8-KLeadership ChangesExhibits & Filings

NASDAQ, INC. 8-K Report, Executive Changes (Jan 29, 2016)

Filed January 29, 2016For Securities:NDAQ

Summary

This Form 8-K filing by Nasdaq, Inc. (NDAQ) on January 29, 2016, primarily announces significant changes within its executive leadership team. Lee Shavel, the Chief Financial Officer (CFO) and Executive Vice President, Corporate Strategy, is retiring from his executive role effective March 31, 2016. He will transition to a Strategic Advisor role on February 1, 2016, to facilitate a smooth handover. In response to Mr. Shavel's departure, Ronald Hassen, currently Senior Vice President, Controller, and Principal Accounting Officer, has been appointed as the Interim CFO, effective February 1, 2016. Mr. Hassen brings extensive experience to this role, having previously served as Interim CFO and Treasurer at Nasdaq, as well as holding senior finance positions at Deutsche Bank and Bankers Trust. The filing also outlines the terms of agreements with both Mr. Shavel and Mr. Hassen related to their transitions, including equity vesting and option exercise provisions for Mr. Shavel, and compensation and advisory roles for Mr. Hassen.

Key Highlights

  • 1Lee Shavel, Nasdaq's CFO and EVP, Corporate Strategy, to retire effective March 31, 2016.
  • 2Mr. Shavel will serve as a Strategic Advisor from February 1, 2016, to March 31, 2016.
  • 3Ronald Hassen appointed as Interim CFO, effective February 1, 2016.
  • 4Mr. Hassen has a strong background, including previous Interim CFO and Treasurer roles at Nasdaq.
  • 5Agreements are in place with both Mr. Shavel and Mr. Hassen regarding their transitions.
  • 6Mr. Shavel's equity grants and stock options will have extended vesting/exercise periods.
  • 7Mr. Hassen's interim compensation includes a base salary, incentive award, and equity grant.

Frequently Asked Questions

Ronald Hassen, Senior Vice President, Controller and Principal Accounting Officer, has been appointed as the Interim CFO, effective February 1, 2016. A permanent CFO is expected to be appointed later.

While Mr. Shavel is retiring from his executive role as CFO, he will transition to a Strategic Advisor role starting February 1, 2016, and will continue in this capacity until his retirement date of March 31, 2016.

As Interim CFO, Mr. Hassen will receive an annual base salary of $500,000, be eligible for a pro-rated annual cash incentive award with a target value of $750,000, and receive an equity grant valued at $400,000. He will also serve as a part-time Strategic Advisor through September 30, 2016, after his interim CFO tenure.

Yes, Mr. Shavel's 2014 and 2015 equity grants will continue to vest as scheduled, and his previously vested stock options will remain exercisable until March 31, 2017, providing him with continued benefits beyond his active employment.