8-KLeadership ChangesExhibits & Filings

NASDAQ, INC. 8-K Report, Executive Changes (Nov 18, 2016)

Filed November 18, 2016For Securities:NDAQ

Summary

This Form 8-K filing by Nasdaq, Inc. (NDAQ) announces significant leadership changes, including the appointment of Adena T. Friedman as the new Chief Executive Officer, effective January 1, 2017. Robert Greifeld will transition from CEO to Chairman of the Board, while Borje Ekholm will step down as Chairman but remain a board member. Michael Splinter will assume the role of Lead Independent Director. The filing also details the employment agreements for both Ms. Friedman and Mr. Greifeld, outlining their compensation and benefits under various termination scenarios. Notably, Ms. Friedman's new CEO agreement includes a base salary of at least $1,000,000, a target annual incentive of at least $2,000,000, and a significant equity grant valued at not less than $6,000,000 for 2017, plus a one-time stock option grant. Mr. Greifeld's amended agreement as Chairman retains his $1,000,000 base salary and eligibility for a target bonus of 200% of base salary, along with specific retirement benefits.

Key Highlights

  • 1Adena T. Friedman appointed as Chief Executive Officer (CEO) effective January 1, 2017.
  • 2Robert Greifeld to step down as CEO on December 31, 2016, and assume the role of Chairman of the Board.
  • 3Borje Ekholm to step down as Chairman on December 31, 2016, but will remain on the board.
  • 4Michael Splinter appointed as Lead Independent Director effective January 1, 2017.
  • 5Adena Friedman's new CEO employment agreement includes a base salary of at least $1,000,000 and a target annual incentive of at least $2,000,000.
  • 6Significant equity compensation for Ms. Friedman includes a 2017 performance share unit grant valued at no less than $6,000,000 and a $4,000,000 performance stock option grant.
  • 7Robert Greifeld's amended agreement as Chairman maintains his $1,000,000 base salary and eligibility for a 200% target bonus.

Frequently Asked Questions

Adena T. Friedman has been appointed as the new Chief Executive Officer of Nasdaq. This change is effective January 1, 2017.

Robert Greifeld will step down as CEO on December 31, 2016, and will transition to the role of Chairman of Nasdaq's board of directors starting January 1, 2017. Borje Ekholm will step down as Chairman on the same date but will remain a member of the board.

Ms. Friedman's new employment agreement includes an annual base salary of at least $1,000,000, an annual incentive compensation target of at least $2,000,000, and a 2017 equity grant of performance share units valued at no less than $6,000,000. Additionally, she will receive a one-time grant of non-qualified performance stock options valued at $4,000,000.

Under his amended agreement, Mr. Greifeld will continue to receive an annual salary of at least $1,000,000 and will be eligible for an annual bonus with a target of not less than 200% of his base salary. He will also continue to receive transportation, security, and employee benefits. The agreement outlines specific conditions for its termination and details retirement benefits.