Summary
This SEC 8-K filing from Nasdaq, Inc. (NDAQ) announces a new five-year employment agreement for President and CEO Adena T. Friedman, effective January 1, 2022, through January 1, 2027. The agreement outlines her compensation structure, including a base salary of at least $1,250,000, a target annual incentive bonus of at least $3,000,000, and equity awards. Notably, Ms. Friedman will receive a one-time, $10 million stock option grant upon commencement, with specific vesting conditions tied to performance and tenure. The filing also details the terms for termination payments and benefits under various scenarios, including "double trigger" provisions related to a change of control. These provisions aim to provide Ms. Friedman with financial security and ensure continued leadership stability. The new agreement supersedes her previous employment contract from 2016 and includes standard restrictive covenants such as confidentiality and non-solicitation.
Key Highlights
- 1New 5-year employment agreement for CEO Adena T. Friedman, effective Jan 1, 2022 - Jan 1, 2027.
- 2Minimum annual base salary set at $1,250,000.
- 3Target annual incentive compensation (bonus) of at least $3,000,000 based on performance goals.
- 4Significant one-time grant of non-qualified stock options valued at $10,000,000, with vesting tied to performance and tenure.
- 5Termination provisions include multi-year base salary and bonus payouts for termination without cause or for good reason, especially in connection with a change of control ('double trigger').
- 6Post-termination benefits include extended vesting of equity awards and continued health insurance premium coverage.
- 7Agreement includes a two-year non-compete clause following termination.