What is the primary purpose of these new employment agreements?

The primary purpose of these new employment agreements is to secure the continued leadership of key executives, Adena T. Friedman (CEO), Tal Cohen (President), and Bradley J. Peterson (CTO), by establishing clear terms of employment, compensation, and severance through 2028-2030, and to retain critical talent.

How do the severance packages differ for the executives?

Severance packages vary. For 'Qualifying Terminations,' Ms. Friedman receives 2x base salary, 2x Target Bonus, and 24 months of continued equity vesting. Mr. Cohen receives 1.5x base salary, 1.5x Target Bonus, and 12 months of continued equity vesting. Mr. Peterson receives a pro-rata Target Bonus, continued equity vesting, but specific cash severance amounts differ and are lower than for Friedman and Cohen in standard qualifying terminations.

What is the significance of the 'Change in Control' (CIC) protection periods?

The CIC protection periods provide enhanced benefits to executives if their employment is terminated without cause or for good reason within a specific timeframe (6 months prior to or 2 years following) a change in control. In such cases, Ms. Friedman and Mr. Cohen receive greater severance (2x base salary, 2x Target Bonus) and full equity vesting, while Mr. Peterson receives 2x base salary, 1x Target Bonus, and full equity vesting.

Are there any specific terms related to executive retirement?

Yes, all three executives can provide 12 months' advance written notice of retirement. During this notice period, they will continue to receive their respective compensation and benefits, including continued vesting of equity awards, ensuring a smooth transition of responsibilities.

NDAQ 8-K: Leadership Changes

Summary

Nasdaq, Inc. (NDAQ) has filed an 8-K detailing new long-term employment agreements for key executives, including CEO Adena T. Friedman, President Tal Cohen, and CTO Bradley J. Peterson. These agreements, effective through early 2030 for Friedman and Cohen and early 2028 for Peterson, aim to retain critical leadership talent by outlining compensation structures, including base salaries, significant annual bonus opportunities, and substantial equity awards. The new agreements supersede previous arrangements and reflect Nasdaq's commitment to securing its executive team's continuity and performance. Of particular note are the provisions for severance and retirement. The agreements detail enhanced severance packages in the event of termination without cause or for good reason, with provisions also covering "change in control" scenarios offering increased benefits. Retirement terms are also outlined, allowing for advance notice and continued compensation and benefits through specified periods. These contractual terms provide clarity and security for both the executives and the company, signaling stability in Nasdaq's senior leadership.

Key Highlights

1Adena T. Friedman, CEO, has a new employment agreement extending her tenure through January 1, 2030, with an annual base salary of $1,400,000 and a target bonus of 300% of base salary.
2Tal Cohen, President, has a new employment agreement extending his tenure through January 1, 2030, with an annual base salary of $750,000 and a target bonus of 200% of base salary, plus a significant one-time equity award.
3Bradley J. Peterson, CTO, has a new employment agreement extending his tenure through January 1, 2028, with an annual base salary of $650,000 and a target bonus of 175% of base salary.
4Significant equity awards are detailed for all three executives, with minimum target values for 2025 awards ($15M for Friedman, $6M for Cohen plus a $7M one-time award, $3.2M for Peterson).
5Enhanced severance packages are defined for 'Qualifying Terminations' (termination without Cause or by executive for Good Reason), including multiple times base salary and target bonus, and continued equity vesting.
6Specific 'Change in Control' (CIC) protection periods are outlined, offering more robust severance and accelerated equity vesting for executives if terminations occur around a change of control.
7Retirement provisions allow for 12 months' advance notice with continued compensation and benefits through the notice period, ensuring a structured leadership transition.

NASDAQ, INC. 8-K Report, Executive Changes (Mar 12, 2025)

Summary

Key Highlights

Frequently Asked Questions