Explanatory Note
On February 26, 2024, MarketAxess Holdings Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the appointment of Ilene Fiszel Bieler as Chief Financial Officer of the Company, effective as of her start date, which was expected to be May 22, 2024. This Amendment No. 1 on Form 8-K/A is being filed to supplement the disclosure contained in Item 5.02 of the Original Form 8-K and include a copy of the Offer Letter Amendment referenced below. The Original Form 8-K otherwise remains unchanged.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 26, 2024, the Company filed the Original Form 8-K and announced that Ms. Fiszel Bieler was appointed to serve as Chief Financial Officer and had entered into, among other agreements, a letter agreement with the Company (the “Offer Letter”), which provided, among other things, that Ms. Fiszel Bieler would receive a $1.15 million cash make-whole award (the “Cash Make-Whole Award”) and a $2.7 million equity make-whole award (the “Equity Make-Whole Award” and, together with the Cash Make-Whole Award, the “Make-Whole Awards”).
On May 27, 2024, the Company and Ms. Fiszel Bieler entered into an amendment to the Offer Letter (the “Offer Letter Amendment”) which sets forth that, pursuant to the terms of the Offer Letter, and due to arrangements with Ms. Fiszel Bieler’s former employer, it is currently expected that the Make-Whole Awards will be reduced to zero and no payment or grants related to the Make-Whole Awards will be required to be made by the Company.
As a result, and in order to align Ms. Fiszel Bieler’s compensation with the interests of the Company’s stockholders, the Company determined to provide and the Offer Letter Amendment describes that she will receive a sign-on equity award with a grant date value of $750,000 (the “Sign-On Award”). The Sign-On Award will be granted on June 3, 2024 (the “Award Date”) and will be comprised of: (i) 50% restricted stock units that will vest in three substantially equal annual installments on each anniversary of the Award Date, subject to Ms. Fiszel Bieler’s continued service to the Company; and (ii) 50% performance stock units that will cliff-vest on the third anniversary of the Award Date, subject to Ms. Fiszel Bieler’s continued service to the Company through such date and with performance criteria materially similar to the performance criteria contained in the annual performance stock unit award agreement provided to other executive officers in February 2024, except that the performance period for Ms. Fiszel Bieler will be January 1, 2025 through December 31, 2026 with equally weighted calculation periods covering January 1, 2025 to December 31, 2025 and January 1, 2026 to December 31, 2026.
To the extent that the Cash Make-Whole Award or the Equity Make-Whole Award are required to be granted by the Company notwithstanding the parties’ current expectations, the Company shall have the option to reduce the Cash Make-Whole Award and/or Equity Make-Whole Award, as applicable, by $750,000.
The foregoing description of the Offer Letter Amendment is a summary only and is qualified in its entirety by the full text of the amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Sign-On Award is qualified in its entirety to the full text of the award agreements, which will be based on the Company’s Form of 2024 Restricted Stock Unit Agreement (Non-Deferred) for U.S.-based executive officers other than Richard M. McVey pursuant to the MarketAxess Holdings Inc. 2020 Equity Incentive Plan, which was attached as Exhibit 10.2 to the Original Form 8-K and is incorporated herein by reference and the Form of 2024 Performance Stock Unit Agreement for U.S.-based executive officers other than Richard M. McVey pursuant to the MarketAxess Holdings Inc. 2020 Equity Incentive Plan, which was filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference.
Ms. Fiszel Bieler’s start date was May 23, 2024.
