ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 8, 2022, the Board of Directors of Cboe Global Markets, Inc. (the “Company”) appointed David Howson to the role of President of the Company effective on May 12, 2022. In addition, Edward T. Tilly will step down from the role of President of the Company effective on the same day. Mr. Tilly will continue to serve as Chairman of the Board of Directors of the Company and as the Chief Executive Officer of the Company.
Mr. Howson is currently our Executive Vice President, President Europe and Asia Pacific, a position he has held since July 2021. Previously, he was our Executive Vice President, President Europe from January 2020 to July 2021 and Chief Operating Officer of Cboe Europe Limited from 2013 to 2019. Prior to that, he served as Founder, Chief Technology Officer of Equiduct from April 2006 through June 2013. Mr. Howson holds a First Class Honours bachelor’s degree from the University of Newcastle-upon-Tyne.
In connection with such appointment, Mr. Howson’s annual base salary will be increased to $625,000 per annum, effective as of May 12, 2022, with a targeted annual bonus of 130% of base salary, and a targeted annual equity incentive award having a value of $2,762,500. For 2022, this will include awards with a value of $2,000,000 that were previously granted on February 19, 2022 and special awards with a value of $488,000 (representing a pro rata portion of the increase in the targeted annual equity incentive award for the remainder of 2022) to be granted on May 12, 2022 and to be equally split between (i) restricted stock units (“RSU”) that will vest in three equal annual installments on February 19, 2023, February 19, 2024, and February 19, 2025 and (ii) performance share units subject to the achievement of earnings per share and performance share units subject to the achievement of total shareholder return (each 25% of the total award) that will vest at the conclusion of the applicable performance period, each subject to Mr. Howson’s continuous employment with the Company through such dates. Mr. Howson is expected to also receive customary relocation assistance benefits, which include the services of a relocation services company, visa and immigration services, moving expenses, home finding trips, temporary housing, and services for tax liability assistance.
On March 8, 2022, the Board of Directors of the Company also approved a form of RSU Award Agreement (the “Award Agreement”) for Mr. Howson expected to be granted on May 12, 2022 under the Second Amended and Restated Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) Long-Term Incentive Plan. The material change from Mr. Howson’s outstanding granted RSUs are the vesting dates of February 19, 2023, February 19, 2024, and February 19, 2025 (not annually following the grant date of the award agreement).
The foregoing description of the Award Agreement is only a summary and is qualified in its entirety by the full text of the Award Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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*Indicates Management Compensatory Plan, Contract or Arrangement.
