Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Jill Griebenow’s previously reported appointment to the role of Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer of Cboe Global Markets, Inc. (the “Company”), on August 15, 2023 the Compensation Committee of the Company approved an increase in Ms. Griebenow’s annual base salary to $500,000 per annum, effective as of July 10, 2023, with a targeted annual bonus of 120% of base salary, and a targeted annual equity incentive award having a value of $1,500,000. For 2023, this will include awards with a value of $325,000 that were previously granted on February 19, 2023 and special awards with a value of $587,500 (representing a pro rata portion of the increase in the targeted annual equity incentive award for the remainder of 2023) to be granted on August 19, 2023 and to be equally split between (i) restricted stock units (“RSUs”) that will vest in three equal annual installments on February 19, 2024, February 19, 2025, and February 19, 2026 and (ii) performance share units subject to the achievement of (A) earnings per share and (B) total shareholder return (each 25% of the total award) that will vest at the conclusion of the applicable performance period, each subject to Ms. Griebenow’s continuous employment with the Company through such dates.
In addition, on August 16, 2023, the Board of Directors of the Company approved additional forms of RSU Award Agreements (the “Award Agreements”) pursuant to the Second Amended and Restated Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) Long-Term Incentive Plan. The material changes from outstanding granted RSUs are the vesting dates of February 19, 2024, February 19, 2025, and February 19, 2026 (not annually following the grant date of the award agreement) and a three year cliff vesting RSU without retirement vesting provisions.
The foregoing description of the Award Agreements is only a summary and is qualified in its entirety by the full text of the Award Agreements, which are filed herewith as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
10.1 Form of 2023 Restricted Stock Unit Award Agreement with Vesting Dates (filed herewith).*
10.2 Form of 2023 Restricted Stock Unit Award Agreement without Retirement Vesting (3 Year Cliff Vest) (filed herewith).*
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
*Indicates Management Compensatory Plan, Contract or Arrangement.
