Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Retirement of Chief Financial Officer
On October 20, 2020, Michael Ptasznik announced his retirement as Executive Vice
President, Corporate Strategy and Chief Financial Officer of Nasdaq, Inc. (the
"Company"), effective as of February 28, 2021 (the "Retirement Date").
Pursuant to a Retirement Agreement and General Release of Claims entered into
between the Company and Mr. Ptasznik in connection with his announced
retirement, dated as of October 21, 2020 (the "Retirement Agreement"), effective
as of the Retirement Date, Mr. Ptasznik is retiring as Chief Financial Officer
of the Company and from any and all other positions with the Company, its
subsidiaries and its affiliates. Between October 21, 2020 and the Retirement
Date (the "Transition Period"), Mr. Ptasznik has agreed to continue to perform
his regular duties as Executive Vice President, Corporate Strategy and Chief
Financial Officer. During the Transition Period, he will continue to receive his
regular base salary, participate in the Company's benefit plans (pursuant to the
terms and conditions of such plans) and be paid for all accrued and unused
vacation and any unreimbursed business expenses in accordance with Company
The Retirement Agreement provides that Mr. Ptasznik shall receive: (i) a 2020
bonus payment under the Company's Executive Incentive Plan (the "Bonus Plan")
based upon his performance and 2020 target bonus opportunity of $937,500, paid
on or about March 2, 2021, provided that if the Company terminates his
employment due to gross misconduct or gross negligence, or he voluntarily
resigns before December 31, 2020, he will not be entitled to such bonus payment
and (ii) a 2021 bonus payment under the Bonus Plan based upon his target bonus
opportunity of $937,500, pro-rated for the period of January 1, 2021 through the
Retirement Date and paid on or about March 2, 2021.
In addition, Mr. Ptasznik is entitled to receive the following retirement
payments and benefits under the terms of the Retirement Agreement, subject to
his execution and non-revocation of the release contained therein: (i) payment
of the Company's share of medical, dental and vision premiums for twelve
(12) months after the Retirement Date; (ii) provided that his employment does
not terminate prior to February 28, 2021 due to resignation, gross misconduct or
gross negligence, (x) the continued vesting and payment of the three-year
performance share units ("PSUs") granted on April 1, 2019 and April 1, 2020,
provided that the settlement of such PSUs shall be in accordance with the terms
of the applicable award agreement and governing plan document and (y) the
vesting of the restricted stock units ("RSUs") granted on April 1, 2020, with
the acceleration of any unvested RSUs within sixty (60) days of the Retirement
Date; (iii) financial and tax services for tax years 2020, 2021, 2022 and 2023
and executive physical exams for one year following the Retirement Date and
(iv) reimbursement of reasonable and customary expenses to move back to
Mr. Ptasznik's home in Canada of up to $10,000.
The Retirement Agreement also includes a non-competition provision for a period
of one year following the Retirement Date, as well as customary provisions
regarding non-solicitation and non-disparagement.
The foregoing summary of the material terms of the Retirement Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Retirement Agreement, a copy of which will be filed with the
Company's Annual Report on Form 10-K for the year ended December 31, 2020.
Appointment of Chief Financial Officer
On October 21, 2020, the Company announced the appointment of Ms. Ann Dennison
as Executive Vice President and Chief Financial Officer, effective as of
March 1, 2021. Ms. Dennison, age 49, joined the Company in 2015 and has served
as Senior Vice President, Controller and principal accounting officer since
April 2016. Prior to that, Ms. Dennison served as the Company's Senior Vice
President and Deputy Controller. Before joining the Company, Ms. Dennison was a
Managing Director and the Head of Financial Reporting at Goldman Sachs.
Ms. Dennison holds a BBA and MBA, Accounting and Finance from Pace University -
Lubin School of Business. Ms. Dennison will continue to serve as principal
accounting officer of the Company until a successor is announced.
The selection of Ms. Dennison to serve as Executive Vice President and Chief
Financial Officer was not pursuant to any arrangement or understanding with
respect to any other person. There are no family relationships between
Ms. Dennison and any director or executive officer of the Company, and there are
no transactions between Ms. Dennison and the Company that would be required to
be reported under Item 404(a) of Regulation S-K.
In connection with her promotion and effective as of the effective date of her
appointment, the Management Compensation Committee of the Board of Directors
approved (i) an increase in Ms. Dennison's annual base salary from $450,000 to
$550,000, (ii) an increase in Ms. Dennison's target bonus opportunity from 100%
to 136% of her annual base salary, for a target bonus amount of $750,000 and
(iii) an increase in Ms. Dennison's long-term incentive compensation award from
$700,000 to $1,200,000, which equity award is expected to be granted on April 1,
2021 pursuant to the Company's Equity Incentive Plan.
Item 8.01. Other Events.
On October 21, 2020, Nasdaq issued a press release announcing the retirement of
Mr. Ptasznik and the appointment of Ms. Dennison as Chief Financial Officer. A
copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
No. Exhibit Description
99.1 Press release dated October 21, 2020
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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