Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As approved by the board of directors of
? directors. In his role as Executive Chairman,
strategic direction of
executive leadership team to extend our track record of success.
Nackashi served as our President beginning in 2017 and is a 35-year veteran of
the Company. Over his career, he has developed strong and trusted relationships
with our clients and leaders throughout the mortgage industry. In his role as
? President,
teams, solutions and operations to provide clients with enhanced efficiency
while also improving their customers' experience. He will continue to work with
they are our only client, care for our employees, and deliver on our
commitments to stakeholders.
as Chief Financial Officer ("CFO").
2014 and led the Company through our initial public offering in 2015. In his
? expanded role,
enterprise risk management, human resources, legal and marketing functions and
will work closely with Messrs. Jabbour and Nackashi to achieve
strategic goals.
We believe this leadership structure is appropriate and will allow our Executive Chairman, CEO and President and CFO to focus on the responsibilities of their respective offices while creating a collaborative relationship that benefits our Company and stakeholders.
On
For Messrs. Nackashi and Larsen, changes to their minimum base salaries and
target annual incentive opportunities, in each case to be consistent with
changes to their base salaries and target annual incentive opportunity approved
by the
? Nackashi's and Larsen's base salaries and target annual incentive opportunities
were approved following discussion with the Compensation Committee's
independent compensation consultant in consideration of Messrs. Nackashi's and
Larsen's total compensation levels relative to their respective experience,
duties and responsibilities in their new roles, as well as peer and market
data.
For Messrs. Nackashi and Larsen, to increase the lump sum the executive would
receive in the event of a termination by the Company without "Cause" or by the
? executive for "Good Reason", from 200% to 250% of the executive's base salary
and target annual incentive opportunity in effect for the year in which the
date of termination occurs.
For Messrs. Jabbour, Nackashi, Larsen and Gravelle, amendments to the
definition of "Good Reason" to include a material diminution in the executive's
duties or responsibilities or receipt of notice that the term of the
executive's employment agreement will not be renewed such that the agreement
? would expire prior to the two-year anniversary of the closing of the
transactions contemplated by the Agreement and Plan of Merger among
Intercontinental Exchange, Inc.,
dated as of
in Control" of the Company.
For Messrs. Jabbour, Nackashi, Larsen and Gravelle, that all outstanding equity
? awards granted to our executives by the Company or our affiliates will become
immediately vested upon a termination of the executive's employment by the
Company without "Cause" or by the executive for "Good Reason".
The foregoing description of the amendments to our named executive officers' employment agreements do not purport to be complete and are qualified in their entirety by reference to the complete text of their respective employment agreement amendments, copies of which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference in their entirety.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Description 10.1 First Amendment to Employment Agreement ofAnthony M. Jabbour datedMay 16, 2022 . 10.2 First Amendment to Employment Agreement ofJoseph M. Nackashi datedMay 16, 2022 . 10.3 Third Amendment to Employment Agreement ofKirk T. Larsen datedMay 16, 2022 . 10.4 Third Amendment to Employment Agreement ofMichael L. Gravelle datedMay 16, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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