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 Black Knight, Inc. (the "Company" or "Black Knight") on February 14, 2022 and previously announced in the Company's Current Report on Form 8-K filed on February 15, 2022, the following executive transitions became effective as of May 16, 2022:

Anthony M. Jabbour assumed the role of Executive Chairman of our board of

? directors. In his role as Executive Chairman, Mr. Jabbour will focus on the

strategic direction of Black Knight, capital allocation and will work with the

executive leadership team to extend our track record of success.

Joseph M. Nackashi assumed the role of Chief Executive Officer ("CEO"). Mr.

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, Mr. Nackashi was intensely focused on the tight integration of our

teams, solutions and operations to provide clients with enhanced efficiency

while also improving their customers' experience. He will continue to work with

Mr. Jabbour to lead Black Knight to act with urgency, treat each client like

they are our only client, care for our employees, and deliver on our

commitments to stakeholders.

Kirk T. Larsen assumed the role of President in addition to continuing his role

as Chief Financial Officer ("CFO"). Mr. Larsen joined Black Knight as CFO in

2014 and led the Company through our initial public offering in 2015. In his

? expanded role, Mr. Larsen will also assume responsibility for the compliance,

enterprise risk management, human resources, legal and marketing functions and

will work closely with Messrs. Jabbour and Nackashi to achieve Black Knight's

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 May 16, 2022, the compensation committee of our board of directors (the "Compensation Committee") approved, and we entered into, amendments to our named executive officers' employment agreements. The amendments to the employment agreements provide, in part, for the following:

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 Compensation Committee on May 16, 2022. The changes to Messrs.

? 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., Sand Merger Sub Corporation and Black Knight,

dated as of May 4, 2022, in each case upon or within 24 months after a "Change

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 of Anthony M. Jabbour dated May
           16, 2022.

   10.2      First Amendment to Employment Agreement of Joseph M. Nackashi dated May
           16, 2022.

   10.3      Third Amendment to Employment Agreement of Kirk T. Larsen dated May 16,
           2022.

   10.4      Third Amendment to Employment Agreement of Michael L. Gravelle dated
           May 16, 2022.

    104    Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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