Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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A.
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Appointment of Christopher R. Concannon as President and Chief Operating Officer
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On January 7, 2019, MarketAxess Holdings Inc. (the
Company
) announced via press release the appointment of Christopher
R. Concannon to serve as the Companys President and Chief Operating Officer, effective as of January 22, 2019 (the
Effective Date
). The Companys Board of Directors (the
Board
) has also appointed
Mr. Concannon to serve as a member of the Board, and Mr. Concannon will join the Board as of the Effective Date. In connection with Mr. Concannons election to the Board, the Company has increased the size of the Board to twelve
(12) directors.
A copy of the press release of the Company announcing Mr. Concannons appointment is attached to this
Report as Exhibit 99.1.
Mr. Concannon, 51, previously served as President and Chief Operating Officer of Cboe Global Markets, Inc.
(formerly known as CBOE Holdings, Inc., collectively
Cboe
), a position he was appointed to upon Cboes acquisition of Bats Global Markets, Inc. (
Bats
) in 2017. Until Bats acquisition by Cboe,
Mr. Concannon served as President of Bats from December 2014, director from February 2015, and Chief Executive Officer from March 2015. Prior to joining Bats, Mr. Concannon most recently served as President and Chief Operating Officer at
Virtu Financial, Inc. from 2009 to 2014. Mr. Concannon has received a B.A. from Catholic University in 1989, an M.B.A. from St. Johns University in 1991, and a J.D. from Catholic Universitys Columbus School of Law in 1994.
There are no arrangements or understandings between Mr. Concannon and any other persons pursuant to which he was selected as an officer
or director. Mr. Concannon has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Mr. Concannon will not receive any additional compensation as a result of his appointment to the Board. Mr. Concannon has not been
appointed to serve as a member of any of the Companys five standing Board committees.
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B.
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Employment Agreement with Mr.
Concannon
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On January 7, 2019, the Company entered into an employment letter agreement (the
Employment Agreement
) with Christopher
R. Concannon, pursuant to which Mr. Concannon will become the Companys President and Chief Operating Officer as of the Effective Date.
The Employment Agreement provides that Mr. Concannon will be employed by the Company as the President and Chief Operating Officer for an
initial five-year term with successive
one-year
automatic renewals unless either party elects not to extend the term at least 90 days prior to the last day of the term. Under the Employment Agreement,
Mr. Concannons minimum annual base salary is $500,000 per year and he is eligible to receive an annual bonus in accordance with the Companys annual performance incentive plan as in effect from time to time and annual equity grants
on terms and conditions determined by the Compensation Committee of the Board (the
Committee
) in its sole discretion (provided that the annual cash incentive for the 2019 calendar year will be no less than $1.5 million; and
provided further, that the annual equity award for the 2019 calendar year, to be awarded in 2020, will be in an amount equal to no less than $1.5 million as of the award date, subject to Mr. Concannons continued employment on the
grant date). The Employment Agreement also entitles Mr. Concannon to receive certain equity awards (i) to replace the value of equity awards forfeited by Mr. Concannon in connection with his commencement of employment with the
Company, (ii) as
sign-on
awards, and (iii) in lieu of
sign-on
cash bonus payments, as described in further detail below.
The Employment Agreement provides that Mr. Concannons employment may be terminated by him or by the Company at any time. In the
event of a termination of Mr. Concannons employment (i) within a period that is three months prior to a change in control event within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the
Code
), or within 18 months after a Change in Control (a
Change in Control Protection Period
) as a result of his death or by the Company as a result of his having a Disability, or (ii) due to his resignation
for Good Reason or a termination by the Company for any reason other than as a result of his having a Disability or for a Cause Event, then subject to his execution of a waiver and general release:
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Mr. Concannon will continue to receive his base salary for 24 months after termination;
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