StoneX Group Inc (NASDAQ:SNEX) announces that it has entered into employment agreements with each of Sean O’Connor (Chief Executive Officer), William Dunaway (Chief Financial Officer), Diego Rotsztain (Chief Governance and Legal Officer), Glenn Stevens (Chief Executive Officer of StoneX’s retail business) and Philip Smith (the Chief Executive Officer of StoneX Financial Ltd, a subsidiary of the Company).

The Employment Agreement with Mr. Stevens the former CEO of online trading company GAIN Capital, which was acquired by StoneX in the summer of 2020, supersedes his prior employment agreement with GAIN Capital Holdings, Inc. dated as of October 22, 2018 and the amendment thereto dated August 3, 2020. The Employment Agreement with Mr. Rotsztain supersedes his prior employment agreement with GAIN Capital Holdings, Inc. dated as of February 4, 2019 and the amendment thereto dated August 3, 2020.

The Employment Agreements provide for an annual base salary and that the Executives will be eligible to participate in the Company’s annual bonus program for members of the Company’s Group Executive Committee. The Annual Bonus will be paid approximately 70% in cash and 30% in restricted stock which will vest in accordance with the terms of the award agreement (with the number of shares determined using a 25% discount to fair market value).

The Executives are also eligible to participate in the Company’s long-term incentive performance-based cash compensation plan (“LTIP”).

In the event any of the Executives are terminated without “Cause” or resign for “Good Reason”, then, subject to the Executive’s execution and nonrevocation of a general release of claims, as well as the Executive’s compliance with the restrictive covenants set forth in the Employment Agreement, the Executives are entitled to receive the following:

1. 18 months’ base salary payable in equal installments over the 18-month period (provided that, if such termination occurs within 12 months following a “Change of Control”, the Executives would be entitled to 24 months’ base salary, which amount would be payable in a lump sum);
2. one-and-a-half times the Executive’s target Annual Bonus for the fiscal year in which the termination of employment occurs, which amount will be payable in equal installments over the 12-month period following the last day of their employment (provided that, if such termination occurs within 12 months following a Change of Control, the Executive would be entitled to two times their target Annual Bonus, which amount would be payable in a lump sum);
3. a pro rata bonus based on an estimate of actual performance (the “Pro Rata Bonus”);
4. the accrued but unpaid Annual Bonus, if any, for the year prior to termination (the “Accrued Bonus”); and
5. continued health benefits (or for Mr. Smith, continued participation in his employer’s private medical insurance plan), for the 18-month period following termination of employment (provided that, if such termination occurs within 12 months following a Change of Control, the Executive would be entitled to 24 months of such continued benefits). Mr. Smith is also entitled to payment in lieu of notice to the extent any requisite notice is not provided.

In addition to the foregoing, Mr. Stevens’ and Mr. Rotsztain’s Employment Agreements provide that their resignation for “Good Reason” under their Employment Agreement will be treated as a termination without “Cause” under the terms of the restricted stock and LTIP awards granted to them in 2020.

The terms of the Executives’ Employment Agreements also provide for a covenant not to compete with StoneX for a period of one year (or 6 months for Mr. Smith) following a termination of their employment (provided that, if the Executive is terminated without Cause or resigns for Good Reason within 12 months of a Change of Control, the noncompete period will be reduced to 6 months), covenants not to solicit StoneX employees, consultants or clients for a period of one year following a termination of their employment, and a covenant not to disclose any confidential information following a termination of the Executive’s employment.

Mr Stevens, who joined StoneX as Head of Retail and Foreign Exchange on August 1, 2020, earned a bonus of $1,171,913 under the StoneX 2021 Executive Performance Plan.

The annual base salary for Glenn Stevens in 2021 was $500,000.