| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Appointments of Rich Steinmeier as Chief Executive Officer, and Matthew Audette as President and Chief Financial Officer
On October 17, 2024, the Board of Directors (the “Board”) of LPL Financial Holdings Inc. (the “Company”) appointed Rich Steinmeier, 50, as the Company’s Chief Executive Officer, and appointed Matthew Audette, 50, as the Company’s President and Chief Financial Officer, each appointment effective immediately. As previously disclosed, prior to his appointment Mr. Steinmeier served as the Company’s interim Chief Executive Officer since October 1, 2024, before which time he had served as the Managing Director, Chief Growth Officer of LPL Financial LLC, a subsidiary of the Company. Mr. Audette has served as the Company’s Chief Financial Officer since 2015, and as the Company’s Head of Business Operations since February 2023.
Biographical information for Messrs. Steinmeier and Audette is incorporated herein by reference to the biographical information contained in the Company’s 2023 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2024.
There are no family relationships between either Mr. Steinmeier or Mr. Audette, on the one hand, and any Company director or executive officer, on the other hand, and there are no arrangements or understandings between either Mr. Steinmeier or Mr. Audette and any other person pursuant to which they were selected as Chief Executive Officer and President and Chief Financial Officer, respectively. Neither Mr. Steinmeier nor Mr. Audette is a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
(d) Election of Rich Steinmeier as Director
On October 17, 2024, in connection with Mr. Steinmeier’s appointment as Chief Executive Officer, the Board also elected Mr. Steinmeier as a member of the Board, effective immediately. Mr. Steinmeier filled the board vacancy created by Dan Arnold’s resignation from the Board. There are no arrangements or understandings between Mr. Steinmeier and any other person pursuant to which he was selected as a director.
(e) Compensatory Arrangements for Messrs. Steinmeier and Audette
On October 17, 2024, the Board approved compensatory arrangements for Mr. Steinmeier in connection with his appointment as Chief Executive Officer. The arrangements provide for total target annual compensation of $12.0 million, effective October 21, 2024, consisting of the following:
| | • | | an annual base salary of $900,000; |
| | • | | a target annual cash bonus opportunity of $2.7 million; and |
| | • | | a target annual long-term incentive compensation award opportunity with a grant date value of $8.4 million. |
On October 17, 2024, the Board approved compensatory arrangements for Mr. Audette in connection with his appointment as President and Chief Financial Officer. The arrangements provide for total target annual compensation of $8.0 million, effective October 21, 2024, consisting of the following:
| | • | | an annual base salary of $750,000; |
| | • | | a target annual cash bonus opportunity of $1.875 million; and |
| | • | | a target annual long-term incentive compensation award opportunity with a grant date value of $5.375 million. |
Mr. Steinmeier and Mr. Audette will each continue to be eligible for the LPL Financial LLC Executive Severance Plan, which was previously filed with the SEC on February 23, 2017.
