UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
report: May 31, 2015
(Date
of earliest event reported)
E*TRADE
Financial Corporation
(Exact
name of Registrant as Specified in its Charter)
Delaware
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1-11921
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94-2844166
|
(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
|
(I.R.S. Employer Identification Number)
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1271 Avenue of the Americas, 14th Floor, New York, New York
10020
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(Address
of Principal Executive Offices and Zip Code)
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(646) 521-4300
(Registrant’s Telephone Number, including
Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On June 1, 2015, Matthew J. Audette, Chief Financial Officer of E*TRADE
Financial Corporation (the “Company”), notified the Company that he
would be leaving the Company on July 31. His employment as an officer
will end on June 15, 2015, but Mr. Audette will remain as an employee of
the Company in an advisory role until July 31. The Company has entered
into a transition agreement with Mr. Audette under which he is entitled
to receive $3.9 million in cash. In addition, Mr. Audette’s unvested
restricted stock grants will become vested on their normal vesting date,
subject to Mr. Audette’s compliance with certain post-employment
covenants.
The Company announced that, effective June 16, 2015, the Board of
Directors (the “Board”) has appointed Michael A. Pizzi, age 40, as the
Company’s Chief Financial Officer. Mr. Pizzi has been the Company’s
Chief Risk Officer since January 2014, where he oversaw the build-out of
the Company’s robust enterprise risk management framework. Prior to
that, Mr. Pizzi served as Treasurer of E*TRADE Bank from 2008 to 2013,
where he was responsible for all portfolio, capital, and liquidity
management. He took on additional responsibilities as Corporate
Treasurer in 2011. Prior to these roles he held various positions in
E*TRADE’s portfolio management and derivatives functions. Before joining
E*TRADE, Mr. Pizzi worked in asset/liability management at both Lehman
Brothers and First Maryland Bank, as well as in capital markets research
for the Federal Reserve Board.
The Company entered into an employment agreement effective June 16,
2015, with Mr. Pizzi on the Company’s standard form of employment
agreement previously approved by the Board. Pursuant to the employment
agreement, Mr. Pizzi will receive an annual base salary of $500,000. He
will be entitled to receive an annual cash performance bonus of $850,000
for 2015 and $900,000 for 2016 performance. In addition, in 2016 Mr.
Pizzi is entitled to receive a grant of restricted stock units (“RSU”)
with an initial value of $770,000 and a grant of performance stock units
(“PSU”) with an initial value of $330,000, each pursuant to the
Company’s standard RSU and PSU agreements, as applicable.
The Board appointed Paul W. Brandow, current Senior Advisor to the
Company, as Acting Chief Risk Officer while the Company conducts a
search for a permanent replacement.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release, dated June 1, 2015
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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E*TRADE FINANCIAL CORPORATION
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Date:
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June 1, 2015
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By:
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/s/ Karl A. Roessner
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Name:
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Karl A. Roessner
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Title:
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Corporate Secretary
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Exhibit 99.1
E*TRADE
Financial Corporation Announces Leadership Transition
Matthew
J. Audette to leave Company for another opportunity
Michael
A. Pizzi appointed Chief Financial Officer
Paul
W. Brandow appointed Acting Chief Risk Officer
NEW YORK--(BUSINESS WIRE)--June 1, 2015--E*TRADE Financial Corporation
(NASDAQ:ETFC) today announced that Chief Financial Officer Matthew J.
Audette advised the Company of his decision to leave to accept a role
with another company. After 16 years of service, Mr. Audette will leave
the Company at the end of July. Current Chief Risk Officer and E*TRADE
veteran Michael A. Pizzi will assume the Chief Financial Officer role,
effective June 16. Paul W. Brandow, former Chief Risk Officer and
current Senior Advisor to the Company, will assume the role of Acting
Chief Risk Officer to assure a smooth transition as the Company conducts
a search for a permanent replacement.
“Matt has been a faithful steward of E*TRADE for over a decade and a
half, having played a central role in shoring up our capital and moving
the organization into the strong financial position it enjoys today,”
said Paul Idzik, Chief Executive Officer. “I am profoundly grateful for
his leadership and insight throughout the Company’s evolution. I am
sorry to see him go and wish him all the best in his new role.”
“We are fortunate that in Mike we have an executive with the immense
experience and institutional knowledge to seamlessly assume the CFO
role,” continued Mr. Idzik. “As our CRO, Mike built and ran a
world-class enterprise risk management function — rolling out risk
oversight and processes across all aspects of our Company. And, during
his time as our Treasurer, he demonstrated an unparalleled mastery of
our financials and balance sheet. I look forward to working with him in
this new role, as his experience positions him perfectly to assume the
charge. I am certain he will bring the same level of excellence to our
finance team that he brought to our risk and treasury organizations.”
Mr. Pizzi has served as Executive Vice President and CRO since January
2014, having been with E*TRADE since 2003. As CRO, Mr. Pizzi took the
risk function to new levels, establishing an enterprise risk management
framework that rivals those of much larger institutions and permeates
every facet of the organization from leadership down to the individual.
He also has an extensive background in treasury and balance sheet
management, having served as Treasurer of E*TRADE Bank from 2008 to
2013, where he was responsible for all portfolio, capital, and liquidity
management. He took on additional responsibilities as Corporate
Treasurer in 2011. Prior to these roles, he held various positions in
E*TRADE’s portfolio management and derivatives functions. Before joining
E*TRADE, Mr. Pizzi worked in asset / liability management at both Lehman
Brothers and First Maryland Bank, as well as in capital markets research
for the Federal Reserve Board.
“I am confident E*TRADE is in extremely capable hands with Mike,” said
Mr. Audette. “And while I am excited for the future, leaving this
organization, where I have spent nearly my entire career, was a very
difficult decision. But given the magnitude of what we have just
accomplished — achieving our long-term goal related to corporate debt,
coupled with the Company’s robust position and clearly defined financial
strategy — I feel strongly that now is the right time to move forward in
my career. I have had the distinct pleasure of working with a great team
and enjoying the positive results of so many years’ hard work. It has
been particularly gratifying to work with Paul, Mike, and all the
fantastic people at E*TRADE during my 16 years with the Company. As I
move on to the next phase of my career, I thank you all, and wish you
the best.”
About E*TRADE Financial
E*TRADE Financial and its subsidiaries provide financial services
including online brokerage and related banking products and services to
retail investors. Specific business segments include Trading and
Investing and Balance Sheet Management. Securities products and services
are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products
and services are offered by E*TRADE Bank, a Federal savings bank, Member
FDIC, or its subsidiaries and affiliates. More information is available
at www.etrade.com. ETFC-G
Important Notices
E*TRADE Financial, E*TRADE and the E*TRADE logo are trademarks or
registered trademarks of E*TRADE Financial Corporation.
© 2015
E*TRADE Financial Corporation. All rights reserved.
CONTACT:
E*TRADE Media Relations
Thayer Fox,
646-521-4418
thayer.fox@etrade.com
or
E*TRADE
Investor Relations
Brett Goodman, 646-521-4406
brett.goodman@etrade.com
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