DEF 14A of Marketaxess Holdings Inc, Apr 24, 2024

DEF 14A of Marketaxess Holdings Inc

Filed Apr 24, 2024 · FY20230000950170-24-047633

Open on EDGAR

  1. New York, New York 10001

    New York, New York 10001 April 24, 2024 TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.: You are invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of MarketAxess Holdings Inc. (the “Company”) scheduled for Wednesday, June 5, 2024 at 9:00 AM, Eastern Daylight Time. The Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the Annual Meeting, vote and submit your questions via live webcast by visiting www.virtualshareholdermeeting.com/MKTX2024. The Company’s Board of Directors and management look forward to your participation. Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of Annual Meeting and Proxy Statement, which you are urged to read carefully. We are pleased to take advantage of the U.S. Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. On or about April 24, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 online and how to vote. The Notice contains instructions on how you can receive a paper copy of the Proxy Statement, proxy card and Annual Report if you only received a Notice by mail. Your vote is important to us. Whether or not you plan to attend the Annual Meeting, your shares should be represented and voted. After reading the Proxy Statement, please cast your vote via the Internet or telephone or complete, sign, date and return the proxy card in the pre-addressed envelope that we have included for your convenience if you received paper copies. If you hold your shares in a stock brokerage account, please check your proxy card or contact your broker or nominee to determine whether you will be able to vote via the Internet or by telephone or how to instruct your broker to vote on your behalf. On behalf of the Board of Directors, thank you for your continued support.

  2. New York, New York 10001

    | Sincerely, | | | | Richard M. McVey | | Executive Chairman of the Board of Directors |

  3. New York, New York 10001

    | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS | | | Attend the Annual Meeting at: www.virtualshareholdermeeting.com/MKTX2024 | Your vote is very important, regardless of the number of shares you own. Please read the attached Proxy Statement carefully and complete and submit your proxy card via the Internet or sign and date your paper proxy card as promptly as possible and return it in the envelope that was enclosed if you received paper copies. Alternatively, you may be able to submit your proxy by touch-tone phone as indicated on the Notice or proxy card. |

  4. New York, New York 10001

    | TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.: NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of MarketAxess Holdings Inc., a Delaware corporation (the “Company”), will be held via live webcast on Wednesday, June 5, 2024, at 9:00 AM, Eastern Daylight Time. You can participate in the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MKTX2024. You must have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. At the Annual Meeting, we will: 1. vote to elect the 11 nominees named in the attached Proxy Statement as members of the Company’s Board of Directors for terms expiring at the 2025 Annual Meeting of Stockholders; 2. vote to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; 3. vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the attached Proxy Statement; | | BY INTERNET Visit 24/7 www.proxyvote.com | | | | BY PHONE Call 1-800-690-6903 in the U.S. or Canada to vote your shares | | | | BY MAIL If you received printed copies of the proxy materials, cast your ballot, sign your proxy card and return | | | | PARTICIPATE IN THE ANNUAL MEETING Vote during the Annual Meeting at www.virtualshareholdermeeting.com/ MKTX2024 using your 16-digit control number | | 4. vote to approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to limit the liability of certain of our officers as permitted pursuant to recent amendments to the Delaware General Corporation Law; 5. vote to approve the Board’s proposal to create a stockholder right to call a special stockholder meeting; 6. vote on a stockholder proposal, if properly presented at the Annual Meeting; and 7. transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | | |

  5. New York, New York 10001

    These items are more fully described in the Company’s Proxy Statement accompanying this notice. The record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof, was the close of business on April 8, 2024. You have the right to receive this Notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on April 8, 2024. Please remember that your shares cannot be voted unless you cast your vote by one of the following methods: (1) vote via the Internet or call the toll-free number as indicated on the Notice or proxy card; (2) sign and return a paper proxy card; or (3) vote during the Annual Meeting at www.virtualshareholdermeeting.com/MKTX2024.

  6. New York, New York 10001

    | By Order of the Board of Directors, | | | | Scott Pintoff | | General Counsel and Corporate Secretary |

  7. New York, New York 10001

    New York, New York April 24, 2024 TABLE OF CONTENTS

  8. New York, New York 10001

    | 1 | Proxy Summary | | | 3 | Proposal 1 — election of directors | | | 12 | Corporate governance and board matters | | | 24 | Environmental, social and governance | | | 26 | Proposal 2 — ratification of selection of independent accounting firm | | | 28 | Report of Audit Committee of the Board of Directors | | | 29 | Security ownership of certain beneficial owners and management | | | 31 | Executive officers | | | 33 | A letter from our Compensation & Talent Committee | | | 34 | Compensation discussion & analysis | | | 58 | Report of the Compensation & Talent Committee | | | 59 | Executive compensation | | | 78 | proposal 3 — advisory vote on executive compensation | | | 79 | proposal 4 — APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OF OUR OFFICERS | | | 82 | Proposal 5 — VOTE ON CREATION OF STOCKHOLDER RIGHT TO CALL SPECIAL STOCKHOLDER MEETING | | | 85 | PROPOSAL 6 — ADOPT A SHAREHOLDER RIGHT TO CALL A SPECIAL SHAREHOLDER MEETING | | | 89 | CEO pay ratio | | | 91 | Pay versus performance | | | 96 | Other information | | | A-1 | Appendix A — Reconciliation of non-GAAP amounts | | | B-1 | Appendix B — Proposed amendment to Article VII of the Company’s Amended and Restated Certificate of Incorporation | |

  9. New York, New York 10001

    | Frequently Referenced Information | | | | | | | 4 | Board of Directors skills and expertise | 14 | Board committees | 35 | CD&A executive summary | | 5 | Director diversity | 16 | Risk oversight | 41 | Peer group | | 12 | Director independence | 19 | Director compensation | 55 | Executive common stock ownership and holdings guidelines | | 12 | Board refreshment | 22 | Director common stock ownership and holding guidelines | 59 | Summary compensation table | | 13 | Board leadership structure | 34 | Say-on-Pay support and 2023 stockholder engagement | | |

  10. New York, New York 10001

    vote for PROXY SUMMARY This summary contains highlights about MarketAxess Holdings Inc. (“MarketAxess”, the “Company”, “we” or “our”) and the upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all of the information you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting. This Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders and proxy card are first being sent to stockholders on or about April 24, 2024. Whenever we refer in this Proxy Statement to the “Annual Meeting,” we are also referring to any meeting that results from any postponement or adjournment of the June 5, 2024 meeting. Annual Meeting information

  11. New York, New York 10001

    | Date and Time: | Wednesday, June 5, 2024, at 9:00 AM, Eastern Daylight Time | | Virtual Meeting: | www.virtualshareholdermeeting.com/MKTX2024 | | Record Date: | Monday, April 8, 2024 |

  12. New York, New York 10001

    The Annual Meeting will be held in virtual format only. Voting items The following table summarizes the items on which we are asking our stockholders to vote at the Annual Meeting, along with the voting recommendations of our Board of Directors (the “Board” or “Board of Directors”).

  13. New York, New York 10001

    | Item | Board Recommendation | Required Approval | Page Reference | | 1. Election of 11 Directors | FOR each nominee | Majority of votes cast for each nominee | 3 | | 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 | FOR | Majority of shares of Common Stock having voting power present in person or represented by proxy | 26 | | 3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the attached Proxy Statement | FOR | Majority of shares of Common Stock having voting power present in person or represented by proxy | 78 | | 4. Approval of an amendment to the Company’s Certificate of Incorporation to limit the liability of certain of our officers as permitted pursuant to recent amendments to the Delaware General Corporation Law | FOR | Majority of the outstanding shares of our Common Stock | 79 | | 5. Vote on the Board’s proposal to create a stockholder right to call special stockholder meeting | FOR | Majority of shares of Common Stock having voting power present in person or represented by proxy | 82 | | 6. Vote on a stockholder’s proposal to adopt a shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting | AGAINST | Majority of shares of Common Stock having voting power present in person or represented by proxy | 85 |

  14. New York, New York 10001

    PROXY SUMMARY How to vote Your vote is important. Stockholders of record as of the Record Date are entitled to vote through one of the following options:

  15. New York, New York 10001

    | By Mail: | If you received printed copies of the proxy materials, cast your ballot, sign your proxy card and return. | | Via the Internet: | To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/MKTX2024. You will need the control number printed on your Notice, proxy card or voting instruction form. | | By Telephone: | Call the phone number located on your Notice or proxy card. |

  16. New York, New York 10001

    The first proposal to be voted on at the Annual Meeting is the election of directors. Our Board currently consists of 12 directors, 10 of whom are not our employees. Each nominee for director was elected by the Company’s stockholders on June 7, 2023, except Carlos Hernandez, who was appointed to the Board as of September 13, 2023. The directors are nominated for a term that begins at the Annual Meeting and ends at the 2025 Annual Meeting of Stockholders. Each director will hold office until such director’s successor has been elected and qualified, or until such director’s earlier resignation, retirement or removal. The Board will continue to evaluate its composition as part of its focus on self-assessment and board refreshment. Richard Prager, who has been a director since July 2019, notified the Company that he would not stand for re-election to the Board at the Annual Meeting in order to focus on other commitments. Mr. Prager’s service will cease as of the date of the Annual Meeting. Following the Annual Meeting, assuming the election of each director nominee, our Board will consist of 11 directors, 9 of whom are not our employees. The Company thanks Mr. Prager for his service. Your vote If you sign the attached or enclosed proxy card and return it to the Company, your proxy will be voted FOR each nominee, for terms expiring at the 2025 Annual Meeting of Stockholders, unless you specifically indicate on the proxy card that you are casting a vote against one or more of the nominees or abstaining from such vote. A vote of the majority of the votes cast is required to elect each director. Abstentions and broker non-votes are not treated as votes cast and will therefore have no effect on the outcome of the vote.

  17. New York, New York 10001

    | P | BOARD RECOMMENDATION | | | | The board unanimously recommends that you vote “FOR” the election of each of the following nominees: | | | | • Richard M. McVey • Christopher R. Concannon • Nancy Altobello • Steven L. Begleiter • Stephen P. Casper • Jane Chwick | • William F. Cruger • Kourtney Gibson • Carlos Hernandez • Richard G. Ketchum • Emily H. Portney |

  18. New York, New York 10001

    Each nominee currently serves as a director on our Board, and each nominee has agreed to continue to serve on the Board if such nominee is elected at the Annual Meeting. If any nominee is unable (or for good cause declines) to serve as a director at any time before the Annual Meeting, proxies may be voted for the election of a qualified substitute designated by the current Board, or else the size of the Board will be reduced accordingly. Biographical information about each of the nominees is included below under “Director information.” Qualifications for director nominees Our Board has adopted minimum qualifications for our directors: • substantial experience working as an executive officer for, or serving on the board of, a public company; • significant accomplishment in another field or endeavor; or • an ability to make a meaningful contribution to the oversight and governance of a company having a scope and size similar to our Company. A director must have an exemplary reputation and record for honesty in his or her personal dealings and business or professional activity. All directors must demonstrate strong leadership skills and should possess a basic understanding of financial matters; have an ability to review and understand the Company’s financial and other reports; and be able to discuss such matters intelligently and effectively. A director also needs to exhibit qualities of independence in thought and action. A candidate should be committed first and foremost to the interests of the stockholders of the Company. The key experience, qualifications and skills each of our directors brings to the Board that are important in light of our business are included in their individual biographies below. Board of Directors skills and expertise The Company’s directors are selected on the basis of specific criteria set forth in our Corporate Governance Guidelines. All of our directors possess financial industry experience and a history of strategic leadership. In addition to those qualifications, listed below are the skills and experience that we consider important for our director nominees. More detailed information is provided in each director nominee’s biography.

  19. New York, New York 10001

    | | Corporate Governance | Fixed Income/ Electronic Trading | Regulatory | Technology/ Cyber-security | Mergers and Acquisitions | Financial Planning and Capital Management | Accounting | Risk Management | Other Public Company Board Experience | Talent Management | | Richard M. McVey |  |  |  |  |  |  | |  | |  | | Christopher R. Concannon |  |  |  |  |  |  | |  |  |  | | Nancy Altobello |  | |  | |  |  |  |  |  |  | | Steven L. Begleiter |  | | | |  |  | |  |  |  | | Stephen P. Casper |  |  |  | |  |  |  |  | |  | | Jane Chwick |  |  | |  | |  | |  |  |  | | William F. Cruger |  |  | | |  |  |  |  |  | | | Kourtney Gibson | |  |  | | |  |  |  |  |  | | Carlos Hernandez |  |  |  | |  |  | |  | |  | | Richard G. Ketchum |  |  |  | | |  |  |  |  | | | Emily Portney |  |  |  | |  |  |  |  | |  |

  20. New York, New York 10001

    Director diversity The Company recognizes and embraces that having a diverse Board enhances both the Board’s effectiveness in fulfilling its oversight role and the Company’s performance. See “Corporate governance and Board matters — Board diversity policy” for more information. We are subject to Nasdaq Listing Rule 5605(f), which, after a transition period, will require us to have, or explain why we do not have, at least two members of our Board who are diverse, including at least one diverse director who self-identifies as female and at least one director who self-identifies as an underrepresented minority or LGBTQ+. We currently meet the diversity objectives of this requirement. In addition, we are also subject to Nasdaq Listing Rule 5606, which requires each Nasdaq-listed company, subject to certain exceptions, to provide statistical information about the company’s board of directors, related to each director’s self-identified gender, race, and self-identification as LGBTQ+. Below, please find the board diversity matrix for the Company:

  21. New York, New York 10001

    | Board Diversity Matrix (As of April 24, 2024) | | | | Total Number of Directors | 12 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 4 | 8 | | Part II: Demographic Background | | | | African American or Black | 1 | 0 | | Hispanic or Latinx | 0 | 1 | | White | 3 | 7 |

  22. New York, New York 10001

    The charts below demonstrate the diversity of our current directors by age, gender and tenure.

  23. New York, New York 10001

    | AGE | GENDER DIVERSITY | TENURE | | | | |

  24. New York, New York 10001

    Director information At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the persons named below to serve as directors of the Company for a term beginning at the Annual Meeting and ending at the 2025 Annual Meeting of Stockholders.

  25. New York, New York 10001

    | Richard M. McVey | | Christopher R. Concannon | | | | Age: 64 Director since: April 2000 Founder and Executive Chairman of the Board Board Committees: • None Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 56 Director since: January 2019 Board Committees: • None Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Richard M. McVey, our founder, has been our Executive Chairman since April 2023. Prior to this role, Mr. McVey served as our Chief Executive Officer and Chairman from our inception in 2000 to April 2023. As an employee of J.P. Morgan & Co., one of our founding broker-dealers, Mr. McVey was instrumental in the founding of MarketAxess. Prior to founding MarketAxess, Mr. McVey was Managing Director and Head of North America Fixed-Income Sales at J.P. Morgan, where he managed the institutional distribution of fixed-income securities to investors. Mr. McVey led MarketAxess through the Company’s initial public offering in 2004, and since that time, MarketAxess has been one of the fastest growing financial technology companies in the U.S. public markets. Mr. McVey was named the Ernst & Young National Entrepreneur of the Year for financial services in 2012, and he has been named to the Institutional Investor Tech 40 list 15 times. Mr. McVey was a member of the U.S. Securities and Exchange Commission’s (“SEC”) Fixed Income Market Structure Advisory Committee, for which he chaired the Technology and Electronic Trading Sub-Committee from November 2017 to March 2021. Mr. McVey serves on the Board of Directors of the Board of Trustees of Colby College. He previously served on the Board of Directors of Miami (Ohio) University Foundation and Blue Mountain Credit Alternatives L.P., an asset management fund focused on the credit markets and equity derivatives markets. Mr. McVey received a B.A. in finance from Miami (Ohio) University and an M.B.A. from Indiana University. Mr. McVey’s role as one of our founders and his service as our Chief Executive Officer for over 20 years give him deep knowledge and understanding of all aspects of the business and operations of MarketAxess. Mr. McVey’s extensive experience in the financial services industry, including significant leadership roles at J.P. Morgan, has provided the Company with comprehensive knowledge of the financial markets that we serve and the institutions and dealers that are our clients. | | Christopher R. Concannon has been our Chief Executive Officer since April 2023 and has been serving as Interim Chief Financial Officer since February 2024, which role is expected to end when Ms. Fiszel Bieler joins as Chief Financial Officer in May 2024. Prior to serving as Chief Executive Officer, Mr. Concannon served as our President and Chief Operating Officer from January 2019 to April 2023. Mr. Concannon previously served as President and Chief Operating Officer of Cboe Global Markets, Inc., one of the world’s largest exchange holding companies, until 2019, a position he was appointed to upon Cboe’s acquisition of Bats Global Markets, Inc. 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. Mr. Concannon has more than 20 years of experience as an executive at Nasdaq, Virtu Financial, Instinet and as an attorney at Morgan Lewis & Bockius and the SEC. Mr. Concannon received a B.A. from Catholic University, an M.B.A. from St. John’s University, and a J.D. from Catholic University’s Columbus School of Law. Mr. Concannon brings to the Board extensive experience leading companies in the global exchange industry. Mr. Concannon also has deep and critical knowledge regarding automated trading, the delivery of innovative technology solutions, market structure and clearing operations. | |

  26. New York, New York 10001

    | Nancy Altobello | | Steven L. Begleiter | | | | Age: 66 Director since: April 2019 Lead Independent Director Board Committees: • Compensation and Talent • Nominating and Governance Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • Amphenol Corporation (NYSE: APH) • WEX Inc. (NYSE: WEX) | | Age: 62 Director since: April 2012 Board Committees: • Finance (Chair) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • Great Ajax Corp. (NYSE: AJX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Nancy Altobello was most recently Global Vice Chair, Talent of Ernst & Young (“EY”), a professional services firm, where she was responsible for EY’s talent and people strategy worldwide from July 2014 until her retirement in June 2018. Previously, Ms. Altobello held a number of senior positions at EY, including Americas Vice Chair, Talent from 2008 to 2014, Managing Partner, Northeast Region Audit and Advisory Practices from 2003 to 2008 and Managing Partner, North American Audit Practice from 1999 to 2003. Throughout this time, Ms. Altobello also served as an audit partner for a number of leading global organizations. She currently serves on the Board of Directors of Amphenol Corporation and WEX Inc. She previously served on the Board of Directors of CA Technologies, Cornerstone OnDemand and MTS Systems Corporation until each of their respective acquisitions. Ms. Altobello received a B.S. in accounting from Fairfield University, earned a Corporate Director Certificate from Harvard Business School and a certificate in Climate Leadership from the Diligent Institute and is a Certified Public Accountant. Ms. Altobello was selected to serve on the Board due to her financial, audit and Sarbanes Oxley compliance expertise, her knowledge of talent and people strategy, and her global business experience. | | Steven L. Begleiter has been employed with Flexpoint Ford, LLC, a private equity group focused on investments in financial services and healthcare, since October 2008, where he currently serves as Managing Director. Prior to joining Flexpoint Ford, Mr. Begleiter spent 24 years at Bear Stearns & Co., serving first as an investment banker in the Financial Institutions Group and then as Senior Managing Director and member of its Management and Compensation Committee from 2002 to September 2008. Mr. Begleiter also served as head of Bear Stearns’ Corporate Strategy Group. Mr. Begleiter currently serves on the Board of Directors of Great Ajax Corp. and certain portfolio companies of Flexpoint Ford, LLC. He previously served on the Board of Directors of WisdomTree Investments, Inc. Mr. Begleiter received a B.A. with Honors in economics from Haverford College. Mr. Begleiter brings many years of leadership experience in the financial services and private equity industries to the Board. Mr. Begleiter also has extensive industry knowledge and expertise relating to mergers and acquisitions and capital formation. | |

  27. New York, New York 10001

    | Stephen P. Casper | | Jane Chwick | | | | Age: 74 Director since: April 2004 Board Committees: • Audit (Chair) • Compensation and Talent Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 61 Director since: October 2013 Board Committees: • Nominating and Governance • Risk (Chair) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • M&T Bank Corporation (NYSE: MTB) • Thoughtworks Holding, Inc. (NASDAQ: TWKS) • Voya Financial, Inc. (NYSE: VOYA) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Stephen P. Casper was most recently the President of TRG Management L.P., the investment manager of the TRG Global Opportunity Master Fund, Ltd., from April 2010 to August 2012. From September 2008 to April 2010, Mr. Casper was a partner of Vastardis Capital Services, which provides fund administration and securities processing outsourcing services to hedge funds, funds of funds and private equity funds and their investment management sponsors. Prior to this, Mr. Casper was Chairman and Chief Executive Officer of Charter Atlantic Corporation, the holding company of Fischer Francis Trees & Watts, Inc. (“FFTW”), a specialist manager of U.S., global and international fixed-income portfolios for institutional clients, and Malbec Partners, a manager of single-strategy hedge funds. From April 2004 to January 2008, Mr. Casper was the President and CEO of FFTW. Mr. Casper joined FFTW as Chief Financial Officer in 1990 and was appointed Chief Operating Officer in May 2001. From 1984 until 1990, Mr. Casper was Treasurer of the Rockefeller Family Office. Mr. Casper is Vice-Chairman of the Board of Directors of GMO LLC, a global investment management firm providing clients with asset management solutions and services, since May 2014. Mr. Casper is a Certified Public Accountant and received a B.B.A. in accounting from Baruch College, from which he graduated magna cum laude, Beta Gamma Sigma, and an M.S. in finance and accounting from The Wharton School at the University of Pennsylvania. Mr. Casper’s experience in the fixed-income markets and financial services industry and his experience in financial reporting and accounting roles bring extensive public accounting, financial reporting, risk management and leadership skills to the Board. | | Jane Chwick was most recently the Co-Founder and Co-CEO of Trewtec, Inc., a technology advisory firm designed to help board members and CEOs evaluate the technology function in their companies, from September 2014 until the firm ceased operations in August 2017. Prior to this role, she was a Partner and Co-Chief Operating Officer of the Technology Division of Goldman Sachs Group, Inc. where she was responsible for financial and business planning, technical strategy and ongoing management of an 8,000-person organization until her retirement in April 2013. During her 30-year career at Goldman Sachs, Ms. Chwick held a number of senior positions, including Global Head of Technology of the Securities Division and Global Head of Derivatives Technology. Ms. Chwick served on many governance committees at Goldman Sachs, including the firm’s Finance Committee, the firm-wide New Activity Committee and the Technology Risk Committee, and served as co-chair of the Technology Division Operating Committee. During her tenure, she drove the design, build and integration of technology across all of Goldman Sachs’ derivatives businesses, including fixed income, commodities, currencies and equities. Ms. Chwick is a member of the Board of Directors of M&T Bank Corporation, Thoughtworks Holding, Inc. and Voya Financial, Inc., and Ms. Chwick previously served on the Board of Directors of Essent Group and People’s United Financial, Inc. until its acquisition by M&T Bank Corporation in 2022. Ms. Chwick received a B.A. in mathematics from Queens College and an M.B.A. from St. John’s University with a concentration in MIS and quantitative analysis. Ms. Chwick’s extensive technology leadership experience gained in a global financial services firm, combined with her depth of market knowledge and industry insight, bring valuable skills and strategic perspective to the Board. | |

  28. New York, New York 10001

    | William F. Cruger | | Kourtney Gibson | | | | Age: 65 Director since: November 2013 Board Committees: • Audit • Finance • Nominating and Governance (Chair) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • M&T Bank Corporation (NYSE: MTB) • Virtu Financial, Inc. (NASDAQ: VIRT) | | Age: 42 Director since: July 2020 Board Committees: • Audit • Compensation and Talent Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | William F. Cruger was most recently Vice Chairman of Investment Banking at JPMorgan, a multinational investment bank and financial services company, where he was responsible for key client relationships on a global basis until his retirement in August 2013. Previously, Mr. Cruger held a number of senior positions at J.P. Morgan, including Managing Director in the Financial Institutions group from 1996 to 2011. During this time, he oversaw the rationalization of the firm’s private equity investments in trading platforms and related ventures at LabMorgan from 2000 to 2001. Prior to this, Mr. Cruger ran the firm’s investment banking practices in Japan from 1991 to 1996, Latin America from 1989 to 1991 and Emerging Asia from 1984 to 1988. He currently serves on the Board of Directors of M&T Bank Corporation and Virtu Financial, Inc., and has previously served on the Boards of Directors of Archipelago, Credittrade, Capital IQ. and People’s United Financial, Inc. until its acquisition by M&T Bank Corporation. Mr. Cruger received a B.A. from Clark University and an M.B.A. from Columbia University. Mr. Cruger’s diverse experience in investment banking at a global financial services firm, his extensive knowledge of financial institutions and financial markets, his leadership roles as a director of other financial services firms, and his international business experience bring critical skills and strategic insight to the Board. | | Kourtney Gibson has been the Chief Institutional Client Officer of TIAA, a leading provider of secure retirements and outcome-focused investment solutions, since July 2022. Previously, Ms. Gibson was Executive Vice Chairman of Loop Capital Markets, an investment bank, brokerage and advisory firm, from March 2022 to July 2022. Prior to this role, Ms. Gibson served in various roles at Loop Capital Markets, including as President from June 2016 to March 2022, Head of the Fixed Income Division from January 2015 to June 2016 and Head of the Equity Division from June 2005 to December 2015. Ms. Gibson is a member of The Economic Club of Chicago and previously served on the Board of lululemon athletica inc. until June 2023. Ms. Gibson also currently serves on the Board of Trustees at Viterbo University, the Board of the Dibia Dream Foundation and the Board of the Chicago Scholars Foundation. Ms. Gibson received an M.B.A. from the Kellogg School of Management at Northwestern University and a B.B.A. from the University of Miami. Ms. Gibson brings to the Board her wealth of experience relating to the evolving market structure of both the fixed income and equity markets, as well her broad-based experience with institutional investor clients. | |

  29. New York, New York 10001

    | Carlos Hernandez | | Richard G. Ketchum | | | | Age: 62 Director since: September 2023 Board Committees: • Finance Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 73 Director since: April 2017 Board Committees: • Audit • Risk Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Carlos M. Hernandez is the founder and Chief Executive Officer of Pensativa Partners, his family office, which he founded in July 2023. Mr. Hernandez retired from JPMorgan, a multinational investment bank and financial services company, in April 2023 after 37 years of service. Prior to his retirement, at JPMorgan, Mr. Hernandez was Executive Chair of Investment and Corporate Banking from 2020 to April 2023 and served as a member of the Operating Committee and a member of the Corporate & Investment Bank Management Team. Previously, Mr. Hernandez served as Head of Global Banking at JP Morgan from 2014 to 2019. Prior to this position, he was Global Head of Investor Services and led JPMorgan’s Global Equities and Prime Services business. Earlier in his career, he managed the Origination and Distribution business for the Americas, Institutional Equities for the Americas and Global Equity Capital Markets at JPMorgan. Before joining the Equities division, Mr. Hernandez was head of Investment Banking, Latin America at JPMorgan. Mr. Hernandez currently serves as Chairman of the Fund Board of Trustees for Calvary Hospital and a member of the Johns Hopkins University Krieger School of Arts and Sciences Advisory Board. He also serves as a Trustee at Greenwich Hospital and is a Director at Overland Advantage. Mr. Hernandez previously served on the Company’s Board from 2006 to 2019. Mr. Hernandez has a B.S. in Business from the State University of New York at Old Westbury and an M.B.A. from Columbia University. Mr. Hernandez brings a broad range of leadership experience and a deep understanding of the global financial markets and financial services and securities industries, including the particular needs of an international corporation, to the Board. Mr. Hernandez also has a unique understanding of, and experience with, our broker-dealer clients and their needs, particularly in the context of recent regulatory reform. | | Richard G. Ketchum was most recently Chief Executive Officer of the Financial Industry Regulatory Authority, Inc. (“FINRA”) from March 2009 to July 2016 and served as Chairman of FINRA’s Board of Governors from March 2009 to August 2016. Prior to joining FINRA, Mr. Ketchum held a range of senior regulatory positions in the financial industry over twenty years, including as Chief Executive Officer of NYSE Regulation, Inc., President of the NASDAQ OMX Group Inc., a predecessor of Nasdaq, Inc., President and Chief Operating Officer of the National Association of Securities Dealers Inc., a predecessor of FINRA, and Director of the Division of Market Regulation at the SEC. Mr. Ketchum was also the General Counsel of the Corporate and Investment Bank of Citigroup Inc. Mr. Ketchum is on the Board of Directors of GSS, a subsidiary of BNY Mellon. He previously served as Non-Executive Chairman of the Board of Directors of Sculptor Capital Management, Inc. Mr. Ketchum received a B.A. from Tufts University and a J.D. from New York University School of Law. Mr. Ketchum brings to the Board substantial regulatory experience in the securities industry and deep knowledge of the legal and compliance issues facing companies in the financial services industry. | |

  30. New York, New York 10001

    | Emily Portney | | | | Age: 52 Director since: October 2017 Board Committees: • Risk Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | | Emily Portney became the CEO of Asset Servicing for the Bank of NY Mellon (“BK”), a global financial services institution, in February 2023, after serving as the Chief Financial Officer of the firm from 2020 to 2023 and Head of Asset Servicing, Americas from 2018 to 2020. Emily is a member of BK’s Executive Committee. As CEO of Asset Servicing, Emily oversees BK’s largest business unit, providing investment administration, operational and technology solutions to traditional and alternative asset managers, asset owners, insurance companies, banks and broker-dealers. Prior to joining BK, Ms. Portney was Chief Financial Officer of Barclays International where she helped to establish the non-ring-fenced bank, and led a global organization spanning the Corporate and Investment Bank, the Private Bank, as well as Cards and Payments. Ms. Portney started her career at JPMorgan Chase & Co in 1993 and served in various senior roles including Global Head of Clearing and Collateral Management as well as Chief Financial Officer of Equities and Prime Services. Ms. Portney previously served on the Board of Directors of The Depository Trust & Clearing Corporation (DTCC). Ms. Portney received a B.A. from Duke University and an M.B.A. from Columbia University. Ms. Portney brings leadership experience from a number of financial institutions. Ms. Portney also has in-depth experience relating to clearing operations and strategies and the requirements of operating a firm in a highly regulated industry. | |

  31. New York, New York 10001

    Director independence The Board of Directors has determined that each of our current directors, other than Mr. McVey, our Executive Chairman, and Mr. Concannon, our Chief Executive Officer and Interim Chief Financial Officer (“CEO”), currently meet the independence requirements contained in the NASDAQ listing standards and applicable securities rules and regulations. In determining the independence of each of our non-employee directors, the Board considered the transactions described under “Certain relationships and related person transactions – Other transactions.” None of our non-employee directors has a relationship with the Company or its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Board refreshment We do not have director age or term limits, as we believe our efforts to regularly refresh the Board with new directors, as well as natural turnover, have achieved the appropriate balance between maintaining longer-term directors with deep institutional knowledge and new directors who bring new perspectives and diversity to our Board. Our Board reviews director tenure every year in connection with its director independence determinations. We plan to continue to refresh our Board of Directors to ensure that it is composed of high functioning, qualified and diverse members. In addition, on an annual basis, the Nominating and Governance Committee reviews and makes recommendations to the Board related to the size, structure and composition of the Board and its Committees. Board diversity policy The Company recognizes and embraces that having a diverse Board enhances both the Board’s effectiveness in fulfilling its oversight role and the Company’s performance. The Company’s Board Diversity Statement, included in our Corporate Governance Guidelines, cites diversity at the Board level as an essential element in the attainment of its strategic objectives and in achieving sustainable and balanced development. In designing the Board’s composition, the Board takes a holistic view of diversity, considering, among other things, diversity of gender, age, race, ethnicity, nationality, cultural and educational background, professional experience, skills, knowledge and length of service. In any formal search for Board candidates, the Nominating and Corporate Governance Committee includes, and requests that any search firm that it engages include, qualified candidates with a diversity of race/ethnicity and gender in the initial pool from which the Committee selects director candidates. The ultimate decision on all Board nominations is based on merit and the contributions that the selected candidates will bring to the Board, having due regard for the benefits of diversity. The Nominating and Corporate Governance Committee annually reviews the approval criteria for the selection of new directors and the evaluation and renomination of existing directors, including with regard to the Board Diversity Statement. This annual evaluation enables the Board and the Nominating and Corporate Governance Committee to update the skills and experience they seek in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time, and to assess the effectiveness of efforts at promoting diversity. We are subject to Nasdaq Listing Rule 5605(f), which, after a transition period, will require us to have, or explain why we do not have, at least two members of our Board who are diverse, including at least one diverse director who self-identifies as female and at least one director who self-identifies as an underrepresented minority or LGBTQ+. We currently meet the diversity objectives of this requirement. See “Proposal 1 — Election of Directors — Director Diversity” for more information. How nominees to our Board are selected Candidates for election to our Board of Directors are nominated by our Nominating and Corporate Governance Committee and ratified by our full Board of Directors for election by the stockholders. The Nominating and Corporate Governance Committee is tasked with identifying individuals qualified to become directors and considers candidates to fill positions on the Board based on a set of criteria for the selection and evaluation of directors approved by the Board. The Nominating and Corporate Governance Committee operates under a charter, which is available in the Investor Relations — Corporate Governance section of our corporate website at www.marketaxess.com. Under our By-Laws, directors are elected by a majority of the votes cast. Pursuant to our resignation policy, if an incumbent nominee for director does not receive at least a majority of the votes cast, that director is required to tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating and Corporate Governance Committee will give the same consideration to properly submitted candidates recommended by stockholders as they do candidates suggested by other parties. Stockholders may recommend candidates for the Nominating and Corporate Governance Committee’s consideration by submitting such recommendations directly to the Nominating and Corporate Governance Committee as described below under “— Communicating with our Board members.” In making recommendations, stockholders should be mindful of the discussion of minimum qualifications set forth above under “— Qualifications for director nominees” though meeting such minimum qualification standards does not imply that the Nominating and Corporate Governance Committee will necessarily nominate the person recommended by a stockholder. The Nominating and Corporate Governance Committee may also engage outside search firms to assist in identifying or evaluating potential nominees. Board leadership structure Currently, the roles of Chairman of the Board and CEO are held by two separate individuals. From 2000 until April 3, 2023 (the “Transition Effective Date”), Mr. McVey, MarketAxess’ founder, served as both Chairman of the Board and CEO of the Company. On the Transition Effective Date, Mr. McVey became Executive Chairman and Mr. Concannon, formerly the Company’s President and Chief Operating Officer, was promoted to CEO. As Executive Chairman, Mr. McVey focuses on supporting Mr. Concannon in his new role, further developing corporate strategy and working closely with key clients and our Board. This separation of the roles of Executive Chairman and CEO allows MarketAxess to continue to leverage Mr. McVey’s industry expertise and extensive knowledge of MarketAxess while transitioning full management of MarketAxess’ operations and business plans to Mr. Concannon. Our Corporate Governance Guidelines provide that when the Chairman of the Board is an affiliated director or a member of the Company’s management, the Chairman of the Nominating and Corporate Governance Committee shall act as the Lead Independent Director, unless otherwise determined by a majority vote of the independent directors of the Board. The independent directors of the Board have elected Ms. Altobello to serve as the Board’s Lead Independent Director. Our Lead Independent Director is responsible for, among other things, consulting with the Executive Chairman regarding the agenda and meeting schedules for each Board meeting, coordinating the activities of the non-employee directors, including presiding over the executive sessions of non-employee directors, and serving as a liaison between the Executive Chairman and the non-employee directors. The Lead Independent Director also has the authority to call meetings of the independent directors and, if requested by significant shareholders, is available for consultation and direct communication. Our Lead Independent Director leads an executive session of the independent directors at each board meeting.

  32. New York, New York 10001

    We believe that this Board leadership structure, when combined with the composition of the Board and the strong leadership of our independent directors and Lead Independent Director, strikes an appropriate balance between consistent leadership and independent oversight of MarketAxess’ business and affairs. The Board has established other structural safeguards that serve to preserve the Board’s independent oversight of management. The Board is comprised almost entirely of independent directors who are highly qualified and experienced, and who exercise a strong, independent oversight function. The Board’s Audit Committee, Compensation and Talent Committee, Nominating and Corporate Governance Committee, Risk Committee and Finance Committee are comprised entirely of, and are chaired by, independent directors. Independent oversight of our Executive Chairman’s and CEO’s performance is provided through a number of Board and committee processes and procedures, including regular executive sessions of non-employee directors and annual evaluations of our Executive Chairman’s and CEO’s respective performance against pre-determined goals. The Board believes that these safeguards preserve the Board’s independent oversight of management and provide a balance between the authority of those who oversee the Company and those who manage it on a day-to-day basis. Board committees

  33. Internal Audit’s involvement in risk oversight

    | Director Compensation Pay Structure - Effective July 2023 | | | | | | | Board Cash Retainer | Cash Committee Chair / LID Fee 1 | Cash Committee Membership Fee 1 | Board Equity Retainer | | Annual Retainer - All | $85,000 | - | - | $160,000 | | Audit Committee | - | $25,000 | $12,500 | - | | Compensation / Talent Committee | - | $20,000 | $10,000 | - | | Governance / Nominating Committee | - | $20,000 | $10,000 | - | | Finance Committee | - | $20,000 | $10,000 | - | | Risk Committee | - | $25,000 | $12,500 | - | | Lead Independent Director 2 | - | $25,000 | - | $25,000 |

  34. Internal Audit’s involvement in risk oversight

    | Director Compensation for Fiscal 2023 | | | | | | Name | Fees Earned or Paid in Cash 1 | Stock Awards 2,5 | All Other Compensation 3 | Total | | | ($) | ($) | ($) | ($) | | Nancy Altobello | 127,170 | 182,488 | 0 | 309,659 | | Steven L. Begleiter | 105,000 | 157,776 | 0 | 262,776 | | Stephen P. Casper | 120,000 | 157,776 | 1,664 | 279,441 | | Jane Chwick | 120,000 | 157,776 | 1,411 | 279,188 | | William F. Cruger | 127,500 | 157,776 | 9,771 | 295,047 | | Kourtney Gibson | 107,500 | 157,776 | 1,411 | 266,688 | | Justin Gmelich 4 | 27,143 | 0 | 0 | 27,143 | | Carlos Hernandez 4 | 28,397 | 115,998 | 0 | 144,395 | | Richard Ketchum | 108,160 | 157,776 | 1,411 | 267,348 | | Xiaojia Charles Li 4 | 37,129 | 0 | 2,918 | 40,047 | | Emily Portney | 97,500 | 157,776 | 1,411 | 256,688 | | Richard Prager 4 | 117,500 | 157,776 | 1,411 | 276,688 |

  35. Other transactions

    Other transactions Although not considered related person transactions that are required to be disclosed under SEC rules, each of the 5% stockholders that are listed under “Security ownership of certain beneficial owners and management” or their affiliated entities is a party to a user, dealer, data or other agreement that governs their access to, and activity on, our electronic trading platforms and access to our data products. In addition, from time to time, the Company and such stockholders could enter into other commercial agreements in which the 5% stockholder does not have a direct or indirect material interest. In addition, certain entities for which some of our directors serve as employees or officers have entered into transactions with the Company, including user, dealer, data or other agreements that govern their access to, and activity on, our electronic trading platforms and access to our data products. Each of these agreements were entered into in the ordinary course of business and, subject to our usual trade terms, provide for the fees and expenses to be paid by such entities for the use of the platform or access to data. While these transactions are not considered related person transactions that are required to be disclosed under SEC rules, our Audit Committee reviews and approves such transactions on an annual basis. ENVIRONMENTAL, SOCIAL AND GOVERNANCE STRATEGY AND INITIATIVES We are focused on growing our business sustainably by delivering long-term value for our customers, suppliers, stockholders, employees and the communities where we live and work. At MarketAxess, we think of our environmental, social and governance (“ESG”) strategy as one that encompasses both corporate and commercial objectives. We aim to operate the Company responsibly while managing risks and using our resources wisely. Our 2023 ESG Report, when available, can be accessed in the Investor Relations — Corporate Governance section of our website. The report details topics identified by a non-financial materiality and prioritization assessment, including customer privacy, data security, ethical conduct of business, diversity, equity and inclusion, human capital management and employee health and wellbeing. The 2023 ESG Report, and our response to the Climate Disclosure Project’s climate change questionnaire referenced below are not, and will not be deemed to be, part of this Proxy Statement or incorporated by reference into any of our filings with the SEC. Our Board takes an active role overseeing our ESG initiatives and progress The focus on strong corporate governance practices has long been part of the MarketAxess culture. Our Board is 83.3% independent and 41.7% diverse, based on race/ethnicity or gender. In 2023, our Board appointed Nancy Altobello as our Lead Independent Director. Her extensive audit experience, along with her deep global expertise in managing talent, diversity, and corporate culture, have made her an invaluable director since she joined the Board in 2019. Ms. Altobello has already made significant contributions as Lead Independent Director. Our Board oversees our ESG initiatives and the Board’s oversight is supported through its committees. For example, our Compensation and Talent Committee oversees the Company’s diversity, equity and inclusion and human capital management practices. In 2023, the Committee reviewed reports from management on succession planning, recruiting, employer branding and our high potential talent review, among other topics. Our Risk Committee oversees the Company’s cybersecurity practices and receives quarterly updates from our Chief Information Security Officer. The Board’s committees report on the matters discussed at the committee level to the full Board. We believe that a diverse and inclusive workforce will fuel our success Our board remains focused on strengthening our diversity, equity and inclusion infrastructure, increasing diversity Company-wide and providing an environment where diverse employees thrive. While we are a small organization, our diverse client base spans the globe. We prioritize diversity of thought and experience and are intentional about every hire we make. We have improved our representation of women in leadership positions, which we believe will drive long-term success. In February 2024, we announced that Ilene Fiszel Bieler will be joining MarketAxess as our Chief Financial Officer in May 2024. Following Ms. Fiszel Bieler’s start with the Company, our Global Management Team will be 30.8% female, up from 15.4% in 2021. We are investing in our talent throughout the organization In 2023, we conducted a comprehensive talent review to identify our high potential employees with the ability, engagement and aspiration to rise to, and succeed in, more senior, business critical positions. In early 2024, we have started building on this work by providing a select group of our employees with one-on-one coaching services. We believe that this expert counsel will enable and empower employees to further invest in their career ENVIRONMENTAL, SOCIAL AND GOVERNANCE STRATEGY AND INITIATIVES growth and maximize their personal and professional potential at MarketAxess. In addition to investing in our current employees, in 2023, we expanded our leadership bench with key hires across the organization, including a Global Head of Market Data and a Global Head of Data Technology. We have also increased our investment in talent management and leadership development Company-wide. In 2023, as part of our annual goal setting process, employees were required to set their own development goals in addition to business operations goals. We also integrated our Leadership Expectations into our performance management processes in order to reinforce the importance of leading by example and developing team members. We believe that this re-energized focus on talent management and personal development will drive long-term performance by building our bench and training our leaders of tomorrow. We are taking an active leadership role in sustainable finance The Company is proud of our Trading for Trees program, in partnership with One Tree Planted, in which five trees are planted for every $1 million of green bonds traded on our platforms. In 2023, we surpassed the milestone of one million trees planted around the world since the program’s inception just five years ago. In addition, in 2023, MarketAxess also began purchasing renewable energy-related transferable tax credits under the Inflation Reduction Act. We took advantage of this new transferability market to deliver value to our stockholders and the communities we live and work in by lowering our effective tax rate while simultaneously supporting the innovative producers of renewable energy and related components that will drive the United States’ transition to a greener economy. We believe that both of these initiatives demonstrate the unique value of MarketAxess as a leader in the sustainable finance sector. We continue to support our communities through our philanthropic efforts Our philanthropic efforts are directed toward supporting underserved communities through work with groups like City Harvest, an organization focused on feeding hungry families and addressing food insecurity. We are also focused on youth education and supporting student access to technology, through work with partners such as PENCIL, an organization that brings together business professionals, educators and students across New York City through immersive programs, and IntoUniversity, which operates local learning centers for youth in the United Kingdom. We are focused on continuing our progress and making improvements in the years ahead. PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  36. Other transactions

    The Audit Committee of our Board has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2024 and to audit the Company’s internal control over financial reporting as of December 31, 2024, and the Board is asking stockholders to ratify that selection. PwC has audited our consolidated financial statements each year since our formation in 2000. The Audit Committee periodically considers whether there should be a rotation of independent registered public accounting firms and the Audit Committee currently believes that the continued retention of PwC is in the best interests of the Company and our stockholders. Although current law, rules and regulations, as well as the charter of the Audit Committee, require our independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board considers the selection of our independent registered public accounting firm to be an important matter of stockholder concern and considers a proposal for stockholders to ratify such selection to be an important opportunity for stockholders to provide direct feedback to the Board on an important issue of corporate governance. In the event that stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain PwC, but may ultimately determine to retain PwC as our independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders. In 2011, the Company, in the ordinary course of its business, entered into a bulk data agreement with PwC for the purpose of supporting valuation conclusions reached by PwC in the normal course of PwC’s audit and other work for its clients, which has been amended from time to time. Pursuant to the agreement, the Company provides bond pricing data to PwC on terms consistent with the terms of similar data sales agreements entered into by the Company. The aggregate revenue to the Company from the data agreement for the year ended December 31, 2023 was approximately $310,000. On an annual basis, the Audit Committee evaluates the effect of such agreement on the independence of PwC and has concurred with the opinion of the Company’s management and PwC that the arrangement constitutes an “arm’s-length” transaction that would not affect PwC’s independence. Representatives of PwC will be present at our Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from stockholders. Your vote Unless proxy cards are otherwise marked, the persons named as proxies will vote FOR the ratification of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Approval of this proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock having voting power present in person or represented by proxy. Abstentions will have the same effect as a vote AGAINST this proposal. Brokers have discretionary authority to vote on Proposal 2 and, therefore, there will be no broker non-votes on Proposal 2.

  37. Other transactions

    | | BOARD RECOMMENDATION | | | The board unanimously recommends that you vote “FOR” ratification of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2024. |

  38. Other transactions

    PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Audit and other fees The aggregate fees billed by our independent registered public accounting firm for professional services rendered in connection with the audit of our annual financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2023 and 2022 and the audit of our broker-dealer subsidiary annual financial statements, as well as fees paid to PwC for tax compliance and planning, if any, and other services, are set forth below. Except as set forth in the following sentence, the Audit Committee, or a designated member thereof, pre-approves 100% of all audit, audit-related, tax and other services rendered by PwC to the Company or its subsidiaries. The Audit Committee has authorized the CEO and the CFO to purchase permitted non-audit services rendered by PwC to the Company or its subsidiaries up to, and including, a limit of $10,000 per service and an annual aggregate limit of $20,000 for all such services. Each fiscal year, the Company’s independent registered public accounting firm submits to the Audit Committee (and the Audit Committee requests from the independent registered public accounting firm) the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. Each fiscal year, the independent registered public accounting firm also submits to the Audit Committee (and the Audit Committee requests from the independent registered public accounting firm), a formal written statement of the fees billed by the independent registered public accounting firm to the Company in each of the last two fiscal years for each of the following categories of services rendered by the independent registered public accounting firm: (i) the audit of the Company’s annual financial statements and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q or services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements; (ii) assurance and related services not included in clause (i) that are reasonably related to the performance of the audit or review of the Company’s financial statements, in the aggregate and by each service; (iii) tax compliance, tax advice and tax planning services, in the aggregate and by each service; and (iv) all other products and services rendered by the independent registered public accounting firm, in the aggregate and by each service. Set forth below is information regarding fees paid by the Company to PwC during the fiscal years ended December 31, 2023 and 2022.

  39. Other transactions

    | Fee Category | 2023 | 2022 | | Audit Fees 1 | $3,418,157 | $2,869,147 | | Tax Fees 2 | 75,000 | 228,000 | | All Other Fees 3 | 6,000 | 10,650 | | Total | $3,499,157 | $3,107,797 |

  40. Other transactions

    (1) The aggregate fees incurred include amounts for the audit of the Company’s consolidated financial statements (including fees for the audit of our internal control over financial reporting), the audit of our broker-dealer subsidiary’s annual financial statements and the audits of our foreign subsidiaries’ annual statutory financial statements. (2) Tax fees are comprised of fees for transfer pricing services. Other Fees are comprised of annual subscription fees for accounting related research and service fees related to XBRL conversion services. REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee currently consists of Mr. Casper (Chair), Mr. Cruger, Ms. Gibson and Mr. Ketchum. Each member of the Audit Committee is independent, as independence is defined for purposes of Audit Committee membership by the listing standards of NASDAQ and the applicable rules and regulations of the SEC. The Audit Committee appoints our independent registered public accounting firm, reviews the plan for and the results of the independent audit, approves the fees of our independent registered public accounting firm, reviews with management and the independent registered public accounting firm our quarterly and annual financial statements and our internal accounting, financial and disclosure controls, reviews and approves transactions between the Company and its officers, directors and affiliates, and performs other duties and responsibilities as set forth in a charter approved by the Board of Directors. During fiscal year 2023, the Audit Committee met five times. The Company’s senior financial management and independent registered public accounting firm were in attendance at such meetings. Following each quarterly meeting during 2023, the Audit Committee conducted a private session with the independent registered public accounting firm, without the presence of management. The Audit Committee also had one joint meeting with the Risk Committee during 2023. The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on the Company’s senior management, including particularly its senior financial management, to prepare financial statements with integrity and objectivity and in accordance with generally accepted accounting principles, and relies upon the Company’s independent registered public accounting firm to review or audit, as applicable, such financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). We have reviewed and discussed with senior management the Company’s audited financial statements for the year ended December 31, 2023 which are included in the Company’s 2023 Annual Report on Form 10-K. Management has confirmed to us that such financial statements (i) have been prepared with integrity and objectivity and are the responsibility of management and (ii) have been prepared in conformity with generally accepted accounting principles. In discharging our oversight responsibility as to the audit process, we have discussed with PwC, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. We have received the written disclosures and the letter from PwC concerning their communications with us concerning independence, as required by applicable requirements of the PCAOB, and we have discussed with PwC their independence. Based upon the foregoing review and discussions with our independent registered public accounting firm and senior management of the Company, we recommended to our Board that the financial statements prepared by the Company’s management and audited by its independent registered public accounting firm be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, that was filed with the SEC.

  41. Other transactions

    | Submitted by the Audit Committee of the | | Board of Directors: | | Stephen P. Casper— Chair | | William F. Cruger | | Kourtney Gibson | | Richard G. Ketchum |

  42. Other transactions

    STOCK MATTERS Security ownership of certain beneficial owners and management The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of April 8, 2024, by (i) each person or group of persons known by us to beneficially own more than five percent of our Common Stock, (ii) each of our named executive officers (“NEOs”), (iii) each of our directors and nominees for director and (iv) all of our directors and executive officers as a group. The following table gives effect to the shares of Common Stock issuable within 60 days of April 8, 2024, upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date. Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under Section 13 of the Exchange Act and includes voting and investment power with respect to shares. The percentage of beneficial ownership is based on 37,602,968 shares of Common Stock outstanding at the close of business on April 8, 2024. Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of our Common Stock that such person or entity beneficially owns. Unless otherwise indicated, the address of each beneficial owner listed below is c/o MarketAxess Holdings Inc., 55 Hudson Yards, 15th Floor, New York, New York 10001.

  43. Other transactions

    | | Number of Shares Beneficially Owned | Percentage of Stock Owned | | 5% Stockholders | | | | The Vanguard Group 1 | 4,526,422 | 12.04% | | BlackRock, Inc. 2 | 3,178,566 | 8.45% | | Guardian Capital LP 3 | 1,882,832 | 5.01% | | NEOs and Directors | | | | Richard M. McVey 4 | 700,559 | 1.85% | | Christopher R. Concannon 5 | 120,059 | * | | Nancy Altobello 6 | 1,040 | * | | Steven Begleiter 7 | 7,566 | * | | Stephen P. Casper 8 | 54,728 | * | | Jane Chwick 9 | 7,255 | * | | William F. Cruger 10 | 7,242 | * | | Kourtney Gibson 11 | 1,587 | * | | Carlos Hernandez 12 | 20,439 | * | | Richard G. Ketchum 13 | 3,138 | * | | Emily H. Portney 14 | 2,875 | * | | Richard Prager 15 | 3,904 | * | | Kevin M. McPherson 16 | 64,370 | * | | Naineshkumar S. Panchal 17 | 1,269 | * | | Scott Pintoff 18 | 5,638 | * | | Christophe Roupie 19 | 4,251 | * | | Christopher N. Gerosa 20 | 1,194 | * | | All Executive Officers and Directors as a Group (16 persons) 21 | 1,005,920 | 2.66% |

  44. Other transactions

    * Less than 1%. Information regarding the number of shares beneficially owned by The Vanguard Group was obtained from a Schedule 13G filed by The Vanguard Group with the SEC on February 13, 2024. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. STOCK MATTERS Information regarding the number of shares beneficially owned by BlackRock, Inc. was obtained from a Schedule 13G filed by BlackRock, Inc. with the SEC on January 25, 2024. The principal business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (3) Information regarding the number of shares beneficially owned by Guardian Capital LP was obtained from a Schedule 13G filed by Guardian Capital LP with the SEC on February 14, 2024. The principal business address of Guardian Capital LP is Commerce Court West, Suite 2700, P.O. Box 201, Toronto, Ontario, Canada M5L 1E8. (4) Consists of (i) 526,697 shares of Common Stock owned individually; (ii) 2,000 shares of Common Stock owned by immediate family members; and (iii) 171,862 shares of Common Stock issuable pursuant to stock options granted to Mr. McVey that are or become exercisable within 60 days. Does not include (i) 14,943 shares of Common Stock issuable pursuant to stock options that are not exercisable within 60 days; (ii) 5,025 unvested RSUs; (iii) 89,607 deferred RSUs or (iv) 14,812 PSUs (as defined herein). (5) Consists of (i) 32,695 shares of Common Stock owned individually and (ii) 87,364 shares of Common Stock issuable pursuant to stock options granted to Mr. Concannon that are or become exercisable within 60 days. Does not include (i) 17,341 shares of Common Stock issuable pursuant to stock options that are not exercisable within 60 days; (ii) 8,615 unvested RSUs; (iii) 668 deferred RSUs or (iv) 20,564 PSUs. (6) Consists of (i) 368 shares of Common Stock owned individually; and (ii) 672 unvested RSUs that vest within 60 days. Does not include 1,035 deferred RSUs. (7) Consists of (i) 6,985 shares of Common Stock owned individually; and (ii) 581 unvested RSUs that vest within 60 days. Does not include 1,553 deferred RSUs. (8) Consists of (i) 9,339 shares of Common Stock owned individually; (ii) 44,808 shares of Common Stock held indirectly in a trust for which Mr. Casper’s spouse is the trustee; and (iii) 581 unvested restricted stock awards that vest within 60 days. (9) Consists of (i) 6,674 shares of Common Stock owned individually; and (ii) 581 unvested restricted stock awards that vest within 60 days. (10) Consists of (i) 6,175 shares of Common Stock owned individually; (ii) 581 unvested restricted stock awards that vest within 60 days; and (iii) 486 deferred RSUs that will deliver within 60 days. (11) Consists of (i) 1,006 shares of Common Stock owned individually; and (ii) 581 unvested restricted stock awards that vest within 60 days. (12) Consists of (i) 19,946 shares of Common Stock owned individually; and (ii) 493 unvested restricted stock awards that vest within 60 days. (13) Consists of (i) 2,557 shares of Common Stock owned individually; and (ii) 581 unvested restricted stock awards that vest within 60 days. (14) Consists of (i) 2,294 shares of Common Stock owned individually; and (ii) 581 unvested restricted stock awards that vest within 60 days. (15) Consists of (i) 3,323 shares of Common Stock owned individually; and (iii) 581 unvested restricted stock awards that vest within 60 days. (16) Consists of (i) 64,370 shares of Common Stock owned individually. Does not include (i) 6,722 unvested RSUs or (ii) 7,742 PSUs. (17) Consists of (i) 1,269 shares of Common Stock owned individually. Does not include (i) 7,013 unvested RSUs; or (ii) 7,597 PSUs. (18) Consists of (i) 5,638 shares of Common Stock owned individually. Does not include (i) 3,864 unvested RSUs or (ii) 4,019 PSUs. (19) Consists of (i) 4,251 shares of Common Stock owned individually. Does not include (i) 3,775 unvested restricted stock units or (ii) 5,041 PSUs. (20) Consists of (i) 1,194 shares of Common Stock owned individually. (21) Consists of (i) 740,395 shares of Common Stock owned individually; (ii) 6,299 shares or RSUs that vest or deliver within 60 days; and (iii) 259,226 shares of Common Stock issuable pursuant to stock options that are or become exercisable within 60 days. Does not include (i) 32,284 shares of Common Stock issuable pursuant to stock options that are not exercisable within 60 days; (ii) 34,014 RSUs that are unvested; (iii) 92,863 deferred RSUs or (iv) 59,775 performance shares PSUs. Delinquent Section 16(a) reports Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, (“Reporting Persons”) to file with the SEC reports of ownership and reports of changes in ownership of our common stock. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of such reports received or written representations from certain Reporting Persons, to the Company’s knowledge, all Reporting Persons complied with all applicable requirements during fiscal year ended December 31, 2023, except for the following: Mr. Gerosa, the Company’s former Chief Financial Officer, had one report related to the surrender of shares on August 1, 2023 to the Company to satisfy Mr. Gerosa’s tax withholding obligation upon the vesting of RSUs previously granted to Mr. Gerosa that was inadvertently filed late on August 7, 2023. EXECUTIVE OFFICERS Set forth below is information concerning our executive officers as of the date hereof.

  45. Other transactions

    | Name | Age | Title | | Christopher R. Concannon | 56 | Chief Executive Officer and Interim Chief Financial Officer | | Richard M. McVey | 64 | Executive Chairman | | Kevin M. McPherson | 53 | Chief Revenue Officer | | Naineshkumar S. Panchal | 52 | Chief Information Officer | | Scott Pintoff | 53 | General Counsel and Corporate Secretary | | Christophe Roupie | 58 | Head of EMEA and APAC |

  46. Other transactions

    Christopher R. Concannon has been Chief Executive Officer since April 2023 and has been serving as our Interim Chief Financial Officer since February 2024, which role is expected to end when Ms. Fiszel Bieler joins as Chief Financial Officer in May 2024, as discussed below. He previously served as our President & Chief Operating Officer, from January 2019 to April 2023. Mr. Concannon has been a member of the Board of Directors since January 2019. See “Proposal 1 – Election of Directors — Director information” for a discussion of Mr. Concannon’s business experience. Richard M. McVey has been Executive Chairman since April 2023 and previously served as our Chairman and CEO from our inception to April 2023. See “Proposal 1 – Election of Directors — Director information” for a discussion of Mr. McVey’s business experience. Kevin M. McPherson has been Chief Revenue Officer since July 2023. Previously, Mr. McPherson served as Global Head of Sales from June 2014 to July 2023 and U.S. Sales Manager from January 2008 to June 2014. From March 1999 to December 2007, Mr. McPherson was a Sales Representative for the Company, running the Company’s West Coast sales and distribution effort. From June 1996 to March 1999, Mr. McPherson worked within the Emerging Markets Fixed Income Group of Scudder Stevens & Clark, where he traded emerging market fixed income securities and supported portfolio administration. Mr. McPherson began his career at State Street Bank & Trust, where he worked from June 1994 to June 1996 as an accountant and auditor for fixed income and equities portfolios. Mr. McPherson received a B.A. in business administration from the University of Maine. Naineshkumar S. Panchal has been Chief Information Officer since March 2022. Prior to his current role, Mr. Panchal served as a Managing Director of Goldman Sachs Asset Management Technology from November 2014 to February 2022. In that role, he served in various capacities, including a Global Co-Head of Technology, Asset Management Division from 2020 to 2021, Global Head of Goldman Sachs Asset Management Portfolio Management and Trading Technology from 2019 to 2020, Global Co-Head of Goldman Sachs Asset Management Portfolio Management and Trading Technology from 2018 to 2019 and Global Head of Fixed Income and Sales Technology, Asset Management Division from 2014 to 2018. Prior to this role, he was a Managing Director, Technology of Goldman Sachs Securities Division, serving in various capacities from 1996 to 2014. Mr. Panchal began his career as a Consultant, Financial Services at Andersen Consulting prior to his tenure at Goldman Sachs. He holds a B.A. and an M.A., each in Computer Science, from Cambridge University. Scott Pintoff has been General Counsel and Corporate Secretary of MarketAxess since February 2014. In this role, Mr. Pintoff is responsible for the legal and compliance departments, as well as the regulatory affairs of the Company. Prior to joining MarketAxess, Mr. Pintoff was General Counsel and Corporate Secretary at GFI Group, a position he held since 2003. At GFI, Mr. Pintoff was responsible for all legal, regulatory and compliance matters, including GFI’s initial public offering, all major acquisitions and implementation of the Dodd-Frank Act. Mr. Pintoff joined GFI Group in 2000 as Associate General Counsel. Prior to GFI, Mr. Pintoff was at Dewey Ballantine LLP EXECUTIVE OFFICERS from 1996 to 2000 within the mergers and acquisitions group. Mr. Pintoff received a B.A. (Honors) from Wesleyan University and a J.D from the New York University School of Law. Christophe Roupie has been Head of EMEA and APAC since May 2020. From March 2017 through May 2020, Mr. Roupie was the Company’s Head of Europe and Asia. Prior to joining MarketAxess, from October 2015 until October 2016, Mr. Roupie was the CEO of HiRock AG, a family office in Switzerland. From May 2005 to October 2015, Mr. Roupie was Global Head of Trading and Securities Financing at AXA Investment Managers. While at AXA Investment Managers, he managed trading teams in Paris, London, Hong Kong and Greenwich, Connecticut across equities, fixed income, FX, derivatives, repo and stock lending. Prior to this, Mr. Roupie was the Global Head of Fixed Income Trading at IXIS AM (now Natixis Asset Management) from October 2000 to March 2005. In addition, in February 2024, the Company announced that Ilene Fiszel Bieler, age 55, has been appointed as Chief Financial Officer, effective May 2024. Ms. Fiszel Bieler has served as Executive Vice President, Global Head of Investor Relations and Chief Operating Officer of State Street Global Markets and Global Credit Finance of State Street Corporation (“State Street”), a global financial services and bank holding company, since 2022, and previously served as Executive Vice President, Global Head of Investor Relations of State Street from 2020 to 2022 and Senior Vice President, Global Head of Investor Relations of State Street from 2017 to 2020. Prior to State Street, Ms. Fiszel Bieler served in various positions, including as Head of Investor Relations and Strategy for the Americas at Barclays plc and Head of Fixed Income Investor and Rating Agency Relations at Citigroup Inc. Ms. Fiszel Bieler holds a B.A. from the University of Arizona and a Master of Urban Planning from New York University. A LETTER FROM OUR COMPENSATION AND TALENT COMMITTEE Dear Fellow Stockholders, As members of MarketAxess’ Compensation and Talent Committee (the “Compensation Committee”), we endeavor to create an executive compensation program that is performance-based, directly correlated with business and financial results, and designed to attract, reward and retain high caliber executives. In 2023, we received strong positive feedback from stockholders on our compensation program. The 2023 say-on-pay proposal received 92.4% support, and subsequent stockholder engagement in late 2023 and early 2024, has generally been positive. The Compensation Committee seeks to include the input of our stockholders in the regular evaluation of our programs and welcomes continued stockholder feedback regarding our executive compensation practices. The Company reached out to stockholders who collectively represented over 65.0% of our outstanding common stock and had conversations with ten stockholders who requested engagement representing approximately 33.0% percent of our outstanding common stock. The feedback from our stockholders, including the welcomed evolution of our executive compensation programs over the last few years, was conveyed to our Compensation Committee. We remain determined to understand your perspectives and committed to considering constructive changes in response to your feedback. Our compensation program is designed to reward the short-term and long-term success of the Company. The Company’s 2023 NEO cash incentives were tied to both 2023 adjusted operating income and the executive’s individual performance, including contributions to the Company’s strategic objectives. The Company’s 2023 equity incentives, granted in February 2024, were comprised 50% of performance stock units (“PSUs”), which measure a combination of market share, revenue growth, and operating margin, over a subsequent three-year performance period. The structure of our performance equity awards has significantly aligned our stockholder interests and the compensation of our NEOs. The performance equity awards that were granted in 2021 were subject to composite market share and operating margin performance metrics, weighted at 50% each. The performance period of the 2021 Performance Equity Awards was from January 1, 2021 to December 31, 2023, a period in which the Company faced market headwinds in comparison to the year ended December 31, 2020. As a result, as a percentage of target performance, composite market share and operating margin funded at 77.8% and 0.0%, respectively, with a resulting payout calculated at 38.9% of target.

  47. Other transactions

    As further described under “Corporate governance – Board leadership structure,” the Company completed the transition of our Chief Executive Officer position from Mr. McVey to Mr. Concannon. Mr. McVey continues to serve the Company as its Executive Chairman. We believe that this Board leadership structure, when combined with the composition of the Board and the strong leadership of our independent directors and Lead Independent Director, strikes an appropriate balance between consistent leadership and independent oversight of MarketAxess’ business and affairs. Our Compensation Committee is and will remain committed to the ongoing evaluation and improvement of our executive compensation program. We look forward to continuing the dialogue and encourage you to reach out with any questions or concerns related to our program before making your voting decision. Thank you for your investment in MarketAxess.

  48. Other transactions

    | Submitted by the Compensation and | | Talent Committee of the Board of | | Directors: | | Richard L. Prager – Chair | | Nancy Altobello | | Stephen P. Casper | | Kourtney Gibson |

  49. Other transactions

    This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation program and provides an overview of the Company’s pay for performance methodology and compensation decisions for the following NEOs:

  50. Other transactions

    | Named Executive Officers | | | Name | Title | | Christopher R. Concannon | Chief Executive Officer and Interim Chief Financial Officer | | Richard M. McVey | Executive Chairman | | Kevin M. McPherson | Chief Revenue Officer | | Naineshkumar S. Panchal | Chief Information Officer | | Christophe Roupie | Head of EMEA & APAC | | Christopher N. Gerosa | Former Chief Financial Officer |

  51. Other transactions

    On April 3, 2023, Mr. Concannon, formerly the Company’s President and Chief Operating Officer, was promoted to CEO and Mr. McVey, formerly the Company’s CEO, became the Company’s Executive Chairman. On November 9, 2023, the Company announced that Christopher N. Gerosa, then Chief Financial Officer, would step down, effective January 31, 2024. Mr. Gerosa was employed by the Company as Chief Financial Officer as of December 31, 2023, but is no longer employed by the Company as of the date of this Proxy Statement. Mr. Concannon was appointed as Interim Chief Financial Officer on February 1, 2024. In February 2024, the Company announced that Ilene Fiszel Bieler had been appointed as its Chief Financial Officer, effective May 2024. Ms. Fiszel Bieler is not included in this CD&A as she was not employed by the Company during the year ended December 31, 2023. Responding to stockholders; evolving pay practices

  52. Elements of executive compensation

    Elements of executive compensation Our NEO’s compensation is comprised of base salaries, annual cash incentive compensation and various forms of equity granted under our 2020 Equity Incentive Plan. The combination of these elements enables us to offer a competitive, cost-effective compensation program that balances variable, or at-risk, compensation with prudent risk-taking and the interests of our stockholders. Equity awards may be granted on an annual basis or as one-time awards, including multi-year awards that are attributed over multiple years of compensation. We believe that equity awards serve as an important part of a NEO’s compensation in that they further ensure alignment of the NEO’s interests with those of our stockholders. Annual variable cash and equity compensation gives the Compensation Committee the flexibility to tie NEO compensation to individual and corporate performance, which is an important element of our pay philosophy and each NEO’s compensation. The table below summarizes the elements of our compensation program as in effect for fiscal year 2023 and how each element supports the Company’s compensation objectives:

  53. Elements of executive compensation

    | Component | | Performance Link | Description | | Base Salary | Cash | N/A |  Provides a consistent minimum level of compensation that is paid throughout the year at a cost-effective level for the Company | | Annual Cash Incentive | Cash | Adjusted operating income (60% for Messrs. Concannon and McVey; 50% for all other NEOs) |  Performance-based cash incentive opportunity  Rewards short-term performance in a framework that discourages excessive risk-taking | | | | Individual performance and contributions to strategic objectives (40% for Messrs. Concannon and McVey; 50% for all other NEOs) | | | Long-Term Annual Equity Incentive | 50% PSUs | U.S. credit market share (1/3rd) |  Financial performance targets are pre-determined by the Compensation Committee and reflect our financial and strategic long-term goals  Three-year performance periods with one- year calculation periods  Targets for years two and three are generally linked to prior year’s targets or results  Cliff-vest after three years | | | | Revenue growth excluding U.S. credit (1/3rd) | | | | | Operating margin (1/3rd) | | | | 50% Time vested equity (RSUs and stock options) | Stock price performance |  Stock-based awards establish direct alignment with our stock price performance and stockholder interests  Messrs. Concannon and McVey receive half of their annual long-term equity award that is time-based in RSUs and the other half in stock options  Under our “Flex Share” program, the other NEOs may choose to receive this portion of their award in all RSUs or a combination of RSUs and stock options, allowing the Company to deliver more individualized awards without incurring additional expense  Vest ratably over three years |

  54. Elements of executive compensation

    The NEOs also receive standard employee benefits, including healthcare, life insurance, disability and retirement savings plans. The NEOs do not generally receive any perquisites. In 2023, however, Mr. Roupie received a one-time visa assistance benefit for legal fees associated with a visa filing for the benefit of Mr. Roupie, his spouse and two children. See “—2023 compensation detail—Other benefits; Perquisites” for more information. The structure of our performance equity awards has significantly aligned stockholder interests and the compensation of our NEOs. The performance equity awards that were granted in 2021 were subject to composite market share and operating margin performance metrics, weighted at 50% each. The performance period of the 2021 Performance Equity Awards was from January 1, 2021 to December 31, 2023, a period in which the Company faced market headwinds in comparison to the year ended December 31, 2020. As a result, as a percentage of target performance, composite market share and operating margin funded at 77.8% and 0.0%, respectively, with a resulting payout calculated at 38.9% of target.

  55. 2023 compensation decisions

    2023 compensation decisions A significant portion of each NEO’s compensation is dependent on our financial performance, with the NEO’s annual cash incentives tied to the Company’s adjusted operating income. The Company generated $361.1 million of adjusted operating income in 2023, which was below our 2023 internal target goal of $426.8 million. Accordingly, the cash incentive plan pool funding was lower than budgeted. See “Appendix A–Reconciliation of Non-GAAP Amounts” for a reconciliation of adjusted operating income to operating income, a non-GAAP measure. Further details about how the adjusted operating income affected the NEO’s cash incentive can be found under “— 2023 compensation detail — Annual cash incentives” below. The remainder of each NEO’s annual cash incentive awards for 2023 was determined by the Compensation Committee’s assessment of each NEO’s attainment of quantitative and qualitative performance criteria, which include contributions to the Company’s strategic objectives. Our annual long-term equity incentives are stock-based awards that establish direct alignment with our stock price performance and stockholder interests. The amount awarded to each of the NEOs is based upon the NEO’s individual performance and may be further informed by benchmark data.

  56. 2023 compensation decisions

    (1) Represents equity awards attributable to 2023 performance. Messrs. Concannon’s, McVey’s and Panchal’s equity incentive column include $1,000,000, $1,833,000 and $750,000 in attributed multi-year compensation from previously granted multi-year equity awards. See “—Multi-Year Awards” below. Mr. Gerosa’s equity incentive would have included $333,333 in attributed multi-year compensation from previously granted multi-year equity awards, but his 2023 equity incentive was reduced to zero. See footnote 6 below. (2) “2023 Total Compensation” differs from the figures shown in the total column of the table under “Executive compensation —Summary compensation table.” The Summary Compensation Table reflects the full grant date value of any equity award received by the NEOs in the year actually granted, in accordance with FASB ASC Topic 718. (3) Mr. Concannon was promoted to Chief Executive Officer on April 3, 2023. He previously served as President and Chief Operating Officer. In connection with his promotion to Chief Executive Officer, Mr. Concannon also received (i) RSUs with a grant value of $1.05 million; and (ii) PSUs with a target grant date fair value of $2.45 million, in each case, not reflected under “Equity” in the table above. Mr. Roupie is located in the U.K., and, while the amounts shown in the table are expressed in U.S. dollars, the components of his compensation are paid in British pounds. These components were converted to U.S. dollars using the exchange rate of 1.2453, which is average exchange rate for the year ended December 31, 2023. (6) On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. As such, the Compensation Committee used its discretion to adjust his total 2023 annual cash and equity incentives to $0. Executive compensation practices and governance

  57. Role of independent compensation consultants

    Role of independent compensation consultants Pursuant to its charter, the Compensation Committee may retain and terminate any consultant or other advisor, as well as approve the advisor’s fees and other engagement terms. For fiscal year 2023, the Compensation Committee retained FW Cook as its independent compensation consultant for purposes of advising on executive compensation. Representatives from FW Cook attended Compensation Committee meetings, participated in executive sessions and communicated directly with the Compensation Committee. During 2023, FW Cook provided the following services to the Compensation Committee: Executive Compensation Design – Provided the Compensation Committee with executive compensation design suggestions and alternatives; • Pay Analysis – Reviewed and benchmarked competitive market pay levels with respect to 2023 compensation for our global management team, including the NEOs; • Peer Group Construction – Reviewed and recommended changes to the Company’s peer group composition (as discussed below in Peer Group); and • General Advice/Compliance – Provided general compensation-related recommendations to the Compensation Committee and performed other services, including providing advice regarding regulatory and advisory compliance issues, CEO succession and other governance issues. FW Cook also advised the Compensation Committee with regard to the compensation for our Board of Directors. See “Corporate governance and board matters — Director compensation” for more information. The compensation consultant reported directly, and is directly accountable, to the Compensation Committee. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and determined that its work did not raise any conflicts of interest. The Compensation Committee will continue to monitor the independence of its compensation consultant on an annual basis.

  58. Compensation risk assessment

    Compensation risk assessment The Compensation Committee is responsible for reviewing and assessing potential risk arising from the Company’s compensation policies and practices. The Compensation Committee regularly reviews the Company’s compensation policies and practices to ascertain any potential material risks that may be created by the Company’s compensation programs. FW Cook provided the Compensation Committee an assessment of the effectiveness of all major components of the Company’s compensation programs, including the mix between annual and long-term compensation; short and long-term incentive program design; incentive plan performance criteria and corresponding objectives; its clawback policy; and its stock ownership guidelines. The Compensation Committee’s review includes the compensation practices for our entire employee base to ensure that our pay practices, compensation programs and business strategies do not motivate imprudent risk-taking by any employee. The Compensation Committee considered these items in determining the appropriate compensation programs for the Company. The Company utilizes many design features that mitigate the likelihood of encouraging excessive risk-taking behavior. Among these design features are the use of: Equity compensation with long-term vesting (three to five years); • Holding periods or cliff-vesting for certain long-term equity awards; • Clawback policies; • Stock ownership and retention guidelines that meet market standards; • The Compensation Committee’s ability to exercise downward discretion in determining payouts, including after consideration of regulatory, compliance and legal issues; and • Training on our Code of Conduct and other policies that educate our employees on appropriate behaviors and the consequences of taking inappropriate actions. Based on the foregoing, the Compensation Committee and management agree that our compensation policies and practices do not encourage excessive risk-taking or create risks that are reasonably likely to have a material adverse effect on the Company. We believe that our compensation programs do not provide incentives that encourage risk-taking beyond the Company’s ability to effectively identify and manage significant risks and is compatible with the internal controls and the risk management practices of the Company. How we determine pay levels

  59. Peer group

    Peer group The Compensation Committee assesses the Company’s financial performance and executive compensation competitiveness against a group of peer companies that it selects based on input from FW Cook. A key objective of our executive compensation program is to ensure that the total compensation package and structure that we provide to our NEOs is competitive with the companies with whom we compete for executive talent. The 2023 peer group consisted of companies that are similar to the Company in terms of competitive positioning, financial size, operating characteristics, market sector or industry classification. FW Cook engages with the Compensation Committee to review the peer group annually and periodically make changes. In 2023, FW Cook completed an annual review of the composition of our peer group. Factors considered in determining the peer group (“Peer Group”) included: • financial size (e.g., revenue, market capitalization, operating income, etc.); • whether companies compete with us for clients, executives or other employee talent; • market sector, asset class or product offering; • peers of peers, as well as peers designated by shareholder advisory firms in their annual reviews; and reviewing the broader market for additional firms in financial services, IT services and software industries, based on relative revenue, market capitalization and operating income similarity. For 2023, our Peer Group was comprised of the following firms:

  60. Peer group

    | 2023 Peer Group | | | | ACI Worldwide, Inc. | Factset Research Systems, Inc. | Q2 Holdings Inc. | | AssetMark Financial Holdings, Inc. | Fair Isaac Corporation | SEI Investments Company | | BGC Partners, Inc. | Guidewire Software, Inc. | Tradeweb Markets Inc. | | Black Knight, Inc. | Hercules Capital, Inc. | Virtu Financial, Inc. | | Cboe Global Markets, Inc. | Morningstar, Inc. | WisdomTree Investments, Inc. | | Cohen & Steers, Inc. | MSCI Inc. | | | Envestnet, Inc. | Nasdaq Inc. | |

  61. Peer group

    In 2023, we added AssetMark Financial Holdings, Inc. (“AssetMark”) to, and removed Aspen Technologies, Inc. (”Aspen”) from, our Peer Group. We made these changes because: (a) AssetMark exhibited financials aligned with MarketAxess, operates in a parallel business space, providing wealth management technology solutions, and is a peer of two members of the Peer Group; and (b) Aspen has a minimal focus on financial services and completed a transaction whereby Emerson Electric now owns a majority stake in Aspen.

  62. Benchmarking — importance and process

    Benchmarking — importance and process In addition to the peer group, FW Cook also used leading industry compensation surveys for the financial services and financial technology sectors for benchmarking purposes. The surveys provide a broader view of compensation levels and trends, which is useful in combination with the Peer Group data. The Compensation Committee considered this data, in conjunction with the Company’s performance and each NEO’s individual performance, contribution and expertise in determining how each NEO is paid vis-à-vis the recommended market data. The Compensation Committee is presented summary statistics and does not review the list of individual companies that participate in the surveys. 2023 compensation detail

  63. Elements of executive compensation

    Elements of executive compensation The compensation structure for our NEOs is comprised of base salaries, annual cash incentive compensation and various forms of equity granted under our 2020 Equity Incentive Plan. The combination of these elements enables us to offer a competitive, cost-effective compensation program that balances variable, or at-risk, compensation with prudent risk-taking and stockholder interests. Equity awards may be granted on an annual basis or as one-time awards, including multi-year awards, that are attributed over multiple years of compensation. We believe that equity awards serve as an important part of an NEO’s compensation in that they further ensure alignment of the NEO’s interests with those of our stockholders. Annual variable cash and equity compensation gives the Compensation Committee the flexibility to tie NEO compensation to individual and corporate performance, which is an important element of our pay philosophy and each NEO’s compensation. The NEOs also receive standard employee benefits including healthcare, life insurance, disability and retirement savings plans. The NEOs do not generally receive any perquisites. In 2023, however, Mr. Roupie received a one-time visa assistance benefit for legal fees associated with a visa filing in the United Kingdom for Mr. Roupie, his spouse and two children. See “—2023 compensation detail—Other benefits; Perquisites” for more information.

  64. Annual cash incentives

    Annual cash incentives The NEO’s annual cash incentives are designed to reward short-term performance in a framework that discourages excessive risk-taking. The chart below summarizes each NEO’s target annual cash incentive, along with the funding as a percentage of target for both the adjusted operating income and individual performance portions and the actual payout amounts for the year ended December 31, 2023.

  65. Annual cash incentives

    | 2023 Cash Incentive Summary (000's) | | | | | | | | Target Cash | Funding as a Percentage of Target | | | 2023 Cash | | | Incentive | Adjusted Operating Income 1 | Individual | Total 2 | Incentive | | Christopher R. Concannon 3 | $1,625 | 85% | 73% | 80% | $1,300 | | Richard M. McVey 4 | $1,493 | 85% | 73% | 80% | $1,194 | | Naineshkumar S. Panchal | $850 | 85% | 104% | 94% | $800 | | Kevin M. McPherson | $750 | 85% | 95% | 90% | $675 | | Christophe Roupie 5 | $467 | 85% | 115% | 100% | $467 | | Christopher N. Gerosa 6 | $600 | – | – | – | – |

  66. Annual cash incentives

    (1) Adjusted operating income excludes unplanned inorganic activity and the impact of cash incentives. See “Appendix A – Reconciliation of Non-GAAP Amounts” for a reconciliation of adjusted operating income to operating income. (2) Funding as a percentage of target is weighted (i) for Messrs. Concannon and McVey, between adjusted operating income (60%) and their respective individual performance and contributions to strategic objectives (40%); and (ii) for the other NEOs, between adjusted operating income (50%) and the NEO’s respective individual performance and contributions to strategic objectives (50%). (3) Mr. Concannon was promoted to Chief Executive Officer on April 3, 2023. He previously served as President and Chief Operating Officer. (4) Mr. McVey became Executive Chairman on April 3, 2023. He previously served as Chief Executive Officer. (5) Mr. Roupie is located in the U.K., and, while the amounts shown in the table are expressed in U.S. dollars, the components of his compensation are paid in British pounds. These components were converted to U.S. dollars using the exchange rate of 1.2453, which is the average exchange rate for the year ended December 31, 2023. (6) On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. As such, the Compensation Committee used its discretion to adjust his total 2023 annual cash and equity incentives to $0. In 2023, 60% of Messrs. Concannon’s and McVey’s annual cash incentive, and 50% of the other NEO’s respective annual cash incentives, was directly linked to the Company’s adjusted operating income results. This performance metric is different than the performance metrics used for the Company’s annual long-term equity incentive awards. The other 40% or 50%, as applicable, of the annual cash incentive for our NEOs was based on the executive’s individual performance (see “2023 individual performance” below). For 2023, the NEOs’ cash incentives were paid out of the 2009 Employee Performance Incentive Plan (the “Employee Cash Incentive Plan”).

  67. 2023 adjusted operating income performance

    | Adjusted Operating Income Performance Grid (millions) | | | | Performance | Adjusted Operating Income 1 | Payout | | 150% of Target or Higher | ≥$640.1 | 150% | | 125% of Target | $533.4 | 125% | | 100% of Target | $426.8 | 100% | | 2023 Actual | $361.1 | 85% | | 75% of Target | $320.1 | 75% | | 50% of Target | $213.4 | 50% | | Less Than 50% of Target | <$213.4 | 0% |

  68. 2023 individual performance

    2023 individual performance In connection with the determination of each NEO’s annual cash incentive award, the Compensation Committee assessed individual performance. Individual performance is reflective of an individual’s attainment of quantitative and qualitative performance criteria, which include contributions to the Company’s strategic objectives. The Compensation Committee believes this component provides an opportunity to evaluate the quality of individual results on an annual basis and that the consideration of the progress on the Company’s diversity and human capital initiatives reinforces the achievement of such objectives. The Compensation Committee assessed contributions to the Company’s growth strategy of our NEOs based on our strategic objectives:

  69. 2023 individual performance

    | 2023 Strategic Objectives | | | Deliver innovative trading automation tools | Grow client relationships | | Improve financial performance | Attract, develop and retain top talent | | Build a scalable and resilient business | Expand our product reach |

  70. 2023 individual performance

    These goals are intended to ensure the long-term stability of the Company and alignment between NEO’s compensation and the Company’s long-term strategic goals. The NEOs were credited with contributions aligning to our growth strategy, including the contributions summarized below:

  71. 2023 individual performance

    | 2023 Individual Performance Considerations | | | Christopher R. Concannon |  Delivered new and innovative technology and analytics solutions, such as Adaptive Auto-x (the first client algorithm in Credit), MarketAxess X-Pro, and data products such as Tradeability, AI Dealer Select, CP+ Inquiry and Matchability. (Deliver innovative trading automation tools)  Led the automation business to a record approximately $300 billion in volume. (Deliver innovative trading automation tools)  Negotiated strategic transactions, including the Pragma Acquisition. (Expand our product reach)  Reorganized the Product and Technology teams into a more streamlined product business stripe and created and led the Global Product Management Group to improve global product management and technology resourcing decisions. (Deliver innovative trading automation tools)  Led the strategy of the Company, including shifting the technology and product strategies to expand our market opportunity in products, protocols and trade sizes. (Expand product reach)  Hosted numerous client events, client forums and private client gatherings. (Grow client relationships)  Drove strategy and execution for DE&I and ESG. (Attract, develop and retain top talent) | | Richard M. McVey |  Provided strategic advice to Chief Executive Officer and other management team members as Executive Chair. (Attract, develop and retain top talent)  Worked closely with the Board’s Nominating and Governance Committee to attract and retain talented and diverse independent directors, including by recruiting Carlos Hernandez to the Board, furthering the Board's deep global markets knowledge. (Attract, develop and retain top talent).  Maintained regulatory dialogue with key regulators in the U.S. and Europe. (Build a scalable and resilient business)  Maintained senior client relationships in the dealer and investor community. (Grow client relationships)  Supported the Company’s shareholder and analyst communications. (Build a scalable and resilient business)  Active in the Company’s Risk Management oversight. (Build a scalable and resilient business)  Continued progress in the Company’s culture and diversity programs, including recruitment and retention of diverse employees, leadership development and better employee communication. (Attract, develop and retain top talent)  Developed deeper senior management capabilities in key business areas. (Attract, develop and retain top talent) | | Naineshkumar S. Panchal |  Drove the creation and execution of the new MarketAxess X-Pro platform. (Deliver innovative trading automation tools; Expand our product reach; and Grow client relationships)  Delivered a record number of technology features in 2023 (+1,000 features). (Deliver innovative trading automation tools; Grow client relationships; and Build a scalable and resilient business)  Continued to enhance the focus on technology risk and control at the Company (Build a scalable and resilient business) |

  72. 2023 individual performance

    | |  Established the technical platform strategy for the Company to provide technology leverage and scale through the cloud strategy, data platform and UI/UX platform. (Build a scalable and resilient business)  Executed on an Engagement Survey action plan for the Technology organization. (Attract, develop and retain top talent)  Continued to build the technology talent through external hiring & internal career development. (Attract, develop and retain top talent)  Sponsored the Women in Technology initiative for female technology professionals at the firm. (Attract, develop and retain top talent) | | Kevin M. McPherson |  Delivered record global credit trading volumes of $3.1 trillion; record global trading revenue of $662 million; and record market share in Emerging Markets, Eurobond, and Muni volumes. (Improve financial performance)  Hosted or attended client events in 12 US cities and 19 international cities. (Grow client relationships)  Led the global sales team to a record approximately 24,500 client meetings. (Grow client relationships)  Led employee engagement survey action planning efforts. (Attract, develop and retain top talent)  Participated in MarketAxess’ charitable outreach programs. (Attract, develop and retain top talent) | | Christophe Roupie |  Delivered record EMEA/APAC revenues and volumes, with double digits volume (14%), revenue (11%) and operating income (11%) year on year growth despite challenging market conditions. (Improve financial performance)  Strong local expense discipline leading to operating costs being $8.4 million favorable to budget, generating record regional operating income and an operating margin in line with budget at 45%. (Improve financial performance)  Continued to expand regional client network, specifically in APAC and some parts of Eastern Europe, which resulted in record EMEA/APAC contribution to global volume. (Grow client relationships)  Maintenance and development of key international client and dealer relationships. (Grow client relationships)  Led employee engagement survey action planning efforts. (Attract, develop and retain top talent) |

  73. 2023 individual performance

    Mr. Gerosa is omitted from the table above because he was not credited with any individual performance contributions due to his resignation on November 6, 2023.

  74. Non-qualified deferred cash plan

    Non-qualified deferred cash plan The Company offers a voluntary non-qualified deferred cash plan that allows U.S.-based NEOs and other select participants to defer all or part of their annual cash incentive. In 2023, none of the NEOs deferred their annual cash incentive. Please see “Executive compensation — Nonqualified Deferred Compensation.”

  75. Annual long-term equity incentives

    Annual long-term equity incentives We grant equity awards to our NEO’s annually as part of our on-going compensation program. SEC rules require that we report all equity granted during the applicable reporting year in our executive compensation tables (see “Executive compensation” below). As such, in this CD&A, we provide an overview of all equity awards granted in February 2023 for 2022 performance. However, in calculating total direct compensation (“TDC”), which includes cash payments, annual equity awards made in relation to prior year performance and the annualized value of multi-year equity awards, for performance year 2023, we used the value of equity granted in February 2024 in recognition of performance during 2023. Accordingly, we have also included an overview of equity awards granted in 2024. Our annual long-term equity incentives are stock-based awards that establish direct alignment with our stock price performance and stockholder interests. The amount awarded to each of the NEOs is based upon the NEO’s individual performance, which reflects the attainment of quantitative and qualitative performance criteria, inclusive of contributions to the Company’s growth strategy and may be further informed by benchmark data. For information on how the Compensation Committee determines the NEO’s individual performance and contributions to our growth strategy, please refer to the factors described under “2023 compensation detail – Annual Cash Incentives – 2023 individual performance.” The number of shares awarded is based on the average closing price of our Common Stock for the ten consecutive trading days leading up to and including the date of grant, helping to ensure that the timing of any award will not be subject to manipulation and reducing the impact of any significant short-term swings in stock price. The awards vest over a minimum of three years, and the first vesting date is at least one year from the date of grant. The composition of our NEO’s annual equity awards granted in February 2023 and February 2024 were as follows:

  76. Annual long-term equity incentives

    | Component | Performance Link | Description | | 50% PSUs | U.S. credit market share (1/3rd) | • Financial performance targets are pre-determined by the Compensation Committee and reflect our financial and strategic long-term goals • Three-year performance periods with one-year calculation periods • Targets for years two and three are generally linked to prior year’s targets or results • Cliff-vest after three years | | | Revenue growth excluding U.S. credit (1/3rd) | | | | Operating margin (1/3rd) | | | 50% Time vested equity (RSUs and stock options) | Stock price performance | • Stock-based award establishes direct alignment with our stock price performance and stockholder interests • Messrs. Concannon and McVey receive half of their annual long-term equity award that is time-based in RSUs and the other half in stock options • Under our “Flex Share” program, the other NEOs may choose to receive this portion of their award in all RSUs or a combination of RSUs and stock options, allowing the Company to deliver more individualized awards without incurring additional expense • Vest ratably over three years |

  77. Annual long-term equity incentives

    The chart below shows the annual equity award value granted to our NEOs in February 2023 to reward their performance in 2022 and the value of any multi-year awards included in their TDC for 2022.

  78. Annual long-term equity incentives

    | 2022 Equity Incentive Summary (000's) | | | | | | | | | Multi-Year | Granted February 2023 for 2022 | | | | 2022 Equity | | | Attribution 1 | PSUs | RSUs | Options | Total | Incentive | | Christopher R. Concannon | $1,000 | $1,400 | $700 | $700 | $2,800 | $3,800 | | Richard M. McVey | $2,200 | $1,775 | $888 | $888 | $3,550 | $5,750 | | Naineshkumar S. Panchal | $750 | $325 | $325 | – | $650 | $1,400 | | Kevin M. McPherson | – | $775 | $775 | – | $1,550 | $1,550 | | Christophe Roupie 2 | – | $468 | $468 | – | $936 | $936 | | Christopher N. Gerosa | $333 | $233 | $117 | $117 | $467 | $800 |

  79. Annual long-term equity incentives

    (1) See “—Multi-year awards” below. (2) Mr. Roupie is located in the U.K., and, while the amounts shown in the table are expressed in U.S. dollars, the components of his compensation are paid in British pounds. These components were converted to U.S. dollars using the exchange rate of 1.2394 which is the average exchange rate for the year ended December 31, 2022. The chart below shows the annual equity award value granted to our NEOs in February 2024 to reward their performance in 2023 and the value of any multi-year awards included in their TDC for 2023.

  80. Annual long-term equity incentives

    | 2023 Equity Incentive Summary (000's) | | | | | | | | | Multi-Year | Granted February 2024 for 2023 | | | | 2023 Equity | | | Attribution 1 | PSUs | RSUs | Options | Total | Incentive | | Christopher R. Concannon 2 | $1,000 | $1,775 | $888 | $888 | $3,550 | $4,550 | | Richard M. McVey 3 | $1,833 | $1,162 | $581 | $581 | $2,323 | $4,156 | | Naineshkumar S. Panchal | $750 | $600 | $600 | – | $1,200 | $1,950 | | Kevin M. McPherson | – | $813 | $813 | – | $1,625 | $1,625 | | Christophe Roupie 4 | – | $548 | $548 | – | $1,096 | $1,096 | | Christopher N. Gerosa 5 | – | – | – | – | – | – |

  81. Annual long-term equity incentives

    (1) See “—Multi-year awards” below. (2) Mr. Concannon was promoted to Chief Executive Officer on April 3, 2023. He previously served as President and Chief Operating Officer. (3) Mr. McVey became Executive Chairman on April 3, 2023. He previously served as Chief Executive Officer. (4) Mr. Roupie is located in the U.K., and, while the amounts shown in the table are expressed in U.S. dollars, the components of his compensation are paid in British pounds. These components were converted to U.S. dollars using the exchange rate of 1.2453, which is the average exchange rate for the year ended December 31, 2023.

  82. Performance stock units

    Performance stock units PSUs are intended to align our employees’ interests, including the NEOs, with those of our stockholders, with a focus on long-term financial results. PSUs are granted to the NEOs and other employees pursuant to the 2020 Equity Incentive Plan. The Compensation Committee approved the following awards of PSUs in February 2023 and February 2024:

  83. Performance stock units

    | 2022 and 2023 Performance Stock Unit Summary | | | | | | | | | Granted February 2023 for 2022 | | | Granted February 2024 for 2023 | | | | | Grant Date | Units Granted at Target | Grant Date Fair Value 1 | Grant Date | Units Granted at Target | Grant Date Fair Value 1 | | Christopher R. Concannon 2 | 2/15/2023 | 3,934 | $1,410,457 | 2/15/2024 | 7,981 | $1,759,811 | | Richard M. McVey 3 | 2/15/2023 | 4,988 | $1,788,348 | 2/15/2024 | 5,223 | $1,151,672 | | Naineshkumar S. Panchal | 2/15/2023 | 913 | $327,338 | 2/15/2024 | 2,698 | $594,909 | | Kevin M. McPherson | 2/15/2023 | 2,178 | $780,878 | 2/15/2024 | 3,653 | $805,487 | | Christophe Roupie | 2/15/2023 | 1,279 | $458,560 | 2/15/2024 | 2,519 | $555,440 | | Christopher N. Gerosa 4 | 2/15/2023 | 656 | $235,196 | – | – | – |

  84. Performance stock units

    (1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of PSUs to grant by dividing the target grant value by the 10-trading day average up to and including the date of grant. (2) Mr. Concannon was promoted to Chief Executive Officer on April 3, 2023. He previously served as President and Chief Operating Officer. (3) Mr. McVey became Executive Chairman on April 3, 2023. He previously served as Chief Executive Officer. (4) On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. The performance metrics used for PSUs in February 2023 and February 2024 are different than the performance metric used for the Company’s annual cash incentive plan. Goals were set at the beginning of the performance period based on prior actual results and the Company’s budget. The goals and the Company’s budget are each subject to review and approval by the Board. The Compensation Committee seeks to make target goals ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. The Company intends to disclose the performance metric payout results as a percentage of target, as well as the resulting payout for the PSUs as a percentage, following the Compensation Committee’s certification of the Company’s results against such targets at the end of each applicable three-year performance period. See “—2021 performance awards” for information regarding the payout of awards that have vested in 2024. The PSUs granted to the NEOs cliff-vest after three years and have three-year performance periods with one-year calculation periods, with targets in years two and three generally linked to the prior year’s target or result. For the awards granted in February 2023 and February 2024, the Compensation Committee established U.S. credit market share (1/3rd), revenue growth excluding U.S. credit (1/3rd), and operating margin (1/3rd) as the three financial metrics applicable to the awards. U.S. credit market share is a relative metric that captures our market share performance in U.S. high grade and U.S. high yield bonds. Revenue growth excluding U.S. credit includes our performance with respect to Eurobonds, emerging markets bonds, US government bonds, municipal bonds, information services and post-trade services and other revenue streams. The PSU payout opportunity ranges from 0 to 200% of target, based on performance. The awards are subject to continued service and any applicable severance provisions set forth in a NEO’s employment agreement, severance protection agreements and award agreement terms, each as applicable. The chart below summarizes the performance metrics for the PSUs held by our NEOs that were granted in January 2022, February 2023 and February 2024, and are currently outstanding:

  85. Performance stock units

    | Performance Metrics for Outstanding Performance Stock Units | | | | Metrics 1 | Metric Weightings | Performance Range | | U.S. Credit Market Share | 1/3 | 0% - 200% | | Revenue Growth Excluding U.S. Credit | 1/3 | 0% - 200% | | Operating Margin | 1/3 | 0% - 200% |

  86. Performance stock units

    (1) In accordance with the 2020 Equity Incentive Plan, the Committee may provide for the performance goals to which an award is subject, or the manner in which performance will be measured against such performance goals, to be adjusted in such manner as it deems appropriate, including, without limitation, adjustments to reflect charges for restructurings, non-operating income, the impact of corporate transactions or discontinued operations, events that are unusual in nature or infrequent in occurrence and other non-recurring items, currency fluctuations, litigation or claim judgments, settlements, and the effects of accounting or tax law changes.

  87. Restricted stock units and stock options

    Restricted stock units and stock options RSUs and stock options are intended to align our employees’ interests, including the NEOs, with those of our stockholders, and promote retention. RSUs and stock options are granted to the NEOs and other employees pursuant to the 2020 Equity Incentive Plan. Messrs. Concannon and McVey receive half of the portion of the annual long-term equity award that is time-based in RSUs and the other half in stock options. Under our “Flex Share” program, the other NEOs may choose to receive this portion of their award in all RSUs or a combination of RSUs and stock options, allowing the Company to deliver more individualized awards without incurring additional expense to the Company. The ratio of stock options to RSUs granted was 2.90 and 2.88 for the awards granted in February 2023 and February 2024, respectively, in each case, based on the relative accounting cost of each award component on the award date. In addition, settlement of RSU grants may be deferred at the NEO’s election, which provides an added benefit of allowing the NEO to maintain additional upside leverage in our shares of Common Stock through delayed taxation. Generally, deferring RSUs has no impact on an RSU’s vesting schedule, except that the initial vesting date for an RSU deferred in the year of grant must occur at least 13 months after the grant date in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee approved the following awards of RSUs and stock options in February 2023 and February 2024 for 2022 and 2023 performance, respectively:

  88. Restricted stock units and stock options

    | 2022 and 2023 Restricted Stock Unit Summary | | | | | | | | | Granted February 2023 for 2022 | | | Granted February 2024 for 2023 | | | | | Grant Date | Units Granted | Grant Date Fair Value 1 | Grant Date | Units Granted | Grant Date Fair Value 1 | | Christopher R. Concannon 2 | 2/15/2023 | 1,967 | $705,229 | 2/15/2024 | 3,991 | $880,016 | | Richard M. McVey 3 | 2/15/2023 | 2,494 | $894,174 | 2/15/2024 | 2,611 | $575,726 | | Naineshkumar S. Panchal | 2/15/2023 | 913 | $327,338 | 2/15/2024 | 2,698 | $594,909 | | Kevin M. McPherson | 2/15/2023 | 2,178 | $780,878 | 2/15/2024 | 3,653 | $805,487 | | Christophe Roupie | 2/15/2023 | 1,279 | $458,560 | 2/15/2024 | 2,519 | $555,440 | | Christopher N. Gerosa 4 | 2/15/2023 | 328 | $117,598 | – | – | – |

  89. Restricted stock units and stock options

    (1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of RSUs to grant by dividing the target grant value by the 10-trading day average up to and including the date of grant. (2) Mr. Concannon was promoted to Chief Executive Officer on April 3, 2023. He previously served as President and Chief Operating Officer. (3) Mr. McVey became Executive Chairman on April 3, 2023. He previously served as Chief Executive Officer. (4) On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024.

  90. Restricted stock units and stock options

    | 2022 and 2023 Stock Option Summary | | | | | | | | | | | Granted February 2023 for 2022 | | | | Granted February 2024 for 2023 | | | | | | Grant Date | Units Granted | Strike Price | Grant Date Fair Value 1 | Grant Date | Units Granted | Strike Price | Grant Date Fair Value 1 | | Christopher R. Concannon 2 | 2/15/2023 | 5,713 | $358.53 | $705,361 | 2/15/2024 | 11,503 | $220.50 | $887,516 | | Richard M. McVey 3 | 2/15/2023 | 7,243 | $358.53 | $894,264 | 2/15/2024 | 7,527 | $220.50 | $580,747 | | Christopher N. Gerosa 4 | 2/15/2023 | 952 | $358.53 | $117,540 | – | – | – | – |

  91. Restricted stock units and stock options

    (1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of stock options to grant by dividing the target grant value by the 10-trading day average up to and including the date of grant and multiplying by the 2.90 and 2.88 ratio for stock options granted in February 2023 and February 2024, respectively. (2) Mr. Concannon was promoted to Chief Executive Officer on April 3, 2023. He previously served as President and Chief Operating Officer. (3) Mr. McVey became Executive Chairman on April 3, 2023. He previously served as Chief Executive Officer. (4) On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. The RSUs and stock options granted to the NEOs vest ratably over three years. The exercise price of the stock options granted to the NEOs is the closing market price of our Common Stock on the date of grant.

  92. Funding of the 2021 performance awards

    Funding of the 2021 performance awards The performance stock units (“PSUs”) granted to Messrs. Concannon, McVey and McPherson and the performance shares granted to Mr. Roupie in 2021 (collectively, the “2021 Performance Equity Awards”) for 2020 performance were each subject to composite market share and operating margin performance metrics, weighted at 50.0% each. The performance period of the 2021 Performance Equity Awards was from January 1, 2021 to December 31, 2023. Messrs. Gerosa and Panchal were not serving in their roles when the 2021 Performance Equity Awards were granted and did not receive the 2021 Performance Equity Awards. In January 2024, the Compensation Committee certified the Company’s consolidated financial performance under the 2021 Performance Equity Awards against the previously determined composite market share and operating margin metrics, adjusting for unplanned merger and acquisition activity and currency fluctuations, in accordance with the 2020 Equity Incentive Plan. As demonstrated in the chart below, as a percentage of target performance, composite market share and operating margin funded at 77.8% and 0.0%, respectively, with a resulting payout for the 2021 Performance Equity Awards calculated at 38.9% of target.

  93. Funding of the 2021 performance awards

    | 2021 Performance Stock Unit Award Funding | | | | | | | Performance | Metric | Performance Periods | | | Total | | Metric | Weightings | 2021 | 2022 | 2023 | Funding | | Composite Market Share | 1/2 | 70.0% | 163.3% | 0.0% | 77.8% | | Operating Margin | 1/2 | 0.0% | 0.0% | 0.0% | 0.0% | | Total | 100.0% | 35.0% | 81.7% | 0.0% | 38.9% |

  94. Funding of the 2021 performance awards

    In addition, on August 1, 2021, the Company granted PSUs to Mr. Gerosa in connection with his promotion to CFO (the “CFO PSUs”). The CFO PSUs were subject to composite market share and operating margin performance metrics, weighted at 50% each. The performance period of CFO PSUs was from January 1, 2022 to December 31, 2023. The CFO PSUs were forfeited by Mr. Gerosa following the termination of his employment. Because the CFO PSUs remained subject to time-based vesting requirements, the Compensation Committee did not certify the Company’s consolidated financial performance under the CFO PSUs against the previously determined composite market share and operating margin metrics.

  95. Multi-year and one-time awards

    Multi-year and one-time awards One-time awards are not a regular part of the Company’s annual compensation program for existing NEOs. In alignment with the feedback we received from our stockholders, we expect that the use of multi-year and other one-time equity awards will be limited to circumstances such as the hiring of new executives, promotions or the retention of key executives. In all past cases, multi-year awards granted by the Company have been attributed to three or more years of future compensation and reduce the annual compensation awarded to the NEOs for those years of attribution. Importantly, these awards act as dollar for dollar offset against future equity awards. Mr. Panchal’s award granted in 2022 in relation to his appointment as CIO (the “CIO Multi-year Award”) is the sole multi-year award that is currently outstanding. The CIO Multi-year Award had a grant date fair value of $2.5 million. The CIO Multi-year Award consists of RSUs with a grant date fair value of $1 million that will cliff-vest in March 2026 and PSUs with a grant date fair value of $1.5 million. The Compensation Committee designed the RSUs granted as part of the CIO-Multi-year Award such that $1 million is spread over four years of annual compensation and reduces the amount of the annual equity award that Mr. Panchal receives for each of those performance years by $250,000 on a dollar-for-dollar basis. The Compensation Committee designed the PSUs granted as part of the CIO-Multi-year Award such that $1.5 million is spread over three years of annual compensation and reduces the amount of the annual equity award that Mr. Panchal receives for each of those performance years by $500,000 on a dollar-for-dollar basis. Mr. Panchal also received a cash buy-out award of $1.5 million and a RSU buy-out award of $1.2 million, each awarded by the Company representing forgone compensation at his prior employer. Messrs. Concannon’s and McVey’s multi-year awards granted in 2019 and 2018 cliff-vested in January 2024 and November 2023, respectively. Mr. Gerosa’s multi-year award granted in 2021 consisted of PSUs that were scheduled to cliff-vest in August 2024 and RSUs and stock options that were scheduled to vest ratably over three years. The performance criteria for the PSUs are the same as those granted as part of the NEOs’ annual awards granted in 2021 (composite market share and operating margin). The unvested portion of Mr. Gerosa’s multi-year award was forfeited upon his departure from the Company. In connection with his promotion to Chief Executive Officer, Mr. Concannon received a one-time promotion award (the “Concannon Promotion Award”) that consisted of the following: (i) RSUs with a grant value of $1.05 million; and (ii) PSUs with a target grant date fair value of $2.45 million. The RSUs will vest in three installments of 25% in April 2026, 25% in April 2027 and 50% in April 2028. The PSUs have a compound annual growth rate performance metric, calculated using (i) a starting stock price equal to the average closing stock price of each trading day during the thirty (30) calendar days immediately preceding the grant date and (ii) an ending stock price equal to the average closing stock price of each trading day during the ninety (90) calendar days ending on the final day of the applicable performance period. 25% of the PSUs have a three-year performance period, 25% of the PSUs have a four-year performance period and 50% of the PSUs have a five year performance period.

  96. Total direct compensation

    (1) Represents equity awards attributable to 2023 performance. Messrs. Concannon’s, McVey’s and Panchal’s equity incentive column include $1,000,000, $1,833,000 and $750,000 in attributed multi-year compensation from previously granted multi-year equity awards. See “—Multi-Year Awards” below. Mr. Gerosa’s equity incentive would have included $333,333 in attributed multi-year compensation from previously granted multi-year equity awards, but his 2023 equity incentive was reduced to zero. See footnote 6 below. (2) “2023 Total Compensation” differs from the figures shown in the total column of the table under “Executive compensation —Summary compensation table.” The Summary Compensation Table reflects the full grant date value of any equity award received by the NEOs in the year actually granted, in accordance with FASB ASC Topic 718. (3) Mr. Concannon was promoted to Chief Executive Officer on April 3, 2023. He previously served as President and Chief Operating Officer. In connection with his promotion to Chief Executive Officer, Mr. Concannon also received (i) RSUs with a grant value of $1.05 million; and (ii) PSUs with a target grant date fair value of $2.45 million, in each case, not reflected under “Equity” in the table above. (4) Mr. McVey became Executive Chairman on April 3, 2023. He previously served as Chief Executive Officer. Mr. Roupie is located in the U.K., and, while the amounts shown in the table are expressed in U.S. dollars, the components of his compensation are paid in British pounds. These components were converted to U.S. dollars using the exchange rate of 1.2453, which is the average exchange rate for the year ended December 31, 2023. On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. As such, the Compensation Committee used its discretion to adjust his total 2023 annual cash and equity incentives to $0. Additional compensation information

  97. Severance and change in control arrangements

    Severance and change in control arrangements In hiring and retaining executive level talent, the Compensation Committee believes that providing the executive with a level of security in the event of an involuntary termination of employment or in the event of a change in control is an important and competitive part of the executive’s compensation package. We entered into employment agreements with Messrs. Concannon and McVey that provide for severance payments and benefits in the event of the termination of their employment under certain circumstances. The other NEOs are entitled to severance payments and benefits in the event of termination of their employment under certain circumstances pursuant to the terms of severance protection agreements. The severance protection agreements also provide for the accelerated vesting of some or all outstanding equity awards in the event of termination of their employment under certain circumstances or upon a change in control of the Company. While the agreements with our NEOs are designed to protect them in the event of a change in control, they do not provide for “single-trigger” protection, nor does the Company provide any 280G protection or “gross-up” for excise taxes that may be imposed under Code Section 4999. The agreements do provide that if any payments or benefits paid or provided to the executive would be subject to, or result in, the imposition of the excise tax imposed by Code Section 4999, then the amount of such payments will be automatically reduced to one dollar less than the amount that subjects such payment to the excise tax, unless they would, on a net after-tax basis, receive less compensation than if the payment were not so reduced. See “Executive Compensation — Potential termination or change in control payments and benefits” for additional information regarding these arrangements, payments and benefits.

  98. Impact of tax and accounting

    Impact of tax and accounting As a general matter, the Compensation Committee reviews and considers the tax and accounting implications of using the various forms of compensation employed by the Company. When determining the size of grants to our NEOs and other employees under the Company’s 2020 Equity Incentive Plan, the Compensation Committee examines the accounting cost associated with the grants. Under FASB ASC Topic 718, grants of stock options, restricted stock, RSUs, performance shares and other stock-based payments result in an accounting charge for the Company. The accounting charge is equal to the fair value of the instruments being issued. For restricted stock, RSUs and performance equity that do not have market-based performance criteria, the cost is equal to the fair value of the Common Stock on the date of grant times the number of shares or units granted, with adjustments made proportionally for the number of performance shares and PSUs expected to vest at the end of each accounting period until final certification of the award. For performance equity that have market-based performance criteria, the cost is equal to the fair value determined using a Monte Carlo valuation model. For stock options, the cost is equal to the fair value determined using a Black-Scholes option pricing model. This expense is recognized over the requisite service or performance period. Section 162(m) of the Code (“Section 162(m)”) generally prohibited any publicly-held corporation from taking a Federal income tax deduction for compensation paid in excess of $1 million in any taxable year to certain executive officers and certain other individuals. Exceptions to this rule had historically included qualified performance-based compensation. However, this performance-based exception from the deduction limit has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our U.S. NEOs in excess of $1 million is not deductible unless it qualifies for the limited transition relief applicable to certain arrangements in place as of November 2, 2017. While the Compensation Committee considers tax deductibility as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. There can be no assurance that any compensation will in fact be deductible. REPORT OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS The Compensation and Talent Committee (the “Compensation Committee”) has reviewed and discussed with management the Compensation Discussion and Analysis to be included in this Proxy Statement. Based on the reviews and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

  99. Impact of tax and accounting

    | 2023 Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary 1 | Bonus 2 | Stock Awards 3,4 | Option Awards 3,4 | Non- Equity Incentive Plan Compensation 5 | All Other Compensation 6 | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Christopher R. Concannon | 2023 | 650,000 | — | 5,627,725 | 705,361 | 1,300,000 | 10,000 | 8,293,086 | | Chief Executive Officer and | 2022 | 500,000 | — | 1,865,359 | 621,103 | 1,300,000 | 10,000 | 4,296,462 | | Interim Chief Financial Officer | 2021 | 500,000 | — | 1,813,764 | 603,606 | 1,200,000 | 10,000 | 4,127,370 | | Richard M. McVey | 2023 | 650,000 | — | 2,682,521 | 894,264 | 1,194,000 | — | 5,420,785 | | Executive Chairman | 2022 | 500,000 | — | 2,377,256 | 791,577 | 1,750,000 | 135,000 | 5,553,833 | | | 2021 | 500,000 | — | 2,575,252 | 856,932 | 1,800,000 | 10,000 | 5,742,184 | | Naineshkumar S. Panchal | 2023 | 450,000 | — | 654,676 | — | 800,000 | 10,000 | 1,914,676 | | Chief Information Officer | 2022 | 333,333 | 1,485,000 | 3,725,581 | — | 900,000 | 10,000 | 6,453,915 | | Kevin M. McPherson | 2023 | 450,000 | — | 1,561,757 | — | 675,000 | 10,000 | 2,696,757 | | Global Head of Sales | 2022 | 300,000 | — | 1,316,603 | — | 900,000 | 10,000 | 2,526,603 | | | 2021 | 300,000 | — | 1,354,570 | — | 1,000,000 | 10,000 | 2,664,570 | | Christophe Roupie | 2023 | 460,760 | — | 917,120 | — | 466,986 | 87,883 | 1,932,749 | | Head of EMEA and APAC | | | | | | | | | | Christopher N. Gerosa | 2023 | 450,000 | — | 352,794 | 117,540 | — | 10,000 | 930,333 | | Former Chief Financial Officer | 2022 | 300,000 | — | 160,872 | 53,552 | 600,000 | 10,000 | 1,124,424 | | | 2021 | 276,667 | — | 1,066,021 | 250,098 | 370,000 | 10,000 | 1,972,786 |

  100. Impact of tax and accounting

    | 2023 Grants of Plan-Based Awards Table | | | | | | | | | | | | | | | Grant | Approval | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name/Award Type | Date | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Awards1 | | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($ / Sh) | ($) | | Christopher R. Concannon | | | | | | | | | | | | | | Annual Cash Incentive2 | | | — | 1,625,000 | 2,437,500 | | | | | | | | | Restricted Stock Units3 | 2/15/2023 | 1/19/2023 | | | | | | | 1,967 | | | 705,229 | | Restricted Stock Units4 | 4/3/2023 | 1/6/2023 | | | | | | | 2,729 | | | 1,062,018 | | Performance Stock Units5 | 2/15/2023 | 1/19/2023 | | | | 0 | 3,934 | 7,868 | | | | 1,410,457 | | Performance Stock Units6 | 4/3/2023 | 1/6/2023 | | | | 0 | 5,039 | 15,117 | | | | 2,450,022 | | Stock Options7 | 2/15/2023 | 1/19/2023 | | | | | | | | 5,713 | 358.53 | 705,361 | | Richard M. McVey | | | | | | | | | | | | | | Annual Cash Incentive2 | | | — | 1,492,500 | 2,238,750 | | | | | | | | | Restricted Stock Units3 | 2/15/2023 | 1/19/2023 | | | | | | | 2,494 | | | 894,174 | | Performance Stock Units5 | 2/15/2023 | 1/19/2023 | | | | 0 | 4,988 | 9,976 | | | | 1,788,348 | | Stock Options7 | 2/15/2023 | 1/19/2023 | | | | | | | | 7,243 | 358.53 | 894,264 | | Naineshkumar S. Panchal | | | | | | | | | | | | | | Annual Cash Incentive2 | | | — | 850,000 | 1,275,000 | | | | | | | | | Restricted Stock Units3 | 2/15/2023 | 1/18/2023 | | | | | | | 913 | | | 327,338 | | Performance Stock Units5 | 2/15/2023 | 1/18/2023 | | | | 0 | 913 | 1,826 | | | | 327,338 | | Kevin M. McPherson | | | | | | | | | | | | | | Annual Cash Incentive2 | | | — | 750,000 | 1,125,000 | | | | | | | | | Restricted Stock Units3 | 2/15/2023 | 1/18/2023 | | | | | | | 2,178 | | | 780,878 | | Performance Stock Units5 | 2/15/2023 | 1/18/2023 | | | | 0 | 2,178 | 4,356 | | | | 780,878 | | Christophe Roupie | | | | | | | | | | | | | | Annual Cash Incentive2 | | | — | 466,986 | 700,479 | | | | | | | | | Restricted Stock Units3 | 2/15/2023 | 1/18/2023 | | | | | | | 1,279 | | | 458,560 | | Performance Stock Units5 | 2/15/2023 | 1/18/2023 | | | | 0 | 1,279 | 2,558 | | | | 458,560 | | Christopher N. Gerosa | | | | | | | | | | | | | | Annual Cash Incentive2 | | | — | 600,000 | 900,000 | | | | | | | | | Restricted Stock Units3 | 2/15/2023 | 1/18/2023 | | | | | | | 328 | | | 117,598 | | Performance Stock Units5 | 2/15/2023 | 1/18/2023 | | | | 0 | 656 | 1,312 | | | | 235,196 | | Stock Options7 | 2/15/2023 | 1/18/2023 | | | | | | | | 952 | 358.53 | 117,540 |

  101. Impact of tax and accounting

    | Outstanding Equity Awards - Year End 2023 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable1 | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested2 | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | (#) | (#) | ($) | | (#) | ($) | (#) | ($) | | Christopher R. Concannon | 2,919 | | 523.00 | 1/15/2027 | | | | | | | 2,129 | | 344.48 | 1/31/2028 | | | | | | | | 35,679 | 272.88 | 7/22/2024 | | | | | | | | 41,189 | 294.71 | 7/22/2024 | | | | | | | | 1,439 | 523.00 | 1/15/2027 | | | | | | | | 4,134 | 344.48 | 1/31/2028 | | | | | | | | 5,713 | 358.53 | 2/15/2029 | | | | | | | | | | (5) | 18,914 | 5,538,965 | | | | | | | | (3) | 381 | 111,576 | | | | | | | | (4) | 1,192 | 349,077 | | | | | | | | (6) | 1,967 | 576,036 | | | | | | | | (10) | 2,729 | 799,188 | | | | | | | | (7) | | | 2,312 | 677,069 | | | | | | (8) | | | 3,610 | 1,057,189 | | | | | | (9) | | | 3,934 | 1,152,072 | | | | | | (11) | | | 5,039 | 1,475,671 | | Richard M. McVey | 16,037 | | 203.72 | 1/15/2024 | | | | | | | 9,342 | | 368.10 | 1/15/2026 | | | | | | | 4,145 | | 523.00 | 1/15/2027 | | | | | | | 69,113 | | 257.78 | 5/8/2024 | | | | | | | 79,411 | | 278.40 | 5/8/2024 | | | | | | | 2,713 | | 344.48 | 1/31/2028 | | | | | | | | 2,042 | 523.00 | 1/15/2027 | | | | | | | | 5,269 | 344.48 | 1/31/2028 | | | | | | | | 7,243 | 358.53 | 2/15/2029 | | | | | | | | | | (3) | 541 | 158,432 | | | | | | | | (4) | 1,533 | 448,939 | | | | | | | | (6) | 2,494 | 730,368 | | | | | | | | (7) | | | 3,283 | 961,427 | | | | | | (8) | | | 4,601 | 1,347,403 | | | | | | (9) | | | 4,988 | 1,460,736 | | Naineshkumar S. Panchal | | | | (6) | 2,109 | 617,621 | | | | | | | | (14) | 2,658 | 778,395 | | | | | | | | (6) | 913 | 267,372 | | | | | | | | (15) | | | 3,986 | 1,167,300 | | | | | | (9) | | | 913 | 267,372 | | Kevin M. McPherson | | | | (3) | 427 | 125,047 | | | | | | | | (4) | 1,262 | 369,577 | | | | | | | | (6) | 2,178 | 637,827 | | | | | | | | (7) | | | 1,295 | 379,241 | | | | | | (8) | | | 1,911 | 559,636 | | | | | | (9) | | | 2,178 | 637,827 |

  102. Impact of tax and accounting

    | 2023 Option Exercises and Stock Vesting | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise 1 | Number of Shares Acquired on Vesting | Value Realized on Vesting 2 | | | (#) | ($) | (#) | ($) | | Christopher R. Concannon | — | — | 4,988 | 1,814,884 | | Richard M. McVey | — | — | 122,720 | 36,997,951 | | Naineshkumar S. Panchal | — | — | 1,054 | 366,023 | | Kevin M. McPherson | — | — | 2,141 | 779,003 | | Christophe Roupie | — | — | 1,144 | 416,244 | | Christopher N. Gerosa | — | — | 502 | 164,630 |

  103. Impact of tax and accounting

    | 2023 Non-Qualified Deferred Compensation Table | | | | | | | Name | Executive Contributions in Last Fiscal Year 1 | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year 2,3 | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year-End 4 | | | ($) | ($) | ($) | ($) | ($) | | Christopher R. Concannon | — | — | 62,988 | — | 359,387 | | Richard M. McVey | 563,768 | — | 6,755,514 | 28,070,287 | 45,190,880 | | Naineshkumar S. Panchal | — | — | — | — | — | | Kevin M. McPherson | — | — | — | — | — | | Christophe Roupie | — | — | — | — | — | | Christopher N. Gerosa | — | — | 10,198 | — | 147,359 |

  104. Our Existing Corporate Governance Policies and Practices Promote Accountability and Responsiveness to Stockholders

    | Pay Versus Performance1 | | | | | | | | | | | | | Summary Compensation Table Total for PEO 2 | | Compensation Actually Paid to PEO 3 | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Christopher R. Concannon | Richard M. McVey | Christopher R. Concannon | Richard M. McVey | Average Summary Compensation Table Total for Non-PEO NEOs4 | Average Compensation Actually Paid to Non-PEO NEOs 5 | Total Shareholder Return 6 | Index Total Shareholder Return 7 | Net Income (millions) 8 | Adjusted Operating Income 9 | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 8,293,086 | 5,420,785 | 5,270,186 | (4,411,280) | 1,868,629 | 1,552,561 | $79.71 | $131.91 | $258.1 | $361.1 | | 2022 | n/a | 5,553,833 | n/a | (17,047,453) | 3,600,351 | 1,318,174 | $75.12 | $113.64 | $250.2 | $370.4 | | 2021 | n/a | 5,742,184 | n/a | (23,796,801) | 2,778,019 | (567,512) | $109.67 | $131.62 | $257.9 | $379.6 | | 2020 | n/a | 6,143,686 | n/a | 46,225,725 | 2,563,567 | 12,445,573 | $151.29 | $99.47 | $299.4 | $423.6 |

  105. Our Existing Corporate Governance Policies and Practices Promote Accountability and Responsiveness to Stockholders

    | PEO Compensation Actually Paid- Christopher R. Concannon | | | | | | Year | Reported Summary Compensation Total for PEO | Reported Value of Equity Awards a | Equity Award Adjustments b | Compensation Actually Paid to PEO | | 2023 | 8,293,086 | 6,333,086 | 3,310,186 | 5,270,186 |

  106. Our Existing Corporate Governance Policies and Practices Promote Accountability and Responsiveness to Stockholders

    | PEO Compensation Actually Paid- Richard M. McVey | | | | | | Year | Reported Summary Compensation Total for PEO | Reported Value of Equity Awards a | Equity Award Adjustments b | Compensation Actually Paid to PEO | | 2023 | 5,420,785 | 3,576,785 | (6,255,280) | (4,411,280) |

  107. Our Existing Corporate Governance Policies and Practices Promote Accountability and Responsiveness to Stockholders

    | Non-PEO NEO Compensation Actually Paid | | | | | | Year | Reported Summary Compensation Average for Non-PEO NEOs | Reported Average Value of Equity Awards a | Equity Award Adjustments b | Compensation Actually Paid to Non-PEO NEOs | | 2023 | 1,868,629 | 900,971 | 584,904 | 1,552,561 |

  108. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Concannon and McVey for 2023, Mr. McVey for 2022, 2021 and 2020 and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Concannon and McVey for 2023 and Mr. McVey for 2022, 2021 and 2020) is generally aligned with the Company’s cumulative TSR over the three years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Messrs. Concannon and McVey and to the other NEOs is comprised of equity awards.

  109. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Messrs. Concannon and McVey for 2023, Mr. McVey for 2022, 2021 and 2022 and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Concannon and McVey for 2023 and Mr. McVey for 2022, 2021 and 2020) is generally aligned with the Company’s net income over the three years presented in the table.

  110. Compensation Actually Paid and Adjusted Operating Income

    Compensation Actually Paid and Adjusted Operating Income As demonstrated by the following graph, the amount of compensation actually paid to Messrs. Concannon and McVey for 2023, Mr. McVey for 2022, 2021 and 2022 and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Concannon and McVey for 2023 and Mr. McVey for 2022, 2021 and 2020) is generally aligned with the Company’s Adjusted Operating Income over the three years presented in the table. As described above, Adjusted Operating Income is defined as operating income before: (i) unplanned inorganic activity and (ii) the impact of cash incentives. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted Operating Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the pay versus performance table above) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted Operating Income as the financial component of the Company’s short-term incentive compensation program. See “– Compensation Discussion and Analysis.” General information This Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Directors of the Company, to be used at our Annual Meeting scheduled for Wednesday, June 5, 2024, at 9:00 AM, Eastern Daylight Time, via live audio webcast at www.virtualshareholdermeeting.com/MKTX2024. Holders of record of our Common Stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. On that date, there were 37,602,968 shares entitled to be voted. The Annual Meeting will be held in virtual format only. You will not be able to attend the Annual Meeting physically, however you may vote and submit questions while attending the Annual Meeting online via the live audio webcast. To participate in the Annual Meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card. You will be able to submit questions during the meeting by typing in your question in the “ask a question” box on the meeting page. Should you require technical assistance, support will be available by dialing 800-586-1548 (U.S.) or 303-562-9288 (International) during the meeting. We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to vote your shares, either by voting online during the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you vote via the Internet or telephone or execute the attached paper proxy card, the individuals designated will vote your shares according to your instructions. If any matter other than the Proposals listed in the Notice of Annual Meeting of Stockholders is presented at the Annual Meeting, the designated individuals will, to the extent permissible, vote all proxies in the manner that the Board may recommend or, in the absence of such recommendation, in the manner they perceive to be in the best interests of the Company. If you indicate when voting via the Internet that you wish to vote as recommended by the Board or if you execute the enclosed paper proxy card but do not give instructions, your proxy will be voted as follows: (1) FOR the election of each of the nominees for director named herein, (2) FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024, (3) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement, (4) FOR the Officer Exculpation Amendment,(5) FOR the Board’s Special Meeting Proposal, (6) AGAINST the Stockholder Special Meeting Proposal and (7) in accordance with the best judgment of the persons appointed as proxies with respect to any other matters that properly come before the Annual Meeting. If your shares are held in a stock brokerage account or by a bank or other nominee, see “— Voting — Broker authority to vote.” Information on how you may vote at the Annual Meeting (such as granting a proxy that directs how your shares should be voted, or attending the Annual Meeting), as well as how you can revoke a proxy, is contained in this Proxy Statement under the headings “— Solicitation of Proxies” and “— Voting.” We are furnishing proxy materials to our stockholders primarily via the Internet. On or about April 24, 2024, we expect to mail beneficial owners of our Common Stock a Notice containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report. The Notice also instructs you on how to vote via the Internet. Other stockholders, in accordance with their prior requests, received e-mail notification of how to access our proxy materials and vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting form. The proxy card includes instructions on how to vote via the telephone. All beneficial owners will have the ability to access the proxy materials, including this Proxy Statement and our Annual Report, on the website referred to in the Notice. Internet distribution of our proxy materials is designed to provide our stockholders with the information they need, while lowering costs of delivery and reducing the environmental impact of our Annual Meeting. However, if you would prefer to receive paper copies of proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

  111. Compensation Actually Paid and Adjusted Operating Income

    | Our Proxy Statement and 2023 Annual Report to Stockholders are available at | | https://materials.proxyvote.com/57060D |

  112. Compensation Actually Paid and Adjusted Operating Income

    Solicitation of proxies