DEF 14A of Marketaxess Holdings Inc, Apr 23, 2025

DEF 14A of Marketaxess Holdings Inc

Filed Apr 23, 2025 · FY20240000950170-25-057344

Open on EDGAR

  1. New York, New York 10001

    New York, New York 10001 April 23, 2025 TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.: You are invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of MarketAxess Holdings Inc. (the “Company”) scheduled for Wednesday, June 4, 2025 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/MKTX2025. 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 23, 2025, 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, 2024 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, | | | | Carlos M. Hernandez | | Chairman of the Board of Directors |

  3. New York, New York 10001

    | NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS | | | Attend the Annual Meeting at: www.virtualshareholdermeeting.com/MKTX2025 | 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 2025 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 4, 2025, 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/MKTX2025. 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 2026 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, 2025; 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/MKTX2025 using your 16-digit control number | | 4. vote on a stockholder proposal, if properly presented at the Annual Meeting; and 5. 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 7, 2025. 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 7, 2025. 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/MKTX2025.

  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 23, 2025 TABLE OF CONTENTS

  8. New York, New York 10001

    | 1 | Proxy Summary | | | 2 | Proposal 1 — election of directors | | | 11 | Corporate governance and board matters | | | 24 | Sustainability initiatives | | | 25 | Proposal 2 — ratification of selection of independent accounting firm | | | 27 | Report of Audit Committee of the Board of Directors | | | 28 | Security ownership of certain beneficial owners and management | | | 30 | Executive officers | | | 32 | A letter from our Compensation & Talent Committee | | | 33 | Compensation discussion & analysis | | | 57 | Report of the Compensation & Talent Committee | | | 58 | Executive compensation | | | 74 | proposal 3 — advisory vote on executive compensation | | | 75 | PROPOSAL 4 — STOCKHOLDER Proposal | | | 79 | CEO pay ratio | | | 80 | Pay versus performance | | | 85 | Other information | | | A-1 | Appendix A — Reconciliation of non-GAAP amounts | |

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    | Frequently Referenced Information | | | | | | | 3 | Board of Directors skills and expertise | 15 | Risk oversight | 40 | Peer group | | 11 | Director independence | 18 | Director compensation | 54 | Executive common stock ownership and holdings guidelines | | 11 | Board refreshment | 21 | Director common stock ownership and holding guidelines | 58 | Summary compensation table | | 12 | Board leadership structure | 33 | Say-on-Pay support and 2024 stockholder engagement | | | | 13 | Board committees | 34 | CD&A executive summary | | |

  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 2025 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 23, 2025. 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 4, 2025 meeting. Annual Meeting information

  11. New York, New York 10001

    | Date and Time: | Wednesday, June 4, 2025, at 9:00 AM, Eastern Daylight Time | | Virtual Meeting: | www.virtualshareholdermeeting.com/MKTX2025 | | Record Date: | Monday, April 7, 2025 |

  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 | 2 | | 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 | FOR | Majority of shares of Common Stock having voting power present in person or represented by proxy | 25 | | 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 | 74 | | 4. Vote on a stockholder’s proposal, if properly presented at the Annual Meeting | AGAINST | Majority of shares of Common Stock having voting power present in person or represented by proxy | 75 |

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    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:

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    | 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/MKTX2025. 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 11 directors, 10 of whom are not our employees. Each nominee for director was elected by the Company’s stockholders on June 5, 2024, except Roberto Hoornweg, who was appointed to the Board as of March 1, 2025. The directors are nominated for a term that begins at the Annual Meeting and ends at the 2026 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. Following the Annual Meeting, assuming the election of each director nominee, our Board will consist of 11 directors, 10 of whom are not our employees. 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 2026 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: | | | | • Carlos M. Hernandez • Christopher R. Concannon • Nancy Altobello • Steven L. Begleiter • Stephen P. Casper • Jane Chwick | • William F. Cruger • Kourtney Gibson • Roberto Hoornweg • 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 and 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 | International | | Carlos M. Hernandez |  |  |  | |  |  | |  | |  |  | | Christopher R. Concannon |  |  |  |  |  |  | |  |  |  |  | | Nancy Altobello |  | |  | |  |  |  |  |  |  |  | | Steven L. Begleiter |  | | | |  |  | |  |  |  | | | Stephen P. Casper |  |  |  | |  |  |  |  | |  |  | | Jane Chwick |  |  | |  | |  | |  |  |  |  | | William F. Cruger |  |  | | |  |  |  |  |  |  |  | | Kourtney Gibson |  |  |  | | |  |  |  |  |  |  | | Roberto Hoornweg |  |  |  | | |  | |  | |  |  | | Richard G. Ketchum |  |  |  | | |  |  |  |  | | | | Emily Portney |  |  |  | |  |  |  |  | |  |  |

  20. New York, New York 10001

    Director demographics The Company recognizes that some stockholders find information related to director demographics useful in evaluating the effectiveness of the Board. The Company’s Board Composition Statement cites skills, knowledge, experience and length of service as attributes considered when designing and evaluating the Board’s composition. See “Corporate governance and board matters — Board composition” for more information. The charts below show certain demographic information related to our directors.

  21. New York, New York 10001

    | AGE | GENDER | | | | | DEMOGRAPHIC BACKGROUND | TENURE | | | |

  22. 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 2026 Annual Meeting of Stockholders.

  23. New York, New York 10001

    | Carlos M. Hernandez | | Christopher R. Concannon | | | | Age: 63 Director since: September 2023 Chairman of the Board Board Committees: • Compensation and Talent Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 57 Director since: January 2019 Board Committees: • None Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Carlos M. Hernandez has been our Chairman since January 2025. Mr. 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 Chase & Co. (“JPMorgan”), a leading financial services firm, 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 JPMorgan 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. 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 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. | | Christopher R. Concannon has been our Chief Executive Officer since April 2023. Prior to serving in this role, Mr. Concannon served as our President and Chief Operating Officer from January 2019 to April 2023. He also served as our Interim Chief Financial Officer between January 2024 and May 2024. 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. | |

  24. New York, New York 10001

    | Nancy Altobello | | Steven L. Begleiter | | | | Age: 67 Director since: April 2019 Board Committees: • Compensation and Talent (Chair) • Nominating and Governance Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • Amphenol Corporation (NYSE: APH) • WEX Inc. (NYSE: WEX) | | Age: 63 Director since: April 2012 Board Committees: • Finance (Chair) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | 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 certain portfolio companies of Flexpoint Ford, LLC. He previously served on the Board of Directors of Rithm Property Trust Inc. (formerly known as Great Ajax Corp.) and WisdomTree Investments, Inc. Mr. Begleiter received a B.A. with Honors in economics from Haverford College and is a member of its Board of Managers. 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. | |

  25. New York, New York 10001

    | Stephen P. Casper | | Jane Chwick | | | | Age: 75 Director since: April 2004 Board Committees: • Audit (Chair) • Compensation and Talent Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 62 Director since: October 2013 Board Committees: • Nominating and Governance • Risk (Chair) Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • M&T Bank Corporation (NYSE: MTB) • 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 and Voya Financial, Inc., and Ms. Chwick previously served on the Board of Directors of Thoughtworks Holding, Inc., 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. | |

  26. New York, New York 10001

    | William F. Cruger | | Kourtney Gibson | | | | Age: 66 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: 43 Director since: July 2020 Board Committees: • Audit • Compensation and Talent Public Company Directorships: • MarketAxess (NASDAQ: MKTX) • Fidelity National Information Services, Inc. (NYSE: FIS) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | William F. Cruger was most recently Vice Chairman of Investment Banking at JPMorgan, 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 JPMorgan, 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 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 Board of Directors of Fidelity National Information Services, Inc., 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. | |

  27. New York, New York 10001

    | Roberto Hoornweg | | Richard G. Ketchum | | | | Age: 57 Director since: March 2025 Board Committees: • Finance • Risk Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Age: 74 Director since: April 2017 Board Committees: • Audit • Risk Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | Qualifications and Career Highlights: | | | Roberto Hoornweg was appointed the Co-Head, Corporate & Investment Banking at Standard Chartered in April 2024, where he has responsibility for Europe, Americas, Middle East and Africa markets, and is a member of the Group Management Team. Prior to his current role, he was Global Head of Financial Markets since January 2017. In that role, he led all of Standard Chartered’s businesses that provided clients with foreign exchange, interest rates, commodities, financing and securities services, as well as Standard Chartered’s fully integrated primary and secondary credit solutions suite across bonds, loans, structured credit and structured finance. Mr. Hoornweg also had responsibility for the global Research and Resource Management & Analytics group which manages x-value adjustments, funding for financial markets and the modeling & analytics group. Prior to joining Standard Chartered, he held a senior role at Brevan Howard Asset Management from November 2014 to December 2017, where he was a partner leading the Brevan Howard liquid portfolio strategies funds business. Before that, he spent three years at UBS Investment Bank in London leading the global Securities Distribution business and then co-heading the global Fixed Income, Currencies and Commodities division. Roberto’s financial markets experience began with a 17-year career at Morgan Stanley where he held various senior roles in fixed income derivatives, including leading the global emerging markets fixed income & FX business, and as head of global interest rates, credit and currencies. Roberto holds a Bachelor of Science with a major in Economics from the Massachusetts Institute of Technology. Mr. Hoornweg brings global financial markets expertise, fixed income knowledge and leadership experience from a number of financial institutions. | | 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. | |

  28. New York, New York 10001

    | Emily Portney | | | | Age: 53 Director since: October 2017 Board Committees: • Risk Public Company Directorships: • MarketAxess (NASDAQ: MKTX) | | Qualifications and Career Highlights: | | | Emily Portney became the Global Head 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. | |

  29. New York, New York 10001

    Director independence The Board of Directors has determined that each of our current directors, other than Mr. Concannon, our Chief Executive 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 party 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 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 and qualified 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 composition The Company’s Board Composition Statement, included in our Corporate Governance Guidelines, cites the design of the composition of the Board as an essential element in the attainment of its strategic objectives and in achieving sustainable and balanced development. In designing and evaluating the Board’s composition, a variety of attributes, including skills, knowledge, experience and length of service, are considered. The ultimate decision on all Board nominations is based on merit and the expected contributions that the selected candidates will bring to the Board. 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 Composition 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. 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 — 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 The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company. The Board’s responsibility is one of oversight, and in performing its oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to, or shared with, its stockholders. As further detailed below, the Board’s leadership structure includes: • Separate Chairman and CEO: The roles of Chairman and CEO are held by two separate individuals; • Independent Chairman: The Chairman of the Board is an independent director; • Independent, active, and effective directors: Our directors are all of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies; and • Structural safeguards that preserve the Board’s independence: Our Corporate Governance Guidelines provide mechanisms such as the option for, and defined duties of, a Lead Independent Director and requirements that the members and chairs of our Board committees be independent directors. Our Corporate Governance Guidelines provide that the Board selects the Company’s Chairman and Chief Executive Officer in the manner that it determines to be in the best interests of the Company’s stockholders. Therefore, the Board does not have a policy on whether the roles of Chairman and Chief Executive Officer should be separate or combined and, if it is to be separate, whether the Chairperson should be selected from the independent directors. On November 6, 2024, the Company announced Mr. McVey’s retirement as Executive Chairman of the Board, effective December 31, 2024, and the election of Carlos M. Hernandez as Chairman, effective January 1, 2025. Previously, Mr. McVey, our founder, served as both Chairman of the Board and CEO of the Company from 2000 until April 2023, at which time 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 focused on supporting Mr. Concannon in his new role, further developing corporate strategy and working closely with key clients and our Board. Mr. McVey has agreed to provide consulting services following his retirement from the Board. See “Employment agreements and severance arrangements with our Named Executive Officers – Richard M. McVey consulting agreement.” This will allow the Board to continue to leverage Mr. McVey’s industry expertise and extensive knowledge of MarketAxess. Our Corporate Governance Guidelines provide that the Chairman presides over executive sessions and, in consultation with management, sets the agenda for Board meetings, among other duties. Our Corporate

  30. New York, New York 10001

    Governance Guidelines further provide that the Company shall have a Lead Independent Director of the Board when the Chairman of the Board is an affiliated director, a member of the Company’s management or otherwise at the discretion of the Board. Prior to January 1, 2025, Ms. Altobello served as our Lead Independent Director. Ms. Altobello stepped down as Lead Independent Director upon Mr. Hernandez becoming Chairman. The Board determined that Mr. Hernandez is independent. When the Board utilizes a Lead Independent Director position, our Corporate Governance Guidelines provide clearly defined responsibilities including that such person is responsible for, among other things, consulting with the 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, when the Board has one, also has the authority to call meetings of the independent directors and, if requested by significant stockholders, is available for consultation and direct communication. The Board currently believes that separating the roles of the Chairman and the CEO, and appointing an independent Chairman, is in the best interests of the Company and its stockholders and represents the most effective leadership structure for the Company. The Board believes that strong independent leadership is essential for the Board to effectively perform its functions and to help promote independent oversight of management. The Board has also established other structural safeguards that serve to preserve the Board’s independent oversight of management. For example, 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 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 CEO’s 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

  31. Internal Audit’s involvement in risk oversight

    | Director Compensation Structure | | | Retainers and Committee Fees | Annual Payment | | Board Member Cash Retainer | $85,000 | | Board Member Equity Retainer | $160,000 | | Chairman of the Board Fee 1 | $150,000 | | Former Lead Independent Director Fee 1 | $50,000 | | Audit and Risk Committee Fees 2 | $25,000(Chair); $12,500(Member) | | All Other Committees Fees 2 | $20,000(Chair); $10,000(Member) |

  32. Internal Audit’s involvement in risk oversight

    | Director Compensation for Fiscal 2024 | | | | | | Name | Fees Earned or Paid in Cash 1 | Stock Awards 2,4 | All Other Compensation | Total | | | ($) | ($) | ($) | ($) | | Carlos M. Hernandez | $106,429 | $153,404 | – | $259,833 | | Nancy Altobello | $130,000 | $177,367 | – | $307,367 | | Steven L. Begleiter | $105,000 | $153,404 | – | $258,404 | | Stephen P. Casper | $120,000 | $153,404 | – | $273,404 | | Jane Chwick | $120,000 | $153,404 | – | $273,404 | | William Cruger | $127,500 | $153,404 | – | $280,904 | | Kourtney Gibson | $107,500 | $153,404 | – | $260,904 | | Richard G. Ketchum | $110,000 | $153,404 | – | $263,404 | | Emily Portney | $97,500 | $153,404 | – | $250,904 | | Richard Prager 3 | $48,413 | – | – | $48,413 |

  33. Elements of executive compensation

    Elements of executive compensation Our NEO’s compensation is comprised of base salaries and annual cash and equity incentives. 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 2024 and how each element supports the Company’s compensation objectives:

  34. 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 1 | 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  Mr. Concannon receives half of his 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 |

  35. Elements of executive compensation

    Due to his retirement, Mr. McVey’s long-term annual equity incentive award for the year ended December 31, 2024, was granted in the form of RSUs that are scheduled to cliff vest on the second-year anniversary of the February 2025 grant date, subject to his continued service to the Company. The NEOs also receive standard employee benefits, including healthcare, life insurance, disability and retirement savings plans. The NEOs do not generally receive any other significant perquisites. The structure of our performance equity awards is aimed to significantly align stockholder interests and the compensation of our NEOs. For example, the performance equity awards that were granted in 2022 paid out in early 2025 at 45% of target. See “— 2024 compensation detail — Annual long-term equity incentives — Funding of the 2022 performance awards” for more information.

  36. 2024 compensation decisions

    2024 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 $392.2 million of adjusted operating income in 2024, which was below our 2024 internal target goal of $408.1 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 “— 2024 compensation detail — Annual cash incentives” below. The remainder of each NEO’s annual cash incentive awards for 2024 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.

  37. 2024 compensation decisions

    (1) “2024 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. (2) Ms. Fiszel Bieler joined the Company as Chief Financial Officer effective May 23, 2024. Ms. Fiszel Bieler’s annualized base salary and annualized 2024 total compensation is shown in the table above; refer to “Executive compensation —Summary compensation table” for the amounts actually paid to Ms. Fiszel Bieler in 2024. (3) Mr. Panchal's equity includes $750,000 from a previously granted multi-year equity award. See “—Multi-Year Awards” below. On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. Mr. Gerosa’s annualized base salary and annualized 2024 total compensation is shown in the table above; refer to “Executive compensation —Summary compensation table” for the amounts actually paid to Mr. Gerosa in 2024. Executive compensation practices and governance

  38. 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 consultant or other advisor’s fees and other engagement terms. For fiscal year 2024, 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 2024, 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 2024 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 and the executive compensation risk assessment. See “Corporate governance and board matters — Director compensation” and “— Compensation risk assessment” 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.

  39. 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 guidelines; • 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

  40. 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 2024 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 2024, 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); • 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 2024, our Peer Group was comprised of the following firms:

  41. Peer group

    | 2024 Peer Group | | | | ACI Worldwide, Inc. | Fair Isaac Corporation | Q2 Holdings Inc. | | AssetMark Financial Holdings, Inc. | Guidewire Software, Inc. | SEI Investments Company | | BGC Partners, Inc. | Hercules Capital, Inc. | Tradeweb Markets Inc. | | Cboe Global Markets, Inc. | Morningstar, Inc. | Virtu Financial, Inc. | | Cohen & Steers, Inc. | MSCI Inc. | WisdomTree Investments, Inc. | | Envestnet, Inc. | Nasdaq Inc. | | | Factset Research Systems, Inc. | nCino, Inc. | |

  42. Peer group

    In 2024, we added nCino, Inc. (“nCino”) to, and removed Black Knight, Inc. (”Black Knight”) from, our Peer Group. We made these changes because: (a) nCino is a cloud-based software company that serves the banking industry that has an appropriate financial size with clear executive compensation program disclosures; and (b) Black Knight was acquired by Intercontinental Exchange, Inc.

  43. 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. 2024 compensation detail

  44. Elements of executive compensation

    Elements of executive compensation The compensation structure for our NEOs is comprised of base salaries and annual cash and equity incentives. 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 other significant perquisites.

  45. 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, 2024.

  46. Annual cash incentives

    | 2024 Cash Incentive Summary (000's) | | | | | | | | | Funding as a Percentage of Target | | | | | Name | Target Cash Incentive | Adjusted Operating Income 1 | Individual | Total 2 | 2024 Cash Incentive | | Christopher R. Concannon | $1,775 | 96% | 71% | 86% | $1,525 | | Ilene J. Fiszel Bieler | $800 | 96% | 116% | 106% | $850 | | Richard M. McVey | $1,105 | 96% | 71% | 86% | $950 | | Naineshkumar S. Panchal | $1,050 | 96% | 82% | 89% | $935 | | Kevin M. McPherson | $950 | 96% | 83% | 89% | $850 | | Christopher N. Gerosa 3 | – | – | – | – | – |

  47. Annual cash incentives

    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) On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. In 2024, 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 “2024 individual performance” below). For 2024, the NEOs’ cash incentives were paid out of the 2009 Employee Performance Incentive Plan (the “Employee Cash Incentive Plan”).

  48. Change to annual cash incentives for 2025

    Change to annual cash incentives for 2025 For the 2025 fiscal year, the Compensation Committee increased the percentage of Mr. Concannon’s annual cash incentive tied to adjusted operating income performance to 75% from 60%. The remaining 25% will be based on individual performance, as described below.

  49. 2024 adjusted operating income performance

    | Adjusted Operating Income Performance Grid (millions) | | | | Performance | Adjusted Operating Income 1 | Payout | | 150% of Target or Higher | ≥$612.1 | 150% | | 125% of Target | $510.1 | 125% | | 100% of Target | $408.1 | 100% | | 2024 Actual | $392.2 | 96% | | 75% of Target | $306.0 | 75% | | 50% of Target | $204.0 | 50% | | 25% of Target | $102.0 | 25% | | 0% of Target | $0.0 | 0% |

  50. 2024 individual performance

    2024 individual performance In connection with the determination of each NEO’s annual cash incentive award, the Board and the Compensation Committee, as applicable, 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. The Compensation Committee assessed contributions to the Company’s growth strategy of our NEOs based on our strategic objectives:

  51. 2024 individual performance

    | 2024 Strategic Objectives | | | Growth Through Market Share Gains in Core Products | Growth Through Product and Geographic Expansion | | Deliver Innovative Fixed-Income Trading and Data Solutions | Deliver Best-in-Class Customer Service | | Deliver Operational Excellence | Build a Scalable and Resilient Business | | Deliver Best-in-Class Post-Trade and Regulatory Reporting | Growth Through Corporate Development and M&A | | Attract, Develop and Retain Top Talent and Continue to Promote a High-Performing Culture | |

  52. 2024 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:

  53. 2024 individual performance

    | 2024 Individual Performance Considerations | | | Christopher R. Concannon |  Delivered 9% growth in revenue to a record $817.1 million. (Growth Through Product and Geographic Expansion)  Delivered record total ADV of $37.1 billion. (Growth Through Market Share Gains in Core Products)  Delivered record emerging markets, eurobonds, municipal bonds, and rates ADV. (Growth Through Product and Geographic Expansion)  Delivered record portfolio trading ADV, up 92% compared to 2023. (Deliver Innovative Fixed-Income Trading and Data Solutions)  Delivered record services revenue. (Growth Through Product and Geographic Expansion)  Delivered new innovative data solutions such as CP+ for municipal bonds and the Company’s AI dealer selection tool. (Deliver Innovative Fixed-Income Trading and Data Solutions)  Entered into strategic partnerships with Blackrock, S&P and ICE Bonds. (Deliver Innovative Fixed-Income Trading and Data Solutions)  Launched targeted workflow enhancements to make block trading more efficient. (Deliver Innovative Fixed-Income Trading and Data Solutions)  Continued expansion of X-Pro Portfolio Trading solution for U.S. clients and launched our global portfolio trading solution. (Deliver Innovative Fixed-Income Trading and Data Solutions)  Successful integration of the Pragma team with low attrition, expansion of key talent into leadership roles, and integration of assets into the Company’s technology strategy. (Growth Through Corporate Development and M&A) | | Ilene J. Fiszel Bieler |  Achieved 69% payout ratio (dividends and repurchases) on trailing twelve months net income. (Deliver Operational Excellence)  Spearheaded multiyear planning process to bring increased rigor to revenue planning with a consistent approach across all business lines. (Deliver Operational Excellence)  Created efficiencies and scale in procurement and vendor management with new process for vendor onboarding and renewal processes, further instilling a culture of expense discipline. (Deliver Operational Excellence)  Reviewed interest income drivers to identify recommendations to offset the impact from the expected change in the interest rate environment. Upsized corporate bond portfolio with proceeds from excess cash and optimized maturities profile of our U.S. treasuries portfolio. (Build a Scalable and Resilient Business)  Spearheaded analysis and a recommendation to the Board regarding share repurchases, authorizing our largest share repurchase plan to date. Established new repurchase grid allowing better management of our repurchase program. (Deliver Operational Excellence)  Oversaw tax credit purchases that yielded additional tax savings and contributed to incremental EPS. (Deliver Operational Excellence)  Enhanced work product from the financial planning and analysis, SEC reporting and corporate development teams in terms of actionable analytics. (Build a Scalable and Resilient Business) |

  54. 2024 individual performance

    | Richard M. McVey |  Provided strategic advice to the CEO and other global management team members as Executive Chairman. (Attract, Develop and Retain Top Talent and Continue to Promote a High-Performing Culture)  Worked closely with the Governance Committee to attract and retain talented independent directors, including by recruiting Carlos Hernandez to stand for election as Chairman of the Board. (Attract, Develop and Retain Top Talent and Continue to Promote a High-Performing Culture)  Maintained regulatory dialogue with key regulators. (Deliver Operational Excellence)  Developed deeper senior management capabilities in key business areas. (Attract, Develop and Retain Top Talent and Continue to Promote a High-Performing Culture)  Assisted in the creation of a new global emerging markets organization structure. (Build a Scalable and Resilient Business)  Actively participated in the recruiting of key senior manager positions including U.S. Sales, Global EM Product Manager, Dealer Execution Business, and Investor Client Solutions. (Attract, Develop and Retain Top Talent and Continue to Promote a High-Performing Culture)  Partnered with the Company’s Chief Risk Officer to upgrade several risk management processes and remained active in the Company’s oversight of risk management. (Build a Scalable and Resilient Business) | | Naineshkumar S. Panchal |  Continued expansion of X-Pro Portfolio Trading solution for U.S. clients and launched our global portfolio trading solution (Deliver Innovative Fixed-Income Trading and Data Solutions)  Successful integration of the Pragma team with low attrition, expansion of key talent into leadership roles, and integration of assets into the Company’s technology strategy. (Growth Through Corporate Development and M&A)  Targeted workflow enhancements to make block trading more efficient and launch of AI-driven dealer selection tool. (Deliver Innovative Fixed-Income Trading and Data Solutions)  Initial launch of Adaptive Auto-X "Take" algo, our next-generation request for quote automation workflow (Deliver Innovative Fixed-Income Trading and Data Solutions)  Continued to build the technology talent through external hiring & internal career development. (Attract, Develop and Retain Top Talent and Continue to Promote a High-Performing Culture)  Continued to enhance the focus on technology risk and control at the Company. (Build a Scalable and Resilient Business)  Sponsored the Women in Technology initiative for female technology professionals at the firm. (Attract, Develop and Retain Top Talent and Continue to Promote a High-Performing Culture) | | Kevin M. McPherson |  Delivered record total ADV of $37.1 billion. (Growth Through Market Share Gains in Core Products)  Delivered record total credit ADV of $14.2 billion, up 13%. (Growth Through Market Share Gains in Core Products)  Delivered record revenue in emerging markets, eurobonds, municipal bonds, and rates. (Growth Through Product and Geographic Expansion)  Led the global sales team to approximately 22,000 client meetings. (Deliver Best-in-Class Customer Service)  Led employee engagement survey action planning efforts and reorganized junior talent programs to provide enhanced mentoring and training. (Attract, Develop and Retain Top Talent and Continue to Promote a High-Performing Culture) |

  55. 2024 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 January 31, 2024.

  56. 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 2024 for 2023 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 2024, we used the value of equity granted in February 2025 in recognition of performance during 2024. Accordingly, we have also included an overview of equity awards granted in 2025. 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 “2024 compensation detail – Annual Cash Incentives – 2024 individual performance.” Except as described for Mr. McVey below, 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 the annual equity awards granted to our NEOs in February 2024 and to our NEOs (excluding Messrs. McVey and Gerosa) in February 2025 were as follows:

  57. 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 • Mr. Concannon receives half of his 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 |

  58. Annual long-term equity incentives

    Due to his retirement, Mr. McVey’s long-term annual equity incentive for the year ended December 31, 2024, was granted in the form of RSUs that are scheduled to cliff vest after the two year anniversary of the February 2025 grant date. Mr. McVey continues to serve the Company as a consultant and his outstanding unvested equity continues to vest subject to his continued service to the Company. See “Employment agreements and severance arrangements with our Named Executive Officers – Richard M. McVey consulting agreement.” Due to his resignation, Mr. Gerosa did not receive any equity awards for 2024. 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.

  59. Annual long-term equity incentives

    | 2023 Equity Incentive Summary (000's) | | | | | | | | | Multi-Year | Granted February 2024 for 2023 | | | | 2023 Equity | | Name | Attribution 1 | PSUs | RSUs | Options | Total | Incentive | | Christopher R. Concannon | $1,000 | $1,775 | $888 | $888 | $3,550 | $4,550 | | Ilene J. Fiszel Bieler 2 | – | – | – | – | – | – | | Richard M. McVey | $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 | | Christopher N. Gerosa 3 | – | – | – | – | – | – |

  60. Annual long-term equity incentives

    (1) See “—Multi-year awards” below. (2) Ms. Fiszel Bieler joined the Company as Chief Financial Officer effective May 23, 2024. (3) On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. The chart below shows the annual equity award value granted to our NEOs in February 2025 to reward their performance in 2024 and the value of any multi-year awards included in their TDC for 2024.

  61. Annual long-term equity incentives

    | 2024 Equity Incentive Summary (000's) | | | | | | | | | Multi-Year | Granted February 2025 for 2024 | | | | 2024 Equity | | Name | Attribution 1 | PSUs | RSUs | Options | Total | Incentive | | Christopher R. Concannon | – | $2,488 | $1,244 | $1,244 | $4,975 | $4,975 | | Ilene J. Fiszel Bieler | – | $575 | $575 | – | $1,150 | $1,150 | | Richard M. McVey 2 | – | – | $2,750 | – | $2,750 | $2,750 | | Naineshkumar S. Panchal | $750 | $495 | $495 | – | $990 | $1,740 | | Kevin M. McPherson | – | $750 | $750 | – | $1,500 | $1,500 | | Christopher N. Gerosa 3 | – | – | – | – | – | – |

  62. Annual long-term equity incentives

    (1) See “—Multi-year awards” below. (2) Due to his retirement, Mr. McVey’s long-term annual equity incentive granted in February 2025 for 2024 was granted solely in the form of RSUs that cliff vest after two years, subject to continued service.

  63. 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 2024 and February 2025:

  64. Performance stock units

    | 2023 and 2024 Performance Stock Unit Summary | | | | | | | | | Granted February 2024 for 2023 | | | Granted February 2025 for 2024 | | | | Name | 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 | 2/15/2024 | 7,981 | $1,759,811 | 2/15/2025 | 12,403 | $2,399,856 | | Ilene J. Fiszel Bieler | – | – | – | 2/15/2025 | 2,867 | $554,736 | | Richard M. McVey 2 | 2/15/2024 | 5,223 | $1,151,672 | – | – | – | | Naineshkumar S. Panchal | 2/15/2024 | 2,698 | $594,909 | 2/15/2025 | 2,468 | $477,533 | | Kevin M. McPherson | 2/15/2024 | 3,653 | $805,487 | 2/15/2025 | 3,740 | $723,653 | | Christopher N. Gerosa 3 | – | – | – | – | – | – |

  65. 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) Due to his retirement, Mr. McVey’s long-term annual equity incentive granted in February 2025 for 2024 performance was granted solely in the form of RSUs that cliff vest after two years, subject to continued service. (3) 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 2024 and February 2025 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 rigorous with year-over-year growth required to achieve target, while exceeding the threshold goals is 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 “— Funding of the 2022 performance awards” for information regarding the payout of awards that have vested in 2025. The PSUs granted to the NEOs cliff-vest after three years and have three-year performance periods with one-year calculation periods, with targets for years two and three determined at the time of grant and generally linked to the prior year’s target or result. The targets for the PSUs that were granted to our NEOs in February 2025 were set in line with the Company’s 2024 results for the 2025 measurement period, and will increase by an additional 0.5% from the prior year in each of the 2026 and 2027 measurements periods. For the awards granted in February 2024 and February 2025, 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, U.S. 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, consulting 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 are currently outstanding:

  66. Performance stock units

    | Performance Metrics for Outstanding Performance Stock Units | | | | Performance 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% |

  67. 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.

  68. RSUs and stock options

    RSUs 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. Mr. Concannon receives half of the portion of the annual long-term equity award that is time-based in RSUs and the other half in stock options. Previously, Mr. McVey also historically received half of the portion of the annual long-term equity award that is time-based in RSUs and the other half in stock options; provided, however, for the award granted in February 2025 for 2024 performance, Mr. McVey received only RSUs. 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. 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 2024 and February 2025 for 2023 and 2024 performance, respectively:

  69. RSUs and stock options

    | 2023 and 2024 Restricted Stock Unit Summary | | | | | | | | | Granted February 2024 for 2023 | | | Granted February 2025 for 2024 | | | | Name | Grant Date | Units Granted | Grant Date Fair Value 1 | Grant Date | Units Granted | Grant Date Fair Value 1 | | Christopher R. Concannon | 2/15/2024 | 3,991 | $880,016 | 2/15/2025 | 6,202 | $1,200,025 | | Ilene J. Fiszel Bieler | – | – | – | 2/15/2025 | 2,867 | $554,736 | | Richard M. McVey 2 | 2/15/2024 | 2,611 | $575,726 | 2/15/2025 | 13,712 | $2,653,135 | | Naineshkumar S. Panchal | 2/15/2024 | 2,698 | $594,909 | 2/15/2025 | 2,468 | $477,533 | | Kevin M. McPherson | 2/15/2024 | 3,653 | $805,487 | 2/15/2025 | 3,740 | $723,653 | | Christopher N. Gerosa 3 | – | – | – | – | – | – |

  70. RSUs 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) Due to his retirement, Mr. McVey’s long-term annual equity incentive granted in February 2025 for 2024 performance was granted in the form of RSUs that cliff vest after two years, subject to continued service. (3) On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024.

  71. RSUs and stock options

    | 2023 and 2024 Stock Option Summary | | | | | | | | | | | Granted February 2024 for 2023 | | | | Granted February 2025 for 2024 | | | | | Name | 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 | 2/15/2024 | 11,503 | $220.50 | $887,516 | 2/15/2025 | 17,985 | $193.49 | $1,208,646 | | Richard M. McVey 2 | 2/15/2024 | 7,527 | $220.50 | $580,747 | – | – | – | – |

  72. RSUs 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 Black-Scholes value per option. (2) Due to his retirement, Mr. McVey’s long-term annual equity incentive granted in February 2025 for 2024 was granted in the form of RSUs that cliff vest after two years, subject to continued service. The RSUs and stock options granted to the NEOs (other than Mr. McVey) 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.

  73. Funding of the 2022 performance awards

    Funding of the 2022 performance awards The performance stock units (“PSUs”) granted to Messrs. Concannon, McVey and McPherson (the “2022 Performance Equity Awards”) for 2021 performance were each subject to U.S. credit market share, revenue growth excluding U.S. credit and operating margin performance metrics, weighted at one-third each. The performance period of the 2022 Performance Equity Awards was from January 1, 2022 to December 31, 2024. Ms. Fiszel Bieler and Mr. Panchal were not serving in their roles when the 2022 Performance Equity Awards were granted and did not receive the 2022 Performance Equity Awards. Mr. Gerosa received a 2022 Performance Equity Award, but such award was forfeited as a result of his resignation on January 31, 2024. In January 2025, the Compensation Committee certified the Company’s consolidated financial performance under the 2022 Performance Equity Awards against the previously determined U.S. credit market share, revenue growth excluding U.S. credit 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, U.S. credit market share, revenue growth excluding U.S. credit and operating margin funded at 42%, 14% and 79%, respectively, with a resulting payout for the 2022 Performance Equity Awards calculated at 45% of target.

  74. Funding of the 2022 performance awards

    | 2022 Performance Stock Unit Award Funding | | | | | | | Performance | Metric | Performance Periods | | | Total | | Metrics | Weightings | 2022 | 2023 | 2024 | Funding | | U.S. Credit Market Share | 1/3 | 94% | 32% | 0% | 42% | | Revenue Growth Excluding U.S. Credit | 1/3 | 17% | 0% | 25% | 14% | | Operating Margin | 1/3 | 71% | 41% | 123% | 79% | | Total | 100% | 61% | 24% | 50% | 45% |

  75. 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. 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. Mr. Concannon’s multi-year award granted in 2019 cliff-vested in January 2024. In addition, 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. In connection with her hiring as Chief Financial Officer, Ms. Fiszel Bieler received a one-time sign on award (the “Fiszel Bieler Sign On Award”) with a grant date value of $750,000 that consisted of the following: (i) 50% RSUs that will vest in three substantially equal annual installments on each anniversary of the award date, subject to Ms. Fiszel Bieler’s continued service to the Company; and (ii) 50% performance stock units that will cliff-vest on the third anniversary of the Award Date, subject to Ms. Fiszel Bieler’s continued service to the Company through such date and with performance criteria materially similar to the performance criteria contained in the annual performance stock unit award agreement provided to other executive officers in February 2024, except that the performance period for Ms. Fiszel Bieler will be January 1, 2025 through December 31, 2026 with equally weighted calculation periods covering January 1, 2025 to December 31, 2025 and January 1, 2026 to December 31, 2026. 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 were the same as those granted as part of the NEOs’ annual awards granted in 2021 (composite market share and operating margin), except that the performance period was January 1, 2023 through December 31, 2023 with equally weighted calculations periods covering January 1, 2022 to December 31, 2022 and January 1, 2023 to December 31, 2023. The unvested portion of Mr. Gerosa’s multi-year award was forfeited upon his resignation on January 31, 2024.

  76. Total direct compensation

    (1) “2024 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. (2) Ms. Fiszel Bieler joined the Company as Chief Financial Officer effective May 23, 2024. Ms. Fiszel Bieler’s annualized base salary and annualized 2024 total compensation is shown in the table above; refer to “Executive compensation —Summary compensation table” for the amounts actually paid to Ms. Fiszel Bieler in 2024. (3) Mr. Panchal's equity includes $750,000 from a previously granted multi-year equity award. See “—Multi-Year Awards” below. On November 6, 2023, Mr. Gerosa resigned from his position as Chief Financial Officer, effective January 31, 2024. Mr. Gerosa’s annualized base salary and annualized 2024 total compensation is shown in the table above; refer to “Executive compensation —Summary compensation table” for the amounts actually paid to Mr. Gerosa in 2024. Additional compensation information

  77. Timing of Stock Option Awards

    Timing of Stock Option Awards We have certain practices relating to the timing of grants of stock options. Annual stock option awards to our employees, including our named executive officers, are made on a pre-determined schedule in mid-February and during an open trading window. Neither the Board nor the Compensation Committee take material nonpublic information into account when determining the timing and terms of stock options, except that if the Company is in possession of material non-public information on an anticipated grant date, the Compensation Committee or the Board, as applicable, will defer the grant date until a date on which the Company is not in possession of material non-public information. It is the Company’s practice not to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  78. 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.

  79. 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.

  80. Impact of tax and accounting

    | 2024 Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary | Bonus | Stock Awards 1 | Option Awards 1 | Non- Equity Incentive Plan Compensation 2 | All Other Compensation 3 | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Christopher R. Concannon | 2024 | $750,000 | – | $2,639,826 | $887,516 | $1,525,000 | $17,500 | $5,819,842 | | Chief Executive Officer | 2023 | $650,000 | – | $5,627,725 | $705,361 | $1,300,000 | $10,000 | $8,293,086 | | | 2022 | $500,000 | – | $1,865,359 | $621,103 | $1,300,000 | $10,000 | $4,296,462 | | Ilene J. Fiszel Bieler | 2024 | $274,615(4) | – | $715,206 | – | $850,000 | $5,492 | $1,845,313 | | Chief Financial Officer | 2023 | – | – | – | – | – | – | – | | | 2022 | – | – | – | – | – | – | – | | Richard M. McVey | 2024 | $650,000 | – | $1,727,397 | $580,747 | $950,000 | $17,500 | $3,925,644 | | Former Executive Chairman | 2023 | $650,000 | – | $2,682,521 | $894,264 | $1,194,000 | – | $5,420,785 | | | 2022 | $500,000 | – | $2,377,256 | $791,577 | $1,750,000 | $135,000 | $5,553,833 | | Kevin M. McPherson | 2024 | $450,000 | – | $1,610,973 | – | $850,000 | $0 | $2,910,973 | | Chief Revenue Officer | 2023 | $450,000 | – | $1,561,757 | – | $675,000 | $10,000 | $2,696,757 | | | 2022 | $300,000 | – | $1,316,603 | – | $900,000 | $10,000 | $2,526,603 | | Naineshkumar S. Panchal | 2024 | $450,000 | – | $1,189,818 | – | $935,000 | $17,500 | $2,592,318 | | Chief Information Officer | 2023 | $450,000 | – | $654,676 | – | $800,000 | $10,000 | $1,914,676 | | | 2022 | $333,333(4) | $1,485,000(5) | $3,725,581 | – | $900,000 | $10,000 | $6,453,915 | | Christopher N. Gerosa 6 | 2024 | $37,500(4) | – | – | – | – | $3,000 | $40,500 | | Former Chief Financial Officer | 2023 | $450,000 | – | $352,794 | $117,540 | – | $10,000 | $930,333 | | | 2022 | $300,000 | – | $160,872 | $53,552 | $600,000 | $10,000 | $1,124,424 |

  81. Impact of tax and accounting

    | 2024 Grants of Plan-Based Awards Table | | | | | | | | | | | | | | Name and | 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 | | Award Type | Date | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Awards 1 | | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($ / Sh) | ($) | | Christopher R. Concannon | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $1,775,000 | $2,662,500 | | | | | | | | | Restricted Stock Units 3 | 02/15/2024 | 01/18/2024 | | | | | | | 3,991 | | | $880,016 | | Performance Stock Units 5 | 02/15/2024 | 01/18/2024 | | | | 0 | 7,981 | 15,962 | | | | $1,759,811 | | Stock Options 7 | 02/15/2024 | 01/18/2024 | | | | | | | | 11,503 | $220.50 | $887,516 | | Ilene J. Fiszel Bieler | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $800,000 | $1,200,000 | | | | | | | | | Restricted Stock Units 4 | 06/03/2024 | 05/27/2024 | | | | | | | 1,797 | | | $357,603 | | Performance Stock Units 6 | 06/03/2024 | 05/27/2024 | | | | 0 | 1,797 | 3,594 | | | | $357,603 | | Richard M. McVey | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $1,105,000 | $1,657,500 | | | | | | | | | Restricted Stock Units 3 | 02/15/2024 | 01/18/2024 | | | | | | | 2,611 | | | $575,726 | | Performance Stock Units 5 | 02/15/2024 | 01/18/2024 | | | | 0 | 5,223 | 10,446 | | | | $1,151,672 | | Stock Options 7 | 02/15/2024 | 01/18/2024 | | | | | | | | 7,527 | $220.50 | $580,747 | | Kevin M. McPherson | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $950,000 | $1,425,000 | | | | | | | | | Restricted Stock Units 3 | 02/15/2024 | 01/16/2024 | | | | | | | 3,653 | | | $805,487 | | Performance Stock Units 5 | 02/15/2024 | 01/16/2024 | | | | 0 | 3,653 | 7,306 | | | | $805,487 | | Naineshkumar S. Panchal | | | | | | | | | | | | | | Annual Cash Incentive 2 | | | $0 | $1,050,000 | $1,575,000 | | | | | | | | | Restricted Stock Units 3 | 02/15/2024 | 01/16/2024 | | | | | | | 2,698 | | | $594,909 | | Performance Stock Units 5 | 02/15/2024 | 01/16/2024 | | | | 0 | 2,698 | 5,396 | | | | $594,909 | | Christopher N. Gerosa 8 | – | – | – | – | – | – | – | – | – | – | – | – |

  82. Impact of tax and accounting

    | Outstanding Equity Awards - Year End 2024 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | 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 | | | | | 596(1) | $134,720 | | | | | | | | | 1,299(2) | $293,626 | | | | | | | | | 2,729(3) | $616,863 | | | | | | | | | 3,991(4) | $902,126 | | | | | | | | | | | 3,610(8) | $816,004 | | | | | | | | | 3,934(9) | $889,241 | | | | | | | | | 5,039(10) | $1,139,016 | | | | | | | | | 7,981(11) | $1,804,025 | | | 4,358(14) | | $523.00 | 01/15/2027 | | | | | | | 4,196(15) | 2,067(15) | $344.48 | 01/31/2028 | | | | | | | 1,942(16) | 3,771(16) | $358.53 | 02/15/2029 | | | | | | | | 11,503(17) | $220.50 | 02/15/2030 | | | | | | Ilene J. Fiszel Bieler | | | | | 1,797(5) | $406,194 | | | | | | | | | | | 1,797(12) | $406,194 | | Richard M. McVey | | | | | 767(1) | $173,373 | | | | | | | | | 1,647(2) | $372,288 | | | | | | | | | 2,611(4) | $590,190 | | | | | | | | | | | 4,601(8) | $1,040,010 | | | | | | | | | 4,988(9) | $1,127,488 | | | | | | | | | 5,223(11) | $1,180,607 | | | 9,342(18) | | $368.10 | 01/15/2026 | | | | | | | 6,187(14) | | $523.00 | 01/15/2027 | | | | | | | 5,347(15) | 2,635(15) | $344.48 | 01/31/2028 | | | | | | | 2,462(16) | 4,781(16) | $358.53 | 02/15/2029 | | | | | | | | 7,527(17) | $220.50 | 02/15/2030 | | | | | | Kevin M. McPherson | | | | | 631(1) | $142,631 | | | | | | | | | 1,438(2) | $325,046 | | | | | | | | | 3,653(4) | $825,724 | | | | | | | | | | | 1,911(8) | $431,962 | | | | | | | | | 2,178(9) | $492,315 | | | | | | | | | 3,653(11) | $825,724 | | Naineshkumar S. Panchal | | | | | 1,054(6) | $238,246 | | | | | | | | | 2,658(7) | $600,814 | | | | | | | | | 603(2) | $136,302 | | | | | | | | | 2,698(4) | $609,856 | | | | | | | | | | | 3,986(13) | $900,995 | | | | | | | | | 913(9) | $206,375 | | | | | | | | | 2,698(11) | $609,856 | | Christopher N. Gerosa 19 | – | – | – | – | – | – | – | – |

  83. Impact of tax and accounting

    | 2024 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 | – | – | 21,458 | $5,689,152 | | Ilene J. Fiszel Bieler | – | – | – | – | | Richard M. McVey | 16,037 | $1,101,100 | 3,431 | $892,354 | | Kevin M. McPherson | – | – | 2,302 | $588,499 | | Naineshkumar S. Panchal | – | – | 1,365 | $292,173 | | Christopher N. Gerosa | – | – | 242 | $66,388 |

  84. Impact of tax and accounting

    | 2024 Non-Qualified Deferred Compensation Table | | | | | | | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals / Distributions | Aggregate Balance at Last Fiscal Year-End | | | ($) | ($) | ($) | ($) | ($) | | Christopher R. Concannon | – | – | $48,412(3) | – | $407,799(5) | | | $146,152(1) | – | $8,263(4) | – | $154,415 | | Ilene J. Fiszel Bieler | – | – | – | – | – | | Richard M. McVey | $399,803(2) | – | ($6,805,744)(4) | $16,621,321 | $22,163,618(5) | | Kevin M. McPherson | – | – | – | – | – | | Naineshkumar S. Panchal | – | – | – | – | – | | Christopher N. Gerosa | – | – | $5,069(3) | $19,555 | $132,872(5) |

  85. Your vote

    | Pay Versus Performance 1 | | | | | | | | | | | | | Summary Compensation Table Total for PEO 2 | | Compensation Actually Paid to PEO 3 | | Average Summary Compensation Table Total for Non-PEO | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment Based On: | | Net Income 8 (millions) | Adjusted Operating Income 9 (millions) | | Year | Concannon | McVey | Concannon | McVey | NEOs 4 | NEOs 5 | TSR 6 | Peer Group TSR 7 | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $5,819,842 | N/A | ($88,816) | N/A | $2,262,950 | $1,534,249 | $62.31 | $167.00 | $274.2 | $392.2 | | 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 |

  86. Your vote

    | PEO Compensation Actually Paid: Christopher R. Concannon | | | | | | Year | Summary Compensation Table Total | Reported Value of Equity Awards a | Equity Award Adjustments b | Compensation Actually Paid | | 2024 | $5,819,842 | $3,527,342 | ($2,381,316) | ($88,816) |

  87. Your vote

    | Average Non-PEO NEO Compensation Actually Paid | | | | | | Year | Summary Compensation Table Total | Reported Value of Equity Awards a | Equity Award Adjustments b | Compensation Actually Paid | | 2024 | $2,262,950 | $1,164,828 | $436,127 | $1,534,249 |

  88. 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 Mr. Concannon for 2024, 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 Mr. Concannon for 2024, 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.

  89. 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 Mr. Concannon for 2024, 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 Mr. Concannon for 2024, 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.

  90. 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 Mr. Concannon for 2024, 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 Mr. Concannon for 2024, 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 4, 2025, at 9:00 AM, Eastern Daylight Time, via live audio webcast at www.virtualshareholdermeeting.com/MKTX2025. 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 37,201,388 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, 2025, (3) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement, and (4) AGAINST the Special Shareholder Meeting Improvement Proposal and (5) 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 23, 2025, 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.

  91. Compensation Actually Paid and Adjusted Operating Income

    | Our Proxy Statement and 2024 Annual Report to Stockholders are available at | | https://materials.proxyvote.com/57060D |

  92. Compensation Actually Paid and Adjusted Operating Income

    Solicitation of proxies