DEF 14A of Interactive Brokers Group, Inc.
Filed Mar 6, 2024 · FY20230001140361-24-011717
Board and Committee Meetings
| • | reviewing and recommending director compensation policies to our Board; |
Compensation Discussion and Analysis
Compensation Discussion and Analysis Compensation Philosophy and Objectives We adhere to the philosophy that compensation of our named executive officers should first and foremost be directly and materially linked to each executive’s individual performance and our overall performance. The objectives of our executive compensation program are (1) to enhance our long-term value, (2) to assist us in attracting and retaining high quality talent, (3) to reward past performance and motivate future performance, and (4) to align named executive officers’ long-term interests with those of our stockholders. Role of Executive Officers in Compensation Decisions Employee performance is reviewed and compensation changes are recommended to the Company’s Chief Executive Officer by members of the IBG LLC Steering Committee. The Chief Executive Officer makes final recommendations to our Compensation Committee, led by our Chairman, which ultimately determines aggregate compensation for all employees and is significantly involved in all key aspects of executive compensation, including the Chairman’s own compensation. Our Compensation Committee is responsible for overseeing the implementation of our philosophy and objectives with respect to the compensation of our named executive officers and directors and administering all aspects of our compensation and benefit plans and programs. The Compensation Committee is currently comprised of Messrs. Thomas Peterffy, Earl H. Nemser and Milan Galik. As a controlled company, we are not required by Nasdaq to have a compensation committee composed entirely of independent directors. Setting Executive Compensation Historically, we have kept base salaries for our named executive officers at a relatively modest level in comparison to salaries paid to senior executives at many other companies in our industry and have not sought to “benchmark” salaries to those of our competitors. We have not utilized the services of a compensation consultant to date. We leave decisions as to these matters to our Compensation Committee. We compensate our named executive officers through three primary methods: base salary, cash bonuses and stock awards. Although the base salaries of our named executive officers are fixed, a substantial additional portion of total compensation is variable. This practice ensures that our executive compensation packages include a combination of base salary and incentives that are appropriate and competitive in the relevant marketplace, as well as related to the individual’s performance and our performance. Our named executive officers have an average of 38 years tenure with us. Our compensation program is designed to reward performance by tying a substantial portion of each named executive officer’s total potential compensation to individual performance and our performance. We evaluate individual and company performance in a qualitative fashion; we do not utilize specific financial or operating performance goals or targets in setting executive compensation. Through our practice of granting stock awards, the compensation program also promotes and rewards a named executive officer’s tenure and longevity with us, as well as the executive’s role in our financial performance. Stock awards also align the interests of our named executive officers with those of our stockholders. We do not utilize a set formula for allocating compensation among the elements of total compensation. The subjective decisions regarding the amount and mix of elements which comprise the compensation awarded to our named executive officers are principally based upon an assessment of each executive’s leadership, performance and contribution to the achievement of our financial goals, as well as subjective judgments about each executive individually, rather than on rigid guidelines or formulas. Key factors include the executive’s performance; the nature, scope and level of the executive’s responsibilities; and the executive’s contribution to our overall financial results. Consistent with the overall philosophy described above, the compensation of our named executive officers is predominantly performance based because they have the greatest ability to influence our performance. The decisions concerning specific base compensation elements and the total compensation paid or awarded to our named executive officers in fiscal year 2023 were made within this framework. Specific individual and/or company performance goals or targets were not used. In fiscal year 2023, the aggregate base salaries of our named executive officers constituted approximately 11% of their total aggregate compensation, cash bonuses constituted approximately 27%, stock awards (as described below) constituted 59%, and other compensation constituted the remaining 3%. We granted $16,675,000 worth of stock awards in connection with the Company’s amended 2007 Stock Incentive Plan (“Stock Incentive Plan”), as part of our named executive officers 2023 compensation. The individual allocations of compensation may vary considerably from year to year. We believe that these practices provide our named executive officers with incentives that are aligned with our conservative risk management policies. A substantial portion of the compensation for our named executive officers is in the form of long-term stock awards, which include vesting periods and conditions. These stock awards are designed not only to encourage long-term performance, but also to minimize the type of short-term risk-taking that might contravene our risk management policies. Our approach to compensation complements our practices of real-time risk assessment and daily measurement of financial performance in the various parts of our businesses, which also act as disincentives to excessive risk-taking. Elements of Compensation Although our named executive officers and other key employees holding direct or indirect ownership interests in Holdings have benefited from the increased value of their ownership interests, they have historically received base salary and performance-based cash bonuses and stock awards, and we expect to continue compensating them in this form. We believe that in order to attract and retain highly effective people we must maintain a flexible compensation structure, including base salary, cash bonuses and stock awards. As stated above, we do not utilize a specific formula for allocating compensation among the various elements of total compensation. The amounts of cash bonuses and stock awards were determined at the discretion of our Compensation Committee. Historically, Mr. Thomas Peterffy has received no cash bonus or long-term incentives as the Compensation Committee believes that his and his affiliates’ approximate 91.3% ownership of Holdings which, in turn, owns approximately 74.6% of IBG LLC, has provided sufficient incentive to align his interests with those of our common stockholders. Base Salary. Base salary is structured to ensure that our named executive officers are fairly and equitably compensated. Base salary is used to appropriately recognize and reward the experience and skills that our employees bring to us and provides motivation for career development and enhancement. Base salary is designed to ensure that all employees continue to receive a basic level of compensation that reflects any acquired skills that are competently demonstrated and are consistently used at work.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation of our named executive officers for the fiscal years ended December 31, 2023, 2022 and 2021. For purposes of this disclosure, our named executive officers are our Chairman, Vice Chairman, Chief Executive Officer and President, Chief Financial Officer and the other most highly compensated executive officer as determined by their total compensation in the table below.
Summary Compensation Table
| Name and Principal Positions | Year | Salary(1),(2) | Bonus | Stock Awards(3) | All Other Compensation(4),(5) | Total | | | (in dollars) | | | | | | | Thomas Peterffy Chairman | 2023 | $550,000 | — | — | $175,000 | $725,000 | | | 2022 | $525,000 | — | — | $162,500 | $687,500 | | | 2021 | $500,000 | — | — | $125,000 | $625,000 | | Earl H. Nemser Vice Chairman and Director | 2023 | $730,000 | $900,000 | $1,225,000 | $205,923 | $3,060,923 | | | 2022 | $680,000 | $850,000 | $1,137,500 | $177,227 | $2,844,727 | | | 2021 | $750,000 | $750,000 | $1,025,000 | $168,199 | $2,693,199 | | Milan Galik Chief Executive Officer, President and Director | 2023 | $550,000 | $3,475,000 | $11,025,000 | $329,511 | $15,379,511 | | | 2022 | $520,000 | $3,200,000 | $10,037,500 | $284,486 | $14,041,986 | | | 2021 | $500,000 | $3,000,000 | $8,525,000 | $264,397 | $12,289,397 | | Paul J. Brody Chief Financial Officer, Treasurer, Secretary and Director | 2023 | $550,000 | $2,350,000 | $3,200,000 | $221,564 | $6,321,564 | | | 2022 | $525,000 | $2,250,000 | $3,037,500 | $202,940 | $6,015,440 | | | 2021 | $500,000 | $2,150,000 | $2,825,000 | $188,699 | $5,663,699 | | Thomas A. J. Frank Executive Vice President and Chief Information Officer | 2023 | $550,000 | $825,000 | $1,225,000 | $48,792 | $2,648,792 | | | 2022 | $525,000 | $775,000 | $1,162,500 | $23,276 | $2,485,776 | | | 2021 | $500,000 | $700,000 | $1,100,000 | $31,243 | $2,331,243 |
Summary Compensation Table
| (1) Mr. Thomas Peterffy’s salary is capped at 0.2% of IBG LLC’s net income. |
Summary Compensation Table
| (2) For the fiscal years ended December 31, 2023, 2022 and 2021, amounts for Mr. Nemser include $180,000, $180,000 and $270,000, respectively, of IBG LLC director fees paid to Mr. Nemser, which have historically been included as part of Mr. Nemser’s salary in the table above. No other named executive officer received IBG LLC director fees during the fiscal years ended December 31, 2023, 2022 and 2021. |
Summary Compensation Table
| (3) The amounts shown represent the fair value of restricted stock units granted to our named executive officers under the Stock Incentive Plan in accordance with ASC Topic 718. For information on the assumption used in determining the fair value of stock awards granted under the Stock Incentive Plan, refer to Notes 2 and 10 to our consolidated financial statements filed with the Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
The amounts for Messrs. Nemser, Galik, and Brody include the fair market value of the annual grant of restricted stock units granted in connection with their Board service. The value of the grant for each individual in 2023 was $25,000.
Summary Compensation Table
| (4) The table below details the components of All Other Compensation for the year ended 2023. |
Summary Compensation Table
| | Director Fees | Dividend Equivalent Payments | 401(k) Retirement Plan - Company Match | Vacation Payout | Total | | Thomas Peterffy | $175,000 | $0 | $0 | $0 | $175,000 | | Earl H. Nemser | $175,000 | $15,923 | $15,000 | $0 | $205,923 | | Milan Galik | $150,000 | $146,351 | $15,000 | $18,160 | $329,511 | | Paul J. Brody | $150,000 | $56,564 | $15,000 | $0 | $221,564 | | Thomas A.J. Frank | $0 | $21,515 | $15,000 | $12,277 | $48,792 |
Summary Compensation Table
| (5) IBG LLC operates in the form of a limited liability company. The amounts in the column for “All Other Compensation” do not include distributions received by each named executive officer from Holdings relating to Holdings’ invested capital in IBG LLC, as these amounts do not constitute compensatory payments. These distributions were made in part to assist the holders of Holdings member interests in paying personal income taxes on their proportionate share of the consolidated profits of Holdings and to satisfy the contractual terms of the Tax Receivable Agreement (see below for a description). No distributions were received by named executive officers for the year ended December 31, 2023. As a result of a restructuring in late 2018, the distributions paid by IBG LLC to Holdings are now paid largely to IBKR Member Holdings LLC, an entity that is taxed as a corporation. For the year ended December 31, 2023, IBKR Member Holdings LLC paid approximately $425,076,000 of taxes, of which approximately $394,142,000, $2,236,000, $6,090,000, $3,016,000 and $7,438,000 are attributable to the equity holdings of Messrs. Thomas Peterffy and his affiliates, Nemser, Galik and Brody and Dr. Frank, respectively. |
Stock Vested Table
Stock Vested Table The following table contains information about stock awards that vested during the year ended December 31, 2023.
Stock Vested Table
| Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Earl H. Nemser | 12,513 | $975,889(1) | | | 302 | $25,000(2) | | Milan Galik | 126,208 | $9,842,962(1) | | | 302 | $25,000(2) | | Paul J. Brody | 53,122 | $4,142,985(1) | | | 302 | $25,000(2) | | Thomas A. J. Frank | 20,124 | $1,569,471(1) |
Stock Vested Table
| (1) The value realized is based on the closing price of our common stock on the vesting date, May 9, 2023, of $77.99. |
Stock Vested Table
| (2) The value realized is based on the closing price of our common stock on the vesting date, December 29, 2023, of $82.90. |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing the following information about the relationship of the annual total compensation of our Chief Executive Officer and President, Mr. Milan Galik, and the annual total compensation of our median employee. For the year ended December 31, 2023:
Pay Ratio Disclosure
| • | The median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer and President) was approximately $99,344; |
Pay Ratio Disclosure
| • | The annual total compensation of our Chief Executive Officer and President was $15,379,511 (as disclosed in the Summary Compensation Table herein); and |
Pay Ratio Disclosure
| • | Based on this information, the ratio of the annual total compensation of our Chief Executive Officer and President to the median employee was 155 to 1. |
Pay Ratio Disclosure
To determine the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer and President), we identified our total employee population as of December 31, 2023, which consisted of approximately 2,932 individuals, all of which were full-time equivalent employees. We determined the median based on each employee’s annual total compensation as of December 31, 2023. Annual total compensation consisted of base pay, cash bonuses, the fair value of stock awards granted under the Stock Incentive Plan at the grant date, dividend equivalent payments on unvested stock awards, Company match 401(k) retirement plan contributions, and vacation payout. The annual total compensation of the median employee was calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”), as determined under SEC rules, and certain financial performance measures of the Company. Our Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see the Setting Executive Compensation section contained in this Proxy Statement. Pay versus Performance Table The table below presents the compensation paid to our principal executive officer (“PEO”) and the aggregate compensation paid to our other named executive officers (“NEOs”), our Total Shareholder Return (“TSR”) and the TSR of our peer group, and our performance with respect to two other performance metrics for 2023 and each of the three previous fiscal years. The compensation amounts reflected in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our PEO or our other NEOs.
Pay versus Performance
| Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non- PEO NEOs(2)(3) | Average Compensation Actually Paid to Non- PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment(4) Based on: | | Net Income (in millions) | Adjusted Pre- Tax Profit Margin(6) | | | | | | | IBKR Total Stockholder Return | S&P 500 Total Shareholder Return(5) | | | | 2023 | $15,379,511 | $19,849,625 | $3,189,070 | $3,902,156 | $182 | $158 | $2,812 | 71% | | 2022 | $14,041,987 | $8,571,380 | $3,008,361 | $2,028,489 | $158 | $125 | $1,842 | 67% | | 2021 | $12,289,397 | $19,472,820 | $2,828,285 | $4,188,291 | $173 | $152 | $1,636 | 67% | | 2020 | $10,141,570 | $14,487,968 | $2,560,565 | $3,408,267 | $132 | $118 | $1,179 | 61% |
Pay versus Performance
| (1) The principal executive officer (“PEO”) is Mr. Milan Galik, our Chief Executive Officer and President. |
Pay versus Performance
| (2) To calculate the CAP to the PEO and the average CAP to the non-PEO NEOs, the below adjustments were made to total compensation as reported in the Summary Compensation Table. The adjustments were calculated according to the prescribed method determined by the SEC for the calculation of CAP for the periods presented: |
Pay versus Performance
| | | Adjustments | | | | | | | Year | Summary Compensation Total | Amounts Reported in the Summary Compensation Table for Stock Awards | Fair Value of Stock Awards Granted During the Year, Outstanding and Unvested at Year- End | Change in Fair Value of Stock Awards Granted in Any Prior Year, Outstanding and Unvested at Year- End | Fair Value of Stock Awards Granted and Vested in the Same Year | Change in Fair Value of Stock Awards Granted in Any Prior Year, Vested During the Year | Compensation Actually Paid (“CAP”) | | PEO | | | | | | | | | 2023 | $15,379,511 | ($11,025,000) | $11,231,126 | $3,527,139 | $25,036 | $711,813 | $19,849,625 | | 2022 | $14,041,987 | ($10,037,500) | $9,846,473 | ($2,293,784) | $27,033 | ($3,012,829) | $8,571,380 | | 2021 | $12,289,397 | ($8,525,000) | $8,753,434 | $6,042,859 | $25,017 | $887,113 | $19,472,820 | | 2020 | $10,141,570 | ($6,500,000) | $6,902,906 | $4,512,108 | $0 | ($568,616) | $14,487,968 | | Average for non-PEO NEOs | | | | | | | | | 2023 | $3,189,070 | ($1,412,500) | $1,429,445 | $563,278 | $12,518 | $120,346 | $3,902,156 | | 2022 | $3,008,361 | ($1,334,375) | $1,299,225 | ($402,096) | $14,016 | ($556,643) | $2,028,489 | | 2021 | $2,828,285 | ($1,237,500) | $1,261,547 | $1,142,546 | $12,509 | $180,904 | $4,188,291 | | 2020 | $2,560,565 | ($1,122,500) | $1,192,098 | $901,365 | $0 | ($123,260) | $3,408,267 |
Pay versus Performance
| (3) The non-PEO NEOs for all periods presented are the following: Mr. Thomas Peterffy, Chairman; Mr. Earl H. Nemser, Vice Chairman; Mr. Paul J. Brody, Chief Financial Officer, Treasurer and Secretary; and Dr. Thomas A.J. Frank, Executive Vice President and Chief Information Officer. |
Pay versus Performance
| (4) The rate of return assumes $100 was invested in our common stock and the S&P 500 Index on December 31, 2019 and assumes the reinvestment of dividends before tax considerations. |
Pay versus Performance
| (5) Our selected peer group is the S&P 500 index. |
Pay versus Performance
| (6) For additional information regarding non-GAAP financial measures, refer to “Non-GAAP Financial Measures” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. |
Pay versus Performance
Graphical Analysis of the Information Presented in the Pay versus Performance Table As described above, our executive compensation program seeks to align named executive officers’ long-term interests with those of our stockholders to incentivize a long-term increase in stockholder value, and therefore does not specifically align the Company’s performance measures with CAP (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table above, for each of the four years ended December 31, 2023. Financial Performance Measures As described in the Compensation Philosophy and Objectives section contained in this Proxy Statement, our executive compensation program is designed to directly link a significant portion of the compensation of our named executive officers to individual performance and our overall performance, with the goals of aligning our executives’ long-term interests with those of our stockholders and attracting, retaining and motivating key executives who are essential to the implementation of our strategic growth and development strategy. Our Compensation Committee evaluates individual and company performance in a qualitative fashion and does not utilize specific financial or operating performance goals or targets in setting executive compensation, but it considers the following financial measures to be the most important financial measures used by the Company to link CAP for the Company’s named executive officers for the most recently completed fiscal year, to Company performance:
Pay versus Performance
| • | Adjusted income before income taxes. |
Pay versus Performance
| • | Adjusted pre-tax profit margin. |
Pay versus Performance
| • | 3-year adjusted net revenue growth. |
Pay versus Performance
For additional information regarding non-GAAP financial measures, refer to “Non-GAAP Financial Measures” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors The following table contains information regarding 2023 compensation of our non-employee directors with respect to their Board service.
Compensation of Non-Employee Directors
| Director | Fees Earned or Cash Paid | Granted Stock Awards | All Other Compensation(1) | Total | | Lawrence E. Harris | $175,000 | $25,000 | — | $200,000 | | Gary Katz | $75,000 | — | — | $75,000 | | Philip Uhde | $150,000 | $25,000 | $258 | $175,258 | | William Peterffy | $175,000 | $25,000 | $385 | $200,385 | | Nicole Yuen | $150,000 | $25,000 | — | $175,000 | | Jill Bright | $150,000 | $25,000 | $415 | $175,415 |
Compensation of Non-Employee Directors
| (1) The amounts in the Compensation of Non-Employee Directors Table include dividend equivalent payments on unvested stock awards, under the terms of the Stock Incentive Plan, paid to our directors. Mr. Uhde, Mr. William Peterffy, and Ms. Bright received approximately $258, $385 and $415, respectively, in dividend equivalent payments in the year ended December 31, 2023. |
Compensation of Non-Employee Directors
All of our directors are entitled to receive reimbursement of their out-of-pocket expenses in connection with their travel to and attendance at meetings of our Board or committees thereof. Under our current policy, each director is compensated with an annual retainer of $150,000 and an annual grant of stock awards on December 31 valued at $25,000 which vests immediately; in addition, each non-employee director is compensated with a one-time grant of stock awards on December 31 in the year of appointment valued at $75,000 subject to straight-line vesting over a five-year period. The number of stock awards granted is based on the fair market price of our common stock on the date of grant. The chair of a committee of our Board is compensated with an additional annual retainer of $25,000 per committee. We reserve the right to change the manner and amount of compensation to our directors at any time. Stock awards granted under the Stock Incentive Plan to non-employee directors carry the same cancellation provisions as those granted to employees, which are described above.
ITEM 1. ELECTION OF DIRECTORS
ITEM 1. ELECTION OF DIRECTORS Our Board presently consists of ten directors. All of our directors are elected annually for a one-year term expiring at the Annual Meeting of Stockholders in the following year. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. In identifying and recommending nominees for positions on our Board, our Nominating and Corporate Governance Committee places emphasis on the following criteria, among others:
ITEM 1. ELECTION OF DIRECTORS
| • | judgment, character, expertise, skills and knowledge useful to the oversight of our business; |
ITEM 1. ELECTION OF DIRECTORS
| • | business or other relevant experience; and |
ITEM 1. ELECTION OF DIRECTORS
| • | the extent to which the interplay of the nominee’s expertise, skills, knowledge and experience with that of other members of our Board will build a board that is effective, collegial and responsive to the needs of the Company. |
ITEM 1. ELECTION OF DIRECTORS
Our Nominating and Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet in order for the Committee to recommend them to our Board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of our Board. In considering diversity, we consider diversity of viewpoints, backgrounds and experience. We do not, however, have any formal policy with regard to diversity in identifying nominees for a directorship, but rather consider it among the various factors relevant to any particular nominee. Our Nominating and Corporate Governance Committee evaluates possible candidates in detail and suggests individuals to be evaluated in more depth. Once a candidate is identified for serious consideration, the Chairman of our Board enters into a discussion with that candidate.
Nominees for Election to our Board
Nominees for Election to our Board At the Annual Meeting, our stockholders will be asked to elect the nine director nominees set forth below for a one-year term expiring in 2025. While our Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at the Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons who are recommended by our Nominating and Corporate Governance Committee and designated by our Board. All the director nominees currently are members of our Board and have been recommended for re-election by our Nominating and Corporate Governance Committee and approved and nominated for re-election by our Board and all the director nominees have consented to serve if elected. Set forth below is information regarding the director nominees, which has been confirmed by each of them for inclusion in this Proxy Statement.
Nominees for Election to our Board
| Thomas Peterffy | Director since November 2006 |
Nominees for Election to our Board
Mr. Peterffy, age 79, our founder, has been the Chairman of our Board since November 2006 and Chief Executive Officer from November 2006 to September 2019. Mr. Peterffy has been at the forefront of applying computer technology to automate trading and brokerage functions since he emigrated from Hungary to the United States in 1965. In 1977, after purchasing a seat on the American Stock Exchange and trading as an individual market maker in equity options, Mr. Peterffy was among the first to apply a computerized mathematical model to continuously value equity option prices. By 1986, Mr. Peterffy developed and employed a fully integrated, automated market making system for stocks, options and futures. As this pioneering system extended around the globe, online brokerage functions were added and, in 1993, Interactive Brokers was formed. Since transferring the duties of Chief Executive Officer to Milan Galik in September 2019, Mr. Peterffy remains active in matters of business strategy, risk management, sales and marketing, and as Chairman of the Compensation Committee and as a member of the IBG LLC Steering Committee (see page 10 for a description of the IBG LLC Steering Committee’s function). As a result of his professional experiences, Mr. Peterffy possesses particular knowledge and experience in a variety of areas, including his extensive knowledge of the Company’s business, his experience in the electronic brokerage and trading industry and his leadership and strategic planning experience that continues to strengthen the Board’s collective knowledge, capabilities and experience.
Nominees for Election to our Board
| Earl H. Nemser | Director since November 2006 |
Nominees for Election to our Board
Mr. Nemser, age 77, has been our Vice Chairman since November 2006. Mr. Nemser has been the Vice Chairman of IBG LLC and its predecessors since 1988 and serves as a director and/or officer for various subsidiaries of IBG LLC. Mr. Nemser serves as an Independent Advisor to the law firm Dechert LLP. Mr. Nemser served as Special Counsel to Dechert LLP from January 2005 to October 2018. Prior to such time, Mr. Nemser served as Partner at the law firms of Swidler Berlin Shereff Friedman, LLP from 1995 to December 2004 and Cadwalader, Wickersham & Taft LLP prior to 1995. Mr. Nemser received a Bachelor of Arts degree in economics from New York University in 1967 and a Juris Doctor, magna cum laude, from Boston University School of Law in 1970.As a result of these professional and other experiences, Mr. Nemser possesses particular knowledge and experience in a variety of areas, including his extensive knowledge of the Company’s business and his legal experience that strengthens the Board’s collective knowledge, capabilities and experience.
Nominees for Election to our Board
| Milan Galik | Director since November 2006 |
Nominees for Election to our Board
Mr. Galik, age 57, joined us in 1990 as a software developer and has served as the Chief Executive Officer of the Company since October 2019 and as leader of the IBG LLC Steering Committee (see page 10 for a description of the IBG LLC Steering Committee’s function). Mr. Galik has also served as President of the Company and IBG LLC since October 2014. Mr. Galik served as Senior Vice President, Software Development of IBG LLC from October 2003 to October 2014. In addition, Mr. Galik has served as Vice President of IBKR Securities Services LLC since April 1998 and served as a member of the board of directors of the Boston Options Exchange from October 2013 to May 2023. Mr. Galik received a Master of Science degree in electrical engineering from the Technical University of Budapest in 1990. As a result of these professional and other experiences, Mr. Galik possesses particular knowledge and experience in a variety of areas, including his extensive knowledge of the Company’s business, his experience as a software developer in the electronic brokerage and trading industry and his leadership experience that strengthens the Board’s collective knowledge, capabilities and experience.
Nominees for Election to our Board
| Paul J. Brody | Director since November 2006 |
Nominees for Election to our Board
Mr. Brody, age 63, has been our Chief Financial Officer, Treasurer and Secretary since November 2006. Mr. Brody joined the Company in 1987 and has served as Chief Financial Officer of IBG LLC since December 2003. Mr. Brody serves as a director and/or officer for various of our subsidiaries. From 2005 to 2012, Mr. Brody served as a director, and for a portion of the time as member Vice Chairman, of The Options Clearing Corporation, of which Interactive Brokers LLC and IBKR Securities Services LLC are members. Mr. Brody also served as a director of Quadriserv Inc., an electronic securities lending platform provider, from 2009 to 2015. Mr. Brody received a Bachelor of Arts degree in economics from Cornell University in 1982. As a result of these professional and other experiences, Mr. Brody possesses particular knowledge and experience in a variety of areas, including his extensive knowledge of the Company’s business, his experience as a financial officer in the electronic brokerage and trading industry and his leadership experience that strengthens the Board’s collective knowledge, capabilities and experience.
Nominees for Election to our Board
| Lawrence E. Harris | Independent Director since July 2007 |
Nominees for Election to our Board
Dr. Harris, age 67, Chairman of the Audit Committee, is a professor of Finance and Business Economics at the University of Southern California, where he holds the Fred V. Keenan Chair in Finance at the Marshall School of Business. Dr. Harris also serves as trustee of the Clipper Fund, director of the Selected Funds, and as the research coordinator of the Institute for Quantitative Research in Finance. Dr. Harris formerly served as Chief Economist of the U.S. Securities and Exchange Commission. Dr. Harris earned his Ph.D. in Economics from the University of Chicago and is a CFA charterholder. Dr. Harris is an expert in the economics of securities market microstructure and the uses of transactions data in financial research. Dr. Harris has written extensively about trading rules, transaction costs, index markets, and market regulation. Dr. Harris is also the author of the widely respected textbook Trading and Exchanges: Market Microstructure for Practitioners. As a result of these professional and other experiences, Dr. Harris has been determined to be an ‘Audit Committee Financial Expert’ under the SEC’s rules and regulations, possesses particular knowledge and experience in a variety of areas, including accounting, economics and finance and securities markets dynamics and provides diversity of background and viewpoint by virtue of his academic record that strengthens the Board’s collective knowledge, capabilities and experience.
Nominees for Election to our Board
| William Peterffy | Director since April 2020 |
Nominees for Election to our Board
Mr. William Peterffy, age 34, is the Chair of the Investment Committee of the Peterffy Foundation where he oversees its investment portfolio. Mr. William Peterffy joined the Company in 2019 to lead its Environmental, Social and Governance (“ESG”) efforts and is Chairman of the ESG Committee. He joined the Company’s Board as an observer in 2019. Mr. William Peterffy is also a member of the Board of Trustees of the Collective Heritage Institute (commonly known as Bioneers) and focuses his efforts on sustainability issues. Mr. William Peterffy worked as an investment analyst within the hedge fund industry. As a result of these professional and other experiences, Mr. William Peterffy possesses particular knowledge and experience in ESG issues and provides diversity of viewpoint to the Board by virtue of his experience that strengthens the Board’s collective knowledge, capabilities and experience. Mr. William Peterffy is the son of our Chairman, Mr. Thomas Peterffy.
Nominees for Election to our Board
| Nicole Yuen | Independent Director since July 2020 |
Nominees for Election to our Board
Ms. Yuen, age 61, is a seasoned investment banker with more than 20 years of experience. Ms. Yuen most recently served as Managing Director, Head of Equities – North Asia and Vice Chairman – Greater China for Credit Suisse. During Ms. Yuen’s 6-year tenure, she led the build-out of Credit Suisse’s brokerage business in mainland China and oversaw the bank’s equities business in North Asia. Ms. Yuen is a non-executive director of Asia Dragon Trust PLC. As a result of these professional and other experiences, Ms. Yuen possesses particular knowledge of the industry and experience in a variety of areas that strengthens the Board’s collective knowledge, capabilities and experience.
Nominees for Election to our Board
| Jill Bright | Independent Director since April 2022 |
Nominees for Election to our Board
Ms. Bright, age 61, has over three decades of experience in human resources management and administration. Ms. Bright is an operating executive at Crestview Partners focused on human capital management and also serves as Chief Transformation Officer for one of their portfolio companies. Ms. Bright has served as Chief Administrative Officer for LionTree LLC as well as for Condé Nast, led Human Resources & Administration for Sotheby’s and spent over five years in Human Resources at American Express. Ms. Bright is currently a Board Director and Chair of the Compensation Committee for WOW Internet & Cable and also serves on the board of Service Express, a private Michigan-based data services management company. Ms. Bright completed her MBA at New York University's Stern School of Business. Ms. Bright’s expertise in human capital management and organizational effectiveness will bring a new area of expertise to our Board.
Nominees for Election to our Board
| Richard Repetto | Independent Director since January 2024 |
Nominees for Election to our Board
Mr. Repetto, age 65, is a renowned research analyst with over 25 years of experience covering electronic trading and financial technology companies. Mr. Repetto retired in June 2023 as Managing Director and Senior Research Analyst at Piper Sandler. Throughout his successful career, Mr. Repetto received many accolades, including the Financial Times/StarMine “Global Analyst of the Year” from the Financial Times in 2012. Mr. Repetto possesses particular knowledge of the electronic trading and financial technology industry and experience in a variety of areas that strengthens the Board’s collective knowledge, capabilities and experience. With the exception described above, there are no other family relationships between any of our directors or executive officers and any other of our directors or executive officers.