DEF 14A of Nasdaq, Inc., Apr 26, 2024

DEF 14A of Nasdaq, Inc.

Filed Apr 26, 2024 · FY20230001193125-24-118183

Open on EDGAR

  1. Acronyms and Certain Defined Terms

    Acronyms and Certain Defined Terms

  2. Acronyms and Certain Defined Terms

    | ARR | Annualized Recurring Revenue | | CEO | Chief Executive Officer | | CFO | Chief Financial Officer | | CIO | Chief Information Officer | | COBRA | Consolidated Omnibus Budget Reconciliation Act | | CTO | Chief Technology Officer | | DEI | Diversity, Equity, and Inclusion | | ECIP | Executive Corporate Incentive Plan | | EPS | Earnings Per Share | | Equity Plan | Nasdaq’s Equity Incentive Plan | | ERM | Enterprise Risk Management | | ESG | Environmental, Social, and Governance | | ESPP | Employee Stock Purchase Plan | | EVP | Executive Vice President | | Exchange Act | Securities Exchange Act of 1934, as amended | | FASB ASC Topic 718 | Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation” | | Form 10-K | Nasdaq’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, as filed with the SEC on February 21, 2024 | | GAAP | U.S. Generally Accepted Accounting Principles | | GHG | Greenhouse Gas | | IPO | Initial Public Offering | | M&A | Mergers and Acquisitions | | MIP | Verafin Holdings Inc. Amended and Restated Management Incentive Plan | | NEO | Named Executive Officer | | P&L | Profit & Loss | | PCAOB | Public Company Accounting Oversight Board | | People@Nasdaq | Nasdaq’s Human Resources Team | | PSU | Performance Share Unit | | RSU | Restricted Stock Unit | | SaaS | Software as a Service | | S&P | Standard & Poor’s | | SEC | U.S. Securities and Exchange Commission | | SVP | Senior Vice President | | TCFD | Taskforce on Climate-related Financial Disclosures | | TSR | Total Shareholder Return | | VP | Vice President |

  3. Acronyms and Certain Defined Terms

    | About Nasdaq | 1 | | Meeting Notice | 3 | | Voting Summary | 6 | | Shareholder Engagement | 7 | | Investor Day | 8 | | Annual Meeting of Shareholders | 8 | | Perception Study | 9 | | Year-round Engagement | 9 | | Meaningful Actions | 10 | | Our Board | 12 | | Proposal 1: Election of Directors | 13 | | Board Composition | 15 | | Director Identification and Evaluation | 16 | | Skills and Expertise Matrix | 17 | | Director Orientation and Continuing Education | 18 | | Board Assessment Process | 18 | | Board Refreshment and Nominations | 20 | | Director Nominees | 22 | | Board Committees | 34 | | Director Compensation | 39 | | Governance | 42 | | Governance Highlights | 43 | | Corporate Governance Framework | 44 | | Board Leadership Structure | 45 | | Board Independence | 47 | | Committee Independence and Expertise | 47 | | Board Diversity | 48 | | Service on Other Public Company Boards | 48 | | Strategic Oversight | 48 | | Sustainability Oversight | 49 | | Cybersecurity and Information Security Oversight | 49 | | Risk Oversight | 50 | | Human Capital Management Oversight and Executive Succession Planning | 52 | | Board Meetings and Attendance | 52 | | Shareholder Rights | 52 | | Public Policy Advocacy | 53 | | Communicating with the Board | 53 | | Corporate Sustainability | 54 | | Environmental Initiatives | 55 | | Human Capital Management | 58 | | Community Impact | 60 |

  4. Acronyms and Certain Defined Terms

    | Operating with Integrity | 61 | | Transparency in ESG Governance | 63 | | Recognition | 63 | | Executive Compensation | 64 | | Proposal 2: Advisory Vote to Approve Executive Compensation | 65 | | Compensation Discussion and Analysis | 66 | | Management Compensation Committee Report | 96 | | Management Compensation Committee Interlocks and Insider Participation | 96 | | Executive Compensation Tables | 97 | | Employment Agreements and Potential Payments Upon Termination or Change in Control | 102 | | Pay Versus Performance | 110 | | CEO Pay Ratio | 114 | | Audit & Risk | 115 | | Audit & Risk Committee Report | 116 | | Annual Evaluation and 2024 Selection of Independent Auditor | 117 | | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 119 | | Other Items | 120 | | Proposal 4: Shareholder Proposal – Special Shareholder Meeting Improvement | 121 | | Other Business | 125 | | Security Ownership of Certain Beneficial Owners and Management | 125 | | Delinquent Section 16(a) Reports | 127 | | Nasdaq’s Employee Networks | 128 | | Executive Officers | 129 | | Certain Relationships and Related Transactions | 132 | | Annual Meeting FAQs | 134 | | Annex A | 140 | | Non-GAAP Financial Measures | 141 |

  5. Acronyms and Certain Defined Terms

    About Nasdaq Strategic Framework Core Purpose We advance economic progress for all Long-Term Vision We will be the trusted fabric of the world’s financial system Value Proposition We deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy A Trusted and Scaled Partner to the World’s Financial System Organized into three divisions, our businesses are focused on delivering resilient and scalable growth for our clients across our key pillars of Liquidity, Transparency, and Integrity. This divisional structure is unified with a One Nasdaq go-to-market approach to define our operations, manage our business, and create a consistent experience for our clients. Capital Access Platforms • Data & Listing Services • Index • Workflow & Insights Financial Technology • Financial Crime Management Technology • Regulatory Technology • Capital Markets Technology Market Services • Trading Services 3-year TSR1 1 In this Proxy Statement, TSR for a particular period is calculated by adding cumulative dividends to the ending stock price and dividing this by the beginning stock price. GAAP EPS Non-GAAP EPS 2023 Results net revenues, an increase of 9%, in ARR as of December 31, 2023, an increase of 29%, or 5% organically excluding impacts from or 6% organically excluding impacts from Adenza and Adenza and foreign exchange rates, foreign exchange rates, as compared to 2022 as compared to 2022 U.S. IPO win rate for operating in cash flow from operations companies for The Nasdaq Stock Market in 2023 Creating Shareholder Value Completed transformative Increase in quarterly dividend Returned to shareholders in acquisition of Adenza in 2023 dividends and share repurchases Meeting Notice Virtual Meeting Logistics

  6. Acronyms and Certain Defined Terms

    | | | | | Date | Time | Where | | Tuesday, June 11, 2024 | 8:00 a.m., Eastern Time | virtualshareholdermeeting.com/NDAQ2024 |

  7. Acronyms and Certain Defined Terms

    Items of Business

  8. Acronyms and Certain Defined Terms

    | 1. | To elect 12 directors for a one-year term |

  9. Acronyms and Certain Defined Terms

    | 2. | To approve the Company’s executive compensation on an advisory basis |

  10. Acronyms and Certain Defined Terms

    | 3. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2024 |

  11. Acronyms and Certain Defined Terms

    | 4. | To consider a shareholder proposal described in the accompanying Proxy Statement, if properly presented at the meeting |

  12. Acronyms and Certain Defined Terms

    | 5. | To consider any other business that may properly come before the Annual Meeting, or any adjournment or postponement of the meeting |

  13. Acronyms and Certain Defined Terms

    Important Meeting Information Record Date Shareholders of record as of April 15, 2024 will be eligible to vote at and participate in the Annual Meeting using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voter instruction form, or proxy card. A Notice of Internet Availability of Proxy Materials will be mailed on or about April 26, 2024. Asking Questions Prior to the Annual Meeting, shareholder questions can be submitted at proxyvote.com. During the meeting, questions may be submitted in the question box provided at virtualshareholdermeeting.com/NDAQ2024. Replays A replay of the Annual Meeting will be posted as soon as practical at ir.nasdaq.com along with answers to shareholder questions pertinent to meeting matters that are received before and during the Annual Meeting that cannot be answered due to time constraints. The replay will be available for one year following the Annual Meeting. Voting Your vote is important to us. Please promptly vote your shares as soon as possible by internet, telephone, or returning your proxy card. We have also created an Annual Meeting website to make it easy for you to access our Annual Meeting materials at nasdaq.com/annual-meeting. There you will find an overview of voting items, this Proxy Statement, and other important information, as well as a link to vote your shares. To express our appreciation for your participation, Nasdaq will make a $1 charitable donation to the Resolution Project on behalf of every unique holder that votes. How to Vote Use any of the following methods and your 16-digit control number:

  14. Acronyms and Certain Defined Terms

    | | Online | | | Visit proxyvote.com | | | Visit 24/7 | | | By Phone | | | Call +1 800 690 6903 in the U.S. or | | | Canada to vote your shares | | | By Mail | | | Cast your ballot, sign your proxy card, and return by postage-paid envelope | | | Attend the Annual Meeting | | | Vote during the meeting by following the instructions on the website |

  15. Acronyms and Certain Defined Terms

    By Order of the Board of Directors,

  16. Our 2024 Director Nominees(1)

    Our 2024 Director Nominees(1)

  17. Our 2024 Director Nominees(1)

    | | Melissa M. Arnoldi, 51 Director Since: 2017 | Non-Industry; Public EVP and Chief Customer Officer, AT&T Consumer Other Public Company Boards: 0 Committee Memberships: Finance | Management Compensation | | Charlene T. Begley, 57 Director Since: 2014 | Non-Industry; Public Retired SVP and CIO, General Electric Company Other Public Company Boards: 2 Committee Memberships: Audit & Risk | Nominating & ESG (Chair) | | | Adena T. Friedman, 54 Director Since: 2017 | Staff Chair and CEO, Nasdaq Other Public Company Boards: 0 Committee Memberships: Finance | | Essa Kazim, 65 Director Since: 2008 | Non-Industry Governor, Dubai International Financial Centre Other Public Company Boards: 1 Committee Memberships: Finance | | | Thomas A. Kloet, 65 Director Since: 2015 | Non-Industry; Public Retired CEO and Executive Director, TMX Group Limited Other Public Company Boards: 0 Committee Memberships: Audit & Risk (Chair) | | Kathryn A. Koch, 43 Director Since: N/A | Non-Industry; Public President and CEO, The TCW Group, Inc. Other Public Company Boards: 0 Committee Memberships: N/A | | | Holden Spaht, 49 Director Since: 2023 | Non-Industry Managing Partner, Thoma Bravo Other Public Company Boards: 1 Committee Memberships: Finance | | Michael R. Splinter, 73 Lead Independent Director Director Since: 2008 | Non-Industry; Public Retired Chairman and CEO, Applied Materials, Inc. Other Public Company Boards: 3 Committee Memberships: Management Compensation | Nominating & ESG | | | Johan Torgeby, 49 Director Since: 2022 | Non-Industry President and CEO, Skandinaviska Enskilda Banken (SEB) Other Public Company Boards: 1 Committee Memberships: Finance (Chair) | | Toni Townes-Whitley, 60 Director Since: 2021 | Non-Industry; Issuer CEO, Science Applications International Corp. (SAIC) Other Public Company Boards: 1 Committee Memberships: Audit & Risk | Management Compensation | | | Jeffery W. Yabuki, 64 Director Since: 2023 | Non-Industry; Public Chairman and CEO, InvestCloud Chairman and Founding Partner, Motive Partners Other Public Company Boards: 2 Committee Memberships: Management Compensation | Nominating & ESG | | Alfred W. Zollar, 69 Director Since: 2019 | Non-Industry; Public Executive Advisor, Siris Capital Group, LLC Other Public Company Boards: 2 Committee Memberships: Audit & Risk | Nominating & ESG |

  18. Our 2024 Director Nominees(1)

    | 1 | To ensure that balanced viewpoints are represented on our Board of Directors, Nasdaq’s By-Laws require that all directors be classified as: Industry Directors; Non-Industry Directors, which may be further classified as either Issuer Directors or Public Directors; or Staff Directors. The requirements for each classification are outlined in the By-Laws. |

  19. Board Refreshment and Nominations

    Board Refreshment and Nominations The selection of qualified directors is key to ensuring that the Board fulfills its mission. We believe our director nominees—individually and collectively—possess the right skills, qualifications, experience, diversity, and tenure needed for the successful oversight of Nasdaq’s strategy and enterprise risks. The Nominating & ESG Committee oversees and plans for director succession and refreshment of the Board to promote and support our long-term vision. In doing so, the Committee takes into consideration the corporate strategy and the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director qualifications. The Nominating & ESG Committee considers possible candidates suggested by Board and Committee members, shareholders, and senior management. In addition to submitting suggested nominees to the Nominating & ESG Committee, a Nasdaq shareholder may nominate a person for election as a director, provided the shareholder follows the procedures specified in Nasdaq’s By-Laws. The Nominating & ESG Committee reviews all candidates in the same manner, regardless of the source of the recommendation. In addition, the Nominating & ESG Committee may engage a third-party search firm from time to time to assist in identifying and evaluating qualified candidates. In the case of Kathryn A. Koch, our Chair & CEO identified her as a potential nominee. She completed a rigorous round of interviews with each member of the Nominating & ESG Committee, along with the majority of our other directors and was unanimously recommended to serve on the Board. Director Nominees by Shareholders We are obligated by stockholders’ agreements with each of Borse Dubai, Investor AB, and Thoma Bravo to nominate and generally use best efforts to cause the election to the Nasdaq Board of one individual designated by each such shareholder, as long as such shareholder continues to hold at least 10% of Nasdaq’s outstanding shares. For Borse Dubai, the number of outstanding shares used for purposes of this calculation is as of March 19, 2024, the date of the most recent amendment to the stockholders’ agreement with Borse Dubai, while for Thoma Bravo, the number is as of November 1, 2023, the closing date of the Adenza acquisition. His Excellency Kazim is the individual designated by Borse Dubai as its nominee, while Mr. Torgeby is the individual designated by Investor AB as its nominee, and Mr. Spaht is the individual designated by Thoma Bravo as its nominee. Director Recruitment Process

  20. Board Refreshment and Nominations

    | | Board composition is regularly analyzed to ensure alignment with strategy. | | | Nominating & ESG Committee develops a list of desired skills, expertise, and attributes for the next director nominee, considering the Company’s strategic evolution, the results of the annual Board assessment, anticipated director turnover, and other factors. | | | Nominating & ESG Committee reviews candidate recommendations from directors, management, and other stakeholders and determines whether to approach potential candidates. | | | Nominating & ESG Committee interviews potential candidates, evaluates their fit for the Board, reviews conflicts and independence, and makes recommendations to the Board. | | | Board of Directors has the opportunity to interview recommended candidates and approves nominees. | | | Shareholders vote on nominees at Nasdaq’s Annual Meeting. | | | Implementation: Six new directors have been nominated to serve on our Board over the last five years—each bringing a fresh perspective, varied background, and unique skill set. |

  21. Board Refreshment and Nominations

    | Melissa M. Arnoldi EVP and Chief Customer Officer, AT&T Consumer Age: 51 Director Since: 2017 Independent United States Committee Membership • Finance • Management Compensation |

  22. Board Refreshment and Nominations

    Director Nominees Career Highlights Since August 2021, Melissa M. Arnoldi has been the Chief Customer Officer for AT&T Consumer, leading field technician and contact center teams that support 180 million annual customer interactions. She is also responsible for Billing Operations, Fraud, and Compliance as part of her role. From September 2018 to July 2021, she served as the CEO of Vrio Corp., a multibillion-dollar AT&T digital entertainment services company in Latin America with more than 9,000 employees across 11 countries during her tenure. Prior to that, Ms. Arnoldi served in various capacities at AT&T Inc. since 2008. This included President of Technology & Operations where she was responsible for the company’s global technology, software development, supply chain, network and cybersecurity operations and chief data office, as well as AT&T’s Intellectual Property group, Labs and Foundries. Before joining AT&T, Ms. Arnoldi was a senior executive at Accenture from 1996 to 2008. Impact on Board

  23. Board Refreshment and Nominations

    | • | Innovative technology leader with experience in cybersecurity, software development, and network operations |

  24. Board Refreshment and Nominations

    | • | Broad expertise in providing a superior customer experience |

  25. Board Refreshment and Nominations

    | • | Strategic thinker with global business and operational capabilities |

  26. Board Refreshment and Nominations

    Select Professional and Community Contributions

  27. Board Refreshment and Nominations

    | • | Former Director of Sky Mexico |

  28. Board Refreshment and Nominations

    | • | Former Director of the Girl Scouts of Northeast Texas |

  29. Board Refreshment and Nominations

    | • | Former Member of the National Action Council for Minorities in Engineering |

  30. Board Refreshment and Nominations

    | Charlene T. Begley Retired SVP and CIO, General Electric Company Age: 57 Director Since: 2014 Independent United States Committee Membership • Audit & Risk • Nominating & ESG (Chair) |

  31. Board Refreshment and Nominations

    Career Highlights Charlene T. Begley served in various capacities for the General Electric Company, a diversified infrastructure and financial services company, from 1988 to 2013. Ms. Begley served in a dual role as SVP and CIO, as well as President and CEO of GE’s Home and Business Solutions, from January 2010 to December 2012. Previously, Ms. Begley served as President and CEO of GE’s Enterprise Solutions from 2007 to 2009. At GE, Ms. Begley served as President and CEO of GE Plastics and GE Transportation. She also led GE’s corporate audit staff and served as CFO for GE Transportation and GE Plastics Europe and India. Impact on Board

  32. Board Refreshment and Nominations

    | • | Extensive leadership experience of highly complex and global industrial, consumer, and technology businesses |

  33. Board Refreshment and Nominations

    | • | Significant risk management experience as a member of the executive-level Risk Management Committee at GE |

  34. Board Refreshment and Nominations

    | • | Broad financial and audit expertise from prior roles at GE and service on the audit committees of several public companies |

  35. Board Refreshment and Nominations

    Current Public Company Boards

  36. Board Refreshment and Nominations

    | • | Hilton Worldwide Holdings Inc.: Audit Committee (Chair), Nominating & ESG Committee |

  37. Board Refreshment and Nominations

    | • | SentinelOne, Inc.: Audit Committee (Chair) |

  38. Board Refreshment and Nominations

    | • | Red Hat, Inc. |

  39. Board Refreshment and Nominations

    | Adena T. Friedman Chair and CEO, Nasdaq Age: 54 Director Since: 2017 United States Committee Membership • Finance |

  40. Board Refreshment and Nominations

    Career Highlights Adena T. Friedman has served as CEO since January 1, 2017 and became Chair of the Board on January 1, 2023. Previously, Ms. Friedman served as President and Chief Operating Officer from December 2015 to December 2016 and President from June 2014 to December 2015. Ms. Friedman served as CFO and Managing Director at The Carlyle Group, a global alternative asset manager, from March 2011 to June 2014. Prior to joining Carlyle, Ms. Friedman was a key member of Nasdaq’s management team for over a decade including as head of data products, head of corporate strategy, and CFO. Impact on Board

  41. Board Refreshment and Nominations

    | • | More than 30 years of industry leadership and expertise, including over five years as Nasdaq’s CEO |

  42. Board Refreshment and Nominations

    | • | Significant contributions that shaped Nasdaq’s strategic transformation to a leading global exchange and technology solutions company with operations on six continents |

  43. Board Refreshment and Nominations

    | • | Deep strategy, financial, M&A, and product development experience |

  44. Board Refreshment and Nominations

    Select Professional and Community Contributions

  45. Board Refreshment and Nominations

    | • | Member of the Vanderbilt University Board of Trust |

  46. Board Refreshment and Nominations

    | • | Director of the Federal Reserve Bank of New York |

  47. Board Refreshment and Nominations

    | • | Director of the Business Roundtable and Chair of the Business Roundtable’s Technology Committee |

  48. Board Refreshment and Nominations

    | • | Director of FCLTGlobal, a non-profit organization that researches tools to encourage long-term investing |

  49. Board Refreshment and Nominations

    | Essa Kazim Governor, Dubai International Financial Centre Age: 65 Director Since: 2008 Independent United Arab Emirates Committee Membership • Finance |

  50. Board Refreshment and Nominations

    Career Highlights His Excellency Essa Kazim is the Governor of Dubai International Financial Centre, having joined the Centre in January 2014. He is the Chairman of Borse Dubai, and he was the Chairman of Dubai Financial Market through November 2021. H.E. Kazim began his career as a Senior Analyst in the Research and Statistics Department of the UAE Central Bank in 1988 and then moved to the Dubai Department of Economic Development as Director of Planning and Development in 1993. He was then appointed as Director General of the Dubai Financial Market from 1999 to 2006. Impact on Board

  51. Board Refreshment and Nominations

    | • | Extensive leadership of a complex regulated business in the financial services industry |

  52. Board Refreshment and Nominations

    | • | Broad knowledge of international markets with experience in finance, accounting, and corporate strategy |

  53. Board Refreshment and Nominations

    | • | Global perspective, as well as a representative of a large shareholder |

  54. Board Refreshment and Nominations

    Select Professional and Community Contributions

  55. Board Refreshment and Nominations

    | • | Deputy Chairman of the Supreme Legislation Committee in Dubai |

  56. Board Refreshment and Nominations

    | • | Member of the Securities and Exchange Higher Committee |

  57. Board Refreshment and Nominations

    | • | Member of the Dubai Supreme Fiscal Committee |

  58. Board Refreshment and Nominations

    | • | Board Member of the Dubai Free Zones Council |

  59. Board Refreshment and Nominations

    | • | Emirates Telecommunications Group Company PJSC (Vice Chairman): Nominations and Remuneration Committee, Risk Committee |

  60. Board Refreshment and Nominations

    | Thomas A. Kloet Retired CEO and Executive Director, TMX Group Limited Age: 65 Director Since: 2015 Independent United States Committee Membership • Audit & Risk (Chair) |

  61. Board Refreshment and Nominations

    Career Highlights Thomas A. Kloet was the first CEO and Executive Director of TMX Group Limited, the holding company of the Toronto Stock Exchange, TSX Venture Exchange, Montreal Exchange, Canadian Depository for Securities, Canadian Derivatives Clearing Corporation, and BOX Options Exchange, from 2008 to 2014. Previously, he served as CEO of the Singapore Exchange and as a senior executive at Fimat USA (a unit of Société Générale), ABN AMRO, and Credit Agricole Futures, Inc. He also served on the Boards of CME and various other exchanges worldwide. Mr. Kloet is a CPA and a member of the AICPA. Impact on Board

  62. Board Refreshment and Nominations

    | • | Leadership of complex regulated businesses in the financial services industry |

  63. Board Refreshment and Nominations

    | • | Broad knowledge of international markets with experience in finance, accounting, and corporate strategy |

  64. Board Refreshment and Nominations

    | • | Significant experience in risk management, as well as clearinghouse, central depository, and broker-dealer operations at executive and board levels in North America and Asia |

  65. Board Refreshment and Nominations

    Select Professional and Community Contributions

  66. Board Refreshment and Nominations

    | • | Chair of the Boards of Nasdaq’s U.S. exchange subsidiaries |

  67. Board Refreshment and Nominations

    | • | Chair of the Board of Northern Funds, which offers 43 portfolios, and Northern Institutional Funds, which offers 7 portfolios |

  68. Board Refreshment and Nominations

    | • | Member of the FIA Hall of Fame |

  69. Board Refreshment and Nominations

    | Kathryn A. Koch President and CEO, The TCW Group, Inc. Age: 43 Director Since: N/A Independent United States Committee Membership • N/A |

  70. Board Refreshment and Nominations

    Career Highlights Kathryn A. Koch has served as President and Chief Executive Officer of The TCW Group, Inc., a leading global asset management firm, since February 2023. In her role, she is responsible for the strategic direction and overall day-to-day management of TCW. Ms. Koch also serves as a member of TCW’s Board of Directors. Prior to joining TCW, Ms. Koch spent 20 years with Goldman Sachs in the Asset Management Division, where she was a Partner and a member of the Asset Management Division’s Executive Committee. From January 2022 through February 2023, Ms. Koch served as Chief Investment Officer of the $300 billion Public Equity business, and from 2017 through January 2022, she was Co-head of the Fundamental Equity business. Previously, she was based in London for 10 years where she held several leadership roles including Head of the Multi-Asset Solutions business internationally. Impact on Board

  71. Board Refreshment and Nominations

    | • | Leadership experience of a global asset management firm and extensive background with investment management, strategy, managing a P&L, client relationships, and human capital management |

  72. Board Refreshment and Nominations

    | • | Deep public shareholder context and perspective given her prior role leading a $300 billion Public Equity business |

  73. Board Refreshment and Nominations

    | • | ESG expertise through her prior oversight of the Stewardship and Engagement efforts for Goldman Sachs Asset Management across $2 trillion; also, as CEO of TCW, she has ultimate accountability for sustainability efforts |

  74. Board Refreshment and Nominations

    | • | Champion for the business case for diverse representation in the asset management industry and at portfolio companies |

  75. Board Refreshment and Nominations

    Select Professional and Community Contributions

  76. Board Refreshment and Nominations

    | • | Member of the University of Notre Dame’s Board of Trustees |

  77. Board Refreshment and Nominations

    | • | Director of The Toigo Foundation |

  78. Board Refreshment and Nominations

    | • | Member of the Spence School’s Board of Trustees |

  79. Board Refreshment and Nominations

    | • | Member of the Advisory Board for TIFF Investment Management |

  80. Board Refreshment and Nominations

    | Holden Spaht Managing Partner, Thoma Bravo Age: 49 Director Since: 2023 Independent United States Committee Membership • Finance |

  81. Board Refreshment and Nominations

    Career Highlights Holden Spaht has served as a Managing Partner at Thoma Bravo, a leading private equity firm in software and technology investments since November 2013. Mr. Spaht is responsible for finding and executing new deals, monitoring and growing the portfolio as an active board member, and helping to manage the firm. He joined Thoma Bravo in 2005. Previously, he was with Morgan Stanley Capital Partners in London, Thomas H. Lee Partners in Boston, and Morgan Stanley in New York. Additionally, Mr. Spaht serves on the boards of directors of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. Impact on Board

  82. Board Refreshment and Nominations

    | • | Vast business and director experience at technology and software companies |

  83. Board Refreshment and Nominations

    | • | Specific knowledge about Nasdaq’s newly-acquired Adenza business as a former director of that company |

  84. Board Refreshment and Nominations

    | • | Perspective of a large shareholder in Nasdaq, as well as a private equity investor in the fintech industry |

  85. Board Refreshment and Nominations

    Select Professional and Community Contributions

  86. Board Refreshment and Nominations

    | • | President and Chair of the Spaht Family Foundation |

  87. Board Refreshment and Nominations

    | • | Former Board Chair of the Schools of the Sacred Heart – San Francisco |

  88. Board Refreshment and Nominations

    | • | Instructure Holdings, Inc.: Compensation and Nominating Committee |

  89. Board Refreshment and Nominations

    | Michael R. Splinter Lead Independent Director, Nasdaq Retired Chairman and CEO, Applied Materials, Inc. Age: 73 Director Since: 2008 Independent United States Committee Membership • Management Compensation • Nominating & ESG |

  90. Board Refreshment and Nominations

    Career Highlights Michael R. Splinter was elected Lead Independent Director effective January 1, 2023. Mr. Splinter served as Chairman of Nasdaq’s Board from May 2017 to December 2022. He is a business and technology consultant and the co-founder of WISC Partners, a regional technology venture fund. He served as Executive Chairman of the Board of Directors of Applied Materials, a leading supplier of semiconductor equipment, from 2009 until he retired in June 2015. At Applied Materials, he was also President and CEO. An engineer and technologist, Mr. Splinter is a 40-year veteran of the semiconductor industry. Prior to joining Applied Materials, Mr. Splinter was an executive at Intel Corporation. Impact on Board

  91. Board Refreshment and Nominations

    | • | Leadership of a complex global technology business |

  92. Board Refreshment and Nominations

    | • | Extensive background in international public company governance at a Nasdaq-listed company |

  93. Board Refreshment and Nominations

    | • | Management development, compensation, and succession planning experience |

  94. Board Refreshment and Nominations

    Select Professional and Community Contributions

  95. Board Refreshment and Nominations

    | • | Chair of the Industrial Advisory Committee to the U.S. Secretary of Commerce for the CHIPS Act |

  96. Board Refreshment and Nominations

    | • | Member of the National Academy of Engineers |

  97. Board Refreshment and Nominations

    | • | Splinter Scholarships for Diversity in Engineering at University of Wisconsin |

  98. Board Refreshment and Nominations

    Current Public Company Boards

  99. Board Refreshment and Nominations

    | • | Gogoro Inc.: Compensation Committee (Chair) |

  100. Board Refreshment and Nominations

    | • | Taiwan Semiconductor Manufacturing Company Limited: Audit and Risk Committee, Compensation and People Development Committee, Nominating, Corporate Governance and Sustainability Committee (Chair) |

  101. Board Refreshment and Nominations

    | • | Tigo Energy, Inc.: Compensation Committee (Chair) |

  102. Board Refreshment and Nominations

    | • | Meyer Burger Technology Ltd. |

  103. Board Refreshment and Nominations

    | Johan Torgeby President and CEO, Skandinaviska Enskilda Banken (SEB) Age: 49 Director Since: 2022 Independent Sweden Committee Membership • Finance (Chair) |

  104. Board Refreshment and Nominations

    Career Highlights Since 2017, Johan Torgeby has served as the President and CEO of Skandinaviska Enskilda Banken (SEB), a Nordic financial services group. He leads a team of approximately 17,500 employees who serve more than 3,000 large corporate and institutional customers, 400,000 small and medium-sized enterprises, and four million private individuals. Prior to his present position, Mr. Torgeby was Co-Head of Large Corporates & Financial Institutions and a member of the Group Executive Committee at SEB since 2014. He has held numerous positions within the Large Corporates & Financial Institutions division at SEB. He joined SEB in 2009 from Morgan Stanley & Co. Impact on Board

  105. Board Refreshment and Nominations

    | • | Leadership of a prominent Nordic financial services group, with experience in fintech, anti-financial crime, and risk management |

  106. Board Refreshment and Nominations

    | • | Extensive background in capital markets at a Nasdaq-listed company |

  107. Board Refreshment and Nominations

    | • | European perspective, as well as a representative of a large shareholder |

  108. Board Refreshment and Nominations

    Select Professional and Community Contributions

  109. Board Refreshment and Nominations

    | • | Director of the Swedish Bankers Association |

  110. Board Refreshment and Nominations

    | • | Director of the Institute of International Finance |

  111. Board Refreshment and Nominations

    | • | Director of Mentor Sweden |

  112. Board Refreshment and Nominations

    | • | Director of IIEB (Institut International d’Études Bancaires) |

  113. Board Refreshment and Nominations

    | • | Skandinaviska Enskilda Banken |

  114. Board Refreshment and Nominations

    | Toni Townes-Whitley CEO, Science Applications International Corp. (SAIC) Age: 60 Director Since: 2021 Independent United States Committee Membership • Audit & Risk • Management Compensation |

  115. Board Refreshment and Nominations

    Career Highlights Toni Townes-Whitley has served as CEO of SAIC since October 2023. SAIC is a $7.5 billion government technology firm that serves the U.S. national defense and civilian government agencies. Ms. Townes-Whitley previously was President of U.S. Regulated Industries at Microsoft from July 2018 to September 2021, where she led the company’s U.S. sales strategy for driving digital transformation across customers and partners within the public sector and commercial regulated industries. Prior to this, Ms. Townes-Whitley was Corporate VP for Global Industry at Microsoft, a role she held since 2015. Before starting with Microsoft, Ms. Townes-Whitley worked for CGI Corporation, an information technology and business consulting services firm, from 2010 to 2015. During her tenure at CGI, Ms. Townes-Whitley held the positions of President and Chief Operating Officer from 2012 to 2015 and SVP, Civilian Agency Programs from 2010 to 2012. From 2002 to 2010, Ms. Townes-Whitley held various senior leadership positions at Unisys Corporation, a global information technology company that provides a portfolio of information technology services, software, and technology. Impact on Board

  116. Board Refreshment and Nominations

    | • | Extensive background in the technology industry and with driving digital transformations |

  117. Board Refreshment and Nominations

    | • | Leads a company of approximately 24,000 employees, resulting in significant knowledge of human capital management topics |

  118. Board Refreshment and Nominations

    | • | ESG expertise, including by representing Microsoft on the World Business Council for Sustainable Development, participating in the establishment of Microsoft’s framework and plan for social equity, and leading Microsoft’s Artificial Intelligence Ethics Program |

  119. Board Refreshment and Nominations

    Select Professional and Community Contributions

  120. Board Refreshment and Nominations

    | • | Director of the Thurgood Marshall College Fund |

  121. Board Refreshment and Nominations

    | • | Director, Catalyst Organization |

  122. Board Refreshment and Nominations

    | • | Advisory Board Member for the Princeton University Faith & Work Initiative |

  123. Board Refreshment and Nominations

    | • | Former Trustee of Johns Hopkins Medicine |

  124. Board Refreshment and Nominations

    Current Public Company Boards

  125. Board Refreshment and Nominations

    | • | SAIC |

  126. Board Refreshment and Nominations

    Other Public Company Boards in the Past Five Years

  127. Board Refreshment and Nominations

    | • | Empowerment & Inclusion Capital I Corp. |

  128. Board Refreshment and Nominations

    | • | Marathon Petroleum Corporation |

  129. Board Refreshment and Nominations

    | • | The PNC Financial Services Group, Inc. |

  130. Board Refreshment and Nominations

    | Jeffery W. Yabuki Chairman and CEO, InvestCloud Chairman and Founding Partner, Motive Partners Age: 64 Director Since: 2023 Independent United States Committee Membership • Management Compensation • Nominating & ESG |

  131. Board Refreshment and Nominations

    Career Highlights Jeffery W. Yabuki has served since January 2024 as Chairman and CEO of InvestCloud, a global provider of wealth and asset management solutions, as well as since September 2021 as Chairman and Founding Partner of Motive Partners, a next-generation investment firm focused on technology-enabled companies that power the financial services industry. He previously served as the CEO of Fiserv, Inc., a global leader in financial services and payments technology, from December 2005 to December 2020. From 2005 to June 2019, Mr. Yabuki served as a member of the Board of Directors of Fiserv and from July 2019 to June 2020 as the Executive Chairman of the Board of Directors. Before joining Fiserv, Mr. Yabuki served as EVP and Chief Operating Officer for H&R Block, Inc., a financial services firm, from 2002 to 2005. From 2001 to 2002, he served as EVP of H&R Block and from 1999 to 2001, he served as the President of H&R Block International. From 1987 to 1999, Mr. Yabuki held various executive positions with American Express Company, a financial services firm, including President and CEO of American Express Tax and Business Services, Inc. Impact on Board

  132. Board Refreshment and Nominations

    | • | Significant leadership experience of a highly complex global financial services company |

  133. Board Refreshment and Nominations

    | • | Broad knowledge of fintech, payments, anti-financial crime, and corporate strategy |

  134. Board Refreshment and Nominations

    | • | Extensive service on the boards of several large public companies |

  135. Board Refreshment and Nominations

    Select Professional and Community Contributions

  136. Board Refreshment and Nominations

    | • | Founder of The Yabuki Family Foundation |

  137. Board Refreshment and Nominations

    | • | Chair of the Milwaukee Art Museum Board of Trustees |

  138. Board Refreshment and Nominations

    | • | Trustee at the Los Angeles County Museum of Art |

  139. Board Refreshment and Nominations

    | • | Director of Project Healthy Minds |

  140. Board Refreshment and Nominations

    | • | Sheldon B. Lubar Executive in Residence at the Lubar College of Business at the University of Wisconsin-Milwaukee |

  141. Board Refreshment and Nominations

    Current Public Company Boards

  142. Board Refreshment and Nominations

    | • | Royal Bank of Canada: Human Resources Committee, Risk Committee |

  143. Board Refreshment and Nominations

    | • | Sportradar Group AG (Board Chair) |

  144. Board Refreshment and Nominations

    Other Public Company Boards in the Past Five Years

  145. Board Refreshment and Nominations

    | • | Fiserv, Inc. |

  146. Board Refreshment and Nominations

    | • | SentinelOne, Inc. |

  147. Board Refreshment and Nominations

    | Alfred W. Zollar Executive Advisor, Siris Capital Group, LLC Age: 69 Director Since: 2019 Independent United States Committee Membership • Audit & Risk • Nominating & ESG |

  148. Board Refreshment and Nominations

    Career Highlights Alfred W. Zollar has been an Executive Advisor with Siris Capital Group, LLC since March 2021. Previously, he was an Executive Partner since February 2014. Mr. Zollar retired from IBM in January 2011 following a 34-year career. Mr. Zollar was formerly general manager of IBM Tivoli Software from July 2004 until January 2011, where he was responsible for the executive leadership, strategy, and P&L of the Tivoli Software. Previously, Mr. Zollar was general manager, IBM iSeries, where he was responsible for the executive leadership, strategy, and P&L of the iSeries (formerly AS/400) server product line. Prior to that, he held senior management positions in each of IBM’s diverse software businesses, including general manager of IBM Lotus Software. Impact on Board

  149. Board Refreshment and Nominations

    | • | Career technologist with skills in product development, customer satisfaction, and strategy |

  150. Board Refreshment and Nominations

    | • | Broad leadership experience, including senior management positions in every IBM software group division |

  151. Board Refreshment and Nominations

    | • | Extensive service on the boards of several large public companies |

  152. Board Refreshment and Nominations

    Select Professional and Community Contributions

  153. Board Refreshment and Nominations

    | • | Director of EL Education |

  154. Board Refreshment and Nominations

    | • | Director of the Eagle Academy Foundation |

  155. Board Refreshment and Nominations

    | • | Trustee of the UC San Diego Foundation |

  156. Board Refreshment and Nominations

    | • | Lifetime Member of the National Society of Black Engineers |

  157. Board Refreshment and Nominations

    | • | Member of the Executive Leadership Council |

  158. Board Refreshment and Nominations

    Current Public Company Boards

  159. Board Refreshment and Nominations

    | • | International Business Machines Corporation: Directors and Corporate Governance Committee |

  160. Board Refreshment and Nominations

    | • | The Bank of New York Mellon Corporation: Risk Committee, Technology Committee (Chair) |

  161. Board Refreshment and Nominations

    Other Public Company Boards in the Past Five Years

  162. Board Refreshment and Nominations

    | • | Public Service Enterprise Group Incorporated |

  163. Board Refreshment and Nominations

    | • | Red Hat, Inc. |

  164. Board Refreshment and Nominations

    Board Committees Our Board has four standing Committees: Audit & Risk, Finance, Management Compensation, and Nominating & ESG. Each of these Committees, other than the Finance Committee, consists exclusively of independent directors. The Chair of each Committee reports to the Board on the topics discussed and actions taken at each meeting. Each of these Committees operates under a written charter that includes the Committee’s duties and responsibilities. A description of each standing Committee is included on the following pages.

  165. Management Compensation Committee

    | • | Received briefings on regulatory developments, including the SEC rules and regulations regarding pay versus performance disclosure, Rule 10b5-1 plans, and clawback policies. |

  166. Stock Ownership Guidelines

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4)(5) | Total ($) | | Melissa M. Arnoldi | $87,500 | $256,126 | $343,626 | | Charlene T. Begley | $120,000 | $256,126 | $376,126 | | Steven D. Black | — | $379,257 | $379,257 | | Essa Kazim | — | $344,738 | $344,738 | | Thomas A. Kloet(6) | $165,000 | $379,257 | $544,257 | | John David Rainey(7) | — | — | — | | Holden Spaht(8) | $12,295 | $163,615 | $175,910 | | Michael R. Splinter | — | $423,539 | $423,539 | | Johan Torgeby | $92,500 | $256,126 | $348,626 | | Toni Townes-Whitley | $110,000 | $256,126 | $366,126 | | Jeffery W. Yabuki | — | $359,532 | $359,532 | | Alfred W. Zollar | — | $378,510 | $378,510 |

  167. Stock Ownership Guidelines

    | (7) Mr. Rainey resigned from the Board effective as of February 28, 2023, and did not recieve any director compensation during 2023. |

  168. Compensation Discussion and Analysis

    | Executive Summary | | | Business Performance Highlights | 67 | | Compensation Program Highlights | 67 | | Decision-Making Framework | | | Compensation Philosophy Guiding Principles | 69 | | Say on Pay Results | 70 | | How We Determine Compensation | 70 | | Role of Compensation Consultant | 70 | | Competitive Positioning | 70 | | Tally Sheets | 72 | | What We Pay and Why | | | Elements of Executive Compensation | 73 | | Pay for Performance | 74 | | Compensation Mix | 74 | | 2023 Compensation Decisions | | | Base Salary | 74 | | Annual Cash Incentive Compensation | 74 | | Long-Term Incentive Compensation | 76 | | NEO Compensation Summaries | 79 | | Other Aspects of Our Executive Compensation Program | | | General Equity Award Grant Practices | 92 | | Benefits | 92 | | Severance | 92 | | Other | 93 | | Risk Mitigation and Other Pay Practices | | | Risk Assessment of Compensation Program | 93 | | Stock Ownership Guidelines | 93 | | Stock Holding Guidelines | 94 | | Trading Controls and Hedging and Pledging Policies | 94 | | Incentive Recoupment Policies | 94 | | Tax and Accounting Implications of Executive Compensation | 95 |

  169. Executive Summary

    | • | Annual incentives are based on achievement of rigorous performance goals. |

  170. Executive Summary

    | • | We use long-term incentives to promote retention and reward our NEOs. |

  171. Executive Summary

    Our main long-term incentive program for NEOs consists primarily of PSUs based on TSR relative to other companies, including the S&P 500 companies and a group of peer companies. Over the three-year period from January 1, 2021 through December 31, 2023, Nasdaq’s cumulative TSR was 36.5%, which was at the 63rd percentile of S&P 500 companies and the 85th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 167.4% of target shares.

  172. Executive Summary

    | What We DO | | What We DON’T Do | | | | Pay for performance: 100% of annual incentives and 80% of long-term incentive grants are performance-based | | Overweight non-performance-based long- term incentives | | | Maintain an incentive recoupment, or “clawback,” policy, including a broad incentive recoupment policy and a supplemental policy in compliance with SEC and Nasdaq listing rules | | Pay tax gross-ups | | | Provide change in control protection that requires a “double trigger” (i.e., both a change in control of the Company and a qualifying loss of employment) | | Permit re-pricing of underwater stock options without shareholder approval | | | Conduct a comprehensive annual risk assessment of our compensation program | | Accrue or pay dividends on unearned or unvested equity awards | | | Conduct an annual executive talent review and discussion on succession planning | | Allow hedging or pledging of Nasdaq stock | | | Maintain robust stock ownership guidelines | | Provide ongoing defined benefit pension plans | | | Provide only limited perquisites, which provide nominal additional assistance to allow executives to focus on their duties | | Provide uncapped award opportunities |

  173. Decision-Making Framework

    | 1 Pay for Performance A substantial portion of compensation is variable or at-risk and directly linked to Company, business unit, and individual performance. | 2 Retention Our long-term incentive award vesting periods overlap, continually ensuring that a portion of previously granted equity remains unvested. | 3 Competitive Pay Levels Total compensation is sufficiently competitive with industry peers to attract and retain executives with similar levels of experience, skills, education, and responsibilities. | | 4 Internal Equity Compensation takes into account the different levels of responsibilities, scope, risk, performance, and future potential of our executives. | 5 Collateral Implications Our total compensation mix encourages executives to take appropriate, but not excessive, risks to improve our performance and build long-term shareholder value. | 6 Shareholder Alignment The financial interests of executives are aligned with the long-term interests of our shareholders through stock- based compensation and performance metrics that correlate with long-term shareholder value. |

  174. Decision-Making Framework

    Say on Pay Results Each year, we carefully consider the results of our Say on Pay advisory vote from the prior year. At our 2023 Annual Meeting, 94% of the votes cast were in favor of the advisory vote to approve executive compensation. In 2023, we retained the core elements of our executive compensation program, policies, and decisions. We believe our programs continue to appropriately motivate and reward our senior management. In addition to the perspective provided by the Say on Pay results, we also carefully solicit and consider feedback from our shareholders on executive compensation, corporate governance, and other issues throughout the year. For further information on our shareholder engagement, see “Shareholder Engagement.” How We Determine Compensation We have established a process for evaluating the performance of the Company, the Chair and CEO, and other NEOs for compensation purposes. On an annual basis, the Board, the Management Compensation Committee, and the Nominating & ESG Committee review our Chair and CEO’s performance in Executive Session. As part of their deliberative process, the Management Compensation Committee and Board establish and approve performance goals, evaluate our Chair and CEO’s performance against the pre-established goals, and determine appropriate compensation. The factors considered include: • performance against annual strategic objectives; • defining and executing our strategy; • leadership; and • the financial performance of the Company. Ms. Friedman, our Chair and CEO, is compensated only for her role as CEO and not as Board Chair. With the support of People@Nasdaq, our Chair and CEO develops compensation recommendations for the NEOs and other executive officers and presents the recommendations to the Management Compensation Committee for review and consideration. However, in accordance with the listing rules of The Nasdaq Stock Market, the Chair and CEO does not vote on executive compensation matters or attend Executive Sessions of the Management Compensation Committee or Board, and the Chair and CEO is not present when her own compensation is being discussed or approved. Role of Compensation Consultant In 2023, Exequity, an independent compensation consultant, assisted management in gathering data, reviewing best practices, and making recommendations to the Management Compensation Committee about our executive compensation program. However, Exequity did not determine or recommend the amount or form of executive or director compensation. Exequity did not provide services to Nasdaq or its Board other than executive compensation consulting. In 2023, we paid Exequity $80,811 in fees for competitive market data for executives and outside directors and $376,075 in fees for other executive compensation services. Competitive Positioning To evaluate the external competitiveness of our executive compensation program, we compare certain program elements to similar elements used by peer companies. In setting 2023 compensation levels, the Management Compensation Committee used a comprehensive peer group consisting of an aggregate of 28 companies (comprised of 21 companies in our primary peer group and seven in our additional peer group) as the basis for a competitive market analysis of the compensation program for the Chair and CEO and other NEOs. The 2023 peer group was substantially similar to the 2022 peer group. We believe using and disclosing a peer group provides valuable input into compensation levels and program design. When forming the peer group, we considered potential peers among direct industry competitors and companies in related industries with similar talent needs. After identifying potential peers on this basis, we used the following seven screening criteria to select appropriate peer companies and talent. • Revenue size • Market capitalization size • Financial performance • Direct exchange competitors • Financial services companies • Technology companies • Companies with global complexity We believe the current peer group includes an accurate representation of similarly sized industry competitors and/or companies with which we generally compete for executive talent. Executive Compensation Peer Groups Organized by Industry Segment(1) Primary Peer Group (for Benchmarking Chair and CEO and other NEOs’ compensation)

  175. Decision-Making Framework

    Additional Peer Group (added to Primary Peer Group for benchmarking EVP and CFO compensation only; used as a secondary, informational reference for Chair and CEO and other NEOs’ compensation)

  176. Decision-Making Framework

    | 1. | These peer groups differ from the peer group used for the performance graph included in Item 5 of our Form 10-K, which is for stock-performance comparisons. In addition, S&P Global Inc. completed its merger with IHS Markit Ltd. in February 2022, and Citrix Systems, Inc. was acquired by affiliates of Vista Equity Partners and Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., in September 2022. However, at the time the 2023 compensation decisions were determined for our NEOs, market data for IHS Markit and Citrix was available and used for compensation decisions for our NEOs. |

  177. Decision-Making Framework

    While the peer group represents a broad group of potential competitors for executive talent across various industries, peer group data serves as only one reference point for the Management Compensation Committee in evaluating our executive compensation program. The Management Compensation Committee uses this data to understand how various elements of our executive compensation program compare to other companies. In addition, the Management Compensation Committee uses multiple categorizations of the aggregate peer group data for each particular NEO role to better understand the competitive landscape for that position. For example, depending on the role of our NEO, the Management Compensation Committee may consider the entire peer group and/or certain subsets of the peer group. For the Chair and CEO and other NEO roles the Primary Peer Group was used for compensation comparisons, which excludes companies in the Application Software, Internet & Direct Marketing Retail, and Systems Software sectors, as discussed above. However, for Ms. Youngwood, our EVP and CFO, the Additional Peer Group was added to the Primary Peer Group in order to obtain a comprehensive view of wider peer CFO compensation. While the peer group comparison is applied to ensure our executive compensation is competitive, we do not target executive compensation to a specific percentile of the compensation set by our peer group. Each executive officer is also evaluated individually based on skills, knowledge, performance, growth potential, and in the Management Compensation Committee’s business judgment, the value he or she brings to the organization and Nasdaq’s retention risk. Tally Sheets When recommending compensation for the Chair and CEO and other NEOs, the Management Compensation Committee reviews tally sheets that detail the various elements of compensation for each executive officer. These tally sheets are used to evaluate the appropriateness of the total compensation package, to compare each executive officer’s total compensation opportunity with his or her actual aggregate payment, and to ensure that the compensation appropriately reflects the compensation program’s focus on pay for performance.

  178. 2023 Compensation Decisions

    2023 Compensation Decisions The sections below provide an overview as to how the Management Compensation Committee and/or Board of Directors determined each NEO’s compensation for 2023. In setting 2023 target annual compensation opportunities for the NEOs, the Management Compensation Committee and/or Board reviewed historical market data for the Primary Peer Group, as provided by the Company’s compensation consultant, as described below. For specific compensation amounts for each NEO, see the “NEO Compensation Summaries” beginning on page 79. Base Salary Base salaries are a fixed component of each NEO’s compensation. In setting each NEO’s base salary, the Management Compensation Committee and/or Board considers competitive market data derived from our peer group and annual market surveys, and the NEO’s individual contributions, performance, time in the role, scope of responsibility, leadership skills, and experience. We review base salaries on an annual basis and may adjust base salaries during the year in response to significant changes in an executive’s responsibilities or events that would impact the long-term retention of a key executive. Salaries are established at levels commensurate with each executive’s title, position, and experience, recognizing that each executive is managing a component of a complex global company. For 2023, base salary increases were in recognition of performance and market competitive positioning. Annual Cash Incentive Compensation We maintain an annual performance-based cash incentive arrangement under which each NEO can earn cash incentive awards through our ECIP based on achievement of performance against pre-determined performance goals. The Management Compensation Committee and/or Board established each NEO’s target annual cash opportunity based on an assessment of each NEO’s position and responsibilities, the competitive market analysis, and the Company’s retention objectives. How We Set Performance Targets The annual cash incentive award payments for our NEOs are based on achieving pre-established, quantifiable performance goals. The Chair and CEO selects and recommends goals for the other executive officers based on their areas of responsibility and input from each executive. The Management Compensation Committee reviews and considers our Chair and CEO’s recommendations and approves the goals for the coming year after identifying the objectives most critical to our future growth and most likely to hold executives accountable for the operations for which they are responsible. Based on these same factors, the Management Compensation Committee and Board determine and approve the performance goals for the Chair and CEO. We commence our rigorous goal-setting process during the Board’s third quarter strategic off-site meeting. In the fourth quarter of each year, the Management Compensation Committee and Board review initial goals for the following year. At the beginning of the next year, the Management Compensation Committee and Board review and approve Company goals based on business criteria as well as target performance levels for target annual incentive cash awards. Targets are set based primarily on the Company’s Board-approved budget for the year. The performance goals are intended to be rigorous and are set at levels where the maximum payout for any NEO would be difficult to achieve and that are in excess of budget assumptions. The Management Compensation Committee and/or the Board reviews the Company’s financial goals and the NEOs’ individual goals throughout the year and determines if any adjustments are warranted based on significant transactions or other extraordinary events. For 2023, the Management Compensation Committee and Board selected financial and strategic metrics and targets that they believe incentivize our executives to achieve our strategic objectives and drive Nasdaq’s long-term financial performance. The 2023 annual cash incentive awards were tied to results in the following areas:

  179. 2023 Compensation Decisions

    | Corporate Objective | Threshold (0% payout) | Target (100% Payout) | Maximum (200% Payout) | Nasdaq’s Results for 2023 as Measured for Compensation Purposes | Payout Percentage of Target Incentive Award Amount | | Operating Income (Run Rate)(1) | $1,805.2M | $1,932.8M | $1,994.6M | $1,938.1M | 109% | | Net Revenues(2) | $3,445.9M | $3,679.8M | $3,771.8M | $3,689.8M | 111% |

  180. 2023 Compensation Decisions

    The Management Compensation Committee and/or the Board assessed each NEO’s achievement of the business unit financial objectives and strategic objectives in 2023, as set forth in the NEO Compensation Summaries beginning on page 79. Specific metrics for these goals are not disclosed for competitive reasons. However, 100% of our NEO goals were defined with quantifiable performance metrics and were approved by the Management Compensation Committee and/or the Board. No discretion was applied to any specific goal scoring for our NEOs. Long-Term Incentive Compensation PSUs In April 2023, we granted PSUs to each NEO who was an executive at that time in order to incentivize and reward them for growth in our TSR relative to the TSR of two equally weighted groups over the performance period. One performance group consists of all S&P 500 companies at the start of the performance period, and the other performance group consists of the peer companies on the following page. The peer companies include other global exchanges with sizable market capitalizations. We measure our TSR performance relative to two different groups in order to align with the varied interests of our shareholders. The PSUs represented 80% of each NEO’s long-term incentive compensation. The PSUs granted in 2023 are subject to a three-year cumulative performance period beginning on January 1, 2023 and ending on December 31, 2025. The shares earned, if any, vest at the end of the performance period and upon the certification by the Management Compensation Committee and/or the Board that the performance metrics have been achieved. TSR results are measured at the beginning and end of the three-year performance period. Our relative performance ranking against each of the two peer groups at the end of the performance period will determine the number of vested PSUs. For each vested PSU, Nasdaq will issue one share of common stock to each NEO. The maximum payout will be 200% of the target number of PSUs granted if Nasdaq ranks at the 85th percentile or above of each of the groups. However, if our TSR is negative for the three-year performance period, regardless of TSR ranking, the payout will be capped at 100% of the target number of PSUs granted.

  181. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    Global Exchange Peer Companies Used for Three-Year PSUs(1) For the 2024 performance period for PSU awards, which for the NEOs is January 1, 2024 through December 31, 2026, the custom peer group was replaced by the S&P 500 GICS 4020 Index, which is a blend of exchanges, data, financial technology, and banking companies, to align more closely with our diverse businesses and competitors. The PSU grants for the 2024 performance period will compare Nasdaq’s TSR to two performance groups: (i) all S&P 500 companies and (ii) the S&P 500 GICS 4020 Index. The PSUs granted to Ms. Youngwood in connection with the commencement of her employment, and the PSUs granted to other NEOs on April 1, 2024, included the revised peer groups. The table below illustrates the percentage of the target number of PSUs granted to each NEO that the NEO may receive based upon different levels of achievement against each of the groups. For each group, the resulting shares earned will be calculated by multiplying the relevant percentage from the table below by one-half of the target award amount. Any payouts earned at performance levels below the 50th percentile rank are designed to serve as a retention vehicle. Amount of Shares a Grantee May Receive Based Upon Achievement

  182. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Percentile Rank of Nasdaq’s Three-Year TSR Versus the Relevant Group | Resulting Shares Earned | | >= 85th Percentile | 200% | | 67.5th Percentile | 150% | | 50th Percentile | 100% | | 25th Percentile | 50% | | 15th Percentile | 30% | | 0 Percentile | 0% |

  183. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    For levels of achievement between points, the resulting shares earned will be calculated based on straight-line interpolation.

  184. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | 1. | While the peer group used for competitive analysis of compensation in 2023 includes a broad range of companies that may compete with us for executive talent, the peer group used for the three-year PSUs in 2023 includes a narrower list of more direct competitors that provide more relevant comparators for stock price performance. |

  185. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    RSUs In April 2023, we also granted RSUs to each NEO who was an executive at that time to promote long-term shareholder alignment and retention. The RSUs represented 20% of the NEO’s long-term incentive compensation. The RSUs are subject to a four-year vesting schedule, vesting 33% on the second anniversary of the grant, 33% on the third anniversary of the grant, and the balance on the fourth anniversary of the grant, in each case subject to continued employment with the Company. Award Determination In setting Ms. Friedman’s 2023 equity award target, the Management Compensation Committee and Board focused on motivating performance with significant upside and downside based on relative performance. Historical awards and the retention value of Ms. Friedman’s outstanding equity were considered when determining the target amount of her award. Peer group data also was considered in establishing a market competitive award level. Ms. Friedman recommended the specific equity award targets for each of the other NEOs, which varied among executives depending upon responsibilities and retention considerations. The Management Compensation Committee evaluated these recommendations and determined that the amount of each award reflected the individual’s contributions, was aligned with competitive market levels, and was appropriate for retention purposes. Settlement of 2021 PSU Grants Based on Relative TSR In February 2024, the Management Compensation Committee and/or the Board evaluated and approved the performance results for the PSUs granted to the NEOs in 2021. These PSUs were subject to a three-year cumulative performance period beginning on January 1, 2021 and ending on December 31, 2023, and performance was determined by comparing Nasdaq’s TSR to two groups of companies, each weighted 50%. One group consisted of all S&P 500 companies and the other group consisted of 13 peer companies. We measure our TSR performance relative to two different groups in order to align with the varied interests of our shareholders. The following table sets forth the 2021 PSU performance measure results. PSU Performance Measure Results

  186. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Equity Award | Cumulative TSR | Weighting | Performance Factors | Percentile Rank | Payout | Blended Payout | | 2021 Three-Year PSU Award | 36.5% | 50% | Based on Relative TSR Against the S&P 500 | 63rd | 136.0% | 167.4% | | | | 50% | Based on Relative TSR Against Peers | 85th | 198.9% | |

  187. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    NEO Compensation Summaries

  188. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Adena T. Friedman Chair and CEO 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Reported record net revenues of $3.9 billion, an increase of 9% or 5% organically, excluding the impacts of foreign currency exchange rates and Adenza, as compared to 2022. • ARR increased to $2.6 billion as of December 31, 2023, an increase of 29% or 6% organically, excluding impacts from foreign exchange rates or the Adenza acquisition as compared to 2022, as Nasdaq continues its shift to a scalable platform company. • Led the acquisition of Adenza, furthering the Company’s growth, as well as its strategic and operational goals. • Revised our corporate structure and businesses to further align our offerings and solutions more closely with the foundational shifts that are driving the evolution of the global financial system. • Led U.S. exchanges for operating company IPOs with an 81% win rate. • Maintained listings leadership in the U.S. and continued strong performance in the Nordics. • Continued market modernization with the migration of Nasdaq’s second U.S. options market to Amazon Web Services, and third market overall to a cloud-based infrastructure. • Achieved growth in the market technology business with further expansion into Latin America, providing technology to exchanges to modernize and expand trading platforms. 2023 Compensation Elements In setting Ms. Friedman’s compensation, the Management Compensation Committee and Board considered her performance and a review of the competitive positioning of her overall compensation as compared to the compensation of similar officers at companies in our peer group. As shown in the table below, for 2023, the Management Compensation Committee and Board maintained Ms. Friedman’s base salary and her target annual cash incentive award at the same amounts as 2022. The Management Compensation Committee and Board increased the target grant date value of her equity award by $1,000,000. The increase in the annual target grant date equity award reflects Ms. Friedman’s leadership in growing and diversifying the Company and demonstrating a focus on its long-term strategy and financial success. |

  189. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Type of Compensation | 2023 Annualized Amounts (at Target) | 2022 Annualized Amounts (at Target) | | Base Salary | Fixed | $1,250,000 | $1,250,000 | | Target Annual Cash Incentive Award | Performance-Based | $3,750,000 | $3,750,000 | | Target Equity Award | Performance-Based (PSUs) | $10,400,000 | $9,600,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $2,600,000 | $2,400,000 | | Total Target Compensation | | $18,000,000 | $17,000,000 |

  190. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | 1. | Ms. Friedman was awarded a target amount of 191,176 PSUs, and 47,794 RSUs, on April 3, 2023 with the terms and conditions described in the “Long-Term Incentive Compensation” section above. |

  191. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    2023 Performance Goals – Annual Cash Incentive Award Ms. Friedman earned an annual incentive award payment of $4,653,812, or 124% of target, based on the final achievement of her pre-established, quantifiable performance goals, as described below.

  192. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 55% | 109% | $2,240,380 | | | Corporate Net Revenues | 20% | 111% | $831,326 | | Strategic Initiatives | Market Platforms: Modernize Markets to Create Sustainable and Trusted Financial Networks | 5% | 191% | $359,044 | | | Capital Access Platforms: Listings Success | 5% | 158% | $296,250 | | | Verafin: Expand Anti-Financial Crime | 5% | 200% | $375,000 | | | ESG Revenue Expansion and Product Initiatives | 5% | 94% | $176,812 | | ESG | Diversity and Culture | 5% | 200% | $375,000 | | Total | | 100% | 124% | $4,653,812 |

  193. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    Settlement of 2021 PSU Award Based on Relative TSR The table below sets forth the number of PSUs that Ms. Friedman earned as of December 31, 2023 due to the performance results of her 2021 PSU award, which was based on relative TSR.

  194. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Target PSUs Awarded in 2021 | Actual Performance as Percent of Target | PSUs Earned | | 159,096 | 167.4% | 266,326 |

  195. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Sarah Youngwood EVP and CFO Given Ms. Youngwood’s one-month period of employment with Nasdaq in 2023, a 2023 Total Target Direct Compensation Mix chart has not been included here. 2023 Performance Highlights • Strengthened stakeholder engagement, deepened relationships with investors, and raised greater awareness of our corporate strategy following the completion of the Adenza transaction. • Continued to execute Nasdaq’s capital allocation plan following the Adenza acquisition, including the repayment in December 2023 of $260 million of outstanding indebtedness from the Adenza acquisition term loan. • Commenced integration efforts with Nasdaq’s Management Committee, the Finance Department, and the broader Nasdaq team. 2023 and 2024 Compensation Elements Ms. Youngwood joined Nasdaq on December 1, 2023 as EVP and CFO. On September 1, 2023, the Management Compensation Committee approved Ms. Youngwood’s compensation, which consists of: • an annual base salary of no less than $700,000; • a one-time, sign-on cash bonus of $500,000; • an incentive award of $125,000 for 2023; and • a target annual cash incentive award of no less than $1,400,000, beginning in 2024. On December 6, 2023, Ms. Youngwood received an equity award, which consisted of both a one-time welcome grant and her 2024 annual equity grant. The target grant date value was $10,000,000, comprised of (i) 89,541 RSUs, vesting 33% on the one year anniversary of the grant date, 33% on the second anniversary of the grant date, and the remaining 34% on the third anniversary of the grant date and (ii) 89,541 PSUs, which will vest as of December 31, 2026 and are subject to the performance measures as described under “Long-Term Incentive Compensation.” Ms. Youngwood will not receive an equity award in 2024, pursuant to the terms of her employment offer letter. In accordance with the terms of her employment offer letter, the next equity award that Ms. Youngwood receives will have a target value of $6,000,000, and will be granted on or about April 1, 2025, with such award comprised of 80% of PSUs and 20% RSUs. In setting Ms. Youngwood’s target annual compensation opportunity, including the 2025 equity award, the Management Compensation Committee reviewed historical market data for the Primary Peer Group, the Additional Peer Group, and, due to her background in banking and financial services, a broader array of companies across the S&P 500, as provided by Exequity. |

  196. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Type of Compensation | 2024 Annualized Amounts (at Target)(1) | | Base Salary | Fixed | $700,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,400,000 | | Target Equity Award | Performance-Based (PSUs) | $4,800,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $1,200,000 | | Total Target Compensation | | $8,100,000 |

  197. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | 1. | Amounts above reflect Ms.Youngwood’s 2024 compensation elements and amounts, as described above. No annual target equity award was granted in 2023 due to Ms. Youngwood’s start date of December 1, 2023. However, $6,000,000 of the $10,000,000 new hire equity grant was in lieu of a 2024 annual equity grant, and such amount is reported in this table. Ms. Youngwood will not receive an additional equity grant in 2024, and her $6,000,000 target equity award, as set forth in her employment offer letter, will next be eligible to be awarded in 2025. |

  198. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    2023 Annual Cash Incentive Award In accordance with the terms of her employment offer letter, Ms. Youngwood earned an annual incentive award payment of $125,000 for 2023, representing a pro-rata amount for her employment period in 2023 based on her 2024 annual target incentive award of $1,400,000.

  199. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Tal Cohen President 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Led the acquisition of Adenza and established, and successfully launched, our new Financial Technology division, which combined: Nasdaq’s legacy anti-money laundering, surveillance, market technology, and trade management offerings; our Verafin anti-financial crime solutions; and our new AxiomSL and Calypso offerings from the Adenza acquisition. • Migrated Nasdaq’s GEMX options exchange to Amazon Web Services, creating enhanced scalability, flexibility, and resiliency for exchange clients. The GEMX exchange is the second U.S. options exchange migrated to a cloud-enable market infrastructure. • Secured SEC approval for the first exchange artificial intelligence powered order type, Dynamic M-ELO (Midpoint Extended Life Order). Dynamic M-ELO will leverage artificial intelligence to provide real-time changes to holding periods for M-ELO participants, which can improve fill rates and reduce market impact. • Achieved Nasdaq-100 U.S. options volume growth of 56% in 2023, as compared to 2022. • Maintained leadership in U.S. equities as the single largest exchange and maintained the highest market share in the U.S. multiply-listed options market. 2023 Compensation Elements For 2023, the Management Compensation Committee increased Mr. Cohen’s base salary from $600,000 to $700,000 and target annual cash incentive award from $900,000 to $1,050,000, in each case effective January 1, 2023. The Management Compensation Committee also increased the target grant date value of Mr. Cohen’s equity award from $2,000,000 to $2,500,000. In determining these compensation changes, the Management Compensation Committee assessed Mr. Cohen’s performance, the overall performance of our Market Services and Financial Technology divisions, and market competitive positioning. |

  200. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Type of Compensation | 2023 Annualized Amounts (at Target) | 2022 Annualized Amounts (at Target) | | Base Salary | Fixed | $700,000 | $600,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,050,000 | $900,000 | | Target Equity Award | Performance-Based (PSUs) | $2,000,000(1) | $1,600,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $500,000(1) | $400,000 | | Total Target Compensation | | $4,250,000 | $3,500,000 |

  201. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | 1. | Mr. Cohen was awarded a target amount of 36,764 PSUs, and 9,191 RSUs, on April 3, 2023 with the terms and conditions described in the “Long-Term Incentive Compensation” section above. |

  202. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    2023 Performance Goals – Annual Cash Incentive Award Mr. Cohen earned an annual incentive award payout of $1,338,959, or 128% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.

  203. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 15% | 109% | $171,084 | | | Corporate Net Revenues | 10% | 111% | $116,386 | | Division Financial | Market Platforms Operating Income | 30% | 100% | $315,000 | | | Market Platforms Revenue | 20% | 136% | $285,155 | | Strategic Initiatives | Drive Economies Forward with Innovative Technology | 5% | 175% | $91,875 | | | Market Platforms: Modernize Markets to Create Sustainable and Trusted Financial Networks | 5% | 191% | $100,532 | | | Architect and Operate the World’s Best Markets | 5% | 153% | $80,427 | | | Division Enablement and Value Creation | 5% | 200% | $105,000 | | ESG | Diversity and Culture | 5% | 140% | $73,500 | | Total | | 100% | 128% | $1,338,959 |

  204. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    Settlement of 2021 PSU Award Based on Relative TSR The following table sets forth the number of PSUs that Mr. Cohen earned as of December 31, 2023 due to the performance results of his 2021 PSU award, which was based on relative TSR.

  205. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Target PSUs Awarded in 2021 | Actual Performance as Percent of Target | PSUs Earned | | 23,862 | 167.4% | 39,944 |

  206. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | P.C. Nelson Griggs President 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Maintained listings leadership in the U.S. Nasdaq led U.S. exchanges for operating company IPOs with an 81% total win rate in 2023. • Welcomed 103 U.S. operating company IPOs that raised more than $11 billion in proceeds, marking Nasdaq’s fifth consecutive year as the leading U.S. listing exchange in terms of both number of IPOs and proceeds raised. 18 companies also switched their listings to the Nasdaq Stock Market in 2023, totaling more than $377 billion in market value. • Led continued growth in the Index business, which generated $31 billion of exchange traded product net inflows, ending the year at $473 billion in assets under management linked to Nasdaq indices. • Supported the Company’s clients in launching 83 new products linked to Nasdaq indices, bringing to market robust solutions to meet investor demand. • Launched several ESG solutions, including: Nasdaq Metrio, an end-to-end platform designed to collect and report sustainability data integrating Nasdaq OneReport and Metrio legacy technologies; Nasdaq Sustainable Lens, a new artificial intelligence-powered SaaS platform aimed at helping companies and investors to navigate and utilize ESG data from across thousands of companies; and Nasdaq eVestment ESG Analytics, a platform providing greater transparency for the global institutional market so investors can make better data-driven decisions. 2023 Compensation Elements As shown in the table below, for 2023, the Management Compensation Committee increased Mr. Griggs’ base salary from $600,000 to $700,000 and target annual cash incentive award from $900,000 to $1,050,000, in each case effective January 1, 2023. The Management Compensation Committee also increased the target grant date value of Mr. Griggs’ equity award from $2,000,000 to $2,500,000. In determining these compensation changes, the Management Compensation Committee assessed Mr. Griggs’ performance, the overall performance of our Capital Access Platforms division, and market competitive positioning. |

  207. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Type of Compensation | 2023 Annualized Amounts (at Target) | 2022 Annualized Amounts (at Target) | | Base Salary | Fixed | $700,000 | $600,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,050,000 | $900,000 | | Target Equity Award | Performance-Based (PSUs) | $2,000,000(1) | $1,600,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $500,000(1) | $400,000 | | Total Target Compensation | | $4,250,000 | $3,500,000 |

  208. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | 1. | Mr. Griggs was awarded a target amount of 36,764 PSUs, and 9,191 RSUs, on April 3, 2023 with the terms and conditions described in the “Long-Term Incentive Compensation” section above. |

  209. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    2023 Performance Goals – Annual Cash Incentive Award Mr. Griggs earned an annual incentive award payment of $1,263,829, or 120% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below. In acknowledgment of his strong performance in 2023 and in recognition that the external economic environment impacted both listings and corporate solutions sales, the Management Compensation Committee approved a $40,000 aggregate additional amount, or positive discretion, for Mr. Griggs for his overall cash incentive award for 2023.

  210. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 15% | 109% | $171,084 | | | Corporate Net Revenues | 10% | 111% | $116,386 | | Division Financial | Capital Access Platforms Operating Income | 30% | 93% | $294,000 | | | Capital Access Platforms Revenue | 20% | 96% | $201,590 | | Strategic Initiatives | ESG Revenue Expansion + Product Initiatives | 6% | 94% | $59,409 | | | Data Asset Strategy | 6% | 200% | $126,000 | | | Listings Success | 4% | 158% | $66,360 | | | Index Business Transformation | 4% | 200% | $84,000 | | ESG | Diversity and Culture | 5% | 200% | $105,000 | | Total | | 100% | 117% | $1,223,829 | | Positive Discretion | | | | $40,000 | | Adjusted Total | | | 120% | $1,263,829 |

  211. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    Settlement of 2021 PSU Award Based on Relative TSR The table below sets forth the number of PSUs that Mr. Griggs earned as of December 31, 2023 due to the performance results of his 2021 PSU award, which was based on relative TSR.

  212. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Target PSUs Awarded in 2021 | Actual Performance as Percent of Target | PSUs Earned | | 25,455 | 167.4% | 42,611 |

  213. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Brendan Brothers EVP and Head of Financial Crime Management Technology 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Increased Financial Crime Management Technology’s ARR to $226 million in 2023, representing 24% ARR growth over 2022. • Led Verafin’s strong client development efforts to move upmarket to larger Tier 1 and Tier 2 clients, with three Tier 1 clients and four Tier 2 clients signed during 2023. • Demonstrated the continued strength of Verafin’s core business with small and medium banks by winning more than 230 new small and midsize business clients in 2023. • Strengthened Verafin’s partnerships with new and current clients, enabling strong revenue retention, renewals and new orders from existing clients, and improved efficiency in sales execution to secure new clients and growth opportunities. • Expanded the customer reach through winning multiple new clients utilizing Financial Crime Management Technology’s fraud detection and anti-money laundering solutions. 2023 Compensation Elements In connection with his appointment to Executive Vice President and Head of Financial Crime Management Technology in September 2023, the Management Compensation Committee increased Mr. Brothers’ base salary from $400,000 to $500,000 and target annual cash incentive award from $500,000 to $750,000, in each case effective September 19, 2023. The Management Compensation Committee also approved the target grant date value of Mr. Brothers’ equity award of $1,000,000, which was unchanged from the prior amount. In determining these compensation changes, the Management Compensation Committee assessed Mr. Brothers’ performance, the overall performance of the Anti-Financial Crime division (which is now part of the Financial Technology division), and market competitive positioning. Additionally, in recognition of Mr. Brothers accepting the role as Interim Head of our Financial Crime Management Technology business in March 2023, Mr. Brothers received a one-time equity award of RSUs with a grant date value of $500,000 on April 3, 2023, which award fully vested on April 3, 2024. The Management Compensation Committee intended this grant to motivate and reward Mr. Brothers for a short-term, interim leadership period. In connection with our acquisition of Verafin in 2020, we adopted the Verafin Management Incentive Plan for certain former Verafin employees, including Mr. Brothers. |

  214. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Under the terms of the the MIP, which was amended effective October 2022, Mr. Brothers was eligible to earn a target amount of $6,259,750 based upon the achievement of certain ARR goals by the Verafin business during the performance period of February 11, 2021 through December 31, 2023. The Management Compensation Committee reviewed the performance measures following the completion of the performance period, and Mr. Brothers earned an aggregate of $4,712,340 under the MIP, which payment was comprised of $2,356,170 in cash and $2,356,170 in shares of Nasdaq common stock. The cash portion was paid in 2024 for 2023 performance, and the equity portion was granted to Mr. Brothers on April 3, 2024, in accordance with the terms of the MIP. |

  215. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Type of Compensation | 2023 Annualized Amounts (at Target) | | Base Salary | Fixed | $500,000(1) | | Target Annual Cash Incentive Award | Performance-Based | $750,000(1) | | Target Equity Award | Performance-Based (PSUs) | $1,000,000(2) | | (Grant Date Face Value) | At-Risk (RSUs) | — (2) | | Total Target Compensation | | $2,250,000 |

  216. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | 1. | Mr. Brothers is paid in Canadian dollars (CAD). All compensation for Mr. Brothers, as described in this Proxy Statement, is paid based on a conversion rate of 1.36 CAD to 1 United States dollar. |

  217. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | 2. | Mr. Brothers was awarded a target amount of 18,382 PSUs on April 3, 2023 with the terms and conditions described in the “Long-Term Incentive Compensation” section above. Mr. Brothers was awarded a one-time equity award of 9,191 RSUs on April 3, 2023 in connection with his promotion to Interim Head of Anti-Financial Crime (now Financial Crime Management Technology). This award was separate from his 2023 equity award that comprises part of his annual compensation. |

  218. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    2023 Performance Goals – Annual Cash Incentive Award Mr. Brothers earned an annual incentive award payment of $964,612, or 150% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below. Upon the organizational structure changes following the acquisition of Adenza, Verafin is now included in the Financial Crime Management Technology sub-segment of our Financial Technology segment.

  219. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 15% | 109% | $104,726 | | | Corporate Net Revenues | 10% | 111% | $71,244 | | Division Financial | Anti-Financial Crime Operating Income | 30% | 200% | $385,644 | | | Anti-Financial Crime Revenue | 20% | 100% | $128,548 | | Strategic Initiatives | Expand Anti-Financial Crime | 8% | 200% | $102,838 | | | Nasdaq Trade Surveillance Thematic Goal: “Invest to Grow” | 5% | 131% | $42,099 | | | Nasdaq Market Surveillance Thematic Goal: “Maintain Market Position” | 5% | 123% | $39,529 | | | Continue Verafin Integration | 7% | 200% | $89,984 | | Total | | 100% | 150% | $964,612 |

  220. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Ann M. Dennison Former EVP and CFO 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Led the successful financing of the $10.5 billion Adenza transaction, including the issuance of approximately $5 billion in senior notes. • Drove Nasdaq’s finance stewardship efforts, which delivered broad-based revenue growth, including a record revenue year in 2023, an increase in ARR, and strong growth in our Solutions businesses. • Maintained the Company’s practice of returning capital to shareholders, including more than $700 million in dividends and share repurchases in 2023. • Extended the Company’s leadership in sustainability and ESG reporting, resulting in the Company maintaining or improving its scores/ratings from most leading sustainability and ESG analysts. 2023 Compensation Elements The Management Compensation Committee increased Ms. Dennison’s base salary from $575,000 to $650,000 and target annual cash incentive award from $862,500 to $975,000, effective April 2, 2023. The Management Compensation Committee also increased the target grant date value of Ms. Dennison’s equity award from $1,500,000 to $2,000,000. In determining these compensation changes, the Management Compensation Committee assessed Ms. Dennison’s performance and market competitive positioning. Ms. Dennison ceased serving as EVP and CFO on December 1, 2023, and served as an advisor to the Company during the period of December 1, 2023 through December 31, 2023 to facilitate an orderly transition. |

  221. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | | Type of Compensation | 2023 Annualized Amounts (at Target) | 2022 Annualized Amounts (at Target) | | Base Salary | Fixed | $650,000 | $575,000 | | Target Annual Cash Incentive Award | Performance-Based | $975,000 | $862,500 | | Target Equity Award | Performance-Based (PSUs) | $1,600,000(1) | $1,200,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $400,000(1) | $300,000 | | Total Target Compensation | | $3,625,000 | $2,937,500 |

  222. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | 1. | Ms. Dennison was awarded a target amount of 29,411 PSUs, and 7,352 RSUs, on April 3, 2023, with the terms and conditions described in the “Long-Term Incentive Compensation” section above. Following Ms. Dennisons’s departure on December 31, 2023, all of the PSUs, and 4,902 of the RSUs, were forfeited. |

  223. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    2023 Performance Goals – Annual Cash Incentive Award Ms. Dennison earned an annual incentive award payment of $1,229,732, or 130% of target, based on the final achievement of her pre-established, quantifiable performance goals, as described below.

  224. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 55% | 109% | $565,742 | | | Corporate Net Revenues | 20% | 111% | $209,927 | | Strategic Initiatives | Finance & Workplace - Amplifying Business Success | 5% | 175% | $82,858 | | | Finance & Workplace - Excellence in Sustainability | 5% | 184% | $87,120 | | | Finance & Workplace Transformation | 5% | 200% | $94,695 | | | Continue Verafin Integration | 5% | 200% | $94,695 | | ESG | Diversity and Culture | 5% | 200% | $94,695 | | Total | | 100% | 130% | $1,229,732 |

  225. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    Settlement of 2021 PSU Award Based on Relative TSR The following table sets forth the number of PSUs that Ms. Dennison earned as of December 31, 2023 due to the performance results of her 2021 PSU award, which was based on relative TSR.

  226. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | Target PSUs Awarded in 2021 | Actual Performance as Percent of Target | PSUs Earned | | 19,089 | 167.4% | 31,954 |

  227. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    Separation Agreement On August 29, 2023, the Company announced that Ms. Ann M. Dennison, the Company’s EVP and CFO, would cease serving as the CFO of the Company effective as of December 1, 2023. Ms. Dennison remained employed as an advisor to the Company through December 31, 2023 to facilitate an orderly transition. The Management Compensation Committee of the Board of Directors approved a General Release and Separation Agreement between the Company and Ms. Dennison (the “Separation Agreement”). The Separation Agreement memorialized the terms of Ms. Dennison’s separation from Nasdaq, which the Management Compensation Committee determined qualified for compensation, benefits, and equity vesting consistent with existing Nasdaq policy and historical practice for previously exiting executives at this level. The Separation Agreement provided that Ms. Dennison received a 2023 bonus payment of $1,229,732 under our ECIP based upon her performance. In addition, Ms. Dennison received the following payments and benefits under the terms of the Separation Agreement, subject to her continued service through December 31, 2023 and compliance with the terms of the Separation Agreement:

  228. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | • | a cash payment equal to the sum of: (i) 18 months of base salary and (ii) Ms. Dennison’s 2023 target bonus amount; |

  229. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | • | continued vesting of PSUs and RSUs for 18 months, with any performance-based vesting based on actual performance goals during the respective performance periods; |

  230. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | • | a one-time healthcare benefits payment of $40,000, minus applicable taxes and withholdings; |

  231. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | • | 18 months of financial and tax services; and |

  232. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    | • | 12 months of outplacement services. |

  233. Global Exchange Peer Companies Used for Three-Year PSUs(1)

    The Separation Agreement also includes a non-competition provision for a period of one year following the end of Ms. Dennison’s employment, as well as customary provisions regarding non-solicitation, non-disparagement, and confidentiality. In connection with her separation, Ms. Dennison forfeited all RSUs and PSUs scheduled to vest following 18 months from her termination of employment.

  234. Other Aspects of Our Executive Compensation Program

    Other Aspects of Our Executive Compensation Program General Equity Award Grant Practices The Management Compensation Committee and the Board approve annual equity awards during regular first-quarter meetings, which are scheduled well in advance and without regard to any material Company news announcements. We believe that the current and expected expense and share utilization are reasonable and justified in light of the Management Compensation Committee’s goals of aligning the long-term interests of officers and employees with those of shareholders and rewarding officers for long-term relative TSR growth while retaining a strong management team. We actively monitor the expense and share utilization associated with annual grants and are committed to adjusting grant practices if and when appropriate. Throughout the performance periods for equity awards, the Management Compensation Committee receives updates on the executives’ progress in achieving applicable performance goals and monitors the compensation expense and share run rate that the Company is incurring for outstanding equity awards. The reference price for calculating the value of equity awards granted is the closing market price of Nasdaq’s common stock on the grant date. Existing equity ownership levels are not a factor in award determinations as we do not want to discourage senior executives from holding significant amounts of our common stock. Benefits We provide a comprehensive benefits program to our executive officers, including the NEOs, which mirrors the program offered to all employees of the Company. These benefits include, among other components, retirement savings programs, health and welfare benefits, and participation in the Company’s ESPP. Under these plans, our NEOs participate on the same terms as other employees. Prior to 2007, Nasdaq offered a defined benefit pension program, which was frozen in 2007. The plan did not allow any new participants, and for existing participants, future service and salary did not contribute to the benefit accrual under the plan. Employees hired before the freeze date continued to receive credit for service required for the vesting of the benefit. No NEOs, besides Ms. Friedman, participated in the defined benefit pension program. In June 2023, we terminated the pension plan, and Ms. Friedman received a distribution in December 2023 for the amount she had accrued during her time of service. Severance Except in employment agreements and other agreements for certain executive officers as described in this Proxy Statement, we are not obligated to pay general severance or other enhanced benefits to any NEO upon termination of his or her employment. However, the Management Compensation Committee and/or the Board has the discretion to pay severance. Severance decisions do not influence other compensation decisions, which are focused on motivating our executives to remain with Nasdaq and contribute to our future success. Change in control severance is addressed in employment agreements for certain NEOs, as described in this Proxy Statement, and in a change in control severance policy for NEOs without an employment agreement. We believe that the terms for triggering payment under these arrangements are appropriate. For example, these arrangements use what is known as a “double trigger,” meaning that severance resulting from a change in control is paid only upon the occurrence of both a change in control of the Company and a qualifying loss of employment. In addition, a change in control under these arrangements is limited to situations where the acquiror obtains a majority of Nasdaq’s voting securities or the current members of our Board (or their approved successors) cease to constitute a majority of the Board. We do not provide tax gross-ups in connection with the change in control excise tax. For further information on Nasdaq’s limited severance arrangements, see “Employment Agreements and Potential Payments Upon Termination or Change in Control.” Other Because our executive compensation program emphasizes pay for performance, it includes few perquisites for our executives. Under her employment agreement, for security reasons, we provide Ms. Friedman with a company car and a security-trained driver for use when conducting Nasdaq business. Any incremental expense incurred as a result of her use of the car and driver for personal reasons is reported in the Summary Compensation Table included below under “Executive Compensation.” NEOs are eligible to receive basic financial planning services and executive health exams. In addition, like all employees and contractors, our executives are eligible to receive 100% corporate matching funds (and sometimes more for specific initiatives approved by the Company) for donations to an IRS-registered, 501(c)(3)-compliant organization, subject to certain limits. Participation in each of these programs is voluntary. We do not provide tax gross-up payments on perquisites.

  235. Risk Mitigation and Other Pay Practices

    Stock Ownership Guidelines We recognize the importance of stock ownership as an essential means of closely aligning the interests of our executives with the interests of our shareholders. In addition to using equity awards as a primary long-term incentive compensation tool, we have stock ownership guidelines for our senior executives, including our NEOs. Under its charter, the Management Compensation Committee reviews the stock ownership guidelines annually and verifies compliance. Under the guidelines, the covered executives are expected to own specified dollar amounts of our common stock based on a multiple of their base salary, as set forth in the table below.

  236. Risk Mitigation and Other Pay Practices

    Individual holdings, shares jointly owned with immediate family members or held in trust, RSUs (whether vested or unvested), shares underlying PSUs after completion of the performance period, and shares purchased or held through our plans, such as the Nasdaq ESPP, count toward satisfying the guidelines. New executives and executives who incur a material change in their responsibilities are expected to meet the applicable level of ownership within five years of their start date or the date of the change in responsibilities. All of the NEOs who were required to comply with the guidelines on December 31, 2023 were in compliance at such time. Stock Holding Guidelines We encourage our senior executives to retain equity grants until the applicable stock ownership level discussed above is reached. Under the stock ownership guidelines, these officers must hold the specified dollar amounts of stock through the end of their employment with Nasdaq. We feel that our guidelines provide proper alignment of the interests of our management and our shareholders and therefore, we do not have additional stock holding requirements beyond the stock ownership guidelines. Trading Controls and Hedging and Pledging Policies We prohibit directors and executive officers from engaging in securities transactions that allow them either to insulate themselves or profit from a decline in Nasdaq’s stock price (with the exception of selling shares outright in accordance with applicable laws and regulations). Specifically, these individuals may not enter into hedging transactions with respect to Nasdaq’s common stock, including short sales and transactions in derivative securities. Finally, these individuals may not pledge, hypothecate, or otherwise encumber their shares of Nasdaq common stock, including by holding such shares in a margin account. We permit all employees, including the NEOs, to enter into plans established under Rule 10b5-1 of the Exchange Act, enabling them to trade in our stock, including stock received through equity grants, during periods in which they might not otherwise be able to trade because material nonpublic information about Nasdaq has not been publicly released. These may include specific instructions to a broker to trade on behalf of the employee if our stock price reaches a specified level or if certain other events occur. Therefore, the employee no longer controls the decision to trade or the timing of the trade. Additionally, all 10b5-1 plans adopted by our executive officers and directors are subject to applicable SEC regulations. Incentive Recoupment Policies We have adopted the following incentive recoupment, or “clawback,” policies.

  237. Executive Compensation Tables

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Adena T. Friedman | 2023 | $1,250,000 | — | $12,551,660 | — | $4,653,812 | $43,280 | $18,498,752 | | Chair and CEO | 2022 | $1,250,000 | — | $12,378,830 | $9,999,975 | $4,372,748 | $43,752 | $28,045,305 | | | 2021 | $1,250,000 | — | $12,864,768 | — | $5,799,474 | $51,651 | $19,965,893 | | Sarah Youngwood EVP and CFO | 2023 | $43,077 | $500,000 | $10,863,114 | — | $125,000 | $15,000 | $11,546,191 | | Ann M. Dennison | 2023 | $629,808 | — | $2,683,143 | — | $1,229,732 | $2,107,538 | $6,650,221 | | Former EVP and CFO | 2022 | $568,269 | | $1,547,306 | | $1,144,020 | $37,560 | $3,297,155 | | | 2021 | $529,630 | — | $1,543,459 | — | $1,415,845 | $31,891 | $3,520,825 | | Tal Cohen | 2023 | $698,077 | — | $2,413,740 | | $1,338,959 | $19,800 | $4,470,576 | | President | 2022 | $586,539 | — | $5,488,332 | — | $1,420,551 | $18,300 | $7,513,722 | | P.C. Nelson Griggs | 2023 | $698,077 | | $2,413,740 | | $1,263,829 | $19,800 | $4,395,446 | | President | 2022 | $593,269 | — | $5,466,064 | — | $1,290,492 | $18,300 | $7,368,125 | | | 2021 | $575,000 | — | $2,058,297 | — | $1,640,065 | $18,778 | $4,292,140 | | Brendan Brothers(6) EVP and Head of Financial Crime Management Technology | 2023 | $419,523 | — | $1,459,255 | — | $3,320,782 | $24,270 | $5,223,830 |

  238. Employment Agreements and Potential Payments Upon Termination or Change in Control

    Employment Agreements and Potential Payments Upon Termination or Change in Control We currently have employment arrangements with two of our NEOs: Ms. Friedman and Ms. Youngwood. In addition to the employment arrangements, we have entered into continuing obligations agreements with the NEOs related to confidentiality and intellectual property protection. Ms. Friedman’s employment agreement prohibits her from rendering services to a competing entity for two years following her last date of employment. To receive certain termination payments and benefits, Ms. Friedman must execute a general release of claims against Nasdaq. In addition, termination payments and benefits may be discontinued if she breaches the restrictive covenants in either the employment agreement or the continuing obligations agreement. Each employment arrangement sets forth the payments and benefits the applicable NEO will receive under various termination scenarios. For further information about these payments and benefits, see “Executive Compensation – Executive Compensation Tables – Estimated Termination or Change in Control Payments and Benefits.”

  239. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (as defined in Item 402(v)) and performance. The amounts in this Pay Versus Performance section may not sum due to rounding additive figures to the nearest dollar.

  240. Pay Versus Performance

    | | | | Average Summary | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year (a) | Summary Compensation Table Total for Principal Executive Officer (PEO) (b) 1,2 | Compensation Actually Paid to PEO 1,3 (c) | Compensation Table Total for Non- PEO Named Executive Officers (NEOs) 1,4 (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers 1,5 (e) | Nasdaq Total Shareholder Return (f) | 2023 Peer Group Total Shareholder Return 6 (g1) | 2022 Peer Group Total Shareholder Return 7 (g2) | Net Income (millions) 8 (h) | Non-GAAP Operating Income (millions) 9 (i) | | 2023 | $18,498,752 | $9,815,212 | $6,457,253 | $5,281,897 | $173 | $155 | $132 | $1,059 | $1,938 | | 2022 | $28,045,305 | $25,888,844 | $6,391,803 | $6,467,133 | $179 | $134 | $111 | $1,125 | $1,820 | | 2021 | $19,965,893 | $69,015,180 | $3,411,044 | $11,672,259 | $202 | $151 | $133 | $1,187 | $1,849 | | 2020 | $15,807,618 | $31,960,132 | $3,970,881 | $7,136,488 | $126 | $111 | $120 | $933 | $1,530 |

  241. Pay Versus Performance

    | 1. | The Principal Executive Officer (PEO) non-PEO NEOs from 2020–2023 were as detailed in the table below. |

  242. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | | PEO | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | | | Michael Ptasznik | Ann M. Dennison | Ann M. Dennison | Sarah Youngwood | | | Lauren B. Dillard | Michael Ptasznik | Tal Cohen | Ann M. Dennison | | Non-PEO NEOs | P.C. Nelson Griggs | Lauren B. Dillard | P.C. Nelson Griggs | Tal Cohen | | | Bradley J. Peterson | P.C. Nelson Griggs | Bradley J. Peterson | P.C. Nelson Griggs | | | | Bradley J. Peterson | | Brendan Brothers |

  243. Pay Versus Performance

    | 2. | The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Friedman for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table.” |

  244. Pay Versus Performance

    | 3. | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Ms. Friedman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Friedman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Friedman’s total compensation for each year to determine the compensation actually paid: |

  245. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Deduction for Reported Change in Actuarial Present Valuesª | Reported Value of Equity Awards | Total PEO Equity Award Adjustments b | Compensation Actually Paid to PEO | | 2023 | $18,498,752 | $0 | ($12,551,660) | $3,868,120 | $9,815,212 |

  246. Pay Versus Performance

    | a. | Adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid. |

  247. Pay Versus Performance

    | b. | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  248. Pay Versus Performance

    | EXECUTIVE COMPENSATION

  249. Pay Versus Performance

    | | | Total PEO Equity Award Adjustments | | | | | Year | Grant Date Fair Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Fair Value of Equity Awards Granted During the Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Value of Awards Granted in Prior Years Vesting During the Covered Year | Total PEO Equity Award Adjustments | | 2023 | ($12,551,660) | $12,234,909 | ($6,211,274) | ($2,155,515) | $3,868,120 |

  250. Pay Versus Performance

    | 4. | The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. |

  251. Pay Versus Performance

    | 5. | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year . In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 3: |

  252. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Non-PEO NEO Equity Award Adjustments a | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $6,457,253 | ($3,966,598) | $2,791,242 | $5,281,897 |

  253. Pay Versus Performance

    | a. | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  254. Pay Versus Performance

    | | | Average Non-PEO NEO Equity Award Adjustments | | | | | | | Year | Grant Date Fair Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Fair Value of Equity Awards Granted During the Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value of Awards Granted and Vesting in the Covered Year | Value of Awards Granted in Prior Years Vesting During the Covered Year | Change in Fair Value of Awards that Failed to Meet Applicable Vesting Conditions | Average Non-PEO NEO Equity Award Adjustments | | 2023 | ($3,966,598) | $3,519,513 | ($474,941) | $28,489 | ($262,448) | ($19,370) | $2,791,242 |

  255. Pay Versus Performance

    | 6. | Represents the cumulative TSR measured from 12/31/2019 through the end of each year shown for the S&P 500 GICS 4020 Index, identified by Nasdaq as the “New Peer Group” in its 2023 10-K for the purposes of Item 201(e) of Regulation S-K. Nasdaq specifically changed its Peer Group to this Index because it reflects a blend of exchanges, as well as data, financial technology, and banking companies that align more closely with Nasdaq’s diverse business and competitors. |

  256. Pay Versus Performance

    | 7. | Represents the cumulative TSR measured from 12/31/2019 through the end of each year shown for a custom peer group, as disclosed by Nasdaq for the purposes of Item 201(e) of Regulation S-K, reflecting the “2022 Peer Group.” The 2022 Peer Group will be replaced by the “2023 Peer Group” or “New Peer Group” going forward. The 2022 Peer Group for each of 2022, 2021, and 2020 was comprised of the same peer companies. TSR figures shown are calculated based on weightings according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated, in accordance with Item 201(e) of Regulation S-K. The TSR calculations applicable to last year’s comparable disclosure for the purposes of Item 201(e) of Regulation S-K for the 2022 Peer Group were calculated based on weightings according to each peer company’s stock market capitalization at the end of each period for which a return is indicated. |

  257. Pay Versus Performance

    | 8. | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  258. Pay Versus Performance

    | 9. | The Company believes Non-GAAP Operating Income is the financial performance measure most closely linked to the calculation of compensation actually paid. Non-GAAP Operating Income is defined as set forth in footnote 1 of the “Corporate Objectives Performance vs. Goals” table on page 76 of this Proxy Statement. See also Annex A of this Proxy Statement for more information on adjustments to non-GAAP measures. |

  259. Pay Versus Performance

    | EXECUTIVE COMPENSATION Analysis of the Information Presented in the Pay versus Performance Table The tables and graphs above demonstrate that over the measurement period, compensation actually paid for the PEO and non-PEO NEOs trended directionally with the Company’s cumulative TSR and net income from 2020 to 2023. While compensation actually paid also correlated with the Company Selected Measure (Non-GAAP Operating Income) from 2020 to 2022, compensation actually paid decreased from 2022 to 2023 even as the Company Selected Measure increased. The changes in compensation actually paid are largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed the peer group. | EXECUTIVE COMPENSATION Tabular List of Financial Performance Measures The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s PEO and non-PEO NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

  260. Pay Versus Performance

    | • | Non-GAAP Operating Income |

  261. Pay Versus Performance

    | • | Net Revenue |

  262. Pay Versus Performance

    | • | ARR |

  263. Pay Versus Performance

    | • | Non-GAAP Diluted EPS |

  264. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our principal executive officer, Adena T. Friedman, who serves as our Chair and CEO, and the ratio of these two amounts. The SEC’s CEO pay ratio rules permit us to use the same median employee for comparison purposes for up to three years, unless there has been a change in our employee population or compensation arrangements that we reasonably believe would result in a significant change in the disclosure. We have used the same median employee for years 2023, 2022 and 2021, as our employee population and compensation arrangements have not significantly changed. In accordance with SEC rules, for purposes of the CEO pay ratio, we have excluded the 1,955 Adenza employees that joined Nasdaq when we acquired Adenza in November 2023; such employees will be included in the employee population calculations for fiscal year 2024 when we determine a new median employee. Our methodology to identify the median of the annual total compensation of all employees in 2021 included the following assumptions, adjustments, and estimates:

  265. CEO Pay Ratio

    | • | We identified the median employee by reviewing the 2021 actual total compensation (which consists of the employee’s base salary, actual bonus paid in 2021, and grant date value of actual equity awards granted in 2021) of all full-time, part-time, and hourly employees employed by us as of October 22, 2021. |

  266. CEO Pay Ratio

    | • | Consistent with the applicable rules, in 2021, we excluded certain employees from our total employee population in determining our median employee. |

  267. CEO Pay Ratio

    | – | As permitted under the non-U.S. de minimis exemption, we excluded 270 employees located in jurisdictions outside of the United States, as follows: (i) three employees in Belgium, (ii) five employees in Italy, (iii) three employees in South Korea, (iv) three employees in the Netherlands, (v) 251 employees in the Philippines, (vi) two employees in Saudi Arabia, (vii) one employee in Turkey, and (viii) two employees in the United Arab Emirates. |

  268. CEO Pay Ratio

    | – | Following the application of these exclusions, the total number of employees used in our median employee analysis was 5,463 (3,041 employees from North America, 1,718 employees from Europe, the Middle East, and Africa, and 704 employees from the Asia Pacific region). |

  269. CEO Pay Ratio

    | • | We annualized 2021 base cash compensation for full-time and part-time permanent employees who were hired after January 1, 2021. |

  270. CEO Pay Ratio

    | • | All base cash compensation for employees outside the U.S. was converted to U.S. dollars based on a conversion rate published in our internal human resources system that is updated annually. |

  271. CEO Pay Ratio

    | • | We did not make any cost-of-living adjustments or full-time equivalent adjustments in identifying the median employee. |

  272. CEO Pay Ratio

    Using this methodology, we determined that the median employee was an exempt, full-time professional employee located in the U.S. Based on those factors, we determined the 2023 CEO Pay Ratio as such:

  273. CEO Pay Ratio

    | • | The 2023 annual total compensation of Ms. Friedman was $18,498,752. |

  274. CEO Pay Ratio

    | • | Based on the same methodology used in calculating the total reflected in the Summary Compensation Table, the 2023 annual total compensation of the median employee was $117,468. |

  275. CEO Pay Ratio

    | • | The ratio of the 2023 annual total compensation of Ms. Friedman to the 2023 annual total compensation of the median employee was 157 to 1. |

  276. CEO Pay Ratio

    Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to identify the median employee and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Other companies have different employee populations and compensation practices and utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Audit & Risk

  277. Nasdaq Accessibility Network

    Nasdaq Accessibility Network Nasdaq Accessibility Network is for employees who have disabilities themselves, who have disabilities in their families, or who have an interest in accessibility topics.