DEF 14A of Nasdaq, Inc.
Filed Apr 28, 2025 · FY20240001193125-25-100786
Acronyms and Certain Defined Terms
Acronyms and Certain Defined Terms
Acronyms and Certain Defined Terms
| AI | Artificial Intelligence | | ARR | Annualized Recurring Revenue | | AUM | Assets Under Management | | CEO | Chief Executive Officer | | CFO | Chief Financial Officer | | CIO | Chief Information Officer | | COBRA | Consolidated Omnibus Budget Reconciliation Act | | CTO | Chief Technology Officer | | ECIP | Executive Corporate Incentive Plan | | EPS | Earnings Per Share | | Equity Plan | Nasdaq’s Equity Incentive Plan | | ERM | Enterprise Risk Management | | ESPP | Employee Stock Purchase Plan | | ETP | Exchange Traded Product | | 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, 2024, as filed with the SEC on February 21, 2025 | | GAAP | U.S. Generally Accepted Accounting Principles | | 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 | | PSU | Performance Share Unit | | RSU | Restricted Stock Unit | | S&P | Standard & Poor’s | | SaaS | Software as a Service | | SEC | U.S. Securities and Exchange Commission | | SVP | Senior Vice President | | TSR | Total Shareholder Return | | VP | Vice President |
Acronyms and Certain Defined Terms
| | NASDAQ PROXY STATEMENT |
Acronyms and Certain Defined Terms
| About Nasdaq | 1 | | Meeting Notice | 4 | | Voting Summary | 5 | | Shareholder Engagement | 7 | | Year-round Engagement | 8 | | Meaningful Actions | 10 | | Our Board | 11 | | Proposal 1: Election of Directors | 12 | | Director Nominees | 13 | | Director Identification and Evaluation | 14 | | Board Composition | 15 | | Board Refreshment and Nominations | 17 | | Director Biographies | 19 | | Board Committees | 31 | | Director Compensation | 36 | | Governance | 39 | | Governance Highlights | 40 | | Corporate Governance Framework | 41 | | Board Leadership Structure | 41 | | Board Independence | 44 | | Committee Independence and Expertise | 44 | | Director Onboarding | 45 | | Director Education | 45 | | Board Assessment Process | 45 | | Service on Other Public Company Boards | 47 | | Board Meetings and Attendance | 47 | | Company Oversight | 48 | | Other Policies and Practices | 51 | | Communicating with the Board | 54 | | Executive Officers | 55 | | Executive Compensation | 59 | | Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis | 60 | | Compensation Discussion and Analysis | 61 | | Management Compensation Committee Report | 90 | | Executive Compensation Tables | 91 | | Employment Agreements and Potential Payments Upon Termination or Change in Control | 96 | | Pay Versus Performance | 104 | | CEO Pay Ratio | 108 |
Acronyms and Certain Defined Terms
| Audit & Risk | 109 | | Audit & Risk Committee Report | 110 | | Annual Evaluation and 2025 Selection of Independent Auditor | 110 | | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 112 | | Other Items | 113 | | Proposal 4: Approval of an Amendment to Nasdaq’s Charter to Provide for Limited Officer Exculpation | 114 | | Other Business | 116 | | Security Ownership of Certain Beneficial Owners and Management | 116 | | Delinquent Section 16(a) Reports | 118 | | Certain Relationships and Related Transactions | 119 | | Annual Meeting FAQs | 121 | | Annex A | 127 | | Non-GAAP Financial Measures | 128 | | Annex B | 133 | | Form of Amendment to Amended and Restated Certificate of Incorporation | 134 |
Acronyms and Certain Defined Terms
2025 NASDAQ PROXY STATEMENT About Nasdaq The Trusted Fabric of the Financial System Positioned at the nexus of technology and the capital markets, Nasdaq provides premier platforms and services for global capital markets and beyond with leading technology, insights, and markets expertise. Our Foundational Pillars Liquidity Enhance liquidity by modernizing markets with innovative technology. Transparency Provide access and transparency to capital markets to enable economic growth and empower informed investment and capital markets decision-making. Integrity Ensure and enhance the integrity of the world’s financial system through regulatory compliance and financial crime management technology solutions. Our Solutions Market Platforms - Modernizing Markets Advancing the modernization of markets to create more sustainable and trusted financial networks enabling markets to reach their full potential. Capital Access Platforms - Navigating Market Complexity Enabling economic growth through access to capital and transparency, and helping clients navigate the capital markets, and drive governance excellence. Financial Technology - Solving Market Challenges Providing world-class technology to solve the biggest challenges across risk management, regulatory compliance, and capital markets workflows and infrastructure. Our Purpose Empowering Economic Opportunity Our Purpose drives us to power stronger economies and contribute to a more sustainable world to help our communities, clients, and employees reach their full potential. Nasdaq Foundation The Nasdaq Foundation works to connect business, capital, and innovative ideas to foster financial literacy and entrepreneurship. Nasdaq Entrepreneurial Center The Nasdaq Entrepreneurial Center is a non-profit organization building a better path for entrepreneurs worldwide. Employee & Corporate Giving Nasdaq’s global Corporate Social Responsibility program partners with non-profit organizations and encourages giving and community involvement through volunteering. Our People The cornerstone of our culture, growth, and success. We continued to strengthen our commitment to, and investment in, attracting, retaining, developing, and motivating our employees during 2024. With a 94% participation rate, our most recent 2024 engagement survey results reached a record high rating of 80% favorable, with 14% neutral, placing us in the top 10% of tech companies. Additional information regarding our human capital management matters can be found in our annual Sustainability Report and our Form 10-K. Innovation Nasdaq seeks to hire and develop world-class and innovative talent across the globe. We continue to invest in professional development for our employees, including a new AI training initiative, which saw 98% participation during 2024 in at least one program to bolster their AI knowledge and skills. Integrity Our commitment to integrity remains at the center of all we do and 90% of employees report being proud to work at Nasdaq. Additional information on operating with integrity can be found under Global Ethics and Compliance. 2 2025 NASDAQ PROXY STATEMENT Delivering For Our Shareholders 2024 Business Results $4.6B 7% $647B Net revenue1 ARR growth over the Average ETP AUM at fourth quarter of 2023 December 31, 2024 $1.9B 80% 39% 54% Operating Win rate among eligible Operating Operating Margin cash flow operating company IPOs2 Margin GAAP Non-GAAP Value Creation TOTAL SHAREHOLDER RETURN3 9% >$650M >$800M Increase to Returned to shareholders Net repayment of outstanding quarterly dividend in dividends and share indebtedness in 2024 repurchases in 2024 1. Represents revenue less transaction-related expenses. 2. Eligible IPO win rate only includes companies that meet quantitative Nasdaq listing standards. 3. For purposes of the TSR shown on this page, TSR represents the change in value of the security or index including both price appreciation or depreciation and reinvested cash dividends of the respective security or index over the period indicated. 4. The decrease in our GAAP diluted EPS for 2024 as compared with 2023 was primarily due to higher amortization expense associated with the Adenza acquisition, the Adenza restructuring charges (further described in our Form 10-K), as well as additional interest expense and higher share count related to the funding of the Adenza acquisition. Additional interest expense and higher share count related to the funding of the Adenza acquisition also impacted our non-GAAP diluted EPS. GAAP diluted EPS decreased 7% in 2024, and Non-GAAP diluted EPS increased 11% organically excluding the impacts from acquisition and changes from foreign currency exchange rates. 3
Acronyms and Certain Defined Terms
| INTRODUCTION |
Election of Directors
Election of Directors
Election of Directors
| | The Board unanimously recommends that shareholders vote FOR each nominee to serve as a director. |
Election of Directors
The business and affairs of Nasdaq are managed under the direction of our Board. Our directors have diverse backgrounds, attributes, and experiences that provide valuable insights for the Board’s oversight of the Company. Pursuant to our Amended and Restated Certificate of Incorporation and By-Laws and based on our governance needs, the Board determines the total number of directors. The Board is authorized to have 12 directors following our 2025 Annual Meeting. Each of the 12 nominees identified in this Proxy Statement has been nominated by our Nominating & Governance Committee and Board for election to a one-year term expiring at our 2026 Annual Meeting of Shareholders. Each elected director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, disability, disqualification, removal, or resignation. All nominees have consented to be named in this Proxy Statement and to serve on the Board, if elected. In an uncontested election, our directors are elected by a majority of votes cast at any meeting for the election of directors at which a quorum is present. This election is an uncontested election, and therefore, each of the 12 nominees must receive the affirmative vote of a majority of the votes cast to be duly elected to the Board. Any shares not voted, including as a result of abstentions or broker non-votes, will not impact the vote. Our Corporate Governance Guidelines require that, in an uncontested election, an incumbent director must submit an irrevocable resignation as a condition to his or her nomination for election. If an incumbent director fails to receive the requisite number of votes in an uncontested election, the irrevocable resignation becomes effective and such resignation will be considered by the Nominating & Governance Committee, which will recommend to the full Board whether or not to accept the resignation. The Board will act on the Nominating & Governance Committee’s recommendation and disclose publicly its decision-making process with respect to the resignation. Each of the incumbent directors has submitted an irrevocable resignation. Current Board members, from left to right: Essa Kazim, Alfred W. Zollar, Holden Spaht, Charlene T. Begley, Toni Townes-Whitley, Adena T. Friedman, Thomas A. Kloet, Michael R. Splinter, Kathryn A. Koch, Jeffery W. Yabuki, Johan Torgeby, and Melissa M. Arnoldi.
Election of Directors
| | NASDAQ PROXY STATEMENT |
Director Nominees(1)
Director Nominees(1)
Director Nominees(1)
| | Melissa M. Arnoldi, 52 Director Since: 2017 | Non-Industry; Public EVP and General Manager for Business Solutions, AT&T, Inc. Other Public Company Boards: 0 Committee Memberships: ● Finance ● Management Compensation | | Charlene T. Begley, 58 Director Since: 2014 | Non-Industry; Public Retired SVP and CIO, General Electric Company Other Public Company Boards: 2 Committee Memberships: ● Audit & Risk ● Nominating & Governance (Chair) | | | Adena T. Friedman, 55 Director Since: 2017 | Staff Chair and CEO, Nasdaq Other Public Company Boards: 0 Committee Memberships: ● Finance | | Essa Kazim, 66 Director Since: 2008 | Non-Industry Governor, Dubai International Financial Centre Other Public Company Boards: 1 Committee Memberships: ● Finance | | | Thomas A. Kloet, 66 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, 44 Director Since: 2024 | Non-Industry; Public President and CEO, The TCW Group, Inc. Other Public Company Boards: 0 Committee Memberships: ● Management Compensation | | | Holden Spaht, 50 Director Since: 2023 | Non-Industry Managing Partner, Thoma Bravo Other Public Company Boards: 0 Committee Memberships: ● Finance | | Michael R. Splinter, 74 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 & Governance | | | Johan Torgeby, 50 Director Since: 2022 | Non-Industry President and CEO, Skandinaviska Enskilda Banken (SEB) Other Public Company Boards: 1 Committee Memberships: ● Finance (Chair) | | Toni Townes-Whitley, 61 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, 65 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 (Chair) ● Nominating & Governance | | Alfred W. Zollar, 70 Director Since: 2019 | Non-Industry; Public Former Executive Partner, Siris Capital Group, LLC Other Public Company Boards: 2 Committee Memberships: ● Audit & Risk ● Nominating & Governance |
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. |
Director Nominees by Shareholders
Director Nominees by Shareholders We are obligated by stockholders’ agreements with each of Borse Dubai and Investor AB 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. His Excellency Kazim is the individual designated by Borse Dubai as its nominee, and Mr. Torgeby is the individual designated by Investor AB as its nominee.
Director Recruitment Process
Director Recruitment Process
Director Recruitment Process
| | Board composition is regularly analyzed to ensure alignment with strategy. | | | Nominating & Governance 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 & Governance Committee reviews candidate recommendations from directors, management, and other stakeholders and determines whether to approach potential candidates. | | | Nominating & Governance 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: Five new directors have been nominated to serve on our Board over the last four years—each bringing a fresh perspective, varied background, and unique skill set. |
Director Recruitment Process
2021 Toni Townes-Whitley Brings extensive operational experience in leadership roles at public technology companies, including serving as CEO of SAIC since October 2023, bringing invaluable insights as Nasdaq continues its transformation into a scalable platform company and expands our product innovation efforts using AI and the cloud. 2022 Johan Torgeby Brings deep experience from more than 15 years in various leadership roles, including currently serving as CEO, of a large Nordic financial services company, with critical perspectives on European capital markets and crime issues facing global banks, including financial crime management and regulatory offerings and solutions. 2023 Jeffery W. Yabuki Adds decades of experience in financial services and technology, including serving as CEO of Fiserv, contributing key expertise regarding anti-financial crime, payments and corporate strategy, as well as executive compensation. 2023 Holden Spaht Provides critical expertise regarding our AxiomSL and Calypso products, solutions and customer relationships, coupled with vast experience with technology and software companies from his role as an executive with a large fintech-focused private equity firm. 2024 Kathryn A. Koch Provides valuable perspective as the leader of a global asset management firm, bringing extensive expertise in investment management and client engagement that can help our various businesses strengthen their One Nasdaq approach to deepening and broadening client relationships.
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| Director Biographies The following is additional information about each of the director nominees including career highlights, public company director positions held currently or at any time during the last five years, and the specific qualifications, experience, or skills that led the Nominating & Governance Committee and our public company Board to determine that the nominee should serve as one of our directors. Each of our nominees was last elected by shareholders at the 2024 Annual Meeting of Shareholders. |
Director Recruitment Process
| Melissa M. Arnoldi EVP and General Manager for Business Solutions, AT&T Inc. Age: 52 Director Since: 2017 Independent United States Committee Membership ● Finance ● Management Compensation | Career Highlights Melissa M. Arnoldi has been the EVP and General Manager for Business Solutions with P&L responsibility for AT&T’s $33 billion Business Solutions portfolio since July 2024. AT&T Business serves nearly 2.5 million business customers around the globe across private and government sectors, including nearly all Fortune 1000 companies. In her prior role, from August 2021 to June 2024, Ms. Arnoldi was the Chief Customer Officer for AT&T Consumer, leading field technician and contact center teams that supported 180 million annual customer interactions. She was also responsible for Billing Operations, Fraud, and Compliance. 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 ● Innovative technology leader with experience in cybersecurity, software development, and network operations ● Broad expertise in providing a superior customer experience ● Strategic thinker with global business and operational capabilities Select Professional and Community Contributions ● Former Director of Sky Mexico ● Former Director of the Girl Scouts of Northeast Texas ● Former Member of the National Action Council for Minorities in Engineering |
Director Recruitment Process
| 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 ● Extensive leadership experience of highly complex and global industrial, consumer, and technology businesses ● Significant risk management experience as a member of the executive-level Risk Management Committee at GE ● Broad financial and audit expertise from prior roles at GE and service on the audit committees of several public companies Current Public Company Boards ● Hilton Worldwide Holdings Inc.: Audit Committee (Chair), Nominating & Governance Committee ● SentinelOne, Inc.: Audit Committee (Chair) | Charlene T. Begley Retired SVP and CIO, General Electric Company Age: 58 Director Since: 2014 Independent United States Committee Membership ● Audit & Risk ● Nominating & Governance (Chair) |
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| Adena T. Friedman Chair and CEO, Nasdaq Age: 55 Director Since: 2017 United States Committee Membership ● Finance | 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 ● More than 30 years of industry leadership and expertise, including over five years as Nasdaq’s CEO ● Significant contributions that shaped Nasdaq’s strategic transformation to a leading global exchange and technology solutions company with operations on six continents ● Deep strategy, financial, M&A, and product development experience Select Professional and Community Contributions ● Member of the Vanderbilt University Board of Trust ● Director of the Federal Reserve Bank of New York ● Director of the Business Roundtable and Chair of the Business Roundtable’s Technology Committee |
Director Recruitment Process
| 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 ● Extensive leadership of a complex regulated business in the financial services industry ● Broad knowledge of international markets with experience in finance, accounting, and corporate strategy ● Global perspective, as well as a representative of a large shareholder Select Professional and Community Contributions ● Deputy Chairman of the Supreme Legislation Committee in Dubai ● Member of the Dubai Securities and Exchange Higher Committee ● Member of the Dubai Supreme Fiscal Committee ● Board Member of the Dubai Free Zones Council Current Public Company Boards ● Emirates Telecommunications Group Company PJSC (Vice Chairman): Nominations and Remuneration Committee, Risk Committee | Essa Kazim Governor, Dubai International Financial Centre Age: 66 Director Since: 2008 Independent United Arab Emirates Committee Membership ● Finance |
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| Thomas A. Kloet Retired CEO and Executive Director, TMX Group Limited Age: 66 Director Since: 2015 Independent United States Committee Membership ● Audit & Risk (Chair) | 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 ● Leadership of complex regulated businesses in the financial services industry ● Broad knowledge of international markets with experience in finance, accounting, and corporate strategy ● 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 Select Professional and Community Contributions ● Chair of the Boards of Nasdaq’s U.S. exchange subsidiaries ● Chair of the Board of Northern Funds, which offers 43 portfolios, and Northern Institutional Funds, which offers 7 portfolios ● Member of the FIA Hall of Fame |
Director Recruitment Process
| 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 ● 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 ● Deep public shareholder context and perspective given her prior role leading a $300 billion public equity business ● Sustainability 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 Select Professional and Community Contributions ● Member of the University of Notre Dame’s Board of Trustees ● Director of The Toigo Foundation ● Member of the Spence School’s Board of Trustees ● Member of the Transaction Advisory Services Advisory Board for TIFF Investment Management | Kathryn A. Koch President and CEO, The TCW Group, Inc. Age: 44 Director Since: 2024 Independent United States Committee Membership ● Management Compensation |
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| Holden Spaht Managing Partner, Thoma Bravo Age: 50 Director Since: 2023 Independent United States Committee Membership ● Finance | Career Highlights Holden Spaht has served as a Managing Partner at Thoma Bravo, one of the largest software-focused investors in the world, since November 2013. Mr. Spaht is responsible for leading the firm’s application software strategy, with a specific focus on the financial technology, e-commerce, education, and office of the CFO spaces, among other sectors. He also serves on the investment committees for all Thoma Bravo funds and on the boards of directors of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. He joined Thoma Bravo in 2005 and has played a key role in the firm’s growth and success in software private equity. He began his career as an Analyst at Morgan Stanley in New York and subsequently held Analyst and Associate roles at Thomas H. Lee Partners in Boston and Morgan Stanley in London and San Francisco. Impact on Board ● Vast business and director experience at technology and software companies ● Specific knowledge about Nasdaq’s AxiomSL and Calypso businesses through Thoma Bravo’s prior ownership of those businesses ● Perspective of a large shareholder in Nasdaq, as well as a private equity investor in the fintech industry Select Professional and Community Contributions ● President and Chair of the Spaht Family Foundation ● Former Board Chair of the Schools of the Sacred Heart – San Francisco Other Public Company Boards in the Past Five Years ● Instructure Holdings, Inc. |
Director Recruitment Process
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Director Recruitment Process
| 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 CEO from 2003 to 2013. 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 ● Leadership of a complex global technology business ● Extensive background in international public company governance at a Nasdaq-listed company ● Management development, compensation, and succession planning experience Select Professional and Community Contributions ● Chair of the Board of Trustees for Natcast, the non-profit designated to operate the National Semiconductor Technology Center ● Member of the National Academy of Engineers ● Splinter Scholarships for Diversity in Engineering at University of Wisconsin Current Public Company Boards ● Kioxia Holdings Corporation: Nomination and Compensation Advisory Committee ● Taiwan Semiconductor Manufacturing Company Limited: Audit and Risk Committee, Compensation and People Development Committee (Chair) ● Tigo Energy, Inc.: Compensation Committee (Chair), Nominating and Corporate Governance Committee Other Public Company Boards in the Past Five Years ● Gogoro Inc. | Michael R. Splinter Lead Independent Director, Nasdaq Retired Chairman and CEO, Applied Materials, Inc. Age: 74 Director Since: 2008 Independent United States Committee Membership ● Management Compensation ● Nominating & Governance |
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| Johan Torgeby President and CEO, Skandinaviska Enskilda Banken (SEB) Age: 50 Director Since: 2022 Independent Sweden Committee Membership ● Finance (Chair) | 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 19,000 employees who serve more than 3,100 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 Corporate & Investment Banking division at SEB. He joined SEB in 2009 from Morgan Stanley & Co. Impact on Board ● Leadership of a prominent Nordic financial services group, with experience in fintech, anti-financial crime, and risk management ● Extensive background in capital markets at a Nasdaq-listed company ● European perspective, as well as a representative of a large shareholder Select Professional and Community Contributions ● Director of Finance Sweden ● Director of the Institute of International Finance ● Director of Mentor Sweden ● Director of Institut International d’Études Bancaires (IIEB) ● Director of European Business Leaders’ Convention Current Public Company Boards ● Skandinaviska Enskilda Banken |
Director Recruitment Process
| 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 ● Extensive background in the technology industry and with driving digital transformations ● Leads a company of approximately 24,000 employees, resulting in significant knowledge of human capital management topics ● Sustainability 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 Select Professional and Community Contributions ● Director of the Thurgood Marshall College Fund ● Director, Catalyst Organization ● Advisory Board Member for the Princeton University Faith & Work Initiative ● Former Trustee of Johns Hopkins Medicine Current Public Company Boards ● SAIC: Risk Oversight Committee Other Public Company Boards in the Past Five Years ● Empowerment & Inclusion Capital I Corp. ● Marathon Petroleum Corporation ● The PNC Financial Services Group, Inc. | Toni Townes-Whitley CEO, Science Applications International Corp. (SAIC) Age: 61 Director Since: 2021 Independent United States Committee Membership ● Audit & Risk ● Management Compensation |
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| Jeffery W. Yabuki Chairman and CEO, InvestCloud Chairman and Founding Partner, Motive Partners Age: 65 Director Since: 2023 Independent United States Committee Membership ● Management Compensation (Chair) ● Nominating & Governance | 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 ● Significant leadership experience of a highly complex global financial services company ● Broad knowledge of fintech, payments, anti-financial crime, and corporate strategy ● Extensive service on the boards of several large public companies Select Professional and Community Contributions ● Founder of The Yabuki Family Foundation ● Chair of the Milwaukee Art Museum Board of Trustees ● Trustee at the Los Angeles County Museum of Art ● Director of Project Healthy Minds ● Trustee of the United States-Japan Foundation ● Sheldon B. Lubar Executive in Residence at the Lubar College of Business at the University of Wisconsin-Milwaukee Current Public Company Boards ● Royal Bank of Canada: Human Resources Committee, Risk Committee ● Sportradar Group AG (Board Chair) Other Public Company Boards in the Past Five Years ● Fiserv, Inc. ● SentinelOne, Inc. |
Director Recruitment Process
| Career Highlights Alfred W. Zollar was an Executive Advisor with Siris Capital Group, LLC from March 2021 to November 2024. 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 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 ● Career technologist with skills in product development, customer satisfaction, and strategy ● Broad leadership experience, including senior management positions in every IBM software group division ● Extensive service on the boards of several large public companies Select Professional and Community Contributions ● Director of EL Education ● Director of the Eagle Academy Foundation ● Trustee of the UC San Diego Foundation ● Lifetime Member of the National Society of Black Engineers ● Member of the Executive Leadership Council Current Public Company Boards ● International Business Machines Corporation: Directors and Corporate Governance Committee ● BNY: Risk Committee, Technology Committee (Chair) Other Public Company Boards in the Past Five Years ● Public Service Enterprise Group Incorporated | Alfred W. Zollar Former Executive Partner, Siris Capital Group, LLC Age: 70 Director Since: 2019 Independent United States Committee Membership ● Audit & Risk ● Nominating & Governance |
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| Board Committees Our Board has four standing Committees: Audit & Risk, Finance, Management Compensation, and Nominating & Governance. 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. In addition, our Board has an ad hoc Executive Committee that can be convened in exigent circumstances. The Executive Committee consists of the Board Chair, the Lead Independent Director, and the Chairs of each of the four standing Committees. The Executive Committee did not meet in 2024. Audit & Risk Committee Key Objectives: ● Oversees Nasdaq’s financial reporting process and reviews the financial statements and disclosures in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and quarterly earnings releases. ● Appoints, retains, approves the compensation of, and oversees the independent registered public accounting firm. ● Reviews the adequacy and effectiveness of Nasdaq’s internal control framework and Sarbanes-Oxley compliance program. ● Reviews and approves or ratifies all related person transactions, as further described below under “Certain Relationships and Related Transactions.” ● Reviews and discusses with management Nasdaq’s compliance programs, Global Employee Ethics Program, and SpeakUp! Program (which includes the confidential whistleblower process). ● Reviews and discusses with management the Company’s Enterprise Risk Framework, including risk governance structure, risk assessment, and risk management practices and guidelines. ● Reviews and discusses with management the adequacy and effectiveness of Nasdaq’s privacy and technology controls, including the Company’s Information Security program, and approves the Information Security Charter and Information Security Policy. ● Oversees the Internal Audit function, including approval of the annual Internal Audit Plan, review of the function’s effectiveness according to industry standards, and discussion of the adequacy of budget and staffing. ● Reviews the appointment, replacement, removal, and remuneration of the Chief Audit Executive. ● Reviews and recommends to the Board for approval the Company’s regular dividend payments. ● Reviews and discusses with management the Company’s crisis preparedness regarding varied scenarios including geopolitical matters and cybersecurity incidents. 2024 Highlights: ● Discussed information security topics, including the cybersecurity threat landscape and cybersecurity considerations in connection with Nasdaq’s AI strategy and implementation and the Adenza integration. ● Reviewed the results of the biennial information security programs maturity assessment with the external consultant that conducted the assessment. |
Director Recruitment Process
| ● Oversaw the hiring of the new Chief Audit Executive. ● Reviewed the change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, as discussed further under “Executive Compensation – Compensation Discussion and Analysis.” ● Received briefings on: an intra-group transfer of intellectual property assets; Nasdaq’s model risk management program; Nasdaq’s privacy program; litigation matters; Nasdaq’s corporate insurance program; Nasdaq’s executive security program; critical audit matters; and the annual review of impairment testing. ● Conducted the annual review of the independent auditor relationship and recommended the retention of Ernst & Young LLP as the Company’s independent auditor. ● Received regular updates on the progress and status of the 2024 Internal Audit Plan and reviewed and approved the Internal Audit Plan for 2025. ● Approved Nasdaq’s policy on the use of non-GAAP measures and reviewed non-GAAP disclosures. ● Discussed risk considerations relating to AI and reviewed Nasdaq’s AI Risk Management and Responsible Use Policy. ● Received updates on third party risk management. Risk Oversight Role: ● Receives regular updates on risk matters from Group Risk Management and other functions within Nasdaq. ● Approves Nasdaq’s Risk Appetite Statement and recommends to the Board for approval the Company’s ERM Policy. ● Receives periodic reports on risk tolerances that measure management’s compliance with the risk appetite. ● Reviews and discusses with management internal control and risk management frameworks designed to manage current organizational risks, including information security and emerging risks. Independence: ● Each member of the Audit & Risk Committee is independent as defined in Rule 10A-3, adopted pursuant to the Sarbanes-Oxley Act of 2002, and in accordance with the listing rules of The Nasdaq Stock Market. ● The Board determined that Mr. Kloet and Ms. Begley are “audit committee financial experts” within the meaning of SEC regulations and each also meets the “financial sophistication” standard of The Nasdaq Stock Market. ● In addition to serving as the Chair of the Audit & Risk Committee, Mr. Kloet also serves as the Chair of the Boards of our U.S. exchange subsidiaries and their Regulatory Oversight Committees. We believe this enhances the Audit & Risk Committee’s oversight of our U.S. exchanges. |
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| | Finance Committee Key Objectives: ● Reviews and recommends, for approval by the Board, the capital plan of the Company, including the plan for repurchasing shares of the Company’s common stock, the debt repayment plan, and the proposed dividend plan. ● Reviews and recommends, for approval by the Board, significant mergers, acquisitions, and business divestitures. ● Reviews and recommends, for approval by the Board, significant capital market transactions and other financing arrangements. ● Reviews and recommends, for approval by the Board, significant capital expenditures, lease commitments, and asset disposals, excluding those included in the approved annual budget. 2024 Highlights: ● Recommended to the Board the 9% increase in Nasdaq’s quarterly dividend payment from $0.22 to $0.24 per share. ● Reviewed and recommended Board approval of an amendment to Nasdaq’s revolving credit agreement, which included technical and administrative improvements. ● Reviewed strategic tax planning transactions. ● Reviewed and recommended Board approval of ongoing repurchases of outstanding indebtedness to further Nasdaq’s deleveraging goals. ● Conducted a comprehensive review of Nasdaq’s capital plan for Board approval. ● Received regular reports on the M&A environment and Nasdaq’s pipeline of potential strategic transactions. ● Received an update on Nasdaq’s minority investment activities through the Nasdaq Ventures portfolio. ● Received updates on Nasdaq’s investor relations program, including shareholder engagement efforts. Risk Oversight Role: ● Monitors operational and strategic risks related to Nasdaq’s financial affairs, including capital structure and liquidity risks. |
Director Recruitment Process
| Management Compensation Committee Key Objectives: ● Establishes and annually reviews the executive compensation philosophy and strategy. ● Reviews and approves the executive compensation and benefit programs applicable to Nasdaq’s executive officers, including the base salary, incentive compensation, and equity awards. Any executive compensation program changes solely applicable to the Chair and CEO are submitted to the Board for final approval. ● Reviews and approves the performance goals for executive officers. For the Chair and CEO, these items are referred to the Board for final approval. ● Reviews and approves the target total compensation (base salary plus target bonus plus face value of long-term incentive opportunities) for non-executive officer new hires with target total compensation in excess of $3,000,000 and equity awards to non-executive officers valued in excess of $2,000,000. ● Evaluates the performance of the Chair and CEO, together with the Nominating & Governance Committee. ● Reviews the succession and development plans for executive officers and other key talent. ● Establishes, and oversees compliance with, the mandatory stock ownership guidelines. ● Reviews the results of any shareholder advisory votes on executive compensation and any other feedback on executive compensation that may be garnered through the Company’s ongoing shareholder engagement. 2024 Highlights: ● Discussed the design of the employment agreements with Adena T. Friedman, Tal Cohen, and Bradley J. Peterson that were implemented in March 2025. ● Reviewed Nasdaq’s evolving total rewards program, including with respect to compensation program design and at-risk percentage profile, in connection with Nasdaq’s ongoing transformation. ● Discussed the design of the two-year PSUs related to the Adenza integration that were granted in April 2024. ● Considered the effectiveness of the annual and long-term incentive plans to continue to support Nasdaq’s strategy and compensation structure. ● Reviewed the succession and development plans for all EVPs and their direct reports. ● Received briefings on executive compensation trends and developments, including proxy advisory firm policies, non-competition agreements, pay trends, shareholder perspectives, executive compensation-related disclosures, and incentive plan designs. Risk Oversight Role: ● Evaluates the effect the compensation structure may have on risk-related decisions. Independence: ● Each member of the Management Compensation Committee is independent and meets the additional eligibility requirements set forth in the listing rules of The Nasdaq Stock Market. |
Director Recruitment Process
| | NASDAQ PROXY STATEMENT |
Director Recruitment Process
| Nominating & Governance Committee Key Objectives: ● Determines the skills and qualifications necessary for the Board, develops criteria for selecting potential directors, and manages the Board refreshment process. ● Identifies, reviews, evaluates, and nominates candidates for annual elections to the Board. ● Leads the annual assessment of effectiveness of the Board, Committees, and individual directors. ● Together with the Management Compensation Committee, leads the annual performance assessment of the Chair and CEO. ● Identifies and considers emerging corporate governance issues and trends. ● Reviews feedback from engagement sessions with investors and determines follow-up actions and plans. ● Reviews and recommends the Board and Committee membership and leadership structure. ● Reviews and recommends to the Nasdaq Board for election by the Board, candidates for election as officers of Nasdaq that qualify as Section 16 officers and as “principal officers,” as that term is defined in the Nasdaq By-Laws. ● Oversees sustainability issues as they pertain to the Company’s business and long-term strategy, and identifies and brings to the attention of the Board current and emerging trends and issues that may affect the business operations, performance, and public image of Nasdaq. ● Reviews and approves disclosures included in the Company’s annual report regarding the Company’s sustainability initiatives and metrics. 2024 Highlights: ● Focused on Nasdaq’s ongoing Board refreshment, including the identification, assessment, and recommendation of new director Kathryn A. Koch. ● Considered shareholder feedback from engagement sessions, the 2024 Annual Meeting of Shareholders, and publicly available sources. ● Received briefings on sustainability topics, such as Nasdaq’s culture, governance trends, and Nasdaq’s Purpose Program. ● Reviewed feedback from the annual Board Assessment and recommended an action plan to address the feedback. Risk Oversight Role: ● Oversees risks related to the Company’s sustainability issues, trends, and policies. ● Monitors the independence of the Board. Independence: ● Each member of the Nominating & Governance Committee is independent, as required by the listing rules of The Nasdaq Stock Market. |
Director Compensation
Director Compensation Our Board compensation policy establishes the compensation of our non-employee directors. Every two years, the Management Compensation Committee reviews the director compensation policy, considers a competitive market analysis of director compensation data, and recommends changes, if any, to the policy to the Board for approval. The director compensation policy most recently was amended in June 2023, primarily to increase the annual retainer for Board Members by $10,000 to a total of $85,000. The other compensatory amounts set forth in the Board compensation policy were not changed pursuant to the June 2023 plan amendment. The following table reflects the compensation elements for non-employee directors for the current compensation year, which began immediately following the 2024 Annual Meeting of Shareholders and ends with the 2025 Annual Meeting. Our CEO, Ms. Friedman, does not receive any compensation for serving as Chair or as a director.
Director Compensation Table
Director Compensation Table The table below summarizes the compensation paid by Nasdaq to our non-employee directors for services rendered during the fiscal year ending December 31, 2024.
Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4)(5) | Total ($) | | Melissa M. Arnoldi | $92,500 | $270,800 | $363,300 | | Charlene T. Begley | $125,000 | $256,037 | $381,037 | | Steven D. Black(6) | — | — | — | | Essa Kazim | — | $344,618 | $344,618 | | Thomas A. Kloet(7) | $165,000 | $379,086 | $544,086 | | Kathryn A. Koch | $47,500 | $256,037 | $303,537 | | Holden Spaht(8) | $90,000 | $256,037 | $346,037 | | Michael R. Splinter | — | $443,199 | $443,199 | | Johan Torgeby | $105,000 | $256,037 | $361,037 | | Toni Townes-Whitley | $115,000 | $256,037 | $371,037 | | Jeffery W. Yabuki | — | $379,086 | $379,086 | | Alfred W. Zollar | — | $369,263 | $369,263 |
Director Compensation Table
| 1. | Adena T. Friedman is not included in this table as she is an employee of Nasdaq and thus received no compensation for her service as a director. For information on the compensation received by Ms. Friedman as an employee of the Company, see “Executive Compensation.” |
Director Compensation Table
| 2. | The differences in fees earned or paid in cash reported in this column primarily reflect differences in each individual director’s election to receive the annual retainer and Committee service fees in cash or RSUs. These elections are made at the beginning of the Board compensation year and apply throughout the year. In addition, the difference in fees earned or paid also reflects individual Committee service. |
Director Compensation Table
| 3. | The amounts reported in this column reflect the grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2024 included in our Form 10-K. The differences in the amounts reported among non-employee directors primarily reflect differences in each individual director’s election to receive the annual retainer and Committee service fees in cash or RSUs. |
Director Compensation Table
| 4. | These stock awards, which were awarded on June 11, 2024 to all the non-employee directors elected to the Board on that date, represent the annual equity award and any portion of annual retainer or Committee service fees that the director elected to receive in equity. Each non-employee director received the annual equity award, which consisted of 4,405 RSUs with a grant date fair value of $256,037. Mr. Splinter elected to receive his Lead Independent Director retainer payment in equity so he received an additional 2,710 RSUs with a grant date fair value of $157,516. Directors Kazim, Kloet, Yabuki, and Zollar elected to receive all of their annual retainer payments in equity, so they each received an additional 1,440 RSUs with a grant date fair value of $83,699. In addition, individual directors received the following amounts in equity, in lieu of cash, as payment for Committee service fees: Ms. Arnoldi (254 RSUs with a grant date fair value of $14,764); H.E. Kazim (84 RSUs with a grant date fair value of $4,882); Mr. Kloet (677 RSUs with a grant date fair value of $39,350); Mr. Splinter (338 RSUs with a grant date fair value of $19,646); Mr. Yabuki (677 RSUs with a grant date fair value of $39,350); and Mr. Zollar (508 RSUs with a grant date fair value of $29,527). Mr. Splinter was also awarded 169 RSUs, with a grant date value of $10,000 and which vested on the date of grant, to correct an underpayment in the prior year. |
Director Compensation Table
| 5. | The aggregate numbers of unvested RSUs and vested shares under the Equity Plan beneficially owned by each non-employee director as of December 31, 2024 are summarized in the following table. All unvested RSUs will vest on June 11, 2025. This table reflects shares acquired by the non-employee directors under the Equity Plan. For further information on each director’s Nasdaq holdings, please see “Other Items - Security Ownership of Certain Beneficial Owners and Management.” |
Director Compensation Table
| Director | Number of Unvested RSUs | Number of Vested Shares | | Melissa M. Arnoldi | 4,659 | 42,213 | | Charlene T. Begley | 4,405 | 41,601 | | Steven D. Black | — | 148,083 | | Essa Kazim | 5,929 | 134,134 | | Thomas A. Kloet | 6,522 | 83,643 | | Kathryn A. Koch | 4,405 | — | | Holden Spaht | 4,405 | 3,001 | | Michael R. Splinter | 7,453 | 215,273 | | Johan Torgeby | 4,405 | 7,804 | | Toni Townes-Whitley | 4,405 | 13,071 | | Jeffery W. Yabuki | 6,522 | 7,218 | | Alfred W. Zollar | 6,353 | 40,398 |
Director Compensation Table
| 6. | Mr. Black did not stand for election at the 2024 Annual Meeting and did not receive any compensation for the 2024-2025 Board service year. |
Director Compensation Table
| 7. | Fees Earned or Paid in Cash to Mr. Kloet include fees of $165,000 for his service as Chair of the Boards of our U.S. exchange subsidiaries and their Regulatory Oversight Committees. Fees earned for Board and Committee service to our exchange subsidiaries are paid only in cash. Mr. Kloet directed all of the cash fees to a 501(c)(3) charity for this reporting year. |
Director Compensation Table
| 8. | Fees Earned or Paid in Cash to Mr. Spaht were paid to Thoma Bravo Advisors, L.P. |
Director Compensation Table
Governance
Communicating with the Board
Communicating with the Board Shareholders and other interested parties may contact the Board, the Chair and CEO, the Lead Independent Director, or other individual directors by writing us at AskBoard@nasdaq.com or c/o Erika Moore, VP, Deputy General Counsel and Corporate Secretary, 1100 New York Avenue, N.W., 3rd Floor, Washington, DC 20005. Executive Officers Nasdaq’s executive officers, as of April 28, 2025, are listed below.
Communicating with the Board
| | Adena T. Friedman Age: 55 Title: Chair and CEO For Ms. Friedman’s biography, see “Our Board — Director Nominees.” | | | Tal Cohen Age: 52 Title: President Tal Cohen was appointed President of Nasdaq in April 2023. Mr. Cohen serves as Division President, a role he assumed in January 2023. Mr. Cohen leads Nasdaq’s Market Services and Financial Technology divisions, including Nasdaq’s North American and European Market Services businesses as well as the Company’s portfolio of marketplace technology, surveillance, risk management, and regulatory reporting solutions. Previously, he served as EVP, North American Markets from July 2019 through December 2022. Mr. Cohen joined Nasdaq in April 2016 as the SVP of North American Market Services. Prior to that, Mr. Cohen was the CEO of Chi-X Global Holdings, LLC, a global operator of trading venues, from 2010 to 2016. Prior to Chi-X, he held senior positions at Instinet, American Express, and Arthur Andersen. | | | Michelle L. Daly Age: 49 Title: SVP and Controller and Principal Accounting Officer Michelle L. Daly has served as SVP and Controller and Principal Accounting Officer since May 2021. Prior to joining Nasdaq, Ms. Daly was Managing Director and Deputy Controller at BlackRock from April 2018 through April 2021. Previously, Ms. Daly held various senior leadership positions at Goldman Sachs from 2008 through 2018, including as head of SEC reporting, and in the corporate treasury department. Prior to joining Goldman Sachs in 2008, Ms. Daly served in the audit practice at Ernst & Young LLP. | | | P.C. Nelson Griggs Age: 54 Title: President P.C. Nelson Griggs was appointed President of Nasdaq in April 2023. Mr. Griggs serves as Division President, a role he assumed in January 2023. Mr. Griggs leads Nasdaq’s Capital Access Platforms division, including our Data & Listing Services, Index, and Workflow & Insights businesses. Prior to that, he served as EVP, Corporate Platforms from April 2018 through December 2022. Previously, Mr. Griggs was EVP, Listing Services from October 2014 through April 2018 and SVP, New Listings from July 2012 through October 2014. Since joining Nasdaq in 2001, Mr. Griggs has served in a myriad of other roles including SVP, Listings Asia Sales and VP, Listings. Prior to joining Nasdaq, Mr. Griggs worked at Fidelity Investments and a San Francisco-based startup company. |
Communicating with the Board
| | NASDAQ PROXY STATEMENT |
Communicating with the Board
| | Bradley J. Peterson Age: 65 Title: EVP and CIO/CTO Bradley J. Peterson has served as EVP and CIO/CTO since February 2013. Previously, Mr. Peterson served as EVP and CIO at Charles Schwab, Inc. from May 2008 to February 2013. Mr. Peterson was CIO at eBay from April 2003 through May 2008. From July 2001 through March 2003, Mr. Peterson was the Managing Director and Chief Operating Officer at Epoch Securities after its merger with Goldman Sachs Group, Inc. He also has held senior executive positions at Epoch Partners, Inc., Charles Schwab & Company, and Pacific Bell Wireless (now part of AT&T). | | | Jeremy Skule Age: 51 Title: EVP and Chief Strategy Officer; Executive Chair, Financial Crime Management Technology Jeremy Skule has served as Executive Chair of Financial Crime Management Technology since September 2024 and as EVP and Chief Strategy Officer since January 2021. Previously, Mr. Skule was EVP and Chief Marketing Officer since April 2018, after previously serving as SVP and Chief Marketing Officer since 2012. Mr. Skule joined Nasdaq in 2012 from UBS, where he led Marketing and Communications for the Wealth Management business. Prior to UBS, Mr. Skule was the Chief Communications Officer at MF Global. Previously, he led the financial services practice at FleishmanHillard, a division of Omnicom Group, one of the largest global public relations and marketing agencies. Mr. Skule’s career has spanned senior communications positions and marketing leadership roles in Washington, DC and New York. | | | Bryan E. Smith Age: 52 Title: EVP and Chief People Officer Bryan E. Smith has served as EVP and Chief People Officer since January 2020, after previously serving as SVP and Chief People Officer since 2012. Prior to joining Nasdaq in 2012, he was a founding partner with Meridian Compensation Partners LLC, an independent executive compensation advisory firm, where he provided advice to boards of directors and senior management teams on the full range of executive and board compensation issues. Prior to Meridian Compensation Partners, Mr. Smith was a Principal at Hewitt Associates LLC (now Aon Hewitt), a global human resource consulting and outsourcing firm, where he held various senior human resources outsourcing and consulting roles. |
Communicating with the Board
| | Sarah Youngwood Age: 50 Title: EVP and CFO Sarah Youngwood has served as EVP and CFO since December 2023. Previously, Ms. Youngwood served as Group CFO at UBS from March 2022 until June 2023 and as Senior Advisor at UBS from June 2023 to November 2023. Prior to UBS, between 1997 and March 2022, Ms. Youngwood held various roles at JPMorgan Chase, including as CFO of JPMorgan Chase’s Consumer & Community Banking line of business from 2016 to 2022, leading finance for JPMorgan Chase’s Global Technology unit beginning in 2020, serving as Head of Investor Relations from 2012 through 2016, and as part of the Financial Institutions Group within its Investment Bank in Paris, London, and New York, including serving as Managing Director and leading mortgage activities, from 1997 to 2012. | | | John A. Zecca Age: 57 Title: EVP and Chief Legal, Risk and Regulatory Officer John A. Zecca has served as EVP and Chief Legal and Regulatory Officer since October 2019. In April 2022, Mr. Zecca also became the Chief Risk Officer. Previously, Mr. Zecca was SVP, General Counsel North America, and Chief Regulatory Officer from April 2018 to September 2019, after serving as SVP, Senior Deputy General Counsel from July 2017 to April 2018. Mr. Zecca was SVP, MarketWatch, Nasdaq’s market surveillance group, from January 2010 to July 2017 and before that, he held a variety of other legal and regulatory roles at Nasdaq. Prior to joining Nasdaq in 2001, Mr. Zecca served as legal counsel to an SEC Commissioner and practiced corporate and securities law at both Hogan Lovells and Kaye Scholer. |
Communicating with the Board
Executive Compensation Proposal 2:
Compensation Discussion and Analysis
| Executive Summary | 62 | | Business Performance Highlights | 62 | | Compensation Program Highlights | 63 | | Decision-Making Framework | 64 | | Compensation Philosophy Guiding Principles | 64 | | Say on Pay Results | 65 | | How We Determine Compensation | 65 | | Role of Compensation Consultant | 66 | | Competitive Positioning | 66 | | Executive Compensation Peer Group | 67 | | Tally Sheets | 67 | | What We Pay and Why | 68 | | Elements of Executive Compensation | 68 | | Pay for Performance | 69 | | Compensation Mix | 69 | | 2024 Compensation Decisions | 69 | | Base Salary | 69 | | Annual Cash Incentive Compensation | 69 | | Long-Term Incentive Compensation | 72 | | NEO Compensation Summaries | 74 | | Other Aspects of Our Executive Compensation Program | 87 | | General Equity Award Grant Practices | 87 | | Practices Regarding Timing of RSU and PSU Grants | 87 | | Policies and Practices Regarding the Timing of Certain Option-like Instruments | 87 | | Benefits | 87 | | Severance | 87 | | Other | 88 | | Risk Mitigation and Other Pay Practices | 88 | | Risk Assessment of Compensation Program | 88 | | Stock Ownership Guidelines | 88 | | Stock Holding Guidelines | 89 | | Trading Controls and Hedging and Pledging Policies | 89 | | Incentive Recoupment Policies | 89 | | Tax and Accounting Implications of Executive Compensation | 90 |
Compensation Program Highlights
Compensation Program Highlights We believe our compensation program enables us to compete successfully for top talent, particularly in a tight labor market, and to build an effective leadership team. It also is designed to encourage decisions and behaviors that align with the short and long-term interests of our shareholders. Highlights include the following: The majority of our NEOs’ pay is based on performance and consists largely of equity-based compensation. In 2024, excluding Ms. Youngwood (who, pursuant to the terms of her employment offer letter, did not receive an equity award in 2024), 90% of our NEOs’ total direct compensation was performance-based, or “at-risk”, and 68% of our NEOs’ total direct compensation was equity-based compensation. Total direct compensation includes base salary, annual cash incentive awards, and equity awards. Annual incentives are based on achievement of rigorous performance goals. In 2024, payments of annual incentives reflected our achievement of performance goals relating to corporate net revenues, corporate operating income (on a run rate basis), and ARR, in addition to accomplishment of strategic objectives, division or business unit financial results, and a culture and innovation objective. The resulting payouts to NEOs ranged from 117% to 170% of targeted amounts. We use long-term incentives to promote retention and reward our NEOs. 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, 2022 through December 31, 2024, Nasdaq’s cumulative TSR was 20.4%, which was at the 57th percentile of S&P 500 companies and the 46th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 106.2% of target shares. Our compensation program is grounded in best practices. Our best practices include robust stock ownership guidelines for directors and executives, no hedging or pledging of Nasdaq stock, a “clawback” policy regarding the recoupment of executive compensation, and no tax gross-ups. Our executive compensation program does not encourage excessive risk-taking. The Audit & Risk and Management Compensation Committees closely monitor the risks associated with our executive compensation program and individual compensation decisions. We annually conduct a comprehensive risk assessment of our compensation program.
Compensation Program Highlights
| 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 a “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 |
Role of Compensation Consultant
Role of Compensation Consultant In 2024, 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 2024, we paid Exequity $77,123 in fees for competitive market data for executives and outside directors and $356,111 in fees for other executive compensation services.
Competitive Positioning
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 2024 compensation levels, the Management Compensation Committee used a comprehensive peer group consisting of an aggregate of 26 companies as the basis for a competitive market analysis of the compensation program for the Chair and CEO and other NEOs. Historically, Nasdaq used both a primary peer group and an additional technology-focused peer group for informational purposes. Following the annual compensation peer group review, the Management Compensation Committee decided to consolidate these peer groups for all NEO benchmarking for 2024. 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.
Competitive Positioning
| ● | Revenue size |
Competitive Positioning
| ● | Market capitalization size |
Competitive Positioning
| ● | Financial performance |
Competitive Positioning
| ● | Direct exchange competitors |
Competitive Positioning
| ● | Financial services companies |
Competitive Positioning
| ● | Technology companies |
Competitive Positioning
| ● | Companies with global complexity |
Competitive Positioning
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.
Competitive Positioning
| | NASDAQ PROXY STATEMENT |
Executive Compensation Peer Group Organized by Industry Segment(1)
Executive Compensation Peer Group Organized by Industry Segment(1)
Executive Compensation Peer Group Organized by Industry Segment(1)
| Financial Exchanges | Cboe Global Markets, Inc | Intercontinental Exchange, Inc. | | | CME Group Inc. | London Stock Exchange Group plc | | | Deutsche Börse AG | TMX Group Limited | | Information Services | FactSet Research Systems Inc. | S&P Global Inc. | | | Moody’s Corporation | Verisk Analytics, Inc. | | | MSCI Inc. | | | Financial Services | BGC Group, Inc. | | | | Discover Financial Services | | | | The Charles Schwab Corporation | | | Transaction Processing | Automatic Data Processing, Inc. | Mastercard Incorporated | | | Fidelity National Information Services, Inc. | PayPal Holdings, Inc. | | | Fiserv, Inc. | Visa Inc. | | Technology and Software | Adobe Inc. | Intuit Inc. | | | eBay Inc. | ServiceNow, Inc. | | | Gen Digital Inc. | Workday |
Executive Compensation Peer Group Organized by Industry Segment(1)
| 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. |
Executive Compensation Peer Group Organized by Industry Segment(1)
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. The peer group comparison is applied to ensure our executive compensation is competitive; however, 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.
Elements of Executive Compensation
| 1. | In 2024, we also granted PSUs with a two-year performance period to certain NEOs, as further described below. |
Annual Cash Incentive Compensation
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
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 2024, 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. During 2024, the Management Compensation Committee approved two adjustments to the Company’s financial goals. Nasdaq implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts and began recognizing these subscription-based revenues on a ratable basis over the contract term. This change in accounting treatment resulted in a change to the revenues budgeted for 2024. To neutralize the impact of the accounting change on our bonus program, the corporate revenue and operating income targets were adjusted, preserving original goal rigor and ensuring consistency with the new methodology. Additionally, the Management Compensation Committee adjusted the corporate revenue and operating income goal scoring following a change in the forecasting methodology that had been used to establish the goals for one business unit. The result of the adjustment was a decrease in goal attainment for the NEOs. The 2024 annual cash incentive awards were tied to results in the following areas:
Potential Payments
Potential Payments Annual cash incentive award payments are determined after the end of the year and are based on actual performance against each goal. Each goal that applied to the NEOs for 2024 had a minimum, target, and maximum performance level. The scoring of each goal is based on actual goal achievement compared to the target. In 2024, payments on each goal could vary between 0% and 200% of the target. Although our ECIP is highly formulaic by design, awards are subject to adjustment at the discretion of the Management Compensation Committee, based on a holistic, qualitative assessment of individual performance delivered as well as ethical and responsible conduct. The Management Compensation Committee may adjust the bonus payment to any NEO, including by applying “positive discretion” to increase a payment amount or “negative discretion” to decrease a payment amount. The Management Compensation Committee did not adjust, or apply discretion to, any bonus payments of any NEOs in 2024.
Award Payouts
Award Payouts In February 2025, the Management Compensation Committee and/or the Board determined the final levels of achievement for each of the goals and approved the cash payout amounts. The table below shows achieved performance against each 2024 corporate objective and the percentage of target incentive opportunity yielded by such performance.
Corporate Objectives Performance vs. Goals
| Corporate Objective | Threshold (0% payout) | Target (100% Payout) | Maximum (200% Payout) | Nasdaq’s Results for 2024 as Measured for Compensation Purposes | Payout Percentage of Target Incentive Award Amount | | Operating Income (Run Rate)(1) | $2,278.3M | $2,447.3M | $2,540.1M | $2,465.4M | 120% | | Net Revenues(2) | $4,283.9M | $4,542.1M | $4,687.2M | $4,585.3M | 130% | | ARR(3) | $2,505.0M | $2,716.0M | $2,821.0M | $2,716.0M | 100% |
Corporate Objectives Performance vs. Goals
| 1. | Operating income (run rate) reflects our non-GAAP operating income adjusted to exclude: the impact of changes in foreign exchange rates; severance; certain divestiture initiatives; and one-time revenues that were not included in the 2024 budget. Non-GAAP operating income differs from U.S. GAAP operating income due to the exclusion of the following items: amortization expense of acquired intangible assets; merger and strategic initiatives expense; restructuring charges; and certain other expenses that are not part of ongoing business expenses. For a discussion of non-GAAP adjustments, see Annex A. |
Long-Term Incentive Compensation
Long-Term Incentive Compensation
PSUs
PSUs For the 2024 performance period, we granted PSUs to each NEO to incentivize and reward them for growth in our TSR relative to the TSR of two equally weighted groups over the performance period. The PSU grants for the 2024 performance period, for which the three-year performance period is January 1, 2024 through December 31, 2026, utilize a performance measure that compares Nasdaq’s TSR to two performance groups at the start of the performance period: (i) all S&P 500 companies and (ii) the S&P 500 GICS 4020 Index, which includes exchanges, data, financial technology, and banking companies with sizable market capitalizations. We measure our TSR performance relative to two different groups to align with the varied interests of our shareholders. For purposes of the PSUs and our executive compensation, TSR is calculated by using a 30-day average of our share price at the beginning and end of the performance period, plus cumulative dividends. PSUs represented an aggregate of 80% of each NEO’s long-term incentive compensation, with the three-year PSUs comprising 70% of each NEO’s total PSU award and the two-year PSUs, as described below, comprising 10% of each NEO’s total PSU award. We adjusted our peer group for 2024 to replace our existing peer group with the S&P 500 GICS 4020 Index, which is a blend of exchanges, as well as data, financial technology, and banking companies, to align more closely with our business and competitors. While the peer group used for competitive analysis of executive compensation in 2024 includes a broad range of companies that may compete with us for executive talent, the peer group used for the three-year PSUs in 2024 includes a broader list of competitors that provide more relevant comparators for stock price performance. The PSU shares earned, if any, vest at the end of the performance period and are settled upon the certification by the Management Compensation Committee and/or the Board that the performance metrics have been achieved. 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. 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 are designed to serve as a retention vehicle. Amount of Shares a Grantee May Receive Based Upon Achievement
PSUs
| 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% |
PSUs
For levels of achievement between points, the resulting shares earned will be calculated based on straight-line interpolation. In 2024, we also granted PSUs with a two-year performance period to certain NEOs. These PSUs, which represented 10% of the NEO’s aggregate 2024 equity award, are based on a performance measure relating
PSUs
| | NASDAQ PROXY STATEMENT |
PSUs
to the implementation of certain integration actions in connection with the Adenza acquisition. Achievement of the performance measure determines the number of shares that each PSU-eligible individual receives. The PSUs have a two-year performance period of January 1, 2024 to December 31, 2025 and will vest on January 4, 2027, conditioned on satisfaction of the performance criteria and continued employment with the Company through January 4, 2027 and settle in shares of our common stock. The award issuance under this program will be between 0% and 200% of the number of PSUs granted.
RSUs
RSUs In 2024, 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
Award Determination In setting Ms. Friedman’s 2024 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, performance, 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 2022 PSU Grants Based on Relative TSR
Settlement of 2022 PSU Grants Based on Relative TSR In February 2025, the Management Compensation Committee and/or the Board evaluated and approved the performance results for the PSUs granted to the NEOs in 2022. These PSUs were subject to a three-year cumulative performance period beginning on January 1, 2022 and ending on December 31, 2024, 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 to align with the varied interests of our shareholders. The following table sets forth the 2022 PSU performance measure results.
PSU Performance Measure Results
PSU Performance Measure Results
PSU Performance Measure Results
| Equity Award | Cumulative TSR | Weighting | Performance Factors | Percentile Rank | Payout | Blended Payout | | 2022 Three-Year PSU Award | 20.4% | 50% | Based on Relative TSR Against the S&P 500 | 57th | 120.3% | 106.2% | | | | 50% | Based on Relative TSR Against Peers(1) | 46th | 92.2% | |
PSU Performance Measure Results
| 1. | Global exchange peer companies used for the 2022 Three-Year PSU Award: ASX Limited, B3 S.A. – Brasil, Bolsa, Balcão, Bolsa Mexicana de Valores, S.A.B. de C.V., Cboe Global Markets, Inc., CME Group Inc., Deutsche Börse AG, Euronext N.V., Hong Kong Exchanges and Clearing Limited, Intercontinental Exchange, Inc., Japan Exchange Group, Inc., London Stock Exchange Group plc, Singapore Exchange Limited, and TMX Group Limited. |
PSU Performance Measure Results
| NEO Compensation Summaries | | Adena T. Friedman | | Chair and CEO | | 2024 Total Target Direct Compensation Mix |
PSU Performance Measure Results
| 2024 Performance Highlights | | ● Reported record net revenues of $4.6 billion, an increase of 19% as compared to 2023, including a 25% increase for our Solutions revenue (comprised of revenue from our Capital Access Platforms and Financial Technology segments). | | ● ARR increased to $2.8 billion, up 7% as compared to the fourth quarter of 2023. Annualized SaaS revenues increased 14% and represented 37% of ARR, demonstrating Nasdaq’s successful progress towards being a scalable platform company. | | ● Led the successful integration of Adenza, including significant achievement towards Nasdaq’s deleveraging and cost-saving synergy efforts and driving cross-sell opportunities. | | ● Extended listing leadership in 2024 with Nasdaq’s sixth consecutive year as the top U.S. exchange by number of IPOs and proceeds raised. In 2024, Nasdaq had an 80% win rate among eligible operating company IPOs in the U.S. and celebrated its 500th listing transfer. | | ● Achieved significant growth in the Financial Technology segment, including double-digit ARR growth in the fourth quarter, the completion of several strategic international agreements for our AxiomSL and Calypso offerings and the generation of 23% ARR growth with 114% net revenue retention by our Financial Crime Management Technology business. | | ● Led Nasdaq’s innovation leadership with the launch of AI-powered solutions and product enhancements across our divisions and software and analytics solutions, with several feature launches planned for 2025. | | ● Continued the development of our One Nasdaq strategy to strengthen our relationships with customers and deliver on new growth and revenue opportunities, including new customer cross-sells across our various solutions, such as Nasdaq Surveillance, AxiomSL, and Nasdaq Verafin. | | ● Drove growth in our market technology business through agreements with two crypto marketplaces for our trading solutions and one crypto marketplace for our surveillance offering. | | 2024 Compensation Elements | | In setting Ms. Friedman’s 2024 annual 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. The Management Compensation Committee considered increasing Ms. Friedman’s 2024 compensation based on her performance; however, prior to finalizing its 2024 annual compensation recommendation to the Board, Ms. Friedman approached the Chair of the Management Compensation Committee and asked that the Committee and the Board consider maintaining her 2023 compensation at its current level for 2024. Ms. Friedman believed that the integration of Adenza into Nasdaq was going to be a significant effort in 2024 but was still in a preliminary phase, |
PSU Performance Measure Results
| | NASDAQ PROXY STATEMENT |
PSU Performance Measure Results
and thus it was premature to measure success or implement a compensation increase for 2024. Ms. Friedman preferred to prioritize compensation investment in motivating and retaining her leadership team, which would be instrumental in driving the integration and overall business transformation efforts. The Management Compensation Committee discussed Ms. Friedman’s suggestion, and with the support from the Company’s independent compensation consultant, Exequity, the Management Compensation Committee decided and recommended to the Board that Ms. Friedman’s 2024 annual compensation remain unchanged from 2023. At the time this decision was made, the Management Compensation Committee considered Ms. Friedman’s 2024 target total compensation to be market competitive. The Board approved the Management Compensation Committee’s recommendation, and as a result, the Board determined to set Ms. Friedman’s 2024 annual compensation at $18 million, which was the same amount as her 2023 target annual compensation. Furthermore, the Board clearly communicated strong confidence in Ms. Friedman’s performance and leadership in driving the continued transformation of Nasdaq. As shown in the table below, for 2024, the Management Compensation Committee and Board maintained Ms. Friedman’s base salary, target annual cash incentive award, and equity award at the same amounts as 2023.
PSU Performance Measure Results
| | Type of Compensation | 2024 Annualized Amounts (at Target) | 2023 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(1) | $10,400,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $2,600,000(1) | $2,600,000 | | Total Target Compensation | | $18,000,000 | $18,000,000 |
PSU Performance Measure Results
| 1. | Ms. Friedman was awarded a target amount of 146,090 Three-Year PSUs, 20,870 Two-Year PSUs, and 41,740 RSUs on April 1, 2024, with the terms and conditions described in the “Long-Term Incentive Compensation” section above. |
2024 Performance Goals – Annual Cash Incentive Award
2024 Performance Goals – Annual Cash Incentive Award Ms. Friedman earned an annual incentive award payment of $5,009,927, or 134% of target, based on the final achievement of her pre-established, quantifiable performance goals, as described below.
2024 Performance Goals – Annual Cash Incentive Award
| Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 50% | 120% | $2,242,727 | | | Corporate Net Revenues | 20% | 130% | $973,294 | | | Annual Recurring Revenue | 5% | 100% | $187,500 | | Strategic Initiatives | Complete Client Data Management Initiative | 2% | 200% | $150,000 | | | Progress Capital Allocation Framework | 2% | 150% | $112,500 | | | Advance Enterprise Artificial Intelligence | 2% | 200% | $150,000 | | | Execute Adenza Integration | 6% | 192% | $432,000 | | | Advance the Market Platforms Division | 2% | 188% | $140,625 | | | Advance the Capital Access Platforms Division | 2% | 200% | $150,000 | | | Capital Access Platforms: Listings Success | 4% | 103% | $154,500 | | | Culture and Innovation | 5% | 169% | $316,781 | | Total | | 100% | 134% | $5,009,927 |
Settlement of 2022 PSU Award Based on Relative TSR
Settlement of 2022 PSU Award Based on Relative TSR The table below sets forth the number of PSUs that Ms. Friedman earned as of December 31, 2024 due to the performance results of her 2022 PSU award, which was based on relative TSR.
Settlement of 2022 PSU Award Based on Relative TSR
| Target PSUs Awarded in 2022 | Actual Performance as Percent of Target | PSUs Earned | | 158,310 | 106.2% | 168,125 |
Settlement of 2022 PSU Award Based on Relative TSR
| | NASDAQ PROXY STATEMENT |
Settlement of 2022 PSU Award Based on Relative TSR
| Sarah Youngwood EVP and CFO Ms. Youngwood received an equity award upon the commencement of her employment in December 2023, and her next award was granted in April 2025. Consequently, and in accordance with the terms of her employment letter, Ms. Youngwood did not receive an annual equity award in 2024 and accordingly, a 2024 Total Target Direct Compensation Mix chart has not been included here. 2024 Performance Highlights ● Fully actioned the $80 million net expense synergies goal that was announced with the acquisition of AxiomSL and Calypso, a year ahead of the initial target. ● Led Nasdaq’s deleveraging efforts by reducing outstanding indebtedness by more than $800 million, including repayment of the remaining $340 million of the term loan related to the Adenza transaction, repayment of $291 million of commercial paper, and repurchases of $181 million of outstanding senior notes. ● Strengthened shareholder engagement in 2024, including our successful 2024 Investor Day in March 2024 attended by more than 500 members of the investment community and through more than 275 unique institutional investor meetings, representing more than 60% of our outstanding shares. ● Increased our annual dividend by 9% to $0.24 per share and returned an aggregate of $541 million in dividends to shareholders during 2024 and an additional $145 million in share repurchases. ● Continued Nasdaq’s growth in generating cash flow from operations and executed revenue growth across our three divisions, including a record revenue year in 2024 and increases in ARR. 2024 Compensation Elements On September 1, 2023, the Management Compensation Committee approved Ms. Youngwood’s 2024 target annual compensation, which consisted of: ● an annual base salary of no less than $700,000; and ● a target annual cash incentive award of no less than $1,400,000. 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 did 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 received had a target value of $6,000,000, and was granted on April 1, 2025, with such award comprised of 80% 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 Nasdaq’s peer groups at the time of determination and, due to her background in banking and financial services, a broader array of companies across the S&P 500, as provided by Exequity. |
Settlement of 2022 PSU Award Based on Relative TSR
| | Type of Compensation | 2024 Annualized Amounts (at Target) | | Base Salary | Fixed | $700,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,400,000 | | Target Equity Award | Performance-Based (PSUs) | $4,800,000(1) | | (Grant Date Face Value) | At-Risk (RSUs) | $1,200,000(1) | | Total Target Compensation | | $8,100,000 |
Settlement of 2022 PSU Award Based on Relative TSR
| 1. | Amounts above reflect Ms.Youngwood’s 2024 compensation elements and amounts, as described above. No annual target equity award was granted in 2024. However, $6,000,000 of the $10,000,000 new hire equity grant in 2023 was in lieu of a 2024 annual equity grant, and such amount is reported in this table. Ms. Youngwood received her $6,000,000 target equity award, as set forth in her employment offer letter, in April 2025. |
2024 Performance Goals – Annual Cash Incentive Award
2024 Performance Goals – Annual Cash Incentive Award Ms. Youngwood earned an annual incentive award payment of $1,906,073, or 136% of target, based on the final achievement of her pre-established, quantifiable performance goals, as described below.
2024 Performance Goals – Annual Cash Incentive Award
| Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 50% | 120% | $837,285 | | | Corporate Net Revenues | 20% | 130% | $363,363 | | | Annual Recurring Revenue | 5% | 100% | $70,000 | | Strategic Initiatives | Complete Client Data Management Initiative | 2% | 200% | $56,000 | | | Progress Capital Allocation Framework | 3% | 150% | $63,000 | | | Advance Enterprise Artificial Intelligence | 2% | 200% | $56,000 | | | Execute Adenza Integration | 5% | 199% | $139,300 | | | Technology Modernization and Advancements | 3% | 183% | $76,860 | | | Improve Shareholder Engagement | 5% | 180% | $126,000 | | | Culture and Innovation | 5% | 169% | $118,265 | | Total | | 100% | 136% | $1,906,073 |
2024 Performance Goals – Annual Cash Incentive Award
| | NASDAQ PROXY STATEMENT |
2024 Compensation Elements
| | Type of Compensation | 2024 Annualized Amounts (at Target) | 2023 Annualized Amounts (at Target) | | Base Salary | Fixed | $700,000 | $700,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,400,000 | $1,050,000 | | Target Equity Award | Performance-Based (PSUs) | $3,200,000(1) | $2,000,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $800,000(1) | $500,000 | | Total Target Compensation | | $6,100,000 | $4,250,000 |
2024 Compensation Elements
| 1. | Mr. Cohen was awarded a target amount of 44,951 Three-Year PSUs, 6,421 Two-Year PSUs, and 12,843 RSUs on April 1, 2024, with the terms and conditions described in the “Long-Term Incentive Compensation” section above. |
2024 Performance Goals – Annual Cash Incentive Award
2024 Performance Goals – Annual Cash Incentive Award Mr. Cohen earned an annual incentive award payout of $1,644,323, or 117% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.
2024 Performance Goals – Annual Cash Incentive Award
| Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 15% | 120% | $251,185 | | | Corporate Net Revenues | 10% | 130% | $181,682 | | Division Financial | Market Services Operating Income | 10% | 94% | $131,574 | | | Market Services Revenue | 5% | 129% | $90,067 | | | Capital Markets Technology and Regulatory Technology Operating Income | 15% | 55% | $115,304 | | | Capital Markets Technology and Regulatory Technology Revenue | 10% | 61% | $85,996 | | | Capital Markets Technology and Regulatory Technology ARR | 10% | 94% | $131,250 | | Strategic Initiatives | Complete Client Data Management | 2% | 200% | $56,000 | | | Progress Capital Allocation Framework | 2% | 150% | $42,000 | | | Advance Enterprise Artificial Intelligence | 2% | 200% | $56,000 | | | Market Platforms: Adenza Integration | 4% | 200% | $112,000 | | | Advance the Market Platforms Division | 4% | 188% | $105,000 | | | Advance Division Artificial Intelligence and Market Modernization | 3% | 200% | $84,000 | | | FinTech Cross Sales Initiative | 3% | 200% | $84,000 | | | Culture and Innovation | 5% | 169% | $118,265 | | Total | | 100% | 117% | $1,644,323 |
Settlement of 2022 PSU Award Based on Relative TSR
Settlement of 2022 PSU Award Based on Relative TSR The following table sets forth the number of PSUs that Mr. Cohen earned as of December 31, 2024 due to the performance results of his 2022 PSU award, which was based on relative TSR.
Settlement of 2022 PSU Award Based on Relative TSR
| Target PSUs Awarded in 2022 | Actual Performance as Percent of Target | PSUs Earned | | 26,385 | 106.2% | 28,020 |
Settlement of 2022 PSU Award Based on Relative TSR
| | NASDAQ PROXY STATEMENT |
2024 Compensation Elements
| | Type of Compensation | 2024 Annualized Amounts (at Target) | 2023 Annualized Amounts (at Target) | | Base Salary | Fixed | $700,000 | $700,000 | | Target Annual Cash Incentive Award | Performance-Based | $1,400,000 | $1,050,000 | | Target Equity Award | Performance-Based (PSUs) | $3,200,000(1) | $2,000,000(1) | | (Grant Date Face Value) | At-Risk (RSUs) | $800,000(1) | $500,000(1) | | Total Target Compensation | | $6,100,000 | $4,250,000 |
2024 Compensation Elements
| 1. | Mr. Griggs was awarded a target amount of 44,951 Three-Year PSUs, 6,421 Two-Year PSUs and 12,843 RSUs on April 1, 2024, with the terms and conditions described in the “Long-Term Incentive Compensation” section above. |
2024 Performance Goals – Annual Cash Incentive Award
2024 Performance Goals – Annual Cash Incentive Award Mr. Griggs earned an annual incentive award payment of $2,380,980, or 170% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.
2024 Performance Goals – Annual Cash Incentive Award
| Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 15% | 120% | $251,185 | | | Corporate Net Revenues | 10% | 130% | $181,682 | | Division Financial | Capital Access Platforms Operating Income | 25% | 200% | $700,000 | | | Capital Access Platforms Revenue | 20% | 200% | $560,000 | | | Capital Access Annual Recurring Revenue | 5% | 100% | $70,000 | | Strategic Initiatives | Complete Client Data Management Initiative | 2% | 200% | $56,000 | | | Progress Capital Allocation Framework | 3% | 150% | $63,000 | | | Advance Enterprise Artificial Intelligence | 2% | 200% | $56,000 | | | Capital Access Platforms: Data Strategy Roadmap Initiative | 3% | 200% | $84,000 | | | Capital Access Platforms: Listings Success | 2% | 103% | $28,840 | | | Corporate Solutions Strategic Product Roadmap Initiative | 2% | 157% | $44,008 | | | ESG Data Strategy Initiative | 2% | 200% | $56,000 | | | Index Growth Initiative | 2% | 200% | $56,000 | | | Analytics Strategic Product Roadmap Initiative | 2% | 200% | $56,000 | | | Culture and Innovation | 5% | 169% | $118,265 | | Total | | 100% | 170% | $2,380,980 |
Settlement of 2022 PSU Award Based on Relative TSR
Settlement of 2022 PSU Award Based on Relative TSR The table below sets forth the number of PSUs that Mr. Griggs earned as of December 31, 2024 due to the performance results of his 2022 PSU award, which was based on relative TSR.
Settlement of 2022 PSU Award Based on Relative TSR
| Target PSUs Awarded in 2022 | Actual Performance as Percent of Target | PSUs Earned | | 26,385 | 106.2% | 28,020 |
Settlement of 2022 PSU Award Based on Relative TSR
| | NASDAQ PROXY STATEMENT |
2024 Compensation Elements
| | Type of Compensation | 2024 Annualized Amounts (at Target) | 2023 Annualized Amounts (at Target) | | Base Salary | Fixed | $650,000 | $650,000 | | Target Annual Cash Incentive Award | Performance-Based | $975,000 | $975,000 | | Target Equity Award | Performance-Based (PSUs) | $2,400,000(1) | $2,000,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $600,000(1) | $500,000 | | Total Target Compensation | | $4,625,000 | $4,125,000 |
2024 Compensation Elements
| 1. | Mr. Peterson was awarded a target amount of 33,713 Three-Year PSUs, 4,816 Two-Year PSUs, and 9,632 RSUs on April 1, 2024, with the terms and conditions described in the “Long-Term Incentive Compensation” section above. |
2024 Performance Goals – Annual Cash Incentive Award
2024 Performance Goals – Annual Cash Incentive Award Mr. Peterson earned an annual incentive award payment of $1,346,633, or 138% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.
2024 Performance Goals – Annual Cash Incentive Award
| Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 50% | 120% | $583,108 | | | Corporate Net Revenues | 20% | 130% | $253,057 | | | Annual Recurring Revenue | 5% | 100% | $48,750 | | Strategic Initiatives | Complete Client Data Management Initiative | 3% | 200% | $58,500 | | | Progress Capital Allocation Framework | 2% | 150% | $29,250 | | | Advance Enterprise Artificial Intelligence | 4% | 200% | $78,000 | | | Global Technology: Execute Adenza Integration | 3% | 199% | $58,246 | | | Mature Security Protocols for Third Party Risk Mitigation | 2% | 200% | $39,000 | | | Cloud Strategy | 3% | 200% | $58,500 | | | System Reliability and Operational Excellence | 3% | 198% | $57,859 | | | Culture and Innovation | 5% | 169% | $82,363 | | Total | | 100% | 138% | $1,346,633 |
Settlement of 2022 PSU Award Based on Relative TSR
Settlement of 2022 PSU Award Based on Relative TSR The following table sets forth the number of PSUs that Mr. Peterson earned as of December 31, 2024 due to the performance results of his 2022 PSU award, which was based on relative TSR.
Settlement of 2022 PSU Award Based on Relative TSR
| Target PSUs Awarded in 2022 | Actual Performance as Percent of Target | PSUs Earned | | 26,385 | 106.2% | 28,020 |
Settlement of 2022 PSU Award Based on Relative TSR
| | NASDAQ PROXY STATEMENT |
2024 Compensation Elements
2024 Compensation Elements For 2024, the Management Compensation Committee maintained Mr. Brothers’ base salary and target annual cash incentive award at their 2023 levels, due to his promotion-related adjustments in 2023. The target grant date value of Mr. Brothers’ equity award increased from $1,000,000 to $2,000,000. In setting Mr. Brothers’ compensation, the Management Compensation Committee assessed Mr. Brothers’ performance, the overall performance of our Financial Crime Management Technology business, and market competitive positioning. In connection with our acquisition of Verafin in 2020, we adopted the MIP for certain former Verafin employees, including Mr. Brothers. Under the terms of 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 his 2023 performance and was included in the compensation tables in our 2024 Proxy Statement, and the equity portion was granted to Mr. Brothers on April 1, 2024, in accordance with the terms of the MIP, and is reflected in the compensation tables of this Proxy Statement. The MIP equity award vested 50% on April 1, 2024, and the remaining 50% vested on December 31, 2024.
2024 Compensation Elements
| | Type of Compensation | 2024 Annualized Amounts (at Target) | 2023 Annualized Amounts (at Target) | | Base Salary | Fixed | $500,000(1) | $500,000 | | Target Annual Cash Incentive Award | Performance-Based | $750,000(1) | $750,000 | | Target Equity Award | Performance-Based (PSUs) | $1,600,000(2) | $1,000,000 | | (Grant Date Face Value) | At-Risk (RSUs) | $400,000(2) | — | | Total Target Compensation | | $3,250,000 | $2,250,000 |
2024 Compensation Elements
| 2. | Mr. Brothers was awarded a target amount of 22,475 Three-Year PSUs, 3,210 Two-Year PSUs, and 6,421 RSUs, on April 1, 2024 with the terms and conditions described in the “Long-Term Incentive Compensation” section above. Upon his departure on December 31, 2024, all such equity awards were forfeited. |
2024 Performance Goals – Annual Cash Incentive Award
2024 Performance Goals – Annual Cash Incentive Award Mr. Brothers earned an annual incentive award payout of $1,073,685, or 143% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.
2024 Performance Goals – Annual Cash Incentive Award
| Goal Type | Goal | Goal Weighting | Actual Performance as a Percent of Target | Award Payout | | Corporate Financial | Corporate Operating Income (Run Rate) | 15% | 120% | $134,564 | | | Corporate Net Revenues | 10% | 130% | $97,329 | | Division Financial | Verafin Operating Income | 25% | 200% | $375,000 | | | Verafin Revenue | 15% | 100% | $112,500 | | | Verafin Bookings | 10% | 55% | $41,129 | | Strategic Initiatives | Complete Client Data Management Initiative | 2% | 200% | $30,000 | | | Progress Capital Allocation Framework | 2% | 150% | $22,500 | | | Advance Enterprise Artificial Intelligence | 2% | 200% | $30,000 | | | Continue Integration Efforts with Nasdaq’s Capabilities | 3% | 175% | $39,375 | | | Continued Customer Expansion into Tier 1 and Tier 2 Banks | 3% | 120% | $27,000 | | | Advance Small/Medium Business Segment Opportunities | 2% | 200% | $30,000 | | | Enhance Operational Efficiency to Elevate the Client Experience | 3% | 147% | $33,075 | | | FinTech Cross Sales Initiative | 3% | 200% | $45,000 | | | Culture and Innovation | 5% | 150% | $56,213 | | Total | | 100% | 143% | $1,073,685 |
2024 Performance Goals – Annual Cash Incentive Award
| | NASDAQ PROXY STATEMENT |
General Equity Award Grant Practices
General Equity Award Grant Practices The Management Compensation Committee and the Board approve annual equity awards on a regular first-quarter schedule, which is determined 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.
Practices Regarding Timing of RSU and PSU Grants
Practices Regarding Timing of RSU and PSU Grants Generally, we grant RSUs and PSUs on an annual basis on a regular second-quarter schedule. Our annual equity grants to executives, and employees eligible to receive equity awards, occur on or about April 1 of each year, which date is several weeks prior to our release of quarterly earnings for the first quarter of the fiscal year. In addition to the regular-cycle annual equity awards, the Management Compensation Committee may also make “off-cycle” grants of RSUs, PSUs or other equity awards in connection with an employee’s initial hire, promotion, or retention or for other reasons. We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants.
Severance
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 are 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.”
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 Summary Compensation Table
| 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 | 2024 | $1,250,000 | — | $15,213,813 | — | $5,009,927 | $44,430 | $21,518,170 | | Chair and CEO | 2023 | $1,250,000 | — | $12,551,660 | — | $4,653,812 | $43,280 | $18,498,752 | | | 2022 | $1,250,000 | — | $12,378,830 | $9,999,975 | $4,372,748 | $43,752 | $28,045,305 | | Sarah Youngwood EVP and CFO | 2024 | $700,000 | — | — | — | $1,906,073 | $19,085 | $2,625,158 | | | 2023 | $43,077 | $500,000 | $10,863,114 | — | $125,000 | $15,000 | $11,546,191 | | Tal Cohen | 2024 | $700,000 | $200,000 | $4,681,154 | — | $1,644,323 | $20,700 | $7,246,177 | | President | 2023 | $698,077 | — | $2,413,740 | — | $1,338,959 | $19,800 | $4,470,576 | | | 2022 | $586,539 | — | $5,488,332 | — | $1,420,551 | $18,300 | $7,513,722 | | P.C. Nelson Griggs | 2024 | $700,000 | — | $4,681,154 | — | $2,380,980 | $20,700 | $7,782,834 | | President | 2023 | $698,077 | — | $2,413,740 | — | $1,263,829 | $19,800 | $4,395,446 | | | 2022 | $593,269 | — | $5,466,064 | — | $1,290,492 | $18,300 | $7,368,125 | | Bradley J. Peterson | 2024 | $650,000 | — | $3,510,846 | — | $1,346,633 | $34,959 | $5,542,438 | | EVP and CIO/CTO | 2023 | $650,000 | — | $2,413,740 | — | $1,282,625 | $33,855 | $4,380,220 | | | 2022 | $625,000 | — | $5,466,064 | — | $1,259,192 | $37,955 | $7,388,211 | | Brendan Brothers(6) | 2024 | $500,000 | — | $4,696,648(7) | — | $1,073,685 | $30,000 | $6,300,333 | | Former EVP and Head of Financial Crime Management Technology | 2023 | $419,523 | — | $1,459,255 | — | $3,320,782 | $24,270 | $5,223,830 |
2024 Summary Compensation Table
| 1. | The amounts reported in this column reflect (i) a one-time cash supplemental bonus for Mr. Cohen, as further described on page 79 and (ii) a one-time cash sign-on bonus for Ms. Youngwood, who began employment as EVP and CFO on December 1, 2023. This amount was set forth in Ms. Youngwood’s employment offer letter. |
2024 Summary Compensation Table
| 2. | The amounts reported in this column reflect the grant date fair value of the stock awards, including PSUs and RSUs, computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts are included in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2024 included in our Form 10-K. Since the 2024 three-year PSU award payouts are contingent on TSR-related performance-based vesting conditions, the grant date fair values were determined based on a Monte Carlo simulation model. |
2024 Summary Compensation Table
| If valued assuming a maximum payout, the value of the awards would be: Ms. Friedman, $16,458,708; Mr. Cohen, $5,064,167; Mr. Griggs, $5,064,167; Mr. Peterson, $3,798,121; and Mr. Brothers, $4,888,125. |
2024 Summary Compensation Table
| The table below summarizes the target grant date face value of the three-year PSU grants that the Management Compensation Committee and/or the Board approved for the NEOs, other than Ms. Youngwood, compared to the FASB ASC Topic 718 fair value. The Monte Carlo simulation model takes into account expected price movement of Nasdaq stock as compared to peer companies. As a result of the Company’s pre-grant 2024 TSR performance relative to peer companies, the Monte Carlo simulation model assigned a higher value to each 2024 three-year PSU than the closing price of Nasdaq’s stock on the grant date. There is no assurance that the target grant date face values or FASB ASC Topic 718 fair values will ever be realized. |
2024 Summary Compensation Table
| Name | Year | Target PSUs (#) | Target Grant Date Face Value ($) | FASB ASC Topic 718 Fair Value ($) | | Adena T. Friedman | 2024 | 146,090 | $9,100,000 | $11,460,761 | | Sarah Youngwood | 2024 | — | — | — | | Tal Cohen | 2024 | 44,951 | $2,800,000 | $3,526,406 | | P.C. Nelson Griggs | 2024 | 44,951 | $2,800,000 | $3,526,406 | | Bradley J. Peterson | 2024 | 33,713 | $2,100,000 | $2,644,785 | | Brendan Brothers | 2024 | 22,475 | $1,400,000 | $1,763,164 |
2024 Summary Compensation Table
The table below sets forth the target grant face value of the two-year PSU awards that the Management Compensation Committee and/or the Board approved for the NEOs, other than Ms. Youngwood, compared to the FASB ASC Topic 718 fair value of such awards. The two-year PSU awards use a variable accounting valuation methodology rather than a Monte Carlo simulation.
2024 Summary Compensation Table
| Name | Year | Target PSUs (#) | Target Grant Date Face Value ($) | FASB ASC Topic 718 Fair Value ($) | | Adena T. Friedman | 2024 | 20,870 | $1,300,000 | $1,244,896 | | Sarah Youngwood | 2024 | — | — | — | | Tal Cohen | 2024 | 6,421 | $400,000 | $383,013 | | P.C. Nelson Griggs | 2024 | 6,421 | $400,000 | $383,013 | | Bradley J. Peterson | 2024 | 4,816 | $300,000 | $287,274 | | Brendan Brothers | 2024 | 3,210 | $200,000 | $191,477 |
2024 Summary Compensation Table
| 3. | The amounts reported in this column reflect the grant date fair value of the option award computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of this amount are included in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2024 included in our Form 10-K. |
2024 Summary Compensation Table
| 4. | The amounts reported in this column reflect the cash awards made to the NEOs under the ECIP or other performance-based incentive compensation programs. |
2024 Summary Compensation Table
| 5. | The following table sets forth the 2024 amounts reported in the “All Other Compensation” column by type. The incremental cost of Ms. Friedman’s personal use of her company car (including commuting expenses) is calculated based on an allocation of the cost of the driver, lease, tolls, fuel, parking, maintenance, and other related expenses. For Mr. Brothers, the Company’s matching retirement savings contributions are made in accordance with a Canadian retirement savings program. For Mr. Peterson, the amount reflected as “Employee Recognition” represents the cash value for an award that he received from another employee as part of Nasdaq’s internal employee recognition program. |
2024 Summary Compensation Table
| Name | Contribution to 401(k) Plan or or Other Retirement Savings Plan | Cost of Financial/ Tax Planning Services ($) | Incremental Cost of Personal Use of Company Car ($) | Employee Recognition ($) | Total All Other Compensation ($) | | Adena T. Friedman | $20,700 | $19,095 | $4,635 | — | $44,430 | | Sarah Youngwood | $19,085 | — | — | — | $19,085 | | Tal Cohen | $20,700 | — | — | — | $20,700 | | P.C. Nelson Griggs | $20,700 | — | — | — | $20,700 | | Bradley J. Peterson | $20,700 | $14,055 | — | $204 | $34,959 | | Brendan Brothers | $30,000 | — | — | — | $30,000 |
2024 Summary Compensation Table
| 6. | Mr. Brothers was paid in Canadian dollars (CAD), and a foreign exchange rate of 1.36 CAD to 1 United States dollar is reflected in this table. This conversion rate is calculated internally based on annual budgeted foreign exchange rates. |
2024 Summary Compensation Table
| 7. | The amount set forth in this column includes Mr. Brothers’ stock award issued pursuant to the MIP, as further described in this Proxy Statement. |
2024 Summary Compensation Table
| | NASDAQ PROXY STATEMENT |
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Committee and/or Board Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Adena T. Friedman | 02/21/2024 | — | — | $3,750,000 | $7,500,000 | — | — | — | — | — | | | 02/21/2024 | 04/01/2024 | — | — | — | — | 146,090 | 292,180 | — | $11,460,761 | | | 02/21/2024 | 04/01/2024 | — | — | — | — | 20,870 | 41,740 | — | $1,244,896 | | | 02/21/2024 | 04/01/2024 | — | — | — | — | — | — | 41,740 | $2,508,156 | | Sarah Youngwood | 09/01/2023 | — | — | $1,400,000 | $2,800,000 | — | — | — | — | — | | Tal Cohen | 12/06/2023 | — | — | $1,400,000 | $2,800,000 | — | — | — | — | — | | | 03/20/2024 | 04/01/2024 | — | — | — | — | 44,951 | 89,902 | — | $3,526,406 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | 6,421 | 12,842 | — | $383,013 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | — | — | 12,843 | $771,735 | | P.C. Nelson Griggs | 12/06/2023 | — | — | $1,400,000 | $2,800,000 | — | — | — | — | — | | | 03/20/2024 | 04/01/2024 | — | — | — | — | 44,951 | 89,902 | — | $3,526,406 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | 6,421 | 12,842 | — | $383,013 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | — | — | 12,843 | $771,735 | | Bradley J. Peterson | 12/06/2023 | — | — | $975,000 | $1,950,000 | — | — | — | — | — | | | 03/20/2024 | 04/01/2024 | — | — | — | — | 33,713 | 67,426 | — | $2,644,785 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | 4,816 | 9,632 | — | $287,274 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | — | — | 9,632 | $578,787 | | Brendan Brothers | 12/06/2023 | — | — | $750,000 | $1,500,000 | — | — | — | — | — | | | 03/20/2024 | 04/01/2024 | — | — | — | — | 22,475 | 44,950 | — | $1,763,164 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | 3,210 | 6,420 | — | $191,477 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | — | — | 37,825 | $2,356,170 | | | 03/20/2024 | 04/01/2024 | — | — | — | — | — | — | 6,421 | $385,837 |
2024 Grants of Plan-Based Awards Table
| 1. | The amounts reported in these columns represent the possible range of payments under the ECIP or other performance-based incentive compensation programs. Amounts are considered earned in fiscal year 2024 although they were not paid until 2025. For information about the amounts actually earned by each NEO under the ECIP, see “Executive Compensation – Executive Compensation Tables – 2024 Summary Compensation Table.” |
2024 Grants of Plan-Based Awards Table
| 2. | The amounts reported in these columns represent the possible range of PSUs that each NEO may earn under the Equity Plan, depending on the achievement of performance goals established by the Management Compensation Committee and/or Board. For further information, see “Executive Compensation – Compensation Discussion and Analysis – 2024 Compensation Decisions – Long-Term Incentive Compensation.” |
2024 Grants of Plan-Based Awards Table
| 3. | The amounts reported in this column represent the grant date fair value of the total equity awards reported in the previous columns calculated pursuant to FASB ASC Topic 718 based upon the assumptions discussed in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in our Form 10-K. For further information about the calculation of these amounts, see “Executive Compensation - Executive Compensation Tables – 2024 Summary Compensation Table.” |
2024 Outstanding Equity Awards at Fiscal Year-End Table
2024 Outstanding Equity Awards at Fiscal Year-End Table
2024 Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(11) | | Adena T. Friedman | 806,451 | — | — | $22.23 | 01/03/2027 | — | — | — | — | | | — | 613,872 | — | $67.48 | 01/03/2032 | 13,260(1) | $1,025,131 | — | — | | | — | — | — | — | — | 26,382(2) | $2,039,592 | 191,176(7) | $14,779,817 | | | — | — | — | — | — | 47,794(3) | $3,694,954 | 292,180(8) | $22,588,436 | | | — | — | — | — | — | 41,740(4) | $3,226,919 | 41,740(9) | $3,226,919 | | Sarah Youngwood | — | — | — | — | — | 59,694(5) | $4,614,943 | 179,082(8) | $13,844,829 | | Tal Cohen | — | — | — | — | — | 1,989(1) | $153,770 | — | — | | | — | — | — | — | — | 19,239(1) | $1,487,367 | — | — | | | — | — | — | — | — | 4,395(2) | $339,777 | 36,764(7) | $2,842,225 | | | — | — | — | — | — | 9,191(3) | $710,556 | 89,902(8) | $6,950,324 | | | — | — | — | — | — | 12,843(4) | $992,892 | 12,842(9) | $992,815 | | P.C. Nelson Griggs | — | — | — | — | — | 2,121(1) | $163,975 | — | — | | | — | — | — | — | — | 4,395(2) | $339,777 | — | — | | | — | — | — | — | — | 9,191(3) | $710,556 | 36,764(7) | $2,842,225 | | | — | — | — | — | — | 12,843(4) | $992,892 | 89,902(8) | $6,950,324 | | | — | — | — | — | — | 22,494(6) | $1,739,011 | 12,842(9) | $992,815 | | Bradley J. Peterson | — | — | — | — | — | 2,520(1) | $194,821 | — | — | | | — | — | — | — | — | 4,395(2) | $339,777 | — | — | | | — | — | — | — | — | 9,191(3) | $710,556 | 36,764(7) | $2,842,225 | | | — | — | — | — | — | 9,632(4) | $744,650 | 67,426(8) | $5,212,704 | | | — | — | — | — | — | 22,494(6) | $1,739,011 | 9,632(9) | $744,650 | | Brendan Brothers(10) | — | — | — | — | — | — | — | — | — |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 1. | These RSUs vested on April 1, 2025. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 2. | These RSU awards vested as to 33% on April 1, 2024, 33% vested on April 1, 2025, and the remaining shares will vest on April 1, 2026. The share amounts shown in the table represent the shares remaining to vest as of December 31, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 3. | These RSU awards vested 33% on April 3, 2025, 33% will vest on April 3, 2026, and the remaining shares will vest on April 3, 2027. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 4. | These RSUs will vest as to 33% on April 1, 2026, 33% on April 1, 2027, and the remaining shares on April 1, 2028. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 5. | This RSU award vested as to 33% on December 6, 2024, 33% will vest on December 6, 2025, and the remaining shares will vest on December 6, 2026. The share amounts shown in the table represent the shares remaining to vest as of December 31, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 6. | These RSUs will vest on July 1, 2025. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 7. | This PSU award is subject to a three-year performance period ending on December 31, 2025. The amount reported is the target award amount, although the actual number of shares awarded could range from 0% to 200% of the target award amount, depending on the level of achievement of certain specified performance goals established by the Management Compensation Committee and/or Board. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 8. | This PSU award is subject to a three-year performance period ending on December 31, 2026. Per the SEC rules, the amount reported is the maximum award amount, although the actual number of shares awarded could range from 0% to 200% of the target award amount, depending on the level of achievement of certain specified performance goals established by the Management Compensation Committee and/or Board. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 9. | This PSU award is subject to a two-year performance period ending on December 31, 2025. Per the SEC rules, the amount reported is the maximum award amount, although the actual number of shares awarded could range from 0% to 200% of the target award amount, depending on the level of achievement of certain specified performance goals established by the Management Compensation Committee and/or Board. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 10. | Mr. Brothers forfeited all of his outstanding unvested equity upon his departure from the Company on December 31, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| 11. | Amounts in this column are based on a closing price of $77.31 on December 31, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| | NASDAQ PROXY STATEMENT |
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Adena T. Friedman(2) | — | — | 214,082 | $15,016,418 | | Sarah Youngwood(3) | — | — | 29,847 | $2,421,786 | | Tal Cohen(4) | — | — | 53,613 | $3,870,533 | | P.C. Nelson Griggs(5) | — | — | 58,302 | $4,099,402 | | Bradley J. Peterson(6) | — | — | 59,133 | $4,151,165 | | Brendan Brothers(7) | — | — | 47,016 | $3,206,174 |
2024 Option Exercises and Stock Vested Table
| 1. | The amounts reported in this column are calculated by multiplying the number of shares of stock that vested by the closing market price of our common stock on the vesting date. |
2024 Option Exercises and Stock Vested Table
| 2. | The amount reported includes 108,440 shares that were withheld to pay taxes in connection with the vesting(s). |
2024 Option Exercises and Stock Vested Table
| 3. | The amount reported includes 14,888 shares that were withheld to pay taxes in connection with the vesting(s). |
2024 Option Exercises and Stock Vested Table
| 4. | The amount reported includes 25,569 shares that were withheld to pay taxes in connection with the vesting(s). |
2024 Option Exercises and Stock Vested Table
| 5. | The amount reported includes 27,962 shares that were withheld to pay taxes in connection with the vesting(s). |
2024 Option Exercises and Stock Vested Table
| 6. | The amount reported includes 25,186 shares that were withheld to pay taxes in connection with the vesting(s). |
2024 Option Exercises and Stock Vested Table
| 7. | The amount reported includes 24,120 shares that were withheld to pay taxes in connection with the vesting(s). |
Non-Qualified Deferred Compensation Table
Non-Qualified Deferred Compensation Table The following table shows the executive contributions, earnings, withdrawals, and account balances for the NEOs for our deferred compensation plan. This plan for certain U.S. employees is an unfunded, unsecured deferred compensation plan. The Company does not make contributions on behalf of participants to the deferred compensation plan.
Non-Qualified Deferred Compensation Table
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Average Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Adena T. Friedman | $500,993 | — | $84,096 | — | $1,655,165 | | Sarah Youngwood | — | — | — | — | — | | Tal Cohen | — | — | $21,495 | — | $949,405 | | P.C. Nelson Griggs | — | — | — | — | — | | Bradley J. Peterson | — | — | $147,450 | — | $1,030,024 | | Brendan Brothers | — | — | — | — | — |
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 agreements or arrangements with four of our NEOs: Ms. Friedman, Ms. Youngwood, Mr. Cohen and Mr. Peterson. We also have entered into continuing obligations agreements with the NEOs, related to confidentiality and intellectual property protection. The employment agreements prohibit them from rendering services to a competing entity following their last date of employment for a period of two years for Ms. Friedman and Mr. Peterson, and 12 months for Mr. Cohen. To receive certain termination payments and benefits, each of Ms. Friedman and Messrs. Cohen and Peterson must execute a general release of claims against Nasdaq. In addition, termination payments and benefits may be discontinued if such individual breaches the restrictive covenants in either the employment agreement or the continuing obligations agreement. Each employment agreement sets forth the payments and benefits the applicable NEO will receive under various termination scenarios, as described below.
Employment Agreement
| ● | continued vesting of any outstanding equity awards for 24 months (with performance-based vesting to be based on actual performance); |
Employment Agreement
| ● | continued vesting of any outstanding equity awards (with performance-based vesting to be based on actual performance); |
Employment Agreement
| ● | continued vesting of any outstanding equity awards for 12 months (with performance-based vesting to be based on actual performance); |
Employment Agreement
| ● | continued vesting of any outstanding equity awards granted prior to the commencement of the retirement notice period and pro-rata vesting of any outstanding equity awards granted during the retirement notice period (with performance-based vesting to be based on actual performance); |
Employment Agreement
| ● | continued vesting of any outstanding equity awards (with performance-based vesting to be based on actual performance); |
Employment Agreement
| ● | continued vesting of any outstanding equity awards granted prior to the commencement of the retirement notice period and pro-rata vesting of any outstanding equity awards granted during the retirement notice period (with performance-based vesting to be based on actual performance); |
Employment Agreements
| ● | full vesting of their outstanding equity awards in accordance with the terms of the Equity Plan. |
Employment Agreements
| ● | full vesting of his outstanding equity awards in accordance with the terms of the Equity Plan. |
Estimated Termination or Change in Control Payments and Benefits
Estimated Termination or Change in Control Payments and Benefits The table below reflects the payments and benefits payable to each NEO in the event of a termination of the executive’s employment under several different circumstances. The amounts shown assume that termination was effective as of December 31, 2024, use the executive’s compensation and service levels as of that date, and are estimates of the amounts that would be payable to the NEOs in each situation; provided, however, that Mr. Brothers departed from his role on September 6, 2024. Mr. Brothers did not receive any separation or severance payments upon his departure from the Company and therefore does not appear in the table below. Mr. Brothers, who remained as an advisor to the Company through December 31, 2024, received his 2024 bonus payment. The actual amounts to be paid can be determined only at the time of an executive’s actual separation from the Company. Factors that may affect the nature and amount of payments made on termination of employment, among others, include the timing of the event, compensation level, the market price of the Company’s common stock, and the executive’s age. Annual incentive amounts are shown at target. The reported value of the accelerated vesting of outstanding equity awards is based on the intrinsic value of these awards (the value based upon the market price of the Company’s common stock on December 31, 2024). The value of PSUs that continue to vest after termination is reported as if the grants vested at target on the termination date. The amounts shown in the table do not include payments and benefits available generally to salaried employees, such as any death, disability, or welfare benefits available under broad-based plans.
Estimated Termination or Change in Control Payments and Benefits
| Named Executive Officer | Involuntary Termination Not for Cause or Voluntary Termination with Good Reason ($) | Death ($) | Disability ($) | Termination Due to Change in Control (“Double Trigger”) ($) | | Adena T. Friedman | | | | | | Severance | $10,000,000 | — | — | $10,000,000 | | Pro-Rata Current Year Annual Incentive(1) | $3,750,000 | $3,750,000 | $3,750,000 | $3,750,000 | | Equity Vesting(2) | $3,276,552 | $9,986,597 | $9,986,597 | $9,986,597 | | Continued Performance-Based Equity Vesting(2) | $14,779,817 | $27,687,494 | $27,687,494 | $27,687,494 | | Non-Qualified Stock Options(2) | — | $6,030,249 | $6,030,249 | $6,030,249 | | Health & Welfare Benefits Continuation | $34,897 | — | — | $40,597 | | TOTAL | $31,841,266 | $47,454,340 | $47,454,340 | $57,494,937 | | Sarah Youngwood | | | | | | Severance | $2,450,000 | — | — | $2,800,000 | | Pro-Rata Current Year Annual Incentive(1) | $1,400,000 | — | — | $1,400,000 | | Equity Vesting(3) | $4,614,943 | $4,614,943 | $4,614,943 | $4,614,943 | | Continued Performance-Based Equity Vesting(3) | $6,922,415 | $6,922,415 | $6,922,415 | $6,922,415 | | Health & Welfare Benefits Continuation | $24,876 | — | — | $49,752 | | Outplacement Services | — | — | — | $50,000 | | TOTAL | $15,412,234 | $11,537,358 | $11,537,358 | $15,837,110 |
Estimated Termination or Change in Control Payments and Benefits
| | NASDAQ PROXY STATEMENT |
Estimated Termination or Change in Control Payments and Benefits
| Named Executive Officer | Involuntary Termination Not for Cause or Voluntary Termination with Good Reason ($) | Death ($) | Disability ($) | Termination Due to Change in Control (“Double Trigger”) ($) | | Tal Cohen | | | | | | Severance | $2,450,000 | — | — | $2,800,000 | | Pro-Rata Current Year Annual Incentive(1) | $1,400,000 | $1,400,000 | $1,400,000 | $1,400,000 | | Equity Vesting | — | $2,047,942 | $2,047,942 | $3,684,363 | | Continued Performance-Based Equity Vesting | — | $6,813,794 | — | $6,813,794 | | Health & Welfare Benefits Continuation | $24,876 | — | — | $49,752 | | Outplacement Services | $50,000 | — | — | $50,000 | | TOTAL | $3,924,876 | $10,261,736 | $3,447,942 | $14,797,909 | | P.C. Nelson Griggs | | | | | | Severance | $2,450,000 | — | — | $2,800,000 | | Pro-Rata Current Year Annual Incentive(1) | $1,400,000 | $1,400,000 | $1,400,000 | $1,400,000 | | Equity Vesting | — | $2,309,791 | $2,309,791 | $3,946,212 | | Continued Performance-Based Equity Vesting | — | $6,813,794 | — | $6,813,794 | | Health & Welfare Benefits Continuation | $24,876 | — | — | $49,752 | | Outplacement Services | $50,000 | — | — | $50,000 | | TOTAL | $3,924,876 | $10,523,585 | $3,709,791 | $15,059,758 | | Bradley J. Peterson | | | | | | Severance | — | — | — | $2,275,000 | | Pro-Rata Current Year Annual Incentive(1) | $975,000 | $975,000 | $975,000 | $975,000 | | Equity Vesting | $3,728,816 | $2,340,638 | $2,340,638 | $3,728,816 | | Continued Performance-Based Equity Vesting | $5,820,902 | $5,820,902 | — | $5,820,902 | | Health & Welfare Benefits Continuation | $40,000 | — | — | $38,602 | | Financial and Tax Services | $28,110 | — | — | — | | TOTAL | $10,592,828 | $9,136,540 | $3,315,638 | $12,838,320 |
Estimated Termination or Change in Control Payments and Benefits
| 1. | Assumes payment at target. |
Estimated Termination or Change in Control Payments and Benefits
| 2. | Upon an involuntary termination not for cause or voluntary termination with good reason, under the terms of Ms. Friedman’s employment agreement effective as of December 31, 2024, she is entitled to continued vesting for 12 months of her outstanding PSUs, RSUs, and options, with any performance-based vesting based on actual performance goals during the respective performance periods. |
Estimated Termination or Change in Control Payments and Benefits
| 3. | Upon an involuntary termination not for cause or voluntary termination with good reason, under the terms of Ms. Youngwood’s employment offer letter, she is entitled to accelerated vesting of the equity grant that she received on December 6, 2023. |
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. Displayed amounts in this Pay Versus Performance section may not sum due to rounding additive figures to the nearest dollar.
Pay Versus Performance
| | | | | | 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) | Average Summary 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 (g) | Net Income (millions) 7 (h) | Non-GAAP Operating Income (millions) 8 (i) | | 2024 | $21,518,170 | $51,071,259 | $5,899,388 | $9,535,250 | $233 | $199 | $1,117 | $2,465 | | 2023 | $18,498,752 | $9,815,212 | $6,457,253 | $5,281,897 | $173 | $155 | $1,059 | $1,938 | | 2022 | $28,045,305 | $25,888,844 | $6,391,803 | $6,467,133 | $179 | $134 | $1,125 | $1,820 | | 2021 | $19,965,893 | $69,015,180 | $3,411,044 | $11,672,259 | $202 | $151 | $1,187 | $1,849 | | 2020 | $15,807,618 | $31,960,132 | $3,970,881 | $7,136,488 | $126 | $111 | $933 | $1,530 |
Pay Versus Performance
| 1. | The Principal Executive Officer (PEO) and non-PEO NEOs from 2020–2024 were as detailed in the table below. |
Pay Versus Performance
| Year | 2020 | 2021 | 2022 | 2023 | 2024 | | PEO | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | | Non-PEO NEOs | Michael Ptasznik | Ann M. Dennison | Ann M. Dennison | Sarah Youngwood | Sarah Youngwood | | | Lauren B. Dillard | Michael Ptasznik | Tal Cohen | Ann M. Dennison | Tal Cohen | | | P.C. Nelson Griggs | Lauren B. Dillard | P.C. Nelson Griggs | Tal Cohen | P.C. Nelson Griggs | | | Bradley J. Peterson | P.C. Nelson Griggs | Bradley J. Peterson | P.C. Nelson Griggs | Bradley J. Peterson | | | | Bradley J. Peterson | | Brendan Brothers | Brendan Brothers |
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 “Executive Compensation – Executive Compensation Tables – 2024 Summary Compensation Table.” |
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: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Total PEO Equity Award Adjustments a | Compensation Actually Paid to PEO | | 2024 | $21,518,170 | ($15,213,813) | $44,766,902 | $51,071,259 |
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: |
Pay Versus Performance
| | NASDAQ PROXY STATEMENT |
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 | | 2024 | ($15,213,813) | $22,954,509 | $15,497,101 | $6,315,292 | $44,766,902 |
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. |
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: |
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 | | 2024 | $5,899,388 | ($3,513,961) | $7,149,823 | $9,535,250 |
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 i n 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 : |
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 | | 2024 | ($3,513,961) | $3,886,977 | $2,105,431 | $528,039 | $813,013 | ($183,636) | $7,149,823 |
Pay Versus Performance
| 6. | Represents the cumulative TSR measured from December 31, 2019 through the end of each year shown for the S&P 500 GICS 4020 Index, identified by Nasdaq as the “Peer Group” in its Form 10-K for the purposes of Item 201(e) of Regulation S-K. |
Pay Versus Performance
| 7. | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| 8. | 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 71 of this Proxy Statement. The Company makes certain adjustments to the Non-GAAP Operating Income amount used to calculate the Corporate Objectives Performance and accordingly, the Non-GAAP Operating Income amount shown above differs from the Non-GAAP Operating Income described in Annex A of this Proxy Statement. See also Annex A of this Proxy Statement for more information on adjustments to non-GAAP measures. |
Analysis of the Information Presented in the Pay versus Performance Table
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 2024. While compensation actually paid als o correlated with the Company Selected Measure (Non-GAAP Operating Income) from 2020 to 2022 and from 2023 to 2024, compensation actually paid decreased from 2022 to 2023 even as the Company Selected Measure incre ased. 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. We have included 2019 in the first table above solely for the purpose of indexing TSR.
Analysis of the Information Presented in the Pay versus Performance Table
| | NASDAQ PROXY STATEMENT |
CEO Pay Ratio
CEO Pay Ratio Under the Dodd-Frank 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. In accordance with SEC rules requiring the identification of a new median employee every three years, Nasdaq has identified a new median employee for 2024. Our methodology to identify the median of the annual total compensation of all employees in 2024 included the following assumptions, adjustments, and estimates.
CEO Pay Ratio
| ● | We identified the median employee by reviewing the 2024 actual total compensation (which consists of the employee’s base salary, actual bonus paid in 2024, and grant date value of actual equity awards granted in 2024) of all full-time, part-time, and hourly employees employed by us as of October 31, 2024. |
CEO Pay Ratio
| ● | Consistent with the applicable rules, in 2024 we excluded certain employees from our total employee population in determining our median employee. |
CEO Pay Ratio
| – | As permitted under the non-U.S. de minimis exemption, we excluded 439 employees located in jurisdictions outside of the United States, as follows: (i) 409 employees in the Philippines, and (ii) 30 employees in Colombia. |
CEO Pay Ratio
| – | Following the application of these exclusions, the total number of employees used in our median employee analysis was 8,809 (4,212 employees from the Americas, 2,491 employees from Europe, the Middle East, and Africa, and 2,106 employees from the Asia Pacific region). |
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. |
CEO Pay Ratio
| ● | We did not make any cost-of-living adjustments or full-time equivalent adjustments in identifying the median employee. |
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 2024 CEO Pay Ratio as follows.
CEO Pay Ratio
| ● | The 2024 annual total compensation of Ms. Friedman was $21,518,170. |
CEO Pay Ratio
| ● | Based on the same methodology used in calculating the total reflected in the 2024 Summary Compensation Table, the 2024 annual total compensation of the median employee was $92,031. |
CEO Pay Ratio
| ● | The ratio of the 2024 annual total compensation of Ms. Friedman to the 2024 annual total compensation of the median employee was 234 to 1. |
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