DEF 14A of Interactive Brokers Group, Inc., Mar 11, 2026

DEF 14A of Interactive Brokers Group, Inc.

Filed Mar 11, 2026 · FY20250001381197-26-000066

Open on EDGAR

  1. Family Relationships of Directors and Executive Officers

    Family Relationships of Directors and Executive Officers Other than Mr. William Peterffy, who is the son of Mr. Thomas Peterffy, our Founder and Chairman, none of the current directors or officers, or nominees for director, is related to any other officer or director of the Company or to any nominee for director.

  2. Severance Arrangements

    Severance Arrangements None of our named executive officers have employment agreements and none are subject to severance arrangements. A portion of our named executive officers’ compensation package is in the form of restricted stock units granted under the Stock Incentive Plan. The form of award agreement that we use for granting restricted stock units under the Stock Incentive Plan provides that employees who discontinue employment with us for reasons other than for cause and continue to satisfy certain post-employment requirements and restrictions will be eligible to earn 50% of previously granted but not yet earned stock awards, unless the employee is over the age of 59, in which case the employee would be eligible to receive 100% of previously granted but not yet earned stock awards. Such stock awards will continue to vest and be earned upon the vesting schedule set forth in the applicable award agreement. The conditions that must be satisfied in order for such vesting to apply are described below in the section titled “Potential Payments Upon Termination or Change in Control.”

  3. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation” (“ASC Topic 718”), to account for stock awards granted under the Stock Incentive Plan. ASC Topic 718 requires all share-based payments to employees to be recognized in the financial statements using a fair value-based method. Grants, which are denominated in U.S. dollars, are communicated to employees in the year of grant, thereby establishing the fair value of each grant. The fair value of stock awards granted to employees are generally expensed as follows: 50% in the year of grant in recognition of the plans’ post-employment provisions (as described below) and the remaining 50% over the related vesting period utilizing the “graded vesting” method permitted under ASC Topic 718. In the case of “retirement eligible” employees (those employees older than 59 at the time of the grant), 100% of stock awards are expensed when granted. Stock awards granted under our Stock Incentive Plan are subject to certain post-employment provisions in the event an employee ceases employment with the Company. The form of award agreement used for making grants under the Stock Incentive Plan provides that employees who discontinue employment with the Company (other than for cause) and who continue to satisfy certain post-employment requirements and restrictions will be eligible to earn 50% of previously granted but not yet earned stock awards or, if the employee is over the age of 59, 100% of previously granted but not yet earned stock awards. We have never issued stock options to our employees.

  4. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As noted elsewhere in this Proxy Statement, we have not entered into any employment, separation or other agreements with our named executive officers that provide for severance payments that would be triggered by a termination of employment. Also, we have not entered into any agreements that provide for payments or accelerated benefits in connection with a change in control. Under the form of award agreement that we have used to make grants of restricted stock units under the Stock Incentive Plan, unvested restricted stock units are eligible to continue to vest, in accordance with the terms of the applicable vesting schedule, following a named executive officer’s termination of employment other than for cause, subject to certain conditions. In order for such awards to continue to vest following a termination of employment, the following conditions must be satisfied: (i) the executive provides us with a release of claims, in a form satisfactory to the Company, executed on or before the 60th day following termination of employment; (ii) the executive must provide consulting services for us for up to two hours every calendar quarter that any award remains unvested; (iii) the executive must not directly or indirectly in any domestic or foreign market trade professionally, assist, or provide services, brokerage or facilities to others that directly or indirectly trade, products traded or brokered by us (including, without limitation, products related to options, equities, currencies, debt and indices); (iv) the executive must not engage in any business that competes with any of our lines of business worldwide; (v) the executive must not assist or recommend that others employ, solicit or affiliate with any person who was employed by us in the six months prior to the employment termination; and (vi) the executive must advise us of the details of his or her employment and other information reasonably requested by us from time to time. If a named executive officer has attained age 59 at the time of termination of employment, all of the executive’s outstanding stock awards will be eligible to continue to vest, conditioned upon the satisfaction of the foregoing conditions and if the named executive officer has not attained age 59 at the time of termination of employment, 50% of each outstanding stock award will not vest and the remaining 50% of the stock award will be eligible to continue to vest in accordance with the specified vesting schedule.

  5. Executive Employment Agreements

    Executive Employment Agreements We have not entered into employment agreements with our named executive officers, and we do not plan on entering into employment agreements at this time. Similarly, we have not entered into, and do not plan on entering into any other agreements that provide for severance benefits upon a termination of employment or payments or benefits in connection with a change in control. Each of our named executive officers have entered into a restrictive covenant agreement that includes non-disclosure, non-competition, and non-solicitation covenants that are applicable following a termination of employment.

  6. Stock Incentive Plan

    Stock Incentive Plan Under the Stock Incentive Plan up to 160 million shares, on a post-split basis, of common stock may be issued to satisfy vested stock awards granted to directors, officers, employees, contractors and consultants of the Company and its subsidiaries. The purpose of the Stock Incentive Plan is to promote the Company’s long-term financial success by attracting, retaining and rewarding eligible participants. As a result of the Company’s organizational structure as described in the “Business – Our Organizational Structure” in Part 1, Item1 of our Annual Report on Form 10-K for the year ended December 31, 2025, there is no material dilutive effect upon ownership of common stockholders of issuing shares under the Stock Incentive Plan. The issuances do not materially dilute the book value of the ownership of common stockholders because the stock awards are granted at market value, and upon their vesting and the related issuance of shares of common stock, the ownership of IBG, Inc. in IBG LLC increases proportionately to the shares issued. As a result of such proportionate increase in share ownership, the dilution upon issuance of common stock is borne by IBG LLC’s majority member (i.e., noncontrolling interest), Holdings, and not by IBG, Inc. or its common stockholders. Additionally, dilution of earnings that may take place after issuance of common stock is reflected in the earnings per share (“EPS”) reported in the Company’s financial statements. The EPS dilution can be neither estimated nor projected, but historically it has not been material. The Stock Incentive Plan is administered by the Compensation Committee. The Compensation Committee has discretionary authority to determine the eligibility to participate in the Stock Incentive Plan and establishes the terms and conditions of the stock awards, including the number of stock awards granted to each participant and all other terms and conditions applicable to such stock awards in individual grant agreements. Neither the Stock Incentive Plan nor any stock awards granted under the Stock Incentive Plan provide for acceleration upon a change in control. Rather, the Stock Incentive Plan provides that, upon a change in control, the Compensation Committee may, at its discretion, fully vest any granted but not yet earned stock awards under the Stock Incentive Plan, or provide that any such granted but not yet earned awards will be honored or assumed, or new rights substituted by the new employer on a substantially similar basis and on terms and conditions substantially comparable to those of the Stock Incentive Plan. We generally grant stock awards on or about December 31 of each year to employees under the Company’s Stock Incentive Plan. We granted 1,876,533 restricted stock units in 2025 under the Stock Incentive Plan. Under applicable tax law, we are required to withhold an amount based on the value of the shares upon their issuance, and remit the withheld amount to the Internal Revenue Service (“IRS”) and other taxing authorities. To effect that withholding, we may redeem a portion of the shares with an aggregate fair market value equal to the amount of taxes we are required to withhold and remit. For instance, if 1,000 shares would become issuable and we were required to withhold for federal taxes an amount equal to 40% of the value, we would redeem 400 shares and the employee would reclaim 600 shares. The source of funds for the amount to be remitted to the IRS would be a redemption by IBG LLC of a corresponding number of our interests in IBG LLC. Alternatively, we may elect to effect the withholding by facilitating the sale of a portion of the shares, on behalf of employees, in the open market, and the proceeds of such sales would be remitted to the IRS and other taxing authorities. Stock awards granted under the Stock Incentive Plan are subject to the plan’s post-employment provisions in the event an employee ceases employment with the Company. The form of award agreement that we use for granting restricted stock units under the Stock Incentive Plan provides that employees who discontinue employment with the Company other than for cause and continue to meet the terms of the plans’ post-employment provisions will be eligible to earn 50% of previously granted but not yet earned stock awards, unless the employee is over the age of 59, in which case the employee would be eligible to receive 100% of previously granted but not yet earned stock awards. Such stock awards will continue to vest and be earned upon the vesting schedule set forth in the applicable award agreement. The conditions that must be satisfied in order for an employee to achieve such vesting are the same as those applicable to our named executive officers, which requirements are described above in the section titled “Potential Payments Upon Termination or Change in Control.”

  7. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our named executive officers for the fiscal years ended December 31, 2025, 2024 and 2023. For purposes of this disclosure, our named executive officers are our Chairman, Vice Chairman, Chief Executive Officer and President, Chief Financial Officer and the other most highly compensated executive officer as determined by their total compensation in the table below.

  8. Summary Compensation Table

    | Name and Principal Positions | Year | Salary(1),(2) | Bonus | Stock Awards(3) | All Other Compensation(4),(5) | Total | | | (in dollars) | | | | | | | Thomas Peterffy | 2025 | $591,500 | — | — | $175,000 | $766,500 | | Chairman | 2024 | $575,000 | — | — | $175,000 | $750,000 | | | 2023 | $550,000 | — | — | $175,000 | $725,000 | | Earl H. Nemser | 2025 | $770,000 | $1,000,000 | $1,550,000 | $252,380 | $3,572,380 | | Vice Chairman and Director | 2024 | $755,000 | $1,000,000 | $1,425,000 | $244,385 | $3,424,385 | | | 2023 | $730,000 | $900,000 | $1,225,000 | $205,923 | $3,060,923 | | Milan Galik | 2025 | $590,000 | $4,000,000 | $14,550,000 | $529,486 | $19,669,486 | | Chief Executive Officer, President | 2024 | $575,000 | $3,762,000 | $12,525,000 | $471,150 | $17,333,150 | | and Director | 2023 | $550,000 | $3,475,000 | $11,025,000 | $329,511 | $15,379,511 | | Paul J. Brody | 2025 | $590,000 | $2,500,000 | $3,500,000 | $279,565 | $6,869,565 | | Chief Financial Officer, Treasurer, | 2024 | $575,000 | $2,420,000 | $3,295,000 | $272,736 | $6,562,736 | | Secretary and Director | 2023 | $550,000 | $2,350,000 | $3,200,000 | $221,564 | $6,321,564 | | Thomas A. Frank | 2025 | $590,000 | $400,000 | $900,000 | $81,021 | $1,971,021 | | Executive Vice President | 2024 | $575,000 | $425,000 | $1,210,000 | $75,863 | $2,285,863 | | | 2023 | $550,000 | $825,000 | $1,225,000 | $48,792 | $2,648,792 |

  9. Summary Compensation Table

    (1) Mr. Thomas Peterffy’s salary is capped at 0.2% of IBG LLC’s net income. (2) For each of the fiscal years ended December 31, 2025, 2024 and 2023, amounts for Mr. Nemser include $180,000, respectively, of IBG LLC director fees paid to Mr. Nemser, which have historically been included as part of Mr. Nemser’s salary in the table above. No other named executive officer received IBG LLC director fees during the fiscal years ended December 31, 2025, 2024 and 2023. (3) The amounts shown represent the fair value of restricted stock units granted to our named executive officers under the Stock Incentive Plan in accordance with ASC Topic 718. For information on the assumption used in determining the fair value of stock awards granted under the Stock Incentive Plan, refer to Notes 2 and 10 to our consolidated financial statements filed with the Annual Report on Form 10-K for the year ended December 31, 2025. The amounts for Messrs. Nemser, Galik, and Brody include the fair market value of the annual grant of restricted stock units granted in connection with their Board service. The value of the grant for each individual in 2025 was $50,000. (4) The table below details the components of All Other Compensation for the year ended 2025.

  10. Summary Compensation Table

    | | Director Fees | Dividend Equivalent Payments | 401(k) Retirement Plan - Company Match | Vacation Payout | Total | | Thomas Peterffy | $175,000 | — | — | — | $175,000 | | Earl H. Nemser | $175,000 | $39,765 | $15,500 | $22,115 | $252,380 | | Milan Galik | $150,000 | $354,565 | $15,500 | $9,421 | $529,486 | | Paul J. Brody | $150,000 | $114,065 | $15,500 | — | $279,565 | | Thomas A. Frank | — | $43,406 | $15,500 | $22,115 | $81,021 |

  11. Summary Compensation Table

    IBG LLC operates in the form of a limited liability company. The amounts in the column for “All Other Compensation” do not include distributions received by each named executive officer from Holdings relating to Holdings' invested capital in IBG LLC, as these amounts do not constitute compensatory payments. These distributions were made in part to assist the holders of Holdings member interests in paying personal income taxes on their proportionate share of the consolidated profits of Holdings and to satisfy the contractual terms of the Tax Receivable Agreement (see below for a description). No distributions were received by named executive officers for the year ended December 31, 2025. As a result of a restructuring in late 2018, the distributions paid by IBG LLC to Holdings are now paid largely to IBKR Member Holdings LLC, an entity that is taxed as a corporation. Certain amounts reported in prior years have been amended to include amounts paid in the subsequent year that were attributable to the year being reported. These amounts were not known at the time the corresponding original filings were prepared. (Note: If amended, the change from the previously reported amount is shown in parentheses.) For the year ended December 31, 2025, IBKR Member Holdings LLC paid approximately $390,844,000 of taxes, of which approximately $365,026,000, $1,603,000, $5,640,000, $2,297,000, and $6,165,000 are attributable to the equity holdings of Messrs. Thomas Peterffy and his affiliates, Nemser, Galik and Brody and Dr. Frank, respectively. For the year ended December 31, 2024, IBKR Member Holdings LLC paid approximately $458,994,000 ($8,594,000) of taxes, of which approximately $427,866,000 ($8,026,000), $2,024,000 ($35,000), $6,611,000 ($124,000), $2,848,000 ($51,000), and $7,227,000 ($136,000) are attributable to the equity holdings of Messrs. Thomas Peterffy and his affiliates, Nemser, Galik and Brody and Dr. Frank, respectively. For the year ended December 31, 2023, IBKR Member Holdings LLC paid approximately $430,643,000 of taxes, of which approximately $399,331,000, $2,261,000, $6,171,000, $3,051,000, and $7,526,000 are attributable to the equity holdings of Messrs. Thomas Peterffy and his affiliates, Nemser, Galik and Brody and Dr. Frank, respectively.

  12. Stock Vested Table

    Stock Vested Table The following table contains information about stock awards that vested during the year ended December 31, 2025.

  13. Stock Vested Table

    | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Earl H. Nemser | 60,568 | $2,810,355(1) | | | 778 | $50,000(2) | | Milan Galik | 554,560 | $25,731,584(1) | | | 778 | $50,000(2) | | Paul J. Brody | 197,820 | $9,178,848(1) | | | 778 | $50,000(2) | | Thomas A. Frank | 75,304 | $3,494,106(1) |

  14. Stock Vested Table

    (1) The value realized is based on the closing price of our common stock on the vesting date, May 9, 2025, of $46.40. (2) The value realized is based on the closing price of our common stock on the vesting date, December 31, 2025, of $64.31.

  15. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing the following information about the relationship of the annual total compensation of our Chief Executive Officer and President, Mr. Milan Galik, and the annual total compensation of our median employee. For the year ended December 31, 2025: • The median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer and President) was approximately $111,200; • The annual total compensation of our Chief Executive Officer and President was $19,669,486 (as disclosed in the Summary Compensation Table herein); and • Based on this information, the ratio of the annual total compensation of our Chief Executive Officer and President to the median employee was 177 to 1. To determine the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer and President), we identified our total employee population as of December 31, 2025, which consisted of 3,182 individuals, all of which were full-time equivalent employees. We determined the median based on each employee’s annual total compensation as of December 31, 2025. Annual total compensation consisted of base pay, cash bonuses, the fair value of stock awards granted under the Stock Incentive Plan at the grant date, dividend equivalent payments on unvested stock awards, Company match 401(k) retirement plan contributions, and vacation payout. The annual total compensation of the median employee was calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  16. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”), as determined under SEC rules, and certain financial performance measures of the Company. Our Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see the Setting Executive Compensation section contained in this Proxy Statement.

  17. Pay versus Performance Table

    Pay versus Performance Table The table below presents the compensation paid to our principal executive officer (“PEO”) and the aggregate compensation paid to our other named executive officers (“NEOs”), our Total Stockholder Return (“TSR”) and the TSR of our peer group, and our performance with respect to two other performance metrics for 2025 and each of the four previous fiscal years. The compensation amounts reflected in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our PEO or our other NEOs.

  18. Pay versus Performance Table

    | | Summary | Compensation | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment(4) Based on: | | | Adjusted | | Fiscal Year | Compensation Table Total for PEO(1) | Actually Paid to PEO(2) | Table Total for Non- PEO NEOs(2)(3) | Actually Paid to Non- PEO NEOs(2)(3) | IBKR Total Stockholder Return | S&P 500 Total Stockholder Return(5) | Net Income (in millions) | Pre- Tax Profit Margin(6) | | 2025 | $19,669,486 | $42,156,235 | $3,294,867 | $6,411,957 | $434 | $196 | $4,357 | 77% | | 2024 | $17,333,150 | $53,300,542 | $3,255,746 | $8,612,750 | $297 | $166 | $3,407 | 72% | | 2023 | $15,379,511 | $19,849,625 | $3,189,070 | $3,902,730 | $138 | $133 | $2,812 | 71% | | 2022 | $14,041,987 | $8,571,380 | $3,008,361 | $2,028,489 | $120 | $105 | $1,842 | 67% | | 2021 | $12,289,397 | $19,472,820 | $2,828,285 | $4,188,291 | $131 | $129 | $1,636 | 67% |

  19. Pay versus Performance Table

    (1) The principal executive officer (“PEO”) is Mr. Milan Galik, our Chief Executive Officer and President. (2) To calculate the CAP to the PEO and the average CAP to the non-PEO NEOs, the below adjustments were made to total compensation as reported in the Summary Compensation Table. The adjustments were calculated according to the prescribed method determined by the SEC for the calculation of CAP for the periods presented:

  20. Pay versus Performance Table

    | | | Adjustments | | | | | | | Year | Summary Compensation Total | Amounts Reported in the Summary Compensation Table for Stock Awards | Fair Value of Stock Awards Granted During the Year, Outstanding and Unvested at Year- End | Change in Fair Value of Stock Awards Granted in Any Prior Year, Outstanding and Unvested at Year- End | Fair Value of Stock Awards Granted and Vested in the Same Year | Change in Fair Value of Stock Awards Granted in Any Prior Year, Vested During the Year | Compensation Actually Paid (“CAP”) | | PEO | | | | | | | | | 2025 | $19,669,486 | $(14,550,000) | $14,447,242 | $21,301,419 | $50,033 | $1,238,055 | $42,156,235 | | 2024 | $17,333,150 | $(12,525,000) | $12,244,114 | $31,292,831 | $25,087 | $4,930,360 | $53,300,542 | | 2023 | $15,379,511 | $(11,025,000) | $11,231,126 | $3,527,139 | $25,036 | $711,813 | $19,849,625 | | 2022 | $14,041,987 | $(10,037,500) | $9,846,473 | $(2,293,784) | $27,033 | $(3,012,829) | $8,571,380 | | 2021 | $12,289,397 | $(8,525,000) | $8,753,434 | $6,042,859 | $25,017 | $887,113 | $19,472,820 | | Average for non-PEO NEOs | | | | | | | | | 2025 | $3,294,867 | $(1,487,500) | $1,457,200 | $2,936,132 | $25,017 | $186,242 | $6,411,957 | | 2024 | $3,255,746 | $(1,482,500) | $1,439,949 | $4,608,538 | $12,544 | $778,474 | $8,612,750 | | 2023 | $3,189,070 | $(1,412,500) | $1,429,445 | $563,278 | $12,518 | $120,920 | $3,902,730 | | 2022 | $3,008,361 | $(1,334,375) | $1,299,225 | $(402,096) | $14,016 | $(556,643) | $2,028,489 | | 2021 | $2,828,285 | $(1,237,500) | $1,261,547 | $1,142,546 | $12,509 | $180,904 | $4,188,291 |

  21. Pay versus Performance Table

    (3) The non-PEO NEOs for all periods presented are the following: Mr. Thomas Peterffy, Chairman; Mr. Earl H. Nemser, Vice Chairman; Mr. Paul J. Brody, Chief Financial Officer, Treasurer and Secretary; and Dr. Thomas A.J. Frank, Executive Vice President. (4) The rate of return assumes $100 was invested in our common stock and the S&P 500 Index on December 31, 2020 and assumes the reinvestment of dividends before tax considerations. (5) Our selected peer group is the S&P 500 index. For additional information regarding non-GAAP financial measures, refer to “Non-GAAP Financial Measures” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.

  22. Graphical Analysis of the Information Presented in the Pay versus Performance Table

    Graphical Analysis of the Information Presented in the Pay versus Performance Table As described above, our executive compensation program seeks to align named executive officers’ long-term interests with those of our stockholders to incentivize a long-term increase in stockholder value, and therefore does not specifically align the Company’s performance measures with CAP (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table above, for each of the five years ended December 31, 2025.

  23. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors The following table contains information regarding 2025 compensation of our non-employee directors with respect to their Board service.

  24. Compensation of Non-Employee Directors

    | Director | Fees Earned or Cash Paid | Granted Stock Awards | All Other Compensation(1) | Total | | Lawrence E. Harris | $175,000 | $50,000 | — | $225,000 | | William Peterffy | $150,000 | $50,000 | $360 | $200,360 | | Nicole Yuen | $150,000 | $50,000 | $360 | $200,360 | | Jill Bright | $150,000 | $50,000 | $634 | $200,634 | | Richard Repetto | $150,000 | $50,000 | $514 | $200,514 | | Lori Conkling | $69,167 | $150,000 | — | $219,167 |

  25. Compensation of Non-Employee Directors

    The amounts in the Compensation of Non-Employee Directors Table include dividend equivalent payments on unvested stock awards, under the terms of the Stock Incentive Plan, paid to our directors. Mr. William Peterffy, Ms. Yuen, Ms. Bright, and Mr. Repetto received approximately $360, $360, $634 and $514, respectively, in dividend equivalent payments in the year ended December 31, 2025. All of our directors are entitled to receive reimbursement of their out-of-pocket expenses in connection with their travel to and attendance at meetings of our Board or committees thereof. Under our current policy, each director is compensated with an annual retainer of $150,000 and an annual grant of stock awards on December 31 valued at $50,000 which vests immediately; in addition, each non-employee director is compensated with a one-time grant of stock awards on December 31 in the year of appointment valued at $100,000 subject to straight-line vesting over a five-year period. The number of stock awards granted is based on the fair market price of our common stock on the date of grant. The chair of a committee of our Board is compensated with an additional annual retainer of $25,000 per committee. We reserve the right to change the manner and amount of compensation to our directors at any time. Stock awards granted under the Stock Incentive Plan to non-employee directors carry the same cancellation provisions as those granted to employees, which are described above.

  26. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS Our Board presently consists of ten directors. All of our directors are elected annually for a one-year term expiring at the Annual Meeting of Stockholders in the following year. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. In identifying and recommending nominees for positions on our Board, our Nominating and Corporate Governance Committee places emphasis on the following criteria, among others: • judgment, character, expertise, skills and knowledge useful to the oversight of our business; • business or other relevant experience; and • the extent to which the interplay of the nominee’s expertise, skills, knowledge and experience with that of other members of our Board will build a board that is effective, collegial and responsive to the needs of the Company. Our Nominating and Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet in order for the Committee to recommend them to our Board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of our Board. In considering diversity, we consider diversity of viewpoints, backgrounds and experience. We do not, however, have any formal policy with regard to diversity in identifying nominees for a directorship, but rather consider it among the various factors relevant to any particular nominee. Our Nominating and Corporate Governance Committee evaluates possible candidates in detail and suggests individuals to be evaluated in more depth. Once a candidate is identified for serious consideration, the Chairman of our Board enters into a discussion with that candidate.

  27. Nominees for Election to our Board

    Nominees for Election to our Board At the Annual Meeting, our stockholders will be asked to elect the ten director nominees set forth below for a one-year term expiring in 2027. While our Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at the Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons who are recommended by our Nominating and Corporate Governance Committee and designated by our Board. All the director nominees currently are members of our Board and have been recommended for re-election by our Nominating and Corporate Governance Committee and approved and nominated for re-election by our Board and all the director nominees have consented to serve if elected. Set forth below is information regarding the director nominees, which has been confirmed by each of them for inclusion in this Proxy Statement.

  28. Nominees for Election to our Board

    | Thomas Peterffy | Director since November 2006 |

  29. Nominees for Election to our Board

    Mr. Peterffy, age 81, our founder, has been the Chairman of our Board since November 2006 and Chief Executive Officer from November 2006 to September 2019. Mr. Peterffy has been at the forefront of applying computer technology to automate trading and brokerage functions since he emigrated from Hungary to the United States in 1965. In 1977, after purchasing a seat on the American Stock Exchange and trading as an individual market maker in equity options, Mr. Peterffy was among the first to apply a computerized mathematical model to continuously value equity option prices. By 1986, Mr. Peterffy developed and employed a fully integrated, automated market making system for stocks, options and futures. As this pioneering system extended around the globe, online brokerage functions were added and, in 1993, Interactive Brokers was formed. Since transferring the duties of Chief Executive Officer to Milan Galik in September 2019, Mr. Peterffy remains active in matters of business strategy, risk management, sales and marketing, and as Chairman of the Compensation Committee and as a member of the IBG LLC Steering Committee (see page 9 for a description of the IBG LLC Steering Committee’s function). As a result of his professional experiences, Mr. Peterffy possesses particular knowledge and experience in a variety of areas, including his extensive knowledge of the Company’s business, his experience in the electronic brokerage and trading industry and his leadership and strategic planning experience that continues to strengthen the Board’s collective knowledge, capabilities and experience.

  30. Nominees for Election to our Board

    | Earl H. Nemser | Director since November 2006 |

  31. Nominees for Election to our Board

    Mr. Nemser, age 79, has been our Vice Chairman since November 2006. Mr. Nemser has been the Vice Chairman of IBG LLC and its predecessors since 1988 and serves as a director and/or officer for various subsidiaries of IBG LLC. Mr. Nemser serves as an Independent Advisor to the law firm Dechert LLP. Mr. Nemser served as Special Counsel to Dechert LLP from January 2005 to October 2018. Prior to such time, Mr. Nemser served as Partner at the law firms of Swidler Berlin Shereff Friedman, LLP from 1995 to December 2004 and Cadwalader, Wickersham & Taft LLP prior to 1995. Mr. Nemser received a Bachelor of Arts degree in economics from New York University in 1967 and a Juris Doctor, magna cum laude, from Boston University School of Law in 1970. As a result of these professional and other experiences, Mr. Nemser possesses particular knowledge and experience in a variety of areas, including his extensive knowledge of the Company’s business and his legal experience that strengthens the Board’s collective knowledge, capabilities and experience.

  32. Nominees for Election to our Board

    | Milan Galik | Director since November 2006 |

  33. Nominees for Election to our Board

    Mr. Galik, age 59, joined us in 1990 as a software developer and has served as the Chief Executive Officer of the Company since October 2019 and as leader of the IBG LLC Steering Committee (see page 9 for a description of the IBG LLC Steering Committee’s function). Mr. Galik has also served as President of the Company and IBG LLC since October 2014. Mr. Galik served as Senior Vice President, Software Development of IBG LLC from October 2003 to October 2014. Mr. Galik has served as Vice President of IBKR Securities Services LLC since April 1998 and served as a member of the board of directors of the Boston Options Exchange from October 2013 to May 2023. Mr. Galik received a Master of Science degree in electrical engineering from the Technical University of Budapest in 1990. As a result of these professional and other experiences, Mr. Galik possesses particular knowledge and experience in a variety of areas, including his extensive knowledge of the Company’s business, his experience as a software developer in the electronic brokerage and trading industry and his leadership experience that strengthens the Board’s collective knowledge, capabilities and experience.

  34. Nominees for Election to our Board

    | Paul J. Brody | Director since November 2006 |

  35. Nominees for Election to our Board

    Mr. Brody, age 65, has been our Chief Financial Officer, Treasurer and Secretary since November 2006. Mr. Brody joined the Company in 1987 and has served as Chief Financial Officer of IBG LLC since December 2003. Mr. Brody serves as a director and/or officer for various of our subsidiaries. From 2005 to 2012, Mr. Brody served as a director, and for a portion of the time as member Vice Chairman, of The Options Clearing Corporation, of which Interactive Brokers LLC and IBKR Securities Services LLC are members. Mr. Brody also served as a director of Quadriserv Inc., an electronic securities lending platform provider, from 2009 to 2015. Mr. Brody received a Bachelor of Arts degree in economics from Cornell University in 1982. As a result of these professional and other experiences, Mr. Brody possesses particular knowledge and experience in a variety of areas, including his extensive knowledge of the Company’s business, his experience as a financial officer in the electronic brokerage and trading industry and his leadership experience that strengthens the Board’s collective knowledge, capabilities and experience.

  36. Nominees for Election to our Board

    | Lawrence E. Harris | Independent Director since July 2007 |

  37. Nominees for Election to our Board

    Dr. Harris, age 69, Chairman of the Audit Committee and lead independent director, is the Fred V. Keenan Chair Emeritus in Finance at the University of Southern California Marshall School of Business. Dr. Harris also serves as trustee of the Davis Fundamental ETF Trust, and as the research coordinator of the Institute for Quantitative Research in Finance. Dr. Harris formerly served as Chief Economist of the U.S. Securities and Exchange Commission. Dr. Harris earned his Ph.D. in Economics from the University of Chicago and is a CFA charterholder. Dr. Harris is an expert in the economics of securities market microstructure. Dr. Harris has written extensively about trading rules, transaction costs, index markets, and market regulation. Dr. Harris is also the author of the widely respected textbook Trading and Exchanges: Market Microstructure for Practitioners. As a result of these professional and other experiences, Dr. Harris has been determined to be an ‘Audit Committee Financial Expert’ under the SEC’s rules and regulations, possesses particular knowledge and experience in a variety of areas, including accounting, economics and finance and securities markets dynamics and provides diversity of background and viewpoint by virtue of his academic record that strengthens the Board’s collective knowledge, capabilities and experience.

  38. Nominees for Election to our Board

    | William Peterffy | Director since April 2020 |

  39. Nominees for Election to our Board

    Mr. William Peterffy, age 36, is the Chair of the Investment Committee of the Peterffy Foundation where he oversees its investment portfolio. Mr. William Peterffy joined the Company’s Board as an observer in 2019. Mr. William Peterffy is also a member of the Board of Trustees of the Collective Heritage Institute (commonly known as Bioneers) and focuses his efforts on sustainability issues. Mr. William Peterffy is the Chief Executive Officer and founder of One Small Planet. Mr. William Peterffy also worked as an investment analyst within the hedge fund industry. As a result of these professional and other experiences, Mr. William Peterffy possesses particular knowledge and experience in ESG issues and provides diversity of viewpoint to the Board by virtue of his experience that strengthens the Board’s collective knowledge, capabilities and experience. Mr. William Peterffy is the son of our Chairman, Mr. Thomas Peterffy.

  40. Nominees for Election to our Board

    | Nicole Yuen | Independent Director since July 2020 |

  41. Nominees for Election to our Board

    Ms. Yuen, age 63, has had a long-standing career in investment banking in Asia for over two decades and is widely credited for her pioneering efforts in internationalizing China’s capital market. Ms. Yuen was formerly Managing Director, Head of Equities, North Asia and Vice Chairman, Greater China for Credit Suisse from 2012 to 2018. Before joining Credit Suisse, Ms. Yuen worked at UBS for 18 years and was formerly a Managing Director, holding various leadership positions, across investment banking and securities divisions in Asia. Ms. Yuen also served as a member of the Listing Committee of the China Securities Regulatory Commission. Prior to investment banking, Ms. Yuen was a partner at Clifford Chance, Hong Kong, after having worked as a lawyer in the United Kingdom, the U.S. and The Netherlands. Ms. Yuen now also sits on the board of Invesco Asia Dragon Trust plc as an independent non-executive director. As a result of these professional and other experiences, Ms. Yuen possesses particular knowledge of the industry and experience in a variety of areas that strengthens the Board’s collective knowledge, capabilities and experience.

  42. Nominees for Election to our Board

    | Jill Bright | Independent Director since April 2022 |

  43. Nominees for Election to our Board

    Ms. Bright, age 63, has over three decades of experience in human resources management and administration. Ms. Bright is an operating executive at Crestview Partners focused on human capital management and also serves as Chief Transformation Officer for one of their portfolio companies. Ms. Bright has served as Chief Administrative Officer for LionTree LLC as well as for Condé Nast, led Human Resources & Administration for Sotheby’s and spent over five years in Human Resources at American Express. Ms. Bright is currently a Board Director and Chair of the Human Resource Committee for Pursuit (PRSU) and previously served as a Board Director and Chair of the Compensation Committee for WideOpenWest (WOW). Ms. Bright completed her MBA at New York University's Stern School of Business. Ms. Bright possesses expertise in human capital management and organizational effectiveness that strengthens the Board's collective knowledge, capabilities and experience.

  44. Nominees for Election to our Board

    | Richard Repetto | Independent Director since January 2024 |

  45. Nominees for Election to our Board

    Mr. Repetto, age 67, is a renowned research analyst with over 25 years of experience covering electronic trading and financial technology companies. Mr. Repetto retired in June 2023 as Managing Director and Senior Research Analyst at Piper Sandler. Mr. Repetto is currently employed at Cornerstone Financial Technology Management, a hedge fund focused on using advanced technology in the investment decision making process for financial technology stocks. Throughout his successful career, Mr. Repetto received many accolades, including the Financial Times/StarMine “Global Analyst of the Year” from the Financial Times in 2012. Mr. Repetto is also a board member and is on the audit committee of Tradeweb Markets, Inc. Mr. Repetto possesses particular knowledge of the electronic trading and financial technology industry and experience in a variety of areas that strengthens the Board’s collective knowledge, capabilities and experience.

  46. Nominees for Election to our Board

    | Lori Conkling | Independent Director since April 2025 |

  47. Nominees for Election to our Board

    Ms. Conkling, age 54, has over 25 years of experience in business-to-business and consumer media. She is the Head of TV and Film Licensing at Netflix, one of the world’s leading entertainment services. Ms. Conkling recently served as the Global Head of TV, Film and Sports, YouTube and YouTube TV for Google, where she was also a member of YouTube’s GenAI Advisory Committee. Ms. Conkling previously led strategic development for NBC Universal’s corporate Digital Enterprises team, focusing on growing brands via digital channels and social media platforms. Ms. Conkling is currently on the Board of Visitors for the Fuqua School of Business at Duke University, where Ms. Conkling completed her MBA. Ms. Conkling's expertise with AI and in driving brand growth strengthens the Board's collective knowledge, capabilities, and experience. With the exception described above, there are no other family relationships between any of our directors or executive officers and any other of our directors or executive officers.