UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

(Amendment No.  )

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LOGO

LOGO

LOGO

LOGO

LOGO

Board RefreshmentLOGO

One focus area for us in 2021 was our ongoing Board refreshment to ensure that the Board has the right mix

Proxy

Statement

April 26, 2024

2024 | Nasdaq Proxy Statement

Select ESG Awards and Recognition

LOGO

Member of skills and expertise to oversee the Company’s strategy, culture, and risks. In September 2021, we proudly welcomed Toni Townes-Whitley, our seventh new director in the past seven years. Ms. Townes-Whitley, formerly the President of U.S. Regulated Industries at Microsoft, brings extensive experience in the areas of technology, customer success, digital transformation, human capital management and regulation. Going forward, our Nominating & ESG Committee will optimize the skills and expertise of the Board to provide the best possible oversight for the Company as its strategy evolves.

People & Culture

Many companies experienced high turnover in 2021 due to the ongoing macroeconomic trend known as the Great Resignation. At Nasdaq, we renamed the phenomenon the Great Retention, reflecting our emphasis on attracting and retaining high-performing talent. The voluntary attrition rate for our workforce during 2021 was 11.5%, which is lower than average for the financial services and technology sectors, as well as for all industries. Looking forward, we included short- and mid-term investments in our 2022 budget to ensure that our compensation structures remain competitive. In the longer term, Nasdaq will continue to evolve its already-strong culture, with emphasis on inspiring management and leadership, career progression and a sense of belonging.

An essential part of Nasdaq’s culture is its diversity, equity, and inclusion initiatives. For the first time in 2021, the Company published statistics on the composition of its global workforce, including its EEO-1 data, in its Sustainability Report.6 The Company also initiated a pay equity analysis covering both gender and race, strengthened its diversity recruiting efforts and created customized developmental and talent retention programs for underrepresented talent. Reflective of our efforts, Nasdaq was included in the 2022 Bloomberg Gender-Equality Index, recognized as a “Best Place to Work for LGBTQ+ Equality” for the fourth consecutive year and named to Seramount’s list of “Best Companies for Dads.” In addition, our President and CEO, Adena T. Friedman, was included in TIME Magazine’s inaugural Women of the Year List for her role in working toward a more equal world.

Sustainability & ESG Initiatives

In 2021, Nasdaq continued to advance its sustainability and ESG initiatives. Nasdaq received SEC approval for its board diversity disclosure listing rule, which will enhance disclosures and encourage the creation of more diverse boards through a market-led solution. Nasdaq is working with its listed companies to implement the listing rule and set a new standard for corporate governance.

In the environmental area, we signed the Science Based Targets initiative (SBTi) commitment letter and published our first Task Force on Climate-Related Financial Disclosures (TCFD) Report. In recognition of our commitment to sustainability and ESG, Nasdaq was named to the Dow Jones Sustainability Index forIndices Powered by the sixth consecutive year, and our new global headquarters in New York City achieved a Green Building LEED Platinum Certification.S&P Global CSA

Looking Ahead

As we look ahead, the Board is incredibly excited about the future opportunities for the Company. We thank you for your investment inii

2024 | Nasdaq and for the opportunity to serve as your Board of Directors.Proxy Statement

Dear Fellow Shareholders,

 

Despite heightened complexity and the persistent unpredictability over the last few years, the Nasdaq team continued to execute with precision across our entire business, delivering another successful year of outstanding accomplishments. The following 2023 highlights reflect the strength and resilience of our business, as well as our calculated investments to drive the future, and—importantly—our relentless focus on expanding our capabilities and generating value for you.

Strategic and Financial Highlights

•  Completed the transformative acquisition of Adenza, a provider of mission-critical risk management, regulatory reporting, and capital markets software to the financial services industry, on November 1, 2023.

•  Delivered record net revenues1 of $3.9 billion, including crossing the $1 billion mark in net revenues for the first time in a single quarter, achieving revenues of $1.1 billion in the fourth quarter.

•  Returned over $700 million to our shareholders through quarterly dividends and share repurchases.

•  Achieved a breakthrough year in moving Verafin upmarket, signing three Tier 1 banks and four Tier 2 banks during the year, while continuing to expand our footprint across small to medium-sized banks, resulting in 237 overall new clients added in 2023.

 
Melissa M. Arnoldi  Essa Kazim

Nasdaq’s acquisition

of Adenza is an

important strategic

milestone, further

advancing Nasdaq’s

transformation

towards becoming

the trusted fabric of

the world’s financial

system.

•  Generated $31 billion in net inflows to exchange traded products tracking Nasdaq indices, ending the year with $473 billion in assets under management.

•  Accelerated our efforts to modernize markets with the successful migration of our second U.S. options market to the Amazon Web Services cloud infrastructure.

•  Maintained U.S. listings leadership, marking Nasdaq’s fifth consecutive year as the leading U.S. listing exchange in terms of both number of IPOs and proceeds raised. In total, we were pleased to welcome 103 U.S. operating company IPOs that raised more than $11 billion in proceeds.

Enhanced Value Creation

Nasdaq’s acquisition of Adenza is an important strategic milestone, further advancing Nasdaq’s transformation towards becoming the trusted fabric of the world’s financial system. The Board carefully evaluated the benefits of the transaction, which was Nasdaq’s largest ever acquisition, and unanimously concluded that Adenza’s leading risk management and regulatory solutions would strengthen Nasdaq’s range of product and service offerings, deepen and expand client relationships, and create long-term value for our shareholders. The Board recognizes the importance of successfully integrating Adenza and is fully committed to the oversight of Nasdaq’s progress in expanding its growth opportunities, unlocking synergies, and reducing operating leverage.

 Toni Townes-Whitley
Charlene T. Begley  Thomas A. KloetJacob Wallenberg
Steven D. BlackJohn D. RaineyAlfred W. Zollar
Adena T. FriedmanMichael R. Splinter

 

 

61

Diversity data was provided from countries where such data collection is permitted.Represents revenues less transaction-based expenses.

 

 

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2024 | Nasdaq Proxy Statement

Board Refreshment

To ensure our effective oversight, we continuously seek new and fresh perspectives on the Board. We strive to align the right combination of backgrounds and skill sets with the expertise necessary to guide the Company into the future. In June 2023, we welcomed Jeffery W. Yabuki, former CEO of Fiserv, a world-leading enterprise software company serving the global banking and payment systems. We are benefiting tremendously from his years of experience and deep expertise as an enterprise software executive in the financial sector. In connection with the Adenza transaction, we were excited to welcome Holden Spaht, Managing Partner at Thoma Bravo, to the Board in November 2023. Mr. Spaht brings vast technology and software company experience and his perspective as both a large shareholder of Nasdaq and as a fintech-focused private equity investor is invaluable.

In this Proxy Statement, you will also see that Steven D. Black has decided not to stand for re-election. We thank Mr. Black, a valued friend and colleague, for his remarkable 13 years of service on our Board. We are grateful for his commitment, counsel, and contributions throughout his many roles, most recently as Chair of the Management Compensation Committee and as a member of the Nominating & ESG Committee.

We are pleased to announce the nomination of Kathryn A. Koch to join our Board. Ms. Koch is the President and CEO of TCW, a leading global asset management firm. Her extensive background in investment management, capital markets, and client relationships adds an optimal combination of leadership capabilities and skills vital to the future of Nasdaq.

The independent

directors unanimously

share in our Chair

and CEO Adena T. Friedman’s vision,

optimism, and

pursuit of building—

rewriting—a better

future.

 

Dear Shareholders,Risk Oversight and Strategic Resilience

 

Under the leadership of the Audit & Risk Committee, the Board remained focused on its oversight of Nasdaq’s risk framework as a vital component of ensuring the long-term viability of Nasdaq’s business operations. In 2021, we experienced another year largely defined by uncertainty. The world continued to grapple2023, the Audit & Risk Committee monitored risks associated with the impacts of COVID-19, supply chains were hit by disruptions,evolving cybersecurity threat landscape and inflation accelerated significantly. But amid these challenges, markets and market participation remained strong, and Nasdaq continued to demonstrate its resilience and ability to lead in a complex world.

Nasdaq’s enduring growth is a testament to the strength and agility of our team, the diverse composition of our business, our valued partnerships with clients, and our trusted stewardship of a global financial infrastructure rooted in technology. As we look ahead into 2022, opportunities remain untapped for sustainable long-term growth and ever greater global impact.

As we strengthen a culture of inclusive growth and prosperity within our organization, we will find new ways to increase collaboration across our entire enterprise to deliver more to our clients, to further increase our value proposition as an employer, and to continue to advance our sustainability practices.

Our commitment to anticipating client needs has also pushed us to make important technology investments that will define Nasdaq’s future. Our new multi-year partnership with Amazon Web Services will help us build next-gen cloud-based infrastructure for the world’s capital markets, as well as additional use cases for our clients as we continue our cloud journey. Investing in our next generation solutions to fight financial crime will improve how we can deliver these capabilities to financial institutions globally. In addtion, ourdeveloping technologies, including artificial intelligence, and machine learning efforts havewhich has the potential to transform our industry. We believe our continued success, and our ability to secure a future of resilient growth, lie in the Company’s ability to protect itself from an ever-evolving threat landscape while simultaneously embracing the newest technologies to fuel our growth.

Rewriting Tomorrow

True resilience depends on our ability to anticipate change, question today, and rewrite tomorrow. Disruption is part of Nasdaq’s DNA. We have dared to ask big questions, and we will continue to do so. Can markets be more accessible? Can we empower investors to invest in tomorrow’s economy? Can we bring innovation to solve regulatory challenges? Can we stop financial crime before it happens? Can we change the world?

The independent directors unanimously share in our Chair and CEO Adena T. Friedman’s vision, optimism, and pursuit of building—rewriting—a better future. We are confident and incredibly motivated by what lies ahead.

Thank you for your investment and trust in Nasdaq and for the opportunity to serve as your Board.

Adena T. FriedmanMichael R. Splinter
Chair and CEOLead Independent Director
Melissa M. Arnoldi

Thomas A. Kloet

Toni Townes-Whitley

Charlene T. Begley

Holden Spaht

Jeffery W. Yabuki

Steven D. Black

Johan Torgeby

Alfred W. Zollar

Essa Kazim

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2024 | Nasdaq Proxy Statement

LOGO

Nasdaq achieved strong operational performance in 2023 as we continued to execute on our strategic pivot to become the trusted fabric of the world’s financial system. This journey, which we embarked on in 2017, has enabled Nasdaq to become a scaled technology partner to the world’s financial system, providing mission-critical capabilities to help solve our clients’ most pressing and complex challenges. In 2023, Nasdaq was defined by significant strategic milestones, headlined by our acquisition of Adenza in November, a truly transformative transaction for our Company.

Importantly, we completed the acquisition of Adenza while simultaneously maintaining our exceptional financial profile and delivering broad-based growth across our business. Today, Nasdaq is a financial technology powerhouse with world-leading platforms that enhance the liquidity, transparency, and integrity of the world’s economy. On behalf of the entire Nasdaq team, I am excited to share how we plan to continue to execute on our strategy to deliver our next phase of scalable, profitable, and durable growth for our clients engageand shareholders.

Today, Nasdaq is a

financial technology

powerhouse with

world-leading

platforms that

enhance the liquidity,

transparency, and

integrity of the world’s

economy.

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2024 | Nasdaq Proxy Statement

Evolving Our Divisional Structure

We have evolved our divisional structure to align our business more closely to our clients’ needs and the megatrends that are shaping our industry. This structure segments Nasdaq’s businesses into three divisions and formalizes our focus on the foundational pillars of the global financial ecosystem: liquidity, transparency, and integrity.

•The Capital Access Platforms division supports our transparency pillar, expanding connections between the corporate and investor communities to reduce complexity and drive strategic investments. Our world-leading listing venue and our innovative solutions create more seamless access to capital and investment strategies by providing objective data and analytics, as well as growth-oriented index products that focus on the future of the world’s economy.

•The Financial Technology division advances our liquidity and integrity pillars. These businesses power our efforts to drive the modernization of markets, build advanced risk management and regulatory reporting capabilities, and protect the world’s financial transactions with advanced anti-financial crime solutions, all in the years ahead.

These client-centeredeffort to strengthen and technology-focused advancements all flow from the same place: a clearly defined sense of purpose and a culture of excellence that pushes us to be better than we were yesterday. We are deeply committed to being champions for inclusive growth and prosperity, and this purpose-oriented mission has helped us attract and retain the best global talent amid historic labor market churn.

Nasdaq’s ongoing evolution is also a catalyst for our growing impact withinreinforce trust in the global financial system. We recognize

•The Market Services division focuses on our liquidity pillar. Through our foundational trading exchanges, we continue to deliver demand-driven innovations that capital markets have an essential role to play in creating a more sustainable, inclusive, and equitable economy. Butensure our financial markets are only as impactful as the rules, policies, and mindsets that underpin them. That is why we are advocatesglobal engines for pragmatic idealism, which addresses complex, systemic issues with methodical, consistent action.liquidity.

With our divisional structure and focus on these three foundational pillars solidified, our acquisition of Adenza bolsters our technology platform and positions us as an even more comprehensive partner to banks, brokers, financial market infrastructure providers, and investment managers around the world.

We are encouraged by the pace of the Adenza integration and the constructive conversations we are having with our clients. In fact, Adenza has already accelerated our growth story by expanding Nasdaq’s total pro forma revenue, Solutions revenue, and non-GAAP operating margin.

Driving Strong Operational and Financial Performance

In what continued to be a dynamic operating environment, Nasdaq delivered another year of strong operational performance in 2023.

We launched new, innovative products to help our clients better navigate the rapidly evolving investment and sustainability landscape. Our marketplace technology footprint continued to expand, particularly in the Latin America and Asia Pacific regions, as we partnered with local exchanges to upgrade and enhance their market infrastructure. In our Financial Crime Management Technology business, we achieved a major milestone by signing our first Tier 1 banks to Verafin, while continuing to realize strong growth among small to medium-sized banks.

Our operating performance fueled a strong year of financial results. For the full year, Nasdaq achieved $3.9 billion in net revenues, representing year-over-year growth of 9%, or 5% organically,1 and $2.1 billion in non-GAAP2 operating income, representing 5% organic growth.1 Importantly, we achieved this strong revenue growth and business expansion while maintaining a 52% non-GAAP operating margin, excluding Adenza.

 

1

We are deploying our innovative technologyExcluding impacts of changes in foreign exchange rates and the global fight against financial crimes. These illicit activities – including human trafficking, illegal narcotics, and terrorism – challenge the sustainability and integrityAdenza acquisition.

2

Refer to Annex A of the global financial system. Because financial crime isthis Proxy Statement for a borderless issue, it is imperativereconciliation of GAAP to break down silos and improve data sharing between those on the frontlines. We are committed to leading our industry in these efforts and leveraging the most advanced technology and secure data sharing capabilities to make progress on this $2 trillion problem.non-GAAP measures.

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2024 | Nasdaq Proxy Statement

Delivering Our Next Phase of Scalable, Profitable, and Durable Growth

Nasdaq stands as a trusted partner to our clients and to the industry. We are a modern technology provider that takes a client-first and tech-enabled approach to developing and delivering solutions that help our clients manage complexities across the capital markets and financial system globally.

As we focus on continuing our momentum throughout 2024, we will be guided by three strategic priorities.

• LOGOIntegrate: Successfully integrate Adenza into Nasdaq, unlock synergies, and drive operating leverage. Notably, we expect to action approximately 70% of the targeted $80 million in net expense synergies by the end of 2024, with a portion realized in 2024 and fully recognized in 2025.

•Innovate: Build upon our technology foundation by investing in artificial intelligence opportunities across our products and our employees. We are focused on making generative artificial intelligence tools available to 100% of our employees by the end of the year aligned around five structural themes: coding, content, data, workflow automation, and algorithmic intelligence.

•Accelerate: Accelerate the impact of our divisional structure and unlock new growth opportunities that will drive our business into the future. Our mission-critical and complementary solutions will be at the forefront of our One Nasdaq strategy, with a goal of at least $100 million in incremental revenue through cross-sell opportunities in the Financial Technology division expected to be achieved by the end of 2027 and fully recognized in 2028.

We are well on our journey to becoming the trusted fabric of the world’s financial system, and we look forward to continuing to deliver value to our clients that drives growth for our business and our shareholders.

Sincerely,

Adena T. Friedman

Chair and CEO

Nasdaq, Inc.

LOGOLOGO

vii

2024 | Nasdaq Proxy Statement

LOGO

Board of Directors (From left to right)*

Johan TorgebyMichael R. Splinter

We are also focused on helping corporate clients and investment managers navigate the complex ESG and climate landscape. Companies are listening to their employees, clients, and shareholders, and they increasingly understand that they have an opportunity to achieve financial success while also managing their business in more sustainable and community-oriented ways. Nasdaq has developed a comprehensive suite of consultative and technology solutions that support companies in building their ESG programs and reporting their progress and measurements to the investment community. Additionally, through our majority investment in the carbon removal marketplace, Puro.earth, we provide key support to companies seeking to reduce their carbon footprint by purchasing high-quality, industrial and nature-based carbon removal credits.

In serving the ESG needs of the investment community through our eVestment platform and ecosystem, we gather and provide ESG data related to the asset management industry. We also provide retail and institutional investors with new index investment choices that include key ESG criteria.

As corporate sustainability matures, the need for accurate measurement will naturally follow, along with investor and regulatory scrutiny. There is a clear need for common, pragmatic tools and frameworks that allow corporate clients to measure their goals and impacts while also empowering investors to make decisions that align with their values.

Last year marked Nasdaq’s 50th anniversary, which served as a natural moment to reflect on our legacy and plan for what’s next. This year is about boldly stepping into the future—confident in our people, our innovative client solutions, our foundational markets, and our purpose.

Sincerely,

Steven D. BlackHolden Spaht
Melissa M. ArnoldiToni Townes-Whitley
Alfred W. ZollarThomas A. Kloet
Essa KazimCharlene T. Begley
Adena T. Friedman

President and CEO

Nasdaq, Inc.

  LOGOJeffery W. Yabuki

LOGO

*Members *Members of the Board as of April 28, 2022

26, 2024

Executive Officers

 

Executive OfficersAdena T. Friedman  Bradley J. Peterson
Adena T. FriedmanChair and CEO  Jamie King
President and CEOEVP, Anti-Financial Crime Technology
Oliver AlbersBradley J. Peterson
EVP, Investment IntelligenceEVP and CIO/CTO
Roland ChaiBrendan Brothers  Bjørn SibbernJeremy Skule
EVP Market Infrastructureand Head of Financial Crime Management Technology  EVP, Nasdaq Europe
Tal CohenJeremy Skule
EVP, Head of North American MarketsEVP and Chief Strategy Officer
Tal CohenBryan E. Smith
PresidentEVP and Chief People Officer
Michelle L. Daly  Bryan E. SmithSarah Youngwood
SVP and Controller and Principal Accounting Officer  EVP and Chief People OfficerCFO
Ann M. DennisonP.C. Nelson Griggs  John A. Zecca
EVP and CFOPresident  EVP and Chief Legal, Risk and Regulatory Officer
P.C. Nelson Griggs
EVP, Corporate Platforms

 

viii

2024 | Nasdaq Proxy Statement

LOGO

Acronyms and Certain Defined Terms

 

  

AUMARR

 Assets Under ManagementAnnualized Recurring Revenue

CEO

 Chief Executive Officer

CFO

 Chief Financial Officer

CIO

 Chief Information Officer

COBRA

 Consolidated Omnibus Budget Reconciliation Act

CTO

 Chief Technology Officer

ECIPDEI

 Diversity, Equity, and Inclusion

ECIP

Executive Corporate Incentive Plan

EPS

 Earnings Per Share

Equity Plan

 Nasdaq’s Equity Incentive Plan

ERM

 Enterprise Risk Management

ESG

 Environmental, Social, and Governance

ESPP

 Employee Stock Purchase Plan

ETPEVP

 Exchange Traded ProductsExecutive Vice President

Exchange Act

 Securities Exchange Act of 1934, as amended

EVP

Executive Vice President

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, 2021,2023, as filed with the SEC on February 23, 202221, 2024

GAAP

 U.S. Generally Accepted Accounting Principles

H.E.GHG

 His ExcellencyGreenhouse Gas

IPO

 Initial Public Offering

M&A

 Mergers and Acquisitions

NEOMIP

 Named Executive OfficerVerafin Holdings Inc. Amended and Restated Management Incentive Plan

PCAOBNEO

 Named Executive Officer

P&L

Profit & Loss

PCAOB

Public Company Accounting Oversight Board

People@Nasdaq

 Nasdaq’s Human Resources Team

PSU

 Performance Share Unit

RSU

 Restricted Stock Unit

SaaS

 Software as a Service

SECS&P

 Standard & Poor’s

SEC

U.S. Securities and Exchange Commission

S&PSVP

 Standard & Poor’sSenior Vice President

SVPTCFD

 Senior Vice PresidentTaskforce on Climate-related Financial Disclosures

TSR

 Total Shareholder Return

VP

 Vice President

ix

2024 | Nasdaq Proxy Statement

Table Ofof Contents

 

About Nasdaq

  1

Meeting Notice

  3

Voting RoadmapSummary

  56

Shareholder Engagement

  7

Year-Round EngagementInvestor Day

  8

Annual Meeting of Shareholders

  8

Responsiveness to Investors and StakeholdersPerception Study

  89

Our BoardYear-round Engagement

  9

Meaningful Actions

10

Our Board

12

Proposal 1: Election of Directors

  1113

Board Composition

  1315

Board DiversityDirector Identification and Evaluation

  1516

Director CriteriaSkills and QualificationsExpertise Matrix

  1617

Director Orientation and Continuing Education

  1918

Board Assessment Process

  1918

Board Refreshment and Nominations

  2120

Director Nominees

  22

Board Committees

  3234

Director Compensation

  3739

Governance

  42

Governance Highlights

43

Corporate Governance Framework

  4144

Board Leadership Structure

  4245

Board Independence

  4247

Committee Independence and Expertise

  4347

Strategic OversightBoard Diversity

  4348

ESG OversightService on Other Public Company Boards

  4348

Strategic Oversight

  
48

Sustainability Oversight

49

Cybersecurity and Information Security Oversight

  4449

Risk Oversight

  4450

Human Capital Management Oversight and Executive Succession Planning

  4652

Board Meetings and Attendance

  4752

Shareholder Rights

  4752

Public Policy Advocacy for Investors, Capital Formation and Inclusive Capitalism

  4853

Communicating with the Board

  4953

Corporate Sustainability

  54

Environmental Initiatives

55

Human Capital Management

58

Community Impact

60

 

 

x

2024 | Nasdaq Proxy Statement

Environmental & Social Responsibility

Our ESG Strategy

51

Environmental Initiatives

51

Talent and Culture

53

Operating with Integrity

  5661

Community ImpactTransparency in ESG Governance

  5863

ESG Reporting and AnalyticsRecognition

  5963

ESG DocumentsExecutive Compensation

  6064

Proposal 2: Advisory Vote to Approve Executive Compensation

  65

Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis

63

Compensation Discussion and Analysis

  6466

Management Compensation Committee Report

  9296

Management Compensation Committee Interlocks and Insider Participation

  9296

Executive Compensation Tables

  9397

Employment Agreements and Potential Payments Upon Termination or Change in Control

  97102

Pay Versus Performance

  
110

CEO Pay Ratio

  105114

Audit & Risk

  115

Audit and& Risk Committee Report

  108116

Annual Evaluation and 20222024 Selection of Independent AuditorsAuditor

  108117

Proposal 3: Ratification of the Appointment of Ernst  & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ended December 31, 2022

  110119

Other Items

  120

Proposal 4: Approve an Amendment to Nasdaq’s Charter to Increase the Total Number of Authorized Shares of Common Stock to Effect a Proposed 3-for-1 Stock Split

112

Proposal 5: Shareholder Proposal – Special Shareholder Meeting Improvement

  116121

Other Business

  120125

Security Ownership of Certain Beneficial Owners and Management

  120125

Delinquent Section 16(a) Reports

  122127

Executive OfficersNasdaq’s Employee Networks

  124128

Executive Officers

  
129

Certain Relationships and Related Transactions

  128132

About Our Annual Meeting FAQs

  134

Questions and Answers About Our Annual MeetingAnnex A

  130140
Annexes

Annex A: Non-GAAP Financial Measures

  137141

Annex B: Form of Amendment to Amended and Restated Certificate of Incorporation

141

 

 

LOGO

LOGO

LOGO

About Nasdaq Strategic Framework Core Purpose We advance economic progress for all Long-Term Vision We will be the trusted fabric of the world’s financial system Value Proposition We deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy A Trusted and Scaled Partner to the World’s Financial System Organized into three divisions, our businesses are focused on delivering resilient and scalable growth for our clients across our key pillars of Liquidity, Transparency, and Integrity. This divisional structure is unified with a One Nasdaq go-to-market approach to define our operations, manage our business, and create a consistent experience for our clients. Capital Access Platforms • Data & Listing Services • Index • Workflow & Insights Financial Technology • Financial Crime Management Technology • Regulatory Technology • Capital Markets Technology Market Services • Trading Services 3-year TSR1 1 In this Proxy Statement, TSR for a particular period is calculated by adding cumulative dividends to the ending stock price and dividing this by the beginning stock price. GAAP EPS Non-GAAP EPS

1

2024 | Nasdaq Proxy Statement

LOGO

2023 Results net revenues, an increase of 9%, in ARR as of December 31, 2023, an increase of 29%, or 5% organically excluding impacts from or 6% organically excluding impacts from Adenza and Adenza and foreign exchange rates, foreign exchange rates, as compared to 2022 as compared to 2022 U.S. IPO win rate for operating in cash flow from operations companies for The Nasdaq Stock Market in 2023 Creating Shareholder Value Completed transformative Increase in quarterly dividend Returned to shareholders in acquisition of Adenza in 2023 dividends and share repurchases

2

2024 | Nasdaq Proxy Statement

Meeting Notice

Virtual Meeting Logistics

 

LOGO

LOGO		  LOGO   LOGO  LOGO   LOGO

Date

  Time  Where

Wednesday,Tuesday, June 22, 2022

11, 2024		  8:00 a.m., Eastern Time  www.virtualshareholdermeeting.com/NDAQ2022virtualshareholdermeeting.com/NDAQ2024

Items of Business

 

1.

To elect 1012 directors for a one-year term

 

2.

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

 

3.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended December 31, 20222024

 

4.

To approve an amendment to Nasdaq’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock to effect a proposed 3-for-1 stock split

5.

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

 

6.5.

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

Important Meeting Information

Record Date

Shareholders of record as of April 25, 202215, 2024 will be eligible to vote at and participate in the Annual Meeting using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voter instruction form, or proxy card.

A Notice of Internet Availability of Proxy Materials will be mailed on or about April 28, 2022.26, 2024.

Asking Questions

Prior to the meeting,Annual Meeting, shareholder questions can be submitted at www.proxyvote.comproxyvote.com. During the meeting, questions may be submitted in the question box provided at www.virtualshareholdermeeting.com/NDAQ2022virtualshareholdermeeting.com/NDAQ2024.

Replays

A replay of the Annual Meeting will be posted as soon as practical at ir.nasdaq.com along with answers to shareholder questions pertinent to meeting matters that are received before and during the Annual Meeting that cannot be answered due to time constraints. The replay will be available for one year following the Annual Meeting.

Voting

Voting

Your vote is important to us. Please promptly vote your shares as soon as possible by internet, telephone, or returning your proxy card.

We have also created an Annual Meeting website to make it easy for you to access our Annual Meeting materials at www.nasdaq.com/annual-meeting.nasdaq.com/annual-meeting. There you will find an overview of voting items, this Proxy Statement, and other important information, as well as a link to vote your shares.

To express our appreciation for your participation, Nasdaq will make a $1 charitable donation to RespectAbilitythe Resolution Project on behalf of every unique holder that votes.

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2024 | Nasdaq Proxy Statement

How to Vote

Use any of the following methods and your 16 digit16-digit control number:

 

LOGO

LOGO

 By Internet Using Your ComputerOnline
 

Visit www.proxyvote.com

proxyvote.com
 Visit 24/7
LOGO

LOGO

 By Phone
 

Call +1 800 690 6903 in the U.S. or

 Canada to vote your shares
LOGO

LOGO

 By mailMail
 

Cast your ballot, sign your proxy card,

and return by postage-paid envelope

LOGO

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 Attend the Annual Meeting
 

Vote during the meeting by following the

instructions on the website

By Order of the Board of Directors,

Erika Moore

VP, Deputy General Counsel and Corporate Secretary

Important notice

regarding the

availability of

proxy materials

for the 2024

Annual Meeting

of Shareholders to

be held on June 11,

2024.

Nasdaq’s 2024 Proxy

Statement and

2023 Form 10-K

are available at:

nasdaq.com/annual-meeting

 

 

Important notice regarding the availability of proxy materials for the 2022 Annual

Meeting of Shareholders to be held on June 22, 2022.

 

Nasdaq’s 2022 Proxy Statement and 2021 Form 10-K are available at

www.nasdaq.com/annual-meeting

 

 

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LOGO

Vote to Make

a Difference.

Every vote counts. To express our appreciation for your

participation, Nasdaq will make a $1 charitable donation to the

Resolution Project on behalf of every unique shareholder that votes.

Dedicated to creating a generation of leaders with a lifelong

commitment to social responsibility, the Resolution Project funds,

mentors, and supports young people who have innovative ideas to

improve their home communities.

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2024 | Nasdaq Proxy Statement

Voting RoadmapSummary

This summary of proposals and recommendations is intended to provide ana general overview of voting matters and may not contain all the information that is important to you. Please review this entire Proxy Statement, as well as our Form 10-K, prior to voting.

Proposal 1: Election of Directors (page 11)

 

Elect 10 directors to hold office until the 2023 Annual Meeting.

Board Recommendation:  ✓

FOR each director nominee.

We have built a highly engaged, independent Board with broad and diverse experience that is committed to representing the long-term interests of our shareholders.

Proposal 2: Advisory Vote on Executive Compensation (page 63)

Approve, on an advisory (non-binding) basis, the 2021 compensation of the Company’s NEOs.

Board Recommendation:  ✓

FOR the approval, on an advisory basis, of our executive compensation.

Compensation decisions are based on Nasdaq’s financial and operational performance and reflect a continued emphasis on variable, at-risk compensation paid over the long-term. Incentives are aligned with strategic priorities, business objectives, and shareholder interests.

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm (page 110)

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Board Recommendation:  ✓

FOR the ratification of Ernst & Young LLP.

The Audit & Risk Committee is directly responsible for the annual review, compensation, retention, and oversight of our independent external auditor. The Audit & Risk Committee, and our Board, believe that the continued retention of Ernst & Young LLP is in the best interests of Nasdaq and its shareholders.

Proposal

Recommendation

1.  Election of Directors

Elect 12 directors to hold office until the 2025 Annual Meeting.

The Nominating & ESG Committee has recommended, and the Board has nominated, 12 directors for election at the Annual Meeting to hold office until the 2025 Annual Meeting. We have built a highly engaged, independent Board with broad and diverse experience that is committed to representing the long-term interests of our shareholders.

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2.  Advisory Vote to Approve Executive Compensation

Approve, on an advisory (non-binding) basis, the 2023 compensation of the Company’s NEOs.

Our Board and the Management Compensation Committee are committed to executive compensation programs that align with our strategic priorities, business objectives, and shareholder interests. Compensation decisions are based on Nasdaq’s financial and operational performance and reflect a continued emphasis on variable, at-risk compensation paid over the long-term.

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3.  Ratification of Appointment of Independent Registered Public Accounting Firm

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Audit & Risk Committee is directly responsible for the annual review, compensation, retention, and oversight of our independent external auditor. The Audit & Risk Committee, and our Board, believe that the continued retention of Ernst & Young LLP is in the best interests of Nasdaq and its shareholders.

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4.  Shareholder Proposal – Special Shareholder Meeting Improvement

A shareholder proposal, if properly presented at the meeting, requesting amendment of the Company’s governing documents to lower the stock ownership threshold to call a special meeting of shareholders.

We currently provide a shareholder-friendly right for shareholders to call a special meeting. The proposed decrease in the percentage of shares required to call a special meeting from the current 15% to 10% is unnecessary and not in the best interests of the Company and our shareholders. Moreover, shareholders voted on a substantially similar shareholder proposal at our 2022 Annual Meeting and decisively voted against the shareholder proposal.

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Shareholder

Engagement

2024 | Nasdaq Proxy Statement | SHAREHOLDER ENGAGEMENT

Proposal 4: Charter AmendmentAccountability to Increase the Authorized Shares to Effect a 3-for-1 Stock Split (page 112)

Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, or charter, to increase the number of authorized shares of common stock to effect a 3-for-1 stock split.

Board Recommendation:  ✓

FOR the proposed charter amendment

The Board wishes to effect a 3-for-1 stock split in the form of a stock dividend to our shareholders. In order to have sufficient authorized but unissued shares to effect the stock split, Nasdaq seeks shareholder approval to amend our charter to increase the total number of authorized shares of common stock.

Proposal 5: Shareholder Proposal – Special Shareholder Meeting Improvement (page 116)

A shareholder proposal, if properly presented at the meeting, requesting amendment of the Company’s governing documents to lower the stock ownership threshold to call a special meeting of shareholders.

Board Recommendation:  X

AGAINST this proposal.

We provide a shareholder-friendly right for shareholders to call a special meeting. The proposed decrease in the percentage of shares required to call a special meeting from the current 15% to 10% is unnecessary and not in the best interests of the Company and our shareholders.

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Accountability to shareholders is not just a mark of good corporate governance – it is a critical component of our success. Fostering long-term relationships and maintaining trust with our shareholders is a key priority for both management and the Board. We are committed to constructive, honest, and year-round engagement with our shareholders, including portfolio managers and investment stewardship teams—and our Corporate Governance Guidelines codify our Board’s commitment to oversight of shareholder engagement.

Year-Round

LOGO

The central components of our investor outreach are described below.

Investor Day

At our biennial Investor Day, Nasdaq’s CEO, CFO, and other members of the senior leadership team provide an update on our vision, strategy, and outlook, including a detailed overview of each business division, and our financial and operational performance. Question and answer sessions also are held with members of our senior management team and the investment community throughout the day. Our Investor Day is an important opportunity to demonstrate the breadth of our leadership team, offer our current and prospective shareholders a deeper understanding of the Company and its opportunities, and build confidence across all stakeholder groups in our strategy and our plans to drive resilient and scalable growth.

This event was most recently held in March 2024 at Nasdaq’s New York headquarters and was also broadcast via live webcast. Replays and materials were made available on our investor relations website following the event.

Nearly 500 members of the investment community attended our 2024 Investor Day, either in person or virtually through the webcast. Management discussed our 2024 strategic priorities, which are designed to deliver our next phase of scalable, durable, and profitable growth, and drive significant value for our clients and shareholders. Nasdaq’s senior leadership team outlined three strategic priorities for 2024: Integrate, by executing the integration of Adenza, which we acquired in November 2023, in order to expand its growth opportunities, unlock synergies, and drive operating leverage; Innovate, by leveraging our technology infrastructure to drive innovation that can further our competitive position; and Accelerate, by unlocking the value of our new divisional structure to create and deliver on new growth and revenue opportunities through a One Nasdaq strategy. Management also discussed our disciplined capital allocation strategy, including plans to utilize a return on invested capital-based framework to allocate investment capital to drive organic growth, accelerate our deleveraging plan, increase our quarterly dividend, and conduct share repurchases through our previously announced Board authorized share repurchase program.

Annual Meeting of Shareholders

Our Annual Meeting of Shareholders is conducted virtually through a live webcast and online shareholder tools. This structure promotes shareholder attendance and participation, enabling shareholders to participate fully and equally from any location worldwide, free of charge. The virtual format saves the

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2024 | Nasdaq Proxy Statement | SHAREHOLDER ENGAGEMENT

Company and shareholders costs associated with in-person shareholder meetings, and enhances shareholder access, participation, and communication. Given our global footprint, we believe this is the right choice.

To further our engagement and improve communication with shareholders, including retail and employee shareholders, we significantly enhanced our annual meeting website and continually refine it to provide shareholders with a platform to easily access information about our Annual Meeting, our director nominees, and the matters for shareholder vote. To view the 2024 Annual Meeting webpage, please visit nasdaq.com/annual-meeting.

Perception Study

As part of our ongoing efforts to enhance our communication with the investment community and gather feedback, we conduct an annual investor perception study to collect additional investor feedback. We value our stakeholders’ perspectives on a range of topics, including our corporate strategy, investment proposition, management team, investor relations efforts, and ESG initiatives. The investor feedback we receive from the survey is shared with management and the Board and used as part of our work to continuously improve our shareholder engagement.

Year-round Engagement

We actively listenOur Investor Relations and Corporate Secretary teams provide periodic updates throughout the year to our investorsinstitutional shareholders, driving awareness of our performance, significant corporate governance matters, sustainability initiatives, and changes in our Board and executive management.

Our comprehensive engagement program also features year-round investor relations outreach efforts through industryinvestor conferences, non-deal roadshows, and meetings on a regular basis. We strive to engage with a broad set of institutional investors ranging from large institutions to smaller and mid-sized firms, pension funds, endowments, and family offices, as well as individual investors. We aim to obtain their input on key matters and hear from them on the issues that matter most.

Shareholder feedback provides our Board and management with valuable insights on our business strategy and performance, corporate responsibility, executive compensation, and ESG initiatives, andamong many other topics. This feedback informs various business decisions and helps us more effectively tailor the information we disclose to the public. Generally, webcastsWebcasts of management’s presentations at industry or investor conferences are generally made available to investors and are accessible for a period of time at ir.nasdaq.com.ir.nasdaq.com.

During 2021, weBoard Outreach

In 2024, Nasdaq conducted outreacha governance roadshow consisting of focused, one-on-one meetings between shareholders and one of Nasdaq’s independent directors. These meetings provided the stewardship teams of our institutional shareholders an opportunity to a cross-section ofask questions regarding the Adenza acquisition, Nasdaq’s corporate governance framework, and any other topics the shareholders wanted to discuss. We extended meeting invitations to our top 24 shareholders, excluding (i) our three largest shareholders, who beneficially owned approximately 75%are already represented on our Board, and (ii) those shareholders who generally do not engage with issuers. We held meetings with shareholders holding 27% of our outstanding shares. Our key shareholder engagement activities included four virtual investor (non-deal) road shows, attendance at 15 investor conferences,

We believe that open and direct dialogue between our Annual Meeting of Shareholders.

Annual Meeting of Shareholders

Our Annual Meeting of Shareholders is conducted virtually through a live webcast and online shareholder tools. This promotes shareholder attendance and participation, enabling shareholders to participate fully, and equally, from any location around the world, free of charge. Given our global footprint, we believe this is the right choice. The virtual format results in cost savings to the Company and shareholders and directors is designedessential for transparency, trust, and continuous improvement. The feedback from each of these meetings was shared with the Nominating & ESG Committee.

Transparent and Informed Governance Practices

Shareholder input is regularly shared with our Board, Board Committees, and management. In addition to enhanceshareholders’ sentiments, the Nominating & ESG Committee considers corporate governance trends and best practices, including the practices of our peers and other large companies, and regularly reviews the voting results of our shareholder access, participation,meetings.

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2024 | Nasdaq Proxy Statement | SHAREHOLDER ENGAGEMENT

  
 2023 by the Numbers
  
 

Broad Investor

Outreach

 

 

  13 

investor conferences

 185 investor meetings (individual) and group) 25+ ESG investor engagements      
 

 

 

 

  
 

 

Depth of

Engagement

 

 

200+

 

unique institutional investment firms

 

 

 

Met with shareholders representing

60%

 

of our outstanding shares (as of 12/31/2023)

  
        

Meaningful Actions

Our continuous engagement and communication.

For more information on the meeting format and access, see page 3.

Responsiveness to Investors and Stakeholders

Below is a summary of the key themes we recently discussedongoing dialogue with the investment stewardship teams of our institutional investors, as well as our other shareholders, through various forums and formats throughout the actions we have taken in each area.

Our continuous engagement and ongoing dialogue with our shareholders haveyear led to improvementsenhancements in our corporate governance, corporate strategy, human capital management, ESG ERM practices,initiatives, and disclosures. For example, we:Our key responsive actions are highlighted below.

Corporate Strategy

 

✓

Closed the acquisition of Adenza, a provider of mission-critical risk management, regulatory reporting, and capital markets software to the financial services industry.

 Advanced our strategic positioning to maximize opportunities as a technology, markets and analytics provider with significant, strategic organic and inorganic investments in high growth markets such as anti-financial crime, ESG, index and investment analytics.

 

✓

Accelerated our vision to become the trusted fabric of the world’s financial system through both organic and inorganic investment.

 

Corporate Governance

✓

Actively conducted year-round planning for director succession and Board refreshment, including a review and analysis of the skills, attributes, and expertise for future Board nominees. We have added one new independent director since our 2023 Annual Meeting, and we are proposing another new independent director nominee for election at the 2024 Annual Meeting.

✓

Continued our quarterly in-house director education series for the Board, as well as targeted education on ESG topics, including climate change, for our Nominating & ESG Committee.

Human Capital Management and ESG

✓

Continued our DEI initiatives, strengthening our resources and leadership training tools by leveraging existing programs, such as our 12 employee-led internal affinity networks, and undertaking new initiatives.

✓

Published our third TCFD report.

✓

Earned recognition on CDP’s “Climate Change A List” for climate disclosures and actions for the second consecutive year.

✓

Continued our carbon neutrality program for the sixth consecutive year and expect to retire our remaining carbon offsets for 2023 by the third quarter of 2024. We plan to expand our carbon neutrality program to include Adenza as we continue our integration efforts.

✓

Maintained a MSCI ESG Rating of AA, placing Nasdaq in MSCI’s “Leaders” category.

✓

Named for the eighth consecutive year to the Dow Jones Sustainability North America Index and earned an S&P Global CSA score of 61, placing Nasdaq in the 97th percentile of our industry group.

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2024 | Nasdaq Proxy Statement | SHAREHOLDER ENGAGEMENT

Shareholder Returns and Capital Deployment

✓

Increased our regular quarterly dividend by 10% to $0.54$0.22 per share in 2023, consistent with our Board’s policy to provide shareholders with regular and growing dividends over the long-term as our earnings and cash flow grow. Additionally, in March 2024, we announced another increase to our quarterly dividend to $0.24 per share.

✓

Reaffirmed our goal to increase our dividend payout ratio to the 35% to 38% range by 2027, to reinforce a consistent and compelling dividend opportunity for shareholders.

 

 

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Our Board

✓Received approval from the SEC on the Board Diversity listing rule, which requires Nasdaq listed companies to publicly disclose consistent, transparent diversity statistics regarding their board of directors and choose whether to meet recommended board diversity objectives or disclose their reasons for not doing so.

2024 | Nasdaq Proxy Statement | OUR BOARD

 

✓Published our first TCFD report, committed to develop science-based environmental targets, and had our rating from CDP (formerly Carbon Disclosure Project) increased to reflect that Nasdaq is a “company taking coordinated action on climate issues.”

✓Continued our net carbon neutral program for the fourth consecutive year (see page 51).

✓Improved our Sustainalytics and ISS ESG risk ratings, with each placing Nasdaq in the top decile of issuers.

✓Named for the sixth consecutive year to the Dow Jones Sustainability Index (DJSI) and maintained our position as the only stock exchange operator selected for inclusion in the 2021 North America index.

✓Actively conducted year-round planning for director succession and Board refreshment, including a review and analysis of the skills, attributes and expertise for future Board nominees (see page 21).

✓Increased diversity on our board and implemented committee rotations to ensure 100% female representation on each committee (see page 19).

✓Continued to strengthen our diversity and inclusion initiatives, resources and leadership training tools by leveraging existing programs, such as our 11 employee-led internal affinity networks and undertaking new initiatives (see page 54).

✓Enhanced our Supplier Code of Ethics to improve our supplier diversity and environmental sustainability (see page 57).

✓Conducted a global pay equity study covering both gender and race to assess employee base salary and total compensation.

✓Administered Nasdaq’s first global human rights assessment to strengthen our understanding of, and enhance our approach to, human rights.

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Proposal 1:

Election of Directors

 

✓

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The Board unanimously recommends that shareholders vote FOR each nominee to serve

as a director.

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 ten12 directors following our 20222024 Annual Meeting.

Each of the ten12 nominees identified in this Proxy Statement has been nominated by our Nominating & ESG Committee and Board for election to a one-year term expiring at our 20232025 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, resignationdisability, disqualification, removal or removal.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 ten12 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 & ESG Committee, which will recommend to the full Board whether or not to accept the resignation. The Board will act on the Nominating & ESG 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.

 

 

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2024 | Nasdaq Proxy Statement | OUR BOARD

Our 20222024 Director Nominees

      
  Name and Classification1 Age    Director
Since		    Title    

No. of Other

Public

Company

Boards

  Committee Memberships

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Melissa M. Arnoldi

Non-Industry; Public

 49    2017    

EVP and Chief Customer Officer,

AT&T Consumer

    0  

Finance

 

Management Compensation

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Charlene T. Begley

Non-Industry; Public

 55    2014    Retired SVP & CIO, General Electric Company    2  

Audit & Risk

 

Nominating & ESG (Chair)

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Steven D. Black

Non-Industry; Public

 69    2011    Former Co-CEO, Bregal Investments    1  

Management Compensation (Chair)

 

Nominating & ESG

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Adena T. Friedman

Staff

 52    2017    President and CEO, Nasdaq    0  Finance

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Essa Kazim

Non-Industry

 63    2008    

Governor, Dubai International

Financial Centre

    1  Finance

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Thomas A. Kloet

Non-Industry; Public

 63    2015    Retired CEO & Executive Director, TMX Group Limited    0  Audit & Risk (Chair)

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John D. Rainey

Non-Industry; Issuer

 51    2017    CFO & EVP of Global Customer Operations, PayPal Holdings, Inc.    0  

Management Compensation

 

Finance (Chair)

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Michael R. Splinter2

Non-Industry; Public

 71    2008    Retired Chairman & CEO, Applied Materials, Inc.    2  

Management Compensation

 

Nominating & ESG

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Toni Townes-Whitley

Non-Industry; Public

 58    2021    Former President, U.S. Regulated Industries, Microsoft    2  Audit & Risk

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Alfred W. Zollar

Non-Industry; Public

 67    2019    Executive Advisor, Siris Capital Group, LLC    3  

Audit & Risk

 

Finance

1

 

1
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Melissa M. Arnoldi, 51

Director Since: 2017 | Non-Industry; Public

EVP and Chief Customer Officer,

AT&T Consumer

Other Public Company Boards: 0

Committee Memberships:

Finance | Management Compensation

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Charlene T. Begley, 57

Director Since: 2014 | Non-Industry; Public

Retired SVP and CIO, General Electric Company

Other Public Company Boards: 2

Committee Memberships:

Audit & Risk | Nominating & ESG (Chair)

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Adena T. Friedman, 54

Director Since: 2017 | Staff

Chair and CEO, Nasdaq

Other Public Company Boards: 0

Committee Memberships:

Finance

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Essa Kazim, 65

Director Since: 2008 | Non-Industry

Governor, Dubai International Financial Centre

Other Public Company Boards: 1

Committee Memberships: Finance

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Thomas A. Kloet, 65

Director Since: 2015 | Non-Industry; Public

Retired CEO and Executive Director,

TMX Group Limited

Other Public Company Boards: 0

Committee Memberships:

Audit & Risk (Chair)

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Kathryn A. Koch, 43

Director Since: N/A | Non-Industry; Public

President and CEO, The TCW Group, Inc.

Other Public Company Boards: 0

Committee Memberships:

N/A

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Holden Spaht, 49

Director Since: 2023 | Non-Industry

Managing Partner, Thoma Bravo

Other Public Company Boards: 1

Committee Memberships:

Finance

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Michael R. Splinter, 73

Lead Independent Director

Director Since: 2008 | Non-Industry; Public

Retired Chairman and CEO, Applied Materials, Inc.

Other Public Company Boards: 3

Committee Memberships:

Management Compensation |

Nominating & ESG

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Johan Torgeby, 49

Director Since: 2022 | Non-Industry

President and CEO, Skandinaviska Enskilda Banken (SEB)

Other Public Company Boards: 1

Committee Memberships:

Finance (Chair)

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Toni Townes-Whitley, 60

Director Since: 2021 | Non-Industry; Issuer

CEO, Science Applications International Corp. (SAIC)

Other Public Company Boards: 1

Committee Memberships:

Audit & Risk | Management Compensation

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Jeffery W. Yabuki, 64

Director Since: 2023 | Non-Industry; Public

Chairman and CEO, InvestCloud

Chairman and Founding Partner, Motive Partners

Other Public Company Boards: 2

Committee Memberships:

Management Compensation |

Nominating & ESG

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Alfred W. Zollar, 69

Director Since: 2019 | Non-Industry; Public

Executive Advisor, Siris Capital Group, LLC

Other Public Company Boards: 2

Committee Memberships:

Audit & Risk | Nominating & ESG

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-In-dustryNon-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.

2

Mr. Splinter is the Chairman of the Board.

 

 

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2024 | Nasdaq Proxy Statement | OUR BOARD

Board DiversityComposition

The Board values diversity in evaluating new candidates and seeks to incorporateOur director nominees represent a wide range of attributes acrossdiverse backgrounds, experiences, leadership, and skills that together embody the Board of Directorsknowledge relevant to Nasdaq’s strategic long-term vision and on each of our Committees. The following matrix is provided in accordance with applicable Nasdaq listing requirements and includes all directors as of April 28, 2022.global operations.

The matrix includes Jacob Wallenberg, who is retiring from the Board effective upon the conclusion of the 2022 Annual Meeting of Shareholders.

Board Diversity Matrix (As of April 28, 2022)Director Nominee Highlights

 

 

  Total Number of Directors      11  
   Female  Male  Non-Binary  

Did not Disclose      

Gender

 
     

  Part I: Gender Identity

              

  Directors

  4  7  -       -         

  Part II: Demographic Background

              

  African American or Black

  1  1  -       -         

  Alaskan Native or Native American

  -  -  -       -         

  Asian

  -  -  -       -         

  Hispanic or Latinx

  -  -  -       -         

  Native Hawaiian or Pacific Islander

  -  -  -       -         

  White

  3  6  -       -         

  Two or More Races or Ethnicities

  -  -  -       -         

  LGBTQ+

  -  -  -       -         

  Did Not Disclose Demographic Background

  -  -  -       -         

42%

 

33%

 

92%

5 out of 12

 

4 out of 12 are Racially/

 

11 out of 12 are

are women

 

Ethnically Diverse

 

Independent

   

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2024 | Nasdaq Proxy Statement | OUR BOARD

Director Identification and Evaluation

Director Criteria and Qualifications

In evaluating individual Board nominees, the Nominating & ESG Committee takes into account many factors, including:

 

·• the individual’s educational and professional background and personal accomplishments;

•an independent mindset that constructively challenges the status quo and provides a strong view of the future;

•the ability to devote sufficient time and attention to effectively serve on the Board;

•the requirements in our By-Laws;

•diversity, including (but not limited to) factors such as gender, ethnicity, race, sexual orientation, and geography;

•a client experience orientation;

•a general and diverse understanding of the global economy, capital markets, finance, and other disciplines relevant to the success of a large publicly-tradedpublicly traded financial technology company, including cybersecurity; and

 

·• a general understanding of Nasdaq’s business and technology;technology.

·a client experience orientation;

·the requirements in our By-Laws;

·the individual’s educational and professional background and personal accomplishments;

·diversity, including, but not limited to, factors such as gender, ethnicity, race, sexual orientation, and geography; and

·an independent mindset that constructively challenges the status quo and provides a strong view of the future.

The Nominating & ESG Committee evaluates each individual candidate in the context of the Board as a whole, with the objective of maintaining a group of directors that can further the success of our businesses, while representing the interests of shareholders, employees, and the communities in which the Company operates. In determining whether to recommend a Board member for re-election, the Nominating & ESG Committee also considers the director’s participation in and contributions to the activities of the Board, the results of the most recent Board and Committee assessment, and attendance at meetings.

The Board and the Nominating & ESG Committee believe all director nominees embody our corporate values and exhibit the characteristics below:

 

·• a commitment to long-term value creation for our shareholders;

 

·• an appreciation for shareholder feedback;

 

·• high regard for personal and professional ethics;

 

·• a proven record of success;

 

·• a commitment to the integrity of affiliated self-regulatory organizations;

 

·• sound business judgment;

 

·• a strategic vision and leadership experience;

 

·• knowledge of the financial services;services and technology industries;

 

·• sufficient time to devote to Board service; and

 

·• an appreciation of multiple cultures and perspectives.

 

 

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2024 | Nasdaq Proxy Statement | OUR BOARD

 

Skills and Expertise Matrix

The following matrix highlights the mix of key skills and expertise, included inthat among other factors, led the Board and the Nominating & ESG Committee to recommend these nominees for election to the Board. The matrix below have been identified as most importantis intended to depict notable areas of focus for effective oversight in light of our business and strategy. We believe each director bringsnominee. The absence of a unique perspective and different set of skills to the boardroom. While each of our directors possesses additional skills and expertise to the ones listed below, this matrix reflects each director’s primary strengths given hismark does not mean that a particular director does not possess that qualification or her particular role on our Board. The director biographies that follow describe each director’s qualifications and relevant experience in more detail.skill.

 

Capital Markets

LOGO

Deep industry knowledge of the capital markets landscape helps us execute on our strategy, expand client relationships, accelerate growth and deliver strong shareholder returns.

Client Experience

Expertise in enhancing and transforming customer service experiences is critical to overseeing our client-first approach.

Corporate Governance

Experience on other public company boards provides insight into developing practices consistent with our commitment to corporate governance excellence.

Cybersecurity

Experience in understanding the impact and increasing importance of the cybersecurity threat landscape on our business and that of our clients is crucial to an effective risk management program.

Environmental and Social (Including Human Capital Management)

Experience in support of environmental and social initiatives and in human capital management strengthens the Board’s oversight and assures that business imperatives and long-term value creation are achieved within a responsible and sustainable business model.

Financial

A deep understanding of financial and accounting metrics is essential to overseeing our performance.

Global Leadership

Experience in a leadership position at a global company provides practical insight into the skills needed to advance the corporate strategy and enhances the ability to recognize those skills in others.

M&A

Experience with assessing and executing on new opportunities is crucial for overseeing tactical and strategic M&A transactions.

Risk Management

Operating in a complex regulatory and risk environment necessitates skillful oversight of the identification, evaluation and prioritization of risks and the development of comprehensive policies and procedures to effectively mitigate risk and manage compliance.

Technology and Innovation

Experience in traditional, new and emerging technologies is core to understanding our business as an innovative technology leader.

 

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Director Orientation and Continuing Education

Our director orientation program familiarizes new directors with our businesses, strategies, and policies,policies. The program consists of two main components: (i) written materials detailing information about Nasdaq, such as Nasdaq’s governance documents and most recent public disclosures, and (ii) a series of meetings with Nasdaq’s business divisions and expert teams, providing experiences to directly engage with our Executive Leadership Team. We also provide year-round in-person or virtual tutorials to educate Board members on emerging and evolving initiatives and strategies. Our directors receive frequent updates on recent developments, press coverage and current events that relate to our strategy and business.

Management Committee. Newly elected directors also are matched with an experienceda longer-tenured director who can be a resource for ongoing mentorship.Board-related questions. We provide further orientation to directors when they are rotating onto a new Committee. The director orientation program is periodically reviewed by the Nominating & ESG Committee.

Ongoing director education is essential for the Board to be a strategic asset for the company.Company. Our directors are encouraged to participate in, and are reimbursed for, continuing education programs at external organizations and universities to enhance the skills and knowledge used to perform their duties on the Board and relevant Committees.

Attendance at these programs provides directors with additional insight into our business and industry and gives them valuable perspective on the performance of our Company, the Board, our PresidentChair and CEO, and members of senior management.

We also provide quarterly in-house director education sessions to educate Board members on emerging and evolving initiatives and strategies. Topics covered in 2023 included: digital assets; background information on Adenza in advance of the Board’s consideration of the acquisition; Nasdaq’s information security program; and an external speaker’s view of the future of technology. Additional tutorials are available to individual directors upon request.

Board Assessment Process

We have a three-tiered annual Board assessment process that is coordinated by the Chairman of the BoardLead Independent Director and the Chair of the Nominating & ESG Committee. The assessment consists of a full Board evaluation, Committee evaluations, and individual director assessments and feedback. The Board and all the Board Committees determine action plans for the next year based on input from the annual assessment.

Results and Implemented Changes

In an effort to continuously strengthen our Board’s effectiveness, results from our Board assessment process are used to:

 

·• determine the skills and experience desired for future Board nominees;

 

·• facilitate the Board refreshment process;

 

·• monitor Committee roles and inform plans for rotations and new leadership assignments;

 

·• strengthen the relationship between the Board and management;

 

·• enhance governance processes and Board meeting agendas; and

 

·• identify opportunities for Directordirector education.

Feedback Incorporated

In response to feedback from recent Board evaluations, actions taken and continuous enhancements include:

 

✓increased Board diversity

added new directors with expertise in technology, fintech, financial crime, and diversity on each Committee;capital markets;

 

✓

included educational videosspecifically requested topics on key topics in pre-read meeting materials;Board agendas;

 

✓

implemented new in-house director education program;

✓

streamlined meeting materials to better highlight important information and focus on key decisions; and

 

✓provided opportunities for our Board to interact with more employees throughout the organization; and

✓

provided education to our Nominating & ESG Committee on ESG topics.

 

 

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Board Refreshment and Nominations

The selection of qualified directors is key to ensuring that the Board fulfills its mission. We believe our director nominees—individually and collectively—havepossess the right skills, qualifications, experience, diversity, and tenure needed for the successful oversight of Nasdaq’s strategy and enterprise risks.

The Nominating & ESG Committee oversees and plans for director succession and refreshment of the Board to ensure the proper mix continues to promote and support our long-term vision. In doing so, the Committee takes into consideration the corporate strategy and the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director qualifications.

The Nominating & ESG Committee considers possible candidates suggested by Board and Committee members, shareholders, and senior management. In addition to submitting suggested nominees to the Nominating & ESG Committee, a Nasdaq shareholder may nominate a person for election as a director, provided the shareholder follows the procedures specified in Nasdaq’s By-Laws.

The Nominating & ESG Committee reviews all candidates in the same manner, regardless of the source of the recommendation. In addition, the Nominating & ESG Committee may engage a third-party search firm from time-to-timetime to time to assist in identifying and evaluating qualified candidates. The new Director elected in 2021 was brought toIn the attentioncase of Kathryn A. Koch, our Chair & CEO identified her as a potential nominee. She completed a rigorous round of interviews with each member of the Nominating & ESG Committee, along with the majority of our other directors and was unanimously recommended to serve on the Board.

Director Nominees by our PresidentShareholders

We are obligated by stockholders’ agreements with each of Borse Dubai, Investor AB, and CEO.Thoma Bravo to nominate and generally use best efforts to cause the election to the Nasdaq Board of one individual designated by each such shareholder, as long as such shareholder continues to hold at least 10% of Nasdaq’s outstanding shares. For Borse Dubai, the number of outstanding shares used for purposes of this calculation is as of March 19, 2024, the date of the most recent amendment to the stockholders’ agreement with Borse Dubai, while for Thoma Bravo, the number is as of November 1, 2023, the closing date of the Adenza acquisition. His Excellency Kazim is the individual designated by Borse Dubai as its nominee, while Mr. Torgeby is the individual designated by Investor AB as its nominee, and Mr. Spaht is the individual designated by Thoma Bravo as its nominee.

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Director Recruitment Process

 

LOGOLOGO 

Board composition is continuouslyregularly analyzedto ensure alignment with strategy.

LOGO

Candidate recommendations are identified with input from directors, management, shareholders, and search firms as needed.

Nominating & ESG Committee screens qualifications, considers diversitydevelops a list of desired skills, expertise, and skills,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.

LOGO

Nominating & ESG Committee reviews candidate recommendations from directors, management, and other stakeholders and determines whether to approach potential candidates.

LOGO

Nominating & ESG Committee interviews potential candidates, evaluates their fit for the Board, reviews conflicts and independence, and makes recommendations to the Board.

LOGO

Board of Directors evaluates has the opportunity to interview recommended candidates reviews conflicts and independence, discusses impact to the Board, and selectsapproves nominees.

LOGO

Shareholders vote on nominees at Nasdaq’s Annual Meeting.

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Implementation

SevenImplementation: Six new directors have been nominated to serve on our Board inover the last sevenfive years—each bringing afresh perspective, varied background, and unique skill set.

 

Director NomineesLOGO

 

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Melissa M. Arnoldi

 

EVP and Chief Customer Officer,

AT&T CustomerConsumer

 

Age: 49Age: 51

 

Director since: Since:2017

 

Independent

 

United States

 

Committee Membership

 

·•  Finance

 

·•  Management Compensation

Director Nominees

Career Highlights

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

Impact on Board

 

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

 

Career Highlights

Since August 2021, Ms. Arnoldi has been the Chief Customer Officer for AT&T Consumer, leading field technician and contact center teams that support 180 million annual customer interactions. From September 2018 to July 2021, she served as the CEO of Vrio Corp., a multi-billion-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, 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.

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

 

 

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LOGO         

LOGO

Charlene T. Begley

 

Retired SVP &and CIO, General

Electric Company

 

Age:55 57

 

Director since: Since:2014

 

Independent

 

United States

 

Committee Membership

 

·•  Audit & Risk

 

·•  Nominating & ESG (Chair)

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

 

Impact on Board

·
•Extensive leadership experience of highly complex and global industrial, customer,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 Committeesaudit committees of several public companies

Current Public Company Boards

 

Career Highlights

Ms. 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.

Current Public Company Boards

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

 

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

Other Public Company Boards in the Past Five Years

 

Other Public Company Boards in the Past Five Years

·
•Red Hat, Inc.

·  WPP plc

 

 

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LOGO         

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Adena T. Friedman

Chair and CEO, Nasdaq

Age: 54

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

• 

Steven D. Black

Former Co-CEO, Bregal Investments

Age: 69

Director since: 2011

Independent

United States

Committee Membership

·  Management Compensation (Chair)

·  Nominating & ESG

Impact on Board

·  Extensive leadership experience of a highly complex global financial services company

·  Depth of knowledge from over 40 years of experience in the global financial services industry

·  Management development, compensation and succession planning experience

Career Highlights

Mr. Black was Co-CEO of Bregal Investments, a private equity firm, from September 2012 through December 2021. He was the Vice Chairman of JP Morgan Chase & Co. from March 2010 to February 2011 and a member of the firm’s Operating and Executive Committees. Prior to that position, Mr. Black was the Executive Chairman of JP Morgan Investment Bank from October 2009 to March 2010. Mr. Black served as Co-CEO of JP Morgan Investment Bank from 2004 to 2009. Mr. Black was the Deputy Co-CEO of JP Morgan Investment Bank from 2003 to 2004. He also served as head of JP Morgan Investment Bank’s Global Equities business from 2000 to 2003 following a career at Citigroup and its predecessor firms.

Current Public Company Boards

·  Wells Fargo & Company (Board Chair): Finance Committee (Chair); Human Resources Committee

Other Public Company Boards in the Past Five Years

·  The Bank of New York Mellon Corporation

LOGO         

Adena T. Friedman

President and CEO, Nasdaq

Age: 52

Director since: 2017

United States

Committee Membership

·  Finance

Impact on Board

·More than 2530 years of industry leadership and expertise, including over five years as Nasdaq’s President and 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

 

Career Highlights

Ms. Friedman was appointed President and CEO and elected to the Board effective January 1, 2017. 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.

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

 

 

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LOGO

LOGO

Essa Kazim

Governor, Dubai International

Financial Centre

Age: 65

Director Since: 2008

Independent

United Arab Emirates

Committee Membership

•  Finance

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

• 

Essa Kazim

Governor, Dubai International Financial Centre

Age: 63

Director since: 2008

Independent

United Arab Emirates

Committee Membership

·  Finance

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

 

Career Highlights

H.E. 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.

Select Professional and Community Contributions

·
•Deputy Chairman of the Supreme Legislation Committee in Dubai

 

·
•Member of the Securities and Exchange Higher Committee

 

·
•Member of the Dubai Supreme Fiscal Committee

 

·
•Board Member of the Dubai Free Zones Council

Current Public Company Boards

 

Current Public Company Boards

·
•Emirates Telecommunications Group Company PJSC (Etisalat Group)(Vice Chairman): AuditNominations and Remuneration Committee, (Chair)

Risk Committee

 

 

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LOGO

Thomas A. Kloet

 

Retired CEO &and Executive

Director, TMX Group Limited

 

Age:63 65

 

Director since: 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

 

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, clearing house,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

 

Career Highlights

Mr. 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 the 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.

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 4443 portfolios, and Northern Institutional Funds, which offers 7 portfolios

 

·
•Member of the FIA Hall of Fame

 

 

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LOGO

Kathryn A. Koch

President and CEO, The TCW

Group, Inc.

Age: 43

Director Since: N/A

Independent

United States

Committee Membership

•  N/A

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

• 

John D. RaineyDeep public shareholder context and perspective given her prior role leading a $300 billion Public Equity business

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

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

Select Professional and Community Contributions

 

CFO & EVP
•Member of Global Customer Operations, PayPal Holdings, Inc.

the University of Notre Dame’s Board of Trustees

 

Age: 51

•Director of The Toigo Foundation

 

Director since: 2017

•Member of the Spence School’s Board of Trustees

 

Independent

United States

Committee Membership

·  Management Compensation

·  Finance (Chair)

Impact on Board

·  More than 20 years of financial management experience, including leading PayPal’s financial operations, corporate accounting, treasury, financial planning and analysis, investor relations, internal audit, tax, real estate and sourcing functions

·  Experience in highly regulated businesses within the financial services industry with responsibility for risk management

·  Leadership experience at a global technology company

Career Highlights

Mr. Rainey is CFO and EVP of Global Customer Operations at PayPal Holdings, Inc., a company that creates innovative technology to make the management and movement of money safer, simpler and more affordable in over 200 markets around the globe. Mr. Rainey will become the EVP and CFO of Walmart Inc. on June 6, 2022. Prior to joining PayPal in 2015, Mr. Rainey was EVP and CFO at United Airlines, having spent 18 years at Continental Airlines, and later United Airlines.

Select Professional and Community Contributions

·
•Member of the Advisory Board of the Hankamer School of Business at Baylor University

·  Former Member of the National Board of Trustees for the March of Dimes

TIFF Investment Management

 

 

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Holden Spaht

Managing Partner, Thoma Bravo

Age: 49

Director Since: 2023

Independent

United States

Committee Membership

•  Finance

Career Highlights

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

Impact on Board

•Vast business and director experience at technology and software companies

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

•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

Current Public Company Boards

•Instructure Holdings, Inc.: Compensation and Nominating Committee

 

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LOGO

Michael R. Splinter

Lead Independent Director,

Nasdaq

Retired Chairman and CEO,

Applied Materials, Inc.

Age: 73

Director Since: 2008

Independent

United States

Committee Membership

•  Management Compensation

•  Nominating & ESG

Career Highlights

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

Impact on Board

• 

Michael R. Splinter

Retired Chairman & CEO, Applied Materials, Inc.

Age: 71

Director since: 2008

Independent

United States

Committee Membership

·  Management Compensation

·  Nominating & ESG

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

 

Career Highlights

Mr. Splinter was elected Chairman of Nasdaq’s Board effective May 10, 2017. He is currently a business and technology consultant. Mr. Splinter served as Executive Chairman of the Board of Applied Materials, a Nasdaq-listed company, from 2009 to his retirement in 2015 and 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, he was an executive at Intel Corporation for 20 years.

Select Professional and Community Contributions

·  Co-Chair of the American Semiconductor Center

·
•Chair of the US-Taiwan Business Council

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

 

·
•Member of the National Academy of Engineers

 

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

Current Public Company Boards

 

Current Public Company Boards

·
•Gogoro Inc.: Compensation Committee (Chair)

 

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

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

Other Public Company Boards in the Past Five Years

 

Other Public Company Boards in the Past Five Years

·
•Meyer Burger Technology Ltd.

 

 

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Johan Torgeby

President and CEO,

Skandinaviska Enskilda Banken

(SEB)

Age: 49

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 17,500 employees who serve more than 3,000 large corporate and institutional customers, 400,000 small and medium-sized enterprises, and four million private individuals. Prior to his present position, Mr. Torgeby was Co-Head of Large Corporates & Financial Institutions and a member of the Group Executive Committee at SEB since 2014. He has held numerous positions within the Large Corporates & Financial Institutions division at SEB. He joined SEB in 2009 from Morgan Stanley & Co.

Impact on Board

•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 the Swedish Bankers Association

•Director of the Institute of International Finance

•Director of Mentor Sweden

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

Current Public Company Boards

•Skandinaviska Enskilda Banken

 

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LOGO

LOGO

Toni Townes-Whitley

CEO, Science Applications

International Corp. (SAIC)

Age: 60

Director Since: 2021

Independent

United States

Committee Membership

•  Audit & Risk

•  Management Compensation

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

• 

Toni Townes-Whitley

Former President, U.S. Regulated Industries, Microsoft

Age: 58

Director since: 2021

Independent

United States

Committee Membership

·  Audit & Risk

Impact on Board

·Extensive background in the technology industry and with driving digital transformations

 

·  Led
•Leads a sales organizationcompany of almost 5,000approximately 24,000 employees, resulting in significant knowledge onof human capital management topics

 

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

Select Professional and Community Contributions

 

Career Highlights

As president of U.S. Regulated Industries at Microsoft from July 2018 to September 2021, Ms. Townes-Whitley led the company’s U.S. sales strategy for driving digital transformation across customers and partners within the public sector and commercial regulated industries. Previously, 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 IT 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 2011 to 2015 and SVP, Civilian Agency Program from 2010 to 2011. 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 IT services, software and technology.

Select Professional and Community Contributions

·  Trustee of Johns Hopkins Medicine

·
•Director of the Thurgood Marshall College Fund

 

·
•Director, of the Partnership for Public Service

Catalyst Organization

 

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

•Former Trustee of Johns Hopkins Medicine

Current Public Company Boards

 

·  Trustee of The United Way Worldwide
•SAIC

Other Public Company Boards in the Past Five Years

 

Current Public Company Boards

·
•Empowerment & Inclusion Capital I Corp.: Audit Committee (Chair)

 

·
•Marathon Petroleum Corporation

•The PNC Financial Services Group, Inc.: Risk Committee, Special Committee on Equity & Inclusion, Technology Subcommittee

 

 

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2024 | Nasdaq Proxy Statement | OUR BOARD

LOGO

Jeffery W. Yabuki

Chairman and CEO, InvestCloud

Chairman and Founding Partner,

Motive Partners

Age: 64

Director Since: 2023

Independent

United States

Committee Membership

•  Management Compensation

•  Nominating & ESG

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

•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.

 

32

2024 | Nasdaq Proxy Statement | OUR BOARD

LOGO

LOGO

Alfred W. Zollar

 

Executive Advisor, Siris Capital

Group, LLC

 

Age:67 69

 

Director since: Since:2019

 

Independent

 

United States

 

Committee Membership

 

·•  Audit & Risk

 

·  Finance•  Nominating & ESG

Career Highlights

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

Impact on Board

 

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

 

Career Highlights

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

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

 

Current Public Company Boards

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

 

·  Public Service Enterprise Group Incorporated: Audit Committee, Finance Committee (Chair), Industrial Operations Committee

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

Other Public Company Boards in the Past Five Years

 

Other
•Public Company Boards in the Past Five Years

Service Enterprise Group Incorporated

 

·
•Red Hat, Inc.

·  The Chubb Corporation

 

 

33

2024 | Nasdaq Proxy Statement | OUR BOARD

Board Committees

Board Committees

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

Audit & Risk Committee

Key Objectives:

 

Our Board has four standing Committees: Audit & Risk, Finance, Management Compensation and Nominating & ESG. Each of these Committees, other than the Finance Committee, consists exclusively of independent directors. The Chair of each Committee reports to the Board in Chairman’s Session or Executive Session 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.

Audit & Risk Committee

Key Objectives:

·
•Oversees Nasdaq’s financial reporting process and reviews the financial statements and disclosures in the Company’s Annual Reportsannual reports on Form 10-K, Quarterly Reports quarterly reports on Form 10-Q, and quarterly earnings releases.

 

·
•Appoints, retains, approves the compensation of, and oversees the independent registered public accounting firm.

 

·  Assists the Board by reviewing and discussing the quality and integrity of accounting, auditing and financial reporting practices at Nasdaq, including assessing the staffing of employees in these functions.

·  Assists the Board by reviewing
•Reviews the adequacy and effectiveness of Nasdaq’s internal controls.

control framework and Sarbanes-Oxley compliance program.

 

·
•Reviews and approves or ratifies all related partyperson transactions, as further described below under “Certain Relationships and Related Transactions.”

 

·  Assists the Board in reviewing
•Reviews and discussingdiscusses with management Nasdaq’s regulatory and compliance programs, ERM structure and process, Global Employee Ethics Program, and SpeakUp! Program and(which includes the confidential whistleblower process.

process).

 

·  Assists
•Reviews and discusses with management the Board in reviewingCompany’s Enterprise Risk Framework, including risk governance structure, risk assessment, and discussingrisk management practices and guidelines.

•Reviews and discusses with management the adequacy and effectiveness of Nasdaq’s cyber, privacy and technology controls.

controls, including the Company’s Information Security program, and approves the Information Security Charter and Information Security Policy.

 

·  Assists the Board in its oversight of
•Oversees the Internal Audit function, including approval of the annual Internal Audit Plan.

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.

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2024 | Nasdaq Proxy Statement | OUR BOARD

2023 Highlights:

 

2021 Highlights:

•Discussed information security topics, including the cybersecurity threat landscape, Nasdaq’s cybersecurity strategic plan, Nasdaq’s insider threat and vulnerability management programs, Adenza’s information security program, and the SEC’s cybersecurity disclosure rule.

 

·
•Engaged with certain third-party vendors that Nasdaq may use in the event of a cybersecurity incident involving the Company.

•Reviewed the pro forma financial statements for the Adenza acquisition and discussed the Adenza integration strategy.

•Received briefings on: Nasdaq’s tax profile; Nasdaq’s anti-corruption, anti-money laundering and sanctions compliance programs; Nasdaq’s litigation matters; Nasdaq’s revenue recognition policies; Nasdaq’s corporate insurance program; 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. For further information on the Audit & Risk Committee’s review of the independent auditor relationship, see “Audit & Risk – Audit & Risk Committee Responsibilities – Annual Evaluation and 2022 Selection of Independent Auditors.”

 

·
•Approved Nasdaq’s policy on the use of non-GAAP measures and reviewed non-GAAP disclosures, impairment assessments and the impact or potential impact of changes in various accounting standards.

·  Approved the revised Supplier Code of Ethics and received an update on third

  LOGO

LOGO

party risk management. disclosures.

 

·• Reviewed the sanctionsReceived updates on third party risk management.

Risk Oversight Role:

•Receives regular updates on risk matters from Group Risk Management and anti-money laundering compliance programs.other functions within Nasdaq.

 

·• MonitoredApproves Nasdaq’s Risk Appetite Statement and recommends to the progression ofBoard for approval the Market Technology business’s clearing projects.Company’s ERM Policy.

 

·• Discussed Nasdaq’s tax profile and tax planning in connectionReceives periodic reports on risk tolerances that measure management’s compliance with the Verafin acquisition.risk appetite.

 

·• Received reports onReviews and discusses with management internal control and risk management frameworks designed to manage current organizational risks, including information security topics, including the software supply chain, the protection of market systems, IT asset management (including end-of-life governance and management) and vulnerability management.emerging risks.

Risk Oversight Role:Independence:

 

·• Approves the Risk Appetite and reviews the ERM program, including policy, structure, and process.

·Receives regular updates from the Chief Risk Officer on risk matters.

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.

 

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2024 | Nasdaq Proxy Statement | OUR BOARD

Finance Committee

Key Objectives:

 

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 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.

2023 Highlights:

 

2021 Highlights:

•Reviewed and recommended Board approval of the Adenza acquisition and related financing, which included the issuance of approximately $5 billion in senior notes, a $600 million term loan, and approximately $290 million of commercial paper.

 

·
•Conducted a comprehensive review of the capital plan for Board approval.

approval, including updates to the capital plan following the completion of the Adenza acquisition to reflect debt deleveraging and share repurchase commitments.

 

·
•Reviewed and recommended Board approval of Nasdaq’s entry into a multi-year partnership with AWSan increase to buildour share repurchase program to an aggregate of $2 billion, enabling the next generation of cloud-enabled infrastructure forCompany to continue share repurchases, including repurchases in the world’s financial markets.

·  Reviewed and recommended Board approval of the divestiture of Nasdaq’s U.S. Fixed Income business and an accelerated stock repurchase agreementfuture to offset longer-term dilution related tofrom the issuance of sharesequity issued in connection with the divestiture.

Adenza acquisition.

 

·
•Advised the Board on the 10% increase in Nasdaq’s quarterly dividend payment from $0.49$0.20 to $0.54$0.22 per share.

 

·
•Received regular reports on the M&A environment and Nasdaq’s pipeline of potential strategic transactions.

 

·  Reviewed and recommended, for Board approval, a debt refinancing transaction which reduced our annual interest expense.

·
•Received an update on Nasdaq’s minority investment activities through the Nasdaq Ventures portfolio.

•Received updates on Nasdaq’s investor relations program.

Risk Oversight Role:

 

Risk Oversight Role:

·
•Monitors operational and strategic risks related to Nasdaq’s financial affairs, including capital structure and liquidity risks.

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2024 | Nasdaq Proxy Statement | OUR BOARD

Management Compensation Committee

Key Objectives:

• 

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LOGO     

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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 PresidentChair and CEO and CFO are submitted to the Board for final approval.

 

·
•Reviews and approves the performance goals for executive officers. For the PresidentChair and CEO, and CFO, these items are referred to the Board for final approval.

 

·
•Reviews and approves the basetarget total compensation (base salary andplus target bonus plus face value of long-term incentive compensationopportunities) for those non-executive officers officer new hires with target total cash compensation in excess of $1,000,000 or an$3,000,000 and equity awardawards to non-executive officers valued in excess of $1,000,000.

$2,000,000.

 

·
•Evaluates the performance of the PresidentChair and CEO, together with the Nominating & ESG Committee.

 

·
•Reviews the succession and development plans for executive officers and other key talent.

 

·
•Establishes and annually monitors 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.

2023 Highlights:

 

2021 Highlights:

·
•Reviewed negotiatedNasdaq’s evolving rewards program, including with respect to compensation program design and recommended Board approval of the new employment agreementat-risk percentage profile, in connection with Nasdaq’s President and CEO, Adena T. Friedman.

ongoing transformation.

 

·  Provided feedback on
•Reviewed Nasdaq’s pay equity analysis.

 

·
•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 SVPs.their direct reports.

•Reviewed and recommended Nasdaq’s revised incentive recoupment, or “clawback,” policy.

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

•Reviewed and recommended the termination of Nasdaq’s previously frozen pension plan following contributions from the Company of pension plan assets sufficient to settle its liabilities.

Risk Oversight Role:

 

Risk Oversight Role:

·
•Evaluates the effect the compensation structure may have on risk-related decisions.

Independence:

 

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.

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37

2024 | Nasdaq Proxy Statement | OUR BOARD

Nominating & ESG Committee

Key Objectives:

 

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 PresidentChair 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.

 

·  Monitors Company compliance with corporate governance requirements and policies.

·
•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 withof Nasdaq that qualify as Section 16 officers and as “principal officers,” as that term is defined in the rank of EVP or above.

Nasdaq By-Laws.

 

·
•Oversees environmental and social matters 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 environmental and social trends and issues that may affect the business operations, performance, and public image of Nasdaq.

 

·
•Provides oversight for Nasdaq’s environmental and social policies, practices, initiatives, and reporting, including those related to environmental sustainability, social and ethical issues, human capital management, responsible sourcing, and strengthening community.community involvement.

•Reviews and approves the annual Sustainability Report, the TCFD Report, and related Indexes.

2023 Highlights:

 

·  Reviews
•Focused on Nasdaq’s ongoing Board refreshment, including the Annual Sustainability Report.

identification, assessment, and recommendation of three new directors, Jeffery W. Yabuki, Holden Spaht, and Kathryn A. Koch.

 

2021 Highlights:

•Considered shareholder feedback from engagement sessions, the 2023 Annual Meeting of Shareholders, and publicly available sources.

 

·
•Received tutorialsbriefings on ESG topics, includingsuch as Nasdaq’s ESG materiality assessment,culture evolution, governance trends, priorities for public company boards, and Nasdaq’s Purpose Initiative and Nasdaq’s Supplier Risk Management and Diversity Programs.

Program.

 

·
•Monitored the achievement of Nasdaq’s corporate ESG goals.

•Received a climate-related director education briefing.

Risk Oversight Role:

 

·  Focused on Nasdaq’s ongoing Board refreshment, including recommending and nominating Toni Townes-Whitley to the Board in September 2021.

·  Considered shareholder feedback from engagement sessions, the 2021 Annual Meeting of Shareholders and publicly available sources.

Risk Oversight Role:

·
•Oversees risks related to the Company’s ESG issues, trends, and policies.

 

·
•Monitors the independence of the Board.

Independence:

 

Independence:

·
•Each member of the Nominating & ESG Committee is independent, as required by the listing rules of The Nasdaq Stock Market.

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2024 | Nasdaq Proxy Statement | OUR BOARD

Director Compensation

Our Board Compensation Policycompensation policy establishes the compensation of our non-employee directors. Every two years, the Management Compensation Committee reviews the Director Compensation Policy,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 20212023 Annual Meeting of Shareholders and ends with the 20222024 Annual Meeting. Our CEO, Ms. Friedman, does not receive any compensation for serving as Chair or as a director.

Compensation Policy for Non-Employee Directors

 

Item

  

June 2021 - 2023-

June 2022        2024   

Annual Retainer for Board Members (Other than the Chair)

  $75,00085,000

Additional Annual Retainer for Board ChairLead Independent Director

  $240,00075,000

Annual Equity Award for All Board Members (Grant Date Market Value)

  $260,000

Annual Audit & Risk Committee Chair Compensation

  $40,000

Annual Management Compensation Committee Chair Compensation

  $30,000

Annual Finance and Nominating & ESG Committee Chair Compensation

  $20,000

Annual Audit & Risk Committee Member Compensation

  $20,000

Annual Management Compensation and Nominating & ESG Committee Member Compensation

  $10,000

Annual Finance Committee Member Compensation

  $5,000

Each non-employee director may elect to receive the annual retainer in cash (payable in equal semi-annual installments) or equity. Each non-employee director also may elect to receive Committee Chair and/or Committee member fees in cash (payable in equal semi-annual installments) or equity.

The annual equity award and any equity elected as part of the annual retainer or for Committee Chair and/or Committee member fees are awarded automatically on the date of the Annual Meeting of Shareholders immediately following election and appointment to the Board.

All equity paid to Board members consists of RSUs that vest in full one year from the date of grant.grant date. The number of RSUs to be awarded is calculated based on the closing market price of our common stock on the date of the Annual Meeting. Directors that are appointed to the Board after the annual meetingAnnual Meeting receive a pro-rata equity award. Unvested equity is forfeited in certain circumstances upon termination of the director’s service on the Board.

Directors are reimbursed for business expenses and reasonable travel expenses for attending Board and Committee meetings. Non-employee directors do not receive our retirement, health, or life insurance benefits. We provide each non-employee director with director and officer liability insurance coverage, as well as business accident travel insurance for and only when traveling on behalf of Nasdaq.

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2024 | Nasdaq Proxy Statement | OUR BOARD

Stock Ownership Guidelines

Under our stock ownership guidelines, the Chairman of the Board must maintain a minimum ownership level in Nasdaq common stock of six times the annual equity award for Board members. Other our non-employee directors must maintain a minimum ownership level of two times the annual equity award.

Shares owned outright, through shared ownership, and in the form of vested and unvested restricted stock are taken into considerationconsidered in determining compliance with these stock ownership guidelines. Exceptions to this policy may be necessary or appropriate in individual situations, and the ChairmanChair of the Board may occasionally approve such exceptions from time to time.exceptions. New directors havemust obtain the minimum ownership level four years after their initial election to the Board to obtain the minimum ownership level.Board. All of the directors were in compliance with the guidelines as of December 31, 2021.2023.

Director Compensation Table

The table below summarizes the compensation paid by Nasdaq to our non-employee directors for services rendered during the fiscal year endedending December 31, 2021.2023.

 

  Name1  

Fees Earned

or Paid in

Cash ($)2

  

Stock

Awards

($)3,4,5

   

Option

Awards

($)

  

Non-Equity

Incentive Plan

Compensation

($)

  

Change

in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings ($)

  

All Other

Compensation

($)

  Total ($)

  Melissa M. Arnoldi

  —  $345,669   —  —  —  —  $345,669    

  Charlene T. Begley

  $115,000  $256,812   —  —  —  —  $371,812    

  Steven D. Black

  —  $370,235   —  —  —  —  $370,235    

  Essa Kazim

  —  $335,738   —  —  —  —  $335,738    

  Thomas A. Kloet6

  $155,000  $370,235   —  —  —  $15,000  $540,235    

  John D. Rainey

  —  $370,235   —  —  —  —  $370,235    

  Michael R. Splinter

  —  $513,625   —  —  —  —  $513,625    

  Toni Townes-Whitley

  $19,911  $183,000   —  —  —  —  $202,911    

  Jacob Wallenberg

  —  $340,616   —  —  —  —  $340,616    

  Alfred W. Zollar

  —  $355,426   —  —  —  —  $355,426    

Name1

  Fees Earned or    
Paid in Cash ($)2		  Stock Awards    
($)3,4,5		  

Total      

($)

Melissa M. Arnoldi

  $87,500  $256,126  $343,626

Charlene T. Begley

  $120,000  $256,126  $376,126

Steven D. Black

  —  $379,257  $379,257

Essa Kazim

  —  $344,738  $344,738

Thomas A. Kloet6

  $165,000  $379,257  $544,257

John David Rainey7

  —  —  —

Holden Spaht8

  $12,295  $163,615  $175,910

Michael R. Splinter

  —  $423,539  $423,539

Johan Torgeby

  $92,500  $256,126  $348,626

Toni Townes-Whitley

  $110,000  $256,126  $366,126

Jeffery W. Yabuki

  —  $359,532  $359,532

Alfred W. Zollar

  —  $378,510  $378,510

 

1.(1)

Adena T. Friedman is not included in this table as she is an employee of Nasdaq and thus receivedreceives 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.”

 

2.(2)

The differences in fees earned or paid in cash reported in this column largelyprimarily reflect differences in each individual director’s election to receive the annual retainer and Committee service fees in cash or in the form of 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.

 

3.(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, 20212023 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 in the form of RSUs.

 

4.(4)

These stock awards, which were awarded on June 15, 202121, 2023 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 1,4745,142 RSUs with a grant date fair value of $256,812.$256,126. Mr. Splinter elected to receive his ChairmanLead Director retainer payment in equity so he received an additional 1,3612,966 RSUs with a grant date fair value of $237,125.$147,738. Directors Arnoldi, Black, Kazim, Kloet, Rainey, WallenbergYabuki, and Zollar elected to receive all of their annual retainers in equity, so they each re-ceivedreceived an additional 4251,681 RSUs with a grant date fair value of $74,047.$83,731. In addition, individual directors received the following amounts in equity, in lieu of cash, as payment for Committee service fees: Ms. Arnoldi (85Mr. Black (791 RSUs with a grant date fair value $14,809)$39,400); Mr. Black (226H.E. Kazim (98 RSUs with a grant date fair value of $39,376)$4,881); H.E. Kazim (28Mr. Kloet (791 RSUs with a grant date fair value of $4,878)$39,400); Mr. Kloet (226Splinter (395 RSUs with a grant date fair value of $39,376)$19,675); Mr. Rainey (226Yabuki (395 RSUs with a grant date fair value of $39,376)$19,675); and Mr. Splinter (113Zollar (776 RSUs with a grant date fair value of $19,688);$38,653). Mr. Wallenberg (56Zollar was also awarded 183 RSUs, which vested on the date of grant, as compensation for additional Board Committee service during the Board term ended June 21, 2023. Since he was appointed to the Board after the start of the compensation year, Mr. Spaht received a pro-rata annual equity award on November 27, 2023 of 3,001 RSUs with a grant date fair value of $9,757) and Mr. Zollar (141 RSUs with a$163,615. The grant date fair value of $24,566). On September 29, 2021, Ms. Townes-Whitley was appointed to the Board and received a pro-rata annual equity award of 951 RSUsawards reported in this footnote have been computed in accordance with a grant date fair value of $183,000.FASB ASC Topic 718.

 

5.(5)

The aggregate numbers of unvested RSUs and vested shares granted under the Equity Plan and beneficially owned by each non-employee director as of December 31, 20212023 are summarized in the following table. All unvested RSUs willreported in the table are scheduled to vest on June 15, 2022.21, 2024. 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 “Security Ownership of Certain Beneficial Owners and Management.”

 

 

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2024 | Nasdaq Proxy Statement | OUR BOARD

 

  Director  Number of Unvested RSUs  Number of Vested Shares                                          

 

  Melissa M. Arnoldi

  1,984  8,584

 

  Charlene T. Begley

  1,474  8,987

 

  Steven D. Black

  2,125  42,258

 

  Essa Kazim

  1,927  39,111

 

  Thomas A. Kloet

  2,125  20,778

 

  John D. Rainey

  2,125  12,765

 

  Michael R. Splinter

  2,948  62,923

 

  Toni Townes-Whitley

  951  —

 

  Jacob Wallenberg

  1,955  7,241

 

  Alfred W. Zollar

  2,040  6,551

Director

  

Number of

Unvested RSUs      

  

Number of

Vested Shares      

Melissa M. Arnoldi

  5,142  37,071

Charlene T. Begley

  5,142  36,459

Steven D. Black

  7,614  140,469

Essa Kazim

  6,921  128,103

Thomas A. Kloet

  7,614  76,029

John David Rainey

  —  7,000

Holden Spaht

  3,001  —

Michael R. Splinter

  8,503  206,601

Johan Torgeby

  5,142  3,324

Toni Townes-Whitley

  5,142  7,929

Jeffery W. Yabuki

  7,218  —

Alfred W. Zollar

  7,416  32,982

 

6.(6)

Fees Earned or Paid in Cash to Mr. Kloet include fees of $155,000$165,000 for his service as ChairmanChair 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. All Other Compensation for Mr. Kloet represents fees for tax advisory services in connection with the compensation for service to our exchange subsidiaries.

LOGO

Corporate Governance Framework

Our governance framework focuses on the interests of our shareholders. It is designed to promote governance transparency and ensure our Board has the necessary tools to review and evaluate our business operations and make decisions that are independent of management and in the best interests of our shareholders. Our goal is to align the interests of directors, management and shareholders while complying with, or exceeding, the requirements of The Nasdaq Stock Market and applicable law.

This governance framework establishes the practices our Board follows with respect to oversight of:

·  our corporate strategy for long-term value creation;

·  capital allocation;

·  risk management, including risks relating to information security and the protection of our market systems;

·  our human capital management program, corporate culture initiatives and ethics program;

·  our corporate governance structures, principles and practices;

·  Board refreshment and executive succession planning;

·  executive compensation;

·  corporate sustainability, including our ESG program and environmental and social initiatives; and

·  compliance with local regulations and laws across our business lines and geographic regions.

Key Corporate Governance Documents

Nasdaq’s commitment to governance transparency is foundational to our business. This commitment is reflected in our governance documents listed below, which are all available online at ir.nasdaq.com.

·  Corporate Governance Guidelines

·  Board of Directors Duties & Obligations

·  Code of Conduct for the Board of Directors

·  Amended and Restated Certificate of Incorporation

·  By-Laws

·  Committee Charters

·  Procedures for Communicating with the Board of Directors

 

(7)

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

(8)

Fees earned by Mr. Spaht were paid to Thoma Bravo Advisors, L.P.

41

LOGO

Governance

2024 | Nasdaq Proxy Statement | GOVERNANCE

Governance Highlights

We are committed to good corporate governance, which is a critical factor to help promote the long-term interests of our shareholders, strengthen our Board and management accountability, and build trust in the Company. Our governance highlights are summarized below, followed by more in-depth descriptions of the key aspects of our governance structure. The Board believes that its governance practices provide a structure that allows it to set objectives and monitor performance, ensure the efficient use of corporate resources, and enhance shareholder value.

Corporate Governance Practice HighlightsBoard Composition

and Processes

•  Continuous Board refreshment emphasizing diverse thought and experience

 

Board Composition

All•  11 of 12 director nominees are independent except for our CEO

 

•  Lead Independent Director with robust duties and oversight responsibilities

•  Independent Audit & Risk, Management Compensation, and Nominating & ESG Committees

•  Opportunity for Executive Session (without management present) at every Board and Committee meeting

•  Annual evaluations of the Board and each Committee, along with individual director self-assessments

•  Rigorous stock ownership guidelines, including at least 2x the annual equity award for each director

•No director may serve on more than four public company boards (including the Nasdaq Board), without specific approval from the Audit & Risk Committee and Nominating & ESG Committee

 

Philosophy of continuous Board refreshment to ensure a mix of skills, experience, tenure and diversity

Board Structure and Processes

Separation of the roles of Chairman of the Board and President and CEO of Nasdaq

Directors have the opportunity to meet in Executive Session without management present at every Board and Committee meeting

Three-tiered annual Board assessment, consisting of full Board evaluation, Committee evaluations and individual director assessments

•Ongoing Board review of strategic planning and capital allocation for long-term value creation for shareholders

 

Nominating & ESG Committee oversight of environmental, social and human capital management policies, practices, initiatives and reporting

•Comprehensive risk oversight by the full Board under Audit & Risk Committee leadership

 

Director stock ownership guidelines require equity ownership of at least 2x the annual equity award (for the Chairman, 6x)•  Commitment to continuous learning and director education

 

Shareholder Rights•  Board oversight of human capital management, including culture and DEI

 

•  Independent Internal Audit Department under the leadership of a Chief Audit Executive who reports directly to the Audit & Risk Committee

Shareholder Rights

•  Robust, year-round shareholder engagement program

•15% threshold for shareholders to call a special meeting

 

•Proxy access allowing holders of 3% of our stock for three years to include up to two nominees (or nominees representing 25% of the Board) in our proxy

 

•Annual election of directors, with majority voting in uncontested elections

 

•No “poison pill”

 

•Annual advisory vote on executive compensation

 

Robust shareholder engagement program throughout the year

LOGO

As of April 28, 2022•  Shareholder communication process for communicating with our Board

 

 

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2024 | Nasdaq Proxy Statement | GOVERNANCE

Corporate Governance Framework

Our governance framework focuses on the interests of our shareholders. It is designed to promote governance transparency and ensure our Board has the necessary tools to review and evaluate our business operations and make decisions that are independent of management and in the best interests of our shareholders. Our goal is to align the interests of shareholders, directors, and management while complying with, or exceeding, the requirements of The Nasdaq Stock Market and applicable law.

This governance framework establishes the practices our Board follows with respect to oversight of:

•our corporate strategy for long-term value creation;

•capital allocation;

•risk management, including risks relating to information security and the protection of our market systems;

•our human capital management program, corporate culture initiatives, and ethics program;

•our corporate governance structures, principles, and practices;

•Board refreshment and executive succession planning;

•executive compensation;

•corporate sustainability, including our ESG program and environmental and social initiatives; and

•compliance with local regulations and laws across our business lines and geographic regions.

Key Corporate Governance Documents

Nasdaq’s commitment to governance transparency is foundational to our business. This commitment is reflected in our governance documents listed below, which are all available online at ir.nasdaq.com.

•Amended and Restated Certificate of Incorporation

•Board of Directors Duties & Obligations

•By-Laws

•Code of Conduct for the Board of Directors

•Committee Charters

•Corporate Governance Guidelines

•Procedures for Communicating with the Board of Directors

 

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2024 | Nasdaq Proxy Statement | GOVERNANCE

Board Leadership Structure

Nasdaq’s governance framework provides the Board with the flexibility to select the appropriate leadership structure for the Board. In accordance withmaking determinations regarding the leadership structure, the Board considers the facts and circumstances at the time, including the specific needs of the business and a structure in the best interests of the Company and our Corporate Governance Guidelines, we separateshareholders.

The Board is led by a Chair, who is elected annually by the roleBoard. The general duty of Chairmanthe Chair is to provide leadership on the Board, including setting Board and corporate culture, building consensus around Nasdaq’s strategy, and providing direction as to how the Board operates. The current leadership structure is comprised of a combined Chair and CEO, a Lead Independent Director, Board Committees led by independent directors, and active engagement by all directors. Eleven of 12 of our directors will be independent, assuming that all of the director nominees are elected at the 2024 Annual Meeting.

Effective as of January 1, 2023, the independent members of the Board from the role of President and CEO. Our Board Chairman is an independent director. We believe that this separation of roles and allocation of distinct responsibilities to each role facilitates communication between senior management and the full Board about issues such as corporate governance, management development, succession planning, executive compensation, and the Company’s performance.

Nasdaq’s President andunanimously elected our CEO, Adena T. Friedman, has over 25 years’ experience inas the securities industry. She is responsible forChair of the strategic direction, day-to-day leadership,Board, and performance of Nasdaq. The Chairman of Nasdaq’s Board,appointed Michael R. Splinter, bringsthe former Chair, as Lead Independent Director. The Board believes that having Ms. Friedman as the Chair and CEO allows the Company to convey our short-term and long-term strategy with a single voice to our shareholders, customers, regulators, and other stakeholders, particularly as we continue the realignment of our business and operations following the acquisition of Adenza in November 2023. Ms. Friedman’s leadership, deep understanding of our business gained by more than 30 years in the finance industry, knowledge of our operations, and broad role in the international financial ecosystem were all contributing factors to the Board’s decision to unify the Chair and CEO roles.

The Board recognizes that when the positions of Chair and CEO are combined, or when the Chair is not an independent director, it is imperative that the Board elect a strong Lead Independent Director with a clearly defined role and robust set of responsibilities. Simultaneously with the appointment of the Lead Independent Director, the Board amended the Company’s Corporate Governance Guidelines to provide additional, clearly defined duties for the Lead Independent Director, which are based on best practices. These duties are outlined in the following section.

Mr. Splinter has complex, global technology business leadership experience, as a former public company CEO. governance expertise, and an extensive background in management development, compensation, and succession planning that the Board believes amplifies his role as Lead Independent Director. Each term of service in the Lead Independent Director position is one year.

Our Board believes that our current structure, led by Ms. Friedman and Mr. Splinter, allows the Board to focus on significant strategic, governance, and operational issues; provides critical and effective leadership; and fosters a Board environment in which our independent directors can work together, provide oversight of our performance, and hold our management and senior leadership accountable, all of which we believe will benefit the long-term interests of our shareholders.

Current Leadership

Structure

LOGO

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2024 | Nasdaq Proxy Statement | GOVERNANCE

Duties and Responsibilities

The Chairman provides guidanceduties and responsibilities of the Chair, CEO, and Lead Independent Director include, but are not limited to, the President and CEO, presides over Board meetings, including Executive Sessions, and serves as a primary liaison betweenitems described in the President and CEO and other directors.accompanying table below.

LOGO

ChairCEO

✓  Presides at all meetings of the Board and shareholders

✓  Together with the Lead Independent Director, reviews and approves the meeting agendas and schedules to assure content and sufficient time for discussion of all agenda items

✓  Facilitates and encourages communication between management and the Board

✓  Supervises the business and affairs of the Company under the oversight of the Board

✓  Develops and executes our strategy against our short- and long-term objectives

✓  Builds and oversees the Management Committee

LOGO

Lead Independent Director

✓  Presides at all meetings of the Board at which the Chair is not present

✓  Presides during Executive Sessions of the Board

✓  Calls meetings of the independent directors or the Board, as appropriate

✓  Facilitates discussion and open dialogue among the independent directors during Board meetings, Executive Sessions, and outside of Board meetings

✓  Briefs the Chair and CEO on issues discussed during Executive Sessions

✓  Serves as a liaison among the Chair and CEO and the other directors

✓  Together with the Chair and CEO, approves Board meeting agendas and schedules to assure content and sufficient time for discussion of all agenda items

✓  Authorizes the retention of advisors and consultants who report directly to the Board, when appropriate (Board Committees retain their own authority to engage advisors and consultants)

✓  Reviews and reports on the results of the Board and Committee assessments

✓  Discusses Board and Committee performance, effectiveness, and composition (including feedback from individual directors) with the Chair and CEO and meets individually with independent directors as needed

✓  Is available for consultation and direct communication with major investors and other stakeholders upon request

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2024 | Nasdaq Proxy Statement | GOVERNANCE

Board Independence

Nasdaq’s common stock is currently listed on The Nasdaq Stock Market and Nasdaq Dubai. The listing rules of The Nasdaq Stock Market require a majority of our directors to be independent, while the Markets Rules of the Dubai Financial Services Authority require that at least one third of the Board should comprise non-executive directors, of which at least two non-executive directors should be independent.

In order to qualify as independent under the listing rules of The Nasdaq Stock Market, a director must satisfy a two-part test. First, the director must not fall into any of several categories that would automatically disqualify the director from being deemed independent. Second, no director qualifies as independent unless the Board affirmatively determines that the director has no direct or indirect relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Under the Nasdaq Dubai listing rules and the Markets Rules of the Dubai Financial Services Authority, a director is considered independent if the Board determines the director to be independent in character and judgment and to have no commercial or other relationships or circumstances that are likely to affect, or could appear to impair, the director’s judgment in a manner other than in the best interests of the Company.

NineNasdaq conducts an annual review of the independence of our tendirectors, and the Board has determined that 11 out of 12 of our current directors, as well as our newest director nomineesnominee, are independent underas defined by both the listing rules of Thethe Nasdaq Stock Market and Nasdaq Dubai.Dubai, as described above. As Nasdaq’s CEO, Ms. Friedman is deemed not to be independent because she is Nasdaq’s President and CEO.independent.

None of the director nomineescurrent or newly nominated directors are party to any arrangement with any person or entity other than the Company relating to compensation or other payments in connection with the director’s or nominee’s candidacy or service as a director, other than arrangements that existed prior to the director’s or nominee’s candidacy.

The Board believes that a key element to effective, independent oversight is that the independent directors meet in Executive Session on a regular basisregularly without Company management present. As such, at each Board meeting, independent directors have the opportunity to meet in Executive Session. The independent ChairmanLead Independent Director of the Board is responsible for chairing the Executive Sessions of the Board and reporting to the PresidentChair and CEO and Corporate Secretary on any actions taken during Executive Sessions. In 2021,2023, the Board met teneight times in Executive Session. Additionally, the Board and each Committee hashave the authority and budget to retain independent advisors, if needed.

Committee Independence and Expertise

All Board Committees, except for the Finance Committee, are comprised exclusively of independent directors, as required by the listing rules of The Nasdaq Stock Market. At each Committee meeting, members of each Board Committee have the opportunity to meet in Executive Session.

Each member of the Audit & Risk Committee is independent as defined in Exchange Act Rule 10A-3, adopted pursuant to the Sarbanes-Oxley Act of 2002, and in the listing rules of The Nasdaq Stock Market. Two members of the Audit & Risk Committee are “audit committee financial experts” within the meaning of SEC regulations and also meet the “financial sophistication” standard of The Nasdaq Stock Market.

47

2024 | Nasdaq Proxy Statement | GOVERNANCE

Board Diversity

The Board values diversity in evaluating new candidates and seeks to incorporate a wide range of attributes across the Board of Directors and on each of our Committees.

The following matrix is provided in accordance with applicable Nasdaq listing requirements and includes all directors as of April 26, 2024. For our prior year’s matrix, please see our 2023 Proxy Statement.

Board Diversity Matrix (As of April 26, 2024)

Total Number of Directors

  12
    Female      Male      Non-Binary      Did not
Disclose
Gender

Part I: Gender Identity

                                

Directors

   4         8         -         -  

Part II: Demographic Background

                                

African American or Black

   1         1         -         -  

Alaskan Native or Native American

   -         -         -         -  

Asian

   -         1         -         -  

Hispanic or Latinx

   -         -         -         -  

Native Hawaiian or Pacific Islander

   -         -         -         -  

White

   3         6         -         -  

Two or More Races or Ethnicities

   -         -         -         -  

LGBTQ+

   -         -         -         -  

Did Not Disclose Demographic Background

   -         -         -         -  

Service on Other Public Company Boards

The Board recognizes that service on other public company boards provides Nasdaq directors with valuable experience that benefits the Company. At the same time, Nasdaq directors must be willing to devote sufficient time to carry out their duties and responsibilities effectively. As set forth in our Corporate Governance Guidelines, which are reviewed annually by the Nominating & ESG Committee and the Board, Nasdaq directors may serve on no more than four public company boards in addition to their Nasdaq Board service without specific approval from the Audit & Risk Committee and the Nominating & ESG Committee. The Nominating & ESG Committee evaluates compliance with this policy at least annually as part of the director nomination process.

Service on other boards and/or committees of other organizations also should be consistent with Nasdaq’s conflict of interest policies. Directors may not serve on specific public company boards if prohibited by the Code of Conduct for the Board of Directors.

Strategic Oversight

The Board takes an active role with management to formulate and review our long-term corporate strategy and capital allocation plan for long-term value creation.

The Board and management routinely confer on our execution of our long-term strategic plans, the status of key strategic initiatives, and the principal strategic opportunities and risks facing us. In addition, the Board periodically devotes meetings to conduct an in-depth long-term strategic review with our senior

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2024 | Nasdaq Proxy Statement | GOVERNANCE

management team. During these reviews, the Board and management discuss emerging technological and macroeconomic trends and short and long-term plans and priorities for each of our business units.divisions.

Additionally, the Board annually discusses and approves our budget and capital allocation plan, which are linked to our long-term strategic plans and priorities. Through these processes, the Board brings its collective, independent judgment to bear on the most critical long-term strategic issues facing Nasdaq.

In 2021,2023, the Board received updates on Nasdaq’s corporate strategy at least quarterly, and often more frequently. The Board also held a multi-day strategy session during which it considered the next steps in our strategic pivot, reviewed plans for the Adenza integration, and discussed our strategic ambitionsthe competitive landscape, Nasdaq’s artificial intelligence and evaluated certainculture strategies, and the near-term strategic focus areas. The Board also reviewed and approved our acquisitions and divestitures in 2021, including Verafin and the sale of the U.S. portion of our Nasdaq Fixed Income business. priorities for each business division.

For further information on our corporate strategy, see “Item 1. Business—Growth Strategy” in our Form 10-K.

ESG

   Beyond the Boardroom

To increase each director’s engagement and full understanding of our strategy, each new director participates in an extensive onboarding program, which includes meeting with members of our executive leadership team to gain a deeper understanding of Nasdaq’s business and operations. Quarterly sessions are also provided to Board members on emerging topics and product demonstrations that help them be a strategic asset in the boardroom. See “Director Orientation and Continuing Education” for more information. Additionally, each director has the opportunity through our Investor Day presentations and other important stakeholder engagements to understand and assess how we communicate our strategy.

Sustainability Oversight

Our Board is committed to overseeing Nasdaq’s integration of ESGsustainability principles and practices throughout the entire enterprise. Forty percent of our Board members have experience with environmental and social matters (including human capital management), which strengthens our Board’s review and oversight of our sustainability initiatives. The Nominating & ESG Committee has formal responsibility and oversight for ESG policies and programs and receives regular reporting on related key matters.

Our internal Corporate ESG Steering Committee is co-chaired by executive leaders and is comprised of geographically diverse representatives from multiple business units.a cross-functional group of Nasdaq senior executives. The Corporate ESG Steering Committee serves as the central oversightcoordinating body for our environmental and socialESG strategy, and regularly reports that strategy to the Nominating & ESG Committee.

The Corporate ESG Strategy and Reporting Team,team, which ultimately reports to the CFO, is responsible for execution of theour sustainability strategy,strategy; communicating our performance, metrics, and ambitions through our annual Corporate Sustainability Report, TCFD Report, and related ESG filings and surveys,disclosures; and collaborating with various stakeholders across the organization to ensure a timely and accurate data gathering process.

Cybersecurity and Information Security Oversight

Cybersecurity is an integral part of risk management at Nasdaq. The Board recognizes the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effect any such incidents may have on us. We use a cross-departmental approach to assess and manage cybersecurity risk, with our Information Security, Legal, Risk and Regulatory, and Internal Audit functions presenting on key topics to the Audit & Risk Committee, which provides oversight of our cybersecurity risks. Our Global Risk Management Committee, which includes our Chair and CEO and other senior executives, assists the Audit & Risk Committee in its cybersecurity risk oversight role.

Our Audit & Risk Committee receives quarterly or, if needed, more frequent reports as well as additional reports as needed, on cybersecurity and information security matters from our Chief Information Security Officer. A Cybersecurity Dashboard is presented each quarter which contains information on cybersecurity controls; incidentsOfficer and threats to the Company’s information security; and ongoing prevention and mitigation efforts for such threats.

We routinely perform simulations and tabletop exercises, and incorporate external resources as needed, to help strengthen our cybersecurity protection and information security procedures and safeguards. All employees are required to complete an annual cybersecurity awareness training.

On an annual basis, the Information Security team reviews and updates its governance documents, including the Information Security Charter, the Information Security Policy and the Information Security Program Plan, and then presents the revised documentshis team. This regular reporting to the Audit & Risk Committee for review and/includes a cybersecurity dashboard that contains information on cybersecurity controls and from time to time also includes information on projects to strengthen internal cybersecurity, ongoing prevention and mitigation efforts, security features of the products and services we provide our customers, or approval. Additionally,security events during 2021, the Information Security team continued to execute onperiod. The Audit & Risk Committee also reviews and discusses recent cyber incidents affecting our industry and the Cybersecurity Strategic Plan, which outlines the strategic vision and associated goals for the cybersecurity of Nasdaq’s global operations for the three-year period from 2020 through the end of 2022.emerging threat landscape.

Finally, the Information Security team engaged Ernst & Young LLP in 2020We periodically engage external advisors to perform an analysis of Nasdaq’sour information security procedures. During 2022, Ernst & Young LLP will againprocedures, which includes a review of program documentation and conduct an overall maturity assessment of Nasdaq’s information security programs, and theprograms. These advisors provide recommendations to further enhance our procedures. The findings will beare then presented to the Audit & Risk Committee.Committee of the Board of Directors. Our management team and the Audit & Risk Committee have conducted tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts.

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2024 | Nasdaq Proxy Statement | GOVERNANCE

For further information regarding our cybersecurity risk management strategy and governance practices, please see “Item 1.C - Cybersecurity” in our Form 10-K.

Data Privacy

PrivacyData privacy is integralvital to our business and Nasdaq iswe are committed to the protection of the personal data which it processesthat we process as part of itsour business and on behalf of our customers. We understand the trust our customers, employees, and members of the public place in us when they share their personal information and to that end, we have established a robust global privacy program with oversight by executive management, an independent Data Protection Officer for our European regulated entities, and at the Board level, our Audit & Risk Committee. Our governance and accountability measures promote core principles of data privacy, while the collaborative effort between our Information Security Team and Legal, Risk and Regulatory Group enables us to meet our regulatory requirements and demonstrate compliance.

Risk Oversight

The Board’s role in risk oversight is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure, and the Board having ultimate responsibility for overseeing risk management with a focus on the most significant risks facing the Company. The Board is assisted in meeting this responsibility by several Board Committees as described under “Our Board — Board Committees.” The Audit & Risk Committee receives regular reports relating to operational compliance with the Company’s risk appetite and reviews any deviations, ultimately reporting on them to the Board.deviations.

The Board, through the Audit & Risk Committee, approves the Company’s risk appetite, which is the boundaries within which our management operates while achieving corporate objectives. In addition, the Board reviews and approves the Company’s ERM Policy, which mandates ERM requirements and defines employees’ risk management roles and responsibilities.

Under ourthe ERM Policy, we employ an ERM approach that manages risk through objective and consistent identification, assessment, monitoring, and measurement of significant risks across the Company. We classify risks into the following five broad categories.

 

·• Strategic and Business Risk: Risk to earnings and capital arising from changes in the business environment and from adverse business decisions, improper implementation of decisions, or lack of responsiveness to changes in the business environment.

 

·• Financial Risk:Risk to our financial position or ability to operate due to investment decisions and financial risk management practices, in particular as it relates to market, credit, capital, and liquidity risks.

 

·• Operational Risk:Risks arising from our people, processes, and systems and from external causes, including, among other things, risks related to transaction errors, financial misstatements, technology, information security (including cybersecurity), engagement of third parties, and maintaining business continuity.

 

·• Legal and Regulatory Risk:Exposure Risks related to data privacy, intellectual property, financial crime, and employment law, among other areas, as well as risks of exposure to civil and criminal consequences — includingwhile conducting our business operations, such as regulatory penalties, fines, forfeiture, and litigation — while conducting our business operations.and/or litigation.

 

·• ESG Risk:Risks arising from perceived or actual shortcomings in the management of ESGsustainability matters.

Our management has day-to-day responsibility for:for managing risk arising from our activities, including making decisions within stated Board-delegated authority; ensuring employees understand their responsibilities for managing risk through a “three lines model of risk management” model;management;” and establishing internal controls as well as guidance and standards to implement the risk management policy.ERM Policy. In the “three lines model of risk management” model,management,” the first line, consisting of the business units and expert teams (i.e., corporate

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2024 | Nasdaq Proxy Statement | GOVERNANCE

support units), executes core processes and controls. The second line, consisting of the risk, control, and oversight teams, sets policies and establishes frameworks to manage risks. The third line, which is the Internal Audit Department, provides an independent review of the first and second lines.

Our Global Risk Management Committee, which includes our PresidentChair and CEO and other senior executives, assists the Board in its risk oversight role, ensuring that the ERM framework is appropriate and functioning as intended and the level of risk assumed by the Company is consistent with Nasdaq’s strategy and risk appetite.

We also have other limited-scope risk management risk committees that address specific risks, geographic areas, and/or subsidiaries. These risk management committees, which include representatives from business unitsdivisions and expert teams, monitor current and emerging risks within their purview to ensure an appropriate level of risk. Together, the various risk management risk committees facilitate timely escalation of issues to the Global Risk Management Committee, which escalates critical issues to the Board. These risk management committees include the following:following.

 

·• 

The Compliance Council identifies, monitors, and addresses regulatory and corporate compliance risks.

 

·• 

The Global Technology Risk Committee oversees technology risks within our strategic products and applications.

 

·• 

The Business Continuity and& Crisis Management Committee oversees business continuity and resiliency related risks.

 

·• 

The Regulatory Capital Committee oversees the global regulatory capital framework for our regulated entities and the level of regulatory capital risk.

•

The Supplier Risk Management Committee oversees third party risks related to suppliers.

Nasdaq’s Group Risk Management Department, which is part of the Legal, Risk and Regulatory Group, oversees the ERM framework, supports its implementation, and aggregates and reports risk information.

 

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2024 | Nasdaq Proxy Statement | GOVERNANCE

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Human Capital Management Oversight and Executive Succession Planning

Our Board believes that human capital management oversight and executive succession planning are some ofamong its most critical duties. The Board regularly receives updates on Nasdaq’s culture and people-related initiatives. In 2021,2023, topics discussed included: our Diversity, Equity and Culture initiatives;an organizational health dashboard; our employee engagement survey results; Nasdaq’s return-to-officeour DEI initiatives; our talent development and well-being programs; our return-to-office and future-of-work initiatives; employee retention efforts in lightand culture implications of the tight labor market; and Nasdaq’s employer brand messaging and employee value proposition.Adenza acquisition.

Both formally on an annual basis and informally throughout the year in Executive Session, the Nominating & ESG Committee, the Management Compensation Committee, the Board, and the PresidentChair and CEO review the succession planning and leadership development program. This includes a short-term and long-term succession plan for development, retentiondeveloping, retaining, and replacement ofreplacing senior officers. These reviews and succession planning discussions take into account desired leadership skills, key capabilities, and experience in light of our current and evolving business and strategic direction. Our directors also have exposure to potential internal succession candidates through Board and Committee presentations and discussions, as well as informal events and interactions throughout the year.

In conjunction with the annual report of the succession plan, the President and CEO also reports on Nasdaq’s program for senior management leadership development.

In addition, the PresidentChair and CEO prepares, and the Board reviews, a short-term succession plan that delineates a temporary delegation of authority to certain officers of the Company, if some or all of the senior officers should unexpectedly become unable to perform their duties. The Board also has implemented its own short-term succession plan in the event any of the Directors becamedirectors become temporarily incapacitated or unable to act.

Finally, following our annual executive succession planning exercise with our Board, we achievedwitnessed a 32% year-over-year3% increase in 2023, as compared to 2022, in the diversity of our senior executive succession candidates (considering gender, race, and LGBTQ+ status) in 2021 due to a focus by our senior executives on identifying and cultivating talent deeper in their organizations.

Board Meetings and Attendance

The Board held 11 meetings during the 20212023 fiscal year, and the Board met in Executive Session without management present during 10eight of those meetings. At each Board or Committee meeting, a quorum consists of a majority of the Board or Committee members. The Board expects its members willto meticulously prepare for, join, and participate in all Board and applicable committeeCommittee meetings and each Annual Meeting.

Each of the incumbent directors who served for the full year of 20212023 attended at least 92%88% of the meetings of the Board and those Committees on which the director served.

Ms. Townes-Whitley joined the Board effective September 29, 2021. Following that date, she attended two of three meetings of the Audit & Risk Committee and three of four meetings of the Board, resulting in 71% attendance. Her absences from these meetings were due solely to the illness and sudden death of a close family member.

In addition to participation at Board and committeeCommittee meetings, our directors frequently have frequent individual meetings and other communications with our Chairman, ourChair and CEO, Lead Independent Director, and other members of the leadership team.

Directors are also encouraged to attend our annual meetingAnnual Meeting of shareholders.Shareholders. All of the current members of the Board who were directors at the time of the Annual Meeting held on June 15, 202121, 2023 attended the Annual Meeting.

Shareholder Rights

Nasdaq does not have a classified Board. All directors are elected annually. We also have a majority vote standard for uncontested director elections.

We implementedOur proxy access by amending our By-Laws to allowright allows a shareholder, or group of shareholders, that owns at least 3% of our outstanding common stock for three years and complies with certain customary requirements, to nominate candidates for service on the Board and have those candidates included in Nasdaq’s proxy materials. Candidates nominated pursuant to this provision may constitute up to the greater of two individuals or 25% of the total number of directors then in office for a particular annual meetingAnnual Meeting of shareholders.Shareholders.

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2024 | Nasdaq Proxy Statement | GOVERNANCE

Shareholders representing 15% or more of outstanding shares for one year can convene a special meeting of Nasdaq’s shareholders.

For more on our proactive outreach efforts with our shareholders, see “Shareholder Engagement” on page 8.Engagement.”

Public Policy Advocacy for Investors, Capital Formation and Inclusive Capitalism

As part of our duty to shareholders, employees, and the markets, Nasdaq actively participates in public policy debates in Europe, the United States, Europe, and elsewhere. Nasdaq maintains a vigorous global employee education program with respect to the Foreign Corrupt Practices Act and other jurisdictional prohibitions on pay-for-play. Nasdaq does not support any political campaigns, or so-called “Super PACs,” directly with Nasdaq funds.

In the United States, Nasdaq has the responsibility to use its voice to educate policymakers and advocate forregulators. Nasdaq’s advocacy focuses on policies affecting the capital markets. Nasdaq concentrates its efforts on education and outreach and utilizes a modest Political Action Committee, or PAC, program, known as the Nasdaq PAC. The Nasdaq PAC is funded entirely through voluntary employee contributions and supports only federal Congressional campaigns. Nasdaq’s PAC is governed by a board of employees who vote on every disbursement.

With respect to our European operations, we focus our advocacy programs on active education and engagement with elected leaders and key policymakers. Our policies in Europe follow prevailing jurisdictional law and preclude any monetary contributions to political parties, candidates, or their designees.

Nasdaq maintains memberships in a number ofmultiple associations around the globe that serve as important partners for our industry, clients, and employees including the World Federation of Exchanges, Federation of European StockSecurities Exchanges, U.S. Securities Markets Coalition, Equity Markets Association, Partnership for New York City, Business RoundTable, Silicon Valley Leadership Group,Roundtable, European Association of Clearing Houses, U.S. Chamber of Commerce, TechNet, and others.

The actions described above constitute a long-standing practice and risk mitigation policy.

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, 805 King Farm Boulevard, Rockville, Maryland 20850.

Complaints or Ethical Concerns?

We have also established mechanisms for receiving, retaining, and addressing ethics and compliance concerns or allegations of misconduct through our SpeakUp! Program. Employees, contractors, and third parties doing business with Nasdaq have multiple channels for raising ethics concerns in a highly confidential and/or anonymous manner. Nasdaq does not tolerate retaliation against anyone who reports potential misconduct regardless of the reporting channel used.

For more on our Code of Ethics, see page 62 or visit ir.nasdaq.com.

 

 

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Communicating with the Board

Shareholders and other interested parties may contact the Board, the Chairman or other individual Directors by writing us at AskBoard@nasdaq.com or c/o Erika Moore, VP, Deputy General Counsel and Corporate Secretary, 805 King Farm Boulevard, Rockville, Maryland 20850.

Complaints or Ethical Concerns?

We have also established mechanisms for receiving, retaining, and addressing ethics and compliance concerns or allegations of misconduct through our SpeakUp! Program. Employees, contractors and third parties doing business with Nasdaq have multiple channels for raising ethics concerns in a highly confidential and/or anonymous manner. Nasdaq does not tolerate retaliation against anyone who reports potential misconduct regardless of the reporting channel used.

For more on our Code of Ethics, see page 57 or visit ir.nasdaq.com.

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Corporate

Sustainability

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2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

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At Nasdaq, our purpose is to advance economic progress for all. We strive not only to become the trusted fabric of the world’s financial system, but also to power stronger economies, create more equitable opportunities, build a more inclusive capital markets ecosystem, and contribute to a more sustainable world. Our ESG Strategy

Atcommitment to leadership in sustainability principles and practices is integrated across our operations, enhancing our competitiveness, resilience, and relationships with our stakeholders. As a financial technology company at the epicenter of capital markets and technology, we are uniquely positioned to lead the acceleration of ESG excellence in sustainability both in respect of how we operate internally and by empowering our communitiesclients with strategic solutions intended to have a meaningful and sustainable impact.

Our corporate sustainability strategy is designed to solidify our business resilience. We are committed to advancing meaningful sustainability efforts to reverse the negative effects of climate change by minimizing our environmental footprint and delivering market-based innovations that have measurablesupport a net-zero future. We also intend to deepen our culture of diversity, equity, and lasting impact.inclusion as we solidify our position as a destination for the world’s leading talent, and to continue to lead with robust governance policies.

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Environmental Initiatives

Nasdaq is committed to environmentally friendly business practices and will continue to pursue activities that underscore our commitment to the key environmental initiatives described below.

Optimizing Our Real EstateFootprint

To ensure the sustainability of our real estate portfolio, we aspire to increase the number of green certifications for our office space design, construction, and Facilities Footprint, Improvingoperations. In 2023, we achieved three additional LEED Gold certifications, which increased our certifications to 16 and increased the Accessibilitypercentage of our portfolio that is green certified to 59%.

Our OfficesEnvironmental Practices Statement and Environmental Management System Policy emphasize our commitment to act as a responsible corporate citizen, endeavoring to lessen our environmental impact and make our operations environmentally efficient.

We are continuing to utilize our Environmental Management System for our real estate and data center portfolios to ensure that environmental opportunities and risks are considered as we make strategic decisions.

We also completed our third TCFD report on our global office and data center locations. The report outlines our climate-related risks and opportunities, the Preservationassociated impact on our business, our management strategy to address these risks, and related metrics and targets to further address climate risks.

Reducing Our Environmental Impact

Our climate strategy is guided by our two environmental programs: our carbon net-zero program and our carbon neutrality program. Our carbon net-zero program is driven by initiatives to reduce our GHG emissions across Nasdaq’s business operations and supply chain, while the focus of Natural Resourcesour carbon neutrality program is on procuring 100% renewable electricity and high-quality carbon offsets. In 2023, we continued our carbon neutrality program for the sixth consecutive year, and expect to retire our remaining carbon offsets for 2023 by the third quarter of 2024. We plan to expand our carbon neutrality program to include Adenza as we continue our integration efforts.

Nasdaq’s near- and long-term science-based emissions reduction targets were approved by the Science Based Targets initiative, or SBTi. The SBTi has verified our long-term, 2050 net-zero science-based target. We have committed to achieving the validated targets described on the next page.

·We aspire to achieve a Green Certification for all new office construction. Our new Nasdaq headquarters in New York City achieved a Green Building LEED Platinum Certification in 2021 and we are working to add eight new LEED certified locations to our office portfolio in 2022.

·In 2021, we continued our net carbon neutral program for the fourth consecutive year. The key focuses of the program are to:

¾reduce the energy consumption, corresponding greenhouse gas emissions and waste generation of our global operations through thoughtful sustainable initiatives and strategies.

¾proactively procure renewable energy for our office space and data center portfolio.

¾purchase Renewable Energy Certificates from projects that are less than five years old and feed power into the same energy distribution network as our operations to replace any fossil fuel electricity power consumed (indirectly removing the release of Greenhouse gases from the atmosphere).

¾purchase credible Carbon Offsets from projects that focus entirely on carbon removal to neutralize the associated greenhouse gas emissions related to our Scope 1 and Scope 3 categories (indirectly removing the release of Greenhouse gases from the atmosphere).

¾engage a third party to verify and certify our carbon footprint data for accuracy and industry best practices.

·We signed the Science Based Targets initiative commitment letter in 2021 and this year we will submit our net zero short-term and long-term targets for our Scope 1, Scope 2 and material Scope 3 emission categories.

 

 

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2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

·In 2021, we audited and benchmarked our recycling programs in all global offices and implemented a strategy to raise our minimum standard.

·When possible, our offices are located near public transportation or electric car charging stations.

·In many locations, we have a longstanding practice of offering employees pre-tax public transportation passes, allowances or subsidies.

·Our Environmental Practices Statement and Environmental Management System Policy emphasize our commitment to act as a responsible corporate citizen, endeavoring to lessen our environmental impact and make our operations environmentally efficient.

·In 2022, we are developing our Environmental Management System for our real estate and data center portfolios that is based upon the ISO 14001 structure.

·We completed our first Task Force on Climate Related Financial Disclosures report on our key 15 office locations. In 2022, we will expand this report to cover the entire global office portfolio and outline:

¾our climate related risks and opportunities,

¾associated impact on our business,

¾our management strategy to address these risks, and

¾related metrics and targets to further address climate risks.

Empowering and Educating Our Employees

 

·One of our employee networks, the Global Green Team, brings together Nasdaq employees who are passionate and knowledgeable about the environment and who want to drive change and sustainable initiatives in their office and community.

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·Through online educational webinars, coffee breaks, newsletters and employee engagements, we offer employee awareness trainings on environmental topics, such as supply chain, consumption, waste reduction/recycling, travel and how individuals can impact their communities.

·Nasdaq is proactively addressing its business behaviors to focus on sustainability and employee wellness through the creation of a knowledge-based series of “The Global Green Team recommends” articles and documents.

Decarbonizing Our Supply Chain

In 2023, we expanded our engagement with our top spend vendors, requesting that they share their GHG emissions and emissions reduction strategy. In 2023, we further engaged our suppliers by encouraging them to commit to their own science-based targets.

To the extent practical and feasible, we expect suppliers to provide us with information to support our reporting and transparency commitments related to sustainability and environmental impacts.

Empowering Our Employees

Nasdaq is proactively addressing its business behaviors to focus on sustainability and employee awareness. We offer a variety of employee awareness training on environmental topics, such as supply chain, consumption, waste reduction/recycling, travel, and how individuals can positively impact their communities.

Our Global Green Team brings together Nasdaq employees who are passionate about the environment, publishes internal knowledge-based resources, and works to drive sustainable initiatives through our local offices and communities.

Empowering Our Clients

We support clients and listed companies through a robust portfolio of services and solutions that help them implement their own ESG strategies and communicate critical sustainability milestones to their key stakeholders.

 

·In 2021, we adopted a new Supplier Code of Ethics. Among other things, in 2022 we will request key vendors and suppliers to join us in reporting environmental data through CDP.

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·We encourage suppliers to adopt sustainability and environmental practices in line with our published Environmental Practices Statement and our Supplier Code of Ethics.

·To the extent practical and feasible, we expect suppliers to provide us with information to support our reporting and transparency commitments related to sustainability and environmental impacts.

Producing ESG-Focused Products for Clients and Listed Companies2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

·We manage a number of indexes that integrate ESG criteria into the index methodology. We achieve this in a variety of ways, with some indexes designed purely as ESG and others designed with ESG criteria as an overlay to a broader investment thesis. The index with the largest tracking fund is the ISE Cyber Security UCITS Index. In 2021, we created ESG versions of two of our flagship indexes and now offer the Nasdaq 100 ESG Index and the Nasdaq Next Generation 100 ESG Index. Additionally, our other indexes include the Nasdaq Clean Edge suite and the Nasdaq Future Global Sustainability Leaders Index.

 

·In addition, through our IR & ESG business, Nasdaq offers technology, expertise, and insights to help companies navigate the complexities of ESG as a measurement of performance and brand-building opportunity. Our products and services can help our clients analyze, assess and establish ESG programs through all stages of their ESG journey, while also helping to manage the various annual ESG disclosures and reporting obligations and improve governance practices.

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·Our Data offerings provide investors with performance data on asset managers based on ESG factors and provide information on sustainable bonds for investment due diligence, selection and monitoring.

·In 2021, we acquired a majority stake in Puro.earth, a leading marketplace that offers industrial carbon removal instruments that are verifiable and tradable through an open, online platform.

Serving as an ESGa Thought Leader

Nasdaq actively seeks to be a thought leader for the Capital Marketscapital markets, investors, our listed company clients, and the Publicpublic. The Nasdaq Sustainable Bond Network connects issuers of sustainable bonds with investors, providing access to detailed information and data to help investors make informed investment decisions on sustainable bonds.

·The Nasdaq ESG Reporting Guide (now in its second edition) serves as a baseline template for Nasdaq listed companies and reinforces the business case for voluntary disclosure. We voluntarily report manyThrough our Green Voices of Nasdaq campaign, investors and issuers discuss methods of the metrics outlined in the ESG Guide.

·Through our Green Voices of Nasdaq campaign, investors and issuers talk about leveraging the green bond market to support sustainable development. In 2023, Nasdaq hosted our inaugural NY Climate Week Conference as part of Climate Week NYC. The event convened business leaders and investors to discuss trends and share insights into how to work together to achieve ESG and climate goals that affect the transition to a low-carbon economy.

Nasdaq also has been at the forefront of numerous sustainability-related projects, working groups, and industry initiatives over the last ten years, including currently serving as a member of the UN Sustainable Stock Exchanges Advisory Group on Carbon Markets, the Taskforce on Nature-related Financial Disclosures Forum, and the Advisory Group of the Bloomberg Gender Equality Index.

Human Capital Management

We have continued strengthening our commitment to, support sustainable development.

·Nasdaq has also been at the forefront of numerous ESG-related projects, working groups and industry initiatives over the last ten years, including:

¾the UN Sustainable Stock Exchanges Initiative (founding member);

¾the WFE Sustainability Working Group (founder, chair twice);

¾the UN Global Compact (former U.S. Network Board Member);

¾the Global Sustainability Standards Board (current member);

¾the SASB Advisory Board (former member);

¾the Bloomberg Gender Equality Index (Advisory Group); and

¾the Impact2030 Metrics Council (chair).

Talent and Culture

Nasdaq’s commitment to—and investment in—in, attracting, retaining, developing, and motivating itsour employees strengthened throughout 2021.

during 2023. We believe that we compete for talent from a position of strength, which isremain steadfast in bolstering our people-centric culture, based on our core values: Act as an Owner, Play as a Team, Fuel Client Success, Lead with Integrity, Expand Your Expertise, and Drive Innovation. These cultural values energize and align employees around our most important priorities, and encourage and reward high levels of performance, innovation and growth.

Nasdaq also continuedefforts to focus on creatingcreate a diverse and inclusive work environment of equal opportunity, where employees feel respected and valued for their contributions, and where Nasdaq and itsour employees have opportunities to make positive contributions to our local communitiescommunities.

Talent Development

In 2023, we continued our efforts to attract and retain top talent. Nasdaq seeks to social justice initiatives.

Our engagement scoreshire world-class and innovative talent across the challenging year affirmedglobe. Our Talent Attraction Team focused on strategic marketing and branding to us that our employees enjoyed their experience atposition Nasdaq and that Nasdaq remainedas a preferred work destination. Outleading employer of the 91% of our employees that participatedchoice for talent in our most recent 2021 engagement survey:

    
87%  85%  91%  87%
believe Nasdaq is advancing diversity, inclusion, and belonging  believe people from all backgrounds have equal opportunities to succeed at Nasdaq  are proud to work for Nasdaq  would recommend Nasdaq as a great place to work

Investing in Our People

Throughout 2021, we continuedindustry, helping to increase our effortspool of top candidates for open positions.

We ran targeted attraction campaigns in attractingour major markets using (with permission) local employee stories and retaining our employees. Givenphotos, and partnered with diverse talent organizations, such as the challenges posed by COVID-19 restrictions,National Society of Black Engineers, AfroTech, Sistas in Sales, Women in Tech, Information Technology Senior Management Forum, and the Society of Hispanic Professional Engineers, to help improve brand awareness of Nasdaq and attract a higher number of qualified diverse candidates for potential hiring as compared to 2022.

During 2023, we continued a series called the Manager Forum, facilitated by our virtual internship program for 157 summer internsChair and continued our virtual onboarding program to welcome over 1,000 new Nasdaq employees in a remote manner. We conducted annual performance management, succession planningCEO and advancement exercises to ensure we are aligning our employees with the right opportunities across the Company. Additionally, our peer-to-peer employee recognition program rewards employees,other senior and highlights awarded employees on our internal social media channels, further amplifying the recognition.

During 2021, we launched a year-long campaign called “Your Career Journey”mid-career leaders, to engage employees and managers in sustained professional development. leadership development, alongside our existing formal leadership development curriculum. Our artificial intelligence-driven career development platform, the CareerHub, matches employees, based on their career aspirations, to internal training, potential mentors, short-term projects, and full-time internal roles. This helped us increase our career satisfaction scores in our biannual employee engagement survey and supported employee retention.

2023

Engagement

Survey Results

92%

employee participation

87%

feel respected at Nasdaq

91%

are proud to work for Nasdaq

89%

would recommend Nasdaq

as a great place to work

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2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

We established a “core curriculum” to customize curatedhave invested in professional development opportunities for our employees, at each levelincluding offering access to a wide array of seniority, and we expanded our overall learning offerings to more than 18,000professional development programs, including both live and self-paced learning modules. We providedprograms; providing tuition assistance to employees enrolled in degree-granting academic programs, heldprograms; holding internal career fairs and career development programsprograms; connecting employees to help employees explore their options,our formal mentoring programs; and we provided providing one-on-one professional coaching opportunities. In addition, we launched a new self-service mentoring program that features the ability to search and request mentors based on a wide range

Culture of criteria to find the best fit, and lastly introduced the “Talent Marketplace,” which allows employees to create a skills profile and then leverage artificial intelligence to be matched to short-term development “gigs” as well as long-term internal job opportunities.Inclusion

We continued to conduct employee sentiment surveys frequently during 2021, maintaining high scores in engagement, leadership, management, and culture, compared to scores within the past three years. We attribute these results to the way we quickly and positively responded to COVID-19, taking prompt actions to prioritize our employees’ safety and well-being, as well as continuing to demonstrate inclusive leadership, integrity, and an overall positive culture.

Diversity, Equity, and Culture

In 2021, we renamed our Diversity, Inclusion, and Belonging (DIB) team as the Diversity, Equity, and Culture (DEC) team, a modification we felt allows us to drive resources, energy, and commitments to equity in the workplace and ensure that inclusion and belonging are key elements of Nasdaq’s culture for all our employees. Given this shift, we have also implemented performance-based metrics to measure our executives’ DEC goals as it relates to year-end incentive compensation.

Nasdaq’s diversity, equity and culture philosophy is based onAt Nasdaq, three pillars that guide our efforts.DEI efforts: Workforce, Workplace, and Marketplace. Our actions and initiatives under each of these pillars are described below.

Workforce,to ensure our employee population is representative of the communities in which we operate.

Building on our publication of our workforce composition in the previous year, Nasdaq has continued to disclose updated data, including the progress we have made in diversifying Nasdaq at every career level, from entry-level roles to senior executives and board members. We believe transparency around our workforce composition data is important in order to hold ourselves accountable for the progress that we seek. Statistics on the composition of our global workforce by gender, and the composition of our U.S. workforce by gender, race and ethnicity, are available on our corporate website, along with details about certain of our programs and practices to elevate workforce diversity and inclusion.

Nasdaq is committed to equitable pay for all people in our workforce. That commitment is embedded within our multifaceted compensation program. As part of that program:

 

·

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Workforce

Ensuring that our employee

population is representative

of the communities in which

we operate

 

Statistics on the composition of our global workforce by gender, and the composition of our U.S. workforce by gender, race, and ethnicity, are available on our corporate website, along with details about some of our programs and practices to elevate workforce diversity, equity, and inclusion. We will continue to publish our EEO-1 data and comprehensive diversity statistics in our annual Sustainability Report and make them available on our website.

Nasdaq is committed to equitable pay for all people in our workforce. That commitment is embedded within our multifaceted compensation program. As part of that program:

•We have systems in place to establish and review pay upon hire, promotion, and role changes within the Company.

 

·

•We have an annual process in place to run a regression analysis on gender (globally) and race/ethnicity (in the United States)U.S.), assessing employee base pay and total compensation (base + bonus + equity).

 

·

•When appropriate, we take action based on these systems and annual process.

We have enhanced our human capital analytics capability to continue to deliver on our commitment to the Parity Pledge, which seeks to achieve greater gender diversity in our executive ranks. As a signatory to the Parity Pledge, we fulfilled our commitment to interview female candidates for all externally advertised roles at the VP level and above.

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Workplace

Creating a positive, equitable

workplace experience for all

Nasdaq employees

Nasdaq sponsors 12 employee-led internal affinity networks open to all employees to help advance the professional development and support of our Black, Asian, Hispanic, LGBTQ+, female, disabled, veteran, and parent/caregiver employees and allies. Other networks represent the interests of employees around environmental sustainability as well as professional identities, such as administrative professionals and software engineers. Each employee network is sponsored by one or more senior executives at the SVP and/or EVP level. The networks provide formal and informal development programs and guidance for their members, benefiting our entire workforce through educational events, guest speakers, and volunteering opportunities. In 2023, we added a network for new Nasdaq employees to foster greater collaboration and assistance during the beginning of a new employee’s tenure at Nasdaq. For a complete list of our employee networks, see page 128.

In 2023, we expanded our internal training program by offering two new courses aimed at helping managers lead more inclusively, in addition to our two fundamental diversity training classes. In 2023, we graduated our first class of Accelerate(HER),

 

 

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We continued to strengthen our diversity recruiting efforts to help us attract talent using innovative new techniques and channels, enabling us to successfully launch partnerships with diverse talent organizations, such as the National Society of Black Engineers, the Society of Women Engineers, Women in Technology, Grace Hopper and the Society of Hispanic Professional Engineers, improving brand awareness of2024 | Nasdaq and helping us to attract more diverse candidates in our recruiting campaigns.Proxy Statement | CORPORATE SUSTAINABILITY

We continually monitor our diversity efforts, with each business unit tracking its own data via live dashboards. We have enhanced our human capital analytics capability so that we can continue to deliver on our commitment to the Parity Pledge, which seeks to achieve greater gender diversity in our executive ranks. As a signatory to the Parity Pledge, we fulfilled our commitment to interview female candidates for all externally advertised roles at the VP level and above. We also have established a dedicated diversity recruitment function to accelerate our ability to attract diverse talent. These recruitment marketing campaigns helped drive an increase in our female, Black and Hispanic hiring.

Workplace,to ensure a positive workplace experience for all employees of Nasdaq.

More than 1,900 employees (approximately 39% of our global workforce) are members of one or more of our 11 employee-led internal affinity networks. Some groups advance the professional development and support of our Black, Asian American, Hispanic, LGBTQ+, female, disabled, veteran, and parent/caregiver employees, while other networks represent interests of employees around environmental sustainability as well as professional identities, such as administrative professionals and software engineers. Each employee network is sponsored by one or more senior executives at the SVP and/or EVP level. The networks provide both formal and informal development programs and guidance for their members, and benefit our entire workforce through educational events, guest speakers and volunteering opportunities. For a complete list of our employee networks, see page 123.

During 2021, more than 80% of our global managers, and 100% of our executive team, participated in a “conscious inclusion” leadership development program that offered training and increased awareness on inclusion issues. We also added customized developmental programs for underrepresented talent, including executive mentoring and accelerated leadership development programs.

In 2021, we launched a high-potential leadership program for our Black employees to hone their skills and increase advancement opportunities; 50% of program participants were promoted during 2021, while 100% of the participants remain with Nasdaq.

Marketplace,to positively influence our peers in the capital market space and to invest in the local communities in which we operate.

Nasdaq accelerated efforts to raise awareness and generate action on diversity and inclusion in our external marketplace in 2021.

 

·
which is our high-potential leadership program for our female employees to enhance their skills. Beginning in 2024, the Accelerate program is open to all employees. Additionally, in 2023 we expanded our leadership development program aimed to help foster community and the development of fundamental leadership skills for employees.

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Marketplace

Influencing our peers in the

capital market ecosystem

and investing in our local

communities

 We attended several professional conferences

During 2023, we built on our momentum from 2022 and career fairsfurthered our efforts to expand our diverse recruiting outreach, including the Onyx Technation Black Professionals in Tech Career Fair, the Society of Women Engineers conference and the SHPE (Society of Hispanic Professional Engineers) National Convention.

·Although the ongoing pandemic limited our in-person events, we held several virtual conferences, open to our listed company clients and the public, during 2021 highlightingincrease diversity and inclusion including a program hosted by GLOBE with the founder of a venture capital firm dedicated to minimizing funding disparities in technology by investing in high-potential founders who are people of color, women, and/ or LGBTQ+; a women’s leadership forum on equality during COVID-19; a forum hosted by Nasdaq’s Asian Professional employee network; the annual LGBTQ+ leadership conference hosted by the OPEN employee network; and a conference on expanding access to capital in the Latinx community, hosted by ¡Adelante Nasdaq!.external marketplace and expanded our efforts to attract diverse new talent to Nasdaq’s workforce.

In 2023, Nasdaq was honored with multiple awards, affirming our commitment to excellence and inclusion in human capital management. Nasdaq was named to the Seramount 100 Best Companies, the 2023 Seramount Inclusion Index, and the ParityLIST Best Companies for both Women and People of Color to Advance.

Our dedication to fostering diversity extends globally, as Nasdaq was included in the 2023 Seramount Alliance for Global Inclusion and was named to the 2023 Seramount Global Inclusion Index. We received acknowledgement from the Human Rights Campaign for the fifth consecutive year, underscoring our commitment to LGBTQ+ employees.

·We continued our series, Amplifying Black Voices, which we initiated in 2020. In 2021, the program was a multimedia retrospective featuring works of art and photography documenting Black culture and life. These works were displayed on the Nasdaq MarketSite tower in Times Square throughout the year, enabling the entire community to view and celebrate the exhibits.

Health, Safety, and Well-Being

As the COVID-19 pandemic continued, we remained focused onWe are committed to ensuring the safety and well-being of our employees and stakeholders, whileand complying with local government regulations in each of the areas in which we operate around the world. During 2021, the vast majority of our employees continued to work from home, and for employees conducting critical on-site work and for those who wished to return to the office, we implemented additional safety measures and precautions.

To ensure teams were effectively equipped to operate during these unprecedented times, managers participated in additional training programs to help them lead their teams through the evolving concerns and challenges of COVID-19.

As the effects of the pandemic become more tempered in 2022, we reopened our global offices and are transitioning to aoperate. Our NasdaqBlend hybrid work environment. In orderprogram allows employees flexible scheduling combined with in-person collaboration to do so safelyfoster greater levels of connectivity and efficiently, we implemented COVID-related testing protocols and made appropriate modificationsan improved sense of community across Nasdaq. We offer a suite of benefits to our workspaces.

Our continued commitment to creating a connected, inclusive, engaged, and productive culture has become the centerpiece of our return to office plans—and communication has been a key pillar to our rollout. We created an internal “return to office” hub on our intranet to facilitate the dissemination of critical information tosupport our employees, including with respectcaregiver support, back-up childcare, preventative care programs, and “flex days” (extra time off in addition to travel and hosting events with clients. Employees receive updates on returnvacation) to office plans, local protocols and recommended guidance via regular Town Hall meetings, weekly newsletters, and training.

We continue to build on the additional benefits first introduced at the onset of COVID-19 and have added more programs in an effort to helpallow our employees balance their work and personal commitments. Benefits added during the pandemic include:to focus on mental well-being.

Community Impact

·“flex days” for time away from the office without requiring the usage of vacation or personal leave;

·new family care resources and benefits, including back-up childcare, caregiver support, and subsidized distance-learning enrichment programs;

·free home workout programs through a variety of wellness and fitness providers; and

·programs to help employees coordinate care for chronically ill family members and to support employees whose family experienced the death of a loved one.

We are committed to the continued investmentEmpowering communities worldwide is embedded in our people’s health, safety,culture and well-being as we redefine the future of work in a post-pandemic world.

Operating with Integrity

Ethics Program

Oursolidifies our unwavering commitment to integrity remains atadvancing economic progress for all. In 2023, through strategic initiatives and thoughtful partnerships, we accelerated our efforts globally and strengthened our philanthropic footprint, as outlined in our 2023Impact Snapshot. Our philanthropic efforts are generally organized within three pillars: the center of all we do. The Nasdaq GlobalFoundation, the Nasdaq Entrepreneurial Center, and Employee Ethics Program provides values-based guidance, heightens compliance risk awareness, strengthens decision-making, and drives sound business performance through its five pillars:& Corporate Giving.

·Executive & Board Leadership: Our Executive Leadership Team maintains oversight of Nasdaq’s Global Employee Ethics Program through committees, including a Compliance Council co-chaired by the Chief Legal, Risk and Regulatory Officer. Further oversight is provided through the Group Risk Management Committee, which is responsible for overseeing risks across Nasdaq.

 

 

60

·Policies & Controls: Nasdaq’s Code of Ethics and related policies are applicable to all of our directors, employees (including the principal executive officer, the principal financial officer and the controller and principal accounting officer) and other associates. Our Code of Ethics and related policies outline requirements related to our ethical standards, conflicts of interest, employee trading activities, self-regulatory organization responsibilities, regulatory transparency, whistleblowing responsibilities and protections, antitrust laws, anti-bribery and corruption controls, and sanctions and trade control laws. As a condition of employment, our employees are required to annually certify compliance with our Code of Ethics and related policies, as well as attest to the accuracy of required ethics disclosures. We maintain procedures, systems, and controls to support compliance with core policy requirements and detect potential violations. Additionally, the Board is governed by a distinct Code of Conduct containing supplemental provisions applicable to directors. The Code of Ethics and the Code of Conduct for the Board are posted to our website.

·Risk Assessments: We undertake regular compliance testing and monitor for identified risk areas, conduct periodic audits and assessments, and respond to situations where potential non-compliance is detected or reported.

·Outreach & Training: We perform ongoing training and awareness activities to ensure these policies and requirements are well understood, clear and practical across the organization. This includes onboarding sessions held with all new hires.

·Monitoring, Audit, & Response: We undertake regular compliance testing and monitoring, conduct audits to review control design and effectiveness, and respond to situations where potential non-compliance is detected or reported. Corrective action is taken for non-compliance, including disciplinary action and disclosure to regulatory bodies when appropriate. We investigate instances of non-compliance to assess potential patterns of misconduct and incorporate findings into policy enhancements, control improvements, and training and outreach programs.

Whistleblower Program and Protections2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

To foster a culture of safety where employees are supported in reporting unethical behavior, Nasdaq provides multiple channels for disclosing misconduct. Our SpeakUp! Line is operated by a third party that is strictly required to protect the anonymity of the reporting individual in accordance with local law. Nasdaq supports employees by allowing the disclosure of trade secrets in confidence to relevant government authorities without fear of retaliation, regardless of the confidentiality or intellectual property agreements the employee has signed with Nasdaq. Employees can contact the appropriate regulator, law enforcement, or other authorities without notifying Nasdaq in advance or first pursuing internal reporting channels. Nasdaq does not tolerate retaliation and provides all legal protections afforded under applicable laws and regulations for individuals reporting alleged misconduct or violations of the law.

Supplier Code of Ethics

Ethical business practices are not only foundational to our own corporate culture, but Nasdaq expects that its suppliers share the same level of commitment to integrity. The Supplier Code of Ethics, or the Supplier Code, sets forth our expectation that all suppliers act ethically and comply with relevant laws and regulations in all Nasdaq-related business dealings.

In 2021, Nasdaq updated its Supplier Code to address certain topics that were not previously covered, including environmental sustainability and supplier diversity. Our Supplier Code addresses the following:

 

·Freedom of Association and Right to Collective Bargaining: Suppliers must respect workers’ rights to freedom of association and collective bargaining in accordance with local legal requirements.

·Environmental Transparency: We ask our suppliers to measure, report, and mitigate any potential negative climate change and biodiversity impacts associated with their operations, products and services including energy and water consumption, greenhouse gas emissions, waste, air and water pollution, nature loss and hazardous materials. Suppliers are asked to provide us with information to support our reporting and transparency commitments related to environmental sustainability and supply chain emissions.

·Diversity, Equity, and Inclusion: We expect our suppliers to promote a diverse and inclusive workforce and encourage them to engage diverse-owned businesses in their supply chain.

·Health and Safety: We expect suppliers to provide a safe and healthy work environment to their employees and contractors and to abide by local laws and regulations that address, where applicable and not limited to: occupational safety, emergency preparedness, occupational injury and illness, industrial hygiene, physically demanding work, sanitation, food, and housing. Suppliers must provide a safe work environment that supports and maintains relevant programs for accident prevention and minimizing exposure to health risks.

·Minimum Living Wages and Maximum Working Hours: We expect compliance with all applicable wage and working hour laws, including but not limited to: compliance with maximum work week hours regulations established by local law, including overtime requirements, except, as allowed by applicable law, in extraordinary business circumstances and with the prior consent of the individual. Employees and contractors must be compensated appropriately in line with prevailing market conditions and at least at the minimum wage required by applicable laws and regulations and with all required benefits. They must be compensated in compliance with local laws for overtime hours worked. Suppliers must comply with all labor laws and employ only workers who meet applicable minimum age and other requirements in the jurisdiction for the services being performed.

·Acceptable Living Conditions: Where the supplier is providing housing for workers, such housing should be clean and safe, and provide reasonable living space.

·Corporal Punishment and Disciplinary Practices: Suppliers must provide a non-violent, safe work environment, free of verbal abuse, sexual or other forms of harassment, threats, intimidation, or physical harm. Suppliers may not use disciplinary procedures to retaliate against individuals or apply disciplinary actions in a discriminatory or otherwise unlawful manner.

Community Impact

Every day, Nasdaq is driven by our purpose of advancing inclusive growth and prosperity. In 2021, we deepened this commitment, embedding purpose firmly into our business strategy, reimagining our Foundation, engaging global stakeholders, and establishing strategic partnerships to support a more sustainable and prosperous future for all.

2021 Highlights:

·GoodWorks is Nasdaq’s signature engagement program, helping to connect employees with the causes, charities, and communities that they support. The Goodworks program empowered our employee volunteers to participate in 100 individual and team events. Nasdaq employee donors generated more than $650,000 in impact for more than 650 charitable and community recipients.

·Nasdaq Purpose Week is a week of celebration and service. Over 1,700 employees participated in 2021 by volunteering, directing philanthropy, and submitting ideas for a purpose-driven business innovation challenge.

Nasdaq Foundation

The Nasdaq Foundation was relaunched in 2021 with a more focused mission:Driven by Nasdaq’s Purpose to advance inclusive growth and prosperity by making markets workeconomic progress for the benefit of more people across society. The Nasdaq Foundation addresses systemic barriers faced by under-represented communities in their efforts to generate and sustain wealth.

In March 2021,all, the Nasdaq Foundation announced a research collaborationworks with organizations that promote and support under-resourced communities by reimagining investor engagement and equipping communities with the Aspen Institute’s Financial Security Programfinancial knowledge needed to share in the wealth that markets create. Through the New Investor Initiative, the Foundation supports a portfolio of programs focused on breaking down overlooked barriers for underserved and Commonwealth. The resulting report, A Framework for Inclusive Investing: Driving Stock Market Participation to Close the Wealth Gap for Women of Color, examines the importance of increasing participation in capital markets for all Americans, especially women of color.underrepresented communities.

The Nasdaq Foundation selected six partnership organizations through the Quarterly Grant Program allows the Foundation to fund and help scale programs that meet its strategic objectives. During 2023, the Nasdaq Foundation provided 13 grants to organizations that seek to fulfill that mission. These grants were awarded to, among others: Defy Ventures, which provides entrepreneur training for formerly incarcerated women and minorities; the “GO Project for the GO Families Financial Literacy Workshop Series” in 2021, awarding a cumulative $480,000. The services offered through these partnerships provide a wide range of supportNew York City; and the Global Entrepreneur Network, in partnership with Hello Alice, for Black, Latinx,the Equitable Access Program aimed at enhancing credit access and Indigenous founders andfinancial education to underserved entrepreneurs with a strong focus on women, as well as an introduction to financial careers for students of color.facing credit challenges.

For more information, please see our 2021 Impact Report and our Foundation Report.

Nasdaq Entrepreneurial Center

The Nasdaq Entrepreneurial Center, or the Center, is an independent non-profit building a better path for entrepreneurs worldwide. Established in 2014 with the support of the Nasdaq Foundation, the Center has been improving inclusion, access, and knowledge in entrepreneurship. The Center delivers free education to meet the real time needs of entrepreneurs and then translates those needs to actionable data that is shared with policy makers and academic institutions around the world to build more opportunities for all entrepreneurs. For more information, visit thecenter.nasdaq.org.

Employee and Corporate Giving

We are committed to creating lasting, positive change within our Company and the communities we serve. Our employees take pride in being active in our communities and developing relationships in our locations to understand and address critical needs in our communities. Through our Nasdaq GoodWorks Corporate Responsibility Program, we have committed to supporting the communities in which we live and work by providing eligible full and part-time employees two paid days off per year to volunteer. We also match charitable donations of all Nasdaq employees and contractors up to $1,000, or more in certain circumstances, per calendar year. In 2023, Nasdaq employees raised over $450,000, including donations and matches, supporting almost 600 charities worldwide.

Operating with Integrity

Our commitment to integrity remains at the center of all we do. Our ethics and compliance programs and policies and standards of conduct for suppliers are described below.

Global Ethics and Compliance Program

The Nasdaq Global Employee Ethics Program and our corporate compliance programs set standards for conducting business in accordance with our high ethical standards, provide values-based guidance, heighten compliance risk awareness, strengthen decision-making, and drive sound business performance through five pillars.

Executive & Board Leadership

Our Management Committee maintains oversight of Nasdaq’s Global Employee Ethics Program and compliance programs through committees, including a Compliance Council chaired by our Chief Legal, Risk and Regulatory Officer. Further oversight is provided through the Board’s Audit & Risk Committee, which is responsible for overseeing risks across Nasdaq. Nasdaq’s Global Chief Compliance Officer oversees dedicated staff and operations related to the Global Employee Ethics Program and corporate compliance programs.

 

To learn more

51,600

Entrepreneurs served

49%

Women

61%

Black or Under- represented Minority Entrepreneur

140+

Countries

about The Center, please visit

thecenter.nasdaq.org.

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2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

Policies, Procedures, & Controls

Nasdaq’s Code of Ethics and related policies are applicable to all of our directors, employees (including the principal executive officer, the principal financial officer, and the controller and principal accounting officer), and other associates. Our Code of Ethics and related policies outline requirements related to our ethical standards, conflicts of interest, employee trading activities, personal securities trading activities, self-regulatory organization responsibilities, regulatory transparency, whistleblowing responsibilities and protections, antitrust laws, anti-bribery and corruption controls, privacy, data security, sanctions, and trade control laws. As a condition of employment, our employees are required to annually certify compliance with our Code of Ethics and related policies, as well as attest to the accuracy of required ethics and financial disclosures. We maintain procedures, systems, and controls to support compliance with core policy requirements and detect potential violations. Additionally, the Board is governed by a distinct Code of Conduct containing supplemental provisions applicable to directors. The Code of Ethics and the Code of Conduct for the Board are posted on our website.

Risk Assessments

We monitor the primary jurisdictions where we operate for significant changes in law that may impact our business. As part of our annual Code of Ethics and policy review process and through ad hoc reviews, we assess our compliance policies and adjust them as needed to align with updated regulatory requirements and changes to our business. We undertake periodic assessments of our risk relative to relevant compliance risk domains and use such assessments to inform program changes and updates.

Outreach & Training

We perform ongoing training and awareness activities to ensure these policies and requirements are well understood, clear, and practical across the organization. This includes onboarding sessions held with all new hires and employees of acquired companies and mandatory annual ethics and compliance training and certifications for all employees.

Monitoring, Audit, & Response

We undertake regular compliance testing and monitoring, conduct audits to review control design and effectiveness, and respond to situations where potential non-compliance is detected or reported. Corrective action is taken for non-compliance, including disciplinary action (up to and including termination of employment) and disclosure to regulatory bodies when appropriate. Disciplinary action also may include the reduction or elimination of bonuses or other incentive payments. We investigate instances of non-compliance to assess potential patterns of misconduct and incorporate findings into policy enhancements, control improvements, and training and outreach programs.

Whistleblower Program and Protections

To foster an ethical culture where employees are supported in reporting unethical behavior, Nasdaq provides multiple channels for disclosing misconduct under our SpeakUp! Program. One element of this program – the SpeakUp! Line – enables anonymous whistleblowing including as required by applicable laws and regulations. The SpeakUp! Line is operated by a third party that is strictly required to protect the anonymity of the reporting individual when requested by the individual, and the Audit & Risk Committee receives regular reports on the SpeakUp! Line activity.

Employees can contact the appropriate regulator, law enforcement, other government authorities, or others as authorized by applicable law without notifying Nasdaq in advance or first pursuing internal reporting channels. Nasdaq does not tolerate retaliation and provides all legal protections afforded under applicable laws and regulations for individuals reporting alleged misconduct or violations of the law. Nasdaq supports employees by allowing the disclosure of trade secrets in confidence to relevant government authorities without fear of retaliation, regardless of the confidentiality or intellectual property agreements the employee has signed with Nasdaq.

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2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

Transparency in ESG ReportingGovernance

Nasdaq’s ESG disclosures, policies, and Analytics

Throughout 2021, Nasdaq continued its commitment to advancepractice statements, including our sustainability disclosures with key stakeholdersSustainability Report and TCFD Report, are available online in the investment community through annualizedNasdaq Corporate ESG reporting. This is reflected in the significant score progress we received across multiple ESG rating agencies.

Additionally, utilizing the Task Force on Climate-Related Financial Disclosures (TCFD), we conducted a climate scenario analysis to evaluate climate-related risksResource Center. Our 2023 Sustainability Report and opportunities and their impact on our business over time (see our 2020 TCFD Report, available on our website). This exercise helps us examine the resiliency of our current ESG strategy towards climate risks, prioritize areas to further develop our mitigation strategies, and enhance our ability to make the most of identified transition opportunities. Our 20212023 TCFD Report will broaden our focus beyond direct operations, as we begin to consider our critical suppliers. The 2021 report also will reflectbe issued later this year. None of the recently updated TCFD guidance.ESG reports referenced in this section are a part of, or incorporated by reference into, this Proxy Statement.

Furthermore, we will continue to publish our EEO-1 dataRecognition

Nasdaq is consistently ranked among the top global and comprehensive diversity statistics regarding genderindustry leaders for ESG reporting and ethnicity in our annual Sustainability Report.performance by ESG rating agencies including the following.

 

LOGOLOGOLOGOLOGO
Scoring Scale      100-0 (Best)10-1 (Best)F-A (Best)CCC-AAA (Best)
11.91*BBBB

*Quality score for Environmental, Social,LOGO

Note: The MSCI, CDP, CSA, and Governance categories

Sustainalytics, ISS, CDP, and MSCIEcoVadis ESG ratings are as of April 28, 2022.1, 2024. Nasdaq’s CSA score was updated to a 61 from a 60 on March 15, 2024. The use by Nasdaq of any MSCI ESG Research LLC or its affiliates (“MSCI”) data, and the use of the MSCI logos, trademarks, service marks, or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Nasdaq by MSCI. MSCI services and data are the property of MSCI or its information providers and are provided ‘as-is’’as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.

 

63

LOGO

 

Executive

Compensation

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

ESG Documents

Nasdaq’s environmental and social disclosures, policies, programs and practice statements include the following:

·Anti-Discrimination and Anti-Harassment Policy

·The Nasdaq Environment Practices Statement

·The Nasdaq Human Rights Practices Statement

·The Nasdaq Information Protection and Privacy Practices Statement

·Employee Handbooks

·Nasdaq Code of Ethics

·Nasdaq Supplier Code of Ethics

·Nasdaq Sustainability Report

·Task Force on Climate-Related Financial Disclosures Report

·Global Reporting Initiative Index

·Sustainability Accounting Standards Board Index

·World Economic Forum Stakeholder Capitalism Index

·Nasdaq ESG FAQ

LOGO

Executive Compensation Highlights

Compensation decisions made for 2021 were aligned with Nasdaq’s strong financial and operational performance and reflected a continued emphasis on variable, at-risk compensation paid over the long-term. Compensation decisions are intended to reinforce our focus on performance and sustained growth. The Compensation Discussion and Analysis section beginning on page 64 describes the compensation of our NEOs, which includes the following highlights.

The majority of our NEOs’ pay is based on performanceand consists largely of equity-based compensation. 86% of our NEOs’ total direct compensation was performance-based or “at-risk” in 2021. 62% 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 2021, payments of annual incentives reflected our achievement of performance goals relating to corporate net revenues and corporate operating income (on a run rate basis), in addition to accomplishment of strategic objectives and business unit financial results. The resulting payouts to NEOs ranged from 180% to 195% 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, 2019 through December 31, 2021, Nasdaq’s cumulative TSR was 149%, which was at the 87th percentile of S&P 500 companies and the 100th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 200% of target shares.

Our compensation program is grounded in best practices.

Our best practices include strong stock ownership guidelines for directors and executives, no hedging or pledging of Nasdaq stock, a long-standing “clawback” policy, and no tax gross ups on severance arrangements or perquisites.

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.

Proposal 2:

Approval of the Company’s Executive

Compensation on an Advisory Basis

 

✓
LOGO 

The Board unanimously recommends that

shareholders vote FOR the approval of the

Company’s executive compensation on an

advisory basis.

We are asking shareholders to approve, on an advisory basis, the Company’s executive compensation as reported in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the executive compensation program and practices described in this Proxy Statement.

We recommend that shareholders read the Compensation Discussion and Analysis below as well as the executive compensation tables and narrative beginning on page 93.that follows. The Compensation Discussion and Analysis describes our executive compensation program and the executive compensation decisions made by our Management Compensation Committee and Board in 20212023 in more detail. The compensation tables provide detailed information on the compensation of our NEOs. The Board and the Management Compensation Committee believe that the compensation program for our NEOs has been effective in meeting the core principles described in the Compensation Discussion and Analysis in this Proxy Statement.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking shareholders to approve the following advisory resolution at the 20222024 Annual Meeting of Shareholders.

RESOLVED, that the shareholders of Nasdaq, Inc. approve, on an advisory basis, the compensation of Nasdaq’s NEOs, as disclosed in the Proxy Statement for Nasdaq’s 20222024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the executive compensation tables, and other related tables and narrative disclosure.

This advisory vote is not binding on the Board or the Management Compensation Committee. Although non-binding, the Board and the Management Compensation Committee will review and consider the outcome of the vote when making future decisions regarding our executive compensation program.

The Board has adopted a policy providing for annual shareholder advisory votes to approve the Company’s executive compensation. Under the current version of the policy, the next advisory vote to approve executive compensation will occur atAt the 2023 Annual Meeting, the Company’s shareholders voted for an annual advisory vote regarding the approval of Shareholders.executive compensation. Consistent with this preference, we plan to hold an advisory vote on our executive compensation at each annual meeting of shareholders until the next shareholder vote on Say on Pay frequency.

 

 

65

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, provides a summary of our executive compensation philosophyprogram and programs and describesunderlying compensation philosophy. While this CD&A primarily covers the compensation decisions we have made under these programs andof our 2023 NEOs identified to the factors considered in making those decisions. Our executiveright, the principles underlying our compensation program supportsphilosophy extend throughout the organization, support Nasdaq’s growth strategy, and isare aligned to create long-term shareholder value. This Compensation Discussion and Analysis and the Executive Compensation Tables focus on the compensation

Table of our NEOs for 2021.Contents

 

Executive Summary

  Our NEOsBusiness Performance Highlights

  67
  Adena T. Friedman

LOGO

Compensation Program Highlights

  President and CEO67
  Ann M. DennisonDecision-Making Framework  

LOGO

Compensation Philosophy Guiding Principles

  EVP and CFO169
  Lauren B. Dillard

LOGO

Former EVP, Investment Intelligence2
  P.C. Nelson Griggs

LOGO

EVP, Corporate Platforms
  Bradley J. Peterson

LOGO

EVP and CIO/CTO
  Michael Ptasznik

LOGO

Former EVP, Corporate Strategy and CFO3

1

Ms. Dennison, who was formerly our SVP, Controller and Principal Accounting Officer, was appointed EVP and CFO effective March 1, 2021.

2

Ms. Dillard resigned from Nasdaq and her position as EVP, Investment Intelligence, effective as of April 8, 2022.

3

Mr. Ptasznik retired from Nasdaq and his position as EVP, Corporate Strategy and CFO, effective as of February 28, 2021. Since Mr. Ptasznik served as CFO for a portion of 2021, he is included as an NEO in accordance with SEC rules.

  Business Performance Highlights

66
  Decision-Making FrameworkKey Governance Features of Executive Compensation Program66
Total Rewards Philosophy67
Say on Pay Results

  6870

How We Determine Compensation

  6870

Role of Compensation Consultant

68
Competitive Positioning68

Tally Sheets

  70

Competitive Positioning

70

Tally Sheets

72
What We Pay and Why:Why  Pay for Performance72

Elements of Executive

Compensation Mix72

  Compensation

  73

Pay for Performance

  74
  2021

Compensation DecisionsMix

  Base Salary74
2023 Compensation Decisions  72

Base Salary

  74

Annual Cash Incentive Compensation

72
Long-Term Incentive Compensation75

NEO Compensation Summaries

  7874

Long-Term Incentive Compensation

76

NEO Compensation Summaries

79
Other Aspects of Our Executive Compensation Program  

General Equity Award Grant Practices

89
  Compensation ProgramBenefits89
Severance89

Other

  9092

Benefits

92

Severance

92

Other

93
Risk Mitigation and Other Pay Practices  

Risk Assessment of Compensation Program

  9093
  Practices

Stock Ownership Guidelines

  93

Stock OwnershipHolding Guidelines

  9094
Stock Holding Guidelines91

Trading Controls and Hedging and Pledging Policies

  9194

Incentive Recoupment Policies

  Incentive Recoupment Policy9491

Tax and Accounting Implications of Executive Compensation

  9195

LOGO

 

66

Business Performance Highlights2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

We achieved

Executive Summary

Compensation decisions made for 2023 reflected Nasdaq’s strong financial and operational performance acrossas well as a continued emphasis on variable, at-risk compensation paid over the long-term. Our compensation program is designed to attract, retain, and empower employees to successfully execute the Company’s growth strategy. The building blocks of our business segmentsTotal Rewards Program are described below.

LOGO

Business Performance Highlights

Nasdaq completed multiple key strategic initiatives in 2021,2023 while continuing to diversifydeliver strong results and create shareholder value. The results demonstrate the strength of our diversified business and invest significantly to drive growth. Our record 2021 results demonstrated our ability to address the needs ofdeliver on our clients in a capital markets environment characterized by elevated trading, strong IPO activity and rising index valuations amidst the COVID-19 pandemic.longer-term objectives.

 

·• Net

We achieved record revenues in 2021 were $3.42023 of $3.9 billion, an increase of 18% over 2020.9% from 2022, or an increase of 5% organically excluding the impacts from Adenza and foreign exchange rates, as compared to 2022.

 

·• This

$2.6 billion in ARR as of December 31, 2023, an increase of 29%, or 6% organically excluding the impacts from Adenza and foreign exchange rates, as compared to 2022. Annualized SaaS revenues increased 26%, or 12% organically, and represented 35% of ARR, or 38% excluding Adenza, as our transition to a scalable platform company continues.

•

We completed our acquisition of Adenza in November 2023. In addition to the strategic alignment between Nasdaq and Adenza, Adenza’s financial profile is expected to enhance Nasdaq’s organic revenue growth rate and improve our operating margins as the deal synergies are achieved. The Adenza acquisition strengthens our risk management, regulatory reporting, and capital markets software offerings, and the Adenza solutions are now part of our new Financial Technology segment.

•

We led U.S. exchanges for operating company IPOs with an 81% total win rate in 2023, and 2023 was Nasdaq’s fifth consecutive year as the leading U.S. listing exchange in terms of both number of IPOs and proceeds raised.

•

Our strong revenue performance allowedfree cash flow enabled us to continue to reinvest in our business and our people, increasegrow our quarterly dividend from $0.49program, as we increased our dividend 10% to $0.54$0.22 per share during 2023 and further executerecently announced another approximately 10% increase, to $0.24 per share, for 2024 and reiterated our share repurchase plan.commitment to continue to increase the quarterly dividend payment until 2027.

 

·• 

We returned $1.3 billionmore than $700 million to shareholders in 2023 through our share repurchase program and quarterly dividends, in 2021, in addition toand an aggregate of $2.3approximately $3.0 billion over the last three years.

Additional 20212023 business highlights are described on page 1 of this Proxy Statement.

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.

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

•The majority of our NEOs’ pay is based on performance and consists largely of equity-based compensation.

In 2023, excluding Ms. Youngwood, 88% of our NEOs’ total direct compensation was performance-based, or “at-risk”, and 65% 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 2023, payments of annual incentives reflected our achievement of performance goals relating to corporate net revenues and corporate operating income (on a run rate basis), in addition to accomplishment of strategic objectives, business unit financial results, and an ESG objective. The resulting payouts to NEOs ranged from 120% to 150% 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, 2021 through December 31, 2023, Nasdaq’s cumulative TSR was 36.5%, which was at the 63rd percentile of S&P 500 companies and the 85th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 167.4% of target shares.

•Our compensation program is grounded in best practices.

Our best practices include strong 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.

What We DO

What We DON’T Do

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Pay for performance: 100% of annual incentives and 80% of long-term incentive grants are performance-based

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Overweight non-performance-based long- term incentives

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Maintain an incentive recoupment, or “clawback,” policy, including a broad incentive recoupment policy and a supplemental policy in compliance with SEC and Nasdaq listing rules

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Pay tax gross-ups

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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)

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Permit re-pricing of underwater stock options without shareholder approval

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Conduct a comprehensive annual risk assessment of our compensation program

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Accrue or pay dividends on unearned or unvested equity awards

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Conduct an annual executive talent review and discussion on succession planning

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Allow hedging or pledging of Nasdaq stock

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Maintain robust stock ownership guidelines

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Provide ongoing defined benefit pension plans

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Provide only limited perquisites, which provide nominal additional assistance to allow executives to focus on their duties

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Provide uncapped award opportunities

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Decision-Making Framework

We design our executive compensation program to reward financial performance, and operational excellence, effective strategic leadership, and achievement of business unit goals and objectives, which are key elements in driving shareholder value and sustainable growth. The program is also designed to enable us to compete successfully for top talent, particularly in a tight labor market, and to build an effective leadership team. Our compensation program is grounded in best practices and ethical and responsible conduct.

Key Governance Features of Executive Compensation ProgramPhilosophy Guiding Principles

The following table summarizes the key governance and design features of our executive compensation program. We believe our executive compensation practices drive performance and serve our shareholders’ long-term interests. We avoid certain practices that do not serve these goals or further our shareholders’ interests.

What We DOWhat We DON’T Do
  LOGOPay for performance: 100% of annual
incentives and 80% of long-term incentive
grants are performance-based		LOGOOverweight non-performance-based
long-term incentives
  LOGOMaintain a long-standing incentive “clawback”
policy		LOGOPay tax gross-ups on severance
arrangements and perquisites
  LOGOProvide 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)		LOGOPermit re-pricing of underwater stock
options without shareholder approval
  LOGOConduct a comprehensive annual risk
assessment of our compensation program		LOGOAccrue or pay dividends on unearned or
unvested equity awards
  LOGOConduct an annual executive talent review and
discussion on succession planning		LOGOAllow hedging or pledging of Nasdaq
stock
  LOGOMaintain robust stock ownership guidelinesLOGOProvide ongoing supplemental executive
retirement plans; all defined benefit
pension plans have been frozen
  LOGOProvide only limited perquisites, which
provide nominal additional assistance to allow
executives to focus on their duties		LOGOProvide uncapped award opportunities

Total Rewards Philosophy

On an annual basis, the Management Compensation Committee reviews our compensation philosophy, programs, and practices to ensure that they meet the needs of not only the Company, but also the shareholders. Nasdaq’s total rewards program is designed to attract, retain, and empower employees to successfully execute the Company’s growth strategy. Nasdaq’s balanced total rewards program encourages decisions and behaviors that align with the short and long-term interestsThe guiding principles of our shareholders.

Designed to promote and support our strategy, the building blocks of our total rewards programcompensation philosophy are describedoutlined below.

 

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Compensation Philosophy Guiding Principles

 

1

  2  3

Pay for Performance

  Retention  Competitive Pay Levels

A substantial portion of compensation
is variable or “at-risk” and directly
linked to individual, Company and
business unit performance.

  Our long-term incentive award vesting
periods overlap, continually ensuring that a
portion of previously granted equity remains
unvested.		  Total compensation is sufficiently
competitive with industry peers to
attract and retain executives with
similar levels of experience, skills,
education and responsibilities.

4

  5  6

Internal Equity

  Collateral Implications  Shareholder Alignment

Compensation takes into account
the different levels of responsibilities,
scope, risk, performance and future
potential of our executives.

  Our total compensation mix encourages
executives to take appropriate, but not
excessive, risks to improve our performance
and build long-term shareholder value.		  

The financial interests of executives
are aligned with the long-term
interests of our shareholders
through stock-based compensation
and performance metrics
that correlate with long-term
shareholder value.

 

 

1

Pay for Performance

A substantial portion of compensation is variable or at-risk and directly linked to Company, business unit, and individual performance.

2

Retention

Our long-term incentive award vesting periods overlap, continually ensuring that a portion of previously granted equity remains unvested.

3

Competitive Pay Levels

Total compensation is sufficiently competitive with industry peers to attract and retain executives with similar levels of experience, skills, education, and responsibilities.

4

Internal Equity

Compensation takes into account the different levels of responsibilities, scope, risk, performance, and future potential of our executives.

5

Collateral Implications

Our total compensation mix encourages executives to take appropriate, but not excessive, risks to improve our performance and build long-term shareholder value.

6

Shareholder Alignment

The financial interests of executives are aligned with the long-term interests of our shareholders through stock- based compensation and performance metrics that correlate with long-term shareholder value.

 

 

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Say on Pay Results

Each year, we carefully consider the results of our Say on Pay advisory vote from the prior year. At our 20212023 Annual Meeting, 94% of the votes cast were in favor of the advisory vote to approve executive compensation. In 2021,2023, we retained the core elements of our executive compensation program, policies, and decisions. We believe our programs continue to appropriately motivate and reward our senior management.

In addition to the perspective provided by the Say on Pay results, we also carefully solicit and consider feedback from our shareholders on executive compensation, corporate governance, and other issues throughout the year. For further information on our shareholder engagement, see “Shareholder Engagement.”

How We Determine Compensation

We have established a process for evaluating the performance of the Company, the PresidentChair and CEO, and other NEOs for compensation purposes. On an annual basis, the Board, the Management Compensation Committee, and the Nominating & ESG Committee review our PresidentChair and CEO’s performance in Executive Session. As part of their deliberative process, the Management Compensation Committee and Board establish and approve performance goals, and then evaluate our PresidentChair and CEO’s performance against the pre-established goals, and determine appropriate compensation.

The factors considered include our President and CEO’sinclude:

• performance against annual strategic objectives,objectives;

• defining and executing our strategy;

• leadership; and

• the financial performance of the CompanyCompany.

Ms. Friedman, our Chair and employee engagement.CEO, is compensated only for her role as CEO and not as Board Chair.

With the support of People@Nasdaq, our PresidentChair and CEO develops compensation recommendations for the NEOs and other executive officers. Our Presidentofficers and CEO presents the recommendations to the Management Compensation Committee and/or the Board for review and consideration.

However, in accordance with the listing rules of The Nasdaq Stock Market, the PresidentChair and CEO does not vote on executive compensation matters or attend Executive Sessions of the Management Compensation Committee or Board, and the PresidentChair and CEO is not present when her own compensation is being discussed or approved.

Role of Compensation Consultant

In 2021, Meridian Compensation Partners,2023, Exequity, an independent compensation consultant, assisted management in gathering data, reviewing best practices, and making recommendations to the Management Compensation Committee about our executive compensation program. However, MeridianExequity did not determine or recommend the amount or form of executive or director compensation. MeridianExequity did not provide any services to Nasdaq or its Board other than executive compensation consulting. In 2021,2023, we paid Meridian $38,121Exequity $80,811 in fees for competitive market data for executives and outside directors and $147,954$376,075 in fees for other executive compensation services.

Competitive Positioning

To evaluate the external competitiveness of our executive compensation program, we compare certain program elements of the program to similar elements used by peer companies. In setting 20212023 compensation levels, the Management Compensation Committee used a comprehensive peer group consisting of an aggregate of 3028 companies (comprised of 2321 companies in our primary

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

peer group and seven in our additional peer group), as the basis for a competitive market analysis of the compensation program for the PresidentChair and CEO and other NEOs. The 20212023 peer group iswas substantially similar to the 20202022 peer group, with the following changes: Invesco Ltd. and Thomson Reuters Corporation, two firms that are no longer relevant business peers were removed; and two business relevant peers, Moody’s and Verisk Analytics, were added. For the additional peer group, salesforce.com was removed and replaced with ServiceNow, a business relevant peer.group. We believe using and disclosing a peer group provides valuable input into compensation levels and program design.

When forming the peer group, we considered potential peers among both direct industry competitors and companies in related industries with similar talent needs. After identifying potential peers on this basis, we used the following seven screening criteria to select appropriate peer companies and talent.

• Revenue size

• Market capitalization size

• Financial performance

• Direct exchange competitors

• Financial services companies

• Technology companies

• Companies with global complexity

We believe the current peer group includes an accurate representation of similarly sized industry competitors and/or companies with which we generally compete for executive talent.

Screening Criteria Used To Select Peer Companies

·Revenue size

·Market capitalization size

·Financial performance

·Direct exchange competitors

·Financial services companies

·Technology companies

·Companies with global complexity

Executive Compensation Peer Groups Organized by Industry Segment1

Primary Peer Group (for Benchmarking PresidentChair and CEO and other NEOs’ compensation)(1)

 

Consumer
Finance

  Data Processing
&
Outsourced
Services		  Financial
Exchanges

& Data		  Investment
Banking
&
Brokerage		  Research &

Consulting
Services
Discover Financial
Services		  

Automatic Data
Processing, Inc.

 

Fidelity National
Information
Services, Inc.

 

Fiserv, Inc.

 

Mastercard
Incorporated

 

PayPal Holdings, Inc.

 

Visa Inc.

  

Cboe Global
Markets, Inc.

 

CME Group Inc.

 

Deutsche Börse AG

 

FactSet Research
Systems Inc.

 

Intercontinental
Exchange, Inc.

 

London Stock
Exchange Group plc

 

MSCI Inc.Moody’s Corporation

 

Moody’s CorporationMSCI Inc.

 

S&P Global Inc.

 

TMX Group Limited

  

BGC Partners, Inc.

 

The Charles Schwab
Corporation

E*TRADE Financial
Corporation TD

Ameritrade Holding
Corporation

  

IHS Markit Ltd.

 

Verisk Analytics, Inc.

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

Application Software

Internet &

Direct Marketing Retail

Systems Software

Adobe Inc.

Citrix Systems, Inc.

Intuit Inc.

Workday, Inc.

eBay Inc.

Gen Digital

(formerly NortonLifeLock Inc.)

ServiceNow, Inc.

 

11.

ThisThese peer group differsgroups differ from the peer group used for the performance graph included in Item 5 of our Form 10-K, which is for stock-performance comparisonscomparisons. In addition, S&P Global Inc. completed its merger with IHS Markit Ltd. in February 2022, and includes industry-only competitors.

Additional Peer Group (added to Primary Peer Group for Benchmarking EVP and CIO/CTO’s compensation only; used as a secondary, informational reference for President and CEO and other NEOs’ compensation)1

Application Software

Internet & Direct

Marketing RetailCitrix Systems, Inc. was acquired by affiliates of Vista Equity Partners and Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., in September 2022. However, at the time the 2023 compensation decisions were determined for our NEOs, market data for IHS Markit and Citrix was available and used for compensation decisions for our NEOs.

 Systems Software
Adobe Inc.eBay Inc.NortonLifeLock Inc.
Citrix Systems, Inc.ServiceNow, Inc.
Intuit Inc.
Workday, Inc.

1

This peer group differs from the peer group used for the performance graph included in Item 5 of our Form 10-K, which is for stock-performance comparisons and includes industry-only competitors.

While the peer group represents a broad group of potential competitors for executive talent across various industries, peer group data serves as only one reference point for the Management Compensation Committee in evaluating our executive compensation program. The Management Compensation Committee uses this data to understand how various elements of our executive compensation program compare to other companies. In addition, the Management Compensation Committee uses multiple categorizations of the aggregate peer group data for each particular NEO role to better understand the competitive landscape for that position. For example, depending on the role of our NEO, the Management Compensation Committee may consider the entire peer group and/or certain subsets of the peer group. For the PresidentChair and CEO and other NEO roles with the exception of the EVP and CIO/CTO role, the primary peer groupPrimary Peer Group was used for compensation comparisons, which excludes companies in the Application Software, Internet & Direct Marketing Retail, and Systems Software sectors, as discussed above. WeHowever, for Ms. Youngwood, our EVP and CFO, the Additional Peer Group was added to the Primary Peer Group in order to obtain a comprehensive view these companies as talent competitors for executive roles in our Global Technology Organization, so they are included as primary peers for those roles. of wider peer CFO compensation.

While the peer group comparison is applied to ensure our executive compensation is competitive, we do not target executive compensation to a specific percentile of the compensation set by our peer group.

Each executive officer is also evaluated individually based on skills, knowledge, performance, growth potential, and in the Management Compensation Committee’s business judgment, the value he or she brings to the organization and Nasdaq’s retention risk.

Tally Sheets

When recommending compensation for the PresidentChair and CEO and other NEOs, the Management Compensation Committee reviews tally sheets that detail the various elements of compensation for each executive officer. These tally sheets are used to evaluate the appropriateness of the total compensation package, to compare each executive officer’s total compensation opportunity with his or her actual aggregate payment, and to ensure that the compensation appropriately reflects the compensation program’s focus on pay for performance.

 

 

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

What We Pay and Why:Why

Elements of Executive Compensation

 

ElementDescriptionObjectives
  Element
 FIXED  DescriptionBase Salary  ObjectivesWhere
Described
in More
Detail
  FIXEDBase Salary

Fixed amount of compensation for
service during the year

  

Reward scope of responsibility,

experience, and individual performance

 AT-RISK

  Page 72
Annual Incentive
Compensation		  

At-risk compensation, dependent on
goal achievement

 

Formula-driven annual incentive linked to corporate financial, business unit financial, and strategic objectives and other organizational priorities

  

Promote strong business results by rewarding value drivers, without creating an incentive to take excessive risk

 

Serve as key compensation vehicle for rewarding results and differentiating individual performance each year

Long-Term Incentive Compensation

  Page 72
  AT-RISKLong-Term Incentive
Compensation

Award values are granted based on market competitive norms and individual performance

��

PSUs are paid in shares of common stock upon vesting based on three-year relative TSR ranking compared to peers and to the broad market, over each cycle.cycle

 

RSUs are paid in shares of common stock, which have time-based vesting over four years from the grant date

  

Motivate and reward executives for outperforming peers over several years

 

Ensure that executives have a significant stake in the long-term financial success of the Company, aligned with the shareholder experience

 

Promote longer-term retention

 BENEFITSRetirement, Health, and Welfare

Retirement savings programs

Competitive welfare benefits

Deferred compensation plan

  Page 75
  BENEFITSRetirement, Health and
Welfare

401(k) plan with Company match

Competitive welfare benefits

Frozen pension plan and frozen supplemental executive retirement plan

Provide market-competitive benefits to attract and retain top talent

Frozen plans reflect legacy arrangements SEVERANCE

  Page 89
  SEVERANCE

Severance

Arrangements -
Involuntary
Termination Without
Cause or Voluntary
Termination with

Good
Reason

  

Specified amounts under employment arrangements with some executive officers

 

Discretionary guidelines, for involuntary terminations without cause

  

Assist in attracting and retaining top talent

 

Provide transition assistance

 

Promote smooth succession planning upon retirement

 

Allow the Company to obtain release of employment-related claims

Page 89
  

Severance

Arrangements -
Termination Due to
Change in Control
(“ (“Double Trigger”)

  

Severance and related benefits paid upon termination without cause or resignation for good reason following a change in control

 

Accelerated equity vesting upon qualifying termination post-change in control

  

Retention of executives through a change in control

 

Preserve executive objectivity when considering transactions in the best interest of shareholders

 

Assist in attracting and retaining top talent

 Page 89
 OTHER  Limited Perquisites  Limited additional benefits provided to certain executives  

Provide nominal additional assistancethatassistance that allows executives to focus on their duties

Page 90

 

 

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

Pay for Performance

Nasdaq’s executive compensation program is designed to deliver pay in accordance with corporate and business unit financial and strategic objectives as well as individual performance, levels of responsibility, and breadth of knowledge and experience.

Our program’s intention is to align the interests of our executives with the interests of our shareholders and to link executive compensation with the drivers of short-term and long-term value creation. A large percentage of total target compensation is “at-risk” through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance and include a substantial portion of equity.

Compensation Mix

The mix of total target direct compensation for our NEOs in 2021 (excluding Mr. Ptasznik)2023 is shown below, except for Ms. Youngwood, who joined Nasdaq on December 1, 2023. Ms. Youngwood’s 2023 and 2024 compensation are further described below. “At-risk”At-risk pay is comprised of the target annual cash incentive award and the target equity award. The annual cash incentive award and the PSU portion of the equity award are performance-based.

NEOs - 2021– 2023 Total Target Direct Compensation Mix

 

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20212023 Compensation Decisions

The sections below provide an overview as to how the Management Compensation Committee and/or Board of Directors determined each NEO’s compensation for 2021.2023. In setting 2023 target annual compensation opportunities for the NEOs, the Management Compensation Committee and/or Board reviewed historical market data for the Primary Peer Group, as provided by the Company’s compensation consultant, as described below. For specific compensation amounts for each NEO, see the “NEO Compensation Summaries” beginning on page 78.79.

Base Salary

Base salaries are a fixed component of each NEO’s compensation. In setting each NEO’s base salary, the Management Compensation Committee and/or Board considers competitive market data derived from our peer group and annual market surveys, and the NEO’s individual contributions, performance, time in the role, scope of responsibility, leadership skills, and experience. We review base salaries on an annual basis and may adjust base salaries during the year in response to significant changes in an executive’s responsibilities or events that would impact the long-term retention of a key executive. Salaries are established at levels commensurate with each executive’s title, position, and experience, recognizing that each executive is managing a component of a complex global company. For 2023, base salary increases were in recognition of performance and market competitive positioning.

Annual Cash Incentive Compensation

We maintain an annual performance-based cash incentive arrangement under which each NEO can earn cash incentive awards through our ECIP based on achievement of performance against pre-determined performance goals. The Management Compensation Committee and/or Board established each NEO’s target annual cash opportunity based on an assessment of each NEO’s position and responsibilities, the competitive market analysis, and the Company’s retention objectives.

How We Set Performance Targets

The annual cash incentive award payments for our NEOs are based on the achievement of achieving pre-established, quantifiable performance goals. The PresidentChair and CEO selects and recommends goals for the other

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

executive officers based on their areas of responsibility and input from each executive. The

Management Compensation Committee and/or the Board reviewreviews and considerconsiders our PresidentChair and CEO’s recommendations and approveapproves 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 PresidentChair and CEO.

Nasdaq commences itsWe commence our rigorous goal-setting process during its mid-yearthe Board’s third quarter strategic off-site with the Board. 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 followingnext 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 2021,2023, the Management Compensation Committee and Board selected financial and strategic metrics and targets that they believe incentivize our executives to achieve our strategic objectives and drive Nasdaq’s long-term financial performance.

The 20212023 annual cash incentive awards were tied to results in the following areas:

Corporate Financial Objectives

 

·

Corporate Financial Objectives

 

Strategic Objectives

•operating income (on a run rate basis), which measures business efficiency and profitability;

profitability

 

·

•net revenues, which measure the ability to drive revenue growth;

Business Unit Financial Objectivesgrowth

· defined business unit-specific goals that contribute to the Company’s revenue growth and profitability;

Strategic Objectives

·  

•defined corporate or business unit-specific goals that contribute to the Company’s long-term strategy execution and performance; andperformance

Engagement and Diversity & Inclusion

 

·

Division/Business unit Financial Objectives

 goal

Diversity & Culture

•  defined division or business unit-specific goals that measures the extent to which employees feel passionate about their jobs, are committedcontribute to the organizationCompany’s revenue growth and put discretionary effort into their work, based on their responses to employee surveys. Employee engagement is one important measure of progress toward our social objectives, as part of our broader ESG focus.profitability

  

In 2021, we added a new strategic objective for each NEO of “Diversity, Inclusion, Belonging•  defined diversity and Engagement.” The sub-components of this goal for achievement purposes were as follows: (i) Business Unit Employee Engagement Index results, as measured byculture goals to help drive an inclusive culture across the average of two employee engagement surveys per year and (ii) advance Diversity, Inclusion, & Belonging.Company

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 20212023 had a minimum, target, and maximum performance level.

ScoringThe scoring of each goal is based on actual goal achievement as compared to the target. In 2021,2023, 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 did notmay 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. For 2023, the Management Compensation Committee applied “positive discretion” to increase Mr. Griggs’ bonus payments, or apply discretion, to the compensation of any NEOs in 2021.payment, as further described on page 86.

Award Payouts

In February 2022,2024, 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 20212023 corporate objective and the percentage of target incentive opportunity yielded by such performance.

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

Corporate Objectives Performance vs. Goals

 

Corporate

Objective

  

Threshold
(0% 

(0%
payout)

Target
(100% Payout)        		Maximum
(200% Payout)        		Nasdaq’s
Results for 2021
as Measured for
Compensation        
Purposes		Payout
Percentage        
of Target
Incentive
Award Amount

Operating

  $1,326.0M        $1,401.0M -        $1,458.0M        $1,848.6M        200%        

IncomeTarget
(100%

Payout) 

  $1,421.0M

(Run Rate)1Maximum 

(200%
Payout)

  

Nasdaq’s
Results for
2023 as

Measured for
Compensation 
Purposes

  

Payout
Percentage

of Target
Incentive
Award Amount 

Operating Income (Run Rate)1

  $1,805.2M  $1,932.8M  
$1,994.6M  $1,938.1M  109%

Net Revenues2

  $2,723.0M3,445.9M  $2,811.0M -3,679.8M  $2,898.0M3,771.8M  $3,339.5M3,689.8M  200%        
$2,843.0M111%

 

1.1

Operating income (run rate) reflects our non-GAAP operating income adjusted to exclude: Nasdaq Next (i.e., our innovation investment program); the impact of changes in foreign exchange rates; certain intra-year acquisitionsacquisitions; severance; investments in early-stage growth initiatives; and divestitures; severance; and benefits from certain initiativesone-time revenues that were not initially included in the 20212023 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.

 

2.2

Corporate net revenues exclude Nasdaq Next, the impact of changes in foreign exchange rates, and certain intra-year acquisitions, and divestitures.one-time revenues that were not included in the 2023 budget.

Our goal setting process encompasses a comprehensive review of expectations of both our performance and levels of external market activity. In 2021, our target goals for our Solutions Segments businesses reflected growth in revenue aligned with our medium-term outlook and operating income growth at the respective business margins, which we believed our teams had the ability to effectively influence. However, part of our revenues result from our exchange business, where results are highly influenced by market volumes in the U.S. equities and equities derivatives markets. When setting 2021 goals, our analyses resulted in an expectation that market volumes in our U.S. Cash Equities and Equity Derivatives businesses were unlikely to persist at the record levels set in 2020. An expectation of lower market volumes, as well as the sale of our U.S. Fixed Income business, resulted in lower revenue and operating margin goals for 2021.

Our actual performance exceeded the 2021 goals, reflecting both higher than expected market volume activity and strong performance across all our Solutions Segment businesses, including the recently acquired Verafin business.

The Management Compensation Committee and/or the Board assessed each NEO’s achievement of the business unit financial objectives and strategic objectives in 2021,2023, as set forth in the NEO Compensation Summaries beginning on page 78.79. Specific metrics for these goals are not disclosed for competitive reasons. However, 100% of our NEO goals were defined with quantifiable performance metrics and were approved by the Management Compensation Committee and/or the Board. No discretion was applied to any specific goal scoring for our NEOs.

Long-Term Incentive Compensation

PSUs

In 2021,April 2023, we granted PSUs to each NEO who was an executive at that time in order to incentivize and reward them for growth in our TSR relative to the TSR of two equally weighted groups over the performance period. One performance group consists of all S&P 500 companies at the start of the performance period, and the other performance group consists of the peer companies toon the right.following page. The peer companies include other global exchanges with sizable market capitalizations. We measure our TSR performance relative to two different groups in order to align with the varied interests of our shareholders. The PSUs represented 80% of theeach NEO’s long-term incentive compensation.

The PSUs granted in 2023 are subject to a three-year cumulative performance period beginning on January 1, 20212023 and ending on December 31, 2023.2025. The shares earned, if any, vest at the end of the performance period and upon the certification by the Management Compensation Committee and/or the Board that the performance metrics have been achieved. The TSR results are measured at the beginning and end of the three-year performance period. Our relative performance ranking against each of thesethe two peer groups at the end of the performance period will determine the number of vested PSUs. For each vested PSU, Nasdaq will distributeissue 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 cannot exceedwill be capped at 100% of the target number of PSUs granted.

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

Global Exchange Peer Companies Used for Three-Year PSUs1

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For the 2024 performance period for PSU awards, which for the NEOs is January 1, 2024 through December 31, 2026, the custom peer group was replaced by the S&P 500 GICS 4020 Index, which is a blend of exchanges, data, financial technology, and banking companies, to align more closely with our diverse businesses and competitors. The PSU grants for the 2024 performance period will compare Nasdaq’s TSR to two performance groups: (i) all S&P 500 companies and (ii) the S&P 500 GICS 4020 Index. The PSUs granted to Ms. Youngwood in connection with the commencement of her employment, and the PSUs granted to other NEOs on April 1, 2024, included the revised peer groups.

The table to the rightbelow illustrates the percentage of the target number of PSUs granted to each NEO that the NEO may receive based upon different levels of achievement against each of the groups. For each group, the resulting shares earned will be calculated by multiplying the relevant percentage from the table below by one-half of the target award amount. Any payouts earned at performance levels below the 50th percentile rank are designed to serve as a retention vehicle.

Global Exchange Peer Companies Used for Three-Year PSUs1

LOGOAmount of Shares a Grantee May Receive Based Upon Achievement

 

1

Percentile Rank of Nasdaq’s Three-Year TSR

Versus the Relevant Group

Resulting Shares Earned

>= 85th Percentile

200%

67.5th Percentile

150%

50th Percentile

100%

25th Percentile

50%

15th Percentile

30%

0 Percentile

0%

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

1.

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

Amount of Shares a Grantee May Receive Based Upon Achievement

  Percentile Rank of Nasdaq’s Three-YearResulting Shares Earned
  TSR Versus the Relevant Group 

 >= 85th Percentile

200%

  67.5th Percentile

150%

  50th Percentile

100%

  25th Percentile

50%

  15th Percentile

30%

  0 Percentile

0%

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

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

RSUs

In 2021,April 2023, we also granted RSUs to each NEO who was an executive at that time to promote long-term shareholder alignment and retention. The RSUs represented 20% of the NEO’s long-term incentive compensation. The RSUs are subject to a four-year vesting schedule, vesting 33% on the second anniversary of the grant, 33% on the third anniversary of the grant, and the balance on the fourth anniversary of the grant, in each case subject to continued employment with the Company.

Award Determination

In setting Ms. Friedman’s 20212023 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-competitivemarket competitive award level.

Ms. Friedman recommended the specific equity award targets for each of the other NEOs, which varied among executives depending upon responsibilities and retention considerations. The Management Compensation Committee and Board 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.

The equity award targets are established for our NEOs based on an assessment of each officer’s position and responsibilities, the competitive market analysis and the Company’s retention objectives.

Settlement of 20192021 PSU Grants Based on Relative TSR

In February 2022,2024, the Management Compensation Committee and/or the Board evaluated and approved the performance results for the PSUs granted to the NEOs in 2019.2021. These PSUs were subject to a three-year cumulative performance period beginning on January 1, 20192021 and ending on December 31, 2021,2023, and performance was determined by comparing Nasdaq’s TSR to two groups of companies, each weighted 50%. One group consisted of all S&P 500 companies and the other group consisted of 1513 peer companies. Of the peer group, two companies (Bolsas y Mercados Españoles and NEX Group) were acquired during the performance period and were therefore removed from the peer group at the time of the performance measurement. We measure our TSR performance relative to two different groups in order to align with the varied interests of our shareholders.

The following table sets forth the 20192021 PSU performance measure results.

PSU Performance Measure Results

Equity Award

  Cumulative
TSR		  Weighting  Performance Factors  

Percentile

Rank

  Payout  

Blended

Payout

2021 Three-Year PSU Award

  36.5%  50%  

Based on Relative TSR Against the S&P

500

  63rd  136.0%  167.4%
  

 

50%

  

 

Based on Relative TSR Against Peers

  

 

85th

  

 

198.9%

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Equity

  

Cumulative

  

Weighting

  

Performance

  

Percentile

  

Payout

  

Blended

Award

  

TSR

    

Factors

  

Rank

    

Payout

      Based on Relative      
      50%  TSR Against the  87th  200%   
2019 Three-      S&P 500      
Year PSU  149%              200%
        
Award        Based on Relative         
      50%  TSR Against  100th  200%   
         Peers         

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

NEO Compensation Summaries

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Adena T. Friedman

Chair and CEO

2023 Total Target Direct Compensation Mix

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2023 Performance Highlights

•  Reported record net revenues of $3.9 billion, an increase of 9% or 5% organically, excluding the impacts of foreign currency exchange rates and Adenza, as compared to 2022.

•  ARR increased to $2.6 billion as of December 31, 2023, an increase of 29% or 6% organically, excluding impacts from foreign exchange rates or the Adenza acquisition as compared to 2022, as Nasdaq continues its shift to a scalable platform company.

•  Led the acquisition of Adenza, furthering the Company’s growth, as well as its strategic and operational goals.

•  Revised our corporate structure and businesses to further align our offerings and solutions more closely with the foundational shifts that are driving the evolution of the global financial system.

•  Led U.S. exchanges for operating company IPOs with an 81% win rate.

•  Maintained listings leadership in the U.S. and continued strong performance in the Nordics.

•  Continued market modernization with the migration of Nasdaq’s second U.S. options market to Amazon Web Services, and third market overall to a cloud-based infrastructure.

•  Achieved growth in the market technology business with further expansion into Latin America, providing technology to exchanges to modernize and expand trading platforms.

2023 Compensation Elements

In setting Ms. Friedman’s compensation, the Management Compensation Committee and Board considered her performance and a review of the competitive positioning of her overall compensation as compared to the compensation of similar officers at companies in our peer group.

As shown in the table below, for 2023, the Management Compensation Committee and Board maintained Ms. Friedman’s base salary and her target annual cash incentive award at the same amounts as 2022. The Management Compensation Committee and Board increased the target grant date value of her equity award by $1,000,000.

The increase in the annual target grant date equity award reflects Ms. Friedman’s leadership in growing and diversifying the Company and demonstrating a focus on its long-term strategy and financial success.

 

 

NEO Compensation Summaries

 

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

2021 Performance Highlights

 

Reported record 2021 net revenues of $3.4 billion, an increase of 18% over 2020.

ARR in the fourth quarter of 2021 increased 19% compared to 2020, and excluding Verafin, increased 9%.

Delivered 21% year-over-year revenue growth in the Solutions segments.

The Nasdaq Stock Market led U.S. exchanges for IPOs during 2021 and featured nine of the ten largest U.S.-based IPOs by capital raised.

For the second consecutive year, Nasdaq led all exchanges in total traded U.S. options, inclusive of multiply-listed equity options and index options products, while equity value traded on the Nasdaq Nordic markets reached its highest level since 2008.

Completed the acquisition of Verafin, strengthening Nasdaq’s leadership in anti-financial crime management solutions.

Announced a multi-year partnership with AWS with the intent to build the next generation of cloud-enabled infrastructure for the world’s capital markets.

Furthered Nasdaq’s leadership in improving board diversity for listed companies following SEC approval of Nasdaq’s board diversity disclosure listing rule, which will enhance disclosures and encourage the creation of more diverse boards through a market-led solution.

Expanded Nasdaq’s ESG products and services through the acquisitions of a majority position in Puro.earth, a leading marketplace for carbon removal, and QDiligence, a provider of software that facilitates digital director and officer questionnaires and self- evaluations for directors and corporate secretaries.

Led Nasdaq’s external and internal response to the ongoing COVID-19 pandemic, including deepening our commitment to employee health and safety, and expanding benefits to our employees affected by the challenges of the pandemic.

Developed further improvements and enhancements to Nasdaq’s diversity, equity and inclusion programs, including expanded diversity hiring, retention and talent development.

2021 Compensation Elements

As shown in the table below, for 2021, the Management Compensation Committee and Board maintained Ms. Friedman’s base salary and target annual cash incentive award. The Management Compensation Committee and Board increased the target grant date value of her equity award by $1,000,000.

In setting Ms. Friedman’s compensation, the Management Compensation Committee and Board considered her performance and a review of the competitive positioning of her overall compensation as compared to the compensation of similar officers at companies in our peer group.

  Type of  2021 Annualized 2020 Annualized
  Compensation  Amounts Amounts  Type of Compensation  

2023 Annualized  
Amounts

(at Target)

  

2022 Annualized  
Amounts

(at Target)

Base Salary

  Fixed  $1,250,000 $1,250,000

Base Salary

Base Salary

Base Salary

   Fixed  $1,250,000     $1,250,000

Target Annual Cash Incentive

  Performance-Based  $3,000,000 $3,000,000

Award

        

Target Annual Cash Incentive Award

Target Annual Cash Incentive Award

Target Annual Cash Incentive Award

Target Annual Cash Incentive Award

   Performance-Based  $3,750,000     $3,750,000

Target Equity Award

  Performance-Based (PSUs)  $8,000,0001 $7,200,000

Target Equity Award

Target Equity Award

Target Equity Award

   Performance-Based (PSUs)  $10,400,000    $9,600,000

(Grant Date Face Value)

(Grant Date Face Value)

(Grant Date Face Value)

(Grant Date Face Value)

  At-Risk (RSUs)  $2,000,0001 $1,800,000   At-Risk (RSUs)  $2,600,000     $2,400,000

Total Target Compensation

     $14,250,000 $13,250,000

Total Target Compensation

Total Target Compensation

Total Target Compensation

    $18,000,000     $17,000,000

 

11.

Ms. Friedman was awarded a target amount of 53,032191,176 PSUs, and 13,25847,794 RSUs, on April 1, 20213, 2023 with the terms and conditions described in the “Long-Term Incentive Compensation” section above.

20212023 Performance Goals – Annual Cash Incentive Award

Ms. Friedman earned an annual incentive award payment of $5,799,474,$4,653,812, or 193%124% of target, based on the

final achievement of her pre-established, quantifiable performance goals, as described below.

 

Goal Type

  Goal  Goal
Weighting		  

Actual

Performance 
as a Percent

of Target

  Award
Payout

Corporate Financial

  Corporate Operating Income (Run Rate)  55%  109%  $2,240,380 
   Corporate Net Revenues  20%  111%  $831,326

Strategic Initiatives

  Market Platforms: Modernize Markets to Create Sustainable and Trusted Financial Networks  5%  191%  $359,044
   Capital Access Platforms: Listings Success  5%  158%  $296,250
   Verafin: Expand Anti-Financial Crime  5%  200%  $375,000
   ESG Revenue Expansion and Product Initiatives  5%  94%  $176,812

ESG

  Diversity and Culture  5%  200%  $375,000

Total

     100%  124%  $4,653,812

  Goal Type

  

Goal

  

Goal

  

Actual

  Award Payout
    

Weighting

  

Performance

  
      

as a Percent

  
      

of Target

  

  Corporate

  

Corporate Operating Income (Run

      

  Financial

  

Rate)

  60%  200%  $3,600,000
     
   

Corporate Net Revenue

  20%  200%  $1,200,000

  Strategic

  Nasdaq NEXT Revenue  2%  156%  $93,699

  Initiatives

  

Expand Analytics and Workflow to

      
   

Service the Investment Community

  2%  131%  $78,600
   

Market Technology Initiatives

  2%  150%  $90,000
   

IPO Success Rate

  3%  192%  $172,800
  

Advance Cloud-Based System

      
   

Migrations

  3%  200%  $180,000
  

Complete Key Strategic Acquisitions

      
   

and Divestitures

  3%  200%  $180,000

  Employee

  

Diversity, Inclusion, Belonging and

  5%  136%  $204,375

  Engagement

  

Engagement

         

  Total

     100%  193%  $5,799,474

Settlement of 20192021 PSU Award Based on Relative TSR

The table below sets forth the number of PSUs that Ms. Friedman earned as of December 31, 20212023 due to the performance results of her 20192021 PSU award, which was based on relative TSR.

Target PSUs Awarded in 2021

  

Actual Performance as

Percent of Target

  PSUs Earned

159,096

  167.4%  266,326

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  Target PSUs

  

Actual Performance as a

  

PSUs

  Awarded in 2019

  

Percent of Target

  

Earned

  96,153

  200%  192,306

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

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Sarah Youngwood

EVP and CFO

Given Ms. Youngwood’s one-month period of employment with Nasdaq in 2023, a 2023 Total Target Direct Compensation Mix chart has not been included here.

2023 Performance Highlights

•  Strengthened stakeholder engagement, deepened relationships with investors, and raised greater awareness of our corporate strategy following the completion of the Adenza transaction.

•  Continued to execute Nasdaq’s capital allocation plan following the Adenza acquisition, including the repayment in December 2023 of $260 million of outstanding indebtedness from the Adenza acquisition term loan.

•  Commenced integration efforts with Nasdaq’s Management Committee, the Finance Department, and the broader Nasdaq team.

2023 and 2024 Compensation Elements

Ms. Youngwood joined Nasdaq on December 1, 2023 as EVP and CFO.

On September 1, 2023, the Management Compensation Committee approved Ms. Youngwood’s compensation, which consists of:

•  an annual base salary of no less than $700,000;

•  a one-time, sign-on cash bonus of $500,000;

•  an incentive award of $125,000 for 2023; and

•  a target annual cash incentive award of no less than $1,400,000, beginning in 2024.

On December 6, 2023, Ms. Youngwood received an equity award, which consisted of both a one-time welcome grant and her 2024 annual equity grant. The target grant date value was $10,000,000, comprised of (i) 89,541 RSUs, vesting 33% on the one year anniversary of the grant date, 33% on the second anniversary of the grant date, and the remaining 34% on the third anniversary of the grant date and (ii) 89,541 PSUs, which will vest as of December 31, 2026 and are subject to the performance measures as described under “Long-Term Incentive Compensation.” Ms. Youngwood will not receive an equity award in 2024, pursuant to the terms of her employment offer letter.

In accordance with the terms of her employment offer letter, the next equity award that Ms. Youngwood receives will have a target value of $6,000,000, and will be granted on or about April 1, 2025, with such award comprised of 80% of PSUs and 20% RSUs.

In setting Ms. Youngwood’s target annual compensation opportunity, including the 2025 equity award, the Management Compensation Committee reviewed historical market data for the Primary Peer Group, the Additional Peer Group, and, due to her background in banking and financial services, a broader array of companies across the S&P 500, as provided by Exequity.

 

 

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2021 Performance Highlights

 

  ·Type of Compensation  Drove Nasdaq’s financial stewardship efforts, which resulted in record performance for 2021, including net revenues of $3.4 billion, an increase of 18% over 2020. In addition, Solutions Segments revenues increased 21%, mostly due to organic growth.

2024 Annualized Amounts

(at Target)1

Base Salary

Fixed$700,000

Target Annual Cash Incentive Award

Performance-Based$1,400,000

Target Equity Award

Performance-Based (PSUs)$4,800,000

(Grant Date Face Value)

At-Risk (RSUs)$1,200,000

Total Target Compensation

$8,100,000

 

1.·

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

2023 Annual Cash Incentive Award

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

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

LOGO Executed consistent capital planning,

Tal Cohen

President

2023 Total Target Direct Compensation Mix

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2023 Performance Highlights

•  Led the acquisition of Adenza and established, and successfully launched, our new Financial Technology division, which enabledcombined: Nasdaq’s legacy anti-money laundering, surveillance, market technology, and trade management offerings; our Verafin anti-financial crime solutions; and our new AxiomSL and Calypso offerings from the CompanyAdenza acquisition.

•  Migrated Nasdaq’s GEMX options exchange to return approximately $1.3 billionAmazon Web Services, creating enhanced scalability, flexibility, and resiliency for exchange clients. The GEMX exchange is the second U.S. options exchange migrated to a cloud-enable market infrastructure.

•  Secured SEC approval for the first exchange artificial intelligence powered order type, Dynamic M-ELO (Midpoint Extended Life Order). Dynamic M-ELO will leverage artificial intelligence to provide real-time changes to holding periods for M-ELO participants, which can improve fill rates and reduce market impact.

•  Achieved Nasdaq-100 U.S. options volume growth of 56% in 2023, as compared to 2022. 

•  Maintained leadership in U.S. equities as the single largest exchange and maintained the highest market share in the U.S. multiply-listed options market.

2023 Compensation Elements

For 2023, the Management Compensation Committee increased Mr. Cohen’s base salary from $600,000 to $700,000 and target annual cash incentive award from $900,000 to shareholders$1,050,000, in 2021, including $943 million in share repurchaseseach case effective January 1, 2023. The Management Compensation Committee also increased the target grant date value of Mr. Cohen’s equity award from $2,000,000 to $2,500,000. In determining these compensation changes, the Management Compensation Committee assessed Mr. Cohen’s performance, the overall performance of our Market Services and $350 million in dividends. Completed the Company’s first accelerated share repurchase program.Financial Technology divisions, and market competitive positioning.

 

·Strengthened the Company’s balance sheet by refinancing and retiring the outstanding 1.75% senior notes due 2023 and issuing €615 million of 0.900% Senior Notes due 2033.

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

    Type of Compensation  

2023 Annualized

Amounts (at Target)  

 

2022 Annualized

Amounts (at Target)  

Base Salary

  Fixed  $700,000 $600,000

Target Annual Cash Incentive Award

  Performance-Based  $1,050,000 $900,000

Target Equity Award

  Performance-Based (PSUs)  $2,000,0001 $1,600,000

(Grant Date Face Value)

  At-Risk (RSUs)  $500,0001 $400,000

Total Target Compensation

     $4,250,000 $3,500,000

 

·Navigated the Company’s finances during the second year of the COVID-19 pandemic and market volatility, and led the successful closing of our acquisition of Verafin and the divestiture of our U.S. Fixed Income business.

·Enhanced the Company’s ESG practices and disclosures and expanded reporting to include TCFD and SASB standards, driving material improvement in scores/ratings from leading ESG research providers including Sustainalytics, ISS and CDP.

2021 Compensation Elements

Following Ms. Dennison’s promotion to EVP and CFO in March 2021, the Management Compensation Committee and Board increased her base salary from $450,000 to $550,000, and target annual cash incentive award from $450,000 to $750,000, effective March 1, 2021. Ms. Dennison’s base salary and target annual cash incentive award were both pro-rated for 2021 since the increases became effective after the beginning of the year. The Management Compensation Committee and Board also increased the target grant date value of Ms. Dennison’s equity award from $700,000 to $1,200,000. In determining these compensation changes, the Management Compensation Committee and Board assessed Ms. Dennison’s performance and the change in her role and responsibilities as the new CFO. Her total compensation was determined to be competitive to the market compensation as compared to other CFOs in our peer group.

Type of Compensation2021 Annualized
Amounts

  Base Salary

Fixed$550,000

  Target Annual Cash Incentive Award

Performance-Based$750,000

  Target Equity Award (Grant Date Face Value)

Performance-Based (PSUs)$960,0001
At-Risk (RSUs)$240,0001

  Total Target Compensation

$2,500,000

11.

Ms. DennisonMr. Cohen was awarded a target amount of 6,36336,764 PSUs, and 1,5909,191 RSUs, on April 1, 20213, 2023 with the terms and conditions described in the “Long-Term Incentive Compensation” section above.

20212023 Performance Goals – Annual Cash Incentive Award

Ms. DennisonMr. Cohen earned an annual incentive award paymentpayout of $1,415,845,$1,338,959, or 195%128% of target, based on the final achievement of her his pre-established, quantifiable performance goals, as described below.

 

Goal Type

  Goal  Goal
Weighting		  

Actual

Performance
as a Percent
of Target

  Award
Payout

Corporate Financial

  Corporate Operating Income (Run Rate)  15%  109%  $171,084
   Corporate Net Revenues  10%  111%  $116,386

Division Financial

  Market Platforms Operating Income  30%  100%  $315,000
   Market Platforms Revenue  20%  136%  $285,155

Strategic Initiatives

  Drive Economies Forward with Innovative Technology  5%  175%  $91,875
   Market Platforms: Modernize Markets to Create Sustainable and Trusted Financial Networks  5%  191%  $100,532
   Architect and Operate the World’s Best Markets  5%  153%  $80,427
   Division Enablement and Value Creation  5%  200%  $105,000

ESG

  Diversity and Culture  5%  140%  $73,500

Total

     100%  128%  $1,338,959  

  Goal Type

  

Goal

  

Goal

  

Actual

  Award Payout
    

Weighting

  

Performance

  
      

as a Percent

  
      

of Target

  

  Corporate

  

Corporate Operating Income

      

  Financial

  

(Run Rate)

  50%  200%  $727,939
   

Corporate Net Revenue

  20%  200%  $291,176

  Business Unit

  Finance Budget Expense  5%  200%  $72,794

  Financial

  Strategic

�� 

Complete Strategic Acquisitions and

      

  Initiatives

  

Divestitures

  7%  179%  $91,211
   

Enhance Nasdaq’s ESG Initiatives

  7%  200%  $101,911
   

Advance Data and Analytics Strategy

  6%  194%  $84,623

  Employee

  

Diversity, Inclusion, Belonging and

  5%  127%  $46,191

  Engagement

  

Engagement

         

  Total

     100%  195%  $1,415,845

Settlement of 20192021 PSU Award Based on Relative TSR

The following table below sets forth the number of PSUs that Ms. DennisonMr. Cohen earned as of December 31, 20212023 due to the performance results of her 2019his 2021 PSU award, which was based on relative TSR.

Target PSUs Awarded in 2021

  

Actual Performance as

Percent of Target

  PSUs Earned

23,862

  167.4%  39,944

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  Target PSUs

  

Actual Performance as a

  

PSUs

  Awarded in 2019

  

Percent of Target

  

Earned

  3,393

  200%  6,786

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

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P.C. Nelson Griggs

President

2023 Total Target Direct Compensation Mix

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2023 Performance Highlights

•  Maintained listings leadership in the U.S. Nasdaq led U.S. exchanges for operating company IPOs with an 81% total win rate in 2023.

•  Welcomed 103 U.S. operating company IPOs that raised more than $11 billion in proceeds, marking Nasdaq’s fifth consecutive year as the leading U.S. listing exchange in terms of both number of IPOs and proceeds raised. 18 companies also switched their listings to the Nasdaq Stock Market in 2023, totaling more than $377 billion in market value.

•  Led continued growth in the Index business, which generated $31 billion of exchange traded product net inflows, ending the year at $473 billion in assets under management linked to Nasdaq indices.

•  Supported the Company’s clients in launching 83 new products linked to Nasdaq indices, bringing to market robust solutions to meet investor demand.

•  Launched several ESG solutions, including: Nasdaq Metrio, an end-to-end platform designed to collect and report sustainability data integrating Nasdaq OneReport and Metrio legacy technologies; Nasdaq Sustainable Lens, a new artificial intelligence-powered SaaS platform aimed at helping companies and investors to navigate and utilize ESG data from across thousands of companies; and Nasdaq eVestment ESG Analytics, a platform providing greater transparency for the global institutional market so investors can make better data-driven decisions.

2023 Compensation Elements

As shown in the table below, for 2023, the Management Compensation Committee increased Mr. Griggs’ base salary from $600,000 to $700,000 and target annual cash incentive award from $900,000 to $1,050,000, in each case effective January 1, 2023. The Management Compensation Committee also increased the target grant date value of Mr. Griggs’ equity award from $2,000,000 to $2,500,000. In determining these compensation changes, the Management Compensation Committee assessed Mr. Griggs’ performance, the overall performance of our Capital Access Platforms division, and market competitive positioning.

 

 

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

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2021 Performance Highlights

    Type of Compensation  

2023 Annualized

Amounts (at Target)  

 

2022 Annualized

Amounts (at Target)  

Base Salary

  Fixed  $700,000 $600,000

Target Annual Cash Incentive Award

  Performance-Based  $1,050,000 $900,000

Target Equity Award

  Performance-Based (PSUs)  $2,000,0001 $1,600,000

(Grant Date Face Value)

  At-Risk (RSUs)  $500,0001 $400,000

Total Target Compensation

     $4,250,000 $3,500,000

 

·Investment Intelligence segment achieved a 20% year-over-year revenue increase, which was almost entirely due to organic growth.

·Delivered a 41% increase in new sales for our Analytics offerings of eVestment and Solovis as compared to 2020, due to strong user adoption across asset owners and asset managers.

·61 ETPs were launched tracking Nasdaq indexes, comprised of approximately $3 billion of AUM accumulated during 2021.

·Introduced Data Fabric, a managed data solution utilizing the Nasdaq Data Link platform, to help investment management firms scale their data infrastructure.

2021 Compensation Elements

As shown in the table below, for 2021, the Management Compensation Committee and Board increased Ms. Dillard’s base salary from $525,000 to $550,000, which was effective April 5, 2021, along with salary increases for other eligible Nasdaq employees. Since the target annual cash incentive award is based on a percentage of base salary, the salary increase resulted in a corresponding increase to Ms. Dillard’s target annual incentive award from $787,500 to $825,000. Both Ms. Dillard’s base salary and target annual cash incentive award amounts are pro-rated for 2021 since the increases became effective after the beginning of the year. The Management Compensation Committee and Board also increased the target grant date value of Ms. Dillard’s equity award by $100,000. In determining these compensation changes, the Management Compensation Committee and Board assessed Ms. Dillard’s performance and the overall performance of our Investment Intelligence segment. Her total compensation was determined to be market competitive when compared to similar business unit executives in our peer group.

   Type of 2021
Annualized		 2020
Annualized
   Compensation Amounts Amounts

Base Salary

  Fixed $550,000 $525,000

Target Annual Cash Incentive Award

  Performance-Based $825,000 $787,500

Target Equity Award

  Performance-Based (PSUs) $1,280,0001 $1,200,000

(Grant Date Face Value)

  At-Risk (RSUs) $320,0001 $300,00

Total Target Compensation

    $2,975,000 $2,812,500

11.

Ms. DillardMr. Griggs was awarded a target amount of 8,48536,764 PSUs, and 2,1219,191 RSUs, on April 1, 20213, 2023 with the terms and conditions described in the “Long-Term Incentive Compensation” section above.

20212023 Performance Goals – Annual Cash Incentive Award

Ms. Dillard earned an annual incentive award payment of $1,470,169, or 180% of target, based on the final achievement of her pre-established, quantifiable performance goals, as described below.

  Goal Type

  

Goal

  

Goal

  

Actual

  Award Payout
    

Weighting

  

Performance

  
      

as a Percent

  
      

of Target

  

  Corporate

  

Corporate Operating Income

      

  Financial

  

(Run Rate)

  25%  200%  $407,672
   

Corporate Net Revenue

  10%  200%  $163,069

  Business Unit

  Investment Intelligence Operating      

  Financial

  

Income

  20%  200%  $326,137
  

Investment Intelligence Nasdaq NEXT

      
   

Revenue

  5%  73%  $29,896
   

Investment Intelligence Revenue

  10%  200%  $163,069
   

Expand Market Data Growth

  5%  150%  $61,151

  Strategic

  Initiatives

  

Expand Asset Class and Launch New

Index Products

  7%  186%  $105,986
   

U.S. Public Policy Leadership

  6%  200%  $97,841
  

Expand Analytics and Workflow to

      
   

Service the Investment Community

  7%  131%  $74,767

  Employee

  

Diversity, Inclusion, Belonging

      

  Engagement

  

and Engagement

  5%  100%  $40,581

  Total

     100%  180%  $1,470,169

Settlement of 2019 PSU Award Based on Relative TSR

The table below sets forth the number of PSUs that Ms. Dillard earned as of December 31, 2021 due to the performance results of her 2019 PSU award, which was based on relative TSR.

  Target PSUs

  

Actual Performance as a

  

PSUs

  Awarded in 2019

  

Percent of Target

  

Earned

  26,268

  200%  52,536

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2021 Performance Highlights

Corporate Platforms segment achieved an 18% revenue increase year-over-year.

The Nasdaq Stock Market led U.S. exchanges for IPOs during 2021 and featured nine of the ten largest U.S.-based IPOs by capital raised.

The Nasdaq Stock Market welcomed 1,000 new company listings in 2021, including 752 IPOs representing $181 billion in capital raised, while Nasdaq’s European exchanges welcomed 207 new listings. The Nasdaq Stock Market added 33 new listings, which together with companies that transferred additional securities to Nasdaq, resulted in more than $360 billon in global equity market capitalization switched to Nasdaq.

Expanded the Direct Listings business by increasing our offering and value to prospective clients, resulting in the largest direct listing in history listing on Nasdaq.

Executed on key product initiatives for the ESG product suite, including the launch of OneReport 2.0, and expanded Nasdaq’s suite of ESG products and services.

2021 Compensation Elements

As shown in the table below, for 2021, the Management Compensation Committee maintained Mr. Griggs’ base salary, target annual cash incentive award, and target equity award compared to his 2020 compensation amounts. In determining these amounts, the Management Compensation Committee assessed Mr. Griggs’ individual performance and market competitive positioning to ensure his pay is competitive with the role and peers within his area of expertise.

    
   Type of
Compensation		  2021 Annualized
Amounts		  2020 Annualized
Amounts
 Base Salary  Fixed  $575,000  $575,000

 Target Annual Cash Incentive

 Award

  Performance-Based  $862,500  $862,500
 Target Equity Award  Performance-Based (PSUs)  $1,280,0001  $1,280,000
 (Grant Date Face Value)  At-Risk (RSUs)  $320,0001  $320,000
 Total Target Compensation     $3,037,500  $3,037,500

1

Mr. Griggs was awarded a target amount of 8,485 PSUs, and 2,121 RSUs, on April 1, 2021 with the terms and conditions described in the “Long-Term Incentive Compensation” section above.

2021 Performance Goals – Annual Cash Incentive Award

Mr. Griggs earned an annual incentive award payment of $1,640,065,$1,263,829, or 190%120% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below.

In acknowledgment of his strong performance in 2023 and in recognition that the external economic environment impacted both listings and corporate solutions sales, the Management Compensation Committee approved a $40,000 aggregate additional amount, or positive discretion, for Mr. Griggs for his overall cash incentive award for 2023.

 

     

Goal Type

  Goal  Goal
Weighting		  Actual
Performance
as a Percent
of Target		  Award Payout    

Corporate

Financial

  

Corporate Operating Income

(Run Rate)

  25%  200%  $431,250
   Corporate Net Revenue  10%  200%  $172,500

Business Unit

Financial

  Corporate Platforms Operating Income  15%  200%  $258,750
   Corporate Platforms Revenue  10%  200%  $172,500

Strategic

Initiatives

  IPO Success Rate  10%  192%  $165,600
   

Corporate Platforms Client Retention

and Expansion

  5%  159%  $68,526
   Build ESG Business Capability  5%  180%  $77,625
   

Expand Nasdaq Private Markets

Products and Services

  5%  200%  $86,250
   Expand Direct Listings  5%  141%  $60,806
   US Public Policy Leadership  5%  200%  $86,250

Employee

Engagement

  

Diversity, Inclusion, Belonging and

Engagement

  5%  139%  $60,008

Total

     100%  190%  $1,640,065

Goal Type

  Goal  Goal
Weighting		  

Actual

Performance 
as a Percent

of Target

  Award
Payout

Corporate Financial

  Corporate Operating Income (Run Rate)  15%  109%  $171,084
   Corporate Net Revenues  10%  111%  $116,386

Division Financial

  Capital Access Platforms Operating Income  30%  93%  $294,000
   Capital Access Platforms Revenue  20%  96%  $201,590

Strategic Initiatives

  ESG Revenue Expansion + Product Initiatives  6%  94%  $59,409
   Data Asset Strategy  6%  200%  $126,000
   Listings Success  4%  158%  $66,360
   Index Business Transformation  4%  200%  $84,000

ESG

  Diversity and Culture  5%  200%  $105,000

Total

     100%  117%  $1,223,829

Positive Discretion

           $40,000

Adjusted Total

        120%  $1,263,829 

Settlement of 20192021 PSU Award Based on Relative TSR

The table below sets forth the number of PSUs that Mr. Griggs earned as of December 31, 20212023 due to the performance results of his 20192021 PSU award, which was based on relative TSR.

 

   

Target PSUs

Awarded in 2019

  

Actual Performance as a

Percent of Target

  

PSUs

Earned

16,968

  200%  33,936

Target PSUs Awarded in 2021

  

Actual Performance as

Percent of Target

  PSUs Earned

25,455

  167.4%  42,611

 

 

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2021 Performance Highlights

 

Led the negotiation and development of the AWS partnership and development of the technology infrastructure to enable

LOGO

Brendan Brothers

EVP and Head of Financial Crime Management Technology

2023 Total Target Direct Compensation Mix

LOGO

2023 Performance Highlights

•  Increased Financial Crime Management Technology’s ARR to $226 million in 2023, representing 24% ARR growth over 2022.

•  Led Verafin’s strong client development efforts to move upmarket to larger Tier 1 and Tier 2 clients, with three Tier 1 clients and four Tier 2 clients signed during 2023.

•  Demonstrated the continued strength of Verafin’s core business with small and medium banks by winning more than 230 new small and midsize business clients in 2023.

•  Strengthened Verafin’s partnerships with new and current clients, enabling strong revenue retention, renewals and new orders from existing clients, and improved efficiency in sales execution to secure new clients and growth opportunities.

•  Expanded the customer reach through winning multiple new clients utilizing Financial Crime Management Technology’s fraud detection and anti-money laundering solutions.

2023 Compensation Elements

In connection with his appointment to Executive Vice President and Head of Financial Crime Management Technology in September 2023, the Management Compensation Committee increased Mr. Brothers’ base salary from $400,000 to $500,000 and target annual cash incentive award from $500,000 to $750,000, in each case effective September 19, 2023. The Management Compensation Committee also approved the target grant date value of Mr. Brothers’ equity award of $1,000,000, which was unchanged from the prior amount. In determining these compensation changes, the Management Compensation Committee assessed Mr. Brothers’ performance, the overall performance of the Anti-Financial Crime division (which is now part of the Financial Technology division), and market competitive positioning.

Additionally, in recognition of Mr. Brothers accepting the role as Interim Head of our Financial Crime Management Technology business in March 2023, Mr. Brothers received a one-time equity award of RSUs with a grant date value of $500,000 on April 3, 2023, which award fully vested on April 3, 2024. The Management Compensation Committee intended this grant to motivate and reward Mr. Brothers for a short-term, interim leadership period.

In connection with our acquisition of Verafin in 2020, we adopted the Verafin Management Incentive Plan for certain former Verafin employees, including Mr. Brothers.

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2024 | Nasdaq to begin migrating North American exchanges to the cloud, utilizing a new edge computing solution that was co-designed by Nasdaq and AWS for market infrastructure.Proxy Statement | EXECUTIVE COMPENSATION

 

Completed the technical launch of Fusion for the Nordic Equity Derivatives Market, our second market on our new Fusion platform.

The surrounding systems technology roadmap advanced significantly in the Nordics, including through the deployment of the Nasdaq Data Warehouse and the standardization of market operations tools.

Developed the trading application services framework for our exchanges and delivered enhanced Nasdaq Financial Framework clearing applications.

Continued to lead the Global Technology team, during the second year of COVID-19, in a completely remote environment with record volumes in trading activity and IPOs.

2021 Compensation Elements

For 2021, the Management Compensation Committee maintained Mr. Peterson’s base salary and target annual cash incentive award. The Management Compensation Committee increased the target grant date face value of his equity award by $100,000. In determining this compensation change, the Management Compensation Committee assessed Mr. Peterson’s individual performance and the overall performance of our Global Technology Organization. His total compensation was determined to be competitive as compared to CIOs and CTOs in our peer group.

    
   Type of
Compensation		  2021 Annualized
Amounts		  2020 Annualized
Amounts
Base Salary  Fixed  $600,000  $600,000

Target Annual Cash Incentive

Award

  Performance-Based  $900,000  $900,000
Target Equity Award  Performance-Based (PSUs)  $1,520,0001  $1,440,000
(Grant Date Face Value)  At-Risk (RSUs)  $380,0001  $360,000
Total Target Compensation     $3,400,000  $3,300,000

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

 

  1Type of Compensation

2023 Annualized Amounts

(at Target)

Base Salary

Fixed$500,0001

Target Annual Cash Incentive Award

Performance-Based$750,0001

Target Equity Award

Performance-Based (PSUs)$1,000,0002

(Grant Date Face Value)

At-Risk (RSUs)— 2

Total Target Compensation

$2,250,000

1.

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

2.

Mr. Brothers was awarded a target amount of 10,07618,382 PSUs and 2,519 RSUs, on April 1, 20213, 2023 with the terms and conditions described in the “Long-Term Incentive Compensation” section above. Mr. Brothers was awarded a one-time equity award of 9,191 RSUs on April 3, 2023 in connection with his promotion to Interim Head of Anti-Financial Crime (now Financial Crime Management Technology). This award was separate from his 2023 equity award that comprises part of his annual compensation.

20212023 Performance Goals – Annual Cash Incentive Award

Mr. PetersonBrothers earned an annual incentive award payoutpayment of $1,746,459,$964,612, or 194%150% of target, based on the final achievement of his pre-established, quantifiable performance goals, as described below. Upon the organizational structure changes following the acquisition of Adenza, Verafin is now included in the Financial Crime Management Technology sub-segment of our Financial Technology segment.

Goal Type

  Goal  Goal
Weighting		  

Actual

Performance
as a Percent 

of Target

  Award
Payout

Corporate Financial

  Corporate Operating Income (Run Rate)  15%  109%  $104,726
   Corporate Net Revenues  10%  111%  $71,244

Division Financial

  Anti-Financial Crime Operating Income  30%  200%  $385,644
   Anti-Financial Crime Revenue  20%  100%  $128,548

Strategic Initiatives

  Expand Anti-Financial Crime  8%  200%  $102,838
   Nasdaq Trade Surveillance Thematic Goal: “Invest to Grow”  5%  131%  $42,099
   Nasdaq Market Surveillance Thematic Goal: “Maintain Market Position”  5%  123%  $39,529
   Continue Verafin Integration  7%  200%  $89,984

Total

     100%  150%  $964,612 

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

     

Goal Type

  Goal  Goal
Weighting		  Actual
Performance
as a Percent
of Target		  Award Payout

Corporate

Financial

  

Corporate Operating Income

(Run Rate)

  50%  200%  $900,000
   Corporate Net Revenue  20%  200%  $360,000

Strategic

Initiatives

  

Launch Fusion for the Nordic Equity

Derivatives Market

  5%  200%  $90,000
   

Advance Cloud-Based System

Migrations

  5%  200%  $90,000
   Market Technology Initiatives  5%  150%  $67,500
   

System Reliability and Operational

Excellence

  5%  196%  $87,978
   Maturing Nasdaq Financial Framework  5%  199%  $89,757

Employee

Engagement

  

Diversity, Inclusion, Belonging and

Engagement

  5%  136%  $61,224

Total

     100%  194%  $1,746,459

LOGO    

Ann M. Dennison

Former EVP and CFO

2023 Total Target Direct Compensation Mix

LOGO

2023 Performance Highlights

•  Led the successful financing of the $10.5 billion Adenza transaction, including the issuance of approximately $5 billion in senior notes.

•  Drove Nasdaq’s finance stewardship efforts, which delivered broad-based revenue growth, including a record revenue year in 2023, an increase in ARR, and strong growth in our Solutions businesses.

•  Maintained the Company’s practice of returning capital to shareholders, including more than $700 million in dividends and share repurchases in 2023.

•  Extended the Company’s leadership in sustainability and ESG reporting, resulting in the Company maintaining or improving its scores/ratings from most leading sustainability and ESG analysts.

2023 Compensation Elements

The Management Compensation Committee increased Ms. Dennison’s base salary from $575,000 to $650,000 and target annual cash incentive award from $862,500 to $975,000, effective April 2, 2023. The Management Compensation Committee also increased the target grant date value of Ms. Dennison’s equity award from $1,500,000 to $2,000,000. In determining these compensation changes, the Management Compensation Committee assessed Ms. Dennison’s performance and market competitive positioning.

Ms. Dennison ceased serving as EVP and CFO on December 1, 2023, and served as an advisor to the Company during the period of December 1, 2023 through December 31, 2023 to facilitate an orderly transition.

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

    Type of Compensation  

2023 Annualized

Amounts (at Target) 

 

2022 Annualized

Amounts (at Target) 

Base Salary

  Fixed  $650,000 $575,000

Target Annual Cash Incentive Award

  Performance-Based  $975,000 $862,500

Target Equity Award

  Performance-Based (PSUs)  $1,600,0001 $1,200,000

(Grant Date Face Value)

  At-Risk (RSUs)  $400,0001 $300,000

Total Target Compensation

     $3,625,000 $2,937,500

1.

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

2023 Performance Goals – Annual Cash Incentive Award

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

Goal Type

  Goal  Goal
Weighting		  

Actual

Performance

as a Percent
of Target

  Award
Payout

Corporate Financial

  Corporate Operating Income (Run Rate)  55%  109%  $565,742
   Corporate Net Revenues  20%  111%  $209,927

Strategic Initiatives

  Finance & Workplace - Amplifying Business Success  5%  175%  $82,858
   Finance & Workplace - Excellence in Sustainability  5%  184%  $87,120
   Finance & Workplace Transformation  5%  200%  $94,695
   Continue Verafin Integration  5%  200%  $94,695

ESG

  Diversity and Culture  5%  200%  $94,695

Total

     100%  130%  $1,229,732 

Settlement of 20192021 PSU Award Based on Relative TSR

The following table below sets forth the number of PSUs that Mr. PetersonMs. Dennison earned as of December 31, 20212023 due to the performance results of his 2019her 2021 PSU award, which was based on relative TSR.

Target PSUs Awarded in 2021

  

Actual Performance as

Percent of Target

  PSUs Earned

19,089

  167.4%  31,954

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

   

Target PSUs

Awarded in 2019

  

Actual Performance as a

Percent of Target

  

PSUs

Earned

20,361

  200%  40,722

Separation Agreement

On August 29, 2023, the Company announced that Ms. Ann M. Dennison, the Company’s EVP and CFO, would cease serving as the CFO of the Company effective as of December 1, 2023. Ms. Dennison remained employed as an advisor to the Company through December 31, 2023 to facilitate an orderly transition.

The Management Compensation Committee of the Board of Directors approved a General Release and Separation Agreement between the Company and Ms. Dennison (the “Separation Agreement”). The Separation Agreement memorialized the terms of Ms. Dennison’s separation from Nasdaq, which the Management Compensation Committee determined qualified for compensation, benefits, and equity vesting consistent with existing Nasdaq policy and historical practice for previously exiting executives at this level.

The Separation Agreement provided that Ms. Dennison received a 2023 bonus payment of $1,229,732 under our ECIP based upon her performance.

In addition, Ms. Dennison received the following payments and benefits under the terms of the Separation Agreement, subject to her continued service through December 31, 2023 and compliance with the terms of the Separation Agreement:

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

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

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

•18 months of financial and tax services; and

•12 months of outplacement services.

The Separation Agreement also includes a non-competition provision for a period of one year following the end of Ms. Dennison’s employment, as well as customary provisions regarding non-solicitation, non-disparagement, and confidentiality.

In connection with her separation, Ms. Dennison forfeited all RSUs and PSUs scheduled to vest following 18 months from her termination of employment.

 

 

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Other Aspects of Our Executive Compensation Program

General Equity Award Grant Practices

The Management Compensation Committee and the Board approve annual equity awards during regular first quarterfirst-quarter meetings, which are scheduled well in advance and without regard to any material Company news announcements.

We believe that the current and expected expense and share utilization are reasonable and justified in light of the Management Compensation Committee’s goals of aligning the long-term interests of officers and employees with those of shareholders and rewarding officers for long-term relative TSR growth while retaining a strong management team. We actively monitor the expense and share utilization associated with annual grants and are committed to adjusting grant practices if and when appropriate.

Throughout the performance periods for equity awards, the Management Compensation Committee receives updates on the executives’ progress in achieving applicable performance goals and monitors the compensation expense and share run rate that the Company is incurring for outstanding equity awards.

The reference price for calculating the value of equity awards granted is the closing market price of Nasdaq’s common stock on the date of grant.grant date. Existing equity ownership levels are not a factor in award determinations as we do not want to discourage senior executives from holding significant amounts of our common stock.

Benefits

We provide a comprehensive benefits program to our executive officers, including the NEOs, which mirrors the program offered to all employees of the Company. These benefits include, among other components, a 401(k) plan with 6% matching contributions,retirement savings programs, health and welfare benefits, and participation in the Company’s ESPP. Under these plans, our NEOs participate on the same terms as other employees.

Prior to 2007, Nasdaq offered a defined benefit pension program, which was frozen in 2007. The plan doesdid not allow any new participants, and for existing participants, future service and salary dodid not contribute to the benefit accrual under the plan. Employees hired prior tobefore the freeze date continuecontinued to receive credit for service required for the vesting of the benefit. None of theNo NEOs, other thanbesides Ms. Friedman, participateparticipated in the defined benefit pension program. In June 2023, we terminated the pension plan, and Ms. Friedman received a distribution in December 2023 for the amount she had accrued during her time of service.

Severance

Except in employment agreements and other agreements for certain executive officers as described in this Proxy Statement, we are not obligated to pay general severance or other enhanced benefits to any NEO upon termination of his or her employment. However, the Management Compensation Committee and/or the Board has the discretion to pay severance. Severance decisions do not influence other compensation decisions, which are focused on motivating our executives to remain with Nasdaq and contribute to our future success.

Change in control severance is addressed in employment agreements for certain NEOs, as described in this Proxy Statement, and in a change in control severance policy for NEOs without an employment agreement. We believe that the terms for triggering payment under these arrangements are appropriate. For example, these arrangements use what is known as a “double trigger,” meaning that severance resulting from a change in control is paid only upon the occurrence of both a change in control of the Company and a qualifying loss of employment. In addition, a change in control under these arrangements is limited to situations where the acquiror obtains a majority of Nasdaq’s voting securities or the current members of our Board (or their approved successors) cease to constitute a majority of the Board. We do not provide tax gross-ups in connection with the change in control excise tax.

For further information on Nasdaq’s limited severance arrangements, see “Employment Agreements”Agreements and “Termination Due toPotential Payments Upon Termination or Change in Control (“Double Trigger”).Control.”

 

 

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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

Other

Because our executive compensation program emphasizes pay for performance, it includes few perquisites for our executives. Under her employment agreement, for security reasons, we provide Ms. Friedman with a company car and a security-trained driver for use when conducting Nasdaq business. Any incremental expense incurred as a result of her use of the car and driver for personal reasons is reported in the Summary Compensation Table included below under “Executive Compensation.” NEOs are eligible to receive basic financial planning services and executive health exams. In addition, like all employees and contractors, our executives are eligible to receive 100% corporate matching funds (and sometimes more for specific initiatives approved by the Company) for donations to an IRS-registered, 501(c)(3)-compliant organization.organization, subject to certain limits. Participation in each of these programs is voluntary. We do not provide tax gross-up payments on perquisites.

Risk Mitigation and Other Pay Practices

Risk Assessment of Compensation Program

We monitor the risks associated with our compensation program on an ongoing basis. In March 2022,April 2024, both the Management Compensation Committee and the Audit & Risk Committee were presented with the results of our annual formal assessment of our employee compensation program in order to evaluate the risks arising from our compensation policies and practices. This risk assessment report reflected a comprehensive review and analysis of the components of our compensation program. The Management Compensation Committee and the Audit & Risk Committee both concluded, based on the risk assessment report’s findings, that any risks arising from our compensation program are not reasonably likely to have a material adverse effect on the Company.

The risk assessment was performed by an internal working group consisting of employees in People@ Nasdaq,People@Nasdaq, Group Risk Management, and the Internal Audit Department, as well as in the Offices of the General Counsel and Corporate Secretary. The findings were presented to the Global Risk Management Committee, which concurred with the working group’s report. The risk assessment included the following steps:

 

collection and review of our compensation policies and pay structures;

•collection and review of our compensation policies;

 

development of a risk assessment scorecard, analysis approach and timeline; and

•development of a risk assessment scorecard, analysis approach, and timeline; and

 

•review and evaluation of controls that might mitigate risk-taking (e.g., equity vesting structure, incentive recoupment policy, and stock ownership guidelines).

review and evaluation of controls that might mitigate risk-taking (e.g., equity vesting structure, incentive recoupment policy and stock ownership guidelines).

Stock Ownership Guidelines

We recognize the importance of stock ownership as an essential means of closely aligning the interests of our executives with the interests of our shareholders. In addition to using equity awards as a primary long-term incentive compensation tool, we have stock ownership guidelines in place for our senior executives, including our NEOs. Under its charter, the Management Compensation Committee is responsible for reviewingreviews the stock ownership guidelines annually and verifyingverifies compliance.

Under the guidelines, the covered executives are expected to own specified dollar amounts of our common stock based on a multiple of their base salary, as set forth in the table below.

 

Title

  

Value of

Shares Owned

PresidentChair and CEO

  6x6 x base salary

CFOPresidents

  4x4 x base salary

EVPsCFO

  3x4 x base salary

Other EVPs

3 x base salary

 

 

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Individual holdings, shares jointly owned with immediate family members or held in trust, sharesRSUs (whether vested or units of restricted stock (including vested and unvested), shares underlying PSUs after completion of the performance period, and shares purchased or held through our plans, such as the Nasdaq ESPP, count toward satisfying the guidelines. New executives and executives who incur a material change in their responsibilities are expected to meet the applicable level of ownership within five years of their start date or the date of the change in responsibilities. All of the NEOs who were required to comply with the guidelines on December 31, 20212023 were in compliance with the guidelines as of that date.at such time.

Stock Holding Guidelines

We encourage our senior executives to retain equity grants until the applicable stock ownership level discussed above is reached. Under the stock ownership guidelines, these officers must hold the specified dollar amounts of stock through the end of their employment with Nasdaq. We feel that our guidelines provide proper alignment of the interests of our management and our shareholders and therefore, we do not have additional stock holding requirements beyond the stock ownership guidelines.

Trading Controls and Hedging and Pledging Policies

We prohibit directors and executive officers from engaging in securities transactions that allow them either to insulate themselves or profit from a decline in Nasdaq’s stock price (with the exception of selling shares outright in accordance with applicable laws and regulations). Specifically, these individuals may not enter into hedging transactions with respect to Nasdaq’s common stock, including short sales and transactions in derivative securities. Finally, these individuals may not pledge, hypothecate, or otherwise encumber their shares of Nasdaq common stock, including by holding such shares in a margin account.

We permit all employees, including the NEOs, to enter into plans established under Rule 10b5-1 of the Exchange Act, enabling them to trade in our stock, including stock received through equity grants, during periods in which they might not otherwise be able to trade because material nonpublic information about Nasdaq has not been publicly released. These plansmay include specific instructions to a broker to trade on behalf of the employee if our stock price reaches a specified level or if certain other events occur and therefore,occur. Therefore, the employee no longer controls the decision to trade or the timing of the trade. Additionally, all 10b5-1 plans adopted by our executive officers and directors are subject to applicable SEC regulations.

Incentive Recoupment PolicyPolicies

The Board and Management Compensation CommitteeWe have adopted anthe following incentive recoupment, or “clawback,” policies.

•We updated our long-standing compensation recoupment policy, which is applicable to officers with the rank of SVP and above. The policy provides that the Company may recoup cash or equity-based compensation, either discretionary or performance-based (excluding salary or vested tax-qualified employee retirement benefits) that was incorrectly paid or awarded due to a financial reporting error, whether or not such individual’s conduct contributed to the financial statement reporting error. Compensation can also be recouped based on breaches of Nasdaq policy or applicable legal, contractual, or regulatory requirements in connection with service to Nasdaq; actions resulting in significant reputational or financial harm to Nasdaq; breaches of fiduciary duty to Nasdaq; willful misconduct, gross negligence, material dishonesty, or fraud; or any other actions taken by an applicable person in the course of such person’s service that the Management Compensation Committee deems necessary to be subject to the policy.

•We adopted our Supplemental Executive Officer Recoupment Policy in response to the Dodd-Frank Act, SEC rules, and Nasdaq Stock Market listing requirements. The policy requires Nasdaq to recover certain incentive-based compensation received by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The recoverable compensation is that compensation which was received during the three-year period preceding the date on which the accounting restatement was required. The clawback pertains to any excess income derived by an executive officer based on materially inaccurate accounting statements. This policy applies to all incentive-based compensation (including cash bonus payments) received by our current and former Section 16 officers on or after October 2, 2023, the effective date specified in the Nasdaq Stock Market listing standards.

LOGO

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Additionally, our CEO and CFO are subject to the clawback provisions of the Sarbanes-Oxley Act of 2002, which provide that is applicableif we are required to officers withprepare an accounting restatement because of “misconduct,” the rankCEO and CFO are required to reimburse us for any incentive or equity-based compensation received and profits from selling Nasdaq securities during the year following issuance of EVP and above. The policy provides that the Company may recoup any cash or equity incentive payments predicated upon the achievement ofinaccurate financial results or operating metrics that are subsequently determined to be incorrect on account of material errors, material omissions, fraud or misconduct.statements.

Tax and Accounting Implications of Executive Compensation

The Management Compensation Committee considers income tax and other consequences of individual compensation elements when it is analyzing the overall level of compensation and the mix of compensation among individual elements. Depending upon the relevant circumstances at the time, the Management Compensation Committee may determine to award compensation that is not deductible. In making this determination, the Management Compensation Committee balances the purposes and needs of our executive compensation program against potential tax and other implications.

Generally, under U.S. GAAP, compensation is expensed as earned. We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award.

 

 

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Management Compensation Committee Report

The Management Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management. After such discussions, the Management Compensation Committee recommended to Nasdaq’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Form 10-K.

The Management Compensation Committee

 

LOGOLOGO

Management Compensation Committee Interlocks

and Insider Participation

None of the members of the Management Compensation Committee is an executive officer, employee, or former officer of Nasdaq. With the exception of Ms. Friedman, none of Nasdaq’s executive officers serves as a current member of the Nasdaq Board. None of Nasdaq’s executive officers serves as a director or a member of the compensation committee of any entity that has one or more executive officers serving on the Nasdaq Board or Management Compensation Committee.

 

 

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Executive Compensation Tables

The following tables, narrative, and footnotes present the compensation of the NEOs during 20212023 in the format mandated by the SEC.

20212023 Summary Compensation Table

 

          

Name and Principal

Position

  Year  

Salary

($)

  

Bonus

($)1

  

Stock

Awards

($)2

  

Option

Awards

($)

  

Non-Equity

Incentive Plan

Compensation

($)3

  

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings ($)4

  

All Other

Compensation

($)5

  Total ($)

Adena T. Friedman

President and CEO

  

 

2021

  

 

$1,250,000

  

 

—

  

 

$12,864,768

  

 

—

  

 

$5,799,474

  

 

—

  

 

$51,651

  

 

$19,965,893

  

 

2020

  

 

$1,176,163

  

 

—

  

 

$10,397,565

  

 

—

  

 

$4,081,857

  

 

$98,334

  

 

$53,699

  

 

$15,807,618

  

 

2019

  

 

$1,000,000

  

 

—

  

 

$9,251,842

  

 

—

  

 

$3,437,372

  

 

$132,281

  

 

$47,792

  

 

$13,869,287

Ann M. Dennison6

EVP and CFO

  2021  $529,630  —  $1,543,459  —  $1,415,845  —  $31,891  $3,520,825

Michael Ptasznik7

Former EVP, Corporate

Strategy and CFO

  

 

2021

  

 

$150,637

  

 

—

  

 

—

  

 

—

  

 

$151,541

  

 

—

  

 

$6,944

  

 

$309,122

  

 

2020

  

 

$617,596

  

 

—

  

 

$2,195,005

  

 

—

  

 

$1,438,673

  

 

—

  

 

$39,950

  

 

$4,291,224

  

 

2019

  

 

$600,000

  

 

—

  

 

$1,959,135

  

 

—

  

 

$1,332,971

  

 

—

  

 

$35,402

  

 

$3,927,508

Lauren B. Dillard

Former EVP,

Investment Intelligence

  

 

2021

  

 

$542,593

  

 

—

  

 

$2,058,297

  

 

—

  

 

$1,470,169

  

 

—

  

 

$35,402

  

 

$4,106,461

  

 

2020

  

 

$525,000

  

 

—

  

 

$1,732,894

  

 

—

  

 

$1,300,481

  

 

—

  

 

$45,572

  

 

$3,603,947

  

 

2019

  

 

$262,500

  

 

$1,500,000

  

 

$5,395,185

  

 

—

  

 

$1,265,514

  

 

—

  

 

$21,519

  

 

$8,444,718

P.C. Nelson Griggs

EVP, Corporate

Platforms

  

 

2021

  

 

$575,000

  

 

—

  

 

$2,058,297

  

 

—

  

 

$1,640,065

  

 

—

  

 

$18,778

  

 

$4,292,140

  

 

2020

  

 

$567,596

  

 

—

  

 

$1,848,444

  

 

—

  

 

$1,478,329

  

 

—

  

 

$23,407

  

 

$3,917,416

  

 

2019

  

 

$535,577

  

 

—

  

 

$1,632,661

  

 

—

  

 

$1,151,808

  

 

—

  

 

$16,800

  

 

$3,336,846

Bradley J. Peterson

EVP and CIO/CTO

  

 

2021

  

 

$600,000

  

 

—

  

 

$2,444,286

  

 

—

  

 

$1,746,459

  

 

—

  

 

$35,925

  

 

$4,826,670

  

 

2020

  

 

$600,000

  

 

—

  

 

$2,079,456

  

 

—

  

 

$1,346,172

  

 

—

  

 

$44,950

  

 

$4,070,578

  

 

2019

  

 

$585,577

  

 

—

  

 

$1,959,135

  

 

—

  

 

$1,229,270

  

 

—

  

 

$40,091

  

 

$3,814,073

  Name and Principal
  Position		  Year  Salary ($)  Bonus ($)1  

Stock

Awards ($)2

  

Option

Awards ($)3

  

Non-Equity

Incentive Plan

Compensation

($)4

  

All Other

Compensation

($)5

  Total ($)

Adena T. Friedman

  2023  $1,250,000  —  $12,551,660  —  $4,653,812  $43,280  $18,498,752 

Chair and CEO

  2022  $1,250,000  —  $12,378,830  $9,999,975  $4,372,748  $43,752  $28,045,305
   2021  $1,250,000  —  $12,864,768  —  $5,799,474  $51,651  $19,965,893

Sarah Youngwood

 

EVP and CFO

  2023  $43,077  $500,000  $10,863,114  —  $125,000  $15,000  $11,546,191

Ann M. Dennison

  2023  $629,808  —  $2,683,143  —  $1,229,732  $2,107,538  $6,650,221

Former EVP and CFO

  2022  $568,269     $1,547,306     $1,144,020  $37,560  $3,297,155
   2021  $529,630  —  $1,543,459  —  $1,415,845  $31,891  $3,520,825

Tal Cohen

  2023  $698,077  —  $2,413,740     $1,338,959  $19,800  $4,470,576

President

  2022  $586,539  —  $5,488,332  —  $1,420,551  $18,300  $7,513,722

P.C. Nelson Griggs

  2023  $698,077     $2,413,740     $1,263,829  $19,800  $4,395,446

President

  2022  $593,269  —  $5,466,064  —  $1,290,492  $18,300  $7,368,125
   2021  $575,000  —  $2,058,297  —  $1,640,065  $18,778  $4,292,140

Brendan Brothers6

 

EVP and Head of Financial Crime Management Technology

  2023  $419,523  —  $1,459,255  —  $3,320,782  $24,270  $5,223,830

 

1.

The amount reported in this column reflects a one-time cash sign-on bonus for Ms. Dillard,Youngwood, who began employment as EVP Investment Intelligenceand CFO on June 17, 2019.December 1, 2023. This amount was set forth in Ms. Youngwood’s employment offer letter.

 

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, 20212023 included in our Form 10-K. Since the 20212023 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.

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 2021 TSR performance relative to peer companies, the Monte Carlo simulation model assigned a higher value to each 2021 three-year PSU than the closing price of Nasdaq’s stock on the grant date. Therefore, the value reflected in the 2021 Summary Compensation Table does not reflect the target grant date face value shown in the Long-Term Incentive Compensation section of the Compensation Discussion and Analysis in this proxy statement. There is no assurance that the target grant date face values or FASB ASC Topic 718 fair values will ever be realized. The table below summarizes the target grant date face value of PSU grants that the Management Compensation Committee and the Board approved for the NEOs compared to the FASB ASC Topic 718 fair value.

     

Name

  Year  Target PSUs (#)  

Target Grant Date

Face Value ($)

  

FASB ASC Topic 718

Fair Value ($)

Adena T. Friedman

  2021  53,032  $8,000,000  $10,933,607

Ann M. Dennison

  2021  6,363  $960,000  $1,311,860

Michael Ptasznik

  2021  —  —  —

Lauren B. Dillard

  2021  8,485  $1,280,000  $1,749,352

P.C. Nelson Griggs

  2021  8,485  $1,280,000  $1,749,352

Bradley J. Peterson

  2021  10,076  $1,520,000  $2,077,369

 

3.

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 2023 TSR performance relative to peer companies, the Monte Carlo simulation model assigned a lower value to each 2023 three-year PSU than the closing price of Nasdaq’s stock on the grant date. For Ms. Youngwood’s PSU grant, the Monte Carlo simulation model assigned a higher value to her 2023 three-year PSU than the closing price of Nasdaq’s stock on the grant date. Therefore, the value reflected in the 2023 Summary Compensation Table does not reflect the target grant date face value shown in the Long-Term Incentive Compensation section of the Compensation Discussion and Analysis in this Proxy Statement. There is no assurance that the target grant date face values or FASB ASC Topic 718 fair values will ever be realized. The table below summarizes the target grant date face value of PSU grants that the Management Compensation Committee and the Board approved for the NEOs compared to the FASB ASC Topic 718 fair value.

In connection with Ms. Dennison’s exit from the Company, the amounts reported in this column also reflect the additional accounting expense of $752,203 that resulted from the accounting treatment of Ms. Dennison’s awards as a part of her Separation Agreement.

  Name  Year  Target PSUs (#)  

Target Grant Date Face

Value ($)

  

FASB ASC Topic 718 Fair

Value ($)

Adena T. Friedman

  2023  191,176  $10,400,000  $10,048,211

Sarah Youngwood

  2023  89,541  $5,000,000  $6,000,142

Ann M. Dennison

  2023  29,411  $1,600,000  $1,545,842

Tal Cohen

  2023  36,764  $2,000,000  $1,932,316

P.C. Nelson Griggs

  2023  36,764  $2,000,000  $1,932,316

Brendan Brothers

  2023  18,382  $1,000,000  $966,158

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, 2023 included in our Form 10-K.

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. For Mr. Brothers, this column includes: (i) $964,612, the amount of his annual incentive award under the ECIP and (ii) $2,356,170 paid pursuant to the MIP, as further described in this Proxy Statement.

 

 

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4.5.

The amounts reported in this column reflect the actuarial increase in the present value of the NEOs’ benefits under all pension plans established by Nasdaq. Ms. Fried- man is the only NEO that participates in the defined benefit pension plan, which was frozen in 2007. No amount is reported in this column for Ms. Friedman for 2021 as the actuarial present value of her benefits under the pension plans decreased by $22,419. Assumptions used in calculating the amounts reported include a 2.80% discount rate as of December 31, 2021, a 2.50% discount rate as of December 31, 2020, a 3.20% discount rate as of December 31, 2019, a 4.45% discount rate as of De- cember 31, 2018, retirement at age 62 (which is the earliest age at which a participant may retire and receive unreduced benefits under the plans) and other assumptions used as described in Note 10 to the Company’s audited financial statements for the fiscal year ended December 31, 2021 included in our Form 10-K. None of the NEOs received above-market or preferential earnings on deferred compensation in 2021, 2020 or 2019.

5.

The following table sets forth the 20212023 amounts reported in the “All Other Compensation” column by type. The incremental cost of Ms. Friedman’s personal use of her company car (including commutation)commuting expenses) is calculated based on an allocation of the cost of the driver, lease, tolls, fuel, parking, maintenance, and other related expenses. For Ms. Youngwood, the amount reflected as “Legal Expenses” represents the amount paid by the Company on her behalf to her legal counsel in connection with the negotiation of her employment offer letter and pursuant to the legal expense reimbursement provision of the employment offer letter. For Ms. Dennison, the amounts set forth for her separation payment, outplacement services, and health & welfare benefits continuation, and a portion of the amount set forth for her financial/tax planning services, were paid pursuant to her Separation Agreement, as further described on page 91 of this Proxy Statement. For Mr. Brothers, the Company’s matching retirement savings contributions are made in accordance with a Canadian retirement savings program.

 

 

Name

  

Contribution to the

401(k) Plan ($)

  

Cost of Executive

Health Exam ($)

  

Cost of Financial/

Tax Planning

Services ($)

  

Incremental Cost

of Personal Use of

Company Car ($)

  

Matching

Charitable

Donations ($)8

  

Total All Other

Compensation ($)

Name

  

Contribution  

to 401(k)

Plan or

or Other

Retirement

Savings

Plan

  

Wellness  

Bonus

($)

  

Financial/  

Tax

Planning

Services

($)

  

Incremental  

Cost of

Personal

Use of

Company

Car ($)

  

Separation  

Payment

($)

  

Outplacement  

Services

($)

  

Health &  

Welfare

Benefits

Continu-
ation

($)

  

Legal

Expenses  

($)

  

Total All Other

Compensation ($) 

Adena T. Friedman

  $17,400  —  $17,735  $14,516  $2,000  $51,651

Adena T. Friedman

  $19,800  —  $19,095  $4,385  —  —  —  —  $43,280

Sarah Youngwood

Sarah Youngwood

  —  —  —  —  —  —  —  $15,000  $15,000

Ann M. Dennison

  $17,400  —  $13,055  —  $1,436  $31,891

Ann M. Dennison

  $19,800  —  $47,738  —  $1,950,000  $50,000  $40,000  —  $2,107,538

Michael Ptasznik

  $6,944  —  —  —  —  $6,944

Lauren B. Dillard

  $16,667  —  $17,735  —  $1,000  $35,402

Tal Cohen

Tal Cohen

  $19,800  —  —  —  —  —  —  —  $19,800

P.C. Nelson Griggs

  $15,778  —  —  —  $3,000  $18,778

P.C. Nelson Griggs

  $19,800  —  —  —  —  —  —     $19,800

Bradley J. Peterson

  $17,400  $4,970  $13,055  —  $500  $35,925

Brendan Brothers

Brendan Brothers

  $22,799  $1,471  —  —  —  —  —  —  $24,270

 

6.

Ms. Dennison was appointed EVPMr. Brothers is paid in Canadian dollars (CAD), and CFO effective asa foreign exchange rate of March1.36 CAD to 1 2021.United States dollar is reflected in this table. This conversion rate is calculated internally based on annual budgeted foreign exchange rates.

 

7.

Mr. Ptasznik retired as EVP, Corporate Strategy and CFO on February 28, 2021. For further details regarding his Retirement Agremeent, please see “Other Agreements—Michael Ptasznik Retirement Agreement” below.

 

8.

Amounts in this column reflect matching charitable donations for Ms. Friedman, Ms. Dennison and Mr. Griggs, and matching charitable donations for contributions to the Nasdaq PAC for Ms. Dillard and Mr. Peterson.

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2023 Grants of Plan-Based Awards Table

 

             

Name

 

Commit- tee
and/

or Board
Approval Date

 Grant Date             

All Other
Stock

Awards:
Num—
ber of
Shares
of
Stock or

Units (#)

 

All Other
Option

Awards:
Number of
Securities
Underlying
Options

(#)

 

Exercise
or Base

Price of
Option
Awards
($/Sh)

 

Grant Date
Fair Value of

Stock and
Option
Awards ($)3

  Estimated Future Payouts Under
Non-Equity Incentive Plan Awards1		 Estimated Future Payouts Under
Equity Incentive Plan Awards2
      Threshold
($)		 Target ($) Maximum ($) Threshold
(#)		 Target
(#)		 Maximum
(#)

Adena T.

Friedman

 — — — $3,000,000 $6,000,000 — — — — — — —
 03/24/2021 04/01/2021 — — — — 53,032 106,064 13,258 — — $12,864,768

Ann M.

Dennison

 — — — $727,939 $1,455,878 — — — — — — —
 03/24/2021 04/01/2021 — — — — 6,363 12,726 1,590 — — $1,543,459

Michael

Ptasznik4

 — — — $151,541 — — — — — — — —
 — — — — — — — — — — — —

Lauren B.

Dillard

 — — — $815,343 $1,630,686 — — — — — — —
 03/24/2021 04/01/2021 — — — — 8,485 16,970 2,121 — — $2,058,297

P.C. Nelson

Griggs

 — — — $862,500 $1,725,000 — — — — — — —
 03/24/2021 04/01/2021 — — — — 8,485 16,970 2,121 — — $2,058,297

Bradley J.

Peterson

 — — — $900,000 $1,800,000 — — — — — — —
 03/24/2021 04/01/2021 — — — — 10,076 20,152 2,519 — — $2,444,286

         

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards1

 

    

Estimated Future Payouts

Under Equity Incentive Plan

Awards2

 

  

All Other

Stock

Awards:

Number

  Grant

Name

  

Committee

and/or Board

Approval

Date

  

Grant

Date

  

Threshold 

($)

  

Target

($)

  

Maximum

($)

     

Threshold 

(#)

  

Target

(#)

  

Maximum

(#)

  

of

Shares

of
Stock or

Units (#)

  

Date Fair

Value of

Stock and

Option

Awards ($)3

Adena T. Friedman

  02/23/2023  —  —  $3,750,000   $7,500,000     —  —  —  —  —
  02/23/2023  04/03/2023  —  —  —    —  191,176   382,352   —  $10,048,211 
   02/23/2023   04/03/2023   —  —  —    —  —  —  47,794   $2,503,449

Sarah Youngwood

  09/01/2023  —  —  $1,400,000  $2,800,000    —  —  —  —  —
  09/01/2023  12/06/2023  —  —  —    —  89,541  179,082  —  $6,000,142
   09/01/2023  12/06/2023  —  —  —    —  —  —  89,541  $4,862,972

Ann M. Dennison

  12/06/2022  —  —  $975,000  $1,950,000    —  —  —  —  —
  03/22/2023  04/03/2023  —  —  —    —  29,411  58,822  —  $1,545,842
   03/22/2023  04/03/2023  —  —  —    —  —  —  7,352  $385,098

Tal Cohen

  09/20/2022  —  —  $1,050,000  $2,100,000    —  —  —  —  —
  03/22/2023  04/03/2023  —  —  —    —  36,764  73,528  —  $1,932,316
   03/22/2023  04/03/2023  —  —  —    —  —  —  9,191  $481,424

P.C.

  09/20/2022  —  —  $1,050,000  $2,100,000    —  —  —  —  —
  03/22/2023  04/03/2023  —  —  —    —  36,764  73,528  —  $1,932,316
   03/22/2023  04/03/2023  —  —  —    —  —  —  9,191  $481,424

Brendan Brothers

  09/19/2023  —  —  $750,000  $1,500,000    —  —  —  —  —
  09/20/2022  —  —  $3,129,875  $4,694,813    —  —  —  —  —
  03/22/2023  04/03/2023  —  —  —    —  18,382  36,764  —  $966,158
   03/22/2023  04/03/2023  —  —  —    —  —  —  9,191  $493,097

 

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 20212023 although they were not paid until 2022.2024. For information about the amounts actually earned by each NEO under the ECIP or other performance-based incentive compensation programs, see “Executive Compensation Tables – 20212023 Summary Compensation 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 “Compensation“Executive Compensation - Compensation Discussion &and Analysis – 2021- 2023 Compensation Decisions – Long-Term Incentive Compensation.”

 

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, 20212023 included in our Form 10-K. For further information about the calculation of these amounts, see “Executive Compensation - Executive Compensation Tables – 20212023 Summary Compensation Table.”

99

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

2023 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 (#)

Unexercis-

able

  

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

  806,451  —  —  $22.23  01/03/2027    —  —  —  —
  —  613,872  —  $67.48  01/03/2032    19,5061  $1,134,079  —  —

Adena T. Friedman

  —  —  —  —  —    26,5172  $1,541,698  —  —
  —  —  —  —  —    39,5763  $2,300,949  158,3108  $9,204,143
   —  —  —  —  —    47,7944  $2,778,743  191,1769  $11,114,973

Sarah Youngwood

  —  —  —  —  —    89,5415  $5,205,914  89,54110  $5,205,914
  —  —  —  —  —    2,2741  $132,210  —  —

Ann M. Dennison

  —  —  —  —  —    3,1802  $184,885  —  —
  —  —  —  —  —    3,3003  $191,862  —  —
   —  —  —  —  —    2,4504  $142,443  19,7888  $1,150,474
  —  —  —  —  —    2,1661  $125,931  —  —
  —  —  —  —  —    3,9782  $231,281  —  —

Tal Cohen

  —  —  —  —  —    6,5943  $383,375  —  —
  —  —  —  —  —    9,1914  $534,365  26,3858  $1,534,024
   —  —  —  —  —    38,4782  $2,237,111  36,7649  $2,137,459
  —  —  —  —  —    3,4681  $201,630  —  —
  —  —  —  —  —    4,2422  $246,630  —  —

P.C. Nelson Griggs

  —  —  —  —  —    6,5943  $383,375  —  —
  —  —  —  —  —    9,1914  $534,365  26,3858  $1,534,024
   —  —  —  —  —    44,9886  $2,615,602  36,7649  $2,137,459

Brendan Brothers

  —  —  —  —  —    9,1917  $534,365  18,3829  $1,068,729

1.

These RSUs vested on 4/1/2024.

 

4.2.

Mr. Ptasznik was paid a pro-rata bonus bonus at target of $151,541 for 2021 in accordance withThese RSUs vested as to 50% on April 1, 2024, and the terms of his retirement agreement. Mr. Ptasznik retired as EVP, Corporate Strategy and CFOremaining shares will vest on February 28, 2021. He was not awarded any equity in 2021 as a result of his retirement.April 1, 2025.

 

2021 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 (#)
Unexercis-
able		  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)		  Option
Exercise
Price ($)		    Option
Expiration
Date		  Number of
Shares or
Units of Stock
That Have
Not Vested
(#)		  Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)6		  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 ($)6

 Adena T.

 Friedman

  268,817  —  —  $66.68    01/03/2027  —  —  —  —
  

 

—

  

 

—

  

 

—

  

 

—

    

 

—

  

 

19,507 1

  

 

$4,096,665

  

 

78,031 3

  

 

$16,387,290

  

 

—

  

 

—

  

 

—

  

 

—

    

 

—

  

 

13,258 2

  

 

$2,784,313

  

 

53,032 4

  

 

$11,137,250

 Ann M.

 Dennison

  —  —  —  —    —  2,275 1  $477,773  5,310 3  $1,115,153
  

 

—

  

 

—

  

 

—

  

 

—

    

 

—

  

 

1,590 2

  

 

$333,916

  

 

6,363 4

  

 

$1,336,294

  

 

—

  

 

—

  

 

—

  

 

—

    

 

—

  

 

1,381 5

  

 

$290,024

  

 

—

  

 

—

 Michael

 Ptasznik

  —  —  —  —    —  —  —  16,473 3  $3,459,495

 Lauren B.

 Dillard

  —  —  —  —    —  3,251 1  $682,743  13,005 3  $2,731,180
  

 

—

  

 

—

  

 

—

  

 

—

    

 

—

  

 

2,121 2

  

 

$445,431

  

 

8,485 4

  

 

$1,781,935

 P.C. Nelson

 Griggs

  —  —  —  —    —  3,468 1  $725,315  13,872 3  $2,913,259
  

 

—

  

 

—

  

 

—

  

 

—

    

 

—

  

 

2,121 2

  

 

$445,431

  

 

8,485 4

  

 

$1,781,935

 Bradley J.

 Peterson

  —  —  —  —    —  3,901 1  $819,249  15,606 3  $3,277,416
  

 

—

  

 

—

  

 

—

  

 

—

    

 

—

  

 

2,519 2

  

 

$529,015

  

 

10,076 4

  

 

$2,116,061

3.

33% of these RSUs vested on April 1, 2024, 33% will vest on April 1, 2025, and the remaining shares will vest on April 1, 2026. Ms. Dennison forfeited shares vesting after the 18-month anniversary of her departure, and those shares are not reflected in the table.

 

1.4.

These RSUs will vest as to 33% on 4/1/2022,April 3, 2025, 33% on 4/1/2023April 3, 2026, and the remaining shares on 4/1/2024.April 3, 2027. Ms. Dennison forfeited shares vesting after the 18-month anniversary of her departure, and those shares are not reflected in the table.

 

2.5.

These RSUs will vest as to 33% on 4/1/2023,December 6, 2024, 33% on 4/1/December 6, 2025, and the remaining shares on December 6, 2026.

6.

These RSUs will vest as to 50% on July 1, 2024, and the remaining shares will vest on 4/1/July 1, 2025.

 

3.7.

These RSUs vested on April 3, 2024.

8.

This PSU award is subject to a three-year performance period ending on December 31, 2022.2024. 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 the Board.

 

4.9.

This PSU award is subject to a three-year performance period ending on December 31, 2023.2025. 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 the Board.

 

5.10.

These PSUs will vest as to 100% on 12/31/2022. Represents the remaining one-third of unvested shares from a one-yearThis PSU award that was deemed earned in 2019 and vested in equal amounts in 2020, 2021 and 2022.is subject to a three-year performance period ending on December 31, 2026. 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 the Board.

 

6.11.

Amounts in this column are based on a closing price of $210.01$58.14 on December 31, 2021.29, 2023, the last trading day of 2023.

 

 

100

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

20212023 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. Friedman2

  —  —    192,306  $32,343,946

 Ann M. Dennison3

  —  —    9,567  $1,725,375

 Michael Ptasznik4

  —  —    44,840  $7,470,233

 Lauren B. Dillard5

  —  —    60,416  $10,252,775

 P.C. Nelson Griggs6

  —  —    33,936  $5,707,696

 Bradley J. Peterson7

  —  —    40,722  $6,849,033

    

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. Friedman2

  —  —  299,089  $16,707,216

Sarah Youngwood

  —  —  —  —

Ann M. Dennison3

  —  —  67,772  $3,759,652

Tal Cohen4

  —  —  63,335  $3,490,960

P.C. Nelson Griggs5

  —  —  70,697  $3,788,757

Brendan Brothers

  —  —  —  —

 

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.

 

2.

The amount reported includes 95,502149,516 shares that were withheld to pay taxes in connection with the vesting(s).

 

3.

The amount reported includes 4,07629,197 shares that were withheld to pay taxes in connection with the vesting(s).

 

4.

The amount reported includes 9,47429,713 shares that were withheld to pay taxes in connection with the vesting(s). The amount reported also includes 4,118 RSUs that were accelerated in accordance with the terms of his retirement agreement.

 

5.

The amount reported includes 23,95133,471 shares that were withheld to pay taxes in connection with the vesting(s).

6.

The amount reported includes 16,456 shares that were withheld to pay taxes in connection with the vesting(s).

7.

The amount reported includes 17,190 shares that were withheld to pay taxes in connection with the vesting(s).

 

 

101

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

Retirement Plans

We maintain In June 2023, we terminated our non-contributory, defined-benefit pension plans,plan, which havehad been frozen. Future service and salary for all participants do not count toward an accrual of benefits under these plans. However, participants continue to receive credit for future service for vesting of the benefits. None of the NEOs participate in these plans other thanfrozen since 2007. Ms. Friedman as discussed below.was the only NEO who had participated in the pension plan, and she received a lump-sum distribution in December 2023 for the amount she had accrued during her time of service.

20212023 Pension Benefits Table

 

 

Name

  Plan Name          

Number of

Years Credited    

Service (#)1

  

Present Value

of Accumulated    

Benefit ($)2

  

Payments

During Last

Fiscal Year ($)     

Name

  Plan Name  

Number of Years
Credited Service

(#)1

  

Present Value of

Accumulated Benefit

($)

  

Payments During

Last Fiscal Year ($)

Adena T. Friedman

  Pension Plan  13.92  $572,267  —

Adena T. Friedman

  Pension Plan  13.92  —  $277,605

 

1.

Since the pension plan was frozen in 2007, the number of years of credited service for each participant under the plan differsdiffered from such participant’s number of years of actual service with Nasdaq. As of December 31, 2021,2023, Ms. Friedman had 25.4227.42 years of actual service with Nasdaq. Generally, participants in the pension plan became vested in retirement benefits under the plan after five years of service from the participant’s date of hire. As of December 31, 2021,the distribution of benefits in connection with the termination of the plan, Ms. Friedman was fully vested in her benefits payable under the pension plan.

Non-Qualified Deferred Compensation Table

2.

The amounts reported comprise the actuarial present value of the participant’s accumulated benefit under the pension plan as of Deceber 31, 2021. Assumptions used in calculating the amounts include a 2.8% discount rate as of December 31, 2021, retirement at age 62 (which is the earliest age at which a participant may retire and receive unreduced benefits under the plan) and other assumptions used as described in Note 10 to our audited financial statements for the fiscal year ended December 31, 2021 included in our Form 10-K.

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.

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

  $465,381  —  $83,710  —  $986,366

Sarah Youngwood

  —  —  —  —  —

Ann M. Dennison

  —  —  $14,951  —  $72,152

Tal Cohen

  —  —  $108,818  —  $819,093

P.C. Nelson Griggs

  —  —  —  —  —

Brendan Brothers

  —  —  —  —  —

Employment Agreements and Potential Payments Upon Termination or Change in Control

We currently have employment agreementsarrangements with two of our NEOs: Ms. Friedman and Mr. Peterson.Ms. Youngwood. In addition to the employment agreements,arrangements, we have entered into continuing obligations agreements with all of the NEOs related to confidentiality and intellectual property protection.

Ms. Friedman’s and Mr. Peterson’s employment agreements prohibit themagreement prohibits her from rendering services to a competing entity for a period of two years following theher last date of employment. To receive certain termination payments and benefits, Ms. Friedman and Mr. Peterson must execute a general release of claims against Nasdaq. In addition, termination payments and benefits may be discontinued if the NEOshe breaches the restrictive covenants in either the employment agreement or the continuing obligations agreement.

Each employment agreementarrangement sets forth the payments and benefits the applicable NEO will receive under various termination scenarios. For further information about these payments and benefits, see “Executive Compensation – Executive Compensation Tables – Estimated Termination or Change in Control Payments and Benefits.”

 

 

102

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

We currently have employment agreements with two of our NEOs: Ms. Friedman and Mr. Peterson.

Adena T. Friedman

Prior Employment Agreement

In connection with her promotion to the role of President and CEO in 2017, Ms. Friedman entered into an employment agreement on November 14, 2016. The term of the agreement was January 1, 2017 to January 1, 2022.

The agreement provided for:

·an annual base salary of no less than $1,000,000;

·annual incentive compensation that is targeted at no less than $2,000,000, based on the achievement of one or more performance goals established by the Management Compensation Committee; and

·a 2017 equity grant with a target value of no less than $6,000,000 in the form of PSUs.

Under the agreement, no equity award grants were guaranteed after 2017. However, Ms. Friedman was eligible to receive grants of equity awards, based on the Management Compensation Committee’s evaluation of the performance of Nasdaq and Ms. Friedman, peer group market data and internal equity, in a manner consistent with past practices.

Under her agreement, if Ms. Friedman’s employment had been terminated by the Company without cause, or by the executive for good reason, she would have been entitled to the following severance payments and benefits from the Company:

·a cash payment equal to the sum of (i) two times the prior year’s annual base salary, (ii) the target bonus amount for the year prior to the year of termination and (iii) any pro rata target bonus for the year of termination if performance goals were satisfied;

·a taxable monthly cash payment equal to the employer’s share of the COBRA premium for the highest level of coverage available under the Company’s group health plans, until the earlier of the second anniversary of termination or the date she became eligible for coverage under another employer’s health care plan; and

·Ms. Friedman also would have received continued vesting for 12 months of outstanding PSUs, based on actual performance during the respective periods.

Additionally, Ms. Friedman was subject to certain customary post-termination restrictive covenants relating to non-competition, non-solicitation, non-disparagement and confidentiality.

Current Employment Agreement

On November 18, 2021, Ms. Friedman entered into a new employment agreement, effective as of January 1, 2022. The2022, has a five-year term of the agreement isfrom January 1, 2022 to January 1, 2027. The agreement provides that Ms. Friedman will receive:

 

·• an annual base salary of no less than $1,250,000;

 

·• annual incentive compensation that is targeted at not less than $3,000,000 based on the achievement of one or more performance goals established for the year by the Management Compensation Committee; and

 

·• based on the Management Compensation Committee’s evaluation of Nasdaq and Ms. Friedman’s performance, peer group market data, and internal equity, and consistent with past practices with respect to the combined aggregate value of grants, equity awards in the form of options, RSUs, and/or PSUs.

Under her agreement, if Ms. Friedman’s employment is terminated by the Company without cause, or by Ms. Friedman for good reason, she will be entitled to the following severance payments and benefits from the Company:

 

·• a cash payment equal to the sum of: (i) two times the prior year’s annual base salary, (ii) two times the target bonus, and (iii) any pro rata target bonus with respect to the calendar year in which the termination occurs to the extent that performance goals are satisfied;

 

·• continued vesting for 12 months of outstanding PSUs, restricted stock unitsRSUs, and options, with any performance- basedperformance-based vesting based on actual performance goals during the respective performance periods; and

 

·• a taxable monthly cash payment equal to the COBRA premium until the earlier of the second anniversary of termination andor the date Ms. Friedman is eligible for coverage under the health care plans of a subsequent employer.

If Ms. Friedman’s employment is terminated due to permanent disability or death, she, or her estate, will be entitled to the following payments and benefits:

·a cash payment equal to any pro rata target bonus with respect to the calendar year in which the termination occurs; and

·accelerated vesting of all unvested equity awarded as of December 31st of the year of termination, with any performance-based vesting based on actual performance goals during any complete performance periods, and vesting at target performance for grants vesting prior to the completion of a performance cycle.

If Ms. Friedman’s employment is terminated within two years after a change in control, without cause by Nasdaq or for good reason by Ms. Friedman, she will be entitled to the following payments and benefits:

·a cash payment equal to the sum of: (i) two times the prior year’s annual base salary, (ii) two times the target bonus and (iii) any pro rata target bonus with respect to the calendar year in which the termination occurs, to the extent that performance goals are satisfied;

·accelerated vesting of all outstanding unvested equity awards, subject to and in accordance with the terms of the Equity Plan;

·COBRA premiums, until the earlier of the second anniversary of termination and the date Ms. Friedman is eligible for coverage under the health care plans of a subsequent employer; and

·continued life insurance and accidental death and dismemberment insurance benefits for the same period as the continued health coverage payments.

Additionally, Ms. Friedman is subject to certain customary post-termination restrictive covenants relating to non-competition, non-solicitation, non-disparagement, and confidentiality.

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Option Award

In addition to the annual equity grant awarded to Ms. Friedman,On January 3, 2022, the Management Compensation Committee and Board of Directors granted herMs. Friedman a one-time, performance-based stock option award with a value of $10,000,000$10 million associated with the renewal of her employment agreement for another five years. The grant provides strong motivation to deliver long-term stock price appreciation in alignment with shareholder interests over her future tenure as PresidentChair and CEO. The entire award will become valuable only to the extent that Nasdaq’s shareholders benefit from future increases in Nasdaq’s share price. Additionally, 50% of the grant vesting is contingent upon achieving a cumulative 5-year EPS target; the remaining 50% will vest after 5 years of additional tenure as PresidentChair and CEO.

EPS was determined to be the most appropriate financial metric, since it will reflect Nasdaq’s organic and inorganic earnings growth over time and will be a key driver of longer-term total shareholder return.TSR.

The performance condition for the vesting of the performance-based component of the award will be satisfied if Nasdaq’s fully diluted compounded annual EPS growth for the period of January 1, 2022 –through December 31, 2026 is at least 3.0%. For purposes of the award, “fully diluted EPS” means EPS on a fully diluted basis and shall be determined by the Management Compensation Committee in accordance with the same non-GAAP EPS methodology used by Nasdaq for its external financial reporting. (For a discussion of non-GAAP adjustments, see Annex A.)

In making this determination, the Management Compensation Committee or Board may include or exclude the effect of any one or more of the applicable extraordinary events described

in our Equity Plan that may occur during the performance period. The Management Compensation Committee may also decide to include or exclude share buybacks or share issuances in making this determination.

Bradley J. Peterson

On October 1, 2020, we entered into a new104

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

Sarah Youngwood

Employment Offer Letter

The material compensation terms of Ms. Youngwood’s employment agreementoffer letter are described on page 81.

If the Company terminates Ms. Youngwood’s employment, other than for “Cause” or if she voluntarily resigns with Mr. Peterson, adding the title of CTO to his previous title of CIO. The“Good Reason” (as each term ofis defined in the employment agreement is October 1, 2020 through December 31, 2023, replacing Mr. Peterson’s prior employment agreement, which was due to expire on July 31, 2021. Mr. Peterson’s compensation terms include:

·an annual base salary of no less than $600,000;

·annual incentive compensation that is targeted at no less than $900,000, based on the achievement of performance goals established for such year by the CEO and the Management Compensation Committee; and

·an annual equity award with a target value of no less than $1,800,000, in accordance with the terms of the Equity Plan.

Under his agreement, if Mr. Peterson’s employment is terminated by the Company without cause, or by the executive for good reason, or upon Mr. Peterson’s retirement at the end of the agreement term, heoffer letter), she will be entitled to the following severance payments and benefits from the Company:payments:

 

·• a pro-rataseverance payment equal to 150% of her base salary plus 100% of her target bonus payment with respect toopportunity;

•a pro rata target bonus for the calendar year in which the date of termination occurs; and

 

·• continued vesting of all outstanding equity compensation issued prior to the date of termination as though Mr. Peterson was employed through all applicable periods;

·$40,000 to offset the COBRA premiums for Mr. Peterson’s health benefits, payable in a lump sum within sixty (60) dayspayment to reduce the cost of 12 months of COBRA health insurance coverage to the date of termination; andactive Nasdaq employee rate.

·24 months of financial and tax services and executive physical exams.

Additionally, Mr. PetersonSuch severance is subjectpayable in substantially equal monthly installments for the 12-month period following termination. If such termination occurs prior to certain customary post-termination restrictive covenants relatingthe full vesting of her one-time equity award, which was granted on December 6, 2023 and vests as to non-competition, non-solicitation, non-disparagement33% on December 6, 2024, 33% on December 6, 2025, and confidentiality.

Except in employment agreementsthe remainder on December 6, 2026, then the full amount of such award shall vest upon such termination date, and the outstanding PSUs will vest based on the target performance amount. Any other agreements for certain officers as described in this Proxy Statement, we are not obligated to pay general severance or other enhanced benefits to any NEO uponunvested equity at the time of such termination of his or her employment.employment will continue to vest for an additional 18 months after termination; PSUs will vest based on applicable performance during the relevant performance period.

Michael Ptasznik RetirementAnn M. Dennison

Separation Agreement

On October 20, 2020, Mr. Ptasznik announced his retirement as EVP, Corporate StrategyFor further information regarding Ms. Dennison’s Separation Agreement, see “Executive Compensation - Compensation Discussion and CFO of Nasdaq, effective as of February 28, 2021, which is referred to as the Retirement Date. On October 21, 2020, Mr. Ptasznik and the Company entered into a retirement agreement and release of claims, which is referred to as the Retirement Agreement.

Under the terms of the Retirement Agreement, Mr. Ptasznik received a 2021 bonus payment under the ECIP based upon his target bonus opportunity of $937,500, pro-rated for the period of January 1, 2021 through the Retirement Date, which was paid in 2021 in the amount of $151,541.

In addition, Mr. Ptasznik received the following retirement payments and benefits under the terms of the Retirement Agreement:Analysis - NEO Compensation Summaries.”

 

 

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·payment of the Company’s share of medical, dental and vision premiums for 12 months after the Retirement Date;

·the continued vesting and payment of the three-year PSUs previously granted on April 1, 2019 and April 1, 2020, provided that the settlement of such PSUs shall be in accordance with the terms of the applicable award agreement and governing plan document;

·the vesting of the RSUs previously granted on April 1, 2020, with the acceleration of any unvested RSUs within sixty (60) days of the Retirement Date;

·financial and tax services for tax years 2020, 2021, 2022 and 2023 and executive physical exams for one year following the Retirement Date; and

·reimbursement of reasonable and customary expenses to move back to Mr. Ptasznik’s home in Canada of up to $10,000. Mr. Ptasznik received such reimbursement during fiscal year 2020.

The Retirement Agreement also included a non-competition provision for a period of one year following the Retirement Date, as well as customary provisions regarding non-solicitation and non-disparagement.

Involuntary Termination Not for Cause or Voluntary Termination with Good Reason

Other Severance for NEOs

Severance payments and benefits payable to NEOs not subject to an employment agreement or other severance arrangement would be made at the sole discretion of the Company and the Management Compensation Committee. These payments are based on historical practices and predetermined guidelines that have been approved by the Management Compensation Committee.guidelines.

ECIP

Under the ECIP, in the event an NEO’s employment is terminated for any reason other than death, disability, or retirement, the executive’s right to a non-equitycash incentive plan compensation award for the year of termination is forfeited. The Management Compensation Committee, in its sole discretion, may pay a propro- rata cash incentive compensation award to the executive for the year of termination.

Death or Disability

Employment Agreements

Under the employment agreementsagreement with Ms. Friedman, and Mr. Peterson, in the event of death or permanent disability, each executiveshe is entitled to a pro rata target bonus for the year of termination. Additionally, Ms. Friedman (or her estate) is entitled to accelerated vesting of all unvested equity awarded as of December 31st of the year of termination, with any performance-based vesting based on actual performance goals during any complete performance periods and vesting at target performance for grants vesting prior to the completion of a performance cycle,cycle.

If Ms. Youngwood’s employment terminates due to her retirement (meaning at least age 55 with at least five years of service with Nasdaq), death, or permanent disability, all her unvested PSUs and Mr. Peterson is entitledRSUs will continue to acceleratedvest as though she continued employment through the applicable vesting of all unvested equity that was awarded as ofand/or performance periods. The PSUs will vest based on applicable performance during the effective date of his agreement.relevant performance period.

ECIP

Under the ECIP, an NEO may, in the discretion of the Management Compensation Committee, receive a pro rata portion of his or her incentive compensation award in the event of death or disability.

Equity Plan

With respect to the other NEOs, under the relevant terms and conditions of the Equity Plan and the individual equity award agreements, all stock options or RSUs that would have vested within one year from the date of death or disability will immediately vest and all vested options may be exercised until the earlier of one year from the date of death or disability or their expiration date. Under the PSU award agreements for all the NEOs, in the event of disability, unvested PSU awards will be forfeited. In the event of death, unvested PSU awards will vest upon the later of the date of death or the date the performance period for the awards is completed.

Termination Due to Change in Control (“Double Trigger”)

All “change in control” payments and benefits are subject to a “double trigger,” meaning that payments are made only when both a change in control of the Company and a qualifying termination of employment occur.

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Employment AgreementsAgreement – Adena Friedman

Under theirMs. Friedman’s employment agreements,agreement, if either Ms. Friedman or Mr. Peterson is terminated within two years after a change in control, either by the Company without cause or by the executiveMs. Friedman for good reason (as defined in their respectiveher employment agreements)agreement), the executivesMs. Friedman will each be entitled to the severance payments and benefits from the Company as described below:

 

·• 

a cash payment equal to the sum ofof: (i) two times the prior year’s annual base salary, (ii) two times the target bonus amount for the year prior to the year termination occurs, (two times for Ms. Friedman) and (iii) any pro rata target bonus for the calendar year ofin which the termination ifoccurs, to the extent that the performance goals are satisfied;

 

·• 

for Ms. Friedman, accelerated vesting of all outstanding unvested equity awarded, subject to and in accordance with the terms of the Equity Plan;

 

·• 

a taxable monthly cash payment equal to the employer’s share of the COBRA premium for the highest level of coverage available under the Company’s group health plans, until the earlier of the second anniversary of termination or the date he or she is eligible for coverage under another employer’s health care plan; and

 

·• 

continued life insurance and accidental death and dismemberment insurance benefits for the same period as the continued health coverage payments.

Change in Control Severance Plan

Under the Company’s change in control severance plan, each of Ms. DennisonYoungwood and Mr.Messrs. Cohen, Griggs, and Brothers are each entitled to benefits in the event of a change in control. If the executive’s employment is terminated by the Company without cause within two years following a change in control or by the executive for good reason within one year after a change in control, then he or she will be entitled to the following severance payments and benefits from the Company:

 

·• 

a cash payment equal to the sum of (i) two times annual base salary, (ii) the target bonus amount as defined by the ECIP, (iii) any pro rata target bonus for the year of termination, and (iv) any unpaid bonus which had been earned for a completed plan year;

 

·• 

payment of the employer’s share of COBRA premiums for continued coverage under health plans until the earlier of the second anniversary of termination, or the date the executive is eligible for coverage under another employer’s health care plan; and

 

·• 

outplacement services for up to 12 months, with a maximum value of $50,000.

Under a “best net” provision, if amounts payable due to a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, payments or benefits to the executive would either be reduced to an amount that would not trigger an excise tax or the executive would receive all payments and benefits subject to the excise tax, whichever approach yields the best after-tax outcome for the executive officer.

The change in control severance plan contains restrictive covenants, which, among other things, require the executive to maintain the confidentiality of the Company’s proprietary information and to refrain from disparaging the Company. Each executive also is prohibited from soliciting the Company’s employees or rendering services to a competitor for one year following termination. Further, to receive the severance benefits, the executive must execute a general release of claims against the Company. In addition, the change in control payments andseverance benefits may be discontinued if the executive breaches the restrictive covenants.

Equity Plan

Under the Equity Plan, if outstanding awards are assumed or substituted by the successor company, and an employee, including an NEO, is involuntarily terminated by the Company other than for cause within a one-year period after a change in control, all unvested equity awards will vest on the termination date. For awards not assumed or substituted by the successor Company,company, unvested awards shall vest immediately prior to the effective time of the change in control.

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Estimated Termination or Change in Control Payments and Benefits

The table on the following pagebelow 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, 2021,2023, 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.situation; provided, however, that the amounts shown for Ms. Dennison are actual amounts that she was paid upon her separation from the Company as of December 31, 2023. The actual amounts to be paid can only be determined only at the time of an executive’s actual separation from the Company, provided that the amounts shown for Mr. Ptasznik are actual amounts that he was paid upon his separation from the Company in connection with his retirement on February 28, 2021.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, 2021)2023). 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 accrued vacation pay pension benefits and any death, disability, or welfare benefits available under broad-based plans. For information on pension plans, see the “2021 Pension Benefits Table” on page 97.

 

 

Name

  

Involuntary

Termination

Not for Cause

or Voluntary

Termination with

Good Reason ($)

  Death ($)  Disability ($)  

Resignation  

through

Retirement

Notice ($)2

  

Termination

Due to Change   

in Control

(“Double

Trigger”)($)

Named Executive Officer

Named Executive Officer

  

Involuntary

Termination

Not for Cause

or Voluntary

Termination with 

Good Reason ($)

  Death ($)  Disability ($)  

Separation

Agreement ($)4 

  

Termination Due 

to Change in

Control (“Double

Trigger”) ($)

Adena T. Friedman

Adena T. Friedman

   

 

   

 

   

 

   

 

   

 

               

Severance

  $5,500,000  —  —  —  $5,500,000

Severance

  $10,000,000  —  —  —  $10,000,000

Pro-Rata Current Year Annual Incentive1

Pro-Rata Current Year Annual Incentive1

  $3,750,000  $3,750,000  $3,750,000  —  $3,750,000

Equity Vesting2

Equity Vesting2

  $3,598,168  $7,755,469  $7,755,469  —  $7,755,469

Continued Performance-Based Equity Vesting2

Continued Performance-Based Equity Vesting2

  $9,204,143  $20,319,116  $20,319,116  —  $20,319,116

Health & Welfare Benefits Continuation

Health & Welfare Benefits Continuation

  $32,886  —  —  —  $32,886

TOTAL

TOTAL

  $26,585,197  $31,824,585   $31,824,585   —  $41,857,471

Sarah Youngwood

Sarah Youngwood

               

Severance

Severance

  $2,450,000  —  —  —  $2,800,000

Pro-Rata Current Year Annual Incentive1

Pro-Rata Current Year Annual Incentive1

  $1,400,000  —  —  —  $1,400,000

Equity Vesting3

Equity Vesting3

  $5,205,914  $5,205,914  $5,205,914  —  $5,205,914

Continued Performance-Based Equity Vesting3

Continued Performance-Based Equity Vesting3

  $5,205,914  $5,205,914  $5,205,914  —  $5,205,914

Health & Welfare Benefits Continuation

Health & Welfare Benefits Continuation

  $23,446  —  —  —  $46,892

Outplacement Services

Outplacement Services

  —  —  —  —  $50,000

TOTAL

TOTAL

  $14,285,274  $10,411,828  $10,411,828  —  $14,708,720

Ann M. Dennison

Ann M. Dennison

               

Severance

Severance

  —  —  —  $1,950,000  —

Pro-Rata Current Year Annual Incentive

Pro-Rata Current Year Annual Incentive

  $3,000,000  $3,000,000  $3,000,000  —  $3,000,000  —  —  —  $1,229,732  —

Equity Vesting

  —  $1,365,695  $1,365,695  —  $6,880,768

Equity Vesting

  —  —  —  $651,401  —

Continued Performance-Based Equity Vesting

Continued Performance-Based Equity

Vesting

  $16,387,290  $27,524,541  —  —  $27,524,541  —  —  —  $1,150,474  —

Health & Welfare Benefits Continuation

  $43,017  —  —  —  $43,017

TOTAL

  

$24,930,307

  $31,890,236  $4,365,695  —  $42,948,326

Ann M. Dennison

   

 

   

 

   

 

   

 

   

 

Severance

  $1,575,000  —  —  —  $1,850,000

Pro-Rata Current Year Annual Incentive1

  $750,000  $750,000  $750,000  —  $750,000

Equity Vesting

  —  $159,398  $159,398  —  $811,689

Continued Performance-Based Equity

Vesting

  —  

$2,451,447

  —  —  $2,451,447

Health & Welfare Benefits Continuation

  $21,509  —  —  —  $43,017  —  —  —  $40,000  —

Outplacement Services

  $50,000  —  —  —  $50,000

Outplacement Services

  —  —  —  $50,000  —

Financial and Tax Services

Financial and Tax Services

  —  —  —  $28,643  —

TOTAL

  $2,396,509  

$3,360,845

  $909,398  —  $5,956,153

TOTAL

  —  —  —  $5,100,250  —

 

 

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Name

  

Involuntary

Termination

Not for Cause

or Voluntary

Termination with

Good Reason ($)

  Death ($)  Disability ($)  

Resignation  

through

Retirement

Notice ($)2

  

Termination

Due to Change   

in Control

(“Double

Trigger”)($)

Michael Ptasznik

   

 

   

 

   

 

   

 

   

 

Pro-Rata Current Year Annual Incentive

  —  —  —  $151,541  —

Equity Vesting

  —  —  —  $621,200  —

Health & Welfare Benefits Continuation

  —  —  —  $40,514  —

Financial and Tax Services/Exec Physical Exams

  —  —  —  $50,751  —
      

TOTAL

  —  —  —  $864,006  —

Lauren B. Dillard3

   

 

   

 

   

 

   

 

   

 

Severance

  $1,650,000  —  —  —  $1,925,000

Pro-Rata Current Year Annual Incentive1

  $825,000  $825,000  $825,000  —  $825,000

Equity Vesting

  $455,302  $227,651  $227,651  —  $1,652,569

Continued Performance-Based Equity Vesting

  $2,731,180  $4,513,115  —  —  $4,513,115

Health & Welfare Benefits Continuation

  $14,256  —  —  —  $28,512

Outplacement Services

  $50,000  —  —  —  $50,000

TOTAL

  $5,725,738  $5,565,766  $1,052,651  —  $8,994,196

P.C. Nelson Griggs

   

 

   

 

   

 

   

 

   

 

Severance

  $1,725,000  —  —  —  $2,012,500

Pro-Rata Current Year Annual Incentive1

  $862,500  $862,500  $862,500  —  $862,500

Equity Vesting

  —  $242,772  $242,772  —  $1,173,746

Continued Performance-Based Equity Vesting

  —  $4,695,194  —  —  $4,695,194

Health & Welfare Benefits Continuation

  $21,509  —  —  —  $43,018

Outplacement Services

  $50,000  —  —  —  $50,000

TOTAL

  $2,659,009  $5,800,466  $1,105,272  —  $8,836,958

Bradley J. Peterson

   

 

   

 

   

 

   

 

   

 

Severance

  —  —  —  —  $2,100,000

Pro-Rata Current Year Annual Incentive

  $900,000  $900,000  $900,000  $900,000  $900,000

Equity Vesting

  $1,348,264  $273,223  $273,223  —  $1,348,264

Continued Performance-Based Equity

Vesting

  $5,393,477  $5,393,477  —  —  $5,393,477

Health & Welfare Benefits Continuation

  $40,000  —  —  $40,000  $28,512

Financial and Tax Services/Exec Physical Exams

  $36,050  —  —  $36,050  —

TOTAL

  $7,717,791  $6,566,700  $1,173,223  $976,050  

$9,770,253

Named Executive Officer

  

Involuntary

Termination

Not for Cause

or Voluntary

Termination with 

Good Reason ($)

  Death ($)  Disability ($)  

Separation

Agreement ($)4 

  

Termination Due 

to Change in

Control (“Double

Trigger”) ($)

Tal Cohen

               

Severance

  $2,100,000  —  —  —  $2,450,000

Pro-Rata Current Year Annual Incentive1

  $1,050,000  $1,050,000  $1,050,000  —  $1,050,000

Equity Vesting

  —  $1,487,977  $1,487,977  —  $3,512,063

Continued Performance-Based Equity Vesting

  —  $3,671,483  —  —  $3,671,483

Health & Welfare Benefits Continuation

  $23,446  —  —  —  $46,892

Outplacement Services

  $50,000  —  —  —  $50,000

TOTAL

  $3,223,446  $6,209,460   $2,537,977   —  $10,780,438

P.C. Nelson Griggs

               

Severance

  $2,100,000  —  —  —  $2,450,000

Pro-Rata Current Year Annual Incentive1

  $1,050,000  $1,050,000  $1,050,000  —  $1,050,000

Equity Vesting

  —  $1,938,678  $1,938,678  —  $3,981,602

Continued Performance-Based Equity Vesting

  —  $3,671,483  —  —  $3,671,483

Health & Welfare Benefits Continuation

  $23,446  —  —  —  $46,892

Outplacement Services

  $50,000  —  —  —  $50,000

TOTAL

  $3,223,446  $6,660,161  $2,988,678  —  $11,249,977

Brendan Brothers5

               

Severance

  $1,500,000  —  —  —  $1,750,000

Pro-Rata Current Year Annual Incentive1

  $750,000  $750,000  $750,000  —  $750,000

MIP

  $4,712,340  $4,712,340  $4,712,340  —  $4,712,340

Equity Vesting

  —  $534,365  $534,365  —  $534,365

Continued Performance-Based Equity Vesting

  —  $1,068,729  —  —  $1,068,729

Health & Welfare Benefits Continuation

  $2,189  —  —  —  $4,378

Outplacement Services

  $50,000  —  —  —  $50,000

TOTAL

  $7,014,529  $7,065,434  $5,996,705  —  $8,869,812

 

1.

Assumes payment at target.

 

2.

For Mr. Ptasznik,Upon an involuntary termination not for cause or voluntary termination with good reason, under the amounts set forth under “Resignation through Retirement Notice” reflect the amounts paid pursuant to his Retirement Agreement for each such item upon his retirement on February 28 2021, as further described above under “Michael Ptasznik Retirement Agreement”. Mr. Ptasznikterms of Ms. Friedman’s employment agreement, she is also entitled to continued vesting for 12 months of his PSU awards underher outstanding PSUs, RSUs, and options, with any performance-based vesting based on actual performance goals during the terms of his Retirement Agreement.respective performance periods.

 

3.

The amounts shown inUpon an involuntary termination not for cause or voluntary termination with good reason, under the table assume a hypothetical terminationterms of Ms. Dillard’sYoungwood’s employment effective asoffer letter, she is entitled to accelerated vesting of the equity grant that she received on December 31, 2021, under several different circumstances. As previously disclosed, Ms. Dillard’s employment with the Company terminated on April 8, 2022 through voluntary resignation, which did not entitle Ms. Dillard to the6, 2023.

4.

Reflects actual separation payments and benefits under the terms of Ms. Dennison’s separation agreement. In accordance with such agreement, Ms. Dennison’s outstanding PSUs and RSUs will continue to vest for 18 months following the date of separation.

5.

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

 

 

 

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LOGO

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 | EXECUTIVE COMPENSATION
Pay Versus Performance
As required by Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between “compensation actually paid” (as defined in Item 402(v)) and performance. The amounts in this Pay Versus Performance section may not sum due to rounding additive figures to the nearest dollar.
         
Average
Summary
     
Value of Initial Fixed $100 Investment Based On:
 
      
Year
(a)
  
Summary
Compensation 
Table Total
for Principal
Executive
Officer (PEO)
(b)
1,2
  
Compensation
Actually Paid to 
PEO
1,3
(c)
  
Compensation 
Table Total
for Non-
PEO Named
Executive
Officers
(NEOs)
1,4
(d)
  
Average
Compensation 
Actually Paid
to
Non-PEO
Named
Executive
Officers
1,5
(e)
  
Nasdaq Total 
Shareholder
Return
(f)
  
2023 Peer
Group Total
Shareholder 
Return
6
(g1)
  
2022 Peer
Group Total
Shareholder 
Return
7
(g2)
  
Net Income 
(millions)
8
(h)
  
Non-GAAP 
Operating
Income
(millions)
9
(i)
2023
  $18,498,752  $9,815,212  $6,457,253  $5,281,897  $173  $155  $132  $1,059  $1,938
2022
  $28,045,305  $25,888,844  $6,391,803  $6,467,133  $179  $134  $111  $1,125  $1,820
2021
  $19,965,893  $69,015,180  $3,411,044  $11,672,259  $202  $151  $133  $1,187  $1,849
2020
  $15,807,618  $31,960,132  $3,970,881  $7,136,488  $126  $111  $120  $933  $1,530
1.
The Principal Executive Officer (PEO)
non-PEO
NEOs from 2020–2023 were as detailed in the table below.
Year
  
2020
  
2021
  
2022
  
2023
PEO
  Adena T. Friedman  Adena T. Friedman  Adena T. Friedman  Adena T. Friedman
  Michael Ptasznik  Ann M. Dennison  Ann M. Dennison  Sarah Youngwood
  Lauren B. Dillard  Michael Ptasznik  Tal Cohen  Ann M. Dennison
Non-PEO
NEOs
  P.C. Nelson Griggs  Lauren B. Dillard  P.C. Nelson Griggs  Tal Cohen
  Bradley J. Peterson  P.C. Nelson Griggs  Bradley J. Peterson  P.C. Nelson Griggs
      Bradley J. Peterson     Brendan Brothers
2.
The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Friedman for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table.”
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:
Year
  
Reported Summary
Compensation Table
Total for PEO
  
Deduction for
Reported Change
in Actuarial Present
Valuesª
  
Reported Value of
Equity Awards
  
Total PEO Equity
Award Adjustments
b
  
Compensation
Actually Paid to PEO
2023
  $18,498,752  $0  ($12,551,660)  $3,868,120  $9,815,212
a.
Adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid.
b.
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
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 | EXECUTIVE COMPENSATION
      
Total PEO Equity Award Adjustments
Year
  
Grant Date Fair
Value of Equity
Awards Disclosed
in the Summary
Compensation Table
  
Year End Fair Value
of Equity Awards
Granted During the
Covered Year
  
Change in Fair Value
of Outstanding and
Unvested Equity
Awards
  
Value of Awards
Granted in Prior
Years Vesting During
the Covered Year
  
Total PEO Equity
Award Adjustments
2023
  ($12,551,660)  $12,234,909  ($6,211,274)  ($2,155,515)  $3,868,120
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.
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:
Year
  
Average Reported Summary
Compensation Table Total for 
Non-PEO
NEOs
  
Average Reported Value of  
Equity Awards
  
Average Non-PEO NEO
Equity Award Adjustments
a
  
  
Average Compensation  
Actually Paid to
Non-PEO
NEOs
2023
  $6,457,253  ($3,966,598)  $2,791,242  $5,281,897
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:
      
Average
Non-PEO
NEO Equity Award Adjustments
Year
  
Grant Date
Fair Value of
Equity Awards
Disclosed in
the Summary
Compensation
Table
  
Year End
Fair Value of
Equity Awards
Granted During
the Covered
Year
  
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
  
Fair Value
of Awards
Granted and
Vesting in the
Covered Year
  
Value of
Awards
Granted in
Prior Years
Vesting During
the Covered
Year
  
Change in
Fair Value of
Awards that
Failed to Meet
Applicable
Vesting
Conditions
  
Average
Non-PEO
NEO
Equity Award
Adjustments
2023
  ($3,966,598)  $3,519,513  ($474,941)  $28,489  ($262,448)  ($19,370)  $2,791,242
6.
Represents the cumulative TSR measured from 12/31/2019 through the end of each year shown for the S&P 500 GICS 4020 Index, identified by Nasdaq as the “New Peer Group” in its 2023
10-K
for the purposes of Item 201(e) of Regulation
S-K.
Nasdaq specifically changed its Peer Group to this Index because it reflects a blend of exchanges, as well as data, financial technology, and banking companies that align more closely with Nasdaq’s diverse business and competitors.
7.
Represents the cumulative TSR measured from 12/31/2019 through the end of each year shown for a custom peer group, as disclosed by Nasdaq for the purposes of Item 201(e) of Regulation
S-K,
reflecting the “2022 Peer Group.” The 2022 Peer Group will be replaced by the “2023 Peer Group” or “New Peer Group” going forward. The 2022 Peer Group for each of 2022, 2021, and 2020 was comprised of the same peer companies. TSR figures shown are calculated based on weightings according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated, in accordance with Item 201(e) of Regulation
S-K.
The TSR calculations applicable to last year’s comparable disclosure for the purposes of Item 201(e) of Regulation
S-K
for the 2022 Peer Group were calculated based on weightings according to each peer company’s stock market capitalization at the end of each period for which a return is indicated.
8.
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
9.
The Company believes Non-GAAP Operating Income is the financial performance measure most closely linked to the calculation of compensation actually paid. Non-GAAP Operating Income is defined as set forth in footnote 1 of the “Corporate Objectives Performance vs. Goals” table on page 76 of this Proxy Statement. See also Annex A of this Proxy Statement for more information on adjustments to non-GAAP measures.
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| Nasdaq Proxy Statement
 | EXECUTIVE COMPENSATION
Analysis of the Information Presented in the Pay versus Performance Table
LOGO
LOGO
The tables and graphs above demonstrate that over the measurement period, compensation actually paid for the PEO and
non-PEO
NEOs trended directionally with the Company’s cumulative TSR and net income from 2020 to 2023. While compensation actually paid also correlated with the Company Selected Measure
(Non-GAAP
Operating Income) from 2020 to 2022, compensation actually paid decreased from 2022 to 2023 even as the Company Selected Measure increased. The changes in compensation actually paid are largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed the peer group.
 
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 | EXECUTIVE COMPENSATION
Tabular List of Financial Performance Measures
The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s PEO and
non-PEO
NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Non-GAAP
Operating Income
Net Revenue
ARR
Non-GAAP
Diluted EPS
113

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

CEO Pay Ratio

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

Our methodology to identify the median of the annual total compensation of all employees in 2021 included the following assumptions, adjustments, and estimates.estimates:

 

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

 

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

– As permitted under the non-U.S. de minimis exemption, we excluded 270 employees located in jurisdictions outside of the United States, as follows: (1) three employees in Belgium, (2) five employees in Italy, (3) three employees in South Korea, (4) three employees in the Netherlands, (5) 251 employees in the Philippines, (6) two employees in Saudi Arabia, (7) one employee in Turkey and (8) two employees in the United Arab Emirates.

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

 

·–

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

–

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

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

 

·• 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.

 

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

Using this methodology, we determined that the median employee was an exempt, full timefull-time professional employee located in the U.S. Based on those factors, we determined the 20212023 CEO Pay Ratio as such:

 

·• The 20212023 annual total compensation of Ms. Friedman was $19,965,893.$18,498,752.

 

·• Based on the same methodology we use for NEOsused in calculating the total reflected in the Summary Compensation Table, the 20212023 annual total compensation of the median employee was $98,946.$117,468.

 

·• The ratio of the 20212023 annual total compensation of Ms. Friedman to the 20212023 annual total compensation of the median employee was 202157 to 1.

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. The SEC’s rules also allow companies to exclude up to 5% of their workforceemployee 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.

 

 

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LOGO

Audit & Risk

2024 | Nasdaq Proxy Statement | AUDIT & RISK

LOGO

Audit & Risk Committee Report

The Audit & Risk Committee operates under a written charter. The charter, which was last amended effective February 23, 2022,20, 2024, includes the Audit & Risk Committee’s duties and responsibilities.

The Audit & Risk Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of Nasdaq’s accounting, auditing, and financial reporting practices and risk management. As part of this effort, the Audit & Risk Committee reviews the disclosures in annual reports on Form 10-K, quarterly reports on Form 10-Q, and quarterly earnings releases. In addition, the Audit & Risk Committee assists the Board by reviewing and discussing Nasdaq’s regulatory and compliance programs, ERM structure and process, Global Employee Ethics Program, and the SpeakUp! Program, andwhich includes the confidential whistleblower process. The Audit & Risk Committee charter complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and The Nasdaq Stock Market.

For a description of the Audit & Risk Committee’s key accomplishments in 2021,2023, please refer to page 32.35.

Review of Audited Financial Statements

The Audit & Risk Committee:

 

·• 

reviewed and discussed the audited financial statements with management;

 

·• 

discussed with the independent registered public accounting firm all communicationsthe matters required by generally accepted auditing standards, including those described in Auditing Standard No. 1301, “Communications with Audit & Risk Committees,” as adoptedto be discussed by the PCAOB;applicable requirements of the PCAOB and

the SEC; and

 

·• 

received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit & Risk Committee concerning independence and discussed with the independent registered public accounting firm the firm’s independence.

Based on the review and discussions discussed above, the Audit & Risk Committee recommended to the Board of Directors that the audited financial statements be included in the Form 10-K.

The Audit & Risk Committee

 

LOGOLOGO

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2024 | Nasdaq Proxy Statement | AUDIT & RISK

Annual Evaluation and 20222024 Selection of Independent AuditorsAuditor

The Audit & Risk Committee annually evaluates the performance of the Company’s independent auditors, including the senior audit engagement team, and determines whether to reengage the current independent auditors or consider other audit firms.

The Audit & Risk Committee assessed Ernst & Young LLP’s performance as independent auditor during fiscal year 2021,2023, including the performance of the Ernst & Young LLP lead audit partner and the audit team. As part of its assessment, the Audit & Risk Committee considered several factors, including:

 

·• 

relevant industry expertise and geographical reach;

 

·• 

an annual report from Ernst & Young LLP describing the independent auditors’ internal quality control procedures;

 

·• 

the firm’s independence and integrity;

 

·• 

the quality of communication with the Audit & Risk Committee;

 

·• 

the appropriateness of fees;

 

·• any material issues raised by the most recent internal quality control review or peer review or other external data on audit quality and performance; and

 

·• the quality and efficiency of the services provided, including the performance of the Ernst & Young LLP lead audit partner and the audit team.

The Audit & Risk Committee also considered the impact of changing auditors when assessing whether to retain the current independent auditor. The Audit & Risk Committee determined that Ernst & Young LLP’s longer tenure is a benefit tobenefits Nasdaq as it bringsgiven their institutional expertise and knowledge of Nasdaq’s complex operations, accounting policies and practices, and internal controls over financial reporting. The Audit & Risk Committee most recentlylast conducted a request for proposal for the independent auditor relationship in 2019.

According to applicable SEC rules, the lead audit partner at Ernst & Young LLP, our external auditor, may provide a maximum of five consecutive years of service to us. The currentprior Ernst & Young LLP lead audit partner was assigned to us commencing with the audit of our financial statements for the fiscal year ending December 31, 2019. A new lead partner was assigned in early 2024 for the audit of our financial statements for the fiscal year ended December 31, 2019.2024.

Based on the assessment of Ernst & Young LLP’s performance, the Audit & Risk Committee believes that retaining Ernst & Young LLP for the fiscal year ending December 31, 20222024 is in the best interests of Nasdaq and its shareholders.

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2024 | Nasdaq Proxy Statement | AUDIT & RISK

Audit Fees and All Other Fees

The table below shows the amount of fees we paid to Ernst & Young LLP for fiscal years 20212023 and 2020,2022, including expenses.

 

   
   2021  2020

Audit fees1

  $5,354,450  $5,024,454

Audit-related fees2

  $1,266,350  $1,072,720

Audit and audit-related fees

  $6,620,800  $6,097,174

Tax fees3

  $445,507  $167,702

All other fees4

  $2,098,306  $1,277,870

Total5

  $9,164,613  $7,542,746

    2023  2022

Audit fees1

  $6,916,446       $6,764,899      

Audit-related fees2

  $984,900  $1,915,900

Total audit and audit-related fees

  $7,901,346  $8,680,799

Tax fees3

  $722,587  $439,014

All other fees4

  $51,500  $317,816

Total fees paid

  $8,675,433  $9,437,629

 

1.

Audit services were provided globally in 20212023 and 2020.2022. Fees related to audits of international subsidiaries are translated into U.S. dollars. Audit fees primarily represent fees for: the audit of Nasdaq’s annual financial statements included in the Form 10-K; the review of Nasdaq’s Quarterly Reportsquarterly reports on Form 10-Q; statutory audits of subsidiaries as required by statutes and regulations; accounting consultations on matters addressed during the audit or interim reviews; comfort letters and consents; and the internal control attestation and reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

 

2.

The 20212023 and 20202022 audit-related fees primarily include due diligence on strategic initiatives, including M&A, as well as other attestation reports issued related to Nasdaq’s regulatory environment.

 

3.

The increase in tax fees in 20212023 as compared to 20202022 was primarily due to higher consultation fees regarding tax matters.

 

4.

OtherAll other fees in 20212023 and 2020 relate2022 related to non-financial assessments performed. In 2023, all other fees were primarily associated with organization control audits under Statement on Standards for Attestation Engagements No. 18, and in 2022, all other fees were primarily related to the Swedish Financial Supervisory Authority listing requirements for companies applying for a listing on Nasdaq Stockholm AB. The validation of these companies is required to be performed by an external accounting firm. The fees arewere collected from the listing companies by us and paid to Ernst & Young LLP on behalf of the listing companies. In addition, other fees include fees for services related to organization control audits under Statement on Standards for Attestation Engagements No. 18.

5.

Fees exclude services provided to Nasdaq’s non-profit entities and services provided in relation to Nasdaq’s role as administrator for the Unlisted Trading Privileges Plan.

The Audit & Risk Committee pre-approves both audit and non-audit services performed by the independent registered public accounting firm, and our Audit & Risk Committee pre-approved all such services in 20212023 and 2020.2022.

 

 

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2024 | Nasdaq Proxy Statement | AUDIT & RISK

Proposal 3:

Ratification of the Appointment of Ernst & Young

LLP as Our Independent Registered Public

Accounting Firm for the Fiscal Year Ending

December 31, 20222024

 

✓
LOGO  

The Board unanimously recommends that

shareholders vote FOR ratification of the

appointment of Ernst & Young LLP.

Nasdaq is asking shareholders to ratify the Audit & Risk Committee’s appointment of Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for the fiscal year ending December 31, 2024. As outlined in the Audit & Risk Committee charter, the Audit & Risk Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit Nasdaq’s financial statements. Following the process described under “Audit & Risk — Annual Evaluation and 20222024 Selection of Independent Auditors,” the Audit & Risk Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2024.

If the shareholders do not ratify the selection, the Audit & Risk Committee will reconsider whether to retain Ernst & Young LLP. Even if the selection is ratified, the Audit & Risk Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Nasdaq and its shareholders. Representatives of Ernst & Young LLP will be present during the Annual Meeting and will have the opportunity to make a statement and be available to respond to appropriate questions by shareholders. The Audit & Risk Committee and the Board believe that the continued retention of Ernst & Young LLP as the independent registered public accounting firm is in the best interests of Nasdaq and its shareholders.

LOGO

Other Items 111

 

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Other Items

2024 | Nasdaq Proxy Statement | OTHER ITEMS

Proposal 4:

Approve an Amendment to Nasdaq’s Charter to Increase the Total Number of Authorized Shares of Common Stock to Effect a Proposed 3-for-1 Stock SplitShareholder Proposal – Special Shareholder

Meeting Improvement

 

✓
LOGO

The Board unanimously recommends that shareholders vote FOR the amendment to Nasdaq’s charter.

After due consideration, and upon the recommendation of our Finance Committee, our Board of Directors has determined that it is advisable and in the best interests of Nasdaq and its shareholders to amend Nasdaq’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from three hundred million (300,000,000) to nine hundred million (900,000,000), and correspondingly increase the total number of shares of capital stock that Nasdaq is authorized to issue from three hundred thirty million (330,000,000) to nine hundred thirty million (930,000,000) in order to provide us with sufficient authorized but unissued shares to effect a proposed 3-for-1 stock split. Thus, our Board of Directors has approved, adopted and authorized an amendment to our Amended and Restated Certificate of Incorporation, the text of which is set forth in Annex B to this Proxy Statement.

General

Article Fourth, Paragraph A of our Amended and Restated Certificate of Incorporation provides that the total number of shares of stock that we have the authority to issue is three hundred thirty million (330,000,000), consisting of thirty million (30,000,000) shares of Preferred Stock, and three hundred million (300,000,000) shares of common stock. The proposed amendment (the “Proposed Charter Amendment”) to our Amended and Restated Certificate of Incorporation would:

increase the total number of authorized shares of common stock from three hundred million (300,000,000) to nine hundred million (900,000,000); and

increase the total number of shares of capital stock from three hundred thirty million (330,000,000) to nine hundred thirty million (930,000,000).

The Proposed Charter Amendment would not change the total number of authorized shares of preferred stock.

In connection with our operation of self-regulatory organizations in the United States, Nasdaq is subject to SEC oversight, as prescribed by the Exchange Act. Under the Exchange Act, these self-regulatory organizations must submit to the SEC proposed changes to any of their rules, practices and procedures, including amendments to provisions of our Amended and Restated Certificate of Incorporation that are deemed to constitute rules. We expect to begin the process of obtaining approval from the SEC on or about the date of the filing of our Definitive Proxy Statement. We cannot guarantee that the SEC will approve of the proposed changes. If the Proposed Charter Amendment is adopted by our shareholders at the 2022 Annual Meeting and approved by the SEC, the Proposed Charter Amendment will be filed with the Secretary of State of the State of Delaware and become effective in connection with such filing. We expect to make such filing as soon as practicable after receiving the approval of both the SEC and our shareholders.

The additional shares of common stock authorized by the Proposed Charter Amendment, if and when issued, would have the same rights and privileges as the shares of common stock currently authorized under our Amended and Restated Certificate of Incorporation. The par value per share of our common stock will not be affected by the Proposed Charter Amendment.

As of the record date, we had three hundred million (300,000,000) shares of our common stock authorized, of which [●] shares were issued and outstanding and approximately [●] shares have been granted or remain available for grant under our Equity Plan and ESPP. In addition, we have 30,000,000 shares of preferred stock authorized, of which no shares were issued and outstanding. Therefore, as of the record date, we had only approximately [●] shares of common stock available for issuance, which is not enough to effect the proposed stock split without effecting the Proposed Charter Amendment.

Purpose of the Proposed Charter Amendment

On March 23, 2022, the Board of Directors approved pursuing an effective 3-for-1 forward stock split by way of a stock dividend contingent upon the approval of the adoption of the Proposed Charter Amendment by both our shareholders and the SEC, pursuant to which the holders of record of shares of common stock would receive by way of a dividend, two shares of common stock for each share of common stock held by such holder (the “Stock Dividend”). In the event the Stock Dividend is declared and paid, we will also make appropriate adjustments to our Equity Plan, ESPP and outstanding equity-based awards, including adjustments to the number of shares of common stock authorized for issuance under such plans and to the terms of such awards, in accordance with the parameters of the Stock Dividend and the terms of such plans. As a result, the Stock Dividend would significantly increase the number of shares of common stock issued and outstanding and the number of shares of common stock authorized for issuance under our Equity Plan and ESPP, thus necessitating an increase in the number of authorized shares under our Amended and Restated Certificate of Incorporation.

If the Proposed Charter Amendment is filed with the Secretary of State of the State of Delaware and becomes effective, the shares of common stock authorized by our Amended and Restated Certificate of Incorporation (as amended by the Proposed Charter Amendment) that are in excess of those distributed pursuant to the Stock Dividend will be available for issuance at such times and for such corporate purposes as our Board of Directors (or an authorized committee thereof) may deem advisable, including, without limitation, potential acquisitions, strategic partnerships, equity financings, equity incentives to employees, payments of future stock dividends and other forms of recapitalizations, without further shareholder approval (except as may be required by applicable law or the rules of any stock exchange or stock market on which the common stock may be listed or traded).

Stock Dividend

The trading price of our common stock has risen significantly over the past several years, reflecting the consistently strong performance of our Company. Since we first became a publicly traded company, the total number of authorized shares of our common stock has remained constant at three hundred million (300,000,000). However, over the last five years, the trading price of our common stock has increased by approximately [●]. As the trading price of our common stock has risen, we have carefully evaluated the effect of the trading price of our common stock on the liquidity and marketability of our common stock. We believe that this considerable price appreciation may be affecting the liquidity of our common stock, making it more difficult to efficiently trade and less affordable to certain classes of investors and, therefore, potentially less attractive to certain investors. The price of one share of our common stock on March 31, 2017 was $69.45 and the closing market price of one share our common stock on April 1, 2022 was $181.92 as reported on the Nasdaq Stock Market. Our Board believes that declaring and paying the Stock Dividend may support liquidity in the trading of our common stock and make the common stock more attractive to a broader range of investors. The Board believes it is in our and our shareholders’ best interests to increase the number of authorized shares of common stock for the purpose of, among other things, providing Nasdaq with sufficient authorized but unissued shares of common stock to declare and pay the proposed Stock Dividend.

If our shareholders adopt and the SEC approves the Proposed Charter Amendment, it is expected that the Board of Directors (or an authorized committee thereof) will declare the Stock Dividend and fix a record date and distribution date for such Stock Dividend soon thereafter. While the Board of Directors currently intends that the Board of Directors (or an authorized committee thereof) will declare the Stock Dividend and fix a distribution date that is shortly after the Proposed Charter Amendment is filed with the Secretary of State of the State of Delaware and becomes effective, the decision of the Board of Directors (or an authorized committee thereof) as to whether and when to declare and pay the Stock Dividend will be based on a number of factors, including market conditions and existing and expected trading prices for the common stock.

Effect of the Proposed Charter Amendment

If the Proposed Charter Amendment is adopted and becomes effective and, if the Stock Dividend is declared and paid, the aggregate number of shares of common stock either issued and outstanding or that may be issued pursuant to equity awards or otherwise reserved for issuance under Nasdaq’s Equity Plan and ESPP would total approximately [●], which is in excess of the three hundred million (300,000,000) shares of common stock currently authorized under our Amended and Restated Certificate of Incorporation. Having an additional [●] shares of common stock available for issuance after the payment of the Stock Dividend would provide Nasdaq with similar flexibility to what we currently have to issue shares of common stock without the expense and delay of a shareholders’ meeting.

Future issuances of shares of common stock could have a dilutive effect on the EPS, voting power and percentage shareholdings of current shareholders. In addition, the availability of additional shares of common stock for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of Nasdaq. We do not believe, however, that the Proposed Charter Amendment would have an anti-takeover effect, and we have not proposed the increase in the authorized number of shares of common stock with the intention of using the additional shares for anti-takeover purposes.

Right to Abandon the Proposed Charter Amendment and Stock Dividend

We may abandon the Proposed Charter Amendment at any time before the effectiveness of the filing of the Proposed Charter Amendment with the Secretary of State of the State of Delaware and may also abandon the Stock Dividend, in each case without further action by our shareholders, notwithstanding the authorization of the Proposed Charter Amendment by our shareholders and the SEC.

No Appraisal Rights

Under the General Corporation Law of the State of Delaware, our shareholders are not entitled to appraisal rights in connection with the Proposed Charter Amendment or the Stock Dividend.

Vote Required

Approval of the adoption of the Proposed Charter Amendment requires the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote thereon.

If you abstain from voting on this matter, your abstention will have the same effect as a vote “against” the approval of the adoption of the Proposed Charter Amendment. If you hold your shares through a broker and you do not instruct the broker on how to vote on this proposal within a specified period of time prior to the meeting, your broker has the authority to vote your shares. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum.

Proposal 5:

Shareholder Proposal – Special Shareholder Meeting Improvement

X

The Board unanimously recommends that shareholders vote AGAINST Proposal 5.4.

Mr. Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021-2100, owner of no less than 100500 shares of Nasdaq common stock, has informed Nasdaq that he plans to introduce the following proposal at the Annual Meeting. We are not responsible for the accuracy or content of the proposal and supporting statement, which are presented below as received from the proponent. The proposal and supporting statement are quoted verbatim in italicsthe box below.

 

SHAREHOLDER PROPOSAL

Proposal 54 - Special Shareholder Meeting Improvement

 

LOGOLOGO

Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.

One of the main purposes of this proposal is to give shareholders the right to formally participate in calling for a special shareholder meeting regardless of their length of stock ownership to the fullest extent possible.

Currently it takes a theoretical 15% of all shares outstanding to call for a special shareholder meeting. This theoretical 15% of all shares outstanding translates into 24% of the shares that vote at our annual meeting.

It would be hopeless to think that shares that do not have time to vote would have time to go through the special procedural steps to call for a special shareholder meeting.

And it goes downhill from here. All shares held for less than one full year are 100% disqualified from formal participation in calling for a special shareholder meeting. Thus the shareholders who own 24% of the shares that vote at the annual meeting could determine that they own 33% of NDAQ stock when length of stock ownership is factored out.

And then all NDAQ shares not held long are 100% disqualified. Thus the shareholders who own 33% of NDAQ stock could determine that they own close to 40% of NDAQ stock when their shares not held long are included.

A 15% stock ownership requirement that can in practice be close to a 40% stock ownership requirement is nothing for managementthe NDAQ Board of Directors to brag about. And the NDAQ managementBoard likes to brag about its shareholder engagement even when management disingenuously distributes voter guides for dummies shortly before the voting at the annual meeting that are filed with the SEC that tell shareholders how to vote in lockstep with the managementBoard’s party line.

It is also important to vote for this proposal because we gave 46% support-support to a 2018 proposal for a related shareholder right to act by written consent and we still do not have a right to act by written consent. This

It is important to pay attention to the 46% support may have represented 51% support from-support because it takes more of a NDAQ shareholder conviction to vote for the NDAQ shares that have accesswritten consent proposal and in turn vote against the Board of Directors recommendation for no right for shareholder written consent than to independent proxy voting advice and are not forced to rely onvote with the conflicted opinions of management.Board’s recommendation.

Many companies provide for both aA more reasonable shareholder right to call a special shareholder meeting and a shareholder rightcould give Ms. Adena Friedman, NDAQ Chairman, more of an incentive to act by written consent. Southwest Airlinesimprove her performance. Ms. Friedman received the most against votes of any NDAQ director in 2023 and Target are companies that do not provide for shareholder written consent and yet provide for 10% of shares to call for a special shareholder meeting.meeting could be called to replace Ms. Friedman. Ms. Friedman was given the additional title of Chairman in January 2023 and NDAQ stock declined from $60 to $50 in a 10-month period afterwards.

Please vote yes:

Special Shareholder Meeting Improvement - Proposal 54

 

 

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Board Of Directors’2024 | Nasdaq Proxy Statement In Opposition | OTHER ITEMS

The Board has carefully considered this proposal and concluded that its adoption is unnecessary and not in the best interests of the Company or our shareholders. The Board unanimously recommends that shareholders vote AGAINST this proposal, as further explained below.

 

Board of Directors’ Statement in Opposition

The Board has carefully considered this proposal and concluded that its adoption is unnecessary and not in the best interests of the Company or our shareholders. The Board unanimously recommends that shareholders vote AGAINST this proposal, as further explained below.

 

Reasons to vote againstVote

Against this proposal

  ✓

Proposal

  

•Shareholders already have a meaningful right to call a special meeting with a 15% thresholdthreshold.

✓

•  Shareholders previously voted on a substantially similar proposal from this proponent at our 2022 Annual Meeting and voted against the proposed change to the existing special meeting voting threshold.

•The proposed 10% threshold is lower than the threshold at a majority of S&P 500 companies that offer shareholders the right to call a special meetingmeeting.

✓

•Special meetings require significant resources, and the lower threshold could be abused or lead to an unnecessary disruption of management’s time and energy in leading Nasdaq and driving value for all shareholdersshareholders.

✓

•Nasdaq’s existing strong corporate governance practices emphasize Board accountability and provide shareholders with numerous opportunities for shareholder actionaction.

•  The proposal contains numerous incorrect and misleading statements.

 

Nasdaq shareholders already have the ability to call special meetings.

Nasdaq shareholders already have the ability to call special meetings.

The Board acknowledges the importance of allowing shareholders a meaningful right to call special meetings in appropriate circumstances. Currently, shareholders holding at least 15% of Nasdaq’s outstanding capital stock for at least one year may call a special meeting of shareholders. This right, which was adopted in response to feedback from our shareholders, permits Nasdaq’s shareholders to bring important matters before all shareholders for consideration in a fully transparent and equitable manner.

The Board believes that our current 15% ownership threshold achieves a reasonable and appropriate balance between providing shareholders with the ability to call a special meeting, while protecting the majority of shareholders against the ability of a small minority to utilize the special meeting right to advance their own self-interests. Given our shareholder base, reducing the ownership threshold to 10% could enable a small minority of shareholders (or even a single shareholder) to use the special meeting right (and the expenses and distractions that come along with calling a special meeting) to pursue narrow short-term interests that are not widely viewed among our shareholder base as requiring immediate attention or that are not aligned with the long-term interests of the Company or our shareholders generally.

The Board believes maintaining the current 15% ownership threshold preserves a reasonable and appropriate balance between providing shareholders with a right to call a special meeting and protecting against the unnecessary waste of corporate resources and disruption associated with convening frivolous special meetings.

Nasdaq shareholders previously considered a substantially similar proposal, and strongly voted against lowering the special meeting voting threshold.

The proponent of this shareholder proposal presented a substantially similar proposal at our 2022 Annual Meeting, and our shareholders resoundingly voted against the proposal to lower the special meeting voting threshold from 15% to 10%. The proposal received the support of only 31% of votes cast on the proposal at least 15% of Nasdaq’s outstanding capital stock for at least one year may call a special meeting of shareholders. This right, which was adopted in response to feedback from our shareholders, permits Nasdaq’s shareholders to bring important matters before all shareholders for consideration in a fully transparent and equitable manner.

The Board believes that our current 15% ownership threshold achieves a reasonable and appropriate balance between providing shareholders with the ability to call a special meeting, while protecting shareholders against a small minority of shareholders who may utilize the special meeting right to advance their own self-interests. Given our shareholder base, reducing the ownership threshold to 10% could enable a small minority of shareholders (or even a single shareholder) to trigger the expense and distraction of a special meeting to pursue narrow short-term interests that are not widely viewed among our shareholder base as requiring immediate attention or that are not aligned with the long-term interests of the Company or our shareholders generally.

The Board believes maintaining the 15% ownership threshold preserves a reasonable and appropriate balance between providing shareholders with a right to call a special meeting and protecting against the unnecessary waste of corporate resources and disruption associated with convening a special meeting that may be inappropriate.

Statements in the shareholder proposal are incorrect and misleading.

We believe that certain assertions made in the shareholder proposal and supporting statement are incorrect and misleading. While we will not address each such statement, the proposal includes various percentages that the proponent claims are required to call a special meeting, from the current 15% as set forth in the Company’s By-Laws up to a 40% requirement. These references to various thresholds are particularly misleading given the purpose of this proposal is to reduce the relevant threshold from 15% to 10%. The proponent repeatedly overstates the current 15% ownership threshold with references to higher numbers that are not included in the Company’s By-Laws.

Additionally, the Company did not “disingenuously distribute[s] voter guidelines for dummies shortly before the voting at the annual meeting.” The only materials provided by the Company to our shareholders in 2021 were publicly filed with the SEC. The Company has no plans to distribute any materials, other than those that are or will be publicly filed, prior to the 2022 Annual Meeting.

Additionally, during our engagement meetings with shareholders in 2023 and 2024, as further described in this Proxy Statement, no shareholder raised the issue of our special meeting voting threshold for discussion. The absence of feedback from our shareholders, and the vote against this substantially similar shareholder proposal at the 2022 Annual Meeting, reflect our shareholders’ belief that our current strong corporate governance practices, including our threshold of 15% for special meetings, meet their expectations.

 

 

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2024 | Nasdaq Proxy Statement | OTHER ITEMS

Our existing 15% special shareholder meeting threshold is more favorable to shareholders than thresholds of other large public companies.

Among S&P 500 companies, approximately 70%73% provide shareholders with a right to call special meetings. Of those, approximately 62%56% set the threshold above 15%, and approximately 14%17% set the threshold at 15%, as does Nasdaq. Among our exchange peers, our threshold of 15% to call a special meeting is the lowest, and several peers do not afford shareholders the right to call a special shareholder meeting at all.

Together with our strong corporate governance policies and practices, our annual shareholder engagement program that solicits shareholder feedback throughout the year on various corporate governance and other topics, and the various shareholder-friendly governance provisions that we have adopted (as described below and elsewhere in this Proxy Statement), the Board believes that our current 15% special meeting threshold remains appropriate and enhances shareholder rights, yet still reasonably allows shareholders to call a special meeting.

Special shareholder meetings require significant resources and management time.

A special shareholder meeting requires a substantial commitment of time, effortenergy, and resources by the Company, regardless of whether the meeting is held in person or virtually. The Company must pay to prepare, print, and distribute to shareholders the required SEC disclosure documents related to the meeting, solicit proxies, hold the meeting, tabulate votes, file the voting results with the SEC and, for a virtual meeting, engage a service provider to host the meeting online. A threshold of just 10% risks that a group of shareholders whose interests do not align with shareholders generally will call a meeting, thus spending Company time and resources and risking distraction of our Board and management from their primary focus of growing our business and enhancing shareholder value.

Nasdaq’s corporate governance practices emphasize Board accountability and provide numerous opportunities for shareholder action.

In addition to providing for extensive shareholder engagement throughout the year and our current shareholder right to call special meetings, Nasdaq’s existing corporate governance practices and policies emphasize Board accountability and give shareholders ample opportunity to take action. Significant examples include the following:following.

•Proxy Access. In response to feedback from shareholders, Nasdaq adopted a proxy access provision that allows a shareholder (or group of shareholders) that complies with certain customary requirements to nominate candidates for service on the Board and have those candidates included in Nasdaq’s proxy materials.

•Elimination of Supermajority Voting. In response to feedback from shareholders, Nasdaq eliminated supermajority voting requirements from its governance documents.

•Majority Voting in Director Elections. In response to feedback from shareholders, Nasdaq amended its governance documents to provide that, in an uncontested election of directors, director nominees are elected by a majority of the votes cast. Moreover, 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 the resignation will be considered by the Nominating & ESG Committee, which will recommend to the full Board whether or not to accept the resignation.

•Annual Elections of Directors. All of Nasdaq’s directors are elected annually by our shareholders.

•Robust Lead Independent Director Role. In connection with the appointment of our Chief Executive Officer as the Chair of the Board in January 2023, the Board appointed a Lead Independent Director to help ensure an independent and engaged Board of Directors, and the Board strengthened the oversight responsibilities of the Lead Independent Director. These significant Lead Independent Director responsibilities contribute meaningfully to the Board’s independent oversight of management and help ensure the perspectives of the independent directors are represented on the Board.

•No “Poison Pill.” We do not have a “poison pill,” which is a defensive tactic used by a corporation’s board of directors against a takeover. Such plans are generally viewed negatively by shareholder rights advocates.

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2024 | Nasdaq Proxy Statement | OTHER ITEMS

 

Proxy Access. In response to feedback from shareholders, Nasdaq adopted a proxy access provision that allows a shareholder (or group of shareholders) that complies with certain customary requirements to nominate candidates for service on the Board and have those candidates included in Nasdaq’s proxy materials.

•Annual Advisory Vote to Approve Executive Compensation. On an annual basis, shareholders have the opportunity to provide feedback on the compensation of our NEOs through an advisory vote.

 

•Board Composition. Nasdaq’s Board is comprised of 12 directors, of whom 11 are independent. The Board consists of individuals with highly relevant and complementary skills, professional experience, and backgrounds, who bring diverse viewpoints and perspectives and effectively represent the long-term interests of our shareholders.

Elimination of Supermajority Voting. In response to feedback from shareholders, Nasdaq eliminated supermajority voting requirements from its governance documents.

Majority Voting in Director Elections. In response to feedback from shareholders, Nasdaq amended its governance documents to provide that, in an uncontested election of directors, director nominees are elected by a majority of the votes cast. Moreover, 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 the resignation will be considered by the Nominating & ESG Committee, which will recommend to the full Board whether or not to accept the resignation.

Annual Elections of Directors. All of Nasdaq’s directors are elected annually by our shareholders.

Director Nominations. Nasdaq’s By-Laws permit shareholders to nominate persons for election to the Board or propose other business to be considered at an annual or special meeting called by the Board.

Independent Board Leadership. Nasdaq has separated the roles of Chairman of the Board and President and CEO. The Chairman of the Board is an independent director, as are all of the Chairs of the Board Committees.

No “Poison Pill.” We do not have a “poison pill,” which is a defensive tactic used by a corporation’s board of directors against a takeover. Such plans are generally viewed negatively by shareholder rights advocates.

Annual Advisory Vote to Approve Executive Compensation. On an annual basis, shareholders have the opportunity to provide feedback on the compensation of our NEOs through an advisory vote.

Advance Notice Provisions. Nasdaq’s By-Laws establish an advance notice procedure for director nominations or other proposals that are not submitted for inclusion in the Proxy Statement, but that a shareholder instead wishes to present directly at an Annual Meeting.

Nasdaq has consistently demonstrated that when it believes a particular action requested by a shareholder is in the best interests of all shareholders, the Board will support that action. Many of the practices described above were adopted in response to shareholder feedback.

Nasdaq believes that its corporate governance practices and policies enable shareholders to act in support of their interests while avoiding the risks associated with a lower threshold to call a special meeting.

SummaryThe proposal contains numerous incorrect and misleading statements.

We believe that certain assertions made in the shareholder proposal and supporting statement are incorrect and misleading. While we will not address each such statement, the proposal refers to various percentages that the proponent claims are required to call a special meeting, from the actual 15% as set forth in the Company’s By-Laws up to a purported 40% requirement. These references to various thresholds are particularly misleading given the purpose of this proposal is to reduce the relevant threshold from 15% to 10%. The proponent repeatedly overstates the current 15% ownership threshold with references to higher numbers that are not included in the Company’s By-Laws.

Summary

The Company is proud of its consistent engagement with, and responsiveness to, its shareholders, as shown by its adoption of corporate governance policies that seek to serve the interests of all of our shareholders. Shareholders have previously voted on this issue just two years ago, and overwhelmingly voted against lowering the special meeting voting threshold from 15% to 10%. Nasdaq’s existing 15% threshold to call a special shareholder meeting is strongly supportive of shareholder rights and is lower than the threshold at most S&P 500 companies. Accordingly, the adoption of the proposal to lower such percentage is unnecessary, inappropriate, and not in the best interests of Nasdaq and its shareholders.

 

 

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2024 | Nasdaq Proxy Statement | OTHER ITEMS

Other Business

The Nasdaq Board knows of no business other than the matters described in this Proxy Statement that will be presented at the Annual Meeting. To the extent that matters not known at this time may properly come before the Annual Meeting, absent instructions thereon to the contrary, the enclosed proxy will confer discretionary authority with respect to such other matters and it is the intention of the persons named in the proxy to vote in accordance with their judgment on such other matters.

Security Ownership of Certain Beneficial Owners and Management

The following table and accompanying footnotes show information regarding the beneficial ownership of our common stock as of the the record date by:

• each person who is known by us to own beneficially more than 5% of our common stock;

•each person who is known by us to own beneficially more than 5% of our common stock;

• each current director and nominee for director;

•each current director and nominee for director;

• each NEO; and

•each NEO; and

• all directors and executive officers as a group.

•all directors and executive officers as a group.

Except as otherwise indicated, we believe that the beneficial owners listed below, based on information furnished by such owners, will have sole investment and voting power with respect to such shares, subject to community property laws where applicable. All vested options, vested shares of restricted stockunderlying RSUs, and vested shares underlying PSUs referred to in the table were granted under the Equity Plan. Shares of common stock underlying options that are currently exercisable or shares of restricted stock unitsRSUs that will vest within 60 days of the record date are considered outstanding and beneficially owned by the person holding the options or restricted stock unitsRSUs for the purposes of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Holders of RSUs and PSUs granted under the Equity Plan have the right to direct the voting of the shares underlying those RSUs and PSUs only to the extent the shares are vested.

As of the record date, [●]576,532,624 shares of common stock were outstanding. Except as noted below, each shareholder is entitled to the number of votes equal to the number of shares of common stock held by such shareholder, subject to the 5% voting limitation contained in our Amended and Restated Certificate of Incorporation that generally prohibits a shareholder from voting in excess of 5% of the total voting power of Nasdaq.

 

 

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2024 | Nasdaq Proxy Statement | OTHER ITEMS

Name of Beneficial Owner

  

Common Stock

Beneficially Owned 

  Percent
of Class 

Thoma Bravo1

110 N. Wacker Drive

32nd Floor

Chicago, IL 60606

  85,608,414  14.8%

Borse Dubai Limited2

P.O. Box 506690, Level 8, The Exchange

Dubai International Financial Centre

Dubai, UAE

  58,341,545  10.1%

Investor AB3

Arsenalsgatan 8C, S-103 32

Stockholm, Sweden

  58,182,426  10.1%

The Vanguard Group, Inc.4

100 Vanguard Blvd.

Malvern, PA 19355

  45,065,891  7.8%

BlackRock, Inc.5

50 Hudson Yards

New York, NY 10001

  30,160,290  5.2%

Melissa M. Arnoldi

  37,071  *

Charlene T. Begley

  36,459  *

Steven D. Black

  144,469  *

Adena T. Friedman6

  2,648,138  *

Essa Kazim7

  128,103  *

Thomas A. Kloet8

  82,029  *

Kathryn A. Koch

  —  *

Holden Spaht9

  —  *

Michael R. Splinter10

  206,601  *

Johan Torgeby

  17,324  *

Toni Townes-Whitley

  7,929  *

Jeffery W. Yabuki11

  3,575  *

Alfred W. Zollar

  32,982  *

Brendan Brothers

  32,736  *

Tal Cohen

  99,703  *

Ann M. Dennison12

  62,645  *

P.C. Nelson Griggs

  159,509  *

Sarah Youngwood

  —  *

All Directors and Executive Officers of Nasdaq as a Group

(21 Persons)

  4,014,425  *

 

*
Name of Beneficial OwnerCommon Stock
Beneficially
Owned		Percent
of Class            

Borse Dubai Limited1Represents less than 1%

Level 7, Precinct Building 5, Gate District

29,780,515[●]%

DIFC, Dubai UAE

Investor AB2

Innax AB, Arsenalsgatan 8C, S-103 32

19,394,142[●]%

Stockholm, Sweden V7

The Vanguard Group, Inc.3

12,629,907[●]%

100 Vanguard Blvd. Malvern, PA 19355

Massachusetts Financial Services Company4

11,150,926[●]%

111 Huntington Avenue, Boston, MA 02199

Capital World Investors5

333 South Hope Street, 55th Fl

9,272,130[●]%

Los Angeles, CA 90071

BlackRock, Inc.6

8,546,784[●]%

55 East 52nd Street, New York, NY 10055

Melissa M. Arnoldi7

10,568*

Charlene T. Begley8

10,461*

Steven D. Black9

44,383*

Adena T. Friedman10

744,178*

Essa Kazim11

41,038*

Thomas A. Kloet12

24,903*

John D. Rainey13

14,890*

Michael R. Splinter14

65,871*

Toni Townes-Whitley15

951*

Jacob Wallenberg16

9,196*

Alfred W. Zollar17

8,591*

Ann M. Dennison18

12,689*

Lauren B. Dillard19

44,633*

P.C. Nelson Griggs20

28,955*

Bradley J. Peterson21

19,320*

Michael Ptasznik22

22,300*

All Directors and Executive Officers of Nasdaq as a Group (23 Persons)

[●]*

 

* Represents less than 1%
1.

As of the record date, based solely on information included in a Schedule 13D filed November 3, 2023, consists of 85,608,414 shares held by Argus Seller, LP (f/k/a Adenza Parent, LP) (“Argus Seller”). Thoma Bravo UGP, LLC (“Thoma Bravo UGP” and, together with its affiliated entities, including Thoma Bravo, L.P., “Thoma Bravo”) is the ultimate general partner of certain investment funds affiliated with Thoma Bravo UGP, and those funds and certain unaffiliated investors are limited partners of Argus Seller. By virtue of the relationships described in this footnote, Thoma Bravo UGP may be deemed to beneficially own the shares held directly by Argus Seller.

 

12.

As of the record date, based solely on information included in an amendment to Schedule 13D filed March 27, 2012,22, 2024 by Borse Dubai hadand Investment Corporation of Dubai (“ICD”), Borse Dubai and ICD reported shared voting and dispositive power over 29,780,515 shares.58,341,545 shares held directly by Borse Dubai. Borse Dubai is a majority-ownedwholly-owned subsidiary of Investment Corporation of DubaiICD and therefore, each of Borse Dubai and Investment Corporation of DubaiICD may be deemed to be the beneficial owner of the 29,780,51558,341,545 shares held by Borse Dubai. Borse Dubai and Nasdaq have entered into an agreement that limits Borse Dubai’s voting power to 4.35% of Nasdaq’s total outstanding shares. All of the shares held by Borse Dubai are pledged as security for outstanding indebtedness.

 

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2024 | Nasdaq Proxy Statement | OTHER ITEMS

23.

As of the record date, based solely on information included in an amendment to Schedule 13D filed April 24, 2020,November 6, 2023 by Investor AB and Innax AB, each of Investor AB and Innax AB had sole voting and dispositive power over 19,394,14258,182,426 shares. Innax AB is 100% owned and controlled by Investor AB and therefore, each of Innax AB and Investor AB may be deemed to be the beneficial owner of the 19,394,14258,182,426 shares held by Innax AB.

 

3.4.

As of the record date, based solely on information included in a Schedule 13G/A filed February 10, 2022,13, 2024, The Vanguard Group, Inc. indicated that it has beneficial ownership of 12,629,90745,065,891 shares, sole voting power with respect to 0 shares, shared voting power with respect to 183,645427,017 shares, sole dispositive power with respect to 12,159,75243,621,255 shares, and shared dispositive power with respect to 470,1551,444,636 shares.

 

4.5.

As of the record date, based solely on information included in a Schedule 13G/A, filed February 2, 2022, Massachusetts Financial Services Company indicated that it has beneficial ownership of and sole dispositive power with respect to 11,150,926 shares and sole voting power with respect to 10,463,872 shares.

5.

As of the record date, based solely on information included in a Schedule 13G/A, filed February 11, 2022, Capital World Investors indicated that it has beneficial ownership of and sole voting and dispositive power with respect to 9,272,130 shares.

6.

As of the record date, based solely on information included in a Schedule 13G filed February 4, 2022,January 31, 2024, BlackRock, Inc. indicated that it has beneficial ownership of and30,160,290 shares, sole voting power with respect to 26,935,988 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 8,546,78430,160,290 shares, and sole votingshared dispositive power with respect to 7,377,6510 shares. The Schedule 13G includes shares beneficially held by the following subsidiaries of BlackRock, Inc.: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd.

 

7.6.

Represents 8,584 vested shares of restricted stock and 1,984 shares of restricted stock vesting within 60 days.

8.

Represents 8,987 vested shares of restricted stock and 1,474 shares of restricted stock vesting within 60 days.

9.

Represents 42,258 vested shares of restricted stock and 2,125 shares of restricted stock vesting within 60 days.

10.

Represents (i) 268,817Includes 806,451 vested options (ii) 84,827 vested shares of restricted stock, (iii) 307,083 vested shares underlying PSUs and (iv) 34,451 shares granted under the Equity Plan or purchased pursuant to the ESPP when Ms. Friedman was previously an employee of Nas-daq prior to returning as President in 2014. Also includes an aggregate of 49,000147,000 shares indirectly held by Ms. Friedman, which shares were gifted for estate planning purposes to two separate family trusts for the benefit of her children, of which trusts Ms. Friedman’s spouse is the trustee and the Ms. Friedman’s brother is the investment advisor.

 

11.7.

Represents 39,111 vested shares of restricted stock and 1,927 shares of restricted stock vesting within 60 days. Excludes shares of Nasdaq common stock owned by Borse Dubai. H.E. Kazim, who is Chairman of Borse Dubai, disclaims beneficial ownership of such shares.

 

12.8.

Represents (i) 20,778 vestedIncludes an aggregate of 68,709 shares indirectly held by Mr. Kloet, which shares were gifted to a family trust, of restricted stockwhich trust Mr. Kloet is trustee and 2,125 shares of restricted stock vesting within 60 days and (ii) 2,000 shares acquired through open market purchases.beneficiary.

 

13.9.

Represents 12,765 vested shares of restricted stock and 2,125 shares of restricted stock vesting within 60 days.

14.

Represents 62,923 vested shares of restricted stock and 2,948 shares of restricted stock vesting within 60 days.

15.

Represents 951 shares of restricted stock vesting within 60 days.

16.

Represents 7,241 vested shares of restricted stock and 1,955 shares of restricted stock vesting within 60 days. Excludes shares of Nasdaq common stock heldowned by Investor AB.Thoma Bravo UGP, LLC. Mr. Wallenberg,Spaht, who is Chairmana Managing Partner of Investor AB,Thoma Bravo, disclaims beneficial ownership of such shares.

 

17.10.

Represents 6,551 vestedAlso includes an aggregate of 10,545 shares indirectly held by Mr. Splinter, which shares were gifted to family trusts, of restricted stock and 2,040 shares of restricted stock vesting within 60 days.which trusts Mr. Splinter is a trustee.

 

18.11.

Represents (i) 371 vestedIncludes 60 shares indirectly held by Mr. Yabuki in a revocable trust in which he is the trustee, and 1,015 shares held by the Yabuki Family Foundation. Mr. Yabuki is the sole trustee of restricted stock, (ii) 11,268 vestedthe Yabuki Family Foundation. As the sole trustee, Mr. Yabuki has voting and investment power over the shares underlying PSUs and (iii) 1,050held by the Foundation. These shares purchased pursuant to the ESPP.are, accordingly, included in his reported beneficial ownership.

 

19.12.

Represents (i) 13,519 vested shares of restricted stock, (ii) 30,436 vested shares underlying PSUs and (iii) 678 shares purchased pursuant to the ESPP. Reflects holdings on April 8, 2022, the date of Ms. Dillard’s resignation.

20.

Represents (i) 565 vested shares of restricted stock and (ii) 28,390 vested shares underlying PSUs.

21.

Represents (i) 5,891 vested shares of restricted stock, (ii) 12,241 vested shares underlying PSUs and (iii) 1,188 shares purchased pursuant to the ESPP.

22.

Reflects holdings as of April 8, 2022. Mr. Ptasznik retired from15, 2024. Ms. Dennison ceased serving as an employee of Nasdaq on February 28, 2021.December 31, 2023.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who ownas well as beneficial owners of more than 10% of a registered class of our equity securities,common stock, to file reports with the SEC regarding their ownership of ownership on Form 3our securities and changes in ownershipthereto. Based solely on Form 4 or 5 with the SEC. Such executive officers, directorsour review of those reports and shareholders also are required by SEC rules to furnish us with copies ofrelated written representations, we believe all Section 16(a) forms that they file.

We believe thatsuch filing requirements were timely met during fiscal year 2021 all of our directors and executive officers complied with these requirements with the following exceptions: due to ministerial errors, (i) a filing by Ms. Michelle L. Daly on Form 4 regarding an award of restricted stock units was filed one day late and (ii) a filing by Mr. Jeremy Skule on Form 4 regarding the sale of shares was filed one day late.2023.

 

 

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Nasdaq’s

Employee

Networks

 

Nasdaq’s Employee

Networks

Nasdaq’s employee-led affinity networks are open to all employees and enable employeesthem to support each other and come together on shared topics and interests. Our Employee Networks celebrate our diversity and provide a sense of inclusion and belonging. The networks aim to empower success of employees with initiatives that promote professional advancement; provide networking opportunities; and build mentorship, advocacy, and community outreach efforts. Our employee networks are supported by the executive leadership, team and each employee network has an executive sponsor.

¡Adelante Nasdaq! These employee networks include more than 3,300 eligible employee and contractor members.

 

¡Adelante Nasdaq! is our global employee network

dedicated to employees who have an interest in Hispanic/

Latino culture and heritage.

Asian Professionals at Nasdaq (APAN)

APAN is a platform for professional and social activities for

employees that have an affinity or interest in Asian culture.

Global Green Team

Global Green Team brings together Nasdaq employees

who are passionate about sustainability and making a

positive impact on the environment and planet.

Global Link of Black Employees (GLOBE)

GLOBE provides a platform for connection and

collaboration for employees that have an affinity or

interest in Black, African, African American, and West

Indian culture at Nasdaq.

Nasdaq Accessibility Network

Nasdaq Accessibility Network is for Nasdaq employees

with disabilities, their families and supporters.

Nasdaq Administrative Professionals Network

This network enables administrative professionals across

all geographies and demographics to collaborate with

each other on shared topics, best practices and interests.

The Out Proud Employees of Nasdaq (The OPEN)

The OPEN represents the LGBTQ+ employees, their

families and allies.

Parents and Caregivers

This network, which is for Nasdaq employees who identify

themselves as parents or caregivers, aims to foster a

workplace where employees feel confident that they can

have a rewarding career while being fully committed to

their family.

Software Engineer Employee Network (SEEN)

This network is for Nasdaq colleagues who are

enthusiastic about Software Engineering. The group seeks

to bring like-minded individuals together by fostering a

sense of community for software professionals in a fast-

paced technology environment.

Veterans@Nasdaq

This network brings together those employees who have

served or are currently serving in the military, military

families and their supporters.

Women in Nasdaq (WIN)

WIN brings women and their allies at Nasdaq together

and provides community, growth and learning

opportunities, and networking and visibility that supports

the advancement of women at Nasdaq personally and

professionally.

2024 | Nasdaq Proxy Statement | OTHER ITEMS

 

 

¡Adelante Nasdaq!

¡Adelante Nasdaq! is our global employee network dedicated to employees who have an interest in Hispanic/Latino culture and heritage.

Asian Professionals at Nasdaq (APAN)

APAN is a platform to support and empower our community of members through professional development and social engagements.

Global Green Team

Global Green Team brings together Nasdaq employees who are passionate about sustainability and making a positive impact on the environment and planet.

Global Link of Black Employees (GLOBE)

GLOBE provides a platform for connection and collaboration for employees who have an affinity for or interest in Black, African, African American, and West Indian culture at Nasdaq.

Nasdaq Accessibility Network

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

Nasdaq Administrative Professionals Network

This network enables administrative professionals across all geographies and demographics to collaborate with each other on shared topics, best practices, and interests.

New2Nasdaq

This employee network is dedicated to fostering community-building, professional development, and support systems among those who are new to Nasdaq or new to the workforce and their allies.

The Out Proud Employees of Nasdaq (The OPEN)

The OPEN represents the LGBTQ+ employees, their families, and allies.

Parents and Caregivers

This network, which is for Nasdaq employees who identify themselves as parents or caregivers, aims to foster a workplace where employees feel confident that they can have a rewarding career while being fully committed to their family.

Software Engineer Employee Network (SEEN)

This network is for Nasdaq colleagues who are enthusiastic about software engineering. The group seeks to bring like-minded individuals together by fostering a sense of community for software professionals in a fast-paced technology environment.

Veterans@Nasdaq

This network brings together those employees who have served or are currently serving in the military, military families, and their supporters.

Women in Nasdaq (WIN)

WIN brings women and their allies at Nasdaq together and provides community, growth, learning opportunities, networking, and visibility that support the advancement of women at Nasdaq personally and professionally.

 

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Executive Officers

Nasdaq’s executive officers, as of April 28, 2022,26, 2024, are listed below.

 

LOGO     

LOGO		  

Adena T. Friedman

 

Age:52 54

 

Title:President Chair and CEO

 

For Ms. Friedman’s biography, see “Our Board — Proposal 1: Election of Directors.”

LOGO  

Ms. FriedmanBrendan Brothers

Age: 45

Title: EVP and Head of Financial Crime Management Technology

Brendan Brothers was appointed EVP and Head of Financial Crime Management Technology in September 2023, having previously served as Interim Head of Anti-Financial Crime since January 2023. As co-founder of Verafin, a Nasdaq subsidiary acquired in February 2021, Mr. Brothers was the Head of Strategy from February 2021 to January 2023. Prior to the acquisition, Mr. Brothers held various senior positions at Verafin from 2003 through February 2021.

LOGO

Tal Cohen

Age: 51

Title: President

Tal Cohen was appointed President and CEO and elected to the Board effective January 1, 2017. 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.

LOGO     

Oliver Albers

Age: 43

Title: EVP, Investment Intelligence

Mr. Albers was appointed EVP, Investment Intelligence,Nasdaq in April 2022. Prior2023. Mr. Cohen continues to that,serve as Division President, a role in assumed in January 2023. Mr. Albers servedCohen leads Nasdaq’s Market Services and Financial Technology divisions, including Nasdaq’s North American and European Market Services businesses as SVP and Head of Data for Investment Intelligence from January 2020 through April 2022, and was previously SVP and Head of Sales from 2018 through January 2020. He has served at Nasdaq since 2000 in various leadership roles across research, product development, sales, and operations.

LOGO     

Roland Chai

Age: 49

Title: EVP, Market Infrastructure Technology

Executive Sponsor: Asian Professionals at Nasdaq (APAN)

Mr. Chai has servedwell as EVP since April 2022 and leads our Market Infrastructure Technology business, which comprises purpose-built products to meet the technology needsCompany’s portfolio of marketplace infrastructure clients. Prior to that, Mr. Chai served as Nasdaq’s Chief Risk Officer since June 2020. Before joining Nasdaq, Mr. Chai served in various senior roles at Hong Kong Exchange since June 2017, most recently as Head of Post-Tradetechnology, surveillance, risk management, and Group Risk Officer. Prior to joining Hong Kong Exchange, Mr. Chai served as Head of Equities at LCH.Clearnet since 2009.

LOGO     

Tal Cohen

Age: 49

Title: EVP, North American Markets

Employee Network Executive Sponsor: Asian Professionals at Nasdaq (APAN)

Mr. Cohen hasregulatory reporting solutions. Previously, he served as EVP, North American Markets sincefrom July 2019.2019 through December 2022. Mr. Cohen joined Nasdaq in April 2016 as the SVP of North American Market Services. Prior to that, he was SVP, North American Market Services since April 2016. He joined Nasdaq following the acquisition of Chi-X Canada. Previously, Mr. Cohen was the CEO of Chi-X Global Holdings, LLC, a global operator of trading venues, for six years.from 2010 to 2016. Prior to Chi-X, he held senior positions at Instinet, American Express, and Arthur Andersen.

LOGO     

LOGO  

Michelle L. Daly

 

Age:46 48

 

Title: SVP and Controller and Principal Accounting Officer

 

Ms.Employee Network Executive Sponsor: New2Nasdaq

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.

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LOGO     

LOGO		  

Ann M. DennisonP.C. Nelson Griggs

 

Age: 51 53

 

Title:EVP and CFO President

 

Employee Network Executive Sponsor: Women in Nasdaq (WIN)Global Link of Black Employees (GLOBE)

 

Ms. Dennison has servedP.C. Nelson Griggs was appointed President of Nasdaq in April 2023. Mr. Griggs continues to serve as EVPDivision President, a role he assumed in January 2023. Mr. Griggs leads Nasdaq’s Capital Access Platforms division, including our Data & Listing Services, Index, and CFO since March 2021.Workflow & Insights businesses. Prior to that, she was SVP, Controller and Principal Accounting Officer since April 2016. Prior to joining Nasdaq, Ms. Dennison was employed by Goldman Sachs for 19 years, where she was Managing Director. Ms. Dennison joined Goldman Sachs from Price Waterhouse.

LOGO     

P.C. Nelson Griggs

Age: 51

Title: EVP, Corporate Platforms

Employee Network Executive Sponsor: The Out Proud Employees of Nasdaq (The OPEN)

Mr. Griggs hashe served as EVP, Corporate Platforms sincefrom April 2018. Mr. Griggs is also President of The Nasdaq Stock Market.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 basedFrancisco-based startup company.

LOGO     

LOGO  

Jamie KingBradley J. Peterson

 

Age:48 64

 

Title:EVP, Anti-Financial Crime Technology

Jamie King has served as EVP since April 2022 and leads our Anti-Financial Crime Technology business. Mr. King is the President and CEO of Verafin, which Nasdaq acquired in February 2021. Mr. King co-founded Verafin, a provider of anti-financial crime management solutions used by thousands of banks and other financial institutions.

LOGO     

Bradley J. Peterson

Age: 62

Title: EVP and CIO/CTO

 

Employee Network Executive Sponsor:Software Engineer Employee Network (SEEN); Women in Nasdaq (WIN)

 

Mr.

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).

LOGO     

LOGO		  

Bjørn SibbernJeremy Skule

 

Age:48 50

 

Title:EVP, Nasdaq Europe

Employee Network Executive Sponsor: Parents and Caregivers

Mr. Sibbern has served as EVP, Nasdaq Europe since June 2019. He also is President of Nasdaq Nordic Ltd. Previously, Mr. Sibbern served as EVP, Investment Intelligence from October 2016 to May 2019, SVP, Nasdaq Global Commodities from February 2013 to October 2016 and SVP, Nasdaq Nordic Equities & Equities Derivatives from 2009 to February 2013. Mr. Sibbern also served as President of the Nasdaq Copenhagen Stock Exchange from 2008 to 2016.

LOGO     

Jeremy Skule

Age: 48

Title: EVP and Chief Strategy Officer

 

Employee Network Executive Sponsor:Global Green Team; Veterans@Nasdaq

 

Mr.Jeremy Skule has served 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.

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LOGO     

LOGO  

Bryan E. Smith

 

Age:49 51

 

Title:EVP and Chief People Officer

 

Employee Network Executive Sponsor:¡Adelante Nasdaq! Women in Nasdaq (WIN)

 

Mr.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 HRhuman resources outsourcing and consulting roles.

LOGO     

LOGO  

Sarah Youngwood

Age: 49

Title: EVP and CFO

Employee Network Executive Sponsor: Women in Nasdaq (WIN)

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 Senior Advisor at UBS from June 2023 to November 2023. Prior to UBS, Ms. Youngwood held various roles at JPMorgan Chase after joining the firm in 1997. Between 2016 and 2022, she was CFO/CIO of JPMorgan Chase’s Consumer & Community Banking line of business, and in 2020, assumed responsibility for leading finance for JPMorgan Chase’s Global Technology unit, as well as the diversity & inclusion team. From 2012 through 2016, Ms. Youngwood served as Head of Investor Relations and from 1997 to 2012 she held various roles in the Financial Institutions Group within JPM’s Investment Bank in Paris, London, and New York.

LOGO

John A. Zecca

 

Age:54 56

 

Title:EVP and Chief Legal, Risk and Regulatory Officer

 

Employee Network Executive Sponsor:Parents and Caregivers

 

Mr.

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.

 

 

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Certain Relationships and Related Transactions

The Audit & Risk Committee of the Board has adopted a written policy requiring notification, review, and approval of related person transactions. Every two years,On an annual basis, the Audit & Risk Committee reviews and approves the policy on related person transactions.

Under the policy, all related person transactions are subject to ongoing review and approval or ratification by the Audit & Risk Committee. For purposes of the policy, a “related person” generally includes directors, director nominees, executive officers, greater than 5% shareholders, immediate family members of any of the foregoing, and entities that are affiliated with any of the foregoing.

Under the policy, related person transactions that are conducted in the ordinary course of Nasdaq’s business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties are considered pre-approved by the Audit & Risk Committee. The Transaction Review Committee (consisting of employees in Finance, Internal Audit, and the Legal, Risk and Regulatory Group) is responsible for determining if a transaction meets the pre-approval requirements. If the pre-approval requirements are not met, the transaction is referred to the Audit & Risk Committee for review and approval or ratification.

In determining whether to approve or ratify a related person transaction, the Audit & Risk Committee considers, among other things, the following factors:

 

whether the terms of the related person transaction are fair to Nasdaq and whether such terms would be on the same basis if the transaction did not involve a related person;

•whether the terms of the related person transaction are fair to Nasdaq and whether such terms would be on the same basis if the transaction did not involve a related person; whether there are business reasons for Nasdaq to enter into the related person transaction;

 

whether there are business reasons for Nasdaq to enter into the related person transaction;

•whether the related person transaction would impair the independence of an outside director;

 

whether the related person transaction would impair the independence of an outside director;

whether the related person transaction would present a conflict of interest for any director or executive officer of Nasdaq, taking into account:

•whether the related person transaction would present a conflict of interest for any director or executive officer of Nasdaq, taking into account:

 

 -–

the size of the transaction;

 

 -–

the overall financial position of the director or executive officer;

 

 -–

the direct or indirect nature of the director’s or executive officer’s interest in the transaction; and

 

 -–

the ongoing nature of any proposed relationship;

 

whether the related person transaction is material, taking into account:

•whether the related person transaction is material, taking into account:

 

 -–

the importance of the interest to the related person;

 

 -–

the relationship of the related person to the transaction and of related persons to each other;

 

 -–

the dollar amount involved; and

 

 -–

the significance of the transaction to Nasdaq investors in light of all the circumstances; and

 

•whether the related person transaction aligns with Nasdaq’s culture of integrity and potential reputational risk implications.

whether the related person transaction aligns with Nasdaq’s culture of integrity and potential reputational risk implications.

The following section describes certain transactions since the beginning of the fiscal year ended December 31, 2021,2023, in which Nasdaq or any of its subsidiaries was a party, the amount involved exceeded $120,000, and a related person may have had, or may have, a direct or indirect material interest. In addition to the transactions described below, certain of our directors or director nominees are officers or partners of companies or private equity firms which, directly or through their controlled portfolio companies, enter into commercial transactions with Nasdaq or its subsidiaries from time to time in the ordinary course of business. We do not believe that such directors or director nominees have a direct or indirect material interest in such transactions. In accordance with our policy, all such transactions, and the transactions discussed below, have been reviewed and approved or ratified by the Audit & Risk Committee of our Board or received pre-approval, as discussed above.

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Borse Dubai

As of the record date, Borse Dubai owned approximately 18.1%10.1% of Nasdaq’s common stock. Nasdaq is party to several commercial agreements with Borse Dubai and/or its affiliates that were negotiated on an arms-length basis and entered into in the ordinary course of business. Under these agreements, Borse Dubai or its affiliates paid Nasdaq approximately $2.7$1.7 million in 2023, primarily for marketmarketplace technology products and services.

Skandinaviska Enskilda Banken AB

One of our Directors, Johan Torgeby, is the President and CEO of Skandinaviska Enskilda Banken AB (SEB), a Nordic financial services duringgroup listed on Nasdaq Stockholm that offers banking services in Sweden and the fiscal year ended December 31, 2021.Baltic countries. Nasdaq has from time to time entered into various transactions with SEB in the ordinary course of business. SEB and/or its affiliates paid Nasdaq approximately $9.9 million in 2023 for various products and services, primarily related to trading, market data, and listing services.

Nasdaq paid SEB and/or its affiliates approximately $2.9 million in 2023, primarily related to SEB’s role in the financing of the Adenza acquisition, including the bridge financing and the debt offering, and services related to the administration of Nasdaq’s employee pension program in Europe. SEB is also one of several lenders for certain of Nasdaq’s credit facilities, with such loans made in the ordinary course and on substantially the same terms as those for comparable loans. As of April 26, 2024, Nasdaq had no amounts outstanding under such facilities.

 

 

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About Our

Annual Meeting 129

Questions and Answers About Our Annual MeetingFAQs

 

1.

What is included in the proxy materials? What is a proxy statement and what is a proxy? What is the Notice of Internet Availability?

The proxy materials for our 2024 Annual Meeting of Shareholders include this Proxy Statement (including the Meeting Notice) and the Form 10-K. If you received a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form.

A proxy statement is a document that SEC regulations require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy involves your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our officers as proxies for the 2024 Annual Meeting of Shareholders. These two officers are John A. Zecca and Erika Moore. This Proxy Statement and the voting items contained herein have been approved by the Board and are being provided to shareholders by its authority.

Shareholders who have not requested “full set delivery” of the proxy materials will receive a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability contains instructions for accessing and reviewing our proxy materials and submitting a proxy over the internet. Our proxy materials were made available at proxyvote.com on the date that we first mailed or delivered the Notice of Internet Availability. The Notice also will tell you how to request our proxy materials in printed form or by e-mail, at no charge. The Notice contains a 16-digit control number that you will need in order to submit a proxy to vote your shares. We encourage shareholders to access our proxy materials electronically to reduce our impact on the environment.

 

2.

The proxy materials for our 2022 Annual Meeting of Shareholders include the notice of annual meeting, this Proxy Statement, and the Form 10-K. If you received a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form.

A proxy statement is a document that SEC regulations require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy involves your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our officers as proxies for the 2022 Annual Meeting of Shareholders. These two officers are John A. Zecca and Erika Moore. The form of proxy and this Proxy Statement have been approved by the Board and are being provided to shareholders by its authority.

The Notice of Internet Availability contains instructions for accessing and reviewing our proxy materials and submitting a proxy over the internet. Our proxy materials were made available at www.proxyvote.com on the date that we first mailed or delivered the Notice of Internet Availability. The Notice also will tell you how to request our proxy materials in printed form or by e-mail, at no charge. The Notice contains a 16-digit control number that you will need to submit a proxy to vote your shares. We encourage shareholders to access our Proxy Statement electronically to reduce our impact on the environment.

2.

What different methods can I use to vote?

You can vote by any of the following methods.

By Internet. The Notice of Internet Availability of Proxy Materials contains the website address (proxyvote.com) for internet proxy submission. Internet proxy submission is available 24 hours a day until 11:59 p.m. (Eastern Time) on June 10, 2024. You must enter your 16-digit control number, which is printed in the lower right-hand corner of the Notice of Internet Availability, and you will be given the opportunity to confirm that your instructions have been properly recorded.

By Phone. In the U.S. and Canada, you can vote your shares by calling +1 800 690 6903. Telephone proxy submission is available 24 hours a day until 11:59 p.m. (Eastern Time) on June 10, 2024. When you submit a proxy by telephone, you will be required to enter your 16-digit control number. You will then receive easy-to-follow voice prompts allowing you to instruct the proxy holders how to vote your shares and to confirm that your instructions have been properly recorded. If you are located outside the U.S. or Canada, you should instruct the proxy holders how to vote your shares by internet or by mail.

By Mail. If you choose to submit a proxy by mail after requesting and receiving printed proxy materials, simply complete, sign, and date your proxy card and return it in the postage-paid envelope provided.

 

3.

You can vote by any of the following methods.

By Internet. The Notice of Internet Availability of Proxy Materials contains the website address (www.proxyvote.com) for internet proxy submission. Internet proxy submission is available 24 hours a day until 11:59 p.m. (Eastern Time) on June 21, 2022. You must enter your 16-digit control number, which is printed in the lower right-hand corner of the Notice of Internet Availability, and you will be given the opportunity to confirm that your instructions have been properly recorded.

By Phone. In the U.S. and Canada, you can vote your shares by calling +1 800 690 6903. Telephone proxy submission is available 24 hours a day until 11:59 p.m. (Eastern Time) on June 21, 2022. When you submit a proxy by telephone, you will be required to enter your 16-digit control number. You will then receive easy-to-follow voice prompts allowing you to instruct the proxy holders how to vote your shares and to confirm that your instructions have been properly recorded. If you are located outside the U.S. or Canada, you should instruct the proxy holders how to vote your shares by internet or by mail.

By Mail. If you choose to submit a proxy by mail after requesting and receiving printed proxy materials, simply complete, sign and date your proxy card and return it in the postage-paid envelope provided.

3.

Why is the Annual Meeting a virtual meeting? How do I attend? How are shareholder rights protected?

Our Annual Meeting of Shareholders is conducted virtually through a live webcast and online shareholder tools. This promotes shareholder attendance and participation, enabling shareholders to participate fully, and equally, from any location around the world, at no cost. Given our global footprint, we believe this is the right choice. The virtual format results in cost savings to the Company and its shareholders, reduces our environmental impact and is designed to enhance shareholder access, participation, and communication. The Board annually evaluates the method of holding the Annual Meeting, taking into consideration the above factors as well as business and market conditions and the proposed agenda items, and may consider an in-person meeting if necessary or advisable.

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As further described in the FAQs below, we have designed our virtual meeting to enhance shareholder participation and protect shareholder rights. For example, we encourage the submission of shareholder questions both prior to, and during, the Annual Meeting, and publish all unanswered questions (that comply with our Meeting Rules) on our website following the completion of the Annual Meeting; facilitate transparency by posting a webcast replay of the Annual Meeting for one year; and provide a dedicated call-in line for shareholder proponents to present any shareholder proposals. We also provide technical support for all shareholders attending the Annual Meeting.

Shareholders as of the record date may attend the Annual Meeting by logging in at virtualshareholdermeeting.com/NDAQ2024. To log in, shareholders (or their authorized representatives) will need the 16-digit control number provided on their proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are not a shareholder or do not have a 16-digit control number, you may still access the meeting as a guest, but you will not be able to participate.

We encourage you to access the Annual Meeting before it begins. Online check-in will start shortly before the meeting on June 11, 2024. We will have technicians ready to assist you with any technical difficulties that you may have accessing our virtual Annual Meeting. If you encounter any problems accessing the virtual Annual Meeting during check-in or during the Annual Meeting, please call the technical support number that will be posted on our Annual Meeting platform log-in page, at virtualshareholdermeeting.com/NDAQ2024.

You do not need to access the Annual Meeting webcast to vote if you submitted your vote via proxy in advance of the meeting. A webcast replay of the Annual Meeting, including the questions answered during the meeting, will be available on ir.nasdaq.com until the 2025 Annual Meeting of Shareholders.

 

4.

Our Annual Meeting of Shareholders is conducted virtually through a live webcast and online shareholder tools. This promotes shareholder attendance and participation, enabling shareholders to participate fully, and equally, from any location around the world, free of charge. Given our global footprint, we believe this is the right choice. The virtual format results in cost savings to the Company and shareholders and is designed to enhance shareholder access, participation, and communication.

Shareholders as of the record date may attend the Annual Meeting by logging in at www.virtualshareholdermeeting.com/NDAQ2022. To log in, shareholders (or their authorized representatives) will need the 16-digit control number provided on their proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If you are not a shareholder or do not have a 16-digit control number, you still may access the meeting as a guest, but you will not be able to participate.

We encourage you to access the Annual Meeting before it begins. Online check-in will start shortly before the meeting on June 22, 2022. We will have technicians ready to assist you with any technical difficulties that you may have accessing our virtual Annual Meeting. If you encounter any problems accessing the virtual Annual Meeting during check-in or during the Annual Meeting, please call the technical support number that will be posted on our Annual Meeting platform log-in page, at www.virtualshareholdermeeting.com/NDAQ2022.

You do not need to access the Annual Meeting webcast to vote if you submitted your vote via proxy in advance of the meeting. An audio replay of the Annual Meeting, including the questions answered during the meeting, will be available on http://ir.nasdaq.com/investors/annual-meeting until the 2023 Annual Meeting of Shareholders.

4.

Can I ask questions at the Annual Meeting?

The Annual Meeting will include a question and answer session that will include questions submitted in advance of, and questions submitted during, the Annual Meeting. You may submit a question in advance of the Annual Meeting at proxyvote.com. You may submit a question during the meeting through virtualshareholdermeeting.com/NDAQ2024. In both cases, you must provide your 16-digit control number.

As part of the Annual Meeting, we will hold a Q&A session, during which we intend to answer all questions submitted before or during the Annual Meeting in accordance with the Meeting Rules (which will be made available on the Annual Meeting website) and that are pertinent to the Company and the Annual Meeting matters, as time permits. We will limit each shareholder to one question in order to allow us to answer questions from as many shareholders as possible. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. Answers to questions that are not addressed during the Annual Meeting will be published following the meeting at ir.nasdaq.com, provided that such questions comply with the Meeting Rules.

Questions regarding personal matters (such as specific individual employment or other Nasdaq personnel matters), or regarding general economic, political, or other views that are not directly related to the business of Nasdaq, are not pertinent to Annual Meeting matters and therefore will not be answered.

We want to be sure that our shareholders are afforded the same rights and opportunities to participate as at an in-person meeting, so our Board and Committee Chairs, Lead Independent Director, members of the Management Committee, and representatives of Ernst & Young LLP will join the virtual Annual Meeting and be available for questions.

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5.

The Annual Meeting will include a question and answer session that will include questions submitted in advance of, and questions submitted during, the meeting. You may submit a question in advance of the meeting at www.proxyvote.com. You may submit a question during the meeting through www.virtualshareholdermeeting.com/NDAQ2022. In both cases, you must provide your 16-digit control number.

As part of the Annual Meeting, we will hold a Q&A session, during which we intend to answer all questions submitted before or during the Annual Meeting in accordance with the Meeting Rules (which will be made available on the Annual Meeting website) and which are pertinent to the Company and the Annual Meeting matters, as time permits. We will limit each shareholder to one question in order to allow us to answer questions from as many shareholders as possible. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. Answers to questions that are not addressed during the Annual Meeting will be published following the meeting at ir.nasdaq.com.

Questions regarding personal matters, including general economic, political, or other views that are not directly related to the business of Nasdaq, are not pertinent to Annual Meeting matters and therefore will not be answered.

We want to be sure that our shareholders are afforded the same rights and opportunities to participate as at an in-person meeting, so our Board and Committee Chairs, members of the Executive Leadership Team and representatives of Ernst & Young LLP will join the virtual Annual Meeting and be available for questions.

5.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

 

If your shares are registered directly in your name with our registrar and transfer agent, Computershare, you are considered a “shareholder of record” with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the “beneficial owner” of those shares.

If your shares are registered directly in your name with our registrar and transfer agent, Computershare, you are considered a “shareholder of record” with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the “beneficial owner” of those shares.

 

6.

What if I am a beneficial owner and do not give voting instructions to my broker? What is a broker non-vote?

 

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker, or other nominee by the deadline provided in the materials you receive from your bank, broker, or other nominee. If you do not provide voting instructions to your bank, broker, or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote.

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker, or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote.

Discretionary Items. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm is a discretionary item. Banks, brokers, and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal at their discretion.

Non-Discretionary Items. All the other proposals in this Proxy Statement are non-discretionary items. Banks, brokers, and other nominees that do not receive voting instructions from beneficial owners may not vote on these proposals, resulting in a “broker non-vote.”

If you hold your shares through a bank, broker, or other nominee, it is important that you cast your vote if you want it to count on all of the matters to be considered at the Annual Meeting.

 

7.

Discretionary Items. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm is a discretionary item. Banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal at their discretion.

Non-Discretionary Items. All the other proposals in this Proxy Statement are non-discretionary items. Banks, brokers and other nominees that do not receive voting instructions from beneficial owners may not vote on these proposals, resulting in a “broker non-vote.”

If you hold your shares through a bank, broker or other nominee, it is important that you cast your vote if you want it to count on all of the matters to be considered at the Annual Meeting.

7.

What proposals are to be voted on at the 20222024 Annual Meeting of Shareholders, and what are the voting standards?

 

 

Proposal

  

Nasdaq Board’s Recommendation

Recommendation

  

Voting Standard

  

Effect of

Abstentions and BrokerNon-Votes

Non-Votes

1.  Election of ten12 directors

(Non-Discretionary Item)

  

FOR

EACH NOMINEE

  Majority of votes cast  Not counted as votes cast and therefore have no effect

2.  Advisory vote to approve the Company’s executive compensation

(Non-Discretionary Item)

  FOR  Majority of the votes present in person or represented by proxy and entitled to vote on the matter  

Abstentions have the effect of a vote against the proposal;

broker non-votes have no effect

3.  Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20222024

    (Discretionary(Discretionary Item)

  FOR  Majority of the votes present in person or represented by proxy and entitled to vote on the matter  Abstentions have the effect of a vote against the proposal; there will not be broker non-votes

4. To approve an amendment to Nasdaq’s charter to increase the total number of authorized shares of common stock to effect a proposed 3-for-1 stock split

(Non-Discretionary Item)

FORMajority of the outstanding shares of common stockAbstentions have the effect of a vote against the proposal; broker non-votes have no effect

5.  Shareholder proposal – Special Shareholder Meeting Improvement

(Non-Discretionary Item)

  AGAINST  Majority of the votes present in person or represented by proxy and entitled to vote on the matter  

Abstentions have the effect of a vote against the proposal;

broker non-votes have no effect

The proxy provides that each shareholder may vote his or her Nasdaq shares “For,” “Against,” or “Abstain” on individual nominees and each of the other proposals. Whichever method you select to transmit your instructions, the proxy holders will vote your shares as provided by those instructions.

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If you provide a proxy without specific voting instructions, the proxy holders will vote your Nasdaq shares in accordance with the Board recommendations noted above.

The vote to approve executive compensation is advisory only and, therefore, the result of this vote will not be binding on our Board or Management Compensation Committee. Our Board and Management Compensation Committee will, however, consider the outcome of this vote when evaluating our executive compensation program in the future.

The shareholder proposal (Proposal 4) is precatory, meaning that it requests that the Board take a specific action, and therefore, the results of the vote on that proposal will not be binding on the Board. The Board will consider the outcome of the shareholder vote in considering next steps on this matter for the upcoming year. If the shareholder proposal is not properly presented by the proponent at the Annual Meeting, it will not be voted upon.

 

8.

The proxy provides that each shareholder may vote his or her Nasdaq shares “For,” “Against” or “Abstain” on individual nominees and each of the other proposals. Whichever method you select to transmit your instructions, the proxy holders will vote your shares as provided by those instructions. If you provide a proxy without specific voting instructions, the proxy holders will vote your Nasdaq shares in accordance with the Board recommendations noted above.

The vote to approve executive compensation is advisory only and, therefore, the result of this vote will not be binding on our Board or Management Compensation Committee. Our Board and Management Compensation Committee will, however, consider the outcome of this vote when evaluating our executive compensation program in the future.

The shareholder proposal is precatory, meaning that it requests that the Board take a specific action, and therefore, the results of the vote on that proposal will not be binding on the Board. The Board will consider the outcome of the shareholder vote in considering next steps on this matter for the upcoming year. If the shareholder proposal is not properly presented by the proponent at the Annual Meeting, it will not be voted upon.

8.

What can I do if I change my mind after I vote my shares?

 

You can change your vote by revoking your proxy at any time before it is exercised in one of two ways: submit a later dated proxy (including a proxy submitted through the internet at proxyvote.com, by telephone or by proxy card); or notify Nasdaq’s Corporate Secretary by email at corporatesecretary@nasdaq.com that you are revoking your proxy.

You can change your vote by revoking your proxy at any time before it is exercised in one of two ways: submit a later dated proxy (including a proxy submitted through the internet at www.proxyvote.com, by telephone or by proxy card); or notify Nasdaq’s Corporate Secretary by email at corporatesecretary@nasdaq.com that you are revoking

If you are a beneficial owner of Nasdaq shares held by a bank, broker, or other nominee, you will need to contact the bank, broker, or other nominee to revoke your proxy.

 

9.

If you are a beneficial owner of Nasdaq shares held by a bank, broker or other nominee, you will need to contact the bank, broker or other nominee to revoke your proxy.

9.

How many votes do I have?

 

Each share of common stock has one vote, subject to the voting limitation in our Amended and Restated Certificate of Incorporation that generally prohibits a shareholder from voting in excess of 5% of the total voting power of Nasdaq.

10.

Are votes confidential?

 

Proxies, ballots, and voting instruction forms are handled on a confidential basis to protect your voting privacy. This information will be disclosed only to those recording the vote, except if there is a proxy contest, if the shareholder authorizes disclosure, to defend legal claims, or as otherwise required by law. Comments written on your proxy, ballot, or voting instruction form are not confidential.

10.

Are votes confidential?

 

11.

Proxies, ballots and voting instruction forms are handled on a confidential basis to protect your voting privacy. This information will be disclosed only to those recording the vote, except if there is a proxy contest, if the shareholder authorizes disclosure, to defend legal claims or as otherwise required by law. Comments written on your proxy, ballot or voting instruction form are not confidential.

11.

What constitutes a quorum for the Annual Meeting?

 

The presence of the holders of a majority (greater than 50%) of the votes entitled to be cast at the meeting constitutes a quorum. Presence may be in person or by proxy. Abstentions and broker non-votes are counted as present and entitled to vote at the meeting for purposes of determining a quorum. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting.

The presence of the holders of a majority (greater than 50%) of the votes entitled to be cast at the meeting constitutes a quorum. Presence may be in person or by proxy. Abstentions and broker non-votes are counted as present and entitled to vote at the meeting for purposes of determining a quorum. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting.

 

12.

Who counts and tabulates the votes?

 

Broadridge Financial Solutions, Inc. counts and tabulates the votes and acts as the inspector of elections.

Broadridge Financial Solutions, Inc. counts and tabulates the votes and acts as the inspector of elections.

 

13.

When will the Company announce the voting results?

 

Preliminary results will be announced at the meeting and, thereafter, final results will be reported in a current report on Form 8-K, which is expected to be filed with the SEC within four business days after the meeting and will be posted on ir.nasdaq.com.

Preliminary results will be announced at the meeting and, thereafter, final results will be reported in a current report on Form 8-K, which is expected to be filed with the SEC within four business days after the meeting, and will be posted on http://ir.nasdaq.com.

 

14.

How are proxies solicited, and what is the cost?

 

Soliciting a proxy is the outreach to obtain the authorization of shareholders to vote on their behalf at a shareholder meeting. We will pay the cost of soliciting proxies. Proxies may be solicited on our

Soliciting a proxy is the outreach to obtain the authorization of shareholders to vote on their behalf at a shareholder meeting. We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (who will not receive any additional compensation for these solicitations), in person or by telephone, electronic transmission or facsimile transmission. Upon request, Nasdaq will reimburse banks, brokers and other nominees for their reasonable expenses in sending proxy materials to their customers and obtaining their proxies. Nasdaq has engaged D.F. King & Co., Inc. to assist in soliciting proxies at a fee of $9,500,

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behalf by directors, officers, or employees (who will not receive any additional compensation for these solicitations), in person or by mail, telephone, videoconference, email, or other electronic transmission. Upon request, Nasdaq will reimburse banks, brokers, and other nominees for their reasonable expenses in sending proxy materials to their customers and obtaining their proxies. Nasdaq has engaged Innisfree M&A Incorporated to assist in soliciting proxies at a fee of $30,000, plus costs and expenses.

 

15.

What is “householding,” and how does it affect me?

 

Nasdaq has adopted a practice approved by the SEC known as “householding” to reduce printing and postage fees for the meeting notice. “Householding” means that shareholders who share the same last name and address will receive only one copy of the proxy materials unless we receive instructions to the contrary from any shareholder at that address. We will promptly deliver a separate copy of the proxy materials to you if you contact us with your request via phone (+1 212 401 8737) or email (investor.relations@nasdaq.com). If you wish to receive separate copies of the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee, or you may contact us at the above telephone number or email address.

 

16.

Nasdaq has adopted a practice approved by the SEC known as “householding” to reduce printing and postage fees for the meeting notice. “Householding” means that shareholders who share the same last name and address will receive only one copy of the proxy materials unless we receive instructions to the contrary from any shareholder at that address. We will promptly deliver a separate copy of the proxy materials to you if you contact us with your request via phone (+1 212 401 8737) or email (investor.relations@nasdaq.com). If you wish to receive separate copies of the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee, or you may contact us at the above telephone number or email address.

16.

Will you make a list of shareholders entitled to vote at the 20222024 Annual Meeting of Shareholders available?

 

A list of record holders entitled to vote at the Annual Meeting will be available from May 28, 2024 through the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m. (Eastern Time), at our principal executive offices (151 W. 42nd Street, New York, New York 10036). To make arrangements to view the list, please contact our Corporate Secretary by email at corporatesecretary@nasdaq.com. To access the list during the Annual Meeting, please visit virtualshareholdermeeting.com/NDAQ2024. and enter your 16-digit control number.

A list of record holders entitled to vote at the Annual Meeting will be available from June 8, 2022 through the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m. (Eastern Time), at our principal executive offices (151 W. 42nd Street, New York, New York 10036). To make arrangements to view the list, please contact our Corporate Secretary by email at corporatesecretary@nasdaq.com. To access the list during the Annual Meeting, please visit www.virtualshareholdermeeting.com/ NDAQ2022 and enter your 16-digit control number.

 

17.

How can I view or request copies of the Company’s SEC filings?

 

The Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports are available free of charge on the “Financials—SEC Filings” page of our Investor Relations website, which can be found at ir.nasdaq.com/financials/sec-filings. We will furnish, without charge, a copy of the Form 10-K, including the financial statements, to any shareholder upon request to the Nasdaq Investor Relations Department, Attention: Ato Garrett, 151 W. 42nd Street, New York, New York 10036, in writing, or by email at investor.relations@nasdaq.com.

The Form 10-K, our Quarterly Reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports are available free of charge on the “Financials—SEC Filings” page of our Investor Relations website, which can be found at http://ir.nasdaq.com/financials/sec-filings. We will furnish, without charge, a copy of the Form 10-K, including the financial statements, to any shareholder upon request to the Nasdaq Investor Relations Department, Attention: Edward Ditmire, 151 W. 42nd Street, New York, New York 10036, in writing, or by email at investor.relations@nasdaq.com.

 

18.

How do I submit a proposal or director nomination for inclusion in the 20232025 Proxy Statement?

 

Nasdaq shareholders who wish to submit proposals pursuant to Rule 14a-8 of the Exchange Act for inclusion in the Proxy Statement for Nasdaq’s 2025 Annual Meeting must submit them on or before December 27, 2024 to the Corporate Secretary and must otherwise comply with the requirements of Rule 14a-8.

Our By-Laws include a proxy access provision that permits a shareholder, or a group of shareholders, owning at least 3% of our outstanding shares of common stock continuously for at least three years, to nominate and include in the proxy materials for an Annual Meeting, director nominees constituting up to the greater of two individuals and 25% of the total number of directors then in office, provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the By-Laws. Notice of director nominations submitted under these requirements must be received no earlier than November 27, 2024 and no later than December 27, 2024.

Nasdaq shareholders may also recommend individuals for consideration by the Nominating & ESG Committee for nomination to the Nasdaq Board. Holders should submit such recommendations in writing, together with any supporting documentation the holder deems appropriate, to Nasdaq’s Corporate Secretary prior to January 31, 2025.

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19.

Nasdaq shareholders who wish to submit proposals pursuant to Rule 14a-8 of the Exchange Act for inclusion in the Proxy Statement for Nasdaq’s 2023 Annual Meeting must submit them on or before December 29, 2022 to the Corporate Secretary and must otherwise comply with the requirements of Rule 14a-8.

Our By-Laws include a proxy access provision that permits a shareholder, or a group of shareholders, owning at least 3% of our outstanding shares of common stock continuously for at least three years, to nominate and include in the proxy materials for an Annual Meeting director nominees constituting up to the greater of two individuals and 25% of the total number of directors then in office, provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the By-Laws. Notice of director nominations submitted under these requirements must be received no earlier than November 29, 2022 and no later than December 29, 2022.

In addition, Nasdaq shareholders may recommend individuals for consideration by the Nominating & ESG Committee for nomination to the Nasdaq Board. Holders should submit such recommendations in writing, together with any supporting documentation the holder deems appropriate, to Nasdaq’s Corporate Secretary prior to January 31, 2023.

19.

How do I submit other proposals or director nominations for presentation at the 20232025 Annual Meeting?

 

Our By-Laws also establish an advance notice procedure for other proposals or director nominations that are not submitted for inclusion in the Proxy Statement, but that a shareholder instead wishes to present directly at an Annual Meeting. Under these procedures, a shareholder must deliver a notice containing certain information, as set forth in the By-Laws, to Nasdaq’s Corporate Secretary not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the prior year’s meeting. Assuming the 2023 Annual Meeting is held according to this year’s schedule, the notice must be delivered on or prior to the close of business on February 22, 2023, but no earlier than the close of business on March 24, 2023. However, if Nasdaq holds its Annual Meeting on a date that is more than 30 days before or 70 days after such anniversary date, the notice must be delivered no earlier than the close of business on the 120th day prior to the date of the Annual Meeting nor later than the close of business on the later of (i) the 90th day prior to the date of the Annual Meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made by Nasdaq.

Our By-Laws also establish an advance notice procedure for other proposals or director nominations that are not submitted for inclusion in the Proxy Statement, but that a shareholder instead wishes to present directly at an Annual Meeting. Under these procedures, a shareholder must deliver a notice containing certain information, as set forth in the By-Laws, to Nasdaq’s Corporate Secretary not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the prior year’s meeting. Assuming the 2025 Annual Meeting is held according to this year’s schedule, the notice must be delivered on or prior to the close of business on March 13, 2025, but no earlier than the close of business on February 11, 2025. However, if Nasdaq holds its Annual Meeting on a date that is more than 30 days before or 70 days after such anniversary date, the notice must be delivered no earlier than the close of business on the 120th day prior to the date of the Annual Meeting nor later than the close of business on the later of (i) the 90th day prior to the date of the Annual Meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made by Nasdaq.

In addition to satisfying the foregoing requirements of our By-Laws, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Nasdaq’s director nominees in compliance with Exchange Act Rule 14a-19 must provide a notice that sets forth the information required by Rule 14a-19 no later than April 12, 2025.

 

 

How to Vote

Use any of the following methods and

your 16-digit control number:

LOGO

By Internet Using Your Computer

Visit www.proxyvote.com

Visit 24/7

LOGO

By Phone

Call +1 800 690 6903 in the U.S. or

Canada to vote your shares

LOGO

By mail

Cast your ballot, sign your proxy card,

and return by postage-paid envelope

LOGO

Attend the Annual Meeting

Vote during the meeting by following the

instructions on the website

 

LOGO

Annexes 136139

LOGO

annex a

2024 | Nasdaq Proxy Statement | ANNEX A

Annex A

Non-GAAP Financial Measures

We recommend investors review the U.S. GAAP financial measures included in this Proxy Statement, as well as the Form 10-K, including our consolidated financial statements and the notes thereto.

In addition to disclosing results determined in accordance with U.S. GAAP, we have also provided provide non-GAAP net income attributable to Nasdaq and non-GAAP diluted EPS.EPS in the Form 10-K and this Proxy Statement. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Proxy Statement, as well as the Form 10-K, including our consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted EPS, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted EPS because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance. Non-GAAPWe believe that excluding the following items from non-GAAP net income attributable to Nasdaq for the periods presented below is calculated by adjusting for the following items:provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods.

Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses and the relative operating performance of the businesses between periods, and the earnings power of Nasdaq. Performance measures excluding intangible asset amortization expense therefore provide investors with a useful representation of our businesses’ ongoing activity in each period.periods.

Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing, and complexity of the transaction. Accordingly, we exclude theseThese expenses generally include integration costs, for purposes of calculating non-GAAP measures, which provide a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods.as well as legal, due diligence, and other third-party transaction costs.

Restructuring charges: WeIn the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to, and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In 2022, following our September announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In 2019, we initiated the transition of certain technology platforms to advance our strategic opportunities as a technology and analytics provider and continue the re-alignmentrealignment of certain business areas. See Note 20, “Restructuring Charges,” to the consolidated financial statements in the Form 10-K for further discussion of our 2023 Adenza restructuring program, our 2022 divisional alignment program, as well as our 2019 restructuring plan, which was completed in June 2021. Charges associated with

 

 

141

2024 | Nasdaq Proxy Statement | ANNEX A

this plan represented a fundamental shift in our strategy and technology as well as executive re-alignment and were excluded for purposes of calculating non-GAAP measures as they are not reflective of ongoing operating performance or comparisons in Nasdaq’s performance between periods.

Net income (loss) from unconsolidated investee: investees:See “Equity Method Investments,” of Note 6, “Investments,” to the consolidated financial statements in the Form 10-K for further discussion. Our income onfrom our investment in The Options Clearing Corporation, or OCC, may vary significantly compared to prior periods due to the changes in OCC’s capital management policy. Accordingly, we will exclude thisNet income (loss) from currentunconsolidated investees also included our share of earnings and prior periods for purposeslosses of calculating non-GAAP measures which provide a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisonsour equity method investment in Nasdaq’s performance between periods.The NASDAQ Private Market, LLC.

Other significant items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq.

For 2021,2023, other significant items primarily included:

a charge related to an administrative fine imposed by the Swedish Financial Supervisory Authority, or SFSA, associated with the default that occurred in 2018. See “Nasdaq Commodities Clearing Default,” of Note 15, “Clearing Operations,” to the consolidated financial statements in the Form 10-K for further discussion;

a loss on extinguishment of debt;

a net gain on a divestiture of a business, which represents our pre-tax net gain of $84 million on the sale of our U.S. Fixed Income business; and

gains from strategic investments entered into through our corporate venture program included in other income in our Consolidated Statements of Income in the Form 10-K.

For 2020, other significant items primarily included:

a provision for notes receivable associated with the funding of technology development for the Consolidated Audit Trail;

a loss on extinguishment of debt;

charges associated with duplicative rent and impairment of leasehold assets related to our global headquarters move;

charitable donations made to the Nasdaq Foundation, COVID-19 response and relief efforts, and social justice charities; and

the reversal of a $6 million regulatory fine issued by the SFSA, which is recorded in regulatory expense in the Consolidated Statements of Income in the Form 10-K.

For 2019, other significant items primarily included:

a provision for notes receivable associated with the funding of technology development for the Consolidated Audit Trail;

a loss on extinguishment of debt;

a net gain on a divestiture of a business, which represents our pre-tax net gain of $27 million on the sale of BWise; and

other items:

 

•-

a tax reserve forimpairment charges related to our operating lease assets and leasehold improvements associated with vacating certain prior year examinations;leased office space, which are recorded in occupancy and

depreciation and amortization expense in our Consolidated Statements of Income in the Form 10-K;

 

•-

accruals related to certain litigation costslegal matters which were partially offset by insurance recoveries related to certain legal matters. The charges and related insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Consolidated Statements of Income in the Form 10-K.

10-K;

•a partial settlement charge associated with the termination of our U.S. pension plan, which is recorded in compensation and benefits expense in the Consolidated Statements of Income in the Form 10-K; and

•certain financing costs related to the Adenza acquisition, which are included in other income (loss) in our Consolidated Statements of Income in the Form 10-K.

For 2022, other significant items primarily included:

•accruals related to a legal matter and a regulatory matter offset by the release of $5 million in relation to the reduction of the administrative fine issued by the Swedish Financial Supervisory Authority, or SFSA, which are included in regulatory expense in the consolidated financial statements in the Form 10-K; and

•a loss on extinguishment of debt, which is included in general, administrative and other expense in our Consolidated Statements of Income and net gains and losses from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income in the Form 10-K.

For 2021, other significant items primarily included:

•a charge related to an administrative fine imposed by the SFSA associated with the default that occurred in 2018;

•a loss on extinguishment of debt;

•a net gain on a divestiture of a business, which represents our pre-tax net gain of $84 million on the sale of our U.S. Fixed Income business; and

•gains from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income in the Form 10-K.

For 2020, other significant items primarily included:

•a provision for notes receivable associated with the funding of technology development for the Consolidated Audit Trail;

•a loss on extinguishment of debt;

•charges associated with duplicative rent and impairment of leasehold assets related to our global headquarters move;

•charitable donations made to the Nasdaq Foundation, COVID-19 response and relief efforts, and social justice charities; and

•the reversal of a $6 million regulatory fine issued by the SFSA, which is recorded in regulatory expense in the Consolidated Statements of Income in the Form 10-K.

The above charges, with the exception of those noted differently above, are recorded in general, administrative, and other expense in our Consolidated Statements of Income in the Form 10-K.

Significant tax items:

The non-GAAP adjustment to the income tax provision included the tax impact of each non-GAAP adjustment and:and for 2021, return-to-provision adjustment and a prior period tax benefit.

142

2024 | Nasdaq Proxy Statement | ANNEX A

 

for 2021, return-to-provision adjustments

The following table presents reconciliations between U.S. GAAP operating income and prior period tax benefits.non-GAAP operating income.

 

   Year Ended December 31,
   2023  2022  2021  2020
    

(in millions)

U.S. GAAP operating income

  $1,578  $1,564  $1,441  $1,234

Non-GAAP adjustments:

            

Amortization expense of acquired intangible assets

  206  153  170  103

Merger and strategic initiatives expense

  148  82  87  33

Restructuring charges

  80  15  31  48

Lease asset impairments

  25  —  —  —

Extinguishment of debt

  —  16  33  36

Legal and regulatory matters

  12  26  44  (12)

Charitable contributions

  —  —  —  17

Pension settlement charge

  9  —  —  —

Provision for notes receivable

  —  —  —  6

Other

  7  5  (2)  24

Total non-GAAP adjustments

  487  297  363  255

Non-GAAP operating income

  $2,065  $1,861  $1,804  $1,489

for 2020, a tax benefit on compensation-related deductions determined to be allowable.The following table presents reconciliations between U.S. GAAP operating margin and non-GAAP operating margin.

 

   2023  – Nov/Dec  2023

(U.S. $ millions)

  

Actuals

  Adenza  

Nasdaq
excluding
Adenza

Net revenue

   $3,895    $149    $3,746 

Non-GAAP operating expenses

  (1,830)  (35)  (1,795)

Non-GAAP operating income

  $2,065  114  $1,951

Non-GAAP operating margin (%)

  53%     52%

The following table presents reconciliations for 2020 and 2019, excess tax benefits related to employee share-based compensation to reflect the recognition of the income tax effects of share-based awards when awards vest or are settled. This item is subject to volatility and will vary based on the timing of the vesting of employee share-based compensation arrangements and fluctuation in our stock price. Beginning with the quarter ended March 31, 2021, such excess tax benefits are no longer included as a non-GAAP adjustment as they do not have a material impact on period-over-period comparison.organic growth.

 

(U.S. $ millions)

  2023    2022    Total Variance    Organic Impact    Other Impact1

Net revenue

  $3,895    $3,582    $313  9%     $178   5%     $135   4%

Non-GAAP operating income

   2,065      1,861      204    11%     89  5%    115  6%

ARR

  2,585    2,001    584  29%    117   6%     467   23% 

for 2019, a tax benefit primarily related to an adjustment to the 2018 federal and state tax returns and a tax benefit related to capital distributions from the OCC. See “Equity Method Investments,” of Note 6, “Investments,” to the consolidated financial statements in the Form 10-K for further discussion of our OCC investment.

1.

Other impact includes acquisition of Adenza and changes in foreign currency rates.

 

 

143 

2024 | Nasdaq Proxy Statement | ANNEX A

The following table presents reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted EPS and non-GAAP net income attributable to Nasdaq and diluted EPS.

   Year Ended December 31,
   2023  2022  2021
    

(in millions, except per share amounts)

U.S. GAAP net income attributable to Nasdaq

    $1,059      $1,125      $1,187  

Non-GAAP adjustments:

         

Amortization expense of acquired intangible assets

  206  153  170

Merger and strategic initiatives expense

  148  82  87

Restructuring charges

  80  15  31

Lease asset impairments

  25  —  —

Extinguishment of debt

  —  16  33

Net loss (income) from unconsolidated investees

  7  (29)  (52)

Legal and regulatory matters

  12  26  44

Net gain on divestiture of business

  —  —  (84)

Pension settlement charge

  9  —  —

Other

  21  2  (82)

Total non-GAAP adjustments

  508  265  147

Total non-GAAP tax adjustments

  (134)  (66)  (61)

Total non-GAAP adjustments, net of tax

  374  199  86

Non-GAAP net income attributable to Nasdaq

  $1,433  $1,324  $1,273

U.S. GAAP effective tax rate

  24.6%  23.9%  22.6%

Total adjustments from non-GAAP tax rate

  0.4%  0.1%  1.7%

Non-GAAP effective tax rate

  25.0%  24.0%  24.3%

Weighted-average common shares outstanding for diluted EPS

  508.4  497.9  505.1

U.S. GAAP diluted EPS

  $2.08  $2.26  $2.35

Total adjustments from non-GAAP net income

  0.74  0.40  0.17

Non-GAAP diluted EPS

  $2.82  $2.66  $2.52

 

Non-GAAP Financial Measures

    

 

Year Ended December 31,

 
   2021  2020  2019 
   (in millions, except per share amounts) 

U.S. GAAP net income attributable to Nasdaq

   $1,187   $933   $774 

Amortization expense of acquired intangible assets

   170   103   101 

Merger and strategic initiatives expense

   87   33   30 

Restructuring charges

   31   48   39 

Net income from unconsolidated investee

   (52)   (70)   (82) 

Regulatory matters

   33   (6)   - 

Provision for notes receivable

   -   6   20 

Extinguishment of debt

   33   36   11 

Net gain on divestiture of businesses

   (84)   -   (27) 

Charitable donations

   -   17   - 

Other

   (71)   14   17 

Total non-GAAP adjustments

   147   181   109 

Adjustment to the income tax provision to reflect non-GAAP adjustments and other tax items

   (61)   (77)   (43) 

Excess tax benefits related to employee share-based compensation

   -   (6)   (5) 

Total non-GAAP tax adjustments

   (61)   (83)   (48) 

Total non-GAAP adjustments, net of tax

   86   98   61 

Non-GAAP net income attributable to Nasdaq

   $1,273   $1,031   $835 

    

             

U.S. GAAP effective tax rate

   22.6%   23.0%   24.0% 

Total adjustments from non-GAAP tax rate

   1.7%   3.0%   2.0% 

Non-GAAP effective tax rate

   24.3%   26.0%   26.0% 

    

             

Weighted-average common shares outstanding for diluted EPS

   168.4   166.9   167.0 

    

             

U.S. GAAP diluted EPS

   $7.05   $5.59   $4.63 

Total adjustments from non-GAAP net income

   0.51   0.59   0.37 

Non-GAAP diluted EPS

   $7.56   $6.18   $5.00 

 

144

Annex BCautionary Note Regarding Forward-Looking Statements

Form of Amendment to Amended and Restated Certificate of Incorporation

Article First, Paragraph A of Nasdaq’s Amended and Restated Certificate of Incorporation shall be amended to read as follows. Proposed additions are underlined; proposed deletions are stricken through.

A. The total number of shares of Stock which Nasdaq shall have the authority to issue isThreeNine Hundred Thirty Million (330930,000,000), consisting of Thirty Million (30,000,000) shares of Preferred Stock, par value $.01 per share (hereinafter referred to as “Preferred Stock”), andThreeNine Hundred Million (300900,000,000) shares of Common Stock, par value $.01 per share (hereinafter referred to as “Common Stock”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information set forth in this Proxy Statement contains forward-looking statements that involve a number of risks and uncertainties. Words such as “may,” “will,” “could,” “should,” “anticipates,” “envisions,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes”“believes,” and words or terms of similar substance used in connection with any discussion of future expectations as to industry andor regulatory developments, or business initiatives andor strategies, future operating results or financial performance, and other future developments are intended to identify forward-looking statements. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. These include, among others, statements relating to:

 

our strategic direction;

•our strategic direction, including changes to our corporate structure;

 

the integration of acquired businesses, including accounting decisions relating thereto;

•the integration of acquired businesses, including accounting decisions relating thereto;

 

the scope, nature or impact of acquisitions, divestitures, investments, joint ventures or other transactional activities;

•the scope, nature, or impact of acquisitions, divestitures, investments, joint ventures, or other transactional activities;

 

the effective dates for, and expected benefits of, ongoing initiatives, including transactional activities and other strategic, restructuring, technology, de-leveraging and capital return initiatives;

•the effective dates for, and expected benefits of, ongoing initiatives, including transactional activities and other strategic, restructuring, technology, de-leveraging, and capital return initiatives;

 

the ongoing impact of the COVID-19 pandemic on our business, operations, results of operations, financial condition and workforce;

•our products and services;

 

our products and services;

•our corporate governance;

 

our corporate governance;

•our shareholder engagement;

 

our shareholder engagement;

•our corporate culture and human capital management policies, practices, and initiatives;

 

our corporate culture and human capital management policies, practices and initiatives;

•our executive compensation program; and

 

•our sustainability programs, policies, goals, and initiatives.

our executive compensation program; and

our ESG programs and initiatives.

Forward-looking statements involve a number of risks, uncertainties, or other factors beyond Nasdaq’s control. These factors include, but are not limited to: Nasdaq’s ability to implement its strategic initiatives; economic, political, and market conditions and fluctuations; geopolitical instability arising from the Russian invasion of Ukraine;instability; government and industry regulation; interest rate risk; U.S. and global competition; and other factors detailed in Nasdaq’s filings with the SEC, including its annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available on Nasdaq’s investor relations website at ir.nasdaq.com and the SEC’s website at www.sec.govsec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

REFERENCES TO WEBSITESReferences To Websites

Information contained on our website, or any website that is linked to or otherwise referenced herein, is not incorporated into, or a part of, this Proxy Statement.

 

 

          LOGOLOGO

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NASDAQ, INC.

151 W. 42ND ST.

NEW YORK, NY 10036

ATTN: ERIKA MOORE

    LOGO

SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/NDAQ2022

NDAQ2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

                                                                                                                                                                                            D79367-P66952 V48745-P10790 KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

  NASDAQ, INC.

The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1.

1.  

Election of 10 DirectorsForAgainstAbstain
1a.Melissa M. Arnoldi☐☐☐
1b.Charlene T. Begley☐☐☐
1c.Steven D. Black☐☐☐
1d.Adena T. Friedman☐☐☐
1e.Essa Kazim☐☐☐
1f.Thomas A. Kloet☐☐☐
1g.John D. Rainey☐☐☐
1h.Michael R. Splinter☐☐☐
1i.Toni Townes-Whitley☐☐☐
1j.Alfred W. Zollar☐☐☐

The Board of Directors recommends you vote FOR Proposal 2.ForAgainstAbstain
2.    

Advisory vote to approve the Company’s executive compensation as presented in the Proxy Statement

☐☐☐
The Board of Directors recommends you vote FOR Proposal 3.ForAgainstAbstain
3.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022

☐☐☐
The Board of Directors recommends you vote FOR Proposal 4.ForAgainstAbstain
4.

Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock in order to effect a 3-for-1 stock split

☐☐☐
The Board of Directors recommends you vote AGAINST Proposal 5.ForAgainstAbstain
5.

A Shareholder Proposal entitled “Special Shareholder Meeting Improvement”

☐☐☐

NOTE: To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.

DETACH AND RETURN THIS PORTION ONLY NASDAQ, INC. The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1. 1. Election of 12 Directors For Against Abstain 1a. Melissa M. Arnoldi 1b. Charlene T. Begley The Board of Directors recommends you vote FOR For Against Abstain Proposals 2 and 3. 1c. Adena T. Friedman 2. Advisory vote to approve the Company’s executive compensation as presented in the Proxy Statement 1d. Essa Kazim 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 1e. Thomas A. Kloet the fiscal year ending December 31, 2024 The Board of Directors recommends you vote AGAINST For Against Abstain 1f. Kathryn A. Koch Proposal 4. 1g. Holden Spaht 4. A Shareholder Proposal entitled “Special Shareholder Meeting Improvement” 1h. Michael R. Splinter NOTE: To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting. 1i. Johan Torgeby 1j. Toni Townes-Whitley 1k. Jeffery W. Yabuki 1l. Alfred W. Zollar Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:

The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.

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D79368-P66952        

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V48746-P10790 NASDAQ, INC.

Annual Meeting of Shareholders

June 22, 202211, 2024 at 8:00 AM, Eastern Time

This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint(s) John A. Zecca and Erika Moore, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Nasdaq, Inc. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held virtually at www.virtualshareholdermeeting.com/NDAQ2022,NDAQ2024, at 8:00 AM, Eastern Time on June 22, 2022,11, 2024, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE