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
| |
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| 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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| | |
| | 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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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. 39
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. |
| | | 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
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(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. |
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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
As of April 28, 2022• Shareholder communication process for communicating with our Board
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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; |
• | | 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; |
• | | 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 |
• | | Code of Conduct for the Board of Directors |
• | | Corporate Governance Guidelines |
• | | Procedures for Communicating with the Board of Directors |
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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 |
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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.
| | | | | | | Chair | | CEO | | ✓ 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 | | | | | | 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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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.
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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 48
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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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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 50
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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.
2024 | Nasdaq Proxy Statement | GOVERNANCE
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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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. | | | | | 53 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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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.
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: |
| ¾ | | reduce the energy consumption, corresponding greenhouse gas emissions and waste generation of our global operations through thoughtful sustainable initiatives and strategies. |
| ¾ | | proactively procure renewable energy for our office space and data center portfolio. |
| ¾ | | purchase 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). |
| ¾ | | purchase 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). |
| ¾ | | engage 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: |
| ¾ | | our climate related risks and opportunities, |
| ¾ | | associated impact on our business, |
| ¾ | | our management strategy to address these risks, and |
| ¾ | | related 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. |
· | | 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. |
56 · | | 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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2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY
· | | 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: |
| ¾ | | the UN Sustainable Stock Exchanges Initiative (founding member); |
| ¾ | | the WFE Sustainability Working Group (founder, chair twice); |
| ¾ | | the UN Global Compact (former U.S. Network Board Member); |
| ¾ | | the Global Sustainability Standards Board (current member); |
| ¾ | | the SASB Advisory Board (former member); |
| ¾ | | the Bloomberg Gender Equality Index (Advisory Group); and |
| ¾ | | the 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:
| · | | 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. | 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. | 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. |
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· | | 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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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. 62
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. | | | | | | | | | | | | | | | | | | | | | | | Scoring Scale | | 100-0 (Best) | | 10-1 (Best) | | F-A (Best) | | CCC-AAA (Best) | | | | | | | | 11.9 | | 1* | | B | | BBB |
*Quality score for Environmental, Social,
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.
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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 |
· | | 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 |
| | | | | | | | | | | | | 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.
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Proposal 2: Approval of the Company’s Executive Compensation on an Advisory Basis | ✓ | | | | 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.
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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 1 | Ms. Dennison, who was formerly our SVP, Controller and Principal Accounting Officer, was appointed EVP and CFO effective March 1, 2021.
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2 | Ms. Dillard resigned from Nasdaq and her position as EVP, Investment Intelligence, effective as of April 8, 2022.
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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.
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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.
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. · | • | | NetWe 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. 67
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• | | 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 | | | | | | | Pay for performance: 100% of annual incentives and 80% of long-term incentive grants are performance-based | | | | Overweight non-performance-based long- term incentives | | | | | | | Maintain an incentive recoupment, or “clawback,” policy, including a broad incentive recoupment policy and a supplemental policy in compliance with SEC and Nasdaq listing rules | | | | Pay tax gross-ups | | | | | | | Provide change in control protection that requires a “double trigger” (i.e., both a change in control of the Company and a qualifying loss of employment) | | | | Permit re-pricing of underwater stock options without shareholder approval | | | | | | | Conduct a comprehensive annual risk assessment of our compensation program | | | | Accrue or pay dividends on unearned or unvested equity awards | | | | | | | Conduct an annual executive talent review and discussion on succession planning | | | | Allow hedging or pledging of Nasdaq stock | | | | | | | Maintain robust stock ownership guidelines | | | | Provide ongoing defined benefit pension plans | | | | | | | Provide only limited perquisites, which provide nominal additional assistance to allow executives to focus on their duties | | | | Provide uncapped award opportunities |
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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.
| | | | | 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 70
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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
· | | Market capitalization size |
· | | Direct exchange competitors |
· | | Financial services 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.
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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.
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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. 72
2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
What We Pay and Why:Why Elements of Executive Compensation | | | | | | | | | | | | | Element | | Description | | | | Objectives | | | Element | | FIXED | | DescriptionBase Salary | | Objectives | | Where
Described
in More
Detail | FIXED | | Base 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-RISK | | Long-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 | | | | | BENEFITS | | Retirement, Health, and Welfare | | Retirement savings programs Competitive welfare benefits Deferred compensation plan | | Page 75 | BENEFITS | | Retirement, 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
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 74
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. 75
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% | | | | | | | | | | | $2,843.0M | | | | | | 111% |
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. 76
2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
Global Exchange Peer Companies Used for Three-Year PSUs1 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
Amount 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-Year | | Resulting 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.
RSUs77
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% |
78 | | | | | | | | | | | | | 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 | | | | | Adena T. Friedman Chair and CEO 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Reported record net revenues of $3.9 billion, an increase of 9% or 5% organically, excluding the impacts of foreign currency exchange rates and Adenza, as compared to 2022. • ARR increased to $2.6 billion as of December 31, 2023, an increase of 29% or 6% organically, excluding impacts from foreign exchange rates or the Adenza acquisition as compared to 2022, as Nasdaq continues its shift to a scalable platform company. • Led the acquisition of Adenza, furthering the Company’s growth, as well as its strategic and operational goals. • Revised our corporate structure and businesses to further align our offerings and solutions more closely with the foundational shifts that are driving the evolution of the global financial system. • Led U.S. exchanges for operating company IPOs with an 81% win rate. • Maintained listings leadership in the U.S. and continued strong performance in the Nordics. • Continued market modernization with the migration of Nasdaq’s second U.S. options market to Amazon Web Services, and third market overall to a cloud-based infrastructure. • Achieved growth in the market technology business with further expansion into Latin America, providing technology to exchanges to modernize and expand trading platforms. 2023 Compensation Elements In setting Ms. Friedman’s compensation, the Management Compensation Committee and Board considered her performance and a review of the competitive positioning of her overall compensation as compared to the compensation of similar officers at companies in our peer group. As shown in the table below, for 2023, the Management Compensation Committee and Board maintained Ms. Friedman’s base salary and her target annual cash incentive award at the same amounts as 2022. The Management Compensation Committee and Board increased the target grant date value of her equity award by $1,000,000. The increase in the annual target grant date equity award reflects Ms. Friedman’s leadership in growing and diversifying the Company and demonstrating a focus on its long-term strategy and financial success. |
NEO Compensation Summaries
79
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 |
80 | | | | | | | | 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
| | | | | 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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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
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. 82
2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
| | | | | Executed consistent capital planning,Tal Cohen President 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Led the acquisition of Adenza and established, and successfully launched, our new Financial Technology division, which 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 Compensation | | 2021 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.
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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 |
84 | | | | | 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
| | | | | P.C. Nelson Griggs President 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Maintained listings leadership in the U.S. Nasdaq led U.S. exchanges for operating company IPOs with an 81% total win rate in 2023. • Welcomed 103 U.S. operating company IPOs that raised more than $11 billion in proceeds, marking Nasdaq’s fifth consecutive year as the leading U.S. listing exchange in terms of both number of IPOs and proceeds raised. 18 companies also switched their listings to the Nasdaq Stock Market in 2023, totaling more than $377 billion in market value. • Led continued growth in the Index business, which generated $31 billion of exchange traded product net inflows, ending the year at $473 billion in assets under management linked to Nasdaq indices. • Supported the Company’s clients in launching 83 new products linked to Nasdaq indices, bringing to market robust solutions to meet investor demand. • Launched several ESG solutions, including: Nasdaq Metrio, an end-to-end platform designed to collect and report sustainability data integrating Nasdaq OneReport and Metrio legacy technologies; Nasdaq Sustainable Lens, a new artificial intelligence-powered SaaS platform aimed at helping companies and investors to navigate and utilize ESG data from across thousands of companies; and Nasdaq eVestment ESG Analytics, a platform providing greater transparency for the global institutional market so investors can make better data-driven decisions. 2023 Compensation Elements As shown in the table below, for 2023, the Management Compensation Committee increased Mr. Griggs’ base salary from $600,000 to $700,000 and target annual cash incentive award from $900,000 to $1,050,000, in each case effective January 1, 2023. The Management Compensation Committee also increased the target grant date value of Mr. Griggs’ equity award from $2,000,000 to $2,500,000. In determining these compensation changes, the Management Compensation Committee assessed Mr. Griggs’ performance, the overall performance of our Capital Access Platforms division, and market competitive positioning. |
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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
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.
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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 |
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.
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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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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
2021 Performance Highlights
Led the negotiation and development of the AWS partnership and development of the technology infrastructure to enable
| | | | | Brendan Brothers EVP and Head of Financial Crime Management Technology 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Increased Financial Crime Management Technology’s ARR to $226 million in 2023, representing 24% ARR growth over 2022. • Led Verafin’s strong client development efforts to move upmarket to larger Tier 1 and Tier 2 clients, with three Tier 1 clients and four Tier 2 clients signed during 2023. • Demonstrated the continued strength of Verafin’s core business with small and medium banks by winning more than 230 new small and midsize business clients in 2023. • Strengthened Verafin’s partnerships with new and current clients, enabling strong revenue retention, renewals and new orders from existing clients, and improved efficiency in sales execution to secure new clients and growth opportunities. • Expanded the customer reach through winning multiple new clients utilizing Financial Crime Management Technology’s fraud detection and anti-money laundering solutions. 2023 Compensation Elements In connection with his appointment to Executive Vice President and Head of Financial Crime Management Technology in September 2023, the Management Compensation Committee increased Mr. Brothers’ base salary from $400,000 to $500,000 and target annual cash incentive award from $500,000 to $750,000, in each case effective September 19, 2023. The Management Compensation Committee also approved the target grant date value of Mr. Brothers’ equity award of $1,000,000, which was unchanged from the prior amount. In determining these compensation changes, the Management Compensation Committee assessed Mr. Brothers’ performance, the overall performance of the Anti-Financial Crime division (which is now part of the Financial Technology division), and market competitive positioning. Additionally, in recognition of Mr. Brothers accepting the role as Interim Head of our Financial Crime Management Technology business in March 2023, Mr. Brothers received a one-time equity award of RSUs with a grant date value of $500,000 on April 3, 2023, which award fully vested on April 3, 2024. The Management Compensation Committee intended this grant to motivate and reward Mr. Brothers for a short-term, interim leadership period. In connection with our acquisition of Verafin in 2020, we adopted the Verafin Management Incentive Plan for certain former Verafin employees, including Mr. Brothers. |
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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. |
| | | | | | | | | 1 | Type 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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| | | | | | | | | | | | | | 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 |
| | | | | Ann M. Dennison Former EVP and CFO 2023 Total Target Direct Compensation Mix 2023 Performance Highlights • Led the successful financing of the $10.5 billion Adenza transaction, including the issuance of approximately $5 billion in senior notes. • Drove Nasdaq’s finance stewardship efforts, which delivered broad-based revenue growth, including a record revenue year in 2023, an increase in ARR, and strong growth in our Solutions businesses. • Maintained the Company’s practice of returning capital to shareholders, including more than $700 million in dividends and share repurchases in 2023. • Extended the Company’s leadership in sustainability and ESG reporting, resulting in the Company maintaining or improving its scores/ratings from most leading sustainability and ESG analysts. 2023 Compensation Elements The Management Compensation Committee increased Ms. Dennison’s base salary from $575,000 to $650,000 and target annual cash incentive award from $862,500 to $975,000, effective April 2, 2023. The Management Compensation Committee also increased the target grant date value of Ms. Dennison’s equity award from $1,500,000 to $2,000,000. In determining these compensation changes, the Management Compensation Committee assessed Ms. Dennison’s performance and market competitive positioning. Ms. Dennison ceased serving as EVP and CFO on December 1, 2023, and served as an advisor to the Company during the period of December 1, 2023 through December 31, 2023 to facilitate an orderly transition. |
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| | | | | | | | | | | | | 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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| | | | | | | | 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. 91
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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.” 92
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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. |
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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. 95
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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
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. 96
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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 $22,419. Assumptions used in calculating the amounts reported include a 2.80% discount rate as of December 31, 2021, a 2.50% discount rate as of December 31, 2020, a 3.20% discount rate as of December 31, 2019, a 4.45% discount rate as of De- cember 31, 2018, retirement at age 62 (which is the earliest age at which a participant may retire and receive unreduced benefits under the plans) and other assumptions used as described in Note 10 to the Company’s audited financial statements for the fiscal year ended December 31, 2021 included in our Form 10-K. None of the NEOs received above-market or preferential earnings on deferred compensation in 2021, 2020 or 2019.
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5. | The following table sets forth the 20212023 amounts reported in the “All Other Compensation” column by type. The incremental cost of Ms. Friedman’s personal use of her company car (including commutation)commuting expenses) is calculated based on an allocation of the cost of the driver, lease, tolls, fuel, parking, maintenance, and other related expenses. For Ms. Youngwood, the amount reflected as “Legal Expenses” represents the amount paid by the Company on her behalf to her legal counsel in connection with the negotiation of her employment offer letter and pursuant to the legal expense reimbursement provision of the employment offer letter. For Ms. Dennison, the amounts set forth for her separation payment, outplacement services, and health & welfare benefits continuation, and a portion of the amount set forth for her financial/tax planning services, were paid pursuant to her Separation Agreement, as further described on page 91 of this Proxy Statement. For Mr. Brothers, the Company’s matching retirement savings contributions are made in accordance with a Canadian retirement savings program. |
| | | Name | | Contribution to the 401(k) Plan ($) | | 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 | | — | | — | | — | | — | | — | | — | | $24,270 |
6. | Ms. Dennison was appointed EVPMr. Brothers is paid in Canadian dollars (CAD), and CFO effective asa foreign exchange rate of March1.36 CAD to 1 2021.United States dollar is reflected in this table. This conversion rate is calculated internally based on annual budgeted foreign exchange rates.
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7. | Mr. Ptasznik retired as EVP, Corporate Strategy and CFO on February 28, 2021. For further details regarding his Retirement Agremeent, please see “Other Agreements—Michael Ptasznik Retirement Agreement” below.
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8. | Amounts in this column reflect matching charitable donations for Ms. Friedman, Ms. Dennison and Mr. Griggs, and matching charitable donations for contributions to the Nasdaq PAC for Ms. Dillard and Mr. Peterson.
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2023 Grants of Plan-Based Awards Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Commit- tee and/ or Board Approval Date | | Grant Date | | | | | | | | | | | | | | All Other Stock Awards: Num— ber of Shares of Stock or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/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 | | $493,097 |
1. | The amounts reported in these columns represent the possible range of payments under the ECIP or other performance-based incentive compensation programs. Amounts are considered earned in fiscal year 20212023 although they were not paid until 2022.2024. For information about the amounts actually earned by each NEO under the ECIP or other performance-based incentive compensation programs, see “Executive Compensation Tables – 20212023 Summary Compensation Table.” |
2. | The amounts reported in these columns represent the possible range of PSUs that each NEO may earn under the Equity Plan, depending on the achievement of performance goals established by the Management Compensation Committee and/or Board. For further information, see “Compensation“Executive Compensation - Compensation Discussion &and Analysis – 2021- 2023 Compensation Decisions – Long-Term Incentive Compensation.” |
3. | The amounts reported in this column represent the grant date fair value of the total equity awards reported in the previous columns calculated pursuant to FASB ASC Topic 718 based upon the assumptions discussed in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 20212023 included in our Form 10-K. For further information about the calculation of these amounts, see “Executive Compensation - Executive Compensation Tables – 20212023 Summary Compensation Table.” |
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2023 Outstanding Equity Awards at Fiscal Year-End Table | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercis- able | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | Option Exercise Price ($) | | 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 $151,541 for 2021 in accordance withThese RSUs vested as to 50% on April 1, 2024, and the terms of his retirement agreement. Mr. Ptasznik retired as EVP, Corporate Strategy and CFOremaining shares will vest on February 28, 2021. He was not awarded any equity in 2021 as a result of his retirement.April 1, 2025.
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2021 Outstanding Equity Awards at Fiscal Year-End Table
| | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercis- able | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | Option Exercise Price ($) | | 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.
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6.11. | Amounts in this column are based on a closing price of $210.01$58.14 on December 31, 2021.29, 2023, the last trading day of 2023. |
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20212023 Option Exercises and Stock Vested Table
| | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | 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 | | $3,788,757 | | | | | | Brendan Brothers | | — | | — | | — | | — |
1. | The amounts reported in this column are calculated by multiplying the number of shares of stock that vested by the closing market price of our common stock on the vesting date. |
2. | The amount reported includes 95,502149,516 shares that were withheld to pay taxes in connection with the vesting(s). |
3. | The amount reported includes 4,07629,197 shares that were withheld to pay taxes in connection with the vesting(s). |
4. | The amount reported includes 9,47429,713 shares that were withheld to pay taxes in connection with the vesting(s). The amount reported also includes 4,118 RSUs that were accelerated in accordance with the terms of his retirement agreement. |
5. | The amount reported includes 23,95133,471 shares that were withheld to pay taxes in connection with the vesting(s). |
6. | The amount reported includes 16,456 shares that were withheld to pay taxes in connection with the vesting(s).
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7. | The amount reported includes 17,190 shares that were withheld to pay taxes in connection with the vesting(s).
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Retirement Plans We maintain In June 2023, we terminated our non-contributory, defined-benefit pension plans,plan, which havehad been frozen. Future service and salary for all participants do not count toward an accrual of benefits under these plans. However, participants continue to receive credit for future service for vesting of the benefits. None of the NEOs participate in these plans other thanfrozen since 2007. Ms. Friedman as discussed below.was the only NEO who had participated in the pension plan, and she received a lump-sum distribution in December 2023 for the amount she had accrued during her time of service.
20212023 Pension Benefits Table
| | | Name | | Plan Name | | Number of Years Credited Service (#)1 | | Present Value of Accumulated Benefit ($)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 | | — | | $277,605 |
1. | Since the pension plan was frozen in 2007, the number of years of credited service for each participant under the plan differsdiffered from such participant’s number of years of actual service with Nasdaq. As of December 31, 2021,2023, Ms. Friedman had 25.4227.42 years of actual service with Nasdaq. Generally, participants in the pension plan became vested in retirement benefits under the plan after five years of service from the participant’s date of hire. As of December 31, 2021,the distribution of benefits in connection with the termination of the plan, Ms. Friedman was fully vested in her benefits payable under the pension plan. |
Non-Qualified Deferred Compensation Table 2. | The amounts reported comprise the actuarial present value of the participant’s accumulated benefit under the pension plan as of Deceber 31, 2021. Assumptions used in calculating the amounts include a 2.8% discount rate as of December 31, 2021, retirement at age 62 (which is the earliest age at which a participant may retire and receive unreduced benefits under the plan) and other assumptions used as described in Note 10 to our audited financial statements for the fiscal year ended December 31, 2021 included in our Form 10-K.
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The following table shows the executive contributions, earnings, withdrawals, and account balances for the NEOs for our deferred compensation plan. This plan for certain U.S. employees is an unfunded, unsecured deferred compensation plan. The Company does not make contributions on behalf of participants to the deferred compensation plan. | | | | | | | | | | | | | | | | | Name | | Executive Contributions in Last FY ($) | | 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
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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. 103
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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
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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. 106
2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
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;
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·• | | 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. 107
2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
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 | | | — | | — | | — | | $5,100,250 | | — |
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2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION
| | | | | | | | | | | | | | | | | Name | | Involuntary Termination Not for Cause or Voluntary Termination with Good Reason ($) | | 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.
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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.
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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. |
2024 | Nasdaq Proxy StatementAs required by Item 402(v) of RegulationS-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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $18,498,752 | | $9,815,212 | | $6,457,253 | | $5,281,897 | | $173 | | $155 | | $132 | | $1,059 | | $1,938 | | | | | | | | | | | | | $28,045,305 | | $25,888,844 | | $6,391,803 | | $6,467,133 | | $179 | | $134 | | $111 | | $1,125 | | $1,820 | | | | | | | | | | | | | $19,965,893 | | $69,015,180 | | $3,411,044 | | $11,672,259 | | $202 | | $151 | | $133 | | $1,187 | | $1,849 | | | | | | | | | | | | | $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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | | | | | | 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 RegulationS-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 RegulationS-K, the following adjustments were made to Ms. Friedman’s total compensation for each year to determine the compensation actually paid: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $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) theyear-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: |
2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION | | | | | | | | | | | | | | | | | | Total PEO Equity Award Adjustments | | | | | | | | | | | | | | | | | | | | ($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 RegulationS-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 applicableyear . In accordance with the requirements of Item 402(v) of RegulationS-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: |
| | | | | | | | | | | | | | | | Compensation Table Total for | | Average Reported Value of | | Equity Award Adjustments a | | | | | | | | | | $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) theyear-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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ($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 202310-K for the purposes of Item 201(e) of RegulationS-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 RegulationS-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 RegulationS-K. The TSR calculations applicable to last year’s comparable disclosure for the purposes of Item 201(e) of RegulationS-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. |
2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION Analysis of the Information Presented in the Pay versus Performance Table The tables and graphs above demonstrate that over the measurement period, compensation actually paid for the PEO andnon-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.
2024 | Nasdaq Proxy Statement | 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 andnon-PEO NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: Net Revenue ARR
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. 114
Audit & Risk
2024 | Nasdaq Proxy Statement | AUDIT & RISK
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
116
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. 117
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.
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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.
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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. 118
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 | ✓ | | | | 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.
Other Items 111
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 | ✓ | | | | 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.
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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
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 54 121
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. 124
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
• 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. 125
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 Owner | | Common 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.
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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.
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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.
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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.
127
| | | | | 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.
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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. 128
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Executive Officers Nasdaq’s executive officers, as of April 28, 2022,26, 2024, are listed below. | | |
| | Adena T. Friedman Age:52 54 Title:President Chair and CEO For Ms. Friedman’s biography, see “Our Board — Proposal 1: Election of Directors.” | | | | | 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. | | | | | 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. | | |
| | 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.
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| | 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.
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| | 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. |
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| | | 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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| | 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.
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| | 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. |
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| | | 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.
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| | 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). | | |
| | 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. |
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| | 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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| | | | | | 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.
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| | | 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. | | | | | 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. 132
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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. 133
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About Our
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.
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| 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.
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| 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.
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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.
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| 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.
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| 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.
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| 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.
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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. 134
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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.
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| 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.
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| 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.
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| 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.
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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. 135
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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.
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| 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.
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| 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.
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| 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.
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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.
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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.
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| 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.”
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| 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.
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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)
| | FOR | | Majority of the outstanding shares of common stock | | Abstentions 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. 136
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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.
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| 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.
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| 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.
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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.
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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?
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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. 138
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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.
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| 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.
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| 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.
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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.
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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:
| | | | | | | | By Internet Using Your Computer
| | | Visit www.proxyvote.com
| | | Visit 24/7
| | | | | | | | By Phone
| | | Call +1 800 690 6903 in the U.S. or
| | | Canada to vote your shares
| | | | | | | | By mail
| | | Cast your ballot, sign your proxy card,
and return by postage-paid envelope
| | | | | | | | Attend the Annual Meeting
| | | Vote during the meeting by following the
instructions on the website
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Annexes 136139
annex a
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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
• | - | 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, 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.
NASDAQ, INC. 151 W. 42ND ST. NEW YORK, NY 10036 ATTN: ERIKA MOORE
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. | | | The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1.
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| | | | | | | | | | | | | | | 1.
| | Election of 10 Directors | | For | | Against | | Abstain | | | | | | | | | | | | 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. | | For | | Against | | Abstain | | | | | | 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. | | For | | Against | | Abstain | | | | | | 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. | | For | | Against | | Abstain | | | | | | 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. | | For | | Against | | Abstain | | | | | | 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.
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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
| | | Signature [PLEASE SIGN WITHIN BOX] Date |
| Signature (Joint Owners) Date |
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. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
D79368-P66952
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 |
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