DEF 14A
Table of Contents
DEF 14Afalse0001120193 0001120193 2023-01-01 2023-12-31 0001120193 2020-01-01 2020-12-31 0001120193 2021-01-01 2021-12-31 0001120193 2022-01-01 2022-12-31 0001120193 ndaq:EquityAwardAdjustmentsMember ecd:PeoMember 2023-01-01 2023-12-31 0001120193 ndaq:DeductionForReportedChangeInActuarialPresentValuesMember ecd:PeoMember 2023-01-01 2023-12-31 0001120193 ndaq:FairValueOfAwardsGrantedAndVestingInTheCoveredYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0001120193 ndaq:YearEndFairValueOfEquityAwardsGrantedDuringTheCoveredYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0001120193 ndaq:EquityAwardAdjustmentsMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0001120193 ndaq:YearEndFairValueOfEquityAwardsGrantedDuringTheCoveredYearMember ecd:PeoMember 2023-01-01 2023-12-31 0001120193 ndaq:ChangeInFairValueOfOutstandingAndUnvestedEquityAwardsMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0001120193 ndaq:ValueOfAwardsGrantedInPriorYearsVestingDuringTheCoveredYearMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0001120193 ndaq:FairValueOfAwardsThatFailedToMeetApplicableVestingConditionsMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0001120193 ndaq:FairValueOfEquityAwardsMember ecd:PeoMember 2023-01-01 2023-12-31 0001120193 ndaq:ChangeInFairValueOfOutstandingAndUnvestedEquityAwardsMember ecd:PeoMember 2023-01-01 2023-12-31 0001120193 ndaq:ValueOfAwardsGrantedInPriorYearsVestingDuringTheCoveredYearMember ecd:PeoMember 2023-01-01 2023-12-31 0001120193 ndaq:FairValueOfEquityAwardsMember ecd:NonPeoNeoMember 2023-01-01 2023-12-31 0001120193 4 2023-01-01 2023-12-31 0001120193 3 2023-01-01 2023-12-31 0001120193 2 2023-01-01 2023-12-31 0001120193 1 2023-01-01 2023-12-31 iso4217:USD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
 
 
Filed by the Registrant 
Filed by a party other than the Registrant 
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material Pursuant to §
240.14a-12
Nasdaq, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
 
No fee required
 
Fee paid previously with preliminary materials
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11


Table of Contents

LOGO

 

Proxy

Statement

April 26, 2024


Table of Contents

2024 | Nasdaq Proxy Statement

 

Select ESG Awards and Recognition

 

LOGO

Member of Dow Jones Sustainability Indices Powered by the S&P Global CSA

 

ii


Table of Contents

2024 | Nasdaq Proxy Statement

 

Dear Fellow Shareholders,

 

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

 

Strategic and Financial Highlights

 

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

 

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

 

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

 

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

    

Nasdaq’s acquisition

of Adenza is an

important strategic

milestone, further

advancing Nasdaq’s

transformation

towards becoming

the trusted fabric of

the world’s financial

system.

 

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

 

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

 

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

 

Enhanced Value Creation

 

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

    

 

 

1

Represents revenues less transaction-based expenses.

 

 

 

iii


Table of Contents

2024 | Nasdaq Proxy Statement

 

Board Refreshment

 

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

 

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

 

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

    

The independent

directors unanimously

share in our Chair

and CEO Adena T. Friedman’s vision,

optimism, and

pursuit of building—

rewriting—a better

future.

 

Risk Oversight and Strategic Resilience

 

Under the leadership of the Audit & Risk Committee, the Board remained focused on its oversight of Nasdaq’s risk framework as a vital component of ensuring the long-term viability of Nasdaq’s business operations. In 2023, the Audit & Risk Committee monitored risks associated with the evolving cybersecurity threat landscape and developing technologies, including artificial intelligence, which has the potential to transform our industry. We believe our continued success, and our ability to secure a future of resilient growth, lie in the Company’s ability to protect itself from an ever-evolving threat landscape while simultaneously embracing the newest technologies to fuel our growth.

 

Rewriting Tomorrow

 

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

 

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

 

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

    

 

Adena T. Friedman    Michael R. Splinter      
Chair and CEO    Lead Independent Director      
        
Melissa M. Arnoldi   

Thomas A. Kloet

  

Toni Townes-Whitley

  
Charlene T. Begley   

Holden Spaht

  

Jeffery W. Yabuki

  
Steven D. Black   

Johan Torgeby

  

Alfred W. Zollar

  
Essa Kazim         

 

 

 

 

iv


Table of Contents

2024 | Nasdaq Proxy Statement

 

LOGO

 

        

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

 

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

     

Today, Nasdaq is a

financial technology

powerhouse with

world-leading

platforms that

enhance the liquidity,

transparency, and

integrity of the world’s

economy.

 

 

 

v


Table of Contents

2024 | Nasdaq Proxy Statement

 

Evolving Our Divisional Structure

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

 

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

 

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

 

  The Market Services division focuses on our liquidity pillar. Through our foundational trading exchanges, we continue to deliver demand-driven innovations that ensure our financial markets are global engines for liquidity.  

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

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

Driving Strong Operational and Financial Performance

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

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

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

 

1

Excluding impacts of changes in foreign exchange rates and the Adenza acquisition.

 

2

Refer to Annex A of this Proxy Statement for a reconciliation of GAAP to non-GAAP measures.

 

 

 

vi


Table of Contents

2024 | Nasdaq Proxy Statement

 

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

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

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

 

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

 

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

 

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

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

Sincerely,

Adena T. Friedman

Chair and CEO

Nasdaq, Inc.

LOGO

 

 

 

 

vii


Table of Contents

2024 | Nasdaq Proxy Statement

 

LOGO

Board of Directors (From left to right)*

 

Johan Torgeby    Michael R. Splinter
Steven D. Black    Holden Spaht
Melissa M. Arnoldi    Toni Townes-Whitley
Alfred W. Zollar    Thomas A. Kloet
Essa Kazim    Charlene T. Begley
Adena T. Friedman    Jeffery W. Yabuki

 *Members of the Board as of April 26, 2024

Executive Officers

 

Adena T. Friedman    Bradley J. Peterson
Chair and CEO    EVP and CIO/CTO
Brendan Brothers    Jeremy Skule
EVP and Head of Financial Crime Management Technology    EVP and Chief Strategy Officer
Tal Cohen    Bryan E. Smith
President    EVP and Chief People Officer
Michelle L. Daly    Sarah Youngwood
SVP and Controller and Principal Accounting Officer    EVP and CFO
P.C. Nelson Griggs    John A. Zecca
President    EVP and Chief Legal, Risk and Regulatory Officer

 

 

 

viii


Table of Contents

2024 | Nasdaq Proxy Statement

 

Acronyms and Certain Defined Terms

 

   

ARR

  Annualized Recurring Revenue

CEO

  Chief Executive Officer

CFO

  Chief Financial Officer

CIO

  Chief Information Officer

COBRA

  Consolidated Omnibus Budget Reconciliation Act

CTO

  Chief Technology Officer

DEI

  Diversity, Equity, and Inclusion

ECIP

  Executive Corporate Incentive Plan

EPS

  Earnings Per Share

Equity Plan

  Nasdaq’s Equity Incentive Plan

ERM

  Enterprise Risk Management

ESG

  Environmental, Social, and Governance

ESPP

  Employee Stock Purchase Plan

EVP

  Executive Vice President

Exchange Act

  Securities Exchange Act of 1934, as amended

FASB ASC Topic 718

  Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation”

Form 10-K

  Nasdaq’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, as filed with the SEC on February 21, 2024

GAAP

  U.S. Generally Accepted Accounting Principles

GHG

  Greenhouse Gas

IPO

  Initial Public Offering

M&A

  Mergers and Acquisitions

MIP

  Verafin Holdings Inc. Amended and Restated Management Incentive Plan

NEO

  Named Executive Officer

P&L

  Profit & Loss

PCAOB

  Public Company Accounting Oversight Board

People@Nasdaq

  Nasdaq’s Human Resources Team

PSU

  Performance Share Unit

RSU

  Restricted Stock Unit

SaaS

  Software as a Service

S&P

  Standard & Poor’s

SEC

  U.S. Securities and Exchange Commission

SVP

  Senior Vice President

TCFD

  Taskforce on Climate-related Financial Disclosures

TSR

  Total Shareholder Return

VP

  Vice President

 

 

 

ix


Table of Contents

2024 | Nasdaq Proxy Statement

 

Table of Contents

 

About Nasdaq

     1  

Meeting Notice

     3  

Voting Summary

     6  

Shareholder Engagement

     7  

Investor Day

     8  

Annual Meeting of Shareholders

     8  

Perception Study

     9  

Year-round Engagement

     9  

Meaningful Actions

     10  

Our Board

     12  

Proposal 1: Election of Directors

     13  

Board Composition

     15  

Director Identification and Evaluation

     16  

Skills and Expertise Matrix

     17  

Director Orientation and Continuing Education

     18  

Board Assessment Process

     18  

Board Refreshment and Nominations

     20  

Director Nominees

     22  

Board Committees

     34  

Director Compensation

     39  

Governance

     42  

Governance Highlights

     43  

Corporate Governance Framework

     44  

Board Leadership Structure

     45  

Board Independence

     47  

Committee Independence and Expertise

     47  

Board Diversity

     48  

Service on Other Public Company Boards

     48  

Strategic Oversight

     48  

Sustainability Oversight

     49  

Cybersecurity and Information Security Oversight

     49  

Risk Oversight

     50  

Human Capital Management Oversight and Executive Succession Planning

     52  

Board Meetings and Attendance

     52  

Shareholder Rights

     52  

Public Policy Advocacy

     53  

Communicating with the Board

     53  

Corporate Sustainability

     54  

Environmental Initiatives

     55  

Human Capital Management

     58  

Community Impact

     60  

 

 

 

x


Table of Contents

2024 | Nasdaq Proxy Statement

 

Operating with Integrity

     61  

Transparency in ESG Governance

     63  

Recognition

     63  

Executive Compensation

     64  

Proposal 2: Advisory Vote to Approve Executive Compensation

     65  

Compensation Discussion and Analysis

     66  

Management Compensation Committee Report

     96  

Management Compensation Committee Interlocks and Insider Participation

     96  

Executive Compensation Tables

     97  

Employment Agreements and Potential Payments Upon Termination or Change in Control

     102  

Pay Versus Performance

     110  

CEO Pay Ratio

     114  

Audit & Risk

     115  

Audit & Risk Committee Report

     116  

Annual Evaluation and 2024 Selection of Independent Auditor

     117  

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

     119  

Other Items

     120  

Proposal 4: Shareholder Proposal – Special Shareholder Meeting Improvement

     121  

Other Business

     125  

Security Ownership of Certain Beneficial Owners and Management

     125  

Delinquent Section 16(a) Reports

     127  

Nasdaq’s Employee Networks

     128  

Executive Officers

     129  

Certain Relationships and Related Transactions

     132  

Annual Meeting FAQs

     134  

Annex A

     140  

Non-GAAP Financial Measures

     141  

 

 

 


Table of Contents

 

LOGO

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

 

1


Table of Contents

2024 | Nasdaq Proxy Statement

 

LOGO

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

 

2


Table of Contents

2024 | Nasdaq Proxy Statement

 

Meeting Notice

Virtual Meeting Logistics

 

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

Items of Business

 

1.

To elect 12 directors for a one-year term

 

2.

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

 

3.

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

 

4.

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

 

5.

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

Important Meeting Information

Record Date

Shareholders of record as of April 15, 2024 will be eligible to vote at and participate in the Annual Meeting using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voter instruction form, or proxy card.

A Notice of Internet Availability of Proxy Materials will be mailed on or about April 26, 2024.

Asking Questions

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

Replays

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

Voting

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

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

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

 

 

 

3


Table of Contents

2024 | Nasdaq Proxy Statement

 

How to Vote

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

 

 

LOGO

  Online
  Visit proxyvote.com
  Visit 24/7

 

LOGO

  By Phone
  Call +1 800 690 6903 in the U.S. or
  Canada to vote your shares

 

LOGO

  By Mail
 

Cast your ballot, sign your proxy card,

and return by postage-paid envelope

 

LOGO

  Attend the Annual Meeting
 

Vote during the meeting by following the

instructions on the website

By Order of the Board of Directors,

Erika Moore

VP, Deputy General Counsel and Corporate Secretary

  

Important notice

regarding the

availability of

proxy materials

for the 2024

Annual Meeting

of Shareholders to

be held on June 11,

2024.

Nasdaq’s 2024 Proxy

Statement and

2023 Form 10-K

are available at:

nasdaq.com/annual-meeting

 

 

 

 

 

 

4


Table of Contents

LOGO

Vote to Make

a Difference.

Every vote counts. To express our appreciation for your

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

Resolution Project on behalf of every unique shareholder that votes.

Dedicated to creating a generation of leaders with a lifelong

commitment to social responsibility, the Resolution Project funds,

mentors, and supports young people who have innovative ideas to

improve their home communities.

 

5


Table of Contents

2024 | Nasdaq Proxy Statement

 

Voting Summary

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

 

Proposal

   Recommendation

1.  Election of Directors

 

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

 

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

 

   LOGO

2.  Advisory Vote to Approve Executive Compensation

 

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

 

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

  

LOGO

3.  Ratification of Appointment of Independent Registered Public Accounting Firm

 

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

 

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

  

LOGO

4.  Shareholder Proposal – Special Shareholder Meeting Improvement

 

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

 

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

   LOGO

 

 

 

6


Table of Contents

LOGO

Shareholder

Engagement


Table of Contents

2024 | Nasdaq Proxy Statement | SHAREHOLDER ENGAGEMENT

 

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

 

LOGO

The central components of our investor outreach are described below.

Investor Day

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

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

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

Annual Meeting of Shareholders

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

 

 

 

8


Table of Contents

2024 | Nasdaq Proxy Statement | SHAREHOLDER ENGAGEMENT

 

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

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

Perception Study

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

Year-round Engagement

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

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

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

Board Outreach

In 2024, Nasdaq conducted a governance roadshow consisting of focused, one-on-one meetings between shareholders and one of Nasdaq’s independent directors. These meetings provided the stewardship teams of our institutional shareholders an opportunity to ask questions regarding the Adenza acquisition, Nasdaq’s corporate governance framework, and any other topics the shareholders wanted to discuss. We extended meeting invitations to our top 24 shareholders, excluding (i) our three largest shareholders, who are already represented on our Board, and (ii) those shareholders who generally do not engage with issuers. We held meetings with shareholders holding 27% of our outstanding shares.

We believe that open and direct dialogue between our shareholders and directors is essential for transparency, trust, and continuous improvement. The feedback from each of these meetings was shared with the Nominating & ESG Committee.

Transparent and Informed Governance Practices

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

 

 

 

9


Table of Contents

2024 | Nasdaq Proxy Statement | SHAREHOLDER ENGAGEMENT

 

 
  2023 by the Numbers
 
 

Broad Investor

Outreach

 

    13  

investor conferences

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

 

 

 

  
 

 

Depth of

Engagement

 

 

200+

 

unique institutional investment firms

 

 

 

Met with shareholders representing

60%

 

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

  
            

Meaningful Actions

Our continuous engagement and ongoing dialogue with the investment stewardship teams of our institutional investors, as well as our other shareholders, through various forums and formats throughout the year led to enhancements in our corporate governance, corporate strategy, human capital management, ESG initiatives, and disclosures. Our key responsive actions are highlighted below.

Corporate Strategy

 

 

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

 

 

 

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

 

Corporate Governance

 

 

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

 

 

 

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

 

Human Capital Management and ESG

 

 

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

 

 

 

Published our third TCFD report.

 

 

 

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

 

 

 

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

 

 

 

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

 

 

 

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

 

 

10


Table of Contents

2024 | Nasdaq Proxy Statement | SHAREHOLDER ENGAGEMENT

 

Shareholder Returns and Capital Deployment

 

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

 

 

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

 

 

 

 

11


Table of Contents

LOGO

Our Board


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Proposal 1:

Election of Directors

 

 

LOGO

 

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

as a director.

The business and affairs of Nasdaq are managed under the direction of our Board. Our directors have diverse backgrounds, attributes and experiences that provide valuable insights for the Board’s oversight of the Company.

Pursuant to our Amended and Restated Certificate of Incorporation and By-Laws and based on our governance needs, the Board determines the total number of directors. The Board is authorized to have 12 directors following our 2024 Annual Meeting.

Each of the 12 nominees identified in this Proxy Statement has been nominated by our Nominating & ESG Committee and Board for election to a one-year term expiring at our 2025 Annual Meeting of Shareholders. Each elected director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, disability, disqualification, removal or resignation. All nominees have consented to be named in this Proxy Statement and to serve on the Board, if elected.

In an uncontested election, our directors are elected by a majority of votes cast at any meeting for the election of directors at which a quorum is present. This election is an uncontested election, and therefore, each of the 12 nominees must receive the affirmative vote of a majority of the votes cast to be duly elected to the Board. Any shares not voted, including as a result of abstentions or broker non-votes, will not impact the vote.

Our Corporate Governance Guidelines require that, in an uncontested election, an incumbent director must submit an irrevocable resignation as a condition to his or her nomination for election. If an incumbent director fails to receive the requisite number of votes in an uncontested election, the irrevocable resignation becomes effective and such resignation will be considered by the Nominating & ESG Committee, which will recommend to the full Board whether or not to accept the resignation. The Board will act on the Nominating & ESG Committee’s recommendation and disclose publicly its decision-making process with respect to the resignation. Each of the incumbent directors has submitted an irrevocable resignation.

 

 

 

13


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Our 2024 Director Nominees1

 

LOGO  

Melissa M. Arnoldi, 51

Director Since: 2017 | Non-Industry; Public

 

EVP and Chief Customer Officer,

AT&T Consumer

 

Other Public Company Boards: 0

 

Committee Memberships:

Finance | Management Compensation

  LOGO  

Charlene T. Begley, 57

Director Since: 2014 | Non-Industry; Public

 

Retired SVP and CIO, General Electric Company

 

Other Public Company Boards: 2

 

Committee Memberships:

Audit & Risk | Nominating & ESG (Chair)

LOGO  

Adena T. Friedman, 54

Director Since: 2017 | Staff

 

Chair and CEO, Nasdaq

 

Other Public Company Boards: 0

 

Committee Memberships:

Finance

  LOGO  

Essa Kazim, 65

Director Since: 2008 | Non-Industry

 

Governor, Dubai International Financial Centre

 

Other Public Company Boards: 1

 

Committee Memberships: Finance

LOGO  

Thomas A. Kloet, 65

Director Since: 2015 | Non-Industry; Public

 

Retired CEO and Executive Director,

TMX Group Limited

 

Other Public Company Boards: 0

 

Committee Memberships:

Audit & Risk (Chair)

  LOGO  

Kathryn A. Koch, 43

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

 

President and CEO, The TCW Group, Inc.

 

Other Public Company Boards: 0

 

Committee Memberships:

N/A

LOGO  

Holden Spaht, 49

Director Since: 2023 | Non-Industry

 

Managing Partner, Thoma Bravo

 

Other Public Company Boards: 1

 

Committee Memberships:

Finance

  LOGO  

Michael R. Splinter, 73

Lead Independent Director

Director Since: 2008 | Non-Industry; Public

 

Retired Chairman and CEO, Applied Materials, Inc.

 

Other Public Company Boards: 3

 

Committee Memberships:

Management Compensation |

Nominating & ESG

LOGO  

Johan Torgeby, 49

Director Since: 2022 | Non-Industry

 

President and CEO, Skandinaviska Enskilda Banken (SEB)

 

Other Public Company Boards: 1

 

Committee Memberships:

Finance (Chair)

  LOGO  

Toni Townes-Whitley, 60

Director Since: 2021 | Non-Industry; Issuer

 

CEO, Science Applications International Corp. (SAIC)

 

Other Public Company Boards: 1

 

Committee Memberships:

Audit & Risk | Management Compensation

LOGO  

Jeffery W. Yabuki, 64

Director Since: 2023 | Non-Industry; Public

 

Chairman and CEO, InvestCloud

 

Chairman and Founding Partner, Motive Partners

 

Other Public Company Boards: 2

 

Committee Memberships:

Management Compensation |

Nominating & ESG

  LOGO  

Alfred W. Zollar, 69

Director Since: 2019 | Non-Industry; Public

 

Executive Advisor, Siris Capital Group, LLC

 

Other Public Company Boards: 2

 

Committee Memberships:

Audit & Risk | Nominating & ESG

 

1

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

 

 

 

14


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Board Composition

Our director nominees represent a wide range of diverse backgrounds, experiences, leadership, and skills that together embody the knowledge relevant to Nasdaq’s strategic long-term vision and global operations.

Director Nominee Highlights

 

42%

 

33%

 

92%

5 out of 12

 

4 out of 12 are Racially/

 

11 out of 12 are

are women

 

Ethnically Diverse

 

Independent

     

LOGO

 

LOGO

 

LOGO

 

 

LOGO

 

15


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Director Identification and Evaluation

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

 

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

 

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

 

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

 

  the requirements in our By-Laws;

 

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

 

  a client experience orientation;

 

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

 

  a general understanding of Nasdaq’s business and technology.

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

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

 

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

 

  an appreciation for shareholder feedback;

 

  high regard for personal and professional ethics;

 

  a proven record of success;

 

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

 

  sound business judgment;

 

  a strategic vision and leadership experience;

 

  knowledge of the financial services and technology industries;

 

  sufficient time to devote to Board service; and

 

  an appreciation of multiple cultures and perspectives.

 

 

 

16


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

 

Skills and Expertise Matrix

The following matrix highlights the mix of key skills and expertise, that among other factors, led the Board and the Nominating & ESG Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director nominee. The absence of a mark does not mean that a particular director does not possess that qualification or skill.

 

LOGO

 

 

17


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Director Orientation and Continuing Education

Our director orientation program familiarizes new directors with our businesses, strategies, and policies. The program consists of two main components: (i) written materials detailing information about Nasdaq, such as Nasdaq’s governance documents and most recent public disclosures, and (ii) a series of meetings with Nasdaq’s business divisions and expert teams, providing experiences to directly engage with our Management Committee. Newly elected directors also are matched with a longer-tenured director who can be a resource for Board-related questions. We provide further orientation to directors when they are rotating onto a new Committee. The director orientation program is periodically reviewed by the Nominating & ESG Committee.

Ongoing director education is essential for the Board to be a strategic asset for the Company. Our directors are encouraged to participate in, and are reimbursed for, continuing education programs at external organizations and universities to enhance the skills and knowledge used to perform their duties on the Board and relevant Committees. Attendance at these programs provides directors with additional insight into our business and industry and gives them valuable perspective on the performance of our Company, the Board, our Chair and CEO, and members of senior management.

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

Board Assessment Process

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

Results and Implemented Changes

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

 

  determine the skills and experience desired for future Board nominees;

 

  facilitate the Board refreshment process;

 

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

 

  strengthen the relationship between the Board and management;

 

  enhance governance processes and Board meeting agendas; and

 

  identify opportunities for director education.

Feedback Incorporated

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

 

added new directors with expertise in technology, fintech, financial crime, and capital markets;

 

included specifically requested topics on Board agendas;

 

implemented new in-house director education program;

 

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

 

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

 

 

 

18


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

 

19


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Board Refreshment and Nominations

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

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

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

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

Director Nominees by Shareholders

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

 

 

 

20


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Director Recruitment Process

 

LOGO  

Board composition is regularly analyzed to ensure alignment with strategy.

LOGO  

Nominating & ESG Committee develops a list of desired skills, expertise, and attributes for the next director nominee, considering the Company’s strategic evolution, the results of the annual Board assessment, anticipated director turnover, and other factors.

LOGO  

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

LOGO  

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

LOGO  

Board of Directors has the opportunity to interview recommended candidates and approves nominees.

LOGO  

Shareholders vote on nominees at Nasdaq’s Annual Meeting.

LOGO  

Implementation: Six new directors have been nominated to serve on our Board over the last five years—each bringing a fresh perspective, varied background, and unique skill set.

 

LOGO

 

21


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

 

LOGO

 

Melissa M. Arnoldi

 

EVP and Chief Customer Officer,

AT&T Consumer

 

Age: 51

 

Director Since: 2017

 

Independent

 

United States

 

Committee Membership

 

  Finance

 

  Management Compensation

Director Nominees

Career Highlights

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

Impact on Board

 

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

 

  Broad expertise in providing a superior customer experience

 

  Strategic thinker with global business and operational capabilities

Select Professional and Community Contributions

 

  Former Director of Sky Mexico

 

  Former Director of the Girl Scouts of Northeast Texas

 

  Former Member of the National Action Council for Minorities in Engineering

 

 

 

22


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Charlene T. Begley

 

Retired SVP and CIO, General

Electric Company

 

Age: 57

 

Director Since: 2014

 

Independent

 

United States

 

Committee Membership

 

  Audit & Risk

 

  Nominating & ESG (Chair)

Career Highlights

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

Impact on Board

 

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

 

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

 

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

Current Public Company Boards

 

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

 

  SentinelOne, Inc.: Audit Committee (Chair)

Other Public Company Boards in the Past Five Years

 

  Red Hat, Inc.

 

 

 

23


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Adena T. Friedman

 

Chair and CEO, Nasdaq

 

Age: 54

 

Director Since: 2017

 

United States

 

Committee Membership

 

  Finance

Career Highlights

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

Impact on Board

 

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

 

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

 

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

Select Professional and Community Contributions

 

  Member of the Vanderbilt University Board of Trust

 

  Director of the Federal Reserve Bank of New York

 

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

 

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

 

 

 

24


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Essa Kazim

 

Governor, Dubai International

Financial Centre

 

Age: 65

 

Director Since: 2008

 

Independent

 

United Arab Emirates

 

Committee Membership

 

  Finance

Career Highlights

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

Impact on Board

 

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

 

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

 

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

Select Professional and Community Contributions

 

  Deputy Chairman of the Supreme Legislation Committee in Dubai

 

  Member of the Securities and Exchange Higher Committee

 

  Member of the Dubai Supreme Fiscal Committee

 

  Board Member of the Dubai Free Zones Council

Current Public Company Boards

 

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

 

 

 

25


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Thomas A. Kloet

 

Retired CEO and Executive

Director, TMX Group Limited

 

Age: 65

 

Director Since: 2015

 

Independent

 

United States

 

Committee Membership

 

  Audit & Risk (Chair)

Career Highlights

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

Impact on Board

 

  Leadership of complex regulated businesses in the financial services industry

 

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

 

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

Select Professional and Community Contributions

 

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

 

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

 

  Member of the FIA Hall of Fame

 

 

 

26


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Kathryn A. Koch

 

President and CEO, The TCW

Group, Inc.

 

Age: 43

 

Director Since: N/A

 

Independent

 

United States

 

Committee Membership

 

  N/A

Career Highlights

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

Impact on Board

 

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

 

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

 

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

 

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

Select Professional and Community Contributions

 

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

 

  Director of The Toigo Foundation

 

  Member of the Spence School’s Board of Trustees

 

  Member of the Advisory Board for TIFF Investment Management

 

 

 

27


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Holden Spaht

 

Managing Partner, Thoma Bravo

 

Age: 49

 

Director Since: 2023

 

Independent

 

United States

 

Committee Membership

 

  Finance

Career Highlights

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

Impact on Board

 

  Vast business and director experience at technology and software companies

 

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

 

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

Select Professional and Community Contributions

 

  President and Chair of the Spaht Family Foundation

 

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

Current Public Company Boards

 

  Instructure Holdings, Inc.: Compensation and Nominating Committee

 

 

 

28


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Michael R. Splinter

 

Lead Independent Director,

Nasdaq

 

Retired Chairman and CEO,

Applied Materials, Inc.

 

Age: 73

 

Director Since: 2008

 

Independent

 

United States

 

Committee Membership

 

  Management Compensation

 

  Nominating & ESG

Career Highlights

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

Impact on Board

 

  Leadership of a complex global technology business

 

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

 

  Management development, compensation, and succession planning experience

Select Professional and Community Contributions

 

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

 

  Member of the National Academy of Engineers

 

  Splinter Scholarships for Diversity in Engineering at University of Wisconsin

Current Public Company Boards

 

  Gogoro Inc.: Compensation Committee (Chair)

 

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

 

  Tigo Energy, Inc.: Compensation Committee (Chair)

Other Public Company Boards in the Past Five Years

 

  Meyer Burger Technology Ltd.

 

 

 

29


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Johan Torgeby

 

President and CEO,

Skandinaviska Enskilda Banken

(SEB)

 

Age: 49

 

Director Since: 2022

 

Independent

 

Sweden

 

Committee Membership

 

  Finance (Chair)

Career Highlights

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

Impact on Board

 

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

 

  Extensive background in capital markets at a Nasdaq-listed company

 

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

Select Professional and Community Contributions

 

  Director of the Swedish Bankers Association

 

  Director of the Institute of International Finance

 

  Director of Mentor Sweden

 

  Director of IIEB (Institut International d’Études Bancaires)

Current Public Company Boards

 

  Skandinaviska Enskilda Banken

 

 

 

30


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Toni Townes-Whitley

 

CEO, Science Applications

International Corp. (SAIC)

 

Age: 60

 

Director Since: 2021

 

Independent

 

United States

 

Committee Membership

 

  Audit & Risk

 

  Management Compensation

Career Highlights

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

Impact on Board

 

  Extensive background in the technology industry and with driving digital transformations

 

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

 

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

Select Professional and Community Contributions

 

  Director of the Thurgood Marshall College Fund

 

  Director, Catalyst Organization

 

  Advisory Board Member for the Princeton University Faith & Work Initiative

 

  Former Trustee of Johns Hopkins Medicine

Current Public Company Boards

 

  SAIC

Other Public Company Boards in the Past Five Years

 

  Empowerment & Inclusion Capital I Corp.

 

  Marathon Petroleum Corporation

 

  The PNC Financial Services Group, Inc.

 

 

 

31


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Jeffery W. Yabuki

 

Chairman and CEO, InvestCloud

 

Chairman and Founding Partner,

Motive Partners

 

Age: 64

 

Director Since: 2023

 

Independent

 

United States

 

Committee Membership

 

  Management Compensation

 

  Nominating & ESG

Career Highlights

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

Impact on Board

 

  Significant leadership experience of a highly complex global financial services company

 

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

 

  Extensive service on the boards of several large public companies

Select Professional and Community Contributions

 

  Founder of The Yabuki Family Foundation

 

  Chair of the Milwaukee Art Museum Board of Trustees

 

  Trustee at the Los Angeles County Museum of Art

 

  Director of Project Healthy Minds

 

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

Current Public Company Boards

 

  Royal Bank of Canada: Human Resources Committee, Risk Committee

 

  Sportradar Group AG (Board Chair)

Other Public Company Boards in the Past Five Years

 

  Fiserv, Inc.

 

  SentinelOne, Inc.

 

 

 

32


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

LOGO

Alfred W. Zollar

 

Executive Advisor, Siris Capital

Group, LLC

 

Age: 69

 

Director Since: 2019

 

Independent

 

United States

 

Committee Membership

 

  Audit & Risk

 

  Nominating & ESG

Career Highlights

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

Impact on Board

 

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

 

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

 

  Extensive service on the boards of several large public companies

Select Professional and Community Contributions

 

  Director of EL Education

 

  Director of the Eagle Academy Foundation

 

  Trustee of the UC San Diego Foundation

 

  Lifetime Member of the National Society of Black Engineers

 

  Member of the Executive Leadership Council

Current Public Company Boards

 

  International Business Machines Corporation: Directors and Corporate Governance Committee

 

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

Other Public Company Boards in the Past Five Years

 

  Public Service Enterprise Group Incorporated

 

  Red Hat, Inc.

 

 

 

33


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

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:

 

  Oversees Nasdaq’s financial reporting process and reviews the financial statements and disclosures in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and quarterly earnings releases.

 

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

 

  Reviews the adequacy and effectiveness of Nasdaq’s internal control framework and Sarbanes-Oxley compliance program.

 

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

 

  Reviews and discusses with management Nasdaq’s compliance programs, Global Employee Ethics Program, and SpeakUp! Program (which includes the confidential whistleblower process).

 

  Reviews and discusses with management the Company’s Enterprise Risk Framework, including risk governance structure, risk assessment, and risk management practices and guidelines.

 

  Reviews and discusses with management the adequacy and effectiveness of Nasdaq’s privacy and technology controls, including the Company’s Information Security program, and approves the Information Security Charter and Information Security Policy.

 

  Oversees the Internal Audit function, including approval of the annual Internal Audit plan, review of the function’s effectiveness according to industry standards, and discussion of the adequacy of budget and staffing.

 

  Reviews the appointment, replacement, removal, and remuneration of the Chief Audit Executive.

 

  Reviews and recommends to the Board for approval the Company’s regular dividend payments.

 

  Reviews and discusses with management the Company’s crisis preparedness regarding varied scenarios including geopolitical matters and cybersecurity incidents.

LOGO

 

 

34


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

2023 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.

 

  Approved Nasdaq’s policy on the use of non-GAAP measures and reviewed non-GAAP disclosures.

 

  Received updates on third party risk management.

Risk Oversight Role:

 

  Receives regular updates on risk matters from Group Risk Management and other functions within Nasdaq.

 

  Approves Nasdaq’s Risk Appetite Statement and recommends to the Board for approval the Company’s ERM Policy.

 

  Receives periodic reports on risk tolerances that measure management’s compliance with the risk appetite.

 

  Reviews and discusses with management internal control and risk management frameworks designed to manage current organizational risks, including information security and emerging risks.

Independence:

 

  Each member of the Audit & Risk Committee is independent as defined in Rule 10A-3, adopted pursuant to the Sarbanes-Oxley Act of 2002, and in accordance with the listing rules of The Nasdaq Stock Market.

 

  The Board determined that Mr. Kloet and Ms. Begley are “audit committee financial experts” within the meaning of SEC regulations and each also meets the “financial sophistication” standard of The Nasdaq Stock Market.

 

  In addition to serving as the Chair of the Audit & Risk Committee, Mr. Kloet also serves as the Chair of the Boards of our U.S. exchange subsidiaries and their Regulatory Oversight Committees. We believe this enhances the Audit & Risk Committee’s oversight of our U.S. exchanges.
 

 

35


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Finance Committee

Key Objectives:

 

  Reviews and recommends, for approval by the Board, the capital plan of the Company, including the plan for repurchasing shares of the Company’s common stock 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:

 

  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, 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 an increase to our share repurchase program to an aggregate of $2 billion, enabling the Company to continue share repurchases, including repurchases in the future to offset dilution from the equity issued in connection with the Adenza acquisition.

 

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

 

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

 

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

 

  Received updates on Nasdaq’s investor relations program.

Risk Oversight Role:

 

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

LOGO

 

 

36


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Management Compensation Committee

Key Objectives:

 

  Establishes and annually reviews the executive compensation philosophy and strategy.

 

  Reviews and approves the executive compensation and benefit programs applicable to Nasdaq’s executive officers, including the base salary, incentive compensation, and equity awards. Any executive compensation program changes solely applicable to the Chair and CEO are submitted to the Board for final approval.

 

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

 

  Reviews and approves the target total compensation (base salary plus target bonus plus face value of long-term incentive opportunities) for non-executive officer new hires with target total compensation in excess of $3,000,000 and equity awards to non-executive officers valued in excess of $2,000,000.

 

  Evaluates the performance of the Chair and CEO, together with the Nominating & 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:

 

  Reviewed Nasdaq’s evolving rewards program, including with respect to compensation program design and at-risk percentage profile, in connection with Nasdaq’s ongoing transformation.

 

  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 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:

 

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

Independence:

 

  Each member of the Management Compensation Committee is independent and meets the additional eligibility requirements set forth in the listing rules of The Nasdaq Stock Market.

LOGO

 

 

37


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Nominating & ESG Committee

Key Objectives:

 

  Determines the skills and qualifications necessary for the Board, develops criteria for selecting potential directors, and manages the Board refreshment process.

 

  Identifies, reviews, evaluates, and nominates candidates for annual elections to the Board.

 

  Leads the annual assessment of effectiveness of the Board, Committees, and individual directors.

 

  Together with the Management Compensation Committee, leads the annual performance assessment of the Chair and CEO.

 

  Identifies and considers emerging corporate governance issues and trends.

 

  Reviews feedback from engagement sessions with investors and determines follow-up actions and plans.

 

  Reviews and recommends the Board and Committee membership and leadership structure.

 

  Reviews and recommends to the Nasdaq Board for election by the Board, candidates for election as officers of Nasdaq that qualify as Section 16 officers and as “principal officers,” as that term is defined in the Nasdaq By-Laws.

 

  Oversees 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 community involvement.

 

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

2023 Highlights:

 

  Focused on Nasdaq’s ongoing Board refreshment, including the identification, assessment, and recommendation of three new directors, Jeffery W. Yabuki, Holden Spaht, and Kathryn A. Koch.

 

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

 

  Received briefings on ESG topics, such as Nasdaq’s culture evolution, governance trends, priorities for public company boards, and Nasdaq’s Purpose Program.

 

  Monitored the achievement of Nasdaq’s corporate ESG goals.

 

  Received a climate-related director education briefing.

Risk Oversight Role:

 

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

 

  Monitors the independence of the Board.

Independence:

 

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

LOGO

 

 

38


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Director Compensation

Our Board compensation policy establishes the compensation of our non-employee directors. Every two years, the Management Compensation Committee reviews the director compensation policy, considers a competitive market analysis of director compensation data, and recommends changes, if any, to the policy to the Board for approval.

The director compensation policy most recently was amended in June 2023, primarily to increase the annual retainer for Board Members by $10,000 to a total of $85,000. The other compensatory amounts set forth in the Board compensation policy were not changed pursuant to the June 2023 plan amendment.

The following table reflects the compensation elements for non-employee directors for the current compensation year, which began immediately following the 2023 Annual Meeting of Shareholders and ends with the 2024 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 2023-

June 2024   

Annual Retainer for Board Members

   $85,000

Additional Annual Retainer for Lead Independent Director

   $75,000

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 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 appointed to the Board after the Annual 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


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

Stock Ownership Guidelines

Under our stock ownership guidelines, 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 considered in determining compliance with these stock ownership guidelines. Exceptions to this policy may be necessary or appropriate in individual situations, and the Chair of the Board may occasionally approve such exceptions. New directors must obtain the minimum ownership level four years after their initial election to the Board. All of the directors were in compliance with the guidelines as of December 31, 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 ending December 31, 2023.

 

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)

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

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

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, 2023 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)

These stock awards, which were awarded on June 21, 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 5,142 RSUs with a grant date fair value of $256,126. Mr. Splinter elected to receive his Lead Director retainer payment in equity so he received an additional 2,966 RSUs with a grant date fair value of $147,738. Directors Black, Kazim, Kloet, Yabuki, and Zollar elected to receive all of their annual retainers in equity, so they each received an additional 1,681 RSUs with a grant date fair value of $83,731. In addition, individual directors received the following amounts in equity, in lieu of cash, as payment for Committee service fees: Mr. Black (791 RSUs with a grant date fair value $39,400); H.E. Kazim (98 RSUs with a grant date fair value of $4,881); Mr. Kloet (791 RSUs with a grant date fair value of $39,400); Mr. Splinter (395 RSUs with a grant date fair value of $19,675); Mr. Yabuki (395 RSUs with a grant date fair value of $19,675); and Mr. Zollar (776 RSUs with a grant date fair value of $38,653). Mr. Zollar 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 $163,615. The grant date fair value of the equity awards reported in this footnote have been computed in accordance with FASB ASC Topic 718.

 

(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, 2023 are summarized in the following table. All unvested RSUs reported in the table are scheduled to vest on June 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.”

 

 

 

40


Table of Contents

2024 | Nasdaq Proxy Statement | OUR BOARD

 

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)

Fees Earned or Paid in Cash to Mr. Kloet include fees of $165,000 for his service as Chair of the Boards of our U.S. exchange subsidiaries and their Regulatory Oversight Committees. Fees earned for Board and Committee service to our exchange subsidiaries are paid only in cash. Mr. Kloet directed all of the cash fees to a 501(c)(3) charity for this reporting year.

 

(7)

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

 

(8)

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

 

 

 

41


Table of Contents

LOGO

 

Governance


Table of Contents

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.

 

Board Composition

and Processes

 

  Continuous Board refreshment emphasizing diverse thought and experience

 

  11 of 12 director nominees are independent

 

  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

 

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

 

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

 

  Commitment to continuous learning and director education

 

  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

 

  Shareholder communication process for communicating with our Board

 

 

 

43


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

Corporate Governance Framework

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

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

 

  our corporate strategy for long-term value creation;

 

  capital allocation;

 

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

 

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

 

  our corporate governance structures, principles, and practices;

 

  Board refreshment and executive succession planning;

 

  executive compensation;

 

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

 

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

Key Corporate Governance Documents

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

 

  Amended and Restated Certificate of Incorporation

 

  Board of Directors Duties & Obligations

 

  By-Laws

 

  Code of Conduct for the Board of Directors

 

  Committee Charters

 

  Corporate Governance Guidelines

 

  Procedures for Communicating with the Board of Directors

 

 

 

44


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

Board Leadership Structure

Nasdaq’s governance framework provides the Board with the flexibility to select the appropriate leadership structure for the Board. In making 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 shareholders.

The Board is led by a Chair, who is elected annually by the Board. The general duty of the 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 unanimously elected our CEO, Adena T. Friedman, as the Chair of the Board, and appointed Michael R. Splinter, the 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, public company governance expertise, and an extensive background in management development, compensation, and succession planning that the Board believes amplifies his role as Lead Independent Director. Each term of service in the Lead Independent Director position is one year.

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

 

Current Leadership

Structure

 

LOGO

 

 

45


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

Duties and Responsibilities

The duties and responsibilities of the Chair, CEO, and Lead Independent Director include, but are not limited to, the items described in the accompanying table below.

 

 

LOGO

   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

 

LOGO

  

Lead Independent Director

 

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

 

  Presides during Executive Sessions of the Board

 

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

 

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

 

  Briefs the Chair and CEO on issues discussed during Executive Sessions

 

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

 

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

  

 

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

 

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

 

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

 

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

 

 

 

46


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

Board Independence

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

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

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

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

None of the current 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 regularly without Company management present. As such, at each Board meeting, independent directors have the opportunity to meet in Executive Session. The Lead Independent Director of the Board is responsible for chairing the Executive Sessions of the Board and reporting to the Chair and CEO and Corporate Secretary on any actions taken during Executive Sessions. In 2023, the Board met eight times in Executive Session. Additionally, the Board and each Committee have 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, and in the listing rules of The Nasdaq Stock Market. Two members of the Audit & Risk Committee are “audit committee financial experts” within the meaning of SEC regulations and also meet the “financial sophistication” standard of The Nasdaq Stock Market.

 

 

 

47


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

Board Diversity

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

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

Board Diversity Matrix (As of April 26, 2024)

 

Total Number of Directors

   12
      Female           Male           Non-Binary           Did not
Disclose
Gender

Part I: Gender Identity

                                                           

Directors

     4                 8                 -                 -   

Part II: Demographic Background

                                                           

African American or Black

     1                 1                 -                 -   

Alaskan Native or Native American

     -                 -                 -                 -   

Asian

     -                 1                 -                 -   

Hispanic or Latinx

     -                 -                 -                 -   

Native Hawaiian or Pacific Islander

     -                 -                 -                 -   

White

     3                 6                 -                 -   

Two or More Races or Ethnicities

     -                 -                 -                 -   

LGBTQ+

     -                 -                 -                 -   

Did Not Disclose Demographic Background

     -                 -                 -                 -   

Service on Other Public Company Boards

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

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

Strategic Oversight

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

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

 

 

 

48


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

management team. During these reviews, the Board and management discuss emerging technological and macroeconomic trends and short and long-term plans and priorities for each of our 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 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 the competitive landscape, Nasdaq’s artificial intelligence and culture strategies, and the near-term strategic priorities for each business division.

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

 

   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 sustainability principles and practices throughout the enterprise. 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 a cross-functional group of Nasdaq senior executives. The Corporate ESG Steering Committee serves as the central coordinating body for our ESG strategy, and regularly reports that strategy to the Nominating & ESG Committee.

The Corporate ESG Strategy and Reporting team, which ultimately reports to the CFO, is responsible for execution of our sustainability strategy; communicating our performance, metrics, and ambitions through our annual Sustainability Report, TCFD Report, and related ESG 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 on cybersecurity and information security matters from our Chief Information Security Officer and his team. This regular reporting to the Audit & Risk Committee 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 security events during the period. The Audit & Risk Committee also reviews and discusses recent cyber incidents affecting our industry and the emerging threat landscape.

We periodically engage external advisors to perform an analysis of our information security procedures, which includes a review of program documentation and an overall maturity assessment of Nasdaq’s information security programs. These advisors provide recommendations to further enhance our procedures. The findings are then presented to the Audit & Risk 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.

 

 

 

49


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

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

Data Privacy

Data privacy is vital to our business and we are committed to the protection of the personal data that we process as part of our 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.

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 the 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: 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 while conducting our business operations, such as regulatory penalties, fines, forfeiture, and/or litigation.

 

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

Our management has day-to-day responsibility 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;” and establishing internal controls as well as guidance and standards to implement the ERM Policy. In the “three lines model of risk management,” the first line, consisting of the business units and expert teams (i.e., corporate

 

 

 

50


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

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

Our Global Risk Management Committee, which includes our Chair 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 committees that address specific risks, geographic areas, and/or subsidiaries. These risk management committees, which include representatives from business divisions and expert teams, monitor current and emerging risks within their purview to ensure an appropriate level of risk. Together, the various risk management 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.

 

   

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

 

 

   

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

 

 

   

The Business Continuity & 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.

 

LOGO

 

51


Table of Contents

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 among its most critical duties. The Board regularly receives updates on Nasdaq’s culture and people-related initiatives. In 2023, topics discussed included: an organizational health dashboard; our employee engagement survey results; our DEI initiatives; our talent development and well-being programs; our return-to-office and future-of-work initiatives; and culture implications of the Adenza acquisition.

Both formally on an annual basis and informally throughout the year in Executive Session, the Management Compensation Committee, the Board, and the Chair and CEO review the succession planning and leadership development program. This includes a short-term and long-term succession plan for developing, retaining, and replacing 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 addition, the Chair 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 become temporarily incapacitated or unable to act.

Finally, following our annual executive succession planning exercise with our Board, we witnessed a 3% increase in 2023, as compared to 2022, in the diversity of our senior executive succession candidates (considering gender, race, and LGBTQ+ status) 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 2023 fiscal year, and the Board met in Executive Session without management present during eight 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 to meticulously prepare for, join, and participate in all Board and applicable Committee meetings and each Annual Meeting.

Each of the incumbent directors who served for the full year of 2023 attended at least 88% of the meetings of the Board and those Committees on which the director served. In addition to participation at Board and Committee meetings, our directors frequently have individual meetings and other communications with our Chair and CEO, Lead Independent Director, and other members of the leadership team.

Directors are also encouraged to attend our Annual Meeting of Shareholders. All of the current members of the Board who were directors at the time of the Annual Meeting held on June 21, 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.

Our proxy access right 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 Meeting of Shareholders.

 

 

 

52


Table of Contents

2024 | Nasdaq Proxy Statement | GOVERNANCE

 

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

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

Public Policy Advocacy

As part of our duty to shareholders, employees, and the markets, Nasdaq actively participates in public policy debates in 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 regulators. 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 multiple associations around the globe that serve as important partners for our industry, clients, and employees including the World Federation of Exchanges, Federation of European Securities Exchanges, U.S. Securities Markets Coalition, Equity Markets Association, Partnership for New York City, Business 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


Table of Contents

LOGO

 

Corporate

Sustainability

 

54


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

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 commitment 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 positioned to lead the acceleration of excellence in sustainability both in respect of how we operate internally and by empowering our clients 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 support a net-zero future. We also intend to deepen our culture of diversity, equity, and 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 Footprint

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 operations. In 2023, we achieved three additional LEED Gold certifications, which increased our certifications to 16 and increased the percentage of our portfolio that is green certified to 59%.

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.

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 associated 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 our 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.

 

 

 

55


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

LOGO

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.

 

56


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

 

LOGO

 

57


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

Serving as a Thought Leader

Nasdaq actively seeks to be a thought leader for the capital markets, investors, our listed company clients, and the public. 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.

Through our Green Voices of Nasdaq campaign, investors and issuers discuss methods of 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, and investment in, attracting, retaining, developing, and motivating our employees during 2023. We remain steadfast in bolstering our efforts to create a diverse and inclusive work environment of equal opportunity, where employees feel respected and valued for their contributions, and where Nasdaq and our employees have opportunities to make positive contributions to our local communities.

Talent Development

In 2023, we continued our efforts to attract and retain top talent. Nasdaq seeks to hire world-class and innovative talent across the globe. Our Talent Attraction Team focused on strategic marketing and branding to position Nasdaq as a leading employer of choice for talent in our industry, helping to increase our pool of top candidates for open positions.

We ran targeted attraction campaigns in our major markets using (with permission) local employee stories and photos, and partnered with diverse talent organizations, such as the 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 Chair and CEO and other senior and mid-career leaders, to engage managers in sustained 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

 

 

58


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

We have invested in professional development for our employees, including offering access to a wide array of professional development programs; providing tuition assistance to employees enrolled in degree-granting academic programs; holding internal career fairs and career development programs; connecting employees to our formal mentoring programs; and providing one-on-one professional coaching opportunities.

Culture of Inclusion

At Nasdaq, three pillars guide our DEI efforts: Workforce, Workplace, and Marketplace. Our actions and initiatives under each of these pillars are described below.

 

LOGO

 

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 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.

LOGO

 

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),

 

 

 

59


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

  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.

LOGO

 

Marketplace

Influencing our peers in the

capital market ecosystem

and investing in our local

communities

 

 

During 2023, we built on our momentum from 2022 and furthered our efforts to increase diversity and inclusion in the 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.

Health, Safety, and Well-Being

We are committed to ensuring the safety and well-being of our employees and stakeholders, and complying with local government regulations in the areas in which we operate. Our NasdaqBlend hybrid work program allows employees flexible scheduling combined with in-person collaboration to foster greater levels of connectivity and an improved sense of community across Nasdaq. We offer a suite of benefits to support our employees, including caregiver support, back-up childcare, preventative care programs, and “flex days” (extra time off in addition to vacation) to allow our employees to focus on mental well-being.

Community Impact

Empowering communities worldwide is embedded in our culture and solidifies our unwavering commitment to advancing 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 2023 Impact Snapshot. Our philanthropic efforts are generally organized within three pillars: the Nasdaq Foundation, the Nasdaq Entrepreneurial Center, and Employee & Corporate Giving.

 

 

 

60


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

Nasdaq Foundation

Driven by Nasdaq’s Purpose to advance economic progress for all, the Nasdaq Foundation works with organizations that promote and support under-resourced communities by reimagining investor engagement and equipping communities with the financial 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 underrepresented communities.

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 New York City; and the Global Entrepreneur Network, in partnership with Hello Alice, for the Equitable Access Program aimed at enhancing credit access and financial education to underserved entrepreneurs facing credit challenges.

For more information, please see 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.

 

 

 

61


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

Policies, Procedures, & Controls

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

Risk Assessments

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

Outreach & Training

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

Monitoring, Audit, & Response

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

Whistleblower Program and Protections

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

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

 

 

 

62


Table of Contents

2024 | Nasdaq Proxy Statement | CORPORATE SUSTAINABILITY

 

Transparency in ESG Governance

Nasdaq’s ESG disclosures, policies, and practice statements, including our Sustainability Report and TCFD Report, are available online in the Nasdaq Corporate ESG Resource Center. Our 2023 Sustainability Report and 2023 TCFD Report will be issued later this year. None of the ESG reports referenced in this section are a part of, or incorporated by reference into, this Proxy Statement.

Recognition

Nasdaq is consistently ranked among the top global and industry leaders for ESG reporting and performance by ESG rating agencies including the following.

 

LOGO

Note: The MSCI, CDP, CSA, and EcoVadis ESG ratings are as of April 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’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.

 

63


Table of Contents

LOGO

 

Executive

Compensation


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

Proposal 2:

Approval of the Company’s Executive

Compensation on an Advisory Basis

 

LOGO  

The Board unanimously recommends that

shareholders vote FOR the approval of the

Company’s executive compensation on an

advisory basis.

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

We recommend that shareholders read the Compensation Discussion and Analysis 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 2023 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 2024 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 2024 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.

At the 2023 Annual Meeting, the Company’s shareholders voted for an annual advisory vote regarding the approval of executive compensation. Consistent with this preference, we plan to hold an advisory vote on our executive compensation at each annual meeting of shareholders until the next shareholder vote on Say on Pay frequency.

 

 

 

65


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, provides a summary of our executive compensation program and underlying compensation philosophy. While this CD&A primarily covers the compensation of our 2023 NEOs identified to the right, the principles underlying our compensation philosophy extend throughout the organization, support Nasdaq’s growth strategy, and are aligned to create long-term shareholder value.

Table of Contents

 

Executive Summary   

Business Performance Highlights

     67  

Compensation Program Highlights

     67  
Decision-Making Framework   

Compensation Philosophy Guiding Principles

     69  

Say on Pay Results

     70  

How We Determine Compensation

     70  

Role of Compensation Consultant

     70  

Competitive Positioning

     70  

Tally Sheets

     72  
What We Pay and Why   

Elements of Executive Compensation

     73  

Pay for Performance

     74  

Compensation Mix

     74  
2023 Compensation Decisions   

Base Salary

     74  

Annual Cash Incentive Compensation

     74  

Long-Term Incentive Compensation

     76  

NEO Compensation Summaries

     79  
Other Aspects of Our Executive Compensation Program   

General Equity Award Grant Practices

     92  

Benefits

     92  

Severance

     92  

Other

     93  
Risk Mitigation and Other Pay Practices   

Risk Assessment of Compensation Program

     93  

Stock Ownership Guidelines

     93  

Stock Holding Guidelines

     94  

Trading Controls and Hedging and Pledging Policies

     94  

Incentive Recoupment Policies

     94  

Tax and Accounting Implications of Executive Compensation

     95  

LOGO

 

 

66


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

Executive Summary

Compensation decisions made for 2023 reflected Nasdaq’s strong financial and operational performance as 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 Total Rewards Program are described below.

LOGO

Business Performance Highlights

Nasdaq completed multiple key strategic initiatives in 2023 while continuing to deliver strong results and create shareholder value. The results demonstrate the strength of our diversified business and our ability to deliver on our longer-term objectives.

 

   

We achieved record revenues in 2023 of $3.9 billion, an increase of 9% from 2022, or an increase of 5% organically excluding the impacts from Adenza and foreign exchange rates, as compared to 2022.

 

 

   

$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 free cash flow enabled us to continue to grow our quarterly dividend program, as we increased our dividend 10% to $0.22 per share during 2023 and recently announced another approximately 10% increase, to $0.24 per share, for 2024 and reiterated our commitment to continue to increase the quarterly dividend payment until 2027.

 

 

   

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

 

Additional 2023 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


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

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

In 2023, excluding Ms. Youngwood, 88% of our NEOs’ total direct compensation was performance-based, or “at-risk”, and 65% of our NEOs’ total direct compensation was equity-based compensation. Total direct compensation includes base salary, annual cash incentive awards, and equity awards.

 

  Annual incentives are based on achievement of rigorous performance goals.  

In 2023, payments of annual incentives reflected our achievement of performance goals relating to corporate net revenues and corporate operating income (on a run rate basis), in addition to accomplishment of strategic objectives, business unit financial results, and an ESG objective. The resulting payouts to NEOs ranged from 120% to 150% of targeted amounts.

 

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

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

 

  Our compensation program is grounded in best practices.  

Our best practices include strong stock ownership guidelines for directors and executives, no hedging or pledging of Nasdaq stock, a “clawback” policy regarding the recoupment of executive compensation, and no tax gross ups.

 

  Our executive compensation program does not encourage excessive risk-taking.  

The Audit & Risk and Management Compensation Committees closely monitor the risks associated with our executive compensation program and individual compensation decisions. We annually conduct a comprehensive risk assessment of our compensation program.

 

What We DO

  What We DON’T Do

LOGO

 

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

  LOGO   

Overweight non-performance-based long- term incentives

LOGO

 

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

  LOGO   

Pay tax gross-ups

LOGO

 

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)

  LOGO   

Permit re-pricing of underwater stock options without shareholder approval

LOGO

 

Conduct a comprehensive annual risk assessment of our compensation program

  LOGO   

Accrue or pay dividends on unearned or unvested equity awards

LOGO

 

Conduct an annual executive talent review and discussion on succession planning

  LOGO   

Allow hedging or pledging of Nasdaq stock

LOGO

 

Maintain robust stock ownership guidelines

  LOGO   

Provide ongoing defined benefit pension plans

LOGO

 

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

  LOGO   

Provide uncapped award opportunities

 

       
 

LOGO

 

68


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

Decision-Making Framework

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

Compensation Philosophy Guiding Principles

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. The guiding principles of our compensation philosophy are outlined below.

 

         

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.

 

 

 

69


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

Say on Pay Results

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

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

How We Determine Compensation

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

The factors considered include:

performance against annual strategic objectives;

defining and executing our strategy;

leadership; and

the financial performance of the Company.

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

With the support of People@Nasdaq, our Chair and CEO develops compensation recommendations for the NEOs and other executive officers and presents the recommendations to the Management Compensation Committee for review and consideration.

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

Role of Compensation Consultant

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

Competitive Positioning

To evaluate the external competitiveness of our executive compensation program, we compare certain program elements to similar elements used by peer companies. In setting 2023 compensation levels, the Management Compensation Committee used a comprehensive peer group consisting of an aggregate of 28 companies (comprised of 21 companies in our primary

 

       
 

LOGO

 

70


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

peer group and seven in our additional peer group) as the basis for a competitive market analysis of the compensation program for the Chair and CEO and other NEOs. The 2023 peer group was substantially similar to the 2022 peer group. We believe using and disclosing a peer group provides valuable input into compensation levels and program design.

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

Revenue size

Market capitalization size

Financial performance

Direct exchange competitors

Financial services companies

Technology companies

Companies with global complexity

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

Executive Compensation Peer Groups Organized by Industry Segment1

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

 

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

 

Moody’s Corporation

 

MSCI Inc.

 

S&P Global Inc.

 

TMX Group Limited

  

BGC Partners, Inc.

 

The Charles Schwab Corporation

  

IHS Markit Ltd.

 

Verisk Analytics, Inc.

 

 

 

71


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

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.

 

 

1.

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

 

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

While the peer group comparison is applied to ensure our executive compensation is competitive, we do not target executive compensation to a specific percentile of the compensation set by our peer group. Each executive officer is also evaluated individually based on skills, knowledge, performance, growth potential, and in the Management Compensation Committee’s business judgment, the value he or she brings to the organization and Nasdaq’s retention risk.

Tally Sheets

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

 

       
 

LOGO

 

72


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

What We Pay and Why

Elements of Executive Compensation

 

      Element    Description    Objectives
       
 FIXED    Base Salary    Fixed amount of compensation for service during the year   

Reward scope of responsibility,

experience, and individual performance

       

 

 AT-RISK

   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

  

 

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

 

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

   Provide market-competitive benefits to attract and retain top talent
       

 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

  

 

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

       
 OTHER    Limited Perquisites    Limited additional benefits provided to certain executives    Provide nominal additional assistance that allows executives to focus on their duties

 

 

 

73


Table of Contents

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 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 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 – 2023 Total Target Direct Compensation Mix

 

LOGO

2023 Compensation Decisions

The sections below provide an overview as to how the Management Compensation Committee and/or Board of Directors determined each NEO’s compensation for 2023. In setting 2023 target annual compensation opportunities for the NEOs, the Management Compensation Committee and/or Board reviewed historical market data for the Primary Peer Group, as provided by the Company’s compensation consultant, as described below. For specific compensation amounts for each NEO, see the “NEO Compensation Summaries” beginning on page 79.

Base Salary

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

Annual Cash Incentive Compensation

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

How We Set Performance Targets

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

 

       
 

LOGO

 

74


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

executive officers based on their areas of responsibility and input from each executive. The Management Compensation Committee reviews and considers our Chair and CEO’s recommendations and approves the goals for the coming year after identifying the objectives most critical to our future growth and most likely to hold executives accountable for the operations for which they are responsible. Based on these same factors, the Management Compensation Committee and Board determine and approve the performance goals for the Chair and CEO.

We commence our rigorous goal-setting process during the Board’s third quarter strategic off-site meeting. In the fourth quarter of each year, the Management Compensation Committee and Board review initial goals for the following year. At the beginning of the next year, the Management Compensation Committee and Board review and approve Company goals based on business criteria as well as target performance levels for target annual incentive cash awards. Targets are set based primarily on the Company’s Board-approved budget for the year. The performance goals are intended to be rigorous and are set at levels where the maximum payout for any NEO would be difficult to achieve and that are in excess of budget assumptions.

The Management Compensation Committee and/or the Board reviews the Company’s financial goals and the NEOs’ individual goals throughout the year and determines if any adjustments are warranted based on significant transactions or other extraordinary events.

For 2023, the Management Compensation Committee and Board selected financial and strategic metrics and targets that they believe incentivize our executives to achieve our strategic objectives and drive Nasdaq’s long-term financial performance.

The 2023 annual cash incentive awards were tied to results in the following areas:

 

 

 

Corporate Financial Objectives

    

 

 

Strategic Objectives

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

 

  net revenues, which measure the ability to drive revenue growth

    

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

 

 

Division/Business unit Financial Objectives

    

 

 

Diversity & Culture

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

    

  defined diversity and culture goals to help drive an inclusive culture across the 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 2023 had a minimum, target, and maximum performance level.

The scoring of each goal is based on actual goal achievement compared to the target. In 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 may adjust the bonus payment to any NEO, including by applying “positive discretion” to increase a payment amount or “negative discretion” to decrease a payment amount. For 2023, the Management Compensation Committee applied “positive discretion” to increase Mr. Griggs’ bonus payment, as further described on page 86.

Award Payouts

In February 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 2023 corporate objective and the percentage of target incentive opportunity yielded by such performance.

 

 

 

75


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

Corporate Objectives Performance vs. Goals

 

Corporate Objective

  

Threshold 

(0%
payout)

  

Target
(100%

Payout) 

  

Maximum 

(200%
Payout)

  

Nasdaq’s
Results for
2023 as

Measured for
Compensation 
Purposes

  

Payout
Percentage

of Target
Incentive
Award Amount 

Operating Income (Run Rate)1

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

Net Revenues2

   $3,445.9M    $3,679.8M    $3,771.8M    $3,689.8M    111%

 

1

Operating income (run rate) reflects our non-GAAP operating income adjusted to exclude: the impact of changes in foreign exchange rates; intra-year acquisitions; severance; investments in early-stage growth initiatives; and one-time revenues that were not included in the 2023 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

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

The Management Compensation Committee and/or the Board assessed each NEO’s achievement of the business unit financial objectives and strategic objectives in 2023, as set forth in the NEO Compensation Summaries beginning on page 79. Specific metrics for these goals are not disclosed for competitive reasons. However, 100% of our NEO goals were defined with quantifiable performance metrics and were approved by the Management Compensation Committee and/or the Board. No discretion was applied to any specific goal scoring for our NEOs.

Long-Term Incentive Compensation

PSUs

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

The PSUs granted in 2023 are subject to a three-year cumulative performance period beginning on January 1, 2023 and ending on December 31, 2025. The shares earned, if any, vest at the end of the performance period and upon the certification by the Management Compensation Committee and/or the Board that the performance metrics have been achieved. TSR results are measured at the beginning and end of the three-year performance period. Our relative performance ranking against each of the two peer groups at the end of the performance period will determine the number of vested PSUs. For each vested PSU, Nasdaq will issue one share of common stock to each NEO. The maximum payout will be 200% of the target number of PSUs granted if Nasdaq ranks at the 85th percentile or above of each of the groups. However, if our TSR is negative for the three-year performance period, regardless of TSR ranking, the payout will be capped at 100% of the target number of PSUs granted.

 

       
 

LOGO

 

76


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

Global Exchange Peer Companies Used for Three-Year PSUs1

 

LOGO

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

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

Amount of Shares a Grantee May Receive Based Upon Achievement

 

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 more relevant comparators for stock price performance.

 
 

 

77


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

RSUs

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

Award Determination

In setting Ms. Friedman’s 2023 equity award target, the Management Compensation Committee and Board focused on motivating performance with significant upside and downside based on relative performance. Historical awards and the retention value of Ms. Friedman’s outstanding equity were considered when determining the target amount of her award. Peer group data also was considered in establishing a market competitive award level.

Ms. Friedman recommended the specific equity award targets for each of the other NEOs, which varied among executives depending upon responsibilities and retention considerations. The Management Compensation Committee evaluated these recommendations and determined that the amount of each award reflected the individual’s contributions, was aligned with competitive market levels, and was appropriate for retention purposes.

Settlement of 2021 PSU Grants Based on Relative TSR

In February 2024, the Management Compensation Committee and/or the Board evaluated and approved the performance results for the PSUs granted to the NEOs in 2021. These PSUs were subject to a three-year cumulative performance period beginning on January 1, 2021 and ending on December 31, 2023, and performance was determined by comparing Nasdaq’s TSR to two groups of companies, each weighted 50%. One group consisted of all S&P 500 companies and the other group consisted of 13 peer companies. We measure our TSR performance relative to two different groups in order to align with the varied interests of our shareholders.

The following table sets forth the 2021 PSU performance measure results.

PSU Performance Measure Results

 

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%

 

       
 

LOGO

 

78


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

NEO Compensation Summaries

 

LOGO  

Adena T. Friedman

 

Chair and CEO

 

2023 Total Target Direct Compensation Mix

 

LOGO

 

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.

 

 

 

79


Table of Contents

2024 | Nasdaq Proxy Statement | EXECUTIVE COMPENSATION

 

      Type of Compensation     

2023 Annualized  
Amounts

(at Target)

        

2022 Annualized  
Amounts

(at Target)

Base Salary

     Fixed     $1,250,000         $1,250,000

Target Annual Cash Incentive Award

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

Target Equity Award

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

(Grant Date Face Value)

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

Total Target Compensation

           $18,000,000         $17,000,000

 

1.

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

2023 Performance Goals – Annual Cash Incentive Award

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

 

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%