MANAGEMENT COMPENSATION COMMITTEE CHARTER
The Nasdaq Management Compensation Committee ("the Committee") hereby amends and sets forth its powers and responsibilities to determine the development plans and compensation of senior management of Nasdaq.
Without limiting the generality of the foregoing, the Committee shall have the following powers and responsibilities:
- Review and approve the executive compensation philosophy and strategy. The Committee shall review its compensation philosophy at least annually to ensure that it supports the Company’s objectives and shareholders’ interests, and that executives are being rewarded in a manner that is consistent with the Company’s philosophy.
- Assess the results of the most recent proxy advisory vote on executive compensation.
Review annually all Company executive compensation and executive benefit programs and approve material changes for Section 16 officers of Nasdaq.
- Compensation and benefit programs include: base pay structure, annual incentives, long-term incentives, pension and retirement plans, deferred compensation, health & welfare benefits, change-in-control and severance compensation, perquisites, or any employment or other agreements relating to the foregoing.
- Review material changes to the Company’s retirement and healthcare plans.
- Any program changes applicable to the President and Chief Executive Officer and Chief Financial Officer will be referred to the Board for final approval.
Review and approve annually the corporate goals and objectives relevant to the compensation of the Company’s Section 16 officers.
- Forthe President and Chief Executive Officer and Chief Financial Officer these items will be referred to the Board for final approval.
- Evaluate the performance of the President and Chief Executive Officer, together with the Nominating & Governance Committee, in light of the performance objectives set by the Committee in connection with the other independent Directors, and recommend to the independent Directors of the Board the compensation to be paid tothe President and Chief Executive Officer.
Review and approve individual compensation recommendations for Section 16 officers, including (i) salary paid to the executive officer, (ii) the extent to which any performance-based annual incentives were earned, (iii) the annual incentive opportunity for executive officers for the next fiscal year, (iv) long-term incentive opportunities for executive officers for upcoming periods, and (v) any other matter relating to the compensation of executive officers that the Committee considers appropriate.
- No officer may be present during voting or deliberations on his or her compensation.
- For the President and Chief Executive Officer and Chief Financial Officer these items will be referred to the Board for final approval.
- Review and approve the individual compensation recommendations for non-Section 16 officers whose target total cash compensation (base salary plus target bonus) is in excess of $1,000,000.
- Administer in accordance with its terms the Nasdaq Equity Incentive Plan, the Nasdaq Employee Stock Purchase Plan and any similarly established equity plan or arrangement for the benefit of the staff. The Committee will review and approve equity awards for non-Section 16 officers in excess of $600,000. The Committee hereby delegates authority to the President and Chief Executive Officer and Chief Financial Officer of Nasdaq to approve all non-Section 16 officer (i) equity awards and (ii) accelerations of equity awards as part of an employee’s separation from service (including, without limitation, retirement, disability, death, and involuntary termination without cause), provided, in each case, that the value of such awards shall not exceed $600,000 and that such awards shall satisfy the parameters of the Nasdaq Equity Incentive Plan and applicable law, particularly with respect to the maximum number of shares that may be issued, the minimum consideration and the time frame for issuance. The Committee will review quarterly reports on the distribution of equity awards.
- Review at least annually the talent review and succession plan for development, retention, and replacement of Section 16 officers and selected executives of Nasdaq.
- Review annually the peer group(s) used for benchmarking performance and compensation levels, and the criteria for selection.
- Assess annually compensation policies and programs for executive officers and other employees to monitor risk management and risk-taking incentives, and determine at least annually whether any such policies or programs are reasonably likely to have a material adverse effect on the Company.
- Review annually the Director and Executive Stock Ownership Guidelines and review compliance there under.
Review and discuss with management Nasdaq’s Compensation Discussion and Analysis and related disclosures that the Securities and Exchange Commission (SEC) rules require be included in the proxy statement and included in, or incorporated by reference into, the annual report on the Form 10-K. Based on this
review and discussion, recommend to the Board of Directors whether the Compensation Discussion and Analysis should be included in Nasdaq’s annual report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C. Review and approve the Compensation Committee Report to be
included in the Nasdaq proxy statement for the annual stockholders’ meeting.
At least annually, review the service provided to the Committee by any compensation consultant to determine whether the provision of such services has given rise to an actual conflict of interest taking into account such factors as required by the Securities and Exchange Commission and applicable law and such
other factors as the Committee determines are relevant.
- Review and reassess the adequacy of its charter on an annual basis.
- Annually conduct self-evaluation of the Committee’s performance and report its findings to the Board of Directors.
- Review every two years, or when requested, and recommend compensation plans for Board and Committee members of Nasdaq.
- Discharge any additional responsibilities as may be specified from time to time by the Board.
The Committee shall consist of at least two members of the Board, each of whom meets the independence and other eligibility standards contained in the Listing Rules of The NASDAQ Stock Market. As provided for in Article IV. Section 4.13(f) of the Nasdaq By-Laws, the number of Non-Industry Directors on the Committee shall equal or exceed the number of Industry Directors on the Committee. The Board shall determine in its discretion whether each member of the Committee shall be a “Non-Employee Director” and an “Outside Director” within the meaning of Section 16 of the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986, as amended, respectively.
The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation
consultant, legal counsel or other adviser retained by the Committee. Nasdaq will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or other adviser retained by the Committee. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration the factors listed in Nasdaq Listing Rule
A Management Compensation Committee member shall hold office for a term of one year.
Steven D. Black was elected to NASDAQ OMX’s board of directors in December 2011. Since September 2012, Mr. Black has been the Co-CEO of Bregal investments, a private equity firm. He was the Vice Chairman of J.P. Morgan Chase & Co. from March 2010 through February 2011 and a member of the firm’s Operating and Executive committees. Prior to that position, Mr. Black was the Executive Chairman of J.P. Morgan Investment Bank from October 2009 through March 2010. Mr. Black served as a Co-Chief Executive Officer of J.P. Morgan Investment Bank from 2004 through 2009. Mr. Black was the Deputy Co- Chief Executive Officer of J.P. Morgan Investment Bank since 2003. He also served as head of J. P. Morgan Investment Bank’s Global Equities business since 2000 following a career with Citigroup and its predecessor firms.
Charlene T. Begley served in various capacities for the General Electric Company, a diversified infrastructure and financial services company, from 1988 through December 2013. Most recently, Ms. Begley served in a dual role as GE’s Senior Vice President and Chief Information Officer, as well as the President and Chief Executive Officer of GE’s Home and Business Solutions business from January 2010 through December 2013. Previously, Ms. Begley served as President and Chief Executive Officer of GE Enterprise Solutions from August 2007 through December 2009. Over her career at GE, Ms. Begley also served as President and Chief Executive Officer of GE Plastics and GE Transportation. She also led GE’s Corporate Audit staff and served as the Chief Financial Officer for GE Transportation and GE Plastics Europe and India. Ms. Begley is a director and member of the audit and nominating & governance committees of Red Hat and is a director of Hilton Worldwide Holdings, Inc.
Michael R. Splinter has served on the Nasdaq Board since 2008. He is currently a business and technology consultant. Chairman Splinter served as Executive Chairman of the Board of Applied Materials, a Nasdaq listed company, from 2009 to his retirement in 2015 and was CEO from 2003 to 2013. An engineer and technologist, Chairman Splinter is a 40-year veteran of the semiconductor industry. Prior to joining Applied Materials, he was an executive at Intel Corporation for 20 years. Chairman's Splinter was elected to the National Academy of Engineers in 2017.