DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 ☐

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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)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LOGO

TUESDAY, APRIL 23, 2019 8:30 A.M. (EDT) Nasdaq MarketSite Four Times Square New York, NY 10036 Notice of 2019 Annual Meeting of Stockholders and Proxy Statement


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LOGO

Our Mission We bring together ingenuity, integrity, and insights to deliver markets that accelerate economic progress and empower people to achieve their greatest ambitions. Our Vision Reimagining markets to realize the potential of tomorrow.


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Letter from our Board of Directors   

 

LOGO

 

 

M A R C H    1 2 ,    2 0 1 9

 

 

Dear Fellow Stockholders,

We would like to thank you for your support of Nasdaq. We approached 2018 with a dual focus: developing our core businesses organically and expanding in promising growth areas that align with our strategic objectives. Our long-term goal is to drive sustainable growth and value creation for you, our stockholders.

We recognize our role in society and remain committed to achieving our goal by executing efficiently, innovating for our clients, serving our communities, managing risks and pursuing excellence in every business segment to achieve long-term sustainable growth. We vigilantly guide Nasdaq by not only asking the “why” but also by governing the “how”; a successful visionary strategy depends on thoughtful execution.

As we reflect on 2018 and look forward, we believe Nasdaq is strategically positioned for future growth because of our investments in our technology, markets, alternative data and analytics businesses and our commitment to attracting, retaining and developing a workforce that is aligned with our strategic objectives.

 

LOGO

Business Priorities & Strategic Pivot

Nasdaq’s strategic repositioning, a key management initiative launched in 2017 with the Board’s full support, continued to move forward with a number of long-term investments. The company’s growth segments continue to maximize our capabilities in technology, alternative data and analytics through the integration of eVestment and the acquisitions of Quandl and Cinnober. Our long-term investments in the Nasdaq Financial Framework and SMARTS surveillance platform for the buy-side demonstrate our innovation and proactive responsiveness to client needs and industry best practices. We also took steps to optimize our portfolio through the successful sale of our Public Relations Solutions and Digital Media Services businesses, the divestiture of our minority stake in LCH Group Holdings Limited and the recently announced agreement to sell BWise to SAI Global.

Our 2018 financial results are a testament to the success of this repositioning, with $2,526 million in net revenues and strong organic growth. GAAP diluted EPS was $2.73, compared with $4.30 in 2017, while non-GAAP diluted EPS was $4.84, a 20% increase compared with the prior year.2

 

1 

Represents revenues less transaction-based expenses.

2 

Refer to Annex A for our reconciliations of U.S. GAAP to non-GAAP net income and diluted EPS.

 

 

2018 Net

Revenues1

 


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

LOGO

We committed to investing in profitable growth,

with a goal of 10% or greater ROIC.

 

Capital Allocation

A key area of focus for the Board and management in 2018 was capital deployment. We committed to investing in profitable growth, with a goal of 10% or greater ROIC. We raised our quarterly dividend from $0.38 in the first quarter of 2018 to $0.44 in the following three quarters of the year. We also focused on maintaining our investment grade status, with a program to deleverage to a mid-2X ratio. Finally, our commitment to returning capital to stockholders has resulted in Nasdaq buying back more than $1 billion of our shares since 2015, including $294 million in repurchases in 2018 funded by the proceeds received from the divestiture of our Public Relations Solutions and Digital Media Services businesses.

Our Commitment to Market Reform

Both management and the Board recognize that Nasdaq plays an important role within our society. Nasdaq’s blueprint to ensure the U.S. markets remain attractive gained significant momentum during the year. Known as ‘Revitalize,’ this campaign launched in 2017 and seeks to maintain healthy equity markets to ensure job growth, fuel the economy and create long-term wealth. As a result of our efforts, and with bipartisan support, the campaign has spurred discussions on the proxy process by the SEC, movement in Congress to enhance transparency in the proxy advisory industry and growing support among the business community to streamline the quarterly reporting obligations for small and medium growth-sized companies. More information is available at nasdaq.com/revitalize.

Our Focus on People Practices (Human Capital Management) & Workplace Culture

Nasdaq remains committed to its diverse and inclusive culture, which we believe is a core strength of our company, particularly as we focus not only on long-term outcomes, but how they are achieved. In 2018, we were pleased with management’s notable successes to attract and retain our talented workforce. We encouraged Nasdaq leadership to keenly focus on engaging our current workforce, empowering it to become actively involved in implementing our strategy and advancing our dynamic corporate culture. We also supported the expansion of Nasdaq’s highly-competitive intern program, partnering with many prestigious universities to attract new talent. As our business and the industry evolve, we continue to remain focused on creating a corporate culture that is agile, innovative and able to adapt to meet the needs of our customers.

Corporate Sustainability

ESG remains a major focus for Nasdaq, at both the Board and management levels, for our own company and our clients. The Nominating & Governance Committee of our Board expanded its responsibilities in 2019 to include oversight of environmental and social policies, practices, initiatives and reporting. We launched several new ESG products, including our ESG Data Portal and the ESG Pilot Program, aimed at supporting global markets in achieving better ESG reporting. During 2018, Nasdaq reinforced its own commitment to green office space with the Nasdaq MarketSite transitioning to 100% renewable energy sourcing. Nasdaq was also the only stock exchange operator on the prestigious Dow Jones Sustainability North America Index for a third consecutive year.

 


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Letter from our Board of Directors   

 

LOGO

 

 

“Our executives create our strategy and drive our corporate culture. The

 

 

Board challenges the strategy and ensures the alignment of the strategy and

 

corporate culture with a focus on long-term value creation.”

 

 

M I C H A E L    R .    S P L I N T E R

Chairman of the Board, Nasdaq

 

Enterprise Risk Management

As a Board, we focus on defensive as well as proactive initiatives, and Nasdaq’s cybersecurity and enterprise risk management disciplines are at the core of our work for clients and the markets we serve. We maintain a comprehensive information security program led by our Chief Information Security Officer, who has defined a multi-year cybersecurity strategic plan that incorporates guidance from the National Institute of Standards and Technology industry standard Framework for Improving Critical Infrastructure Cybersecurity. In addition, our Global Ethics and Compliance Program supports Nasdaq’s mission and business goals by reinforcing our ethical culture and managing compliance risk.

We continue to evolve and enhance our systems and programs to better deal with unpredictable occurrences in our business. In September 2018, a clearing member of Nasdaq Clearing’s commodities market defaulted. Under the oversight of the Audit Committee, Nasdaq Clearing quickly launched a review of Nasdaq Clearing´s risk management practices, conducted by a third-party firm, Oliver Wyman, and developed a plan to enhance the governance and operations of our clearinghouse throughout 2019. Nasdaq Clearing is already implementing many of these enhancements.

Board and Committee Composition

In our continued evaluation of our Board composition to ensure the Board is comprised of talented, skilled and ethical directors aligned with the long-term interests of stockholders, we are pleased to nominate Alfred W. Zollar, Executive Partner at Siris Capital Group, LLC and an experienced technologist and FinTech executive, to the Board. We also remain strongly committed to diversity on the Board.

A continued priority for the Board is to hear from you and engage with you, our stockholders. Please continue to share your views, opinions and suggestions with us by writing us at: AskBoard@nasdaq.com or Nasdaq Board of Directors c/o Joan Conley, SVP and Corporate Secretary, 805 King Farm Blvd., Rockville, MD 20850. We would like to thank you for your trust in Nasdaq. Our Board is committed to driving value on your behalf through our steadfast support of Nasdaq’s corporate strategy and our management team’s purposeful execution of our strategy in alignment with our mission and values.

 

 

 

The Board of Directors of Nasdaq, Inc.

 

Melissa M. Arnoldi   Steven D. Black   Essa Kazim   John D. Rainey   Jacob Wallenberg
Charlene T. Begley   Adena T. Friedman   Thomas A. Kloet   Michael R. Splinter   Lars R. Wedenborn


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

LOGO

M A R C H    1 2 ,    2 0 1 9

 

 

Dear Stockholders,

As I look back on 2018, my second year serving as President and CEO of Nasdaq, I reflect on a year marked by the new strategic direction for our company. I am proud to say that we made substantial progress toward the ambitious and far-reaching objectives that we established at the end of 2017. The steps we took to put our strategy into action reaffirm our commitment to growth by realigning with our clients’ needs, establishing Nasdaq as an innovative analytics and technology leader, deploying our “Markets Everywhere” technology efforts and enhancing our competitive position across our foundational businesses.

Of course, preparing for the future requires being nimble and adaptable to change – and 2018 was undoubtedly a year of significant change and disruption for the global capital markets. These changes stemmed from a variety of technological, market-driven and regulatory issues. However, we were able to react accordingly and stay focused on the long-term goals that we set for ourselves.

Rewrite Tomorrow

2018 was a critical year for Nasdaq as we progressed on our path to maximize our opportunities as a technology and analytics provider while we sustained and grew our core marketplace businesses. We delivered net revenues of $2.5 billion and solid full-year organic revenue growth of 8% across our businesses, a substantial increase from recent years. This was driven by our non-trading business segments each contributing at or above their recently-raised medium-term growth outlook ranges, while our core Market Services business delivered its best performance in seven years and our index franchise set new records both in terms of revenues and licensed AUMs.

We also are successfully reallocating resources to Nasdaq’s growth areas, investing over $1 billion into our Market Technology and Information Services businesses through a mix of acquisitions and R&D initiatives to maximize our capabilities in emerging technology, data and analytics. The completion of our acquisitions of data and analytics platforms eVestment and Quandl, as well as Cinnober, an exchange and clearing technology provider, will allow us to stay on the forefront of the technologies that are critical to our clients’ success.

With our capital allocation priorities, we remain committed to returning capital as earnings and free cash flow grow. In 2018, we delivered $674 million back to our stockholders through stock repurchases and dividends, while also raising our quarterly dividend per share by 16%.

 


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Letter from Our President and CEO   

 

LOGO

 

 

“We are focused on creating sustainable value with emphasis on

 

 

organic revenue growth across our businesses while maintaining

 

 

healthy expense discipline, with the goal to drive a strong return

 

 

on invested capital and double digit total stockholder return.”

 

 

 

 

A D E N A    T.    F R I E D M A N

 

President & CEO, Nasdaq

 

A central component to our business strategy is a broad understanding that we are
operating in a fast-moving and dynamic environment driven by rapid technological
change and shifting client demands. The investments we made in the Nasdaq Financial
Framework, our next generation market technology platform, are of particular
importance. The Nasdaq Financial Framework infrastructure can be delivered for the
first time as a hosted solution, unlocking new growth opportunities and enabling
material operating efficiencies.

 

While this investment initiative is long-term in nature, the client response has been
encouraging, and we were incredibly excited to announce our partnership with NSE,
the largest exchange in India and one of the largest exchanges in the world by volume.
NSE agreed to replace its clearing and settlement systems with architecture using the
Nasdaq Financial Framework to allow clearing and settlement of all asset classes in
one system. In April, Gemini, the digital asset exchange and custodian, announced it
will leverage our SMARTS market surveillance technology to monitor its marketplace
and surveil activity across the Gemini auction process that is used to determine the
settlement price for certain Bitcoin futures. In total, our Market Technology segment
signed 12 new market infrastructure operator clients and 20 new buy- and sell-side
clients for our surveillance solutions in 2018, nearly double the number of clients signed
in 2017.

 

We have also started to evolve how the Nasdaq Financial Framework can benefit
enterprises outside of traditional financial markets, such as those in the advertising,
insurance and gaming and wagering industries. While this “markets everywhere”
opportunity is still in the early stages, we are seeing encouraging progress with notable
partnerships in Hong Kong and Stockholm and look forward to sharing exciting updates
later in the year.

 

Finally, we optimized our portfolio through the successful sale of our Public Relations
Solutions and Digital Media Services businesses to West Corporation in mid-2018 and
the recently announced agreement to sell BWise to SAI Global. These divestitures
allow us to shift resources, people and capital to growth opportunity areas within the
company, while also maintaining investments in core businesses.

 

 

 

 

 


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

LOGO

In our sixth consecutive year as the market leader in the number of IPOs in the U.S., we led U.S. exchanges with a 72% win-rate, welcoming 186 IPOs, with new listings raising $27.7 billion.

 

72%

U.S. IPO win-rate

 

186

U.S. IPOs listed on

the Nasdaq Stock

Market in 2018

 

 

 

 

 

The Quality of the U.S. and European Capital Markets

 

2018 also was a notable year for new listings at Nasdaq – our sixth consecutive year as market leader
in the number of IPOs in the U.S. We led U.S. exchanges with a 72% win-rate, welcoming 186 IPOs,
with new listings raising $27.7 billion. However, despite favorable market conditions for the majority of
the year, there are still fewer publicly listed companies today than there were 25 years ago. We remain
committed to working toward many of the market overhaul objectives we laid out in our blueprint,
“The
Promise of Market Reform: Reigniting America’s Economic Engine,”
and there have been numerous
developments worthy of celebration.

 

In July, the U.S. House of Representatives passed JOBS Act 3.0 by a 406-4 bipartisan vote that
advances many aspects of our blueprint’s agenda. We saw the SEC affirm how important transparency
is to well-functioning markets, and we were proud to share some of our ‘Revitalize’ agenda through
participation in the agency’s roundtable on thinly-traded securities. Separately, we continue to be vocal
in support of improving the market structure for thinly-traded exchange traded products.

 

We remain committed to advocating for reforms that improve market structure and aim to ease
regulatory challenges our corporate clients are facing. In April 2018, we participated in an SEC
roundtable to discuss market structure for small and mid-cap securities, following which we submitted
an application for a rule change that would ease the pressures of fragmented trading, and we continue
to be engaged with policy makers and regulators on various issues pertinent to our clients. This
includes obtaining signatures from more than 300 listed companies to propose SEC oversight of proxy
advisors and supporting the SEC’s proposal to extend “test-the-waters” reform by allowing all issuers
to communicate with potential investors about a possible IPO or other registered securities offerings.

 


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Letter from Our President and CEO   

 

LOGO

 

 

In Europe, where our Nordic markets continue to attract new companies from across the region, we are working together with relevant stakeholders and industry organizations to ensure the implementation of the MiFID II legislation will not hinder the function, growth and development of European markets. While we support MiFID II’s goal of increasing investor protection, fairness and transparency, we continue to work with key policy makers to enhance the new rules to ensure that they accomplish their intended purpose. Additionally, as a result of new MiFID II requirements, we are working with our corporate clients to help them manage significant changes that are impacting research coverage and corporate access to both the buy-side and sell-side.

Environmental, Social and Governance

In addition to making strides this year toward the future of our business, we remain committed to ensuring the sustainability of our planet and the strength of the communities where we live and work. In 2018, ESG remained high on the radar of both our clients and Nasdaq – starting with a commitment from our Board and senior management, and extending throughout the entire organization and our operations.

Nasdaq was able to reach new milestones for its ESG offerings last year, which we view as critical to ensuring that we are both a leader of and a participant in an industry-wide effort to enhance voluntary ESG reporting guidelines. We launched new ESG-focused client solutions to achieve this goal, including our ESG Data Portal, a centralized distribution point that offers investors access to standardized ESG data from companies listed on our Nordic markets. We also continue to see strong client-adoption of our ESG Reporting Guide Pilot in the Nordic and Baltic regions.

We reinforced our commitment to green office space during the year by successfully transitioning the Nasdaq MarketSite to 100% renewable energy sourcing. Nasdaq was also the only stock exchange operator on the prestigious Dow Jones Sustainability North America Index for a third consecutive year – a testament to our success in integrating sustainable practices into our business.

To be the best organization possible, we have remained committed to one of our most important strengths: our diverse and inclusive corporate culture. We made further progress toward our goals last year through a refreshed values framework and programs that foster inclusion and celebrate the differences among all of our employees. These important measures help ensure that Nasdaq’s ethics and transparency standards are first-rate, allowing us to attract and retain the talented people we need to accomplish our strategic goals.

 

 

 

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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

LOGO

A L F R E D    W.    Z O L L A R

2019 Director Nominee

We continually look to ensure our leadership – including our Board of Directors – is comprised of fresh insights and new perspectives that represent the long-term interest of our stockholders, and we strive for diversity to advance our commitment to foster an inclusive and forward-thinking workplace. We were fortunate to welcome Jacob Wallenberg, Chairman of Investor AB, as our newest director in April 2018. We are pleased to have Alfred W. Zollar, Executive Partner of Siris Capital Group, LLC and former executive at IBM, stand for election to the Board at our Annual Meeting.

Looking Ahead

Nasdaq’s accomplishments in 2018, along with our commitment to maintaining our course for the future, provide me with immense pride and excitement for what’s to come. I am confident that we are taking the right actions now to succeed in a future of limitless innovation and growth opportunities – a future that isn’t far away.

During the next year, our efforts will focus on the following execution priorities. First, we aim to enhance our technology presence across capital markets and beyond, which we intend to measure principally through the implementation and client adoption of the Nasdaq Financial Framework. Second, we aim to drive better client interactions through our trade surveillance, data analytics and integrity solutions across our sell-side, buy-side and corporate clients, which we will measure through the client adoption of our innovative solutions. Third, we want to enhance our leadership position in the marketplaces in which we operate as we continue to innovate with new functionality and strong market share in our core marketplaces. And lastly, we want to build meaningfully on our high integrity, mission-driven culture, to multiply our opportunities to innovate and grow.

The years ahead for Nasdaq are bright, and our team is energized by the early results of our strategic direction to reimagine markets to realize the potential of tomorrow.

Adena T. Friedman

President and CEO

Nasdaq, Inc.

 


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Notice of 2019 Annual Meeting of Stockholders   

 

LOGO

 

 

 

Notice of Annual

Meeting of Stockholders

To the Stockholders of Nasdaq, Inc.

You are receiving this proxy statement because you were a stockholder at the close of business on the record date of February 25, 2019 and are entitled to vote at our Annual Meeting of Stockholders. Our Board of Directors is soliciting the accompanying proxy for use at the Annual Meeting. The Annual Meeting will be held to:

 

»

elect 11 directors for a one-year term;

 

»

approve the company’s executive compensation on an advisory basis;

 

»

ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;

 

»

consider a stockholder proposal described in the accompanying proxy statement, if properly presented at the meeting; and

 

»

transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting.

In accordance with rules of the SEC, instead of mailing printed copies of our proxy materials to each stockholder of record, we are furnishing the proxy materials for the 2019 Annual Meeting by providing access to these documents on the internet. A notice of internet availability of proxy materials is being mailed to our stockholders. We first mailed or delivered this notice on or about March 12, 2019. The notice of internet availability contains instructions for accessing and reviewing our proxy materials and submitting a proxy over the internet. Our proxy materials were made available at www.proxyvote.com on the date that we first mailed or delivered the notice of internet availability. The notice also will tell you how to request our proxy materials in printed form or by e-mail, at no charge. The notice contains a control number that you will need to submit a proxy to vote your shares.

If you plan to attend the meeting in New York, you will need to request an admission ticket in advance and present a valid form of photo identification and proof of ownership of our common stock as of the record date as detailed on page 124 of the proxy statement. Please arrive early at the meeting location to register and join the meeting.

By Order of the Board of Directors,

Adena T. Friedman

President and CEO

New York, New York

March 12, 2019

 

LOGO

 

    HOW TO VOTE
 

Your vote is important. You are eligible to vote if you were a stockholder of record at the close of business on February 25, 2019.

 

Please read the proxy statement with care and vote right away using any of the following methods and your control number.

 

 

LOGO

 

  

By Internet Using

Your Computer

www.proxyvote.com

Visit 24/7

 

LOGO

 

  

By Phone

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

 

LOGO

 

  

By Internet Using Your

Tablet or Smart Phone

Scan this QR code 24/7 to vote with your mobile device

 

LOGO

 

  

By Mail

Cast your ballot, sign your proxy card and return by postage-paid envelope

 

LOGO

  

Attend the

Annual Meeting

Vote in person

 

 

Join the live webcast of the meeting from our Investor Relations website:

http://ir.nasdaq.com/investors/annual-meeting

 

 


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

Acronyms and Certain Defined Terms

 

CEO

 

  

Chief Executive Officer

 

CFO

 

  

Chief Financial Officer

 

COBRA

 

  

Consolidated Omnibus Budget Reconciliation Act

 

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

 

Exchange Act

 

  

Securities Exchange Act of 1934, as amended

 

EVP

 

  

Executive Vice President

 

FASB ASC Topic 718

 

  

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

 

GAAP

 

  

Generally Accepted Accounting Principles

 

H.E.

 

  

His Excellency

 

IPO

 

  

Initial Public Offering

 

M&A

 

  

Mergers and Acquisitions

 

NEO

 

  

Named Executive Officer

 

PCAOB

 

  

Public Company Accounting Oversight Board

 

People@Nasdaq

 

  

Nasdaq’s Human Resources Department

 

PSU

 

  

Performance Share Unit

 

ROIC

 

  

Return on Invested Capital

 

RSU

 

  

Restricted Stock Unit

 

SEC

 

  

U.S. Securities and Exchange Commission

 

S&P 500

 

  

S&P 500 Stock Market Index

 

SVP

 

  

Senior Vice President

 

TSR

 

  

Total Stockholder Return

 


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Table of Contents   

 

LOGO

 

 

Table of Contents

 

Proxy Summary

  

Voting Matters and Board Recommendations

     13  
  

Performance Highlights

     14  
  

2018 - 2019 Board of Directors

     15  
  

Director Nominees

     16  
  

Our Board

     17  
  

Engaging with Our Stockholders

     18  
  

Annual Stockholder Outreach Cycle

     19  
  

Executive Compensation Highlights

     22  
  

Corporate Governance Highlights

     23  

Corporate Governance

  

Corporate Governance Framework

     25  

and Ethics

  

Stockholder Communication with Directors

     32  
  

Code of Ethics: Board and Employees

     32  
  

Governance and Ethics Documents

     33  

Enterprise-Wide

  

ESG Program and Policies

     35  

Approach to ESG

  

Environmental Initiatives

     36  
  

Social Initiatives

     38  
  

Focus on Entrepreneurship

     41  

Board of Directors

  

Proposal 1: Election of Directors

     44  
  

Board Committees

     55  
  

Director Compensation

     62  

Named Executive

  

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

     66  

Officer Compensation

  

Compensation Discussion and Analysis

     67  
  

Business Performance Highlights

     68  
  

Decision-Making Framework

     69  
  

What We Pay and Why: Elements of Executive Compensation

     75  
  

Risk Mitigation and Other Pay Practices

     87  
  

Management Compensation Committee Report

     90  
  

Management Compensation Committee Interlocks and Insider Participation

     90  
  

Executive Compensation Tables

     91  
  

2018 Summary Compensation Table

     91  
  

2018 Grants of Plan-Based Awards Table

     93  
  

2018 Outstanding Equity Awards at Fiscal Year-End Table

     94  
  

2018 Option Exercises and Stock Vested Table

     95  
  

Retirement Plans

     95  
  

2018 Pension Benefits Table

     96  
  

2018 Nonqualified Deferred Compensation Table

     96  
  

Employment Agreements

     97  
  

Potential Payments upon Termination or Change in Control

     98  
  

CEO Pay Ratio

     104  

Audit Committee Matters

  

Audit Committee Report

     107  
  

Annual Evaluation and 2019 Selection of Independent Auditors

     108  
  

Proposal 3: Ratification of the Appointment of Ernst  & Young LLP as Our Independent

  
  

Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019

     110  

Other Items

  

Proposal 4: Stockholder Proposal – Right to Act by Written Consent

     112  
  

Other Business

     115  
  

Section 16(a) Beneficial Ownership Reporting Compliance

     116  
  

Security Ownership of Certain Beneficial Owners and Management

     116  
  

Executive Officers

     119  
  

Certain Relationships and Related Transactions

     121  
  

Questions and Answers About Our Annual Meeting

     123  

Annex

  

Annex A: Non-GAAP Financial Measures

     130  


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Proxy Summary


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Proxy Summary   

 

LOGO

 

 

 

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider in voting your shares. You should carefully read the entire proxy statement, as well as our 2018 annual report on Form 10-K, before voting.

 

“Integrity is at the foundation of everything we do – it is a critical enabler

 

 

of our mission to build an enduring brand, serve our clients and attract top

 

 

talent. Everything that we do grows out of that fundamental commitment to

 

 

doing the right thing.”

 

 

A D E N A    T.    F R I E D M A N

President & CEO, Nasdaq

Voting Matters and Board Recommendations

 

  Nasdaq Board’s

Proposal

 

Recommendation

 

   
Proposal 1. Election of Directors (Page 44)  
 

The Board and the Nominating & Governance Committee believe that the 11 director nominees possess the skills, experience and diversity to advise management on the company’s strategy for long-term value creation, as well as to monitor performance and provide effective oversight of strategy execution and risk.

 

  FOR EACH NOMINEE
 
Proposal 2. Approval of the Company’s Executive Compensation on an Advisory Basis (Page 66)   FOR

The company seeks a non-binding advisory vote to approve the compensation of its NEOs as described in the Compensation Discussion and Analysis section beginning on page 67. The Board values stockholders’ opinions and the Management Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

 

 
Proposal 3. Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019 (Page 110)   FOR

The Board and Audit Committee believe that the retention of Ernst & Young LLP to serve as the company’s independent auditor for 2019 is in the best interests of the company and its stockholders.

 

 

Proposal 4. Stockholder Proposal – Right to Act by Written Consent (Page 112)

As in 2015, 2017 and 2018, the Board believes that the stockholder proposal to allow action by written consent is not in the best interests of Nasdaq and its stockholders and urges stockholders to reject the proposal as they have done at each of the past annual meetings in which it was presented.

 

  AGAINST


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

Performance Highlights

We delivered excellent results for stockholders in 2018 as we refined our strategic direction and continued to position ourselves as a financial technology leader.

 

 

 

 

LOGO

3-Year cumulative TSR,1 significantly outperforming

both the S&P 500 and Nasdaq Composite

 

 

 

LOGO

 

 

 

1 

In this proxy statement, TSR for a particular period of time is calculated by adding cumulative dividends to the ending stock price, and dividing this by the beginning stock price. A 30-day average is used to calculate the beginning and ending stock prices.

 

2 

Net revenues were $2,526 million in 2018, an increase of 5% compared to 2017, resulting from 8% organic growth, partially offset by a 3% reduction from the net impact of the divestiture and acquisition of businesses.


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Proxy Summary 15 2018 - 2019 Board of Directors Steven D. Black John D. Rainey
Thomas A. Kloet Lars R. Wedenborn
Essa Kazim
Melissa M. Arnoldi
Jacob Wallenberg
Adena T. Friedman
Michael R. Splinter
Charlene T. Begley


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

Director Nominees

 

  Name and

  Classification1

 

 

Age

 

 

Director
Since

 

 

Principal Occupation

 

 

 Independent  

 

 

 

Current Committee

Memberships

 

 

Other
Public

 Company 
Boards

 

 

 

AC

 

 

FC

 

 

MCC

 

 

 NGC 

 

 

  Melissa M. Arnoldi

  Non-Industry; Public

 

  46   2017  

CEO,

Vrio Corp.,

a subsidiary of AT&T Inc.

                  0

  Charlene T. Begley

  Non-Industry; Public

  52   2014  

 

Retired SVP & Chief Information Officer, General Electric Company

 

                2

 

  Steven D. Black

  Non-Industry; Public

 

  66   2011  

Co-CEO,

Bregal Investments

            Chair     1

 

  Adena T. Friedman

  Staff

 

  49   2017   President and CEO, Nasdaq, Inc.                     0

  Essa Kazim

  Non-Industry

  60   2008  

 

Governor,

Dubai International Financial Center; Chairman,

Borse Dubai and Dubai Financial Market

 

                  1

 

  Thomas A. Kloet

  Non-Industry; Public

 

  60   2015  

 

Retired CEO & Executive Director,

TMX Group Limited

 

    Chair             0

  John D. Rainey

  Non-Industry; Issuer

  48   2017  

 

CFO and EVP of Global Customer Operations, PayPal Holdings, Inc.

 

      Chair           0

 

  Michael R. Splinter2

  Non-Industry; Public

 

  68   2008  

 

Retired Chairman and CEO,

Applied Materials, Inc.

 

              Chair   2

 

  Jacob Wallenberg

  Non-Industry

 

  63   2018  

Chairman,

Investor AB

                  3

 

  Lars R. Wedenborn

  Non-Industry

 

  60   2008  

CEO,

FAM AB

                  1

 

  Alfred W. Zollar

  Non-Industry; Public

 

  64   N/A  

Executive Partner,

Siris Capital Group, LLC

                    2

 

  Number of Meetings Held in 2018

 

          9   3   4   5    

 

1 

In accordance with SEC requirements 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.

 

2 

Mr. Splinter is serving as Chairman of the Board from April 2018 through the 2019 Annual Meeting of Stockholders.

 

AC:

Audit Committee

 

FC:

Finance Committee

 

MCC:

Management Compensation Committee

 

NGC:

Nominating & Governance Committee


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Proxy Summary   

 

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Our Board1

 

LOGO

Director Qualifications

 

LOGO

 

CAPITAL

MARKETS

 

 

       CYBERSECURITY

 

 

        ENVIRONMENTAL
        & SOCIAL

 

 

      FINTECH

 

 

     M&A

 

 

        PUBLIC COMPANY        
         BOARD &        
        CORPORATE        
        GOVERNANCE         

 

 

RISK            
MANAGEMENT             

 

 

STRATEGIC              
VISION &              
LEADERSHIP              

 

LOGO    LOGO
Diverse Backgrounds    Director Tenure

73%

8 CURRENT & FORMER
CEOS OR CHAIRMEN

  

27%

3 CURRENT & FORMER
EXCHANGE OFFICIALS

  

 

LOGO

 

   2 YEARS OR LESS                                          5 YEARS OR LESS

 

27%

3 WOMEN

  

 

18%

2 ETHNICALLY DIVERSE

 

27%

3 BORN OUTSIDE

THE U.S.

  

 

36%

4 WORK OUTSIDE

THE U.S.

  

LOGO

 

   10 YEARS OR LESS

 

64%

  

If each director nominee is elected to the Board at the 2019 Annual Meeting of Stockholders, 64% of the Board will be diverse in terms of gender, ethnicity or nationality.

  

LOGO

 

Director Age

 

 46       57.8        68

LOGO

AVERAGE AGE

 

1 

Statistics in this chart are calculated with respect to the 11 Board nominees listed on the prior page.


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

We value our stockholders’ perspectives and maintain a robust stockholder engagement program.

 

Engaging with Our Stockholders

We value our stockholders’ perspectives and maintain a robust stockholder engagement program. During 2018, we conducted outreach to a cross-section of stockholders owning approximately 45% of our outstanding shares. In 2018, our key stockholder engagement activities included our 2018 Investor Day, 6 investor (non-deal) road shows in 6 countries, 17 investor conferences and our 2018 Annual Meeting of Stockholders.

We also held formal engagement sessions with the investment stewardship teams at holders of approximately 60% of our outstanding shares. In addition, we conducted quarterly outreach to the investment stewardship teams at many of our institutional holders.

Ongoing communication with our stockholders helps the Board and senior management gain useful feedback on a wide range of subjects and understand the issues that matter most to our stockholders. Nasdaq views accountability to stockholders as both a mark of good governance and a critical component of our success. Management regularly confers with investors and actively solicits feedback on a variety of topics including those listed below.

 

2018 Stockholder Meeting Highlights1

                                                                                                                                                                    

 

    88.5%    99.7%    99.6%

                STOCKHOLDER LEVEL

                  OF PARTICIPATION

 

  

STOCKHOLDERS WHO VOTED

IN SUPPORT OF PRESIDENT & CEO

 

  

STOCKHOLDERS WHO VOTED IN

SUPPORT OF CHAIRMAN OF THE BOARD

 

    99.2% - 99.9%    96.4%

                                     PERCENTAGE RANGE OF VOTES FOR OTHER

                                                           DIRECTOR NOMINEES

  

STOCKHOLDERS WHO VOTED IN SUPPORT

OF 2018 SAY ON PAY PROPOSAL

 

1 

These voting results exclude excess shares that were ineligible to vote as a result of the 5% voting limitation in the Company’s Amended and Restated Certificate of Incorporation.


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Proxy Summary   

 

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Annual Stockholder Outreach Cycle

 

Nasdaq believes that strong corporate governance should include regular, constructive year-round engagement with portfolio managers and investment stewardship teams. We actively listen to our institutional stockholders’ investment stewardship teams as part of our annual engagement cycle as described below.

    We actively listen to our institutional stockholders’ investment stewardship teams as part of our annual engagement cycle.  

 

LOGO

 

»  Active outreach with institutional holders to discuss important governance items to be considered at Annual Meeting

 

»  Publish annual communications to stockholders: annual report, proxy statement and 10-K

 

»  Conduct Annual Meeting

 

»  Post Annual Meeting results on Nasdaq website

 

»  Engage with investors through industry conferences, non-deal roadshows and meetings

 

»  Webcasts of most conference presentations are available to all investors, including individual investors

     

»  Review results and feedback from Annual Meeting with institutional holders

 

»  Share investor feedback with the entire Board

 

»  Active outreach with institutional holders to discuss vote and follow-up issues

 

»  Engage with investors through industry conferences, non-deal roadshows and meetings

 

»  Webcasts of most conference presentations are available to all investors, including individual investors

     

»  Conduct annual Board assessment of governance, including feedback of stockholders

 

»  Active outreach with institutional holders to identify focus and priorities for the coming year

 

»  Engage with investors through industry conferences, non-deal roadshows and meetings

 

»  Conduct annual perception study

 

»  Webcasts of most conference presentations are available to all investors, including individual investors

     

»  Active outreach with institutional holders to understand their priorities in the areas of corporate governance, executive compensation, ESG and other disclosures

 

»  Share investor feedback with the entire Board

 

»  Review governance best practices and trends, regulatory developments and our governance framework

 

»  Engage with investors through industry conferences, non-deal roadshows and meetings

 

»  Webcasts of most conference presentations are available to all investors, including individual investors


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

What We Heard/What We Did

 

    What We Heard

 

  

What We Did

 

 

LOGO

 

 

    

 

Nasdaq Corporate Strategy and Focus on Long-Term Value Creation

 

Strategic Pivot, Capital Allocation, Strategic Investments

  

»   At our Investor Day in March 2018, we communicated a clear framework for our strategic pivot and capital allocation priorities with clear metrics to measure success.

 

»   We advanced our strategic repositioning to maximize opportunities as a technology, markets and analytics provider with significant, strategic organic investments in the Nasdaq Financial Framework, SMARTS Data Discovery, Nasdaq Private Market and eVestment Private Markets, supplemented by the acquisitions of Cinnober and Quandl.

 

»   We divested the Public Relations Solutions and Digital Media Services businesses that were formerly a part of our Corporate Solutions business.

 

»   We increased the revenue growth targets for our non-transactional businesses and established a target ROIC rate of greater than or equal to 10% for organic and inorganic investments.

 

»   We increased the regular dividend by 16% to $0.44 per share consistent with our Board’s policy to provide stockholders with regular and growing dividends over the long term as earnings and cash flow grow.

 

»   Our share repurchase program continued with the primary objective of maintaining a stable share count, while also returning the after-tax proceeds from the divestiture to stockholders through share repurchases.

 

 

LOGO

 

 

 

Board Governance and Oversight

 

Board Composition, Refreshment,
Assessment, Training/Education

  

»   We continue to align our board composition with our strategic direction with the nomination of Alfred W. Zollar, an Executive Partner at Siris Capital Group, LLC and former executive at IBM, for election to the Board at the 2019 Annual Meeting.

 

»   Our Board conducted year-round planning for director succession and refreshment to ensure an appropriate mix of skills, experience, tenure and diversity.

 

»   We enhanced both our written and in-person board evaluations and self-assessments.

 

»   A majority of our independent directors attended continuing education and professional director development sessions throughout the year.

 

 

LOGO

 

    

 

Remuneration and Compensation

 

Alignment of Pay Policies
with Corporate Strategy

  

»   We reformulated our company values as actionable behavior statements, providing the ability to measure, recognize and reward employees who model these expectations.

 

»   The Management Compensation Committee of our Board reviewed and approved:

 

»   a new executive compensation peer group in alignment with our corporate strategy;

 

»   a total rewards philosophy and pay structure to ensure alignment with the corporate strategy in a challenging and competitive labor market; and

 

»   performance goals for incentive compensation that incent execution of corporate strategy.

 

 

LOGO

 

    

 

People Practices
(Human Capital Management)

 

Alignment of Culture with Corporate Strategy

  

»   We focused on the employee experience by increasing our capacity to listen to and learn from employees, including “listening tours” at a number of our offices, surveys of all new hires and a global employee engagement survey.

 

»   We developed new leadership expectations accompanied by a new training curriculum to enhance our leadership capabilities in driving our innovative and agile culture.

 

»   We expanded the global footprint of our Young Professionals Program, a comprehensive two- year professional development program for new college graduates, including a certificate in Digital Innovation from a prestigious university, in order to build a strong talent pipeline.

 

»   We expanded our commitment to diversity, equality and inclusion through the creation of five new internal employee affinity groups. We also provided formal training for senior leaders on diversity and inclusion topics, including micro-inequities.

 

»   We furthered our commitment to innovation through our Nasdaq Next program, which encourages employees to have a growth mindset.

 


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Proxy Summary   

 

LOGO

 

 

    What We Heard

 

     What We Did
       

 

 

   LOGO   

 

 

Environmental and Social Issues

 

Oversight, Assessment, Goals and Metrics

 

    

 

»

 

»

 

»

 

 

The Nominating & Governance Committee of our Board expanded its responsibilities to include oversight of environmental and social policies, practices, initiatives and reporting.

 

We identified key environmental and social areas of focus for Nasdaq through creation of an ESG Steering Committee.

 

We identified environmental and social goals and metrics for 2019.

 

          

 

»

 

 

The Board, through the Audit Committee, continued to set Nasdaq’s risk appetite – the boundaries in which Nasdaq’s management operates while achieving the corporate objectives. The risk governance structure monitors adherence to the risk appetite, and risk reporting provides management, risk committees and the Audit Committee with information to facilitate risk-informed decision-making.

 

         »  

The Audit Committee continued its robust oversight of our information/cybersecurity program and breach preparedness, and Nasdaq engaged an external auditor to review the program for maturity and improvement.

 

 

 

   LOGO   

 

 

Managing Global Enterprise Risk

 

Comprehensive Risk Oversight by the Audit Committee, Ethical Culture, SpeakUp! Program

     »  

We increased risk transparency and awareness by engaging employees at all levels of the organization through employee training, a risk incident capture program and risk assessments.

 

     »  

We strengthened our business continuity and disaster recovery management programs to minimize any negative impact to the organization in the event of a crisis.

 

     »  

Our President and CEO and other executive officers frequently communicated with employees about our culture of integrity.

 

     »  

Similar to prior years, we achieved 100% compliance by all active employees with our annual Code of Ethics certification requirement.

 

     »  

We reinforced the importance and accessibility of our SpeakUp! Program – an enterprise-wide program that provides associates multiple channels to seek ethics and compliance guidance, report suspected misconduct or identify concerns – with employees through broad communications, refreshed signage and manager-training materials.

 

         »  

We conducted enterprise-wide in-person trainings, team presentations and workshops to prepare our employees and business units for the implementation of the General Data Protection Regulation.

 

         »  

We enhanced our supply chain risk management program to address regulatory expectations and the risk associated with the use of third parties to support our operations. This includes both promoting ethics by our suppliers and monitoring them for risk.

 

       

 

 

   LOGO   

 

 

Stockholder Proposals

 

Right to Act by Written Consent

    

 

»

 

 

We engaged with our investors about the voting results from the 2018 Annual Meeting of Stockholders, including the results on the stockholder proposal on the right to act by written consent. Our conversations with investors are consistent with the voting results on this issue – while some view written consent as an important right, the majority of our stockholders did not express support for adopting it.

 


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

QUESTIONS AND

ANSWERS ABOUT OUR

ANNUAL MEETING

Beginning on page 123, you will find answers to frequently asked questions about proxy materials, voting, our Annual Meeting and company filings and reports. We also created an Annual Meeting Information page on our Investor Relations website, which allows our stockholders to easily access the company’s proxy materials, vote online, submit questions in advance of the 2019 Annual Meeting of Stockholders, access the webcast of the meeting and learn more about our company. Visit us at http://ir.nasdaq.com/investors/annual-meeting.

 

Executive Compensation

Highlights

Compensation decisions made for 2018 were aligned with Nasdaq’s strong financial and operational performance and reflected a continued emphasis on variable, at-risk compensation paid out over the long-term. Compensation decisions are intended to reinforce our focus on performance and sustained, profitable growth.

 

 

 

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

 

  

 

85% of our NEOs’ total target direct compensation was performance-based or “at risk” in 2018; 60% of our NEOs’ total target direct compensation was equity-based compensation. Total target direct compensation includes base salary, target annual cash incentive awards and target equity awards.

 

 

Annual incentives are based on achievement of rigorous performance goals.

 

  

 

In 2018, payouts of annual incentives reflected our achievement of performance goals relating to corporate net revenues and corporate operating income (run rate), in addition to accomplishment of strategic objectives and business unit financial results. The resulting payouts to NEOs ranged from 175%-189% of targeted amounts.

 

 

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

 

  

 

Our main long-term incentive program for NEOs consists entirely 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, 2016 through December 31, 2018, Nasdaq’s cumulative TSR was 54.9%, which was at the 76th percentile of S&P 500 companies and the 43rd percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 130% of target shares.

 

 

Our compensation program is grounded in best practices.

 

  

 

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

 

 

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

 

  

 

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

 


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Proxy Summary   

 

LOGO

 

 

 

Corporate Governance Highlights

We are committed to good corporate governance, as it promotes the long-term interests of stockholders, supports Board and management accountability and builds public trust in the company. The Corporate Governance section beginning on page 25 describes our governance framework, which includes the following highlights. Statistics about the Board of Directors in this chart are calculated with respect to the 11 nominees for election as the 2019 Annual Meeting.

Corporate Governance

 

LOGO


Table of Contents

LOGO

Corporate Governance and Ethics


Table of Contents
Corporate Governance and Ethics   

 

LOGO

 

 

 

 

Corporate Governance

and Ethics

Corporate Governance Framework

Our governance framework focuses on the interests of stockholders. It is designed to promote governance transparency and ensure our Board has the necessary authority to review and evaluate our business operations and make decisions that are independent of management and in the best interests of stockholders. Our goal is to align the interests of directors, management and stockholders 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 cybersecurity;

 

  »

our human capital management program and corporate culture initiatives;

 

  »

our corporate governance structures, principles and practices;

 

  »

succession planning;

 

  »

executive compensation;

 

  »

our environmental and social stewardship program and initiatives; and

 

  »

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

At each Board meeting, independent directors have the opportunity to meet in Executive Session without company management present.

Board’s Role in Long-Term Strategic Planning

The Board takes an active role with management to formulate and review Nasdaq’s long-term corporate strategy and capital allocation plan for long-term value creation. In 2017, with the full participation and support of the Board, Nasdaq undertook a comprehensive review of its existing strategic framework. As a result of the review, we reoriented our vision, mission and strategy to embrace our strengths and focus on businesses that respond to our clients’ and customers’ evolving needs.

In 2018, the Board continued to focus on our reoriented strategy with emphasis on client segment viewpoints and opportunities, our culture of innovation, specific business unit strategies, M&A and financial considerations. For further information on our corporate strategy, see “Item 1. Business–Growth Strategy” in our annual report on Form 10-K for the fiscal year ended December 31, 2018.

 

 

 

 

LOGO         

Our Business    

Segments    

 

LOGO

 


Table of Contents

 

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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

The Nominating & Governance Committee oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience, tenure and diversity that promotes and supports the company’s long-term strategy.

The Board and management routinely confer on our company’s execution of its long-term strategic plans, the status of key strategic initiatives and the principal strategic opportunities and risks facing Nasdaq. In addition, the Board periodically devotes meetings to conduct an in-depth long-term strategic review with our company’s senior management team. During these reviews, the Board and management discuss emerging technological and macroeconomic trends and short and long-term plans and priorities for each of our business units.

Additionally, the Board annually discusses and approves the company’s budget and capital allocation plan, which are linked to Nasdaq’s 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.

Board Refreshment

The Nominating & Governance Committee oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience, tenure and diversity that promotes and supports the company’s long-term strategy. In doing so, the Nominating & Governance 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.

In addition, the Board has nominated Alfred W. Zollar, who is an Executive Partner at Siris Capital Group, LLC and a former executive at IBM, for election to the Board at the 2019 Annual Meeting. Mr. Zollar is an experienced technologist and FinTech executive and has significant experience as a director of publicly traded companies.

Succession Planning for Nasdaq Leadership

The Board is committed to positioning Nasdaq for further growth through ongoing talent management, succession planning and the deepening of our leadership bench. In this regard, formally on an annual basis and informally throughout the year in Executive Session, the Nominating & Governance Committee, the Management Compensation Committee, the Board and the President and CEO review the succession planning and leadership development program, including a short-term and long-term succession plan for development, retention and replacement of 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 key talent through Board and Committee presentations and discussions, as well as informal events and interactions throughout the year.

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

In addition, the President 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 all or a portion of the senior officers should unexpectedly become unable to perform their duties.

 


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Corporate Governance and Ethics   

 

LOGO

 

 

In 2018, the full Board reviewed specific executive development and talent management topics at two of its scheduled in-person meetings.

Risk Oversight

The Board’s role in risk oversight is consistent with the company’s 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 below under “Board Committees.” The Audit Committee receives regular reports relating to operational compliance with the company’s risk appetite and reviews any deviations, ultimately reporting on them to the Board. Furthermore, directors meet on a regular basis, both in Chairman’s Session with the CEO present and in Executive Session without the presence of management, to discuss a wide range of matters, including matters pertaining to risk.

The Board, through the Audit Committee, sets the company’s risk appetite (i.e., the boundaries within which Nasdaq’s management operates while achieving corporate objectives). In addition, Nasdaq’s Board reviews and approves the company’s ERM Policy, which mandates ERM requirements and defines employees’ risk management roles and responsibilities.

Per the ERM Policy, Nasdaq employs an ERM approach that manages risk within the approved risk appetite through objective and consistent identification, assessment, monitoring and measurement of significant risks across the company.

Nasdaq classifies risks into the following four 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 the company’s 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 the company’s people, processes and systems and external causes, including, among other things, risks related to transaction errors, financial misstatements, technology, information security (including cybersecurity), engagement of third parties and maintaining business continuity.

 

  »

Legal and Regulatory Risk: Exposure to civil and criminal consequences - including regulatory penalties, fines, forfeiture and litigation - while conducting business operations.

Nasdaq’s management has day-to-day responsibility for: (i) managing risk arising from company activities, including making decisions within stated Board-delegated authority; (ii) ensuring employees understand their responsibilities for managing risk incorporating a “three lines of defense” model; and (iii) establishing internal controls as well as guidance and standards

The Board’s role in risk oversight is consistent with the company’s 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.

 


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

We believe that the separation of the roles of Chairman of the Board and President and CEO and allocation of distinct responsibilities to each role facilitates communication between senior management and the full Board about issues such as corporate governance, management development, succession planning, executive compensation and company performance.

to implement the risk management policy. In the “three lines of defense” model, the first line (i.e., the business and corporate support units) executes core processes and controls, the second line (i.e., the risk, control, and oversight teams) sets policies and establishes frameworks to manage risks and the third line (i.e., the Internal Audit Department) provides an independent review of the first and second lines.

Nasdaq’s Global Risk Management Committee, which comprises 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. Nasdaq also has other limited-scope management risk committees that address specific risks, geographic areas and/or subsidiaries. These risk management committees, which include representatives from business units and support functions, monitor current and emerging risks within their purview to ensure an appropriate level of risk. Together, the various management risk committees facilitate timely escalation of issues to the Global Risk Management Committee, which escalates critical issues to the Board.

Nasdaq’s Group Risk Management Department oversees the ERM framework, supports its implementation and aggregates and reports risk information.

Board Leadership Structure

In accordance with our Corporate Governance Guidelines, Nasdaq separates the roles of Chairman of the Board and President and CEO. Our Chairman of the Board is an independent director. We believe that this separation of roles and allocation of distinct responsibilities to each role facilitates communication between senior management and the full Board about issues such as corporate governance, management development, succession planning, executive compensation and company performance.

Nasdaq’s President and CEO, Adena T. Friedman, who has over 20 years’ experience in the securities industry, is responsible for the strategic direction, day-to-day leadership and performance of Nasdaq. The Chairman of Nasdaq’s Board, Michael R. Splinter, who brings to the Board leadership experience as a public company CEO, as well as cybersecurity, capital markets and FinTech expertise, provides guidance to the President and CEO, presides over Board meetings, including Executive Sessions, and serves as a primary liaison between the President and CEO and other directors.

Board Diversity

If each director nominee is elected to the Board at the 2019 Annual Meeting of Stockholders, 64% of the Board will be diverse in terms of gender, ethnicity or nationality.

 
27%    18%    27%    36%
of our Board nominees    of our Board nominees are    of our Board nominees were    of our Board nominees work
are female    ethnically diverse    born outside the U.S.    outside the U.S.


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Corporate Governance and Ethics   

 

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Board Independence

 

  »

Substantial majority of independent directors. 10 of our 11 director nominees are independent of the company and management.

 

  »

Executive Sessions of independent directors. At each Board meeting, independent directors have the opportunity to meet in Executive Session without company management present. The independent Chairman of the Board is responsible for chairing the Executive Sessions of the Board and reporting to the President and CEO and Corporate Secretary on any actions taken during Executive Sessions. In 2018, the Board met 10 times in Executive Session.

 

  »

Independent advisors. Each Committee has the authority and budget to retain independent advisors.

Board Committee Independence and Expertise

 

  »

Committee independence. All Board Committees, with the exception of the Finance Committee, are comprised exclusively of independent directors, as required by the listing rules of The Nasdaq Stock Market.

 

  »

Executive Sessions of independent directors. At each Committee meeting, members of the Audit Committee, Finance Committee, Management Compensation Committee and Nominating & Governance Committee have the opportunity to meet in Executive Session.

 

  »

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

Stockholder Rights

 

  »

Annual elections. All directors are elected annually. Nasdaq does not have a classified Board.

 

  »

Proxy access. We implemented proxy access at 3%/3 years by amending our By-Laws to allow a stockholder, or group of stockholders, that complies with certain customary requirements to nominate candidates, constituting up to the greater of two individuals and 25% of the total number of directors then in office, for service on the Board and have those candidates included in Nasdaq’s proxy materials.

 

  »

Special meetings. Stockholders representing 15% or more of outstanding shares can convene a special meeting.

 

  »

Majority voting. We have a majority vote standard for uncontested director elections.

1

ISS Governance

QuickScore

Best Possible Score

on a Scale of 1 to 10

 


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

      

Meetings and Meeting Attendance

 

The Board held 11 meetings during the year ended December 31, 2018, and the Board met in Executive Session without management present during 10 of those meetings. None of the current directors attended fewer than 82% of the meetings of the Board and those Committees on which the director served during the 2018 fiscal year. Nasdaq’s policy is to encourage all directors to attend annual and special meetings of our stockholders. All current members of the Board who were directors at the time of the Annual Meeting held on April 24, 2018, attended the 2018 Annual Meeting.

 

Nasdaq’s Board: By the Numbers in 2018

                                                                                                                                       

 

11

Meetings held by

the Board

 

10

Times the Board met in

Executive Session without

management present

 

32

Total Board and

Committee meetings

 

100%

of the current members of the Board

who were directors at the time of the

Annual Meeting held on April 24, 2018,

attended the 2018 Annual Meeting

 

      

Director Orientation and Continuing Education

 

Our comprehensive and robust orientation programs familiarize new directors with Nasdaq’s businesses, strategies and policies. We also provide year-round in-person or telephonic tutorials to educate Board members on emerging and evolving initiatives and strategies. Our directors receive frequent updates on recent developments, press coverage and current events that relate to our strategy and business.

 

Newly elected directors are paired with an experienced director for ongoing mentorship.

 

Directors regularly attend 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. In 2018, 70% of our directors attended continuing education programs.

 

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


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Corporate Governance and Ethics   

 

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The Board Assessment Process

 

We have a three-tiered board assessment process. Annually, the Board conducts a three-part evaluation process, coordinated by the Chairman of the Board, which consists of: a full Board evaluation, Committee evaluations, and individual director self-assessments and feedback. Input from all three components is a data point considered by the Nominating & Governance Committee for determining future nominees.  

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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

 

 

 

 

 

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Stockholder Communication with Directors

Stockholders and other interested parties are invited to contact the Board by writing us at: AskBoard@nasdaq.com or Nasdaq Board of Directors, c/o Joan C. Conley, SVP and Corporate Secretary, 805 King Farm Boulevard, Rockville, Maryland 20850.

Code of Ethics: Board and Employees

We embrace good governance by holding ourselves to the highest ethical standards in all our interactions. We have adopted the Nasdaq Code of Ethics, which is applicable to the Board, all of our employees (including the principal executive officer, the principal financial officer and the controller and principal accounting officer), contractors and others who conduct work on behalf of Nasdaq. We also have a separate Nasdaq Code of Conduct for the Board, which contains supplemental provisions specifically applicable to directors. These codes embody the company’s fundamental ethics and compliance principles and expectations of business conduct.

The Nasdaq Code of Ethics and related policies are subject to annual review by our Board. As part of the 2018 updates to the Code of Ethics and related policies, we enhanced coverage of our commitment to preventing fraud or money laundering related to our business, prohibiting insider trading (in particular, related to cybersecurity events) and addressing personal data breaches. We also added content to the Code of Ethics to help employees with ethical decision-making in determining whether to give or receive a gift or business courtesy. Other revisions reflected updates to company policies, regulatory developments and other improvements identified as part of the annual review process.

Our Global Ethics and Compliance Program is based on industry-leading practices and is designed to meet or exceed available standards, including those promulgated by U.S. and European regulators in the jurisdictions in which we operate. Pillars of the program include structural elements, such as policies, risk assessment, monitoring, training and communications, and key risk areas, including anti-bribery and corruption, data privacy and antitrust and competition. The Global Ethics and Compliance Program is reinforced by executive leadership including coverage of ethics during employee town halls and participation in our ongoing Ethics in Action webinar series.

Nasdaq is committed to providing employees the ability to report concerns or seek guidance on ethics and compliance matters without fear of retaliation. In 2018, we reinforced our SpeakUp! Program with communications and training to ensure Nasdaq employees and other stakeholders have awareness of channels to raise issues, seek guidance and report potential violations of our Code of Ethics or other company policies. The program is administered within the Legal and Regulatory Group and implemented by cross-functional teams representing all areas of the company. Oversight is provided by the Global Compliance Council.

 


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We post amendments to and intend to post waivers from (to the extent applicable to the principal executive officer, the principal financial officer or the controller and principal accounting officer) the Nasdaq Code of Ethics or the Nasdaq Code of Conduct for the Board on our Investor Relations website. We also will disclose amendments or waivers to the codes in any manner otherwise required by the standards applicable to companies listed on The Nasdaq Stock Market.

Governance and Ethics Documents

Nasdaq’s commitment to governance transparency, integrity and ethical business practices is foundational to our business. This commitment is reflected in the governance and ethics documents listed below, which are available on our Investor Relations website at http://ir.nasdaq.com/.

 

Governance Documents

 

Amended and

Restated Certificate of

Incorporation

 

  

Audit Committee Charter

 

  

Board of Directors

Duties & Obligations

 

By-Laws

 

  

Corporate Governance

Guidelines

 

  

Finance Committee Charter

 

Management

Compensation

Committee Charter

 

  

Nominating & Governance

Committee Charter

 

  

Procedures for

Communicating with the

Board of Directors

 

    

Ethics Documents

 

    
  

Code of Ethics

 

  

(which includes content on the SpeakUp! Program; Diversity, Equality and Inclusion; Conflicts of Interest; Gifts, Business-Related Events & Anti-Bribery and Corruption; the Global Trading Policy; Confidentiality, Privacy and External Communications; Antitrust; Self-Regulatory Organization Obligations; Accurate Reporting and Disclosure; Sanctions, Export and Trade Control Compliance; and, Ethical Vendor and Expense Management)

 

Code of Conduct for the Board of Directors

 

    

Supplier Code of Ethics

 

    

    

 


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Enterprise-Wide Approach to ESG


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Enterprise-Wide Approach to ESG   

 

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Enterprise-Wide Approach to ESG

Nasdaq is committed to integrating sustainability into our everyday actions to help create long-term value for our stockholders and the communities where we operate. We aim to operate the company responsibly while managing risks and using our resources wisely.

The information below describes our ESG program and policies, environmental initiatives, social initiatives and focus on entrepreneurship. To learn more about Nasdaq’s corporate governance, visit page 25.

ESG Program and Policies

Our ESG Mission Statement is to ensure Nasdaq serves our clients, stockholders, employees and the communities we impact, through effective and sustainable ESG practices.

The Nominating & Governance Committee has formal responsibility and oversight of environmental and social policies and programs and receives regular reporting on key environmental and social matters and initiatives.

In 2018, we formed an internal ESG Working Group, which is co-chaired by executive leaders and comprised of geographically dispersed representatives from multiple business units. The ESG Working Group serves as the central oversight body for our environmental and social strategy. In 2018, the ESG Working Group formalized its mission statement, identified short- and long-term goals aligned with institutional investor and employee input, established a formal governance framework and deployed an employee awareness program and call to action.

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

 

Environmental and Social Policies, Programs and Practice  Statements

 

 

Anti-Discrimination and Anti-Harassment Policy

 

 

Employee Handbooks

 

 

The Nasdaq Environmental Practices Statement

 

 

The Nasdaq Human Rights Practices Statement

 

 

The Nasdaq Information Protection and Privacy Practices Statement

 

        

 


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

    

Environmental Initiatives

The key components of our environmental initiatives include: strategically optimizing our real estate and facilities footprint, the accessibility of our offices and the preservation of natural resources; empowering and educating our employees; monitoring vendors and suppliers and partnering with those who share our values; producing ESG-focused products for clients and listed companies; and serving as an ESG thought leader for listed companies and the public.    

 

  »

Strategically Optimizing Our Real Estate and Facilities Footprint, the Accessibility of Our Offices and the Preservation of Natural Resources

 

    Nasdaq will aspire to achieve a Green Building Certification for all new large office construction, as was achieved at Nasdaq’s Philadelphia office, which was awarded a Green Building LEED Platinum Certification in 2017.

 

    In 2018, Nasdaq’s Helsinki office achieved carbon neutral status for the sixth year in a row.

 

    The Nasdaq MarketSite in Times Square became carbon neutral in 2018, with all the power used by the site offset by wind power credits. This initiative will be extended to our new event space schedule to open in April 2019, which is also targeting a Green Building LEED Silver Certification.

 

    When possible, our offices are located near public transportation. In addition, electric car charging stations are available around many of the office buildings where we are tenants.

 

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

 

    Our Environmental Practices Statement emphasizes our commitment to act as a responsible corporate citizen endeavoring to lessen our environmental impact and make our operations environmentally efficient.

 

  »

Empowering and Educating Our Employees

 

    Nasdaq created the Global Green Team Community, an initiative to bring together Nasdaq employees who are passionate and knowledgeable about the environment and who want to make a difference in their office and community.

 

    We offered employee awareness trainings on several ESG topics, such as supply chain, consumption, waste reduction/recycling, travel and what individuals can do to impact their community.

 

  »

Monitoring Vendors and Suppliers and

    

Partnering with Those Who Share Our Values

 

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

 

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


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» Producing ESG-Focused Products for Clients and Listed Companies

 

  Nasdaq maintains the ESG Data Portal, which is a centralized distribution point that offers investors access to standardized ESG data from Nordic listed companies.

 

  We launched ESG futures based on the OMXS30 ESG Responsible Index in Sweden; the product is the first exchange-listed and ESG-compliant index future in the world.

 

  We conducted the ESG Pilot Program, which used a European focus group to illuminate ways for our global markets to reach better and more practical ESG reporting.

 

  The Nasdaq Sustainable Debt Markets in the Nordics more than doubled during 2018, driven by the entrance of 18 new issuers, green bonds from three new countries and innovative retail instruments in Sweden. New segments for sustainable commercial paper, structured bonds and retail corporate bonds were also launched.

 

 

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» Serving as an ESG Thought Leader for Listed Companies and the Public

 

  The Nasdaq ESG Reporting Guide serves as a baseline template for listed companies in the Nordics and reinforces the business case for voluntary disclosure.

 

  We hosted a sustainable business forum, “The Intersection of Entrepreneurship & Climate Innovation” at the Nasdaq Entrepreneurial Center, as part of the Global Climate Action Summit.

 

  We launched the Green Voices of Nasdaq Nordic campaign, where investors and issuers talk about leveraging the green bond market to support sustainable development.

 


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

“To be the best organization possible, we have remained committed to one

 

of our most important strengths: our diverse and inclusive corporate culture.”

 

A D E N A   T .   F R I E D M A N

President & CEO, Nasdaq

        

Social Initiatives

The key components of our social initiatives include our people practices (human capital management), our safety and security standards and our Nasdaq GoodWorks corporate responsibility program.

 

  »

Our People Practices (Human Capital Management)

 

    Attracting, developing, and motivating the best people is critical to Nasdaq’s success, and therefore fostering a compelling and differentiated organizational culture is fundamental to the execution of our long-term growth strategy.

 

    At Nasdaq, we strive to provide an inspiring, impactful and dynamic experience to all of our employees. We invest in our employees to ensure we remain an employer of choice and to inspire leadership, creativity, execution and personal growth. In our daily work, we value and reward client focus, integrity, collaboration, expertise and accountability, and we reinforce these values by embedding them into our programs, policies and processes.  

 

    The Board and Management Compensation Committee regularly engage with the senior leadership team and People@Nasdaq group across a broad range of people and culture topics.  

 

  »

Our Safety and Security Standards

 

    Annually, we review our business continuity policies to ensure the safety of our employees, facilities and critical business functions in case of natural disasters and unforeseen events.  

 

    In September 2018, Nasdaq opened the Facility Security Operations Center, which monitors critical systems and worldwide events to improve situational awareness of breaking news that may have an impact upon Nasdaq employees.  

 

    We use the LiveSafe mobile application, whereby Nasdaq can immediately contact employees around the world, notify them of a crisis event, check on their well-being and provide prompt guidance and services to help ensure their safety.  

 

    We offer identity theft protection as a benefit to employees and their dependents.  
 


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Enterprise-Wide Approach to ESG   

 

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Our Nasdaq GoodWorks Corporate Responsibility Program

 

 

   

Nasdaq has committed to supporting the communities in which we live and work by providing our associates with paid time off to volunteer. Nasdaq also matches charitable donations up to $1,000 (and sometimes more for specific initiatives) per calendar year.

 

 

   

In 2018, Nasdaq organized nearly 100 total volunteer events in 26 cities around the world. More than 600 associates volunteered and contributed over 4,000 service hours.

 

 

   

Since inception in 2015, Nasdaq volunteer hours have increased 520%.

 


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NASDAQ NEXT
Nasdaq Next is our internal program designed to foster a culture of innovation. In 2018, Nasdaq Next continued to build its strong innovation framework and expand our culture of innovation through innovation activities, Nasdaq Next Days and our Innovation Champions program.
INVESTMENT COMMITTEE
INNOVATION ACTIVITIES
INNOVATION CHAMPIONS
NASDAQ NEXT DAYS
POSSIBILITIES ENGINE
EDUCATION


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Enterprise-Wide Approach to ESG   

 

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Entrepreneurs Benefited Worldwide

Focus on Entrepreneurship

 

The Nasdaq Entrepreneurial Center is a separate, non-profit organization established with the support of the Nasdaq Educational Foundation. The Center’s mission is to deliver resources and mentoring to enable entrepreneurs across the globe to realize their potential. Since launching in September 2015, The Center has developed over 500 original programs that have benefited over 15,000 entrepreneurs worldwide. In keeping with a commitment to advancing inclusivity, the Center is proud that 48% of its entrepreneurs are women. To learn more about The Center, please visit: http://thecenter.nasdaq.org.

 

The Nasdaq Educational Foundation is also a separate, non-profit organization. The Foundation’s mission is to connect the business, capital and innovative ideas that advance global economies. In 2018, the Foundation also supported academic programs on entrepreneurship at Columbia University, Fordham University, the University of North Carolina at Chapel Hill and the University of Texas at Austin.

  

500+

Original Programs
Developed

 

48%

of The Center’s
Entrepreneurs
are Women

    


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OUR CULTURE IN ACTION Integrity Annual Code of Ethics Training and Certification Program for all employees. SpeakUp! Program enables employees to report concerns with the option of anonymity. “Ethics in Action” educational webinars offered on current ethics topics. Employee Experience Global office “Listening Tour” to obtain employee feedback. New hires provided input on the Nasdaq recruitment, orientation and onboarding experience. Orientation program to welcome our colleagues who joined through recent M&A transactions. Professional Development Launched a company-wide mentoring program and innovation training. Nasdaq Next “Innovation Days” took place in several global offices. Innovation Champions organized local brainstorming sessions. Talent Management A high potential leadership program builds our leadership pipeline for the future. Our Nasdaq leadership competencies were defined for all leaders, aligned with our corporate values. “Nasdaq Listed Leader” Certificate Program launched. Diversity, Inclusion and Belonging Nasdaq Diversity, Inclusion and Belonging Council launched. Nasdaq leaders participated in mandatory training on micro-inequities and unconscious bias. Non-profit organizations showcased at MarketSite through events and daily bell ringing ceremonies.


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Board of Directors


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

 

 

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Board of Directors

Proposal 1: Election of Directors

The business and affairs of Nasdaq are managed under the direction of our Board. Our directors have diverse backgrounds and experience and represent a broad spectrum of viewpoints.

Pursuant to our Amended and Restated Certificate of Incorporation and By-Laws and based on our governance needs, the Board may determine the total number of directors. The Board is authorized to have 11 directors following our 2019 Annual Meeting.

Each of the 11 nominees identified in this proxy statement has been nominated by our Nominating & Governance Committee and Board for election to a one-year term expiring at our 2020 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, resignation or removal. All nominees have consented to be named in this proxy statement and to serve on the Nasdaq 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 11 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 & Governance Committee. This Committee will recommend to the full Board whether or not to accept the resignation. The Board is required to act on the recommendation and to disclose publicly its decision-making process with respect to the resignation. All the incumbent directors have submitted an irrevocable resignation.

Director Nomination Process                

The Nominating & Governance Committee maintains an active list of potential board nominees that they continuously review as they consider how our business evolves and expands over time. The Nominating & Governance Committee considers possible candidates suggested by Board and Committee members, stockholders, industry groups and senior management. In addition to submitting suggested nominees to the Nominating & Governance Committee, a Nasdaq stockholder may nominate a person for election as a director, provided the stockholder follows the procedures specified in Nasdaq’s By-Laws. The Nominating & Governance Committee reviews all candidates in the same manner, regardless of the source of the recommendation. In addition, the Nominating & Governance Committee may engage a third-party search firm from time-to-time to

 


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Board of Directors   

 

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assist in identifying and evaluating qualified candidates. For 2019, the new nominee to our Board was brought to the attention of the Nominating & Governance Committee by both our President and CEO and one of our current directors.

We are obligated by the terms of a stockholders’ agreement dated February 27, 2008 between Nasdaq and Borse Dubai, as amended, to nominate and generally use best efforts to cause the election to the Nasdaq Board of one individual designated by Borse Dubai, subject to certain conditions. H.E. Kazim is the individual designated by Borse Dubai as its nominee.

We are also obligated by the terms of a stockholders’ agreement dated December 16, 2010 between Nasdaq and Investor AB to nominate and generally use best efforts to cause the election to the Nasdaq Board of one individual designated by Investor AB, subject to certain conditions. Mr. Wallenberg is the individual designated by Investor AB as its nominee.

Director Independence                

Nasdaq’s common stock is currently listed on The Nasdaq Stock Market and Nasdaq Dubai. 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.

Based upon detailed written submissions by each director nominee, the Board has determined that all of our director nominees are independent under the rules of each of The Nasdaq Stock Market and Nasdaq Dubai, other than Ms. Friedman. Ms. Friedman is deemed not to be independent because she is Nasdaq’s President and CEO.

None of the director nominees 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.

 

 

5.18

years

Average tenure of Nasdaq’s

director nominees

0-11

years

Range of tenure

 


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

Director Criteria, Qualifications, Experience and Tenure

In evaluating the suitability of individual Board nominees, the Nominating & Governance Committee takes into account many factors that are set forth in our Corporate Governance Guidelines. These factors include 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; a general understanding of Nasdaq’s business and technology; the classification requirements under our By-Laws; the individual’s educational and professional background and personal accomplishments; diversity, including factors such as gender, age and geography; and the willingness to challenge the status quo.

The Nominating & Governance 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 Nasdaq’s businesses, while representing the interests of stockholders, employees and the communities in which the company operates. In determining whether to recommend a Board member for re-election, the Nominating & Governance Committee also considers the director’s participation in and contributions to the activities of the Board, the contents of the most recent Board and director assessment and attendance at meetings.

The Board and the Nominating & Governance Committee believe all director nominees exhibit the characteristics below.

 

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Board of Directors   

 

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Our Director Nominees

In addition, there are other attributes, skills and experience that should be represented on the Board as a whole, but not necessarily by each director. The table below summarizes key qualifications, skills and attributes most relevant to serve on the Board. A mark indicates a specific area of focus or expertise on which the Board relies most; however, the lack of a mark does not mean the director does not possess that qualification or skill. Each director biography below describes each director’s qualifications and relevant experience in more detail.

 

   

 

  Skills

 

                             

 

  Attributes

 

   
   

 

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Capital

Markets

 

 

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Cyber-

Security

 

 

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Environ-

mental &

Social

 

 

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FinTech

 

 

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M&A

 

 

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Public
Company
Board &
Corporate
Governance

 

 

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Risk
Management

 

 

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Strategic
Vision &
Leadership

 

 

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Diverse
Backgrounds

 

 

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Willingness
to Challenge the Status
Quo &
Provide a
Strong View of the Future  

 

 

Melissa M. Arnoldi

 

                         

 

Charlene T. Begley

 

                         

 

Steven D. Black

 

                       

 

Adena T. Friedman

 

                       

 

Essa Kazim

 

                         

 

Thomas A. Kloet

 

                         

 

John D. Rainey

 

                         

 

Michael R. Splinter

 

                       

 

Jacob Wallenberg

 

                       

 

Lars R. Wedenborn

 

                       

 

Alfred W. Zollar

 

                       


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

Skills & Attributes Key

 

 

 

    SKILLS:
 

 

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  Capital Markets: The capital markets landscape is changing rapidly. Deep industry knowledge of the complexity of the evolving landscape helps us execute on our strategy, deepen client relationships, accelerate growth and deliver strong returns.
 

 

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  Cybersecurity: As a technology infrastructure provider, we view cybersecurity skills as essential to oversee the safe and secure functioning of our capital markets infrastructure, data, technology and other internal assets.
  LOGO   Environmental & Social: We are committed to integrating sustainability into our everyday actions to help create long-term value for our stockholders, our employees and the communities in which we operate.
  LOGO   FinTech: As we continue to develop our core markets and global technology offerings, a deep understanding of financial technology, the industry and the power of innovation will help us execute our strategic pivot and become a leader in mission critical FinTech solutions to capital markets and beyond.
  LOGO   M&A: As we reallocate capital towards technology and analytics product areas while sustaining marketplace foundations, we frequently evaluate tactical and strategic M&A transactions and seek nominees with experience in assessing and executing on these opportunities.
  LOGO   Public Company Board & Corporate Governance: Public company board experience yields practical skills and an understanding of regulatory requirements and best practices for public company governance. We are committed to strong corporate governance as it furthers the long-term interests of stockholders by promoting Board and management accountability and building public trust in the company.
 

 

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

 

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Strategic Vision & Leadership: Strategic vision assists the Board in evaluating Nasdaq’s corporate strategy and strategic initiatives. Experience in a leadership position provides practical insight into the skills needed to advance the corporate strategy and enhances the ability to recognize those skills in others.

 

   

 

    ATTRIBUTES:
 

 

LOGO

  Diverse Backgrounds: Diverse backgrounds lead to diverse perspectives. We are committed to ensuring diverse backgrounds are represented on our board and throughout our organization to further the success of our business and best serve the diverse communities in which we operate.
  LOGO   Willingness to Challenge the Status Quo & Provide a Strong View of the Future: We seek nominees with innate and learned business acumen that will constructively question staff initiatives, guide the company forward with strategic vision and practiced insight and position Nasdaq to catch the “next wave” of disruptive innovation.


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Board of Directors   

 

LOGO

 

 

LOGO
  

Ms. Arnoldi has been CEO of Vrio Corp., AT&T’s Latin America digital entertainment services business, which operates under the SKY brand in Brazil and the DIRECTV brand elsewhere, since August 2018. Ms. Arnoldi has served in various capacities at AT&T Inc., a telecommunications company, since 2008, including: President of Technology & Operations at AT&T Communications from August 2017 to August 2018; President of Technology Development at AT&T Services, Inc. from September 2016 to August 2017; SVP, Technology Solutions & Business Strategy, from December 2014 to September 2016; VP, IT Strategy & Business Integration, from December 2012 to December 2014; and AVP, IT from January 2008 to December 2012. Prior to AT&T, Ms. Arnoldi was a partner in the Communications & High Technology Industry Group at Accenture Ltd. from 2006 to 2008, serving in various other capacities from 1996 to 2008.

LOGO

  

Ms. Begley served in various capacities for the General Electric Company, a diversified infrastructure and financial services company, from 1988 to 2013. Ms. Begley served in a dual role as SVP and Chief Information Officer, as well as President and CEO of GE’s Home and Business Solutions Office, from January 2010 to December 2013. 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. Ms. Begley is the Chair of the Hilton audit committee, a member of the Red Hat audit committee and a member of the Hilton and Red Hat nominating and governance committees. Ms. Begley served on the Board of WPP plc from December 2013 to June 2017.


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

LOGO
  

 

Mr. Black has been Co-CEO of Bregal Investments, a private equity firm, since September 2012. He was the Vice Chairman of JP Morgan Chase & Co. from March 2010 to February 2011 and a member of the firm’s Operating and Executive Committees. Prior to that position, Mr. Black was the Executive Chairman of JP Morgan Investment Bank from October 2009 to March 2010. Mr. Black served as Co-CEO of JP Morgan Investment Bank from 2004 to 2009. Mr. Black was the Deputy Co-CEO of JP Morgan Investment Bank from 2003 to 2004. He also served as head of JP Morgan Investment Bank’s Global Equities business from 2000 to 2003 following a career at Citigroup and its predecessor firms. Mr. Black is a member of The Bank of New York Mellon’s human resources and compensation, corporate governance and nominating and corporate social responsibility committees.

LOGO
  

 

Ms. Friedman was appointed President and CEO and elected to the Board effective January 1, 2017. Previously, Ms. Friedman served as President and Chief Operating Officer from December 2015 to December 2016 and President from June 2014 to December 2015. Ms. Friedman served as CFO and Managing Director at The Carlyle Group, a global alternative asset manager, from March 2011 to June 2014. Prior to joining Carlyle, Ms. Friedman was a key member of Nasdaq’s management team for over a decade including as head of data products, head of corporate strategy and CFO.


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Board of Directors   

 

LOGO

 

 

LOGO
  

 

H.E. Kazim has been Governor of the Dubai International Financial Center since January 2014. Since 2006, he has served as Chairman of Borse Dubai and Chairman of the Dubai Financial Market. 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 he moved to the Dubai Department of Economic Development as Director of Planning and Development in 1993. He was then appointed Director General of the Dubai Financial Market from 1999-2006. H.E. Kazim is Deputy Chairman of the Supreme Legislation Committee in Dubai and a member of the Supreme Fiscal Committee of Dubai.

LOGO
  

 

Mr. Kloet was the first CEO and Executive Director of TMX Group Limited, the holding company of the Toronto Stock Exchange; TSX Venture Exchange; Montreal Exchange; Canadian Depository for Securities; Canadian Derivatives Clearing Corporation and the BOX Options Exchange, from 2008 to 2014. Previously, he served as CEO of the Singapore Exchange and as a senior executive at Fimat USA (a unit of Société Générale), ABN AMRO and Credit Agricole Futures, Inc. He also served on the Boards of CME and various other exchanges worldwide. Mr. Kloet is a CPA and a member of the AICPA and was inducted into the FIA Hall of Fame in March 2015. Mr. Kloet is Vice Chairman of the Board of Trustees of Northern Funds, which offers 43 portfolios, and Northern Institutional Funds, which offers 7 portfolios. Mr. Kloet also chairs the Boards of Nasdaq’s U.S. exchange subsidiaries.


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

LOGO

Mr. Rainey joined PayPal Holdings, Inc., a technology platform and digital payments company, in August 2015 and serves as the company’s CFO and EVP of Global Customer Operations. In this role he oversees all of the company’s finance functions, as well as leading its customer service centers around the world, including Global Customer Service, Global Credit and Financial Services, and Decision and Analytics Management. Prior to this dual role he served as the company’s Chief Financial Officer from August 2015 to January 2018. Before joining PayPal, Mr. Rainey was EVP and CFO of United Airlines from April 2012 to August 2015. From October 2010 to April 2012, Mr. Rainey was SVP of Financial Planning and Analysis at United Airlines. Mr. Rainey served in various positions in finance at Continental Airlines prior to the merger of United and Continental.

 

 

LOGO

Mr. Splinter was elected Chairman of Nasdaq’s Board effective May 10, 2017. 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 a long-time executive at Intel Corporation. Mr. Splinter was elected to the National Academy of Engineers in 2017. Mr. Splinter is a member of TSMC’s audit and compensation committees.


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Board of Directors   

 

LOGO

 

 

LOGO
  

Mr. Wallenberg has been Chairman of the Board of Investor AB since 2005. Previously, he served as Vice Chairman of Investor AB from 1999 to 2005 and as a member of Investor AB’s Board since 1988. Mr. Wallenberg was the President and CEO of Skandinaviska Enskilda Banken AB in 1997 and the Chairman of its Board of Directors from 1998 to 2005. Mr. Wallenberg also was EVP and CFO of Investor AB from 1990 to 1993. Mr. Wallenberg is a member of the governance and nomination committee at ABB Ltd, the audit and risk and remuneration committee at Investor AB and the finance committee at Telefonaktiebolaget LM Ericsson. Mr. Wallenberg was Vice Chairman of the Board of SAS AB from 2001 to 2018.

           LOGO
  

Mr. Wedenborn is CEO of FAM AB, which is wholly owned by the Wallenberg Foundations. He started his career as an auditor. From 1991 to 2000, he was Deputy Managing Director and CFO at Alfred Berg, a Scandinavian investment bank. He served with Investor AB, a Swedish industrial holding company, as EVP and CFO from 2000 to 2007. Mr. Wedenborn was a member of the Board of OMX AB prior to its acquisition by Nasdaq. Mr. Wedenborn was Chairman of the Nasdaq Nordic Ltd. Board from October 2009 to November 2018. Mr. Wedenborn is the Chair of the audit committee at SKF AB.


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

LOGO

  

Mr. Zollar has been an Executive Partner at Siris Capital Group, LLC, a private equity firm, since February 2014. Mr. Zollar served as General Manager of the Tivoli Software division of International Business Machines Corporation, a provider of information technology, products and services, from July 2004 to January 2011. He held numerous other roles at IBM, including General Manager of IBM iSeries and General Manager of IBM Lotus Software. Mr. Zollar is a member of the Red Hat and PSEG audit committees, the Chair of the PSEG finance committee and a member of the PSEG fossil and nuclear generation operations oversight committees. Mr. Zollar served as a director of The Chubb Corporation from 2001 until 2016.


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Board of Directors   

 

LOGO

 

 

Board Committees

 

Our Board has four standing Committees: an Audit Committee, a Finance Committee, a Management Compensation Committee and a Nominating & Governance Committee. Each of these Committees, other than the Finance Committee, is composed exclusively of directors determined by the Board to be independent. The Chair of each Committee reports to the Board in Chairman’s Session or Executive Session on the topics discussed and actions taken at each meeting. Each of these Committees operates under a written charter that includes the Committee’s duties and responsibilities.

 

A description of each standing Committee is included on the following pages.

    

 

 

Our Board has four standing Committees:

 

» Audit Committee

 

» Finance Committee

 

» Management Compensation Committee

 

» Nominating & Governance Committee

 

 

 

“Managing risk and ensuring long-term

                                                                                                                                                                                                                                                                                                                                                                                                 

 

sustainability is our primary focus. Using

                                                                                                                                                                                                                                                                                                                                                                                                               

 

Nasdaq’s enterprise risk approach, the Audit

                                                                                                                                                                                                                                                                                                                                                                                                                                                          

 

Committee focuses extensively on critical

                                                                                                                                                                                                                                                                                                                                                                                                                           

 

areas such as technology and cybersecurity,

                                                                                                                                                                                                                                                                                                                                                                                                                                                        

 

financial reporting, legal and regulatory

                                                                                                                                                                                                                                                                                                                                                                                                 

 

matters and ethics.”

                                                                                                                                                                                                         

    

LOGO

 

T H O M A S    A .    K L O E T

T H O M A S    A .    K L O E T

Chairman of the Audit Committee

 

Audit Committee

 

KEY OBJECTIVES:

 

»  Oversees Nasdaq’s financial reporting process on behalf of the Board.

 

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

 

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

 

»  Assists the Board by reviewing the adequacy and effectiveness of internal controls and the effectiveness of Nasdaq’s ERM and regulatory programs.

 

»  Assists the Board by reviewing and discussing cybersecurity risks, data and privacy protection and technology initiatives.

    

9

Meetings in 2018

 

Thomas A. Kloet (Chair)

 

Melissa M. Arnoldi

 

Charlene T. Begley

 

John D. Rainey

 

Lars R. Wedenborn


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

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

 

» Assists the Board in reviewing and discussing Nasdaq’s Global Ethics and Compliance Program, SpeakUp! Program and confidential whistleblower process.

 

» Assists the Board in its oversight of the internal audit function.

 

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

 

» Updates the Board on discussions and decisions from the Audit Committee meetings.

 

2018 HIGHLIGHTS:

 

» Oversaw Nasdaq’s financial reporting process and reviewed the disclosures in the company’s quarterly earnings releases, quarterly reports on Form 10-Q and annual report on Form 10-K.

 

» Reviewed non-GAAP disclosures, impairment assessments and the impact or potential impact of changes in various accounting standards.

 

» Provided oversight on the performance of the internal audit function during the year.

 

» Oversaw control remediation efforts by management.

 

» Reviewed and discussed the company’s ERM program, including its governance structure, risk assessments and risk management practices and guidelines.

 

» Reviewed a maturity assessment of the information security program.

 

» Received regular updates on information security initiatives, cybersecurity threats and new technology initiatives from the Chief Information Officer and Chief Information Security Officer.

 

» Received updates on the Nasdaq data protection and privacy program.

 

» Reviewed key regulatory compliance matters.

 

» Provided oversight for the Global Ethics and Compliance Program and received regular updates on Nasdaq’s SpeakUp! Program and confidential whistleblower process.


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Board of Directors   

 

LOGO

 

 

  »

Reviewed a report on Nasdaq’s fraud management program.

 

  »

Evaluated the performance of the independent auditor and continued to review and approve all services provided and fees charged by such auditors.

 

  »

Participated in the selection of the external auditor’s new lead engagement partner.

 

  »

Reviewed and approved or ratified all related person transactions, as further described below under “Certain Relationships and Related Transactions.”

 

  »

Reviewed Nasdaq’s corporate insurance program.

 

  »

Oversaw and discussed with management key risks, including emerging and escalating risks.

 

  »

Held Executive Sessions individually with the external auditor, internal auditors, the Global Chief Legal and Policy Officer, the CFO and the Chief Information Officer.

 

  »

Received informational reports from the external auditor on revenue recognition and disclosure requirements and other related critical audit matters.

RISK OVERSIGHT ROLE:

 

  »

Reviews the systems of internal controls, financial reporting and the Global Ethics and Compliance Program.

 

  »

Reviews the ERM program, including policy, structure and process.

INDEPENDENCE:

 

  »

Each member of the Audit Committee is independent as defined in Rule 10A-3 adopted pursuant to the Sarbanes-Oxley Act of 2002 and in the listing rules of The Nasdaq Stock Market. The Board determined that Messrs. Kloet, Rainey and Wedenborn and Ms. Begley are “audit committee financial experts” within the meaning of SEC regulations. Each also meets the “financial sophistication” standard of The Nasdaq Stock Market.

    

 


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement
     

 

 

LOGO

J O H N   D .   R A I N E Y

3

Meetings in 2018

John D. Rainey (Chair)

Adena T. Friedman

Essa Kazim

“Our capital priorities include investing in

 

opportunities that achieve our strategic and

 

financial objectives, growing the dividend

 

over the long term as earnings and cash

 

flow grow, repurchasing shares to maintain

 

a stable share count and maintaining an

 

investment grade status.”

 

J O H N   D .   R A I N E Y

Chairman of the Finance Committee

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.

2018 HIGHLIGHTS:

 

  »

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

 

  »

Reviewed and approved the Quandl acquisition.

 

  »

Reviewed Nasdaq’s minority investment activities.

 

  »

Approved the Financial Risk Appetite Statement and Treasury Policy.

RISK OVERSIGHT ROLE:

 

  »

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

 

  »

Reviews the policies and strategies for managing financial exposure and certain risk management activities of Nasdaq’s treasury function.

 


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Board of Directors   

 

LOGO

 

    

 

“Our pay-for-performance philosophy  and     
compensation programs reflect our corporate         
strategy and are directly aligned with   
performance goals that promote sustainable   
long-term value creation.”   

S T E V E N    D .  B L A C K

Chairman of the Management Compensation Committee

Management Compensation Committee

KEY OBJECTIVES:

 

  »

Establishes and annually reviews the executive compensation philosophy and strategy.

 

  »

Reviews and approves the compensation and benefit programs applicable to Nasdaq’s executive officers annually. Program changes applicable to the President and CEO and CFO are referred to the Board for final approval.

 

  »

Reviews and approves the base salary, incentive compensation, performance goals and equity awards for executive officers. For the President and CEO and CFO, these items are referred to the Board for final approval.

 

  »

Reviews and approves the base salary and incentive compensation for those non-executive officers with target total cash compensation in excess of $1,000,000 or an equity award valued in excess of $600,000.

 

  »

Together with the Nominating & Governance Committee, evaluates the performance of the President and CEO.

 

  »

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 stockholder advisory votes on executive compensation and any other feedback that may be garnered through the company’s ongoing stockholder engagement.

2018 HIGHLIGHTS:

 

  »

Focused extensively on development of executive talent and succession planning.

 

  »

Reviewed the effectiveness of the annual and long-term incentive plans.

 

  »

Together with the Nominating & Governance Committee, led the annual performance evaluation of the President and CEO.

  

LOGO

 

S T E V E N    D .  B L A C K

 

    

   LOGO       

    

  

Meetings in 2018

 

Steven D. Black (Chair)

 

Charlene T. Begley

 

Michael R. Splinter

 
 


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

     RISK OVERSIGHT ROLE:
  

»  Monitors the risks associated with elements of the compensation program, including organizational structure, compensation plans and goals, succession planning, organizational development and selection processes.

  

»  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   

“We further enhanced our commitment to

                                                                                                                                                                                                                                                                                                                   

  

promoting diverse attributes on our board.

                                                                                                                                                                                                                                                      

  

We are nominating a board that will best

                                                                                                                                                                                                                                                      

  

position Nasdaq to successfully execute its

                                                                                                                                                                                                                                                                                                                           

M I C H A E L    R .  S P L I N T E R           

long-term strategy.”

                                                                                                                                               

   M I C H A E L R . S P L I N T E R
   Chairman of the Nominating & Governance Committee

LOGO

 

Meetings in 2018

 

Michael R. Splinter (Chair)

 

Steven D. Black

 

Thomas A. Kloet

 

Jacob Wallenberg

   Nominating & Governance 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 President and CEO.

  

»  Identifies and considers emerging corporate governance issue and trends.

  

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


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Board of Directors  

 

LOGO

 

 

  »

Monitors company compliance with corporate governance requirements and policies.

 

  »

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

 

  »

Reviews and recommends to the Board candidates for election as officers with the rank of EVP or above.

 

  »

Oversees Nasdaq’s environmental and social policies, practices, initiatives and reporting.

2018 HIGHLIGHTS:

 

  »

Considered stockholder feedback and input on governance topics garnered through analysis of the stockholder meeting vote and ongoing engagement with investors.

 

  »

Considered evolving governance issues, trends and policies, including the stockholder proposal on right to act by written consent.

 

  »

Discussed the qualifications and skills necessary for future director nominees in light of the strategic pivot of the organization.

 

  »

Continued to focus on Board refreshment, with a goal to identify nominees that would enhance the diversity of the Board.

 

  »

Conducted the annual Board and Committee effectiveness assessment, developed action plans based on the results and monitored follow-up items.

 

  »

Participated in a year-long series of tutorials on environmental and social policies and emerging issues.

RISK OVERSIGHT ROLE:

 

  »

Oversees risks related to the company’s governance structure, trends, policies and processes.

 

  »

Monitors independence of the Board.

INDEPENDENCE:

 

  »

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

    

 


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

                                                                                              

 

Director Compensation

 

Annual non-employee director compensation is based upon a compensation year tied to the Annual Meeting of Stockholders. Employee directors, including Ms. Friedman, do not receive compensation for serving on the Board. 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 following table reflects the compensation policy for non-employee directors for the current and prior compensation years.

 

    Item

 

  

April 2018 - April 2019

 

  

May 2017 - April 2018    

 

    Annual Retainer for Board Members (Other than the Chairman)

  

 

$75,000

 

  

 

$75,000

 

    Annual Retainer for Board Chairman

  

 

$240,000

 

  

 

$240,000

 

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

  

 

$230,000

 

  

 

$200,000

 

 

    Annual Audit Committee and Management Compensation Committee Chair Compensation

 

  

 

$30,000

 

  

 

$30,000

 

 

    Annual Audit Committee and Management Compensation Committee Member Compensation

 

  

 

$10,000

 

  

 

$10,000

 

 

    Annual Finance Committee and Nominating & Governance Committee Chair Compensation

 

  

 

$20,000

 

  

 

$20,000

 

 

    Annual Finance Committee and Nominating & Governance Committee Member Compensation

 

  

 

$5,000

 

  

 

$5,000

 

 

                                                                                              

 

Each non-employee director may elect to receive the annual retainer in cash (payable in equal semi-annual installments), equity or a combination of cash and 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 Stockholders immediately following election and appointment to the Board.

 

All equity paid to Board members consists of RSUs that vest in full one year from the date of grant. The amount of equity to be awarded is calculated based on the closing market price of our common stock on the date of the Annual Meeting. Unvested equity is forfeited in certain circumstances upon termination of the director’s service on the Board.


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Board of Directors   

 

LOGO

 

 

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

 

Stock Ownership Guidelines

 

Under our stock ownership guidelines, the Chairman of the Board must maintain a minimum ownership level in Nasdaq common stock of six times the annual equity award for Board members. Other non-employee directors must maintain a minimum ownership level of two times the annual equity award. Shares owned outright, through shared ownership and in the form of vested and unvested restricted stock, are taken into consideration in determining compliance with these stock ownership guidelines. Exceptions to this policy may be necessary or appropriate in individual situations and the Chairman of the Board may approve such exceptions from time to time. New directors have until four years after their initial election to the Board to obtain the minimum ownership level. All of the directors were in compliance with the guidelines as of December 31, 2018.

 

Director Compensation Table

 

The table below summarizes the compensation paid by Nasdaq to our non-employee directors for services rendered during the fiscal year ended December 31, 2018.

    

 

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

2018 Director Compensation Table

 

 Name1    Fees Earned
or Paid in
Cash ($)2
   Stock Awards
($)3,4,5
   Option
Awards ($)
   Non-Equity
Incentive Plan
Compensation
($)
   Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
   All Other
Compensation
($)
  Total ($)
                                   
               

   Melissa M. Arnoldi

 

       $47,500

 

       $262,198  

 

         –

 

           –

 

           –

 

           –

 

  $309,698   

 

       

   Charlene T. Begley

 

       $95,000

 

       $225,490  

 

         –

 

 

           –

 

           –

 

           –

 

  $320,490   

 

               

   Steven D. Black

 

       –

 

       $333,245  

 

         –

 

 

           –

 

           –

 

           –

 

  $333,245   

 

       

   Essa Kazim

 

       –

 

       $303,811  

 

         –

 

 

           –

 

           –

 

           –

 

  $303,811   

 

               

   Thomas A. Kloet6

 

       $130,000

 

       $333,245  

 

         –

 

 

           –

 

           –

 

           –

 

  $463,245   

 

       

   John D. Rainey

 

       $75,000

 

       $254,840  

 

         –

 

 

           –

 

           –

 

           –

 

  $329,840   

 

               

   Michael R. Splinter

 

       –

 

       $490,141  

 

         –

 

 

           –

 

           –

 

           –

 

  $490,141   

 

       

   Jacob Wallenberg

 

       –

 

       $303,811  

 

         –

 

 

           –

 

           –

 

           –

 

  $303,811   

 

               

   Lars R. Wedenborn7

 

       $103,707

 

       $235,217  

 

         –

 

 

           –

 

           –

 

           –

 

  $338,924   

 


Table of Contents

 

LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

1 

Adena T. Friedman is not included in this table as she is an employee of Nasdaq and thus received no compensation for her service as a director. For information on the compensation received by Ms. Friedman as an employee of the company, see “Named Executive Officer Compensation.”

 

2 

The differences in fees earned or paid in cash reported in this column largely reflect differences in each individual director’s election to receive the annual retainer and Committee service fees in cash or 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, 2018 included in our annual report on 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 RSUs.

 

4 

These stock awards, which were awarded on April 24, 2018 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 2,666 RSUs with a grant date fair value of $225,490. Mr. Splinter elected to receive his Chairman retainer in equity so he received an additional 2,782 RSUs with a grant date fair value of $235,302. Directors Black, Kazim, Kloet and Wallenberg elected to receive all of their annual retainers in equity, so they each received an additional 869 RSUs with a grant date fair value of $73,500. Director Arnoldi elected to receive half of the annual retainer in equity, so she received an additional 434 RSUs with a grant date fair value of $36,708. In addition, individual directors received the following amounts for Committee service fees: Mr. Black (405 RSUs with a grant date fair value of $34,255); H.E. Kazim (57 RSUs with a grant date fair value of $4,821); Mr. Kloet (405 RSUs with a grant date fair value of $34,255); Mr. Rainey (347 RSUs with a grant date fair value of $29,349); Mr. Splinter (347 RSUs with a grant date fair value of $29,349); Mr. Wallenberg (57 RSUs with a grant date fair value of $4,821); and Mr. Wedenborn (115 RSUs with a grant date fair value of $9,727).

 

5 

The aggregate number of unvested and vested shares and units of restricted stock beneficially owned by each non-employee director as of December 31, 2018 is summarized in the following table.

 

 Director

 

  

Number of Unvested Restricted Shares and Units

 

  

Number of Vested Restricted Shares and Units

 

     

   Melissa M. Arnoldi

 

  

3,100

 

  

4,268

 

   

   Charlene T. Begley

 

  

2,666

 

  

7,608

 

     

   Steven D. Black

 

  

3,940

 

  

31,199

 

   

   Essa Kazim

 

  

3,592

 

  

31,161

 

     

   Thomas A. Kloet

 

  

3,940

 

  

9,631

 

   

   John D. Rainey

 

  

3,013

 

  

2,689

 

     

   Michael R. Splinter

 

  

5,795

 

  

51,848

 

   

   Jacob Wallenberg

 

  

3,592

 

  

 

     

   Lars R. Wedenborn

 

  

2,781

 

  

 

 

6 

Fees Earned or Paid in Cash to Mr. Kloet include fees of $130,000 for his service as Chairman of the Boards of our U.S. exchange subsidiaries and their Regulatory Oversight Committees. Fees earned for Board and Committee service for our exchange subsidiaries are paid only in cash. Mr. Kloet directed all of the cash fees to a charity for this reporting year.

 

7 

Fees Earned or Paid in Cash to Mr. Wedenborn include fees for his service both as a director of Nasdaq, Inc. ($75,000) and as Chairman of the Board of Nasdaq Nordic Ltd ($28,707 (24,328)). The latter amount was converted to U.S. dollars from euros at an exchange rate of $1.1800 per euro, which was the average exchange rate for 2018. Fees earned for Board and Committee service for our exchange subsidiaries are paid only in cash.


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LOGO

Named Executive Officer Compensation


Table of Contents

 

LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

 

LOGO

 

Named Executive

Officer Compensation

PROPOSAL 2:

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

We are asking stockholders 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 urge stockholders to read the Compensation Discussion and Analysis below as well as the executive compensation tables and narrative beginning on page 67. The Compensation Discussion and Analysis describes our executive compensation program and the decisions made by our Management Compensation Committee in 2018 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 and has contributed to the company’s long-term success.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the 2019 Annual Meeting of Stockholders.

RESOLVED, that the stockholders of Nasdaq, Inc. approve, on an advisory basis, the compensation of Nasdaq’s NEOs, as disclosed in the proxy statement for Nasdaq’s 2019 Annual Meeting of Stockholders 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 and the Management Compensation Committee. Although non-binding, the Board and the Management Compensation Committee will review and consider the outcome of the vote when making future decisions regarding our executive compensation program.

The Board has adopted a policy providing for annual stockholder advisory votes to approve the company’s executive compensation. Under the current version of the policy, the next advisory vote to approve executive compensation will occur at the 2020 Annual Meeting of Stockholders.

 


Table of Contents
Named Executive Officer Compensation   

 

LOGO

 

 

Compensation Discussion and Analysis

 

  

Key Topics Covered

 

  
This Compensation Discussion and Analysis provides a summary of our executive compensation philosophy and programs and describes the compensation decisions we have made under these programs and the factors considered in making those decisions. Our executive compensation program supports Nasdaq’s growth strategy and is aligned to create long-term stockholder value. This Compensation Discussion and Analysis and the Executive Compensation Tables focus on the compensation of our NEOs for 2018.      

 

                     

LOGO

 

Business Performance Highlights

          68  
LOGO  

Decision-Making Framework

  

 

Key Governance Features of Executive Compensation Program

 

  

 

 

 

 

69

 

 

 

 

  

Total Rewards Philosophy

 

    

 

70

 

 

 

  

Say on Pay Results

 

    

 

71

 

 

 

  

Compensation Determinations

 

    

 

71

 

 

 

  

Competitive Positioning

 

    

 

72

 

 

 

  

Peer Group

 

    

 

73

 

 

 

  

President and CEO’s Role in the Executive Compensation Process

 

    

 

74

 

 

 

  

Role of Compensation Consultants

 

    

 

74

 

 

 

  

Tally Sheets

 

    

 

74

 

 

 

LOGO  

What We Pay and Why:

 

Elements of Executive

Compensation

  

 

Pay for Performance

 

  

 

 

 

 

76

 

 

 

 

  

Base Salary

 

    

 

77

 

 

 

  

Annual Incentive Compensation

 

    

 

78

 

 

 

  

Long-Term Incentive Compensation

 

    

 

82

 

 

 

  

Benefits

 

    

 

86

 

 

 

  

Severance

 

    

 

86

 

 

 

  

Other

 

    

 

87

 

 

 

LOGO  

Risk Mitigation and Other

Pay Practices

  

 

Risk Assessment of Compensation Program

 

  

 

 

 

 

87

 

 

 

 

  

Stock Ownership Guidelines

 

    

 

88

 

 

 

  

Stock Holding Guidelines

 

    

 

88

 

 

 

  

Trading Controls and Hedging and Pledging Policies

 

    

 

88

 

 

 

  

Incentive Recoupment Policy

 

    

 

89

 

 

 

  

Tax and Accounting Implications of Executive Compensation

 

    

 

89

 

 

 

 


Table of Contents

 

LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

       Business Performance Highlights
       We achieved strong financial and operational performance across many of our business segments in 2018 while continuing to diversify our business, invest significantly in future initiatives and integrate our recent acquisitions.
  LOGO        Achieved record net revenues of $2.53 billion for the full year ended December 31, 2018.
  LOGO        Increased net revenues 5% year over year, resulting from 8% organic growth, partially offset by a 3% reduction from the net impact of the divestiture and acquisition of businesses. Revenue performance was led by 21% growth in Information Services, a 9% increase in Market Technology, a 9% increase in Market Services and a 5% increase in Corporate Services.
  LOGO        2018 GAAP diluted EPS was $2.73, compared to $4.30 in 2017. 2018 non-GAAP diluted EPS increased 20% compared to the prior year.
  LOGO        Improved market share in U.S. equities.
  LOGO        Led U.S. exchanges with 186 IPOs, representing 72% of all U.S. IPOs, and welcomed 303 total new listings on The Nasdaq Stock Market.
  LOGO        Progressed the strategic pivot through the acquisitions of Cinnober,1 a major Swedish financial technology provider to brokers, exchanges and clearinghouses worldwide, and Quandl, a premier marketplace for unique, alpha-generating alternative datasets as well as for economic and financial datasets.
  LOGO        Executed the divestiture of the Public Relations Solutions and Digital Media Services businesses.
  LOGO        Integrated the late-2017 acquisition of eVestment, a leading provider of content and analytics used by asset managers, investment consultants and asset owners to help facilitate institutional investment decisions.
  LOGO        Returned $674 million in value to stockholders through $394 million in repurchased stock and $280 million in paid dividends.
  LOGO      Achieved 54.9% three-year cumulative TSR, significantly outperforming the S&P 500 and the Nasdaq Composite during the same time frame. Achieved 11.6% one-year TSR in 2018, despite a volatile market backdrop.
      

1   We completed our public offer to acquire Cinnober in January 2019.

 


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Named Executive Officer Compensation   

 

LOGO

 

 

Decision-Making Framework

 

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

 

Key Governance Features of Executive Compensation Program

 

The following table summarizes the key governance and design features of our executive compensation program. We believe our executive compensation practices drive performance and serve our stockholders’ long-term interests.

  

 

 

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

 

     LOGO

 

Maintain a long-standing incentive “clawback” policy

 

 

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)

 

 

Conduct a comprehensive annual risk assessment of our compensation program

 

 

Conduct an annual executive talent review and discussion on succession planning

 

 

Maintain robust stock ownership guidelines

 

 

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

 

 

 

Award non-performance based stock options

 

     LOGO

 

Guarantee bonus payments for our NEOs

 

 

Pay tax gross-ups on severance arrangements and perquisites

 

 

Permit re-pricing of underwater stock options without shareholder approval

 

 

Accrue or pay dividends on unearned or unvested equity awards

 

 

Allow hedging or pledging of Nasdaq stock

 

 

Provide ongoing supplemental executive retirement plans; all benefits have been frozen

 

 


Table of Contents

 

LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

 

Total Rewards Philosophy

 

On an annual basis, the Management Compensation Committee reviews Nasdaq’s compensation philosophy, programs and practices to ensure that they meet the needs of not only the company but also the stockholders. The following reflects our current total rewards philosophy.

 

Nasdaq’s total rewards program is designed to attract, retain and empower employees to act with integrity, use ingenuity, deliver insights, pursue possibilities and achieve great results to successfully execute the company’s growth strategy.

 

Nasdaq’s balanced total rewards program encourages decisions and behaviors that align with the short and long-term interests of the company’s stockholders.

 

The building blocks of our total rewards program are designed to promote and support our strategy and:

 

» Reinforce our 2018 cultural values: Clients, Passion, Innovation, Integrity, Effectiveness and Resiliency.

 

» Energize and align employees with the most important priorities, and encourage and reward high levels of performance, innovation and growth, while not promoting undue risk.

 

» Retain our most talented employees in a highly dynamic, competitive talent market.

 

» Engage and excite current and future employees who possess the leading skills and competencies needed for us to achieve our strategy and objectives.

 

Our compensation philosophy is based on the guiding principles described in the below table. Each individual component of compensation is considered independently and is not based on a formula. Each component, however, is intended to be complementary to the overall compensation package awarded to the executives.

 

LOGO


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Named Executive Officer Compensation   

 

LOGO

 

 

Say on Pay Results

Each year we carefully consider the results of our Say on Pay advisory vote from the prior year. At our 2018 Annual Meeting of Stockholders, over 96.4% of the votes cast were in favor of the advisory vote to approve executive compensation. In 2018 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 stockholders on executive compensation, corporate governance and other issues throughout the year. For further information on our stockholder engagement, see “Engaging with Our Stockholders” on page 18.

Compensation Determinations

We have established a process for evaluating the performance of the company, the President and CEO and other NEOs for compensation purposes. On an annual basis, the Management Compensation Committee, the Board and Nominating & Governance Committee review our President and CEO’s performance in Executive Session. As part of their deliberative process, the Management Compensation Committee and Board evaluate our President and CEO’s performance against the pre-established corporate goals and determine appropriate compensation. The factors considered include our President and CEO’s performance against annual performance objectives, the performance of the company, the quality and development of the management team and employee engagement.

With the support of the People@Nasdaq group, our President and CEO develops compensation recommendations for the executive officers for consideration by the Management Compensation Committee and/or the Board. As part of this process, our President and CEO meets individually with each executive to discuss his or her performance against pre-established objectives determined during the previous year, as well as performance objectives and development plans for the coming year. This meeting gives each executive an opportunity to present his or her perspective of his or her performance as well as potential objectives and challenges for the upcoming year. Our President and CEO presents the results of each of the executive meetings to the Management Compensation Committee for its review and consideration as part of its deliberation process.

 

At our 2018 Annual Meeting

of Stockholders

96.4%

of the votes cast were in favor

of the advisory vote to approve executive compensation.

 


Table of Contents

 

LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

        

Competitive Positioning

To evaluate the external competitiveness of our executive compensation program, we compare certain elements of the program to similar elements used by peer companies. In setting 2018 compensation levels, the Management Compensation Committee used a comprehensive peer group, consisting of 31 companies, to conduct a competitive market analysis of the compensation program for our NEOs. We believe using and disclosing a peer group supports good governance and provides valuable input into compensation levels and program design.

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

Each of these factors was considered, based on varying importance, to create a more refined list of companies for consideration. We then further reviewed each remaining company to determine its appropriateness for the final peer group with a particular focus on identifying meaningful talent peers. Certain companies were eliminated because of factors such as significantly different financials, limited competitive position for executive talent or limited global complexity relative to Nasdaq.

Based on the foregoing criteria, in connection with our strategic pivot, we expanded our executive compensation peer group to include an additional four companies in the market data and analytics industry to better reflect the extent to which Nasdaq competes for talent in this area. We also added eight companies in the technology industry to reflect Nasdaq’s strategic focus on disruptive technologies such as machine intelligence and cloud-based computing.

We believe the current peer group includes an accurate representation of Nasdaq’s size-relevant, talent-focused comparators and industry competitors.

 

 

     Screening Criteria Used to Select Peer Companies

 

  

 

 

 

 

LOGO

 

 

 

Revenue size

   

 

LOGO

 

 

 

Market capitalization size

   

 

LOGO

 

 

 

Financial performance

   

 

LOGO

 

 

 

Direct exchange competitors

   

 

LOGO

 

 

 

Financial services companies

   

 

LOGO

 

 

 

Technology companies

   

 

LOGO

 

 

 

Companies with global complexity

 


Table of Contents
Named Executive Officer Compensation   

 

LOGO

 

 

Executive Compensation Peer Group

The executive compensation peer group consists of the following companies.

 

   

Company

 

  

Industry

 

   

 

Adobe Inc.*

 

  

 

Software

 

   

 

Automatic Data Processing, Inc.

 

  

 

IT Services

 

   

 

BGC Partners, Inc.

 

  

 

Capital Markets

 

   

 

Cboe Global Markets, Inc.

 

  

 

Capital Markets

 

   

 

Citrix Systems, Inc.*

 

  

 

Software

 

   

 

CME Group Inc.

 

  

 

Capital Markets

 

   

 

Deutsche Börse AG

 

  

 

Capital Markets

 

   

 

Discover Financial Services

 

  

 

Consumer Finance

 

 

    

 

 

 

DST Systems, Inc.

 

  

 

IT Services

 

   

 

E*TRADE Financial Corporation

 

  

 

Capital Markets

 

   

 

eBay Inc.*

 

  

 

Internet Software & Services

 

   

 

FactSet Research Systems Inc.*

 

  

 

Capital Markets

 

   

 

Fidelity National Information Services, Inc.

 

  

 

IT Services

 

   

 

Fiserv, Inc.

 

  

 

IT Services

 

   

 

IHS Markit Ltd.*

 

  

 

Professional Services

 

   

 

Intercontinental Exchange, Inc.

 

  

 

Capital Markets

 

   

 

Intuit Inc.*

 

  

 

Application Software

 

   

 

Invesco Ltd.

 

  

 

Capital Markets

 

   

 

London Stock Exchange Group plc

 

  

 

Capital Markets

 

   

 

Mastercard Incorporated

 

  

 

IT Services

 

   

 

MSCI Inc.*

 

  

 

Capital Markets

 

   

 

PayPal Holdings, Inc.*

 

  

 

IT Services

 

   

 

S&P Global Inc.

 

  

 

Capital Markets

 

   

 

salesforce.com, inc.*

 

  

 

Software

 

   

 

Symantec Corporation*

 

  

 

Software

 

   

 

TD Ameritrade Holding Corporation

 

  

 

Capital Markets

 

   

 

The Charles Schwab Corporation

 

  

 

Capital Markets

 

   

 

Thomson Reuters Corporation*

 

  

 

Capital Markets

 

   

 

TMX Group Limited

 

  

 

Capital Markets

 

   

 

Visa Inc.

 

  

 

IT Services

 

   

 

Workday, Inc.*

 

  

 

Application Software

 

 

*Denotes company added to peer group in 2018.

 

1

Please note that this peer group differs from the peer group used for the performance graph included in Item 5 of our annual report on Form 10-K, which is for stock performance comparisons and includes industry-only competitors.


Table of Contents

 

LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

Each executive is 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.

In addition to the peer group, we also consider that Nasdaq faces competition for talent from private firms, such as high frequency and other small trading firms, private equity funds and non-public technology companies for which public compensation data is not available.

Peer group data serves as only one reference point in evaluating our executive compensation program. We use this data to understand how various elements of our executive compensation program compare to other companies. However, we do not set the compensation of our executives based solely on this data nor do we target executive compensation to a specific percentile of the compensation set by our peer group. Instead, the comparison is conducted solely to determine if the compensation we pay to NEOs is competitive to the market. Each executive is 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.

President and CEO’s Role in

the Executive Compensation Process

Our President and CEO regularly attends Management Compensation Committee meetings at the invitation of the Management Compensation Committee and provides her perspective to the Management Compensation Committee regarding executive compensation matters generally and the specific performance of the other executive officers.

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

Role of Compensation Consultants

In 2018, our People@Nasdaq group engaged Meridian Compensation Partners to assist staff in gathering data, reviewing best practices and making recommendations to the Management Compensation Committee about our executive compensation program. Meridian does not provide any other services to Nasdaq other than executive compensation consulting. Meridian does not directly advise the Management Compensation Committee or attend meetings. In 2018, we paid Meridian $38,212 in fees for competitive market data for executives and outside directors and $183,052 in fees for other executive compensation services. However, Meridian does not determine or recommend the amount or form of executive or director compensation.

Tally Sheets

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

 


Table of Contents
Named Executive Officer Compensation   

 

LOGO

 

 

What We Pay and Why: Elements of Executive Compensation

 

   

Element

 

  

Description

 

  

Objectives

 

  

Where Described in More Detail

 

 

  FIXED

 

 

 

Base Salary

 

  

 

»  Fixed amount of compensation for service during the year

 

  

 

»  Reward scope of responsibility, experience and individual performance

 

  

 

Page 77

 

 

 

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

 

  

 

Page 78

 

  AT-RISK  

 

Long-Term Incentive Compensation

 

  

 

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

 

»  100% of 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

 

  

 

»  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 stockholder experience

 

»  Promote longer-term retention

 

  

 

Page 82

 

 

  BENEFITS

 

 

 

Retirement, Health and Welfare

 

  

 

»  401(k) plan with company match

 

»  Competitive welfare benefits

 

»  Frozen pension plan and frozen supplemental executive retirement plan

 

  

 

»  Provide market-competitive benefits to attract and retain top talent

 

»  Frozen plans reflect legacy arrangements

 

  

 

Page 86

 

 

  SEVERANCE

 

 

 

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 termination post-change in control

 

»  Retention of executives through a change in control

 

  

 

»  Retention of executives through a change in control

 

»  Preserve executive objectivity when considering transactions in the best interest of stockholders

 

»  Assist in attracting top talent

 

»  Equity provisions keep executives whole in situations where shares may no longer exist or awards cannot otherwise be replaced

 

  

 

Page 86

 

   

 

Severance Arrangements - Other

 

  

 

»  Specified amounts under employment arrangements with some executive officers

 

»  Discretionary guidelines, for involuntary terminations without cause

 

  

 

»  Assist in attracting top talent

 

»  Provide transition assistance if employment ends involuntarily

 

»  Promote smooth succession planning upon retirement

 

»  Allow the company to obtain release of employment- related claims

 

  

 

Page 86

 

 

  OTHER

 

 

 

Limited

 

  

 

»  Limited additional benefits provided to certain executives

 

  

 

»  Provide nominal additional assistance that allows executives to focus on their duties

 

  

 

Page 87

 


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LOGO

 

   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

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, breadth of knowledge and experience.

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, breadth of knowledge and experience. 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. The mix of total target direct compensation for our NEOs in 2018 is shown below.

NEOs—2018 Total Target Direct Compensation Mix

 

LOGO


Table of Contents
Named Executive Officer Compensation   

 

LOGO

 

 

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, annual market surveys and the NEO’s individual contributions, performance, time in 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.

The following table shows each NEO’s base salary at December 31, 2018 and 2017.

 

    

Name and Principal Position

 

  

Base Salary at
December 31, 2018 ($)

 

  

Base Salary at
December 31, 2017 ($)

 

   

 

Adena T. Friedman

 

President and CEO

 

  

 

$1,000,000

 

  

 

$1,000,000

 

   

 

Michael Ptasznik

 

EVP, Accounting and Corporate Strategy and CFO

 

  

 

$600,000

 

  

 

$500,000

 

   

 

Edward S. Knight

 

EVP and Global Chief Legal and Policy Officer

 

  

 

$550,000

 

  

 

$500,000

 

   

 

Bradley J. Peterson

 

EVP and Chief Information Officer

 

  

 

$550,000

 

  

 

$550,000

 

   

 

Thomas A. Wittman

 

EVP, Global Trading and Market Services

 

  

 

$550,000

 

  

 

$550,000

 

For 2018, the Management Compensation Committee increased the base salaries of Messrs. Ptasznik and Knight based on performance-related factors and a review of the competitive positioning of their overall compensation as compared to the compensation of similar officers at companies in our peer group.


Table of Contents

 

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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

Annual Incentive Compensation

We maintain an annual performance-based cash incentive arrangement under which each NEO could earn cash incentive awards through our ECIP based on achievement of performance against pre-determined performance goals.

Plan-Based Target Award Opportunities

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.

The following table shows each NEO’s target annual incentive opportunity in 2018 and 2017. Certain amounts are prorated to reflect increases that became effective after the beginning of the relevant year.

 

    Name

 

  

2018 Target Annual
Incentive Opportunity ($)

 

  

2017 Target Annual
Incentive Opportunity ($)    

 

 

    Adena T. Friedman

 

   $2,150,000    $2,000,000    

 

    Michael Ptasznik

 

   $863,013    $750,000    

 

    Edward S. Knight

 

   $806,507    $700,000    

 

    Bradley J. Peterson

 

   $825,000    $818,250    

 

    Thomas A. Wittman

 

   $825,000    $775,688    

For 2018, the Management Compensation Committee and Board increased Ms. Friedman’s target annual incentive compensation based on performance-related factors 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. The Management Compensation Committee increased the target annual incentive compensation of Messrs. Knight and Ptasznik for the same reasons.

Performance Goals

The annual cash incentive award payments for our executives are based on the achievement of pre-established, quantifiable performance goals. The President and CEO selects and recommends goals for the other executive officers based on their areas of responsibility and input from each executive. The Management Compensation Committee and/or the Board review and consider our President and CEO’s recommendations and approve 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 President and CEO.


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Named Executive Officer Compensation   

 

LOGO

 

 

The 2018 annual cash incentive awards were tied to results in the following areas:

 

  »

corporate financial objectives, including:

 

 

operating income (run rate), which measures business efficiency and profitability;

 

 

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

 

  »

business unit financial objectives, which are defined business unit-specific goals that contribute to the company’s revenue growth and profitability; and

 

  »

strategic objectives, which are defined corporate or business unit-specific goals that contribute to the company’s long-term strategy execution and performance.

Operating income (run rate) and net revenues are the company’s primary measures of short-term business success and key drivers of long-term stockholder value. Targets for operating income (run rate) and net revenues were set at the beginning of 2018, as part of the company’s annual budgeting process, and were subject to adjustment for transactions and other extraordinary events.

Business unit financial objectives were established at the beginning of the year and were subject to adjustment for transactions and other extraordinary events. The Management Compensation Committee and/or the Board set the business unit objectives to promote and reward revenue and operating income growth.

Strategic objectives were established at the beginning of the year to ensure focus on longer-term initiatives aligned with executing on our strategic priorities. For our President and CEO, the Management Compensation Committee and Board approved performance goals that related to corporate-wide strategic objectives. The other NEOs had performance goals that were specific to their business units and reflective of the key responsibilities of each executive.

We set goals at levels where the maximum payout would be difficult to achieve and that are in excess of budget assumptions. The following table shows each NEO’s performance objectives for 2018 and the relative weighting of these objectives.

The annual cash incentive award payments for our executives are based on the achievement of pre-established, quantifiable performance goals.

 

    Name

 

  

Corporate Operating
Income (Run Rate)

 

 

Corporate Net
Revenues

 

 

Business Unit
Financial Objectives

 

 

Nasdaq/Business Unit    

Strategic Objectives    

 

 

    Adena T. Friedman

 

   60%   20%     20%    

 

    Michael Ptasznik

 

   50%   20%   10%   20%    

 

    Edward S. Knight

 

   50%   20%   10%   20%    

 

    Bradley J. Peterson

 

   50%   20%   5%   25%    

 

    Thomas A. Wittman

 

   30%   10%   40%   20%    


Table of Contents

 

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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

Potential Payouts

Payouts are determined after the end of the year and are based on the sum of (i) actual performance under each corporate objective and (ii) actual performance against an executive’s business unit financial objectives or strategic objectives. Each goal that applied to the NEOs for 2018 had a minimum, target and maximum performance level.

Scoring of each goal is based on actual goal achievement compared to the target. In 2018, payouts on each goal could vary between 0% and 200% of the target.

Payouts under the incentive compensation program also take into account ethical and responsible conduct. All awards are subject to negative adjustment at the full discretion of the Management Compensation Committee and/or the Board.

Corporate Objectives Performance vs. Goals

The table below shows achieved performance against each 2018 corporate objective and the percentage of target incentive opportunity yielded by such performance.

 

    Corporate Objective

 

  

Threshold
(0% payout)

 

  

Target
(100% Payout)

 

  

Maximum
(200% Payout)

 

  

Nasdaq’s Results for
2018 as Measured for
Compensation Purposes

 

  

Payout Percentage    
of Target Incentive    
Award Amount     

 

    Operating Income (Run Rate)1, 2

   $1,121.0m   

 

$1,188.0m-

$1,198.0m 

 

   $1,236.0m    $1,232.1m    189.74%    

    Net Revenues3

   $2,336.0m   

 

$2,412.0m-

$2,431.0m 

 

   $2,478.0m    $2,516.2m    200.00%    

 

1 

Operating income (run rate) reflects our non-GAAP operating income adjusted to exclude Nasdaq Next (i.e., our innovation investment program), the impact of changes in foreign exchange rates and certain intra-year acquisitions and severance. 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 and certain other expenses that are not part of ongoing business expenses. For a discussion of non-GAAP adjustments, see Annex A.

 

2 

The Management Compensation Committee and Board of Directors applied negative discretion to the scoring of the operating income (run rate) goal to reflect the estimated impact of expenses associated with the member default on the Nasdaq Clearing commodities market. The unadjusted calculation would have resulted in a score of 200%.

 

3 

Corporate net revenues exclude Nasdaq Next, the impact of changes in foreign exchange rates and certain intra-year acquisitions.

2018 Business Unit Financial Objectives

and Strategic Objectives Performance vs. Goals

The Management Compensation Committee and/or the Board assessed each officer’s achievement of the business unit financial objectives and strategic objectives in 2018, as described below. Specific metrics for these goals are not disclosed for competitive purposes. However, 100% of our NEO goals were defined with quantifiable performance metrics and were approved by the Management Compensation Committee. No discretion was applied to any goal scoring unless specially noted below.


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Named Executive Officer Compensation   

 

LOGO

 

 

    Name

 

 

Performance
Goal Type

 

 

Goal

 

 

Goal
Weighting

 

 

Score as
a Percent
of Target

 

 

    Adena T. Friedman

 

  Strategic   Strategic Initiatives1   20%   146.72%

    Michael Ptasznik

 

 

 

Business Unit

Financial Objectives

 

  Financial Initiatives   10%   197.73%
  Strategic  

 

Divestiture of the Public Relations Solutions and Multimedia Services Businesses

 

  5%   200.00%
   

 

Successfully Implement Workday ERP

 

  5%   116.67%
   

 

Relocating Company Headquarters

 

  5%   200.00%
     

 

Enhance Nasdaq Risk Management Program

 

  5%   175.00%

    Edward S. Knight

 

 

 

Business Unit

Financial Objectives

 

  OGC Expenses   10%   0.00%
  Strategic  

 

Strategic Initiatives - Information Services

 

  5%   200.00%
   

 

Divestiture of the Public Relations Solutions and Multimedia Services Businesses

 

  5%   200.00%
   

 

Revitalize the Attractiveness to Growth Companies to List on Nasdaq by Improving Market Structure

 

  5%   200.00%
     

 

Business Unit Support and Risk Management

 

  5%   200.00%
    Bradley S. Peterson  

 

Business Unit

Financial Objectives

 

  Global Technology Expense Run Rate   5%   200.00%
  Strategic  

 

Divestiture of the Public Relations Solutions and Multimedia Services Businesses

 

  5%   200.00%
   

 

Nasdaq Financial Framework

 

  15%   193.11%
     

 

Systems Reliability and Operational Excellence

 

  5%   193.61%

 

    Thomas A. Wittman

 

Business Unit

Financial Objectives

 

 

Global Trading and Market Services Operating Income

 

  30%   200.00%
 

 

Global Trading and Market Services Revenue

 

  5%   200.00%
     

 

Global Trading and Market Services Nasdaq Next Revenue

 

  5%   52.00%
  Strategic  

 

Alternative Markets

 

  4%   186.67%
   

 

Proprietary Products Growth

 

  4%   58.80%
   

 

Nasdaq Financial Framework

 

  4%   199.17%
   

 

Fixed Income and European Commodities Growth Strategy

 

  4%   200.00%
     

 

NFX Energy Growth Strategy

 

  4%   200.00%

 

1 

Ms. Friedmans’ strategic intiatives goals related to: the eVestment integration; the Nasdaq Financial Framework; the divestiture of the Public Relations Solutions and Digital Media Services businesses; IPOs and listings switches; and Nasdaq Next revenue.


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

Award Payouts

In early 2019, the Management Compensation Committee and/or the Board determined the final levels of achievement for each of the goals and approved payout amounts. There were no guaranteed minimum payouts for any of our NEOs.

 

    Name

 

  

2018 ECIP Award Payout ($)1

 

  

2017 ECIP Award Payout ($)    

 

 

    Adena T. Friedman

 

   $3,838,517    $2,296,000    

 

    Michael Ptasznik

 

   $1,593,034    $1,071,375    

 

    Edward S. Knight

 

   $1,410,325    $960,000    

 

    Bradley J. Peterson

 

   $1,556,502    $1,123,457    

 

    Thomas A. Wittman

 

   $1,497,279    $950,000    

 

1 

The Committee and the Board reduced the scored, formulaic ECIP award payouts by applying negative discretion to the scoring of the operating income (run rate) goal, as described above. In addition, after explicitly considering the member default on the Nasdaq Clearing commodities market and the Vasby data center outage, the Committee and the Board applied further negative discretion to the scored, formulaic ECIP award payouts for Ms. Friedman and Messrs. Peterson, Ptasznik and Wittman. The aggregate reduction resulting from the exercise of negative discretion for all NEOs was $480,805.

 

Global Exchange Peer

Companies Used for

Three-Year PSUs

 

 

ASX Limited

B3 S.A.

Bolsa Mexicana de Valores,

S.A.B. de C.V.

Bolsas y Mercados Españoles,

Sociedad Holding de Mercados

y Sistemas Financieros, S.A.

Cboe Global Markets, Inc.

CME Group Inc.

Deutsche Börse AG

Euronext N.V.

Hong Kong Exchanges and

Clearing Limited

Intercontinental Exchange, Inc.

Japan Exchange Group, Inc.

London Stock Exchange

Group plc

NEX Group plc

Singapore Exchange Limited

TMX Group Limited

 

 

 

Long-Term Incentive Compensation

In 2018, we granted PSUs to each NEO to incent and reward our NEOs for growth in our TSR relative to two peer groups, as described below. Consistent with our pay for performance philosophy, this program represents 100% of the NEOs’ long-term stock-based compensation.

In 2018, each NEO received a grant of PSUs subject to a three-year cumulative performance period beginning on January 1, 2018 and ending on December 31, 2020. The number of PSUs earned is based on Nasdaq’s TSR relative to the TSR of the two equally weighted peer groups. The shares earned, if any, vest at the end of the performance period.

One group consists of all S&P 500 companies and the other group consists of the peer companies on the left. The peer companies include other global exchanges with sizable market capitalizations.

The TSR results are measured at the beginning and end of the three-year performance period. Nasdaq’s relative performance ranking against each of these peer groups will determine the number of vested PSUs. For each vested PSU, Nasdaq will distribute 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 Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the payout cannot exceed 100% of the target number of PSUs granted.

 


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Named Executive Officer Compensation   

 

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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 peer 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 since we do not regularly grant non-performance-based equity, such as restricted stock, to our NEOs.

 

    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.

Award Determination

In setting Ms. Friedman’s 2018 equity award target, the Management Compensation Committee focused on motivating performance with significant upside and downside based on relative performance. Historical awards, newness to the role 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 and Board evaluated these recommendations and determined that the amount of each award reflected the individual’s contributions, was aligned with competitive market levels and was appropriate for retention purposes.

The target amount and target face value of the PSUs awarded to each of the NEOs under this program is set forth in the table on page 84. The 2018 awards were approved on March 26 and 27, 2018 and granted on March 29, 2018, which was the date of Nasdaq’s annual employee equity grant. The equity award targets are established for our NEOs based on an assessment of each officer’s position and responsibilities, the competitive market analysis and the company’s retention objectives.


Table of Contents

 

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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

    Name

 

  

Target TSR PSUs (#)

 

  

Target Grant Date Face Value ($)  

 

    Adena T. Friedman

 

   81,187

 

   $7,000,000

 

    Michael Ptasznik

 

   18,557

 

   $1,600,000

 

    Edward S. Knight

 

   12,758

 

   $1,100,000

 

    Bradley J. Peterson

 

   20,876

 

   $1,800,000

 

    Thomas A. Wittman

 

   18,557

 

   $1,600,000

 

2018 Vesting of One-Time President and CEO Option Award

To recognize Ms. Friedman’s promotion to President and CEO effective January 1, 2017, and to provide strong motivation to deliver long-term stock price appreciation in alignment with stockholder interests, the Management Compensation Committee and Board of Directors granted her a onetime, performance-based stock option award. 100% of the option grant is performance-based, and the grant vests one-third per year over three years, contingent upon the achievement of performance metrics.

The performance criteria for the option grant are set forth in the table below.

 

    Vesting Date

 

 

Vesting Percent

 

 

Vesting Performance Requirement

 

 

Status

 

    December 31, 2017

 

 

33%

 

 

2017 fully diluted EPS must be at least 3% greater than 2016 EPS

 

 

Vested

 

    December 31, 2018

 

  33%

 

 

2018 fully diluted EPS must be at least 3% greater than 2016 EPS; and either:

1.  2018 fully diluted EPS growth must be at least 3%; or

2.  Average annual 2017 and 2018 fully diluted EPS growth must be at least 3%

 

 

Vested

 

    December 31, 2019

 

  34%

 

 

2019 fully diluted EPS must be at least 3% greater than 2016 EPS; and either:

1.  2019 fully diluted EPS growth must be at least 3%; or

2.  Average annual 2017, 2018, and 2019 EPS growth must be at least 3%

 

 

Pending 2019
performance

 

Annual fully diluted EPS growth is determined based upon the percentage by which the fully diluted EPS of the company, as determined in accordance with the U.S. GAAP for the fiscal year of the company, exceeds the fully diluted EPS of the company, as determined in accordance with the U.S. GAAP for the prior fiscal year.


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Named Executive Officer Compensation   

 

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On January 29, 2019, the Management Compensation Committee and Board evaluated and approved the performance results for the vesting of the second one-third of the stock options granted to Ms. Friedman in January of 2017. The company’s fully diluted EPS growth exceeded the performance requirement, which resulted in the approval of the vesting of one-third of the 2017 option award, or 89,606 options. The calculation of the company’s fully diluted EPS growth was adjusted to exclude certain extraordinary items recorded in each of 2016, 2017 and 2018, including the tax reform benefit of $87 million in 2017 and the tax reform expense of $270 million in 2018.

Settlement of 2016 PSU Grants Based on Relative TSR

On January 29, 2019, the Management Compensation Committee evaluated and approved the performance results for the PSUs granted to senior executives in 2016. These PSUs were subject to a three-year cumulative performance period beginning on January 1, 2016 and ending on December 31, 2018 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 15 peer companies. We measure our TSR performance relative to two different groups in order to align with the varied interests of our stockholders.

The following table sets forth the 2016 PSU performance measure results.

    

 

    Equity Award

 

  

Cumulative
TSR

 

  

Weighting

 

  

Performance Factors

 

  

Percentile
Rank

 

 

        Payout        

 

 

Blended
Payout

 

    

    2016 Three-Year PSU Award

 

  

54.9%

 

  

50%

 

  

Based on Relative TSR
Against the S&P 500

 

  

76th

 

 

        174%        

 

 

130%

 

    
  

50%

 

  

 

Based on Relative TSR
Against Peers

 

  

43rd

 

 

        86%        

 

Based on these results, the NEOs earned the number of PSUs set forth below as compared to the target amounts granted.

 

    Name

 

  

Target PSUs

 

  

PSUs Earned

 

    

    Adena T. Friedman

 

   54,781

 

   71,215

 

   

    Michael Ptasznik

 

   8,279

 

   10,762

 

   

    Edward S. Knight

 

   16,434

 

   21,364

 

   

    Bradley J. Peterson

 

   19,173

 

   24,924

 

   

    Thomas A. Wittman

 

   15,064

 

   19,583

 

   


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

    

Throughout the performance periods for equity awards, the Management Compensation Committee receives updates on the executives’ progress in achieving applicable performance measures.

General Equity Award Grant Practices

The Management Compensation Committee and the Board approve annual equity awards during regular first quarter meetings, which are scheduled well in advance and without regard to material company news announcements.

We believe that the current and expected expense and share utilization are reasonable and justified in light of the Management Compensation Committee’s goals of aligning the long-term interests of officers and employees with those of stockholders and rewarding officers for long-term relative TSR growth while retaining a strong management team. We actively monitor the expense and share utilization associated with annual grants and are committed to adjusting grant practices when appropriate.

Throughout the performance periods for equity awards, the Management Compensation Committee receives updates on the executives’ progress in achieving applicable performance measures and monitors the compensation expense and share run rate that the company is incurring for outstanding equity awards.

The reference price for calculating the value of equity awards granted is the closing market price of Nasdaq’s common stock on the date of grant. Existing equity ownership levels are not a factor in award determinations as we do not want to discourage senior executives from holding significant amounts of Nasdaq’s common stock.

Benefits

Nasdaq provides a comprehensive benefits program to our executives, including the NEOs, which mirrors the program offered to our other employees. These benefits include, among other components, a 401(k) plan with 6% matching contributions, health and welfare benefits and an employee share purchase program. Under these plans, our NEOs participate on the same terms as other employees.

Severance

Except in employment agreements and other agreements for certain officers as described in this proxy statement, we are not obligated to pay general severance or other enhanced benefits to any NEO upon termination of his or her employment. However, the Management Compensation Committee and/or the Board has the discretion to pay severance. Severance plan decisions do not influence other compensation decisions, which are focused on motivating our executives to remain with Nasdaq and contribute to our future success.

Change in control severance is defined in employment agreements for certain NEOs, as described in this proxy, and in a change in control severance policy for NEOs without an employment agreement. We believe that the terms for triggering payment under each of the arrangements described in this proxy statement are reasonable. For example, these arrangements use what is known as a “double trigger,” meaning that a severance payment resulting from a change in control is activated only upon the occurrence of both a change in control of the company and a qualifying loss of employment. Benefits under these arrangements will be provided only if Nasdaq is the target organization.

 


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Named Executive Officer Compensation   

 

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In addition, a change in control under these arrangements is limited to situations where the acquirer obtains a majority of Nasdaq’s voting securities or the current members of our Board (or their approved successors) cease to constitute a majority of the Board.

For further information on Nasdaq’s limited severance arrangements, see “Named Executive Officer Compensation – Potential Payments Upon Termination or Change in Control.”

Other

Because our executive compensation program emphasizes pay for performance, it includes few perquisites for our executives. Under her employment agreement, for security reasons, we provide Ms. Friedman with a company car and a security-trained driver for use when conducting company business. NEOs are eligible to receive basic financial planning services and executive health exams. In addition, like all employees and contractors, our executives are eligible to receive 100% corporate matching funds (and sometimes more for specific initiatives) for donations to an IRS-registered, 501(c)(3)-compliant organization. Participation in each of these programs is voluntary. We do not provide tax gross-up payments on perquisites.

Risk Mitigation and Other Pay Practices

Risk Assessment of Compensation Program

We monitor the risks associated with our compensation program on an ongoing basis. In February 2019, the Management Compensation Committee and Audit Committee were presented with the results of an annual formal assessment of our employee compensation program in order to evaluate the risks arising from our compensation policies and practices. This risk assessment report reflected a comprehensive review and analysis of the components of our compensation program. The Management Compensation Committee and Audit Committee both concluded, based on the risk assessment report’s findings, that any risks arising from our compensation program are not reasonably likely to have a material adverse effect on the company.

The risk assessment was performed by an internal working group consisting of employees in the People@Nasdaq group, Group Risk Management and the Internal Audit Department, as well as the Offices of General Counsel and Corporate Secretary. The findings were presented to the Global Risk Management Committee, which concurred with the working group’s report. The risk assessment included the following steps:

 

  »

collection and review of existing Nasdaq compensation policies and pay structures;

 

  »

development of a risk assessment scorecard, analysis approach and timeline; and

 

  »

review and evaluation of controls that might mitigate risk-taking (e.g., equity vesting structure, incentive recoupment policy and stock ownership guidelines).

    

Because our executive compensation program emphasizes pay for performance, it includes few perquisites for our executives. We do not provide tax gross-up payments on perquisites.

 


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

Stock Ownership Guidelines

We have long recognized the importance of stock ownership as an essential means of closely aligning the interests of our executives with the interests of our stockholders. In addition to using equity awards as a primary long-term incentive compensation tool, we have stock ownership guidelines in place for our senior executives. Under its charter, the Management Compensation Committee is responsible for reviewing the stock ownership guidelines annually and verifying compliance.

Under the guidelines, the covered executives are expected to own specified dollar amounts of Nasdaq common stock based on a multiple of their base salary, as set forth in the table below.

 

    Title

 

  

Value of Shares Owned

 

    President and CEO

 

  

6x base salary

 

    CFO

 

  

4x base salary

 

    EVPs

 

  

3x base salary

 

Individual holdings, shares jointly owned with immediate family members or held in trust, shares or units of restricted stock (including vested and unvested), shares underlying PSUs after completion of the performance period and shares purchased or held through Nasdaq’s plans, such as the Nasdaq ESPP, count toward satisfying the guidelines. New executives and executives who incur a material change in their responsibilities are expected to meet the applicable level of ownership within four years of their start date or the date of the change in responsibilities. All of the NEOs who were required to comply with the guidelines on December 31, 2018 were in compliance with the guidelines as of that date.

Stock Holding Guidelines

We encourage our senior executives to retain equity grants until the applicable stock ownership level discussed above is reached. Under the stock ownership guidelines, these officers must hold the specified dollar amounts of stock through the end of their employment with Nasdaq. We feel that our guidelines provide proper alignment of the interests of our management and our stockholders and therefore, we do not have additional stock holding requirements beyond the stock ownership guidelines.

Trading Controls and Hedging and Pledging Policies

We prohibit directors and executive officers from engaging in securities transactions that allow them either to insulate themselves, or profit, from a decline in Nasdaq’s stock price (with the exception of selling shares outright). Specifically, these individuals may not enter into hedging transactions with respect to Nasdaq’s common stock, including short sales and transactions in derivative securities. Finally, these individuals may not pledge, hypothecate or otherwise encumber their shares of Nasdaq common stock.


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Named Executive Officer Compensation   

 

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Nasdaq permits all employees, including the NEOs, to enter into plans established under Rule 10b5-1 of the Exchange Act enabling them to trade in our stock, including stock received through equity grants, during periods in which they might not otherwise be able to trade because material nonpublic information about Nasdaq has not been publicly released. These plans include specific instructions to a broker to trade on behalf of the employee if our stock price reaches a specified level or if certain other events occur and therefore, the employee no longer controls the decision to trade.

Incentive Recoupment Policy

The Board and Management Compensation Committee have adopted an incentive recoupment, or “clawback,” policy that is applicable to officers with the rank of EVP and above. The policy provides that the company may recoup any cash or equity incentive payments predicated upon the achievement of financial results or operating metrics that are subsequently determined to be incorrect on account of material errors, material omissions, fraud or misconduct.

Tax and Accounting Implications of Executive Compensation

The Management Compensation Committee considers income tax and other consequences of individual compensation elements when it is analyzing the overall level of compensation and the mix of compensation among individual elements.

Section 162(m) of the Internal Revenue Code of 1986, as amended, provided a limit of $1 million on the remuneration that may be deducted by a public company in any year in respect of the President and CEO and the next three most highly compensated executive officers (other than the principal financial officer). However, “performance-based compensation” was fully deductible if the plan under which the compensation was paid had been approved by the stockholders and met other requirements. We attempted to structure our compensation arrangements so that amounts paid are tax deductible to the extent feasible and consistent with our overall compensation objectives.

Section 162(m) was amended by the Tax Cuts and Jobs Act, which was enacted on December 22, 2017 and effective January 1, 2018. New Section 162(m) continues to provide a limit of $1 million on the remuneration that may be deducted by a public company; however, remuneration in any year in respect of the President and CEO, the principal financial officer and the next three most highly compensated executive officers is now considered. Also, under the new legislation, there is no exception for “performance-based compensation,” unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Such transition relief is not available to Nasdaq. Going forward, although “performance-based” criteria is no longer relevant in determining whether remuneration is deductible for tax purposes, the Management Compensation Committee intends to continue to apply performance-based criteria in structuring future compensation arrangements.

We prohibit directors and executive officers from hedging and pledging shares of Nasdaq common stock.

 


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   Notice of 2019 Annual Meeting of Stockholders and Proxy Statement

 

Depending upon the relevant circumstances at the time, the Management Compensation Committee may determine to award compensation that is not deductible. In making this determination, the Management Compensation Committee balances the purposes and needs of our executive compensation program against potential tax and other implications.

Generally, under U.S. GAAP, compensation is expensed as earned. We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award.

Management Compensation Committee Report

The Management Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with our management. After such discussions, the Management Compensation Committee recommended to Nasdaq’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into Nasdaq’s annual report on Form 10-K.

The Management Compensation Committee

Steven D. Black, Chair

Charlene T. Begley

Michael R. Splinter

Management Compensation Committee Interlocks and Insider Participation

None of the members of the Management Compensation Committee is an executive officer, employee or former officer of Nasdaq. With the exception of Ms. Friedman, none of Nasdaq’s executive officers serves as a current member of the Nasdaq Board. None of Nasdaq’s executive officers serves as a director or a member of the compensation committee of any entity that has one or more executive officers serving on the Nasdaq Board or Management Compensation Committee.


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Named Executive Officer Compensation   

 

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Executive Compensation Tables

The following tables, narrative and footnotes present the compensation of the NEOs during 2018 in the format mandated by the SEC.

2018 Summary Compensation Table

 

  Name and Principal

  Position

 

    

Year

 

    

Salary ($)

 

    

Bonus
($)

 

    

Stock
Awards ($)1

 

    

Option
Awards ($)2

 

    

Non-Equity
Incentive Plan
Compensation
($)3

 

    

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)4

 

    

All Other
Compensation
($)5

 

    

Total ($)  

 

  Adena T. Friedman

 

  President and CEO

    

 

2018

 

    

 

$1,000,000

 

    

 

 

    

 

$9,481,830

 

    

 

 

    

 

$3,838,517

 

    

 

 

    

 

$46,050

 

    

 

$14,366,397  

 

    

 

2017

 

    

 

$994,231

 

    

 

 

    

 

$7,047,077

 

    

 

$3,999,997

 

    

 

$2,296,000

 

    

 

$54,641

 

    

 

$68,634

 

    

 

$14,460,580  

 

    

 

2016

 

    

 

$850,000

 

    

 

 

    

 

$5,111,067

 

    

 

 

    

 

$2,175,750

 

    

 

$26,519

 

    

 

$30,642

 

    

 

$8,193,978  

 

  Michael Ptasznik

 

  EVP, Accounting and Corporate

  Strategy and CFO

    

 

2018

 

    

 

$571,154