Board Refreshment

As a Board, we also continue to evolve to ensure that we have the right combination
of backgrounds, skill sets, and perspectives to guide the Company into the future.
Today, we represent experiences across a relevant range of skill sets including
capital markets, technology and innovation, client experience, cybersecurity, risk
management, and others. We were excited to welcome Johan Torgeby, the
President and CEO of Skandinaviska Enskilda Banken, to the Board as a new
director in July 2022. Mr. Torgeby’s extensive experience in financial services,
fintech, anti-financial crime, and risk management brings invaluable insight as we
continue to increase liquidity, transparency, and integrity to the global financial
ecosystem. In this Proxy Statement, we are also pleased to announce the
nomination of Jeffery W. Yabuki for election to the Board. Mr. Yabuki is the former
Chairman and CEO of Fiserv, Inc., a publicly traded global leader in financial
services and payments technology. His significant experience with highly complex
global financial services and extensive knowledge of fintech, payments, anti-financial
crime, and corporate strategy add an optimal combination of strong leadership
capabilities and skills vital to the future of Nasdaq. Mr. Yabuki will be Nasdaq’s fourth
new director elected since 2019.

ESG Commitment

Nasdaq’s commitment to ESG leadership is integrated across all aspects of our
operations and is an important component of our culture. Governance excellence
starts with us, the Board of Directors, and the Management Committee, which
includes our executive leadership. Our Nominating & ESG Committee continued to
provide oversight of Nasdaq’s diversity and inclusion efforts as well as our
sustainability initiatives in 2022. Nasdaq was again named to the Dow Jones
Sustainability North America Index for the seventh consecutive year and received
approval by the Science Based Targets initiative for our near and long-term
emissions reduction targets. Our progress also is reflected in the numerous award
recognitions and ESG scorecard improvements that we received in the past year.

Risk Oversight

Under the leadership of the Audit & Risk Committee, the Board remained focused in
2022 on its oversight of Nasdaq’s risk framework as a vital component of ensuring
the long-term viability of Nasdaq’s business operations. In 2022, the Audit & Risk
Committee monitored the risks associated with geopolitical instability, volatility in the
European power markets, and Nasdaq’s digital assets business, among other things.
The Audit & Risk Committee also participated in a tabletop exercise on cyber/
ransomware preparedness and received briefings from the Chief Information
Security Officer at least quarterly regarding cybersecurity topics.

Reimagining the Future

We are a company of landmark beginnings, from launching the first electronic
exchange in 1971 to migrating the first exchange to the cloud last year. We continue
to reimagine technology to better serve global markets, and our continued success
relies on our commitment to embracing inclusive growth, driving innovation, and
empowering our employees. In order to rewrite the future, we must rewrite the way
we work. We are confident in our new corporate structure and are incredibly
energized by what lies ahead.

Thank you for your

investment and trust

in Nasdaq and for the

opportunity to serve as your

Board of Directors.

Melissa M. Arnoldi

Charlene T. Begley

Steven D. Black

Adena T. Friedman

Essa Kazim

Thomas A. Kloet

Michael R. Splinter

Johan Torgeby

Toni Townes-Whitley

Alfred W. Zollar

Nasdaq 2023 Proxy Statement

Nasdaq 2023 Proxy Statement

ARR

CEO

CFO

CIO

COBRA

CTO

DEI

ECIP

EPS

Equity Plan

ERM

ESG

ESPP

EVP

Exchange Act

FASB ASC Topic 718

Form 10-K

GHG

IPO

M&A

NEO

P&L

PCAOB

People@Nasdaq

PSU

RSU

SaaS

S&P

SEC

SVP

TCFD

TSR

U.S. GAAP

VP

Nasdaq 2023 Proxy Statement

About Nasdaq

Meeting Notice

Voting Roadmap

Annual Meeting of Shareholders

Year-round Engagement

Meaningful Actions

Proposal 1: Election of Directors

Board Composition

Board Diversity

Director Criteria and Qualifications

Skills and Expertise Matrix

Director Orientation and Continuing Education

Board Assessment Process

Board Refreshment and Nominations

Director Nominees

Board Committees

Director Compensation

Governance Highlights

Corporate Governance Framework

Board Leadership Structure

Board Independence

Committee Independence and Expertise

Strategic Oversight

ESG Oversight

Cybersecurity and Information Security Oversight

Risk Oversight

Human Capital Management Oversight and Executive Succession Planning

Board Meetings and Attendance

Shareholder Rights

Public Policy Advocacy

Communicating with the Board

Nasdaq 2023 Proxy Statement

Environmental Initiatives

Human Capital Management

Community Impact

Operating with Integrity

Measuring ESG Progress

Transparency in ESG Governance

Executive Compensation Highlights

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

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Compensation Discussion and Analysis

Management Compensation Committee Report

Executive Compensation Tables

Employment Agreements and Potential Payments Upon Termination or Change in Control

Pay Versus Performance

CEO Pay Ratio

Audit & Risk Committee Report

Annual Evaluation and 2023 Selection of Independent Auditors

Proposal 4: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

Proposal 5: Shareholder Proposal – Independent Board Chairman

Other Business

Security Ownership of Certain Beneficial Owners and Management

Delinquent Section 16(a) Reports

Nasdaq’s Employee Networks

Executive Officers

Certain Relationships and Related Transactions

Annual Meeting FAQs

Non-GAAP Financial Measures

Nasdaq 2023 Proxy Statement

Nasdaq 2023 Proxy Statement

Virtual Meeting Logistics

Items of Business

1.  To elect 11 directors for a one-year term

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

3.  To conduct an advisory vote on the frequency of future advisory votes on executive compensation

4.  To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023

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

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

Important Meeting Information

Record Date

Shareholders of record as of April 24, 2023 will be eligible to vote at and participate in the Annual Meeting using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voter instruction form, or proxy card.

A Notice of Internet Availability of Proxy Materials will be mailed on or about April 28, 2023.

Asking Questions

Prior to the meeting, questions can be submitted at www.proxyvote.com. During the meeting, questions may be submitted in the question box provided at www.virtualshareholdermeeting.com/NDAQ2023.

Replays

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

Nasdaq 2023 Proxy Statement

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

Proposal 1: Election of Directors

  Board Recommendation:

FOR each director nominee.

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

Proposal 2: Advisory Vote on Executive Compensation

  Board Recommendation:

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

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

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Board Recommendation: ONE YEAR

For the approval, on an advisory basis, to vote to approve executive compensation every ONE YEAR.

Under SEC rules, Nasdaq shareholders are entitled to cast an advisory vote at least every six years to indicate the frequency (one year, two years or three years) with which we should hold future non-binding votes to approve executive compensation. Our shareholders last voted on such a resolution in 2017, with the majority voting for a frequency of holding an advisory vote on executive compensation every year (one-year frequency).

Nasdaq 2023 Proxy Statement

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm

  Board Recommendation:

FOR the ratification of Ernst & Young LLP.

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

Proposal 5: Shareholder Proposal – Independent Board Chairman

  Board Recommendation:

AGAINST this proposal.

The Company believes that permitting the Board to have the flexibility to determine, from time to time, whether the same individual should serve as both CEO and Chair is critical to determine and establish the leadership structure that is best for the Company and our shareholders. The shareholder proposal would eliminate the Board’s flexibility and discretion to determine the appropriate Board leadership structure.

Nasdaq 2023 Proxy Statement   |    SHAREHOLDER ENGAGEMENT

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

The central components of our investor outreach are described below.

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

This event was held in November 2022 at Nasdaq’s New York headquarters and was also broadcast via live webcast. Replays were made available on our website following the event.

Our Annual Meeting of Shareholders is conducted virtually through a live webcast and online shareholder tools. This promotes shareholder attendance and participation, enabling shareholders to participate fully, and equally, from any location around the world, free of charge. Given our global footprint, we believe this is the right choice. The virtual format results in cost savings to the Company and shareholders and is designed to enhance shareholder access, participation, and communication.

To further our engagement with all shareholders, including retail and employee shareholders, we significantly enhanced our Annual Meeting website in 2021 and continue to refine it in order to provide shareholders with a

Nasdaq 2023 Proxy Statement   |   SHAREHOLDER ENGAGEMENT

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

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

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

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

Nasdaq 2023 Proxy Statement   |    SHAREHOLDER ENGAGEMENT

Transparent and Informed Governance Practices

Meaningful Actions

Our continuous engagement and ongoing dialogue with the investment stewardship teams of our institutional investors, as well as our other shareholders, through various forums and formats throughout the year have led to enhancements in our: corporate strategy; corporate governance; human capital management and ESG programs; and shareholder returns and capital deployment. Our key actions in 2022 in each area are highlighted below.

Corporate Strategy

ü Implemented our new corporate structure, with our business units aligned into three divisions: Market Platforms, Capital Access Platforms, and Anti-Financial Crime. The new structure aligns the Company more closely with evolving client needs and the global financial system.

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

Corporate Governance

ü Implemented a new Board leadership structure under which our CEO, Adena T. Friedman, was unanimously elected by the independent directors as Chair of the Board, effective January 1, 2023. Our former Chair, Michael R. Splinter, was elected as Lead Independent Director, a robust role with significant responsibilities.

ü Actively conducted year-round planning for director succession and Board refreshment, including a review and analysis of the skills, attributes, and expertise for future Board nominees. We have added one new independent director since our 2022 Annual Meeting, and we are proposing another new independent director nominee for election at the 2023 Annual Meeting.

ü Continued our Board Committee rotation to ensure racial/ethnic diversity, in addition to gender diversity, on each Committee.

ü Created a new in-house director education series through which our Board has the opportunity to join a quarterly information session on a topic of importance to Nasdaq.

Nasdaq 2023 Proxy Statement   |   SHAREHOLDER ENGAGEMENT

Human Capital Management and ESG Programs

ü Continued to strengthen our DEI initiatives, resources, and leadership training tools by leveraging existing programs (such as our 11 employee-led internal affinity networks) and undertaking new initiatives.

ü Published our second TCFD report, received approval from the Science Based Targets initiative for our near- and long-term emissions reductions targets, and received an A rating from CDP (formerly Carbon Disclosure Project) to reflect that Nasdaq has been recognized for leadership in corporate transparency and performance on climate change.

ü Continued our net carbon neutral program for the fifth consecutive year.

ü Improved our MSCI ESG Rating from BBB to AA, placing Nasdaq in MSCI’s “Leaders” category.

ü Named for the seventh consecutive year to the Dow Jones Sustainability Index and maintained our industry leadership as one of just eight diversified financial services companies selected for inclusion in the 2022 North America Index.

Shareholder Returns and Capital Deployment

ü Increased our regular quarterly dividend by 11% to $0.20 per share, consistent with our Board’s policy to provide shareholders with regular and growing dividends over the long-term as our earnings and cash flow grow.

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

Nasdaq 2023 Proxy Statement   |    OUR BOARD

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

Pursuant to our Amended and Restated Certificate of Incorporation and By-Laws and based on our governance needs, the Board determines the total number of directors. The Board is authorized to have 11 directors following our 2023 Annual Meeting.

Each of the 11 nominees identified in this Proxy Statement has been nominated by our Nominating & ESG Committee and Board for election to a one-year term expiring at our 2024 Annual Meeting of Shareholders. 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 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 & ESG Committee, which will recommend to the full Board whether or not to accept the resignation. The Board will act on the Committee’s recommendation and disclose publicly its decision-making process with respect to the resignation. Each of the incumbent directors has submitted an irrevocable resignation.

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Nasdaq 2023 Proxy Statement   |    OUR BOARD

    |

The Board values diversity in evaluating new candidates and seeks to incorporate a wide range of attributes across the Board of Directors and on each of our Committees. The following matrix is provided in accordance with applicable Nasdaq listing requirements and includes all directors as of April 28, 2023. For our prior year’s matrix, please see our 2022 Proxy Statement.

Board Diversity Matrix (As of April 28, 2023)

|

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

•  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;

•  a client experience orientation;

•  the requirements in our By-Laws;

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

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

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

The Nominating & ESG Committee evaluates each individual candidate in the context of the Board as a whole, with the objective of maintaining a group of directors that can further the success of our businesses, while representing the interests of shareholders, employees,

Nasdaq 2023 Proxy Statement   |    OUR BOARD

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

an appreciation for shareholder feedback;

high regard for personal and professional ethics;

a proven record of success;

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

sound business judgment;

a strategic vision and leadership experience;

knowledge of financial services;

sufficient time to devote to Board service; and

an appreciation of multiple cultures and perspectives.

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Our director orientation program familiarizes new directors with our businesses, strategies, and policies, providing experiences to directly engage with our Management Committee. We also provide quarterly in-house director education sessions to educate Board members on emerging and evolving initiatives and strategies. Additional tutorials are available to individual directors upon request. Our directors receive frequent updates on recent developments, press coverage, and current events that relate to our strategy and business.

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

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

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

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

Results and Implemented Changes

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

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

•  facilitate the Board refreshment process;

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

•  strengthen the relationship between the Board and management;

•  enhance governance processes and Board meeting agendas; and

•  identify opportunities for director education.

Feedback Incorporated

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

ü added new directors with expertise in fintech and financial crime;

ü included specifically requested topics on Board agendas;

ü implemented new in-house director education program;

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

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

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Nasdaq 2023 Proxy Statement   |    OUR BOARD

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

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

The Nominating & ESG Committee considers possible candidates suggested by Board and Committee members, shareholders, and senior management. In addition to submitting suggested nominees to the Nominating & ESG Committee, a Nasdaq shareholder may nominate a person for election as a director, provided the shareholder follows the procedures specified in Nasdaq’s By-Laws. The Nominating & ESG Committee reviews all candidates in the same manner, regardless of the source of the recommendation. In addition, the Nominating & ESG Committee may engage a third-party search firm from time to time to assist in identifying and evaluating qualified candidates.

Our new director elected in 2022, Johan Torgeby, was brought to the attention of the Nominating & ESG Committee by our Chair and CEO. Subsequent to his election in July 2022 and following the amendment of our stockholders’ agreement with Investor AB in December 2022 (which reinstated Investor AB’s right to propose for nomination one person to our Board), Mr. Torgeby was deemed the Investor AB Board designee until the 2024 Annual Meeting.

For 2023, the new nominee to our Board was brought to the attention of the Nominating & ESG Committee by our Office of the Corporate Secretary.

Board composition is continuously analyzed to ensure alignment with strategy.

Candidate recommendations are identified with input from directors, management, and other stakeholders.

Nominating & ESG Committee screens qualifications, considers diversity and skills, interviews potential

candidates, and makes recommendations to the Board.

Board of Directors evaluates candidates, reviews conflicts and independence, interviews recommended

candidates, and selects nominees.

Shareholders vote on nominees at Nasdaq’s Annual Meeting.

Implementation: Nine new directors have been nominated to our Board in the last eight years—each bringing a

fresh perspective and unique skill set.

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Melissa M. Arnoldi

EVP and Chief Customer Officer, AT&T Consumer

Age: 50

Director Since: 2017

Independent

United States

Committee Membership

•  Finance

•  Management Compensation

Director Nominees

Career Highlights

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

Impact on Board

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

•  Broad expertise in providing a superior customer experience

•  Strategic thinker with global business and operational capabilities

Select Professional and Community Contributions

•  Former Director of Sky Mexico

•  Former Director of the Girl Scouts of Northeast Texas

•  Former Member of the National Action Council for Minorities in Engineering

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Charlene T. Begley

                                                                                                                                                              ●    ●                                                                                                                                                                                                                      

Retired SVP and CIO, General

Electric Company

Age: 56

Director Since: 2014

Independent

United States

Committee Membership

•  Audit & Risk

•  Nominating & ESG (Chair)

Career Highlights

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

Impact on Board

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

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

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

Current Public Company Boards

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

•  SentinelOne, Inc.: Audit Committee (Chair)

Other Public Company Boards in the Past Five Years

•  Red Hat, Inc.

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Steven D. Black

                                                                                                                                              ●    ●                                                                                                                                                                                      

Former Co-CEO, Bregal

Investments

Age: 70

Director Since: 2011

Independent

United States

Committee Membership

•  Management Compensation (Chair)

•  Nominating & ESG

Career Highlights

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

Impact on Board

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

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

•  Management development, compensation, and succession planning experience

Current Public Company Boards

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

Other Public Company Boards in the Past Five Years

•  The Bank of New York Mellon Corporation

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Adena T. Friedman

                                                                                                                                                                                              ●    ●                                                                                                                                                                                      

Chair and CEO, Nasdaq

Age: 53

Director Since: 2017

United States

Committee Membership

•  Finance

Career Highlights

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

Impact on Board

•  More than 25 years of industry leadership and expertise, including over five years as Nasdaq’s CEO

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

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

Select Professional and Community Contributions

•  Member of the Vanderbilt University Board of Trust

•  Director of the Federal Reserve Bank of New York

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

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Essa Kazim

Governor, Dubai International Financial Centre

Age: 64

Director Since: 2008

Independent

United Arab Emirates

Committee Membership

•  Finance

Career Highlights

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

Impact on Board

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

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

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

Select Professional and Community Contributions

•  Deputy Chairman of the Supreme Legislation Committee in Dubai

•  Member of the Securities and Exchange Higher Committee

•  Member of the Dubai Supreme Fiscal Committee

•  Board Member of the Dubai Free Zones Council

Current Public Company Boards

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

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Thomas A. Kloet

Retired CEO and Executive Director, TMX Group Limited

Age: 64

Director Since: 2015

Independent

United States

Committee Membership

•  Audit & Risk (Chair)

Career Highlights

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

Impact on Board

•  Leadership of complex regulated businesses in the financial services industry

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

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

Select Professional and Community Contributions

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

•  Chair of the Board of Northern Funds, which offers 44 portfolios, and Northern Institutional Funds, which offers 7 portfolios

•  Member of the FIA Hall of Fame

Nasdaq 2023 Proxy Statement   |    OUR BOARD

Michael R. Splinter

Lead Independent Director,

Nasdaq

Retired Chairman and CEO,

Applied Materials, Inc.

Age: 72

Director Since: 2008

Independent

United States

Committee Membership

•  Management Compensation

•  Nominating & ESG

Career Highlights

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

Impact on Board

•  Leadership of a complex global technology business

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

•  Management development, compensation, and succession planning experience

Select Professional and Community Contributions

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

•  Member of the National Academy of Engineers

•  Splinter Scholarships for Diversity in Engineering at University of Wisconsin

Current Public Company Boards

•  Gogoro Inc.: Compensation Committee (Chair)

•  Taiwan Semiconductor Manufacturing Company Limited: Audit Committee, Compensation Committee (Chair)

Other Public Company Boards in the Past Five Years

•  Meyer Burger Technology Ltd.