NASDAQ INC
For the period ended Jun 11, 2024. Filed Apr 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2024 · Filed Apr 26, 2024
Contents
Compensation Program Highlights
We believe our compensation program enables us to compete successfully for top talent, particularly in a tight labor market, and to build an effective leadership team. It also is designed to encourage decisions and behaviors that align with the short and long-term interests of our shareholders. Highlights include the following.
| • | The majority of our NEOs’ pay is based on performance and consists largely of equity-based compensation. |
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In 2023, excluding Ms. Youngwood, 88% of our NEOs’ total direct compensation was performance-based, or“at-risk”, and 65% of our NEOs’ total direct compensation was equity-based compensation. Total direct compensation includes base salary, annual cash incentive awards, and equity awards.
| • | Annual incentives are based on achievement of rigorous performance goals. |
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In 2023, payments of annual incentives reflected our achievement of performance goals relating to corporate net revenues and corporate operating income (on a run rate basis), in addition to accomplishment of strategic objectives, business unit financial results, and an ESG objective. The resulting payouts to NEOs ranged from 120% to 150% of targeted amounts.
| • | We use long-term incentives to promote retention and reward our NEOs. |
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Our main long-term incentive program for NEOs consists primarily of PSUs based on TSR relative to other companies, including the S&P 500 companies and a group of peer companies. Over the three-year period from January 1, 2021 through December 31, 2023, Nasdaq’s cumulative TSR was 36.5%, which was at the 63rd percentile of S&P 500 companies and the 85th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 167.4% of target shares.
| • | Our compensation program is grounded in best practices. |
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Our best practices include strong stock ownership guidelines for directors and executives, no hedging or pledging of Nasdaq stock, a “clawback” policy regarding the recoupment of executive compensation, and no tax gross ups.
| • | Our executive compensation program does not encourage excessive risk-taking. |
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The Audit & Risk and Management Compensation Committees closely monitor the risks associated with our executive compensation program and individual compensation decisions. We annually conduct a comprehensive risk assessment of our compensation program.
| What We DO | What We DON’T Do | |
|---|---|---|
| Pay for performance: 100% of annual incentives and 80% of long-term incentive grants are performance-based | Overweight non-performance-based long- term incentives | |
| Maintain an incentive recoupment, or “clawback,” policy, including a broad incentive recoupment policy and a supplemental policy in compliance with SEC and Nasdaq listing rules | Pay tax gross-ups | |
| Provide change in control protection that requires a “double trigger” (i.e., both a change in control of the Company and a qualifying loss of employment) | Permit re-pricing of underwater stock options without shareholder approval | |
| Conduct a comprehensive annual risk assessment of our compensation program | Accrue or pay dividends on unearned or unvested equity awards | |
| Conduct an annual executive talent review and discussion on succession planning | Allow hedging or pledging of Nasdaq stock | |
| Maintain robust stock ownership guidelines | Provide ongoing defined benefit pension plans | |
| Provide only limited perquisites, which provide nominal additional assistance to allow executives to focus on their duties | Provide uncapped award opportunities |
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