NASDAQ INC
For the period ended Jun 11, 2025. Filed Apr 28, 2025.
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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, 2025 · Filed Apr 28, 2025
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.
In 2024, excluding Ms. Youngwood (who, pursuant to the terms of her employment offer letter, did not receive an equity award in 2024), 90% of our NEOs’ total direct compensation was performance-based, or“at-risk”, and 68% of our NEOs’ total direct compensation was equity-based compensation. Total direct compensation includes base salary, annual cash incentive awards, and equity awards.
Annual incentives are based on achievement of rigorous performance goals.
In 2024, payments of annual incentives reflected our achievement of performance goals relating to corporate net revenues, corporate operating income (on a run rate basis), and ARR, in addition to accomplishment of strategic objectives, division or business unit financial results, and a culture and innovation objective. The resulting payouts to NEOs ranged from 117% to 170% of targeted amounts.
We use long-term incentives to promote retention and reward our NEOs.
Our main long-term incentive program for NEOs consists primarily of PSUs based on TSR relative to other companies, including the S&P 500 companies and a group of peer companies. Over the three-year period from January 1, 2022 through December 31, 2024, Nasdaq’s cumulative TSR was 20.4%, which was at the 57th percentile of S&P 500 companies and the 46th percentile of peer companies. This TSR performance resulted in performance vesting of PSUs at 106.2% of target shares.
Our compensation program is grounded in best practices.
Our best practices include robust stock ownership guidelines for directors and executives, no hedging or pledging of Nasdaq stock, a “clawback” policy regarding the recoupment of executive compensation, and no tax gross-ups.
Our executive compensation program does not encourage excessive risk-taking.
The Audit & Risk and Management Compensation Committees closely monitor the risks associated with our executive compensation program and individual compensation decisions. We annually conduct a comprehensive risk assessment of our compensation program.
EXECUTIVE COMPENSATION
| 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 a “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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