NASDAQ, INC.
For the period ended Jun 10, 2026. Filed Apr 24, 2026.
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 10, 2026 · Filed Apr 24, 2026
Contents
Compensation Program Highlights
We believe our compensation program enables us to compete successfully for top talent 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 2025,91% of our NEOs’ total direct compensation was performance-based, or “at-risk”, and 71% 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 2025, 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 aculture objective. The resulting payouts to NEOs ranged
from 130% to 160% 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, 2023 through December 31, 2025, Nasdaq’s cumulative TSR was 52.8%, which was at the 66th percentile
of S&P 500 companies and the 46th percentile of peer companies. This TSR performance resulted in performance
vesting of PSUs at 119.5% 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 erroneously paid 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.
| 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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.