NASDAQ, INC.
For the period ended Jun 10, 2026. Filed Apr 24, 2026.
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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 10, 2026 · Filed Apr 24, 2026
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship
between “compensation actually paid” (as defined in Item 402(v)) and performance. Displayed amounts in this Pay
Versus Performance section may not sum due to rounding additive figures to the nearest dollar.
| Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year (a) | SummaryCompensationTable Totalfor PrincipalExecutive Officer(PEO) (b)1,2 | CompensationActually Paid toPEO1,3 (c) | AverageSummaryCompensationTable Totalfor Non-PEONamed ExecutiveOfficers (NEOs)1,4(d) | AverageCompensationActually Paidto Non-PEONamed ExecutiveOfficers1,5 (e) | Nasdaq TotalShareholderReturn(f) | PeerGroup TotalShareholderReturn6 (g) | Net Income(millions)7(h) | Non-GAAPOperatingIncome(millions)8(i) |
| 2025 | $25,014,550 | $59,054,224 | $10,447,365 | $19,748,438 | $235 | $197 | $1,788 | $2,754 |
| 2024 | $21,518,170 | $51,071,259 | $5,899,388 | $9,535,250 | $185 | $179 | $1,117 | $2,465 |
| 2023 | $18,498,752 | $9,815,212 | $6,457,253 | $5,281,897 | $137 | $139 | $1,059 | $1,938 |
| 2022 | $28,045,305 | $25,888,844 | $6,391,803 | $6,467,133 | $142 | $121 | $1,125 | $1,820 |
| 2021 | $19,965,893 | $69,015,180 | $3,411,044 | $11,672,259 | $160 | $136 | $1,187 | $1,849 |
- The Principal Executive Officer (PEO) and non-PEO NEOs from 2021-2025 were as detailed in the table below.
| Year | 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|---|
| PEO | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | Adena T. Friedman | |
| Non-PEONEOs | Ann M. Dennison | Ann M. Dennison | Sarah Youngwood | Sarah Youngwood | Sarah Youngwood | |
| Michael Ptasznik | Tal Cohen | Ann M. Dennison | Tal Cohen | Tal Cohen | ||
| Lauren B. Dillard | P.C. Nelson Griggs | Tal Cohen | P.C. Nelson Griggs | P.C. Nelson Griggs | ||
| P.C. Nelson Griggs | Bradley J. Peterson | P.C. Nelson Griggs | Bradley J. Peterson | Bradley J. Peterson | ||
| Bradley J. Peterson | Brendan Brothers | Brendan Brothers | ||||
- The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Friedman for each corresponding year in the “Total” column of the
Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – 2025 Summary Compensation Table.”
- The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Ms. Friedman, as computed in accordance with Item 402(v) of
Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Friedman during the applicable year. In accordance with
the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Friedman’s total compensation for each year to determine the
compensation actually paid:
| Year | Reported SummaryCompensation Table Total for PEO | Reported Value of EquityAwards | Total PEO Equity AwardAdjustmentsa | Compensation ActuallyPaid to PEO |
|---|---|---|---|---|
| 2025 | $25,014,550 | ($17,491,321) | $51,530,995 | $59,054,224 |
a. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity
awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from
the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards
that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the
amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to
meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar
value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value
of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not
materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Total PEO Equity Award Adjustments | |||||
|---|---|---|---|---|---|
| Year | Grant Date FairValue of EquityAwards Disclosedin the SummaryCompensation Table | Year End Fair Value of Equity Awards Granted During the Covered Year | Change in Fair Valueof Outstanding andUnvested EquityAwards | Value of AwardsGranted in PriorYears Vesting Duringthe Covered Year | Total PEO EquityAward Adjustments |
| 2025 | ($17,491,321) | $26,656,338 | $17,993,362 | $6,881,295 | $51,530,995 |
- The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group in the “Total” column of the Summary Compensation
Table in each applicable year.
- The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group, as computed in accordance with Item
402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable
year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a
group for each year to determine the compensation actually paid, using the same methodology described above in footnote 3:
| Year | Average Reported SummaryCompensation Table Total forNon-PEO NEOs | Average Reported Value ofEquity Awards | Average Non-PEO NEO EquityAward Adjustmentsa | Average CompensationActually Paid to Non-PEONEOs |
|---|---|---|---|---|
| 2025 | $10,447,365 | ($7,662,191) | $16,963,265 | $19,748,438 |
a. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity
awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from
the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards
that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the
amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to
meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar
value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value
of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not
materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Average Non-PEO NEO Equity Award Adjustments | |||||
|---|---|---|---|---|---|
| Year | Grant DateFair Value ofEquity AwardsDisclosed inthe SummaryCompensationTable | Year EndFair Value ofEquity AwardsGranted Duringthe CoveredYear | Change inFair Value ofOutstandingand UnvestedEquity Awards | Value ofAwardsGranted inPrior YearsVesting Duringthe CoveredYear | AverageNon-PEO NEOEquity AwardAdjustments |
| 2025 | ($7,662,191) | $12,119,557 | $3,616,595 | $1,227,112 | $16,963,265 |
- Represents the cumulative TSR measured from December 31, 2020 through the end of each year shown for the S&P 500 GICS 4020 Index, identified by Nasdaq as the
“Peer Group” inits Form 10-K for the purposes of Item 201(e) of Regulation S-K.
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
The Company believes Non-GAAP Operating Income is the financial performance measure most closely linked to the calculation of compensation actually paid. Non-
GAAP Operating Income is defined as set forth in footnote 1 of the “Corporate Objectives Performance vs. Goals” table on page 72 of this Proxy Statement. The
Company makes certain adjustments to the Non-GAAP Operating Income amount used to calculate the Corporate Objectives Performance and accordingly, the Non-
GAAP Operating Income amount shown above differs from the Non-GAAP Operating Income described in Annex A of this Proxy Statement. See also Annex A of this
Proxy Statement for more information on adjustments to non-GAAP measures.
Analysis of the Information Presented in the Pay versus
Performance Table
The tables and graphs above demonstrate that over the measurement period, compensation actually paid for the
PEO and non-PEO NEOs trended directionally with the Company’s cumulative TSR and net income from 2021 to
- While compensation actually paid also correlated with the Company Selected Measure (Non-GAAP Operating
Income) from 2021 to 2022, from 2023 to 2024, and from 2024 to 2025, compensation actually paid decreased from
2022 to 2023 even as the Company Selected Measure increased. The changes in compensation actually paid are
largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and
decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed
the peer group. We have included 2020 in the first table above solely for the purpose of indexing TSR.
Tabular List of Financial Performance Measures
The most important financial performance measures used by the Company to link executive compensation actually
paid to the Company’s PEO and non-PEO NEOs, for the most recently completed fiscal year, to the Company’s
performance are as follows:
Non-GAAP Operating Income
Net Revenue
ARR
Non-GAAP Diluted EPS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.