MIAMI INTERNATIONAL HOLDINGS, INC.
For the period ended Jun 16, 2026. Filed Apr 27, 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 16, 2026 · Filed Apr 27, 2026
Use the contents to explore the available documents and sections.
Contents
Pay Versus Performance Table
The following table sets forth certain information with respect to the Company’s financial
performance and the compensation paid to our NEOs for the fiscal year ended on December 31,
| Year · Summary Compensation Table Total for PEO ($) (1) · Compensation Actually Paid to PEO ($) (1)(2) · Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) · Average Compensation Actually Paid to Non-PEO NEOs ($) (2)(3) · Value of Initial Fixed $100 Investment Based on: · Net Loss ($ in thousands) (5) · Adjusted EBITDA ($ in thousands) (6) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Stockholder Return ($) (4) · Peer Group Total Stockholder Return ($) (4) | ||||||||
| 2025 | 21,187,093 | 35,061,055(7) | 4,913,603 | 11,856,494(7) | 144.37 | 96.91 | (70,029) | 199,100 |
(1)The name of the Principal Executive Officer of the Company (“PEO”) reflected in these columns for the
applicable fiscal year is Thomas P. Gallagher.
(2)In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in
fair value, as applicable, of the equity award adjustments included in such calculations was computed in
accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not
materially differ from those disclosed at the time of grant.
(3)The names of each of the non-PEO NEOs reflected in these columns for the applicable fiscal year are Lance
Emmons, Douglas M. Schafer Jr., Shelly Brown and Barbara J. Comly.
(4)The Company’s total stockholder return (“TSR”) and the Company’s Peer Group TSR reflected in these
columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable
measurement point (i.e., August 14, 2025, the date we became a publicly traded company) on the same
cumulative basis as is used in Item 201(e) of Regulation S-K.
The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is a
customized peer group of four companies, which is the same peer group disclosed in our Annual Report on
Form 10-K for fiscal year 2025 and is comprised of the following: Cboe, CME Group Inc, ICE and Nasdaq.
(5)Represents the amount of net loss reflected in the Company’s audited GAAP financial statements for each
applicable fiscal year.
(6)We have selected Adjusted EBITDA as our most important financial measure (that is not otherwise required to
be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for
fiscal year 2025. Adjusted EBITDA, a non-GAAP financial measure, is defined as net income before interest,
income taxes, depreciation, amortization, and certain items of income and expense that are not considered
representative of the Company’s core operating performance.
(7)For fiscal year 2025, the ‘compensation actually paid’ to our NEOs reflects each of the following adjustments
made to the total compensation amounts reported in the Fiscal Year 2025 Summary Compensation Table,
computed in accordance with Item 402(v) of Regulation S-K:
| Fiscal year 2025 | ||
|---|---|---|
| PEO ($) | Average Non-PEO NEOs ($) | |
| Total Compensation Reported in Summary Compensation Table (A) ............ | 21,187,093 | 4,913,603 |
| Less, Grant Date Fair Value of Stock and Option Awards Reported in the Summary Compensation Table ............................................................................. | (7,597,134) | (1,077,410) |
| Plus, Year-End Fair Value of Awards Granted in the Covered Fiscal Year that are Outstanding and Unvested .............................................................................. | 16,258,960 | 2,846,695 |
| Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (from Prior Year-End to Year-End) ........................... | 3,198,818 | 4,460,741 |
| Plus, Vesting Date Fair Value of Awards Granted in the Covered Fiscal Year that Vested in that Year ......................................................................................... | — | — |
| Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in the Covered Fiscal Year (from Prior Year-End to Vesting Date) ......................... | 2,013,318 | 712,865 |
| Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in the Covered Fiscal Year ....................................................................... | — | — |
| Plus, Dollar Value of Dividends, Dividend Equivalents or other Earnings Paid on Stock and Option Awards in the Covered Fiscal Year Prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for that year) .................................................................................. | — | — |
| Total Adjustments ............................................................................................... | 13,873,962 | 6,942,891 |
| Compensation Actually Paid for the Covered Fiscal Year ............................. | 35,061,055 | 11,856,494 |
(A)The Company does not sponsor any defined benefit or actuarial pension plan. Therefore, no adjustment was
made relating thereto.
Pay versus Performance Comparative Disclosure
As described in the Compensation Discussion and Analysis section, we do not utilize
specific financial metrics or predetermined performance targets as the basis for determining
executive compensation. Rather, the Compensation Committee takes a holistic approach,
exercising its informed judgment to evaluate a broad range of factors when determining annual
cash bonus payouts and annual equity award grants. These factors include, but are not limited to,
the Company’s overall financial performance, stock price performance, industry-specific and
broader macroeconomic conditions affecting our business and competitive environment and the
individual performance and contributions of each of our NEOs.
The chart below illustrates the relationship between the amount of compensation actually
paid to the PEO and the average amount of compensation actually paid to the Company’s other
NEOs and the Company’s TSR and the Company's Peer Group TSR during 2025 assuming $100
initial investment on August 14,2025.
The charts below illustrate the relationship between the PEO and other NEOs average
compensation actually paid amounts and the Company’s Net Income (Loss) and Adjusted
EBITDA during 2025.
Pay versus Performance Tabular List
The following table lists our most important performance measures used by us to link
‘compensation actually paid’ to our NEOs to company performance for fiscal year 2025. The
performance measures included in this table are not ranked by relative importance.
Most Important Performance Measures
Adjusted EBITDA
Adjusted Earnings
Revenues Less Cost of Revenues
Equity Compensation Plan Information
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.