Nasdaq, Inc. 2018 Interactive Proxy

Download PDF

Jump to a chapter:

Board Members and Nominees

  • Melissa M. Arnoldi

  • Charlene T. Begley

  • Steven D. Black

  • Adena T. Friedman

  • Essa Kazim

  • Thomas A. Kloet

  • John D. Rainey

  • Michael R. Splinter

  • Jacob Wallenberg

  • Lars R. Wedenborn

View by Qualification:

  • View All
  • Capital Markets

    • Steven D. Black
    • Adena T. Friedman
    • Essa Kazim
    • Jacob Wallenberg
    • John D. Rainey
    • Lars R. Wedenborn
    • Michael R. Splinter
    • Thomas A. Kloet
  • Cybersecurity

    • Charlene T. Begley
    • Melissa M. Arnoldi
    • Michael R. Splinter
  • FinTech

    • Adena T. Friedman
    • Charlene T. Begley
    • Essa Kazim
    • John D. Rainey
    • Lars R. Wedenborn
    • Michael R. Splinter
    • Steven D. Black
    • Thomas A. Kloet
  • Mergers & Acquisitions

    • Melissa M. Arnoldi
    • Adena T. Friedman
    • Jacob Wallenberg
    • John D. Rainey
    • Lars R. Wedenborn
    • Michael R. Splinter
    • Steven D. Black
    • Thomas A. Kloet
  • Public Company Board & Corporate Governance

    • Adena T. Friedman
    • Essa Kazim
    • Jacob Wallenberg
    • Charlene T. Begley
    • Lars R. Wedenborn
    • Michael R. Splinter
    • Steven D. Black
    • Thomas A. Kloet
  • Risk Management

    • Adena T. Friedman
    • Charlene T. Begley
    • Jacob Wallenberg
    • Essa Kazim
    • John D. Rainey
    • Lars R. Wedenborn
    • Melissa M. Arnoldi
    • Michael R. Splinter
    • Steven D. Black
    • Thomas A. Kloet
  • Strategic Acumen and Leadership

    • Adena T. Friedman
    • Charlene T. Begley
    • Jacob Wallenberg
    • Essa Kazim
    • John D. Rainey
    • Melissa M. Arnoldi
    • Lars R. Wedenborn
    • Michael R. Splinter
    • Thomas A. Kloet
    • Steven D. Black
  1. Gender
  2. More Diversity
  • Gender

View by years of Tenure:

  • View All
  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

  • View All
  • Audit


    Number of meetings: 11
    Chair: Thomas A. Kloet

    Audit Committee Financial Expert

    - Thomas A. Kloet

    - John D. Rainey

    - Charlene T. Begley

    - Lars R. Wedenborn

    • Lars R. Wedenborn
    • John D. Rainey
    • Melissa M. Arnoldi
    • Charlene T. Begley
    • Thomas A. Kloet
  • Finance


    Number of meetings: 3
    Chair: John D. Rainey

    • John D. Rainey
    • Adena T. Friedman
    • Essa Kazim
  • Management Compensation


    Number of meetings: 6
    Chair: Steven D. Black

    • Steven D. Black
    • Charlene T. Begley
    • Michael R. Splinter
  • Nominating & Governance


    Number of meetings: 9
    Chair: Michael Splinter

    • Michael R. Splinter
    • Thomas A. Kloet
    • Steven D. Black

View by Age:

  • View All
  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

  • View All
  • Chairman of the Board


    Michael R. Splinter
    • Michael R. Splinter
  • President and CEO


    Adena T. Friedman
    • Adena T. Friedman
Close

Melissa M. Arnoldi

President of Technology & Operations at AT&T Communications


Age: 45
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Melissa M. Arnoldi

Ms. Arnoldi has been President of Technology & Operations at AT&T Communications, a wholly owned subsidiary of AT&T Inc., a telecommunications company, since August 2017. Ms. Arnoldi has served in various capacities at AT&T since 2008 including: President of Technology Development at AT&T Services, Inc. from September 2016 to August 2017; SVP, Technology Solutions & Business Strategy, from December 2014 to September 2016; VP, IT Strategy & Business Integration, from December 2012 to December 2014; and AVP, IT from January 2008 to December 2012. Prior to AT&T, Ms. Arnoldi was a partner in the Communications & High Technology Industry Group at Accenture Ltd. from 2006 to 2008, serving in various other capacities from 1996 to 2008.

Charlene T. Begley

SVP and Chief Information Officer of General Electric Company (Former)


Age: 51
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Hilton Worldwide Holdings Inc.; Red Hat, Inc.
Qualifications:

Charlene T. Begley

Ms. Begley served in various capacities for the General Electric Company, a diversified infrastructure and financial services company, from 1988 to 2013. Ms. Begley served in a dual role as SVP and Chief Information Officer, as well as President and CEO of GE’s Home and Business Solutions Office, from January 2010 to December 2013. Previously, Ms. Begley served as President and CEO of GE’s Enterprise Solutions from 2007 to 2009. At GE, Ms. Begley served as President and CEO of GE Plastics and GE Transportation. She also led GE’s Corporate Audit staff and served as CFO for GE Transportation and GE Plastics Europe and India. Ms. Begley is a member of the Hilton and Red Hat audit and nominating and governance committees. Ms. Begley served on the Board of WPP plc from December 2013 to June 2017.

Steven D. Black

Co-CEO of Bregal Investments


Age: 65
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Steven D. Black

Mr. Black has been Co-CEO of Bregal Investments, a private equity firm, since September 2012. He was the Vice Chairman of JP Morgan Chase & Co. from March 2010 to February 2011 and a member of the firm’s Operating and Executive Committees. Prior to that position, Mr. Black was the Executive Chairman of JP Morgan Investment Bank from October 2009 to March 2010. Mr. Black served as Co-CEO of JP Morgan Investment Bank from 2004 to 2009. Mr. Black was the Deputy Co-CEO of JP Morgan Investment Bank from 2003 to 2004. He also served as head of JP Morgan Investment Bank’s Global Equities business from 2000 to 2003 following a career at Citigroup and its predecessor firms.

Adena T. Friedman

President and CEO, Nasdaq, Inc.


Age: 48
Director since: 2017
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Adena T. Friedman

Ms. Friedman was appointed President and CEO and elected to the Board effective January 1, 2017. Previously, Ms. Friedman served as President and Chief Operating Officer from December 2015 to December 2016 and President from June 2014 to December 2015. Ms. Friedman served as CFO and Managing Director at The Carlyle Group, a global alternative asset manager, from March 2011 to June 2014. Prior to joining Carlyle, Ms. Friedman was a key member of Nasdaq’s management team for over a decade including as head of data products, head of corporate strategy and CFO.

Essa Kazim

Governor, Dubai International Financial Center; Chairman, Borse Dubai and Dubai Financial Market


Age: 59
Director since: 2008
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Essa Kazim

H.E. Kazim has been Governor of the Dubai International Financial Center since January 2014. Since 2006, he has served as Chairman of Borse Dubai and Chairman of the Dubai Financial Market. H.E. Kazim began his career as a Senior Analyst in the Research and Statistics Department of the UAE Central Bank in 1988 and then he moved to the Dubai Department of Economic Development as Director of Planning and Development in 1993. He was then appointed Director General of the Dubai Financial Market from 1999-2006. H.E. Kazim is Deputy Chairman of the Supreme Legislation Committee in Dubai and a member of the Supreme Fiscal Committee of Dubai.

Thomas A. Kloet

CEO and Executive Director of TMX Group Limited (Former)


Age: 59
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Thomas A. Kloet

Mr. Kloet was the first CEO and Executive Director of TMX Group Limited, the holding company of the Toronto Stock Exchange; TSX Venture Exchange; Montreal Exchange; Canadian Depository for Securities; Canadian Derivatives Clearing Corporation and the BOX Options Exchange, from 2008 to 2014. Previously, he served as CEO of the Singapore Exchange and as a senior executive at Fimat USA (a unit of Société Générale), ABN AMRO and Credit Agricole Futures, Inc. He also served on the Boards of CME and various other exchanges worldwide. Mr. Kloet is a CPA and a member of the AICPA. He is also a member of the U.S. Commodity Futures Trading Commission’s Market Risk Advisory Committee and was inducted into the FIA Hall of Fame in March 2015. Mr. Kloet is a Trustee of Northern Funds, which offers 44 portfolios, and Northern Institutional Funds, which offers 7 portfolios. Mr. Kloet also chairs the Boards of Nasdaq’s U.S. exchange subsidiaries.

John D. Rainey

CFO and EVP, Global Customer Operations of PayPal Holdings, Inc.


Age: 47
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

John D. Rainey

Mr. Rainey joined PayPal Holdings, Inc., a technology platform and digital payments company, in August 2015 and now serves as the company’s CFO and EVP of Global Customer Operations. From August 2015 to September 2016, he served as PayPal’s SVP, CFO, and from September 2016 to December 2017, he served as the company’s EVP, CFO. Prior to joining PayPal, Mr. Rainey was EVP and CFO of United Airlines from April 2012 to August 2015. From October 2010 to April 2012, Mr. Rainey was SVP of Financial Planning and Analysis at United Airlines. Mr. Rainey served in various positions in finance at Continental Airlines prior to the merger of United and Continental.

Michael R. Splinter

Chair of the Board, Nasdaq


Age: 67
Director since: 2008
Independent: Yes
Board Committees:
Other Public Boards: Meyer Burger Technology Ltd; TSMC, Ltd.
Qualifications:

Michael R. Splinter

Mr. Splinter was elected Chairman of Nasdaq’s Board effective May 10, 2017. He is a business and technology consultant and the co-founder of WISC Partners, a regional technology venture fund. He served as Executive Chairman of the Board of Directors of Applied Materials, a leading supplier of semiconductor equipment from 2009 until he retired in June 2015. At Applied Materials, he was also President and CEO. An engineer and technologist, Mr. Splinter is a 40-year veteran of the semiconductor industry. Prior to joining Applied Materials, Mr. Splinter was a long-time executive at Intel Corporation. Mr. Splinter was elected to the National Academy of Engineers in 2017. Mr. Splinter is a member of Meyer Burger Technology’s compensation committee and TSMC’s audit and compensation committees.

Jacob Wallenberg

Chairman, Investor AB


Age: 62
Director since: 2018
Independent: Yes
Board Committees:
Other Public Boards: ABB Ltd; Investor AB; Telefonaktiebolaget LM Ericsson
Qualifications:

Jacob Wallenberg

Mr. Wallenberg has been Chairman of the Board of Investor AB since 2005. Previously, he served as Vice Chairman of Investor AB from 1999 to 2005 and as a member of Investor AB’s Board since 1998. Mr. Wallenberg was the President and CEO of Skandinaviska Enskilda Banken AB in 1997 and the Chairman of its Board of Directors from 1998 to 2005. Mr. Wallenberg also was EVP and CFO of Investor AB from 1990 to 1993. Mr. Wallenberg is a member of the governance and nomination committee at ABB Ltd, the audit and risk and remuneration committees at Investor AB and the finance committee at Telefonaktiebolaget LM Ericsson. Mr. Wallenberg is currently on the Board of SAS AB, where he serves on the remuneration committee, but he is not standing for reelection at their Annual General Meeting on April 10, 2018.

Lars R. Wedenborn

CEO of FAM AB


Age: 59
Director since: 2008
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Lars R. Wedenborn

Mr. Wedenborn is CEO of FAM AB, which is wholly owned by the Wallenberg Foundations. He started his career as an auditor. From 1991 to 2000, he was Deputy Managing Director and CFO at Alfred Berg, a Scandinavian investment bank. He served with Investor AB, a Swedish industrial holding company, as EVP and CFO from 2000 to 2007. Mr. Wedenborn was a member of the Board of OMX AB prior to its acquisition by Nasdaq. Mr. Wedenborn was elected Chairman of the Nasdaq Nordic Ltd. Board in October 2009.

Meeting Highlights

The Venue

Nasdaq MarketSite Four Times Square
New York, New York 10036

Date/Time:

April 24, 2018 08:30 a.m.Eastern Daylight Time

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
Elect ten directors for a one-year term check-box
Approve the company’s executive compensation on an advisory basis check-box
Approve the Nasdaq, Inc. Equity Incentive Plan, as amended and restated check-box
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 check-box
Consider a stockholder proposal described in the accompanying proxy statement, if properly presented at the meeting x

Title Goes Here