MARKETAXESS HOLDINGS INC (MKTX)
Sector: Financials
2026 Annual Meeting Analysis
MARKETAXESS HOLDINGS INC · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
9
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of 12 Directors
Against Analysis
Mr. Hernandez has served since September 2023 (over 24 months), so the new-director exemption does not apply; MKTX's stock has fallen about 47% over three years while the company's own compensation peers gained a median of roughly 65%, a gap of nearly 112 percentage points that far exceeds the 20-point trigger threshold for negative absolute returns, and the five-year record is equally weak, so the 5-year mitigant does not rescue the vote.
Mr. Concannon has served as a director since January 2019 and as CEO since April 2023, making him fully accountable for the performance period; MKTX's stock has lost nearly 47% over three years while the company's own compensation peers gained a median of about 65%, a gap of nearly 112 percentage points that far exceeds the policy trigger, and the five-year record shows an even larger shortfall, so no mitigant applies.
Ms. Altobello has served since April 2019 and her tenure fully overlaps the underperformance period; the stock's roughly 112-percentage-point shortfall versus the peer group median far exceeds the trigger threshold, and the five-year record does not provide relief, so a vote against is warranted.
Mr. Begleiter has served since April 2012 and his lengthy tenure fully encompasses the underperformance period; MKTX's nearly 112-percentage-point gap behind the peer group median triggers a vote against, and the five-year data confirms the underperformance is not a recent aberration.
Ms. Chwick has served since October 2013 and her tenure fully overlaps the underperformance period; the roughly 112-percentage-point shortfall versus the peer group median far exceeds the trigger threshold, and the five-year record provides no relief.
Mr. Cruger has served since November 2013 and his lengthy tenure fully encompasses the underperformance period; MKTX's nearly 112-percentage-point gap behind the peer group median triggers a vote against, and the five-year record confirms sustained underperformance.
Ms. Gibson has served since July 2020, giving her tenure that meaningfully overlaps the underperformance period; the roughly 112-percentage-point gap behind the peer median far exceeds the trigger threshold and the five-year record provides no mitigation.
Mr. Ketchum has served since April 2017 and his tenure fully overlaps the underperformance period; MKTX's nearly 112-percentage-point gap behind the peer group median triggers a vote against, and the five-year record confirms the underperformance is sustained.
Ms. Portney has served since October 2017 and her tenure fully overlaps the underperformance period; the roughly 112-percentage-point gap behind the peer median far exceeds the trigger threshold and the five-year record provides no mitigation.
For Analysis
Mr. Cifu joined the board in March 2026, which is within the 24-month new-director exemption window, so the TSR trigger does not apply and he receives a vote in favor.
Mr. Hoornweg joined the board in March 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply and he receives a vote in favor.
Mr. Schiciano joined the board in March 2026, which is within the 24-month new-director exemption window, so the TSR trigger does not apply and he receives a vote in favor.
MKTX's stock has declined about 47% over the past three years while the company's own compensation peer group gained a median of roughly 65%, a gap of nearly 112 percentage points that far exceeds the policy trigger for directors with negative absolute returns; the five-year record is equally weak (MKTX -65% vs. peer median +32%), so the 5-year mitigant does not apply for any director. Nine of the twelve nominees have tenure exceeding 24 months and are voted AGAINST; the three newest directors (Cifu, Hoornweg, Schiciano) joined within the past 24 months and are exempt from the TSR trigger, receiving a FOR vote.
Say on Pay
✓ FORCEO
Christopher R. Concannon
Total Comp
$7,101,027
Prior Support
98%%
CEO total compensation of approximately $7.1 million is reasonable for a financial technology company of MKTX's size and market position, and base salary represents only about 11% of total pay, well below the 40% fixed-pay threshold. The compensation structure is heavily performance-based — 89% of the CEO's total pay is variable, including performance stock awards tied to U.S. credit market share, revenue growth, and operating margin over a three-year period, and the 2023 performance awards paid out at only 43% of target, demonstrating that the program genuinely penalizes underperformance. The prior Say on Pay vote received 98% support, there are no governance red flags in the program design, and the pay mix and clawback policies meet policy standards, so a FOR vote is warranted.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
26 yrs
Audit Fees
$3,712,661
Non-Audit Fees
$417,750
PwC has audited MarketAxess since the company's formation in 2000, a relationship of roughly 26 years that exceeds the policy's 25-year tenure threshold; the proxy acknowledges the long relationship and states the audit committee believes continued retention is in the best interests of shareholders, but does not disclose a specific multi-year rotation plan or other compelling rationale sufficient to waive the trigger. Non-audit fees of approximately $418,000 represent about 11% of audit fees, well within the 50% threshold, so the fee ratio does not raise concerns.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Regarding Changes to Existing Stockholder Special Meeting Right
John Chevedden is a well-known governance activist whose proposals generally deserve serious consideration, but this specific proposal asks to lower the special meeting ownership threshold from 25% to 10% and eliminate the one-year holding requirement — a framework that shareholders themselves approved by an overwhelming 88% vote at the 2024 annual meeting. The most recent version of this proposal (removing the holding period) received only 19% support in 2025, far below the 30% level that would signal a real shareholder concern, indicating that the existing framework reflects the genuine preferences of the company's investor base. Because shareholders have already expressed a clear preference for the current structure and the proposal's prior-year support is very low, a vote against is appropriate.
Overall Assessment
The 2026 MarketAxess annual meeting ballot presents a significant governance concern: MKTX's stock has lost nearly 47% over three years while the company's own compensation peers gained a median of 65%, triggering policy-based AGAINST votes for nine of the twelve director nominees (those serving more than 24 months), while the three newest directors are exempt. The auditor ratification also receives an AGAINST vote due to PwC's 26-year tenure exceeding the policy threshold, while Say on Pay passes given a well-structured, heavily performance-based program with 98% prior support, and the Chevedden special-meeting proposal is voted against given its very low 19% prior-year support and the shareholders' own 88% approval of the current framework in 2024.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing