Sector: Financials
NASDAQ INC · Meeting: June 10, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2017 with no overboarding concerns (0 outside public boards); NDAQ's 3-year return of 66% outperforms the peer group median of 15% by +51pp, well below the 65pp threshold required to trigger a vote against under the strong-positive TSR tier, so no TSR flag applies.
Director since 2014 with 2 outside public boards (well within the 4-board limit); NDAQ's TSR outperformance of +51pp versus the peer group median does not meet the 65pp threshold required to trigger a vote against, and she serves as Audit Committee financial expert with appropriate credentials.
As Chair and CEO and a director since 2017, Friedman is subject to the TSR trigger like all directors; NDAQ's 3-year return of 66% outperforms the peer group median by +51pp, which does not exceed the 65pp threshold for the strong-positive TSR tier, so no TSR-based vote against applies, and she holds 0 outside public boards.
Director since 2008 with 1 outside public board; NDAQ's 3-year TSR outperformance of +51pp versus the peer group median does not trigger a vote against under the strong-positive TSR tier (threshold is 65pp), and no other policy flags are present.
Director since 2015 with 0 outside public boards; serves as Audit Committee Chair and is a certified CPA meeting financial expertise requirements; NDAQ's 3-year TSR outperformance of +51pp versus the peer group median does not meet the 65pp vote-against threshold.
Director since 2024 — fewer than 24 months of tenure as of the June 2026 meeting date, making her exempt from the TSR trigger under the new-director exemption; she holds 0 outside public boards and brings relevant asset management expertise.
Director since 2023 with 0 current outside public boards; the 24-month new-director exemption window is close to expiring given a June 2023 start but the TSR trigger does not independently fire (gap of +51pp vs. 65pp threshold), so no vote against is warranted.
Lead Independent Director since 2008 with 3 outside public boards (within the 4-board limit); NDAQ's 3-year TSR outperformance of +51pp versus the peer group median does not reach the 65pp threshold required to trigger a vote against under the strong-positive TSR tier.
Director since 2022 with 1 outside public board; as a sitting CEO of a public company (SEB) he holds only 1 outside board seat, which is within the policy limit of fewer than 2 for sitting CEOs; NDAQ's TSR outperformance does not trigger a vote against.
Director since 2021 with 0 current outside public boards; NDAQ's 3-year TSR outperformance of +51pp versus the peer group median does not meet the 65pp vote-against threshold, and she brings relevant technology and human capital expertise to the Audit and Compensation committees.
Director since 2023 with 2 outside public boards (within the limit); as Chair and CEO of InvestCloud he is a sitting CEO of a private company (not a public company), so the sitting-CEO overboarding rule does not apply; NDAQ's TSR outperformance does not trigger a vote against.
Director since 2019 with 2 outside public boards (within the limit); NDAQ's 3-year TSR outperformance of +51pp versus the peer group median does not reach the 65pp vote-against threshold under the strong-positive TSR tier, and no other policy flags are present.
All 12 director nominees receive a FOR vote. NDAQ's 3-year price return of 66% outperforms the company-disclosed peer group median of 15% by +51 percentage points. Under the strong-positive TSR tier (absolute 3-year return above 20%), the vote-against threshold is 65pp of underperformance — NDAQ is actually outperforming, so the TSR trigger does not apply to any director. No director is overboarded, no independence violations were identified on audit or compensation committees, attendance was satisfactory for all directors (each served ≥85% attendance), and the board discloses a skills matrix. Kathryn A. Koch joined in 2024 and is exempt from the TSR trigger under the 24-month new-director exemption.
CEO
Adena T. Friedman
Total Comp
$25,014,550
Prior Support
N/A
CEO Adena Friedman received total compensation of $25,014,550 for 2025, comprising a base salary of $1,359,616 (approximately 5.4% of total pay), a cash incentive of $6,086,509, and equity awards of $17,491,321 — meaning roughly 94% of her pay is variable and performance-linked, which far exceeds the policy's 50-60% variable pay requirement and reflects a strongly performance-oriented structure. NDAQ's 3-year total shareholder return of 66% substantially outperforms the company-disclosed peer group median of 15% by +51 percentage points, confirming that above-benchmark incentive pay is well-justified by shareholder outcomes. The pay mix emphasizes long-term equity awards (including performance stock awards tied to multi-year TSR metrics), aligns with the company's strong operational and financial results in 2025, and the program includes a meaningful clawback policy consistent with post-Dodd-Frank requirements.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$8,260,461
Non-Audit Fees
$1,876,648
Non-audit fees (tax fees of $663,115 plus all other fees of $0 in 2025, plus audit-related fees of $1,213,533 totaling approximately $1,876,648) represent about 22.7% of total audit and audit-related fees of $8,260,461 — well within the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm appropriate for a company of NDAQ's size and complexity. Auditor tenure was not explicitly disclosed in the proxy, so the tenure trigger does not fire per policy.
The 2026 Nasdaq annual meeting presents a clean ballot with no contested votes: all 12 director nominees earn a FOR vote on the strength of NDAQ's 66% three-year total shareholder return that substantially outperforms its peer group, Ernst & Young's ratification passes easily with non-audit fees at only ~23% of audit fees, and the Say on Pay proposal warrants support given a heavily performance-linked pay structure and strong alignment between executive pay outcomes and shareholder returns. No stockholder proposals were identified in the filing beyond the three standard management-sponsored proposals.
26 companies disclosed in 2026 proxy filing
