NDAQ DEF 14A Report ended April 23, 2019

“Our executives create our strategy and drive our corporate culture. The

Board challenges the strategy and ensures the alignment of the strategy and

corporate culture with a focus on long-term value creation.”

“We are focused on creating sustainable value with emphasis on

organic revenue growth across our businesses while maintaining

healthy expense discipline, with the goal to drive a strong return

on invested capital and double digit total stockholder return.”

A D E N A    T.    F R I E D M A N

President & CEO, Nasdaq

A central component to our business strategy is a broad understanding that we are
operating in a fast-moving and dynamic environment driven by rapid technological
change and shifting client demands. The investments we made in the Nasdaq Financial
Framework, our next generation market technology platform, are of particular
importance. The Nasdaq Financial Framework infrastructure can be delivered for the
first time as a hosted solution, unlocking new growth opportunities and enabling
material operating efficiencies.

While this investment initiative is long-term in nature, the client response has been
encouraging, and we were incredibly excited to announce our partnership with NSE,
the largest exchange in India and one of the largest exchanges in the world by volume.
NSE agreed to replace its clearing and settlement systems with architecture using the
Nasdaq Financial Framework to allow clearing and settlement of all asset classes in
one system. In April, Gemini, the digital asset exchange and custodian, announced it
will leverage our SMARTS market surveillance technology to monitor its marketplace
and surveil activity across the Gemini auction process that is used to determine the
settlement price for certain Bitcoin futures. In total, our Market Technology segment
signed 12 new market infrastructure operator clients and 20 new buy- and sell-side
clients for our surveillance solutions in 2018, nearly double the number of clients signed
in 2017.

We have also started to evolve how the Nasdaq Financial Framework can benefit
enterprises outside of traditional financial markets, such as those in the advertising,
insurance and gaming and wagering industries. While this “markets everywhere”
opportunity is still in the early stages, we are seeing encouraging progress with notable
partnerships in Hong Kong and Stockholm and look forward to sharing exciting updates
later in the year.

Finally, we optimized our portfolio through the successful sale of our Public Relations
Solutions and Digital Media Services businesses to West Corporation in mid-2018 and
the recently announced agreement to sell BWise to SAI Global. These divestitures
allow us to shift resources, people and capital to growth opportunity areas within the
company, while also maintaining investments in core businesses.

72%

U.S. IPO win-rate

186

U.S. IPOs listed on

the Nasdaq Stock

Market in 2018

The Quality of the U.S. and European Capital Markets

2018 also was a notable year for new listings at Nasdaq – our sixth consecutive year as market leader
in the number of IPOs in the U.S. We led U.S. exchanges with a 72% win-rate, welcoming 186 IPOs,
with new listings raising $27.7 billion. However, despite favorable market conditions for the majority of
the year, there are still fewer publicly listed companies today than there were 25 years ago. We remain
committed to working toward many of the market overhaul objectives we laid out in our blueprint, “The
Promise of Market Reform: Reigniting America’s Economic Engine,” and there have been numerous
developments worthy of celebration.

In July, the U.S. House of Representatives passed JOBS Act 3.0 by a 406-4 bipartisan vote that
advances many aspects of our blueprint’s agenda. We saw the SEC affirm how important transparency
is to well-functioning markets, and we were proud to share some of our ‘Revitalize’ agenda through
participation in the agency’s roundtable on thinly-traded securities. Separately, we continue to be vocal
in support of improving the market structure for thinly-traded exchange traded products.

We remain committed to advocating for reforms that improve market structure and aim to ease
regulatory challenges our corporate clients are facing. In April 2018, we participated in an SEC
roundtable to discuss market structure for small and mid-cap securities, following which we submitted
an application for a rule change that would ease the pressures of fragmented trading, and we continue
to be engaged with policy makers and regulators on various issues pertinent to our clients. This
includes obtaining signatures from more than 300 listed companies to propose SEC oversight of proxy
advisors and supporting the SEC’s proposal to extend “test-the-waters” reform by allowing all issuers
to communicate with potential investors about a possible IPO or other registered securities offerings.

CEO

Chief Executive Officer

CFO

Chief Financial Officer

COBRA

Consolidated Omnibus Budget Reconciliation Act

ECIP

Executive Corporate Incentive Plan

EPS

Earnings Per Share

Equity Plan

Nasdaq’s Equity Incentive Plan

ERM

Enterprise Risk Management

ESG

Environmental, Social and Governance

ESPP

Employee Stock Purchase Plan

Exchange Act

Securities Exchange Act of 1934, as amended

EVP

Executive Vice President

FASB ASC Topic 718

Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation”

GAAP

Generally Accepted Accounting Principles

H.E.

His Excellency

IPO

Initial Public Offering

M&A

Mergers and Acquisitions

NEO

Named Executive Officer

PCAOB

Public Company Accounting Oversight Board

People@Nasdaq

Nasdaq’s Human Resources Department

PSU

Performance Share Unit

ROIC

Return on Invested Capital

RSU

Restricted Stock Unit

SEC

U.S. Securities and Exchange Commission

S&P 500

S&P 500 Stock Market Index

SVP

Senior Vice President

TSR

Total Stockholder Return

“Integrity is at the foundation of everything we do – it is a critical enabler

of our mission to build an enduring brand, serve our clients and attract top

talent. Everything that we do grows out of that fundamental commitment to

doing the right thing.”

Proposal

Recommendation

The Board and the Nominating & Governance Committee believe that the 11 director nominees possess the skills, experience and diversity to advise management on the company’s strategy for long-term value creation, as well as to monitor performance and provide effective oversight of strategy execution and risk.

The company seeks a non-binding advisory vote to approve the compensation of its NEOs as described in the Compensation Discussion and Analysis section beginning on page 67. The Board values stockholders’ opinions and the Management Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

The Board and Audit Committee believe that the retention of Ernst & Young LLP to serve as the company’s independent auditor for 2019 is in the best interests of the company and its stockholders.

Proposal 4. Stockholder Proposal – Right to Act by Written Consent (Page 112)

As in 2015, 2017 and 2018, the Board believes that the stockholder proposal to allow action by written consent is not in the best interests of Nasdaq and its stockholders and urges stockholders to reject the proposal as they have done at each of the past annual meetings in which it was presented.

In this proxy statement, TSR for a particular period of time is calculated by adding cumulative dividends to the ending stock price, and dividing this by the beginning stock price. A 30-day average is used to calculate the beginning and ending stock prices.

Net revenues were $2,526 million in 2018, an increase of 5% compared to 2017, resulting from 8% organic growth, partially offset by a 3% reduction from the net impact of the divestiture and acquisition of businesses.

Name and

Classification ¹

Age

Director
Since

Principal Occupation

Independent

Current Committee

Memberships

Other
Public

Company
Boards

AC

FC

MCC

NGC

Melissa M. Arnoldi

Non-Industry; Public

CEO,

Vrio Corp.,

a subsidiary of AT&T Inc.

Charlene T. Begley

Non-Industry; Public

Retired SVP & Chief Information Officer, General Electric Company

Steven D. Black

Non-Industry; Public

Co-CEO,

Bregal Investments

Adena T. Friedman

Staff

Essa Kazim

Non-Industry

Governor,

Dubai International Financial Center; Chairman,

Borse Dubai and Dubai Financial Market

Thomas A. Kloet

Non-Industry; Public

Retired CEO & Executive Director,

TMX Group Limited

John D. Rainey

Non-Industry; Issuer

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

Michael R. Splinter ²

Non-Industry; Public

Retired Chairman and CEO,

Applied Materials, Inc.

Jacob Wallenberg

Non-Industry

Chairman,

Investor AB

Lars R. Wedenborn

Non-Industry

CEO,

FAM AB

Alfred W. Zollar

Non-Industry; Public

Executive Partner,

Siris Capital Group, LLC

Number of Meetings Held in 2018

In accordance with SEC requirements to ensure that balanced viewpoints are represented on our Board of Directors, Nasdaq’s By-Laws require that all directors be classified as: Industry Directors; Non-Industry Directors, which may be further classified as either Issuer Directors or Public Directors; or Staff Directors. The requirements for each classification are outlined in the By-Laws.

Mr. Splinter is serving as Chairman of the Board from April 2018 through the 2019 Annual Meeting of Stockholders.

Audit Committee

Finance Committee

Management Compensation Committee

Nominating & Governance Committee

CAPITAL

MARKETS

CYBERSECURITY

ENVIRONMENTAL
& SOCIAL

FINTECH

M&A

PUBLIC COMPANY
BOARD &
CORPORATE
GOVERNANCE

RISK
MANAGEMENT

STRATEGIC
VISION &
LEADERSHIP

73%

8 CURRENT & FORMER
CEOS OR CHAIRMEN

27%

3 CURRENT & FORMER
EXCHANGE OFFICIALS

2 YEARS OR LESS 5 YEARS OR LESS

27%

3 WOMEN

18%

2 ETHNICALLY DIVERSE

27%

3 BORN OUTSIDE

THE U.S.

36%

4 WORK OUTSIDE

THE U.S.

10 YEARS OR LESS

64%

If each director nominee is elected to the Board at the 2019 Annual Meeting of Stockholders, 64% of the Board will be diverse in terms of gender, ethnicity or nationality.

Director Age

46       57.8        68

AVERAGE AGE

Statistics in this chart are calculated with respect to the 11 Board nominees listed on the prior page.

STOCKHOLDER LEVEL

OF PARTICIPATION

STOCKHOLDERS WHO VOTED

IN SUPPORT OF PRESIDENT & CEO

STOCKHOLDERS WHO VOTED IN

SUPPORT OF CHAIRMAN OF THE BOARD

PERCENTAGE RANGE OF VOTES FOR OTHER

DIRECTOR NOMINEES

STOCKHOLDERS WHO VOTED IN SUPPORT

OF 2018 SAY ON PAY PROPOSAL

These voting results exclude excess shares that were ineligible to vote as a result of the 5% voting limitation in the Company’s Amended and Restated Certificate of Incorporation.

Annual Stockholder Outreach Cycle

Nasdaq believes that strong corporate governance should include regular, constructive year-round engagement with portfolio managers and investment stewardship teams. We actively listen to our institutional stockholders’ investment stewardship teams as part of our annual engagement cycle as described below.

» Active outreach with institutional holders to discuss important governance items to be considered at Annual Meeting

» Publish annual communications to stockholders: annual report, proxy statement and 10-K

» Conduct Annual Meeting

» Post Annual Meeting results on Nasdaq website

» Engage with investors through industry conferences, non-deal roadshows and meetings

» Webcasts of most conference presentations are available to all investors, including individual investors

» Review results and feedback from Annual Meeting with institutional holders

» Share investor feedback with the entire Board

» Active outreach with institutional holders to discuss vote and follow-up issues

» Engage with investors through industry conferences, non-deal roadshows and meetings

» Webcasts of most conference presentations are available to all investors, including individual investors

» Conduct annual Board assessment of governance, including feedback of stockholders

» Active outreach with institutional holders to identify focus and priorities for the coming year

» Engage with investors through industry conferences, non-deal roadshows and meetings

» Conduct annual perception study

» Webcasts of most conference presentations are available to all investors, including individual investors

» Active outreach with institutional holders to understand their priorities in the areas of corporate governance, executive compensation, ESG and other disclosures

» Share investor feedback with the entire Board

» Review governance best practices and trends, regulatory developments and our governance framework

» Engage with investors through industry conferences, non-deal roadshows and meetings

» Webcasts of most conference presentations are available to all investors, including individual investors

What We Heard

What We Did

Nasdaq Corporate Strategy and Focus on Long-Term Value Creation

Strategic Pivot, Capital Allocation, Strategic Investments

» At our Investor Day in March 2018, we communicated a clear framework for our strategic pivot and capital allocation priorities with clear metrics to measure success.

» We advanced our strategic repositioning to maximize opportunities as a technology, markets and analytics provider with significant, strategic organic investments in the Nasdaq Financial Framework, SMARTS Data Discovery, Nasdaq Private Market and eVestment Private Markets, supplemented by the acquisitions of Cinnober and Quandl.

» We divested the Public Relations Solutions and Digital Media Services businesses that were formerly a part of our Corporate Solutions business.

» We increased the revenue growth targets for our non-transactional businesses and established a target ROIC rate of greater than or equal to 10% for organic and inorganic investments.

» We increased the regular dividend by 16% to $0.44 per share consistent with our Board’s policy to provide stockholders with regular and growing dividends over the long term as earnings and cash flow grow.

» Our share repurchase program continued with the primary objective of maintaining a stable share count, while also returning the after-tax proceeds from the divestiture to stockholders through share repurchases.

Board Governance and Oversight

Board Composition, Refreshment,
Assessment, Training/Education

» We continue to align our board composition with our strategic direction with the nomination of Alfred W. Zollar, an Executive Partner at Siris Capital Group, LLC and former executive at IBM, for election to the Board at the 2019 Annual Meeting.

» Our Board conducted year-round planning for director succession and refreshment to ensure an appropriate mix of skills, experience, tenure and diversity.

» We enhanced both our written and in-person board evaluations and self-assessments.

» A majority of our independent directors attended continuing education and professional director development sessions throughout the year.

Remuneration and Compensation

Alignment of Pay Policies
with Corporate Strategy

» We reformulated our company values as actionable behavior statements, providing the ability to measure, recognize and reward employees who model these expectations.

» The Management Compensation Committee of our Board reviewed and approved:

» a new executive compensation peer group in alignment with our corporate strategy;

» a total rewards philosophy and pay structure to ensure alignment with the corporate strategy in a challenging and competitive labor market; and

» performance goals for incentive compensation that incent execution of corporate strategy.

People Practices
(Human Capital Management)

Alignment of Culture with Corporate Strategy

» We focused on the employee experience by increasing our capacity to listen to and learn from employees, including “listening tours” at a number of our offices, surveys of all new hires and a global employee engagement survey.

» We developed new leadership expectations accompanied by a new training curriculum to enhance our leadership capabilities in driving our innovative and agile culture.

» We expanded the global footprint of our Young Professionals Program, a comprehensive two- year professional development program for new college graduates, including a certificate in Digital Innovation from a prestigious university, in order to build a strong talent pipeline.

» We expanded our commitment to diversity, equality and inclusion through the creation of five new internal employee affinity groups. We also provided formal training for senior leaders on diversity and inclusion topics, including micro-inequities.

» We furthered our commitment to innovation through our Nasdaq Next program, which encourages employees to have a growth mindset.

What We Heard

Environmental and Social Issues

Oversight, Assessment, Goals and Metrics

»

»

»

The Nominating & Governance Committee of our Board expanded its responsibilities to include oversight of environmental and social policies, practices, initiatives and reporting.

We identified key environmental and social areas of focus for Nasdaq through creation of an ESG Steering Committee.

We identified environmental and social goals and metrics for 2019.

»

The Board, through the Audit Committee, continued to set Nasdaq’s risk appetite – the boundaries in which Nasdaq’s management operates while achieving the corporate objectives. The risk governance structure monitors adherence to the risk appetite, and risk reporting provides management, risk committees and the Audit Committee with information to facilitate risk-informed decision-making.

The Audit Committee continued its robust oversight of our information/cybersecurity program and breach preparedness, and Nasdaq engaged an external auditor to review the program for maturity and improvement.

Managing Global Enterprise Risk

Comprehensive Risk Oversight by the Audit Committee, Ethical Culture, SpeakUp! Program

We increased risk transparency and awareness by engaging employees at all levels of the organization through employee training, a risk incident capture program and risk assessments.

We strengthened our business continuity and disaster recovery management programs to minimize any negative impact to the organization in the event of a crisis.

Our President and CEO and other executive officers frequently communicated with employees about our culture of integrity.

Similar to prior years, we achieved 100% compliance by all active employees with our annual Code of Ethics certification requirement.

We reinforced the importance and accessibility of our SpeakUp! Program – an enterprise-wide program that provides associates multiple channels to seek ethics and compliance guidance, report suspected misconduct or identify concerns – with employees through broad communications, refreshed signage and manager-training materials.

We conducted enterprise-wide in-person trainings, team presentations and workshops to prepare our employees and business units for the implementation of the General Data Protection Regulation.

We enhanced our supply chain risk management program to address regulatory expectations and the risk associated with the use of third parties to support our operations. This includes both promoting ethics by our suppliers and monitoring them for risk.

Stockholder Proposals

Right to Act by Written Consent

»

We engaged with our investors about the voting results from the 2018 Annual Meeting of Stockholders, including the results on the stockholder proposal on the right to act by written consent. Our conversations with investors are consistent with the voting results on this issue – while some view written consent as an important right, the majority of our stockholders did not express support for adopting it.

Meetings and Meeting Attendance

The Board held 11 meetings during the year ended December 31, 2018, and the Board met in Executive Session without management present during 10 of those meetings. None of the current directors attended fewer than 82% of the meetings of the Board and those Committees on which the director served during the 2018 fiscal year. Nasdaq’s policy is to encourage all directors to attend annual and special meetings of our stockholders. All current members of the Board who were directors at the time of the Annual Meeting held on April 24, 2018, attended the 2018 Annual Meeting.

Nasdaq’s Board: By the Numbers in 2018

11

Meetings held by

the Board

10

Times the Board met in

Executive Session without

management present

32

Total Board and

Committee meetings

100%

of the current members of the Board

who were directors at the time of the

Annual Meeting held on April 24, 2018,

attended the 2018 Annual Meeting

Director Orientation and Continuing Education

Our comprehensive and robust orientation programs familiarize new directors with Nasdaq’s businesses, strategies and policies. We also provide year-round in-person or telephonic tutorials to educate Board members on emerging and evolving initiatives and strategies. Our directors receive frequent updates on recent developments, press coverage and current events that relate to our strategy and business.

Newly elected directors are paired with an experienced director for ongoing mentorship.

Directors regularly attend continuing education programs at external organizations and universities to enhance the skills and knowledge used to perform their duties on the Board and relevant Committees. In 2018, 70% of our directors attended continuing education programs.

Attendance at these programs provides our directors with additional insight into our business and industry and gives them valuable perspective on the performance of our company, the Board, our President and CEO and members of senior management.

» Producing ESG-Focused Products for Clients and Listed Companies

• Nasdaq maintains the ESG Data Portal, which is a centralized distribution point that offers investors access to standardized ESG data from Nordic listed companies.

• We launched ESG futures based on the OMXS30 ESG Responsible Index in Sweden; the product is the first exchange-listed and ESG-compliant index future in the world.

• We conducted the ESG Pilot Program, which used a European focus group to illuminate ways for our global markets to reach better and more practical ESG reporting.

• The Nasdaq Sustainable Debt Markets in the Nordics more than doubled during 2018, driven by the entrance of 18 new issuers, green bonds from three new countries and innovative retail instruments in Sweden. New segments for sustainable commercial paper, structured bonds and retail corporate bonds were also launched.

» Serving as an ESG Thought Leader for Listed Companies and the Public

• The Nasdaq ESG Reporting Guide serves as a baseline template for listed companies in the Nordics and reinforces the business case for voluntary disclosure.

• We hosted a sustainable business forum, “The Intersection of Entrepreneurship & Climate Innovation” at the Nasdaq Entrepreneurial Center, as part of the Global Climate Action Summit.

• We launched the Green Voices of Nasdaq Nordic campaign, where investors and issuers talk about leveraging the green bond market to support sustainable development.

The Nasdaq Entrepreneurial Center is a separate, non-profit organization established with the support of the Nasdaq Educational Foundation. The Center’s mission is to deliver resources and mentoring to enable entrepreneurs across the globe to realize their potential. Since launching in September 2015, The Center has developed over 500 original programs that have benefited over 15,000 entrepreneurs worldwide. In keeping with a commitment to advancing inclusivity, the Center is proud that 48% of its entrepreneurs are women. To learn more about The Center, please visit: http://thecenter.nasdaq.org .

The Nasdaq Educational Foundation is also a separate, non-profit organization. The Foundation’s mission is to connect the business, capital and innovative ideas that advance global economies. In 2018, the Foundation also supported academic programs on entrepreneurship at Columbia University, Fordham University, the University of North Carolina at Chapel Hill and the University of Texas at Austin.

500+

Original Programs
Developed

48%

of The Center’s
Entrepreneurs
are Women

Skills

Attributes

Capital

Markets

Cyber-

Security

Environ-

mental &

Social

FinTech

M&A

Public
Company
Board &
Corporate
Governance

Risk
Management

Strategic
Vision &
Leadership

Diverse
Backgrounds

Willingness
to Challenge the Status
Quo &
Provide a
Strong View of the Future

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

Alfred W. Zollar

Skills & Attributes Key

Strategic Vision & Leadership: Strategic vision assists the Board in evaluating Nasdaq’s corporate strategy and strategic initiatives. Experience in a leadership position provides practical insight into the skills needed to advance the corporate strategy and enhances the ability to recognize those skills in others.

Ms. Arnoldi has been CEO of Vrio Corp., AT&T’s Latin America digital entertainment services business, which operates under the SKY brand in Brazil and the DIRECTV brand elsewhere, since August 2018. Ms. Arnoldi has served in various capacities at AT&T Inc., a telecommunications company, since 2008, including: President of Technology & Operations at AT&T Communications from August 2017 to August 2018; 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.

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 the Chair of the Hilton audit committee, a member of the Red Hat audit committee and a member of the Hilton and Red Hat nominating and governance committees. Ms. Begley served on the Board of WPP plc from December 2013 to June 2017.

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. Mr. Black is a member of The Bank of New York Mellon’s human resources and compensation, corporate governance and nominating and corporate social responsibility committees.

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.

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.

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 and was inducted into the FIA Hall of Fame in March 2015. Mr. Kloet is Vice Chairman of the Board of Trustees of Northern Funds, which offers 43 portfolios, and Northern Institutional Funds, which offers 7 portfolios. Mr. Kloet also chairs the Boards of Nasdaq’s U.S. exchange subsidiaries.

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 1988. 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 committee at Investor AB and the finance committee at Telefonaktiebolaget LM Ericsson. Mr. Wallenberg was Vice Chairman of the Board of SAS AB from 2001 to 2018.

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 Chairman of the Nasdaq Nordic Ltd. Board from October 2009 to November 2018. Mr. Wedenborn is the Chair of the audit committee at SKF AB.

Mr. Zollar has been an Executive Partner at Siris Capital Group, LLC, a private equity firm, since February 2014. Mr. Zollar served as General Manager of the Tivoli Software division of International Business Machines Corporation, a provider of information technology, products and services, from July 2004 to January 2011. He held numerous other roles at IBM, including General Manager of IBM iSeries and General Manager of IBM Lotus Software. Mr. Zollar is a member of the Red Hat and PSEG audit committees, the Chair of the PSEG finance committee and a member of the PSEG fossil and nuclear generation operations oversight committees. Mr. Zollar served as a director of The Chubb Corporation from 2001 until 2016.

Board Committees

Our Board has four standing Committees: an Audit Committee, a Finance Committee, a Management Compensation Committee and a Nominating & Governance Committee. Each of these Committees, other than the Finance Committee, is composed exclusively of directors determined by the Board to be independent. The Chair of each Committee reports to the Board in Chairman’s Session or Executive Session on the topics discussed and actions taken at each meeting. Each of these Committees operates under a written charter that includes the Committee’s duties and responsibilities.

A description of each standing Committee is included on the following pages.

Our Board has four standing Committees:

» Audit Committee

» Finance Committee

» Management Compensation Committee

» Nominating & Governance Committee

“Managing risk and ensuring long-term

sustainability is our primary focus. Using

Nasdaq’s enterprise risk approach, the Audit

Committee focuses extensively on critical

areas such as technology and cybersecurity,

financial reporting, legal and regulatory

matters and ethics.”

T H O M A S    A .    K L O E T

Audit Committee

KEY OBJECTIVES:

» Oversees Nasdaq’s financial reporting process on behalf of the Board.

» Appoints, retains, approves the compensation of and oversees the independent registered public accounting firm.

» Assists the Board by reviewing and discussing the quality and integrity of accounting, auditing and financial reporting practices at Nasdaq, including assessing the staffing of employees in these functions.

» Assists the Board by reviewing the adequacy and effectiveness of internal controls and the effectiveness of Nasdaq’s ERM and regulatory programs.

» Assists the Board by reviewing and discussing cybersecurity risks, data and privacy protection and technology initiatives.

9

Meetings in 2018

Thomas A. Kloet (Chair)

Melissa M. Arnoldi

Charlene T. Begley

John D. Rainey

Lars R. Wedenborn

» Reviews and approves or ratifies all related person transactions, as further described below under “Certain Relationships and Related Transactions.”