Nasdaq, Inc. Amended and Restated Board Compensation Policy for Non-Employee Directors (June 2025)

Summary

This policy outlines the compensation structure for non-employee directors of Nasdaq, Inc., effective June 11, 2025. Directors receive an annual retainer, equity awards, and additional fees for serving as committee chairs or members. Compensation can be taken in cash or equity, with elections made annually. Equity is granted as restricted stock units and vests after one year or upon term expiration. Prorated compensation applies to directors appointed mid-year. The policy also details vesting, forfeiture, and payment procedures, ensuring clarity and consistency in director compensation.

EX-10.1 2 ndaq6302025ex-101xdirector.htm EX-10.1 NDAQ 6.30.2025 EX-10.1 - Director Compensation Policy

Nasdaq, Inc. Board

Compensation Policy

Amended and Restated as of June 11, 2025

Purpose & Statement Of Policy

Annual Non-Employee Director (“Director”) compensation consists of the following

elements, each of which is discussed further below: (i) annual retainer, (ii) annual

equity award, (iii) annual committee chair fees and (v)annual committee member

fees.

Director compensation will be based on a compensation year in connection with

the annual meeting of stockholders (the “Annual Meeting”). This enables Directors

to receive equity immediately following election and appointment to the Board at

the Annual Meeting.

Applicability & Scope

This Policy is applicable to all non-employee Directors of Nasdaq, Inc.

Annual Retainer

•Annual Director Retainer compensation is equal to a total value of $90,000

for each Director, other than the Chairman of the Board.

•The Lead Independent Director, if any, will receive the Annual Director

Retainer plus an additional Lead Independent Director Retainer of $75,000.

•The Chairman of the Board will receive Annual Board Chairman Retainer

compensation equal to a total value of $240,000.

•Annual Retainer compensation will be delivered in the form of equity;

however, Directors may annually elect to receive the entire Retainer

compensation in cash or equity. Each Director will have the opportunity to

make this election during the thirty (30) day period preceding the Annual

Meeting. If the Director declines to make an election, the entire Annual

Retainer will be paid in equity.

•Equity will be issued as Restricted Stock Units to each eligible director

automatically on the date of the Annual Meeting immediately following the

Director’s election and appointment by the Board. The equity portion

QUESTIONS?

Please contact the Office of the Corporate Secretary with

questions about this policy.

selected will be paid in accordance with the “Policies

and Procedures Relating to Equity Grants” below.

•If cash is selected, the cash portion will be paid semi-

annually in arrears, in equal installments, no later than

the fifteenth day of the third month following the end

of the semi-annual period; provided, however, that a

Director will have a right to receive a cash payment for

any given period only if that person serves as a Director

during all or a portion of that period, with the cash

payment for the period being prorated in the case of a

person who serves as a Director during only a portion of

a period (other than on account of death or disability).

•A Director appointed after the annual shareholders

meeting will be eligible to receive a prorated share

of the Annual Retainer compensation. Such a Director

may elect to receive the entire prorated share of

the Annual Retainer compensation in cash or equity.

Any cash portion will be paid semi-annually in arrears.

Annual Equity Award

•All Directors, including the Chairman and Lead

Independent Director, will receive an additional

annual equity award in the form of Restricted Stock

Units, in the amount of $260,000 per annum.

•The annual equity award will be granted to each

Director automatically on the date of the Annual

Meeting immediately following the Director’s election

and appointment to the Board. A Director appointed to

the Board at any time after the annual shareholders

meeting will be eligible to receive a prorated share of

the annual equity award.

•The annual equity award will be paid in accordance

with the “Policies and Procedures Relating to Equity

Grants” below.

Annual Committee Chair Fees

•The Chairperson of the Audit & Risk Committee will

receive an Annual Chair Fee of $45,000.

•The Chairperson of the Management Compensation

Committee will receive an Annual Chair Fee of

$35,000.

•The Chairperson of the Finance and Nominating &

Governance Committees will receive an Annual

Chair Fee of $25,000.

•The Annual Chair fees will be paid in equity; however,

each Chairperson may elect to receive the entire

Annual Chair fees in cash. The Annual Chair fees will be

issued as Restricted Stock Units to each eligible director

automatically on the date of the Annual Meeting

immediately following the Director’s election and

appointment by the Board. A Chairperson appointed to

the Board at any time after the annual shareholders

meeting will be eligible to receive a prorated share of

the Annual Committee Chair Fees. Fees paid in equity

will be paid in accordance with the “Policies and

Procedures Relating to Equity Grants” below.

•If cash is selected, the cash portion will be paid semi-

annually in arrears, in equal installments, no later

than the fifteenth day of the third month following the

end of the semi-annual period; provided, however, that

a Director will have a right to receive a cash payment

for any given period only if that person serves as a

Director during all or a portion of that period, with the

cash payment for the period being prorated in the case

of a person who serves as a Director during only a

portion of a period (other than on account of death or

disability).

Annual Committee Member Fees

•Each Non-Chair Member of the Audit & Risk Committee

will receive an annual membership fee of $25,000.

•Each Non-Chair Member of the Management

Compensation Committee and Nominating &

Governance Committee will receive an annual

membership fee of $15,000.

•Each Non-Chair Member of the Finance Committee

will receive an annual membership fee of $10,000.

•The Annual Committee Member fees will be paid in

equity; however, each Non-Chair Member may elect

to receive the entire Annual Committee Member fees

in cash. The Annual Committee Member fees will be

issued as Restricted Stock Units to each eligible director

automatically on the date of the Annual Meeting

immediately following the Director’s election and

appointment by the Board. A Director appointed to the

Board at any time after the annual shareholders

meeting will be eligible to receive a prorated share of

the Annual Committee Member Fees. Fees paid in

equity will be paid in accordance with the “Policies

and Procedures Relating to Equity Grants” below.

•If cash is selected, the cash portion will be paid semi-

annually in arrears, in equal installments, no later than

the fifteenth day of the third month following the end

of the semi-annual period; provided, however, that a

Director will have a right to receive a cash payment for

any given period only if that person serves as a Director

during all or a portion of that period, with the cash

payment for the period being prorated in the case of a

person who serves as a Director during only a portion of

a period (other than on account of death or disability)

Policies And Procedures Relating To Equity Grants

General

•All Director equity will be granted under the Equity

Plan.

•Calculation of the number of shares of equity to be

awarded to Directors will be valued at 100% of face value

and based on the closing price of Nasdaq’s common stock

on the date of the grant. Equity awards are non-

transferable and must be issued to the Director.

•Any grants of equity under this policy shall be

exempt pursuant to Rule 16b-3 under the Securities

Exchange Act of 1934, as amended.

Vesting

•Equity awards will vest 100% one (1) year from the

date of the grant. Equity awards will also vest upon

the scheduled expiration of a Director’s term, if such

term is not renewed.

•Upon a Director’s resignation (other than for death

or disability) prior to the end of the Director’s term,

unvested equity awards will be forfeited. However,

the Management Compensation Committee, in its

sole discretion, may approve the vesting of

unvested equity awards either pro-rated or in full, as

of the final vesting date.

•Upon termination of a Director for “Misconduct,” all

unvested equity awards will be forfeited without

further consideration to the Director.

•Upon termination of a Director on account of his

death or disability, unvested equity awards will

vest.

•Shortly after vesting, vested shares will appear in

the Director’s account at E*Trade. To view this

information, a Director may log directly onto his or

her online E*Trade account at https://

us.etrade.com/

e/t/user/login_sp. Additionally, a Director may

contact E*Trade’s Executive Services Team at

1 ###-###-#### or via email at

executiveservices@etrade.com

Equity Agreements, Share Restrictions & Voting Rights

•Equity awards will be evidenced by an Equity

Award Agreement to be entered into with each

Director.

•Once vested, shares will be freely tradeable.

Nasdaq does not have a repurchase right or

obligation.

•Trading in Nasdaq shares, however, is subject to the

Director and Executive Officers Trading Policy and to

any contractual restrictions on transfer, such as lock-

up agreements, that may be applicable.

Reporting and Disclosure

•SEC Form 4s (Change in Beneficial Ownership) must

be filed by each Director with the SEC within 2

business days of equity grants. The Director may

request Nasdaq’s assistance with the preparation

and filing of Form 4s and other Section 16 reports by

providing a completed Power of Attorney and CIK/

CCC Code, if the Director has a CIK/CCC Code

currently assigned.

•Equity will be reflected as stock owned by Directors,

if required, in the Beneficial Ownership Table of

the Nasdaq Proxy and will be disclosed under the general

Director Compensation section of the Proxy.

Stock Ownership Guidelines For Directors

•Stock ownership guidelines for Directors of Nasdaq

are as follows.

•


	Value of Shares Owned
Chairman of the Board	6x Annual Board Chairman Equity Grant
All Other Directors	2x Annual Director Equity Grant

New Directors are expected to meet the applicable

level of ownership within four years of their election

to the Board of Directors.

•The value of shares owned will be calculated based

upon Nasdaq’s average closing common stock price for

a 90-day period prior to the date on which the

Director is expected to meet the applicable level of

stock ownership.

•Shares that count toward meeting the stock

ownership guidelines include:

•Shares owned outright (e.g., shares

obtained upon option exercise, shares

purchased in the open market, etc.

•Shared ownership (e.g., shares owned

or held in trust by immediate family

•Vested and unvested restricted

•Shares that do not count toward meeting the

stock ownership guidelines:

•Vested stock Options

•Unvested stock options

•Once an applicable guideline threshold has been

attained, the Director is expected to continuously

retain sufficient share ownership to meet the guideline

for as long as the Director is subject to the Stock

Ownership Guidelines.

•There may be instances where an exception to the

guidelines is necessary or appropriate, including in

cases where the satisfaction of the guidelines would

place a severe hardship on the Director. In such cases,

the Chairman of the Board will make a final

determination as to whether an exception to the

Stock Ownership Guidelines, in whole or in part, will be

granted.