Milan Galik
Interactive Brokers GroupAbout Milan Galik
Milan Galik (age 58) is Chief Executive Officer (since October 2019), President (since October 2014), and Director (since November 2006) of Interactive Brokers Group, Inc. He joined the firm in 1990 as a software developer, previously served as Senior Vice President, Software Development (2003–2014), and holds an M.S. in Electrical Engineering from the Technical University of Budapest (1990) . Under his leadership, IBKR’s five-year pay-versus-performance disclosure shows IBKR TSR outpacing the S&P 500 in 2024, alongside rising net income and robust adjusted pre-tax margins, indicating durable value creation through the period presented .
Performance snapshot (Pay vs. Performance disclosure)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| IBKR TSR – $100 initial value | $132 | $173 | $158 | $182 | $391 |
| S&P 500 TSR – $100 initial value | $118 | $152 | $125 | $158 | $197 |
| Net Income ($MM) | $1,179 | $1,636 | $1,842 | $2,812 | $3,407 |
| Adjusted Pre‑Tax Profit Margin | 61% | 67% | 67% | 71% | 72% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Interactive Brokers Group, Inc. | Chief Executive Officer | Oct 2019–present | Leads strategy and operations; long-tenured technologist driving platform development and growth . |
| Interactive Brokers Group, Inc. | President | Oct 2014–present | Executive leadership across brokerage platform and execution . |
| IBG LLC | Senior Vice President, Software Development | Oct 2003–Oct 2014 | Led development of software and systems underpinning the electronic brokerage platform . |
| IBKR Securities Services LLC | Vice President | Since Apr 1998 | Senior operating role within securities services subsidiary . |
| Interactive Brokers Group, Inc. | Director | Since Nov 2006 | Board-level oversight; continuity of institutional knowledge . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Boston Options Exchange | Board Member | Oct 2013–May 2023 | Industry governance and market structure insights feeding brokerage strategy . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | $520,000 | $550,000 | $575,000 | $590,000 (CEO salary level for 2025) |
| All Other Compensation ($) | $284,486 | $329,511 | $471,150 | — |
Notes:
- IBKR positions salaries “relatively modest” versus industry, does not benchmark, and does not use a compensation consultant; fixed pay is a small share of total .
- Perquisites are limited to broad-based employee benefits (health, 401(k), etc.); no special executive perquisites .
Performance Compensation
Annual Cash Bonus (performance year)
| Year | Cash Bonus ($) |
|---|---|
| 2022 | $3,200,000 |
| 2023 | $3,475,000 |
| 2024 | $3,762,000 |
- Bonuses are determined qualitatively based on individual and company performance; no preset financial targets or formula .
- For 2024, the committee cited Galik’s strategic execution and platform development as drivers of a higher bonus versus peers .
Equity Awards (summary by year – grant-date fair value)
| Year | Stock Awards ($) |
|---|---|
| 2022 | $10,037,500 |
| 2023 | $11,025,000 |
| 2024 | $12,525,000 |
2024 Grant Details
| Grant | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|---|
| Annual NEO Award | 12/31/2024 | RSUs | 69,305 | $12,500,000 |
| Board Service Grant | 12/31/2024 | RSUs | 142 | $25,000 |
- RSU grant sizing used December 2024 VWAP of $180.36 for the annual NEO award; the board grant used 12/31/2024 close of $176.67 .
- Vesting for the 2024 annual RSUs: five equal installments on May 9, 2025; May 8, 2026; May 7, 2027; May 9, 2028; and May 9, 2029 .
Performance Plan Mechanics (disclosure)
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Company/Individual Performance (qualitative) | N/A | No preset numeric targets | Discretionary assessment | Discretionary | IBKR cites focus on adjusted income before tax, adjusted pre-tax margin, and 3-year adjusted net revenue growth as key measures informally used to link pay and performance; no formal weighting disclosed . |
Realized Equity in 2024
| Item | Amount |
|---|---|
| Shares Vested (2024) | 136,085 |
| Value Realized on Vesting | $16,211,806 (at $119.13 on 5/9/2024) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Class A Shares Beneficially Owned | 834,368 (0.77% of Class A) |
| Shares Vesting Within 60 Days (as of 3/3/2025) | 138,640 |
| Unvested RSUs Outstanding (12/31/2024) | 403,024; Market value $71,202,250 at $176.67 close |
| Hedging/Pledging of Company Stock | Prohibited for directors and employees |
Vesting pipeline detail (as of 12/31/2024):
- 2018 awards vest on May 9, 2025 .
- 2019 awards vest 50% on May 9, 2025 and 50% on May 8, 2026 .
- 2020 awards vest in three equal installments on May 9, 2025; May 8, 2026; and May 7, 2027 .
- 2023 awards vest in four equal installments on May 9, 2025; May 8, 2026; May 7, 2027; and May 9, 2028 .
- 2024 awards vest in five equal installments from May 9, 2025 through May 9, 2029 .
Implications:
- Material scheduled RSU vesting around early May each year may create episodic insider selling windows as shares settle, though hedging/pledging is prohibited, reducing alignment risk concerns .
Employment Terms
- No employment agreement; no severance and no change-in-control cash or acceleration benefits .
- Post-termination RSU treatment: If termination is not for cause and conditions are satisfied (release; up to 2 hours/quarter consulting; non-compete/non-solicit; non-professional trading; and information obligations), unvested RSUs continue to vest per schedule. If age ≥59 at termination, 100% remain eligible; if under 59, 50% are forfeited and 50% remain eligible to vest .
- Restrictive covenants: non-disclosure, non-competition, and non-solicitation apply post-termination .
- Clawback: Dodd-Frank compliant clawback policy for erroneously awarded compensation; additional recoupment policy for misconduct allowing cancellation/recoupment .
- Hedging/shorting/pledging: prohibited .
- Benefits: standard broad-based benefits and 401(k) match (50% of employee contribution up to 10% of eligible earnings; vesting ratably over six years); no special perquisites .
Board Governance
- Board service: Director since November 2006 .
- Committee roles: Member, Compensation Committee; the Compensation Committee is composed of Thomas Peterffy (Chair), Earl H. Nemser, and Milan Galik .
- Controlled company status: As a “controlled company,” IBKR is not required by Nasdaq to have a fully independent compensation committee; management participates materially in compensation setting, with CEO recommendations reviewed by the committee led by the Chairman .
- Committee meetings in FY 2024: Audit (8), Compensation (3), Nominating & Corporate Governance (2) .
- Board/Director pay: Directors receive a $150,000 annual cash retainer and a $25,000 stock grant each December 31 (immediate vest); committee chairs receive an additional $25,000 retainer. A one-time $75,000 stock grant vests straight-line over five years for newly appointed non-employee directors . As a director, Galik also received a $25,000 stock grant (142 RSUs) on 12/31/2024 for board service .
Governance considerations:
- Dual role: CEO and Compensation Committee member; not independent. In a controlled company context, this can raise independence and pay governance concerns for some investors, though permitted under Nasdaq rules .
Director Compensation (Board Service)
| Element | Amount |
|---|---|
| Annual Board Stock Grant to Galik (12/31/2024) | 142 RSUs; $25,000 grant-date value |
Note: The $25,000 annual stock grant for directors vests immediately under current policy .
Performance & Track Record
- The pay-versus-performance table shows IBKR’s $100 TSR rising to $391 in 2024 vs. $197 for the S&P 500; net income increased to $3,407MM and adjusted pre-tax margin to 72% in 2024, supporting the committee’s emphasis on qualitative performance alignment with shareholder value .
- IBKR identifies adjusted income before income taxes, adjusted pre-tax profit margin, and 3-year adjusted net revenue growth as the most important performance measures it considers in aligning compensation actually paid with company performance, though it does not use preset targets or formula weighting .
Compensation Structure Analysis
- Mix shift and at-risk pay: For 2024 NEOs, base salaries were ~10% of total, cash bonuses ~25%, and stock awards ~61%, reinforcing long-term equity alignment; decisions are qualitative (no preset goals) and not benchmarked to peers; no external comp consultant used .
- Equity vehicle: IBKR grants RSUs, not options; 2024 CEO award of 69,305 RSUs vests in five equal annual tranches (2025–2029), creating multi-year retention hooks .
- Clawback/recoupment: multiple recovery mechanisms in place, reducing moral hazard .
- No severance/CIC: Absence of severance or CIC payments lowers parachute risk; continued vesting conditions (age-dependent) and robust non-compete/non-solicit encourage retention post-employment .
- Hedging/pledging prohibition: Strengthens shareholder alignment and reduces downside protection asymmetry .
Equity Ownership & Beneficial Ownership Detail
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Milan Galik | 834,368 | 0.77% | Includes shares vesting within 60 days (138,640) as defined by Rule 13d‑3 . |
Context:
- Directors/NEOs as a group held ~3,258,461 Class A shares as of March 3, 2025 (2.99% of Class A) .
- IBG Holdings LLC holds all Class B shares (100 shares), representing ~74.2% of aggregate voting power; Thomas Peterffy controls Holdings, underscoring controlled company status .
Employment Terms – Change in Control and Termination Economics
| Topic | Company Practice |
|---|---|
| Employment Agreements | None for NEOs |
| Severance | None; no severance-triggered cash benefits |
| Change-in-Control | No CIC cash benefits; no RSU acceleration upon CIC |
| Post-Termination RSU Vesting | Continued vesting if not terminated for cause and conditions met; 100% eligible if age ≥59; 50% eligible if under 59 |
| Covenants | Non-disclosure, non-compete, non-solicit agreements apply post-termination |
| Clawback/Recoupment | Dodd-Frank-compliant clawback plus separate recoupment for misconduct |
Say-on-Pay & Shareholder Feedback
- IBKR submits an annual advisory vote on NEO compensation; the Board recommends FOR the say-on-pay proposal and considers the outcome in future decisions. Specific historical approval percentages are not disclosed in the proxy excerpt provided .
Compensation Committee Analysis
- Committee members: Thomas Peterffy (Chair), Earl H. Nemser, and Milan Galik .
- No external compensation consultant and no benchmarking to competitors; decisions are qualitative and discretionary within a philosophy of modest base salary and substantial variable/equity compensation .
Investment Implications
- Alignment and retention: A large, multi-year RSU stack (403,024 unvested RSUs; $71.2MM at 12/31/2024 close) with annual May vesting dates supports retention but may create episodic selling pressure around vesting windows; hedging/pledging is prohibited, preserving alignment .
- Risk controls: No severance/CIC payments, robust clawback/recoupment, and restrictive covenants reduce downside governance and moral hazard risks relative to peers with richer parachutes .
- Governance caution: CEO’s presence on the Compensation Committee and controlled company status can be a governance red flag for some investors assessing pay independence and board oversight; however, long-term TSR and profitability trends have been strong in the disclosed period, mitigating some concerns in practice .
- Pay-for-performance: While IBKR does not use preset targets, the mix (61% equity for NEOs in 2024) and sustained profitability/TSR suggest realized outcomes have tracked shareholder value creation over the period presented .
Note: All data are drawn from IBKR’s 2025 Proxy Statement unless otherwise indicated.