Carlos Hernandez
MARKETAXESS HOLDINGSAbout Carlos M. Hernandez
Carlos M. Hernandez, 63, is the independent Chairman of the Board at MarketAxess (appointed effective January 1, 2025) and a director since September 2023. He is founder and CEO of Pensativa Partners (since July 2023), retired from JPMorgan after 37 years where he held senior leadership roles culminating as Executive Chair of Investment and Corporate Banking (2020–Apr 2023) and Head of Global Banking (2014–2019). He previously served on the MarketAxess Board from 2006–2019; he holds a B.S. in Business from SUNY and an MBA from Columbia University, and currently chairs the Fund Board of Trustees for Calvary Hospital and serves on the Johns Hopkins Krieger School Advisory Board . The Board determined Mr. Hernandez is independent as Chairman, reflecting the company’s separation of Chair and CEO roles and preference for independent board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Executive Chair, Investment & Corporate Banking; Operating Committee member | 2020–Apr 2023 | Senior leadership oversight across global banking |
| JPMorgan Chase & Co. | Head of Global Banking | 2014–2019 | Led global coverage and advisory franchise |
| JPMorgan Chase & Co. | Global Head of Investor Services; led Global Equities & Prime Services | Prior to 2014 | Built equities and prime services platform |
| JPMorgan Chase & Co. | Managed Origination & Distribution (Americas), Institutional Equities (Americas), Global ECM; Head of Investment Banking, Latin America | Earlier career | Capital markets leadership, Americas/LatAm strategy |
| MarketAxess Holdings Inc. | Director (prior tenure) | 2006–2019 | Board oversight during growth and regulatory shifts |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pensativa Partners (family office) | Founder & CEO | Jul 2023–Present | Investment leadership and governance |
| Calvary Hospital | Chairman, Fund Board of Trustees | Current | Philanthropic board leadership |
| Johns Hopkins University, Krieger School | Advisory Board Member | Current | Academic advisory engagement |
Board Governance
| Item | Detail |
|---|---|
| Board leadership | Independent Chairman (Hernandez) with separated CEO/Chair roles |
| Independence | Board determined Hernandez is independent; 10 of 11 directors independent |
| Committees (membership) | Compensation & Talent Committee member (Altobello Chair; members: Casper, Gibson, Hernandez) |
| Committee independence | All standing committees comprised entirely of independent directors |
| Meetings (2024) | Board: 7; Audit: 5; Compensation: 5; Finance: 6; Nominating: 4; Risk: 5 |
| Executive sessions | Non-management directors met in executive session at each Board meeting |
| Attendance | All directors attended ≥75% of Board and committee meetings; nearly all attended 2024 annual meeting |
Fixed Compensation
| Director Pay Program (as of Jul 2024) | Annual Amount |
|---|---|
| Board member cash retainer | $85,000 |
| Board member equity retainer | $160,000 |
| Chairman of the Board fee | $150,000 (cash/equity at director’s election) |
| Former Lead Independent Director fee | $50,000 (cash/equity) |
| Audit & Risk committee fees | $25,000 (Chair); $12,500 (Member) |
| All other committees fees | $20,000 (Chair); $10,000 (Member) |
| Notes | Committee Chairs do not receive membership fees while serving as Chair |
| Carlos M. Hernandez – Actual Director Compensation (Fiscal 2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | $106,429 |
| Stock awards (grant-date fair value, ASC 718) | $153,404 |
| All other compensation | – |
| Total | $259,833 |
| 2024 director equity grant | 781 RS/RSUs (granted June 2024; vest at earliest of 1 year or next annual meeting) |
| Options to directors | None granted in 2024; none outstanding at FY-end |
Performance Compensation
| Company PSU Performance Metrics (Current Outstanding PSU cycles for NEOs) | Weight | Range |
|---|---|---|
| U.S. Credit Market Share | 1/3 | 0%–200% of target |
| Revenue Growth (Ex-U.S. Credit) | 1/3 | 0%–200% of target |
| Operating Margin | 1/3 | 0%–200% of target |
- 2024 Say-on-Pay support: 94%, with positive investor feedback communicated to the Compensation & Talent Committee .
- Independent compensation consultant (FW Cook) advises on board and executive pay; assessed independent, no conflicts; director program unchanged year-over-year .
Note: Non-employee director equity grants (including Hernandez) are time-based RS/RSUs without director-specific performance metrics; PSU metrics above reflect board oversight of executive pay-for-performance .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company board(s) | MarketAxess (NASDAQ: MKTX) |
| Non-profit/academic boards | Calvary Hospital (Fund Board Chair); Johns Hopkins Krieger School Advisory Board |
| Notable interlocks (background ties) | Multiple directors have JPMorgan experience: Hernandez (37 yrs) ; Cruger (former JPMorgan Vice Chairman) ; Portney (held senior roles at JPMorgan) |
| Related party transactions | None since Jan 1, 2024 (≥$120,000 threshold) involving related parties; Audit Committee policy governs review/approval |
Expertise & Qualifications
- Education: B.S. in Business (SUNY); MBA (Columbia) .
- Board skills per company matrix include corporate governance, fixed income/electronic trading, regulatory, M&A, financial planning/capital management, public board experience, talent management, international .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Apr 7, 2025) | 21,495 shares |
| Shares outstanding (as of Apr 7, 2025) | 37,201,388 shares |
| Ownership as % of outstanding | ≈0.058% (21,495 ÷ 37,201,388) |
| Aggregate stock awards outstanding (FY-end 2024) | 781 (includes unvested and deferred awards) |
| Stock options | None outstanding (directors) |
| Director stock ownership guideline | 5× cash retainer ($425,000) = 1,857 shares at $228.85 calculation price; compliance expected within 5 years; all non-employee directors either achieved or in compliance window |
| Holding policy | Must hold all shares granted for service for 5 years from grant; insider trading policy applies for 6 months post-departure |
Governance Assessment
- Independent Chair and separated CEO/Chair roles enhance oversight and investor confidence; Board re-affirmed preference for independent Chair .
- Committees fully independent; Compensation & Talent Committee includes Hernandez (member) with Altobello as Chair; centralizes comp/talent oversight while preserving independence .
- Strong shareholder alignment: director equity retainer ($160,000) and multi-year holding requirements; substantial personal ownership (21,495 shares) exceeds guideline threshold (1,857 shares) .
- Robust processes: annual board/committee evaluations; regular executive sessions; engagement program reached investors representing ~68% of outstanding shares; say-on-pay received 94% support in 2024 .
- Compensation governance: independent consultant (FW Cook) engaged; no year-over-year changes to director compensation program; PSU metrics emphasize market share, non-U.S. revenue growth, and margin for executives .
- Conflicts/related-party risk: No related-party transactions reported since Jan 1, 2024; Audit Committee oversees RPTs via formal policy .
- RED FLAGS: None disclosed for pledging/hedging, related-party transactions, or director perquisites; directors received no options in 2024 and no retirement benefits; all directors met minimum attendance expectations .