Christopher Concannon
MARKETAXESS HOLDINGSAbout Christopher Concannon
Christopher R. Concannon (age 57) is CEO of MarketAxess since April 2023, Director since January 2019, and served as Interim CFO from February–May 2024 . He holds a B.A. from Catholic University, an M.B.A. from St. John’s University, and a J.D. from Catholic University’s Columbus School of Law, with 20+ years of leadership across exchanges and electronic trading platforms (Nasdaq, Virtu, Instinet, Cboe/Bats) . Under his leadership, MKTX delivered 2024 revenue of $817.1M (+9% YoY), operating income of $340.9M (+8%), net income of $274.2M, and diluted EPS of $7.28; record ADV of $37.1B with portfolio trading ADV up 92% YoY . Annual cash incentives for executives were tied to adjusted operating income ($392.2M actual vs $408.1M target; 96% funding) and individual strategic execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cboe Global Markets | President & Chief Operating Officer (post-acquisition of Bats) | 2017–2019 | Led integration and operations of a top global exchange, expanding electronic trading capabilities . |
| Bats Global Markets | President (Dec 2014), Director (Feb 2015), CEO (Mar 2015–2017) | 2014–2017 | Drove growth and innovation ahead of Cboe acquisition; deep market structure and clearing expertise . |
| MarketAxess | President & COO → CEO | Jan 2019–Apr 2023 (COO/President); CEO from Apr 2023 | Built automation and technology strategy; advanced portfolio trading and data solutions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No additional public company directorships beyond MKTX noted . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $650,000 | $750,000 |
| Target Cash Incentive ($) | — | — | $1,775,000 |
| Actual Cash Incentive Paid ($) | — | — | $1,525,000 |
Notes:
- Concannon’s amended employment agreement set a minimum base salary of $650,000 effective April 3, 2023; actual 2024 base was $750,000 .
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weighting | Target | Actual | Payout/Funding |
|---|---|---|---|---|
| Adjusted Operating Income | 60% | $408.1M | $392.2M | 96% |
| Individual Strategic Objectives | 40% | Qualitative/quantitative goals | Execution across growth, innovation, M&A integration | 71% |
| Total (weighted) | 100% | — | — | 86% → $1.525M payout |
Change for 2025: CEO’s cash incentive increases to 75% tied to adjusted operating income, 25% individual performance .
PSU Plan Design and Outstanding Metrics
| Metric | Weighting | Payout Range | Vesting |
|---|---|---|---|
| U.S. Credit Market Share | 1/3 | 0%–200% | Cliff vest after 3 years |
| Revenue Growth ex U.S. Credit | 1/3 | 0%–200% | Cliff vest after 3 years |
| Operating Margin | 1/3 | 0%–200% | Cliff vest after 3 years |
Funding example: 2022 Performance Equity Awards (3-year period ended 2024) funded at 45% of target overall: U.S. Credit Market Share 42%, Revenue Growth ex U.S. Credit 14%, Operating Margin 79% .
Equity Grants Detail
2023 Performance (awarded Feb 15, 2024):
| Instrument | Units | Grant-Date Fair Value ($) | Terms |
|---|---|---|---|
| PSUs | 7,981 | $1,759,811 | 3-year cliff vest; metrics and weights as above . |
| RSUs | 3,991 | $880,016 | Vests ratably over 3 years . |
| Stock Options | 11,503 | $887,516 | Strike $220.50; vests ratably over 3 years . |
2024 Performance (awarded Feb 15, 2025):
| Instrument | Units | Grant-Date Fair Value ($) | Terms |
|---|---|---|---|
| PSUs | 12,403 | $2,399,856 | 3-year cliff vest; metrics as above . |
| RSUs | 6,202 | $1,200,025 | Vests ratably over 3 years . |
| Stock Options | 17,985 | $1,208,646 | Strike $193.49; vests ratably over 3 years . |
Promotion Award (April 2023):
- RSUs grant value $1.05M; vest 25% in Apr 2026, 25% in Apr 2027, 50% in Apr 2028 .
- PSUs target grant value $2.45M; CAGR stock-price metric across 3-, 4-, and 5-year performance tranches .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 7, 2025) | Amount |
|---|---|
| Total Beneficially Owned Shares | 53,107 (<1%) |
| Directly Owned | 34,748 |
| Options Exercisable within 60 days | 18,359 |
| Options Not Exercisable within 60 days | 27,463 (excluded from beneficial %) |
| Unvested RSUs | 12,216 |
| Deferred RSUs | 1,317 |
| PSUs Outstanding (target) | 29,357 |
Stock Ownership Guidelines:
- CEO required ownership: 10x base salary; threshold equals 32,773 shares based on $228.85 calculation price; executives currently in compliance . Hedging and pledging of Company stock are prohibited .
Vesting/Selling Pressure View:
- Time-based RSUs and options vest ratably over 3 years; PSUs cliff-vest after 3 years; promotion RSUs back-weighted (50% in 2028), which may stagger potential sale windows and reduce near-term pressure; PSU payouts depend on future performance .
Employment Terms
| Term | Detail |
|---|---|
| Role and Term | Amended & Restated Employment Agreement effective Apr 3, 2023; initial 5-year term with automatic 1-year renewals unless notice 90+ days prior to end of term . |
| Minimum Base Salary | $650,000 per year (actual 2024 base $750,000) . |
| Termination – Cause/Good Reason | Definitions include willful misconduct, felony, material policy breach, refusal to follow Board directives; Good Reason includes loss of CEO title, material diminution, breach, relocation >50 miles, failure of successor assumption . |
| Change-in-Control (CIC) | 50%+ voting power acquisition; Board majority change not approved; certain mergers/asset sales; liquidation . |
| Non-Compete/Non-Solicit | Non-compete: 1 year; employee/client non-solicit: generally 2 years for Concannon . |
| Clawbacks | Nasdaq-compliant Erroneously Awarded Compensation Policy; broader Incentive-Based Compensation Recovery Policy covering misconduct, policy violations, restrictive covenants; applies to cash and equity . |
| Hedging/Pledging | Prohibited; includes derivatives, short-selling, margin accounts . |
Severance and Change-of-Control Economics (Estimated as of Dec 31, 2024)
| Scenario | Base Salary Continuation | Bonus Multiple | Health Benefits | Equity Treatment |
|---|---|---|---|---|
| Death/Disability – CCPP | 24 months ($1,500,000) | 2x Average Bonus ($2,600,000) | 18 months ($64,368) | Full vest of unvested PSUs at target ($3,509,271); RSUs ($1,947,335); Options ($63,727) . |
| Death/Disability – Non-CCPP | 12 months ($750,000) | 1x Average Bonus ($1,300,000) | 12 months ($42,912) | Full vest at target as above ($3,509,271; $1,947,335; $63,727) . |
| CIC – Not Continued Awards | — | — | — | Full vest at target: PSUs ($4,648,287); RSUs ($1,947,335); Options ($63,727) . |
| Without Cause/Good Reason – CCPP | 24 months ($1,500,000) | 2x Average Bonus ($2,600,000) | 18 months ($64,368) | Full vest of Annual Award PSUs/RSUs; Promotion Award PSUs treatment per plan; PSUs total ($4,648,287) . |
| Without Cause/Good Reason – Non-CCPP | 24 months ($1,500,000) | 2x Average Bonus ($2,600,000) | 18 months ($64,368) | Equity per award agreements; RSUs may vest; PSUs generally not vest on Good Reason resignation . |
Notes:
- “CCPP” spans 3 months prior to CIC and 18 months (cash/health) or 24 months (equity) post-CIC .
- 280G excise tax gross-up not provided; automatic cutback to avoid excise tax unless net-after-tax would be lower .
Board Governance
- Concannon is a Director since January 2019; no committee assignments listed for him; receives no additional compensation for Board service .
- Independence: Board determined all directors are independent except Concannon (as CEO); Board leadership is separated with an independent Chairman (Carlos Hernandez) since Jan 1, 2025; all Board committees comprised of independent directors .
- Meeting attendance: All directors attended at least 75% of Board and committee meetings in 2024; executive sessions held regularly without management .
Dual-role implications:
- Concannon’s combined roles (CEO + Director) are mitigated by independent chair, independent committees, regular executive sessions, and formal annual CEO performance evaluation .
Director Compensation
- Concannon receives no additional compensation for director service (only non-employee directors are compensated) .
Compensation Peer Group and Say-on-Pay
- 2024 say-on-pay support: 94%; extensive shareholder outreach conducted post-2024 meeting .
- 2024 peer group includes Cboe Global Markets, Nasdaq, MSCI, Tradeweb, Virtu, FactSet, Morningstar, SEI, Fair Isaac, Envestnet, Guidewire, ACI Worldwide, AssetMark, Cohen & Steers, Hercules Capital, Q2 Holdings, nCino, WisdomTree; nCino added, Black Knight removed due to acquisition .
Performance & Track Record
- 2024 operational highlights: record total ADV $37.1B; records in EM, eurobonds, munis, rates; portfolio trading ADV +92% YoY; services revenue record .
- Strategic execution: launched CP+ for munis and AI dealer selection; expanded X-Pro Portfolio Trading globally; partnerships with BlackRock, S&P, ICE Bonds; disciplined capital allocation (largest share repurchase authorization) .
MKTX Financials (context during Concannon’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 718,300,000* | 752,547,000* | 817,097,000* |
| EBITDA ($) | 388,258,000* | 385,576,000* | 414,694,000* |
| Net Income ($) | 250,224,000* | 258,055,000* | 274,181,000* |
Values retrieved from S&P Global.*
Risk Indicators & Red Flags
- No hedging/pledging permitted; robust clawbacks including misconduct and policy violations .
- No single-trigger CIC benefits; no 280G gross-ups; cutback provisions applied .
- Related party transactions: none exceeding $120,000 since Jan 1, 2024; audit committee oversight for related-party and other transactions .
- Compensation risk assessment and program design deemed not to encourage excessive risk-taking; independent consultant FW Cook engaged .
Employment & Contracts Highlights
- Auto-renewal: 1-year rolling renewals after initial 5-year term; termination rights with Cause/Good Reason definitions .
- Restrictive covenants: 1-year non-compete; 2-year non-solicit for employees/clients .
- CIC definitions cover control changes, mergers, asset sales, liquidations; successor assumption requirement .
Compensation Structure Analysis
- Shift toward performance-based equity: 50% PSUs with multi-year metrics and cliff vesting; options retained alongside RSUs for alignment and retention .
- Cash incentives tied predominantly to adjusted operating income; CEO weighting increased to 75% in 2025, signaling stronger linkage to financial performance .
- No SERPs; minimal perquisites; enhanced clawbacks and ownership requirements (10x salary) improve alignment .
Investment Implications
- Alignment: High at-risk mix and 10x salary ownership guideline, no hedging/pledging, and robust clawbacks reduce agency risk .
- Execution: Track record includes record volumes, product innovation, and strategic partnerships; cash incentive design penalized shortfalls vs operating income target (96% funding), reinforcing discipline .
- Retention/CIC: Dual-trigger-style protections with meaningful salary/bonus continuation and equity vesting during CIC periods; absence of gross-ups is shareholder-friendly, but equity acceleration under CIC non-continued awards can be dilutive if event occurs .
- Near-term supply: Staggered vesting of RSUs/options and performance-contingent PSUs suggest managed selling pressure; promotion award’s back-weighted vesting further defers larger release to 2028 .