Ilene Fiszel Bieler
MARKETAXESS HOLDINGSAbout Ilene Fiszel Bieler
Ilene J. Fiszel Bieler is Chief Financial Officer of MarketAxess (appointed May 23, 2024), age 56, with prior senior finance and investor relations leadership roles at State Street, Barclays, and Citigroup . Education: B.A., University of Arizona; Master of Urban Planning, New York University . During 2024 under her finance leadership, MarketAxess delivered record revenues of $817.1 million (+9% YoY), operating income of $340.9 million (+8%), and diluted EPS of $7.28; adjusted operating income used for compensation funding was $392.2 million (96% of target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Street Corporation | EVP, Global Head of Investor Relations and COO of Global Markets and Global Credit Finance | 2022–May 2024 | Led global IR and operating functions across markets/credit finance |
| State Street Corporation | EVP, Global Head of Investor Relations | 2020–2022 | Drove investor engagement and disclosure strategy |
| State Street Corporation | SVP, Global Head of Investor Relations | 2017–2020 | Built IR function and market communications |
| Barclays plc | Head of Investor Relations and Strategy for the Americas | n/a | Led IR and regional strategy for FI business |
| Citigroup Inc. | Head of Fixed Income Investor & Rating Agency Relations | n/a | Managed FI investor and ratings agency relationships |
External Roles
Not disclosed in the 2025 proxy .
Fixed Compensation
| Component | 2024 Amount | 2025 Change/Status |
|---|---|---|
| Base Salary | $450,000 | Increased to $500,000 for 2025 |
| Target Annual Cash Incentive | $800,000 (2024 target) | Structure continues; mix tied to adjusted operating income and individual performance |
| Actual 2024 Cash Incentive Paid | $850,000 (106% of target via 96% AOI, 116% individual) | Deferred 10% ($85,000) under non-qualified plan |
Performance Compensation
| Incentive Type | Grant Date | Units/Value | Metrics & Weighting | Payout Range | Vesting |
|---|---|---|---|---|---|
| Annual PSUs (for 2024 performance) | 2/15/2025 | 2,867 target units; $554,736 grant-date fair value | U.S. credit market share (1/3), Revenue growth ex U.S. credit (1/3), Operating margin (1/3) | 0–200% of target | Cliff vest at 3rd anniversary of grant |
| Annual RSUs (for 2024 performance) | 2/15/2025 | 2,867 units; $554,736 grant-date fair value | Stock price alignment (time-based) | n/a | 1/3 per year over 3 years |
| Sign-on PSUs | 6/3/2024 | 1,797 target units; $357,603 grant-date fair value | Same PSU metrics; performance period 1/1/2025–12/31/2026 (two one-year tranches) | 0–200% of target | Cliff vest at 3rd anniversary |
| Sign-on RSUs | 6/3/2024 | 1,797 units; $357,603 grant-date fair value | Stock price alignment (time-based) | n/a | 1/3 per year over 3 years |
| Stock Options | n/a (none granted) | n/a | n/a | n/a | n/a |
Performance metric framework for PSUs emphasizes market share and diversified growth: U.S. credit market share, revenue growth excluding U.S. credit (eurobonds, EM, munis, U.S. rates/data/post-trade), and operating margin; each weighted one-third, with plan discretion to adjust for unusual items under the equity plan .
2024 Individual Performance Highlights (used in cash incentive determination)
- 69% payout ratio on TTM net income via dividends and buybacks; authored largest repurchase authorization with new grid .
- Instituted multi-year planning for revenue, procurement/vendor efficiency, and interest income optimization (bond portfolio sizing, treasury maturity profile) .
- Executed tax credit purchases contributing incremental EPS; elevated FP&A, SEC reporting, and corp dev analytics .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial Ownership | 599 RSUs vesting within 60 days; excludes 4,065 unvested RSUs and 4,664 PSUs |
| Shares Outstanding (for % ref) | 37,201,388 as of 4/7/2025; individual holdings marked “<1%” |
| Stock Ownership Guidelines | NEOs must own ≥3× base salary using $228.85 calculation price; her requirement = 6,555 shares; all NEOs currently in compliance |
| Hedging/Pledging | Prohibited (incl. margin accounts; derivatives; collars; short sales) |
| Timing/Trading Controls | Insider Trading Policy with blackout windows; RSU deferral permitted under 409A with 13+ months for first vest |
Insider selling pressure indicators: no option exercises or stock vesting reported for her in 2024; cash incentive deferral indicates conservative liquidity behavior .
Employment Terms
| Item | Key Terms |
|---|---|
| Offer Letter & Amendment | Effective 5/23/2024; 2024 target bonus $800k; target year-end equity $1.15m (split RSUs/options at election and PSUs); sign-on equity $750k (50% RSUs, 50% PSUs) |
| Severance Protection Agreement | Multiples: CIC termination = 1.5× (salary + average bonus) lump sum; Non-CIC termination = 1.0× over 12 months; Death/Disability = 0.5× lump sum; includes pro-rata bonus and healthcare continuation (18 months CIC; 12 months otherwise) |
| Change-in-Control Mechanics | Double trigger for cash; equity fully vests on CIC termination or non-continued awards; no 280G tax gross-ups; automatic cutback to avoid excise tax |
| Restrictive Covenants | Non-compete 1 year post-employment; employee non-solicit 2 years; client/business non-solicit 1 year; confidentiality restrictions |
| Clawbacks | Nasdaq-compliant restatement clawback policy; separate policy covers misconduct (fraud, harassment, policy breaches, restrictive covenant violations) across cash and equity awards |
Estimated Severance Economics (as of 12/31/2024)
| Scenario | Severance | Pro Rata Bonus | Health | Unvested PSUs | Unvested RSUs | Total |
|---|---|---|---|---|---|---|
| CIC Termination | $1,875,000 | $485,246 | $64,879 | $406,194 | $406,194 | $3,237,513 |
| CIC Non-Continued Award (no termination) | — | — | — | $406,194 | $406,194 | $812,388 |
| Non-CIC Termination | $1,250,000 | $485,246 | $43,253 | — | — | $1,778,499 |
| Death/Disability | $625,000 | $242,623 | $43,253 | $406,194 | $406,194 | $1,723,263 |
Compensation Structure Analysis
| Aspect | Observation |
|---|---|
| Cash vs Equity Mix | 2024 TDC: base $450k, cash incentive $850k, equity ~$1.15m (annual long-term award), plus $750k sign-on equity; mix skewed to performance-based equity and PSU metrics |
| Metrics Rigor | Annual cash pool funded at 96% due to AOI shortfall vs target ($392.2m vs $408.1m); individual performance differentiated (Ilene 116%) |
| PSU Design (Risk Alignment) | 3-year cliff PSUs tied to market share, diversified revenue growth, and operating margin; payout 0–200%; no single-trigger CIC; strong clawbacks |
| Governance Best Practices | No SERP; no 280G gross-ups; no repricing; hedging/pledging prohibited; ownership guidelines in place; say-on-pay support 94% |
Say-on-Pay & Peer Benchmarking
- Say-on-Pay approval: 94% support at 2024 annual meeting; continued positive engagement into 2025 .
- Compensation peer group used for benchmarking includes Tradeweb, Cboe, Nasdaq, MSCI, FactSet, Virtu, Morningstar, SEI, Fair Isaac, Envestnet, AssetMark, Guidewire, nCino, Q2, BGC, Cohen & Steers, Hercules Capital, WisdomTree .
Equity Ownership & Insider Activity Table (2024)
| Metric | Value |
|---|---|
| Shares Beneficially Owned (incl. within 60 days) | 599 RSUs vesting within 60 days |
| Additional Unvested RSUs (excluded from “beneficially owned” if >60 days) | 4,065 RSUs |
| PSUs Outstanding (target) | 4,664 PSUs |
| Options Exercised (2024) | 0 |
| Stock Vested (2024) | 0 |
Investment Implications
- Alignment and retention: Strong double-trigger severance with governance safeguards (no gross-ups; clawbacks), non-compete/non-solicit span suggests low near-term flight risk; ownership guidelines compliance and prohibited pledging/hedging support long-term alignment .
- Execution signals: Finance-led capital returns (69% payout ratio, largest repurchase authorization), planning/expense rigor, and interest income optimization indicate disciplined capital allocation under her CFO tenure .
- Compensation levers tied to operating performance and diversified growth (PSU metrics) suggest incentives aligned to market share gains and margin expansion; recent 2022 PSU cohort paid 45% of target, evidencing rigor in targets and potential future payout asymmetry based on performance delivery .
- Trading pressure: No 2024 vesting or option exercises for her and 10% bonus deferral suggest limited near-term selling pressure; blackout/trading policies further constrain opportunistic selling .