Jane Chwick
MARKETAXESS HOLDINGSAbout Jane Chwick
Independent director of MarketAxess since October 2013; age 62. Former Partner and Co‑Chief Operating Officer of Goldman Sachs’ Technology Division with a 30‑year tenure leading global derivatives technology and governance committees; later co‑founded Trewtec (2014–2017). Education: B.A. in Mathematics (Queens College) and M.B.A. (St. John’s University, MIS/quantitative analysis). Core credentials: large‑scale financial technology leadership, risk oversight, and board governance in financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Group, Inc. | Partner; Co‑Chief Operating Officer, Technology Division; prior Global Head of Technology (Securities) and Global Head of Derivatives Technology | 30‑year career; retired April 2013 | Served on firm Finance Committee, firm‑wide New Activity Committee, Technology Risk Committee; Co‑chair, Technology Division Operating Committee. Led design/build/integration of derivatives technology across FICC and equities |
| Trewtec, Inc. | Co‑Founder and Co‑CEO | Sep 2014 – ceased operations Aug 2017 | Technology advisory to evaluate corporate technology functions for boards/CEOs |
External Roles
| Organization | Role | Status / Tenure Notes |
|---|---|---|
| M&T Bank Corporation (NYSE: MTB) | Director | Current |
| Voya Financial, Inc. (NYSE: VOYA) | Director | Current |
| Thoughtworks Holding, Inc. | Director | Prior (date not specified) |
| Essent Group | Director | Prior (date not specified) |
| People’s United Financial, Inc. | Director | Prior; service ended upon acquisition by M&T in 2022 |
Board Governance
- Committee assignments: Risk Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined all non‑employee directors (including Chwick) are independent under NASDAQ rules .
- Attendance and engagement (2024): Board met 7x; Risk Committee 5x; Nominating & Governance 4x; all directors attended at least 75% of meetings; non‑management directors held executive sessions at each Board meeting; all but one director attended the 2024 annual meeting .
- Risk oversight: As Risk Chair, oversees technology and cybersecurity, credit, clearing, and regulatory risks, including cyber insurance and data security policies; Board uses an enterprise risk framework with CRO reporting to the Risk Committee and Board .
- Board structure: Independent Chairman; all committees composed solely of independent directors .
Fixed Compensation (Director)
| Component | Amount / Terms |
|---|---|
| Board member cash retainer | $85,000 (annual) |
| Committee fees | Audit & Risk: $25,000 Chair / $12,500 member; Other committees: $20,000 Chair / $10,000 member |
| 2024 actual cash to Chwick | $120,000 (Board retainer + Risk Chair + Nominating & Governance member) |
| 2024 total director compensation (Chwick) | Cash $120,000; Stock awards $153,404; Total $273,404 |
Notes: FW Cook is the independent compensation consultant for director pay; 2024 program unchanged vs prior year .
Performance Compensation (Director)
| Equity | Grant mechanics |
|---|---|
| Annual equity retainer | Target $160,000; granted as restricted stock/RSUs (director election). In June 2024, each non‑employee director received 781 shares/RSUs; vest on the earlier of one year from grant or the next annual meeting; cash dividends/equivalents paid only upon vest; directors may elect to defer RSU settlement . |
Directors’ equity is time‑based (no performance metrics disclosed for director awards) .
Other Directorships & Interlocks
- Current public boards: MarketAxess (MKTX), M&T Bank (MTB), Voya Financial (VOYA) .
- Potential interlocks/commerce: The company notes that certain entities for which some directors serve as employees/officers (e.g., financial institutions) have ordinary‑course agreements to access MarketAxess trading platforms/data; these are not related‑party transactions under SEC rules and are reviewed/approved annually by the Audit Committee .
Expertise & Qualifications
- Skills matrix indicates strengths in corporate governance, fixed‑income/e‑trading, technology/cybersecurity, M&A, accounting/financial planning, risk management, other public company board experience, and talent management .
- Career foundation in building and governing complex trading and risk technology at scale (Goldman Sachs) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Apr 7, 2025) | 7,655 shares (6,874 directly owned + 781 unvested restricted shares vesting within 60 days) |
| % of shares outstanding | ~0.021% (7,655 / 37,201,388 outstanding) based on company’s share count |
| Outstanding director equity awards (12/31/2024) | 781 stock awards outstanding (unvested and/or deferred) |
| Ownership guidelines | Directors must hold ≥5× cash retainer ($425,000) in stock; calculated at $228.85/share equals 1,857 shares; all non‑employee directors either met the guideline or are within the five‑year compliance window |
| Hedging/pledging | Prohibited for directors; no hedging, no pledging or margin accounts allowed under Insider Trading Policy |
Insider Trades (Section 16)
| Date | Type | Shares | Notes / Source |
|---|---|---|---|
| Jun 2024 | Director annual grant | 781 | Annual director equity grant per proxy; vests earlier of 1 year or next AGM |
| Jun 7, 2023 | RSU/restricted stock grant | 581 | Form 4 indicates director grant; filing signed by attorney‑in‑fact for Chwick |
Note: Additional Section 16 filings appear on the company’s IR site in 2025; details include Form 4s dated June 3, 2025 (director equity events), accessible via MKTX IR SEC filings portal .
Governance Assessment
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Strengths
- Independent, long‑tenured director with deep financial technology and risk governance expertise; currently chairs Risk Committee overseeing cyber/operational/credit/clearing/regulatory risks .
- Independence affirmed; strong attendance norms; executive sessions held at each Board meeting .
- Clear director ownership guidelines (5× retainer) with compliance, five‑year holding on granted shares, and strict anti‑hedging/pledging policy—solid alignment with shareholders .
- Director compensation disciplined and transparent; mix of cash retainer, committee fees, and time‑vested equity; use of independent consultant; program unchanged year‑over‑year .
- No related‑party transactions since Jan 1, 2024; ordinary‑course agreements involving entities affiliated with some directors are reviewed by the Audit Committee .
- Broader governance sentiment supportive: 2024 Say‑on‑Pay received ~94% approval (signal of investor confidence in compensation oversight) .
-
Watch items
- Multi‑board commitments: currently serves on two additional public boards (MTB, VOYA). While common among seasoned directors, investors often monitor bandwidth as committee leadership responsibilities (Risk Chair) can be time‑intensive .
- Commercial relationships with institutions affiliated with directors (e.g., banks) exist on an ordinary‑course basis; Audit Committee conducts annual review, which mitigates conflict risk .
No RED FLAGS identified in filings: no hedging/pledging, loans, or related‑party transactions; attendance thresholds met; director pay structure appears standard for industry peers .
Appendix — Board & Committee Activity (Context)
| Body | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Board | Carlos M. Hernandez | 11 directors | 7 |
| Risk Committee | Jane Chwick (Chair) | Hoornweg, Ketchum, Portney | 5 (plus a joint Audit+Risk meeting) |
| Nominating & Corporate Governance | William Cruger (Chair); Members include Chwick, Altobello | 3 members | 4 |
All directors attended at least 75% of Board and committee meetings; non‑management directors met in executive session at each Board meeting .