Kourtney Gibson
MARKETAXESS HOLDINGSAbout Kourtney Gibson
Kourtney Gibson (age 43) has served on the MarketAxess (MKTX) Board since July 2020; she is independent under NASDAQ rules and currently serves on the Audit and the Compensation & Talent Committees . Gibson is Chief Institutional Client Officer at TIAA (since July 2022), and previously held senior leadership roles at Loop Capital Markets including President (2016–2022), Head of Fixed Income (2015–2016) and Head of Equity (2005–2015); she holds an MBA from Northwestern’s Kellogg School of Management and a BBA from the University of Miami . All directors attended at least 75% of Board and committee meetings in 2024; the Board held 7 meetings, Audit 5 and Compensation & Talent 5 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA | Chief Institutional Client Officer | Jul 2022–present | Institutional client strategy and engagement |
| Loop Capital Markets | Executive Vice Chairman | Mar 2022–Jul 2022 | Transition leadership following presidency |
| Loop Capital Markets | President | Jun 2016–Mar 2022 | Led growth across equities and fixed income franchises |
| Loop Capital Markets | Head, Fixed Income Division | Jan 2015–Jun 2016 | Expanded FI capabilities and client coverage |
| Loop Capital Markets | Head, Equity Division | Jun 2005–Dec 2015 | Built equity distribution; governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Information Services (FIS) | Director | Current | Board oversight at a large fintech/payments firm |
| lululemon athletica inc. | Director | Prior; until Jun 2023 | Consumer/retail governance; resigned 2023 |
| Economic Club of Chicago | Member | Current | Network engagement |
| Viterbo University | Board of Trustees | Current | Higher-ed governance |
| Dibia Dream Foundation | Board | Current | Non-profit governance |
| Chicago Scholars Foundation | Board | Current | Education-focused non-profit governance |
Board Governance
- Independence: The Board determined all non-employee directors (including Gibson) are independent under NASDAQ standards; independence was considered alongside “Other transactions” and related-party reviews .
- Committee assignments: Audit Committee member; Compensation & Talent Committee member (with Chair roles held by Casper and Altobello, respectively). Audit membership includes Gibson; each audit member is an SEC-defined “audit committee financial expert” .
- Attendance/engagement: In 2024, Board met 7 times; Audit 5; Compensation & Talent 5. All directors attended at least 75% of Board and applicable committee meetings, and non-management directors met in executive session at each Board meeting .
- Leadership structure: Independent Chairman (Carlos Hernandez since Jan 1, 2025), separate from CEO; committees comprised entirely of independent directors .
- Investor feedback signal: 2024 say-on-pay support was 94%, reflecting positive investor sentiment on compensation governance .
Fixed Compensation
| Component | MKTX Director Program (as of Jul 2024) | Gibson 2024 Actual ($) |
|---|---|---|
| Board cash retainer | $85,000 | $85,000 (retainer) |
| Committee fees – Audit (member) | $12,500 (Audit/Risk member) | $12,500 |
| Committee fees – Compensation (member) | $10,000 (other committees member) | $10,000 |
| Chairman fee (if applicable) | $150,000 (at Chair’s election) | N/A (not Chair) |
| Lead Independent Director fee | $50,000 (historical; ended Jan 2025) | N/A |
| Total Fees Earned (Cash) | — | $107,500 |
Director compensation mix (Gibson, FY2024): Cash $107,500; Stock awards $153,404; Total $260,904 (cash 41.2%, equity 58.8%) .
Performance Compensation
- Equity retainer and grant details: Non-employee directors received RSUs or restricted stock with an annual equity retainer of $160,000; in June 2024, 781 RSUs/restricted shares were granted to each non-employee director (excluding Hoornweg), vesting on the earlier of one year from grant or the next annual meeting; dividend equivalents accrue but are paid only upon vesting. Directors may elect deferral of RSU settlement; awards granted under the 2020 Equity Incentive Plan .
- Options: No stock options granted to directors in 2024; none outstanding at year-end (reduces option-related risk) .
- Performance metrics: MKTX does not tie non-employee director equity to performance metrics; director equity is time-based. No PSU/metric framework applies to directors (skip) .
Other Directorships & Interlocks
- Public company boards: FIS (current); lululemon (prior, until Jun 2023) .
- Potential commercial interlocks: MKTX discloses that certain entities for which directors serve as employees or officers may have ordinary-course agreements for platform/data access; Audit Committee reviews and approves such transactions annually (not “related party” under SEC rules; ordinary course, fee-based) .
- Related-party transactions: None over $120,000 involving related parties since Jan 1, 2024 (mitigates conflict risk) .
Expertise & Qualifications
- Fixed income and electronic trading expertise (Loop Capital FI and equity leadership) .
- Institutional client leadership (TIAA Chief Institutional Client Officer) .
- Audit/financial sophistication; designated as an audit committee financial expert by the Board while serving on Audit .
- Education: MBA, Kellogg (Northwestern); BBA, University of Miami .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,368 shares; <1% of outstanding (37,201,388 shares outstanding as of Apr 7, 2025) |
| Ownership breakdown | 1,587 shares owned directly; plus 781 unvested restricted stock awards vesting within 60 days |
| Outstanding director equity awards (12/31/2024) | 781 stock awards outstanding (unvested or deferred) |
| Ownership guideline | 5x annual cash retainer ($425,000) expressed in shares; equal to 1,857 shares using $228.85 avg price (TTM to Mar 31, 2025) |
| Compliance status | All non-employee directors have achieved or are within the 5-year compliance window; Gibson’s 2,368 shares exceed the 1,857-share guideline |
| Hedging/pledging | Prohibited for directors and employees under MKTX Insider Trading Policy |
Governance Assessment
- Strengths:
- Independent director with dual committee roles (Audit and Compensation), reinforcing financial oversight and pay governance; audit members designated “financial experts” .
- High engagement: Board and committees met regularly in 2024, and all directors had at least 75% attendance; executive sessions at every Board meeting underpin independent oversight .
- Ownership alignment: Exceeds director stock ownership guideline; director awards are time-based RSUs with deferral option, and no options outstanding for directors (reduces risk of repricing/option-related optics) .
- Shareholder support: 94% say-on-pay in 2024 supports compensation governance quality .
- Potential conflicts and mitigants:
- Possible ordinary-course commercial relationships with entities where directors serve (e.g., TIAA/FIS ecosystem) are reviewed by the Audit Committee annually and are not classified as related-party under SEC rules; no related-party transactions over $120k since Jan 1, 2024 .
- RED FLAGS (none material disclosed):
- No hedging or pledging; no director stock options; no related-party transactions; attendance threshold met .
Implication for investors: Gibson’s institutional client and fixed-income distribution experience complements MKTX’s electronic trading strategy, while independent committee roles and ownership compliance signal alignment and effective oversight. No disclosed conflicts or attendance concerns that would undermine investor confidence .