Naineshkumar Panchal
MARKETAXESS HOLDINGSAbout Naineshkumar Panchal
Chief Information Officer (CIO) of MarketAxess since March 2022; age 53; B.A. and M.A. in Computer Science from Cambridge University. Prior roles include Managing Director in Goldman Sachs Asset Management Technology (2014–2022) with global leadership across portfolio management and trading technology, preceded by senior technology roles in Goldman Sachs Securities Division (1996–2014) and consultant experience at Andersen Consulting . Company performance context: 2024 total revenues were $817.1 million (+9% y/y) and operating income was $340.9 million (+8% y/y); diluted EPS was $7.28 on net income of $274.2 million . 2024 say‑on‑pay support was ~94%, reflecting positive shareholder feedback on pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs Asset Management Technology | Managing Director; Global Co‑Head of Technology; Global Head of Portfolio Management & Trading Technology; Global Co‑Head of PM & Trading Tech; Global Head of Fixed Income & Sales Technology | 2014–2022 | Led global trading/PM technology; scaled fixed income and multi‑asset systems; elevated tech leadership bench . |
| Goldman Sachs Securities Division | Managing Director, Technology (various capacities) | 1996–2014 | Built and managed mission‑critical trading and derivatives technology platforms . |
| Andersen Consulting | Consultant, Financial Services | Pre‑1996 | Early career technology consulting foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or board roles disclosed in proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $333,333 | $450,000 | $450,000 | $450,000 (unchanged for non‑CFO NEOs) |
| Target Annual Cash Incentive ($) | — | — | $1,050,000 | — |
2024 cash incentive outcome: Target $1,050,000; funding 96% on adjusted operating income and 82% on individual performance, yielding total funding 89% and payout $935,000 .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| PSUs: U.S. Credit Market Share | 1/3 | Not disclosed | 2022 award payout funded at 42% across the three‑year measurement periods; total PSU payout 45% of target for 2022 grant cohort . | Cliff vest after 3 years . |
| PSUs: Revenue Growth (ex‑U.S. Credit) | 1/3 | Not disclosed | 2022 award payout funded at 14%; total PSU payout 45% of target . | Cliff vest after 3 years . |
| PSUs: Operating Margin | 1/3 | Not disclosed | 2022 award payout funded at 79%; total PSU payout 45% of target . | Cliff vest after 3 years . |
| RSUs (time‑vested) | — | — | Granted annually; no performance payout component | Vest ratably over 3 years . |
2022 PSU performance detail (oldest → newest):
| Metric | 2022 | 2023 | 2024 | Total Funding |
|---|---|---|---|---|
| U.S. Credit Market Share | 94% | 32% | 0% | 42% |
| Revenue Growth (ex‑U.S. Credit) | 17% | 0% | 25% | 14% |
| Operating Margin | 71% | 41% | 123% | 79% |
| Total PSU Payout vs Target | 61% | 24% | 50% | 45% |
Equity Grants and Vesting Detail
| Component | Grant Date | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (2023 performance) | 2/15/2024 | 2,698 | $594,909 | Cliff vest after 3 years . |
| RSUs (2023 performance) | 2/15/2024 | 2,698 | $594,909 | Ratable over 3 years . |
| PSUs (2024 performance) | 2/15/2025 | 2,468 | $477,533 | Cliff vest after 3 years . |
| RSUs (2024 performance) | 2/15/2025 | 2,468 | $477,533 | Ratable over 3 years . |
Multi‑Year CIO Award (granted 2022 upon hire):
- $2.5 million total: RSUs $1.0 million cliff‑vest March 2026; PSUs $1.5 million attributed across three years, each reducing annual equity by $500,000 on a dollar‑for‑dollar basis; plus cash buy‑out $1.5 million and RSU buy‑out $1.2 million for forgone prior employer compensation .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 3,134 | Direct ownership as of April 7, 2025. |
| Ownership % of shares outstanding | ~0.0084% | Computed as 3,134 / 37,201,388 shares outstanding . |
| Unvested RSUs (not counted in beneficial ownership) | 7,209 | Outstanding, subject to vesting. |
| PSUs outstanding (not counted in beneficial ownership) | 6,079 | Performance‑contingent. |
| Stock ownership guideline | 3× base salary; required shares 5,899 at $228.85 calc price | Calculation price defined as 12‑month average to 3/31/2025; all NEOs in compliance . |
| Hedging/pledging | Prohibited under Insider Trading Policy | Applies to all employees/NEOs. |
Employment Terms
- Severance protection agreement (non‑CEO NEOs) provides severance/benefits upon certain terminations; accelerated vesting may apply in specified cases; no single‑trigger change‑in‑control benefits; automatic reduction to avoid 280G excise tax; no tax gross‑ups .
- Robust clawbacks: Nasdaq‑compliant recovery policy for accounting restatements plus discretionary recovery for fraud, sexual misconduct, material policy violations, and restrictive covenant breaches; applies to cash and equity incentives .
- Insider Trading and blackout restrictions apply; trading prohibited when in possession of MNPI and during specified blackout periods .
Performance & Execution Highlights (CIO‑specific)
- Expanded X‑Pro Portfolio Trading and launched global portfolio trading solution; drove workflow enhancements for block trading and debuted AI‑driven dealer selection tool .
- Led successful integration of Pragma team and assets into MarketAxess technology strategy, with low attrition and key talent expansion .
- Sponsored Women in Technology initiative and strengthened technology risk and control focus .
Compensation Summary (Multi‑Year View)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $333,333 | $450,000 | $450,000 |
| Stock Awards ($) | $3,725,581 (incl. multi‑year) | $654,676 | $1,189,818 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive ($) | $900,000 | $800,000 | $935,000 |
| All Other Compensation ($) | $10,000 | $10,000 | $17,500 |
| Total ($) | $6,453,915 | $1,914,676 | $2,592,318 |
2024 total direct compensation (programmatic view): Base salary $450,000; cash incentive $935,000; equity incentive $1,740,000 (includes $750,000 multi‑year attribution); total $3,125,000 .
Risk Indicators & Red Flags
- No single‑trigger CIC; no 280G gross‑ups; formal clawbacks; prohibition on hedging/pledging — alignment‑positive and shareholder‑friendly .
- Insider trading/blackout policies reduce near‑term insider selling risk timing; however, sizable unvested RSUs/PSUs imply regular vest‑related supply over time .
Compensation Peer Group and Governance
- FW Cook advises Compensation Committee; program benchmarked to a financial services/fintech peer group and industry surveys; structure emphasizes at‑risk pay, long‑term equity, and diversified performance metrics .
- 2024 say‑on‑pay approval ~94% and extensive shareholder outreach signal strong support for pay practices .
Investment Implications
- Strong retention hooks: multi‑year CIO award (RSUs cliff‑vesting Mar‑2026) plus annual RSUs/PSUs and compliance with 3× salary ownership guidelines indicate high alignment and lower near‑term departure risk .
- Pay‑for‑performance: PSU metrics centered on market share, diversified revenue growth, and operating margin with 0–200% payout range; 2022 cohort paid at 45% of target, evidencing rigor and downside sensitivity .
- Innovation lever: Panchal’s delivery of AI‑enhanced workflows and global portfolio trading supports secular growth initiatives in non‑U.S. credit segments tied to PSU metrics .
- Insider selling pressure: ongoing vesting will add supply, but company policies (blackouts, no pledging/hedging) and staged vesting mitigate near‑term trading signal noise; monitor Form 4 filings for pattern changes.