Nancy Altobello
MARKETAXESS HOLDINGSAbout Nancy Altobello
Independent director of MarketAxess since April 2019; age 67. She chairs the Compensation & Talent Committee and serves on the Nominating & Corporate Governance Committee. She previously served as Lead Independent Director until January 1, 2025, when an independent Chairman was elected; the Board classifies all non-employee directors (including Altobello) as independent under NASDAQ and SEC rules. Altobello was Global Vice Chair, Talent at Ernst & Young (EY) and earlier held senior audit leadership roles; she holds a B.S. in Accounting (Fairfield University), is a CPA, and has a Harvard Business School Corporate Director Certificate and a Climate Leadership certificate from the Diligent Institute.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Vice Chair, Talent | 2014–2018 | Led global talent and people strategy |
| Ernst & Young (EY) | Americas Vice Chair, Talent | 2008–2014 | Talent leadership across Americas |
| Ernst & Young (EY) | Managing Partner, Northeast Region Audit & Advisory | 2003–2008 | Senior audit/advisory leadership |
| Ernst & Young (EY) | Managing Partner, North American Audit Practice; Audit Partner | 1999–2003; prior years | Financial reporting, SOX compliance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amphenol Corporation (NYSE: APH) | Director | Current | Public company directorship |
| WEX Inc. (NYSE: WEX) | Director | Current | Public company directorship |
| CA Technologies; Cornerstone OnDemand; MTS Systems | Director | Prior (until acquisitions) | Prior public boards |
Board Governance
- Committee assignments: Chair, Compensation & Talent; Member, Nominating & Corporate Governance. Compensation & Talent members: Altobello (Chair), Casper, Gibson, Hernandez. Nominating & Corporate Governance members: Cruger (Chair), Altobello, Chwick. All committee members and chairs are independent.
- Leadership: Former Lead Independent Director through Dec 31, 2024; independent Chairman structure effective Jan 1, 2025.
- Meetings and attendance: 2024 meetings — Board (7), Compensation & Talent (5), Nominating & Governance (4); all directors attended at least 75% of Board and committee meetings; non-management directors met in executive session at each Board meeting.
- Independence: Board determined all non-employee directors (including Altobello) meet NASDAQ and SEC independence standards.
- Say-on-Pay and engagement: 2024 Say-on-Pay received 94% support; extensive investor outreach conducted.
- Pay advisor: FW Cook retained as independent director compensation consultant; reports to the Compensation Committee.
- Policies strengthening governance: Robust clawback frameworks (listing-rule compliant and supplemental), prohibition on pledging/hedging of company stock for directors and employees.
- Related-party oversight: No related-party transactions >$120,000 since Jan 1, 2024; Audit Committee annually reviews ordinary-course commercial agreements with entities where directors serve.
Fixed Compensation
| Component | Amount/Terms | 2024 Facts for Altobello |
|---|---|---|
| Board cash retainer | $85,000 | Included in 2024 cash fees |
| Board equity retainer | $160,000 (in RS/RSUs) | Part of 2024 stock awards value |
| Committee fees | Audit/Risk: $25k Chair / $12.5k Member; Other Committees: $20k Chair / $10k Member | Comp & Talent Chair fee applicable; Nominating & Governance member fee applicable |
| Lead Independent Director fee | $50,000 (cash/equity at director election); role ended Jan 1, 2025 | Received 122 additional RSUs tied to LID fee in 2024 |
| 2024 director compensation (Altobello) | Fees earned in cash; Stock awards (ASC 718) | $130,000 cash; $177,367 stock; Total $307,367 |
Notes:
- In June 2024, each non-employee director received 781 RS/RSUs; Altobello received an additional 122 RSUs for a portion of the Lead Independent Director fee; awards vest on the earlier of one year from grant or next annual meeting; dividend equivalents paid only upon vest (or upon deferred share receipt).
Performance Compensation
| Grant Date | Instrument | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| June 2024 | RS/RSUs | 781 units (annual equity retainer) | Earlier of 1 year or next annual meeting | Standard non-employee director grant |
| June 2024 | RSUs (LID-related) | 122 units | Same as above | Portion of former Lead Independent Director fee |
| 2024 Options | N/A | None | N/A | No options granted to directors in 2024; no options outstanding for directors at year-end |
Directors’ equity awards are time-based (no performance metrics). Non-employee directors may elect to defer receipt of shares underlying RSUs; dividend equivalents are paid at delivery.
Other Directorships & Interlocks
| Company | Relationship to MKTX | Potential Interlock Considerations |
|---|---|---|
| Amphenol (APH); WEX (WEX) | Altobello independent director | Company discloses certain entities where directors serve may have ordinary-course commercial agreements with MarketAxess platforms/data; Audit Committee reviews annually; not related-party under SEC rules. |
Expertise & Qualifications
- Financial reporting, audit and SOX compliance from senior EY roles; CPA.
- Governance, compensation and talent strategy expertise; former Lead Independent Director; Committee chair experience.
- Skills matrix highlights: corporate governance, regulatory, M&A, financial planning & capital management, accounting, risk management, other public board experience, talent management, international.
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership | 1,271 shares | 368 shares owned individually; 903 unvested RSUs vesting within 60 days; excludes 1,707 deferred RSUs; “<1%” of outstanding. |
| Outstanding stock awards (FY-end) | 2,610 | Aggregate number of stock awards outstanding at FY 2024 (includes unvested and deferred, excludes options). |
| Director ownership guideline | 5x annual cash retainer ($425,000) | As of Apr 1, 2025, equals 1,857 shares based on $228.85 12-month average price; all non-employee directors have either achieved or are within 5-year compliance period. |
| Hedging/pledging | Prohibited | Directors may not hedge or pledge company stock. |
Governance Assessment
- Strengths: Independent director with deep audit, financial and talent expertise; chairs the Compensation & Talent Committee; prior service as Lead Independent Director indicates strong engagement. Committee and Board structures are fully independent; Say-on-Pay support at 94% suggests investor alignment with compensation oversight. Robust clawbacks and hedging/pledging prohibitions further align governance with shareholder interests.
- Compensation alignment: Director pay mix balanced between cash and equity; modest committee and leadership premia; standardized annual equity with vesting tied to service; use of independent advisor (FW Cook).
- Attendance/engagement: All directors met at least 75% attendance; regular executive sessions of non-management directors; comprehensive committee activity.
- Conflicts/related parties: No related-party transactions involving directors since Jan 1, 2024; ordinary-course agreements with entities where directors serve are annually reviewed by the Audit Committee. No hedging/pledging permitted.
- Red flags: None disclosed regarding attendance deficiencies, related-party transactions, hedging/pledging, or say-on-pay concerns.