Richard Ketchum
MARKETAXESS HOLDINGSAbout Richard G. Ketchum
Independent director of MarketAxess (MKTX) since April 2017, age 74. Former Chairman and CEO of FINRA, with prior senior regulatory roles including CEO of NYSE Regulation, President of NASDAQ OMX, President/COO of NASD, and Director of the SEC’s Division of Market Regulation; also served as General Counsel of Citigroup’s Corporate & Investment Bank. Education: B.A. Tufts University; J.D. New York University School of Law. The Board has determined he is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FINRA | Chief Executive Officer; Chairman of Board of Governors | Mar 2009–Jul/Aug 2016 | Senior leadership of U.S. broker-dealer self-regulator |
| NYSE Regulation, Inc. | Chief Executive Officer | — | Senior regulatory leadership; dates not disclosed |
| NASDAQ OMX Group Inc. | President | — | Senior market operator leadership; dates not disclosed |
| National Association of Securities Dealers (NASD) | President & Chief Operating Officer | — | Predecessor to FINRA; dates not disclosed |
| U.S. Securities and Exchange Commission | Director, Division of Market Regulation | — | Federal market oversight; dates not disclosed |
| Citigroup Inc. (Corporate & Investment Bank) | General Counsel | — | Legal leadership; dates not disclosed |
External Roles
| Organization | Role | Type | Status |
|---|---|---|---|
| MarketAxess Holdings Inc. | Director | Public company | Current |
| GSS (subsidiary of BNY Mellon) | Board of Directors | Subsidiary/private | Current |
| Sculptor Capital Management, Inc. | Non-Executive Chairman | Public company | Former |
Board Governance
- Committee memberships: Audit Committee (member); Risk Committee (member). The Board has determined all Audit Committee members (including Mr. Ketchum) are “audit committee financial experts” under SEC rules .
- 2024 meeting cadence: Board: 7; Audit: 5; Risk: 5; plus one joint Audit/Risk meeting .
- Attendance and engagement: Non-management directors met in executive session at each Board meeting; all directors attended at least 75% of Board and committee meetings; most attended the 2024 annual meeting .
- Board structure signals: Separate and independent Chairman; all committees comprised and chaired by independent directors .
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Audit | Member | 5 | Financial reporting, auditor oversight; all members financial experts |
| Risk | Member | 5 | Technology/cybersecurity, credit, clearing, regulatory risk |
Fixed Compensation
- Program structure (as of July 2024): Board cash retainer $85,000; equity retainer $160,000; Audit/Risk committee fees $25,000 chair/$12,500 member; other committees $20,000 chair/$10,000 member. Chairman fee $150,000; former Lead Independent Director fee $50,000 (at director’s election in cash/equity) .
- No changes to director compensation program vs prior year .
| Component | Amount | Notes |
|---|---|---|
| Board Member Cash Retainer | $85,000 | |
| Board Member Equity Retainer | $160,000 | |
| Audit/Risk Committee Member Fee | $12,500 | |
| Other Committee Member Fee | $10,000 |
| Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | $110,000 | $153,404 | — | $263,404 |
Performance Compensation
- Annual equity for non-employee directors: June 2024 grant of 781 RSUs or restricted stock to each director; vest on the earlier of one year from grant or the next annual meeting. Dividends/dividend equivalents accrue but are paid only upon vest; awards under the 2020 Equity Incentive Plan .
| Grant Date | Award Type | Units Granted | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| June 2024 | RSUs or restricted stock | 781 | $153,404 (2024 stock awards total) | Earlier of one year from grant or next annual meeting |
| FY 2024 options | Stock options | 0 | — | No director options granted/outstanding in 2024 |
Other Directorships & Interlocks
| Organization | Relationship to MKTX | Agreement Exposure | Oversight |
|---|---|---|---|
| Entities where certain directors serve (e.g., BNY Mellon subs.) | Potential platform/data customers | Ordinary-course user/dealer/data agreements; fees paid under standard trade terms | Audit Committee reviews and approves such transactions annually |
- Related party transactions: None since Jan 1, 2024 above $120,000 in which a related party had a material interest, per Audit Committee review policy .
Expertise & Qualifications
- Regulatory and market structure expertise from FINRA, SEC, NYSE Regulation, NASDAQ leadership .
- Audit committee financial expert designation; ability to read/understand fundamental financial statements .
- Legal and compliance leadership (Citigroup CIB General Counsel) .
- Education: B.A. Tufts University; J.D. NYU School of Law .
Equity Ownership
| Item | Amount/Status | Details |
|---|---|---|
| Beneficial ownership (Apr 7, 2025) | 3,919 shares; <1% | 3,138 owned directly; 781 unvested restricted stock awards vest within 60 days |
| Director equity awards outstanding (FY-end 2024) | 781 units | Aggregate number of stock awards outstanding at fiscal year-end |
| Options outstanding | 0 | No director options outstanding at FY-end 2024 |
| Stock ownership guideline | 5× cash retainer ($425,000) | To be achieved within 5 years and maintained; as of Apr 1, 2025 requirement equals 1,857 shares; all non-employee directors compliant or within window |
| Hedging/pledging of MKTX stock | Prohibited | Insider Trading Policy bans hedging, shorting, derivative trades, margin accounts/pledging |
Governance Assessment
-
Strengths
- Independence: Board has determined Mr. Ketchum and all non-employee directors are independent; Board and all committees chaired by independent directors; separate independent Chairman .
- Financial oversight: Audit Committee membership with SEC “financial expert” designation; structured auditor independence processes; robust internal audit and executive sessions .
- Risk oversight: Risk Committee membership covering cybersecurity, credit, clearing, regulatory risk; joint Audit/Risk meeting enhances integrated oversight .
- Attendance: All directors met ≥75% attendance at Board/committee meetings; executive sessions at each Board meeting .
- Alignment: Director equity grants with multi-year vesting; director ownership guideline (5× cash retainer) with compliance/phase-in; hedging/pledging prohibited .
-
Potential conflicts / monitoring points
- Commercial relationships: Entities affiliated with certain directors (e.g., BNY Mellon subsidiary boards) have ordinary-course platform/data agreements; Audit Committee annually reviews these transactions (not deemed related-party under SEC rules) .
- Related-party exposure: None since Jan 1, 2024 above $120,000; continue monitoring disclosures in future proxies/8-Ks .
-
Shareholder signals
- Say-on-pay support of 94% in 2024 indicates broad investor confidence in compensation governance framework .
RED FLAGS: None evident in proxy disclosures specific to Mr. Ketchum (no related-party transactions, no hedging/pledging, attendance thresholds met, no director options). Continue monitoring any evolving interlocks or commercial arrangements tied to entities where he serves in board roles .