Scott Pintoff
MARKETAXESS HOLDINGSAbout Scott Pintoff
Scott Pintoff is General Counsel and Corporate Secretary of MarketAxess, overseeing legal, compliance, and regulatory affairs; he has served in this role since February 2014 (tenure ~11 years). He previously was General Counsel and Corporate Secretary at GFI Group (2003–2014), having joined GFI in 2000 as Associate General Counsel, and earlier worked in M&A at Dewey Ballantine LLP (1996–2000). He holds a B.A. (Honors) from Wesleyan University and a J.D. from New York University School of Law; he was age 53 in the 2024 proxy (age listing appears for executive officers) . Company compensation policy emphasizes pay-for-performance, clawbacks, ownership guidelines, and prohibitions on hedging/pledging, which shape executive incentive design and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GFI Group | General Counsel & Corporate Secretary | 2003–2014 | Led legal, regulatory and compliance; supported IPO, major acquisitions, and Dodd‑Frank implementation |
| GFI Group | Associate General Counsel | 2000–2003 | Built legal foundation pre‑IPO; expanded regulatory readiness |
| Dewey Ballantine LLP | Associate, Mergers & Acquisitions | 1996–2000 | Executed M&A legal work, providing transactional experience |
External Roles
No external public company directorships disclosed in the executive officer biographies of the 2023–2025 proxies for Scott Pintoff .
Fixed Compensation
Scott Pintoff is not listed as a Named Executive Officer (NEO) in the 2023–2025 proxies; detailed salary/bonus and equity grant tables cover NEOs only, not the General Counsel .
Performance Compensation
Company NEO incentives were tied to adjusted operating income and individual strategic objectives (cash), and PSUs measured market share, revenue growth, and operating margin over three years; these disclosures apply to NEOs and do not specify metrics for the General Counsel .
Equity Ownership & Alignment
| Metric | As of Apr 10, 2023 | As of Apr 8, 2024 | As of Apr 7, 2025 |
|---|---|---|---|
| Beneficial Shares (units) | 5,077 | 5,638 | 5,299 |
| Ownership as % of Shares Outstanding | * | * | * |
| Unvested RSUs (units) | — | 3,864 | — |
| Unvested PSUs (units) | — | 4,019 | — |
| Hedging/Pledging Status | Prohibited by Insider Trading Policy | Prohibited by Insider Trading Policy | Prohibited by Insider Trading Policy |
Notes:
- “*” indicates less than 1% beneficial ownership per proxy table .
- Stock ownership guidelines apply to directors and executive officers; explicit multiples are disclosed for NEOs (CEO 10x salary; other NEOs 3x), while compliance is reviewed annually; the proxies do not state a specific multiple for the General Counsel .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Agreement Type | Severance Protection Agreement dated July 31, 2020 | |
| Initial Term & Renewal | 5‑year initial term; auto‑renews for successive 1‑year terms unless non‑renewal notice ≥12 months before expiration; if in effect at Change in Control (CIC), continues in perpetuity thereafter | |
| Severance – Termination without Cause (outside CIC window) or Resignation for Good Reason (post‑CIC +2 years) | 1.0x base salary + average annual bonus (3‑year lookback), paid over 12 months; pro‑rata bonus (3‑year average), prior‑year earned bonus; COBRA premiums for 12 months (or taxable equivalent); continued vesting for 12 months: time‑based awards vest per schedule; performance awards vest per schedule based on actual results if period completes, otherwise at target | |
| Severance – Termination without Cause or Resignation for Good Reason within 2 years following CIC | 1.5x base salary + average annual bonus, paid lump sum; pro‑rata bonus (3‑year average); prior‑year earned bonus; COBRA premiums for 18 months (or taxable equivalent); immediate vesting: time‑based awards vest in full; performance awards vest based on completed performance or at target if not completed | |
| Death or Disability | 0.5x (base salary + average bonus) lump sum; 0.5x pro‑rata bonus; COBRA for 12 months (or taxable equivalent); 50% immediate vesting of unvested time‑based awards; 50% vesting of performance awards (actual for completed periods, target otherwise) | |
| 280G/4999 Treatment | Automatic cut‑down to avoid excise tax unless “pay in full” yields higher net after‑tax; applies in CIC window | |
| Release Requirement | Severance contingent on executing and not revoking a general release and covenant not to sue (form attached as Exhibit A) | |
| Notice & Garden Leave | Executive must provide 3 months’ notice for voluntary resignation other than for Good Reason following CIC; company may require staying away from work on full pay during any portion of the notice period | |
| Non‑Compete | 6 months post‑employment; applies globally (U.S., U.K., any country where company operates) to businesses competing in fixed income trading systems or pre/post‑trade services; reduced by any paid “away from work” notice period | |
| Non‑Solicit (Clients) | 12 months post‑employment | |
| Non‑Solicit (Employees/Consultants) | 24 months post‑employment | |
| IP/Confidentiality | Comprehensive confidentiality, inventions assignment, “work for hire” and return of materials obligations | |
| Indemnification & D&O | Indemnification consistent with directors; continued D&O coverage post‑termination on same basis as directors | |
| Governing Law/Jury Waiver | New York law; exclusive NY courts; jury trial waived; FINRA arbitration in NY if required |
Compensation Structure Analysis
- The company’s compensation framework emphasizes performance‑based pay, robust clawbacks (including time‑based awards and specified misconduct), strong stock ownership guidelines, and prohibitions on hedging/pledging; best‑practice guardrails include no single‑trigger CIC, automatic §280G reduction (no excise tax gross‑ups), no option repricing without stockholder approval, and limited perquisites .
- Annual say‑on‑pay and active investor engagement are part of governance practice, supporting pay‑for‑performance credibility .
Say‑on‑Pay & Shareholder Feedback
| Item | Disclosure |
|---|---|
| 2023 Say‑on‑Pay Support | 92.4% approval; investors noted positive evolution of executive compensation programs |
| Engagement | Company reached out to holders of ~65% (2023) and ~68% (2024) of outstanding shares; engaged with investors representing ~33% (2023) and ~49% (2024) |
Expertise & Qualifications
- Legal and regulatory leadership with deep experience in IPO execution, acquisitions, and major regulatory change (Dodd‑Frank), plus long‑tenured responsibility for MarketAxess legal and compliance functions .
- Education: B.A. (Honors) Wesleyan University; J.D. NYU School of Law .
Work History & Career Trajectory
| Period | Role | Company | Notable Experience |
|---|---|---|---|
| 2014–Present | General Counsel & Corporate Secretary | MarketAxess | Leads legal, compliance, and regulatory affairs |
| 2003–2014 | General Counsel & Corporate Secretary | GFI Group | IPO, acquisitions, Dodd‑Frank implementation |
| 2000–2003 | Associate General Counsel | GFI Group | Built legal function pre‑IPO |
| 1996–2000 | Associate (M&A) | Dewey Ballantine LLP | Transactional execution |
Risk Indicators & Red Flags
- Hedging or pledging of company stock is prohibited, reducing misalignment risk .
- No §280G excise tax “gross‑ups”; automatic reduction indicates shareholder‑friendly CIC practice .
- Clawback policies adopted and expanded (NASDAQ 5608 compliance and additional misconduct triggers) .
Equity Ownership & Alignment – Policy Context
- Executive officers are subject to stock ownership guidelines; explicit multiples are disclosed for NEOs (CEO 10x salary, other NEOs 3x) and compliance is reviewed by the Nominating and Corporate Governance Committee; all NEOs are in compliance. The proxies do not state a specific ownership multiple or compliance status for the General Counsel .
Employment Contracts, Severance & CIC Economics – Implications
- Strong retention mechanisms: multi‑year, auto‑renewing severance agreement; non‑compete (6 months) and non‑solicit covenants; garden leave option; and continued vesting for 12 months on termination outside CIC mitigate immediate attrition risk and protect franchise knowledge .
- Change‑of‑control terms: accelerated vesting, 1.5x cash multiple, pro‑rata bonus, and COBRA coverage balance executive protection with shareholder‑friendly §280G cut‑down—reducing parachute risk while ensuring continuity through strategic transactions .
Investment Implications
- Alignment: Prohibitions on hedging/pledging and company‑wide clawbacks lower governance risk; ownership guidelines further promote long‑term alignment even if the General Counsel’s personal ownership is <1% (5,077–5,638–5,299 shares over 2023–2025) .
- Retention risk: The severance protection agreement’s cash multiples, vesting continuation/acceleration, and enforceable non‑compete/non‑solicit provisions suggest low near‑term retention risk and reduced likelihood of disruptive departure; garden leave tools further protect the enterprise during transitions .
- Trading signals: Unvested RSUs/PSUs (3,864 and 4,019 units disclosed for 2024) indicate scheduled vesting events that could create limited mechanical selling pressure upon settlement, subject to policy and personal elections; hedging/pledging bans curb leverage‑driven liquidity actions .