Stephen Casper

About Stephen P. Casper

Stephen P. Casper, age 75, is an independent director of MarketAxess Holdings Inc. and has served on the Board since April 2004. He is Chair of the Audit Committee and a member of the Compensation & Talent Committee, and the Board has determined he is independent under Nasdaq standards. Casper is a Certified Public Accountant with a B.B.A. in accounting (Baruch College, magna cum laude, Beta Gamma Sigma) and an M.S. in finance and accounting (Wharton). He brings extensive fixed‑income, accounting, risk and leadership experience, and qualifies as an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Current MKTX committees:
  • Audit Committee: Chair (members Casper, Cruger, Gibson, Ketchum). All members independent; each designated an SEC “audit committee financial expert.”
  • Compensation & Talent Committee: Member (chair Altobello; members Casper, Gibson, Hernandez). All members independent and non‑employee directors.
• Independence: Board determined all non‑employee directors, including Casper, are independent.
• Attendance and engagement:
  • 2024 meetings: Board (7), Audit (5), Compensation & Talent (5); the Audit and Risk Committees also held one joint meeting. All directors attended at least 75% of Board and committee meetings; most directors attended the 2024 annual meeting.
• Board leadership: Independent Chairman structure in place (Chair: Carlos M. Hernandez). Committees consist solely of independent directors.

Fixed Compensation (Director)

No retirement benefits or perquisites are provided to non‑employee directors.

Performance Compensation (Director)

• Performance metrics tied to director compensation: Not applicable. Non‑employee director equity is time‑based (RSUs/restricted stock) and vests on service; no performance‑based awards for directors were disclosed. No director stock options were granted in 2024 and none were outstanding at year‑end.

Other Directorships & Interlocks

• Related‑party / interlocks: The company disclosed no related party transactions since Jan 1, 2024. Some entities affiliated with directors may have ordinary‑course trading/data agreements reviewed annually by the Audit Committee; no material related‑party transactions requiring disclosure were reported.

Expertise & Qualifications

• Skillset emphasized by the Board: fixed‑income/electronic trading, accounting/financial reporting, risk management, M&A, regulatory experience, and capital management.
• Qualifications: CPA; senior leadership across asset management and financial services; extensive public accounting, financial reporting, and risk oversight—basis for audit committee financial expert designation.
• Education: B.B.A. in accounting (Baruch College, magna cum laude, Beta Gamma Sigma); M.S. in finance and accounting (Wharton).

Equity Ownership

Insider trading activity (Form 4)

Note: “Post-Transaction Holdings” reflect the Form 4 reported balances (some entries show indirect holdings as reported). Awards align with annual director RSU grants in June. (Form 4 records above)

Governance Assessment

• Strengths

  • Independent Audit Chair and SEC‑defined audit committee financial expert; deep accounting and fixed‑income markets experience supports oversight of financial reporting, risk, and controls.
  • Committee structure entirely independent; strong governance architecture with independent Chair of the Board and regular executive sessions.
  • Director pay balanced between cash and equity, with clear structure; no options granted to directors in 2024; no perquisites or retirement benefits.
  • Stock ownership guidelines (5× retainer) and prohibition on hedging/pledging reinforce alignment.
  • No related‑party transactions reported for 2024–2025; ordinary‑course agreements with entities related to some directors are reviewed annually by the Audit Committee.
  • Shareholder sentiment signal: 2024 Say‑on‑Pay support at 94% (context for overall governance and pay philosophy).

• Watch items / potential risks

  • Very long board tenure (director since 2004) can raise perceptions of diminished independence over time even if formal criteria are met; offset by ongoing board refreshment and independence determinations.
  • Periodic open‑market sales observed (2024–2025); not inherently problematic, but investors often monitor patterns around sales vs. grants and company catalysts; company policy already bans hedging/pledging. (Form 4 URLs above)
  • Concentration of financial expertise in Audit Chair role underscores importance of succession planning for committee leadership; Board conducts annual performance evaluations and refreshment reviews.

Overall, Casper’s financial acumen, audit leadership, and fixed‑income domain expertise are aligned with MKTX’s governance needs, with structural safeguards (independent committees, ownership rules, clawbacks for executives, and no director perqs) supporting investor confidence. No related‑party or attendance red flags were disclosed.