William Cruger
MARKETAXESS HOLDINGSAbout William F. Cruger
William F. Cruger, age 66, has served on the MarketAxess Holdings Inc. Board since November 2013. He is an independent director with deep investment-banking credentials, including Vice Chairman of Investment Banking at JPMorgan until his retirement in August 2013; he holds a B.A. from Clark University and an M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan | Vice Chairman, Investment Banking | Until Aug 2013 | Key client coverage globally |
| JPMorgan | Managing Director, Financial Institutions Group | 1996–2011 | Senior coverage of FIs |
| JPMorgan (LabMorgan) | Oversaw rationalization of private equity investments in trading platforms | 2000–2001 | Strategic portfolio rationalization |
| JPMorgan | Head of Investment Banking, Japan | 1991–1996 | Regional leadership |
| JPMorgan | Head of Investment Banking, Latin America | 1989–1991 | Regional leadership |
| JPMorgan | Head of Investment Banking, Emerging Asia | 1984–1988 | Regional leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M&T Bank Corporation (NYSE: MTB) | Director | Not disclosed in proxy | Not disclosed in proxy |
| Virtu Financial, Inc. (NASDAQ: VIRT) | Director | Not disclosed in proxy | Not disclosed in proxy |
| Archipelago (prior) | Director | Not disclosed in proxy | Not disclosed in proxy |
| Credittrade (prior) | Director | Not disclosed in proxy | Not disclosed in proxy |
| Capital IQ (prior) | Director | Not disclosed in proxy | Not disclosed in proxy |
| People’s United Financial, Inc. (prior) | Director | Until acquisition by M&T Bank | Not disclosed in proxy |
Board Governance
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Audit | Member; Audit Committee Financial Expert | 5 |
| Finance | Member | 6 |
- Independence: Board determined all non-employee directors (including Cruger) are independent under NASDAQ standards; all committees are composed of independent directors .
- Attendance and engagement: Board met 7 times; all directors attended at least 75% of Board and committee meetings; non-management directors held executive sessions at each Board meeting .
- Election signal (2024 Annual Meeting): Cruger received 32,796,655 “For”, 686,122 “Against”, 7,015 “Abstain”; broker non-votes 1,084,423 .
| William F. Cruger 2024 Election Votes | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Counts | 32,796,655 | 686,122 | 7,015 | 1,084,423 |
Fixed Compensation
Director pay structure (effective July 2024):
| Component | Annual Payment |
|---|---|
| Board Member Cash Retainer | $85,000 |
| Board Member Equity Retainer | $160,000 |
| Audit & Risk Committee Fees | $25,000 (Chair); $12,500 (Member) |
| All Other Committees Fees | $20,000 (Chair); $10,000 (Member) |
Actual 2024 compensation (Cruger):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| William F. Cruger | $127,500 | $153,404 | $280,904 |
Performance Compensation
Annual director equity awards and vesting:
| Grant | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| 2024 annual grant (restricted stock/RSUs) | 781 | $153,404 | Earlier of one year from grant or next annual meeting; RSUs may be deferred; dividends paid only upon vesting |
Aggregate outstanding director equity at FY-end 2024 (Cruger):
| Name | Aggregate Number of Stock Awards Outstanding at Fiscal Year End |
|---|---|
| William F. Cruger | 781 |
Other Directorships & Interlocks
| Company | Relationship to MKTX | Oversight/Controls |
|---|---|---|
| Entities where some directors serve as employees or officers (e.g., financial institutions, trading firms) | Parties to platform/data agreements entered in ordinary course | Audit Committee reviews and approves annually; no related party transactions >$120k since Jan 1, 2024 |
- MKTX discloses that certain entities for which directors serve as employees or officers maintain user/dealer/data agreements with MKTX’s platforms and data products in the ordinary course; Audit Committee reviews and approves these annually .
- No related party transactions requiring disclosure occurred since Jan 1, 2024 .
Expertise & Qualifications
- Audit committee financial expert (SEC definition); Audit Committee member .
- Skills matrix indicates strengths in corporate governance, fixed income/electronic trading, M&A, financial planning/capital management, accounting, risk management, public board experience, talent management, and international .
- Extensive investment banking leadership and global markets experience (JPMorgan roles across multiple regions and business lines) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficially Owned Shares (as of Apr 7, 2025) | 8,023 |
| Ownership % | <1% (asterisk per table) |
| Direct Shares | 7,242 |
| Unvested Restricted Stock Awards vesting within 60 days | 781 |
| Director Stock Ownership Guideline | 5× cash retainer ($425,000) |
| Share requirement (as of Apr 1, 2025 price basis) | 1,857 shares |
| Compliance status | All non-employee directors have achieved or are within 5-year window |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
- Positive signals: Independent chairing of Nominating & Corporate Governance Committee enhances board refresh and ESG oversight ; Audit Committee Financial Expert designation supports financial reporting integrity ; all directors ≥75% attendance demonstrates engagement .
- Shareholder support: Strong individual vote totals in 2024 election; say‑on‑pay support ~94% per Compensation Committee letter, indicating favorable investor sentiment on governance and pay design .
- Conflicts monitoring: While director‑affiliated entities may use MKTX platforms/data, these are ordinary‑course agreements subject to annual Audit Committee review; no related party transactions >$120k reported since Jan 1, 2024 .
- Policy safeguards: Strict anti‑hedging/pledging policy; long holding period for director grants; robust director ownership guidelines (5× retainer) promote alignment .
RED FLAGS
- Potential perceived conflict from serving on boards of industry participants that may be MKTX platform/data users (e.g., Virtu Financial, M&T Bank), though mitigated by ordinary‑course contracting, fee payment, and annual Audit Committee review; no related party transactions requiring disclosure were reported .