Adena Friedman
NASDAQAbout Adena Friedman
Adena T. Friedman (age 55) is Chair and CEO of Nasdaq, Inc., serving as CEO since January 1, 2017 and Chair since January 1, 2023, after prior executive roles at Nasdaq and as CFO/Managing Director at The Carlyle Group (2011–2014) . Under her leadership in 2024, Nasdaq reported record net revenues of $4.6B (+19% YoY), ARR of $2.8B (+7% YoY), and executed on strategic integration, innovation and accelerated growth priorities; 2022–2024 PSUs paid out at 106.2% on relative TSR (20.4% cumulative TSR, 57th percentile vs S&P 500; 46th vs peers) . In 2024, Friedman’s annual incentive paid at 134% of target based on achievement across corporate financials and strategic goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nasdaq, Inc. | Chair and CEO | Chair since 1/1/2023; CEO since 1/1/2017 | Led multi-year transformation toward a scaled technology and solutions platform; record net revenues and ARR growth . |
| Nasdaq, Inc. | President and COO | Dec 2015 – Dec 2016 | Drove operating execution and product strategy prior to CEO appointment . |
| Nasdaq, Inc. | President | Jun 2014 – Dec 2015 | Advanced strategic initiatives and product development . |
| The Carlyle Group | CFO and Managing Director | Mar 2011 – Jun 2014 | Senior finance leadership at a global alternative asset manager . |
| Nasdaq, Inc. (earlier tenure) | Head of Data Products; Head of Corporate Strategy; CFO | (Prior decade+) | Shaped data, M&A/strategy, and finance foundations for subsequent transformation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federal Reserve Bank of New York | Director | Current | Board-level oversight contribution . |
| Vanderbilt University | Board of Trust (Trustee) | Current | Higher-education governance . |
| Business Roundtable | Director; Chair, Technology Committee | Current | Policy and technology agenda leadership . |
Fixed Compensation
| Element | 2024 target | Notes |
|---|---|---|
| Base salary | $1,250,000 | Maintained at 2023 level at CEO’s request . |
| Target annual cash incentive | $3,750,000 | 2024 payout earned: $5,009,927 (134% of target) . |
| Target equity – PSUs (3-yr) | $10,400,000 (grant-date face value) | 146,090 target 3-yr PSUs granted on 4/1/2024 . |
| Target equity – RSUs (time-based) | $2,600,000 (grant-date face value) | 41,740 RSUs granted on 4/1/2024 . |
| Total target compensation | $18,000,000 | Equal to 2023 target . |
Performance Compensation
2024 Annual Incentive Plan (AIP) – CEO detail
| Goal category | Metric | Weight | Results vs target | Payout ($) |
|---|---|---|---|---|
| Corporate financial | Operating Income (Run Rate) | 50% | 120% | $2,242,727 |
| Corporate financial | Net Revenues | 20% | 130% | $973,294 |
| Corporate financial | ARR | 5% | 100% | $187,500 |
| Strategic initiatives | (9 objectives, incl. AI, Adenza integration, divisional advances) | 20% total | 150%–200% on most; 103% for Listings | $1,385,906 (sum of strategic line items) |
| Culture & Innovation | Culture/Innovation | 5% | 169% | $316,781 |
| Total | 100% | 134% overall | $5,009,927 |
Corporate scorecard context (company-wide): 2024 Operating Income (Run Rate) $2,465.4M (120% payout), Net Revenues $4,585.3M (130%), ARR $2,716.0M (100%) .
Long-term incentives (LTI) design and 2024 grants
- Structure
- 3-year PSUs (70% of PSU mix): Relative TSR vs two groups (50% S&P 500; 50% S&P 500 GICS 4020 Index). Payout from 0% at bottom to 200% at ≥85th percentile; capped at 100% if absolute TSR is negative .
- 2-year PSUs (10% of PSU mix): Integration milestones tied to Adenza integration; performance period 1/1/2024–12/31/2025; cliff vest 1/4/2027; 0–200% payout range .
- RSUs (20% of LTI): Time-based vesting over four years (33% year 2; 33% year 3; 34% year 4) .
- 2024 CEO grants (awarded 4/1/2024)
- 3-year PSUs: 146,090 target units .
- 2-year PSUs: 20,870 target units .
- RSUs: 41,740 units .
Settlement history and performance
| Award | Performance period | Measure | Result |
|---|---|---|---|
| 2022 3-year PSUs (settled 2/2025) | 1/1/2022–12/31/2024 | Relative TSR (50% S&P 500; 50% peer exchanges) | 57th percentile vs S&P 500 (120.3% factor); 46th vs peers (92.2%); blended 106.2% payout; company TSR 20.4% . |
Equity Ownership & Alignment
Ownership, guidelines, restrictions
- Total beneficial ownership (CEO): 2,752,108 shares; includes 806,451 vested options and 147,000 indirectly via family trusts; she is deemed non-independent as CEO .
- Executive stock ownership guideline for CEO: 12x base salary; executives prohibited from hedging and pledging company stock; 10b5‑1 trading plans permitted under policy .
- Director pay: CEO receives no additional compensation for serving as Chair/director .
Outstanding awards and upcoming vesting (CEO)
| Instrument | Quantity | Terms |
|---|---|---|
| Stock options (exercisable) | 806,451 | Exercise price $22.23; expires 1/3/2027 . |
| Stock options (unexercisable) | 613,872 | Exercise price $67.48; expires 1/3/2032 . |
| RSUs (2022/2023 cycles) | 13,260; 26,382; 47,794 | 13,260 vested 4/1/2025; “26,382” tranche remaining vests through 4/1/2026; “47,794” tranches vest 4/3/2025–4/3/2027 as scheduled . |
| RSUs (2024 grant) | 41,740 | Vests 33% on 4/1/2026; 33% on 4/1/2027; balance 4/1/2028 . |
| PSUs (max shares disclosed) | 191,176 (2023 cycle, 3-yr); 292,180 (2024 cycle, 3-yr max); 41,740 (2024 cycle, 2-yr max) | Performance-based; 2025 and 2026 3-yr cycles and 2025 2-yr cycle shown per SEC disclosure conventions . |
Implications for selling pressure
- Time-based RSU cliffs in 2025–2028 and option exercisability create periodic liquidity windows; however, hedging/pledging is prohibited and executives generally use 10b5‑1 plans, which moderates discretionary timing risk around insider activity .
Employment Terms
Adena T. Friedman Employment Agreement (effective March 11, 2025)
| Term | Provision |
|---|---|
| Title/term | Chair and CEO through January 1, 2030 unless earlier terminated . |
| Base salary | $1,400,000 . |
| Target bonus | 300% of base salary . |
| 2025 equity | Target grant date value ≥$15,000,000 (granted April 1, 2025) . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 2x base + 2x target bonus + pro‑rata target bonus; 24 months continued equity vesting (performance vesting based on actuals); 18 months benefits at active rates; $45,000 for financial/tax services . |
| Retirement | With 12 months’ notice (no earlier than 12/31/2027): compensation through notice period; pro‑rata bonus; continued equity vesting (performance based on actuals); 18 months benefits; $45,000 for financial/tax services . |
| Change‑in‑control (double‑trigger) | If terminated without cause/for good reason within 6 months before or 2 years after a CIC: cash equal to 2x base + 2x target bonus + pro‑rata bonus; 18 months benefits; full vesting per plan terms . |
| Restrictive covenants | Non‑compete 2 years; must execute release; severance can cease if covenants breached . |
| Clawbacks | Broad incentive recoupment; supplemental SEC/Nasdaq rule‑compliant clawback; SOX clawback applies to CEO/CFO . |
| Perquisites | Company car and security‑trained driver; reported incremental personal use; financial planning services available . |
CEO special long-dated option (legacy, granted January 3, 2022)
- One‑time $10M performance‑based stock option; 50% vests on a 5‑year fully‑diluted EPS CAGR target ≥3.0%; remaining 50% after 5 years; designed to link to long‑term TSR via earnings growth .
Estimated termination values (reference as of 12/31/2024)
- Illustrative totals (e.g., no‑cause termination vs CIC) are disclosed; e.g., “Termination Due to Change in Control” total of ~$57.5M for CEO at 12/31/2024 assumptions (includes cash, pro‑rata bonus, equity values per SEC conventions) .
Board Governance & Service (dual-role implications)
- Combined Chair/CEO role with a robust Lead Independent Director (Michael R. Splinter) structure; Lead Independent Director has expansive duties including presiding over executive sessions, agenda approval, investor availability, and Board assessment oversight .
- Board independence: 11 of 12 nominees independent (CEO is the sole non‑independent director) .
- Committee membership: Friedman serves on the Finance Committee; CEO receives no compensation for Board service .
- Board activity and independence safeguards: 9 Board meetings in 2024; 8 executive sessions without management; all incumbents attended at least 81% of meetings .
- Governance mitigants for dual role include independent committee leadership, frequent executive sessions, and the governance framework outlined in Corporate Governance Guidelines .
Compensation Structure Analysis
- Emphasis on at‑risk, performance‑based pay: In 2024, annual incentives were fully performance‑based; PSUs comprised the bulk of LTI with relative TSR and Adenza integration metrics; RSUs support retention .
- 2024 AIP rigor and adjustments: Targets set relative to budget; adjustments neutralized an accounting methodology change (AxiomSL) and a forecasting methodology change; outcome still produced a 134% CEO payout on defined goals .
- Clawbacks; no hedging/pledging; no option repricing; double‑trigger CIC; no tax gross‑ups; strong stock ownership requirements (CEO 12x salary) .
Compensation Peer Group & Say‑on‑Pay
- Benchmarking approach: 2024 peer group consolidated across exchanges, information services, transaction processors, and scaled technology firms, including ICE, CME, LSEG, Deutsche Börse, S&P Global, Moody’s, MSCI, ADP, Visa, Mastercard, ServiceNow, Workday, and others; Nasdaq does not target a specific percentile .
- Say‑on‑Pay: 97% approval at the 2024 Annual Meeting; program retained core design .
Equity Ownership & Large Holders (context)
- Major shareholders include Borse Dubai (10.2%), Investor AB (10.1%), Vanguard (9.1%), Thoma Bravo (7.5%), Wellington (6.8%), BlackRock (5.3%); note Borse Dubai’s voting capped and part of its holdings pledged as security .
Risk Indicators & Red Flags
- Hedging and pledging by insiders prohibited; 10b5‑1 plans permitted (reduces optics of timing risk) .
- Robust clawbacks; no re‑pricing of options; double‑trigger CIC; no tax gross‑ups .
- CEO pay ratio for 2024: 234:1, consistent with scaled platform peers (disclosed methodology) .
Investment Implications
- Strong pay‑for‑performance alignment: majority PSUs with relative TSR and integration PSUs drive long‑term value behavior; CEO deferred any raise in 2024 to prioritize team retention, signaling alignment .
- Retention visibility: 2025 employment agreement through 2030 with meaningful at‑risk mix and continued‑vesting mechanics reduces leadership turnover risk during the scaled platform build‑out and deleveraging roadmap .
- Trading/overhang dynamics: Defined RSU vesting ladders (2025–2028) and an outstanding long‑dated option create periodic supply, though sale timing is typically governed by 10b5‑1 plans and policy constraints .
- Governance mitigants for dual role: Lead Independent Director duties, high director independence, frequent executive sessions, and committee structures help manage Chair/CEO concentration risk .