Alfred Zollar
NASDAQAbout Alfred W. Zollar
Independent director of Nasdaq, Inc. since 2019; age 70. Former IBM senior executive and former Executive Partner/Advisor at Siris Capital, with deep technology, software, and customer-focused operating experience. Current public company directorships include IBM (Directors & Corporate Governance Committee) and BNY (Risk Committee; Technology Committee Chair). At Nasdaq, he serves on the Audit & Risk and the Nominating & Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siris Capital Group, LLC | Executive Advisor; previously Executive Partner | Exec. Partner since Feb 2014; Exec. Advisor Mar 2021–Nov 2024 | Private equity operating advisor; brings software/fintech insights to boards |
| IBM | General Manager, Tivoli Software | Jul 2004–Jan 2011 | Led strategy and P&L for enterprise software portfolio |
| IBM | General Manager, iSeries (AS/400) | Prior to 2004 (dates not specified) | P&L and strategy leadership for server line |
| IBM | General Manager, Lotus Software and other senior roles | Prior to 2004 (dates not specified) | Senior management roles across IBM software groups |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Business Machines Corporation (IBM) | Director | Current | Directors & Corporate Governance Committee |
| The Bank of New York Mellon (BNY) | Director | Current | Risk Committee; Technology Committee (Chair) |
| Public Service Enterprise Group (PSEG) | Director | Past 5 years | Former public company board service |
Board Governance
- Nasdaq Committee assignments: Audit & Risk; Nominating & Governance (member; not a chair) .
- Director classification and independence: Non-Industry; Public; the Board determined 11 of 12 nominees are independent; Mr. Zollar is listed as Independent .
- Board activity and attendance: Board held 9 meetings in 2024; Audit & Risk (11), Finance (4), Management Compensation (7), Nominating & Governance (6). Each incumbent director serving the full year attended at least 81% of the Board and applicable Committee meetings (director-specific percentages not disclosed). Board met in executive session at 8 meetings .
- Audit & Risk Committee remit includes financial reporting oversight, SOX controls, cybersecurity and AI risk oversight, and approval/ratification of related-person transactions—key to conflict management .
- Nominating & Governance remit includes board refreshment, independence monitoring, and oversight of sustainability/governance trends .
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (June 2024–June 2025) | $85,000 | Cash or equity election; paid/semi-annual if cash |
| Annual equity award (grant-date value) | $260,000 | Granted as RSUs; vests in full one year from grant date |
| Committee Chair retainers | $40,000 (Audit & Risk); $30,000 (Management Compensation); $20,000 (Finance; Nominating & Governance) | Cash or equity election |
| Committee member retainers | $20,000 (Audit & Risk); $10,000 (Management Compensation; Nominating & Governance); $5,000 (Finance) | Cash or equity election |
| Benefits/perqs | Expense reimbursement; D&O insurance; business travel accident insurance; no retirement/health/life benefits | Directors may elect equity in lieu of cash fees |
Zollar’s 2024 director compensation (for FY2024 service):
| Item | Amount/Details |
|---|---|
| Fees earned or paid in cash | $0 (elected equity) |
| Stock awards (grant-date fair value) | $369,263 |
| Total | $369,263 |
| 2024 grants detail (all on June 11, 2024) | 4,405 RSUs annual equity ($256,037); 1,440 RSUs for annual retainer election ($83,699); 508 RSUs for committee fees ($29,527). Vests in full one year from grant date; unvested RSUs vest June 11, 2025 |
Performance Compensation
- Nasdaq does not tie non-employee director pay to performance metrics; all equity paid to directors consists of time-based RSUs vesting in one year; no options or PSUs for directors .
| Performance Metric | Weight | Target | Outcome |
|---|---|---|---|
| Not applicable for director compensation (time-based RSUs only) | — | — | — |
Other Directorships & Interlocks
| Company | Relationship to Nasdaq | Interlock/Transactions Disclosed |
|---|---|---|
| IBM (Director) | Technology company | No IBM-related transactions disclosed in Nasdaq’s related-party section |
| BNY (Director) | Financial services | No BNY-related transactions disclosed in Nasdaq’s related-party section |
| PSEG (Former Director) | Utility | Not applicable (past service) |
Nasdaq disclosed related-person transactions for Borse Dubai, Investor AB, and SEB (director Torgeby’s employer) with amounts and arm’s-length treatment; IBM/BNY were not listed, and all related-person transactions are reviewed under a formal policy overseen by the Audit & Risk Committee .
Expertise & Qualifications
- Career technologist and former IBM senior leader across multiple software divisions; expertise in product development, customer satisfaction, and strategy .
- Extensive public company board experience (IBM, BNY; prior PSEG), including chairing a technology committee at BNY—relevant to Nasdaq’s technology and cyber oversight .
- Service on Nasdaq’s Audit & Risk and Nominating & Governance aligns with his technology risk and governance background .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (Nasdaq common) | 49,293 shares; less than 1% of outstanding |
| Unvested RSUs (as of 12/31/2024) | 6,353 RSUs; all vest on June 11, 2025 |
| Vested shares under Equity Plan (as of 12/31/2024) | 40,398 shares |
| RSUs vesting within 60 days (from record date) | Includes 6,353 RSUs vesting within 60 days |
| Shares pledged as collateral | No pledging indicated for Mr. Zollar in the proxy (contrast: Borse Dubai pledged 49.5M shares) |
| Director stock ownership guideline | Minimum 2x annual equity award; new directors have 4 years to comply; all directors required to comply were in compliance as of Dec 31, 2024 |
Insider Trading and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings in 2024 | Company reports all directors/officers complied, except ministerial late filings for one executive (Brendan Brothers) and one director (Jeffery Yabuki). No exceptions noted for Mr. Zollar |
Governance Assessment
- Signals of alignment: Elected to take 2024 retainer and committee fees in equity (zero cash fees), increasing ownership alignment; received standard annual director RSU grant with one-year vesting; in a board-wide regime requiring 2x equity award ownership—directors in compliance as of year-end 2024 .
- Committee effectiveness: Placement on Audit & Risk and Nominating & Governance leverages his technology/operational background and supports oversight of financial reporting, cyber/AI risk, and board refreshment/independence .
- Independence and attendance: Classified Independent; board maintained majority independence; all full-year incumbents met 81%+ attendance; executive sessions held frequently (8 of 9 meetings), supporting independent oversight .
- Conflicts/related-party risk: Current external directorships at IBM and BNY could pose potential exposure if Nasdaq had material dealings; the proxy’s related-party section does not list IBM or BNY transactions, and the Audit & Risk Committee oversees a robust related-person transaction policy to mitigate conflicts .
- Shareholder confidence backdrop: 97% Say-on-Pay support at the 2024 Annual Meeting underscores investor support for Nasdaq’s compensation/governance program (company-level signal) .
RED FLAGS: None identified specific to Mr. Zollar in the proxy. No pledging, no related-party transactions involving IBM/BNY disclosed, and no Section 16 filing issues noted for him .