Bradley Peterson
NASDAQAbout Bradley Peterson
Bradley J. Peterson (age 65) is Nasdaq’s EVP and CIO/CTO, serving since February 2013, leading global technology, information security, market infrastructure and platform modernization efforts . He holds an MBA from MIT Sloan and a B.S. in Systems Science & Economics from UCLA . Company performance context for incentive alignment: Nasdaq delivered 2024 net revenues of $4.6B, +9% non‑GAAP revenue growth, and ARR of $2.8B (+7%); cumulative 3‑year TSR (2022–2024) was 20.4%, driving PSU payout at 106.2% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nasdaq, Inc. | EVP and CIO/CTO | 2013–present | Led exchange and fintech platform modernization; migration of Nasdaq ISE to Fusion; tech integration of AxiomSL/Calypso; AI deployment across products . |
| Charles Schwab | EVP and CIO (Schwab Technology Services) | 2008–2013 | Enterprise technology innovation, infrastructure, operations . |
| eBay | CIO | 2003–2008 | Scaled commerce platform operations and technology . |
| Epoch Securities (merged with Goldman Sachs) | Managing Director & COO | 2001–2003 | Post‑merger operating leadership . |
| Epoch Partners; Charles Schwab & Co.; Pacific Bell Wireless | Senior executive roles | N/A | Product/operations leadership in fintech/telecom . |
External Roles
- Education and biography credentials reported by Nasdaq and CNBC; no additional public company board roles disclosed for Peterson in the proxy .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $650,000 | Maintained vs 2023 . |
| Target Annual Cash Incentive | $975,000 | 2024 target dollars (payout below). |
| 2025 Employment Agreement (effective 3/10/2025) | Base: $650,000; Target Bonus: 175% of base; 2025 equity award target ≥ $3.2M | New agreement through 1/1/2028 . |
Performance Compensation
Annual Incentive Structure and 2024 Outcome (Peterson)
| Goal Type | Metric | Weight | Threshold | Target | Max | 2024 Result | Payout vs Target |
|---|---|---|---|---|---|---|---|
| Corporate | Operating Income (run rate) | 50% | $2,278.3M | $2,447.3M | $2,540.1M | $2,465.4M | 120% |
| Corporate | Net Revenues | 20% | $4,283.9M | $4,542.1M | $4,687.2M | $4,585.3M | 130% |
| Corporate | ARR | 5% | $2,505.0M | $2,716.0M | $2,821.0M | $2,716.0M | 100% |
| Strategic | Client Data Management Initiative | 3% | — | — | — | Achieved | 200% |
| Strategic | Capital Allocation Framework | 2% | — | — | — | Achieved | 150% |
| Strategic | Advance Enterprise AI | 4% | — | — | — | Achieved | 200% |
| Strategic | Execute Adenza Integration | 3% | — | — | — | Achieved | 199% |
| Strategic | Third‑Party Risk Security Protocols | 2% | — | — | — | Achieved | 200% |
| Strategic | Cloud Strategy | 3% | — | — | — | Achieved | 200% |
| Strategic | System Reliability & OpEx | 3% | — | — | — | Achieved | 198% |
| Culture & Innovation | Culture/AI adoption | 5% | — | — | — | Achieved | 169% |
| Total | — | 100% | — | — | — | — | 138%; $1,346,633 |
Notes:
- Corporate goal calibrations and neutralizations for accounting changes were disclosed to preserve rigor .
Long-Term Incentives (granted 4/1/2024)
| Award Type | Performance Metric / Vesting | Target Shares (Peterson) | Grant Date Fair Value |
|---|---|---|---|
| PSUs (3‑year) | Relative TSR vs S&P 500 and peer group; 2024–2026 performance; 0–200% payout | 33,713 | $2,644,785 |
| PSUs (2‑year) | Two‑year PSUs tied to integration priorities; 2024–2025; 0–200% payout | 4,816 | $287,274 |
| RSUs | Time‑based, 4‑year vest (see schedule below) | 9,632 | $578,787 |
| Context | 2022 PSU cycle payout | — | 106.2% of target (cumulative TSR 20.4%) |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Shares Beneficially Owned (record date 4/14/2025) | 84,409 shares; <1% of outstanding . Calculated ownership ≈ 0.015% (=84,409 / 574,121,620) based on outstanding shares . |
| Stock Ownership Guidelines (Executives) | Chair/CEO: 12x salary; Presidents/CFO: 6x; Management Committee Members: 4x; Other EVPs: 3x; all NEOs in compliance at 12/31/2024 . |
| Hedging/Pledging | Executive officers may not hedge or pledge Nasdaq stock; 10b5‑1 plans permitted per SEC rules . |
Vested vs Unvested; Vesting Schedules (as of 12/31/2024)
| Instrument | Shares/Status | Vesting / Performance Terms |
|---|---|---|
| RSUs (various tranches) | 2,520 unvested | Vested 4/1/2025 . |
| RSUs | 4,395 unvested | 33% on 4/1/2024; 33% on 4/1/2025; 34% on 4/1/2026 (remaining as of 12/31/2024) . |
| RSUs | 9,191 unvested | 33% on 4/3/2025; 33% on 4/3/2026; 34% on 4/3/2027 . |
| RSUs | 9,632 unvested | 33% on 4/1/2026; 33% on 4/1/2027; 34% on 4/1/2028 . |
| RSUs | 22,494 unvested | Vest on 7/1/2025 . |
| PSUs (3‑year cycle) | 67,426 max opportunity (for 2024 grant) | 3‑year TSR, 0–200% payout, performance through 12/31/2026 . |
| PSUs (2‑year cycle) | 9,632 max opportunity (for 2024 2‑yr grant) | 2‑year performance through 12/31/2025, 0–200% payout . |
| Options | None outstanding listed for Peterson | 2024 table shows no option awards for Peterson . |
| 2024 Stock Vested | 59,133 shares vested; $4,151,165 value; 25,186 shares withheld for taxes . |
Insider Transactions and Selling Pressure (selected)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| 8/9/2024 | Sale | 40,000 | $67.79 | SEC Form 4 and Form 144 |
| 10/28/2024 | Sale | 13,642 | $75.32 | SEC Form 4 |
| 11/13/2024 | Sale | 11,820 | $79.58 | EDGAR link via OpenInsider |
| 2/26/2025 | Sale | 17,056 | $79.79 | EDGAR link via OpenInsider |
| 4/2/2025 | Sale | 2,308 | $75.67 | Nasdaq IR Form 4 PDF |
| 7/2/2025 | Sale | 11,508 | $88.87 | EDGAR link via OpenInsider |
Notes:
- Some filings reflect tax withholding share dispositions tied to vesting/settlement events (see 4/3/2025 vesting/tax Form 4 references) .
Employment Terms
| Term | Key Economics |
|---|---|
| Agreement | New employment agreement effective March 10, 2025; term through January 1, 2028 (unless earlier terminated) . |
| Pay | Base salary $650,000; Target bonus 175% of base; 2025 equity award target not less than $3.2M (granted April 1, 2025) . |
| Involuntary termination w/o cause or resignation for good reason | Pro‑rata target bonus for year of termination; continued vesting of outstanding equity awards (performance per actuals); 18 months health/welfare at active rates; $45,000 cash for financial/tax services . |
| Retirement notice (not before 12/31/2026) | 12‑months’ notice; base salary through term and target 2027 bonus (no proration); continued vesting of outstanding equity before notice and pro‑rata vesting for awards during notice; 18 months health/welfare; $45,000 for financial/tax services . |
| Change‑in‑Control (double trigger) | Company standard is double‑trigger for equity and severance . Estimated Peterson payments if terminated in connection with a change in control (as of 12/31/2024): Severance $2,275,000; Pro‑rata annual incentive $975,000; Equity vesting $3,728,816; Continued performance‑based equity vesting $5,820,902; Health & welfare $38,602; Total $12,838,320 . |
| Clawbacks | Broad recoupment policy for officers (errors, policy/legal breaches, reputational harm, misconduct) and Dodd‑Frank compliant supplemental policy for restatements (3‑year lookback) . |
| Hedging/Pledging | Prohibited for executives; trading via compliant 10b5‑1 plans allowed . |
| Perquisites | Basic financial/tax planning; charitable matching; no tax gross‑ups; Peterson 2024 “All other” included 401(k) match $20,700 and financial/tax planning $14,055 . |
| Deferred Compensation | Aggregate balance $1,030,024; 2024 aggregate earnings $147,450; no company contributions . |
Compensation Structure Analysis
- Mix and risk: Emphasis on at‑risk pay; for Peterson 2024 target equity increased to $3.0M (PSUs $2.4M; RSUs $0.6M), while cash targets held flat; aligns incentives to multi‑year TSR and strategic integration outcomes .
- Metric rigor: Corporate nets focused on net revenues, run‑rate operating income and ARR; calibration neutralized accounting treatment changes to preserve rigor .
- Governance protections: Double‑trigger CoC; robust clawbacks; no hedging/pledging; no option repricing, no tax gross‑ups; say‑on‑pay support 97% in 2024 .
Say‑on‑Pay & Committee/Peers
- Say‑on‑pay approval: 97% support at 2024 Annual Meeting .
- Compensation Committee: Independent; oversees philosophy, targets, and succession; retained independent consultant Exequity in 2024 (fees disclosed) .
- Peer group: Broad mix of exchanges, info services, transaction processors, fintech and software firms used for benchmarking (26 companies) .
Performance & Track Record (role‑specific highlights)
- 2024 achievements: Fusion migration for Nasdaq ISE; AxiomSL/Calypso (Adenza) tech integration; Client Data Hub; AI feature deployment across products and internal operations; operational excellence and reliability improvements .
- Company results context: 2024 record net revenues $4.6B; ARR $2.8B; 80% IPO win rate; record Index AUM $647B; deleveraging and 9% dividend increase .
Investment Implications
- Alignment: High equity mix with multi‑year PSU focus (relative TSR and integration goals) aligns Peterson’s pay to shareholder outcomes; 2022 PSU cycle paid ~106% on 20.4% 3‑yr TSR .
- Retention: New 2025 agreement through 2028 with retirement‑notice mechanics and continued/pro‑rata vesting supports leadership continuity through platform transformation .
- Selling pressure: Multiple Form 4 sales in 2H24–2025 (including a 40k sale on 8/9/2024 and subsequent sales) could introduce periodic technical pressure, though hedging is barred and sizable unvested awards remain outstanding .
- Downside protections: Double‑trigger CoC and continued vesting provisions are shareholder‑friendly versus single‑trigger approaches; strong clawbacks and no pledging mitigate governance risk .
Overall, Peterson’s incentive design emphasizes execution on platform integration, AI/product advancement, and operating leverage—key drivers behind Nasdaq’s transformation—while governance features (double‑trigger, clawbacks, no hedging/pledging) reduce misalignment risk .