Bryan Smith

About Bryan Smith

Bryan E. Smith, age 52, is EVP and Chief People Officer at Nasdaq. He has served as EVP since January 2020, after previously serving as SVP and Chief People Officer since 2012. Prior to joining Nasdaq in 2012, Smith was a founding partner at Meridian Compensation Partners LLC and a Principal at Hewitt Associates LLC (now Aon Hewitt), advising boards and senior management on executive compensation. Education details are not disclosed. Company performance context tied to executive pay includes record 2024 net revenues of $4.6B (+19% y/y) and ARR of $2.8B (+7% q/q exit), and three-year cumulative TSR of 20.4% with PSUs vesting at 106.2% of target for the 2022–2024 cycle .

Past Roles

External Roles

• None disclosed for public company boards or outside directorships .

Fixed Compensation

• Not disclosed for Smith; the proxy provides detailed compensation only for Named Executive Officers (NEOs), while Smith is listed as an executive officer but not a NEO .

Performance Compensation

Nasdaq’s Executive Corporate Incentive Plan (ECIP) ties annual incentives to corporate and division/business unit financial objectives plus strategic and culture/innovation goals. Corporate objectives and 2024 scoring (company-level):

• ECIP goals are formula-driven with 0–200% payout ranges; 2024 adjustments were made to neutralize accounting changes and forecasting methodology updates. No discretion was applied to NEO bonus goal scoring in 2024 .
• Long-term incentives for senior executives primarily use PSUs based on three-year relative TSR versus S&P 500 and peer companies; 2022–2024 cycle vested at 106.2% of target (company-level). RSUs vest over time; in 2024, some PSUs carried two-year performance periods for certain NEOs .

Equity Ownership & Alignment

Stock Ownership Guidelines (applicable to senior executives):

• New or newly promoted executives are expected to meet ownership levels within five years; holdings counted include RSUs (vested/unvested) and PSUs after performance period completion .
• Hedging and pledging: Executive officers are prohibited from hedging, short sales, derivative transactions, and pledging/margin accounts; Rule 10b5-1 trading plans are permitted subject to SEC regulations .
• Clawbacks: Nasdaq maintains a broad incentive recoupment policy for officers SVP+ (cash/equity recoupment for financial reporting errors, policy/legal breaches, reputational harm), and a supplemental clawback compliant with SEC and Nasdaq listing rules .

Employment Terms

• No specific employment agreement for Smith is disclosed in the proxy. Employment agreements are detailed for certain other executives (CEO, President, CIO/CTO), and a separate change-in-control severance plan applies to executives such as CFO and President, Capital Access Platforms; summary below reflects company program design rather than Smith-specific terms .

Change-in-Control (Double Trigger) Economics (examples from disclosed agreements/policy):

• CEO and President (Cohen) employment agreements: upon termination without cause/for good reason within six months prior to or two years following a change in control, cash severance equal to 2x base salary + 2x target bonus + pro-rata target bonus; 18 months health coverage; full vesting per Equity Plan .
• CIO/CTO (Peterson) employment agreement: similar window; cash severance equals 2x base salary + 1x target bonus + pro-rata target bonus; 18 months health coverage; full vesting per Equity Plan .
• Change-in-control severance plan (Youngwood, Griggs): 2x base salary + target bonus + pro-rata target bonus + unpaid prior year bonus; employer COBRA share up to two years or until new coverage; up to $50,000 outplacement; “best net” 280G cutback or full-pay alternative; restrictive covenants include one-year non-compete and non-solicit; release required .
• Non-competes in employment agreements: durations vary by role (e.g., two years for CEO and CIO/CTO; 12 months for President); payments cease upon covenant breach .
• ECIP pro-rata awards may be granted upon death/disability; Equity Plan defines accelerated vesting for RSUs/options near-term vesting and treatment of PSUs upon death/disability .

Investment Implications

• Strong pay-for-performance design: Annual bonuses and PSU outcomes are tightly linked to objective financial/strategic metrics and relative TSR, with 2024 corporate results driving above-target payouts. This aligns incentives with shareholder value and reduces discretionary risk .
• Alignment safeguards: Robust ownership guidelines (3x for EVPs), anti-hedging/anti-pledging, and enhanced clawbacks lower governance risk and insider selling pressure. 10b5-1 plans provide structured trading while limiting timing control .
• Retention considerations: While Smith’s individual contract terms aren’t disclosed, company programs include double-trigger CIC protections and non-compete/non-solicit restrictions for covered executives, supporting stability through strategic transitions (e.g., Adenza integration) .
• Shareholder support: Say-on-Pay approval of 97% in 2024 signals investor confidence in compensation alignment and governance; continued focus on at-risk, equity-heavy pay should sustain alignment with long-term value creation .

Note: Specific compensation amounts, equity grants, vesting schedules, and share ownership for Bryan E. Smith are not disclosed in the proxy. Company-level performance metrics and compensation program details are provided to evaluate incentive alignment and governance context applicable to senior executives.