Charlene Begley
NASDAQAbout Charlene T. Begley
Independent director of Nasdaq, Inc. since 2014; age 58; former SVP & CIO of General Electric with CEO roles across multiple GE businesses and deep audit/finance experience. At Nasdaq, she chairs the Nominating & Governance Committee and serves on Audit & Risk, and is designated an “audit committee financial expert,” underscoring board oversight strength . The Board held nine meetings in 2024 with eight executive sessions; each incumbent director who served the full year attended at least 81% of Board/committee meetings. Directors must hold at least 2x the annual equity award; all directors required were in compliance as of year-end 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | SVP & CIO; President & CEO, Home & Business Solutions | Jan 2010 – Dec 2012 | Executive-level Risk Management Committee member; led complex, global businesses |
| GE | President & CEO, Enterprise Solutions | 2007 – 2009 | Led global industrial/technology unit |
| GE Plastics | President & CEO | Not disclosed | Led global materials business; prior CFO GE Plastics Europe & India |
| GE Transportation | President & CEO; CFO | Not disclosed | Led transportation unit; prior CFO role |
| GE Corporate | Led Corporate Audit Staff | Not disclosed | Broad audit/financial leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Worldwide Holdings Inc. | Director | Current | Audit Committee (Chair); Nominating & Governance Committee |
| SentinelOne, Inc. | Director | Current | Audit Committee (Chair) |
Board Governance
- Committee assignments: Audit & Risk; Chair, Nominating & Governance .
- Expertise: Audit committee financial expert; financial sophistication per Nasdaq rules .
- Independence: Board determined 11 of 12 directors are independent; Begley classified as independent .
- Meetings/attendance: Board met 9 times in 2024; 8 executive sessions; full-year incumbents attended ≥81% of their meetings .
- Service on other boards policy: No more than four public company boards (including Nasdaq) without committee approvals; Begley currently serves on two other public boards, within limits .
Fixed Compensation
Nasdaq director compensation policy (June 2024 – June 2025):
| Item | Amount |
|---|---|
| Annual Retainer (Board Member) | $85,000 |
| Lead Independent Director add’l retainer | $75,000 |
| Annual Equity Award (Grant-date market value) | $260,000 |
| Audit & Risk Chair | $40,000 |
| Management Compensation Chair | $30,000 |
| Finance Chair; Nominating & Governance Chair | $20,000 |
| Audit & Risk Committee Member | $20,000 |
| Management Compensation; Nominating & Governance Committee Member | $10,000 |
| Finance Committee Member | $5,000 |
Directors may elect to receive retainers/committee fees in cash or equity; all equity is granted as RSUs that vest in full one year from grant date (the Annual Meeting) .
Begley’s FY2024 Nasdaq director compensation:
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $125,000 | Aligns with $85,000 retainer + $20,000 N&G Chair + $20,000 Audit & Risk member |
| Stock awards (grant-date fair value) | $256,037 | Annual equity award of 4,405 RSUs granted June 11, 2024; vests June 11, 2025 |
| Total | $381,037 | Sum of cash and equity |
Performance Compensation
| Performance metric category | Structure | FY2024 Outcome |
|---|---|---|
| Director compensation metrics | None disclosed; director equity awards are time-based RSUs with one-year vesting; no performance-linked director pay | RSUs granted June 11, 2024; 1-year vest |
Other Directorships & Interlocks
| Area | Notes |
|---|---|
| Interlocks/potential conflicts | Hilton Worldwide and SentinelOne audit chair roles; no Nasdaq-related party transactions disclosed involving these companies . |
| Related party oversight | Audit & Risk Committee reviews/approves related person transactions; pre-approval protocol for ordinary-course arms-length transactions . |
Expertise & Qualifications
- Extensive leadership of complex global industrial and technology businesses; prior CFO and audit leadership roles confer deep financial/audit proficiency .
- Recognized as an “audit committee financial expert” and financially sophisticated under Nasdaq rules, strengthening Audit & Risk oversight .
- Board-level governance expertise through chairing Nominating & Governance at Nasdaq and audit chairs at Hilton and SentinelOne .
Equity Ownership
| Ownership metric | Value |
|---|---|
| Beneficial ownership (shares) | 46,006 (includes 4,405 RSUs vesting within 60 days) |
| Percent of shares outstanding | <1% |
| Unvested RSUs (as of 12/31/24) | 4,405 |
| Vested shares (as of 12/31/24) | 41,601 |
| Hedging/pledging | Prohibited for directors; no pledging disclosed for Begley |
| Director ownership guideline | Minimum 2x annual equity award; all required directors in compliance at 12/31/24 |
Governance Assessment
- Positive signals: Independent status; audit financial expert designation; chairing Nominating & Governance; meaningful equity alignment via RSUs and compliance with ownership guidelines; attendance at least meeting company thresholds .
- Compensation alignment: Modest cash retainers with majority of annual value in equity; one-year vesting supports ongoing alignment without short-term metrics gaming .
- Conflicts/related parties: No Begley-linked related party transactions disclosed; robust committee review policy mitigates conflict risk .
- Red flags: None disclosed regarding hedging/pledging, legal proceedings, or attendance shortfalls for Begley; board-level restrictions on external board service help manage overboarding risk .