Essa Kazim
NASDAQAbout Essa Kazim
Essa Kazim (age 66) is an independent, non‑industry director of Nasdaq, Inc. and has served on the Board since 2008. He is the Governor of Dubai International Financial Centre (DIFC) and brings extensive leadership in regulated financial markets, corporate strategy, and international finance. At Nasdaq, he serves on the Finance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dubai International Financial Centre | Governor | Since January 2014 | Led a complex regulated financial services center; broad finance/accounting/corporate strategy experience |
| Borse Dubai | Chairman | Current | Represents a large shareholder; governance and capital markets oversight |
| Dubai Financial Market | Chairman | Through November 2021 | Market leadership in exchange operations |
| Dubai Financial Market | Director General | 1999–2006 | Exchange management and market development |
| Dubai Dept. of Economic Development | Director of Planning & Development | 1993–1999 | Economic planning and development |
| UAE Central Bank | Senior Analyst, Research & Statistics | 1988–1993 | Economic and financial analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emirates Telecommunications Group Company PJSC (e&) | Vice Chairman (Public Co.) | Current | Nominations & Remuneration Committee; Risk Committee |
| Supreme Legislation Committee in Dubai | Deputy Chairman | Current | Legislative oversight |
| Dubai Securities & Exchange Higher Committee | Member | Current | Securities market oversight |
| Dubai Supreme Fiscal Committee | Member | Current | Fiscal policy oversight |
| Dubai Free Zones Council | Board Member | Current | Free zone governance |
Board Governance
- Committee assignments: Finance Committee member; not a Chair. The Finance Committee oversees capital plans, M&A, debt, dividends, and significant capex; monitors capital structure and liquidity risks.
- Independence: Classified “Independent” and a Non‑Industry director under Nasdaq’s By‑Laws; Board determined 11 of 12 directors are independent under Nasdaq Stock Market and Nasdaq Dubai rules.
- Tenure: Director since 2008.
- Attendance: The Board held nine meetings in 2024 with eight executive sessions; each incumbent director who served the full year attended ≥81% of Board and applicable committee meetings.
- Shareholder‑designated seat: Nasdaq is obligated to nominate one individual designated by Borse Dubai while it holds at least 10%—His Excellency Kazim is Borse Dubai’s designee (Investor AB designates Johan Torgeby).
Fixed Compensation
| Component | Policy Amount (June 2024–June 2025) | Notes |
|---|---|---|
| Annual Board Retainer (Cash or Equity) | $85,000 | Election in cash or RSUs; semi‑annual if cash |
| Annual Equity Award (RSUs grant‑date MV) | $260,000 | RSUs vest in full one year from grant |
| Committee Chair Retainer | Audit & Risk $40,000; Comp $30,000; Finance & N&G $20,000 | Cash or equity election |
| Committee Member Retainer | Audit & Risk $20,000; Comp & N&G $10,000; Finance $5,000 | Cash or equity election |
| Stock Ownership Guideline | ≥2× annual equity award | Vested and unvested RSUs count; compliance required within 4 years |
| 2024 Director Compensation (Fiscal Year) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Essa Kazim | — | 344,618 | 344,618 |
| Notes | Stock awards computed under FASB ASC 718; grant on June 11, 2024 | ||
| RSU detail (2024 grants) | Annual equity 4,405 RSUs ($256,037); retainer election 1,440 RSUs ($83,699); committee fees 84 RSUs ($4,882) |
Performance Compensation
| Equity Instrument | Performance Metric | Grant Date | Quantity | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | None (time‑based) | June 11, 2024 | 4,405 | 256,037 | Vest in full after 1 year (June 11, 2025) |
| RSUs (Retainer elected in equity) | None (time‑based) | June 11, 2024 | 1,440 | 83,699 | Vest in full after 1 year |
| RSUs (Committee fees elected in equity) | None (time‑based) | June 11, 2024 | 84 | 4,882 | Vest in full after 1 year |
- No director stock options, PSUs, or performance‑conditioned equity disclosed for directors; director equity grants are time‑vested RSUs.
Other Directorships & Interlocks
| Company/Entity | Type | Role/Committee | Interlock/Notes |
|---|---|---|---|
| Emirates Telecommunications Group (e&) | Public Co. | Vice Chairman; Nominations & Remuneration; Risk | External public company oversight |
| Borse Dubai | Private/Shareholder | Chairman | Designated Nasdaq director under stockholders’ agreement (≥10% threshold) |
| Investor AB | Shareholder | — | Separate shareholder designee (Johan Torgeby) on Nasdaq Board |
| Thoma Bravo | Shareholder | — | Shareholder sold 42.8M Nasdaq shares in July 2024 secondary; Board includes Thoma Bravo Managing Partner (Holden Spaht) |
- In March 2024, Borse Dubai sold 31.0M Nasdaq shares in an oversubscribed secondary offering; Nasdaq received no proceeds. The company conducted governance roadshows excluding its three largest shareholders who are already represented on the Board.
Expertise & Qualifications
- Extensive leadership of complex regulated financial services businesses; broad international markets knowledge; finance/accounting/corporate strategy experience; global perspective and representation of a large shareholder.
- Service as Deputy Chairman/Member across key Dubai legislative and fiscal bodies; risk and nominations expertise via e& committees.
Equity Ownership
| Holding Type | Shares/Units |
|---|---|
| Unvested RSUs (as of Dec 31, 2024) | 5,929 |
| Vested Shares under Equity Plan (as of Dec 31, 2024) | 134,134 |
| Ownership Guideline Status | Directors required to hold ≥2× annual equity award; all directors required to comply were in compliance as of Dec 31, 2024 |
| Vesting of 2024 RSUs | All unvested RSUs vest on June 11, 2025 |
Citations:
Governance Assessment
- Independence and roles: Kazim is classified “Independent” yet is the designated director of a significant shareholder (Borse Dubai). This structure is disclosed and permitted, but it introduces potential perceived conflicts (shareholder influence) that investors should monitor alongside Board independence practices.
- Committee impact: Finance Committee role provides direct oversight of capital structure, deleveraging, dividend policy, repurchases, and M&A, aligning with Nasdaq’s 2024 capital deployment and deleveraging achievements.
- Attendance and engagement: Board met nine times in 2024 with eight executive sessions; all full‑year incumbent directors met the ≥81% attendance threshold, supporting effective oversight.
- Director compensation alignment: Kazim elected to receive his annual retainer and a portion of committee fees in equity, increasing ownership alignment; RSUs are one‑year time‑vested, with stock ownership guidelines at ≥2× annual equity award and compliance confirmed at year end.
- Related‑party/transactions oversight: Audit & Risk Committee reviews related person transactions and oversees information security, ERM, and compliance; no director‑specific related‑party transactions disclosed for Kazim.
- Say‑on‑Pay and shareholder feedback: 2024 Say‑on‑Pay received 97% support, and the Board conducted governance roadshows including direct independent director outreach, indicating constructive investor engagement.
RED FLAGS to Monitor
- Shareholder‑designated seat: Ongoing nomination rights tied to Borse Dubai’s ownership threshold create a structural interlock; investors should monitor ownership changes and any related‑party matters.
- Multi‑entity influence: Concurrent leadership roles within Dubai market institutions and Borse Dubai may present perceived conflicts if Nasdaq engages in transactions involving these entities; the Audit & Risk Committee’s review of related person transactions is a mitigating control.