Holden Spaht
NASDAQAbout Holden Spaht
Holden Spaht is an independent director of Nasdaq, Inc. and Managing Partner at Thoma Bravo, with deep software and fintech expertise; he is 50 years old, joined Nasdaq’s Board in 2023, and serves on the Finance Committee . His background includes leading Thoma Bravo’s application software strategy with specific knowledge of Nasdaq’s AxiomSL and Calypso businesses (acquired via Adenza), informed by Thoma Bravo’s prior ownership of those assets . He is classified as independent under Nasdaq’s governance framework and brings private equity and capital markets experience relevant to Nasdaq’s strategic priorities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thoma Bravo | Managing Partner; leads application software strategy; Investment Committee member | Managing Partner since Nov 2013; joined firm in 2005 | Vast director experience across technology/software; specific knowledge of AxiomSL/Calypso benefiting Board oversight |
| Morgan Stanley | Analyst (NY, London, San Francisco) | Not disclosed | Early-career analytical foundation in finance |
| Thomas H. Lee Partners | Analyst and Associate (Boston) | Not disclosed | Private equity training and transaction experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Instructure Holdings, Inc. | Director | Past five years (specific dates not disclosed) | Public company board experience in enterprise software |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Finance Committee (member) |
| Chair roles | None disclosed for Spaht |
| Independence status | Independent director |
| Years of service on Nasdaq Board | Director since 2023 |
| Board meeting attendance (Board-wide) | In 2024, each full-year incumbent attended at least 81% of Board/Committee meetings; Board met nine times with eight executive sessions |
| Executive sessions | Independent directors met in executive session at eight Board meetings in 2024 |
Fixed Compensation
| Metric (FY 2024) | Amount |
|---|---|
| Fees earned or paid in cash | $90,000 |
| Stock awards (grant-date fair value) | $256,037 (4,405 RSUs granted June 11, 2024) |
| Total | $346,037 |
| RSU vesting terms | Director RSUs vest in full one year from grant date; 2024 grants vest June 11, 2025 |
| Finance Committee member retainer (policy) | $5,000 (electable in cash or equity) for June 2024–June 2025 year |
| Board member annual cash retainer (policy) | $85,000 (electable in cash or equity) for June 2024–June 2025 |
| Annual equity award (policy value) | $260,000 (RSUs; grant on Annual Meeting date) |
Note: “Fees Earned or Paid in Cash to Mr. Spaht were paid to Thoma Bravo Advisors, L.P.” (related-party flow of director cash fees) .
Performance Compensation
Directors do not receive performance-based incentives; equity compensation is time-based RSUs. RSU grant specifics for Spaht:
- Grant: 4,405 RSUs on June 11, 2024; vests June 11, 2025
- Vesting: Full one-year cliff vest; forfeiture on certain terminations
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| Thoma Bravo / Argus Seller, LP | Significant shareholder | Beneficial owner of 42,804,207 shares (7.5%) as of record date; Argus Seller LP (f/k/a Adenza Parent LP); Thoma Bravo UGP, LLC is ultimate GP; Spaht is Managing Partner at Thoma Bravo |
| Thoma Bravo secondary offering | Transactional interlock | Nasdaq facilitated July 2024 underwritten secondary for Thoma Bravo of 42.8M Nasdaq shares; oversubscribed; Nasdaq received no proceeds |
| Director cash fees paid to TB Advisors | Related-party payment flow | Spaht’s cash director fees were paid to Thoma Bravo Advisors, L.P. |
Expertise & Qualifications
- Software and fintech private equity leader with extensive director experience at technology companies; brings transaction and operating insights .
- Specific product/customer knowledge of AxiomSL and Calypso (Adenza assets), supporting oversight of integration and fintech strategy .
- Early career analytical roles at Morgan Stanley and THL; service on investment committees across Thoma Bravo funds .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (record date) | 7,406 shares | Less than 1% of outstanding |
| Unvested RSUs (Dec 31, 2024) | 4,405 RSUs | Scheduled to vest June 11, 2025 |
| Vested shares under Equity Plan (Dec 31, 2024) | 3,001 shares | As reported in director equity rollforward |
| Director stock ownership guideline | Minimum 2x annual equity award; unvested RSUs count; new directors have 4 years to comply | |
| Compliance timing for Spaht | Eligible for 4-year ramp to comply (elected 2023) |
Governance Assessment
Key strengths
- Independence and committee alignment: Spaht is an independent director serving on Finance, a committee overseeing capital structure, dividends, M&A, and liquidity risks—areas aligned with his fintech/software investing expertise .
- Board refresh skills fit: Added in 2023 specifically to strengthen software/fintech product knowledge (AxiomSL/Calypso), aligning Board skills to strategy execution post-Adenza acquisition .
- Engagement and governance rigor: Board-wide practices include executive sessions at each meeting, annual evaluations, director education, and strong stock ownership guidelines for directors .
Potential conflicts and red flags
- Significant shareholder affiliation: Thoma Bravo is a 7.5% holder via Argus Seller LP; Spaht is Managing Partner, creating a perceived conflict in matters touching capital allocation or post-Adenza integration; mitigating factor is Audit & Risk Committee’s related-party policy and independence determinations .
- Compensation flow to affiliate: Spaht’s Nasdaq cash director fees were paid to Thoma Bravo Advisors, L.P., a related-party payment channel; reviewed under the related person transaction policy framework .
- Transaction proximity: 2024 secondary offering facilitated for Thoma Bravo underscores the need for continued careful recusal and oversight on shareholder-related matters .
Attendance and alignment signals
- Board-wide attendance: All full-year incumbents attended at least 81% of meetings in 2024; Board held nine meetings with eight executive sessions—supports robust oversight cadence (individual attendance not disclosed) .
- Ownership alignment: Spaht holds 7,406 shares with 4,405 unvested RSUs; Nasdaq’s guideline requires 2x annual equity award within four years of initial election, and unvested RSUs count toward compliance .
Policy safeguards
- No hedging/pledging of Nasdaq stock; broad clawback; double-trigger CIC protection applies to executives (not directors) and robust related-party review by Audit & Risk Committee .