Jeffery Yabuki
NASDAQAbout Jeffery W. Yabuki
Independent director of Nasdaq, Inc. since 2023; age 65. Current roles: Chairman & CEO of InvestCloud (since Jan 2024) and Chairman & Founding Partner of Motive Partners (since Sep 2021). At Nasdaq, he chairs the Management Compensation Committee and serves on the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiserv, Inc. | Chief Executive Officer; Director; Executive Chairman | CEO: Dec 2005–Dec 2020; Director: 2005–Jun 2019; Executive Chairman: Jul 2019–Jun 2020 | Led a complex global fintech company; deep payments, anti-financial crime, and corporate strategy expertise |
| H&R Block, Inc. | EVP & COO; EVP; President, H&R Block International | 2002–2005; 2001–2002; 1999–2001 | Senior operating roles in financial services |
| American Express Company | Various executive positions incl. President & CEO of American Express Tax and Business Services | 1987–1999 | Financial services leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Bank of Canada | Director | Current | Human Resources Committee; Risk Committee |
| Sportradar Group AG | Director (Board Chair) | Current | Board leadership |
| Fiserv, Inc. | Director | Prior 5 years | Board service at large fintech |
| SentinelOne, Inc. | Director | Prior 5 years | Board service at cybersecurity firm |
| Community/Non-profit | Chair/Trustee/Director (Milwaukee Art Museum; LACMA; Project Healthy Minds; U.S.-Japan Foundation; Lubar College Executive in Residence) | Current | Philanthropy and public engagement |
Board Governance
- Committee assignments: Chair, Management Compensation; Member, Nominating & Governance .
- Independence: Listed as “Independent”; Nasdaq Board has 11 of 12 independent nominees (2025) and independent Compensation and Nominating committees .
- Attendance & engagement: Board met 9 times in 2024; independent directors met in Executive Session 8 times. All incumbent directors serving the full year attended at least 81% of Board/committee meetings; directors attended the 2024 Annual Meeting .
- Board refreshment and succession: Nominating & Governance Committee actively plans refreshment; Yabuki added in 2023 to bolster fintech/payments expertise .
- Lead Independent Director: Michael R. Splinter; defined duties, oversees executive sessions .
Fixed Compensation
| Element | FY 2023 | FY 2024 | Detail |
|---|---|---|---|
| Annual Board Retainer (policy) | $85,000 | $85,000 | Yabuki elected to receive retainer in equity (1,681 RSUs in 2023; 1,440 RSUs in 2024) |
| Committee Chair Fee – Management Compensation | $30,000 (policy) | $30,000 (policy) | Paid in equity via RSUs (part of 677 RSUs, grant-date fair value $39,350 in 2024; 395 RSUs, $19,675 in 2023 for service fees) |
| Committee Member Fee – Nominating & Governance | $10,000 (policy) | $10,000 (policy) | Included in RSUs elected in lieu of cash (see service fee RSUs above) |
| Meeting Fees | Not disclosed | Not disclosed | Not specified in policy; directors reimbursed for expenses |
| Annual Equity Award (RSUs) | $260,000 grant-date market value; 5,142 RSUs (granted Jun 21, 2023) | $260,000 grant-date market value; 4,405 RSUs (granted Jun 11, 2024) | RSUs vest in full one year from grant date |
| Stock Awards (FASB ASC 718 fair value) | $359,532 | $379,086 | Sum of annual equity + elected equity for retainer/committee fees |
| Cash Fees Received | $0 | $0 | Elected all fees in equity |
Grant details (FY 2024): 4,405 RSUs for annual equity ($256,037), 1,440 RSUs for retainer ($83,699), and 677 RSUs for committee service ($39,350); all RSUs granted on June 11, 2024 and vest one year from grant . Grant details (FY 2023): 5,142 RSUs for annual equity ($256,126), 1,681 RSUs for retainer ($83,731), and 395 RSUs for committee service ($19,675) on June 21, 2023 .
Performance Compensation
Directors do not receive performance-based incentives; all equity is time-based RSUs. No options disclosed; RSUs vest fully one year from grant date .
| Component | Metric | Terms | Vesting |
|---|---|---|---|
| RSUs (Director annual equity) | None (time-based) | Granted annually at meeting date | 1-year cliff vest |
| Options | None disclosed | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Committees | Potential interlock/conflict commentary |
|---|---|---|---|
| Royal Bank of Canada | Director | Human Resources; Risk | RBC is a market participant; no related party transactions with RBC disclosed in Nasdaq proxy . |
| Sportradar Group AG | Board Chair | Board leadership | Sports data provider; not a direct Nasdaq competitor. No related party transactions disclosed . |
| Motive Partners (private) | Chairman & Founding Partner | — | PE investments in fintech; Nasdaq policy requires Audit & Risk Committee review/approval of related person transactions; routine third-party transactions by directors’ affiliates deemed ordinary course/pre-approved or reviewed as needed . |
| InvestCloud (private) | Chairman & CEO | — | Wealth/asset mgmt tech; similar oversight via related party transactions policy if any dealings with Nasdaq arise . |
Nasdaq limits directors to serving on no more than four public company boards (including Nasdaq) without committee approvals; Yabuki’s current public boards (RBC, Sportradar, Nasdaq) are within the guideline .
Expertise & Qualifications
- Significant leadership of a complex global financial services company; deep fintech and payments expertise .
- Knowledge in anti-financial crime, corporate strategy, and public company governance; extensive board experience .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 16,300; less than 1% | As of record date; includes RSUs vesting within 60 days and indirect holdings |
| Unvested RSUs (as of Dec 31, 2024) | 6,522 | These RSUs vest on Jun 11, 2025 |
| Vested shares under Equity Plan | 7,218 | As of Dec 31, 2024 |
| Indirect holdings | 60 shares in a revocable trust; 2,500 shares via Yabuki Family Foundation | Included in beneficial ownership; Yabuki is trustee and has voting/investment power |
| Initial Form 3 disclosure | 2,060 shares held by family trust (June 21, 2023) | Form 3 filed on June 23, 2023 |
| Stock ownership guideline | Minimum holding = 2x annual equity award; compliance required within 4 years for new directors; all directors required to comply were in compliance as of Dec 31, 2024 | |
| Hedging/Pledging | Company policy prohibits hedging or pledging of Nasdaq stock (best practice) |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with oversight of pay philosophy, risk, succession, and stock ownership guidelines; robust Board processes (executive sessions, annual assessments, shareholder engagement roadshow); strong Say-on-Pay support (97% in 2024) signaling investor confidence .
- Attendance/engagement: Board met 9 times in 2024; executive sessions at 8 meetings; incumbents achieved ≥81% attendance; directors attended the 2024 Annual Meeting .
- Alignment: Director compensation is mostly equity and time-based RSUs with 1-year vest; director stock ownership guideline at 2x annual equity; Yabuki elected equity for all fees, increasing skin-in-the-game .
- Related-party/conflict controls: Audit & Risk Committee policy rigorously reviews and approves related person transactions; routine affiliate dealings are pre-approved or reviewed; no material related party transactions disclosed for Yabuki .
- Say-on-Pay outcomes (reference for comp oversight): 2024 advisory vote approved with ~97% support; 2024 Annual Meeting vote totals for Say-on-Pay were For: 333,421,804; Against: 8,540,999; Abstain: 625,544; Broker non-votes: 24,194,441 .
RED FLAGS
- Late Section 16 filing (Form 4) to report a gift of shares (ministerial error). While minor, it is a compliance blemish noted in the 2025 proxy .
- Multiple external leadership roles (InvestCloud, Motive Partners) could create theoretical conflicts if transactions arise; mitigated by Nasdaq’s related party transaction policy and Audit & Risk oversight; no material transactions disclosed .
Appendix: Committee Oversight Scope (relevance to Yabuki’s chair role)
- Management Compensation Committee: Sets executive compensation philosophy/strategy; approves executive pay and performance goals; oversees succession; stock ownership guidelines; monitors pay-related risk; all members independent .
- Nominating & Governance Committee: Board skills/qualification criteria; refreshment; annual Board/committee effectiveness assessments; performance assessment of Chair & CEO jointly with Compensation; governance trends; sustainability oversight; all members independent .