Johan Torgeby
NASDAQAbout Johan Torgeby
Johan Torgeby, 50, is an independent director of Nasdaq, Inc. (NDAQ) since 2022 and serves as Chair of the Board’s Finance Committee; he is President and CEO of Skandinaviska Enskilda Banken (SEB), bringing deep capital markets, fintech, financial crime, and risk management expertise and a European perspective to Nasdaq’s boardroom . He was designated to Nasdaq’s Board by Investor AB under a stockholders’ agreement, reflecting major shareholder representation; the Board nevertheless affirmatively determined him to be independent under Nasdaq Stock Market and Nasdaq Dubai rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skandinaviska Enskilda Banken (SEB) | President & CEO | 2017–present | Leads ~19,000 employees serving global corporates, SMEs, and individuals; brings fintech, anti-financial crime, and risk management insights |
| SEB | Co-Head, Large Corporates & Financial Institutions; Group Executive Committee | 2014–2017 | Senior leadership of institutional client franchise |
| SEB | Corporate & Investment Banking (various roles) | 2009–2014 | Capital markets and CIB experience relevant to Nasdaq’s strategy |
| Morgan Stanley & Co. | Investment banking (prior employer) | Pre-2009 | Global markets perspective; transitioned to SEB in 2009 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Skandinaviska Enskilda Banken | Director (public company board) | Current | SEB listed on Nasdaq Stockholm |
| Finance Sweden | Director | Current | Industry policy and advocacy |
| Institute of International Finance | Director | Current | Global financial stability forum |
| Mentor Sweden | Director | Current | Non-profit mentorship |
| Institut International d’Études Bancaires (IIEB) | Director | Current | International banking studies |
| European Business Leaders’ Convention | Director | Current | Business leadership network |
Board Governance
- Committee assignments: Finance Committee Chair; Finance reviews and recommends capital plans, dividends, M&A, financing, and significant capex; 2024 highlights included recommending a 9% quarterly dividend increase to $0.24 per share, credit agreement amendments, deleveraging actions, and capital plan approval; risk oversight spans capital structure and liquidity .
- Independence: Classified as a Non-Industry, independent director; Board overall has 11 of 12 independent nominees and uses executive sessions at every meeting to enhance independence .
- Attendance and engagement: Board met 9 times in 2024 with executive sessions at 8 meetings; each incumbent director serving the full year attended at least 81% of Board/committee meetings; all current directors at the time attended the June 11, 2024 annual meeting .
- Designation/interlock context: He is the nominee designated by Investor AB while Investor AB holds ~10.1% of NDAQ; Board refreshment emphasizes skills/alignment, with nomination rights observed for qualifying large holders .
- Director education and assessment: Ongoing director education and comprehensive annual Board/Committee/individual assessments, with action plans and refreshment aligned to strategy .
Fixed Compensation
| Compensation Element | June 2024–June 2025 | Notes |
|---|---|---|
| Annual Board Retainer (cash/equity elective) | $85,000 | Payable semi-annually if cash elected; equity via RSUs |
| Annual Equity Award (grant date market value) | $260,000 | RSUs vest in full one year from grant date |
| Committee Chair Retainer – Finance | $20,000 | Separate chair fees for each committee |
| Committee Member Retainer – Finance | $5,000 | If serving as member (not applicable when Chair only) |
| Audit & Risk Chair / Member | $40,000 / $20,000 | For A&R committee roles |
| Management Compensation Chair / Member | $30,000 / $10,000 | For MCC roles |
| Nominating & Governance Chair / Member | $20,000 / $10,000 | For N&G roles |
| Vesting | One year from grant date | Unvested RSUs forfeited in certain termination cases |
| Johan Torgeby – FY 2024 Director Pay | FY 2024 |
|---|---|
| Fees Earned/Paid in Cash ($) | $105,000 |
| Stock Awards ($) | $256,037 |
| RSUs Granted (count) | 4,405 (grant date fair value $256,037) |
| Grant Date | June 11, 2024 |
| Total ($) | $361,037 |
| RSU Vesting | All unvested RSUs vest June 11, 2025 |
Performance Compensation
| Performance Metric Linkage for Directors | FY 2024 |
|---|---|
| Performance-tied director pay | None disclosed; director equity awards are time-based RSUs vesting in one year (no PSU/TSR linkage for directors) |
Other Directorships & Interlocks
| Entity | Relationship/Role | 2024 Transactions with Nasdaq | Notes/Conflict Controls |
|---|---|---|---|
| Investor AB | 10.1% shareholder; designated Torgeby as director nominee | Investor AB and affiliates paid Nasdaq ~$1.1M (issuer fees and Corporate Solutions) | Designation rights in stockholders’ agreement; Board independence determinations are annual |
| SEB (Skandinaviska Enskilda Banken) | Torgeby is CEO; SEB is a Nasdaq Stockholm–listed bank | SEB/affiliates paid Nasdaq ~$10.9M (trading, market data, listing); Nasdaq paid SEB ~$0.6M (treasury/pension admin); SEB is one of several lenders on credit facilities; $0 outstanding as of Apr 28, 2025 | Transactions in the ordinary course; Audit & Risk Committee oversees related person transactions and risk |
| Borse Dubai | 10.2% shareholder (not linked to Torgeby) | Borse Dubai/affiliates paid Nasdaq ~$0.8M (marketplace tech/services) | Voting limited to 4.35% by agreement; 49.5M shares pledged by Borse Dubai (shareholder-level pledge) |
Expertise & Qualifications
- Leadership of a prominent Nordic financial services group; experience in fintech, anti-financial crime, and risk management; extensive capital markets background; European perspective and representation of a large shareholder .
Equity Ownership
| Ownership Detail | As of Dec 31, 2024 |
|---|---|
| Total beneficial ownership (shares) | 26,209 |
| Ownership % of shares outstanding | <1% (asterisk denotes less than 1%) |
| Unvested RSUs | 4,405 (vesting June 11, 2025) |
| Vested shares under Equity Plan | 7,804 |
| Director stock ownership guidelines | Minimum 2x annual equity award; new directors have 4 years to comply |
| Compliance status (Board-wide) | All directors required to comply were in compliance at Dec 31, 2024 |
| Hedging/pledging policy | Company prohibits hedging or pledging of Nasdaq stock |
Governance Assessment
- Strengths: Independent status with Finance Committee chairmanship aligns with banking, capital markets, and risk expertise; Finance Committee delivered key capital actions (dividend increase, deleveraging, capital plan approvals) in 2024, supporting investor confidence in capital discipline . Robust Board governance—executive sessions, director education, assessments, and high attendance—reinforces effective oversight and engagement .
- Alignment: Holds 26,209 shares plus annual RSU grants; Board-level ownership guidelines enforced and in compliance; director equity is delivered in RSUs vesting after one year, encouraging near-term alignment without performance gaming .
- Potential conflicts and mitigants: Investor AB designation and SEB commercial relationships (including SEB as lender) present perceived interlock/conflict risks; mitigated by ordinary-course, arm’s-length transactions and Audit & Risk Committee oversight of related person transactions, with no outstanding amounts on SEB facilities as of April 28, 2025 .
- Board-wide pay governance signal: Say-on-pay support of 97% in 2024 indicates broad shareholder endorsement of compensation governance and responsiveness to investor feedback, supporting overall governance credibility (note: Say-on-Pay pertains to executives, but informs governance climate) .