John Zecca
NASDAQAbout John Zecca
Executive Vice President and Chief Legal, Risk and Regulatory Officer at Nasdaq, Inc., serving since October 2019; he also became Chief Risk Officer in April 2022. Age 57; prior to Nasdaq (joined in 2001), he was legal counsel to an SEC Commissioner and practiced corporate and securities law at Hogan Lovells and Kaye Scholer . Company performance during his current tenure includes 2024 net revenues of $4.6B, ARR of $2.8B, and non-GAAP operating income of $2.521B; TSR for the 2022–2024 PSU cycle was 20.4% (57th percentile vs S&P 500; 46th vs global exchange peers), resulting in a blended PSU payout of 106.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nasdaq, Inc. | EVP & Chief Legal and Regulatory Officer | Oct 2019–present | Enterprise legal/regulatory leadership including oversight of self-regulatory organizations; elevated to Chief Risk Officer in Apr 2022 to formalize ERM oversight |
| Nasdaq, Inc. | Chief Risk Officer (additional title) | Apr 2022–present | Oversees ERM framework, risk appetite, information security/cyber oversight through Board committees and management risk committees |
| Nasdaq, Inc. | SVP, General Counsel North America & Chief Regulatory Officer | Apr 2018–Sep 2019 | Led North America legal and regulatory functions, interfacing with U.S. regulators and exchange subsidiaries |
| Nasdaq, Inc. | SVP, Senior Deputy General Counsel | Jul 2017–Apr 2018 | Senior legal management and governance support |
| Nasdaq, Inc. | SVP, MarketWatch (market surveillance) | Jan 2010–Jul 2017 | Ran market surveillance; integrity and compliance across market services |
| SEC | Legal Counsel to an SEC Commissioner | Pre-2001 | Federal securities law and policy; regulatory perspective |
| Hogan Lovells; Kaye Scholer | Corporate/Securities Lawyer | Pre-2001 | Complex securities and corporate transactions; governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Legal Counsel to a Commissioner | Pre-2001 | Informed approach to regulatory policy, enforcement, and oversight |
| Hogan Lovells | Corporate/Securities Attorney | Pre-2001 | Transactional and advisory experience in securities law |
| Kaye Scholer | Corporate/Securities Attorney | Pre-2001 | Transactional and advisory experience in securities law |
Fixed Compensation
| Element | John Zecca | Notes |
|---|---|---|
| Base Salary | Not disclosed | Nasdaq’s executive compensation tables cover Named Executive Officers (NEOs); Zecca is not listed among NEOs, so individual fixed pay is not provided . |
| Perquisites | Limited (program-wide) | Nasdaq provides limited perquisites; no tax gross-ups; perquisite details are generally disclosed for NEOs only . |
Performance Compensation
Program structure (applies broadly to executive officers; individual Zecca targets not disclosed):
| Metric | Threshold | Target | Maximum | 2024 Result | Payout vs Target |
|---|---|---|---|---|---|
| Operating Income (Run Rate) ($MM, non-GAAP) | 2,278.3 | 2,447.3 | 2,540.1 | 2,465.4 | 120% |
| Net Revenues ($MM) | 4,283.9 | 4,542.1 | 4,687.2 | 4,585.3 | 130% |
| ARR ($MM) | 2,505.0 | 2,716.0 | 2,821.0 | 2,716.0 | 100% |
Long-term incentives:
| Award Type | Performance Period | Comparator Groups | Payout Curve | Special Features |
|---|---|---|---|---|
| PSUs (3-year) | Jan 1, 2024–Dec 31, 2026 | S&P 500; S&P 500 GICS 4020 (exchanges/data/fintech/banks) | 85th pct=200%; 67.5th=150%; 50th=100%; 25th=50%; 15th=30% | Cap at 100% if absolute TSR negative |
| PSUs (2-year) | Jan 1, 2024–Dec 31, 2025 | Adenza integration execution (internal milestones) | 0%–200% | Vests Jan 4, 2027 (service + performance) |
| RSUs (time-based) | Granted annually (e.g., Apr 1, 2024) | N/A | N/A | 33% vest on 2nd anniversary, 33% on 3rd, remainder on 4th |
Pay-for-performance program highlights: majority of total direct comp is at-risk; robust clawbacks; no hedging/pledging; double-trigger CIC protection for covered roles; no option repricing .
Equity Ownership & Alignment
| Policy | Details |
|---|---|
| Stock ownership guidelines | Chair/CEO: 12x salary; Presidents: 6x; CFO: 6x; Management Committee Members: 4x; Other EVPs: 3x; 5 years to reach, counted holdings include RSUs (vested/unvested) and PSUs after performance complete . |
| Hedging & pledging | Prohibited for directors and executive officers (no short sales or derivatives; no pledging or margin accounts) . |
| 10b5‑1 plans | Permitted subject to SEC rules; structured trading plans allowed during blackout constraints . |
| Clawbacks | Broad recoupment for SVP+ covering cash/equity (time/performance-based) for financial errors or misconduct; supplemental SEC/Nasdaq/Dodd‑Frank policy for restatements (3-year lookback) . |
| Insider reporting | 2024 Section 16(a) compliance noted; late filings only for Brendan Brothers and one director; no Zecca delinquency cited . |
| Group ownership | All directors and executive officers as a group (20 persons) held 4,011,303 shares as of record date . |
Employment Terms
| Item | Zecca-specific disclosure | Program context |
|---|---|---|
| Employment agreement | Not listed among executives with agreements | 2025 employment agreements disclosed for Chair/CEO (through 2030), President Tal Cohen (through 2030), and CIO/CTO Bradley Peterson (through 2028) . |
| Change-in-control (CIC) | Not listed among covered executives | CIC severance plan covers CFO (Sarah Youngwood) and President (Nelson Griggs); double-trigger; cash severance and full vesting per Equity Plan . |
| Non-compete | Not disclosed for Zecca | Non-compete durations vary by agreement: e.g., Friedman 2 years; Peterson 2 years; Cohen 12 months . |
| Severance (non-CIC) | Not disclosed for Zecca | Employment agreements define severance for listed executives; for NEOs without agreements, guidelines include 1.5x salary+target bonus, pro-rata bonus, continued vesting for 18 months, 12 months benefits, outplacement (discretionary) . |
Company Performance Context (2019–2024)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues less transaction-based expenses ($MM) | 3,582 | 3,895 | 4,649 |
| Non-GAAP operating income ($MM) | 1,861 | 2,065 | 2,521 |
| Dividend policy | — | Quarterly dividend increased by 9% to $0.24/share in 2024 | Target payout ratio 35–38% by 2027 |
| Deleveraging | — | — | >$800M debt repaid in 2024; ahead of plan |
Investment Implications
- Compensation alignment: Zecca is subject to robust ownership guidelines, hedging/pledging prohibitions, and broad clawbacks, which together reduce misalignment and hedging risk; performance-based PSUs tied to relative TSR and integration milestones indicate strong linkage to shareholder outcomes .
- Retention risk: Absence of a disclosed employment agreement or CIC plan coverage for Zecca suggests fewer contractual protections vs peers with agreements, potentially modest retention risk amid industry demand for senior regulatory/risk talent; however, company-wide design emphasizes at-risk, long-dated equity that supports retention .
- Insider selling pressure: Hedging/pledging bans and 10b5‑1 governance limit opportunistic selling; 2024 Section 16(a) compliance indicates orderly reporting with no cited Zecca delinquency; expect most selling activity to be tax-withholding and scheduled trades rather than discretionary sales .
- Execution track record: Under Zecca’s risk/legal oversight period, Nasdaq delivered durable growth (net revenues +19% YoY in 2024; ARR +7%; non-GAAP operating income +22% vs 2022), integrated Adenza ahead of synergy plan, raised dividends, and deleveraged—supporting stable governance and risk controls .
Note: Individual salary, bonus, grant values, vesting balances, and share ownership for John Zecca are not disclosed in proxy NEO tables; analysis therefore relies on program-level disclosures and governance policies applicable to executive officers .