Kathryn Koch
NASDAQAbout Kathryn A. Koch
Kathryn A. Koch (age 44) is an Independent Director of Nasdaq, Inc. (NDAQ) since 2024 and serves on the Management Compensation Committee. She is President & CEO of The TCW Group, Inc., a global asset manager, and sits on TCW’s Board of Directors . She previously spent 20 years at Goldman Sachs Asset Management, where she was a Partner and held senior investment leadership roles including CIO of the $300B Public Equity business (Jan 2022–Feb 2023) and Co-Head of Fundamental Equity (2017–Jan 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Asset Management | Partner; CIO, $300B Public Equity; Co‑Head, Fundamental Equity; London-based Head, Multi-Asset Solutions (international) | 20 years; CIO Jan 2022–Feb 2023; Co-Head 2017–Jan 2022; 10 years in London | Led large-cap public equity investing; stewardship/engagement across ~$2T; global multi-asset leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The TCW Group, Inc. | President & CEO; Director | Since Feb 2023 | Responsible for strategic direction and day-to-day management; board governance |
| University of Notre Dame | Board of Trustees | Not disclosed | Higher-education governance |
| The Toigo Foundation | Director | Not disclosed | Diversity in finance advocacy |
| Spence School | Board of Trustees | Not disclosed | Education governance |
| TIFF Investment Management | Transaction Advisory Services Advisory Board | Not disclosed | Institutional investment advisory |
Board Governance
- Independence: Koch is classified as Independent; NDAQ’s board has 11 of 12 independent directors (assuming all nominees elected) .
- Committees: Member, Management Compensation Committee (MCC). MCC is comprised solely of independent directors; it sets executive pay philosophy, approves goals/awards, oversees succession and ownership guidelines .
- Attendance: The Board held nine meetings in 2024, with Executive Sessions at eight meetings. Full‑year incumbent directors attended at least 81% of Board/Committee meetings; individual attendance for Koch (new in 2024) not separately disclosed. All directors at the time attended the June 11, 2024 Annual Meeting .
- Governance processes: Robust board refreshment; Koch added in 2024 for asset management expertise. New directors receive tailored onboarding and ongoing education; annual board/committee assessments inform composition and rotations .
Fixed Compensation
| Item | FY 2024 Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (policy) | $85,000 | Directors may elect cash or equity for retainers/fees |
| Committee member fees (policy) | MCC: $10,000 | Fee per membership; election of cash or equity permitted |
| Annual equity award (policy) | $260,000 grant-date market value | RSUs vest in full one year from grant date |
| Koch – Fees earned/paid in cash | $47,500 | Actual cash component reported for FY 2024 |
| Koch – Stock awards (grant-date value) | $256,037 | Annual RSU grant; 4,405 RSUs granted June 11, 2024, vest in one year |
| Koch – Total director compensation | $303,537 | FY 2024 total |
- Equity form and vesting: All director equity is RSUs that vest in full one year from grant; unvested equity forfeited in certain termination scenarios .
- Ownership guidelines: Directors must maintain ownership of at least 2× the annual equity award; new directors must reach compliance within four years of initial election. Directors required to comply as of Dec 31, 2024 were in compliance .
Performance Compensation
| Component | FY 2024 | Performance Metrics |
|---|---|---|
| Director equity awards | Time-based RSUs | No performance metrics; RSUs vest one year post grant |
Directors do not receive options or performance share units; meeting fees are not paid, and perquisites are limited to business travel reimbursements and insurance coverage while traveling on Nasdaq business .
Other Directorships & Interlocks
| Company | Public Company Board Roles | Committees |
|---|---|---|
| None | 0 public company boards disclosed for Koch | N/A |
- Related-party transactions: 2024 related-person transactions disclosed include Borse Dubai, Investor AB, and SEB; no transactions disclosed with The TCW Group or entities affiliated with Koch .
Expertise & Qualifications
- Asset management leadership, investment strategy, and P&L ownership as CEO of TCW; deep public shareholder context from leading $300B public equity business at Goldman Sachs .
- Sustainability and stewardship expertise through oversight of engagement across ~$2T at GSAM; ultimate accountability for sustainability at TCW .
- Human capital management and client relationship leadership; global perspective from 10 years based in London .
Equity Ownership
| Metric | As of Record Date | Detail |
|---|---|---|
| Shares beneficially owned | 4,405 | Includes 4,405 RSUs vesting within 60 days; less than 1% of shares outstanding |
| Ownership % of shares outstanding | <1% | 574,121,620 shares outstanding |
| Unvested RSUs | 4,405 | Director RSU grant for 2024 |
| Vested shares | 0 | Vested holdings recorded as of 12/31/2024 show “—” for Koch |
| Options (exercisable/unexercisable) | None disclosed | Directors receive RSUs, not options |
| Pledging/Hedging | Prohibited by policy | Company prohibits hedging or pledging of Nasdaq stock |
| Ownership guideline status | New director; 4-year window to comply | Directors must hold ≥2× annual equity award |
Insider Trades
| Item | FY 2024 Status | Notes |
|---|---|---|
| Section 16(a) compliance | No delinquent filings reported for Koch | Proxy lists late filings for one executive and one director (Yabuki), not Koch |
| Form 4 transactions | Not disclosed in proxy | No Koch-specific Form 4 detail provided in DEF 14A |
Governance Assessment
- Strengths: Independent status; MCC membership aligns with her investor/incentive design expertise; equity-heavy director pay with one-year RSU vesting supports alignment; ownership guidelines enforce “skin in the game” .
- Engagement/attendance: Board maintained frequent Executive Sessions and high attendance among full-year directors; all directors at time attended the 2024 annual meeting, indicating engagement; individual attendance for Koch not broken out .
- Conflicts/related parties: No related-person transactions disclosed with TCW; MCC and Audit & Risk oversight frameworks mitigate related‑party and pay risks .
- RED FLAGS: None identified specific to Koch—no pledging/hedging, no related-party exposure disclosed, and no delinquent insider filings. Monitor for potential asset manager interlocks or transactions in future filings, but none disclosed for 2024 .