Melissa Arnoldi
NASDAQAbout Melissa M. Arnoldi
Independent director of Nasdaq, Inc. since 2017; age 52. Currently EVP and General Manager for Business Solutions at AT&T Inc., with prior roles spanning customer operations, technology, and CEO experience in Latin America; recognized for expertise in cybersecurity, software development, network operations, and customer experience. Committee memberships: Finance and Management Compensation; classified as Independent under Nasdaq’s governance framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | EVP & GM, Business Solutions (P&L for ~$33B portfolio; serves ~2.5M business customers including nearly all Fortune 1000) | Since July 2024 | Innovative technology leader; cybersecurity, software, network ops; strategic thinker with global operational capabilities |
| AT&T Consumer | Chief Customer Officer (led field technician and contact center teams for ~180M annual interactions; responsible for Billing Ops, Fraud, Compliance) | Aug 2021 – Jun 2024 | Broad customer experience expertise and operational leadership |
| Vrio Corp. (AT&T) | CEO (digital entertainment services in Latin America; >9,000 employees across 11 countries) | Sep 2018 – Jul 2021 | Global leadership and transformation execution |
| AT&T Inc. | President, Technology & Operations (global technology, software development, supply chain, network & cybersecurity ops, chief data office; IP group, Labs and Foundries) | Prior to 2018 (AT&T roles since 2008) | Deep technology, cybersecurity, and operations oversight |
| Accenture | Senior executive | 1996 – 2008 | Large-scale consulting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sky Mexico | Former Director | Not disclosed | Board experience in media/telecom |
| Girl Scouts of Northeast Texas | Former Director | Not disclosed | Community leadership |
| National Action Council for Minorities in Engineering (NACME) | Former Member | Not disclosed | STEM diversity advocacy |
Board Governance
- Independence: Classified as Independent; Nasdaq’s Board determined 11 of 12 directors are independent under Nasdaq Stock Market and Nasdaq Dubai rules .
- Committee assignments: Finance; Management Compensation (not a chair) .
- Years of service: Director since 2017 (current slate nominated for one-year term) .
- Attendance: Each incumbent director serving full-year 2024 attended at least 81% of Board and applicable Committee meetings; Board held 9 meetings; Executive sessions without management at 8 meetings .
- Committee scope relevant to Arnoldi’s oversight:
- Management Compensation: sets executive pay philosophy; approves performance goals; oversees succession and stock ownership guidelines; independent membership .
- Finance: reviews capital plan (dividends, repurchases), debt, M&A, capital market transactions, capex; monitors liquidity and capital structure risk .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual retainer (policy) | $85,000 | Increased by $10,000 in June 2023; directors may elect cash or equity; paid semi-annually if cash |
| Annual equity award (policy) | $260,000 (RSUs) | RSUs vest in full one year from grant; calculated using closing price at meeting date |
| Committee member fees (policy) | Management Compensation: $10,000; Finance: $5,000 | Choice of cash or equity; semi-annual cash if elected |
| Melissa M. Arnoldi – 2024 fees (actual) | $92,500 | Reflects elections for cash vs. equity and committee service |
| Melissa M. Arnoldi – 2024 stock awards (actual) | $270,800 | Grant date fair value under FASB ASC 718; includes annual RSUs and equity elected for committee fees |
| Melissa M. Arnoldi – 2024 total director compensation | $363,300 | Sum of fees and stock awards for FY2024 |
Performance Compensation
Nasdaq does not use performance-based metrics for non-employee director compensation; all director equity consists of time-based RSUs vesting after one year .
| Equity Detail (2024) | Grant | Value | Vesting |
|---|---|---|---|
| Annual equity award | 4,405 RSUs | $256,037 fair value | Vests one year from 6/11/2024 grant date |
| Committee fee equity (in lieu of cash) | 254 RSUs | $14,764 fair value | Vests one year from 6/11/2024 grant date |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed for public; former Sky Mexico director noted (entity type not specified) |
| Interlocks/conflicts | No related party transactions involving Arnoldi disclosed; Audit & Risk Committee reviews all related person transactions |
Expertise & Qualifications
- Innovative technology leader with cybersecurity, software development, and network operations experience; strategic thinker with global business and operational capabilities; deep customer-experience background .
- Service on Finance and Management Compensation Committees aligns with technology, risk, capital allocation, and human capital oversight priorities .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 46,872 shares | Includes RSUs vesting within 60 days |
| Unvested RSUs (as of 12/31/2024) | 4,659 | Scheduled to vest 6/11/2025 |
| Vested shares under Equity Plan | 42,213 | Equity Plan holdings detail |
| Shares outstanding (record date) | 574,121,620 | Basis for % ownership |
| Ownership % (computed) | ~0.0082% (46,872 / 574,121,620) | Computed from cited totals |
| Director ownership guidelines | Minimum 2x annual equity award; compliance as of 12/31/2024 for all directors required to comply | |
| Hedging/pledging | Prohibited for directors and executive officers | |
| Pledged shares (red flag check) | None disclosed for Arnoldi; pledge disclosure pertains to Borse Dubai, not directors |
Governance Assessment
- Board effectiveness signals:
- Independent status; multi-year tenure; active committee roles in Finance and Compensation .
- Attendance at least 81% in 2024; Board conducted 8 executive sessions, enhancing independent oversight .
- Strong director pay structure alignment via equity RSUs; stock ownership guidelines enforced and in compliance .
- Compensation Committee oversight credible; 2024 Say-on-Pay support at 97% reflects investor endorsement of pay practices .
- Potential conflicts/related-party exposure:
- Arnoldi is a senior AT&T executive; no related party transactions involving her are disclosed; Audit & Risk Committee pre-approves or reviews related person transactions under formal policy .
- Risk indicators:
- No delinquent Section 16 filings reported for Arnoldi; proxy notes late filings for others (Brothers, Yabuki) only .
- Hedging/pledging prohibitions and clawback policies strengthen alignment and risk mitigation at Nasdaq (committee membership context) .
RED FLAGS
- None disclosed specific to Arnoldi. No attendance shortfalls; no pledging; no related party transactions involving Arnoldi reported .