Nelson Griggs
NASDAQAbout Nelson Griggs
P.C. Nelson Griggs is President of Nasdaq and Division President of Capital Access Platforms (CAP), appointed in April 2023 after serving as Division President since January 2023; age 54 as of April 28, 2025, and joined Nasdaq in 2001 . Under his leadership, CAP delivered strong 2024 execution: 180 IPOs (130 operating companies) raising $23B, 30 exchange transfers representing >$180B in market cap, $80B of ETP AUM net inflows to $647B average ETP AUM, and multiple AI feature launches across Boardvantage, eVestment, and IR Insight . Nasdaq’s three-year TSR (2022–2024) was 20.4% (57th percentile vs S&P 500; 46th vs peer group), driving 2022 PSU vesting at 106.2% of target including Mr. Griggs’ award (28,020 PSUs earned vs 26,385 target) . Pay is strongly performance-based: in 2024 his annual incentive paid 170% of target on corporate and CAP financial and strategic goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nasdaq | President | Apr 2023–present | Leads Capital Access Platforms (Data & Listing Services, Index, Workflow & Insights) |
| Nasdaq | Division President | Jan 2023–Apr 2023 | Transitioned to divisional leadership across CAP businesses |
| Nasdaq | EVP, Corporate Platforms | Apr 2018–Dec 2022 | Led corporate solutions portfolio; set platform strategy |
| Nasdaq | EVP, Listing Services | Oct 2014–Apr 2018 | Drove U.S. listings leadership; enhanced issuer services |
| Nasdaq | SVP, New Listings | Jul 2012–Oct 2014 | Executed issuer acquisition strategy; expanded pipeline |
| Nasdaq | SVP, Listings Asia Sales; VP, Listings | (dates not specified) | Advanced Asia listings sales and global listings business |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fidelity Investments | Various roles | Prior to 2001 (not disclosed) | Early experience in financial services; issuer/client perspective |
| San Francisco-based startup | Role not disclosed | Prior to 2001 (not disclosed) | Technology/startup exposure pre-Nasdaq |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $600,000 | $700,000 | $700,000 |
| Target Annual Cash Incentive (USD) | $900,000 | $1,050,000 | $1,400,000 (effective Apr 1, 2024) |
| Target Equity Award – PSUs (Grant Date Face Value, USD) | $1,600,000 | $2,000,000 | $3,200,000 |
| Target Equity Award – RSUs (Grant Date Face Value, USD) | $400,000 | $500,000 | $800,000 |
| Total Target Compensation (USD) | $3,500,000 | $4,250,000 | $6,100,000 |
Performance Compensation
Annual Incentive (ECIP) – 2024
| Goal Type | Metric | Weighting | Actual vs Target | Payout (USD) |
|---|---|---|---|---|
| Corporate Financial | Operating Income (Run Rate) | 15% | 120% | $251,185 |
| Corporate Financial | Net Revenues | 10% | 130% | $181,682 |
| Division Financial | CAP Operating Income | 25% | 200% | $700,000 |
| Division Financial | CAP Revenue | 20% | 200% | $560,000 |
| Division Financial | CAP ARR | 5% | 100% | $70,000 |
| Strategic Initiatives | Multiple (Data Strategy, AI, ESG, Index Growth, Analytics, Culture, etc.) | 25% total | 157–200% | $618,113 aggregate |
| Total | 100% | 170% | $2,380,980 |
Long-Term Incentives – Grants and Settlement
| Item | 2024 | 2023 | 2022 |
|---|---|---|---|
| Three-Year PSUs – Target (#) | 44,951 | — | 26,385 |
| Three-Year PSUs – Grant Date Fair Value (USD) | $3,526,406 | — | — |
| Two-Year PSUs – Target (#) | 6,421 | — | — |
| Two-Year PSUs – Grant Date Fair Value (USD) | $383,013 | — | — |
| RSUs – Shares Granted (#) | 12,843 | 9,191 | — |
| RSUs – Grant Date Fair Value (USD) | $771,735 | (face value $500,000) | — |
| PSU Performance Outcome | 3-year TSR cycle ending 2024: 106.2% of target; 28,020 PSUs earned | — | 106.2% (Company level TSR performance) |
Vesting notes:
- RSUs granted in 2024 vest July 1, 2025 .
- Three-year PSU cycles end December 31, 2025 and December 31, 2026 for 2024 grants; payout ranges 0–200% of target .
- Two-year PSU cycle ends December 31, 2025; payout range 0–200% of target .
Stock Vested and Taxes Withheld
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 58,302 |
| Value Realized on Vesting (USD) | $4,099,402 |
| Shares Withheld for Taxes (#) | 27,962 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (record date) | 163,909 shares; “less than 1%” of outstanding 574,121,620 shares |
| Stock Ownership Guidelines (Presidents) | 6x base salary; compliance confirmed for NEOs required as of Dec 31, 2024 |
| Prior Guidelines (2024 Proxy) | Presidents at 4x base salary (updated to higher multiples in 2025) |
| Instruments Counting Toward Guidelines | Direct/indirect holdings, RSUs (vested/unvested), PSUs after performance period, ESPP shares |
| Hedging/Pledging | Prohibited for directors/executive officers (no short sales/derivatives; no pledging/margin accounts) |
| 10b5-1 Plans | Permitted subject to SEC rules |
| Deferred Compensation Plan | No executive contributions or balances reported for Mr. Griggs in 2024 table |
| Recent Insider Transactions | 11,484 shares withheld for taxes on 7/1/2025 (Form 4) ; Reported sales totaling 10,000 shares on 11/8 and 11/11/2024 at $79.51–$80.21 per share ($798,600) |
Additional Form 4 detail (post-vesting position as of 7/3/2025):
- Beneficially owned following withholding: 195,921 shares; includes 76,193 restricted shares/units (43,191 vested) and 119,728 shares underlying PSUs (vested) .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control (CIC) Severance | Double-trigger; if terminated without cause within 2 years post-CIC or for good reason within 1 year: cash equal to 2x base salary + target bonus + pro-rata target bonus + any unpaid earned bonus; employer COBRA share up to 2 years; outplacement up to $50k; “best net” excise treatment |
| Restrictive Covenants | Confidentiality; non-disparagement; non-solicitation; prohibition on rendering services to a competitor for one year post-termination; general release required; benefits discontinued upon breach |
| Equity Treatment on CIC | If assumed/substituted and involuntary termination (other than for cause) within one year, all unvested equity vests on termination; if not assumed/substituted, unvested awards vest immediately prior to CIC effective time |
| Estimated Payments (illustrative) | Double-trigger CIC (as of 12/31/2024 assumptions): Total $15,059,758 (Severance $2,800,000; Pro-rata Annual Incentive $1,400,000; Equity Vesting $3,946,212; Continued Performance-based Equity Vesting $6,813,794; Health & Welfare $49,752; Outplacement $50,000) |
Performance & Track Record
| Period | Highlights |
|---|---|
| 2024 (CAP division) | 80% U.S. IPO win rate among eligible operating company IPOs; 180 IPOs (130 operating companies), $23B proceeds; 30 exchange transfers >$180B market cap; $80B ETP AUM net inflows to $647B average AUM; launched AI features in Boardvantage, eVestment, and IR Insight |
| 2022–2024 (TSR/PSUs) | Nasdaq cumulative TSR 20.4% (57th percentile S&P 500; 46th percentile peers) → PSUs vested at 106.2% of target; Mr. Griggs earned 28,020 PSUs vs 26,385 target for 2022 grant |
| Pay vs Performance (context) | 2024 Nasdaq TSR index value 233; Net Income $1,117M; Non-GAAP Operating Income $2,465M |
Compensation Structure and Governance Practices
- Pay-for-performance design: 100% of annual incentives and ~80% of long-term incentives are performance-based; robust stock ownership guidelines; no hedging/pledging; clawback policies (broad recoupment and supplemental policy per Dodd-Frank and Nasdaq listing rules); no tax gross-ups .
- Risk assessment: Annual program risk review concluded compensation risks are not reasonably likely to have a material adverse effect (2024 and 2025 cycles) .
Investment Implications
- Alignment: Large at-risk equity mix and stringent ownership guidelines (6x salary for Presidents) align Griggs with long-term TSR and CAP profit/revenue outcomes; PSU outcomes tied to relative TSR reduce absolute market beta risk .
- Retention and CIC economics: Double-trigger CIC with 2x salary+bonus and full acceleration upon qualifying termination suggests strong retention but creates potential event-driven overhang given sizable continued performance-based vesting value .
- Trading signals: RSU vest date (July 1, 2025) and periodic tax-withholding transactions, plus reported open-market sales in late 2024 and May 2025, indicate regular liquidity events; no pledging or hedging permitted, mitigating forced-sale risk .
- Execution risk: CAP targets emphasize operating income and revenue with high overachievement in 2024 (200% payouts on division P&L metrics), but sustainability depends on IPO pipeline, index product launches, and ARR growth; monitoring PSU cycles ending 2025/2026 and ECIP goal rigor is key .