Sarah Youngwood
NASDAQAbout Sarah Youngwood
Sarah Youngwood, 50, is Nasdaq’s EVP and CFO since December 2023, following roles as Group CFO and Senior Advisor at UBS and senior finance/IR leadership at JPMorgan Chase across Consumer & Community Banking and Global Technology . Under her tenure, Nasdaq delivered 2024 net revenues of $4.6B (+19% YoY) and ARR of $2.8B (+7% YoY), with non-GAAP operating income of $2.521B, while executing >$800M of debt reduction and a 9% dividend increase—key capital allocation actions she led and advanced . Nasdaq’s three-year cumulative TSR for the 2022–2024 PSU cycle was 20.4% (57th percentile vs S&P 500; 46th vs exchange peers), resulting in PSU vesting at 106.2% of target, evidencing pay-for-performance calibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS Group | Group CFO; Senior Advisor | Mar 2022–Jun 2023; Jun–Nov 2023 | Group finance leadership; senior advisory during transition |
| JPMorgan Chase | CFO, Consumer & Community Banking | 2016–2022 | Led finance for a major P&L; strengthened consumer franchise performance |
| JPMorgan Chase | Led finance for Global Technology unit | Beginning 2020 | Oversaw technology finance; supported digital/tech investment discipline |
| JPMorgan Chase | Head of Investor Relations | 2012–2016 | Institutional engagement; disclosure discipline and investor communication |
| JPMorgan Chase (Investment Bank) | FIG roles; MD; mortgage activities (Paris/London/NY) | 1997–2012 | Coverage/execution across financials; capital markets expertise |
Fixed Compensation
| Element | 2024 Target | 2024 Actual | Notes |
|---|---|---|---|
| Base Salary ($) | $700,000 | $700,000 | Set by offer letter for 2024 |
| Target Annual Cash Incentive ($) | $1,400,000 | $1,906,073 | 136% payout based on goal achievement |
| Annual Equity Grant ($) | No 2024 grant per offer letter | — | Received a $10,000,000 new-hire grant Dec 6, 2023 (RSUs/PSUs); next $6,000,000 grant Apr 1, 2025 (80% PSUs/20% RSUs) |
Performance Compensation
| Metric | Weight | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Corporate Operating Income (Run Rate) | 50% | 100% | 120% of target | $837,285 | Cash (ECIP) |
| Corporate Net Revenues | 20% | 100% | 130% of target | $363,363 | Cash (ECIP) |
| ARR | 5% | 100% | 100% of target | $70,000 | Cash (ECIP) |
| Complete Client Data Management | 2% | 100% | 200% | $56,000 | Cash (ECIP) |
| Progress Capital Allocation Framework | 3% | 100% | 150% | $63,000 | Cash (ECIP) |
| Advance Enterprise AI | 2% | 100% | 200% | $56,000 | Cash (ECIP) |
| Execute Adenza Integration | 5% | 100% | 199% | $139,300 | Cash (ECIP) |
| Technology Modernization | 3% | 100% | 183% | $76,860 | Cash (ECIP) |
| Improve Shareholder Engagement | 5% | 100% | 180% | $126,000 | Cash (ECIP) |
| Culture & Innovation | 5% | 100% | 169% | $118,265 | Cash (ECIP) |
| Total | 100% | — | 136% | $1,906,073 | Cash (ECIP) |
2024 Corporate Objective Targets and Results (for ECIP)
| Corporate Objective | Threshold ($) | Target ($) | Maximum ($) | Nasdaq Result ($) | Payout % |
|---|---|---|---|---|---|
| Operating Income (Run Rate) | 2,278.3M | 2,447.3M | 2,540.1M | 2,465.4M | 120% |
| Net Revenues | 4,283.9M | 4,542.1M | 4,687.2M | 4,585.3M | 130% |
| ARR | 2,505.0M | 2,716.0M | 2,821.0M | 2,716.0M | 100% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | No shares beneficially owned as of April 14, 2025 (less than 1%) |
| Unvested RSUs (12/31/2024) | 59,694 units; market value $4,614,943 (closing price $77.31) |
| Unvested PSUs (12/31/2024) | 179,082 maximum eligible under three-year PSUs ending 12/31/2026; max payout value $13,844,829 (SEC reporting convention) |
| 2023 New-Hire Equity | 89,541 RSUs vest 33% annually on Dec 6, 2024/2025/2026; 89,541 PSUs vest based on performance as of Dec 31, 2026 |
| 2024 Stock Vested | 29,847 shares vested; $2,421,786 value realized; 14,888 shares withheld to cover taxes (automatic) |
| Ownership Guidelines | CFO required to hold shares equal to 6× base salary; new executives have 5 years to reach compliance; hedging and pledging prohibited |
| Trading Controls | 10b5-1 plans permitted; hedging, short sales, and pledging prohibited for executives |
Employment Terms
| Provision | Key Terms |
|---|---|
| Start Date & Role | EVP & CFO since Dec 2023 |
| 2024 Compensation Terms | Base salary ≥$700,000; target annual cash incentive ≥$1,400,000 |
| Equity Grants | $10,000,000 granted Dec 6, 2023 (89,541 RSUs; 89,541 PSUs); no 2024 grant per offer; $6,000,000 grant Apr 1, 2025 (80% PSUs/20% RSUs) |
| Severance (without cause/good reason) | 150% of base + 100% of target bonus; pro‑rata bonus; COBRA subsidy; full vesting of Dec 2023 grant (PSUs at target); 18 months continued vesting for other equity based on actual performance |
| Change‑in‑Control (CIC) Plan | If terminated within CIC window: 2× base salary + target bonus + pro‑rata bonus; employer COBRA contributions up to 2 years; outplacement up to $50,000; “best net” excise tax approach; equity vests per plan |
| Estimated Payments | Involuntary termination: $15,412,234; Death/Disability: $11,537,358; CIC double trigger: $15,837,110 (based on 12/31/2024 assumptions) |
| Restrictive Covenants | Confidentiality/IP; under CIC plan: 1-year non‑compete and non‑solicit to receive benefits; non‑disparagement; release required |
| Clawbacks | Broad recoupment policy and supplemental SEC/Nasdaq-compliant clawback; SOX clawback applies to CEO and CFO |
| Insider Trading Policy | Applies to officers; prohibits hedging/pledging; 10b5‑1 allowed subject to SEC rules |
Multi‑Year Compensation (Disclosed)
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | $43,077 | $700,000 |
| Bonus | $500,000 (sign‑on) | — |
| Stock Awards | $10,863,114 | — |
| Option Awards | $125,000 | — |
| Non‑Equity Incentive (ECIP) | $15,000 | $1,906,073 |
| All Other Compensation | — | $19,085 |
| Total | $11,546,191 | $2,625,158 |
Investment Implications
- Alignment: Compensation emphasizes performance—no 2024 equity grant, 2025 grant is 80% PSUs with relative TSR and integration KPIs; 2024 ECIP paid at 136% tied to OI, net revenues, ARR, and strategic execution (Adenza integration, AI, capital allocation), evidencing tight linkage to value drivers .
- Retention risk: Severance and CIC economics are competitive (1.5× base + 1×/2× bonus; double‑trigger equity vesting), while large unvested PSU/RSU holdings through 2026/2027 enhance retention; estimated involuntary/CIC payouts suggest controlled risk levels without tax gross‑ups .
- Trading signals: Near‑term RSU vesting dates (Dec 6, 2025/2026) and eventual PSU settlement (Dec 31, 2026) imply periodic withholding-related share flows; hedging/pledging bans and 10b5‑1 controls mitigate adverse signals; note 2024 RSU vest events with tax withholding rather than open‑market sales .
- Execution track record: CFO drove deleveraging (> $800M), dividend increase (9%), investor engagement (~275 institutions; >60% of outstanding shares), supporting confidence in capital discipline and stakeholder communication amid platform transition (ARR +7%) .
- Governance and pay: Strong clawbacks (SEC/Dodd‑Frank/SOX), say‑on‑pay support (97% in 2024), and stock ownership guidelines (6× salary for CFO, 5‑year compliance window) reinforce shareholder alignment and risk oversight .