Tal Cohen
NASDAQAbout Tal Cohen
Tal Cohen, age 52, is President of Nasdaq and Division President since January 2023, leading Market Services and Financial Technology; he joined Nasdaq in April 2016 after serving as CEO of Chi‑X Global (2010–2016) and senior roles at Instinet, American Express, and Arthur Andersen . Company performance under the current leadership delivered 2024 net revenues of $4.6B (+19% YoY) and ARR of $2.8B (+7% YoY), with record Market Services net revenue and index options revenue more than doubling vs. 2023 . Nasdaq’s three‑year cumulative TSR for the 2022 PSU cycle was 20.4%, yielding a 106.2% blended payout on relative TSR PSUs (S&P 500 and exchange peer group) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nasdaq | President | Apr 2023–present | Leads Market Services and Financial Technology divisions across North America and Europe; delivered record Market Services net revenue and strong index options growth . |
| Nasdaq | Division President | Jan 2023–present | Oversees divisional execution and integration across Market Services and Financial Technology . |
| Nasdaq | EVP, North American Markets | Jul 2019–Dec 2022 | Led U.S. Cash Equities and Options markets; strengthened market share leadership . |
| Nasdaq | SVP, North American Market Services | Apr 2016–Jun 2019 | Managed key market operations and client relationships . |
| Chi‑X Global Holdings, LLC | CEO | 2010–2016 | Ran a global operator of trading venues; expanded multi‑market footprint . |
| Instinet; American Express; Arthur Andersen | Senior roles | Not disclosed | Capital markets and financial operations experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $586,539 | $698,077 | $700,000 |
| Target Annual Cash Incentive ($) | Not disclosed | $1,050,000 | $1,400,000 (increased effective Apr 1, 2024) |
| Actual Annual Cash Incentive Paid ($) | $1,420,551 | $1,338,959 | $1,644,323 (117% of target) |
| One‑Time Cash Award ($) | — | — | $200,000 (Adenza integration outperformance) |
Performance Compensation
Corporate objectives and goal rigor (Company‑level)
| Corporate Objective | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | 2024 Result | Payout % of Target |
|---|---|---|---|---|---|
| Operating Income (Run Rate) ($MM) | $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 | $2,716.0 | 100% |
Tal Cohen’s 2024 ECIP payout detail
| Metric | Weight | Actual vs Target (%) | Payout ($) |
|---|---|---|---|
| Corporate Operating Income (Run Rate) | 15% | 120% | $251,185 |
| Corporate Net Revenues | 10% | 130% | $181,682 |
| Market Services Operating Income | 10% | 94% | $131,574 |
| Market Services Revenue | 5% | 129% | $90,067 |
| Capital Markets Technology & Regulatory Technology Operating Income | 15% | 55% | $115,304 |
| Capital Markets Technology & Regulatory Technology Revenue | 10% | 61% | $85,996 |
| Capital Markets Technology & Regulatory Technology ARR | 10% | 94% | $131,250 |
| Complete Client Data Management | 2% | 200% | $56,000 |
| Progress Capital Allocation Framework | 2% | 150% | $42,000 |
| Advance Enterprise AI | 2% | 200% | $56,000 |
| Market Platforms: Adenza Integration | 4% | 200% | $112,000 |
| Advance Market Platforms Division | 4% | 188% | $105,000 |
| Advance Division AI & Market Modernization | 3% | 200% | $84,000 |
| FinTech Cross Sales Initiative | 3% | 200% | $84,000 |
| Culture & Innovation | 5% | 169% | $118,265 |
| Total | 100% | 117% blended | $1,644,323 |
Equity awards and vesting design (2024 grants)
| Award Type | Units | Performance Period | Vesting Schedule / Payout Design |
|---|---|---|---|
| Three‑Year PSUs (relative TSR) | 44,951 target | Jan 1, 2024–Dec 31, 2026 | Payout 0–200% based on percentile vs S&P 500 and S&P 500 GICS 4020; capped at 100% if absolute TSR is negative . |
| Two‑Year PSUs (Adenza integration) | 6,421 target | Jan 1, 2024–Dec 31, 2025 | Vests Jan 4, 2027; payout 0–200% based on integration performance and continued employment . |
| RSUs | 12,843 | Time‑based | 33% on Apr 1, 2026; 33% on Apr 1, 2027; balance on Apr 1, 2028 . |
PSU settlement (2022 grant, paid in 2025)
| Target PSUs Awarded (2022) | Payout (% of target) | PSUs Earned |
|---|---|---|
| 26,385 | 106.2% | 28,020 |
Equity Ownership & Alignment
Beneficial ownership and guideline compliance
- Shares beneficially owned: 108,766 . Outstanding shares: 574,121,620; ownership ≈ 0.019% (108,766 ÷ 574,121,620) .
- Stock ownership guidelines for Presidents: 6× base salary; all NEOs required to comply were in compliance as of Dec 31, 2024 .
- Hedging and pledging of Nasdaq stock are prohibited; 10b5‑1 plans permitted and subject to SEC rules .
Outstanding RSUs (as of Dec 31, 2024)
| RSU Tranche | Units | Vesting Dates |
|---|---|---|
| 2021/2022 grants | 1,989 | Vested Apr 1, 2025 |
| 2022/2023 grants | 19,239 | Vested Apr 1, 2025 |
| 2023 grant | 9,191 | 33% Apr 3, 2025; 33% Apr 3, 2026; balance Apr 3, 2027 |
| 2022 grant | 4,395 | 33% Apr 1, 2026; 33% Apr 1, 2027; balance Apr 1, 2028 |
| 2024 grant | 12,843 | 33% Apr 1, 2026; 33% Apr 1, 2027; balance Apr 1, 2028 |
Outstanding PSUs (as of Dec 31, 2024)
| PSU Grant | Units | Performance Period | Status |
|---|---|---|---|
| Three‑Year PSUs (2023–2025) | 36,764 target | Through Dec 31, 2025 | Earnout 0–200% based on relative TSR; settlement post‑certification . |
| Three‑Year PSUs (2024–2026) | 89,902 maximum | Through Dec 31, 2026 | Maximum displayed per SEC rules; target is 44,951 . |
| Two‑Year PSUs (2024–2025) | 12,842 maximum | Through Dec 31, 2025 | Maximum displayed per SEC rules; vests Jan 4, 2027 . |
Options
- No options shown for Tal Cohen in the Outstanding Equity Awards table .
Deferred compensation
| Item | 2024 Amount |
|---|---|
| Aggregate Earnings | $21,495 |
| Aggregate Balance (FYE) | $949,405 |
Employment Terms
| Term / Provision | Detail |
|---|---|
| Employment agreement date / term | Mar 10, 2025; continues through Jan 1, 2030 (unless terminated earlier) . |
| Base salary / target bonus | $750,000 base; target bonus 200% of base . |
| 2025 annual equity | Not less than $6,000,000 target value, granted Apr 1, 2025 . |
| 2025 special equity award | $7,000,000 target: 50% RSUs vesting ratably over 3 years; 50% PSUs vesting Dec 31, 2027 subject to performance and continued employment; overall PSU weighting ~64% across 2025 annual + special awards . |
| Involuntary termination (without cause) or good reason | Cash severance = 1.5× base + 1.5× target bonus + pro‑rata target bonus; continued vesting of outstanding equity for 12 months (performance based on actual); 18 months health coverage at active rates; $45,000 cash for financial/tax services . |
| Retirement notice / benefits | Earliest retirement notice Jan 1, 2027; base salary through notice period; pro‑rata target bonus; continued/pro‑rata vesting of equity (performance based on actual); 18 months health coverage; $45,000 for financial/tax services . |
| Change‑in‑control (double trigger) | If terminated within 6 months before or 2 years after a CIC: lump sum 2× base + 2× target bonus + pro‑rata target bonus; 18 months health coverage; full vesting of outstanding equity per plan terms . |
| Non‑compete / non‑solicit | Non‑compete: 12 months post‑employment; non‑solicit: 1 year under CIC severance plan terms . |
| Clawbacks | Broad incentive recoupment policy and supplemental SEC/Nasdaq listing rule‑compliant clawback (three‑year look‑back on restatements) . |
| Trading controls | Insider trading policy; hedging and pledging prohibited; 10b5‑1 plans permitted subject to regulations . |
Investment Implications
- Pay‑for‑performance alignment is high: equity increased to $4.0M target in 2024 with PSUs at 80% of LTI and continued heavy PSU weighting in 2025 via a special award; cash bonus paid at 117% of target based on quantified goals and formulaic scoring .
- Retention risk appears low near‑term: employment agreement runs to 2030 with additional 2025 annual and special equity grants that vest over multi‑year periods, supporting continuity and execution on integration and product roadmaps .
- Execution risk resides in software businesses: strong Market Services revenue/volume offsets weaker Capital Markets Technology/RegTech operating income (55% of target) and revenue (61% of target) in 2024 ECIP, indicating focus areas for improvement .
- Upcoming vesting events (potential supply overhang): RSUs vesting on Apr 3, 2025 and Apr 1 in 2026–2028, and PSU performance periods ending Dec 31, 2025 and Dec 31, 2026 (with settlement thereafter) may create share deliveries subject to trading windows and 10b5‑1 plans .
- Governance mitigants: hedging/pledging prohibited, double‑trigger CIC only, no tax gross‑ups, robust clawbacks, and strong say‑on‑pay support (97% in 2024), all favorable for shareholder alignment and reduced red‑flag risk .