Thomas Kloet
NASDAQAbout Thomas A. Kloet
Thomas A. Kloet, age 66, is an independent director of Nasdaq, Inc. (NDAQ) since 2015 and currently serves as Chair of the Audit & Risk Committee. A career exchange operator and risk executive, he was the first CEO and Executive Director of TMX Group Limited and previously CEO of Singapore Exchange. He is a CPA and member of the AICPA, with deep expertise in financial reporting, clearinghouse, depository, and broker-dealer operations across North America and Asia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TMX Group Limited | CEO and Executive Director | 2008–2014 | Led integrated exchange group (TSX, TSXV, MX, CDS, CDCC, BOX) |
| Singapore Exchange | CEO | Not disclosed | Exchange operations leadership |
| Fimat USA (Société Générale), ABN AMRO, Crédit Agricole Futures | Senior executive | Not disclosed | Broker-dealer and futures operations leadership |
| CME and other exchanges | Board member (prior) | Not disclosed | Governance experience in global market infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nasdaq U.S. exchange subsidiaries | Chair of Boards and Regulatory Oversight Committees | Current | Enhances oversight linkage to Audit & Risk Committee |
| Northern Funds (43 portfolios); Northern Institutional Funds (7 portfolios) | Chair of Boards | Current | Fund governance in asset management |
| Futures Industry Association | Member, FIA Hall of Fame | Current | Industry leadership recognition |
Board Governance
- Committee assignments: Audit & Risk Committee Chair; designated “audit committee financial expert” and meets Nasdaq’s “financial sophistication” standard .
- Independence: Nasdaq’s board is majority independent; Kloet is among the 11 of 12 independent nominees for 2025 .
- Attendance: Board held 9 meetings in 2024; all incumbent directors serving the full year attended at least 81% of Board and applicable committee meetings; Board met in Executive Session at eight meetings .
- Lead Independent Director structure: Robust LID role (Michael R. Splinter) with defined responsibilities; independent committees (Audit & Risk, Management Compensation, Nominating & Governance) .
- Risk oversight: Audit & Risk Committee (chaired by Kloet) oversees financial reporting, internal controls, ERM policy and risk appetite, information security/cybersecurity, related person transactions, and internal audit .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $165,000 |
| Notes | Cash fees reflect his service as Chair of the Boards of Nasdaq’s U.S. exchange subsidiaries and their Regulatory Oversight Committees; paid only in cash and directed by Kloet to a 501(c)(3) charity for the reporting year . |
Compensation policy elements applicable to Kloet (Board year June 2024–June 2025):
| Item | Policy Amount |
|---|---|
| Annual Board Retainer | $85,000 |
| Audit & Risk Committee Chair | $40,000 |
| Audit & Risk Committee Member | $20,000 |
| Annual Equity Award (all directors; grant-date market value) | $260,000 |
| Equity form and vesting | RSUs; vest in full one year from grant date |
Performance Compensation
Director equity is time-vested RSUs; no performance-metric PSUs or options for directors.
| Grant Component | Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director Equity Award | June 11, 2024 | 4,405 | $256,037 | One-year, time-based to June 11, 2025 |
| Annual Board Retainer elected in equity | June 11, 2024 | 1,440 | $83,699 | One-year, time-based to June 11, 2025 |
| Committee service fees elected in equity | June 11, 2024 | 677 | $39,350 | One-year, time-based to June 11, 2025 |
| Total Stock Awards (FY 2024 table) | N/A | — | $379,086 | — |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | 0 |
| External governance roles | Chair of Boards of Northern Funds and Northern Institutional Funds |
| Exchange subsidiary roles | Chairs Boards and ROC of Nasdaq’s U.S. exchange subsidiaries (internal interlock strengthening oversight) |
Expertise & Qualifications
- Financial reporting and audit: CPA; audit committee financial expert; risk management and internal control oversight .
- Market infrastructure operations: Leadership in exchanges, clearinghouses, depositories, and broker-dealers across North America and Asia .
- Strategy and international markets: Broad knowledge of international markets with finance, accounting, and corporate strategy expertise .
Equity Ownership
| Metric | As of Dec 31, 2024 |
|---|---|
| Unvested RSUs | 6,522 |
| Vested shares under Equity Plan | 83,643 |
| Director stock ownership guideline | Minimum ownership level of 2x annual equity award |
| Compliance status (directors) | All directors required to comply were in compliance as of Dec 31, 2024 |
Governance Assessment
- Alignment signals
- Audit & Risk Committee chaired by an experienced exchange operator with audit financial expert designation—supports robust oversight of reporting, controls, cyber, and ERM .
- Heavy equity election (retainer and committee fees in RSUs) enhances alignment; unvested RSUs vest on the one-year anniversary, reinforcing near-term engagement .
- Cash fees from exchange subsidiary board service donated to charity—reduces perceived self-benefit from related internal roles .
- Independence and engagement
- Independent director; Board majority independent; executive sessions at 8 of 9 Board meetings in 2024; attendance minimum threshold met by all incumbents .
- Potential conflicts or exposures
- External chair roles at Northern Funds/Institutional Funds introduce asset-management governance ties; no related-party transactions involving Kloet are disclosed in sections reviewed; Audit & Risk Committee reviews and approves related person transactions per policy .
- Compensation and ownership
- Director compensation mix primarily RSUs with one-year vest; no options, PSUs, or perquisites; directors must hold at least 2x annual equity award and were in compliance as of year-end 2024 .
- Broader governance context
- Say-on-Pay support at 97% in 2024 indicates investor confidence in compensation governance, which often reflects board oversight quality .
RED FLAGS: None specifically disclosed for Kloet in the proxy sections reviewed. No hedging/pledging allowed under policy; clawbacks in place; related-party transactions subject to Audit & Risk review .
Director Compensation (Summary)
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $165,000 |
| Stock Awards ($) | $379,086 |
| Total ($) | $544,086 |
Notes on Uncovered Items
- Insider trades: Form 4 transaction detail for Kloet is not included in the proxy sections reviewed; Nasdaq reports “Delinquent Section 16(a) Reports” separately but individual transaction tables are not provided here. Audit & Risk oversees insider trading policy compliance .