XML 124 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between “compensation actually paid” (as defined in Item 402(v)) and performance. The amounts in this Pay Versus Performance section may not sum due to rounding additive figures to the nearest dollar.
 
              
Average
Summary
        
Value of Initial Fixed $100 Investment Based On:
 
          
Year
(a)
   
Summary
Compensation 
Table Total
for Principal
Executive
Officer (PEO)
(b)
1,2
   
Compensation
Actually Paid to 
PEO
1,3
(c)
   
Compensation 
Table Total
for Non-
PEO Named
Executive
Officers
(NEOs)
1,4
(d)
   
Average
Compensation 
Actually Paid
to
Non-PEO
Named
Executive
Officers
1,5
(e)
   
Nasdaq Total 
Shareholder
Return
(f)
   
2023 Peer
Group Total
Shareholder 
Return
6
(g1)
   
2022 Peer
Group Total
Shareholder 
Return
7
(g2)
   
Net Income 
(millions)
8
(h)
   
Non-GAAP 
Operating
Income
(millions)
9
(i)
2023
   
$18,498,752
   
$9,815,212
   
$6,457,253
   
$5,281,897
   
$173
   
$155
   
$132
   
$1,059
   
$1,938
2022
   
$28,045,305
   
$25,888,844
   
$6,391,803
   
$6,467,133
   
$179
   
$134
   
$111
   
$1,125
   
$1,820
2021
   
$19,965,893
   
$69,015,180
   
$3,411,044
   
$11,672,259
   
$202
   
$151
   
$133
   
$1,187
   
$1,849
2020
   
$15,807,618
   
$31,960,132
   
$3,970,881
   
$7,136,488
   
$126
   
$111
   
$120
   
$933
   
$1,530
 
1.
The Principal Executive Officer (PEO)
non-PEO
NEOs from 2020–2023 were as detailed in the table below.
 
Year
   
2020
   
2021
   
2022
   
2023
PEO
   
Adena T. Friedman
   
Adena T. Friedman
   
Adena T. Friedman
   
Adena T. Friedman
  
Michael Ptasznik
   
Ann M. Dennison
   
Ann M. Dennison
   
Sarah Youngwood
  
Lauren B. Dillard
   
Michael Ptasznik
   
Tal Cohen
   
Ann M. Dennison
Non-PEO
NEOs
   
P.C. Nelson Griggs
   
Lauren B. Dillard
   
P.C. Nelson Griggs
   
Tal Cohen
  
Bradley J. Peterson
   
P.C. Nelson Griggs
   
Bradley J. Peterson
   
P.C. Nelson Griggs
 
   
 
   
Bradley J. Peterson
   
 
   
Brendan Brothers
 
2.
The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Friedman for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table.”
 
3.
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Ms. Friedman, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Friedman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to Ms. Friedman’s total compensation for each year to determine the compensation actually paid:
 
Year
   
Reported Summary
Compensation Table
Total for PEO
   
Deduction for
Reported Change
in Actuarial Present
Valuesª
   
Reported Value of
Equity Awards
   
Total PEO Equity
Award Adjustments
b
   
Compensation
Actually Paid to PEO
2023
   
$18,498,752
   
$0
   
($12,551,660)
   
$3,868,120
   
$9,815,212
 
a.
Adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid.
 
b.
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
         
Total PEO Equity Award Adjustments
Year
   
Grant Date Fair
Value of Equity
Awards Disclosed
in the Summary
Compensation Table
   
Year End Fair Value
of Equity Awards
Granted During the
Covered Year
   
Change in Fair Value
of Outstanding and
Unvested Equity
Awards
   
Value of Awards
Granted in Prior
Years Vesting During
the Covered Year
   
Total PEO Equity
Award Adjustments
2023
   
($12,551,660)
   
$12,234,909
   
($6,211,274)
   
($2,155,515)
   
$3,868,120
 
4.
The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year.
 
5.
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable
year
. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 3:
 
Year
   
Average Reported Summary
Compensation Table Total for 
Non-PEO
NEOs
   
Average Reported Value of  
Equity Awards
   
Average Non-PEO NEO
Equity Award Adjustments
a
  
   
Average Compensation  
Actually Paid to
Non-PEO
NEOs
2023
   
$6,457,253
   
($3,966,598)
   
$2,791,242
   
$5,281,897
 
a.
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
         
Average
Non-PEO
NEO Equity Award Adjustments
Year
   
Grant Date
Fair Value of
Equity Awards
Disclosed in
the Summary
Compensation
Table
   
Year End
Fair Value of
Equity Awards
Granted During
the Covered
Year
   
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
   
Fair Value
of Awards
Granted and
Vesting in the
Covered Year
   
Value of
Awards
Granted in
Prior Years
Vesting During
the Covered
Year
   
Change in
Fair Value of
Awards that
Failed to Meet
Applicable
Vesting
Conditions
   
Average
Non-PEO
NEO
Equity Award
Adjustments
2023
   
($3,966,598)
   
$3,519,513
   
($474,941)
   
$28,489
   
($262,448)
   
($19,370)
   
$2,791,242
 
6.
Represents the cumulative TSR measured from 12/31/2019 through the end of each year shown for the S&P 500 GICS 4020 Index, identified by Nasdaq as the “New Peer Group” in its 2023
10-K
for the purposes of Item 201(e) of Regulation
S-K.
Nasdaq specifically changed its Peer Group to this Index because it reflects a blend of exchanges, as well as data, financial technology, and banking companies that align more closely with Nasdaq’s diverse business and competitors.
 
7.
Represents the cumulative TSR measured from 12/31/2019 through the end of each year shown for a custom peer group, as disclosed by Nasdaq for the purposes of Item 201(e) of Regulation
S-K,
reflecting the “2022 Peer Group.” The 2022 Peer Group will be replaced by the “2023 Peer Group” or “New Peer Group” going forward. The 2022 Peer Group for each of 2022, 2021, and 2020 was comprised of the same peer companies. TSR figures shown are calculated based on weightings according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated, in accordance with Item 201(e) of Regulation
S-K.
The TSR calculations applicable to last year’s comparable disclosure for the purposes of Item 201(e) of Regulation
S-K
for the 2022 Peer Group were calculated based on weightings according to each peer company’s stock market capitalization at the end of each period for which a return is indicated.
 
8.
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
 
9.
The Company believes Non-GAAP Operating Income is the financial performance measure most closely linked to the calculation of compensation actually paid. Non-GAAP Operating Income is defined as set forth in footnote 1 of the “Corporate Objectives Performance vs. Goals” table on page 76 of this Proxy Statement. See also Annex A of this Proxy Statement for more information on adjustments to non-GAAP measures.
     
Company Selected Measure Name Non-GAAP Operating Income      
Named Executive Officers, Footnote
1.
The Principal Executive Officer (PEO)
non-PEO
NEOs from 2020–2023 were as detailed in the table below.
 
Year
   
2020
   
2021
   
2022
   
2023
PEO
   
Adena T. Friedman
   
Adena T. Friedman
   
Adena T. Friedman
   
Adena T. Friedman
  
Michael Ptasznik
   
Ann M. Dennison
   
Ann M. Dennison
   
Sarah Youngwood
  
Lauren B. Dillard
   
Michael Ptasznik
   
Tal Cohen
   
Ann M. Dennison
Non-PEO
NEOs
   
P.C. Nelson Griggs
   
Lauren B. Dillard
   
P.C. Nelson Griggs
   
Tal Cohen
  
Bradley J. Peterson
   
P.C. Nelson Griggs
   
Bradley J. Peterson
   
P.C. Nelson Griggs
 
   
 
   
Bradley J. Peterson
   
 
   
Brendan Brothers
      
Peer Group Issuers, Footnote Represents the cumulative TSR measured from 12/31/2019 through the end of each year shown for the S&P 500 GICS 4020 Index, identified by Nasdaq as the “New Peer Group” in its 2023
10-K
for the purposes of Item 201(e) of Regulation
S-K.
Nasdaq specifically changed its Peer Group to this Index because it reflects a blend of exchanges, as well as data, financial technology, and banking companies that align more closely with Nasdaq’s diverse business and competitors. 		     
PEO Total Compensation Amount $ 18,498,752 $ 28,045,305 $ 19,965,893 $ 15,807,618
PEO Actually Paid Compensation Amount $ 9,815,212 25,888,844 69,015,180 31,960,132
Adjustment To PEO Compensation, Footnote
Year
   
Reported Summary
Compensation Table
Total for PEO
   
Deduction for
Reported Change
in Actuarial Present
Valuesª
   
Reported Value of
Equity Awards
   
Total PEO Equity
Award Adjustments
b
   
Compensation
Actually Paid to PEO
2023
   
$18,498,752
   
$0
   
($12,551,660)
   
$3,868,120
   
$9,815,212
 
a.
Adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid.
 
b.
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
         
Total PEO Equity Award Adjustments
Year
   
Grant Date Fair
Value of Equity
Awards Disclosed
in the Summary
Compensation Table
   
Year End Fair Value
of Equity Awards
Granted During the
Covered Year
   
Change in Fair Value
of Outstanding and
Unvested Equity
Awards
   
Value of Awards
Granted in Prior
Years Vesting During
the Covered Year
   
Total PEO Equity
Award Adjustments
2023
   
($12,551,660)
   
$12,234,909
   
($6,211,274)
   
($2,155,515)
   
$3,868,120
      
Non-PEO NEO Average Total Compensation Amount $ 6,457,253 6,391,803 3,411,044 3,970,881
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,281,897 6,467,133 11,672,259 7,136,488
Adjustment to Non-PEO NEO Compensation Footnote
Year
   
Average Reported Summary
Compensation Table Total for 
Non-PEO
NEOs
   
Average Reported Value of  
Equity Awards
   
Average Non-PEO NEO
Equity Award Adjustments
a
  
   
Average Compensation  
Actually Paid to
Non-PEO
NEOs
2023
   
$6,457,253
   
($3,966,598)
   
$2,791,242
   
$5,281,897
 
a.
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
         
Average
Non-PEO
NEO Equity Award Adjustments
Year
   
Grant Date
Fair Value of
Equity Awards
Disclosed in
the Summary
Compensation
Table
   
Year End
Fair Value of
Equity Awards
Granted During
the Covered
Year
   
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
   
Fair Value
of Awards
Granted and
Vesting in the
Covered Year
   
Value of
Awards
Granted in
Prior Years
Vesting During
the Covered
Year
   
Change in
Fair Value of
Awards that
Failed to Meet
Applicable
Vesting
Conditions
   
Average
Non-PEO
NEO
Equity Award
Adjustments
2023
   
($3,966,598)
   
$3,519,513
   
($474,941)
   
$28,489
   
($262,448)
   
($19,370)
   
$2,791,242
      
Compensation Actually Paid vs. Total Shareholder Return
LOGO
     
Compensation Actually Paid vs. Net Income
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
LOGO
     
Total Shareholder Return Vs Peer Group
LOGO
     
Tabular List, Table
Tabular List of Financial Performance Measures
The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s PEO and
non-PEO
NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
 
•
  
Non-GAAP
Operating Income
 
•
  
Net Revenue
 
•
  
ARR
 
•
  
Non-GAAP
Diluted EPS
     
Total Shareholder Return Amount $ 173 179 202 126
Peer Group Total Shareholder Return Amount 155 134 151 111
Net Income (Loss) $ 1,059,000,000 $ 1,125,000,000 $ 1,187,000,000 $ 933,000,000
Company Selected Measure Amount 1,938,000,000 1,820,000,000 1,849,000,000 1,530,000,000
PEO Name Adena T. Friedman      
Peer GroupTotal Shareholder return 2022 $ 132 $ 111 $ 133 $ 120
Measure:: 1        
Pay vs Performance Disclosure        
Name Non-GAAP Operating Income      
Non-GAAP Measure Description The Company believes Non-GAAP Operating Income is the financial performance measure most closely linked to the calculation of compensation actually paid. Non-GAAP Operating Income is defined as set forth in footnote 1 of the “Corporate Objectives Performance vs. Goals” table on page 76 of this Proxy Statement. See also Annex A of this Proxy Statement for more information on adjustments to non-GAAP measures.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Net Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name ARR      
Measure:: 4        
Pay vs Performance Disclosure        
Name Non-GAAP Diluted EPS      
PEO | Reported Change in Actuarial Present Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0      
PEO | Fair Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (12,551,660)      
PEO | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,868,120      
PEO | Year End Fair Value of Equity Awards Granted During the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 12,234,909      
PEO | Change in Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (6,211,274)      
PEO | Value of Awards Granted in Prior Years Vesting During the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,155,515)      
Non-PEO NEO | Fair Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,966,598)      
Non-PEO NEO | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,791,242      
Non-PEO NEO | Year End Fair Value of Equity Awards Granted During the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,519,513      
Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (474,941)      
Non-PEO NEO | Value of Awards Granted in Prior Years Vesting During the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (262,448)      
Non-PEO NEO | Fair Value Of Awards That Failed To Meet Applicable Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (19,370)      
Non-PEO NEO | Fair Value Of Awards Granted And Vesting In The Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 28,489