This excerpt taken from the NDAQ DEF 14A filed Apr 3, 2009.
Annual Base Salaries
The management compensation committee normally reviews base salaries on an annual basis before the beginning of each year so that any changes will be effective on January 1. Occasionally, the committee may
adjust base salaries during the year in response to significant changes in an executives responsibilities or events that would impact the long-term retention of a key executive.
Under the terms of Mr. Greifelds 2007 employment agreement, his base salary for 2008 was $1 million, which has remained unchanged since 2006. The management compensation committee decided that leaving his salary unchanged for 2008 was consistent with the terms of his employment agreement, the current economic environment and the provisions of Section 162(m) of the Internal Revenue Code (the Code) that limit the companys ability to deduct for federal income tax purposes non-performance-based compensation paid to its chief executive officer to $1 million.
Following its compensation review at the end of 2007, the management compensation committee approved base salary adjustments effective January 1, 2008 for each of the other three named executive officers who were then employed by Nasdaq. In the case of these executives, base salary was increased by approximately 4% for Mr. Warren, by approximately 7% for Ms. Ewing and by approximately 33% for Mr. Concannon. The committee approved a substantial base salary increase for Mr. Concannon because of his past contributions to the companys success and the critical position that he holds in the company going forward. In February 2008, the committee approved a further base salary increase of approximately 8% for Mr. Warren to ensure internal equity among the executive team.
When Mr. Böcker joined the combined company as President on February 27, 2008, the management compensation committee set his base salary at $750,000 per year. The committee arrived at this number by considering Mr. Böckers previous compensation as President and Chief Executive Officer of OMX and Mr. Böckers new responsibilities as President of the combined company.
Following its compensation review at the end of 2008 and in light of the current state of the economy, the management compensation committee decided not to adjust the base salaries for any of the named executive officers for 2009.