NDAQ » Topics » Base Salaries

This excerpt taken from the NDAQ DEF 14A filed Apr 17, 2008.

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 1st. Occasionally, the committee may adjust base salaries at the time of significant changes in an executive’s responsibilities or in response to events that would impact the long-term retention of a key executive.

Under the terms of Mr. Greifeld’s amended and restated employment agreement, effective on January 1, 2007, his base salary for 2007 was $1 million, which was unchanged from 2006. The management compensation committee decided that leaving his salary unchanged for 2007 was consistent with the terms of his employment

 

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agreement and the provisions of Section 162(m) of the Code that limit the deductibility to the company of compensation that is not performance-based to $1 million.

Following its 2006 compensation review, the management compensation committee approved base salary increases effective January 1, 2007 for each of the named executive officers (other than Mr. Greifeld). In the case of the other named executive officers, these base salary increases ranged from approximately 2% to 15% per individual. These increases were intended to:

 

   

recognize the executives for their past performance;

 

   

remain competitive with our previously identified peer companies;

 

   

maintain general internal equity among executives with similar functions; and

 

   

motivate and retain executives capable of leading a larger and more complex organization as we implemented a global acquisition strategy, with the larger percentage increases going to executives in areas critical to our growth.

This excerpt taken from the NDAQ DEF 14A filed Apr 20, 2007.

Base Salaries

We normally review base salaries on an annual basis near the beginning of each year or near the end of the preceding year. Occasionally, we may adjust base salaries at the time of notable changes in an executive’s responsibilities or in response to events that would impact the long-term retention of a key executive.

In the first quarter of 2006, we increased the base salary of our President and Chief Executive Officer, Mr. Greifeld, by approximately 27% from $790,000 to $1,000,000. In making this adjustment, we considered that Mr. Greifeld had not received an increase in base salary since he became our President and Chief Executive Officer in May 2003 and that Nasdaq had grown and increased in complexity since that time. Under the terms of the amended and restated employment agreement with Mr. Greifeld, which became effective in 2007, his base salary will remain at $1,000,000 for 2007.

Following its 2006 compensation review, the management compensation committee approved base salary increases in December 2006 for our other executives, including the named executive officers (other than Mr. Greifeld). In the case of the other named executive officers, these base salary increases ranged from approximately 6% to 15% per individual. These increases were intended both to recognize the executives for their past performance and to remain competitive with our peer companies. The committee also considered that two of the named executive officers had not received raises in base salary for three or more years.

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