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NDAQ » Topics » Report of the Management Compensation Committee on Executive Compensation

This excerpt taken from the NDAQ DEF 14A filed Apr 21, 2006.

Report of the Management Compensation Committee on Executive Compensation

 

The Management Compensation Committee of the Nasdaq board, composed entirely of independent directors, has overall responsibility for establishing and administering Nasdaq’s compensation, benefits and equity programs. Specifically, the Committee:

 

  •   reviews and approves base salary and incentive compensation awards for officers of Nasdaq whose base salary is in excess of $200,000 and/or whose total annual cash compensation, including targeted incentive compensation, exceeds $400,000;

 

  •   reviews and recommends to the Nasdaq board of directors approval of all compensation and benefit plans for officers and staff of Nasdaq;

 

  •   reviews and approves performance goals for Nasdaq officers covered under the Executive Corporate Incentive Plan (ECIP);

 

  •   reviews and approves all equity awards granted to officers and staff of Nasdaq greater than 10,000 shares. Equity awards of 100,000 shares or greater will be referred to the full board of directors for ratification upon Committee review and approval;

 

  •   provides the Nasdaq board with quarterly reports on the distribution of equity awards.

 

Each member of the Committee qualifies as a “non-employee director” under Rule 16b-3 promulgated under the Securities Exchange Act of 1934. The Committee met eight times in 2005 and met in executive session at five committee meetings.

 

This excerpt taken from the NDAQ DEF 14A filed May 2, 2005.

Report of the Management Compensation Committee on Executive Compensation

 

The Management Compensation Committee (the “Committee”) of the Board of Directors, composed entirely of independent directors, has overall responsibility for establishing and administering Nasdaq’s compensation, benefits and equity programs. Specifically, the Committee:

 

  •   reviews and approves base salary and incentive compensation awards for officers of Nasdaq whose base salary is in excess of $200,000 and/or whose total annual cash compensation, including targeted incentive compensation, exceeds $400,000;

 

  •   reviews and recommends to the Nasdaq Board approval of all compensation and benefit plans for officers and staff of Nasdaq;

 

  •   reviews and approves performance goals for Nasdaq officers covered under the Executive Corporate Incentive Plan (“ECIP”);

 

  •   reviews and approves all equity awards granted to officers and staff of Nasdaq. Equity awards of 100,000 shares or greater are referred to the full Board of Directors for ratification upon Committee review and approval; and

 

  •   provides the Nasdaq Board with quarterly reports on the distribution of equity awards.

 

Each member of the Committee qualifies as a “non-employee director” under Rule 16b-3 promulgated under the Exchange Act. The Committee met seven times in 2004 and met in executive session at six Committee meetings.

 

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 21, 2006
DEF 14A
May 2, 2005

RELATED TOPICS for NDAQ:

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