NYX » Topics » Compensation Discussion and Analysis (CD&A)

This excerpt taken from the NYX DEF 14A filed Mar 2, 2009.

Compensation Discussion and Analysis (CD&A)

Our compensation decisions this year attempt to balance the accomplishments of our management team during this period with the impact of intensifying adverse market and economic conditions through 2008. In particular, we have sought to recognize the accomplishments related to our key strategic initiatives, including revenue growth, growth in pro forma earnings per share, reduction in fixed operating expenses and stabilization of market share, and at the same time appropriately take into account the substantial decrease in our share price over 2008 and the non-cash impairment charge we recognized in the fourth quarter.

Our Human Resources and Compensation Committee (HR&CC) determined that our management performed above expectations but that adverse market conditions and rising competitive pressures should be reflected this year through a company-wide reduction in our annual performance bonus pools of 20%. Individual factors were then taken into consideration with respect to any increase or decrease in annual performance bonuses from that amount. In reaching this determination, the HR&CC also noted the effect of the decrease in our share price on outstanding equity awards, which form a substantial part of our compensation structure.

Our decisions in 2008 also reflected the continuing development of a unified compensation program following the 2007 combination of the businesses of NYSE Group and Euronext. Fiscal 2008 represents our first full fiscal year and our first year of operating a combined compensation program. As part of our new compensation program, we introduced a new long-term incentive (“LTI”) plan in the first half of 2008 and introduced more standardized employment arrangements.

This excerpt taken from the NYX DEF 14A filed Apr 2, 2008.

Compensation Discussion and Analysis (CD&A)

This Compensation Discussion & Analysis describes the principles, policies and practices that formed the foundation of our executive compensation program in 2007 and explains how they applied to five of our executive officers: our chief executive officer, chief financial officer and the three other most highly compensated executives. In addition, we also discuss the compensation of our former chief executive officer and former chief financial officer, both of whom left us during 2007. These seven executives are named in the Summary Compensation Table that follows this CD&A, and we collectively refer to them as our “named executives.”

We became an operating company on April 4, 2007, combining the businesses of NYSE Group and Euronext. Before the NYSE Group/Euronext business combination transaction, we conducted no significant business, and executives who were employed by either NYSE Group or Euronext were compensated by that company. To provide you with a complete picture of the compensation of our named executives for 2007, the information in this CD&A and the accompanying tables includes the 2007 compensation paid by NYSE Group or Euronext before the NYSE Group/Euronext business combination transaction.

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