2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 336 Notice of 2018 Annual Meeting of Stockholders and Proxy Statement 62 PAY FOR PERFORMANCE Nasdaq’s executive compensation program is designed to deliver pay in accordance with corporate, business unit and individual performance. A large percentage of total target compensation is “at-risk” through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance and include a substantial portion of equity. The mix of actual direct compensation for our NEOs in 2017 is shown below. BASE SALARY We review base salaries on an annual basis. In addition, we may make adjustments to base salaries during the year in response to significant changes in an executive’s responsibilities or events that would impact the long-term retention of a key executive. Salaries are established at levels commensurate with each executive’s title, position and experience, recognizing that each executive is managing a component of a complex global company. Nasdaq’s executive compensation program is designed to deliver pay in accordance with corporate, business unit and individual performance NEOs—2017 Actual Direct Compensation Mix “At-Risk” Performance Based Pay 65% + 24% = 89% 89% 65% Equity Awards 24% Annual Cash Incentive Awards Base Salary 11% NASDAQ, INC.