2018 Guide to Effective Proxies

2.17.6 CEO to median employee pay ratio | 403 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Notice of 2018 Annual Meeting of Stockholders and Proxy Statement 90 CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our principal executive officer, President and CEO Adena T. Friedman, and the ratio of these two amounts. We have estimated the median of the 2017 annual total compensation of our employees, excluding Ms. Friedman, to be $109,556. The 2017 annual total compensation of Ms. Friedman was $14,460,580. The ratio of the annualized total compensation of Ms. Friedman to the estimated median of the annual total compensation of our employees was 132 to 1. We note that a substantial portion of Ms. Friedman’s total compensation for 2017 was the one-time stock-option award she received in connection with her promotion to President and CEO, which had a grant date fair value of approximately $3,999,997. Excluding the one-time stock option award, the ratio would have been 95 to 1. We identified our median employee by examining the 2017 actual total compensation (which consists of the employee’s base salary as of October 5, 2017, actual bonus paid in 2017 and grant date value of actual equity awards granted in 2017) for all individuals, excluding Ms. Friedman, who were employed by Nasdaq as of October 5, 2017. We did not make any cost-of-living adjustments or full-time equivalent adjustments. After identifying the median employee, we calculated total compensation for 2017 for this employee using the same methodology we used for our NEOs in the Summary Compensation Table. We employed 4,412 full-time and part-time employees, including hourly employees, on October 5, 2017 (1,785 in the United States and 2,627 in jurisdictions outside of the United States). 355 employees who joined Nasdaq after October 5, 2017 due to the acquisition of eVestment were not included in the total population. Also, consistent with the applicable rules, we excluded certain employees from our total employee population when determining our median employee. As permitted under the de minimis exemption, we excluded all of our 25, 22, 48, 99 and 4 employees in Estonia, Latvia, Germany, the Netherlands and Spain, respectively, collectively representing approximately 4.5% of our workforce. We also excluded 11 employees who became our employees due to the acquisition of Sybenetix in September 2017, as permitted by merger/acquisition exemption. Following the application of these exclusions, the total number of employees used in our median employee analysis was 4,203 (1,785 in the United States and 2,418 in jurisdictions outside of the United States). Our CEO pay ratio is a reasonable stimate calcula ed in a m nner c nsistent with SEC rules. We iden ified our m dian employee by examining the 2017 actual total compe sation (which consists of the mployee’s base salary as of Oct ber 5, 2017, ctual bon s paid in 2017 and grant dat value of actual equity awards granted in 2017) for all individual , excluding Ms. Fri dman, who w r employed by Nasdaq as of October 5, 2017. We did not make any cost-of-living adjustments or full-time equival nt adjustme ts. After id ntifying the median mployee, we calculat d total compensation f r 2017 for this employee using the same methodology we used for our NEOs in the Summary Compensation Table. We mploy d 4,412 full-tim and part-time employees, in luding hourly empl yees, on O tober 5, 2017 (1,785 in th United States and 2,627 in jurisdiction utside of the United States). 355 employees who joined Nasdaq after October 5, 2017 du t the acquisition of eVestment were not included in the otal population. Also, consist nt with th applicable rules, we excluded cert in employees from our total employ e population when determining our median employee. As permitted und r he de minimis xemption, we excluded all of our 25, 22, 48, 99 and 4 employees in Estonia, Latvia, G rmany, Netherlands and Spain, resp ctively, collectively repres nting approximately 4.5% of our w rkf rce. We also exc uded 11 employ es wh became our e ployees due to th acquisition of Sybenetix in September 2017, as perm tted by m rger/acquisition exemption. F llowing the appl cation of these exclusions, the total number of employees used in our median employee analysis was 4,203 (1,785 in the United States and 2,418 in jurisdictions outside of the United States). NASDAQ, INC.