MarketAxess Annual Report 2021

FY2021 Annual Report · MarketAxess

Loading PDF…

Dear Fellow Stockholders and Clients,

MarketAxess made substantial progress in our long-term growth strategy in 2021. In a year when
market conditions were markedly less favorable than in 2020, we reported a record $699 million in
revenue in 2021, the 13th consecutive year of record annual revenue. As a result, over the two
pandemic years of 2020 and 2021, revenue grew at a 2-year compound annual growth rate of 17%,
above our long-term revenue CAGR of 15%.

Six areas of progress stand out as drivers of our 2021 revenue increase and important contributors to
future growth:

1. Maintained strong leadership position in institutional electronic credit trading by leveraging Open
Trading® across all of our products, delivering significant transaction cost savings and improved
liquidity to our clients.

Open Trading reinforced its position as the preferred all-to-all marketplace in global fixed income in
2021. A cornerstone of our growth strategy, Open Trading now underpins nearly all of our trading
protocols and products, with approximately 1,700 active counterparty firms. Despite historically low
volatility and tight bid/ask spreads, Open Trading saved clients over $570 million in estimated
transaction costs in 2021.

In addition to our market leading credit RFQ capabilities, we made important strides in 2021
building out Live Markets order book trading for both Corporate Bonds and U.S. Treasuries. This
investment led to record trading volumes in Q1 2022 and offers our clients new access to live pricing
and additional market liquidity. We believe that our all-to-all trading environment and the growth of
trading automation create a strong foundation for long-term success in fixed income order books.

2. Extended our leadership in data and analytics to drive automated trading solutions for the global

fixed-income markets.

Our leading presence at the heart of the global credit markets generates a uniquely rich, valuable
source of data that is powering the automation of fixed-income trading. In 2021, we expanded the
application of Composite+, our A.I.-powered predictive pricing engine, to new trading protocols that
give clients extensive choice in how they access liquidity across our platform. Investors are now
seeing that they can significantly reduce their cost of trading by leveraging our data and automation
tools to execute much of their order flow in a “no-touch” environment. Dealers are increasingly
using Composite+ and other data tools to expand their use of market making algorithms to increase
trading activity with our broad global client network while simultaneously reducing their costs.

We are now leveraging our data and the increasing interest in Live Markets to support the launch of
the MKTX U.S. Investment Grade 400 Bond Index (MKTX 400), our first tradable index. The key
differentiators between the MKTX 400 and other fixed income indices is the improved liquidity,
transparency, and the high availability of the constituent bonds in the MKTX 400. The launch of this
index, which we hope will be the first of a series, underscores our commitment to creating
innovative and actionable data solutions in the fixed-income market, supported by our unique, all-

to-all Live Markets protocol where dedicated market makers will create continuous, tight, live
markets for the 400 bonds in the index.

3. Further diversified our revenue base through expansion in the U.S. Treasury market, the world’s

largest, and in municipal bonds.

In 2021, we reported record trading volume of $4.1 trillion in U.S. Treasuries, a powerful
complement to our established leadership in credit. Integrating our Treasury offering into the
MarketAxess platform opened the way for the introduction of an innovative electronic order book
based on our all-to-all marketplace Open Trading. This unique liquidity pool, which has 20 of the 24
primary dealers active on the platform, brings together our extensive institutional client base with
an innovative protocol for one of the most liquid markets in the world.

We are excited about the progress we are making to improve trading efficiency and liquidity in the
$1.1 trillion municipal bond business. Here again, Open Trading is a focal point in both RFQ trading,
as well as our acquisition of MuniBrokers. The MuniBrokers integration connects two disparate
trading communities into one with greater access to order flow and trading counterparties. Our
municipal bond platform had a total of 320 active clients on the platform at the end of the year,
generating record trading volume of $24 billion, a 71% increase from the prior year.

4. Significantly grew our global client base, underscored by exceptional results in international

markets.

Revenue and trading volume from international clients grew at a compound annual growth rate of
approximately 22% from 2017-2021, with our institutional investor and broker-dealer clients now
based in 80 countries. Active international clients grew from approximately 560 firms to 960 firms
during this time period. In 2021, our emerging markets debt and Eurobond businesses turned in
strong trading volume and market share gains. Emerging markets and Eurobond trading volume
increased 16% and 12%, respectively, compared to the prior year.

In 2021, we added four new local currency emerging market bond markets to the platform,
including onshore Chinese debt. That brought the number of local currency markets on MarketAxess
to a total of 28. Local currency bond trading volume reached a record $201 billion, an increase of
22%, compared to the prior year. By offering liquidity in both hard- and local-currency debt on a
single trading platform, we have created an efficient emerging market trading ecosystem for our
institutional investor and broker-dealer clients.

5. Significant growth in post-trade and information services, adding to our base of recurring revenue.

Last year also saw an expanded footprint for our post-trade and information services in Europe with
our acquisition of Regulatory Reporting Hub, which was fully integrated into our post-trade business
in 2021, adding approximately 500 clients across Europe. The expansion of our regulatory reporting
services positions us to offer still more differentiated data products. We moved in early 2022 to
capitalize on this opportunity with the launch of Axess All Prints, an enhanced real-time trade tape
for the most actively traded fixed-income instruments in the EU and UK.

Given our strong growth in post-trade and information services, as well as the increase in our
distribution fees, our base of recurring revenues increased to a record $197 million in 2021, up 21%,
compared to 2020.

6. ESG strategy advances critical to our long-term business success and our Company’s values.

Last year also brought significant advances in our ESG strategy, which includes initiatives that
MarketAxess believes are critical to our long-term business success and an important expression of
our company’s values. We see ESG and our commitment to strengthening the resilience of
communities and to a diverse workforce as deeply aligned with our Company’s purpose: to open
global markets, creating more opportunities for the companies, institutions, and individuals who
depend on them.

In 2021, we completed our first comprehensive, non-financial ESG materiality and prioritization
assessment. Drawing on the framework of the Sustainability Accounting Standards Board (SASB) and
the criteria of ESG rating agencies, our team engaged with internal and external stakeholders to
identify the factors driving long-term business performance and societal impact. To drive our efforts
in this area, our Board has adopted long-term diversity and human capital goals that will be among
the factors considered when determining the compensation of our Global Management Team. I
recommend that you download our full 2021 ESG Report in the Investor Relations – Corporate
Governance section of our website to learn more about these initiatives.

As we move into 2022, our foundation for growth has never been stronger, with an expanding client
base, an increasingly diversified product base and a wide range of trading protocols to capture the long-
term e-trading opportunity in the global fixed-income markets. Market conditions turned significantly
more favorable in early 2022, with credit-spreads and credit-spread volatility moving back into more
normal historical levels, which we believe will benefit our platform in the coming quarters.

The commitment and resilience of our employees played a leading role in sustaining our growth and
innovation in 2021. Throughout the two years of pandemic disruption, they have demonstrated
exemplary dedication and an amazing resourcefulness. We thank them for their hard work and resolute
focus on delivering results for our clients and our stockholders.

Sincerely,

Richard M. McVey
Chairman of the Board and Chief Executive Officer
April 27, 2022

Market Axess 2022 Proxy Statement and Notice of Annual Meeting of Stockholders

MarketAxess Holdings Inc.
55 Hudson Yards, 15th Floor
New York, New York 10001

April 27, 2022

TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.:

You are invited to attend the 2022 Annual Meeting of Stockholders (the Annual Meeting) of MarketAxess
Holdings Inc. (the Company) scheduled for Wednesday, June 8, 2022 at 10:00 a.m., Eastern Daylight Time. The
Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the Annual Meeting,
vote and submit your questions via live webcast by visiting www.virtualshareholdermeeting.com/MKTX2022. The
Companys Board of Directors and management look forward to your participation.

Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual
Meeting and Proxy Statement, which you are urged to read carefully.

We are pleased to take advantage of the U.S. Securities and Exchange Commission (SEC) rules that allow
issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to
provide our stockholders with the information they need, while lowering the costs of delivery and reducing the
environmental impact of our Annual Meeting. On April 27, 2022, we expect to mail to our stockholders a Notice
of Internet Availability of Proxy Materials (Notice) containing instructions on how to access our Proxy Statement
and Annual Report on Form 10-K for the year ended December 31, 2021 online and how to vote. The Notice
contains instructions on how you can receive a paper copy of the Proxy Statement, proxy card and Annual
Report if you only received a Notice by mail.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, your shares should be
represented and voted. After reading the Proxy Statement, please cast your vote via the Internet or telephone or
complete, sign, date and return the proxy card in the pre-addressed envelope that we have included for your
convenience if you received paper copies. If you hold your shares in a stock brokerage account, please check
your proxy card or contact your broker or nominee to determine whether you will be able to vote via the Internet
or by telephone or how to instruct your broker to vote on your behalf.

On behalf of the Board of Directors, thank you for your continued support.

Sincerely,

Richard M. McVey
Chief Executive Officer and Chairman of the Board of
Directors

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Attend the Annual Meeting at:

www.virtualshareholdermeeting.com/MKTX2022

Your vote is very important, regardless of the number of
shares you own. Please read the attached Proxy Statement
carefully and complete and submit your proxy card via the
Internet or sign and date your paper proxy card as promptly
as possible and return it in the envelope that was enclosed if
you received paper copies. Alternatively, you may be able to
submit your proxy by touch-tone phone as indicated on the
Notice or proxy card.

TO THE STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of
Stockholders (the Annual Meeting) of MarketAxess Holdings Inc.,
a Delaware corporation (the Company), will be held via live
webcast on Wednesday, June 8, 2022, at 10:00 a.m., Eastern
Daylight Time. You can participate in the Annual Meeting, vote
and submit your questions during the Annual Meeting by visiting
www.virtualshareholdermeeting.com/MKTX2022. You must have
your 16-digit control number included on your Notice of Internet
Availability of Proxy Materials or your proxy card (if you received
a printed copy of the proxy materials) to join the Annual Meeting.

At the Annual Meeting we will:
1. vote to elect the 13 nominees named in the attached Proxy
Statement as members of the Companys Board of Directors
for terms expiring at the 2023 Annual Meeting of
Stockholders;

2. vote to ratify the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2022;
3. hold an advisory vote to approve the compensation of the
Companys named executive officers as disclosed in the
attached Proxy Statement;

4. approve the MarketAxess Holdings Inc. 2022 Employee Stock

Purchase Plan (the 2022 ESPP); and

5. transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement
thereof.

BY INTERNET
Visit 24/7
www.proxyvote.com

BY PHONE
Call 1-800-690-6903
in the U.S. or Canada to vote your
shares

BY MAIL
If you received printed copies of the
proxy materials, cast your ballot,
sign your proxy card and return

PARTICIPATE IN THE
ANNUAL MEETING
Vote during the Annual Meeting at
www.virtualshareholdermeeting.co
m/MKTX2022 using your 16-digit
control number

These items are more fully described in the Companys Proxy Statement accompanying this notice.

The record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, or
any adjournment or postponement thereof, was the close of business on April 11, 2022. You have the right to receive
this Notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on April 11,
2022. Please remember that your shares cannot be voted unless you cast your vote by one of the following methods:
(1) vote via the Internet or call the toll-free number as indicated on the Notice or proxy card; (2) sign and return a
paper proxy card; or (3) vote during the Annual Meeting at www.virtualshareholdermeeting.com/MKTX2022.

By Order of the Board of Directors,

Scott Pintoff
General Counsel and Corporate Secretary
New York, New York
April 27, 2022

TABLE OF CONTENTS

PROXY SUMMARY

Annual Meeting information

Voting items

How to vote

PROPOSAL 1 ELECTION OF DIRECTORS

Your vote

Qualifications for director nominees

Board of Directors skills and expertise

Director diversity

Director Information

CORPORATE GOVERNANCE AND BOARD
MATTERS

Director independence

Board Refreshment

Board diversity policy

How nominees to our Board are selected

Board leadership structure

Board committees

Meetings and attendance

Board involvement in risk oversight

Board evaluations

Succession planning and talent management

Code of Conduct, Code of Ethics and other
governance documents

Communicating with our Board members

Director compensation

Certain relationships and related person
transactions

ENVIRONMENTAL, SOCIAL AND GOVERNANCE
STRATEGY AND INITIATIVES

Board and management oversight of ESG matters

Carbon footprint

Commercial ESG initiatives

PROPOSAL 2 RATIFICATION OF SELECTION
OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Your vote

Audit and other fees

REPORT OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

EXECUTIVE OFFICERS

A LETTER FROM OUR COMPENSATION AND
TALENT COMMITTEE

COMPENSATION DISCUSSION AND ANALYSIS

Responding to stockholders; evolving pay practices

Executive summary

Executive compensation practices and governance

How we determine pay levels

2021 compensation detail

Additional compensation information

REPORT OF THE COMPENSATION AND TALENT
COMMITTEE OF THE BOARD OF DIRECTORS

EXECUTIVE COMPENSATION

Summary compensation table

Grants of plan-based awards

Outstanding equity awards at fiscal year-end

Option exercises and stock vested

Nonqualified deferred compensation

Employment agreements and severance
arrangements with our Named Executive Officers

Potential termination or change in control payments
and benefits

Compensation Committee interlocks and insider
participation

PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE
COMPENSATION

Your vote

PROPOSAL 4 APPROVAL OF THE COMPANYS
2022 ESPP

Summary of the 2022 ESPP

U.S. federal income tax consequences relating to
the 2022 ESPP

Non-U.S. federal income tax consequences relating
to the 2022 ESPP

Securities authorized for issuance under equity
compensation plans

Your vote

CEO PAY RATIO

OTHER INFORMATION

General information

Solicitation of proxies

Voting

Availability of certain documents

Other matters

Stockholder proposals for 2022 Annual Meeting

APPENDIX A RECONCILIATION OF NON-GAAP
AMOUNTS

APPENDIX B 2022 ESPP

A-1

B-1

PROXY SUMMARY

This summary contains highlights about MarketAxess Holdings Inc. (MarketAxess, the Company, we or our)
and the upcoming 2022 Annual Meeting of Stockholders (the Annual Meeting). This summary does not contain
all of the information you should consider in advance of the Annual Meeting and we encourage you to read the
entire Proxy Statement before voting. This Proxy Statement, the accompanying Notice of Annual Meeting of
Stockholders and proxy card are first being mailed to stockholders on or about April 27, 2022. Whenever we
refer in this Proxy Statement to the Annual Meeting, we are also referring to any meeting that results from any
postponement or adjournment of the June 8, 2022 meeting.

Annual Meeting information

Date and Time:
Virtual Meeting:
Record Date:

Wednesday, June 8, 2022, at 10:00 a.m., Eastern Daylight Time
www.virtualshareholdermeeting.com/MKTX2022
Monday, April 11, 2022

Due to the continuing public health impact of the coronavirus outbreak (COVID-19) (the Pandemic) and to
support the health and well-being of our stockholders and other participants at the Annual Meeting, the Annual
Meeting will be held in virtual format only.

Voting items

The following table summarizes the items that we are asking our stockholders to vote on at the Annual Meeting,
along with the voting recommendations of our Board of Directors (the Board or Board of Directors).

1. Election of Directors

Item

2. Ratification of the appointment of

PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm
for the year ending December 31, 2022

3. Advisory vote to approve the compensation of
the Companys named executive officers as
disclosed in the attached Proxy Statement

4. Approval of the 2022 ESPP

Board
Recommendation

FOR

Required Approval
Majority of votes cast for each
nominee
Majority of shares of Common
Stock having voting power
present in person or represented
by proxy

Majority of shares of Common
Stock having voting power
present in person or represented
by proxy
Majority of shares of Common
Stock having voting power
present in person or represented
by proxy

Page
Reference

How to vote

Your vote is important. Stockholders of record as of the Record Date are entitled to vote through one of the
following options:

By Mail:

Via the Internet:

By Telephone:

If you received printed copies of the proxy materials, cast your ballot, sign your proxy card
and return.
To vote before the meeting, visit www.proxyvote.com.
To vote at the meeting, visit www.virtualshareholdermeeting.com/MKTX2022. You will need
the control number printed on your Notice, proxy card or voting instruction form.
Call the phone number located on your Notice or proxy card.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

The first proposal to be voted on at the Annual Meeting is the election of directors. Our Board currently consists of
13 directors, 11 of whom are not our employees, and all of whom are nominees for election at the Annual Meeting.
Each of the nominees for director was elected by the Companys stockholders on June 9, 2021, except for Xiaojia
Charles Li, who was appointed to the Board as of July 13, 2021. The directors are nominated for a term that begins
at the Annual Meeting and ends at the 2023 Annual Meeting of Stockholders. Each director will hold office until
such directors successor has been elected and qualified, or until such directors earlier resignation, retirement or
removal. The Board will continue to evaluate its composition as part of its focus on self-assessment and board
refreshment.

Your vote

If you sign the attached or enclosed proxy card and return it to the Company, your proxy will be voted FOR all
directors, for terms expiring at the 2023 Annual Meeting of Stockholders, unless you specifically indicate on the
proxy card that you are casting a vote against one or more of the nominees or abstaining from such vote.

A vote of the majority of the votes cast is required for the election of each director. Abstentions and broker non-
votes are not treated as votes cast and will therefore have no effect on the outcome of the vote.

BOARD RECOMMENDATION

P The board unanimously recommends that you vote FOR the election of each of the

following nominees:

Richard M. McVey

•
• Nancy Altobello
•
•
•
•
• William F. Cruger

Steven L. Begleiter
Stephen P. Casper
Jane Chwick
Christopher R. Concannon

•
•
•
•
•
•

Kourtney Gibson
Justin G. Gmelich
Richard G. Ketchum
Xiaojia Charles Li
Emily H. Portney
Richard L. Prager

Each of these nominees is currently serving as a director on our Board, and each nominee has agreed to
continue to serve on the Board if such nominee is elected at the Annual Meeting. If any nominee is unable (or for
good cause declines) to serve as a director at any time before the Annual Meeting, proxies may be voted for the
election of a qualified substitute designated by the current Board, or else the size of the Board will be reduced
accordingly. Biographical information about each of the nominees is included below under Director information.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

Qualifications for director nominees

Our Board has adopted minimum qualifications for our directors:

• substantial experience working as an executive officer for, or serving on the board of, a public company;

• significant accomplishment in another field of endeavor; or

• an ability to make a meaningful contribution to the oversight and governance of a company having a scope

and size similar to our Company.

A director must have an exemplary reputation and record for honesty in his or her personal dealings and
business or professional activity. All directors must demonstrate strong leadership skills and should possess a
basic understanding of financial matters; have an ability to review and understand the Companys financial and
other reports; and be able to discuss such matters intelligently and effectively. A director also needs to exhibit
qualities of independence in thought and action. A candidate should be committed first and foremost to the
interests of the stockholders of the Company. The key experience, qualifications and skills each of our directors
brings to the Board that are important in light of our business are included in their individual biographies below.

Board of Directors skills and expertise

The Companys directors are selected on the basis of specific criteria set forth in our Corporate Governance
Guidelines. All of our directors possess financial industry experience and a history of strategic leadership. In
addition to those qualifications, listed below are the skills and experience that we consider important for our
director nominees. More detailed information is provided in each director nominees biography.

Fixed
Income/
Electronic
Trading

Corporate
Governance

Regulatory

Technology/
Cybersecurity

Mergers
and
Acquisitions

Finance /
Accounting

Risk
Management

Other
Public
Company
Board
Experience

Talent
Management

Richard M. McVey

Nancy Altobello

Steven L. Begleiter

Stephen P. Casper

Jane Chwick

Christopher R. Concannon

William F. Cruger

Kourtney Gibson

Justin G. Gmelich

Richard G. Ketchum

Xiaojia Charles Li

Emily H. Portney

Richard L. Prager

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

Director diversity

The Company recognizes and embraces that having a
diverse Board enhances both the Boards
effectiveness in fulfilling its oversight role and the
Companys performance. See Corporate governance
and Board matters Board diversity policy for more
information. Shown below are the number of director
nominees that self-identify as diverse directors (four
women directors and two underrepresented minority
directors).

We are subject to the new Nasdaq Listing Rule
5605(f), which after a transition period, will require us
to have, or explain why we do not have, at least two
members of our Board who are diverse, including at
least one diverse director who self-identifies as
female and at least one director who self-identifies as
an underrepresented minority or LGBTQ+. We
welcome this important step in diversifying corporate
boards and we currently meet the diversity objectives
of this requirement.

In addition, we are also subject to the new Nasdaq Listing Rule 5606, which requires each Nasdaq-listed
company, subject to certain exceptions, to provide statistical information about the companys board of
directors, related to each directors self-identified gender, race, and self-identification as LGBTQ+. Below, please
find the board diversity matrix for the Company:

Board Diversity Matrix (As of April 27, 2022)

Total Number of Directors

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Asian

White

Female

Male

2022 Proxy Statement

Listed below is the tenure and age of our director nominees:

PROPOSAL 1 ELECTION OF DIRECTORS

TENURE

>20 years

10-20 years

5-9 years

director
diversity
by tenure

<5 years

2
70s

AGE

1
40s

59
average
director
age

6
60s

4
50s

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

Director information

At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the
persons named below to serve as directors of the Company for a term beginning at the Annual Meeting and
ending at the 2023 Annual Meeting of Stockholders.

Richard M. McVey

Nancy Altobello

Age: 62
Director since: April 2000
Chairman of the Board of Directors
Board Committees:
• None
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)

Age: 64
Director since: April 2019
Board Committees:
• Audit (Chair)
• Compensation and Talent
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)
• Amphenol Corporation (NYSE: APH)
• Wex Inc. (NYSE: WEX)

Qualifications and Career Highlights:

Nancy Altobello was most recently Global Vice Chair, Talent of
Ernst & Young (EY), a professional services firm, where she
was responsible for EYs talent and people strategy
worldwide from July 2014 until her retirement in June 2018.
Previously, Ms. Altobello held a number of senior positions at
EY, including Americas Vice Chair, Talent from 2008 to 2014,
Managing Partner, Northeast Region Audit and Advisory
Practices from 2003 to 2008 and Managing Partner, North
American Audit Practice from 1999 to 2003. Throughout this
time, Ms. Altobello also served as an audit partner for a
number of leading global organizations. She currently serves
on the Board of Directors of Amphenol Corporation and Wex
Inc. as well as on the Board of Trustees of Fidelity Charitable.
She previously served on the Board of Directors of CA
Technologies, Cornerstone OnDemand and MTS Systems
Corporation until each of their respective acquisitions. Ms.
Altobello received a B.S. in accounting from Fairfield
University, earned a Corporate Director Certificate from
Harvard Business School and is a licensed Certified Public
Accountant in New York and Connecticut.

Ms. Altobello was selected to serve on the Board due to her
financial, audit and Sarbanes Oxley compliance expertise,
her knowledge of talent and people strategy, and her global
business experience.

Richard M. McVey has been our Chief Executive Officer and
Chairman of our Board of Directors since our inception. As
an employee of J.P. Morgan & Co., one of our founding
broker-dealers, Mr. McVey was instrumental in the founding
of MarketAxess in April 2000. Prior to founding MarketAxess,
Mr. McVey was Managing Director and Head of North
America Fixed-Income Sales at J.P. Morgan, where he
managed the institutional distribution of fixed-income
securities to investors. Mr. McVey led MarketAxess through
the Companys IPO in 2004, and since that time, MarketAxess
has been one of the fastest growing financial technology
companies in the U.S. public markets, with industry leading
total stockholder returns. Mr. McVey was named the Ernst &
Young National Entrepreneur of the Year for financial
services in 2012, and he has been named to the Institutional
Investor Tech 40 list 15 times. Mr. McVey was a member of
the SEC Fixed Income Market Structure Advisory Committee,
for which he chaired the Technology and Electronic Trading
Sub-Committee from November 2017 to March 2021. Mr.
McVey serves on the Board of Trustees of Colby College. He
previously served on the Board of Directors of Miami (Ohio)
University Foundation and Blue Mountain Credit Alternatives
L.P., an asset management fund focused on the credit
markets and equity derivatives markets. Mr. McVey received
a B.A. in finance from Miami (Ohio) University and an M.B.A.
from Indiana University.

Mr. McVeys role as one of our founders and his service as
our Chief Executive Officer for over 20 years give him deep
knowledge and understanding of all aspects of the business
and operations of MarketAxess. Mr. McVeys extensive
experience in the financial services industry, including
significant leadership roles at J.P. Morgan, has provided the
Company with comprehensive knowledge of the financial
markets that we serve and the institutions and dealers that
are our clients.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

Steven L. Begleiter

Stephen P. Casper

Age: 60
Director since: April 2012
Board Committees:
•
Finance (Chair)
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)
• Great Ajax Corp. (NYSE: AJX)

Age: 72
Director since: April 2004
Lead Independent Director
Board Committees:
• Nominating and Governance
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)

Qualifications and Career Highlights:

Steven L. Begleiter has been employed with Flexpoint Ford,
LLC, a private equity group focused on investments in
financial services and healthcare, since October 2008, where
he currently serves as Managing Director. Prior to joining
Flexpoint Ford, Mr. Begleiter spent 24 years at Bear Stearns
& Co., serving first as an investment banker in the Financial
Institutions Group and then as Senior Managing Director and
member of its Management and Compensation Committee
from 2002 to September 2008. Mr. Begleiter also served as
head of Bear Stearns Corporate Strategy Group. Mr.
Begleiter currently serves on the Board of Directors of Great
Ajax Corp. and certain portfolio companies of Flexpoint Ford,
LLC. He previously served on the Board of Directors of
WisdomTree Investments, Inc. Mr. Begleiter received a B.A.
with Honors in economics from Haverford College.

Mr. Begleiter brings many years of leadership experience in
the financial services and private equity industries to the
Board. Mr. Begleiter also has extensive industry knowledge
and expertise relating to mergers and acquisitions and
capital formation.

Stephen P. Casper was most recently the President of TRG
Management L.P., the investment manager of the TRG Global
Opportunity Master Fund, Ltd., a private equity fund from
April 2010 to August 2012. From September 2008 to April
2010, Mr. Casper was a partner of Vastardis Capital Services,
which provides fund administration and securities
processing outsourcing services to hedge funds, funds of
funds and private equity funds and their investment
management sponsors. Prior to this, Mr. Casper was
Chairman and Chief Executive Officer of Charter Atlantic
Corporation, the holding company of Fischer Francis Trees &
Watts, Inc. (FFTW), a specialist manager of U.S., global and
international fixed-income portfolios for institutional clients,
and Malbec Partners, a manager of single-strategy hedge
funds. From April 2004 to January 2008, Mr. Casper was the
President and CEO of FFTW. Mr. Casper joined FFTW as Chief
Financial Officer in 1990 and was appointed Chief Operating
Officer in May 2001. From 1984 until 1990, Mr. Casper was
Treasurer of the Rockefeller Family Office. Mr. Casper has
been a member of the Board of Directors of multiple fixed
income hedge funds managed by KLS Diversified Asset
Management since July 2012. Mr. Casper is Vice-Chairman of
the Board of Directors of GMO LLC, a global investment
management firm providing clients with asset management
solutions and services, since May 2014 and a member of the
Investment Committee of the Brooklyn Museum. Mr. Casper
is a Certified Public Accountant and received a B.B.A. in
accounting from Baruch College, from which he graduated
magna cum laude, Beta Gamma Sigma, and an M.S. in
finance and accounting from The Wharton School at the
University of Pennsylvania.

Mr. Caspers experience in the fixed-income markets and
financial services industry and his experience in financial
reporting and accounting roles bring extensive public
accounting, financial reporting, risk management and
leadership skills to the Board.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

Jane Chwick

Christopher R. Concannon

Age: 59
Director since: October 2013
Board Committees:
• Nominating and Governance
• Risk (Chair)
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)
• M&T Bank Corporation (NYSE: MTB)
• Thoughtworks Holding, Inc. (NASDAQ:

TWKS)

• Voya Financial, Inc. (NYSE: VOYA)

Age: 54
Director since: January 2019
Board Committees:
• None
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)

Qualifications and Career Highlights:

Jane Chwick was most recently the Co-Founder and Co-CEO of
Trewtec, Inc., a technology advisory firm designed to help
board members and CEOs evaluate the technology function
in their companies, from September 2014 until the firm
ceased operations in August 2017. Prior to this role, she was
a Partner and Co-Chief Operating Officer of the Technology
Division of Goldman Sachs Group, Inc. where she was
responsible for financial and business planning, technical
strategy and ongoing management of an 8,000-person
organization until her retirement in April 2013. During her
30-year career at Goldman Sachs, Ms. Chwick held a number
of senior positions, including Global Head of Technology of
the Securities Division and Global Head of Derivatives
Technology. Ms. Chwick served on many governance
committees at Goldman Sachs, including the firms Finance
Committee, the firm-wide New Activity Committee and the
Technology Risk Committee, and served as co-chair of the
Technology Division Operating Committee. During her
tenure, she drove the design, build and integration of
technology across all of Goldman Sachs derivatives
businesses, including fixed income, commodities, currencies
and equities. Ms. Chwick is a member of the Board of
Directors of M&T Bank Corporation, Thoughtworks Holding,
Inc. and Voya Financial, Inc., and Ms. Chwick previously
served on the Board of Directors of Essent Group and
Peoples United Financial, Inc. until its acquisition by M&T
Bank Corporation. Ms. Chwick received a B.A. in mathematics
from Queens College and an M.B.A. from St. Johns University
with a concentration in MIS and quantitative analysis.

Ms. Chwicks extensive technology leadership experience
gained in a global financial services firm, combined with her
depth of market knowledge and industry insight, bring
valuable skills and strategic perspective to the Board.

Christopher R. Concannon has been our President and Chief
Operating Officer since January 2019. Mr. Concannon
previously served as President and Chief Operating Officer of
Cboe Global Markets, Inc., one of the worlds largest
exchange holding companies, a position he was appointed to
upon Cboes acquisition of Bats Global Markets, Inc. in 2017.
At Cboe, he was responsible for the companys transaction
businesses, including global derivatives, U.S. and European
equities, and global foreign exchange as well as overseeing
Cboes technology, operations, risk, and marketing divisions.
Until Bats acquisition by Cboe, Mr. Concannon served as
President of Bats from December 2014, director from
February 2015, and Chief Executive Officer from March 2015.
Mr. Concannon has more than 20 years of experience as an
executive at Nasdaq, Virtu Financial, Instinet and as an
attorney at Morgan, Lewis & Bockius, LLP and the SEC. Mr.
Concannon has received a B.A. from Catholic University, an
M.B.A. from St. Johns University, and a J.D. from Catholic
Universitys Columbus School of Law.

Mr. Concannon brings to the Board extensive experience
leading companies in the global exchange industry. Mr.
Concannon also has deep and critical knowledge regarding
automated trading, the delivery of innovative technology
solutions, market structure and clearing operations.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

William F. Cruger

Kourtney Gibson

Finance

Age: 63
Director since: November 2013
Board Committees:
• Audit
•
• Nominating and Governance (Chair)
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)
• M&T Bank Corporation (NYSE: MTB)
• Virtu Financial, Inc. (NASDAQ: VIRT)

Age: 40
Director since: July 2020
Board Committees:
• Audit
• Compensation and Talent
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)
•

lululemon athletica inc. (NASDAQ:
LULU)

Qualifications and Career Highlights:

William F. Cruger was most recently Vice Chairman of
Investment Banking at JPMorgan Chase & Co., a
multinational investment bank and financial services
company, where he was responsible for key client
relationships on a global basis until his retirement in August
2013. Previously, Mr. Cruger held a number of senior
positions at J.P. Morgan, including Managing Director in the
Financial Institutions group from 1996 to 2011. During this
time, he oversaw the rationalization of the firms private
equity investments in trading platforms and related ventures
at LabMorgan from 2000 to 2001. Prior to this, Mr. Cruger
ran the firms investment banking practices in Japan from
1991 to 1996, Latin America from 1989 to 1991 and Emerging
Asia from 1984 to 1988. He currently serves on the Board of
Directors of M&T Bank Corporation and Virtu Financial, Inc.,
and has previously served on the Boards of Directors of
Archipelago, Credittrade, Capital IQ. and Peoples United
Financial, Inc. until its acquisition by M&T Bank Corporation.
Mr. Cruger received a B.A. from Clark University and an
M.B.A. from Columbia University.

Mr. Crugers diverse experience in investment banking at a
global financial services firm, his extensive knowledge of
financial institutions and financial markets, his leadership
roles as a director of other financial services firms, and his
international business experience bring critical skills and
strategic insight to the Board.

Kourtney Gibson has been the Executive Vice Chairman of
Loop Capital Markets, an investment bank, brokerage and
advisory firm, since March 2022. Prior to this role, Ms. Gibson
served in various roles at Loop Capital Markets, including as
President from June 2016 to March 2022, Head of the Fixed
Income Division from January 2015 to June 2016 and Head of
the Equity Division from June 2005 to December 2015. Ms.
Gibson currently serves on the Board of lululemon athletica
inc. and is a member of The Economic Club of Chicago and
the Treasury Market Practices Group sponsored by the
Federal Reserve Bank of New York. Ms. Gibson also currently
serves on the Board of Trustees at the University of Miami
and Viterbo University, the Board of the Dibia Dream
Foundation and the Board of the Chicago Scholars
Foundation. Ms. Gibson received an M.B.A. from the Kellogg
School of Management at Northwestern University and a
B.B.A. from the University of Miami.

Ms. Gibson brings to the Board her wealth of experience
relating to the evolving market structure of both the fixed
income and equity markets, as well her broad-based
experience with institutional investor clients.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

Justin G. Gmelich

Richard G. Ketchum

Age: 53
Director since: October 2019
Board Committees:
• Audit
•
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)

Finance

Age: 71
Director since: April 2017
Board Committees:
• Risk
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)

Qualifications and Career Highlights:

Justin G. Gmelich has been a Partner and Global Head of
Markets with King Street Capital Management, a global
investment management company, since January 2020,
where he is also a member of the Management Committee,
the Global Investment Committee and the Real Estate
Investment Committee. Prior to this, Mr. Gmelich was the
Global Chief Operating Officer for Fixed Income,
Commodities, and Currencies (FICC) at Goldman Sachs
from November 2017 to March 2019, prior to which he was
Global Head of Credit at Goldman Sachs since March 2012.
Additionally, while at Goldman Sachs, he was a member of
the Firms Management Committee, Firmwide Risk
Committee, Securities Division Executive Committee,
Securities Division Volcker Committee and the Global
Recruiting Council. Earlier in his career, Mr. Gmelich worked
as an associate trader at Chase and was a vice president at
Salomon Brothers. Mr. Gmelich serves as the Chair of the
Villanova University Board of Trustees, where he also chairs
the Investment Committee, and serves on the Boards of
Teddys Fund and Trinity Hall. Mr. Gmelich received a B.S. in
Finance from Villanova University, an M.S. in
Accounting/Taxation from the University of Southern
California and an M.B.A. in Finance from Columbia
University.

Mr. Gmelich brings to the Board a deep knowledge of fixed
income market structure and valuable experience in
electronic trading. Mr. Gmelich also provides key insight into
the perspectives of our dealer customer base.

Richard G. Ketchum was most recently Chief Executive Officer
of the Financial Industry Regulatory Authority, Inc. (FINRA)
from March 2009 to July 2016 and served as Chairman of
FINRAs Board of Governors from March 2009 to August
2016. Prior to joining FINRA, Mr. Ketchum held a range of
senior regulatory positions in the financial industry over
twenty years, including as Chief Executive Officer of NYSE
Regulation, Inc., President of the NASDAQ OMX Group Inc., a
predecessor of Nasdaq, Inc., President and Chief Operating
Officer of the National Association of Securities Dealers Inc.,
a predecessor of FINRA, and Director of the Division of
Market Regulation at the SEC. Mr. Ketchum was also the
General Counsel of the Corporate and Investment Bank of
Citigroup Inc. Mr. Ketchum is on the Board of Directors of
GSS, a subsidiary of BNY Mellon. He previously served as
Non-Executive Chairman of the Board of Directors of
Sculptor Capital Management, Inc. Mr. Ketchum received a
B.A. from Tufts University and a J.D. from New York
University School of Law.

Mr. Ketchum brings to the Board substantial regulatory
experience in the securities industry and deep knowledge of
the legal and compliance issues facing companies in the
financial services industry.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

Xiaojia Charles Li

Emily H. Portney

Age: 61
Director since: July 2021
Board Committees:
• None
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)

Age: 50
Director since: October 2017
Board Committees:
• Risk
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)

Qualifications and Career Highlights:

Xiaojia Charles Li has been Founder and Chairman of Micro
Connect, a Hong Kong-based exchange group, since January
2021. Previously, he was Chief Executive of Hong Kong
Exchanges and Clearing Limited (HKEX) from January 2010
to December 2020. During this time, he orchestrated some
of the most significant strategic initiatives in HKEX's history,
including the launch of the Shanghai-Hong Kong Stock
Connect cross-border trading scheme in 2014, Shenzhen-
Hong Kong Stock Connect in 2016 and Bond Connect in 2017.
Prior to joining HKEX in 2009, Mr. Li served as Chairman of JP
Morgan China from 2003 to 2009 and worked at Merrill
Lynch from 1994 to 2003, where he served as President of
Merrill Lynch China from 1999 to 2003. Earlier in his career,
Mr. Li practiced law in New York as an Associate at Brown &
Wood LLP from 1993 to 1994 and Davis Polk & Wardwell LLP
from 1991 to 1993. He currently serves on the Council of the
University of Hong Kong and the Board of Trustees of Asia
Business Council. Mr. Li received a B.A. in English Literature
from Xiamen University in China, an M.A. in Journalism from
the University of Alabama and a J.D. from Columbia Law
School.

Mr. Li brings to the Board his international leadership
experience in the financial services sector, in particular his
expertise in market infrastructure development in Asia. Mr.
Li also provides key insights into the evolving financial
regulatory landscape in China.

Emily H. Portney has been Chief Financial Officer of BNY
Mellon, a global investment banking services company, since
July 2020. In this role, she is responsible for global financial
strategy and finance functions, including controllership,
business CFO teams, treasury, capital management, tax,
corporate development, investor relations, procurement and
real estate. Prior to this role, Ms. Portney was Head of Asset
Servicing, Americas for BNY Mellon from October 2018 to July
2020. In that role, she oversaw the business unit that
provides investment administration, and operational and
technology solutions to alternative investment managers,
asset managers, asset owners, insurance companies, banks
and broker-dealers. Ms. Portney was Chief Financial Officer
of Barclays International, a division of Barclays PLC, a British
universal bank from September 2016 to September 2018,
where she helped to establish the non-ring-fenced bank, and
led a global organization spanning the Corporate and
Investment Bank, the Private Bank, and the Cards and
Payments businesses. From April 2016 to August 2016, she
served as North America Chief Financial Officer for Visa, Inc.
Prior to that, from June 1993 to January 2016, Ms. Portney
worked at JPMorgan Chase & Co., serving in various senior
roles including Global Head of Clearing, Collateral
Management, and Execution; Chief Financial Officer of
Equities and Prime Services; and Chief Operating Officer of
Futures and Options. Ms. Portney previously served on the
Board of Directors of The Depository Trust & Clearing
Corporation (DTCC). Ms. Portney received a B.A. from Duke
University and an M.B.A. from Columbia University.

Ms. Portney brings leadership experience from a number of
financial institutions. Ms. Portney also has in-depth
experience relating to clearing operations and strategies and
the requirements of operating a firm in a highly regulated
industry.

2022 Proxy Statement

PROPOSAL 1 ELECTION OF DIRECTORS

Richard L. Prager

Age: 62
Director since: July 2019
Board Committees:
• Compensation and Talent (Chair)
• Risk
Public Company Directorships:
• MarketAxess (NASDAQ: MKTX)

Qualifications and Career Highlights:

Richard L. Prager has been a Senior Advisor at Tresata, a data
analytics firm, since July 2019. From May 2016 to July 2019,
Mr. Prager was a Senior Managing Director of BlackRock Inc.
and served on the firms Global Executive Committee. In that
role, he led the firms global trading, cash management and
securities lending teams and played a leadership role in
managing BlackRocks global investment platform for both
active portfolios and the iShares ETF business. Mr. Prager
joined BlackRock in 2008 during the financial crisis as a
Managing Director in their Financial Market Advisory
business where BlackRock assisted the U.S. Government and
many financial firms navigating the crisis. After BlackRock
acquired BGI in 2009, Mr. Prager moved internally to the
investment platform where he initially headed fixed income
trading and soon thereafter, oversaw all asset class trading.
In 2012 he assumed responsibility of the firms cash
management and securities lending businesses in addition to
global trading. Before joining BlackRock in 2008, Mr. Prager
worked in various senior roles for Bank of America from
2000 to 2008 including Global Head of Rates, Currencies and
Commodities. He has also held senior roles at GenRe from
1999 to 2000, ING from 1993 to 1999 and Westpac from 1984
to 1993. Mr. Prager received a B.S. from Duke University.

Mr. Prager possesses valuable expertise in the financial
markets, and has been an industry leader in the areas of
electronic trading and trading technology. Mr. Prager also
brings significant experience in the areas of global asset
management, risk management and settlements.

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

Director independence

The Board of Directors has determined that each of our current directors, other than Mr. McVey, our Chief
Executive Officer (CEO) and Chairman of the Board of Directors (Chairman) and Mr. Concannon, our President
and Chief Operating Officer (President & COO), currently meet the independence requirements contained in
the NASDAQ listing standards and applicable securities rules and regulations. In determining the independence
of each of our non-employee directors, the Board considered the transactions described under Certain
relationships and related person transactions Other transactions. None of our non-employee directors has a
relationship with the Company or its subsidiaries that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.

Board refreshment

We do not have director age or term limits, as we believe our efforts to regularly refresh the Board with new
directors, as well as natural turnover, have achieved the appropriate balance between maintaining longer-term
directors with deep institutional knowledge and new directors who bring new perspectives and diversity to our
Board. Our Board reviews director tenure every year in connection with its director independence
determinations. We plan to continue to refresh our Board of Directors to ensure that it is composed of high
functioning, qualified and diverse members.

Currently, 7 of our 13 directors have served for less than five years. See Proposal 1 Election of Directors
Director Diversity for more information.

In addition, on an annual basis, the Nominating and Governance Committee reviews and makes
recommendations to the Board related to the size, structure and composition of the Board and its Committees.

Board diversity policy

The Company recognizes and embraces that having a diverse Board enhances both the Boards effectiveness in
fulfilling its oversight role and the Companys performance. The Companys Board Diversity Statement, included
in our Corporate Governance Guidelines, cites diversity at the Board level as an essential element in the
attainment of its strategic objectives and in achieving sustainable and balanced development. In designing the
Boards composition, diversity is considered in a number of respects, including but not limited to diversity of
gender, age, race, ethnicity, nationality, cultural and educational background, professional experience, skills,
knowledge and length of service. In any formal search for Board candidates, the Nominating and Corporate
Governance Committee includes, and requests that any search firm that it engages include, qualified candidates
with a diversity of race/ethnicity and gender in the initial pool from which the Committee selects director
candidates. The ultimate decision on all Board nominations is based on merit and the contributions that the
selected candidates will bring to the Board, having due regard for the benefits of diversity.

The Nominating and Corporate Governance Committee annually reviews the approval criteria for the selection of
new directors and the evaluation and renomination of existing directors, including with regard to the Board
Diversity Statement. This annual evaluation enables the Board and the Nominating and Corporate Governance
Committee to update the skills and experience they seek in the Board as a whole, and in individual directors, as
the Companys needs evolve and change over time, and to assess the effectiveness of efforts at promoting
diversity.

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

We are subject to the new Nasdaq Listing Rule 5605(f), which, after a transition period, will require us to have, or
explain why we do not have, at least two members of our Board who are diverse, including at least one diverse
director who self-identifies as female and at least one director who self-identifies as an underrepresented
minority or LGBTQ+. We welcome this important step in diversifying corporate boards and we currently meet the
diversity objectives of this requirement. See Proposal 1 Election of Directors Director Diversity for more
information.

How nominees to our Board are selected

Candidates for election to our Board of Directors are nominated by our Nominating and Corporate Governance
Committee and ratified by our full Board of Directors for election by the stockholders. The Nominating and
Corporate Governance Committee operates under a charter, which is available in the Investor Relations
Corporate Governance section of our corporate website at www.marketaxess.com.

The Nominating and Corporate Governance Committee will give the same consideration to properly submitted
candidates recommended by stockholders as they do candidates suggested by other parties. Stockholders may
recommend candidates for the Nominating and Corporate Governance Committees consideration by submitting
such recommendations directly to the Nominating and Corporate Governance Committee as described below
under Communicating with our Board members. In making recommendations, stockholders should be mindful
of the discussion of minimum qualifications set forth above under Qualifications for director nominees though
meeting such minimum qualification standards does not imply that the Nominating and Corporate Governance
Committee will necessarily nominate the person recommended by a stockholder. The Nominating and Corporate
Governance Committee may also engage outside search firms to assist in identifying or evaluating potential
nominees.

Board leadership structure

Our CEO also serves as the Chairman of our Board, and we have a Lead Independent Director who is responsible
for, among other things, consulting with the Chairman regarding the agenda and meeting schedules for each
Board meeting, coordinating the activities of the non-employee directors, including presiding over the executive
sessions of non-employee directors, and serving as a liaison between the Chairman and the non-employee
directors. We believe that this structure is appropriate for the Company because it allows one person to speak
for and lead the Company and the Board, while also providing for effective oversight by an independent Board
through a Lead Independent Director. Our CEO, as the individual with primary responsibility for managing the
Companys strategic direction and day-to-day operations, is in the best position to provide Board leadership that
is aligned with our stockholders interests, as well as the Companys needs. Our overall corporate governance
policies and practices, combined with the strength of our independent directors, serve to minimize any potential
conflicts that may result from combining the roles of CEO and Chairman.

Mr. Casper has been appointed by our independent directors to serve as our Lead Independent Director. Our
Corporate Governance Guidelines provide that the Chairman of the Nominating and Corporate Governance
Committee shall act as the Lead Independent Director, unless otherwise determined by a majority vote of the
independent directors of the Board.

The Board has established other structural safeguards that serve to preserve the Boards independent oversight
of management. The Board is comprised almost entirely of independent directors who are highly qualified and
experienced, and who exercise a strong, independent oversight function. The Boards Audit Committee,
Compensation and Talent Committee, Nominating and Corporate Governance Committee, Risk Committee and
Finance Committee are comprised entirely of, and are chaired by, independent directors. Independent oversight
of our CEOs performance is provided through a number of Board and committee processes and procedures,
including regular executive sessions of non-employee directors and annual evaluations of our CEOs
performance against pre-determined goals. The Board believes that these safeguards preserve the Boards

2022 Proxy Statement

independent oversight of management and provide a balance between the authority of those who oversee the
Company and those who manage it on a day-to-day basis.

CORPORATE GOVERNANCE AND BOARD MATTERS

Board committees

Audit Committee

The Audit Committee of the Board of Directors oversees the accounting and financial reporting process of the
Company and the audits of the financial statements of the Company. The Audit Committee is also responsible
for preparing the audit committee report required to be included in this Proxy Statement, and the Audit
Committee is directly responsible for the appointment, retention, compensation and oversight of the Companys
outside auditor. The Audit Committee currently consists of Ms. Altobello (Chair), Mr. Cruger, Ms. Gibson and Mr.
Gmelich.

The Board of Directors has determined that each member of the Audit Committee is an independent director in
accordance with NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended
(the Exchange Act). The Board has determined that each member of the Audit Committee is able to read and
understand fundamental financial statements, including the Companys balance sheet, income statement and
cash flow statement, as required by NASDAQ rules. In addition, the Board has determined that each member of
the Audit Committee satisfies the NASDAQ rule requiring that at least one member of our Boards Audit
Committee have past employment experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background that results in the members financial
sophistication, including being or having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities. The Board has also determined that each member of the Audit
Committee is an audit committee financial expert as defined by the SEC. For information regarding the
experience and qualifications of our Audit Committee members, see the information in this Proxy Statement
under the section heading Proposal 1 Election of Directors Director information.

Compensation and Talent Committee

The Compensation and Talent Committee of the Board of Directors (the Compensation Committee) is
responsible for reviewing and approving, and, as applicable, recommending to the full Board for approval, the
compensation of the CEO and all other officers of the Company, as well as the Companys compensation
philosophy, strategy, program design and administrative practices. The compensation programs reviewed and
approved by the Compensation Committee consist of all forms of compensation, including salaries, cash
incentives, and stock-based awards and benefits. The Compensation Committee is also responsible for oversight
of the Companys talent management processes, including talent acquisition, leadership development and
succession planning for key roles, reviewing the Companys diversity, equity and inclusion programs, and
reviewing the Companys corporate culture. The Compensation Committee currently consists of Mr. Prager
(Chair), Ms. Altobello and Ms. Gibson. The Board of Directors has determined that each member of the
Compensation Committee is an independent director in accordance with NASDAQ listing standards and a non-
employee director under the applicable SEC rules and regulations.

Finance Committee

The Finance Committee assists the Board with its oversight of the Companys global treasury activities, mergers,
acquisitions, divestitures, strategic investments, capital structure and capital allocation strategy, financing and
liquidity requirements, dividends, stock repurchase authorizations, investor relations activities and insurance
and self-insurance programs. The Finance Committee currently consists of Messrs. Begleiter (Chair), Cruger and
Gmelich.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors identifies individuals qualified
to become Board members and recommends for selection by the Board the director nominees to stand for

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

election at each annual meeting of the Companys stockholders. In connection therewith, the Nominating and
Corporate Governance Committee reviews certain policies regarding the nomination of directors and
recommends any changes in such policies to the Board for its approval; identifies individuals qualified to become
directors; evaluates and recommends for the Boards selection nominees to fill positions on the Board; and
recommends changes in the Companys corporate governance policies, including the Corporate Governance
Guidelines, to the Board for its approval. The Nominating and Corporate Governance Committee oversees the
annual review of the performance of the Board of Directors, each director and each committee. The Nominating
and Corporate Governance Committee also oversees the Companys environmental, social and governance
strategy and initiatives. See Environmental, social and governance strategy and initiatives. The Nominating and
Corporate Governance Committee currently consists of Mr. Cruger (Chair), Mr. Casper and Ms. Chwick. The
Board of Directors has determined that each member of the Nominating and Corporate Governance Committee
is an independent director in accordance with NASDAQ listing standards.

Risk Committee

The Risk Committee assists the Board with its oversight of the Companys risk management activities, with
particular responsibility for overseeing designated areas of risk that are not the primary responsibility of another
committee of the Board or retained for the Boards direct oversight. Items delegated to the Risk Committee by
the Board include technology and cyber-security risk, credit risk, clearing risk and regulatory risk. The Risk
Committee also oversees and receives reports related to the Companys cyber-security insurance policies and
data security policies and procedures. The Risk Committee currently consists of Ms. Chwick (Chair), Mr. Ketchum,
Ms. Portney and Mr. Prager.

Meetings and attendance

The following table sets forth the chairs and membership structure of the Board and each standing Board
committee as of April 27, 2022, and the number of Board and Board committee meetings held during 2021.

BOARD STRUCTURE AND MEETINGS
Chair: McVey
Lead Independent Director: Casper

Members: 13

Meetings: 6

Audit

Chair:
Members:
Meetings(1):

Altobello
4
5

Compensation/Talent
Chair:
Members:
Meetings:

Prager
3(2)
6

Finance

Chair:
Members:
Meetings:

Begleiter
3
3

Nominating/Governance
Chair:
Members:
Meetings:

Cruger
3
3

Risk

Chair:
Members:
Meetings(1):

Chwick
4
6

(1) The Audit and Risk Committees held one joint Audit and Risk Committee meeting in 2021.
(2) As of December 31, 2021, there were four members of the Compensation and Talent Committee.

ﬂr. Begleiter rotated o(cid:219) the Committee in (cid:143)anuary 2022.

The non-management directors met in executive session without management directors or employees at each of
the meetings of the Board during 2021. We expect each director to attend each meeting of the full Board and of
the committees on which such director serves and to attend the annual meeting of stockholders. All directors,
except Xiaojia Charles Li, attended at least 75% of the meetings of the full Board and the meetings of the
committees on which they served. Mr. Li joined the Board in July 2021 and attended two of the three Board
meetings held during 2021 during the time he was serving as a director. He missed the October 2021 meeting
due to the time difference and travel restrictions imposed on travel between the Unites States and China during
the Pandemic. Twelve of the thirteen directors who were serving on our Board at the time attended our 2021
annual meeting of stockholders (the 2021 Annual Meeting).

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

Board involvement in risk oversight

The Companys management is responsible for defining the various risks facing the Company, formulating risk
management policies and procedures, and managing the Companys risk exposures on a day-to-day basis. The
Boards responsibility is to oversee the Companys risk management processes by informing itself of the
Companys material risks and evaluating whether management has reasonable controls in place to address the
material risks. The Board is not responsible, however, for defining or managing the Companys various risks.

The Board of Directors and its committees oversee risk through regular reports from management. The Boards
committees report on the matters discussed at the committee level to the full Board. The Risk Committee assists
the Board with its oversight of the Companys risk management activities, including operational risks, technology
risks relating to information security, business resiliency and continuity, software change management and
deployment and system capacity, credit and settlement risks and regulatory risks. The Audit Committee assists
the Board in its oversight of the Companys significant financial risk exposures. In addition, the Compensation
Committee is charged with reviewing and assessing risks arising from the Companys compensation policies. Risk
management is a factor that the Board and the Nominating and Corporate Governance Committee consider
when determining who to nominate for election as a director of the Company and which directors serve on each
Committee. In addition, the Nominating and Corporate Governance Committee is charged with overseeing risk
related to the Companys environmental, social and governance strategy and initiatives. The Board believes this
division of responsibilities provides an effective and efficient approach for addressing risk management.

The Companys Global Management Team assists managements efforts to assess and manage risk. The Global
Management Team is chaired by the CEO and is comprised of the Companys senior managers with global
oversight. The Global Management Team assesses the Companys business strategies and plans and ensures
that appropriate policies and procedures are in place for identifying, evaluating, monitoring, managing and
measuring significant risks. The Chief Risk Officer regularly prepares updates and reports for the Global
Management Team, Risk Committee and the Board of Directors.

We have assembled a cross-functional team, which includes several of our executive officers, for continuously
monitoring the impact of the Pandemic on our employee base and business operations. Throughout the
Pandemic, the Board has overseen this risk management initiative, working closely with management to
maintain information flow and timely review of issues arising from the Pandemic. For information on the effect
of the Pandemic on our business, see Managements Discussion and Analysis Critical Factors Affecting our
Industry and our Company Economic, Political and Market Factors in the Companys Annual Report on
Form 10-K.

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

Board evaluations

Each year, the members of the Board of Directors conduct a confidential written assessment of the Boards
performance that is reviewed and summarized by the Companys Lead Independent Director and the Chair of
the Nominating and Corporate Governance Committee. As part of the evaluation process, the Board reviews its
overall composition, including director tenure, board leadership structure, diversity, including the effectiveness
of its diversity policy, and individual skill sets, to ensure it serves the best interests of stockholders and positions
the Company for future success. Each Board committee also conducts an annual written self-assessment of its
performance during the prior year. The results of the assessments are then summarized and communicated
back to the appropriate committee chairpersons and our Lead Independent Director. After the evaluations, the
Board and management work to improve upon any issues or focus points disclosed during the evaluation
process. As part of the evaluation process, each committee reviews its charter annually.

Succession planning and talent management

The Board is committed to positioning MarketAxess for further growth through ongoing talent management,
succession planning and the deepening of our leadership bench. Management facilitates a formal talent
management and leadership development review on an annual basis for the Board. The review is focused on
both immediate, short-term coverage plans for all executives in the event of an unforeseen situation, as well as
longer-term, strategic succession planning. A critical element of the review is an evaluation of the Companys
formal leadership development and talent acquisition initiatives in order to ensure that our leadership team has
the skills, capabilities and experience to effectively lead our existing, and future, global business. The review also
focuses on the retention of key managers. The annual talent management and leadership development review
is supplemented by an additional year-end review by the Board of the individual performance and year-end
compensation proposals for the executive management team and other key staff.

The Board values diversity among the management team and strives to increase the diversity of the executive
management team, as well as the management teams reporting to them. The Board considers formal and
informal initiatives to promote diversity as part of their annual talent management review. In addition, in any
external searches for executive management team candidates in which the Company considers candidates that
are not employees of the Company, the Company will request that any search firm that it engages include
qualified candidates with a diversity of race/ethnicity and gender in the initial pool from which the Company
selects such executive management team candidates.

The Board has formal exposure to the executive team at Board meetings, as well as at Board committee
meetings and other discussions. There are other opportunities for more informal interaction with employees
across the organization throughout the year through various events and collaborative experiences.

Code of Conduct, Code of Ethics and other governance documents

The Board has adopted a Code of Conduct that applies to all officers, directors and employees, and a Code of
Ethics for the CEO and Senior Financial Officers, which includes Mr. Gerosa, our Chief Financial Officer (CFO).
Both the Code of Conduct and the Code of Ethics for the CEO and Senior Financial Officers can be accessed in
the Investor Relations Corporate Governance section of our website at www.marketaxess.com. We intend to
satisfy any disclosure obligations regarding waivers of or amendments to our Code of Conduct and Code of
Ethics for the CEO and Senior Financial Officers by posting such information on our website at
www.marketaxess.com.

You may also obtain a copy of these documents without charge by writing to MarketAxess Holdings Inc., 55
Hudson Yards, 15th Floor, New York, New York 10001, Attention: Investor Relations.

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

Copies of the charters of our Boards Audit Committee, Compensation Committee, Finance Committee, Risk
Committee and Nominating and Corporate Governance Committee, as well as a copy of the Companys
Corporate Governance Guidelines, can be accessed in the Investor Relations Corporate Governance section of
our website.

Communicating with our Board members

Although our Board of Directors has not adopted a formal process for stockholder communications with the
Board, we make every effort to ensure that the views of stockholders are heard by the Board or by individual
directors, as applicable, and we believe that this has been an effective process to date. Stockholders may
communicate with the Board by sending a letter to the MarketAxess Holdings Inc. Board of Directors, c/o
General Counsel, 55 Hudson Yards, 15th Floor, New York, New York 10001. The General Counsel will review the
correspondence and forward it to our CEO and Chairman and the Lead Independent Director, or to any
individual director or directors to whom the communication is directed, as appropriate. Notwithstanding the
above, the General Counsel has the authority to discard or disregard any communication that is unduly hostile,
threatening, illegal or otherwise inappropriate or to take any other appropriate actions with respect to such
communications.

In addition, any person, whether or not an employee, who has a concern regarding the conduct of the Company
or our employees, including with respect to our accounting, internal accounting controls or auditing issues, may,
in a confidential or anonymous manner, communicate that concern in writing by addressing a letter to the
Chairman of the Audit Committee, c/o Corporate Secretary, at our corporate headquarters address, which is 55
Hudson Yards, 15th Floor, New York, New York 10001, or electronically, at our corporate website,
www.marketaxess.com under the heading Investor Relations Corporate Governance, by clicking the Confidential
Ethics Web Form link.

Director compensation

For 2021, our Compensation Committee retained the services of Grahall, LLC (Grahall) as its independent
compensation consultant for purposes of advising on non-employee director compensation. Grahall reports
directly to the Compensation Committee and prepares an annual review of director compensation for the
Compensation Committee. The Compensation Committee then submits any proposed changes in pay level or
program structure of our non-employee director compensation to the full Board for its consideration, and if
appropriate, approval.

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

Grahall reviews and recommends compensation structure and adjustments based on the board compensation
of the following:

• Proxy peer group (see Compensation discussion and analysis How we determine pay levels Peer group);

•

ISS peer group (updated by ISS annually); and

Industry data sources, including the National Association of Corporate Directors.

All directors, other than Mr. McVey and Mr. Concannon, are non-employee and independent directors.
Mr. McVey and Mr. Concannon receive no additional compensation for service as a director.

In 2021, (i) the value of the Board member equity retainer was increased from $120,000 to $140,000 per year, (ii)
the Lead Independent Director fee was increased from $45,000 to $50,000, per year; (iii) committee chair fees
(other than for audit) were increased to $20,000 per year; and (iv) committee member fees (other than for audit)
were increased to $10,000 per year, in each case, as recommended by Grahall. The changes were effective as of
July 1, 2021. The changes were made to better align director compensation with the above-referenced market
data provided by Grahall.

A summary of the structure of our director pay program that is in effect as of July 2021 is as follows:

Director Compensation Pay Structure - Effective July 2021

Board Cash
Retainer

Cash Committee
Chair / LID Fee 1

Cash Committee
Membership Fee 1

Annual Retainer - All
Audit Committee
Compensation / Talent Committee
Governance / Nominating Committee
Finance Committee
Risk Committee
Lead Independent Director2

85,000
-
-
-
-
-
-

$
$
$
$
$
$

-
25,000
20,000
20,000
20,000
20,000
25,000

$
$
$
$
$

-
12,500
10,000
10,000
10,000
10,000
-

(1) Committee members serving as chair do not also receive a membership fee.

(2) The Lead Independent Director may choose to receive the retainer in cash or a combination of cash and equity.

Board
Equity
Retainer
$ 140,000
-
-
-
-
-
25,000

In August 2021, we granted 300 shares of restricted stock or restricted stock units (RSUs) to each non-employee
director except for Mr. Li, who was granted a prorated amount of 271 RSUs in August 2021 after joining the
Board in July 2021. Mr. Casper, as Lead Director, received 53 additional shares of restricted stock, equating to
half of his Lead Independent Director Fee. All shares are scheduled to vest on the date of the next annual
stockholders meeting. The number of shares of restricted stock or RSUs granted was determined on the grant
date by dividing the equity grant value of $140,000 (or $126,575 for Mr. Li) by the average of the closing price of
our Common Stock for the ten trading days up to and including the grant date. We expect to continue to
compensate our non-employee directors with a combination of cash and equity awards. All equity awards to
non-employee directors are made under the Companys 2020 Equity Incentive Plan.

2022 Proxy Statement

Below is a summary of the amount and form of actual compensation received by each non-employee director in
2021:

CORPORATE GOVERNANCE AND BOARD MATTERS

Name

Stephen P. Casper
Nancy Altobello
Steven L. Begleiter
Jane Chwick
William F. Cruger
Kourtney Gibson
Justin Gmelich
Richard Ketchum
Xiaojia Charles Li
Emily Portney
Richard Prager
John Steinhardt

Director Compensation for Fiscal 2021

Fees Earned or
Paid in Cash 1

Stock
Awards 2,4

All Other
Compensation 3

(S)
117,500
118,750
110,948
113,750
121,250
102,953
102,651
93,750
39,728
93,750
108,255
45,337

(S)
167,735
142,551
142,551
142,551
142,551
142,551
142,551
142,551
128,771
142,551
142,551
0

(S)
713
0
0
5,557
600
527
0
600
0
600
600
600

Total

(S)
285,948
261,301
253,499
261,858
264,401
246,031
245,202
236,901
168,499
236,901
251,406
45,936

(1) The amounts represent Board, Committee, Committee Chair and Lead Independent Director cash retainers earned in 2021. For Messrs.
Li and Steinhardt, the amounts represent Board retainers earned for the portion of the year that each director served on the Board. Mr.
Li joined the Board in July 2021. Mr. Steinhardt left the Board following the 2021 Annual Meeting in June 2021.

(2) The amounts represent the aggregate grant date fair value of stock awards granted by the Company in 2021, computed in accordance
with FASB ASC Topic 718. For further information on how we account for stock-based compensation, see Note 11 to the consolidated
financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2021. Mr. Li received a
prorated number of 271 RSUs based on his length of service in 2021.

(3) Represents accrued dividends paid on restricted stock or RSUs, as applicable.

(4) The table below sets forth information regarding the aggregate number of unvested stock awards outstanding at the end of fiscal year
2021 for each non-employee director, including unvested stock awards granted in fiscal year 2021 and, in relation to Messrs. Begleiter,
Cruger, and Gmelich and Ms. Altobello, RSUs for which the director previously elected to defer receipt. There are no stock option
awards granted to directors in fiscal year 2021 and no stock options outstanding at fiscal year end.

Equity Awards Outstanding

Name

Stephen P. Casper
Nancy Altobello
Steven L. Begleiter
Jane Chwick
William F. Cruger
Kourtney Gibson
Justin Gmelich
Richard Ketchum
Xiaojia Charles Li
Emily Portney
Richard Prager
John Steinhardt

Aggregate Number of Stock Awards Outstanding at
Fiscal Year End
353
538
1,056
300
1,272
300
538
300
271
300
300
0

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

Share ownership & holding guidelines

To keep the interests of non-employee directors and stockholders aligned, the Board of Directors has adopted
stock ownership guidelines for our non-employee directors. Non-employee directors are required to hold not
less than the number of shares of Common Stock equal in value to five times the annual cash retainer payable to
a director, or $425,000. The holding requirement must be achieved within five years after the director has
become a Board member and maintained throughout the non-employee directors service with the Company. All
shares of Common Stock beneficially owned by the director, including shares purchased and held personally,
vested and unvested restricted shares, vested and unvested restricted stock units, settled performance shares,
and shares deferred under a non-qualified deferred compensation arrangement, count toward the minimum
ownership requirement. Vested and unvested stock options and unearned performance shares are excluded.

In addition to the ownership guidelines, all non-employee directors must hold all shares granted for service for a
minimum of five years from the date of grant. Directors are also required, for a period of six months following
his or her departure from the Board, to comply with the Companys Insider Trading Policy that, among other
things, prohibits trading in the Companys securities during specified blackout periods.

As of April 1, 2022, the holding requirement was equal to 1,004 shares, calculated using a price of $423.21 per
share, which was the average of the daily closing price of our Common Stock for the twelve-month period ended
on March 31, 2022. All of our non-employee directors have either achieved the designated level of ownership or
are in the five-year period following their appointment or election to the Board during which they are expected
to achieve compliance:

Name

Stephen P. Casper
Nancy Altobello
Steven L. Begleiter
Jane Chwick
William F. Cruger
Kourtney Gibson
Justin Gmelich
Richard Ketchum
Xiaojia Charles Li
Emily Portney
Richard Prager

Directors' Stock Ownership

Appointed

April 2004
April 2019
April 2012
October 2013
November 2013
July 2020
October 2019
April 2017
July 2021
October 2017
July 2019

Requirement
(multiple of cash
retainer)
5.0x
5.0x
5.0x
5.0x
5.0x
5.0x
5.0x
5.0x
5.0x
5.0x
5.0x

Current Holdings
(multiple of cash
retainer)
267.7x
4.5x
45.0x
30.8x
30.7x
2.5x
3.7x
10.3x
1.4x
9.0x
9.1x

Our equity plan provides for the accrual of dividends (or dividend equivalents) on unvested shares. However,
dividends are not paid and are subject to forfeiture until all restrictions on the shares have lapsed.

We do not provide any retirement benefits or other perquisites to our non-employee directors.

2022 Proxy Statement

CORPORATE GOVERNANCE AND BOARD MATTERS

Certain relationships and related person transactions

Related person transactions

Our related persons include our directors, director nominees, executive officers, holders of more than five
percent of the outstanding shares of our Common Stock and the foregoing persons immediate family members.
We review relationships and transactions in which the Company and our related parties are or will be
participants to determine whether such related persons have a direct or indirect material interest. As required
under SEC rules, related person transactions that involve in excess of $120,000 and are determined to be directly
or indirectly material to a related person are disclosed in this Proxy Statement. In addition, the Audit Committee
reviews and, if appropriate, approves or ratifies any related person transaction that is required to be disclosed.

Since January 1, 2021, there has not been, nor is there currently proposed, any related person transaction in
which the Company was a participant, the amount involved exceeded or will exceed $120,000 and in which any
related person had or will have a direct or indirect material interest.

Other transactions

Although not considered related person transactions that are required to be disclosed under SEC rules, each of
the 5% stockholders that are listed under Security ownership of certain beneficial owners and management or
their affiliated entities is a party to a user agreement, dealer agreement or data agreement that governs their
access to, and activity on, our electronic trading platforms and access to our data products.

In addition, certain entities for which some of our directors serve as employees or officers have entered into
transactions with the company, including user agreements, dealer agreements and data agreements that govern
their access to, and activity on, our electronic trading platforms and access to our data products. Each of these
agreements were entered into in the ordinary course of business and, subject to our usual trade terms, provide
for the fees and expenses to be paid by such entities for the use of the platform or access to data. For example,
in May 2021, we launched the Diversity Dealer Initiative, a series of technology enhancements that enable
leading buy-side institutions and minority-, women- and veteran-owned broker dealers to more easily trade with
one another on our platforms. One of our directors, Kourtney Gibson, serves as the President of Loop Capital
Markets LLC, a minority-owned broker dealer that is a participating Diversity Dealer in the program. While these
transactions are not considered related person transactions that are required to be disclosed under SEC rules,
our Audit Committee reviews and approves such transactions on an annual basis.

2022 Proxy Statement

ENVIRONMENTAL, SOCIAL AND GOVERNANCE
STRATEGY AND INITIATIVES

We are focused on growing our business sustainably by delivering long-term value for our customers, suppliers,
stockholders, employees and the communities where we live and work. At MarketAxess, we think of our
environmental, social and governance (ESG) strategy as one that encompasses both corporate and commercial
objectives. We aim to operate the Company responsibly while managing risks and using our resources wisely. As
further described in the Companys 2021 ESG Report, MarketAxess demonstrated its ESG commitment in 2021
by completing its first ESG non-financial materiality and prioritization assessment and continuing our efforts to
implement our effective diversity, equity and inclusion and human capital management strategies. The report
also details other topics identified by the assessment, including customer privacy, data security, ethical conduct
of business and employee health and wellbeing. Our 2021 ESG Report, including the results of the non-financial
ESG materiality and prioritization assessment, can be accessed in the Investor Relations Corporate Governance
section of our website, but is not, and will not be deemed to be, a part of this Proxy Statement or incorporated
by reference into any of our filings with the SEC.

Board and management oversight of ESG matters

The Companys ESG strategy and initiatives are generally overseen by the Boards Nominating and Corporate
Governance Committee. In addition, other Board committees have oversight of specific topics that fall within
our ESG umbrella. For example, the Compensation Committee oversees the Companys efforts with respect to
diversity, equity and inclusion and the Risk Committee oversees the Companys cybersecurity policies and
procedures. Our President & COO and General Counsel & Corporate Secretary share management oversight
over our ESG strategy and initiatives.

During 2021, the Nominating and Governance Committee received presentations from management and
discussed our ESG strategy, including the non-financial materiality and prioritization assessment. The results of
this assessment are discussed in our 2021 ESG Report, which can be accessed in the Investor Relations
Corporate Governance section of our website.

Carbon footprint

We support the Paris Agreement Under the United Nations Framework Convention on Climate Change. Part of
our support is developing an understanding of how our Companys operations contribute to global carbon
emissions. For that reason, in January 2022, we began measuring our Scope 1, 2 and some of our 3 emissions
and, once measured, we plan to put measurable environmental goals in place. More information can be found in
our 2021 ESG Report, which can be accessed in the Investor Relations Corporate Governance section of our
website.

Commercial ESG initiatives

In 2021, we launched the Diversity Dealer Initiative (DDI) to enable buy side firms to trade more easily with
minority-, women- and veteran-owned broker-dealers, while still achieving best execution. The DDI leverages our
anonymous all-to-all Open Trading marketplace and provides enhanced trading connections by allowing
institutional investor clients to select a diversity dealer to intermediate an Open Trading transaction.

2022 Proxy Statement

ENVIORNMENTAL, SOCIAL AND GOVERNANCE STRATEGY AND INITIATIVES

In addition, in 2019 we launched our Trading for Trees program, under which five trees are planted by One
Tree Planted, our partner charitable organization, for every $1 million of green bond trades executed on our
platforms.

Green bonds are fixed income instruments designed to fund projects that have positive environmental and/or
climate benefits. In 2021, $51.1 billion in corporate and municipal green bond trading volume was executed
globally on the MarketAxess platforms, an increase of 89.3% from 2020. In the U.S., where public data is
available, MarketAxess ranks as the largest municipal and corporate green bond marketplace with an estimated
market share of 20.9% in municipal and TRACE-reported corporate green bond volume.

The third year of our Trading for Trees initiative proved successful. Our clients green bond trading on the
MarketAxess platform resulted in over 255,000 trees being planted across six countries, including India, Côte
dIvoire, Rwanda, and Canada. The impact of our projects was focused on wildfire restoration and enhanced
biodiversity, and provided local communities with resources to fight hunger and climate change.

2022 Proxy Statement

PROPOSAL 2 RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

The Audit Committee of our Board has appointed PricewaterhouseCoopers LLP (PwC) as our independent
registered public accounting firm to audit our consolidated financial statements for the year ending
December 31, 2022 and to audit the Companys internal control over financial reporting as of December 31,
2022, and the Board is asking stockholders to ratify that selection. PwC has audited our consolidated financial
statements each year since our formation in 2000. The Audit Committee periodically considers whether there
should be a rotation of independent registered public accounting firms and the Audit Committee currently
believes that the continued retention of PwC is in the best interests of the Company and our stockholders.
Although current law, rules and regulations, as well as the charter of the Audit Committee, require our
independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee,
the Board considers the selection of our independent registered public accounting firm to be an important
matter of stockholder concern and considers a proposal for stockholders to ratify such selection to be an
important opportunity for stockholders to provide direct feedback to the Board on an important issue of
corporate governance. In the event that stockholders fail to ratify the appointment, the Audit Committee will
reconsider whether or not to retain PwC, but may ultimately determine to retain PwC as our independent
registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its sole discretion,
may direct the appointment of a different independent registered public accounting firm at any time during the
year if the Audit Committee determines that such a change would be in the best interests of the Company and
its stockholders.

In 2011, the Company, in the ordinary course of its business, entered into a bulk data agreement with PwC for
the purpose of supporting valuation conclusions reached by PwC in the normal course of PwCs audit and other
work for its clients, which has been amended from time to time. Pursuant to the agreement, the Company
provides bond pricing data to PwC on terms consistent with the terms of similar data sales agreements entered
into by the Company. The aggregate annual revenue to the Company from the data agreement is $295,000. On
an annual basis, the Audit Committee evaluates the effect of such agreement on the independence of PwC and
has concurred with the opinion of the Companys management and PwC that the arrangement constitutes an
arms-length transaction that would not affect PwCs independence.

Representatives of PwC will be present at our Annual Meeting, will have the opportunity to make a statement if
they desire to do so, and will be available to respond to appropriate questions from stockholders.

Your vote

Unless proxy cards are otherwise marked, the persons named as proxies will vote FOR the ratification of PwC as
the Companys independent registered public accounting firm for the year ending December 31, 2022. Approval
of this proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock having
voting power present in person or represented by proxy. Abstentions will have the same effect as a vote
AGAINST this proposal. Brokers have discretionary authority to vote on Proposal 2 and, therefore, there will be
no broker non-votes on Proposal 2.

BOARD RECOMMENDATION
The board unanimously recommends that you vote FOR ratification of PwC
as the Companys independent registered public accounting firm for the year
ending December 31, 2022.

2022 Proxy Statement

PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Audit and other fees

The aggregate fees billed by our independent registered public accounting firm for professional services
rendered in connection with the audit of our annual financial statements set forth in our Annual Report on Form
10-K for the years ended December 31, 2021 and 2020 and the audit of our broker-dealer subsidiaries annual
financial statements, as well as fees paid to PwC for tax compliance and planning, if any, and other services, are
set forth below.

Except as set forth in the following sentence, the Audit Committee, or a designated member thereof, pre-
approves 100% of all audit, audit-related, tax and other services rendered by PwC to the Company or its
subsidiaries. The Audit Committee has authorized the CEO and the CFO to purchase permitted non-audit
services rendered by PwC to the Company or its subsidiaries up to, and including, a limit of $10,000 per service
and an annual aggregate limit of $20,000 for all such services.

Immediately following the completion of each fiscal year, the Companys independent registered public
accounting firm submits to the Audit Committee (and the Audit Committee requests from the independent
registered public accounting firm), as soon as possible, the written disclosures and the letter required by the
applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the
independent registered public accounting firms communications with the Audit Committee concerning
independence.

Immediately following the completion of each fiscal year, the independent registered public accounting firm also
submits to the Audit Committee (and the Audit Committee requests from the independent registered public
accounting firm), a formal written statement of the fees billed by the independent registered public accounting
firm to the Company in each of the last two fiscal years for each of the following categories of services rendered
by the independent registered public accounting firm: (i) the audit of the Companys annual financial statements
and the reviews of the financial statements included in the Companys Quarterly Reports on Form 10-Q or
services that are normally provided by the independent registered public accounting firm in connection with
statutory and regulatory filings or engagements; (ii) assurance and related services not included in clause (i) that
are reasonably related to the performance of the audit or review of the Companys financial statements, in the
aggregate and by each service; (iii) tax compliance, tax advice and tax planning services, in the aggregate and by
each service; and (iv) all other products and services rendered by the independent registered public accounting
firm, in the aggregate and by each service.

Set forth below is information regarding fees paid by the Company to PwC during the fiscal years ended
December 31, 2021 and 2020.

Fee Category
Audit Fees(1)
All Other Fees(2)

Total

2021

2020

2,690,747
1,720
2,692,467

2,765,478
4,460
2,769,938

(1) The aggregate fees incurred include amounts for the audit of the Companys consolidated financial statements (including fees for
the audit of our internal control over financial reporting), the audit of our broker-dealer subsidiaries annual financial statements
and the audits of our foreign subsidiaries annual statutory financial statements.

(2) Other Fees are comprised of annual subscription fees for accounting related research and service fees related to XBRL conversion

services.

2022 Proxy Statement

REPORT OF THE AUDIT COMMITTEE OF THE BOARD
OF DIRECTORS

The Audit Committee currently consists of Ms. Altobello (Chair), Mr. Cruger, Ms. Gibson and Mr. Gmelich. Each
member of the Audit Committee is independent, as independence is defined for purposes of Audit Committee
membership by the listing standards of NASDAQ and the applicable rules and regulations of the SEC.

The Audit Committee appoints our independent registered public accounting firm, reviews the plan for and the
results of the independent audit, approves the fees of our independent registered public accounting firm,
reviews with management and the independent registered public accounting firm our quarterly and annual
financial statements and our internal accounting, financial and disclosure controls, reviews and approves
transactions between the Company and its officers, directors and affiliates, and performs other duties and
responsibilities as set forth in a charter approved by the Board of Directors.

During fiscal year 2021, the Audit Committee met five times. The Companys senior financial management and
independent registered public accounting firm were in attendance at such meetings. Following each quarterly
meeting during 2021, the Audit Committee conducted a private session with the independent registered public
accounting firm, without the presence of management. The Audit Committee also had one joint meeting with the
Risk Committee during 2021.

The management of the Company is responsible for the preparation and integrity of the financial reporting
information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on the
Companys senior management, including particularly its senior financial management, to prepare financial
statements with integrity and objectivity and in accordance with generally accepted accounting principles, and
relies upon the Companys independent registered public accounting firm to review or audit, as applicable, such
financial statements in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB).

We have reviewed and discussed with senior management the Companys audited financial statements for the
year ended December 31, 2021 which are included in the Companys 2021 Annual Report on Form 10-K.
Management has confirmed to us that such financial statements (i) have been prepared with integrity and
objectivity and are the responsibility of management and (ii) have been prepared in conformity with generally
accepted accounting principles.

In discharging our oversight responsibility as to the audit process, we have discussed with PwC, the Companys
independent registered public accounting firm, the matters required to be discussed by the applicable
requirements of the PCAOB and the SEC.

We have received the written disclosures and the letter from PwC concerning their communications with us
concerning independence, as required by applicable requirements of the PCAOB, and we have discussed with
PwC their independence.

Based upon the foregoing review and discussions with our independent registered public accounting firm and
senior management of the Company, we recommended to our Board that the financial statements prepared by
the Companys management and audited by its independent registered public accounting firm be included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2021, that was filed with the SEC.

Submitted by the Audit Committee of the
Board of Directors:

Nancy Altobello Chair
William F. Cruger
Kourtney Gibson
Justin G. Gmelich

2022 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Companys Common
Stock as of April 11, 2022 by (i) each person or group of persons known by us to beneficially own more than five
percent of our Common Stock, (ii) each of our named executive officers (NEOs), (iii) each of our directors and
nominees for director and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of Common Stock issuable within 60 days of April 11, 2022 upon the
exercise of all options and other rights beneficially owned by the indicated stockholders on that date. Beneficial
ownership is determined in accordance with Rule 13d-3 promulgated under Section 13 of the Exchange Act and
includes voting and investment power with respect to shares. The percentage of beneficial ownership is based
on 37,451,233 shares of Common Stock outstanding at the close of business on April 11, 2022. Except as
otherwise noted below, each person or entity named in the following table has sole voting and investment
power with respect to all shares of our Common Stock that such person or entity beneficially owns.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o MarketAxess Holdings Inc.,
55 Hudson Yards, 15th Floor, New York, New York 10001.

5% Stockholders

The Vanguard Group 1
T. Rowe Price Associates, Inc. 2
BlackRock, Inc. 3
NEOs and Directors

Richard M. McVey 4
Nancy Altobello 5
Steven Begleiter 6
Stephen P. Casper 7
Jane Chwick 8
Christopher Concannon 9
William F. Cruger 10
Kourtney Gibson 11
Justin Gmelich 12
Richard G. Ketchum 13
Xiaojia Charles Li 14
Emily H. Portney 15
Richard Prager 16
Antonio L. DeLise 17
Christopher N. Gerosa 18
Kevin McPherson 19
Naineshkumar Shantilal Panchal 20
Scott Pintoff 21
Christophe Roupie 22
Nicholas Themelis 23
All Executive Officers and Directors as a Group (18 persons) 24

Less than 1%.

Number of
Shares
Beneficially
Owned

4,159,090
3,668,968
3,563,993

528,929
668
8,285
53,761
6,177
35,668
5,192
509
508
2,060
271
1,797
1,826
8,482
802
69,232
—
4,661
5,815
5,355
726,161

Percentage
of Stock
Owned

11.11%
9.80%
9.52%

1.41%
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
1.94%

(1)

Information regarding the number of shares beneficially owned by The Vanguard Group was obtained from a Schedule 13G filed by The
Vanguard Group with the SEC on February 10, 2022. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA
19355.

2022 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(2)

(3)

Information regarding the number of shares beneficially owned by T. Rowe Price Associates, Inc. was obtained from a Schedule 13G filed by T.
Rowe Price Associates, Inc. with the SEC on February 14, 2022. The principal business address of T. Rowe Price Associates, Inc. is 100 E. Pratt
Street, Baltimore, MD 21202.

Information regarding the number of shares beneficially owned by BlackRock, Inc. was obtained from a Schedule 13G filed by BlackRock, Inc. with
the SEC on February 3, 2022. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(4) Consists of (i) 440,273 shares of Common Stock owned individually; (ii) 2,000 shares of Common Stock owned by immediate family members;

(iii) 37,742 shares of unvested restricted stock; and (iv) 48,914 shares of Common Stock issuable pursuant to stock options granted to Mr. McVey
that are or become exercisable within 60 days. Does not include (i) 163,673 shares of Common Stock issuable pursuant to stock options that are
not exercisable within 60 days; (ii) 4,150 unvested restricted stock units; (iii) 223,066 deferred restricted stock units or (iv) 12,531 performance
shares and performance stock units.

(5) Consists of (i) 368 shares of Common Stock owned individually; and (ii) 300 unvested restricted stock units that vest within 60 days. Does not

include (i) 238 deferred restricted stock units.

(6) Consists of (i) 7,985 shares of Common Stock owned individually; and (ii) 300 unvested restricted stock units that vest within 60 days. Does not

include 756 deferred restricted stock units.

(7) Consists of (i) 8,600 shares of Common Stock owned individually; (ii) 44,808 shares of Common Stock held indirectly in a trust for which Mr.

Caspers spouse is the trustee; and (iii) 353 unvested restricted stock awards that vest within 60 days.

(8) Consists of (i) 5,877 shares of Common Stock owned individually; and (ii) 300 unvested restricted stock awards that vest within 60 days.

(9) Consists of (i) 15,273 shares of Common Stock owned individually; (ii) 18,914 shares of unvested restricted stock; and (iii) 1,481 shares of

Common Stock issuable pursuant to stock options granted to Mr. Concannon that are or become exercisable within 60 days. Does not include
(i) 86,008 shares of Common Stock issuable pursuant to stock options that are not exercisable within 60 days; (ii) 3,568 unvested restricted stock
units or (iii) 8,953 performance shares and performance stock units.

(10) Consists of (i) 4,892 shares of Common Stock owned individually; and (ii) 300 unvested restricted stock awards that vest within 60 days. Does not

include 972 deferred restricted stock units.

(11) Consists of (i) 209 shares of Common Stock owned individually; and (ii) 300 unvested restricted stock awards that vest within 60 days.

(12) Consists of (i) 208 shares of Common Stock owned individually; and (ii) 300 unvested restricted stock units that vest within 60 days. Does not

include (i) 238 deferred restricted stock units.

(13) Consists of (i) 1,760 shares of Common Stock owned individually; and (ii) 300 unvested restricted stock awards that vest within 60 days.

(14) Consists of 271 unvested restricted stock units that vest within 60 days.

(15) Consists of (i) 1,497 shares of Common Stock owned individually; and (ii) 300 unvested restricted stock awards that vest within 60 days.

(16) Consists of (i) 849 shares of Common Stock owned individually; (ii) 677 shares of Common Stock beneficially owned by Mr. Prager by trust; and

(iii) 300 unvested restricted stock awards that vest within 60 days.

(17) Consists of (i) 8,482 shares of Common Stock owned individually. Does not include (i) 2,251 unvested restricted stock units; (ii) 16,260 deferred

restricted stock units or (iii) 3,125 performance shares and performance stock units.

(18) Consists of (i) 722 shares of Common Stock owned individually; and (ii) 80 shares of unvested restricted stock. Does not include (i) 2,455 shares of
Common Stock issuable pursuant to stock options that are not exercisable within 60 days; (ii) 1,073 unvested restricted stock units or (ii) 1,381
performance stock units.

(19) Consists of (i) 69,232 shares of Common Stock owned individually. Does not include (i) 3,032 unvested restricted stock units or (ii) 4,014

performance shares and performance stock units.

(20) Does not include (i) 5,821 unvested restricted stock units; or (ii) 3,986 performance shares and performance stock units.

(21) Consists of (i) 4,661 shares of Common Stock owned individually. Does not include (i) 1,658 unvested restricted stock units or (ii) 2,316

performance shares and performance stock units.

(22) Consists of (i) 5,374 shares of Common Stock owned individually; and (ii) 441 shares of unvested restricted stock. Does not include (i) 1,243

unvested restricted stock units or (ii) 2,128 performance shares and performance stock units.

(23) Consists of (i) 5,355 shares of Common Stock owned individually. Does not include (i) 3,189 unvested restricted stock units or (ii) 4,355

performance shares and performance stock units.

(24) Consists of (i) 615,265 shares of Common Stock owned individually; (ii) 57,177 shares of unvested restricted stock; (iii) 3,324 shares of restricted

stock units that vest or deliver within 60 days; and (iv) 50,395 shares of Common Stock issuable pursuant to stock options that are or become
exercisable within 60 days. Does not include (i) 252,136 shares of Common Stock issuable pursuant to stock options that are not exercisable
within 60 days; (ii) 20,545 restricted stock units that are unvested; (iii) 225,270 deferred restricted stock units or (iv) 35,309 performance shares
and performance stock units.

2022 Proxy Statement

EXECUTIVE OFFICERS

Set forth below is information concerning our executive officers as of the date hereof.

Name
Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa
Kevin McPherson
Naineshkumar Shantilal Panchal
Scott Pintoff
Christophe Roupie

Age
62
54
46
51
50
51
56

Position
Chief Executive Officer and Chairman of the Board of Directors
President, Chief Operating Officer and Director
Chief Financial Officer
Global Head of Sales
Chief Information Officer
General Counsel and Corporate Secretary
Head of EMEA and APAC

Richard M. McVey has been CEO and Chairman since our inception. See Proposal 1 Election of Directors
Director information for a discussion of Mr. McVeys business experience.

Christopher R. Concannon has been President & COO, and a member of the Board of Directors, since January
2019. See Proposal 1 Election of Directors Director information for a discussion of Mr. Concannons business
experience.

Christopher N. Gerosa has been CFO since August 2021. Prior to his current role, Mr. Gerosa was Head of
Accounting and Finance of the Company from April 2015 to August 2021, with global responsibility for
accounting, tax, treasury management and financial planning and analysis functions. Prior to joining the
Company, Mr. Gerosa was Chief Financial Officer of Primus Guaranty, Ltd. (Primus) from 2010 to 2014 and
Corporate Treasurer from April 2007 to 2014. Prior to these roles, Mr. Gerosa held the position of Corporate
Controller and served as the Director of Investor Relations of Primus. Mr. Gerosa joined Primus in 2003 and was
an integral part of taking Primus public in 2004. Before joining Primus, he worked in the product controller areas
of Deutsche Bank and Goldman Sachs. Mr. Gerosa began his professional career at Arthur Andersen. He served
as a U.S. Army National Guard Infantry Officer after receiving his B.B.A. from the University of Notre Dame.

Kevin McPherson has been Global Head of Sales since June 2014. From January 2008 to June 2014, Mr.
McPherson was the Companys U.S. Sales Manager. From March 1999 to December 2007, Mr. McPherson was a
Sales Representative for the Company, running the Companys West Coast sales and distribution effort. From
June 1996 to March 1999, Mr. McPherson worked within the Emerging Markets Fixed Income Group of Scudder
Stevens & Clark, where he traded emerging market fixed income securities and supported portfolio
administration. Mr. McPherson began his career at State Street Bank & Trust, where he worked from June 1994
to June 1996 as an accountant and auditor for fixed income and equities portfolios. Mr. McPherson received a
B.A. in business administration from the University of Maine.

Naineshkumar Shantilal Panchal has been Chief Information Officer since March 2022. Prior to his current role,
Mr. Panchal served as a Managing Director of Goldman Sachs Asset Management Technology from November
2014 to February 2022. In that role, he served in various capacities, including a Global Co-Head of Technology,
Asset Management Division from 2020 to 2021, Global Head of Goldman Sachs Asset Management Portfolio
Management and Trading Technology from 2019 to 2020, Global Co-Head of Goldman Sachs Asset Management
Portfolio Management and Trading Technology from 2018 to 2019 and Global Head of Fixed Income and Sales
Technology, Asset Management Division from 2014 to 2018. Prior to this role, he was a Managing Director,
Technology of Goldman Sachs Securities Division, serving in various capacities from 1996 to 2014. Mr. Panchal
began his career as a Consultant, Financial Services at Andersen Consulting prior to his tenure at Goldman
Sachs. He holds a B.A. and an M.A., each in Computer Science, from Cambridge University.

2022 Proxy Statement

EXECUTIVE OFFICERS

Scott Pintoff has been General Counsel and Corporate Secretary since February 2014. Prior to joining us, Mr.
Pintoff was General Counsel and Corporate Secretary at GFI Group, a position he held since 2003. At GFI, Mr.
Pintoff was responsible for all legal, regulatory and compliance matters, including their IPO, all acquisitions and
implementation of the Dodd-Frank Act. Mr. Pintoff joined GFI Group in 2000 as Associate General Counsel. Prior
to GFI, Mr. Pintoff was at Dewey Ballantine LLP from 1996 to 2000 within the mergers and acquisitions group. Mr.
Pintoff received a B.A. (Honors) from Wesleyan University and a J.D. from the New York University School of Law.

Christophe Roupie has been Head of EMEA and APAC since May 2020. From March 2017 through May 2020, Mr.
Roupie was the Companys Head of Europe and Asia. Prior to joining us, from October 2015 until October 2016,
Mr. Roupie was the CEO of HiRock AG, a family office in Switzerland. From May 2005 to October 2015, Mr.
Roupie was Global Head of Trading and Securities Financing at AXA Investment Managers. While at AXA
Investment Managers, he managed trading teams in Paris, London, Hong Kong and Greenwich, Connecticut
across equities, fixed income, FX, derivatives, repo and stock lending. Prior to this, Mr. Roupie was the Global
Head of Fixed Income Trading at IXIS AM (now Natixis Asset Management) from October 2000 to March 2005.

2022 Proxy Statement

A LETTER FROM OUR COMPENSATION AND
TALENT COMMITTEE

Dear Fellow Stockholders,

As members of MarketAxess Compensation and Talent Committee (the Compensation Committee), we
endeavor to create an executive compensation program that is performance-based, directly correlated with
business and financial results, and designed to attract, reward and retain high caliber executives.

As detailed in the Compensation Discussion and Analysis, in 2021, the Company made significant strides in
executing against its long-term growth strategy against a challenging market backdrop. Credit spreads and
credit spread volatility were at historically low levels throughout most of 2021, adversely impacting the
Companys financial results relative to record levels achieved in 2020. Because of difficult market conditions for
credit trading, our 2021 results were below our budget and the compensation of our employees, including the
NEOs, fell as a result.

In 2021, we received strong positive feedback from stockholders on our compensation program. The 2021 say-
on-pay proposal received 96.2% support, and subsequent stockholder engagement in late 2021 and early 2022,
has generally been positive. The Compensation Committee seeks to include the input of our stockholders in the
regular evaluation of our programs and welcomes continued stockholder feedback regarding our executive
compensation practices. The Companys management reached out to stockholders who collectively represented
over 65% of our outstanding common stock and had conversations with 6 stockholders who requested
engagement representing approximately 25% percent of our outstanding common stock. The feedback from our
stockholders, including the welcomed evolution of our executive compensation programs over the last few
years, was conveyed to our Compensation Committee. We remain determined to understand your perspectives
and committed to considering constructive changes in response to your feedback.

Our compensation program is designed to reward the short-term and long-term success of the Company. 2021
NEO cash incentives were tied to both 2021 Adjusted Operating Income and the executives individual
performance, including contributions to the Companys growth strategy. 2021 equity incentives, granted in
January 2022, were comprised 50% of performance stock units, which measure a combination of market share,
revenue growth, and operating margin, over a subsequent three-year performance period.

Our Compensation Committee is and will remain committed to the ongoing evaluation and improvement of our
executive compensation program. We look forward to continuing the dialogue and encourage you to reach out
with any questions or concerns related to our program before making your voting decision. Thank you for your
investment in MarketAxess.

Submitted by the Compensation and
Talent Committee of the Board of
Directors:

Richard L. Prager Chair
Nancy Altobello
Kourtney Gibson

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) describes the Companys executive compensation program
and provides an overview of the Companys pay for performance methodology and compensation decisions for
the following NEOs:

Chief Executive Officer and Chairman of the Board of Directors

Name
Richard M. McVey
Christopher R. Concannon President and Chief Operating Officer
Christopher N. Gerosa
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

Chief Financial Officer
Global Head of Sales
Former Global Head of Corporate Development and Former Chief Financial Officer
Former Chief Information Officer

Title

Effective August 1, 2021, Mr. Gerosa succeeded Mr. DeLise as the Companys CFO. Mr. DeLise is a NEO for 2021
because he was the CFO of the Company for a portion of the year. Effective March 1, 2022, Mr. Panchal
succeeded Mr. Themelis as Chief Information Officer. Mr. Themelis is a NEO for 2021 because Mr. Themelis was
one of the Companys three most highly compensated executive officers as of December 31, 2021. Both Mr.
DeLise and Mr. Themelis have retired from their respective positions as of the date of this Proxy Statement. See
Executive compensation Employment agreements and severance arrangements with our Named Executive Officers.

We have not made any changes or adjustments to our executive compensation program as a result of the
Pandemic. Any consideration given to the impact of the Pandemic by the Compensation Committee in their
evaluation of a NEOs performance during 2021 is described below in 2021 compensation detail Annual Cash
Incentives 2021 Individual Performance.

Responding to stockholders; evolving pay practices

Say-on-Pay support & 2021 stockholder engagement

Our annual say-on-pay vote (Say-on-Pay) is one of our opportunities to receive feedback from stockholders
regarding our executive compensation program. At the 2021 Annual Meeting, approximately 96.2% of the votes
cast approved the Say-on-Pay proposal, an increase from 93.7% and 73% in 2020 and 2019, respectively. Since
2019, management and the Board have conducted annual outreach with our stockholders to better understand
investors perspectives on our compensation program and incorporate their feedback. Following the 2021
Annual Meeting, we continued this dialogue by reaching out to stockholders who collectively represented over
65% of our outstanding common stock and had conversations with six stockholders who requested engagement
representing more than 25% percent of our outstanding common stock. During our outreach, we discussed a
range of relevant topics with stockholders, including the evolution of our executive compensation programs, for
which we received consistently positive feedback.

With regard to non-compensation matters, the stockholders with whom we spoke welcomed the continued
refreshment of the Board, the publication of our second ESG Report, our decision to begin measuring the
Companys carbon emissions in 2022 and the success of our Trading-for-Trees and Diversity Dealer initiatives.

Stockholder feedback was relayed directly to the Board of Directors, including to relevant Board committees that
oversee various ESG Topics. See Environmental, social and governance strategy and initiatives Board and
management oversight of ESG matters for more information.

Compensation highlights

Below are key elements of our executive compensation program for performance year 2021:

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

• NEOs Annual Cash Incentive Compensation Program 50% of the NEOs annual cash incentive was tied to
the Companys adjusted operating income performance for the fiscal year based on the 2021 budget, and
50% was tied to the executives delivery against individual goals and strategic corporate objectives.

•

Annual Equity Award Performance Share Metrics the performance stock units granted in January 2022,
representing 50% of our NEOs annual equity award in relation to prior year performance, were awarded
with a three-year performance period based on a combination of market share, revenue growth and
operating margin metrics. Performance targets for years two and three are based off of the previous years
actual results.

Continued Committee Refreshment In July 2021, the Chair of the Compensation Committee was rotated to
Mr. Prager and Ms. Gibson joined the Compensation Committee. Following the 2021 compensation process,
Mr. Begleiter was rotated off the Compensation Committee.

Executive summary

MarketAxess 2021 performance overview

In 2021, the Company made significant strides in executing against its long-term growth strategy. In terms of our
core business, we maintained our strong leadership position in the U.S. credit institutional client e-trading space,
and we registered very strong growth in our international credit businesses, including Eurobonds and emerging
markets, reflecting the benefit of our global product diversification efforts. Open Trading continues to be a key
differentiator in terms of our liquidity offering, with approximately 1,700 counterparties driving significant
transaction cost savings for our clients. Beyond our core business, we made significant progress expanding our
growth cylinders. Our U.S. Treasury bond platform recorded a record $4.1 trillion of volume in 2021 and we
made key technology enhancements to enable investor clients to leverage our all-to-all Live Markets order book.
In municipal bonds, we integrated our acquisition of MuniBrokers, a central electronic trading venue serving
municipal bond inter-dealer brokers and dealers, in order to expand our existing municipal bond trading
solution. And on the data and post-trade side, we significantly enhanced our service offering, with the addition of
Regulatory Reporting Hub increasing combined post-trade and data revenue by 43% in 2021. We continued to
grow our total active client base to nearly 1,900 active clients, with approximately 1,000 clients trading three or
more products on our platform. These number of clients records enhance the network effect on our platforms.

We believe that the Company improved its strategic positioning in 2021 against a challenging market backdrop.
Credit spreads and credit spread volatility were at historically low levels throughout most of 2021, adversely
impacting our financial results relative to record levels achieved in 2020. Because of difficult market conditions
for credit trading, our 2021 results were below our budget and the compensation of our employees, including
the NEOs, fell as a result.

For reference, we have included compound annual growth rates (CAGR), where appropriate, for the key
performance metrics discussed below.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Key performance metrics

Our key performance metrics include:

Total Revenues:

Operating Income:

$689

$699

14%
CAGR

$511

$800

$600

$400

$393

$436

$200

$450

$300

$150

$375

$337

12%
CAGR

$251

$200

$213

2017

2018

2019

2020

2021

2017

2018

2019

2020

2021

A 32% increase in revenue in 2020, driven by a
significant increase in volatility during the year, made
for tough year-over-year comparisons in 2021, as
credit spreads and credit spread volatility decreased
significantly, and estimated U.S. credit market TRACE
volumes declined 7%. While market conditions were
more challenging in 2021, the Company reported a
record $699 million in revenue, the 13th consecutive
year of record revenue. Partially offsetting the weaker
U.S. credit environment was a strong performance in
our international growth cylinders, Eurobond trading
and emerging markets trading as well as higher post-
trade revenue with the acquisition of Regulatory
Reporting Hub, which closed at the end of 2020.
Furthermore, revenue growth over the combined
2020-2021 period grew at a CAGR of 17%, above our
5-year revenue growth rate, and in line with the long-
term revenue growth trajectory for the Company.

To capture the long-term growth opportunity for
stockholders in the global fixed-income market, the
Company is continuing to invest in new markets,
trading protocols and data and content. Given
challenging market conditions in 2021 and our
continued investments to drive future growth,
operating income declined 10% in 2021. Total
expenses in 2021 increased 15%, and included $24.0
million in costs related to the acquisition of
Regulatory Reporting Hub and MuniBrokers.
Excluding these strategic investments, total operating
expenses would have increased 7% year-over-year.
Furthermore, operating income growth over the
combined 2020-2021 period grew at a CAGR of 16%,
above our 5-year operating income growth rate, and
in line with long-term operating income growth
trajectory for the Company.

2022 Proxy Statement

Estimated U.S. Credit Market Share:

Closing Stock Prices as of December 31:

COMPENSATION DISCUSSION AND ANALYSIS

15.5%

16.6%

13.9%

19.5%

19.3%

30.0%

20.0%

10.0%

0.0%

$571

23%
CAGR

$379

$411

$202

$211

$750

$600

$450

$300

$150

2017

2018

2019

2020

2021

2017

2018

2019

2020

2021

In 2021, the Company maintained its strong
leadership position in the U.S. credit institutional e-
trading space. The institutional client segment is the
largest in the global credit markets and represents
the highest-quality order flow for banks and other
market makers. In 2021, approximately 92% of credit
volume on the platform was executed by institutional
clients and our estimated market share of the U.S.
credit market was 19.3%, in line with the prior year,
while estimated U.S. credit market TRACE volumes
decreased 7%. Since November of 2021, credit
spreads and credit spread volatility have continued to
increase off the lows of 2021.

Market conditions were more challenging in 2021,
dampening earnings relative to elevated 2020 levels,
resulting in a decline in the 2021 closing stock price.
Despite challenging market conditions, the Company
continued to invest and innovate in new platforms,
new trading protocols, new functionality and
international expansion, expanding and creating new
avenues of growth for the future. For example, in U.S.
Treasuries, the company recently introduced a live,
all-to-all order book, leveraging the acquisition of
LiquidityEdge to curate a new and innovative trading
liquidity pool for rates trading. In municipal bonds, we
are enhancing the content we offer in this space with
the integration of MuniBrokers. And, on the
international front, we are focusing on adding new
local markets to expand our leading global emerging
markets product offering. We believe these growth
initiatives will only enhance our already strong growth
profile in 2022 and beyond.

Relative Stock Performance

All of the major product areas trading on the Companys platforms are in early stages of electronification. Given
this, the Companys focus is on investing and innovating to capture the long-term opportunity over the next
decade. We believe that the differentiated liquidity pool on our platforms and the trading efficiency and
transaction cost savings that we provide to investors and dealers globally, will lead to greater electronification in
the global fixed income market. Despite our one-year underperformance relative to the S&P 500 and our Peer
Group Median, our long-term track record is reflected in the superior returns for stockholders generated over
the five-to-ten-year periods noted below.

MKTX
S&P 500
Peer Group Median

10-Year Return
1,448.0
362.6
524.4

5-Year Return
189.5
133.4
178.3

3-Year Return
98.2
100.4
85.2

1-Year Return
-27.5
28.7
17.9

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Elements of executive compensation

The compensation structure for our NEOs is comprised of base salaries, annual cash incentive compensation
and various forms of equity granted under our 2020 Equity Incentive Plan. The combination of these elements
enables us to offer a competitive, cost-effective compensation program that balances variable, or at-risk,
compensation with prudent risk-taking and the interests of our stockholders. Equity awards may be granted on
an annual basis or as one-time awards, including multi-year awards that are attributed over multiple years of
compensation. We believe that equity awards serve as an important part of an NEOs compensation in that they
further ensure alignment of the NEOs interests with those of our stockholders.

Annual variable cash and equity compensation gives the Compensation Committee the flexibility to tie NEO
compensation to individual and corporate performance, which is an important element of our pay philosophy
and each NEOs compensation.

2022 Proxy Statement

The table below summarizes the elements of our compensation program as in effect for fiscal year 2021, and
how each element supports the Companys compensation objectives:

Component

Performance Link

Description

COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

Cash

N/A

• Provides a consistent minimum level of

compensation that is paid throughout the
year at a cost-effective level for the
Company

Adjusted operating income
(50%)

• Performance-based cash incentive

opportunity

Annual Cash
Incentive

Cash

50%
Performance
stock units
(PSUs)

Long-Term
Annual
Equity
Incentive 1

Individual performance and
contributions to strategic
corporate objectives (50%)

Granted in
2021 for 2020

Granted in
2022 for 2021

Market share
(50%)

Operating
margin (50%)

US credit
market share
(33.3%)

Revenue
growth
excluding US
credit (33.3%)

Operating
margin
(33.3%)

50% Time
vested equity
(RSUs and
stock options)

Stock price performance

• Rewards short-term performance in a
framework that discourages excessive
risk-taking

• Financial performance targets are pre-

determined by the Compensation
Committee and reflect our financial and
strategic long-term goals

• Three-year performance periods with one-

year calculation periods

• Targets for years two and three are tied to

prior year’s results

• Cliff-vest after three years

• Share-based awards establish direct

alignment with our stock price
performance and stockholder interests
• Messrs. McVey and Concannon receive the
portion of their annual long-term equity
award that is time-based half in restricted
stock units (“RSUs”) and half in stock
options

• Under our “Flex Share” program, the

other NEOs may choose to receive this
portion of their award in all RSUs or a
combination of RSUs and stock options,
allowing the Company to deliver more
individualized awards without incurring
additional expense

• Vest ratably over three years

(1)

In connection with his appointment as CFO, Mr. Gerosa also received a one-time multi-year equity grant. See 2021 compensation
detail Multi-year awards below.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The NEOs also receive standard employee benefits, including healthcare, life insurance, disability and retirement
savings plans. The NEOs do not receive any perquisites.

2021 compensation decisions

A significant portion of each NEOs compensation is dependent on our financial performance, with firm-wide
annual cash incentives impacted by adjusted operating income. The Company generated $379.6 million of
adjusted operating income in 2021, which was below our 2021 internal target goal of $474.7 million. See
Appendix A for a reconciliation of adjusted operating income to operating income. Accordingly, the cash
incentive plan pool funding was lower than budgeted, resulting in lower cash incentive compensation for our
NEOs. Further details about how the adjusted operating income affected the NEOs cash incentive can be found
under 2021 compensation detail Annual cash incentives below.

The remainder of each NEOs annual cash incentive awards for 2021 was determined by the Compensation
Committees assessment of the performance of each NEO and his contribution to our corporate objectives for
2021.

The Compensation Committee considered the Companys relative underperformance in 2021 when determining
to decrease the annual cash incentives and reduce the size of the equity awards granted in January 2022 for
2021 performance.

As compared to 2020, annual cash incentives, annual long-term equity incentives and total direct compensation
(TDC), which includes cash payments, annual equity awards made in relation to prior year performance (e.g.,
January 2022 awards for 2021 performance) and the annualized value of multi-year equity awards, decreased for
each NEO.

2021 Total Compensation Summary (000's)

Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa 3
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

2021 Base
Salary
$500
$500
$277
$300
$300
$300

2021 Incentive
Equity 1
$5,450
$3,550
$553
$1,350
$900
$1,300

Total
$7,250
$4,750
$923
$2,350
$1,600
$2,300

Cash
$1,800
$1,200
$370
$1,000
$700
$1,000

Total Compensation 2

2021
$7,750
$5,250
$1,200
$2,650
$1,900
$2,600

vs. 2020 ($) vs. 2020 (%)

-$750
-$250
-
-$250
-$500
-$600

-9%
-5%
-
-9%
-21%
-19%

(1) Represents equity awards attributable to 2021 performance. Messrs. McVeys, Concannons and Gerosas equity incentive column

include $2,200,000, $1,000,000 and $333,333 in attributed multi-year compensation from previously granted multi-year equity awards.
See Multi-Year Awards below.

(2)

2021 Total Compensation differs from the figures shown in the total column of the table under Executive compensation Summary
compensation table. The Summary Compensation Table reflects the full grant date value of any multi-year performance equity award
received by the NEOs in the year actually granted, in accordance with FASB ASC Topic 718. In addition, the 2021 figures in the Summary
Compensation Table include equity awards granted in January 2021 for 2020 performance.

(3) Mr. Gerosas base salary column shows the amount he received, reflecting a salary change from $260,000 per year to $300,000 per year

effective as of August 1, 2021, in connection to his promotion to CFO.

Executive compensation practices and governance

Principles and strategy

Our executive compensation program is designed to promote the following core principles that are aligned with
our Companys business strategy:

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

• Alignment: we align Company and individual performance and decision-making with long-term stockholder

value creation;

• Retention: attract, reward and retain high caliber executives;

• Motivation: motivate high performance from our NEOs by offering greater incentives for superior

performance and reduced awards for underperformance;

• Prudence: discourage imprudent risk-taking by avoiding undue emphasis on any one metric or short-term

goals; and

• Fairness: be transparent and fair to both our NEOs and our stockholders.

We believe these principles have served us well for many years, and we are continuing to refine them in
response to input from our stockholders.

Our compensation principles place a majority of our executive officers compensation at risk and emphasize
incentives tied to individual and Company performance, as well as continued service. As a result, the only fixed
compensation paid is base salary, which represented 6% of our CEOs total compensation and no more than 23%
of the other NEOs total compensation in 2021. We also seek to promote long-term commitments from our
NEOs because we believe that continuity of the Companys leadership team benefits both the Company and our
stockholders. As such, we utilize long-term (three- to five-year) equity incentives in conjunction with short-term
incentives (performance-based annual cash awards). Ultimately, the value realized by our NEOs from our equity
incentive awards will depend on our financial performance, changes in our Common Stock price, and satisfaction
of an awards vesting schedule. Taken together, we believe these factors help create a comprehensive scheme
that both reinforces our long-term performance-based orientation and is aligned with the interests of our
stockholders.

Best practices

Our pay practices align with our compensation principles and facilitate our implementation of those principles.
They also demonstrate our commitment to sound compensation and governance policies.

Compensation Policies and Practices

What We Do

What We Avoid

!! Emphasis on performance-based compensation
!! Use of clawbacks
!! Stock ownership guidelines
!! Use of long-term equity awards that align with

stockholder interests

!! Automatic reduction of severance payments

subject to §280G excise tax

!! Engage with investors
!! Dividends and dividend equivalents on restricted

stock and RSUs are paid only when the awards vest

!! Engage independent compensation consultants

X No guaranteed bonuses except for new hires
X No pension / SERP plans
X No single-trigger change in control benefits
X No §280G excise tax gross-up benefits
X No recycling of options or stock appreciation rights
X No "repricing" underwater options without

stockholder approval

X No hedging or pledging of MarketAxess stock
X No perquisites for NEOs

Role of the Compensation Committee

The Compensation Committee administers the compensation program for our NEOs. The Compensation
Committee reviews all components of remuneration (both cash and equity) and decides which elements of
compensation, if any, should be adjusted or paid based on corporate and individual performance results and
competitive benchmark data. The Compensation Committee also determines performance award payouts for
the prior fiscal year based on actual results against performance goals.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

In performing its duties, the Compensation Committee:

• annually reviews competitive compensation data, recent compensation trends and any other relevant market
data obtained by its compensation consultants and considers the impact on our compensation architecture,
policies and strategies;

• reviews all compensation earned by each NEO, including each NEOs past wealth realization and future equity

incentive opportunities;

• consults with the compensation consultants and full Board regarding market and performance data when

considering decisions concerning the structure and amount of our CEOs compensation;

• considers the recommendations of our CEO relating to the performance of our NEOs (other than himself) and

the recommendations of its compensation consultants relating to market data and compensation trends
when considering decisions concerning the structure and amount of compensation of our NEOs.

The Compensation Committees function is fully described in its charter, which is available on our corporate
website at www.marketaxess.com under Investor Relations Corporate Governance. In performing its duties, the
Compensation Committee receives assistance from management and our independent compensation
consultants. The Compensation Committees decisions relating to compensation for our NEOs are reviewed by
our full Board of Directors.

Role of independent compensation consultants

Pursuant to its charter, the Compensation Committee may retain and terminate any consultant or other advisor,
as well as approve the advisors fees and other engagement terms. For fiscal year 2021, the Compensation
Committee retained FW Cook (FW Cook) as its independent compensation consultant for purposes of advising
on executive compensation. Representatives from FW Cook attended Compensation Committee meetings,
participated in executive sessions and communicated directly with the Compensation Committee. During 2021,
FW Cook provided the following services to the Compensation Committee:

• Executive Compensation Design Provided the Compensation Committee with executive compensation

design suggestions and alternatives;

• Pay Analysis Reviewed and benchmarked competitive market pay levels with respect to 2021 compensation

for our global management team, including the NEOs;

• Peer Group Construction Reviewed and recommended changes to the Companys peer group composition

(as discussed below in Peer Group); and

• General Advice/Compliance Provided general compensation-related recommendations to the

Compensation Committee and performed other services, including providing advice regarding regulatory and
advisory compliance issues, and other governance issues.

Grahall advised the Compensation Committee with regard to the compensation for our Board of Directors. See
Corporate governance and board matters Director compensation" for more information.

Each compensation consultant reported directly, and is directly accountable, to the Compensation Committee.
The Compensation Committee assessed the independence of Grahall and FW Cook pursuant to SEC rules and
determined that their work did not raise any conflicts of interest. The Compensation Committee will continue to
monitor the independence of its compensation consultants on an annual basis.

Role of senior management

Senior management, including the CEO, President and Chief Human Resources Officer, make recommendations
for the meeting agendas and prepare the materials for Compensation Committee meetings and attend those
meetings, other than during executive session. Other senior managers, such as the CFO and General Counsel,
may also assist in the preparation or presentation of relevant material. The CEO recommends annual

2022 Proxy Statement

compensation for the NEOs, other than himself, to the Compensation Committee for consideration, but the
Compensation Committee is responsible for the final recommendations. No member of management is present
in the Compensation Committee meetings when matters related to their individual compensation are under
discussion.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation risk assessment

The Compensation Committee is responsible for reviewing and assessing potential risk arising from the
Companys compensation policies and practices. The Compensation Committee regularly reviews the
Companys compensation policies and practices to ascertain any potential material risks that may be created by
the Companys compensation programs. FW Cook provided the Compensation Committee an assessment of the
effectiveness of all major components of the Companys compensation programs, including the mix between
annual and long-term compensation; short and long-term incentive program design; incentive plan performance
criteria and corresponding objectives; the Companys severance and change-in-control policies; its clawback
policy; and its stock ownership guidelines. The Compensation Committees review includes the compensation
practices for our entire employee base to ensure that our pay practices, compensation programs and business
strategies do not motivate imprudent risk-taking by any employee.

The Compensation Committee considered these items in determining the appropriate compensation programs
for the Company. The Company utilizes many design features that mitigate the likelihood of encouraging
excessive risk-taking behavior. Among these design features are the use of:

• Equity compensation with long-term vesting (three to five years);

• Holding periods or cliff-vesting for certain long-term equity awards;

• Compensation recoupment policies;

• Stock ownership and retention guidelines that meet market standards;

• The Compensation Committees ability to exercise downward discretion in determining payouts, including

after consideration of regulatory, compliance and legal issues; and

• Training on our Code of Conduct and other policies that educate our employees on appropriate behaviors and

the consequences of taking inappropriate actions.

Based on the foregoing, the Compensation Committee and management agree that our compensation policies
and practices do not encourage excessive risk-taking or create risks that are reasonably likely to have a material
adverse effect on the Company. We believe that our compensation programs do not provide incentives that
encourage risk-taking beyond the Companys ability to effectively identify and manage significant risks and is
compatible with the internal controls and the risk management practices of the Company.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

How we determine pay levels

Peer group

The Compensation Committee assesses the Companys financial performance and executive compensation
competitiveness against a group of peer companies that it selects based on input from FW Cook. A key objective
of our executive compensation program is to ensure that the total compensation package and structure that we
provide to our NEOs is competitive with the companies with whom we compete for executive talent. The 2021
peer group consisted of companies that are similar to the Company in terms of competitive positioning, financial
size, operating characteristics, market sector or industry classification. FW Cook engages with the Compensation
Committee to review the peer group annually and periodically make changes.

In 2021, FW Cook completed an annual review of the composition of our peer group. Factors considered in
determining the peer group (Peer Group) included:

• financial size market cap and revenues, generally +/- 2.5 times the Companys most recent annual revenues

and +/- 5 times the Companys most recent market capitalization;

• whether companies compete with us for clients, executives or other employee talent;

• market sector, asset class or product offering;

• peers of peers, as well as peers designated by shareholder advisory firms in their annual reviews; and

• reviewing the broader market for additional firms in financial services, IT services and software industries,

based on relative revenue, market capitalization and operating income similarity.

For the 2021, our Peer Group was comprised of the following firms:

2021 Peer Group

ACI Worldwide, Inc.

Envestnet, Inc.

Nasdaq Inc.

Aspen Technologies, Inc.

Factset Research Systems, Inc.

SEI Investments Company

BGC Partners, Inc.

Black Knight, Inc.

Fair Isaac Corporation

Tradeweb Markets Inc.

Guidewire Software, Inc.

TransUnion

Cboe Global Markets, Inc.

Morningstar, Inc.

Cohen & Steers, Inc.

MSCI Inc.

Verisk Analytics, Inc.

Virtu Financial, Inc.

In 2021, we added TransUnion to, and removed Alliance Bernstein Holding L.P. from, our Peer Group. We made
these changes because they result in a Peer Group that is more representative of the Companys performance,
size and business operations and improves the Companys market capitalization positioning.

Benchmarking importance and process

In addition to the peer group, FW Cook also used leading industry compensation surveys for the financial
services and financial technology sectors for benchmarking purposes. The surveys provide a broader view of
compensation levels and trends, which is useful in combination with the Peer Group data. The Compensation
Committee considered this data, in conjunction with the Companys performance and each NEOs individual
performance, contribution and expertise in determining how each NEO is paid vis-à-vis the recommended
market data. The Compensation Committee is presented summary statistics and does not review the list of
individual companies that participate in the surveys.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

2021 compensation detail

Elements of executive compensation

The compensation structure for our NEOs is comprised of base salaries, annual cash incentive compensation
and various forms of equity granted under our 2020 Equity Incentive Plan. The combination of these elements
enables us to offer a competitive, cost-effective compensation program that balances variable, or at-risk,
compensation with prudent risk-taking and stockholder interests. Equity awards may be granted on an annual
basis or as one-time awards, including multi-year awards, that are attributed over multiple years of
compensation. We believe that equity awards serve as an important part of an NEOs compensation in that they
further ensure alignment of the NEOs interests with those of our stockholders.

The NEOs also receive standard employee benefits including healthcare, life insurance, disability and retirement
savings plans. The NEOs do not receive any perquisites.

Pay mix

We believe that lower base salaries and higher levels of variable incentive awards motivate our NEOs, facilitate
the achievement of our growth objectives and promote decision-making that is aligned with our stockholders
interests. A lower base of fixed costs (including base salary) also allows us to better manage expenses, which
helps improve profitability. We also believe that the balance among pay components in our compensation
program design mitigates against a focus on short-term results and decreases the potential for excessive or
inappropriate risk-taking (see Executive compensation practices and governance Compensation risk
assessment above). An overview of the elements of pay provided to Mr. McVey and, on average, to the other
NEOs for fiscal year 2021 is as follows:

Richard M. McVey

Average of All Other NEOs

Equity
Incentive 70%

Equity
Incentive 52%

Salary 6%

Cash
Incentive 23%

Salary 14%

Cash
Incentive 33%

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Base salary

Base salary is the only fixed component of our NEOs total cash consideration and is intended to provide a
minimum consistent level of compensation throughout the year at a cost-effective level for the Company. We
avoid automatic base salary increases and target our NEOs base salaries below applicable median base pay
levels to manage our fixed compensation costs and reinforce our pay-for-performance philosophy.

While most of the NEOs base salaries were at or below the 25th percentile of base salaries reported by our Peer
Group, we did not adjust base salaries in 2021. Instead, we provided our NEOs with increased compensation
opportunities through variable and long-term incentive awards, as described below. Mr. McVeys base salary has
remained unchanged since 2011.

Annual cash incentives

The NEO’s annual cash incentives are designed to reward short-term performance in a framework that
discourages excessive risk-taking.

The chart below summarizes each NEO’s target annual cash incentive, along with the funding as a percentage of
target for both the adjusted operating income and individual performance portions and the actual payout
amounts for the year ended December 31, 2021.

2021 Cash Incentive Summary (000's)

Target Cash
Incentive

Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa 3
Kevin McPherson
Antonio L. DeLise 3
Nicholas Themelis

$2,250
$1,500
$400
$1,200
$725
$1,200

Funding as a Percentage of Target

Adjusted
Operating Income 1
80%
80%
80%
80%
80%
80%

Individual

Total 2

80%
80%
105%
87%
113%
87%

80%
80%
93%
83%
97%
83%

2021 Cash
Incentive

$1,800
$1,200
$370
$1,000
$700
$1,000

(1) Adjusted operating income excludes unplanned inorganic activity and the impact of cash incentives. See Appendix A Reconciliation OF

Non-GAAP Amounts for a reconciliation of adjusted operating income to operating income.

(2)

Funding as a percentage of target is equally weighted between adjusted operating income (50%) and the NEOs individual performance
and contributions to strategic corporate objectives (50%).

(3) Messrs. DeLises and Gerosas target cash incentives represent blended targets based on the August 2021 transition of the CFO role.

In 2021, 50% of the annual cash incentive for our NEOs was directly linked to the Companys adjusted operating
income results. This performance metric is different than the performance metrics used for the Companys
annual long-term equity incentive awards. The other 50% of the annual cash incentive for our NEOs was based
on the executives individual performance and contributions to the Companys growth strategy. For 2021, the
NEOs cash incentives were paid out of the 2009 Employee Performance Incentive Plan (the Employee Cash
Incentive Plan).

2022 Proxy Statement

2021 adjusted operating income performance

As our adjusted operating income was approximately $379.6 million, 20% lower than the target of $474.7 million,
the portion of each executive officers cash award payable based on adjusted operating income was paid out at
80% in accordance with the table below.

COMPENSATION DISCUSSION AND ANALYSIS

Adjusted Operating Income Performance Grid (millions)

Performance
125% of Target or Higher
110% of Target
100% of Target
90% of Target
2021 Actual
75% of Target
Less Than 75% of Target

Adjusted Operating Income 1
≥ $593.4
$522.2
$474.7
$427.2
$379.6
$356.0
< $356.0

Payout
125%
110%
100%
90%
80%
75%
0%

(1) Adjusted operating income excludes unplanned inorganic activity and the impact of cash incentives. See Appendix A Reconciliation OF

Non-GAAP Amounts for a reconciliation of adjusted operating income to operating income.

2021 individual performance

The Compensation Committee assesses the individual performance and contributions to the Companys growth
strategy of the NEOs in connection with the determination of each NEOs annual cash incentive award. The
Compensation Committee believes that including this component provides an opportunity to evaluate the
quality of individual results on an annual basis.

The Compensation Committee assessed the individual performance and contributions to the Companys growth
strategy of our NEOs based on our strategic corporate objectives:

Strategic Corporate Objectives 1

Growth through Market Share Gains in Core Products

Best in Post Trade and Regulatory Reporting

Growth through Product Expansion and Innovation

Growth through Corporate Development and M&A

Growth through Global Client/Dealer Relationships

Build a Scalable and Resilient Business

Growth through International Expansion

Best Place to Work

(1)

For 2022, the Compensation Committee will introduce pre-defined diversity and human capital goals that will be among the factors
considered when determining our global management teams, including the NEOs, individual performance. See --Change to individual
performance for 2022 below.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

These goals are intended to ensure the long-term stability of the Company and alignment between NEOs
compensation and the Companys long-term strategic goals. Specifically, the NEOs were credited with the
following contributions to our key imperatives:

2021 Individual Performance Considerations

Richard M.
McVey

• Delivered record firm-wide revenues
• Executed our long-term growth strategy, including product and geographic expansion

efforts

• Delivered record volumes in emerging markets, Eurobonds, and trading automation
• Expanded our client network by growing our client base
• Maintained a leadership position in US Credit Market Share
• Oversaw transformative talent acquisition and organizational development initiatives

Christopher R.
Concannon

• Shaped significant portions of our long-term growth strategy
• Led transformative talent acquisition and organizational development initiatives
• Orchestrated and completed the acquisition of MuniBrokers
• Initiated a new business unit for ETF and index products
• Maintains key client relationships and expanded client base
• Drove strategy and execution for DE&I, ESG and return to office initiatives

Christopher N.
Gerosa

• Maintained a strong track record of regulatory compliance and financial controls
• Supported the development of our self-clearing enhancements and the conversion of our

clearing business in the UK

• Managed our capital and operational controls to support growth of Open Trading globally
• Successfully transitioned to CFO

Kevin
McPherson

• Grew Municipal Bonds and Emerging Markets businesses
• Launched RFQ for Treasuries
• Grew Portfolio Trading
• Delivered record growth in trading automation
• Expanded our client network by growing our institutional client base
• Grew Emerging Markets business

Antonio L.
DeLise

• Maintained strong track record of financial controls
• Completed acquisition of MuniBrokers
• Delivered on expense synergies across M&A acquisitions, Reg Reporting Hub and

MuniBrokers

• Supported the development of our self-clearing enhancements and the conversion of our

clearing business in the UK

• Managed our capital and operational controls to support growth of Open Trading globally
• Executed succession plan for several key positions, including the new CFO and Chief Audit

Officer

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Nicholas
Themelis

• Launched connectivity to China Bond Connect
• Launched RFQ for Treasuries
• Delivered Portfolio Trading enhancements
• Delivered record growth in trading automation
• Expanded Post Trade technology enhancements that resulted in an increase in Post Trade

revenue

• Completed the integration of MuniBrokers

Change to weighting of annual cash incentives for 2022

The Compensation Committee believes that tying annual cash incentives to financial performance is an
important aspect of our executive compensation program. For that reason, the Compensation Committee
increased the weighting of adjusted operating income to 60% of Messrs. McVeys and Concannons annual cash
incentive for 2022. The remaining 40% will continue to be based on Messrs. McVeys and Concannons individual
performance and contributions to the Companys growth strategy. No change was made to the weighting of the
other executive officers annual cash incentive components for whom the weighting will continue to be 50%
adjusted operating income and 50% individual performance and contributions to the Companys growth
strategy.

Change to individual performance for 2022

Recognizing the increasing importance of ESG, and diversity and human capital management specifically, to the
Companys business, the Compensation Committee will introduce pre-defined diversity and human capital goals
that will be among the factors considered when determining our global management teams, including the NEOs,
individual performance payouts for their 2022 annual cash incentives. The Compensation Committee believes
that having our diversity and human capital goals impact NEO compensation reinforces the achievement of such
goals.

Non-qualified deferred cash plan

The Company offers a voluntary non-qualified deferred cash plan that allows U.S.-based NEOs and other select
participants to defer all or part of their cash bonus. For the cash bonus paid in 2022 for 2021 performance, (a)
Mr. DeLise deferred 50% of his $700,000 cash incentive or $350,000 and (b) Mr. Gerosa deferred 15% of his
$370,000 cash incentive or $55,500. Please see Executive compensation Nonqualified Deferred Compensation.

Annual long-term equity incentives

We grant equity awards to our NEOs annually as part of our on-going compensation program. In 2021, in
connection with Mr. Gerosas appointment as CFO, our Board also approved an equity award valued at $1
million, comprised of 50% performance stock units, 25% restricted stock units and 25% stock options. See
Multi-year awards below.

SEC rules require that we report all equity granted during the applicable reporting year in our executive
compensation tables (see Executive compensation below). As such, in this CD&A, we provide an overview of all
equity awards granted in January 2021 for 2020 performance. However, in calculating TDC for performance year
2021, we used the value of equity granted in January 2022 in recognition of performance during 2021.
Accordingly, we have also included an overview of equity awards granted in 2022.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Our annual long-term equity incentives are share-based awards that establish direct alignment with our stock
price performance and stockholder interests. The amount awarded to each of the NEOs is based upon the NEO’s
individual performance and contributions to our growth strategy and may be further informed by our stock
ownership guidelines and benchmark data. For information on how the Compensation Committee determines
the NEO’s individual performance and contributions to our growth strategy, please refer to the factors described
under 2021 compensation detail Annual Cash Incentives 2021 Individual Performance. The number of shares
awarded is based on the average closing price of our Common Stock for the ten consecutive trading days leading
up to and including the date of grant, helping to ensure that the timing of any award will not be subject to
manipulation and reducing the impact of any significant short-term swings in stock price. The awards vest over a
minimum of three years, and the first vesting date is at least one year from the date of grant.

The composition of our NEOs annual equity awards granted in January 2021 and 2022 were as follows:

Component

Performance Link

Description

50% Performance
stock units (PSUs)

Granted in
2021 for 2020

Granted in
2022 for 2021

Market share
(50%)

US credit market
share (33.3%)

Operating
margin (50%)

Revenue growth
excluding US
credit (33.3%)

Operating
margin (33.3%)

• Financial performance targets are pre-

determined by the Compensation Committee
and reflect our financial and strategic long-
term goals

• Three-year performance periods with one-

year calculation periods

• Targets for years two and three are tied to

prior years results

• Cliff-vest after three years

50% Time vested
equity
(RSUs and
stock options)

Stock price performance

• Share-based award establishes direct

alignment with our stock price performance
and stockholder interests

• Messrs. McVey and Concannon receive the

portion of their annual long-term equity award
that is time-based half in RSUs and half in
stock options

• Under our Flex Share program, the other
NEOs may choose to receive this portion of
their award in all RSUs or a combination of
RSUs and stock options, allowing the Company
to deliver more individualized awards without
incurring additional expense
• Vest ratably over three years

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The chart below shows the annual equity award value granted to our NEOs in January 2021 to reward their
performance in 2020 and the value of any multi-year awards included in their TDC for 2020.

Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

2020 Equity Incentive Summary (000's)

Multi-Year
Attribution 1
$2,200
$1,000
-
-
-
-

Granted January 2021 for 2020

PSUs
$1,775
$1,250
-
$700
$600
$850

RSUs
$888
$625
$313
$700
$600
$850

Options
$888
$625
-
-
-
-

Total
$3,550
$2,500
$313
$1,400
$1,200
$1,700

2020 Equity
Incentive
$5,750
$3,500
$313
$1,400
$1,200
$1,700

(1) See Multi-year awards below.

The chart below shows the annual equity award value granted to our NEOs in January 2022 to reward their
performance in 2021 and the value of any multi-year awards included in their TDC for 2021.

Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

2021 Equity Incentive Summary (000's)

Multi-Year
Attribution 1
$2,200
$1,000
$333
-
-
-

Granted January 2022 for 2021

PSUs
$1,625
$1,275
$110
$675
$450
$650

RSUs
$813
$638
$55
$675
$450
$650

Options
$813
$638
$55
-
-
-

Total
$3,250
$2,550
$220
$1,350
$900
$1,300

2021 Equity
Incentive
$5,450
$3,550
$553
$1,350
$900
$1,300

(1) See Multi-year awards below.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Performance stock units

PSUs are intended to align our employees interests, including the NEOs, with those of our stockholders, with a
focus on long-term financial results. PSUs are granted to the NEOs and other employees pursuant to the 2020
Equity Incentive Plan.

The Compensation Committee approved the following awards of PSUs in 2022 and 2021:

2020 and 2021 Performance Share Unit Summary

Grant
Date

Grant Date
Fair Value 1

Granted January 2021 for 2020
Units
Granted
at Target
3,283
2,312
-
1,295
1,110
1,572

$1,717,009
$1,209,176
-
$677,285
$580,530
$822,156

1/15/2021
1/15/2021
-
1/15/2021
1/15/2021
1/15/2021

Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

Grant
Date

Grant Date
Fair Value 1

Granted January 2022 for 2021
Units
Granted
at Target
4,601
3,610
311
1,911
1,274
1,840

$1,584,952
$1,243,573
$107,133
$658,301
$438,868
$633,843

1/31/2022
1/31/2022
1/31/2022
1/31/2022
1/31/2022
1/31/2022

(1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of

performance stock units to grant by dividing the target grant value by the 10-trading day average up to and including the date of grant.

The PSUs granted to the NEOs cliff-vest after three years and have three-year performance periods with one-
year calculation periods. Targets for years two and three are based on prior years results.

For the awards granted in January 2021 for 2020 performance, the Compensation Committee established market
share (50%) and operating income (50%) as the two financial metrics applicable to the awards. Market share is a
relative metric that measures the composite market share of our revenues based on our performance in US high
grade bonds, US high yield bonds, Eurobonds and emerging market bonds.

For the awards granted in January 2022 for 2021 performance, the Compensation Committee established US
credit market share (33.3%), revenue growth excluding US credit (33.3%), and operating margin (33.3%) as the
three financial metrics applicable to the awards. US credit market share is a relative metric that captures our
market share performance in US high grade and US high yield bonds. Our performance with respect to
Eurobonds and emerging markets bonds were shifted to revenue growth excluding US credit, along with other
products, including US treasuries, municipal bonds, data and post-trade services, among our other revenue
streams. The Compensation Committee believes that this change in metrics for awards granted in 2022 captures
our full revenue stream opportunity in our financial performance metrics and further emphasizes long-term
value creation through growth in new product areas and markets.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The performance metrics used in 2021 and 2022 are different than the performance metric used for the
Companys annual cash incentive plan. Goals were set at the beginning of the fiscal year based on prior actual
results and the Companys budget, which is subject to review by the Board. The Compensation Committee seeks
to make target goals ambitious, requiring meaningful growth over the performance period, while threshold goals
are expected to be achievable. The Company intends to disclose the performance metric payout results as a
percentage of target, as well as the resulting payout for the PSUs as a percentage, following the Compensation
Committees certification of the Companys results against such targets at the end of each applicable three-year
performance period.

The performance stock unit payout opportunity ranges from 0 to 150% or from 0 to 200% of target, based on
performance and subject to continued service and employment agreement, severance protection agreements
and award agreement terms, each as applicable. The chart below summarizes the performance metrics for the
PSUs held by our NEOs that are currently outstanding:

Grant
Date

1/15/2020

1/15/2021

1/31/2022

Performance Metrics for Outstanding PSUs

Metrics

Market Share
Operating Margin

US Credit Market Share
Revenue Growth Excluding US Credit
Operating Margin

Metric
Weightings
1/2
1/2

1/2
1/2

1/3
1/3
1/3

Performance
Range

0% - 150%

0% - 200%

Restricted stock units and stock options

RSUs and stock options are intended to align our employees interests, including the NEOs, with those of our
stockholders, and promote retention. RSUs and stock options are granted to the NEOs and other employees
pursuant to the 2020 Equity Incentive Plan.

Messrs. McVey and Concannon receive the portion of the annual long-term equity award that is time-based half
in RSUs and half in stock options. Under our Flex Share program, the other NEOs may choose to receive this
portion of their award in all RSUs or a combination of RSUs and stock options, allowing the Company to deliver
more individualized awards without incurring additional expense to the Company. The ratio of stock options to
RSUs granted was 3.47 and 3.77 for the awards granted in January 2022 and 2021, respectively, in each case,
based on the relative accounting cost of each award component on the award date.

In addition, settlement of RSU grants may be deferred at the NEOs election, which provides an added benefit of
allowing the NEO to maintain additional upside leverage in our shares of Common Stock through delayed
taxation. Generally, deferring RSUs has no impact on an RSUs vesting schedule, except that the initial vesting
date for an RSU deferred in the year of grant must occur at least 13 months after the grant date in accordance
with Section 409A of the Internal Revenue Code of 1986, as amended (the Code).

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee approved the following awards of RSUs and stock options in 2021 and 2022 for
2020 and 2021 performance, respectively:

2020 and 2021 Restricted Stock Unit Summary

Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

Granted January 2021 for 2020
Grant
Date
1/15/2021
1/15/2021
-
1/15/2021
1/15/2021
1/15/2021

Grant Date
Fair Value 1
$858,243
$604,588
-
$677,285
$580,530
$822,156

Units
Granted
1,641
1,156
-
1,295
1,110
1,572

Granted January 2022 for 2021
Grant
Date
1/31/2022
1/31/2022
1/31/2022
1/31/2022
1/31/2022
1/31/2022

Grant Date
Fair Value 1
$792,304
$621,786
$53,739
$658,301
$438,868
$633,843

Units
Granted
2,300
1,805
156
1,911
1,274
1,840

(1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of
restricted stock units to grant by dividing the target grant value by the 10-trading day average up to and including the date of grant.

2020 and 2021 Stock Option Summary

Granted January 2021 for 2020

Granted January 2022 for 2021

Grant
Date

Units
Granted

Strike
Price

Grant Date
Fair Value 1

Grant
Date

Units
Granted

Strike
Price

Grant Date
Fair Value 1

Richard M. McVey
1/15/2021 6,187 $523.00 $856,932
Christopher R. Concannon 1/15/2021 4,358 $523.00 $603,606
-
Christopher N. Gerosa

1/31/2022 7,982 $344.48 $791,577
1/31/2022 6,263 $344.48 $621,103
$53,552
1/31/2022

$344.48

540

(1) The grant date fair value listed above is calculated in accordance with FASB ASC Topic 718. The Company determines the number of
stock options to grant by dividing the target grant value by the 10-trading day average up to and including the date of grant and
multiplying by the 3.47 and 3.77 ratio for stock options granted in 2022 and 2021, respectively.

The RSUs and stock options granted to the NEOs vest ratably over three years.

The exercise price of the stock options granted to the NEOs is the closing market price of our Common Stock on
the date of grant.

Multi-year awards

One-time awards are not a regular part of the Companys annual compensation program for existing NEOs. In
alignment with the feedback we received from our stockholders, we expect that the use of multi-year and other
one-time equity awards will be limited to circumstances such as the hiring of new executives or the retention of
key executives. In all past cases, multi-year awards granted by the Company have been attributed to three or
more years of future compensation and reduce the annual compensation awarded to the NEOs for those years
of attribution. Importantly, these awards act as dollar for dollar offset against future equity awards.

The multi-year awards that are currently outstanding were awarded: (a) in 2018 to Mr. McVey in relation to the
extension of his employment agreement for an additional five-year term in order to secure his employment (the
CEO Multi-year Award), (b) in 2019 to Mr. Concannon in relation to his appointment as President & Chief
Operating Officer and to offset unvested, forfeited equity compensation from his previous employer and in lieu
of a 2018 cash bonus payment from his previous employer (the COO Multi-year Award) and (c) in 2021 to Mr.
Gerosa in relation to his appointment as CFO (the CFO Multi-year Award).

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The CEO Multi-year Award had a grant date fair value of $11 million. The Compensation Committee designed the
CEO Multi-year Award such that the aggregate $11 million is spread over five years of annual compensation and
reduces the amount of the annual equity award that Mr. McVey receives for each of those performance years by
$2.2 million on a dollar-for-dollar basis (the first and last years are partial year attributions). The CEO Multi-year
Award consists of stock options and performance shares that cliff vest in November 2023 that are contingent
upon the Company meeting certain stock price thresholds and tenure requirements for Mr. McVey. The stock
price performance criteria for the CEO Multi-year Award were met in 2019. Mr. McVey must remain either
employed by the Company or a director of the Company throughout the vesting period, except in the event of
certain involuntary termination scenarios. Mr. McVey may not dispose of the stock options or performance
shares prior to their vesting to capitalize on any increase in stock price, short-term or otherwise.

The COO Multi-year Award had a grant date fair value of $5 million. It was a portion of an overall $11.75 million
award. The Compensation Committee designed the COO Multi-year Award such that $5 million is spread over
five years of annual compensation and reduces the amount of the annual equity award that Mr. Concannon
receives for each of those performance years by $1 million on a dollar-for-dollar basis. The COO Multi-year
Award consists of stock options and performance shares that cliff vest in January 2024 and are contingent upon
the Company meeting certain stock price thresholds and tenure requirements for Mr. Concannon. The stock
price performance criteria for the COO Multi-year Award were met in 2019.

The CFO Multi-year Award had a grant date fair value of $1 million. The Compensation Committee designed the
CFO Multi-year Award such that $1 million is spread over three years of annual compensation and reduces the
amount of the annual equity award that Mr. Gerosa receives for each of those performance years by $333,333
on a dollar-for-dollar basis. The CFO Multi-year Award consists of performance stock units that will cliff vest in
August 2024 and restricted stock units and stock options that will vest ratably over three years. The performance
criteria for the performance stock units are the same as those granted as part of the NEOs annual awards
granted in 2021 (market share and operating margin).

Other benefits

We provide our NEOs with the same benefits offered to all other employees. The cost of these benefits
constitutes a small percentage of each NEOs total compensation. In the U.S. and the U.K., key benefits include
paid vacation time, premiums paid for group life insurance and disability policies, employer contributions to the
NEOs retirement account, and the payment of all or some of the NEOs healthcare premiums in fiscal year 2021.
We review these other benefits on an annual basis and make adjustments as warranted based on competitive
practices and our performance. Comparable benefits are offered to employees in other geographic locations in
which we operate.

The NEOs do not receive any perquisites.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Total direct compensation

Our compensation decisions for year-end 2021 were a balance between the Companys financial results for the
year and its performance in light of its peers, individual performance, benchmarking data, and the impact and
value of any long-term retention incentives previously awarded to each NEO. A summary of each NEOs 2021
TDC and year-over year change in TDC can be found below:

2021 Total Compensation Summary (000's)

Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa 3
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

2021 Base
Salary
$500
$500
$277
$300
$300
$300

2021 Incentive
Equity 1
$5,450
$3,550
$553
$1,350
$900
$1,300

Total
$7,250
$4,750
$923
$2,350
$1,600
$2,300

Cash
$1,800
$1,200
$370
$1,000
$700
$1,000

Total Compensation 2

2021
$7,750
$5,250
$1,200
$2,650
$1,900
$2,600

vs. 2020 ($) vs. 2020 (%)

-$750
-$250
-
-$250
-$500
-$600

-9%
-5%
-
-9%
-21%
-19%

(1) Represents equity awards attributable to 2021 performance. Messrs. McVeys, Concannons and Gerosas equity incentive column

include $2,200,000, $1,000,000 and $333,333 in attributed multi-year compensation from previously granted multi-year equity awards.
See Multi-Year Awards above.

(2)

(3) Mr. Gerosas base salary column reflects a salary change from $260,000 per year to $300,000 per year effective as of August 1, 2021, in

connection to his promotion to CFO.

Additional compensation information

Common Stock ownership guidelines

We believe that equity-based awards are an important factor in aligning the long-term financial interest of our
NEOs and our stockholders. As such, we maintain stock ownership guidelines for our NEOs. Generally, under the
guidelines, Mr. McVey is required to own not less than a number of shares of Common Stock equal in value to
ten times his base salary using a price of $423.21 per share, which was the average of the daily closing price of
our Common Stock for the twelve-month period ending March 31, 2022 (the Calculation Price). At his current
base salary of $500,000, Mr. McVeys required ownership level is not less than 11,815 shares. Additionally,
effective April 2016, for the remainder of the time Mr. McVey holds the title of CEO and for the twelve months
thereafter, he will be required to maintain beneficial ownership of at least 50% of the shares that he received as
equity compensation as of the date of the guideline or thereafter. All of his vested and unvested restricted
shares, vested and unvested restricted stock units, settled performance shares, and shares deferred under a
non-qualified deferred compensation arrangement will be counted for the post-termination holding
requirement; vested and unvested stock options are excluded from the requirement.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Mr. Concannon is required to own not less than five times his base salary using the Calculation Price. The
Companys other NEOs are required to own not less than three times their base salary using the Calculation
Price. At their current base salaries, Mr. Concannons required ownership is not less than 5,907 shares and the
other NEOs required ownership is not less than 2,127 shares. New NEOs will be subject to the same guidelines
and will be required to be in compliance within five years of becoming an NEO. Under our ownership guidelines,
shares purchased and held beneficially, vested and unvested RSUs and restricted shares and settled
performance shares count toward the minimum ownership requirement. Vested and unvested options and
unsettled performance shares are not counted toward the ownership requirement. Compliance with the
Common Stock ownership guidelines is reviewed by our Boards Nominating and Corporate Governance
Committee every year or more often at the discretion of the Board or Nominating and Corporate Governance
Committee. All of our NEOs are currently in compliance with the guidelines.

NEO Stock Ownership Requirements (Multiple of Base Salary)

Richard M. McVey
Christopher R. Concannon
Christopher N. Gerosa
Kevin McPherson

Incentive compensation clawback

Requirement
10.0x
5.0x
3.0x
3.0x

Current Holdings
598.6x
32.0x
2.7x
101.9x

The Board is dedicated to maintaining and enhancing a culture focused on integrity and accountability which
discourages conduct detrimental to the Companys sustainable growth. Each of our incentive plans therefore
contain a clawback provision that allows the Company to recoup all or part of the year-end incentive
compensation paid to NEOs in the event of a misstatement of financial results (whether through mistake or
wrongdoing) discovered within 12 months of December 31st of the respective performance year. The clawback
provisions apply to all cash and equity incentive awards for our NEOs. In addition, Messrs. McVeys and
Concannons employment agreements provide the Company with the right to recapture all compensation paid,
whether in the form of cash, Common Stock or any other form of property, to the extent required by the Dodd-
Frank Wall Street Reform and Consumer Protection Act of 2010 and the related rules of the SEC (the Dodd-Frank
Act) and the Remuneration Code published by the U.K. Financial Conduct Authority.

Prohibition of employee and Director hedging and pledging

The Companys insider trading policy prohibits directors, employees (including officers), consultants,
representatives or independent contractors or other persons in a special relationship with the Company from
engaging in any hedging transaction with respect to Company securities or transactions of a speculative nature
at any time. Hedging includes the purchase of financial instruments (including prepaid variable forward
contracts, equity swaps, collars, and exchange funds) and other transactions designed to hedge or offset, or that
have the effect of hedging or offsetting, any decrease in the market value of Company securities or limit the
ability to profit from an increase in the value of Company securities. All such persons are prohibited from short-
selling Company securities or engaging in transactions involving Company-based derivative securities (which
include options, warrants, stock appreciation rights or similar rights whose value is derived from the value of
Company securities). This prohibition includes, but is not limited to, trading in Company-based put and call
option contracts, transacting in straddles, and similar transactions. These individuals are also prohibited from
holding Company securities in a margin account or otherwise pledging Company securities as collateral for a
loan.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Severance and change in control arrangements

In hiring and retaining executive level talent, the Compensation Committee believes that providing the executive
with a level of security in the event of an involuntary termination of employment or in the event of a change in
control is an important and competitive part of the executives compensation package. We entered into
employment agreements with Messrs. McVey and Concannon that provide for severance payments and benefits
in the event of the termination of their employment under certain circumstances. The other NEOs are entitled to
severance payments and benefits in the event of termination of their employment under certain circumstances
pursuant to the terms of severance protection agreements. The severance protection agreements also provide
for the accelerated vesting of some or all outstanding equity awards in the event of termination of their
employment under certain circumstances or upon a change in control of the Company.

While the agreements with our NEOs are designed to protect them in the event of a change in control, they do
not provide for single-trigger protection, nor does the Company provide any 280G protection or gross-up for
excise taxes that may be imposed under Code Section 4999. The agreements do provide that if any payments or
benefits paid or provided to the executive would be subject to, or result in, the imposition of the excise tax
imposed by Code Section 4999, then the amount of such payments will be automatically reduced to one dollar
less than the amount that subjects such payment to the excise tax, unless they would, on a net after-tax basis,
receive less compensation than if the payment were not so reduced.

See Executive Compensation Potential termination or change in control payments and benefits for additional
information regarding these arrangements, payments and benefits.

2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Impact of tax and accounting

As a general matter, the Compensation Committee reviews and considers the tax and accounting implications of
using the various forms of compensation employed by the Company.

When determining the size of grants to our NEOs and other employees under the Companys 2020 Equity
Incentive Plan, the Compensation Committee examines the accounting cost associated with the grants. Under
FASB ASC Topic 718, grants of stock options, restricted stock, RSUs, performance shares and other share-based
payments result in an accounting charge for the Company. The accounting charge is equal to the fair value of the
instruments being issued. For restricted stock, RSUs and performance shares, the cost is equal to the fair value
of the Common Stock on the date of grant times the number of shares or units granted, with adjustments made
proportionally for the number of performance shares and performance stock units expected to vest at the end
of each accounting period until final certification of the award. For stock options, the cost is equal to the fair
value determined using an option pricing model. This expense is recognized over the requisite service or
performance period.

Code Section 162(m) of the Internal Revenue Code of 1986, as amended (Section 162(m)) generally prohibited
any publicly-held corporation from taking a Federal income tax deduction for compensation paid in excess of $1
million in any taxable year to certain executive officers and certain other individuals. Exceptions to this rule had
historically included qualified performance-based compensation. However, this performance-based exception
from the deduction limit has been repealed, effective for taxable years beginning after December 31, 2017, such
that compensation paid to our U.S. NEOs in excess of $1 million is not deductible unless it qualifies for the
limited transition relief applicable to certain arrangements in place as of November 2, 2017. While the
Compensation Committee considers tax deductibility as one factor in determining executive compensation, the
Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the
flexibility to award compensation that it determines to be consistent with the goals of our executive
compensation program even if the awards are not deductible by us for tax purposes. There can be no assurance
that any compensation will in fact be deductible.

2022 Proxy Statement

REPORT OF THE COMPENSATION AND TALENT
COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation and Talent Committee (the Compensation Committee) has reviewed and discussed with
management the Compensation Discussion and Analysis to be included in this Proxy Statement. Based on the
reviews and discussions referred to above, the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation and Talent
Committee of the Board of Directors:

Richard L. Prager Chair
Nancy Altobello
Kourtney Gibson

2022 Proxy Statement

EXECUTIVE COMPENSATION

Summary compensation table

The following table sets forth all compensation received during fiscal years 2019, 2020 and 2021 by (i) Richard M.
McVey, our CEO, (ii) Christopher M. Concannon, our President & COO, (iii) Christopher N. Gerosa, our CFO, (iv)
Kevin McPherson, our Global Head of Sales, (v) Antonio L. DeLise, our former Global Head of Corporate
Development and former Chief Financial Officer, and (vi) Nicholas Themelis, our former Chief Information
Officer. These executives are referred to as our named executive officers or NEOs elsewhere in this Proxy
Statement.

2021 Summary Compensation Table

Name and Principal Position

Year

Richard M. McVey

Chief Executive Officer

Christopher R. Concannon

President & COO

Christopher N. Gerosa

CFO

Kevin McPherson

Global Head of Sales

Antonio L. DeLise

Former Head of Corporate
Development and Former
Chief Financial Officer

Nicholas Themelis

Former Chief Information
Officer

Salary 1
($)
500,000
500,000
500,000
500,000
500,000
473,717
276,667

300,000
300,000
300,000
300,000

Bonus 2
($)
—
—
—
—
—
1,500,000
—

—
—
1,100,000
—

Stock
Awards 3,4
($)
2,575,252
2,532,567
2,715,708
1,813,764
2,209,599
8,986,309
1,066,021

1,354,570
589,032
346,942
1,161,060

2021
2020
2019
2021
2020
2019
2021

2021
2020
2019
2021

2020

300,000

—

540,189

2019
2021

300,000
300,000

875,000
—

386,473
1,644,312

2020

300,000

—

687,447

2019

300,000

1,200,000

411,128

Option
Awards 3,4
($)
856,932
854,119
—
603,606
—
2,875,003
250,098

—
—

—

Non- Equity
Incentive Plan
Compensation 5
($)
1,800,000
2,250,000
—
1,200,000
1,500,000
—
370,000

1,000,000
1,200,000
—
700,000

All Other
Compensation 6
($)
10,000
7,000
7,000
10,000
7,000
7,000
10,000

10,000
7,000
7,000
10,000

Total
($)
5,742,184
6,143,686
3,222,708
4,127,370
4,216,599
13,842,029
1,972,786

2,664,570
2,096,032
1,753,942
2,171,060

900,000

7,000

1,747,189

—
1,000,000

1,200,000

—

7,000
10,000

7,000

1,568,473
2,954,312

2,194,447

1,918,128

(1) Mr. Gerosas 2021 salary reflects an August 1, 2021 base salary increase related to his promotion to CFO. Mr. Concannons 2019 salary

represented a partial year of service.

(2) As determined by the Compensation Committee, Mr. McVey received additional equity in lieu of a cash incentive for performance year

2019, which is reflected in the Stock Awards column.

(3) The amounts represent the aggregate grant date fair value of stock and option awards granted by the Company in 2019, 2020 and 2021,
computed in accordance with FASB ASC Topic 718. For further information on how we account for stock-based compensation and
certain assumptions made, see Note 11 to the consolidated financial statements included in the Companys Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on February 23, 2022. These amounts reflect the Companys accounting
expense for these awards and do not correspond to the actual amounts, if any, that will be realized by the NEOs. The amounts reported
for stock awards in 2019, 2020 and 2021 include performance shares or performance stock units.

For 2021, the grant date fair value of the performance stock units is $1,717,009, $1,209,176, $677,285, $580,530 and $822,156 for
Messrs. McVey, Concannon, McPherson, DeLise and Themelis, respectively. The grant date fair value of the performance shares is
reported based on achievement of 100% of the target performance goals, which represents the probable outcome of the performance
goals as of the grant date. If the Company achieves the maximum performance goals, as measured at the end of the three-year
performance period ending December 2023, then the fair value of the performance stock units granted in 2021 would be $3,434,018,
$2,418,352, $1,354,570, $1,161,060 and $1,644,312 for Messrs. McVey, Concannon, McPherson, DeLise and Themelis, respectively. See
2021 compensation detail Annual long-term equity incentives Performance stock units in the CD&A for additional detail.

(4)

In August 2021, Mr. Gerosa was awarded a one-time equity grant that consisted of performance stock units, restricted stock units and
stock options, with an aggregate grant date value of $1,000,000. The grant date fair value of the performance shares of $508,432 is
reported based on achievement of 100% of the target performance goals, which represents the probable outcome of the performance
goals as of the grant date. If the Company achieves the maximum performance goals, as measured at the end of the two-year
performance period ending December 2023, then the fair value of the performance stock units granted in 2021 would be $1,016,864.
The performance stock units will cliff vest on the third-year anniversary of the date of grant and the stock options and restricted stock

2022 Proxy Statement

EXECUTIVE COMPENSATION

units will vest in three equal annual installments beginning on the first anniversary of the date of grant. See 2021 compensation detail
Annual long-term equity incentives Performance stock units in the CD&A for additional detail. In January 2019, Mr. Concannon was
awarded a hire-on equity grant that consists of performance shares and performance-based stock options with an aggregate grant date
fair value of $5,750,000. The performance criteria for this award was met, in full, in 2019. The award remains subject to time-based
vesting conditions and will fully vest in January 2024 if such conditions are met.

(5) These amounts represent annual cash incentive compensation earned under the Employee Cash Incentive Plan. See 2021

compensation detail Annual cash incentive in the CD&A for additional detail.

(6) These amounts represent employer matching contributions to the Companys 401(k) defined contribution plan for each NEO for each

year reported.

Grants of plan-based awards

The following table summarizes the grants of performance stock units, restricted stock units and stock options
we made to the NEOs in 2021, as well as potential payouts pursuant to certain performance-based
compensation arrangements. There can be no assurance that the grant date fair value of stock awards will ever
be realized.

2021 Grants of Plan-Based Awards Table

Approval

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

Estimated Future Payouts Under
Equity Incentive Plan Awards

All Other
Stock
Awards:
Number of
Shares of
Stock or

All Other
Option
Awards:
Number of
Securities
Underlying

Grant
Date
Fair Value
of Stock
and
Option

Exercise
or Base
Price of
Option

Date

Threshold

Target

Maximum Threshold

Target Maximum

Units

Options

Awards

Awards1

Name/Award Type

Grant

Date

($)

(#)

($ / Sh)

($)

Richard M. McVey

Annual Cash Incentive2

Restricted Stock Units3
Performance Stock
Units4
Stock Options6
Christopher R.
Concannon

Annual Cash Incentive2

Restricted Stock Units3
Performance Stock
Units4
Stock Options6

Christopher N. Gerosa
Annual Cash Incentive2

Restricted Stock Units3
Restricted Stock Units3
Performance Stock
Units5
Stock Options6
Kevin McPherson

Annual Cash Incentive2

Restricted Stock Units3
Performance Stock
Units4

Antonio L. DeLise

Annual Cash Incentive2

Restricted Stock Units3
Performance Stock
Units

Nicholas Themelis

Annual Cash Incentive2

Restricted Stock Units3
Performance Stock
Units4

1/15/2021

12/11/2020

1/15/2021
1/15/2021

12/11/2020
12/11/2020

1/15/2021

12/11/2020

1/15/2021
1/15/2021

12/11/2020
12/11/2020

1/15/2021
8/1/2021

1/8/2021
7/13/2021

8/1/2021
8/1/2021

7/13/2021
7/13/2021

1/15/2021

12/11/2020

1/15/2021

12/11/2020

1/15/2021

12/11/2020

1/15/2021

12/11/2020

1/15/2021

12/11/2020

1/15/2021

12/11/2020

($)

—

2,250,000

—

1,642

3,283

6,566

—

1,500,000

—

400,000

—

1,200,000

—

725,000

—

1,200,000

—

1,156

2,312

4,624

535

1,070

2,140

648

1,295

2,590

555

1,110

2,220

786

1,572

3,144

1,641

1,156

579
535

1,295

1,110

1,572

858,243

1,717,009

6,187

523.00

856,932

604,588

1,209,176

4,358

523.00

603,606

302,817
254,216

508,432

1,915

475.17

250,098

677,285

580,530

822,156

(1) The value of a restricted stock unit and stock option is based on the fair value of such award, computed in accordance with FASB ASC

Topic 718. The value of a performance stock unit is based on the grant date fair value of such award assuming 100% of target, computed

2022 Proxy Statement

EXECUTIVE COMPENSATION

in accordance with FASB ASC Topic 718. For further information on how we account for stock-based compensation, see Note 11 to the
consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2021.

(2) Amounts reflect the threshold, target, and maximum annual cash incentive compensation amounts that could have been earned during
2021 our Employee Cash Incentive Plan. Messrs. DeLises and Gerosas target cash incentives represent blended targets based on the
August 2021 transition of the CFO role. The amounts of annual cash incentive compensation earned in 2021 by our NEOs were
determined and paid in January 2022. The amounts paid are included in the Non-Equity Incentive Plan Compensation column of the
Summary Compensation Table. See Compensation discussion & analysis 2021 compensation detail Annual cash incentives.

(3) Amounts reflect the number of restricted stock units awarded in 2021 to the NEOs. These grants of restricted stock units, which were

made under the 2020 Equity Incentive Plan, vest in three equal installments beginning on the first anniversary of the date of grant,
subject to the NEOs continued service. See Compensation discussion & analysis 2021 compensation detail Annual long term
equity incentives Restricted stock units and stock options.

(4) Reflects the threshold, target and maximum number of performance stock units, that were awarded under the 2020 Equity Incentive
Plan, that would vest based on the level of achievement by the Company of operating margin and market share targets for the three-
year performance period beginning on January 1, 2021 and ending on December 31, 2023. Each performance stock unit that is earned
will cliff vest on January 31, 2024, subject to the NEOs continued service. See Compensation discussion & analysis 2021
compensation detail Annual long term equity incentives Performance stock units.

(5) Reflects the threshold, target and maximum number of performance stock units, that were awarded under the 2020 Equity Incentive
Plan to Mr. Gerosa under a one-time award, that would vest based on the level of achievement by the Company of operating margin
and market share targets for the two-year performance period beginning on January 1, 2022 and ending on December 31, 2023. Each
performance stock unit that is earned will cliff vest on August 1, 2024, subject to his continued service. See Compensation discussion
& analysis 2021 compensation detail Annual long term equity incentives Performance stock units.

(6) Amounts reflect the number of shares underlying stock options awarded to the NEOs in 2021. The grant of stock options, which was

made under the 2020 Equity Incentive Plan, will vest in three equal installments beginning on the first anniversary of the date of grant,
subject to the participants continued service. See Compensation discussion & analysis 2021 compensation detail Annual long
term equity incentives Restricted stock units and stock options.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Outstanding equity awards at fiscal year-end

The following table summarizes unexercised stock options, shares of restricted stock and restricted stock units
that had not vested, and related information for each of our NEOs, as of December 31, 2021. The market value of
restricted stock awards and restricted stock units is based on the closing price of the Companys Common Stock
on December 31, 2021 of $411.27.

Outstanding Equity Awards - Year End 2021

Name

Richard M. McVey

Option Awards

Number of
Securities
Underlying
Unexercised
Options
Unexercisable1
(#)

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
24,515
16,037
3,176

69,113
79,411
6,166
6,187

Option
Exercise
Price
($)
156.85
203.72
368.10
257.78
278.40
368.10
523.00

Option
Expiration
Date

1/15/2023
1/15/2024
1/15/2026
5/8/2024
5/8/2024
1/15/2026
1/15/2027

Christopher R.
Concannon

35,679

272.88

7/22/2024

41,189
4,358

294.71
523.00

7/22/2024
1/15/2027

Christopher N. Gerosa

1,915

475.17

8/1/2027

Kevin McPherson

Antonio L. DeLise

Nicholas Themelis

Number of
Shares or
Units of
Stock That
Have Not
Vested2
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)

Stock Awards

Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units or
Other Rights
That Have Not Vested
(#)

Equity Incentive
Plan Awards: Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not Vested
($)

37,742
3,572
2,560
1,534
1,641

15,522,152
1,469,056
1,052,851
630,888
674,894

18,914
12,365
2,001
1,156

7,778,761
5,085,354
822,951
475,428

109
160
579
1
535

382
343
534
1,295

425
381
490
1,110

463
416
623
1,572

44,828
65,803
238,125
411
220,029

157,105
141,066
219,618
532,595

174,790
156,694
201,522
456,510

190,418
171,088
256,221
646,516

(5)
(3)
(3)
(4)
(6)
(7)
(8)

(9)
(10)
(4)
(6)
(7)
(8)

(3)
(4)
(6)
(11)
(12)
(13)
(3)
(3)
(4)
(6)
(7)
(8)
(3)
(3)
(4)
(6)
(7)
(8)
(3)
(3)
(4)
(6)
(7)
(8)

4,647
3,283

1,911,172
1,350,199

3,031
2,312

1,246,559
950,856

1,070

440,059

808
1,295

741
1,110

943
1,572

332,306
532,595

304,751
456,510

387,828
646,516

2022 Proxy Statement

EXECUTIVE COMPENSATION

(1) Of the 6,166 stock options granted to Mr. McVey, 3,083 vested on January 31, 2022 and the remainder will vest on January 31, 2023,

subject to time-based performance conditions. Of the 6,187 stock options granted to Mr. McVey, 2,103 vested on January 31, 2022 and
the remainder will vest 50% on each of January 31, 2023 and January 31, 2024, subject to time-based performance conditions. 69,113
and 79,411 stock options granted to Mr. McVey will fully vest on November 8, 2023, subject to time-based performance conditions.
35,679 and 41,189 stock options granted to Mr. Concannon will fully vest on January 22, 2024, subject to time-based performance
conditions. Of the 4,358 stock options granted to Mr. Concannon, 1,481 vested on January 31, 2022 and the remainder will vest 50% on
each of January 31, 2023 and January 31, 2024, subject to time-based performance conditions. The 1,915 stock options granted to Mr.
Gerosa will vest one-third on each of the first three anniversaries of the August 1, 2021 grant date, subject to time-based performance
conditions. The stock options will also vest and become exercisable in the event of certain terminations of employment. See Potential
termination or change in control payments and benefits for additional information.

(2) Each share of restricted stock and each restricted stock unit represents one share of the Companys Common Stock that is subject to
forfeiture if the applicable vesting requirements are not met. Generally, vesting is subject to the NEOs continued service through the
vesting date, except that shares of restricted stock and restricted stock units will vest in the event of certain terminations of employment
and, in certain circumstances, may vest upon a change in control. See Potential termination or change in control payments and benefits
for additional information.

(3) These restricted shares and restricted stock units fully vested on January 31, 2022.
(4) 50% of these restricted shares and restricted stock units vested on January 31, 2022 and the remainder will vest on January 31, 2023.
(5) 37,742 shares for Mr. McVey outstanding as of December 31, 2021 represent 100% of the target unearned performance shares awarded

(6)

on November 8, 2018. The shares were settled as the applicable performance goals were met. The shares will fully vest on November
8, 2023.
For Mr. McVey, 558 RSUs vested on January 31, 2022 and 50% of the remainder will vest on each of January 31, 2023 and 2024. For Mr.
Concannon, 394 vested on January 31, 2022 and 50% of the remainder will vest on each of January 31, 2023 and 2024. For Mr. DeLise,
378 RSUs vested on January 31, 2022 and 50% of the remainder will vest on each of January 31, 2023 and 2024. For Mr. Gerosa, 197
RSUs vested on January 31, 2022 and 50% of the remainder will vest on each of January 31, 2023 and 2024. For Mr. McPherson, 441
RSUs vested on January 31, 2022 and 50% of the remainder will vest on each of January 31, 2023 and 2024. For Mr. Themelis, 535 RSUs
vested on January 31, 2022 and 50% of the remainder will vest on each of January 31, 2023 and 2024.

(7) The 4,647 shares for Mr. McVey, 3,031 shares for Mr. Concannon, 741 shares for Mr. DeLise, 808 shares for Mr. McPherson and 943

shares for Mr. Themelis outstanding as of December 31, 2021 represent 100% of the target performance shares awarded on January 15,
2020. The shares will not settle until January 2023 and will vest on January 31, 2023.

(8) The 3,283 shares for Mr. McVey, 2,312 shares for Mr. Concannon, 1,110 shares for Mr. DeLise, 1,295 shares for Mr. McPherson and 1,572
shares for Mr. Themelis outstanding as of December 31, 2021 represent 100% of the target performance shares awarded on January 15,
2021. The shares will not settle until January 2024 and will vest on January 31, 2024.

(9) 18,914 shares for Mr. Concannon outstanding as of December 31, 2021 represent 100% of the target unearned performance shares
awarded on January 22, 2019. The shares were settled as the applicable performance goals were met. The shares will fully vest on
January 22, 2024.

(10) These shares vested on January 22, 2022.
(11) This share vested on February 28, 2022.
(12) 535 RSUs granted to Mr. Gerosa will vest one-third on each anniversary of the August 1, 2021 grant date.
(13) The 1,071 shares for Mr. Gerosa outstanding as of December 31, 2021 represent 100% of the target performance shares awarded on

August 1, 2021. The shares will not settle until January 2024 and will vest on August 1, 2024.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Option exercises and stock vested

The following table summarizes each exercise of stock options, each vesting of restricted stock and related
information for each of our NEOs on an aggregated basis during 2021.

Name

Richard M. McVey
Christopher R.
Concannon
Christopher N. Gerosa
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

2021 Option Exercises and Stock Vesting

Option Awards

Stock Awards

Number of Shares
Acquired on Exercise
(#)
27,020

Value Realized
on Exercise 1
($)
9,252,729

Number of Shares
Acquired on Vesting
(#)
30,303

Value Realized
on Vesting 2
($)
16,667,099

—
—
22,388
9,607
13,433

—
—
8,045,591
3,438,697
4,729,391

8,729
776
10,403
9,907
12,609

4,481,163
419,580
5,625,526
5,357,309
6,818,443

(1) Value realized represents the market value on the date of exercise in excess of the exercise price.

(2) Value realized represents the market value on the date of vesting.

Non-qualified deferred compensation

All U.S.-based NEOs were eligible to elect to defer the settlement of the RSUs awarded in whole or in part. The
following table sets forth information with respect to vested RSUs held by Messrs. McVey and DeLise as of
December 31, 2021, for which they have elected to defer the delivery of the underlying shares until the earlier of
(i) separation of service (within the meaning of Code Section 409A), subject to the six-month delay required
under Code Section 409A, (ii) a change of control of the Company and (iii) the calendar year in which the
applicable anniversary following vesting occurs:

Deferral Elections

Name

Richard M. McVey

Antonio L. DeLise

Award /
Deferral
Date
1/14/2011
1/19/2011
1/15/2013
1/15/2014
1/15/2015
1/15/2016
1/15/2017
1/15/2018
1/15/2019
1/15/2020
1/13/2012
1/15/2014
1/15/2015

Amount
Deferred
(#)
67,961
119,565
29,623
26,087
16,556
9,033
6,222
4,418
5,197
790
16,260
3,028
2,763

Re-deferral
Date
12/1/2015 1
12/1/2015 1
N/A 2
11/18/2019
N/A 2
N/A 2

N/A 2

10/18/2016 3
N/A 4
N/A 4

Deferral Period
(Years)
10
10
7
separation of service
5
5
separation of service
3
separation of service
separation of service
10
5
4

2022 Proxy Statement

EXECUTIVE COMPENSATION

(1) Mr. McVey took receipt of 23,106 and 14,945 shares from his January 14, 2011 and January 19, 2011 awards, respectively, in February

2022.

(2) Mr. McVey did not elect to re-defer his January 2013 and January 2015 RSU awards, and he began taking receipt of the underlying shares

in February 2021. He did not elect to re-defer his January 2016 and January 2018 RSU awards, and he began taking receipt of the
underlying shares in February 2022.

(3) Mr. DeLises shares will be delivered in August 2022, 6 months past his February 2022 separation of service (within the meaning of Code

Section 409A).

(4) Mr. DeLise did not elect to re-defer his January 15, 2014 and 2015 RSU awards. He began taking receipt of the shares underlying the

RSUs in February 2020 and the last tranches were delivered in January 2022.

The table below shows (i) the contributions made by each NEO during the fiscal year ended December 31, 2021,
(ii) aggregate earnings on each NEOs account balance during the fiscal year ended December 31, 2021, (iii) the
aggregate amount of withdrawals or distributions made for each NEO and (iv) the aggregate balance of each of
our NEOs as of December 31, 2021:

2021 Non-qualified Deferred Compensation Table

Executive
Contributions
in Last Fiscal
Year 1,2
($)
2,631,474

—
55,500
—
350,000
—

Registrant
Contributions
in Last
Fiscal Year
($)

—

—
—
—
—
—

Aggregate
Earnings
in Last
Fiscal
Year 3,4
($)
(47,351,342)

62,729
3,767
—
(3,679,389)
—

Aggregate
Withdrawals/
Distributions
($)
13,397,650

—
—
—
1,051,766
—

Aggregate
Balance at
Last Fiscal
Year-End 5
($)
123,109,196

362,729
145,971
—
13,703,474
—

Name

Richard M. McVey
Christopher R.
Concannon
Christopher N. Gerosa
Kevin McPherson
Antonio L. DeLise
Nicholas Themelis

(1)

For Mr. McVey, reflects the market value of the Common Stock underlying 4,018 RSUs that vested on January 31, 2021 and 790 RSUs that
vested on February 15, 2021 based on the closing price of our Common Stock on such dates of $540.76 and $552.55, respectively. In
addition, it includes the value of amounts accrued and unpaid under dividend equivalent rights in 2018 through 2020 as of such vesting
dates. The dividend equivalents are equal in amount to the ordinary cash dividends paid to the holders of our Common Stock in 2018
through 2020 and will be paid when Mr. McVey takes receipt of the underlying shares of the applicable RSUs.

(2) Executive contributions for Mr. Gerosa and Mr. DeLise include $55,500 and $350,000, respectively, that were voluntarily deferred from
their 2021 cash bonuses under the non-qualified deferred cash plan. Their full cash bonus amounts are reported in the Summary
Compensation Table for 2021.

(3) Aggregate Earnings with respect to vested and undelivered RSUs include changes in the market value of the shares of Common Stock

underlying the RSUs based on the difference of the closing price of our Common Stock on December 31, 2021 of $411.27 and the closing
price of our Common Stock on the date of vesting, as well as the value of amounts accrued under a dividend equivalent right in 2021
that were unpaid as of December 31, 2021. Additionally, Aggregate Earnings include the difference in value of shares of Common Stock
underlying the RSUs deferred by Mr. DeLise in 2012, 2014 and 2015 and by Mr. McVey in 2011, 2013, 2014, 2015, 2016, 2017, 2018, 2019
and 2020 at Fiscal Year End 2021 versus Fiscal Year End 2020, as well as the value of accrued but unpaid dividend equivalents. These
amounts are not included in the Summary Compensation table because plan earnings were not preferential or above market.

(4) Mr. Concannons aggregate earnings of $62,729 and Mr. Gerosas aggregate earnings of $3,767 represent returns incurred through the
non-qualified deferred cash plan. Earnings of $553,191 were added to Mr. DeLises Aggregate Earnings for 2021 representing the
returns he incurred through the non-qualified deferred cash plan.

(5) The value of the Aggregate Balance at Last Fiscal Year End for the RSUs was determined by adding all Executive Contributions for Fiscal
Year-End 2021 to any Aggregate Earnings for Fiscal Year 2021 and the Aggregate Balance at Last Fiscal Year-End as previously reported
for year-end 2020, which was $181,226,715 for Mr. McVey, $300,000 for Mr. Concannon and $18,084,629 for Mr. DeLise. Mr. Gerosa had
a balance of $86,704 under the non-qualified deferred cash plan prior to his becoming an NEO.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Employment agreements and severance arrangements with our Named
Executive Officers

Richard M. McVey employment agreement

Effective November 6, 2018, Mr. McVey and the Company entered into an amendment to his employment
agreement (the CEO Employment Agreement) providing for an initial term ending on January 15, 2025 with
successive one-year automatic renewals unless either party elects not to extend the term at least 90 days prior
to the last day of the term.

The CEO Employment Agreement provides that Mr. McVey will be employed by us as CEO and Chairman, and his
employment may be terminated by him or by the Company at any time. Mr. McVeys annual base salary under
the CEO Employment Agreement is a minimum of $500,000 per year.

Under the CEO Employment Agreement, Mr. McVey is eligible to receive an annual bonus in accordance with the
Companys annual performance incentive plan as is in effect from time to time and is entitled to participate in all
benefit plans and programs available to our other senior executives, at a level commensurate with other senior
management of the Company.

The CEO Employment Agreement provides for severance payments and benefits (subject to Mr. McVeys
execution of a waiver and general release) if Mr. McVeys employment is terminated under various conditions.
See below under Potential termination or change in control payments and benefits for a description of such
payments and benefits.

The Company does not provide tax reimbursements to executives in the event of a Change of Control. The CEO
Employment Agreement provides that if any payments or benefits paid or provided to him would be subject to,
or result in, the imposition of the excise tax imposed by Section 4999 of the Code, then the amount of such
payments will be automatically reduced to one dollar less than the amount that subjects such payment to the
excise tax, unless he would, on a net after-tax basis, receive less compensation than if the payment were not so
reduced. The CEO Employment Agreement further provides that any award gains and annual incentive awards
received by Mr. McVey are subject to potential clawback under policies adopted by the Company to comply with
applicable law, rules or other regulatory requirements.

For purposes of the CEO Employment Agreement, Cause Event generally means Mr. McVeys:

• willful misconduct or gross negligence in the performance of his duties;

• conviction of, or plea of guilty or nolo contendere to, a crime relating to us or any of our affiliates, or any felony;

• material breach of his employment agreement or any other material written agreement with us.

For purposes of the CEO Employment Agreement, Good Reason generally means:

• Mr. McVeys no longer holding the title of Chief Executive Officer, or the failure of the Board to nominate him

as a director or, once elected to the Board, the failure of the Board to elect him as Chairman;

• a material diminution in his duties, authorities or responsibilities or the assignment of duties or

responsibilities materially adversely inconsistent with his then-current position (other than as a result of his
ceasing to be a director);

• our material breach of his employment agreement;

• a relocation of his principal place of business of more than 50 miles; or

• our failure to obtain a reasonably satisfactory written agreement from any successor to all or substantially all

of our assets to assume and agree to perform our obligations under his employment agreement.

2022 Proxy Statement

EXECUTIVE COMPENSATION

For purposes of the CEO Employment Agreement, Change in Control generally means:

• an acquisition representing 50% or more of the combined voting power of our then outstanding securities;

• a change in the majority of the members of our Board during any two-year period, unless such members are

approved by two-thirds of the Board members who were members at the beginning of such period or
members whose nominations were so approved;

• our merger or consolidation, other than (a) a transaction resulting in our voting securities outstanding

immediately prior thereto continuing to represent more than 50% of the combined voting power of the voting
securities of such surviving entity immediately after such transaction or (b) a transaction effected to
implement a recapitalization (or similar transaction) in which no person acquires more than 50% of the
combined voting power of our then outstanding securities; or

• our stockholders approval of a plan of complete liquidation or the consummation of the sale or disposition of
all or substantially all of our assets other than (a) the sale or disposition of all or substantially all of our assets
to a beneficial owner of 50% or more of the combined voting power of our outstanding voting securities at the
time of the sale or (b) pursuant to a spinoff type transaction of such assets to our stockholders.

Christopher Concannon employment agreement

On January 7, 2019, the Company entered into an employment letter agreement (the President Employment
Agreement), effective as of January 22, 2019, with Christopher Concannon, pursuant to which Mr. Concannon
became the Companys President and Chief Operating Officer.

The President Employment Agreement provides that Mr. Concannon will be employed by the Company as the
COO for an initial five-year term with successive one-year automatic renewals unless either party elects not to
extend the term at least 90 days prior to the last day of the term. Under the President Employment Agreement,
Mr. Concannons minimum annual base salary is $500,000 per year and he is eligible to receive an annual bonus
in accordance with the Companys annual performance incentive plan as in effect from time to time and annual
equity grants on terms and conditions determined by the Compensation Committee in its sole discretion.

The President Employment Agreement provides that Mr. Concannons employment may be terminated by him
or by the Company at any time. The President Employment Agreement provides for severance payments and
benefits (subject to Mr. Concannons execution of a waiver and general release) if Mr. Concannons employment
is terminated under various conditions. See below under Potential termination or change in control payments
and benefits for a description of such payments and benefits.

For purposes of the President Employment Agreement, the terms Cause Event, Change in Control, and Good
Reason generally have the same meaning as defined in the CEO Employment Agreement, except that (i) Cause
Event also means intentional failure or refusal to follow a lawful and proper direction of the Board, the
Company or the CEO or any other conduct that is reasonably likely to have a material adverse effect on the
business, assets or reputation of the Company, and (ii) Good Reason refers to Mr. Concannon no longer holding
the title of President.

The President Employment Agreement provides that if any payments or benefits paid or provided to
Mr. Concannon would be subject to, or result in, the imposition of the excise tax imposed by Code Section 4999,
then the amount of such payments will be automatically reduced to one dollar less than the amount that
subjects such payment to the excise tax, unless Mr. Concannon would, on a net after-tax basis, receive less
compensation than if the payment were not so reduced. The President Employment Agreement further provides
that any award gains and annual incentive awards received by Mr. Concannon will be subject to potential
clawback under policies adopted by the Company to comply with applicable law, rules or other regulatory
requirements.

2022 Proxy Statement

EXECUTIVE COMPENSATION

In connection with entering into the President Employment Agreement, Mr. Concannon also executed a
Proprietary Information and Non-Competition Agreement and the Companys standard form of Indemnification
Agreement.

Severance protection agreements

Messrs. DeLise, Gerosa, McPherson and Themelis do not have employment agreements with us but are entitled
to severance payments and benefits under their respective severance protection agreements (the Severance
Protection Agreements or the SPAs), which provide for severance payments and benefits (subject to such
executives execution of a waiver and general release) if such executives employment is terminated under
various conditions. See below under Potential termination or change in control payments and benefits for a
description of such payments and benefits.

For purposes of the Severance Protection Agreements, Cause generally means such executives:

• willful misconduct, gross misconduct, or gross negligence in the performance of such executives duties;

• conviction of, or plea of guilty or nolo contendere to, a crime relating to us or any of our affiliates, or any felony;

• material breach of any material written agreement (including such executives proprietary information and

non-competition agreement) with us or on of our written policies signed by such executive;

• intentional failure or refusal to follow a lawful and proper direction of the Board or the CEO; or

• any other conduct by the executive, whether or not in the course of performing the executives responsibilities
to the Company, that has or is reasonably likely to have a material adverse effect on the business, assets or
reputation of the Company.

For purposes of the Severance Protection Agreements, Good Reason generally means the occurrence of any of
the following:

• an adverse change in such executives title

• a material diminution in such executives duties, authorities or responsibilities or the assignment of duties or

responsibilities materially adversely inconsistent with such executives then-current position;

• a reduction in such executives base salary or annual target incentive bonus (as a percentage of base salary)

• a relocation of such executives principal place of business of more than 50 miles;

• we provide written notice of our intent not to renew the applicable Severance Protection Agreement;

• our failure to obtain a reasonably satisfactory written agreement from any successor to all or substantially all
of our assets to assume and agree to perform our obligations under the Severance Protection Agreement.

For purposes of the Severance Protection Agreements, the term Change in Control generally has the same
meaning as defined in the CEO Employment Agreement.

Proprietary information and non-competition agreements

Each of our U.S.-based NEOs has entered into, and is subject to the terms of, a Proprietary Information and Non-
Competition Agreement with us that contains, among other things, (i) certain provisions prohibiting disclosure of
our confidential information without our prior written consent, (ii) certain non-competition provisions that
restrict their engaging in certain activities that are competitive with us during their employment and for one year
thereafter for Messrs. McVey, Concannon, McPherson and Themelis and six months thereafter for Messrs.
DeLise and Gerosa, (iii) certain non-solicitation provisions that restrict their recruiting, soliciting or hiring our
non-clerical employees or consultants during their employment and for two years thereafter and (iv) certain non-

2022 Proxy Statement

EXECUTIVE COMPENSATION

solicitation provisions that restrict their soliciting any person or entity to terminate, cease, reduce or diminish
their relationship with us, during their employment and for two years thereafter for Messrs. McVey and
Concannon and one year thereafter for Messrs. DeLise, Gerosa, McPherson and Themelis.

DeLise Consulting Services Agreement and Side Letter Agreement

In connection with the transition of the Chief Financial Officer role and in order to promote continuity and
efficiency, the Company entered into a Consulting Services Agreement in February 2022 with Mr. DeLise that will
continue until January 2023, unless earlier terminated: (i) at any time upon the mutual written consent of the
Company and Mr. DeLise; (ii) upon written notice to either the Company or Mr. DeLise of a material breach of the
agreement; or (iii) with five days written notice by either party for any reason. The term of the agreement may
be extended by mutual agreement of the Company and Mr. DeLise. Mr. DeLise also agreed to serve as a director
of one of our subsidiaries for no compensation.

Pursuant to its terms, Mr. DeLise receives a fee of $500 per hour of service.

Mr. DeLises consulting services include assistance with the Companys ongoing income tax examinations
described in Note 9 to the Companys Consolidated Financial Statements included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2021, exit and decommissioning of two of the Companys
former offices, and other duties as assigned.

Mr. DeLise and the Company also entered into a side letter agreement in February 2022 that provides that if,
prior to January 2024, Mr. DeLise is both removed from the board of one of the Companys subsidiaries and the
Company terminates the Consulting Services Agreement other than for Cause, then he will receive a cash
payment of $137,250.

Mr. DeLises outstanding unvested equity will continue to vest, in accordance with the existing award agreements
without modification.

Themelis Consulting Services Agreement and Separation Agreement

In connection with the transition of the Chief Information Officer role and in order to promote continuity and
efficiency, the Company entered into a Consulting Services Agreement in April 2022 with Mr. Themelis that will
continue until February 2023, unless earlier terminated: (i) at any time upon the mutual written consent of the
Company and Mr. Themelis; or (ii) upon the Company terminating Mr. Themelis for Cause. The term of the
agreement may be extended by mutual agreement of the Company and Mr. Themelis.

Pursuant to its terms, Mr. Themelis will receive a monthly consulting fee of $29,500. If the Agreement is
terminated early, including by the Company for Cause, no additional payments will be due and payable.

Mr. Themelis consulting services include assistance transitioning the Chief Information Officer role to his
successor, advising on the ongoing software development lifecycle process and other duties as assigned.

Pursuant to the terms of a Separation Agreement between Mr. Themelis and the Company and in consideration
of Mr. Themelis 2022 service as an employee, he is eligible to earn a performance-based cash incentive with a
target of $250,000, which is tied to pre-established performance conditions that include the successful and
timely completion of critical platform enhancements as well as assisting with the transition of his successor.

Mr. Themelis outstanding unvested equity will continue to vest, in accordance with the existing award
agreements without modification.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Potential termination or change in control payments and benefits

Each of the NEOs is entitled to certain payments and benefits pursuant to their employment agreements and/or
other agreements, as applicable, entered into between us and such executive upon a termination of such
executives employment in certain circumstances or in the event of a change in control of the Company. For
Messrs. McVey and Concannon, their rights upon certain termination or change in control events: (a) to base
salary continuation, bonus and healthcare benefits are governed by the CEO Employment Agreement and
President Employment Agreement, respectively; and (b) to vesting of unvested equity awards are governed by
their equity award agreements. For Messrs. Gerosa and McPherson, their rights upon certain termination or
change in control events are governed by their applicable Severance Protection Agreement or where more
favorable, their applicable equity award agreements. For Messrs. DeLise and Themelis, their rights upon certain
termination or change in control events were governed by their applicable Severance Protection Agreement or
where more favorable, their applicable equity award agreements. The benefits described herein are subject to
the applicable NEOs, his estates or his legal guardians, as applicable, execution of a general release of claims
and covenant not to sue.

The following tables estimate the payments we would be obligated to make to each of our NEOs as a result of
such NEOs termination or resignation under the circumstances shown or because of a change in control, in each
case assuming such event had occurred on December 31, 2021. We have calculated these estimated payments
to meet SEC disclosure requirements. The estimated payments are not necessarily indicative of the actual
amounts any of our NEOs would receive in such circumstances. The table excludes (i) compensation amounts
accrued through December 31, 2021 that would be paid in the normal course of continued service, such as
accrued but unpaid salary, and (ii) vested account balances under our 401(k) Plan that are generally available to
all of our salaried employees. Where applicable, the information in the table uses a price per share for our
Common Stock of $411.27, the closing price on December 31, 2021.

Messrs. DeLise and Themelis transitioned to consulting roles in 2022. Please refer to Employment agreements
and severance arrangements with our Named Executive Officers for more information.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Payments and Benefits for Mr. McVey

Termination
for Cause or
Without
Good Reason
—
—
—

Prior to CIC
Termination1

Following CIC
Termination1

CIC Trigger1
(No
Termination)

Enhanced
Non-CCPP
Termination1

$1,000,000
$2,760,000
$63,570

—
—
—

$1,000,000
$2,760,000
$47,677

Death or
Disability
CCPP
Termination1
$1,000,000
$2,760,000
$63,570

Death or
Disability
Non-CCPP
Termination1
$500,000
$1,380,000
$31,785

Non-
Extension
Non-CCPP
Termination1
$500,000
$1,380,000
$31,785

—

$15,522,152

$16,991,209

$7,761,076

$16,256,681

—

$1,911,172

$1,350,199

$674,894

$2,358,633

—

$955,586

$1,350,199

$1,516,764

$21,159,494

$21,425,680

$266,186

$21,159,494

$10,712,840

—

$40,505,216

$46,176,724

$22,877,400

$32,728,248

$34,615,640

$32,703,855

$1,911,785

Base Salary 2
Bonus 3
Health Benefits 4
Unvested Restricted
Stock 5
Unvested
Performance
Shares 6
Unvested
Performance Stock
Units 7
Unvested Restricted
Stock Units 8
Unvested Stock
Options 9
Total

(1) A Prior to CIC Termination occurs if Mr. McVey resigns for Good Reason or his employment is terminated for any reason other than his

resignation without Good Reason (including due to his providing a notice of non-extension of the term of the CEO Employment
Agreement at least 90 days prior to the end of the term (a Non-Extension Notice)), or by us for Cause, in any case, within three months
prior to a change in control event within the meaning of Section 409A of the Code (such period, a Prior Change in Control Protection
Period or a Prior CCPP). A Following CIC Termination occurs if Mr. McVey resigns for Good Reason or his employment is terminated
for any reason other than his resignation without Good Reason (including due to his providing a Non-Extension Notice), or by us for
Cause, in any case, within (a) 18 months (for base salary, bonus and healthcare) and (b) 24 months (for equity awards), in each case,
after a Change in Control as defined in the CEO Employment Agreement (such period, combined with a Prior CCPP, a CCPP). A CIC
Trigger occurs if, immediately prior to a Change in Control, the Compensation Committee determines that the applicable equity award
will not be continued, assumed or have new rights substituted therefor in accordance with the applicable incentive plans. An Enhanced
Non-CCPP Termination occurs if Mr. McVeys employment is terminated outside of a CCPP for any reason other than: (a) his death, (b)
his voluntary resignation without Good Reason (including due to his providing a Non-Extension Notice), (c) due to our providing a Non-
Extension Notice, (d) by us as a result of his having a disability or (e) for Cause. A Death or Disability CCPP Termination occurs if Mr.
McVeys employment is terminated during a CCPP due to his death or by us as a result of his having a disability. A Death or Disability
Non-CCPP Termination occurs if Mr. McVeys employment is terminated outside of a CCPP due to his death or by us as a result of his
having a disability. A Non-Extension Non-CCPP Termination occurs if Mr. McVeys employment is terminated outside a CCPP due to our
providing a Non-Extension Notice. An Average Bonus for Mr. McVey means the average of his annual bonus amounts received for the
Companys three fiscal years immediately preceding the termination.

(2) Represents the continued payment of base salary: (a) upon a Prior to CIC Termination, a Following CIC Termination, an Enhanced Non-

CCPP Termination or a Death or Disability CCPP Termination for 24 months; and (b) upon a Death or Disability Non-CCPP Termination or
a Non-Extension Non-CCPP Termination, for 12 months.

(3) Represents a bonus: (a) upon a Prior to CIC Termination, a Following CIC Termination, an Enhanced Non-CCPP Termination or a Death or
Disability CCPP Termination, in the amount of two times Mr. McVeys Average Bonus, payable in 24 monthly installments; and (b) upon a
Death or Disability Non-CCPP Termination or a Non-Extension Non-CCPP Termination, in the amount of one times Mr. McVeys Average
Bonus, payable in 12 monthly installments.

(4) Represents healthcare coverage: (a) upon a Prior to CIC Termination, a Following CIC Termination or a Death or Disability CCPP

Termination, for 24 months; (b) for an Enhanced Non-CCPP Termination, for 18 months; and (c) upon a Death or Disability Non-CCPP
Termination or a Non-Extension Non-CCPP Termination, for 12 months.

(5) Represents the value of the unvested restricted stock issued to Mr. McVey upon the settlement of performance shares granted to him in

January 2018, as part of his multi-year award (the McVey 2018 Multi-Year), and in January 2019 (the McVey 2019 Annual) and January
2020 (the McVey 2020 Annual), each as part of his annual award, which will vest as follows: (a) for the McVey 2018 Multi-Year, (i) upon a
Prior to CIC Termination, a Following CIC Termination, a CIC Trigger, a Death or Disability CCPP Termination or a Death or Disability Non-
CCPP Termination, his unvested restricted stock shall fully vest; and (ii) upon an Enhanced Non-CCPP Termination, half of his restricted
stock shall vest; and (b) for the McVey 2019 Annual and McVey 2020 Annual, (i) upon a Following CIC Termination or a CIC Trigger, his
unvested restricted stock shall fully vest; and (ii) upon a Death or Disability CCPP Termination or a Death or Disability Non-CCPP
Termination, half of his restricted stock shall vest.

2022 Proxy Statement

EXECUTIVE COMPENSATION

(6) Represents the target value of the unvested performance shares granted to Mr. McVey in January 2020 as part of his annual award (the
McVey 2020 Annual), which will vest as follows (a) upon a Following CIC Termination or a CIC Trigger, his unvested performance shares
shall fully vest; provided that, with respect to a Following CIC Termination, the performance stock would only vest if Mr. McVey is
terminated without Cause in the period following a Change in Control and (b) upon a Death or Disability CCPP Termination or a Death or
Disability Non-CCPP Termination, half of his unvested performance shares shall vest.

(7) Represents the target value of the unvested performance stock units granted to Mr. McVey in January 2021 as part of his annual award

(the McVey 2021 Annual and together with the McVey 2019 Annual and McVey 2020 Annual, the McVey Annual Awards), which will
fully vest upon a Following CIC Termination, a CIC Trigger, a Death or Disability CCPP Termination or a Death or Disability Non-CCPP
Termination; provided that, with respect to a Following CIC Termination, the performance stock units would only vest if Mr. McVey is
terminated without Cause in the period following a Change in Control.

(8) Represents the value of the unvested restricted stock units granted to Mr. McVey as part of the McVey Annual Awards, which will vest as
follows: (a) for the McVey 2019 Annual and McVey 2020 Annual, (i) upon a Following CIC Termination or a CIC Trigger, his unvested
restricted stock units shall fully vest; and (ii) upon a Death or Disability CCPP Termination or a Death or Disability Non-CCPP Termination,
half of his unvested restricted stock units shall vest; and (b) for the McVey 2021 Annual, upon a Following CIC Termination, a CIC Trigger,
a Death or Disability CCPP Termination or a Death or Disability Non-CCPP Termination, his unvested restricted stock units shall fully vest;
provided that, with respect to a Following CIC Termination, the performance stock units would only vest if Mr. McVey is terminated
without Cause in the period following a Change in Control.

(9) Represents the value of the unvested stock options granted to Mr. McVey as part of the McVey 2018 Multi-Year, the McVey 2020 Annual
and the McVey 2021 Annual, which will vest as follows: (a) for the McVey 2018 Multi-Year, (i) upon a Prior to CIC Termination, a Following
CIC Termination, or an Enhanced Non-CIC Termination, his unvested stock options shall fully vest; and (ii) upon a Death or Disability
CCPP Termination or a Death or Disability Non-CCPP Termination, half of his unvested stock options shall vest; (b) for the McVey 2020
Annual, (i) upon a Following CIC Termination or a CIC Trigger, his unvested stock options shall fully vest; and (ii) upon a Death or
Disability CCPP Termination or a Death or Disability Non-CCPP Termination, half of his unvested stock options shall vest; and (c) for the
McVey 2021 Annual, upon a CIC Trigger, a Death or Disability CCPP Termination or a Death or Disability Non-CCPP Termination, his
unvested stock options shall fully vest, but have no impact on the value presented in the table above because it is presented as of
December 31, 2021 and the stock options had an exercise price greater than the closing market price of a share of our Common Stock
on such date.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Payments and Benefits for Mr. Concannon

Termination for
Cause or
Without Good
Reason
—
—
—

Death or
Disability CCPP
Termination1

$1,000,000
$3,000,000
$47,677

Death or
Disability Non-
CCPP
Termination1
$500,000
$1,500,000
$31,785

CCPP Without
Cause or for
Good Reason
Termination1
$1,000,000
$3,000,000
$47,677

Non-CCPP
Without Cause
or for Good
Reason1
$1,000,000
$3,000,000
$47,677

CIC Trigger1
(No
Termination)

Non-Extension
Termination1

—
—
—

$500,000
$1,500,000
$31,785

—

$7,778,761

$3,889,380

$7,778,761

$623,280

$1,246,559

$950,856

—

$1,246,559

$950,856

$5,972,257

$6,383,733

$5,085,354

$6,383,733

$4,869,303

$9,738,607

—

$24,242,135

$22,226,242

$30,146,193

$22,761,018

$16,359,909

$2,031,785

Base Salary 2
Bonus 3
Health Benefits 4
Unvested
Restricted Stock 5
Unvested
Performance
Shares 6
Unvested
Performance
Stock Units 7
Unvested
Restricted Stock
Units 8
Unvested Stock
Options 9
Total

(1) A Death or Disability CIC Termination occurs upon Mr. Concannons death or disability during a CCPP (as defined in footnote (1) to the
Payments and Benefits for Mr. McVey table). A Death or Disability Non-CCPP Termination occurs upon Mr. Concannons death or
disability outside of a CCPP. A CCPP Without Cause or for Good Reason Termination occurs upon: (i) a termination by Mr. Concannon
for Good Reason during a Prior CCPP (as defined in footnote (1) to the Payments and Benefits for Mr. McVey table); or (ii) the Company
terminates Mr. Concannon without Cause or a termination by Mr. Concannon for Good Reason during the portion of a CCPP that is not
a Prior CCPP. A Non-CCPP Without Cause or for Good Reason Termination means a termination by the Company without Cause or by
Mr. Concannon for Good Reason that is not a CCPP Without Cause or for Good Reason Termination. A CIC Trigger occurs if,
immediately prior to a Change in Control, the Compensation Committee determines that the applicable equity award will not be
continued, assumed or have new rights substituted therefor in accordance with the applicable incentive plans. A Non-Extension
Termination occurs if Mr. Concannons employment is terminated due to our providing a Non-Extension Notice (as defined in footnote
(1) to the Payments and Benefits for Mr. McVey table, except with respect to the President Employment Agreement). An Average
Bonus for Mr. Concannon means the average of his annual bonus amounts received in 2019 and 2020.

(2) Represents the continued payment of base salary: (a) upon a Death or Disability CIC Termination, a CCPP Without Cause or for Good

Reason Termination or a Non-CCPP Without Cause or for Good Reason Termination, for 24 months; and (b) upon a Death or Disability
Non-CCPP Termination or a Non-Extension Termination, for 12 months.

(3) Represents a bonus: (a) upon a Death or Disability CIC Termination, a CCPP Without Cause or for Good Reason Termination or a Non-
CCPP Without Cause or for Good Reason Termination, in the amount of two times Mr. Concannons Average Bonus, payable in 24
monthly installments; and (b) upon a Death or Disability Non-CCPP Termination or a Non-Extension Termination, in the amount of one
times Mr. Concannons Average Bonus, payable in 12 monthly installments.

(4) Represents healthcare coverage: (a) upon a Death or Disability CIC Termination, a CCPP Without Cause or for Good Reason Termination

or a Non-CCPP Without Cause or for Good Reason Termination, for 18 months; and (b) upon a Death or Disability Non-CCPP
Termination or a Non-Extension Termination, for 12 months.

(5) Represents the value of the unvested restricted stock issued to Mr. Concannon upon the settlement of performance shares granted to

him in January 2019, as part of his sign on award (the Concannon Sign On), which will vest as follows: (a) upon a Death or Disability CIC
Termination, a Death or Disability Non-CCPP Termination, a CCPP Without Cause or For Good Reason Termination or a CIC Trigger, his
unvested restricted stock shall fully vest; and (b) upon a Non-CCPP Without Cause or For Good Reason Termination, half of his restricted
stock shall vest.

(6) Represents the target value of the unvested performance shares granted to Mr. Concannon in January 2020 as part of his annual award
(the Concannon 2020 Annual), which will vest as follows: (a) upon a CCPP Without Cause or for Good Reason Termination or a CIC
Trigger, his unvested performance shares shall fully vest; provided that the unvested performance shares would not vest if his
employment was terminated by him for Good Reason; and (b) upon a Death or Disability CIC Termination or a Death or Disability Non-
CCPP Termination, half of his unvested performance shares shall vest.

(7) Represents the target value of the unvested performance stock units granted to Mr. Concannon in January 2021 as part of his annual

award (the Concannon 2021 Annual, together with the Concannon 2020 Annual, the Concannon Annual Awards), which will fully vest
upon a CCPP Without Cause or For Good Reason Termination, a Death or Disability CIC Termination, a Death or Disability Non-CCPP

2022 Proxy Statement

EXECUTIVE COMPENSATION

Termination or a CIC Trigger; provided that, with respect to a CCPP Without Cause or for Good Reason Termination, the unvested
performance stock units would not vest if his employment was terminated by him for Good Reason.

(8) Represents the value of the unvested restricted stock units granted to Mr. Concannon as part of the Concannon Sign On and the

Concannon Annual Awards, which will vest as follows: (a) for the Concannon Sign On, upon a Death or Disability CIC Termination, a
Death or Disability Non-CCPP Termination, a CCPP Without Cause or For Good Reason Termination, a Non-CCPP Without Cause or For
Good Reason Termination or a CIC Trigger, his unvested restricted stock units shall fully vest; (b) for the Concannon 2020 Annual, (i)
upon a CCPP Without Cause or For Good Reason Termination or a CIC Trigger, his unvested restricted stock units shall fully vest;
provided that, with respect to a CCPP Without Cause or for Good Reason Termination, the unvested restricted stock units would not vest
if his employment was terminated by him for Good Reason; and (ii) upon a Death or Disability CIC Termination, a Death or Disability
Non-CCPP Termination, half of his unvested restricted stock units shall vest; and (c) for the Concannon 2021 Annual, upon a CCPP
Without Cause or For Good Reason Termination, Death or Disability CIC Termination, a Death or Disability Non-CCPP Termination or a
CIC Trigger, his unvested restricted stock units shall fully vest; provided that, with respect to a CCPP Without Cause or for Good Reason
Termination, the unvested restricted stock units would not vest if his employment was terminated by him for Good Reason.

(9) Represents the value of the unvested stock options granted to Mr. Concannon as part of the Concannon Sign On and Concannon 2021
Annual, which will vest as follows: (a) for the Concannon Sign On, (i) upon a CCPP Without Cause or For Good Reason Termination or a
Non-CCPP Without Cause or For Good Reason Termination, his unvested stock options shall fully vest; and (ii) upon a Death or Disability
CIC Termination, a Death or Disability Non-CCPP Termination, half of his unvested stock options shall vest; and (b) for the Concannon
2021 Annual, upon a CCPP Without Cause or For Good Reason Termination, a Death or Disability CIC Termination, a Death or Disability
Non-CCPP Termination or a CIC Trigger, his unvested stock options shall fully vest, but have no impact on the value presented in the
table above because it is presented as of December 31, 2021 and the stock options had an exercise price greater than the closing
market price of a share of our Common Stock on such date; provided that, with respect to a CCPP Without Cause or for Good Reason
Termination, the unvested stock options would not vest if his employment was terminated by him for Good Reason.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Severance 2
Pro Rata Bonus 3
Health Benefits 4
Unvested Restricted Stock 5
Unvested Performance Stock Units 6
Unvested Restricted Stock Units 7
Unvested Stock Options 8
Total

Payments and Benefits for Mr. Gerosa

Termination for
Cause or Without
Good Reason
—
—
—
—
—
—
—
—

CIC Termination1

CIC Trigger1
(No Termination)

Non-CIC
Termination1

$892,500
$295,000
$48,122
$110,632
$440,059
$458,566
—
$2,244,878

—
—
—
$110,632
$440,059
$458,566
—
$1,009,257

$595,000
$295,000
$32,081
$77,730
—
$155,049
—
$1,154,860

Death or
Disability

$297,500
$147,500
$32,081
$110,632
$440,059
$458,566
—
$1,486,338

(1) A CIC Termination, occurs upon termination by the Company without Cause or a termination by the applicable NEO for Good Reason
during the period beginning on the effective date of a Change in Control and ending on the second anniversary following such effective
date (such period, a Protection Period). A CIC Trigger occurs if, immediately prior to a Change in Control, the Compensation
Committee determines that the applicable equity award will not be continued, assumed or have new rights substituted therefor in
accordance with the applicable incentive plans. An Non-CIC Termination occurs either upon (a) a termination by the Company without
Cause prior to a Change in Control, or (b) a termination by the Company without Cause or a termination by the applicable NEO for Good
Reason following the expiration of a Protection Period. The applicable NEOs Average Annual Bonus means the average of his annual
bonus amounts earned and payable for the Companys three fiscal years immediately preceding the termination.

(2) Represents severance: (a) upon a CIC Termination, equal to one and a half times the sum of Mr. Gerosas base salary and his Average

Annual Bonus, payable in a lump sum; (b) upon a Non-CIC Termination, equal to one times the sum of Mr. Gerosas base salary and his
Average Annual Bonus, payable in regular installments over twelve months; and (c) upon death or disability, equal to half of the sum of
Mr. Gerosas base salary and his Average Annual Bonus, payable in a lump sum.

(3) Represents a pro rata bonus: (a) upon a CIC Termination or a Non-CIC Termination, equal to Mr. Gerosas Average Annual Bonus,
payable in a lump sum; and (b) upon death or disability, equal to half of his Average Annual Bonus, payable in a lump sum.

(4) Represents healthcare coverage: (a) upon a CIC Termination, for eighteen months; and (b) upon a Non-CIC Termination or upon death

or disability, for twelve months.

(5) Represents the value of the unvested restricted stock granted to Mr. Gerosa in January 2019 and January 2020, which will vest as follows:

(a) upon a CIC Termination, a CIC Trigger or upon death or disability, his restricted stock shall fully vest; and (b) upon a Non-CIC
Termination, his restricted stock shall continue to vest for a year from such termination.

(6) Represents the target value of the unvested performance stock units granted to Mr. Gerosa in January 2021, which will vest as follows:

(a) upon a CIC Termination, a CIC Trigger or death or disability, his unvested performance stock units shall fully vest; and (b) upon a Non-
CIC Termination, his performance stock units shall continue to vest for a year from such termination (but as such shares cliff vest in
January 2024, no performance stock units shall vest)

(7) Represents the value of the unvested restricted stock units granted to Mr. Gerosa in January 2021, February 2021 and August 2021,

which will vest as follows: (a) upon a CIC Termination, a CIC Trigger or death or disability, his unvested restricted stock units shall fully
vest; and (ii) upon a Non-CIC Termination, his unvested restricted stock units shall continue to vest for a year from such termination.

(8) Represents the value of the unvested stock options granted to Mr. Gerosa in August 2021, which will vest as follows: (a) upon a CIC

Termination, a CIC Trigger or death or disability, his unvested stock options shall fully vest, but have no impact on the value presented in
the table above because it is presented as of December 31, 2021 and the stock options had an exercise price greater than the closing
market price of a share of our Common Stock on such date; and (b) upon a Non-CIC Termination, his unvested stock options shall
continue to vest for a year from such termination, but have no impact on the value presented in the table above because it is presented
as of December 31, 2021 and the stock options had an exercise price greater than the closing market price of a share of our Common
Stock on such date

2022 Proxy Statement

EXECUTIVE COMPENSATION

Severance 2
Pro Rata Bonus 3
Health Benefits 4
Unvested Restricted Stock 5
Unvested Performance Shares 6
Unvested Performance Stock Units 7
Unvested Restricted Stock Units 8
Total

Payments and Benefits for Mr. McPherson

Termination for
Cause or Without
Good Reason
—
—
—
—
—
—
—
—

CIC Termination1

CIC Trigger1
(No Termination)

Non-CIC
Termination1

$2,150,000
$1,133,333
$48,122
$141,066
$332,306
$532,595
$909,318
$5,246,739

—
—
—
$141,066
$332,306
$532,595
$909,318
$1,915,284

$1,433,333
$1,133,333
$32,081
$141,066
—
—
$448,284
$3,188,098

Death or
Disability

$716,667
$566,667
$32,081
$141,066
$332,306
$532,595
$909,318
$3,230,699

(1) Refer to footnote (1) under the Payments and Benefits Payable to Mr. Gerosa table for applicable definitions.

(2) Represents severance: (a) upon a CIC Termination, equal to one and a half times the sum of Mr. McPhersons base salary and his

Average Annual Bonus, payable in a lump sum; (b) upon a Non-CIC Termination, equal to one times the sum of Mr. McPhersons base
salary and his Average Annual Bonus, payable in regular installments over twelve months; and (c) upon death or disability, equal to half
of the sum of Mr. McPhersons base salary and his Average Annual Bonus, payable in a lump sum.

(3) Represents a pro rata bonus: (a) upon a CIC Termination or a Non-CIC Termination, equal to Mr. McPhersons Average Annual Bonus,

payable in a lump sum; and (b) upon death or disability, equal to half of his Average Annual Bonus, payable in a lump sum.

(4) Represents healthcare coverage: (a) upon a CIC Termination, for eighteen months; and (b) upon a Non-CIC Termination or upon death

or disability, for twelve months.

(5) Represents the value of the unvested restricted stock issued to Mr. McPherson upon the settlement of performance shares granted to
him in January 2019, which will vest as follows: (a) upon a CIC Termination, a CIC Trigger or upon death or disability, his restricted stock
shall fully vest; and (b) upon a Non-CIC Termination, his restricted stock shall continue to vest for a year from such termination.

(6) Represents the target value of the unvested performance shares granted to Mr. McPherson in January 2020, which will vest as follows:

(a) upon a CIC Termination, a CIC Trigger or death or disability, his unvested performance shares shall fully vest; and (b) upon a Non-CIC
Termination, his performance shares shall continue to vest for a year from such termination (but as such shares cliff vest in January
2023, no shares shall vest).

(7) Represents the target value of the unvested performance stock units granted to Mr. McPherson in January 2021, which will vest as

follows: (a) upon a CIC Termination, a CIC Trigger or death or disability, his unvested performance stock units shall fully vest; and (b)
upon a Non-CIC Termination, his performance stock units shall continue to vest for a year from such termination (but as such shares
cliff vest in January 2024, no performance stock units shall vest).

(8) Represents the value of the unvested restricted stock units granted to Mr. McPherson in January 2019, January 2020 and January 2021,

which will vest as follows: (a) upon a CIC Termination, a CIC Trigger or death or disability, his unvested restricted stock units shall fully
vest; and (b) upon a Non-CIC Termination, his unvested restricted stock units shall continue to vest for a year from such termination.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Severance 2
Pro Rata Bonus 3
Health Benefits 4
Unvested Restricted Stock 5
Unvested Performance Shares 6
Unvested Performance Stock Units 7
Unvested Restricted Stock Units 8
Total

Payments and Benefits for Mr. DeLise

Termination for
Cause or Without
Good Reason
—
—
—
—
—
—
—
—

CIC Termination1

CIC Trigger1
(No Termination)

Non-CIC
Termination1

$1,762,500
$875,000
$32,906
$156,694
$304,751
$456,510
$832,822
$4,421,182

—
—
—
$156,694
$304,751
$456,510
$832,822
$1,750,776

$1,175,000
$875,000
$21,937
$156,694
—
—
$431,011
$2,659,642

Death or
Disability

$587,500
$437,500
$21,937
$156,694
$304,751
$456,510
$832,822
$2,797,713

(1) Refer to footnote (1) under the Payments and Benefits Payable to Mr. Gerosa table for applicable definitions.

(2) Represents severance: (a) upon a CIC Termination, equal to one and a half times the sum of Mr. DeLises base salary and his Average

Annual Bonus, payable in a lump sum; (b) upon a Non-CIC Termination, equal to one times the sum of Mr. DeLises base salary and his
Average Annual Bonus, payable in regular installments over twelve months; and (c) upon death or disability, equal to half of the sum of
Mr. DeLises base salary and his Average Annual Bonus, payable in a lump sum.

(3) Represents a pro rata bonus: (a) upon a CIC Termination or a Non-CIC Termination, equal to Mr. DeLises Average Annual Bonus,
payable in a lump sum; and (b) upon death or disability, equal to half of his Average Annual Bonus, payable in a lump sum.

(4) Represents healthcare coverage: (a) upon a CIC Termination, for eighteen months; and (b) upon a Non-CIC Termination or upon Death

or Disability, for twelve months.

(5) Represents the value of the unvested restricted stock issued to Mr. DeLise upon the settlement of performance shares granted to him in
January 2019, which will vest as follows: (a) upon a CIC Termination, a CIC Trigger or upon death or disability, his restricted stock shall
fully vest; and (b) upon a Non-CIC Termination, his restricted stock shall continue to vest for a year from such termination.

(6) Represents the target value of the unvested performance shares granted to Mr. DeLise in January 2020, which will vest as follows: (a)

upon a CIC Termination, CIC Trigger or death or disability, his unvested performance shares shall fully vest; and (b) upon a Non-CIC
Termination, his performance shares shall continue to vest for a year from such termination (but as such shares cliff vest in January
2023, no shares shall vest).

(7) Represents the target value of the unvested performance stock units granted to Mr. DeLise in January 2021, which will vest as follows:

(8) Represents the value of the unvested restricted stock units granted to Mr. DeLise in January 2019, January 2020 and January 2021, which
will vest as follows: (a) upon a CIC Termination, a CIC Trigger or death or disability, his unvested restricted stock units shall fully vest; and
(b) upon a Non-CIC Termination, his unvested restricted stock units shall continue to vest for a year from such termination.

2022 Proxy Statement

EXECUTIVE COMPENSATION

Severance 2
Pro Rata Bonus 3
Health Benefits 4
Unvested Restricted Stock 5
Unvested Performance Shares 6
Unvested Performance Stock Units 7
Unvested Restricted Stock Units 8
Total

Payments and Benefits for Mr. Themelis

Termination for
Cause or Without
Good Reason
—
—
—
—
—
—
—
—

CIC Termination1

CIC Trigger1
(No Termination)

Non-CIC
Termination1

$2,237,500
$1,191,667
$48,122
$171,088
$387,828
$646,516
$1,093,156
$5,775,876

—
—
—
$171,088
$387,828
$646,516
$1,093,156
$2,298,588

$1,491,667
$1,191,667
$32,081
$171,088
—
—
$538,352
$3,424,855

Death or
Disability

$745,833
$595,833
$32,081
$171,088
$387,828
$646,516
$1,093,156
$3,672,336

(1) Refer to footnote (1) under the Payments and Benefits Payable to Mr. Gerosa table for applicable definitions.

(2) Represents severance: (a) upon a CIC Termination, equal to one and a half times the sum of Mr. Themelis base salary and his Average

Annual Bonus, payable in a lump sum; (b) upon a Non-CIC Termination, equal to one times the sum of Mr. Themelis base salary and his
Average Annual Bonus, payable in regular installments over twelve months; and (c) upon death or disability, equal to half of the sum of
Mr. Themelis base salary and his Average Annual Bonus, payable in a lump sum.

(3) Represents a pro rata bonus: (a) upon a CIC Termination or a Non-CIC Termination, equal to Mr. Themelis Average Annual Bonus,

payable in a lump sum; and (b) upon death or disability, equal to half of his Average Annual Bonus, payable in a lump sum.

(4) Represents healthcare coverage: (a) upon a CIC Termination, for eighteen months; and (b) upon a Non-CIC Termination or upon death

or disability, for twelve months.

(5) Represents the value of the unvested restricted stock issued to Mr. Themelis upon the settlement of performance shares granted to him
in January 2019, which will vest as follows: (a) upon a CIC Termination, a CIC Trigger or upon death or disability, his restricted stock shall
fully vest; and (b) upon a Non-CIC Termination, his restricted stock shall continue to vest for a year from such termination.

(6) Represents the target value of the unvested performance shares granted to Mr. Themelis in January 2020, which will vest as follows: (a)

upon a CIC Termination, a CIC Trigger or death or disability, his unvested performance shares shall fully vest; and (b) upon a Non-CIC
Termination, his performance shares shall continue to vest for a year from such termination (but as such shares cliff vest in January
2023, no shares shall vest).

(7) Represents the target value of the unvested performance stock units granted to Mr. Themelis in January 2021, which will vest as follows:
(a) upon a CIC Termination, a CIC Trigger or death or disability, his unvested performance stock units shall fully vest; and (b) upon a Non-
CIC Termination, his performance stock units shall continue to vest for a year from such termination (but as such shares cliff vest in
January 2024, no performance stock units shall vest).

(8) Represents the value of the unvested restricted stock units granted to Mr. Themelis in January 2019, January 2020 and January 2021,
which will vest as follows: (a) upon a CIC Termination, a CIC Trigger or death or disability, his unvested restricted stock units shall fully
vest; and (ii) upon a Non-CIC Termination, his unvested restricted stock units shall continue to vest for a year from such termination.

Compensation Committee interlocks and insider participation

The Compensation Committee is composed of three independent directors. No member of the Compensation
Committee is, or was during 2021, a current or former officer or employee of the Company or any of its
subsidiaries. Additionally, during 2021, none of our executive officers served on the board of directors or
compensation committee of any entity that had one or more of its executive officers serving on the Board or the
Compensation Committee of the Company.

2022 Proxy Statement

PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE
COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank
Act), the Company is providing its stockholders the opportunity to cast an advisory vote to approve the
compensation of the Companys NEOs. This proposal, commonly known as a Say-on-Pay proposal, gives the
Companys stockholders the opportunity to express their views on the NEOs compensation. We will include an
advisory vote on executive compensation on an annual basis at least until the next stockholder advisory vote on
the frequency of such votes.

As described in detail in the Compensation Discussion and Analysis above, the Companys NEO compensation
program is designed to attract, reward and retain the caliber of officers needed to ensure the Companys
continued growth and profitability.

The Company seeks to accomplish these goals in a manner that is aligned with the long-term interests of the
Companys stockholders. The Company believes that its NEO compensation program achieves this goal with its
emphasis on long-term equity awards and performance-based compensation, in addition to short-term (annual)
incentive awards, which has enabled the Company to successfully motivate and reward its NEOs. The Company
believes that its ability to retain its current high-performing team of seasoned executive officers is critical to its
continuing financial success and that its focus on the long-term interests of its NEOs aligns with the interests of
its stockholders.

We urge stockholders to read the letter from the Compensation Committee found on page 33 and the
Compensation, Discussion and Analysis beginning on page 34, which describe in more detail how our executive
compensation policies and procedures operate and are designed to achieve our compensation objectives, as
well as the Summary Compensation Table and other related compensation tables and narratives beginning on
page 61, which provide detailed information on the compensation of our NEOs. For these reasons, the Board
recommends a vote in favor of the following resolution:

RESOLVED, that the compensation paid to the Companys NEOs, as disclosed in the Companys proxy statement
for the 2022 Annual Meeting, pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis, compensation tables and narrative
discussion, is hereby APPROVED.

Your vote

As an advisory vote, this proposal is not binding upon the Company, our Board or our Compensation Committee.
Notwithstanding the advisory nature of this vote, our Board and the Compensation Committee, which is
responsible for designing and administering the Companys NEO compensation program, value the opinions
expressed by stockholders in their vote on this proposal, and will consider the outcome of the vote when making
future compensation decisions for NEOs. Unless proxy cards are otherwise marked, the persons named as
proxies will vote FOR the approval, on an advisory basis, of the compensation of the Companys NEOs as
disclosed in this Proxy Statement. The affirmative vote of the holders of a majority of the shares of Common
Stock having voting power present in person or represented by proxy is required to approve this Proposal 3.
Abstentions will have the same effect as a vote AGAINST this proposal and broker non-votes will have no effect
on the outcome of the vote.

BOARD RECOMMENDATION
The board unanimously recommends that you vote FOR the approval, on an
advisory basis, of the compensation of the Companys named executive
officers as disclosed in this Proxy Statement.

2022 Proxy Statement

PROPOSAL 4 APPROVAL OF THE COMPANYS
2022 ESPP

We are asking our stockholders to approve the adoption of the MarketAxess Holdings Inc. 2022 Employee Stock
Purchase Plan (the 2022 ESPP). The 2022 ESPP was adopted by our Board of Directors on April 13, 2022. In
connection with the anticipated adoption of the 2022 ESPP, the Compensation Committee terminated the 2015
MarketAxess Holdings Inc. Employee Stock Purchase Plan (the Previous ESPP), effective as of February 28, 2022.

The 2022 ESPP enables eligible employees of the Company and certain of its subsidiaries to use payroll
deductions to purchase Common Stock, thereby acquiring or increasing their ownership interest in the
Company. The 2022 ESPP is intended to qualify as an employee stock purchase plan meeting the requirements
of Section 423 of the Code.

The maximum aggregate number of shares of Common Stock that may be purchased under the 2022 ESPP will
be 121,111 shares, which is the number of shares that were remaining under the Previous ESPP as of the
effectiveness of its termination. This represents 0.32% of the total number of shares of our Common Stock
outstanding as of March 31, 2022. In establishing the number of shares of Common Stock that may be
purchased under the 2022 ESPP, our Board of Directors considered the amount of shares remaining under the
Previous ESPP, the potential dilutive impact to stockholders, the projected participation rate over the term of the
2022 ESPP and equity plan guidelines established by certain proxy advisory firms.

The following summary of the material features of the 2022 ESPP is not intended to be complete and is qualified
in its entirety by reference to the full text of the 2022 ESPP which is set forth in Appendix B.

Summary of the 2022 ESPP

Administration

The 2022 ESPP is administered by the Compensation Committee or such other committee of the Board of
Directors or the Board of Directors as a whole, in each case as determined by the Board of Directors (the
Committee). Currently, the Board of Directors has designated the Compensation Committee to act as the
Committee under the 2022 ESPP. The Committee has the authority to construe and interpret the 2022 ESPP; to
prescribe, amend and rescind rules relating to the 2022 ESPPs administration; and to take any other actions
necessary or desirable for the administration of the 2022 ESPP including, without limitation, adopting sub-plans
applicable to particular subsidiaries or locations, which sub-plans may be designed to be outside the scope of
Section 423 of the Internal Revenue Code. See International Participation below. The Committee may correct
any defect or supply any omission or reconcile any inconsistency or ambiguity in 2022 ESPP. The decisions of the
Committee are final and binding.

Shares subject to the 2022 ESPP

The maximum aggregate number of shares of Common Stock that may be issued under 2022 ESPP is 121,111
shares, which is the number of shares that were remaining under the Previous ESPP as of the effectiveness of its
termination.

In the event of any change in our outstanding Common Stock by reason of any recapitalization, reclassification,
stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the
shares of Common Stock or any merger, reorganization, consolidation, combination, spin-off or other similar
corporate change or any other change affecting the Common Stock (other than regular cash dividends to
stockholders of the Company), in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the 2022 ESPP, the Committee will adjust the number and kind of shares of
stock that may be delivered under the 2022 ESPP, the purchase price per share and the number of shares of
common stock covered by each outstanding option under the 2022 ESPP in a manner that complies with
Section 423 of the Internal Revenue Code.

2022 Proxy Statement

PROPOSAL 4 APPROVAL OF THE COMPANYs 2022 ESPP

Eligibility

Participation in the 2022 ESPP is limited to employees of the Company and any of its participating subsidiaries
(a) who customarily work twenty hours or more per week, (b) whose customary employment is for more than
five months per calendar year and (c) who has been employed for sixty days or more prior to the beginning of an
offering period. The Committee has the discretion to exclude employees who have been employed for less than
two years or highly compensated employees (within the meaning of Section 414(q) of the Internal Revenue Code)
from participation in the 2022 ESPP. Under the 2022 ESPP, participating subsidiaries include any subsidiary
(within the meaning of Section 424(f) of the Internal Revenue Code) of the Company that has been designated by
the Committee as eligible to participate in the 2022 ESPP.

As of March 31, 2022, approximately 661 employees of the Company and any of its participating subsidiaries
would be eligible to participate in the 2022 ESPP, including certain of our executive officers.

Offering periods

The 2022 ESPP allows eligible employees to purchase Common Stock for separate approximately six-month
offering periods, commencing on the first trading day on or after February 16 and August 16 of each year and
ending on the first trading day on or after August 15 and February 15 of each year. The first offering period
under the 2022 ESPP commences on August 16, 2022 and will end on February 15, 2023. The Committee may
change the commencement date, ending date, frequency and duration of the offering periods (subject to a
maximum offering period of 27 months). If the 2022 ESPP is not approved by stockholders at the Annual
Meeting, the 2022 ESPP will be terminated on or before the end of the first offering period, any accumulated
payroll deductions will be returned to the applicable participants, and no shares will be sold under the 2022
ESPP.

Method of participation

Shares of Common Stock will be purchased under the 2022 ESPP on the last trading day of each offering period
(a purchase date) using accumulated payroll deductions, unless the Committee provides otherwise with respect
to the employees of a participating subsidiary in a manner consistent with Section 423 of the Internal Revenue
Code. In order to participate in the 2022 ESPP, an eligible employee must complete and submit to the Company
or the designated broker an enrollment form, including a payroll deduction authorization in accordance with
procedures prescribed by the Committee. Participation in the 2022 ESPP is entirely voluntary.

Payroll deductions shall commence on the first payroll date following the Offering Date and end on the last
payroll date on or before the purchase date. Participants may elect payroll deductions in an amount equal to at
least $200 but not more than $2,000 of the participants total eligible compensation per month (or such other
maximum percentage as the Committee may establish from time to time) within an offering period subject to
the limitations described in the third paragraph under Grant and exercise of option to purchase below. If the
Eligible Employee contributes an amount that exceeds the limitations set forth in such paragraph, the excess
amount shall be returned to the Eligible Employee in the next administratively feasible payroll following the
applicable Offering Period. Eligible compensation includes base salary, wages, annual bonuses and overtime pay.
During an offering period, a participant may not change the rate of his or her payroll deductions applicable to
such offering period. A participant may decrease (including cancelling) or increase his or her rate of payroll
deductions for future offering periods by submitting a new enrollment form authorizing the new rate of payroll
deductions at least fifteen days before the start of the next offering period. However, a participant may withdraw
from an offering period as outlined below under Withdrawal.

Grant and Exercise of Option to Purchase

On the first trading day of each offering period, each participant in that offering period will be granted an option
to purchase, on the purchase date, a number of shares of Common Stock determined by dividing the
participants accumulated payroll deductions by the applicable purchase price; provided, however, that in no
event shall any participant purchase more than 150 shares of Common Stock per offering period. The
Committee may increase or decrease, in its absolute discretion, the maximum number of shares that a
participant may purchase per offering period.

2022 Proxy Statement

PROPOSAL 4 APPROVAL OF THE COMPANYs 2022 ESPP

The number of shares of Common Stock which a participant may purchase may be reduced if the offering is
over-subscribed or if the total number of shares of Common Stock purchased by all participants in such offering
would exceed the total number of shares of Common Stock remaining available under the 2022 ESPP. If the
Committee determines that, on a particular purchase date, the number of shares of Common Stock with respect
to which options are to be exercised exceeds the number of shares of Common Stock then available under the
2022 ESPP, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for
purchase in as uniform a manner as practicable and as the Committee determines to be equitable.

In addition, no eligible employee will be granted an option under the 2022 ESPP if (a) immediately after the grant
of the option, such eligible employee (or any other person whose stock would be attributed to such employee
pursuant to Section 424(d) of the Internal Revenue Code) would own capital stock of the Company and/or hold
outstanding options to purchase stock, in the aggregate, possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company or any subsidiary or (b) such option would permit his or
her rights to purchase stock under all employee stock purchase plans (as described in Section 423 of the Internal
Revenue Code) of the Company and its subsidiaries to accrue at a rate that exceeds $25,000 of the fair market
value of such stock (determined at the time the option is granted) for each calendar year in which such option is
outstanding at any time.

Purchase Price

The purchase price per share of our Common Stock applicable to purchases during each offering period under
the 2022 ESPP will be the lesser of: (a) 85% (or such greater percentage as designated by the Committee) of the
fair market value per share on the first day of each offering period; and (b) 85% (or such greater percentage as
the Committee may designate) of the fair market value per share on the purchase date but in no event less than
par value.

On March 31, 2022, the closing price per share of Common Stock was $352.45 per share, 85% of which is
$299.58.

Withdrawal

A participant may withdraw from any offering by submitting to the Company a revised enrollment form
indicating his or her election to withdraw at least thirty days before the end of the offering period. Accumulated
payroll deductions held on behalf of the withdrawing participant that have not been used to purchase shares of
Common Stock shall be paid without interest to the participant in the next administratively feasible payroll
following receipt of the enrollment form indicating such participants election to withdraw and the participants
option shall be automatically terminated. If a participant withdraws from an offering period, no payroll
deductions will be made during any succeeding offering period, unless the participant re-enrolls.

Termination of eligibility

Upon the termination of a participants employment with the Company or a subsidiary, or in the event the
participant otherwise ceases to qualify as an eligible employee, the participant will be deemed to have
withdrawn from the 2022 ESPP and any accumulated payroll deductions that have not been used to purchase
shares of Common Stock shall be returned to the participant and the participants option shall be automatically
terminated.

If at any time within one (1) year after the Purchase Date and after termination of a participants employment for
any reason, the Committee determines in its discretion either that, (a) during the participants period of
employment, the participant engaged in an act or omission which would have warranted termination for cause
or (b) after a participants termination of employment, the participant engaged in conduct that violated any
continuing obligation or duty of the participant in respect of the Company or a participating Subsidiary, then, at
the sole discretion of the Committee, the difference between the fair market value of our Common Stock on the
purchase date and the purchase price shall be repaid by the participant to the Company upon notice from the
Company, subject to applicable law.

2022 Proxy Statement

PROPOSAL 4 APPROVAL OF THE COMPANYs 2022 ESPP

Stockholder rights
No participant will have any voting, dividend or other stockholder rights with respect to the Common Stock
covered by such participants option until the shares purchased on the participants behalf are actually
transferred to the participants account.

Transferability
Payroll deductions credited to a participant, rights with respect to the exercise of an option, or any rights to
receive Common Stock under the 2022 ESPP may not be assigned, transferred, pledged or otherwise disposed of
in any way by the participant, other than by will, the laws of descent and distribution and in accordance with a
designation of a beneficiary provided by the participant prior to the participants death.

Amendment and termination of the 2022 ESPP
The Committee may, in its sole discretion, amend, suspend or terminate the 2022 ESPP at any time and for any
reason. If the 2022 ESPP is terminated, the Committee may elect to terminate all outstanding offering periods
either immediately or once shares of Common Stock have been purchased on the next purchase date (which
may, in the discretion of the Committee, be accelerated) or permit offering periods to expire in accordance with
their terms (and subject to any adjustment in accordance with the 2022 ESPP). If any offering period is
terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common
Stock will be returned to participants.

Effective Date and Term
The 2022 ESPP became effective upon adoption by the Board of Directors on April 13, 2022, subject to
stockholder approval at our first annual meeting following adoption by the Board. The 2022 ESPP shall remain in
full force and effect until terminated pursuant to the terms of the 2022 ESPP. See Amendment and termination
of the 2022 ESPP above.

Change in Control
In the event of a change in control as defined in 2022 ESPP, the Committee shall have the power and discretion
to: (a) continue the offering period in effect on the date of such change in control, (b) shorten the offering period
then in progress by setting a new purchase date, which shall be before the date of the proposed change in
control, (c) substitute shares of common stock available under the 2022 ESPP with shares of common stock of
the surviving company or its parent, or (d) terminate the 2022 ESPP and return any payroll deductions that have
not been used to purchase shares of common stock to the participant.

New Plan Benefits
Benefits and purchases of our Common Stock under the 2022 ESPP depend on elections made by employees
and the fair market value of our Common Stock on dates in the future. As a result, it is not possible to determine
the benefits that will be received by eligible executive officers and other employees in the future under the 2022
ESPP. As described above, no employee may purchase shares under the 2022 ESPP in excess of $25,000 in fair
market value in any calendar year.

International Participation

To provide us with greater flexibility in structuring our equity compensation programs for our non-U.S. employees,
the 2022 ESPP also permits us to grant employees of our non-U.S. subsidiary entities rights to purchase shares of
common stock pursuant to other offering rules or sub-plans adopted by the Committee in order to achieve tax,
securities law or other compliance objectives. While the 2022 ESPP is intended to be a qualified employee stock
purchase plan within the meaning of Code Section 423, any such international sub-plans or offerings are not
required to satisfy those U.S. tax code requirements and therefore may have terms that differ from the 2022 ESPP

2022 Proxy Statement

PROPOSAL 4 APPROVAL OF THE COMPANYs 2022 ESPP

terms applicable in the U.S. However, the international sub-plans or offerings are subject to the 2022 ESPP terms
limiting the overall shares available for issuance.

U.S. federal income tax consequences relating to the 2022 ESPP

The following is a summary of certain material U.S. federal income tax consequences associated with the grant
and exercise of purchase rights under the 2022 ESPP under current federal tax laws and certain other tax
considerations associated with purchase rights under the 2022 ESPP.

423 Component

Rights granted under the 423 Component of the ESPP are intended to qualify for favorable U.S. federal income
tax treatment associated with rights granted under an employee stock purchase plan which qualifies under the
provisions of Section 423 of the Code.

A participant will be taxed on amounts withheld for the purchase of shares of common stock as if such amounts
were actually received. Otherwise, no income will be taxable to a participant as a result of the granting or
exercise of a purchase right until a sale or other disposition of the acquired shares. The taxation upon such sale
or other disposition will depend upon the holding period of the acquired shares.

If the shares are sold or otherwise disposed of more than two years after the beginning of the offering period
and more than one year after the shares are transferred to the participant, then the lesser of the following will
be treated as ordinary income: (a) the excess of the fair market value of the shares at the time of such sale or
other disposition over the purchase price; or (b) the excess of the fair market value of the shares as of the
beginning of the offering period over the purchase price (determined as of the beginning of the offering period).
Any further gain or any loss will be taxed as a long-term capital gain or loss.

If the shares are sold or otherwise disposed of before the expiration of either of the holding periods described
above, then the excess of the fair market value of the shares on the purchase date over the purchase price will
be treated as ordinary income at the time of such sale or other disposition.

The balance of any gain will be treated as capital gain. Even if the shares are later sold or otherwise disposed of
for less than their fair market value on the purchase date, the same amount of ordinary income is attributed to
the participant, and a capital loss is recognized equal to the difference between the sales price and the fair
market value of the shares on such purchase date. Any capital gain or loss will be short-term or long-term,
depending on how long the shares have been held.

Non-423 Component

A participant will be taxed on amounts withheld for the purchase of shares of common stock as if such amounts
were actually received. Under the Non-423 Component, a participant will recognize ordinary income equal to the
excess, if any, of the fair market value of the underlying stock on the date of exercise of the purchase right over
the purchase price. If the participant is employed by the Company or one of its affiliates, that income will be
subject to withholding taxes. The participants tax basis in those shares will be equal to the fair market value of
the shares on the date of exercise of the purchase right, and the participants capital gain holding period for
those shares will begin on the day after the shares are transferred to the participant.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF CURRENT U.S. FEDERAL INCOME TAXATION UPON
PARTICIPANTS AND THE COMPANY WITH RESPECT TO AWARDS UNDER THE ESPP. IT DOES NOT PURPORT TO BE
COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX

2022 Proxy Statement

PROPOSAL 4 APPROVAL OF THE COMPANYs 2022 ESPP

CONSEQUENCES OF A PARTICIPANTS DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE. THE 2022 ESPP IS NOT
QUALIFIED UNDER THE PROVISIONS OF SECTION 401(A) OF THE CODE AND IS NOT SUBJECT TO ANY OF THE
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED.

Non-U.S. federal income tax consequences relating to the 2022 ESPP

The income taxation consequences to participants and the Company (or its foreign subsidiaries) with respect to
participation in the 2022 ESPP vary by country. Generally, outside of the U.S., participants are subject to taxation
at the time of purchase. The employing foreign subsidiary may be entitled to a deduction in the tax year in which
a participant recognizes taxable income, provided the subsidiary reimburses the Company for the cost of the
benefit conferred under the 2022 ESPP.

Securities authorized for issuance under equity compensation plans

The following table shows information relating to the number of shares of Common Stock authorized for
issuance under our equity compensation plans as of December 31, 2021:

Securities to be issued upon
exercise of outstanding
options, warrants and rights
312,753

Weighted average exercise
price of outstanding options,
warrants and rights
$274.35

Number of securities
remaining available for future
issuance under equity
compensation plans
2,518,888

Plan category
Equity compensation plans
approved by stockholders

Your vote

Unless proxy cards are otherwise marked, the persons named as proxies will vote FOR the approval of the 2022
ESPP. Approval of this proposal requires the affirmative vote of the holders of a majority of the shares of
Common Stock having voting power present in person or represented by proxy. Abstentions will have the same
effect as a vote AGAINST this proposal and broker-nonvotes will have no effect on the outcome of the vote.

BOARD RECOMMENDATION
The board unanimously recommends that you vote FOR the approval of the
2022 ESPP.

2022 Proxy Statement

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, our Company is required
to calculate and disclose the total compensation paid to its median employee, as well as the ratio of the total
compensation paid to such median employee as compared to the total compensation paid to the Companys
CEO. The Company believes that the ratio of pay included in this information is a reasonable estimate calculated
in a manner consistent with Item 402(u) of Regulation S-K.

Measurement date

We identified the median employee using our employee population on December 31, 2021. We previously used
October 1 to identify the median employee and changed this year to December 31 to align with our fiscal year
end.

Consistently Applied Compensation Measure (CACM)

We identified our median employee using a consistently applied compensation measure, consisting of the
following:

• Actual base salary paid;

• Cash bonus paid in 2022 for 2021 performance;

• Other cash payments including, but not limited to, overtime, allowances and one-time awards;

• Value of equity awards granted in 2021, computed in accordance with FASB ASC Topic 718; and

• Company contributions to a pension or retirement plan, including, but not limited to, a 401(k) defined

contribution plan in the U.S.

De minimis exception

As of December 31, 2021, we had 676 employees globally, including 424 U.S. employees and 252 non-U.S.
employees. In determining the median employee, we did not include employees from the following countries as
they represented, in aggregate, less than 5% of our employee population:

• Brazil 3 employees

• France 3 employees

• Singapore 11 employees

• The Netherlands 10 employees

After excluding the CEO and employees located in the countries described above, we determined our median
employee from a population of 648 employees, including 423 U.S. employees and 225 non-U.S. employees.

CEO pay ratio

The annual total compensation for the CEO and the median employee, as calculated using the Summary
Compensation Table requirements, was $5,742,184 and $162,120, respectively, resulting in a ratio of 35:1.

This pay ratio information is being provided solely for compliance purposes. Neither the Compensation
Committee nor management of the Company used the pay ratio measure in making compensation decisions.

2022 Proxy Statement

OTHER INFORMATION

General information

This Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Directors of the
Company, to be used at our Annual Meeting scheduled for Wednesday, June 8, 2022, at 10:00 a.m., Eastern
Daylight Time, via live audio webcast at www.virtualshareholdermeeting.com/MKTX2022.

Holders of record of our Common Stock at the close of business on the Record Date are entitled to notice of, and
to vote at, the Annual Meeting. On that date, there were 37,451,233 shares entitled to be voted.

Due to the continuing public health impact of the Pandemic and to support the health and well-being of our
stockholders and other participants at the Annual Meeting, the Annual Meeting will be held in virtual format
only. You will not be able to attend the Annual Meeting physically, however you may vote and submit questions
while attending the Annual Meeting online via the live audio webcast.

To participate in the Annual Meeting, you must have your 16-digit control number that is shown on your Notice
of Internet Availability of Proxy Materials or on your proxy card. You will be able to submit questions during the
meeting by typing in your question in the ask a question box on the meeting page. Should you require technical
assistance, support will be available by dialing 800-586-1548 (U.S.) or 303-562-9288 (International) during the
meeting. We are committed to ensuring that our stockholders will be afforded the same rights and opportunities
to participate as they would at an in-person meeting.

We encourage you to vote your shares, either by voting online during the Annual Meeting or by granting
a proxy (i.e., authorizing someone to vote your shares). If you vote via the Internet or telephone or
execute the attached paper proxy card, the individuals designated will vote your shares according to
your instructions. If any matter other than the Proposals listed in the Notice of Annual Meeting of
Stockholders is presented at the Annual Meeting, the designated individuals will, to the extent
permissible, vote all proxies in the manner that the Board may recommend or, in the absence of such
recommendation, in the manner they perceive to be in the best interests of the Company.

If you indicate when voting via the Internet that you wish to vote as recommended by the Board or if you execute
the enclosed paper proxy card but do not give instructions, your proxy will be voted as follows: (1) FOR the
election of each of the nominees for director named herein, (2) FOR ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending
December 31, 2022, (3) FOR the approval, on an advisory basis, of the compensation of the Companys named
executive officers as disclosed in this Proxy Statement, (4) FOR the approval of the Companys 2022 ESPP and (5)
in accordance with the best judgment of the persons appointed as proxies with respect to any other matters that
properly come before the Annual Meeting. If your shares are held in a stock brokerage account or by a bank or
other nominee, see Voting Broker authority to vote.

Information on how you may vote at the Annual Meeting (such as granting a proxy that directs how your shares
should be voted, or attending the Annual Meeting), as well as how you can revoke a proxy, is contained in this
Proxy Statement under the headings Solicitation of Proxies and Voting.

We are furnishing proxy materials to our stockholders primarily via the Internet. On April 27, 2022, we expect to
mail beneficial owners of our Common Stock a Notice containing instructions on how to access our proxy
materials, including this Proxy Statement and our Annual Report. The Notice also instructs you on how to vote
via the Internet. Other stockholders, in accordance with their prior requests, received e-mail notification of how
to access our proxy materials and vote via the Internet, or have been mailed paper copies of our proxy materials
and a proxy card or voting form. The proxy card includes instructions on how to vote via the telephone. All

2022 Proxy Statement

OTHER INFORMATION

beneficial owners will have the ability to access the proxy materials, including this Proxy Statement and our
Annual Report, on the website referred to in the Notice.

Internet distribution of our proxy materials is designed to provide our stockholders with the information they
need, while lowering costs of delivery and reducing the environmental impact of our Annual Meeting. However, if
you would prefer to receive paper copies of proxy materials, please follow the instructions included in the
Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive
these materials via e-mail unless you elect otherwise.

Our Proxy Statement and 2021 Annual Report to Stockholders are available at
https://materials.proxyvote.com/57060D

Solicitation of proxies

General

The attached proxy card allows you to instruct the designated individuals how to vote your shares. You may vote
in favor of, against, or abstain from voting on any proposal.

Solicitation

We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of a Notice,
this Proxy Statement, the proxy card and any additional soliciting materials furnished to stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their
names that are beneficially owned by others so that they may forward the solicitation materials to such
beneficial owners. In addition, we may reimburse such persons for their costs of forwarding the solicitation
materials to such beneficial owners. The original solicitation of proxies by mail may be supplemented by
solicitation by telephone or other means by our directors, officers, employees or agents. No additional
compensation will be paid to these individuals for any such services. Except as described above, we do not
presently intend to solicit proxies other than by mail.

Voting

Stockholders entitled to vote and shares outstanding

Each stockholder is entitled to one vote for each share of Common Stock held on each matter submitted to a
vote at the Annual Meeting. As of the Record Date, 37,451,233 shares of Common Stock were outstanding and
entitled to be voted at the Annual Meeting.

2022 Proxy Statement

OTHER INFORMATION

How to vote

Submitting a proxy via mail, the Internet or telephone

You may vote by calling the toll-free telephone number listed on the proxy card or visiting the website address
listed on the Notice or the proxy card. If you choose to submit your proxy with voting instructions by telephone
or through the Internet, you will be required to provide your assigned control number noted on the Notice
before your proxy will be accepted. In addition to the instructions that appear on the Notice, step-by-step
instructions will be provided by recorded telephone message or at the designated website on the Internet. Votes
submitted by telephone or via the Internet must be received by 11:59 p.m., EDT, on June 7, 2022 in order for
them to be counted at the Annual Meeting.

If you are a stockholder of record, or otherwise received a printed copy of the proxy materials, in addition to the
methods described above, you may also submit your proxy with voting instructions by mail by following the
instructions set forth on the proxy card included with the proxy materials. Specifically, if you are a stockholder of
record on the Record Date, you may vote by mailing your proxy card, with voting instructions, to the address
listed on your proxy card.

Voting your shares online at the Annual Meeting

For Shares Directly Registered in the Name of the Stockholder: You may vote online at the Annual Meeting at
www.virtualshareholdermeeting.com/MKTX2022; however, we encourage you to vote by proxy card or the
Internet even if you plan to attend the online meeting. If you plan to attend the online Annual Meeting, you will
need the 16-digit control number included on your Notice or your proxy card (if you received a printed copy of
the proxy materials) in order to be able to enter the meeting.

For Shares Registered in the Name of a Brokerage Firm or Bank: If your shares of Common Stock are held in street
name, you will receive instructions from your broker, bank or other nominee that you must follow in order to
have your shares of Common Stock voted prior to or during the online meeting, or contact your broker, bank or
other nominee for such information.

Revoking a proxy

A proxy that was submitted via the Internet or by telephone may be revoked at any time before it is exercised by
(1) executing a later-dated proxy card via the Internet or by telephone or (2) attending the Annual Meeting and
voting online.

A proxy that was submitted by mail may be revoked at any time before it is exercised by (1) giving written notice
revoking the proxy to our General Counsel and Corporate Secretary at MarketAxess Holdings Inc., 55 Hudson
Yards, 15th Floor, New York, NY 10001, (2) subsequently sending another proxy bearing a later date or
(3) attending the Annual Meeting and voting online.

If your shares are registered in the name of a brokerage firm or bank, you must contact your brokerage firm or
bank to change your vote or obtain a proxy to vote your shares if you wish to cast your vote online at the
meeting.

Your attendance at the Annual Meeting in and of itself will not automatically revoke a proxy that was
submitted via the Internet, by telephone or by mail.

2022 Proxy Statement

OTHER INFORMATION

Broker authority to vote

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered to be the
beneficial owner of shares held in street name. These proxy materials are being forwarded to you by your broker
or nominee, who is considered to be the holder of record with respect to your shares. As the beneficial owner,
you have the right to direct your broker or nominee how to vote by filling out the voting instruction form
provided by your broker or nominee. Telephone and Internet voting options may also be available to beneficial
owners. As a beneficial owner, you are also invited to attend the Annual Meeting, but you will need the 16-digit
control number included on your Notice or your proxy card (if you received a printed copy of the proxy
materials) in order to be able to enter the meeting.

If your shares are held in street name, your broker or nominee will ask you how you want your shares to be
voted. If you provide voting instructions, your shares must be voted as you direct. If you do not furnish voting
instructions, one of two things can happen, depending upon whether a proposal is routine. Under the rules
that govern brokers that have record ownership of shares beneficially owned by their clients, brokers have
discretion to cast votes only on routine matters, such as the ratification of the appointment of independent
registered public accounting firms, without voting instructions from their clients. Brokers are not permitted,
however, to cast votes on non-routine matters without such voting instructions, such as the election of
directors. A broker non-vote occurs when a beneficial owner has not provided voting instructions and the
broker holding shares for the beneficial owner does not vote on a particular proposal because the broker does
not have discretionary voting power for that proposal.

Quorum

A quorum is required for the conduct of business at the meeting. The presence at the meeting, in person or by
proxy, of the holders of a majority of the stock issued and outstanding and entitled to vote at the meeting on the
Record Date will constitute a quorum, permitting us to conduct the business of the meeting. Proxies received but
marked as abstentions, if any, and broker non-votes (as described above) will be included in the calculation of
the number of shares considered to be present at the meeting for quorum purposes. If we do not have a
quorum, we will be forced to reconvene the Annual Meeting at a later date.

Votes necessary to approve each proposal

Election of Directors. Our Bylaws include a majority voting standard for the election of directors in uncontested
elections, which are generally defined as elections in which the number of nominees does not exceed the
number of directors to be elected at the meeting. In the election of directors (Proposal 1), you may either vote
FOR, AGAINST or ABSTAIN as to each nominee. Cumulative voting is not permitted. Under the majority
voting standard, in uncontested elections of directors, such as this election, each director must be elected by the
affirmative vote of a majority of the votes cast with respect to that nominees election at any meeting for the
election of directors at which a quorum is present. A majority of the votes cast means that the number of votes
cast FOR a candidate for director exceeds the number of votes cast AGAINST that candidate for director.
Abstentions will have no effect in determining whether a director nominee has received a majority of the votes
cast because an abstention does not count as a vote cast. In addition, brokers do not have discretionary
authority to vote for directors, therefore, broker non-votes will not count as a vote cast FOR or AGAINST a
nominees election and thus will have no effect in determining whether a director nominee has received a
majority of the votes cast.

Other Items. For each of the other proposals listed in the Notice of Annual Meeting of Stockholders (Proposals 2,
3 and 4), if a quorum is present, the proposals will be decided by the affirmative vote of the holders of a majority
of the shares having voting power present in person or represented by proxy. Abstentions will be counted as
shares present having voting power on these proposals and will have the same effect as votes AGAINST.

2022 Proxy Statement

Brokers have discretionary authority to vote on Proposal 2, the ratification of the appointment of PwC.
Therefore, there will be no broker non-votes on Proposal 2. Brokers do not have discretionary authority to vote
on Proposals 3 (Say-on-Pay) and 4 (Approval of the Companys 2022 ESPP), and any resulting broker non-votes
will have the same effect as votes AGAINST Proposals 3 and 4.

OTHER INFORMATION

Availability of certain documents

Householding of Annual Meeting materials

The Company and some banks, brokers and other nominee record holders may participate in the practice of
householding proxy statements and their accompanying documents. This means that only one copy of our
Proxy Statement is sent to multiple stockholders in your household. This householding procedure reduces our
printing costs and postage fees as well as the environmental impact of the annual meeting. Stockholders who
participate in householding will continue to receive separate proxy cards. We will promptly deliver a separate
copy of these documents to you upon written or oral request to our Investor Relations Department at
MarketAxess Holdings Inc., 55 Hudson Yards, 15th Floor, New York, NY 10001 or 212-813-6000. If you want to
receive separate copies of our proxy statements in the future, or if you are receiving multiple copies and would
like to receive only one copy per household, you should contact your bank, broker or other nominee record
holder, or you may contact us at the above address and phone number.

Additional information

We are required to file annual, quarterly and current reports, proxy statements and other reports with the SEC.
Copies of these filings are available through our Internet website at www.marketaxess.com or the SECs website at
www.sec.gov. We will furnish copies of our SEC filings (without exhibits), including our Annual Report on Form 10-
K for the year ended December 31, 2021, without charge to any stockholder upon written or oral request to our
Investor Relations Department at MarketAxess Holdings Inc., 55 Hudson Yards, 15th Floor, New York, NY 10001
or 212-813-6000.

Other matters

As of the date of this Proxy Statement, the Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy card to vote the shares they represent as such persons
deem advisable. Discretionary authority with respect to such other matters is granted by the execution of the
enclosed proxy card.

Stockholder proposals for 2023 Annual Meeting

In order to be considered for inclusion in the Companys proxy statement and proxy card relating to the 2023
Annual Meeting of Stockholders, any proposal by a stockholder submitted pursuant to Rule 14a-8 of the
Exchange Act must be received by the Company at its principal executive offices in New York, New York, on or
before December 28, 2022. In addition, under the Companys bylaws, any proposal for consideration at the 2023
Annual Meeting of Stockholders submitted by a stockholder other than pursuant to Rule 14a-8 will be considered
timely if it is received by the Secretary of the Company at its principal executive offices between the close of
business on November 28, 2022 and the close of business on December 28, 2022 and is otherwise in compliance
with the requirements set forth in the Companys bylaws.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules (once they become
effective), stockholders who intend to solicit proxies in support of director nominees other than the Company's
nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act
no later than April 9, 2023.

2022 Proxy Statement

[THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX A RECONCILIATION OF NON-
GAAP AMOUNTS

The Company believes that presenting adjusted operating income, a non-GAAP measure, is meaningful, as it
reflects metrics considered by the Compensation Committee in making its compensation determinations. The
Company defines adjusted operating income as operating income before: (1) unplanned inorganic activity and
(2) the impact of cash incentives. The Company believes adjusted operating income is an appropriate measure
for evaluating the operating performance of the Company on a consolidated basis. Adjusted operating income
and similar measures with similar titles are common performance measures used by investors and analysts to
analyze the Companys performance. Adjusted operating income should be viewed as a supplement to and not a
substitute for operating income, net income, cash flows from operating activities, and other measures of
performance and/or liquidity presented in accordance with U.S. generally accepted accounting principles
(GAAP). Since adjusted operating income is not a measure of performance calculated in accordance with GAAP,
this measure may not be comparable to similar measures with similar titles used by other companies. All dollar
amounts included in this Appendix A are presented in thousands, except as otherwise noted.

The following is a reconciliation of operating income (GAAP) to Adjusted Operating Income (non-GAAP):

Operating income

Cash incentives

Unplanned inorganic activity

Adjusted operating income

Twelve Months Ended

December 31,2021

337,235

41,733

582

379,550

A-1

2022 Proxy Statement

[THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX B 2022 ESPP

MARKETAXESS HOLDINGS INC.

2022 EMPLOYEE STOCK PURCHASE PLAN

FOR US EMPLOYEES

1. Purpose. This MarketAxess Holdings Inc. 2022 Employee Stock Purchase Plan (the Plan) is intended to

provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a

proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends

that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code and the Plan shall be

interpreted in a manner that is consistent with that intent.

2. Definitions.

Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

Board means the Board of Directors of the Company.

Cause has the meaning set forth in the MarketAxess Holdings Inc. 2020 Equity Incentive Plan, or any equity

incentive plan that replaces the MarketAxess Holdings Inc. 2020 Equity Incentive Plan.

Code means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any

reference to a section of the Code shall be deemed to include a reference to any regulations promulgated

thereunder.

Committee means (i) the Compensation and Talent Committee of the Board, (ii) such other committee of the

Board appointed by the Board to administer the Plan or (iii) the Board, as determined by the Board.

Common Stock means the common stock of the Company, par value $0.003 per share.

Company means MarketAxess Holdings Inc.

Compensation means base salary, wages, annual bonuses and overtime paid to an Eligible Employee by the
Company or a Participating Subsidiary as compensation for services to the Company or Participating Subsidiary,

before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or

nonqualified deferred compensation plan.

Change in Control shall have to meaning set forth in the MarketAxess Holdings Inc. 2020 Equity Incentive

Plan.

Clawback Discount Value shall mean the difference between the Fair Market Value and the Purchase Price on

the applicable Purchase Date.

Designated Broker means the financial services firm or other agent designated by the Company to maintain

ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.

2022 Proxy Statement

B-1

APPENDIX B 2022 ESPP

Effective Date means the date as of which this Plan is adopted by the Board, subject to the Plan obtaining

stockholder approval in accordance with Section 18.10 hereof.

Employee means any person who renders services to the Company or a Participating Subsidiary as an

employee pursuant to an employment relationship with such employer in accordance with Section 421 of the

Code and the Treasury Regulations thereunder.

Eligible Employee means an Employee other than (i) an Employee whose customary employment is for less

than twenty (20) hours per week, (ii) an Employee whose customary employment is for not more than five (5)

months in any calendar year and (iii) an Employee who has been employed for less than sixty (60) days prior to

the beginning of an Offering Period. Notwithstanding the foregoing, the Committee may exclude from

participation in the Plan or any Offering, Employees who have been employed for less than two years or

Employees who are highly compensated employees of the Company or a Participating Subsidiary (within the

meaning of Section 414(q) of the Code) or a sub-set of such highly compensated employees.

Enrollment Form means an agreement pursuant to which an Eligible Employee may elect to enroll in the

Plan, to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering

Period; for the avoidance of doubt, the Enrollment Form may be an online form Eligible Employees complete

with the Designated Broker.

ESPP Share Account means an account into which Common Stock purchased with accumulated payroll

deductions at the end of an Offering Period are held on behalf of a Participant.

Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.

Fair Market Value means the closing price as reported on the NASDAQ Global Select Market or other

principal exchange on which the Common Stock is then listed on such date, or if the Common Stock was not

traded on such date, then on the next preceding trading day that the Common Stock was traded on such

exchange, as reported by such responsible reporting service as the Committee may select.

Offering Date means the first trading day of each Offering Period as designated by the Committee.

Offering or Offering Period means the periods established in accordance with Section 5 during which options

to purchase shares of Common Stock may be granted pursuant to the Plan and may be purchased on the

Purchase Date.

Participant means an Eligible Employee who is actively participating in the Plan.

Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the

Plan by the Committee from time to time in its sole discretion.

Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in

Sections 13(d) and 14(d) thereof, including a group as defined in Section 13(d) thereof.

Plan means this MarketAxess Holdings Inc. 2022 Employee Stock Purchase Plan, as set forth herein, and as

amended from time to time.

B-2

2022 Proxy Statement

APPENDIX B 2022 ESPP

Purchase Date means the last trading day of each Offering Period.

Purchase Price means an amount equal to the lesser of (i) eighty-five percent (85%) (or such greater

percentage as designated by the Committee) of the Fair Market Value of a share of Common Stock on the
Offering Date or (ii) eighty-five percent (85%) (or such greater percentage as designated by the Committee) of the
Fair Market Value of a share of Common Stock on the Purchase Date; provided, that, the Purchase Price per

share of Common Stock will in no event be less than the par value of the Common Stock.

Securities Act means the Securities Act of 1933, as amended.

Subsidiary means an entity (whether or not a corporation) that is wholly or majority owned or controlled,

directly or indirectly, by the Company or any other affiliate of the Company that is so designated, from time to

time, by the Committee, during the period of such affiliated status. In all cases, the determination of whether an

entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.

Trading Day means a day on which the national stock exchange upon which the Common Stock is listed is

open for trading.

3. Administration.

3.1

The Plan shall be administered by the Committee which shall have the authority to construe and

interpret the Plan, prescribe, amend and rescind rules relating to the Plan's administration. The Committee

may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The

decisions of the Committee shall be final and binding on all persons. All expenses of administering the Plan

shall be borne by the Company.

3.2

The Committee may establish sub-plans (which need not qualify under section 423 of the Code)

and initiate separate Offerings through such sub-plans for the purpose of (i) facilitating participation in the

Plan by non-U.S. employees in compliance with foreign laws and regulations without affecting the

qualification of the remainder of the Plan under section 423 of the Code or (ii) qualifying the Plan for

preferred tax treatment under foreign tax laws (which sub-plans, at the Committees discretion, may provide

for allocations of the authorized shares reserved for issue under the Plan as set forth in Section 14(a)). The

rules, guidelines and forms of such sub-plans (or the Offerings thereunder) may take precedence over other

provisions of the Plan, with the exception of Section 12.1, but unless otherwise superseded by the terms of

such sub-plan, the provisions of the Plan shall govern the operation of such sub-plan. Alternatively and in

order to comply with the laws of a foreign jurisdiction, the Committee shall have the power, in its discretion,

to grant options in an Offering to citizens or residents of a non-U.S. jurisdiction (without regard to whether

they are also citizens of the United States or resident aliens) that provide terms which are less favorable than

the terms of options granted under the same Offering to employees resident in the United States, subject to

compliance with section 423 of the Code.

4. Eligibility. Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of

the Code, any individual who is an Eligible Employee as of the first day of the enrollment period designated by

the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to

the requirements of Section 423 of the Code.

2022 Proxy Statement

B-3

APPENDIX B 2022 ESPP

Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an

option under the Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person

whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own

capital stock of the Company and/or hold outstanding options to purchase stock, in the aggregate, possessing

5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary

or (ii) such option would permit his or her rights to purchase stock under all employee stock purchase plans

(described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds

$25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar

year in which such option is outstanding at any time.

5. Offering Periods. The Plan shall be implemented by a series of Offering Periods. Unless otherwise provided

by the Committee, Offering Periods shall be periods of approximately six (6) months during which an option

granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after February 16

and August 16 of each year and terminating on the first Trading Day on or after August 15 and February 15,

approximately six (6) months later. The Committee shall have the authority to change the duration, frequency,
start and end dates of future Offering Periods (up to a maximum Offering Period of 27 months).

6. Participation.

6.1

Enrollment; Payroll Deductions. An Eligible Employee may elect to participate in the Plan by

properly completing an Enrollment Form, which may be electronic, and submitting it to the Company in

accordance with the enrollment procedures established by the Committee. Participation in the Plan is

entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions

from his or her paycheck in an amount equal to at least $200 per month, but not more than $2,000 per

month, during an Offering Period (or such other maximum percentage as the Committee may establish from

time to time before an Offering Period begins), subject to the limitations set forth in Section 4. If the Eligible

Employee contributes an amount that exceeds the limitations set forth in Section 4, the excess amount shall

be returned to the Eligible Employee in the next administratively feasible payroll following the applicable

Offering Period. Payroll deductions shall commence on the first payroll date following the Offering Date and

end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all

payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such

amounts in a trust or in any segregated account. Unless expressly permitted by the Committee in writing, a

Participant may not make any separate contributions or payments to the Plan.

6.2

Election Changes. During an Offering Period, a Participant may not change the rate of his or her

payroll deductions applicable to such Offering Period. A Participant may decrease or increase his or her rate

of payroll deductions for future Offering Periods by submitting a new Enrollment Form authorizing the new

rate of payroll deductions at least fifteen days before the start of the next Offering Period. However, a

Participant may withdraw from the Plan in accordance with Section 9.

6.3

Automatic Re-enrollment. The deduction rate selected in the Enrollment Form shall remain in

effect for subsequent Offering Periods unless the Participant (a) submits a new Enrollment Form authorizing

a new level of payroll deductions in accordance with Section 6.2, (b) withdraws from the Plan in accordance

with Section 9, or (c) terminates employment or otherwise becomes ineligible to participate in the Plan.

B-4

2022 Proxy Statement

APPENDIX B 2022 ESPP

6.4

Grant of Option. On each Offering Date, each Participant in the applicable Offering Period shall

be granted an option to purchase, on the Purchase Date, a number of shares of Common Stock determined

by dividing the Participant's accumulated payroll deductions by the applicable Purchase Price; provided,

however, that in no event shall any Participant purchase more than 150 shares of Common Stock per

Offering Period. The Committee may, for future Offering Periods, increase or decrease, in its absolute

discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase

during Offering Period.

7. Exercise of Option/Purchase of Shares. A Participant's option to purchase shares of Common Stock will be

exercised automatically on the Purchase Date of each Offering Period. The Participant's accumulated payroll

deductions will be used to purchase the maximum number of whole shares that can be purchased with the

amounts in the Participant's notional account. If and to the extent provided by the Committee, for so long as

such shares of Common Stock are maintained in ESPP Share Accounts, all dividends paid with respect to such

shares of Common Stock shall be paid in cash. No fractional shares may be purchased. Any amount remaining

in the Participants notional account as of the Purchase Date in excess of the amount that may be applied to

purchase shares shall be carried over to the next Offering Period, subject to earlier withdrawal by the Participant

in accordance with Section 9 or termination of employment in accordance with Section 10.

8. Transfer of Shares. As soon as reasonably practicable after each Purchase Date, the Company will arrange

for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option.

The Committee may permit or require that the shares be deposited directly into an ESPP Share Account

established in the name of the Participant with a Designated Broker. Participants will not have any voting,

dividend or other rights of a stockholder with respect to the shares of Common Stock subject to any option

granted hereunder until such shares have been delivered pursuant to this Section 8.

9. Withdrawal.

9.1

Withdrawal Procedure. A Participant may withdraw from an Offering by submitting to the

Company a revised Enrollment Form indicating his or her election to withdraw at least thirty days before the

end of the Offering Period. The accumulated payroll deductions held on behalf of a Participant in his or her

notional account (that have not been used to purchase shares of Common Stock) shall be paid without

interest to the Participant in the next administratively feasible payroll following receipt of the Participant's

Enrollment Form indicating his or her election to withdraw and the Participant's option shall be automatically

terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made during

any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan.

9.2

Effect on Succeeding Offering Periods. A Participant's election to withdraw from an Offering

Period will not have any effect upon his or her eligibility to participate in succeeding Offering Periods that

commence following the completion of the Offering Period from which the Participant withdraws; provided

however, the Committee may impose restrictions upon a Participants ability to withdraw from an Offering

Period and re-enroll in succeeding Offering Periods.

10. Termination of Employment; Change in Employment Status. Upon termination of a Participant's employment

for any reason, including death, disability or retirement, or a change in the Participant's employment status

following which the Participant is no longer an Eligible Employee, which in either case occurs before the

2022 Proxy Statement

B-5

APPENDIX B 2022 ESPP

Purchase Date, the Participant will be deemed to have withdrawn from the Plan and the payroll deductions in

the Participant's notional account (that have not been used to purchase shares of Common Stock) shall be

returned to the Participant, or in the case of the Participant's death, to the person(s) entitled to such amounts

under Section 16, and the Participant's option shall be automatically terminated. If at any time within one (1)

year after the Purchase Date and after termination of a Participants employment for any reason, the Committee

determines in its discretion either that, (1) during the Participants period of employment, the Participant

engaged in an act or omission which would have warranted termination for Cause or (2) after a Participants

termination of employment, the Participant engaged in conduct that violated any continuing obligation or duty

of the Participant in respect of the Company or a Participating Subsidiary, then, at the sole discretion of the

Committee, the Clawback Discount Value shall be repaid by the Participant to the Company upon notice from the

Company, subject to applicable law.

11. Interest. No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in

the Plan.

12. Shares Reserved for Plan.

12.1

Number of Shares. Subject to adjustments as described below, a total of 121,221 shares of

Common Stock have been reserved for issuance under the Plan..

12.2

Over-subscribed Offerings. The number of shares of Common Stock which a Participant may

purchase in an Offering under the Plan may be reduced if the Offering is over-subscribed. No option granted

under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with

the total number of shares of Common Stock purchased by all other Participants in such Offering would

exceed the total number of shares of Common Stock remaining available under the Plan. If the Committee

determines that, on a particular Purchase Date, the number of shares of Common Stock with respect to

which options are to be exercised exceeds the number of shares of Common Stock then available under the

Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for

purchase in as uniform a manner as practicable and as the Committee determines to be equitable.

13. Transferability. No payroll deductions credited to a Participant, nor any rights with respect to the exercise of

an option or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise

disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 16

hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or

amounts shall be without effect.

14. Application of Funds. All payroll deductions received or held by the Company under the Plan may be used by

the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not

be required to segregate such payroll deductions or contributions.

15. Statements. Participants will be provided with and/or have access to statements at least annually which shall

set forth the contributions made by the Participant to the Plan, the Purchase Price of any shares of Common

Stock purchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll

deduction amounts remaining in the Participant's notional account.

B-6

2022 Proxy Statement

APPENDIX B 2022 ESPP

16. Designation of Beneficiary. A Participant may file, on forms supplied by the Designated Broker, a written
designation of beneficiary who is to receive any shares of Common Stock, from the Participant's ESPP Share
Account under the Plan in the event of such Participant's death. In addition, a Participant may file a written
designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the
Participant's notional account in the event of the Participant's death prior to the Purchase Date of an Offering
Period. In the event that no such form or designation is filed, the shares of Common Stock or cash shall be
distributed to the Participants estate.

17. Adjustments.

17.1

Adjustments. If there shall occur any change with respect to the outstanding shares of Common

Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split,
reverse stock split or other distribution with respect to the shares of Common Stock or any merger,
reorganization, consolidation, combination, spin-off or other similar corporate change or any other change
affecting the Common Stock (other than regular cash dividends to stockholders of the Company), then in
order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, the Committee will, in such manner as it deems equitable and subject to stockholder
approval if required to comply with Section 423 of the Code, adjust the number and kind of shares of stock
that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common
Stock covered by each outstanding option under the Plan, and the numerical limits of Section 6.4 and Section
12.

17.2

Change in Control. In the event of a Change in Control, the Committee shall have the power and
discretion to (i) continue the Offering Period in effect on the date of such Change in Control, (ii) shorten the
Offering Period then in progress by setting a New Purchase Date which shall be before the date of the
Companys proposed Change in Control, (iii) substitute shares of Common Stock available under the Plan
with shares of common stock of the surviving company or its parent, or (iv) terminate the Plan and return
any payroll deductions in the Participant's notional account (that have not been used to purchase shares of
Common Stock) to the Participant. In the event of prong (ii), the Committee shall notify each Participant in
writing, at least ten (10) trading days prior to the New Purchase Date, that the Purchase Date for the
Participants purchase right has been changed to the New Purchase Date and that shares of Common Stock
shall be purchased automatically on the New Purchase Date, unless prior to such date the Participant has
withdrawn from the Offering Period as describe in Section 9 above.

18. General Provisions.

18.1

Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in

accordance with Section 423 of the Code, all Eligible Employees who are granted options under the Plan shall
have the same rights and privileges.

18.2

No Right to Continued Service. Neither the Plan nor any compensation paid hereunder will confer

on any Participant the right to continue as an Employee or in any other capacity.

18.3

Rights As Stockholder. A Participant will become a stockholder with respect to the shares of

Common Stock that are purchased pursuant to options granted under the Plan when the shares are
transferred to the Participant or the Participant's ESPP Share Account. A Participant will have no rights as a
stockholder with respect to shares of Common Stock for which an election to participate in an Offering
Period has been made until such Participant becomes a stockholder as provided above.

2022 Proxy Statement

B-7

APPENDIX B 2022 ESPP

18.4
assigns.

Successors and Assigns. The Plan shall be binding on the Company and its successors and

18.5

Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereof and

supersedes all prior plans with respect to the subject matter hereof.

18.6

Compliance With Law. The obligations of the Company with respect to payments under the Plan

are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with
respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery
of the shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including,
without limitation, the Securities Act, the Exchange Act, and the requirements of any stock exchange upon
which the shares may then be listed.

18.7

Term of Plan. The Plan shall become effective on the Effective Date and shall remain in full force

and effect until terminated pursuant to Section 18.8.

18.8

Amendment or Termination. The Committee may, in its sole discretion, amend, suspend or

terminate the Plan at any time and for any reason. If the Plan is terminated, the Committee may elect to
terminate all outstanding Offering Periods either immediately or once shares of Common Stock have been
purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or
permit Offering Periods to expire in accordance with their terms (and subject to any adjustment in
accordance with Section 17). If any Offering Period is terminated before its scheduled expiration, all amounts
that have not been used to purchase shares of Common Stock will be returned to Participants (without
interest, except as otherwise required by law) as soon as administratively practicable.

18.9

Applicable Law. The Plan and all rights hereunder shall be subject to and interpreted in

accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws,
and to applicable Federal or other securities laws.

18.10 Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company

within twelve (12) months before or after the date the Plan is adopted by the Board.

18.11 Section 423. The Plan is intended to qualify as an "employee stock purchase plan" under Section

423 of the Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed
to comply with Section 423 of the Code.

18.12 Withholding. To the extent required by applicable Federal, state or local law, a Participant must

make arrangements satisfactory to the Company for the payment of any withholding or similar tax
obligations that arise in connection with the Plan.

18.13 Severability. If any provision of the Plan shall be determined to be illegal or unenforceable by any

court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain enforceable in any other
jurisdiction.

18.14 Headings. The headings of sections herein are included solely for convenience and shall not

affect the meaning of any of the provisions of the Plan.

B-8

2022 Proxy Statement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-34091

MARKETAXESS HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation)

55 Hudson Yards, New York, New York
(Address of principal executive offices)

52-2230784
(IRS Employer
Identification No.)

10001
(Zip Code)

(212) 813-6000
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class
Common Stock, $0.003 par value

Trading
Symbol
MKTX

Name of each exchange on which registered
NASDAQ Global Select Market

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or
an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Non-accelerated filer

☑
☐

Accelerated filer
Smaller reporting company
Emerging growth company

☐
☐
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of the shares of common stock held by non-affiliates of the registrant as of June 30, 2021 (the last business day of the
registrant’s most recently completed second fiscal quarter) was approximately $15.3 billion computed by reference to the last reported sale price on
the NASDAQ Global Select Market on that date. For purposes of this calculation, affiliates are considered to be officers, directors and holders of 10%
or more of the outstanding common stock of the registrant on that date. The registrant had 38,008,484 shares of common stock, 4,979,698 of which
were held by affiliates, outstanding on that date.

As of February 17, 2022, the aggregate number of shares of the registrant’s common stock outstanding was 37,835,416.

Portions of the registrant’s definitive proxy statement for the 2022 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11,

12, 13 and 14 of Part III of this Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

Page

3
21
36
36
36
36

37
38
39
53
55
89
89
89
89

89
89
89
90
90

91
95

MARKETAXESS HOLDINGS INC.
2021 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

Business

PART I
Item 1:
Item 1A: Risk Factors
Item 1B:
Item 2:
Item 3:
Item 4:

Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations

PART II
Item 5:
Item 6:
Item 7:
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
Item 8:
Item 9:
Item 9A: Controls and Procedures
Item 9B:
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Other Information

Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

PART III
Item 10:
Item 11:
Item 12:
Item 13:
Item 14:

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accounting Fees and Services

PART IV
Item 15:
Item 16:

Exhibits and Financial Statement Schedules

Form 10-K Summary

Cautionary Note Regarding Forward-Looking Statements

PART I

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,”
“estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future
business and financial performance and our strategy. Forward-looking statements are based on management’s current expectations and
assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. It is routine for
our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly
understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or
the year. Although these expectations may change, we are under no obligation to revise or update any forward-looking statements
contained in this report. Actual future events or results may differ, perhaps materially, from those contained in the projections or forward-
looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report,
particularly in Item 1A. “Risk Factors.”

Item 1. Business.

Overview

MarketAxess Holdings Inc. (the “Company” or “MarketAxess”) operates leading electronic trading platforms delivering greater
trading efficiency, a diversified pool of liquidity and significant cost savings to our clients across the global fixed-income markets.
Almost 1,900 institutional investor and broker-dealer firms use our patented trading technology to efficiently trade U.S. high-grade
bonds, U.S. high-yield bonds, emerging market debt, Eurobonds, municipal bonds, U.S. government bonds and other fixed-income
securities. Our award-winning Open Trading® marketplace is widely regarded as the preferred all-to-all trading solution in the global
credit markets, creating a unique liquidity pool for a broad range of credit market participants. Drawing on a diverse set of trading
protocols, including request-for-quote, live order books, sessions-based trading and portfolio trading solutions, as well as our deep data
and analytical resources, we believe that we connect the most robust network of participants through an advanced full trading lifecycle
solution that also includes automated trading solutions, intelligent data products and a range of post-trade services.

We operate in a large and rapidly growing market that provides us with a significant opportunity for future growth. Many of our
largest current product areas, and areas of future growth, have relatively low levels of trading electronification, which further increases
the size of our addressable market. Our platforms’ innovative technology solutions are designed to capitalize on this addressable market
by increasing the number of potential trading counterparties and providing our clients with a menu of solutions to address the full
lifecycle of fixed-income trading. We offer all-to-all trading (“Open Trading”) for most of our products and trading protocols, allowing
our entire global network to interact in one large pool of trading liquidity. We believe that Open Trading drives meaningful transaction
cost savings to our clients and reduces risk in fixed-income markets by creating a global, diversified pool of liquidity. Institutional
investors can also send trading inquiries directly to their traditional broker-dealer counterparties on a disclosed basis (“disclosed RFQ”),
while simultaneously accessing additional counterparties through our anonymous Open Trading solution. We also provide a number of
integrated and actionable data offerings, including Composite+™ and Axess All® real time pricing to assist clients with trading decisions
and transaction cost analysis. We have a range of post-trade services, including straight-through processing, trade matching, trade
publication, regulatory transaction reporting and market and reference data across fixed-income and other products.

In 2021, 88.8% of our revenues were derived from commissions for transactions executed on our platforms. We also derive
revenues from information services, post-trade services and other income. Our expenses consist of employee compensation and benefits,
depreciation and amortization, technology and communication expenses, professional and consulting fees, occupancy, marketing and
advertising, clearing costs and general and administrative expenses.

Our History

Founded in 2000, MarketAxess has a twenty-one year history of innovation and leadership in electronic trading for the global
credit markets. Throughout our history, our primary commercial goals have remained the same: improving trading efficiency and
reducing costs for our clients. Prior to our founding, our institutional investor clients were able to trade bonds by telephone with a limited
set of broker-dealers with which they had institutional relationships. By 2007, our platforms allowed institutional investors to trade
electronically with over thirty broker-dealers. During the financial crisis, we significantly expanded the number of non-primary and
regional dealers providing liquidity on our platforms, as many dealers were forced to reduce their balance sheets for market making.
Today, we are an S&P 500 company that, through our Open Trading protocols, provides an expanded liquidity pool for global market
participants to trade a wide variety of fixed-income securities with the over 1,600 other institutional investor and broker-dealer clients
that participated in Open Trading in 2021.

Our Competitive Strengths

We believe that we are well positioned to strengthen our market position in electronic trading in our existing products and to

extend our presence into new products and services by capitalizing on our competitive strengths, including:

Significant Trading Volumes with Participation by Leading Broker-Dealers and Institutional Investors

Our electronic trading platforms provide access to the liquidity generated by the participation of our institutional investor and
broker-dealer clients, including substantially all of the leading broker-dealers in global fixed-income trading. We believe these broker-
dealers represent the principal source of secondary market liquidity for credit and rates products and the other markets in which we
operate. Our broker-dealer clients are motivated to continue to utilize our platforms due to the ability to efficiently transact with valuable
client order flow and the ability to use our Open Trading protocols to help manage their risk, source liquidity, and facilitate transactions
on behalf of their clients.

Our total credit trading volume increased from approximately $1.4 trillion in 2017 to $2.6 trillion in 2021 and our estimated

share of U.S. high-grade and high-yield corporate bond volume has increased from 16.9% and 6.8%, respectively, in 2017 to 21.0%
and 15.2%, respectively in 2021.

Approximately 92% of credit volume on the platform during 2021 was executed by institutional clients.

Open Trading is a Differentiator that Expands the Liquidity Pool and Further Increases Cost-Savings for Clients

In the post-financial crisis years, liquidity has remained a persistent concern for market participants as regulators raised banks’
capital requirements and adopted other measures that prompted many dealers to reduce market-making activities even as the buy side’s
bond holdings have grown rapidly. In this environment, Open Trading, our fully electronic, all-to-all trading ecosystem, has emerged as
one solution to the post-crisis liquidity problem. As a result, Open Trading participants have broader and more diverse liquidity options,
compared to the traditional model of bilateral trading with a limited set of dealer counterparties. The expanded pool of liquidity providers
includes investment managers, global dealers, regional dealers and specialist market-making and proprietary trading firms. During 2021,
over 1,660 firms participated in Open Trading, which improved the ability of both dealers and institutional investors to find natural and
opportunistic matches, move orders more efficiently, and achieve significant increases in execution quality and price improvement.

We believe our Open Trading protocols enhance our institutional investor clients’ ability to obtain a competitive price by allowing
all of our Open Trading participants to interact with each other, thereby increasing the potential sources of liquidity available for each
participant, as well as the likelihood of receiving a competitive price response. We estimate that liquidity takers saved an estimated
$322.3 million in transaction costs through Open Trading during 2021, while liquidity providers saved an estimated $250.4 million
during the year. These Open Trading cost savings are in addition to the potential cost savings institutional investors can achieve by
simultaneously requesting bids or offers from our broker-dealer clients via our traditional disclosed RFQ protocol. Estimated liquidity
taker cost savings is defined as the difference between the winning price and the best disclosed dealer cover price. Estimated liquidity
provider cost savings is defined as the difference between the winning price and the then current Composite+ bid or offer level (offer if
the provider is buying, bid if the provider is selling) at the time of the inquiry. In addition, dealers use Open Trading as a source of
liquidity to efficiently transfer risk and achieve enhanced bond inventory turnover, which may limit their credit exposure.

Growing, Comprehensive International Offering and Client Base

Our platforms provide global fixed-income market participants with trading functionality across Eurobond and emerging markets
rates and credit markets, connecting clients in over 80 countries to local and global dealers. MarketAxess has over 950 active client
firms located outside the U.S. that access our platforms through our regulated venues in Europe, Asia and Latin America. Our Open
Trading functionality allows international clients to more efficiently access cross-border liquidity with few regulatory hurdles.

The MarketAxess emerging markets trading platform also offers the most comprehensive offering for local currency bond trading
across the Latin America, Central & Eastern Europe, Middle East and Africa, and Asia-Pacific (“APAC”) regions. Our platforms provide
clients with the ability to trade emerging market local currency debt denominated in 28 local currencies with over 150 broker-dealers.

In 2021, we extended our global fixed-income trading network to China’s bond market. Global investor clients are now able to
access the China Interbank Bond Market (“CIBM”) via the connection between China Foreign Exchange Trade System (“CFETS”) and
MarketAxess under the Bond Connect and CIBM Direct schemes. This arrangement allows clients to trade directly with onshore market
makers in China, thus broadening access to liquidity in global emerging markets debt.

Robust, Scalable Technology Throughout the Full Trading Cycle

We have developed proprietary technology that we believe is highly secure, fault-tolerant and scalable for substantial growth. Our
systems are designed to accommodate additional volume, products and clients with relatively little modification and low incremental
costs. We have consistently used our proprietary technology to find new ways for our clients to trade more effectively and efficiently.
Our core software solutions span multiple components of the trading lifecycle and include pre-trade data and analytics, trade execution,
post-trade data and trade matching, regulatory reporting and trade publishing, and straight-through processing. Our systems are built to
be scalable, flexible and resilient. We have also created new trading protocols and developed additional solutions for our clients that are
translated and built by our highly experienced technology and business personnel. Going forward, we expect that our agile software
development processes will help us continue to be a market leader in developing the technology solutions for our clients’ trading needs.

In addition to services directly related to the execution of trades, we offer our clients several other services throughout the trading
cycle. In the pre-trade period, our platforms assist our participants by providing them with value-added services, such as real-time and
historical trade price information, liquidity and turnover analytics, bond reference data and trade order matching alerts. Following the
execution of a trade, our platforms support all of the essential tools and functionalities to enable our participants to realize the full
benefits of electronic trading and demonstrate best execution, including real-time trade details, straight-through processing (“STP”),
account allocations, automated audit trails, regulatory trade reporting, trade detail matching, and transaction cost analysis.

Next Generation Data and Analytical Tools Supporting the Increasing Automation of Trading Workflows

Our data and analytical tools enhance the value proposition of our trading platforms and improve the trading experience of our
clients. We support our clients’ trading functions by offering value-added analytics that rely on machine-learning, automation and
algorithms that are designed to improve the trading decisions and workflows of our clients. Our data and analytical tools are designed
to help clients make better trading decisions, benefitting our current clients and attracting new market participants to our network. For
example, our Composite+ pricing algorithm powers many of our automated trading solutions, which allows traders to automatically
execute trades according to pre-determined parameters and automatically send completed or rejected order details to internal order
management systems. By allowing traders to automate and execute their smaller, low-touch trades more efficiently, our auto-execution
solutions allow traders to focus their attention on higher value-added trades, with a goal of reducing trading inefficiencies and human
errors.

Our Strategy

Our objective is to be the leading global electronic trading platforms for fixed-income securities, connecting broker-dealers and
institutional investors more easily and efficiently, while offering a broad array of information, trading and technology services to market
participants across the trading cycle. The key elements of our strategy are:

Increase Penetration in Credit Markets

We believe that we have a large opportunity remaining in the credit product markets in which we have already established a
leadership position. For example, the estimated average daily trading volume in U.S. high-grade bonds for the year ended December 31,
2021 on our platforms was approximately $5.0 billion, representing just 21.0% of the estimated addressable market of approximately
$23.6 billion. The estimated average daily trading volume in U.S. high-yield bonds for the year ended December 31, 2021 on our
platforms was approximately $1.5 billion, representing just 15.2% of the estimated addressable market of approximately $9.8 billion.
Our principal competitor in the credit markets in which we have established a leadership position continues to be the traditional methods
of bilateral trading, including the telephone, e-mail or instant messaging. We plan to continue to focus on capturing additional market
share across our core credit markets.

Continue Expansion into New Product Areas

Capitalizing on our experience of building market share in markets like U.S high-grade and U.S. high-yield bonds, we are
increasing our product footprint in newer product areas, including emerging market local currency bonds, municipal bonds, U.S.
government bonds, European government bonds and Chinese government bonds. Each of these markets has unique trading protocols,
market structures and settlement solutions that requires a lengthy ramp-up period, but which will provide diverse revenue sources once
significant market share has been achieved. For example, in 2021, we acquired MuniBrokers LLC (“MuniBrokers”), a central electronic
trading venue serving municipal bond inter-dealer brokers and dealers, in order to expand our existing municipal bond trading solution.
The acquisition connects our leading trading technology with the liquidity of one of the industry’s largest electronic inter-dealer
marketplaces, creating a compelling and diverse liquidity solution that we believe will ultimately deliver an improved execution
experience.

Expand Trading Protocols and Leverage the Open Trading Network

We believe that we are the only fixed-income electronic trading platform that embraces all-to-all trading in each of our product
areas. Open Trading exponentially increases the potential trading counterparties by allowing both our broker-dealer clients and
institutional investor clients to interact in an all-to-all trading environment of the over 1,600 firms that participated in Open Trading in
2021. This unique liquidity solution provided over $572.7 million of cost savings to our participants in 2021. Our clients executed
approximately 2.1 million credit trades using our Open Trading solutions during 2021, representing 32.1% of the total credit trading
volume on our platforms. We believe that the combination of Open Trading and our vast client network provides the basis for
MarketAxess to deliver meaningful cross-border liquidity or enter into new markets where liquidity is scarcer, such as municipal bonds.

Continue to Invest in and Grow our Business through Geographic Diversification

We are continuing to expand and diversify our business internationally. Our revenues from international clients have grown from
15.6% of total revenue in 2017 to 19.2% of total revenues for the year ended December 31, 2021. As of December 31, 2021, our
institutional investor and broker-dealer clients are based in 80 countries. We offer liquidity in Eurobonds, hard-currency emerging
markets products, as well as the ability to trade emerging markets debt in 28 global local currencies. By offering liquidity in both hard-
currency and local currency emerging market debt on a single trading platform, we have created an efficient emerging market trading
ecosystem for our institutional investor and broker-dealer clients. In the last five years, we have seen significant growth in the Europe,
the Middle East and Africa (“EMEA”), Latin America and APAC regions. The average daily trading volume in the EMEA, Latin
America and APAC regions on the MarketAxess platforms has grown from $1.5 billion in 2017 to $3.3 billion in 2021. We believe we
can increase our penetration in international markets by continuing to invest in creating client relationships abroad, thereby creating
more revenue opportunities for the Company.

Pursue Select Acquisitions and Strategic Alliances

We continually evaluate opportunities to supplement our internal growth by entering into strategic alliances, or acquiring
businesses or technologies, that we believe will enable us to enter new markets, provide new client segments, new products or services,
or otherwise expand our market share in the fixed-income markets that we operate in today. We believe that one of the key drivers of
our success to date has been the ability to grow our current product offering. For example, the acquisition of LiquidityEdge® in 2019
provided us with the ability to broaden our rates product offering by entering the U.S. government bond markets with a dealer-to-dealer
solution, creating a runway for us to expand into other protocols and other rates products like European government bonds. In 2020, we
acquired the regulatory reporting business of Deutsche Börse (“Regulatory Reporting Hub”) in order to expand the footprint of our post-
trade and market data services in Europe by adding approximately 500 clients across Europe. In 2021, we acquired MuniBrokers, a
central electronic venue serving municipal bond inter-dealer brokers and dealers, in order to expand our existing municipal bond trading
solution. Together, we expect these transactions to accelerate the growth in our rates, post-trade and municipal bonds businesses.

The Fixed-Income Products Available on our Platform

We operate in a large and rapidly growing market, which consists of credit and rates fixed-income products. According to the
Securities Industry and Financial Markets Association (“SIFMA”), as of September 30, 2021, the most recent date available, there were
approximately $10.0 trillion principal amount of fixed-income securities outstanding in the U.S. corporate market, an increase of 3.0%
from September 30, 2020. During the first nine months of 2021, global long-term new bond issuance aggregated to approximately $2.4
trillion, a decrease of 14.1% as compared to the same period of 2020.

Our proprietary technology allows institutional investor and broker-dealer clients to access this market by trading the credit and

rates products on our platforms.

Our credit products consist of the following areas:



U.S. high-grade bonds, which refers to U.S. corporate debt rated BBB- or better by Standard & Poor’s (“S&P”) or Baa3 or
better by Moody’s Investor Service (“Moody’s”);

U.S. high-yield bonds, which refers to U.S. corporate debt rated lower than BBB- by S&P or Baa3 by Moody’s;

Emerging market debt, which we define as U.S. dollar, Euro or local currency denominated bonds issued by sovereign
entities or corporations domiciled in a developing country, typically located in Latin America, Asia, or Central and Eastern
Europe;

Eurobonds, which we define generally to consist of bonds intended to be distributed to European investors, primarily bonds
issued by European corporations, excluding bonds that are issued by corporations domiciled in an emerging markets country
and excluding most government bonds that trade in Europe;

Municipal bonds, which are debt securities issued by states, cities, counties and other governmental entities in the U.S. to
fund day-to-day obligations and to finance a wide variety of public projects, such as highways or water systems and typically
offer interest payments that are exempt from federal income taxation and may be exempt from state income and other taxes;
and

Other credit products, including leveraged loans, which are senior secured commercial facilities provided by a syndicate of
lenders for below investment-grade companies (credit rating below BBB- or Baa3).

Our rates products consist of the following areas:



U.S. government bonds, which are government instruments issued by the U.S. Department of the Treasury;

Agency bonds, which are securities issued by a federal government department or by a government-sponsored enterprise,
including the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation; and

Other government bonds, including European government bonds, which are bonds issued by governments of countries in
the European Union (“E.U.”) and non-E.U. European countries, as well as bonds issued by other supranational
organizations, agencies and sovereigns, including the European Commission.

The six largest product areas available on our platform by revenue for the year ended December 31, 2021 were U.S. high-grade

($301.1 million), U.S. high-yield ($140.5 million), emerging market debt ($104.1 million), Eurobonds ($39.4 million), municipal
bonds ($15.0 million) and U.S. government bonds ($13.4 million). In the chart below, we show the average daily trading volume and
the amount of new issuance of such product areas for the years ended December 31, 2021 and 2020, except where indicated:

Average Daily Trading Volume

Amount of New Issuance

2021

2020

% Change

2021

2020

% Change

(In billions)
$

25.3
10.5
20.8
11.6
5.7
603.2

(6.5)%
(7.0)
1.5
(5.5)
(21.6)
3.5

23.6 $
9.8
21.1
11.0
4.4
624.1

U.S. high-grade(1)
U.S. high-yield(1)
Emerging market debt(2)
Eurobonds(3)
Municipal bonds(4)
U.S. government bonds(5)
______________________
(1)
(“FINRA”) Trade Reporting and Compliance Engine (“TRACE”) and amount of new issuance is according to J.P. Morgan Markets.
(2)
For emerging markets debt, ADTV is as measured by the Emerging Markets Trade Association and amount of new issuance is according to J.P.
Morgan Markets. The amount of new issuance excludes debt issued by emerging market sovereigns, which are included in our definition of emerging
markets debt. ADTV and amount of new issuance are for the nine months ended September 30, 2021 and 2020, the most recent dates available.
(3)
Association.
(4)
(5)

For municipal bonds, ADTV is as measured by the Municipal Securities Rulemaking Board and amount of new issuance is according to SIFMA.
For U.S. government bonds, ADTV is as measured by SIFMA and amount of new issuance is according to SIFMA.

For U.S. high-grade and high-yield, average daily trading volume (“ADTV”) is as measured by the Financial Industry Regulatory Authority

For Eurobonds, ADTV is according to our internal estimates and amount of new issuance is according to the International Capital Markets

1,379.9 $
476.9
437.1
511.7
480.4
19,511.8

1,755.9
444.9
394.9
569.2
484.7
20,951.5

(21.4) %
7.2
10.7
(10.1)
(0.9)
(6.9)

We believe that the current level of electronic trading in our six largest product areas is generally low, creating a long runway for
future growth. For example, we estimate that the level of electronic trading as a percentage of all means of trading (referred to as
“electronic market share”) for U.S. high-grade bonds, U.S. high-yield bonds, municipal bonds, emerging market debt and Eurobonds
are approximately 35%, 20%, 10%, 10% and 45%, respectively. U.S. Treasuries are further down the path of electronic trading with an
estimated electronic market share at approximately 65%. As a comparison, based on third party estimates, the level of electronic market
share for U.S. equity options, U.S. Exchange traded cash equities and foreign exchange spots are each over 90%.

Our Full Trading Lifecycle Solutions

A key principle of our strategy is connecting the most robust network of participants through an advanced full trading lifecycle
solution that includes diverse trading protocols, intelligent data products and a range of pre- and post-trade services. In 2021, 88.8% of
our revenues were derived from commissions for transactions executed on our platforms through our diverse trading protocols, 5.5% of
our revenues were derived from our integrated and actionable data offerings and 5.6% of our revenues were derived from our post-trade
services.

Diverse Trading Protocols

Disclosed Request for Quote

Our traditional disclosed RFQ protocol allows our institutional investor clients to simultaneously request competing, executable
bids or offers from our dealer clients and execute trades with the dealer of their choice from among those that choose to respond. We
are not a party to any of the disclosed RFQ trades that occur on our platforms between institutional investor clients and dealer clients;
rather, we serve as a technology intermediary between dealers and institutional investors, enabling them to meet, agree on a price and
then transact directly with each other. The disclosed RFQ protocol is available for transactions in all of our product areas and can be
used for:



multiple-dealer inquiries to up to approximately 120 dealers;

list trading, which is the ability to request bids and offers on up to 200 bonds at the same time;

portfolio trading, which allows our market participants to transact bond basket trades of up to 1,500 securities in an all-or-
none trading protocol with one aggregate price for the portfolio transaction; and

swap trading, which is the ability to request an offer to purchase one bond and a bid to sell another bond.

In 2021, 67.9% of all credit volume on the MarketAxess platform was executed via a form of our RFQ protocol.

Open Trading

Our Open Trading protocols complement our disclosed RFQ protocol by increasing the number of potential counterparties and
improving liquidity by allowing all participants to interact anonymously in an all-to-all trading environment of over 1,800 potential
counterparties. Open Trading participants are able to maintain their anonymity from trade initiation all the way through to settlement.
Unlike our disclosed RFQ protocol, in connection with our Open Trading protocols, we execute bond transactions between and among
institutional investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller
in matching back-to-back trades.

We currently offer Open Trading protocols in U.S. high-grade bonds, U.S. high-yield bonds, Eurobonds, certain emerging market
debt, municipal bonds, U.S. Treasuries, agency bonds and other government bonds. Following the introduction of Open Trading on our
platforms in 2013, we have continued to build upon the technology to develop more features and services. For example, in 2021, we
launched the Diversity Dealer Initiative (the “DDI”), which leverages the Open Trading marketplace by allowing institutional investor
clients to select minority-, women- and veteran-owned broker-dealers to intermediate an Open Trading transaction, while still achieving
best execution. In addition to the DDI, we offer several other Open Trading protocols, including:



Market List RFQ, which provides our Open Trading participants with the ability to display requests for bids and offers
anonymously to the entire MarketAxess trading community, thereby creating broad visibility of their inquiry among market
participants and increasing the likelihood that the request will result in a completed trade. The Market List protocol is
typically used simultaneously with a disclosed RFQ, allowing the requestor to achieve best execution by seeking pricing
from a participant’s known trading relationships and the Open Trading marketplace at the same time;

Dealer RFQ, which allows dealers to initiate RFQs to all other dealers or to the entire Open Trading network, is used by our
dealer clients to manage risk, source liquidity, and facilitate transactions on behalf of their clients. Dealer RFQ is
increasingly being used by our dealer clients, representing 10.4% of our credit volume for the year ended December 31,
2021, up from 8.5% for the year ended December 31, 2020;

Mid-X sessions, a sessions-based mid-point matching tool that allows firms to trade against the mid-point price established
by Composite+ at a given time instead of bilaterally negotiating a price, which we believe removes some of the pricing
challenges inherent in other trading protocols;

Live Markets, an order book functionality that creates a single view of two-way, actionable prices for the most active
corporate bonds and U.S. Treasuries, including newly issued debt, benchmark issues and news-driven securities; and

Public Axes™, which is an order book-style price discovery process that gives clients the ability to view anonymous or
disclosed indications of interest from the inventory posted on our platforms.

In 2021, 32.1% of all credit volume on the MarketAxess platform was executed via Open Trading protocols.

Automated Trading Protocols

We believe that our automated trading protocols, which allow clients to set eligibility criteria for their orders that our platforms
will use to determine whether or not to execute a trade in accordance with the pre-defined parameters, reduces trading inefficiencies and
human errors while allowing traders to focus on higher-value trades. Some of our automation tools include:



Auto-X RFQ, which allows clients to automatically transact using simple variables such as trade size, price and number of
respondents; and

Auto-Responder, which allows clients to automatically respond to requests using either a specified response level or a mid-
point price generated by our pricing tool.

In 2021, 6.3% of all credit volume on the MarketAxess platform was executed via automated trading protocols.

In addition, we offer U.S. Treasury Hedging, which automatically provides a U.S. Treasury hedge for trades in credit products

available on our platforms.

Integrated and Actionable Data

Data feeds the full trading lifecycle of fixed-income transactions. Timely and accurate data is particularly important in the fixed-
income markets where real-time data has traditionally been scarce and transparency has been limited. Traders are increasingly using
data and machine-learning for pre-trade analytics, automated execution, transaction cost analysis and post-trade solutions. Our data
strategy is centered on using our data offerings to support trading activity through our diverse trading protocols and growing our revenues
from our commercial data offerings. We believe that our electronic trading platforms allow institutional investors to compile, sort and
use information to discover investment opportunities that might have been difficult or impossible to identify using a manual information-
gathering process or other electronic services. Our data products are based on the trading activity and transactions that occur on our
platforms.

Pricing Products

Our Composite+ pricing algorithm generates near real-time prices for approximately 33,000 corporate and sovereign bonds based
on a variety of data inputs, including feeds from our trading platforms, our post-trade services and TRACE. Composite+ is used by
clients as a pre-trade reference price to enhance trading outcomes and transaction cost analysis. Composite+ can be combined with our
auto-execution service, providing clients with an alert if a response is “off market”.

Axess All, the first intra-day trade tape for the European fixed-income market, is sourced from approximately 42,000 bond
transactions processed daily by our post-trade services business and includes aggregated volume and pricing for the most actively traded
European fixed-income instruments. We also provide market participants with access to pricing, liquidity and volume data on
approximately 54,000 unique fixed-income securities and securities reference data for approximately 70,000 fixed-income securities.

Liquidity Products

We provide order and execution workflow solutions designed to meet the specific needs of the customer. LiquidityBridge® is the
execution management system that we offer to dealers that allows users to manage and facilitate the complex liquidity flows across
multiple trading platforms, including the MarketAxess system. LiquidityBridge brings together real-time comparison and execution of
bond prices across multiple sectors, allowing users to rapidly react to trading opportunities.

Axess IQ™ is our order and execution workflow solution designed to meet the needs of the wealth management and private
banking community by improving liquidity discovery, execution efficiency and alpha generation for firms with large numbers of
individual client orders.

Relative Liquidity Score is a product that provides a defined measurement of the current liquidity for individual bonds and

highlights the relative potential ease that a trader can expect to transact in such instruments.

Analytics Products

BondTicker® provides real-time TRACE data and enhances it with MarketAxess trade data and analytical tools in order to provide
professional market participants with a comprehensive set of corporate bond price information with associated analytical tools that are
not otherwise available. The data includes trade time and sales information, including execution prices, as well as MarketAxess-
estimated spread-to-Treasuries, for trades disseminated by the TRACE system. The data also includes actual execution prices and
spread-to-Treasury levels for U.S. high-grade corporate bond trades executed on the MarketAxess platform. BondTicker is currently the
source of corporate bond trading information for The Wall Street Journal in the U.S.

BondTicker allows institutional investors to search for and sort bonds based upon specific criteria, such as volume, time/date of
transaction, spread change, issuer or security. This search function allows institutional investors to compile information relating to
potential securities trades in a fraction of the time that it takes to manually compile this information from disparate sources or other
electronic databases. BondTicker is integrated directly into the MarketAxess electronic trading platform and can be seamlessly accessed,
either when viewing securities inventory or when launching an inquiry.

Post-Trade Services

We provide trade matching and regulatory reporting services for European investment firms and market and reference data across
a range of fixed-income products. In response to the pre-and post-trade transparency mandates from the recast Markets in Financial
Instruments Directive (“MiFID II”) in Europe, we have been authorized by each of the United Kingdom (“U.K.”) Financial Conduct
Authority (“FCA”) and the Netherlands Authority for the Financial Markets (“AFM”) as an Approved Publication Arrangement
(“APA”) and an Approved Reporting Mechanism (“ARM”). In addition to our APA and ARM reporting services, we have developed a
comprehensive suite of value-add solutions for MiFID II, including pre-trade transparency services, systematic internaliser (“SI”)
determination and monitoring, best execution reporting, commodity position reporting, data quality analysis and peer benchmarking.

In the E.U. and U.K., all firms regulated as “investment firms” under MiFID II are required to submit complete and accurate
details of qualifying transactions to their national regulator no later than the close of the working day following the date of the transaction.
This process is known as transaction reporting. Firms may either report directly to the regulator or use an entity that is licensed as an
ARM, such as our subsidiaries in the U.K. and the Netherlands, to validate and submit such reports. Our multi-asset class ARM reporting
solution allows our clients to report to 20 different European regulators. We have also collaborated with Equilend on a full front-to-back
Securities Financing Transactions Regulation (“SFTR”) solution to support mutual clients with their SFTR reporting requirements.

Under the Markets in Financial Instruments Regulation (“MiFIR”), all regulated investment firms in the U.K. and the E.U. are
required to comply with pre- and post-trade transparency requirements pursuant to which quotes and trades must be made public subject
to a system of waivers and deferrals. Firms are required to utilize an APA, such as our APAs in the U.K. and the Netherlands, to comply
with the post-trade transparency requirement and, although optional, many firms also utilize a third-party provider to satisfy the pre-
trade transparency requirement. The MarketAxess transparency and APA trade reporting solutions are available through our Insight™
platform, offering our clients a pre- and post-trade transparency solution, including APA trade reporting, quote publication, SI
determination and instrument liquidity classification. We also offer a commodity position reporting service to assist firms in compliance
with the commodity derivative position limit reporting requirements of MiFID II.

Trade matching enables counterparties to agree on the terms of a trade shortly after execution, reducing the risk of trade errors
and fails during settlement. We provide a near real-time post-trade matching and exception management tool which covers a broad range
of securities, including fixed-income and equities. By confirming all economic details within minutes of trade execution, we help our
clients to mitigate their operational risk, improve STP and efficiency and address the complexities of MiFID II and the Central Securities
Depositories Regulation.

MarketAxess has approximately 960 post-trade reporting and transparency clients, including broker-dealers, hedge funds and
investment banks. In 2020, we acquired Regulatory Reporting Hub, which has helped us expand and improve our services across a
broader European client base, predominantly in Germany, France and the Nordics regions.

Our Clients

Almost 1,900 institutional investor and broker-dealer firms are active users of our platforms. Although institutional investors,
specialist market-making firms, proprietary trading firms and other non-traditional liquidity providers have increasingly provided
liquidity on our platforms through Open Trading, we believe these broker-dealers still represent the principal source of secondary market
liquidity in the markets in which we operate. Secondary market liquidity refers to the ability of market participants to buy or sell a
security quickly and in large volume following the original issuance of the security, without substantially affecting the price of the
security.

Our Technology

The design and quality of our technology products are critical to our growth and our ability to execute our business strategy.

Easy-to-use, secure architecture

Our electronic trading platforms have been designed with secure, scalable client-server architecture that makes broad use of
distributed computing to achieve speed, reliability and fault tolerance. The platforms are built on industry-standard technologies and
have been designed to handle many multiples of our current trading volume. We increasingly utilize cloud technology to capitalize on
innovative tooling, cost savings, and improvements to development velocity.

All critical server-side components, including our networks, application servers and databases, have backup equipment running
in the event that the main equipment fails. This offers redundant system capacity designed to maximize uptime and minimize the
potential for loss of transaction data in the event of an internal failure. We also seek to minimize the impact of external failures by
automatically recovering connections in the event of a communications failure. The majority of our broker-dealer clients and a significant
number of our institutional investor clients have redundant dedicated high-speed communication paths to our network in order to provide
fast data transfer. Our security measures include industry-standard communications encryption.

We have designed our primary application with an easy-to-use, Windows-based interface. Our clients are able to access our
electronic trading platforms through a secure, single sign-on. Clients are also able to execute transactions over our platforms directly
from their order management systems. We provide users an automatic software update feature that does not require manual intervention.

We prioritize security throughout our platforms, operations and software development. We use architectural, design and
implementation features to structurally address security risks, such as logical and physical access controls, perimeter firewall protection
and embedded security processes in our systems development lifecycle. Our cybersecurity program is based on the National Institute of
Standards and Technology Cyber Security Framework (the “Framework”). The Framework consists of standards, guidelines and best
practices to manage cybersecurity-related risks and promote the protection and resilience of critical infrastructure. Our Global Chief
Information Security Officer leads a cybersecurity team in assessing, managing and reducing the relevant risks with a goal of assuring
continuous delivery of service. We constantly monitor connectivity and suspect events are escalated to our global risk and management
teams.

Empowering our Clients through End-to-End Connectivity

STP refers to the integration of systems and processes to automate the trade process from end-to-end — trade execution,
confirmation and settlement — without the need for manual intervention. We provide our broker-dealer and institutional investor clients
with a range of tools that facilitate straight-through processing, including order upload, easy-to-use online allocation tools and pre- and
post-trade messaging features that enable our clients to communicate electronically between their front- and back-office systems. Our
straight-through processing tools can be customized to meet specific needs of our clients and allow them to integrate their order, portfolio
management and accounting systems in real time. We maintained over 1,900 STP connections as of December 31, 2021. In addition,
many of our clients use our Application Programming Interface (“API”) services for pre-trade, trade negotiation and post-trade services
to improve efficiency and reduce errors in processing.

In addition to STP and APIs, our electronic trading platforms also include verification mechanisms at various stages of the
execution process which result in greater accuracy in the processing, confirming and clearing of trades between institutional investor
and broker-dealer clients, including real-time trade details, account allocations, automated audit trails and trade detail matching. These
verification mechanisms are designed to ensure that our institutional investor and broker-dealer clients are sending accurate trade
messages by providing multiple opportunities to verify they are trading the correct bond, at the agreed-upon price and size. Our platforms
are designed to assist our institutional investor clients in automating the transmittal of order tickets from the portfolio manager to the
trader, and from the trader to back-office personnel. This automation provides more timely execution and a reduction in the likelihood
of errors that can result from manual entry of information into different systems.

Agile Software Development

We utilize an Agile software development methodology, which relies on small, autonomous working groups that build products
based on a continuous feedback loop. This shift provides greater transparency and predictability to our clients, increases our flexibility
to make changes that reflect market changes or changes in business priorities and allows greater prioritization. In addition, this
methodology has allowed us to deliver enhancements on our platforms at an increased speed. During the year ended December 31, 2021,
we delivered approximately 650 unique new business and technical features to our clients.

See Part I, Item 1A. – “Risk Factors — Technology, IT Systems and Cybersecurity Risks.”

Environmental, Social and Governance (“ESG”)

We are focused on growing our business by delivering sustainable long-term value for our customers, employees, stockholders,
and the communities where we live and work. At MarketAxess, our ESG strategy encompasses both corporate and commercial
objectives.

Corporate ESG Objectives

As part of our vision to maximize stakeholder value, we strive to incorporate ESG principles into our business strategies and
organizational culture. In response to interest from our stockholders and other constituents, in our 2020 ESG Report, we began reporting
against the Sustainability Accounting Standards Board’s (“SASB”) metrics applicable to Security and Commodity Exchanges,
Professional and Commercial Services and Software and IT Services, which can be found on our corporate website (available at
https://www.marketaxess.com/sustainability). In addition, in response to the increasing importance of climate change to the overall
global economy and its effect on global credit markets, we have begun to measure our carbon footprint. We currently plan to report on
our progress when the data becomes available and put measurable environmental goals in place. Please also refer to “Human Capital
Resources” for additional information on our human capital management strategies.

Our prior ESG Reports and the fiscal year 2021 ESG Report, when issued, are not, and shall not be deemed to be, a part of this

Form 10-K or incorporated into any of our other filings made with the U.S. Securities and Exchange Commission (the “SEC”).

Commercial ESG Objectives

In order to help our institutional investor and broker-dealer clients meet their ESG goals and strategies, we have begun to develop
ESG-integrated product offerings. For example, in 2019, we launched our “Trading for Trees” program, under which five trees are
planted by One Tree Planted, our partner charitable organization, for every $1 million of green bond trades executed on our platforms.
In 2021, $51.1 billion in corporate and municipal green bond trading volume was executed globally on the MarketAxess platforms, an
increase of 89.3% from 2020. In the U.S., where public data is available, MarketAxess ranks as the largest electronic corporate and
municipal green bond marketplace with an estimated market share of 20.9% in TRACE-reported corporate and municipal green bond
volume.

In addition, in 2021, we launched the DDI to enable buy side firms to trade more easily with certain minority-, women- and
veteran-owned broker-dealers, while still achieving best execution. The DDI leverages our anonymous all-to-all Open Trading
marketplace and provides enhanced trading connections by giving institutional investor clients the option to select a diversity dealer to
intermediate an Open Trading transaction.

Sales and Marketing

We promote our products and services using a variety of direct and indirect sales and marketing strategies. Our sales force, which
works closely with our product management and technology teams, is responsible for client acquisition activity and the management of
ongoing client relationships. Our sales team is also responsible for training and supporting new and existing clients on their use of our
platforms and post-trade solutions, including how to optimize their trading performance and efficiency through our various trading
protocols. We employ various strategies, including advertising, direct marketing, digital and social media, promotional mailings, and
participation in industry conferences and media engagement, to increase awareness of our brand, our trading platforms and our other
solutions. For example, we work with The Wall Street Journal to leverage BondTicker data as the source of information for its weekly
distressed debt tables.

Seasonality

Our revenue can be impacted by seasonal effects caused by increased levels of new bond issuance, which often occurs in the first

quarter of a year, or slow-downs in trading activity, particularly during the customary holiday periods in August and December.

Competition

The global fixed-income securities industry generally, and the electronic financial services markets in which we engage in
particular, are highly competitive, and we expect competition to intensify in the future. We compete with a broad range of market
participants globally. Some of these market participants compete with us in a particular market, while select others compete against the
entire spectrum of our platforms and solutions. We believe our competitive position is enhanced by the familiarity and integration of
our clients with our electronic trading platforms and other systems.

We primarily compete on the basis of our client network, the liquidity provided by our broker-dealer, and to a growing extent, our
institutional investor clients, the total transaction costs associated with our services, the breadth of products, protocols and services
offered, as well as the quality, reliability, security and ease of use of our platforms. We face five main areas of competition:



Bilateral Trading — We compete with bond trading business conducted over the telephone, e-mail or instant messaging
directly between broker-dealers and their institutional investor clients. Institutional investors have historically purchased
fixed-income securities by telephoning or otherwise communicating via e-mail or instant messaging with bond sales
professionals at one or more broker-dealers and inquiring about the price and availability of individual bonds. This remains
the manner in which the majority of corporate bond volumes are still traded between institutional investors and broker-
dealers.

Other multi-party electronic trading platforms — There are numerous other electronic trading platforms currently in
existence, including several that have only commenced operations in the last few years. We compete with Tradeweb,
Bloomberg, Intercontinental Exchange, Trumid and others in the credit and municipal markets; and Tradeweb, Bloomberg,
CME Group (NEX Group), BGC Partners (Fenics UST) and others in the rates markets. In addition, some broker-dealers
and institutional investors operate, or have invested in, proprietary electronic trading systems or information networks that
enable institutional investors to trade directly with a broker-dealer, and/or with other institutional investors over an
electronic medium. As we expand our business into new products, we will likely come into more direct competition with
other electronic trading platforms or firms offering traditional services.

Securities and Futures Exchanges — In recent years, exchanges have pursued acquisitions that have put them in competition
with us. For example, the London Stock Exchange Group acquired a significant stake in Tradeweb and Intercontinental
Exchange acquired BondPoint and TMC Bonds, retail-focused platforms, and IDC, a provider of fixed-income data, in an
effort to expand its portfolio of fixed-income products and services. CME Group also operates platforms that compete with
us. Exchanges also have data and analytics businesses, which increasingly put their offerings in direct competition with us.

Market data and information vendors — Several large market data and information providers, such as Bloomberg, Refinitiv,
Intercontinental Exchange, and IHS Markit currently have a data and analytics relationship with virtually every institutional
firm. Some of these entities currently offer varying forms of electronic trading of fixed-income securities. Some of these
entities have announced their intention to expand their electronic trading platforms or to develop new platforms. These
entities are currently direct competitors to our information services business and already are or may in the future become
direct competitors to our electronic trading platforms.

Other approved regulatory reporting businesses — We compete with other approved regulatory mechanisms in Europe that
have ARM and APA designations, such as the London Stock Exchange’s UnaVista and Tradeweb, to provide post-trade
matching and regulatory transaction reporting and transparency services to European clients.

We face intense competition, and we expect competition to continue to intensify in the future. See Part I, Item 1A. – “Risk Factors
— Risks Related to Operating in the Electronic Fixed-Income Trading Markets — We face substantial competition that could reduce
our market share and harm our financial performance.”

Intellectual Property

We rely upon a combination of copyright, patent, trade secret and trademark laws, written agreements and common law to protect
our proprietary technology, processes and other intellectual property. Our software code, elements of our electronic trading platforms,
website and other proprietary materials are protected by copyright laws. We have been issued 13 patents covering significant trading
protocols and other aspects of our trading system technology.

The written agreements upon which we rely to protect our proprietary technology, processes and intellectual property include
agreements designed to protect our trade secrets. Examples of these written agreements include third party nondisclosure agreements,
employee nondisclosure and inventions assignment agreements, and agreements with customers, contractors and strategic partners.
Other written agreements upon which we rely to protect our proprietary technology, processes and intellectual property take many forms
and contain provisions related to patent, copyright, trademark and trade secret rights.

We have registered the MarketAxess® name and logo for trademark in the U.S., Europe and in other parts of the world. We also
have a number of other registered or pending trademarks and service marks globally, including Open Trading®, BondTicker®, and Now
You’re In The Market® among others. In addition, we own, or have filed applications for, the rights to trade names, copyrights, domain
names and service marks that we use in the marketing of products and services to clients.

In addition to our efforts to register our intellectual property, we believe that factors such as the technological and creative skills
of our personnel, new product and service developments, frequent enhancements and reliability with respect to our services are essential
to establishing and maintaining a technology and market leadership position.

Government Regulation

The securities industry and financial markets in the U.S. and elsewhere are subject to extensive regulation. In these jurisdictions,
government regulators and self-regulatory organizations oversee the conduct of our business, and have broad powers to promulgate and
interpret laws, rules and regulations that may serve to restrict or limit our business. As a matter of public policy, these regulators are
charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of investors
participating in those markets. Our active broker-dealer and regulated venue subsidiaries fall within the scope of their regulations.
Rulemaking by regulators, including resulting market structure changes, has had an impact on our business by directly affecting our
method of operation and, at times, our profitability.

As registered broker-dealers, trading venues and other types of regulated entities as described below, certain of our subsidiaries
are subject to laws, rules and regulations (including the rules of self-regulatory organizations) that cover all aspects of their business,
including manner of operation, system integrity, anti-money laundering and financial crimes, handling of material non-public
information, safeguarding data, capital requirements, reporting, record retention, market access, licensing of employees and the conduct
of officers, employees and other associated persons.

Regulation can impose, and has imposed, obligations on our regulated subsidiaries, including our broker-dealer subsidiary. These
increased obligations require the implementation and maintenance of internal practices, procedures and controls, which have increased
our costs. Many of our regulators, as well as other governmental authorities, are empowered to bring enforcement actions and to conduct
administrative proceedings, examinations, inspections and investigations, which may result in increased compliance costs, penalties,
fines, enhanced oversight, increased financial and capital requirements, additional restrictions or limitations, censure, suspension or
disqualification of the entity and/or its officers, employees or other associated persons, or other sanctions, such as disgorgement,
restitution or the revocation or limitation of regulatory approvals. Whether or not resulting in adverse findings, regulatory proceedings,
examinations, inspections and investigations can require substantial expenditures of time and money and can have an adverse impact on
a firm’s reputation, client relationships and profitability. From time to time, we and our associated persons have been and are subject to
routine reviews, none of which to date have had a material adverse effect on our businesses, financial condition, results of operations or
prospects. As a result of such reviews, and any future actions or reviews, we may be required to, among other things, amend certain
internal structures and frameworks such as our operating procedures, systems and controls.

The regulatory environment in which we operate is subject to constant change. We are unable to predict how certain new laws
and proposed rules and regulations will be implemented or in what form, or whether any changes to existing laws, rules and regulations,
including the interpretation, implementation or enforcement thereof or a relaxation or amendment thereof, will occur in the future. We
believe that uncertainty and potential delays around the final form of certain new rules and regulations may negatively impact our clients
and trading volumes in certain markets in which we transact, although a relaxation of or the amendment of existing rules and
requirements could potentially have a positive impact in certain markets. While we generally believe the net impact of the laws, rules
and regulations may be positive for our business, it is possible that unintended consequences may materially adversely affect us in ways
yet to be determined. See Part I, Item 1A. – “Risk Factors – Regulatory and Legal Risks - Our business and the trading businesses of
many of our clients are subject to increasingly extensive government and other regulation, which may affect our trading volumes and
increase our cost of doing business.”

U.S. Regulation

In the U.S., the SEC is the federal governmental agency primarily responsible for the administration of the federal securities laws,
including adopting and enforcing rules and regulations applicable to broker-dealers. Our broker-dealer subsidiary operates an alternative
trading system (“ATS”) subject to the SEC’s Regulation ATS, which includes certain specific requirements and compliance
responsibilities in addition to those faced by broker-dealers generally, and an exempt ATS for U.S. Treasuries. Broker-dealers are also
subject to regulation by state securities administrators in those states in which they conduct business or have registered to do business.
We are also subject to the various anti-fraud provisions of the Securities Act of 1933, as amended (the “Securities Act”), the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Commodity Exchange Act, certain state securities laws and the rules and
regulations promulgated thereunder. We also may be subject to vicarious and controlling person liability for the activities of our
subsidiaries and our officers, employees and affiliated persons.

The CFTC is the federal agency primarily responsible for the administration of federal laws governing activities relating to futures,
swaps and other derivatives, including the rules applicable to our SEF. In 2021, we decided to stop offering credit indices trading and,
accordingly, we suspended our SEF’s operations. Despite the cessation of operations, our SEF continues to be subject to regulations that
relate to trading and product requirements, governance and disciplinary requirements, operational capabilities, surveillance obligations
and financial information and resource requirements, including the requirement that they maintain sufficient financial resources to cover
operating costs for at least one year. Our SEF continues to be subject to both scheduled and unscheduled examinations by the CFTC.

Much of the regulation of broker-dealers’ operations in the United States has been delegated to self-regulatory organizations.
These self-regulatory organizations adopt rules (which are generally subject to approval by the SEC) that govern the operations of
broker-dealers and conduct periodic inspections and examinations of their operations. In the case of our U.S. broker-dealer subsidiary,
the principal self-regulatory organization is FINRA. Our U.S. broker-dealer subsidiary is subject to both scheduled and unscheduled
examinations by the SEC and FINRA. In addition, our broker-dealer’s municipal securities-related activities are subject to the rules of
the MSRB.

The SEC recently conducted a review of the regulatory framework for fixed-income electronic trading platforms for the purpose
of evaluating the potential regulatory gaps that may exist among such platforms, including ours, with respect to access to markets,
system integrity, surveillance, and transparency, among other things. In January 2022, as a result of this review, the SEC proposed rules
that will expand Regulation ATS and Regulation SCI to alternative trading systems (ATS) that trade government securities and amend
the SEC rule regarding the definition of an “exchange” to include Communication Protocol Systems, such as our RFQ protocols. In
connection with these proposed rules, we expect that we will have to operate all of our trading protocols in compliance with Regulation
ATS. It is unknown at this time to what extent new legislation will be passed into law or whether pending or new regulatory proposals
will be adopted or modified, or what effect such passage, adoption or modification will have, whether positive or negative, on our
industry, our clients or us.

Non-U.S. Regulation

Outside of the United States, we are currently directly regulated by: the Financial Conduct Authority (“FCA”) in the U.K., De
Nederlandsche Bank (“DNB”) and the Authority for the Financial Markets (“AFM”) in the Netherlands, the Monetary Authority of
Singapore (the “MAS”), the Investment Industry Regulatory Organization of Canada (the “IIROC”) and provincial regulators in Canada,
and the Securities and Exchange Commission and Central Bank in Brazil. We also hold cross-border licenses or permissions to operate
in other jurisdictions with other regulatory bodies, including the Swiss Financial Market Supervisory Authority (“FINMA”), the
Securities & Futures Commission of Hong Kong, the Australian Securities and Investment Commission in Australia (“ASIC”), the
Danish Financial Supervisory Authority, the German Federal Financial Supervisory Authority (“BaFin”), the Commission de
Surveillance du Secteur Financier of Luxembourg, the Italian Commissione Nazionale per le Società e la Borsa (“Consob”), the
Norwegian Financial Supervisory Authority and the Finnish Financial Supervisory Authority.

The FCA’s strategic objective is to ensure that the relevant markets function properly and its operational objectives are to protect
consumers, to protect and enhance the integrity of the U.K. financial system and to promote effective competition in the interests of
consumers. It has investigative and enforcement powers derived from the Financial Services and Markets Act 2000 (“FSMA”) and
subsequent legislation and regulations. Subject to the FSMA, individuals or companies that seek to acquire or increase their control in
a firm that the FCA regulates is required to obtain prior approval from the FCA.

The securities industry and financial markets in the 27 member states of the E.U. is regulated by agencies in each member state.
E.U. regulations provide for a cross-border “passporting regime”, which allows us to provide our regulated services throughout the E.U.
in reliance upon our authorization from any E.U. member state. As a result of the U.K.’s departure from the E.U. in 2020 (commonly
referred to as “Brexit”), we obtained AFM authorizations for our subsidiaries in the Netherlands and we now provide regulated services
to our clients within the E.U. in reliance on the cross-border services passport held by our Dutch subsidiaries.

The legal framework in the Netherlands for financial undertakings is predominantly included in the Dutch Financial Supervision
Act (“FSA”). The AFM, like DNB, is an autonomous administrative authority with independent responsibility for fulfilling its
supervisory function. Pursuant to the FSA, the AFM authorizes investment firms. The AFM is legally responsible for business
supervision. DNB is responsible for prudential supervision. The purpose of prudential supervision is to ensure the solidity of financial
undertakings and to contribute to the stability of the financial sector. Holders of a qualifying holding (in short, shareholdings or voting
rights of 10% or more) must apply to the DNB for a declaration of no objection and satisfy the applicable requirements of the FSA.

In January 2018, the E.U. implemented enhanced rules and regulations targeted at the financial services industry, including MiFID
II and MiFIR. MiFID II and MiFIR introduced significant changes to the E.U. financial markets that were designed to facilitate more
efficient markets and greater transparency for participants by: (i) enhancing pre- and post-trade transparency for fixed-income
instruments, (ii) increasing and enhancing post-trade reporting obligations with a requirement to submit post-trade data to ARMs, (iii)
improving technology synchronization and best execution and (iv) establishing a consolidated tape for trade data. Although MiFID II
and MiFIR were intended to help improve the functioning of the E.U. single market by achieving a greater consistency of regulatory
standards, MiFID II and MiFIR have caused us to expend significantly more compliance, business and technology resources, to incur
additional operational costs and has created additional regulatory exposure for our trading and post-trade businesses. While we generally
believe the net impact of the rules and regulations has been positive for our businesses, unintended consequences of the rules and
regulations (or future amendments thereto) may adversely affect us in ways yet to be determined. In particular, the divergence of the
U.K. from the E.U. following Brexit in relation to the future development of MIFID II and MiFIR and other rules and regulations within
the financial markets (such as the Central Securities Depository Regulation) may further increase the complexity, operational costs and
compliance requirements of our business in the U.K. and E.U. See Part I, Item 1A. — “Risk Factors — Regulatory and Legal Risks -
The U.K. exit from the European Union could materially adversely impact our business, clients, financial condition, results of operations
and prospects.”

Capital Requirements

Certain of our subsidiaries are subject to jurisdictional specific regulatory capital requirements, designed to maintain the general
financial integrity and liquidity of a regulated entity. In general, they require that at least a minimum amount of a regulated entity’s
assets be kept in relatively liquid form. Failure to maintain required minimum capital may subject a regulated subsidiary to a fine,
requirement to cease conducting business, suspension, revocation of registration or expulsion by the applicable regulatory authorities,
and ultimately could require the relevant entity’s liquidation.

In addition, as a result of our self-clearing activities, MarketAxess Corporation is required to finance certain transactions, maintain
deposits with various clearing organizations and clearing broker-dealers and maintain a special reserve bank account for the benefit of
customers pursuant to Rule 15c3-3 of the Exchange Act. These requirements can fluctuate based on trading activity, market volatility
or other factors which may impact our liquidity or require us to use our capital resources.

Regulatory Status of MarketAxess Entities

Our operations span jurisdictions across the Americas, Europe and Asia, and we operate through various regulated entities. The
current regulatory status of many of our business entities is described below. We also provide our platforms in other countries pursuant
to exemptions from registration under the laws of such countries.

Americas

MarketAxess Corporation is a SEC registered broker-dealer, a member of FINRA, the MSRB, and the Securities Investor

Protection Corporation (“SIPC”). MarketAxess Corporation is registered as a clearing broker with FINRA.

MarketAxess SEF Corporation is a CFTC registered SEF, although it suspended its operations in 2021.

MarketAxess Canada Company is registered as an Alternative Trading System with the Ontario Securities Commission (“OSC”),
the Autorité des Marchés Financiers (“AMF”), the British Columbia Securities Commission (“BCSC”) and the Alberta Securities
Commission (“ASC”) and is a member of IIROC.

MarketAxess Plataforma de Negociacao Ltda. is authorized through its parent (MarketAxess Holdings Inc.) by Comissão de
Valores Mobiliários (“CVM”) and BACEN (Central Bank of Brazil) to provide a system in Brazil for the trading of fixed-income
securities by sophisticated institutional investors.

MarketAxess Colombia Corporation is registered with the Superintendence of Finance of Colombia (“SOFC”) as an Information

System.

U.K. and Europe

MarketAxess Capital Limited is authorized and regulated by the FCA as a MiFID investment firm and acts as a matched principal

counterparty for Open Trading transactions.

MarketAxess Europe Limited is authorized and regulated by the FCA to operate a multilateral trading facility (“MTF”), licensed
by ASIC to have an Australian Markets License, recognized by FINMA as a foreign trading venue, licensed by BaFin under the German
Securities Trading Act, licensed by the Securities & Futures Commission of Hong Kong as an Automated Trading Service and licensed
by the Monetary Authority of Singapore as a Recognized Market Operator. In addition, following Brexit, MarketAxess Europe Limited
is recognized or licensed on a cross-border basis to provide its services in Italy and Finland and on a temporary cross-border basis in
each of Luxembourg, Denmark and Norway.

MarketAxess NL B.V. is authorized and regulated by the AFM in the Netherlands as an MTF. MarketAxess NL B.V. may provide
services throughout the E.U. 27 and EEA countries under the MiFID passport and is approved by FINMA to provide cross-border
services into Switzerland as a foreign trading venue.

MarketAxess Post-Trade NL B.V. is licensed in the Netherlands by the AFM as a Data Reporting Services Provider (“DRSP”),
specifically to act as an ARM and APA. MarketAxess Post-Trade NL B.V. may provide services throughout the E.U. 27 and EEA
countries under the MiFID passport.

MarketAxess Post Trade Limited is authorized and regulated by the FCA as a DRSP for ARM and APA services and as a service

company.

Asia and Pacific

MarketAxess Singapore Pte. Limited is approved by the Monetary Authority of Singapore as a Recognized Market Operator.
Additionally, MarketAxess Singapore Pte. Limited is approved by FINMA in Switzerland as a foreign trading venue, by Hong Kong as
an ATS, by Germany as a foreign market operator, and holds an Australian Markets License from ASIC.

Human Capital Resources

As of December 31, 2021, we had 676 employees, 424 of whom were based in the U.S. and 252 of whom were based outside of
the U.S., principally in the U.K. During fiscal year 2021, we increased our number of employees by 70, or 11.6%, compared to an
increase of 79, or 15.0%, in 2020. None of our employees are represented by a labor union. We consider our relationships with our
employees to be good and have not experienced any interruptions of operations due to labor disagreements.

Diversity, Equity and Inclusion

The diverse backgrounds, experiences and perspectives of our employees are one of our biggest strengths. We strive to make our
workforce more diverse, inclusive and supportive of all. We embrace a culture and vision that supports and enhances our ability to
recruit, develop and retain diverse talent at every level. Our employees participate in ongoing educational and developmental programs
designed to educate our employees about the Company’s diversity and inclusion initiatives and their importance to our success. As of
December 31, 2021, our global workforce was approximately 72.0% men and 28.0% women, and of our U.S. employees, our workforce
was approximately 28.8% Asian, 4.2% Black or African American, 7.1% Hispanic or Latinx, 57.5% White and 2.4% identified with
another race or ethnicity.

To broaden our candidate pools, we use diverse hiring sources, including employee referrals, recruitment vendors, postings on
diversity job boards and with diversity interest groups, and we attend various recruiting events. We have been able to further diversify
our workforce through our summer intern and graduate hire programs, which represent a spectrum of schools, fields of study, interests
and socio-economic backgrounds. In 2021, we continued with our partnerships with universities with larger racially diverse student
bodies in both New York and London, and we specifically targeted affinity groups on campus in order to diversify our applicant pool.

Human Capital Development

Our talent management strategy is focused on attracting, developing and retaining top talent within the Company. The market for
qualified personnel, especially software developers, has become increasingly competitive in our talent markets. Many companies,
including both our competitors and firms outside of our industry, are interested in hiring our experienced personnel. Additionally, highly
innovative technology firms both in and outside our traditional geographic markets may offer attractive employment opportunities to
our technology personnel through remote work opportunities.

In 2021, we conducted a global talent review to identify high-potential talent among our experienced employees, as well as a
position analysis review to identify critical roles throughout the organization. These reviews are helping us build short- and long-term
succession plans for our executive leadership team and other critical roles within the Company.

The Company also uses the talent review process and position analysis to inform our increasing levels of investment in learning
and development for our employees. Currently, we offer a customized management training program for new managers and an
accelerated leadership program for our more seasoned leaders who we believe may assume broader or more complex roles within the
Company in the future. We also offer a range of technical, markets-related, product management and soft-skills training courses on an
ongoing basis to enable our employees to develop a broad spectrum of skills. We conduct regular engagement surveys of our employee
base to better understand what is working well for our employees and identify areas that we can improve.

Employee Health & Wellbeing

In fiscal year 2021, the COVID-19 pandemic (the “Pandemic”), continued to have a significant impact on how we manage human
capital. We re-opened our primary offices in the fourth quarter of 2021 with an emphasis on safety and employee wellbeing. While our
offices remained open through the Omicron variant surge in New York, London and elsewhere, we encouraged our employees to work
from home when possible. We remain confident that we can continue to maintain business continuity by serving our clients in a virtual
or hybrid environment, as necessary, to promote employee and public safety. Our experienced teams of employees adapted to the
changes in our work environment and have managed our business successfully during this challenging time.

Company Information

MarketAxess was incorporated in Delaware in April 2000. Our internet website address is www.marketaxess.com. Through our
internet website, we will make available, free of charge, the following reports as soon as reasonably practicable after electronically filing
them with, or furnishing them to, the SEC: our annual report on Form 10-K; our quarterly reports on Form 10-Q; our current reports on
Form 8-K; and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended. Our Proxy Statements for our Annual Meetings are also available through our internet website. Our internet website and the
information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. You may
also obtain copies of our reports without charge by writing to:

MarketAxess Holdings Inc.
55 Hudson Yards
New York, NY 10001
Attn: Investor Relations

Our Board of Directors (the “Board”) has standing Audit, Compensation and Talent, Nominating and Corporate Governance, Risk
and Finance Committees. Each of these committees has a written charter approved by our Board of Directors and our Board of Directors
has also adopted a set of Corporate Governance Guidelines. Copies of the committee charters and the Corporate Governance Guidelines
are also posted on our website.

The SEC maintains an internet website that contains annual, quarterly and current reports, proxy and information statements and

other information that issuers (including the Company) file electronically with the SEC. The SEC’s internet website is www.sec.gov.

Item 1A. Risk Factors.

Risks Related to Global Economic and Market Conditions

Global economic, political and market factors beyond our control could reduce demand for our services, and our profitability

and business could suffer.

The global financial services business is, by its nature, risky and volatile and is directly affected by many national and international
factors that are beyond our control. Any one of these factors may cause a substantial decline in the U.S. and/or global financial services
markets, resulting in reduced trading volume. These events could have a material adverse effect on our business, financial condition and
results of operations. These factors include:




















economic and political conditions in the United States, Europe and elsewhere;
adverse market conditions, including unforeseen market closures or other disruptions in trading;
broad trends in business and finance;
consolidation or contraction in the number of market participants;
the current or anticipated impact of climate change, extreme weather events or natural disasters;
the emergence of widespread health emergencies or pandemics;
actual or threatened acts of war or terrorism or other armed hostilities;
actual or threatened trade war, including between the United States and China, or other governmental action related to
tariffs, international trade agreements or trade policies;
concerns over inflation and weakening consumer confidence levels;
the availability of cash for investment by mutual funds, exchange traded funds and other wholesale and retail investors;
the level and volatility of interest rates, the difference between the yields on corporate securities being traded and those on
related benchmark securities and foreign currency exchange rates;
the effect of monetary policy adopted by the Federal Reserve Board or foreign banking authorities, increased capital
requirements for banks and other financial institutions, and other regulatory requirements and political impasses;
credit availability and other liquidity concerns;
concerns over credit default or bankruptcy of one or more sovereign nations or corporate entities; and
legislative and regulatory changes, including changes to financial industry regulations and tax laws.

There have been significant declines in trading volumes in the financial markets generally in the past and there may be similar
declines in trading volumes generally or across our platforms in particular in the future. Any one or more of the above factors may
contribute to reduced trading volumes. Our revenues and profitability are likely to decline significantly during periods of stagnant
economic conditions, low volatility or low trading volume in the U.S. and global financial markets.

While we are expanding our businesses to new geographic areas, our business operations have historically been substantially
located in the U.S. and the U.K. Due to the concentration of our operations in the U.S. and U.K. we are subject to greater regional risks
than those of some of our competitors.

Our business has been, and our results of operations and financial condition may be, impacted by the outbreak of, and global

response to, the Pandemic and such impact could be materially adverse.

The global spread of the novel coronavirus disease 2019 (COVID-19) has created significant volatility in the markets we serve
and has increased uncertainty and economic disruption. The extent to which the Pandemic impacts our business, operations, and financial
results is uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including:






the duration and scope of the Pandemic and the effects of new variants;
governmental and business actions taken in response to the Pandemic, and in response to economic disruption, and the
impact of those actions on global economic activity;
the impact of the economic and business disruptions on the trading needs of our clients and the resulting impact on their
demand for our electronic trading platforms and solutions;
adverse market conditions, including unforeseen market closures, disruptions in trading, significant declines in market and
trading volumes, credit availability and other liquidity concerns; and
our ability to provide our electronic trading platforms and other solutions, including as a result of our employees' health or
our employees or our clients’ employees working remotely and/or closures of offices and facilities.

As a result of the Pandemic, the global economy has been experiencing a period of significant turmoil and we have experienced
significant changes in our daily operations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Critical Factors Affecting our Industry and our Company—Economic, Political and Market Factors.” Due to the
uncertainty of the duration, scope and severity of the Pandemic, the uncertainty as to what additional governmental measures may yet
be taken in response to the Pandemic and the unpredictable effect on our business, our employees and our clients, we are not able to
reasonably estimate the extent of any potential future impact of the Pandemic on our financial condition or results of operations, but the
impact could be material. Even after the Pandemic has subsided, our business may continue to be impacted as a result of the Pandemic’s
global economic impact. Further, our operating and financial results may be affected in a manner that is not presently known to us or in
a manner that we currently do not consider to present significant risks to our operations given the unprecedented and continuously
evolving nature of the Pandemic.

Our operations, businesses and clients could be materially adversely affected by climate change and we are subject to other ESG

risks that could adversely affect our reputation.

There is increasing concern over the risks of climate change and related environmental sustainability matters. The physical risks
of climate change include rising average global temperatures, rising sea levels and an increase in the frequency and severity of extreme
weather events and natural disasters, including floods, wildfires, hurricanes and tornados. Any of our primary locations or those of third
parties on which we rely may be vulnerable to such adverse physical effects of climate change, which could result in risk of loss incurred
as a result of physical damage, power outages, or business interruption caused by such events.

In addition, governments, investors, employees, customers, and the general public are increasingly focused on ESG practices and
disclosures. For example, certain investors are beginning to incorporate the business risks of climate change and the adequacy of
companies’ responses to climate change and other ESG matters as part of their investment theses and policies. Our reputation could be
adversely impacted by our sustainability practices and ESG disclosures or investor perceptions thereof, including if we fail to establish
measurable environmental goals or subsequently fail to meet any such goals. Any negative publicity we receive regarding ESG, low
ESG scores or ratings, or shifts in investing priorities may adversely affect the trading price of our common stock or our business,
operations and earnings if investors, employees, customers, or other stakeholders determine that we have not adequately considered or
addressed ESG matters. In addition, if the Company does not adapt to or comply with new regulations or fails to meet the ESG goals
under its strategy or evolving investor, industry or stakeholder expectations and standards, or if the Company is perceived to have not
responded appropriately to the growing concern for ESG issues, these or other climate changes could lead to increased operating costs
or capital expenses.

Risks Related to Operating in the Electronic Fixed-Income Trading Markets

Decreases in trading volumes in the fixed-income markets generally or on our platforms would harm our business and

profitability.

We have experienced significant decreases in overall market volumes in the past and may experience similar decreases in market
volumes in the future. Declines in the overall volume of fixed-income securities trading and in market liquidity generally, as well as
declines in interest rate volatility, could result in lower revenues from commissions for trades executed on our electronic trading
platforms and fees generated from related activities.

Likewise, decreases in our share of the segments of the fixed-income trading markets in which we operate, or shifts in trading
volume to segments of clients which we have not penetrated, could result in lower trading volume on our platforms and, consequently,
lower commissions and revenue. During periods of increased volatility in credit markets, the use of electronic trading platforms by
market participants may decrease dramatically as institutional investors may seek to obtain additional information during the trade
process through conversations with broker-dealers. In addition, during rapidly moving markets, broker-dealers are less likely to post
prices electronically. Our market share of the fixed-income trading markets is also impacted by a variety of other factors, including the
amount of new issuances of corporate debt, the level of bond fund inflows or outflows, the percentage of volumes comprised of Rule
144A transactions, the percentage of volumes comprised of larger trades known as “block trades”, the level of credit spreads and credit
volatility and whether the prevalent market environment is an “offer wanted” or “bid wanted” environment.

A decline in overall market volumes, trading volumes on our platforms or our platforms’ market share for any reason would
negatively affect our commission revenue and may have a material adverse effect on our business, financial condition and results of
operations.

The industry in which we operate is rapidly evolving. If we are unable to adapt our business effectively to keep pace with

industry changes, we may not be able to compete effectively, which could have a material adverse effect on our business, financial
condition and results of operations.

The electronic financial services industry is characterized by rapidly changing and increasingly complex technologies and systems,
changing and increasingly sophisticated client demands (including access to new technologies, functionalities and markets), frequent
technology and service introductions, evolving industry standards, changing regulatory requirements and new business models. If we
are not able to keep pace with changing market conditions or client demands and if our competitors release new functionality or
technology before we do, our existing platforms, solutions and technologies may become obsolete or our competitive position may be
materially harmed, each of which could have a material adverse effect on our business, financial condition and results of operations.
Operating in a rapidly evolving industry involves a high degree of risk and our future success depends in part on our ability to:











attract and retain market participants on our platforms on a cost-effective basis;
expand and enhance reliable and cost-effective product and service offerings for our clients;
develop and introduce new features to, and new versions of, our electronic trading platforms;
respond effectively to competitive pressures;
respond effectively to the loss of any of our significant broker-dealer or institutional investor clients, including due to
merger, consolidation, bankruptcy, liquidation or other cause (including, among other things, the collection of any amounts
due from such clients);
operate, support, expand and develop our operations, technology, website, software, communications and other systems;
defend our trading platforms and other systems from cybersecurity threats; and
respond to regulatory changes or demands.

If we are unsuccessful in addressing these risks or in executing our business strategy, our business, financial condition and results

of operations may suffer.

We face substantial competition that could reduce our market share and harm our financial performance.

The fixed-income securities industry generally, and the electronic financial services markets in which we operate in particular,
are highly competitive, and we expect competition to intensify in the future. Within our markets, we compete based on our ability to
provide our clients with deep liquidity, a broad network of market participants, a wide range of products and protocols, and
comprehensive pre-trade, trade and post-trade functionality, as well as the reliability, security and ease of use of our electronic platforms
and solutions, among other factors. We primarily compete with other electronic trading platforms and trading businesses conducted
directly between broker-dealers and their institutional investor clients over the telephone, email or instant messaging. Our current and
prospective competitors are numerous and include: (1) other multi-party electronic trading platforms; (2) securities and futures
exchanges; (3) market data and information vendors; (4) technology, software, and information services or other companies that have
existing commercial relationships with broker-dealers or institutional investors; and (5) other approved regulatory reporting businesses.

Many of our current and potential competitors are more established and substantially larger than we are and have substantially
greater market presence, as well as greater financial, technical, marketing and other resources. These competitors may aggressively
reduce their pricing to enter into, or otherwise compete in, market segments in which we provide services, potentially subsidizing any
losses with profits from trading in other fixed-income or equity securities or other business operations. In addition, many of our
competitors offer a wider range of services, have broader name recognition and have larger customer bases than we do. Some of them
may be able to respond more quickly to new or evolving opportunities, technologies and client requirements than we can and may be
able to undertake more extensive promotional activities.

Competition in the markets in which we operate has intensified due to consolidation, which has resulted in increasingly large and
sophisticated competitors. In recent years, our competitors have made acquisitions and/or entered into joint ventures and consortia to
improve the competitiveness of their electronic trading offerings. If, as a result of industry consolidation, our competitors are able to
offer lower cost and/or a wider range of trading venues and solutions, obtain more favorable terms from third-party providers or
otherwise take actions that could increase their market share, our competitive position and therefore our business, financial condition
and results of operations may be materially adversely affected.

Our operations also include the sale of pre- and post-trade services, analytics and market data. There is a high degree of competition
among market data and information vendors in solutions for pre- and post-trade data, analytics and reporting, and such businesses may
become more competitive in the future as new competitors emerge. Some of these companies are already in or may enter the electronic
trading business. Accordingly, some of our competitors may be able to combine use of their electronic trading platforms with
complementary access to market data and analytical tools and/or leverage relationships with existing clients to obtain additional business
from such clients, which could preempt use of our platforms or solutions. For example, Bloomberg, Refinitiv and Intercontinental
Exchange own trading platforms that compete with ours and also have a data and analytics relationships with the vast majority of
institutional, wholesale and retail market participants. If we are not able to compete successfully in this area in the future, our revenues
could be adversely impacted and, as a result, our business, financial condition and results of operations would be materially adversely
affected.

We are exposed to potential reputational and credibility concerns related to our data products and index business.

We have announced our intention to enter into the index business. To the extent that any of our data or index business, or the
Company as a whole, suffers a reputational or other loss in credibility, it could have a material adverse impact on our business. Real or
perceived factors that may affect credibility, include: the appearance of a conflict of interest; the independence of our index composition;
the influence of third parties on our decisions; the performance of companies relative to their index inclusion; the timing and nature of
changes to our indexes; disagreement with our methodologies or models, including for calculating indexes as well as our data,
information and analysis; and the accuracy and completeness of our data, information and analytics. Damage to our reputation, brand or
credibility could have a material adverse impact on our business, operating results and financial condition.

Risks Related to our Future Levels of Business, Profitability and Growth

Neither the sustainability of our current level of business nor any future growth can be assured. Even if we do experience

growth, we cannot assure you that we will grow profitably.

The success of our business strategy depends, in part, on our ability to maintain and expand the network of market participants
that use our electronic trading platforms. Our business strategy also depends on increasing the use of our platforms by these participants
for a wide range of fixed-income products and trade sizes. Individuals at broker-dealers or institutional investors may have conflicting
interests, which may discourage their use of our platforms. We cannot assure you that the growth rates for the use of our electronic
trading services that we have experienced in recent years will continue.

Our growth may also be dependent on our ability to diversify our revenue base. We currently derive approximately 43.1% of our
revenues from secondary trading in U.S. high-grade corporate bonds. Our long-term business strategy includes expanding our service
offerings and increasing our revenues from other fixed-income products and other sources. We cannot assure you that our efforts will
be successful or result in increased revenues or continued profitability. In recent years, we have experienced significant growth in trading
volumes, revenues and profitability. We cannot assure you that our business will continue to grow at a similar rate, if at all.

We may enter into new fee plans, the impact of which may be difficult to evaluate; past trends in commissions are not necessarily

indicative of future commissions.

From time to time, we may introduce new fee plans for the market segments in which we operate. Any new fee plan may include
different fee structures or provide volume incentives. We cannot assure you that any new fee plans will result in an increase in the
volume of transactions executed over our platforms or that our revenues will increase as a result of the implementation of any such fee
plans. It is possible that our broker-dealer or institutional investor clients could respond to a new fee plan by either reducing the amount
of their business conducted on our platforms or terminating their contractual relationship with us, which could have an adverse impact
on our fees and otherwise have a material adverse effect on our business, financial condition and results of operations.

In addition, under certain of our fee plans, our fees are designated in basis points in yield (and, as a result, are subject to fluctuation
depending on the duration of the bond traded) or our fees vary based on trade size or maturity. We anticipate that our average fees per
million may vary in the future due to changes in yield, years-to-maturity and nominal size of bonds traded on our platforms.
Consequently, past trends in commissions are not necessarily indicative of future commissions.

As we enter new markets, we may not be able to successfully attract clients and adapt our technology and marketing strategy for

use in those markets.

Our strategy includes leveraging our electronic trading platforms to enter new markets, including new asset classes, products and
geographies, including markets where we have little or no operating experience. We may have difficulties identifying and entering into
new markets due to established competitors, lack of recognition of our brand and lack of acceptance of our platforms and solutions, as
has occurred with certain of our initiatives in the past.

Expansion, particularly in new geographic markets, may require substantial expenditures and take considerable time. In particular,
we may need to make additional investments in management and new personnel, infrastructure and compliance systems. Furthermore,
our expansion efforts may divert management’s attention or inefficiently utilize our resources. If we are not able to manage our expansion
effectively, our expansion costs could increase at a faster rate than our revenues from these new markets. If we cannot successfully
implement the necessary processes to support and manage our expansion, our business, financial condition and results of operations
may suffer.

We cannot assure you that we will be able to successfully adapt our proprietary software and technology for use in any new
markets. Even if we do adapt our products, services and technologies, we cannot assure you that we will be able to attract clients to our
platforms and compete successfully in any such new markets. We cannot assure you that our marketing efforts or our pursuit of any of
these opportunities will be successful. If these efforts are not successful, we may realize less than expected earnings, which in turn could
result in a decrease in the market value of our common stock.

We may face increasing challenges in our growing international operations that we may not be able to meet in the future.

We operate electronic trading platforms in Europe, Latin America and Asia and we may further expand our operations throughout
these and other regions. We have invested significant resources in our foreign operations and the increasing globalization of our
platforms and services. However, there are certain risks inherent in doing business in international markets. These risks include:








difficulty in obtaining the necessary regulatory approvals for planned expansion, if at all, and the possibility that any
approvals that are obtained may impose restrictions on the operation of our business;
the inability to manage and coordinate the various regulatory requirements of multiple jurisdictions that are constantly
evolving and subject to unexpected change;
difficulties in staffing and managing foreign operations, including as a result of Brexit, our access to, and our ability to
compete for and hire, skilled employees in both the U.K. and the E.U.;
less developed technological infrastructures and generally higher costs, which could result in lower client acceptance of our
services or clients having difficulty accessing our trading platforms;
fluctuations in exchange rates;
reduced or no protection for intellectual property rights;
seasonal reductions in business activity; and
potentially adverse tax consequences.

Further, we may face unexpected challenges in our international operations due to global competitors, established local markets,
and economic and political instability. Our inability to manage these risks effectively could adversely affect our business and limit our
ability to expand our international operations, which could have a material adverse effect on our business, financial condition and results
of operations.

Risks Related to our Customer Concentration

We are dependent on our broker-dealer clients, who are not restricted from using their own proprietary or third-party platforms

to transact with our institutional investor clients.

We rely on our broker-dealer clients to provide liquidity on our electronic trading platforms by posting prices for bonds in their
inventory and responding to institutional investor client inquiries. The contractual obligations of our broker-dealer clients to us are
minimal, non-exclusive and terminable by such clients. Our broker-dealer clients buy and sell fixed-income securities through traditional
methods, including by telephone and e-mail messaging, and through other electronic trading platforms. Some of our broker-dealer clients
have developed electronic trading networks that compete with us or have announced their intention to explore the development of such
electronic trading networks, and many of our broker-dealer and institutional investor clients are involved in other ventures, including
other electronic trading platforms or other distribution channels, as trading participants and/or as investors. These competing trading
platforms may offer some features that we do not currently offer. Accordingly, there can be no assurance that such broker-dealers’
primary commitments will not be to one of our competitors.

If bank-affiliated entities reduce their trading activity and that activity is not replaced by other market participants, the level of
liquidity and pricing available on our trading platforms would be negatively impacted, which could adversely affect our operating results.
Over the past several years, there has been significant consolidation among firms in the banking and financial services industries and
several of our large broker-dealer clients have reduced their sales and trading businesses in fixed-income products. Further consolidation,
instability, and layoffs in the financial services industry could result in a smaller client base and heightened competition, which may
lower volumes.

Any reduction in the use of our electronic trading platforms by our broker-dealer clients could reduce the volume of trading on
our platforms, which could, in turn, reduce the use of our platforms by our institutional investor clients. The occurrence of any of the
foregoing may have a material adverse effect on our business, financial condition and results of operations.

We could lose significant sources of revenue and trading volume if we lose any of our significant institutional investor clients.

We rely on our institutional investor clients to launch inquiries over our trading platforms and, increasingly, to provide liquidity
through our Open Trading protocols. A limited number of such clients can account for a significant portion of our trading volume. The
obligations of our institutional investor clients to us under our standard contractual agreements are minimal, non-exclusive and
terminable by such clients. Our institutional investor clients also buy and sell fixed-income securities through traditional methods,
including by telephone, e-mail and instant messaging, and through other electronic trading platforms.

There can be no assurance that we will be able to retain our major institutional investor clients or that such clients will continue
to use our trading platform. The loss of a major institutional investor client or any reduction in the use of our electronic trading platforms
by such clients could have a material adverse effect on our business, financial condition and results of operations.

Credit and Operational Risks

We are exposed to risks in connection with certain transactions in which we act as a matched principal intermediary.

In connection with our anonymous trading protocols, we execute certain bond transactions between and among institutional
investor and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades which
are then settled by us or through a third-party clearing broker. Settlement typically occurs within one to two trading days after the trade
date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded.

We are exposed to credit and performance risks in our role as matched principal trading counterparty to the clients on our
platforms, including the risk that counterparties that owe us money or securities will not perform their obligations. These parties may
default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Adverse movements in the
prices of securities that are the subject of these transactions can increase our risk. In connection with Open Trading or other anonymous
protocols, we expect that the number of transactions in which we act as a matched principal will increase.

In the process of executing matched principal transactions, miscommunications and other errors by our clients or us can arise that
involve substantial risks of liability. These risks include, among others, potential liability from disputes over the terms of a trade, the
settlement of the trade, or claims that we resolved an error trade dispute incorrectly or that a system malfunction or delay caused
monetary loss to a client. In addition, because of the ease and speed with which trades can be executed on our electronic platforms,
clients can lose substantial amounts by inadvertently entering trade instructions or by entering trade orders inaccurately. A significant
error trade or a large number of error trades could result in participant dissatisfaction and a decline in participant willingness to trade on
our platforms. Although we maintain error trade policies designed to protect our anonymous trading participants and enable us to manage
the risks attendant in acting as a matched principal counterparty, depending on the cause, number and value of the trades that are the
subject of an alleged error or dispute, such trades have the potential to have a material adverse effect on our financial condition and
results of operations. In addition, if we are required to hold a securities position as a result of an error, there may also be financing costs
or regulatory capital charges required to be taken by us.

We have policies, procedures and automated controls in place to identify and manage our credit risk, though there can be no
assurance that they will effectively mitigate our credit risk exposure. Some of our risk management procedures are reliant upon the
evaluation of information regarding the fixed-income markets, our clients or other relevant matters that are publicly available or
otherwise acquired from third party sources. Such information may not be accurate, complete, up-to-date or properly assessed and
interpreted by us. If our risk management procedures fail, our business, financial condition and results of operations may be adversely
affected. Furthermore, our insurance policies are unlikely to provide coverage for such risks.

Self-clearing exposes us to significant operational, liquidity, financing and regulatory risks.

We self-clear substantially all of our bond transactions for our U.S. operations and we may expand self-clearing to certain of our
foreign operations in the future. Self-clearing requires us to finance transactions and maintain margin deposits at clearing organizations.
Self-clearing exposes our business to operational risks, including business and technology disruption; operational inefficiencies;
liquidity, financing and regulatory risks; and potentially increased expenses. In connection with our conversion to self-clearing for our
U.S. operations in 2020, we experienced operational inefficiencies and technology issues which, in combination with the capital and
liquidity requirements that are imposed on all new self-clearing members, resulted in increased fail rates in the immediate period
following the conversion. Although the initial conversion issues for our U.S. clearing operations have been resolved, in the future, we
may encounter difficulties with self-clearing that lead to operating inefficiencies, technology issues, dissatisfaction amongst our client
base, disruption in the infrastructure that supports the business, inadequate liquidity, increased margin requirements with clearing
organizations and third-party settlement agents who provide financing with respect to transactions, reductions in available borrowing
capacity and financial loss. Any such delay, disruption, expense or failure could adversely affect our ability to effect transactions and
manage our exposure to risk. Moreover, any of these events could have a material adverse effect on our business, financial condition
and operating results.

Technology, IT Systems and Cybersecurity Risks

Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and

services to our broker-dealer and institutional investor clients.

We must continue to enhance and improve our electronic trading platforms. The electronic financial services industry is
characterized by significant structural changes, increasingly complex systems and infrastructures, changes in clients’ needs and
preferences, constant competition and new business models. If new industry standards and practices emerge and our competitors release
new technology before us, our existing technology, systems and electronic trading platforms may become obsolete or our existing
business may be harmed. Our future success will depend on our ability to: (1) enhance our existing products and services; (2) develop
and/or license new products and technologies that address the increasingly sophisticated and varied needs of our broker-dealer and
institutional investor clients and prospective clients; (3) continue to attract highly-skilled technology personnel; and (4) respond to
technological advances and emerging industry standards and practices on a cost-effective and timely basis.

Developing our electronic trading platforms and other technology entails significant technical and business risks. We may use
new technologies ineffectively or we may fail to adapt our electronic trading platforms, information databases and network infrastructure
to broker-dealer or institutional investor client requirements or emerging industry or regulatory standards. If we face material delays in
introducing new services, products and enhancements, our clients may forego the use of our platforms and use those of our competitors.

Further, the adoption of new internet, networking, cloud, telecommunications or blockchain technologies may require us to devote
substantial resources to modify and adapt our services. We cannot assure you that we will be able to successfully implement new
technologies or adapt our proprietary technology and transaction-processing systems to client requirements or emerging industry or
regulatory standards. We cannot assure you that we will be able to respond in a timely manner to changing market conditions or client
requirements.

We depend on third-party suppliers for key products and services.

We rely on a number of third parties to supply elements of our trading, information and other systems, as well as computers and
other equipment, and related support and maintenance. We cannot assure you that any of these providers will be willing and able to
continue to provide these services in an efficient, cost-effective manner, if at all, or that they will be able to adequately expand their
services to meet our needs. If we are unable to make alternative arrangements for the supply of critical products or services in the event
of a malfunction of a product or an interruption in or the cessation of service by an existing service provider, our business, financial
condition and results of operations could be materially adversely affected.

In particular, we depend on third-party vendors for our bond reference databases, the clearing and settlement of our Open Trading
transactions and to provide the technology underpinning key portions of our MarketAxess Rates platform. We obtain essential reference
data and information services from external sources, including data received from certain competitors, clients, self-regulatory
organizations and other third-party data providers. Our reference data sources and information providers could increase the price for or
withdraw their data or information services for a variety of reasons. Further, as has occurred in the past, our competitors could revise
the current terms on which they provide us with data or information services or could cease providing us with data or information
services altogether for a variety of reasons, including competition. Disruptions in the services provided by those third-parties to us,
including as a result of their inability or unwillingness to continue to license products or provide technology services that are critical to
the success of our business, could have a material adverse effect on our business, financial condition and results of operations.

We also rely, and expect in the future to continue to rely, on third parties for various computer and communications systems, such
as telephone companies, online service providers, data processors, cloud computing and software and hardware vendors. Other third
parties provide, for instance, our data center, telecommunications access lines and significant computer systems and software licensing,
support and maintenance services. Any interruption in these or other third-party services or deterioration in their performance could
impair the quality of our service. We cannot be certain of the financial viability of all of the third parties on which we rely.

We license software from third parties, much of which is integral to our electronic trading platform and our business. We also hire
contractors to assist in the development, quality assurance testing and maintenance of our electronic trading platform and other systems.
Continued access to these licensors and contractors on favorable contract terms or access to alternative software and information
technology contractors is important to our operations. Adverse changes in any of these relationships could have a material adverse effect
on our business, financial condition and results of operations.

We attempt to negotiate favorable pricing, service, confidentiality and intellectual property ownership or licensing and other terms
in our contracts with our third-party service providers. These contracts usually have multi-year terms. However, there is no guarantee
that these contracts will not terminate and that we will be able to negotiate successor agreements or agreements with alternate service
providers on competitive terms. Further, the existing agreements may bind us for a period of time to terms and technology that become
obsolete as our industry and our competitors advance their own operations and use of technology.

Our success depends on maintaining the integrity and capacity of our electronic trading platforms, systems and infrastructure.

In order to be successful, we must provide reliable, secure, real-time access to our electronic trading platforms for our clients. If
our trading platforms cannot cope, or expand to cope, with demand, or otherwise fail to perform, we could experience disruptions in
service, slow delivery times and insufficient capacity. These consequences could result in our clients deciding to stop using or reduce
their use of our platforms, which would have a material adverse effect on our business, financial condition and results of operations.

As our operations grow in both size and scope, we will need to continually improve and upgrade our electronic trading platforms
and infrastructure to accommodate potential increases in order message volume and trading volume, the trading practices of new and
existing clients, regulatory changes and the development of new and enhanced trading platform features, functionalities and ancillary
products and services. The expansion of our electronic trading platforms and infrastructure has required, and will continue to require,
substantial financial, operational and technical resources. These resources will typically need to be committed well in advance of any
actual increase in trading volumes and order messages. We cannot assure you that our estimates of future trading volumes and order
messages will be accurate or that our systems will always be able to accommodate actual trading volumes and order messages without
failure or degradation of performance. Furthermore, we use new technologies to upgrade our established systems, and the development
of these new technologies also entails technical, financial and business risks. We cannot assure you that we will successfully implement
new technologies or adapt our existing electronic trading platforms, technology and systems to the requirements of our broker-dealer
and institutional investor clients or to emerging industry standards. The inability of our electronic trading platforms to accommodate
increasing trading volume and order messages would also constrain our ability to expand our business.

Systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our trading

platforms could materially harm our business and reputation.

Our business depends on the efficient and uninterrupted operation of our trading platforms, systems, networks and infrastructure.
We cannot assure you that we, or our third-party providers, will not experience systems failures or business interruptions, as has occurred
in the past. Our systems, networks, infrastructure and other operations, in particular our trading platforms, are vulnerable to impact or
interruption from a wide variety of causes, including: irregular or heavy use of our trading platforms during peak trading times or at
times of increased market volatility; power, internet or telecommunications failures; hardware failures or software errors; human error,
acts of vandalism or sabotage; catastrophic events, including those that are occurring with increasing frequency due to climate change
such as natural disasters and extreme weather events; acts of war or terrorism; malicious cyberattacks or cyber incidents, such as
unauthorized access, ransomware, loss or destruction of data, computer viruses or other malicious code; and the loss or failure of systems
over which we have no control, such as loss of support services from critical third-party providers. In addition, we may also face
significant increases in our use of power and data storage and may experience a shortage of capacity and/or increased costs associated
with such usage.

Failures of, or significant interruptions, delays or disruptions to, or security breaches affecting, our systems, networks or
infrastructure have in the past, and could in the future, result in: disruption to our operations, including disruptions in service to our
clients; slower response times; distribution of untimely or inaccurate market data to clients who rely on this data for their trades; delays
in trade execution; incomplete or inaccurate accounting, recording or processing of trades; significant expense to repair, replace or
remediate systems, networks or infrastructure; financial losses and liabilities to clients; loss of clients; legal or regulatory claims,
proceedings, penalties or fines. Any system failure or significant interruption, delay or disruption in our operations, or decreases in the
responsiveness of our platforms, could materially harm our reputation and business and lead our clients to decrease or cease their use of
our platforms. We internally support and maintain many of our systems and networks, including those underlying our trading platforms;
however, we may not have sufficient personnel to properly respond to all systems, networks or infrastructure problems. Our failure to
monitor or maintain our systems, networks and infrastructure, including those maintained or supported by our third-party providers, or
to find a replacement for defective or obsolete components within our systems, networks and infrastructure in a timely and cost-effective
manner when necessary, would have a material adverse effect on our business, financial condition and results of operations. While we
generally have disaster recovery and business continuity plans that utilize industry standards and best practices for much of our business,
including redundant systems, networks, computer software and hardware and data centers to address interruption to our normal course
of business, our systems, networks and infrastructure may not always be fully redundant and our disaster recovery and business
continuity plans may not always be sufficient or effective. Similarly, although some contracts with our third-party providers, such as
our hosting facility providers, require adequate disaster recovery or business continuity capabilities, we cannot be certain that these will
be adequate or implemented properly. Our disaster recovery and business continuity plans are heavily reliant on the availability of the
internet and mobile phone technology, so any disruption of those systems would likely affect our ability to recover promptly from a
crisis situation. If we are unable to execute our disaster recovery and business continuity plans, or if our plans prove insufficient for a
particular situation or take longer than expected to implement in a crisis situation, it could have a material adverse effect on our business,
financial condition and results of operations, and our business interruption insurance may not adequately compensate us for losses that
may occur.

If we experience design defects, errors, failures or delays with our platforms, products or services, including our auto-execution

technology and pricing algorithms, our business could suffer serious harm.

Our platforms, products and services, including our auto-execution technology and pricing algorithms, may and have from time
to time contained design defects and errors when first introduced or when new updates or enhancements are released. In our development
of new protocols, platform features and updates and enhancements to our existing platforms, products and services, including our auto-
execution technology and pricing algorithms, we may make a design error that causes the platform, protocol or feature to operate
incorrectly or less effectively. Many of our protocols also rely on data and services provided by third-party providers over which we
have limited or no control and may be provided to us with defects, errors or failures. Our clients may also use our platforms, products
or services together with their own software, data or products from other companies. As a result, when problems occur, it might be
difficult to identify the source of the problem.

If design defects, errors or failures are discovered in our current or future platforms or protocols, we may not be able to correct or
work around them in a cost-effective or timely manner or at all. The existence of design defects, errors, failures or delays that are
significant, or are perceived to be significant, could also result in rejection or delay in market acceptance of our platforms or protocols,
damage to our reputation, loss of clients and related revenues, diversion of resources, product liability claims, regulatory actions or
increases in costs, any of which could materially adversely affect our business, financial condition or results of operations.

Malicious cyber-attacks and other adverse events affecting our operational systems or infrastructure, or those of third parties,

could disrupt our businesses, result in the disclosure of confidential information, damage our reputation and cause losses or
regulatory penalties.

The operation of our electronic trading platforms relies on the secure processing, storage and transmission of a large amount of
transactional data and other confidential sensitive data (including confidential client and personal information). Our computer systems,
software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential and personal
customer information), ransomware, unavailability or disruption of service, computer viruses, acts of vandalism, or other malicious
code, cyber-attack and other adverse events that could have an adverse security impact. Despite the defensive measures we have taken,
we are, and will continue to be, subject to attacks, which may come from external factors such as governments, organized crime, hackers,
and other third parties such as infrastructure-support providers and application developers, or may originate internally from an employee
or service provider to whom we have granted access to our computer systems. If our security measures are breached as a result of third-
party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to trading or other
confidential or personal information, our reputation could be damaged, our business would suffer and we could incur material liability.
Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.
Because techniques used to obtain unauthorized access or to sabotage computer systems change frequently and generally are not
recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive
measures.

Our business also depends on the efficient and uninterrupted operation of our platforms, systems, networks and infrastructure.
Any failure of, or significant interruption, delay or disruption to, our systems, networks or infrastructure due to a ransomware attack or
other cyber-attack could result in: disruption to our operations, including disruptions in service to our clients; slower response times;
distribution of untimely or inaccurate market data to clients who rely on this data for their trades; delays in trade execution; incomplete
or inaccurate accounting, recording or processing of trades; significant expense to repair, replace or remediate systems, networks or
infrastructure; financial losses and liabilities to clients; loss of clients; legal or regulatory claims, proceedings, penalties or fines. We
also face the risk of operational disruption, failure or capacity constraints of any of the third-party service providers that facilitate our
business activities, including clients, clearing agents and trading system software, network or data providers. Such parties could also be
the source of a cyber-attack on or breach of our operational systems, data or infrastructure. In addition, despite the re-opening of our
offices, the increased flexibility for our employees to continue to work remotely has amplified certain risks related to, among other
things, the increased demand on our information technology resources and systems, the increased risk of phishing and other
cybersecurity attacks, and the increased number of points of possible attack, such as laptops and mobile devices (both of which are now
being used in increased numbers), to be secured. Any system failure or significant interruption, delay or disruption in our operations, or
decreases in the responsiveness of our platforms, could materially harm our reputation and business and lead our clients to decrease or
cease their use of our trading platform.

There have been an increasing number of cyber-attacks in recent years in various industries, including ours, and cybersecurity risk
management has been the subject of increasing focus by our regulators. Our regulators in recent years have increased their examination
and enforcement focus on matters relating to cybersecurity threats, including the assessment of firms’ vulnerability to cyber-attacks. In
particular, regulatory concerns have been raised about firms establishing effective cybersecurity governance and risk management
policies, practices and procedures; protecting firm networks and information; identifying and addressing risks associated with clients,
vendors, and other third parties; preventing and detecting unauthorized activities; adopting effective mitigation and business continuity
plans to address the impact of cybersecurity breaches; and establishing protocols for reporting cybersecurity incidents. Any insurance
that we may have that covers a specific cybersecurity incident would not protect us from the effects of adverse regulatory actions that
may result from the incident or a finding that we had inadequate cybersecurity controls, including the reputational harm that could result
from such regulatory actions.

Our remediation costs and lost revenues could be significant if we fall victim to a cyber-attack. If an actual, threatened or perceived
breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and could cause our
clients to reduce or stop their use of our electronic trading platforms. We may be required to expend significant resources to repair
system damage, pay a ransom, protect against the threat of future security breaches or to alleviate problems, including reputational harm,
loss of clients and revenues and litigation, caused by any breaches. We may be found liable to our clients for any misappropriated
confidential or personal information. Although we intend to continue to implement industry-standard security measures, we cannot
assure you that those measures will be sufficient.

Our actual or perceived failure to comply with privacy, data protection and information security laws, regulations, and obligations

could harm our business.

Data privacy is subject to frequently changing rules and regulations in countries where we do business. For example, the E.U.
adopted the General Data Protection Regulations (“GDPR”), which requires entities both in the European Economic Area and outside
to comply with new regulations regarding the handling of personal data. Brexit has created additional uncertainty with regard to the
regulation of data protection as the U.K. now has its own data protection laws which are separate from the E.U. GDPR. We are also
subject to certain U.S. federal, state and foreign laws governing the protection of personal privacy and data in those jurisdictions. These
laws and regulations are increasing in complexity and number. In addition to the increased cost of compliance, our failure to successfully
implement or comply with appropriate processes to adhere to the GDPR and other laws and regulations relating to personal data could
result in substantial financial penalties for non-compliance, expose us to litigation risk and could result in significant liability, increased
costs or cause our clients to lose trust in us, which could have an adverse effect on our reputation and business.

Intellectual Property Risks

We may not be able to protect our intellectual property rights or technology effectively, which would allow competitors to
duplicate or replicate our electronic trading platforms or any of our other current or future functionalities, products or services.
This could adversely affect our ability to compete.

Intellectual property is critical to our success and ability to compete, and if we fail to protect our intellectual property rights
adequately, our competitors might gain access to our technology. We rely primarily on a combination of patent, copyright, trademark
and trade secret laws in the United States and other jurisdictions, as well as license agreements, third-party non-disclosure and other
agreements and other contractual provisions and technical measures to protect our intellectual property rights. We attempt to negotiate
beneficial intellectual property ownership provisions in our contracts and also require employees, consultants, advisors and collaborators
to enter into confidentiality agreements in order to protect the confidentiality of our proprietary information. We have been issued 13
patents covering aspects of our technology and/or business, but can give no assurances that any such patents will protect our business
and processes from competition or that any patents applied for in the future will be issued. Additionally, laws and our contractual terms
may not be sufficient to protect our technology from use or theft by third parties. Furthermore, we cannot assure you that these protections
will be adequate to prevent our competitors from independently developing technologies that are substantially equivalent or superior to
our technology.

We may have legal or contractual rights that we could assert against illegal use of our intellectual property rights, but lawsuits
claiming infringement or misappropriation are complex and expensive, and the outcome would not be certain. In addition, the laws of
some countries in which we now or in the future provide our services may not protect software and intellectual property rights to the
same extent as the laws of the United States. If our efforts to secure, protect and enforce our intellectual property rights are inadequate,
or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brand may be harmed, which could
have a material adverse effect on our business.

Defending against intellectual property infringement or other claims could be expensive and disruptive to our business. If we
are found to infringe the proprietary rights of others, we could be required to redesign our technology, pay royalties or enter into
license agreements with third parties.

In the technology industry, there is frequent litigation based on allegations of infringement or other violations of intellectual
property rights. As the number of participants in our market increases and the number of patents and other intellectual property
registrations increases, the possibility of an intellectual property claim against us grows. Although we have never been the subject of a
material intellectual property dispute, we cannot assure you that a third party will not assert in the future that our technology or the
manner in which we operate our business violates its intellectual property rights. From time to time, in the ordinary course of our
business, we may become subject to legal proceedings and claims relating to the intellectual property rights of others, and we expect
that third parties may assert intellectual property claims against us, particularly as we expand the complexity and scope of our business,
the number of electronic trading platforms increases and the functionality of these platforms further overlaps. Any claims, whether with
or without merit, could be expensive and time-consuming to defend, make it more difficult to operate or prevent us from operating our
business, or portions of our business, and result in significant monetary liability.

We cannot assure you that third parties will not assert infringement claims against us, as they have done in the past, with respect
to our electronic trading platforms or any of our other current or future products or services or that any such assertion will not require
us to cease providing such services or products, try to redesign our products or services, enter into royalty arrangements, if available, or
engage in litigation that could be costly to us. Any of these events could have a material adverse effect on our business, financial
condition and results of operations.

Risks Related to Possible Transactions or Investments

If we acquire or invest in other businesses, products or technologies, and are unable to integrate them with our business, our

financial performance may be impaired or we may not realize the anticipated financial and strategic goals for any such
transactions or any strategic alliances, partnerships or joint ventures, which we may enter into.

From time to time, we may pursue acquisitions, which may not be completed or, if completed, may not be as beneficial to us as
expected. We have made acquisitions in the past, including the purchases of LiquidityEdge in 2019, the regulatory reporting business
of Deutsche Börse in 2020 and MuniBrokers in 2021. We also may consider potential divestitures of businesses from time to time. We
routinely evaluate potential acquisition and divestiture candidates and engage in discussions and negotiations regarding potential
acquisitions and divestitures on an ongoing basis; however, even if we execute a definitive agreement, there can be no assurance that
we will consummate the transaction within the anticipated closing timeframe, or at all. Moreover, there is significant competition for
acquisition and expansion opportunities in the electronic financial services industry.

If we do succeed in acquiring or investing in a business, product or technology, such acquisitions and investments may involve a

number of risks, including:








we may find that the acquired company or assets do not further our business strategy, or that we overpaid for the company
or assets, or the economic conditions underlying our acquisition decision may change;
we may have difficulty integrating the acquired technologies or products with our existing electronic trading platforms
products and services;
we may have difficulty integrating the operations and personnel of the acquired business, or retaining the key personnel of
the acquired business;
there may be client confusion if our services overlap with those of the acquired company and we may have difficulty
retaining key customers, vendors and other business partners of the acquired business;
our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the
complexity of managing geographically or culturally diverse enterprises;
we may enter into markets in which we have limited experience and where competitors hold stronger market positions;
potential failure of the due diligence processes to identify significant problems, liabilities or other challenges of an acquired
company or product; and
exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an
acquisition, including but not limited to, claims from terminated employees, customers, former stockholders or other third
parties.

These factors could have a material adverse effect on our business, financial condition, results of operations and cash flows,
particularly in the case of a larger acquisition or multiple acquisitions in a short period of time. From time to time, we may enter into
negotiations for acquisitions or investments that are not ultimately consummated. Such negotiations could result in significant diversion
of management time, as well as out-of-pocket costs.

The consideration paid in connection with an investment or acquisition also affects our financial results. If we were to proceed
with one or more significant acquisitions in which the consideration included cash, we could be required to use a substantial portion of
our available cash to consummate any acquisition. To the extent we issue shares of capital stock or other rights to purchase capital stock,
including options or other rights, existing stockholders may be diluted and earnings per share may decrease. In addition, acquisitions
may result in the incurrence of debt, large one-time write-offs, such as of acquired in-process research and development costs, and
restructuring charges.

We may also enter into strategic alliances, partnerships or joint ventures as a means to accelerate our entry into new markets,
provide new solutions or enhance our existing capabilities. Entering into strategic alliances, partnerships and joint ventures entails risks,
including: (i) difficulties in developing or expanding the business of newly formed alliances, partnerships and joint ventures; (ii)
exercising influence over the activities of joint ventures in which we do not have a controlling interest; (iii) potential conflicts with or
among our partners; (iv) the possibility that our partners could take action without our approval or prevent us from taking action; and
(v) the possibility that our partners become bankrupt or otherwise lack the financial resources to meet their obligations.

Risks Related to Key Personnel and Employees

We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing

our business plan in a timely manner.

Our success depends largely upon the continued services of our executive officers and other key personnel, particularly Richard
M. McVey, Chief Executive Officer and Chairman of our Board of Directors. The terms of Mr. McVey’s employment agreement with
us do not require him to continue to work for us and allow him to terminate his employment at any time, subject to certain notice
requirements and forfeiture of non-vested equity compensation awards. We do not maintain “key person” life insurance on any of our
executive officers and other key personnel. Although we have invested in succession plans and we have short-term contingency plans
in place, any loss or interruption of Mr. McVey’s services or that of one or more of our other executive officers or key personnel for any
reason, as well as any negative market or industry perception arising from such loss or interruption, could result in our inability to
manage our operations effectively and/or pursue our business strategy.

Because competition for our employees is intense, we may not be able to attract and retain the highly skilled employees we need

to support our business.

We strive to provide high-quality services that will allow us to establish and maintain long-term relationships with our clients.
Our ability to provide these services and maintain these relationships, as well as our ability to execute our business plan generally,
depends in large part upon our employees. We must attract and retain highly qualified personnel. Competition for these personnel is
intense, especially for software engineers with extensive experience in designing and developing software and internet-related services,
product managers and senior sales executives.

The market for qualified personnel, especially software developers, has become increasingly competitive in our talent markets.
Many companies, including both our competitors and firms outside of our industry, are interested in hiring our experienced personnel.
Additionally, highly innovative technology firms both in and outside our traditional geographic markets may offer attractive employment
opportunities to our technology personnel through remote work opportunities. Many of these firms have greater resources than we have
and are able to offer more lucrative compensation packages. We cannot assure you that we will be successful in our efforts to recruit
and retain the required personnel. The failure to attract new personnel or to retain and motivate our current personnel may have a material
adverse effect on our business, financial condition and results of operations.

Regulatory and Legal Risks

We operate in a highly regulated industry and we may face restrictions with respect to the way we conduct certain of our

operations.

Our business is subject to increasingly extensive governmental and other regulations. These regulations are designed to protect
public interests generally rather than the interests of our stockholders. The SEC, FINRA, the CFTC and other agencies extensively
regulate the United States financial services industry, including most of our operations in the United States. Much of our international
operations are subject to similar regulations in their respective jurisdictions, including regulations overseen by the FCA in the U.K., the
AFM in the Netherlands, the Monetary Authority of Singapore, the Investment Industry Regulatory Organization of Canada and
provincial regulators in Canada, and the Securities and Exchange Commission and Central Bank in Brazil. In addition, our regulatory
reporting business is registered as an ARM and APA with the FCA and the AFM. We also hold several cross-border licenses and
permissions with various other regulatory bodies. See Part I, Item 1 “Business – Government Regulation – Non-U.S. Regulation.”

As a matter of public policy, these regulatory bodies are responsible for safeguarding the integrity of the securities and other
financial markets and protecting the interests of investors in those markets. These regulatory bodies have broad powers to promulgate
and interpret, investigate and sanction non-compliance with their laws, rules and regulations. Most aspects of our broker-dealer and
other licensed subsidiaries are highly regulated, including the way we deal with our clients; our capital requirements; our financial and
regulatory reporting practices; required record-keeping and record retention procedures; the licensing of our employees; and the conduct
of our directors, officers, employees and affiliates.

We cannot assure you that we and/or our directors, officers and employees will be able to fully comply with these laws, rules and
regulations. If we fail to comply with any of these laws, rules or regulations, we may be subject to censure, fines, cease-and-desist
orders, suspension of our business, suspensions of personnel or other sanctions, including revocation of our membership in FINRA and
registration as a broker-dealer.

Certain of our regulated subsidiaries, including our registered broker-dealer and MTF, are subject to U.S. or foreign regulations
which prohibit repayment of borrowings from us or our affiliates, paying cash dividends, making loans to us or our affiliates or otherwise
entering into transactions that result in a significant reduction in regulatory net capital or financial resources, without prior notification
to or approval from such subsidiary’s principal regulator. MarketAxess SEF Corporation, despite our decision to suspend its operations,
continues to be registered with the CFTC as a SEF and is required, among other things, to maintain sufficient financial resources to
cover operating costs for at least one year.

Our ability to operate our platforms in a jurisdiction may be dependent on continued registration or authorization in that jurisdiction
or the maintenance of a proper exemption from such registration or authorization. Our ability to comply with all applicable laws and
rules is largely dependent on our compliance, credit approval, audit and reporting systems and procedures, as well as our ability to attract
and retain qualified compliance, credit approval, audit and risk management personnel. Our systems and procedures may not be
sufficiently effective to prevent a violation of all applicable rules and regulations. In addition, the growth and expansion of our business
may create additional strain on our compliance systems, procedures and personnel and has resulted, and we expect will continue to
result, in increased costs to maintain and improve these systems.

In addition, because our industry is heavily regulated, regulatory approval may be required in order to continue or expand our
business activities and we may not be able to obtain the necessary regulatory approvals on a timely or cost-effective basis, or at all. Even
if approvals are obtained, they may impose restrictions on our business or we may not be able to continue to comply with the terms of
the approvals or applicable regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing
regulations by courts or regulatory bodies could require us to incur significant compliance costs or cause the development or continuation
of business activities in affected markets to be curtailed or become impractical. For a further description of the regulations which may
limit our activities, see Part 1, Item 1. “Business—Government Regulation.”

Some of our subsidiaries are subject to regulations regarding changes in control of their ownership. These regulations generally
provide that regulatory approval must be obtained in connection with any transaction resulting in a change in control of the subsidiary,
which may include changes in control of MarketAxess. As a result of these regulations, our future efforts to sell shares or raise additional
capital may be delayed or prohibited in circumstances in which such a transaction would give rise to a change in control as defined by
the applicable regulatory body.

Our business and the trading businesses of many of our clients are subject to increasingly extensive government and other

regulation, which may affect our trading volumes and increase our cost of doing business.

Our business, and the business of many of our clients, is subject to extensive regulation. Governmental and regulatory authorities
periodically review legislative and regulatory initiatives, and may promulgate new or revised, or adopt changes in the interpretation and
enforcement of existing, rules and regulations at any time. In addition, we must comply with the laws, regulations and registration rules
of foreign governments and regulatory bodies for each country in which we conduct business. Any such changes in laws, rules or
regulations or in governmental policies could create additional regulatory exposure for our business, cause us to incur significant
additional costs, require us to change or cease aspects of our business or restrict or limit our ability to grow our business, any of which
could have a material adverse effect on our business, financial condition or results of operations. There have been in the past, and could
be in the future, significant technological, operational and compliance costs associated with the obligations that derive from compliance
with evolving laws, rules and regulations.

We cannot predict whether additional changes to the laws, rules and regulations that govern our business and operations, including
changes to their interpretation, implementation or enforcement, will occur in the future or the extent to which any such changes will
impact our business and operations, but they may cause us to expend significantly more compliance, business and technology resources,
incur additional operational costs and create additional regulatory exposure. For example, the SEC recently proposed rules that will
expand Regulation ATS and Regulation SCI to alternative trading systems (ATS) that trade government securities and amend the SEC
rule regarding the definition of an “exchange” to include Communication Protocol Systems, such as our RFQ protocols. In connection
with these proposed rules, we expect that we will have to operate all of our trading protocols in compliance with Regulation ATS. The
fixed income industry has also been grappling with how to comply with Rule 15c2-11 (“Publication or submission of quotations without
specified information”) of the Securities Exchange Act, which had not previously been applied to debt securities. We cannot predict
how current proposals that have not yet been finalized and/or that remain subject to ongoing debate will be implemented or in what
form. Further, we and/or our clients could become subject to future legislation and regulatory requirements beyond those currently
proposed, adopted or contemplated in the U.S. or abroad. Additionally, unintended consequences of such new laws, rules and regulations
may adversely affect our industry, our clients and us in ways yet to be determined. Any such legal and regulatory changes could affect
us in substantial and unpredictable ways, and could have a material adverse effect on our business, financial condition and results of
operations.

The U.K. exit from the European Union could materially adversely impact our business, clients, financial condition, results of

operations and prospects.

The exit of the U.K. has increased the complexity and cost of conducting business in both the E.U. and the U.K., and introduces
significant new barriers to cross-border trading, including uncertainties with respect to the legal and regulatory requirements to which
we and our clients are subject. We historically conducted business in Europe primarily through the “passporting rights” of our U.K.
subsidiaries, which were eliminated as a result of Brexit. Following Brexit, we have new regulatory and operational costs and challenges
associated with the operation of our regulated subsidiaries in the Netherlands, which we use to provide our trading platforms and certain
post-trade services to our clients in the E.U. In addition, as a result of Brexit, the E.U. regulatory authorities may enact regulatory
changes that may affect our business by creating further market fragmentation.

Brexit has led to a growing divergence between the U.K. and E.U. financial regulations, which may impact our ability to comply
with the extensive government regulation to which we are subject. In addition, the cost and complexity of operating across increasingly
divergent regulatory regimes has required us to make changes to the technology underlying our trading platforms and regulatory
reporting systems in the U.K. and E.U., which has resulted in new regulatory and operational costs and challenges.

Although it is not possible at this point in time to predict fully the effects of the exit of the U.K. from the E.U., any of the

foregoing factors could have a material adverse effect on our business, financial condition and results of operations.

The extensive regulation of our business means we have ongoing exposure to potentially significant costs and penalties.

Our businesses are subject to regulation by governmental and self-regulatory organizations in the jurisdictions in which we operate
around the world. Many of these regulators, including U.S. and non-U.S. government agencies and self-regulatory organizations, as well
as state securities commissions in the U.S., are empowered to bring enforcement actions and to conduct administrative proceedings and
examinations, inspections, and investigations, which may result in costs, penalties, fines, enhanced oversight, additional requirements,
restrictions, or limitations, and censure, suspension, or expulsion. Self-regulatory organizations such as FINRA and the National Futures
Association (“NFA”), along with statutory bodies such as the SEC, the CFTC, and the FCA, and other international regulators, require
strict compliance with their rules and regulations.

Firms in the financial services industry have experienced increased scrutiny in recent years, and penalties, fines and other sanctions
sought by regulatory authorities, including the SEC, the CFTC, FINRA, the NFA, state securities commissions and state attorney
generals in the U.S., and the FCA in the U.K. and other international regulators, have increased accordingly. Accordingly, we face the
risk of regulatory intervention, investigations and proceedings, any of which could involve extensive scrutiny of our activities and result
in significant fines and liability. Any of these developments would require significant time and financial resources and could adversely
affect our reputation, financial condition and operating results.

We are subject to the risks of litigation and securities laws liability.

Many aspects of our business, and the businesses of our clients, involve substantial risks of liability. Dissatisfied clients have in
the past, and may in the future, make claims against us regarding quality of trade execution, improperly settled trades, resolution of trade
error claims, system failures, failure to protect their confidential or personal information, mismanagement or even fraud. In connection
with our entry into the index business, we may face with claims related to errors in our methodology or models used to calculate the
indices. We may become subject to these claims as the result of delays, failures or malfunctions of our electronic trading platform and
the services provided by us. We could incur significant legal expenses defending claims, even those without merit. An adverse resolution
of any lawsuits or claims against us could have a material adverse effect on our business, financial condition and results of operations.

Liquidity and Funding Risks

We cannot predict our future capital needs or our ability to obtain additional financing if we need it.

Our business is dependent upon the availability of adequate funding and regulatory capital under applicable regulatory
requirements. The growth of our Open Trading protocols, in particular, is dependent on the willingness of our customers and
counterparties to engage in transactions with us and any perceived issues with our capital levels or access to funding could have a
material adverse effect on business. As a result of our self-clearing activities, we are also required to finance certain transactions,
maintain deposits with various clearing organizations and clearing broker-dealers and maintain a special reserve bank account for the
benefit of customers pursuant to Rule 15c3-3 of the Exchange Act. Although we believe that our available cash resources and borrowing
capacity under our credit agreement are sufficient to meet our presently anticipated liquidity needs and capital expenditure requirements
for at least the next 12 months, we may in the future need to raise additional funds to, among other things: (1) support more rapid growth
of our business; (2) finance transactions and maintain margin deposits at clearing organizations; (3) acquire complementary companies
or technologies; (4) increase the regulatory net capital necessary to support our operations; or (5) respond to unanticipated or changing
capital requirements.

In addition, our liquidity could be impaired due to circumstances that we may be unable to control, such as a general market

disruption or an operational problem that affects our trading customers or counterparties, other third parties or us.

All or part of any debt financing could be pursuant to the terms of our credit agreements with third party lenders, which include
restrictive covenants with respect to dividends, issuances of additional capital and other financial and operational matters related to our
business.

In the future, we may not be able to obtain additional financing, if needed, in amounts or on terms acceptable to us, if at all. If
sufficient funds are not available or are not available on terms acceptable to us, our ability to fund our expansion, finance transactions
and maintain margin deposits at clearing organizations, take advantage of acquisition opportunities, develop or enhance our services or
products, or otherwise respond to competitive pressures would be significantly limited. These limitations could have a material adverse
effect on our business, financial condition and results of operations.

Our credit agreement contains restrictive and financial covenants that could limit our operating flexibility, and we may incur

additional debt in the future that may include similar or additional restrictions.

We are party to a credit agreement that provides for revolving loans and letters of credit up to an aggregate of $500.0 million.
Subject to the satisfaction of certain specified conditions, we are permitted to upsize the borrowing capacity of the credit agreement by
an additional $250.0 million. Our credit agreement contains certain covenants that, among other things, may restrict our ability to take
certain actions, even if we believe them to be in our best interests. These covenants may restrict or prohibit, among other things, our
ability to:












incur or guarantee additional debt;
create or incur liens;
change our line of business;
sell or transfer assets;
make certain investments or acquisitions;
pay dividends or distributions, redeem or repurchase our equity or make certain other restricted payments;
consummate a merger or consolidation;
enter into certain swap, derivative or similar transactions;
enter into certain transactions with affiliates; and
incur restrictions on our ability to grant liens or, in the case of subsidiaries, pay dividends or other distributions.

We are also required by our credit agreement to maintain a maximum consolidated total net leverage ratio, a minimum regulatory
net capital balance for certain subsidiaries and a minimum consolidated adjusted earnings before interest, taxes, depreciation, and
amortization (“EBITDA”) level. We cannot assure you that we will be able to meet these requirements or satisfy these covenants in the
future. A breach of any of these covenants or the inability to comply with the required financial covenants could result in an event of
default under the credit agreement. If any such event of default occurs, the lenders under the credit agreement could elect to declare all
amounts outstanding and accrued and unpaid interest under the credit agreement to be immediately due and payable, and could foreclose
on the assets securing the credit agreement. The lenders would also have the right in these circumstances to terminate any commitments
they have to provide further credit extensions. We may incur other indebtedness in the future that may contain financial or other
covenants more restrictive than those applicable to the credit agreement.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our corporate headquarters and principal U.S. office is located at 55 Hudson Yards in New York, New York, where we lease
approximately 83,000 square feet under a lease expiring in August 2034. We also collectively lease approximately 39,224 square feet
for our other office locations in the U.S., United Kingdom, Brazil, the Netherlands, Hong Kong and Singapore under various leases
expiring between January 2022 and January 2027.

Item 3. Legal Proceedings.

In the normal course of business, we and our subsidiaries included in the consolidated financial statements may be involved in
various lawsuits, proceedings and regulatory examinations. We assess liabilities and contingencies in connection with outstanding legal
proceedings, if any, utilizing the latest information available. Based on currently available information, the outcome of our outstanding
matters is not expected to have a material adverse impact on our financial position. It is not presently possible to determine our ultimate
exposure to these matters and there is no assurance that the resolution of the outstanding matters will not significantly exceed any
reserves accrued by us. See Note 15 to the Consolidated Financial Statements for a discussion of our commitments and contingencies.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock trades on the NASDAQ Global Select Market under the symbol “MKTX”.

On February 17, 2022, the last reported closing price of our common stock on the NASDAQ Global Select Market was $374.88.

Holders

There were 12 holders of record of our common stock as of February 17, 2022.

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

Please see the section entitled “Equity Compensation Plan Information” in Item 12.

Issuer Purchases of Equity Securities

During the three months ended December 31, 2021, we repurchased the following shares of common stock:

Period

October 1, 2021 - October 31, 2021
November 1, 2021 - November 30, 2021
December 1, 2021 - December 31, 2021

Total Number
of Shares
Purchased

Average Price
Paid per Share

858
201
111,694
112,753

417.82
407.78
402.86
402.98

Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs

Approximate
Dollar Value of
Shares That May
Yet Be
Purchased Under
the Plans and
Programs
(In thousands)

—
—
111,694
111,694

82,554
82,554
37,557

During the three months ended December 31, 2021, we repurchased 112,753 shares of common stock. The repurchases included
111,694 shares repurchased in connection with our share repurchase program and 1,059 shares surrendered by employees to us to satisfy
the withholding tax obligations upon the exercise of stock options and vesting of restricted shares or stock units.

In January 2019, our Board of Directors authorized a new two-year share repurchase program for up to $100.0 million of our
common stock that commenced in April 2019 and expired in March 2021. In January 2021, our Board of Directors authorized a new
share repurchase program for up to $100.0 million that commenced on April 1, 2021 and was exhausted in January 2022. In January
2022, our Board of Directors authorized a new share repurchase program for up to $150.0 million. We expect repurchases under the
new program to commence in the first quarter of 2022. Shares repurchased under each program will be held in treasury for future use.

STOCK PERFORMANCE GRAPH

The following graph shows a comparison of the cumulative total return for (i) our common stock, (ii) the NASDAQ Composite
Index and (iii) the S&P 500 Index for the past five years. The performance graph and related information shall not be deemed “soliciting
material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities
Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

The figures in this graph assume an initial investment of $100 in our common stock and in each index on December 31, 2016, and
that all dividends were reinvested. The returns illustrated below are based on historical results during the period indicated and should
not be considered indicative of future stockholder returns.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our
consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical
information, this discussion and analysis contains forward-looking statements relating to future events and the future performance of
MarketAxess that are based on our current expectations, assumptions, estimates and projections about us and our industry. These
forward-looking statements involve risks and uncertainties. Our actual results and timing of various events could differ materially from
those anticipated in such forward-looking statements as a result of a variety of factors, as more fully described in this section, in “Item
1A. Risk Factors”, in “Cautionary Note Regarding Forward Looking Statements” and elsewhere in this Annual Report on Form 10-K.
Except as may be required by applicable law, we undertake no obligation to update publicly any forward-looking statements for any
reason, even if new information becomes available or other events occur in the future.

The following discussion includes a comparison of our Financial Results, Cash Flow Comparisons and Liquidity and Capital
Resources for the years ended December 31, 2021 and 2020, respectively. A discussion of changes in our Financial Results and Cash
Flow Comparisons from the year ended December 31, 2019 to December 31, 2020 may be found in Item 7, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” of Part II of our Annual Report on Form 10-K for the year ended
December 31, 2020.

Executive Overview

MarketAxess operates leading electronic trading platforms delivering greater trading efficiency, a diversified pool of liquidity
and significant cost savings to our clients across the global fixed-income markets. Almost 1,900 institutional investor and broker-dealer
firms are active users of our patented trading technology to efficiently trade U.S. high-grade bonds, U.S. high-yield bonds, emerging
market debt, Eurobonds, municipal bonds, U.S. government bonds and other fixed-income securities. Our award-winning Open Trading
marketplace is widely regarded as the preferred all-to-all trading solution in the global credit markets, creating a unique liquidity pool
for a broad range of credit market participants. Drawing on a diverse set of trading protocols, including request-for-quote, live order
books, sessions-based trading and portfolio trading solutions, as well as our deep data and analytical resources, we believe that we
connect the most robust network of participants through an advanced full trading lifecycle solution that also includes automated trading
solutions, intelligent data products and a range of post-trade services.

We operate in a large and rapidly growing market that provides us with a significant opportunity for future growth. Many of our
largest current product areas, and areas of future growth, have relatively low levels of trading electronification, which further increases
the size of our addressable market. Our platforms’ innovative technology solutions are designed to capitalize on this addressable market
by increasing the number of potential trading counterparties and providing our clients with a menu of solutions to address the full
lifecycle of fixed-income trading. We offer Open Trading for most of our products and trading protocols, allowing our entire global
network to interact in one large pool of trading liquidity. We believe that Open Trading drives meaningful transaction cost savings to
our clients and reduces risk in fixed-income markets by creating a global, diversified pool of liquidity. Institutional investors can also
send trading inquiries directly to their traditional broker-dealer counterparties through a disclosed RFQ, while simultaneously accessing
additional counterparties through our anonymous Open Trading solution. We also provide a number of integrated and actionable data
offerings, including Composite+ and Axess All real time pricing to assist clients with trading decisions and transaction cost analysis.
We have a range of post-trade services, including straight through processing, trade matching, trade publication, regulatory transaction
reporting and market and reference data across fixed-income and other products.

We derive revenue from commissions for trades executed on our platform, information services, post-trade services and other
revenues. Our expenses consist of employee compensation and benefits, depreciation and amortization, technology and communication
expenses, professional and consulting fees, occupancy, marketing and advertising, clearing costs and general and administrative
expenses.

Our objective is to provide the leading global electronic trading platforms for fixed-income securities, connecting broker-dealers
and institutional investors more easily and efficiently, while offering a broad array of trading information and technology services to
market participants across the trading cycle. The key elements of our strategy are discussed in Item 1. “Business – Our Strategy.”

Critical Factors Affecting Our Industry and Our Company

Economic, Political and Market Factors

The global fixed-income securities industry is risky and volatile and is directly affected by a number of economic, political and
market factors that may result in declining trading volume. These factors could have a material adverse effect on our business, financial
condition and results of operations. These factors include, among others, credit market conditions, the current interest rate environment,
including the volatility of interest rates and investors’ forecasts of future interest rates, economic and political conditions in the United
States, Europe and elsewhere, and the consolidation or contraction of our broker-dealer and institutional investor clients.

The global economic and credit market environments during the year ended December 31, 2021 were markedly different as
compared to 2020. During 2020, the global economy experienced a period of significant turmoil and deteriorating economic conditions
due to the outbreak of the COVID-19 pandemic (the “Pandemic”). The steep drop in economic activity in 2020 impacted global credit
markets and resulted in sharp credit spread widening and an increase in credit market volumes. During 2021, however, the improving
economic conditions resulted in lower volatility, credit spreads tightening to historical lows for a prolonged period of time, a rising
interest rate environment and a decline in U.S. credit market volumes. In the year ended December 31, 2021, market volumes in U.S.
high-grade and U.S. high-yield corporate bonds as reported by TRACE decreased 6.9% and 7.4%, respectively, compared to the year
ended December 31, 2020. Turnover, which is the total amount traded as a percentage of the amount outstanding, in U.S. high-grade
bonds remains below the pre-credit crisis levels. We believe that the benign credit market conditions in 2021 negatively impacted trading
velocity and the volumes traded on our platforms.

As a result of the Pandemic, we have continued to experience significant changes in our daily operations. In mid-March 2020, we
successfully implemented a global work from home mandate for all our employees and we were able to continue to provide our trading
platforms and other services to our clients without interruption. In particular, we believe that Open Trading liquidity was essential to the
functioning of credit markets during the Pandemic, and MarketAxess played a valuable role keeping our clients connected to the market
as traders moved from their centralized trading floors to home offices. We re-opened our primary offices in the fourth quarter of 2021
with an emphasis on safety and employee wellbeing. While our offices remained open through the Omicron variant surge in New York,
London and elsewhere, we encouraged our employees to work from home when possible. We remain confident that we can continue to
maintain business continuity and serve our clients in a virtual or hybrid environment, as necessary, to promote employee and public
safety.

There has been increased demand for green bonds and other ESG-linked securities in the fixed income markets in which we

operate. Based on the interest we are receiving from investors, we expected such increased demand to continue.

Because the majority of our assets are short-term in nature, they are not significantly affected by inflation. However, the rate of
inflation may affect our expenses, such as employee compensation and communications expenses, which may not be readily recoverable
in the prices of our services. To the extent inflation results in rising interest rates and has other adverse effects on the securities markets,
it may adversely affect our financial position and results of operations.

We expect that current cash and investment balances, in combination with cash flows that are generated from operations and the
ability to borrow under our 2021 Credit Agreement (as defined below), will be sufficient to meet our liquidity needs and planned capital
expenditure requirements for at least the next twelve months. We ended the quarter with a strong balance sheet, no borrowings under
our 2021 Credit Agreement and with capital significantly in excess of our regulatory requirements.

Competitive Landscape

The global fixed-income securities industry generally, and the electronic financial services markets in which we engage in
particular, are highly competitive, and we expect competition to intensify in the future. Sources of competition for us will continue to
include, among others, bond trading conducted directly between broker-dealers and their institutional investor clients over the telephone
or electronically and other multi-dealer or all-to-all trading platforms. Competitors, including companies in which some of our broker-
dealer clients have invested, have developed or acquired electronic trading platforms or have announced their intention to explore the
development of electronic platforms or information networks that may compete with us.

We primarily compete on the basis of our client network, the liquidity provided by our dealer, and, to a growing extent, institutional
investor clients, the total transaction costs associated with our services, the breadth of products, protocols and services offered, as well
as the quality, reliability, security and ease of use of our platforms. We believe that our ability to grow volumes and revenues will largely
depend on our performance with respect to these factors.

Our competitive position is also enhanced by the unique liquidity provided by our Open Trading functionalities and the familiarity
and integration of our broker-dealer and institutional investor clients with our electronic trading platform and other systems. We have
focused on the unique aspects of the credit markets we serve in the development of our platform, working closely with our clients to
provide a system that is suited to their needs.

Regulatory Environment

Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant
regulatory risk and cause additional legal costs to ensure compliance. The existing legal framework that governs the financial markets
is periodically reviewed and amended, resulting in the enactment and enforcement of new laws and regulations that apply to our business.
For example, the SEC recently proposed rules that will expand Regulation ATS and Regulation SCI to alternative trading systems (ATS)
that trade government securities and amend the SEC rule regarding the definition of an “exchange” to include Communication Protocol
Systems, such as our RFQ protocols. In connection with these proposed rules, we expect that we will have to operate all of our trading
protocols in compliance with Regulation ATS. The fixed-income industry has also been grappling with how to comply with Rule 15c2-
11 (“Publication or submission of quotations without specified information”) of the Securities Exchange Act, which had not previously
been applied to debt securities. The impact of any of these reform efforts on us and our operations remains uncertain.

As a result of Brexit, we obtained authorizations from the AFM for our subsidiaries in the Netherlands in 2019. We now provide
regulated services to our clients within the E.U. in reliance on the cross-border services passport held by our Dutch subsidiaries. Brexit
has led to an ongoing divergence between the U.K. and E.U. financial regulations, which has made it more difficult and costly to comply
with the extensive government regulation to which we are subject. The cost and complexity of operating across increasingly divergent
regulatory regimes has increased and is likely to continue to increase in the future.

Compliance with regulations may require us to dedicate additional financial and operational resources, which may adversely affect
our profitability. However, we believe new regulations may also increase demand for our platforms and we believe we are well
positioned to benefit from those regulatory changes that cause market participants to seek electronic platforms that meet the various
regulatory requirements and help them comply with their regulatory obligations.

For further description of the regulations which may limit our activities, see Part 1, Item 1. “Business—Government Regulation.”

Technology Environment

We must continue to enhance and improve our electronic trading platforms. The electronic financial services industry is
characterized by increasingly complex systems and infrastructures and new business models. Our future success will depend on our
ability to enhance our existing products and services, develop and/or license new products and technologies that address the increasingly
sophisticated and varied needs of our existing and prospective broker-dealer and institutional investor clients and respond to
technological advances and emerging industry and regulatory standards and practices on a cost-effective and timely basis. We plan to
continue to focus on technology infrastructure initiatives and continually improve our platforms to further enhance our leading market
position. We expect that our agile software development processes will help us continue to be a market leader in developing the
technology solutions for our clients’ trading needs.

As the overall share of electronic trading grows in global credit products, we are experiencing continued demand for, and growth
in, our automated trading solutions. Automated trading volumes rose to $167.2 billion in 2021, up 32.7% from $126.0 billion in 2020.
In addition, the use of dealer algorithms is continuing to grow on our platforms, with approximately 18.4 million algorithmic responses
in 2021, up 29.1% from the prior year.

We experience cyber-attacks and attempted data security breaches. Cybersecurity incidents could impact revenue and operating
income and increase costs. We therefore continue to make investments in our cybersecurity infrastructure and training of employees,
which may result in increased costs, to strengthen our cybersecurity measures.

See also Part 1, Item 1A. - “Risk Factors, Technology, IT Systems and Cybersecurity Risks.”

Trends in Our Business

The majority of our revenue is derived from commissions for transactions executed on our platforms between and among our
institutional investor and broker-dealer clients and monthly distribution fees. We believe that there are five key variables that impact the
notional value of such transactions on our platforms and the amount of commissions and distribution fees earned by us:



the number of participants on our platforms and their willingness to use our platforms instead of competitors' platforms or
execution methods;

the frequency and competitiveness of the price responses by participants on our platforms;

the number of markets that are available for our clients to trade on our platforms;

the overall level of activity in these markets; and

the level of commissions that we collect for trades executed through the platforms.

We believe that overall corporate bond market trading volume is affected by various factors including the absolute levels of
interest rates, the direction of interest rate movements, the level of new issues of corporate bonds and the volatility of corporate bond
spreads versus U.S. Treasury securities. Because a significant percentage of our revenue is tied directly to the volume of securities traded
on our platforms, it is likely that a general decline in trading volumes, regardless of the cause of such decline, would reduce our revenues
and have a significant negative impact on profitability.

As further described under “— Critical Factors Affecting our Industry and our Company — Economic, Political and Market
Factors” and “— Critical Factors Affecting our Industry and our Company — Competitive Landscape,” our trading volume growth rate
slowed in 2021.

Commission Revenue

Commissions are recognized on a trade date basis, are generally calculated as a percentage of the notional dollar volume of bonds
traded on our platforms and vary based on the type, size, yield and maturity of the bond traded, as well as individual client incentives.
Bonds that are more actively traded or that have shorter maturities are generally charged lower commissions, while bonds that are less
actively traded or that have longer maturities generally command higher commissions.

For Open Trading trades that we execute between and among institutional investor and broker-dealer clients on a matched principal
basis by serving as counterparty to both the buyer and the seller, we earn our commission through the difference in price between the
two trades. For U.S. Treasury matched principal trades, commissions are invoiced and recorded on a monthly basis.

U.S. High-Grade Corporate Bond Commissions. Our U.S. high-grade corporate bond fee plans generally incorporate variable
transaction fees and fixed distribution fees billed to our broker-dealer clients on a monthly basis. Certain broker-dealers participate in
fee programs that do not contain monthly distribution fees and instead incorporate additional per transaction execution fees and minimum
monthly fee commitments. Under these fee plans, we electronically add the transaction fee to the spread quoted by the broker-dealer
client. The U.S. high-grade transaction fee is generally designated in basis points in yield and, as a result, is subject to fluctuation
depending on the duration of the bond traded. The average U.S. high-grade fees per million may vary in the future due to changes in
yield, years-to-maturity and nominal size of bonds traded on our platforms. Distribution fees include any unused monthly fee
commitments under our variable fee plans.

Other Credit Commissions. Other credit includes Eurobonds, emerging markets bonds, high-yield bonds, municipal bonds and
leveraged loans. Commissions for other credit products generally vary based on the type of the instrument traded using standard fee
schedules. Our high-yield fee plan structure is similar to our U.S. high-grade fee plans. Certain dealers participate in a high-yield fee
plan that incorporates a variable transaction fee and fixed distribution fee, while other dealers participate in a plan that does not contain
monthly distribution fees and instead incorporates additional per transaction execution fees and minimum monthly fee commitments.
Other credit distribution fees include subscription revenues associated with the MuniBrokers platform. The average other credit fees per
million may vary in the future due to changes in product mix or trading protocols.

Rates Commissions. Rates includes U.S. Treasury, U.S. agency, European government bonds and credit derivatives. Commissions
for rates products generally vary based on the type of the instrument traded. U.S. Treasury fee plans are typically volume tiered and can
vary based on the trading protocol. The average rates fee per million may vary in the future due to changes in product mix or trading
protocols.

We anticipate that average fees per million may change in the future. Consequently, past trends in commissions are not necessarily

indicative of future commissions.

Information Services

We generate revenue from data licensed to our broker-dealer clients, institutional investor clients and data-only subscribers;
professional and consulting services; technology software licenses; and maintenance and support services. These revenues are either for
subscription-based services transferred over time, and may be net of volume-based discounts, or one-time services. Revenues for services
transferred over time are recognized ratably over the contract period while revenues for services transferred at a point in time are
recognized in the period the services are provided. Customers are generally billed monthly, quarterly, or annually; revenues billed in
advance are deferred and recognized ratably over the contract period.

Post-trade Services

We generate revenue from regulatory transaction reporting, trade publication and trade matching services. Customers are generally
billed in the current month or monthly in arrears and revenue is recognized in the period that the transactions are processed. Revenues
billed in advance are deferred and recognized ratably over the contract period. We also generate one-time implementation fees for
onboarding clients which are invoiced and recognized in the period the implementation is complete.

Other Revenue

Other revenue includes revenue generated from telecommunications line charges to broker-dealer clients.

Expenses

In the normal course of business, we incur the following expenses:

Employee Compensation and Benefits. Employee compensation and benefits is our most significant expense and includes

employee salaries, stock-based compensation costs, other incentive compensation, employee benefits and payroll taxes.

Depreciation and Amortization. We depreciate our computer hardware and related software, office hardware and furniture and
fixtures and amortize our capitalized software development costs on a straight-line basis over three to seven years. We amortize leasehold
improvements on a straight-line basis over the lesser of the life of the improvement or the remaining term of the lease. Intangible assets
with definite lives, including purchased technologies, customer relationships and other intangible assets, are amortized over their
estimated useful lives, which range from one to 15 years, using either a straight-line or accelerated amortization method based on the
pattern of economic benefit that we expect to realize from such assets. Intangible assets are assessed for impairment when events or
circumstances indicate a possible impairment.

Technology and Communications. Technology and communications expense consists primarily of costs relating to maintenance
on software and hardware, our internal network connections, data center hosting costs, data feeds provided by outside vendors and U.S.
treasuries technology platform licensing fees. The majority of our broker-dealer clients have dedicated high-speed communication lines
to our network in order to provide fast data transfer. We charge our broker-dealer clients a monthly fee for these connections, which is
recovered against the relevant expenses we incur.

Professional and Consulting Fees. Professional and consulting fees consist primarily of accounting fees, legal fees and fees paid
to information technology and other consultants for services provided for the maintenance of our trading platforms, information and
post-trade services products and other services.

Occupancy. Occupancy costs consist primarily of office and equipment rent, utilities and commercial rent tax.

Marketing and Advertising. Marketing and advertising expense consists primarily of print and other advertising expenses we incur
to promote our products and services. This expense also includes costs associated with attending or exhibiting at industry-sponsored
seminars, conferences and conventions, and travel and entertainment expenses incurred by our sales force to promote our trading
platforms, information services and post-trade services.

Clearing Costs. Clearing costs consist of fees that we are charged by third-party clearing brokers and depositories for the clearing
and settlement of matched principal trades, regulatory reporting fees and variable transaction fees assessed by the provider of our third-
party middle office system.

General and Administrative. General and administrative expense consists primarily of general travel and entertainment, board of

directors’ expenses, charitable contributions, provision for doubtful accounts and various state franchise and U.K. value-added taxes.

Expenses may grow in the future, notably in employee compensation and benefits as we increase headcount to support investment
in new products, operational support and geographic expansion, depreciation and amortization due to increased investment in new
products and enhancements to our trading platforms, and technology and communication costs. Expenses may also grow due to
acquisitions.

Other Income (Expense)

Investment Income. Investment income consists of interest income earned on our investments.

Interest Expense. Interest expense consists of financing charges incurred on short-term borrowings.

Other, Net. Other, net consists of unrealized gains or losses on trading security investments, realized gains or losses on
investments, foreign currency transaction gains or losses, investment advisory fees, credit facility administrative fees and other
miscellaneous revenues and expenses.

Critical Accounting Estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our Consolidated
Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.
GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. We base our estimates
and judgments on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual
results may differ from these estimates under varying assumptions or conditions. Critical accounting estimates for us include stock-
based compensation and contingent consideration payable.

Stock-based compensation

We maintain a stock incentive plan which provides for the grant of stock options, stock appreciation rights, restricted stock,
performance shares, performance units, restricted stock units, performance stock units, or other stock-based awards as incentives and
rewards to encourage employees, consultants and non-employee directors. We make critical accounting estimates related to performance
shares and performance stock units.

In January 2020, annual performance share awards (“PSAs”), and in January 2021, performance stock units (together with the
PSAs, “performance equity awards”) were granted to the executive officers and certain senior managers. Each performance equity award
granted in January 2020 and January 2021 is earned or forfeited based on our level of achievement of certain predetermined metrics,
including pre-tax adjusted operating income and market share. The vested share pay-out ranges from zero to 150%, for the awards issued
in January 2020, and zero to 200%, for the awards issued in January 2021, of the performance equity award target. The number of
performance equity awards that vest, if any, will be determined by the level of achievement of the performance metrics during the three-
year performance periods, as certified by the Board following the conclusion of the performance period. In addition, participants must
provide continued service through the vesting date (subject, to death, disability and, in the case of the awards issued in January 2021,
qualified retirement exceptions). Compensation expense for performance equity awards is measured using the fair value of our stock at
the grant date and estimates of future performance and actual share payouts. Each period, we make estimates of the current expected
share payout and adjust the life-to-date compensation expense recognized since the grant date. As of December 31, 2021, a 10% change
in the expected final share payout would increase or decrease the life-to-date compensation expense by $1.0 million. Refer to Note 11
to the Consolidated Financial Statements for more information related to changes in final share payout expectations.

Contingent consideration payable

In connection with our acquisitions of MuniBrokers and Regulatory Reporting Hub, we recognized contingent consideration
payables of up to $49.6 million with payment dates ranging from 18-24 months from the acquisition dates. These contingent
consideration payables are classified as Level 3 liabilities in the fair value hierarchy and are valued using unobservable inputs and
estimates of various factors, including client retention rates, electronic order flow levels, future license fees we earn and discount rates.
Changes in these estimates or the final figures on the payment dates could have a material impact on the contingent consideration payable
liabilities we record on our balance sheet. For example, as of December 31, 2021, a 10% change in the projected annual subscription
and license fees would increase or decrease the expected contingent consideration payable by approximately $2.0 million. Refer to Note
4 to the Consolidated Financial Statements for more information related to the changes in contingent consideration payable during the
year ended December 31, 2021.

Recent Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Segment Results

We operate electronic platforms for the trading of fixed-income securities and provide related data, analytics, compliance tools
and post-trade services. We consider our operations to constitute a single business segment because of the highly integrated nature of
these product and services, the financial markets in which we compete and our worldwide business activities. We believe that results by
geographic region or client sector are not necessarily meaningful in understanding our business. See Note 16 to the Consolidated
Financial Statements for certain geographic information about our business required by U.S. GAAP.

Results of Operations

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

The comparability of our results of operations is impacted by our acquisitions of Regulatory Reporting Hub in November 2020
and MuniBrokers in April 2021. For additional information regarding these acquisitions, see Note 6 to the Consolidated Financial
Statements. The following table summarizes our financial results for the years ended December 31, 2021 and 2020. Results for the year
ended December 31, 2021 include Regulatory Reporting Hub and MuniBrokers related revenue of $17.7 million and expenses of $24.0
million, including amortization of acquired intangibles expense of $7.9 million.

Revenues
Expenses
Operating income
Other income (expense)
Income before income taxes
Provision for income taxes
Net income

Net income per common share - Diluted

2021

Year Ended December 31,
$ Change

2020

% Change

($ in thousands, except per share amounts)

698,951
361,716
337,235
(3,312)
333,923
76,035
257,888

6.77

689,125
314,397
374,728
(369)
374,359
74,982
299,377

7.85

9,826
47,319
(37,493)
(2,943)
(40,436)
1,053
(41,489)

1.4 %
15.1
(10.0)
797.6
(10.8)
1.4

(13.9) %

(1.08)

(13.8) %

A 7.0% change in the average foreign currency exchange rate of the British pound sterling compared to the U.S. dollar had the

effect of increasing revenues and expenses by $5.4 million and $5.3 million, respectively, for the year ended December 31, 2021.

Revenues

Our revenues for the years ended December 31, 2021 and 2020, and the resulting dollar and percentage changes, were as follows:

2021

Year Ended December 31,

2020

($ in thousands)

$
621,008
38,175
38,922
846
698,951

% of
Revenues

88.8 % $
5.5
5.6
0.1

100.0 % $

$
634,445
34,341
19,460
879
689,125

% of
Revenues

$
Change

%
Change

92.1 % $
5.0
2.8
0.1

100.0 % $

(13,437)
3,834
19,462
(33)
9,826

(2.1) %
11.2
100.0
(3.8)
1.4 %

Commissions
Information services
Post-trade services
Other

Total revenues

Commissions

Our commission revenues for the years ended December 31, 2021 and 2020, and the resulting dollar and percentage changes,

were as follows:

Variable transaction fees

U.S. high-grade
Other credit

Total credit

Rates

Total variable transaction fees

Distribution fees

U.S. high-grade
Other credit

Total credit

Rates

Total distribution fees
Total commissions

Year Ended December 31,

2021

2020

$
Change

%
Change

($ in thousands)

213,790
271,215
485,005
16,572
501,577

87,265
31,913
119,178
253
119,431
621,008

253,684
256,763
510,447
15,890
526,337

81,893
25,834
107,727
381
108,108
634,445

(39,894)
14,452
(25,442)
682
(24,760)

5,372
6,079
11,451
(128)
11,323
(13,437)

(15.7) %

5.6
(5.0)
4.3
(4.7)

6.6
23.5
10.6
(33.6)
10.5
(2.1) %

U.S. high-grade variable transaction fees decreased $39.9 million due to a 9.1% decrease in trading volume and a 7.2% decrease
in the variable transaction fee per million. Other credit variable transaction fees increased $14.5 million due to a 9.5% increase in trading
volume offset by a 3.5% decrease in the variable transaction fee per million. Open Trading credit volume decreased by 2.0% and
represented 31.8% and 33.2% of credit variable transaction fees for the years ended December 31, 2021 and 2020, respectively.

U.S. high-grade distribution fees increased $5.4 million mainly due to the migration of certain dealers from all-variable fee plans
to plans that incorporate a monthly distribution fee and higher unused monthly minimum commitment fees. Other credit distribution
fees increased $6.1 million due to subscription revenues associated with the MuniBrokers platform of $3.5 million and the migration of
certain dealers from all-variable fee plans to plans that incorporate a monthly distribution fee.

Our trading volume for each of the years ended December 31, 2021 and 2020 was as follows:

Trading Volume Data

U.S. high-grade - fixed rate
U.S. high-grade - floating rate

Total U.S. high-grade

Other credit

Total credit

Rates

Year Ended December 31,

2021

2020

$
Change

%
Change

($ in millions)

1,197,526 $
45,654
1,243,180
1,381,604
2,624,784

1,311,512
56,786
1,368,298
1,262,074
2,630,372

(113,986)
(11,132)
(125,118)
119,530
(5,588)

(8.7) %
(19.6)
(9.1)
9.5
(0.2)

4,144,964

3,987,424

157,540

4.0

Number of U.S. Trading Days
Number of U.K. Trading Days

250
253

251
254

For volume reporting purposes, transactions in foreign currencies are converted to U.S. dollars at average monthly rates. The
9.1% decrease in our U.S. high-grade volume was principally due to a decrease in overall market volume. Estimated U.S. high-grade
TRACE volume decreased by 6.9% to $5.9 trillion for the year ended December 31, 2021 from $6.3 trillion for the year ended December
31, 2020. Our estimated market share of total U.S. high-grade corporate bond volume decreased to 21.0% for the year ended December
31, 2021 from 21.6% for the year ended December 31, 2020.

Other credit volumes increased by 9.5% for the year ended December 31, 2021 compared to the year ended December 31, 2020,
primarily due to increases of 15.6% in emerging markets bond volume and 11.7% in Eurobond volume due to higher estimated market
share which offset decreases in overall estimated market volumes. U.S. high-yield bond volume decreased 3.6% due to lower estimated
market volume. Our estimated market share of U.S. high-yield TRACE volume increased to 15.2% for the year ended December 31,
2021 from 14.6% for the year ended December 31, 2020. Rates volume increased 4.0% due to higher estimated market volume.

Our average variable transaction fee per million for the years ended December 31, 2021 and 2020 was as follows:

Average Variable Transaction fee per million

U.S. high-grade - fixed rate
U.S. high-grade - floating rate

Total U.S. high-grade

Other credit

Total credit

Rates

Year Ended December 31,

2021

2020

$
Change

%
Change

176.91 $
42.36
171.97
196.30
184.78

191.34 $
48.21
185.40
203.45
194.06

4.00

3.99

(14.4)
(5.9)
(13.4)
(7.2)
(9.3)

0.0

(7.5) %

(12.1)
(7.2)
(3.5)
(4.8)

0.3

The decrease in U.S. high-grade average variable transaction fee per million was mainly due to a decrease in the average duration
of bonds traded on our platforms and the migration of certain of our broker-dealer clients from an all-variable fee plan to a plan that
incorporates a monthly distribution fee. The decrease in other credit average variable transaction fee per million was mainly due to a
larger percentage of trading volume in emerging market bonds that command lower fees per million and the migration of certain of our
broker-dealer clients from an all-variable fee plan to a plan that incorporates a monthly distribution fee.

Information Services. Information services revenue increased $3.8 million for the year ended December 31, 2021 mainly due to
net new data contract revenue of $3.6 million and the positive impact of foreign exchange of $1.3 million, offset by lower non-recurring
data sales of $1.1 million.

Post-Trade Services. Post-trade services revenue increased $19.5 million for the year ended December 31, 2021 principally due
to additional regulatory transaction reporting revenue of $13.0 million generated by Regulatory Reporting Hub, which was acquired on
November 30, 2020, net new post -trade services contract revenue of $5.2 million and the positive impact of foreign exchange of $1.5
million.

Other. Other revenue was $0.8 million and $0.9 million for the years ended December 31, 2021 and 2020, respectively.

Expenses

The following table summarizes our expenses for the years ended December 31, 2021 and 2020. Expenses for the year ended
December 31, 2021 include $24.0 million of expenses related to Regulatory Reporting Hub and MuniBrokers, including amortization
of acquired intangibles expense of $7.9 million.

Expenses
Employee compensation and benefits
Depreciation and amortization
Technology and communications
Professional and consulting fees
Occupancy
Marketing and advertising
Clearing costs
General and administrative

Total expenses

Year Ended December 31,

2021

2020

$
Change

($ in thousands)

%
Change

170,916
53,447
42,474
41,925
13,320
9,059
16,074
14,501
361,716

156,885
35,996
34,092
32,304
13,425
7,940
21,058
12,697
314,397

14,031
17,451
8,382
9,621
(105)
1,119
(4,984)
1,804
47,319

8.9 %
48.5
24.6
29.8
(0.8)
14.1
(23.7)
14.2
15.1 %

Employee compensation and benefits increased by $14.0 million primarily due increases in salaries, taxes and benefits on higher
employee headcount of $16.4 million and stock-based compensation of $1.4 million, offset by lower employee incentive compensation
of $3.8 million, which is impacted by operating performance.

Depreciation and amortization increased by $17.5 million primarily due to higher amortization of acquired intangibles of $9.7
million and higher amortization of software development costs of $6.3 million. For the years ended December 31, 2021 and 2020, $17.5
million and $15.0 million, respectively, of equipment purchases and leasehold improvements and $33.1 million and $30.6 million,
respectively, of software development costs were capitalized.

Technology and communications expenses increased by $8.4 million primarily due to higher software subscription costs of $4.2
million, higher market data costs of $1.6 million, higher cloud hosting costs of $1.2 million and higher platform technology licensing
costs of $1.1 million.

Professional and consulting fees increased by $9.6 million primarily due to higher acquisition-related integration consulting fees

of $4.5 million, higher IT consulting fees of $3.3 million and higher recruiting fees of $1.5 million.

Marketing and advertising expense increased $1.1 million due to the resumption of certain advertising and travel and entertainment

costs which had been reduced in 2020 due to the Pandemic.

Clearing costs decreased by $5.0 million primarily due to lower clearing expenses due to the benefits from our conversion to self-
clearing. While Open Trading credit volume decreased 2.0% compared to the year ended December 31, 2020, clearing costs decreased
by 23.7%. Clearing costs as a percentage of Open Trading matched principal trading revenue from credit products decreased from 9.8%
to 7.6%.

General and administrative expenses increased by $1.8 million primarily due to higher corporate charitable contributions and the

resumption of certain administrative costs which had been reduced in 2020 due to the Pandemic.

Other Income (Expense)

Our other income (expense) for the years ended December 31, 2021 and 2020, and the resulting dollar and percentage changes,

were as follows:

Investment income
Interest expense
Other, net

Total other income (expense)

401
(842)
(2,871)
(3,312) $

2021

Year Ended December 31,
$
Change

2020
($ in thousands)
2,446
(1,142)
(1,673)

(369) $

(2,045)
300
(1,198)
(2,943)

%
Change

(83.6) %
(26.3)
71.6
797.6 %

Investment income decreased by $2.0 million primarily due to lower investment balances.

Interest expense decreased by $0.3 million due to lower financing activity related to our clearing arrangements.

Other, net decreased by $1.2 million primarily due to an increase in credit facility fees and administration costs.

Provision for Income Taxes.

The provision for income taxes and effective tax rate for the years ended December 31, 2021 and 2020 were as follows:

Year Ended December 31,

2021

2020

$
Change

%
Change

Provision for income taxes

76,035

($ in thousands)
$

74,982

1,053

1.4 %

Effective tax rate

22.8%

20.0%

The provision for income taxes reflected $11.7 million and $24.1 million of excess tax benefits related to share-based
compensation awards that vested or were exercised during the years ended December 31, 2021 and 2020, respectively. During the years
ended December 31, 2021 and 2020, we recorded a benefit from unrecognized tax benefits of $1.2 million and provision for
unrecognized tax benefits of $9.5 million, respectively. Our consolidated effective tax rate can vary from period to period depending on
the geographic mix of our earnings, changes in tax legislation and tax rates and the amount and timing of excess tax benefits related to
share-based payments, among other factors.

Liquidity and Capital Resources

During the past two years, we have met our funding requirements through cash on hand, internally generated funds and short-term
borrowings. Cash and cash equivalents and investments totaled $542.8 million at December 31, 2021. Our investments are generally
invested in U.S. treasury securities. We limit the amounts that can be invested in any single issuer and invest in short- to intermediate-
term instruments whose fair values are less sensitive to interest rate changes.

In October 2021, we entered into a new three-year revolving credit facility (the “2021 Credit Agreement”) provided by a syndicate
of lenders and JPMorgan Chase Bank, N.A., as administrative agent, that provides aggregate commitments totaling $500.0 million,
consisting of a revolving credit facility and a $5.0 million letter of credit sub-limit for standby letters of credit. The 2021 Credit
Agreement replaced our credit agreement entered into in November 2020 (the “2020 Credit Agreement”) and will mature on October
15, 2024, with our option to request up to two additional 364-day extensions at the discretion of each lender and subject to customary
conditions. The 2020 Credit Agreement also provided aggregate commitments totaling $500.0 million. As of December 31, 2021, we
had $1.0 million in letters of credit outstanding and $499.0 million in available borrowing capacity under the 2021 Credit Agreement.
The 2021 Credit Agreement requires that we satisfy certain covenants, which include a leverage ratio. We were in compliance with all
applicable covenants at December 31, 2021. See Note 13 to the Consolidated Financial Statements for a discussion of the 2020 Credit
Agreement and the 2021 Credit Agreement.

In connection with its self-clearing operations, our U.S. broker-dealer subsidiary entered into an agreement (the “Collateralized
Agreement”) with its settlement bank to provide loans up to an aggregate of $200.0 million on an uncommitted basis. Borrowings under
the Collateralized Agreement are collateralized by securities pledged by the broker-dealer subsidiary to the settlement bank, subject to
applicable haircuts and concentration limits. As of December 31, 2021, the broker-dealer subsidiary had no borrowings outstanding and
$200.0 million in available borrowing capacity under the Collateralized Agreement. See Note 13 to the Consolidated Financial
Statements for a discussion of the Collateralized Agreement.

Under arrangements with their settlement banks, certain of our U.S. and U.K. operating subsidiaries may receive overnight

financing in the form of bank overdrafts. As of December 31, 2021, we had no overdrafts payable outstanding.

As a result of our self-clearing and settlement activities, we are required to finance certain transactions, maintain deposits with
various clearing organizations and clearing broker-dealers and maintain a special reserve bank account for the benefit of customers
pursuant to Rule 15c3-3 of the Exchange Act. As of December 31, 2021, the aggregate amount of the positions financed, deposits and
customer reserve balances associated with our self-clearing and settlement activities was $226.0 million. These requirements can
fluctuate based on trading activity, market volatility or other factors which may impact our liquidity or require us to use our capital
resources.

During the past two years, our cash flows were as follows:

Net cash provided by operating activities
Net cash provided by (used in) investing activities
Net cash (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase for the period

Year Ended December 31,

2021

2020

$ 282,091
(67,694)
(189,775)
(7,105)
17,517

($ in thousands)
$ 404,489
$
68,867
(145,112)
5,553
$ 333,797

$
Change

%
Change

(122,398)
(136,561)
(44,663)
(12,658)
(316,280)

(30.3) %
(198.3)
30.8
(227.9)
(94.8) %

Cash Flows for the Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

The $122.4 million decrease in net cash provided by operating activities was primarily due to decreases in net sales and maturities
of trading investments of $73.5 million, net income of $41.5 million, net receivables from broker-dealers, clearing organizations and
customers of $11.4 million and deferred taxes of $7.0 million, offset by an increase in depreciation and amortization of $17.5 million
and a decrease in accounts payable, accrued expenses and other liabilities of $5.8 million.

The $136.6 million decrease in net cash provided by (used in) investing activities was primarily attributable to a decrease in net
proceeds from sales and maturities of securities available-for-sale of $137.8 million and an increase in capital expenditures of $5.0
million, offset by lower cash used for acquisitions of $6.2 million.

The $44.7 million increase in net cash (used in) financing activities was principally due to increases in repurchases of our common
stock of $47.1 million and cash dividends paid on common stock of $9.2 million, offset by decreases in exercises of stock options of
$3.1 million and withholding tax payments on restricted stock vesting and stock option exercises of $8.5 million.

Past trends of cash flows are not necessarily indicative of future cash flow levels. A decrease in cash flows may have a material

adverse effect on our liquidity, business and financial condition.

Other Factors Influencing Liquidity and Capital Resources

We believe that our current resources are adequate to meet our liquidity needs and requirements, including commitments for
capital expenditures, in the short-term (during the next 12 months). However, our future liquidity and capital requirements will depend
on a number of factors, including liquidity requirements associated with our self-clearing operations and expenses associated with
product development and expansion and new business opportunities that are intended to further diversify our revenue stream. We may
also acquire or invest in technologies, business ventures or products that are complementary to our business. In the event we require any
additional financing, it will take the form of equity or debt financing. Any additional equity offerings may result in dilution to our
stockholders. Any debt financings, if available at all, may involve restrictive covenants with respect to dividends, issuances of additional
capital and other financial and operational matters related to our business. In addition, in the long-term (beyond 12 months), we believe
our liquidity needs and requirements will be affected by the factors enumerated above.

Certain of our U.S. subsidiaries are registered as a broker-dealer or a SEF and therefore are subject to the applicable rules and
regulations of the SEC, FINRA and the CFTC. These rules contain minimum net capital requirements, as defined in the applicable
regulations, and also may require that a significant part of the registrants’ assets be kept in relatively liquid form. Certain of our foreign
subsidiaries are regulated by the FCA in the U.K. or other foreign regulators and must maintain financial resources, as defined in the
applicable regulations, in excess of the applicable financial resources requirement. As of December 31, 2021, each of our subsidiaries
that are subject to these regulations had net capital or financial resources in excess of their minimum requirements. As of December 31,
2021, our subsidiaries maintained aggregate net capital and financial resources that were $561.2 million in excess of the required levels
of $22.0 million.

Each of our U.S. and foreign regulated subsidiaries are subject to local regulations which generally prohibit repayment of
borrowings from our affiliates, paying cash dividends, making loans to our affiliates or otherwise entering into transactions that result
in a significant reduction in regulatory net capital or financial resources without prior notification to or approval from such regulated
entity’s principal regulator. As of December 31, 2021, the amount of unrestricted cash held by our non-U.S. subsidiaries was $303.6
million.

We execute bond transactions between our institutional investor and broker-dealer clients on a matched principal basis by serving
as counterparty to both the buyer and the seller in trades. Our U.S. broker-dealer subsidiary operates under a self-clearing model for the
settlement of such transactions. Our subsidiaries also settle their transactions through third-party clearing brokers or settlement agents.
Settlement typically occurs within one to two trading days after the trade date. Cash settlement of the transaction occurs upon receipt or
delivery of the underlying instrument that was traded. Under both the self-clearing and the third-party clearing models, we may be
exposed to credit risk in the event a counterparty does not fulfill its obligation to complete a transaction or if there is an error in executing
a matched principal transaction. Pursuant to the terms of the securities clearing agreements, each third-party clearing broker has the right
to charge us for any losses they suffer resulting from a counterparty’s failure on any of our trades. We did not record any liabilities or
losses with regard to counterparty failures for the years ended December 31, 2021 and 2020. Substantially all our open securities failed-
to-deliver and securities failed-to-receive transactions as of December 31, 2021 have subsequently settled at the contractual amounts.

In the normal course of business, we enter into contracts that contain a variety of representations, warranties and indemnification
provisions. Our maximum exposure from any claims under these arrangements is unknown, as this would involve claims that have not
yet occurred. However, based on past experience, we expect the risk of material loss to be remote.

In January 2019, our Board authorized a two-year share repurchase program for up to $100.0 million that commenced in April
2019 and expired on March 31, 2021. In January 2021, our Board authorized a new share repurchase program for up to $100.0 million
that commenced on April 1, 2021 and was exhausted in January 2022. In January 2022, our Board authorized a new share repurchase
program for up to $150.0 million. We expect repurchases under the new program to commence in the first quarter of 2022. Shares
repurchased under each program will be held in treasury for future use.

On November 30, 2020, we acquired Regulatory Services GmbH, the pan-European regulatory reporting business of Deutsche
Börse Group. The purchase price consists of $22.5 million in cash paid at closing and up to $24.6 million in contingent consideration
payable in cash within 18 months of the closing. On April 9, 2021, we acquired MuniBrokers, a central electronic venue serving
municipal bond brokers and dealers. The purchase price consists of $17.1 million in cash paid at closing and up to $25.0 million in
contingent consideration payable in cash within approximately two years of the closing.

See Item 5 of this Annual Report on Form 10-K for additional discussion of our repurchases of our common stock and our dividend

policy.

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with GAAP, we use certain non-GAAP financial measures called earnings
before interest, taxes, depreciation and amortization (“EBITDA”) and free cash flow. We define free cash flow as cash flow from
operating activities excluding the net change in trading investments and net change in securities failed-to-deliver and securities failed-
to-receive from broker-dealers, clearing organizations and customers, less expenditures for furniture, equipment and leasehold
improvements and capitalized software development costs. We believe these non-GAAP financial measures, when taken into
consideration with the corresponding GAAP financial measures, are important in understanding our operating results. EBITDA and free
cash flow are not measures of financial performance or liquidity under GAAP and therefore should not be considered an alternative to
net income or cash flow from operating activities as an indicator of operating performance or liquidity. We believe that EBITDA and
free cash flow provide useful additional information concerning profitability of our operations and business trends and the cash flow
available to pay dividends, repurchase stock and meet working capital requirements.

The table set forth below presents a reconciliation of our net income to EBITDA, as defined, for the years ended December 31,

2021 and 2020:

Net income
Add back:
Interest expense
Provision for income taxes
Depreciation and amortization
Earnings before interest, taxes, depreciation and amortization

Year Ended December 31,

2021

2020

(In thousands)

257,888

299,377

842
76,035
53,447
388,212

1,142
74,982
35,996
411,497

The table set forth below presents a reconciliation of our net cash provided by operating activities to free cash flow, as defined,

for the years ended December 31, 2021 and 2020:

Net cash provided by operating activities
Exclude: Net change in trading investments
Exclude: Net change in fail-to-deliver/receive from broker-dealers, clearing organizations and
customers
Less: Purchases of furniture, equipment and leasehold improvements
Less: Capitalization of software development costs
Free cash flow

282,091
5,574

59,651
(17,493)
(33,123)
296,700

404,489
(67,952)

49,278
(15,010)
(30,618)
340,187

Year Ended December 31,

2021

2020

(In thousands)

Contractual Obligations and Commitments

As of December 31, 2021, we had the following contractual obligations and commitments:

Operating leases

$ 123,402

11,163

Total

Less than
1 year

1 - 3 years
(In thousands)
22,104
$

3 - 5 years

More than
5 years

22,070

68,065

Payments due by period

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk of the loss resulting from adverse changes in market rates and prices, such as interest rates and foreign

currency exchange rates.

Market Risk

The global financial services business is, by its nature, risky and volatile and is directly affected by many national and international
factors that are beyond our control. Any one of these factors may cause a substantial decline in the U.S. and global financial services
markets, resulting in reduced trading volume and revenues. These events could have a material adverse effect on our business, financial
condition and results of operations.

As of December 31, 2021, we had $24.9 million of investments in U.S Treasuries that were classified as trading securities. Adverse
movements, such as a 10% decrease in the value of these securities or a downturn or disruption in the markets for these securities, could
result in a substantial loss. In addition, principal gains and losses resulting from these securities could on occasion have a
disproportionate effect, positive or negative, on our financial condition and results of operations for any particular reporting period.

See also Part 1, Item 1A.– “Risk Factors – Risks Related to Global Economic and Market Conditions – Global economic, political

and market factors beyond our control could reduce demand for our services, and our profitability and business could suffer.”

Interest Rate Risk

Interest rate risk represents our exposure to interest rate changes with respect to our cash, cash equivalents and investments. As
of December 31, 2021, our cash and cash equivalents and investments amounted to $542.8 million. A hypothetical 10 basis point change
in interest rates would increase or decrease our annual investment income by approximately $0.5 million, assuming no change in the
amount or composition of our cash and cash equivalents.

We do not maintain an inventory of bonds that are traded on our platform.

Foreign Currency Exchange Rate Risk

We conduct operations in several different countries outside of the U.S., most notably the U.K., and substantial portions of our
revenues, expenses, assets and liabilities are generated and denominated in non-U.S. dollar currencies. Since our consolidated financial
statements are presented in U.S. dollars, we must translate revenues, income and expenses, as well as assets and liabilities, into U.S.
dollars at exchange rates in effect during or at the end of each reporting period. Accordingly, increases or decreases in the value of the
U.S. dollar against the other currencies will affect our net operating revenues, operating income and the value of balance sheet items
denominated in foreign currencies.

During the year ended December 31, 2021, approximately 17.0% of our revenue and 31.2% of our expenses were denominated in
currencies other than the U.S. dollar, most notably the British Pound Sterling. Based on actual results over the past year, a hypothetical
10% increase or decrease in the U.S. dollar against all other currencies would have increased or decreased revenue by approximately
$11.8 million and operating expenses by approximately $11.2 million.

Credit Risk

Through certain of our subsidiaries, we execute bond transactions between our institutional investor and broker-dealer clients on
a matched principal basis by serving as counterparty to both the buyer and the seller in trades. Our U.S. broker-dealer subsidiary operates
under a self-clearing model for the settlement of such transactions. Our subsidiaries also settle their transactions through third-party
clearing brokers or settlement agents. Settlement typically occurs within one to two trading days after the trade date. Cash settlement of
the transaction occurs upon receipt or delivery of the underlying instrument that was traded.

We are exposed to credit and performance risks in our role as matched principal trading counterparty to our clients executing bond
trades on our platform, including the risk that counterparties that owe us money or securities will not perform their obligations. These
parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Adverse
movements in the prices of securities that are the subject of these transactions can increase our risk. In connection with Open Trading
or other anonymous protocols, we expect that the number of transactions in which we act as a matched principal will increase.

We have policies, procedures and automated controls in place to identify and manage our credit risk. There can be no assurance
that these policies, procedures and automated controls will effectively mitigate our credit risk exposure. Some of our risk management
procedures are reliant upon the evaluation of information regarding the fixed-income markets, our clients or other relevant matters that
are publicly available or otherwise acquired from third party sources. Such information may not be accurate, complete, up-to-date or
properly assessed and interpreted by us. If our risk management procedures fail, our business, financial condition and results of
operations may be adversely affected. Furthermore, our insurance policies are unlikely to provide coverage for such risks.

Cash and cash equivalents include cash and money market instruments that are primarily maintained at three major global banks.

Given this concentration, we are exposed to certain credit risk in relation to our deposits at these banks.

Item 8. Financial Statements and Supplementary Data.

MARKETAXESS HOLDINGS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Management’s Report on Internal Control Over Financial Reporting
Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm..........................................................................................................
Consolidated Statements of Financial Condition — As of December 31, 2021 and 2020............................................................
Consolidated Statements of Operations — For the years ended December 31, 2021, 2020 and 2019 .........................................
Consolidated Statements of Comprehensive Income — For the years ended December 31, 2021, 2020 and 2019.....................
Consolidated Statements of Changes in Stockholders’ Equity — For the years ended December 31, 2021, 2020 and 2019 ......
Consolidated Statements of Cash Flows — For the years ended December 31, 2021, 2020 and 2019 ........................................
Notes to Consolidated Financial Statements..................................................................................................................................

57
59
60
61
62
63
64

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of MarketAxess Holdings Inc. is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over
financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal
control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the Company; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of

the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control — Integrated Framework (2013).

Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over

financial reporting as of December 31, 2021.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2021 has been audited by
PricewaterhouseCoopers LLP (PCAOB ID 238), an independent registered public accounting firm, as stated in their report which
appears herein.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of MarketAxess Holdings Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial condition of MarketAxess Holdings Inc. and its subsidiaries
(the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income,
of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the
related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control
over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s
consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.

Revenue Recognition - Open Trading Commissions

As described in Note 2 to the consolidated financial statements, the Company executes trades between and among institutional investor
and broker-dealer clients on a matched principal basis by serving as counterparty to both the buyer and the seller (“Open Trading”).
Open Trading variable transaction fees, which represent commissions for matched principal trades, were $155.5 million for the year
ended December 31, 2021. Variable transaction fees are generally calculated as a percentage of the notional dollar volume of bonds
traded on the platform and vary based on the type, size, yield, maturity of the bond traded, and individual client incentives. For Open
Trading trades, the Company earns its commission through the difference in price between the two trades. As disclosed by management,
commissions are determined based on the fee schedule associated with the instrument being traded.

The principal considerations for our determination that performing procedures relating to revenue recognition for Open Trading
commissions is a critical audit matter are the significant audit effort in performing procedures and evaluating evidence related to this
revenue type, which is calculated based on the instrument being traded, volume of the instrument being traded, and individual client
incentives.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the completeness
and accuracy of Open Trading commission. These procedures also included, among others, testing a sample of Open Trading transactions
by (i) agreeing the details of the trade to underlying documentation, (ii) agreeing fees charged to the fee schedule based on the trade
details, and as applicable, any individual client incentives, and (iii) recalculating the Open Trading commission variable transaction fee.

/s/ PricewaterhouseCoopers LLP
New York, New York
February 23, 2022
We have served as the Company’s auditor since 2000.

MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

As of

December 31, 2021

December 31, 2020

(In thousands, except share
and per share amounts)

ASSETS

Cash and cash equivalents
Cash segregated under federal regulations
Investments, at fair value
Accounts receivable, net of allowance of $140 and $163 as of December 31, 2021
and 2020, respectively
Receivables from broker-dealers, clearing organizations and customers
Goodwill
Intangible assets, net of accumulated amortization
Furniture, equipment, leasehold improvements and capitalized
software, net of accumulated depreciation and amortization
Operating lease right-of-use assets
Prepaid expenses and other assets

Total assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Accrued employee compensation
Payables to broker-dealers, clearing organizations and customers
Income and other tax liabilities
Accounts payable, accrued expenses and other liabilities
Operating lease liabilities

Total liabilities

Commitments and Contingencies (Note 15)

Stockholders' equity
Preferred stock, $0.001 par value, 4,855,000 shares authorized,
no shares issued and outstanding as of December 31, 2021 and 2020
Series A Preferred Stock, $0.001 par value, 110,000 shares authorized,
no shares issued and outstanding as of December 31, 2021 and 2020
Common stock voting, $0.003 par value, 110,000,000 shares
authorized, 40,911,506 shares and 40,851,100 shares issued
and 37,918,956 shares and 38,005,330 shares outstanding as of
December 31, 2021 and 2020, respectively
Common stock non-voting, $0.003 par value, 10,000,000 shares
authorized, no shares issued and outstanding as of
December 31, 2021 and 2020
Additional paid-in capital
Treasury stock - Common stock voting, at cost, 2,992,550 shares and 2,845,770
shares as of December 31, 2021 and 2020, respectively
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity

506,735
50,159
36,078

63,881
408,346
154,789
116,377

96,061
70,960
27,066
1,530,452

59,719
229,325
40,456
71,218
88,425
489,143

—

123

—
330,262

(232,712)
956,966
(13,330)
1,041,309
1,530,452

460,858
50,059
28,111

79,577
279,915
147,388
95,354

85,204
75,924
29,039
1,331,429

62,326
133,326
42,750
44,354
93,612
376,368

—

123

—
329,742

(169,523)
799,369
(4,650)
955,061
1,331,429

The accompanying notes are an integral part of these consolidated financial statements.

MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

2021

Year Ended December 31,
2020
(In thousands, except per share amounts)

2019

Revenues

Commissions
Information services
Post-trade services
Other

Total revenues

Expenses

Employee compensation and benefits
Depreciation and amortization
Technology and communications
Professional and consulting fees
Occupancy
Marketing and advertising
Clearing costs
General and administrative

Total expenses

Operating income
Other income (expense)
Investment income
Interest expense
Other, net

Total other income (expense)

Income before income taxes
Provision for income taxes
Net income

Net income per common share

Basic
Diluted

Cash dividends declared per common share

Weighted average shares outstanding

Basic
Diluted

$
$

621,008
38,175
38,922
846
698,951

170,916
53,447
42,474
41,925
13,320
9,059
16,074
14,501
361,716
337,235

401
(842)
(2,871)
(3,312)
333,923
76,035
257,888

6.88
6.77

2.64

37,508
38,097

$
$

634,445
34,341
19,460
879
689,125

156,885
35,996
34,092
32,304
13,425
7,940
21,058
12,697
314,397
374,728

2,446
(1,142)
(1,673)
(369)
374,359
74,982
299,377

8.01
7.85

2.40

37,359
38,144

463,856
30,730
15,763
1,003
511,352

131,079
26,857
26,792
25,534
11,639
11,559
11,314
15,696
260,470
250,882

8,063
—
(1,521)
6,542
257,424
52,522
204,902

5.53
5.40

2.04

37,083
37,956

The accompanying notes are an integral part of these consolidated financial statements.

MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Net income
Net cumulative translation adjustment and foreign
currency exchange hedge, net of tax of $(721), (1,468), and
$(1,218), respectively
Net unrealized gain (loss) on securities available-for-sale,
net of tax of $0, $(172) and $312, respectively
Comprehensive income

2021

Year Ended December 31,
2020
(In thousands)
299,377

257,888

(8,680)

6,164

—
249,208

(544)
304,997

2019

204,902

1,128

996
207,026

The accompanying notes are an integral part of these consolidated financial statements.

MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Common
Stock
Voting

Additional
Paid-In
Capital

Treasury
Stock -
Common
Stock
Voting

Accumulated
Other
Comprehensive
Retained
Loss
Earnings
(In thousands, except per share amounts)

Total
Stockholders'
Equity

122
—

341,860
—

$ (184,962) $ 463,252
204,902

—

(12,394) $
—

607,878
204,902

1,128

Balance at December 31, 2018 $
Net income
Cumulative translation
adjustment and foreign currency
exchange hedge, net of tax
Unrealized net (loss) on
securities available-for-sale, net
of tax
Stock-based compensation
Exercise of stock options
Withholding tax payments on
restricted stock vesting and stock
option exercises
Treasury shares used for
acquisition
Repurchases of common stock
Cash dividend on common stock
($2.04 per share)
Balance at December 31, 2019
Net income
Cumulative translation
adjustment and foreign currency
exchange hedge, net of tax
Unrealized net gain on securities
available-for-sale, net of tax
Stock-based compensation
Exercise of stock options
Withholding tax payments on
restricted stock vesting and stock
option exercises
Repurchases of common stock
Cash dividend on common stock
($2.40 per share)
Balance at December 31, 2020
Net income
Cumulative translation
adjustment and foreign currency
exchange hedge, net of tax
Stock-based compensation
Exercise of stock options
Withholding tax payments on
restricted stock vesting and stock
option exercises
Repurchases of common stock
Cash dividend on common stock
($2.64 per share)
Balance at December 31, 2021 $

—

—
—
—

—

—
—

—
122
—

—

—
—
1

—
—

—
123
—

—
—
—

—
—

—

—
25,294
1,207

(25,820)

—
—

—
342,541
—

—

—
25,613
4,006

—

—
—
—

—

48,830
(17,256)

—
(153,388)
—

—

—
—
—

(42,418)
—

—
(16,135)

—

—
—
—

—

—
—

—

—
—
—

—
—

—
329,742
—

—
(169,523)
—

(91,094)
799,369
257,888

—
27,314
7,096

—
—
—

(33,890)
—

—
(63,189)

—
—
—

—
—

(77,068)
591,086
299,377

—
(10,270)
—

996
—
—

—

—
—

6,164

(544)
—
—

—
—

—
(4,650)
—

(8,680)
—
—

—
—

996
25,294
1,207

(25,820)

48,830
(17,256)

(77,068)
770,091
299,377

6,164

(544)
25,613
4,007

(42,418)
(16,135)

(91,094)
955,061
257,888

(8,680)
27,314
7,096

(33,890)
(63,189)

—
123

—
330,262

(100,291)
$ (232,712) $ 956,966

—

—
(13,330) $

(100,291)
1,041,309

The accompanying notes are an integral part of these consolidated financial statements.
62

MARKETAXESS HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

2021

Year Ended December 31,
2020
(In thousands)

2019

Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
Amortization of operating lease right-of-use assets
Stock-based compensation expense
Deferred taxes
Other
Changes in operating assets and liabilities:

Decrease (increase) in accounts receivable
(Increase) in receivables from broker-dealers, clearing organizations and customers
Decrease (increase) in prepaid expenses and other assets
(Increase) decrease in trading investments
(Increase) in mutual funds held in rabbi trust
(Decrease) increase in accrued employee compensation
Increase in payables to broker-dealers, clearing organizations and customers
(Decrease) increase in income and other tax liabilities
Increase (decrease) in accounts payable, accrued expenses and other liabilities
(Decrease) in operating lease liabilities
Net cash provided by operating activities
Cash flows from investing activities

Acquisitions, net of cash and cash equivalents acquired
Available-for-sale investments

Proceeds from maturities and sales
Purchases

Purchases of furniture, equipment and leasehold improvements
Capitalization of software development costs
Other

Net cash provided by (used in) investing activities
Cash flows from financing activities
Cash dividend on common stock
Exercise of stock options
Withholding tax payments on restricted stock vesting and stock option exercises
Repurchases of common stock
Proceeds from short-term borrowings
Repayments of short-term borrowings
Net cash (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents including restricted cash

Net increase for the period
Beginning of period

End of period
Supplemental cash flow information:

Cash paid for income taxes
Cash paid for interest

Non-cash investing and financing activity:

Exercise of stock options - cashless
Right-of-use assets obtained in exchange for operating lease liabilities
Contingent consideration payable recognized in connection with acquisitions
Liabilities assumed in connection with acquisition:

Fair value of assets acquired
Cash paid for acquisition of business, net of cash and cash equivalents acquired
Treasury stock used for acquisition of business
Liabilities assumed

257,888 $

299,377

204,902

53,447
6,799
27,314
3,118
(466)

15,598
(156,909)
2,214
(5,574)
(2,306)
(2,607)
95,999
(5,638)
215
(7,001)
282,091

35,996
6,842
25,613
10,099
(550)

(18,015)
(182,871)
(1,977)
67,952
(2,671)
14,961
133,326
16,189
6,006
(5,788)
404,489

26,857
5,795
25,294
2,674
(778)

(2,962)
—
(4,624)
4,045
(2,118)
8,312
—
187
(820)
(829)
265,935

(17,078)

(23,297)

(97,430)

—
—
(17,493)
(33,123)
—
(67,694)

(99,792)
7,096
(33,890)
(63,189)
70,348
(70,348)
(189,775)
(7,105)

170,657
(32,865)
(15,010)
(30,618)
—
68,867

(90,566)
4,007
(42,418)
(16,135)
578,356
(578,356)
(145,112)
5,553

17,517
608,050
625,567 $

333,797
274,253
608,050

70,003 $
830

45,046
1,142

2,750 $
1,972
27,947

10,866
727
14,665

170,936
(160,827)
(12,292)
(22,408)
(30)
(122,051)

(76,231)
1,207
(25,820)
(17,256)
—
—
(118,100)
1,011

26,795
247,458
274,253

51,766
—

1,811
7,464
—

—
—
—
— $

148,425
(97,430)
(48,830)
2,165

The accompanying notes are an integral part of these consolidated financial statements.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Principal Business Activity

MarketAxess Holdings Inc. (the “Company” or “MarketAxess”) was incorporated in the State of Delaware on April 11, 2000.
Through its subsidiaries, MarketAxess operates leading electronic trading platforms delivering expanded liquidity opportunities,
improved execution quality and significant cost savings across global fixed-income markets. Almost 1,900 institutional investor and
broker-dealer firms are active users of the MarketAxess' patented trading technology, accessing global liquidity on its platforms in U.S.
investment-grade bonds, U.S. high-yield bonds, emerging market debt, Eurobonds, municipal bonds, U.S. government bonds and other
fixed-income securities. Through its Open Trading® protocols, MarketAxess executes bond trades between and among institutional
investor and broker-dealer clients in the leading all-to-all anonymous trading environment for corporate bonds. MarketAxess also offers
a number of trading-related products and services, including: Composite+TM pricing and other market data products to assist clients with
trading decisions; auto-execution and other execution services for clients requiring specialized workflow solutions; connectivity
solutions that facilitate straight-through processing; and technology services to optimize trading environments. The Company also
provides a range of pre- and post-trade services, including trade matching, trade publication, regulatory transaction reporting and market
and reference data across a range of fixed-income and other products.

2. Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions
and balances have been eliminated. Certain reclassifications have been made to the prior periods’ consolidated financial statements in
order to conform to the current period presentation. Such reclassifications are immaterial, individually and in the aggregate, to both
current and all previously issued financial statements taken as a whole and have no effect on previously reported net income.

Accounting Pronouncements, Not Yet Adopted

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, “Reference
Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (the “ASU”), which is designed
to ease the potential burden in accounting for the transition away from the London Inter-bank Offered Rate (“LIBOR”). The ASU applies
to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued
and replaced with alternative reference rates as a result of reference rate reform. The ASU provides optional expedients and exceptions
for applying U.S. generally accepted accounting principles (“GAAP”) to contracts, hedging relationships, and other transactions affected
by reference rate reform if certain criteria are met. The ASU can be adopted by all entities through December 31, 2022. The Company
does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements.

Cash and Cash Equivalents

The Company defines cash equivalents as short-term interest-bearing investments with maturities at the time of purchase of three

months or less.

Investments

The Company determines the appropriate classification of securities at the time of purchase which are recorded in the Consolidated
Statements of Financial Condition on the trade date. Securities are classified as available-for-sale or trading. Available-for-sale
investments are carried at fair value with the unrealized gains or losses reported in accumulated other comprehensive loss in the
Consolidated Statements of Financial Condition. Trading investments include investment-grade corporate debt securities and U.S.
Treasuries and are carried at fair value, with realized and unrealized gains or losses included in other, net in the Consolidated Statements
of Operations.

Fair Value Financial Instruments

Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.” A three-tiered hierarchy for determining fair value has been established that
prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as Level 1 (unadjusted
quoted prices for identical assets or liabilities in active markets), Level 2 (inputs that are observable in the marketplace other than those
inputs classified in Level 1) and Level 3 (inputs that are unobservable in the marketplace). The Company’s financial assets and liabilities
measured at fair value on a recurring basis consist of its money market funds, trading securities and contingent consideration payables
associated with acquisitions. All other financial instruments are short-term in nature and the carrying amount is reported on the
Consolidated Statements of Financial Condition at approximate fair value.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Receivables from and Payables to Broker-dealers, Clearing Organizations and Customers

Receivables from broker-dealers, clearing organizations and customers include amounts receivable for securities not delivered by
the Company to the purchaser by the settlement date (‘‘securities failed-to-deliver’’) and cash deposits held at clearing organizations
and clearing brokers to facilitate the settlement and clearance of matched principal transactions. Payables to broker-dealers, clearing
organizations and customers include amounts payable for securities not received by the Company from a seller by the settlement date
(‘‘securities failed-to-receive’’). Securities failed-to-deliver and securities failed-to-receive for transactions executed on a matched
principal basis where the Company serves as a counterparty to both the buyer and the seller are recorded on a settlement date basis. The
Company presents its securities failed-to-deliver and securities failed-to-receive balances on a net-by-counterparty basis within
receivables from and payables to broker-dealers, clearing organizations and customers. The difference between the Company’s trade-
date receivables and payables for unsettled matched principal transactions reflects commissions earned and is recorded within accounts
receivable, net on a trade date basis.

Allowance for Credit Losses

All accounts receivable have contractual maturities of less than one year and are derived from trading-related fees and
commissions and revenues from products and services. The Company continually monitors collections and payments from its customers
and maintains an allowance for doubtful accounts. The allowance for credit losses is based on an estimate of the amount of potential
credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection
experience and other specific collection issues that have been identified. Account balances are grouped for evaluation based on various
risk characteristics, including billing type, legal entity, and geographic region. Additions to the allowance for credit losses are charged
to bad debt expense, which is included in general and administrative expense in the Company’s Consolidated Statements of Operations.
Balances that are determined to be uncollectable are written off against the allowance for credit losses.

The allowance for credit losses was $0.1 million and $0.2 million as of December 31, 2021 and 2020, respectively. The provision
for bad debts was $0.2 million, $0.5 million and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Write-offs and other charges against the allowance for credit losses were $0.1 million, $0.1 million and $0.1 million for the years ended
December 31, 2021, 2020 and 2019, respectively.

Depreciation and Amortization

Fixed assets are carried at cost less accumulated depreciation. The Company uses the straight-line method of depreciation over
three to seven years. The Company amortizes leasehold improvements on a straight-line basis over the lesser of the life of the
improvement or the remaining term of the lease.

Software Development Costs

The Company capitalizes certain costs associated with the development of internal use software, including among other items,
employee compensation and related benefits and third-party consulting costs at the point at which the conceptual formulation, design
and testing of possible software project alternatives have been completed. Once the product is ready for its intended use, such costs are
amortized on a straight-line basis over three years. The Company reviews the amounts capitalized for impairment whenever events or
changes in circumstances indicate that the carrying amounts of the assets may not be recoverable.

Cloud Computing Costs

The Company capitalizes certain costs associated with cloud computing arrangements, including, among other items, employee
compensation and related benefits and third-party consulting costs that are part of the application development stage. These costs are
setup as a prepaid asset on the balance sheet and are amortized over the period of the hosting service contract, which range from one to
five years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the
carrying amounts of the assets may not be recoverable.

Foreign Currency Translation and Forward Contracts

Assets and liabilities denominated in foreign currencies are translated using exchange rates at the end of the period; revenues and
expenses are translated at average monthly rates. Gains and losses on foreign currency translation are a component of accumulated other
comprehensive loss in the Consolidated Statements of Financial Condition. Transaction gains and losses are recorded in other, net in
the Consolidated Statements of Operations.

The Company previously entered into foreign currency forward contracts to hedge its net investment in its U.K. subsidiaries.
Gains and losses on these transactions are included in accumulated other comprehensive loss in the Consolidated Statements of Financial
Condition.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Revenue Recognition

The Company’s classification of revenues in the Consolidated Statements of Operations represents revenues from contracts with

customers disaggregated by type of revenue. The Company has four revenue streams as described below.

Commission Revenue. The Company charges its broker-dealer clients variable transaction fees for trades executed on its platforms
and, under certain plans, distribution fees or monthly minimum fees to use the platforms for a particular product area. Variable
transaction fees are recognized on a trade date basis and generally calculated as a percentage of the notional dollar volume of bonds
traded on the platforms and vary based on the type, size, yield and maturity of the bond traded and individual client incentives. Bonds
that are more actively traded or that have shorter maturities generally generate lower commissions, while bonds that are less actively
traded or that have longer maturities generally command higher commissions. Under the Company’s disclosed trading transaction fee
plans, variable transaction fees, distribution fees and unused monthly fee commitments are invoiced and recorded on a monthly basis.

For Open Trading trades that the Company executes between and among institutional investor and broker-dealer clients on a
matched principal basis by serving as counterparty to both the buyer and the seller, the Company earns its commission through the
difference in price between the two trades. The commission is collected upon settlement of the trade, which typically occurs within one
to two trading days after the trade date. For U.S. Treasury matched principal trades, commissions are invoiced and recorded on a monthly
basis. The following table presents commission revenue by fee type:

Commission revenue by fee type
Variable transaction fees
Disclosed trading
Open Trading - matched principal trading
U.S. Treasuries - matched principal trading

Total variable transaction fees

Distribution fees and unused minimum fees

Total commissions

2021

Year Ended December 31,
2020
(In thousands)

2019

333,712
155,465
12,400
501,577
119,431
621,008

343,427
170,537
12,372
526,337
108,108
634,445

266,916
98,080
2,184
367,180
96,676
463,856

Information services – Information services includes data licensed to the Company’s broker-dealer clients, institutional investor
clients and data-only subscribers; professional and consulting services; technology software licenses; and maintenance and support
services. The nature and timing of each performance obligation may vary as these contracts are either subscription-based services
transferred over time, and may be net of volume-based discounts, or one-time services that are transferred at a point in time. Revenues
for services transferred over time are recognized ratably over the contract period as the Company’s performance obligation is met
whereas revenues for services transferred at a point in time are recognized in the period the services are provided. Customers are
generally billed monthly, quarterly, or annually; revenues billed in advance are deferred and recognized ratably over the contract period.
The following table presents information services revenue by timing of recognition:

Information services revenue by timing of recognition

Services transferred over time
Services transferred at a point in time

Total information services revenues

2021

Year Ended December 31,
2020
(In thousands)

2019

37,341
834
38,175

32,425
1,916
34,341

29,619
1,111
30,730

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Post-trade services – Post-trade services revenue is generated from regulatory transaction reporting, trade publication and trade
matching services. Customers are generally billed monthly in arrears and revenue is recognized in the period transactions are processed.
Revenues billed in advance are deferred and recognized ratably over the contract period. The Company also generates one-time
implementation fees for onboarding clients which are invoiced and recognized in the period the implementation is completed. The
following table presents post-trade services revenue by timing of recognition:

Post-trade services revenue by timing of recognition

Services transferred over time
Services transferred at a point in time
Total post-trade services revenues

2021

Year Ended December 31,
2020
(In thousands)

2019

38,850
72
38,922

19,158
302
19,460

15,669
94
15,763

Other revenues – Other revenues primarily includes revenue from telecommunications line charges to broker-dealer clients.

Contract liabilities consist of deferred revenues that the Company records when cash payments are received or due in advance of

services to be performed. The revenue recognized from contract liabilities and the remaining balance is shown below:

Payments
received in
advance of
services to be
performed

December 31,
2020

Revenue
recognized for
services
performed
during the
period

(In thousands)

Foreign
Currency
Translation

December 31,
2021

Information services
Post-trade services

Total deferred revenue $

3,203
1,045
4,248

10,657
15,488
26,145

(10,332) $
(15,801)
(26,133) $

— $
(12)
(12) $

3,528
720
4,248

The majority of the Company’s contracts are short-term in nature with durations of less than one-year. For contracts with original
durations extending beyond one year, the aggregate amount of the transaction price allocated to remaining performance obligations was
$18.0 million as of December 31, 2021. The Company expects to recognize revenue associated with the remaining performance
obligations over the next 33 months.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards based on their estimated fair
values measured as of the grant date. These costs are recognized as an expense in the Consolidated Statements of Operations over the
requisite service period, which is typically the vesting period, with an offsetting increase to additional paid-in capital. Forfeitures are
recognized as they occur.

Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred income taxes reflect the net tax effects of temporary
differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when such differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized against deferred tax
assets if it is more likely than not that such assets will not be realized in future years. Tax benefits for uncertain tax positions are
recognized when it is more likely than not that the positions will be sustained upon examination based on their technical merits. The
Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated
Statements of Operations. All tax effects related to share-based payments are recorded in the provision for income taxes in the periods
during which the awards are exercised or vest.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Business Combinations, Goodwill and Intangible Assets

Business combinations are accounted for under the purchase method of accounting. The total cost of an acquisition is allocated to
the underlying net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values
of the net assets acquired is recorded as goodwill. Determining the fair value of certain assets acquired and liabilities assumed is
judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future
cash flows, discount rates, growth rates, customer attrition rates and asset lives.

The Company operates as a single reporting unit. Following an acquisition, goodwill no longer retains its identification with a
particular acquisition, but instead becomes identifiable with the entire reporting unit. As a result, all of the fair value of the Company is
available to support the value of goodwill. An impairment review of goodwill is performed on an annual basis, at year-end, or more
frequently if circumstances change. Intangible assets with definite lives, including purchased technologies, customer relationships and
other intangible assets, are amortized over their estimated useful lives which range from one to 15 years using either a straight-line or
accelerated amortization method based on the pattern of economic benefit the Company expects to realize from such assets. Intangible
assets are assessed for impairment when events or circumstances indicate the existence of a possible impairment.

Earnings Per Share

Basic earnings per share is computed by dividing the net income attributable to common stock by the weighted-average number
of shares of common stock outstanding during the period. For purposes of computing diluted earnings per share, the weighted-average
shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue
common stock were converted into or exercised for common stock.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. Regulatory Capital Requirements

Certain U.S. subsidiaries of the Company are registered as a broker-dealer or swap execution facility and therefore are subject to
the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading
Commission. These rules contain minimum net capital requirements, as defined in the applicable regulations, and also may require a
significant part of the registrants’ assets be kept in relatively liquid form. Certain of the Company’s foreign subsidiaries are regulated
by the Financial Conduct Authority in the U.K. or other foreign regulators and must maintain financial resources, as defined in the
applicable regulations, in excess of the applicable financial resources requirement. As of December 31, 2021, each of the Company’s
subsidiaries that are subject to these regulations had net capital or financial resources in excess of their minimum requirements. As of
December 31, 2021, the Company’s subsidiaries maintained aggregate net capital and financial resources that were $561.2 million in
excess of the required levels of $22.0 million.

The Company’s U.S. broker-dealer subsidiary is required to segregate funds in a special reserve bank account for the benefit of
customers pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934, as amended. As of December 31, 2021, the U.S. broker-
dealer subsidiary had a balance of $50.2 million in its special reserve bank account. This U.S. broker-dealer subsidiary also maintained
net capital that was $356.8 million in excess of the required level of $2.6 million.

Each of the Company’s U.S. and foreign regulated subsidiaries are subject to local regulations which generally prohibit repayment
of borrowings from the Company or affiliates, paying cash dividends, making loans to the Company or affiliates or otherwise entering
into transactions that result in a significant reduction in regulatory net capital or financial resources without prior notification to or
approval from such regulated entity’s principal regulator.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

4. Fair Value Measurements

The following table summarizes the valuation of the Company’s assets and liabilities measured at fair value as categorized based

on the hierarchy described in Note 2:

As of December 31, 2021
Assets
Money market funds
Trading securities
U.S. Treasuries
Mutual funds held in rabbi trust
Total assets

Liabilities
Contingent consideration payable

As of December 31, 2020
Assets
Money market funds
Trading securities
Corporate debt
Mutual funds held in rabbi trust
Total assets

Liabilities
Contingent consideration payable
Foreign currency forward position

Total liabilities

Level 1

Level 2

Level 3

Total

(In thousands)

14,206

— $

14,206

—
—
14,206

24,883
11,195
36,078

—
—
— $

24,883
11,195
50,284

— $

41,090

20,856

— $

20,856

—
—
20,856

19,222
8,889
28,111

—
—
— $

19,222
8,889
48,967

— $
—
— $

— $
805
805

15,026
—
15,026

15,026
805
15,831

Securities classified within Level 2 were valued using a market approach utilizing prices and other relevant information generated
by market transactions involving comparable assets. The foreign currency forward contracts are classified within Level 2 as the valuation
inputs are based on quoted market prices. The mutual funds held in a rabbi trust represent investments associated with the Company’s
deferred cash incentive plan.

Liabilities classified within Level 3 reflect contingent consideration payable recognized in connection with acquisitions.
Significant unobservable inputs used in the valuation of contingent consideration payable include estimates of client retention, electronic
order flow and license fees over periods of 18 to 24 months from the acquisition dates. The following table summarizes the change in
the Company's Level 3 liabilities for the year ended December 31, 2021:

December 31,
2020

Additions -
acquisitions

Contingent consideration payable

15,026

22,450

Revaluations
(In thousands)
4,885

Foreign
Currency
Translation

December 31,
2021

(1,271) $

41,090

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below presents the range and average significant unobservable inputs used in the valuation of the Company's Level 3

liabilities:

Valuation Technique

Unobservable Inputs

Range

Average

($ in thousands)

As of December 31, 2021
Liabilities:
Contingent consideration
payable

Discounted cash flows

Present value factor
Customer retention rate
First earn-out period
variable fee
Percentage of electronic
trading volume

0.95 - 1
84.0%

$2,703 - $3,086

86.0% - 96.6%

0.98
84.0%

$2,895

91.3%

As of December 31, 2020
Liabilities:
Contingent consideration
payable

Discounted cash flows

Present value factor
Customer retention rate

0.82
80.0%

The table below presents the carrying value, fair value and fair value hierarchy category of the Company’s financial assets and
liabilities that are not measured at fair value on the Consolidated Statement of Financial Condition. The carrying values of the Company’s
financial assets and liabilities not measured at fair value categorized in the fair value hierarchy as Level 1 and Level 2 approximate fair
value due to the short-term nature of the underlying assets and liabilities.

As of December 31, 2021
Financial assets not measured at fair value:
Cash and cash equivalents
Cash segregated under federal regulations
Accounts receivable, net of allowance
Receivables from broker-dealers, clearing
organizations and customers
Total

Financial liabilities not measured at fair value:
Payables to broker-dealers, clearing
organizations and customers

As of December 31, 2020
Financial assets not measured at fair value:
Cash and cash equivalents
Cash segregated under federal regulations
Accounts receivable, net of allowance
Receivables from broker-dealers, clearing
organizations and customers
Total

Financial liabilities not measured at fair value:
Payables to broker-dealers, clearing
organizations and customers

Carrying
Value

Fair Value

Level 1

Level 2

Level 3

Total

(In thousands)

506,735
50,159
63,881

$ 506,735
50,159
—

408,346
$ 1,029,121

68,565
$ 625,459

— $
—
63,881

— $
—
—

506,735
50,159
63,881

339,781
403,662

408,346
—
— $ 1,029,121

229,325

— $

229,325

— $

229,325

460,858
50,059
79,577

279,915
870,409

460,858
50,059
79,577

$ 460,858
50,059
—

279,915
870,409

97,043
$ 607,960

— $
—
79,577

— $
—
—

460,858
50,059
79,577

182,872
262,449

—
— $

279,915
870,409

133,326

— $

133,326

— $

133,326

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following is a summary of the Company’s investments:

As of December 31, 2021
Trading securities
U.S. Treasuries
Mutual funds held in rabbi trust
Total investments

As of December 31, 2020
Trading securities
Corporate debt
Mutual funds held in rabbi trust
Total investments

Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

(In thousands)

Fair
value

24,994
9,941
34,935

19,081
7,680
26,761

— $

1,254
1,254

141
1,209
1,350

(111)
—
(111)

24,883
11,195
36,078

— $
—
— $

19,222
8,889
28,111

The following table summarizes the fair value of the investments based upon the contractual maturities:

Less than one year
Due in 1 - 5 years

Total

As of December 31,

2021

2020

(In thousands)

11,195
24,883
36,078

18,290
9,821
28,111

Proceeds from the sales and maturities of investments during the years ended December 31, 2021, 2020 and 2019 were $19.4
million, $261.6 million and $262.1 million, respectively. Net unrealized losses on trading securities were $0.3 million and $0.4 million
for the year ended December 31, 2021 and 2020, respectively. Net realized gains were $0.1 million and $1.7 million for the year ended
December 31, 2021 and 2020, respectively, and were immaterial for the year ended December 31, 2019.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

5. Receivables from and Payables to Broker-dealers, Clearing Organizations and Customers

The Company's receivables from and payables to broker-dealers, clearing organizations and customers consist of the following:

Receivables from broker-dealers, clearing organizations and
customers:

Securities failed-to-deliver - broker-dealers
Securities failed-to-deliver - customers
Deposits with clearing organizations and broker-dealers
Other

Total

Payables to broker-dealers, clearing organizations and customers:

Securities failed-to-receive - broker-dealers
Securities failed-to-receive - customers
Other

Total

December 31, 2021

December 31, 2020

(In thousands)

152,766
182,052
68,565
4,963
408,346

166,010
59,879
3,436
229,325

93,294
87,685
97,043
1,893
279,915

70,917
60,784
1,625
133,326

6. Acquisitions

On April 9, 2021, the Company acquired MuniBrokers LLC, a central electronic venue serving municipal bond brokers and
dealers. The purchase price consists of $17.1 million in cash paid at closing and up to $25.0 million of contingent consideration payable
within approximately two years of the acquisition date. The Company is accounting for the transaction as a business combination and
utilized an independent third-party to assist in determining the fair value of the acquired intangible assets. The accounting purchase price
is $39.6 million, comprised of $17.1 million of cash and $22.5 million of contingent consideration payable, which is included within
accounts payable, accrued expenses, and other liabilities on the Consolidated Statement of Financial Condition. The Company recorded
$32.0 million of amortizable intangible assets and $7.4 million of goodwill as of the acquisition date. The acquired intangible assets
consist of customer relationships and technology and have useful lives ranging from 1 to 15 years. In 2021, the Company recognized a
decrease of $0.6 million to the contingent consideration payable due to updated projections of the expected final contingent consideration
payments, which was recorded in other, net on the Consolidated Statement of Operations.

On November 30, 2020, the Company acquired Regulatory Services GmbH, the pan-European regulatory reporting business of
Deutsche Börse Group. The purchase price consists of $22.5 million in cash paid at closing and up to $24.6 million in contingent
consideration payable in cash within 18 months of the closing. The Company is accounting for the transaction as a purchase of assets
and recorded $37.4 million in amortizable intangible assets as of the acquisition date. In 2021, the Company recognized increases of
$5.5 million to the contingent consideration payable and the cost basis of the acquired intangible assets as a result of updated projections
of the expected final contingent consideration payments.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

7. Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite lives were $154.8 million and $147.4 million as of December 31, 2021 and 2020,
respectively. The $7.4 million increase reflects goodwill recognized as part of the acquisition of MuniBrokers LLC. Intangible assets
that are subject to amortization, including the related accumulated amortization, are comprised of the following:

December 31, 2021

December 31, 2020

Cost

Accumulated
amortization

Net
carrying
amount

Cost

Accumulated
amortization

Net carrying
amount

(In thousands)

Customer relationships
Technology and other intangibles

Total

$ 132,196 $
11,430
$ 143,626 $

(19,813) $
(7,437)
(27,250) $

112,384
3,993
116,377

102,696
6,550
109,246

(7,369) $
(6,523)
(13,892) $

95,327
27
95,354

Amortization expense associated with identifiable intangible assets was $13.4 million, $3.9 million and $0.8 million for the years
ended December 31, 2021, 2020 and 2019, respectively. Annual estimated total amortization expense is $16.8 million, $17.6 million,
$15.2 million, $12.3 million and $10.6 million for 2022 through 2026.

8. Capitalized Software, Furniture, Equipment and Leasehold Improvements

Capitalized software development costs, furniture, equipment and leasehold improvements, net of accumulated depreciation and

amortization, are comprised of the following:

Software development costs
Computer hardware and related software
Office hardware
Furniture and fixtures
Leasehold improvements

Accumulated depreciation and amortization

Total

As of December 31,

2021

2020

(In thousands)

183,998
45,986
8,866
7,120
31,021
276,991
(180,930)
96,061

151,139
52,696
8,782
7,078
29,064
248,759
(163,555)
85,204

During the years ended December 31, 2021 and 2020, software development costs totaling $33.1 million and $30.6 million,
respectively, were capitalized. Non-capitalized software costs and routine maintenance costs are expensed as incurred and are included
in employee compensation and benefits and professional and consulting fees in the Consolidated Statements of Operations.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

9. Income Taxes

The provision for income taxes consists of the following:

Current:

Federal
State and local
Foreign
Total current provision

Deferred:
Federal
State and local
Foreign
Total deferred provision

Provision for income taxes

2021

Year Ended December 31,
2020
(In thousands)

2019

36,661
17,238
19,018
72,917

2,249
778
91
3,118
76,035

30,215
19,130
15,538
64,883

7,474
1,439
1,186
10,099
74,982

28,928
7,686
13,234
49,848

2,579
403
(308)
2,674
52,522

Pre-tax income from U.S. operations was $234.6 million, $288.3 million and $190.4 million for the years ended December 31,
2021, 2020 and 2019, respectively. Pre-tax income from foreign operations was $99.3 million, $86.1 million and $67.0 million for the
years ended December 31, 2021, 2020 and 2019, respectively.

The difference between the Company’s reported provision for income taxes and the U.S. federal statutory rate of 21% is as follows:

U.S. federal tax at statutory rate
State and local taxes - net of federal benefit
Credits and deductions related to research activities
Foreign rate differential benefit
Excess tax benefit from stock-based compensation
Other, net

Provision for income taxes

2021

Year Ended December 31,
2020

2019

21.0 %
4.4
(0.4)
(0.2)
(2.9)
0.9
22.8 %

21.0 %
4.4
(0.3)
(0.4)
(5.4)
0.7
20.0 %

21.0 %
2.5
(0.3)
(0.5)
(3.5)
1.2
20.4 %

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following is a summary of the Company’s net deferred tax assets:

Deferred tax assets:

Stock compensation expense
Operating lease liabilities
Other
Total deferred tax assets
Valuation allowance
Net deferred tax assets

Deferred tax liabilities:

Depreciation and amortization
Capitalized software development costs
Goodwill and intangible assets
Operating lease right-of-use assets

Deferred tax (liability) asset, net

As of December 31,

2021

2020

(In thousands)

2,683
18,688
3,004
24,375
—
24,375

(9,847)
(9,417)
(4,311)
(14,940)
(14,140)

3,682
19,339
1,968
24,989
—
24,989

(9,729)
(7,828)
(2,852)
(15,600)
(11,020)

The Company or one of its subsidiaries files U.S. federal, state and foreign income tax returns. The Company is currently under
a New York State income tax examination for tax years 2010 through 2017 and a New York City income tax examination for the tax
years 2016 through 2018. At this time, the Company cannot estimate when the examinations will conclude or the impact such
examinations will have on the Company’s Consolidated Financial Statements, if any. Generally, other than New York City and State,
the Company is no longer subject to tax examinations by tax authorities for years prior to 2018.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

A reconciliation of the unrecognized tax benefits is as follows:

Balance at beginning of year

(Decrease) increase attributable to state and local tax apportionment

Balance at end of year

2021

Year Ended December 31,
2020
(In thousands)
6,831
9,486
16,317

16,317 $
(1,228)
15,089 $

2019

4,718
2,113
6,831

As of December 31, 2021, the Company recorded $15.1 million of unrecognized tax benefits which, if recognized, would affect
the Company’s effective tax rate. Due to the uncertainty related to the timing and potential outcome of the audits, the Company cannot
reasonably estimate the amount of the unrecognized tax benefit that could be adjusted in the next 12 months. During the years ended
December 31, 2021, 2020 and 2019, the Company recognized $3.3 million, $3.7 million and $0.6 million, respectively, in penalties and
interest. The Company had $8.3 million, $4.9 million and $1.2 million accrued for the payment of interest and penalties at December 31,
2021, 2020 and 2019 respectively.

10. Stockholders’ Equity

Common Stock

As of December 31, 2021 and 2020, the Company had 110,000,000 authorized shares of voting common stock and 10,000,000
authorized shares of non-voting common stock. Voting common stock entitles the holder to one vote per share of common stock held.

The following is a summary of the changes in the Company’s outstanding shares of voting common stock:

2021

Year Ended December 31,
2020
(In thousands)

2019

Outstanding shares of voting common stock at the beginning of year

Exercise of stock options
Issuance of restricted stock, net of cancellations
Shares withheld for withholding tax payments
Treasury shares used for acquisition
Repurchases

Outstanding shares of voting common stock at the end of year

38,005
92
48
(75)
—
(151)
37,919

37,936
177
56
(125)
—
(39)
38,005

37,640
147
161
(98)
146
(60)
37,936

In September 2017, the Board of Directors authorized a fifteen-month share repurchase program for up to $100.0 million that
commenced in October 2017. The expiration date of this program was subsequently extended to March 31, 2019. In January 2019, the
Board of Directors authorized a new two-year share repurchase program for up to $100.0 million, which commenced in April 2019 and
expired in March 2021. In January 2021, the Board of Directors authorized a new share repurchase program for up to $100.0 million
that commenced on April 1, 2021 and was exhausted in January 2022. In January 2022, the Board of Directors authorized a new share
repurchase program for up to $150.0 million. Repurchases under the new program are expected to commence in the first quarter of 2022.
Shares repurchased under each program will be held in treasury for future use.

Dividends

During 2021, 2020 and 2019, the Company paid quarterly cash dividends of $0.66 per share, $0.60 per share and $0.51 per share,
respectively. Any future declaration and payment of dividends will be at the sole discretion of the Company’s Board of Directors. The
Board of Directors may take into account such matters as general business conditions, the Company’s financial results, capital
requirements, contractual obligations, legal, and regulatory restrictions on the payment of dividends to the Company’s stockholders or
by the Company’s subsidiaries to their respective parent entities, and any such other factors as the Board of Directors may deem relevant.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

11. Stock-Based Compensation Plans

The Company maintains a stock incentive plan which provides for the grant of stock options, stock appreciation rights, restricted
stock, restricted stock units, performance shares, performance units, or other stock-based awards as incentives and rewards to encourage
employees, consultants and non-employee directors to participate in the long-term success of the Company. As of December 31, 2021,
there were 2,518,888 shares available for grant under the stock incentive plan.

Total stock-based compensation expense was as follows:

Employees:

Restricted stock and performance shares
Stock options

Non-employee directors:

Restricted stock

Total stock-based compensation

2021

Year Ended December 31,
2020
(In thousands)

2019

23,041
2,961
26,002

1,312
27,314

21,310
3,100
24,410

1,203
25,613

20,182
4,032
24,214

1,080
25,294

The Company records stock-based compensation expense for employees in employee compensation and benefits and for non-

employee directors in general and administrative expenses in the Consolidated Statements of Operations.

Stock Options

The exercise price of each option granted is equal to the market price of the Company’s common stock on the date of grant.
Generally, option grants have provided for vesting over a three or five-year period. Options generally expire in six or ten years from the
date of grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The
determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the
Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables, including the expected
stock price volatility over the term of the awards, the risk-free interest rate, the expected dividend yield rate and the expected term.
Expected volatilities are based on historical volatility of the Company’s stock. The risk-free interest rate is based on U.S. Treasury
securities with a maturity value approximating the expected term of the option. The dividend yield rate is based on the expected annual
dividends to be paid divided by the expected stock price. The expected term represents the period of time that options granted are
expected to be outstanding based on actual and projected employee stock option exercise behavior.

The weighted-average fair value for options granted during 2021, 2020 and 2019 was $137.66, $91.43 and $58.37, respectively.
The following table represents the assumptions used for the Black-Scholes option-pricing model to determine the per share weighted-
average fair value for options granted, excluding the two awards discussed below:

Expected life (years)
Risk-free interest rate
Expected volatility
Expected dividend yield

2021

Year Ended December 31,
2020

2019

5.0
0.4%
31.2%
0.4%

5.0
1.6%
26.8%
0.6%

5.0
2.6%
25.9%
0.8%

In addition to the option grants above, 76,868 stock options were granted to the Company’s President and Chief Operating Officer
in January 2019 with an aggregate grant date fair value of $2.9 million, as determined by an independent third party using a Monte Carlo
simulation model. The exercise price is $272.88 for 35,679 of the stock options and $294.71 for the remaining 41,189 stock options,
which is equal to 125% and 135%, respectively, of the fair market value of the Company’s common stock on the grant date. Subject to
the grantee’s continued service with the Company, the options will vest and become exercisable on January 22, 2024. The options expire
on July 22, 2024. Key assumptions used for the Monte Carlo model included a risk-free interest rate of 2.6%, volatility of 25.8% and a
dividend yield of 0.8%.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In November 2018, 148,524 stock options were granted to the Company’s Chief Executive Officer with a grant date fair value of
$5.5 million, as determined by an independent third party using a Monte Carlo simulation model. The exercise price is $257.78 for
69,113 of the stock options and $278.40 for the remaining 79,411 stock options, which is equal to 125% and 135%, respectively, of the
fair market value of the Company’s stock on the grant date. Subject to the grantee’s continued service with the Company, the options
will vest and become exercisable on November 8, 2023. The options expire on May 8, 2024. Key assumptions used for the Monte Carlo
model included a risk-free interest rate of 3.1%, volatility of 25.9% and a dividend yield of 0.8%.

The following table reports stock option activity during the three years ended December 31, 2021 and the intrinsic value as of

December 31, 2021:

Number of
Shares

Weighted-
Average
Exercise
Price ($)

Remaining
Contractual
Term

Intrinsic Value
($)
(In thousands)

Outstanding at December 31, 2018
Granted
Canceled
Exercised
Outstanding at December 31, 2019
Granted
Canceled
Exercised
Outstanding at December 31, 2020
Granted
Canceled
Exercised
Outstanding at December 31, 2021
Exercisable at December 31, 2021

575,564
82,474
(548)
(106,899)
550,591
13,900
(218)
(176,901)
387,372
17,897
(616)
(91,900)
312,753
59,215

132.93
279.57
198.67
28.24
175.16
368.10
307.52
84.07
223.60
517.88
394.77
107.05
274.35
190.13

2.5
1.7

32,529
44,710
13,095

The intrinsic value is the amount by which the closing price of the Company’s common stock on December 31, 2021 of $411.27
or the price on the day of exercise exceeds the exercise price of the stock options multiplied by the number of shares. As of December 31,
2021, there was $5.4 million of total unrecognized compensation cost related to non-vested stock options. That cost is expected to be
recognized over a weighted-average period of 1.6 years.

Service-Based Restricted Stock and Restricted Stock Unit Awards

Our annual compensation program includes share-based compensation awards as a component of certain employees’ total
compensation. These awards are generally subject to annual vesting requirements over a three-year period beginning at the date of grant,
which occurs in the first quarter of each year. Accordingly, the expense is generally amortized over the stated vesting period. In addition,
we grant shared-based compensation awards in conjunction with certain new hires and for retention purposes. These awards generally
vest over a three-year period and expense is recognized over the requisite service period. We may also issue awards with a five-year
period.

Performance Equity Awards

The Company grants performance equity awards to certain executives and senior managers of the firm as a component of their
total compensation and in conjunction with new hires and for retention purposes. Currently, performance equity awards generally vest
over a three-year period and contain both performance- and service-based elements. The Company may also grant awards with a five-
year vesting period with performance- and service-based elements. Awards granted beginning in January 2021 are subject to retirement
eligibility. The Company's retirement eligibility criteria stipulate that if an employee has at least ten years of continuous service and is
at least 58 years of age, the employee is eligible for retirement. Retirement eligibility allows for continued vesting of awards after
employees depart from the Company, provided that they give the minimum advance notice of one year.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Prior to 2020, performance share awards were generally granted with a performance period of one year, whereby each performance
share award was earned or forfeited based on the level of achievement by the Company of pre-tax operating income, as defined in the
year following the grant. The pay-out ranged from zero to 150% of the performance share target. For each performance share earned, a
participant was awarded an equal number of shares of restricted stock. Subject to the grantee’s continued service, any restricted stock
awarded to a participant vested in two equal installments on each of the second and third anniversaries of the date of grant of the
applicable performance share award. Compensation expense for one-year performance shares was measured at the grant date and
recognized on a graded basis over the vesting period. The final performance achievement for these awards was certified in January 2020
and the awards are only subject to service requirements thereafter.

In January 2020 and January 2021, annual performance equity awards were granted with three-year performance periods, whereby
the final amount that vests will be determined based on the level of achievement by the Company of certain predetermined metrics,
including pre-tax adjusted operating income and market share for the following three fiscal years, including the year of grant. The final
awarded pay-out will range from zero to 150% for the awards granted in 2020 and from zero to 200% for the awards granted in 2021.
Subject to the grantee’s continued service, any performance equity awarded to a participant will vest on the three-year anniversary of
the grant date. Compensation expense for the three-year performance shares is measured at the grant date and expensed over the requisite
service period with performance target achievement assessed at the end of each reporting period.

In August 2021, the new Chief Financial Officer received a performance equity award of 1,070 target shares. The award is
substantially similar to the annual bonus performance equity awards granted in January 2021, except that the performance achievement
will be determined using 2022 and 2023 fiscal years only. The award will fully vest on August 1, 2024 after certification of the
performance criteria, subject to continued employment by the Chief Financial Officer through such date.

The following table reports the Company's performance payout estimates for three-year performance period awards at December

31, 2021 as well as the target and maximum share payouts for each award date granted:

Award Date
January 15, 2020
January 15, 2021
August 1, 2021

2021 Estimate

Target

Maximum

11,684
9,544
1,070

12,298
12,185
1,070

18,447
24,370
2,140

In addition to the grants above, 18,914 performance shares were granted to the Company’s President and Chief Operating Officer
in January 2019 with an aggregate fair value of $2.9 million as determined by an independent third party using a Monte Carlo simulation
model. The performance share award provides that the number of shares earned will be based on the Company’s achievement of certain
share price levels during the five-year performance period. The performance level is $272.88 for 8,969 of the performance shares and
$294.71 for the remaining 9,945 performance shares, which is equal to 125% and 135%, respectively, of the fair market value of the
Company’s common stock on the grant date. Each of the performance levels have been achieved. Subject to the grantee’s continued
service with the Company, earned shares will vest on January 22, 2024. Key assumptions used for the Monte Carlo simulation included
a risk-free interest rate of 2.6%, volatility of 25.9% and a dividend yield of 0.8%.

In November 2018, 37,742 performance shares were granted to the Company’s Chief Executive Officer with a grant date fair
value of $5.5 million as determined by an independent third party using a Monte Carlo simulation model. The performance share award
provides that the number of shares earned will be based on the Company’s achievement of certain share price levels during the five-year
performance period. The performance level is $257.78 for 17,942 of the performance shares and $278.40 for the remaining 19,800
performance shares, which is equal to 125% and 135%, respectively, of the fair market value of the Company’s stock on the grant date.
Each of the performance levels have been achieved. Subject to the grantee’s continued service with the Company, earned shares will
vest on November 8, 2023. Key assumptions used for the Monte Carlo model included a risk-free interest rate of 3.1%, volatility of
26.1% and a dividend yield of 0.8%.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table reports restricted stock and performance share activity during the three years ended December 31, 2021:

Outstanding at December 31, 2018
Granted
Performance share pay-out
Canceled
Vested
Outstanding at December 31, 2019
Granted
Performance share pay-out
Canceled
Vested
Outstanding at December 31, 2020
Granted
Performance share pay-out
Canceled
Vested
Outstanding at December 31, 2021

Number of
Restricted Shares

Weighted-Average
Grant Date Fair
Value

271,870
118,632
87,163
(2,321)
(129,312)
346,032
38,907
19,401
(3,480)
(170,213)
230,647
47,142
—
(3,911)
(111,268)
162,610

112.47

154.27

224.63

316.56

As of December 31, 2021, there was $31.9 million of total unrecognized compensation expense related to non-vested restricted

stock and performance shares. That cost is expected to be recognized over a weighted-average period of 1.5 years.

Employee Stock Purchase Plan

The Company offered a non-qualified employee stock purchase plan for non-executive employees. Under the plan, participants
were granted the right to purchase shares of common stock based on the fair market value on the last day of the six-month offering
period. On the purchase date, the Company granted to the participants a number of shares of common stock equal to 20% of the aggregate
shares purchased by the participant. These matching shares vested over a one-year period. The Company issued 806, 729 and 617
matching shares in connection with the plan for the years ended December 31, 2021, 2020, and 2019, respectively. In January 2022, the
Company's Compensation & Talent Committee terminated the employee stock purchase plan with an effective date of February 28,
2022.

12. Earnings Per Share

The following table sets forth basic and diluted weighted average shares outstanding used to compute earnings per share:

Year Ended December 31,
2021
2019
2020
(In thousands, except per share amounts)

Basic weighted average shares outstanding
Dilutive effect of stock options and restricted stock
Diluted weighted average shares outstanding

37,508
589
38,097

37,359
785
38,144

Basic earnings per share
Diluted earnings per share

$
$

6.88
6.77

$
$

8.01
7.85

$
$

37,083
873
37,956

5.53
5.40

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Stock options and restricted stock totaling 41,240 shares, 21,127 shares and 146,822 shares for the years ended December 31,
2021, 2020 and 2019, respectively, were excluded from the computation of diluted earnings per share because their effect would have
been antidilutive. The computation of diluted shares can vary among periods due, in part, to the change in the average price of the
Company’s common stock.

13. Credit Agreements and Short-term Financing

Prior Revolving Credit Agreements

In October 2015, the Company entered into an amended and restated credit agreement (the “2015 Credit Agreement”) that
provided for revolving loans and letters of credit up to an aggregate of $100.0 million. The 2015 Credit Agreement matured on
November 13, 2020, when the Company entered into a new one-year credit agreement (the “2020 Credit Agreement”) with a
syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent, that provided aggregate commitments totaling $500.0
million, consisting of a revolving credit facility and a $5.0 million letter of credit sub-limit for standby letters of credit. The 2020
Credit Agreement replaced the 2015 Credit Agreement.

Borrowings under the 2020 Credit Agreement bore interest at a rate per annum equal to the base rate or adjusted LIBOR plus
an applicable margin that varies with the Company’s consolidated total leverage ratio. The 2020 Credit Agreement required that
the Company satisfy certain covenants, which include leverage ratios and minimum earnings before interest, tax, and depreciation
and amortization (“EBITDA”) requirements.

2021 Credit Agreement

On October 15, 2021, the Company replaced the 2020 Credit Agreement with a new three-year revolving credit facility
(the “2021 Credit Agreement”) provided by a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent, which
provides aggregate commitments totaling $500.0 million, consisting of a revolving credit facility and a $5.0 million letter of credit
sub-limit for standby letters of credit. The 2021 Credit Agreement will mature on October 15, 2024, with the Company’s option to
request up to two additional 364-day extensions at the discretion of each lender and subject to customary conditions. Subject to
satisfaction of certain specified conditions, the Company is permitted to upsize the 2021 Credit Agreement by up to $250.0 million in
total. As of December 31, 2021, the Company had $1.0 million in letters of credit outstanding and $499.0 million in available
borrowing capacity under the 2021 Credit Agreement.

Borrowings under the 2021 Credit Agreement will bear interest at a rate per annum equal to the base rate or adjusted LIBOR
plus an applicable margin that varies with the Company’s consolidated total leverage ratio. The 2021 Credit Agreement requires
that the Company satisfy certain covenants, which include a leverage ratio. The Company incurred no interest expense under the 2021
Credit Agreement for the year ended December 31, 2021.

Collateralized Agreement

In connection with its self-clearing operations, the Company’s U.S. broker-dealer subsidiary entered into an agreement
(the “Collateralized Agreement”) with its settlement bank to provide loans to the subsidiary in amounts up to an aggregate of $200.0
million on an uncommitted basis. Borrowings under the Collateralized Agreement are collateralized by securities pledged by the
limits.
Company’s broker-dealer subsidiary
Borrowings under the Collateralized Agreement will bear interest at a rate per annum equal to base rate equal to the higher of the
upper range of the Federal Funds Rate, 0.25% or one-month Secured Overnight Financing Rate (“SOFR”), plus 1.00%. The
Company incurred less than $0.1 million of interest expense on borrowings under the Collateralized Agreement during the year
ended December 31, 2021. As of December 31, 2021, the Company had no borrowings outstanding and $200.0 million in
available borrowing capacity under the Collateralized Agreement.

to applicable haircuts and concentration

the settlement bank, subject

Short-term Financing

Under arrangements with their settlement banks, certain of the Company’s U.S. and U.K. operating subsidiaries may receive
overnight financing in the form of bank overdrafts. The Company incurred interest expense on such overnight financing of $0.8
million during the year ended December 31, 2021. As of December 31, 2021, the Company had no overdrafts payable outstanding.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

14. Leases

The Company has operating leases for corporate offices with initial lease terms ranging from one-year to 15 years. Certain leases
contain options to extend the initial term at the Company’s discretion. The Company accounts for the option to extend when it is
reasonably certain of being exercised. The Company’s lease agreements do not contain any material residual value guarantees,
restrictions or covenants.

The following table presents the components of occupancy expense for the years ended December 31, 2021, 2020, and 2019:

Lease cost:

Classification

2021

Operating lease cost
Operating lease cost for subleased/assigned
properties
Variable lease costs
Sublease income for subleased/assigned properties
Net lease cost

Occupancy

Other, net
Occupancy
Other, net

Year Ended December 31,
2020
(In thousands)
13,455
$

13,202

2,054
13
(2,079)
13,190

2,404
26
(2,420)
13,465

2019

10,875

2,422
169
(2,422)
11,044

The Company determines whether an arrangement is, or includes, a lease at contract inception. Operating lease right-of-use assets
and liabilities are recognized at commencement date and are initially measured based on the present value of lease payments over the
defined lease term. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on
the information available at the adoption date in determining the present value of lease payments.

The weighted average remaining lease term and weighted average discount rate are as follows:

Lease Term and Discount Rate
Weighted average remaining lease term (in years)
Weighted average discount rate

As of December 31,

2021

2020

11.5
5.9%

12.3
5.9%

The following table presents the maturity of lease liabilities as of December 31, 2021:

2022
2023
2024
2025
2026
2027 and thereafter
Total lease payments
Less: interest
Present value of lease liabilities

(In thousands)

11,163
10,823
11,281
11,086
10,984
68,065
123,402
34,977
88,425

The Company has entered into agreements to sublease or assign the Company’s lease obligations on two properties to third parties
and is contingently liable should the third parties default on future lease obligations through the lease termination dates of February
2022 and May 2022. The aggregate amount of the future lease obligations under these arrangements is $0.3 million as of December 31,
2021.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

15. Commitments and Contingencies

Legal

In the normal course of business, the Company and its subsidiaries included in the consolidated financial statements may be
involved in various lawsuits, proceedings and regulatory examinations. The Company assesses its liabilities and contingencies in
connection with outstanding legal proceedings, if any, utilizing the latest information available. For matters where it is probable that the
Company will incur a material loss and the amount can be reasonably estimated, the Company would establish an accrual for the loss.
Once established, the accrual would be adjusted to reflect any relevant developments. When a loss contingency is not both probable and
estimable, the Company does not establish an accrual.

Based on currently available information, the outcome of the Company’s outstanding matters is not expected to have a material
adverse impact on the Company’s financial position. It is not presently possible to determine the ultimate exposure to these matters and
there is no assurance that the resolution of the outstanding matters will not significantly exceed any reserves accrued by the Company.

Other

The Company, through certain of its subsidiaries, executes bond transactions between its institutional investor and broker-dealer
clients on a matched principal basis by serving as counterparty to both the buyer and the seller in trades. The Company’s U.S. broker-
dealer subsidiary operates under a self-clearing model for the settlement of such transactions. The Company’s subsidiaries also settle
their transactions through third-party clearing brokers or settlement agents. Settlement typically occurs within one to two trading days
after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded.
Under both the self-clearing and the third-party clearing models, the Company may be exposed to credit risk in the event a counterparty
does not fulfill its obligation to complete a transaction or if there is an error in executing a matched principal transaction. Pursuant to
the terms of the securities clearing agreements, each third-party clearing broker has the right to charge the Company for any losses they
suffer resulting from a counterparty’s failure on any of the Company’s trades. The Company did not record any liabilities or losses with
regard to counterparty failures for the three years ended December 31, 2021.

In the normal course of business, the Company enters into contracts that contain a variety of representations, warranties and
general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims
that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of loss
to be remote.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

16. Segment and Geographic Information

The Company operates an electronic multi-party platform for the trading of fixed-income securities and provides related data,
analytics, compliance tools and post-trade services. The Company’s operations constitute a single business segment because of the
highly integrated nature of these products and services, of the financial markets in which the Company competes and of the Company’s
worldwide business activities. The Company believes that results by geographic region or client sector are not necessarily meaningful
in understanding its business.

For the years ended December 31, 2021, 2020 and 2019, the U.K. was the only individual foreign country in which the Company
had a subsidiary that accounted for 10% or more of the total revenues or total long-lived assets. Revenues and long-lived assets are
attributed to geographic area based on the location of the particular subsidiary. Long-lived assets are defined as furniture, equipment,
leasehold improvements and capitalized software. Revenues for the three years ended December 31, 2021, 2020 and 2019 and long-
lived assets as of December 31, 2021 and 2020 were as follows:

Revenues

Americas
Europe
Asia

Total

Long-lived assets, as defined

Americas
Europe
Asia

Total

2021

Year Ended December 31,

2020

(In thousands)

2019

568,918
110,068
19,965
698,951

583,164
89,751
16,210
689,125

427,276
74,511
9,565
511,352

As of December 31,

2021

2020

(In thousands)

75,328
20,547
186
96,061

68,707
16,491
6
85,204

17. Retirement and Deferred Compensation Plans

The Company, through its U.S. and U.K. subsidiaries, offers its employees the opportunity to invest in defined contribution plans.
For the years ended December 31, 2021, 2020 and 2019, the Company contributed $5.8 million, $4.0 million and $3.3 million,
respectively, to the plans.

The Company offers a non-qualified deferred cash incentive plan to certain officers and other employees. Under the plan, eligible
employees may defer up to 100% of their annual cash incentive pay. The Company has elected to fund its deferred compensation
obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but such assets are not available
for general corporate purposes. Assets held in the rabbi trust are invested in mutual funds, as selected by the participants, which are
designated as trading securities and carried at fair value. As of December 31, 2021 and 2020, the fair value of the mutual fund
investments and deferred compensation obligations were $11.2 million and $8.9 million, respectively. Changes in the fair value of
securities held in the rabbi trust and offsetting increases or decreases in the deferred compensation obligation are recognized in other,
net in the Company’s Consolidated Statements of Operations.

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

18. Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents together with restricted or segregated cash as reported
within the Consolidated Statements of Financial Condition to the sum of the same such amounts shown in the Consolidated Statements
of Cash Flows:

Statement of Financial
Condition Location

December 31,
2021

December 31,
2020
(In thousands)

December 31,
2019

Cash and cash equivalents
Cash segregated for
regulatory purposes
Deposits with clearing
organizations and broker-
dealers
Other deposits

Total

Cash and cash equivalents
Cash segregated under federal
regulations
Receivables from broker-dealers,
clearing organizations and
customers
Prepaid expenses and other assets

506,735

460,858

270,124

50,159

50,059

—

68,565
108
625,567

97,043
90
608,050

—
4,129
274,253

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

19. Parent Company Information

The following tables present Parent Company-only financial information and should be read in conjunction with the consolidated

financial statements of the Company.

MarketAxess Holdings Inc.
(Parent Company Only)
Condensed Statements of Financial Condition

As of

December 31, 2021

December 31, 2020

(In thousands)

ASSETS

Cash and cash equivalents
Investments, at fair value
Accounts receivable
Receivable from subsidiaries
Intangible assets, net of accumulated amortization
Furniture, equipment, leasehold improvements and capitalized
software, net of accumulated depreciation and amortization
Operating lease right-of-use assets
Investments in subsidiaries
Prepaid expenses and other assets
Income and other tax receivable

Total assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Accrued employee compensation
Income and other tax liabilities
Accounts payable, accrued expenses and other liabilities
Operating lease liabilities

Total liabilities

Stockholders' equity
Preferred stock
Series A Preferred Stock
Common stock voting
Common stock non-voting
Additional paid-in capital
Treasury stock
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity

61,820
6,327
—
3,488
25

21,596
60,753
982,029
4,810
1,763
1,142,611

11,065
5,026
9,233
75,978
101,302

—
—
123
—
330,262
(232,712)
956,966
(13,330)
1,041,309
1,142,611

55,747
4,811
178
41,986
27

23,518
64,460
853,626
4,591
9,028
1,057,972

10,241
3,457
9,341
79,872
102,911

—
—
123
—
329,742
(169,523)
799,369
(4,650)
955,061
1,057,972

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

MarketAxess Holdings Inc.
(Parent Company Only)
Condensed Statements of Operations and Comprehensive Income

Dividends from subsidiaries

173,000

30,000

165,000

2021

Year Ended December 31,
2020
(In thousands)

2019

Expenses

Employee compensation and benefits
Depreciation and amortization
Professional and consulting fees
General and administrative

Total expenses
Operating income (loss)
Other income (expense)
Investment income
Interest expense
Other, net

Total other income (expense)

Income (loss) before income taxes and equity in undistributed
earnings of subsidiaries
Benefit from income taxes

Income before equity in undistributed income of subsidiaries

Equity in undistributed income of subsidiaries
Net income
Other comprehensive income (loss), net
Comprehensive income

17,887
2,123
7,081
3,620
30,711
142,289

132
—
(2,950)
(2,818)

139,471
(6,472)
145,943
111,945
257,888
(8,680)
249,208

19,710
2,068
7,332
2,723
31,833
(1,833)

2,799
(805)
(318)
1,676

(157)
(23,444)
23,287
276,090
299,377
5,620
304,997

16,100
1,919
6,523
3,115
27,657
137,343

5,305
—
(1,344)
3,961

141,304
(9,442)
150,746
54,156
204,902
2,124
207,026

MARKETAXESS HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

MarketAxess Holdings Inc.
(Parent Company Only)
Condensed Statements of Cash Flows

2021

Year Ended December 31,
2020
(In thousands)

2019

257,888

299,377

204,902

Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation and amortization
Amortization of operating lease right-of-use assets
Stock-based compensation expense
Deferred taxes
Equity in undistributed income of subsidiaries
Other
Changes in operating assets and liabilities:

Decrease (increase) in accounts receivable
Decrease (increase) in receivable from subsidiaries
(Increase) decrease in prepaid expenses and other assets
(Increase) in mutual funds held in rabbi trust
Increase in accrued employee compensation
Decrease (increase) in income and other tax receivable
(Decrease) increase in income and other tax liabilities
(Decrease) in accounts payable, accrued expenses and other liabilities
(Decrease) increase in operating lease liabilities

Net cash provided by operating activities
Cash flows from investing activities

Acquisition of business, net of cash and cash equivalents acquired
Available-for-sale investments

Proceeds from maturities and sales
Purchases

Purchases of furniture, equipment and leasehold improvements
Purchase of intangible asset

Net cash (used in) provided by investing activities
Cash flows from financing activities
Cash dividend on common stock
Exercise of stock options
Withholding tax payments on restricted stock vesting and stock option
exercises
Repurchases of common stock
Proceeds from short-term borrowings
Repayments of short-term borrowings
Net cash (used in) financing activities
Effect of exchange rate changes on investments
Cash and cash equivalents including restricted cash

Net increase (decrease) for the period
Beginning of period

End of period
Supplemental cash flow information:

Cash paid for income taxes
Cash paid for interest

Non-cash investing and financing activity:

Exercise of stock options - cashless
Treasury stock used for acquisition of business

2,123
4,484
12,706
1,712
(111,945)
—

178
47,371
(219)
(1,516)
824
7,265
(143)
(607)
(4,673)
215,449

(17,079)

—
—
(198)
—
(17,277)

(99,791)
7,096

(33,890)
(63,189)
—
—
(189,774)
(2,324)

6,073
55,747
61,820

41,103
—

2,750
—

2,068
4,117
10,834
3,644
(276,090)
(671)

(115)
(25,049)
(1,085)
(1,328)
3,698
(1,240)
6,676
(442)
(4,055)
20,339

1,919
4,027
10,547
1,255
(54,156)
328

(4)
5,253
933
(1,183)
876
(3,219)
(2,612)
(2,039)
1,191
168,018

—

(102,320)

170,657
(32,865)
(337)
—
137,455

(90,566)
4,007

(42,418)
(16,135)
348,000
(348,000)
(145,112)
(5,176)

7,506
48,241
55,747

32,674
805

10,866
—

170,936
(160,827)
(1,424)
(30)
(93,665)

(76,231)
1,207

(25,820)
(17,256)
—
—
(118,100)
(3,852)

(47,599)
95,840
48,241

41,025
—

1,811
(48,830)

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure
controls and procedures,” as that term is defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), as of December 31, 2021. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed
by MarketAxess in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information is accumulated
and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the
Exchange Act) during the quarter ended December 31, 2021 identified in connection with the evaluation thereof by our management,
including the Chief Executive Officer and Chief Financial Officer, that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

Management’s annual report on internal control over financial reporting and the report of our independent registered public

accounting firm appears in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated herein by reference to the sections entitled “Proposal 1 — Election of
Directors,” “Corporate Governance and Board Matters,” and “Executive Officers” in our definitive Proxy Statement (the “Proxy
Statement”) for the Annual Meeting of Stockholders to be held in the second quarter of 2022. We intend to file the Proxy Statement
within 120 days after the end of our fiscal year (i.e., on or before April 30, 2022). Our Code of Conduct applicable to directors and all
employees, including senior financial officers, is available on our website at www.marketaxess.com. If we make any amendments to or
waivers from our Code of Conduct that are required to be disclosed pursuant to the Exchange Act, we will make such disclosures on our
website.

Item 11. Executive Compensation.

The information required by this item is incorporated herein by reference to the sections entitled “Compensation Discussion and
Analysis,” “Report of the Compensation and Talent Committee of the Board of Directors,” “Executive Compensation” and “Corporate
Governance and Board Matters – Director compensation” in our Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item with respect to the security ownership of certain beneficial owners and management is
incorporated herein by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our
Proxy Statement.

Equity Compensation Plan Information

The following table provides certain information regarding common stock authorized for issuance under our incentive plan as of

December 31, 2021:

Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)

Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)

Number of
Securities
Remaining
Available for Future
Issuance under
Equity
Compensation Plans
(Excluding
Securities Reflected
in Column (a))
(c)

312,753

274.35

2,518,888

Plan Category
Equity compensation plans approved by
stockholders

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related

Party Transactions” in our Proxy Statement.

Item 14. Principal Accounting Fees and Services.

The information required by this item is incorporated herein by reference to the section entitled “Proposal 2 – Ratification of

Selection of Independent Registered Public Accounting Firm – Audit and other fees” in our Proxy Statement.

Item 15. Exhibits and Financial Statement Schedules.

(a) Financial Statements and Schedules

PART IV

The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been

omitted since they are either not required, not applicable, or the information is otherwise included.

(b) Exhibit Listing

Number

2.1

Description
Unit Purchase Agreement, dated as of August 12, 2019, by and among MarketAxess Holdings Inc., LiquidityEdge LLC,
each of the Sellers identified therein, RF7 LLC (as the Sellers’ Representative) and David Rutter (solely for purposes of
Section 6.7 thereof) (incorporated by reference to Exhibit 2.1 to the registrant’s Quarterly Report on Form 10-Q dated
October 25, 2019)

2.1(a)

Amendment No. 1 to Unit Purchase Agreement, dated as of November 1, 2019, by and between MarketAxess Holdings
Inc. and RF7 LLC (as the Sellers’ Representative) (incorporated by reference to Exhibit 2.1(a) to the registrant’s Annual
Report on Form 10-K for the year ended December 31, 2019)

3.1(a)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Amendment No.2 to the
registrant’s Registration Statement on Form S-1 dated May 7, 2004 (Registration No. 333-112718))

3.1(b)

Form of Certificate of Designation of Series A Preferred Stock of MarketAxess Holdings Inc. (incorporated by reference

to Exhibit 3.1 to the registrant’s Registration Statement on Form 8-A dated June 3, 2008)

3.2(a)

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to Amendment No.2 to the registrant’s

Registration Statement on Form S-1 dated May 7, 2004 (Registration No. 333-112718))

3.2(b)

Amendment No. 1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the registrant’s

Current Report on Form 8-K dated January 25, 2013)

4.1

Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the registrant’s

Registration Statement on Form S-1 dated May 7, 2004 (Registration No. 333-112718))

4.2(a)

4.2(b)

4.3

10.1

See Exhibits 3.1 for provisions defining the rights of holders of common stock and non-voting common stock of the
registrant

See Exhibits 3.2 for provisions defining the rights of holders of common stock and non-voting common stock of the
registrant

Description of registrant’s securities (incorporated by reference to Exhibit 4.3 to the registrant’s Annual Report on Form
10-K for the year ended December 31, 2019)

MarketAxess Holdings Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the registrant’s
Registration Statement on Form S-8 filed on June 10, 2020)#

10.2(a)

MarketAxess Holdings Inc. 2012 Incentive Plan as Amended and Restated Effective June 7, 2016 (incorporated by

reference to Appendix A to the registrant’s Proxy Statement for its Annual Meeting for Stockholders held on June 7,
2016, filed on April 25, 2016)#

10.2(b)

Amendment Number One to the MarketAxess Holdings Inc. 2012 Incentive Plan as Amended and Restated Effective
June 7, 2016 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated April 21,
2017)#

10.2(c)

Amendment to the MarketAxess Holdings Inc. 2012 Incentive Plan (Amended and Restated Effective June 7, 2016), as
amended (incorporated by reference to Appendix A to the registrant’s Proxy Statement for its Annual Meeting of
Stockholders held on June 7, 2018, filed April 25, 2018)#

10.3

10.4

10.5*

10.6*

10.7

MarketAxess Holdings Inc. 2004 Annual Performance Incentive Plan (incorporated by reference to Exhibit 10.11 to
Amendment No. 2 to the registrant’s Registration Statement on Form S-1 dated May 7, 2004 (Registration No. 333-
112718))#

MarketAxess Holdings Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the registrant’s
Annual Report on Form 10-K for the year ended December 31, 2020)#

MarketAxess Holdings Inc. 2009 Employee Performance Incentive Plan, as amended#

MarketAxess Holdings Inc. Nonqualified Deferred Compensation Plan#

Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2017)#

10.8

Form of Restricted Stock Agreement for Employees other than Richard M. McVey pursuant to the MarketAxess

Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form
8-K dated January 15, 2008)#

10.9(a)

Form of Restricted Stock Unit Agreement for executive officers other than Richard M. McVey pursuant to the

MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Current
Report on Form 8-K dated January 22, 2016)#

10.9(b)

10.9(c)

Form of Restricted Stock Unit Agreement (annual vesting) for Christopher R. Concannon pursuant to the MarketAxess
Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form
8-K dated January 4, 2019)#

Form of Restricted Stock Unit Agreement (cliff vesting) for Christopher R. Concannon pursuant to the MarketAxess
Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form
8-K dated January 4, 2019)#

10.9(d)

Guidelines for Restricted Stock Units granted under the MarketAxess Holdings Inc. 2012 Incentive Plan (incorporated by

reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated January 19, 2011)#

10.10

Form of Performance Share Award Agreement for Christopher R. Concannon pursuant to the MarketAxess Holdings Inc.

2012 Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K dated
January 4, 2019)#

10.11(a)

Form of Incentive Stock Option Agreement for Employees other than Richard M. McVey pursuant to the MarketAxess
Holdings Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form
8-K dated January 15, 2008)#

10.11(b)

Form of Incentive Stock Option Agreement pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan

(incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K dated January 22, 2016)#

10.11(c)

Form of Incentive Stock Option Agreement for Christopher R. Concannon pursuant to the MarketAxess Holdings Inc.
2012 Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated
January 4, 2019)#

10.12(a)

Employment Letter Agreement, dated as of January 15, 2015, by and between MarketAxess Holdings Inc. and Richard
M. McVey (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated January 15,
2015)#

10.12(b)

10.12(c)

10.12(d)

10.12(e)

10.12(f)

10.12(g)

10.13(a)

10.13(b)

10.13(c)

10.14

10.15

10.16

10.17

10.18

Amendment to Richard M. McVey Employment Agreement, dated as of January 12, 2017, by and between MarketAxess
Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on
Form 8-K dated January 6, 2017)#

Second Amendment to Richard M. McVey Employment Agreement, dated as of November 6, 2018, by and between
MarketAxess Holdings Inc. and Richard M. McVey (incorporated by reference to Exhibit 10.1 to the registrant’s Current
Report on Form 8-K dated November 6, 2018)#

Incentive Stock Option Agreement, dated as of November 8, 2018, by and between MarketAxess Holdings Inc. and
Richard M. McVey (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated
November 6, 2018)#

Incentive Stock Option Agreement, dated as of November 8, 2018, by and between MarketAxess Holdings Inc. and
Richard M. McVey (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K dated
November 6, 2018)#

Performance Award Agreement, dated as of November 8, 2018, by and between MarketAxess Holdings Inc. and Richard
M. McVey (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K dated November 6,
2018)#

Performance Award Agreement, dated as of November 8, 2018, by and between MarketAxess Holdings Inc. and Richard
M. McVey (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K November 6,
2018)#

Contract of Employment, dated March 15, 2017, between MarketAxess Europe Limited and Christophe Roupie
(incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2017)#

Restricted Stock Agreement Pursuant to the MarketAxess Holdings Inc. 2012 Incentive Plan, dated as of April 1, 2017,
by and between MarketAxess Holdings, Inc. and Christophe Roupie (incorporated by reference to Exhibit 10.11(b) to the
registrant’s Annual Report on Form 10-K for the year ended December 31, 2019)#

Amendment, dated as of August 14, 2017, to the Restricted Stock Agreement, dated April 1, 2017, between MarketAxess
Holdings Inc. and Christophe Roupie (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2017)#

Employment Letter Agreement, dated as of January 7, 2019, by and between MarketAxess Holdings Inc. and Christopher
R. Concannon (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated January 4,
2019)#

Form of 2021 Restricted Stock Unit Agreement (Deferred) for U.S. based Executive Officers pursuant to the
MarketAxess Holdings Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the registrant’s
Annual Report on Form 10-K for the year ended December 31, 2020)#

Form of 2021 Restricted Stock Unit Agreement (Non-Deferred) for U.S. based Executive Officers pursuant to the
MarketAxess Holdings Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the registrant’s
Annual Report on Form 10-K for the year ended December 31, 2020)#

Guidelines for Restricted Stock Units granted under the MarketAxess Holdings Inc. 2020 Equity Incentive Plan
(incorporated by reference to Exhibit 10.15 to the registrant’s Annual Report on Form 10-K for the year ended December
31, 2020)#

Form of 2021 Performance Stock Unit Agreement for U.S. based Executive Officers pursuant to the MarketAxess
Holdings Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to the registrant’s Annual Report
on Form 10-K for the year ended December 31, 2020)#

10.19

10.20

10.21

10.22

10.23

10.24

10.25

10.26

10.27

10.28

10.29

10.30

10.31

Form of 2021 Incentive Stock Option Agreement for U.S. based Executive Officers pursuant to the MarketAxess
Holdings Inc. 2020 Incentive Plan (incorporated by reference to Exhibit 10.17 to the registrant’s Annual Report on Form
10-K for the year ended December 31, 2020)#

Form of 2021 Restricted Stock Agreement for U.K. based Executive Officers pursuant to the MarketAxess Holdings Inc.
2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the registrant’s Annual Report on Form 10-K
for the year ended December 31, 2020)#

Form of 2021 Restricted Stock Agreement (Performance) for U.K. based Executive Officers pursuant to the MarketAxess
Holdings Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the registrant’s Annual Report
on Form 10-K for the year ended December 31, 2020)#

Form of 2021 Restricted Stock Agreement for Directors pursuant to the MarketAxess Holdings Inc. 2020 Equity
Incentive Plan (incorporated by reference to Exhibit 10.20 to the registrant’s Annual Report on Form 10-K for the year
ended December 31, 2020)#

Form of Restricted Stock Unit Agreement for Directors pursuant to the MarketAxess Holdings Inc. 2020 Equity
Incentive Plan (incorporated by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K for the year
ended December 31, 2020)#

Severance Protection Agreement, dated as of July 31, 2020, by and between MarketAxess Holdings Inc. and Antonio
DeLise (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated July 31, 2020)#

Severance Protection Agreement, dated as of July 31, 2020, by and between MarketAxess Holdings Inc. and Scott Pintoff
(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated July 31, 2020)#

Severance Protection Agreement, dated as of July 31, 2020, by and between MarketAxess Holdings Inc. and Kevin
McPherson (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K dated July 31,
2020)#

Severance Protection Agreement, dated as of July 31, 2020, by and between MarketAxess Holdings Inc. and Nicholas
Themelis (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K dated July 31, 2020)#

MarketAxess Europe Limited Severance Protection Agreement, dated as of July 31, 2020, by and between MarketAxess
Europe and Christophe Roupie (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K
dated July 31, 2020)#

Form of Amendment of Severance Protection Agreement for U.S. based Executive Officers, except Messrs. Gerosa and
Panchal (incorporated by reference to Exhibit 10.27 to the registrant’s Annual Report on Form 10-K for the year ended
December 31, 2020)#

Form of Amendment of Severance Protection Agreement for U.K. based Executive Officers (incorporated by reference to
Exhibit 10.28 to the registrant's Annual report on Form 10-K for the year ended December 31, 2020)#

Severance Protection Agreement, dated as of August 12, 2021, by and between MarketAxess Holdings Inc. and
Christopher N. Gerosa (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated
August 12, 2021)#

10.32*

Offer Letter, dated November 24, 2021, by and between MarketAxess Holdings Inc. and Naineshkumar Shantilal

Panchal#†

10.33

10.34

Credit Agreement, dated as of November 13, 2020, among MarketAxess Holdings Inc., a Delaware corporation, the
lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1
to the registrant's Current Report on Form 8-K dated November 18, 2020)

Credit Agreement, dated as of October 15, 2021, among MarketAxess Holdings Inc., a Delaware corporation, the lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the
registrant's Current Report on Form 8-K dated October 15, 2021)

21.1*

Subsidiaries of the Registrant

23.1*

Consent of PricewaterhouseCoopers LLP

31.1*

Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002

31.2*

Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002

32.1*

Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

32.2*

Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL

tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

104

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 has been
formatted in Inline XBRL and is included in Exhibits 101.

* Filed herewith.

† Certain confidential information, identified by bracketed asterisks “[*****]” has been omitted from this exhibit pursuant to Item
601(b)(10) of Regulation S-K because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

# Management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

MARKETAXESS HOLDINGS INC.

By:

/s/ RICHARD M. MCVEY
Richard M. McVey
Chief Executive Officer

Date:

February 23, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on

behalf of the registrant and in the capacities and on the dates indicated:

SIGNATURES

Signature

Title(s)

Date

/s/ RICHARD M. MCVEY

Richard M. McVey

Chief Executive Officer and Chairman of the Board of Directors
(principal executive officer)

February 23, 2022

/s/ CHRISTOPHER N. GEROSA

Chief Financial Officer (principal financial and accounting officer)

February 23, 2022

Christopher N. Gerosa

/s/ CHRISTOPHER R. CONCANNON

Director, President and Chief Operating Officer

February 23, 2022

Christopher R. Concannon

/s/ NANCY ALTOBELLO

Nancy Altobello

/s/ STEVEN L. BEGLEITER

Steven L. Begleiter

/s/ STEPHEN P. CASPER

Stephen P. Casper

/s/ JANE CHWICK

Jane Chwick

/s/ WILLIAM CRUGER

William Cruger

/s/ KOURTNEY GIBSON

Kourtney Gibson

/s/ JUSTIN GMELICH

Justin Gmelich

/s/ RICHARD G. KETCHUM

Richard G. Ketchum

/s/ XIAOJIA CHARLES LI

Xiaojia Charles Li

/s/ EMILY PORTNEY
Emily Portney

/s/ RICHARD PRAGER
Richard Prager

February 23, 2022

Director

[This page intentionally left blank]

NYC Headquarters

55 Hudson Yards Floor 15

New York NY 10001 USA

T +1 212 813 6000

marketaxess.com