MIAMI INTERNATIONAL HOLDINGS INC (MIAX)
Sector: Financials
2026 Annual Meeting Analysis
MIAMI INTERNATIONAL HOLDINGS INC · Meeting: June 16, 2026
Directors FOR
15
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Founder and CEO with deep exchange industry expertise; no overboarding, attendance meets threshold, TSR trigger does not apply (MIAX 3-year return of +51% vs XLF benchmark gap of only -14.7pp, well below the 65pp threshold for strong-positive TSR).
Director since 2011 with over 20 years of financial and investment experience; no overboarding flags, attendance met threshold, and TSR trigger does not apply.
New nominee rejoining the board with extensive private equity, venture capital, and banking experience; as a new nominee he is exempt from the TSR trigger and no other policy concerns are identified.
Director since 2016 with over 30 years of investment banking experience; no overboarding, attendance met threshold, and TSR trigger does not apply.
Director since May 2025, joining within the past 24 months and therefore exempt from the TSR trigger; brings relevant corporate finance and international experience.
Director since September 2023 with deep exchange industry and market structure expertise; no overboarding, attendance met threshold, and TSR trigger does not apply.
Director since July 2025, joining within the past 24 months and therefore exempt from the TSR trigger; brings legal and litigation experience relevant to a regulated exchange operator.
Director since 2021 with over 30 years of corporate finance and accounting experience; no overboarding, attendance met threshold, and TSR trigger does not apply.
Director since September 2023 with audit, risk management, and internal audit executive experience; no overboarding, attendance met threshold, and TSR trigger does not apply.
Director since 2011 with extensive complex commercial litigation and public company advisory experience; no overboarding, attendance met threshold, and TSR trigger does not apply.
Director since September 2023 with management and communications experience; no overboarding, attendance met threshold, and TSR trigger does not apply.
New director appointed April 2026, joining within the past 24 months and therefore exempt from the TSR trigger; brings exchange industry knowledge and asset management experience.
Director since March 2026, joining within the past 24 months and therefore exempt from the TSR trigger; brings strong derivatives regulatory and exchange governance expertise including two terms as a CFTC Commissioner.
Director since 2014 with deep audit, accounting, and banking executive experience; designated audit committee financial expert, no overboarding, attendance met threshold, and TSR trigger does not apply.
Director since 2019 with financial, insurance, and investment experience; no overboarding, attendance met threshold, and TSR trigger does not apply.
All 15 director nominees receive a FOR vote. MIAX's 3-year price return of +51% versus the XLF sector ETF fallback benchmark results in a gap of only -14.7 percentage points, well below the 65pp threshold required to trigger a vote against directors under the strong-positive TSR tier. Several newer directors (Al-Nakib, Brown, Lozier, Sites, Sommers) joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✗ AGAINSTCEO
Thomas P. Gallagher
Total Comp
$21,187,093
Prior Support
N/A
CEO Thomas Gallagher received $21.2 million in total compensation in 2025, including a $2.5 million base salary and $11 million in cash bonuses that were awarded at the Compensation Committee's discretion without disclosed quantitative performance targets — a base salary alone that substantially exceeds benchmarks for a Financial Services CEO at MIAX's market cap band triggers the policy's CEO threshold. While a portion of the bonus reflects a one-time IPO payment ($1 million), the remaining discretionary bonus ($10 million) lacks transparent, pre-set measurable goals, which means the incentive pay functions more like additional fixed compensation than a true pay-for-performance program. The company does have a clawback policy and the stock has performed well, but the absence of meaningful performance conditions on the primary variable pay component is itself a policy trigger for a No vote regardless of stock performance.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,809,931
Non-Audit Fees
$951,088
Non-audit fees (audit-related fees of $514,500 plus tax fees of $436,588, totaling $951,088) represent approximately 25% of audit fees of $3,809,931, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire and no negative assumption is made; KPMG is a Big 4 firm appropriate for a $4.3B market cap company.
Overall Assessment
The 2026 MIAX annual meeting presents four formal proposals: all 15 director nominees receive a FOR vote as MIAX's strong +51% three-year stock return keeps performance well within acceptable bounds relative to the XLF benchmark, and no individual director triggers overboarding, attendance, or qualification concerns. The auditor ratification of KPMG is supported as non-audit fees are well within the 50% threshold, but Say on Pay receives an AGAINST vote because the CEO's $21.2 million pay package — anchored by a $2.5 million base salary and $10+ million in fully discretionary bonuses with no disclosed quantitative performance targets — exceeds benchmark thresholds and the incentive structure lacks the measurable performance conditions that a genuine pay-for-performance program requires.