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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UCKVh90vTmGvhJnvKkU4tEBDbkFIuaZn8iRywgBrjvCKuvjjwowitg9O+5aSdv/G gO8bSiX9pSJ5KZcuO5mIgg== 0000921895-03-000276.txt : 20030430 0000921895-03-000276.hdr.sgml : 20030430 20030430155956 ACCESSION NUMBER: 0000921895-03-000276 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030610 FILED AS OF DATE: 20030430 EFFECTIVENESS DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NYFIX INC CENTRAL INDEX KEY: 0000099047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061344888 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 03672992 BUSINESS ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2034258000 FORMER COMPANY: FORMER CONFORMED NAME: TRANS AIRE ELECTRONICS INC DATE OF NAME CHANGE: 19910916 FORMER COMPANY: FORMER CONFORMED NAME: TRINITECH SYSTEMS INC DATE OF NAME CHANGE: 19940404 DEF 14A 1 formdef14a01805_06102003.htm sec document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Information Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant |X| Filed by a party other than the Registrant
Check the appropriate box:
|_| Preliminary proxy statement |_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material under Rule 14a-12

NYFIX, INC.
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

April 30, 2003

To our Stockholders:

We are pleased to invite you to attend the 2003 Annual Meeting of Stockholders
of NYFIX, Inc. The meeting will be held at 10:00 a.m., EDT on Tuesday, June 10,
2003, at our corporate headquarters located at Stamford Harbor Park, 333 Ludlow
Street in Stamford, Connecticut. We have enclosed the formal Notice of Annual
Meeting, the Proxy Statement, your proxy voting card and our 2002 Annual Report
for your review.

At the meeting, you will be asked to elect Directors and ratify the appointment
of independent auditors, which are more fully described in the Proxy Statement.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting in
person, we ask you execute and return your proxy promptly, using the
postage-paid envelope we have provided for your convenience. Also, you may
submit your proxy by telephone or via the Internet if you wish. Please see the
information incuded on the enclosed proxy card for information on how to vote by
telephone or over the Internet. If you do attend the Annual Meeting, you may
withdraw your proxy should you wish to vote in person. You may revoke your proxy
by submitting a subsequent proxy over the telephone or via the Internet or by
attending the Annual Meeting and voting in person.

Thank you for you continued support.

Sincerely,

[Image Omitted - LOGO] [Image Omitted - LOGO]
Peter Kilbinger Hansen Mark R. Hahn

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER AND
CHAIRMAN OF THE BOARD SECRETARY

NYFIX, INC.
STAMFORD HARBOR PARK
333 LUDLOW STREET
STAMFORD, CT 06902

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JUNE 10, 2003

-----------------------

To the Stockholders of NYFIX, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of NYFIX, Inc. will be held on Monday, June 10, 2003, at 10:00
A.M., local time, at Stamford Harbor Park, 333 Ludlow Street, Stamford, CT 06902
for the following purposes:

1. To elect five (5) directors to the Board of Directors to a one
year term;

2. To ratify the appointment of Deloitte & Touche LLP as our
independent auditors for the year ending December 31, 2003; and

3. To consider and act upon such other business as may properly
come before the Annual Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 21,
2003, as the record date for the Annual Meeting. Only stockholders of record of
our common stock on Mellon Investor Services, LLP records at the close of
business on that date are entitled to notice of, and to vote at, the Annual
Meeting or any adjournments thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE THAT IS PROVIDED, OR SUBMIT
YOUR PROXY BY TELEPHONE OR VIA THE INTERNET, TO ENSURE THAT YOUR SHARES WILL BE
REPRESENTED. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE MEETING.

By Order of the Board of Directors,

Mark R. Hahn
Chief Financial Officer and Secretary

Stamford, Connecticut
April 30, 2003

TABLE OF CONTENTS

Page

Q & A'S ABOUT THE MEETING..................................................2

GENERAL INFORMATION............................................................4

SECURITY OWNERSHIP.............................................................6

PROPOSAL NO. 1 - ELECTION OF DIRECTORS.........................................7

PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.......8

DIRECTORS' MEETINGS AND COMPENSATION...........................................9

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION...................10

REPORT OF THE AUDIT COMMITTEE.................................................10

EXECUTIVE COMPENSATION........................................................11

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION................17

COMMON STOCK PERFORMANCE GRAPH................................................18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................19

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................20

STOCKHOLDER PROPOSALS.........................................................20

OTHER MATTERS.................................................................20

Q & A's ABOUT THE MEETING

Q: WHAT WILL TAKE PLACE AT THE ANNUAL MEETING?

A: At our annual meeting, you will vote on the business matters listed in
the preceding notice of meeting, namely (1) the election of five
directors (Messrs. Hansen, Corman, Deehan, Lynch and Warden), (2) the
ratification of the appointment of our independent auditors (Deloitte
& Touche LLP) and (3) such other business as may properly come before
the Annual Meeting or any adjournment thereof. Management will be
available to answer your questions, as will a representative from
Deloitte & Touche LLP.

Q: WHO CAN VOTE?

A: Stockholders who were record holders at the close of business on April
21, 2003, are entitled to vote their shares of our common stock held on
that date. Each share of common stock outstanding on that date is
entitled to one vote. As of April 21, 2003, there were outstanding and
entitled to vote at the meeting 31,147,915 shares of our common stock.

Q: HOW CAN I VOTE IF I CANNOT COME TO THE MEETING?

A: Whether or not you are able to attend the meeting, you may vote your
shares by completing, signing and dating the accompanying proxy card and
returning it in the prepaid envelope, or by submitting your proxy by
telephone or via the internet. If you do not mark any selections but
return the card signed, your shares will be voted by your proxies (Mark
R. Hahn, our Chief Financial Officer and Secretary, and Brian Bellardo,
our General Counsel) in favor of the two proposals. If you are a
street-name stockholder, you will receive instructions from your bank,
broker or other nominee describing how to vote your stock. If you attend
the meeting, you may vote in person.

Q: CAN I CHANGE MY MIND AFTER VOTING?

A: Yes, you may revoke your proxy before the meeting by writing to our
Secretary stating that you wish to revoke your proxy or by sending
another executed proxy card, bearing a later date, to our Secretary. You
also may revoke your proxy by submitting a subsequent proxy over the
telephone or via the Internet, or by attending the annual meeting and
voting in person.

Q: WHO WILL COUNT THE VOTE?

A: Representatives of Mellon Investor Services, LLC will tabulate the votes
and act as inspectors of election.

Q: WHAT CONSTITUTES A QUORUM FOR THE MEETING?

A: A quorum is the presence, in person or by proxy, of stockholders holding
a majority of the voting power of the shares entitled to vote at the
meeting. Abstentions and broker non-votes (which can occur if a "street
name" holder does not provide his or her broker with voting instructions)
are counted towards a quorum.

Q: HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSALS?

A: Directors are elected by a plurality of the votes of the shares present,
in person or by proxy, and entitled to vote on the election of directors.
This means that assuming a quorum is present at the meeting, the five
director nominees receiving the highest number of all votes cast for
directors will be elected. The affirmative vote of at least a majority of
the voting power of the shares present, in person or by proxy, and
entitled to vote on the subject matter is needed to approve the
ratification of the appointment of our independent auditors. Therefore,
abstentions and broker non-votes will have no effect on this proposal.

Q: WHO IS SOLICITING MY VOTE AND WHO PAYS THE COST?

A: Our Board of Directors is soliciting your proxy. Proxies may be solicited
personally, by mail, by telephone, or otherwise by our directors,
officers and other employees, without additional compensation. We will
pay the cost of preparing, assembling and mailing the proxy materials and
will reimburse banks, brokerage firms, custodians, nominees and
fiduciaries for their reasonable expenses in sending proxy materials to
the beneficial owners of NYFIX common stock.

Q: WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL STOCKHOLDER'S MEETING
DUE?

A: If you wish to include a proposal (including the nomination of persons
for election to the Board of Directors) in the proxy statement for the
2004 annual meeting, your proposal, in writing, must be received by our
Secretary at our corporate headquarters no later than January 1, 2004,
assuming the date of the 2004 annual meeting is within 30 days of the
anniversary of the 2003 annual meeting date. The proposal must comply in
all respects with applicable rules and regulations of the United States
Securities and Exchange Commission ("SEC"), the laws of the state of our
incorporation and our by-laws; otherwise, the Chairman of the meeting may
refuse to allow the proposal to be brought before the meeting.

Q: HOW CAN I GET MORE INFORMATION ABOUT NYFIX?

A: You can find more information about NYFIX or may obtain copies of SEC
filings by visiting our web site at www.nyfix.com.

NYFIX, INC.
STAMFORD HARBOR PARK
333 LUDLOW STREET
STAMFORD, CT 06902

2003 PROXY STATEMENT
------------

ANNUAL MEETING OF STOCKHOLDERS
MONDAY, JUNE 10, 2003

GENERAL INFORMATION

This Proxy Statement and the accompanying Notice of Annual Meeting
of Stockholders and proxy card are being furnished to stockholders of NYFIX,
Inc., a New York corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors"), for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on June 10, 2003, at 10:00 A.M., EDT, at our corporate
headquarters located at Stamford Harbor Park, 333 Ludlow Street, Stamford, CT
06902, and at any adjournments or postponements thereof. These proxy materials
and accompanying Annual Report are being sent on or about May 7, 2003, to our
stockholders entitled to vote at the Annual Meeting.

The Annual Meeting has been called to (1) elect five (5) directors
to the Board of Directors for the ensuing year, (2) ratify the appointment of
our independent auditors (Deloitte & Touche LLP) and (3) consider and act
upon such other business as may properly come before the Annual Meeting or any
adjournment thereof.

PROXIES AND VOTING RIGHTS

Only stockholders of record at the close of business on April 21,
2003 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. Our voting securities issued and outstanding on the Record Date
consisted of 31,147,915 shares ("Shares") of our common stock, entitling the
holders thereof to one vote per Share. We had no other class of voting
securities outstanding on April 21, 2003. The presence at the Annual Meeting in
person or by proxy of a majority of the votes of Shares entitled to vote is
required for a quorum.

Approval of the proposal for the election of directors requires the
affirmative vote of a plurality of the votes cast at the Annual Meeting by
holders of Shares entitled to vote on such proposal. Ratification of the
appointment of our independent auditors, Deloitte & Touche LLP, for the year
ending December 31, 2003, requires the affirmative vote of at least a majority
of the voting power of the Shares entitled to vote on such proposal that are
voted, in person or by proxy.

Broker "non-votes" and the Shares as to which a stockholder abstains
are included for purposes of determining whether a quorum of Shares is present
at a meeting. A broker "non-vote" occurs when a nominee holding Shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner. Neither broker "non-votes" nor
abstentions are included in the tabulation of the voting results on the election
of directors or issues requiring approval of a majority of the votes cast, such
as ratification of the appointment of our independent auditors, and, therefore,
do not have the effect of votes in opposition in such tabulations.

All proxies delivered pursuant to this solicitation may be revoked
by the person executing the same at any time prior to the time they are voted. A
proxy may be revoked by notice in writing received by us, addressed Attention:

Secretary, by execution of a subsequent proxy, by submitting a subsequent proxy
over the telephone or via the Internet, or by attending and voting in person at
the Annual Meeting. Attendance at the meeting will not automatically revoke the
proxy. If not revoked, the Shares represented thereby will be voted at the
Annual Meeting or at any adjournment thereof. All proxies will be voted in
accordance with the instructions specified thereon. If no specification is
indicated on the proxy, the Shares represented thereby will be voted (1) FOR the
election of the persons nominated as Directors; (2) FOR ratification of the
appointment of Deloitte & Touche LLP as our independent auditors for the
year ended December 31, 2003 and (3) at the discretion of the proxy holders, on
any other matters that may properly come before the Annual Meeting.

All expenses in connection with the solicitation will be borne by
us. It is expected that the solicitation will be made primarily by mail, but our
regular employees or representatives may also solicit proxies by telephone,
telegraph or in person, without additional compensation. We will, upon request,
reimburse brokerage houses and persons holding Shares in the names of their
nominees for their reasonable expenses in sending proxy material to their
principals.

SECURITY OWNERSHIP

The following table sets forth information concerning beneficial
ownership of our Shares, as of April 21, 2003, by (1) each person known by us to
be the beneficial owner of more than five percent of the outstanding Shares, (2)
each director, and nominee for election as a director, (3) each of our executive
officers named in the Summary Compensation Table under "Executive Compensation"
and (4) all directors and executive officers as a group. Unless otherwise
indicated, we believe that each stockholder has sole voting power and sole
dispositive power with respect to the Shares beneficially owned.

Name and Address of Number of Shares Percentage of Shares
Beneficial Owner (1) Beneficially Owned (2) Beneficially Owned
-------------------- ---------------------- ------------------

Peter Kilbinger Hansen 2,633,413 (3) 8.1%

Fuller & Thaler Asset Management, Inc. 1,652,887 (4) 5.3%
411 Borel Avenue, Suite 402
San Mateo, CA 94402

Carl E. Warden 1,576,553 (5) 5.0%

Lars Kragh 679,875 (6) 2.2%

Robert C. Gasser 165,000 (7) *

Richard Castillo 120,500 (8) *

George O. Deehan 57,000 (9) *

William J. Lynch 62,000 (10) *

Robert B. Corman 5,000 *

All executive officers and directors
as a group (9 persons) (11) 5,299,341 (11) 16.0%

- ----------------
* Less than 1%

(1) Unless otherwise indicated the address of each director or executive
officer is c/o NYFIX, Inc., Stamford Harbor Park, 333 Ludlow Street,
Stamford, Connecticut 06902.

(2) Beneficial ownership is based on 31,147,915 shares of our common stock
outstanding as of April 21, 2003. Shares of our common stock issuable
upon exercise of options, warrants or other rights beneficially owned
that are exercisable within 60 days are deemed outstanding for the
purpose of computing the percentage ownership of the person holding such
securities and rights but are not deemed outstanding for computing the
percentage ownership of any other person.

(3) Includes 1,278,125 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 172,500 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.

(4) Based on a Schedule 13G filed in February 2003, by Fuller & Thaler
Asset Management, Inc. and Russell J. Fuller, the President of such
entity, collectively beneficially hold 1,652,887 shares of our common
stock.

(5) Includes (1) 98,407 shares of our common stock held by The Carl and Vicki
Warden Family Foundation, of which Mr. Warden is the trustee, and (2)
94,000 shares of our common stock issuable upon exercise of currently
exercisable options. Does not include an aggregate of 679,760 shares of
our common stock held by certain adult family members of Mr. Warden.

(6) Includes 301,750 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 24,500 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.

(7) Includes 115,000 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 322,500 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.

(8) Includes 41,750 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 24,500 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.

(9) Includes 52,000 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 34,500 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.

(10) Includes 62,000 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 24,500 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.

(11) Includes 1,944,625 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 738,000 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Our By-Laws provide that we shall have not less than two nor more
than seven directors, with the exact number to be fixed by our Board of
Directors from time to time. Our Board of Directors currently consists of five
members, all of whom are nominees for election. If elected, our directors will
serve until our next annual meeting of stockholders and until the election and
qualification of their successors or until their prior resignation, removal, or
death. Management has no reason to believe that any of the nominees will be
unable or unwilling to serve as a director, if elected. Should any nominee not
be a candidate at the time of the Annual Meeting (a situation which is not now
anticipated), proxies may be voted in favor of the remaining nominees and may
also be voted for a substitute nominee selected by the Board of Directors.

Set forth below is information about each director, including
business positions held during at least the past five years, age, other
directorships and periods of services as our director.

PETER KILBINGER HANSEN, age 42, our founder, has served as our
President, Chief Executive Officer and Chairman of the Board of Directors since
June 1991. Prior to our founding, Mr. Hansen served from 1988 to 1991 as
Director of Banking Systems of Business Line A/S, a Danish company. Mr. Hansen

holds a degree in Economics from Neil's Brock Business School of Copenhagen and
an associated degree in economics from the Copenhagen University of Language and
Economics.

ROBERT B. CORMAN, age 49, was appointed Director in March 2003 and
is nominated for election as a Director at our Annual Meeting. Mr. Corman is a
private investor. From August 2002 to April 2003, Mr. Corman was a director and
portfolio manager for Soros Fund Management, an asset management firm in the
high tech and media sectors. From 1999 through 2001, Mr. Corman was a partner
and Chief Executive Officer of RiverRock Capital. Prior to that, Mr. Corman had
been a senior vice president and a director at Jennison Associates, where he was
employed since 1981.

GEORGE O. DEEHAN, age 60, has served as Director since August 2000.
Mr. Deehan serves as a member of both the Audit and Compensation Committees of
our Board of Directors. Mr. Deehan is a consultant and an investor of eOriginal,
Inc., a software development company, since March 2002. Mr. Deehan was President
of eOriginal, Inc. from August 2000 until March 2002. Mr. Deehan was President
and Chief Executive Officer of Advanta Leasing Services, the business equipment
leasing unit of Advanta Business Services, from August 1998 until August 2000.
Prior to joining Advanta, Mr. Deehan served as President and Chief Operating
Officer of Information Technology Services for AT&T Capital. Mr. Deehan
earned a bachelor's degree from Lenoir-Rhyne College.

WILLIAM J. LYNCH, age 60, has served as Director since June 2000.
Mr. Lynch serves as Chairman of the Audit Committee and a member of the
Nominating Committee of our Board of Directors. Since January 2001, Mr. Lynch
has been a venture partner of Catterton Partners, a private equity fund. From
1996 through December 2000, Mr. Lynch served as Managing Director of Capstone
Partners, LLC, a venture capital firm. Prior to that, Mr. Lynch was a partner of
the law firm Morgan Lewis and Bockius, LLP. Mr. Lynch also serves as Chairman of
the Board of Directors of Edgewater Technologies, a publicly traded company.

CARL E. WARDEN, age 64, has served as Director since August 1993.
Mr. Warden serves as Chairman of both the Compensation and Nominating Committees
and a member of the Audit Committee of our Board of Directors. Mr. Warden is a
private investor. Mr. Warden received his BBA from the Freeman School of
Business at Tulane University.

None of our directors have been involved in material legal
proceedings during the last five years in which he has been a party adverse to
or has had a material interest adverse to us.

RECOMMENDATION OF THE BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE-NAMED
NOMINEE DIRECTORS. The proxy enclosed herewith will be voted FOR our above-named
nominee directors unless the stockholder specifically votes against any or all
of the nominee directors, or abstains from voting on this matter.

PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
AUDITORS

The Board of Directors recommends that Deloitte & Touche LLP, our
appointed independent auditors, be ratified for 2003. The recommendation is made
on the advice of the Audit Committee, composed of non-employee directors.
Deloitte & Touche LLP is a member of the SEC Practice Section of the American
Institute of Certified Public Accountants. A representative of Deloitte & Touche
LLP is expected to attend the Annual Meeting, and such representative will have
the opportunity to make a statement if he/she so desires and will be available
to respond to appropriate questions from stockholders.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS.

DIRECTORS' MEETINGS AND COMPENSATION

BOARD MEETINGS HELD

The Board of Directors meets for both regular and special meetings,
and met 13 times during 2002. The Board of Directors has assigned certain
responsibilities to committees, as described below. From time to time, the
members of the Board of Directors act by unanimous written consent pursuant to
the laws of the State of New York. No director (with the exception of Mr. Corman
who was appointed in March 2003) failed to participate in at least 75% of all
meetings of the Board of Directors and the committees on which he served during
the past year.

BOARD COMMITTEES

AUDIT COMMITTEE

The Audit Committee, which met four times during 2002, acts on and
reports to the Board of Directors with respect to various auditing and
accounting matters, including a recommendation for the appointment of
independent auditors, the scope of the annual audit, fees to be paid to the
auditors, the performance of our independent auditors and our accounting
practices. The members of the Audit Committee, all of whom are independent as
independence is defined in Rule 4200(a)(15) of the National Association of
Securities Dealers ("NASD") listing standards, currently are William J. Lynch
(Chairman), George O. Deehan and Carl E. Warden. The Audit Committee has adopted
a written Audit Committee Charter which was included in our proxy statement for
our 2001 Annual Meeting of Stockholders.

COMPENSATION COMMITTEE

The Compensation Committee, which met twice during 2002, recommends,
reviews and oversees the salaries, benefits and stock option plans applicable to
our employees, consultants, directors and other individuals we compensate. The
members of the Compensation Committee are Carl E. Warden (Chairman) and George
O. Deehan.

NOMINATING COMMITTEE

The Board of Directors formed a Nominating Committee on March 27,
2003 which (1) recommends candidates to stand for election to the Board of
Directors, and (2) reviews and makes recommendations to the Board of Directors
with respect to the composition of the Board of Directors. The members of the
Nominating Committee are Carl E. Warden (Chairman) and William J. Lynch, both of
whom are non-employee directors.

DIRECTOR COMPENSATION

As compensation for their services as members of the Board of
Directors for 2002, certain directors received options to purchase shares of our
common stock at an exercise price equal to the closing price of our common stock
on the date of grant. Options granted to non-employee directors in 2002
(exercisable into an aggregate of 15,000 shares of our common stock at an
exercise price of $8.50 per share and 72,000 shares of our common stock at an
exercise price of $3.92 per share) vest on various dates in 2003, so long as the
director completes service through the vesting date. Non-employee directors are
reimbursed for reasonable expenses in connection with serving as a director and
member of a committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are Carl E. Warden
(Chairman) and George O. Deehan. None of our executive officers or directors
serves as a member of the Board of Directors or compensation committee of any
other company that has one or more executive officers or directors serving as a
member of our Board of Directors or Compensation Committee.

REPORT OF THE AUDIT COMMITTEE

In accordance with its written charter adopted by our Board of
Directors, the Audit Committee of the Board of Directors (the "Audit Committee")
assists the Board in fulfilling its responsibility for oversight of the quality
and integrity of our accounting, auditing and financial reporting practices.

In discharging its oversight responsibility as to the audit process,
the Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between our independent auditors and us
that might bear on the auditors' independence consistent with Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
discussed with the auditors any relationships that may impact their objectivity
and independence and satisfied itself as to the auditors' independence. The
Audit Committee also discussed with management and the independent auditors the
quality and adequacy of our internal controls. The Audit Committee reviewed with
the independent auditors their audit plan and audit scope.

The Audit Committee discussed and reviewed with the independent
auditors all communications required by auditing standards generally accepted in
the United States of America, including those described in Statement on Auditing
Standards No. 61, as amended (Communication with Audit Committees), and, with
and without management present, discussed and reviewed the independent auditors'
examination of the financial statements.

The Audit Committee reviewed our audited financial statements as of
and for the year ended December 31, 2002, with management and the independent
auditors. Management is responsible for our financial reporting process,
including its system of internal controls, and for the preparation of
consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America, and has represented to the
Audit Committee that our financial statements were prepared in accordance with
accounting principles generally accepted in the U.S. Our independent auditors
are responsible for auditing those financial statements and expressing an
opinion as to the conformity of such financial statements with accounting
principles generally accepted in the U.S. The Audit Committee's responsibility
is to monitor and review these processes. It is not the Audit Committee's duty
or its responsibility to conduct auditing or accounting reviews or procedures.
The members of the Audit Committee are not our employees or professional
accountants or auditors and the role of the Audit Committee is not intended to
duplicate or certify the activities of management and the independent auditors.

Based on the above-mentioned review and discussions with the
independent auditors, the Audit Committee recommended to the Board that our
audited financial statements be included in our Annual Report on Form 10-K for
the year ended December 31, 2002, for filing with the Securities and Exchange
Commission. The Audit Committee also recommended the reappointment, subject to
stockholder approval, of the independent auditors and the Board concurred with
such recommendation.

AUDIT FEES: The aggregate fees of Deloitte & Touche LLP for
professional services rendered for the audit of our annual financial statements
for the year ended December 31, 2002, and for the reviews of the financial
statements included in our Quarterly Reports on Form 10-Q for the year ended
2002 were approximately $279,000. The aggregate fees billed by Deloitte & Touche

LLP for professional services rendered for the audit of our financial statements
for the year ended December 31, 1999 were approximately $50,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: The
aggregate fees billed by Deloitte & Touche LLP for professional services
rendered for information technology services relating to financial information
systems design and implementation for the year ended December 31, 2002 were
approximately $263,000. No such professional services were provided by Deloitte
& Touche LLP after the enactment of the Sarbanes-Oxley Act of 2002
("Sarbanes-Oxley"), which prohibits a company's independent auditors from
providing such services.

ALL OTHER FEES: The aggregate fees billed by Deloitte & Touche
LLP for all other services rendered to us, other than the services described
above under Audit Fees and Financial Information Systems Design and
Implementation Fees, for the year ended December 31, 2002 were approximately
$782,000. Audit related fees billed of approximately $362,000 related primarily
to services provided in connection with the acquisition of Javelin Technologies,
Inc. ("Javelin"), consents, accounting and SEC filing consultations, and the
audit of our employee benefit plan. Tax related fees of $409,000 consisted of
$324,000 related to tax consulting and $85,000 related to tax compliance. All
other fees were approximately $11,000.

William J. Lynch George O. Deehan Carl E. Warden

SARBANES-OXLEY ACT COMPLIANCE

In July 2002, President Bush signed the Sarbanes-Oxley Act which
sets forth various new requirements for public companies and which directed the
SEC to adopt additional rules and regulations.

Currently, we believe we are in compliance with all applicable laws,
rules and regulations arising out of Sarbanes-Oxley. A number of the SEC rules
and regulations are not yet effective as regards us. We intend to comply with
all rules and regulations adopted by the SEC pursuant to Sarbanes-Oxley no later
than the time they become applicable to us.

EXECUTIVE COMPENSATION

The following table provides certain information, for the years
ended December 31, 2002, 2001 and 2000, respectively, concerning compensation
awarded to, earned by or paid to (1) our chief executive officer ("CEO"), (2)
our two most highly compensated executive officers other than our CEO whose
salary and bonus exceeded $100,000 with respect to the year ended December 31,
2002 and who were employed by us on December 31, 2002, and (3) one additional
individual who had been an executive officer during a portion of the year 2002
and whose salary and bonus exceeded $100,000 with respect to the year ended
December 31, 2002, (collectively the "Named Executive Officers"). Other than the
Named Executive Officers, no other executive officer received compensation in
excess of $100,000 for the year ended December 31, 2002.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
-------------------------------------- ----------------------
Other Annual Securities
Name and Principal Compensation Underlying Options
Position Year Salary Bonus (1) (Shares)
- -----------------------------------------------------------------------------------------------------------

Peter K. Hansen, 2002 $ 389,231 $ - $ - 100,000
President and Chief 2001 250,000 250,000 - 125,000
Executive Officer 2000 150,000 - - 545,000

Robert C. Gasser (2), 2002 355,897 - - 100,000
Chief Executive Officer, 2001 - - - -
NYFIX Millennium and 2000 - - - -
President, NYFIX
Transaction Services

Lars Kragh, 2002 218,288 - - 20,000
Chief Information 2001 174,340 - - 25,000
Officer 2000 139,654 - - -

Richard A. Castillo (3), 2002 194,192 25,000 - 20,000
Chief Financial Officer 2001 148,615 100,000 - 25,000
2000 129,712 - - 15,000

(1) The aggregate amount of perquisites and other personal benefits paid to
each of the individuals listed on this table did not exceed the lesser of
ten percent (10%) of such officer's annual salary and bonus for each year
indicated or $50,000.

(2) Mr. Gasser has served as Chief Executive Officer, NYFIX Millennium, our
80%-owned broker-dealer subsidiary, since October 2001. Mr. Gasser is
also President of NYFIX Transaction Services, since its formation and the
NASD approval in May 2002. Mr. Gasser's compensation for 2002 as stated
in the above table represents the period from February 1, 2002, when our
ownership in NYFIX Millennium was increased to 80% from 50%, through
December 31, 2002.

(3) Mr. Castillo was Chief Financial Officer until September 16, 2002 and
currently serves as Chief Administrative Officer.

OPTION GRANTS

The following table sets forth information regarding stock options
granted to the Named Executive Officers during the year ended December 31, 2002.
These grants are also reflected on the Summary Compensation Table above.

Number of
Securities Percentage Potential Realizable Value
Underlying of Total at Assumed Annual Rates
Stock Options Exercise of Stock Price
Options Granted to Price Per Expiration Appreciation for Stock
Name Granted Employees Share(1) Date Options(2)
- ------------------------------------------------------------------------------------------------------------------
5% 10%
-------- --------
Peter K. Hansen 100,000 (3) 5.26% $3.92 8/15/12 $246,527 $624,747
Robert C. Gasser 100,000 (3) 5.26% $3.92 8/15/12 $246,527 $624,747
Lars Kragh 20,000 (4) 1.05% $3.92 8/15/12 $49,305 $124,949
Richard A. Castillo 20,000 (4) 1.05% $3.92 8/15/12 $49,305 $124,949

(1) The exercise price of the options granted was equal to the fair market
value of the underlying common stock on the date of grant.

(2) The potential realizable value portion of the foregoing table illustrates
values that might be realized upon exercise of the options immediately
prior to the expiration of their term, assuming the specified compounded
annual rates of appreciation on our common stock over the term of the
options. These numbers do not take into account provisions of certain
options providing for termination of the option following termination of
employment and non-transferability, or differences in vesting periods.
Regardless of the theoretical value of an option, its ultimate value will
depend upon the market value of our common stock at a future date, and
that value will depend on a variety of factors, including the overall
condition of the stock market and our results of operations and financial
condition. There can be no assurance that the values reflected in this
table will be achieved.

(3) Represents options to purchase shares of our common stock granted on
August 16, 2002. Of the options granted, 40,000 vested on March 31, 2003,
and 20,000 each will vest on December 31, 2003, December 31, 2004 and
December 31, 2005.

(4) Represents options to purchase shares of our common stock granted on
August 16, 2002. Of the options granted, 8,000 vested on March 31, 2003,
and 4,000 each will vest on December 31, 2003, December 31, 2004 and
December 31, 2005.

AGGREGATED OPTION EXERCISES AND OPTION VALUES

Shares Value Number of Securities Value of Unexercised In-the-
Acquired Realized Underlying Unexercised Money Options at Year-End
Name on Exercise (1) Options at Year-End (2)
- -------------------- ------------ -------- ------------------------ ----------------------------
(E) (U) (E) (U)
--------- ------- ---------- --------
Peter K. Hansen - - 1,138,125 312,500 $1,541,306 $ 58,000
Robert C. Gasser - - 75,000 362,500 - $ 58,000
Lars Kragh - - 293,750 32,500 $ 565,875 $ 11,600
Richard A. Castillo 22,500 $116,525 29,251 36,999 - $ 11,600

(E) Exercisable

(U) Unexercisable

(1) Based on the difference between the exercise price of the options and
fair market value of a share of common stock at exercise, as reported on
the Nasdaq Stock Market's National Market ("Nasdaq").

(2) Options are "in-the-money" if the market price of a share of our common
stock on December 31, 2002 exceeded the exercise price of such options.
The value of such options is calculated by determining the difference
between the aggregate market price of our common stock underlying the
options on December 31, 2002, and the aggregate exercise price of such
options. The closing price of a share of our common stock on December 31,
2002, as reported on the Nasdaq, was $4.50.

EMPLOYMENT AGREEMENTS

Mr. Hansen serves as our President and Chief Executive Officer
pursuant to the terms of an employment agreement, dated June 24, 1991. This
agreement was for a term of five years and renews automatically on January 1 of
each year thereafter as mutually agreed upon, with a three-month notice period.
Pursuant to the terms of the agreement, Mr. Hansen is paid a base salary plus
such bonus or additional compensation as the Compensation Committee deems
appropriate. Effective June 1, 2002, the Compensation Committee set Mr. Hansen's
base salary at $380,000. In addition, Mr. Hansen is entitled to receive a sales
commission of 7.5% of the gross sales of any of our products that are sold
through his direct sales efforts. In the event Mr. Hansen is terminated by us
for any reason other than a material breach by him of the agreement, he is
entitled to receive an amount equal to four times his then current base salary
and prorated payment of any bonus, cash or stock earned.

Mr. Gasser serves as Chief Executive Officer of NYFIX Millennium and
President of NYFIX Transaction Services pursuant to the terms of an employment
agreement, dated September 21, 2001. This agreement was for a term of one year
commencing October 5, 2001 and renews automatically on October 5 of each year
thereafter as mutually agreed upon. Pursuant to the terms of the agreement, Mr.
Gasser is paid a base salary plus such bonus or additional compensation as the
Compensation Committee deems appropriate. Effective June 1, 2002, the
Compensation Committee set Mr. Gasser's base salary at $380,000 plus a bonus of
2% of NYFIX Millennium pre-tax earnings. On January 1, 2003, Mr. Gasser's base

salary was increased to $400,000 plus a bonus of 2% of NYFIX Millennium's
pre-tax earnings.

Mr. Kragh serves as our Chief Information Officer pursuant to the
terms of an employment agreement, dated January 1, 2003. This agreement is for a
term of one year and renews automatically on January 1 of each year thereafter
as mutually agreed upon. Pursuant to the terms of the agreement, Mr. Kragh is
paid a base salary plus such bonus or additional compensation as the
Compensation Committee deems appropriate. Effective June 1, 2002, the
Compensation Committee set Mr. Kragh's base salary at $213,750. The January 1,
2003 employment agreement increased Mr. Kragh's salary to $231,875, with an
additional increase to $250,000 on April 1, 2003.

Mr. Castillo served as our Chief Financial Officer until September
2002 and thereafter has served as our Chief Administrative Officer pursuant to
the terms of an employment agreement, dated November 4, 1998. Mr. Castillo
served as an executive officer while he was our Chief Financial Officer and for
a brief period thereafter. Mr. Castillo's employment agreement is for a term of
one year and renews automatically on November 23 of each year thereafter as
mutually agreed upon. Pursuant to the terms of the agreement, Mr. Castillo is
paid a base salary plus such bonus or additional compensation as the
Compensation Committee deems appropriate. Effective June 1, 2002, the
Compensation Committee set Mr. Castillo's base salary at $190,000.

Mr. Mark R. Hahn serves as our Chief Financial Officer and Secretary
pursuant to the terms of an employment agreement, dated January 1, 2003. This
agreement was for a term of one year and renews automatically on January 1 of
each year thereafter as mutually agreed upon. Pursuant to the terms of the
agreement, Mr. Hahn is paid a base salary plus such bonus or additional
compensation as the Compensation Committee deems appropriate. Effective January
1, 2003, the Compensation Committee set Mr. Hahn's base salary at $300,000.

EQUITY COMPENSATION PLAN INFORMATION

2001 STOCK OPTION PLAN

On March 13, 2002, we adopted the 2001 Stock Option Plan (the "2001
Plan") for which a total of 2,000,000 shares of our common stock have been
reserved for issuance. The 2001 Plan was approved at our Annual Meeting of
Stockholders held on June 4, 2001. In 2002, we adopted an amendment to the 2001
Plan, to increase the total number of shares of our common stock reserved for
issuance to 3,500,000 shares. This amendment was approved at our Annual Meeting
of Stockholders held on June 10, 2002. Pursuant to the 2001 Plan, as amended, we
may grant stock options and stock purchase rights to our employees, officers,
directors and consultants. The Board of Directors, or a committee to whom the
Board of Directors has delegated authority, selects individuals to whom options
are granted. Options generally become exercisable over a three-year period and
expire in ten years. The exercise price of incentive stock options granted under
the 2001 Plan must be at least equal to the fair market value of our stock on
the date of grant, as defined. The 2001 Plan was effective on May 1, 2001 and
expires on April 30, 2011. At December 31, 2002, stock options to purchase
2,996,976 shares of our common stock were outstanding.

JAVELIN STOCK OPTION PLAN

As a result of our acquisition of Javelin on March 31, 2002, we
assumed the outstanding stock options of Javelin that were granted pursuant to
the Javelin 1999 Stock Option Plan (the "Javelin Plan"). The Javelin Plan
authorized grants of stock options of Javelin. At the acquisition date, the
Javelin options were converted into our options at a conversion rate of 0.51 to
one. The options granted under the Javelin Plan were fully vested at the time of
our acquisition of Javelin pursuant to a change of control clause within the
Javelin Plan. A total of 511,167 shares of our common stock have been reserved

for issuance upon exercise of such options. Pursuant to the Javelin Plan, as
amended, we may grant stock options and stock purchase rights to our employees,
officers, directors and consultants. The maximum term of an incentive stock
option grant under the Javelin Plan is limited to ten years. The exercise price
of incentive stock options granted under the Javelin Plan must be at least equal
to the fair market value of our stock at the date of grant, as defined. The
Javelin Plan was effective on July 1, 1999 and expires on June 30, 2009. At
December 31, 2002, stock options to purchase 348,680 shares of our common stock
were outstanding under the Javelin Plan.

1991 STOCK OPTION PLAN

On March 30, 1999, the Board of Directors adopted the first
amendment to the Amended and Restated 1991 Incentive and Nonqualified Stock
Option Plan (the "1991 Plan"). Under the 1991 Plan, as amended, the number of
options reserved for issuance was increased from 3,375,000 shares to 5,625,000
shares of common stock. This amendment was approved at our Annual Meeting of
Stockholders held on June 7, 1999. On March 29, 2000, the Board of Directors
adopted the second amendment to the 1991 Plan. Under this amendment, the number
of options reserved for issuance was increased from 5,625,000 shares to
6,625,000 shares of common stock. This amendment was approved at our Annual
Meeting of Stockholders held on June 5, 2000. Options granted generally become
exercisable over a three-year period and expire in ten years. The 1991 Plan
expired on June 23, 2001. All available options have been granted under the 1991
Plan, as amended and no further grants will be made. At December 31, 2002, stock
options to purchase 3,679,143 shares of our common stock were outstanding.

The following table provides information regarding our equity
compensation plans at December 31, 2002:

Number of
securities to be Weighed Number of securities
issued upon average exercise remaining available for
exercise of price of future issuance under
outstanding outstanding equity compensation
Plan Category options options plans
- ------------------------------ ---------------- ----------------- -----------------------
Equity compensation plans
approved by security holders 6,676,119 $ 10.64 633,700
Equity compensation plans not
approved by security holders
(the Javelin Plan) 348,680 7.80 119,650
------------ ------------------ ------------

Total 7,024,799 $ 10.50 753,350
============ ================== ============

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

GENERAL

The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to our executive officers and key employees.
Messrs. Deehan and Warden serve as members of the Compensation Committee. The
Compensation Committee is responsible for the administration and award of stock
options under our equity compensation plans. Messrs. Deehan and Warden are
non-employee directors of ours as defined under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended. Mr. Warden serves as Chairman of the
Compensation Committee. The Compensation Committee met twice during the year
ended December 31, 2002.

COMPENSATION PHILOSOPHY

The Compensation Committee's executive compensation philosophy is to
base management's pay, in part, on achievement of our annual and long-term
performance goals, to provide competitive levels of compensation, to recognize
individual initiative, achievement and length of service to us, and to assist us
in attracting and retaining qualified management. The Compensation Committee
also believes that the potential for equity ownership by management is
beneficial in aligning management and stockholders' interests in the enhancement
of stockholder value. We have not established a policy with regard to Section
162(m) of the Internal Revenue Code of 1986, as amended.

SALARIES

Base salaries for our executive officers are determined initially by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for management
talent, including a comparison of base salaries for similar positions at other
comparable companies. Base salary compensation of executive officers is reviewed
annually by the Compensation Committee, and recommendations of the Compensation
Committee in that regard are acted upon by the Board of Directors. Effective
June 1, 2002, executive officers took a five percent reduction in salary as part
of a company-wide expense reduction effort. Annual salary adjustments are
determined by evaluating the competitive marketplace; our performance; the
performance of the executive; the length of the executive's service to the
Company and any increased responsibilities assumed by the executive. The Company
places itself between the low and medium levels in determining salaries in
relationship to comparable businesses.

STOCK OPTION AND OTHER PLANS

The Company awarded Messrs. Hansen, Gasser, Kragh and Castillo
options to purchase 100,000, 100,000, 20,000 and 20,000 shares of common stock,
respectively, in 2002. The exercise price for the options is $3.92 per share. It
is the philosophy of the Compensation Committee that stock options should be
awarded to employees to promote long-term interests between such employees and
the Company's stockholders through an equity interest in the Company and to
assist in the retention of such employees. The Compensation Committee also
considered the amount and terms of options previously granted to executive
officers. The Compensation Committee believes the potential for equity ownership
by management is beneficial in aligning management and stockholders' interest in
the enhancement of stockholder value. Participation in incentive plans is
offered, pursuant to their terms, to provide incentive to executive officers to
contribute to corporate growth and profitability.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Hansen was our President and Chief Executive Officer in 2002,
with an annual base salary of $400,000 from January 1, 2002 through May 31,
2002. As a result of the five percent reduction in salary for each executive

officer, discussed above, Mr. Hansen's annual base salary was reduced to
$380,000 effective June 1, 2002. For the year ended December 31, 2002, Mr.
Hansen received salary of approximately $390,000, no bonus and he was awarded
100,000 stock options, as compared to 2001 when he received salary of $250,000,
a bonus of $250,000 and 125,000 stock options. In determining such compensation
amounts for Mr. Hansen, the Compensation Committee considered the
responsibilities performed by him as President and Chief Executive Officer of
the Company, his performance in managing and directing the Company's operations,
his strategic focus and role in effecting the Company's acquisitions, his
efforts in assisting the Company to improve its capital base and financial
condition, an assessment of survey data relating the Company's performance to
that of other comparable companies, and the evaluation of the other factors
described in "Salaries" above.

Carl E. Warden George O. Deehan

COMMON STOCK PERFORMANCE GRAPH

The following graph compares, for each of the years indicated, the
yearly percentage change in the cumulative total stockholder return on our
common stock with the cumulative total return of (1) the Standard and Poor's 500
Index, a broad equity market index, and (2) the Nasdaq Computer Index.

PERFORMANCE GRAPH

1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
S&P 500 Index 100.00 128.58 155.64 141.47 124.66 97.10
NYFIX, Inc. 100.00 116.13 549.19 702.22 581.23 130.65
NASDAQ
Computer Index 100.00 190.87 406.41 208.64 163.17 100.06

There can be no assurance that our common stock's performance will
continue with the same or similar trends depicted in the graph above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 2, 2002, Richard A. Castillo, then our Chief Financial
Officer, issued us a promissory note in the principal amount of $330,693. Such
note bears interest at 5.5% per annum and matures on July 2, 2004. During 2002,
Mr. Castillo repaid $30,693 of principal and all interest accrued on the note
through December 31, 2002. The outstanding principal balance of the note as of
December 31, 2002 was $300,000.

On May 13, 2002, Mr. Castillo issued us a promissory note in the
principal amount of $70,000 as payment for the purchase price of an option he
exercised for 22,500 shares of our common stock (at an exercise price of $3.11
per share). Such note bears interest at 5.5% per annum, matures on May 13, 2004
and is secured by the 22,500 shares. During 2002, Mr. Castillo repaid all
interest accrued on the note through December 31, 2002. The outstanding
principal balance of the note as of December 31, 2002 was $70,000.

On October 1, 2001, Mr. Castillo issued us a promissory note in the
principal amount of $78,125 as payment for the purchase price of an option he
exercised for 11,250 shares of our common stock (at an exercise price of $6.94
per share). Such note bears interest at 5.5% per annum, matures on October 1,
2003 and is secured by the 11,250 shares. During 2002, Mr. Castillo repaid all
interest accrued on the note through December 31, 2002. The outstanding
principal balance of the note as of December 31, 2002 was $78,125.

On December 1, 2000, Mr. Castillo issued us a promissory note in the
principal amount of $70,000 as payment for the purchase price of an option he
exercised for 22,500 shares of our common stock (at an exercise price of $3.11
per share). Such note originally bore interest at 7.5% per annum, matures on
December 1, 2003 and is secured by the 22,500 shares. This note was revised on
December 1, 2001, to reflect an interest rate of 5.5% per annum. During 2002,
Mr. Castillo repaid all interest accrued on the note through December 31, 2002.
The outstanding principal balance of the note as of December 31, 2002 was
$70,000.

On December 13, 1999, Mr. Castillo issued us a promissory note in
the principal amount of $70,000 as payment for the purchase price of an option
he exercised for 22,500 shares of our common stock (at an exercise price of
$3.11 per share). Such note bore interest at 6% per annum, matured on December
13, 2002 and was secured by the 22,500 shares. The outstanding balance of
principal plus interest of the note to Mr. Castillo was paid off on December 13,
2002.

On June 30, 1999, Peter K. Hansen, our President and Chief Executive
Officer, issued us a promissory note in the principal amount of $16,875 as
payment for the purchase price of an option he exercised for 16,875 shares of
our common stock (at an exercise price of $1.00 per share). Such note originally
bore interest at 6% per annum, matures on June 30, 2005 and is secured by the
16,875 shares. This note was revised on June 30, 2002 to reflect an interest
rate of 5.5% per annum. The outstanding balance of principal plus interest of
the note as of December 31, 2002 was $20,386.

On December 30, 1997, Mr. Hansen issued us a promissory note in the
principal amount of $230,000 as payment for the purchase price of an option he
exercised for 258,750 shares of our common stock (at an exercise price of $0.89
per share). Such note originally bore interest at 6% per annum, matures on
December 30, 2003 and is secured by the 258,750 shares. This note was revised on
December 30, 2000, to reflect an interest rate of 7.5% per annum. The
outstanding balance of principal plus interest of the note as of December 31,
2002 was $306,032.

On December 31, 1996, Mr. Hansen issued us a promissory note in the
principal amount of $50,000 as payment for the purchase price of an option he
exercised for 112,500 shares of our common stock (at an exercise price of $0.44
per share). Such note originally bore no interest, matures on December 31, 2004

and is secured by the 112,500 shares. This note was revised on December 31,
2001, to reflect an interest rate of 5.5% per annum. The outstanding balance of
principal plus interest of the note as of December 31, 2002 was $52,750.

Mr. Hansen had an aggregate of $240,378 in travel and salary
advances at December 31, 2002. Such advances were paid off in full on March 31,
2003.

In connection with each of the promissory notes described above, no
funds were transferred from us to the noteholders, with the exception of the
note received from Mr. Castillo on July 2, 2002. In addition, none of the shares
received by the noteholders upon exercise of their respective options have been
sold, and no noteholder may sell any of such shares until the applicable secured
promissory notes have been paid.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors, and persons who own more
than 10% of the Company's outstanding common stock to file initial reports of
ownership and changes in ownership with the SEC and Nasdaq. Officers, directors
and greater than 10% stockholders are required by SEC regulations to furnish us
with copies of all Section 16(a) forms they file.

To our knowledge, based solely on review of the copies of these
reports furnished to us and the written representations that no other reports
were required, during 2002 and 2003 all Section 16 (a) filing requirements
applicable to its executive officers and directors were complied with except for
the failure to timely file on Form 3 or Form 4 one transaction by each of the
following individuals; Robert. B. Corman, George O. Deehan, Robert C. Gasser and
Mark R. Hahn. These failures were inadvertent and, when the oversights were
discovered, the transactions were subsequently reported.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended for presentation at the next
Annual Meeting of Stockholders and intended to be included in our Proxy
Statement and form of proxy relating to that meeting must be received at our
offices no later than January 1, 2004.

OTHER MATTERS

The Board of Directors does not know of any matter, other than those
described above, that may be presented for action at the Annual Meeting. If any
other matter or proposal should be presented and should properly come before the
meeting for action, the persons named in the accompanying proxy will vote upon
such matter or proposal in accordance with their best judgment.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
NYFIX, INC.

PROXY -- ANNUAL MEETING OF STOCKHOLDERS
JUNE 10, 2003

Mark R. Hahn and Brian Bellardo, or either of them individually and
each of them with the power of substitution, are hereby appointed Proxies of the
undersigned to vote all of the shares of the common stock of NYFIX, Inc. which
the undersigned is entitled to vote at our Annual Meeting of Stockholders to be
held at Stamford Harbor Park, 333 Ludlow Street, Stamford, Connecticut 06902, on
June 10, 2003, at 10:00 A.M. EDT, or at any adjournment thereof. We encourage
you to submit your proxy electronically over the Internet or the telephone. This
eliminates the need to mail your proxy card.

o To submit your proxy electronically over the Internet, go to the
website: http://www.eproxy.com/nyfx and follow the prompts. You
must use the control number printed in the box on the bottom of
the reverse side to access this account.

o To submit your proxy by telephone, use a touch-tone telephone
and call 1-800-435-6710. You must use the control number printed
in the box on the bottom of the reverse side to access this
account.

The undersigned hereby revokes any proxy or proxies heretofore given
and acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated April 30, 2003, and a copy of our Annual Report for the
year ended December 31, 2002.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED TO ELECT THE NOMINEES AS DIRECTORS
AND TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT
AUDITORS.

1. To elect the following directors: Peter K. Hansen, Robert B. Corman,
George O. Deehan, William J. Lynch and Carl E. Warden, to serve as
directors until our next annual meeting of stockholders and in each
case until their successors have been duly elected and qualified.

[__] FOR ALL NOMINEES (except as listed below)

[__] WITHHELD FROM ALL NOMINEES

WITHHELD ___________________________________________________________

To withhold authority to vote for any nominee(s), print name(s) above

2. To ratify the appointment of Deloitte & Touche LLP as our
independent auditors for the year ending December 31, 2003.

FOR [___] AGAINST [___] ABSTAIN [___]

NOTE: Your signature should appear the same as your name appears hereon. If
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a corporation gives a proxy, an
authorized officer should sign it.

Signature: ____________________________ Date: ___________

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