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firm, (iii) "FOR"
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2024 PROXY SUMMARY | 3 |
Date: | Friday, May 10, 2024 |
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9 a.m., Eastern Time |
Virtual Meeting: MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2023
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www.virtualshareholdermeeting.com/TW2024 | ||
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Proxy Summary
MEETING INFORMATION
Record Date: | March |
4 | TRADEWEB |
Committee Membership | ||||||||
Name | Director Since | Principal Occupation | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Other Current Public Company Boards | |
Jacques Aigrain | 2022 | Director, Clearwater Analytics Chairman, Lyondell Basell Industries N.V. | ü | ü | 2 | |||
Balbir Bakhshi | 2021 | Chief Risk Officer, London Stock Exchange Group plc | ||||||
Steven Berns | 2020 | Former Chief Financial Officer & Chief Operating Officer | ü | |||||
Troy Dixon | 2023 | Founder and Chief Investment Officer, Hollis Park Partners LP | ü | ü | ||||
Scott Ganeles | 2019 | Senior Partner, WestCap Group, LLC | ü | ü | ü | |||
Billy Hult | 2019 | Chief Executive Officer, Tradeweb Markets | ||||||
Catherine Johnson | 2023 | Group General Counsel, London Stock Exchange Group plc | ||||||
Paula B. Madoff | 2019 | Advisor, The Goldman Sachs Group Inc. | ü | ü | ü | 3 | ||
Lisa Opoku | 2024 | Former Chief Operating Officer | ü | |||||
Thomas Pluta | 2019 | President, Tradeweb Markets | ||||||
Murray Roos | 2021 | Group Director, Capital Markets, London Stock Exchange Group plc | ||||||
Rana Yared | 2022 | General Partner, Balderton Capital | ü | ü |
TRADEWEB | 5 | |||
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We first began sending our stockholders the Notice and made our proxy materials available on or about March 23, 2023.
PROPOSALS
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Committee Memberships | ||||||||||||||||
| Name | Director Since | Principal Occupation | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Other Current Public Company Boards | ||||||||
Jacques Aigrain | 2022 | Director, Clearwater Analytics Chairman, Lyondell Basell Industries N.V. | 2 | |||||||||||||
Balbir Bakhshi | 2021 | Chief Risk Officer, London Stock Exchange Group plc | ||||||||||||||
Steven Berns | 2020 | Former Chief Financial Officer & Chief Operating Officer | 1 | |||||||||||||
Troy Dixon | 2023 | Founder and Chief Investment Officer, Hollis Park Partners LP | ||||||||||||||
John Finley | 2019 | Chief Legal Officer, Blackstone | ||||||||||||||
Scott Ganeles | 2019 | Senior Partner, WestCap Group, LLC | ||||||||||||||
Billy Hult | 2019 | Chief Executive Officer, Tradeweb Markets | ||||||||||||||
Paula B. Madoff | 2019 | Advisor, The Goldman Sachs Group Inc. | 4 | |||||||||||||
Lee Olesky | 2019 | Chairman of the Board and Former CEO, Tradeweb Markets | ||||||||||||||
Thomas Pluta | 2019 | President, Tradeweb Markets | ||||||||||||||
Murry Roos | 2021 | Group Director, Capital Markets, London Stock Exchange Group plc | ||||||||||||||
Rana Yared | 2022 | General Partner, Balderton Capital |
Denotes Chairperson
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Proxy Summary
Our Board of Directors
6 | TRADEWEB |
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Maintain a pay-for- performance culture | Annual pay opportunities emphasize variable performance-based compensation with metrics aligned to the Company’s financial results, stock price and business strategy, orientation in our executive compensation program. | |
Foster long-term alignment with stockholders | Outstanding equity awards in the form of annual time-vesting restricted stock restricted stock executive and stockholder interest. | |
Attraction and retention | Our executive compensation program provides overall target compensation that is intended to attract and retain high-caliber talent. In addition, our long-term incentive awards are granted on varying vesting schedules, continually ensuring that a portion of previously granted equity remains unvested. | |
Reflect internal equity considerations | Compensation decisions are made in the context of individual factors and pay equity, fostering growth and motivation through a flexible compensation design. |
What We Do | What We Don’t Do | |
compensation is at-risk variable compensation. equity grants and cash bonuses made to the NEOs in March were tied directly to company performance. | Hedging/pledging of Company stock. We prohibit our officers and directors from hedging, margining, pledging, short-selling or publicly trading options in our stock. | |
Encourage long-term outlook. annual grant and all other NEOs received a performance-vesting stock units ("PSUs") that are earned based on achievement of total shareholder return ("TSR") targets over a three- year performance period. In determined to grant PSUs to all NEOs on an annual basis as part of their overall equity restricted stock units ("PRSUs") were restructured to achievement of three-year targets for revenue and Adjusted EBITDA. Please see "Compensation Discussion and Analysis—Fiscal Decisions" below for more information. | Excise tax gross-ups. We do not pay excise tax gross-ups on change-in-control payments. | |
Rigorous performance goals. The Company establishes rigorous performance goals related to its incentive-based compensation plans. | ||
| Repricing or exchange of underwater equity plan, we specifically prohibit share repricing without stockholder approval. | |
Clawback maintain a robust clawback policy that incentive compensation material Compensation Committee has discretion to clawback, from both executive officers and other employees, other incentive-based compensation, including time-based short-term or long-term equity or other incentive awards. | equivalent rights accrued on equity awards are not paid until the underlying award itself vests and becomes payable. |
TRADEWEB | 7 | |
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Proposal as Independent Registered Public Accounting Firm | |||
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Executive Officers of the Company | |||
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TRADEWEB | 8 |
28, 2024
.Class of Common Stock | Par Value | Votes | Economic Rights | ||||||||||||
Class A common stock | $ | 0.00001 | 1 | Yes | |||||||||||
Class B common stock | $ | 0.00001 | 10 | Yes | |||||||||||
Class C common stock | $ | 0.00001 | 1 | No | |||||||||||
Class D common stock | $ | 0.00001 | 10 | No |
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Class of Common Stock | Par Value | Votes | Economic Rights |
Class A common stock | $0.00001 | 1 | Yes |
Class B common stock | $0.00001 | 10 | Yes |
Class C common stock | $0.00001 | 1 | No |
Class D common stock | $0.00001 | 10 | No |
General Information
All of the shares of our outstanding Class B common stock and Class C common stock are currently held by an indirect
2024 PROXY STATEMENT | 9 |
firm, the approval, on an advisory basis, of the compensation paid to our named executive
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General Information
vote “FOR"FOR ALL", "WITHHOLD ALL"
With respect to the ratification of the appointment of Deloitte as our independent registered public accounting firm for
10 | TRADEWEB |
Whethermatter. In that case, we will
If
VOTE BY INTERNET Shares Held of Record: www.proxyvote.com Shares Held in Street Name: www.proxyvote.com 24 hours a day / 7 days a week INSTRUCTIONS: • Read this Proxy Statement. • Go to the website listed above. • Have your Notice, proxy card or voting instruction form in hand and follow the instructions. | VOTE BY TELEPHONE Shares Held of Record: 800-690-6903 Shares Held in Street Name: See Voting Instruction Form 24 hours a day / 7 days a week INSTRUCTIONS: • Read this Proxy Statement. • Call the applicable number noted above. • Have your Notice, proxy card or voting instruction form in hand | |
2024 PROXY STATEMENT | 11 |
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General Information
Meeting, you may
12 | TRADEWEB |
• |
Our Class I directors are Troy Dixon, Scott Ganeles, Catherine Johnson and Murray Roos and their terms will expire
•Our Class III directors are Steven Berns, William (“Billy”) Hult, Lee OleskyLisa Opoku and Rana Yared and their terms will
2024 PROXY STATEMENT | 13 |
Jacques Aigrain | Independent | |||
Age: 69 | Director Since: August 2022 | ||
Tradeweb Committees: Compensation Committee (Chair), Nominating and Corporate Governance Committee | Other current public company boards: Clearwater Analytics, LyondellBasell Industries N.V. | ||
Key Experience and Qualifications: •Significant investment, financial and leadership expertise Mr. Aigrain has served as Chairperson of the Board since July 2023 2022. Mr. Aigrain served as an advisor at Warburg Pincus LLC, a global private equity firm, from 2014 to December 2020. He previously spent nine years at Swiss Re, where he served as CEO from 2006 to 2009. Prior to Swiss Re, he spent 20 years in global leadership roles at JP Morgan Chase & Co. in New York, London and Paris. Mr. Aigrain currently serves as chairman of the board of LyondellBasell Industries N.V. and a director of Clearwater Analytics. He previously held board positions at WPP plc, LSEG, LCH Clearnet Group Ltd, Lufthansa AG, Resolution Ltd, Swiss International Airlines AG and the Qatar Financial Authority. He holds a doctorate in economics from Université Paris-Sorbonne and a master’s in economics from Université Paris Dauphine – PSL. Mr. Aigrain is qualified to serve on our Board due to his wide-ranging experience in global financial services, both as an executive and a board member. | |||
Balbir Bakhshi | |||
Age: 54 | Director Since: July 2021 | ||
Tradeweb Committees: None | Other current public company boards: None | ||
Key Experience and Qualifications: •Extensive background in leadership, operations and risk management Mr. Bakhshi has served as the Chief Risk Officer and as a member of the Executive Committee of LSEG, a United Kingdom- based financial infrastructure company and our indirect controlling stockholder, since January 2021. Prior to joining LSEG, Mr. Bakhshi was Group Head of Non-Financial Risk Management at Deutsche Bank, a multinational investment bank and financial services company, from January 2017 to December 2020 and served on the Supervisory Board of Deutsche Bank Luxembourg S.A. as the Chair of its Risk Committee. Prior to this, Mr. Bakhshi was Global Head of Operational Risk Management at Credit Suisse and previously held a variety of senior roles at Credit Suisse including UK Investment Banking Chief Risk Officer and Head of Market Risk. Mr. Bakhshi is also a board member of London Clearing House Limited. Mr. Bakhshi received a B.A. from the University of Westminster and an MSc from Brunel University. Mr. Bakhshi is qualified to serve on our Board due to his deep knowledge of risk management. | |||
Board designated, Catherine Johnson to stand for election as a Class I director nominee to succeed Mr. Finley and to fill the vacancy created by his departure. The Company thanks Mr. Finley for his many years of thoughtful and dedicated service as a member of the Board.
As mentioned above:
Troy Dixon | Independent
14 | TRADEWEB |
Paula Madoff | Independent | |||
Age: 56 | March | ||
Tradeweb Committees:
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Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee (Chair) | Other current public company boards:
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Key Experience and Qualifications:
Troy Dixon is the Founder and Chief Investment Officer of Hollis Park Partners LP, an alternative asset manager that specializes in structured products, a position he has held since 2013. Mr. Dixon has nearly 30 years of industry experience, including leading residential mortgage-backed securities trading at Deutsche Bank from 2006 to 2013 and UBS Inc. from 2002 to 2006. Mr. Dixon serves as an independent board member and head of the Audit Committee of Lafayette Square Business Development Corporation. He also serves on the boards of Boys Hope Girls Hope and New Height Youth Inc. He received a Bachelor of Arts degree from College of the Holy Cross. Mr. Dixon is qualified to serve on our Board due to his deep knowledge of the trading industry.
Scott Ganeles | Independent
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Key Experience and Qualifications:
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Deep bench of knowledge and experience leading Goldman Sachs’ interest rate products and mortgages businesses Key Experience and Qualifications:
Mr. Ganeles has served as a Senior Partner at WestCap Group, LLC, a growth equity firm that invests in growth-stage technology businesses in the financial technology, real estate technology and healthcare technology industries as well as asset-light marketplace platforms, since April 2019. Prior to that, Mr. Ganeles was the Chief Executive Officer of i-Deal from December 2000 until it merged with Hemscott in 2006 to form Ipreo Holdings LLC. Mr. Ganeles became Chief Executive Officer of Ipreo after the merger and continued as Chief Executive Officer until August 2018. Prior to Ipreo Holdings LLC, Mr. Ganeles was President and Co-Founder
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Proposal 1: Election of Directors
Catherine Johnson
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Key Experience and Qualifications:
Catherine Johnson has served as the Group General Counsel of LSEG, a United Kingdom-based financial infrastructure company and our indirect controlling stockholder, since 2015. Ms. Johnson manages an international team of lawyers and compliance professionals and advises the LSEG board and other senior executives of LSEG on all aspects of the LSEG business. Prior to serving as Group General Counsel, Ms. Johnson held positions of increasing responsibility at LSEG beginning in 1996. She is a member of LSEG’s Executive Committee and the Chair of FTSE International Limited, an FCA regulated entity in the United Kingdom. Ms. Johnson holds a law and economics degree from Kings College, Cambridge, and qualified at Herbert Smith in 1993 in its corporate division. Ms. Johnson is qualified to serve on our Board due to her deep legal, regulatory and corporate governance experience.
Murray Roos
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Key Experience and Qualifications:
Mr. Roos has served as the Group Director, Capital Markets, and as a member of the Executive Committee, of LSEG, a United Kingdom-based financial infrastructure company and our indirect controlling stockholder, since April 2020. Prior to joining LSEG, Mr. Roos held several senior positions at Citigroup, a multinational investment bank and financial services corporation, from April 2015 to March 2020, including Global Co-Head of Equities, and previously led Citigroup’s Multi-Asset Structuring Group. Prior to that, Mr. Roos held various management and trading positions at Deutsche Bank, and was previously a trader at UBS. Mr. Roos received a BSc from the University of Cape Town. Mr. Roos is qualified to serve on our Board due to his deep experience in our industry.
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Proposal 1: Election of Directors
DIRECTORS WHOSE TERMS EXPIRE AT THE 2024 ANNUAL MEETING
Jacques Aigrain | Independent
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Corporate Governance Committee | ||||
since May 2023. Ms. Madoff is an Advisor to The Goldman Sachs Group (“Goldman”), a
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Key Experience and Qualifications:
Mr. Aigrain served as an advisor at Warburg Pincus LLC, a global private equity firm, from 2014 to December 2020. He previously spent nine years at Swiss Re, where he served as CEO from 2006 to 2009. Prior to Swiss Re he spent 20 years in global leadership roles at JP Morgan Chase & Co. in New York, London and Paris. Mr. Aigrain currently serves as chairman
Balbir Bakhshi
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Key Experience and Qualifications:
Mr. Bakhshi has served as the Chief Risk Officer and as a member of the Executive Committee, of LSEG, a United Kingdom-based financial infrastructure company and our indirect controlling stockholder, since January 2021. Prior to joining LSEG, Mr. Bakhshi was Group Head of Non-Financial Risk Management at Deutsche Bank, a multinational investment bank and financial services company, from January 2017 to December 2020 and served on the Supervisory Board of Deutsche Bank Luxembourg S.A. as the Chair of its Risk Committee. Prior to this, Mr. Bakhshi was Global Head of Operational Risk Management at Credit Suisse and previously held a variety of senior roles at Credit Suisse including UK Investment Banking Chief Risk Officer and Head of Market Risk. Mr. Bakhshi is also a board member of London Clearing House Limited. Mr. Bakhshi received a B.A. from the University of Westminster and an MSc from Brunel University. Mr. Bakhshi is qualified to serve on our Board due to his deep knowledge of risk management.
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Proposal 1: Election of Directors
Paula Madoff | Independent
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Great-West Lifeco Inc., KKR Real Estate Finance Trust USA Inc. and Santander Bank N.A., and Beacon. She previously served on the board of ICE Benchmark Administration, where she was also Chair of the ICE LIBOR Oversight Committee, assisting the global financial market transition to new reference rates, and Motive Capital Corp I and II. Ms. Madoff is a David Rockefeller Fellow, an Executive Committee member and Vice President of the Harvard Business School Alumni Board and a member of the Harvard Kennedy School Women and Public Policy Women’s Leadership Board. Ms. Madoff received a B.A. degree in Economics, cum laude, from Lafayette College and an M.B.A. from Harvard Business School. Ms. Madoff is qualified to serve on our Board due to her extensive experience in the financial services industry, as well as her significant experience in board service. |
Key Experience and Qualifications:
Ms. Madoff has served as Tradeweb’s Lead Independent Director since February 2022. Ms. Madoff currently serves as an Advisor to Goldman Sachs (“Goldman”), a multinational investment bank and financial services company. She had been employed by Goldman for 28 years where she was most recently a Partner leading the Interest Rate Products and Mortgages businesses until her retirement from that role in August 2017. From August 2017 to April 2018, Ms. Madoff was employed as an Advisory Director at Goldman. She held several additional leadership positions at Goldman, including Co-Chair of the Retirement Committee, overseeing 401(k) and pension plan assets; Chief Executive Officer of Goldman Sachs Mitsui Marine Derivatives Products, L.P.; and was a member of its Securities Division Operating Committee and Firmwide New Activity Committee. Before joining Goldman, Ms. Madoff worked in Mergers and Acquisitions at Wasserstein Perella & Co. and in Corporate Finance at Bankers Trust. Ms. Madoff currently serves as a non-executive director on the boards of Great-West Lifeco Inc., KKR Real Estate Finance Trust Inc., Motive Capital Corp II and Power Corporation of Canada. She is also Chair of the ICE LIBOR Oversight Committee. Ms. Madoff is a David Rockefeller Fellow, an Executive Member of the Harvard Business School Alumni Board, a member of the Harvard Kennedy School Women’s Leadership Board, and a Director of Hudson River Park Friends. Ms. Madoff received a B.A. degree in Economics, cum laude, from Lafayette College and an M.B.A. from Harvard Business School. Ms. Madoff is qualified to serve on our Board due to her extensive experience in the financial services industry, as well as her significant experience in board service.
Thomas Pluta
Thomas Pluta | |||
Age: 57 | March 2019 | ||
Tradeweb Committees: None | |||
Other current public company boards: None |
Key Experience and Qualifications:
Mr. Pluta has served as our President since January 1, 2023 and as President-elect from October 2022 to December 2022. Prior to the series of reorganization transactions that were completed on April 4, 2019 in connection with the Company’s initial public offering, which closed on April 8, 2019 (the “IPO”), whereby Tradeweb Markets LLC (“TWM LLC”) became the principal operating subsidiary of the Company (the “Reorganization Transactions”), Mr. Pluta served on the former board of managers of TWM LLC beginning in December 2017. Mr. Pluta served as Global Head of the Linear Rates Trading business at J.P. Morgan, a multinational financial services company, between July 2019 and October 2022. Prior to that, Mr. Pluta was Co-Head of Global Rates Trading between April 2015 and July 2019 and Global Head of Short Term Interest Rate Trading between January 2014 and April 2015 at J.P. Morgan. In addition to his 26-year career at J.P. Morgan managing trading teams across the Global Rates, Emerging Markets and Foreign Exchange businesses, he serves as the Corporate and Investment Bank lead for the firm-wide LIBOR Transition Program. A champion for advancing the people agenda at J.P. Morgan, Mr. Pluta has been actively engaged throughout his career, and holds leadership positions in various diversity & inclusion, recruiting, and culture-building efforts. He received a B.A. in Economics from Yale University and an M.B.A. in General Management from the Harvard Business School. Mr. Pluta is qualified to serve on our Board due to his extensive experience in our industry and deep knowledge of our business that he has developed in his role as President.
Proposal 1: Election of Directors
DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING
Steven Berns | Independent
Key Experience and Qualifications:
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Significant trading and management experience and deep knowledge of our industry
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Key Experience and Qualifications:
Mr. Berns served as the Chief Operating Officer and Chief Financial Officer of TripleLift, an advertising technology company, from May 2020 to December 2022, and previously served as Chief Financial Officer of GTT Communications, Inc., a multinational telecommunications and internet service provider (“GTT Communications”), from April 2020 to December 2020. GTT Communications filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code in October 2021, approximately 10 months after Mr. Berns resigned. Prior to GTT Communications, Mr. Berns served as Chief Financial Officer of Shutterstock, Inc. (“Shutterstock”), a provider of stock photography, stock footage, stock music and editing tools, from September 2015 to June 2019 and as Chief Operating Officer and Co-Chief Operating Officer of Shutterstock from March 2017 to March 2019 and March 2019 to June 2019, respectively. Prior to joining Shutterstock, Mr. Berns served as Executive Vice President and Chief Financial Officer of Tribune Media Company from 2013 to 2015, and Executive Vice President and Chief Financial Officer of Revlon, Inc. (“Revlon”) from 2009 to 2013. Prior to that, Mr. Berns served as the Chief Financial Officer of TWM LLC, the Company’s predecessor, and President, Chief Financial Officer and Director of MDC Partners, Inc. He previously held several senior financial positions at the Interpublic Group of Companies, Inc. and Revlon. Mr. Berns currently serves as a board member and Chair of the Audit Committee for Forum Merger IV Corp. and has previously served as a board member of Forum Merger Corp., LivePerson, Inc. and Shutterstock. Mr. Berns received a B.S. in Business and Economics from Lehigh University and an Executive MBA in Finance from New York University, Stern School of Business. Mr. Berns is qualified to serve on our Board due to his extensive experience holding key executive roles at many public companies, as well as his deep financial knowledge.
Billy Hult
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Key Experience and Qualifications:
Mr. Hult has served as Tradeweb’s Chief Executive Officer since January 1, 2023, CEO-elect from February 2022 to December 2022 and as its President since its formation until February 2022. Mr. Hult has served as TWM LLC’s President since September 2008 and, prior to the Reorganization Transactions, served on the former board of managers of TWM LLC beginning in September 2008. Mr. Hult has played a pivotal role in Tradeweb’s evolution as a leading global operator of electronic marketplaces for rates, credit, equities and money markets. He has led the development of numerous innovations connecting liquidity providers and investors across retail, wholesale and institutional markets. Mr. Hult joined Tradeweb in July 2000 as a product manager and led the creation of its to-be-announced mortgage trading marketplace. In 2005, Mr. Hult went on to serve as the head of U.S. products overseeing the firm’s expansion into new asset classes and, in 2009, oversaw the launch of Dealerweb, its first electronic trading platform for wholesale market participants. Mr. Hult has also been instrumental in numerous acquisitions by Tradeweb, including Hilliard Farber in 2008, Rafferty Capital Markets in 2011, J.J. Kenny Drake in 2011 and Nasdaq’s former eSpeed platform for electronic bond trading in 2021. Prior to joining Tradeweb, Mr. Hult held a variety of trading positions at Société Générale from 1997 to 2000. He received a B.A. from Denison University. Mr. Hult is qualified to serve on our Board due to his extensive experience in our industry and deep knowledge of our business that he has developed in his role as Chief Executive Officer.
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Proposal 1: Election of Directors
Lee Olesky
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Key Experience and Qualifications:
Operational expertise in our business that he has developed as our President Mr. Pluta has served as our President since January 2023 and served as our President-elect from October 2022 to December 2022. Prior to the series of reorganization transactions that were completed on April 4, 2019 in connection with the Company’s initial public offering, which closed on April 8, 2019 (the "IPO"), whereby Tradeweb Markets LLC ("TWM LLC") became the principal operating subsidiary of the Company (the “Reorganization Transactions”), Mr. Pluta served on the former |
Mr. Olesky is our co-founder and has served as Chairperson of Tradeweb’s Board since February 2022. Mr. Olesky served as Tradeweb’s Chief Executive Officer from its formation and as Chief Executive Officer of TWM LLC from September 2008, each until his retirement in December 2022. Mr. Olesky also served on the former board of managers of TWM LLC from 2008 until the date of the Reorganization Transactions. After being our founding Chairperson of the Board from 1996 to 1998, Mr. Olesky rejoined the Company in February 2002 in London as President, driving the Company’s expansion in Europe and into the global derivatives markets. He then led the expansion of Tradeweb into Asia, opening offices in Tokyo, Hong Kong and Singapore. Prior to returning to the Company, Mr. Olesky worked at Credit Suisse First Boston from 1993 to 1999 in a variety of management positions, ultimately as Chief Operating Officer for the Fixed Income Americas division. Following his time at Credit Suisse First Boston, from 1999 to 2002, he served as Chief Executive Officer of BrokerTec, an electronic brokerage platform that he co-founded. He received a B.A. from Tulane University and a J.D. from The George Washington University. Mr. Olesky is qualified to serve on our Board due to his extensive experience in our industry and deep knowledge of our business that he has developed in his role as our co-founder and former Chief Executive Officer.
Rana Yared | Independent
2024 PROXY STATEMENT | 15 |
Steven Berns | Independent | |||
Age:
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Tradeweb Committees: Audit Committee | |||
(Chair) | Other current public company boards: None |
Key Experience and Qualifications:
Ms. Yared has served as a General Partner at Balderton Capital, a leading venture capital investor focused on European founders with global ambitions from seed to exit, since August 2020. Prior to the series of Reorganization Transactions that were completed on April 4, 2019 in connection with the Company’s IPO, Ms. Yared served on the former board of managers of TWM LLC from 2014 to 2019. Ms. Yared previously served as a Partner in the Principal Strategic Investments Group and later in GS Growth at Goldman Sachs, a multinational investment bank and financial services company, from 2006 to August 2020. Ms. Yared currently holds board positions at Wabash College, Ramp and Coro.net. She formerly served on the Penn Fund Board and the boards of NAV, Vestwell and SwapClear. She holds a Bachelor of Science from the Wharton School and a Bachelor of Arts in International Relations, both from the University of Pennsylvania, as well as a Master of Science from the London School of Economics. Ms. Yared is qualified to serve on our Board due to her knowledge of our business, having worked with the executive management team as a Board member for five years, and because of her exceptional experience helping companies to scale.
Key Experience and Qualifications: •Extensive financial knowledge and expertise Mr. Berns served as the Chief Operating Officer and Chief Financial Officer of TripleLift, an advertising technology company, from May 2020 to December 2022, and previously served as Chief Financial Officer of GTT Communications, Inc., a multinational telecommunications and internet service provider ("GTT Communications"), from April 2020 to December 2020. GTT Communications filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code in October 2021, approximately 10 months after Mr. Berns resigned. Prior to GTT Communications, Mr. Berns served as Chief Financial Officer of Shutterstock, Inc. ("Shutterstock"), a provider of stock photography, stock footage, stock music and editing tools, from September 2015 to June 2019 and as Chief Operating Officer and Co-Chief Operating Officer of Shutterstock from March 2017 to March 2019 and March 2019 to June 2019, respectively. Prior to joining Shutterstock, Mr. Berns served as Executive Vice President and Chief Financial Officer of Tribune Media Company from 2013 to 2015, and Executive Vice President and Chief Financial Officer of Revlon, Inc. ("Revlon") from 2009 to 2013. Prior to that, Mr. Berns served as the Chief Financial Officer of TWM LLC, the Company’s predecessor, and President, Chief Financial Officer and Director of MDC Partners, Inc. He previously held several senior financial positions at the Interpublic Group of Companies, Inc. and Revlon. Mr. Berns has previously served as a board member of Forum Merger Corp., Forum Merger II Corp., Forum Merger III Corp., Forum Merger IV Corp., LivePerson, Inc. and Shutterstock. Mr. Berns received a B.S. in Business and Economics from Lehigh University and an Executive MBA in Finance from New York University, Stern School of Business. Mr. Berns is qualified to serve on our Board due to his extensive experience holding key executive roles at many public companies, as well as his deep financial knowledge. | |||
Billy Hult | |||
Age: 54 | Director Since: March 2019 | ||
Tradeweb Committees: None | Other current public company boards: None | ||
Key Experience and Qualifications: •Deep leadership, management and industry experience •Operational expertise in our business that he has developed during his tenure at Tradeweb Mr. Hult has served as our Chief Executive Officer since January 2023. He served as CEO-elect from February 2022 to December 2022 and as President since our formation until February 2022. Mr. Hult has served as TWM LLC’s President since September 2008 and, prior to the Reorganization Transactions, served on the former board of managers of TWM LLC beginning in September 2008. Mr. Hult has played a pivotal role in Tradeweb’s evolution as a leading global operator of electronic marketplaces for rates, credit, equities and money markets. He has led the development of numerous innovations connecting liquidity providers and investors across retail, wholesale and institutional markets. Mr. Hult joined Tradeweb in July 2000 as a product manager and led the creation of its to-be-announced mortgage trading marketplace. In 2005, Mr. Hult went on to serve as the head of U.S. products overseeing the firm’s expansion into new asset classes and, in 2009, oversaw the launch of Dealerweb, its first electronic trading platform for wholesale market participants. Mr. Hult has also been instrumental in numerous acquisitions by Tradeweb, including Hilliard Farber in 2008, Rafferty Capital Markets in 2011, J.J. Kenny Drake in 2011, Nasdaq’s former eSpeed platform for electronic bond trading in 2021, Yieldbroker in 2023 and r8fin in 2024. Prior to joining Tradeweb, Mr. Hult held a variety of trading positions at Société Générale from 1997 to 2000. He received a B.A. from Denison University. Mr. Hult is qualified to serve on our Board due to his extensive experience in our industry and deep knowledge of our business that he has developed in his over 20 year tenure at Tradeweb. | |||
16 | TRADEWEB |
Lisa Opoku | Independent | |||
Age: 52 | Director Since: March 2024 | ||
Tradeweb Committees: None | Other current public company boards: None | ||
Key Experience and Qualifications: •Extensive business experience across a range of financial markets and geographies and deep knowledge of the financial services industry Ms. Opoku was employed at Goldman Sachs, a multinational investment bank and financial services company, for 20 years, serving as Global Head of The Goldman Sachs Partner Family Office in the Asset and Wealth Management Division from February 2022 to October 2023, the Chief Operating Officer of the Engineering Division from May 2015 to February 2022, the Chief Operating Officer of the Asia Pacific Securities Division from June 2009 to May 2015 and the Chief Operating Officer of FICC Bank Loan Trading and Syndications Division from February 2003 to June 2009. She was named a Partner in 2012. Prior to joining Goldman Sachs in 2003, Ms. Opoku was elected a partner at Richards Spears Kibbe & Orbe LLP. Ms. Opoku currently serves on the board of directors of The University of Minnesota. She received a Bachelor of Arts degree, summa cum laude, from the University of Minnesota and a Juris Doctor from Harvard Law School. Ms. Opoku is qualified to serve on our Board due to her extensive experience across a range of financial markets and geographies and deep knowledge of the financial services industry. | |||
Rana Yared | Independent | |||
Age: 40 | Director Since: August 2022 | ||
Tradeweb Committees: Audit Committee | Other current public company boards: None | ||
Key Experience and Qualifications: •Extensive financial and investment experience •Former member of the board of managers of TWM LLC Ms. Yared has served as a General Partner at Balderton Capital, a leading venture capital investor focused on European founders with global ambitions from seed to exit, since August 2020. Prior to the Reorganization Transactions, Ms. Yared served on the former board of managers of TWM LLC from 2014 to 2019. Ms. Yared previously served as a Partner in the Principal Strategic Investments Group and later in GS Growth at Goldman Sachs, a multinational investment bank and financial services company, from 2006 to August 2020. Ms. Yared currently holds board positions at Wabash College, Ramp and Coro.net. She formerly served on the Penn Fund Board and the boards of NAV, Vestwell and SwapClear. She holds a Bachelor of Science from the Wharton School and a Bachelor of Arts in International Relations, both from the University of Pennsylvania, as well as a Master of Science from the London School of Economics. Ms. Yared is qualified to serve on our Board due to her knowledge of our business, having previously worked with the executive management team as a Board member for five years, and because of her exceptional experience helping companies to scale. | |||
2024 PROXY STATEMENT |
17 |
Troy Dixon | Independent | |||
Age: 52 | Director Since: March 2023 | ||
Tradeweb Committees: Nominating and Corporate Governance Committee | Other current public company boards: None | ||
Key Experience and Qualifications: •Extensive business and management experience and thorough knowledge of our industry Mr. Dixon is the Founder and Chief Investment Officer of Hollis Park Partners LP, an alternative asset manager that specializes in structured products, a position he has held since 2013. Mr. Dixon has nearly 30 years of industry experience, including leading residential mortgage-backed securities trading at Deutsche Bank from 2006 to 2013 and UBS Inc. from 2002 to 2006. Mr. Dixon serves as an independent board member and head of the Audit Committee of Lafayette Square Business Development Corporation. He also serves on the boards of Boys Hope Girls Hope and New Height Youth Inc. He received a Bachelor of Arts degree from College of the Holy Cross. Mr. Dixon is qualified to serve on our Board due to his deep knowledge of the trading industry. | |||
Scott Ganeles | Independent | |||
Age: 59 | Director Since: March 2019 | ||
Tradeweb Committees: Audit Committee, Compensation Committee | Other current public company boards: None | ||
Key Experience and Qualifications: •Extensive business and management experience and thorough knowledge of our industry Mr. Ganeles has served as a Senior Partner of WestCap Group, LLC, a growth equity firm that invests in growth-stage technology businesses in the financial technology, real estate technology and healthcare technology industries, as well as asset-light marketplace platforms, since April 2019. Prior to that, Mr. Ganeles was the Chief Executive Officer of i-Deal from December 2000 until it merged with Hemscott in 2006 to form Ipreo Holdings LLC ("Ipreo"). Mr. Ganeles became Chief Executive Officer of Ipreo after the merger and continued as Chief Executive Officer until August 2018. Prior to Ipreo, Mr. Ganeles was President and Co-Founder of the Carson Group from June 1990 to September 2000. Mr. Ganeles received a B.A. in Political Science from Brown University. Mr. Ganeles is qualified to serve on our Board due to his extensive management, M&A and industry experience. | |||
18 | TRADEWEB |
Catherine Johnson | |||
Age: 55 | Director Since: May 2023 | ||
Tradeweb Committees: None | Other current public company boards: None | ||
Key Experience and Qualifications: •Extensive international business, financial services, mergers and acquisitions and legal experience Ms. Johnson has served as the Group General Counsel of LSEG, a United Kingdom-based financial infrastructure company and our indirect controlling stockholder, since 2015. Ms. Johnson manages an international team of lawyers and compliance professionals and advises the LSEG board and other senior executives of LSEG on all aspects of the LSEG business. Prior to serving as Group General Counsel, Ms. Johnson held positions of increasing responsibility at LSEG beginning in 1996. She is a member of LSEG’s Executive Committee and the Chair of FTSE International Limited, an FCA regulated entity in the United Kingdom. Ms. Johnson holds a law and economics degree from Kings College, Cambridge, and qualified at Herbert Smith in 1993 in its corporate division. Ms. Johnson is qualified to serve on our Board due to her deep legal, regulatory and corporate governance experience. | |||
Murray Roos | |||
Age: 48 | Director Since: March 2021 | ||
Tradeweb Committees: None | Other current public company boards: None | ||
Key Experience and Qualifications: •Global leadership experience across sales, trading and origination Mr. Roos has served as Group Director, Capital Markets and as a member of the Executive Committee of LSEG, a United Kingdom-based financial infrastructure company and our indirect controlling stockholder, since April 2020. Prior to joining LSEG, Mr. Roos held several senior positions at Citigroup, a multinational investment bank and financial services corporation, from April 2015 to March 2020, including Global Co-Head of Equities, and previously led Citigroup’s Multi-Asset Structuring Group. Prior to that, Mr. Roos held various management and trading positions at Deutsche Bank and was previously a trader at UBS. Mr. Roos received a BSc from the University of Cape Town. Mr. Roos is qualified to serve on our Board due to his deep experience in our industry. | |||
2024 PROXY STATEMENT | 19 |
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including the requirement that a majority of its board consist of independent
We rely on all of the exemptions listed above. As a result, we do not have a majority of independent directors and our Nominating and Corporate Governance Committee and Compensation Committee do not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the applicable stock exchange rules.
•Majority independent Board.
•Fully independent Board committees with independent Chairs.
•Director overboarding policy.
•Inclusion and interview of gender and ethnically diverse candidates in any pool of candidates from which board of
•Annual disclosure of consolidated EEO-1 report in our Corporate Sustainability Report. •Robust whistleblowing procedures and strict non-retaliation policy. • |
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Board oversight of environmental, social and governance (“ESG”("ESG") initiatives and key risk matters.
•No shareholderstockholder rights plan.
•Active stockholder engagement.
•Proactive Board and Committee refreshment with focus on diversity and the optimal mix of skills, experience and experience.
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Corporate Governance
BOARD LEADERSHIP
20 | TRADEWEB |
The
Ms. Madoff, our Lead Independent Director, is a non-employee, independent director who has been elected by
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sessions of the independent and non-management (if different) directors; collaborating with the Chief Executive Officer and
coordinating with the Chairperson and the Chief Executive
serving as liaison between the Chief Executive Officer and the Chairperson and the independent directors;
being available for consultation and communication with major stockholders upon request; and
having the authority to call
Our Investor Relations team
Last In addition, in fiscal year the Company received
Corporate Governance
Board Diversity Policy, the Company appointed one female director to the Board in August 2022 and one diverse director to the Board in March 2023. In addition, the Board, after both considering the stockholder vote on the proposal and feedback from stockholders as part of the Company’s engagement program on the topic, revised its Corporate Governance Guidelines in March 2023 to adopt the “Rooney Rule” in director searches (in addition to its current Board Diversity Policy). For details, please see “—Director Nominations and Diversity” below.
2024 PROXY STATEMENT | 21 |
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Corporate Governance
The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders on
22 | TRADEWEB |
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| 23 |
Jacques Aigrain | Balbir Bakhshi | Steven Berns | Troy Dixon | Scott Ganeles | Billy Hult | Catherine Johnson | Paula B. Madoff | Lisa Opoku | Thomas Pluta | Murray Roos | Rana Yared | |||
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Corporate Governance
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Aigrain | Bakhshi | Berns | Dixon | Finley | Ganeles | Hult | Madoff | Olesky | Pluta | Roos | Yared | |||||||||||||||||||||||||||||||||||||||||||||||||
Knowledge, Skills and Experience | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital Markets/ Fixed Income | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||||||||||||||||||||
Financial Expertise | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||||||||||||||||||||||||
Electronic Trading | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||||||||||||||||||||||||
Global Leadership/ Human Capital | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||||||||||||||||||||
Corporate Governance | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal & Regulatory | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk Management/ Information Technology & Systems | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mergers & Acquisitions | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||||||||||||||||||||||||
Demographics | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RACE/ETHNICITY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
African American/ Black | ü | ü | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asian/ Pacific Islander | ü | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
White/Caucasian | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Does Not Self- Identify | ü | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GENDER | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Male | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Female | ü | ü | ü | ü |
Total Number of Directors: 12 | |||||||
Female | Male | Non- Binary | Did Not Disclose Gender | ||||
Part I: Gender Identity | |||||||
Directors | 4 | 8 | — | — | |||
Part II: Demographic Background | |||||||
African American or Black | 1 | 1 | — | — | |||
Alaskan Native or Native American | — | — | — | — | |||
Asian | — | 1 | — | — | |||
Hispanic or Latinx | — | — | — | — | |||
Native Hawaiian or Pacific Islander | — | — | — | — | |||
White | 2 | 6 | — | — | |||
Two or More Races or Ethnicities | — | — | — | — | |||
LGBTQ+ | — | — | — | — | |||
Did Not Disclose Demographic Background | 1 | — | — | — |
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Corporate Governance
Board Diversity Matrix (As of March 23, 2023) |
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Total Number of Directors: 12 | ||||||||||||||||||||
| Female | Male | Non- Binary |
Did Not Disclose Gender | ||||||||||||||||
Part I: Gender Identity | ||||||||||||||||||||
Directors | 2 | 10 | — | — | ||||||||||||||||
Part II: Demographic Background | ||||||||||||||||||||
African American or Black | — | 1 | — | — | ||||||||||||||||
Alaskan Native or Native American | — | — | — | — | ||||||||||||||||
Asian | — | 1 | — | — | ||||||||||||||||
Hispanic or Latinx | — | — | — | — | ||||||||||||||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||||||||
White | 1 | 8 | — | — | ||||||||||||||||
Two or More Races or Ethnicities | — | — | — | — | ||||||||||||||||
LGBTQ+ | — | — | — | — | ||||||||||||||||
Did Not Disclose Demographic Background | 1 |
The Compensation Committee oversees risks relating to the Company’s compensation policies and
these matters at each regularly scheduled Board meeting. The Board and Audit Committee
•Our Bylaws;
•Our Amended and Restated Certificate of Incorporation;
•Our Code of Business Conduct and Ethics, as amended;
•The charters approved by the Board for the Audit Committee, the Compensation Committee and the Nominating and
•Our Corporate Governance Guidelines, as amended.
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Corporate Governance
BOARD MEETINGS AND COMMITTEES
Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||||||||||||
Jacques Aigrain | Chair | ||||||||||||||
Balbir Bakhshi | |||||||||||||||
Steven Berns | Chair | ||||||||||||||
Troy Dixon | |||||||||||||||
John Finley | Chair | ||||||||||||||
Scott Ganeles | |||||||||||||||
Billy Hult | |||||||||||||||
Paula Madoff | |||||||||||||||
Lee Olesky | |||||||||||||||
Thomas Pluta | |||||||||||||||
Murray Roos | |||||||||||||||
Rana Yared | |||||||||||||||
Total Meetings in 2022 | 7 | 4 | 3 |
Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||
Jacques Aigrain | Chair | ü | |||
Balbir Bakhshi | |||||
Steven Berns | Chair | ||||
Troy Dixon | ü | ||||
Scott Ganeles | ü | ü | |||
Billy Hult | |||||
Catherine Johnson | |||||
Paula Madoff | ü | ü | Chair | ||
Lisa Opoku | |||||
Thomas Pluta | |||||
Murray Roos | |||||
Rana Yared | ü | ||||
Total Meetings in 2023 | 8 | 4 | 4 |
2024 PROXY STATEMENT | 25 |
•overseeing the quality and integrity of the Company’s financial statements, including oversight of the Company’s
•overseeing the Company’s compliance with legal and regulatory requirements applicable to financial statements and
•overseeing the independent registered public accounting firm’s qualifications, performance and independence;
•overseeing the performance of the Company’s internal audit function;
•preparing the audit committee report required by the SEC to be included in the Company’s annual proxy statement; and
and
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Corporate Governance
also determined that
•establishing and reviewing the overall compensation philosophy of the Company;
•reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s and other executive
•evaluating the performance of the Chief Executive Officer and determining and approving, or recommending to the
•reviewing and approving, or recommending to the Board, the annual salary, bonus, equity and equity-based
•with respect to executive compensation programs: (i) reviewing and approving, or recommending to the full Board,
26 | TRADEWEB |
•reviewing and recommending to the Board the form and amount of director compensation, in accordance with the Company’s Non-Employee Director Compensation Policy, as well as making recommendations regarding directors’ and officers’ indemnification and insurance matters; • |
reviewing and approving or recommending to the Board, any employment or service-related contracts or transaction
•reviewing and approving, or recommending to the Board, the Company’s equity-based plans, equity-based awards
•overseeing the Company’s strategies and policies related to human capital management, including with respect to
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Corporate Governance
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
•identifying individuals qualified to become directors, consistent with the criteria approved by the Board from time to
•overseeing the evaluation of the Board and management;
•recommending members of the Board to serve on committees of the Board and evaluating the functions and
•overseeing and approving the Board and management continuity planning process;
•overseeing the Company’s ESG strategy and goals; and
•otherwise taking a leadership role in shaping the corporate governance of the Company.
2024 PROXY STATEMENT | 27 |
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Corporate Governance
manage Corporate Social Responsibility Committee is responsible for ESG oversight and ESG initiatives globallyguidance, the Compensation Committee has
inclusion, and the Audit
2023.
December 31, 2023.
28 | TRADEWEB |
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Corporate Governance
Further details regarding our ESG initiatives, which include our DE&I initiatives, as well as our Corporate
2024 PROXY STATEMENT |
30 |
TRADEWEB |
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(1)Audit services include audit work performed on the financial statements and internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits and discussions surrounding the proper application of financial accounting and/or reporting standards. (2)Audit-related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, employee benefit plan audits and special procedures required to meet certain regulatory requirements. (3)Tax services include all services, except those services specifically related to the financial statements, performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting with coordination of execution of tax-related activities, primarily in the area of corporate development; supporting other tax-related regulatory requirements; tax planning; and tax compliance and reporting. (4)All other services are those services not captured in the Audit, Audit-Related or Tax categories. |
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Prior to engagement, the Audit Committee pre-approves independent registered public accounting firm services within
| Fiscal Year Ended December 31, 2022 | Fiscal Year Ended December 31, 2021 | ||||||||
Audit Fees(1) | $ | 4,099,058 | $ | 4,006,250 | ||||||
Audit-related Fees(2) | 600,000 | — | ||||||||
Tax Fees(3) | — | — | ||||||||
All Other Fees(4) | 4,926 | 4,926 | ||||||||
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Total | $ | 4,703,984 | $ | 4,011,176 |
Fiscal Year Ended December 31, 2023 | Fiscal Year Ended December 31, 2022 | ||
Audit Fees(1) | $4,367,489 | $4,099,058 | |
Audit-related Fees(2) | 618,000 | 600,000 | |
Tax Fees(3) | — | — | |
All Other Fees(4) | 4,926 | 4,926 | |
Total | $4,990,415 | $4,703,984 |
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2024 PROXY STATEMENT |
32 | TRADEWEB |
2024 PROXY STATEMENT |
33 |
34 | TRADEWEB |
•each person or entity who is known by us to beneficially own more than 5% of our Class A common stock or our
•each of our directors and named executive officers; and
•all of our directors and executive officers as a group, all of our executive officers as a group and all of our directors
Name of beneficial owner | Class A Common Stock (on a fully exchanged and converted basis)(1) | Class B Common Stock (on a fully exchanged basis)(2) | Combined Voting Power(3) | ||||||||||||||||||||||
Number | % | Number | % | % | |||||||||||||||||||||
Entities affiliated with Refinitiv(4) | 119,921,521 | 51.2% | 119,921,521 | 99.9% | 91.2% | ||||||||||||||||||||
BlackRock, Inc.(5) | 13,366,523 | 5.7% | — | — | 1% | ||||||||||||||||||||
The Vanguard Group(6) | 10,276,137 | 4.4% | — | — | * | ||||||||||||||||||||
T. Rowe Price Investment Management, Inc.(7) | 7,322,321 | 3.1% | — | — | * | ||||||||||||||||||||
Wellington Management Group LLP(8) | 6,173,424 | 2.6% | |||||||||||||||||||||||
Ownership Capital B.V.(9) | 5,194,980 | 2.2% | — | — | * | ||||||||||||||||||||
Lee Olesky(10) | 797,635 | * | — | — | * | ||||||||||||||||||||
Billy Hult(11) | 403,294 | * | — | — | * | ||||||||||||||||||||
Sara Furber(12) | 31,073 | * | — | — | * | ||||||||||||||||||||
Enrico Bruni(13) | 201,768 | * | — | — | * | ||||||||||||||||||||
Justin Peterson(14) | 56,413 | * | — | — | * | ||||||||||||||||||||
Jacques Aigrain(15) | 1,418 | * | — | — | * | ||||||||||||||||||||
Balbir Bakhshi(16) | — | — | — | — | — | ||||||||||||||||||||
Steven Berns(17) | 1,125 | * | — | — | * | ||||||||||||||||||||
Troy Dixon | — | — | — | — | |||||||||||||||||||||
John Finley | — | — | — | — | — | ||||||||||||||||||||
Scott C. Ganeles(18) | 8,729 | * | — | — | * | ||||||||||||||||||||
Catherine Johnson(19) | — | — | — | — | — | ||||||||||||||||||||
Paula B. Madoff(20) | 8,729 | * | — | — | * | ||||||||||||||||||||
Thomas Pluta(21) | 8,729 | * | — | — | * | ||||||||||||||||||||
Murray Roos(22) | — | — | — | — | — | ||||||||||||||||||||
Rana Yared(23) | 1,418 | * | — | — | * | ||||||||||||||||||||
All executive officers and directors as a group (18 persons)(24) | 1,565,441 | | * | | — | — | * |
Class A Common Stock (on a fully exchanged and converted basis)(1) | Class B Common Stock (on a fully exchanged basis)(2) | Combined Voting Power(3) | |||||||
Name of beneficial owner | Number | % | Number | % | % | ||||
Certain Stockholders | |||||||||
Entities affiliated with Refinitiv(4) | 119,921,521 | 50.8% | 101,921,521 | 99.9% | 89.9% | ||||
Named Executive Officers | |||||||||
Billy Hult(5) | 307,426 | * | — | — | * | ||||
Sara Furber(6) | 21,165 | * | — | — | * | ||||
Thomas Pluta (7) | 17,930 | * | — | — | * | ||||
Enrico Bruni (8) | 140,058 | * | — | — | * | ||||
Justin Peterson (9) | 11,152 | * | — | — | * | ||||
Directors | |||||||||
Jacques Aigrain | 1,418 | * | — | — | * | ||||
Balbir Bakhshi (10) | — | — | — | — | — | ||||
Steven Berns | 731 | * | — | — | * | ||||
Troy Dixon | — | — | — | — | — | ||||
Scott Ganeles | 8,729 | * | — | — | * | ||||
Catherine Johnson(11) | — | — | — | — | — | ||||
Paula Madoff | 8,729 | * | — | — | * | ||||
Lisa Opoku | — | — | — | — | — | ||||
Murray Roos(12) | — | — | — | — | — | ||||
Rana Yared | — | — | — | — | — | ||||
All Executive Officers and Directors as a Group (17 persons)(13) | 534,673 | 0.2% | — | — | — | ||||
All executive officers as a group (7 persons)(14) | 515,066 | 0.2% | — | — | — | ||||
All directors as a group (12 persons)(15) | 344,963 | 0.1% | — | — | — |
2024 PROXY STATEMENT |
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TRADEWEB |
Security Ownership of Certain Beneficial Owners and Management
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Executive Officers of the Company
2024 PROXY STATEMENT |
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2023.
NEO | Title | |
Billy Hult | ||
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Sara Furber | Chief Financial Officer | |
Thomas Pluta | President | |
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Enrico Bruni | Managing Director, Head of Europe and Asia Business | |
Justin Peterson | Chief Technology Officer |
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Executive Compensation
Key Governance Features of Executive Compensation Program
Our executive compensation program is grounded in governance and design features that serve stockholders’ long-term interests. We avoid certain practices that do not align with those interests.
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Executive Compensation Philosophy and Objectives
Our executive compensation program is designed to attract, retain and motivate highly skilled executives to drive long-term performance and growth. We believe that investing in our talent through a market-based and flexible total compensation program has been critical to our success, enabling us to promote both short- and long-term profitable growth of the Company and achieve our ultimate goal of bringing value to our stockholders. Our compensation philosophy emphasizes creating an “ownership mentality” to align our executives’ interests with those of our stockholders. To that end, our total compensation program is guided by the following principles:
* performance culture | ||
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Compensation Determination Process
The Compensation Committee is responsible for establishing and overseeing the executive compensation arrangements for our executive officers, including our NEOs, as described above in the section titled “Corporate Governance — Compensation Committee.” The Compensation Committee charter, which delineates the topics within the Compensation Committee’s oversight role, is available on our website.
During 2022, the Compensation Committee met four times, along with, at the request of the Compensation Committee, Mr. Olesky, as the Chief Executive Officer and our General Counsel, as needed.
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Executive Compensation
In performing its duties, the Compensation Committee’s responsibilities and actions in 2022 included:
Confirming achievement of performance goals in respect of the annual bonus for Messrs. Olesky and Hult for the prior calendar year and, with respect to Mr. Hult, setting performance goals for the upcoming calendar year.
Approving the methodology for determining the Company’s annual cash bonus program payout pool (for NEOs other than Messrs. Olesky and Hult) for the upcoming calendar year.
Reviewing bonus allocations with respect to the prior calendar year as recommended by Mr. Olesky.
Confirming achievement of performance goals in respect of equity awards, including the performance-based restricted stock units granted in the prior calendar year.
Establishing a pool for annual equity grants for the upcoming calendar year.
Allocating equity grants from the pool to Messrs. Olesky and Hult.
Establishing performance goals for (i) performance-based restricted stock unit grants and (ii) performance-based multipliers for annual cash bonuses for Messrs. Olesky and Hult.
The Compensation Committee has delegated certain responsibilities to the Chief Executive Officer and generally relies on his recommendation for decisions concerning compensation for NEOs other than the Chief Executive Officer (and in 2022, other than with respect to Messrs. Olesky and Hult). For the NEOs other than the Chief Executive Officer (and in 2022, other than with respect to Messrs. Olesky and Hult), the Chief Executive Officer consults with and makes recommendations to the Compensation Committee regarding base salary adjustments, if any, annual cash bonus amounts and equity awards, which recommendations are reviewed and discussed by the Committee. The Compensation Committee approves these compensation elements and provides the Chief Executive Officer with discretion to make further reasonable adjustments that he deems prudent.
Role of Compensation Consultants
During 2022, the Company worked with ClearBridge Compensation Group (“ClearBridge”) to ensure that its executive compensation program was competitive, aligned executive incentives with stockholder interests and offered appropriate retention and performance incentives. The Compensation Committee did not directly engage with ClearBridge or retain any other independent compensation consultant in 2022, but the Company consulted with ClearBridge from time to time on compensation matters, primarily with a focus on compensation-related matters for 2023. In 2023, ClearBridge was engaged directly by the Compensation Committee. The Compensation Committee believes that, given the nature and scope of the services provided by ClearBridge prior to their engagement in 2023, the provision of additional services to management did not raise any conflict of interest pursuant to applicable securities laws and stock exchange listing rules and did not impair ClearBridge’s ability to provide independent advice to the Compensation Committee concerning executive compensation matters and concluded that no conflicts of interest existed.
Internal Pay Equity
During 2022, we conducted our internal annual pay equity analysis in furtherance of our commitment to having our employees in similar job levels paid fairly based on justifiable compensation factors, such as tenure and performance, and not on discriminatory factors, including gender and race. Across all levels, we concluded that, based on our analysis, employees were fairly paid with employee gender and race not materially affecting pay.
“Say-on-Pay” Vote and Stockholder Engagement
The say-on-pay vote (“Say-on-Pay”) is one of our opportunities to receive feedback from stockholders regarding our executive compensation program. We conducted our first Say-on-Pay vote and frequency of Say-on-Pay vote in 2021 at which time our Say-on-Pay vote was approved by approximately 99% of the eligible votes, indicating strong support for our executive compensation program, and our stockholders approved a frequency of every three years for the Say-on-Pay vote. In furtherance of the Company’s interest in stockholder engagement and our pay-for-performance philosophy, the Company, including our Compensation Committee, has continued to examine our executive compensation program to ensure alignment between the interests of our executives and our stockholders. Our next Say-on-Pay vote will be held in 2024.
In addition to the feedback that we receive from our Say-on-Pay vote, we also regularly engage with stockholders regarding compensation topics and take their perspectives into consideration in connection with our
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Executive Compensation
executive compensation program. Specifically, when developing the go-forward compensation program for 2023, we took stockholder feedback into account. Please see “—Fiscal 2023 Compensation Decisions” for a summary of compensation decisions made thus far during fiscal 2023, including, among other items, the grant of a new form of equity award to certain executive officers in March 2023 that vests based on achievement of Company total shareholder return targets over a three-year performance period.
Principal Elements of Executive Compensation
The principal elements of our executive compensation program during 2022 included base salary, annual cash bonus tied to performance metrics, long-term incentive awards and other benefits and perquisites. Our executive compensation program consists of a mix of fixed and variable pay elements, with the latter tied to both short- and long-term company success. Performance-based pay elements are linked to goals that we believe will deliver both year-over-year and long-term increases in stockholder value.
The elements of total direct executive compensation for our NEOs and their key objectives are summarized below:
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Executive Compensation
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Constant currency Adjusted EBITDA margin, adjusted diluted earnings per share and change in revenue on a constant currency revenue growthbasis are non-GAAP financial measures used
38 | TRADEWEB |
What We Do | What We Don’t Do |
Pay-for-performance. Approximately 94% of our executive target compensation is at-risk variable compensation. 76% of target annual equity grants and cash bonuses made to the NEOs in March 2023 were tied directly to company performance. | Hedging/pledging of Company stock. We prohibit our officers and directors from hedging, margining, pledging, short-selling or publicly trading options in our stock. |
Encourage long-term outlook. In 2023, the CEO received an annual grant and all other NEOs received a one-time grant of performance- vesting stock units ("PSUs") that are earned based on achievement of total shareholder return ("TSR") targets over a three-year performance period. In 2024, the Compensation Committee determined to grant PSUs to all NEOs on an annual basis as part of their overall equity mix. In addition, in 2024, the performance-based restricted stock units ("PRSUs") were restructured to vest based on achievement of three- year compound annual growth rate ("CAGR") targets for revenue and Adjusted EBITDA. Please see "Compensation Discussion and Analysis—Fiscal 2024 Compensation Decisions" below for more information. | Excise tax gross-ups. We do not pay excise tax gross-ups on change-in-control payments. |
Rigorous performance goals. The Company establishes rigorous performance goals related to its incentive-based compensation plans. | Repricing or exchange of underwater options. Under our omnibus equity plan, we specifically prohibit share repricing without stockholder approval. |
Clawback policy. In accordance with Exchange Act Rule 10D-1, we maintain a robust clawback policy that requires the clawback of incentive compensation from executive officers in the event of a material misstatement of the financials. In addition, the Compensation Committee has discretion to clawback, from both executive officers and other employees, other incentive-based compensation, including time-based short-term or long-term equity or other incentive awards. | Dividend equivalents on unearned equity awards. Dividend equivalent rights accrued on equity awards are not paid until the underlying award itself vests and becomes payable. |
Maintain a pay-for-performance culture | Annual pay opportunities emphasize variable performance-based compensation with metrics aligned to the Company’s financial results, stock price and business strategy, promoting a high degree of performance orientation in our executive compensation program. |
Foster long-term alignment with stockholders | Outstanding equity awards in the form of annual time-vesting restricted stock units ("RSUs"), PRSUs and PSUs directly tie pay outcomes to value creation, aligning executive and stockholder interest. |
Attraction and retention | Our executive compensation program provides overall target compensation that is intended to attract and retain high-caliber talent. In addition, our long-term incentive awards are granted on varying vesting schedules, continually ensuring that a portion of previously granted equity remains unvested. |
Reflect internal equity considerations | Compensation decisions are made in the context of individual factors and pay equity, fostering growth and motivation through a flexible compensation design. |
2024 PROXY STATEMENT | 39 |
40 | TRADEWEB |
Element | Form | Pay Philosophy/Objectives | Key Features |
Base Salary | Cash | Attract and retain top talent. | • Fixed cash amount. •Increases in 2023 reflect promotion for CEO and increased scope of responsibilities for CFO. •No increases for other NEOs. |
Annual Cash Bonus | Cash | Reward strong Company and individual performance against important short-term goals. | •At-risk variable compensation. •For the Chief Executive Officer, based on achievement of specified annual Company financial performance goals, which are pre-determined by the Compensation Committee. •For NEOs other than the Chief Executive Officer, based on a bonus pool, which is determined based on achievement of annual Company financial performance goals. •Allocations from the pool are determined based on individual and Company performance by recommendation to the Compensation Committee from the Chief Executive Officer. |
Long-Term Incentive Awards | Equity (RSUs) | Encourages retention and rewards the creation of stockholder value over time. | •At-risk variable compensation. •Annual grant of RSUs that vest annually over a three- year period, subject to continuous service. |
Equity (PRSUs) | Promotes performance, supports retention and creates long-term stockholder value and stockholder alignment by creating an “ownership mentality" by tying vesting of the award to long-term Company financial performance. | •At-risk variable compensation. •Annual grant that vests based on achievement of set Company financial goals and continuous service through the third calendar year following the year of grant. •PRSUs granted in 2023 vest based on achievement of company 2023 financial goals of constant currency1 Adjusted EBITDA2 margin3 and year-over-year constant currency revenue growth4. •PRSUs granted in 2024 will vest based on achievement of three-year CAGR targets for constant currency revenue growth4 and constant currency Adjusted EBITDA2. Please see "—Fiscal 2024 Compensation Decisions" for further information regarding this change. | |
Equity (PSUs) | Promotes long-term alignment between executive officers’ incentives and stockholder interests by tying vesting of the award to total shareholder return. | •At-risk variable compensation. •Vest after the end of the three-year performance period. •Target award may be modified based on achievement of cumulative absolute total shareholder return targets during the full three-year performance period. •In 2023, annual award for CEO and one-time award for other NEOs. •In 2024, the PSUs will be included as part of each NEO's go-forward equity mix. Please see "—Fiscal 2024 Compensation Decisions" for further information regarding this change. |
Benefits".
2024 PROXY STATEMENT | 41 |
In 2024, the Compensation Committee exercised this authority to adjust the mix of equity and cash compensation to
2023.
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Executive Compensation
responsibilities. As such, the Compensation CommitteeMr. Hult's salary increased due to his promotion from President to Chief Executive Officer and Mr. Olesky determinedMs.
NEO | Base Salary at December 31, 2021 | Base Salary at December 31, 2022 | Percent Increase | ||||||||||||
Lee Olesky | $ | 770,000 | $ | 770,000 | 0 | % | |||||||||
Sara Furber | $ | 500,000 | $ | 500,000 | 0 | % | |||||||||
Billy Hult | $ | 660,000 | $ | 660,000 | 0 | % | |||||||||
Enrico Bruni | 300,000 GBP | 300,000 GBP | 0 | % | |||||||||||
Justin Peterson | $ | 400,000 | $ | 400,000 | 0 | % |
2022.
NEO | Base Salary at December 31, 2022 | Base Salary at December 31, 2023 | Percent Increase | ||
Billy Hult | $660,000 | $750,000 | 14% | ||
Sara Furber | $500,000 | $600,000 | 20% | ||
Thomas Pluta | N/A | $700,000 | N/A | ||
Enrico Bruni | £300,000 | £300,000 | —% | ||
Justin Peterson | $400,000 | $400,000 | —% |
Messrs. Olesky and Hult were eachis party to an employment agreement with TWM LLC (described further below in the section titled “Executive "Executive
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Level of Performance Achieved | Constant Currency (50% of Bonus) | Payout as a Percentage of Target Bonus(1) | Constant Currency (50% of Bonus) | Payout as a Percentage of Target Bonus (1) | ||||||||||||||||
Threshold | 7 | % | 0 | % | 48.3 | % | 0 | % | ||||||||||||
Target | 13 | % | 100 | % | 51.8 | % | 100 | % | ||||||||||||
Maximum | 17.5 | % | 250 | % | 52.3 | % | 200 | % |
2023.
(1)For actual performance achieved between goals, payout as a percentage |
Our use of constant currencytarget bonus is calculated on a straight-line interpolation basis between
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Executive Compensation
Based on 20222023 Company performance, as confirmed by the Compensation Committee, thethe Company achieved constant
NEO | Target Bonus Opportunity ($) | Weighted Achievement Level (% of Target) | Bonus Earned ($) | ||||||||||||
Lee Olesky | $4,675,000 | 129.2 | % | $6,040,100 | |||||||||||
Billy Hult | $4,125,000 | 129.2 | % | $5,329,500 |
an earned bonus of $3,375,000.
For calendar year 2022 performance, Ms. Furber and Messrs. Bruni and Peterson were each entitledeligible to receive a cash bonus pursuant to the
Each of Ms. Furber and Messrs. Bruni and Peterson was eligible to receive an annual cash bonus from the bonus pool for 2022.
2024 PROXY STATEMENT | 43 |
as
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NEO | Final FY23 Annual Cash Bonus Earned | |
Sara Furber | $1,800,000 | |
Thomas Pluta | $2,200,000 | |
Enrico Bruni | $1,753,810 | (1) |
Justin Peterson | $1,225,000 |
Executive Compensation(1)
Amount for Mr. Bruni was received in British pounds and is reflected in U.S. dollars based on a conversion rate of 1.2373.
With respect
The Performance Modifierperformance modifier for PRSU grants made in calendar year 2022
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Level of Performance Achieved | Constant Currency Revenue Growth (50% of Performance Modifier) | Constant Currency EBITDA Margin (50% of Performance Modifier) | Performance Modifier(1) |
Threshold | 3.0% | 48.3% | 0% |
Target | 11.0% | 51.8% | 100% |
Above Target | 13.0% | 52.3% | 200% |
Maximum | 14.5% | 52.8% | 250% |
Level of Performance Achieved | Constant Currency Revenue (50% of Performance Modifier) | Constant Currency EBITDA (50% of Performance Modifier) | Payout as a Percentage of Target PRSUs(1) | ||||||||||||
Threshold | 7 | % | 48.3 | % | 0 | % | |||||||||
Target | 13 | % | 51.8 | % | 100 | % | |||||||||
Maximum | 16 | % | 52.3 | % | 200 | % |
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Executive CompensationB
Basedased on 20222023 performance, as confirmed by the Compensation Committee, thethe Company achieved constant currency
Once the performance modifier (and therefore, the number of shares ultimately eligible to be
In addition to PRSUs,
Performance Level | Cumulative Absolute TSR for the Performance Period | Performance Modifier(1) |
Below Threshold | Less than 15% | 0% |
Threshold | Equal to 15% | 50% |
Target | Equal to 30% | 100% |
Maximum | Equal to or Greater Than 50% | 250% |
below threshold performance, as applicable.
2024 PROXY STATEMENT | 45 |
NEO | 2022 PRSUs(1) | Value of PRSUs at Time of Grant(2) | 2022 RSUs(1) | Value of RSUs at Time of Grant(2) | Aggregate Value of PRSUs and RSUs at Time of Grant(2) | ||||||||||||||||||||
Lee Olesky | 28,898 | $ | 2,420,000 | 116,656 | (3) | $ | 8,096,000 | (3) | $ | 10,516,000 | (3) | ||||||||||||||
Sara Furber | 13,732 | $ | 1,150,000 | 13,732 | $ | 1,150,000 | $ | 2,300,000 | |||||||||||||||||
Billy Hult | 24,202 | $ | 2,026,750 | 25,963 | $ | 2,174,150 | $ | 4,200,900 | |||||||||||||||||
Enrico Bruni | 11,046 | $ | 925,000 | 11,046 | $ | 925,000 | $ | 1,850,000 | |||||||||||||||||
Justin Peterson | 9,613 | $ | 805,000 | 9,613 | $ | 805,000 | $ | 1,610,000 |
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(1)The number |
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In addition to the Company’s annual grants made in March 2022, on December 14, 2022, the Compensation Committee approved a grant to Mr. Olesky of
TheRSUs, PRSUs and RSUsPSUs awarded to our NEOs provide for accelerated vesting upon the occurrence of certain
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Executive Compensation
Legacy Equity Plans—Options and PRSUs
Each NEO (other than Ms. Furber) holds
2023.
of legal expenses incurred in the negotiation of his employment agreement.
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Executive Compensation
designated employees (as identified in the Securities
Under Section 162(m) of the Internal Revenue Code, as amended by the Tax Cuts and Jobs Act of 2017 (“Section 162(m)”), a publicly held corporation generally is limited to a $1 million annual tax deduction for compensation paid to each of its “covered employees.” The Company has historically taken the position that, as a result of its corporate structure, the deduction limitation imposed by Section 162(m) does not apply to its employees who are employed by TWM LLC or its subsidiaries. However, on December 18, 2020, the Treasury Department released final regulations under Section 162(m) (the “Final Regulations”) that provide that, generally, subject to certain exceptions, when a publicly held corporation (such as the Company) holds a partnership interest (such as our interest in TWM LLC), the corporation must take into account its distributive share of the partnership’s deduction for compensation paid to covered employees of the corporation. These new rules do not apply to compensation that is “grandfathered” under special transition rules for compensation paid in 2020 or that is paid pursuant to a written binding contract that was in effect on December 20, 2019, which is not materially modified or renewed or cancelable by the company after that date. Separately, companies that had an IPO prior to December 2019 can rely on an exception to Section 162(m) for newly public companies (the “Transition Rule”).
By virtue of the Final Regulations, our equity awards granted through 2019 qualified as grandfathered awards, but compensation related to equity awards granted after 2019 and related to future equity awards, along with cash compensation starting in December 2022 (as a result of the Transition Rule), paid to those of our employees considered “covered employees” are subject to the compensation deduction limitations under Section 162(m). While it is only one of many factors, the Compensation Committee considers the impact of Section 162(m) on its compensation arrangements, and it is anticipated that the Compensation Committee will, in its discretion and when it deems appropriate, enter into compensation arrangements with those employees considered “covered employees” under which payments may not be fully deductible under Section 162(m).
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Executive Compensation
Fiscal 2023 2024Compensation Decisions
Thus far in 2023, the
Performance Period | ||||||||||
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In Februaryaddition, in November 2023, the termsCompensation Committee determined to include PSUs as part of Mr. Hult’sthe go-forward
2024 PROXY STATEMENT | 47 |
Also, in January, consistent with 2023, the Compensation Committee approved certain other compensation items related to the executive compensation program. With respect to equity compensation, the Compensation Committee determinedand that the Performance Modifier applicable to PRSUs awarded in fiscal 2023 and scheduled to vest on January 1, 2026 will be determined based on constant currency revenue growth (50%) and constant currency adjusted EBITDA margin (50%). In addition, in an effort to increase alignment with stockholder interests, the maximum payout level for the Performance Modifier was increased to 250% (from 200% in 2022). With respect to cash compensation, the Compensation Committee determined that the 2024
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John Finley
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48 | TRADEWEB |
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) |
Billy Hult Chief Executive Officer(5) | 2023 | 750,000 | — | 10,126,779 | 3,375,000 | 55,879 | 14,307,658 |
2022 | 660,000 | — | 4,200,817 | 5,329,500 | 44,089 | 10,234,406 | |
2021 | 660,000 | — | 3,684,862 | 8,437,500 | 43,417 | 12,825,779 | |
Sara Furber Chief Financial Officer(6) | 2023 | 600,000 | 1,800,000 | 6,176,432 | — | 17,500 | 8,593,932 |
2022 | 500,000 | 1,000,000 | 2,299,835 | — | 16,410 | 3,816,245 | |
2021 | 159,295 | 800,000 | 3,946,830 | — | 210 | 4,906,335 | |
Thomas Pluta President(7) | 2023 | 700,000 | 2,200,000 | 7,676,423 | — | 20,488 | 10,596,911 |
Enrico Bruni Managing Director, Head of Europe and Asia Business(8) | 2023 | 371,190 | 1,753,810 | 6,055,536 | — | 50,667 | 8,231,203 |
2022 | 412,770 | 2,088,179 | 1,849,984 | — | 48,005 | 4,398,938 | |
2021 | 384,750 | 1,946,427 | 1,399,992 | — | 45,201 | 3,776,370 | |
Justin Peterson Chief Technology Officer | 2023 | 400,000 | 1,225,000 | 5,486,536 | — | 40,797 | 7,152,333 |
2022 | 400,000 | 1,350,000 | 1,609,985 | — | 38,031 | 3,398,016 | |
2021 | 375,000 | 1,350,000 | 1,299,951 | — | 37,333 | 3,062,284 |
NEO | PRSU Grant Date Value Based on Maximum Achievement ($) | PSU Grant Date Fair Value Based on Maximum Achievement ($) |
Billy Hult | 7,499,959 | 7,298,410 |
Sara Furber | 3,249,843 | 6,325,265 |
Thomas Pluta | 5,124,833 | 6,325,265 |
Enrico Bruni | 3,098,724 | 6,325,265 |
Justin Peterson | 2,387,473 | 6,325,265 |
2024 PROXY STATEMENT | 49 |
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||||||||||||||||||||
Lee Olesky Chairman of the Board, Former Chief Executive Officer(5) | 2022 | 770,000 | — | 10,515,830 | 6,040,100 | 44,317 | 17,370,247 | ||||||||||||||||||||||||||||
2021 | 770,000 | — | 4,399,913 | 9,562,500 | 39,154 | 14,771,567 | |||||||||||||||||||||||||||||
2020 | 770,000 | — | 3,999,956 | 7,500,000 | 43,038 | 12,312,994 | |||||||||||||||||||||||||||||
Sara Furber Chief Financial Officer(6) | 2022 | 500,000 | 1,000,000 | 2,299,835 | — | 16,410 | 3,816,245 | ||||||||||||||||||||||||||||
2021 | 159,295 | 800,000 | 3,946,830 | — | 210 | 4,906,335 | |||||||||||||||||||||||||||||
Billy Hult Chief Executive Officer, Former President(7) | 2022 | 660,000 | — | 4,200,817 | 5,329,500 | 44,089 | 10,234,406 | ||||||||||||||||||||||||||||
2021 | 660,000 | — | 3,684,862 | 8,437,500 | 43,417 | 12,825,779 | |||||||||||||||||||||||||||||
2020 | 660,000 | — | 3,349,972 | 6,700,000 | 44,700 | 10,754,672 | |||||||||||||||||||||||||||||
Enrico Bruni Managing Director, Head of Europe and Asia Business(8) | 2022 | 412,770 | 2,088,179 | 1,849,984 | — | 48,005 | 4,398,938 | ||||||||||||||||||||||||||||
2021 | 384,750 | 1,946,427 | 1,399,992 | — | 45,201 | 3,776,370 | |||||||||||||||||||||||||||||
2020 | 382,890 | 1,837,500 | 1,249,982 | — | 44,277 | 3,514,649 | |||||||||||||||||||||||||||||
Justin Peterson Chief Technology Officer | 2022 | 400,000 | 1,350,000 | 1,609,985 | — | 38,031 | 3,398,016 | ||||||||||||||||||||||||||||
2021 | 375,000 | 1,350,000 | 1,299,951 | — | 37,333 | 3,062,284 | |||||||||||||||||||||||||||||
2020 | 300,000 | 1,210,000 | 999,970 | — | 37,423 | 2,547,393 |
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NEO | PRSU Grant Date Fair Value Based on Target Achievement ($) | PRSU Grant Date Fair Value Based on Maximum Achievement ($) | ||||||||
Lee Olesky | 2,419,919 | 4,839,837 | ||||||||
Sara Furber | 1,149,918 | 2,299,835 | ||||||||
Billy Hult | 2,026,675 | 4,053,351 | ||||||||
Enrico Bruni | 924,992 | 1,849,984 | ||||||||
Justin Peterson | 804,993 | 1,609,985 |
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Executive CompensationOfficer of
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Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Committee Approval Date | Award Type | Threshold ($) | Target ($)(1) | Maximum ($) | Threshold (#) | Target (#)(2) | Maximum (#)(2) | All Other Shares Units(3) | Grant Date Fair Value of Stock Awards(4) | ||||||||||||||||||||||||||||||||||||||||||||
Lee Olesky | 2022 Cash Bonus | 0 | 4,675,000 | 10,518,750 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
3/15/2022 | 1/20/2022 | 2022 PRSU | — | — | — | 0 | 28,898 | 57,796 | — | 2,419,919 | |||||||||||||||||||||||||||||||||||||||||||||
3/15/2022 | 1/20/2022 | 2022 RSU | — | — | — | — | — | — | 31,000 | 2,595,940 | |||||||||||||||||||||||||||||||||||||||||||||
12/15/2022 | 12/14/2022 | 2022 RSU | (5) | — | — | — | — | — | — | 85,656 | 5,499,972 | ||||||||||||||||||||||||||||||||||||||||||||
Sara Furber | 3/15/2022 | 1/20/2022 | 2022 PRSU | — | — | — | 0 | 13,732 | 27,464 | — | 1,149,918 | ||||||||||||||||||||||||||||||||||||||||||||
3/15/2022 | 1/20/2022 | 2022 RSU | — | — | — | — | — | — | 13,732 | 1,149,918 | |||||||||||||||||||||||||||||||||||||||||||||
Billy Hult | 2022 Cash Bonus | 0 | 4,125,000 | 9,281,250 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
3/15/2022 | 1/20/2022 | 2022 PRSU | — | — | — | 0 | 24,202 | 48,404 | — | 2,026,675 | |||||||||||||||||||||||||||||||||||||||||||||
3/15/2022 | 1/20/2022 | 2022 RSU | — | — | — | — | — | — | 25,963 | 2,174,142 | |||||||||||||||||||||||||||||||||||||||||||||
Enrico Bruni | 3/15/2022 | 1/20/2022 | 2022 PRSU | — | — | — | 0 | 11,046 | 22,092 | — | 924,992 | ||||||||||||||||||||||||||||||||||||||||||||
3/15/2022 | 1/20/2022 | 2022 RSU | — | — | — | — | — | — | 11,046 | 924,992 | |||||||||||||||||||||||||||||||||||||||||||||
Justin Peterson | 3/15/2022 | 1/20/2022 | 2022 PRSU | — | — | — | 0 | 9,613 | 19,226 | — | 804,993 | ||||||||||||||||||||||||||||||||||||||||||||
3/15/2022 | 1/20/2022 | 2022 RSU | — | — | — | — | — | — | 9,613 | 804,993 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | ||||||||||
Name | Grant Date | Committee Approval Date | Award Type | Threshold ($)(1) | Target ($)(2) | Maximum ($) | Threshold (#)(3) | Target (#)(4) | Maximum (#)(4) | All Other Stock Awards: Number of Shares of Stock or Units(5) | Grant Date Fair Value of Stock Awards(6) |
Billy Hult | 2023 Cash Bonus | — | 2,250,000 | 3,375,000 | — | — | — | — | — | ||
3/15/2023 | 1/20/2023 | 2023 PRSU | — | — | — | — | 43,128 | 107,820 | — | 2,999,984 | |
3/15/2023 | 1/20/2023 | 2023 RSU | — | — | — | — | — | — | 43,128 | 2,999,984 | |
3/15/2023 | 1/20/2023 | 2023 PSU | — | — | — | 20,985 | 41,969 | 104,923 | — | 4,126,812 | |
Sara Furber | 3/15/2023 | 1/20/2023 | 2023 PRSU | — | — | — | — | 18,688 | 46,720 | — | 1,299,937 |
3/15/2023 | 1/20/2023 | 2023 RSU | — | — | — | — | — | — | 18,688 | 1,299,937 | |
3/15/2023 | 1/20/2023 | 2023 PSU | — | — | — | 18,187 | 36,373 | 90,933 | — | 3,576,557 | |
Thomas Pluta | 3/15/2023 | 1/20/2023 | 2023 PRSU | — | — | — | — | 29,470 | 73,675 | — | 2,049,933 |
3/15/2023 | 1/20/2023 | 2023 RSU | — | — | — | — | — | — | 29,470 | 2,049,933 | |
3/15/2023 | 1/20/2023 | 2023 PSU | — | — | — | 18,187 | 36,373 | 90,933 | — | 3,576,557 | |
Enrico Bruni | 3/15/2023 | 1/20/2023 | 2023 PRSU | — | — | — | — | 17,819 | 44,548 | — | 1,239,490 |
3/15/2023 | 1/20/2023 | 2023 RSU | — | — | — | — | — | — | 17,819 | 1,239,490 | |
3/15/2023 | 1/20/2023 | 2023 PSU | — | — | — | 18,187 | 36,373 | 90,933 | — | 3,576,557 | |
Justin Peterson | 3/15/2023 | 1/20/2023 | 2023 PRSU | — | — | — | — | 13,729 | 34,323 | — | 954,989 |
3/15/2023 | 1/20/2023 | 2023 RSU | — | — | — | — | — | — | 13,729 | 954,989 | |
3/15/2023 | 1/20/2023 | 2023 PSU | — | — | — | 18,187 | 36,373 | 90,933 | — | 3,576,557 |
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Messrs. Olesky and
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agreements. Executive Compensation
Mr. Olesky—Former Chief Executive Officer
TWM LLC is party to an employment agreement with Mr. Olesky for the position of Chief Executive Officer of TWM LLC. For as long as Mr. Olesky served as Chief Executive Officer, he was entitled to be a member of the Board. Mr. Olesky’s employment agreement provides for one-year terms with automatic one-year extensions unless either TWM LLC or Mr. Olesky provides written notice of intent not to renew at least 90 days prior to the expiration of the then-applicable term. He was entitled to a base salary of $770,000 per year, subject to increase at the discretion of the Board and/or the compensation committee of the Board. Mr. Olesky was also eligible to participate in an annual bonus plan, described above in the section titled “Fiscal 2021 Compensation Program in Detail—Annual Cash Bonuses.” Mr. Olesky was also entitled to participate in TWM LLC’s executive employee benefit plans, including its equity-based plans, and was entitled to six weeks of paid vacation annually.
Mr. Olesky’s employment agreement subjects Mr. Olesky to the following restrictive covenants: (i) non-solicitation of employees of TWM LLC and non-interference with customers and clients of TWM LLC during employment and the Non-Solicitation Period (as defined below); (ii) non-competition during employment and the CEO Non-Competition Period (as defined below); and (iii) perpetual non-disclosure of confidential information. The “CEO Non-Competition Period” means (x) in the event of a termination without Cause or resignation for Good Reason (each as defined in his employment agreement), eighteen months following termination; and (y) in the event of a termination for any other reason, twelve months following termination; provided, that, in the event Mr. Olesky resigned without Good Reason, Mr. Olesky’s service as a non-executive director or in a similar capacity with respect to a Restricted Enterprise (as defined in his employment agreement) is not deemed to be a violation of the noncompetition restriction, unless the Restricted Enterprise is ICAP, MarketAxess, IHS Markit or Bloomberg, in which case such service is not permitted for six months following termination. The “Non-Solicitation Period” means, (x) in the event of a termination without Cause or resignation for Good Reason, eighteen months following termination; and (y) in the event of a termination for any other reason, twelve months following termination. Mr. Olesky’s employment agreements also provides for benefits upon certain terminations of employment, including his retirement as described below under the section titled “Potential Payments upon Termination or Change in Control.”
Mr. Olesky retired effective as of December 31, 2022, and continues to serve as Chairman of the Board.
TWM LLC was party to an employment agreement with Mr. Hult for his position of President of TWM LLC (the “Prior Hult Agreement”). Pursuant to the Prior Hult Agreement, Mr. Hult was entitled to a base salary of $660,000 per year, subject to increase at the discretion of the Board and/or the compensation committee of the Board. Mr. Hult was also eligible to participate in an annual bonus plan, as described above in the section titled “Fiscal 2022 Compensation Program in Detail—Annual Cash Bonuses.” Mr. Hult was also entitled to participate in TWM LLC’s executive employee benefit plans, including equity-based plans, and entitled to six weeks of paid vacation annually.
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Executive Compensation
other reason (the “Restriction Period”"Restriction Period"); (3)
Control".
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Name | Year of Grant | Number of securities underlying unexercised options exercisable (#) | Option exercise price ($) | Option expiration date | Number of stock that have (#) | Market value vested(1) ($) | ||||||||||||||||||||||||
Lee Olesky | 2018 | 691,417 | (2) | 20.59 | 10/26/2028 | — | — | |||||||||||||||||||||||
2020 | — | — | — | 120,057 | (3) | 7,795,301 | (4) | |||||||||||||||||||||||
2021 | — | — | — | 79,107 | (5) | 5,136,418 | (4) | |||||||||||||||||||||||
2022 | �� | — | — | — | 153,992 | (6) | 9,998,701 | (4) | ||||||||||||||||||||||
Sara Furber | 2021 | — | — | — | 33,779 | (7) | 2,193,270 | (8) | ||||||||||||||||||||||
2022 | — | — | — | 31,473 | (9) | 2,043,542 | (8) | |||||||||||||||||||||||
Billy Hult | 2018 | 352,900 | 20.59 | 10/26/2028 | — | — | ||||||||||||||||||||||||
2020 | — | — | — | 100,548 | (10) | 6,528,582 | (11) | |||||||||||||||||||||||
2021 | — | — | — | 66,251 | (12) | 4,301,677 | (11) | |||||||||||||||||||||||
2022 | — | — | — | 57,231 | (13) | 3,716,009 | (11) | |||||||||||||||||||||||
Enrico Bruni | 2018 | 167,754 | 20.59 | 10/26/2028 | — | — | ||||||||||||||||||||||||
2020 | — | — | — | 37,518 | (14) | 2,436,044 | (15) | |||||||||||||||||||||||
2021 | — | — | — | 25,171 | (16) | 1,634,353 | (15) | |||||||||||||||||||||||
2022 | — | — | — | 25,317 | (17) | 1,643,833 | (15) | |||||||||||||||||||||||
Justin Peterson | 2018 | 43,550 | 20.59 | 10/26/2028 | — | — | ||||||||||||||||||||||||
2020 | — | — | — | 30,014 | (18) | 1,948,809 | (19) | |||||||||||||||||||||||
2021 | — | — | — | 21,574 | (20) | 1,400,800 | (19) | |||||||||||||||||||||||
2022 | — | — | — | 22,032 | (21) | 1,430,538 | (19) |
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Option Awards | Stock Awards | |||||||||||||
Name | Year of Grant | Number of securities underlying unexercised options exercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | ||||||
Billy Hult | 2018 | 242,900 | 20.59 | 10/26/2028 | — | — | — | — | ||||||
2021 | — | — | — | 57,969 | (2) | 5,268,223 | (3) | — | — | |||||
2022 | — | — | — | 48,577 | (4) | 4,414,678 | (3) | — | — | |||||
2023 | — | — | — | 121,319 | (5) | 11,025,477 | (3) | 41,969 | (6) | 3,814,143 | (7) | |||
Sara Furber | 2021 | — | — | — | 17,107 | (8) | 1,554,684 | (9) | — | — | ||||
2022 | — | — | — | 26,896 | (10) | 2,444,308 | (9) | — | — | |||||
2023 | — | — | — | 52,569 | (11) | 4,777,471 | (9) | 36,373 | (6) | 3,305,578 | (12) | |||
Thomas Pluta | 2023 | — | — | — | 82,899 | (13) | 7,533,861 | (14) | 36,373 | (6) | 3,305,578 | (15) | ||
Enrico Bruni | 2018 | 167,754 | 20.59 | 10/26/2028 | — | — | — | — | ||||||
2021 | — | — | — | 22,024 | (16) | 2,001,541 | (17) | — | — | |||||
2022 | — | — | — | 21,635 | (18) | 1,966,189 | (17) | — | — | |||||
2023 | — | — | — | 50,125 | (19) | 4,555,360 | (17) | 36,373 | (6) | 3,305,578 | (20) | |||
Justin Peterson | 2018 | 10,000 | 20.59 | 10/26/2028 | — | — | — | — | ||||||
2021 | — | — | — | 18,203 | (21) | 1,654,289 | (22) | — | — | |||||
2022 | — | — | — | 18,828 | (23) | 1,711,089 | (22) | — | — | |||||
2023 | — | — | — | 38,620 | (24) | 3,509,786 | (22) | 36,373 | (6) | 3,305,578 | (25) |
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Option awards | Stock awards | |||||||||||||||||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#)(2) | Value realized on vesting ($)(3) | ||||||||||||||||
Lee Olesky | 292,158 | 18,913,535 | 330,582 | 32,801,126 | ||||||||||||||||
Sara Furber | — | — | 19,384 | 1,720,330 | ||||||||||||||||
Billy Hult | 100,000 | 7,060,570 | 275,933 | 27,377,877 | ||||||||||||||||
Enrico Bruni | — | — | 53,274 | 5,239,360 | ||||||||||||||||
Justin Peterson | 55,000 | 2,521,053 | 43,477 | 4,266,496 |
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2023
.Option awards | Stock awards | ||||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#)(2) | Value realized on vesting ($)(3) | |||
Billy Hult | 110,000 | 6,546,022 | 119,045 | 8,070,383 | |||
Sara Furber | — | — | 21,373 | 1,656,625 | |||
Thomas Pluta | — | — | 1,123 | 83,102 | |||
Enrico Bruni | — | — | 44,931 | 3,049,270 | |||
Justin Peterson | 33,550 | 2,132,705 | 37,064 | 2,522,458 |
Pursuant to his employment agreement, in connection with his retirement on December 31, 2022, Mr. Olesky is entitled to continuation of healthcare benefits generally provided to senior executive officers, including employee contributions, until Mr. Olesky reaches age 65, or, if not permitted by applicable law, private health insurance on substantially similar terms and conditions.
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Executive Compensation
Pursuant to the Prior Hult Agreement, if (i)If Mr. Hult wasis terminated by TWM LLCthe Company without “Cause”, (ii) Mr. Hult resigned for Good Reason (as such terms are defined in the Prior Hult Agreement), or (iii) TWM LLC elected not to renew Mr. Hult’s employment agreement prior to any renewal term and Mr. Hult’s employment agreement and employment was terminated, Mr. Hult would have been entitled to the following, subject in each case to his execution of a release of claims and continued compliance with restrictive covenants: (A) continuation of his base salary for eighteen months following termination, (B) the average annual bonus earned by him for the two calendar years ending immediately prior to the year of termination, payable in equal installments over eighteen months, (C) a pro rata bonus for the year of termination based on actual TWM LLC performance for the year of termination, payable at the time when bonuses are otherwise paid, (D) continuation of healthcare benefits for eighteen months and (E) any earned but unpaid base salary, accrued vacation pay and unreimbursed business expenses and other benefits payable in accordance with TWM LLC policies. Pursuant to Mr. Hult’s new amended and restated employment agreement, effective as of January 1, 2023, he is entitled to the following if he is terminated without Cause, or as a result of a Company nonrenewal of thehis employment
2024 PROXY STATEMENT | 53 |
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Executive Compensation
account the applicable federal, state and local income taxes and the Excise Tax, results in the executive’sMr.
54 | TRADEWEB |
below.
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Executive Compensation
RSUs
and settle on the originally
2024 PROXY STATEMENT | 55 |
Executive | Termination without Cause | Termination due to death or Disability | Termination due to Retirement(1) | Change in Control | ||||||||||||
Sara Furber |
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Salary Continuation | $ | 500,000 | (2) | — | — | — | ||||||||||
Benefits Continuation | $ | 41,426 | (3) | — | — | — | ||||||||||
Payment in respect of Bonus | $ | 1,600,000 | (4) | — | — | — | ||||||||||
Value of Equity Awards: | RSUs: $ | 2,530,387 | (5) | RSUs: $
PRSUs: $ | 2,530,387
753,643 | (5)
(6) | — | RSUs: $
PRSUs: $ | 2,530,387
1,706,425 | (7)
(8) | ||||||
Total: | $ | 4,671,813 | $ | 3,284,030 | — | $ | 4,236,812 | |||||||||
Billy Hult(9) |
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Salary Continuation | $ | 990,000 | (10) | — | — | — | ||||||||||
Benefits Continuation | $ | 62,139 | (11) | — | — | — | ||||||||||
Payment in respect of Bonus | $ | 12,898,250 | (12) | — | — | — | ||||||||||
Value of Equity Awards: | RSUs: $
PRSUs: $ | 3,693,868
5,595,927 | (5)
(13) | RSUs: $
PRSUs: $ | 3,693,868
8,423,499 | (5)
(6) | — | RSUs: $
PRSUs: $ | 3,693,868
10,852,400 | (7)
(8) | ||||||
Total: | $ | 23,240,184 | $ | 12,117,366 | — | $ | 14,546,268 | |||||||||
Enrico Bruni |
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Salary Continuation | $ | 412,770 | (2) | — | — | — | ||||||||||
Benefits Continuation | — | — | — | — | ||||||||||||
Payment in respect of Bonus | $ | 3,892,854 | (4) | — | — | — | ||||||||||
Value of Equity Awards: | RSUs: $
PRSUs: $ | 1,473,846
2,088,019 | (5)
(13) | RSUs: $
PRSUs: $ | 1,473,846
3,214,057 | (5)
(6) | — | RSUs: $
PRSUs: $ | 1,473,846
4,240,384 | (7)
(8) | ||||||
Total: | $ | 7,867,489 | $ | 4,687,903 | — | $ | 5,714,230 | |||||||||
Justin Peterson |
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Salary Continuation | $ | 400,000 | (2) | — | — | — | ||||||||||
Benefits Continuation | $ | 41,242 | (3) | — | — | — | ||||||||||
Payment in respect of Bonus | $ | 2,700,000 | (4) | — | — | — | ||||||||||
Value of Equity Awards: | RSUs: $
PRSUs: $ | 1,340,350
1,670,389 | (5)
(13) | RSUs: $
PRSUs: $ | 1,340,350
2,581,206 | (5)
(6) | RSUs: $
PRSUs: $ | 1,340,350
3,439,797 | (5)
(14) | RSUs: $
PRSUs: $ | 1,340,350
3,439,797 | (7)
(8) | ||||
Total: | $ | 6,151,981 | $ | 3,921,556 | $ | 4,780,147 | $ | 4,780,147 |
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Executive Compensation
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Olesky Retirement Payments and Benefits
In connection with his retirement, pursuant to his employment agreement as described above, Mr. Olesky is entitled to continuation of healthcare benefits generally provided to senior executive officers, including employee contributions, until Mr. Olesky reaches age 65. As of December 31, 2022, this benefit had an estimated value of $202,785. In addition, upon his retirement, Mr. Olesky’s outstanding PRSUs fully vested and his RSUs remained eligible for continued vesting and, in each case, will continue to be settled on their scheduled settlement dates. Based on the closing
Executive | Termination without Cause | Termination due to death or Disability | Termination due to Retirement(1) | Change in Control | ||||||||
Billy Hult | ||||||||||||
Salary Continuation | $1,500,000 | (2) | $— | $— | $— | |||||||
Benefits Continuation | $55,122 | (4) | $— | $— | $— | |||||||
Payment in respect of Bonus | $10,258,500 | (5) | $— | $— | $— | |||||||
Value of Equity Awards: | RSUs: | $6,245,092 | (7) | $6,245,092 | (7) | $— | $6,245,092 | (10) | ||||
PRSUs: | $6,884,311 | (8) | $6,884,311 | (8) | $— | $14,463,279 | (11) | |||||
PSUs: | $1,271,381 | (8) | $1,271,381 | (8) | $— | $3,814,143 | (11) | |||||
Total: | $26,214,406 | $14,400,784 | $— | $24,522,514 | ||||||||
Sara Furber | ||||||||||||
Salary Continuation | $600,000 | (3) | $— | $— | $— | |||||||
Benefits Continuation | $36,748 | (4) | $— | $— | $— | |||||||
Payment in respect of Bonus | $2,000,000 | (6) | $— | $— | $— | |||||||
Value of Equity Awards: | RSUs: | $3,308,941 | (7) | $3,308,941 | (7) | $— | $3,308,941 | (10) | ||||
PRSUs: | $1,802,484 | (8) | $1,802,484 | (8) | $— | $5,467,523 | (11) | |||||
PSUs: | $1,101,859 | (8) | $1,101,859 | (8) | $— | $3,305,578 | (11) | |||||
Total: | $8,850,032 | $6,213,284 | $— | $12,082,042 | ||||||||
Thomas Pluta | ||||||||||||
Salary Continuation | $700,000 | (3) | $— | $— | $— | |||||||
Benefits Continuation | $36,748 | (4) | $— | $— | $— | |||||||
Payment in respect of Bonus | $2,200,000 | (6) | $— | $— | $— | |||||||
Value of Equity Awards: | RSUs: | $2,678,234 | (7) | $2,678,234 | (7) | $— | $2,678,234 | (10) | ||||
PRSUs: | $1,618,543 | (8) | $1,618,543 | (8) | $— | $4,855,628 | (11) | |||||
PSUs: | $1,101,859 | (8) | $1,101,859 | (8) | $— | $3,305,578 | (11) | |||||
Total: | $8,335,383 | $5,398,636 | $— | $10,839,439 | ||||||||
Enrico Bruni | ||||||||||||
Salary Continuation | $371,190 | (3) | $— | $— | $— | |||||||
Benefits Continuation | $— | $— | $— | $— | ||||||||
Payment in respect of Bonus | $4,176,358 | (6) | $— | $— | $— | |||||||
Value of Equity Awards: | RSUs: | $2,574,540 | (7) | $2,574,540 | (7) | $— | $2,574,540 | (10) | ||||
PRSUs: | $2,694,259 | (8) | $2,694,259 | (8) | $— | $5,948,460 | (11) | |||||
PSUs: | $1,101,859 | (8) | $1,101,859 | (8) | $— | $3,305,578 | (11) | |||||
Total: | $10,918,206 | $6,370,658 | $— | $11,828,577 | ||||||||
Justin Peterson | ||||||||||||
Salary Continuation | $400,000 | (3) | $— | $— | $— | |||||||
Benefits Continuation | $36,564 | (4) | $— | $— | $— | |||||||
Payment in respect of Bonus | $2,700,000 | (6) | $— | $— | $— | |||||||
Value of Equity Awards: | RSUs: | $2,136,498 | (7) | $2,136,498 | (7) | $2,136,498 | (7) | $2,136,498 | (10) | |||
PRSUs: | $2,101,933 | (8) | $2,101,933 | (8) | $4,738,574 | (9) | $4,738,574 | (11) | ||||
PSUs: | $1,101,859 | (8) | $1,101,859 | (8) | $1,101,859 | (9) | $3,305,578 | (11) | ||||
Total: | $8,476,854 | $5,340,291 | $7,976,931 | $10,180,650 |
56 | TRADEWEB |
2024 PROXY STATEMENT |
57 |
Year | Summary Compensation Table Total for PEO ($) 1 | Compensation Actually Paid to PEO ($) 2 | Average Summary Compensation Table Total for Non-PEO NEOs ($) 3 | Average Compensation Actually Paid to Non-PEO NEOs ($) 4 | Value of Initial Fixed $100 Investment Based On: | Net Income ($) 7 | Constant Currency Revenue Change (%) 8 | |||||||||||||||||||||||||||||||||
Total Shareholder Return ($) 5 | Peer Group Total Shareholder Return ($) 6 | |||||||||||||||||||||||||||||||||||||||
2022 | $ | 17,370,247 | ($ | 6,603,081 | ) | $ | 5,461,901 | ($ | 613,799 | ) | $ | 142.08 | $ | 113.64 | $ | 359,613,000 | 14.0 | % | ||||||||||||||||||||||
2021 | $ | 14,771,567 | $ | 110,340,110 | $ | 5,375,755 | $ | 23,246,352 | $ | 218.10 | $ | 131.62 | $ | 273,108,000 | 19.3 | % | ||||||||||||||||||||||||
2020 | $ | 12,312,994 | $ | 66,016,725 | $ | 4,759,476 | $ | 17,470,321 | $ | 135.50 | $ | 99.47 | $ | 218,390,000 | 14.5 | % |
Year | Summary Compensation Table Total for PEO (Hult) ($)(1) | Compensation Actually Paid to PEO (Hult) ($)(2) | Summary Compensation Table Total for PEO (Olesky) ($)(1) | Compensation Actually Paid to PEO (Olesky) ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | Net Income ($)(5) | Constant Currency Revenue Change (%)(6) | |
Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | |||||||||
2023 | $14,307,658 | $25,769,303 | $— | $— | $8,643,595 | $14,815,455 | $199.77 | $131.91 | $419,503,000 | 12.2% |
2022 | $— | $— | $17,370,247 | $(6,603,081) | $5,461,901 | $(613,799) | $142.08 | $113.64 | $359,613,000 | 14.0% |
2021 | $— | $— | $14,771,567 | $110,340,110 | $5,375,755 | $23,246,352 | $218.10 | $131.62 | $273,108,000 | 19.3% |
2020 | $— | $— | $12,312,994 | $66,016,725 | $4,759,476 | $17,470,321 | $135.50 | $99.47 | $218,390,000 | 14.5% |
Year | Reported Summary Compensation Table Total | Reported Grant Date Fair Value of Equity Awards in SCT(a) | Equity Award Adjustments(b) | Compensation Actually Paid | |
Billy Hult | 2023 | $14,307,658 | $10,126,779 | $21,588,424 | $25,769,303 |
Average of Non-PEO NEOs | 2023 | $8,643,595 | $6,348,732 | $12,520,592 | $14,815,455 |
58
(b)The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the year; (iii) for awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
(3)The dollar amounts reported represent the amount of cumulative total return for the Class A common stock ("Company Cumulative TSR") calculated as of the end of each measurement period based on an initial investment of $100 in the Class A common stock on December 31, 2019, assuming the reinvestment of all dividends. (4)The dollar amounts reported represent the amount of cumulative total return for the Dow Jones US Financials Index (“Peer Group Cumulative TSR”) calculated as of the end of each measurement period based on an initial investment of $100 in shares of the Dow Jones US Financials Index on December 31, 2019, assuming the reinvestment of all dividends. (5)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (6)The percentage amounts reported represent the constant currency revenue change, which is a non-GAAP financial measure, defined as total revenue change excluding the effects of foreign currency fluctuations. Total revenue excluding the effects of foreign currency fluctuations is calculated by translating the current period and prior period’s total revenue using the annual average exchange rates for the prior period. Financial Performance Measures As described in greater detail in executive compensation program reflects a variable pay-for-performance both our long-term and short-term incentive awards are selected based on the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are as follows: •Constant Currency Revenue Change •Constant Currency Adjusted •Total Shareholder Return Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section Company’s executive compensation program reflects a variable pay-for-performance several performance measures to align executive compensation with Company performance, including non-financial Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. From 2022 year-end to 2023 year-end, the Company’s Cumulative TSR increased 41% to$199.77, while the Peer Group Cumulative TSR increased 16% to $131.91, the compensation actually paid to the PEO increased $32.4 million during 2023 as compared to 2022 and the average of the compensation actually paid to the Non-PEO NEOs increased $15.4 million. The significant increases in both the compensation actually paid to the PEO and the average of the Non-PEO NEOs, both Executive Compensation
going from a negative number to a positive, was primarily driven by the increase in fair value of equity awards granted in both the current and prior years, compared to declines in the prior year, and is consistent with the increase in the Company’s Cumulative TSR and the significant component of executive compensation paid in equity. From 2021 year-end to 2022year-end, the Company’s Cumulative TSR decreased 35% to $142.08, while the Peer Group Cumulative TSR decreased 14% to $113.64, the compensation actually paid to the PEO decreased 106% during 2022, as compared to 2021 and the average of the compensation actually paid to the decreased 103%. The significant declines in both the compensation actually paid to the PEO and the average of the driven by the decline in fair value of equity awards granted in both the current and prior years and is consistent with the decline in the Company’s Cumulative TSR and the significant component of executive compensation paid in equity. From 2020 year-end to 2021year-end, the Company’s Cumulative TSR increased 61% to $218.10, while the Peer Group Cumulative TSR increased 32% to $131.62, the compensation actually paid to the PEO increased 67% during 2021, as compared to 2020 and the average of the compensation actually paid to the increases in both the compensation actually paid to the PEO and the average of the the increase in fair value of equity awards granted in both the current and prior years and is consistent with the increase in the Company’s Cumulative TSR and the significant component of executive compensation paid in equity. From 2019 year-end to 2020year-end, the Company’s Cumulative TSR increased 36% to $135.50, while the Peer Group Cumulative TSR decreased 1% to $99.47. The graphic below illustrates the relationship between compensation actually paid to the Company’s Cumulative TSR, as well as the relationship between the Company’s Cumulative TSR to the Peer Group Cumulative TSR for each of the periods Compensation Actually Paid and Net Income From 2022year-end to 2023 year-end, net income increased 17%, the compensation actually paid to the PEO increased $32.4 million and the average of the compensation actually paid to the Non-PEO NEOs increased $15.4 million. The primary driver of the increase in compensation actually paid in 2023, a significant component of which is compensation paid in equity, was the positive equity award adjustments driven by a current year increase in fair value of equity awards granted in the current and prior years, in comparison to a prior year decline in fair value of equity awards granted in the current and prior years. Therefore, the increase in net income, representing the Company’s strong performance during the year, did directionally correlate with the increases in compensation actually paid during the year, as the increase in net income correlated with the stock price appreciation during the year. From 2021 year-end to 2022 year-end, net income increased 32%, while the compensation actually paid to the PEO decreased 106%, and the average of the compensation actually paid to the 2021. The increase in net income, representing the Company’s strong performance during the year, did not directionally correlate with the declines in compensation actually paid as the increase in net income did not correlate with the stock price depreciation during the year. Declines in the compensation actually paid were primarily driven by declines in the fair value of equity awards granted in both the current and prior years, resulting in negative equity award adjustments. Equity awards are a Executive Compensation
significant component of executive compensation and therefore these adjustments have a significant impact on compensation actually paid. From 2020 year-end to 2021year-end, net income increased 25%, the compensation actually paid to the PEO increased 67% and the average of the compensation actually paid to the increase in compensation actually paid in 2021, a significant component of which is compensation paid in equity, was the positive equity award adjustments driven by the increase in fair value of equity awards granted in both the current and prior years. Therefore, the increase in net income, representing the Company’s strong performance during the year, did directionally correlate with the increases in compensation actually paid during the year, as the increase in net income correlated with the stock price appreciation during the year. From 2019 year-end to 2020year-end, net income increased 26%. The graphic below illustrates the relationship between compensation actually paid to the Company’s net income for each of the periods described above. Compensation Actually Paid and Constant Currency Revenue Change From 2022year-end to 2023 year-end, constant currency revenue increased 12.2%, the compensation actually paid to the PEO increased $32.4 million and the average of the compensation actually paid to the Non-PEO NEOs increased $15.4 million. Our constant currency revenue change directly correlated with the increase in the "Non-Equity Incentive Plan Compensation" component of compensation actually paid to Mr. Hult, as his annual performance bonus was based, in part, on constant currency revenue growth targets, which achieved the maximum payout performance goals set by the Compensation Committee for 2023. The number of PRSUs granted during 2023 to both the PEO and Non-PEO NEOs were also positively impacted by achieving above the target constant currency revenue change goals set for 2023 (which, when combined with the constant currency Adjusted EBITDA margin performance, resulted in the application of a total 181.3% performance modifier to the awards). However, the primary driver of the increase in compensation actually paid during 2023 was the positive equity award adjustments, primarily driven by the current year increase in fair value of equity awards granted in both the current and prior years, in comparison to a prior year decline, as a result of stock price appreciation during the year and the significant component of executive compensation paid in equity. From 2021 year-end to 2022 year-end, constant currency revenue increased 14%, while the compensation actually paid to the PEO decreased 106%, and the average of the compensation actually paid to the compared to 2021. Plan their annual performance bonuses maximum payout performance goals set by the Compensation Committee for 2022 Executive Compensation
reached in 2021 and negatively impacted by not reaching the maximum payout performance goals set for 2022 (impacting the performance modifier applicable for the award). By linking the performance modifier for PRSUs to important metrics of Company business performance, including constant currency revenue growth, the NEOs’ interests are aligned with those of stockholders to drive revenue and margin growth. Declines in the compensation actually paid were primarily driven by the decline in fair value of equity awards granted in both the current and prior years, resulting in negative equity award adjustments, which equity awards are a significant component of executive compensation and therefore these adjustments have a significant impact on compensation actually paid. From 2020 year-end to 2021year-end, constant currency revenue increased 19.3%, the compensation actually paid to the PEO increased 67% and the average of the compensation actually paid to the constant currency revenue change directly component of compensation actually paid to Messrs. Olesky and Hult (as one of the performance bonuses revenue performance goals set by the Compensation Committee for and (resulting in the application of the maximum performance modifier for the award). However, the primary driver of the change in compensation actually paid during 2021 was the positive equity award adjustments, primarily driven by the increase in fair value of equity awards granted in both the current and prior years, as a result of stock price appreciation during the year and the significant component of executive compensation paid in equity. From 2019 year-end to 2020year-end, constant currency revenue The graphic below illustrates the relationship between compensation actually paid to the Company’s constant currency revenue change for each of the periods described Director Compensation During fiscal Non-Employee Director Compensation Policy.In and time of grant. granted in connection with the director’s appointment to the Board or at the next occurring annual meeting of stockholders, in the Board’s discretion. For continuing directors, RSUs are granted on the date of the annual meeting of stockholders and on vesting schedules set forth below: Executive Compensation
2024 Company’s Non-Employee
eligible to receive an additional $50,000 for the Chairperson of the Board, $30,000 for the Chairperson of the Audit Committee, $25,000 for the Chairperson of the Compensation Committee and $20,000 for the Chairperson of the Nominating and Corporate Governance Committee. Non-Chairperson committee members are eligible to receive $15,000 for service on the Audit Committee, $12,500 for service on the Compensation Committee and $10,000 for service on the Nominating and Corporate Governance Committee. In addition, the as lead independent director. For equity compensation, award composed of RSUs valued at $150,000, for a total annual award value of $300,000. The Lead Independent Director is entitled to receive an additional award composed of RSUs valued at $30,000, for a total annual award value of $180,000. In addition to the above, all non-employee directors were reimbursed for out-of-pocket expenses incurred in attending Board and committee meetings and for the reasonable and documented expenses incurred to attend programs designed to provide continuing education. The following table summarizes the compensation paid to directors for the fiscal year ended December 31, 2023, except for Mr. Hult and Mr. Pluta, whose compensation is summarized above in the table entitled "Executive Compensation Tables —Summary Compensation Table".
(1)The amounts included in the "Stock Awards" column represent the grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. Details and assumptions used in calculating the grant date fair value of the restricted stock unit awards may be Compensation Plans to our consolidated financial statements in our Annual Report on Form 10-K for the as of December 31, 2023, Mr. Aigrain held 1,418 RSUs, Mr. Berns held 731 RSUs, Mr. Ganeles held 8,729 RSUs and Ms. Madoff held 8,729 RSUs. Neither Mr. Dixon nor Ms. Yared held RSUs pursuant to the Equity Plan as of December 31, 2023. (2)Mr. Dixon was appointed to the Board (3)Ms. Johnson was appointed to the (4)Mr. Olesky retired from the Board effective as of June 30, 2023. In addition, Lisa Opoku was appointed to the Board on March 7, 2024. She is eligible to receive annual compensation of Executive Compensation
Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information about shares of the Class A common stock authorized for issuance under all of our equity compensation plans as of December 31,
(1)Includes 1,023,384 shares of common stock that may be issued pursuant to outstanding RSUs, 251,113 shares of common stock that may be issued pursuant to outstanding PSUs and 1,276,717 shares of common stock that may be issued pursuant to outstanding PRSUs under the Equity Plan; and 1,012,176 shares of common stock that may be issued pursuant to outstanding stock options under the Option Plan. The number of PRSUs set forth above includes PRSUs for which performance has already been measured (and achieved based on a performance modifier of 181.3%) but, as of December 31, 2023, remained subject to time-based vesting. (2)The weighted average exercise price does not take into account RSU, PRSU or PSU awards. (3)Includes 5,407,444 shares of common stock that remain available for issuance under the Equity Plan; and 481,622 shares of common stock that remain available for issuance under the Option Plan. No additional awards are permitted to be issued under the PRSU Plan.
Certain Relationships and Related Person Transactions POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS Our Board has adopted a written policy providing that the Audit Committee will review and approve (or disapprove) or ratify transactions in excess of $120,000 of value in which we participate and in which a related person (as defined below) has or will have a direct or indirect material interest. Under this policy, the Audit Committee is to obtain all information it believes to be relevant to a review and approval or ratification of these transactions. After consideration of the relevant information, the Audit Committee is to approve only those related person transactions that the Audit Committee determines are not inconsistent with the best interests of the Company. In particular, our policy with respect to related person transactions requires our Audit Committee to consider the relationship of the related person to the Company, the nature and extent of the related party’s interest in the transaction, the material terms of the transaction, the importance and fairness of the transaction both to the Company and to the related person, the business rationale for engaging in the transaction, whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company and whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any. In general, a executive officers, directors or director nominees or is a holder of more than 5% of our common stock, or an immediate family member of any of the foregoing persons. The following is a description of transactions since January 1, which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or immediate family member thereof, had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that would be paid or received, as applicable, in arm’s-length transactions with unrelated third parties. below they were entered into prior to the adoption of our related person transactions policy. Certain of the disclosures in this section are summaries of certain provisions of our related party agreements and are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. TRANSACTIONS WITH REFINITIV We maintain a shared services agreement with Refinitiv, the terms of the shared services and other agreements, Refinitiv provides us with certain HR and other administrative services. The shared services agreement was amended in June 2016 to continue to be in effect in perpetuity, except that the agreement will automatically terminate upon termination of the market data license agreement. In addition, either party can terminate the shared services agreement with respect to one or more services upon written notice delivered, in the case of termination effective at the end of the then-current calendar year, 90 days prior to the end of such calendar year or, in the case of termination effective at any other date, at least six months prior to such date. During the year ended December 31, In
(referred to as "LSEG Data & Analytics", formerly referred to as "Refinitiv"), pursuant to which and Datascope, LSEG Pricing Service and Tick History. The 2023 agreement, replaced an existing agreement customary termination provisions, including in the event of a material breach that is not cured within 30 days of receipt of written notice. During the year ended December 31,
From time to time, we enter into transactions with certain of our 5% stockholders listed under the heading “Security Ownership of Certain Beneficial Owners and related party transactions required to be disclosed under SEC rules. RELATED PERSON TRANSACTIONS ENTERED INTO IN CONNECTION WITH THE IPO In connection with the Reorganization Transactions, we engaged in certain transactions with certain of our directors, executive officers and other persons and entities, including those which are holders of 5% or more of our voting securities.
TWM LLC Agreement We operate our business through TWM LLC and its subsidiaries. In connection with the IPO, we and the owners of TWM LLC prior to the Reorganization Transactions (including the Refinitiv Owners, the Bank Members named therein (such Bank Members, the Interests entered into TWM LLC’s fifth amended and restated limited liability company agreement, which we refer to as the "TWM LLC and the rights and obligations of the holders of LLC Interests, are set forth in the TWM LLC Agreement. Appointment as Manager. Under the TWM LLC Agreement, we are a member and the sole manager of TWM LLC. As the sole manager, we are able to control all of the day-to-day business affairs and decision-making of TWM LLC without the approval of any other member, unless otherwise stated in the TWM LLC Agreement. As such, we, through our officers and directors, are responsible for all operational and administrative decisions of TWM LLC and the day-to-day management of TWM LLC’s business. Pursuant to the terms of the TWM LLC Agreement, we cannot, under any circumstances, be removed as the sole manager of TWM LLC except by our election. Compensation. Weare not entitled to compensation for our services as manager. We are entitled to reimbursement by TWM LLC for fees and expenses incurred on behalf of TWM LLC, including all expenses associated with maintaining our existence as a separate legal entity. Recapitalization. The TWM LLC Agreement recapitalized the units held by the members of TWM LLC at the time of the Reorganization Transactions into a single class of common membership units, which we refer to as the The TWM LLC Agreement also reflects a split of LLC Interests such that one LLC Interest could be acquired with the net proceeds received in the IPO from the sale of one share of a pro rata share of the net profits and net losses and distributions of TWM LLC. Distributions. In connection with any tax period, the TWM LLC Agreement requires TWM LLC to make distributions to its members, on a pro rata basis in proportion to the number of LLC Interests held by each member, of cash until each member (other than us) has received an amount at least equal to its assumed tax liability and we have received an amount sufficient to enable us to timely satisfy all of our U.S. federal, state and local and non-U.S. tax liabilities. To the extent that any member would not receive its percentage interest of the aggregate tax distribution, the tax distribution for such member will be increased to ensure that all distributions are made pro rata in accordance with such member’s percentage interest. Tax distributions will also be made only to the extent all distributions from TWM LLC for the relevant period were otherwise insufficient to enable each member to cover its tax liabilities as calculated in the manner described above. The TWM LLC Agreement also allows for distributions to be made by TWM LLC to its members on a pro rata basis out of distributable cash. We expect TWM LLC may make distributions out of distributable cash periodically to the extent permitted by any agreements governing our indebtedness, as applicable, and necessary to enable us to cover our operating expenses and other obligations, including any payments under the Tax Receivable Agreement, as well as to make expected dividend payments, if any, to the holders of LLC Interest Redemption Right. Subject to certain restrictions set forth therein, the TWM LLC Agreement provides a redemption right to the Original LLC Owners excluding the Refinitiv LLC Owner) that continue to own LLC Interests after the completion of the IPO and Reorganization Transactions (the
the entitles them to have their LLC Interests redeemed, at the election of each such person, for newly issued shares of our Class A common stock or Class B common stock, as applicable, on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) or, at our option, as determined by or at the direction of our Board, which directors in the future, a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest redeemed or exchanged (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). In the event we elect to make a cash payment, a Continuing LLC Owner has the option to rescind its redemption request within a specified time period. Upon the exercise of the redemption right, the redeeming member will surrender its LLC Interests to TWM LLC. The TWM LLC Agreement requires that we contribute cash or shares of Interests in TWM LLC that will be issued to us equal to the number of LLC Interests redeemed (and thereafter cancelled) from the Continuing LLC Owner to the extent required so as to maintain a one-to-one ratio between the number of LLC Interests owned by us and the number of outstanding Class A common stock and Class B common stock. TWM LLC will then distribute the cash or shares of our Class A common stock or Class B common stock, as the case may be, to such Continuing LLC Owner to complete the redemption. In the event of such election by a Continuing LLC Owner we may, at our option, effect a direct exchange of cash or redeeming members in lieu of such redemption. Whether by redemption or exchange, we are obligated to ensure that at all times the number of LLC Interests that we own equals the aggregate number of shares of Class A common stock and Class B Certain Relationships and Related Person Transactions
common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Issuance of LLC Interests Upon Exercise of Options or Issuance of Other Equity Compensation. Upon the exercise of options issued by us, or the issuance of other types of equity compensation by us (such as the issuance of restricted or non- restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock), we will be required to acquire from TWM LLC a number of LLC Interests equal to the number of shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation. When we issue shares of Class A common stock in settlement of stock options granted to persons that are not officers or employees of TWM LLC or its subsidiaries, we will make, or be deemed to make, a capital contribution to TWM LLC equal to the aggregate value of such shares of Class A common stock and TWM LLC will issue to us a number of LLC Interests equal to the number of shares of Class A common stock we issued. When we issue shares of Class A common stock in settlement of stock options granted to persons that are officers or employees of TWM LLC or its subsidiaries, we will be deemed to have sold directly to the person exercising such award a portion of the value of each share of Class A common stock equal to the exercise price per share and we will be deemed to have sold directly to TWM LLC (or the applicable subsidiary of TWM LLC) the difference between the exercise price and market price per share for each such share of Class A common stock. In cases where we grant other types of equity compensation to employees of TWM LLC or its subsidiaries, on each applicable vesting date we will be deemed to have sold to TWM LLC (or such subsidiary) the number of vested shares at a price equal to the market price per share, TWM LLC (or such subsidiary) will deliver the shares to the applicable person and we will be deemed to have made a capital contribution in TWM LLC equal to the purchase price for such shares in exchange for an equal number of LLC Interests. Maintenance of one-to-one ratio of shares of Class A common stock, Class B common stock and LLC Interests owned by Tradeweb. The TWM LLC Agreement requires that TWM LLC at all times maintain (x) a one-to-one ratio between the number of shares of Class A common stock and Class B common stock issued by us and the number of LLC Interests owned by us and (y) a one-to-one ratio between the number of shares of Class C common stock and Class D common stock issued by us and the number of LLC Interests owned by the holders of such Class C common stock and Class D common stock. Transfer Restrictions. TheTWM LLC Agreement generally does not permit transfers of LLC Interests by members, subject to limited exceptions. Any transferee of LLC Interests must assume, by operation of law or written agreement, all of the obligations of a transferring member with respect to the transferred units, even if the transferee is not admitted as a member of TWM LLC. Dissolution. The TWM LLC Agreement provides that the decision of the manager (pursuant to a unanimous decision of our Board) together with the Majority Members (as defined in the TWM LLC Agreement) will be
required to voluntarily dissolve TWM LLC. In addition to a voluntary dissolution, TWM LLC will be dissolved upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of a liquidation will be distributed to satisfy all of TWM LLC’s debts, liabilities and obligations (including all expenses incurred in liquidation) and the remaining assets of TWM LLC will be distributed to the members pro-rata in accordance with their respective percentage ownership interests in TWM LLC (as determined based on the number of LLC Interests held by a member relative to the aggregate number of all outstanding LLC Interests). Confidentiality. Each member agrees to maintain the confidentiality of TWM LLC’s confidential information. This obligation excludes (i) information that is independently obtained or developed by the members, (ii) information that is in the public domain or otherwise disclosed to a member not in violation of a confidentiality obligation and by law or judicial process or approved by our or TWM LLC’s chief executive officer, chief financial officer or general counsel. Indemnification and Exculpation. The TWM LLC Agreement provides for indemnification of the manager and officers of TWM LLC and its subsidiaries. To the extent permitted by applicable law, TWM LLC will indemnify us, as its sole manager, and our authorized officers from and against any losses, liabilities, damages, expenses, fees or penalties incurred by any acts or omissions of these persons, provided that the acts or omissions of these indemnified persons are not the result of gross negligence, bad faith, willful misconduct or knowing violation of law, or for any present or future breaches of any representations, warranties, covenants or obligations in the TWM LLC Agreement or in the other agreements with TWM LLC. We, as the sole manager of TWM LLC, and our affiliates and our respective agents, will not be liable to TWM LLC or its members for damages incurred by any acts or omissions of these persons, provided that the acts or omissions of these exculpated persons are not the result of bad faith, willful misconduct or knowing violation of law, or for any present or future breaches of any representations, warranties, covenants or obligations in the TWM LLC Agreement in the other agreements with TWM LLC. Amendments. The TWM LLC Agreement may be amended with the consent of the holders of a majority in voting power of the outstanding LLC Interests, including the sole manager, and in case of any amendment that materially and adversely modifies the LLC Interests (or the rights, preferences or privileges thereof) then held by any members in any materially disproportionate manner to those then held by any other members, the consent of a majority in interest of such Certain Relationships and Related Person Transactions
disproportionately affected members. Notwithstanding the foregoing, no amendment to any of the provisions that expressly require the approval or action of certain members may be made without the consent of such members and no amendment to the provisions governing the authority and actions of the sole manager or the dissolution of TWM LLC may be amended without the consent of the sole manager. Tax Receivable Agreement We expect to obtain an increase in our share of the tax basis of the assets of TWM LLC (i) when a Continuing LLC Owner receives shares of connection with an exercise of such Continuing LLC Owner’s right to have its LLC Interests redeemed by TWM LLC or, at our election, exchanged and (ii) in connection with the disposition by a Continuing LLC Owner of its LLC Interests for cash, including in connection with the IPO and our October 2019 and April 2020 follow-on offerings (such basis increase, the "Basis Adjustments"). We intend to treat such acquisition of LLC Interests as our direct purchase of LLC Interests from a Continuing LLC Owner for U.S. federal income and other applicable tax purposes, regardless of whether such LLC Interests are redeemed by TWM LLC or sold to us. A Basis Adjustment may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The Basis Adjustments may reduce our tax liability by increasing certain deductions (for example, our depreciation, depletion and amortization deductions) or decreasing gains (or increasing losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the IPO, we entered into the Tax Receivable Agreement (the Continuing LLC Owners. The TRA provides for the payment by us to the Continuing LLC Owners who dispose of LLC Interests for cash in connection with any offering, or receive shares of our Class A common stock or Class B common stock or cash, as applicable, in connection with an exchange or redemption of LLC Interests, of 50% of the amount of U.S. federal, state and local income or franchise tax savings, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the transactions with such Continuing LLC Owners,
including increases in the tax basis of the assets of TWM LLC attributable to payments made under the TRA and deductions attributable to imputed interest and other payments of interest pursuant to the TRA. TWM LLC will have in effect an election under Section 754 of the Code effective for each taxable year in which a redemption or exchange of LLC Interests for shares of stock, as applicable, or cash occurs. These TRA payments are not conditioned upon any continued ownership interest in either TWM LLC or us by any Continuing LLC Owner. The rights of each Continuing LLC Owner under the TRA are assignable to transferees of its LLC Interests (other than us as transferee pursuant to subsequent redemptions (or exchanges) of the transferred LLC Interests). We expect to benefit from the remaining 50% of tax benefits, if any, that we may actually realize. The actual Basis Adjustments, as well as any amounts paid to the Continuing LLC Owners under the TRA, will vary depending on a number of factors, including: •the timing of any subsequent redemptions or exchanges—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of TWM LLC at the time of each redemption or exchange; •the price of shares of well as any related increase in any tax deductions, is directly related to the price of shares of stock at the time of each redemption or exchange; and •the amount and timing of our income—the TRA generally will require us to pay 50% of the tax benefits as and when those benefits are treated as realized under the terms of the TRA. If we do not have taxable income, we generally will not be required (absent a change payments under the TRA for that taxable year because no tax benefits will have been actually realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in future taxable years. The utilization of any such tax attributes will result in payments under the TRA. For purposes of the TRA, cash savings in income and franchise tax will be computed by comparing our actual income and franchise tax liability to the amount of such taxes that we would have been required to pay (with an assumed tax rate for state and local tax purposes) had there been no Basis Adjustments and had the TRA not been entered into. The TRA will generally apply to each of our taxable years, beginning with the first taxable year ending after the IPO. There is no maximum term for the TRA; however, the TRA may be terminated by us pursuant to an early termination procedure that requires us to pay the Continuing LLC Owners an amount equal to the estimated present value of the remaining payments under the agreement (calculated based on certain assumptions, including regarding tax rates and utilization of the Basis Adjustments). The payment obligations under the TRA are obligations of Tradeweb and not of TWM LLC. Although the actual timing and amount of any payments that may be made under the TRA will vary, we expect that the payments could be substantial. Any payments made by us to Continuing LLC Owners under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us or to TWM LLC and, to the extent that we are unable to make payments under Certain Relationships and Related Person Transactions
the TRA for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us. Total amounts due to the Continuing LLC Owners as of December 31, the fifteen years following the purchase of LLC Interests from Continuing LLC Owners or redemption or exchanges by Continuing LLC Owners of LLC Interests. Decisions made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by a Continuing LLC Owner under the TRA. For example, the earlier disposition of assets following a transaction that results in a Basis Adjustment will generally accelerate payments under the TRA and increase the present value of such payments. The TRA provides that if (i) we materially breach any of our material obligations under the TRA (including by failing to make payments thereunder when we have available cash to do so), (ii) certain change or (iii) we elect an early termination of the TRA, our obligations, or our successor’s obligations, under the TRA accelerate and become due and payable, based on certain assumptions, including an assumption that we have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA.
As a result, (i) we could be required to make cash payments to the Continuing LLC Owners that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the TRA and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the TRA, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the TRA could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain change be able to finance our obligations under the TRA. Payments under the TRA will be based on the tax reporting positions that we determine. We will not be reimbursed for any cash payments previously made to any Continuing LLC Owner pursuant to the TRA if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and ultimately disallowed. Instead, in such circumstances, any excess cash payments made by us to a Continuing LLC Owner will be netted against any future cash payments that we might otherwise be required to make under the terms of the TRA. However, we might not determine that we have effectively made an excess cash payment to the Continuing LLC Owners for a number of years following the initial time of such payment. As a result, it is possible that we could make cash payments under the TRA that are substantially greater than our actual cash tax savings. Stockholders Agreement In connection with the IPO, we entered into the Stockholders Agreement with the Refinitiv Owners. This agreement provides that, subject to applicable law, including the fiduciary duties of the Board, we will nominate a number of individuals designated by the Refinitiv Owners for election as our directors at any meeting of our stockholders (each a Director") such that, upon the election of each such individual, and each other individual nominated by or at the direction of our Board or a duly-authorized committee of the Board, as a director of our company, the number of Refinitiv Directors serving as directors of our company will be equal to: least 50% of the combined voting power of our outstanding common stock as of the record date for such meeting, the total number of directors comprising our entire Board; least 40% (but less than 50%) of the combined voting power of our outstanding common stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the total number of directors comprising our Board; Refinitiv Owners and their affiliates together continue to beneficially own at least 30% (but less than 40%) of the combined voting power of our outstanding common stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the total number of directors comprising our Board; continue to hold at least 20% (but less than 30%) of the combined voting power of our outstanding common stock as of the record date for such meeting, the lowest whole number that is greater than 20% of the total number of directors comprising our Board; and combined voting power of our outstanding common stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the total number of directors comprising our Board. In the case of a vacancy on our Board created by the removal, resignation or otherwise of a Refinitiv Director, the Stockholders Agreement, to the extent the Refinitiv Owners continue to be entitled to nominate such Refinitiv Director and to the extent permitted by applicable law, including the fiduciary duties of the Board and our governing documents, requires us to nominate an individual designated by the Refinitiv Owners for election to fill the vacancy. For so long as the Stockholders Agreement remains in effect, subject to applicable law, including the fiduciary duties of the Board, Refinitiv Directors may be removed only with the consent of the Refinitiv Owners. For more information regarding Refinitiv's director designation, Certain Relationships and Related Person Transactions
information sharing and other rights, please see the full text of the Stockholders Agreement, which is available as Exhibit 10.1 to the 2023 Annual Report. Registration Rights Agreement In connection with the IPO, we entered into the Registration Rights Agreement with the Refinitiv Owners and the Bank Stockholders. Pursuant to the Registration Rights Agreement, we granted the Refinitiv Owners, the Bank Stockholders, their affiliates and certain of their transferees the right, under certain circumstances and subject to the terms of any lock-up agreement they have entered into and certain other restrictions, to require us to register under the Securities Act their shares of Class A common stock, including shares of Class A common stock received upon redemption or exchange of LLC Interests or exchange of shares of Class B common stock, which we refer to as rights, these shares of Class A common stock will become freely tradable without restriction under the Securities Act.
March 13, 2024, there are no remaining Bank Stockholders.
Demand From time to time, the Refinitiv Owners may request that we register all or a portion of their registrable shares for sale under the Securities Act, including pursuant to a shelf registration statement (provided, in all cases, the aggregate number of registrable shares that are requested to be included in any such registration equals at least $100.0 million). In addition, from time to time when a shelf registration statement is effective, the Refinitiv Owners may request that we facilitate a shelf takedown of all or a portion of their registrable shares (provided the aggregate number of registrable shares that are requested to be included in any such takedown equals at least $100.0 million). We will not be required to effect the registration as requested by any of the Refinitiv Owners if in the good faith judgment of our Board, such registration would materially interfere with certain existing or potential material transactions or events involving the company and should be delayed or is reasonably likely to require premature disclosure of information that could have a material adverse effect on us. These demand rights will also be subject to cutbacks, priorities and other limitations and exceptions. Piggyback Registration s: In addition, if at any time we register any shares of than pursuant to registrations on Form S-4 or Form S-8), the holders of registrable shares are entitled to include, subject to certain exceptions and limitations, all or a portion of their registrable shares in the registration. In the event that any registration in which the holders of registrable shares participate pursuant to the Registration Rights Agreement is an underwritten public offering, the number of registrable shares to be included may, in specified circumstances, be limited. Other We will pay all registration and offering expenses, including, among other things, reasonable fees and disbursements of a single special counsel for the participating holders of registrable shares related to any demand or piggyback registration. The Registration Rights Agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify any selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us and they are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to them. The Registration Rights Agreement does not specify any cash penalties or other penalties associated with any delays in registering any shares. INDEMNIFICATION AGREEMENTS Our directors and executive officers are parties to indemnification agreements with us. These agreements require us to indemnify these individuals to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to us and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought. Certain
Expenses of Solicitation The accompanying proxy is solicited by and on behalf of the Board and the cost of such solicitation will be borne by the Company. Solicitations may be made by mail, personal interview, telephone and electronic communications by directors, officers and other Company employees without additional compensation. Broadridge Financial Solutions, Inc. will distribute proxy materials to banks, brokers and other nominees for forwarding to beneficial owners and will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of the common stock held on the record date by such persons. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their expenses in forwarding solicitation materials. Other Matters As of the date of this Proxy Statement there are no other matters that we intend to present, or have reason to believe others will present, at the Annual Meeting. If, however, other matters properly come before the Annual Meeting, the accompanying proxy authorizes the persons named as proxies or their substitutes to vote on such matters as they determine appropriate. Proposals of Stockholders Proposals of stockholders to be considered for inclusion in the proxy statement and proxy card for the Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must be submitted in writing to the Secretary of Tradeweb Markets Inc., at Tradeweb Markets Inc., 1177 Avenue of the Americas, New York, New York 10036 and must be received no later than November 28, 2024 .In addition, our Bylaws include advance notice provisions that require stockholders wishing to bring nominations for directors or other business before an annual meeting to provide proper notice in accordance with the terms of the advance notice provisions. The Bylaws’ advance notice provisions do not apply if the stockholder only seeks to include such matters in the proxy statement pursuant to Rule 14a-8. The Bylaws’ advance notice provisions require that, among other things, stockholders give timely written notice to the Secretary of the Company regarding such nominations or other business and provide the information and satisfy the other requirements set forth in the Bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the 2025 Annual Meeting of Stockholders other than proposals pursuant to Rule 14a-8 must provide the information set forth in the Bylaws to the Secretary of the Company no earlier than January the event that the date of the days, from the anniversary date of the previous year’s must be so delivered not earlier than the close of business on the 120th day prior to such Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to such following the day on which public announcement of the date of such Company. If a stockholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-4 under the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate requirements set forth in the advance notice provisions of our Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 that complies with requirements set forth in Rule 14a-19(b) to the Secretary of the Company no later than March 11, 2025 .We reserve the right to reject, rule out of order or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.
Householding; Availability of Annual Report on Form 10-K and Proxy Statement A copy of the own common stock in street name, meaning through a bank, brokerage firm or other nominee, you may have received a notice that your household will receive only one Company. This practice, known as printing and postage costs. Unless you responded that you did not want to participate in householding, you were deemed to have consented to it and a single copy of this Proxy Statement and the Notice) has been sent to your address. Each street name stockholder receiving this Proxy Statement by mail will continue to receive a separate voting instruction form. If you would like to revoke your consent to householding and in the future receive your own set of proxy materials (or your own Notice, as applicable), or if your household is currently receiving multiple copies of the same items and you would like in the future to receive only a single copy at your address, please contact the Householding Department by mail at Broadridge Householding Dept., 51 Mercedes Way, Edgewood, New Jersey 11717 or by calling 1-866-540-7095 and indicate your name, the name of each of your brokerage firms or banks where your shares are held, and your account numbers. The revocation of a consent to householding will be effective 30 days following its receipt. You will also have an opportunity to opt in or opt out of householding by contacting your bank or broker. If you would like an additional copy of the documents are available in digital form for download or review by visiting promptly send a copy of these documents to you without charge upon request by email to sendmaterial@proxyvote.com, or by calling 1-800-579-1639. Please note, however, that if you did not receive a printed copy of our proxy materials and you wish to receive a paper proxy card or voting instruction form or other proxy materials for the purposes of the Annual Meeting, you should follow the instructions included in your Notice. If you own shares in street name, you can also register to receive all future stockholder communications electronically instead of in print. This means that links to the delivered to you via email. Holders in street name can register for electronic delivery directly with their bank, brokerage firm or other nominee. Electronic delivery of stockholder communications helps save the Company money by reducing printing and postage costs.
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