2 | TRADEWEB |
2024 PROXY SUMMARY | 3 |
Date: | Friday, May 10, 2024 |
Time: | 9 a.m., Eastern Time |
Virtual Meeting: | www.virtualshareholdermeeting.com/TW2024 |
Record Date: | March 13, 2024 |
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 |
6 | TRADEWEB |
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, performance-based restricted stock units and performance stock units 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. |
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. |
TRADEWEB | 7 |
3 | ||
Proposal 2: Ratification of Appointment of Deloitte as Independent Registered Public Accounting Firm | ||
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37 | Executive Officers of the Company | |
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TRADEWEB | 8 |
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 |
2024 PROXY STATEMENT | 9 |
10 | TRADEWEB |
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2024 PROXY STATEMENT | 11 |
12 | TRADEWEB |
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 and Chair of the Compensation Committee since August 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. | |||
14 | TRADEWEB |
Paula Madoff | Independent | |||
Age: 56 | Director Since: March 2019 | ||
Tradeweb Committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee (Chair) | Other current public company boards: Great-West Lifeco Inc., KKR Real Estate Finance Trust Inc., Power Corporation of Canada | ||
Key Experience and Qualifications: •Deep bench of knowledge and experience leading Goldman Sachs’ interest rate products and mortgages businesses •Significant service on boards and board committees Ms. Madoff has served as Tradeweb’s Lead Independent Director since February 2022 and Chair of the Nominating and Corporate Governance Committee since May 2023. Ms. Madoff is an Advisor to The Goldman Sachs Group (“Goldman”), a multinational investment bank and financial services company. She has worked at Goldman for 30 years in a variety of leadership roles and was most recently a Partner leading the Interest Rate Products and Mortgages businesses until her retirement from that role in August 2017. Before joining Goldman, Ms. Madoff worked in Mergers and Acquisitions at Wasserstein Perella & Co. and in Corporate Finance at Bankers Trust. Ms. Madoff serves as a non-executive director on the boards of Great-West Lifeco Inc., KKR Real Estate Finance Trust Inc., Power Corporation of Canada, Santander Holdings 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. |
Thomas Pluta | |||
Age: 57 | Director Since: March 2019 | ||
Tradeweb Committees: None | Other current public company boards: None | ||
Key Experience and Qualifications: •Significant trading and management experience and deep knowledge of our industry •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 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, from July 2019 to October 2022. Prior to that, Mr. Pluta was Co-Head of Global Rates Trading from April 2015 to July 2019 and Global Head of Short Term Interest Rate Trading from January 2014 to 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, Mr. Pluta served as the Corporate and Investment Bank lead for the firm-wide LIBOR Transition Program. 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. | |||
2024 PROXY STATEMENT | 15 |
Steven Berns | Independent | |||
Age: 59 | Director Since: April 2020 | ||
Tradeweb Committees: Audit Committee (Chair) | Other current public company boards: None | ||
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 |
20 | TRADEWEB |
2024 PROXY STATEMENT | 21 |
22 | TRADEWEB |
2024 PROXY STATEMENT | 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 | |
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 | — | — | — |
24 | TRADEWEB |
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 |
26 | TRADEWEB |
2024 PROXY STATEMENT | 27 |
28 | TRADEWEB |
2024 PROXY STATEMENT | 29 |
30 | TRADEWEB |
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 |
2024 PROXY STATEMENT | 31 |
32 | TRADEWEB |
2024 PROXY STATEMENT | 33 |
34 | TRADEWEB |
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 | 35 |
36 | TRADEWEB |
2024 PROXY STATEMENT | 37 |
NEO | Title |
Billy Hult | Chief Executive Officer |
Sara Furber | Chief Financial Officer |
Thomas Pluta | President |
Enrico Bruni | Managing Director, Head of Europe and Asia Business |
Justin Peterson | Chief Technology Officer |
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. |
2024 PROXY STATEMENT | 41 |
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 | —% |
42 | TRADEWEB |
Level of Performance Achieved | Constant Currency Revenue Growth (50% of Bonus) | Payout as a Percentage of Target Bonus(1) | Constant Currency Adjusted EBITDA Margin (50% of Bonus) | Payout as a Percentage of Target Bonus (1) | ||||
Threshold | 3.0% | 0% | 48.3% | 0% | ||||
Target | 11.0% | 50% | 51.8% | 50% | ||||
Maximum | 12.0% | 75% | 52.0% | 75% |
2024 PROXY STATEMENT | 43 |
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 |
44 | TRADEWEB |
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% |
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% |
2024 PROXY STATEMENT | 45 |
NEO | 2023 PRSUs(1 ) (#) | Approved Value of PRSUs at Time of Grant(2) | 2023 PSUs(3) (#) | Approved Value of PSUs at Time of Grant(2) | 2023 RSUs(1) (#) | Approved Value of RSUs at Time of Grant(2) | Aggregate Approved Value of PRSUs, PSUs and RSUs at Time of Grant(2) | ||||||
Billy Hult | 43,128 | $3,000,000 | 41,969 | $3,000,000 | 43,128 | (3) | $3,000,000 | (3) | $9,000,000 | ||||
Sara Furber | 18,688 | $1,300,000 | 36,373 | $2,600,000 | 18,688 | $1,300,000 | $5,200,000 | ||||||
Thomas Pluta | 29,470 | $2,050,000 | 36,373 | $2,600,000 | 29,470 | $2,050,000 | $6,700,000 | ||||||
Enrico Bruni | 17,819 | $1,239,526 | 36,373 | $2,600,000 | 17,819 | $1,239,526 | $5,079,052 | ||||||
Justin Peterson | 13,729 | $955,000 | 36,373 | $2,600,000 | 13,729 | $955,000 | $4,510,000 |
46 | TRADEWEB |
2024 PROXY STATEMENT | 47 |
Aspen Technology, Inc. | MarketAxess Holdings Inc. |
BGC Group, Inc. | Morningstar, Inc. |
BILL Holdings, Inc. | MSCI Inc. |
Cboe Global Markets, Inc. | Nasdaq, Inc. |
FactSet Research Systems Inc. | Q2 Holdings, Inc. |
Fair Isaac Corporation | SEI Investments Company |
Guidewire Software, Inc. | Virtu Financial, Inc. |
Interactive Brokers Group, Inc. |
48 | TRADEWEB |
Name and Principal Position | Year | Salary ($) | 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 ($) |
Billy Hult | 7,499,959 | 7,298,410 |
Sara Furber | 3,249,843 | 6,325,265 |
Thomas Pluta | 5,124,833 | 6,325,265 |
Enrico Bruni | 3,098,724 | 6,325,265 |
Justin Peterson | 2,387,473 | 6,325,265 |
2024 PROXY STATEMENT | 49 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | ||||||||||
Name | Grant Date | Committee Approval Date | Award Type | Threshold ($)(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 |
50 | TRADEWEB |
2024 PROXY STATEMENT | 51 |
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) ($) | ||||||
Billy Hult | 2018 | 242,900 | 20.59 | 10/26/2028 | — | — | — | — | ||||||
2021 | — | — | — | 57,969 | (2) | 5,268,223 | (3) | — | — | |||||
2022 | — | — | — | 48,577 | (4) | 4,414,678 | (3) | — | — | |||||
2023 | — | — | — | 121,319 | (5) | 11,025,477 | (3) | 41,969 | (6) | 3,814,143 | (7) | |||
Sara Furber | 2021 | — | — | — | 17,107 | (8) | 1,554,684 | (9) | — | — | ||||
2022 | — | — | — | 26,896 | (10) | 2,444,308 | (9) | — | — | |||||
2023 | — | — | — | 52,569 | (11) | 4,777,471 | (9) | 36,373 | (6) | 3,305,578 | (12) | |||
Thomas Pluta | 2023 | — | — | — | 82,899 | (13) | 7,533,861 | (14) | 36,373 | (6) | 3,305,578 | (15) | ||
Enrico Bruni | 2018 | 167,754 | 20.59 | 10/26/2028 | — | — | — | — | ||||||
2021 | — | — | — | 22,024 | (16) | 2,001,541 | (17) | — | — | |||||
2022 | — | — | — | 21,635 | (18) | 1,966,189 | (17) | — | — | |||||
2023 | — | — | — | 50,125 | (19) | 4,555,360 | (17) | 36,373 | (6) | 3,305,578 | (20) | |||
Justin Peterson | 2018 | 10,000 | 20.59 | 10/26/2028 | — | — | — | — | ||||||
2021 | — | — | — | 18,203 | (21) | 1,654,289 | (22) | — | — | |||||
2022 | — | — | — | 18,828 | (23) | 1,711,089 | (22) | — | — | |||||
2023 | — | — | — | 38,620 | (24) | 3,509,786 | (22) | 36,373 | (6) | 3,305,578 | (25) |
52 | TRADEWEB |
Option awards | Stock awards | ||||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(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 |
2024 PROXY STATEMENT | 53 |
54 | TRADEWEB |
2024 PROXY STATEMENT | 55 |
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 | $10,180,650 |
56 | TRADEWEB |
2024 PROXY STATEMENT | 57 |
Year | Summary Compensation Table Total for PEO (Hult) ($)(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 | $ | $ | $— | $— | $ | $ | $ | $ | $ | |
2022 | $— | $— | $ | $( | $ | $( | $ | $ | $ | |
2021 | $— | $— | $ | $ | $ | $ | $ | $ | $ | |
2020 | $— | $— | $ | $ | $ | $ | $ | $ | $ |
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 | $ | $ | $ | $ |
Average of Non-PEO NEOs | 2023 | $ | $ | $ | $ |
58 | TRADEWEB |
Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Year | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value During the Fiscal Year Through the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | |
Billy Hult | 2023 | $ | $ | $ | $ | $ | $ | $ |
Average of Non-PEO NEOs | 2023 | $ | $ | $ | $ | $ | $ | $ |
2024 PROXY STATEMENT | 59 |
60 | TRADEWEB |
2024 PROXY STATEMENT | 61 |
62 | TRADEWEB |
Name | # of RSUs granted | Vest Date |
Jacques Aigrain | 3,427 | May 15, 2024 |
Steven Berns | 2,280 | May 15, 2024 |
Troy Dixon | 2,486 | May 15, 2024 |
Scott Ganeles | 2,362 | May 15, 2024 |
Paula Madoff | 3,138 | May 15, 2024 |
Lee Olesky(1) | 4,620 | December 31, 2023 |
Rana Yared | 1,627 | May 15, 2024 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) |
Jacques Aigrain | 160,000 | 249,500 | 409,500 |
Balbir Bakhshi | — | — | — |
Steven Berns | 130,000 | 166,000 | 296,000 |
Troy Dixon(2) | 98,750 | 181,000 | 279,750 |
Scott Ganeles | 127,500 | 172,000 | 299,500 |
Catherine Johnson(3) | — | — | — |
Paula Madoff | 182,500 | 228,500 | 411,000 |
Lee Olesky(4) | 75,000 | 300,000 | 375,000 |
Murray Roos | — | — | — |
Rana Yared | 115,000 | 118,500 | 233,500 |
2024 PROXY STATEMENT | 63 |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||
Equity compensation plans approved by security holders | 3,563,390 | (1) | $24.37 | (2) | 5,889,066 | (3) |
Equity compensation plans not approved by security holders | — | — | — | |||
Total | 3,563,390 | — | 5,889,066 |
64 | TRADEWEB |
2024 PROXY STATEMENT | 65 |
66 | TRADEWEB |
2024 PROXY STATEMENT | 67 |
68 | TRADEWEB |
2024 PROXY STATEMENT | 69 |
70 | TRADEWEB |
2024 PROXY STATEMENT | 71 |
72 | TRADEWEB |