tw-20240328
DEF 14AFALSE000175873000017587302023-01-012023-12-31iso4217:USDxbrli:pure00017587302022-01-012022-12-3100017587302021-01-012021-12-3100017587302020-01-012020-12-310001758730ecd:PeoMembertw:EquityAwardsReportedValueMember2023-01-012023-12-310001758730ecd:PeoMembertw:EquityAwardAdjustmentsMember2023-01-012023-12-310001758730ecd:NonPeoNeoMembertw:EquityAwardsReportedValueMember2023-01-012023-12-310001758730tw:EquityAwardAdjustmentsMemberecd:NonPeoNeoMember2023-01-012023-12-310001758730ecd:PeoMembertw:EquityAwardsGrantedDuringTheCurrentYearMember2023-01-012023-12-310001758730tw:EquityAwardsGrantedInPriorYearsUnvestedMemberecd:PeoMember2023-01-012023-12-310001758730ecd:PeoMembertw:EquityAwardsGrantedDuringTheYearVestedMember2023-01-012023-12-310001758730ecd:PeoMembertw:EquityAwardsGrantedInPriorYearsVestedMember2023-01-012023-12-310001758730ecd:PeoMembertw:EquityAwardsAdjustmentsForEquityAwardsFailedToMeetPerformanceConditionsMember2023-01-012023-12-310001758730tw:EquityAwardsValueOfDividendsAndOtherEarningsPaidAdjustmentMemberecd:PeoMember2023-01-012023-12-310001758730tw:EquityAwardsGrantedDuringTheCurrentYearMemberecd:NonPeoNeoMember2023-01-012023-12-310001758730tw:EquityAwardsGrantedInPriorYearsUnvestedMemberecd:NonPeoNeoMember2023-01-012023-12-310001758730tw:EquityAwardsGrantedDuringTheYearVestedMemberecd:NonPeoNeoMember2023-01-012023-12-310001758730tw:EquityAwardsGrantedInPriorYearsVestedMemberecd:NonPeoNeoMember2023-01-012023-12-310001758730tw:EquityAwardsAdjustmentsForEquityAwardsFailedToMeetPerformanceConditionsMemberecd:NonPeoNeoMember2023-01-012023-12-310001758730tw:EquityAwardsValueOfDividendsAndOtherEarningsPaidAdjustmentMemberecd:NonPeoNeoMember2023-01-012023-12-31000175873012023-01-012023-12-31000175873022023-01-012023-12-31000175873032023-01-012023-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the 
Securities Exchange Act of 1934
_________________________
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12
Tradeweb Markets Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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NOTICE OF 2024
ANNUAL MEETING OF
STOCKHOLDERS AND
PROXY
STATEMENT
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As a leader in building and operating
electronic marketplaces for rates, credit,
equities and money markets,
Tradeweb connects over 2,500
institutional, wholesale and retail clients
globally.
ABOUT TRADEWEB
FY23 Revenues
$1.3B
(+12.6% YoY, +12.2% CC*)
FY23 Adjusted EBITDA Margin**
52.4%
(+49 bps YoY)
FY23 Adjusted Net Income**
$535.5M
(+19.0% YoY)
FY23 Free Cash Flow**
$684.3M
(+19.5% YoY)
*      "CC" means constant currency. Growth information presented on a "constant currency" basis is a non-GAAP financial measure and reflects growth for the period
excluding the impact of foreign exchange currency fluctuations.
**    Revenue growth on a constant currency basis, adjusted EBITDA margin, adjusted net income and free cash flow are non-GAAP financial measures used to
supplement information in our financial results. A reconciliation of these non-GAAP financial measures may be found in our Form 8-K filed with the U.S. Securities
and Exchange Commission on February 6, 2024 and our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and
Exchange Commission on February 9, 2024.
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Dear Stockholder,
You are cordially invited to attend the Annual Meeting of Stockholders of Tradeweb
Markets Inc., which will be held virtually at 9 a.m., Eastern Time, on Friday, May 10, 2024,
at www.virtualshareholdermeeting.com/TW2024.
The attached Notice of the Annual Meeting of Stockholders and Proxy Statement
describes the formal business that we will transact at the virtual Annual Meeting.
We are furnishing our proxy materials over the Internet in accordance with the rules of
the U.S. Securities and Exchange Commission ("SEC"). Accordingly, we are sending a
Notice of Internet Availability of Proxy Materials (the "Notice"), rather than a full paper set
of the proxy materials, unless you previously requested to receive printed copies. The
Notice contains details regarding the date, time and location of the meeting and the business
to be conducted, as well as instructions on how to access our proxy materials on the Internet
and for voting over the Internet.
Whether or not you plan to virtually attend the Annual Meeting, please vote your shares
promptly by following the voting instructions that you have received. Your vote is
important regardless of the number of shares you own. Voting by proxy will not
prevent you from voting virtually at the Annual Meeting, but will assure that your
vote is counted if you cannot virtually attend.
On behalf of the Board of Directors and the employees of Tradeweb Markets Inc., we
thank you for your continued support and look forward to seeing you at the virtual Annual
Meeting.
Sincerely yours,
BILLY HULT
Chief Executive Officer
March 28, 2024
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Notice of 2024 Virtual Annual Meeting of Stockholders
To Our Stockholders:
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Tradeweb Markets Inc.
("Tradeweb" or the "Company") that will be held virtually at 9 a.m., Eastern Time, on Friday, May 10, 2024, at
www.virtualshareholdermeeting.com/TW2024 for the following purposes:
1.To elect the four nominees for director named in the attached Proxy Statement as Class II directors, each to serve on the Board of
Directors for a three-year term until the 2027 Annual Meeting of Stockholders or their respective successors are elected and qualified
(Proposal 1);
2.To ratify the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal
year ending December 31, 2024 (Proposal 2);
3.To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3);
4.To determine, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers
(Proposal 4); and
5.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The Board of Directors unanimously recommends that you vote (i) "FOR ALL" of the director nominees named in the attached
Proxy Statement, (ii) "FOR" the ratification of the appointment of Deloitte as our independent registered public accounting firm, (iii) "FOR"
the approval, on an advisory basis, of the compensation paid to our named executive officers and (iv) "1 YEAR" for the frequency of future
advisory votes on the compensation of our named executive officers.
The Board of Directors has fixed March 13, 2024 as the record date for determining stockholders entitled to receive notice of, and to
vote at, the virtual Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on
that date will be entitled to notice of, and to vote at, the Annual Meeting. Holders of outstanding shares of Class A common stock, Class B
common stock, Class C common stock and Class D common stock vote together as a single class on all matters on which stockholders are
entitled to vote generally (except as may be required by law). Each share of Class A common stock and Class C common stock entitles its
holder to one vote on all matters presented to the Company’s stockholders generally. Each share of Class B common stock and Class D
common stock entitles its holder to ten votes on all matters presented to the Company’s stockholders generally.
The Board of Directors has again determined to hold the Annual Meeting virtually. We believe that this is the right choice for the
Company as it provides expanded stockholder access regardless of the size of the Annual Meeting or resources available to stockholders,
improves communication and allows participants to attend the Annual Meeting conveniently from any location at no additional cost. The
Company has endeavored to provide stockholders attending the Annual Meeting with the same rights and opportunities to participate as
they would at an in-person meeting.
You are cordially invited to virtually attend the Annual Meeting, conducted virtually via live audio webcast at
www.virtualshareholdermeeting.com/TW2024, to vote on the proposals described in this Proxy Statement, view the list of registered
stockholders on the Annual Meeting website and submit questions during the meeting. Your vote is important. Regardless of whether or not
you participate in the Annual Meeting, we hope that you vote as soon as possible. You may vote online or by phone, or, if you received
paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction
card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Annual Meeting regardless of
whether you attend online. For additional details, see "Voting and Attendance at the Annual Meeting" below. This Proxy Statement
provides detailed information about the Annual Meeting. We encourage you to read this Proxy Statement carefully and in its entirety.
By Order of the Board of Directors,
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Douglas Friedman
General Counsel and Secretary
New York, New York
March 28, 2024
2
TRADEWEB
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON MAY 10, 2024
The Notice, the Proxy Statement and the Company’s 2023 Annual
Report are available at www.proxyvote.com.
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2024 PROXY SUMMARY
3
This summary highlights information contained elsewhere
in this Proxy Statement. This summary does not contain
all the information you should consider in voting your
shares. Please read the complete Proxy Statement and
our Annual Report to Stockholders for the fiscal year
ended December 31, 2023 carefully before voting.
PROXY SUMMARY
MEETING INFORMATION
Date:
Friday, May 10, 2024
Time:
9 a.m., Eastern Time
Virtual Meeting:
www.virtualshareholdermeeting.com/TW2024
Record Date:
March 13, 2024
HOW TO VOTE
4
TRADEWEB
Proxy Summary
We first began sending our stockholders the Notice and made our proxy materials available on or about March 28,
2024.
PROPOSALS
Proposal 1
Election of
Directors
To elect the four director nominees named in this Proxy Statement as Class II directors of the
Company, each to serve for a three-year term until the 2027 Annual Meeting or their respective
successors are elected and qualified.
ü Our Board unanimously recommends that you vote "FOR ALL" of the director nominees.
Proposal 2
Auditor
Ratification
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2024.
ü Our Board unanimously recommends that you vote "FOR" ratification of the appointment of Deloitte
& Touche LLP as our independent registered public accounting firm for fiscal 2024.
INTERNET
To vote before the meeting, visit
www.proxyvote.com.
To vote at the meeting, visit
www.virtualshareholdermeeting
.com/TW2024. You will need
the control number printed on
your notice, proxy card or voting
instruction form.
TELEPHONE
If you received a paper copy of the
proxy materials, dial toll-free
800-690-6903 or the
telephone number on your voting
instruction form. You will need
the control number printed on
your notice, proxy card or voting
instruction form.
MAIL
If you received a paper copy of
the proxy materials, send your
completed and signed proxy card
or voting instruction form using the
enclosed postage-paid envelope.
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Proposal 3
Advisory Vote
on Executive
Compensation
To approve, on an advisory basis, the compensation of our named executive officers.
ü Our Board unanimously recommends that you vote, on an advisory basis, "FOR" the compensation
of our named executive officers as set forth in this Proxy Statement.
Proposal 4
Frequency of
Advisory Vote
on Executive
Compensation
To determine, on an advisory basis, the frequency of future advisory votes on the compensation of our
named executive officers.
ü Our Board unanimously recommends that you vote, on an advisory basis, "1 YEAR" for the
frequency of future advisory votes on the compensation of our named executive officers.
Your vote is important. You may vote your shares in advance of the Annual Meeting via the Internet, by telephone or
by mail or during the meeting by attending and voting electronically. If you vote via the Internet, by telephone or
plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.
Our Board of Directors
Committee Membership
Name
Director
Since
Principal Occupation
Independent
Audit
Committee
Compensation
Committee
Nominating
and Corporate
Governance
Committee
Other Current
Public
Company
Boards
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Jacques
Aigrain
2022
Director,
Clearwater Analytics
Chairman, Lyondell Basell
Industries N.V.
ü
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ü
2
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Balbir
Bakhshi
2021
Chief Risk Officer,
London Stock Exchange
Group plc
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Steven
Berns
2020
Former Chief Financial
Officer & Chief Operating
Officer
ü
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Troy
Dixon
2023
Founder and Chief
Investment Officer,
Hollis Park Partners LP
ü
ü
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Scott
Ganeles
2019
Senior Partner,
WestCap Group, LLC
ü
ü
ü
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Billy Hult
2019
Chief Executive Officer,
Tradeweb Markets
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Catherine
Johnson
2023
Group General Counsel,
London Stock Exchange
Group plc
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Paula B.
Madoff
2019
Advisor,
The Goldman Sachs
Group Inc.
ü
ü
ü
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3
TW_LisaOpoku_4Proxy (002).jpg
Lisa
Opoku
2024
Former Chief Operating
Officer
ü
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Thomas
Pluta
2019
President,
Tradeweb Markets
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Murray
Roos
2021
Group Director, Capital
Markets, London Stock
Exchange Group plc
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Rana
Yared
2022
General Partner,
Balderton Capital
ü
ü
   Denotes Chairperson
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TRADEWEB
5
Proxy Summary
Our Board of Directors
BOARD SKILLS AND QUALIFICATIONS
6
TRADEWEB
Proxy Summary
CAPITAL MARKETS/
FIXED INCOME
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ELECTRONIC
TRADING
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13194139534232
13194139534265
CORPORATE
GOVERNANCE
13194139534325
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RISK MANAGEMENT/
INFORMATION
TECHNOLOGY & SYSTEMS
13194139534475
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12 of 12 directors
9 of 12 directors
8 of 12 directors
9 of 12 directors
LEGAL &
REGULATORY
13194139534857
13194139534891
5 of 12 directors
9 of 12 directors
GLOBAL LEADERSHIP/
HUMAN CAPITAL
13194139535389
12 of 12 directors
FINANCIAL
EXPERTISE
13194139535500
9 of 12 directors
MERGERS &
ACQUISITIONS
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BOARD INDEPENDENCE, AGE, DIVERSITY AND TENURE
13194139535769
58%
INDEPENDENT
13194139535816
54.7
AVERAGE AGE
13194139535865
AVERAGE
3.1
YEARS
13194139535914
33%
FEMALE
13194139535971
25%
DIVERSE
DIVERSITY
Gender
Race/Ethnicity
Non-independent
Independent
56+ years
<50 years
51-55 years
3+ years
0-3 years
Diverse
Other
Female
Male
INDEPENDENCE
AGE
TENURE
Executive Compensation Program Highlights
PHILOSOPHY AND OBJECTIVES
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.
KEY ELEMENTS OF OUR FISCAL YEAR 2023 COMPENSATION PROGRAM
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
Proxy Summary
13194139536157
94%
AT-RISK PAY
13194139536210
94%
AT-RISK PAY
Table of Contents
3
Proposal 2: Ratification of Appointment of Deloitte
as Independent Registered Public Accounting Firm
33
34
37
Executive Officers of the Company
49
50
50
52
53
53
58
58
62
64
65
65
65
65
70
71
71
71
72
TRADEWEB
8
General Information
The enclosed proxy is solicited by the Board of Directors (the "Board") of Tradeweb Markets Inc. ("Tradeweb" or the
"Company") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually at 9 a.m., Eastern
Time, on Friday, May 10, 2024, at www.virtualshareholdermeeting.com/TW2024 and at any adjournment or postponement
thereof. Our principal offices are located at 1177 Avenue of the Americas, New York, New York 10036. This Proxy
Statement is first being made available to our stockholders on or about March 28, 2024.
Numerical figures included in this Proxy Statement have been subject to rounding adjustments. Accordingly, numerical
figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
FORWARD-LOOKING STATEMENTS AND REFERENCES TO WEBSITES
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans,
objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than
statements of historical fact, including statements regarding our social, environmental and other sustainability plans and
priorities. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can
be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and
uncertainties, including the risk factors that we identify in our SEC filings, and actual results may differ materially from the
results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement
that we may make, whether as a result of new information, future events or otherwise, except as may be required by
applicable law, regulation or other competent legal authority. In addition, our environmental, social and governance plans and
priorities are aspirational and may change. Statements regarding our plans and priorities are not guarantees or promises that
they will be met, and the inclusion of information in our Corporate Sustainability Reports (as discussed below), or identifying
it as material for purposes of such report or assessing our environmental, social and governance initiatives, should not be
construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of
any of our SEC filings. Information contained on our website, or any website that is linked to or otherwise referenced herein,
is not incorporated into, or a part of, this Proxy Statement, and any such website references throughout this Proxy Statement
are provided for convenience only.
OUTSTANDING SECURITIES AND QUORUM
Only holders of record of our Class A common stock, Class B common stock, Class C common stock and Class D
common stock (each such designation having par value $0.00001 per share) at the close of business on March 13, 2024 (the
record date) will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 115,925,380 shares of Class
A common stock outstanding and entitled to vote, 96,933,192 shares of Class B common stock outstanding and entitled to
vote, 18,000,000 shares of Class C common stock outstanding and entitled to vote and 5,077,973 shares of Class D common
stock outstanding and entitled to vote. Holders of outstanding shares of Class A common stock, Class B common stock, Class
C common stock and Class D common stock vote together as a single class on all matters on which stockholders are entitled
to vote generally (except as may be required by law).
Each share of Class A common stock and Class C common stock entitles its holder to one vote on all matters presented
to the Company’s stockholders generally. Each share of Class B common stock and Class D common stock entitles its holder
to ten votes on all matters presented to the Company’s stockholders generally. The holders of Class C common stock and
Class D common stock have no economic interests in the Company (where "economic interests" means the right to receive
any dividends or distributions, whether cash or stock, in connection with common stock). These attributes are summarized in
the following table:
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
All of the shares of our outstanding Class B common stock and Class C common stock are currently held by an indirect
subsidiary (the "Refinitiv Direct Owner") of Refinitiv Parent Limited ("Refinitiv"). On January 29, 2021, the London Stock
Exchange Group plc ("LSEG") acquired the Refinitiv business. Following the consummation of such transaction, LSEG
2024 PROXY STATEMENT
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became the controlling stockholder of Refinitiv, and Refinitiv continues to be the controlling stockholder of Tradeweb,
holding approximately 89.9% of the combined voting power of our Class A common stock, Class B common stock, Class C
common stock and Class D common stock as of the record date. LSEG has advised us that it intends to vote all such shares
for the election of each of the nominees to the Board named herein, the ratification of the appointment of our independent
registered public accounting firm, the approval, on an advisory basis, of the compensation paid to our named executive
officers, and the approval of a one-year frequency for future advisory votes on the compensation of our named executive
officers.
A majority of the voting power of the issued and outstanding Class A common stock, Class B common stock, Class C
common stock and Class D common stock entitled to vote at the Annual Meeting, present virtually or represented by proxy,
constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes (as discussed
below) will be included in determining the presence of a quorum at the Annual Meeting.
INTERNET AVAILABILITY OF PROXY MATERIALS
We are furnishing proxy materials to some of our stockholders via the Internet by mailing the Notice instead of mailing
printed copies of those materials. The Notice directs stockholders to a website where they can access our proxy materials,
including this Proxy Statement and our combined Annual Report to Stockholders and Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 (the "2023 Annual Report") and view instructions on how to vote via the Internet or by
telephone. If you received a Notice and would prefer to receive a paper copy of our proxy materials, please follow the
instructions included in the Notice. If you elect to receive our future proxy materials electronically, you will receive access to
those materials via email unless and until you elect otherwise.
PROXY VOTING
Shares that are properly voted via the Internet or by telephone or for which proxy cards are properly executed and
returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be
voted in accordance with the Board’s recommendations as follows: "FOR ALL" of the director nominees named in this Proxy
Statement, "FOR" the ratification of the appointment of our independent registered public accounting firm, "FOR" the
approval, on an advisory basis, of the compensation paid to our named executive officers, and "1 YEAR" for the frequency of
future advisory votes on the compensation of our named executive officers. It is not expected that any additional matters will
be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy
card or their substitutes will vote in their discretion on such matters.
The manner in which your shares may be voted depends on how your shares are held. If you own shares of record,
meaning that your shares are represented by certificates or book entries in your name so that you appear as a stockholder on
the records of Equiniti Trust Company, LLC, our stock transfer agent, you may vote by proxy, meaning you authorize
individuals named in the proxy card to vote your shares. You may provide this authorization by voting via the Internet, by
telephone or (if you have received paper copies of our proxy materials) by returning a proxy card. In these circumstances, if
you do not vote by proxy or virtually at the Annual Meeting, your shares will not be voted. If you own shares in street name,
meaning that your shares are held by a bank, brokerage firm or other nominee, you may instruct that institution on how to
vote your shares. You may provide these instructions by voting via the Internet, by telephone, or (if you have received paper
copies of our proxy materials) by returning a voting instruction form received from that institution. In these circumstances, if
you do not provide voting instructions, we expect that the institution may nevertheless vote your shares on your behalf with
respect to the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal
year ending December 31, 2024, but cannot vote your shares on any other matters being considered at the Annual Meeting.
We encourage you to provide voting instructions to your bank, brokerage firm or other nominee.
VOTING STANDARD
With respect to the election of directors (Proposal 1), a nominee for director will be elected to the Board by a plurality
of the votes cast in respect of the shares of common stock present virtually or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors. A plurality vote requirement means that the four director nominees with the
greatest number of votes cast "FOR" such nominees are elected as directors. You may vote "FOR ALL", "WITHHOLD ALL"
or "FOR ALL EXCEPT" a director nominee. Votes that are withheld are not considered votes cast for the foregoing purpose
and will have no effect on the outcome of the election. Similarly, broker non-votes are not considered votes cast for the
foregoing purpose, and will have no effect on the outcome of the election.
With respect to the ratification of the appointment of Deloitte as our independent registered public accounting firm for
the fiscal year ending December 31, 2024 (Proposal 2), the affirmative vote of a majority of the voting power of common
General Information
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TRADEWEB
stock present virtually or represented by proxy and entitled to vote on the matter is required to approve the matter. With
respect to Proposal 2 you may vote "FOR", "AGAINST" or "ABSTAIN". For this matter, abstentions are counted as present
at the Annual Meeting and entitled to vote and will have the effect of a vote "AGAINST" the matter. We do not expect broker
non-votes with respect to this Proposal since brokers are expected to be able to exercise their discretion to vote uninstructed
shares on this Proposal.
With respect to the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3),
the affirmative vote of a majority of the voting power of common stock present virtually or represented by proxy and entitled
to vote on the matter is required to approve the matter. With respect to Proposal 3 you may vote "FOR", "AGAINST" or
"ABSTAIN". For this matter, abstentions are counted as present at the Annual Meeting and entitled to vote and will have the
effect of a vote "AGAINST" the matter. Broker non-votes, if any, will have no effect on the outcome of voting on this
Proposal.
With respect to the advisory vote on the frequency of future advisory votes on the compensation of our named
executive officers (Proposal 4), your vote may be cast for "1 YEAR", "2 YEAR", "3 YEAR" frequency or "ABSTAIN". With
respect to this Proposal 4, the affirmative vote of a majority of the voting power of common stock present virtually or
represented by proxy and entitled to vote on the matter is required to approve the matter. For this matter, abstentions are
counted as present at the Annual Meeting and entitled to vote and will have the effect of a vote "AGAINST" the matter.
Broker non-votes, if any, will have no effect on the outcome of voting on this Proposal. A vote to "ABSTAIN" will have no
effect on the vote. The choice receiving the most votes cast by stockholders present virtually or represented by proxy and
entitled to vote on the matter will be deemed to be the frequency preferred by the stockholders. Because this proposal has
multiple options, it is possible that none of the options receives a majority of the affirmative vote of a majority of the voting
power of common stock present virtually or represented by proxy and entitled to vote on the matter. In that case, we will
consider the option selected by a plurality of the votes cast to be deemed to be the frequency preferred by the stockholders.
Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those
shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion, but are not
permitted to vote on certain proposals (and may elect not to vote) on any of the proposals unless you provide voting
instructions. Voting your shares will help to ensure that your interests are represented at the meeting. We urge you to direct
your broker, bank or other nominee regarding how to vote your shares on all proposals to ensure that your vote is counted. If
you do not provide voting instructions and the broker is able to vote your shares on at least one matter and elects to vote your
shares on such matter(s), it will result in a "broker non-vote" for the matters on which the broker does not vote.
Voting via the Internet or by telephone helps save money by reducing postage and proxy tabulation costs.
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 and follow the instructions.
We encourage you to register to receive all future stockholder communications electronically, instead of in print.
This means that, after you register, access to the 2023 Annual Report, Proxy Statement and other correspondence will be
delivered to you via email.
VOTING AND ATTENDANCE AT THE ANNUAL MEETING
To attend the Annual Meeting, vote or submit questions during the Annual Meeting or view the list of registered
stockholders during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and
log in using their 16-digit control number included on their proxy card or Notice. Beneficial owners should review the proxy
materials and their voting instruction form or Notice for how to vote in advance of, and how to participate in, the Annual
Meeting. Specifically, if you are a beneficial owner and your voting instruction form or the Notice does not indicate that you
may vote the shares through the www.proxyvote.com website, you should contact your bank, broker or other nominee
General Information
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(preferably at least 5 days before the Annual Meeting) and obtain a "legal proxy" (which will contain a 16-digit control
number that will allow you to attend, participate in or vote at the Annual Meeting).
We encourage you to vote your shares in advance of the Annual Meeting by one of the methods described above, even
if you plan to virtually attend the Annual Meeting. If you have already voted prior to the Annual Meeting, you may
nevertheless change or revoke your vote at the Annual Meeting as described below. Only stockholders as of the record date
(March 13, 2024) are entitled to virtually attend the Annual Meeting. Each stockholder may appoint only one proxyholder or
representative to virtually attend on the stockholder’s behalf. On the day of the Annual Meeting, if you experience technical
difficulties either during the check-in process or during the Annual Meeting, please call the technical support number that will
be posted on the virtual meeting platform log-in page. Stockholders may submit questions during the Annual Meeting on the
Annual Meeting website. More information regarding the question and answer process, including the number and types of
questions permitted and how questions will be recognized and answered will be available in the meeting rules of conduct,
which will be posted on the Annual Meeting website.
REVOCATION
If you own common stock of record, you may revoke your proxy or change your voting instructions at any time before
your shares are voted at the Annual Meeting by delivering to the Secretary of the Company a written notice of revocation or a
duly executed proxy (via the Internet or telephone or by returning a proxy card) bearing a later date or by virtually attending
the Annual Meeting and voting. A stockholder owning common stock in street name may revoke or change voting
instructions by contacting the bank, brokerage firm or other nominee holding the shares or by obtaining a legal proxy from
such institution and voting virtually at the Annual Meeting.
General Information
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Proposal 1: Election of Directors
Our Board currently has twelve seats, divided into three classes: Class I, Class II and Class III. Each class consists of
one-third of the total number of directors:
Our Class I directors are Troy Dixon, Scott Ganeles, Catherine Johnson and Murray Roos and their terms will expire
at the 2026 Annual Meeting.
Our Class II directors are Jacques Aigrain, Balbir Bakhshi, Paula Madoff and Thomas Pluta and their terms will
expire at this Annual Meeting.
Our Class III directors are Steven Berns, William (“Billy”) Hult, Lisa Opoku and Rana Yared and their terms will
expire at the 2025 Annual Meeting.
The Board proposes that each of Jacques Aigrain, Balbir Bakhshi, Paula Madoff and Thomas Pluta be elected as Class
II directors for new terms of three years each. Each nominee for director will, if elected, continue in office until the 2027
Annual Meeting and until the director’s successor has been duly elected and qualified or until the earlier of the director’s
death, resignation, retirement, disqualification or removal. The proxy holders named on the proxy card intend to vote the
proxy (if you are a stockholder of record) for the election of each of these nominees, unless you indicate on the proxy card
that your vote should be cast against any of the nominees. Under SEC rules, proxies cannot be voted for a greater number of
persons than the number of nominees named. Accordingly, proxies cannot be voted for greater than the four Class II seats
open for election.
Each nominee has consented to be named as a nominee in this Proxy Statement and to serve if elected. If any nominee
is not able to serve, proxies will be voted in favor of the other nominees and may be voted for a substitute nominee, unless the
Board chooses to reduce the number of directors serving on the Board.
All of our current directors and director nominees were designated to serve on the Board by Refinitiv, our controlling
stockholder, pursuant to Refinitiv’s director designation right as set forth in Section 2.1 of the Stockholders Agreement (as
defined below) and the Board believes all of the nominees are qualified to serve on the Board and that their election is in the
best interests of our stockholders. See "Certain Relationships and Related Person Transactions—Related Person Transactions
Entered Into in Connection With the IPO—Stockholders Agreement" for additional information. Once designated by
Refinitiv, the Nominating and Corporate Governance Committee evaluates the director nominee pursuant to our Director
Qualification Standards set forth in our Corporate Governance Guidelines and then recommends the director nominee for
approval by the full Board. Please see "Corporate Governance — Director Nominations and Diversity" for further
information.
The Board of Directors recommends a vote "FOR ALL" of the director nominees.
BIOGRAPHICAL AND RELATED INFORMATION OF DIRECTOR NOMINEES AND CONTINUING
DIRECTORS
The principal occupations and certain other information about our director nominees and our continuing directors
(including the skills and qualifications that led to the conclusion that they should serve as directors) are set forth below. The
age shown below for each director is as of May 10, 2024, which is the date of the Annual Meeting.
NOMINEES FOR DIRECTOR WHOSE TERMS WOULD EXPIRE AT THE 2027 ANNUAL MEETING
The Board has nominated four Class II director nominees to be elected at the Annual Meeting to serve for three-year
terms ending with the 2027 Annual Meeting of Stockholders and until a successor is duly elected and qualified or until the
earlier of the director’s death, resignation, or removal. Each nominee has agreed to serve if elected and is currently a director
of the Company.
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As mentioned above:
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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.
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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.
Proposal 1: Election of Directors
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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.
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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.
Proposal 1: Election of Directors
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DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING
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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.
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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.
Proposal 1: Election of Directors
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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.
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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.
Proposal 1: Election of Directors
2024 PROXY STATEMENT
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DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING
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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.
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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.
Proposal 1: Election of Directors
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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.
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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.
Proposal 1: Election of Directors
2024 PROXY STATEMENT
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Corporate Governance
CONTROLLED COMPANY EXEMPTION AND DIRECTOR INDEPENDENCE
Our Board has affirmatively determined that each of Mr. Aigrain, Mr. Berns, Mr. Dixon, Mr. Ganeles, Ms. Madoff, Ms.
Opoku and Ms. Yared is independent under the rules of the Nasdaq Global Select Market (“Nasdaq”) and SEC, including,
with respect to members of each of the Audit Committee and Compensation Committee, those applicable to such committee
service.
In making its independence determinations with respect to our directors, the Board considered that Mr. Dixon is the
founder, managing partner and Chief Investment Officer of Hollis Park Partners, LP, a client of the Company, that had paid
de minimis fees to the Company for ordinary course services from the Company during fiscal 2023 on terms that are
substantially equivalent to those prevailing at the time for comparable transactions with other similarly situated customers.
The transaction did not exceed 1% of the Company’s gross consolidated revenues or that of Hollis Park Partners, LP. Based
on this review, the Board concluded that this transaction does not interfere with the ability of Mr. Dixon to exercise
independent judgment in carrying out his Board responsibilities.
The Refinitiv Direct Owner and an indirect subsidiary of Refinitiv that, prior to the Reorganization Transactions, owned
membership interests of TWM LLC and that continues to own common membership interests of TWM LLC ("LLC
Interests") after the completion of the IPO and Reorganization Transactions (the "Refinitiv LLC Owner," and together with
the Refinitiv Direct Owner, the "Refinitiv Owners"), who are parties to the Stockholders Agreement, hold Class B common
stock, Class C common stock and Class D common stock collectively representing a majority of the combined voting power
of our total outstanding common stock. As a result, we are a "controlled company" within the meaning of the corporate
governance standards of Nasdaq. Under these corporate governance standards, a company of which more than 50% of the
voting power is held by an individual, a group or another company is a “controlled company” and may elect not to comply
with certain corporate governance requirements, including the requirement that a majority of its board consist of independent
directors, the requirement that director nominations be made, or recommended to the full board, by its independent directors
or by a nominations committee that is composed entirely of independent directors and the requirement that the compensation
committee be composed entirely of independent directors.
We currently do not rely on the exemptions available to us as a controlled company. Currently, our Board consists of a
majority of independent directors and all of our Board committees are comprised entirely of independent directors with
independent Chairs. If at any time we do elect to rely on the exemptions and then subsequently cease to be a controlled
company, we will take all action necessary to comply with applicable SEC rules and regulations and Nasdaq rules, subject to
permitted “phase-in” periods under the Nasdaq rules.
KEY GOVERNANCE PRACTICES
Majority independent Board.
Independent Board Chairperson.
Strong Lead Independent Director role.
Fully independent Board committees with independent Chairs.
Regular executive sessions where independent directors meet without management present.
Annual Board and Committee evaluation process.
Director overboarding policy.
Inclusion and interview of gender and ethnically diverse candidates in any pool of candidates from which board of
director nominees are chosen and Board Diversity Policy.
Annual disclosure of consolidated EEO-1 report in our Corporate Sustainability Report.
Robust whistleblowing procedures and strict non-retaliation policy.
Board oversight of environmental, social and governance ("ESG") initiatives and key risk matters.
No stockholder rights plan.
Active stockholder engagement.
Proactive Board and Committee refreshment with focus on the optimal mix of skills, experience and backgrounds.
BOARD LEADERSHIP
The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with
the best interests of the Company. The Board’s responsibility is one of oversight, and in performing its oversight role, the
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TRADEWEB
Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with its
stockholders.
Our Corporate Governance Guidelines provide that the Board selects its chairperson ("Chairperson") and the
Company’s Chief Executive Officer in the manner it considers to be in the best interests of the Company. Therefore, the
Board does not have a policy on whether the roles of Chairperson and Chief Executive Officer should be separate or
combined and, if it is to be separate, whether the Chairperson should be selected from the independent directors.
Lee Olesky, our former Chief Executive Officer, served as Chairperson until his retirement from the Board in June
2023. Effective as of July 2023, Jacques Aigrain was elected by the Board as independent Chairperson to succeed Mr. Olesky.
Ms. Madoff has served as our Lead Independent Director since February 2022. The Board currently believes that separating
the roles of the Chairperson and the Chief Executive Officer is in the best interests of the Company and its stockholders and
represents the most effective leadership structure for the Company. The Board believes that strong independent leadership is
essential for the Board to effectively perform its functions and to help promote independent oversight of management.
Our Corporate Governance Guidelines provide that the Chairperson presides over executive session and, in consultation
with management, sets the agenda for Board meetings, among other duties. Our Corporate Governance Guidelines also
provide that the Board may elect one of the independent directors as the lead independent director, who has clearly defined
responsibilities that include presiding at meetings of the Board at which the Chairperson is not present, including executive
sessions of the independent and non-management (if different) directors; collaborating with the Chief Executive Officer and
the Chairperson regarding the information sent to the Board; coordinating with the Chairperson and the Chief Executive
Officer regarding the agenda and schedule for the meetings of the Board to provide that there is sufficient time for discussion
of all agenda items; 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
executive sessions of the independent directors.
The Board and the Nominating and Corporate Governance Committee periodically review the Board’s leadership
structure and its appropriateness given the needs of the Board and the Company at such time.
STOCKHOLDER ENGAGEMENT
Effective corporate governance includes regular, constructive conversations with our stockholders to proactively seek
stockholder insights and to answer stockholder inquiries. We maintain an active dialogue with stockholders and we
thoughtfully consider a diversity of perspectives on issues including strategy, business performance, risk, corporate
governance, culture and workplace topics, compensation practices and a broad range of ESG issues.
For instance, in 2021, as a newly public company, the Board recommended, and the stockholders approved, a triennial
say-on-pay vote frequency. At the time, the Board determined that a triennial say-on-pay vote would provide our stockholders
with sufficient time to evaluate the effectiveness of our overall compensation philosophy, policies and practices in connection
with our long-term business results for the corresponding period, while avoiding over-emphasis on short-term variations in
compensation and business results. Since then, we have engaged with our investors and other stakeholders and received
feedback regarding our compensation and governance practices. Although we are not required to hold an advisory vote on
say-on-pay frequency vote until our 2027 annual meeting, we have considered the feedback received from our stakeholders,
as well as the maturation in the Company's compensation and governance programs. Based on this, in March 2024, the
Compensation Committee recommended, and the full Board approved, an annual, rather than triennial, say-on-pay vote on
executive compensation matters, for approval by the Company's stockholders at the 2024 Annual Meeting. The Compensation
Committee and the Board believe that an annual say-on-pay vote provides the Company with more direct and immediate
feedback on its compensation philosophy, policies and practices and related disclosures. Holding these votes annually is also
consistent with our practice of regularly engaging with stockholders on corporate governance and executive compensation
matters.
In addition, we have received feedback regarding the structure of our executive compensation program, including
regarding the performance metrics and periods for our short-term and long-term incentive programs, as well as the mix in
compensation between cash and equity for our executive officers. After considering this feedback in the context of our key
compensation principles, beginning in 2023 and continuing in 2024, we have made significant changes to our executive
compensation program, as detailed more fully in "Compensation Discussion and Analysis" included below, and, in particular
"Compensation Discussion and Analysis—Fiscal 2024 Compensation Decisions".
To communicate broadly with our stockholders, we also seek to transparently share ESG information relevant to our
stockholders through our Investor Relations website, our Annual Report, this Proxy Statement, our Corporate Sustainability
Report and our Task Force on Climate-Related Financial Disclosures Report. In addition, in fiscal year 2023, we engaged
with a cross-section of unaffiliated stockholders owning over 70% of our Class A common stock (excluding index firms).
Following such engagements, our Investor Relations team regularly provides a summary of all relevant feedback to our
Board.
Corporate Governance
2024 PROXY STATEMENT
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COMMUNICATIONS WITH DIRECTORS
Stockholders and other interested parties may communicate with the Board by writing to the General Counsel,
Tradeweb Markets Inc., 1177 Avenue of the Americas, New York, New York 10036. Written communications may be
addressed to the Chairperson of the Board, the Lead Independent Director, the chairperson of any of the Audit, Compensation
and Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group. The
General Counsel will forward such communications to the appropriate party, subject to the next sentence. Each
communication will be reviewed to determine whether it is appropriate for presentation to our Board or the applicable
director(s). The purpose of this screening is to allow our Board (or the applicable individual director(s)) to avoid having to
consider irrelevant or inappropriate communications, such as advertisements, solicitations, product inquiries or any offensive
or otherwise inappropriate materials.
DIRECTOR NOMINATIONS AND DIVERSITY
The Nominating and Corporate Governance Committee identifies individuals believed to be qualified as candidates to
serve on the Board and recommends that the Board select the nominees for all directorships to be filled by the Board or by our
stockholders at an annual or special meeting (subject to the terms of the Stockholders Agreement, as applicable). In
identifying candidates for membership on the Board, the Committee takes into account all factors it considers appropriate,
which may include (a) individual qualifications, including strength of character, mature judgment, familiarity with the
Company’s business and industry, independence of thought and an ability to work collegially, (b) the Board Diversity Policy,
discussed in the paragraph below and (c) all other factors that the Committee considers appropriate, which may include
existing commitments to other businesses (including our overboarding policy), potential conflicts of interest with other
pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career
experience, relevant technical skills, relevant business or government acumen, financial and accounting background,
executive compensation background and the size, composition and combined expertise of the existing Board. Our Corporate
Governance Guidelines require that no director will serve on the boards of more than five public companies (including our
Board) without specific approval from the Board. In addition, directors who also serve as executive officers or in equivalent
positions generally are not permitted to serve on boards of more than two public companies. The Committee also may
consider the extent to which the candidate would fill a present need on the Board. When evaluating whether to renominate
existing directors, the Committee considers matters relating to the retirement of current directors and performance during the
prior year.
The Company recognizes and embraces the benefits of having a diverse Board to enhance the quality of its
performance. With a view to achieving sustainable and balanced development, the Company sees diversity at the Board level
as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In designing
the Board’s composition, and in accordance with applicable equal opportunity laws, Board diversity is considered among a
number of aspects, including but not limited to gender, age, race, ethnicity, nationality, cultural and educational background,
professional experience, skills, knowledge and length of service. As part of the search process for each new director, women
and minority candidates are included in the pool from which Board nominees are chosen and at least one woman and one
minority candidate are interviewed as part of the director search process. The ultimate decision on all Board nominations is
based on merit and contribution that the selected candidates will bring to the Board, having due regard for the benefits of
diversity on the Board. The Nominating and Corporate Governance Committee reviews the qualifications of director
candidates and incumbent directors in light of the criteria approved by our Board and recommends the Company’s candidates
to our Board for election by the Company’s stockholders at the applicable annual meeting. The Nominating and Corporate
Governance Committee also assesses the qualifications and characteristics of our directors as part of our Board’s annual self-
evaluation process.
The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders on
a substantially similar basis as it considers other nominees. Any recommendation submitted to the Secretary should be in
writing, should include any supporting material the stockholder considers appropriate in support of that recommendation and
must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting
proxies for the election of such candidate and the written consent of the candidate to be named in a proxy statement for the
relevant annual meeting to serve as one of our directors if elected. Stockholders wishing to propose a candidate for
consideration may do so by submitting the above information to the attention of the Secretary, Tradeweb Markets Inc., 1177
Avenue of the Americas, New York, New York 10036. The recommendation should contain all of the information regarding
the nominee required under the "advance notice" provisions of our Amended Restated Bylaws (the "Bylaws") (which can be
provided free of charge upon request by writing to our Secretary at the address listed above). All recommendations for
nomination received by the Secretary that satisfy the requirements of our Bylaws relating to such director nominations will be
presented to the Nominating and Corporate Governance Committee for its consideration. Please see the section titled
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"Proposals of Stockholders" for information regarding the advance notice provisions applicable to stockholder director
nominations set forth in our Bylaws.
In addition, pursuant to the Stockholders Agreement, the Refinitiv Owners have the right to designate nominees to our
Board subject to the maintenance of certain ownership requirements in us. See "Certain Relationships and Related Person
Transactions—Related Person Transactions Entered Into in Connection With the IPO—Stockholders Agreement" for
additional information. Following designation, the Nominating and Corporate Governance Committee evaluates the director
nominee pursuant to the standards set forth above, and then recommends the director nominee for approval by the full Board.
BOARD QUALIFICATIONS AND DIVERSITY MATRIX
The following charts show how certain skills, experience, characteristics and other criteria, including diversity of
backgrounds and diversity with respect to gender and demographics, are currently represented on our Board. The chart
summarizing skills is not intended to be an exhaustive list for each director, but instead intentionally focuses on the primary
skill sets each director contributes. We believe the combination of the skills and qualifications shown below demonstrates
how our Board is well-positioned to provide effective oversight and strategic advice to our management team.
We believe our Board possesses the following skills:
Capital Markets/Fixed Income—Representation from Board members with deep capital markets industry knowledge,
particularly in fixed income, is critical to our success. Practical and operational experience in our markets and an
understanding of the current market landscape provide skills necessary to guide accelerated growth as we identify
opportunities for future innovation.
Financial Expertise—A comprehensive knowledge of financial metrics, accounting and public reporting is essential
for proper oversight of our performance and future planning.
Electronic Trading—Experience working in existing, new or emerging technology is a critical perspective to have on
the Board of a financial markets technology company, providing practical guidance and understanding of what is
core to our business as an electronic trading operator.
Global Leadership/Human Capital—Experience leading a global team or business provides perspective necessary to
guide our business as we operate across multiple countries and jurisdictions. Having members with global
operational experience and strategic oversight of a business also provides valuable perspective for holistic corporate
strategy, as well as deep knowledge of human capital management and perspective on building strong teams and
retaining top talent.
Corporate Governance—Current or prior experience on private and public company boards brings experience and
insight into best practices that will help to shape our practices.
Legal & Regulatory—Experience with legal requirements and regulatory compliance permits the Board to exercise
oversight of the regulatory aspects of our business, as we operate in multiple jurisdictions and sometimes through
regulated legal entities. This perspective allows for critical assessment of risks across our global business.
Risk Management/Information Technology and Systems—As a company at the intersection of financial markets and
technology, it is critical to have experience and skills in risk management on our Board to help navigate a complex
and evolving technology landscape, as well as to effectively identify and prioritize risks to our operations, including
oversight of policies, procedures and practices that comprehensively plan for and mitigate against these risks.
Knowledge of and experience in information technology and systems, including cybersecurity practices, is also
essential for our Board given a need for heightened awareness, planning and defenses against evolving information
security threats.
Mergers & Acquisitions—Growth by acquisition is a strategy that continues to shape the evolution of the Company
and experience in transactions and expansion through M&A is a valuable expertise to have on our Board.
Corporate Governance
2024 PROXY STATEMENT
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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
Board Diversity Matrix (As of March 28, 2024)
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+