DEF 14A of Tradeweb Markets Inc., Mar 28, 2024

DEF 14A of Tradeweb Markets Inc.

Filed Mar 28, 2024 · FY20230001758730-24-000080

Open on EDGAR

  1. Proposal 4

    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. ✓ 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

  2. Proposal 4

    | | | | | | 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. | ✓ | | | ✓ | 2 | | | Balbir Bakhshi | 2021 | Chief Risk Officer, London Stock Exchange Group plc | | | | | | | | Steven Berns | 2020 | Former Chief Financial Officer & Chief Operating Officer | ✓ | | | | | | | Troy Dixon | 2023 | Founder and Chief Investment Officer, Hollis Park Partners LP | ✓ | | | ✓ | | | | Scott Ganeles | 2019 | Senior Partner, WestCap Group, LLC | ✓ | ✓ | ✓ | | | | | 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. | ✓ | ✓ | ✓ | | 3 | | | Lisa Opoku | 2024 | Former Chief Operating Officer | ✓ | | | | | | | 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 | ✓ | ✓ | | | |

  3. Proposal 4

    Denotes Chairperson

  4. Proposal 4

    | TRADEWEB | 5 |

  5. Table of Contents

    | | | | | | 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. | | |

  6. Table of Contents

    | | | | | | 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. | | |

  7. Table of Contents

    | | | | | | 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. | | |

  8. Table of Contents

    | | | | | | 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. | | |

  9. Table of Contents

    | | | | | | 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. | | |

  10. Table of Contents

    | | | | | | 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. | | |

  11. Table of Contents

    | | | | | | 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. | | |

  12. Table of Contents

    | | | | | | 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. | | |

  13. Table of Contents

    | | | | | | 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. | | |

  14. Table of Contents

    | | | | | | 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. | | |

  15. Table of Contents

    | | | | | | 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. | | |

  16. Table of Contents

    | | | | | | 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. | | |

  17. Table of Contents

    Executive Officers of the Company Set forth below is certain information regarding each of our current executive officers, including their age as of May 10, 2024, other than for Mr. Hult and Mr. Pluta, whose biographical information is presented under "Proposal 1: Election of Directors". Enrico Bruni, 52, has served as Managing Director, Head of Europe and Asia Business of TWM LLC since February 2013 and has served in the same position at Tradeweb since April 2019. Mr. Bruni joined Tradeweb in 2002 and has been instrumental in developing the interest rate swaps business in Europe and Asia. Prior to joining Tradeweb, from 1995 to 2002, Mr. Bruni was at J.P. Morgan where he worked in a number of business and product management roles across the markets division, with particular focus on their e-trading strategy. Mr. Bruni received a business management degree from L. Bocconi University, Milan. Douglas Friedman, 53, has served as Tradeweb’s General Counsel and Secretary since its formation and as the General Counsel of TWM LLC since November 2009, prior to which he served as the Assistant General Counsel of TWM LLC beginning in June 2005. Mr. Friedman oversees Tradeweb’s global legal function, advising on key legal issues and strategic initiatives. In addition, Mr. Friedman is actively involved in regulatory discussions impacting global financial markets and is a member of the Federal Reserve Bank of New York’s Treasury Market Practices Group. He has also participated in Commodity Futures Trading Commission (CFTC) and industry discussions on the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as SEC panels on securities and derivatives reform. Prior to joining Tradeweb, Mr. Friedman worked in the litigation department of King & Spalding LLP, an international law firm, from 2001 to 2005, where he focused on securities litigation and regulatory investigations. Prior to that, he worked at Cadwalader, Wickersham and Taft LLP and at Gibbons P.C. He received a B.A. from the University of Michigan and a J.D. from Seton Hall University School of Law. Sara Furber, 49, has served as Tradeweb’s Chief Financial Officer since September 2021. Prior to joining Tradeweb, Ms. Furber served as Chief Financial Officer of IEX Group, a U.S. equity exchange operator, from 2018 to 2021. As Chief Financial Officer of IEX Group, Ms. Furber led the company’s finance function and oversaw its new business portfolio, including technology businesses such as the data platform IEX Cloud. Prior to joining IEX in 2016, she was a Managing Director at Morgan Stanley and a member of its Management Committee. She held several senior executive positions at Morgan Stanley, including Chief Operating Officer for Wealth Management. Ms. Furber previously served as Chief Operating Officer for Global Corporate and Investment Banking at Bank of America Merrill Lynch, after leading Investor Relations for Merrill Lynch during the global financial crisis and through its merger with Bank of America. Ms. Furber began her career in investment banking in 1997. She holds a B.S. in Mechanical Engineering from Duke University. Justin Peterson, 61, has served as Chief Technology Officer of Tradeweb since April 2020, and has served on TWM LLC’s Global Operating Committee since January 2014. Mr. Peterson joined TWM LLC in 1999 and served as Managing Director, Head of Institutional Technology, from January 2008 to March 2020. Prior to joining Tradeweb, Mr. Peterson served as Vice President at Citibank from 1995 to 1999. Prior to that, he held positions at NYNEX Science and Technology and Hughes Aircraft Company. Mr. Peterson holds a B.S. in Engineering from Harvey Mudd College and a Ph.D. and M.S. in Computer Science from the Georgia Institute of Technology. Scott Zucker, 55, has served as Tradeweb’s Chief Risk and Administrative Officer since February 2020 and served as Chief Administrative Officer since its formation and as the Chief Administrative Officer of TWM LLC since November 2009. He joined TWM LLC in 2002 as General Counsel. Prior to joining Tradeweb, from 1999 to 2002, Mr. Zucker worked in the Corporate Department of Willkie Farr & Gallagher LLP, an international law firm, providing legal, regulatory and securities law support exclusively to Bloomberg LP. He also worked in the Corporate Department of Robinson, Silverman, Pearce, Aronsohn and Berman LLP (now Bryan Cave Leighton Paisner LLP) from 1996 to 1999, where he specialized in general corporate and securities matters. He received a B.A. from Tufts University and a J.D. from Hofstra University School of Law.

  18. Key Governance Features of Executive 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. |

  19. Executive Compensation 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 ("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. |

  20. Annual Cash Bonus

    Annual Cash Bonus Chief Executive Officer Mr. Hult is party to an employment agreement with TWM LLC (described further below in the section titled "Executive Compensation Tables—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—

  21. Table of Contents

    | 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% |

  22. Table of Contents

    | 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 |

  23. Long-Term Equity Incentives

    Long-Term Equity Incentives The main objectives of our long-term equity incentive program are to: (1) incentivize our executives to work toward the achievement of both our short- and long-term performance goals, (2) provide competitive compensation opportunities in order to attract and retain key individuals, (3) promote retention of executives through multi-year vesting periods and (4) create strong alignment with stockholders’ interests by fostering an "ownership mentality" among our executives. We believe these objectives are accomplished through the equity compensation program described below. 2019 Omnibus Equity Incentive Plan Each year the Compensation Committee establishes an aggregate pool for equity awards to be granted to employees for that year. The Compensation Committee then allocates awards under that pool to the Chief Executive Officer based on his performance for the prior year. For all other NEOs, the Chief Executive Officer recommends allocations based on the executive’s performance for the prior year, taking into consideration their annual cash bonus amounts for such year. The Compensation Committee reviews and approves such amounts, but has authorized the Chief Executive Officer to make reasonable adjustments following its approval in his reasonable discretion. For 2023, equity awards included RSUs, PRSUs and PSUs under the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan (the "Equity Plan"), the material terms of which are described below. RSUs The Company awards RSUs to executives under the Equity Plan. The RSUs vest annually over three years from the grant date contingent on the executive’s continued employment on the applicable vesting date. The RSUs are settled in Class A common stock on the first trading date following the date of vesting and accumulate dividend equivalent rights from the grant date. PRSUs In addition to RSUs, the Company also awards PRSUs to executives under the Equity Plan. Each year the Compensation Committee establishes performance goals for the applicable plan year and the number of PRSUs ultimately earned pursuant to each award is based on the extent to which the performance goals are achieved, referred to as a performance modifier. The performance modifier is based on Company performance during the applicable performance period. The performance modifier for PRSU grants made in calendar year 2023 was based 50% on constant currency revenue growth and 50% on constant currency Adjusted EBITDA margin. The table below displays the relevant goals for calendar year 2023 and the potential performance modifier based on achievement of these goals, which ranged from 0% to 250%. We believe that constant currency Adjusted EBITDA margin and constant currency revenue growth are important metrics to measure the underlying performance of the business and therefore relevant for purposes of establishing performance goals for executive compensation. We strive in all cases to establish rigorous performance goals for the Company to motivate executives and drive performance above budget. The maximum performance goals for the 2023 PRSUs were set at a level that represented significant out performance versus budget, while thresholds were set at a level that still represented meaningful year-over-year growth. In 2023, these performance goals were set based on a one-year period to ensure executives were motivated on a year-to-year basis. For PRSUs granted in 2024, the performance goals were set to vest based on achievement

  24. Table of Contents

    | 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 |

  25. Fiscal 2024 Compensation Decisions

    Fiscal 2024 Compensation Decisions The Compensation Committee has approved several items related to the Company’s 2024 executive compensation program. In January 2024, the Compensation Committee approved a change to the PRSU design. The PRSUs granted in March 2024 will vest based on achievement of three-year CAGR targets for constant currency revenue growth and constant currency Adjusted EBITDA performance. Target achievement was set at 100%, with modifiers ranging from 0% to 250%. Target achievement was set at rigorous levels based on the Company's internal forecasting and budgeting process. The Compensation Committee believes that the three-year performance period applicable to the PRSUs increases the alignment of the executives’ interests with stockholders to incentivize long-term value creation. In addition, in November 2023, the Compensation Committee determined to include PSUs as part of the go-forward equity mix for all NEOs as part of their annual compensation in 2024. In 2023, Mr. Hult was awarded PSUs as part of his annual compensation, but the other NEOs were awarded one-time PSU grants. The Compensation Committee believes that including PSUs, which have a three-year performance period tied to total shareholder return, as part of the equity mix included in each NEO's annual compensation will further align executive and stockholder interests. Further, in January 2024, the Compensation Committee determined to increase (i) the percentage of Mr. Hult's total target compensation awarded in equity from 75% in 2023 to 80% in 2024 and (ii) the percentage of all other NEOs' total target compensation awarded in equity from an average of 55% in 2023 (excluding the one-time PSU award in 2023) to 60%

  26. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to the NEOs that is attributable to services performed during fiscal years 2023, 2022 and 2021.

  27. Summary Compensation Table

    | 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 |

  28. Summary Compensation Table

    (1)Ms. Furber, Mr. Pluta, Mr. Bruni and Mr. Peterson each received an annual bonus in respect of 2023 as described above in the section titled "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Annual Cash Bonuses—NEOs other than the Chief Executive Officer". (2)The amounts included in the "Stock Awards" column represent the grant date fair value of RSU awards, PRSU awards and PSU awards computed in accordance with FASB ASC Topic 718. Details and assumptions used in calculating the grant date fair value of the RSU, PRSU and PSU awards may be found in Note 2—Significant Accounting Policies and Note 13—Stock-Based Compensation Plans to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value of PRSU awards included in this column for each executive is based on target performance, which in turn, was based on the Company's estimate of the probable outcome of the performance modifier on the grant date. The grant date fair value of PSU awards included in this column for each executive is based on a Monte Carlo simulation model. In 2023, the PSUs were a one-time special award for all NEOs other than Mr. Hult as described above in the section titled "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Long-Term Equity Incentives". The table below sets forth the grant date value of the PRSU and PSU awards assuming the highest level of performance achievement, with such values calculated by multiplying the maximum number of units that each executive may earn under each award (250% of the target number of units) by the per- share closing market price of our Class A common stock on the trading day prior to the grant date, which was $69.56. Following finalization of the Company’s audited financials for the fiscal year ended December 31, 2023, a performance modifier of 181.3% was confirmed as having been achieved for the PRSUs granted in 2023.

  29. Summary Compensation Table

    | 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 |

  30. Summary Compensation Table

    (3)The amounts included in the "Non-Equity Incentive Plan Compensation" column reflect Mr. Hult's earned annual performance bonus, which amounts are based on performance goals set by the Compensation Committee as described above in the section titled "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Annual Cash Bonuses—Chief Executive Officer" and to which he is entitled pursuant to his employment agreement. (4)The amounts included in the "All Other Compensation" column for 2023 represent (A) for all executives other than Mr. Bruni, (i) financial planning services (other than Ms. Furber and Mr. Pluta), (ii) executive life insurance, (iii) group life insurance, (iv) matching contributions of $13,200 to each executive's account under the Company’s 401(k) plan, (v) executive long-term disability insurance, and (vi) excess liability insurance (other than Mr. Hult, Ms. Furber and Mr. Pluta), (B) for Mr. Bruni, (i) annual club membership dues and (ii) contributions to and payments in respect of a contributory pension scheme in which he participates in an amount equal to $37,119 in the aggregate and (C) for Mr. Hult, reimbursement of legal expenses incurred in the negotiation of his employment agreement in an amount equal to $20,000. The value of any dividend equivalent rights accrued in respect of RSU, PRSU and PSU grants to the NEOs are not included in the “All Other Compensation” column because those amounts were factored into the grant date fair value for the relevant RSU, PRSU and PSU grants.

  31. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the awards granted to each of the NEOs during the fiscal year ended December 31, 2023.

  32. Grants of Plan-Based Awards

    | | | | | 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 |

  33. Grants of Plan-Based Awards

    (1)Mr. Hult is not entitled to compensation in respect of his annual cash bonus for performance at threshold achievement, as described above in the section titled "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Annual Cash Bonuses—Chief Executive Officer". (2)Represents the target amount payable to Mr. Hult in respect of his annual cash bonus opportunity based on performance goals set by the Compensation Committee as described above in the section titled "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Annual Cash Bonuses—Chief Executive Officer" and to which he is entitled pursuant to his employment agreement. (3)No RSUs or PRSUs vest for performance at threshold achievement and 50% of PSUs vest for performance at threshold achievement, each as further described above in the section titled "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Long-Term Equity Incentives". (4)Represents the PRSUs and PSUs granted to the NEOs under the Equity Plan in 2023, including the target number of shares to be awarded and the maximum number of shares to be awarded in the event of a 250% performance modifier, as further described above in the section titled "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Long-Term Equity Incentives". (5)Represents RSUs granted under the Equity Plan, as further described above in the section titled "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Long-Term Equity Incentives". (6)The amounts included in this column represent the grant date fair value of RSU awards, PRSU awards and PSU awards computed in accordance with FASB ASC Topic 718. Details and assumptions used in calculating the grant date fair value of the RSU, PRSU and PSU awards may be found in Note 2— Significant Accounting Policies and Note 13—Stock-Based Compensation Plans to our consolidated financial statements in our Annual Report on Form 10- K for the fiscal year ended December 31, 2023. The grant date fair value of PRSU awards included in this column for each executive is based on target performance, which in turn, was based on the Company's estimate of the probable outcome of the performance modifier on the grant date. The grant date fair value of PSU awards included in this column for each executive is based on a Monte Carlo simulation model.

  34. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  35. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of securities underlying outstanding equity awards held by each of the NEOs as of the fiscal year ended December 31, 2023.

  36. Outstanding Equity Awards at Fiscal Year-End

    | | | 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) |

  37. Outstanding Equity Awards at Fiscal Year-End

    (1)Based on the per-share closing market price of the Class A common stock on December 29, 2023, which was $90.88. (2)Represents 49,688 PRSUs that vested on January 1, 2024 and 8,281 RSUs that vested on March 15, 2024. (3)Mr. Hult has accrued dividend equivalent rights in respect of his grants of RSUs and PRSUs valued at (i) $57,307 for 2021 awards, (ii) $31,648 for 2022 awards and (iii) $27,171 for 2023 awards. These dividend equivalent rights are to be paid at the time the underlying award settles and the value is not included in the table above. (4)Represents 31,268 PRSUs that will vest on January 1, 2025, 8,655 RSUs that vested on March 15, 2024 and 8,654 RSUs that will vest on March 15, 2025. (5)Represents 78,191 PRSUs that will vest on January 1, 2026, 14,376 RSUs that vested on March 14, 2024, 14,376 RSUs that will vest on March 15, 2025 and 14,376 RSUs that will vest on March 15, 2026. 2023 PRSUs reflect the number of shares to be earned based on a 181.3% performance modifier. (6)Represents PSUs that will vest on January 1, 2026, assuming target achievement representing a 100% performance modifier. See "Compensation Discussion and Analysis—Fiscal 2023 Compensation Program in Detail—Long-Term Equity Incentives" above for additional information regarding the PSU awards. (7)Mr. Hult has accrued dividend equivalent rights in respect of his grant of PSUs valued at $15,109. These dividend equivalent rights are to be paid at the time the underlying award settles and the value is not included in the table above. (8)Represents 8,540 PRSUs that vested on January 1, 2024, 4,948 RSUs that will vest on March 31, 2024 and 3,619 RSUs that will vest on March 31, 2025. (9)Ms. Furber has accrued dividend equivalent rights in respect of her grants of RSUs and PRSUs valued at (i) $13,001 for 2021 awards, (ii) $17,557 for 2022 awards and (iii) $11,773 for 2023 awards. These dividend equivalent rights are to be paid at the time the underlying award settles and the value is not included in the table above. (10)Represents 17,741 PRSUs that will vest on January 1, 2025, 4,578 RSUs that vested on March 15, 2024 and 4,577 RSUs that will vest on March 15, 2025. (11)Represents 33,881 PRSUs that will vest on January 1, 2026, 6,229 RSUs that vested on March 15, 2024, 6,230 RSUs that will vest on March 15, 2025 and 6,229 RSUs that will vest on March 15, 2026. 2023 PRSUs reflect the number of shares to be earned based on a 181.3% performance modifier. (12)Ms. Furber has accrued dividend equivalent rights in respect of her grant of PSUs valued at $13,094. These dividend equivalent rights are to be paid at the time the underlying award settles and the value is not included in the table above.

  38. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table summarizes the option exercises and stock vested by each of the NEOs during the fiscal year ended December 31, 2023.

  39. Options Exercised and Stock Vested

    | | 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 |

  40. Options Exercised and Stock Vested

    (1)This column represents the value realized upon exercise of options during 2023, which was calculated based on the difference between the market price of the Class A common stock at the time of exercise and the exercise price of the option. (2)This column represents shares in respect of RSUs and PRSUs settled in 2023, including dividends accrued and paid in shares. The total net after-tax number of shares of Class A common stock received from the vesting and settlement of the PRSUs was 23,793 for Mr. Hult, 5,364 for Ms. Furber, 10,005 for Mr. Bruni and 8,213 for Mr. Peterson. Mr. Pluta did not have PRSUs settle in 2023. The total net after-tax number of shares of Class A common stock received from the vesting and settlement of the RSUs was 13,990 for Mr. Hult, 10,400 for Ms. Furber, 1,123 for Mr. Pluta, 6,458 for Mr. Bruni and 4,854 for Mr. Peterson. No PSUs vested in 2023. (3)The amounts in this column represent the aggregate dollar value realized upon settlement of RSUs and PRSUs in 2023. No PSUs settled in 2023.

  41. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  42. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with SEC rules and applying the methodology described below, we calculated the annual total compensation of our median employee (other than our CEO) for fiscal 2023 to be $240,029. As reported in the Summary Compensation Table for fiscal 2023 in this Proxy Statement, the annual total compensation of our CEO for fiscal 2023 was $14,307,658. Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee for fiscal 2023 was 60:1. To identify our median employee, we used the following methodology: •We determined our median employee based on our entire employee population as of December 31, 2023. •We used a consistently applied compensation measure that included the sum of each employee’s base salary (including overtime earned in 2023), bonuses and commissions earned in 2023 and the grant date fair value of all equity granted in 2023. •We annualized the base salaries for employees who were employed by us for less than the entire calendar year. •Compensation paid in foreign currencies was converted to U.S. dollars based on the annual plan rate for the year ended December 31, 2023. Using this approach, we identified our median employee and then calculated the annual total compensation of this employee for 2023 in accordance with the requirements of the Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  43. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to "Executive Compensation—Compensation Discussion and Analysis".

  44. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (Hult) ($)(1) | Compensation Actually Paid to PEO (Hult) ($)(2) | Summary Compensation Table Total for PEO (Olesky) ($)(1) | Compensation Actually Paid to PEO (Olesky) ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($)(5) | Constant Currency Revenue Change (%)(6) | | | | | | | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | | | | 2023 | $14,307,658 | $25,769,303 | $— | $— | $8,643,595 | $14,815,455 | $199.77 | $131.91 | $419,503,000 | 12.2% | | 2022 | $— | $— | $17,370,247 | $(6,603,081) | $5,461,901 | $(613,799) | $142.08 | $113.64 | $359,613,000 | 14.0% | | 2021 | $— | $— | $14,771,567 | $110,340,110 | $5,375,755 | $23,246,352 | $218.10 | $131.62 | $273,108,000 | 19.3% | | 2020 | $— | $— | $12,312,994 | $66,016,725 | $4,759,476 | $17,470,321 | $135.50 | $99.47 | $218,390,000 | 14.5% |

  45. Pay Versus Performance

    (1)Mr. Hult became our principal executive officer ("PEO") effective January 1, 2023, succeeding Mr. Olesky. The names of each of the NEOs (excluding our then-current PEO) included for purposes of calculating the average amounts in each applicable year are as follows (collectively, our "Non-PEO NEOs"): (i) for 2023, Sara Furber, Thomas Pluta, Enrico Bruni and Justin Peterson; (ii) for 2022, Sara Furber, Billy Hult, Enrico Bruni and Justin Peterson; (iii) for 2021, Robert Warshaw, Sara Furber, Billy Hult, Enrico Bruni and Justin Peterson; and (iv) for 2020, Robert Warshaw, Billy Hult, Enrico Bruni and Justin Peterson. (2)The dollar amounts reported represent the amount of "compensation actually paid", as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

  46. Pay Versus Performance

    | | Year | Reported Summary Compensation Table Total | Reported Grant Date Fair Value of Equity Awards in SCT(a) | Equity Award Adjustments(b) | Compensation Actually Paid | | Billy Hult | 2023 | $14,307,658 | $10,126,779 | $21,588,424 | $25,769,303 | | Average of Non-PEO NEOs | 2023 | $8,643,595 | $6,348,732 | $12,520,592 | $14,815,455 |

  47. Pay Versus Performance

    (a)Represents the grant date fair value of equity awards as reported in the "Stock Awards" columns in the Summary Compensation Table ("SCT") in this Proxy Statement.

  48. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section "Executive Compensation—Compensation Discussion and Analysis", the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, including non-financial performance measures, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  49. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR From 2022 year-end to 2023 year-end, the Company’s Cumulative TSR increased 41% to $199.77, while the Peer Group Cumulative TSR increased 16% to $131.91, the compensation actually paid to the PEO increased $32.4 million during 2023 as compared to 2022 and the average of the compensation actually paid to the Non-PEO NEOs increased $15.4 million. The significant increases in both the compensation actually paid to the PEO and the average of the Non-PEO NEOs, both

  50. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income From 2022 year-end to 2023 year-end, net income increased 17%, the compensation actually paid to the PEO increased $32.4 million and the average of the compensation actually paid to the Non-PEO NEOs increased $15.4 million. The primary driver of the increase in compensation actually paid in 2023, a significant component of which is compensation paid in equity, was the positive equity award adjustments driven by a current year increase in fair value of equity awards granted in the current and prior years, in comparison to a prior year decline in fair value of equity awards granted in the current and prior years. Therefore, the increase in net income, representing the Company’s strong performance during the year, did directionally correlate with the increases in compensation actually paid during the year, as the increase in net income correlated with the stock price appreciation during the year. From 2021 year-end to 2022 year-end, net income increased 32%, while the compensation actually paid to the PEO decreased 106%, and the average of the compensation actually paid to the Non-PEO NEOs decreased 103%, as compared to 2021. The increase in net income, representing the Company’s strong performance during the year, did not directionally correlate with the declines in compensation actually paid as the increase in net income did not correlate with the stock price depreciation during the year. Declines in the compensation actually paid were primarily driven by declines in the fair value of equity awards granted in both the current and prior years, resulting in negative equity award adjustments. Equity awards are a

  51. Compensation Actually Paid and Constant Currency Revenue Change

    Compensation Actually Paid and Constant Currency Revenue Change From 2022 year-end to 2023 year-end, constant currency revenue increased 12.2%, the compensation actually paid to the PEO increased $32.4 million and the average of the compensation actually paid to the Non-PEO NEOs increased $15.4 million. Our constant currency revenue change directly correlated with the increase in the "Non-Equity Incentive Plan Compensation" component of compensation actually paid to Mr. Hult, as his annual performance bonus was based, in part, on constant currency revenue growth targets, which achieved the maximum payout performance goals set by the Compensation Committee for 2023. The number of PRSUs granted during 2023 to both the PEO and Non-PEO NEOs were also positively impacted by achieving above the target constant currency revenue change goals set for 2023 (which, when combined with the constant currency Adjusted EBITDA margin performance, resulted in the application of a total 181.3% performance modifier to the awards). However, the primary driver of the increase in compensation actually paid during 2023 was the positive equity award adjustments, primarily driven by the current year increase in fair value of equity awards granted in both the current and prior years, in comparison to a prior year decline, as a result of stock price appreciation during the year and the significant component of executive compensation paid in equity. From 2021 year-end to 2022 year-end, constant currency revenue increased 14%, while the compensation actually paid to the PEO decreased 106%, and the average of the compensation actually paid to the Non-PEO NEOs decreased 103%, as compared to 2021. Our constant currency revenue change directly correlated with the decline in the "Non-Equity Incentive Plan Compensation" component of compensation actually paid to Messrs. Olesky and Hult (as one of the Non-PEO NEOs) as their annual performance bonuses were based, in part, on constant currency revenue growth targets, which did not reach the maximum payout performance goals set by the Compensation Committee for 2022 where such maximum payout goals were

  52. Director Compensation

    Director Compensation During fiscal 2023, members of the Board were compensated for their service pursuant to the terms of the Company’s Non-Employee Director Compensation Policy. In 2023, each of Mr. Aigrain, Mr. Berns, Mr. Dixon, Mr. Ganeles, Ms. Madoff and Ms. Yared was entitled to an annual retainer of $100,000 and an annual grant of RSUs with a value of $150,000 at the time of grant. Pursuant to the Company's Non-Employee Director Compensation Policy, for new directors, the RSUs may be granted in connection with the director’s appointment to the Board or at the next occurring annual meeting of stockholders, in the Board’s discretion. For continuing directors, RSUs are granted on the date of the annual meeting of stockholders and vest on the one-year anniversary of the grant date. In 2023, the following directors received grants in the amounts and on the vesting schedules set forth below:

  53. Table of Contents

    | 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 |