DEF 14A of Tradeweb Markets Inc., Mar 27, 2025

DEF 14A of Tradeweb Markets Inc.

Filed Mar 27, 2025 · FY20240001758730-25-000091

Open on EDGAR

  1. Proxy Summary

    Proxy Summary Our Board of Directors

  2. Proxy Summary

    | | | | | | Committee Membership | | | | | | Name | Director Since | Principal Occupation | Independent | Audit and Risk Committee | Compensation Committee | Nominating and Corporate Governance Committee | Other Current Public Company Boards | | | Jacques Aigrain | 2022 | Director, Clearwater Analytics and Chairman, Lyondell Basell Industries N.V. | ✓ | | | ✓ | 2 | | | Balbir Bakhshi | 2021 | Chief Risk Officer, London Stock Exchange Group plc | | | | | | | | Steven Berns | 2020 | Chief Financial and Administrative Officer, FLYR | ✓ | | | | | | | Scott Ganeles | 2019 | Chief Executive Officer, iAltA | ✓ | | ✓ | | | | | 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 | | | Daniel Maguire | 2024 | Group Head, LSEG Markets, and CEO, LCH Group | | | | | | | | Lisa Opoku | 2024 | Chief Operating Officer, FS Investments | ✓ | | | ✓ | | | | Rich Repetto | 2025 | Former Research Analyst, Piper Sandler Corporation | ✓ | ✓ | | | 1 | | | Rana Yared | 2022 | General Partner, Balderton Capital | ✓ | ✓ | | | |

  3. Proxy Summary

    Denotes Chairperson

  4. Proxy Summary

    | 6 | TRADEWEB |

  5. Proxy Summary

    Denotes Chairperson

  6. Proxy Summary

    Proxy Summary Our Board of Directors BOARD SKILLS AND QUALIFICATIONS

  7. Table of Contents

    | | | | | | Steven Berns Independent | | | | AGE: 60 | DIRECTOR SINCE: April 2020 | | | TRADEWEB COMMITTEES: Audit and Risk Committee (Chair) | OTHER CURRENT PUBLIC COMPANY BOARDS: None | | | KEY EXPERIENCE AND QUALIFICATIONS: •Extensive financial knowledge and expertise Mr. Berns has served as the Chief Financial and Administrative Officer of FLYR, a technology services provider in the airline and hospitality industries, since February 2025. Prior to FLYR, he 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. | |

  8. Table of Contents

    | | | | | | Billy Hult | | | | AGE: 55 | 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 and ICD 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. | |

  9. Table of Contents

    | | | | | | Lisa Opoku Independent | | | | AGE: 53 | DIRECTOR SINCE: March 2024 | | | TRADEWEB COMMITTEES: Nominating and Corporate Governance Committee | 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 has served as the Chief Operating Officer of FS Investments, a global alternative asset manager, since March 2024. Prior to FS Investments, she was employed at The Goldman Sachs Group ("Goldman"), 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 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, her operational expertise and her deep knowledge of the financial services industry. | |

  10. Table of Contents

    | | | | | | Rana Yared Independent | | | | AGE: 41 | DIRECTOR SINCE: August 2022 | | | TRADEWEB COMMITTEES: Audit and Risk 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, a multinational investment bank and financial services company, from 2006 to August 2020. Ms. Yared currently holds board positions at Wabash College, Ramp Network Inc., Coro.net, TreasurySpring and Writer. 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. | |

  11. Table of Contents

    | | | | | | Scott Ganeles Independent | | | | AGE: 61 | DIRECTOR SINCE: March 2019 | | | TRADEWEB COMMITTEES: 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 the Chief Executive Officer of iAltA, a financial technology services provider, since July 2024. He previously 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, from April 2019 to July 2024. Prior to joining WestCap, 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. | |

  12. Table of Contents

    | | | | | | Catherine Johnson | | | | Age: 56 | 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. | |

  13. Table of Contents

    | | | | | | Daniel Maguire | | | | AGE: 48 | DIRECTOR SINCE: September 2024 | | | TRADEWEB COMMITTEES: None | OTHER CURRENT PUBLIC COMPANY BOARDS: None | | | KEY EXPERIENCE AND QUALIFICATIONS: •Deep knowledge of the financial services industry Mr. Maguire has been a member of the Executive Committee of LSEG, a United Kingdom-based financial infrastructure company and our indirect controlling stockholder, since October 2017. He has served as the Group Head, LSEG Markets since May 2024 and CEO, LCH Group ("LCH"), a financial market infrastructure company and a subsidiary of LSEG, since October 2017. Prior to that, Mr. Maguire held positions of increasing responsibility at LSEG and LCH, beginning in 1999. Mr. Maguire currently serves on the board of directors of the International Swaps and Derivatives Association (ISDA). He received a Bachelor of Arts degree from Leeds Beckett University. Mr. Maguire is qualified to serve on our Board due to his deep knowledge of the financial services industry. | |

  14. Table of Contents

    | | | | | | Jacques Aigrain Independent | | | | AGE: 70 | 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. | |

  15. Table of Contents

    | | | | | | Balbir Bakhshi | | | | AGE: 55 | 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. | |

  16. Table of Contents

    | | | | | | Paula Madoff Independent | | | | AGE: 57 | DIRECTOR SINCE: March 2019 | | | TRADEWEB COMMITTEES: Audit and Risk 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 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 in the Global Markets Division. 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 Power Corporation of Canada (TSX: POW), Great-West Lifeco Inc. (TSX: GWO), KKR Real Estate Finance Trust Inc. (NYSE: KREF), Santander Holdings USA Inc. and Santander Bank N.A., and Beacon Platform Inc. 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 the President of the Harvard Business School Alumni Board, a member of the Harvard Kennedy School Women and Public Policy Women's Leadership Board, and a David Rockefeller Fellow. 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. | |

  17. Table of Contents

    | | | | | | Rich Repetto Independent | | | | AGE: 67 | DIRECTOR SINCE: March 2025 | | | TRADEWEB COMMITTEES: Audit and Risk Committee | OTHER CURRENT PUBLIC COMPANY BOARDS: Interactive Brokers Group, Inc. | | | KEY EXPERIENCE AND QUALIFICATIONS: •Deep knowledge of the financial services industry Mr. Repetto served as Managing Director and Senior Research Analyst at Piper Sandler Corporation, a global investment bank, from January 2020 to June 2023 and as a Principal at Sandler O'Neill and Partners, the predecessor entity to Piper Sandler Corporation, from November 2003 to January 2020. Mr. Repetto has over 25 years of experience covering electronic trading and financial technology companies, having received many accolades during his career, including the Financial Times/StarMine "Global Analyst of the Year" from the Financial Times in 2010. Mr. Repetto serves as a member of the Board of Directors and the Audit Committee of Interactive Brokers Group, Inc. and has been employed by Cornerstone Financial Technology Management, a hedge fund focused on using advanced technology in the investment decision making process for financial technology stocks, since December 2023. Mr. Repetto received a Bachelor of Science degree from the United States Military Academy at West Point and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Repetto is qualified to serve on our Board due to his deep knowledge of our industry and business. | |

  18. Table of Contents

    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 20, 2025, other than for Mr. Hult, whose biographical information is presented under "Proposal 1: Election of Directors". Enrico Bruni, 53, has served as Managing Director, Co-Head of Global Markets since January 2025. Prior to this, Mr. Bruni served as Managing Director, Head of Europe and Asia Business of TWM LLC from February 2013 to December 2024 and in the same position at Tradeweb from April 2019 to December 2024. 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. Amy Clack, 54, has served as Chief Administrative Officer since August 2024, overseeing a range of functions including market data, marketing and corporate communications, risk and compliance, business integration and corporate services. Prior to Tradeweb, Ms. Clack served as the Head of Strategy and Innovation for the Corporate and Investment Bank at Wells Fargo, a banking and financial services company, from October 2023 to August 2024. Prior to joining Wells Fargo, Ms. Clack spent 25 years at Credit Suisse, a global financial services company, from 1998 to October 2023 in a range of global management roles in the Investment Bank, including Head of Business Development, Chief Operating Officer, and Head of Strategy. She was also Chief Operating Officer of Global Markets at Credit Suisse. Ms. Clack received a B.A. from the University of Delaware and a Master of Arts from New York University. Troy Dixon, 53, has served as Managing Director, Co-Head of Global Markets since January 2025. Prior to Tradeweb, Mr. Dixon was the Founder and Chief Investment Officer of Hollis Park Partners LP, an alternative asset manager that specializes in structured products, from 2013 to December 2024. 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 and on the boards of Boys Hope Girls Hope and New Height Youth Inc. He also previously served on the Company's Board from March 2023 to December 2024. He received a Bachelor of Arts degree from College of the Holy Cross. Douglas Friedman, 54, has served as General Counsel and Secretary since Tradeweb's 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. 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, 50, has served as 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, 62, 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, 56, has served as Chief Risk Officer since August 2024. Prior to this, he served as Tradeweb's Chief Risk and Administrative Officer from February 2020 to August 2024 and Chief Administrative Officer since its formation. He

  19. Key Governance Features of Executive Compensation Program

    | What We Do | What We Don’t Do | | Pay-for-performance. Approximately 93% of our Non-CEO NEOs target compensation is at-risk variable compensation. 70% of target annual equity grants and cash bonuses made to all NEOs in March 2024 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. NEOs receive grants of performance- based restricted stock units ("PRSUs") that vest based on achievement of three-year targets for Company financial performance and performance-vesting stock units ("PSUs") that vest based on achievement of total shareholder return ("TSR") targets over a three- year performance period. | 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, including the ability to out-perform target performance. | 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. | | Stock ownership guidelines. In 2024, the Compensation Committee adopted stock ownership guidelines applicable to senior management and non-employee directors to encourage meaningful stock ownership and increase alignment with stockholder interest. | |

  20. 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 that vest based on Company financial performance and PSUs that vest based on TSR achievement, directly tie pay outcomes to value creation, aligning executive and stockholder interests. In addition, senior management and non-employee directors are subject to stock ownership guidelines. | | 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. |

  21. Principal Elements of Executive Compensation

    | Element | Form | Pay Philosophy/Objectives | Key Features | | Base Salary | Cash | Attract and retain top talent. | • Fixed cash amount. •No increases for any NEOs in 2024. | | Annual Cash Bonus | Cash | Reward strong Company and individual performance against important short-term goals. | •At-risk variable compensation. •For the Chief Executive Officer, based on achievement of specified annual Company financial performance goals, which are pre-determined by the Compensation Committee. •For NEOs other than the Chief Executive Officer, based on a bonus pool, which is determined based on achievement of annual Company financial performance goals. •Allocations from the pool are determined based on individual and Company performance by recommendation to the Compensation Committee from the Chief Executive Officer. | | Long-Term Incentive Awards | Equity (RSUs) | Encourages retention and rewards the creation of stockholder value over time. | •At-risk variable compensation. •Annual grant of RSUs that vest annually over a three- year period, subject to continuous service. | | | Equity (PRSUs) | Promotes performance, supports retention and creates long-term stockholder value and stockholder alignment by creating an "ownership mentality" by tying vesting of the award to long-term Company financial performance. | •At-risk variable compensation. •Annual grant that vests following the end of the three- year performance period and requires continuous service throughout the entire period. •PRSUs granted in 2024 will vest based on achievement of three-year compound annual growth rate ("CAGR") targets for constant currency1 revenue growth2 and constant currency1 Adjusted EBITDA3. | | | Equity (PSUs) | Promotes long-term alignment between executive officers' incentives and stockholder interests by tying vesting of the award to total shareholder return. | •At-risk variable compensation. •Annual grant that vests following the end of the three- year performance period and requires continuous service throughout the entire period. •Target award may be modified based on achievement of absolute total shareholder return targets during the last year of the three-year performance period. •Included as part of each NEO's go-forward equity mix beginning in 2024. |

  22. 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— Employment Agreements with Our Named Executive Officers") pursuant to which he is entitled to an annual cash bonus based on Company performance. For calendar year 2024, Mr. Hult had a target bonus opportunity of $2,250,000 (unchanged from his 2023 target bonus amount). Achievement of the annual bonus is based on the Company's attainment of certain performance goals set annually by the Compensation Committee. The Compensation Committee sets the target performance goals each year based on the budget that is approved by the Board in the preceding quarter, reflecting a rigorous goal for the Company designed to motivate executives and drive performance. The maximum performance goals are set at a level that represents significant out performance versus target, while thresholds are set at a level that still represents meaningful year- over-year growth. The actual amount paid to Mr. Hult can be greater or less than the target bonus depending on the extent to which these goals are achieved (or exceeded) using straight-line interpolation between target and achievement above or below, as applicable, target amounts. The total payout can range from 0% to 150% of target. For 2024, achievement of the annual bonus was based 50% on attainment of target constant currency revenue growth versus prior year achievement and 50% on attainment of target constant currency Adjusted EBITDA margin, which was calculated as Adjusted EBITDA divided by revenue for the applicable period, each determined on a constant currency basis. We believe that constant currency Adjusted EBITDA margin and constant currency revenue growth are objective and important metrics to measure the underlying performance of the business and therefore relevant for purposes of establishing performance goals for executive compensation. The table below sets forth the relevant pay-for-performance scales for calendar year 2024.

  23. Annual Cash Bonus

    | 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% | 49.4% | 0% | | Target | 11.2% | 50% | 52.9% | 50% | | Maximum | 12.2% | 75% | 53.2% | 75% |

  24. Annual Cash Bonus

    (1)For actual performance achieved between goals, payout as a percentage of target bonus is calculated on a straight-line interpolation basis between threshold, target and maximum performance, as applicable. Based on 2024 Company performance, as confirmed by the Compensation Committee, the Company achieved constant currency revenue growth of 29.0% and constant currency Adjusted EBITDA margin of 53.3%, resulting in 75% achievement with respect to the constant currency revenue growth portion of the annual bonus target and 75% achievement with respect to

  25. Annual Cash Bonus

    | 42 | | TRADEWEB |

  26. Table of Contents

    | NEO | Final FY24 Annual Cash Bonus Earned | | Sara Furber | $2,133,000 | | Enrico Bruni | $2,244,758(1) | | Justin Peterson | $1,427,500 | | Amy Clack | $950,000(2) |

  27. 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 and the Compensation Committee reviews and approves such amounts. For 2024, 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 financial 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's financial performance during the applicable performance period. The performance modifier for PRSU grants made in calendar year 2024 was based 50% on a three-year CAGR target for constant currency revenue growth and 50% on a three-year CAGR target for constant currency Adjusted EBITDA growth for the performance period of January 1, 2024 to December 31, 2026. Achievement of goals through the performance period and the potential performance modifier based on achievement of these goals ranges from 0% (minimum) to 250% (maximum) of the target (100%) award amount. There will be no payouts on any measure for performance below threshold and payouts will not be increased for performance above maximum. We believe that constant currency Adjusted EBITDA 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. In addition, the three-year performance period applicable to our PRSUs increases the alignment of the executives' interests with stockholders to incentivize long-term financial performance and value creation. We strive in all cases to establish rigorous performance goals for the Company to motivate executives and drive performance above budget. Target achievement is set at rigorous levels based on the Company's internal forecasting and budgeting processes. The maximum performance goals for the 2024 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. The PRSUs will vest following the end of the performance period. The performance modifier is applied to all vested PRSUs at the time of settlement, which will occur after finalization of the Company's audited financial statements for the final fiscal year of the performance period. PRSUs granted to the NEOs are settled exclusively in Class A common stock, less any withholding and employment taxes associated with the settlement of the PRSUs. In addition, the PRSUs accumulate dividend equivalent rights in respect of any dividends paid on the Class A common stock (on a one Class A common stock to one PRSU basis) from January 1 of the applicable calendar year in which the relevant award was granted through the relevant vesting date. To the extent the PRSUs that gave rise to any dividend equivalent right are forfeited upon a termination, those dividend equivalent rights will also be forfeited. Dividend equivalent rights accumulated and not forfeited are added to, and are paid at the same time and in the same form as, payments in respect of the related PRSUs as set forth above. PSUs Further, the Company awards PSUs to executives under the Equity Plan. PSUs are performance-based restricted stock units that vest based on market conditions. PSUs cliff vest on January 1 of the third calendar year from the calendar year of

  28. Long-Term Equity Incentives

    | 44 | | TRADEWEB |

  29. Table of Contents

    | NEO | 2024 PRSUs(1) (#) | Approved Value of PRSUs at Time of Grant(2) | 2024 PSUs(3) (#) | Approved Value of PSUs at Time of Grant(2) | 2024 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 | 35,034 | $3,666,667 | 35,181 | $3,666,666 | 35,034 | $3,666,667 | $11,000,000 | | Sara Furber | 11,147 | $1,166,667 | 11,194 | $1,166,666 | 11,147 | $1,166,667 | $3,500,000 | | Enrico Bruni | 10,112 | $1,058,333 | 10,154 | $1,058,333 | 10,112 | $1,058,334 | $3,175,000 | | Justin Peterson | 7,643 | $800,000 | 7,676 | $800,000 | 7,643 | $800,000 | $2,400,000 | | Thomas Pluta(4) | 13,854 | $1,450,000 | 13,912 | $1,450,000 | 13,854 | $1,450,000 | $4,350,000 |

  30. Fiscal 2025 Compensation Decisions

    Fiscal 2025 Compensation Decisions In January 2025, the Compensation Committee determined that Mr. Hult's 2025 annual cash bonus will be based on constant currency revenue growth (50%) and constant currency Adjusted EBITDA margin (50%) with a maximum payout level of 150%, consistent with 2024, and that the 2025 annual cash bonus pool for employees other than the CEO will be determined based on constant currency revenue growth. The Compensation Committee also determined that the long-term incentive compensation design for 2025 for the NEOs would be consistent with 2024. COMPENSATION COMMITTEE REPORT We, the Compensation Committee of the Board of Directors, reviewed and had the opportunity to discuss with management the Compensation Discussion and Analysis set forth above and, based upon our review, we recommended to the Board that the Compensation Discussion and Analysis be included in this report. This report is provided by the following members of the Board, who compose the Compensation Committee. Jacques Aigrain, Chairperson Scott Ganeles Paula Madoff

  31. 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 2024, 2023 and 2022.

  32. 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 | 2024 | 750,000 | — | 12,575,284 | 3,375,000 | 37,647 | 16,737,931 | | | 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 | | Sara Furber Chief Financial Officer | 2024 | 600,000 | 2,133,000 | 4,001,197 | — | 18,100 | 6,752,297 | | | 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 | | Enrico Bruni Managing Director, Co-Head of Global Markets (5) | 2024 | 372,930 | 2,244,758 | 3,629,590 | — | 45,595 | 6,292,873 | | | 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 | | Justin Peterson Chief Technology Officer | 2024 | 400,000 | 1,427,500 | 2,743,557 | — | 40,953 | 4,612,010 | | | 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 | | Amy Clack Chief Administrative Officer(6) | 2024 | 156,061 | 2,552,718 | 1,840,524 | — | 7,797 | 4,557,100 | | Thomas Pluta Former President(7) | 2024 | 522,131 | — | 4,972,808 | — | 4,577,421 | 10,072,360 | | | 2023 | 700,000 | 2,200,000 | 7,676,423 | — | 20,488 | 10,596,911 |

  33. Summary Compensation Table

    (1)Ms. Furber, Mr. Bruni, Mr. Peterson and Ms. Clack each received an annual bonus in respect of 2024 as described above in the section titled "Compensation Discussion and Analysis—Fiscal 2024 Compensation Program in Detail—Annual Cash Bonuses—NEOs other than the Chief Executive Officer". Ms. Clack also received a one-time signing cash bonus in consideration of her forfeiture of certain cash payments provided by her previous employer, as described below in the section titled "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table". (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, 2024. 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. For Mr. Pluta, the amounts included in the "Stock Awards" column include amounts that were subsequently forfeited in connection with his termination effective as of September 30, 2024, as described below in the section titled " Potential Payments upon Termination or Change in Control—Pluta Termination Payments and Benefits". The table below sets forth the grant date value of the PRSU and PSU awards made in 2024 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 $104.66. Ms. Clack did not receive PRSUs or PSUs in 2024.

  34. Summary Compensation Table

    | NEO | PRSU Grant Date Value Based on Maximum Achievement ($) | PSU Grant Date Value Based on Maximum Achievement ($) | | Billy Hult | 9,166,646 | 9,205,056 | | Sara Furber | 2,916,560 | 2,928,910 | | Enrico Bruni | 2,645,805 | 2,656,794 | | Justin Peterson | 1,999,739 | 2,008,425 | | Thomas Pluta | 3,624,899 | 3,640,075 |

  35. 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 2024 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 2024 represent (A) for all executives other than Mr. Bruni, (i) financial planning services (other than Ms. Furber and Mr. Pluta), (ii) executive life insurance (other than Ms. Clack), (iii) group life insurance (other than Ms. Clack), (iv) matching contributions of $13,800 to each executive's account under the Company's 401(k) plan (except for Ms. Clack who received $4,000), (v) executive long-term disability insurance (other than Ms. Clack and Mr. Pluta), and (vi) for Mr. Pluta only, excess liability insurance, and (B) for Mr. Bruni, (i) annual club

  36. Summary Compensation Table

    | 48 | | TRADEWEB |

  37. 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, 2024.

  38. 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 | | | 2024 Cash Bonus | – | 2,250,000 | 3,375,000 | – | – | – | – | – | | | 3/15/2024 | 1/31/2024 | PRSU | – | – | – | – | 35,034 | 87,585 | – | 3,666,658 | | | 3/15/2024 | 1/31/2024 | RSU | – | – | – | – | – | – | 35,034 | 3,666,657 | | | 3/15/2024 | 1/31/2024 | PSU | – | – | – | 17,590 | 35,181 | 87,952 | – | 5,241,969 | | Sara Furber | 3/15/2024 | 1/31/2024 | PRSU | – | – | – | – | 11,147 | 27,867 | – | 1,166,645 | | | 3/15/2024 | 1/31/2024 | RSU | – | – | – | – | – | – | 11,147 | 1,166,646 | | | 3/15/2024 | 1/31/2024 | PSU | – | – | – | 5,597 | 11,194 | 27,985 | – | 1,667,906 | | Enrico Bruni | 3/15/2024 | 1/31/2024 | PRSU | – | – | – | – | 10,112 | 25,280 | – | 1,058,322 | | | 3/15/2024 | 1/31/2024 | RSU | – | – | – | – | – | – | 10,112 | 1,058,322 | | | 3/15/2024 | 1/31/2024 | PSU | – | – | – | 5,077 | 10,154 | 25,385 | – | 1,512,946 | | Justin Peterson | 3/15/2024 | 1/31/2024 | PRSU | – | – | – | – | 7,643 | 19,107 | – | 799,916 | | | 3/15/2024 | 1/31/2024 | RSU | – | – | – | – | – | – | 7,643 | 799,917 | | | 3/15/2024 | 1/31/2024 | PSU | – | – | – | 3,838 | 7,676 | 19,190 | – | 1,143,724 | | Amy Clack | 9/1/2024 | 5/10/2024 | RSU | – | – | – | – | – | – | 15,566 | 1,840,524 | | Thomas Pluta (7) | 3/15/2024 | 1/31/2024 | PRSU | – | – | – | – | 13,854 | 34,635 | – | 1,449,960 | | | 3/15/2024 | 1/31/2024 | RSU | – | – | – | – | – | – | 13,854 | 1,449,960 | | | 3/15/2024 | 1/31/2024 | PSU | – | – | – | 6,956 | 13,912 | 34,780 | – | 2,072,888 |

  39. 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 2024 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 2024 Compensation Program in Detail—Annual Cash Bonuses—Chief Executive Officer" and to which he is entitled pursuant to his employment agreement. (3)No 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 2024 Compensation Program in Detail—Long-Term Equity Incentives". (4)Represents the PRSUs and PSUs granted to the NEOs under the Equity Plan in 2024, 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 2024 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 2024 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 granted in 2024, 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, 2024. 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.

  40. Grants of Plan-Based Awards

    | 2025 PROXY STATEMENT | | 49 |

  41. 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

  42. 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, 2024.

  43. 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 | 144,900 | 20.59 | 10/26/2028 | — | — | — | — | | | 2022 | — | — | — | 39,922(2) | 5,226,588(3) | — | — | | | 2023 | — | — | — | 106,943(4) | 14,000,978(3) | 104,922(6) | 13,736,388(8) | | | 2024 | — | — | — | 35,034(5) | 4,586,651(3) | 122,766(7) | 16,072,525(8) | | Sara Furber | 2021 | — | — | — | 3,619(9) | 473,799(10) | — | — | | | 2022 | — | — | — | 22,318(11) | 2,921,873(10) | — | — | | | 2023 | — | — | — | 46,340(12) | 6,066,833(10) | 90,932(6) | 11,904,817(15) | | | 2024 | — | — | — | 11,147(13) | 1,459,365(10) | 39,061(14) | 5,113,866(15) | | Enrico Bruni | 2018 | 67,174 | 20.59 | 10/26/2028 | — | — | — | — | | | 2022 | — | — | — | 17,953(16) | 2,350,407(17) | — | — | | | 2023 | — | — | — | 44,184(18) | 5,784,569(17) | 90,932(6) | 11,904,817(21) | | | 2024 | — | — | — | 10,112(19) | 1,323,863(17) | 35,434(20) | 4,639,019(21) | | Justin Peterson | 2022 | — | — | — | 15,623(22) | 2,045,363(23) | — | — | | | 2023 | — | — | — | 34,043(24) | 4,456,910(23) | 90,932(6) | 11,904,817(27) | | | 2024 | — | — | — | 7,643(25) | 1,000,622(23) | 26,783(26) | 3,506,430(27) | | Amy Clack | 2024 | — | — | — | 15,566(28) | 2,037,901(29) | — | — | | Thomas Pluta | 2023 | — | — | — | 50,748(30) | 6,643,928(31) | 52,932(6) | 6,929,857(34) | | | 2024 | — | — | — | 13,854(32) | 1,813,766(31) | 12,090(33) | 1,582,823(34) |

  44. Outstanding Equity Awards at Fiscal Year-End

    (1)Based on the per-share closing market price of the Class A common stock on December 31, 2024, which was $130.92. (2)Represents 31,268 PRSUs that vested on January 1, 2025 and 8,654 RSUs that vested on March 15, 2025. (3)Mr. Hult has accrued dividend equivalent rights in respect of his grants of RSUs and PRSUs valued at (i) $42,423 for 2022 awards, (ii) $78,689 for 2023 awards and (iii) $10,510 for 2024 awards. These dividend equivalent rights are to be paid (or have been paid) at the time the underlying award settles (or settled) and the value is not included in the table above. (4)Represents 78,191 PRSUs that will vest on January 1, 2026, 14,376 RSUs that vested 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, which represents actual achievement. (5)Represents 11,678 RSUs that vested on March 15, 2025, 11,678 RSUs that will vest on March 15, 2026 and 11,678 RSUs that will vest on March 15, 2027. (6)Represents 2023 PSUs that will vest on January 1, 2026, assuming maximum achievement at a 250% performance modifier. See "Compensation Discussion and Analysis—Fiscal 2024 Compensation Program in Detail—Long-Term Equity Incentives" above for additional information regarding the PSU awards. (7)Represents 87,585 PRSUs and 35,181 PSUs that will vest on January 1, 2027. PRSUs reflect the number of shares to be earned based on maximum achievement at a 250% performance modifier and PSUs reflect the number of shares to be earned based on target achievement at a 100% performance modifier. See "Compensation Discussion and Analysis—Fiscal 2024 Compensation Program in Detail—Long-Term Equity Incentives" above for additional information regarding the PSU and PRSU awards. (8)Mr. Hult has accrued dividend equivalent rights in respect of his grant of PRSUs and PSUs valued at (i) $79,741 for 2023 awards and (ii) $49,106 for 2024 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. (9)Represents 3,619 RSUs that will vest on March 31, 2025. (10)Ms. Furber has accrued dividend equivalent rights in respect of her grants of RSUs and PRSUs valued at (i) $4,198 for 2021 awards, (ii) $23,737 for 2022 awards, (iii) $34,097 for 2023 awards and (iv) $3,344 for 2024 awards. These dividend equivalent rights are to be paid (or have been paid) at the time the underlying award settles (or settled) and the value is not included in the table above. (11)Represents 17,741 PRSUs that vested on January 1, 2025 and 4,577 RSUs that vested on March 15, 2025. (12)Represents 33,881 PRSUs that will vest on January 1, 2026, 6,230 RSUs that vested 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, which represents actual achievement. (13)Represents 3,716 RSUs that vested on March 15, 2025, 3,715 RSUs that will vest on March 15, 2026 and 3,716 RSUs that will vest on March 15, 2027.

  45. Outstanding Equity Awards at Fiscal Year-End

    | 52 | | TRADEWEB |

  46. 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, 2024. Ms. Clack does not hold options and did not vest in stock awards during the fiscal year ended December 31, 2024.

  47. 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 | 98,000 | 8,969,796 | 81,746 | 7,755,820 | | Sara Furber | — | — | 24,460 | 2,412,736 | | Enrico Bruni | 100,580 | 8,559,407 | 31,932 | 3,037,435 | | Justin Peterson | 10,000 | 848,866 | 26,220 | 2,503,940 | | Thomas Pluta | — | — | 9,858 | 1,023,458 |

  48. Options Exercised and Stock Vested

    (1)This column represents the value realized upon exercise of options during 2024, 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.

  49. Options Exercised and Stock Vested

    | 2025 PROXY STATEMENT | | 53 |

  50. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  51. 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 2024 to be $241,835. As reported in the Summary Compensation Table for fiscal 2024 in this Proxy Statement, the annual total compensation of our CEO for fiscal 2024 was $16,737,931. 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 2024 was 69:1. To identify our median employee, we used the following methodology: •We determined our median employee based on our entire employee population (excluding approximately 125 employees acquired in connection with our acquisition of International Cash Distributors on August 1, 2024) as of December 31, 2024. •We used a consistently applied compensation measure that included the sum of each employee's base salary (including overtime earned in 2024), bonuses and commissions earned in 2024 and the grant date fair value of all equity granted in 2024. •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, 2024. Using this approach, we identified our median employee and then calculated the annual total compensation of this employee for 2024 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.

  52. Pay Ratio Disclosure

    | 58 | | TRADEWEB |

  53. 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".

  54. 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) | | | | 2024 | $16,737,931 | $41,752,621 | $— | $— | $6,457,328 | $13,326,396 | $288.78 | $167.00 | $569,963,000 | 29.0% | | 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% |

  55. 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 2024, Sara Furber, Enrico Bruni, Justin Peterson, Amy Clack and Thomas Pluta; (ii) for 2023, Sara Furber, Thomas Pluta, Enrico Bruni and Justin Peterson; (iii) for 2022, Sara Furber, Billy Hult, Enrico Bruni and Justin Peterson; (iv) for 2021, Robert Warshaw, Sara Furber, Billy Hult, Enrico Bruni and Justin Peterson; and (v) 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:

  56. 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 | 2024 | $16,737,931 | $12,575,284 | $37,589,974 | $41,752,621 | | Average of Non-PEO NEOs | 2024 | $6,457,328 | $3,437,535 | $10,306,603 | $13,326,396 |

  57. 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. (b)The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the year; (iii) for awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  58. Pay Versus Performance

    | | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Year | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value During the Fiscal Year Through the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | Billy Hult | 2024 | $24,811,941 | $12,222,989 | $— | $416,763 | $— | $138,281 | $37,589,974 | | Average of Non-PEO NEOs | 2024 | $5,262,557 | $5,818,547 | $— | $131,744 | $(946,000) | $39,755 | $10,306,603 |

  59. Pay Versus Performance

    (3)The dollar amounts reported represent the amount of cumulative total return for the Class A common stock ("Company Cumulative TSR") calculated as of the end of each measurement period based on an initial investment of $100 in the Class A common stock on December 31, 2019, assuming the reinvestment of all dividends. (4)The dollar amounts reported represent the amount of cumulative total return for the Dow Jones US Financials Index ("Peer Group Cumulative TSR") calculated as of the end of each measurement period based on an initial investment of $100 in shares of the Dow Jones US Financials Index on December 31, 2019, assuming the reinvestment of all dividends. (5)The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable year.

  60. Pay Versus Performance

    | 2025 PROXY STATEMENT | | 59 |

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

    Analysis of the Information Presented in the Pay versus Performance Table The tables above and graphs below demonstrate that over the measurement period, compensation actually paid for the PEO and non-PEO NEOs trended directionally with the Company's cumulative TSR, net income and the Company Selected Measure (constant currency revenue change) from 2020 to 2024, except that in 2024, the compensation actually paid to the non-PEO NEOs decreased due to the absence of the additional one-time special PSU awards that were granted in 2023, as well as Mr. Pluta's termination, which resulted in the proration of his awards. The changes in compensation actually paid are largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed the peer group. 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 tables showing the relationships between information presented in the Pay versus Performance table.

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

    | 60 | | TRADEWEB |

  63. Director Compensation

    Director Compensation During fiscal 2024, members of the Board were compensated for their service pursuant to the terms of the Company's Non-Employee Director Compensation Policy. In 2024, each of Mr. Aigrain, Mr. Berns, Mr. Dixon, Mr. Ganeles, Ms. Madoff, Ms. Opoku 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. As described below, directors are eligible to receive additional cash payments and equity awards for service in Board leadership positions. 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 2024, the following directors received grants in the amounts and on the vesting schedules set forth below:

  64. Director Compensation

    | 2025 PROXY STATEMENT | | 61 |

  65. Table of Contents

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation(2) | Total ($) | | Jacques Aigrain | 185,000 | 299,958 | — | 484,958 | | Balbir Bakhshi | — | — | — | — | | Steven Berns | 130,000 | 149,922 | — | 279,922 | | Troy Dixon(3) | 110,000 | 96,889 | 15,000 | 221,889 | | Scott Ganeles | 127,500 | 149,922 | — | 277,422 | | Catherine Johnson | — | — | — | — | | Paula Madoff | 177,500 | 179,952 | 15,000 | 372,452 | | Daniel Maguire(4) | — | — | — | — | | Lisa Opoku(5) | 86,578 | 175,986 | — | 262,564 | | Murray Roos(6) | — | — | — | — | | Rana Yared | 115,000 | 149,922 | — | 264,922 |