Sean Windeatt
About Sean Windeatt
Sean A. Windeatt (age 52) is Co‑Chief Executive Officer (since Feb 18, 2025) and has served as BGC’s Chief Operating Officer since 2009; prior roles include CEO of BGC Brokers, L.P. (2012–2025), Interim CFO (2018–2019), and earlier senior roles at BGC and Cantor Fitzgerald International; he holds a Bachelor’s in Business Administration (Finance) from the University of Bedfordshire (1996) . Company performance context: in 2024, Total Revenues were $2,262,818k and Net Income was $123,228k, and five‑year cumulative TSR (value of $100 invested) reached $163.72 versus $121.70 for the peer group (CFT/TP ICAP) . On Feb 18, 2025, he was appointed Co‑CEO alongside John Abularrage and JP Aubin following leadership changes tied to Howard W. Lutnick’s confirmation as U.S. Secretary of Commerce .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BGC Group, Inc. | Co‑Chief Executive Officer; Co‑Principal Executive Officer | 2025–present | Elevated to Co‑CEO amid leadership transition to drive execution across brokerage and operations . |
| BGC Group, Inc. | Chief Operating Officer | 2009–present | Long-tenured COO across market cycles; oversight of operations and brokerage management . |
| BGC Brokers, L.P. | Chief Executive Officer | 2012–2025 | Led BGC’s UK brokerage platform; execution and retention focus in front‑office businesses . |
| BGC Group, Inc. | Interim Chief Financial Officer | 2018–2019 | Stabilized finance function during transition . |
| BGC Group, Inc. | Executive Managing Director & Vice President | 2007–2009 | Senior leadership roles preceding COO appointment . |
| Cantor Fitzgerald International | Director; Business Manager/Finance | Director (2004–2007); Business Manager/Finance (1997–2003) | Governance and finance leadership at affiliate; cross‑platform experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cantor Fitzgerald International | Director | 2004–2007 | Board role at BGC affiliate; broadened governance experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base salary/drawings (GBP) | £600,000 | £700,000 | £700,000 | £750,000 |
| Base salary (USD equivalent) | $745,920 (FX 1.2432) | $896,630 (FX 1.2809) | $850,675 (FX 1.21525) | ~$911,438 (as of Jan 13, 2025) |
Notes: Amounts reflect UK Partnership “drawings” framework for UK members; 2025 increase approved with 2025 Deed amendment .
Performance Compensation
- Program design: Executive bonus opportunities under the BGC Group Incentive Plan; Committee sets annual performance criteria and retains negative discretion; equity often used for long‑term, retentive value; no fixed metric weightings disclosed .
- 2024 Performance Goals: operating profits/Adjusted Earnings; growth in gross revenue/volumes vs peers; market penetration/expansion; strategic M&A/JVs/disposals; strategic hires/retention; other significant performance, with discretion; maximum individual opportunity $25M .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total bonus (USD) | $2,113,440 | $2,251,822 | $3,047,847 |
| Cash paid (USD) | $310,800 | $640,450 | $2,339,356 |
| Equity portion (type/size) | BGC Holdings NLPU‑CV/NPLPU‑CV; LPU‑NEW/PLPU‑NEW (partnership awards at $4.59 per unit) | 60,095 RSUs (5‑yr ratable) and 131,053 RSUs‑LLP (cliff 4/1/2027) | 73,098 RSUs‑LLP (cliff 4/1/2028; post 2.5% LLP admin adjustment) |
| Vesting conditions (high level) | Pre‑conversion units with exchangeability/vesting schedules | RSUs: service + $5m quarterly revenue contingency; RSUs‑LLP: LLP good standing/performance/compliance + $5m quarterly revenue | RSUs‑LLP: LLP good standing/performance/compliance + $5m quarterly revenue |
Additional attributions: The Committee attributed £292,000 per year to a 2021 NLPU/NPLPU award across 2020–2024; for 2023/2024 this attribution was noted but excluded from column (g) totals in the SCT .
Equity Ownership & Alignment
- Beneficial ownership: 246,360 BGC Class A shares held directly as of Sept 16, 2025 .
- Culture/skin‑in‑the‑game: Approximately 6% of fully diluted equity owned by employees, executives and directors as of June 30, 2025 .
- Hedging/insider trading: Company prohibits hedging by directors/officers/employees under its Hedging Policy; pre‑clearance required for director/executive trades under Insider Trading Policy .
Outstanding and Recent Equity Awards (selected, BGC)
| Instrument | Quantity | Vesting/Terms | Notes |
|---|---|---|---|
| RSUs (conversion substitutes) | 673,570 | Vest 7/1/2033 (service condition) | Substituted for pre‑conversion units . |
| RSUs (conversion substitutes; revenue contingency) | 256,977 | Vest 7/1/2033; contingent on ≥$5m revenue in vesting quarter | Substituted awards . |
| RSAs (conversion substitutes) | 239,990 | Vested 4/1/2025 | Pre‑conversion conversion . |
| RSAs (conversion substitutes) | 158,449 | Vested 4/1/2024 | Value realized $1,213,719 at vest . |
| RSUs‑LLP (2023 award) | 131,053 | Cliff vest 4/1/2027; LLP good standing/performance + $5m revenue contingency | |
| RSUs (2023 award) | 60,095 | Ratable vest over 5 yrs; service + $5m revenue contingency | |
| RSUs (conversion substitutes) | 210,037 | Outstanding; conversion‑related | |
| RSUs‑LLP (2024 award) | 73,098 | Cliff vest 4/1/2028; LLP good standing/performance + $5m revenue contingency |
Vesting overhang/possible selling pressure indicators:
- April 1, 2027: 131,053 RSUs‑LLP cliff vest .
- April 1, 2028: 73,098 RSUs‑LLP cliff vest .
- July 1, 2033: 930,547 RSUs total vest (two tranches), creating long‑dated supply event; a portion is contingent on quarterly revenue .
Other monetization/liquidity events (non‑BGC):
- On Oct 7, 2024, redeemed 327,127 non‑exchangeable Newmark LPUs/PLPUs; received 271,362 Newmark Class A shares and $251,128 cash; some balances redeemed for zero per LLP admin fee .
Employment Terms
- UK Partnership structure: Member under Deed of Adherence; majority of day‑to‑day activity delivered via the UK Partnership; non‑compete and non‑solicit obligations apply .
- Current term: Extended on Feb 18, 2025 to June 30, 2034; either party may terminate with 24 months’ notice starting July 1, 2032; drawings increased to £750,000 per year from Jan 1, 2025; one‑time profit allocation $460,000 .
- Restrictive covenants: Non‑compete and non‑solicit (clients) for 24 months post‑termination; non‑solicitation of employees extended to 36 months per 2025 amendment .
- Consultancy tail: £100,000 per year for up to two years post‑membership termination (separate 2017 consultancy agreement), with similar restrictive covenants .
Change‑in‑Control (CIC) Economics (as of Dec 31, 2024)
| Scenario | Base Salary | Bonus | Equity Vesting | Consultancy Fees | Welfare Benefits | Tax Gross‑up |
|---|---|---|---|---|---|---|
| Termination in connection with CIC | $1,701,350 | $6,095,694 | $6,321,288 | $256,180 | $17,605 | — |
| Extension of employment in connection with CIC | $850,675 | $3,047,847 | $6,321,288 | — | — | — |
| Termination not in connection with CIC | — | — | — | $256,180 | — | — |
| All dollar amounts per proxy methodology; equity vesting reflects full vest acceleration at CIC per agreements; values based on $9.06 close on 12/31/2024 . |
CIC award mechanics: Upon a CIC of the UK Partnership (aligned with loss of Cantor control), his RSUs/RSAs vest on a lump sum three years post‑CIC if services continue, or ratably on first through third anniversaries if services are terminated earlier, subject to conditions; benefits continuation for two years and pro‑rata discretionary profit allocation for year of termination; “double‑payment” if still a member two years after CIC (an additional payment equal to initial CIC payment) .
Clawback: Compensation recovery policy applies to incentive‑based compensation tied to financial reporting measures in the event of a restatement (effective Dec 1, 2023, retroactive to Oct 2, 2023) .
Performance Compensation Details
| Element | Metric/Structure | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Incentive Plan | Operating profits/Adjusted Earnings; growth vs peers; market penetration; strategic transactions; key hires; other significant performance; Committee discretion | Not fixed (Committee discretion) | Max $25m individual cap | £2,508,000 total; £1,925,000 cash; £583,000 in 73,098 RSUs‑LLP; US$ equivalents at 1.21525 FX | RSUs‑LLP cliff 4/1/2028; LLP good standing/performance + $5m quarterly revenue contingency . |
| 2023 Incentive Plan | Similar framework; Committee discretion; paid partly in RSUs/RSUs‑LLP | Not fixed | Max $25m | $2,251,822 total; $640,450 cash; equity of 60,095 RSUs and 131,053 RSUs‑LLP | RSUs 5‑yr ratable; RSUs‑LLP cliff 4/1/2027; service/LLP and revenue contingencies |
| 2022 Incentive Plan | Pre‑conversion LPUs/PLPUs plus cash | Not fixed | — | $2,113,440 total; $310,800 cash; remaining in partnership units at $4.59 per unit | Schedules per unit type; many later converted/substituted at Corporate Conversion |
Peer and benchmarking references: Committee reviewed data from Compagnie Financière Tradition SA and TP ICAP for market/performance comparisons and a broader peer set for base pay (e.g., CME, ICE, Nasdaq, MarketAxess, Tradeweb, etc.) without strict benchmarking percentiles .
Risk Indicators and Governance
- Hedging prohibited; insider trading pre‑clearance for executives; robust governance policies (Clawback, Whistleblower, related‑party oversight) .
- No stock option grants outstanding; equity is primarily RSUs/RSAs/RSUs‑LLP; no option repricing disclosed .
- Related‑party matters are reviewed by independent Audit Committee; no specific related‑party transactions disclosed for Mr. Windeatt beyond Newmark unit redemptions described above .
Equity Ownership & Vesting Snapshot (as of 12/31/2024 unless noted)
| Item | Amount | Reference |
|---|---|---|
| BGC Class A shares owned directly | 246,360 | |
| Unvested RSUs (various; includes conversion substitutes and 2023 award) | 270,135 RSUs | |
| RSUs‑LLP (unvested; 2023 award) | 131,053 | |
| RSAs (conversion substitutes) | 239,990 (vested 4/1/2025) | |
| RSUs‑LLP (2024 award) | 73,098 (granted effective 4/1/2025; would have been $662,268 at 12/31/24 price) | |
| Long‑dated RSUs (conversion substitutes) | 930,547 vesting 7/1/2033 |
Compensation Committee, Say‑on‑Pay, and Peer Group
- Compensation Committee (independent directors) oversaw 2024 pay; Korn Ferry advised; say‑on‑pay held annually (non‑binding) .
- Base‑pay comparables include a broad financial services peer set; performance benchmarking emphasized core brokerage peers (CFT, TP ICAP) .
Investment Implications
- Alignment and retention: High proportion of deferred, long‑dated equity (notably a 2033 RSU cliff and LLP‑structured RSUs) creates strong retention and sustained alignment; hedging is prohibited, and a clawback applies, reducing agency risk .
- Potential supply events: Significant discrete vesting dates (2027, 2028; and a large 2033 vest) could create episodic selling pressure windows for liquidity, subject to policy, trading windows, and personal diversification needs .
- CIC protections: UK Partnership‑specific CIC economics include accelerated vesting and substantial cash elements (plus possible “double” payment at the two‑year anniversary), which mitigate retention risk in a control change but may elevate potential CIC cost to shareholders .
- Execution track record: Long‑tenured operator (COO since 2009) recently elevated to Co‑CEO during leadership transition; compensation decisions in 2024 cited his responsibilities across brokerage relationships, acquisitions, and financial performance, supporting confidence in continuity of operational execution .
Overall: Incentives are highly retentive and service‑conditioned with LLP and revenue‑contingent features. Monitoring upcoming vesting cliffs (2027/2028) and any Form 4 activity around those dates is prudent for trading flow analysis. The CIC framework meaningfully de‑risks retention in a transaction scenario but represents a material potential cost in a change‑of‑control event .