Billy Hult
Tradeweb MarketsAbout Billy Hult
Billy Hult, 55, is Chief Executive Officer of Tradeweb Markets (TW) and a director since March 2019; he has a B.A. from Denison University and joined Tradeweb in July 2000 after trading roles at Société Générale (1997–2000) . He became CEO in January 2023 after serving as President until February 2022 and CEO‑elect in 2022; he has led major platform expansions (Dealerweb in 2009) and acquisitions (Hilliard Farber 2008, Rafferty Capital Markets 2011, J.J. Kenny Drake 2011, Nasdaq eSpeed 2021, Yieldbroker 2023, r8fin and ICD 2024) . Performance during his PEO tenure includes constant currency revenue growth of 12.2% (2023) and 29.0% (2024), net income of $419.5M (2023) and $569.963M (2024), and cumulative TSR since 2019 of $288.78 vs peer $167.00 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tradeweb Markets | Product Manager; created mortgage trading marketplace | 2000–2005 | Built new electronic marketplace capability |
| Tradeweb Markets | Head of U.S. Products | 2005–2009 | Oversaw expansion into new asset classes |
| Tradeweb Markets | Led launch of Dealerweb | 2009 | First electronic platform for wholesale participants |
| TWM LLC | President; former board of managers | Sep 2008–Feb 2022; on board since Sep 2008 | Operated core businesses; governance role pre‑IPO |
| Tradeweb Markets | CEO‑elect then CEO | Feb–Dec 2022 (CEO‑elect); Jan 2023–present (CEO) | Led growth, M&A: eSpeed (2021), Yieldbroker (2023), r8fin & ICD (2024) |
| Société Générale | Trading positions | 1997–2000 | Markets experience prior to Tradeweb |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public company boards | None | — | No other public boards currently |
| Société Générale | Trader | 1997–2000 | Foundation in trading and markets |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 660,000 | 750,000 | 750,000 |
| Target Bonus (%) | — | 300% of salary | 300% of salary |
| Target Bonus ($) | — | 2,250,000 | 2,250,000 |
| Actual Bonus Paid ($) (Non‑Equity Incentive) | 5,329,500 | 3,375,000 | 3,375,000 |
| All Other Compensation ($) | 44,089 | 55,879 | 37,647 |
| Total Compensation ($) | 10,234,406 | 14,307,658 | 16,737,931 |
Performance Compensation
Annual Cash Bonus (2024 structure and outcome)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Constant currency revenue growth | 50% | 3.0% | 11.2% | 12.2% | 29.0% | 75% of component |
| Constant currency Adjusted EBITDA margin | 50% | 49.4% | 52.9% | 53.2% | 53.3% | 75% of component |
| Total payout | — | — | — | — | — | 150% of $2,250,000 = $3,375,000 |
Notes: Payouts use straight‑line interpolation between levels; pool design and CEO metrics set by the Compensation Committee .
Long‑Term Equity Incentives (granted March 15, 2024)
| Award Type | Units Granted | Approved Value at Grant ($) | Vesting / Performance | Design Details |
|---|---|---|---|---|
| RSU | 35,034 | 3,666,657 | Time‑vest; tranches Mar 15, 2025/2026/2027 (11,678 each) | One‑third of target equity mix |
| PRSU | 35,034 | 3,666,667 | Vests Jan 1, 2027; number earned subject to 0–250% performance modifier | Three‑year Company financial performance period |
| PSU | 35,181 | 5,241,969 | Vests Jan 1, 2027; modifier based on cumulative absolute TSR; 0%/50%/100%/250% for <15%/15%/30%/≥50% TSR | Settles using highest 20‑day avg price in last year of performance period; Monte Carlo valuation |
Key in‑flight 2023 awards: PRSUs 78,191 will vest Jan 1, 2026 (reflect actual achievement with 181.3% performance modifier) ; 2023 PSUs 104,922 will vest Jan 1, 2026 assuming maximum 250% achievement .
Stock Awards as reported (grant‑date fair value)
| Year | Stock Awards ($) |
|---|---|
| 2022 | 4,200,817 |
| 2023 | 10,126,779 |
| 2024 | 12,575,284 |
Options and Vesting Activity (2024)
| Metric | 2024 |
|---|---|
| Options exercised (shares) | 98,000 |
| Value realized on exercise ($) | 8,969,796 |
| Shares vested (RSUs/PRSUs) | 81,746 |
| Value realized on vesting ($) | 7,755,820 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A on fully exchanged/converted basis) | 186,993 shares; % shown as “*” in proxy |
| Options – exercisable | 144,900 @ $20.59, expire 10/26/2028 |
| Unvested RSUs outstanding | 39,922 (2022 awards) ; 106,943 (2023 awards) ; 35,034 (2024 awards) |
| Unearned PRSUs outstanding | 104,922 (2023 PRSUs; reflects 181.3% actual modifier) ; 87,585 (2024 PRSUs at max 250%) |
| Unearned PSUs outstanding | 2023 PSUs 104,922 (at max 250%) ; 2024 PSUs 35,181 (at target 100%) |
| Dividend equivalents on RSUs/PRSUs | Accrued on 2022 ($42,423), 2023 ($78,689), 2024 ($10,510) awards; paid at settlement |
| Stock ownership guidelines | CEO: 6x base salary (by Dec 2029); RSUs count, PRSUs/PSUs count only when vested; options excluded |
| Hedging/pledging | Officers and directors prohibited from hedging, margining, pledging, short‑selling or public options trading in TW stock; pledging/margin transactions subject to strict policy and pre‑clearance controls |
| Clawback | Omnibus Clawback Policy in place (Rule 10D‑1); applies to execs for material restatements; Committee discretion to claw back other incentive pay |
Employment Terms
| Term | Provision |
|---|---|
| Agreement and term | New CEO employment agreement entered Feb 21, 2023; initial 3‑year term with automatic annual renewals unless 90‑day prior notice |
| Base salary | $750,000 |
| Annual bonus | Target 300% of salary; based on Company performance metrics; 0–150% payout scale |
| Benefits | Participation in health/benefit plans on same basis as senior executives; six weeks’ vacation |
| Restrictive covenants | Perpetual NDA; non‑compete during employment and 24 months post “Qualifying Termination” or 12 months otherwise; non‑solicit during restriction period; mutual non‑disparagement |
| Severance (qualifying termination) | 2x salary + average bonus of prior two years (paid over 24 months); prorated current‑year bonus based on actual results; earned but unpaid prior year bonus; COBRA premium reimbursement for 24 months |
| Illustrative potential payments (as of 12/31/2024) | Termination without Cause: Salary $1,500,000; Benefits $58,877; Bonus $7,727,250; Equity values RSUs $9,483,845; PRSUs $12,447,001; PSUs $5,198,353; Total $36,415,326 |
| Change in control (equity) | Equity values indicated at $9,483,845 (RSUs), $18,917,024 (PRSUs), $10,100,478 (PSUs) |
Board Governance
- Board service: Director since March 2019; currently a Class III nominee with a term to 2028 Annual Meeting if re‑elected . Committee memberships: None listed for Hult; no other public boards .
- Independence and dual role: Hult is CEO and a director; TW is a “controlled company” via Refinitiv’s voting power but does not rely on controlled‑company governance exemptions; majority‑independent Board, independent Chair (Jacques Aigrain) and Lead Independent Director (Paula Madoff); all committees are fully independent and meet Nasdaq/SEC standards .
- Director designation: Current directors nominated via Refinitiv’s designation right under the Stockholders Agreement, with Nominating & Corporate Governance Committee evaluation before full Board approval .
Compensation Committee and Shareholder Feedback
- Committee composition and practices: Compensation Committee comprises independent directors (Chair Jacques Aigrain, Scott Ganeles, Paula Madoff); met 6 times in 2024; sets CEO goals and pay mix, approves equity design; uses ClearBridge Compensation Group as an independent consultant (no conflict) .
- Peer group: Includes exchanges/fintechs and related companies (e.g., Cboe, Nasdaq, MarketAxess, MSCI, Virtu, Interactive Brokers, FactSet, SEI, AspenTech, Fair Isaac, others) .
- Say‑on‑pay: 2024 say‑on‑pay received ~98% support; shareholders also backed moving to annual say‑on‑pay with ~99% support at the 2024 Annual Meeting .
Compensation Structure Analysis
- Mix and at‑risk orientation: CEO total compensation delivered 81% in equity; 95% at‑risk pay for CEO in 2024; Committee increased CEO target equity percentage at face value from 75% to 80% in 2024, enhancing long‑term alignment .
- Shift to PRSUs/PSUs: Adoption of three‑year PRSUs and TSR‑based PSUs as regular components ties payouts to multi‑year financial performance and market TSR, with 0–250% modifiers .
- Governance safeguards: No excise tax gross‑ups, no option repricing without shareholder approval; robust clawback; prohibitions on hedging/pledging .
Equity Vesting Schedule and Potential Selling Pressure
| Instrument | Key Dates | Amounts |
|---|---|---|
| RSUs (2022) | Vested Mar 15, 2025 | 8,654 |
| RSUs (2023) | Vested Mar 15, 2025; vest Mar 15, 2026 | 14,376; 14,376 |
| RSUs (2024) | Vest Mar 15, 2025/2026/2027 | 11,678 per tranche |
| PRSUs (2023) | Vest Jan 1, 2026 | 78,191 (181.3% actual modifier) |
| PRSUs (2024) | Vest Jan 1, 2027 | 87,585 (max 250% illustration) |
| PSUs (2023) | Vest Jan 1, 2026 | 104,922 (max 250% illustration) |
| PSUs (2024) | Vest Jan 1, 2027 | 35,181 (target 100%) |
| Options (2018) | Expire Oct 26, 2028 | 144,900 exercisable @ $20.59 |
Note: 2024 realized activities included exercising 98,000 options (value realized $8.97M) and vesting of 81,746 shares (value realized $7.76M) .
Employment & Contracts
| Item | Detail |
|---|---|
| Start at Tradeweb | July 2000 |
| Years in current role | CEO since Jan 2023 |
| Contract renewal | Auto‑renew annually after initial 3‑year term |
| Non‑compete | 24 months after qualifying termination; 12 months otherwise |
| Non‑solicit | Employees, customers, clients during restriction period |
| Change‑of‑control | Equity values indicated; accelerated vesting terms summarized in potential payments table |
| Clawback | Omnibus policy compliant with Rule 10D‑1 |
Investment Implications
- Alignment and upside sensitivity: High equity mix (80% target equity at face value; 81% of total delivered in equity) and three‑year PRSU/PSU design create strong linkage to revenue growth, EBITDA margin and TSR; 2024 performance maxed both annual components (150% payout), evidencing rigorous but achievable goals .
- Retention and mobility risk: Significant unvested PRSUs/PSUs through 2027 and a 24‑month non‑compete post‑qualifying termination materially reduce near‑term mobility; severance of 2x salary+avg bonus plus prorated bonus is competitive and stabilizing .
- Trading signals: 2024 option exercises and sizable 2025–2027 vesting tranches could contribute to intermittent supply; company policy restricts hedging/pledging and requires pre‑clearance, mitigating adverse alignment risks .
- Governance mitigants to dual role: Although Hult is both CEO and director, independence risks are mitigated by an independent Chair, Lead Independent Director, and fully independent committees; say‑on‑pay support (~98%) and annual vote suggest broad shareholder endorsement of pay design .
- Execution track record: Multi‑asset expansion and M&A integration under Hult support continued platform scale; company outperformance on constant currency revenue growth and EBITDA margin in 2024 strengthens confidence in incentive calibration .