Catherine Johnson
Tradeweb MarketsAbout Catherine Johnson
Catherine Johnson (age 56) has served on Tradeweb’s Board since May 2023. She is Group General Counsel of London Stock Exchange Group plc (LSEG) since 2015, sits on LSEG’s Executive Committee, and chairs FTSE International Limited; she holds a law and economics degree from King’s College, Cambridge, and qualified at Herbert Smith in 1993. Core credentials: international legal/regulatory expertise, M&A and governance in global market infrastructure; she is designated to the TW Board by Refinitiv/LSEG under the Stockholders Agreement. Tradeweb discloses she holds no committee assignments and is not listed among independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| London Stock Exchange Group (LSEG) | Group General Counsel; member, Executive Committee | 2015–present; with LSEG since 1996 | Leads global legal and compliance; advisor to LSEG Board/senior executives |
| Herbert Smith (now Herbert Smith Freehills) | Corporate Associate (qualified) | Qualified 1993 | Early legal training/background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| LSEG | Group General Counsel; Executive Committee member | Current | LSEG is Tradeweb’s indirect controlling stockholder |
| FTSE International Limited (FCA-regulated, part of LSEG) | Chair | Current | Governance leadership at index subsidiary |
Board Governance
- Committee assignments: None at Tradeweb in 2023–2024–2025; not shown on Audit & Risk, Compensation, or Nominating & Corporate Governance committees.
- Independence: Tradeweb identifies specific independent directors; Johnson is not listed as independent, consistent with her LSEG executive affiliation.
- Attendance: In 2024, the Board met 5 times; each incumbent director attended at least 75% of Board and applicable committee meetings. In 2023, the Board met 9 times; each incumbent director attended at least 75%.
- Controlled company context: LSEG/Refinitiv controls ~89.8% of combined voting power; Tradeweb remains a “controlled company” but states it does not rely on controlled-company exemptions and maintains fully independent committees with independent Chairs.
- Director designation: Refinitiv/LSEG holds nomination rights under the Stockholders Agreement; Johnson was designated pursuant to these rights.
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Total Cash ($) | Stock Awards (RSUs) – Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 0 | 0 | 0 | 0 | Proxy director compensation table shows “—” for Johnson for FY2023; appointed May 15, 2023 |
| 2024 | Not disclosed for Johnson | Not disclosed for Johnson | Not disclosed for Johnson | No RSU grant listed among 2024 director grants | 2024 RSU grant table does not include Johnson |
Policy context: Standard non‑employee director pay in 2024 was $100,000 cash retainer plus $150,000 in RSUs, with additional retainers for leadership/committee roles; in March 2025, the annual equity grant increased to $185,000 and certain chair retainers were adjusted. Johnson, as an LSEG-affiliated director, has historically not been paid by Tradeweb (e.g., similar LSEG designees previously received no compensation).
Performance Compensation
| Component | Structure | Performance Metrics | Catherine Johnson Participation |
|---|---|---|---|
| Director equity | Time‑based RSUs vesting after one year | N/A for directors | No RSU grant listed for 2024; none shown for 2023 |
Other Directorships & Interlocks
| Category | Organization | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Public company boards | None | — | No other public company directorships disclosed |
| Controlling stockholder | LSEG/Refinitiv | Executive (LSEG); Refinitiv designates TW directors | Refinitiv/LSEG holds nomination rights and majority voting power; related‑party oversight important |
| LSEG-affiliated directors on TW Board | Balbir Bakhshi (LSEG CRO); Murray Roos (LSEG Capital Markets); Daniel Maguire (LSEG Markets/LCH) | Directors | Multiple LSEG executives on TW Board elevate information‑flow and conflict‑management considerations |
Expertise & Qualifications
- Legal, regulatory, and corporate governance expertise across global market infrastructure; extensive M&A experience.
- Senior leadership at LSEG; Chair of FTSE International; international financial services background.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at TW | Not specifically quantified in proxy tables for Johnson; footnote states she is LSEG Group GC and disclaims beneficial ownership of securities owned directly or indirectly by LSEG. |
| Ownership guidelines | Non‑employee directors must hold shares = 5x annual cash retainer within 5 years of Dec 2024 adoption; unvested RSUs count; options do not; PRSUs/PSUs count only when vested. Compliance deadline Dec 2029 for then‑subject directors. |
| Hedging/pledging | Prohibited for officers and directors. |
Governance Assessment
- Strengths and signals supporting investor confidence:
- Deep legal/regulatory and governance expertise directly relevant to TW’s regulated, electronic markets footprint.
- Strong overall board practices: majority‑independent board, independent chair, fully independent committees, stock ownership guidelines, prohibition on hedging/pledging.
- Attendance thresholds met; engagement expectations disclosed.
- Risk indicators and potential conflicts:
- Not independent; senior LSEG executive designated under Stockholders Agreement while LSEG/Refinitiv controls ~89.8% of voting power—this creates inherent related‑party and information‑flow risks, placing emphasis on committee independence and recusal protocols.
- No Tradeweb director compensation or equity awards disclosed for Johnson in 2023–2024, limiting direct pay‑for‑performance alignment at the TW entity level (mitigated by LSEG’s controlling economic/voting alignment).
- Implications:
- For governance screens, classify Johnson as non‑independent, controller‑affiliated; monitor related‑party transactions and committee oversight robustness.
- For alignment analysis, rely on enterprise‑level ownership guidelines and board independence of committees to mitigate controller influence; watch for any deviations in director compensation policy application or future committee appointments.