Douglas Friedman - General Counsel and Secretary | Tradeweb Markets (TW) Executive Profile & Compensation

About Douglas Friedman

Douglas Friedman is General Counsel and Secretary of Tradeweb Markets Inc. (TW), serving as General Counsel since November 2009 and previously as Assistant General Counsel beginning in June 2005. He oversees Tradeweb’s global legal function and is active in regulatory discussions impacting global financial markets, including membership in the Federal Reserve Bank of New York’s Treasury Market Practices Group. He holds a B.A. from the University of Michigan and a J.D. from Seton Hall University School of Law; age 54 as of May 20, 2025 . Company performance context: FY24 revenue was $1.7B (+29.0% YoY), adjusted EBITDA margin 53.3% (+91 bps YoY), adjusted net income $695.2M (+29.8% YoY), and free cash flow $808.9M (+18.2% YoY) .

Past Roles

Organization	Role	Years	Strategic Impact
Tradeweb Markets LLC	Assistant General Counsel	2005–2009	Progression into GC role overseeing legal and regulatory initiatives
King & Spalding LLP	Litigation Attorney (securities litigation and regulatory investigations)	2001–2005	Focused on securities litigation and regulatory investigations
Cadwalader, Wickersham & Taft LLP	Attorney	Not disclosed	Prior legal practice experience
Gibbons P.C.	Attorney	Not disclosed	Prior legal practice experience

External Roles

Organization	Role	Years	Strategic Impact
Federal Reserve Bank of New York – Treasury Market Practices Group	Member	Not disclosed	Participation in market structure and regulatory best practices for U.S. Treasury market

Fixed Compensation

Not disclosed in proxy; Friedman is not a named executive officer (NEO). The CD&A identifies NEOs as CEO, CFO, Co-Head of Global Markets, CTO, CAO, and former President for 2024, and provides compensation details for those roles .

Performance Compensation

Not disclosed in proxy for Friedman. Tradeweb’s executive program emphasizes variable pay tied to financial metrics (revenue growth, adjusted EBITDA margin) and long-term equity awards (RSUs, PRSUs, PSUs) for NEOs, but the proxy does not provide Friedman-specific awards or bonus details .

Equity Ownership & Alignment

Beneficial ownership: The proxy provides detailed beneficial ownership for directors and NEOs; Friedman is not individually listed and thus his share count and ownership % are not disclosed .
Alignment policies:
- Hedging, margining, pledging, short-selling, and public options trading in TW stock are prohibited for officers and directors (reduces misalignment risk) .
- Robust clawback policy compliant with Exchange Act Rule 10D-1 for incentive compensation; committee discretion to claw back other incentive awards .
- Stock ownership guidelines for senior management and non-employee directors adopted in 2024 to enhance alignment (company-wide policy) .

Employment Terms

Role and responsibilities: General Counsel and Secretary; oversees global legal function, advises on key legal issues and strategic initiatives; active in regulatory engagement .
Communications channel: Stockholders may address communications to “General Counsel and Secretary” at Tradeweb’s principal address for routing to directors/committees (process oversight) .
Executive program context (company-wide, not Friedman-specific):
- Executive severance policy for NEOs (other than CEO): 12 months base salary continuation, a bonus payment equal to the highest of the prior two years plus pro rata current-year bonus, and COBRA excess cost reimbursement for one year (excluding Bruni’s COBRA), subject to release .
- Equity award treatment for NEOs: RSUs vest on change-in-control; RSUs continue on schedule upon certain terminations; PRSUs/PSUs provide pro-rata vesting based on service; detailed vesting and performance mechanics outlined by award type .
- CEO-specific CIC terms and parachute tax best-net provisions are defined in the CEO employment agreement; these illustrate change-of-control structuring at the company level .

Performance & Track Record

Metric	FY 2024
Revenues ($USD Billions)	$1.7
Adjusted EBITDA Margin (%)	53.3%
Adjusted Net Income ($USD Millions)	$695.2
Free Cash Flow ($USD Millions)	$808.9

Governance quality indicators: 2024 say-on-pay received ~98% support; frequency moved to annual say-on-pay with ~99% support, indicating strong shareholder approval of compensation practices .

Compensation Committee Analysis (Context)

Committee composition: Independent directors; chaired by Jacques Aigrain; oversight of executive compensation philosophy, goal-setting, and plan design .
Peer group for benchmarking (context for pay market): Includes exchanges/fintech/software names such as Nasdaq, Cboe, MarketAxess, MSCI, FactSet, Virtu, Interactive Brokers, etc. .

Risk Indicators & Red Flags

Hedging/pledging by officers/directors prohibited, mitigating alignment risks .
Clawback in place under Rule 10D-1, with broader discretionary clawback authority .
No tax gross-ups on change-in-control payments; no option repricing without shareholder approval .
Strong say-on-pay support, reducing governance-related compensation risk .

Investment Implications

Alignment: Company-wide prohibitions on hedging/pledging and adoption of stock ownership guidelines (2024) support executive-stockholder alignment; although Friedman’s individual holdings are not disclosed, policy coverage suggests low pledging/hedging risk .
Retention risk: Friedman’s long tenure (Assistant GC since 2005; GC since 2009) and central governance role suggest low near-term transition risk; individual severance/CIC terms for GC are not disclosed, limiting precision on exit economics .
Trading signals: Lack of disclosed individual Form 4 data prevents assessment of near-term selling pressure; beneficial ownership data excludes Friedman specifically, constraining sell/buy signal analysis .
Performance backdrop: Strong FY24 results and high say-on-pay support indicate a healthy compensation-performance framework; however, pay-for-performance calibration cannot be evaluated for Friedman specifically due to non-disclosure .