Justin Peterson
Tradeweb MarketsAbout Justin Peterson
Justin Peterson, age 62, is Chief Technology Officer of Tradeweb Markets (TW) since April 2020 and has served on TWM LLC’s Global Operating Committee since January 2014. He joined Tradeweb in 1999 after prior engineering and technology roles at NYNEX Science and Technology and Hughes Aircraft Company, and was Vice President at Citibank from 1995 to 1999. He 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 . In FY2024, Tradeweb delivered strong performance: revenue $1.7B (+29% YoY), adjusted EBITDA margin 53.3% (+91 bps YoY), adjusted net income $695.2M (+29.8% YoY), and free cash flow $808.9M (+18.2% YoY), supporting pay-for-performance alignment across the executive team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tradeweb Markets | Managing Director, Head of Institutional Technology | 2008–2020 | Led institutional technology, supporting platform development and operations |
| Tradeweb Markets (TWM LLC) | Member, Global Operating Committee | 2014–Present | Senior leadership governance and operating oversight |
| Citibank | Vice President | 1995–1999 | Technology leadership in financial services |
| NYNEX Science & Technology | Positions (Not disclosed) | Not disclosed | Technology roles in telecom R&D |
| Hughes Aircraft Company | Positions (Not disclosed) | Not disclosed | Technology roles in aerospace/defense |
External Roles
No public company board service or external directorships are disclosed for Justin Peterson in the proxy statement .
Fixed Compensation
Multi-year cash and fixed benefits:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | $400,000 |
| Annual Cash Bonus ($) | $1,350,000 | $1,225,000 | $1,427,500 |
| All Other Compensation ($) | $38,031 | $40,797 | $40,953 |
Notes:
- No base salary increase for any NEOs in 2024; Peterson’s base remained $400,000 .
- “All Other Compensation” includes 401(k) match and insurance programs (see footnotes) .
Performance Compensation
Annual Cash Bonus Structure (Non-CEO NEOs – including Peterson, FY2024)
| Component | Metric | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Bonus Pool Sizing | Constant currency revenue growth | 11.2% | 29.0% | Pool increases up to $0.25 per $1.00 growth above target; decreases $0.15 per $1.00 below target; straight-line interpolation; no cap/floor | Cash (annual) |
Allocation from the pool for Peterson reflected Company performance and individual impact (“strategic focus on delivering innovative technological solutions”) ; his FY2024 earned bonus was $1,427,500 .
Long-Term Equity Incentives (Structure and 2024 Grants)
| Award Type | Performance Metric(s) | Weighting | Performance Range | Vesting / Settlement | 2024 Shares Granted | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSUs | Time-vesting | N/A | N/A | Vests annually over 3 years; settled in Class A shares; dividend equivalents accrue | 7,643 | $800,000 |
| PRSUs | 3-year CAGR (constant currency revenue) and 3-year CAGR (constant currency Adjusted EBITDA) | 50% revenue CAGR; 50% EBITDA CAGR | 0%–250% modifier; threshold above minimum not disclosed; target=100% | Vest after the 3-year performance period; settlement post audit; dividend equivalents accrue | 7,643 (target basis) | $800,000 |
| PSUs | 3-year cumulative absolute TSR | N/A | Threshold 15%→50%; Target 30%→100%; Max ≥50%→250% | Cliff vest Jan 1 of the third calendar year from grant; payout determined by highest avg closing price over any 20 trading days in last year; dividend equivalents accrue | 7,676 | $800,000 |
Multi-year stock awards (grant-date fair value):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,609,985 | $5,486,536 | $2,743,557 |
Realized equity and options in 2024:
- Options exercised: 10,000; value realized $848,866 .
- RSUs/PRSUs vested: 26,220 shares; value realized $2,503,940 .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Class A Shares Beneficially Owned | Ownership % of Class A | Notes |
|---|---|---|---|
| Justin Peterson | 10,329 | <1.0% (“*”) | Includes RSUs vesting within 60 days of March 14, 2025 |
Stock ownership guidelines (adopted Dec 2024):
- Other Executive Officers (includes CTO): 2x base salary; compliance by December 2029; RSUs count; PRSUs/PSUs count only when vested; options do not count .
- Company prohibits hedging, margining, pledging, short-selling, or publicly trading options by officers and directors .
Outstanding Equity (as of 12/31/2024)
| Category | Shares/Units | Market/Payout Value ($) | Notes |
|---|---|---|---|
| Unvested RSUs (2022 grant) | 15,623 | $2,045,363 | Valued at $130.92 close |
| Unvested RSUs (2023 grant) | 34,043 | $4,456,910 | Valued at $130.92 close |
| Unvested RSUs (2024 grant) | 7,643 | $1,000,622 | Valued at $130.92 close |
| Unearned PRSUs+PSUs (2023 max PSUs) | 90,932 | $11,904,817 | 2023 PSUs assumed at 250% modifier |
| Unearned PRSUs+PSUs (2024 max PRSUs + target PSUs) | 26,783 | $3,506,430 | 2024 PRSUs at max 19,107 + PSUs at target 7,676 |
| Accrued dividend equivalents (2023/2024 awards) | — | $69,108 (2023) / $10,713 (2024) | Pay at settlement; value excluded from table |
Employment Terms
| Term | Peterson Status / Amount | Notes |
|---|---|---|
| Employment Agreement | Not party to an employment agreement | CEO/Furber/Clack have separate arrangements; Peterson does not |
| Severance – Termination without Cause | Salary continuation: $400,000; Benefits continuation: $39,066; Payment in respect of bonus: $2,700,000; Equity value (RSUs/PRSUs/PSUs): $2,618,400 / $3,798,295 / $3,509,616; Total: $13,065,377 | Values estimated at $130.92 share price; PRSUs/PSUs pro rata at target; RSUs fully vest |
| Death/Disability | Equity value (RSUs/PRSUs/PSUs): $2,618,400 / $3,798,295 / $3,509,616; Total: $9,926,311 | As above |
| Retirement (eligible as of 12/31/24) | Equity value (RSUs/PRSUs/PSUs): $2,618,400 / $3,798,295 / $3,509,616; Total: $9,926,311 | Retirement eligibility noted |
| Change in Control | Equity value (RSUs/PRSUs/PSUs): $2,618,400 / $5,885,116 / $5,766,895; Total: $14,270,411 | PSUs fully vest; TSR modifier determined by deal price; Qualified change-in-control paid at closing; otherwise original settlement date |
| Clawback | Omnibus Clawback Policy compliant with Rule 10D-1; applies to executive officers; recovery regardless of misconduct | Administered by Compensation Committee |
| Hedging/Pledging | Prohibited for officers/directors | Alignment-enhancing governance |
Compensation Program Context and Governance
- Pay-for-performance emphasis; about 93% of non-CEO NEO target compensation is at-risk; 70% of target annual equity grants and cash bonuses (March 2024) tied directly to company performance .
- Stock ownership guidelines implemented in 2024 for senior management and directors to enhance alignment .
- 2024 say-on-pay support ~98%; one-year frequency support ~99%; Board adopted annual say-on-pay .
- Peer group used for benchmarking includes MarketAxess, Cboe, Nasdaq, MSCI, Virtu, Interactive Brokers, FactSet, Fair Isaac, Morningstar, SEI, Aspen Technology, BILL, Guidewire, Q2 Holdings .
Performance Compensation Detail (Plan Metrics and Payout Mechanics)
| Metric | Weighting | Target Definition | Threshold/Maximum | Actual (FY2024 awards) | Payout Range | Vesting Timing |
|---|---|---|---|---|---|---|
| PRSU – 3-year constant currency Revenue CAGR | 50% | Company-set rigorous 3-year CAGR target | 0%–250% modifier | Not disclosed (performance period 2024–2026) | 0%–250% | Post-audit after FY2026 |
| PRSU – 3-year constant currency Adjusted EBITDA CAGR | 50% | Company-set rigorous 3-year CAGR target | 0%–250% modifier | Not disclosed (performance period 2024–2026) | 0%–250% | Post-audit after FY2026 |
| PSU – 3-year cumulative absolute TSR | N/A | 30% cumulative TSR = target (100%) | 15% (50%); ≥50% (250%) | Not disclosed (settles Jan 1, 2027) | 0%–250% | Jan 1, 2027 (third calendar year from grant) |
Note: 2023 PRSUs for NEOs reflect realized performance modifiers of 181.3% in the outstanding table footnotes (for those grants), evidencing strong multi-year performance execution .
Investment Implications
- High equity-at-risk mix and stringent PRSU/PSU structures (CAGR and TSR) align Peterson’s pay outcomes to value creation; 2024 grants evenly split among RSUs, PRSUs, PSUs ($800k each), reinforcing multi-year retention and performance orientation .
- Upcoming vesting cadence can create mechanical supply: Peterson realized $2.5M from RSU/PRSU vesting and ~$0.85M from option exercises in 2024; monitor annual RSU tranches and PRSU/PSU settlements (2026–2027) for potential selling pressure, noting company hedging/pledging prohibitions .
- Severance/change-in-control terms provide meaningful protection (12 months salary, bonus payment, and vesting treatment), reducing retention risk and encouraging continuity, while clawback policy and ownership guidelines constrain governance risk and strengthen alignment .
- Company performance momentum (+29% revenue, margin expansion) and strong say-on-pay support suggest investor acceptance of the compensation design; continue tracking PRSU/PSU achievement vs targets (2024–2026 PRSU period; 2024 PSU settlement Jan 2027) for pay-for-performance validation .