Lisa Opoku

About Lisa Opoku

Independent director of Tradeweb Markets Inc. (TW), age 53, serving since March 2024; member of the Nominating and Corporate Governance Committee. She is Chief Operating Officer of FS Investments (since March 2024). Education: B.A., summa cum laude, University of Minnesota; J.D., Harvard Law School. Prior roles include Goldman Sachs partner and multiple COO positions across divisions and geographies; previously a partner at Richards Spears Kibbe & Orbe LLP; current trustee of the University of Minnesota board.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Opoku is independent under Nasdaq and SEC rules; all Board committees are fully independent with independent Chairs.
• Committee assignments: Nominating and Corporate Governance Committee member (Chair: Paula Madoff). 2024 committee meetings: Audit & Risk (8), Compensation (6), Nominating & Corporate Governance (3).
• Attendance: In 2024, the Board held 5 meetings; each incumbent director (including Opoku) attended at least 75% of combined Board/committee meetings and attended the 2024 Annual Meeting.
• Lead Independent Director and Board Chair: Lead Independent Director—Paula Madoff; independent Chair—Jacques Aigrain; Board regularly holds executive sessions of independent directors.
• Controlled company context: LSEG/Refinitiv controls ~89.8% combined voting power; Tradeweb does not rely on controlled company exemptions (maintains majority independent Board and fully independent committees).
• Director nomination process: All current directors and nominees were designated by Refinitiv per the Stockholders Agreement, then evaluated by Nominating & Corporate Governance Committee against qualification standards.

Fixed Compensation

• March 2025 policy updates: Annual director equity increased to $185,000; Audit Chair cash retainer increased to $35,000; Nominating Chair cash retainer increased to $25,000; Chairperson mix adjusted to $85,000 cash and $115,000 equity to comply with equity limits.

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive financial markets and global operations experience from Goldman Sachs COO roles across FICC, Asia Pacific Securities, Engineering, and AWM Partner Family Office, plus alternative asset management COO at FS Investments.
• Legal training and practice as a former law firm partner; J.D. Harvard Law School; B.A. University of Minnesota (summa cum laude).
• Board-level governance exposure via University of Minnesota; skills mapped to Corporate Governance and Global Leadership/Human Capital in Board skills matrix.

Equity Ownership

Governance Assessment

• Alignment and independence: Opoku is independent, sits on an independent committee, and the Board maintains independent leadership (separate Chair, Lead Independent Director, executive sessions). Attendance met expectations in 2024.
• Pay and ownership alignment: Director pay is a straightforward mix of cash retainer, committee fees, and annual RSUs; stock ownership guidelines (5x retainer) enhance alignment; hedging/pledging prohibited; clawback applies to executives and broader incentive awards.
• Controlled company risk: LSEG/Refinitiv retains ~89.8% combined voting power and designates director nominees; this structural control is a governance overhang, but Tradeweb does not currently rely on exempted governance practices and maintains majority independent Board and committees.
• Conflicts/related-party exposure: No related-party transactions or interlocks disclosed for Opoku. Company’s significant related-party arrangements are with Refinitiv/LSEG (shared services ~$3.0M expense; market data ~$82.1M revenue), governed by Audit & Risk Committee policy.
• Shareholder signals: 2024 say‑on‑pay support ~98% and annual frequency ~99%, indicating strong investor support for compensation governance; active stockholder engagement program cited.

Director Compensation (Detail)

Board Governance (Committee Structure)

Compensation & Incentives (Company context for Board oversight)

Related Party Transactions & Policies

• Policy: Audit & Risk Committee reviews/approves related-person transactions >$120,000; considers fairness, business rationale, and potential conflict impacts.
• Transactions with Refinitiv/LSEG: Shared services ($3.0M expense in 2024); market data licensing ($82.1M revenue in 2024). Agreements include perpetual/shared service termination mechanics and standard license termination clauses.
• Tax Receivable Agreement (TRA): $372.8M total amounts due as of Dec 31, 2024; accelerates under certain conditions; potential liquidity impact under early termination/change in control.

Compensation Peer Group (for contextual benchmarking)

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: Approximately 98% support; frequency moved to annual with ~99% support; Board adopted annual say‑on‑pay.
• Engagement: Tradeweb engaged unaffiliated stockholders owning over 70% of Class A (excluding index firms); feedback influenced adoption of PSUs, three‑year PRSU metrics, and stock ownership guidelines.

RED FLAGS

• Controlled company influence: Refinitiv/LSEG designates directors; potential for perceived conflicts in Board composition despite independence determinations.
• Significant related-party revenue/expenses with LSEG/Refinitiv: Requires ongoing Audit & Risk oversight to ensure arm’s-length terms.

Summary

• Opoku strengthens Board effectiveness with deep financial, operational, and global leadership experience, and serves on the Nominating & Corporate Governance Committee. She is independent, met attendance expectations, and her director pay is standard (cash retainer, committee fees, annual RSUs) with strong alignment mechanisms (ownership guidelines; anti-hedging/pledging). No direct conflicts or related-party transactions are disclosed for Opoku; primary governance overhang is controlled company structure via LSEG/Refinitiv, mitigated by independent Board/committee practices.