Paula Madoff
About Paula Madoff
Paula B. Madoff (age 57) has served as an independent director of Tradeweb Markets since March 2019; she is Lead Independent Director (since February 2022) and Chair of the Nominating & Corporate Governance Committee (since May 2023). She is an Advisor to Goldman Sachs, previously serving 30 years in leadership roles and as a Partner in the Global Markets Division; earlier roles include Wasserstein Perella (M&A) and Bankers Trust (Corporate Finance). Education: BA in Economics, cum laude (Lafayette College) and MBA (Harvard Business School). Current public boards: Power Corporation of Canada (TSX: POW), Great-West Lifeco (TSX: GWO), KKR Real Estate Finance Trust (NYSE: KREF) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Advisor; formerly Partner, Global Markets Division; leadership across interest rate products and mortgages | 30 years (prior to Advisor role) | Deep capital markets expertise; leadership in fixed income and mortgages |
| ICE Benchmark Administration | Director; Chair of ICE LIBOR Oversight Committee | Prior service (dates not disclosed) | Led LIBOR transition oversight (reference rate reform) |
| Wasserstein Perella & Co. | Mergers & Acquisitions | Prior service | Transaction execution experience |
| Bankers Trust | Corporate Finance | Prior service | Financing and corporate advisory foundations |
| Motive Capital Corp I & II | Director (prior SPAC boards) | Prior service | Deal evaluation and sponsor governance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Power Corporation of Canada (TSX: POW) | Director (non-executive) | Public | Current public company directorship |
| Great-West Lifeco Inc. (TSX: GWO) | Director (non-executive) | Public | Current public company directorship |
| KKR Real Estate Finance Trust Inc. (NYSE: KREF) | Director (non-executive) | Public | Current public company directorship |
| Santander Holdings USA Inc. | Director (non-executive) | Private | U.S. banking subsidiary board membership |
| Santander Bank N.A. | Director (non-executive) | Private | U.S. bank board membership |
| Beacon Platform Inc. | Director (non-executive) | Private | Fintech board role |
| Harvard Business School Alumni Board | President | Non-profit | Alumni leadership |
| Harvard Kennedy School Women and Public Policy | Women’s Leadership Board member | Non-profit | Policy leadership network |
| David Rockefeller Fellow | Fellow | Civic | Senior civic leadership program |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ms. Madoff is independent under Nasdaq and SEC rules; committees are entirely independent and TW does not rely on controlled company exemptions . |
| Board Leadership | Lead Independent Director since Feb 2022; responsibilities include executive session leadership, agenda coordination, liaison with shareholders upon request . |
| Committees | Audit & Risk (member); Compensation (member); Nominating & Corporate Governance (Chair) . |
| Committee Meetings (2024) | Audit & Risk: 8; Compensation: 6; Nominating & Corporate Governance: 3 . |
| Attendance | In 2024, each incumbent director attended at least 75% of Board and relevant committee meetings; all incumbents attended the 2024 Annual Meeting . |
| Audit Committee Financial Expertise | Audit & Risk Committee includes members deemed independent; the committee oversees ERM, compliance, and climate disclosures; composition includes Ms. Madoff . |
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Policy retainer for non-employee directors . |
| Additional cash – Audit & Risk Committee member | 15,000 | Non-chair member fee . |
| Additional cash – Compensation Committee member | 12,500 | Non-chair member fee . |
| Additional cash – Nominating & Corporate Governance Chair | 20,000 | Chair fee (2024 schedule) . |
| Additional cash – Lead Independent Director | 30,000 | Lead Independent Director cash fee . |
| Total Cash Paid to Madoff (2024) | 177,500 | Sum matches director compensation table . |
| Stock Awards (grant-date fair value) | 179,952 | RSU grant measured under ASC 718 . |
| Other Compensation | 15,000 | Service on boards of regulated subsidiaries . |
| Total Compensation (2024) | 372,452 | Aggregate director compensation . |
| RSU Grants (2024) | # of RSUs | Vest Date |
|---|---|---|
| Paula Madoff | 1,588 | May 10, 2025 |
| Policy Changes (March 2025) | Prior | New |
|---|---|---|
| Annual director equity grant (RSUs) | $150,000 | $185,000 |
| Audit & Risk Chair cash retainer | $30,000 | $35,000 |
| Nominating & Corporate Governance Chair cash retainer | $20,000 | $25,000 |
| Board Chair additional comp mix (cash/equity) | $50k / $150k | $85k / $115k |
Performance Compensation
- Non-employee directors do not receive performance-based equity or cash bonuses; annual RSUs are time-based and vest after one year .
| Company’s executive pay performance metrics (context) | Description |
|---|---|
| Constant Currency Revenue Change | Used for incentive linkage (NEOs) . |
| Constant Currency Adjusted EBITDA Change | Used for incentive linkage (NEOs) . |
| Constant Currency Adjusted EBITDA Margin | Used for incentive linkage (NEOs) . |
| Total Shareholder Return (TSR) | PSU vesting based on TSR targets . |
Other Directorships & Interlocks
| Company | Overlap type | Potential interlock/conflict notes |
|---|---|---|
| Goldman Sachs (Advisor role) | External advisory relationship | Board affirms independence; related-person transactions are overseen by Audit & Risk Committee; no specific transactions involving Ms. Madoff disclosed in reviewed proxy sections . |
| Santander Holdings USA / Santander Bank N.A. | Banking boards | Could interact with TW’s market participants; no related-person transactions disclosed involving Ms. Madoff in reviewed proxy sections . |
| KKR Real Estate Finance Trust (KREF) | Public RE finance | No TW-related party transactions disclosed involving Ms. Madoff in reviewed proxy sections . |
| Power Corporation of Canada; Great-West Lifeco | Public diversified financials/insurance | No TW-related party transactions disclosed involving Ms. Madoff in reviewed proxy sections . |
Expertise & Qualifications
- Deep experience in interest rate products and mortgages; extensive board service and committee leadership; electronic trading and fixed income domain expertise .
- Governance leadership: Lead Independent Director; Chair of Nominating & Corporate Governance; contributor to Audit & Risk and Compensation oversight .
- Recognitions and affiliations: HBS Alumni Board President; HKS Women’s Leadership Board; David Rockefeller Fellow .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A, fully exchanged/converted basis) | 13,455 shares; less than 1% of Class A . |
| Vested shares (as of Dec 31, 2024) | 11,867 shares . |
| 2024 RSU grant outstanding | 1,588 RSUs vesting May 10, 2025 . |
| Stock ownership guidelines (Directors) | 5x annual cash retainer; compliance required by December 2029; counts direct shares and RSUs (vested/unvested); PSUs/PRSUs and options do not count . |
| Hedging/pledging | Company policy prohibits hedging and pledging by officers/directors; options/short-selling prohibited . |
Governance Assessment
- Strengths: Independent status, Lead Independent Director role, and chairing Nominating & Corporate Governance enhance board effectiveness; active committee service across Audit & Risk and Compensation supports robust oversight. Attendance met threshold and all incumbents attended the Annual Meeting, signaling engagement .
- Alignment: Director pay mix balanced between cash and equity; RSUs vest over one year; stock ownership guidelines (5x retainer) increase alignment, and hedging/pledging is prohibited—positive for investor confidence .
- RED FLAGS: External advisory relationship with Goldman Sachs presents potential perception risk; however, the Board affirms independence and maintains a related-person transaction policy overseen by the Audit & Risk Committee; no specific related-person transactions involving Ms. Madoff are disclosed in reviewed sections . Controlled company status (Refinitiv majority voting power) can raise governance concerns, but TW states it does not rely on controlled company exemptions and maintains fully independent committees with independent chairs .
- Signals to monitor: 2025 increase in director equity grant to $185,000 and committee chair cash retainers reflects peer benchmarking; continued review of ownership guideline progress by 2029 and any future changes in advisory/board roles at institutions interacting with TW’s platforms should be monitored for conflicts and overboarding considerations .