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Paula Madoff

Lead Independent Director at Tradeweb MarketsTradeweb Markets
Board

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

OrganizationRoleTenureCommittees/Impact
Goldman SachsAdvisor; formerly Partner, Global Markets Division; leadership across interest rate products and mortgages30 years (prior to Advisor role) Deep capital markets expertise; leadership in fixed income and mortgages
ICE Benchmark AdministrationDirector; Chair of ICE LIBOR Oversight CommitteePrior service (dates not disclosed) Led LIBOR transition oversight (reference rate reform)
Wasserstein Perella & Co.Mergers & AcquisitionsPrior service Transaction execution experience
Bankers TrustCorporate FinancePrior service Financing and corporate advisory foundations
Motive Capital Corp I & IIDirector (prior SPAC boards)Prior service Deal evaluation and sponsor governance

External Roles

OrganizationRolePublic/PrivateNotes
Power Corporation of Canada (TSX: POW)Director (non-executive)PublicCurrent public company directorship
Great-West Lifeco Inc. (TSX: GWO)Director (non-executive)PublicCurrent public company directorship
KKR Real Estate Finance Trust Inc. (NYSE: KREF)Director (non-executive)PublicCurrent public company directorship
Santander Holdings USA Inc.Director (non-executive)PrivateU.S. banking subsidiary board membership
Santander Bank N.A.Director (non-executive)PrivateU.S. bank board membership
Beacon Platform Inc.Director (non-executive)PrivateFintech board role
Harvard Business School Alumni BoardPresidentNon-profitAlumni leadership
Harvard Kennedy School Women and Public PolicyWomen’s Leadership Board memberNon-profitPolicy leadership network
David Rockefeller FellowFellowCivicSenior civic leadership program

Board Governance

AttributeDetail
IndependenceBoard determined Ms. Madoff is independent under Nasdaq and SEC rules; committees are entirely independent and TW does not rely on controlled company exemptions .
Board LeadershipLead Independent Director since Feb 2022; responsibilities include executive session leadership, agenda coordination, liaison with shareholders upon request .
CommitteesAudit & Risk (member); Compensation (member); Nominating & Corporate Governance (Chair) .
Committee Meetings (2024)Audit & Risk: 8; Compensation: 6; Nominating & Corporate Governance: 3 .
AttendanceIn 2024, each incumbent director attended at least 75% of Board and relevant committee meetings; all incumbents attended the 2024 Annual Meeting .
Audit Committee Financial ExpertiseAudit & 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 retainer100,000Policy retainer for non-employee directors .
Additional cash – Audit & Risk Committee member15,000Non-chair member fee .
Additional cash – Compensation Committee member12,500Non-chair member fee .
Additional cash – Nominating & Corporate Governance Chair20,000Chair fee (2024 schedule) .
Additional cash – Lead Independent Director30,000Lead Independent Director cash fee .
Total Cash Paid to Madoff (2024)177,500Sum matches director compensation table .
Stock Awards (grant-date fair value)179,952RSU grant measured under ASC 718 .
Other Compensation15,000Service on boards of regulated subsidiaries .
Total Compensation (2024)372,452Aggregate director compensation .
RSU Grants (2024)# of RSUsVest Date
Paula Madoff1,588May 10, 2025
Policy Changes (March 2025)PriorNew
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 ChangeUsed for incentive linkage (NEOs) .
Constant Currency Adjusted EBITDA ChangeUsed for incentive linkage (NEOs) .
Constant Currency Adjusted EBITDA MarginUsed for incentive linkage (NEOs) .
Total Shareholder Return (TSR)PSU vesting based on TSR targets .

Other Directorships & Interlocks

CompanyOverlap typePotential interlock/conflict notes
Goldman Sachs (Advisor role)External advisory relationshipBoard 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 boardsCould 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 financeNo TW-related party transactions disclosed involving Ms. Madoff in reviewed proxy sections .
Power Corporation of Canada; Great-West LifecoPublic diversified financials/insuranceNo 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

ItemDetail
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 outstanding1,588 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/pledgingCompany 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 .