Rich Repetto
Tradeweb MarketsAbout Rich Repetto
Rich Repetto (age 67) was appointed as an independent Class II director of Tradeweb Markets Inc. in March 2025; his term runs until the 2027 Annual Meeting . He brings 25+ years covering electronic trading and fintech as a former Managing Director and Senior Research Analyst at Piper Sandler and earlier Principal at Sandler O’Neill; he holds a B.S. from West Point and an MBA from Wharton . The Board has affirmatively determined he is independent under Nasdaq and SEC rules, and he currently serves on the Audit and Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler Corporation | Managing Director & Senior Research Analyst | Jan 2020 – Jun 2023 | Covered electronic trading and fintech; named Financial Times/StarMine “Global Analyst of the Year” (2010) |
| Sandler O’Neill & Partners | Principal | Nov 2003 – Jan 2020 | Senior sell-side research leadership in market structure/fintech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interactive Brokers Group, Inc. | Director; Audit Committee Member | Current | Board service and audit oversight at a major electronic brokerage |
| Cornerstone Financial Technology Management | Employed | Since Dec 2023 | Hedge fund focused on advanced technology in investment decisions for fintech stocks |
Board Governance
- Committee assignments: Audit and Risk Committee member; the committee oversees financial reporting integrity, auditor independence and performance, internal audit, enterprise risk management, and climate-related disclosure controls .
- Independence: Board determined Repetto is independent; all Board committees are fully independent with independent Chairs .
- Board structure: Tradeweb is a “controlled company” (LSEG/Refinitiv holds ~89.8% combined voting power), but does not currently rely on controlled-company governance exemptions; the Board maintains majority independence, independent Chair, Lead Independent Director, executive sessions, and stock ownership guidelines for non-employee directors .
- Attendance and engagement: In 2024 the Board held 5 meetings; Audit and Risk 8; Compensation 6; Nominating and Corporate Governance 3. Repetto joined the Audit and Risk Committee effective March 6, 2025 (post-2024 period) .
- Director nominations: All current directors and nominees were designated by Refinitiv under a Stockholders Agreement; Nominating & Corporate Governance Committee evaluates candidates against qualification standards before full Board approval .
Fixed Compensation
Non-Employee Director Compensation Policy (2024 baseline and March 2025 amendments):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Directors) – 2024 | $100,000 | Paid to each non-employee director |
| Annual equity grant (RSUs) – 2024 | $150,000 | One-year vest; for continuing directors, granted on annual meeting date |
| Committee member (Audit & Risk) – 2024 | $15,000 | Non-chair member cash retainer |
| Committee member (Compensation) – 2024 | $12,500 | Non-chair member cash retainer |
| Committee member (Nominating & Corporate Governance) – 2024 | $10,000 | Non-chair member cash retainer |
| Chair retainers – 2024 | Board Chair $50,000; Audit Chair $30,000; Comp Chair $25,000; Nominating Chair $20,000 | Additional cash; Board Chair also received extra RSUs $150,000 |
| Lead Independent Director – 2024 | $30,000 cash; $30,000 RSUs (total $180,000 including base RSUs) | Added responsibility compensation |
| March 2025 amendments | Annual RSUs for all directors increased to $185,000 | Audit Chair cash to $35,000; Nominating Chair cash to $25,000; Board Chair mix revised to $85,000 cash + $115,000 equity to comply with equity plan limits |
| Grant timing for new directors | RSUs may be granted upon appointment or at next annual meeting at Board discretion | Repetto “is entitled to receive compensation” per policy |
Performance Compensation
- Directors do not receive performance-linked equity; annual director RSUs are time-vested (one-year) without performance conditions .
- Executive performance metrics (for NEOs) include constant currency revenue change, constant currency Adjusted EBITDA change/margin, and TSR; these do not apply to director pay .
| Performance Metric (Directors) | Structure |
|---|---|
| Equity grant | Time-vested RSUs; no PRSUs/PSUs for directors |
Other Directorships & Interlocks
| Company | Relationship | Governance Consideration |
|---|---|---|
| Interactive Brokers Group, Inc. | Current director and Audit Committee member | Interlock to monitor for potential customer/supplier relationships; Compensation Committee interlocks are explicitly stated as none across companies |
Expertise & Qualifications
- Deep sector knowledge in electronic trading/fintech and market structure; recognized Financial Times/StarMine “Global Analyst of the Year” (2010) .
- Financial and research rigor from two decades of senior sell-side roles .
- Governance-ready credentials with audit oversight experience at IBKR .
- Education: B.S. United States Military Academy at West Point; MBA Wharton School, University of Pennsylvania .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Rich Repetto | 0 | * | “*” denotes less than 1% outstanding; table as of March 14, 2025 |
- Stock ownership guidelines: Adopted in 2024 for senior management and non-employee directors to strengthen alignment (specific multiples not disclosed) .
- Hedging/pledging prohibitions: Officers and directors are prohibited from hedging, margining, pledging, short-selling, or publicly trading options in Tradeweb stock .
Governance Assessment
- Positives: Independence and Audit & Risk Committee service enhance credibility on financial reporting and risk oversight . Strong governance framework—independent Chair, Lead Independent Director, executive sessions, stock ownership guidelines, and no reliance on controlled-company exemptions despite LSEG/Refinitiv control . Say‑on‑pay support of ~98% in 2024 and shift to annual votes (99% support) indicate constructive shareholder engagement .
- Compensation alignment: Director pay structure is balanced (cash retainer + time‑vested RSUs); March 2025 equity grant increase appears market-informed, with chair fee adjustments and equity cap compliance, signaling disciplined oversight .
- Conflicts and related parties: No related-person transactions disclosed involving Repetto; the Audit & Risk Committee reviews and must approve any >$120,000 related-person transactions under a formal policy . Transactions with Refinitiv/LSEG are disclosed and governed (shared services ~$3.0M fees; market data agreement ~$82.1M revenue; TRA obligations) demonstrating transparency of controller relationships .
- Watch items / RED FLAGS to monitor: Controlled-company dynamics and Refinitiv’s director designation rights (all current directors designated) warrant ongoing vigilance for board independence and minority shareholder interests . IBKR board interlock should be monitored for any business dealings; compensation committee interlocks are disclosed as none, mitigating a common risk .
Overall: Repetto adds seasoned market-structure and audit oversight expertise without disclosed conflicts; governance structures and policies (independence, ownership guidelines, anti-hedging, related-party review) support investor confidence amid controlled-company context .