Sara Furber
Tradeweb MarketsAbout Sara Furber
Tradeweb Markets’ Chief Financial Officer since September 2021; age 49 as of May 10, 2024; B.S. in Mechanical Engineering from Duke University; prior senior roles at IEX Group, Morgan Stanley, and Bank of America Merrill Lynch . Company performance during her tenure includes 2023 revenue growth of 12.6% reported and 12.2% constant currency, ~49 bps adjusted EBITDA margin expansion, and 19% adjusted diluted EPS growth; 2022 revenue growth of 10.4% reported and 14.0% constant currency, ~111 bps adjusted EBITDA margin expansion, and 17% adjusted diluted EPS growth . Executive pay design emphasizes at‑risk compensation, with PRSUs tied to three‑year financial performance and PSUs tied to three‑year TSR, plus stock ownership guidelines and a clawback policy per Exchange Act Rule 10D‑1 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IEX Group | Chief Financial Officer | 2018–2021 | Led finance; oversaw new business portfolio including IEX Cloud data platform . |
| IEX Group | Senior executive (joined IEX) | 2016–2018 | Expanded into technology-oriented businesses prior to CFO appointment . |
| Morgan Stanley | Managing Director; member of Management Committee; COO, Wealth Management | — | Senior operating leadership across WM; enterprise-level management exposure . |
| Bank of America Merrill Lynch | COO, Global Corporate & Investment Banking; previously led Merrill Lynch Investor Relations during crisis/merger | — | Post-crisis integration/IR leadership; operating execution across GCIB . |
| Merrill Lynch | Investor Relations lead through global financial crisis and merger with BofA | — | Crisis communications and capital markets stakeholder management . |
| Early career | Investment banking | Began 1997 | Foundation in corporate finance and markets . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $600,000 | $600,000 |
| Annual Cash Bonus ($) | $1,000,000 | $1,800,000 | $2,133,000 |
| All Other Compensation ($) | $16,410 | $17,500 | $18,100 |
| Target Bonus % | Not disclosed; non‑CEO NEO bonus pool based on company performance; individual allocations discretionary . | Not disclosed; pool exceeded target on 12.2% constant currency revenue growth . | Not disclosed . |
Performance Compensation
2024 Equity Grants (grant date March 15, 2024; approval Jan 31, 2024)
| Award Type | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|---|
| PRSU | — | 11,147 | 27,867 | 1,166,645 | Three‑year company financial performance modifier . | Vests based on 3‑year performance; settles in stock after vest . |
| RSU | — | — | — | 1,166,646 | Time‑based; alignment via multi‑year vesting . | Vests annually over three years (2025–2027) . |
| PSU | 5,597 | 11,194 | 27,985 | 1,667,906 | Three‑year total shareholder return targets; 50% vest at threshold . | Vests based on 3‑year TSR performance; settles in stock after vest . |
Performance Outcomes and Modifiers
| Award Year | Metric | Target/Design | Actual/Status | Payout/Modifier | Notes |
|---|---|---|---|---|---|
| Annual Cash Bonus (NEOs other than CEO) – FY2023 | Constant currency revenue growth | Target 11.0% growth | 12.2% growth | Pool above target; Sara bonus $1,800,000 | Pool adjusts $0.25 per $1.00 above target; individual allocations discretionary . |
| PRSUs (2022 grants) | Company financials (3‑year) | PRSU performance modifier | 129.2% deemed achieved for 2022 | 129.2% | Drives earned PRSU share counts for outstanding awards. |
| PRSUs (2023 grants) | Company financials (3‑year) | PRSU performance modifier | 181.3% actual achievement | 181.3% | Increases earned PRSUs (e.g., 2023 awards scheduled to vest 1/1/2026) . |
Equity Ownership & Alignment
Beneficial Ownership (Class A, fully exchanged and converted basis)
| As-of Date | Shares | % of Class A |
|---|---|---|
| March 14, 2022 | 19,350 | <1% (asterisk indicated) |
| March 17, 2023 | 31,073 | <1% (asterisk indicated) |
| March 13, 2024 | 21,165 | <1% (asterisk indicated) |
| March 14, 2025 | 18,142 | <1% (asterisk indicated) |
- Hedging, margining, pledging, short‑selling, and public options trading in company stock are prohibited for officers and directors .
- Stock ownership guidelines adopted December 2024: CFO must hold 3x base salary; compliance due by December 2029; shares counting include directly owned and RSUs (vested and unvested); PRSUs/PSUs count only when vested; unexercised options do not count .
Outstanding Unvested Equity and Market Value
| As-of Date | Unvested RSUs (#) | Market Value of RSUs ($) | Unearned PRSUs (#) | Market/Payout Value PRSUs ($) | Unearned PSUs (#) | Market/Payout Value PSUs ($) |
|---|---|---|---|---|---|---|
| Dec 31, 2023 | 52,569 | $4,777,471 | 36,373 | $3,305,578 | — | — |
| Dec 31, 2024 | 61,? see footnote breakdown | $1,459,365 (2024 RSUs); $6,066,833 (2023 RSUs); $2,921,873 (2022 RSUs); $473,799 (2021 RSUs ) | 90,932 (2023 PSUs) | $11,904,817 (PSUs payout value) | 39,061 (2024 PSUs) | $5,113,866 (PSUs payout value) |
Notes: 2024 table provides award-level breakdown: 2021 RSUs 3,619 ($473,799); 2022 RSUs 22,318 ($2,921,873); 2023 RSUs 46,340 ($6,066,833); 2024 RSUs 11,147 ($1,459,365); 2023 PSUs 90,932 ($11,904,817); 2024 PSUs 39,061 ($5,113,866); values based on $130.92 closing price at 12/31/2024 .
Upcoming Vesting Schedule (select awards)
| Award Year | Instrument | Scheduled Vesting | Shares (approximate per proxy footnotes) |
|---|---|---|---|
| 2021 | RSU | Mar 31, 2025 | 3,619 |
| 2022 | PRSU | Jan 1, 2025 | 17,741 |
| 2022 | RSU | Mar 15, 2025 | 4,577 |
| 2023 | PRSU | Jan 1, 2026 | 33,881 (reflects 181.3% modifier) |
| 2023 | RSU | Mar 15, 2025 and Mar 15, 2026 | 6,230; 6,229 |
| 2023 | PSU | Jan 1, 2026 | Assumes maximum at 250% performance modifier |
| 2024 | RSU | Mar 15, 2025; Mar 15, 2026; Mar 15, 2027 | 3,716; 3,715; 3,716 |
| 2024 | PRSU | Jan 1, 2027 | Vests based on performance; PRSU/PSU shares shown in awards table |
| 2024 | PSU | Jan 1, 2027 | Vests based on TSR; PRSU/PSU shares shown in awards table |
Employment Terms
- 2021 offer letter: guaranteed minimum annualized total compensation of $3,500,000 for 2021 (base salary $500,000, minimum full‑year cash bonus $700,000, equity‑based award $2,300,000), plus “make‑whole” equity: 19,350 RSUs (vest 3/31/2022), 16,672 RSUs (3/31/2023), 4,270 PRSUs (1/1/2024), 4,948 RSUs (3/31/2024), 3,619 RSUs (3/31/2025); restrictive covenants include nondisclosure, noncompetition, nonsolicitation .
- Ongoing terms: bonuses at company discretion; covenants of nondisclosure, noncompetition, and nonsolicitation remain in effect .
- Clawback: Omnibus Clawback Policy (effective Oct 2, 2023) per Exchange Act Rule 10D‑1; recovery of incentive-based compensation for restatements, regardless of misconduct; broader discretionary clawback possible .
- Hedging/pledging: prohibited .
- Stock ownership guidelines: CFO 3x base salary; compliance by Dec 2029; counting rules as above .
Severance and Change‑in‑Control Economics (estimated values at proxy measurement dates)
| Category | 12/31/2023 Estimate | 12/31/2024 Estimate |
|---|---|---|
| Termination without Cause – Salary Continuation ($) | $600,000 | $600,000 |
| Termination without Cause – Benefits Continuation ($) | $36,748 | $39,252 |
| Termination without Cause – Payment in respect of Bonus ($) | $2,000,000 | $3,600,000 |
| Termination without Cause – Value of Equity Awards ($) | RSUs: $3,308,941; PRSUs: $1,802,484; PSUs: $1,101,859 | RSUs: $4,163,518; PRSUs: $5,279,785; PSUs: $3,663,142 |
| Termination without Cause – Total ($) | $8,850,032 | $17,345,697 |
| Change in Control – Value of Equity Awards ($) | RSUs: $3,308,941; PRSUs: $5,467,523; PSUs: $3,305,578 | RSUs: $4,163,518; PRSUs: $8,217,717; PSUs: $6,227,472 |
| Change in Control – Total ($) | $12,082,042 | $18,608,707 |
Methodology note: Payment in respect of bonus is based on highest (or average, depending on executive) annual bonus in the prior two years plus pro rata for the year of termination; equity treatment includes vesting/acceleration terms per plan and agreements (see footnotes in proxy) .
Investment Implications
- Alignment: High variable pay mix with multi‑year PRSUs/PSUs, stock ownership guidelines (3x salary for CFO), and a robust clawback create strong linkage to sustained results and TSR; hedging/pledging prohibited reduces misalignment risk .
- Retention and supply overhang: Material unvested PRSUs/PSUs and RSUs through 2027 indicate continued retention hooks; watch scheduled vest dates (e.g., 1/1/2026 PRSUs; 3/15 annual RSU tranches) for potential Form 4 selling pressure post‑settlement .
- Pay-for-performance: Discretionary but formula‑informed bonus pool tied to constant currency revenue growth, plus demonstrated PRSU outperformance modifiers (129.2% for 2022; 181.3% for 2023) highlight execution strength; monitor whether targets tighten and whether modifiers normalize as growth decelerates .
- Change‑in‑control economics: Equity acceleration under CiC is meaningful; severance cash components are moderate relative to equity; in M&A scenarios, anticipate significant equity vesting value realization .
- Ownership: Beneficial ownership remains <1% with direct holdings modest; alignment therefore relies primarily on unvested awards and guidelines compliance by 2029 .