Scott Zucker
Tradeweb MarketsAbout Scott Zucker
Scott Zucker (age 56) is Tradeweb’s Chief Risk Officer (CRO) since August 2024, after serving as Chief Risk & Administrative Officer (Feb 2020–Aug 2024) and Chief Administrative Officer since the company’s formation; he joined Tradeweb Markets LLC in 2002 as General Counsel. He holds a B.A. from Tufts University and a J.D. from Hofstra University School of Law . Company performance context during his current tenure: FY2024 revenues were $1.7B (+29% YoY) with adjusted EBITDA margin 53.3% (+91 bps YoY) and adjusted net income $695.2M (+29.8% YoY) . The Board highlights direct CRO reporting into risk oversight and cybersecurity, with periodic reports to the Board and Audit & Risk Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tradeweb Markets Inc. | Chief Risk Officer | Aug 2024–present | Leads enterprise risk; Board and Audit & Risk Committee receive periodic CRO reports for cybersecurity and risk oversight |
| Tradeweb Markets Inc. | Chief Risk & Administrative Officer | Feb 2020–Aug 2024 | Combined risk management with administrative oversight |
| Tradeweb Markets Inc. (and TWM LLC) | Chief Administrative Officer; General Counsel at TWM LLC | CAO since formation; GC since 2002 | Built legal/compliance foundation post-IPO reorganization; long-tenured executive |
| Willkie Farr & Gallagher LLP (supporting Bloomberg LP) | Corporate Department (legal, regulatory, securities) | 1999–2002 | Provided legal/regulatory support exclusively to Bloomberg LP |
| Robinson, Silverman, Pearce, Aronsohn and Berman LLP | Corporate Department | 1996–1999 | Specialized in corporate and securities matters |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external board or public company roles disclosed for Zucker |
Fixed Compensation
- Zucker is not a Named Executive Officer (NEO) in FY2024; individual base salary and bonus amounts for him are not disclosed in the latest proxy. Tradeweb emphasizes a pay-for-performance design, with stock ownership guidelines adopted for senior management in 2024 .
- Company hedging/margining/pledging prohibitions apply to officers and directors .
Performance Compensation
| Incentive Type | Metric | Weighting | Target Framework | Payout Modifier | Vesting |
|---|---|---|---|---|---|
| PRSUs (performance-based RSUs) | 3-year CAGR in constant currency Revenue | 50% | Targets set by Compensation Committee; rigorous vs budget | 0–250% of target based on achievement | Cliff vest after 3-year performance period; requires continuous service |
| PRSUs | 3-year CAGR in constant currency Adjusted EBITDA | 50% | Targets set by Compensation Committee; rigorous vs budget | 0–250% of target based on achievement | Cliff vest after 3-year performance period; requires continuous service |
| PSUs (TSR-based) | Cumulative absolute TSR | n/a | Threshold 15% (50%), Target 30% (100%), Max ≥50% (250%) | 0–250% based on TSR | Cliff vest on Jan 1 of the third calendar year from grant; payout based on highest 20-day average in last year |
| RSUs (time-based) | Time-based service | n/a | n/a | n/a | Vest one-third annually over three years |
Notes:
- Dividend equivalents on unearned awards are not paid until vesting .
- Clawback policy adopted Oct 2, 2023 per Exchange Act Rule 10D-1, applying to executive officers for incentive compensation upon material restatements .
Equity Ownership & Alignment
| Policy/Item | Detail | Zucker-specific |
|---|---|---|
| Stock ownership guidelines | Adopted in 2024 for senior management and directors to enhance alignment; details referenced in CD&A | Individual compliance status for Zucker not disclosed |
| Hedging/pledging | Officers and directors prohibited from hedging, margining, pledging, short-selling, or trading options in company stock; preclearance required for trades | Applies to Zucker as an officer |
| Beneficial ownership | Proxy reports directors and NEOs; Zucker not listed, so specific share counts not provided | Not disclosed |
Employment Terms
| Provision | Executives (other than CEO) | Change-in-Control (CIC) Treatment |
|---|---|---|
| Executive Severance Policy | For certain executive officers: 12 months base salary continuation; payment equal to highest annual bonus of prior two years plus pro rata portion for the year of termination; COBRA health coverage reimbursement for one year (subject to release and eligibility) | Policy supersedes notice provisions where applicable; applies broadly to executives other than CEO |
| RSUs | If terminated without cause, death/disability, or retirement: retain and settle on original schedule | On CIC, outstanding RSUs vest; for “Qualified CIC,” paid at time and in same form as consideration to stockholders |
| PRSUs | Upon termination: pro-rated portion retained based on days worked in vesting period at target pending finalization | On CIC, PRSUs outstanding become fully vested (subject to target assumptions if performance not finalized) |
| PSUs | For executives other than CEO: upon termination (without cause, death/disability, retirement), retain pro-rated PSUs at target based on days worked; settle on original date | On CIC, PSUs fully vest with TSR modifier determined by CIC per-share price; “Qualified CIC” accelerates payment timing/form |
Other governance protections:
- Repricing of underwater options prohibited without stockholder approval .
- No excise tax gross-ups; CEO subject to “best net” 280G cutback .
- Controlled company status under Nasdaq with majority of voting power held by Refinitiv/LSEG; Board currently not using exemptions .
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($USD Billions) | $1.3B (+12.6% YoY; +12.2% constant currency) | $1.7B (+29.0% YoY) |
| Adjusted EBITDA Margin (%) | 52.4% (+49 bps YoY) | 53.3% (+91 bps YoY) |
| Adjusted Net Income ($USD Millions) | $535.5M (+19.0% YoY) | $695.2M (+29.8 YoY) |
| Free Cash Flow ($USD Millions) | $684.3M (+19.5% YoY) | $808.9M (+18.2% YoY) |
Compensation Peer Group and Shareholder Feedback
- Peer group used for benchmarking executive compensation in FY2024 included: Aspen Technology, BGC Group, BILL Holdings, Cboe, FactSet, Fair Isaac, Guidewire, Interactive Brokers, MarketAxess, Morningstar, MSCI, Nasdaq, Q2 Holdings, SEI Investments, Virtu Financial .
- Say-on-pay approval: ~98% support at the 2024 Annual Meeting; Board moved to annual say-on-pay frequency with ~99% support for 1-year cadence .
Investment Implications
- Compensation alignment: Multi-year PRSU/PSU design tied to 3-year financial CAGRs and absolute TSR, plus stock ownership guidelines and clawbacks, supports pay-for-performance and long-term alignment; hedging/pledging bans reduce misalignment risk .
- Vesting and selling pressure: Cliff vesting PRSUs/PSUs with pro-rata retention on termination and full vesting on CIC create potential event-driven supply; however, dividend equivalents only pay on vesting and RSUs vest gradually, smoothing baseline supply .
- Retention risk: Executive severance framework (salary continuation, bonus make-whole, healthcare) and robust equity mix indicate balanced retention incentives for senior executives, likely including the CRO; absence of Zucker-specific pay disclosure limits precision but policy coverage reduces turnover shock .
- Execution track record: Strong FY2024 growth and margin expansion during Zucker’s CRO tenure underscore risk management effectiveness in scaling electronic markets; board risk oversight explicitly integrates CRO reporting, bolstering governance confidence .