Steven Berns
Tradeweb MarketsAbout Steven Berns
Independent director since April 2020; age 60. Chair of the Audit and Risk Committee and designated “audit committee financial expert.” Currently Chief Financial and Administrative Officer at FLYR (technology services for airline/hospitality) since February 2025. Prior roles include COO/CFO at TripleLift (2020–2022), CFO at GTT Communications (2020), CFO/COO at Shutterstock (2015–2019), EVP/CFO at Tribune Media (2013–2015), EVP/CFO at Revlon (2009–2013), and CFO of Tradeweb’s predecessor TWM LLC; earlier senior finance roles at Interpublic Group and Revlon. Education: B.S. Business & Economics (Lehigh University); Executive MBA in Finance (NYU Stern). “Other current public company boards: None.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FLYR | Chief Financial and Administrative Officer | Feb 2025–present | Finance leadership, systems/admin oversight |
| TripleLift | Chief Operating Officer & Chief Financial Officer | May 2020–Dec 2022 | Operator/CFO of ad tech platform |
| GTT Communications | Chief Financial Officer | Apr 2020–Dec 2020 | CFO; note GTT filed for voluntary Chapter 11 in Oct 2021 (10 months after his resignation) |
| Shutterstock | CFO; COO; Co-COO | 2015–2019 (various) | Finance and operations at public digital media company |
| Tribune Media Company | EVP & CFO | 2013–2015 | Corporate finance leadership |
| Revlon, Inc. | EVP & CFO | 2009–2013 | Corporate finance leadership |
| TWM LLC (Tradeweb predecessor) | Chief Financial Officer | Prior to IPO | Predecessor entity CFO |
| MDC Partners, Inc. | President, CFO & Director | Prior years | Executive/board leadership |
| Interpublic Group; Revlon | Senior finance roles | Prior years | Finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | — | — | None |
| Forum Merger Corp I–IV | Director (prior) | Prior years | SPAC board service |
| LivePerson, Inc. | Director (prior) | Prior years | Public company board service |
| Shutterstock, Inc. | Director (prior) | Prior years | Public company board service |
Board Governance
- Independence: Board affirmatively determined Mr. Berns is independent under Nasdaq and SEC rules; Audit and Risk and Compensation Committee independence requirements met .
- Committee roles: Audit and Risk Committee Chair; members include Berns (Chair), Madoff, Repetto, Yared. Compensation Committee (Aigrain – Chair, Ganeles, Madoff). Nominating & Corporate Governance Committee (Madoff – Chair, Aigrain, Opoku) .
- Attendance/engagement: Board met 5 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; Audit and Risk met 8 times, Compensation 6, Nominating 3 .
- Lead Independent Director: Paula B. Madoff; Board operates with independent Chair (Jacques Aigrain) and regular executive sessions without management .
- Controlled company: LSEG/Refinitiv control ~89.8% combined voting power; Tradeweb does not rely on controlled company governance exemptions (maintains majority independent Board and fully independent committees) .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual director cash retainer | $100,000 | Non-Employee Director Compensation Policy (2024) |
| Audit & Risk Chair cash | $30,000 | Committee chair fee (2024 policy) |
| Committee member cash (non-chair) | $15,000 (Audit & Risk); $12,500 (Compensation); $10,000 (Nominating) | Per 2024 policy |
| Lead Independent Director cash | $30,000 | Per 2024 policy |
| Chair of Board cash | $50,000 (2024) | Mix updated in Mar 2025 to $85,000 cash/$115,000 equity (total unchanged) |
| Steven Berns – Fees earned (cash) | $130,000 | FY2024 actual |
Performance Compensation
| Grant Type | Shares/Units | Grant Value | Vesting/Terms |
|---|---|---|---|
| Annual RSUs (directors) | 1,323 | $149,922 | Vests May 10, 2025 (time-based; no performance metrics) |
| Director equity policy | $150,000 annual RSU value (2024); increased to $185,000 in Mar 2025 | — | Annual grant; time-based vesting one year |
Directors receive time-based RSUs only; no PSUs/options for directors disclosed. No performance conditions attached to director RSUs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | LivePerson, Shutterstock; Forum Merger Corp I–IV |
| Interlocks | No compensation committee interlocks; no insider participation disclosed |
Expertise & Qualifications
- Audit committee financial expert; meets Nasdaq financial sophistication requirements .
- Deep financial leadership across public companies; experience in capital markets, corporate finance, and operations (Shutterstock, Tribune, Revlon, TWM LLC) .
- Board skills matrix highlights financial expertise and governance capabilities among directors; Berns serves as Audit & Risk Chair overseeing key risk and reporting areas .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Class A, fully exchanged/converted basis) | 2,843 shares | Includes RSUs vesting within 60 days |
| RSUs included (vested/will vest ≤60 days) | 1,323 shares | Footnote (12) |
| Ownership as % of outstanding | <1% | Marked “*” (less than 1%) |
| Estimated value at 12/31/2024 price | ~$372,000 | 2,843 × $130.92; price per proxy valuation table |
| Pledging/hedging status | Company prohibits hedging/margining/pledging by directors | Policy restrictions |
| Stock ownership guidelines (directors) | 5× annual cash retainer | Compliance required by December 2029 |
Governance Assessment
- Strengths: Independent director; Audit & Risk Committee Chair; designated audit committee financial expert; solid meeting attendance; no current public company board commitments (supports bandwidth); robust governance environment with independent Chair/Lead Independent Director, executive sessions, clawback policy, and prohibition on hedging/pledging .
- Alignment: Director RSU grants and newly adopted 5× ownership guideline for directors (compliance by December 2029) enhance alignment; FY2024 director equity of $150k increasing to $185k in 2025 aligns with peer practices .
- Controlled shareholder context: LSEG/Refinitiv hold ~89.8% combined voting power; Board does not rely on controlled company exemptions and maintains fully independent committees—mitigates governance risk, but control remains a macro factor for minority holders .
- Potential red flags to monitor: Prior CFO role at GTT preceding its October 2021 Chapter 11 (post-resignation) is historical context for risk awareness; no related-party transactions tied to Berns disclosed. Overboarding policy compliance for the Board affirmed in March 2025 .
- Say-on-pay signaling: Strong shareholder support—~98% approval in 2024; frequency moved to annual with ~99% support—indicative of investor confidence in compensation governance .
Overall, Berns’ audit leadership, independence, and financial expertise are positives for board effectiveness; in a controlled-company context, his role overseeing financial reporting, risk management, and related-party transaction review is a key investor-confidence lever .