01—Abstract
Summary
Summary of the 8-K filed March 7, 2025. Cited figures are marked; the original filing is the authoritative source.
Tradeweb Markets Inc. (Nasdaq: TW) filed this Form 8-K to report two items.
Under Item 5.02, the Board of Directors appointed Rich Repetto as a Class II director effective March 6, 2025, and as a member of the Audit and Risk Committee effective the same date. Refinitiv Parent Limited, identified as the company's controlling stockholder, designated Mr. Repetto under its director designation right in the Stockholders Agreement dated April 8, 2019. He will receive an annual cash retainer of $100,000,a an annual restricted stock unit award valued at $150,000, and a $15,000 cash retainer for Audit and Risk Committee service, all prorated for service days under the company's non-employee director compensation program.
Mr. Repetto brings more than 25 years of experience covering electronic trading and financial technology companies. He was Managing Director and Senior Research Analyst at Piper Sandler Corporation from January 2020 to June 2023, and a Principal at its predecessor, Sandler O'Neill and Partners, from November 2003 to January 2020. He is currently employed by Cornerstone Financial Technology Management and serves on the board and audit committee of Interactive Brokers Group, Inc. The company will also enter into its standard director and officer indemnification agreement with him.
Under Item 7.01, the company furnished a press release dated March 7, 2025 announcing the appointment, which the filing states is furnished rather than filed for Section 18 purposes. The filing contains no financial results, guidance, or operating metrics.
02—Key points
Key Highlights
- Rich Repetto appointed as a Class II director effective March 6, 2025, with a term running to the 2027 annual meeting
- Appointed to the Audit and Risk Committee effective March 6, 2025
- Designated by Refinitiv Parent Limited, the controlling stockholder, under the 2019 Stockholders Agreement
- Compensation: $100,000 annual cash retainer, $150,000 annual RSU award, and $15,000 Audit and Risk Committee retainer, all prorated
- Repetto's background includes Piper Sandler and its predecessor Sandler O'Neill, with more than 25 years covering electronic trading and fintech
- Repetto also serves on the board and audit committee of Interactive Brokers Group, Inc.
- Press release dated March 7, 2025 announced the appointment and is furnished under Item 7.01, not filed
03—Questions
Frequently Asked Questions
Who is the new director and why was he appointed?
Rich Repetto, age 67, was appointed to the Tradeweb Board as a Class II director. The company states he has deep knowledge of its industry and business. He has more than 25 years of experience covering electronic trading and financial technology companies as an equity research analyst.
Who selected Mr. Repetto for the Board?
Refinitiv Parent Limited, identified as the company's controlling stockholder, designated him under its director designation right in Section 2.1 of the Stockholders Agreement dated April 8, 2019.
What compensation will he receive?
He will receive an annual cash retainer of $100,000, an annual restricted stock unit award with a value of $150,000, and a $15,000 cash retainer for serving on the Audit and Risk Committee. All amounts are prorated for days of service under the non-employee director compensation program.
Does Mr. Repetto have any related-party transactions or family ties to management?
The filing states he has no family relationships with any director or executive officer and no transactions requiring disclosure under Item 404(a) of Regulation S-K.
Is the press release about the appointment considered filed with the SEC?
No. The company states that the Item 7.01 information, including Exhibit 99.1 (the March 7, 2025 press release), is furnished and not deemed filed for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into other filings except where expressly stated.
04—Continue