DEF 14A of Virtu Financial, Inc., Apr 26, 2024

DEF 14A of Virtu Financial, Inc.

Filed Apr 26, 2024 · FY20230001104659-24-052953

Open on EDGAR

  1. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth certain information about our directors and executive officers as of the date of this proxy statement.

  2. Directors and Executive Officers

    | Name and Primary Occupation | Director or Officer Since | Age | Independent | Committee Membership | | | | | | | | | Audit | Risk | Compensation | N&CG | | Vincent Viola Founder and Chairman Emeritus | 2015 | 68 | | | | | | | Douglas A. Cifu Chief Executive Officer and Director | 2013 | 58 | | | | | | | Michael T. Viola Chairman of the Board of Directors | 2016 | 37 | | | | | | | William F. Cruger, Jr. Director | 2015 | 65 | | | | | | | Virginia Gambale Director | 2020 | 64 | | | | | | | Joseph J. Grano, Jr. Director | 2017 | 76 | | | | | | | Joanne M. Minieri Director | 2021 | 63 | | | | | | | John D. Nixon Director | 2015 | 68 | | | | | | | Christopher C. Quick Director | 2016 | 66 | | | | | | | David J. Urban Director | 2018 | 60 | | | | | | | Stephen Cavoli Executive Vice President, Markets | 2017 | 55 | | | | | | | Brett Fairclough Co-President and Co-Chief Operating Officer | 2019 | 41 | | | | | | | Sean P. Galvin Executive Vice President and Chief Financial Officer | 2020 | 59 | | | | | | | Joseph Molluso Co-President and Co-Chief Operating Officer | 2020 | 55 | | | | | |

  3. Directors and Executive Officers

    Member Audit Committee Financial Expert

  4. Directors and Executive Officers

    | 2 | 2024 Proxy Statement |

  5. Directors

    Directors Set forth below is a brief biography of each of our directors.

  6. Class I Directors

    Class I Directors The term of the following three Class I directors will expire at the 2025 Annual Meeting.

  7. Class I Directors

    | William F. Cruger, Jr. | Independent Director Age: 65 | Board Committees • Audit • Risk | Director Since 2015 | | BACKGROUND Mr. Cruger became a member of our board of directors in April 2015 and was previously a member of the board of directors of Virtu Financial LLC (“Virtu Financial”), which is a subsidiary of the Company and was the entity through which we conducted our business prior to our initial public offering. From 1982 to 2013, he held a number of senior positions at J.P. Morgan and Co., a global investment bank. Mr. Cruger was Managing Director in the Financial Institutions group from 1996 to 2011, and then served as Vice Chairman of Investment Banking at J.P. Morgan and Co., where he was responsible for key client relationships on a global basis. During this time, he also oversaw the rationalization of the firm’s private equity investments in trading platforms and related ventures at Lab Morgan from 2000 to 2001. Prior to this, Mr. Cruger ran the firm’s investment banking practices in Japan from 1991 to 1996, Latin America from 1989 to 1991, and Emerging Asia from 1984 to 1988. Mr. Cruger currently serves on the board of MarketAxess Holdings Inc., a financial technology company (Nasdaq:MKTX) and M&T Bank Corporation, a bank holding company (NYSE:MTB) (“M&T Bank”), and has previously served on the boards of Archipelago Holdings, Inc., an electronic stock market, CreditTrade, Inc., a fixed income broker and trading platform, Capital IQ, Inc., a financial data and analytics company and People’s United Financial, Inc. (Nasdaq:PBCT) (which was a bank holding company prior to its acquisition by M&T Bank). He has an M.B.A. from Columbia University and a B.A. from Clark University. QUALIFICATIONS Mr. Cruger’s diverse experience in investment banking at a global financial services firm and his extensive experience in financial markets and financial leadership adds significant value to our board of directors. | | | |

  8. Class I Directors

    | Christopher C. Quick | Independent Director Age: 66 | Board Committees • Compensation • N&CG | Director Since 2016 | | BACKGROUND Mr. Quick became a member of our board of directors in April 2016. Mr. Quick has more than 30 years of experience in the securities and financial services industries. He is the former CEO of Banc of America Specialist, Inc., a wholly owned subsidiary of Bank of America Corporation and member firm of the New York Stock Exchange (“NYSE”). He served in this capacity until 2006. He is also a past Vice Chairman of Global Wealth and Investment Management with Bank of America. From 1982 to 2004, he served as Chairman and Chief Executive Officer of floor-based trading firms Q&R Specialist, JJC Specialist and Fleet Specialists where he remained following the firm’s acquisition by Bank of America Corporation. He is a member of the board of directors of Mutual of America, a provider of retirement services and investments and a Trustee of Fairfield University. He is also a former member of the NYSE Board of Directors, the board of directors of KCG Holdings, Inc. (“KCG”), a market making and electronic trading firm which we acquired in 2017, the board of directors of The Alfred E. Smith Memorial Foundation Inc., and the Board of Trustees for the Boys Club of New York. Mr. Quick received a B.S. in Finance from Fairfield University in 1979. QUALIFICATIONS Mr. Quick’s qualifications to serve on our board of directors include his significant experience in the financial services and securities industries, including in the specialist business, and in senior leadership roles and his substantial experience with post-merger and acquisition integration matters. | | | |

  9. Class I Directors

    | 2024 Proxy Statement | 7 |

  10. Class I Directors

    | Vincent Viola | Director Age: 68 | Board Committees None | Director Since 2017 | | BACKGROUND Mr. Viola is our founder and has served as a member and Chairman Emeritus of our board of directors since July 2017. From November 2013 until July 2017, Mr. Viola served as our Executive Chairman and Chairman of our board of directors. He previously served as Chief Executive Officer and Chairman of the board of directors of Virtu and its predecessors since April 2008. Mr. Viola is one of the nation’s foremost leaders in electronic trading. He was the founder of Virtu Financial Operating LLC (“Virtu East”) in 2008, a founder of Madison Tyler Holdings, LLC (“Madison Tyler Holdings”) in 2002 and is the former Chairman of the New York Mercantile Exchange (“NYMEX”), a commodities exchange. Mr. Viola started his career in the financial services industry on the floor of the NYMEX and became Vice Chairman from 1993 to 1996 and Chairman from 2001 to 2004. Mr. Viola has launched a number of successful businesses during his career, including Virtu and Independent Bank Group Inc., a regional banking group in Texas that is now listed on Nasdaq (IBTX). Shortly after September 11, 2001, Mr. Viola was instrumental in founding the Combating Terrorism Center at West Point. Mr. Viola is currently the principal owner and serves as the Chairman and Governor for the Florida Panthers Hockey Club and its parent company, Sunrise Sports & Entertainment LLC. Mr. Viola graduated from the U.S. Military Academy at West Point in 1977. He later graduated from the U.S. Army Airborne, Infantry and Ranger Schools and served in the 101st Airborne Division. In 1983, he graduated from New York Law School. QUALIFICATIONS Mr. Viola’s extensive business experience in the financial services industry provides our board of directors with valuable knowledge and experience in the electronic trading and market making business. In addition, as our founder, Mr. Viola has successfully led Virtu since its inception and provides our board of directors with valuable insight regarding strategic decisions and the future direction of our Company. | | | |

  11. Class II Directors

    Class II Directors The term of the following three Class II directors will expire at the 2026 Annual Meeting.

  12. Class II Directors

    | Douglas A. Cifu | Chief Executive Officer and Director Age: 58 | Board Committees None | Director Since 2013 | | BACKGROUND Mr. Cifu has been our Chief Executive Officer and a member of our board of directors since November 2013. He previously served as Virtu’s President and Chief Operating Officer and has served on its board of directors or the boards of its predecessors since co-founding the firm in April 2008. Prior to co-founding Virtu, Mr. Cifu was a partner at the international law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, where he practiced corporate law from 1990 to 2008 and served as a member of the Management Committee and Deputy Chairman of the firm’s corporate department. Mr. Cifu also previously served on the board of directors of Independent Bank Group, Inc. (Nasdaq:IBTX), a regional bank holding company and the U.S. Chamber of Commerce. Mr. Cifu currently serves as a member of the board of directors of the Board of Visitors of Columbia College at Columbia University. Mr. Cifu also serves as Vice Chairman, Partner and Alternate Governor for the Florida Panthers Hockey Club and its parent company, Sunrise Sports & Entertainment LLC. Mr. Cifu completed his J.D. at Columbia Law School in 1990 and received his B.A. from Columbia University in 1987, from which he graduated magna cum laude. QUALIFICATIONS Mr. Cifu’s extensive experience in global financial markets and market structure, his leadership acumen and his background as a corporate attorney add significant value to our Company and our board of directors. As a co-founder, Mr. Cifu has successfully led Virtu since its inception and provides our board of directors with valuable insight regarding strategic decisions and the future direction of our Company. | | | |

  13. Class II Directors

    | 8 | 2024 Proxy Statement |

  14. Class II Directors

    | Joseph J. Grano, Jr. | Independent Director Age: 76 | Board Committees • Audit • Compensation | Director Since 2017 | | BACKGROUND Mr. Grano, Jr. became a member of our board of directors in October 2017. Mr. Grano has more than 30 years of experience in the securities and financial services industries. Since 2005, Mr. Grano has served as the Principal Partner of the JJG Family Office, which primarily engages in advisory services. From 2001 to 2004, he was Chairman and CEO of UBS Financial Services Inc. (formerly UBS PaineWebber), where he was instrumental in helping to bring about the merger of PaineWebber with UBS in 2000. Prior to joining PaineWebber, he held various senior management positions with Merrill Lynch & Co., a brokerage firm, including Director of National Sales. Mr. Grano previously served as Chairman of the Board of Governors of the National Association of Securities Dealers (NASD) (predecessor to the Financial Industry Regulatory Authority (FINRA)) and was formerly a member of the NASD’s Executive Committee. In addition to his industry experience, Mr. Grano serves as a member of the City University of New York’s Business Leadership Council and President of the Advisory Board of Law Enforcement Against Drugs, and from 2002 until 2005 served as the Chairman of the Homeland Security Advisory Council. He has also previously served as the Vice Chairman of the Queens College Foundation Board of Trustees and has previously sat on the board of directors of the YMCA of Greater New York and on the board of Lenox Hill Hospital, among his other civic and philanthropic endeavors. | | | | | Mr. Grano holds honorary Doctor of Laws degrees from Pepperdine University and Babson College as well as an honorary Doctor of Humane Letters degree from Queens College. In addition to being one of the financial services industry’s leading executives, Mr. Grano is involved in a wide range of educational and philanthropic endeavors. Mr. Grano also served in the U.S. Special Forces (Green Berets). He also won a Tony Award as a producer of the record-setting musical Jersey Boys. Mr. Grano is the author of the book “You Can’t Predict A Hero” which was on Businessweek’s best seller list in 2009. QUALIFICATIONS Mr. Grano’s previous senior leadership roles in the financial securities industry and public company experience provide a valuable insight regarding strategic decisions and add value to our board of directors. | | | |

  15. Class II Directors

    | Joanne M. Minieri | Independent Director Age: 63 | Board Committees • Audit • N&CG | Director Since 2021 | | BACKGROUND Ms. Minieri became a member of our board of directors in April 2021. She has more than 35 years’ experience in senior leadership positions in real estate and financial services, including her current role serving as a Special Advisor to RXR Realty (“RXR”), where she also previously served as Chief Operating Officer of Development and Construction Services and as Senior Executive Vice President and Senior Managing Director from October 2016 until February 2024. Earlier in her career, she served as President and Chief Operating Officer of Forest City Ratner Companies, overseeing billions of dollars of development, and as Deputy County Executive and Commissioner for Suffolk County Economic Development and Planning, as well as in leadership roles in professional accounting, tax and consulting services. Since 2024 she has served as the founder and principal of JONEE 1212, a consulting and advisory firm. Ms. Minieri has served on the board of local government development organizations and currently serves on numerous public and private boards including Trinity Place Holdings, Inc. and the Girl Scouts of Greater NY. She is a Certified Public Accountant and holds a B.B.A. from Hofstra University. QUALIFICATIONS Ms. Minieri’s previous experience in senior leadership positions in financial services and public company experience adds significant value to our board of directors. | | | |

  16. Class II Directors

    | 2024 Proxy Statement | 9 |

  17. Class III Directors

    Class III Directors The term of the following four Class III directors will expire at the Annual Meeting. Messrs. Nixon, Urban and Viola, and Ms. Gambale are the only nominees for election at the Annual Meeting, for a term that will expire at the 2027 annual meeting of stockholders and until each of their successors has been duly elected and qualified.

  18. Class III Directors

    | Virginia Gambale | Independent Director Age: 64 | Board Committees • Risk | Director Since 2020 | | BACKGROUND Ms. Gambale became a member of our board of directors in January 2020. Ms. Gambale is Managing Partner of Azimuth Partners LLC, a technology advisory firm facilitating the growth and adoption of emerging technologies for financial services, consumer and technology companies. Prior to starting Azimuth Partners in 2003, Ms. Gambale was an Investment Partner at investment bank Deutsche Bank Capital and ABS Ventures, a venture capital firm, from 1999 to 2003. Prior to that, Ms. Gambale held the position of Chief Information Officer at Bankers Trust Alex Brown, an investment banking firm, and Merrill Lynch. Ms. Gambale currently serves on the board of FD Technologies plc,(LSE:FDP.L), Nutanix, Inc, (Nasdaq:NTNX), Jamf Holding Corp.,(Nasdaq:JAMF) and serves on the NACD Risk Oversight Advisory Council and the Juilliard School Board of Trustees. She has also served on numerous international public and private boards including JetBlue Airways Corp., an airline company, Piper Jaffray Companies, an investment bank, Regis Corp., a hair salon operator, IQ Financial, a wealth management firm, and technology companies Synchronoss Technologies, Motive, Inc., and Workbrain, among others. Ms. Gambale holds a B.S. from New York Institute of Technology-Old Westbury. QUALIFICATIONS Ms. Gambale’s previous experience in senior leadership positions in finance and technology and previous services on the boards of other public companies adds significant value to our board of directors. | | | |

  19. Class III Directors

    | John D. Nixon | Independent Director Age: 68 | Board Committees • Audit • N&CG | Director Since 2015 | | BACKGROUND Mr. Nixon became a member of our board of directors in May 2015. Mr. Nixon has more than 30 years of international experience in the interdealer broker industry with ICAP plc (“ICAP”) and, previously, with Tullett Prebon. He served as a non-executive director of ICAP from 1998 to 2002 and served as executive director from May 2008 until his retirement in March 2015. Mr. Nixon was a member of ICAP’s Global Executive Management Group from 2003 to 2015 with responsibility during that period for business divisions and strategic acquisitions. He represented the ICAP Americas businesses to the ICAP board, was chairman of the i-Swap business and had been responsible for the implementation of the ICAP Swap Execution Facility. In addition to serving on our board, Mr. Nixon serves as our representative on the board of Eris Innovations Holdings LLC, a financial technology company, as a senior financial services advisor to Temasek USA, a global investment company and as a member of the board of directors of Eastdil Secured, global real estate investment bank, on behalf of Temasek. Mr. Nixon holds a degree in Commerce from Queen’s University, Ontario. QUALIFICATIONS Mr. Nixon’s extensive business experience in the interdealer broker industry as well as his operational and strategic expertise in the financial services industry adds significant value to our board of directors. | | | |

  20. Class III Directors

    | 10 | 2024 Proxy Statement |

  21. Class III Directors

    | David J. Urban | Independent Director Age: 60 | Board Committees • Compensation • Risk | Director Since 2018 | | BACKGROUND Mr. Urban has more than 20 years’ experience in senior leadership positions in business and governmental roles, currently serving as Managing Director to BGR Group, a bi-partisan lobbying, strategic communications and business solutions firm, and Senior Advisor to Gothams, a firm designed to augment emergency management response capabilities, since April 2022 and January 2022, respectively. Previously, from July 2020 to January 2022, he served as Executive Vice President, North American Corporate Affairs at ByteDance, the parent company of TikTok, a leading social network, and from January 2002 to July 2020, as President of the American Continental Group, a leading bi-partisan government affairs and strategic consulting firm which provided consulting services to diverse organizations including those across the financial services and technology sectors. Mr. Urban previously served as the Chief of Staff for a U.S. Senator, a lawyer in private practice and as an officer in the U.S. Army’s 101st Airborne Division where he was awarded the Bronze Star. Mr. Urban is a member of the National Association of Corporate Directors and serves as a board member at SubCom, a communications systems and services company and the Johnny Mac Soldiers Fund. Mr. Urban holds a B.S. from the United States Military Academy at West Point, a J.D. from the Beasley School of Law, Temple University, an M.P.A. from the Fels Institute of Government, University of Pennsylvania, a Certificate in Leading Sustainable Corporations from the Saide Business School, University of Oxford, and a Certificate in Geopolitical Analysis from Stratfor/Florida Atlantic University. QUALIFICATIONS Mr. Urban’s governmental relations experience and his previous industry leadership service adds significant value to our board of directors. | | | |

  22. Class III Directors

    | Michael T. Viola | Director Age: 37 | Board Committees • N&CG • Risk | Director Since 2016 | | BACKGROUND Mr. Viola became a member of our board of directors in April 2016 and was appointed Chairman in April 2023. Mr. Viola previously served the Company in a variety of roles since 2011, most recently as a senior trader focused on foreign exchange products and global commodities. Since 2016, Mr. Viola has served as the President of the Viola family’s private investment office, located in New York City. In addition, Mr. Viola is a member of the board of directors of Independent Bank Group, Inc., a bank holding company, (Nasdaq:IBTX), which he joined in February 2013, as well as several other private companies and non-profit organizations. Mr. Viola holds a B.S. in Finance from Pepperdine University. QUALIFICATIONS Mr. Viola’s significant experience in electronic market making and his experience as the director of another public company adds significant value to our board of directors. | | | |

  23. Class III Directors

    | 2024 Proxy Statement | 11 |

  24. Family Relationships of Directors and Executive Officers

    Family Relationships of Directors and Executive Officers Other than our Chairman, Michael T. Viola, who is the son of Vincent Viola, our Founder and Chairman Emeritus, none of the current directors or officers, or nominees for director, is related to any other officer or director of the Company or to any nominee for director.

  25. Family Relationships of Directors and Executive Officers

    | 14 | 2024 Proxy Statement |

  26. Compensation Program Objectives

    retain and motivate executives with the skill and knowledge that we require, and to ensure the stability of our management team, which is vital to the success of our business. Key features of our compensation policies and practices that aim to drive performance and align our named executive officers with stockholder interests are highlighted below: • Pay for performance. A portion of the compensation program for named executive officers is designed to encourage our executives to remain focused on both our short- and long-term operational success and to reward outstanding individual performance. • Align incentives with stockholders. Our executive compensation program is designed to focus our named executive officers on our key strategic, financial and operational goals that will translate into long term value creation for our stockholders. • Limited perquisites. We provide limited, reasonable perquisites that we believe are consistent with our overall compensation philosophy. • No IRC Section 280G or 409A tax gross ups. We do not provide tax gross ups under our change in control provisions or deferred compensation programs.

  27. Committee’s Compensation Consultant

    Committee’s Compensation Consultant The Compensation Committee has previously engaged an independent compensation consultant, F.W. Cook (the “Committee’s consultant”), to assist it in carrying out its responsibilities. The Committee’s consultant has previously provided the Compensation Committee with guidance to consider when making the compensation decisions for the Chief Executive Officer and when considering the recommendations made with respect to the other named executive officers. The Compensation Committee has the sole authority to retain or terminate consultants to assist it in the evaluation of director, chief executive officer and other executive compensation. The Compensation Committee has the sole authority to determine the terms of engagement and the extent of funding necessary for payment of compensation to any consultant retained to advise the Compensation Committee. The Committee’s consultant provided services to the Compensation Committee in fiscal year 2022 in connection with the amendment and restatement of the employment agreement with Mr. Cifu.

  28. Committee’s Compensation Consultant

    | 24 | 2024 Proxy Statement |

  29. Elements of Compensation for 2023 and Why We Chose to Pay Each Element

    | Compensation Element | Brief Description | Objectives | | Base Salary | Fixed compensation. | Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives. | | Annual Cash Bonus | Variable, performance-based cash compensation earned based on financial and individual performance. | Retain and motivate executives to achieve or exceed financial goals and Company objectives. | | Annual Equity Awards | Equity and equity-based compensation that is subject to vesting based on (i) continued employment, and (ii) for certain named executive officers, achievement of pre-established financial and operational goals. | The mix of equity and equity-based awards with time-based vesting assists in retention of key talent while also rewarding executives for exceptional performance. | | Employee Benefits and Perquisites | Participation in all broad-based employee health and welfare programs and retirement plans. | Aid in retention of key executives in a highly competitive market for talent by providing an overall competitive benefits package. |

  30. Elements of Compensation for 2023 and Why We Chose to Pay Each Element

    Consistent with and in promotion of the compensation program objectives detailed above, a significant percentage of total compensation is allocated to performance incentives in order to motivate the named executive officers to achieve the business goals set by the Company and reward the officers for achieving such goals. There is no pre-established policy or target for allocating compensation between short- or long-term compensation, between cash and non-cash compensation, among different forms of non-cash compensation, or among named executive officers. Rather, we look at a named executive officer’s goals and responsibilities to determine the appropriate level and mix of incentive compensation. Base Salary. We provide our named executive officers with a base salary to compensate them for services rendered during the fiscal year. This process also enables us to attract and retain an appropriate caliber of talent for the position and to provide a base level of monthly income that is not subject to any performance risk. We conduct a review of base salaries annually, and during such review we generally consider each named executive officer’s past performance, the scope of the role and responsibilities of the named executive officer within the Company and the performance of the Company as a whole. We also review the named executive officer’s compensation relative to that of our other executive officers and to the market for executive officers of similar expertise and experience. The base salaries for Messrs. Cifu, Cavoli, Fairclough, Molluso and Galvin were not increased during fiscal year 2023. Variable Incentive Compensation. We award variable incentive compensation to reward performance achievements with a time horizon of one year or less. We provide this opportunity to attract and retain an appropriate caliber of talent for the position and to motivate executives to achieve our annual business goals. We review variable incentive compensation awards annually to determine award payments for the last completed fiscal year, as well as to establish award opportunities for the current fiscal year. To determine the actual amount of variable incentive compensation for each named executive officer, the Compensation Committee reviews quantitative and qualitative criteria. With respect to both types of criteria, attainment of any specific level of performance or specific qualitative goal does not determine the amount of the bonus, except as discussed below regarding Messrs. Cifu’s, Molluso’s, Fairclough’s and Cavoli’s annual bonus. Other than as set forth below with respect to Messrs. Cifu’s, Molluso’s Fairclough’s and Cavoli’s annual bonus, no pre-determined single performance metric is disproportionately weighted in making the determination of a named executive officer’s variable incentive compensation payout, which provides discretion to our Compensation Committee

  31. Elements of Compensation for 2023 and Why We Chose to Pay Each Element

    to adjust the actual amount paid in respect of variable incentive compensation to reward financial performance and individual performance in the context of our growing and dynamic business. The amount of the variable incentive compensation award can be paid in a mixture of cash and/or equity. For each of Messrs. Cifu, Molluso, Fairclough and Cavoli, 50% of his 2023 variable incentive compensation was paid in cash and 50% was paid in equity-based compensation, with 30% paid in the form of restricted stock units that vest ratably over a three-year period and 20% paid in fully vested common stock, subject to any voluntary deferrals (see “Employee Benefits and Perquisites” on page 27 of this proxy statement). For Mr. Galvin, 67% of his 2023 variable incentive compensation was paid in cash and 33% was paid in equity-based compensation, with 20% paid in the form of restricted stock units that vest ratably over a three-year period and 13% paid in fully vested common stock. We use awards of fully vested common stock and restricted stock units as a long-term incentive vehicle because it aligns the interests of executives with those of stockholders, supports a pay for performance culture, fosters employee stock ownership, and focuses the management team on increasing value for the stockholders and on the Company’s long-term performance. In fiscal year 2023, in accordance with the terms of his employment agreement, Mr. Cifu was eligible to earn an annual bonus with a target bonus opportunity equal to $3,000,000 and a maximum bonus opportunity equal to $6,000,000. 50% of the annual bonus was based on the achievement of select quantitative goals as determined by the board of directors and the Compensation Committee and 50% of the annual bonus was based on the achievement of qualitative goals and metrics, including debt and capital structure management, select strategic initiatives, headquarters consolidation, technology integration goals and people and community measures. For fiscal year 2023, the threshold to earn the target performance-based portion of the annual bonus was achievement of budgeted daily adjusted net trading income (“ANTI”), cumulative ANTI, adjusted EBITDA and cumulative EBITDA with a multi-year lookback. These target amounts were established based on the market environment during the year as measured by total market volumes, implied and realized volatility and certain other market and opportunity metrics. Based on the actual market environment applicable to the Company’s businesses, target daily ANTI was approximately $4.5 million and target adjusted EBITDA was approximately $546 million. As a result of the Company’s actual performance of $4.7 million of daily ANTI and $569 million of adjusted EBITDA, Mr. Cifu earned 85% (i.e., $2,550,000) of the maximum performance-based portion of his annual bonus. Additionally, based on the achievement of the aforementioned qualitative goals, the Compensation Committee determined that Mr. Cifu earned 105% (i.e., $1,575,000) of the target qualitative portion of his annual bonus. The amounts paid to Messrs. Molluso, Fairclough, and Cavoli were also determined in accordance with the terms of their respective employment agreements, which provide for a target bonus opportunity equal to $2,000,000 and a maximum bonus opportunity equal to $3,000,000. 50% of the annual bonus was based on the achievement of select quantitative goals based on the Company’s ANTI and adjusted EBITDA as compared to budgeted amounts in fiscal year 2023 and 50% of the annual bonus was based on the achievement of qualitative goals and metrics determined with the Chief Executive Officer. For fiscal year 2023, the threshold to earn the target performance-based portion of the annual bonus was achievement of budgeted ANTI, specified growth initiatives and adjusted EBITDA. These target amounts were established as ranges dependent on the market environment during the year as measured by total market volumes, implied and realized volatility and certain other market and opportunity metrics. Based on the actual market environment applicable to the Company’s businesses, target daily ANTI was approximately $4.5 million, with approximately $0.75 million of ANTI generated from specified growth initiatives and target adjusted EBITDA was approximately $546 million. As a result of the Company’s actual performance of $4.7 million of daily ANTI, including $0.55 million of ANTI generated from specified growth initiatives, and $569 million of adjusted EBITDA, each of Messrs. Molluso and Fairclough earned 94%% (i.e., $940,000) of the target performance-based portion of his annual bonus, and the CEO together with the Compensation Committee, determined that each executive earned 96% (i.e., $960,000) of the qualitative portion of his annual bonus. Additionally, as a result of the foregoing factors as well as the Company’s generation of $14.2 million of total ANTI from other growth initiatives, Mr. Cavoli earned 85% (i.e., $850,000) of the target performance-based portion of his annual bonus, and the CEO, together with the Compensation Committee, determined that Mr. Cavoli earned 90% (i.e., $900,000) of the qualitative portion of his annual bonus. Mr. Galvin’s variable incentive compensation was determined by the Chief Executive Officer and the Compensation Committee based on the Company’s financial performance as well as various other objectives and metrics.

  32. Elements of Compensation for 2023 and Why We Chose to Pay Each Element

    | Name | Cash | Restricted Stock Units | Common Stock | Total 2023 Variable Incentive Compensation | | Douglas A. Cifu | $2,062,500 | $1,237,500 | $825,000 | $4,125,000 | | Joseph Molluso | $950,000 | $570,000 | $380,000 | $1,900,000 | | Brett Fairclough | $950,000 | $570,000 | $380,000 | $1,900,000 | | Stephen Cavoli | $875,000 | $525,000 | $350,000 | $1,750,000 | | Sean P. Galvin | $450,000 | $135,000 | $90,000 | $675,000 |

  33. Annual Equity Awards

    Annual Equity Awards

  34. CEO Equity Awards

    CEO Equity Awards In fiscal year 2023, in accordance with the terms of his employment agreement, Mr. Cifu received a grant of 150,000 restricted stock units that are earned based on the percentage of budgeted adjusted EBITDA achieved in fiscal year 2023: 100% of the shares are earned if 65% of budgeted adjusted EBITDA is achieved and the Compensation Committee has discretion to determine the percentage of shares earned if less than 65% of budgeted adjusted EBITDA is achieved. For fiscal year 2023, our budgeted adjusted EBITDA target was determined based on the market environment during the year. Based on the actual market environment applicable to the Company’s businesses, target adjusted EBITDA was $546 million, and we achieved approximately 104% of such range. Accordingly, all of the restricted stock units granted to Mr. Cifu in fiscal year 2023 were earned, with half of the shares vesting as of January 31, 2024, and the remainder to vest as of January 31, 2025.

  35. Other Executive Equity Awards

    Other Executive Equity Awards In fiscal year 2023, in accordance with the terms of each of their employment agreements, Messrs. Cavoli, Fairclough and Molluso each received a grant of 75,000 restricted stock units that are earned based on the percentage of budgeted adjusted EBITDA achieved in fiscal year 2023: 100% of the shares are earned if 65% of budgeted adjusted EBITDA is achieved and the Compensation Committee has discretion to determine the percentage of shares earned if less than 65% of budgeted adjusted EBITDA is achieved. For fiscal year 2023, our budgeted adjusted EBITDA target was determined based on the market environment during the year. Based on the actual market environment applicable to the Company’s businesses, target adjusted EBITDA was $546 million, and we achieved approximately 104% of such range. Accordingly, all of the restricted stock units granted to Messrs. Cavoli, Fairclough and Molluso in fiscal year 2023 were earned, with half of the shares vesting as of January 31, 2024, and the remainder to vest as of January 31, 2025. The Compensation Committee believes these awards incentivize our executives to achieve key financial goals of the Company and aligns their long-term interests with those of our stockholders.

  36. Severance Protection

    Severance Protection We have previously entered into employment agreements with Messrs. Cifu, Molluso, Fairclough, and Cavoli that provide for certain severance payments and benefits in the event that such named executive officer’s employment is terminated under specified conditions. In addition, the vesting of a portion of each of these named executive officer’s equity award or awards accelerates in connection with qualifying terminations of employment. We believe that these severance benefits are appropriate to remain competitive in our executive retention efforts, recognizing that such benefits are commonly offered by employers competing for similar executive talent. See “Potential Payments upon Termination of Employment or Change in Control” for additional information.

  37. Taxation of Executive Compensation

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Douglas A. Cifu Chief Executive Officer | 2023 | $1,200,000 | $1,031,250 | $4,974,000(2) | $1,031,250(3) | $15,365(4) | $8,251,865 | | | 2022 | $1,150,000 | $1,250,000 | $7,889,500(2) | $1,250,000(3) | $512,761(4) | $12,052,261 | | | 2021 | $1,000,000 | $500,000 | $6,590,500(2) | $2,000,000(3) | $16,761(4) | $10,107,261 | | Joseph Molluso Co-President and Co-Chief Operating Officer | 2023 | $600,000 | $475,000 | $2,405,750(2) | $475,000(3) | $— | $3,955,750 | | | 2022 | $508,333 | $562,500 | $2,293,500(2) | $562,500(3) | $— | $3,926,500 | | | 2021 | $500,000 | $250,000 | $2,418,500(2) | $1,000,000(3) | $— | $4,168,500 | | Brett Fairclough Co-President and Co-Chief Operating Officer | 2023 | $600,000 | $475,000 | $2,405,750(2) | $475,000(3) | $383,814(5) | $4,339,564 | | | 2022 | $508,333 | $562,500 | $2,059,500(2) | $562,500(3) | $— | $3,692,833 | | | 2021 | $500,000 | $250,000 | $2,184,500(2) | $1,000,000(3) | $— | $3,934,500 | | Stephen Cavoli Executive Vice President, Markets | 2023 | $600,000 | $437,500 | $2,330,750(2) | $437,500(3) | $— | $3,805,750 | | | 2022 | $508,333 | $562,000 | $2,059,500(2) | $562,500(3) | $— | $3,692,833 | | | 2021 | $500,000 | $250,000 | $2,184,500(2) | $1,000,000(3) | $— | $3,934,500 | | Sean P. Galvin Chief Financial Officer | 2023 | $300,000 | $450,023 | $224,978(2) | $— | $— | $975,000 | | | 2022 | $300,000 | $480,000 | $1,716,350(2) | $— | $— | $2,496,350 | | | 2021 | $300,000 | $540,000 | $505,345(2) | $— | $— | $1,200,000 |

  38. Taxation of Executive Compensation

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(3) | Average Summary Compensation Table Total for non-CEO Named Executive Officers(2) | Average Compensation Actually Paid to non-CEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On:(5) | | Net Income | Adjusted EBITDA (Company – Selected Measure)(7) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(6) | | | | 2023 | 8,251,865 | 9,129,803 | 3,269,016 | 3,564,802 | $132.35 | $191.92 | $263,921 | $567,767 | | 2022 | 12,052,261 | 8,565,816 | 3,452,212 | 1,959,138 | $133.33 | $154.67 | $468,332 | $859,123 | | 2021 | 10,107,261 | 14,939,149 | 3,309,375 | 3,033,721 | $188.33 | $167.66 | $827,234 | $1,301,233 | | 2020 | 12,263,795 | 10,840,019 | 4,152,733 | 5,679,546 | $164.42 | $130.03 | $1,120,913 | $1,648,049 |

  39. Relationship Between “Compensation Actually Paid” and Performance

    Relationship Between “Compensation Actually Paid” and Performance The charts that follow depict the relationship of “compensation actually paid” (“CAP”) to our CEO and other NEOs to (i) the TSR of the Company and its peer group (as described in Footnote 6 above), (ii) the Company’s net income, and (iii) the Company’s annual Adjusted EBITDA: CAP versus Total Shareholder Return The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s TSR. This is primarily due to the Company’s use of annual and long-term equity incentives, the value of which are tied directly to stock price performance and the Company’s financial performance. CAP versus Annual Net Income The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s Net Income. This is primarily due to the Company’s use of quantitative financial performance metrics in determining annual bonus compensation of its named executive officers.

  40. Relationship Between “Compensation Actually Paid” and Performance

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  41. Relationship Between “Compensation Actually Paid” and Performance

    CAP versus Annual Adjusted EBITDA The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s Adjusted EBITDA. This is primarily due to the Company’s use of quantitative financial performance metrics in determining annual bonus compensation of its named executive officers.

  42. Relationship Between “Compensation Actually Paid” and Performance

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  43. Relationship Between “Compensation Actually Paid” and Performance

    Most Important Financial Performance Measures The following provides a list of the financial performance measures that we believe are the most important financial performance measures used to link the compensation awarded to our named executive officers to the Company’s performance. For more information, please see the “Executive Compensation — Compensation Discussion and Analysis” section above. 1. Annual Adjusted EBITDA 2. Adjusted Net Trading Income 3. Adjusted Net Trading Income from Growth Initiatives 4. Adjusted Operating Expenses

  44. Estimated Payments Upon Termination of Employment or Change in Control

    Estimated Payments Upon Termination of Employment or Change in Control Assuming each named executive officer’s termination of employment occurred on December 31, 2023, or a change in control occurred on December 31, 2023, the dollar value of the payments and other benefits to be provided to each of the named executive officers are estimated in the table below.

  45. Estimated Payments Upon Termination of Employment or Change in Control

    | Name | Death, Disability, Termination Without Cause or for Good Reason ($) | Death, Disability, Termination Without Cause or for Good Reason 60 Days Prior to or 24 Months Following a Change in Control ($) | Non-Renewal by the Company ($) | Non-Renewal by the Company 60 Days Prior to or 24 Months Following a Change in Control ($) | Resignation without Good Reason | | Douglas A. Cifu | | | | | | | Severance | 5,621,918(1) | 16,749,315(2) | 5,621,918(1) | 16,749,315(2) | — | | Restricted Stock | 6,078,000(3) | 6,078,000(3) | 6,078,000(3) | 6,078,000(3) | — | | Stock Options | — | — | — | — | — | | Joseph Molluso | | | | | | | Severance | 1,573,767(4) | 7,474,726(5) | 1,573,767(4) | 7,474,726(5) | — | | Restricted Stock | 3,039,000(6) | 3,039,000(6) | 3,039,000(6) | 3,039,000(6) | — | | Stock Options | — | — | — | — | — | | Brett Fairclough | | | | | | | Severance | 2,132,260(7) | 7,598,836(8) | 2,132,260(7) | 7,598,836(8) | — | | Restricted Stock | 3,039,000(9) | 3,039,000(9) | 3,039,000(9) | 3,039,000(9) | — | | Stock Options | — | — | — | — | — | | Stephen Cavoli | | | | | | | Severance | 1,457,260(10) | 7,448,836(11) | 1,457,260(10) | 7,448,836(11) | — | | Restricted Stock | 3,039,000(12) | 3,039,000(12) | 3,039,000(12) | 3,039,000(12) | — | | Stock Options | — | — | — | — | — | | Sean P. Galvin | | | | | | | Severance | — | — | — | — | — | | Restricted Stock | — | — | — | — | — | | Stock Options | — | — | — | — | — |

  46. Estimated Payments Upon Termination of Employment or Change in Control

    (1) Represents a cash severance payment of an amount equal to the greater of (i) base salary and continued health, dental, vision and life insurance benefits through the remainder of applicable employment term and (ii)12 months of base salary health, dental, vision and life insurance benefits. (2) Represents a cash severance payment of an amount equal to (i) 2.5 times the sum of (a) executive’s base salary and (b) the most recently awarded annual bonus (which was $5,000,000) and (ii) continued health, dental, vision and life insurance benefits for twenty-four months. (3) Represents the value of (i) accelerated vesting of a pro rata portion of all of the shares underlying his then-current annual equity grant based on shares earned, which was 150,000, and (ii) a grant of 150,000 shares of Class A common stock. (4) Represents a cash severance payment of an amount equal to base salary continuation and continued health, dental, vision and life insurance benefits through the remainder of the employment term (i.e., April 30, 2026). (5) Represents a cash severance payment of an amount equal to (i) 2.5 times the sum of (a) executive’s base salary and (b) the most recently awarded annual bonus (which was $2,250,000) and (ii) continued health, dental, vision and life insurance benefits for twenty-four months. (6) Represents the value of (i) accelerated vesting of a pro rata portion of all of the shares underlying his special equity award, which is 75,000, and (ii) a grant of 75,000 shares of Class A common stock. Represents a cash severance payment of an amount equal to base salary continuation and continued health, dental, vision and life insurance benefits through the remainder of the employment term (i.e., February 26, 2027).

  47. Estimated Payments Upon Termination of Employment or Change in Control

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  48. Estimated Payments Upon Termination of Employment or Change in Control

    Represents a cash severance payment of an amount equal to (i) 2.5 times the sum of (a) executive’s base salary and (b) the most recently awarded annual bonus (which was $2,250,000) and (ii) continued health, dental, vision and life insurance benefits through the remainder of the employment term (i.e., February 26, 2027). (9) Represents the value of (i) accelerated vesting of a pro rata portion of all of the shares underlying his special equity award, which is 75,000, and (ii) a grant of 75,000 shares of Class A common stock. (10) Represents a cash severance payment of an amount equal to base salary continuation and continued health, dental, vision and life insurance benefits through the remainder of the employment term (i.e., February 26, 2026). (11) Represents a cash severance payment of an amount equal to (i) 2.5 times the sum of (a) executive’s base salary and (b) the most recently awarded annual bonus (which was $2,250,000) and (ii) continued health, dental, vision and life insurance benefits through the remainder of the employment term (i.e., February 26, 2026). Represents the value of (i) accelerated vesting of a pro rata portion of all of the shares underlying his special equity award, which is 75,000, and (ii) a grant of 75,000 shares of Class A common stock.

  49. Estimated Payments Upon Termination of Employment or Change in Control

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  50. Estimated Payments Upon Termination of Employment or Change in Control

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our Chief Executive Officer, Mr. Douglas A. Cifu, and the annual total compensation of our median employee. For the year ended December 31, 2023: • The median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was approximately $255,000; • The annual total compensation of our Chief Executive Officer was $8,251,865 (as disclosed in the Summary Compensation Table herein); and • Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median employee was 32 to 1. To determine the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer), we identified our total employee population as of December 31, 2023, which consisted of approximately 972 individuals, all of which were fulltime employees. We determined the median based on each employee’s annual base pay as of December 31, 2023, plus the variable incentive compensation award they received in 2024 for the 2023 performance year. Variable incentive compensation consisted of cash bonuses and/or the fair value of stock awards granted under the Virtu Financial, Inc. Amended and Restated Management Incentive Plan and the Investment Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (which was assumed in connection with the ITG Acquisition) at the grant date. The annual total compensation of the median employee presented above is a reasonable estimate calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Hedging Policy The Company’s Securities Trading Policy discourages speculative hedging transactions, but permits directors, officers and employees of the Company to enter into long-term (six-month or longer) hedging transactions relating to shares of common stock or stock options of the Company, subject to pre-clearance pursuant to the Securities Trading Policy. Clawback Policy The SEC adopted final rules in October 2022 to implement Section 954 of the Dodd-Frank Act, which mandates national securities exchanges and associations to establish listing standards requiring all listed companies to adopt and comply with compensation recovery (clawback) policies for incentive-based compensation received by current and former executive officers based on financial statements that are subsequently restated, and to disclose their clawback policies in accordance with SEC rules. On February 22, 2023, Nasdaq proposed its clawback listing standards that generally align with the SEC’s adopted clawback rules and require listed companies to file clawback-related disclosure in applicable SEC filings. In light of Nasdaq’s adoption of its clawback listing standards, we adopted a new clawback policy, filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, that complies with the new SEC and Nasdaq listing standards, and provides that the Company shall recover certain incentive-based compensation of our current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement.

  51. Estimated Payments Upon Termination of Employment or Change in Control

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  52. Estimated Payments Upon Termination of Employment or Change in Control

    Compensation of Directors The compensation payable to our non-employee directors consisted of the following during the year ended December 31, 2023: • an award of restricted stock units valued at $150,000 at the time of grant upon reelection at each subsequent annual meeting of stockholders. The restricted stock units vest on the one-year anniversary of the date of grant; • an annual cash retainer of $100,000, with no additional fees paid for board of director and committee meetings attended; • an annual cash retainer of $150,000 for the non-executive chairman of the board of directors, $40,000 for the chair of the Audit Committee, $30,000 for the chair of the Compensation Committee, $30,000 for the chair of the Nominating and Corporate Governance Committee and $30,000 for the chair of the Risk Committee; and • an annual cash retainer of $20,000 for members of the Audit Committee, $15,000 for members of the Compensation Committee, $15,000 for members of the Nominating and Corporate Governance Committee, and $15,000 for members of the Risk Committee. After four years of service, non-employee directors must maintain a minimum stock ownership equal to $225,000. The following table sets forth compensation earned by our directors during the year ended December 31, 2023.

  53. Estimated Payments Upon Termination of Employment or Change in Control

    | Name | Fees Earned or Paid in Cash ($)(1) | Equity Award(s)(2)(3) | All Other Compensation ($) | Total ($) | | Douglas A. Cifu | — | — | | — | | William F. Cruger, Jr | 155,000 | 150,000 | — | 305,000 | | Virginia Gambale | 130,000 | 150,000 | — | 280,000 | | Joseph J. Grano, Jr. | 135,000 | 150,000 | — | 285,000 | | Robert Greifeld(4) | 84,000 | — | — | 84,000 | | Joanne M. Minieri | 135,000 | 150,000 | — | 285,000 | | John D. Nixon | 185,000 | 150,000 | — | 335,000 | | Christopher C. Quick | 145,000 | 150,000 | — | 295,000 | | David Urban | 130,000 | 150,000 | — | 280,000 | | Michael T. Viola | 250,417 | 150,000 | — | 400,417 | | Vincent Viola(5) | — | — | — | — |

  54. Estimated Payments Upon Termination of Employment or Change in Control

    (1) The amounts reported in this column represent the fees allocable to fiscal year 2023. (2) The amounts reported in this column represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to the grant of restricted stock units. Assumptions used in calculating these amounts are described in Note 18 of the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (3) As of December 31, 2023, Mmes. Gambale and Minieri, and Messrs. Cruger, Grano, Nixon, Quick, Urban, and Michael Viola each held 8,760 unvested restricted stock units of the Company. In addition, as of December 31, 2023, Vincent Viola held 693,750 stock options of the Company, all of which were vested and exercisable. For outstanding equity awards held by Mr. Cifu, please see “Outstanding Equity Awards at End of Fiscal Year 2023” above. (4) Mr. Greifeld served as a director and our Chairman until April 19, 2023. Mr. Vincent Viola does not receive any compensation for serving on the board of directors.

  55. Estimated Payments Upon Termination of Employment or Change in Control

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  56. Estimated Payments Upon Termination of Employment or Change in Control

    Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder ratification of the appointment of PricewaterhouseCoopers LLP is not required by law. If the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider the appointment. Even if the stockholders ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Virtu and its stockholders. Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting, will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

  57. Consideration of Stockholder Recommended Director Nominees

    Consideration of Stockholder Recommended Director Nominees Our Nominating and Corporate Governance Committee will consider director nominee recommendations submitted by our stockholders. Stockholders who wish to recommend a director nominee must submit their suggestions in the manner set forth in our bylaws as described above to our principal executive offices at Virtu Financial, Inc., 1633 Broadway, New York, New York 10019, Attn: Secretary. As required by our bylaws, stockholders should include the name, biographical information and other relevant information relating to the recommended director nominee, including, among other things, information that would be required to be included in the proxy statement filed in accordance with applicable rules under the Exchange Act and the written consent of the director nominee to be named as a nominee and to serve as a director if elected, among other requirements set forth in our bylaws. Evaluation of any such recommendations is the responsibility of the Nominating and Corporate Governance Committee. In the event of any stockholder recommendations, the Nominating and Corporate Governance Committee will evaluate the persons recommended in the same manner as other candidates.

  58. Consideration of Stockholder Recommended Director Nominees

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