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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
Virtu Financial, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Notice of Annual Meeting of Stockholders
Notice is hereby given that the 2022 annual meeting of stockholders (the “Annual Meeting”) of Virtu Financial, Inc., a Delaware corporation (the “Company”, “Virtu” or “we”), will be held on Thursday, June 2, 2022, at 9:00 a.m. (Eastern Time). The Annual Meeting will be held in a virtual meeting format only. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/VIRT2022. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.
We are holding the meeting for the following purposes:
1.
To elect three directors to our board of directors, each to serve as a Class I director for a term of three years expiring at the annual meeting of stockholders to be held in 2025 and until such director’s successor has been duly elected and qualified;
2.
To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement;
3.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
4.
To approve an amendment to the Virtu Financial, Inc. Amended and Restated 2015 Management Incentive Plan to increase the number of shares authorized for issuance thereunder; and
5.
To transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Only stockholders of record as of the close of business on April 7, 2022 (the “Record Date”) will be entitled to attend or vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be available on the bottom panel of your screen during the meeting after entering the 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials).
To make it easy to vote, Internet and telephone voting are available. The instructions for voting are on the proxy card.
If you hold your shares through a bank, broker or other holder of record, please follow the voting instructions you received from the holder of record.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote your shares as soon as possible. Please mark, sign, date and return the accompanying proxy card or voting instruction form in the postage paid envelope or instruct us by telephone or via the Internet as to how you would like your shares voted. Instructions are included on the proxy card and voting instruction form.
By Order of the Board of Directors
/s/ Robert Greifeld
Robert Greifeld
Chairman
New York, New York
April 22, 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 2, 2022: Virtu’s Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are also available at https://materials.proxyvote.com/.

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Table of Contents
PROXY STATEMENT SUMMARY 1
PROPOSAL 1: ELECTION OF DIRECTORS 4
CORPORATE GOVERNANCE 13
PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS 21
EXECUTIVE COMPENSATION 22
22
22
39
40
42
INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 43
45
AUDIT COMMITTEE REPORT 54
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 55
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 58
BOARD DIVERSITY 63
DELINQUENT SECTION 16(A) REPORTS 64
ADDITIONAL INFORMATION 65
GENERAL INFORMATION 67
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Proxy Statement Summary
Virtu Financial, Inc.
1633 Broadway
New York, New York 10019
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding the Company’s 2021 fiscal year performance, please review the Company’s 2021 Annual Report on Form 10-K (the “2021 Annual Report”). This proxy statement also includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.
DATE:
Thursday, June 2, 2022
LOCATION
OF ANNUAL
MEETING:
Virtual Annual Meeting accessible at
www.virtualshareholdermeeting.com/VIRT2022
TIME:
9:00 AM (Eastern Time)
Voting Matters
Items of Business
Board
Recommendation
1
To elect three directors to our board of directors, each to serve as a Class I director for a term of three years expiring at the annual meeting of stockholders to be held in 2025 and until such director’s successor has been duly elected and qualified.
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each Nominee
2
To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement.
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3
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
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4
To approve an amendment to the Virtu Financial, Inc. Amended and Restated 2015 Management Incentive Plan to increase the number of shares authorized for issuance thereunder.
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How to Vote
You may vote using any of the following methods:
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INTERNET
TELEPHONE
MAIL
VIRTUAL ANNUAL MEETING
Visit www.proxyvote.com to vote via the Internet.
Call toll-free 1-800-690-6903 in the United States or from foreign countries from any touch-tone telephone and follow the instructions.
Follow the instructions in your proxy materials.
All stockholders as of the close of business on the Record Date can vote electronically at the virtual Annual Meeting.
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Proxy Statement Summary
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.
Director or
Officer
Since
Committee Membership
Name and Primary Occupation
Age
Independent
Audit
Risk
Compensation
N&CG
Vincent Viola
Founder and Chairman Emeritus
2015
66
Douglas A. Cifu
Chief Executive Officer and Director
2013
56
Robert Greifeld
Chairman of the Board of Directors
2017
64
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William F. Cruger, Jr.
Director
2015
63
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Virginia Gambale
Director
2020
62
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Joseph J. Grano, Jr.
Director
2017
74
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Joanne M. Minieri
Director
2021
61
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John D. Nixon
Director
2015
66
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Christopher C. Quick
Director
2016
64
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David J. Urban
Director
2018
58
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Michael T. Viola
Director
2016
35
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Stephen Cavoli
Executive Vice President, Markets
2017
53
Brett Fairclough
Co-President and
Co-Chief Operating Officer
2019
39
Sean P. Galvin
Executive Vice President and
Chief Financial Officer
2020
57
Joseph Molluso
Co-President and
Co-Chief Operating Officer
2020
53
[MISSING IMAGE: ic_member-pn.jpg] Member     [MISSING IMAGE: ic_chairfin-pn.jpg] Audit Committee Financial Expert
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Proxy Statement Summary
Board Composition
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Governance Highlights
WHAT WE DO
WHAT WE DON’T DO
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Pay for performance: A portion of the compensation program for named executive officers is designed to encourage the executives to remain focused on both our short-term and long-term operational success and to reward outstanding individual performance.
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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.
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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.
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Limited perquisites: We provide limited, reasonable perquisites that we believe are consistent with our overall compensation philosophy.
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Independent Governance: Our board of directors is chaired by an independent director and although we are not required to have fully independent Compensation and Nominating and Corporate Governance Committees, our Compensation Committee is fully independent.
 
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Proposal 1: Election of Directors
At the Annual Meeting, stockholders will vote to elect the three nominees named in this proxy statement as Class I directors. Each of the Class I directors elected at the Annual Meeting will hold office until the 2025 annual meeting of stockholders and until his or her successor has been duly elected and qualified. Our board of directors has nominated William F. Cruger, Jr., Christopher C. Quick, and Vincent Viola to serve as Class I directors for terms expiring at the 2025 annual meeting of stockholders and until each of their successors has been duly elected and qualified. The persons named as proxies will vote to elect Messrs. Cruger, Quick, and Vincent Viola unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.
In the event that any nominee for Class I director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. All the nominees are currently serving as directors, and we do not expect that the nominees will be unavailable or will decline to serve.
Vote Required
For the election of directors, each director must be elected by a plurality of the votes cast. This means that the three nominees receiving the largest number of “FOR” votes will be elected as directors.
Our board of directors recommends that you vote FOR each of
the nominees for our board of directors in this proposal 1.
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Proposal 1: Election of Directors
Directors
Set forth below is a brief biography of each of our directors.
Class I Directors
The term of the following three Class I directors will expire at the Annual Meeting. Messrs. Cruger, Quick, and Vincent Viola are the only nominees for election at the Annual Meeting, for a term that will expire at the 2025 annual meeting of stockholders and until each of their successors has been duly elected and qualified.
William F. Cruger, Jr.
Independent Director
Age: 63
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. (NASDAQ:MKTX) and M&T Bank Corporation (NYSE:MTB) (“M&T Bank”), and has previously served on the boards of Archipelago Holdings, Inc., CreditTrade, Inc., Capital IQ, Inc, and People’s United Financial, Inc. (NASDAQ:PBCT) (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.
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Proposal 1: Election of Directors
Christopher C. Quick
Independent Director
Age: 64
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 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 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”), 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.
Vincent
Viola
Director
Age: 66
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”). 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.
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Proposal 1: Election of Directors
Class II Directors
The term of the following four Class II directors will expire at the 2023 Annual Meeting.
Douglas A.
Cifu
Chief Executive Officer and Director
Age: 56
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. Mr. Cifu currently serves as a member of the board of directors of the U.S. Chamber of Commerce, as well as 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.
Joseph J. Grano, Jr.
Independent Director
Age: 74
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., 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.
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Proposal 1: Election of Directors
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.
Robert
Greifeld
Independent Director
Age: 64
Board Committees

Compensation

N&CG
Director Since
2017
BACKGROUND
Mr. Greifeld became a member and the Chairman of our board of directors in July 2017. Mr. Greifeld is a co-founder of Ordinal Ventures, LLC (f/k/a North Island Ventures, LLC), currently the CEO and Chairman of Cornerstone Investment Capital Holdings Co., Managing Partner and Co-Founder at Cornerstone Investment Capital, a financial technology investment firm, a position he has held since September 2018, and a Board Member at Capital Rock, Financeware LLC, and Hudson Executive Investment Capital. He previously served as Chairman of the board of directors of The Nasdaq Stock Market LLC (“NASDAQ”) from January 2017 until May 2017 and as Chief Executive Officer of NASDAQ from 2003 to 2017. During his tenure, Mr. Greifeld led Nasdaq through a series of complex, innovative acquisitions that extended the company’s footprint from a single U.S. equity exchange to a global exchange and technology solutions provider and grew market capitalization over 20 times. Prior to joining NASDAQ, Mr. Greifeld was an Executive Vice President with SunGard Data Systems and, prior to joining SunGard, was President at Automated Securities Clearance. Mr. Greifeld founded and chairs the USA Track & Field Foundation, which supports emerging athletes and inner-city youth athletics. Mr. Greifeld is a member of the NYU Stern Board of Overseers and a CNBC Contributor. Mr. Greifeld holds a Master’s in Business from New York University, Stern School of Business, and a B.A. in English from Iona College.
QUALIFICATIONS
Mr. Greifeld’s previous industry leadership service adds significant value to our board of directors.
Joanne M. Minieri
Independent Director
Age: 61
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 serving as Deputy County Executive and Commissioner for Suffolk County Economic Development and Planning, President and Chief Operating Officer of Forest City Ratner Companies, as well as leadership roles in professional accounting, tax and consulting services. Since October 2016, she has served in various roles at RXR Realty (“RXR”), a private real estate group specializing in investment management, development, design, construction, leasing, financing and property management. She currently serves as Senior Executive Vice President and Chief Operating Officer of RXR Development Services and RXR Constructions Services. 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. She is a Certified Public Accountant and holds a BSBA 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.
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Proposal 1: Election of Directors
Class III Directors
The term of the following four Class III directors will expire at the 2024 Annual Meeting.
Virginia Gambale
Independent Director
Age: 62
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 Deutsche Bank Capital and ABS Ventures from 1999 to 2003. Prior to that, Ms. Gambale held the position of Chief Information Officer at Bankers Trust Alex Brown and Merrill Lynch. Ms. Gambale currently serves on the board of First Derivatives plc (LSE:FDP.L), Regis Corp. (NYSE:RGS), Nutanix, Inc. (NASDAQ:NTNX), Jamf Holding Corp. (NASDAQ:JAMF) and serves on the NACD Risk Oversight Advisory Council. She has also served on numerous international public and private boards including JetBlue Airways Corp., Piper Jaffray Companies, Synchronoss Technologies, Motive, Inc., Workbrain and IQ Financial, 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.
John D.
Nixon
Independent Director
Age: 66
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 Exchange Holdings, LLC, as a senior financial services advisor to Temasek USA and as a member of the board of directors of Eastdil Secured 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.
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Proposal 1: Election of Directors
David J.
Urban
Independent Director
Age: 58
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 Stratolaunch and SubCom. 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.
Michael T. Viola
Director
Age: 35
Board Committees

N&CG

Risk
Director Since
2016
BACKGROUND
Mr. Viola became a member of our board of directors in April 2016. 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. (NASDAQ:IBTX), which he joined in February 2013, as well as iAero Group, Crowheart Energy LLC, Madava Financial LLC, the Viola Foundation, and the USA Track & Field Foundation. 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.
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Proposal 1: Election of Directors
Executive Officers
Set forth below is a brief biography of each of our executive officers.
Stephen
Cavoli
Executive Vice President, Markets
Age: 53
Officer Since
2017
BACKGROUND
Mr. Cavoli has been our Executive Vice President, Markets since December 2017, and previously served as our Senior Vice President, Strategy and Market Development since September 2015. Prior to joining Virtu, Mr. Cavoli was a Managing Director at Morgan Stanley in the electronic trading group, where he served in various roles from April 2004 to September 2015. Mr. Cavoli previously held positions at Instinet where he focused on U.S. equities trading and execution. Mr. Cavoli graduated from the U.S. Military Academy at West Point in 1992 and has served as an Infantry Officer in the United States Army.
Brett Fairclough
Co-President and Co-Chief Operating Officer
Age: 39
Officer Since
2019
BACKGROUND
Mr. Fairclough was appointed our Co-President and Co-Chief Operating Officer in May 2020. Mr. Fairclough has been an employee of the Company and its predecessors since 2007, previously serving as the Company’s Executive Vice President, Chief Operating Officer and Global Head of Business Development in 2019, as well as Managing Director of Asia Pacific and Chief Executive Officer of Virtu Singapore Pte. Ltd., the Company’s Singapore-based subsidiary, since 2014. Prior to that, he served as Chief Compliance Officer of the Company’s broker-dealer subsidiaries. He has also worked closely with exchanges and other industry participants to foster the growth and development of securities markets globally. Mr. Fairclough received a B.A. from the University of California at Los Angeles.
Joseph Molluso
Co-President and Co-Chief Operating Officer
Age: 53
Officer Since
2020
BACKGROUND
Mr. Molluso was appointed our Co-President and Co-Chief Operating Officer in May 2020. Mr. Molluso joined Virtu in November 2013 as Chief Financial Officer. After a brief departure in September 2019 to serve as Chief Financial Officer of Capitolis, Mr. Molluso rejoined Virtu in 2020. Prior to joining Virtu, Mr. Molluso was a Managing Director in Investment Banking at J.P. Morgan from March 2006 to November 2013, where he provided strategic advice to financial institutions with a focus on market structure related companies. Mr. Molluso started his career as an investment banker specializing in financial services companies in 1997 at Donaldson, Lufkin & Jenrette and its successor, Credit Suisse, where he helped establish the global financial technology group. Mr. Molluso received his M.B.A. from New York University in 1997 and his B.B.A. from Pace University in 1991.
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Proposal 1: Election of Directors
Sean P.
Galvin
Executive Vice President and Chief Financial Officer
Age: 57
Officer Since
2020
BACKGROUND
Mr. Galvin was appointed our Executive Vice President and Chief Financial Officer in August 2020. Mr. Galvin has more than 30 years of experience in the accounting and financial services fields. Previously, he served as the Chief Accounting Officer of BGC Partners, Inc. from September 2018 to August 2020. He also served in various roles at KCG which was later acquired by the Company in July 2017, from 2000 until May 2018. Prior to joining KCG in 2000, Mr. Galvin was a Vice President at Donaldson, Lufkin & Jenrette and a Senior Tax Manager at PricewaterhouseCoopers LLP. Mr. Galvin earned a M.S. in Taxation from Fordham University as well as a B.S. in Accounting and Information Systems with a minor in Economics from Queens College, CUNY. Mr. Galvin is a Certified Public Accountant.
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Corporate Governance
Board Composition
Our board of directors consists of 11 directors. In accordance with our amended and restated certificate of incorporation and bylaws, the number of directors on our board of directors will be determined from time to time by the board of directors but shall neither be fewer than three persons nor more than 20 persons.
Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies and newly created directorships on the board of directors may be filled at any time by the remaining directors. In addition, at any point prior to the occurrence of the time at which TJMT Holdings LLC (the “Founder Member”), an affiliate of Mr. Vincent Viola, our founder and Chairman Emeritus, or any of its affiliates or permitted transferees, no longer beneficially own shares representing 25% of our issued and outstanding common stock (the “Triggering Event”), vacancies on the board of directors may also be filled by the affirmative vote of a majority of our outstanding shares of common stock.
Until the Triggering Event occurs, any director may be removed with or without cause by the affirmative vote of a majority of our outstanding shares of common stock. Thereafter, directors may be removed only for cause by the affirmative vote of at least 75% of our outstanding shares of common stock. At any meeting of the board of directors, except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.
Our amended and restated certificate of incorporation provides that the board of directors is divided into three classes of directors, with staggered three-year terms, with the classes to be as nearly equal in number as possible. As a result, approximately one third of the board of directors will be elected each year.
Controlled Company Status
The Founder Member currently controls more than 50% of our combined voting power, and as a result, we are considered a “controlled company” for the purposes of NASDAQ rules and corporate governance standards. As a “controlled company,” we are permitted and may from time to time elect (and have elected) not to comply with certain NASDAQ corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish Compensation and Nominating and Corporate Governance Committees each composed entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors is determined or recommended to the board of directors by the independent members of the board of directors.
Director Independence
Our board of directors has determined that Mmes. Gambale and Minieri, and Messrs. Cruger, Grano, Greifeld, Nixon, Quick and Urban are each “independent directors”, as such term is defined by the applicable rules and regulations of NASDAQ.
Family Relationships of Directors and Executive Officers
Other than 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.
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Corporate Governance
Board of Directors Leadership Structure
We currently separate the roles of chairman of the board of directors and chief executive officer. Mr. Greifeld serves as Chairman of our board of directors. This structure enables the board of directors to effectively exercise its role in oversight of Virtu while allowing our Chief Executive Officer to focus on the management of the day-to-day conduct of our business. The board of directors may review and change its leadership structure in the future.
Board of Directors Role in Risk Oversight
It is the duty of our board of directors to serve as a prudent fiduciary for stockholders and to oversee the management of our Company.
Our Audit Committee, under powers delegated to it by our board of directors, is responsible for discussing with management the major financial, legal, compliance and other significant risks of the Company. Our Audit Committee works directly with members of senior management and our internal audit team to review and assess (i) the adequacy of the Company’s internal controls, including significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, and management’s response, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. In addition, the Audit Committee meets as appropriate (i) as a committee to discuss our risk management policies and exposures, and (ii) with our independent auditors to review our internal control environment and potential significant risk exposures.
Our Risk Committee, under powers delegated to it by our board of directors, is responsible for overseeing areas of risk that are not the primary responsibility of another committee of our board of directors or retained for oversight of the full board of directors, including (i) cybersecurity, information security and information technology risk, (ii) trading, capital and liquidity risk, and (iii) enterprise risk.
Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation programs and employee benefit plans. In fulfilling its duties, the Compensation Committee reviews at least annually our executive compensation programs, meets regularly with management to understand the financial, human resources and stockholder implications of compensation decisions and reports as appropriate to our board of directors.
The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks relating to our corporate governance structure and director selection process.
Our board of directors as a whole also engages in the oversight of risk in various ways. It sets goals and standards for our employees, officers and directors. During the course of each year, our board of directors reviews the structure and operation of various of our departments and functions. In these reviews, our board of directors discusses with management material risks affecting those departments and functions and management’s approach to mitigating those risks. Our board of directors also reviews and approves management’s operating plans and any risks that could affect the results of those operating plans. In its review and approval of Annual Reports on Form 10-K (including any amendments thereto), our board of directors reviews our business and related risks, including as described in the “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the reports. The Audit Committee reviews these risks quarterly in connection with the preparation of Quarterly Reports on Form 10-Q.
When our board of directors reviews particular transactions and initiatives that require its approval, or that otherwise merit its involvement, it generally includes related analysis and risk mitigation plans among the matters addressed with senior management. The day-to-day identification and management of risk is the responsibility of our management. As the market environment, industry practices, regulatory requirements and our business evolve, we expect that senior management, and our board of directors will respond with appropriate risk mitigation strategies and oversight.
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Corporate Governance
Board and Committee Meetings; Annual Meeting Attendance
During the year ended December 31, 2021:

the board of directors held four meetings and acted by written consent seven times;

the Audit Committee held seven meetings and did not act by written consent;

the Risk Committee held four meetings and did not act by written consent;

the Nominating and Corporate Governance Committee held four meetings and did not act by written consent; and

the Compensation Committee held two meetings and acted by written consent two times.
In the year ended December 31, 2021, no member of our board of directors attended fewer than 75% of the aggregate of: (i) the total number of meetings of the board of directors (held during the period for which he or she has been a director), and (ii) the number of meetings held by all committees of the board of directors (during the periods that he or she served on such committees).
According to our Corporate Governance Guidelines, our directors are expected to attend the annual meeting of stockholders, meetings of the board of directors and meetings of committees on which they serve and to spend the time needed, and meet as frequently as necessary, to properly discharge their responsibilities. Six of our directors attended our 2021 annual meeting of stockholders. Directors are expected to review meeting materials prior to board of director and committee meetings and, when possible, should communicate in advance of meetings any questions or concerns that they wish to discuss so that management will be prepared to address the same. Each director’s attendance at, and preparation for, board of director meetings and meetings of committees on which they serve shall be considered by the Nominating and Corporate Governance Committee when recommending director nominees.
Board Committees
Our board of directors has four standing committees: the Audit Committee, the Risk Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Under the rules of NASDAQ, the membership of the Audit Committee is required to consist entirely of independent directors. As a controlled company (see “Controlled Company Status” on page 13 of this proxy statement), we are not required to have fully independent Compensation and Nominating and Corporate Governance Committees, although our Compensation Committee is fully independent. The following is a brief description of our committees.
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Corporate Governance
AUDIT
COMMITTEE
Members
William F. Cruger, Jr.
Joseph J. Grano, Jr.
Joanne M. Minieri
John D. Nixon
Number of Meetings
Held in 2021: 7
The Audit Committee’s responsibilities include:
We have a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Audit Committee assists the board of directors in monitoring the audit of our financial statements, our independent auditors’ qualifications and independence, the performance of our audit function and independent auditors, and our compliance with legal and regulatory requirements. Our Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to the Audit Committee. Our Audit Committee also reviews and approves related party transactions as required by the rules of NASDAQ. Our board of directors has adopted a written charter for the Audit Committee, which is available on our corporate website at ir.virtu.com/corporate governance/default.aspx.
Ms. Minieri, and Messrs. Cruger, Grano and Nixon are the members of our Audit Committee. The board of directors has determined that Mr. Cruger qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and that Mr. Cruger thereby meets the applicable financial sophistication requirement of the Nasdaq listed company rules. The board of directors has also determined that each of Ms. Minieri, and Messrs. Cruger, Grano and Nixon is “independent” for purposes of Rule 10A 3 of the Exchange Act and under the listing standards of NASDAQ. The designation of “audit committee financial expert” does not impose on Mr. Cruger any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our board of directors.
There were four regular meetings and three special meetings of the Audit Committee held during 2021.
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Corporate Governance
RISK
COMMITTEE
Members
William F. Cruger, Jr.
Virginia Gambale
David Urban
Michael T. Viola
Number of Meetings
Held in 2021: 4
The Risk Committee’s responsibilities include:
Our Risk Committee was established in 2017 and assists our board of directors in its oversight of the Company’s risk management activities, with particular focus on (i) cybersecurity, information security and information technology risk, (ii) trading, capital and liquidity risk, and (iii) enterprise risk. Our Risk Committee also oversees and receives reports from the Company’s Chief Risk Officer on the Company’s risk assessment and risk management activities and may conduct or oversee stress testing or scenario testing. Our board of directors has adopted a written charter for the Risk Committee, which is available on our corporate website at ir.virtu.com/corporate governance/default.aspx.
Ms. Gambale, and Messrs. Cruger, Urban and Michael Viola are the members of our Risk Committee. Our Risk Committee is not required to be fully independent, although if our Risk Committee becomes subject to any such independence requirement in the future, we will adjust the composition of the Risk Committee accordingly in order to comply with such requirement. Mr. Michael Viola is not independent.
There were four regular meetings of the Risk Committee held during 2021.
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Corporate Governance
COMPENSATION
COMMITTEE
Members
Robert Greifeld
Joseph J. Grano, Jr.
Christopher C. Quick
David Urban
Number of Meetings
Held in 2021: 2
The Compensation Committee’s responsibilities include:
Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our directors and employees and is responsible for approving the compensation of our Chief Executive Officer and other executive officers. Our Chief Executive Officer annually reviews the performance of each of the other executive officers relative to individual and corporate annual performance goals established for the year. The Chief Executive Officer then presents his compensation recommendations based on these reviews to the Compensation Committee. Once the Compensation Committee has reviewed and evaluated executive performance, recommendations are made to the board of directors for approval. The board of directors subsequently approved 2021 director and executive compensation arrangements based on the Compensation Committee’s recommendations, the recommendations of the Compensation Committee’s compensation consultant (described below) and the collective judgment of the directors. Our board of directors has adopted a written charter for the Compensation Committee, which is available on our corporate website at ir.virtu.com/corporategovernance/default.aspx.
Pursuant to the written charter of the Compensation Committee, the Compensation Committee may form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of the Company’s corporate governance guidelines and the rules and regulations of NASDAQ, including any applicable “controlled company” exemption. Additionally, pursuant to its written charter, the Compensation Committee has the sole authority to retain and terminate a compensation consultant and to approve the consultant’s fees and all other terms of the engagement.
Our Compensation Committee also administers the issuance of awards under the Virtu Financial, Inc. Amended and Restated 2015 Management Incentive Plan (as amended from time to time, the “2015 Plan”).
Messrs. Greifeld, Grano, Quick and Urban are the members of our Compensation Committee. Because we are a “controlled company” under the rules of NASDAQ (see “Controlled Company Status” on page 13 of this proxy statement), our Compensation Committee is not required to be fully independent, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of the Compensation Committee to the extent necessary in order to comply with such rules.
There were two regular meetings of the Compensation Committee held during 2021.
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Corporate Governance
NOMINATING AND
CORPORATE
GOVERNANCE
COMMITTEE
Members
Robert Greifeld
Joanne M. Minieri
John D. Nixon
Christopher C. Quick
Michael T. Viola
Number of Meetings
Held in 2021: 4
The Nominating and Corporate Governance Committee’s responsibilities include:
Our Nominating and Corporate Governance Committee selects or recommends that the board of directors select candidates for election to our board of directors, develops and recommends to the board of directors corporate governance guidelines that are applicable to us and oversees board of director and management evaluations. In addition, our Nominating and Corporate Governance Committee recommends to our board of directors for approval director nominees, consistent with our director qualifications criteria and any obligations under certain contractual arrangements. Our board of directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website at ir.virtu.com/corporate governance/default.aspx.
Ms. Minieri, and Messrs. Greifeld, Nixon, Quick and Michael Viola are the members of our Nominating and Corporate Governance Committee. Because we are a “controlled company” under the rules of NASDAQ (see “Controlled Company Status” on page 13 of this proxy statement), our Nominating and Corporate Governance Committee is not required to be fully independent, although if such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of the Nominating and Corporate Governance Committee accordingly in order to comply with such rules. Mr. Michael Viola is not independent.
There were four regular meetings of the Nominating and Corporate Governance Committee held during 2021.
Policy Regarding Director Nominations
Our Nominating and Corporate Governance Committee utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers or stockholders and/or engage a search firm. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Nominating and Corporate Governance Committee evaluates all factors that it deems appropriate, including the number of current directors, as well as the qualifications set forth in our Corporate Governance Guidelines, including the highest personal and professional ethics, integrity, high performance standards and history of achievements, and ability to provide wise and thoughtful counsel on a broad range of issues. It also considers specific characteristics and expertise that it believes will enhance the diversity of knowledge, expertise, background and personal characteristics of our board of directors. Specifically, the Nominating and Corporate Governance Committee charter provides that, in performing its responsibilities for identifying, recruiting and recommending candidates to the board of directors, the Nominating and Corporate Governance Committee shall actively seek to include in each candidate search qualified candidates who reflect diverse backgrounds, including diversity of gender, race and ethnicity.
The Nominating and Corporate Governance Committee may engage a third party to conduct or assist with this evaluation. Ultimately, the Nominating and Corporate Governance Committee seeks to recommend to the board of directors those nominees whose specific qualities, experience and expertise will augment the current board of directors’ composition and whose past experience evidences that they will: (1) dedicate sufficient time, energy and attention to ensure the diligent performance of board duties; (2) comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and in our bylaws; (3) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations organized in Delaware; and (4) adhere to our code of conduct and ethics.
In its discretion, the Nominating and Corporate Governance Committee will also consider recommendations of qualified nominees by stockholders by evaluating the same factors as described above.
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Corporate Governance
In addition to the board process described above, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must meet certain deadlines established by our bylaws and provide certain information required by our bylaws. For a description of the process for nominating directors in accordance with our bylaws, see “Additional Information” on page 65 of this proxy statement.
Communication with the Board of Directors
Any stockholder or other interested parties who would like to communicate with our board of directors, the independent directors as a group or any specific member or members of our board of directors should send such communications to the attention of our Secretary at Virtu Financial, Inc., 1633 Broadway, New York, New York 10019. Communications should contain instructions on which member or members of the board of directors the communication is intended for, if applicable. In general, such communication will be forwarded to the intended recipients. However, the Secretary may, in his discretion, decline to forward any communications that are abusive, threatening or otherwise inappropriate.
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2021, no member of the Compensation Committee was one of our officers or employees. None of our executive officers serves on the Compensation Committee or board of directors of any other company of which any of the members of our Compensation Committee or any of our directors is an executive officer.
Code of Conduct and Ethics
We have adopted a code of conduct and ethics applicable to our employees, officers and directors. A copy of that code is available on our corporate website at ir.virtu.com/corporate governance/default.aspx. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.
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Proposal 2: Advisory Vote to Approve Compensation of Named Executive Officers
In accordance with the requirements of Section 14A of the Exchange Act and Exchange Act Rule 14a 21(a), we are including in this proxy statement a separate resolution to approve, in a non-binding, stockholder advisory vote, the compensation paid to our named executive officers as disclosed in “Executive Compensation” below (the “say-on-pay vote”).
While the results of the say-on-pay vote are non-binding and advisory in nature, our board of directors and Compensation Committee intend to consider the results of this vote in making future compensation decisions.
Our board of directors currently intends to conduct advisory votes on executive compensation every year. As a result, our next advisory say-on-pay vote will take place at our annual meeting of stockholders in 2023.
The language of the resolution is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2021, as discussed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table and the related compensation tables and narrative in this proxy statement, is hereby APPROVED, on an advisory basis.”
In considering their vote, stockholders are encouraged to read the compensation discussion and analysis, the accompanying compensation tables, and the related narrative disclosure included in this proxy statement.
Vote Required
The affirmative vote of the holders of a majority of the voting power of the shares represented at the Annual Meeting in person or by proxy is required to approve, on an advisory basis, the compensation of our named executive officers.
Our board of directors recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers.
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Executive Compensation
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the disclosures contained in the following “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the board of directors that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement for the Annual Meeting and incorporated by reference into the Corporation's annual report on Form 10-K for the fiscal year ended December 31, 2021.
COMPENSATION COMMITTEE
Christopher C. Quick
Joseph J. Grano, Jr.
Robert Greifeld
David Urban
COMPENSATION DISCUSSION AND ANALYSIS
This compensation discussion and analysis discusses our executive compensation programs for our named executive officers in respect of our fiscal year ended December 31, 2021, which we refer to herein as “fiscal year 2021,” and includes a discussion of our compensation objectives and philosophy and the material elements of compensation earned by, awarded, or paid, to our named executive officers in fiscal year 2021. This section also describes processes we use in reaching compensation decisions and is intended to amplify and provide context for understanding the amounts in the tabular disclosure that follows. In addition, we highlight certain attributes of our program, provide a summary of certain key compensation decisions during fiscal year 2021 and describe our intended compensation approach.
Our named executive officers for fiscal year 2021 were as follows:
Douglas A. Cifu Chief Executive Officer
Joseph Molluso Co-President and Co-Chief Operating Officer
Brett Fairclough Co-President and Co-Chief Operating Officer
Stephen Cavoli Executive Vice President, Markets
Sean P. Galvin
Executive Vice President and Chief Financial Officer
Compensation Program Objectives
Our primary objective with respect to executive compensation is to provide competitive compensation and benefits to attract, retain, motivate and reward the highest quality executive officers. Accordingly, we attempt to ensure that compensation provided to executive officers remains competitive relative to the compensation paid to similarly situated executives in our industry. A further objective of our compensation program is to provide variable pay opportunities through cash bonuses and restricted stock awards that reward our officers based on achievement of both individual and Company financial results. In addition, we aim to establish compensation plans that align the performance of our executive officers with the Company’s objectives and the creation of long-term stockholder value, such as the reward of equity compensation which ties a portion of our executive compensation to the performance of our common stock. We believe an appropriate mix of an executive officer’s pay should be variable and performance based in order to promote achievement of our short- and long-term strategic objectives.
The overall level of total compensation for our named executive officers is intended to be reasonable in relation to, and competitive with, the compensation paid to executives in the industries in which we compete for talent, subject to variation for factors such as the individual’s experience, performance, duties and scope of responsibilities, prior contributions and future potential contributions to our business. Our compensation plans are designed to align with business strategies, considering external market conditions and internal equity issues. With these principles in mind,
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Executive Compensation
we structure our compensation program as competitive total pay packages that we believe enable us to attract, 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.
The Process of Setting Executive Compensation
The Compensation Committee participates in an annual evaluation of the performance of our Chief Executive Officer and subsequently determines and approves the Chief Executive Officer’s compensation level based on this evaluation. In determining the long-term incentive component of Chief Executive Officer compensation, the Compensation Committee will also consider, among such other factors, the Company’s performance, stockholder returns, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the Chief Executive Officer in past years. Our Chief Executive Officer reviews each named executive officer’s compensation package, other than his own, annually in light of the performance of each named executive officer. The conclusions reached and recommendations made based on these reviews, including those with respect to salary adjustments and annual award amounts, are then presented to the Compensation Committee and/or our board of directors for review and approval.
Specifically, the Compensation Committee determines and approves the compensation packages of the Chief Executive Officer and approves the compensation packages of each other named executive officer, giving significant deference to the views and recommendations of the Chief Executive Officer . The Chief Executive Officer is not present during voting or deliberations relating to his own compensation.
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 did not provide any services to the Compensation Committee or management in fiscal year 2021.
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Executive Compensation
Elements of Compensation for 2021 and Why We Chose to Pay Each Element
The primary elements of our executive compensation program are base salary, annual cash bonuses, equity-based compensation and certain employee benefits and perquisites. Brief descriptions of each principal element of our executive compensation program are summarized in the following table and described in more detail below.
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.
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 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 salary for Mr. Galvin was increased in fiscal year 2021 to $300,000 from $250,000. Base salaries for our other named executive officers were not increased during fiscal year 2021.
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
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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, as determined by the Compensation Committee each year. This provides the Compensation Committee with more flexibility, under differing market and financial conditions and depending upon the strategic direction of the firm, to easily vary the mix of compensation without the need to focus on the form (cash or stock) but rather the value being delivered coupled with the proper incentives for our named executive officers to create short- and long-term stockholder value. Generally, the mixture of cash and equity-based compensation is determined by the aggregate variable incentive compensation payable for the applicable year. For each of Messrs. Cifu, Molluso, Fairclough, and Cavoli, 50% of his 2021 variable incentive compensation was paid in cash and 50% was paid in equity-based compensation, 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 deferrals (see “Employee Benefits and Perquisites” on page 26 of this proxy statement). For Mr. Galvin, 60% of his 2021 variable incentive compensation was paid in cash and 40% was paid in equity-based compensation, 24% paid in the form of restricted stock units that vest ratably over a three-year period and 16% 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 2021, 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 $2,500,000 and a maximum bonus opportunity equal to $5,000,000. 80% 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 20% 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 2021, the threshold to earn the target performance-based portion of the annual bonus was achievement of budgeted adjusted net trading income, growth initiatives, expenses, adjusted EBITDA and cumulative adjusted EBITDA with a multi-year lookback. These target amounts were established as ranges dependent on the market environment during the year as measured by total market volumes and implied and realized volatility. Based on the actual market environment, budgeted daily adjusted net income was in the range of $6.0 to $6.4 million and budgeted adjusted EBITDA was in the range of $714 to $1,187 million. As a result of the Company’s actual performance of $7.56 million of daily adjusted net trading income and $1,297 million of adjusted EBITDA, Mr. Cifu earned 100% (i.e., $4,000,000) of the 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 100% (i.e., $1,000,000) of the 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 $1,500,000 and a maximum bonus opportunity equal to $2,500,000. 80% of the annual bonus was based on the achievement of select quantitative goals based on the Company’s adjusted net trading income and adjusted EBITDA as compared to budgeted amounts in fiscal year 2021 and 20% of the annual bonus was based on the achievement of qualitative goals and metrics determined with the Chief Executive Officer. For fiscal year 2021, the threshold to earn the target performance-based portion of the annual bonus was achievement of budgeted adjusted net trading income, growth initiatives, expenses, adjusted EBITDA and cumulative adjusted EBITDA with a multi-year lookback. These target amounts were established as ranges dependent on the market environment during the year as measured by total market volumes and implied and realized volatility. Based on the actual market environment, budgeted daily adjusted net income was in the range of $6.0 to $6.4 million and budgeted adjusted EBITDA was in the range of $714 to $1,187 million. Based on the Company’s actual performance of $7.56 million of daily adjusted net trading income and $1,297 million of adjusted EBITDA, each of Messrs. Molluso, Fairclough, and Cavoli earned 100% (i.e., $2,000,000) of the performance-based portion of his annual bonus, and the CEO together with the Compensation Committee, determined that each executive earned 100% (i.e., $500,000) 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.
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Accordingly, for fiscal year 2021, the amount of variable incentive compensation form of payments to our named executive officers is described in the table below:
Name
Cash
Restricted
Stock Units
Common Stock
Total 2021
Variable
Incentive
Compensation
Douglas A. Cifu $ 2,500,000 $ 2,500,000 $ $ 5,000,000
Joseph Molluso $ 1,250,000 $ 1,250,000 $ $ 2,500,000
Brett Fairclough $ 1,250,000 $ 750,000 $ 500,000 $ 2,500,000
Stephen Cavoli $ 1,250,000 $ 750,000 $ 500,000 $ 2,500,000
Sean P. Galvin $ 540,000 $ 216,000 $ 144,000 $ 900,000
Annual Equity Awards
Cifu Equity Awards
In fiscal year 2021, 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 2021: 50% of the shares are earned if 70% of budgeted adjusted EBITDA is achieved and 100% of the shares are earned if 75% of budgeted adjusted EBITDA is achieved. For fiscal year 2021, our budgeted adjusted EBITDA goal was a range based on the market environment during the year. Based on the actual market environment, budgeted adjusted EBITDA was in the range of $714 to $1,187 million, and we achieved over 100% of such range. Accordingly, all of the restricted stock units granted to Mr. Cifu in fiscal year 2021 were earned, with half of the shares vesting as of December 31, 2021, and the remainder to vest as of December 31, 2022.
The Compensation Committee believes these awards incentivize Mr. Cifu to achieve key financial goals of the Company and aligns his long-term interests with those of our stockholders.
Employee Benefits and Perquisites
We provide a number of benefit plans to all eligible employees, including our named executive officers. These benefits include medical, dental, life insurance, business travel accident insurance, short- and long-term disability coverage and a 401(k) defined contribution plan.
On November 13, 2020, the Company adopted the Virtu Financial, Inc. Deferred Compensation Plan (the “DCP”). The DCP permits eligible executive officers and other employees to defer cash or equity-based compensation beginning in the calendar year ending December 31, 2021, subject to certain limitations and restrictions. The Company recognized $5.0 million as compensation cost under the DCP as of December 31, 2021.
In fiscal year 2021, only Messrs. Cifu and Molluso participated in the DCP and chose to defer a portion of his compensation in the form of deferred stock units.
Name
Executive
Contributions
in Last FY(1)
Registrant
Contributions
in Last FY
Aggregate
Earnings in
Last FY
Aggregate
Withdrawals/
Distributions
Aggregate
Balance at Last
FYE
Douglas A. Cifu
$ 4,500,000 $ 0 $ 4,500,000
Joseph Molluso
$ 500,000 $ 0 $ 500,000
While perquisites help to provide our named executive officers a benefit with a high perceived value at a relatively low cost, we do not generally view perquisites as a material component of our executive compensation program. In the future, we may provide additional or different perquisites or other personal benefits in limited circumstances, such as where we believe doing so is appropriate to assist an executive in the performance of his or her duties, to make our named executive officers more efficient and effective and for recruitment, motivation and/or retention purposes.
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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.
Taxation of Executive Compensation
For income tax purposes, public companies may not deduct any portion of compensation that is in excess of $1 million paid in a taxable year to certain “covered employees,” including our named executive officers, under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), subject to certain limited exceptions. Following recent changes to Section 162(m) or related rules, deductibility for 2021 compensation may only be permitted in certain limited cases, if at all, and for future periods may not be permitted at all.
Nevertheless, even if Section 162(m) were to apply to compensation paid to our named executive officers, our board of directors believes that it should not be constrained by the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) if those requirements would impair flexibility in compensating our named executive officers in a manner that can best promote our corporate objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) where the Company believes it is appropriate to do so.
Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.
Summary Compensation Table
The following table sets forth the cash and non-cash compensation paid by the Company during the years ended December 31, 2019, December 31, 2020, and December 31, 2021, to its named executive officers.
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
2021 $ 1,000,000 $ 500,000 $ 6,590,500(2) $ 2,000,000(3) $ 16,761(4) $ 10,107,261
2020 $ 1,000,000 $ 500,000 $ 8,759,525(2) $ 2,000,000(3) $ 4,270(4) $ 12,263,795
2019 $ 1,000,000 $ 360,000 $ 2,100,000(2) $ 1,040,000(3) $ 98,172(4) $ 4,598,172
Joseph Molluso
Co-President and Co-Chief Operating Officer
2021 $ 500,000 $ 250,000 $ 2,418,500(6) $ 1,000,000 $ $ 4,168,500
2020 $ 273,973(5) $ 3,750,000 $ 7,138,500(6) $ $ $ 11,162,473
2019 $ 375,342(7) $ $ $ $ 1,250,000(8) $ 1,625,342
Brett Fairclough
Co-President and Co-Chief Operating Officer
2021 $ 500,000 $ 250,000 $ 2,184,500(9) $ 1,000,000 $ $ 3,934,500
2020 $ 500,000 $ 250,000 $ 2,109,500(9) $ 1,075,000(10) $ $ 3,934,500
2019 $ 160,452 $ 616,000 $ 924,000(9) $ $ 419,991(11) $ 2,120,443
Stephen Cavoli
Executive Vice President, Markets
2021 $ 500,000 $ 250,000 $ 2,184,500(12) $ 1,000,000 $ $ 3,934,500
2020 $ 500,000 $ 250,000 $ 2,109,500(12) $ 1,075,000(13) $ $ 3,934,500
2019 $ 400,000 $ 520,000 $ 780,000(12) $ $ $ 1,700,000
Sean P. Galvin
Chief Financial Officer
2021 $ 300,000 $ 540,000 $ 505,345(15) $ $ $ 1,200,000
2020 $ 98,630(14) $ 450,000 $ 300,000(15) $ $ $ 848,630
2019 $ $ $ $ $ $
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(1)
Each amount represents the cash component of the portion of each named executive officer’s annual bonus that was based on the achievement of qualitative goals. For Mr. Cifu, the cash component of his annual bonus was 50% for fiscal years 2021 and 2020 and 40% for fiscal year 2019, for Mr. Molluso this was 50% for fiscal years 2021 and 2020, for Mr. Fairclough this was 50% for 2021, 53% for fiscal year 2020 and 40% for fiscal year 2019, for Mr. Cavoli, this was 50% for 2021, 53% for fiscal year 2020 and 40% for fiscal year 2019, and for Mr. Galvin this was 40% for 2021 and 100% for fiscal year 2020. The remainder in each year was paid in the form of restricted stock units and fully vested shares of our Class A common stock which are reflected in the “Stock Awards” column in the table above. In addition, the amounts reported in this column include the 100% cash component of Mr. Molluso’s 2020 sign on bonus award in the amount of $2,500,000, described further below under “Employment Agreement with Mr. Molluso” and the 50% cash component of Mr. Molluso’s guaranteed annual bonus for fiscal year 2020.
(2)
This amount represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to (i) the grant of restricted stock units, (ii) fully vested shares of our Class A common stock, and (iii) restricted shares. Assumptions used in calculating these amounts are described in Note 19 of the Company’s audited financial statements for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019, included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively. The grant of restricted stock units and fully vested shares of our Class A common stock relate to the settlement of Mr. Cifu’s 2021 annual bonus, 2020 annual bonus and 2019 annual bonus, however, the awards were actually granted in fiscal years 2022, 2021 and 2020, respectively. As noted above, the restricted shares granted to Mr. Cifu in fiscal year 2019 were not earned.
(3)
This amount represents the cash component of the portion of Mr. Cifu’s annual bonus that was based on achievement of performance goals, which was 50% for fiscal years 2021 and 2020 and 40% for fiscal year 2019. The remainder in each year was paid in the form of restricted stock units and fully vested shares of our Class A common stock which are reflected in the “Stock Awards” column in the table above.
(4)
This amount represents the cost of providing transportation services to Mr. Cifu.
(5)
Mr. Molluso’s employment with the Company commenced on June 22, 2020, and as a result the amount reported is a prorated portion of his $500,000 base salary.
(6)
This amount represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to (i) the grant of restricted stock units, (ii) fully vested shares of our Class A common stock and (iii) restricted shares. The amount includes Mr. Molluso’s sign-on equity award of 200,000 RSUs in fiscal year 2020 with a grant date fair value of $4,720,000, which was granted as compensation for the forfeiture of equity interests associated with his resignation from a prior employer. Assumptions used in calculating these amounts are described in Note 19 of the Company’s audited financial statements for the fiscal years ended December 31, 2021, and December 31, 2020, included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2021, and December 31, 2020. The grant of restricted stock units and fully vested shares of our Class A common stock relate to the settlement of Mr. Molluso’s 2021 annual bonus and 2020 annual bonus, however, the awards were actually granted in fiscal years 2022 and 2021, respectively.
(7)
The amount reported is a prorated portion of Mr. Molluso’s $500,000 base salary in connection with his voluntary departure from the Company in 2019, prior to his rejoining the company in 2020.
(8)
This amount reflects the amount paid to Mr. Molluso in connection with his voluntary departure from the Company in 2019, prior to his rejoining the company in 2020.
(9)
This amount represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to (i) the grant of restricted stock units, (ii) fully vested shares of our Class A common stock and (iii) restricted shares. Assumptions used in calculating these amounts are described in Note 19 of the Company’s audited financial statements for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019, included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively. The grant of restricted stock units and fully vested shares of our Class A common stock relate to the settlement of Mr. Fairclough’s 2021 annual bonus, 2020 annual bonus and 2019 annual bonus, however, the awards were actually granted in fiscal years 2022, 2021 and 2020, respectively.
(10)
This amount represents the cash component of the portion of Mr. Fairclough’s annual bonus that was based on achievement of performance goals, which was 53% for fiscal year 2020. The remainder was paid in the form of restricted stock units and fully vested shares of our Class A common stock which are reflected in the “Stock Awards” column in the table above.
(11)
This amount represents $80,000 paid as a housing allowance to Mr. Fairclough following his repatriation to the United States in 2019, in addition to certain tax benefits to which Mr. Fairclough is entitled for the year ended 2019 based on the difference between the actual foreign taxes due during the period and the hypothetical U.S. taxes that would have been applicable prior to his relocation. The amount shown includes the tax repayment that Mr. Fairclough received in fiscal year 2019, however, the actual amount owed was not calculable as of December 31, 2020, therefore the Company may pay Mr. Fairclough additional amounts or certain amounts may be required to be repaid to the Company.
(12)
This amount represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to (i) the grant of restricted stock units, (ii) fully vested shares of our Class A common stock and (iii) restricted shares. Assumptions used in calculating these amounts are described in Note 19 of the Company’s audited financial statements for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019, included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively. The grant of restricted stock units and fully vested shares of our Class A common stock relate to the settlement of Mr. Cavoli’s 2021, 2020 and 2019 annual bonuses, however, the awards were actually granted in fiscal years 2022, 2021 and 2020, respectively.
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(13)
This amount represents the cash component of the portion of Mr. Cavoli’s annual bonus that was based on achievement of performance goals, which was 53% for fiscal year 2020. The remainder was paid in the form of restricted stock units and fully vested shares of our Class A common stock which are reflected in the “Stock Awards” column in the table above.
(14)
Mr. Galvin’s employment with the Company commenced on August 10, 2020, and as a result the amount reported is a prorated portion of his $250,000 base salary.
(15)
This amount represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to (i) the grant of restricted stock units, and (ii) fully vested shares of our Class A common stock. Assumptions used in calculating these amounts are described in Note 19 of the Company’s audited financial statements for the fiscal years ended December 31, 2021, and December 31, 2020, included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2021, and December 31, 2020.
Grants of Plan-Based Awards in Fiscal Year 2021
The following table presents information with respect to each award made to our named executive officers in 2021.
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards
Estimated Possible Payouts
Under Equity Incentive Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock Units
(#)
Grant Date
Fair Value
of Stock
Awards
($)(2)
Name and Type of Award
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Douglas A. Cifu
Annual Bonus(1)
2,500,000 5,000,000
Restricted Stock Units
12/24/2021 150,000 4,090,500
Joseph Molluso
Annual Bonus(1)
1,500,000 2,500,000
Restricted Shares
6/22/2020 25,000 50,000 1,168,500
Brett Fairclough
Annual Bonus(1)
1,500,000 2,500,000
Restricted Shares
2/27/2020 25,000 50,000 934,500
Stephen Cavoli
Annual Bonus(1)
1,500,000 2,500,000
Restricted Shares
2/27/2020 25,000 50,000 934,500
Sean P. Galvin
(1)
This bonus, to the extent earned, is settled 50% in cash, 30% in restricted stock units that vest in three equal annual installments and 20% in fully vested common stock, fully vested common stock, subject to any deferrals (see “Employee Benefits and Perquisites” on page 26 of this proxy statement).
(2)
This amount represents the grant date fair value calculated in accordance with FASB ASC Topic 718. For Messrs. Molluso, Fairclough, and Cavoli, the amount shown with respect to the restricted shares that vest based on budgeted adjusted EBITDA represent the value of only the 2021 portion of the 2020-2022 grant because the grant is subject to three single-year performance periods (2020, 2021, and 2022). Assumptions used in calculating these amounts are described in Note 19 of the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Employment Agreements and Restrictive Covenant Agreements
Employment Agreement with Mr. Cifu
On November 15, 2017, we entered into a new employment agreement with Mr. Cifu, which amended and superseded the terms of his prior employment agreement dated April 14, 2015, pursuant to which Mr. Cifu will continue to serve as our Chief Executive Officer and report to our board of directors. Mr. Cifu’s duties, responsibilities and permitted activities are substantially identical to his original employment agreement. Mr. Cifu’s employment agreement further provides that to the extent such activities do not significantly interfere with the performance of his duties, service and responsibilities, Mr. Cifu is permitted to manage his personal, financial and legal affairs, serve on civic or charitable boards and committees and, to the extent approved by our board of directors, serve on corporate boards and committees; provided that Mr. Cifu is permitted to continue to be engaged in, or provide services to, certain specified businesses and activities (including, but not necessarily limited to, his role as the Vice Chairman and Alternate Governor of the Florida Panthers, a National Hockey League franchise), and to become engaged in, or provide services to, any other business or activity in which Mr. Vincent Viola, our founder and Chairman Emeritus, is permitted to become engaged in, to the extent that Mr. Cifu’s level of participation in such businesses or activities is consistent with his participation in the aforementioned specified businesses or activities prior to the effective date of the employment agreement.
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The employment agreement has an initial term of five years ending on November 15, 2022, with automatic renewals for successive one-year terms thereafter unless either we or Mr. Cifu provides notice of non-renewal at least ninety days in advance of the expiration of the then current term. However, if a change in control of the Company occurs at a time when there are less than two years remaining in the term, the term will automatically be extended so that the expiration date is two years from the effective date of the change in control.
Under the employment agreement, Mr. Cifu’s base salary is $1,000,000 and Mr. Cifu is eligible to earn an annual bonus with a target bonus opportunity equal to $2,500,000 and a maximum bonus opportunity equal to $5,000,000. 80% of the annual bonus will be based on the achievement of quantitative targets composed of specific components of the Company’s annual budget and 20% of the annual bonus will be based on the achievement of qualitative goals. To the extent earned, a maximum of 50% of the annual bonus will be paid in cash, 30% of the annual bonus will be paid in the form of restricted stock units or restricted shares of Class A common stock of the Company that vest in three equal annual installments and the remaining 20% will be paid in the form of fully vested shares of Class A common stock.
The employment agreement provides that, commencing with calendar year 2018, Mr. Cifu is eligible to receive an equity award at the beginning of each calendar year during the term (each such award to any executive, an “annual equity grant”). It is our board of directors’ current intention that the annual equity grant will be in the form of 150,000 restricted shares of Class A common stock that are subject to performance and service conditions. The number of shares earned under each annual equity grant will be based on the percentage of budgeted EBITDA achieved in the applicable calendar year, with a minimum of 50% of shares earned upon at least 70% achievement and 100% of shares earned upon at least 75% achievement. To the extent any shares of Class A common stock are earned with respect to an applicable annual equity grant, 50% of such shares will vest on the last day of the calendar year to which such award relates and the remaining 50% will vest on the last day of the subsequent calendar year, subject to Mr. Cifu’s continued employment through each applicable vesting date.
The employment agreement further provides that Mr. Cifu is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection. In addition, during the term, Mr. Cifu will be provided a car and driver consistent with past practice.
The employment agreement includes an acknowledgment that Mr. Cifu continues to be bound by the confidentiality and restrictive covenant provisions set forth in the Amended and Restated Virtu Financial LLC Agreement, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the third anniversary on which Mr. Cifu ceases to be an officer, director or employee of the Company. The employment agreement also provides that the Company will pay as incurred, to the fullest extent permitted by law, all legal fees and expenses that Mr. Cifu incurs as a result of any contest (regardless of the outcome) by the Company, Mr. Cifu or others of the validity or enforceability of, or liability under, any provision of the employment agreement or any guarantee of performance of the employment agreement that arises in connection with or following a change in control, plus interest on any delayed payment at the applicable federal rate under Section 7872 of the Code.
The employment agreement for Mr. Cifu provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”
Employment Agreement with Mr. Molluso
Virtu East entered into a new employment agreement with Mr. Molluso on April 30, 2020, pursuant to which Mr. Molluso was appointed as our Co-President and Co-Chief Operating Officer, reporting to our Chief Executive Officer. Mr. Molluso’s employment agreement further provides that to the extent such activities do not significantly interfere with the performance of his duties, service and responsibilities, Mr. Molluso is permitted to manage his personal, financial and legal affairs, serve on civic or charitable boards and committees and, to the extent approved by our board of directors, serve on corporate boards and committees.
The employment agreement has an initial term of three years ending on April 30, 2023, with automatic renewals for successive one-year terms thereafter unless either we or Mr. Molluso provides notice of non-renewal at least ninety days in advance of the expiration of the then current term. However, if a change in control of the Company occurs at a time when there is less than one year remaining in the term, the term will automatically be extended so that the expiration date is one year from the effective date of the change in control.
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Under the employment agreement, Mr. Molluso’s base salary is $500,000 and Mr. Molluso is eligible to earn an annual bonus with a minimum amount of $2,500,000 with respect to the fiscal year ended December 31, 2020, and $1,500,000 with respect to the fiscal years ended December 31, 2021 and December 31, 2022, and a maximum bonus opportunity equal to $2,500,000. 80% of the annual bonus will be based on the achievement of quantitative targets set by the Company’s Chief Executive Officer together with the Compensation Committee and 20% of the annual bonus will be based on the achievement of qualitative goals set by the Company’s Chief Executive Officer together with the Compensation Committee. To the extent earned, the annual bonus will be paid in a mix of cash, restricted stock units and fully vested shares of Class A common stock in accordance with the Company’s incentive and equity plans as in effect from time to time.
The employment agreement also provided for a special long-term equity award in the form of 150,000 restricted shares of Class A common stock that are subject to performance and service conditions, which was issued on June 22, 2020. The number of shares earned under each annual equity grant will be based on the percentage of budgeted EBITDA achieved in each of the three calendar years during the vesting period, with a minimum of 50% of shares earned upon at least 70% achievement and 100% of shares earned upon at least 75% achievement. To the extent any shares of Class A common stock are earned with respect to an applicable calendar year, such shares will vest on the last day of such calendar year to which such award relates.
The employment agreement also provided for sign-on bonuses as compensation for forfeited equity interests in his former employer in the form of (i) a grant of 200,000 restricted stock units, vesting in three equal installments on each of January 24, 2021, January 24, 2022 and January 24, 2023 and otherwise issued pursuant to and subject to the terms and conditions of the Plan and a separate award agreement and (ii) a cash sign-on bonus of $2,500,000, $1,666,667 of which is subject to a prorated clawback right of the Company based on the proportion of the term elapsed as of the date that Mr. Molluso’s employment is terminated for Cause (as defined therein) or he resigns without Good Reason (as defined therein).
The employment agreement further provides that Mr. Molluso is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection. The employment agreement includes an acknowledgment that Mr. Molluso continues to be bound by the confidentiality and restrictive covenant provisions set forth in his original agreement, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the thirty-six-month anniversary of the date on which Mr. Molluso ceases to be an officer or employee of the Company. The employment agreement for Mr. Molluso provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”
Employment Agreement with Mr. Fairclough
Virtu East entered into a new employment agreement with Mr. Fairclough on February 26, 2020, which amended and superseded the terms of his prior employment agreement dated April 17, 2019, pursuant to which Mr. Fairclough was appointed as our Chief Operating Officer, reporting to our Chief Executive Officer. Mr. Fairclough has since been appointed as our Co-President and Co-Chief Operating Officer. Mr. Fairclough’s employment agreement further provides that to the extent such activities do not significantly interfere with the performance of his duties, service and responsibilities, Mr. Fairclough is permitted to manage his personal, financial and legal affairs, serve on civic or charitable boards and committees and, to the extent approved by our board of directors, serve on corporate boards and committees.
The employment agreement has an initial term of four years ending on February 26, 2024, with automatic renewals for successive one-year terms thereafter unless either we or Mr. Fairclough provides notice of non-renewal at least ninety days in advance of the expiration of the then current term. However, if a change in control of the Company occurs at a time when there is less than one year remaining in the term, the term will automatically be extended so that the expiration date is one year from the effective date of the change in control.
Under the employment agreement, Mr. Fairclough’s base salary is $500,000 and Mr. Fairclough is eligible to earn an annual bonus with a target bonus opportunity equal to $1,500,000 and a maximum bonus opportunity equal to $2,500,000. 80% of the annual bonus will be based on the achievement of quantitative targets set by the Company’s Chief Executive Officer together with the Compensation Committee and 20% of the annual bonus will be based on the achievement of qualitative goals set by the Company’s Chief Executive Officer together with the Compensation
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Committee. To the extent earned, the annual bonus will be paid in a mix of cash, restricted stock units and fully vested shares of Class A common stock in accordance with the Company’s incentive and equity plans as in effect from time to time.
The employment agreement also provided for a special long-term equity award in the form of 150,000 restricted shares of Class A common stock that are subject to performance and service conditions, which was issued on February 27, 2020. The number of shares earned under each annual equity grant will be based on the percentage of budgeted EBITDA achieved in each of the three calendar years during the vesting period, with a minimum of 50% of shares earned upon at least 70% achievement and 100% of shares earned upon at least 75% achievement. To the extent any shares of Class A common stock are earned with respect to an applicable calendar year, such shares will vest on the last day of such calendar year to which such award relates.
The employment agreement further provides that Mr. Fairclough is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection.
The employment agreement includes an acknowledgment that Mr. Fairclough continues to be bound by the confidentiality and restrictive covenant provisions set forth in his original agreement, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the thirty-six-month anniversary of the date on which Mr. Fairclough ceases to be an officer or employee of the Company. The employment agreement for Mr. Fairclough provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”
Employment Agreement with Mr. Cavoli
Virtu East entered into a new employment agreement with Mr. Cavoli on February 26, 2020, which amended and superseded the terms of his prior employment agreement dated June 24, 2015, pursuant to which Mr. Cavoli will continue to serve as our Executive Vice President, Markets and report to our Chief Executive Officer. Mr. Cavoli’s employment agreement further provides that to the extent such activities do not significantly interfere with the performance of his duties, service and responsibilities, Mr. Cavoli is permitted to manage his personal, financial and legal affairs, serve on civic or charitable boards and committees and, to the extent approved by our board of directors, serve on corporate boards and committees.
The employment agreement has an initial term of three years ending on February 26, 2023, with automatic renewals for successive one-year terms thereafter unless either we or Mr. Cavoli provides notice of non-renewal at least ninety days in advance of the expiration of the then current term. However, if a change in control of the Company occurs at a time when there is less than one year remaining in the term, the term will automatically be extended so that the expiration date is one year from the effective date of the change in control.
Under the employment agreement, Mr. Cavoli’s base salary is $500,000 and Mr. Cavoli is eligible to earn an annual bonus with a target bonus opportunity equal to $1,500,000 and a maximum bonus opportunity equal to $2,500,000. 80% of the annual bonus will be based on the achievement of quantitative targets set by the Company’s Chief Executive Officer together with the Compensation Committee and 20% of the annual bonus will be based on the achievement of qualitative goals set by the Company’s Chief Executive Officer together with the Compensation Committee. To the extent earned, the annual bonus will be paid in a mix of cash, restricted stock units and fully vested shares of Class A common stock in accordance with the Company’s incentive and equity plans as in effect from time to time.
The employment agreement also provided for a special long-term equity award in the form of 150,000 restricted shares of Class A common stock that are subject to performance and service conditions, which was issued on February 27, 2020. The number of shares earned under each annual equity grant will be based on the percentage of budgeted EBITDA achieved in each of the three calendar years during the vesting period, with a minimum of 50% of shares earned upon at least 70% achievement and 100% of shares earned upon at least 75% achievement. To the extent any shares of Class A common stock are earned with respect to an applicable calendar year, such shares will vest on the last day of such calendar year to which such award relates.
The employment agreement further provides that Mr. Cavoli is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection.
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The employment agreement includes an acknowledgment that Mr. Cavoli continues to be bound by the confidentiality and restrictive covenant provisions set forth in his original agreement, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the eighteen-month anniversary of the date on which Mr. Cavoli ceases to be an officer or employee of the Company.
The employment agreement for Mr. Cavoli provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”
Employment Agreement with Mr. Galvin
Virtu East entered into an employment agreement with Mr. Galvin on August 7, 2020, on an “at will” employment basis. The employment agreement provides for a salary of $250,000 per year, which was increased to $300,000 in fiscal year 2021. In addition, the employment agreement provides for eligibility to earn an annual bonus payable in cash and stock, as determined at the sole discretion of Virtu East, which bonus shall be in the amount of $450,000 for the year ended December 31, 2020. The employment agreement also provided for a grant of restricted stock units with the number of restricted stock units to be granted determined by dividing $300,000 by the applicable issue price of the Company’s Class A common stock following Mr. Galvin’s start date, and provided that Mr. Galvin is eligible to participate in all benefit programs of Virtu East available to similarly situated employees.
In connection with his employment agreement, Mr. Galvin entered into a restrictive covenant agreement that provides for confidentiality and non-disparagement restrictions and that he will not engage in any business that competes with Virtu or its affiliates, and he will not solicit or hire employees, consultants or members of Virtu East, its subsidiaries or its affiliates during his employment and for a period of 12 months thereafter.
Outstanding Equity Awards at End of Fiscal Year 2021
The following table provides information about each of the outstanding awards of options to purchase our common stock and restricted stock units held by each named executive officer as of December 31, 2021.
Option Awards
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Equity
Incentive Plan
Awards:
Number of
Unvested
Stock Awards
(#)
Equity
Incentive Plan
Awards:
Market Value of
Unvested
Stock Awards
($)(1)
Douglas A. Cifu
18,015(2) 519,372
53,682(3) 1,547,652
54,253(4) 1,564,114
75,000(5) 2,162,250
Joseph Molluso
133,333(3) 3,843,990
50,000 1,441,500
27,126(4) 782,043
Brett Fairclough
2,852(2) 82,223
23,620(3) 680,965
50,000 1,441,500
25,498(4) 735,107
Stephen Cavoli
2,402(2) 69,250
19,940(3) 574,870
50,000 1,441,500
25,498(4) 735,107
Sean P. Galvin
8,824(6) 254,396
(1)
Market value is based on the closing price of a share of our Class A common stock on December 31, 2021 (the last trading day of fiscal year 2021) equal to $28.83.
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(2)
These restricted stock units will vest on January 23, 2022.
(3)
These restricted stock units will vest ratably on each of January 24, 2022, and January 24, 2023.
(4)
These restricted stock units will vest ratably on each of February 1, 2022, February 1, 2023, and February 1, 2024.
(5)
This amount represents the number of earned but unvested restricted shares as further described above under “Cifu Equity Awards” that will vest on December 31, 2022.
(6)
These restricted stock units will vest ratably on each of August 12, 2022, and August 12, 2023.
Option Exercises and Stock Vested
DURING FISCAL YEAR 2021
The following table sets forth as to each of the named executive officers’ information on exercises of options to purchase our common stock, the vesting of restricted and unrestricted shares of our common stock, and the vesting of restricted stock units during 2021.
Option Awards
Stock Awards
Name
Number of Shares
Acquired on
Exercise
(#)
Value Realized on
Exercise
($)
Number of Shares
Acquired on
Vesting
(#)(6)
Value Realized on
Vesting
($)
Douglas A. Cifu(1)
297,083 8,427,653
Joseph Molluso(2)
134,752 3,617,048
Brett Fairclough(3)
75,000 736,500 84,695 2,368,424
Stephen Cavoli(4)
79,371 2,236,176
Sean P. Galvin(5)
4,412 115,065
(1)
For Mr. Cifu, this includes the vesting of 34,073 RSUs on January 23, 2021, at a closing price of $24.84, 26,841 RSUs on January 24, 2021, at a closing price of $24.84, 125,000 RSUs and 36,169 shares of Class A common stock on February 1, 2021, at a closing price of $29.64, and 75,000 shares of restricted stock on December 27, 2021, at a closing price of $28.50.
(2)
For Mr. Molluso, this includes the vesting of 66,667 RSUs on January 24, 2021, at a closing price of $24.84, 18,085 shares of Class A common stock on February 1, 2021, at a closing price of $29.64, and 50,000 shares of restricted stock on December 27, 2021, at a closing price of $28.50.
(3)
For Mr. Fairclough, this includes the vesting of 5,885 RSUs on January 23, 2021, at a closing price of $24.84, 11,810 RSUs on January 24, 2021, at a closing price of $24.84, 17,000 shares of Class A common stock on February 1, 2021, at a closing price of $29.64, and 50,000 shares of restricted stock vested on December 27, 2021, at a closing price of $28.50.
(4)
For Mr. Cavoli, this includes the vesting of 2,402 RSUs on January 23, 2021, at a closing price of $24.84, 8,325 RSUs on January 24, 2021, at a closing price of $24.84, 17,000 shares of Class A common stock on February 1, 2021, at a closing price of $29.64, and 50,000 shares of restricted stock vested on December 27, 2021, at a closing price of $28.50.
(5)
For Mr. Galvin, this includes the vesting of 4,412 RSUs on August 12, 2021, at a closing price of $26.08.
(6)
The number of shares delivered upon vesting of the executive’s stock awards were reduced by a number of shares with a market value equal to the applicable tax withholding amounts on their awards. As a result, the actual shares acquired by Messrs. Cifu, Molluso, Fairclough and Cavoli upon the vesting and settlement of their stock awards was 263,205, 66,798, 43,972, and 40,080, respectively.
Potential Payments Upon Termination of Employment or Change in Control
Severance Benefits
Under Mr. Cifu’s employment agreement, if Mr. Cifu’s employment is terminated by us without Cause (as defined in the employment agreement), due to death or Disability (as defined in the employment agreement), by the executive for Good Reason (as defined in the employment agreement), or due to the expiration of the term on the expiration date as a result of the Company’s delivery of a notice of non-renewal of the term, then in addition to receiving his accrued amounts, Mr. Cifu will receive, subject to the execution of a release of claims: (A) severance pay in an aggregate amount equal to the greater of (x) one times his base salary and (y) an amount equal to the total amount of base salary that would otherwise have been payable through the remainder of the term (the “Cifu Severance Amount”); (B) continued health, dental, vision and life insurance benefits under the terms of our benefit
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plans for (x) twelve months or (y) the period from termination of employment through the remainder of the term, whichever is longer (the “Benefits Continuation Period”); and following the Benefits Continuation Period, continued participation in the Company’s health, dental, vision and life insurance until the earlier of (i) Mr. Cifu’s independents reaching the age of 26, (ii) Mr. Cifu or his spouse becoming eligible for Medicare, or (iii) Mr. Cifu becoming eligible for comparable coverage under another employer’s benefit plans, subject to Mr. Cifu’s payment of the full cost of such benefits; (C) continued eligibility to earn shares of Class A common stock under his then current annual equity grant, and to the extent earned, a pro rata portion of such shares shall be deemed vested on the last day of the calendar year to which such award relates (the “Cifu Equity Acceleration”); (D) accelerated vesting of any earned but unvested shares of Class A common stock under the annual equity grant granted in the year prior to the year of termination; and (E) 150,000 shares of fully vested Class A common stock.
Under Mr. Molluso’s employment agreement, if Mr. Molluso’s employment is terminated by us without cause (as defined in the employment agreement), due to death or disability (as defined in the employment agreement), by the executive for good reason (as defined in the employment agreement), or due to the expiration of the term on the expiration date as a result of the Company’s delivery of a notice of non-renewal of the term, then in addition to receiving his accrued amounts, subject to the execution of a release of claims: (A) Mr. Molluso will receive severance pay in an aggregate amount equal to the greater of (x) one times his base salary and (y) an amount equal to the total amount of base salary that would otherwise have been payable through the remainder of the term (the “Molluso Severance Amount”); (B) Mr. Molluso will receive continued health, dental, vision and life insurance benefits under the terms of our benefit plans for twelve months; and (C) the next scheduled vesting installments under each of Mr. Molluso’s special equity award and sign-on equity award prorated for the elapsed portion of the calendar year, together with the full next installment of such awards (if any) shall be deemed accelerated and vested.
Under Mr. Fairclough’s employment agreement, if Mr. Fairclough’s employment is terminated by us without Cause (as defined in the employment agreement), due to death or Disability (as defined in the employment agreement), by the executive for Good Reason (as defined in the employment agreement), or due to the expiration of the term on the expiration date as a result of the Company’s delivery of a notice of non-renewal of the term, then in addition to receiving his accrued amounts, subject to the execution of a release of claims: (A) Mr. Fairclough will receive severance pay in an aggregate amount equal to the greater of (x) one times his base salary and (y) an amount equal to the total amount of base salary that would otherwise have been payable through the remainder of the term (the “Fairclough Severance Amount”); (B) Mr. Fairclough will receive continued health, dental, vision and life insurance benefits under the terms of our benefit plans for twelve months; and (C) the next scheduled vesting installment under Mr. Fairclough’s special equity award prorated for the elapsed portion of the calendar year, together with the full next installment of such award (if any) shall be deemed accelerated and vested.
Under Mr. Cavoli’s current employment agreement, if Mr. Cavoli’s employment is terminated by us without cause (as defined in the employment agreement), due to death or disability (as defined in the employment agreement), by the executive for good reason (as defined in the employment agreement), or due to the expiration of the term on the expiration date as a result of the Company’s delivery of a notice of non-renewal of the term, then in addition to receiving his accrued amounts, subject to the execution of a release of claims: (A) Mr. Cavoli will receive severance pay in an aggregate amount equal to the greater of (x) one times his base salary and (y) an amount equal to the total amount of base salary that would otherwise have been payable through the remainder of the term (the “Cavoli Severance Amount”); (B) Mr. Cavoli will receive continued health, dental, vision and life insurance benefits under the terms of our benefit plans for twelve months; and (C) the next scheduled vesting installment under Mr. Cavoli’s special equity award prorated for the elapsed portion of the calendar year, together with the full next installment of such award (if any) shall be deemed accelerated and vested.
Mr. Galvin is not entitled to any payments or benefits in connection with the termination of his employment.
Severance Benefits Upon a Change in Control Termination
If Mr. Cifu is terminated at any time within sixty days before, or 24 months following, a change in control, then Mr. Cifu is entitled to the payments and benefits described above, however (1) in lieu of the Cifu Severance Amount, Mr. Cifu will be entitled to receive two and a half times the sum of (x) his base salary and (y) the annual bonus (including any amounts deferred or satisfied through the grant of equity awards) most recently awarded to Mr. Cifu for a completed fiscal year of the Company; (2) the Benefits Continuation Period will be extended to (x) 24 months or (y) the period from termination of employment through the remainder of the term, whichever is longer; and (3) in
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lieu of the Cifu Equity Acceleration, Mr. Cifu will be entitled to a pro rata portion of all of the shares underlying his then current annual equity grant, which shall be deemed vested on the last day of the calendar year to which such award relates.
If Mr. Molluso is terminated at any time in anticipation of, or within 12 months following, a change in control, then Mr. Molluso is entitled to the payments and benefits described above, however, in lieu of the Molluso Severance Amount, Mr. Molluso will be entitled to an amount equal to two times the sum of (x) his base salary then in effect plus (y) the prior year’s actual discretionary bonus paid to him.
If Mr. Fairclough is terminated at any time in anticipation of, or within 12 months following, a change in control, then Mr. Fairclough is entitled to the payments and benefits described above, however, in lieu of the Fairclough Severance Amount, Mr. Fairclough will be entitled to an amount equal to two times the sum of (x) his base salary then in effect plus (y) the prior year’s actual discretionary bonus paid to him.
If Mr. Cavoli is terminated at any time in anticipation of, or within 12 months following, a change in control, then Mr. Cavoli is entitled to the payments and benefits described above, however in lieu of the Cavoli Severance Amount, Mr. Cavoli will be entitled to an amount equal to two times the sum of (x) his base salary then in effect plus (y) the prior year’s actual discretionary bonus paid to him.
Mr. Galvin is not entitled to any payments or benefits in connection with the termination of his employment in anticipation of, or within 12 months following, a change in control.
For purposes of the employment agreements with Messrs. Cifu, Molluso, Fairclough, and Cavoli, “change in control” generally means (i) the acquisition by any person of beneficial ownership of 30% or more (on a fully diluted basis) of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote in the election of directors, but excluding acquisitions by the Company, Vincent Viola and his permitted transferees and their respective affiliates or any employee benefit plan sponsored by the Company or any of its affiliates, (ii) a change in the composition of the board of directors such that members of the board of directors during any consecutive 12 month period cease to constitute a majority of the board of directors, (iii) the approval by the stockholders of the Company of a plan of complete dissolution or liquidation of the Company, or (iv) the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an affiliate of the Company.
If any payments to Messrs. Cifu, Molluso, Fairclough, Cavoli, and Galvin are determined to be so called “golden parachute” payments subject to the excise tax under Section 4999 of the Code, then such payments will be reduced to the extent such reduction would result in the executive retaining a greater net after tax amount than he would have retained had he received the full amount of the payments and paid the applicable excise tax.
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Estimated Payments Upon Termination of Employment or Change in Control
Assuming each named executive officer’s termination of employment occurred on December 31, 2021, or a change in control occurred on December 31, 2021, 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.
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
1,150,000(1) 15,300,000(2) 1,150,000(1) 15,300,000(2)
Restricted Stock
8,649,000(3) 8,649,000(3) 8,649,000(3) 8,649,000(3)
Stock Options
Joseph Molluso
Severance
739,384(4) 6,075,000(5) 739,384(4) 6,075,000(5)
Restricted Stock
2,883,000(6) 2,883,000(6) 2,883,000(6) 2,883,000(6)
Stock Options
Brett Fairclough
Severance
1,153,082(7) 6,075,000(8) 1,153,082(7) 6,075,000(8)
Restricted Stock
2,883,000(9) 2,883,000(9) 2,883,000(9) 2,883,000(9)
Stock Options
Stephen Cavoli
Severance
653,082(10) 6,075,000(11) 653,082(10) 6,075,000(11)
Restricted Stock
2,883,000(12) 2,883,000(12) 2,883,000(12) 2,883,000(12)
Stock Options
Sean P. Galvin
Severance
Restricted Stock
Stock Options
(1)
Represents a cash severance payment of an amount equal to the greater of (i) base salary continuation and (ii) continued health, dental, vision and life insurance benefits for twelve months.
(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 twelve 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, 2023).
(5)
Represents a cash severance payment of an amount equal to (i) 2 times the sum of (a) executive’s base salary and (b) the most recently awarded annual bonus (which was $2,500,000) and (ii) continued health, dental, vision and life insurance benefits through the remainder of the employment term (i.e., April 30, 2023).
(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 50,000, and (ii) the next installment of such award, which totals 50,000 shares of Class A common stock.
(7)
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, 2024).
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(8)
Represents a cash severance payment of an amount equal to (i) 2 times the sum of (a) executive’s base salary and (b) the most recently awarded annual bonus (which was $2,500,000) and (ii) continued health, dental, vision and life insurance benefits through the remainder of the employment term (i.e., February 26, 2024).
(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 50,000, and (ii) the next installment of such award, which totals 50,000 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, 2023).
(11)
Represents a cash severance payment of an amount equal to (i) 2 times the sum of (a) executive’s base salary and (b) the most recently awarded annual bonus (which was $2,500,000) and (ii) continued health, dental, vision and life insurance benefits through the remainder of the employment term (i.e., February 26, 2023).
(12)
Represents the value of (i) accelerated vesting of a pro rata portion of all of the shares underlying his special equity award, which is 50,000, and (ii) the next installment of such award, which totals 50,000 shares of Class A common stock.
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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, 2021:

The median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was approximately $235,000;

The annual total compensation of our Chief Executive Officer was $10,107,261 (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 43 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, 2021, which consisted of approximately 977 individuals, 11 of which were temporary employees.
We determined the median based on each employee’s annual base pay as of December 31, 2021, plus the variable incentive compensation award they received in 2022 for the 2021 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.
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Compensation of Directors
The compensation payable to our non-employee directors consisted of the following during the year ended December 31, 2021:

an award of restricted stock units valued at $135,000 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 $75,000, 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, $25,000 for the chair of the Audit Committee, $20,000 for the chair of the Compensation Committee, $20,000 for the chair of the Nominating and Corporate Governance Committee and $20,000 for the chair of the Risk Committee; and

an annual cash retainer of $10,000 for members of the Audit Committee, $7,500 for members of the Compensation Committee, $7,500 for members of the Nominating and Corporate Governance Committee, and $7,500 for members of the Risk Committee.
After four years of service, non-employee directors must maintain a minimum stock ownership equal to $225,000.
As of January 1, 2022, the compensation payable to our non-employee directors has been updated as following:

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 $225,000.
The following table sets forth compensation earned by our directors during the year ended December 31, 2021.
Name
Fees Earned or
Paid in Cash ($)(1)
Equity
Award(s)(2)(3)
All Other
Compensation ($)
Total ($)
Douglas A. Cifu
William F. Cruger, Jr 100,000 135,000 235,000
Virginia Gambale(4) 84,990 135,000 219,990
Joseph J. Grano, Jr. 85,000 135,000 220,000
Robert Greifeld 240,000 135,000 375,000
Glenn Hutchins(5) 59,758 135,000 194,758
Joanne M. Minieri(6) 56,062 25,000 81,062
John D. Nixon 147,742 135,000 282,742
Christopher C. Quick 97,359 135,000 232,359
John F. (Jack) Sandner(5) 430,000
David Urban 82,500 135,000 217,500
Michael T. Viola 115,000 135,000 250,000
Vincent Viola
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Compensation of Directors
(1)
The amounts reported in this column represent the fees allocable to fiscal year 2021.
(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 19 of the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
(3)
As of December 31, 2021, Mmes. Gambale and Minieri, and Messrs. Cruger, Grano, Greifeld, Hutchins, Nixon, Quick, Urban, and Michael Viola each held 4,880 unvested restricted stock units of the Company. In addition, as of December 31, 2021, 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 2021” above.
(4)
Ms. Gambale was appointed to our board of directors on January 29, 2020 and received a prorated partial year grant of 3,706 restricted stock units for the board year 2019-2020 on January 29, 2020 which vested July 1, 2020.
(5)
Messrs. Hutchins and Sandner are no longer on our board of directors.
(6)
Ms. Minieri was appointed to our board of directors on April 26, 2021 and received a prorated partial year grant of 807 restricted stock units for the board year 2020-2021 on April 27, 2021 which vested July 1, 2021.
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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, 2022. 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.
Vote Required
The affirmative vote of the holders of a majority of the voting power of the shares represented at the Annual Meeting in person or by proxy is required to approve the ratification of the appointment of PricewaterhouseCoopers LLP.
The board of directors recommends that you vote FOR the ratification of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2022.
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Information Regarding Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP has served as the Company’s independent registered public accounting firm since 2018.
The Audit Committee has the discretion to appoint a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of the Company and our 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.
Pre-Approval Policy
The policy of our Audit Committee is to review in advance and preapprove all audit or non-audit services to be provided by the Company’s independent or other registered public accounting firm and to approve all related fees and other terms of engagement.
All of the audit related, tax and all other services provided by PricewaterhouseCoopers LLP to us since their appointment in 2018, and by Deloitte & Touche LLP to us subsequent to our initial public offering in 2016 and until their dismissal in 2018, were approved by our Audit Committee, and none of such services were approved pursuant to the exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S X. All non-audit services provided subsequent to our initial public offering in 2016 were reviewed with the Audit Committee, which in each case concluded that the provision of such services by the relevant independent registered public accounting firm was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
Independent Registered Public Accounting Firm Fees
The following table presents aggregate fees billed to us for services rendered by our current independent registered public accounting firm, PricewaterhouseCoopers LLP, for the fiscal years ended December 31, 2021, and December 31, 2020.
2021
2020
Audit fees $ 6,343,035 $ 6,482,647
Audit-related fees $ 129,732 $ 693,833
Tax fees $ 2,160,918 $ 1,644,556
All other fees $ $
Total $ 8,633,685 $ 8,821,037
Audit Fees
This category includes the aggregate fees during 2021 and 2020 for audit services provided by our independent registered public accounting firm for the fiscal years ending December 31, 2021 and December 31, 2020, including for the audits of our annual consolidated financial statements, and reviews of each of the quarterly financial statements included in our Quarterly Reports on Form 10-Q, as well as audits of the consolidated financial statements of various of our regulated and foreign operating subsidiaries.
Audit-Related Fees
This category includes the aggregate fees during 2021 and 2020 for services related to the performance of the audits and reviews described in the preceding paragraph that are not included in the Audit Fees category.
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Information Regarding Independent Registered Public Accounting Firm
This category also includes fees associated with (i) accounting consultations and due diligence related to certain transactions, (ii) services rendered in connection with our registration statements and securities offerings, (iii) reports on controls of a service organization, (iv) reports on internal controls with respect to client assets, and (v) subscriptions to technical accounting resources.
Tax Fees
This category includes the aggregate fees during 2021 and 2020 for professional tax services provided by the independent registered public accounting firm or its affiliates, including for tax compliance and tax advice.
All Other Fees
There were no other fees during 2021 and 2020.
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Proposal 4: Amendment to the Virtu Financial, Inc. Amended and Restated 2015 Management Incentive Plan
The Board has previously adopted and our stockholders have previously approved the Virtu Financial Amended and Restated 2015 Management Incentive Plan (as previously amended, the “2015 Incentive Plan”). On April 22, 2020, the Board adopted an amendment to the 2015 Incentive Plan to increase the number of the Company’s Class A common stock available thereunder from 5,000,000 shares to a total of 26,000,000 shares. This amendment was approved by our stockholders at our 2020 annual meeting of stockholders on June 5, 2020.
Subject to the approval of our stockholders, the Board on April 22, 2022 adopted an amendment (the “Amendment”) to the 2015 Incentive Plan. In this proposal, we are asking our stockholders to approve the 2015 Incentive Plan, as proposed to be amended by the Amendment.
The Amendment makes the following key changes to the 2015 Incentive Plan:

Increases the number of shares of the Company’s Class A common stock available for future issuance under the 2015 Incentive Plan by 5,000,000 shares to a total of 26,000,000 shares.
We expect the 5,000,000 additional shares to be sufficient funding under the 2015 Incentive Plan for approximately three years, based upon the closing stock price of $37.04 on April 7, 2022. Our Board believes that equity compensation plays an important role in our compensation program, for retention purposes and to attract new employees by aligning the interests of the participants in our compensation programs with those of our stockholders, and therefore, it is essential for our Company to have a sufficient number of reserved shares available for issuance under our equity compensation plans, and without the additional shares, our Company would not be in a position to do so. These additional shares are necessary from a strategic and operational perspective in order to attract and retain the talent necessary for our business to be successful.
Our Board believes that the proposed increase will provide a sufficient number of available shares of our Class A common stock for future granting needs to help our Company achieve the purposes of the 2015 Incentive Plan. Our Board reviewed our historical and prospective usage of equity to determine the number of shares we will most likely require for future compensation purposes for the next three years, subject to market conditions and Company performance. This review took into account shares remaining in the 2015 Incentive Plan, potential shares that may become issuable in the future based on performance, including year-to-date accruals under our current programs, and the effect of new hires as our Company continues to grow. Our Board also considered our prospective equity usage relative to our peers.
If the stockholders do not approve this Proposal 4, the Amendment will not become effective, the proposed additional shares will not become available for issuance under the 2015 Incentive Plan, and the 2015 Incentive Plan will continue as in effect prior to the Amendment, subject to previously authorized share limits.
Summary of Sound Governance Features of the 2015 Incentive Plan
The Board and the Compensation Committee believe the 2015 Incentive Plan, as amended by the Amendment, contains several features that are consistent with the interests of our stockholders and sound corporate governance practices, including the following:

No “evergreen” provision. The number of shares of our Class A common stock available for issuance under the 2015 Incentive Plan is fixed and does not adjust based upon the number of shares outstanding.

Will not be excessively dilutive to our stockholders. Subject to adjustment, the maximum number of shares of our Class A common stock authorized and reserved for issuance under the 2015 Incentive Plan will increase from 21,000,000 to 26,000,000.
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Proposal 4: Amendment to the Virtu Financial, Inc. Amended and Restated 2015
Management Incentive Plan

No liberal change in control definition. The change in control definition in the 2015 Incentive Plan is not a “liberal” definition and, for example, would not be achieved merely upon stockholder approval of a transaction. A change in control (or the approval of a plan of complete dissolution or liquidation) must actually occur in order for the change in control provisions in the 2015 Incentive Plan to be triggered.

No repricing without stockholder approval. The 2015 Incentive Plan prohibits the repricing of outstanding stock options or SARs (as defined below) without stockholder approval.
A copy of the Amendment and a full text of the 2015 Incentive Plan is attached as Annex A to this Proxy Statement. Except for the change outlined above, there are no other changes to the terms and provisions of the 2015 Incentive Plan. The 2015 Incentive Plan was amended by our Board on April 22, 2022 and is subject to the approval of our stockholders at the Annual Meeting. The Amendment to the 2015 Incentive Plan was approved by our Board.
Summary of the 2015 Incentive Plan Features
The following is a summary of the material terms and conditions of the 2015 Incentive Plan assuming that the proposed amendment under the 2015 Incentive Plan is approved by stockholders at the Annual Meeting. Except for the foregoing, there are no other changes to the terms and provisions of the 2015 Incentive Plan. This summary is qualified in its entirety by reference to the 2015 Incentive Plan and the Amendment attached as Annex A to this proxy statement. You are encouraged to read the 2015 Incentive Plan and the Amendment in its entirety.
Administration.   The Compensation Committee (or subcommittee thereof, if necessary for Section 162(m) of the Code) will administer the 2015 Incentive Plan. The Compensation Committee will have the authority to determine the terms and conditions of any agreements evidencing any awards granted under the 2015 Incentive Plan and to adopt, alter and repeal rules, guidelines and practices relating to the 2015 Incentive Plan. The Compensation Committee will have full discretion to administer and interpret the 2015 Incentive Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised.
Eligibility.   Any current or prospective employees, directors, officers, consultants or advisors of our Company or its affiliates will be eligible for awards under the 2015 Incentive Plan, subject to the Compensation Committee’s authority and administration over the 2015 Incentive Plan and grants made thereunder. As of April 7, 2022, we had approximately 962 employees and officers eligible to participate in the 2015 Incentive Plan, as well as 11 non-employee directors.
Number of Shares Authorized.   The 2015 Incentive Plan provides for an aggregate of 26,000,000 shares of our Class A common stock. No more than 26,000,000 shares of our Class A common stock may be issued with respect to incentive stock options under the 2015 Incentive Plan. No participant may be granted awards of options and stock appreciation rights with respect to more than 1,000,000 shares of our Class A common stock in any 12-month period. No more than 1,000,000 shares of our Class A common stock may be granted under the 2015 Incentive Plan with respect to any performance compensation awards to any participant during a performance period (or with respect to each year if the performance period is more than one year). The maximum amount payable to any participant under the 2015 Incentive Plan for any single year during a performance period for a cash denominated award is $10,000,000 (with respect to each year if the performance period is more than one year). The maximum amount (based on the grant-date fair market value) of awards that may be granted under the 2015 Incentive Plan in any single fiscal year to any non-employee director is $300,000. This limitation on awards to non-employee directors does not apply in respect of restricted stock units issued to a non-employee director in lieu of payment of cash director compensation or board or committee fees, nor in respect of any one-time initial equity grant upon a non-employee director’s appointment to our board of directors. Shares of our Class A common stock subject to awards are generally unavailable for future grant; provided that in no event shall such shares increase the number of shares of our Class A common stock that may be delivered pursuant to incentive stock options granted under the 2015 Incentive Plan. If any award granted under the 2015 Incentive Plan expires, terminates, is canceled or forfeited without being settled or exercised, or if a stock appreciation right is settled in cash or otherwise without the issuance of shares, shares of our Class A common subject to such award will again be made available for future grant. In addition, if any shares are surrendered or tendered to pay the exercise price of an award or to satisfy withholding taxes owed, such shares will again be available for grant under the 2015 Incentive Plan.
Change in Capitalization.   If there is a change in our Company’s corporate capitalization in the event of a stock or extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
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Proposal 4: Amendment to the Virtu Financial, Inc. Amended and Restated 2015
Management Incentive Plan
split-up, split-off, spin-off, combination, repurchase or exchange of shares of our Class A common stock or Class B common stock or other relevant change in capitalization or applicable law or circumstances, such that the Compensation Committee determines that an adjustment to the terms of the 2015 Incentive Plan (or awards thereunder) is necessary or appropriate, then the Compensation Committee may make adjustments in a manner that it deems equitable. Such adjustments may be to the number of shares reserved for issuance under the 2015 Incentive Plan, the number of shares covered by awards then outstanding under the 2015 Incentive Plan, the limitations on awards under the 2015 Incentive Plan, the exercise price of outstanding options and such other equitable substitution or adjustments as it may determine appropriate.
Awards Available for Grant.   The Compensation Committee may grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock units, other stock-based awards, performance compensation awards (including cash bonus awards), other cash-based awards or any combination of the foregoing. Awards may be granted under the 2015 Incentive Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by our Company or with which our Company combines (which are referred to herein as “Substitute Awards”).
Stock Options.   The Compensation Committee will be authorized to grant options to purchase shares of our Class A common stock that are either “qualified,” meaning they are intended to satisfy the requirements of Section 422 of the Code for incentive stock options, or “non-qualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. All options granted under the 2015 Incentive Plan shall be non-qualified unless the applicable award agreement expressly states that the option is intended to be an “incentive stock option.” Options granted under the 2015 Incentive Plan will be subject to the terms and conditions established by the Compensation Committee. Under the terms of the 2015 Incentive Plan, the exercise price of the options will not be less than the fair market value of our Class A common stock at the time of grant (except with respect to Substitute Awards). Options granted under the 2015 Incentive Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Compensation Committee and specified in the applicable award agreement. The maximum term of an option granted under the 2015 Incentive Plan will be ten years from the date of grant (or five years in the case of a qualified option granted to a 10% shareholder), provided that, if the term of a non-qualified option would expire at a time when trading in the shares of our Class A common stock is prohibited by our Company’s insider trading policy, the option’s term shall be automatically extended until the 30th day following the expiration of such prohibition (as long as such extension shall not violate Section 409A of the Code). Payment in respect of the exercise of an option may be made in cash, by check, by cash equivalent and/or shares of our Class A common stock valued at the fair market value at the time the option is exercised (provided that such shares are not subject to any pledge or other security interest), or by such other method as the Compensation Committee may permit in its sole discretion, including: (i) in other property having a fair market value equal to the exercise price and all applicable required withholding taxes, (ii) if there is a public market for the shares of our Class A common stock at such time, by means of a broker-assisted cashless exercise mechanism or (iii) by means of a “net exercise” procedure effected by withholding the minimum number of shares otherwise deliverable in respect of an option that are needed to pay the exercise price and all applicable required withholding taxes. Any fractional shares of Class A common stock will be settled in cash.
Stock Appreciation Rights.   The Compensation Committee will be authorized to award SARs under the 2015 Incentive Plan. SARs will be subject to the terms and conditions established by the Compensation Committee. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. An option granted under the 2015 Incentive Plan may include SARs and SARs may also be awarded to a participant independent of the grant of an option. SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs, including with respect to vesting and expiration. Except as otherwise provided by the Compensation Committee (in the case of Substitute Awards or SARs granted in tandem with previously granted options), the strike price per share of our Class A common stock for each SAR shall not be less than 100% of the fair market value of such share, determined as of the date of grant. The remaining terms of the SARs shall be established by the Compensation Committee and reflected in the award agreement.
Restricted Stock.   The Compensation Committee will be authorized to grant restricted stock under the 2015 Incentive Plan, which will be subject to the terms and conditions established by the Compensation Committee. Restricted stock is Class A common stock that generally is non-transferable and is subject to other restrictions determined by the Compensation Committee for a specified period. Any accumulated dividends will be payable at the same time as the underlying restricted stock vests.
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Proposal 4: Amendment to the Virtu Financial, Inc. Amended and Restated 2015
Management Incentive Plan
Restricted Stock Unit Awards.   The Compensation Committee will be authorized to award restricted stock unit awards, which will be subject to the terms and conditions established by the Compensation Committee. A restricted stock unit award, once vested, may be settled in common shares equal to the number of units earned, or in cash equal to the fair market value of the number of vested shares, at the election of the Compensation Committee. Restricted stock units may be settled at the expiration of the period over which the units are to be earned or at a later date selected by the Compensation Committee. To the extent provided in an award agreement, the holder of outstanding restricted stock units shall be entitled to be credited with dividend equivalent payments upon the payment by our Company of dividends on shares of our Class A common stock, either in cash or (at the sole discretion of the Compensation Committee) in shares of our Class A common stock having a fair market value equal to the amount of such dividends, and interest may, at the sole discretion of the Compensation Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Compensation Committee, which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying restricted stock units are settled.
Other Stock-Based Awards.   The Compensation Committee will be authorized to grant awards of unrestricted shares of our Class A common stock, rights to receive grants of awards at a future date, or other awards denominated in shares of our Class A common stock under such terms and conditions as the Compensation Committee may determine and as set forth in the applicable award agreement.
Performance Compensation Awards.   The Compensation Committee may grant any award under the 2015 Incentive Plan in the form of a “Performance Compensation Award” ​(including cash bonuses) intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code by conditioning the number of shares earned or vested, or any payout, under the award on the satisfaction of certain “Performance Goals.” The Compensation Committee may establish these Performance Goals with reference to one or more of the following:

net earnings or net income (before or after taxes);

basic or diluted earnings per share (before or after taxes);

net revenue or net revenue growth;

gross revenue or gross revenue growth, gross profit or gross profit growth;

net operating profit (before or after taxes);

return measures (including, but not limited to, return on investment, assets, capital, gross revenue or gross revenue growth, invested capital, equity or sales);

cash flow measures (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital), which may but are not required to be measured on a per-share basis;

earnings before or after taxes, interest, depreciation, and amortization (including EBIT and EBITDA);

gross or net operating margins;

productivity ratios;

share price (including, but not limited to, growth measures and total shareholder return);

expense targets or cost reduction goals, general and administrative expense savings;

operating efficiency;

objective measures of customer satisfaction;

working capital targets;

measures of economic value added or other “value creation” metrics;

enterprise value;

stockholder return;

client retention;

competitive market metrics;
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Proposal 4: Amendment to the Virtu Financial, Inc. Amended and Restated 2015
Management Incentive Plan

employee retention;

objective measures of personal targets, goals or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets);

system-wide revenues;

cost of capital, debt leverage year-end cash position or book value;

strategic objectives, development of new product lines and related revenue, sales and margin targets, or international operations; or

any combination of the foregoing.