Virtu Financial Inc

For the period ended Jun 2, 2025. Filed Apr 23, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 2, 2025 · Filed Apr 23, 2025

Use the contents to explore the available documents and sections.

VIRT$53.91-0.1%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT SUMMARY

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 2024 fiscal year performance, please review the Company’s 2024 Annual Report on Form 10-K (the “2024 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:			Monday, June 2, 2025			LOCATION OF ANNUAL MEETING:			Virtual Annual Meeting accessible at www.virtualshareholdermeeting.com/VIRT2025
	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 2028 and until such director’s successor has been duly elected and qualified.	FOR each Nominee
2	To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement.	FOR
3	To approve, on an advisory basis, the frequency (every one, two or three years) of future advisory votes to approve the compensation of our named executive officers.	FOR
4	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR
5	To approve the Second Amended Plan to increase the number of shares authorized for issuance thereunder, extend the expiration date thereof and remove certain provisions related to Section 162(m) of the Code that are no longer applicable.	FOR

How to Vote

You may vote using any of the following methods:


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.

	2025 Proxy Statement			1

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.

Name and Primary Occupation · · · Director or Officer Since · · · Age · · · Independent · · · Committee Membership ·
· Audit · · · Risk · · · Compensation · · · N&CG ·
Vincent Viola Founder and Chairman Emeritus	2015	69
Douglas A. Cifu Chief Executive Officer and Director	2013	59
Michael T. Viola Chairman of the Board of Directors	2016	38
William F. Cruger, Jr. Director	2015	66
Virginia Gambale Director	2020	65
Joseph J. Grano, Jr. Director	2017	77
Joanne M. Minieri Director	2021	64
John D. Nixon Director	2015	69
Christopher C. Quick Director	2016	67
David J. Urban Director	2018	61
Stephen Cavoli Executive Vice President, Markets	2017	56
Brett Fairclough Co-President and Co-Chief Operating Officer	2019	42
Joseph Molluso Co-President and Co-Chief Operating Officer	2020	56
Cindy Lee Executive Vice President, Chief Financial Officer and Treasurer	2024	40

Member Audit Committee Financial Expert

	2			2025 Proxy Statement

Board Composition

Board Skills and Experience

	2025 Proxy Statement			3

Governance Highlights

WHAT WE DO	WHAT WE DON’T DO
	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.	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.
	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.
	Independent Governance: Our board of directors is currently majority independent and although we are not required to have fully independent Compensation and Nominating and Corporate Governance Committees, our Compensation Committee is fully independent.

	4			2025 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.