Virtu Financial (VIRT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 2, 2025, to be held virtually, with voting on five key proposals including director elections, executive compensation, auditor ratification, and an amended incentive plan.

• Founder Member controls approximately 87% of voting power, effectively determining all major stockholder actions.

• Proxy statement includes forward-looking statements subject to risks and uncertainties, with no obligation to update such statements.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms expiring in 2028.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with board recommending annual votes.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025.

• Approval of the Second Amended and Restated 2015 Management Incentive Plan to increase share authorization, extend expiration, and remove outdated tax provisions.

Board of directors and corporate governance

• Board consists of 10 directors, majority independent, with staggered three-year terms and four standing committees: Audit, Risk, Compensation, and Nominating & Corporate Governance.

• Controlled company status allows exemption from some Nasdaq independence requirements, but Compensation Committee is fully independent.

• Board skills include technology, trading, governance, risk management, and financial literacy.

• Board and committees met regularly in 2024, with high attendance and active participation.