Virtu Financial (VIRT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 2, 2025, to be held virtually, with voting on key governance and compensation matters.

• Proposals include director elections, executive compensation approval, auditor ratification, and an amended incentive plan.

• Forward-looking statements caution that actual results may differ due to risks and uncertainties.

Voting matters and shareholder proposals

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

• Advisory vote to approve executive compensation (say-on-pay) and to determine frequency of future say-on-pay votes.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Approval of the Second Amended and Restated 2015 Management Incentive Plan, increasing share authorization, extending expiration, and removing obsolete tax provisions.

Board of directors and corporate governance

• Board consists of 10 directors, majority independent, with staggered three-year terms.

• Controlled company status allows certain Nasdaq governance exemptions, but compensation and nominating committees are fully independent.

• Board committees include Audit, Risk, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and regular meetings.

• Board leadership is separated between chairman and CEO roles.

• Policy for director nominations encourages diversity and considers stockholder recommendations.