Aaron Simons - Chief Executive Officer | Virtu Financial (VIRT) Executive Profile & Compensation

About Aaron Simons

Aaron Simons, 45, was appointed Chief Executive Officer and elected to the Board of Virtu Financial effective August 1, 2025, after serving as Executive Vice President and Chief Technology Officer since 2019 and joining Virtu in 2008; he holds a PhD in Physics from Harvard and a B.S. in Mathematics from Caltech . Under Virtu’s 2024 compensation framework, core performance measures included daily adjusted net trading income (ANTI) and adjusted EBITDA, with actual 2024 performance of ~$6.4M daily ANTI vs. ~$6.1M target and $912M adjusted EBITDA vs. ~$846M target, framing the quantitative context into which his CEO incentives are set . Virtu separates the roles of Chairman (Michael T. Viola) and CEO, operates as a “controlled company” under Nasdaq rules, and maintains a majority-independent Board and a fully independent Compensation Committee .

Past Roles

Organization	Role	Years	Strategic Impact
Virtu Financial	Chief Technology Officer	2019–Jul 2025	Oversaw all technology and infrastructure; led post-merger technology integrations of KCG and ITG, supporting platform scalability and execution services
Virtu Financial	Various trading/technology roles	2008–2019	Built core trading and tech capabilities across asset classes and geographies
Harvard University	Postdoctoral researcher (Theoretical Physics)	Pre-2008	Advanced quantitative research skills applicable to market microstructure and systems engineering

External Roles

Organization	Role	Years	Strategic Impact
—	—	—	No public company board roles or external committee positions disclosed

Fixed Compensation

Component	Amount	Effective Date	Notes
Base Salary	$1,200,000	Aug 1, 2025	Increased from $600,000 upon CEO appointment
Sign-on Bonus	$7,500,000	Oct 2025 (paid within 10 days of agreement)	Vests monthly over 3 years; pro-rata repayment if voluntary resignation without Good Reason; full repayment if terminated for Cause; no repayment upon qualifying termination (e.g., without Cause, Good Reason, death, disability, or non-renewal)

Performance Compensation

Instrument	Metric	Weighting	Target / Maximum	Payout Form	Vesting
Annual Bonus	Quantitative goals (specific components of annual budget)	50%	Target $3,000,000; Maximum $6,000,000	50% cash; 30% RSUs; 20% fully-vested stock or DSUs (subject to deferral elections)	RSUs vest in three equal annual installments
Annual Bonus	Qualitative goals (Board-established)	50%	Target $3,000,000; Maximum $6,000,000	Same as above	Same as above
Annual Equity Award (Performance RSUs)	Budgeted EBITDA % achieved	100% earned at ≥65% achievement; below 65% at Compensation Committee discretion	150,000 RSUs annually (current Board intention from 2026 onward); 2025 award prorated (106,250 total; 75,000 granted Feb 4, 2025 plus 31,250 post-agreement)	Equity	50% vests Jan 31 following award year; 50% vests one year later, subject to continued employment

Reference metrics context (company-wide): 2024 daily ANTI target ~$6.1M vs. actual ~$6.4M; 2024 adjusted EBITDA target ~$846M vs. actual ~$912M .

Equity Ownership & Alignment

Holding Type	Amount	Ownership Form	Notes
Class A common stock	93	Direct (D)	As of initial Form 3 filing (Aug 11, 2025)
Restricted Stock Units (RSUs)	95,243	Direct (D)	Derivative securities; settlement into Class A common
Non-voting common interest units (Virtu Financial LLC)	520,184	Indirect (I)	Non-voting LLC interests referenced; footnote indicates indirect beneficial ownership mechanics

Bonus equity: 30% of annual bonus paid in RSUs vesting ratably over 3 years; 20% paid in fully-vested stock/DSUs—creates recurring supply from immediate stock settlement and multi-year RSU ladders .
Performance RSUs: Annual equity awards tie to budgeted EBITDA, with defined vest dates (Jan 31 cycles), aligning pay to profitability and providing retention hooks .

Employment Terms

Term / Provision	Detail	Economics / Duration
Agreement Term	Through Aug 1, 2030; auto-renews annually unless 90-day notice; CIC auto-extends to ensure two years remaining
Qualifying Termination (without Cause, Good Reason, death, disability, non-renewal by Company)	Severance equal to greater of 12 months base salary or salary through remainder of term; benefits continuation for 12 months or remainder; pro-rata vesting of current annual equity award; accelerate prior-year earned but unvested; 150,000 fully-vested shares/DSUs
Change-in-Control (CIC) + Qualifying Termination (within 60 days before or 24 months after CIC)	2.5x (base salary + most recent annual bonus) lump sum; benefits continuation for 24 months or remainder; pro-rata vest of current annual equity; accelerate earned but unvested prior-year annual equity and bonus RSUs; 150,000 fully-vested shares/DSUs
Non-compete / Non-solicit / Confidentiality	Bound by Virtu Employee Holdco LLC agreement; confidentiality and non-disparagement; non-compete and non-solicit until the third anniversary post-separation
Board Service	Reports solely to the Board; serves as a Board member; no additional compensation for Board service
Location	Principal place of employment in Palm Beach, Florida (or mutually agreed)
Legal Fees (post-CIC)	Company pays reasonable legal fees and interest in any contest regarding agreement enforceability/liability in connection with or following a CIC
Section 280G	Cutback mechanism (no tax gross-up); reduce parachute payments if it yields higher net after-tax to executive
Section 409A	Structured for compliance or exemption; six-month delay for specified employees if required

Board Governance

Board structure: Roles of Chairman and CEO are separated; Michael T. Viola serves as Chairman . Virtu is a “controlled company” and may rely on governance exemptions, though a majority of directors are independent and the Compensation Committee is fully independent .
Committees: Audit (Cruger, Grano, Minieri, Nixon) held 9 meetings in 2024; Risk (Cruger, Gambale, Urban, M. Viola) held 5; Nominating & Corporate Governance (Minieri, Nixon, Quick, M. Viola) held 4; Compensation (Grano, Quick, Urban) held 3; no director attended fewer than 75% of meetings in 2024 .
Insider trading policy and grant practices: Pre-clearance regime; trading only in open windows; equity awards generally RSUs/PSUs based on three-day VWAP; options not ordinary course; grants typically in January post-Q4 earnings .

Investment Implications

Pay-for-performance alignment and EBITDA focus: Annual equity awards earned at ≥65% of budgeted EBITDA and annual bonus split evenly between quantitative (budget components) and qualitative goals—aligning incentives to profit generation while allowing Board discretion below thresholds .
Retention and selling pressure: The $7.5M three-year sign-on vests monthly, creating strong near-term retention; recurring 20% of bonus paid in fully-vested stock and 30% in three-year RSUs may introduce regular supply from immediate stock settlements and staggered RSU vesting, a dynamic to monitor around vest dates (Jan 31 cycles) .
Change-in-control economics: CIC protection at 2.5x base+bonus plus broad equity accelerations and 150,000 fully-vested shares indicate meaningful downside protection; absence of tax gross-ups (280G cutback) is governance-friendly, but CIC benefits could be dilutive depending on event timing .
Governance context: Controlled company status with independent Compensation Committee mitigates some dual-role risks (CEO + director) and Board-chair separation reduces concentration concerns; committee independence and attendance metrics support oversight quality .

Data sources: CEO appointment, age, education, and board election ; CTO role and integration achievements ; fixed and variable compensation structure ; annual equity mechanics ; severance/CIC terms ; restrictive covenants ; board structure and independence ; committee composition and meetings ; attendance ; insider trading policy and grant practices ; 2024 performance metrics context ; beneficial ownership (Form 3) .