David Urban
Virtu FinancialAbout David J. Urban
David J. Urban, 61, has served as an independent director of Virtu Financial since 2018. He sits on the Compensation and Risk Committees and brings more than two decades of senior leadership experience in business and government, with prior service as Executive Vice President, North American Corporate Affairs at ByteDance (2020–2022) and earlier roles in government affairs; he is a West Point graduate with a J.D. (Temple) and M.P.A. (University of Pennsylvania), and holds additional governance and sustainability certificates . The board affirms his independence under Nasdaq rules, and Virtu’s controlled company status notwithstanding, a majority of the board and all members of the Compensation Committee are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ByteDance (parent of TikTok) | Executive Vice President, North American Corporate Affairs | Jul 2020–Jan 2022 | Corporate affairs leadership for major technology platform |
| American Continental Group | President | Jan 2002–Jul 2020 | Led bipartisan government affairs and strategic consulting across financial services and technology |
| U.S. Army, 101st Airborne Division | Officer | Not disclosed | Awarded Bronze Star |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| BGR Group | Managing Director | Apr 2022 | Bipartisan lobbying, strategic communications, business solutions firm |
| Gothams | Senior Advisor | Jan 2022 | Emergency management augmentation firm |
| Torridon Law | Of Counsel | Jun 2024 | Boutique law firm |
| SubCom | Board Member | Not disclosed | Communications systems company |
| Eos Energy Enterprises, Inc. (NASDAQ: EOSE) | Board Member | Not disclosed | Energy storage company |
| Johnny Mac Soldiers Fund | Board Member | Not disclosed | Non-profit supporting military families |
Board Governance
- Committee memberships: Compensation Committee (member) and Risk Committee (member) .
- Independence: Board determined Urban is independent under Nasdaq rules; Virtu is a controlled company but reports majority board independence and fully independent Compensation Committee .
- Attendance: In 2024 no director attended fewer than 75% of board and committee meetings; Board met 5 times, Compensation 3, Risk 5 .
- Risk oversight context: Risk Committee covers cybersecurity/IT, trading/capital/liquidity, and enterprise risk; includes one non‑independent member (Michael T. Viola) .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | No meeting fees; fixed retainer |
| Compensation Committee Member Fee | $15,000 | Member-level fee (not chair) |
| Risk Committee Member Fee | $15,000 | Member-level fee (not chair) |
| Committee Chair Fees | $0 | Not a chair; chair fee schedule lists $30k (Comp, N&CG, Risk) and $40k (Audit) |
| Total Cash Fees | $130,000 | Sum of above for Urban |
Notes:
- Director fee structure includes an additional $150,000 annual cash retainer for the non-executive chairman (not applicable to Urban) and no meeting-based fees .
Performance Compensation
| Equity Award | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant upon re-election | $150,000 | RSUs vest on the one-year anniversary of grant | None disclosed for director RSUs (time-based only) |
Additional details:
- As of Dec 31, 2024, Urban held 6,681 unvested RSUs; directors must maintain a minimum stock ownership of $225,000 after four years of service .
- Second Amended and Restated 2015 MIP caps non‑employee director awards at $300,000 per fiscal year (excludes RSUs taken in lieu of cash fees or one-time initial grants) .
Other Directorships & Interlocks
| Company/Entity | Relationship to VIRT | Potential Interlock/Conflict Considerations |
|---|---|---|
| Eos Energy Enterprises, Inc. (NASDAQ: EOSE) | Unrelated public company | No VIRT-related transactions disclosed in proxy |
| SubCom | Private company | No VIRT-related transactions disclosed in proxy |
| BGR Group (lobbying) | External advisory role | No related party transaction with VIRT disclosed; elevated reputational/regulatory sensitivity typical for lobbying roles |
| Gothams | External advisory role | No related party transaction with VIRT disclosed |
| Torridon Law | Of Counsel | No related party transaction with VIRT disclosed |
Expertise & Qualifications
- Governmental relations, strategic consulting, corporate affairs; Bronze Star recipient; National Association of Corporate Directors member .
- Education: B.S. (U.S. Military Academy—West Point), J.D. (Temple University Beasley School of Law), M.P.A. (University of Pennsylvania Fels Institute); Certificates in Leading Sustainable Corporations (Oxford) and Geopolitical Analysis (Stratfor/FAU) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A, fully exchanged basis) | 34,966 shares | As of Apr 11, 2025; reported as “*” percentage (<1%) in proxy table |
| Unvested RSUs | 6,681 units | As of Dec 31, 2024 |
| Ownership as % of outstanding | * | Proxy denotes “*” where <1% |
| Pledging/Hedging | Not disclosed | Insider Trading Policy requires pre-clearance and open windows; no Urban-specific exceptions noted |
| Stock ownership guideline | $225,000 minimum after 4 years | Compliance status not disclosed by individual |
Insider Trades and Section 16 Compliance
| Item (FY2024) | Status | Notes |
|---|---|---|
| Section 16 compliance (Form 4) | Compliant | Company states overall compliance except a late filing by John Nixon and Virtu Employee Holdco; no exceptions cited for Urban |
Governance Assessment
- Independence and committee work: Urban is independent and serves on the fully independent Compensation Committee, supporting pay oversight; he also serves on the Risk Committee (which includes one non‑independent member), providing oversight across cybersecurity, trading, liquidity, and enterprise risk .
- Attendance and engagement: Meets the 75% attendance threshold, with active committee structures and defined charters; Board (5), Compensation (3), Risk (5) meetings in 2024 indicate structured oversight cadence .
- Compensation and alignment: Director pay mix balances fixed cash ($130k) and time‑based equity ($150k), with stock ownership guidelines ($225k minimum after four years); Urban’s beneficial ownership is <1% of shares outstanding, suggesting modest “skin in the game” but RSU grants and guidelines aim to strengthen alignment over time .
- Controlled company dynamics: TJMT Holdings controls >50% of voting power; Virtu uses controlled company exemptions (e.g., not all committees must be independent), though it maintains majority board independence and a fully independent Compensation Committee—an important mitigant for investor confidence .
- Related-party and conflicts: Proxy discloses multiple related-party transactions (e.g., JVs, Members Exchange, EDX Markets loan) but none tied to Urban; his external roles (BGR Group, Gothams, Torridon Law) present typical optics considerations for lobbying/legal affiliations, with no VIRT-related transactions disclosed .
Red flags and watch items
- Controlled company status and Risk Committee composition (includes a non‑independent member) warrant continued monitoring for robust independent risk oversight .
- Beneficial ownership level is <1%; track ongoing RSU vesting and any changes in ownership to assess alignment with stockholder interests .