Joanne Minieri
Virtu FinancialAbout Joanne Minieri
Independent director at Virtu Financial since April 2021; age 64. She is a Certified Public Accountant with a B.B.A. from Hofstra University and brings 35+ years of senior leadership experience in real estate and financial services, including roles at RXR Realty, Forest City Ratner Companies, and Suffolk County Economic Development and Planning. In 2024, she founded JONEE 1212, a consulting and advisory firm. Minieri is independent under Nasdaq rules and serves on the Audit and Nominating & Corporate Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RXR Realty | COO of Development & Constructive Services; SEVP & Senior Managing Director | Oct 2018 – Feb 2024 | Senior operating and finance leadership; large-scale development oversight |
| Forest City Ratner Companies | President & Chief Operating Officer | Not disclosed | Oversaw billions of dollars of development |
| Suffolk County (NY) | Deputy County Executive; Commissioner, Economic Development & Planning | Not disclosed | Public-sector economic planning leadership |
| Professional services | Accounting, tax, consulting leadership roles | Not disclosed | CPA background enhances audit oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Trinity Place Holdings, Inc. | Director | Not disclosed | Public company board service |
| Girl Scouts of Greater NY | Board member | Not disclosed | Non-profit governance |
| JONEE 1212 | Founder & Principal | 2024 | Consulting/advisory firm |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance (N&CG) Committee member.
- Independence: The board determined Minieri is independent under Nasdaq rules; Audit Committee is fully independent; N&CG is not required to be fully independent due to “controlled company” status and includes a non‑independent member (Michael T. Viola).
- Meetings and attendance: In 2024 the board met 5 times; Audit 9; Risk 5; N&CG 4; Compensation 3. No director attended fewer than 75% of meetings of the board and applicable committees.
- Audit Committee remit includes auditor oversight, legal/regulatory compliance, and review/approval of related‑party transactions per Nasdaq rules.
- Controlled Company risk: Founder Member controls >50% combined voting power; certain committees may be non‑independent under Nasdaq exemptions (though Compensation Committee is currently fully independent).
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (program terms) | $100,000 | $100,000 |
| Committee member fees (program terms) | Audit $20,000; N&CG $15,000; Compensation $15,000; Risk $15,000 | Audit $20,000; N&CG $15,000; Compensation $15,000; Risk $15,000 |
| Committee chair fees (program terms) | Audit $40,000; Compensation $30,000; N&CG $30,000; Risk $30,000 | Audit $40,000; Compensation $30,000; N&CG $30,000; Risk $30,000 |
| RSU annual grant (grant-date value) | $150,000 | $150,000 |
| Director ownership guideline | $225,000 minimum after 4 years | $225,000 minimum after 4 years |
| Minieri – Fees earned (cash) | $135,000 | $135,000 |
| Minieri – Equity awards (grant-date fair value) | $150,000 | $150,000 |
| Minieri – Total | $285,000 | $285,000 |
Notes:
- Program terms indicate RSUs vest on the one‑year anniversary of grant; no additional meeting fees are paid.
- Minieri’s cash total aligns with base retainer plus committee membership fees; no chair fees indicated by disclosed totals.
Performance Compensation
Directors receive annual RSUs with time-based vesting; no performance metrics (TSR, EBITDA, ESG, etc.) are disclosed for non‑employee directors.
| Equity Grant Terms | FY 2023 | FY 2024 |
|---|---|---|
| RSU grant (program value) | $150,000; vests one year from grant | $150,000; vests one year from grant |
| Unvested RSUs outstanding (as of year-end) | 8,760 units (Minieri) | 6,681 units (Minieri) |
| Performance metrics tied to director equity | None disclosed | None disclosed |
Additional equity events (Form 4):
- RSU grant of 3,392 units on 2025‑07‑01; post‑award ownership 10,073 shares (as reported in filing).
- RSU vest/settlement of 6,681 shares on 2025‑07‑03; post‑transaction ownership 37,993 shares.
Other Directorships & Interlocks
| Company | Relationship to VIRT | Potential Interlock/Conflict |
|---|---|---|
| Trinity Place Holdings, Inc. | External public board | No VIRT-related dealings disclosed in proxy |
| Girl Scouts of Greater NY | External non-profit board | Not applicable |
- Governance structure note: VIRT is a “controlled company,” and the N&CG Committee includes a non‑independent director (Michael T. Viola), which may diminish the independence of director nominations and governance oversight relative to fully independent committees.
Expertise & Qualifications
- Certified Public Accountant; B.B.A., Hofstra University.
- 35+ years of senior leadership in real estate and financial services, including COO roles and large-scale development oversight; public sector economic planning experience.
- Proxy cites her prior senior leadership and public company experience as adding significant board value.
Equity Ownership
| Metric | As of Apr 11, 2024 | As of Apr 11, 2025 |
|---|---|---|
| Shares beneficially owned (Class A, fully exchanged/converted basis) | 22,552 | 31,312 |
| Ownership % of Class A | * | * |
Vested vs. unvested position:
- Unvested RSUs outstanding: 8,760 (12/31/2023); 6,681 (12/31/2024).
- Pledging: No pledging of Minieri’s shares is disclosed in the beneficial ownership table or related proxy narrative.
Recent insider transactions (alignment signals):
| Date | Type | Units | Security | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025‑07‑01 | RSU grant (A) | 3,392 | Restricted Stock Unit | 10,073 | |
| 2025‑07‑03 | RSU vest/settlement (M) | 6,681 | Class A common stock | 37,993 |
Governance Assessment
-
Strengths
- Independence: Board affirms Minieri’s independence; she serves on the fully independent Audit Committee, enhancing financial oversight.
- Financial acumen: CPA and extensive operating background support audit effectiveness.
- Engagement: Board/committee schedules in 2024 were robust, with no director below the 75% attendance threshold.
- Pay structure: Director pay is conventional (cash retainer + annual RSUs with one‑year vesting), and stock ownership guidelines apply after four years—supporting alignment.
-
Watch items and potential red flags
- Controlled company status: Concentrated voting control; N&CG includes a non‑independent member, potentially reducing independence in nominations and governance policy-setting.
- Related‑party oversight dependence: Audit Committee oversees related‑party transactions; effectiveness relies on committee rigor given controlled structure.
- No performance metrics in director equity: RSUs are time‑based; lack of performance linkage is common for directors but offers limited pay‑for‑performance signaling.
-
Summary implication for investors
- Minieri’s independence, audit participation, and CPA background are positives for board oversight. The controlled company structure and non‑independence on N&CG warrant continued monitoring of governance decisions, director nominations, and any related‑party transactions.