John Nixon
Virtu FinancialAbout John D. Nixon
Independent Director at Virtu Financial (VIRT); age 69; director since May 2015. Nixon brings 30+ years of interdealer brokerage experience (ICAP plc and Tullett Prebon), serving as ICAP non-executive director (1998–2002), executive director (May 2008–March 2015), member of ICAP’s Global Executive Management Group (2003–2015), chairman of i-Swap, and led implementation of ICAP’s Swap Execution Facility. He holds a Commerce degree from Queen’s University, Ontario . He is classified independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICAP plc | Non-Executive Director; Executive Director | Non-exec: 1998–2002; Exec: May 2008–Mar 2015 | Global Executive Management Group (2003–2015); chaired i‑Swap; led SEF implementation |
| Tullett Prebon | Senior roles (pre-ICAP) | Not disclosed | Interdealer broker experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Eris Innovations Holdings LLC | Board member (Virtu representative) | Financial technology company |
| Temasek USA | Senior Financial Services Advisor | Global investment firm |
| Eastdil Secured | Board member (on behalf of Temasek) | Global real estate investment bank |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Audit Committee; Nominating & Corporate Governance (N&CG) Committee |
| Committee independence | Audit Committee members (including Nixon) are independent; Mr. Cruger is designated Audit Committee Financial Expert. N&CG includes non‑independent director Michael T. Viola (committee not required to be fully independent as VIRT is a controlled company) . |
| Independence status | Board determined Nixon is independent (Nasdaq rules) . |
| Attendance | 2024: Board met 5x; Audit 9x; Risk 5x; N&CG 4x; Compensation 3x. No director attended <75% of combined board+committee meetings . |
| Controlled company | TJMT Holdings LLC (Viola family) controls >50% voting power; VIRT utilizes certain controlled-company exemptions (e.g., N&CG not fully independent; Compensation Committee currently fully independent) . |
Fixed Compensation (Director)
| Year | Cash Fees | Equity Award (RSUs) | Total |
|---|---|---|---|
| 2024 | $185,000 | $150,000 | $335,000 |
| Notes | Annual director retainer $100,000 cash; committee chair/member retainers: Audit chair $40k; Comp chair $30k; N&CG chair $30k; Risk chair $30k; Audit member $20k; Comp member $15k; N&CG member $15k; Risk member $15k. Equity: $150,000 RSUs vesting one year post‑grant upon reelection . | ||
| Source |
Performance Compensation (Director)
- No performance-based components disclosed for non-employee directors. Annual equity is time-based RSUs ($150,000 grant value; one-year vest) and no meeting fees are paid .
Other Directorships & Interlocks
| Entity | Connection | Potential Governance Consideration |
|---|---|---|
| Temasek USA | Nixon is a senior advisor | VIRT has tax receivable agreements (TRAs) with affiliates of Temasek; while disclosures do not cite 2024 payments to Temasek affiliates, the existence of TRAs with those affiliates creates potential related-party sensitivity given Nixon’s advisory role . |
| Eris Innovations Holdings LLC | Nixon serves as VIRT’s representative director | Typical representation of corporate investment; monitor for transactions between VIRT and Eris . |
| Eastdil Secured (on behalf of Temasek) | Board member | Advisory/board roles linked to Temasek alongside TRAs warrant awareness of perceived conflicts; Audit Committee oversees related-party reviews . |
Expertise & Qualifications
- 30+ years across interdealer brokerage, trading platforms, SEF implementation, and strategic M&A at ICAP; commerce degree from Queen’s University (Ontario). Qualifications explicitly cited as operational and strategic financial services expertise .
- Serves on Audit Committee but is not the board-designated audit committee financial expert (that role is held by Mr. Cruger) .
Equity Ownership
| Item | Amount | As-of |
|---|---|---|
| Beneficial ownership (shares) | 40,888 | Apr 11, 2025 |
| Unvested RSUs held by each non-employee director | 6,681 | Dec 31, 2024 |
| Director stock ownership guideline | Minimum $225,000 after four years of service | Policy detail |
Insider Trades and Section 16 Compliance
| Date/Disclosure | Detail |
|---|---|
| Section 16(a) delinquency note | One Form 4 for director John Nixon (gift of 5,740 shares) was filed late on May 21, 2024 . |
Company-Level Governance Policies (relevant to directors)
- Hedging: Speculative hedging discouraged but long-term (≥6 months) hedges permitted with pre-clearance; this is less restrictive than outright prohibitions some investors prefer .
- Clawback: Nasdaq/SEC-compliant compensation recovery policy adopted and filed with 2023 Form 10‑K exhibit .
Governance Assessment
-
Strengths
- Independent director with deep market-structure and interdealer brokerage expertise; service since 2015 enhances institutional memory .
- Active on Audit and N&CG committees; full board/committee attendance expectations met across VIRT (no director <75%) in 2024 .
- Audit Committee composed entirely of independent directors; strong oversight remit including related-party review .
-
Watch items / RED FLAGS
- Controlled company: Founder-affiliated entity controls ~87% combined voting power; N&CG includes a non-independent member (Michael T. Viola), which can constrain minority shareholder influence and board refreshment dynamics .
- Related-party sensitivity: Nixon’s advisory role with Temasek alongside VIRT’s TRAs with Temasek affiliates could present perceived conflicts; ensure robust Audit Committee oversight of any interactions/transactions touching Temasek affiliates .
- Section 16(a) late filing: one late Form 4 (gift) in 2024—administrative, but noted as a compliance blemish .
- Hedging policy permits long-term hedges (with pre-clearance), which some investors view as misaligned with best-practice alignment policies .
-
Alignment
- Director pay mix emphasizes equity via annual RSUs; stock ownership guideline ($225k after four years) supports alignment, and Nixon holds 40,888 shares plus standard unvested RSUs for 2024 cycle .
Committee Snapshot (Nixon)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 9 | All members independent; Mr. Cruger is Audit Committee Financial Expert . |
| Nominating & Corporate Governance | Member | 4 | Committee not required to be fully independent; includes non‑independent Michael T. Viola . |
Meeting Cadence (Board)
| Body | 2024 Meetings |
|---|---|
| Board of Directors | 5 |
| Audit Committee | 9 |
| Risk Committee | 5 |
| N&CG Committee | 4 |
| Compensation Committee | 3 |
| Attendance threshold | No director below 75% across board+committees . |
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