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Joseph Grano Jr.

Director at Virtu FinancialVirtu Financial
Board

About Joseph J. Grano, Jr.

Independent director at Virtu Financial (VIRT) since 2017; age 77. He has 30+ years in securities/financial services, including Chairman and CEO of UBS Financial Services (formerly UBS PaineWebber) and senior management roles at Merrill Lynch. He chaired the NASD Board of Governors (pre-FINRA), served as Chair of the Homeland Security Advisory Council (2002–2005), leads the JJG Family Office (since 2005), and holds honorary doctorates; he is a U.S. Special Forces veteran and Tony-winning producer of “Jersey Boys,” and authored “You Can’t Predict A Hero” (Businessweek bestseller, 2009) .

Past Roles

OrganizationRoleTenureCommittees/Impact
UBS Financial Services (formerly UBS PaineWebber)Chairman & CEO2001–2004Led post-merger integration after PaineWebber-UBS combination .
Merrill Lynch & Co.Senior management, incl. Director of National SalesPrior to 2000National sales leadership .
NASD (pre-FINRA)Chairman, Board of Governors; Executive Committee memberPrior roles (dates not specified)Oversight of U.S. broker-dealer regulation .
Homeland Security Advisory CouncilChairman2002–2005Federal advisory leadership .
JJG Family OfficePrincipal PartnerSince 2005Advisory services principal .

External Roles

OrganizationRoleStatus
City University of New York Business Leadership CouncilMemberCurrent .
Law Enforcement Against DrugsPresident, Advisory BoardCurrent .
Queens College FoundationVice ChairmanPrior .
YMCA of Greater New YorkDirectorPrior .
Lenox Hill HospitalDirectorPrior .

Board Governance

  • Independence: Board determined Grano is independent under Nasdaq rules .
  • Committee assignments: Audit Committee member; Compensation Committee member .
  • Attendance: In 2024, no director attended fewer than 75% of aggregate board and committee meetings; board met 5x, Audit 9x, Compensation 3x, Nominating & Corporate Governance 4x, Risk 5x .
  • Controlled company: Founder Member controls >50% voting power (87% combined), enabling exemptions from certain Nasdaq requirements; Compensation Committee currently fully independent .
  • Interlocks: Compensation Committee had no interlocks; no member was an officer/employee in 2024 .

Fixed Compensation (Director)

ComponentAmount (USD)Notes
Annual cash retainer$100,000Standard non-employee director retainer .
Committee membership fees$35,000$20,000 Audit member; $15,000 Compensation member .
Equity award (RSUs)$150,000Granted upon reelection; vest on 1-year anniversary .
Total 2024 compensation$285,000Per director comp table .

Performance Compensation

  • Not applicable for non-employee directors; director equity is time-based RSUs with 1-year vesting. No performance metrics apply to director pay .

Other Directorships & Interlocks

  • Current public company directorships: None disclosed for Grano in the proxy .
  • Shared directorships with customers/suppliers/competitors: None disclosed .

Expertise & Qualifications

  • Capital markets operating leadership (UBS FS, Merrill); regulatory governance (NASD chair); federal advisory leadership (Homeland Security Advisory Council). Honorary doctorates; Special Forces service; executive and civic board experience .
  • Audit committee financial expert designation applies to William F. Cruger Jr., not Grano .

Equity Ownership

MetricValueNotes
Beneficial ownership (Class A)32,141 shares<1% ownership .
Unvested RSUs (as of 12/31/2024)6,681 unitsPer director award status .
Ownership guideline$225,000 minimum after 4 yearsApplies to non-employee directors; compliance by individual not disclosed .
Hedging/pledgingHedging policy discourages speculative hedging; long-term hedging permitted with pre-clearance. No pledging disclosure for Grano .

Governance Assessment

  • Strengths:

    • Independent director with deep sell-side/brokerage leadership and regulatory experience; serves on Audit and Compensation, aligning with oversight needs .
    • Attendance threshold met; active committee cadence supports engagement .
    • Pay structure balanced: cash retainer plus equity RSUs vesting annually; committee fees consistent with responsibilities .
  • Potential red flags and considerations:

    • Controlled company status concentrates voting (87% combined), potentially limiting minority shareholder influence on board composition and governance; underscores importance of independent committee oversight .
    • Hedging permitted (with restrictions), which can dilute alignment in some frameworks; confirm any director-level hedging activity via future disclosures (none disclosed) .
    • Not designated as audit committee financial expert; relies on committee peer expertise (Cruger) .
    • Related-party transactions are monitored via Audit Committee policy; no Grano-specific RPTs disclosed, but ongoing TRA payments to Founder Member and others highlight structural cash flows in governance environment .

Overall signal: Grano’s long-standing financial industry leadership and regulatory experience, combined with independent status and service on Audit/Comp, are positives for board effectiveness. The controlled company framework elevates the importance of committee independence and attendance—both of which are affirmed in 2024 disclosures .