Michael Viola
Virtu FinancialAbout Michael T. Viola
Michael T. Viola is Chairman of the Board at Virtu Financial (VIRT), age 38, serving as a director since 2016 and appointed Chairman in April 2023 . He previously held multiple roles at Virtu since 2011, most recently as a senior trader focused on FX and global commodities, and holds a B.S. in Finance from Pepperdine University . He is the son of founder and Chairman Emeritus Vincent Viola and is not considered independent under Nasdaq rules given family and founder affiliations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virtu Financial, Inc. | Senior trader; various roles (most recently FX/commodities) | Since 2011 (prior to board appointment) | Trading expertise feeding risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Viola family private investment office | President | Since 2016 | Based in New York City |
| Independent Bank Group, Inc. (Nasdaq: IBTX) | Director | Prior to merger with SouthState Corp. in 2025 | Prior public company board experience |
Board Governance
- Structure: Virtu is a “controlled company” (Founder Member controls >50% voting power); board separates Chairman and CEO roles, with Michael T. Viola as non-executive Chairman .
- Independence: Michael T. Viola is not independent; majority of other directors are independent .
- Attendance: In 2024, the board met 5 times; no director attended fewer than 75% of aggregate board and committee meetings .
- Committee memberships (2024):
- Nominating & Corporate Governance (member; 4 meetings; committee not required to be fully independent due to controlled status) .
- Risk Committee (member; 5 meetings; oversees cybersecurity, trading/capital/liquidity, enterprise risk; committee not required to be fully independent) .
| Committee | Role | Meetings in 2024 | Independence note |
|---|---|---|---|
| Board of Directors | Non-executive Chairman | 5 | Controlled company status |
| Risk Committee | Member | 5 | Not required to be fully independent; Michael T. Viola is not independent |
| Nominating & Corporate Governance | Member | 4 | Not required to be fully independent; Michael T. Viola is not independent |
Fixed Compensation
- Policy: Non-employee directors receive cash retainers and annual RSU grants; no meeting fees .
- 2024 cash/equity earned (Michael T. Viola): $295,000 cash; $150,000 equity; total $445,000 .
| Component | Amount (USD) | Vesting/Notes |
|---|---|---|
| Annual board cash retainer | $100,000 | No meeting fees |
| Non-executive Chairman retainer | $150,000 | Additional to board retainer |
| Committee member retainers | $15,000 (N&CG) | Per committee membership |
| Committee member retainers | $15,000 (Risk) | Per committee membership |
| 2024 Cash earned (Michael T. Viola) | $295,000 | As reported |
| 2024 Equity grant value (Michael T. Viola) | $150,000 | RSUs; annual grant value |
| 2024 Total director compensation (Michael T. Viola) | $445,000 | Cash + Equity |
Performance Compensation
- Director equity structure: Annual RSU grants of $150,000 upon re-election; RSUs vest on the one-year anniversary of grant; no performance metrics tied to director awards disclosed .
| Equity Award Feature | Detail |
|---|---|
| RSU Grant Value (annual) | $150,000 |
| Vesting | 1-year anniversary of grant |
| Performance metrics | None disclosed for director RSUs |
Other Directorships & Interlocks
- Prior external public board: Independent Bank Group (IBTX) until its merger in 2025 .
- Family/Founder interlock: Son of founder Vincent Viola; shares control over Founder Member holdings; not independent .
Expertise & Qualifications
- Electronic trading and market making experience; prior senior trading role at Virtu; experience as public company director (IBTX); finance degree (Pepperdine) .
- Committee focus areas leverage trading/risk background (Risk Committee oversight) .
Equity Ownership
- Beneficial ownership and voting control: Through TJMT Holdings LLC (Founder Member), Teresa Viola and Michael T. Viola share dispositive and voting control; Michael is listed with beneficial ownership of 67,597,894 Class A shares on a fully exchanged and converted basis and 60,091,740 Class B shares (10 votes/share), reflecting 87.1% combined voting power for those holdings; he also directly holds 114,428 Class A shares .
- Unvested director RSUs: As of Dec 31, 2024, Michael held 6,681 unvested RSUs (standard for non-employee directors) .
- Director ownership guideline: Minimum $225,000 after four years of service .
| Ownership Item | Amount/Status |
|---|---|
| Class A beneficial ownership (fully exchanged/converted) | 67,597,894 shares |
| Class B beneficial ownership | 60,091,740 shares |
| Combined voting power (associated holdings) | 87.1% |
| Direct Class A shares | 114,428 shares |
| Control note | Shares controlled via Founder Member (Teresa and Michael T. Viola share control) |
| Unvested RSUs (12/31/2024) | 6,681 units |
| Director ownership guideline | $225,000 minimum after 4 years |
| Pledging | No director pledging disclosed; plan prohibits using pledged shares to satisfy option exercise/withholding |
Governance Assessment
- Independence and controlled status: Virtu’s controlled company structure and Michael’s non-independent status, combined with his membership on N&CG and Risk committees, signal potential governance conflicts (committee decisions may be influenced by controlling shareholders) .
- Attendance and engagement: Board/committee activity was regular (5 board, 5 risk, 4 N&CG meetings in 2024) with minimum attendance thresholds met, suggesting adequate engagement .
- Alignment and incentives: Significant beneficial ownership and control via Founder Member strongly align financial outcomes with the controlling family, but can entrench decision-making; director pay mix includes cash retainers and time-based RSUs without performance conditions, offering limited governance performance linkage for directors .
- Policies: Clawback policy compliant with SEC/Nasdaq rules; hedging policy permits long-term hedging with pre-clearance, which is more permissive than peers and can partially weaken alignment signals; company states no tax gross-ups, a shareholder-friendly practice .
RED FLAGS
- Not independent; familial relationship to founder; participation on non-fully independent N&CG and Risk committees under controlled-company exemptions .
- Concentrated voting control via Founder Member (shared control by Teresa and Michael T. Viola), implying potential entrenchment and reduced minority shareholder influence .
- Hedging policy permits long-term hedging, which can dilute alignment versus policies that prohibit hedging entirely .
Additional related-party/structure notes
- As manager of Virtu Employee Holdco, Michael exercises control over issuable Class A shares for employees and directors (disclaims beneficial ownership except pecuniary interest) .
- LLC agreement and structure include tax distributions and restrictions; management (including Messrs. Viola and Cifu) subject to non-compete and non-solicit for three years after service ends .