Vincent Viola

About Vincent Viola

Vincent Viola is Virtu’s founder and Chairman Emeritus, serving on the board since 2013 (age 69). He previously served as Executive Chairman and Chairman of the Board (2013–2017) and earlier as CEO/Chairman of Virtu and predecessors (since 2008). He is a former Chairman of NYMEX, a principal owner/Chairman/Governor of the Florida Panthers, a West Point graduate (1977) with U.S. Army Airborne/Infantry/Ranger qualifications, and holds a J.D. from New York Law School (1983) . Virtu lists him as a non-independent director; the company’s independent directors are Gambale, Minieri, Cruger, Grano, Nixon, Quick, and Urban .

Past Roles

External Roles

Board Governance

• Independence and family ties: Not independent; his son, Michael T. Viola, serves as non-independent Chairman of the Board and sits on Risk and N&CG Committees, reflecting controlled company dynamics .
• Committee roles: “Board Committees: None” (no Audit, Risk, Compensation, N&CG assignments) .
• Controlled company: Founder Member (affiliate of Mr. Viola) controls >50% of combined voting power; Virtu avails certain Nasdaq governance exemptions (e.g., not required to have majority-independent board; though Compensation Committee is fully independent) .
• Board/committee activity and attendance: 2024 meetings—Board (5), Audit (9), Risk (5), N&CG (4), Compensation (3). No director attended <75% of their applicable meetings (implies Mr. Viola met minimum attendance) .
• Governance rights favoring founder: Until a “Triggering Event” (<25% beneficial ownership by Founder Member), vacancies can be filled by stockholder vote, and directors may be removed with/without cause by majority of outstanding shares—entrenching founder influence .

Fixed Compensation (Director)

Director stock ownership guideline: Non-employee directors must maintain stock ownership ≥$225,000 after 4 years .

Performance Compensation (Director)

• There is no performance-based director compensation (no director bonus/PSU framework). Mr. Viola received no director equity or cash retainers for 2024 .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Mr. Viola in 2025 proxy .
• Prior: Launched Independent Bank Group, Inc. (IBTX; later merged into SouthState), but proxy cites launch rather than current directorship .
• Internal interlocks: CEO Douglas Cifu serves as Vice Chairman/Partner/Alternate Governor of the Florida Panthers, an entity owned by Mr. Viola—indicates close extra-corporate ties between founder and CEO .
• Governance vehicles: Mr. Viola is manager of Virtu Employee Holdco (holds units on behalf of directors/key employees), exercising voting/dispositive control over those units’ corresponding Class A issuable shares (2.2% on fully exchanged basis), though he disclaims beneficial ownership except pecuniary interest .

Expertise & Qualifications

• Domain expertise: Electronic trading/market making pioneer; former NYMEX Chair; deep market structure knowledge .
• Leadership: Founder with long-tenured strategic oversight of Virtu .
• Education: B.S., U.S. Military Academy (1977); U.S. Army Airborne/Infantry/Ranger; J.D., New York Law School (1983) .

Equity Ownership

Insider Trades

Related-Party Exposure and Control Provisions

• Amended & Restated Virtu Financial LLC Agreement: So long as affiliates of Mr. Viola own units/shares, Virtu Inc. is restricted from engaging in business beyond ownership/management of Virtu Financial and subsidiaries without consent of such holders—preserves founder influence on corporate scope .
• Tax Receivable Agreements (TRAs): Virtu pays 85% of realized tax savings to certain pre-IPO holders, including the Founder Member (affiliated with Mr. Viola), creating an ongoing cash flow to founder-related entities tied to basis step-ups/exchanges .
• Controlled-company provisions: Until “Triggering Event” (<25% ownership by Founder Member), founder-affiliated holders maintain additional rights on director removals and vacancy fills, reinforcing control .

Governance Assessment

• Strengths

  • Founder’s deep market microstructure expertise can aid risk oversight and strategic positioning in volatile trading environments .
  • High ownership alignment: economic exposure via substantial beneficial ownership; no director fees/equity grants materially reduce cash-based conflicts at the board level .

• RED FLAGS / Risks

  • Controlled company with concentrated voting power (87.1%) at Founder Member creates entrenchment risk; minority shareholder influence is structurally limited .
  • Family relationship: Non-independent Chairman (Michael T. Viola, Mr. Viola’s son) sits on key committees (Risk; N&CG), which may constrain independent oversight despite independent Compensation Committee .
  • Related-party economics via TRAs and LLC Agreement give founder-associated entities continuing cash/tax benefits and consent rights—potentially divergent from minority shareholders’ interests .
  • Hedging permitted (with pre-clearance) for directors under policy—while discouraged, allowance of long-term hedging can dilute alignment signals if used .
  • CEO’s concurrent senior role with founder-owned Florida Panthers indicates extra-corporate interlocks and potential time/conflict considerations (though permitted under CEO agreement) .

• Mitigants

  • Compensation Committee fully independent; majority of current directors deemed independent; Audit Committee fully independent and reviews related party transactions .
  • No gross-ups; adoption of Dodd-Frank compliant clawback; limited perquisites policy .

• Attendance/Engagement Signal

  • Company disclosed no director fell below 75% attendance for 2024 board/committee meetings, indicating minimum engagement standards were met .

Implications: For investors, Mr. Viola’s involvement signals strong founder stewardship and industry acumen but comes with pronounced control and related-party structures. Scrutiny should focus on capital allocation decisions (incl. TRA impacts), committee independence in practice (especially Risk/N&CG with family presence), and any evolution toward reduced founder control post-Triggering Event thresholds .