Virginia Gambale
Virtu FinancialAbout Virginia Gambale
Independent director at Virtu Financial since January 2020; age 65 as of the 2025 proxy. Background spans CIO roles at Merrill Lynch and Bankers Trust Alex Brown, investment partner positions at Deutsche Bank Capital and ABS Ventures, and currently Managing Partner of Azimuth Partners LLC. Education: B.S., New York Institute of Technology–Old Westbury. Board tenure: ~5 years; committee membership: Risk Committee; independence: Board has determined Ms. Gambale is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch | Chief Information Officer | Prior to 1999 (dates not specified) | Senior tech leadership in financial services |
| Bankers Trust Alex Brown | Chief Information Officer | Prior to 1999 (dates not specified) | Senior tech leadership in investment banking |
| Deutsche Bank Capital | Investment Partner | 1999–2003 | Growth investing in finance/tech |
| ABS Ventures | Investment Partner | 1999–2003 | Venture investing |
| First Derivatives | Director (past) | Not disclosed | Financial technology board experience |
| JetBlue Airways Corp. | Director (past) | Not disclosed | Public company board experience |
| Piper Jaffray Companies | Director (past) | Not disclosed | Investment bank board experience |
| Regis Corp. | Director (past) | Not disclosed | Consumer services board experience |
| IQ Financial | Director (past) | Not disclosed | Wealth management board experience |
| Synchronoss Technologies | Director (past) | Not disclosed | Technology board experience |
| Motive, Inc. | Director (past) | Not disclosed | Technology board experience |
| Workbrain | Director (past) | Not disclosed | Technology board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nutanix, Inc. (NASDAQ: NTNX) | Director | Current | Technology expertise relevant to cybersecurity/cloud |
| Jamf Holding Corp. (NASDAQ: JAMF) | Director | Current | Enterprise software oversight |
| Evertec Inc. (NYSE: EVTC) | Director | Current | Payments/fintech oversight |
| NACD Risk Oversight Advisory Council | Member | Current | Risk governance thought leadership |
| Juilliard School | Trustee | Current | Non-profit governance |
Board Governance
- Independence: The board determined that Ms. Gambale and a majority of directors are “independent” under Nasdaq rules; Virtu is a “controlled company,” which permits exceptions to certain Nasdaq governance requirements. Despite this, Compensation Committee is fully independent; Risk Committee need not be fully independent and includes a non-independent member (Michael T. Viola) .
- Committees: Risk Committee member (focus on cybersecurity/IT risk; trading, capital, liquidity; enterprise risk). Risk Committee held 5 meetings in 2024 (4 regular, 1 special) .
- Attendance: In 2024, no director attended fewer than 75% of board and applicable committee meetings; the board held 5 meetings, Audit 9, Risk 5, Nominating & Corporate Governance 4, Compensation 3 .
- Leadership structure: Separate Chair (Michael T. Viola) and CEO (Douglas Cifu) roles .
Fixed Compensation
- Standard non-employee director pay for 2024:
- Cash retainer: $100,000; no meeting fees .
- Committee member retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Risk $15,000 .
- Committee chair retainers: Audit $40,000; Compensation $30,000; Nominating & Corporate Governance $30,000; Risk $30,000 .
- Chair of the Board retainer: $150,000 .
| Item | Amount | Source |
|---|---|---|
| Virginia Gambale – Fees Earned/Paid in Cash (FY2024) | $130,000 | |
| Standard Annual Cash Retainer | $100,000 | |
| Risk Committee Member Retainer | $15,000 |
Notes: Ms. Gambale’s 2024 cash total exceeded $115,000 (base + Risk member retainer), indicating additional committee-related compensation during the period; specific roles beyond Risk membership are not identified in the proxy .
Performance Compensation
- Equity: Annual RSU grant upon re-election valued at $150,000; vests on the one-year anniversary of grant .
- Outstanding as of 12/31/2024: 6,681 unvested RSUs for each non-employee director, including Ms. Gambale .
| Metric | Structure | Grant Value | Vesting | Outstanding (12/31/2024) |
|---|---|---|---|---|
| Director RSU | Annual grant upon re-election | $150,000 | One-year cliff vest | 6,681 RSUs |
Performance metrics tied to director compensation: None disclosed for director equity (no PSUs/TSR or operational targets referenced) .
Other Directorships & Interlocks
| Company | Role | Industry Overlap/Interlocks | Notes |
|---|---|---|---|
| Nutanix (NTNX) | Director | Technology/cloud; potential cybersecurity knowledge transfer | Current |
| Jamf (JAMF) | Director | Enterprise software/security; potential tech governance insights | Current |
| Evertec (EVTC) | Director | Payments/transaction processing; fintech risk perspective | Current |
- No related-party transactions involving Ms. Gambale are disclosed; Audit Committee oversees related-party review .
- Virtu’s “controlled company” structure may influence committee independence; Risk Committee includes a non-independent member (Michael T. Viola) .
Expertise & Qualifications
- Technology and financial services leadership (former CIO at Merrill Lynch and Bankers Trust Alex Brown; venture/investment experience at Deutsche Bank Capital and ABS Ventures) .
- Current tech and fintech board roles (Nutanix, Jamf, Evertec) align with Virtu’s risk oversight needs in cybersecurity, information security, and enterprise risk .
- Recognized in risk governance communities (NACD Risk Oversight Advisory Council) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A (fully exchanged) | Notes |
|---|---|---|---|
| Virginia Gambale | 24,122 | * (less than 1%) | As of April 11, 2025 |
| Unvested RSUs (Director) | 6,681 | N/A | As of Dec 31, 2024 |
- Director stock ownership guidelines: After 4 years of service, minimum stock ownership equal to $225,000; compliance status for Ms. Gambale is not explicitly stated in the proxy .
- Pledging/hedging: No pledging by Ms. Gambale disclosed; general policies not detailed in cited sections .
Governance Assessment
-
Strengths:
- Independent director with deep technology and risk oversight experience, matching the Risk Committee’s focus on cybersecurity/IT and trading/capital/liquidity risk .
- Board reported sufficient attendance (≥75%) in 2024; clear committee charters; separation of Chair and CEO .
- Director compensation mix leans slightly toward equity for Ms. Gambale (cash $130k vs. equity $150k; ~46% cash / ~54% equity), supporting alignment with shareholders .
-
Cautions/RED FLAGS:
- Controlled company status permits exceptions to Nasdaq governance requirements; Risk Committee not required to be fully independent and includes a non-independent member (Michael T. Viola), which can dilute independent risk oversight where Ms. Gambale serves .
- Ownership guideline ($225,000 minimum after 4 years) is disclosed, but the proxy does not state Ms. Gambale’s compliance status; beneficial ownership is <1% and RSUs are unvested as of year-end—investors may seek confirmation of guideline compliance and any hedging/pledging restrictions .
-
Overall: Ms. Gambale’s technology/risk credentials are well-suited to Virtu’s Risk Committee remit; however, the controlled company framework and partial committee independence deserve monitoring. No related-party transactions or attendance issues are disclosed for Ms. Gambale, and her compensation mix favors equity, indicating reasonable alignment .