William Cruger Jr.
Virtu FinancialAbout William F. Cruger Jr.
Independent director of Virtu Financial since 2015; age 66. Former Vice Chairman of Investment Banking at J.P. Morgan and Co. and long-tenured financial institutions investment banker with global leadership roles; MBA (Columbia University) and BA (Clark University). Designated by the board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan and Co. | Vice Chairman, Investment Banking | 2011–2013 | Led global key client relationships; senior oversight of firm initiatives |
| J.P. Morgan and Co. | Managing Director, Financial Institutions Group | 1996–2011 | Led FI coverage, capital markets advisory |
| J.P. Morgan and Co. | Ran investment banking in Japan | 1991–1996 | Regional leadership for Japan |
| J.P. Morgan and Co. | Ran investment banking in Latin America | 1989–1991 | Regional leadership for LatAm |
| J.P. Morgan and Co. | Ran investment banking in Emerging Asia | 1984–1988 | Regional leadership for Emerging Asia |
| Lab Morgan (within JPM) | Oversaw rationalization of PE investments in trading platforms | 2000–2001 | Portfolio rationalization in market infrastructure ventures |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MarketAxess Holdings Inc. (Nasdaq: MKTX) | Director | Current (dates not disclosed) | Not disclosed |
| M&T Bank Corporation (NYSE: MTB) | Director | Current (dates not disclosed) | Not disclosed |
| Archipelago Holdings, Inc. | Director (prior) | Not disclosed | Not disclosed |
| CreditTrade, Inc. | Director (prior) | Not disclosed | Not disclosed |
| Capital IQ, Inc. | Director (prior) | Not disclosed | Not disclosed |
| People’s United Financial, Inc. (Nasdaq: PBCT) | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Committees: Audit Committee member; Risk Committee member; board determined independent. Audit Committee financial expert designation.
- Committee meeting cadence (2024): Audit (9 meetings: 4 regular, 5 special); Risk (5 meetings: 4 regular, 1 special); Board met 5 times.
- Attendance: In 2024, no director attended fewer than 75% of board and committee meetings; three directors attended the 2024 annual meeting (individual attendance not specified).
- Director class/tenure: Class I nominee for re-election at 2025 annual meeting; term to expire at 2028 annual meeting if elected; director since 2015.
- Independence context: Virtu is a “controlled company” under Nasdaq rules, but board states majority are independent and Compensation Committee is fully independent.
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid to all non-employee directors; no meeting fees |
| Committee membership retainers | $20,000 (Audit); $15,000 (Risk) | Member retainers for committee service |
| Committee chair retainers | N/A | Audit Chair $40,000; Compensation $30,000; N&CG $30,000; Risk $30,000 (Cruger not disclosed as chair) |
| Total cash earned (Cruger) | $155,000 | As reported for 2024 |
Performance Compensation
| Equity Component | Grant Value (2024) | RSUs Outstanding (12/31/2024) | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (upon re-election) | $150,000 (grant-date fair value) | 6,681 unvested RSUs | Vest on one-year anniversary of grant | RSUs valued per ASC 718; no performance conditions disclosed for directors |
| Options | None disclosed for Cruger | — | — | Options are not part of ordinary course equity strategy; Vincent Viola held vested options, not applicable to Cruger |
No director-specific performance metrics (e.g., revenue/TSR hurdles) are disclosed for director equity; RSUs are time-based.
Other Directorships & Interlocks
- Current public boards: MarketAxess Holdings Inc.; M&T Bank Corporation.
- Compensation Committee interlocks: None—no member of Virtu’s Compensation Committee was an officer/employee, and no Virtu executive serves on other companies’ comp committees/boards where Virtu directors are executives.
Expertise & Qualifications
- Audit Committee financial expert; meets Nasdaq financial sophistication requirement.
- 30+ years in global investment banking with leadership across regions (Japan, Latin America, Emerging Asia) and FI coverage; portfolio oversight experience in trading platforms (Lab Morgan).
- Education: MBA (Columbia), BA (Clark).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Shares Outstanding | Unvested RSUs | Notes |
|---|---|---|---|---|
| William F. Cruger Jr. | 64,091 | ≈0.074% (64,091 ÷ 86,142,860) | 6,681 | Percentage derived from disclosed outstanding shares; table shows “*” for <1% in company presentation |
- Ownership guidelines: After four years of service, non-employee directors must maintain minimum stock ownership of $225,000; individual compliance status not disclosed.
- Hedging/pledging: Securities Trading Policy discourages speculative hedging but permits long-term (≥6 months) hedging transactions subject to pre-clearance; no explicit pledging prohibition disclosed in the provided proxy excerpts.
Governance Assessment
- Board effectiveness: Cruger strengthens audit oversight as a designated audit committee financial expert and independent director; active committee cadence (Audit 9, Risk 5 in 2024) suggests engagement.
- Independence and controlled company considerations: Virtu’s controlled company status allows certain exemptions; however, the board states majority independence and fully independent Compensation Committee—mitigating some governance risk.
- Compensation and alignment: Balanced mix—cash ($155,000) and equity RSUs ($150,000) with one-year vesting supports alignment, though absence of performance-based metrics for director equity reduces at-risk linkage.
- Ownership alignment: Direct beneficial ownership of 64,091 shares (~0.074% of Class A outstanding); plus unvested RSUs (6,681). Per-policy minimum ownership requirement is $225,000 after four years; individual compliance not disclosed.
- Potential conflicts/related-party exposure: Audit Committee reviews and approves related-party transactions under a formal policy; disclosed transactions include services to large shareholders (BlackRock, Vanguard, FMR) and JV/EDX lending, but no Cruger-specific related transactions identified in the proxy excerpts.
- Attendance and engagement: No director attended fewer than 75% of meetings in 2024; indicates baseline engagement, though individual annual meeting attendance is not specified.
Red Flags to Monitor
- Controlled company governance exemptions and presence of a non-independent Risk Committee member (Michael T. Viola) may limit full independence in risk oversight.
- Hedging permitted (with conditions) can weaken alignment versus strict no-hedging policies adopted by many issuers.
- Lack of performance-based metrics for director equity grants means pay is not explicitly tied to shareholder outcomes.