Virtu Financial, Inc DEF 14A, filed Apr 23, 2025

Virtu Financial, Inc. (VIRT)

DEF 14A 2025-04-23 For: 2025-06-02

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Added on June 12, 2026

About this DEF 14A

Virtu Financial, Inc filed this DEF 14A on April 23, 2025.

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	PROXY STATEMENT SUMMARY					1
	PROPOSAL 1: ELECTION OF DIRECTORS					5
	CORPORATE GOVERNANCE					13
	PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS					22
	PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS					23
	EXECUTIVE COMPENSATION					24
	COMPENSATION COMMITTEE REPORT					24
	COMPENSATION DISCUSSION AND ANALYSIS					24
	CEO PAY RATIO DISCLOSURE					48
	COMPENSATION OF DIRECTORS					49
	PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					50
	INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					51
	AUDIT COMMITTEE REPORT					53
	PROPOSAL 5: APPROVAL OF VIRTU FINANCIAL, INC. SECOND AMENDED AND RESTATED 2015 MANAGEMENT INCENTIVE PLAN					54
	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					63
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					66
	DELINQUENT SECTION 16(A) REPORTS					71
	ADDITIONAL INFORMATION					72
	GENERAL INFORMATION					74

	DATE:			Monday, June 2, 2025			LOCATION OF ANNUAL MEETING:			Virtual Annual Meeting accessible at www.virtualshareholdermeeting.com/VIRT2025
	TIME:			9:00 AM (Eastern Time)

Items of Business		Board Recommendation
1	To elect three directors to our board of directors, each to serve as a Class I director for a term of three years expiring at the annual meeting of stockholders to be held in 2028 and until such director’s successor has been duly elected and qualified.	FOR each Nominee
2	To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement.	FOR
3	To approve, on an advisory basis, the frequency (every one, two or three years) of future advisory votes to approve the compensation of our named executive officers.	FOR
4	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR
5	To approve the Second Amended Plan to increase the number of shares authorized for issuance thereunder, extend the expiration date thereof and remove certain provisions related to Section 162(m) of the Code that are no longer applicable.	FOR


INTERNET	TELEPHONE	MAIL	VIRTUAL ANNUAL MEETING
Visit www.proxyvote.com to vote via the Internet.	Call toll-free 1-800-690-6903 in the United States or from foreign countries from any touch-tone telephone and follow the instructions.	Follow the instructions in your proxy materials.	All stockholders as of the close of business on the Record Date can vote electronically at the virtual Annual Meeting.

Name and Primary Occupation	Director or Officer Since	Age	Independent	Committee Membership
Name and Primary Occupation	Director or Officer Since	Age	Independent	Audit	Risk	Compensation	N&CG
Vincent Viola Founder and Chairman Emeritus	2015	69
Douglas A. Cifu Chief Executive Officer and Director	2013	59
Michael T. Viola Chairman of the Board of Directors	2016	38
William F. Cruger, Jr. Director	2015	66
Virginia Gambale Director	2020	65
Joseph J. Grano, Jr. Director	2017	77
Joanne M. Minieri Director	2021	64
John D. Nixon Director	2015	69
Christopher C. Quick Director	2016	67
David J. Urban Director	2018	61
Stephen Cavoli Executive Vice President, Markets	2017	56
Brett Fairclough Co-President and Co-Chief Operating Officer	2019	42
Joseph Molluso Co-President and Co-Chief Operating Officer	2020	56
Cindy Lee Executive Vice President, Chief Financial Officer and Treasurer	2024	40

WHAT WE DO		WHAT WE DON’T DO
	Pay for performance: A portion of the compensation program for named executive officers is designed to encourage the executives to remain focused on both our short-term and long-term operational success and to reward outstanding individual performance.		No IRC Section 280G or 409A tax gross-ups: We do not provide tax gross-ups under our change in control provisions or deferred compensation programs.
	Align Incentives with Stockholders: Our executive compensation program is designed to focus our named executive officers on our key strategic, financial and operational goals that will translate into long-term value creation for our stockholders.
	Limited perquisites: We provide limited, reasonable perquisites that we believe are consistent with our overall compensation philosophy.
	Independent Governance: Our board of directors is currently majority independent and although we are not required to have fully independent Compensation and Nominating and Corporate Governance Committees, our Compensation Committee is fully independent.

	William F. Cruger, Jr.			Independent Director Age: 66			Board Committees • Audit • Risk			Director Since 2015
	BACKGROUND Mr. Cruger became a member of our board of directors in April 2015 and was previously a member of the board of directors of Virtu Financial LLC (“Virtu Financial”), which is a subsidiary of the Company and was the entity through which we conducted our business prior to our initial public offering. From 1982 to 2013, he held a number of senior positions at J.P. Morgan and Co., a global investment bank. Mr. Cruger was Managing Director in the Financial Institutions group from 1996 to 2011, and then served as Vice Chairman of Investment Banking at J.P. Morgan and Co., where he was responsible for key client relationships on a global basis. During this time, he also oversaw the rationalization of the firm’s private equity investments in trading platforms and related ventures at Lab Morgan from 2000 to 2001. Prior to this, Mr. Cruger ran the firm’s investment banking practices in Japan from 1991 to 1996, Latin America from 1989 to 1991, and Emerging Asia from 1984 to 1988. Mr. Cruger currently serves on the board of MarketAxess Holdings Inc., a financial technology company (Nasdaq:MKTX) and M&T Bank Corporation, a bank holding company (NYSE:MTB) (“M&T Bank”), and has previously served on the boards of Archipelago Holdings, Inc., an electronic stock market, CreditTrade, Inc., a fixed income broker and trading platform, Capital IQ, Inc., a financial data and analytics company and People’s United Financial, Inc. (Nasdaq:PBCT) (which was a bank holding company prior to its acquisition by M&T Bank). He has an M.B.A. from Columbia University and a B.A. from Clark University. QUALIFICATIONS Mr. Cruger’s diverse experience in investment banking at a global financial services firm and his extensive experience in financial markets and financial leadership adds significant value to our board of directors.

	Christopher C. Quick			Independent Director Age: 67			Board Committees • Compensation • N&CG			Director Since 2016
	BACKGROUND Mr. Quick became a member of our board of directors in April 2016. Mr. Quick has more than 30 years of experience in the securities and financial services industries. He is the former CEO of Banc of America Specialist, Inc., a wholly owned subsidiary of Bank of America Corporation and member firm of the New York Stock Exchange (“NYSE”). He served in this capacity until 2006. He is also a past Vice Chairman of Global Wealth and Investment Management with Bank of America. From 1982 to 2004, he served as Chairman and Chief Executive Officer of floor-based trading firms Q&R Specialist, JJC Specialist and Fleet Specialists where he remained following the firm’s acquisition by Bank of America Corporation. He is a member of the board of directors of Mutual of America, a provider of retirement services and investments and a Trustee of Fairfield University. He is also a former member of the NYSE Board of Directors, the board of directors of KCG Holdings, Inc. (“KCG”), a market making and electronic trading firm which we acquired in 2017, the board of directors of The Alfred E. Smith Memorial Foundation Inc., and the Board of Trustees for the Boys Club of New York. Mr. Quick received a B.S. in Finance from Fairfield University in 1979. QUALIFICATIONS Mr. Quick’s qualifications to serve on our board of directors include his significant experience in the financial services and securities industries, including in the specialist business, and in senior leadership roles and his substantial experience with post-merger and acquisition integration matters.

	Vincent Viola			Director Age: 69			Board Committees None			Director Since 2013
	BACKGROUND Mr. Viola is our founder and has served as a member and Chairman Emeritus of our board of directors since July 2017. From November 2013 until July 2017, Mr. Viola served as our Executive Chairman and Chairman of our board of directors. He previously served as Chief Executive Officer and Chairman of the board of directors of Virtu and its predecessors since April 2008. Mr. Viola is one of the nation’s foremost leaders in electronic trading. He was the founder of Virtu Financial Operating LLC (“Virtu East”) in 2008, a founder of Madison Tyler Holdings, LLC (“Madison Tyler Holdings”) in 2002 and is the former Chairman of the New York Mercantile Exchange (“NYMEX”), a commodities exchange. Mr. Viola started his career in the financial services industry on the floor of the NYMEX and became Vice Chairman from 1993 to 1996 and Chairman from 2001 to 2004. Mr. Viola has launched a number of successful businesses during his career, including Virtu and Independent Bank Group Inc., a regional banking group in Texas that was listed on Nasdaq (IBTX) until its merger with SouthState Corporation. Shortly after September 11, 2001, Mr. Viola was instrumental in founding the Combating Terrorism Center at West Point. Mr. Viola is currently the principal owner and serves as the Chairman and Governor for the Florida Panthers Hockey Club and its parent company, Sunrise Sports & Entertainment LLC. Mr. Viola graduated from the U.S. Military Academy at West Point in 1977. He later graduated from the U.S. Army Airborne, Infantry and Ranger Schools and served in the 101st Airborne Division. In 1983, he graduated from New York Law School. QUALIFICATIONS Mr. Viola’s extensive business experience in the financial services industry provides our board of directors with valuable knowledge and experience in the electronic trading and market making business. In addition, as our founder, Mr. Viola has successfully led Virtu since its inception and provides our board of directors with valuable insight regarding strategic decisions and the future direction of our Company.

	Douglas A. Cifu			Chief Executive Officer and Director Age: 59			Board Committees None			Director Since 2013
	BACKGROUND Mr. Cifu has been our Chief Executive Officer and a member of our board of directors since November 2013. He previously served as Virtu’s President and Chief Operating Officer and has served on its board of directors or the boards of its predecessors since co-founding the firm in April 2008. Prior to co-founding Virtu, Mr. Cifu was a partner at the international law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, where he practiced corporate law from 1990 to 2008 and served as a member of the Management Committee and Deputy Chairman of the firm’s corporate department. Mr. Cifu also previously served on the board of directors of Independent Bank Group, Inc. (Nasdaq: IBTX), a regional bank holding company and the U.S. Chamber of Commerce. Mr. Cifu also serves as Vice Chairman, Partner and Alternate Governor for the Florida Panthers Hockey Club and its parent company, Sunrise Sports & Entertainment LLC. Mr. Cifu completed his J.D. at Columbia Law School in 1990 and received his B.A. from Columbia University in 1987, from which he graduated magna cum laude. QUALIFICATIONS Mr. Cifu’s extensive experience in global financial markets and market structure, his leadership acumen and his background as a corporate attorney add significant value to our Company and our board of directors. As a co-founder, Mr. Cifu has successfully led Virtu since its inception and provides our board of directors with valuable insight regarding strategic decisions and the future direction of our Company.

Joseph J. Grano, Jr.	Independent Director Age: 77	Board Committees • Audit • Compensation	Director Since 2017
BACKGROUND Mr. Grano, Jr. became a member of our board of directors in October 2017. Mr. Grano has more than 30 years of experience in the securities and financial services industries. Since 2005, Mr. Grano has served as the Principal Partner of the JJG Family Office, which primarily engages in advisory services. From 2001 to 2004, he was Chairman and CEO of UBS Financial Services Inc. (formerly UBS PaineWebber), where he was instrumental in helping to bring about the merger of PaineWebber with UBS in 2000. Prior to joining PaineWebber, he held various senior management positions with Merrill Lynch & Co., a brokerage firm, including Director of National Sales. Mr. Grano previously served as Chairman of the Board of Governors of the National Association of Securities Dealers (NASD) (predecessor to the Financial Industry Regulatory Authority (FINRA)) and was formerly a member of the NASD’s Executive Committee. In addition to his industry experience, Mr. Grano serves as a member of the City University of New York’s Business Leadership Council and President of the Advisory Board of Law Enforcement Against Drugs, and from 2002 until 2005 served as the Chairman of the Homeland Security Advisory Council. He has also previously served as the Vice Chairman of the Queens College Foundation Board of Trustees and has previously sat on the board of directors of the YMCA of Greater New York and on the board of Lenox Hill Hospital, among his other civic and philanthropic endeavors.
Mr. Grano holds honorary Doctor of Laws degrees from Pepperdine University and Babson College as well as an honorary Doctor of Humane Letters degree from Queens College. In addition to being one of the financial services industry’s leading executives, Mr. Grano is involved in a wide range of educational and philanthropic endeavors. Mr. Grano also served in the U.S. Special Forces (Green Berets). He also won a Tony Award as a producer of the record-setting musical Jersey Boys. Mr. Grano is the author of the book You Can’t Predict A Hero which was on Businessweek’s best seller list in 2009. QUALIFICATIONS Mr. Grano’s previous senior leadership roles in the financial securities industry and public company experience provide a valuable insight regarding strategic decisions and add value to our board of directors.

	Joanne M. Minieri			Independent Director Age: 64			Board Committees • Audit • N&CG			Director Since 2021
	BACKGROUND Ms. Minieri became a member of our board of directors in April 2021. She has more than 35 years’ experience in senior leadership positions in real estate and financial services. She previously served as Chief Operating Officer of Development and Constructive Services and as Senior Executive Vice President and Senior Managing Director at RXR Realty (“RXR”) from October 2018 until February 2024. Earlier in her career, she served as President and Chief Operating Officer of Forest City Ratner Companies, overseeing billions of dollars of development, and as Deputy County Executive and Commissioner for Suffolk County Economic Development and Planning, as well as in leadership roles in professional accounting, tax and consulting services. Since 2024 she has served as the founder and principal of JONEE 1212, a consulting and advisory firm. Ms. Minieri has served on the board of local government development organizations and currently serves on numerous public and private boards including Trinity Place Holdings, Inc. and the Girl Scouts of Greater NY. She is a Certified Public Accountant and holds a B.B.A. from Hofstra University. QUALIFICATIONS Ms. Minieri’s previous experience in senior leadership positions in financial services and public company experience adds significant value to our board of directors.

	Virginia Gambale			Independent Director Age: 65			Board Committees • Risk			Director Since 2020
	BACKGROUND Ms. Gambale became a member of our board of directors in January 2020. Ms. Gambale is Managing Partner of Azimuth Partners LLC, a technology advisory firm facilitating the growth and adoption of emerging technologies for financial services, consumer and technology companies. Prior to starting Azimuth Partners in 2003, Ms. Gambale was an Investment Partner at investment bank Deutsche Bank Capital and ABS Ventures, a venture capital firm, from 1999 to 2003. Prior to that, Ms. Gambale held the position of Chief Information Officer at Bankers Trust Alex Brown, an investment banking firm, and Merrill Lynch. Ms. Gambale currently serves on the board of Nutanix, Inc, (Nasdaq: NTNX), Jamf Holding Corp., (Nasdaq: JAMF) and Evertec Inc. (NYSE: EVTC) and serves on the NACD Risk Oversight Advisory Council and the Juilliard School Board of Trustees. She has also served on numerous international public and private boards including First Derivatives, a financial technology company, JetBlue Airways Corp., an airline company, Piper Jaffray Companies, an investment bank, Regis Corp., a hair salon operator, IQ Financial, a wealth management firm, and technology companies Synchronoss Technologies, Motive, Inc., and Workbrain, among others. Ms. Gambale holds a B.S. from New York Institute of Technology-Old Westbury. QUALIFICATIONS Ms. Gambale’s previous experience in senior leadership positions in finance and technology and previous services on the boards of other public companies adds significant value to our board of directors.

	John D. Nixon			Independent Director Age: 69			Board Committees • Audit • N&CG			Director Since 2015
	BACKGROUND Mr. Nixon became a member of our board of directors in May 2015. Mr. Nixon has more than 30 years of international experience in the interdealer broker industry with ICAP plc (“ICAP”) and, previously, with Tullett Prebon. He served as a non-executive director of ICAP from 1998 to 2002 and served as executive director from May 2008 until his retirement in March 2015. Mr. Nixon was a member of ICAP’s Global Executive Management Group from 2003 to 2015 with responsibility during that period for business divisions and strategic acquisitions. He represented the ICAP Americas businesses to the ICAP board, was chairman of the i-Swap business and had been responsible for the implementation of the ICAP Swap Execution Facility. In addition to serving on our board, Mr. Nixon serves as our representative on the board of Eris Innovations Holdings LLC, a financial technology company, as a senior financial services advisor to Temasek USA, a global investment company and as a member of the board of directors of Eastdil Secured, global real estate investment bank, on behalf of Temasek. Mr. Nixon holds a degree in Commerce from Queen’s University, Ontario. QUALIFICATIONS Mr. Nixon’s extensive business experience in the interdealer broker industry as well as his operational and strategic expertise in the financial services industry adds significant value to our board of directors.

	David J. Urban			Independent Director Age: 61			Board Committees • Compensation • Risk			Director Since 2018
	BACKGROUND Mr. Urban has more than 20 years’ experience in senior leadership positions in business and governmental roles, currently serving as Managing Director to BGR Group, a bi-partisan lobbying, strategic communications and business solutions firm, and Senior Advisor to Gothams, a firm designed to augment emergency management response capabilities, since April 2022 and January 2022, respectively and Of Counsel at Torridon Law, a high-profile boutique law-firm since June 2024. Previously, from July 2020 to January 2022, he served as Executive Vice President, North American Corporate Affairs at ByteDance, the parent company of TikTok, a leading social network, and from January 2002 to July 2020, as President of the American Continental Group, a leading bi-partisan government affairs and strategic consulting firm which provided consulting services to diverse organizations including those across the financial services and technology sectors. Mr. Urban previously served as the Chief of Staff for a U.S. Senator, a lawyer in private practice and as an officer in the U.S. Army’s 101st Airborne Division where he was awarded the Bronze Star. Mr. Urban is a member of the National Association of Corporate Directors and serves as a board member at SubCom, a communications systems, Eos Energy Enterprises Inc., an energy storage company (NASDAQ: EOSE) and services company and the Johnny Mac Soldiers Fund. Mr. Urban holds a B.S. from the United States Military Academy at West Point, a J.D. from the Beasley School of Law, Temple University, an M.P.A. from the Fels Institute of Government, University of Pennsylvania, a Certificate in Leading Sustainable Corporations from the Saide Business School, University of Oxford, and a Certificate in Geopolitical Analysis from Stratfor/Florida Atlantic University. QUALIFICATIONS Mr. Urban’s governmental relations experience and his previous industry leadership service adds significant value to our board of directors.

	Michael T. Viola			Director Age: 38			Board Committees • N&CG • Risk			Director Since 2016
	BACKGROUND Mr. Viola became a member of our board of directors in April 2016 and was appointed Chairman in April 2023. Mr. Viola previously served the Company in a variety of roles since 2011, most recently as a senior trader focused on foreign exchange products and global commodities. Since 2016, Mr. Viola has served as the President of the Viola family’s private investment office, located in New York City. In addition, Mr. Viola previously served as a member of the board of directors of Independent Bank Group, Inc., a bank holding company, (Nasdaq: IBTX), prior to its merger with SouthState Corporation in 2025, and serves on the boards of several other private companies and non-profit organizations. Mr. Viola holds a B.S. in Finance from Pepperdine University. QUALIFICATIONS Mr. Viola’s significant experience in electronic market making and his experience as the director of another public company adds significant value to our board of directors.

	Stephen Cavoli			Executive Vice President, Markets Age: 56						Officer Since 2017
	BACKGROUND Mr. Cavoli has been our Executive Vice President, Markets since December 2017, and previously served as our Senior Vice President, Strategy and Market Development since September 2015. Prior to joining Virtu, Mr. Cavoli was a Managing Director at Morgan Stanley, an investment bank and financial services company in the electronic trading group, where he served in various roles from April 2004 to September 2015. Mr. Cavoli previously held positions at Instinet, an institutional, agency-only broker, where he focused on U.S. equities trading and execution. Mr. Cavoli graduated from the U.S. Military Academy at West Point in 1992 and has served as an Infantry Officer in the United States Army.

	Brett Fairclough			Co-President and Co-Chief Operating Officer Age: 42						Officer Since 2019
	BACKGROUND Mr. Fairclough was appointed our Co-President and Co-Chief Operating Officer in May 2020. Mr. Fairclough has been an employee of the Company and its predecessors since 2007, previously serving as the Company’s Executive Vice President, Chief Operating Officer and Global Head of Business Development in 2019, as well as Managing Director of Asia Pacific and Chief Executive Officer of Virtu Financial Singapore Pte. Ltd., the Company’s Singapore-based subsidiary, since 2014. Prior to that, he served as Chief Compliance Officer of the Company’s broker-dealer subsidiaries. He has also worked closely with exchanges and other industry participants to foster the growth and development of securities markets globally. Mr. Fairclough received a B.A. from the University of California at Los Angeles.

	Joseph A. Molluso			Co-President and Co-Chief Operating Officer Age: 56						Officer Since 2020
	BACKGROUND Mr. Molluso was appointed our Co-President and Co-Chief Operating Officer in May 2020. Mr. Molluso joined Virtu in November 2013 as Chief Financial Officer. After a brief departure in September 2019 to serve as Chief Financial Officer of Capitolis, a financial technology company, Mr. Molluso rejoined Virtu in 2020. Prior to joining Virtu, Mr. Molluso was a Managing Director in Investment Banking at J.P. Morgan from March 2006 to November 2013, where he provided strategic advice to financial institutions with a focus on market structure related companies. He previously served as a member of the Board of Directors of The Depository Trust & Clearing Corporation. Mr. Molluso started his career as an investment banker specializing in financial services companies in 1997 at Donaldson, Lufkin & Jenrette, an investment bank, and its successor, Credit Suisse, a global investment bank, where he helped establish the global financial technology group. Mr. Molluso received his M.B.A. from New York University in 1997 and his B.B.A. from Pace University in 1991.

	Cindy Lee			Executive Vice President and Chief Financial Officer Age: 40						Officer Since 2024
	BACKGROUND Ms. Lee was appointed our Executive Vice President and Chief Financial Officer in August 2024. Ms. Lee joined Virtu in 2011 and has served as the Global Controller and Deputy Chief Financial Officer at Virtu. She holds a Master of Science in Accounting and a Bachelor of Science in Accounting from the University of Connecticut School of Business. Prior to joining Virtu, Ms. Lee started her career at Deloitte & Touche as an Audit Accountant. Ms. Lee is a Certified Public Accountant.

	Douglas A. Cifu			Chief Executive Officer
	Joseph Molluso			Co-President and Co-Chief Operating Officer
	Brett Fairclough			Co-President and Co-Chief Operating Officer
	Stephen Cavoli			Executive Vice President, Markets
	Cindy Lee			Executive Vice President and Chief Financial Officer(1)
	Sean P. Galvin			Former Executive Vice President and Chief Financial Officer(2)

Compensation Element	Brief Description	Objectives
Base Salary	Fixed compensation.	Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives.
Annual Cash Bonus	Variable, performance-based cash compensation earned based on financial and individual performance.	Retain and motivate executives to achieve or exceed financial goals and Company objectives.
Annual Equity Awards	Equity and equity-based compensation that is subject to vesting based on (i) continued employment, and (ii) for certain named executive officers, achievement of pre-established financial and operational goals.	The mix of equity and equity-based awards with time-based vesting assists in retention of key talent while also rewarding executives for exceptional performance.
Employee Benefits and Perquisites	Participation in all broad-based employee health and welfare programs and retirement plans.	Aid in retention of key executives in a highly competitive market for talent by providing an overall competitive benefits package.

Name	Cash			Restricted Stock Units			Common Stock			Total 2024 Variable Incentive Compensation
Douglas A. Cifu		$	3,000,000		$	1,800,000		$	1,200,000		$	6,000,000
Joseph Molluso		$	1,500,000		$	900,000		$	600,000		$	3,000,000
Brett Fairclough		$	1,500,000		$	900,000		$	600,000		$	3,000,000
Stephen Cavoli		$	1,500,000		$	900,000		$	600,000		$	3,000,000
Cindy Lee		$	466,690		$	140,000		$	93,000		$	700,000
Sean P. Galvin		$	400,020		$	120,000		$	80,000		$	600,000

Name and Principal Position	Year		Salary			Bonus(1)			Stock Awards			Non-Equity Incentive Plan Compensation			All Other Compensation			Total
Douglas A. Cifu Chief Executive Officer		2024		$	1,200,000		$	1,500,000		$	5,527,500(2)		$	1,500,00(3)		$	135,932(4)		$	9,863,432
		2023		$	1,200,000		$	1,031,250		$	4,974,000(2)		$	1,031,250(3)		$	15,365(4)		$	8,251,865
		2022		$	1,150,000		$	1,250,000		$	7,889,500(2)		$	1,250,000(3)		$	512,761(4)		$	12,052,261
Joseph Molluso Co-President and Co-Chief Operating Officer		2024		$	600,000		$	750,000		$	2,763,750(2)		$	750,000(3)		$	—		$	4,863,750
		2023		$	600,000		$	475,000		$	2,405,750(2)		$	475,000(3)		$	—		$	3,955,750
		2022		$	508,333		$	562,500		$	2,293,500(2)		$	562,500(3)		$	—		$	3,926,500
Brett Fairclough Co-President and Co-Chief Operating Officer		2024		$	600,000		$	750,000		$	2,763,750(2)		$	750,000(3)		$	—		$	4,863,750
		2023		$	600,000		$	475,000		$	2,405,750(2)		$	475,000(3)		$	383,814(5)		$	4,339,564
		2022		$	508,333		$	562,500		$	2,059,500(2)		$	562,500(3)		$	—		$	3,692,833
Stephen Cavoli Executive Vice President, Markets		2024		$	600,000		$	750,000		$	2,763,750(2)		$	750,000(3)		$	—		$	4,863,750
		2023		$	600,000		$	437,500		$	2,330,750(2)		$	437,500(3)		$	—		$	3,805,750
		2022		$	508,333		$	562,000		$	2,059,500(2)		$	562,500(3)		$	—		$	3,692,833
Cindy Lee Chief Financial Officer		2024		$	327,083		$	466,690		$	1,181,110(2)		$	—		$	—		$	1,974,883
Sean P. Galvin Former Chief Financial Officer		2024		$	300,000		$	400,020		$	199,980(2)		$	—		$	—		$	900,000
		2023		$	300,000		$	450,023		$	224,978(2)		$	—		$	—		$	975,000
		2022		$	300,000		$	480,000		$	1,716,350(2)		$	—		$	—		$	2,496,350

Name and Type of Award			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards					Estimated Possible Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stock Units (#)	Grant Date Fair Value of Stock Awards ($)(2)
Name and Type of Award	Grant Date		Threshold ($)	Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)		All Other Stock Awards: Number of Shares of Stock Units (#)	Grant Date Fair Value of Stock Awards ($)(2)
Douglas A. Cifu
Annual Bonus(1)					3,000,000		6,000,000
Restricted Stock Units		2/2/2024									150,000			2,527,500
Joseph Molluso
Annual Bonus(1)					2,000,000		3,000,000
Restricted Stock Units		2/2/2024									75,000			1,263,750
Brett Fairclough
Annual Bonus(1)					2,000,000		3,000,000
Restricted Stock Units		2/2/2024									75,000			1,263,750
Stephen Cavoli
Annual Bonus(1)					2,000,000		3,000,000
Restricted Stock Units		2/2/2024									75,000			1,263,750
Cindy Lee
Annual Bonus(1)
Restricted Stock Units		—			—		—				35,000			947,800
Sean Galvin
Annual Bonus(1)
Restricted Stock Units		—			—		—				—			—

Year	Summary Compensation Table Total for CEO(1)		Compensation Actually Paid to CEO(3)		Average Summary Compensation Table Total for non-CEO Named Executive Officers(2)		Average Compensation Actually Paid to non-CEO Named Executive Officers(4)		Value of Initial Fixed $100 Investment Based On:(5)						Net Income			Adjusted EBITDA (Company – Selected Measure)(7)
Year	Summary Compensation Table Total for CEO(1)		Compensation Actually Paid to CEO(3)						Total Shareholder Return			Peer Group Total Shareholder Return(6)			Net Income			Adjusted EBITDA (Company – Selected Measure)(7)
2024		9,863,432		15,209,440		3,493,227		5,200,672		$	234.78		$	278.21		$	534,535		$	918,685
2023		8,251,865		9,129,803		3,269,016		3,564,802		$	132.35		$	191.92		$	263,921		$	567,767
2022		12,052,261		8,565,816		3,452,212		1,959,138		$	133.33		$	154.67		$	468,332		$	859,123
2021		10,107,261		14,939,149		3,309,375		3,033,721		$	188.33		$	167.66		$	827,234		$	1,301,233
2020		12,263,795		10,840,019		4,152,733		5,679,546		$	164.42		$	130.03		$	1,120,913		$	1,648,049

CEO	2024 (Mr. Cifu)		2023 (Mr. Cifu)		2022 (Mr. Cifu)		2021 (Mr. Cifu)		2020 (Mr. Cifu)
Summary Compensation Table Total		9,863,432		8,251,865		12,052,261		10,107,261		12,263,795
Less, value of “Stock Awards”, as reported in Summary Compensation Table		(5,527,500)		(4,974,000)		(7,889,500)		(6,590,500)		(8,759,525)
Plus, year-end fair value of outstanding and unvested awards granted in the year		7,953,051		4,604,182		4,057,161		3,706,982		3,914,514
Plus, fair value as of vesting date of equity awards granted and vested in the year		818,903		999,677		1,009,158		6,914,549		2,699,019
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years		2,201,421		(7,591)		(371,530)		251,656		478,168
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year		(467,167)		(127,421)		(597,694)		229,648		(27,258)
Plus, dividends or other earnings paid during covered year, prior to vesting date of award		367,300		383,092		305,960		319,551		271,307
Compensation “Actually Paid” to CEO		15,209,440		9,129,803		8,565,816		14,939,149		10,840,019

Non-CEO NEOs	2024		2023		2022		2021		2020
Summary Compensation Table Total		3,493,227		3,269,016		3,452,212		3,309,375		4,152,733
Less, value of “Stock Awards”, as reported in Summary Compensation Table		(1,934,468)		(1,841,807)		(2,032,213)		(1,786,875)		(2,331,500)
Plus, year-end fair value of outstanding and unvested awards granted in the year		2,670,875		1,717,954		638,834		563,080		2,912,547
Plus, fair value as of vesting date of equity awards granted and vested in the year		256,760		369,392		414,794		385,950		883,726
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years		756,036		(4,106)		(620,849)		307,181		24,861
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year		(158,812)		(56,921)		4,997		117,898		224,850
Less, fair value of awards granted prior to covered year that were forfeited during covered year		—		—		—		—		(315,799)
Plus, dividends or other earnings paid during covered year, prior to vesting date of award		117,054		111,276		101,362		137,112		128,129
Average Compensation “Actually Paid” to Non-CEO NEOs		5,200,672		3,564,802		1,959,138		3,033,721		5,679,546

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Unvested Stock Awards (#)		Market Value of Unvested Stock Awards ($)(1)
Douglas A. Cifu		—		—		—		—		16,261(2)		580,192
										75,000(3)		2,676,000
										51,503(5)		1,837,627
										72,899(6)		2,601,036
										150,000(7)		5,352,000
Joseph Molluso		—		—		—		—		8,130(2)		290,078
										37,500(4)		1,338,000
										23,176(5)		826,920
										33,578(6)		1,198,063
										75,000(9)		2,676,000
Brett Fairclough										8,130(2)		290,078
										37,500(4)		1,338,000
										23,176(5)		826,920
										33,578(6)		1,198,063
										75,000(9)		2,676,000
Stephen Cavoli		—		—		—		—		8,130(2)		290,078
										37,500(4)		1,338,000
										23,176(5)		826,920
										30,927(6)		1,103,475
										75,000(9)		2,676,000
Cindy Lee										1,951(2)		69,612
										6,666(2)		237,843
										6,180(5)		220,502
										8,246(6)		294,217
										35,000(8)		1,248,800
Sean P. Galvin		—		—		—		—		15,000(2)		535,200
										2,341(2)		83,527
										6,592(5)		235,203
										7,952(6)		283,727

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(7)		Value Realized on Vesting ($)
Douglas A. Cifu(1)		183,696		3,088,788
Joseph Molluso(2)		88,647		1,490,457
Brett Fairclough(3)		88,104		1,481,368
Stephen Cavoli(4)		86,336		1,451,577
Cindy Lee(5)		17,206		289,921
Sean P. Galvin(6)		25,940		437,089

Name	Executive Contributions in Last FY(1)			Registrant Contributions in Last FY		Aggregate Earnings in Last FY(2)			Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE(3)
Douglas A. Cifu		$	707,902		—		$	7,417,386		—		$	16,661,592
Joseph Molluso		$	332,265		—		$	1,173,769		—		$	2,532,964

Name	Death, Disability, Termination Without Cause or for Good Reason ($)		Death, Disability, Termination Without Cause or for Good Reason 60 Days Prior to or 24 Months Following a Change in Control ($)		Non-Renewal by the Company ($)		Non-Renewal by the Company 60 Days Prior to or 24 Months Following a Change in Control ($)		Resignation without Good Reason
Douglas A. Cifu
Severance		4,268,219(1)		14,260,993(2)		4,268,219(1)		14,260,993(2)		—
Restricted Stock		10,704,000(3)		10,704,000(3)		10,704,000(3)		10,704,000(3)		—
Stock Options		—		—		—		—		—
Joseph Molluso
Severance		896,918(4)		6,449,315(5)		896,918(4)		6,449,315(5)		—
Restricted Stock		5,352,000(6)		5,352,000(6)		5,352,000(6)		5,352,000(6)		—
Stock Options		—		—		—		—		—
Brett Fairclough
Severance		1,455,411(7)		6,573,425(8)		1,455,411(7)		6,573,425(8)		—
Restricted Stock		5,352,000(9)		5,352,000(9)		5,352,000(9)		5,352,000(9)		—
Stock Options		—		—		—		—		—
Stephen Cavoli
Severance		780,411(10)		6,048,425(11)		780,411(10)		6,048,425(11)		—
Restricted Stock		5,352,000(12)		5,352,000(12)		5,352,000(12)		5,352,000(12)		—
Stock Options		—		—		—		—		—
Cindy Lee
Severance		—		—		—		—		—
Restricted Stock		—		—		—		—		—
Stock Options		—		—		—		—		—
Sean P. Galvin
Severance		—		—		—		—		—
Restricted Stock		—		—		—		—		—
Stock Options		—		—		—		—		—

Name	Fees Earned or Paid in Cash ($)(1)		Equity Award(s)(2)(3)		All Other Compensation ($)		Total ($)
Douglas A. Cifu		—		—				—
William F. Cruger, Jr		155,000		150,000		—		305,000
Virginia Gambale		130,000		150,000		—		280,000
Joseph J. Grano, Jr.		135,000		150,000		—		285,000
Joanne M. Minieri		135,000		150,000		—		285,000
John D. Nixon		185,000		150,000		—		335,000
Christopher C. Quick		145,000		150,000		—		295,000
David Urban		130,000		150,000		—		280,000
Michael T. Viola		295,000		150,000		—		445,000
Vincent Viola(4)		—		—		—		—

	2024			2023
Audit fees		$	7,238,500		$	6,928,526
Audit-related fees		$	120,403		$	151,403
Tax fees		$	2,232,182		$	2,119,541
All other fees		$	—		$	—
Total		$	9,591,085		$	9,199,470

Name and Position			Dollar Value						Number of Units
All current non-executive officer directors as a group(1)				$	150,000						—