VIRTU FINANCIAL INC CLASS A (VIRT)
Sector: Financials
2026 Annual Meeting Analysis
VIRTU FINANCIAL INC CLASS A · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Mr. Simons joined the board in August 2025 (less than 24 months ago), making him exempt from the TSR underperformance trigger under policy; he brings deep relevant experience as a long-tenured Virtu technologist and has appropriate qualifications as CEO.
VIRT's 3-year price return of +188.5% outperforms the XLF sector ETF by +123.8 percentage points, well above the 65pp threshold required to trigger an against vote for strong-positive TSR; Mr. Grano has extensive relevant financial services experience and no overboarding, attendance, or independence concerns are identified.
VIRT's 3-year price return of +188.5% outperforms XLF by +123.8 percentage points, clearing the 65pp threshold with no TSR trigger; Ms. Minieri is a CPA with senior financial services experience and sits on the Audit Committee, satisfying financial expertise requirements.
All three Class II director nominees pass policy screens: the company's stock has dramatically outperformed its sector benchmark (XLF) over three years (+123.8pp vs. the 65pp strong-positive threshold), no overboarding issues exist, all nominees have relevant qualifications, and meeting attendance was 100% for all directors in 2025.
Say on Pay
✓ FORCEO
Aaron Simons
Total Comp
$16,727,125
Prior Support
N/A
CEO Aaron Simons received total compensation of $16.7 million in 2025, which is elevated but substantially influenced by a one-time $7.5 million sign-on bonus paid in connection with his appointment as CEO in August 2025; absent that one-time payment his underlying ongoing compensation package is more in line with a large-cap financial services CEO benchmark. The pay mix is appropriate: roughly 50% of regular incentive compensation is performance-based (tied to ANTI and adjusted EBITDA targets that were actually achieved at 103% of budget), with meaningful equity components vesting over multi-year periods, and the company's 3-year stock return of +188.5% dramatically outperforms its XLF sector benchmark, confirming strong pay-for-performance alignment. No prior-year Say on Pay support concerns, clawback issues, or excessive fixed pay problems are identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,228,080
Non-Audit Fees
$2,150,418
Non-audit fees (audit-related fees of $112,889 plus tax fees of $2,037,529 = $2,150,418) represent approximately 29.8% of audit fees ($7,228,080), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Virtu's size and complexity; auditor tenure is not disclosed so the tenure trigger cannot fire per policy.
Overall Assessment
Virtu Financial's 2026 annual meeting ballot contains three standard proposals — director elections, Say on Pay, and auditor ratification — all of which pass applicable policy screens and receive FOR vote determinations. The company's exceptional 3-year stock performance (+188.5% vs. XLF's +64.7%) removes any TSR-based concerns for directors, executive pay is substantially performance-linked with bonuses tied to financial targets that were achieved, and PwC's non-audit fee ratio of approximately 30% is well within acceptable limits.