Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of Directors
On January 28, 2020, the Board of Directors (the "Board") of Virtu Financial,
Inc. (the "Company") appointed Ms. Virginia Gambale to serve as a Class III
director. Ms. Gambale will serve as an independent member of the Board. Ms.
Gambale was recommended as a nominee to the Board by the Board's Nominating and
Corporate Governance Committee.
Ms. Gambale has more than 25 years' experience in senior leadership positions in
finance and technology, including serving as Chief Information Officer at
Merrill Lynch, Bankers Trust and Deutsche Bank, as well as leadership roles in
private equity and venture capital firms. Ms. Gambale currently serves as
Managing Partner & Founder of Azimuth Partners, LLC, a strategic advisory firm
specializing in technology innovation. She has served on numerous international
public and private boards including JetBlue, Piper Jaffray, Synchronoss
Technologies, Motive, Workbrain and IQ Financial, among others. Ms. Gambale
holds a B.S. from New York Institute of Technology-Old Westbury.
Ms. Gambale will be compensated for her service as non-employee director in the
manner similar to that described in the Company's Definitive Proxy Statement on
Schedule 14A filed on April 25, 2019 (File No. 001-37352) under "Executive
Compensation - Compensation of our Directors."
In connection with Ms. Gambale's election to the Board, the Company has entered
into an indemnification agreement with Ms. Gambale in substantially the same
form as the indemnification agreement entered into with other directors of the
Company that was previously filed with the SEC as Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (File No. 333-194473). The indemnification
agreement provides, in general, that the Company will indemnify Ms. Gambale to
the fullest extent permitted by law in connection with his service to the
Company or on the Company's behalf.
Following the appointment of Ms. Gambale, the Board consists of twelve
directors. The Company may add one or more new directors as business needs and
opportunities arise.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
99.1 Press release of Virtu Financial, Inc. dated January 29, 2020 *
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Furnished herewith
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