Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Virtu Financial, Inc. |
Entity Central Index Key | 0001592386 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE The following table presents information required by Item 402(v) of Regulation S-K. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer above to “Executive Compensation — Compensation Discussion and Analysis.” Year Summary CEO(1) Compensation CEO(3) Average Average Value of Initial Fixed $100 Net Income Adjusted EBITDA – Selected Total Peer Group 2022 12,052,261 7,035,066 3,452,212 1,959,138 $ 133.32 $ 154.67 $ 468,332 $ 859,123 2021 10,107,261 14,939,149 3,309,375 3,033,721 $ 188.32 $ 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 (1) Mr. Cifu was our CEO for each of the years presented. (2) Our non-CEO NEOs consisted of Messrs. Molluso, Fairclough, Cavoli, and Galvin for each of the years presented, as well as Mr. Alex Ioffe for fiscal year 2020. (3) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below set forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our CEO during each year in the table: CEO 2022 (Mr. Cifu) 2021 (Mr. Cifu) 2020 (Mr. Cifu) Summary Compensation Table Total 12,052,261 10,107,261 12,263,795 Less, value of “Stock Awards”, as reported in Summary Compensation (7,889,500 ) (6,590,500 ) (8,759,525 ) Plus, year-end fair value of outstanding and unvested awards granted in the year 2,526,411 3,706,982 3,914,514 Plus, fair value as of vesting date of equity awards granted and vested 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 (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 (597,694 ) 229,648 (27,258 ) Plus, dividends or other earnings paid during covered year, prior to vesting date of award 305,960 319,551 271,307 Compensation “Actually Paid” to CEO 7,035,066 14,939,149 10,840,019 (4) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below set forth each adjustment made during each year presented in the table to calculate the average compensation “actually paid” to our non-CEO NEO’s during each year in the table: Non-CEO NEOs 2022 2021 2020 Summary Compensation Table Total 3,452,212 3,309,375 4,152,733 Less, value of “Stock Awards”, as reported in Summary Compensation Table (2,032,213 ) (1,786,875 ) (2,331,500 ) Plus, year-end fair value of outstanding and unvested awards granted in 638,834 563,080 2,912,547 Plus, fair value as of vesting date of equity awards granted and vested in the year 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 (620,849 ) 307,181 24,861 Plus (less), year over year change in fair value of equity awards granted 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 101,362 137,112 128,129 Average Compensation “Actually Paid” to Non-CEO NEOs 1,959,138 3,033,721 5,679,546 (5) Assumes $100 was invested in our Class A Common Stock on December 31, 2019, and that dividends were reinvested on the date of payment without payment of any commissions or consideration of income taxes. (6) The peer group indices used by the Company consists of the NYSE Arca Securities Broker/Dealer Index. The calculation assumes $100 was invested in our Class A Common Stock on December 31, 2019, and that dividends were reinvested on the date of payment without payment of any commissions or consideration of income taxes. (7) “EBITDA” and “Adjusted EBITDA” are non-GAAP financial measures of financial performance. “EBITDA” measures our operating performance by adjusting net income to exclude Financing interest expense on long-term borrowings, Debt issue cost related to debt refinancing, prepayment, and commitment fees, Depreciation and amortization, Amortization of purchased intangibles and acquired capitalized software, and Income tax expense, and “Adjusted EBITDA” measures our operating performance by further adjusting EBITDA to exclude severance, transaction advisory fees and expenses, termination of office leases, charges related to share-based compensation and other expenses, which includes reserves for legal matters, COVID-19 one-time costs and donations and Other, net, which includes gains and losses from strategic investments and the sales of businesses. Reconciliations of Net Income to EBITDA and Adjusted EBITDA are available at https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx. | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (1) Mr. Cifu was our CEO for each of the years presented. (2) Our non-CEO NEOs consisted of Messrs. Molluso, Fairclough, Cavoli, and Galvin for each of the years presented, as well as Mr. Alex Ioffe for fiscal year 2020. | ||
Peer Group Issuers, Footnote [Text Block] | (6) | ||
PEO Total Compensation Amount | $ 12,052,261 | $ 10,107,261 | $ 12,263,795 |
PEO Actually Paid Compensation Amount | $ 7,035,066 | 14,939,149 | 10,840,019 |
Adjustment To PEO Compensation, Footnote [Text Block] | (3) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below set forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our CEO during each year in the table: CEO 2022 (Mr. Cifu) 2021 (Mr. Cifu) 2020 (Mr. Cifu) Summary Compensation Table Total 12,052,261 10,107,261 12,263,795 Less, value of “Stock Awards”, as reported in Summary Compensation (7,889,500 ) (6,590,500 ) (8,759,525 ) Plus, year-end fair value of outstanding and unvested awards granted in the year 2,526,411 3,706,982 3,914,514 Plus, fair value as of vesting date of equity awards granted and vested 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 (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 (597,694 ) 229,648 (27,258 ) Plus, dividends or other earnings paid during covered year, prior to vesting date of award 305,960 319,551 271,307 Compensation “Actually Paid” to CEO 7,035,066 14,939,149 10,840,019 | ||
Non-PEO NEO Average Total Compensation Amount | $ 3,452,212 | 3,309,375 | 4,152,733 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,959,138 | 3,033,721 | 5,679,546 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below set forth each adjustment made during each year presented in the table to calculate the average compensation “actually paid” to our non-CEO NEO’s during each year in the table: Non-CEO NEOs 2022 2021 2020 Summary Compensation Table Total 3,452,212 3,309,375 4,152,733 Less, value of “Stock Awards”, as reported in Summary Compensation Table (2,032,213 ) (1,786,875 ) (2,331,500 ) Plus, year-end fair value of outstanding and unvested awards granted in 638,834 563,080 2,912,547 Plus, fair value as of vesting date of equity awards granted and vested in the year 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 (620,849 ) 307,181 24,861 Plus (less), year over year change in fair value of equity awards granted 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 101,362 137,112 128,129 Average Compensation “Actually Paid” to Non-CEO NEOs 1,959,138 3,033,721 5,679,546 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | CAP versus Total Shareholder Return The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s TSR. This is primarily due to the Company’s use of annual and long-term equity incentives, the value of which are tied directly to stock price performance and the Company’s financial performance. | ||
Compensation Actually Paid vs. Net Income [Text Block] | CAP versus Annual Net Income The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s Net Income. This is primarily due to the Company’s use of quantitative financial performance metrics in determining annual bonus compensation of its named executive officers. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | CAP versus Annual Adjusted EBITDA The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s Adjusted EBITDA. This is primarily due to the Company’s use of quantitative financial performance metrics in determining annual bonus compensation of its named executive officers. | ||
Tabular List [Table Text Block] | Most Important Financial Performance Measures The following provides a list of the financial performance measures that we believe are the most important financial performance measures used to link the compensation awarded to our named executive officers to the Company’s performance. For more information, please see the “Executive Compensation — Compensation Discussion and Analysis” section above. 1. Annual Adjusted EBITDA 2. Adjusted Net Trading Income 3. Adjusted Net Trading Income from Growth Initiatives 4. Adjusted Operating Expenses | ||
Total Shareholder Return Amount | $ 133.32 | 188.32 | 164.42 |
Peer Group Total Shareholder Return Amount | 154.67 | 167.66 | 130.03 |
Net Income (Loss) | $ 468,332 | $ 827,234 | $ 1,120,913 |
Company Selected Measure Amount | 859,123 | 1,301,233 | 1,648,049 |
PEO Name | Mr. Cifu | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Annual Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (7) “EBITDA” and “Adjusted EBITDA” are non-GAAP financial measures of financial performance. “EBITDA” measures our operating performance by adjusting net income to exclude Financing interest expense on long-term borrowings, Debt issue cost related to debt refinancing, prepayment, and commitment fees, Depreciation and amortization, Amortization of purchased intangibles and acquired capitalized software, and Income tax expense, and “Adjusted EBITDA” measures our operating performance by further adjusting EBITDA to exclude severance, transaction advisory fees and expenses, termination of office leases, charges related to share-based compensation and other expenses, which includes reserves for legal matters, COVID-19 one-time costs and donations and Other, net, which includes gains and losses from strategic investments and the sales of businesses. Reconciliations of Net Income to EBITDA and Adjusted EBITDA are available at https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Net Trading Income | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Net Trading Income from Growth Initiatives | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Operating Expenses | ||
Mr. Cifu [Member] | Value of “Stock Awards”, as reported in Summary Compensation Table | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (7,889,500) | $ (6,590,500) | $ (8,759,525) |
Mr. Cifu [Member] | Year-end fair value of outstanding and unvested awards granted in the year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,526,411 | 3,706,982 | 3,914,514 |
Mr. Cifu [Member] | Fair value as of vesting date of equity awards granted and vested in the year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,009,158 | 6,914,549 | 2,699,019 |
Mr. Cifu [Member] | Year over year change in fair value of outstanding and unvested equity awards granted in prior years | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (371,530) | 251,656 | 478,168 |
Mr. Cifu [Member] | Year over year change in fair value of equity awards granted in prior years that vested in the year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (597,694) | 229,648 | (27,258) |
Mr. Cifu [Member] | Dividends or other earnings paid during covered year, prior to vesting date of award | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 305,960 | 319,551 | 271,307 |
Non-PEO NEO [Member] | Value of “Stock Awards”, as reported in Summary Compensation Table | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,032,213) | (1,786,875) | (2,331,500) |
Non-PEO NEO [Member] | Year-end fair value of outstanding and unvested awards granted in the year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 638,834 | 563,080 | 2,912,547 |
Non-PEO NEO [Member] | Fair value as of vesting date of equity awards granted and vested in the year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 414,794 | 385,950 | 883,726 |
Non-PEO NEO [Member] | Year over year change in fair value of outstanding and unvested equity awards granted in prior years | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (620,849) | 307,181 | 24,861 |
Non-PEO NEO [Member] | Year over year change in fair value of equity awards granted in prior years that vested in the year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 4,997 | 117,898 | 224,850 |
Non-PEO NEO [Member] | Dividends or other earnings paid during covered year, prior to vesting date of award | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 101,362 | $ 137,112 | 128,129 |
Non-PEO NEO [Member] | Fair Value of Awards Granted Prior to Covered Year That Were Forfeited During Covered Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (315,799) |