Virtu Financial determines bonus for COO and Exec Vice President
Brett Fairclough, the Company’s Chief Operating Officer and Global Head of Business Development, and Stephen Cavoli, the Company’s Executive Vice President, Markets, will each be eligible to receive annual bonuses with a target bonus opportunity of $1.5 million.
Virtu Financial Inc (NASDAQ:VIRT) has posted a SEC filing regarding compensatory arrangements of certain officers.
On February 26, 2020, Virtu Financial Operating LLC (VFO), a subsidiary of Virtu Financial Inc, entered into an amended and restated employment letter agreement with Brett Fairclough, the Company’s Chief Operating Officer and Global Head of Business Development, and Stephen Cavoli, the Company’s Executive Vice President, Markets.
Under the Amended and Restated Employment Agreements, the annual base salary for each of Mr Fairclough and Mr Cavoli is $500,000, and the Executives will each be eligible to receive annual bonuses with a target bonus opportunity equal to $1.5 million and a maximum bonus opportunity equal to $2.5 million.
Eighty percent (80%) of the annual bonus will be based on the achievement of quantitative targets set by Virtu Financial’s Chief Executive Officer together with the Compensation Committee of the Company’s Board of Directors, and 20% of the annual bonus will be based on the achievement of qualitative goals set by the Company’s Chief Executive Officer together with the Compensation Committee. To the extent earned, such annual bonuses shall be payable in cash and equity awards in accordance with the Company’s incentive and equity plans as in effect from time to time.
The Executives will also each receive a special long term equity award in the form of 150,000 restricted shares of Stock that are subject to performance and service conditions, vesting in three annual installments. The number of shares earned under the long term equity award will be based on the percentage of budgeted EBITDA achieved in each applicable calendar year during the vesting period, with a minimum of 50% of shares for a given installment earned upon at least 70% achievement for the applicable year, and 100% of shares for a given installment earned upon at least 75% achievement for the applicable year.
The Amended and Restated Employment Agreement for Mr Fairclough has a term of four years. The Amended and Restated Employment Agreement for Mr Cavoli has a term of three years.
Under the Amended and Restated Employment Agreements, if an Executive’s employment is terminated by VFO without cause or by the Executive for good reason, then in addition to receiving his accrued amounts, the Executive will be entitled to, subject to the execution of a release of claims, a lump sum payment of the greater of (a) one times his base salary or (b) the amount of base salary that would have been paid through end of the Term but for the termination, plus the acceleration of certain unvested amounts under his special award.
If a Qualifying Termination occurs upon or within 12 months following a change in control or such termination was in anticipation of a change in control, the Executive will receive a lump sum payment equal to two times the sum of (a) Executive’s base salary plus (b) the total annual bonus most recently awarded to Executive, plus the acceleration of certain unvested amounts under his special award.
