NYSE: VIRT Virtu Financial, Inc. 8-K

Virtu Financial amends CFO employment agreement with enhanced change-in-control protections

Filed June 9, 2026 · Period ending June 9, 2026 · ~1 min read

Key Changes

high

CFO Cindy Lee's severance jumps to 2.5x salary plus bonus if terminated within 12 months of a change in control, creating significant potential obligations in M&A scenarios.

Item 5.02 verify on EDGAR →
medium

Lee receives 20,000 restricted shares vesting over three years, with accelerated vesting provisions if terminated without cause or for good reason.

Item 5.02 verify on EDGAR →
medium

New agreement runs through June 2029 with automatic renewals, establishing $500K base salary and discretionary bonus eligibility for the CFO role.

Item 5.02 verify on EDGAR →
medium

Standard severance includes minimum one year of salary, extended benefits, and partial equity acceleration for qualifying terminations outside change-in-control events.

Item 5.02 verify on EDGAR →

Summary

Virtu Financial formalized an amended employment agreement with CFO Cindy Lee that significantly enhances her compensation and severance protections through June 2029. The most notable provision is a change-in-control clause that would pay Lee 2.5 times her salary plus bonus if she's terminated within a year of an acquisition or merger—a substantial increase from the standard one-year severance.

She also receives 20,000 restricted shares vesting over three years. For retail investors, this matters primarily as a signal about potential M&A activity. Enhanced change-in-control provisions are standard executive retention tools when companies anticipate corporate transactions, though they can also simply reflect competitive market practices for CFO talent.

The agreement creates meaningful financial obligations if Virtu is acquired or if Lee departs under certain circumstances. Watch for any announcements about strategic reviews, acquisition interest, or other corporate development activity over the next 12-18 months. The timing and structure of these enhanced protections may indicate management is preparing for potential corporate changes, though such provisions are increasingly common in executive contracts across the financial services sector.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,000 words

CFO Cindy Lee received amended employment agreement with $500K salary, 20K equity award, and enhanced severance terms through June 2029.

5 Added

Added CFO employment agreement amendment medium

Added in current filing · verify on EDGAR →

On June 8, 2026, Virtu Financial Operating LLC (“VFO”), a subsidiary of Virtu Financial, Inc. (the “Company”) entered into an amended and restated employment letter agreement (the “Amended and Restated Employment Agreement”) with Ms. Cindy Lee, the Company’s Chief Financial Officer.

The company formalized a new employment agreement with its CFO. This replaces her prior arrangement and establishes updated compensation terms and employment conditions through June 30, 2029, with automatic one-year renewals unless either party provides 90 days' notice.

Added CFO special equity award medium

Added in current filing · verify on EDGAR →

Ms. Lee will also receive a special long-term equity award under the Amended and Restated Employment Agreement of 20,000 restricted shares or RSUs (the “Special Award”), subject to the terms and conditions of the Company’s Second Amended and Restated 2015 Management Incentive Plan and the terms of a separate award agreement, the form of which has previously been filed with the SEC (the “Award Agreement”). The Special Award will vest in three equal annual installments on the first three anniversaries of the date of grant.

The CFO receives 20,000 restricted shares or RSUs vesting equally over three years. This equity grant aligns her interests with shareholders and represents meaningful long-term compensation beyond base salary.

Added CFO severance terms medium

Added in current filing · verify on EDGAR →

Under the Amended and Restated Employment Agreement, if Ms. Lee’s employment is terminated by VFO without cause, due to death or disability, by Ms. Lee for good reason, or due to the expiration of the term on the expiration date as a result of the Company’s delivery of a notice of non-renewal of the term (each, a “Qualifying Termination”), then in addition to receiving her accrued amounts, Ms. Lee will be entitled to, subject to the execution of a release of claims: (1) severance pay in an aggregate amount equal to the greater of (a) one times her base salary or (b) the amount of base salary that would have been paid through the end of the term but for the termination (the “Severance Amount”); (2) continued health, dental, vision and life insurance benefits under the terms of the Company’s benefit plans for (x) twelve months or (y) the period from termination of employment through the remainder of the term, whichever is longer (the “Benefits Continuation Period”); and (3) a pro rata portion of the next scheduled vesting installment under the Special Award plus the full next installment of the Special Award, if any (collectively, the “Equity Acceleration”).

The agreement establishes severance protections for qualifying terminations including at least one year of base salary, extended benefits, and accelerated equity vesting. These terms protect the CFO and create potential financial obligations for the company in termination scenarios.

Added CFO change-in-control severance enhancement high

Added in current filing · verify on EDGAR →

If a Qualifying Termination occurs (i) in anticipation of, and at a time when material steps have been taken toward, a change in control and a change in control does occur, or (ii) within twelve months following a change in control, then Ms. Lee is entitled to the payments and benefits described above; however (1) in lieu of the Severance Amount, Ms. Lee will be entitled to receive two and a half times the sum of (x) her base salary and (y) the annual bonus (including any amounts deferred or satisfied through the grant of equity awards) most recently awarded to her for a completed fiscal year of the Company and (2) the Benefits Continuation Period will be extended to (x) 24 months or (y) the period from termination of employment through the remainder of the term, whichever is longer.

If the CFO is terminated in connection with a change in control, her severance increases to 2.5 times base salary plus bonus, with benefits extended to 24 months. This creates enhanced financial obligations in acquisition or merger scenarios and is standard for executive retention during corporate transitions.

Show 1 minor / wording change

Added CFO base salary and bonus eligibility low

Added in current filing · verify on EDGAR →

Under the Amended and Restated Employment Agreement, Ms. Lee’s annual base salary is $500,000 per year, and Ms. Lee will be eligible to receive a discretionary annual bonus.

The CFO's annual base salary is set at $500,000 with eligibility for discretionary bonuses. This establishes the fixed compensation component for a key executive officer.