JPM JP Morgan Chase and Co

Two directors of Investment Technology Group Inc. will resign from the board, the company said Monday, an announcement that comes as activist investors have pushed for leadership changes at the New York brokerage firm.

Chairwoman Maureen O'Hara will step down from the board as of Jan. 15, while board member Chris Dodds will end his tenure at the end of December.

The Wall Street Journal reported last week that activist investors had started a campaign to remove individuals who were part of the board in 2010 when it approved a proprietary trading program at the heart of a regulatory settlement earlier this year.

The firm in August paid $20.3 million to settle allegations of wrongdoing related to its "dark pool." The settlement was the largest ever paid by a firm over matters related to a dark pool, a trading venue where investors buy and sell shares anonymously.

Ms. O'Hara said in a statement that she formalized her decision to retire at a board meeting last week and had been considering retirement "for some time, but wanted to do so only when the company was well-positioned for future success."

Ms. O'Hara, a Cornell University professor who studies market structure, joined the ITG board in 2003 and has chaired the group since 2007. She will step down after the firm's new chief executive, former J.P. Morgan Chase & Co. Managing Director Frank Troise, joins the company in January.

Mr. Dodds, who has been a board member since 2008, said his decision was "due to demands from my other professional responsibilities."

Jarrett Lilien, ITG's interim CEO, said in a statement that the two members "have been pillars of strength and stability for the company for many years."

The board is searching for a new director, Ms. O'Hara said in a staff memo Monday that was reviewed by the Journal.

The group "will continue to evaluate the composition and size of the board and will seek additional director candidates as they deem necessary," she wrote. The firm's bylaws require at least five directors.

The Journal reported last week that Philadelphia Financial Management of San Francisco LLC and Voce Capital Management LLC had increased their combined stake in ITG to 8.6% and were pressing for board-level changes.

The two investors had previously pushed for changes at ITG. They reached an agreement with the firm in April that included the appointment of Mr. Lilien as a new independent director, as well as an agreement to conduct a search for an additional independent board member with input from the investors.

Write to Sarah Krouse at sarah.krouse@wsj.com

Subscribe to WSJ: http://online.wsj.com?mod=djnwires

(END) Dow Jones Newswires

November 16, 2015 14:25 ET (19:25 GMT)

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