MicroStrategy CEO Phong Le's New Employment Agreement

TL;DR

MSTR inked a new deal for CEO Phong Le, locking him in with salary and equity.

AI Summary

MicroStrategy Incorporated announced on December 20, 2024, changes in its executive compensation arrangements. Specifically, the company entered into a new employment agreement with Phong Le, its President and Chief Executive Officer, effective December 20, 2024. This agreement outlines his salary, bonus potential, and equity awards.

Why It Matters

This filing details the updated compensation for MicroStrategy's CEO, which can impact investor perception of executive commitment and future company performance.

Risk Assessment

Risk Level: low — The filing concerns executive compensation, which is a standard corporate disclosure and does not immediately indicate significant financial or operational risk.

Key Players & Entities

• MicroStrategy Incorporated (company) — Registrant
• Phong Le (person) — President and Chief Executive Officer
• December 20, 2024 (date) — Effective date of employment agreement

FAQ

Key Financial Figures

• $0.001 — stered Class A common stock, par value $0.001 per share MSTR The Nasdaq Global Se
• $2,000,000 — having an aggregate fair value equal to $2,000,000, consisting of non-statutory stock opti
• $1,000,000 — hare, having a grant date fair value of $1,000,000 and restricted stock units having a gra

Filing Documents

• d870934d8k.htm (8-K) — 29KB
• 0001193125-24-283170.txt ( ) — 147KB
• mstr-20241220.xsd (EX-101.SCH) — 3KB
• mstr-20241220_lab.xml (EX-101.LAB) — 17KB
• mstr-20241220_pre.xml (EX-101.PRE) — 11KB
• d870934d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2024 MICROSTRATEGY INCORPORATED (Exact name of registrant as specified in its charter) Delaware 0-24435 51-0323571 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1850 Towers Crescent Plaza Tysons Corner , Virginia 22182 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 848-8600 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on which Registered Class A common stock, par value $0.001 per share MSTR The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 20, 2024, the Board of Directors (the "Board") of MicroStrategy Incorporated (the "Company"), upon recommendation from the Nominating Committee of the Board, expanded the size of the Board from six to nine members and elected Brian Brooks, Jane Dietze and Gregg Winiarksi as members of the Board. At this time, neither Messrs. Brooks and Winiarksi nor Ms. Dietze have been named to any committee of the Board. Mr. Brooks, age 55, has served as chairman and chief executive officer at Meridian Capital Group, one of the nation's leading commercial real estate finance, investment sales and retail leasing advisors, since April 2024. Prior to that, from September 2023 to April 2024 and before that from February 2003 to May 2011, Mr. Brooks was a partner at the law firm O'Melveny & Myers LLP. From January 2021 to September 2023, he was a partner at Valor Capital Group. Before his time at Valor, he served as chief executive officer of the Bitfury Group, a private company that offers hardware and software for Bitcoin mining and security, from October 2021 to December 2022, and chief executive officer of Binance, a digital asset exchange and marketplace, from May 2021 to August 2021. Mr. Brooks served as Acting Comptroller of the Currency from April 2020 to January 2021, where he was the administrator of the federal banking system and chief officer of the Office of the Comptroller of the Currency ("OCC"). From May 2020 to January 2021, Mr. Brooks also served as a director of the Federal Deposit Insurance Corporation and a member of the Financial Stability Oversight Council and the Federal Financial Institutions Examination Council. Prior to becoming Acting Comptroller of the Currency, Mr. Brooks served as Senior Deputy Comptroller and Chief Operating Officer. In that role, he oversaw OCC bank supervision, bank supervision policy, economics, supervisory system and analytical support, systemic risk identification support and specialty supervision, and innovation. Prior to joining the OCC, Mr. Brooks served as chief legal officer of Coinbase Global, Inc. from September 2018 to March 2020, where he headed the legal, compliance, audit, investigations, and government relations functions for the company. Mr. Brooks holds an A.B. in Government from Harvard University in government and a J.D. from the University of Chicago. Ms. Dietze, age 59, has served as the chief investment officer of Brown University since July 2018. Before assuming her current role, Ms. Dietze served as managing director of the Brown University endowment from December 2013 to June 2018. Prior to joining Brown University, Ms. Dietze was director of private equity at Bowdoin College from April 2012 to November 2013. From July 2006 until March 2

View Full Filing

View this 8-K filing on SEC EDGAR