DEF 14A of Strategy Inc
Filed Apr 28, 2026 · FY20250001193125-26-186895
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Grants of Plan-based Awards for 2025 | 41 | | Outstanding Equity Awards at 2025 Fiscal Year-end | 42 | | Option Exercises and Stock Vested in 2025 | 43 | | Potential Payments Upon Termination or Change in Control | 43 | | Director Compensation | 45 | | Equity Compensation Plan Information | 48 | | Pay Versus Performance | 49 | | CEO Pay Ratio | 53 | | AUDIT COMMITTEE REPORT | 54 | | PROPOSAL 2—RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 55 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES | 56 | | Fees and Services | 56 | | Audit Committee Pre-approval Policies and Procedures | 56 | | PROPOSAL 3—APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (SAY-ON-PAY) | 57 | | PROPOSAL 4—RATIFICATION OF THE FILING AND EFFECTIVENESS OF THE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF THE COMPANY’S 8.00% SERIES A PERPETUAL STRIKE PREFERRED STOCK FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON JULY 7, 2025, AND THE AMENDMENT TO THE LIQUIDATION PREFERENCE OF SUCH STOCK EFFECTUATED THEREBY | 58 | | Background | 58 | | Reasons For the Amendment Ratification | 59 | | Effectiveness of the Amendment Ratification | 59 | | Certain United States Federal Income Tax Considerations | 59 | | Vote Required | 60 | | Interests of Directors and Executive Officers | 60 | | PROPOSAL 5—APPROVE AND ADOPT AN AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF DESIGNATIONS OF THE COMPANY’S VARIABLE RATE SERIES A PERPETUAL STRETCH PREFERRED STOCK TO PROVIDE FOR TWO SCHEDULED DIVIDEND PAYMENT DATES PER MONTH, INSTEAD OF ONE | 61 | | Summary | 61 | | Reasons for the STRC Dividend Amendment | 62 | | Effectiveness of the STRC Dividend Amendment | 63 | | Where You Can Find Additional Information | 63 | | Interests of Directors and Executive Officers | 63 | | OTHER MATTERS | 64 | | APPENDIX A | A-1 |
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS The Board proposes the election of the persons listed below as directors of the Company. Each current director of the Company, other than Peter L. Briger, Jr. (whose term will conclude immediately following the conclusion of the Annual Meeting), has been nominated for re-election. The persons named in the proxy card will vote to elect as directors the eight (8) nominees named below, unless authority to vote for the election of any or all of the nominees is withheld by marking the proxy to that effect. All of the nominees have indicated their willingness to serve, if elected, but if any should be unable or unwilling to serve, proxies may be voted for a substitute nominee designated by the Board. Each nominee will be elected to hold office until the next annual meeting of stockholders and until the election and qualification of his successor or his or her earlier death, resignation, or removal. The Board may elect additional directors in the future in accordance with the Company’s by-laws.
Nominees
Nominees Set forth below is each nominee’s name, age, and position with the Company, principal occupation and business experience during at least the past five years, the year of commencement of their term as a director of the Company, the committees of the Board on which they serve as of the date of this proxy statement, and the names of other public companies in which they currently hold directorships or have held directorships during at least the past five years, as applicable. We have also presented information below regarding each nominee’s specific experience, qualifications, attributes, and skills that led our Board to conclude that they should serve as a director.
Nominees
| Michael J. Saylor Chairman of the Board & Executive Chairman Age: 61 Director since: 1989 Board Committees: Investments, Pricing and Finance | Mr. Saylor has served as Chairman of the Board and Executive Chairman since August 2022 and previously served as Chairman of the Board and Chief Executive Officer from November 1989, when he founded Strategy, to August 2022. Mr. Saylor also previously served as President from November 1989 to November 2000, from January 2005 to October 2012, and from January 2016 to July 2020. Prior to that, Mr. Saylor was employed by E.I. du Pont de Nemours & Company as a venture manager from 1988 to 1989 and by Federal Group, Inc. as a consultant from 1987 to 1988. Mr. Saylor received an S.B. in Aeronautics and Astronautics and an S.B. in Science, Technology, and Society from the Massachusetts Institute of Technology. Qualifications: We believe that Mr. Saylor is well-suited to serve on our Board due to his position as our Executive Chairman and his more than 35 years with the Company, including as its founder. In addition to his leadership expertise, Mr. Saylor is regarded as a technology visionary and bitcoin thought leader, and he has deep knowledge of the Company’s history, strategy, technology, and culture, as well as unique insight into the Company’s product development, marketing, finance, and operations. |
Nominees
| 10 | Strategy | 2026 Proxy Statement |
Nominees
| Phong Q. Le Chief Executive Officer Age: 49 Director since: 2022 Board Committees: None | Mr. Le has served as a member of the Board and as President & Chief Executive Officer since August 2022 and previously served as President from May 2022 to August 2022, President & Chief Financial Officer from July 2020 to May 2022, Senior Executive Vice President, Chief Operating Officer & Chief Financial Officer from April 2020 to July 2020, Senior Executive Vice President & Chief Operating Officer from November 2019 to April 2020, Senior Executive Vice President, Chief Operating Officer, Chief Financial Officer & Treasurer from June 2018 to November 2019, and Senior Executive Vice President, Chief Financial Officer & Treasurer from August 2015 to June 2018. Prior to joining Strategy, Mr. Le served as the chief financial officer of XO Communications, a privately-held telecommunications company, from August 2014 to August 2015. From March 2010 to August 2014, Mr. Le held senior positions at NII Holdings, a Nasdaq-listed telecommunications company, including vice president of financial planning and analysis, vice president of strategy and business operations, and vice president of strategic finance. Prior to that, Mr. Le worked in the consulting practice at Deloitte from 1998 to 2010, where he held various positions, including senior manager. Mr. Le holds a B.S. in Biomedical and Chemical Engineering from The Johns Hopkins University and an M.B.A. from the Sloan School of Management at the Massachusetts Institute of Technology. Qualifications: We believe that Mr. Le is well-suited to serve on our Board due to his position as our Chief Executive Officer, his more than ten years with the Company, and his outside executive experience. |
Nominees
| Brian P. Brooks Independent Director Age: 56 Director since: 2024 Board Committees: None | Brian P. Brooks has served on the Board since December 2024. Mr. Brooks is currently 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, and has served in this role since April 2024. He also served as chairman of NewBridge Capital Advisors LLC, an originator of commercial real estate loans and other private credit products, between April 15, 2024 and July 1, 2025. 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 (“Valor”), an investment firm focused on Brazil and US-Brazil cross-border opportunities. 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 US, 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 has served as a member of the board of directors of BitGo Holdings, Inc., a digital asset infrastructure company, since September 2025 and as a member of the board of directors of Nubank N.A. (in organization), a leading digital financial services platform, since January 2026. He also advises clients in the financial technology, banking, and digital asset industries through his advisory firm Financial Innovation Partners. Mr. Brooks holds an A.B. in Government from Harvard University in government and a J.D. from the University of Chicago. Qualifications: We believe that Mr. Brooks is well-suited to serve on our Board due to his extensive legal, financial services and digital assets experience, including experience in Bitcoin and cryptocurrency technology. He also has regulatory experience, having served in several capacities within the federal government. |
Nominees
| Strategy | 2026 Proxy Statement | 11 |
Nominees
| Jane A. Dietze Independent Director Age: 60 Director since: 2024 Board Committees: Audit | Jane Dietze has served on the Board since December 2024. Ms. Dietze is currently the chief investment officer of Brown University, having served in this role 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 2012, Ms. Dietze served as managing director of Fortress Investment Group, a global investment firm. Since February 2022, Ms. Dietze has served on the board of directors of Galaxy Digital, a digital asset and blockchain leader providing access to the growing digital economy. Ms. Dietze also served as a board member of Fortress Investment Group from April 2019 to May 2024, BroadSoft, Inc., a global provider of software and services that enable telecommunications services, from February 2016 to February 2018 and Blyth Inc., a multi-channel consumer goods company, from March 2014 to October 2015. Ms. Dietze holds a B.A. in Politics from Princeton University and an M.A. in Economics from Johns Hopkins School of Advanced International Studies. Qualifications: We believe that Ms. Dietze is well-suited to serve on our Board due to her experience as a leader in the areas of finance, investments, and treasury strategies, with over three decades of investing experience, including experience with software and digital asset companies. |
Nominees
| Stephen X. Graham Independent Director Age: 73 Director since: 2014 Board Committees: Audit (Chair); Investments; Pricing and Finance | Mr. Graham has been a member of the Board since April 2014. Mr. Graham is currently president of CrossHill Financial Group, Inc. (“CrossHill”), a private merchant bank and advisory firm that he founded in 1988, and a manager of CrossHill Georgetown Management, LLC since 2000. He also previously held several management-level and board roles at various other entities affiliated with CrossHill. Prior to that, Mr. Graham was a principal with Kidder, Peabody & Co. and held positions with Merrill Lynch & Co. and Arthur Young & Co. (which later became part of Ernst & Young LLP). Mr. Graham was a member of the board of directors of TNS, Inc. (“TNS”), a former New York Stock Exchange-listed global data communications and interoperability solutions company, from 2003 until the company’s acquisition by Siris Capital Group, LLC in 2013. While a member of the board of directors of TNS, Mr. Graham served as chairman of the audit committee from 2003 to 2013 and as chairman of the board of directors from 2012 to 2013. Mr. Graham also served as a member of the board of directors of Speedus Corp. from 2009 to 2011. Mr. Graham also previously served from 1995 to 2001 as a member of the board of directors of Credit Management Solutions, Inc., a former Nasdaq-listed credit processing software company, and several private companies. Mr. Graham received a B.S.B.A. from Georgetown University and an M.B.A. from the University of Chicago Booth School of Business. Qualifications: We believe that Mr. Graham is well-suited to serve on our Board due to his substantial executive experience and his experience as an outside director and audit committee member, which provides the Board with important perspectives on financial matters. |
Nominees
| 12 | Strategy | 2026 Proxy Statement |
Nominees
| Jarrod M. Patten Independent Director Age: 54 Director since: 2004 Board Committees: Audit, Compensation | Mr. Patten has been a member of the Board since November 2004. Mr. Patten founded RRG, a global real estate consulting and advisory firm, and has served as the firm’s president and chief executive officer since its inception in 1996. RRG is an international consulting firm specializing in the development and implementation of enterprise-wide audit and cost control strategies that heighten operational controls, lower operating costs, increase transparency, and extend cost accountability for RRG’s geographically diverse client base. From January 2024 through May 2025, Mr. Patten served on the board of directors of Core Scientific, Inc. (“Core Scientific”), a Nasdaq-listed digital asset mining and blockchain infrastructure company, as well as the chairman of the board of directors and as a member of the audit committee of the board of directors of Core Scientific. Mr. Patten received a B.S. in Biology and a B.A. in Biological Anthropology and Anatomy from the Trinity College of Arts and Sciences at Duke University. Qualifications: We believe that Mr. Patten is well-suited to serve on our Board due to his leadership and management expertise as a chief executive officer, his international business, finance, and corporate compliance experience, and his extensive knowledge of cost and operational controls. |
Nominees
| Carl J. Rickertsen Independent Director Age: 66 Director since: 2002 Board Committees: Compensation (Chair); Nominating; Pricing and Finance | Mr. Rickertsen has been a member of the Board since October 2002. Mr. Rickertsen is currently managing partner of Pine Creek Partners LLC and Iris Partners LLC, each a private equity investment firm, positions he has held since January 2004. Mr. Rickertsen has also served as a trustee of Apollo Origination II (UL) Capital Trust and Apollo Origination II (Levered) Capital Trust, each of which is a closed-end management investment company, since March 2025, as a member of the board of directors and audit and compensation committees of Magnera Corp. (which spun off from Berry Global Inc.), a manufacturer of non-woven consumer products, since October 2024, and as a member of the board of directors of Hut 8 Corp. (formerly Hut 8 Mining Corp., prior to a business combination transaction completed in November 2023), a Nasdaq-listed digital asset mining company, since December 2021. He previously served as a member of the board of directors and audit and compensation committees of Berry Global Inc., a global manufacturer and marketer of value-added plastic consumer packaging and engineered materials, from January 2013 to October 2024. From January 1998 to January 2004, Mr. Rickertsen was chief operating officer and a partner at Thayer Capital Partners (“Thayer”), a private equity investment firm. From September 1994 to January 1998, Mr. Rickertsen was a managing partner at Thayer. Mr. Rickertsen was a founding partner of three Thayer investment funds totaling over $1.4 billion and is a published author. Mr. Rickertsen served as a member of the boards of directors and audit committees of Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc., each of which is a closed-end management investment company, from 2011 and 2013, respectively, until 2023. From April 2012 to October 2016, Mr. Rickertsen was a member of the board of directors and compensation committee of Noranda Aluminum Holding Corporation, an integrated producer of value-added primary aluminum products and rolled aluminum coils. From April 2003 to January 2010, Mr. Rickertsen was a member of the board of directors and audit committee of Convera Corporation, a publicly-traded search-engine software company. From March 2004 to September 2008, Mr. Rickertsen was a member of the board of directors and compensation committee of UAP Holding Corp., a distributor of farm and agricultural products. Mr. Rickertsen received a B.S. from Stanford University and an M.B.A. from Harvard Business School. Qualifications: We believe that Mr. Rickertsen is well-suited to serve on our Board due to his finance and capital markets experience across various industries and his experience as an outside director of several public companies, which provides the Board with important perspectives on corporate governance matters. |
Nominees
| Strategy | 2026 Proxy Statement | 13 |
Nominees
| Gregg J. Winiarski Independent Director Age: 55 Director since: 2024 Board Committees: Audit | Gregg Winiarski has served on the Board since December 2024. Mr. Winiarski currently serves as chief legal officer of Fanatics Holdings, Inc. (“Fanatics”), a privately-held global digital sports platform, and has served in this role since February 2023. Prior to that, Mr. Winiarski was a senior advisor to Fanatics, from August 2021 to February 2023. Prior to his time at Fanatics, Mr. Winiarski served as the executive vice president and general counsel of IAC, Inc., a public holding company with a portfolio of brands across 100 countries, from February 2005 to June 2021. Mr. Winiarski also previously served as a director of ANGI Homeservices, Inc. from September 2017 to May 2022 and the Match Group, Inc. from November 2015 to June 2020. Mr. Winiarski holds a B.S. in Accounting and Business/Management from Fordham University and a J.D. from Columbia Law School. Qualifications: We believe that Mr. Winiarski is well-suited to serve on our Board because he is an experienced attorney, executive leader and public company board member, with deep expertise in complex corporate structures. |
Nominees
| The Board Recommends a Vote “FOR” Each of the Nominees Named Herein for Election as Director. | ✔ |
Nominees
| 14 | Strategy | 2026 Proxy Statement |
Board of Directors
Board of Directors Our Board is currently comprised of Messrs. Saylor, Le, Briger, Brooks, Graham, Patten, Rickertsen and Winiarski, and Ms. Dietze. During 2025, the Board met seven times and acted by unanimous written consent eighteen times. All then-current members attended all the meetings of the Board in 2025 except Mr. Briger, who was unable to attend one meeting.
Board of Directors
| Strategy | 2026 Proxy Statement | 17 |
Board of Directors
Nasdaq Stock Market, Inc. (“Nasdaq”) Listing Rules require a majority of a listed company’s board of directors to be comprised of independent directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees be independent. Audit committee members must also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates. The Board has determined that each of the Company’s non-employee directors is an independent director as defined in Rule 5605(a)(2) of the Nasdaq listing rules. The Board also determined that, Leslie J. Rechan, a former Board member until June 12, 2025 (when his Board term concluded and he did not stand for re-election), was an independent director as defined in Rule 5605(a)(2) of the Nasdaq listing rules during the period of his service on the Board in 2025. In considering director independence, the Board took into account information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships. Additionally, the Board considered two transactions disclosed by Mr. Winiarski. In the first transaction, the Company sold business analytics products and services in the ordinary course of business to an operating subsidiary company of Fanatics Holdings, Inc. to which Mr. Winiarski serves as the Chief Legal Officer. In the second transaction, a related person to Mr. Winiarski is employed by an entity to which the Company has similarly sold products and services in the ordinary course of business. Both transactions were conducted on an arm’s-length basis, with terms consistent with those available to other similar customers of the Company and neither transaction was material to the organizations involved. Additionally, neither Mr. Winiarski nor any related person had any material interest in, or received any compensation in connection with, these transactions. Neither Mr. Saylor nor Mr. Le is an independent director under Rule 5605(a)(2) because they are our Executive Chairman and Chief Executive Officer (“CEO”), respectively. All other members of our Board are (and in 2025 were) independent directors under Rule 5605(a)(2). As such, independent directors collectively constituted during 2025, currently constitute, and following the Annual Meeting (if all nominees are elected) will constitute a majority of the Board. The independent members of the Board regularly meet in executive sessions without any employee director or other members of management in attendance. The Company’s certificate of incorporation and by-laws state the Company shall indemnify its directors and officers to the fullest extent permitted by Delaware law. As discussed above, Mr. Saylor and the Company were previously party to indemnification arrangements whereby Mr. Saylor personally provided directors’ and officers’ liability coverage. In June 2025, the Company bound new commercial directors’ and officers’ liability insurance policies and, after determining that such policies provide sufficient coverage, did not extend the indemnification agreements with Mr. Saylor beyond June 2025. In order to assess the independence of its non-employee directors, the Board considered its 2025 indemnification arrangements and concluded (i) because the prior arrangements were governed by binding agreements with the Company, as to which Mr. Saylor had no unilateral discretion, and were intended to replace or supplement, as applicable, an ordinary course insurance policy, they did not impair the independent judgment of the non-employee members of the Board and (ii) because its current liability insurance policies are ordinary course in nature, they likewise do not impair the independent judgment of the non-employee members of the Board.
Board of Directors
| 18 | Strategy | 2026 Proxy Statement |
Nominating Committee
Nominating Committee The Board has established a standing Nominating Committee and has adopted the Charter for the Nominating Committee, which is publicly available on the Corporate Governance section of our website, www.strategy.com/investor-relations. The Nominating Committee has been delegated the authority to exercise oversight of director nominations, which includes:
Nominating Committee
| • | identifying individuals qualified to become Board members, consistent with criteria approved by the Board, if any; |
Nominating Committee
| • | recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies of the Board; |
Nominating Committee
| • | in making such recommendations, considering candidates proposed by stockholders, if any; and |
Nominating Committee
| • | reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board and its committees. |
Nominating Committee
Mr. Rickertsen is currently the sole member of the Nominating Committee. Our Board has determined that Mr. Rickertsen meets the Nasdaq listing rules’ definition of an independent director. During 2025, the Nominating Committee did not meet, but acted twice by unanimous written consent.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
General Philosophy and Compensation Objectives: Performance, Alignment, and Retention
| • | Annual Cash Bonus: a discretionary annual cash bonus target for our executive officers (other than Mr. Saylor) designed to help retain, reward, and motivate them based on a subjective evaluation of their achievement of strategic, operational, and financial objectives in their areas of responsibility that support our goal of enhancing stockholder value (and in the case of Mr. Chow, to also help attract him to the Company); |
General Philosophy and Compensation Objectives: Performance, Alignment, and Retention
| • | One-Time Reporting Bonus: a one-time reporting bonus for Mr. Chow in connection with the commencement of his employment with the Company; and |
General Philosophy and Compensation Objectives: Performance, Alignment, and Retention
| • | Long-term Incentives: long-term incentives in the form of stock options, RSUs and PSUs granted to each of Messrs. Le, Kang and Shao, and in the form of stock options and RSUs to Mr. Chow, in each case under the 2023 Equity Plan and which in each case were designed to provide them with long-term performance-based incentives intended to encourage retention (and in the case of Mr. Chow, to attract him to the Company) and further align their interests with those of our stockholders. |
Role of the Compensation Consultant
Role of the Compensation Consultant In 2024, the Compensation Committee engaged Willis Towers Watson US LLC (“WTW”) as its independent compensation consultant to assist the Compensation Committee in evaluating the Company’s executive compensation program. The Compensation Committee requested that WTW conduct a competitive benchmarking assessment of executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for 2025. The analysis evaluated base salary, target total cash compensation (base salary plus target annual bonus), and target total direct compensation (including long-term equity incentives) using both peer company proxy disclosures and survey data from WTW’s technology industry executive compensation database. The benchmarking analysis served as one input into the Compensation Committee’s compensation decisions, together with other considerations as discussed further below, including individual performance and the strategic importance of each role. WTW did not provide any other services to us or our affiliates during 2025 and the work of WTW for the Compensation Committee did not result in any conflicts of interest. Given the Company’s business model, which combines enterprise software operations with a digital asset treasury strategy, WTW developed two peer groups intended to reflect the Company’s bifurcated value creation model. Enterprise Software Peer Group: The enterprise software peer group consists of companies engaged primarily in the development and sale of enterprise software products and services that are generally comparable to the Company’s software business:
Role of the Compensation Consultant
| • C3.ai, Inc. | • Five9, Inc. | • nCino, Inc. | • Varonis Systems, Inc. | | • Clearwater Analytics Holdings, Inc. | • GitLab Inc. | • Pegasystems Inc. | • Verint Systems Inc. | | • Domo, Inc. | • Guidewire Software, Inc. | • Qualys, Inc. | | | • EverCommerce Inc. | • Intapp, Inc. | • SPS Commerce, Inc. | |
Role of the Compensation Consultant
As of November 2024, this peer group had a median annual revenue of approximately $554 million and a median market capitalization of approximately $4.8 billion.
Role of the Compensation Consultant
| Strategy | 2026 Proxy Statement | 25 |
Role of the Compensation Consultant
Digital Assets and High Market Capitalization Peer Group: The digital assets and high market capitalization peer group consists of larger technology, financial technology, and digital asset-related companies that reflect the Company’s capital markets profile and bitcoin treasury strategy:
Role of the Compensation Consultant
| • BlackRock, Inc. | • CrowdStrike Holdings, Inc. | • Fortinet, Inc. | • Palantir Technologies Inc. | | • Block, Inc. | • Fiserv, Inc. | • PayPal Holdings, Inc. | • Workday, Inc. | | • Coinbase Global, Inc. | | | |
Role of the Compensation Consultant
As of November 2024, this peer group had a median annual revenue of approximately $7.3 billion and a median market capitalization of approximately $87.0 billion. As of November 2024, our market capitalization was the highest among our enterprise software peer group and at the 62nd percentile relative to our digital assets and high market capitalization peer group. Additionally, our revenue was the lowest among our digital assets and high market capitalization peer group and at the 35th percentile relative to our enterprise software peer group. The Compensation Committee primarily referred to the enterprise software peer group when evaluating compensation for executives responsible for the Company’s software operations and referred to the digital assets and high market capitalization peer group when evaluating compensation for Messrs. Le, Kang and Shao, whose responsibilities contribute, or, in the case of Mr. Shao, contributed, significantly to the Company’s bitcoin treasury and capital markets strategy.
Determining Compensation
Determining Compensation The Compensation Committee’s executive compensation decisions are primarily based on a holistic evaluation of market data and internal considerations, including the peer group benchmarking analysis described above, a review of our performance and a subjective assessment of each executive officer’s performance during the year against strategic, operational, and financial objectives. The Compensation Committee takes into account the scope of each executive officer’s responsibilities, unique leadership skills and management experience, strengths and abilities in his respective area of responsibility, employment and compensation history with us, overall compensation arrangements, and long-term potential to enhance stockholder value, all in the context of general economic and industry conditions, Company performance, and the executive compensation practices of the companies in our peer group. As discussed in greater detail below, in light of the significant value that our executive officers have generated for our stockholders through the execution of our bitcoin strategy since our adoption of this strategy in 2020, the Compensation Committee also considers the contributions of officers who are most critically involved in the execution of our enterprise software operations and bitcoin strategy when making compensation determinations. Specific factors that may affect executive compensation decisions include:
Determining Compensation
The Compensation Committee generally makes determinations regarding adjustments to base salary and annual discretionary cash bonus targets for our executive officers in the first quarter of each year. Determinations regarding the payment of bonuses to executive officers based on the prior year’s performance are generally made in the first quarter of the following year. In the first quarter of 2025, the Compensation Committee established the discretionary bonus targets for Messrs. Le, Kang and Shao with respect to 2025. The Compensation Committee also established a discretionary bonus target for Mr. Chow with respect to 2025 in his offer letter, as discussed further below. In the first quarter of 2026, the Compensation Committee made bonus determinations with respect to 2025 for all executive officers, including Mr. Shao, who served as an executive officer through November 30, 2025 and then as a non-executive employee advisor from December 1, 2025 until his retirement from the Company on December 31, 2025. The Compensation Committee did not assign relative weights to Company and individual performance in establishing these compensation arrangements, but instead made respective subjective determinations after considering such performances collectively. The Compensation Committee awarded executive compensation for 2025 based on a subjective determination of the factors discussed above as well by reference to benchmarking data from the peer groups described above. In particular, the Compensation Committee considered WTW’s observations that, when compared to the enterprise software peer group, the Company’s executive compensation levels for 2024 were generally positioned at or above the upper end of the competitive range for certain elements of compensation, with the total cash compensation for the executives above the 75th percentile, while the total target compensation (including both cash and equity compensation) for Mr. Le positioned slightly below the 75th percentile, for Mr. Kang above the 75th percentile, and Mr. Shao above the median. In contrast, when compared to the digital assets and high market capitalization peer group, executive compensation levels for 2024 were generally positioned closer to the median or below for several elements of compensation. For instance, total cash compensation for the executives was near the median, while long-term equity incentive and total direct compensation for Mr. Le fell below the 25th percentile, for Mr. Kang fell between the 25th and 50th percentile, and for Mr. Shao was aligned with the market median. The Compensation Committee considered these observations in light of the Company’s unique operating profile, including its enterprise software operations and bitcoin treasury strategy, as well as the Company’s market capitalization and revenue compared with the peer groups.
Employment and Severance Agreements
Employment and Severance Agreements Messrs. Saylor and Le do not have, and Mr. Shao did not have, standing employment, severance, or change-of-control agreements.
Employment and Severance Agreements
| • | Mr. Kang’s offer letter in connection with the commencement of his employment with the Company includes a severance arrangement in the event that his employment is terminated without cause, as defined in the offer letter, in an amount equal to twelve (12) months of base salary and an additional amount to be determined by the Company not to exceed his annual bonus potential prorated for the time he worked in that year up through his termination date, contingent on signing and not revoking a general release of claims against the Company. |
Employment and Severance Agreements
| • | Mr. Chow’s offer letter in connection with the commencement of his employment with the Company includes (i) a one-time reporting bonus of $100,000, (ii) a relocation reimbursement of $150,000 for expenses relating to his relocation to the Company’s headquarters on or before February 1, 2026, (iii) a reimbursement for reasonable expenses commuting to and from the Company’s headquarters prior to relocating on or before February 1, 2026, and (iv) a severance arrangement in the event that his employment is terminated without cause, as defined in his offer letter, in which Mr. Chow would receive (a) a lump sum payment in an amount equal to six (6) months of base salary at the rate in effect immediately prior to the termination date and (b) continued health benefits coverage for a period of six (6) months following the termination of Mr. Chow’s group insurance coverage. The amounts and benefits described in (iv)(a) and (iv)(b) would be paid or provided only if Mr. Chow signs and does not revoke a general release of claims against the Company. The offer letter also initially contemplated that management would recommend to the Board (or a designated committee) the grant to Mr. Chow of RSUs and stock options having values of approximately $1,250,000 and $2,500,000, respectively. However, after further negotiations with Mr. Chow and deliberations among management, management recommended and the Compensation Committee subsequently approved RSU and option awards to Mr. Chow with values of approximately $2,400,000 and $1,350,000, respectively. |
Employment and Severance Agreements
Our Executive Chairman and President & CEO serve at the will of the Board, and the other executive officers serve at the will of the Board and the President & CEO. This approach is consistent with our employment and compensation philosophy that relies significantly upon providing incentives based on performance and aligning the interests of executive officers with those of our stockholders.
Employment and Severance Agreements
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Elements Used to Achieve 2025 Compensation Objectives
| • | Phong Q. Le: a base salary, a discretionary annual cash bonus target, stock options, RSUs and PSUs. |
Elements Used to Achieve 2025 Compensation Objectives
| • | Andrew Kang: a base salary, a discretionary annual cash bonus target, stock options, RSUs and PSUs. |
Elements Used to Achieve 2025 Compensation Objectives
| • | W. Ming Shao: a base salary, a discretionary annual cash bonus target, stock options, RSUs and PSUs. |
Elements Used to Achieve 2025 Compensation Objectives
| • | Thomas C. Chow: a base salary, a discretionary annual cash bonus target, and stock options and RSUs. In addition, Mr. Chow’s compensation for 2025 included a one-time reporting bonus in connection with his joining the Company. |
Base Salary
| • | the competitive market for talented executives with comparable experience and expertise; and |
Cash Bonuses
Cash Bonuses Our cash bonus compensation is designed to help (i) attract and retain talented executive officers, (ii) reward achievement of strategic, operational, and financial objectives that support our goal of enhancing stockholder value, and (iii) motivate executive officers to achieve superior performance in their areas of responsibility. Together with equity awards, our cash bonus compensation program is one of the main vehicles for providing performance-based compensation to executive officers. The Compensation Committee considers various factors in determining the form and structure of the cash bonus arrangement that is most appropriate for attracting, retaining, rewarding, and motivating the individual executive officer. No Saylor Cash Bonus In September 2014, at Mr. Saylor’s request, the Compensation Committee eliminated Mr. Saylor’s incentive cash bonus arrangement. The Compensation Committee considered that, following the reduction in Mr. Saylor’s salary and elimination of his incentive cash bonus arrangement, substantially all of Mr. Saylor’s non-perquisite compensation would be directly tied to the Company’s stock performance based on equity awards received by Mr. Saylor prior to 2025, which is consistent with the Company’s compensation policies approved by stockholders at our 2023 Annual Meeting of Stockholders, and that such change would not adversely impact his financial stability. Mr. Saylor realized approximately $363.5 million of value upon exercise of these equity awards in 2024. The Compensation Committee considered Mr. Saylor’s compensation arrangements in each of February 2025 and February 2026 and, in each case at Mr. Saylor’s request, and taking into account the value Mr. Saylor had received upon exercise of the previously granted equity awards in 2024 as well, did not establish a cash bonus arrangement for him for either 2025 or 2026. Annual Cash Bonuses For 2025, compensation for Messrs. Le, Kang, Shao and Chow included a discretionary annual cash bonus target determined by the Compensation Committee based on its subjective evaluation of the appropriate targets to help retain, reward and motivate them and, in connection with Mr. Chow, also to recruit him. In addition, Mr. Chow’s compensation for 2025 included a one-time reporting bonus of $100,000 to help recruit him to the Company. In setting the discretionary annual cash bonus targets for Messrs. Le, Kang and Shao for 2025, the Compensation Committee considered the analyses received from WTW regarding executive target bonuses as a percentage of base salary in the Company’s digital assets and high market capitalization peer group as well as the same factors described above with respect to base salary determinations. Based on this review, the Compensation Committee noted that the Company’s 2024 bonus targets were generally below the median for the digital assets and high market cap peer group, with Mr. Le’s target bonus below the 25th percentile and Mr. Kang’s target bonus positioned between the 25th and 50th percentile. Proxy data for Mr. Shao was not available; however, the Compensation Committee determined that his 2024 target bonus fell between the 50th and 75th percentiles of WTW’s survey data companies with annual revenue of up to $10 billion.
Cash Bonuses
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Cash Bonuses
After considering the WTW analysis, the Company’s performance in 2024, and the roles and responsibilities of each executive officer, the Compensation Committee approved adjustments to certain executive officer target bonuses for 2025. In particular, the Compensation Committee increased Mr. Le’s target bonus to $1.3 million and Mr. Kang’s target bonus to $600,000 to better align their target total cash compensation with the competitive market data reviewed by the Compensation Committee. The Compensation Committee determined that Mr. Shao’s target bonus of $500,000 remained appropriate in light of market data and the overall competitiveness of his total compensation package. With respect to Mr. Chow’s pro-rated target bonus for 2025, the Compensation Committee considered his anticipated job responsibilities, strengths, leadership skills, employment history, long-term potential to enhance stockholder value and the competitive market for talented executives with comparable experience. When the Compensation Committee established the bonus targets for Messrs. Le, Kang and Shao, management recommended that, in assessing the Company’s performance for 2025, the Compensation Committee should consider achievement of the following goals:
Cash Bonuses
| • | operational goals relating to: (A) continued migration to the Company’s cloud product offering, (B) growth of sales of the Company’s AI product offering, (C) new customer sales, (D) sales through channel partners, and (E) demonstrated improvement in the Company’s internal velocity; and |
Cash Bonuses
| • | corporate financial goals relating to growth in revenue and non-GAAP operating margin (with appropriate adjustments for, among other items, non-cash impacts of the Company’s digital asset holdings). |
Cash Bonuses
The Compensation Committee believed that a discretionary annual cash bonus arrangement was an appropriate mechanism for retaining, rewarding, motivating and recruiting, Messrs. Le, Kang, Shao and Chow, as applicable, with respect to 2025 because each of these executive officers was responsible for, among other things, strategic and operational objectives that cannot always be measured by traditional financial metrics. In 2025, the Company continued its transformation as a bitcoin treasury company, as it raised approximately $25.3 billion in equity and debt financings, structured and executed offerings of five novel preferred stock “digital credit” instruments, and purchased 225,030 bitcoins. Given the importance of the bitcoin strategy to value generation for the Company, the Compensation Committee, in determining the bonus awards for Messrs. Le, Kang, Shao and Chow with respect to 2025, subjectively assessed each applicable executive officer’s overall contribution to the bitcoin strategy, and his performance and achievement of various strategic, operational, and financial objectives in relation to the target bonus amount that was previously established for each applicable executive officer, all in the context of general economic and industry conditions and Company performance. As a result, the Compensation Committee considered the following factors:
Cash Bonuses
| • | for Mr. Le, executing on the Company’s bitcoin-related initiatives and overall business strategy, including structuring and conducting the Company’s capital markets and other treasury-related transactions, leading the continued business transformation initiative of the Company as well as the Company’s software business, and his bitcoin advocacy and government affairs leadership; |
Cash Bonuses
| • | for Mr. Kang, leading the Company’s financial, accounting, tax and treasury activities, including executing the Company’s bitcoin, capital markets and capital management strategies; and |
Cash Bonuses
| • | for Messrs. Shao and Chow, leading the Company’s corporate governance, securities, contracts, and legal risk management activities, including managing complex litigation matters and supporting the Company’s bitcoin, capital markets and capital management strategies. |
Cash Bonuses
The Compensation Committee also considered:
Cash Bonuses
| • | each executive officer’s job responsibilities as the Company implemented new business initiatives, focused on revenue growth, and adjusted its strategic plan for an evolving business environment, including with respect to the Company’s business transformation initiative; |
Cash Bonuses
| • | each executive officer’s strengths and abilities in his areas of responsibility, leadership skills, management experience, employment and compensation history, including the value of outstanding equity awards and amounts previously realized under previously granted equity awards, overall compensation arrangements, and long-term potential to enhance stockholder value; |
Cash Bonuses
| • | the competitive market for talented executives with comparable experience and expertise; and |
Cash Bonuses
| Strategy | 2026 Proxy Statement | 31 |
Cash Bonuses
| • | the Company’s performance over the prior several quarters as well as general economic and industry conditions. |
Cash Bonuses
Upon the recommendation of management, the Compensation Committee subjectively determined that each executive officer achieved approximately 90% of his objectives for the software business, and 90% of his objectives for the bitcoin strategy. Based on this assessment, the Compensation Committee determined that overall corporate performance supported a baseline bonus achievement level of approximately 90%. The Committee then exercised discretion to adjust individual payouts based on each executive officer’s specific contributions. Accordingly, in the first quarter of 2026, the Compensation Committee determined the cash bonus awards for Messrs. Le, Kang, Shao and Chow with respect to performance in 2025 as follows:
Cash Bonuses
| | Individual Annual Cash Bonus Target for 2025 ($) | Achievement Percentage (%) | Individual Bonus Payout ($) | | Phong Q. Le | 1,300,000 | 95 | 1,235,000 | | Andrew Kang | 600,000 | 85 | 510,000 | | W. Ming Shao | 500,000 | 90 | 450,000 | | Thomas C. Chow | 450,000 | 90 | 33,750(1) |
Cash Bonuses
| (1) Mr. Chow’s discretionary bonus was pro-rated from December 1, 2025, the date on which his employment with the Company commenced. |
Equity Awards
Equity Awards In September 2013, the Board adopted the 2013 Equity Plan, and in April 2023, the Board adopted the 2023 Equity Plan, in each case in order to enhance our ability to attract, retain, reward, and motivate persons who are expected to make important contributions to the Company, and to provide such persons with equity ownership opportunities and performance-based incentives that are intended to further align their long-term interests with those of our stockholders. The 2023 Equity Plan replaced the 2013 Equity Plan, though certain awards under the 2013 Equity Plan as of the effective date of the 2023 Equity Plan remain outstanding. Employees, officers, directors, consultants, and advisors (as the terms consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act or any successor form) of the Company may be granted awards under the 2023 Equity Plan. As of April 1, 2026, an aggregate of 2,748,465 shares of our Class A Stock are authorized for issuance under the 2023 Equity Plan. No additional awards may be issued under the 2013 Equity Plan. The 2023 Equity Plan provides for the grant of incentive stock options intended to qualify as such under Section 422 of the Code, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, other stock-based awards, and cash-based awards. Any type of award granted under the 2023 Equity Plan may be granted subject to the achievement of specified performance goals. In 2023, based upon advice from WTW, the Compensation Committee granted PSUs to executive officers for the first time, and transitioned to a targeted allocation of equity award value of approximately 40% to stock options, 40% to PSUs and 20% to RSUs for executive officers. In 2024 and 2025, the Compensation Committee continued its practice of granting equity awards to executive officers targeting a 40% / 40% / 20% allocation among stock options, PSUs and RSUs, but in recognition of the importance of the Company’s bitcoin strategy to stockholder value, the Compensation Committee also granted additional equity awards in the form of RSUs to Messrs. Le, Kang and Shao, as well as other personnel, who made and were expected to continue to make significant contributions to the Company’s bitcoin strategy. In granting equity awards, the Compensation Committee, based on recommendations from the President & CEO, made subjective evaluations of appropriate award amounts to help attract, retain, reward, and motivate the applicable executive officer based on the scope of the executive officer’s responsibilities, employment, and compensation history with us, overall compensation arrangements, including outstanding equity awards held by the executive officer, and long-term potential to enhance stockholder value, all in the context of general economic and industry conditions and Company performance. The Compensation Committee generally targeted for each of the executive officers a total value of equity awards in the upper quartile relative to the Company’s digital assets and high market capitalization peer group.
Equity Awards
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Equity Awards
In March 2025, the Compensation Committee granted the following awards under the 2023 Equity Plan to the named executive officers other than Mr. Chow, who had not yet joined the Company:
Equity Awards
| | Stock Options | PSUs | RSUs | | Phong Q. Le | 12,207 | 9,277 | 17,892 | | Andrew Kang | 4,359 | 3,313 | 8,284 | | W. Ming Shao | 2,616 | 1,988 | 7,621 |
Equity Awards
In December 2025, the Compensation Committee granted the following awards under the 2023 Equity Plan to Mr. Chow in connection with the commencement of his employment with the Company:
Equity Awards
| | Stock Options | RSUs | | Thomas C. Chow | 9,843 | 11,772 |
Equity Awards
In each case, the awards were granted on the terms and conditions as described below. All outstanding awards are also subject to such other terms and conditions as are set forth in the applicable plan and the applicable award agreement.
Stock Options
Stock Options Outstanding stock options generally vest as to 25% of the original number of shares subject to the award on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the award is vested in full, unless earlier terminated in accordance with the terms of the applicable equity plan or the applicable award agreement; provided that awards granted to executive officers will vest in full, to the extent not already vested, upon the occurrence of a “change in control event” if the executive officer is terminated without “cause” by the Company or resigns for “good reason” (in each case as defined in the applicable award agreement) within 12 months following the change in control event or if the acquiring company does not assume the award or substitute equivalent awards. The outstanding stock options have an exercise price per share equal to the closing sale price of our Class A Stock as quoted on Nasdaq on the grant date and expire ten years following the grant date. If a stock option recipient dies or becomes disabled before the final exercise date of an option then (i) solely in connection with the death of the recipient, the option shall become vested and exercisable in full immediately and (ii) in connection with either the death or disability of the recipient, the option shall be exercisable within one year of the date of such death or disability; provided that such option shall be exercisable only until the final exercise date. If a stock option recipient ceases to be eligible to receive award grants under the applicable plan, including through termination of employment without cause, the stock option recipient generally retains the right to exercise his or her option to the extent that the option was exercisable on the date of such cessation for a period of three months after such cessation. However, if the stock option recipient is terminated for cause, the stock option recipient’s right to exercise his or her option terminates in full immediately upon such termination, and if the stock option recipient violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement, or other agreement between the stock option recipient and the Company, the stock option recipient’s right to exercise his or her option terminates in full immediately upon such violation.
RSUs
RSUs Outstanding RSUs generally vest as to 25% of the original number of shares subject to the award on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the award is vested in full, unless earlier terminated in accordance with the terms of the applicable equity plan or the applicable award agreement; provided that awards granted to executive officers will vest in full, to the extent not already vested, upon the occurrence of a “change in control event” if the executive officer is terminated without “cause” by the Company or resigns for “good reason” (in each case as defined in the applicable award agreement) within 12 months following the change in control event or if the acquiring company does not assume the award or substitute equivalent awards.
RSUs
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RSUs
Absent a change in control event, if an RSU recipient ceases to be eligible to receive award grants under the 2013 Equity Plan or the 2023 Equity Plan, as applicable, including through termination of employment without cause, the RSUs that are unvested as of such time are forfeited immediately to the Company without payment of consideration. If an RSU recipient dies before an RSU is fully vested, the RSU shall become vested in full immediately upon death of the recipient.
PSUs
PSUs The Company’s PSU grants are subject to achievement of a total stockholder return (“TSR”) performance goal. Executive officers received a “target” number of PSUs. The number of PSUs that will vest will be determined based on the Company’s TSR over a three-year performance period relative to the TSR of the group of companies in the Nasdaq Composite Index. In the case of PSU awards granted in 2025, the performance period is March 11, 2025 to March 10, 2028. The Compensation Committee granted PSUs with a three-year cliff vesting period and potential payout factors in excess of 100% to promote retention. The Committee selected the Nasdaq Composite Index to measure the Company’s relative TSR because this index provides a sufficient number of comparable companies and represents a significant majority of the companies with which the Company competes for stockholder capital.
PSUs
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PSUs
The measurement of the achievement of the TSR performance goal will be made based on the average stock price over a day period for both the Company and the companies in the Nasdaq Composite Index as of both the beginning and the end of the performance period. Only companies that are in the Nasdaq Composite Index as of both the date that is 90 trading days before the first day of the performance period through, and including, the last day of the performance period will be included in the measurement. The measurement of the 90-trading day period at the beginning of the performance period begins on the day immediately prior to the first day of the performance period. The measurement of the 90-trading day period at the end of the performance period ends on the last day of the performance period. The number of PSUs, if any, that vest will be determined and certified by the Compensation Committee following the end of the performance period and will be equal to the product of (i) the target number of PSUs and (ii) the applicable payout factor, calculated as set forth below:
PSUs
| The Company’s TSR Performance Stated as a Comparative Percentile Ranking Within the Members of the Nasdaq Composite Index | Payout Factor | | ≥ 75 th Percentile | 200% | | 50 th Percentile | 100% | | 25 th Percentile | 50% | | < 25 th Percentile | 0% |
PSUs
The payout factor will be linearly interpolated for TSR performance between the 25 th and 75 th percentiles. Upon a change in control, achievement of the performance goal will be measured as of immediately prior to the closing of the change in control transaction, and the award will convert to a time-vested RSU for the remainder of the performance period, subject to acceleration on a qualifying termination (i.e., termination without cause or for good reason). Upon death or disability of a participant, the award would remain outstanding and the participant or his or her estate would receive the pro rata portion of the shares that otherwise would have vested had the participant remained in service through the completion of the applicable performance period and certification of the achievement of the performance goal by the Compensation Committee. Except as noted above, the participant is required to remain an eligible participant under the 2023 Equity Plan through the Compensation Committee’s certification of the achievement of the performance goal (which we expect to occur shortly after the end of the performance period) for the PSU to be eligible for vesting. Additionally, several executive officers were granted equity awards in prior years. For a description of awards outstanding for each of the named executive officers as of December 31, 2025, please see the information in the table “Outstanding Equity Awards at 2025 Fiscal Year-end” in “Executive Officer Compensation.” We believe that stock option awards, RSUs, PSUs, and discretionary cash bonus arrangements, as applicable, provide appropriate short and long-term incentives to our executive officers to increase stockholder value.
Policies and Practices Related to the Grant of Equity Awards
Policies and Practices Related to the Grant of Equity Awards We typically grant equity awards, including stock options and restricted stock units, to our employees and directors on an annual basis. We may also grant equity awards to individuals upon hire or promotion or for retention purposes. During the last fiscal year, neither our Board nor the Compensation Committee took material nonpublic information into account when determining the timing or terms of equity awards, nor did we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our non-employee directors receive an annual stock option and restricted stock unit award, which is automatically effective on May 31 of each year. Additionally, newly appointed directors are automatically granted stock option and restricted stock unit awards upon their appointment to the Board pursuant to the terms of our 2023 Equity Plan.
Policies and Practices Related to the Grant of Equity Awards
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Change-in-control Agreements
Change-in-control Agreements The equity awards granted under the 2013 Equity Plan and 2023 Equity Plan to our executive officers provide, as applicable, (A) for stock options and RSUs vesting in full (i) upon the occurrence of a change in control event under specified conditions, (ii) the death of the participant or (iii) upon the termination without cause or resignation for good reason of the applicable executive officer within 12 months following a change in control event, and (B) for PSUs, upon a change in control, measurement of achievement of the performance goal as of immediately prior to the closing of the change in control transaction, with the award converting to a time-vested RSU for the remainder of the performance period, subject to acceleration on a qualifying termination (i.e., termination without cause or for good reason), in each case as described above in the “—Elements Used to Achieve 2025 Compensation Objectives—Equity Awards” section. For details on potential payments upon a change in control, please see “Executive and Director Compensation—Executive Officer Compensation—Potential Payments Upon Termination or Change in Control.”
Change-in-control Agreements
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Summary Compensation Table
Summary Compensation Table The table below sets forth certain information concerning the compensation of the executive officers for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, as applicable.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michael J. Saylor Chairman of the Board & Executive Chairman | 2025 | 1 | — | — | — | 780,731(12) | 780,732 | | | 2024 | 1 | — | — | — | 791,911 | 791,912 | | | 2023 | 1 | — | — | — | 799,669 | 799,670 | | Phong Q. Le President & Chief Executive Officer | 2025 | 1,100,000 | 1,235,000(8) | 8,796,864 | 2,376,459 | 275,881(13) | 13,784,204 | | | 2024 | 1,000,000 | 880,000(8) | 10,404,497 | 2,978,845 | 472,805 | 15,736,147 | | | 2023 | 1,000,000 | 680,000(8) | 5,954,383 | — | 393,872 | 8,028,255 | | Andrew Kang Executive Vice President & Chief Financial Officer | 2025 | 700,000 | 510,000(9) | 3,635,199 | 848,610 | 32,923(14) | 5,726,732 | | | 2024 | 640,000 | 550,000(9) | 5,451,954 | 1,064,271 | 112,138 | 7,818,363 | | | 2023 | 640,000 | 425,000(9) | 2,126,570 | 920,217 | 46,067 | 4,157,854 | | Thomas C. Chow(4) Executive Vice President, General Counsel & Secretary | 2025 | 50,000(6) | 133,750(10) | 2,107,070 | 1,334,219 | 238,971(15) | 3,864,010 | | W. Ming Shao(5) Former Executive Vice President, General Counsel & Secretary | 2025 | 700,000(7) | 450,000(7)(11) | 2,871,928(7) | 509,283(7) | 33,147(7)(16) | 4,564,358(7) | | | 2024 | 640,000 | 550,000(11) | 4,422,290 | 638,563 | 17,660 | 6,268,513 | | | 2023 | 640,000 | 425,000(11) | 1,913,802 | — | 52,344 | 3,031,146 |
Summary Compensation Table
| (1) Stock Awards include RSUs and PSUs. Represents the grant date fair value of RSUs and PSUs, calculated in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” See Note 11 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for the assumptions made in determining grant date fair value for the RSUs and PSUs. This amount reflects the grant date fair value for the RSUs and PSUs and is not intended to represent the value, if any, that has been or will be actually realized by the individual. |
Summary Compensation Table
| (2) Represents the grant date fair value of an option to purchase shares of our Class A Stock, calculated in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” See Note 11 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for the assumptions made in determining grant date fair value for the option. This amount reflects the grant date fair value for the option and is not intended to represent the value, if any, that has been or will be actually realized by the individual. |
Summary Compensation Table
| (3) All Other Compensation includes the value of perquisites and other personal benefits, employer 401(k) Plan Match, group term Life Insurance for the executive officer, tax gross-ups paid to such executive officer for the fiscal year and, in the case of Mr. Shao, accrued but unused vacation time at the time of his departure from the Company. |
Summary Compensation Table
| For purposes of the amounts reported in this column for 2025: |
Summary Compensation Table
| • | “401(k) Plan Match” refers to matching payments of up to $5,000 annually made by the Company under the Company’s 401(k) plan, which is a benefit available to most Company employees; |
Summary Compensation Table
| • | “Company Aircraft” refers to the Bombardier Global Express XRS aircraft owned by the Company collectively with additional aircraft that we may lease or charter; |
Summary Compensation Table
| • | “Corporate Development Program” refers to tickets for sporting, charity, dining, entertainment, or similar events, as well as use of corporate suites, club memberships, or similar facilities that the Company may acquire; |
Summary Compensation Table
| • | “Life Insurance” refers to premiums paid by the Company with respect to a group term life insurance plan, which is a benefit available to most Company employees; |
Summary Compensation Table
| Strategy | 2026 Proxy Statement | 39 |
Summary Compensation Table
| • | “President’s Club” refers to an annual trip and related events for sales and services personnel who have met specified performance criteria as well as certain executive officers, other Company personnel, and their guests; |
Summary Compensation Table
| • | “Relocation Expenses” represents taxable relocation expenses reimbursable to Mr. Chow, subject to the terms and conditions of his offer letter; |
Summary Compensation Table
| • | “Security Program” refers to the expenses related to the security program pursuant to which the Company pays for various costs related to the provision of security to Mr. Saylor; |
Summary Compensation Table
| • | “Supplemental Disability Insurance” refers to premiums paid by the Company with respect to individual disability insurance policies provided to certain Company personnel, including eligible executive officers, as a supplement to the group disability insurance that is available to most Company employees. |
Summary Compensation Table
| • | “Miscellaneous” refers to certain miscellaneous benefits, such as use of a Company website by Mr. Saylor. |
Summary Compensation Table
| See “Executive and Director Compensation—Compensation Discussion and Analysis” for further discussion of the benefits referred to in this footnote. |
Summary Compensation Table
| With respect to each item of All Other Compensation, we report the aggregate incremental cost to the Company. We generally calculate aggregate incremental cost to the Company by disregarding fixed costs that the Company has already incurred as a general matter but are necessary to provide the item and aggregating only the variable costs that the Company incurs as a result of providing the item to the executive officer. We calculate aggregate incremental cost to the Company for the following perquisites that represented the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for a particular executive officer as indicated below: |
Summary Compensation Table
| • | With respect to the Company Aircraft, we have determined that there is no aggregate incremental cost to the Company when personal guests of executive officers accompany executive officers on business flights. When the purpose of the flight is personal in nature, we determine the aggregate incremental cost of providing the Company Aircraft for personal use by aggregating variable costs associated with the particular flight such as fuel costs, crew travel expenses, casual and temporary labor costs, aviation staff expenses, aircraft trip planning fees, handler and landing fees, and catering costs. |
Summary Compensation Table
| • | With respect to Mr. Saylor’s use of assistants for personal matters, we have determined that there is no aggregate incremental cost to the Company as such Company personnel are otherwise performing services for the Company in connection with the business of the Company. |
Summary Compensation Table
| • | With respect to the Security Program, we have determined that the aggregate incremental cost to the Company of providing this benefit is calculated by prorating certain aggregated costs associated with the operation of the Security Program by the percentage of time spent by the security specialists on matters that are personal in nature. Such costs include compensation and fees for the security specialists, travel, parking, lodging, and meal expenses associated with the provision of security services, consulting and advisory fees, rent and related office expenses, training, and other business costs. In addition, the aggregate incremental cost to the Company of providing the Security Program includes amounts paid by the Company to enhance the operation and security of the network infrastructure at certain properties owned by Mr. Saylor. |
Summary Compensation Table
| (4) Mr. Chow began serving as the Company’s Executive Vice President, General Counsel & Secretary on December 1, 2025. |
Summary Compensation Table
| (5) In connection with Mr. Chow’s appointment, on December 1, 2025, Mr. Shao retired as the Company’s Executive Vice President, General Counsel & Secretary and transitioned to a non-executive employee advisory role from December 1, 2025 through December 31, 2025, his last day with the Company. |
Summary Compensation Table
| (6) Amount shown represents the base salary earned by Mr. Chow in 2025, which was pro-rated to reflect the time he was employed by the Company such year. |
Summary Compensation Table
| (7) Amount shown for 2025 represents Mr. Shao’s aggregate compensation for his service as Executive Vice President, General Counsel & Secretary and for his subsequent service as a non-executive advisor, during which he received the same compensation that he received immediately prior to his retirement. |
Summary Compensation Table
| (8) Amount shown represents a discretionary cash bonus awarded to Mr. Le for the respective fiscal year. |
Summary Compensation Table
| (9) Amount shown represents a discretionary cash bonus awarded to Mr. Kang for the respective fiscal year. |
Summary Compensation Table
| (10) Amount shown represents the sum of (i) a $33,750 discretionary cash bonus (pro-rated to reflect the time Mr. Chow was employed by the Company in 2025) and (ii) a $100,000 one-time reporting bonus. |
Summary Compensation Table
| (11) Amount shown represents a discretionary cash bonus awarded to Mr. Shao for the respective fiscal year. |
Summary Compensation Table
| (12) Amount shown consists of (i) $272,113 in connection with the Security Program, (ii) $422,322 in connection with personal use of the Company Aircraft, (iii) $75,357 in tax gross-ups paid to Mr. Saylor for 2025, (iv) $6,000 in connection with personal use of a Company website, and (v) $4,939 in Supplemental Disability Insurance. |
Summary Compensation Table
| (13) Amount shown consists of (i) $159,005 in connection with personal use of the Company Aircraft, (ii) $82,761 in tax gross-ups paid to Mr. Le for 2025, (iii) $28,405 in connection with President’s Club, (iv) $515 in connection with personal use of the Corporate Development Program, (v) $5,000 in connection with 401(k) Plan Match and (vi) $195 in connection with Life Insurance. |
Summary Compensation Table
| (14) Amount shown consists of (i) $15,378 in connection with President’s Club, (ii) $12,350 in tax gross-ups paid to Mr. Kang for 2025, (iii) $5,000 in connection with 401(k) Plan Match and (iv) $195 in connection with Life Insurance. |
Summary Compensation Table
| (15) Amount shown consists of (i) $150,000 in connection with Relocation Expenses, (ii) $87,454 in tax gross-ups paid to Mr. Chow for 2025, (iii) $1,500 in connection with 401(k) Plan Match and (iv) $16 in connection with Life Insurance. |
Summary Compensation Table
| (16) Amount shown consists of (i) $12,465 in Supplemental Disability Insurance, (ii) $5,000 in connection with 401(k) Plan Match, (iii) $195 in connection with Life Insurance and (iv) $15,487 accrued but unused vacation time as of December 31, 2025. |
Summary Compensation Table
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Grants of Plan-based Awards for 2025
Grants of Plan-based Awards for 2025 The following table sets forth certain information concerning grants of plan-based awards to the executive officers for the fiscal year ended December 31, 2025:
Grants of Plan-based Awards for 2025
| | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Grant Type | | | | | | Michael J. Saylor | — | — | — | — | — | — | | Phong Q. Le | 3/11/2025 | Options | — | 12,207 | 260.59 | 2,376,459 | | Phong Q. Le | 3/11/2025 | RSUs | 17,892 | — | — | 4,662,476 | | Phong Q. Le | 3/11/2025 | PSUs | 9,277 | — | — | 4,134,388 | | Andrew Kang | 3/11/2025 | Options | — | 4,359 | 260.59 | 848,610 | | Andrew Kang | 3/11/2025 | RSUs | 8,284 | — | — | 2,158,728 | | Andrew Kang | 3/11/2025 | PSUs | 3,313 | — | — | 1,476,472 | | Thomas C. Chow | 12/5/2025 | Options | — | 9,843 | 178.99 | 1,334,219 | | Thomas C. Chow | 12/5/2025 | RSUs | 11,772 | — | — | 2,107,070 | | W. Ming Shao(4) | 3/11/2025 | Options | — | 2,616 | 260.59 | 509,283 | | W. Ming Shao(4) | 3/11/2025 | RSUs | 7,621 | — | — | 1,985,956 | | W. Ming Shao(4) | 3/11/2025 | PSUs | 1,988 | — | — | 885,972 |
Grants of Plan-based Awards for 2025
| (1) Amount shown relates to RSUs and PSUs. The RSUs (i) will vest as to 25% of the original number of RSUs on the first anniversary of the date of grant and will vest as to an additional 25% on each anniversary thereafter until fully vested, unless earlier terminated in accordance with the terms of the 2023 Equity Plan and/or the applicable RSU agreement, (ii) provide for vesting in full in connection with a change in control event under specified conditions or the death of the participant, in each case as set forth in the applicable RSU agreement, and (iii) are otherwise subject to such other terms and conditions as are set forth in the RSU agreement and the 2023 Equity Plan. Each PSU represents a contingent right to receive a number of shares of Class A Stock between 0% and 200% of the target number of units, with the percentage determined based on our relative TSR as compared to the TSR of members of the Nasdaq Composite Index over a three-year performance period (March 11, 2025 to March 10, 2028). Vesting is subject to certification by the Compensation Committee of the level of achievement of the performance goal and the participant’s continued service through that date. The PSUs are otherwise subject to such other terms and conditions as are set forth in the PSU agreement and the 2023 Equity Plan. The “target” number of PSUs is provided in this table. |
Grants of Plan-based Awards for 2025
| (2) Amounts shown relate to options to purchase shares of our Class A Stock granted under the 2023 Equity Plan. Each option (i) is not intended to qualify as an incentive stock option, (ii) expires on the tenth anniversary of the date of grant, (iii) will vest as to 25% of the original number of shares subject to the stock option on the first anniversary of the date of grant and vests as to an additional 25% on each anniversary thereafter until the option is vested in full, unless earlier terminated in accordance with the terms of the 2023 Equity Plan or the applicable option agreement, (iv) provides for vesting in full in connection with a change in control event under specified conditions or the death of the participant, in each case as set forth in the applicable option agreement, and (v) is otherwise subject to such other terms and conditions as are set forth in the applicable option agreement and the 2023 Equity Plan. |
Grants of Plan-based Awards for 2025
| (3) Amounts calculated in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation.” See Note 11 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for the assumptions made in determining grant date fair values. These amounts reflect the grant date fair values for the options, RSUs and PSUs and are not intended to represent the value, if any, that has been or will be actually realized by the individual. |
Grants of Plan-based Awards for 2025
| (4) Mr. Shao retired as the Company’s Executive Vice President, General Counsel & Secretary on December 1, 2025 and transitioned to a non-executive employee advisory role which he held from December 1, 2025 through December 31, 2025, his last day with the Company. As a result, this award was forfeited in its entirety for no consideration on December 31, 2025 in accordance with the terms of the applicable award agreement. |
Grants of Plan-based Awards for 2025
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Outstanding Equity Awards at 2025 Fiscal Year-end
Outstanding Equity Awards at 2025 Fiscal Year-end The following table sets forth information concerning unexercised options and unvested RSUs and PSUs outstanding as of December 31, 2025, for each of the executive officers. All option awards, RSUs and PSUs were with respect to our Class A Stock.
Outstanding Equity Awards at 2025 Fiscal Year-end
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price per Share ($) | Option Expiration Date | Number of RSUs that Have Not Vested (#)(2) | Market Value of RSUs that Have Not Vested ($)(3) | Number of PSUs that Have Not Vested (#)(4) | Market Value of PSUs that Have Not Vested ($) | | Michael J. Saylor | — | — | — | — | — | — | — | — | | Phong Q. Le | 351,162 | — | 15.16 | 11/22/2029 | — | — | — | — | | | 400,000 | — | 69.123 | 2/23/2031 | — | — | — | — | | | 300,000 | 100,000 | 40.46 | 2/17/2032 | — | — | — | — | | | 450,000(5) | 150,000 | 23.125 | 9/13/2032 | — | — | — | — | | | 6,680 | 20,050 | 159.929 | 3/21/2034 | — | — | — | — | | | — | 12,207 | 260.590 | 3/11/2035 | — | — | — | — | | | — | — | — | — | 23,840 | 3,622,488 | — | — | | | — | — | — | — | 21,960 | 3,336,822 | — | — | | | — | — | — | — | 17,892 | 2,718,689 | — | — | | | — | — | — | — | — | — | 95,370 | 28,982,943(6) | | | — | — | — | — | — | — | 18,630 | 5,661,657(6) | | | — | — | — | — | — | — | 9,277 | 704,820(7) | | Andrew Kang | 50,000 | 37,500 | 19.744 | 5/18/2032 | — | — | — | — | | | 24,740 | 24,750 | 27.636 | 6/5/2033 | — | — | — | — | | | 2,380 | 7,170 | 159.929 | 3/21/2034 | — | — | — | — | | | — | 4,359 | 260.590 | 3/11/2035 | — | — | — | — | | | — | — | — | — | 12,500 | 1,899,375 | — | — | | | — | — | — | — | 8,520 | 1,294,614 | — | — | | | — | — | — | — | 15,980 | 2,428,161 | — | — | | | — | — | — | — | 8,284 | 1,258,754 | — | — | | | — | — | — | — | — | — | 34,060 | 10,350,834(6) | | | — | — | — | — | — | — | 6,660 | 2,023,974(6) | | | — | — | — | — | — | — | 3,313 | 251,705(7) | | Thomas C. Chow | — | 9,843 | 178.99 | 12/5/2035 | — | — | — | — | | | — | — | — | — | 11,772 | 1,788,755 | — | — | | W. Ming Shao | 170,998 | — | 69.123 | 2/23/2031(8) | — | — | — | — | | | 19,100 | — | 40.46 | 2/17/2032(8) | — | — | — | — | | | 50,000 | — | 17.50 | 11/10/2032(8) | — | — | — | — | | | 1,430 | — | 159.929 | 3/21/2034(8) | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-end
| (1) Each option (i) is not intended to qualify as an incentive stock option, (ii) has an exercise price per share equal to the closing sale price of our Class A Stock as quoted on Nasdaq on the grant date, (iii) expires on the tenth anniversary of the grant date, (iv) vested or will vest as to 25% of the original number of shares subject to the stock option on the first anniversary of the grant date and vests as to an additional 25% on each anniversary thereafter until the option is vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan, the 2023 Equity Plan or the applicable option agreement, (v) provides for vesting in full in connection with a change in control event under specified conditions or death of the participant, in each case as set forth in the applicable option agreement, and (vi) is otherwise subject to such other terms and conditions as are set forth in the applicable option agreement, the 2013 Equity Plan and the 2023 Equity Plan. |
Outstanding Equity Awards at 2025 Fiscal Year-end
| (2) The RSUs (i) will vest as to 25% of the underlying shares on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the RSUs are vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan, the 2023 Equity Plan or the applicable RSU agreement, (ii) provides for vesting in full in connection with a change in control event under specified conditions or death of the participant, in each case as set forth in the applicable RSU agreement, and (iii) is otherwise subject to such other terms and conditions as are set forth in the applicable RSU agreement, the 2013 Equity Plan and the 2023 Equity Plan, as applicable. |
Outstanding Equity Awards at 2025 Fiscal Year-end
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Outstanding Equity Awards at 2025 Fiscal Year-end
| (3) The market value of the RSUs is based on the closing price of our Class A Stock on Nasdaq on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-end
| (4) Each PSU represents a contingent right to receive shares of Class A Stock of between 0% and 200% of the target number of units, with the percentage determined based on our relative TSR as compared to the TSR of members of the Nasdaq Composite Index over a three-year performance period. Vesting is subject to certification by the Compensation Committee of the level of achievement of the performance goal and the participant’s continued service through that date. The PSUs are otherwise subject to such other terms and conditions as are set forth in the PSU agreement and the 2023 Equity Plan. The “target” number of PSUs is provided in this table. |
Outstanding Equity Awards at 2025 Fiscal Year-end
| (5) Includes options to purchase 101,756.55 shares of Class A Stock held by Mr. Le indirectly through the Carrie & Phong Le 2024 Legacy Trust, of which Mr. Le’s spouse is the trustee, and Mr. Le’s and his spouse’s descendants are beneficiaries. |
Outstanding Equity Awards at 2025 Fiscal Year-end
| (6) The market value of the PSUs is based on the closing price of our Class A Stock on Nasdaq on December 31, 2025, and assumes a payout factor of 200% based on our relative TSR compared to the TSR of the members of the Nasdaq Composite Index during the applicable periods. |
Outstanding Equity Awards at 2025 Fiscal Year-end
| (7) The market value of the PSUs is based on the closing price of our Class A Stock on Nasdaq on December 31, 2025, and assumes a payout factor of 50% based on our relative TSR compared to the TSR of the members of the Nasdaq Composite Index. |
Outstanding Equity Awards at 2025 Fiscal Year-end
| (8) The date included in this table is the option expiration date at the time of grant. Mr. Shao retired as the Company’s Executive Vice President, General Counsel & Secretary on December 1, 2025 and transitioned to a non-executive employee advisory role which he held from December 1, 2025 through December 31, 2025, his last day with the Company. As a result, in accordance with the terms of the applicable award agreement, any portion of this award which was (i) vested and unexercised as of December 31, 2025 expired and was forfeited for no consideration on March 31, 2026 and (ii) unvested as of December 31, 2025 expired and was forfeited for no consideration on such date. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table sets forth information concerning (i) the number of shares acquired and the value realized on exercise or transfer for value of stock options and (ii) the number of shares acquired, and the value realized on vesting of stock awards during the fiscal year ended December 31, 2025, by each of the executive officers.
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael J. Saylor | — | — | — | — | | Phong Q. Le | — | — | 19,240 | 6,710,122 | | Andrew Kang | 25,000 | 9,327,151 | 22,080 | 8,420,660 | | Thomas C. Chow | — | — | — | — | | W. Ming Shao | 209,902 | 63,181,531 | 8,820 | 2,990,004 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The options to purchase shares of our Class A Stock granted to the executive officers outstanding as of December 31, 2025 provide for vesting in full (i) in connection with a change in control event if the executive officer is terminated without “cause” by the Company or resigns for “good reason,” in each case as defined in the applicable option agreement, within 12 months following the change in control event or if the acquiring company does not assume the options or substitute equivalent awards or (ii) upon death of the participant. If any such event had occurred on December 31, 2025, and the specified conditions as set forth in the applicable option agreement were satisfied:
Potential Payments Upon Termination or Change in Control
| • | vesting of the options held by Mr. Le would have been accelerated with respect to (i) 100,000 shares granted in February 2022, representing a benefit of $11,149,000, based on the difference between $40.46, the exercise price per share of the option, and $151.95, the closing price of our Class A Stock on Nasdaq on December 31, 2025, and (ii) 150,000 shares granted in September 2022, representing a benefit of $19,323,750, based on the difference between $23.125, the exercise price per share of the option, and $151.95, the closing price of our Class A Stock on Nasdaq on December 31, 2025. Vesting of the options held by Mr. Le also would have accelerated, but would not have resulted in a benefit (because the exercise price of the shares underlying such options was greater than $151.95, the closing price of our Class A Stock on Nasdaq on December 31, 2025), with respect to: (a) 20,050 shares granted in March 2024, which have an exercise price per share of $159.929 and (b) 12,207 shares granted in March 2025, which have an exercise price per share of $260.59. No portion of the remaining options held by Mr. Le would have been subject to accelerated vesting because, with respect to the options granted in 2019 and 2021, the remaining shares underlying such options were already fully vested as of December 31, 2025. |
Potential Payments Upon Termination or Change in Control
| • | vesting of the options held by Mr. Kang would have been accelerated with respect to (i) 37,500 shares granted in May 2022, representing a benefit of $4,957,725, based on the difference between $19.744, the exercise price per share of the option, and $151.95, the closing price of our Class A Stock on Nasdaq on December 31, 2025, |
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
| and (ii) 24,750 shares granted in June 2023, representing a benefit of $3,076,771.50, based on the difference between $27.636, the exercise price per share of the option, and $151.95, the closing price of our Class A Stock on Nasdaq on December 31, 2025. Vesting of the options held by Mr. Kang also would have accelerated, but would not have resulted in a benefit (because the exercise price of the shares underlying such options was greater than $151.95, the closing price of our Class A Stock on Nasdaq on December 31, 2025), with respect to: (a) 7,170 shares granted in March 2024, which have an exercise price per share of $159.929, and (b) 4,359 shares granted in March 2025, which have an exercise price per share of $260.59. |
Potential Payments Upon Termination or Change in Control
| • | vesting of the options held by Mr. Chow would have been accelerated, but would not have resulted in a benefit (because the exercise price of the shares underlying such options was greater than $151.95, the closing price of our Class A Stock on Nasdaq on December 31, 2025), with respect to 9,843 shares granted in December 2025, which have an exercise price per share of $178.99. |
Potential Payments Upon Termination or Change in Control
As with the options, the RSUs granted to the executive officers outstanding as of December 31, 2025 provide for vesting in full (i) in connection with a change in control event if the executive officer is terminated without “cause” by the Company or resigns for “good reason,” in each case as defined in the applicable RSU agreement, within 12 months following the change in control event or if the acquiring company does not assume the RSUs or substitute equivalent awards or (ii) upon death of the participant. If any such event had occurred on December 31, 2025, and the specified conditions as set forth in the applicable RSU agreement were satisfied, (i) the vesting of the RSUs held by Mr. Le would have been accelerated with respect to 63,692 shares, representing a benefit of $9,677,999.40, (ii) the vesting of the RSUs held by Mr. Kang would have been accelerated with respect to 45,284 shares, representing a benefit of $6,880,903.80, and (iii) the vesting of the RSUs held by Mr. Chow would have been accelerated with respect to 11,772 shares representing a benefit of $1,788,755.40, in each case based on the $151.95 closing price of our Class A Stock on Nasdaq on December 31, 2025. For PSUs, upon a change in control, achievement of the performance goal will be measured as of immediately prior to the closing of the change in control transaction, and the award will convert to a time-vested RSU for the remainder of the performance period, subject to acceleration on a qualifying termination (i.e., termination without cause or for good reason), in each case as described above in the “—Elements Used to Achieve 2025 Compensation Objectives—Equity Awards” section. If such events had occurred on December 31, 2025, (i) the vesting of the PSUs held by Mr. Le would have been accelerated with respect to 232,639 shares, representing a benefit of $35,349,420.08 and (ii) the vesting of the PSUs held by Mr. Kang would have been accelerated with respect to 83,097 shares, representing a benefit of $12,626,513.18, in each case based on the $151.95 closing price of our Class A Stock on Nasdaq on December 31, 2025 and reflecting a payout factor of 200% in the case of PSUs granted to Messrs. Le and Kang in June 2023 and March 2024 and 50% in the case of PSUs granted to Messrs. Le and Kang in March 2025. In addition, under the offer letter he executed in connection with joining the Company, Mr. Kang is entitled to a severance payment in the event that his employment was terminated without cause, as defined in the offer letter, in an amount equal to twelve (12) months of base salary and an additional amount to be determined by the Company not to exceed his annual bonus potential prorated for the time he worked in that year up through his termination date, contingent on signing and not revoking a general release of claims against the Company. Assuming that the triggering event for such payment occurred on December 31, 2025, Mr. Kang would have been entitled to a severance payment of $700,000 (his base salary as of such date) plus an additional amount to be determined by the Company of up to $600,000 (his annual bonus potential for 2025). Further, under the offer letter he executed in connection with joining the Company, in the event that Mr. Chow’s employment was terminated without cause, as defined in the offer letter, he is entitled to (i) a lump sum severance payment in an amount equal to six (6) months of base salary at the rate in effect immediately prior to the termination date and (ii) continued health benefits coverage for a period of six (6) months following the termination of Mr. Chow’s group insurance coverage, in each case contingent on signing and not revoking a general release of claims against the Company. Assuming that the triggering event occurred on December 31, 2025, Mr. Chow would have been entitled to receive a severance payment of $300,000 (based on his $600,000 base salary as of such date) and continued health benefits coverage valued at up to approximately $17,879. As previously disclosed, Mr. Shao retired as Executive Vice President, General Counsel & Secretary on December 1, 2025 and transitioned to a non-executive employee advisory role from December 1, 2025 through December 31, 2025, his last day with the Company. In connection with the foregoing, Mr. Shao was paid $15,487 for accrued but unused vacation time at the time of his departure from the Company. Pursuant to Instruction 4 to Item 402(j) of Regulation S-K, the foregoing disclosure reflects only amounts actually paid to Mr. Shao in connection with a termination, rather than potential payments upon a hypothetical triggering event.
Potential Payments Upon Termination or Change in Control
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Director Compensation
Director Compensation Each non-employee or “outside” director is entitled to receive an annual retainer of $100,000 ($25,000 per quarter), which is not contingent on meeting attendance. Each outside director who is a member of the Audit Committee is also entitled to receive a quarterly fee of $10,000 (or $15,000 in the case of the Chair of the Audit Committee). Each outside director who is a member of the Compensation Committee is also entitled to receive a quarterly fee of $5,000 (or $7,500 in the case of the Chair of the Compensation Committee). In order to be eligible to receive the Audit Committee or Compensation Committee fees with respect to a fiscal quarter, the outside director must serve on the Audit Committee or Compensation Committee, as applicable, on the last day of such fiscal quarter. Outside directors are no longer eligible to receive additional retainers for additional delegated services. Further, no fees are paid for service on the Nominating Committee. Beginning in April 2021, outside directors have received all fees for their service on the Board in bitcoin instead of cash. At the time of payment, the fees are converted from U.S. dollars into bitcoin by the payment processor and then deposited into the digital wallet of the applicable outside director. Additionally, pursuant to the 2023 Equity Plan, on May 31 of each year beginning in 2023, each non-employee director who is then serving as a non-employee director as of such date is automatically granted Awards with an aggregate fair value (calculated based on grant date fair value for financial reporting purposes) equal to $300,000, half of which ($150,000) consist of non-statutory stock options and half of which ($150,000) consist of RSUs. Each such Award vests on the first anniversary of the date of grant. Furthermore, pursuant to the 2023 Equity Plan, beginning on December 20, 2024, each non-employee director who is newly appointed to the Board shall automatically receive, upon the date of such director’s initial appointment to the Board, equity awards having an aggregate fair value equal to $2,000,000, one-half of which ($1,000,000) will consist of a non-statutory stock option and one-half of which ($1,000,000) will consist of RSUs, with each award vesting annually in equal installments over four years. From time to time, the Board may hold meetings and other related activities in various locations for which the Company pays for the expenses of outside directors and their guests (“Meeting Activities”). In addition, we may hold, host, or otherwise arrange parties, outings, or other similar entertainment events for which the Company pays for the expenses of outside directors and their guests (“Entertainment Events”). We may also request that outside directors participate in conferences, symposia, and other similar events or activities relating to our business for which the Company pays the expenses of outside directors and their guests (“Company-sponsored Activities” and collectively with Meeting Activities and Entertainment Events, “Strategy Activities”). Any employee director is also eligible to participate in Strategy Activities. We are also authorized to make available, from time to time, for personal use by outside directors: tickets to sporting, charity, dining, entertainment, or similar events, as well as use of corporate suites, club memberships, or similar facilities that we may acquire; Company-owned vehicles and related driving services; the services of one or more drivers for vehicles other than Company-owned vehicles; and the Company’s Bombardier Global Express XRS aircraft (collectively with additional aircraft that we may lease or charter, the “Company Aircraft”). Outside directors may make personal use of Company Aircraft; provided that (a) all outside directors are invited by the Company to travel on the applicable flight and (b) such personal use is in connection with the outside director’s participation in one or more (1) Meeting Activities, (2) Entertainment Events to which all outside directors have been invited, or (3) Company-sponsored Activities. In addition, outside directors may make personal use of Company Aircraft on a “ride-along” basis. We also make available to outside directors certain medical, dental, and vision insurance plan benefits that we offer to our U.S. employees. To the extent that any of the arrangements described above, other than fee compensation, result in imputed compensation to an outside director, we pay to (or withhold and pay to the appropriate taxing authority on behalf of) such outside director a tax gross-up in cash approximating his (i) federal and state income and payroll taxes on the taxable income associated with such arrangements, plus (ii) federal and state income and payroll taxes on the taxes that the outside director may incur as a result of the payment of taxes by us with respect to the imputed compensation, subject to the aggregate amount limitations described above in “Executive and Director Compensation—Compensation Discussion and Analysis,” if applicable.
Director Compensation
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Director Compensation
The following table sets forth information concerning the compensation of each of our non-employee directors for the fiscal year ended December 31, 2025. For more information regarding the compensation of our employee directors, Messrs. Saylor and Le, please see “Executive and Director Compensation—Executive Officer Compensation” above.
Director Compensation
| Name | Fees Earned or Paid in Bitcoin ($) | Equity Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Peter L. Briger, Jr. | 50,000 | 1,999,544 | — | 2,049,544 | | Brian P. Brooks | 100,000 | 2,455,478 | — | 2,555,478 | | Jane A. Dietze | 130,000 | 2,455,478 | — | 2,585,478 | | Stephen X. Graham | 160,000 | 300,068 | 12,599 | 472,667 | | Jarrod M. Patten | 160,000 | 300,068 | — | 460,068 | | Leslie J. Rechan(3) | 30,000 | 300,068(4) | 7,659 | 337,727(4) | | Carl J. Rickertsen | 140,000 | 300,068 | 6,507 | 446,575 | | Gregg J. Winiarski | 130,000 | 2,455,478 | — | 2,585,478 |
Director Compensation
| (1) Represents the aggregate grant date fair value of automatic annual equity grants and automatic newly-appointed director equity grants made to Messrs. Briger, Brooks, Graham, Patten, Rechan, Rickertsen and Winiarski and Ms. Dietze, as applicable, in 2025, and in each case calculated in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” Pursuant to the 2023 Equity Plan, on May 31, 2025, we granted to each of Messrs. Brooks, Graham, Patten, Rechan, Rickertsen and Winiarski and Ms. Dietze 406 RSUs and options to purchase 545 shares of our Class A Stock, equating to grants to each director with an aggregate grant date fair value of $300,000 (split evenly between RSUs and options). Each such award vests in full on May 31, 2026 (except Mr. Rechan’s awards, which were forfeited on June 12, 2025 as described below). Additionally, pursuant to the 2023 Equity Plan, in December 2024, we granted to each of Ms. Dietze and Messrs. Brooks and Winiarski options to purchase 3,709 shares of our Class A Stock and 2,745 RSUs, equating to grants with an aggregate fair value of $2,000,000 as of the date of appointment (split evenly between RSUs and options). The RSUs and stock options vest in equal annual installments over four years. These grants were made subject to stockholder approval of an amendment to the 2023 Plan. The amendment to the 2023 Equity Plan was approved by the Company’s stockholders on January 21, 2025, at which point the grants became effective for accounting purposes. Lastly, in July 2025, we granted to Mr. Briger options to purchase 3,554 shares of our Class A Stock and 2,678 RSUs, representing an aggregate grant date fair value of $2,000,000 (split evenly between RSUs and options). The RSUs and stock options vest in equal annual installments over four years. The amounts reflect the grant date fair value for these awards and are not intended to represent the value, if any, actually realized or that may be realized by the individual. See Note 11 “Share-based Compensation” to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for the assumptions made in determining grant date fair value for these awards. As of December 31, 2025, our non-employee directors held the following shares of our Class A Stock and the following number of outstanding options to purchase shares of our Class A Stock: |
Director Compensation
| Name | Shares of Class A Stock | Outstanding Options(a) | Unvested RSUs(b) | | Peter L. Briger, Jr. | — | 3,554 | 2,678 | | Brian P. Brooks | 686 | 4,254 | 2,465 | | Jane A. Dietze | 686 | 4,254 | 2,465 | | Stephen X. Graham | 7,950 | 259,545 | 406 | | Jarrod M. Patten | 28,000 | 359,545 | 406 | | Leslie J. Rechan | 25,950(c) | —(d) | —(d) | | Carl J. Rickertsen | — | 13,045 | 406 | | Gregg J. Winiarski | 686 | 4,254 | 2,465 |
Director Compensation
| (a) Each option (i) is not intended to qualify as an incentive stock option, (ii) has an exercise price per share equal to the closing sale price of our Class A Stock as quoted on Nasdaq on the grant date, (iii) expires on the tenth anniversary of the grant date, and (iv) provides for vesting in full in connection with a change in control event under specified conditions or the death of the participant, in each case as set forth in the applicable option agreement or otherwise in accordance with provisions of the 2013 Equity Plan or 2023 Equity Plan, as applicable. Stock options granted prior to May 2023 vested or will vest as to 25% of the original number of shares subject to the stock option on the first anniversary of the grant date and vests as to an additional 25% on each anniversary thereafter until the option is vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable option agreement, and are otherwise subject to such other terms and conditions as are set forth in the applicable option agreement and the 2013 Equity Plan. With the exception of grants of stock option awards to newly appointed non-employee members of the Company’s Board under the 2023 Equity Plan, which vest annually in equal installments over four years (unless earlier terminated in accordance with the terms of the 2023 Equity Plan or the applicable option agreement), stock options granted in May 2024 vested, and stock options granted in 2025 will vest, as to 100% of the original number of shares subject to the stock option on the first anniversary of the grant date, unless (in the case of the stock options granted in 2025) earlier terminated in accordance with the terms of the 2023 Equity Plan or the applicable option agreement, and are otherwise subject to such other terms and conditions as are set forth in the applicable option agreement and the 2023 Equity Plan. |
Director Compensation
| 46 | Strategy | 2026 Proxy Statement |
Director Compensation
| (b) Each automatic annual grant of RSU vests as to 100% on the first anniversary of the grant date, unless earlier terminated in accordance with the terms of the 2023 Equity Plan or the applicable RSU agreement, and is otherwise subject to such other terms and conditions as are set forth in the applicable RSU agreement and the 2023 Equity Plan. Each automatic grant of RSUs to newly-appointed non-employee directors vests as to 25% of the original number of shares subject to the award on the first anniversary of the grant date and vests as to an additional 25% on each anniversary thereafter until vested in full, unless earlier terminated in accordance with the terms of the 2023 Equity Plan or the applicable RSU agreement, and are otherwise subject to such other terms and conditions as are set forth in the applicable RSU agreement and the 2023 Equity Plan. The RSU agreement provides for vesting in full in connection with a change in control event under specified conditions or the death of the participant, in each case as set forth in the applicable RSU agreement and the 2023 Equity Plan. |
Director Compensation
| (c) Includes 20,000 shares of Class A Stock held by Mr. Rechan indirectly through a trust, of which Mr. Rechan and his five children are beneficiaries and for which Mr. Rechan and two of his children serve as trustees. Based solely on Mr. Rechan’s Form 4 filed on June 3, 2025. |
Director Compensation
| (d) As a result of the conclusion of Mr. Rechan’s Board term, he had no exercisable options or unvested RSUs remaining as of December 31, 2025. |
Director Compensation
| (2) All Other Compensation includes the value of perquisites and other personal benefits for the director, as well as tax gross-ups paid to the applicable director for the fiscal year, but does not include perquisites and other personal benefits for the director if the total value of all perquisites and other personal benefits for such director in a given fiscal year was less than $10,000. For the fiscal year ended December 31, 2025, the figures shown in this column represent only tax gross-ups paid to the applicable director for the fiscal year. Personal use of the Company Aircraft by Mr. Rickertsen resulted in no aggregate incremental cost to the Company. |
Director Compensation
| (3) Mr. Rechan’s Board term concluded on June 12, 2025. |
Director Compensation
| (4) “Equity Awards” represents awards granted to Mr. Rechan in 2025 that were forfeited without consideration on June 12, 2025 upon the conclusion of his Board term. Such forfeited awards are also represented in “Total”. |
Director Compensation
| Strategy | 2026 Proxy Statement | 47 |
Pay Versus Performance
Pay Versus Performance As discussed in “Executive and Director Compensation—Compensation Discussion and Analysis,” the goal of our compensation program for our executive officers is the same as our goal for operating the Company—to create long-term value for our stockholders. The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers (the “PEOs”) and our other named executive officers (the “Non-PEO Named Executive Officers”) as presented in the Summary Compensation Table on page 39 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEOs and our Non-PEO Named Executive Officers, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee makes compensation decisions in light of Company or individual performance. For discussion of how our Compensation Committee makes compensation decisions, please see “Executive and Director Compensation—Compensation Discussion and Analysis.”
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compen- sation Table Total for First PEO (Saylor) (1) ($) | Summary Compen- sation Table Total for Second PEO (Le) (1) ($) | Compen- sation Actually Paid to First PEO (Saylor) (2) ($) | Compen- sation Actually Paid to Second PEO (Le) (2) ($) | Average Summary Compen- sation Table Total for Non-PEO Named Executive Officers (3) ($) | Average Compen- sation Actually Paid to Non-PEO Named Executive Officers (2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($) (in thousands) (6) | Non-GAAP Adjusted Income from Operations ($) (in thousands) (7) | | | | | | | | | Total Shareholder Return (4) ($) | Peer Group Total Shareholder Return (5) ($) | | | | 2025 | N/A | 13,784,204 | N/A | (52,921,044) | 3,730,086 | (8,565,894) | 391 | 258 | (3,848,153) | 12,459 | | 2024 | N/A | 15,736,147 | N/A | 220,918,429(8) | 4,959,596 | 53,110,328(8) | 745 | 201 | (1,166,661) | 14,008 | | 2023 | N/A | 8,028,255 | N/A | 63,649,217 | 2,420,954 | 10,435,349 | 163 | 147 | 429,121 | 70,375 | | 2022 | 670,812 | 20,174,360 | 670,812 | (15,836,288) | 6,282,443 | (1,983,026) | 36 | 89 | (1,469,797) | 74,163 | | 2021 | 2,780,241 | N/A | 2,780,241 | N/A | 12,152,910 | 27,803,878 | 140 | 138 | (535,480) | 90,220 |
Pay Versus Performance
| (1) Mr. Saylor (our “First PEO”) served as our PEO in 2021 and until August 7, 2022. Mr. Le (our “Second PEO”) is the current PEO and has served as our PEO since August 8, 2022. The amounts reported under Summary Compensation Table Total for First PEO and Summary Compensation Table Total for Second PEO reflect the total compensation amounts reported in the “Summary Compensation Table” for our First PEO and our Second PEO, respectively, for each respective year in which such individual served as PEO for any portion of the year. |
Pay Versus Performance
| (2) The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amounts of compensation earned by or paid to the executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |
Pay Versus Performance
| Strategy | 2026 Proxy Statement | 49 |
Pay Versus Performance
| | 2025 | | 2024 | | 2023 | | 2022 | | | 2021 | | | Adjustments | PEO ($) | Non-PEO Named Executive Officers* ($) | PEO ($) | Non-PEO Named Executive Officers* ($) | PEO ($) | Non-PEO Named Executive Officers* ($) | First PEO ($) | Second PEO ($) | Non-PEO Named Executive Officers* ($) | PEO ($) | Non-PEO Named Executive Officers* ($) | | SCT Total Compensation | 13,784,204 | 3,730,086 | 15,736,147 | 4,959,596 | 8,028,255 | 2,420,954 | 670,812 | 20,174,360 | 6,282,443 | 2,780,241 | 12,152,910 | | Less: Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | (11,173,323) | (2,826,577) | (13,383,342) | (3,859,026) | (5,954,383) | (1,544,782) | — | (18,324,800) | (5,204,525) | — | (10,158,133) | | Plus: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 5,994,481 | 1,794,885 | 25,445,612 | 7,218,919 | 14,378,619 | 3,063,917 | — | 8,087,752 | 2,363,133 | — | 6,768,250 | | Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (74,621,662) | (13,167,439) | 178,734,562** | 39,351,469** | 35,805,915 | 5,448,715 | — | (14,730,642) | (3,518,449) | — | 6,072,885 | | Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 13,095,256 | 1,903,151 | 14,385,451 | 5,439,370 | 11,390,811 | 1,481,456 | — | (11,042,958) | (1,905,628) | — | 12,967,966 | | Less: Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | (434,911) | — | — | — | — | — | | CAP Amounts (as calculated) | (52,921,044) | (8,565,894) | 220,918,429** | 53,110,328** | 63,649,217 | 10,435,349 | 670,812 | (15,836,288) | (1,983,026) | 2,780,241 | 27,803,878 |
Pay Versus Performance
| * Amounts presented are averages for the entire group of Non-PEO Named Executive Officers in each respective year. |
Pay Versus Performance
| ** Reflects a correction from the amount disclosed in the proxy statement for our 2025 annual meeting of stockholders. |
Pay Versus Performance
| Stock option grant date fair values were calculated based on the Black-Scholes valuation model as of the grant date. The calculations of stock option fair values as of each measurement date were made using the Black-Scholes valuation model, using the stock price as of the measurement date with updated assumptions (i.e., expected term, volatility, and risk free rates) as of the measurement date. In updating the expected term assumptions as of each measurement date, we considered the passage of time, exercise history, and “in-the-money” status of awards (i.e. how much the award’s exercise price was above or below the market price of the underlying Class A Stock issuable upon exercise of such award) and adjusted the expected term, as applicable. RSU grant date fair values were calculated using the stock price as of the grant date. RSU fair values as of year-end and as of each date of vesting were calculated using the stock price as of the applicable date. All of our PSUs include a market condition such that vesting is subject to the Company’s achievement of a relative total shareholder return performance goal over a three-year performance period. The number of PSUs that will vest will be based on the percentile ranking of the Company’s TSR over the three-year performance period as compared to the TSR of the members of the Nasdaq Composite Index over the same period, with the payout factor ranging from 0% to 200% of the number of PSUs granted. The PSU grant date fair values were calculated using a Monte Carlo simulation as of the grant date. The calculations of unvested PSU fair values as of year-end were made using a Monte Carlo simulation, using the stock price as of year-end with updated assumptions (i.e., expected term, volatility, risk free rates, actual TSR from date of grant to year-end) as of the measurement date. |
Pay Versus Performance
| (3) The amounts reported under Average Summary Compensation Table Total for Non-PEO Named Executive Officers reflect the average of the total compensation amounts reported in the “Summary Compensation Table” for the Non-PEO Named Executive Officers for each respective year. The Non-PEO Named Executive Officers were: |
Pay Versus Performance
| • | For 2025, Messrs. Saylor, Kang, Chow and Shao; |
Pay Versus Performance
| • | For 2024, Messrs. Saylor, Kang, and Shao; |
Pay Versus Performance
| • | For 2023, Messrs. Saylor, Adkisson, Kang, and Shao; |
Pay Versus Performance
| 50 | Strategy | 2026 Proxy Statement |
Pay Versus Performance
| • | For 2022, Messrs. Adkisson, Kang, Lang, and Shao; |
Pay Versus Performance
| • | For 2021, Messrs. Lang, Le, and Shao; |
Pay Versus Performance
| (4) For the fiscal years ended December 31, 2025, 2024, 2023, 2022, 2021, represents the cumulative total shareholder return (“TSR”) of our Class A Stock (“Strategy TSR”) for the measurement periods beginning as of market close on December 31, 2020 and ending on December 31, 2025, 2024, 2023, 2022, and 2021, respectively. |
Pay Versus Performance
| (5) For the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021, represents the cumulative TSR of the Nasdaq Computer Index (“Peer Group TSR”) for the measurement periods beginning as of market close on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively. The Nasdaq Computer Index is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Pay Versus Performance
| (6) Reflects “Net Income (Loss)” for the fiscal years ended December 31, 2025, 2024, and 2023 included in the Company’s Consolidated Statements of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and “Net Income (Loss)” for the fiscal years ended December 31, 2022 and 2021 included in the Company’s Consolidated Statements of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Pay Versus Performance
| (7) Non-GAAP Adjusted Income from Operations is a non-GAAP financial measure calculated by (i) for 2025, adjusting loss from operations to exclude unrealized gains or losses on digital assets and share-based compensation expense and (ii) for 2021 to 2024, adjusting loss from operations to exclude digital asset impairment losses and share-based compensation expense. The difference between (i) and (ii) reflects our adoption of Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), effective January 1, 2025, which requires fair value accounting for digital assets with changes recognized in net income, whereas prior periods were accounted for under a cost-less-impairment model and therefore did not include unrealized gains or losses. ASU 2023-08 was adopted using a modified retrospective method, with a cumulative-effect adjustment recorded to opening retained earnings and no restatement of prior periods. |
Pay Versus Performance
| (8) Reflects a correction from the amount disclosed in the proxy statement for our 2025 annual meeting of stockholders. |
Pay Versus Performance
The following table lists the five financial and non-financial performance measures that, in our assessment, represent the most important performance measures that our Compensation Committee assessed to link the CAP Amounts for our named executive officers for 2025 (our most recently completed fiscal year), to Company performance.
Pay Versus Performance
| Measure | Nature | Explanation | | Revenue | Financial Measure | Revenue generated by our business intelligence operating strategy in 2025 | | Non-GAAP Adjusted Income from Operations | Financial Measure | A non-GAAP financial measure calculated by (i) for 2025, adjusting loss from operations to exclude unrealized gains or losses on digital assets and share-based compensation expense and (ii) for 2021 to 2024, adjusting loss from operations to exclude digital asset impairment losses and share-based compensation expense. | | Non-GAAP Operating Margin | Financial Measure | The ratio of Non-GAAP Adjusted Income from Operations to Total Revenue | | Total Stockholder Return | Financial Measure | Total returns on an investment in shares of Class A Stock | | Bitcoin-Related Initiatives | Non-Financial Measure | Subjective evaluation of the effectiveness of the execution of our strategy to acquire and hold bitcoin to create shareholder value. |
Pay Versus Performance
| Strategy | 2026 Proxy Statement | 51 |
Pay Versus Performance
The following charts show graphically the relationships over the past five years of the CAP Amounts for our PEOs and Named Executive Officers as compared to Strategy TSR, Net Income (Loss), and Non-GAAP Adjusted Income from Operations, as well as the relationship between Strategy TSR and Peer Group TSR: For each of the fiscal years shown, we believe the CAP Amounts for our PEO(s) and Non-PEO Named Executive Officers were consistent with the changes in Strategy TSR. Net Income (Loss) between the fiscal years ended December 31, 2022 and 2025 was not a performance measure we used to link compensation actually paid to our named executive officers to Company performance, and as a result, CAP amounts for our PEO(s) and Named Executive Officers were not substantially correlated to our Net Income (Loss) during such period.
Pay Versus Performance
| 52 | Strategy | 2026 Proxy Statement |
CEO Pay Ratio
CEO Pay Ratio Pursuant to applicable SEC rules, set forth below is the ratio of the total annual compensation of our CEO as of December 31, 2025 to the median of the total annual compensation of our employees (excluding our CEO) for 2025. The ratio below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We selected the median employee from the group of 1,539 U.S. and non-U.S., full-time, part-time, temporary, and seasonal workers who were employed as of December 31, 2025 (the “Employee Pool”). The Employee Pool did not include Phong Q. Le, who served as our CEO as of December 31, 2025, or third-party consultants and contractors. In identifying our median employee, we calculated the total annual compensation of each employee for the year ended December 31, 2025, using internal payroll and human resources records. Compensation calculated in foreign currency was converted into U.S. dollars using fixed foreign exchange rates set by our finance department. As disclosed in the Summary Compensation Table on page 39, the total compensation for Mr. Le in 2025, as determined under Item 402 of Regulation S-K, was $13,784,204. The total compensation for our median employee in 2025, as determined under Item 402 of Regulation S-K, was $82,083. Based on the foregoing, for 2025, we estimate the ratio of our CEO’s total annual compensation to our median employee’s total annual compensation to be 168 to 1. Given the different methodologies that companies use in estimating their pay ratios, our estimated pay ratio set forth above should not be used as a basis for comparing companies.
CEO Pay Ratio
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Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers (and their affiliates) have no material interests, directly or indirectly, in the matters set forth in this Proposal 4 except to the extent of their ownership of our Common Stock. None of our directors or executive officers (nor their affiliates) own any shares of our STRK Stock. See “Security Ownership of Certain Beneficial Owners and Management”, beginning on Page 6, for additional information, including such persons’ and entities’ beneficial ownership of STRC Stock as of April 1, 2026.
Interests of Directors and Executive Officers
| The Board Recommends a Vote “FOR” the Amendment Ratification. | ✔ |
Interests of Directors and Executive Officers
| 60 | Strategy | 2026 Proxy Statement |
Interests of Directors and Executive Officers
PROPOSAL 5—APPROVE AND ADOPT AN AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF DESIGNATIONS OF THE COMPANY’S VARIABLE RATE SERIES A PERPETUAL STRETCH PREFERRED STOCK TO PROVIDE FOR TWO SCHEDULED DIVIDEND PAYMENT DATES PER MONTH, INSTEAD OF ONE The Board has determined that it is advisable and in the best interests of the Company and its stockholders to approve and adopt an amendment and restatement of the Certificate of Designations of the STRC Stock (the “Amended and Restated STRC Certificate of Designations”) to amend the dividend payment cadence provisions of the Certificate of Designations of the STRC Stock (the “Original STRC Certificate of Designations”) such that, together with conforming and related changes, declared regular dividends on the STRC Stock will be paid two times a month (instead of once a month) (such changes, collectively, the “STRC Dividend Amendment”).
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers (and their affiliates) have no material interests, directly or indirectly, in the matters set forth in this Proposal 5 except to the extent of their beneficial ownership of STRC Stock. See “Security Ownership of Certain Beneficial Owners and Management”, beginning on Page 6, for additional information, including such persons’ and entities’ beneficial ownership of STRC Stock as of April 1, 2026.
Interests of Directors and Executive Officers
| The Board Recommends a Vote “FOR” the Amended and Restated STRC Certificate of Designations | ✓ |
Interests of Directors and Executive Officers
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