DEF 14A of Bakkt, Inc., Apr 28, 2025

DEF 14A of Bakkt, Inc.

Filed Apr 28, 2025 · FY20240001628280-25-020274

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Michelle J. Goldberg has been a member of our Board since the closing of our business combination with VPC Impact Acquisition Holdings on October 15, 2021 (the “Closing”) and has significant technology, investment, retail disruption, finance and digital media expertise. Ms. Goldberg was a partner at Ignition, an early stage enterprise software venture capital firm, from 2000 to 2020, and is now an advisor, limited partner and direct investor in early stage technology start-ups. Ms. Goldberg is a seasoned technology investor with strategic, financial and governance experience. Ms. Goldberg has previously served as a member of the board of directors for Taubman Centers, Inc., Legg Mason and Plum Creek. Earlier in her career, Ms. Goldberg was an M&A investment banker at Olympic Capital Partners and a consultant at Microsoft in the Developer and Server Division. Ms. Goldberg has M.A. from Harvard University and a B.A. from Columbia University. We believe that Ms. Goldberg’s previous public board experience, including her focus on technology, finance and governance, provide her with the leadership experience and background to serve on our board. Akshay Naheta has served as our Co-Chief Executive Officer and a member of our Board since March 2025. Mr. Naheta serves as the chief executive officer of DTR, a private company focusing on stablecoin technology and other linked services, since October 2022. Prior to DTR, Mr. Naheta served in various roles at Softbank Group from 2017 to 2022, most recently as Senior Vice President, Investments from June 2020 to May 2022, where he directly reported to Masayoshi Son, founder and CEO of Softbank Group. Mr. Naheta holds a Bachelor of Science in electrical engineering from University of Illinois at Urbana-Champaign and an S.M. in electrical engineering and computer science from the Massachusetts Institute of Technology. We believe Mr. Naheta is qualified to serve on our Board because of his extensive experience in digital assets and fintech. Jill Simeone has been a member of our Board since April 2022. She is also Co-Chair of the Board of Trustees, and Chair of the Nominating and Governance Committee of the Brooklyn Friends School. She is currently an Associate Professor (clinical) at the NYU Stern School of Business. From 2017 to 2022, she served as Chief Legal Officer and Corporate Secretary, and previously General Counsel and Corporate Secretary, of Etsy, Inc. (NASDAQ: ETSY). From 2016 to 2017, Ms. Simeone was the Vice President, Senior Counsel, and Assistant Secretary at American Express Global Business Travel (NYSE: AXP). From 2013 to 2016, Ms. Simeone was the General Counsel and Chief Compliance Officer of KCAP Financial, Inc. (NASDAQ: KCAP). From 2011 to 2013, she held several roles advising investments in start-ups. From 1999 to 2011, Ms. Simeone held the Position of US General Counsel and then North America General Counsel at CEMEX (NYSE: CX). She began her career as a prosecutor at the Manhattan District Attorney's Office. Ms. Simeone received a Fulbright Scholarship in Mexico to study international business and law in Mexico, received an AB cum laude in American History and Literature from Harvard University and a Juris Doctorate from University of California Law School, San Francisco. We believe Ms. Simeone is qualified to serve on our Board because of her experience in international M&A, strategic advising, legal and compliance, governance, fintech and other regulated businesses, executive compensation, and public company reporting.

  2. Continuing Directors

    Continuing Directors Colleen Brown has been a member of our Board since July 2024. Ms. Brown was previously President, Chief Executive Officer and a director of Fisher Communications Inc., a public multimedia company. She also has served in various leadership capacities with the media companies Belo Corp., Lee Enterprises and Gannett. In addition, Ms. Brown was the founder of Marca Global, an innovative marketing and internet technology company. Ms. Brown has served on the board of directors of TrueBlue since 2014, where she is chair of the Nominating & Corporate Governance Committee and a member of the Compensation Committee and the Innovation and Technology Committee, and the board of directors of Big 5 Sporting Goods since 2017, where she is a member of the Audit Committee and the Nominating & Corporate Governance Committee. She has also served on the board of privately held Port Blakely Forestry since 2010. Over the course of her career, Ms. Brown has served on numerous other corporate boards, including non-profit Delta Dental of Washington, Spark Networks, where she served as board chair and interim CEO, American Apparel, where she served as board chair, DataSphere Technologies, BECU (Boeing Employees Credit Union), CareerBuilder, and Classified Ventures. Ms. Brown brings extensive executive and boardroom experience in strategic planning, operations, finance, technology and corporate governance matters through a distinguished career of proven leadership that has included service as chair of two public company boards, Chief Executive Officer of two public companies and senior officer of multiple leading media and technology companies. Ms. Brown received an undergraduate degree from the University of Dubuque and a Master of Business Administration from the University of Colorado Boulder. We believe that Ms. Brown’s executive and public board experience, including her focus on technology, finance and governance, provide her with strategic background to serve on our board. David Clifton has been a member of our Board since the Closing and previously served as Interim Chief Executive Officer for the Company’s predecessor and current subsidiary, Bakkt Opco Holdings, LLC (f/k/a Bakkt Holdings, LLC) (“Opco”), from April 2020 to January 2021. While serving in this role, Mr. Clifton was involved in the development of strategy and the assessment of its strategic alternatives, which resulted in our business combination with VIH Impact Acquisition Holdings, and our resulting listing as a public company. Mr. Clifton served as Vice President of M&A and Integration at Intercontinental Exchange Holdings, Inc. (“ICE”) from 2019 to 2024, and has served as Vice President of Corporate Development since 2024. In this and prior roles, Mr. Clifton oversaw the successful completion of numerous strategic transactions, including ICE’s 2013 acquisition of NYSE Euronext, along with other global strategic transactions and initiatives. Mr. Clifton joined ICE in 2008, serving previously as ICE’s Associate General Counsel, M&A. Mr. Clifton received his Juris Doctor from Mercer University’s Walter F. George School of Law and is a graduate of a Davidson College. We believe that Mr. Clifton’s previous experience both with Opco and at ICE provide him with the strategic and management background to serve on our Board. Sean Collins has been a member of our Board since the Closing and previously served on the board of managers of Opco since its inception in December 2018 until the Closing. Mr. Collins has over twenty years of experience investing, advising, operating and building companies focused on digital transformation. As co-founder and Managing Partner of Goldfinch Partners from 2018 to present, he invests across industry verticals, including in enterprise software companies and fintechs. Prior to Goldfinch, Mr. Collins was the co-founder and Chief Investment Officer of Boston Consulting Group (“BCG”) Digital Ventures, the division of BCG that partners with global leaders to help build new digital business units and spin out assets into new companies. In 2017, he was elected the youngest Senior Partner in the history of BCG. Prior to BCG Digital Ventures, Mr. Collins held other roles, including service as a Senior Vice President of Marketing, E-Commerce and Strategy at Sports Authority, Inc., and before that was with McKinsey & Company, where he was a member of the Marketing Practice. Mr. Collins holds a BA in Economics and Music (Classical Piano) from Whitman College. We believe that Mr. Collins’ extensive experience across the financial services and retail industries, as well as functional depth in marketing and loyalty, provide him with the knowledge and background to serve as a director on our Board. De’Ana Dow has been a member of our Board since April 2022. Ms. Dow is partner and general counsel with Capitol Counsel LLC, a full-service government relations firm, where she has served since 2012. Her primary focus has been derivatives markets with many years of senior level experience in both technical and policy areas. Prior to Ms. Dow’s position with Capitol Counsel, from 2010 to 2012, Ms. Dow served as the Senior Vice President of Ogilvy Government Relations, Washington, D.C., which specializes in futures and derivatives markets. Before joining Ogilvy, from 2008 through 2010, Ms. Dow was the Managing Director for Government Affairs at CME Group, the world’s largest derivatives exchange. In that role, Ms. Dow managed the organization’s efforts related to the Dodd Frank financial market regulatory reform bill as it progressed through the House and the Senate, as well as the regulatory actions at the Commodity Futures Trading Commission (“CFTC”), the SEC, the U.S. Treasury Department and the Federal Reserve System. From 2005 through 2008, Ms. Dow served as the Senior Vice President and Chief Legislative Counsel for the New York Mercantile Exchange (“NYMEX”), before NYMEX Holdings, Inc. merged with the CME Group, Inc. As the head of office and regulatory counsel for NYMEX, she successfully guided the company through a complex legislative agenda aimed at eliminating critical liquidity providers from the markets and monitored numerous CFTC regulatory filings for accuracy and sufficient analytical content. Ms. Dow received an undergraduate degree from Bowie State College and a Juris Doctorate from Georgetown University Law Center. We believe Ms. Dow is qualified to serve on our Board given her expertise in financial markets regulatory issues before federal agencies and departments. Andrew A. Main has been a member of our Board since the Closing and our Co-Chief Executive Officer and President since March 21, 2025, and previously served as our President and Chief Executive Officer from March 26, 2024 through March 20, 2025. Mr. Main served as the Chief Executive Officer of Ogilvy, an advertising, marketing and public relations agency from 2020 to 2022. Prior to joining Ogilvy, Mr. Main was the Global Head of Deloitte Digital, the digital consultancy branch of Deloitte from 2014 to 2020 where he oversaw the acquisition of multiple creative agencies to grow the brand. Mr. Main has more than 30 years of consulting and marketing agency experience and has extensive experience working with businesses to modernize and bring new ideas to market quickly. Mr. Main earned a Master of Arts from the University of Edinburgh in Business, Marketing and Geography. We believe that Mr. Main’s significant technology and marketing expertise and experience helping brands grow and modernize and focus on digital consultancy provide him with the experience needed to serve as a director on our Board.

  3. Continuing Directors

    Gordon Watson has been a member of our Board since the Closing. Mr. Watson serves as a Partner at Victory Park Capital Advisors, LLC, which he joined in 2014. Mr. Watson is a member of Victory Park’s investment committee and helps lead its Fintech investing team. Mr. Watson is the Investment Manager for VIH Specialty Lending Investments PLC (LSE: VSL), a Victory Park-managed, U.K. publicly listed investment trust focused on opportunities in the Fintech market. Mr. Watson previously served as the Co-Chief Executive Officer of VPC Impact Acquisition Holdings II, a special purpose acquisition company, from 2021 to 2023 and VPC Impact Acquisition Holdings III, Inc., a special purpose acquisition company, from 2021 to 2022. Prior to the Closing, Mr. Watson served on our Board and as our President and Chief Operating Officer. Previously, Mr. Watson was a portfolio manager focused on distressed debt at GLG Partners, a London-based multi-billion multi-strategy hedge fund that concentrates on a diverse range of alternative investments. Mr. Watson joined GLG Partners when it purchased Ore Hill Partners, a credit focused hedge fund where he was a partner. Mr. Watson received a B.A. in political science from Colgate University and an MBA from Columbia University. We believe that Mr. Watson’s experience in fintech and investments provide him with the financial knowledge and background to serve as a director on our Board.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating Committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating Committee will consider the current size and composition of our Board and the needs of our Board and the respective committees of our Board and other director qualifications. While our board has not established formal qualifications for board members, some of the factors that our Nominating Committee considers in assessing director nominee qualifications include issues of character, professional ethics and integrity, judgment, relevant business experience, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. If our Nominating Committee determines that an additional or replacement director is required, then it may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. The Nominating Committee also thoroughly reviews experience and skills of our Board, as well as the qualification of new potential director candidates, identifying opportunities to expand the collective knowledge base of our Board. After completing its review and evaluation of director candidates, our Nominating Committee recommends to our full Board the director nominees for selection. Our Nominating Committee has discretion to decide which individuals to recommend for nomination as directors and our Board has the final authority in determining the selection of director candidates for nomination to our board.

  5. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We have an outside director compensation program (the “Outside Director Compensation Program”) for our non-employee directors based on recommendations and findings regarding comparable market practices, which were provided by Compensation Advisory Partners. The Outside Director Compensation Program provides for the following cash compensation program for our non-employee directors: •$50,000 per year for service as a non-employee director; •$100,000 per year for service as non-executive chair of our Board; •$25,000 per year for service as chair of the Audit Committee; •$10,000 per year for service as a member of the Audit Committee; •$20,000 per year for service as chair of the Compensation Committee; •$7,500 per year for service as a member of the Compensation Committee; •$12,000 per year for service as chair of the Nominating Committee; and •$5,000 per year for service as a member of the Nominating Committee. Each non-employee director who serves as a committee chair will receive the cash retainer fee as the chair of the committee, but not the cash retainer fee as a member of that committee, except that a non-employee director who serves as the non-executive chair of our Board will receive the annual cash fee for services provided in such role as well as the annual cash fee as a non-employee director. Our Board or the Compensation Committee also may approve compensation, if any, for service on any special committee or other ad hoc committee formed from time to time. Total compensation in the amount of $798,000 was paid to members of the special committees of our Board established in connection with their strategic review of the Company in 2024. These fees to our non-employee directors are paid quarterly in arrears on a prorated basis. Under the Outside Director Compensation Program, we also reimburse non-employee directors for reasonable travel expenses to attend meetings of our Board and its committees. The above-listed fees for service as chair or member of a committee are payable in addition to the annual non-employee director retainer fee. Each non-employee director will automatically receive, on the date of each annual meeting of our stockholders, an annual award (the “Annual Equity Award”) of restricted stock units (“RSUs”) having a value of $200,000. Each non-employee director who joins our Board other than in conjunction with an annual meeting of our stockholders is expected to receive a prorated Annual Equity Award in conjunction with the next full Annual Equity Award granted to the other non-employee directors. Each Annual Equity Award, including each prorated award, is expected to be scheduled to vest at the earlier of the one-year anniversary of the grant date and the annual meeting of our stockholders, subject to continued services to us through the applicable vesting date. In the event of a change in control under the terms of the 2021 Omnibus Incentive Plan, each non-employee director’s then outstanding equity awards covering the Company’s Class A Common Stock are expected to accelerate vesting in full, provided that he or she remains a non-employee director through the date of the consummation of such change in control. Each Annual Equity Award is expected to be granted under the 2021 Omnibus Incentive Plan and a form of award agreement under such plan. We may allow non-employee directors to elect to receive all or a portion of the annual cash retainer fees in the form of restricted stock units. All compensation payable under the Outside Director Compensation Program is expected to be subject to any limits on the maximum amount of non-employee director compensation as set forth in the 2021 Omnibus Incentive Plan.

  6. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board, for the fiscal year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as directors. During 2024, Dr. Michael was an employee and executive officer of the company and therefore, did not receive compensation as a director. See “Executive Compensation” for additional information regarding Dr. Michael’s compensation. Effective as of March 25, 2024 and for the remainder of 2024, Mr. Main became an employee and executive officer of the company and therefore, did not receive compensation as a director on or after such date. See “Executive Compensation” for additional information regarding Mr. Main’s compensation.

  7. Director Compensation for Fiscal 2024

    | Name | | Fees Paid or Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | Colleen Brown | | $24,388 | $225,226(4) | $294,614 | | David Clifton | | $— | $— | $— | | Sean Collins | | $300,000 | $385,000(4) | $685,000 | | De’Ana Dow (2) | | $127,500 | $400,000 | $527,500 | | Michelle J. Goldberg | | $334,000 | $200,000 | $534,000 | | Richard Lumb(5) | | $56,250 | $50,002 | $106,252 | | Andrew A. Main(3) | | $— | $257,501(4) | $257,500 | | Jill Simeone | | $62,500 | $200,000 | $262,500 | | Gordon Watson | | $— | $250,000(4) | $250,000 | | (1) | The amounts in this column represent the aggregate grant date fair value of restricted stock unit awards granted to each non-employee director, computed in accordance with FASB ASC Topic 718. See Note 11—Share-Based and Unit-Based Compensation to our audited consolidated financial statements included elsewhere in the Form 10-K for the year ended December 31, 2024 for a discussion of the assumptions made by us in determining the grant-date fair value of our RSU awards to non-employee directors. | | | | | (2) | Includes $70,000 cash compensation and 142,858 restricted stock units award granted for Ms. Dow’s service on the board of directors of Bakkt Trust. | | | | | (3) | Effective March 25, 2024, Mr. Main was appointed President and Chief Executive Officer of the Company and no longer eligible for our Outside Director Compensation Program. Stock awards granted to Mr. Main vested in full as a part of his transition to the role as the Company’s President and Chief Executive Officer. | | | | | (4) | This amount includes restricted stock units granted in lieu of cash retainer fees earned in 2024 at the election of the director. | | | | | (5) | Mr. Lumb resigned as a member of our Board on July 16, 2024. | | | |

  8. Director Compensation for Fiscal 2024

    The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2024:

  9. Director Compensation for Fiscal 2024

    | Name | | Number of Shares Underlying Outstanding Stock Awards(1) | | Colleen Brown | | 12,228 | | David Clifton | | — | | Sean Collins | | 21,875 | | De’Ana Dow(2) | | 22,728 | | Michelle J. Goldberg | | 11,364 | | Richard Lumb | | — | | Jill Simeone | | 11,364 | | Gordon Watson | | 14,205 | | (1) | The RSUs shall vest in full on May 31, 2025. | | | (2) | Includes award of 11,364 restricted stock units granted for service on the board of directors of Bakkt Trust. | |

  10. Director Compensation for Fiscal 2024

    Proposal No. 1: Election of Class I Directors Our Board currently consists of nine directors and is divided into three classes with staggered three-year terms. At the 2025 Annual Meeting, three Class I directors, Michelle J. Goldberg, Akshay Naheta and Jill Simeone, will be nominated for election for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

  11. Description of the 2021 Omnibus Incentive Plan

    Description of the 2021 Omnibus Incentive Plan The following is a brief description of the material features of the 2021 Omnibus Incentive Plan, including the proposed 2021 Omnibus Incentive Plan Amendment. This description is qualified in its entirety by reference to the full text of the Amendment to the 2021 Omnibus Incentive Plan and the 2021 Omnibus Incentive Plan. The proposed Amendment to the 2021 Omnibus Incentive Plan is attached to this proxy statement as Annex A. Adjustments. In the event of a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution that results in any increase or decrease in the number of issued shares, the Compensation Committee (as defined below) has the authority to make appropriate adjustments to the aggregate number of shares and class of shares as to which awards may be granted, the limitations as to grants to non-employee directors, the number of shares covered by each outstanding award and the option price for each related outstanding option and stock appreciation right. Administration. The Compensation Committee administers the 2021 Omnibus Incentive Plan provided that such Compensation Committee consists of at least two members of the Company Board, each of whom qualifies as a non-employee director under Rule 16b-3 of the Exchange Act, and as an independent director under the rules of the stock exchange for so long as the Company is a publicly traded corporation. Subject to the provisions of the 2021 Omnibus Incentive Plan, the Compensation Committee has the power to administer the 2021 Omnibus Incentive Plan, including but not limited to, the authority to (a) construe, interpret and implement the 2021 Omnibus Incentive Plan and each award, (b) make all determinations necessary or advisable in administering the 2021 Omnibus Incentive Plan, (c) grant, or recommend to the Company Board for approval to grant, awards pursuant to the 2021 Omnibus Incentive Plan, (d) determine the grantees to whom and the times at which awards will be granted, (e) determine the price at which options are granted, (f) determine the type of option to be awarded and the number of shares subject to such option, (g) determine the number of shares granted pursuant to each award and (h) approve the form and terms and conditions of the award documents and of each award. The Compensation Committee’s interpretation and construction of any provisions of the 2021 Omnibus Incentive Plan or any award are final, binding and conclusive. Eligibility. Awards may be granted to employees, non-employee directors, consultants and advisors of the Company and any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company. As of March 31, 2025, the Company and its subsidiaries had approximately 177 employees (including all of the Company’s officers), seven non-employee directors and 12 consultants and other service providers who may be eligible for awards. Type of Awards. The Compensation Committee is authorized to grant awards payable in either shares or cash, including options to purchase shares, restricted shares, SARs, restricted stock units, and dividend equivalents, which may be subject to one or more performance goals. Terms and Conditions of Awards. The Compensation Committee will determine the size of each award to be granted, and all other terms and conditions of each award (including when such awards will be granted, the effect of a termination of employment or service of such awards, the vesting and/or lapse of restrictions on awards upon the attainment of performance goals and/or continued service). However, awards granted under the 2021 Omnibus Incentive Plan are subject to the following conditions: •No stock options or SARs will be exercisable after the expiration of ten (10) years (or in the case of incentive stock options granted to any holder of at least 10% of the total combined voting power of all classes of stock of the Company or any subsidiary or parent of the Company, five (5) years) from the date of grant; •The exercise price per share for each stock option or SAR may not have an exercise price less than 100% (or in the case of incentive stock options granted to any holder of at least 10% of the total combined voting power of all classes of stock of the Company or any subsidiary or parent of the Company, 110%) of the fair market value of the shares on the date of grant; •dividend and dividend equivalents will not be paid with respect to unvested shares or stock units, but may accrue on such awards and only be paid to the extent the awards vest; •awards granted under the 2021 Omnibus Incentive Plan (excluding awards assumed, converted or substituted in connection with the Company’s acquisition of another company) will include vesting schedules under which no portion of the award may vest in less than one year from the date of grant; provided, that awards granted to non-employee directors will be deemed to satisfy this minimum vesting requirement if they vest on the earlier of the first anniversary of the date of grant or the next annual meeting of stockholders following the date of grant, and up to 5% of the shares reserved for issuance under the 2021 Omnibus Incentive Plan may be granted under awards that are not subject to this minimum vesting requirement; and •the Compensation Committee has the authority to accelerate any awards in accordance with the 2021 Omnibus Incentive Plan. The types of awards that may be granted under the 2021 Omnibus Incentive Plan include the following: Stock Options. Stock options in the form of nonstatutory stock options or incentive stock options may be granted under the 2021 Omnibus Incentive Plan. The Compensation Committee determines the number of shares subject to each option. The Compensation Committee determines the exercise price of options granted under the 2021 Omnibus Incentive Plan; provided that the exercise price must at least be equal to the fair market value of the Company’s Class A Common Stock on the date of grant. The term of a stock option may not exceed ten years, except that with respect to any participant who owns more than 10% of the voting power of all classes of the Company’s outstanding stock, the term of an incentive stock option must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The grantee may pay the exercise price of an option (a) by personal check, (b) shares of the same class as those to be granted by exercise of the stock option, (c) any other form of consideration approved by the Company and permitted by applicable law, or (d) any combination of the foregoing. An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2021 Omnibus Incentive Plan, the Compensation Committee determines the other terms of options. Stock Appreciation Rights. Stock appreciation rights may be granted under the 2021 Omnibus Incentive Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the Company’s Class A Common Stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding ten years. The grant price for a stock appreciation right may not be less than 100% of the fair market value per share on the date of grant. Subject to the provisions of the 2021 Omnibus Incentive Plan, the Compensation Committee determines the other terms of stock appreciation rights, including when such rights become exercisable.

  12. Description of the 2021 Omnibus Incentive Plan

    Restricted Stock Awards. Restricted stock may be granted under the 2021 Omnibus Incentive Plan. Restricted stock awards are grants of shares of Class A Common Stock that vest in accordance with terms and conditions established by the Compensation Committee. The Compensation Committee will determine the number of shares of restricted stock granted to any employee, director, consultant or advisor and, subject to the provisions of the 2021 Omnibus Incentive Plan, will determine the terms and conditions of such awards. The Compensation Committee may impose whatever conditions to vesting it determines to be appropriate. The Compensation Committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting rights with respect to such shares upon grant unless the Compensation Committee provides otherwise. Unless the Compensation Committee determines otherwise, during the restricted period, all dividends or other distributions paid upon any restricted stock awards will be retained by the Company for the account of the recipient. Such dividends or other distributions will revert to the Company if for any reason the restricted stock award upon which such dividends or other distributions were paid reverts to the Company. Upon the expiration of the restricted period, all such dividends or other distributions made on such restricted share and retained by the Company will be paid, without interest, to the recipient. Restricted Stock Units. Restricted stock units may be granted under the 2021 Omnibus Incentive Plan. Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one share of Class A Common Stock. Subject to the provisions of the 2021 Omnibus Incentive Plan, the Compensation Committee determines the terms and conditions of restricted stock units, including the vesting criteria and the form and timing of payment. A holder of restricted stock units will have only the rights of a general unsecured creditor of the Company, until the delivery of shares, cash or other securities or property. On the delivery date, the holder of each restricted stock unit not previously forfeited or terminated will receive one share, cash or other securities or property equal in value to one share or a combination thereof, as specified by the Compensation Committee. Dividend Equivalent Rights. Dividend equivalent rights may be granted under the 2021 Omnibus Incentive Plan. Dividend equivalent rights are entitlements to receive credits based on cash distributions that would have been paid on the shares of Class A Common Stock subject to an equity-based award granted to an individual as though such shares had been issued to and held by the grantee. Subject to the terms of the 2021 Omnibus Incentive Plan, the Compensation Committee determines the terms and conditions of dividend equivalent rights. Other Stock-Based or Cash-Based Awards. Other types of stock-based, stock-related or cash-based awards (including the grant or offer for sale of unrestricted shares of 2021 Omnibus Incentive Plan, performance share awards, or performance units settled in cash) in amounts and under terms and conditions determined by the Compensation Committee. Performance-Based Awards. The Compensation Committee may grant performance-based awards (“PSUs”), the grant, exercise, and/or settlement of which will be based upon the achievement of performance goals. Performance-based awards may be paid in cash, shares or other awards. The performance goals may consist of one or more business criteria and a targeted level or levels of performance with respect to each such criteria, as specified by the Compensation Committee. The Compensation Committee will set the performance goals applicable to the performance-based awards, determine the extent to which such performance goals are achieved, and determine the amount, if any, that is payable pursuant to each performance-based award. In establishing performance goals for performance-based awards, the Compensation Committee may use various business criteria, which may include, but is not limited to: earnings, earnings per share, earnings before interest, taxes, depreciation and amortization, revenue or net revenue measures, gross profit or operating profit measures (including before or after taxes and including profit growth and profit-related return ratios), cost management, dividend payout ratios, market share measures, economic value added, cash flow, return measures (including return on capital, invested capital, total capital, tangible capital, expenses, tangible expenses, equity, revenue, investment, assets, or net assets or total stockholder return or similar measures), increase in the fair market value of Class A Common Stock, or changes (or the absence of changes) in the per share or aggregate fair market value of Class A Common Stock. Aggregate Limitation on Awards. If the Amendment is approved, subject to adjustments as described in the 2021 Omnibus Incentive Plan, the aggregate number of shares that may be issued under the 2021 Omnibus Incentive Plan shall not exceed 4,014,123 shares (1,032,677 shares originally issued under the 2021 Omnibus Incentive Plan, the additional 1,063,618 shares added in June 2023 per an amendment to the 2021 Omnibus Incentive Plan previously approved by the Company’s stockholders, and the additional 938,652 shares added in May 2024 per an amendment to the 2021 Omnibus Incentive Plan previously approved by the Company’s stockholders, and the addition of 979,201 shares per this Amendment). All of the authorized shares may be granted as incentive stock options. The 2021 Omnibus Incentive Plan has the following rules for counting shares against the 2021 Omnibus Incentive Plan’s share reserve: •If SARs are granted, the full number of shares subject to the SARs will be considered issued under the 2021 Omnibus Incentive Plan and will reduce the aggregate share limit on a 1:1 ratio. •Shares subject to an award that is forfeited (including any restricted shares repurchased by the Company at the same price paid by the participant so that shares are returned to the Company), expires, terminates or is settled for cash, will again be available for grants under the 2021 Omnibus Incentive Plan. •Shares tendered by a participant, repurchased by the Company using proceeds from the exercise of stock options or withheld by the Company in payment of the exercise price of a stock option or to satisfy any tax withholding obligation for an award will not be available for re-issuance under the 2021 Omnibus Incentive Plan and will reduce the aggregate share limit on a 1:1 ratio. •The payment of dividend equivalent rights in cash in conjunction with any outstanding awards will not be counted against the aggregate share limit. Shares delivered under the 2021 Omnibus Incentive Plan may be either authorized but unissued shares or shares previously issued and reacquired by the Company. Shares subject to awards that are assumed, converted or substituted under the 2021 Omnibus Incentive Plan as a result of the Company’s acquisition of another company will not count against the number of shares that may be granted under the 2021 Omnibus Incentive Plan. If the Company assumes a stockholder approved equity plan from an acquired company, any shares of common stock available under the assumed plan (after appropriate adjustments, as required to reflect the transaction) may be issued pursuant to awards under the 2021 Omnibus Incentive Plan and will not reduce the 2021 Omnibus Incentive Plan’s aggregate share limit.

  13. Description of the 2021 Omnibus Incentive Plan

    Grants to Non-Employee Directors. Grants made to non-employee directors may be in any form other than incentive stock options. The 2021 Omnibus Incentive Plan provides that in any calendar year no non-employee director may be granted equity awards (including equity awards under the 2021 Omnibus Incentive Plan) (the value of which will be based on their grant date fair value) and be provided any other compensation (including without limitation any cash retainers and fees) that in the aggregate exceed $750,000, provided that in the calendar year of the individual’s initial service as a non-employee director, such amount is increased to $1,000,000. Equity awards or other compensation for service as an employee, a consultant other than a non-employee director or as a member of the board of managers of the Bakkt Trust will not count toward this limit. Effect of Change in Control. The 2021 Omnibus Incentive Plan provides that in the event of a change in control, as defined under the 2021 Omnibus Incentive Plan, each outstanding award will be treated as the Compensation Committee determines, including accelerating the expiration or termination date or the date of exercisability of an award, settling any award by means of a cash payment, or removing any restrictions from or imposing any additional restrictions on any outstanding awards. Notwithstanding the foregoing, and unless otherwise determined by the Compensation Committee (or unless otherwise provided in the applicable award agreement), in the event that a participant is terminated by the Company other than for Cause (as defined in the 2021 Omnibus Incentive Plan) or by the participant for Good Reason (as defined in the 2021 Omnibus Incentive Plan), in either case, on or within two years following a change in control, then each of the participant’s outstanding awards granted prior to the change in control will become fully-vested, any restrictions thereon lapse and any risk of forfeiture thereon lapse, in each case, as to all of the shares of Class A Common Stock subject to the award. In the event of a change in control, any outstanding awards subject to performance goals will be deemed earned at the greater of the target level and the actual performance level through the change in control date and will cease to be subject to any further performance conditions, but will continue to be subject to time-based vesting following the change in control in accordance with the original vesting period. Under the 2021 Omnibus Incentive Plan, “change in control” means: •Any person is or becomes the beneficial owner of more than 30% of the Company’s voting securities; •During any period of not more than thirty-six (36) months, individuals who constitute our Board as of the beginning of the period (referred to as the incumbent directors) cease to constitute at least a majority of our Board, provided that any person becoming a director subsequent to the beginning of the period, whose election or nomination for election was approved by a vote of at least two-thirds of the incumbent directors then on our Board will be considered an incumbent director. However no individual initially elected or nominated as a director of the Company as a result of an actual or publicly threatened election contest or as a result of any other actual or publicly threatened solicitation of proxies will be considered to be an incumbent director. •Any dissolution or liquidation of the Company or any sale or the disposition of 50% or more of the assets or business of the Company; or •Consummation of any reorganization, merger, consolidation or share exchange or similar form of corporate transaction involving the Company unless the beneficial owners of the Company’s voting securities before the transaction own more than 60% of the voting power of the surviving company or ultimate parent that has beneficial ownership of at least 95% of the surviving company, in each case, if the beneficial owners own such voting securities in substantially the same proportions as their ownership immediately before the transaction. The consummation of any reorganization, merger, consolidation, share exchange or similar form of corporate transaction involving the Company shall not constitute a “change in control” if the direct or indirect beneficial ownership of the surviving corporation or ultimate parent held by ICE is equivalent or greater than the direct or indirect beneficial ownership of the Company held by ICE prior to such corporate transaction. Restrictions on Repricing. Without obtaining stockholder approval, we may not reduce the exercise price of stock options or SARs, including through amendment, cancellation in exchange for the grant of a substitute award, repurchase for cash or other consideration, or any other action that would be treated as a “repricing” of such stock options or such SARs. However, such stockholder approval is not required in connection with a corporate transaction involving the Company or other actions with respect to our securities, such as a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation or other change in the corporate structure or shares. No stock options or SARs will be granted under the 2021 Omnibus Incentive Plan with automatic reload features. Transferability. Unless otherwise determined by the Compensation Committee in its sole discretion, no award (or any rights and obligations thereunder) granted to any person under the 2021 Omnibus Incentive Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution, and all such awards (and any rights thereunder) will be exercisable during the life of the recipient only by the recipient or the recipient’s legal representative. Clawback Policy. All awards made under the 2021 Omnibus Incentive Plan shall be subject to any clawback or recapture policy that the Company may adopt from time to time, including our clawback policy adopted in September 2023. Amendment, Termination. The Company Board has the authority to amend the 2021 Omnibus Incentive Plan from time to time; provided that such amendment does not materially adversely impair the rights of the recipient of any award without the recipient’s consent. Stockholder approval also is required to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency. The Company Board has also reserved the right to terminate the 2021 Omnibus Incentive Plan at any time, and the 2021 Omnibus Incentive Plan will automatically terminate in 2031.

  14. Summary of U.S. Federal Income Tax Consequences of the 2021 Omnibus Incentive Plan

    Summary of U.S. Federal Income Tax Consequences of the 2021 Omnibus Incentive Plan The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2021 Omnibus Incentive Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances. Incentive Stock Options. An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code. The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. General rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax. Nonstatutory Stock Options. Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special U.S. tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price, and such amount should be deductible by the Company for federal income tax purposes. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or the sale of the stock acquired pursuant to such grant. Stock Appreciation Rights. In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares of Common Stock or cash received. Any additional gain or loss recognized upon any later disposition of the shares, if any, would be capital gain or loss. Restricted Stock Awards. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Internal Revenue Code (the “Code”), to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss. Section 409A. Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Certain states have enacted laws similar to Section 409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. The Company will also have withholding and reporting requirements with respect to such amounts. Tax Effect for the Company. The Company generally will be entitled to a tax deduction in connection with an award under the 2021 Omnibus Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). General rules limit the deductibility of compensation paid to the Company’s chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance.

  15. New Plan Benefits under the 2021 Omnibus Incentive Plan

    New Plan Benefits under the 2021 Omnibus Incentive Plan Future benefits under the 2021 Omnibus Incentive Plan generally will be granted at the discretion of the Compensation Committee and are therefore not currently determinable. The table below shows, as to each of the Company’s NEOs, all executive officers as a group, all non-employee directors as a group, and all employees as a group (other than executive officers), the awards granted between January 1 and December 31, 2024.

  16. New Plan Benefits under the 2021 Omnibus Incentive Plan

    | Name | Dollar Value of Stock Awards ($)(1) | Stock Plan Number of Units (#)(2) | | Gavin Michael(3) | 2,415,051 | 170,043 | | Andrew Main(4) | 6,709,357 | 502,689 | | Karen Alexander | 389,760 | 31,388 | | Nicholas Baes | 683,109 | 69,198 | | Executive Officers as a group (4 persons) | 10,197,277 | 773,318 | | Non-employee directors as a group (9 persons)(5)(6) | 2,885,290 | 166,096 | | All employees as a group, other than executive officers (192 persons) | 9,383,324 | 571,911 |

  17. New Plan Benefits under the 2021 Omnibus Incentive Plan

    (1)Represents grant date fair value of award. (2)Represents time- and performance- based restricted stock units with performance based on target performance. See “Summary Compensation Table for Fiscal 2024” and “Director Compensation for Fiscal 2024” for additional information. (3)Dr. Michael resigned as the Chief Executive Officer, President and Director of the Company effective as of March 25, 2024. (4)Mr. Main was appointed as the President and Chief Executive Officer of the Company effective as of March 26, 2024. (5)David Clifton did not receive any RSUs during 2024. (6)Included in this total are 11,364 time-based RSUs De’Ana Dow received for her service on Bakkt Trust’s Board of Managers. The value of these RSUs was $200,000. OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE 2021 OMNIBUS INCENTIVE PLAN. Proposal No. 3: Amendment of Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law Stockholders are being asked to approve an amendment to our Certificate of Incorporation. The proposed amendment would provide for the exculpation of certain of our officers from liability in specific circumstances, as permitted by the Delaware General Corporation Law (the “DGCL”), as it may be amended from time to time.

  18. Summary Compensation Table for Fiscal 2024

    Summary Compensation Table for Fiscal 2024 The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 2024 and prior years, where applicable, as determined under SEC rules.

  19. Summary Compensation Table for Fiscal 2024

    | Name | Year | Salary ($)(1) | Stock Awards ($)(2) | Bonus ($) | All other compensation ($)(3) | Total ($) | | Andrew Main(4) | 2024 | 363,463 | 6,709,357 | 250,000 | 18,530 | 7,341,350 | | President and Co-Chief Executive Officer | 2023 | — | — | — | — | — | | Gavin Michael(5) | 2024 | 157,247 | 2,415,051 | — | 1,280,083 | 3,852,381 | | Former President and Chief Executive Officer | 2023 | 500,000 | 698,035 | 250,000 | 28,107 | 1,476,142 | | Karen Alexander | 2024 | 400,000 | 389,760 | 167,300 | 22,786 | 979,846 | | Chief Financial Officer | 2023 | 400,000 | 282,668 | 246,000 | 15,884 | 944,552 | | Nicholas Baes(6) | 2024 | 327,693 | 727,886 | 194,500 | 17,756 | 1,267,835 | | Chief Operating Officer | 2023 | — | — | — | — | — |

  20. Summary Compensation Table for Fiscal 2024

    (1)Amounts reflect annual base salary earned during fiscal year 2024 or 2023. (2)Amounts represent the grant date fair value of equity-based awards granted in fiscal year 2024 and 2023, calculated in accordance with ASC 718, and do not necessarily correspond to the actual value that may be recognized from the equity-based awards. Assumptions used in the calculation of these amounts are described in Note 11—Share-Based and Unit-Based Compensation of our audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2024. (3)The “All other compensation” amounts include life insurance premiums and employer 401(k) plan contributions. (4)Mr. Main served as the Company’s President and Chief Executive Officer from March 25, 2024 until March 20, 2025, and became President and Co-Chief Executive Officer of the Company, effective March 21, 2025. (5)Dr. Michael resigned as the Company’s President and Chief Executive Officer, effective as of March 25, 2024. 53,298 service-based unvested stock awards were forfeited by Dr. Michael as of that date. (6)Mr. Baes was appointed as the Company’s Chief Operating Officer effective on October 7, 2024. Mr. Baes’s annual salary is $360,000.

  21. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End Opco maintained a profits interests plan (the “Opco Plan”), for the award of Opco Incentive Units, through Opco Management, to participants, and Opco Participation Units, directly to participants. Awards of Opco Incentive Units included awards of common incentive units and preferred incentive units, each intended to represent a “profits interests” for U.S. tax purposes and each corresponded to incentive units of Opco Management issued by Opco Management to participants. The purpose of the Opco Plan was to promote the interests of Opco by attracting and retaining key employees, directors, independent contractors or other service providers of Opco and to enable such individuals to acquire an equity interest in and participate in the long-term growth and financial success of Opco. The profits interests represented a membership interest in Opco and entitled the holder to receive distributions in Opco once a specified threshold equity value of Opco had been reached, in each case as provided in the Opco operating agreement. The preferred incentive units are also entitled to disproportionate distributions once the participant’s applicable threshold equity value has been reduced to zero in order to “catch-up” such participant’s total distributions to its pro rata share. The Company also granted restricted stock units in 2024 pursuant to the 2021 Omnibus Incentive Plan. The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024. The market value of the profits interests and restricted stock units was calculated based on the NYSE closing price of the Class A Common Stock on December 31, 2024 (the last trading day in fiscal year 2024) of $24.77.

  22. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Name | Number of profit interest units that have vested (#) | Market value of profit interest units that have vested ($) | Number of profit interest units that have not vested (#) | Market value of profit interests that have not vested ($) | Number of shares or stock units that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Andrew Main | — | — | — | — | 502,689(1) | 12,451,606 | | Gavin Michael | — | — | — | — | 116,745(2) | 2,891,773 | | Karen Alexander | — | — | — | — | 40,513(3) | 1,003,507 | | Nicholas Baes | — | — | — | — | 73,888(4) | 1,830,206 |

  23. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1)Represents: 365,853 unvested time-based RSUs from a grant on March 26, 2024, 40% of which will vest on March 26, 2025, and the remaining 60% will vest in equal installments on the second and the third anniversary of the grant date, subject to continued employment; and 136,836 unvested performance-based RSUs from a grant on July 12, 2024, one half of which will vest on each anniversary of the grant date, subject to continued employment and performance, in each case, represented at target performance. (2)Represents: 63,447 unvested time-based RSUs from a grant on March 26, 2024, which vested on March 26, 2025; and 53,298 unvested performance-based RSUs from a grant on July 12, 2024, one half of which will vest on each anniversary of the grant date, in each case, represented at target performance. (3)Represents: 486 unvested time-based RSUs from a grant on February 1, 2022, which will vest on February 1, 2025, subject to continued employment; 1,360 unvested time-based RSUs from a grant on August 26, 2022, which will vest on August 26, 2025, subject to continued employment; 3,778 unvested time-based RSUs from a grant on February 13, 2023, 1,861 of which will vest on February 13, 2025 and 1,917 will vest on February 13, 2026, subject to continued employment; 1,000 unvested time-based RSUs from a grant on February 13, 2023, which will vest on February 13, 2025, subject to continued employment; 23,541 unvested time-based RSUs from a grant on April 22, 2024, one half of which will vest on each anniversary of the grant date subject to continued employment; 1,332 unvested performance-based RSUs from a grant on August 26, 2022, which will vest on August 26, 2025, subject to continued employment and performance, in each case, represented at target performance; 1,169 unvested performance-based RSUs from a grant on February 13, 2023, 585 of which will vest on February 13, 2025 and 584 will vest on February 13, 2026 subject to continued employment and performance, in each case, represented at target performance; and 7,847 unvested performance-based RSUs from a grant on July 12, 2024, one half of which will vest on each anniversary of the grant date, subject to continued employment and performance, in each case, represented at target performance. (4)Represents: 4,690 unvested time-based RSUs from a grant on April 1, 2023, 2,310 of which will vest on April 1, 2025 and 2,380 will vest on April 1, 2026, subject to continued employment; 14,612 unvested time-based RSUs from a grant on April 22, 2024, one half of which will vest on each anniversary of the grant date subject to continued employment; 4,679 unvested time-based RSUs from a grant on September 24, 2024, one half of which will vest on each anniversary of the grant date subject to continued employment; and 49,907 unvested time-based RSUs from a grant on October 7, 2024, one third of which will vest on each anniversary of the grant date subject to continued employment.

  24. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the “compensation actually paid” (as defined in Item 402(v) of Regulation S-K) to the Principal Executive Officer or “PEO” and to the Non-PEO NEOs (on an average basis) for 2024 and 2023. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals. Andrew Main did not have compensation reported in the Company’s fiscal year 2023 Summary Compensation Table.

  25. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO Andrew Main ($)(1) | Compensation Actually Paid to PEO Andrew Main ($)(2) | Summary Compensation Table Total for PEO Gavin Michael ($)(1) | Compensation Actually Paid to PEO Gavin Michael ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(5) | Net Income/(Loss) (million) ($)(6) | | 2024 | 7,341,350 | 12,908,963 | 3,852,381 | (5,021,846) | 1,123,841 | 1,332,676 | 83 | 103.4 | | 2023 | — | — | 1,476,142 | 10,516,473 | 938,923 | 1,912,409 | 187 | 225.8 |

  26. Pay Versus Performance

    | (1) Mr. Michael was our PEO for the 2023 and 2024 fiscal years until his resignation effective March 25, 2024. Mr. Main was appointed as our PEO effective March 25, 2024. This column represents the amount of total compensation reported for our PEO for each corresponding year (a “Subject Year”) in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this proxy statement | | (2) This column represents the amount of “compensation actually paid” to our PEO as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the amounts disclosed for compensation actually paid reflect the adjustments listed in the table below made to the total compensation amounts reported in the Summary Compensation Table for our PEO by subtracting the value of equity awards reported in the Summary Compensation Table for the applicable Subject Year and adding (or subtracting, as applicable) the following for the applicable Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. |

  27. Pay Versus Performance

    The amounts added or subtracted to determine the adjusted amount for Andrew Main:

  28. Pay Versus Performance

    | Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value | | 2024 | $6,709,357 | $12,451,607 | $— | $— | $(174,637) | $— | $— | $5,567,613 | | 2023 | $— | $— | $— | $— | $— | $— | $— | $— |

  29. Pay Versus Performance

    The amounts added or subtracted to determine the adjusted amount for our Gavin Michael:

  30. Pay Versus Performance

    | Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value | | 2024 | $2,415,051 | $2,891,774 | $749,237 | $— | $(6,904,151) | $3,196,036 | $— | $(8,874,227) | | 2023 | $698,035 | $9,214,750 | $— | $4,297,462 | $(3,531,235) | $242,611 | $— | $9,040,331 |

  31. Pay Versus Performance

    | (3) For the 2024 fiscal year, our Non-PEO NEOs were: Karen Alexander, Chief Financial Officer, and Nicholas Baes, Chief Operating Officer. For the 2023 fiscal year, our Non-PEO NEOs were: Karen Alexander, Chief Financial Officer, and Marc D’Annunzio, General Counsel and Secretary. This column represents the average of the amounts of total compensation reported for each Non-PEO NEO as a group for each Subject Year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this proxy statement. | | (4) This column represents the average of the amounts of “compensation actually paid” to our Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the amounts disclosed for compensation actually paid reflect the adjustments listed in the table below, using the same adjustment methodology described above in Note 2: |

  32. Pay Versus Performance

    | Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value | | 2024 | $558,824 | $1,245,758 | $— | $(213,994) | $(231,491) | $32,614 | $— | $208,835 | | 2023 | $352,129 | $1,163,168 | $— | $542,464 | $(360,813) | $19,204 | $— | $973,486 |

  33. Pay Versus Performance

    | (5) Calculated based upon the closing price of a share of the Company’s common stock on the last day of its 2022, 2023, and 2024 fiscal years, which prices were $29.75, $55.75 and $24.77, respectively. | | (6) The dollar amounts reported represent the amount of net loss reflected in our audited consolidated financial statements included in the Annual Report for the applicable year. |

  34. Description of Relationship between Compensation Actually Paid and Cumulative Company Total Shareholder Return

    Description of Relationship between Compensation Actually Paid and Cumulative Company Total Shareholder Return The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, for Andrew Main was $12.9 million and $0 for 2024 and 2023, respectively, and for Gavin Michael was $(5.0) million and $10.5 million for 2024 and 2023, respectively. The average of the amounts of compensation actually paid to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K, was $1.3 million and $1.9 million for 2024 and 2023, respectively. The cumulative total shareholder return of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $187.32 and $83.23 for 2023 and 2024, respectively. Please see Note 5 above for additional information related to the computation of cumulative Company total shareholder return.

  35. Description of Relationship between Compensation Actually Paid and Company Net Income

    Description of Relationship between Compensation Actually Paid and Company Net Income The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, for Andrew Main was $12.9 million and $0 for 2024 and 2023, respectively, and for Gavin Michael was $(5.0) million and $10.5 million for 2024 and 2023, respectively. The average of the amounts of compensation actually paid to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K, was $1.3 million and $1.9 million for 2024 and 2023, respectively. The Company’s net income, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable year, was $(103.4) million and $(225.8) million for 2024 and 2023, respectively. Security Ownership of Certain Beneficial Owners, Directors and Management The following table sets forth the beneficial ownership of our Common Stock as of March 31, 2025 by: •each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock; •each of our named executive officers; •each of our directors; and •all of our executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the SEC, and it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated, to our knowledge, the persons or entities identified in the table have sole voting power and sole investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 6,532,626 shares of our Class A Common Stock and 7,177,774 shares of Class V Common Stock outstanding as of March 31, 2025. We have deemed shares of our Common Stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2025 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 31, 2025, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address for each person or entity listed in the table is c/o Bakkt Holdings, Inc., 10000 Avalon Boulevard, Suite 1000, Alpharetta, Georgia 30009.

  36. Description of Relationship between Compensation Actually Paid and Company Net Income

    | Name of Beneficial Owner | Number of Shares of Class A Common Stock(1) | % of Class A Common Stock | Number of Paired Interests(2) | % of Paired Interests | Total Number of Shares of Class A Common Stock and Class V Common Stock | % of Total Voting Power(3) | | Greater than 5% Stockholders: | | | | | | | | Intercontinental Exchange Holdings, Inc.(4) | 649,934 | 9.95% | 6,803,178 | 94.78% | 7,453,112 | 54.4% | | Highbridge Capital Management LLC(5) | 692,042 | 10.59% | — | — | 692,042 | 5.1% | | Named Executive Officers and Directors: | | | | | | | | Andrew Main | 107,659 | * | — | — | 107,659 | * | | Akshay Naheta | — | — | — | — | — | — | | Gavin Michael(6) | 17,965 | * | — | — | 17,965 | * | | Karen Alexander | 9,506 | * | — | — | 9,506 | * | | Marc D’Annunzio(7) | 19,561 | * | 48,188 | * | 67,749 | * | | Nicholas Baes | 10,327 | * | — | — | 10,327 | * | | De’Ana Dow | 41,928 | * | — | — | 41,928 | * | | Michelle J. Goldberg | 21,065 | * | — | — | 21,065 | * | | David Clifton(7) | — | * | 6,504 | * | 6,504 | * | | Gordon Watson | 26,231 | * | — | — | 26,231 | * | | Sean Collins | 33,240 | * | — | — | 33,240 | * | | Richard Lumb | 12,542 | * | — | — | 12,542 | * | | Jill Simeone | 21,263 | — | — | — | 21,263 | * | | Colleen Brown | 2,728 | — | — | — | 2,728 | * | | All directors and executive officers as a group (14 persons) | 311,473 | 4.1% | 54,692 | * | 366,165 | 2.5% |

  37. Description of Relationship between Compensation Actually Paid and Company Net Income

    * Represents less than 1%. (1)Each share of Class A Common Stock entitles the holder thereof to one vote per share. (2)Each Paired Interest consists of one common unit in Opco and one share of Class V Common Stock, the latter of which entitles the holder to one vote per share of Class V Common Stock. Pursuant to the Exchange Agreement, each Paired Interest may be exchanged for a share of Class A Common Stock on a one-for-one ratio basis, subject to the terms of the Exchange Agreement, including the Company’s right to elect to deliver cash in lieu of Class A Common Stock and, in certain cases, adjustments as set forth therein. (3)Represents percentage of voting power of holders of Class A Common Stock and Class V Common Stock voting together as a single class. (4)Based solely on a Schedule 13D/A filed with the SEC on July 6, 2024. Does not reflect the shares underlying the currently outstanding Class 1 Warrants (as defined below) or Class 2 Warrants (as defined below). ICE has entered into the Voting Agreement with the Company, pursuant to which, to the extent that ICE’s voting power as jointly calculated by ICE and the Company, and represented by the shares held by ICE as of the record date for a stockholder matter, exceeds 30% of the total voting power of all of outstanding Class A Common Stock and Class V Common Stock that are issued and outstanding and entitled to vote as of the record date, ICE will irrevocably appoint a proxy, designated by our Board, to vote the excess shares in the same percentages for and against such stockholder matter as votes were cast for and against such stockholder matter by all other stockholders of the Company. ICE is a wholly owned subsidiary of Intercontinental Exchange, Inc. ICE’s principal business address is 5660 New Northside Drive, Atlanta, GA 30328. (5)Based solely on a Schedule 13G filed with the SEC on November 14, 2024. Consists of shares of Class A Common Stock issuable upon exercise of warrants held by certain funds and accounts (the “Highbridge Funds”) of Highbridge Capital Management, LLC (“Highbridge”). Highbridge is the investment advisor to the Highbridge Funds. The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock issuable upon exercise of the warrants. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or proceeds from the sale of 5% or more of the Class A Common Stock issuable upon exercise of the warrants. The address for Highbridge is 277 Park Avenue, 23rd Floor, New York, NY 10172. (6)On March 25, 2024, Dr. Michael resigned as President, Chief Executive Officer, as an employee of the Company and as a director. Includes (1) 614,920 shares of Class A Common Stock resulting from the acceleration of PSUs, and (2) 1,131,800 shares of Class A Common Stock resulting from the acceleration of RSUs. (7)Includes Paired Interests directly held by Bakkt Management, LLC (“Bakkt Management”), corresponding to the vested portion of units in Bakkt Management directly held by each noted person. Subject to certain limitations, units in Bakkt Management are, at the request of the holder, redeemable for an equal number of Paired Interests. Delinquent Section 16(a) Reports Under Section 16(a) of the Exchange Act, each person serving as a director or executive officer during the last fiscal year and any persons holding 10% or more of the Common Stock are required to report their ownership of Common Stock and any changes in that ownership to the SEC within a prescribed period of time and to furnish the Company with copies of such reports. To the Company’s knowledge, based solely upon a review of copies of such reports received by the Company which were filed with the SEC for the fiscal year ended December 31, 2024, and upon written representations from such persons that no other reports were required, except one report, including one transaction by Karen Alexander, was filed late due to administrative error on February 14, 2025. Related Person Transactions The following is a description of each transaction since January 1, 2024, and each currently proposed transaction, in which: •we were or are to be, or the Company or Opco was, a participant; •the amount involved exceeded or exceeds $120,000; •any of the Company’s or Opco’s directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.