Akshay Naheta
About Akshay Naheta
Akshay Naheta is Co‑Chief Executive Officer and a Class I director of Bakkt Holdings, Inc., appointed March 21, 2025; age 43, with a B.S. in Electrical Engineering from the University of Illinois at Urbana‑Champaign and an S.M. in Electrical Engineering and Computer Science from MIT . Prior roles include Senior Vice President, Investments at SoftBank Group (2017–2022) and founder/CEO of Distributed Technologies Research Global Ltd. (DTR) since October 2022 . He works remotely from the United Arab Emirates subject to business travel .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SoftBank Group | Senior Vice President, Investments | Jun 2020–May 2022 (at SBG; various roles 2017–2022) | Led investments; reported to CEO Masayoshi Son |
| DTR (Distributed Technologies Research Global Ltd.) | Chief Executive Officer | Oct 2022–present | Built stablecoin/payments infrastructure to integrate with Bakkt |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DTR | Sole stockholder; CEO | 2022–present | Related‑party Cooperation Agreement with Bakkt (put/call structure) |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base salary | $100,000 | A&R Employment Agreement (Nov 14, 2025) |
| Target annual bonus | Not disclosed | Bonus at Board discretion |
| Director fees | None (employee director) | Outside Director Compensation Program applies only to non‑employee directors |
Performance Compensation
| Instrument | Grant details | Performance metric | Target/threshold | Vesting mechanics | Settlement |
|---|---|---|---|---|---|
| Inducement PSUs | 1,607,717 PSUs granted Apr 21, 2025; A&R PSU Agreement confirmed | Stock price appreciation vs $9.33 reference (90‑day VWAP) | First tranche: +100% vs $9.33 → 535,909 PSUs; then eight tranches of +25% increments → 133,976 PSUs each | Eligible over 3‑year performance period from vesting commencement; PSUs vest on achievement date per Nov 2025 amendment; subject to continued employment through achievement date | Shares; paid within 60 days of vesting; subject to 409A rules |
| Inducement RSUs | 11,426 RSUs | Service‑based | N/A | 100% vest on Mar 21, 2026, subject to continued service | Shares |
| Special stock options | Shareholders approved grant of options to select management to purchase up to 2,000,000 shares (aggregate) on Oct 31, 2025 | Mandatory quarterly exercises (committed portion); optional early exercise possible | Exercise price set per agreement; company used third‑party FMV basis | 1/8 exercisable each quarter; failure to exercise mandatory portion in window forfeits all remaining options; early exercise shares locked‑up until original exercise date; post‑termination treatment varies (90 days vs 12 months) | Cash or net‑settle for optional portion; stop‑transfer instructions during lock‑up |
Equity Ownership & Alignment
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership (3/31/2025) | 0 shares reported for Akshay Naheta | As of proxy snapshot; other executives listed; Naheta newly appointed |
| Outstanding awards | 1,607,717 PSUs; 11,426 RSUs | Inducement awards per April 2025; amended Nov 2025 |
| Options | Participates in special option program approved Oct 31, 2025 | Aggregate 2,000,000 shares across select management; individual allocation not disclosed in 8‑K |
| Hedging/pledging | Prohibited by insider trading policy | No hedging, short sales, or pledging of company stock |
| Additional restriction | Cooperation Agreement prohibits hedging/short sales | Naheta agreed not to engage in hedging/short sales of Bakkt equity |
| Ownership guidelines | Not disclosed for executives | Director guidelines program disclosed; executive guidelines not specified |
Employment Terms
| Term | Details | Notes |
|---|---|---|
| Employment start date | Mar 21, 2025 | Per employment agreement |
| Role/location | Co‑CEO; remote in UAE | Subject to regulatory approvals for “control person” roles |
| Contract term | At‑will | A&R Employment Agreement |
| Annual bonus | Discretionary; timing within 2.5 months post year end | Must be employed on payout date |
| Benefits & travel | Executive physical; first‑class air travel reimbursed; suite lodging when needed | Per A&R Employment Agreement |
| Severance (no CIC) | 2x base salary; equity treatment: time‑based awards fully vest; performance awards vest on actual achievement post‑period; options treated as if employed for 1 year post‑termination; 1 year COBRA cash payment | A&R Employment Agreement |
| Severance (CIC within 2 years) | 3x base salary; same equity treatments | A&R Employment Agreement |
| Non‑compete / non‑solicit | Not disclosed in Naheta agreement | Confidential information/inventions agreement referenced |
| UAE employment structure | Initially via “manpower company” then transfer to UAE subsidiary; terms mirrored | A&R Employment Agreement |
Board Governance
| Attribute | Status | Notes |
|---|---|---|
| Director class/term | Class I; nominated for term ending 2028 | 2025 Annual Meeting materials |
| Committee memberships | None | Naheta not listed as Audit/Comp/Nominating member |
| Independence status | Not independent (executive) | Board independence assessed; majority independent |
| Board leadership | Independent Chair: Sean Collins | Board leadership structure |
| Governance policies | Hedging/pledging prohibited; clawback policy adopted Sept 2023 | Insider trading & clawback |
| Attendance | 2024: Board met 12 times; directors attended ≥75% | General disclosure (Naheta joined 2025) |
Director Compensation (for Naheta)
| Component | Treatment | Notes |
|---|---|---|
| Annual cash retainer | Not applicable | Employee directors do not receive outside director fees |
| Equity retainer | Not applicable | Outside director RSUs apply to non‑employee directors |
Related‑Party Transactions and Dual‑Role Implications
- Cooperation Agreement with DTR (Naheta as sole stockholder): provides Bakkt an exclusive technology integration and a call option to acquire 100% of DTR within 12 months of initiating payments using DTR, and a put option for Naheta if Bakkt’s processed payment volume exceeds $2B in any 18‑month period; consideration payable in Bakkt Class A shares equal to 19.9%–31.5% of aggregate common (including as‑converted derivatives), subject to adjustments and top‑ups for public warrant exercises, fairness opinion, stockholder/NYSE approvals, and termination fee in case of a superior proposal . This introduces material dilution and governance complexity given CEO’s dual role as counterparty.
- Independence considerations: Board noted Sean Collins’ personal friendship with Naheta and Naheta’s minority LP investment in a fund managed by Collins’ firm; Collins remains independent per Board review .
Vesting Schedules and Selling Pressure Analysis
| Instrument | Schedule/lock‑ups | Selling pressure implications |
|---|---|---|
| PSUs | Immediate vest on achievement date post Nov 2025 amendment; otherwise time‑based vest on achievement with employment condition; change‑in‑control vest based on deal price | Payout in shares upon vest; discretionary acceleration possible; employment condition maintained |
| RSUs | 100% vest on Mar 21, 2026 | Straight service vest; creates potential supply at vest date |
| Options (special) | Quarterly tranches: mandatory exercise window each quarter; early exercise allowed but lock‑up until original date; failure to exercise mandatory portion forfeits remaining options; 90‑day/12‑month post‑termination exercise windows depending on termination type | Mandatory cash exercise (personal funding) likely moderates near‑term selling; lock‑up and stop‑transfer reduce immediate liquidity; optional net‑settlement available for non‑mandatory portion |
Compensation Structure Analysis
- Pay mix skewed to performance equity: $15M PSUs vs $0.1M base salary and $0.15M RSUs indicates high at‑risk compensation aligned to stock price appreciation (90‑day VWAP triggers) .
- Vesting liberalization: November 2025 amendment accelerates PSU vesting to the achievement date without waiting a full year, increasing near‑term payout sensitivity to price moves (potential shareholder red flag) .
- Special options program shifted from initial proposal to smaller aggregate: initial proxy contemplated 7,450,000 options with 5,000,000 to CEO, but final shareholder approval authorized up to 2,000,000 aggregate, reducing dilution vs initial plan; individual allocation in final approval not disclosed .
Say‑on‑Pay and Compensation Committee
- Compensation Committee: Colleen Brown (Chair), Jill Simeone (member until Nov 7, 2025 resignation) — independent composition .
- 2025 Say‑on‑Pay scheduled; outcomes not provided in filings reviewed .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Digital assets/fintech | CEO of DTR; senior investment roles at SoftBank; Bakkt’s strategy emphasizes stablecoin payments and crypto brokerage integration |
| Education | B.S. UIUC; S.M. MIT (EE/CS) |
Investment Implications
- Alignment vs dilution: Naheta’s compensation heavily performance‑equity based with explicit stock price hurdles, signaling alignment to TSR; however, the DTR put/call could lead to 19.9%–31.5% issuance to Naheta, a material dilution and governance complexity that investors must weigh .
- Vesting changes increase near‑term payout sensitivity: PSU amendment to vest at achievement date raises the probability of earlier equity issuance on price spikes, potentially increasing supply and compensation realized without a one‑year vest delay .
- Option structure moderates immediate selling pressure: mandatory cash exercise and lock‑ups plus forfeiture mechanics reduce the risk of near‑term sales of early‑exercise shares, though optional net‑settlement provides flexibility .
- Governance: CEO/director dual role with a major related‑party transaction (DTR) demands rigorous independent oversight (fairness opinion, stockholder approvals, NYSE compliance) to mitigate conflicts; Board remains majority independent with an independent chair .