Andrew Main
About Andrew Main
Andrew A. Main is Co-Chief Executive Officer and President of Bakkt Holdings, Inc.; he served as President & CEO from March 26, 2024 to March 20, 2025, and was appointed Co‑CEO effective March 21, 2025. He has served on Bakkt’s Board since 2021; age 60 as of April 14, 2025; prior roles include CEO of Ogilvy (2020–2022) and Global Head of Deloitte Digital (2014–2020); he holds an M.A. from the University of Edinburgh in Business, Marketing and Geography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ogilvy | Chief Executive Officer | 2020–2022 | Led the agency; significant technology and marketing expertise noted in Bakkt bio |
| Deloitte Digital (Deloitte) | Global Head, Deloitte Digital | 2014–2020 | Oversaw acquisitions of multiple creative agencies to grow the brand |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Bakkt proxies reviewed do not list other public company directorships for Mr. Main |
Board Governance
- Independence status:
- 2023: Independent director; served on Compensation Committee .
- 2024–2025: Non‑independent as CEO/Co‑CEO; not on standing committees .
- Committee assignments (historical):
- Compensation Committee member during 2023; stepped off when appointed CEO on March 26, 2024 (no comp committee interlocks disclosed) .
- Attendance:
- Board held 12 meetings in 2022 and 21 meetings in 2023; each director attended at least 75% of Board and relevant committee meetings in those years .
- Board structure and leadership:
- Independent Board Chair; Sean Collins served as Chair in 2024 (roles of Chair and CEO separated) . A majority‑independent Board; committees comprised only of independent directors .
- Executive sessions: Non‑employee directors meet in executive session at least twice annually; independent directors also meet in executive session at least twice if any non‑employee directors are not independent .
- Related‑party oversight: Audit & Risk Committee approval required for related‑party transactions (officers, directors, >5% holders) .
Fixed Compensation
| Item | 2024 | 2025 (terms as of Mar 2025) |
|---|---|---|
| Base Salary | $363,463 (earned in FY2024) | $500,000 annual base per employment agreement after transition to Co‑CEO |
| Target Annual Bonus | Disclosed as 100% of base for CEO role | 100% of base salary |
| Actual Bonus Paid | $250,000 for FY2024 | — |
| Special 2024 Bonus Timing | 50% of 2024 target bonus to be paid on Oct 1, 2024 (balance discretionary) | — |
| Severance (termination without cause/good reason) | Base salary through termination; lump sum equal to 2x Base Salary; COBRA continuation at employee cost; expense reimbursements | Same terms |
Performance Compensation
| Grant/Metric | Detail |
|---|---|
| 2024 Equity Awards (Grant date fair value) | $6,709,357 in stock awards (ASC 718) for FY2024 |
| Time‑Based RSUs | 365,853 RSUs granted Mar 26, 2024; vest 40% on Mar 26, 2025, then 30% on each of the second and third anniversaries; continued service required |
| Performance‑Based RSUs | 136,836 target PSUs granted Jul 12, 2024; footnotes indicate vesting 50% on each anniversary of grant date, subject to continued service and performance ; PSUs under employment agreement vest over a three‑year performance period based on relative TSR, with certification after period |
| Equity Treatment on Qualifying Termination | Time‑based RSUs vest in full; PSUs vest based on actual performance certified after performance period |
| Clawback / Recovery | Company discloses a Compensation Recovery Policy in governance materials |
Director Compensation (as Non‑Employee Director pre‑CEO)
| Year | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| 2023 | $0 | $257,501 | Stock awards vested in full upon transition to CEO on Mar 25, 2024 |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None disclosed; in 2023 the Compensation Committee members were Sean Collins, Jill Simeone, and Andrew Main (Main ceased service upon becoming CEO on Mar 26, 2024) .
- No other public company directorships for Mr. Main identified in the reviewed biographies .
Expertise & Qualifications
- 30+ years across consulting and marketing agencies; led digital transformations and agency M&A integrations (Deloitte Digital) .
- Technology and marketing domain expertise applicable to fintech and digital assets; Bakkt cites his experience “helping brands grow and modernize” .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership of Class A Common Stock | 311,462 shares; <1% of outstanding | As disclosed in 2024 proxy security ownership table |
| Unvested equity at 12/31/2024 | 502,689 RSUs (365,853 time‑based; 136,836 performance‑based at target) | Market value $12,451,606 at $24.77/share as of 12/31/2024 |
| Hedging/Pledging | Company maintains a Policy Prohibiting Hedging or Pledging of Securities (governance section) |
Governance Assessment
- Independence and committee service: Mr. Main was an independent director and Compensation Committee member in 2023, supporting board independence and pay oversight; he became CEO in March 2024 and Co‑CEO in March 2025, appropriately stepping off committees upon becoming an executive (no interlocks disclosed) .
- Attendance and engagement: Company reports each director attended at least 75% of Board and committee meetings in 2022 and 2023, indicating acceptable engagement levels during Mr. Main’s independent tenure .
- Pay design and alignment: CEO pay features a high equity component with multi‑year vesting and relative TSR performance metrics, plus clear severance terms; a one‑time provision paid 50% of 2024 target bonus mid‑year (Oct 1, 2024), signaling a retention/transition incentive during leadership change .
- Board structure mitigants: Independent Board Chair and majority‑independent Board/committees, routine executive sessions, and audit committee oversight of related‑party transactions support governance quality as Mr. Main serves as an executive director .
- Red flags and watch items:
- Transition to CEO/Co‑CEO eliminates independence; concentration of authority is tempered by independent chair structure .
- Significant equity awards in 2024 increase alignment but warrant monitoring of performance goal rigor and subsequent vesting certifications (relative TSR PSUs) .
- No specific related‑party transactions involving Mr. Main were identified in the cited sections; the company requires Audit & Risk Committee approval for any such transactions .