Karen Alexander
About Karen Alexander
Karen Alexander is Bakkt’s Chief Financial Officer (age 54), serving since August 2022 after roles as Acting CFO and Chief Accounting Officer; previously she was GE Capital’s Global Technical Controller and began her career in audit at Arthur Andersen and Ernst & Young. She holds a bachelor’s degree in accounting from Miami University (Ohio) . Company performance context during her tenure: 2024 total shareholder return (from an initial fixed $100) was $83 and net loss was $103.4 million, versus 2023 TSR $187 and net loss $225.8 million . She signed the Q3 2025 10‑Q and SOX 302/906 certifications as Principal Financial Officer .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bakkt Holdings, Inc. | Chief Financial Officer | Aug 2022–present | Principal Financial Officer; led finance through strategic shift to pure-play crypto infrastructure . |
| Bakkt Holdings, Inc. | Acting CFO; Chief Accounting Officer | May–Aug 2022; CAO from Oct 2021 to Aug 2022 | Finance leadership through post‑SPAC public company transition . |
| GE Capital | Global Technical Controller | Jan 2017–Apr 2021 | Led global technical accounting; controls oversight at a complex financial institution . |
| Arthur Andersen LLP; Ernst & Young LLP | External Auditor | Not disclosed | Audit foundation; financial reporting and controls experience . |
External Roles
No public company directorships or external board roles disclosed for Karen Alexander .
Fixed Compensation
| Metric | 2024 | Source |
|---|---|---|
| Base salary ($) | 400,000 | |
| Target annual bonus (% of base) | 100% | |
| Actual bonus paid ($) | 167,300 | |
| Other compensation ($) | 22,786 |
Performance Compensation
Equity awards (RSUs/PSUs)
| Grant type | Grant date | Units | Key vesting terms | Market value reference |
|---|---|---|---|---|
| Time‑based RSU | Feb 1, 2022 | 486 | Vests 2/1/2025, subject to continued employment | Market price $24.77 used for 12/31/2024 values |
| Time‑based RSU | Aug 26, 2022 | 1,360 | Vests 8/26/2025, subject to continued employment | Market price context $24.77 |
| Time‑based RSU | Feb 13, 2023 | 3,778 | 1,861 vest 2/13/2025; 1,917 vest 2/13/2026 | Market price context $24.77 |
| Time‑based RSU | Feb 13, 2023 | 1,000 | Vests 2/13/2025 | Market price context $24.77 |
| Time‑based RSU | Apr 22, 2024 | 23,541 | 50% vest each anniversary of grant (4/22/2025; 4/22/2026), subject to employment | Market price context $24.77 |
| Performance‑based RSU | Aug 26, 2022 | 1,332 | Vests 8/26/2025, subject to performance and employment (target representation) | Market price context $24.77 |
| Performance‑based RSU | Feb 13, 2023 | 1,169 | 585 vest 2/13/2025; 584 vest 2/13/2026 (target representation) | Market price context $24.77 |
| Performance‑based RSU | Jul 12, 2024 | 7,847 | Half vests on each anniversary of grant, subject to performance and employment (target representation) | Market price context $24.77 |
Option awards (special one‑time program approved by shareholders)
| Grant | Units | Exercise price | Grant date | Quarterly tranches & mandatory exercise | Early exercise lock‑up | Forfeiture & termination treatment |
|---|---|---|---|---|---|---|
| CFO special options | 100,000 | $10.00/share | Jul 29, 2025 | 1/8 per quarter; for non‑CEO grantees 10% of each quarterly tranche is mandatory during a two‑day window post‑blackout; failure to exercise mandatory portion forfeits all remaining options | ||
| Optional portion of each tranche exercisable for up to 1 year only after mandatory portion is exercised | ||||||
| Early exercise permitted only after first mandatory period; shares from early exercise of optional options are locked until the originally scheduled date; stop‑transfer instructions may be imposed | ||||||
| If termination for cause: all options forfeited; without cause/good reason/death/disability: options with occurred mandatory period remain exercisable for 12 months; voluntary resignation: 90‑day post‑termination exercise for options then exercisable |
Shareholder approval of the options program was obtained at the October 31, 2025 special meeting . The proxy’s new plan benefits table lists Karen Alexander at 100,000 options; the supplemental solicitation materials present “100,000 26,846” counts as shown in the table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 9,506 Class A shares (less than 1%) as of March 31, 2025 |
| Vested vs unvested equity | Unvested RSUs: 40,513 units (mix of time‑ and performance‑based across grants; see schedules above) with market value context at $24.77 on 12/31/2024 |
| Options outstanding | 100,000 special options (see terms above) |
| Hedging/pledging | Company policy prohibits hedging and pledging of company securities by employees and directors |
| Ownership guidelines | Stock ownership guidelines referenced generally; specific multiples not disclosed in the proxy |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Dated Oct 12, 2022; 1‑year term with automatic 1‑year renewals |
| Base salary & bonus | Base salary $400,000; target bonus 100% of base |
| Severance (non‑CoC) | Lump sum 2× base salary; plus 1× the greater of (a) average last three annual bonuses or (b) last annual bonus; full vest acceleration for time‑vested equity; performance‑based equity vests based on actual performance achieved; 1‑year post‑termination option exercise; 1 year COBRA premium payment (lump sum) |
| Severance (CoC; within 2 years) | Lump sum 2× base; plus 1× the greatest of (a) average last three annual bonuses, (b) last annual bonus, or (c) last bonus prior to CoC; time‑vested equity fully accelerates; performance‑based equity vests based on greater of target or actual through CoC; 1‑year post‑termination option exercise; 1 year COBRA premium payment (lump sum) |
| Non‑compete / non‑solicit | 1‑year post‑termination covenants |
| Clawback | NYSE/SEC‑compliant incentive compensation clawback adopted Sept 2023; covers officers for restatements (3‑year look‑back) |
Performance & Track Record
- Compliance leadership: CFO signed Q3 2025 SOX 302 and 906 certifications and the 10‑Q signature page .
- Insider reporting: One late Section 16(a) report for Karen Alexander was noted due to administrative error (filed Feb 14, 2025) .
- Company compensation trends: Compensation and benefits decreased by $1.8 million YoY in Q3 2025 driven by lower salaries/bonuses, partially offset by higher non‑cash compensation .
- Share‑based comp mechanics: Company uses RSUs/PSUs; fair value for PSUs with market conditions determined via Monte Carlo with assumed volatility ~125% and risk‑free ~3.79–3.98% .
Compensation Structure Analysis
- Mix and at‑risk pay: Karen’s 2024 compensation included base pay, annual cash bonus, and meaningful equity grants ($389,760 grant‑date fair value), indicating emphasis on equity‑linked incentives .
- Options vs RSUs: Introduction of a mandatory‑exercise options program (with personal funding requirement, lock‑ups, and forfeiture on non‑exercise) increases personal capital at risk versus time‑based RSUs; strike set at $10 despite lower record‑date trading price to reinforce alignment .
- Clawback and hedging: Formal clawback and prohibition on hedging/pledging strengthen pay‑for‑performance alignment and reduce adverse incentives .
- Discretionary/gross‑ups: No tax gross‑ups disclosed; tax withholding obligations specified in award agreements .
Risk Indicators & Red Flags
- Reporting timeliness: Single late Section 16(a) filing noted for Karen Alexander .
- Dilution considerations: The options program, if fully exercised across grantees, was disclosed to have potential dilutive voting impact (aggregated 7,450,000 options across management) .
- Early‑exercise lock‑ups and mandatory windows: Complex exercise/forfeiture mechanics may create concentrated insider trading windows, though the lock‑up seeks to mitigate immediate resale risk .
Equity Vesting & Insider Selling Pressure
| Upcoming vesting (illustrative) | Units | Date | Potential pressure context |
|---|---|---|---|
| Time‑based RSU | 1,861 | Feb 13, 2025 | Standard vest; subject to blackout/trading policies |
| Time‑based RSU | 1,000 | Feb 13, 2025 | Standard vest |
| Time‑based RSU | 486 | Feb 1, 2025 | Standard vest |
| Time‑based RSU | ~11,770 (50% of 23,541) | Apr 22, 2025 | Annual tranche vest |
| Performance‑based RSU | 585 | Feb 13, 2025 | Vest contingent on certified performance |
Note: Insider trading policy governs trading windows; mandatory option exercises occur in two‑day windows post‑blackout and carry forfeiture for non‑exercise, potentially smoothing purchase activity but not necessarily sales .
Investment Implications
- Strong alignment mechanisms: Mandatory‑exercise options at a premium strike ($10) require personal capital deployment, with forfeiture risk for non‑participation and lock‑ups on early exercises—supporting alignment and moderating near‑term sell pressure .
- Retention protections: Double‑trigger CoC severance (2× salary and 1× bonus, plus equity acceleration) and 1‑year non‑compete/non‑solicit reduce retention risk around strategic transactions; clawback adds governance rigor .
- Ownership is modest: Direct Class A ownership is small (<1%), but unvested RSUs/PSUs and the 100,000 option grant create future equity exposure; hedging/pledging prohibitions reduce misalignment risk .
- Watch execution windows and disclosure cadence: Complex option tranching and blackout‑window mechanics may cluster activity; prior late Section 16 filing underscores need to monitor insider forms for trading signals .