Marc D’Annunzio
About Marc D’Annunzio
General Counsel and Corporate Secretary of Bakkt Holdings, Inc. since May 2019; previously practiced in Alston & Bird LLP’s Payments group. Age 53 (as of March 31, 2025). J.D. and B.A. (Economics and History), University of Michigan. Responsibilities span legal, regulatory, compliance and governance .
Performance context during his tenure shows rapid revenue scale-up with improving (though still negative) EBITDA.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 56,224,000* | 780,136,000* | 3,490,220,000* |
| EBITDA ($) | -153,669,000* | -116,087,000* | -83,562,000* |
| Net Income ($) | -578,105,000* | -74,854,000* | -46,659,000* |
Values retrieved from S&P Global.
Note: These figures reflect company performance during his tenure as a key executive officer and governance lead. They are not solely attributable to his role.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alston & Bird LLP | Attorney, Payments group | –2019 | Advised on payments/loyalty M&A, co-branded and private label card programs, and complex processing relationships . |
External Roles
- No public company directorships disclosed in the company’s executive officer biographies .
Fixed Compensation
| Item | Detail | Period/Status | Source |
|---|---|---|---|
| Base Salary | $400,000 | Per employment agreement (ongoing unless amended) | |
| Target Bonus | 100% of base salary | Annual target | |
| Actual Cash Bonus | $231,750 | FY 2023 | |
| All Other Compensation | $18,876 | FY 2023 (benefits, 401k match, etc.) |
Performance Compensation
Equity awards (historical and outstanding)
| Grant/Type | Unvested Units at 12/31/2023 | Vesting Terms | Source |
|---|---|---|---|
| RSUs (1/21/2022, time-based) | 134,000 | 50% on each future anniversary (continued service) | |
| RSUs (2/1/2022, time-based) | 58,328 | 50% on each future anniversary (continued service) | |
| PSUs (1/21/2022, performance-based) | 133,334 | 50% on each future anniversary (continued service and performance) | |
| PSUs (2/1/2022, performance-based) | 58,328 | 50% on each future anniversary (continued service and performance) | |
| RSUs (2/13/2023, time-based) | 140,992 | 1/3 annually over 3 years (continued service) | |
| RSUs (2/13/2023, time-based) | 50,000 | 1/2 annually over 2 years (continued service) | |
| PSUs (2/13/2023, performance-based) | 46,997 | 1/3 annually over 3 years (continued service and performance) |
- Plan-level performance metrics that may be used for PSUs include earnings, EPS, EBITDA, revenue, gross profit/operating profit, cash flow, ROIC/ROE/ROA, market share, TSR and others; actual goals are set by the Compensation Committee each cycle .
- Clawback policy (adopted Sept 2023) requires recovery of excess incentive-based pay upon an accounting restatement, generally covering the prior three fiscal years .
2025 special option program (one-time)
| Term | Detail | Source |
|---|---|---|
| Grant date | July 29, 2025 (subject to shareholder approval) | |
| Award size (Marc D’Annunzio) | 500,000 stock options | |
| Exercise price | $10.00 per share (FMV at grant) | |
| Quarterly tranches | 1/8 of options become exercisable each quarter | |
| Mandatory vs. Optional | For executives other than the CEO/President, 10% of each quarterly tranche is Mandatory Exercise Options; 90% Optional Exercise Options | |
| Exercise windows | Mandatory: two-day window after quarterly blackout ends; Optional: exercisable for up to one year after exercising the mandatory portion of that tranche | |
| Early exercise & lock-up | Early exercise allowed after first window; shares from early exercise of optional portion are locked until the original scheduled exercise date | |
| Forfeiture | If the mandatory portion of any tranche isn’t exercised during its window, all remaining options (current and future tranches) are forfeited | |
| Termination treatment | For cause: forfeit all; resignation without good reason: exercisable 90 days for exercisable options; without cause/for good reason/death/disability: 12 months for exercisable options |
Implications: This structure forces incremental personal cash investment via mandatory exercises, creates recurring windows, and imposes lock-ups on early-exercised optional shares—together moderating near-term selling and signaling alignment (but also adding a cash-call and potential dilution if fully exercised) .
Equity Ownership & Alignment
| Component | Amount | Notes |
|---|---|---|
| Class A common shares beneficially owned (3/31/2024) | 393,873 | <1% voting power |
| Paired Interests (Opco unit + Class V share) | 1,204,712 | Exchangeable 1:1 into Class A (per Exchange Agreement) |
| Total beneficial voting interest | 1,598,585 | <1% of total voting power |
| Unvested RSUs/PSUs (12/31/2023) | 621,979 | See detailed vesting table above |
| Hedging/Pledging | Prohibited for employees and directors | |
| Ownership guidelines | Not disclosed | — |
Governance protections: Company prohibits short sales, derivatives, hedging, pledging and margin accounts for insiders, reducing misalignment/credit risks . Clawback policy in place .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Current role | General Counsel & Corporate Secretary | |
| Start at Bakkt | May 2019 | |
| Employment agreement | August 10, 2021 | |
| Base/Target | $400,000 base; 100% target bonus | |
| Equity on hire (2022) | 400,000 time- and performance-based RSUs | |
| Term/renewal | One-year term; auto-renews in 1-year increments unless non-renewed | |
| Non-compete/non-solicit | 1 year post-termination | |
| Severance (no CIC) | Lump sum 2x base; plus 1x greater of avg last 3 bonuses or last bonus; time-based equity vests; performance equity vests at actual performance; 1-year option exercise window; 1 year COBRA premium | |
| Severance (within 2 yrs after CIC) | Lump sum 2x base; plus 1x greater of avg last 3 bonuses/last bonus/last pre-CIC bonus; time-based equity vests; performance equity vests at greater of target or actual through CIC; 1-year option exercise window; 1 year COBRA | |
| Release requirement | Severance contingent on release of claims |
Plan-level: Company’s 2021 Omnibus Incentive Plan uses double-trigger vesting on CIC for awards unless otherwise determined; prohibits option/SAR repricing without shareholder approval .
Say‑on‑Pay & Shareholder Feedback
- 2025 is the first year the company is holding a non-binding advisory say‑on‑pay vote; next expected vote in 2026 .
- Compensation Committee engaged Compensia in 2024 for pay benchmarking and incentive design support .
Compensation Structure Analysis
- Mix and at‑risk pay: Material equity grants (time-based and performance‑based RSUs) alongside a 100% target bonus reinforce pay‑for‑performance; 2023 realized pay included a $231,750 bonus and $282,668 equity grant-date value .
- Shift in instruments: Introduction of a one‑time option program in 2025 increases leverage to share price appreciation and requires personal cash exercises, consistent with shareholder alignment but adds exercise-time cash needs and potential dilution upon full participation .
- Governance protections: Clawback policy compliant with NYSE/SEC rules and anti-hedge/pledge policy mitigate misalignment risk .
- CIC economics: Double-trigger vesting for equity and robust cash severance protect retention through strategic transactions while balancing shareholder protections (no single-trigger wholesale vesting in plan text) .
Investment Implications
- Alignment/retention: Multi-year unvested RSUs/PSUs (621,979 units at YE 2023) plus the 2025 option program with mandatory quarterly exercises and lock-ups reduce near-term selling pressure and promote continued service; however, mandatory cash exercises introduce periodic liquidity needs that could influence personal trading plans .
- Ownership: Beneficial ownership is <1% voting power, but Paired Interests are exchangeable into Class A, providing additional potential float overhang if exchanged; corporate policy disallows pledging/hedging, reducing downside alignment risks .
- Dilution/overhang: Share reserve increases (2024 and 2025) and the 2025 one-time option program (7.45 million options across management) create potential dilution; management argues the structure improves alignment and requires personal investment .
- Performance backdrop: Company revenue scaled sharply from 2022–2024 with improving EBITDA losses, offering a constructive backdrop for performance equity outcomes if execution continues; investors should monitor PSU goal rigor and realized payouts versus plan [S&P Global figures in About section].
Citations:
- Executive role, tenure, age, education, responsibilities:
- 2023 compensation (salary/bonus/equity/other):
- Outstanding awards and vesting details at 12/31/2023:
- Employment agreement terms (base/bonus, severance, CIC, restrictive covenants):
- Hedging/pledging prohibition:
- Clawback policy:
- Beneficial ownership (Class A, Paired Interests, % voting power):
- Exchange mechanics, ICE agreements and capital structure context:
- Plan-level CIC and repricing restrictions; 2024/2025 share pool amendments:
- 2025 special option proposal and Marc D’Annunzio award specifics:
- Say‑on‑pay (first year):
- Compensation committee advisor (2024):
S&P Global disclaimer: Financial values marked with an asterisk (*) were retrieved from S&P Global.