Michelle Goldberg

About Michelle Goldberg

Independent director of Bakkt Holdings, Inc. since October 15, 2021; age 56 as of April 14, 2025. She holds an M.A. from Harvard University and a B.A. from Columbia University, and has deep technology, investment, finance, and digital media experience. She currently serves as Chair of the Audit and Risk Committee and is a member of the Nominating and Corporate Governance Committee.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit and Risk Committee Chair; Nominating and Corporate Governance Committee Member. Audit Committee members include Colleen Brown, Sean Collins, De’Ana Dow, and Michelle Goldberg (Chair). Nominating Committee members include Jill Simeone (Chair), Sean Collins, and Michelle Goldberg.
• Independence: The Board determined Ms. Goldberg is independent under NYSE rules (majority-independent board; committees comprised only of independent directors).
• Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings (12 meetings held).
• Board leadership and executive sessions: Independent Board Chair (Sean Collins); non-employee directors meet in executive session no less than twice per year.

Fixed Compensation

• Outside Director Compensation Program (structure)

  Component	Annual Amount (USD)
  Non-employee director retainer	$50,000
  Non-executive Board Chair	$100,000
  Audit Committee Chair	$25,000
  Audit Committee Member	$10,000
  Compensation Committee Chair	$20,000
  Compensation Committee Member	$7,500
  Nominating Committee Chair	$12,000
  Nominating Committee Member	$5,000

• Actual Director Compensation (Michelle J. Goldberg)

  Metric	FY 2022	FY 2023	FY 2024
  Fees Paid or Earned in Cash ($)	$72,000	$72,000	$334,000
  Stock Awards ($)	$200,000	$200,001	$200,000
  Total ($)	$272,000	$272,001	$534,000

Note: Bakkt paid $798,000 in total compensation for special Board committees formed in connection with a 2024 strategic review, contributing to elevated cash fees versus typical retainer + committee fees mix.

Performance Compensation

• Annual equity grant structure for directors: RSUs valued at $200,000, granted at each annual meeting; vest at the earlier of one year from grant or next annual meeting; change-in-control provisions provide full vesting acceleration. Directors may elect to receive cash retainers as RSUs.
• Outstanding director equity as of year-end (RSUs):

  Item	Amount
  RSUs outstanding (12/31/2024)	11,364; scheduled to vest May 31, 2025

No performance metrics (e.g., revenue growth, EBITDA, TSR) apply to non-employee director compensation; awards are time-based RSUs.

Other Directorships & Interlocks

• Prior public company boards: Taubman Centers, Legg Mason, Plum Creek. No current disclosed interlocks with Bakkt customers/suppliers.
• Related-party safeguards: Audit Committee must approve related-party transactions; standing policy prohibits transactions without such approval and outlines exceptions (e.g., transactions where interest arises solely from security ownership).

Expertise & Qualifications

• Technology investing and governance: 20 years as partner at Ignition; advisor/LP role in early-stage tech.
• Finance and transactions: Investment banking background in M&A.
• Operating perspective: Microsoft consulting in Developer & Server Division.
• Education: M.A. Harvard; B.A. Columbia.

Equity Ownership

Governance Assessment

• Board effectiveness: As Audit Chair, Goldberg oversees financial reporting, auditor independence, internal controls, and related-party reviews; the Audit Committee recommended inclusion of audited 2024 financials in the 10-K, indicating active oversight.
• Independence and engagement: Affirmatively determined independent; attended ≥75% of Board/committee meetings in 2024; member of Nominating Committee contributing to board composition and governance policies.
• Alignment and incentives: Standard director RSU grants ($200,000) and prohibitions on hedging/pledging support shareholder alignment; beneficial shareholdings are modest (<1%), typical for outside directors.
• Pay mix and trends: 2024 cash fees increased materially ($334,000 vs. $72,000 in 2022–2023), likely reflecting Audit Chair duties and special committee work; monitor for sustained increases in guaranteed cash versus equity if special committee demands recede.

Potential RED FLAGS to monitor

• Elevated cash compensation relative to equity due to special committee activity—assess persistence and justification beyond 2024.
• No disclosed ownership guidelines specific to directors; ensure continuing adherence to hedging/pledging prohibitions to maintain alignment.

Board Governance (Additional Details)

• Audit Committee responsibilities: auditor selection, independence, financial statement review, risk oversight, related-party transactions, internal controls, and pre-approval of audit/non-audit services.
• Executive sessions: Non-employee and independent directors meet in executive session at least twice annually, enhancing independent oversight.