Nicholas Baes
About Nicholas Baes
Nicholas Baes (age 46) is Chief Operating Officer of Bakkt Holdings, Inc. (BKKT). He became COO on October 7, 2024 after serving as CTO (Jan–Oct 2024) and VP of Engineering (Apr 2023–Jan 2024). He holds a BS in Computer Science and Mathematics from the University of Illinois at Urbana‑Champaign . Company performance context during his tenure: net loss improved to $(103.4)M in 2024 from $(225.8)M in 2023, while cumulative TSR (fixed $100 investment) moved from $187.32 in 2023 to $83.23 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bakkt Holdings, Inc. | Chief Operating Officer | Oct 2024–present | Executes operating plan as Bakkt pivots to pure‑play crypto infrastructure and integrates DTR payments strategy |
| Bakkt Holdings, Inc. | Chief Technology Officer | Jan 2024–Oct 2024 | Led technology through platform focus (BakktX), cost reduction, and custody exit exploration |
| Bakkt Holdings, Inc. | VP Engineering | Apr 2023–Jan 2024 | Scaled core trading infrastructure ahead of 2024 volume recovery |
| PEAK6 | VP Engineering | 2019–2023 | Technology leadership across PEAK6; also CTO of Apex Crypto (subsidiary) |
| Intercontinental Exchange Group | Director of Technology | 2010–2019 | Led technology initiatives at a leading market infrastructure firm |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base salary (annual rate) | $360,000 | Employment agreement notes $360k annual salary |
| Salary earned | $327,693 | 2024 Summary Compensation Table (prorated) |
| Target bonus % | 100% of base | Per 2/20/2025 employment agreement |
| Actual cash bonus (2024) | $194,500 | Paid for 2024 performance |
| All other compensation (2024) | $17,756 | Life insurance premiums and employer 401(k) contributions |
Performance Compensation
- Annual bonus framework: determined based on company financial/operating performance and individual performance; specific metric weightings not disclosed .
Equity awards and vesting schedules (as of FY2024 year‑end):
| Award type | Grant date | Shares unvested at 12/31/2024 | Vesting schedule | Notes |
|---|---|---|---|---|
| RSU (time‑based) | Apr 1, 2023 | 4,690 | 2,310 vests Apr 1, 2025; 2,380 vests Apr 1, 2026 (subject to continued employment) | |
| RSU (time‑based) | Apr 22, 2024 | 14,612 | 50% vests on each anniversary of grant (Apr 22, 2025; Apr 22, 2026) | |
| RSU (time‑based) | Sep 24, 2024 | 4,679 | 50% vests on each anniversary of grant (Sep 24, 2025; Sep 24, 2026) | |
| RSU (time‑based) | Oct 7, 2024 | 49,907 | 1/3 vests on each anniversary of grant (Oct 7, 2025; Oct 7, 2026; Oct 7, 2027) |
Special one‑time management stock option program (subject to stockholder approval on Oct 7, 2025):
- Options allocated to Baes: 200,000 at $10.00 strike (grant date July 29, 2025), exercisable across eight quarterly tranches; 10% of each quarterly tranche is “Mandatory Exercise” (cash exercise required) and 90% is “Optional Exercise” (cash or net‑settle). Failure to exercise the mandatory portion during the two‑day window results in forfeiture of all remaining options. Early exercise permitted after the first post‑approval window, with lock‑up until the originally scheduled exercise dates .
Implications:
- Mandatory quarterly cash exercises create incremental insider buying; optional portions that become exercisable (and early‑exercised shares) carry lock‑ups until original scheduling, then may add selling/liquidity overhang when windows open .
Clawback:
- Company‑wide clawback adopted Sept 2023 requires recovery of excess incentive‑based compensation after an accounting restatement (applies to all “officers” per Rule 16a‑1(f)) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 10,327 Class A common shares as of Mar 31, 2025 (<1%) |
| Unvested RSUs (12/31/2024) | 73,888 RSUs across 4 grants (all time‑based per schedules above) |
| Options | 200,000 options at $10.00 (one‑time program; subject to shareholder approval and tranche mechanics) |
| Ownership guidelines | Not disclosed in proxy; company maintains prohibition on hedging, pledging, and margining for employees and directors |
| Pledging/hedging | Prohibited under insider trading policy |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement date | February 20, 2025 |
| Base salary | $360,000; target annual bonus 100% of base |
| Severance (non‑CIC) | If terminated by Company without Cause or resigns for Good Reason: lump sum 2x base salary; plus lump sum equal to 1x the greater of (a) average of last three bonuses or (b) last annual bonus; full vesting acceleration of time‑vested equity; performance‑based equity vests based on actual performance; 1‑year post‑termination option exercise window; lump sum equal to 1 year of COBRA premiums (subject to release) |
| Severance (within 2 years post‑CIC) | Same 2x salary; plus 1x the greatest of (a) 3‑yr average bonus, (b) last annual bonus, or (c) last bonus prior to CIC; full acceleration of time‑vested equity; performance equity vests at greater of target or actual through CIC; 1‑year post‑termination option exercise window; 1 year COBRA cash payment (subject to release) |
| Non‑compete / non‑solicit | 1‑year post‑termination non‑competition and non‑solicitation covenants |
| 401(k) | Company matches up to 6% under 401(k) plan |
Performance & Track Record
- Strategic milestones under current leadership: sharpened focus to a pure‑play crypto infrastructure provider; divestiture path for custody unit; cooperation agreement with DTR to integrate stablecoin payments infrastructure; cost structure reductions; governance and share authorization actions to fund strategy .
- Financial/TSR context: net loss improved to $(103.4)M in 2024 from $(225.8)M in 2023; cumulative TSR moved from $187.32 (2023) to $83.23 (2024) on a fixed $100 methodology (company‑reported) .
Compensation Structure Analysis
- Mix skews toward equity: 2024 equity grants ($727,886 grant‑date fair value) exceeded cash bonus ($194,500), aligning with turnaround priorities and retention amid platform transformation .
- Shift toward RSUs vs. options: Baes’ outstanding awards are time‑based RSUs; however, the 2025 one‑time 200,000‑option program adds levered exposure and explicit required insider purchase behavior via mandatory quarterly exercises, increasing alignment but also imposing personal liquidity commitments .
- Clawback and no‑hedge/pledge policies improve alignment and reduce risk of misaligned incentives .
Risk Indicators & Red Flags
- Potential selling pressure/overhang: The special option program’s optional portions and early‑exercised shares become sellable after lock‑ups tied to scheduled dates, potentially adding episodic supply when windows open .
- Related party ecosystem: ICE credit facility and pending Bakkt Trust sale to ICE underscore dependency on a strategic shareholder; however, these are board‑approved and disclosed related‑party transactions (not specific to Baes) .
- Governance mitigants: officer exculpation charter amendment (subject to stockholder approval), clawback policy, and prohibition of hedging/pledging .
Say‑on‑Pay & Shareholder Feedback
- 2025 is first year for Say‑on‑Pay and Say‑When‑on‑Pay (no historical approval percentages yet). Board recommended “FOR” Say‑on‑Pay and annual frequency .
Investment Implications
- Alignment: Baes’ equity‑heavy package (significant unvested RSUs plus 200k options at $10) ties outcomes to long‑term share performance; mandatory option exercises increase personal skin‑in‑the‑game and reduce immediate sell capacity via lock‑ups .
- Retention: Competitive severance (2x salary + 1x bonus) with full time‑based equity acceleration and performance equity based on actual/target outcomes, alongside 1‑year non‑compete/non‑solicit, lowers near‑term flight risk but is not an outlier for small‑cap fintech/crypto infrastructure peers .
- Trading signals: Expect periodic insider buying (mandatory option exercises) followed by potential sellable supply when lock‑ups and trading windows permit; monitor Form 4s around quarterly post‑blackout windows to gauge cadence .
- Execution risk: Company TSR volatility and strategic pivots (DTR integration, balance sheet actions) elevate execution risk; however, 2024 loss improvement and explicit incentive alignment aim to balance risk/reward .