Phillip Lord
About Phillip Lord
Phillip Lord is President of Bakkt International, joining with significant growth experience across global platforms, prior leadership at crypto payments platform Oobit, and more than a decade of involvement in DeFi . During the latest disclosed performance period, Bakkt’s compensation “pay versus performance” table shows company TSR value of a $100 initial investment at $187 in 2023 and $83 in 2024, with net income of $225.8 million in 2023 and $103.4 million in 2024, which frames the backdrop for executive incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oobit (crypto payments) | Leadership | — | Led platform growth; deep DeFi involvement aligning with Bakkt’s crypto infrastructure focus |
External Roles
No public company directorships or external board roles were disclosed in company filings for Phillip Lord. The Bakkt leadership profile does not list external public board positions .
Performance Compensation
One-time stock option program approved by shareholders to increase management ownership and alignment. Phillip Lord’s award terms:
| Grant Element | Detail |
|---|---|
| Number of Options | 1,000,000 |
| Grant Date | July 29, 2025 |
| Exercise Price | $10.00 per share (FMV on grant date) |
| Exercise Schedule | One-eighth (12.5%) of total options becomes exercisable each quarter over eight quarters (“Quarterly Tranches”) |
| Mandatory vs Optional | For Lord: 20% of each quarterly tranche must be exercised during a two-day window after blackout ends; remaining 80% becomes exercisable for up to one year after mandatory exercise |
| Early Exercise & Lock-up | Early exercise permitted after first mandatory window; shares from early exercise of optional portion are locked and cannot be sold or hedged until the originally scheduled exercise date |
| Failure to Exercise | If the mandatory portion of a tranche is not exercised in the window, all remaining options (current and subsequent tranches) are forfeited automatically |
| Termination Treatment | For cause: all options forfeited; voluntary resignation without good reason: exercisable options remain exercisable for 90 days; termination without cause/by executive for good reason/death/disability: exercisable options remain exercisable for 12 months |
| Change-in-Control Framework | Options granted outside the Plan but governed as if under the 2021 Omnibus Plan; Compensation Committee may determine treatment. The Plan provides for double-trigger acceleration (termination without cause or for good reason within 2 years of a change in control) for time-based awards and target-or-actual performance treatment for PSUs |
Vesting/exercise cadence and insider trading windows:
| Quarter | Portion Exercisable | Mandatory Portion (of tranche) | Optional Portion Window |
|---|---|---|---|
| Q1 | 12.5% | 20% | Up to 1 year post mandatory exercise |
| Q2 | 12.5% | 20% | Up to 1 year post mandatory exercise |
| Q3 | 12.5% | 20% | Up to 1 year post mandatory exercise |
| Q4 | 12.5% | 20% | Up to 1 year post mandatory exercise |
| Q5 | 12.5% | 20% | Up to 1 year post mandatory exercise |
| Q6 | 12.5% | 20% | Up to 1 year post mandatory exercise |
| Q7 | 12.5% | 20% | Up to 1 year post mandatory exercise |
| Q8 | 12.5% | 20% | Up to 1 year post mandatory exercise |
Notes:
- Mandatory windows commence on the first trading day after the applicable quarterly blackout ends, subject to the company’s insider trading policy .
- Early exercise shares are subject to a lock-up prohibiting sales, pledges, transfers, or hedges until the original exercise date; stop-transfer instructions may be imposed .
Equity Ownership & Alignment
- Policy prohibiting hedging and pledging: employees and directors are prohibited from short sales, derivatives, hedging transactions, and pledging Bakkt securities; no margin accounts allowed .
- Clawback policy: adopted September 2023, requires recovery of excess incentive-based compensation after a restatement for covered officers, consistent with SEC/NYSE rules .
- Dilution context: the September 2025 special proxy noted potential dilutive effects if all management options were exercised; the options program was structured to increase alignment by requiring committed quarterly exercise funded by executives .
Employment Terms
Award agreement terms that affect retention and selling pressure:
- Mandatory quarterly exercise requirement for 20% of each tranche; forfeiture if missed (strong retention/investment incentive) .
- Optional portion exercisable for one year only after mandatory exercise, creating rolling windows with potential net-settlement to manage cash needs .
- Termination mechanics: 90-day exercise window after resignation without good reason vs 12 months for involuntary termination without cause/for good reason/death/disability .
- No guarantee of continued service; award non-transferable except via estate/beneficiary provisions .
Company Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Value of initial fixed $100 investment (TSR) ($) | $187 | $83 |
| Net Income/(Loss) ($ million) | $225.8 | $103.4 |
Investment Implications
- The mandatory quarterly exercise requirement (20% per tranche) is a strong signal of management commitment and reduces the risk of immediate selling pressure, while the optional portion’s one-year window introduces potential discretionary exercises that could be net-settled, moderating cash drain but still adding supply over time .
- Early exercise lock-ups prevent near-term sales for optional shares exercised early, reducing short-term overhang; failure to meet mandatory windows triggers forfeiture, reinforcing retention and alignment incentives .
- Governance safeguards (anti-hedging/pledging and clawback policy) strengthen shareholder alignment; change-in-control treatment governed under the Omnibus Plan’s framework suggests double-trigger protections, with ultimate treatment at the Compensation Committee’s discretion for these specific options .
- With Bakkt’s TSR and net income variability over 2023–2024, the option exercise structure ties Lord’s realized value to future performance and timing, aligning incentives with long-term value creation while imposing discipline through mandatory exercise and forfeiture provisions .