Andrew Kang
Executive Vice President & Chief Financial Officer at MSTR
Executive
About Andrew Kang
Andrew Kang, age 48, serves as Executive Vice President & Chief Financial Officer of MicroStrategy, a role he has held since May 2022; he has 20+ years of experience across accounting, treasury, capital markets, ALM, FP&A, and IR, with prior senior finance roles at GreenSky, Santander Holdings USA, Santander Consumer USA, Exeter Finance, HSBC, and Capital One . He holds a B.A. in Biology and a post‑baccalaureate certification in Accounting from the University of Virginia . His incentive design emphasizes subjective achievement of strategic, operational, and financial objectives and a PSU program tied to relative TSR versus the Nasdaq Composite over a three‑year period; 2024 bonuses reflected equal weighting of software and bitcoin strategy objectives with 70% and 150% achievement respectively (110% payout), and PSUs pay 0–200% based on relative TSR . In 2024 he exercised options realizing $2.523 million and had stock awards vesting valued at $2.562 million, reflecting meaningful realized value aligned with Company performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GreenSky, Inc. | Executive Vice President & Chief Financial Officer | Sep 2020 – Apr 2022 | Led finance at a publicly listed fintech specializing in point‑of‑sale consumer financing; company acquired by Goldman Sachs in April 2022 . |
| Santander Holdings USA | Corporate Treasurer | Apr 2018 – Sep 2020 | Oversaw liquidity, balance sheet, and capital management for a ~$150B bank holding company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Schenck School | Board of Trustees | Current | Trustee at a leading independent elementary school for dyslexic students in the U.S. . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 413,333 | 640,000 | 640,000 |
| Target Bonus ($) | 500,000 (prorated for partial year) | 500,000 | 500,000 |
| Actual Bonus Paid ($) | 424,658 | 425,000 | 550,000 |
| All Other Compensation ($) | 5,080 | 46,067 | 112,138 |
| Notes | One‑time reporting bonus $100,000 in 2022 . | All Other Compensation includes perqs, 401(k) match, life insurance, and tax gross‑ups . | All Other Compensation includes perqs, 401(k) match, life insurance, and tax gross‑ups . |
Performance Compensation
Annual Cash Bonus Structure and Outcomes
| Year | Metric | Weighting | Target | Actual Achievement | Payout |
|---|---|---|---|---|---|
| 2024 | Software business objectives | Equal to bitcoin objectives | Subjective objectives vs target bonus | 70% | Included in overall 110% payout |
| 2024 | Bitcoin strategy objectives | Equal to software objectives | Subjective objectives vs target bonus | 150% | Included in overall 110% payout; $550,000 paid on $500,000 target |
| 2022 | Individual achievement | Subjective | 100% | 100% | Prorated payout $324,658 on $500,000 target (partial year) |
| 2022 | Company performance | Applies to NEO bonuses | 100% | 100% | See above |
Long‑Term Incentives: Grants and Design
- Equity award mix transitioned to ~40% options / 40% PSUs / 20% RSUs in 2023; maintained in 2024 with additional RSUs for contributors to the bitcoin strategy .
- PSUs pay 0–200% of target based on relative TSR vs Nasdaq Composite over a 3‑year performance period, with change‑of‑control treatment converting PSUs to time‑vested RSUs and acceleration upon qualifying termination; 2024 proxy presents PSU values assuming a 200% payout based on relative TSR in applicable periods .
Grants of Plan‑Based Awards
| Grant Year | Grant Date | Type | Shares/Units (#) | Exercise/Base Price ($) | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| 2024 | 3/21/2024 | Options | 9,550 | 159.929 | 1,064,271 |
| 2024 | 3/21/2024 | RSUs | 21,300 | — | 3,406,488 |
| 2024 | 3/21/2024 | PSUs | 6,660 (target) | — | 2,045,466 |
| 2023 | 6/5/2023 | Options | 4,949 | 276.36 | 920,217 |
| 2023 | 6/5/2023 | RSUs | 1,703 | — | 470,641 |
| 2023 | 6/5/2023 | PSUs | 3,406 (target) | — | 1,655,929 |
Equity Ownership & Alignment
Beneficial Ownership and Breakdown
| As of | Class A Beneficially Owned (Shares) | % of Class A | Perpetual Strife Preferred (Shares) | Breakdown (Direct, Options exercisable ≤60 days, RSUs vesting ≤60 days) |
|---|---|---|---|---|
| Apr 22, 2025 | 134,095 | <1% | 1,500 | Direct: 15,215; Options: 102,120; RSUs: 16,760 |
Outstanding Equity Awards at FY2024 Year‑End
| Instrument | Status | Quantity (#) | Exercise Price ($) | Expiration | Notes/Market Value |
|---|---|---|---|---|---|
| Stock Options | Exercisable | 37,500 | 19.744 | 5/18/2032 | Standard 4‑year vest, 10‑yr term |
| Stock Options | Unexercisable | 75,000 | 19.744 | 5/18/2032 | Change‑of‑control acceleration per agreement |
| Stock Options | Exercisable | 12,370 | 27.636 | 6/5/2033 | Standard terms |
| Stock Options | Unexercisable | 37,120 | 27.636 | 6/5/2033 | Standard terms |
| Stock Options | Unexercisable | 9,550 | 159.929 | 3/21/2034 | Standard terms |
| RSUs | Unvested | 25,000 | — | — | Market value $7,240,500 |
| RSUs | Unvested | 12,780 | — | — | Market value $3,701,344 |
| RSUs | Unvested | 21,300 | — | — | Market value $6,168,906 |
| PSUs | Unvested | 34,060 | — | — | Market value $19,728,914 (assumes 200% payout) |
| PSUs | Unvested | 6,660 | — | — | Market value $3,857,738 (assumes 200% payout) |
Exercises and Vesting Activity
| Year | Options Exercised (Shares) | Value Realized on Exercise ($) | Shares Vested (Stock Awards) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| 2024 | 37,500 | 2,523,249 | 16,750 | 2,562,415 |
| 2023 | — | — | 1,250 | 359,475 |
Hedging/Pledging Policy
- MicroStrategy’s insider trading policy prohibits directors, officers, and employees from engaging in hedging transactions that offset decreases in Company stock value; pledging was not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | May 9, 2022 . |
| Standing Agreements | Executives generally do not have standing employment/severance/change‑of‑control agreements . |
| Offer Letter Economics | One‑time reporting bonus $100,000; severance if terminated without cause equals 12 months base salary plus up to annual bonus potential prorated, subject to a release . |
| Change‑of‑Control (Options) | Full vesting upon change‑of‑control if terminated without cause or resigns for good reason within 12 months, or if awards not assumed/substituted . |
| Change‑of‑Control (PSUs) | Performance measured pre‑closing; PSUs convert to time‑vested RSUs for remainder of period; acceleration on qualifying termination . |
| Illustrative CIC Option Benefits (Dec 31, 2024) | $20,240,700 (75,000 @ $19.744); $9,724,846 (37,120 @ $27.636); $1,238,549 (9,550 @ $159.929), using $289.62 close price . |
| Ownership Guidelines | Narrative addresses Executive Chairman given his stake; no specific quantitative ownership guideline disclosed for CFO . |
| Hedging | Hedging prohibited under insider trading policy . |
| Clawbacks | Not disclosed in the reviewed sections. |
Compensation Structure Analysis
- Cash/equity mix emphasizes at‑risk pay through options/PSUs/RSUs, with PSUs linked to relative TSR and a diversified 40/40/20 mix initiated in 2023 and continued in 2024 (with extra RSUs for bitcoin contributors), indicating alignment with stock performance and strategic priorities .
- Annual bonus determinations are subjective and weighted equally between software and bitcoin strategy objectives for 2024, leading to a 110% payout on a $500,000 target, reflecting emphasis on bitcoin capital markets execution and operational cost/accounting improvements in the software business .
- Use of independent consultant WTW and targeting upper‑quartile equity value relative to the peer group signals competitive positioning; CEO has authority for non‑CEO executive comp in a controlled company structure, with Committee oversight on equity grants .
Performance & Track Record
- 2024 bonus narrative credits Kang with leading financial, accounting, tax, and treasury activities, implementing the bitcoin strategy and capital markets transactions, and driving transformation in cost/accounting/operations in the software business .
- 2022 bonus determinations emphasized contributions to bitcoin acquisition strategy and structuring/executing “at‑the‑market” equity offerings; company performance percentage set to 100%, with individual achievement percentage at 100% for Kang (prorated payout) .
- Realized compensation signals execution: options exercised in 2024 with $2.523 million value and stock vesting of $2.562 million, aligned with market appreciation and vesting schedules .
Compensation Committee, Peer Benchmarking, and Say‑on‑Pay
- Committee broadened LTI design in 2023 to include PSUs and diversified equity mix based on WTW’s assessment; in 2024 continued upper‑quartile targeting and added RSUs tied to bitcoin strategy contributions .
- CEO determines non‑CEO executive compensation in consultation with the Compensation Committee; Committee retains authority for equity grants .
- The Committee considered stockholder support for say‑on‑pay proposals at May 24, 2023 and May 27, 2020 annual meetings when shaping compensation programs; specific vote percentages were not disclosed in the reviewed sections .
Multi‑Year Compensation Summary (Total Pay Mix)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 413,333 | 640,000 | 640,000 |
| Bonus ($) | 424,658 | 425,000 | 550,000 |
| Stock Awards ($) | 987,200 | 2,126,570 | 5,451,954 |
| Option Awards ($) | 1,921,500 | 920,217 | 1,064,271 |
| All Other Compensation ($) | 5,080 | 46,067 | 112,138 |
| Total ($) | 3,751,771 | 4,157,854 | 7,818,363 |
Vesting Schedules and Insider Selling Pressure
- Standard vesting: options and RSUs vest 25% on the first anniversary and 25% annually thereafter; options have 10‑year terms and double‑trigger CIC acceleration; RSUs have CIC acceleration under specified conditions .
- PSU program: 3‑year relative TSR measurement with 0–200% payout and CIC conversion to RSUs with acceleration on qualifying termination .
- 2024 realized values (option exercises and vesting) suggest potential selling pressure windows aligned to vest dates and exercised options; specific sale data not disclosed, but realized value metrics are provided .
Equity Ownership & Alignment Red Flags
- Hedging prohibited under Company policy; pledging of Company stock was not disclosed in reviewed materials .
- Additional RSUs in 2024 for bitcoin contributors increase guaranteed time‑vested equity exposure, which can modestly reduce performance sensitivity relative to options/PSUs; Committee rationale tied to strategy importance .
Employment Economics: Severance and Change‑of‑Control
| Provision | Terms |
|---|---|
| Severance (without cause) | 12 months base salary + up to annual bonus potential prorated; contingent on release . |
| CIC – Options | Full vesting upon CIC if terminated without cause or resigns for good reason within 12 months, or if awards are not assumed/substituted . |
| CIC – PSUs | Performance measured pre‑closing; converts to RSUs; acceleration upon qualifying termination . |
| Illustrative CIC Option Acceleration (12/31/2024) | $20,240,700 (May 2022 grant), $9,724,846 (June 2023 grant), $1,238,549 (March 2024 grant), based on $289.62 closing price . |
Investment Implications
- Strong alignment via PSU design tied to relative TSR and substantial option exposure, with 2024 realized values indicating execution in capital markets and treasury functions; bonus outcomes explicitly rewarded bitcoin strategy implementation and operational improvements in the software business .
- Additional 2024 RSUs for bitcoin strategy contributors modestly shift mix toward time‑vested equity, potentially reducing near‑term performance sensitivity but reinforcing retention for key strategy executors .
- Double‑trigger CIC protections for options and PSU conversion mechanics provide balanced retention and alignment; severance terms (12 months salary plus prorated bonus) are moderate versus typical market multiples, limiting windfall risk while offering baseline protection .
- Beneficial ownership is <1% with meaningful unvested PSUs and RSUs and options outstanding; hedging prohibitions support alignment, while absence of disclosed pledging lowers governance risk .