Brian Brooks
Independent Director at MSTR
Board
About Brian P. Brooks
Brian P. Brooks (age 55) joined MicroStrategy’s Board on December 20, 2024 as an independent director. He is Chairman and Chief Executive Officer of Meridian Capital Group (since April 2024), and formerly served as Acting Comptroller of the Currency, CEO of Bitfury and Binance US (short tenure), and Chief Legal Officer of Coinbase. He holds an A.B. in Government from Harvard University and a J.D. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meridian Capital Group | Chairman & CEO | Apr 2024 – Present | Leads one of the largest U.S. commercial real estate finance and advisory firms . |
| O’Melveny & Myers LLP | Partner | Sep 2023 – Apr 2024; Feb 2003 – May 2011 | Senior legal practice leadership . |
| Valor Capital Group | Partner | Jan 2021 – Sep 2023 | Cross-border investment focus (US–Brazil) . |
| Bitfury Group | Chief Executive Officer | Oct 2021 – Dec 2022 | Led bitcoin mining/security technology company . |
| Binance (US) | Chief Executive Officer | May 2021 – Aug 2021 | Led digital asset exchange (short tenure) . |
| Office of the Comptroller of the Currency | Acting Comptroller of the Currency | Apr 2020 – Jan 2021 | Oversaw federal banking system; FDIC Director; member of FSOC and FFIEC . |
| Office of the Comptroller of the Currency | Senior Deputy Comptroller & COO | Pre-2020 | Supervised policy, supervision, risk and innovation . |
| Coinbase Global, Inc. | Chief Legal Officer | Sep 2018 – Mar 2020 | Led legal, compliance, audit, investigations, government relations . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Meridian Capital Group | Chairman & CEO | Private (disclosed as leading CRE advisor) | Current operating role alongside MSTR directorship . |
| U.S. Federal Agencies (OCC/FDIC/FSOC/FFIEC) | Acting Comptroller; Director/Member | Public sector | Significant regulatory leadership across banking system . |
Board Governance
- Independence: The Board determined all non-employee directors, including Mr. Brooks, are independent under Nasdaq rules .
- Committee assignments: None as of the 2025 proxy; he is not listed on Audit, Compensation, Nominating, or Investments Committees .
- Tenure and attendance: Appointed Dec 20, 2024; during 2024 the Board met 14 times and all then‑current members attended all meetings (Brooks joined at year-end; no attendance issues disclosed) .
- Board structure: Separate Chair (Executive Chairman) and CEO; no lead independent director; independent directors meet in executive session regularly .
- Controlled company status: MSTR ceased to be a “controlled company” on Nov 12, 2024; it established a Nominating Committee (sole member: independent director Carl Rickertsen) and maintains majority-independent board and committees .
Fixed Compensation (Director)
| Component | Amount | Mechanics | Notes |
|---|---|---|---|
| Annual cash retainer (Outside Directors) | $100,000 | $25,000 paid quarterly | Paid in bitcoin since April 2021; not contingent on attendance . |
| Audit Committee fee | $10,000 per quarter (members); $15,000 (Chair) | Paid if serving on last day of quarter | Not currently applicable to Brooks (no committee assignment) . |
| Compensation Committee fee | $5,000 per quarter (members); $7,500 (Chair) | Paid if serving on last day of quarter | Not currently applicable to Brooks . |
| 2024 actual fees (Brooks) | $25,000 | Q4 retainer only (joined Dec 20, 2024) | Reported as “Fees Earned or Paid in Bitcoin” for 2024 . |
| Perquisites/tax gross-ups | Not routinely paid unless >$10k | Travel/meeting events, aircraft ride-along, etc.; company provides tax gross-up on imputed income if applicable | Policy generally available to outside directors; Brooks had no “All Other Compensation” in 2024 . |
Performance Compensation (Director Equity)
| Grant | Grant date | Instruments/Counts | Vesting | Status/Notes |
|---|---|---|---|---|
| New director initial equity grant (subject to Plan amendment) | Dec 20, 2024 | Options: 3,709; RSUs: 2,745 (aggregate $2,000,000 split 50/50 at grant-date fair value) | Equal annual installments over 4 years | Plan amendment to enable automatic new director grants approved Jan 21, 2025; grants became effective upon approval . |
| Annual director equity (standard) | May 31 each year | $300,000 total (50% RSUs/50% options) | 1-year vest | Applies to non-employee directors; 2024 awards shown for continuing directors (not for Brooks due to December appointment) . |
- Option exercise price for director options equals the Nasdaq closing price on the grant date; 10-year term; change-in-control vesting protection per plan agreements .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None listed for Mr. Brooks in the 2025 proxy’s nominee biography (the section lists current and prior public boards if applicable) . |
| Prior public company boards (last 5 years) | Not disclosed for Mr. Brooks in the proxy biography . |
| Company-related transactions | No Brooks-related transactions disclosed; Board independence discussion references two transactions involving entities related to Director Gregg Winiarski (arm’s-length, not material); none for Brooks . |
Expertise & Qualifications
- Extensive legal, financial services, and digital assets background, including bitcoin/crypto technology; substantive federal regulatory experience (OCC/FDIC/FSOC/FFIEC) cited by the Board as rationale for nomination .
- Education: A.B. Government (Harvard); J.D. (University of Chicago) .
Equity Ownership
| Item | Details |
|---|---|
| Beneficial ownership (as of Apr 22, 2025) | No Class A or Class B shares reported for Brian Brooks; no preferred (Strife/Strike) holdings listed . |
| Director awards outstanding | Initial option (3,709 shares) and RSU (2,745 shares) grants awarded upon Dec 20, 2024 appointment; became effective Jan 21, 2025; vest over 4 years . |
| Hedging/pledging | Company prohibits hedging by directors/officers/employees; insider trading policy with pre-clearance for certain persons . |
Governance Assessment
- Strengths for board effectiveness: independent director with deep regulatory and crypto policy experience aligned with MSTR’s bitcoin treasury strategy; fresh appointment adds external perspective .
- Compensation alignment: retainer in bitcoin signals alignment with shareholder exposure; time-based equity for directors supports retention and alignment; initial $2,000,000 onboarding grant approved by stockholders on Jan 21, 2025 (For: 239,311,116; Against: 32,991,507; Abstain: 888,738) .
- Potential risk/optics: sizable onboarding equity grant could draw scrutiny; however, grants were made subject to stockholder approval and subsequently ratified; ongoing annual director equity fixed at $300,000 .
- Independence safeguards: Board majority independent; executive sessions held; hedging prohibited; insider trading policy enforced; no related-party dealings disclosed for Brooks .
- Context: After ceasing controlled-company status in Nov 2024, the Board formed a Nominating Committee and maintains fully independent Compensation and majority-independent Audit Committees, enhancing governance posture .
No related-party transactions, attendance issues, or conflicts specific to Brian Brooks were disclosed in the latest proxy and recent 8-Ks .