Carl Rickertsen
Independent Director at MSTR
Board
About Carl J. Rickertsen
Independent Director at MicroStrategy (Strategy), age 65, serving since October 2002; current committee roles include Compensation Committee Chair and sole member of the Nominating Committee . He holds a B.S. from Stanford University and an MBA from Harvard Business School . The Board has determined he is independent under Nasdaq rules; he also meets compensation committee independence requirements under Exchange Act Rule 10C-1 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thayer Capital Partners | Chief Operating Officer and Partner | Jan 1998–Jan 2004 | Founding partner of three funds totaling >$1.4B; published author |
| Thayer Capital Partners | Managing Partner | Sep 1994–Jan 1998 | Private equity leadership |
| Noranda Aluminum Holding Corporation | Director; Compensation Committee | Apr 2012–Oct 2016 | Compensation oversight |
| Convera Corporation | Director; Audit Committee | Apr 2003–Jan 2010 | Audit oversight for search software co. |
| UAP Holding Corp. | Director; Compensation Committee | Mar 2004–Sep 2008 | Compensation oversight |
| Apollo Senior Floating Rate Fund Inc. | Director; Audit Committee | 2011–2023 | Closed-end investment company oversight |
| Apollo Tactical Income Fund Inc. | Director; Audit Committee | 2013–2023 | Closed-end investment company oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Pine Creek Partners LLC | Managing Partner | Jan 2004–Present | — |
| Iris Partners LLC | Managing Partner | Jan 2004–Present | — |
| Hut 8 Corp. (Nasdaq-listed digital asset mining) | Director | Dec 2021–Present | — |
| Magnera Corp. (spun from Berry Global) | Director | Oct 2024–Present | Audit; Compensation |
| Apollo Origination II (UL) Capital Trust | Trustee | Mar 2025–Present | — |
| Apollo Origination II (Levered) Capital Trust | Trustee | Mar 2025–Present | — |
| Berry Global Inc. | Director | Jan 2013–Oct 2024 | Audit; Compensation |
Board Governance
- Committees: Compensation (Chair) , Nominating (sole member) ; served on Audit Committee during 2024 (Audit Committee comprised of Graham (Chair), Patten, and Rickertsen in 2024 through Apr 27, 2025) .
- Independence: Board determined Rickertsen is independent; Compensation Committee members meet Nasdaq independence and Rule 10C-1 requirements .
- Attendance: Board met 14 times in 2024; all then-current members attended all Board meetings ; Compensation Committee met once with 10 unanimous written consents—full attendance ; Audit Committee met five times—full attendance ; Nominating Committee did not meet; acted once by unanimous written consent .
- Board leadership: No lead independent director; independent directors meet in executive sessions .
- Governance transition: Company ceased “controlled company” status in Nov 2024; established Nominating Committee (sole member Rickertsen) per Nasdaq requirements .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (paid in bitcoin) | 100,000 | $25,000 per quarter; outside directors paid in bitcoin since Apr 2021 |
| Compensation Committee Chair fees | 30,000 | $7,500 per quarter for chair |
| Audit Committee member fees | 40,000 | $10,000 per quarter for members; Audit Committee included Rickertsen during 2024 |
| Total Fees Earned or Paid in Bitcoin (reported) | 170,000 | Reported total for 2024 |
| All Other Compensation | 7,486 | Reported 2024 |
| Total (Fees + Equity + Other) | 476,886 | Equity awards aggregate grant-date fair value $299,400; total $476,886 |
Director fee structure carries committee-based fees; no fees for Nominating Committee service .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 31, 2024 | 980 RSUs | Included in $299,400 total | Vests on first anniversary of grant | None disclosed |
| Stock Options (annual director grant) | May 31, 2024 | 1,390 options | Included in $299,400 total | Vests on first anniversary of grant | None disclosed |
Annual director equity grants are time-based (50% options, 50% RSUs) valuing $300,000 per director; no director-level performance metrics disclosed for equity awards .
Other Directorships & Interlocks
| Company | Sector | Relationship to MSTR | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Hut 8 Corp. | Digital asset mining | External board | No related-party transactions with MSTR disclosed; sector adjacency to bitcoin strategy |
| Magnera Corp. | Consumer products | External board | Audit and Compensation committee roles; no MSTR transactions disclosed |
| Berry Global Inc. (prior) | Packaging/materials | Former board | No MSTR transactions disclosed |
| Apollo funds (prior) | Investment funds | Former boards | Closed-end fund trusteeships; no MSTR transactions disclosed |
Expertise & Qualifications
- Finance and capital markets experience across industries; outside director experience provides governance perspectives .
- Private equity leadership as COO/Partner and Managing Partner at Thayer; founding partner of three funds totaling >$1.4B; published author .
Equity Ownership
| As-of Date | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Total Voting Power (%) | Outstanding Options | Unvested RSUs |
|---|---|---|---|---|---|---|
| Dec 31, 2024 | — | — | — | — | 38,890 | 980 |
| Apr 22, 2025 | 27,370 | <1.0% | — | — | — | — |
Insider trading policy prohibits hedging by directors, officers, and employees; no pledging or hedging by Rickertsen disclosed, and no related-person transactions for Rickertsen disclosed in the proxy .
Governance Assessment
- Strengths: Long-tenured independent director; chairs Compensation Committee and leads Nominating Committee; perfect attendance at Board and committee meetings; independence affirmed under Nasdaq and Exchange Act standards .
- Alignment: Standard director retainer and committee fee structure; annual equity grants in options and RSUs with one-year vesting; director fees paid in bitcoin since 2021, aligning with company’s digital asset posture .
- Red flags / risk indicators: No lead independent director; Nominating Committee is single-member (Rickertsen), which may concentrate nominations oversight; director equity awards are time-based with no disclosed performance metrics; however, no related-party transactions or attendance shortfalls are disclosed for Rickertsen .
Board met 14 times in 2024 with full attendance; Compensation and Audit Committees reported full attendance; Nominating acted by written consent; independence and committee composition updated following cessation of controlled-company status .