Jane Dietze
Independent Director at MSTR
Board
About Jane A. Dietze
Independent director at MicroStrategy (d/b/a Strategy) since 2024; age 59. Chief Investment Officer of Brown University since July 2018, previously Managing Director of the Brown endowment (2013–2018) and Director of Private Equity at Bowdoin College (2012–2013). Education: B.A. in Politics, Princeton University; M.A. in Economics, Johns Hopkins SAIS. Board-designated independent director with finance, investment, and digital asset expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown University | Chief Investment Officer | Jul 2018–present | Oversees endowment investment strategy |
| Brown University | Managing Director, Endowment | Dec 2013–Jun 2018 | Led endowment investment operations |
| Bowdoin College | Director of Private Equity | Apr 2012–Nov 2013 | Private equity program leadership |
| Fortress Investment Group | Managing Director | Jul 2006–Mar 2012 | Global investment firm leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Galaxy Digital | Director | Feb 2022–present | Digital asset and blockchain firm |
| Fortress Investment Group | Board Member | Apr 2019–May 2024 | Board service ended 2024 |
| BroadSoft, Inc. | Director | Feb 2016–Feb 2018 | Software/telecom sector |
| Blyth Inc. | Director | Mar 2014–Oct 2015 | Consumer goods company |
Board Governance
- Committee assignments: Audit Committee member (current composition: Graham—Chair; Patten; Winiarski; Dietze) .
- Committee chair roles: None disclosed for Dietze .
- Independence: Board determined all non-employee directors (including Dietze) are independent under Nasdaq rules and Exchange Act criteria .
- Attendance: Board met 14 times in 2024; all then-current members attended all Board meetings. Audit Committee met five times in 2024; all then-current members attended all Audit meetings (Dietze joined after 2024 audit activity window) .
- Board leadership: No lead independent director; independent directors meet regularly in executive session .
- Controlled company status: Ceased to be a “controlled company” on Nov 12, 2024; Compensation Committee now solely independent; Nominating Committee established (sole member Rickertsen) .
Fixed Compensation
| Component | Structure | Amount/Status | 2024 Actual for Dietze |
|---|---|---|---|
| Annual retainer | $100,000 per year ($25,000 per quarter), paid in bitcoin | Ongoing; not contingent on attendance | $25,000 fees earned in bitcoin (Q4 entry) |
| Audit Committee fee | $10,000 per quarter; $15,000 for Chair | Must serve on last day of quarter to be eligible | $0 (not in 2024 Audit membership) |
| Compensation Committee fee | $5,000 per quarter; $7,500 Chair | As above | Not applicable |
| Nominating Committee fee | No fees | N/A | N/A |
| Perquisites | Aircraft, tickets/suites, drivers; medical/dental/vision benefits available; tax gross-ups on imputed income | Program allows director participation; tax gross-ups paid on imputed comp | $0 other comp for Dietze in 2024 (no reported gross-ups) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| New director option | Appointed Dec 2024; effective Jan 21, 2025 (upon stockholder approval) | 3,709 options | $1,000,000 total for options (half of $2,000,000) | Equal annual installments over 4 years |
| New director RSUs | Appointed Dec 2024; effective Jan 21, 2025 | 2,745 RSUs | $1,000,000 total for RSUs (half of $2,000,000) | Equal annual installments over 4 years |
| Annual director grant | May 31 annually ($300,000 aggregate; 50% options, 50% RSUs) | Not applicable for Dietze in May 2024 (joined Dec) | $300,000 policy level for continuing non-employee directors | Vests 100% on first anniversary of grant |
Note: The December 2024 appointment grants became effective Jan 21, 2025 when stockholders approved the plan amendment; therefore, they are excluded from 2024 compensation tables but are part of Dietze’s current equity-based compensation .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Note |
|---|---|---|
| Galaxy Digital | Digital assets/blockchain | Sector adjacency to Strategy’s bitcoin strategy; no related party transactions involving Dietze disclosed |
Expertise & Qualifications
- Three decades in finance, investments, and treasury strategies; experience across software and digital asset companies .
- Academic credentials in economics and politics supporting macro, capital allocation, and governance insight .
- Audit Committee service contributes to financial oversight (accounting/reporting, controls, cybersecurity/data privacy risk coordination) .
Equity Ownership
| Measure (as of Apr 22, 2025) | Class A Shares | Class B Shares | Total Voting Power % | Notes |
|---|---|---|---|---|
| Beneficial ownership | — | — | — | No Class A or B beneficial ownership reported for Dietze |
| Vested vs. unvested shares | Not disclosed | — | — | New director awards effective Jan 21, 2025; vesting over 4 years |
| Options (exercisable/unexercisable) | Not reported in 2024 year-end table | — | — | Initial grant 3,709 options effective Jan 21, 2025 |
| Shares pledged/hedged | Not disclosed | — | — | Company prohibits hedging of Company securities |
Governance Assessment
- Independence and committee role: Dietze is an independent director now serving on the Audit Committee, supporting board effectiveness in financial oversight; Audit Committee members are independent per Nasdaq Rule 10A-3 .
- Engagement: Board held 14 meetings in 2024, all then-current directors attended; Dietze’s 2024 fees reflect Q4 onboarding; current Audit Committee composition includes Dietze .
- Ownership alignment: Significant new-director equity grant ($2,000,000 fair value, split RSUs/options) with multi-year vesting aligns incentives, though she reported no beneficial ownership as of Apr 22, 2025 due to award timing and vesting .
- Compensation mix and signals: Director fees paid in bitcoin since 2021 align with Strategy’s digital-capital positioning but introduce volatility exposure; equity grants emphasize long-term alignment .
- RED FLAGS: Programmatic tax gross-ups and perquisites (aircraft, events) for outside directors can be shareholder-unfriendly; Dietze had no “All Other Compensation” in 2024, but policy permits gross-ups on imputed compensation .
- Conflicts/related-party: No related person transactions involving Dietze disclosed; Nominating Committee used background checks prior to nomination; Board concluded D&O indemnification arrangements with Mr. Saylor do not impair independent judgment of non-employee directors .