Jarrod Patten

About Jarrod M. Patten

Independent Director at MicroStrategy (MSTR), age 53, serving since November 2004. Founder, President & CEO of RRG, a global real estate consulting firm established in 1996. Committees: Audit and Compensation. Education: B.S. in Biology and B.A. in Biological Anthropology & Anatomy, Duke University. In January 2024, joined Core Scientific, Inc. (Nasdaq: CORZ) as Chairman of the Board and Audit Committee member. Qualifications cited: leadership/CEO experience; international business, finance, and corporate compliance; deep cost and operational controls expertise .

Past Roles

External Roles

Board Governance

• Independence: Board classifies all non-employee directors, including Patten, as independent under Nasdaq rules; Audit and Compensation Committee compositions comply with Exchange Act independence requirements .
• Committees and roles: Audit Committee member (Audit Committee chaired by Stephen X. Graham; designated audit committee financial expert), Compensation Committee member (chaired by Carl J. Rickertsen). 2024 activity: Audit met 5 times (all members attended); Compensation met once and acted by unanimous written consent 10 times (all members attended) .
• Board attendance: 2023—Board met 6 times; all directors other than Mr. Saylor attended all meetings; Patten attended all. 2022—Board met 9 times; all non-employee directors attended all meetings; Patten attended all .
• Executive sessions: Independent directors regularly meet in executive session without management present .
• Governance status change: Company ceased to be a “controlled company” under Nasdaq rules on Nov. 12, 2024; established a Nominating Committee in Nov. 2024 to align with Nasdaq requirements .
• Compensation consultant: Willis Towers Watson engaged; Compensation Committee determined no conflicts of interest (coverage included Board compensation review) .

Fixed Compensation

Notes:

• Director meeting fees paid in bitcoin (denominated in USD, converted at payment) since April 2021 .

Performance Compensation

Vesting and award mechanics:

• RSUs and stock options vest in equal annual installments over four years (new director grants noted as four-year vesting as well) .
• Standard non-employee director option terms (2013 plan precedent): 10-year term; 25% vesting annually over four years; change-in-control full vesting under specified conditions .

Other Directorships & Interlocks

Expertise & Qualifications

• CEO/operating leadership; international business and finance; corporate compliance; deep cost/operational controls experience (supports audit and compensation oversight) .
• Education: Duke University, B.S. Biology; B.A. Biological Anthropology & Anatomy .

Equity Ownership

Note: The 2024 option count reflects plan and share adjustments disclosed by the company; values are as reported in the proxy .

Governance Assessment

• Strengths
  • Long-tenured independent director with consistent attendance at Board and Audit/Compensation Committee meetings, supporting continuity and oversight effectiveness .
  • Audit and Compensation Committee membership with the Audit Committee chaired by a designated financial expert, reinforcing financial reporting and pay oversight .
  • Post-2024 cessation of “controlled company” status; addition of a Nominating Committee and majority-independent board strengthen governance structure .
  • Use of independent compensation consultant (WTW) with no reported conflicts to calibrate compensation for executives and directors .
• Watch items / RED FLAGS
  • Director fees paid in bitcoin could introduce personal portfolio volatility and perception of alignment with a specific asset exposure rather than stable cash; unusual versus peers .
  • Company practice of tax gross-ups for directors on imputed income (e.g., company aircraft ride-along and certain benefits) is generally viewed as shareholder-unfriendly .
  • Options include accelerated vesting upon change-in-control under specified conditions; while common, investors may scrutinize parachute-like features for directors .
  • Historical D&O insurance gap covered personally by Executive Chairman Michael Saylor (2021–2023 period) may raise independence optics, though the Board concluded it did not impair independence given contractual structure and purpose as ordinary-course replacement .
  • High reliance on unanimous written consents by the Compensation Committee (10 consents in 2024) merits continued monitoring of process rigor, although all members attended the single meeting and independence requirements are met .

Director Compensation (Detail)

Compensation structure evolution:

• Pre-2023: annual option-only awards (e.g., 5,000 options historically under 2013 plan) .
• 2023 onward: mix shifted to both RSUs and options under 2023 Equity Plan (e.g., 497 RSUs/761 options in 2023; 980 RSUs/1,390 options in 2024), with four-year time-based vesting .

Committee Assignments (Current/Recent)

Attendance Summary

Equity Ownership Detail

Governance Notes

• Directors’ fees paid in bitcoin rather than cash since April 2021 .
• Company states independent directors form a majority; independent-only Compensation Committee; post-cessation of controlled status, a Nominating Committee added (Nov 2024) .
• Audit Committee recommends KPMG as independent auditor; fees increased from $3.19M (2023) to $4.59M (2024) .