Ming Shao
About Ming Shao
W. Ming Shao, 56, is Executive Vice President, General Counsel & Secretary at MicroStrategy d/b/a Strategy; he has served in senior legal roles since joining the company in February 2000 and has held his current title since December 2014. He previously practiced law at Hogan & Hartson L.L.P. (now Hogan Lovells US LLP) and holds an A.B. in Government from Cornell University and a J.D. from Harvard Law School . In 2024, Strategy raised $21.89B across equity and debt financings, acquired over 258,320 bitcoins, and saw market capitalization rise 340%, while since adopting its bitcoin strategy in August 2020, Strategy’s stock increased by 2,232%—context for the firm performance backdrop to which Shao’s compensation and incentives are aligned .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strategy (MicroStrategy) | Executive Vice President, General Counsel & Secretary | 2014–present | Leads corporate governance, securities, contracts and legal risk management; supports bitcoin strategy and capital markets transactions . |
| Strategy (MicroStrategy) | Senior Vice President & Deputy/General Counsel | 2000–2014 | Senior legal leadership across commercial contracting and governance . |
| Hogan & Hartson L.L.P. | Lawyer | pre-2000 | Corporate/legal practice foundation . |
External Roles
No current external public company directorships or committee roles disclosed for Shao in the proxy’s executive officer profile .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary ($) | 640,000 | 640,000 | 700,000 |
| Target Annual Cash Bonus ($) | 425,000 | 500,000 | Not disclosed |
| Actual Annual Cash Bonus ($) | 425,000 | 550,000 (110% of target) | Not disclosed |
Summary Compensation (reported):
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 640,000 | 640,000 | 640,000 |
| Bonus | 550,000 | 425,000 | 550,000 |
| Stock Awards (RSUs/PSUs grant-date FV) | 6,983,800 | 1,913,802 | 4,422,290 |
| Option Awards (grant-date FV) | — | — | 638,563 |
| All Other Compensation | 36,487 | 52,344 | 17,660 |
| Total | 8,210,287 | 3,031,146 | 6,268,513 |
All Other Compensation (2024 breakdown): Supplemental disability insurance $12,465; 401(k) match $5,000; life insurance $195 .
Performance Compensation
2024 Annual Cash Bonus – Design and Outcome
| Metric | Weighting (%) | Target | Actual | Payout (% of Target) | Vesting |
|---|---|---|---|---|---|
| Software business objectives (e.g., cloud migration, AI product sales, new customer sales, partner sales, internal velocity) | 50 | Subjective | 70% achievement | 70 | Cash paid Q1 2025 |
| Bitcoin strategy execution (capital markets, treasury transactions) | 50 | Subjective | 150% achievement | 150 | Cash paid Q1 2025 |
| Overall bonus outcome | — | — | — | 110 | Cash paid ($550,000) |
2024 Equity Grants (March 21, 2024; split-adjusted)
| Award Type | Units | Grant-Date Fair Value ($) | Exercise Price ($/sh) | Vesting Schedule |
|---|---|---|---|---|
| Stock Options | 5,730 | 638,563 | 159.929 | 25% on 1st anniversary; then annually; 10-year term; CIC double-trigger acceleration or if awards not assumed |
| RSUs | 19,970 | 3,193,782 | — | 25% on each anniversary over 4 years; CIC double-trigger acceleration or if awards not assumed |
| PSUs (target) | 4,000 | 1,228,508 | — | 3-year performance (3/21/2024–3/20/2027) relative TSR vs Nasdaq Composite; payout 0–200%; converts to time-based RSU at CIC with qualifying termination acceleration |
Allocation philosophy: Committee targets approximately 40% stock options / 40% PSUs / 20% RSUs for executives, with additional RSUs in 2024 to those contributing to bitcoin strategy .
Equity Ownership & Alignment
Beneficial Ownership (as of April 22, 2025)
| Holding | Amount | Percent of Class / Notes |
|---|---|---|
| Class A Common – total beneficial ownership | 395,857 shares; includes 10,597 shares held directly, 381,430 options exercisable within 60 days, and 3,830 RSUs vesting within 60 days | <1.0% of Class A; total voting power <1% |
| Perpetual Strife Preferred Stock | 500 shares held directly | Non-voting except specified matters |
Directed share program (Perpetual Strife IPO): Purchased 500 preferred shares at $85 per share ($42,500) on March 20, 2025 .
Insider policies:
- Hedging prohibited for directors/officers/employees .
- Clawback policy effective October 2, 2023, requiring recovery of erroneously received incentive-based compensation for covered officers following restatements, subject to Nasdaq/SEC rules .
Pledging: No pledging by Shao is disclosed in beneficial ownership or policy sections; insider trading policy governs trading windows and pre-clearance .
Outstanding Equity (as of December 31, 2024; split-adjusted)
Options:
| Description | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Grant Feb 23, 2021 | 150,000 | 50,000 | 69.123 | 2/23/2031 |
| Grant Feb 17, 2022 | 100,000 | 100,000 | 40.46 | 2/17/2032 |
| Grant Nov 10, 2022 | 50,000 | 100,000 | 17.50 | 11/10/2032 |
| Grant Mar 21, 2024 | — | 5,730 | 159.929 | 3/21/2034 |
RSUs and PSUs (market value at $289.62 close on Dec 31, 2024):
| Award | Unvested Units (#) | Market Value ($) |
|---|---|---|
| RSUs (legacy grant) | 11,500 | 3,330,630 |
| RSUs (2024 grant) | 19,970 | 5,783,711 |
| PSUs (legacy target; assumes 200% payout) | 30,650 | 17,753,706 |
| PSUs (2024 target; assumes 200% payout) | 4,000 | 2,316,960 |
2024 exercises/vesting:
| Action (2024) | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 175,000 | 22,530,877 |
| Stock awards vested | 6,330 | 1,428,848 |
Employment Terms
| Term | Detail |
|---|---|
| Employment start at Strategy | February 2000 |
| Current role start | December 2014 (EVP, General Counsel & Secretary) |
| Contract term | Executives generally serve at will; no standing employment or severance agreements disclosed for Shao . |
| Severance | None disclosed for Shao (Kang has specific severance; not applicable to Shao) . |
| Change-in-control (CIC) equity | Options/RSUs: full vesting on double-trigger (termination without cause or resignation for good reason within 12 months post-CIC) or if awards not assumed/substituted; PSUs: performance measured immediately pre-CIC, convert to time RSU for remainder; acceleration on qualifying termination . |
| Non-compete/confidentiality | Option exercise rights terminate upon violation of non-compete or confidentiality provisions in applicable agreements . |
| Clawback | Company-wide clawback policy per Nasdaq Rule 5601 and SEC Rule 10D-1 effective Oct 2, 2023 . |
| Insider trading | Pre-clearance requirements; trading windows; prohibition on trading on MNPI and on hedging transactions . |
| Garden leave, post-termination consulting | Not disclosed. |
Section 16(a) note: A broker erroneously sold five shares of Shao’s Class A stock on March 3, 2020; reported on Form 5 filed February 14, 2025, adjusted for the August 7, 2024 10-for-1 split; all other 2024 filings met requirements based on company review .
Investment Implications
- Alignment: Shao’s pay mix emphasizes equity (RSUs/PSUs/options) with double-trigger CIC protection and a TSR-based PSU program, reinforcing alignment to long-term shareholder returns and Strategy’s bitcoin capital markets execution .
- Selling pressure and vesting: Significant unvested RSUs/PSUs and long-dated options with multiple tranches suggest ongoing scheduled vesting through 2027; 2024 realized value included option exercises of 175,000 shares ($22.53M) and stock vesting ($1.43M), a potential indicator of liquidity events but with continued unvested exposure .
- Retention: 3-year cliff PSUs and multi-year RSU/option vesting, plus performance-tied bonus constructs, provide retention hooks; no individual severance agreement reduces guaranteed exit economics, increasing reliance on at-risk equity .
- Governance and risk: Hedging prohibitions, company-wide clawback, and insider pre-clearance mitigate misalignment risk; no pledging disclosed; minor Section 16 event was broker error and later corrected .
- Performance levers: 2024 bonus emphasized both software KPIs and bitcoin strategy milestones equally, with above-target results (110% payout)—investors should monitor capital markets activity and software subscription growth as primary drivers of bonus outcomes and potential insider trading cadence around vest dates .