Peter Briger

About Peter L. Briger, Jr.

Peter L. Briger, Jr. (age 61) joined MicroStrategy’s Board on July 1, 2025; at appointment he was not named to any Board committee . He is Chairman of Fortress Investment Group, previously Co-CEO and Co-Chief Investments Officer until 2024; he spent 15 years at Goldman Sachs (partner in 1996), and holds a B.A. from Princeton and an MBA from Wharton . His initial SEC Form 3 reported no beneficial ownership at appointment; equity awards were granted per the company’s plan upon election .

Past Roles

Organization	Role	Tenure	Committees/Impact
Fortress Investment Group	Chairman; previously Co-CEO and Co-Chief Investments Officer	With Fortress since 2002; Co-CEO/Co-CIO until 2024	Leads global investment management; distressed/credit expertise
Goldman Sachs	Partner; various roles	15 years; became partner in 1996	Senior leadership in investment banking/credit activities

External Roles

Organization	Role	Tenure	Notes
Princeton University	Board/advisory capacity	Not disclosed	Higher-education governance
UCSF Foundation	Board/advisory capacity	Not disclosed	Academic medical center philanthropy
Tipping Point	Board/advisory capacity	Not disclosed	Non-profit service
Guild Theatre (Menlo Park)	Board/advisory capacity	Not disclosed	Arts/community engagement
Council on Foreign Relations	Member	Not disclosed	Policy network
Stanford Graduate School of Business	Lecturer	Not disclosed	Academic role in finance/markets

Board Governance

Appointment and committees: Elected July 1, 2025; not assigned to any Board committee at that time .
Independence: The company states all non-employee directors are independent under Nasdaq rules; audit/compensation committee independence meets SEC standards .
Nominating process: In Nov 2024, a Nominating Committee was established (currently sole member Carl Rickertsen) and oversees director nominations; Briger’s election followed its recommendation .
Attendance baseline: In 2024, the Board met 14 times; all then-current members attended all meetings (preceded Briger’s tenure) .
D&O insurance context: Company procured commercial D&O policies in 2023; Mr. Saylor provides tail coverage for excluded claims via a 2023 Tail Agreement; the Board concluded these arrangements do not impair non-employee director independence .
Related party oversight: Audit Committee reviews, approves, or ratifies related person transactions above $120,000 under a formal policy .

Fixed Compensation

Component	Amount/Terms	Vesting/Payment	Source
Annual Board retainer	$100,000 per year (paid quarterly)	Paid in bitcoin; converted at payment time	Director compensation policy
Audit Committee fee	$10,000 per quarter; $15,000 for Chair	Eligibility requires service through quarter-end	Director compensation policy
Compensation Committee fee	$5,000 per quarter; $7,500 for Chair	Eligibility requires service through quarter-end	Director compensation policy
Nominating Committee fee	No fees for service	—	Director compensation policy
Annual equity grant (incumbent NEDs)	$300,000 aggregate (RSUs $150k; options $150k)	One-year vest (first anniversary)	2023 Equity Plan
Initial new director grant (Briger)	$2,000,000 aggregate (RSUs $1,000,000; options $1,000,000)	Vests in equal annual installments over four years	2023 Equity Plan (amended)

Performance Compensation

Non-employee director equity awards vest based on time; no performance metrics (PSUs/TSR) are used for directors’ grants per the director compensation description; newly appointed directors receive RSUs and options with time-based vesting .

Other Directorships & Interlocks

Company/Entity	Role	Potential Interlock/Conflict Note
Fortress Investment Group	Chairman	As Chairman of a large investment manager, potential counterparties or investments could overlap with Strategy’s capital markets activities; any transaction involving a related person would be subject to the company’s related-party policy and Audit Committee review .
Non-profit/academic boards (Princeton, UCSF Foundation, Tipping Point, Guild Theatre)	Board/advisory	Non-commercial roles; no conflicts disclosed .

Expertise & Qualifications

Distressed assets and credit markets expertise from senior roles at Fortress and Goldman Sachs; deep capital markets experience (partner at Goldman in 1996; Chairman at Fortress) .
Governance and policy networks via CFR membership and multiple board/advisory roles; academic engagement as Lecturer at Stanford GSB .

Equity Ownership

Category	Detail	Source
Beneficial ownership at appointment	SEC Form 3 filed 07/03/2025 reported “No securities are beneficially owned.”
Initial director equity awards	RSUs with grant-date fair value $1,000,000; options with grant-date fair value $1,000,000; equal annual vest over four years
Hedging/pledging	Company policy prohibits hedging/offsetting transactions by directors, officers, and employees
Ownership guidelines	Director-specific ownership guidelines not disclosed; equity awards and bitcoin-paid fees align director value with shareholder and company strategy

Governance Assessment

Positives: Significant capital markets and credit experience that can enhance oversight of Strategy’s financing and Bitcoin treasury execution; network breadth via CFR and academic roles; initial equity grant with multi-year vesting supports alignment and retention .
Compensation structure and alignment: Board fees paid in bitcoin since April 2021, and time-based equity grants for directors; this ties director value to the company’s Bitcoin-centric strategy and stock performance .
Independence and controls: Board asserts independence for non-employee directors and operates robust related-party transaction review procedures; D&O coverage structure (commercial policies and Saylor-provided tail for excluded claims) deemed not to impair independence by the Board .
Monitoring points (potential conflicts): As Fortress Chairman, Briger’s external affiliations could create counterparty overlaps; any such transactions would need Audit Committee review under the related-party policy; no related transactions involving Briger are disclosed at appointment .