Phong Le
About Phong Le
Phong Q. Le (age 48) is President & Chief Executive Officer of MicroStrategy (d/b/a Strategy) and has served on the board since 2022; he previously held CFO, COO, and President roles inside the company, with prior experience at XO Communications, NII Holdings, and Deloitte. He holds a B.S. in Biomedical and Chemical Engineering from Johns Hopkins and an MBA from MIT Sloan . Strategy’s stockholder value creation during 2024 included raising $21.89B in financings, acquiring 258,320 bitcoins, and a 340% increase in market capitalization, with pay-versus-performance showing the value of an initial $100 investment in MSTR at $2,029 as of 2024 (peer group at $301) . Key compensation performance measures for 2024 included revenue, current subscription billings, non-GAAP adjusted income from operations, non-GAAP operating margin, total shareholder return, and execution of bitcoin-related initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MicroStrategy (Strategy) | CEO; Director | 2022–present | Leads dual mission (software + Bitcoin treasury), capital markets strategy, and software transformation . |
| MicroStrategy (Strategy) | President & CEO | Aug 2022–present | Oversaw financing, bitcoin strategy execution, sales transformation . |
| MicroStrategy (Strategy) | President; President & CFO; SEVP COO & CFO; SEVP COO; SEVP CFO & Treasurer; SVP CFO & Treasurer | 2015–2022 | Managed finance, operations, treasury; drove equity/debt transactions and software business initiatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XO Communications | Chief Financial Officer | 2014–2015 | Financial leadership at telecom; informs capital markets and operations . |
| NII Holdings | VP FP&A; VP Strategy & Business Operations; VP Strategic Finance | 2010–2014 | Strategy, operations, and finance for a Nasdaq-listed telecom . |
| Deloitte | Consulting practice (various roles incl. Senior Manager) | 1998–2010 | Operational and strategic consulting foundation . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (as of Jan 1) |
|---|---|---|---|---|
| Base Salary ($) | 939,773 | 1,000,000 | 1,000,000 | 1,100,000 |
| Discretionary Cash Bonus Paid ($) | 770,000 | 680,000 | 880,000 | |
| Perquisites & Other ($) | 139,787 | 393,872 | 472,805 (aircraft $342,122; tax gross-ups $112,809; President’s Club $12,679; 401k match $5,000; life insurance $195) | |
| Total Compensation ($) | 20,174,360 | 8,028,255 | 15,736,147 |
Notes:
- 2024 “Stock Awards” grant-date fair value: $10,404,497 (RSUs + PSUs); Option Awards: $2,978,845 .
- Tax gross-ups are paid in cash for imputed income on certain perquisites (shareholder alignment consideration) .
Performance Compensation
| Incentive Type | Metric | Weighting/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Software operational goals (cloud migration, AI sales, new customers, channel, internal velocity) and Bitcoin strategy execution (+ revenue and non-GAAP margin) | Objectives equally weighted between software and bitcoin; attainment 70% and 150%, avg 110% | $800,000 | $880,000 (110% of target) | Cash; paid Q1 2025 |
| PSUs (2024 grant) | Relative TSR vs Nasdaq Composite | Payout 0–200% (25th=50%; 50th=100%; 75th=200%); 3-year cliff | 18,630 PSUs | Vests based on relative TSR for 3/21/2024–3/20/2027; market value at 12/31/2024 for 200% scenario: $10,791,241 | Cliff at end of performance period; converts to time RSUs on change-in-control; accelerates on qualifying termination |
| RSUs (2024 grant) | Time-based service | 25% annually over 4 years | 29,280 RSUs | Market value at 12/31/2024: $8,480,074 | 25% per year; double-trigger acceleration on change-in-control (or if not assumed) |
| Options (2024 grant) | Time-based service | 25% annually over 4 years | 26,730 options | Strike $159.929; expires 3/21/2034; grant FV $2,978,845 | 25% per year; double-trigger acceleration on change-in-control (or if not assumed) |
Additional outstanding awards (as of 12/31/2024):
- Options: multiple tranches at $15.16, $69.123, $40.46, $23.125, $159.929 with significant in-the-money value; see full schedule below .
- PSUs: prior grants totaling 95,370 (target) with market value $55,242,119 at 200% scenario; plus 18,630 (2024 grant) at $10,791,241 .
- 2024 exercises/vesting: 348,838 options exercised ($30,171,604 realized) and 14,420 shares vested from stock awards ($2,642,187) .
Equity Ownership & Alignment
| As of | Direct Class A Shares | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Preferred (Non-Voting) | Total Beneficial Class A | % of Class A | Notes |
|---|---|---|---|---|---|---|---|
| April 22, 2025 | 18,165 | 1,357,842 (includes 101,756.55 via Carrie & Phong Le 2024 Legacy Trust) | 11,920 | 6,000 Strife Preferred | 1,387,927 | * (<1%) | Options and RSUs deemed outstanding only for individual’s % calc; non-voting preferred excluded from voting power . |
Outstanding equity detail (12/31/2024; selected):
- Options (Exercisable/Unexercisable): 351,162/$15.16 (exp 11/22/2029); 300,000/100,000 at $69.123 (exp 2/23/2031); 200,000/200,000 at $40.46 (exp 2/17/2032); 300,000/300,000 at $23.125 (exp 9/13/2032); 0/26,730 at $159.929 (exp 3/21/2034) .
- RSUs Unvested: 35,760 ($10,356,811) and 29,280 ($8,480,074) market value at 12/31/2024 .
- PSUs Unvested (target): 95,370 ($55,242,119) and 18,630 ($10,791,241) market value at 12/31/2024 assuming 200% payout .
Policies:
- Hedging prohibited by insider trading policy; no pledging disclosed for executives/directors .
Stock ownership guidelines:
- Proxy discusses guidelines only in context of Executive Chairman’s large stake; no specific CEO ownership multiple disclosed .
Employment Terms
| Provision | Phong Le (CEO) | Details |
|---|---|---|
| Employment agreement | At will | Executive officers generally lack standing employment/severance agreements; Executive Chairman/CEO serve at the will of the Board . |
| Severance (without cause) | Not disclosed | CFO has defined severance; no CEO severance terms disclosed . |
| Change-in-control (CIC) equity | Double-trigger acceleration | Options/RSUs accelerate if terminated without cause or for good reason within 12 months post-CIC or if awards not assumed; PSUs measured at CIC and convert to time RSUs, then accelerate on qualifying termination . |
| CIC benefit illustration (12/31/2024 prices) | Options benefit: $22,049,700 + $49,832,000 + $79,948,500 + $3,466,640; RSUs: $18,836,885; PSUs: $66,033,360 | Based on $289.62 share price and specified tranches; PSUs reflect 200% payout factor . |
| Clawback policy | Adopted Oct 2, 2023 | Recovery of erroneously received incentive compensation within 3 fiscal years of restatement determination, for current/former officers, subject to Nasdaq/SEC rules . |
| Non-compete/solicit | Not disclosed | — |
| Insider trading | Pre-clearance and blackout periods; hedging prohibited | Company-wide policy filed with 10-K exhibit . |
Board Governance (Director)
- Service: Director since 2022; no committee assignments as of the proxy date .
- Independence: Not independent (CEO); Board majority independent; independent directors hold regular executive sessions without management .
- Board leadership: Roles separated—Michael Saylor is Executive Chairman and also Chairs the Investments Committee; company has no Lead Independent Director .
- Attendance: Board met 14 times in 2024 with unanimous consent actions; all members attended all meetings (100% attendance) .
- Committees overview: Audit (Graham Chair), Compensation (Rickertsen Chair), Investments (Saylor Chair), Nominating (Rickertsen sole member) .
Director Compensation
Employee directors (e.g., CEO) are covered under executive compensation. For context: outside directors receive $100,000 annual retainer (paid in bitcoin) plus committee fees; annual equity grants of $300,000 (options and RSUs) and new director grants of $2,000,000 effective Jan 2025 (subject to prior stockholder approval) .
Compensation Peer Group & Say-on-Pay
- Compensation consultant: Willis Towers Watson (WTW) engaged; peer group initially formed in 2022 (enterprise software comparables and a digital assets peer set used for 2025 reviews). As of June 1, 2022, Strategy’s market cap and revenue were at the 38th percentile of the peer group; 2023 CEO base salaries were in the upper quartile; bonus targets generally ≥75th percentile (CFO ~50th) .
- Say-on-pay: Compensation decisions considered stockholder support at the 2023 Annual Meeting; specific approval percentages not disclosed .
Related Party Transactions and Other Matters
- Directed share program: In the March 2025 Strife Preferred IPO, Phong Le purchased 6,000 shares ($510,000) via the directed share program .
- D&O coverage & indemnification: Historical arrangements with Executive Chairman personally providing and tailing D&O coverage; commercial coverage restored, with tail agreements extended; governance assessment concluded independence of non-employee directors not impaired by these agreements .
- Legal proceedings: DC AG tax matter involving Executive Chairman and the company settled in May 2024; no proceedings disclosed for Phong Le .
- Section 16(a): One delinquent report was noted for General Counsel’s broker error; none indicated for Phong Le .
Multi-year Compensation Detail (CEO)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 939,773 | 1,000,000 | 1,000,000 |
| Bonus | 770,000 | 680,000 | 880,000 |
| Stock Awards (RSU/PSU grant-date fair value) | 0 | 5,954,383 | 10,404,497 |
| Option Awards (grant-date fair value) | 18,324,800 | 0 | 2,978,845 |
| Perquisites & Other | 139,787 | 393,872 | 472,805 |
| Total | 20,174,360 | 8,028,255 | 15,736,147 |
Option Exercises & Vesting (2024)
| Metric | 2024 |
|---|---|
| Options exercised (shares) | 348,838 |
| Value realized on option exercise ($) | 30,171,604 |
| Shares acquired on vesting (RSUs/PSUs) | 14,420 |
| Value realized on vesting ($) | 2,642,187 |
Investment Implications
- Alignment and retention: Le’s compensation is increasingly equity-heavy (2024 RSU/PSU/options grant-date FV $13.38M), with substantial unvested PSUs and options across multiple deeply in-the-money tranches—this supports retention but creates potential insider selling pressure as sizable option blocks reach vest/maturity; 2024 realized option value was $30.2M, indicating monetization capacity .
- Performance linkage: Annual bonus design was discretionary but tied to operational software goals and bitcoin strategy, with equal weighting and above-target payout (110%)—investors should monitor execution on cloud/AI and capital markets activity given direct pay linkage .
- Change-in-control economics: Double-trigger accelerations produce large incremental value across options, RSUs, and PSUs (illustrative $110M+ at 12/31/2024)—this creates event-driven risk/reward dynamics and may influence negotiating posture in strategic transactions .
- Governance: Dual role (CEO + director) with separate Executive Chairman structure and no Lead Independent Director; however, board is majority independent with active Audit/Comp/Investments/Nominating committees and regular executive sessions—investors should weigh independence optics against strong strategic oversight of the Bitcoin treasury (Investments Committee) .
- Red flags/considerations: Presence of tax gross-ups on perquisites for the CEO, and D&O/tail indemnification arrangements with the Executive Chairman historically—monitor shareholder feedback (say-on-pay) and committee use of independent consultants (WTW) in maintaining pay-for-performance alignment .