Stephen Graham
Independent Director at MSTR
Board
About Stephen X. Graham
Independent director of MicroStrategy Incorporated d/b/a Strategy since 2014; age 72. Currently Audit Committee Chair and member of the Investments Committee, designated by the Board as an “audit committee financial expert.” Career spans merchant banking (CrossHill Financial Group, founded 1988) and public company directorships; MBA from University of Chicago Booth and B.S.B.A. from Georgetown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CrossHill Financial Group, Inc. | President (founder) | 1988–present | Merchant bank/advisory leadership |
| CrossHill Georgetown Capital, L.P. | General Partner | 2000–Dec 2023 | Private fund stewardship |
| CrossHill Debt II, L.P. | General Partner | 2004–Dec 2023 | Private fund stewardship |
| CrossHill Georgetown Management, LLC | Manager | 2000–present | Fund management oversight |
| Meteor Affinity, Inc. | Chairman (2009–Dec 2022); CEO (2014–Dec 2022) | 2009–Dec 2022 | Led portfolio company; dissolved Dec 15, 2022 |
| TNS, Inc. (NYSE) | Director; Audit Committee Chair (2003–2013); Board Chair (2012–2013) | 2003–2013 | Audit leadership and board chairmanship |
| Speedus Corp. | Director | 2009–2011 | Board service |
| Credit Management Solutions, Inc. (Nasdaq) | Director | 1995–2001 | Board service |
| Kidder, Peabody & Co.; Merrill Lynch & Co.; Arthur Young & Co. | Various positions | Prior to CrossHill | Finance/accounting background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CrossHill Financial Group, Inc. | President | 1988–present | Private merchant bank founder/operator |
| CrossHill Georgetown Capital, L.P. | General Partner | 2000–Dec 2023 | Wind-down completed in 2023 |
| CrossHill Debt II, L.P. | General Partner | 2004–Dec 2023 | Wind-down completed in 2023 |
| CrossHill Georgetown Management, LLC | Manager | 2000–present | Ongoing management activities |
Board Governance
- Committee assignments:
- Audit Committee: Chair; members currently Graham (Chair), Patten, Winiarski, Dietze; met 5 times in 2024; all members attended all meetings .
- Investments Committee: Member; committee delegated authority over bitcoin treasury; acted by unanimous written consent eight times in 2024 .
- Independence: Board determined all non-employee directors (including Graham) are independent under Nasdaq rules; independent directors constitute a majority of the Board and meet in executive sessions without management .
- Attendance:
- Board met 14 times in 2024; all directors attended all Board meetings .
- All directors attended the 2024 Annual Meeting .
- Leadership/structure: No lead independent director; CEO and Executive Chairman roles are separated; Audit Committee coordinates oversight of data privacy and cybersecurity risks .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Graham) |
|---|---|---|
| Annual Director Retainer | $100,000 (paid $25k per quarter); paid in bitcoin | Included in Fees in Bitcoin |
| Audit Committee Chair Fee | $15,000 per quarter (Chair); paid in bitcoin | Included in Fees in Bitcoin |
| Other Committee Fees | Compensation Committee: $5,000/quarter ($7,500 Chair); Nominating Committee: no fees | N/A for Graham in 2024 |
| 2024 Fees Earned | Total fees paid in bitcoin | $210,000 |
| All Other Compensation | Tax gross-ups on imputed benefits | $7,600 |
Notes:
- Directors’ fees are paid in bitcoin; converted at payment by processor and deposited to the director’s wallet .
- Company authorizes certain perquisites (event tickets, aircraft ride-alongs, medical benefits) with tax gross-ups on imputed income; All Other Compensation column for directors reflects these gross-ups .
Performance Compensation
| Grant Type | Grant Date | Quantity | Vesting | Fair Value |
|---|---|---|---|---|
| RSUs | May 31, 2024 | 980 | 100% vest on first anniversary; change-in-control acceleration under specified conditions | Included in $299,400 equity awards |
| Stock Options | May 31, 2024 | 1,390 | 100% vest on first anniversary; 10-year term; change-in-control acceleration under specified conditions | Included in $299,400 equity awards |
Performance metrics tied to director compensation: None disclosed; director equity grants are time-based (no PSU/performance metrics for directors) .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Interlock/Conflict Notes |
|---|---|---|---|
| TNS, Inc. | Prior | Director; Audit Chair; Board Chair | No current interlock disclosed |
| Speedus Corp. | Prior | Director | None disclosed |
| Credit Management Solutions, Inc. | Prior | Director | None disclosed |
| Galaxy Digital, Core Scientific, Hut 8, etc. | N/A for Graham | — | These are roles of other MSTR directors; Graham not listed as serving on them |
No related-party transactions disclosed for Graham in 2024–2025; Board’s related person transactions policy requires Audit Committee review and approval for transactions over $120,000 with related persons .
Expertise & Qualifications
- Audit expertise: Designated audit committee financial expert; extensive audit chair experience at TNS, Inc. .
- Capital markets, finance, and governance: Decades in merchant banking and public board roles; prior roles at major financial and accounting firms (Kidder, Merrill Lynch, Arthur Young) .
- Education: B.S.B.A. Georgetown University; MBA University of Chicago Booth .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Class A shares (direct) | 6,970 | Directly held |
| Options exercisable within 60 days | 246,500 | Included in beneficial ownership |
| RSUs vesting within 60 days | 980 | Included in beneficial ownership |
| Beneficial ownership (Class A, computed per proxy) | 254,450 | Less than 1.0% of class; total voting power less than 1% |
| Outstanding options (as of 12/31/2024) | 259,000 | Ten-year term; change-in-control vesting provisions |
| Unvested RSUs (as of 12/31/2024) | 980 | One-year vest |
| Pledging/Hedging | Hedging prohibited by insider trading policy | Company policy prohibits hedging; no pledging disclosed |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities | Price | Post-Txn Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-06-03 | 2025-05-31 | M (Exempt) – RSU vest | 980 Class A | $0.00 | 7,950 | https://www.sec.gov/Archives/edgar/data/1050446/000095017025081275/0000950170-25-081275-index.htm |
| 2025-06-03 | 2025-05-31 | A – Director Stock Option grant | 545 options | $369.06 | 545 options | https://www.sec.gov/Archives/edgar/data/1050446/000095017025081275/0000950170-25-081275-index.htm |
Data from SEC Form 4; shows routine annual director equity awards and RSU vesting in 2025.
Governance Assessment
- Strengths:
- Audit chair with deep audit and finance background; designated financial expert, which enhances oversight of financial reporting, controls, and cybersecurity/data privacy risks assigned to Audit Committee .
- Strong attendance: 100% Board and Audit Committee attendance in 2024; signals engagement .
- Independence affirmed; majority-independent Board; regular executive sessions of independent directors .
- Alignment and incentives:
- Director pay mix includes time-based equity grants and fees paid in bitcoin, creating exposure/alignment to firm’s bitcoin strategy, though equity grants are not performance-based (no PSU metrics for directors) .
- Personal beneficial ownership is modest (<1% of Class A), with significant option holdings; alignment aided by annual equity grants .
- Potential red flags / watch items:
- D&O insurance history involved indemnification arrangements funded personally by Executive Chairman Michael Saylor (including tail coverage extensions); Board concluded no impairment to independence, but reliance on an insider for coverage can be perceived as a governance risk. Commercial D&O policies were re-established (June 2022 and renewed June 2023), with Saylor tail coverage for excluded claims extended in 2024 .
- Tax gross-ups provided to directors and executives for imputed perquisites (aircraft, events, etc.); generally viewed as shareholder-unfriendly features; Graham received $7,600 of gross-ups in 2024 .
- Director fees paid in bitcoin may add volatility to compensation and perceived alignment with crypto risk; investors should assess whether this influences oversight objectivity of the bitcoin treasury strategy .
- Related-party transactions: None reported involving Graham; company maintains pre-approval processes via Audit Committee and disclosures of related person transactions .