Bakkt Holdings Inc
For the period ended Apr 25, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2025 · Filed Apr 28, 2025
BKKT$4.30+3.1%Stored close · as of Nov 6, 2026
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the “compensation actually paid” (as defined in Item 402(v) of Regulation S-K) to the Principal Executive Officer or “PEO” and to the Non-PEO NEOs (on an average basis) for 2024 and 2023. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals. Andrew Main did not have compensation reported in the Company’s fiscal year 2023 Summary Compensation Table.
| Year | Summary Compensation Table Total for PEO Andrew Main($)(1) | Compensation Actually Paid to PEO Andrew Main($)(2) | Summary Compensation Table Total for PEO Gavin Michael($)(1) | Compensation Actually Paid to PEO Gavin Michael($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs($)(3) | Average Compensation Actually Paid to Non-PEO NEOs($)(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return($)(5) | Net Income/(Loss) (million)($)(6) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 7,341,350 | 12,908,963 | 3,852,381 | (5,021,846) | 1,123,841 | 1,332,676 | 83 | 103.4 |
| 2023 | — | — | 1,476,142 | 10,516,473 | 938,923 | 1,912,409 | 187 | 225.8 |
Alpharetta, GA | New York, NY | Belfast, United Kingdom www.bakkt.com 65
| (1) | Mr. Michael was our PEO for the 2023 and 2024 fiscal years until his resignation effective March 25, 2024. Mr. Main was appointed as our PEO effective March 25, 2024. This column represents the amount of total compensation reported for our PEO for each corresponding year (a “Subject Year”) in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this proxy statement |
| (2) | This column represents the amount of “compensation actually paid” to our PEO as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the amounts disclosed for compensation actually paid reflect the adjustments listed in the table below made to the total compensation amounts reported in the Summary Compensation Table for our PEO by subtracting the value of equity awards reported in the Summary Compensation Table for the applicable Subject Year and adding (or subtracting, as applicable) the following for the applicable Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. |
The amounts added or subtracted to determine the adjusted amount for Andrew Main:
| Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value |
|---|---|---|---|---|---|---|---|---|
| 2024 | $6,709,357 | $12,451,607 | $— | $— | $(174,637) | $— | $— | $5,567,613 |
| 2023 | $— | $— | $— | $— | $— | $— | $— | $— |
The amounts added or subtracted to determine the adjusted amount for our Gavin Michael:
| Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value |
|---|---|---|---|---|---|---|---|---|
| 2024 | $2,415,051 | $2,891,774 | $749,237 | $— | $(6,904,151) | $3,196,036 | $— | $(8,874,227) |
| 2023 | $698,035 | $9,214,750 | $— | $4,297,462 | $(3,531,235) | $242,611 | $— | $9,040,331 |
Alpharetta, GA | New York, NY | Belfast, United Kingdom www.bakkt.com 66
| (3) | For the 2024 fiscal year, our Non-PEO NEOs were: Karen Alexander, Chief Financial Officer, and Nicholas Baes, Chief Operating Officer. For the 2023 fiscal year, our Non-PEO NEOs were: Karen Alexander, Chief Financial Officer, and Marc D’Annunzio, General Counsel and Secretary. This column represents the average of the amounts of total compensation reported for each Non-PEO NEO as a group for each Subject Year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this proxy statement. |
| (4) | This column represents the average of the amounts of “compensation actually paid” to our Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the amounts disclosed for compensation actually paid reflect the adjustments listed in the table below, using the same adjustment methodology described above in Note 2: |
| Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value |
|---|---|---|---|---|---|---|---|---|
| 2024 | $558,824 | $1,245,758 | $— | $(213,994) | $(231,491) | $32,614 | $— | $208,835 |
| 2023 | $352,129 | $1,163,168 | $— | $542,464 | $(360,813) | $19,204 | $— | $973,486 |
| (5) | Calculated based upon the closing price of a share of the Company’s common stock on the last day of its 2022, 2023, and 2024 fiscal years, which prices were $29.75, $55.75 and $24.77, respectively. |
| (6) | The dollar amounts reported represent the amount of net loss reflected in our audited consolidated financial statements included in the Annual Report for the applicable year. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.