Bakkt Holdings, Inc. declared on March 18, 2024, that Andrew Main has been named President and Chief Executive Officer of the company by the Board of Directors, with effect from March 26, 2024. Gavin Michael, the company’s current president and chief executive officer, will step down and serve as an advisor to the business for a year before being replaced by Mr. Main.
With effect from March 26, 2024, Mr. Main will retire from his membership in the Compensation Committee of the Board in connection with his appointment as the company’s president and chief executive officer. Mr. Main will remain on the Board of Directors.
From 2020 until 2022, Mr. Main, who is 59 years old, held the position of Chief Executive Officer at Ogilvy, a public relations, marketing, and advertising firm. Before joining Ogilvy, Mr. Main supervised the purchase of several creative companies to expand the brand as the Global Head of Deloitte Digital, the digital consulting division of Deloitte, from June 2014 to July 2020. With over thirty years of expertise in marketing agencies and consulting, Mr. Main has a wealth of knowledge helping firms modernize and quickly launch new concepts. Mr. Main graduated with a Master of Arts in Business, Marketing, and Geography from the University of Edinburgh.
An employment agreement between Mr. Main and the Company, which will take effect on March 26, 2024, shall regulate the terms and conditions of Mr. Main’s appointment. The Employment Agreement states that Mr. Main will receive a base salary of $500,000 annually. He is also eligible to receive an annual cash bonus under the company’s annual cash incentive compensation plan, with a target bonus amount equal to 100% of his base salary in each case. The Board or the Compensation Committee may review and increase Mr. Main’s base salary on an annual basis. For the year 2024 exclusively, Mr. Main will be credited with half of the target cash bonus on October 1, 2024; the remaining portion may be decided upon by the Compensation Committee or the Board. Furthermore, Mr. Main will also be qualified to receive $10.0 million in service-based restricted stock units (“RSUs”) upon his appointment; of these, 75% will be time-based vesting RSUs and 25% will be performance-based vesting RSUs. Subject to Mr. Main’s continuous employment with the Company, the time-based vesting RSUs will vest in equal parts on the first and third anniversaries of the award date—that is, forty percent and thirty percent, respectively. Subject to Mr. Main’s continuing employment with the Company, the performance-based vesting RSUs will vest over a three-year period depending on the achievement of relative total shareholder return measures that will be chosen by the Compensation Committee or the Board. If Mr. Main is fired by the Company without cause or by Mr. Main for a good reason (as each is defined in the Employment Agreement), then: (i) the time-based vesting RSUs will fully vest; and (ii) for performance-based RSUs, the performance will be assessed and certified based on the actual performance attained at the end of the performance period, in compliance with the terms of the grants, and all tranches of the grants will vest on the date of the performance certification. Mr. Main is expected to be entitled to severance benefits in the event that his employment is terminated by the Company without Cause or by him for Good Reason. These benefits would include (a) his base salary up to the date of his termination, (b) a lump sum equal to twice his Base Salary (as defined in the Employment Agreement), (c) reimbursement for all business expenses allowed under the Company’s expense reimbursement policy, and (d) the right to continue receiving COBRA health insurance at his own expense.
There was no agreement or understanding with regard to any other individual when Mr. Main was chosen to be the Company’s President and Chief Executive Officer. Apart from his role as a continuing director of the company, Mr. Main has no family ties to any of the company’s directors or executive officers, and there are no transactions between the company and Mr. Main that would need to be reported under Item 404(a) of Regulation S-K. Mr. Main’s entitlement to further compensation for his Board service will cease to exist.
The Employment Agreement’s full content is referred to in the preceding text, which is not a comprehensive explanation of the agreement. A copy of the agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
