DEF 14A

Michael J. Saylor

Chairman of the Board & Chief Executive Officer

Phong Q. Le

President & Chief Financial Officer

Timothy E. Lang

Senior Executive Vice President & Chief Technology Officer

W. Ming Shao

Senior Executive Vice President, General Counsel & Secretary

DEF 14A 1 d64521ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

MicroStrategy Incorporated

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which the transaction applies:
	(2)	Aggregate number of securities to which the transaction applies:
	(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

LOGO

LETTER FROM OUR CHAIRMAN & CEO

April 15, 2021

Dear Fellow Stockholder:

On behalf of the Board of Directors and our entire company, I invite you to attend MicroStrategy’s Annual Meeting of Stockholders on Wednesday, May 26, 2021 at 10:00 a.m., Eastern Daylight Time. In light of continued concerns related to the COVID-19 pandemic, this year’s meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2021. This means there will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person.

I could not be more enthusiastic about the future for MicroStrategy, our partner organizations, our customers, and our employees. The adversity we collectively faced due to the COVID-19 pandemic only strengthened our resolve to pursue our vision of Intelligence Everywhere and empower those we serve with the software, services, support, and education to achieve it. In addition to our long-standing corporate strategy to grow our enterprise analytics software business, we recently announced that MicroStrategy has been pursuing an additional corporate strategy—to acquire and hold bitcoin. I strongly believe we have the people and products to advance both corporate strategies to deliver greater value to our customers and improve financial results for our stockholders.

Grow our enterprise analytics software business

Earlier this year, we released MicroStrategy 2021^™, which represents the culmination of decades of innovation. It is a leading enterprise-grade analytics platform built to deliver performance, governance, and security for intelligence and productivity applications that scale without compromise. Our customers embrace our open, modern, enterprise-grade platform to increase business value and productivity across their user communities, applications, and organizations.

We were also pleased to announce the launch of a new SaaS product called Hyper.Now^™, which is designed to deliver HyperIntelligence^® to an entire organization within minutes. Organizations can sign up on our public website and immediately start building and deploying HyperIntelligence cards. We believe this is a fundamental solution for solving “the last mile” problem for data and analytics. We are also excited about the advantages of deploying our platform via the MicroStrategy Cloud^™ Environment, which enables customers to lower total cost of ownership, seamlessly upgrade to take advantage of the latest features, and maximize performance.

Finally, our open, enterprise-grade platform is particularly well-suited for technology and OEM customers that want to embed our software into theirs. Our continued focus and development in this area has led to significant growth and recognition from this market.

Acquire and hold bitcoin

In 2020, as a result of the strength of our enterprise analytics business and our ability to sell to and serve our customers virtually at a much lower cost, we began to explore better ways to deploy our excess capital. At the same time, we determined that there was a tectonic shift taking place in the financial markets and overall economy, and we took the innovative approach of adopting bitcoin as our primary treasury reserve asset. We were the first publicly-traded company to pursue this strategy and purchase bitcoin on a large scale. Economists, bankers, journalists, stockholders, customers, and prospects have taken note, and their reactions have been very positive. As of April 5, 2021, the Company holds approximately 91,579 bitcoins that were acquired at an aggregate purchase price of $2.226 billion and an average purchase price of approximately $24,311 per bitcoin.

Since this pivot in our treasury strategy, we have formalized a new strategy as an integral part of our overall business—acquiring and holding bitcoin. We believe that our bitcoin strategy is complementary to our analytics software and services business, as we believe that our bitcoin and related activities in support of the bitcoin network enhance awareness of our brand and can provide opportunities to secure new customers for our analytics offerings. We are also exploring opportunities to apply bitcoin-related technologies such as blockchain analytics into our software offerings.

In the coming year, we will continue to focus on key priorities to empower customers with cloud-based analytics, new SaaS product offerings, embedded analytics, and awareness of our bitcoin strategy. Our Board of Directors continues to play a critical role in our efforts to drive sustainable growth and create value for our stockholders by providing their assistance and guidance in establishing and implementing our two-pronged corporate strategy and through their independent oversight of our leadership, operations, and risk management. This high level of Board engagement provides a strong foundation for our success and maintaining the trust of our stockholders.

The accompanying Notice of Annual Meeting and Proxy Statement contain information about the proposals that will be presented at the Annual Meeting and on which you are asked to vote. Whether or not you plan to attend the meeting online, it is important that your shares be represented and voted at the meeting. I encourage you to read the materials carefully and vote promptly.

We thank you for your ongoing confidence in MicroStrategy, and we look forward to seeing you at the Annual Meeting.

Very truly yours,

Michael J. Saylor

Chairman of the Board & Chief Executive Officer

LOGO

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Date:

Wednesday, May 26, 2021

Time:

10:00 a.m., Eastern Daylight Time (“EDT”)

Place:

Exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2021

Record Date:

March 29, 2021. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to attend and vote at, the Annual Meeting.

A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least ten (10) days prior to the Annual Meeting. The stockholder list will also be available to stockholders of record for examination during the Annual Meeting at www.virtualshareholdermeeting.com/MSTR2021. To inspect the stockholder list before the Annual Meeting, stockholders can email our Investor Relations department at ir@microstrategy.com. You will need the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials.

Proxy Voting:

Your vote is important. Please vote your shares as soon as possible over the telephone, on the Internet, or by mail by completing, signing, dating, and returning your proxy card or voting instruction form. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option. We are requesting your vote as to the matters of business set forth below.

Matters of Business:

elect five (5) directors for the next year;

approve Amendment No. 5 to the MicroStrategy Incorporated 2013 Stock Incentive Plan to increase the number of shares of class A common stock authorized for issuance under such plan from 2,300,000 to 2,750,000;

approve the MicroStrategy Incorporated 2021 Employee Stock Purchase Plan;

ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and

transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,

W. Ming Shao

Senior Executive Vice President, General Counsel and Secretary

Tysons Corner, Virginia

April 15, 2021

TABLE OF CONTENTS


INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS			1

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 26, 2021			1

Stockholders Entitled to Vote			1

Votes Required			1

Attending the Annual Meeting			1

How to Submit Questions			2

How to Vote			2

List of Registered Stockholders			3

The Effect of Not Casting Your Vote			3

Changing Your Vote and Revoking Your Proxy			3

Costs of Solicitation			3

Householding of Proxy Materials			4

Stockholder Proposals			4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			5
EXECUTIVE OFFICERS OF THE COMPANY			7
PROPOSAL 1—ELECTION OF DIRECTORS			8
Nominees			8
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS AND ITS COMMITTEES			11

Related Person Transaction Policy and Related Person Transactions			11

Board of Directors			12

Controlled Company			12

Audit Committee			12

Compensation Committee			13

Board Leadership Structure			13

Oversight of Risk			13

Director Candidates			13

Directors’ Attendance at Annual Meeting of Stockholders			14

Communicating with the Board of Directors			14

Section 16(a) Beneficial Ownership Reporting Compliance			14

Code of Ethics			14
EXECUTIVE AND DIRECTOR COMPENSATION			15
Compensation Discussion and Analysis			15

Overview			15

General Philosophy and Compensation Objectives: Performance, Alignment, and Retention			15

Implementing Our Objectives			16

Role of the Compensation Committee and CEO			16

Determining Compensation			16

Employment and Severance Agreements			17

Equity Ownership Guidelines			17

Prohibition on Hedging Transactions			17

Elements Used to Achieve 2020 Compensation Objectives			17

Base Salary			18

Cash Bonuses			19

MicroStrategy Stock Options			20

MicroStrategy Restricted Stock Units			21

Perquisites and Other Personal Benefits			22

Change-in-control Agreement			24


MICROSTRATEGY \| 2021 Proxy Statement		i


Compensation Committee Report			24
Executive Officer Compensation			25

Summary Compensation Table			25

Grants of Plan-based Awards for 2020			27

Outstanding Equity Awards at 2020 Fiscal Year-end			27

Option Exercises in 2020			28

Potential Payments Upon Termination or Change in Control			28
Director Compensation			30
Equity Compensation Plan Information			32
CEO Pay Ratio			32
AUDIT COMMITTEE REPORT			33
PROPOSAL 2—APPROVAL OF AMENDMENT NO. 5 TO MICROSTRATEGY INCORPORATED 2013 STOCK INCENTIVE PLAN			34
Introduction			34
New Plan Benefits			35
Description of the 2013 Equity Plan			36

Amendment No. 5 to the Previously Amended 2013 Equity Plan			36

Types of Awards			36

Transferability of Awards			37

Eligibility to Receive Awards			37

Administration			37

Acceleration			37

Limitation on Repricing			37

Amendment or Termination			38
Potential Costs, Dilution, and Burn Rate			38
Equity Compensation Plan Information			39
Federal Tax Consequences			39

Incentive Stock Options			40

Non-statutory Stock Options			40

Restricted Stock			40

Restricted Stock Units			41

Stock Appreciation Rights			41

Other Stock-Based Awards			41

Tax Consequences to the Company			41

Certain Interests of Executive Officers and Directors			41
PROPOSAL 3—APPROVAL OF MICROSTRATEGY INCORPORATED 2021 EMPLOYEE STOCK PURCHASE PLAN			43
Description of the ESPP			43

General			43

Eligibility			43

Option Periods			43

Option Grant			43

Participation			44

Purchase Price			44

Exercise of Option			44

Non-transferable			44

Administration			44

Authorized Shares			44

Change in Capitalization			44

Merger; Sale of Assets			45

Amendment; Termination			45
New Plan Benefits			45
Federal Tax Consequences			45

Tax Consequences to Participants			45

Tax Consequences to the Company			46
PROPOSAL 4—RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021			47
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES			48

Fees and Services			48

Audit Committee Pre-approval Policies and Procedures			48
OTHER MATTERS			49


ii		MICROSTRATEGY \| 2021 Proxy Statement

INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS

These proxy materials are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of MicroStrategy Incorporated (the “Company,” “MicroStrategy,” “we,” or “us”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2021 on Wednesday, May 26, 2021 at 10:00 a.m., EDT, and at any adjournment thereof. This proxy statement summarizes information needed to help you cast an informed vote at the Annual Meeting with respect to the proposals set forth in this proxy statement. We first made available this proxy statement, the Notice of Annual Meeting of Stockholders, and the proxy card on or about April 15, 2021 to all stockholders entitled to vote at the Annual Meeting. We intend to mail the Notice of Internet Availability of Proxy Materials on or about April 16, 2021 to all stockholders of record entitled to vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 26, 2021

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials on the Internet instead of mailing a printed copy of our proxy materials to all of our stockholders. Accordingly, we are sending a separate Notice of Internet Availability of Proxy Materials to our stockholders of record. All stockholders of record will have the ability to access the proxy materials and our annual report for the fiscal year ended December 31, 2020 (the “Annual Report”) on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed copy of the proxy materials and Annual Report. Instructions on how to access the proxy materials and Annual Report on the Internet or request a printed copy may be found in the Notice of Internet Availability of Proxy Materials.

Stockholders Entitled to Vote

If you owned our class A common stock, par value $0.001 per share (“Class A Stock”), or our class B common stock, par value $0.001 per share (“Class B Stock” and collectively with Class A Stock, the “Common Stock”), at the close of business on March 29, 2021 (the “record date”), you are entitled to vote at the Annual Meeting. On the record date, there were an aggregate of 7,781,568 shares of our Class A Stock and 1,964,025 shares of our Class B Stock outstanding and entitled to vote. Each share of Class A Stock entitles the record holder thereof to one (1) vote on each of the matters to be voted on at the Annual Meeting, and each share of Class B Stock entitles the record holder thereof to ten (10) votes on each of the matters to be voted on at the Annual Meeting.

Votes Required

The holders of shares of Common Stock representing a majority of the votes entitled to be cast at the Annual Meeting shall constitute a quorum for the transaction of business at the Annual Meeting. Shares of Common Stock represented in person or by proxy, including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval, will be counted for purposes of determining whether a quorum is present at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of Common Stock represented in person at the meeting.

The affirmative vote of a plurality of the votes cast by the holders of Common Stock voting on the matter is required for the election of directors (Proposal 1). The affirmative vote of a majority of the votes cast by the holders of Common Stock voting on the matter is required for (i) the approval of Amendment No. 5 to the MicroStrategy Incorporated 2013 Stock Incentive Plan (Proposal 2), (ii) the approval of the MicroStrategy Incorporated 2021 Employee Stock Purchase Plan (Proposal 3), and (iii) the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 4).

All executed proxies will be voted in accordance with the stockholders’ instructions on the matters set forth in the accompanying Notice of Annual Meeting, and if no choice is specified, executed proxies will be voted in accordance with the Board’s recommendations on such matters as set forth in this proxy statement.

Attending the Annual Meeting

After careful consideration, in light of continued concerns related to the COVID-19 pandemic, and taking into account related federal, state, and local guidance, we have determined to hold the Annual Meeting in virtual format only, with no physical in-person meeting. Stockholders of record as of the record date, or those that hold a valid proxy, may attend the


MICROSTRATEGY \| 2021 Proxy Statement		1

Annual Meeting online at www.virtualshareholdermeeting.com/MSTR2021. You will need the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials. If you are not a stockholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, financial institution, or other nominee, or other similar evidence of ownership. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

How to Submit Questions

Stockholders of record as of the record date may submit questions in advance of the Annual Meeting at www.proxyvote.com using the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials. Questions must be received by 5:00 p.m., EDT, on May 24, 2021. Questions will not be accepted during the Annual Meeting. We will try to answer as many stockholder-submitted questions that comply with the meeting rules of conduct as time permits. However, we reserve the right to edit profanity or other inappropriate language and to exclude questions that are not pertinent to Annual Meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

How to Vote

You do not need to attend the Annual Meeting to vote your shares. You may vote by proxy over the telephone, on the Internet, or by mail, and your votes will be cast for you at the Annual Meeting. This process is described below.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may (i) vote online during the Annual Meeting or (ii) vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone, on the Internet, or by mail as instructed below to help ensure your vote is counted. You may still attend the Annual Meeting and vote during the meeting even if you have already voted by proxy; only your last vote before the close of voting will be counted.


During the Meeting:		To vote online during the Annual Meeting, visit www.virtualshareholdermeeting.com/MSTR2021 and vote by Internet as instructed. You will need the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials.

Phone:		To vote by telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials. Your vote must be received by 11:59 p.m., EDT, on May 25, 2021 to be counted.

Internet:		To vote on the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials. Your vote must be received by 11:59 p.m., EDT, on May 25, 2021 to be counted.

Proxy Card:		To vote by mail, simply complete, sign, and date the proxy card and return it promptly in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. To request a printed copy of the proxy card, follow the instructions found in the Notice of Internet Availability of Proxy Materials. If we receive your signed proxy card by May 25, 2021, the designated proxy holders will vote your shares as you direct.


2		MICROSTRATEGY \| 2021 Proxy Statement

Beneficial Owner: Shares Registered in the Name of Broker, Financial Institution, or Other Nominee

If on March 29, 2021, the record date, your shares were held not in your name, but rather in an account at a brokerage firm, financial institution, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting.

As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card and voting instructions to help ensure that your vote is counted. Alternatively, you may vote over the telephone or on the Internet as instructed by your broker, financial institution, or other nominee, if applicable. To vote online during the Annual Meeting, you must obtain a valid proxy from your broker, financial institution, or other nominee. You will need the 16-digit control number included in your proxy card or the instructions that accompanied your proxy materials. Follow the instructions from your broker, financial institution, or other nominee included with these proxy materials, or contact your broker, financial institution, or other nominee to request a proxy.

List of Registered Stockholders

The Effect of Not Casting Your Vote

Stockholder of Record. If you do not cast your vote, no votes will be cast on your behalf on any of the matters of business at the Annual Meeting.

Beneficial Owner. Proposals 1, 2, and 3 are “non-discretionary” items. If you abstain from voting on Proposals 1, 2, and 3 and your shares are held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote your shares on such matter, then your shares will not be counted as votes in favor of such matter or shares voting on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the voting on Proposals 1, 2, and 3. Proposal 4 is a “discretionary” item and your broker or nominee will be able to vote your shares with respect to Proposal 4, even if you have not given voting instructions to your broker or nominee.

Changing Your Vote and Revoking Your Proxy

Stockholder of Record. You may change your vote at any time prior to the taking of the vote at the Annual Meeting by (i) submitting a new vote over the telephone, on the Internet, or by a properly completed proxy card with a later date, (ii) delivering a written revocation or a subsequently dated proxy card to MicroStrategy’s General Counsel at 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182, or (iii) voting online during the Annual Meeting.

Beneficial Owner. You may change your vote at any time prior to the taking of the vote at the Annual Meeting by (i) submitting new voting instructions to your broker or nominee by following the instructions they provided or (ii) if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting online and voting during the meeting using a valid legal proxy.

Costs of Solicitation

All costs of solicitation of proxies will be borne by us. In addition to solicitations by mail, our directors, officers, and employees, without additional remuneration, may solicit proxies by telephone and personal interviews, and we reserve the right to retain outside agencies for the purpose of soliciting proxies. Brokers, custodians, and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names and, as required by law, we will reimburse them for their out-of-pocket expenses in this regard.


MICROSTRATEGY \| 2021 Proxy Statement		3

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single copy of the Notice of Internet Availability of Proxy Materials or other annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and cost savings for companies.

A number of brokers, financial institutions, and other nominees with account holders who are our stockholders will be householding our proxy materials. Under this practice, a single copy of the Notice of Internet Availability of Proxy Materials or other annual meeting materials will be delivered to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from us (if you are a stockholder of record) or from your broker, financial institution, or other nominee (if you are a beneficial owner) that we or they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability of Proxy Materials or other annual meeting materials or if you currently receive multiple copies and would like to request householding of your communications, please notify us or your broker, financial institution, or other nominee. You can submit your written request to us at MicroStrategy Incorporated, located at 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182, Attention: Investor Relations, or by calling 703-848-8600.

Stockholder Proposals

Proposals of stockholders intended to be presented at the 2022 Annual Meeting of Stockholders, including director nominations described below under the caption “Corporate Governance and the Board of Directors and its Committees—Director Candidates,” must be received by us at our principal offices, 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182 by December 17, 2021 for inclusion in the proxy materials for the 2022 Annual Meeting of Stockholders. MicroStrategy suggests that proponents submit their proposals by certified mail, return receipt requested, addressed to the General Counsel of the Company.

If a stockholder wishes to present a proposal before the 2022 Annual Meeting of Stockholders, but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, such stockholder must also give written notice to the General Counsel of the Company at the address noted above. The General Counsel must receive such notice by March 2, 2022 and, if a stockholder fails to provide such timely notice of a proposal to be presented at the 2022 Annual Meeting of Stockholders, the proxies designated by the Board will have discretionary authority to vote on any such proposal.


4		MICROSTRATEGY \| 2021 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our Common Stock as of March 29, 2021, unless otherwise indicated, by:

•

each person who is known by us to beneficially own more than 5% of any class of our Common Stock;

•

each director or nominee for director;

•

each of our named executive officers as defined in Item 402(a)(3) of Regulation S-K; and

•

all directors and current executive officers as a group.

Except as otherwise indicated below, we believe, based on the information furnished to us, that the persons and entities named in the table have sole voting and investment power with respect to all shares that they beneficially own, subject to any applicable community property laws. Percentages have been calculated based on 7,781,568 shares of Class A Stock and 1,964,025 shares of Class B Stock outstanding as of March 29, 2021. Any shares of Class A Stock subject to outstanding stock options that are currently exercisable or will become exercisable within 60 days after March 29, 2021 are deemed outstanding for the purpose of calculating such director’s or officer’s percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Except as otherwise indicated, the address of each beneficial owner named below is in care of MicroStrategy Incorporated, 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182.


	Number of Shares Beneficially Owned⁽¹⁾								Percentage of Total Economic Interest⁽¹⁾		Percentage of Total Voting Power⁽¹⁾
	Class A Stock				Class B Stock
Beneficial Owner	Shares		% of Class		Shares		% of Class
Named Executive Officers and Directors:
Michael J. Saylor⁽²⁾		400,000		4.9		1,961,668		99.9		23.3		71.9
Phong Q. Le⁽³⁾		40,000		*		—		—		*		*
Timothy E. Lang⁽⁴⁾		30,000		*		—		—		*		*
W. Ming Shao⁽⁵⁾		13,755		*		—		—		*		*
Lisa Mayr		—		—		—		—		—		—
Stephen X. Graham⁽⁶⁾		18,700		*		—		—		*		*
Jarrod M. Patten⁽⁷⁾		43,850		*		—		—		*		*
Leslie J. Rechan⁽⁸⁾		3,750		*		—		—		*		*
Carl J. Rickertsen⁽⁹⁾		7,500		*		—		—		*		*
5% Stockholders:
BlackRock, Inc.⁽¹⁰⁾		1,182,073		15.2		—		—		12.1		4.3
Morgan Stanley⁽¹¹⁾		792,627		10.2		—		—		8.1		2.9
The Vanguard Group, Inc.⁽¹²⁾		772,406		9.9		—		—		7.9		2.8
Citadel Securities LLC⁽¹³⁾		578,116		7.4		—		—		5.9		2.1
All directors and current executive officers as a group (8 persons)⁽¹⁴⁾		557,555		6.7		1,961,668		99.9		24.5		72.1

*	Less than 1.0%.

(1)

The inclusion of any shares of Common Stock deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. The percentage of total economic interest and the percentage of total voting power are each calculated by treating the shares of our Class A Stock and Class B Stock together as a single class. Shares of Class A Stock generally have the same rights, including rights to dividends, as shares of Class B Stock, except that shares of Class A Stock have one vote per share while shares of Class B Stock have ten votes per share. Each share of Class B Stock is convertible at any time, at the option of the holder, into one share of Class A Stock.


MICROSTRATEGY \| 2021 Proxy Statement		5

(2)	Mr. Saylor’s holdings of Common Stock consist of (i) an option exercisable on or within 60 days after March 29, 2021 to purchase 400,000 shares of Class A Stock and (ii) 1,961,668 shares of Class B Stock owned by Alcantara LLC, which is wholly owned by Mr. Saylor.

(3)	Mr. Le’s holdings of Common Stock consist of options exercisable on or within 60 days after March 29, 2021 to purchase 40,000 shares of Class A Stock.

(4)	Mr. Lang’s holdings of Common Stock consist of options exercisable on or within 60 days after March 29, 2021 to purchase 30,000 shares of Class A Stock.

(5)	Mr. Shao’s holdings of Common Stock consist of (i) 5 shares of Class A Stock held by Mr. Shao directly and (ii) options exercisable on or within 60 days after March 29, 2021 to purchase 13,750 shares of Class A Stock.

(6)	Mr. Graham’s holdings of Common Stock consist of (i) 200 shares of Class A Stock held by Mr. Graham directly and (ii) options exercisable on or within 60 days after March 29, 2021 to purchase 18,500 shares of Class A Stock.

(7)	Mr. Patten’s holdings of Common Stock consist of options exercisable on or within 60 days after March 29, 2021 to purchase 43,850 shares of Class A Stock.

(8)	Mr. Rechan’s holdings of Common Stock consist of options exercisable on or within 60 days after March 29, 2021 to purchase 3,750 shares of Class A Stock.

(9)	Mr. Rickertsen’s holdings of Common Stock consist of (i) 2,000 shares of Class A Stock held by Mr. Rickertsen directly and (ii) options exercisable on or within 60 days after March 29, 2021 to purchase 5,500 shares of Class A Stock.

(10)

The number of shares beneficially owned (and other information in this footnote) is as of December 31, 2020, based on a Schedule 13G/A filed on February 5, 2021 with the SEC by BlackRock, Inc. BlackRock, Inc. beneficially owns 1,182,073 shares of Class A Stock and has sole voting power with respect to 1,167,077 of these shares and sole dispositive power with respect to all of these shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(11)

The number of shares beneficially owned (and other information in this footnote) is as of December 31, 2020, based on a Schedule 13G filed on January 8, 2021 with the SEC by Morgan Stanley and Morgan Stanley Investment Management Inc. Morgan Stanley and Morgan Stanley Investment Management Inc. beneficially own 792,627 shares of Class A Stock and have shared voting and dispositive power with respect to all of these shares. The address for Morgan Stanley is 1585 Broadway, New York, NY 10036. The address for Morgan Stanley Investment Management Inc. is 522 5th Avenue, 6th Floor, New York, NY 10036.

(12)

The number of shares beneficially owned (and other information in this footnote) is as of December 31, 2020, based on a Schedule 13G/A filed on February 10, 2021 with the SEC by The Vanguard Group, Inc. The Vanguard Group, Inc. beneficially owns 772,406 shares of Class A Stock and has sole dispositive power with respect to 753,268 of these shares, shared voting power with respect to 13,344 of these shares, and shared dispositive power with respect to 19,138 of these shares. The address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355.

(13)

The number of shares beneficially owned (and other information in this footnote) is as of February 4, 2021, based on a Schedule 13G filed on February 12, 2021 with the SEC by Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”), Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), and Mr. Kenneth Griffin (collectively with Citadel Securities, CALC4, CSGP, Citadel Advisors, CAH, and CGP, the “Citadel Persons”) with respect to shares of Class A Stock held by Citadel Securities, Citadel Equity Fund Ltd. (“CEFL”), and Citadel Multi-Strategy Equities Master Fund Ltd. (“CM”). CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Citadel Advisors is the portfolio manager for CEFL and CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Citadel Securities, CALC4, and CSGP may be deemed to beneficially own 555,037 shares of Class A Stock and have shared voting and dispositive power with respect to all of these shares. Citadel Advisors, CAH, and CGP may be deemed to beneficially own 23,079 shares of Class A Stock and have shared voting and dispositive power with respect to all of these shares. Mr. Griffin may be deemed to beneficially own 578,116 shares of Class A Stock and has shared voting and dispositive power with respect to all of these shares. The address for each of the Citadel Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

(14)

Shares of Common Stock held by the directors and current executive officers as a group consist of (i) 2,205 shares of Class A Stock, (ii) options exercisable on or within 60 days after March 29, 2021 to purchase an aggregate of 555,350 shares of Class A Stock, and (iii) 1,961,668 shares of Class B Stock, which are convertible into the same number of shares of Class A Stock at any time at the option of the holder.


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EXECUTIVE OFFICERS OF THE COMPANY

Our executive officers and their ages and positions as of April 15, 2021 are as follows:

Set forth below is certain information regarding the professional experience of each of the above-named persons. There are no family relationships among any of our executive officers or directors.

Michael J. Saylor has served as Chief Executive Officer and Chairman of the Board since founding MicroStrategy in November 1989 and has previously served as President from November 1989 to November 2000, from January 2005 to October 2012, and from January 2016 to July 2020. Prior to that, Mr. Saylor was employed by E.I. du Pont de Nemours & Company as a venture manager from 1988 to 1989 and by Federal Group, Inc. as a consultant from 1987 to 1988. Mr. Saylor received an S.B. in Aeronautics and Astronautics and an S.B. in Science, Technology, and Society from the Massachusetts Institute of Technology.

Phong Q. Le has served as President & Chief Financial Officer since July 2020 and previously served as Senior Executive Vice President, Chief Operating Officer & Chief Financial Officer from April 2020 to July 2020, Senior Executive Vice President & Chief Operating Officer from November 2019 to April 2020, Senior Executive Vice President, Chief Operating Officer, Chief Financial Officer & Treasurer from June 2018 to November 2019, and Senior Executive Vice President, Chief Financial Officer & Treasurer from August 2015 to June 2018. Prior to joining MicroStrategy, Mr. Le served as the chief financial officer of XO Communications, a privately-held telecommunications company, from August 2014 to August 2015. From March 2010 to August 2014, Mr. Le held senior positions at NII Holdings, a Nasdaq-listed telecommunications company, including vice president of financial planning and analysis, vice president of strategy and business operations, and vice president of strategic finance. Prior to that, Mr. Le worked in the consulting practice at Deloitte from 1998 to 2010, where he held various positions, including senior manager. Mr. Le holds a B.S. in Biomedical and Chemical Engineering from The Johns Hopkins University and an M.B.A. from the Sloan School of Management at the Massachusetts Institute of Technology.

Timothy E. Lang has served as Senior Executive Vice President & Chief Technology Officer since November 2014 and previously served as Senior Vice President, Analytics, a position he had held since September 2014. Prior to joining MicroStrategy, Mr. Lang served as the chief product officer for Talemetry Inc., a leading provider of talent generation SaaS solutions, from September 2010 to September 2014 and as vice president, product for SAP SE from January 2008 to September 2010. Prior to that, Mr. Lang held positions at SAP BusinessObjects and Crystal Decisions. Mr. Lang received a B.Soc.Sci. in Information Management from the University of Melbourne.

W. Ming Shao has served as Senior Executive Vice President, General Counsel & Secretary since December 2014 and has previously served in other senior positions, including Executive Vice President & General Counsel, Senior Vice President & General Counsel, and Senior Vice President & Deputy General Counsel, since joining MicroStrategy in February 2000. Prior to that, Mr. Shao was a lawyer practicing at the global law firm Hogan & Hartson L.L.P. (now Hogan Lovells US LLP). Mr. Shao received an A.B. in Government from Cornell University and a J.D. from Harvard Law School.


MICROSTRATEGY \| 2021 Proxy Statement		7

PROPOSAL 1—ELECTION OF DIRECTORS

The Board proposes the election of the persons listed below as directors of the Company. Each current director of the Company has been nominated for re-election. The persons named in the proxy card will vote to elect as directors the five nominees named below, unless authority to vote for the election of any or all of the nominees is withheld by marking the proxy to that effect. All of the nominees have indicated their willingness to serve, if elected, but if any should be unable or unwilling to serve, proxies may be voted for a substitute nominee designated by the Board. Each director will be elected to hold office until the next annual meeting of stockholders and until the election and qualification of his successor or his earlier death, resignation, or removal. The Board may elect additional directors in the future in accordance with the Company’s Amended and Restated By-laws.

Nominees

Set forth below, for each nominee, is his name, age, position with the Company, principal occupation and business experience during at least the past five years, the year of commencement of his term as a director of the Company, and the names of other public companies in which he currently holds directorships or has held directorships during at least the past five years, as applicable. We have also presented information below regarding each nominee’s specific experience, qualifications, attributes, and skills that led our Board to conclude that he should serve as a director.


Michael J. Saylor Chairman of the Board & Chief Executive Officer Age: 56 Director since: 1989 Board Committees: None		Mr. Saylor has served as Chief Executive Officer and Chairman of the Board since founding MicroStrategy in November 1989 and has previously served as President from November 1989 to November 2000, from January 2005 to October 2012, and from January 2016 to July 2020. Prior to that, Mr. Saylor was employed by E.I. du Pont de Nemours & Company as a venture manager from 1988 to 1989 and by Federal Group, Inc. as a consultant from 1987 to 1988. Mr. Saylor received an S.B. in Aeronautics and Astronautics and an S.B. in Science, Technology, and Society from the Massachusetts Institute of Technology. Qualifications: We believe that Mr. Saylor is well-suited to serve on our Board due to his position as our Chief Executive Officer and his more than 25 years with the Company, including as its founder. In addition to his leadership expertise, Mr. Saylor is regarded as a technology visionary and has deep knowledge of the Company’s history, strategy, technology, and culture, as well as unique insight into the Company’s product development, marketing, finance, and operations.

Stephen X. Graham Independent Director Age: 68 Director since: 2014 Board Committees: Audit (Chair)		Mr. Graham has been a member of the Board since April 2014. Mr. Graham is currently president of CrossHill Financial Group, Inc., a private merchant bank and advisory firm that he founded in 1988, and has been a general partner of CrossHill Georgetown Capital, L.P. since 2000 and CrossHill Debt II, L.P. since 2004 and a manager of CrossHill Georgetown Management, LLC since 2000. Mr. Graham has also been chairman of the board of directors of Meteor Affinity, Inc., a marketing and advertising company operating the Official NASCAR Members Club and a portfolio company of CrossHill Debt II, L.P., since 2009 and chief executive officer since 2014. Prior to that, Mr. Graham was a principal with Kidder, Peabody & Co. and held positions with Merrill Lynch & Co. and Arthur Young & Co. (which later became part of Ernst & Young LLP). Mr. Graham was a member of the board of directors of TNS, Inc., a former New York Stock Exchange-listed global data communications and interoperability solutions company, from 2003 until the company’s acquisition by Siris Capital Group, LLC in 2013. While a member of the board of directors of TNS, Inc., Mr. Graham served as chairman of the audit committee from 2003 to 2013 and as chairman of the board of directors from 2012 to 2013. Mr. Graham also served as a member of the board of directors of Speedus Corp. from 2009 to 2011. Mr. Graham also previously served as a member of the board of directors of Credit Management Solutions, Inc., a former Nasdaq-listed credit processing software company, and several private companies. Mr. Graham received a B.S.B.A. from Georgetown University and an M.B.A. from the University of Chicago Booth School of Business.


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		Qualifications: We believe that Mr. Graham is well-suited to serve on our Board due to his substantial executive experience and his experience as an outside director and audit committee member, which provides the Board with important perspectives on financial matters.

Jarrod M. Patten Independent Director Age: 49 Director since: 2004 Board Committees: Audit, Compensation		Mr. Patten has been a member of the Board since November 2004. Mr. Patten founded RRG, a global real estate consulting and advisory firm, and has served as the firm’s president and chief executive officer since its inception in 1996. RRG is an international consulting firm specializing in the development and implementation of enterprise-wide audit and cost control strategies that heighten operational controls, lower operating costs, increase transparency, and extend cost accountability for RRG’s geographically diverse client base. Mr. Patten received a B.S. in Biology and a B.A. in Biological Anthropology and Anatomy from the Trinity College of Arts and Sciences at Duke University. Qualifications: We believe that Mr. Patten is well-suited to serve on our Board due to his leadership and management expertise as a chief executive officer, his international business, finance, and corporate compliance experience, and his extensive knowledge of cost and operational controls.

Leslie J. Rechan Independent Director Age: 59 Director since: 2018 Board Committees: Compensation		Mr. Rechan has been a member of the Board since March 2018. Mr. Rechan has served as chief operating officer of PROS Holdings, Inc., a publicly-traded cloud software company, since May 2020. From September 2017 to May 2020, Mr. Rechan served as president and chief executive officer and a director of Solace Corp., a privately-held smart data movement solutions company. Prior to that, Mr. Rechan served as president and chief executive officer and a director of Halogen Software, a cloud-based talent management software provider, from May 2015 to May 2017. Previously, he served as general manager from November 2011 to April 2014 and as vice president, sales, solutions, and services from February 2008 to October 2011 of IBM Business Analytics, a software group at IBM Corp. He also served as chief operating officer of Cognos Inc. from 2006 to 2008. Prior to Cognos, Mr. Rechan worked at Siebel Systems, Inc. and then Oracle Corporation upon its acquisition of Siebel Systems in 2006. From March 2006 to May 2006, Mr. Rechan served as senior vice president and global general manager, CRM strategy at Oracle. From 2004 to 2006, Mr. Rechan served as senior vice president and general manager of Americas sales of Siebel Systems and served in the same capacity for the global manufacturing and distribution industries business unit of Siebel Systems. Mr. Rechan served as senior vice president and general manager of North American worldwide field operations of Cadence Design Systems Inc. from 2003 to 2004. He served as president and chief operating officer of Onyx Software Corp. from 2001 to 2002. Prior to 2001, Mr. Rechan held several leadership positions at IBM across field sales, systems engineering, services, solutions, development, and general management in North America, Europe, and Asia Pacific. From May 2015 to May 2020, Mr. Rechan served on the board of directors and audit committee of PROS Holdings, Inc. Mr. Rechan received a B.S. in Electrical Engineering and a B.A. in Organizational Behavior from Brown University and an M.A. in Management from Northwestern University. Qualifications: We believe that Mr. Rechan is well-suited to serve on our Board due to his expertise in corporate strategy and development in the enterprise software sector and his extensive experience in international operations, sales, and services.


MICROSTRATEGY \| 2021 Proxy Statement		9

Carl J. Rickertsen

Independent Director

Age: 61

Director since: 2002

Board Committees: Compensation (Chair), Audit

Mr. Rickertsen has been a member of the Board since October 2002. Mr. Rickertsen is currently managing partner of Pine Creek Partners LLC and Iris Partners LLC, each a private equity investment firm, positions he has held since January 2004. From January 1998 to January 2004, Mr. Rickertsen was chief operating officer and a partner at Thayer Capital Partners, a private equity investment firm. From September 1994 to January 1998, Mr. Rickertsen was a managing partner at Thayer. Mr. Rickertsen was a founding partner of three Thayer investment funds totaling over $1.4 billion and is a published author. Mr. Rickertsen has served as a member of the boards of directors and audit committees of Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc., each of which is a closed-end management investment company, since 2011 and 2013, respectively. He has also served as a member of the board of directors and audit and compensation committees of Berry Global Inc., a global manufacturer and marketer of value-added plastic consumer packaging and engineered materials, since January 2013. From April 2012 to October 2016, Mr. Rickertsen was a member of the board of directors and compensation committee of Noranda Aluminum Holding Corporation, an integrated producer of value-added primary aluminum products and rolled aluminum coils. From April 2003 to January 2010, Mr. Rickertsen was a member of the board of directors and audit committee of Convera Corporation, a publicly-traded search-engine software company. From March 2004 to September 2008, Mr. Rickertsen was a member of the board of directors and compensation committee of UAP Holding Corp., a distributor of farm and agricultural products. Mr. Rickertsen received a B.S. from Stanford University and an M.B.A. from Harvard Business School.

Qualifications: We believe that Mr. Rickertsen is well-suited to serve on our Board due to his finance and capital markets experience across various industries and his experience as an outside director of several public companies, which provides the Board with important perspectives on corporate governance matters.

The Board Recommends a Vote “FOR” Each of the Nominees

Named Herein for Election as Director.

_✔


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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS AND ITS COMMITTEES

Related Person Transaction Policy and Related Person Transactions

We have adopted a formal written policy and procedure for the review, approval, and ratification of related person transactions, as defined under the rules and regulations promulgated by the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The policy covers any transaction in which we were or are to be a participant, the amount involved exceeds $120,000, and any related person had or will have a direct or indirect material interest. For purposes of the policy, a related person is defined to be any of the following: (i) a director, director nominee, or executive officer of the Company since the beginning of the Company’s last fiscal year; (ii) a beneficial owner of more than 5% of any class of the Company’s voting securities; (iii) a member of a foregoing person’s immediate family; and (iv) any entity in which one or more of the foregoing persons, individually or in the aggregate, has or had a greater than 10% ownership interest. The policy generally requires any proposed related person transaction to be reported to our General Counsel and reviewed and approved by the Audit Committee of the Board (the “Audit Committee”) prior to effectiveness or consummation of the transaction, whenever practical. If the General Counsel determines that advance approval of a related person transaction is not practical under the circumstances, the Audit Committee must review the transaction and, in its discretion, may ratify the related person transaction at its next meeting. For transactions arising between meetings of the Audit Committee, the Chair of the Audit Committee can approve the transaction, subject to ratification by the Audit Committee at its next meeting. If the General Counsel first learns of a related person transaction after such transaction has already taken place, the Audit Committee must review the transaction and, in its discretion, may ratify the related person transaction at its next meeting. Related person transactions involving compensation of executive officers must be reviewed and approved in accordance with the Company’s then-existing executive compensation policies or procedures as approved by the Board or an independent committee thereof.

The Audit Committee may approve or ratify a related person transaction only if the Audit Committee determines that, under the circumstances, the transaction is in our best interests. The Audit Committee may impose conditions on the related person transaction as it deems appropriate. In making such determination, the Audit Committee reviews and considers the following, among other factors:

•

the related person’s interest in the related person transaction;

•

the approximate dollar value of the amount involved in the related person transaction;

•

the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•

whether the transaction was undertaken in the ordinary course of business;

•

whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;

•

the purpose of, and the potential benefits to us of, the transaction; and

•

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Any related person transaction previously approved by the Audit Committee or otherwise already existing that is ongoing in nature is reviewed by the Audit Committee annually.

In addition to the procedures set forth in the policy, we have multiple processes for reporting conflicts of interest, including related person transactions, to the Audit Committee. Under our Code of Conduct, all employees are required to report any transaction, relationship, or other circumstance that constitutes a conflict of interest for such employee to the General Counsel or to the Audit Committee, as appropriate. We also annually distribute questionnaires to our executive officers and members of the Board requesting certain information regarding, among other things, their immediate family members, employment, and beneficial ownership interests, which information is then reviewed for any conflict of interest under the Code of Conduct and for any related person transaction under the policy.

Except as may be the case with respect to the matters discussed in the immediately following section and as may otherwise be disclosed in “Executive and Director Compensation—Executive Officer Compensation” or “Executive and Director Compensation—Director Compensation,” there have been no related person transactions required to be reported pursuant to rules or regulations promulgated by the Exchange Act since the beginning of 2020.


MICROSTRATEGY \| 2021 Proxy Statement		11

Board of Directors

Our Board is currently comprised of Messrs. Saylor, Graham, Patten, Rechan, and Rickertsen. During 2020, the Board met 11 times and acted by unanimous written consent one time. During 2020, all Board members attended all the meetings of the Board. The Board has determined that each of the Company’s non-employee directors is an independent director as defined in Rule 5605(a)(2) of the Nasdaq Stock Market, Inc. (“Nasdaq”) Marketplace Rules. Mr. Saylor is not an independent director under Rule 5605(a)(2) because he is our Chief Executive Officer (“CEO”). Independent directors collectively constituted during 2020, currently constitute, and following the Annual Meeting will constitute a majority of the Board.

The independent members of the Board regularly meet in executive sessions without any employee director or other members of management in attendance.

Controlled Company

We are a “controlled company” as defined in Rule 5615(c)(1) of the Nasdaq Marketplace Rules because more than 50% of the voting power of the Company is controlled by our Chairman of the Board & CEO, Michael J. Saylor.

Because we qualify as a controlled company, we are not required to have a majority of our Board be comprised of independent directors. Additionally, our Board is not required to have an independent compensation or nominating committee or to have the independent directors exercise the nominating function. We are also not required to have the compensation of our executive officers be determined by a compensation committee of independent directors or a majority of the independent members of our Board. In addition, we are not required to empower our Compensation Committee of the Board (the “Compensation Committee”) with the authority to engage the services of any compensation consultants, legal counsel, or other advisors or to have the Compensation Committee assess the independence of compensation consultants, legal counsel, or other advisors that it engages.

In light of our status as a controlled company, our Board has determined not to establish an independent nominating committee or have its independent directors exercise the nominating function and has elected instead to have the Board be directly responsible for nominating members of the Board. As mentioned above, the majority of our Board is currently comprised of independent directors, and our Board has established a Compensation Committee comprised entirely of independent directors. For more information regarding how we determine our executive compensation in light of our status as a controlled company, please see “Executive and Director Compensation—Compensation Discussion and Analysis” below.

Audit Committee

The Board has established a standing Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act and adopted the Amended and Restated Charter for the Audit Committee, which is publicly available on the Corporate Governance section of our website, www.microstrategy.com/en/investor-relations. The Audit Committee reviews our accounting and financial reporting processes, the internal and external audits of our financial statements, and the effectiveness of our controls over financial reporting, provides the opportunity for direct contact between our independent registered public accounting firm and the Board, and provides information about significant financial matters to the Board.

The Audit Committee is currently comprised of Messrs. Graham (Chair), Patten, and Rickertsen. During 2020, the Audit Committee met six times and acted by unanimous written consent four times. All members attended all the meetings of the Audit Committee.

The Board has determined that each member of the Audit Committee meets the Nasdaq Marketplace Rules’ definition of an independent director for audit committee purposes, as well as the independence requirements of Rule 10A-3 under the Exchange Act. The Board has designated Mr. Graham as an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K. Additional information regarding the Audit Committee and its functions and responsibilities is included in this proxy statement under the caption “Audit Committee Report.”


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Compensation Committee

The Board has established a standing Compensation Committee and adopted the Third Amended and Restated Charter for the Compensation Committee, which is publicly available on the Corporate Governance section of our website, www.microstrategy.com/en/investor-relations. The Compensation Committee determines the compensation arrangements of our CEO, awards under the MicroStrategy Incorporated 2013 Stock Incentive Plan (the “2013 Equity Plan”), and arrangements relating to certain perquisites and personal benefits provided to our executive officers and performs other functions related to compensation matters.

The Compensation Committee is currently comprised of Messrs. Rickertsen (Chair), Patten, and Rechan. During 2020, the Compensation Committee met two times and acted by unanimous written consent five times. All members attended all the meetings of the Compensation Committee.

The Board has determined that each member of the Compensation Committee meets the Nasdaq Marketplace Rules’ definition of an independent director for compensation committee purposes, as well as the independence requirements of Rule 10C-1 under the Exchange Act. Each member of the Compensation Committee is also a non-employee director, as defined in Rule 16b-3 under the Exchange Act. Additional information regarding the Compensation Committee and its functions and responsibilities is included in this proxy statement under the captions “Executive and Director Compensation—Compensation Discussion and Analysis” and “Executive and Director Compensation—Compensation Committee Report.”

Board Leadership Structure

Mr. Saylor, our CEO, is also the Chairman of the Board. Our Board has determined that having the same individual hold both positions is appropriate for a controlled company, in the best interests of MicroStrategy and our stockholders, and consistent with good corporate governance for the following reasons:

•

Our CEO is more familiar with our business and strategy than an independent, non-employee Chairman would be and is thus better positioned to focus our Board’s agenda on the key issues facing our Company.

•

A single Chairman and CEO provides strong and consistent leadership for the Company without risking overlap or conflict of roles.

•

Oversight of our Company is the responsibility of our Board as a whole, and this responsibility can be properly discharged without an independent Chairman.

We do not have a lead independent director or a presiding director. However, the independent directors regularly meet in executive sessions of the Board. In light of our status as a controlled company, we believe that the structure of our Board provides an appropriate balance of management leadership and non-management oversight.

Oversight of Risk

Our Board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our Board and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our Board oversees risk management activities relating to business strategy, capital allocation, organizational structure, and certain operational risks. Our Audit Committee oversees risk management activities relating to financial controls and legal and compliance risks, and our Compensation Committee oversees risk management activities relating to the Company’s compensation policies and practices. In addition, since risk issues often overlap, committees from time to time can request that the full Board discuss particular risk issues.

Director Candidates

As noted above, we do not have a standing nominating committee and the functions of evaluating and selecting directors are performed by the Board as a whole. The Board will, from time to time, evaluate biographical information and background materials relating to potential candidates and interview selected candidates. The Board does not currently have a charter or written policy with respect to the nomination process.


MICROSTRATEGY \| 2021 Proxy Statement		13

In considering whether to nominate any particular candidate for election to the Board, the Board uses various criteria to evaluate each candidate, including each candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest, and ability to act in the interests of our stockholders. The Board also considers whether a potential nominee would satisfy the Nasdaq Marketplace Rules’ definition of an independent director and the SEC’s definition of an audit committee financial expert. The Board does not set specific minimum qualifications or assign specific weights to particular criteria and no particular criterion is a prerequisite for a prospective nominee. Our Board does not have a formal policy with respect to diversity, but we believe that the backgrounds and qualifications of our directors, considered as a group, should reflect a diverse set of experiences, knowledge, and abilities that will allow the Board to fulfill its responsibilities. The Board considers such diversity when evaluating prospective nominees.

Due to our status as a controlled company under Nasdaq Marketplace Rules, we do not have a formal policy with respect to the consideration of director candidates recommended by our stockholders. Stockholder recommendations relating to director nominees or other proposals may be submitted in accordance with the procedures set forth above under “Information Regarding the Annual Meeting of Stockholders—Stockholder Proposals.” Any stockholder nominations proposed for consideration should include the nominee’s name and qualifications. Such nominations will be evaluated in the same manner as nominations by members of the Board, management, or other parties. Stockholders may also send communications to the Board in accordance with the procedures set forth below under “Corporate Governance and the Board of Directors and its Committees—Communicating with the Board of Directors.”

Directors’ Attendance at Annual Meeting of Stockholders

Although we do not have a policy with respect to directors’ attendance at our Annual Meeting, all directors are encouraged to attend the Annual Meeting. Four of the five members of the Board attended the 2020 Annual Meeting of Stockholders, which was held in virtual format only.

Communicating with the Board of Directors

Stockholders who wish to send communications to the Board may do so by writing to the General Counsel of MicroStrategy, c/o MicroStrategy Incorporated, 1850 Towers Crescent Plaza, Tysons Corner, Virginia 22182. The mailing envelope must clearly indicate that the enclosed letter is a “Stockholder-Board Communication.” All such letters must identify the author as a stockholder and include the stockholder’s full name, address, and a telephone number. If the letter is intended for a specific Board member, the name of such Board member should be noted in the communication. The General Counsel will forward any such correspondence to the intended recipient. However, prior to doing so, the General Counsel or his designee will review such correspondence and, in his or her discretion, may not forward communications that relate to ordinary business affairs, communications that are primarily commercial in nature or personal grievances, or communications that relate to an improper or irrelevant topic or are otherwise inappropriate for the Board’s consideration.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, officers, and holders of more than 10% of our Class A Stock to file reports of their ownership and changes in ownership of our Class A Stock with the SEC. Based solely on our review of the reports filed during 2020 and written representations from our directors and officers that no other reports were required, all Section 16(a) filing requirements were satisfied with respect to 2020, except that a Form 4 for each of Phong Q. Le, Timothy E. Lang, W. Ming Shao, and Jeanine Montgomery that was due on November 17, 2020 was filed late on November 19, 2020.

Code of Ethics

The Board, through its Audit Committee, has adopted a Code of Ethics that applies to MicroStrategy’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and such other personnel of MicroStrategy or its majority-owned subsidiaries as may be designated from time to time by the Chair of the Audit Committee. The Code of Ethics, as amended, is publicly available on the Corporate Governance section of our website, www.microstrategy.com/en/investor-relations. We intend to disclose any amendments to the Code of Ethics or any waiver from a provision of the Code of Ethics on the Corporate Governance section of our website, www.microstrategy.com/en/investor-relations.


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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Overview

This section explains our executive compensation philosophy and objectives, how our objectives are implemented, the elements of our executive compensation program, and the decisions made with respect to 2020 regarding the compensation of each of our executive officers who served in 2020. We refer to the following individuals in our Compensation Discussion and Analysis as our “executive officers”:

All of these individuals and Lisa Mayr, our former Senior Executive Vice President & Chief Financial Officer, constitute our “named executive officers” for 2020 (as defined in Item 402(a)(3) of Regulation S-K).

General Philosophy and Compensation Objectives: Performance, Alignment, and Retention

The goal of our compensation program for our executive officers is the same as our goal for operating the Company—to create long-term value for our stockholders. In furtherance of this goal, our executive compensation program is designed to reward, motivate, and provide incentives for exceptional individual performance and effective leadership by our executive officers, to reward executive officers for superior financial and operating results of the Company, and to align our executive officers’ interests with those of our stockholders. It is also designed to attract and retain executive officers who may be presented with other professional opportunities, including ones at potentially higher compensation levels, by providing an overall compensation package that is market competitive over time and provides significant long-term incentives through the grant of equity awards. These objectives serve as the basis for determining the overall compensation of each executive officer, all in the context of general economic and industry conditions and Company performance.

Key elements of our executive compensation program for 2020 that were designed to achieve these objectives included:

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a base salary for each of our executive officers, other than Mr. Saylor, designed to help retain them and reward them for overall performance;

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a discretionary annual cash bonus target for each of Messrs. Le, Lang, and Shao and Ms. Mayr designed to help retain, reward, and motivate them based on a subjective evaluation of their achievement of strategic, operational, and financial objectives in their areas of responsibility that support our goal of enhancing stockholder value;

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long-term incentives in the form of restricted stock units (“RSUs”) granted to each of Messrs. Le, Lang, and Shao under the 2013 Equity Plan, designed to provide them with long-term performance-based incentives that are intended to further align their interests with those of our stockholders; and

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a one-time advance bonus arrangement for Ms. Mayr in connection with the commencement of her employment with the Company that was paid to her in January 2020, which Ms. Mayr was permitted to retain as part of her severance arrangements in connection with her resignation from the Company in April 2020, the retention of a one-time reporting bonus paid to Ms. Mayr in 2019 in connection with the commencement of her employment that would have otherwise been recoverable by the Company upon her resignation, and a severance payment of $275,000 that was paid to Ms. Mayr in connection with her resignation.

We also provided each of our executive officers with certain perquisites and other benefits in 2020 that the Compensation Committee or CEO, as applicable, believes are reasonable and consistent with the objectives of our executive compensation program. Perquisites comprised the most significant portion of Mr. Saylor’s 2020 compensation, principally as a result of security and transportation-related benefits and associated tax gross-up payments that are discussed below.


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In determining executive officer compensation for 2020, the Compensation Committee and CEO considered the stockholder support that the “say-on-pay” proposal received at our May 27, 2020 Annual Meeting of Stockholders. Based on such considerations, for 2020, the Compensation Committee and CEO determined not to make significant changes to our compensation mix and other compensation policies since the “say-on-pay” vote, except for the RSU grants to certain executive officers. We believe that RSUs will enhance our ability to attract, retain, reward, and motivate persons who are expected to make important contributions to the Company and provide long-term performance-based incentives that will further align our executive officers’ interests with those of our stockholders, while incurring less dilution than would be expected if we had continued solely to grant stock option awards to executive officers. We believe that our compensation program is effectively designed to implement our objectives and is aligned with the interests of our stockholders.

Implementing Our Objectives

Role of the Compensation Committee and CEO

The Compensation Committee has the authority and responsibility to develop, adopt, and implement compensation arrangements for the CEO. Consistent with the Nasdaq Marketplace Rules applicable to controlled companies, the Board has delegated to the CEO the authority and responsibility to develop, adopt, and implement compensation arrangements for all executive officers other than himself. The CEO makes compensation determinations regarding other executive officers in periodic consultation with the Compensation Committee. However, the Compensation Committee determines awards under the 2013 Equity Plan and arrangements relating to certain perquisites and personal benefits provided to our executive officers. Neither the Company nor the Compensation Committee engaged a third-party compensation consultant to help determine or provide input regarding the determination of the 2020 compensation for the CEO or other executive officers.

Determining Compensation

Our executive compensation decisions are primarily based on a review of our performance and a subjective assessment of the executive officer’s performance during the year against strategic, operational, and financial objectives. The Compensation Committee or the CEO, as applicable, also takes into account the scope of the executive officer’s responsibilities, unique leadership skills and management experience, strengths and abilities in his respective area of responsibility, employment and compensation history with us, overall compensation arrangements, and long-term potential to enhance stockholder value, all in the context of general economic and industry conditions and Company performance. Specific factors that may affect executive compensation decisions include:

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key financial metrics, such as revenues, bookings, cost of revenues, operating expenses, operating income, operating margins, and earnings per share; and

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strategic and operational objectives, such as bitcoin-related initiatives and business strategy, operational, financial, and human capital management initiatives, technological innovation and product release execution, sales execution and performance, customer service, engagement, and consulting initiatives, development and execution of marketing initiatives, and oversight of corporate governance, commercial contracts, legal risk management, and other legal matters.

The Compensation Committee or the CEO, as applicable, subjectively combines the compensation elements for each executive officer in a manner that the Compensation Committee or the CEO believes is consistent with the executive officer’s role and contributions to the Company. The Compensation Committee and CEO incorporate flexibility into our compensation program and the assessment process to respond to and adjust for an evolving and dynamic business environment. We believe that our executive compensation program promotes long-term value to stockholders by retaining key executive officers and rewarding them, as applicable, for increases in the market price of our Class A Stock and for financial and operational results that are expected to contribute to long-term stockholder value.

The CEO generally establishes performance-based cash bonus arrangements and makes determinations regarding adjustments to base salary and cash bonus targets for our other executive officers in the first quarter of each year. Determinations regarding the actual payment of bonuses are generally made in the first quarter following the applicable performance period.


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The Compensation Committee and CEO did not conduct benchmarking in establishing compensation arrangements for any of the executive officers, but instead established compensation based on their respective subjective determinations of the factors discussed above. The Compensation Committee also considered recommendations from the CEO in establishing compensation arrangements. The Compensation Committee and CEO did not assign relative weights to Company and individual performance in establishing these compensation arrangements, but instead made respective subjective determinations after considering such performances collectively.

Employment and Severance Agreements

As a general matter, our executive officers do not have standing employment, severance, or change-of-control agreements. However, Ms. Mayr’s offer letter in connection with the commencement of her employment with the Company included a one-time reporting bonus of $100,000, a one-time advance bonus payment with respect to 2020 of $300,000, a discretionary cash bonus target of $250,000 for 2020, and a severance arrangement in the event that her employment was terminated without cause, as defined in the offer letter. In connection with her resignation from the Company in April 2020, Ms. Mayr entered into an additional agreement with the Company, which superseded the severance arrangement in her offer letter and provided for a lump-sum cash payment of $275,000 and permitted Ms. Mayr to retain her one-time reporting bonus of $100,000 and her advance bonus payment with respect to 2020 of $300,000.

Our CEO serves at the will of the Board, and the other executive officers serve at the will of the Board and the CEO. This approach is consistent with our employment and compensation philosophy that relies significantly upon providing incentives based on performance and aligning the interests of executive officers with those of our stockholders.

Equity Ownership Guidelines

As of March 29, 2021, Mr. Saylor beneficially owned 400,000 shares of Class A Stock (in the form of a fully vested option to purchase 400,000 shares of Class A Stock) and 1,961,668 shares of Class B Stock, collectively representing 71.9% of the total voting power and 23.3% of the total equity interest in the Company. Given the significant equity stake already held by Mr. Saylor, we do not believe that any equity ownership guidelines would be meaningful.

Prohibition on Hedging Transactions

Our insider trading policy prohibits our directors, officers, and employees (and anyone acting on their behalf) from, among other things, buying put options, selling call options, and purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.

Elements Used to Achieve 2020 Compensation Objectives

The principal elements of our 2020 compensation program for Mr. Saylor were a stock option award under the 2013 Equity Plan granted in 2014 and perquisites consisting principally of security and transportation-related benefits and associated tax gross-up payments. The principal elements of our 2020 compensation program for each of Messrs. Le and Lang were a base salary, a discretionary annual cash bonus target, stock option awards under the 2013 Equity Plan granted in 2015, 2017, 2018, and 2019, and RSUs under the 2013 Equity Plan granted in 2020. The principal elements of our 2020 compensation program for Mr. Shao were a base salary, a discretionary annual cash bonus target, stock option awards under the 2013 Equity Plan granted in 2014, 2015, 2018, and 2019, and RSUs under the 2013 Equity Plan granted in 2020. The principal elements of our 2020 compensation program for Ms. Mayr were a base salary, a discretionary annual cash bonus target, a stock option award under the 2013 Equity Plan granted in 2019, and a one-time advance bonus arrangement in connection with the commencement of her employment with the Company that was paid to her in January 2020. In connection with her resignation from the Company in April 2020, Ms. Mayr entered into an additional agreement with the Company that provided for a severance payment of $275,000 and the retention of the one-time reporting bonus paid to Ms. Mayr in 2019 in connection with the commencement of her employment and the one-time advance bonus that was paid to her in January 2020, each of which would have otherwise been recoverable by the Company upon her resignation. We also provided each of our executive officers with certain perquisites and other benefits in 2020 that the Compensation Committee or CEO, as applicable, believes are reasonable and consistent with the objectives of our executive compensation program. Each of these compensation elements satisfies one or more of our performance, alignment, and retention objectives, as described more fully below.


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Base Salary

We provide cash compensation in the form of base salary to help (i) attract and retain talented executive officers and (ii) reward overall performance by our executive officers. For 2020, a competitive base salary was an important component of compensation as it provided a degree of financial stability for each of our executive officers other than Mr. Saylor.

In September 2014, at Mr. Saylor’s request, the Compensation Committee reduced Mr. Saylor’s annual base salary to $1. The Compensation Committee considered that following the reduction in Mr. Saylor’s salary and elimination of his incentive cash bonus arrangement, a larger percentage of Mr. Saylor’s compensation would be directly tied to the Company’s stock performance, which is consistent with the Company’s compensation policies approved by stockholders at our 2020 Annual Meeting of Stockholders, and that such change would not adversely impact his financial stability. The Compensation Committee considered Mr. Saylor’s compensation arrangements in April 2020 and April 2021 and, in each case at Mr. Saylor’s request, left his annual base salary at $1.

In February 2020, the CEO adjusted the base salaries for Messrs. Le, Lang, and Shao, effective February 1, 2020, as indicated in the table below. In February 2021, the CEO adjusted the base salaries for Messrs. Le, Lang, and Shao, effective January 1, 2021, as indicated in the table below.


	Base Salary as of January 1, 2020 ($)		Base Salary as of February 1, 2020 ($)		Base Salary as of January 1, 2021 ($)
Phong Q. Le		673,000		750,000		900,000
Timothy E. Lang		492,000		550,000		600,000
W. Ming Shao		528,000		550,000		600,000

In making these determinations, the CEO did not assign relative weights to Company and individual performance, but instead made subjective determinations that the amounts of base salary were appropriate and in so doing considered the following general factors:

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each executive officer’s individual performance, as measured against various strategic, operational, and financial objectives in such executive officer’s area of responsibility such as operational excellence and revenue growth, as well as (i) operational, financial, and human capital management initiatives, sales execution and performance, customer service, engagement, and consulting initiatives, and development and execution of marketing initiatives for Mr. Le in connection with the establishment of his base salary for 2020 and in addition, with respect to the establishment of Mr. Le’s base salary for 2021, the additional responsibilities he undertook in connection with his assumption of the President and Chief Financial Officer (“CFO”) roles, including bitcoin-related initiatives and business strategy and his efforts in structuring and executing the Company’s convertible note offerings, (ii) technological innovation and product release execution for Mr. Lang, and (iii) oversight of corporate governance, commercial contracts, legal risk management, and other legal matters for Mr. Shao in connection with the establishment of his base salary for 2020 and in addition, with respect to the establishment of Mr. Shao’s base salary for 2021, bitcoin-related initiatives and business strategy and his efforts in structuring and executing the Company’s convertible note offerings;

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job responsibilities of each executive officer as we implement new business initiatives, focus on revenue growth, and adjust our strategic plan for an evolving business environment;

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each executive officer’s strengths and abilities in his respective field, leadership skills, management experience, employment and compensation history, overall compensation arrangements, and long-term potential to enhance stockholder value;

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the competitive market for talented managers with comparable experience and expertise; and

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Company performance over the prior several quarters and motivation to grow the business in the future, as well as general economic and industry conditions.

Each position is unique, not only in function, but also in terms of the market norms for compensation and the pool of potential executives who may be available to fill that particular role. Given these unique conditions, determinations regarding base salaries are unique to each executive officer and do not necessarily reflect any comparative judgments.

Prior to her resignation in April 2020, Ms. Mayr’s annual base salary was $550,000.


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Cash Bonuses

Our cash bonus compensation is designed to help (i) attract and retain talented executive officers, (ii) reward achievement of strategic, operational, and financial objectives that support our goal of enhancing stockholder value, and (iii) motivate executive officers to achieve superior performance in their areas of responsibility. Together with our stock option awards and RSUs, our cash bonus compensation program is one of the main vehicles for providing performance-based compensation to executive officers. The Compensation Committee and CEO consider various factors in determining the form and structure of the cash bonus arrangement that is most appropriate for attracting, retaining, rewarding, and motivating the individual executive officer.

No Saylor Cash Bonus

In September 2014, at Mr. Saylor’s request, the Compensation Committee eliminated Mr. Saylor’s incentive cash bonus arrangement. The Compensation Committee considered that, following the reduction in Mr. Saylor’s salary and elimination of his incentive cash bonus arrangement, a larger percentage of Mr. Saylor’s compensation would be directly tied to the Company’s stock performance, which is consistent with the Company’s compensation policies approved by stockholders at our 2020 Annual Meeting of Stockholders, and that such change would not adversely impact his financial stability. The Compensation Committee considered Mr. Saylor’s compensation arrangements in April 2020 and April 2021 and, in each case at Mr. Saylor’s request, did not establish a cash bonus arrangement for him.

Discretionary Annual Cash Bonuses

For 2020, the compensation of Messrs. Le, Lang, and Shao included discretionary annual cash bonus targets established based on the CEO’s subjective evaluation of the appropriate targets to help retain, reward, and motivate the applicable executive officer. In making this determination, the CEO takes into account the same factors described above with respect to base salary determinations. In setting target bonus amounts, the CEO also considers his expectations for the business department headed by each executive officer and the executive officers’ potential for achieving the expectations. The CEO believed that a discretionary annual cash bonus arrangement was an appropriate mechanism for retaining, rewarding, and motivating Messrs. Le, Lang, and Shao with respect to 2020 because each of these executive officers was responsible for, among other things, strategic and operational objectives that cannot always be measured by traditional financial metrics, which objectives included (i) operational, financial, and human capital management initiatives, sales execution and performance, customer service, engagement, and consulting initiatives, development and execution of marketing initiatives, and the assumption of the CFO role in the case of Mr. Le, (ii) technological innovation and product release execution in the case of Mr. Lang, and (iii) oversight of corporate governance, commercial contracts, legal risk management, and other legal matters in the case of Mr. Shao. Ms. Mayr’s discretionary annual cash bonus target of $250,000 for 2020 was established in her offer letter.

The CEO determined to leave discretionary bonus targets for Messrs. Le, Lang, and Shao unchanged for 2021 after taking into consideration the factors described above.

In determining the bonus awards for Messrs. Le, Lang, and Shao with respect to 2020, the CEO subjectively determined each executive officer’s overall performance and achievement of various strategic, operational, and financial objectives, in relation to the target bonus amount that was previously established for the applicable executive officer, all in the context of general economic and industry conditions and Company performance. For example, the CEO subjectively determined that the executive officers enhanced our operational excellence, achieved specific elements of our long-term strategic plans, and implemented development of certain growth initiatives. In addition, the CEO subjectively determined that each of Messrs. Le, Lang, and Shao had made continued progress in the area of his responsibility. The CEO also considered (i) Mr. Le’s efforts in developing and implementing the Company’s bitcoin acquisition strategy, his efforts in structuring and executing the Company’s tender offer and convertible note offering, and the additional responsibilities he undertook in connection with his assumption of the President role and (ii) Mr. Shao’s efforts in implementing the corporate governance and regulatory compliance aspects of the bitcoin acquisition strategy and his efforts in structuring and executing the Company’s tender offer and convertible note offering. None of these achievements were assigned any specific weighting or dollar amount of the total bonus.


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The CEO calculated individual bonus payouts to each of Messrs. Le, Lang, and Shao utilizing the following formula:

Individual Annual Cash Bonus Target for 2020
($)

Individual Achievement Percentage
(%)

Company Performance Percentage
(%)

Individual Bonus Payout
($)

Individual Achievement Percentage. The individual achievement percentage is based on the CEO’s subjective assessment of each executive officer’s overall performance and achievement of objectives for 2020. A higher performance assessment drives a higher individual percentage (and vice-versa) such that it is possible for an executive officer who exceeds performance expectations to receive an individual achievement percentage above 100% and for an executive officer with a low performance assessment to receive less than his bonus target or no bonus. The performance assessments were based on an overall subjective assessment of each executive officer’s performance and no single factor was determinative in the individual achievement percentage, nor was the impact of any individual factor on the individual achievement percentage quantifiable.

Company Performance Percentage. The Company performance percentage is based on the CEO’s subjective assessment of the Company’s overall business and product development achievements and financial performance. The CEO did not determine any pre-set range for the Company performance percentage and approved a Company performance percentage of 100% for 2020, which was equivalent to the average Company performance percentage used in determining bonuses for all Company employees on a discretionary bonus plan.

In the first quarter of 2021, the CEO determined the cash bonus awards to Messrs. Le, Lang, and Shao with respect to performance in 2020 as follows:


	Individual Annual Cash Bonus Target for 2020 ($)		Individual Achievement Percentage (%)		Company Performance Percentage (%)		Individual Bonus Payout ($)
Phong Q. Le		750,000		120		100		900,000
Timothy E. Lang		500,000		110		100		550,000
W. Ming Shao		500,000		110		100		550,000

Ms. Mayr did not receive her discretionary annual cash bonus related to 2020 because she resigned from the Company prior to the completion of the year.

One-time Bonuses

Ms. Mayr’s compensation in 2020 included a one-time advance bonus payment of $300,000 paid in January 2020. In connection with her resignation from the Company in April 2020, Ms. Mayr entered into an agreement with the Company providing for her retention of both this bonus payment and a one-time reporting bonus of $100,000 that she received in 2019, which would have otherwise been recoverable by the Company upon her resignation.

MicroStrategy Stock Options

From 2003 to 2013, we did not grant equity awards in MicroStrategy stock to executive officers. The last tranches of MicroStrategy stock options granted to our executive officers under our prior stock incentive plans vested in 2008. In September 2013, the Board adopted the 2013 Equity Plan in order to enhance our ability to attract, retain, reward, and motivate persons who are expected to make important contributions to the Company, and to provide such persons with equity ownership opportunities and performance-based incentives that are intended to further align their long-term interests with those of our stockholders. Eligible participants under the 2013 Equity Plan include employees, officers, directors, consultants, and advisors of the Company. Currently, an aggregate of 2,300,000 shares of our Class A Stock are authorized for issuance under the 2013 Equity Plan.


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The 2013 Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, and other stock-based awards. Prior to 2020, the Compensation Committee only granted stock option awards to executive officers. In 2020, the Compensation Committee granted RSUs to each executive officer, other than Mr. Saylor, as described below under “—Elements Used to Achieve 2020 Compensation Objectives—MicroStrategy Restricted Stock Units.” Stock option awards provide us with the flexibility to compete effectively for executive talent in a cost-effective manner, which allows for more attractive packages to our executive officers. Additionally, stock options only provide a return to an award recipient if the price of our Class A Stock increases, which further motivates an award recipient to increase the long-term price of our Class A Stock, and helps to align the long-term interests of award recipients with those of our stockholders.

To encourage retention of award recipients, outstanding stock options generally vest as to 25% of the original number of shares subject to the stock options on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the options are vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable option agreement; provided that stock options granted to executive officers will vest in full, to the extent not already vested, upon the occurrence of a “change in control event” if the executive officer is terminated without “cause” by the Company or resigns for “good reason” (in each case as defined in the applicable option agreement) within twelve (12) months following the change in control event or if the acquiring company does not assume the options or substitute equivalent awards. The stock options have an exercise price per share equal to the closing sale price of our Class A Stock as quoted on Nasdaq on the grant date and expire ten years following the grant date. The stock options are also subject to such other terms and conditions as are set forth in the 2013 Equity Plan and the applicable option agreement.

If the award recipient dies or becomes disabled before the final exercise date of an option, the option shall be exercisable within one year of the date of such death or disability; provided that such option shall be exercisable only to the extent that it was exercisable by the award recipient on the date of his or her death or disability and only until the final exercise date.

If the award recipient ceases to be eligible to receive award grants under the 2013 Equity Plan, including through termination of employment without cause, the award recipient generally retains the right to exercise his or her option to the extent that the option was exercisable on the date of such cessation for a period of three months after such cessation. However, if the award recipient is terminated for cause, the award recipient’s right to exercise his or her option terminates in full immediately upon such termination, and if the award recipient violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement, or other agreement between the award recipient and the Company, the award recipient’s right to exercise his or her option terminates in full immediately upon such violation.

In granting stock options under the 2013 Equity Plan, the Compensation Committee, based on recommendations from the CEO, makes subjective evaluations of appropriate award amounts to help attract, retain, reward, and motivate the applicable executive officer based on the scope of the executive officer’s responsibilities, employment, and compensation history with us, overall compensation arrangements, including outstanding equity awards held by the executive officer, and long-term potential to enhance stockholder value, all in the context of general economic and industry conditions and Company performance.

The Compensation Committee did not grant stock option awards in 2020 to the executive officers, each of whom held outstanding stock option awards that have been granted in prior years. Specifically, Mr. Saylor received a stock option to purchase 400,000 shares of our Class A Stock in 2014; Mr. Le received stock options to purchase 40,000, 40,000, 80,000, and 100,000 shares of our Class A Stock in 2015, 2017, 2018, and 2019, respectively; Mr. Lang received stock options to purchase 50,000, 30,000, 40,000, and 20,000 shares of our Class A Stock in 2015, 2017, 2018, and 2019, respectively; and Mr. Shao received stock options to purchase 20,000, 10,000, 25,000, and 20,000 shares of our Class A Stock in 2014, 2015, 2018, and 2019, respectively. Ms. Mayr received a stock option to purchase 60,000 shares of our Class A Stock in 2019, which expired unvested in connection with her resignation from the Company in April 2020.

We believe that stock option awards, together with RSUs and our cash bonus arrangements, as applicable, provide appropriate short and long-term incentives to our executive officers to increase stockholder value through their collective efforts in corporate functions, product design, engineering, marketing, and sales and services to our customers.

MicroStrategy Restricted Stock Units

In 2020, the Compensation Committee granted RSUs under the 2013 Equity Plan to certain executive officers for the first time. Each RSU represents the right to receive a share of our Class A Stock or, at the election of the Company, an equivalent cash payment equal to the fair market value of a share of our Class A Stock determined in accordance with the 2013 Equity Plan, less applicable taxes, in lieu of all or a portion of such shares.


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The Compensation Committee determined that offering RSUs would enhance our ability to attract, retain, reward, and motivate persons who are expected to make important contributions to the Company. While stock options that have previously been granted to executive officers only provide value if the Company’s stock price increases, RSUs have value even if there is not significant appreciation in the Company’s stock price and thus provide for a more structured pay delivery that at the same time also provides for upside potential for recipients that aligns with Company performance.

The RSUs vest as to 25% of the underlying shares on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the RSUs are vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable RSU agreement; provided that RSUs granted to executive officers will vest in full, to the extent not already vested, upon the occurrence of a “change in control event” if the executive officer is terminated without “cause” by the Company or resigns for “good reason” (in each case as defined in the applicable RSU agreement) within twelve (12) months following the change in control event or if the acquiring company does not assume the RSUs or substitute equivalent awards. The RSUs are also subject to such other terms and conditions as are set forth in the 2013 Equity Plan and the applicable RSU agreement.

Absent a change in control event, if the award recipient ceases to be eligible to receive award grants under the 2013 Equity Plan, including through termination of employment without cause, the RSUs that are unvested as of such time are forfeited immediately to the Company without payment of consideration.

In granting RSUs under the 2013 Equity Plan, the Compensation Committee, based on recommendations from the CEO, makes subjective evaluations of appropriate award amounts to help attract, retain, reward, and motivate the applicable executive officer based on the scope of the executive officer’s responsibilities, employment, and compensation history with us, overall compensation arrangements, including outstanding equity awards held by the executive officer, and long-term potential to enhance stockholder value, all in the context of general economic and industry conditions and Company performance.

In 2020, the Compensation Committee granted RSUs for 1,000 shares of our Class A Stock to each of Messrs. Le, Lang, and Shao.

We believe that RSUs, together with stock option awards and our cash bonus arrangements, as applicable, provide appropriate short and long-term incentives to our executive officers to increase stockholder value through their collective efforts in corporate functions, product design, engineering, marketing, and sales and services to our customers.

Perquisites and Other Personal Benefits

In 2020, we provided the executive officers with perquisites and other personal benefits that the Compensation Committee and CEO believe are reasonable and consistent with our overall compensation program. We believe that the cost of these benefits to us is a reasonable use of our resources and we monitor these costs closely in reviewing our compensation program. The Company’s payment of these costs may result in imputed compensation to the executive officers for tax purposes. These benefits are designed to:

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allow our executive officers to participate in important Company meetings and other events;

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allow our executive officers to maintain appropriate levels of visibility and activity in business, professional, and social circles that may benefit our business, as well as enjoying time with friends and family;

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allow our executive officers (and in particular, our CEO) to make more productive and efficient use of their time for Company business and enhance their personal security, in particular during personal travel;

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allow our executive officers (and in particular, our CEO) to be in communication with the Company and available to quickly respond to time-sensitive Company matters during personal travel in an environment that allows for confidential communications regarding Company business;

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promote our executive officers’ health and well-being; and

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enhance our ability to retain our executive officers.

The Company has a program pursuant to which it arranges for individual disability insurance policies to be provided to eligible executive officers and certain other senior employees as a supplement to the group disability insurance that is available to most Company employees and pays the premiums with respect to such supplemental policies. In 2020, Messrs. Saylor and Shao were eligible to participate in this program. Messrs. Le and Lang and Ms. Mayr were not eligible to participate in this program in 2020.


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The Company has a program pursuant to which it pays the cost of annual healthcare screenings for eligible executive officers. In 2020, all executive officers were eligible to participate in this program.

The Company’s executive officers are also eligible to participate in the Company’s 401(k) plan, which includes an employer match of up to $5,000 annually, and group term life insurance plan, each of which is a benefit available to most Company employees.

We own a Bombardier Global Express XRS aircraft (collectively with additional aircraft that the Company may lease or charter, the “Company Aircraft”). We permit personal use of Company Aircraft by Mr. Saylor and, to the extent approved by Mr. Saylor, other executive officers and employees of the Company when the applicable Company Aircraft is not being used exclusively for business. We have established various restrictions on the personal use of Company Aircraft, including the restriction that personal use by Mr. Saylor and any other director or employee of the Company may not exceed, in the aggregate, 200 flight hours in any fiscal year.

We allow executive officers to make personal use of tickets to sporting, charity, dining, entertainment, or similar events, as well as use of corporate suites, club memberships, or similar facilities that we may acquire (collectively, the “Corporate Development Programs”).

From time to time, our Board may hold meetings and other related activities in various locations, for which we pay specified travel, lodging, food, beverage, entertainment, and related expenses on behalf of the participants (including any participating executive officers) and their guests.

We sponsor an annual trip and related events for sales and service personnel who have met specified performance criteria. We pay for specified travel, lodging, food, beverage, entertainment, and related expenses on behalf of the participants (including any participating executive officers) and their guests. We have established a policy that the compensation imputed to Mr. Saylor as a result of this perquisite, excluding any associated tax gross-up payments, may not exceed $30,000 in any fiscal year.

The Company may also request that Company personnel, including executive officers, participate in conferences, symposia, and other similar events or activities relating to the Company’s business for which the Company pays for the expenses of Company participants and their guests.

From time to time, certain Company personnel, including executive officers, are offered meals prepared by the Company’s in-house catering department (“Company Meals”).

In 2020, we also made available to Mr. Saylor, as CEO, perquisites that were not generally available to other executive officers:

•

We permitted Mr. Saylor to use the services of one or more drivers for his personal use. We have established a policy that the aggregate compensation to Mr. Saylor and any other director or employee of the Company as a result of personal use of such car services, excluding any associated tax gross-up payments, may not exceed $100,000 in any fiscal year.

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We subleased, at no rental cost, periodic use of a standard cubicle at our current headquarters building to Aeromar Management Company, LLC, which is a company wholly owned by Mr. Saylor and through which Mr. Saylor conducts personal business activities.

•

We paid for various costs related to a CEO security program pursuant to which security services are provided to Mr. Saylor, provided that the total cost to the Company of such program, together with any associated tax gross-up payments to Mr. Saylor, does not exceed $950,000 in any given calendar year (the “CEO Security Program Cap”).

•

We permitted Mr. Saylor to make personal use of the Company’s in-house catering resources (such use, other than for Company Meals, “Non-Business Catering Use”). We have established a policy that the compensation imputed to Mr. Saylor as a result of Non-Business Catering Use, excluding any associated tax gross-up payments, may not exceed $25,000 in any fiscal year.

•

We may hold, host, or otherwise arrange events, outings, or other similar entertainment functions at which Mr. Saylor is permitted to entertain personal guests. We have established a policy that the aggregate incremental cost to us of such entertainment activities (to the extent that they are not Corporate Development Programs) attributable to Mr. Saylor, including any associated tax gross-up payments, may not exceed $75,000 in any fiscal year (the “Entertainment Events Cap”).


MICROSTRATEGY \| 2021 Proxy Statement		23

To the extent that any of the arrangements described above result in compensation to an executive officer, the Company pays to (or withholds and pays to the appropriate taxing authority on behalf of) such executive officer a tax gross-up in cash approximating his (i) federal and state income and payroll taxes on the taxable income associated with such arrangements, plus (ii) federal and state income and payroll taxes on the taxes that the individual may incur as a result of the payment of taxes by the Company with respect to the imputed compensation, subject to the Entertainment Events Cap and CEO Security Program Cap, as applicable.

The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to the CEO and may adjust, add, or eliminate certain perquisites or benefits. Similarly, the Compensation Committee and CEO periodically review the levels of perquisites and other personal benefits provided to the other executive officers and may adjust, add, or eliminate certain perquisites or benefits.

Change-in-control Agreement

The stock option awards and RSUs granted under the 2013 Equity Plan to our executive officers provide or provided, as applicable, for vesting in full (i) upon the occurrence of a change in control event or (ii) upon the termination without cause or resignation for good reason of the applicable executive officer within 12 months following a change in control event, in each case as described above in the “—Elements Used to Achieve 2020 Compensation Objectives—MicroStrategy Stock Options” and “—Elements Used to Achieve 2020 Compensation Objectives—MicroStrategy Restricted Stock Units” sections. For details on potential payments upon a change in control, please see “Executive and Director Compensation—Executive Officer Compensation—Potential Payments Upon Termination or Change in Control.”

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

By the Compensation Committee of the Board of Directors of MicroStrategy Incorporated.

Carl J. Rickertsen

Jarrod M. Patten

Leslie J. Rechan


24		MICROSTRATEGY \| 2021 Proxy Statement

Executive Officer Compensation

The compensation information set forth below relates to compensation paid by us to our CEO, each person serving as our CFO during 2020, and the other executive officers who were serving as executive officers as of December 31, 2020. In this section, we refer to all of these individuals as our “named executive officers” or our “executive officers.”

Summary Compensation Table

The table below sets forth certain information concerning the compensation of the executive officers for the fiscal years ended December 31, 2020, December 31, 2019, and December 31, 2018.


Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards ($)			Option Awards ($)			Non-equity Incentive Plan Compensation ($)	All Other Compensation ($)⁽¹⁾			Total ($)
Michael J. Saylor Chairman of the Board & Chief Executive Officer		2020		1		—			—			—		—		407,159	⁽¹¹⁾		407,160
		2019		1		—			—			—		—		1,070,231			1,070,232
		2018		1		—			—			—		—		1,213,195			1,213,196
Phong Q. Le⁽²⁾ President & Chief Financial Officer		2020		743,583		900,000	⁽⁴⁾		192,270	⁽⁹⁾		—		—		43,348	⁽¹²⁾		1,879,202
		2019		667,250		650,000	⁽⁴⁾		—			5,435,000	⁽¹⁰⁾	—		58,500			6,810,750
		2018		637,500		450,000	⁽⁴⁾		—			4,189,600	⁽¹⁰⁾	—		20,369			5,297,469
Timothy E. Lang Senior Executive Vice President & Chief Technology Officer		2020		545,167		550,000	⁽⁵⁾		192,270	⁽⁹⁾		—		—		5,120	⁽¹³⁾		1,292,557
		2019		487,750		500,000	⁽⁵⁾		—			1,087,000	⁽¹⁰⁾	—		15,687			2,090,437
		2018		468,750		405,000	⁽⁵⁾		—			2,094,800	⁽¹⁰⁾	—		30,717			2,999,267
W. Ming Shao Senior Executive Vice President, General Counsel & Secretary		2020		548,167		550,000	⁽⁶⁾		192,270	⁽⁹⁾		—		—		5,120	⁽¹⁴⁾		1,295,557
		2019		523,500		450,000	⁽⁶⁾		—			1,087,000	⁽¹⁰⁾	—		15,181			2,075,681
		2018		505,000		378,000	⁽⁶⁾		—			1,309,250	⁽¹⁰⁾	—		15,760			2,208,010
Lisa Mayr⁽³⁾ Former Senior Executive Vice President, Chief Financial Officer & Treasurer		2020		172,917		300,000	⁽⁷⁾		—			—		—		292,203	^(8)(15)		765,120
		2019		89,583		200,000	⁽⁸⁾		—			3,375,000	⁽¹⁰⁾	—		20			3,664,603

(1)

All Other Compensation includes the value of perquisites and other personal benefits, employer 401(k) Plan Match, and group term Life Insurance for the executive officer, as well as tax gross-ups paid to him or her for the fiscal year, but does not include perquisites and other personal benefits for the executive officer if the total value of all perquisites and other personal benefits for such executive officer in a given fiscal year was less than $10,000.

For purposes of the amounts reported in this column for 2020:

•

“401(k) Plan Match” refers to matching payments of up to $5,000 annually made by the Company under the Company’s 401(k) plan, which is a benefit available to most Company employees;

•

“CEO Security Program” refers to the expenses related to the CEO security program pursuant to which the Company pays for various costs related to the provision of security to Mr. Saylor;

•

“Company Aircraft” refers to the Bombardier Global Express XRS aircraft owned by the Company, as well as such other aircraft that (i) we may, from time to time, lease or charter, including, without limitation, any aircraft subject to a fractional interest program in which we may participate by leasing a fractional interest and (ii) has been designated by the Company to be “Company Aircraft” under our aircraft use policy;

•

“Company Meals” refer to meals prepared, from time to time, by the Company’s in-house catering department offered to Company personnel, including the executive officers;

•

“Corporate Development Programs” refer to tickets to sporting, charity, dining, entertainment, or similar events, as well as use of corporate suites, club memberships, or similar facilities that the Company may acquire;

•

“Life Insurance” refers to premiums paid by the Company with respect to a group term life insurance plan, which is a benefit available to most Company employees;

•

“President’s Club” refers to an annual trip and related events for sales and service personnel who have met specified performance criteria;

•

“Sublease” refers to the sublease of office space by the Company to Aeromar Management Company, LLC, which is wholly owned by Mr. Saylor; and


MICROSTRATEGY \| 2021 Proxy Statement		25

•

“Supplemental Disability Insurance” refers to premiums paid by the Company with respect to individual disability insurance policies provided to certain Company personnel, including eligible executive officers, as a supplement to the group disability insurance that is available to most Company employees.

See “Executive and Director Compensation—Compensation Discussion and Analysis” for further discussion of the benefits referred to in this footnote.

With respect to each item of All Other Compensation, we report the aggregate incremental cost to the Company. We generally calculate aggregate incremental cost to the Company by disregarding fixed costs that the Company has already incurred as a general matter but are necessary to provide the item and aggregating only the variable costs that the Company incurs as a result of providing the item to the executive officer. We calculate aggregate incremental cost to the Company for the following perquisites that represented the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for a particular executive officer as indicated below:

•

With respect to the Company Aircraft, we have determined that there is no aggregate incremental cost to the Company when personal guests of executive officers accompany executive officers on business flights. When the purpose of the flight is personal in nature, we determine the aggregate incremental cost of providing the Company Aircraft for personal use by aggregating variable costs associated with the particular flight such as fuel costs, crew travel expenses, casual and temporary labor costs, aviation staff expenses, aircraft trip planning fees, handler and landing fees, and catering costs.

•

With respect to the CEO Security Program, we have determined that the aggregate incremental cost to the Company of providing this benefit is calculated by prorating the aggregated costs associated with the operation of the CEO Security Program by the percentage of time spent by the security specialists on matters that are personal in nature. Costs associated with the operation of the CEO Security Program include compensation and fees for the security specialists, travel, parking, lodging, and meal expenses associated with the provision of security services, consulting and advisory fees, rent and related office expenses, and other business costs.

(2)

During 2020, Mr. Le served as the Company’s Senior Executive Vice President & Chief Operating Officer until Ms. Mayr’s resignation in April 2020. From April 2020 to July 2020, Mr. Le served as the Company’s Senior Executive Vice President, Chief Operating Officer & Chief Financial Officer. In July 2020, Mr. Le was appointed as the Company’s President and ceased serving as the Company’s Senior Executive Vice President & Chief Operating Officer.

(3)	Ms. Mayr resigned from the Company in April 2020.

(4)	Amount shown represents a discretionary cash bonus awarded to Mr. Le for the respective fiscal year.

(5)	Amount shown represents a discretionary cash bonus awarded to Mr. Lang for the respective fiscal year.

(6)	Amount shown represents a discretionary cash bonus awarded to Mr. Shao for the respective fiscal year.

(7)	Amount shown represents a one-time advance bonus payment.

(8)

Of the amount shown in the 2019 bonus compensation column, $100,000 represents a one-time reporting bonus awarded to Ms. Mayr in connection with the commencement of her employment with the Company in November 2019 and $100,000 represents a discretionary cash bonus awarded to Ms. Mayr with respect to 2019. Ms. Mayr’s cash bonus target for 2019 was established taking into consideration the time Ms. Mayr was employed by the Company in 2019. In connection with her resignation in April 2020, Ms. Mayr entered into an agreement with the Company that permitted Ms. Mayr to retain the one-time reporting bonus of $100,000, which would have otherwise been recoverable by the Company upon her resignation.

(9)

Represents the grant date fair value of RSUs granted under the 2013 Equity Plan, calculated in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” See Note 12 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Form 10-K for the year ended December 31, 2020 for the assumptions made in determining grant date fair value for the RSUs. This amount reflects the grant date fair value for the RSUs and is not intended to represent the value, if any, that has been or will be actually realized by the individual.

(10)

Represents the grant date fair value of an option to purchase shares of our Class A Stock granted under the 2013 Equity Plan, calculated in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” See Notes 9, 10, and 12 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Form 10-K for the years ended December 31, 2018, December 31, 2019, and December 31, 2020, respectively, for the assumptions made in determining grant date fair value for the option. This amount reflects the grant date fair value for the option and is not intended to represent the value, if any, that has been or will be actually realized by the individual.

(11)

Amount shown consists of (i) $181,683 in connection with personal use of the Company Aircraft, (ii) $183,668 in connection with the CEO Security Program, (iii) $35,098 in tax gross-ups paid to Mr. Saylor for 2020, and (iv) amounts in connection with the Sublease, personal use of Corporate Development Programs, Supplemental Disability Insurance, and Company Meals.

(12)	Amount shown consists of (i) $22,905 in connection with personal use of the Company Aircraft, (ii) $5,000 in connection with 401(k) Plan Match, (iii) $120 in connection with Life Insurance, (iv) $15,280 in tax gross-ups paid to Mr. Le for 2020, and (v) amounts in connection with Company Meals.

(13)	Amount shown consists of (i) $5,000 in connection with 401(k) Plan Match and (ii) $120 in connection with Life Insurance.

(14)	Amount shown consists of (i) $5,000 in connection with 401(k) Plan Match and (ii) $120 in connection with Life Insurance.

(15)	Amount shown consists of (i) a $275,000 lump-sum cash payment paid in connection with Ms. Mayr’s resignation from the Company, (ii) $12,163 for accrued but unused vacation, (iii) $5,000 in connection with 401(k) Plan Match, and (iv) $40 in connection with Life Insurance.


26		MICROSTRATEGY \| 2021 Proxy Statement

Grants of Plan-based Awards for 2020

The following table sets forth certain information concerning grants of plan-based awards to the executive officers for the fiscal year ended December 31, 2020:


		Estimated Possible Payouts Under Non-equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽¹⁾		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)					Exercise or Base Price of Option Awards ($/Sh)
Michael J. Saylor	—	—	—	—		—		—		—		—
Phong Q. Le	11/13/2020	—	—	—		1,000		—		—		192,270
Timothy E. Lang	11/13/2020	—	—	—		1,000		—		—		192,270
W. Ming Shao	11/13/2020	—	—	—		1,000		—		—		192,270
Lisa Mayr	—	—	—	—		—		—		—		—

(1)

Amounts shown relate to RSUs granted under the 2013 Equity Plan representing rights to receive shares of our Class A Stock or, at the election of the Company, an equivalent cash payment in lieu of all or a portion of such shares. The RSUs (i) will vest as to 25% of the underlying shares on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the RSUs are vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable RSU agreement, (ii) provides for vesting in full in connection with a change in control event under specified conditions as set forth in the applicable RSU agreement, and (iii) is otherwise subject to such other terms and conditions as are set forth in the applicable RSU agreement and the 2013 Equity Plan.

(2)

Amounts calculated in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation.” See Note 12 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Form 10-K for the year ended December 31, 2020 for the assumptions made in determining grant date fair values. These amounts reflect the grant date fair values for these RSUs and are not intended to represent the value, if any, that has been or will be actually realized by the individual.

Outstanding Equity Awards at 2020 Fiscal Year-end

The following table sets forth information concerning unexercised options and unvested RSUs outstanding as of December 31, 2020 for each of the executive officers. All option awards and RSUs were with respect to our Class A Stock and were granted under the 2013 Equity Plan.


	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable⁽¹⁾		Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾		Option Exercise Price per Share ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)⁽²⁾		Market Value of Shares or Units of Stock that Have Not Vested ($)⁽³⁾
Michael J. Saylor		400,000		—		121.43		4/30/2024		—		—
Phong Q. Le		30,000		10,000		189.16		3/8/2027		—		—
		—		40,000		131.53		2/8/2028		—		—
		—		75,000		151.60		11/22/2029		—		—
		—		—		—		—		1,000		388,550
Timothy E. Lang		10,000		—		165.01		2/2/2025		—		—
		22,500		7,500		189.16		3/8/2027		—		—
		—		20,000		131.53		2/8/2028		—		—
		—		15,000		151.60		11/22/2029		—		—
		—		—		—		—		1,000		388,550
W. Ming Shao		5,000		—		165.01		2/2/2025		—		—
		12,500		12,500		131.53		2/8/2028		—		—
		5,000		15,000		151.60		11/22/2029		—		—
		—		—		—		—		1,000		388,550
Lisa Mayr		—		—		—		—		—		—

(1)


MICROSTRATEGY \| 2021 Proxy Statement		27

subject to the stock option on the first anniversary of the grant date and vests as to an additional 25% on each anniversary thereafter until the option is vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable option agreement, (v) provides for vesting in full in connection with a change in control event under specified conditions as set forth in the applicable option agreement, and (vi) is otherwise subject to such other terms and conditions as are set forth in the applicable option agreement and the 2013 Equity Plan.

(2)

Amounts shown relate to RSUs. The RSUs (i) will vest as to 25% of the underlying shares on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the RSUs are vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable RSU agreement, (ii) provides for vesting in full in connection with a change in control event under specified conditions as set forth in the applicable RSU agreement, and (iii) is otherwise subject to such other terms and conditions as are set forth in the applicable RSU agreement and the 2013 Equity Plan.

(3)	The market value of the RSUs is based on the closing price of our Class A Stock on Nasdaq on December 31, 2020.

Option Exercises in 2020

The following table sets forth information concerning the number of shares acquired and the value realized on exercise or transfer for value of stock options during the fiscal year ended December 31, 2020 by each of the executive officers.


	Option Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)
Michael J. Saylor		—		—
Phong Q. Le		105,000		9,193,153
Timothy E. Lang		65,000		5,663,910
W. Ming Shao		17,600		1,979,776
Lisa Mayr		—		—

Potential Payments Upon Termination or Change in Control

The options to purchase shares of our Class A Stock granted under the 2013 Equity Plan to the executive officers outstanding as of December 31, 2020 provide for vesting in full in connection with a change in control event if the executive officer is terminated without “cause” by the Company or resigns for “good reason,” in each case as defined in the applicable option agreement, within twelve (12) months following the change in control event or if the acquiring company does not assume the options or substitute equivalent awards. If such a change in control event had occurred on December 31, 2020 and the specified conditions as set forth in the applicable option agreement were satisfied:

•

no portion of the option held by Mr. Saylor would have been subject to accelerated vesting because the option was already fully vested as of December 31, 2020;

•

the vesting of the options held by Mr. Le would have been accelerated with respect to (i) 10,000 shares granted in 2017, representing a benefit of $1,993,900, based on the difference between $189.16, the exercise price per share of the option, and $388.55, the closing price of our Class A Stock on Nasdaq on December 31, 2020, (ii) 40,000 shares granted in 2018, representing a benefit of $10,280,800, based on the difference between $131.53, the exercise price per share of the option, and $388.55, the closing price of our Class A Stock on Nasdaq on December 31, 2020, and (iii) 75,000 shares granted in 2019, representing a benefit of $17,771,250, based on the difference between $151.60, the exercise price per share of the option, and $388.55, the closing price of our Class A Stock on Nasdaq on December 31, 2020;

•

the vesting of the options held by Mr. Lang would have been accelerated with respect to (i) 7,500 shares granted in 2017, representing a benefit of $1,495,425, based on the difference between $189.16, the exercise price per share of the option, and $388.55, the closing price of our Class A Stock on Nasdaq on December 31, 2020, (ii) 20,000 shares granted in 2018, representing a benefit of $5,140,400, based on the difference between $131.53, the exercise price per share of the option, and $388.55, the closing price of our Class A Stock on Nasdaq on December 31, 2020, and (iii) 15,000 shares granted in 2019, representing a benefit of $3,554,250, based on the difference between $151.60, the exercise price per share of the option, and $388.55, the closing price of our Class A Stock on Nasdaq on December 31, 2020; no portion of the option held by Mr. Lang granted in 2015 would have been subject to accelerated vesting because the remaining shares underlying such option were already fully vested as of December 31, 2020; and


28		MICROSTRATEGY \| 2021 Proxy Statement

•

the vesting of the options held by Mr. Shao would have been accelerated with respect to (i) 12,500 shares granted in 2018, representing a benefit of $3,212,750, based on the difference between $131.53, the exercise price per share of the option, and $388.55, the closing price of our Class A Stock on Nasdaq on December 31, 2020 and (ii) 15,000 shares granted in 2019, representing a benefit of $3,554,250, based on the difference between $151.60, the exercise price per share of the option, and $388.55, the closing price of our Class A Stock on Nasdaq on December 31, 2020; no portion of the option held by Mr. Shao granted in 2015 would have been subject to accelerated vesting because the remaining shares underlying such option were already fully vested as of December 31, 2020.

As with the options, the RSUs granted under the 2013 Equity Plan to the executive officers outstanding as of December 31, 2020 provide for vesting in full in connection with a change in control event if the executive officer is terminated without “cause” by the Company or resigns for “good reason,” in each case as defined in the applicable RSU agreement, within twelve (12) months following the change in control event or if the acquiring company does not assume the RSUs or substitute equivalent awards. If such a change in control event had occurred on December 31, 2020 and the specified conditions as set forth in the applicable RSU agreement were satisfied, the vesting of the RSUs held by each of Messrs. Le, Lang, and Shao would have been accelerated with respect to 1,000 shares each, representing a benefit of $388,550, based on the $388.55 closing price of our Class A Stock on Nasdaq on December 31, 2020.

Ms. Mayr’s offer letter in connection with the commencement of her employment with the Company included a severance arrangement in the event that her employment was terminated without cause, as defined in the offer letter. In connection with her resignation in April 2020, Ms. Mayr entered into an additional agreement with the Company, which provided for a lump-sum cash payment of $275,000 and permitted Ms. Mayr to retain her one-time reporting bonus of $100,000 and her advance bonus payment with respect to 2020 of $300,000.


MICROSTRATEGY \| 2021 Proxy Statement		29

Director Compensation

Each non-employee or “outside” director receives a fee of $37,500 for each quarterly meeting of the Board that the outside director attends in person. Since March 2020, in light of continued concerns related to the COVID-19 pandemic, an outside director’s attendance virtually at a Board or committee meeting has been considered attendance in person at the meeting. An outside director may be paid this fee for attending a quarterly Board meeting via telephonic conference call if the outside director has good reason for the outside director’s failure to attend such meeting in person as determined by the Chairman of the Board, but such payment is limited to one occurrence in any given fiscal year. Each outside director who is a member of the Audit Committee also receives a fee of $10,000 (or $12,500 in the case of the Chair of the Audit Committee) for each quarterly meeting of such committee that the outside director attends or is deemed to attend in person. Each outside director who is a member of the Compensation Committee also receives a fee of $5,000 (or $7,500 in the case of the Chair of the Compensation Committee), which is paid quarterly; provided that, in order to be eligible to receive the fee with respect to a fiscal quarter, the outside director must have served on the Compensation Committee on the last day of such fiscal quarter. Each outside director may also receive up to an additional $12,000 of fees in the aggregate in any fiscal quarter for additional services delegated by the Board to such outside director in the outside director’s capacity as a member of the Audit Committee, the Compensation Committee, the Board, or any other committee of the Board; provided that any such fee paid with respect to a particular service must be approved by the Board following the completion of such service by the outside director. Beginning in April 2021, outside directors will receive all fees for their service on the Board in bitcoin instead of cash. The amount of Board fees payable to outside directors remains unchanged and will be nominally denominated in U.S. dollars. At the time of payment, the fees will be converted from U.S. dollars into bitcoin by the payment processor and then deposited into the digital wallet of the applicable outside director. Additionally, since May 2015, each outside director receives on May 31 of each year an automatic annual stock option award to purchase 5,000 shares of our Class A Stock in accordance with the terms of the 2013 Equity Plan.

From time to time, the Board may hold meetings and other related activities in various locations for which the Company pays for the expenses of outside directors and their guests (“Meeting Activities”). In addition, we may hold, host, or otherwise arrange parties, outings, or other similar entertainment events for which the Company pays for the expenses of outside directors and their guests (“Entertainment Events”). We may also request that outside directors participate in conferences, symposia, and other similar events or activities relating to our business for which the Company pays the expenses of outside directors and their guests (“Company-sponsored Activities” and collectively with Meeting Activities and Entertainment Events, “MicroStrategy Activities”). Any employee director is also eligible to participate in MicroStrategy Activities.

We are also authorized to make available, from time to time, for personal use by outside directors, our executive officers, and other employees of the Company and its subsidiaries: tickets to sporting, charity, dining, entertainment, or similar events, as well as use of corporate suites, club memberships, or similar facilities that we may acquire; Company-owned vehicles and related driving services; the services of one or more drivers for vehicles other than Company-owned vehicles; and Company Aircraft which includes the Company’s Bombardier Global Express XRS aircraft, as well as such other aircraft (i) that we may, from time to time, lease or charter, including, without limitation, any aircraft subject to a fractional interest program in which we may participate by leasing a fractional interest and (ii) that has been designated by the Company to be “Company Aircraft” under our aircraft use policy. Outside directors may make personal use of Company Aircraft; provided that (a) all outside directors are invited by the Company to travel on the applicable flight and (b) such personal use is in connection with the outside director’s participation in one or more (1) Meeting Activities, (2) Entertainment Events to which all outside directors have been invited, or (3) Company-sponsored Activities. In addition, outside directors may make personal use of Company Aircraft on a “ride-along” basis. We also make available to outside directors certain medical, dental, and vision insurance plan benefits that we offer to our U.S. employees.

To the extent that any of the arrangements described above, other than fee compensation, result in imputed compensation to an outside director, we pay to (or withhold and pay to the appropriate taxing authority on behalf of) such outside director a tax gross-up in cash approximating his (i) federal and state income and payroll taxes on the taxable income associated with such arrangements, plus (ii) federal and state income and payroll taxes on the taxes that the outside director may incur as a result of the payment of taxes by us with respect to the imputed compensation, subject to the aggregate amount limitations described above in “Executive and Director Compensation—Compensation Discussion and Analysis,” if applicable.


30		MICROSTRATEGY \| 2021 Proxy Statement

The following table sets forth information concerning the compensation of each of our non-employee directors for the fiscal year ended December 31, 2020. For more information regarding the compensation of our employee director, Mr. Saylor, please see “Executive and Director Compensation—Executive Officer Compensation” above.


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)⁽¹⁾		All Other Compensation ($)⁽²⁾		Total ($)
Stephen X. Graham		200,000		212,500		9,801		422,301
Jarrod M. Patten		210,000		212,500		—		422,500
Leslie J. Rechan		170,000		212,500		—		382,500
Carl J. Rickertsen		220,000		212,500		4,143		436,643

(1)

Represents the grant date fair value of an option to purchase shares of our Class A Stock awarded to each non-employee director on May 31, 2020, constituting the automatic annual grant awarded to each non-employee director pursuant to the 2013 Equity Plan, and calculated in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” See Note 12 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Form 10-K for the year ended December 31, 2020 for the assumptions made in determining grant date fair value for these options. The amounts reflect the grant date fair value for these options and are not intended to represent the value, if any, that has been or will be actually realized by the individual. As of December 31, 2020, our non-employee directors held the following shares of our Class A Stock and the following number of outstanding options to purchase shares of our Class A Stock:


Name	Shares of Class A Stock			Outstanding Options ^(a)
Stephen X. Graham		200			42,500
Jarrod M. Patten		—			57,500
Leslie J. Rechan		1,900	^(b)		18,750
Carl J. Rickertsen		5,000			55,000

(a)

Each option (i) is not intended to qualify as an incentive stock option, (ii) has an exercise price per share equal to the closing sale price of our Class A Stock as quoted on Nasdaq on the grant date, (iii) expires on the tenth anniversary of the grant date, (iv) vested or will vest as to 25% of the original number of shares subject to the stock option on the first anniversary of the grant date and vests as to an additional 25% on each anniversary thereafter until the option is vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable option agreement, (v) provides for vesting in full in connection with a change in control event under specified conditions as set forth in the applicable option agreement, and (vi) is otherwise subject to such other terms and conditions as are set forth in the applicable option agreement and the 2013 Equity Plan.

(b)

Shares owned by the Rechan Family Investment Group Inc., of which Mr. Rechan’s spouse is president and sole shareholder.

(2)

All Other Compensation includes the value of perquisites and other personal benefits for the director, as well as tax gross-ups paid to the applicable director for the fiscal year, but does not include perquisites and other personal benefits for the director if the total value of all perquisites and other personal benefits for such director in a given fiscal year was less than $10,000. For the fiscal year ended December 31, 2020, the total value of all perquisites and other personal benefits, if any, for each of our non-employee directors was less than $10,000 and accordingly, the figures shown in this column represent only tax gross-ups paid to the applicable director for the fiscal year.


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Equity Compensation Plan Information

The following table provides information about our Class A Stock authorized for issuance under our 2013 Equity Plan, which was our only equity compensation plan in effect as of December 31, 2020:


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#)	Weighted average exercise price of outstanding options, warrants, and rights ($/Sh)	Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by stockholders	1,231,775	$131.06⁽¹⁾	415,238
Equity compensation plans not approved by stockholders	—	—	—
Total	1,231,775	$131.06⁽¹⁾	415,238

(1)	Represents the weighted-average exercise price of 1,157,375 options and 74,400 RSUs issued under our 2013 Equity Plan. The weighted-average exercise price of the options is $139.48. The RSUs do not have an exercise price.

CEO Pay Ratio

Pursuant to applicable SEC rules, set forth below is the ratio of the total annual compensation of our CEO to the median of the total annual compensation of our employees (excluding our CEO) for 2020. The ratio below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

We selected the median employee from the group of 1,996 U.S. and non-U.S., full-time, part-time, temporary, and seasonal workers who were employed as of December 31, 2020 (the “Employee Pool”). The Employee Pool did not include the CEO or third-party consultants and contractors. In identifying our median employee, we calculated the total annual compensation of each employee for the year ended December 31, 2020 using internal payroll and human resources records. Compensation calculated in foreign currency was converted into U.S. dollars using fixed foreign exchange rates set by our finance department.

As disclosed in the Summary Compensation Table on page 25, the total compensation for our CEO in 2020, as determined under Item 402 of Regulation S-K, was $407,160. The total compensation for our median employee in 2020, as determined under Item 402 of Regulation S-K, was $94,264. Based on the foregoing, for 2020, we estimate the ratio of our CEO’s total annual compensation to our median employee’s total annual compensation to be 4.3 to 1. Given the different methodologies that companies use in estimating their pay ratios, our estimated pay ratio set forth above should not be used as a basis for comparing companies.


32		MICROSTRATEGY \| 2021 Proxy Statement

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2020 and discussed them with management and the Company’s independent registered public accounting firm, KPMG LLP (“KPMG”).

The Audit Committee has received from and discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” adopted by the Public Company Accounting Oversight Board. The Audit Committee has also received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG its independence from the Company.

Based on the review and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

By the Audit Committee of the Board of Directors of MicroStrategy Incorporated.

Stephen X. Graham

Jarrod M. Patten

Carl J. Rickertsen


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PROPOSAL 2—APPROVAL OF AMENDMENT NO. 5 TO THE MICROSTRATEGY INCORPORATED 2013 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF CLASS A COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER SUCH PLAN FROM 2,300,000 TO 2,750,000

Introduction

In September 2013, the Board adopted the MicroStrategy Incorporated 2013 Stock Incentive Plan (in the form adopted in September 2013, the “Original 2013 Equity Plan”). The Original 2013 Equity Plan authorized 600,000 shares of Class A Stock for issuance. Prior amendments adopted by the Board and approved by our stockholders increased the total number of shares of Class A Stock authorized for issuance under the Original 2013 Equity Plan to 2,300,000 as of 2018 (the Original 2013 Equity Plan, as so amended, the “Previously Amended 2013 Equity Plan”). Amendment No. 1 adopted by the Board in 2014 and approved by stockholders in 2015 increased the total number of shares of Class A Stock authorized for issuance to 1,500,000, Amendment No. 3 adopted by the Board in 2015 and approved by stockholders in 2016 increased the total number of shares of Class A Stock authorized for issuance to 1,700,000, and Amendment No. 4 adopted by the Board and approved by stockholders in 2018 increased the total number of shares of Class A Stock authorized for issuance to 2,300,000.

We are now asking stockholders to approve Amendment No. 5 to the Previously Amended 2013 Equity Plan (“Amendment No. 5”). For purposes of this Proposal 2, we refer to the Previously Amended 2013 Equity Plan, as would be amended by Amendment No. 5, as the “2013 Equity Plan”. The 2013 Equity Plan was established in order to enhance the Company’s ability to attract, retain, reward, and motivate persons who are expected to make important contributions to the Company, and to provide such persons with equity ownership opportunities and performance-based incentives that are intended to further align their long-term interests with those of the Company’s stockholders. As indicated above, the Board had authorized 2,300,000 shares of Class A Stock for issuance under the Previously Amended 2013 Equity Plan. As of April 8, 2021, there were options outstanding with respect to 1,273,304 shares of Class A Stock, RSUs outstanding with respect to 91,000 shares of Class A Stock, which includes RSUs with respect to 900 shares of Class A Stock that can only be settled in cash, and other stock-based awards outstanding with respect to 14,000 shares of Class A Stock.

On April 8, 2021, in order to enable the Company to issue additional equity incentive awards to key personnel, the Board adopted Amendment No. 5 and authorized an additional 450,000 shares of Class A Stock for issuance under the 2013 Equity Plan, subject to stockholder approval. Amendment No. 5 increases the total number of shares of Class A Stock authorized for issuance under the 2013 Equity Plan from 2,300,000 to 2,750,000.

As of April 8, 2021, there were 565,138 shares of Class A Stock authorized and available for grant under the 2013 Equity Plan (inclusive of the 450,000 shares of Class A Stock subject to stockholder approval of Amendment No. 5). If Amendment No. 5 is not approved by stockholders, there would be 115,138 shares of Class A Stock authorized and available for grant under the Previously Amended 2013 Equity Plan immediately following the Annual Meeting, assuming no additional awards are granted or terminated under the Previously Amended 2013 Equity Plan prior to the Annual Meeting.


34		MICROSTRATEGY \| 2021 Proxy Statement

New Plan Benefits

The following table sets forth certain information regarding the awards granted to named executive officers and other groups under the 2013 Equity Plan since its inception through April 8, 2021 that were outstanding as of April 8, 2021:

MicroStrategy Incorporated 2013 Stock Incentive Plan


Name and Position	Number of Shares Subject to Option Grant			Dollar Value of Option Grant ($)			Number of Shares Subject to Restricted Stock Units			Dollar Value of Restricted Stock Units ($)			Number of Shares subject to Other Stock- Based Awards			Dollar Value of Other Stock- Based Awards ($)
Michael J. Saylor Chairman of the Board & Chief Executive Officer		400,000	⁽²⁾		21,708,000	⁽³⁾		—			—			—			—

Phong Q. Le President & Chief Financial Officer		175,000	⁽²⁾		22,954,450	⁽³⁾		1,000			192,270	⁽⁵⁾		—			—
Phong Q. Le President & Chief Financial Officer
Timothy E. Lang Senior Executive Vice President & Chief Technology Officer		75,000	⁽²⁾		11,276,850	⁽³⁾		1,000			192,270	⁽⁵⁾		—			—

W. Ming Shao Senior Executive Vice President, General Counsel & Secretary		55,000	⁽²⁾		9,491,150	⁽³⁾		1,000			192,270	⁽⁵⁾		—			—

Lisa Mayr⁽¹⁾ Former Senior Executive Vice President, Chief Financial Officer & Treasurer		—			—			—			—			—			—

Current executive officers as a group (4 persons)		705,000			65,430,450	⁽³⁾		3,000			576,810	⁽⁵⁾		—			—
Non-executive directors as a group (4 persons)		124,100			6,929,187	⁽³⁾		—			—			—			—
Non-executive officer employees as a group (212 persons)		444,204			89,016,704	⁽³⁾		88,000	⁽⁴⁾		25,914,104	⁽⁵⁾		14,000	⁽⁶⁾		3,684,520	⁽³⁾

(1)	Ms. Mayr resigned from the Company in April 2020 and all prior options granted to her expired without any exercises.

(2)

None of the stock options granted to Messrs. Saylor, Le, Lang, or Shao are subject to stockholder approval of Amendment No. 5. The stock option granted to Mr. Saylor was granted in 2014. The stock options granted to Messrs. Le and Lang were granted in 2017, 2018, 2019, and February 2021. The stock options granted to Mr. Shao were granted in 2018, 2019 and February 2021.

(3)

Represents the grant date fair value of the applicable awards granted under the Previously Amended 2013 Equity Plan, calculated in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” See Notes 12, 11, 9, and 10 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Form 10-K for the years ended December 31, 2014, December 31, 2017, December 31, 2018, and December 31, 2019, respectively, for the assumptions made in determining grant date fair value for the options granted to our executive officers. This amount reflects the grant date fair value for the applicable awards and is not intended to represent the value, if any, that has been or will be actually realized by the individual.

(4)	Includes RSUs with respect to 900 shares of Class A Stock that can only be settled in cash.

(5)

Represents the grant date fair value of RSUs granted under the Previously Amended 2013 Equity Plan, calculated in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation.” See Note 12 “Share-based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Form 10-K for the year ended December 31, 2020 for the assumptions made in determining grant date fair value for the RSUs. This amount reflects the grant date fair value for the RSUs and is not intended to represent the value, if any, that has been or will be actually realized by the individual.

(6)	Other stock-based awards are similar to stock options, except they are settled in cash only and not shares of Class A Stock. Upon exercise of these awards, the recipient is entitled to receive an amount in cash equal to the fair market value of the Class A Stock in excess of the exercise price.

The Company and each non-employee director, executive officer, and non-executive officer employee who received stock options under the Previously Amended 2013 Equity Plan entered into option agreements with respect to these options. Each option (i) has an exercise price per share equal to the closing sale price of Class A Stock as quoted on Nasdaq on the grant date, (ii) expires on the tenth anniversary of the grant date, (iii) vested or will vest as to 25% of the original number of shares subject to the stock option on the first anniversary of the grant date and vests as to an additional 25% on each anniversary thereafter until the option is vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable option agreement, (iv) provides for vesting in full in connection with a change in control event under specified conditions as set forth in the applicable option agreement, and (v) is otherwise subject to such other terms and conditions as are set forth in the applicable option agreement and the 2013 Equity Plan. Each option is a non-statutory stock option.


MICROSTRATEGY \| 2021 Proxy Statement		35

The Company and each executive officer and non-executive officer employee who received RSUs under the Previously Amended 2013 Equity Plan entered into RSU agreements with respect to these RSUs. The RSUs (i) will vest as to 25% of the underlying shares on the first anniversary of the grant date and as to an additional 25% on each anniversary thereafter until the RSUs are vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable RSU agreement, (ii) provides for vesting in full in connection with a change in control event under specified conditions as set forth in the applicable RSU agreement, and (iii) is otherwise subject to such other terms and conditions as are set forth in the applicable RSU agreement and the 2013 Equity Plan.

The Company and each non-executive officer employee who received other stock-based awards under the Previously Amended 2013 Equity Plan entered into an award agreement with respect to these awards. Each award (i) has an exercise price per share equal to the closing sale price of Class A Stock as quoted on Nasdaq on the grant date, (ii) expires on the tenth anniversary of the grant date, (iii) vested or will vest as to 25% of the original number of shares subject to the award on the first anniversary of the grant date and vests as to an additional 25% on each anniversary thereafter until the award is vested in full, unless earlier terminated in accordance with the terms of the 2013 Equity Plan or the applicable award agreement, (iv) provides for vesting in full in connection with a change in control event under specified conditions as set forth in the applicable award agreement, and (v) is otherwise subject to such other terms and conditions as are set forth in the applicable award agreement and the 2013 Equity Plan.

On April 8, 2021, the closing sale price on Nasdaq of the Class A Stock was $690.12 per share.

Description of the 2013 Equity Plan

The following is a brief summary of the 2013 Equity Plan. The following summary is qualified in its entirety by reference to the full text of the 2013 Equity Plan, as amended, a copy of which is attached to this proxy statement as Appendix A.

Amendment No. 5 to the Previously Amended 2013 Equity Plan

Under this proposal, the number of shares of Class A Stock authorized for issuance under the 2013 Equity Plan would be increased from 2,300,000 to 2,750,000.

Types of Awards

The 2013 Equity Plan provides for the grant of incentive stock options intended to qualify as such under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), non-statutory stock options, restricted stock, RSUs, stock appreciation rights, and other stock-based awards (collectively, “Awards”) as more fully described below.

Incentive Stock Options and Non-statutory Stock Options

Option holders receive the right to purchase a specified number of shares of Class A Stock at a specified exercise price and subject to such other terms and conditions as are specified in connection with the option grant. Options shall be granted at an exercise price not less than 100% of the fair market value of the Class A Stock on the grant date. The 2013 Equity Plan permits the following forms of payment of the exercise price of options: (i) payment by cash, check, or in connection with a “cashless exercise” through a broker, which we refer to as exercises for “cash;” (ii) surrender to the Company of shares of Class A Stock; or (iii) any other lawful means.

Restricted Stock and Restricted Stock Units

Restricted stock or RSU holders receive the right to acquire shares of Class A Stock, or in the case of RSUs, shares of Class A Stock or cash at the time such Award vests, subject to such restrictions, conditions, and other terms as the Board may determine, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. Under the 2013 Equity Plan, holders of RSUs shall have no voting rights with respect to such Awards unless shares of Class A Stock are issued upon vesting. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock, or property) declared and paid by the Company with respect to shares of restricted stock shall be paid to the holder only if such shares become free from the restrictions on transferability and forfeitability that apply to such shares. The Award agreement for RSUs may provide holders with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Class A Stock, and such dividend equivalents may be subject to the same restrictions on transfer and forfeitability as the RSUs to the extent provided in the RSU agreement.


36		MICROSTRATEGY \| 2021 Proxy Statement

Stock Appreciation Rights

Stock appreciation rights (“SARs”) holders receive the right to acquire the number of shares of Class A Stock determined by reference to appreciation from and after the grant date, in the fair market value of a share of Class A Stock over a predetermined measurement price. SARs shall be granted at a measurement price not less than 100% of the fair market value of the Class A Stock on the grant date. The Company may not satisfy its obligation upon exercise of SARs in cash, among other actions, without the approval of the Company’s stockholders.

Other Stock-Based Awards

Other Awards with respect to shares of Class A Stock under the 2013 Equity Plan may be paid in shares of Class A Stock or cash, as the Board shall determine. The Board shall also determine the applicable terms and conditions of such Award.

Transferability of Awards

Except as the Board may otherwise determine or provide in an Award, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order; provided that a participant may transfer Awards to (i) one or more of the following members of the participant’s family: spouse, former spouse, domestic partner sharing the participant’s household, child (whether natural or adopted), stepchild, or grandchild; (ii) a trust in which the participant and/or one or more of the above-referenced family members of the participant have more than 50% of the beneficial interest; (iii) a foundation in which the participant and/or one or more of the above-referenced family members of the participant control the management of assets; or (iv) any other transferee specifically approved by the Board. During the life of the participant, Awards are exercisable only by the participant or a permitted transferee.

Eligibility to Receive Awards

Employees, officers, directors, consultants, and advisors of the Company and its subsidiaries may be granted Awards under the 2013 Equity Plan. As of December 31, 2020, we had a total of 1,997 employees (including four executive officers), four non-employee directors, and 50 consultants and advisors.

Administration

The Board administers the 2013 Equity Plan, and has the authority to adopt, amend, and repeal the administrative rules, guidelines, and practices relating to the 2013 Equity Plan and to interpret its provisions. Pursuant to the terms of the 2013 Equity Plan, the Board may delegate authority under the 2013 Equity Plan to one or more committees or subcommittees of the Board. The Board has authorized the Compensation Committee to administer certain aspects of the 2013 Equity Plan, including the grant of Awards under the 2013 Equity Plan, but excluding the right to amend the 2013 Equity Plan unless specifically delegated the right to do so by the Board. The Board has also authorized an Equity Committee, for which Mr. Saylor serves as the sole member, to grant Awards under the 2013 Equity Plan with respect to an aggregate of up to 100,000 shares of Class A Stock to employees who are not designated as officers for purposes of Section 16 under the Exchange Act.

Acceleration

The Board may, at any time, provide that any Award becomes immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part.

Limitation on Repricing

Unless approved by our stockholders and except for permissible adjustments such as stock splits or reorganization events, the Company may not (i) amend any outstanding option or SAR granted under the 2013 Equity Plan to provide an exercise or measurement price that is lower than the then-current exercise or measurement price of such option or SAR, (ii) cancel any outstanding option or SAR (whether or not granted under the 2013 Equity Plan) and grant in substitution for that option or SAR any new Awards under the 2013 Equity Plan (other than substitute awards granted in connection with a merger with another entity or acquisition of the property or stock of an entity) covering the same or a different number of shares and having an exercise or measurement price lower than the then-current exercise or measurement price of the


MICROSTRATEGY \| 2021 Proxy Statement		37

canceled option or SAR, (iii) cancel in exchange for a cash payment an option or SAR with an exercise or measurement price above the then-current fair market value of the shares, or (iv) take any other action under the 2013 Equity Plan that constitutes a repricing under the rules of Nasdaq.

Amendment or Termination

The Board determines the effect on an Award of a holder’s disability, death, termination or other cessation of employment, authorized leave of absence, or other change in employment status. No Awards may be granted under the 2013 Equity Plan after the expiration of 10 years from the 2013 Equity Plan’s effective date in 2013, but Awards previously granted may extend beyond that date. In addition, no option or SAR may be granted with a term in excess of 10 years. The Board may, at any time, amend, suspend, or terminate the 2013 Equity Plan, except that no amendment that would require stockholder approval under the rules of Nasdaq may be made effective until our stockholders approve such amendment.

Potential Costs, Dilution, and Burn Rate

Over the life of the 2013 Equity Plan through April 8, 2021, we have granted options to purchase an aggregate of 3,522,000 shares of Class A Stock, RSUs with respect to an aggregate of 93,800 shares of Class A Stock, which includes RSUs with respect to 900 shares of Class A Stock that can only be settled in cash, and other stock-based awards with respect to an aggregate of 19,000 shares of Class A Stock. The following table summarizes the total number of shares of Class A Stock subject to the stock options, RSUs, and other stock-based awards that were granted in each indicated year since the inception of the 2013 Equity Plan:

Year

Number of Shares
Subject to Option Grants

Number of Shares
Subject to

Restricted Stock Units

Number of Shares
Subject to Other

Stock-Based Awards⁽¹⁾

2013

600,000

—