| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 24, 2021, Bakkt Holdings, Inc. (the “Company”) issued letters (the “Anticipated Grant Letters”) to certain of its employees, including Gavin Michael, the Company’s Chief Executive Officer, and Andrew LaBenne, the Company’s Chief Financial Officer, as previously approved by the Company’s Compensation Committee (the “Compensation Committee”), in relation to future grants of awards under the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”).
Pursuant to the Anticipated Grant Letters, subject to the Company filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “S-8”) for the 2021 Plan and to the relevant executive officer’s continued employment with the Company as of the grant date, the Company has committed to grant to the applicable executive officer certain restricted stock units that will vest on or about May 15, 2022 (“Merger Incentive RSUs”). Such Merger Incentive RSUs are intended to compensate the relevant executive officers for contributions to the Company during 2021, particularly in relation to the Company’s business combination consummated on October 15, 2021. Such executive officers joined the Company at a time when no additional equity incentive grants could be made. Further, the 2021 Plan places limitations on the grant of equity incentives with a vesting date of less than one year from the date of grant. Therefore, the Compensation Committee determined it would be in the best interest of the Company and its stockholders to make grants of Merger Incentive RSUs, as additional grants with future vesting dates, to partially compensate such executive officers for their period of service during which no equity incentives were granted and no vesting credit was provided due to limitations in the Company’s equity incentive plans.
The Merger Incentive RSUs are in addition to previously contemplated awards of restricted stock units (“Go-Forward Award RSUs”) as set forth in the executives’ employment agreements (the “Employment Agreements”). As a result, it is anticipated that the named executives will be granted the number of RSUs listed in the table below, subject to the vesting and other conditions described herein.
| | | | | | | | | | |
Name | | Position | | Go-Forward Award RSUs | | | Merger Incentive RSUs | |
Gavin Michael | | Chief Executive Officer | | | 4,164,000 | | | | 694,000 | |
Andrew LaBenne | | Chief Financial Officer | | | 400,000 | | | | 66,667 | |
Consistent with the provisions of the Employment Agreements, the Anticipated Grant Letters specify that the relevant executives will continue to be granted Go-Forward Award RSUs in the amounts provided above, as provided for under the Employment Agreements, fifty percent (50%) of which will be in the form of time-based vesting restricted stock units that will vest in three equal annual installments on the first three anniversaries of the grant date, and the remaining fifty percent (50%) of which will be in the form of performance-based stock units (“PRSUs”) that will vest over the same three-year period, to the extent applicable performance conditions have been satisfied. The performance criteria for the PRSUs have not been established by the Company’s Compensation Committee, but it is anticipated that such criteria will be established prior to the date of grant, which is expected to occur in late December 2021, after the filing of the S-8.
The foregoing description is qualified in its entirety by reference to the Letters, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, as well as the 2021 Plan and the Employment Agreements of Mr. Michael and Mr. LaBenne, filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K.
