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in November 2022, to retain and motivate Messrs. Lang and Shao, and to provide them with additional equity ownership opportunity and performance-based incentives to further align their long-term interests with those of our stockholders, stock options to purchase 15,000 shares and 20,000 shares of our Class A Stock to Messrs. Lang and Shao, respectively. The Compensation Committee determined to make these awards to Messrs. Lang and Shao in recognition of their importance to the Company’s enterprise software and bitcoin acquisition strategies, and with the expectation that they will continue to make important contributions toward executing these strategies. The sizes of the awards were determined based on their respective roles and responsibilities and long-term potential to enhance stockholder value. The Compensation Committee expects to take these awards into account when making decisions about equity compensation to Messrs. Lang and Shao in 2023. |
In each case, the awards were granted on the terms and conditions as described above.
Additionally, several executive officers were granted equity awards 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, 100,000, and 40,000 shares of our Class A Stock in 2015, 2017, 2018, 2019, and 2021, respectively, and RSUs for 1,000 shares of our Class A Stock in 2020; Mr. Adkisson received stock options to purchase 7,500, 12,500, and 7,500 shares of our Class A Stock in 2019, 2020, and 2021, respectively, and RSUs for 800 and 40 shares of our Class A Stock in 2020 and 2021, respectively; Mr. Lang received stock options to purchase 50,000, 30,000, 40,000, 20,000, and 20,000 shares of our Class A Stock in 2015, 2017, 2018, 2019, and 2021, respectively, and RSUs for 1,000 shares of our Class A Stock in 2020; and Mr. Shao received stock options to purchase 20,000, 10,000, 25,000, 20,000, and 20,000 shares of our Class A Stock in 2014, 2015, 2018, 2019, and 2021, respectively, and RSUs for 1,000 shares of our Class A Stock in 2020.
We believe that stock option awards, RSUs, discretionary and sales management variable cash bonus arrangements, and our sales performance incentive fund 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.
At our Annual Meeting, stockholders will be asked to approve the 2023 Equity Plan, which, if approved, will authorize the issuance of 200,000 new shares for equity award grants, supersede the 2013 Equity Plan, and constitute the incentive plan under which we will grant equity awards to our executive officers in future periods. For additional information, see “Proposal 2—Approval of the MicroStrategy Incorporated 2023 Equity Incentive Plan.”
Perquisites and Other Personal Benefits
In 2022, we provided the executive officers with perquisites and other personal benefits that the Compensation Committee and the CEO, or President & CEO, as applicable, 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 Executive Chairman) 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 Executive Chairman) 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. Certain of our executive officers are eligible to participate in this program.
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MICROSTRATEGY | 2023 Proxy Statement |
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