How much did the top executives receive in compensation for 2000?

The filing's Summary Compensation Table shows 2000 salaries of $150,000 for Michael J. Saylor, $115,000 for Sanju K. Bansal, $131,250 for Eric F. Brown (from February 2000), and $125,000 for Stephen S. Trundle. Bonuses varied, with Eric D. Driscoll receiving $72,365 and Joseph P. Payne $75,000. Directors receive no cash fees.

Did the Company pay legal fees for executives involved in the restatement matters?

Yes. The filing states that, using part of insurance proceeds from the proceedings, the Company paid $1,009,360 for Michael J. Saylor's separate counsel and $334,553 for Sanju K. Bansal's separate counsel during 2000. Both were named defendants in a class action and shareholder derivative action and were subjects of an SEC investigation regarding the restatement of 1999, 1998 and 1997 results.

What related-party business did the Company have with a board member's company?

The Company had a business alliance agreement dated December 30, 1999 with Wheelhouse Corporation, of which director Frank A. Ingari is a founding stockholder and board chairman. Wheelhouse acquired certain development software and training technology and may sell Company products as a sales agent, earning a 1.5% finder's fee on referred license fees. Wheelhouse paid the Company approximately $374,000 in 2000 and about $21,000 through March 31, 2001, and the Company paid Wheelhouse about $1,200 in 2000 and about $18,000 through March 31, 2001 for unrelated consulting.

What stock options were granted to executives and directors in 2000?

Eric F. Brown received 500,000 Class A options at $21.00 and 100,000 SDC options at $2.75. Stephen S. Trundle received 125,000 Class A options in the Summary table with 150,000 SDC options. Outside directors received options for 120,000 Class A shares under the 1997 Director Option Plan. The options generally vest over five years and expire ten years from grant.

What is the current share count and public float?

As of May 1, 2001, the Company had 31,100,485 shares of Class A common stock and 50,975,624 shares of Class B common stock outstanding. The aggregate market value of voting stock held by non-affiliates was approximately $174.2 million, based on the Class A closing price on the Nasdaq National Market on that date.

Strategy 10-K FY2000 Annual Report — Revenue, Net Income, EPS

01—Abstract

Summary

Summary of the 10-K/A filed June 22, 2001. Cited figures are marked; the original filing is the authoritative source.

This amended Form 10-K/A from MicroStrategy Incorporated (now Strategy Inc) for the fiscal year ended December 31, 2000 is limited to Part III information.

It supplies executive compensation, option grant and exercise data, director compensation, and related-party transactions for the Named Executive Officers, and it does not contain full financial statements or business and risk disclosures. The filing reports that Michael J. Saylor, Chairman and CEO, and Sanju K.

Bansal, Vice Chairman and COO, received no bonus in 2000 beyond salaries of $150,000^a and $115,000, respectively. Eric F. Brown, President and CFO, was granted 500,000 Class A options at $21.00 and joined in February 2000.

Stephen S. Trundle and Eric D. Driscoll also received option grants, and Joseph P.

Payne resigned from the Company on February 28, 2001. The filing discloses that the Company paid approximately $1,009,360^b and $334,553 in 2000 legal fees on behalf of Mr. Saylor and Mr. Bansal, who were defendants in a class action and shareholder derivative action and subjects of an SEC investigation tied to the restatement of 1999, 1998 and 1997 results. It also describes a business alliance with Wheelhouse Corporation, whose chairman, director Frank A.

Ingari, sits on the Compensation Committee. Wheelhouse paid the Company approximately $374,000^c in 2000. As of May 1, 2001, 31,100,485 Class A and 50,975,624 Class B shares were outstanding, and non-affiliate market value was approximately $174.2 million.

02—Key points

Key Highlights

Filing is a Part III amendment (Form 10-K/A) covering Items 11 and 13 for fiscal year 2000
Chairman and CEO Michael J. Saylor and Vice Chairman and COO Sanju K. Bansal each received 2000 salaries of $150,000 and $115,000, with no 2000 bonus or option grants
Eric F. Brown, President and CFO, received 500,000 Class A options at $21.00 per share and 100,000 Strategy.com (SDC) options at $2.75 per share
The Company paid $1,009,360 (Saylor) and $334,553 (Bansal) in legal fees for separate counsel tied to the restatement of 1997-1999 results and related class action, derivative, and SEC matters
Wheelhouse Corporation, chaired by director Frank A. Ingari, paid the Company approximately $374,000 in 2000 under a business alliance agreement
Class A common stock closing price on December 31, 2000 was $9.50 on the Nasdaq National Market
Non-affiliate market value of voting stock was approximately $174.2 million as of May 1, 2001; 31,100,485 Class A and 50,975,624 Class B shares were outstanding

03—Questions

Frequently Asked Questions

How much did the top executives receive in compensation for 2000?
The filing's Summary Compensation Table shows 2000 salaries of $150,000 for Michael J. Saylor, $115,000 for Sanju K. Bansal, $131,250 for Eric F. Brown (from February 2000), and $125,000 for Stephen S. Trundle. Bonuses varied, with Eric D. Driscoll receiving $72,365 and Joseph P. Payne $75,000. Directors receive no cash fees.
Did the Company pay legal fees for executives involved in the restatement matters?
Yes. The filing states that, using part of insurance proceeds from the proceedings, the Company paid $1,009,360 for Michael J. Saylor's separate counsel and $334,553 for Sanju K. Bansal's separate counsel during 2000. Both were named defendants in a class action and shareholder derivative action and were subjects of an SEC investigation regarding the restatement of 1999, 1998 and 1997 results.
What related-party business did the Company have with a board member's company?
The Company had a business alliance agreement dated December 30, 1999 with Wheelhouse Corporation, of which director Frank A. Ingari is a founding stockholder and board chairman. Wheelhouse acquired certain development software and training technology and may sell Company products as a sales agent, earning a 1.5% finder's fee on referred license fees. Wheelhouse paid the Company approximately $374,000 in 2000 and about $21,000 through March 31, 2001, and the Company paid Wheelhouse about $1,200 in 2000 and about $18,000 through March 31, 2001 for unrelated consulting.
What stock options were granted to executives and directors in 2000?
Eric F. Brown received 500,000 Class A options at $21.00 and 100,000 SDC options at $2.75. Stephen S. Trundle received 125,000 Class A options in the Summary table with 150,000 SDC options. Outside directors received options for 120,000 Class A shares under the 1997 Director Option Plan. The options generally vest over five years and expire ten years from grant.
What is the current share count and public float?
As of May 1, 2001, the Company had 31,100,485 shares of Class A common stock and 50,975,624 shares of Class B common stock outstanding. The aggregate market value of voting stock held by non-affiliates was approximately $174.2 million, based on the Class A closing price on the Nasdaq National Market on that date.

04—Continue

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