DEF 14A of American Bitcoin Corp., Apr 27, 2026

DEF 14A of American Bitcoin Corp.

Filed Apr 27, 2026 · FY20250001193125-26-178754

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, stockholders will vote to elect Asher Genoot as the Class I director for a three-year term of office expiring at the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal. We currently have five directors on our board of directors, comprising one Class I director, two Class II directors, and two Class III directors. Asher Genoot currently serves as our Class I director. The board of directors has nominated Mr. Genoot for re-election as the Class I director at the Annual Meeting. In the event that Mr. Genoot becomes unavailable or declines to serve as our Class I director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. We do not expect that Mr. Genoot will be unavailable or will decline to serve. In determining that Mr. Genoot should be nominated for re-election, our board of directors considered his service, business experience, prior directorships, qualifications, attributes, and skills described in the biography set forth below under “Corporate Governance—Executive Officers and Directors—Asher Genoot.”

  2. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation earned for the fiscal years ended December 31, 2025 and 2024 for services rendered to us following the closing of the Mergers on September 3, 2025 and to Gryphon prior to the closing of the Mergers, as applicable, by persons who served as named executive officers.

  3. Summary Compensation Table

    | Name and Principal Position | Fiscal Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Michael Ho, Chief Executive Officer(3) | 2025 | — | — | — | — | — | — | | Asher Genoot, Executive Chairman(4) | 2025 | — | — | — | — | — | — | | Matt Prusak, President and Interim Chief Financial Officer(5) | 2025 | 76,923(5) | 500,000 | — | — | — | 576,923 | | Steve Gutterman, Former Chief Executive Officer | 2025 | 300,000 | — | — | — | 737,164(6) | 1,037,164 | | | 2024 | 128,365 | 129,452 | 1,047,363 | — | 41,885(7) | 1,347,065 | | Simeon Salzman, Former Chief Financial Officer | 2025 | 183,333 | — | — | — | 137,500(8) | 320,833 | | | 2024 | 218,926 | 137,500 | — | — | — | 356,426 | | Eric Gallie, Former Senior Vice President | 2025 | 107,422 | — | — | — | 139,060(9) | 246,482 | | | 2024 | 9,649 | 20,833 | 238,500 | — | — | 268,982 |

  4. Summary Compensation Table

    (1) For Messrs. Ho, Genoot, and Prusak, compensation, if any, paid by Historical ABTC prior to the closing of the Mergers has been omitted. (2) The stock awards column reflects the aggregate grant date fair value of the equity awards granted computed in accordance with FASB ASC Topic 718. (3) We did not approve or pay any compensation to Mr. Ho for fiscal year 2025, as the board of directors determined that Mr. Ho would forgo compensation for such year with the expectation that compensation would be established for fiscal year 2026. Accordingly, no amounts are reported for fiscal year 2025 in this table. (4) We did not approve or pay any compensation to Mr. Genoot for fiscal year 2025, as the board of directors determined that Mr. Genoot would forgo compensation for such year with the expectation that compensation would be established for fiscal year 2026. Accordingly, no amounts are reported for fiscal year 2025 in this table. (5) Reflects Mr. Prusak’s base salary paid from the closing of the Mergers through December 31, 2025. Mr. Prusak’s annualized base salary for fiscal year 2025 was $250,000. (6) Reflects severance payments and benefits of (i) a lump sum payment of $450,000, representing one times Mr. Gutterman’s annual base salary, (ii) a lump sum payment of $62,164, representing twelve (12) months of Mr. Gutterman’s monthly cost for health and welfare benefits, and (iii) a lump sum payment of $225,000, representing one-half of Mr. Gutterman’s target annual bonus for 2025, paid pursuant to the Mr. Gutterman’s separation agreement, dated September 3, 2025 and described below under “—Narrative Disclosure of Summary Compensation Table.” (7) Reflects fees earned for service on Gryphon’s board of directors. (8) Reflects severance payments of (i) $91,667 in respect of Mr. Salzman’s base salary and (ii) $45,833 in respect of Mr. Salzman’s target annual bonus for 2025, in each case, paid in installments through December 31, 2025, pursuant to Mr. Salzman’s separation agreement, dated September 3, 2025 and described below under “—Narrative Disclosure of Summary Compensation Table.” (9) Reflects severance payments in respect of Mr. Gallie’s base salary paid in installments through December 31, 2025, pursuant to Mr. Gallie’s separation agreement, dated September 3, 2025 and described below under “—Narrative Disclosure of Summary Compensation Table.”

  5. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 There were no outstanding stock options or stock awards held by any of our named executive officers as of December 31, 2025.

  6. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our current executive officers are not eligible to receive severance payments or benefits in connection with a termination of employment or a change in control and were not eligible to receive any such payments or benefits as of December 31, 2025. The Gryphon Executives were eligible to receive severance payments and benefits under the terms of their individual employment arrangements, as described above under “—Narrative Disclosure to Summary Compensation Table.” Pursuant to the terms and conditions of a separation and release agreement, each Gryphon Executive received severance payments and benefits in connection with the termination of their employment effective as of the closing of the Mergers on September 3, 2025, which payments and benefits are described below.

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation that we paid or awarded to our non-executive directors from January 1, 2025 through December 31, 2025. Messrs. Ho, Genoot, and Gutterman did not receive any additional compensation in connection with their role as directors of the Company and Gryphon, respectively. Messrs. Vaiopoulos, Chang, and Grigorin, and Mmes. Kaiser, Billingsley, and Cox, who are all former directors of Gryphon, each received cash fees for their service as directors while serving as directors.

  8. DIRECTOR COMPENSATION

    | Name | Total Fees Earned or Paid in Cash ($) | | Michael Broukhim(1) | — | | Richard Busch(1) | — | | Justin Mateen(1) | — | | Jimmy Vaiopoulos(2) | 54,000 | | Brittany Kaiser(2) | 56,667 | | Jessica Billingsley(2) | 62,437 | | Robby Chang(2) | 40,500 | | Heather Cox(2) | 55,688 | | Daniel Tolhurst(3) | 25,000 | | Dan Grigorin(2) | 40,500 |

  9. DIRECTOR COMPENSATION

    (1) We did not approve or pay any compensation to our non-employee directors for fiscal year 2025, as the board of directors determined that directors would forgo compensation for such year with the expectation that director compensation would be established for fiscal year 2026. Accordingly, no amounts are reported for fiscal year 2025 in this table. (2) Messrs. Vaiopoulos, Chang, and Grigorin, and Mmes. Kaiser, Billingsley, and Cox resigned from Gryphon’s board of directors in connection with the closing of the Mergers on September 3, 2025. (3) Mr. Tolhurst resigned from Gryphon’s board of directors, effective June 12, 2025.

  10. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables and related disclosures provide information about the relationship between executive compensation and certain measures of our financial performance for our principal executive officers (the “PEOs”) and our other named executive officers (the “Non-PEO NEOs”). This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee or CEO, as applicable, make compensation decisions.

  11. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO Jessica Billingsley(1) | Compensation Actually Paid to PEO Jessica Billingsley(2) | Summary Compensation Table Total for PEO Rob Chang(1) | Compensation Actually Paid to PEO Rob Chang(2) | Summary Compensation Table Total for PEO Steve Gutterman(1) | Compensation Actually Paid to PEO Steve Gutterman(2) | | 2025 | N/A | N/A | N/A | N/A | $1,037,164 | $1,857,987 | | 2024 | $1,181,142 | $1,121,460 | $374,774 | $315,092 | $1,347,062 | $1,025,411 | | 2023 | $430,164 | $430,164 | N/A | N/A | N/A | N/A |

  12. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO Michael Ho(1) | Compensation Actually Paid to PEO Michael Ho(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(4) | ABTC Total Shareholder Return(5) | GAAP Net Income ($M) (6) | | 2025 | $0 | $0 | $286,060 | $212,604 | $2.46 | ($153.2) | | 2024 | N/A | N/A | $340,741 | $388,575 | $2.90 | ($21.3) | | 2023 | N/A | N/A | $273,626 | $273,626 | $63.03 | ($28.6) |

  13. PAY VERSUS PERFORMANCE

    (1) Ms. Billingsly served as the PEO of Akerna Corp. for 2023 and until its merger with Gryphon Digital Mining, Inc. in January 2024. Mr. Chang served as the PEO from the merger of Akerna Corp. and Gryphon Digital Mining, Inc. in January 2024 until September 2024. Mr. Gutterman served as the PEO from September 2024 until closing of the Mergers in September 2025. Mr. Ho served as the PEO from the closing of the Mergers in September 2025 to present. The amounts reported under the “Summary Compensation Table Total” reflect the total compensation amounts reported in the “Summary Compensation Table” for each of our PEOs for each respective year in which such individual served as PEO for any portion of the year. (2) The amounts reported in these columns represent the compensation actually paid (“CAP”) to our PEOs for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their respective total compensation reported in the “Summary Compensation Table” for the indicated fiscal years and adjusted as shown in the tables below:

  14. PAY VERSUS PERFORMANCE

    | 2025 PEOs | Steve Gutterman | Michael Ho | | SCT Total | $1,037,164 | — | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | — | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | — | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | — | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $958,547 | — | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($137,723) | — | | Compensation Actually Paid | $1,857,987 | — |

  15. PAY VERSUS PERFORMANCE

    Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate these fair values did not materially differ from those disclosed at the time of grant. (3) The amounts reported under the “Average Summary Compensation Table Total” reflect the average of the total compensation amounts reported in the “Summary Compensation Table” for each of our Non-PEO NEOs in the indicated year. The Non-PEO NEOs for 2023 were Ray Thompson, David McCullough, and L. Dean Ditto. The Non-PEO NEOs for 2024 were Simeon Salzman and Eric Gallie. The Non-PEO NEOs for 2025 were Asher Genoot, Matt Prusak, Simeon Salzman, and Eric Gallie. (4) The amounts reported in this column represent the CAP to our Non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the “Summary Compensation Table” for the indicated fiscal year and adjusted as shown in the table below:

  16. PAY VERSUS PERFORMANCE

    | 2025 NEOs | | | SCT Total | $286,060 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($23,368) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($50,088) | | Compensation Actually Paid | $212,604 |

  17. PAY VERSUS PERFORMANCE

    Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate these fair values did not materially differ from those disclosed at the time of grant. (5) Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in common stock of Akerna Corp. (predecessor to Gryphon) on December 31, 2022. Values reflect the 1:20 split at the time that Akerna Corp. merged with Gryphon Digital Mining, Inc. and the 1:5 split in connection with the closing of the Mergers. (6) Net income in 2023 and 2024 reflects the amount disclosed in prior Pay Versus Performance disclosure filed by Gryphon in its Annual Report on Form 10-K for period ended December 31, 2024. Net income in 2025 reflects the amount disclosed in our Annual Report.

  18. Compensation Actually Paid versus Performance Measures

    Compensation Actually Paid versus Performance Measures CAP, as calculated pursuant to Item 402(v) of Regulation S-K, reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals. Below are graphs showing the relationship between CAP to our PEOs and average CAP for our other Non-PEO NEOs for fiscal years 2023, 2024, and 2025 to (i) our total stockholder return ("TSR") and (ii) our net income.