DEF 14A of Bit Digital, Inc
Filed Apr 9, 2025 · FY20240001213900-25-030356
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Nominating and Corporate Governance Committee of the Board has recommended that the Board nominate, and the Board has nominated Zhaohui Deng, Erke Huang, Ichi Shih, Jiashu (Bill) Xiong and Brock Pierce each to serve until the next Annual Meeting of Shareholders or until each successor is duly elected and qualified. It is intended that the proxy appointed by the accompanying proxy card will vote for the election, as directors, of the persons named below, unless the proxy card contains contrary instructions.
ELECTION OF DIRECTORS
| Name | Age | Position | | Zhaohui Deng(1)(2)(3) | 56 | Chairman of the Board of Directors | | Erke Huang | 37 | Chief Financial Officer and Director | | Ichi Shih(1)(2)(3) | 55 | Independent Director | | Jiashu (Bill) Xiong | 34 | Director | | Brock Pierce(1)(2)(3) | 44 | Independent Director |
ELECTION OF DIRECTORS
____________ (1) Member of the Compensation Committee with Zhaohui Deng as Chairman. (2) Member of the Nominating and Corporate Governance Committee with Zhaohui Deng as Chairman. (3) Member of the Audit Committee with Ichi Shih as Chairwoman and Audit Committee Financial Expert. The following pages set forth the names of director nominees, their respective principal occupations, positions with the Company, and brief employment history of the past five years, including the names of other publicly held companies of which each serves or has served as a director during the past five years:
Terms of Directors and Officers
Terms of Directors and Officers Our officers are elected by and serve at the discretion of the Board. Our directors may be appointed by the board and appointed and removed by ordinary resolutions passed by shareholders. Our directors are not subject to a set term of office and hold office until they resign or their term of appointment expires. A director will be removed from office automatically if, among other things, the director becomes bankrupt or makes any arrangement or composition with his creditors generally or is found to be or becomes of unsound mind. The Audit Committee is responsible for overseeing the accounting and financial reporting processes of our company and audits of the financial statements of our company, including the appointment, compensation and oversight of the work of our independent auditors. The Compensation Committee reviews and makes recommendations to the board regarding our compensation policies for our officers and all forms of compensation, and also administers our incentive compensation plans and equity-based plans (but our board retains the authority to interpret those plans). The Nominating Committee is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations or elections of directors and other governance issues. The Nominating Committee considers diversity of opinion and experience when nominating directors.
Summary Compensation Table
Summary Compensation Table The following table sets forth the cash and non-cash compensation for awarded to or earned by (i) each individual serving as our principal executive officer and principal financial officer during the fiscal years ended December 31, 2024, 2023 and 2022, and (ii) the three (3) most highly compensated individuals; and who received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the “named executive officers”).
Summary Compensation Table
| Name and Principal Position | Year | Salary | Cash Bonus | Share Awards | Share Based Comp(5) | Non- Equity Incentive Plan Comp | Paid Deferred Comp Earnings | All Other Comp | Total | | Erke Huang, | 2024 | $597,963 | 1,100,000 | 1,045,000(3) | 3,523,650 | | | | $5,221,613 | | CFO and Director(1) | 2023 | $499,459 | 200,000 | 750,000(3) | 2,837,000 | — | — | — | $3,536,459 | | | 2022 | $64,000 | — | — | — | — | — | — | $64,000 | | Sam Tabar, | 2024 | $500,000 | 1,100,000 | 945,000 | 3,222,650 | | | | $4,822,650 | | CEO and previously CSO(2) | 2023 | $500,000 | — | 300,000(4) | 1,239,500 | — | — | — | $1,739,500 | | | 2022 | $500,000 | — | — | — | — | — | — | $500,000 | | Bryan Bullett, | 2024 | $— | — | — | — | — | — | — | $— | | previously CEO(6) | 2023 | $1,125,000 | — | — | — | — | — | — | $1,125,000 | | | 2022 | $500,000 | — | — | — | — | — | — | $500,000 | | Thomas Sanfilippo(7) | 2024 | $102,083 | 100,000 | 429,492(8) | 1,447,388 | — | — | — | $1,649,471 | | | 2023 | $— | — | — | — | — | — | — | $— | | | 2022 | $— | — | — | — | — | — | — | $— |
Summary Compensation Table
____________ (1) Mr. Huang has served as CFO since October 18, 2019 and as Interim CEO from February 2, 2021 until March 31, 2021. On March 31, 2023, with a change in senior management, Mr. Huang’s salary increased to $600,000 per annum, pursuant to an amendment to his employment agreement with the Company, as summarized below under “Employment Agreements.” (2) Mr. Tabar served as CSO from March 31, 2021 to March 31, 2023. On March 31, 2023, Mr. Tabar began to serve as Chief Executive Officer of the Company. (3) In 2024, Mr. Huang was awarded 1,045,000 restricted share units (RSUs) pursuant to his compensation arrangement. In 2023, Mr. Huang was awarded 750,000 restricted share units (RSUs) pursuant to his compensation arrangement. 300,000 RSUs awarded to Mr. Huang were granted under the Company’s 2021 Second Omnibus Equity Incentive Plan and 450,000 RSUs awarded to Mr. Huang were granted under the Company’s 2023 Omnibus Equity Incentive Plan. (4) In 2024, Mr. Tabar was awarded 945,000 RSUs pursuant to his compensation agreement. In 2023, Mr. Tabar was awarded 300,000 RSUs pursuant to his compensation arrangement with Bit Digital under the Company’s 2021 Second Omnibus Equity Incentive Plan. (5) The “Share Based Comp” column represents the aggregate grant date fair value for RSUs granted under the Company’s 2021 Omnibus Equity Incentive Plan and 2023 Omnibus Equity Incentive Plan during fiscal year 2024 and 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (“ASC 718”). See Note 2 to our consolidated financial statements for details on the assumptions used to determine the grant date fair value of the restricted share units. As of December 31, 2024, fair value of the vested and issued RSUs, based on the closing price on the vesting date, for Messrs. Huang, and Tabar was $3,523,650 and $3,222,650, respectively. As of December 31, 2023, fair market value of the vested and issued RSUs, based on the closing price on the vesting date, for Messers Huang and Tabar, was $2,387,000 and $1,239,500, respectively. (6) Mr. Bullett served as Chief Executive Office from March 31, 2021 to March 31, 2023. Compensation for 2024 was made pursuant to Mr. Bullett’s Advisory Agreement as a consultant. (7) Mr. Sanfilippo began to serve as Chief Technology Officer of WhiteFiber AI in September 2024. (8) In 2024, Mr. Sanfilippo was awarded 429.492 RSUs pursuant to his compensation agreement. The RSUs awarded to Mr. Sanfilippo were granted under the Company’s 2023 Omnibus Equity Incentive Plan. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| Name | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | No. of Ordinary Shares or Units of Ordinary Shares that Have Not Vested | Market Value of Ordinary Shares or Units of Ordinary Shares that have not Vested ($) | Equity Incentive Plan Awards: No. of Unearned Ordinary Shares, Units or Other Rights That Have Not Vested | | | Exercisable | Un-exercisable | | | | | | | none | | | | | | | |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Board did not consider the pay versus performance disclosure below in making its pay decisions for the year shown. For the most recently completed fiscal year, as a smaller reporting company, the Company was exempt from providing peer group total shareholder return (TSR) and did not use any “financial performance measures” as defined Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for a “Company-Selected Measure” or “Peer Group TSR” as defined in Item 402(v) of Regulation S-K. As described in more detail above under “Summary Compensation Table,” the Company’s executive compensation program reflects a performance-driven compensation philosophy and the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Pay Versus Performance Disclosure
| Year(1) | Summary Compensation Table Total for PEO Tabar(2) | Summary Compensation Table Total for Former PEO Bullet(2) | Compensation Actually Paid to PEO Tabar(3) | Compensation Actually Paid to PEO Bullet(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”)(6) | Net Income (Loss) (in actuals, USD)(7) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (h) | | 2024 | $4,822,650 | Not applicable | $4,822,650 | Not applicable | $3,435,542 | $3,341,054 | $(51.81) | $28,305,810 | | 2023 | $1,614,500 | $1,125,000 | $1,614,500 | $1,125,242 | $1,830,730 | $1,830,850 | $(30.43) | $(13,893,281) | | 2022 | Not applicable | $500,000 | Not applicable | $249,875 | $282,000 | $156,938 | $(90.13) | $(105,296,603) |
Pay Versus Performance Disclosure
(1) We are a smaller reporting company pursuant to Rule 405 of the Securities Act, and as such, we are only required to include information for the past three fiscal years in this table. (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for Sam Tabar (our CEO from March 31, 2023) and Bryan Bullett (our former CEO until March 31, 2023). The “Total” column of the Summary Compensation Table (“SCT”) refers to “Executive Compensation — Summary Compensation Table for Fiscal 2024, 2023, and 2022 herein. (3) The dollar amounts reported for Compensation Actually Paid (“CAP”) in column (c) reflects the total compensation reported in column (b) for the applicable year adjusted to include or exclude the amounts shown in the tables below for the Company’s PEOs, as computed in accordance with Item 402(v) of Regulation S-K:
Pay Versus Performance Disclosure
| Reconciliation of SCT to CAP – PEO Tabar | | | | | | | Fiscal Year | Summary Compensation Table Total for PEO Tabar | Equity Award Adjustments | | | | | | | Deduct: | Add: | Total Equity Award Adjustments | Compensation Actually Paid to PEO | | | | Value of Equity Awards Reported in Summary Compensation Table | Vesting Date Fair Value of Awards Granted and Vested During the Year | | | | | ($) | ($)(a) | ($)(b) | ($)(b) | ($) | | 2024 | 4,822,650 | (3,222,650) | 3,222,650 | 3,222,650 | 4,822,650 | | 2023 | 1,614,500 | (1,239,500) | 1,239,500 | 1,239,500 | 1,614,500 |
Pay Versus Performance Disclosure
____________ (a) The amount in this column corresponds with the full grant date fair value, calculated in accordance with ASC 718, of “Stock Awards” for our PEO Tabar as reported in our Summary Compensation Table above. (b) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in these columns were determined by reference to the closing price of our Ordinary Shares on the applicable vesting date.
Pay Versus Performance Disclosure
| Reconciliation of SCT to CAP – Former PEO Bullett | | | | | | | Fiscal Year | Summary Compensation Table Total for PEO Bullett | Equity Award Adjustments | | Total Equity Award Adjustments | Compensation Actually Paid to PEO | | | | Deduct: | Add/(Deduct): | | | | | | Year Over Year Change in Fair Value of Outstanding and Unvested Awards | Change in Fair Value of Awards Granted in Prior Years which Vested During the Year | | | | | ($) | ($)(a) | ($)(a) | ($)(a) | ($) | | 2023 | 1,125,000 | — | 242 | 242 | 1,125,242 | | 2022 | 500,000 | (27,559) | (222,565) | (250,125) | 249,875 |
Pay Versus Performance Disclosure
(a) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in these columns were determined by reference to the closing price of our Ordinary Shares on the applicable year end date and/or vesting date. (4) The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. Refer to “Executive Compensation — Summary Compensation Table for Fiscal 2024, 2023 and 2022” herein. The NEO (excluding our PEO) included for purposes of calculating the average amounts in each applicable year is Erke Huang for Fiscal 2024, 2023, and 2022, Sam Tabar for Fiscal 2022 and Fiscal 2023 until March 30, 2023 and Thomas Sanfilippo for Fiscal 2024. (5) The dollar amounts reported in column (e) reflect the average compensation reported in column (d) for the applicable year adjusted to include or exclude the amounts shown in the tables below for the Company’s NEOs, as computed in accordance with Item 402(v) of Regulation S-K:
Pay Versus Performance Disclosure
| Reconciliation of Average Summary Compensation Table Total Compensation for Non-CEO NEOs to CAP | | | | | | | | | | Fiscal Year | Average Summary Compensation Table Total for Non-CEO NEOs | Equity Award Adjustments | | | | | Total Equity Award Adjustments | Average Compensation Actually Paid to Non-CEO NEOs | | | | Deduct: | Add: | Deduct: | Add: | Add/(Deduct): | | | | | | Value of Equity Awards Reported in Summary Compensation Table | Year End Fair Value of Awards Granted During the Year which were Unvested at Year End | Year Over Year Change in Fair Value of Outstanding and Unvested Awards | Vesting Date Fair Value of Awards Granted and Vested During the Year | Change in Fair Value of Awards Granted in Prior Years which Vested During the Year | | | | | ($) | ($)(a) | ($)(b) | ($)(b) | ($)(b) | ($)(b) | ($) | ($) | | 2024 | 3,435,542 | (2,485,519) | 629,206 | — | 1,761,825 | — | 2,391,031 | 3,341,054 | | 2023 | 1,830,730 | (2,038,250) | — | — | 2,038,250 | 121 | 2,038,371 | 1,830,850 | | 2022 | 282,000 | — | — | (13,780) | — | (111,283) | (125,062) | 156,938 |
Pay Versus Performance Disclosure
____________ (a) The amount in this column corresponds with the full grant date fair value, calculated in accordance with ASC 718, of “Stock Awards” for our non-PEO NEOs as reported in our Summary Compensation Table above. (b) The equity award adjustments were calculated in accordance with the SEC methodology for determining CAP for each year shown. The amounts in these columns were determined by reference to the closing price of our Ordinary Shares on the applicable year end date and/or vesting date. (6) The Company did not pay any dividends on Ordinary Shares during the measurement period. Accordingly, cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (7) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. The Company does not use net (loss) income as a performance measure in its executive compensation program.
Compensation Actually Paid and Performance Measures
Compensation Actually Paid and Performance Measures The charts below show, for the past three years, the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs as a group to (i) the Company’s cumulative TSR; and (ii) the Company’s net loss. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Director Compensation
Director Compensation The remuneration of our directors shall from time to time be determined by the Company in a general meeting. Each director is entitled to be repaid or prepaid for all traveling, hotel and other expenses incurred by them in going to, attending and returning from meetings of our board of directors or committees of our board of directors or general meetings or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the directors from time to time, or a combination partly of one such method and partly the other. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. Our board of directors may exercise all the powers of the company as are not, by the Companies Act or our articles of association, required to be exercised by the Company in general meeting, subject nevertheless, to any clause of our articles of association and the provisions of the Companies Act. In the future we may grant restricted share units or options to our directors to purchase Ordinary Shares as determined by our Board of Directors or a compensation committee. The Board of Directors may also review and determine the form and amount of directors’ compensation, including cash, equity based awards and other director compensation to maintain a transparent and readily understandable director compensation which ensures that the directors continue to receive fair and appropriate compensation for the time commitment required to discharge their duties for a company of our size. The Company and its independent directors, Ms. Ichi Shih and Zhaohui Deng, entered into director agreements pursuant to which the Company agreed to pay each director one thousand ($1,000) dollars per quarter for serving on the Board for a one-year period, subject to a one-year renewal. In 2021, the Board also authorized one-time 10,000 RSUs award with immediate vesting to Ms. Ichi for her services pursuant to the Company’s 2021 Omnibus Equity Incentive Plan. In October 2022, 30,000 RSUs were awarded under the Second 2021 Omnibus Equity Incentive Plan with immediate vesting for her services as Chairman of the Audit Committee during 2022. In December 2023, 30,000 RSUs were awarded under the Second 2021 Omnibus Equity Incentive Plan with immediate vesting for her services as Chairman of the Audit Committee during 2023. Pursuant to Ms. Ichi’s Director Agreement dated December 8, 2023, a payment of $20,000 was made in November 2024, along with a grant of 30,000 RSUs under the 2023 Omnibus Equity Incentive Plan, which vested immediately, for her services as Chairwoman of the Audit Committee during 2024. The Company shall also reimburse each director for reasonable and approved expenses incurred by him or her in connection with the performance of their duties under the director agreements. As an independent director, Mr. Pierce, through an entity for which he serves on the Company’s Board, was awarded 20,000 RSUs with immediate vesting pursuant to the Company’s 2021 Omnibus Equity Incentive Plan. He will be provided with additional compensation for any renewal of at least the initial 20,000 RSUs award. He is eligible for additional compensation, from time to time, at the discretion of the Board. His term was one year and was initially renewed for a one-year renewal year re-election by a majority of the shareholders of the Company at the July 29, 2022 Annual General Meeting and has subsequently been renewed at the October 2, 2024 Annual General Meeting. In March 2024, 40,000 RSUs were awarded under the 2023 Omnibus Equity Incentive Plan with immediate vesting. In January 2025, 20,000 RSUs were awarded under the 2023 Omnibus Equity Incentive Plan with immediate vesting As recommended by the Company’s Nominating and Corporate Governance Committee, the Company entered into a Director Agreement with Jiashu (Bill) Xiong (“Xiong”), pursuant to which Xiong was elected as a member of the Company’s Board of Directors, effective October 13, 2023. Mr. Xiong is receiving cash compensation for his services on the Board equal to $4,000 a year paid on a quarterly basis. Xiong is also receiving an annual salary of $68,000 from Bit Digital Canada, Inc., as the Company’s IT Director. While Xiong is a member of the Board and for a twelve-month period following termination of the Director Agreement, he cannot have any connections with any business or venture that competes, directly or indirectly, with the Company. For a period of three (3) years from termination of the Director Agreement, Xiong is prohibited from interfering with the Company’s relationship with or seek to have any employee or customer of the Company leave the Company.
Director Compensation
| Name | Fees Earned or Paid in Cash | Equity Awards* | Total ($) | | Zhaohui Deng | $4,000 | $— | $4,000 | | Ichi Shih | $20,000 | $162,600 | $182,600 | | Brock Pierce | $4,000 | $110,400 | $114,400 | | Jiiashu (Bill) Xiong | $4,000 | $— | $4,000 | | Erke Huang | $4,000 | $— | $4,000 | | Total: | $36,000 | $273,000 | $309,000 |
Director Compensation
* It represents the aggregate grant date fair value for RSUs granted during fiscal year 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (“ASC 718”). See Note 2 to our consolidated financial statements for details on the assumptions used to determine the grant date fair value of the restricted share units (“RSUs”). The fair value of the vested and issued RSUs is based on the closing price on the vesting date. There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which each independent director had, or will have, a direct or indirect material interest.