DEF 14A of WhiteFiber, Inc.
Filed Oct 21, 2026 · FY20250001213900-26-111410
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, Sam Tabar, Pruitt Hall, Michael Rulf, Ichi Shih, and Jiashu (Bill) Xiong to each be re-elected as a director of the Company to hold office in accordance with the Articles until the next annual general meeting of the Company.
Director Nominees
Director Nominees The following table sets forth the individuals who are nominated for re-election as directors and their respective ages as of October 21, 2026.
Director Nominees
| Name | Age | Position | | Sam Tabar | 54 | Chief Executive Officer and Director Nominee | | Pruitt Hall(1)(2)(3) | 67 | Independent Director Nominee | | Michael Rulf(2)(3) | 55 | Independent Director Nominee | | Ichi Shih(1)(2)(3) | 55 | Independent Director Nominee | | Jiashu (Bill) Xiong(1)(2)(3) | 34 | Independent Director Nominee |
Director Nominees
____________ (1) Member of the Audit Committee with Ichi Shih as Audit Committee Chair and Audit Committee Financial Expert. (2) Member of the Compensation Committee with Pruitt Hall as Compensation Committee Chair. (3) Member of the Nominating and Corporate Governance Committee with Jiashu (Bill) Xiong as Nominating and Corporate Governance Committee Chair. 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: Sam Tabar. Sam Tabar was appointed to serve as a director of WhiteFiber, beginning August 1, 2026. Mr. Tabar has served as WhiteFiber’s Chief Executive Officer since February 2025. Mr. Tabar served as Chief Strategy Officer of Bit Digital from March 31, 2021 to March 31, 2023, when he was appointed Chief Executive Officer of Bit Digital. Mr. Tabar was an independent contractor for Centerboard Securities LLC, as a FINRA registered representative, from June 2020 until his resignation on March 31, 2023. Prior thereto, Mr. Tabar served as the Co-Founder and Chief Strategy Officer of Fluidity from April 2017 to June 2020. Prior to this, he served as a Partner to FullCycle Fund from December 2015 to April 2017. Prior to this, he served as Director and Head of Capital Strategy (Asia Pacific Region) for Bank of America Merrill Lynch from February 2010 to January 2011. Prior to this, he was Co-Head of Marketing at Sparx Group from March 2004 to 2010. Prior to this, he was an associate at Skadden, Arps, Meagher, Flom LLP & Affiliates from May 2001 to March 2004. Mr. Tabar received his Bachelor of Arts from Oxford University in 2000 and received his Master of Law (LL.M.) from Columbia University School of Law in 2001. He was associate editor of the Columbia Law Business Law Journal in 2000, and is a current member of the New York State Bar Association. Pruitt Hall. Pruitt Hall was appointed to serve as a director of WhiteFiber upon the commencement of trading of our ordinary shares on the Nasdaq Capital Market on August 7, 2025. Mr. Hall has served as Director, Mission Critical Services, Kirkland, Inc. in High Point, North Carolina since September 2008. There, he serves as a full-time career adjunct as AI infrastructure designer/builder/commissioning agent for data center clients. He is presently working with clients assisting in all phases of technology implementation from an infrastructure standpoint. From 1997 to 2008 he was Director of Technology Services, SSASE/Falk Integrated Technologies, Greensboro, North Carolina. Mr. Hall was made a Data Center Energy Practitioner, by the US Department of Energy in November 2017. Mr. Hall is qualified to serve as a member of our Board due to his extensive experience in infrastructure and data center services. Michael Rulf. Michael Rulf was elected to serve as an independent director of WhiteFiber, beginning August 1, 2026. Mr. Rulf has served as Chief Solutions Architect of Syntax Systems Ltd. since December 2025, where he manages product development initiatives for managed services and cloud providers and supports product lines in excess of $250 million in revenue. He previously served as Syntax Systems Ltd.’s Americas Chief Technology Officer from 2018 to 2025 and as its Chief Technology Officer from 2012 to 2018. From April 2011 to August 2012, Mr. Rulf served as Vice President, Service Engineering Technology Office at Oracle Corporation, where he was responsible for providing strategic direction and vision for all Oracle Cloud Services products and development initiatives, including oversight of cross-functional product management and architecture teams of more than 200 individuals across domestic and international operations. From January 2008 to April 2011, Mr. Rulf served as Executive Director of Product Development at AT&T Inc., where he provided strategic direction for all Cloud Services products and managed a cross-functional organization in excess of 500 individuals. From April 2005 to January 2008, Mr. Rulf served as Vice President of Advanced Engineering at USi Inc., where he was responsible for the strategic direction and management of all product engineering initiatives. From 1998 to 2005, Mr. Rulf served as Vice President of Research and Development at Core Services Corporation, which was later acquired by Syntax Systems Limited, where he founded and led the company’s information security consulting practice. From 1995 to 1998, Mr. Rulf served as Information Services Manager at Production Arts, where he managed systems installation and software development across the company’s U.S. and international offices. Mr. Rulf received his Bachelor of Arts in Computer Science and Engineering Applications for Theatre from The College of Wooster in 1993 and his Master of Fine Arts in Theater Engineering from Purdue University in 1997. In 2007, Mr. Rulf was recognized as Innovator of the Year by the Oracle Applications User Group. Mr. Rulf is qualified to serve as member of our Board due to his more than two decades of executive experience leading cloud services, managed services, and SaaS platform development at major technology organizations, and brings a valuable strategic perspective applicable to WhiteFiber’s AI infrastructure and cloud services businesses. Ichi Shih. Ms. Ichi Shih has served as an independent director of WhiteFiber since September 12, 2024. Ms. Shih was elected to serve as an independent director of Bit Digital at the September 7, 2020 Annual General Meeting, and has experience in financial management, M&A transactions, and capital market transactions across several global regions. From 1998 to 1999, she worked as a Financial Analyst of Goldman Sachs & Co. in New York. From 2007 to 2009, she worked as Vice President of Brean Murray & Carret in New York. From 2009 to 2011, she worked as CFO of China Valves Technologies, Inc. in both Hong Kong and the U.S. From 2012 to 2014, she worked as Senior Vice President of Glory Sky Capital in Hong Kong. In 2015, she worked as Listing Advisor of Nasdaq Dubai in Dubai and Shanghai. From 2016 to 2017, she worked as CFO of Cubetech Global Assets in Beijing. From 2017 to 2018, she worked as CFO of ProMed Pharma in Beijing. Since 2018, she has worked as a Partner of Cathay Securities, Inc. in Beijing and New York. Ms. Shih received her Bachelor’s degree in Accounting and International Business from Stern School of Business at New York University in 1995 and Master’s degree in International Finance and Business from School of International and Public Affairs at Columbia University in 2002. Ms. Shih holds a CPA Certificate from American Institute of Certified Public Accountants. Ms. Shih is qualified to serve as a member of our Board due to her extensive experience. Jiashu (Bill) Xiong. Jiashu (Bill) Xiong has served as an independent director of WhiteFiber since September 12, 2024. Mr. Xiong served as IT Director of Bit Digital Canada, Inc. from October 2023 to January 2026, and a director of Bit Digital from October 2023 to January 2026 when he resigned from all positions with Bit Digital. He previously served on the Board of Bit Digital, Inc. and as the IT/DevOps Tech Lead for the Agricultural Bank of China’s Canada branch from February 2018 to March 2023. Mr. Xiong received a bachelor’s degree in Computer Science and Software Engineering from the University of Victoria. Mr. Xiong is qualified to serve as a member of our Board due to his educational background and experience in our business since its formation.
Summary Compensation Table
Summary Compensation Table Our “named executive officers,” consisting of our principal executive officer and our two most highly compensated executive officers (other than our principal executive officer), as of December 31, 2025, were: • Sam Tabar, our Chief Executive Officer; • Erke Huang, our Chief Financial Officer, a position from which he resigned effective August 1, 2026; and • Billy Krassakopoulos, our President and the Chief Executive Officer of Enovum. The following table sets forth the cash and non-cash compensation awarded to, earned by or paid to each of the named executive officers for their services to WhiteFiber during the fiscal year ended December 31, 2025.
Summary Compensation Table
| | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($)(8) | Total ($) | | Sam Tabar, Chief Executive Officer(1) | 2025 | $420,667(4) | $— | 3,858,145(5) | $— | $4,278,812 | | Erke Huang, Chief Financial Officer(2) | 2025 | $460,000(4) | $— | 3,760,645(5) | $1,666 | $4,222,311 | | Billy Krassakopoulos, President of WhiteFiber and Chief Executive Officer of Enovum(3)(9) | 2025 | $163,609(6) | $10,941(6) | 2,951,350(7) | $10,941 | $3,136,841 |
Summary Compensation Table
____________ (1) Mr. Tabar serves as Chief Executive Officer of Bit Digital. On February 8, 2025, Mr. Tabar began to serve as the Chief Executive Officer of WhiteFiber. (2) Mr. Huang serves as Chief Financial Officer and as a director of Bit Digital. On February 8, 2025, Mr. Huang began to serve as the Chief Financial Officer of WhiteFiber. Mr. Huang began serving as a director of WhiteFiber on September 12, 2024, and continued until August 1, 2026. (3) Mr. Krassakopoulos began to serve as President of WhiteFiber on February 8, 2025 and has served as Chief Executive Officer of Enovum since its formation on July 13, 2023. (4) Represents (i) with respect to the period of time prior to the IPO, that portion of the named executive officer’s base salary, pursuant to the named executive officer’s employment agreement, allocated to WhiteFiber by Bit Digital and (ii) with respect to the period of time following the IPO, the fee payable by WhiteFiber to Bit Digital under the Transition Services Agreement for the named executive officer’s services. (5) Amounts represent (i) the portion allocated to WhiteFiber by Bit Digital of the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 (“ASC 718”), of Bit Digital RSUs granted to Messrs. Tabar and Huang under Bit Digital’s equity incentive plans in 2025, equivalent to $2,043,151 and $1,945,651, respectively, and (ii) the aggregate grant date fair value, computed in accordance with ASC 718, of WhiteFiber RSUs granted to Messrs. Tabar and Huang under WhiteFiber’s equity incentive plan, equivalent to $1,814,994 and $1,814,994, respectively. See Note 2 to Bit Digital’s and WhiteFiber’s financial statements for fiscal year 2025 for details on the assumptions used to determine the grant date fair value of these awards. (6) Represents the named executive officer’s base salary earned for the fiscal year shown. (7) Represents (i) the aggregate grant date fair value, computed in accordance with ASC 718, of Bit Digital RSUs granted to Mr. Krassakopoulos under Bit Digital’s equity incentive plans in 2025, equivalent to $2,659,390, and (ii) the aggregate grant date fair value, computed in accordance with ASC 718, of WhiteFiber RSUs granted to Mr. Krassakopoulos under WhiteFiber’s equity incentive plan, equivalent to $291,961. (8) The amounts reported in this column reflect director fees for Mr. Huang and Registered Retirement Savings Plan matching contributions for Mr. Krassakopoulos. (9) Mr. Krassakopoulos is paid in Canadian dollars and the amounts reported in the Salary, Bonus and All Other Compensation Columns are reported as U.S. dollars, converted using the exchange ratio of 0.73 Canadian dollars to 1.00 U.S. dollars as of December 31, 2025. The amounts reported in the Stock Awards column for Mr. Krassakopoulos were determined in U.S. dollars and therefore did not require such a conversion.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Employment Agreements Please see the descriptions of the named executive officers’ employment agreements above under “Narrative Disclosure to Summary Compensation Table — Chief Executive Officer, Mr. Tabar and Former Chief Financial Officer, Mr. Huang — Employment Agreement between Mr. Tabar and Bit Digital,” “— Employment Agreement between Mr. Huang and Bit Digital,” and “— President and the Chief Executive Officer of Enovum — Employment Agreement.” WhiteFiber RSU Agreement Mr. Krassakopoulos remains eligible to receive 2025+ Bonus RSUs in the event of: (1) his death or disability; or (2) the termination of his employment (other than for cause), where such termination occurs after a measurement date but before the applicable award date. 2025 Plan Generally under the 2025 Plan, and subject to limited exceptions, if WhiteFiber undergoes certain corporate transactions such as a merger, consolidation, or a sale of substantially all of the WhiteFiber ordinary shares, all outstanding awards under the plan will be addressed as follows: unless the surviving company assumes or replaces an outstanding award with an equivalent award, unvested awards will be canceled at the time the transaction closes (unless the committee under the 2025 Plan chooses to accelerate vesting). With respect to vested awards, the committee under the 2025 Plan may either (i) allow participants to exercise vested options and stock appreciation rights (“SARs”) within a reasonable period before the transaction closes, with any unexercised options or SARs canceled upon closing, or (ii) cancel all such vested awards in exchange for a payment of cash, securities or other payment equal to the value the participant would have received had the awards been settled or exercised immediately before closing (net of any applicable exercise price).
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below summarizes equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | No. of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | | Exercisable | Un-exercisable | | | | | | | | Sam Tabar | | | | | | — | — | — | — | | Erke Huang | | | | | | — | — | — | — | | Billy Krassakopoulos | 8/6/2025(1) | | | | | 1,881(2) | $29,720 | — | | | | 8/6/2025(1) | | | | | — | — | 15,624(3) | $246,858 |
Outstanding Equity Awards at Fiscal Year-End
____________ (1) Prior to the IPO, Mr. Krassakopoulos held RSUs and performance RSUs granted by Bit Digital, which were exchanged in connection with the IPO for the WhiteFiber RSUs and 2025+ Bonus RSUs reflected in this table. (2) Reflects RSUs issued pursuant to the 2025 Plan. The RSUs vest in 12 quarterly installments. (3) Reflects the number of 2025+ Bonus RSUs Mr. Krassakopoulos was eligible to earn based on the Company’s Growth EBITDA as described above in “President and the Chief Executive Officer of Enovum — WhiteFiber RSU Agreement”. This number of 2025+ Bonus RSUs were ultimately issued to Mr. Krassakopoulos on March 16, 2026.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following discussion sets forth the compensation awarded to, earned by or paid to each person who served as a non-employee director of WhiteFiber during 2025. See above under the section titled “Executive Compensation” for information concerning all compensation paid to Mr. Huang as Chief Financial Officer and a Director of WhiteFiber during 2025. Mr. Huang resigned as the Company’s Chief Financial Officer and as a director effective August 1, 2026, and transitioned to Senior Advisor to the Company and a non-voting observer to the Board effective the same date, as described in the above section titled, “Executive Compensation — Chief Executive Officer, Mr. Tabar and Former Chief Financial Officer, Mr. Huang.”
Director Compensation Table
Director Compensation Table The following table sets forth compensation awarded to, earned by or paid to each person who served as a non-employee director of WhiteFiber during 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Ichi Shih | $1,666 | $120,000 | $30,000(2) | $151,666 | | Jiashu (Bill) Xiong | $1,666 | $— | $— | $1,666 | | David Andre | $48,000 | $237,838 | $32,000(3) | $317,838 | | Pruitt Hall | $62,500 | $— | $51,500(3)(4) | $114,000 |
Director Compensation Table
____________ (1) Amounts represent (i) the grant date fair value, computed in accordance with ASC 718, of WhiteFiber restricted ordinary shares granted to Ms. Shih and (ii) the grant date fair value, computed in accordance with ASC 718, of Bit Digital RSUs granted to Mr. Andre. See Note 2 to Bit Digital’s and WhiteFiber’s financial statements for fiscal year 2025 for details on the assumptions used to determine the grant date fair value of these awards. (2) Amount represents a cash bonus granted in connection with the consummation of the IPO. (3) Amounts represent the fees paid to Messrs. Andre and Hall prior to the consummation of the IPO on August 8, 2025 pursuant to their agreements with WhiteFiber. (4) Amount includes consulting fees paid to Mr. Hall pursuant to the PSA between his consulting firm and WhiteFiber. The following table lists all outstanding WhiteFiber equity awards held by WhiteFiber’s non-employee directors as of December 31, 2025:
Director Compensation Table
| Name | Stock Awards (#) | | Ichi Shih | None | | Jiashu (Bill) Xiong | None | | David Andre | None(1) | | Pruitt Hall | None |
Director Compensation Table
(1) While a portion of the grant date fair value of Mr. Andre’s Bit Digital RSUs was allocated to WhiteFiber, such Bit Digital RSUs are not reported in this table because they are not WhiteFiber equity awards.