DEF 14A of Riot Platforms, Inc., Apr 17, 2025

DEF 14A of Riot Platforms, Inc.

Filed Apr 17, 2025 · FY20240001558370-25-004969

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our business operates under the direction of the Board, four of whom are independent. Pursuant to our Bylaws, the Board is divided into three equal in size classes, with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The Governance and Nominating Committee (“Governance Committee”) and the Board have unanimously fixed the size of the Board at six directors, with two directors designated as Class I directors, two directors designated as Class II directors, and two directors designated as Class III directors. Class I director seats on the Board are up for election at this Annual Meeting, Class II director seats are up for election at the 2026 Annual Meeting, and Class III director seats are up for election at the 2027 annual general meeting of stockholders. The Governance Committee and the Board have unanimously nominated and hereby recommend to the stockholders for their approval at the Annual Meeting the following director nominees for election to the Board:

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age | Director since | | Jaime Leverton | 47 | 2025 | | Douglas Mouton | 61 | 2025 |

  4. Director Nominees

    Information relating to the nominees for election as director and for each continuing director, including period of service as a director of the Company, principal occupation, skill, experience and other biographical material, is shown later in this Proxy Statement. Ms. Leverton and Mr. Mouton have consented to stand for election as Class I directors; and we have no reason to believe that either is unable or will decline to serve as a director if elected. Although the Company knows of no reason why Ms. Leverton or Mr. Mouton could not serve as a director, if either is unable to serve or is unwilling to serve, the accompanying proxy will be voted for a substitute nominee. Each director nominee, if elected, will serve until the expiration of their term and until a successor is named and qualified, or until their earlier resignation, death or removal. As provided by our Bylaws, should a director die, resign or otherwise be removed from office prior to the expiration of his or her term of office, the remaining directors may appoint an interim director to fill the resulting vacancy on the Board until a successor is duly qualified and elected by the stockholders following the expiration of the term of office.

  5. INFORMATION REGARDING DIRECTORS

    INFORMATION REGARDING DIRECTORS The information set forth in the following table is current as of the date of this Proxy Statement, of the individuals who currently serve as directors on the Board.

  6. INFORMATION REGARDING DIRECTORS

    | Name of Director | Age | Director Since | Independent | Audit Committee | Compensation and Human Resources Committee | Governance and Nominating Committee | | Benjamin Yi | 43 | 2018 | | | | | | Jason Les | 39 | 2017 | | | | | | Lance D’Ambrosio | 67 | 2021 | ✔ | | | ✔ | | Jaime Leverton | 47 | 2025 | ✔ | | ✔ | | | Douglas Mouton | 61 | 2025 | ✔ | ✔ | ✔ | ✔ | | Michael Turner | 52 | 2025 | ✔ | | ✔ | ✔ |

  7. INFORMATION REGARDING DIRECTORS

    | ✔ | Committee Member |

  8. INFORMATION REGARDING DIRECTORS

    | | Committee Chair |

  9. INFORMATION REGARDING DIRECTORS

    | | Audit Committee financial expert |

  10. Class III Directors (Terms Expiring in 2027)

    Class III Directors (Terms Expiring in 2027)

  11. Class III Directors (Terms Expiring in 2027)

    | Age: 43 Director Since: 2018 Committees: None Other Current Public Company Board Service: None | Benjamin Yi has served as our Executive Chairman since May 2021, as a member of the Board since October 2018, and as Chairman of the Board from November 2020 through May 2021. Mr. Yi previously served as a member of each of the Board’s three standing committees, however, as of May 24, 2021, upon his appointment as the Company’s Executive Chairman, Mr. Yi resigned from all committee positions. Prior to his appointment as our Executive Chairman, Mr. Yi led capital markets and corporate development at IOU Financial Inc., a Montreal-based fintech-enabled lender to North American small businesses which was privatized by Neuberger Berman in 2023, from January 2017 through May 2021. Prior to that time, Mr. Yi worked in Corporate Development & Strategy at Dundee Corporation, a Toronto-based conglomerate primarily focused on the natural resources sectors from September 2015 through September 2016, and in Investment Management from August 2010 through August 2015. Prior to Dundee Corporation, Mr. Yi was a securities analyst at the predecessor to 1832 Asset Management L.P., where he covered energy and special situations investments as part of a team managing one of North America’s largest natural resources-focused investment funds. Mr. Yi served as an Independent Director and Chair of the Corporate Governance and Remuneration Committee of PetroMaroc Corporation, plc, a Jersey, UK-based energy company, from December 2013 to December 2016, and as a member of the Board of Managers and Audit Committee of Android Industries, LLC, a privately held Michigan-based assembler of complex modules for the automotive industry, from January 2017 to September 2016. Mr. Yi also previously served as an Independent Director, member, and occasional Chair of the Audit Committee of Woulfe Mining Corp., a Vancouver-based mining company, from October 2013 to its acquisition in September 2015. Mr. Yi holds a Bachelor of Commerce, specialist in Finance, major in Economics from University of Trinity College and a Master of Finance from the Rotman School of Management at the University of Toronto. He is a CFA charter holder and member of the CFA Society Cayman Islands. Expertise: We believe Mr. Yi is qualified to serve on our Board because he brings two decades of unique capital markets and investment experience to the Company, and a particular expertise in fintech, specialty finance, and investing throughout a company’s capital structure. Mr. Yi leverages his expertise in corporate governance, capital markets, and corporate development as a Board member to help shape Board discussions and strategic policymaking decisions. |

  12. Class III Directors (Terms Expiring in 2027)

    | Age: 39 Director Since: 2017 Committees: None Other Current Public Company Board Service: None | Jason Les has served as a director on the Company’s Board since November 2017 and has served as the Company’s Chief Executive Officer (“CEO”) since February 8, 2021. Prior to his service as the Company’s CEO, Mr. Les was a founding partner of Binary Digital, a software-development company, where he led the engineering team and coordinated project development for AI, reverse engineering, and inter-software compatibility projects from May 2017 to November 2020. Additionally, his background includes over a decade of unique experience as a former professional heads-up poker player, during which he successfully competed in high-stakes games online, in addition to the most prestigious, high-stakes tournaments in the world. In 2015 and 2017, Mr. Les was selected as a human benchmark for testing the world’s best poker artificial intelligence in what was dubbed “Man vs Machine” at Carnegie Mellon University. Mr. Les holds a Bachelor of Science, Computer Science from the University of California, Irvine. Expertise: We believe Mr. Les is qualified to serve on our Board because he has been deeply involved with Bitcoin since 2013, with significant experience in cryptocurrency mining, as an engineer studying protocol development, and contributing to open-source projects. Mr. Les brings technical expertise regarding Bitcoin mining, leadership experience AI projects, and an astute understanding of the overall Bitcoin industry to Board discussions and strategic policy making decisions that help the Board establish, oversee and improve Company policies designed to drive growth of the Company and protect stockholder interests. |

  13. Class II Directors (Terms Expiring in 2026)

    Class II Directors (Terms Expiring in 2026)

  14. Class II Directors (Terms Expiring in 2026)

    | ❖ ❖ ❖ | Ms. Cho brings extensive experience in the enterprise technology industry, and significant knowledge and expertise in the marketing and communications aspects of the enterprise technology space to establish policies and strategies assisting the Company in navigating its public discourse regarding the Bitcoin mining industry. Ms. Cho leverages her executive leadership experience, as well as her marketing and communications expertise in the enterprise technology space during Board discussions and strategic policymaking decisions to assist the Board as it seeks to continue to establish, oversee and improve Company policies designed to drive the growth of the Company and protect stockholder interests. | | Age: 67 Director Since: 2021 Committees: ❖ Audit Committee ❖ Compensation Committee (Chair) ❖ Governance Committee Other Current Public Company Board Service: None | Lance D’Ambrosio has served as a director on the Company’s Board, including as a member of each of its three standing committees, since May 2021. Mr. D’Ambrosio has served as the Board’s Lead Independent Director since February 2025, as Chair of the Compensation Committee since June 2024, and sits on the Audit Committee and Governance Committee. He previously served as Chair of the Audit Committee from May 2021 through June 2024. Mr. D’Ambrosio has served as a co-founder and Chairman at RackScale Data Centers, an AI/HPC infrastructure company, since May 2022. Since 2001, Mr. D’Ambrosio has served as the Managing Partner of 4 D Investments, a company focusing on technology and real estate investments. Mr. D’Ambrosio also served as the Chief Executive Officer and Chairman of the board of directors of Crystal Peak Minerals, a Canadian public company focused on precious metals mining, from 2010 to 2018. Mr. D’Ambrosio has been recognized as a recipient of the Ernst & Young and Merrill Lynch Entrepreneur of the Year Award in the category of e-Software & Services, and he holds a Bachelor of Science, Marketing and a Bachelor of Science, Management from the University of Utah, where he graduated in 1979 as a member of the Dean’s Honor List. Expertise: We believe Mr. D’Ambrosio is qualified to serve on our Board because he brings extensive experience as a corporate executive, entrepreneur and director. He leverages his substantial corporate governance and finance experience during Board discussions and strategic policymaking decisions to help the Board establish, oversee and improve Company policies. |

  15. Class II Directors (Terms Expiring in 2026)

    | Age: 52 Director Since: 2025 Committees: ❖ Audit Committee (Chair) ❖ Compensation Committee ❖ Governance Committee Other Current Public Company Board Service: 1 | Michael Turner has served as a director on the Company’s Board since February 2025. Mr. Turner has served as Chair of the Audit Committee since February 2025 and sits on the Compensation Committee and the Governance Committee. Mr. Turner was the President of Oxford Properties Group, a leading global real estate investor, asset manager and business builder from April 2018 through April 2023, Executive Vice President & Country Head from April 2016 through March 2018, and held several other key positions of increasing authority from May 2010 through April 2016. Mr. Turner also served as the Global Head of Real Estate at the Ontario Municipal Employees Retirement System (OMERS), one of Canada’s largest defined benefit public pension funds from April 2018 through April 2023. Mr. Turner was Executive Vice President, Investments at CBRE Group, Inc., a leading global real estate services and investment firm from 2008 through 2010. Mr. Turner has served as a member of the board of directors of Lineage Holdings, a global leader in the logistics industry, since September 2020, and previously served on the boards of several private investment and asset management companies, including M7 Real Estate (UK), an investment management company, from January 2021 through March 2023, R-LABS Canada, Inc., a real estate venture builder, from August 2018 to March 2022, and Honest Buildings, a capital planning and project management company, from August 2018 to August 2019. Mr. Turner holds a Bachelor of Arts from the University of British Columbia, a Master of Planning from Queen’s University, a Master of Finance from the University of Toronto, and is a CFA charter holder. Expertise: We believe Mr. Turner is qualified to serve on our Board because he brings substantial real asset investment, capital allocation and financial experience which he uses to enhance profitability, spur innovation, and ensure operational excellence. |

  16. Nominees for Class I Directors (Terms Expiring in 2028)

    Nominees for Class I Directors (Terms Expiring in 2028)

  17. Nominees for Class I Directors (Terms Expiring in 2028)

    | ❖ ❖ ❖ | Mr. Marleau has extensive corporate governance and public company board experience, and he brings over five decades of dedicated financial markets and economics experience to the Board. He brings his extensive experience and expertise to Board discussions and policymaking decisions, helping to assist the Board shape its strategic vision for the Company and as it seeks to continue to establish, oversee and improve Company policies designed to drive the growth of the Company and protect stockholder interests. | | Age: 47 Director Since: 2025 Committees: ❖ Audit Committee ❖ Compensation Committee ❖ Governance Committee (Chair) Other Current Public Company Board Service: None | Jaime Leverton has served on our Board since February 2025. Ms. Leverton has served as Chair of the Governance Committee since February 2025 and sits on the Compensation Committee and the Audit Committee. Ms. Leverton most recently served as Chief Executive Officer and Chairperson of the Board at Ulys Holdings, Inc., a fintech platform for banking and digital assets, from July 2024 through February 2025. Previously, she served as Chief Executive Officer and as a member of the board of directors of Hut 8 Mining Corp., one of the largest publicly traded Bitcoin mining companies, from December 2020 to February 2024. Prior to Hut 8, Ms. Leverton served as Chief Commercial Officer at eStruxture Data Centers, a Canadian data center colocation platform, from June 2019 through December 2020, and General Manager, Vice President – Canada and APAC at Cogeco Peer 1 (now Aptum Technologies), a data center and cloud computing services company, from May 2017 through May 2019. Ms. Leverton also served as Managing Director, Financial Markets, at National Bank of Canada from April 2016 through May 2017. Ms. Leverton previously served as a member of the board of directors of WonderFi Technologies Inc., a global digital asset platform, from March 2024 through August 2024. Ms. Leverton currently serves on the board of directors of multiple privately held companies. Ms. Leverton holds a Bachelor of Social Science and Bachelor of Arts in Psychology and Political Science from the University of Ottawa, a Master of Business Administration from Dalhousie University, and an Institute of Corporate Directors, Director certificate from the Rotman School of Management at the University of Toronto. Expertise: We believe Ms. Leverton is qualified to serve on our Board because she brings extensive experience as a corporate executive as well as highly relevant data center leadership skills and experience in converting Bitcoin operations into AI/HPC space. |

  18. Nominees for Class I Directors (Terms Expiring in 2028)

    | Age: 61 Director Since: 2025 Committees: ❖ Audit Committee ❖ Compensation Committee ❖ Governance Committee Other Current Public Company Board Service: None | Douglas Mouton has served on our Board since February 2025. Mr. Mouton has served as a member of the Audit Committee, Compensation Committee and Governance Committee since February 2025. From June 2022 through June 2024, Mr. Mouton served as Senior Engineer Lead, Datacenter Design Engineering and Construction at Meta, a multinational technology conglomerate. Mr. Mouton also served as Vice President, Global Datacenter Delivery at Microsoft, a multinational technology conglomerate, from June 2015 through July 2021. Mr. Mouton has served as a member of the advisory board at Fidelis New Energy, a developer of multi-gigawatt, zero carbon power facilities in Europe, since September 2022. Mr. Mouton holds a Bachelor of Arts in Architecture from the University of Louisiana at Lafayette and a Master of Strategic Studies, Military Science and Operational Studies from U.S. Army War College. Expertise: We believe Mr. Mouton is qualified to serve on our Board because he brings extensive relevant industry experience, including expertise in the design, construction and scaling of data centers and deep familiarity with the requirements of hyperscalers. |

  19. Board’s Role in Corporate Governance Matters

    | ● | Rules regarding the role and responsibilities of the Board and of each individual director, including director compensation, orientation, and continuing education standards; |

  20. Evaluating Director Nominees

    Evaluating Director Nominees As specified in our Corporate Governance Guidelines, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as diversity considerations and the membership criteria reflected in the Corporate Governance Guidelines. The Governance Committee seeks to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. The Governance Committee may, at its discretion, choose to utilize a third party for identifying and evaluating potential director nominees. The Governance Committee will consider director candidates properly recommended by stockholders by providing notices of stockholder proposals in compliance with our Bylaws and applicable law. The Governance Committee’s process for considering such stockholder recommendations is no different than its process for screening and evaluating candidates suggested by directors, our management, or third parties.

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION It is the Board’s practice to maintain a fair and straightforward non-employee director compensation program that is also designed to be competitive with director compensation programs of the Company’s peers. The Compensation Committee periodically reviews the type and form of compensation paid to our non-employee directors in consultation with independent compensation consultants the Committee engages from time to time, before recommending the amount and form of director compensation for approval by the Board. In recommending changes to the Company’s director compensation package, the Compensation Committee reviews market data provided by independent compensation consultants and considers whether any changes in director compensation are required to enable the Company to retain talented Board members, who, as members of the Board, are responsible for setting the Company’s strategic vision, overseeing its growth and development, and aligning the Company’s mission with its stockholders’ interests. Board members who are also our employees receive no compensation for their service as Board members. Our directors who also served as executive officers, Messrs. Yi and Les, did not receive additional compensation for their services as directors for the year ended December 31, 2024.

  22. Director Compensation Table

    Director Compensation Table The compensation paid or awarded for 2024, to our directors, as of December 31, 2024, is set forth in the table below.

  23. Director Compensation Table

    | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards | Compensation | Total | | Name | ($)(1) | ($)(2) | ($) | ($) | | Benjamin Yi(3) | — | — | — | — | | Jason Les(4) | — | — | — | — | | Hubert Marleau(5) | 120,000 | 238,800 | — | 358,800 | | Hannah Cho(6) | 120,000 | 238,800 | — | 358,800 | | Lance D’Ambrosio(7) | 120,000 | 238,800 | — | 358,800 | | Jaime Leverton(8) | — | — | — | — | | Douglas Mouton(8) | — | — | — | — | | Michael Turner(8) | — | — | — | — |

  24. Director Compensation Table

    (1)The Board receives a $100,000 annual cash retainer, and $20,000 annual cash Board Chair fee. (2)Represents the grant date fair value for Company stock granted in the fiscal year ended December 31, 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Such amounts do not represent amounts actually paid to or realized by the non-employee director. See Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”) for details as to the assumptions used to determine the grant date fair value of applicable Stock Grants. Additional information regarding the Company stock awarded to or held by each non-employee director on the last day of fiscal year 2024 is set forth in the table below. The aggregate number of outstanding equity awards for each of our non-employee directors as of December 31, 2024 is set forth in the table below.

  25. Director Compensation Table

    | Name | Aggregate Number of Outstanding Awards | | Hubert Marleau | 12,000 | | Hannah Cho | 12,000 | | Lance D’Ambrosio | 12,000 | | Jaime Leverton | 0 | | Douglas Mouton | 0 | | Michael Turner | 0 |

  26. Director Compensation Table

    | (3) Mr. Yi currently serves as our Executive Chairman, making him an executive officer of the Company. He received no additional compensation for his services as a director of the Board in 2024. |

  27. Director Compensation Table

    | (4) Mr. Les currently serves as our CEO, making him an executive officer of the Company. He received no additional compensation for his services as a director of the Board in 2024. |

  28. Director Compensation Table

    | (5) Effective February 12, 2025, Mr. Marleau retired from the Company’s Board. During 2024, Mr. Marleau served as the Lead Independent Director on our Board, as Chair of the Governance Committee, and then as Chair of the Audit Committee. Stock awards include 24,000 RSUs granted at a fair value of $9.95 per share, as of July 1, 2024, issued under the Company’s 2019 Equity Plan pursuant to equity award agreements between Mr. Marleau and the Company as compensation for Mr. Marleau’s service as a director through June 30, 2025. Pursuant to the equity award agreements, such RSUs were eligible to vest, if at all, in four quarterly installments after the grant date, convertible into shares of our common stock, on a one-for-one basis. In connection with Mr. Marleau’s retirement, and in alignment with the acceleration terms of his equity award agreement, the vesting of the remaining 12,000 RSUs was accelerated and converted into 12,000 shares of our common stock. |

  29. Director Compensation Table

    | (6) Effective February 12, 2025, Ms. Cho retired from the Company’s Board. Ms. Cho served as an independent director on our Board, as Chair of the Compensation Committee, and then as Chair of the Governance Committee. Stock awards include 24,000 RSAs granted at a fair value of $9.95 per share, as of July 1, 2024, issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Ms. Cho and the Company as compensation for Ms. Cho’s service as a director through June 30, 2025. Pursuant to the equity award agreement, these grants are eligible to vest in four quarterly installments, if at all, after the grant date. In connection with Ms. Cho’s retirement, and in alignment with the acceleration terms of her equity award agreement, the vesting of the remaining 12,000 RSAs was accelerated. |

  30. Director Compensation Table

    | (7) Mr. D’Ambrosio currently serves as the Lead Independent Director on our Board, and previously served as Chair of the Audit Committee and as Chair of the Compensation Committee. Stock awards include 24,000 RSAs granted at a fair value of $9.95 per share, as of July 1, 2024, issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Mr. D’Ambrosio and the Company as compensation for Mr. D’Ambrosio’s service as a director through June 30, 2025. Pursuant to the equity award agreement, these grants are eligible to vest, if at all, in four equal quarterly installments after the grant date. |

  31. Director Compensation Table

    | (8) Ms. Leverton, Mr. Mouton, and Mr. Turner were appointed as directors to the Company’s Board effective February 12, 2025. |

  32. Executive Compensation Philosophy, Policies and Practices

    | ● | Competitive in the Market - attract and retain talented leaders through competitive pay programs; |

  33. Executive Compensation Philosophy, Policies and Practices

    | ● | Aligned with Stockholders - align executive officer and stockholder interests to optimize long-term stockholder value; and |

  34. Executive Compensation Philosophy, Policies and Practices

    | ● | Balance - pay-for-performance metrics should ensure a mix of fixed and variable “at risk” compensation that fairly balances with our goals of attracting and retaining top talent, while motivating employees to be high-performing through an appropriate balance of short-, medium-, and long-term incentive awards and managing total compensation costs. |

  35. Role of the Compensation Consultant

    Role of the Compensation Consultant On an annual basis, the Compensation Committee directs its independent compensation consultant to review the Company’s compensation practices. The Compensation Committee has engaged Compensia to be its independent compensation consultant. Compensia’s role is to benchmark and provide an assessment to the Compensation Committee so the Compensation Committee may determine whether our overall executive compensation program is consistent with our business strategy and objectives and promotes our compensation philosophy. The Compensation Committee also considers the performance, experience, skills, level of responsibility and future potential of each NEO in making compensation decisions rather than adhering to a specific benchmarked percentage for any of our NEOs. Taking into consideration Nasdaq Rules and SEC independence factors, the Compensation Committee has made the determination that, in its business judgment, its compensation consultant, Compensia, is independent and that Compensia’s work did not raise any conflicts of interest. Role of CEO and Executive Chairman Our CEO and Executive Chairman recommend to the Compensation Committee all compensation elements for our NEOs (other than the CEO and Executive Chairman’s own compensation) and the Compensation Committee determines the value of each compensation element as described below. Recommendations are based upon the CEO and Executive Chairman’s assessment of each NEO’s performance and individual retention considerations, as well as the Company’s performance. The CEO and Executive Chairman do not recommend their own compensation, and the Compensation Committee, made up of independent directors, meets without the CEO and Executive Chairman present when evaluating and setting their compensation. The Compensation Committee may also invite other senior executives and members of management to participate in its deliberations, or to provide information to the Compensation Committee for its consideration with respect to such deliberations. NEOs may be present for the deliberation of, or the voting to approve, the compensation for any other officer other than themselves.

  36. Factors Considered in Setting Compensation and Role of Peer Data

    Factors Considered in Setting Compensation and Role of Peer Data The Compensation Committee reviews NEO roles and responsibilities and establishes ranges for each incentive element of executive compensation after reviewing similar information for a defined group of companies (“Peer Group”). Our Peer Group is used by the Compensation Committee as one factor in its analysis of disclosures and published compensation practices when considering our own NEO’s base salary, AIP, and long-term equity incentive compensation as compared to that of executive officers in similar roles and establishing target compensation opportunities. Other factors evaluated include the executive’s responsibilities and experience and the competitive marketplace, the importance of the position to our organization, overall retention value, tenure, expected future contributions and individual performance, internal pay equity, the projected future value of the total compensation and current and anticipated future business conditions, none of which is specifically weighted. The target amounts and compensation mix may vary for each NEO. The Compensation Committee annually reviews our Peer Group and determines the inclusion of peer companies based on the following criteria:

  37. Factors Considered in Setting Compensation and Role of Peer Data

    As part of this process, Compensia, our CEO and members of management provide input to the Compensation Committee regarding changes to Peer Group composition that may be appropriate based on changes to our business or to the attributes of companies within the group or the availability of their compensation data. As part of our annual review cycle, the Compensation Committee reviewed potential changes to the Peer Group after consultation with Compensia. Following this review, the following Peer Group consisting of 19 publicly traded companies, capturing the competitive technology landscape and risk profile, was recommended and subsequently approved by the Compensation Committee for 2025. In comparison to the 2024 Peer Group, we have added six new peer companies, noted below, and have removed eight companies. Of the eight companies removed, four companies, Cyxtera Technologies, Inc., New Relic, Inc., Squarespace, Inc., and Sumo Logic, Inc. were removed because they were no longer publicly traded. Stronghold Digital Mining, Inc., was removed due to an expected acquisition, and HIVE Digital Technologies Ltd. (formerly HIVE Blockchain Technologies, Inc.), Greenidge Generation Holdings Inc., and Bitfarms Ltd. were removed due to lack of continued business alignment. The Peer Group for 2025 includes the following companies: The Compensation Committee also approved and referenced a separate group of peer companies in its determination of the quantitative component of the 2024 AIP, which benchmarked Riot’s performance of Bitcoin production, direct cost per Bitcoin and Adjusted EBITDA relative to other publicly traded Bitcoin mining peers (the “2024 AIP Peer Group”). The 2024 AIP Peer Group included: For 2025, the Compensation Committee approved the following changes to the 2024 AIP Peer Group: removal of Stronghold Digital Mining, Inc. due to expected acquisition activity, removal of Mawson Infrastructure Group due to an active sale underway, removal of Greenidge Generation Holdings, Inc. due to lack of continued business fit due to minimal self-mining activity, and addition of DMG Blockchain Solutions, Core Scientific, Inc. and IREN Limited.

  38. Our Executive Compensation Program Elements for 2024

    * The Company’s CEO and Executive Chairman receive Bitcoin compensation to demonstrate commitment to, and faith in, the Company’s underlying industry. Annual Incentive Plan Compensation Each year, the Compensation Committee establishes performance metrics, cash incentive amounts (generally as a percentage of the applicable employee’s base salary for the year), target award opportunities and other terms and conditions of annual cash incentive for each of our NEOs and other eligible employees under our AIP. Generally, employees become eligible to participate in the AIP after completing 90 days of continuous employment with the Company, and eligible employees must remain employed through the date the AIP bonus is paid to receive the cash incentive bonus for that year, subject to the terms of individual employment agreements and the Company’s change in control policies. See “Compensation Upon Termination of Employment Policy” on page 47 of this Proxy Statement. 2024 Annual Incentive Plan In 2024, all NEOs participated in the AIP. The Compensation Committee set goal amounts structured to range from 0% to 200% of pre-established award values dependent upon Company performance in specific pre-determined financial performance measures compared to the 2024 AIP Peer Group; and our performance in achieving the Company’s strategic objectives. The primary objectives of the AIP in 2024 were to incentivize Riot’s senior management team to achieve industry-leading financial results and address investor feedback by developing a plan that is quantitative and formulaic. Award Target Values. Generally, target values are set as a percentage of each NEO’s base salary, as adjusted for any changes in base salary throughout the year. For 2024, there were no changes to the target AIP percentages from the prior fiscal year.

  39. Our Executive Compensation Program Elements for 2024

    | ● | Messrs. Les and Yi had target AIP percentages equal to 100% of their base salaries, $600,000, and 10 Bitcoin. |

  40. Our Executive Compensation Program Elements for 2024

    | ● | Mr. Jackman had a target AIP percentage equal to 100% of his base salary, $500,000, in his role as EVP. |

  41. Our Executive Compensation Program Elements for 2024

    | ● | Messrs. Chung and Yee had target AIP percentages equal to 100% of their base salaries, $450,000, adjusted for their mid-year salary increase to $500,000, for their roles as EVPs. |

  42. Our Executive Compensation Program Elements for 2024

    Performance Metrics. The Compensation Committee established specific financial performance measures and assigned relative weights to each. The performance targets were strategically chosen to align with the interests of our stockholders by motivating executives to achieve the best financial performance, in defined measures, among our Bitcoin mining peers. The quantitative metrics established for the 2024 AIP are three key metrics that investors use to evaluate companies in our sector, and which demonstrate financial performance. To align with best compensation practices and stockholder feedback, we aimed to weight the quantitative portion of the AIP much heavier than the discretionary, and it represents 80% of the target payout. As Adjusted EBITDA is the most encompassing and important financial metric, it represents a heavier weight at 30%, while the other two metrics are weighted at 25%. Determining Payout. The Compensation Committee determines and certifies payouts of performance-based, cash incentive compensation under the AIP. Such certification occurs soon after the end of the calendar year and utilizes the four (4) preceding fiscal quarters of our publicly filed financial data and the 2024 AIP Peer Group for purposes of ranking our performance against our 2024 AIP Peer Group. For 2024, the Compensation Committee determined and recommended that the AIP percentage payout should be set at 165% of the pre-established award values target. Quantitative Components (payout 135%)

  43. Our Executive Compensation Program Elements for 2024

    2023 AIP Adjustments On August 13, 2024, the Compensation Committee determined that the originally awarded 2023 AIP was awarded based on then current accounting rules regarding the way changes in the value of Bitcoin were to be accounted for. Subsequent to the certification of the 2023 AIP award, the Company finalized its financial results for the fiscal year ended December 31, 2023, which incorporated changes to the Company’s accounting for its Bitcoin assets pursuant to FASB ASU 2023-08 that were not previously accounted for by the Compensation Committee in the Company’s anticipated financial results for the year ended December 31, 2023. Such changes had a significant impact on Riot’s financial statements and our AIP Peer Group. The Compensation Committee reviewed and considered management’s proposed revisions to the Company’s 2023 AIP calculations to account for such changes to the Company’s financial results performance versus our 2024 AIP Peer Group in the “Adjusted EPS” metric, and approved that the AIP percentage, which was previously determined to be at 150%, be amended to 170% of the AIP target metrics. In connection with this amendment, the Company distributed the difference in AIP cash incentive to all participants and the NEOs.

  44. Long-Term Equity Incentives

    Long-Term Equity Incentives Our long-term equity incentives are intended to:

  45. Long-Term Equity Incentives

    | ● | Focus NEOs and other employees on achieving long-term financial, strategic and other business performance goals; |

  46. Long-Term Equity Incentives

    | ● | Provide significant reward potential for outstanding total shareholder return; |

  47. Long-Term Equity Incentives

    | ● | Enhance the Company’s ability to attract and retain talented NEOs and employees; and |

  48. Long-Term Equity Incentives

    | ● | Provide the Company’s management and employees with an opportunity for greater equity ownership to increase stockholder value. |

  49. Long-Term Equity Incentives

    The Compensation Committee determines equity grants for each NEO based on the factors outlined above, as applicable. It also considers the appropriate mix of types of equity-based compensation (i.e., the percentage of total award target value allocated to each type of award), and in considering the specific numbers of restricted shares to be granted it considers the intended percentage of the total award target value allocated to each type of equity award and the value of our common stock, which varies greatly, as of the grant date. NEOs are generally to be awarded equity on an annual basis, typically after our annual general meeting of stockholders for that year. Such awards generally consist of a mix of time/service-based awards and performance-based awards. For awards granted prior to September 2022, time-based awards generally consisted of RSUs and performance-based awards generally consisted of PSUs. On September 27, 2022, we converted on a one-for-one basis all then outstanding RSU and PSU awards previously granted into equal awards of RSAs and PRSAs, respectively. This change did not alter the underlying value of shares awarded. For 2024, the equity awards made to our NEOs were comprised of 50% time-based RSAs or RSUs and 50% performance-based PRSAs or PSUs. The 2019 Equity Plan, as amended We currently have one equity compensation plan, the 2019 Equity Plan, as amended. We currently provide stock-based compensation to employees, directors and consultants under the 2019 Equity Plan, as approved by our stockholders on October 23, 2019. Our previous 2017 Stock Incentive Plan, as amended (the “2017 Plan”), was replaced by the 2019 Equity Plan. No additional grants can be made under the 2017 Plan. We currently have reserved 53,500,000 common shares for issuance under the 2019 Equity Plan. As of the date of this Proxy Statement, we have granted awards of 49,937,214 shares of restricted stock and restricted stock units, excluding forfeitures, as discussed under the following section, under the 2019 Equity Plan which are, upon vesting and settlement by the Company, convertible into an equal number of shares of the Company’s common stock. 2023 LTIP On July 13, 2023, under the 2019 Equity Plan, the Compensation Committee originally adopted the LTIP for all eligible employees of Riot and its subsidiaries under the 2019 Equity Plan. The purpose of the LTIP is to encourage long-term employee retention through service-based and performance-based awards which are comprised of RSAs, RSUs, PRSAs, or PSUs, as identified in each participant’s award agreement (each, an “LTIP Award”). The Compensation Committee, or its delegee, shall determine the size of the grants awarded to participants in the LTIP. Each LTIP Award is divided and allocated one portion (50%) to service-based awards, and the other portion (50%) to performance-based awards. For more information, see the form of “LTIP Award Agreement” as filed with the SEC as Exhibit 10.1 on Form 8-K filed July 19, 2023. 2024 LTIP Award On July 1, 2024, the equity awards made to our NEOs were comprised of 50% time-based RSAs or RSUs and 50% performance-based PRSAs or PSUs. The 2024 LTIP Awards are intended to deliver a target value of $7.5 million for our CEO and Executive Chairman, and $5.0 million for all other NEOs. Service-based (Time-based) Awards.

  50. Long-Term Equity Incentives

    | | Service-based | | | 2024 LTIP Award | | Named Executive Officer | # of Shares | | Jason Les | 376,884 | | Benjamin Yi | 376,884 | | Colin Yee | 251,256 | | William Jackman | 251,256 | | Jason Chung | 251,256 |

  51. Long-Term Equity Incentives

    Service-based awards are granted as RSAs or RSUs which are eligible to vest, if at all, in three (3) approximately equal tranches, annually, over three (3) years (the “Award Term”). Each service-based award under the LTIP is granted, subject to and contingent upon, the NEO’s continued service with the Company through the applicable annual vesting dates, as specified in the applicable LITP Award agreement. Any LTIP Award that remains unvested at the end of the Award Term or the earlier termination of the NEO’s service with the Company will be automatically forfeited and returned to the Company, without consideration, except as otherwise agreed by the Company. No proportionate vesting or credit shall be given for partial service prior to the applicable vesting date, except as otherwise agreed by the Company. Performance-based Awards.

  52. Long-Term Equity Incentives

    | | Target 2024 | Maximum 2024 | | | Performance LTIP | Performance LTIP | | Named Executive Officer | # of Shares | # of Shares | | Jason Les | 376,884 | 753,768 | | Benjamin Yi | 376,884 | 753,768 | | Colin Yee | 251,256 | 502,512 | | William Jackman | 251,256 | 502,512 | | Jason Chung | 251,256 | 502,512 |

  53. Long-Term Equity Incentives

    Performance-based awards under the LTIP are granted as PRSAs or PSUs which are eligible to vest, if at all, after the end of a three-year performance period, subject to the LTIP participant’s continued employment and based on shareholder return on investment (“Total Shareholder Return” or “TSR”) during the Award Term. TSR was chosen as the key metric of the LTIP because of its perception as a neutral, market-based measure of value created by a company. The Compensation Committee determines the number of PRSAs or PSUs that will be granted based on the NEO’s title and position within the Company as set out on a matrix of LTIP tiers. Under the LTIP, relative TSR (“Relative TSR”) is calculated based on the percentage change in market price across the specific performance period, and the difference between the percentage change of a share of the Company’s common stock (the “Company TSR”) and the percentage change of the market price of the Russell 3000 Index (INDEXRUSSELL: RUA) (the “Index TSR”). The Russell 3000 Index was selected as the comparative measure because the Compensation Committee believes the Russell 3000 Index, which includes the Company’s common stock, provides a fair competitive benchmark for the Company’s share price performance. The Compensation Committee has reserved the right to substitute the index chosen as the comparative measure to determine Relative TSR for future LTIP Awards if the Russell 3000 Index is no longer available or if another index is determined, by the Committee, to be a superior comparative measure. Under the LTIP, participants are rewarded for positive Relative TSR (i.e., Company TSR overperformance against the identified index TSR). Accordingly, Relative TSR determines the percentage of the LTIP Award that becomes eligible to vest. A higher Relative TSR results in more shares of common stock, vesting under the LTIP Award. The Compensation Committee has adopted the vesting percentages, as shown below, corresponding to each tiered change in Relative TSR. There is no minimum corresponding vesting percentage of the LTIP Award, however the maximum LTIP Award achievement is set at 200% corresponding to the vesting percentage of the award. A payout of 100% of the targeted number of PRSAs or PSUs will occur if a Relative TSR hurdle of 0% was met as of the end of the performance period. Each Relative TSR hurdle represents a limit, and no proportionate vesting will apply between each Relative TSR hurdle. Vesting of any such performance-based award will occur as of the end of the Award Term, subject to the Compensation Committee’s certification, and contingent upon the participant’s continuous service with the Company through the end of the Award Term. Except as otherwise agreed by the Company, LTIP Awards that remain unvested at (i) the end of the Award Term (based on the Relative TSR as of the end of the Award Term certified by the Compensation Committee), or (ii) the earlier termination of the NEO’s service with the Company, will be automatically forfeited and returned to the Company without consideration.

  54. Long-Term Equity Incentives

    | Relative TSR Hurdle | Vesting Percentage (of the Target Award) | | | (50%) to < (40%) | 0% | | | (40%) to < (30%) | 20% | | | (30%) to < (20%) | 40% | | | (20%) to < (10%) | 60% | | | (10%) to < 0% | 80% | | | 0% to < 10% | 100% | (Target Award) | | 10% to < 20% | 140% | | | 20% to < 25% | 180% | | | 25% and above | 200% | (Maximum Award) |

  55. Long-Term Equity Incentives

    2023 LTIP One-Time Supplemental Performance-based Award On July 13, 2023, the Compensation Committee originally granted 2023 LTIP awards to eligible employees, including the NEOs, in an equal mix of service-based awards (RSAs) and performance-based awards (PSAs). On January 3, 2024, the Compensation Committee approved a special, one-time amendment of the 2023 LTIP awards, granting PSAs or PSUs, which are eligible to vest, if at all, to all employees as of July 31, 2026. The purpose of this amended award was to incentivize strong performance and retention, across all employees during the critical 2023 – 2026 period for Riot, which represents the pivotal development period for the Corsicana Facility, as this asset was anticipated to, and has since become, the primary asset for substantial creation of value for Riot and our stockholders. Corsicana represents the future of Riot, and maximizing its value has been an imperative for the long-term success of the Company. In late 2023 into early 2024, it became clear to the Company that Bitcoin ETFs would receive approval from the SEC. This development was a pivotal moment for the industry as it unlocked a major pipeline for further adoption and growth in demand for Bitcoin. For the Company, the ETF adoption meant, first, that the Corsicana Facility became of even greater value and, second, that due to the public’s new exposure to the Bitcoin ETFs as a Bitcoin investment and trading vehicle, it became imperative that Bitcoin miners executed on a strategy that differentiated themselves in the capital markets. In the Company’s context, it was critical that management remain focused and fully incentivized on maximizing value creation for our stockholders through the timely and successful development of the Corsicana Facility to create a compelling platform for continued institutional investment. The amendment did not change the performance goals or vesting schedule of the original 2023 LTIP award, vesting as of July 31, 2026.

  56. Long-Term Equity Incentives

    | | Target 2023 | Maximum 2023 | | | Performance | Performance | | Named Executive Officer | LTIP Shares | LTIP Shares | | Jason Les | 2,500,000 | 5,000,000 | | Benjamin Yi | 2,500,000 | 5,000,000 | | Colin Yee | 500,000 | 1,000,000 | | William Jackman | 500,000 | 1,000,000 | | Jason Chung | 500,000 | 1,000,000 |

  57. Long-Term Equity Incentives

    2022 Conversion of all Then Outstanding RSUs and PSUs into RSAs and PRSAs (Historic) On September 27, 2022, we converted on a one-for-one basis all then outstanding RSU and PSU awards previously granted under the 2019 Equity Plan into equal awards of RSAs and PRSAs, respectively, pursuant to each person’s RSA award agreement. This change did not alter the underlying value of shares awarded. Results of the 2021 Performance Plan In August 2021, the Compensation Committee and the Board adopted the now terminated performance plan under the 2019 Equity Plan (the “2021 Performance Plan”), under which specific financial performance measures and their relative weighting and associated targets and thresholds were established. The performance targets under the 2021 Performance Plan served as the basis for measuring how we performed and for determining the grant of performance-based awards to eligible employees. The goal of the 2021 Performance Plan was to align the interests of Riot’s employees, including its NEOs, with the long-term operational objectives of the Company. Each eligible employee was granted a target award of unvested PRSAs when she or he was added to the 2021 Performance Plan. Such shares were eligible to vest upon the Company’s achievement of specified performance objectives, as further identified below, quarterly, throughout the two-year performance period ended December 31, 2023 (the “Performance Period”), subject to the recipient’s continued service with the Company through each vesting date. Individuals became eligible to participate in the 2021 Performance Plan after completing 90 days of continuous employment with the Company. Upon confirmation by the Compensation Committee, eligible employees were added to the 2021 Performance Plan and granted a target award of unvested PRSAs as of the first trading day of the first fiscal quarter following the date they became eligible to participate in the 2021 Performance Plan. Each eligible employee’s target award was eligible to vest during the Performance Period upon the Company’s achievement of performance objectives, as explained below. Target awards were set at levels we believe required significant effort on the part of the executive team and represented a high level of execution and growth based on prior-year performance results, existing business conditions, the markets in which we participate and our outlook. Upon the expiration of the Performance Period, all unearned and unvested shares remaining under the 2021 Performance Plan were forfeited, upon certification by the Compensation Committee, back to the Company as of February 26, 2024. As of the end of the Performance Period, December 31, 2023, under the 2021 Performance Plan, there remained 2,248,035 Infrastructure Development target PRSAs and 757,140 Adjusted EBITDA target PRSAs that were not met. Through the life of the 2021 Performance Plan, and upon its final certification on February 22, 2024, the Compensation Committee determined that the performance objectives for a total of 1,942,445 PRSAs granted to our officers and employees were achieved; and, therefore, became vested and were eligible to be settled by the Company under the 2019 Equity Plan. Of those 1,942,445 PRSAs granted, 453,740 were related to achievement of Adjusted EBITDA targets, and 1,488,705 were related to achievement of Infrastructure Development targets. All such remaining PRSAs were forfeited as of February 22, 2024. On February 22, 2024, our NEOs forfeited unearned shares under the 2021 Performance Plan, as follows:

  58. Long-Term Equity Incentives

    | | Shares | Shares | | Named Executive Officer | Earned (#) | Forfeited (#) | | Jason Les | 226,666 | 298,334 | | Benjamin Yi | 226,666 | 298,334 | | Colin Yee | 50,000 | 192,000 | | William Jackman | 148,000 | 192,000 | | Jason Chung | 50,000 | 192,000 |

  59. Long-Term Equity Incentives

    Vesting of Target Awards Under the Performance Plan, each Target Award was divided into two Performance Objectives: (i) the Infrastructure Development Target (as described below); and (ii) the Adjusted EBITDA Target (as described below). Infrastructure Development Target The “Infrastructure Development Target” was related to the Company’s successful development and monetization of up to 1,500 MW of Bitcoin mining and hosting infrastructure. The Infrastructure Development Target was further divided into fifteen 100 MW project units generally corresponding to one 100 MW Bitcoin mining structure owned and operated by the Company (each, a “Project Unit”). A Project Unit was only eligible to be achieved once, and only those Project Units which were not achieved as of the date the employee was added to the Performance Plan. Each Project Unit consisted of the following three milestone goals:

  60. Long-Term Equity Incentives

    | 1. | Installation of High-Voltage Energy Infrastructure. One-third (1/3) of the Project Unit to vest upon the successful installation of the electricity transmission infrastructure interconnected to the grid and capable of delivering usable power to the Bitcoin mining structure. |

  61. Long-Term Equity Incentives

    | 2. | Development of Miner-Ready Infrastructure. One-third (1/3) of the Project Unit to vest upon the successful development of a miner-ready building, which was deemed to occur when a Bitcoin mining structure had: (i) sufficient racking installed to house miners capable of utilizing the full usable electrical capacity of the building; (ii) highspeed Internet and electrical power (including all of the medium and low voltage equipment necessary to deliver power to operating miners) connected to the racks; and (iii) the cooling system (air or immersion) installed and ready for operation. |

  62. Long-Term Equity Incentives

    | 3. | Monetization of Capacity. One-third (1/3) of the Project Unit to vest upon the installation and operation of miners (whether the Company’s miners deployed in a self-mining capacity, or third-party miners installed in a hosted capacity) utilizing the full usable power capacity of the miner-ready infrastructure installed at the Bitcoin mining structure. |

  63. Long-Term Equity Incentives

    The Compensation Committee assessed the Company’s achievement of the Infrastructure Development Target (and thus, the vesting of PRSAs allocated to the Project Units under the Infrastructure Development Target) on a quarterly basis, once results for the preceding fiscal quarter were available for the Compensation Committee’s review. Accordingly, the PRSAs allocated to the portions of the Project Unit(s) achieved during the preceding fiscal quarter would vest upon the Compensation Committee’s certification that such portions of the Project Unit(s) had been achieved, provided the award recipient remained employed by the Company through the date the Compensation Committee certified such achievement. Adjusted EBITDA Target The “Adjusted EBITDA Target” related to the Company’s achievement of financial performance objectives established by the Board based on increases in the Company’s annual Adjusted EBITDA. “EBITDA” refers to earnings before interest, taxes, depreciation and amortization, and Adjusted EBITDA is a non-GAAP financial measure used by the Board to assess performance. The Adjusted EBITDA Target was divided into ten $50 million Adjusted EBITDA milestones (i.e., up to $500 million in total added Adjusted EBITDA), each of which could only be achieved once during the Performance Period. The Compensation Committee assessed the Company’s achievement of Adjusted EBITDA milestones annually, and PRSAs relating to the Adjusted EBITDA Target vested upon the Compensation Committee’s certification that an Adjusted EBITDA milestone has been achieved. Any unvested PRSAs allocated to the Adjusted EBIDTA Target that were unvested as of the end of the Performance Period or the earlier end of the employee’s service with the Company would be forfeited. For more explanation of the Company’s use of Adjusted EBITDA, see the discussion under the heading “Non-GAAP Measures” in the Management's Discussion and Analysis under Part II, Item 7 in our 2024 Annual Report. The foregoing description is subject to, and qualified in its entirety by, the information contained in the Form 8-K, filed August 16, 2021.

  64. Practices Related to the Grant of Equity Awards

    Practices Related to the Grant of Equity Awards Annual equity award grants are generally made to NEOs on an annual basis according to a pre-established schedule that coincides with the Company’s fiscal year-based performance management cycle, allowing the Board and Compensation Committee to grant equity awards close in time to performance appraisals. Equity-based compensation awards to our executive officers are approved annually in June, with a grant date of July 1. In addition, with respect to the timing of our equity award grants:

  65. Practices Related to the Grant of Equity Awards

    | ● | We do not time equity-based awards in coordination with the release of material, non-public information and have never had a practice of doing so; and |

  66. Practices Related to the Grant of Equity Awards

    | ● | We have never timed and do not plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation. |

  67. Compensation Upon Termination of Employment Policy

    Compensation Upon Termination of Employment Policy We believe that to properly motivate and incentivize our executive team in the event of a change in control and the possibility of a termination without “cause” or a termination with “good reason,” a standardized “double trigger” change in control and severance policy is critical. We have agreed to provide payments and benefits to our NEOs and certain other executive officers in the event of a termination without “cause” or by the officer for “good reason” following a change in control transaction. Our Compensation Committee approves all change in control compensation and periodically evaluates the appropriateness of such compensation in light of advice from the Compensation Committee’s independent compensation consultant, Compensia, as well as the directors’ evaluation of the Company, the Peer Group, as identified in this Proxy Statement, and the Bitcoin mining industry generally. We believe that these change in control benefits assist in maximizing stockholder value and maintaining our NEOs’ focus in the period prior to, during and after the change in control event. Our NEO’s change in control benefit terms include the following features:

  68. Compensation Upon Termination of Employment Policy

    | ● | enhanced severance benefits in connection with a change in control require a “double trigger” (which is defined as a qualifying termination during a “change in control period”) before a NEO becomes entitled to receive such benefits; and |

  69. Compensation Upon Termination of Employment Policy

    | ● | no severance benefits for a termination for cause, or without good reason. |

  70. Compensation Upon Termination of Employment Policy

    The severance provisions are included in such NEO’s Executive Employment Agreement. With the exception of Mr. Yee, all other NEOs are eligible to receive a level of severance benefits as further identified below. Consistent with our compensation strategy, any such severance is provided for only in the event of a qualifying termination (i.e. a termination by us without “cause” or by the NEO for “good reason”).

  71. Compensation Upon Termination of Employment Policy

    | Qualifying Termination | CEO & Executive Chairman - Months of Base Salary | EVPs - Months of Base Salary | | Termination without Good Reason (with Notice) | 1 month | 1 month | | Termination Without Cause or Resignation for Good Reason | Lesser of 12 months or remainder of Employment Term | Lesser of 12 months or remainder of Employment Term | | Death or Disability | 6 months | 6 months | | Change in Control "Double Trigger" | 12 months + salary through end of Employment Term | 12 months + salary through end of Employment Term |

  72. Executive Employment Agreements

    Executive Employment Agreements We have entered into employment agreements with, and provide post-employment benefits to, our NEOs as follows:

  73. Benjamin Yi, Executive Chairman

    Benjamin Yi, Executive Chairman On November 20, 2024, we entered into an executive employment agreement with Mr. Yi, pursuant to which he has agreed to serve as our Executive Chairman for a thirty-six month term, which renews for successive twelve-month terms after the expiration of the initial term. Mr. Yi’s compensation for his services as our Executive Chairman remain as $600,000 as annual base salary, paid in cash, and 10.0 Bitcoin. Mr. Yi is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 100% of his base salary, and 10.0 Bitcoin, with a minimum target amount of 0% of his base salary. The Company pays the cash aspect of Mr. Yi’s base salary in accordance with its regular compensation practices, and the Bitcoin aspect of his base salary is paid out on a quarterly basis as of the end of each fiscal quarter completed during his employment term. As additional compensation for his services as our Executive Chairman, Mr. Yi is eligible to receive periodic grants of equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Yi may receive as compensation for his services as our Executive Chairman will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment as our Executive Chairman. During the fiscal year ended December 31, 2020, Mr. Yi served as an independent director on our Board and was not an officer or employee of the Company. As an independent director prior to becoming Executive Chairman, Mr. Yi received equity awards of 227,642 RSUs under the Company’s 2019 Equity Plan, pursuant to an equity award agreement with the Company, which vested in regular quarterly intervals and were settled in accordance with the Company’s regular compensation procedures. Mr. Yi receives no additional compensation for his services as a member of our Board.

  74. Jason Les, Chief Executive Officer

    Jason Les, Chief Executive Officer On November 20, 2024, we entered into an executive employment agreement with Mr. Les, pursuant to which he has agreed to serve as our CEO for a thirty-six month term, which renews for successive twelve-month terms after the expiration of the initial term. Mr. Les’s compensation for his services as our CEO includes $600,000 as annual base salary, paid in cash, and 10.0 Bitcoin. Mr. Les is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 100% of his base salary, and 10.0 Bitcoin, with a minimum target amount of 0% of his base salary. The Company pays the cash aspect of Mr. Les’s base salary in accordance with its regular compensation practices, and the Bitcoin aspect of his base salary is paid out on a quarterly basis as of the end of each fiscal quarter completed during his employment term. As additional compensation for his services as our CEO, Mr. Les is eligible to receive periodic grants of equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Les may receive as compensation for his services as our CEO will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment as our CEO. During the fiscal year ended December 31, 2020, Mr. Les served as an independent director on our Board and was not an officer or employee of the Company. As an independent director prior to his appointment as our CEO and Executive Director, Mr. Les received equity awards of 288,617 RSUs under the Company’s 2019 Equity Plan, pursuant to an equity award agreement with the Company, which vest in intervals and are eligible to be settled in accordance with the Company’s regular compensation procedures. Mr. Les receives no additional compensation for his services as a member of our Board.

  75. Colin Yee, EVP, Chief Financial Officer

    Colin Yee, EVP, Chief Financial Officer On April 12, 2025, we entered into a new professional services agreement with Clear Capital Management Corporation, a personal services corporation organized under the federal laws of Canada, wherein the professional services of Mr. Yee would be rendered. Pursuant to such agreement, Mr. Yee will serve as our CFO, through his professional services corporation, for a thirty-six month term which may be extended for additional twelve-month terms upon mutual written consent. Mr. Yee’s fee for his services as our EVP, CFO, is $5000,000, paid in cash, and he is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 100% of his base salary, which will be paid in accordance with the Company’s regular compensation practices. Additionally, for his services, Mr. Yee is also eligible to receive periodic grants of equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Yee may receive as compensation for his services as our CFO will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his agreement.

  76. William Jackman, EVP, General Counsel and Corporate Secretary

    William Jackman, EVP, General Counsel and Corporate Secretary Effective November 20, 2024, we entered into an executive employment agreement with Mr. Jackman, pursuant to which he agreed to serve as our EVP, General Counsel and Corporate Secretary, for a thirty-six month term, which renews for successive twelve-month terms after the expiration of the initial term. Mr. Jackman’s compensation for his services as our EVP, General Counsel and Corporate Secretary, is $500,000 as annual base salary, paid in cash. Mr. Jackman is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 100% of his base salary, which will be paid in accordance with the Company’s regular compensation practices. As additional compensation for his services Mr. Jackman is also eligible to receive equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Jackman may receive as compensation for his services as our EVP, General Counsel and Corporate Secretary will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment.

  77. Jason Chung, EVP and Head of Corporate Development & Strategy

    Jason Chung, EVP and Head of Corporate Development & Strategy Effective November 20, 2024, we entered into an employment agreement with Mr. Chung pursuant to which he agreed to serve as our EVP, Head of Corporate Development & Strategy, for a thirty-six month term, which renews for successive twelve-month terms after the expiration of the initial term. Mr. Chung’s compensation for his services as our EVP, Head of Corporate Development & Strategy, is $500,000 as annual base salary, paid in cash. Mr. Chung is eligible to receive additional annual incentive bonuses under the AIP with a target amount of 100% of his base salary, which will be paid in accordance with the Company’s regular compensation practices. As additional compensation for his services Mr. Chung is also eligible to receive equity awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Chung may receive as compensation for his services as our EVP, Head of Corporate Development & Strategy will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment.

  78. Summary Compensation Table

    Summary Compensation Table The compensation we paid to our NEOs for 2024, 2023 and 2022 is summarized in the table below:

  79. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal Position | Year | Salary | Bonus | Awards (1) | Compensation (2) | Compensation | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Jason M. Les | 2024 | 1,334,219(3) | — | 79,263,056 | 2,893,957(4) | 41,096(5) | 83,532,328 | | CEO | 2023 | 963,807(6) | — | 10,991,245 | 1,496,478(6) | 39,060 | 13,490,590 | | (Principal Executive Officer) | 2022 | 679,757(7) | — | 20,297,175 | 511,225(7) | 12,111 | 21,500,268 | | Benjamin Yi | 2024 | 1,365,153(8) | — | 79,263,056 | 2,865,610(9) | 9,591(10) | 83,503,410 | | Executive Chairman | 2023 | 986,087(11) | — | 10,991,245 | 1,496,478(11) | 28,539 | 13,502,349 | | | 2022 | 679,757(12) | — | 20,297,175 | 512,764(12) | 8,853 | 21,498,549 | | Colin Yee | 2024 | 475,000 | — | 19,755,371 | 863,750 | 8,046(13) | 21,102,167 | | EVP, CFO | 2023 | 400,000 | — | 7,327,477 | 600,000 | 7,475 | 8,334,952 | | (Principal Financial Officer) | 2022 | 228,910 | — | 3,310,534 | 200,933 | — | 3,740,377 | | William Jackman | 2024 | 500,000 | — | 19,755,371 | 915,000 | 15,951(14) | 21,186,322 | | EVP, General Counsel | 2023 | 483,710 | — | 7,327,477 | 675,000 | 30,000 | 8,516,187 | | | 2022 | 358,833 | — | 5,074,294 | 315,333 | — | 13,200,218 | | Jason Chung(15) | 2024 | 475,000 | — | 19,755,371 | 858,750 | 18,179(16) | 21,107,300 | | EVP, Head of Corporate Development & Strategy | 2023 | 375,000 | — | 7,327,477 | 562,500 | 15,582 | 8,280,559 | | | 2022 | — | — | — | — | — | — |

  80. Summary Compensation Table

    | (1) Amounts reflect the aggregate grant date fair value, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures, of the RSA, RSUs, PRSAs, and PSUs granted to the NEOs, based on the closing price per share of our common stock as of the grant date, as reported on the Nasdaq Capital Market. The FASB ASC Topic 718 grant date fair value of one RSA or RSU, in the applicable fiscal year, is the closing price of one share of our stock on the date of grant. The value for the PRSAs or PSUs, which are subject to performance conditions, is based on the probable outcome of completion of all performance conditions on the grant date of the 2021 Performance Plan or the LTIP awards, as applicable. PRSA and PSU fair value for the 2024 and 2023 LTIP awards was determined based on a third-party, multifactor Monte Carlo valuation model in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be recognized by the NEO, which depends, among other things, on the vesting of the applicable RSAs, RSUs, PRSAs, or PSUs, and the closing price per share of our common stock as of settlement of the vested award. For details as to the assumptions used to determine the grant date fair value of the RSAs, RSUs, PRSAs and PSUs, see Note 15, Note 15 and Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, 2023 and 2022, respectively. |

  81. Summary Compensation Table

    | (2) The Compensation Committee initially adopted the AIP in 2021 which awards annual non-equity incentive compensation to NEOs and other eligible employees based on achievement of designated and rigorous Company and individual performance targets during the applicable year. AIP performance targets are established annually as a percentage of the NEO’s base salary and are awarded based on the NEO’s achievement of the performance targets established during the applicable year. |

  82. Summary Compensation Table

    | (3) Reflects the following amounts paid to Mr. Les as salary compensation for services in 2024 inclusive of: $600,000 in cash and 10.0 Bitcoin (with an aggregate fair value of $734,219 measured as of the quarterly Bitcoin payment date). |

  83. Summary Compensation Table

    | (4) Includes, for Mr. Les $990,000 in cash and 16.5 Bitcoin (with an aggregate fair value of $1,671,720, measured as of the quarterly Bitcoin payment dates) for 2024 AIP non-equity compensation; and $115,000 in cash and 1.828 Bitcoin (with an aggregate fair value of $117,237 measured as of the Bitcoin payment date) for the 2023 AIP adjustment payout. |

  84. Summary Compensation Table

    | (5) Reflects the amounts paid on behalf of Mr. Les in 2024 for medical insurance coverage of $15,407, Executive Wellness Program of $15,485, life insurance of $486, disability insurance of $648, and 401(k) match of $9,070. |

  85. Summary Compensation Table

    | (6) Reflects amounts paid to Mr. Les as compensation for services in 2023, including salary compensation of: $623,473 in cash, 10.0 Bitcoin, and 0.88 Bitcoin paid time off payout compensation (with an aggregate fair value of $340,334 measured as of the quarterly Bitcoin payment date). The 2023 AIP non-equity compensation for Mr. Les includes: $826,500 in cash and 15 Bitcoin (with an aggregate fair value of $633,978, measured as of December 31, 2023). |

  86. Summary Compensation Table

    | (7) Reflects amounts paid to Mr. Les as compensation for services in 2022, including salary compensation of: $420,833 in cash and 10.0 Bitcoin (with an aggregate fair value of $258,924 measured as of the quarterly Bitcoin payment date). The 2022 AIP non-equity compensation for Mr. Les includes: $370,333 in cash and 8.80 Bitcoin (with an aggregate fair value of $140,892, measured as of December 31, 2022). |

  87. Summary Compensation Table

    | (8) Reflects the following amounts paid to Mr. Yi as salary compensation for services in 2024 inclusive of: $600,000 in cash and 10.0 Bitcoin compensation, with an aggregate fair value of $765,153 (measured as of the quarterly Bitcoin payment date). |

  88. Summary Compensation Table

    | (9) Includes, for Mr. Yi: $990,000 in cash and 16.5 Bitcoin (with an aggregate fair value of $1,642,953, measured as of the quarterly Bitcoin payment dates) for 2024 AIP non-equity compensation; and $115,000 in cash and 1.828 Bitcoin (with an aggregate fair value of $117,657 measured as of the Bitcoin payment date) for the 2023 AIP adjustment payout. |

  89. Summary Compensation Table

    | (10) Reflects the amounts paid on behalf of Mr. Yi in 2024 for medical insurance coverage of $9,591. |

  90. Summary Compensation Table

    | (11) Reflects the amounts paid to Mr. Yi as compensation for services in 2023, including salary compensation of: $638,462 in cash and 10.0 Bitcoin (with an aggregate fair value of $347,625 measured as of the quarterly Bitcoin payment date). The 2023 AIP non-equity compensation for Mr. Yi includes: $862,500 in cash and 15.0 Bitcoin (with an aggregate fair value of $633,978, measured as of December 31, 2023). |

  91. Summary Compensation Table

    | (12) Reflects the amounts paid to Mr. Yi as compensation for services in 2022, including salary compensation of: $420,833 in cash and 10.0 Bitcoin (with an aggregate fair value of $258,924 measured as of the quarterly Bitcoin payment date). The 2022 AIP non-equity compensation for Mr. Yi includes: $370,333 in cash and 8.80 Bitcoin (with an aggregate fair value of $142,431, measured as of December 31, 2022). |

  92. Summary Compensation Table

    | (13) Reflects the amounts paid on behalf of Mr. Yee in 2024 for medical insurance coverage of $6,355 and the Executive Wellness Program of $1,691. |

  93. Summary Compensation Table

    | (14) Reflects the amounts paid on behalf of Mr. Jackman in 2024 for medical insurance coverage of $15,951. |

  94. Summary Compensation Table

    | (15) Mr. Chung was not a NEO in fiscal year 2022. |

  95. Summary Compensation Table

    | (16) Reflects the amounts paid on behalf of Mr. Chung in 2024 for the Executive Wellness Program of $18,179. |

  96. Grants of Plan-Based Awards Table for Fiscal Year 2024

    Grants of Plan-Based Awards Table for Fiscal Year 2024 The following table presents, for each of our NEOs, information concerning each plan-based equity award grant made during the year ended December 31, 2024. This information supplements the information about these awards set forth in the foregoing Summary Compensation Table.

  97. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | | | | Estimated | | | | | | | | | Possible | | | | | | | | | Payouts | | | | | | | | | Under | | | All other | | | | | | Non- | | | Stock | Grant | | | | | Equity | Estimated Future | | Awards: | Date Fair | | | | | Incentive | Payouts Under | | Number of | Value of | | | | | Plan | Equity Incentive | | Shares of | Stock and | | | | | Awards(1) | Plan Awards(2) | | Stock or | Option | | | | Type of | Target | Target | Maximum | Units | Awards(3) | | Name | Grant Date | Award | ($) | (#) | (#) | (#) | ($) | | Jason Les | January 3, 2024 | AIP | 2,661,720(4) | — | — | — | — | | CEO | January 3, 2024 | PRSA | — | 2,500,000 | 5,000,000 | — | 70,900,000 | | (Principal Executive Officer) | July 1, 2024 | PRSA | — | 376,884 | 753,768 | — | 4,613,060 | | | July 1, 2024 | RSA | — | — | — | 376,884 | 3,749,996 | | | August 13, 2024 | AIP | 285,651 | — | — | — | — | | Benjamin Yi | January 3, 2024 | AIP | 2,632,953(5) | — | — | — | — | | Executive Chairman | January 3, 2024 | PRSA | — | 2,500,000 | 5,000,000 | 184,820 | 70,900,000 | | | July 1, 2024 | PRSA | — | 184,820 | 369,640 | — | 4,613,060 | | | July 1, 2024 | RSA | — | — | — | — | 3,749,996 | | | August 13, 2024 | AIP | 285,651 | — | — | — | — | | Colin Yee | January 3, 2024 | AIP | 783,750 | — | — | — | — | | EVP, CFO | January 3, 2024 | PSU | — | 500,000 | 1,000,000 | — | 14,180,000 | | (Principal Financial Officer) | July 1, 2024 | PSU | — | 251,256 | 502,512 | — | 2,499,997 | | | July 1, 2024 | RSU | — | — | — | 251,256 | 2,499,997 | | | August 13, 2024 | AIP | 80,000 | — | — | — | — | | William Jackman | January 3, 2024 | AIP | 825,000 | — | — | — | — | | EVP, General Counsel | January 3, 2024 | PRSA | — | 500,000 | 1,000,000 | — | 14,180,000 | | | July 1, 2024 | PRSA | — | 251,256 | 502,512 | — | 2,499,997 | | | July 1, 2024 | RSA | — | — | — | 251,256 | 2,499,997 | | | August 13, 2024 | AIP | 90,000 | — | — | — | — | | Jason Chung | January 3, 2024 | AIP | 783,750 | — | — | — | — | | EVP, Head of Corporate Development & Strategy | January 3, 2024 | PRSA | — | 500,000 | 1,000,000 | — | 14,180,000 | | | July 1, 2024 | PRSA | — | 251,256 | 502,512 | — | 2,499,997 | | | July 1, 2024 | RSA | — | — | — | 251,256 | 2,499,997 | | | August 13, 2024 | AIP | 75,000 | — | — | — | — |

  98. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | (1) The Compensation Committee grants non-equity incentive plan awards to each of our NEOs under the AIP on an annual basis pursuant to an employment agreement between the Company and such NEO. The target amount for each NEO’s AIP award for the year ended December 31, 2024, was set at 100% of such NEO’s base salary, and payout is determined by the Compensation Committee in its evaluation of such NEO’s performance during the year. There is no minimum threshold, and the maximum payout amount is 200% of the base salary, for participants for awards under the AIP. NEO AIP payouts are determined based on the Compensation Committee’s assessment of their achievement of performance objectives during the year. See the discussion of the AIP in the Compensation Discussion and Analysis beginning on page 30 of this Proxy Statement. |

  99. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | (2) Compensation levels and target amounts are determined and recommended by the Compensation Committee as further discussed in the Compensation Discussion and Analysis section of this Proxy Statement. The vesting schedule for each RSA and RSU awarded under the LTIP is set forth in the “Outstanding Equity Awards at Fiscal Year-End” table below, and the vesting conditions applicable to PRSA and PRSU awards are discussed further in the Compensation Discussion and Analysis. |

  100. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | (3) In accordance with SEC requirements, these amounts reflect the aggregate grant date fair value based upon probable (at target) achievement of the performance goals, excluding the effect of estimated forfeitures. The amounts reported do not reflect compensation actually received by the NEOs. Any and all unearned PRSAs that have not been achieved as of December 31, 2024 will be forfeited by the NEO. |

  101. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | (4) Mr. Les’ base salary for 2024 was $600,000 and 10.0 Bitcoin, and the 2024 AIP target amount for Mr. Les was $600,000 cash and 10.0 Bitcoin (or $933,542, based on the price of one Bitcoin on December 31, 2024, the determination date for calculation of the AIP). As disclosed, overperformance under the AIP may result in a payout over 100% (up to a maximum of 200% of base salary), as determined by the Compensation Committee. The U.S. Dollar amount of the Bitcoin ultimately awarded to Mr. Les under the AIP for 2024 is disclosed in the “Non-Equity Incentive Plan Compensation” column of the foregoing Summary Compensation Table. |

  102. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | (5) Mr. Yi’s base salary for 2024 was $600,000 and 10.0 Bitcoin, and the 2024 AIP target amount for Mr. Yi was $600,000 cash and 10.0 Bitcoin (or $933,542, based on the price of one Bitcoin on December 31, 2024, the determination date for calculation of the AIP). As disclosed, overperformance under the AIP may result in a payout over 100% (up to a maximum of 200% of base salary), as determined by the Compensation Committee. The actual U.S. Dollar amount of the Bitcoin ultimately awarded to Mr. Yi under the AIP for 2024 is disclosed in the “Non-Equity Incentive Plan Compensation” column of the foregoing Summary Compensation Table. |

  103. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The Company does not grant equity awards outside of the 2019 Equity Plan and no options were outstanding as of December 31, 2024. The following table provides information regarding the outstanding equity awards granted under the 2019 Equity Plan to our NEOs as of December 31, 2024:

  104. Outstanding Equity Awards at Fiscal Year End Table

    | | | | Stock | | | | | | | | Awards | | | | | | | | | | | Equity | | | | | | | Equity | Incentive | | | | | | | Incentive | Plan Awards | | | | | | | Plan Awards | Market | | | | | | Market | Number of | Value of | | | | | Number of | Value of | Unearned | Unearned | | | | | Shares or | Shares or | Shares or | Shares or | | | | | Units of | Units of | Units of | Units of | | | | | Stock That | Stock That | Stock That | Stock That | | | | | Have Not | Have Not | Have Not | Have Not | | | | Type of | Vested | Vested(2) | Vested | Vested(2) | | Name | Grant Date | Award(1) | # | ($) | # | ($) | | Jason Les(3) | July 13, 2023 | RSA | 123,214 | 1,258,015 | — | — | | CEO | July 13, 2023 | PRSA | — | — | 369,640 | 3,774,024 | | (Principal Executive Officer) | January 3, 2024 | PRSA | — | — | 5,000,000 | 51,050,000 | | | July 1, 2024 | RSA | 376,884 | 3,847,986 | — | — | | | July 1, 2024 | PRSA | — | — | 753,768 | 7,695,971 | | Benjamin Yi(4) | July 13, 2023 | RSA | 123,214 | 1,258,015 | — | — | | Executive Chairman | July 13, 2023 | PRSA | — | — | 369,640 | 3,774,024 | | | January 3, 2024 | PRSA | — | — | 5,000,000 | 51,050,000 | | | July 1, 2024 | RSA | 376,884 | 3,847,986 | — | — | | | July 1, 2024 | PRSA | — | — | 753,768 | 7,695,971 | | Colin Yee(5) | July 13, 2023 | RSU | 82,142 | 838,670 | — | — | | EVP, CFO | July 13, 2023 | PSU | — | — | 246,426 | 2,516,009 | | (Principal Financial Officer) | January 3, 2024 | PSU | — | — | 1,000,000 | 10,210,000 | | | July 1, 2024 | RSU | 251,256 | 2,565,324 | — | — | | | July 1, 2024 | PSU | — | — | 502,512 | 5,130,648 | | William Jackman(6) | July 13, 2023 | RSA | 82,142 | 838,670 | — | — | | EVP, General Counsel | July 13, 2023 | PRSA | — | — | 246,426 | 2,516,009 | | | January 3, 2024 | PRSA | — | — | 1,000,000 | 10,210,000 | | | July 1, 2024 | RSA | 251,256 | 2,565,324 | — | — | | | July 1, 2024 | PRSA | — | — | 502,512 | 5,130,648 | | Jason Chung(7) | July 13, 2023 | RSA | 82,142 | 838,670 | — | — | | EVP, Head of Corporate Development & Strategy | July 13, 2023 | PRSA | — | — | 246,426 | 2,516,009 | | | January 3, 2024 | PRSA | — | — | 1,000,000 | 10,210,000 | | | July 1, 2024 | RSA | 251,256 | 2,565,324 | — | — | | | July 1, 2024 | PRSA | — | — | 502,512 | 5,130,648 |

  105. Outstanding Equity Awards at Fiscal Year End Table

    | (1) All awards were granted under the 2019 Equity Plan pursuant to equity award agreements between the NEOs and the Company as of the grant date shown. RSAs and RSUs vest upon specified vesting dates (e.g., vesting in arrears following the end of each fiscal year completed after the grant date), provided the NEO’s service with the Company has not ceased prior to the vesting date. Unvested PRSAs and PSUs are eligible to vest upon the Company’s achievement of specified Performance Objectives and targets (specified under the LTIP, as applicable), provided the NEO’s service with the Company has not ceased prior to the date the Compensation Committee certifies the achievement of the Performance Objectives and targets (or a portion thereof) relating to the awards, as specified under the LTIP. For additional information the LTIP, see “Long-Term Equity Incentives” on page 41 of this Proxy Statement. Subject to any provisions relating to accelerated vesting upon a change in control or post-termination, unvested RSAs, PRSAs, RSUs and PSUs are subject to forfeiture if a separation from service occurs prior to the vesting event. See “Potential Post-Employment Benefits” on page 59 of this Proxy Statement. |

  106. Outstanding Equity Awards at Fiscal Year End Table

    | (2) Based on the closing price per share of our common stock on December 31, 2024 of $10.21, as reported on the Nasdaq Capital Market. |

  107. Outstanding Equity Awards at Fiscal Year End Table

    | (3) Includes: (a) 184,820 RSAs granted July 13, 2023 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2026, (b) up to a maximum of 369,640 unvested PRSAs granted July 13, 2023 which are eligible to vest, if at all, on July 31, 2026, (c) up to a maximum of 5,000,000 unvested PRSAs granted January 3, 2024 (see the “2023 LTIP One-Time Supplemental Performance-based Award” heading) which are eligible to vest, if at all, on July 31, 2026, amending the original PRSA award granted on July 13, 2023, (d) 376,884 RSAs granted July 1, 2024 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2027, and (e) up to a maximum of 753,768 unvested PRSAs granted July 1, 2024 which are eligible to vest, if at all, on July 1, 2027. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance. |

  108. Outstanding Equity Awards at Fiscal Year End Table

    | (4) Includes: (a) 184,820 RSAs granted July 13, 2023 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2026, (b) up to a maximum of 369,640 unvested PRSAs granted July 13, 2023 which are eligible to vest, if at all, on July 31, 2026, (c) up to a maximum of 5,000,000 unvested PRSAs granted January 3, 2024 (see the “2023 LTIP One-Time Supplemental Performance-based Award” heading) which are eligible to vest, if at all, on July 31, 2026, amending the original PRSA award granted on July 13, 2023, (d) 376,884 RSAs granted July 1, 2024 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2027, and (e) up to a maximum of 753,768 unvested PRSAs granted July 1, 2024 which are eligible to vest, if at all, on July 1, 2027. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance. |

  109. Outstanding Equity Awards at Fiscal Year End Table

    | (5) Includes: (a) 123,213 RSUs granted July 13, 2023 under the LTIP which are eligible to vest as to one-third (1/3) per year through July 1, 2026, (b) up to a maximum of 246,426 unvested PSUs which are eligible to vest, if at all, July 31, 2026, (c) up to a maximum of 1,000,000 unvested PSUs granted January 3, 2024 (see the “2023 LTIP One-Time Supplemental Performance-based Award” heading) which are eligible to vest, if at all, July 31, 2026, (d) 251,256 RSUs granted July 1, 2024 under the LTIP which are eligible to vest as to one-third (1/3) per year through July 1, 2027, and (e) up to a maximum of 502,512 unvested PSUs which are eligible to vest, if at all, July 1, 2027. The vesting of PRSAs and PSUs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance. |

  110. Outstanding Equity Awards at Fiscal Year End Table

    | (6) Includes: (a) 123,213 RSAs granted July 13, 2023 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2026, (b) up to a maximum of 246,426 unvested PRSAs granted July 13, 2023 which are eligible to vest, if at all, on July 31, 2026, (c) up to a maximum of 1,000,000 unvested PRSAs granted January 3, 2024 (see the “2023 LTIP One-Time Supplemental Performance-based Award” heading) which are eligible to vest, if at all, on July 31, 2026, amending the original PRSA award granted on July 13, 2023, (d) 251,256 RSAs granted July 1, 2024 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2027, and (e) up to a maximum of 502,512 unvested PRSAs granted July 1, 2024 which are eligible to vest, if at all, on July 1, 2027. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance. |

  111. Outstanding Equity Awards at Fiscal Year End Table

    | (7) Includes: (a) 123,213 RSAs granted July 13, 2023 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2026, (b) up to a maximum of 246,426 unvested PRSAs granted July 13, 2023 which are eligible to vest, if at all, on July 31, 2026, (c) up to a maximum of 1,000,000 unvested PRSAs granted January 3, 2024 (see the “2023 LTIP One-Time Supplemental Performance-based Award” heading) which are eligible to vest, if at all, on July 31, 2026, amending the original PRSA award granted on July 13, 2023, (d) 251,256 RSAs granted July 1, 2024 under the LTIP which are eligible to vest as to one third (1/3) per year through July 1, 2027, and (e) up to a maximum of 502,512 unvested PRSAs granted July 1, 2024 which are eligible to vest, if at all, on July 1, 2027. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance. |

  112. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table presents, for each of the NEOs, the number of shares of Riot’s common stock underlying the stock options and stock grants which vested during 2024, as well as the aggregate value realized upon the exercise of such vested options and the settlement of such vested stock grants.

  113. Option Exercises and Stock Vested Table

    | | | Option Awards | | Stock Awards | | | | | Number of | | Number of | | | | | Shares | Value | Shares | Value | | | | Acquired | Realized | Acquired | Realized | | | | Upon | Upon | Upon | Upon | | | Type of | Exercise | Exercise | Vesting | Vesting (1) | | Name | Award | (#) | ($) | (#) | ($) | | Jason Les | PRSA | — | — | 30,000 | 471,900 | | CEO (Principal Executive Officer) | RSA | — | — | 1,485,884 | 14,472,510 | | | RSA | — | — | 61,606 | 612,980 | | Benjamin Yi | PRSA | — | — | 30,000 | 471,900 | | Executive Chairman | RSA | — | — | 1,485,884 | 14,472,510 | | | PRSA | — | — | 61,606 | 612,980 | | Colin Yee | RSA | — | — | 12,571 | 147,458 | | EVP, CFO (Principal Financial Officer) | PRSA | — | — | 14,000 | 220,220 | | | RSA | — | — | 12,569 | 114,378 | | | RSA | — | — | 37,147 | 361,812 | | | RSU | — | — | 41,071 | 408,656 | | William Jackman | PRSA | — | — | 14,000 | 220,220 | | EVP, General Counsel | RSA | — | — | 371,471 | 3,618,128 | | | RSA | — | — | 41,071 | 408,656 | | Jason Chung | PRSA | — | — | 14,000 | 220,220 | | EVP, Head of Corporate Development | RSA | — | — | 30,678 | 375,499 | | | RSA | — | — | 41,071 | 408,656 |

  114. Option Exercises and Stock Vested Table

    | (1) Calculated by multiplying (i) the fair market value of Riot’s common stock on the vesting date, which was determined using the closing price on the Nasdaq Capital Market of a share of Riot’s common stock on the date of vesting, or if such day falls on a weekend or holiday, on the immediately preceding trading day, by (ii) the number of shares of Riot’s common stock underlying the vested RSA or PRSA, as appropriate. |

  115. CEO Pay Ratio

    CEO Pay Ratio We are required under Item 402(u) of Regulation S-K to calculate and disclose our “CEO pay ratio.” We conduct our business within the continental United States and as of December 31, 2024, we had 783 employees, of whom approximately 0.7% are located outside the United States. We have not excluded employees located outside the United States when identifying the median employee. For 2024, the median annual total compensation of all employees of the Company, excluding our CEO, was $58,875.14, and the annual total compensation of our CEO was $83,532,328, as reported in the “Summary Compensation Table” on page 53 of this Proxy Statement. Accordingly, the ratio of our CEO’s annual total compensation to the median annual compensation of all employees (excluding the CEO) was 1,419:1. We used total compensation to determine the median employee as of December 31, 2024, which includes (i) annual base salary plus annual incentives paid to salaried employees and (ii) hourly salary rate times annual hours plus additional adjustments for annual incentives, shift differentials, actual overtime rates, and other cash allowances paid to hourly employees and any equity granted to eligible employees. The ratio and annual total compensation amount of the median employee are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. The Company notes that its ratio and annual total compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee may vary significantly among companies.

  116. Pay vs. Performance

    Pay vs. Performance The following tables summarize the relationship between executive compensation for our principal executive officer (also known as CEO), other NEOs, and financial performance measures for the Company’s five (5) most recently completed fiscal years, calculated in accordance with Item 402(v) of Regulation S-K. The disclosure included in this section is prescribed by SEC rules and Section 953(a) of the Dodd-Frank Act, and it does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and compensation paid to its NEOs. For discussion of how Riot views its executive compensation, including alignment with the Company’s performance, see “Compensation Discussion and Analysis” beginning on page 30 of this Proxy Statement. Please review the tables and associated narrative and graphical disclosure together for a more complete presentation of such relationship over the periods presented.

  117. Pay vs. Performance

    | | | | | | Average | | | | | | | | | | | | Summary | Average | Value of Initial Fixed | | | Company | | | Summary | Summary | | | Compensation | Compensation | $100 Investment | | | Selected | | | Compensation | Compensation | Compensation | Compensation | Table Total | Actually Paid | Based On: | | Net | Measure | | | Table Total | Table Total for | Actually | Actually Paid to | Paid | to | | Peer | Income (loss) | Adjusted | | | for | Mr. | Paid to | Mr. | to non-PEO | non-PEO | | Group | (in | EBITDA | | | Mr. Les(1) | McGonegal(2) | Mr. Les(3) | McGonegal(3) | NEOs(4) | NEOs(3)(4) | TSR | TSR | thousands) | (in | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | thousands)(7)($) | | 2024 | 83,532,328 | — | 55,439,295 | — | 36,724,800 | 26,210,124 | 911.61 | 181.61(5) | 109,401 | 463,189 | | 2023 | 13,490,590 | — | 42,806,252 | — | 9,658,511 | 18,573,480 | 1,381.25 | 146.52(6) | (49,472) | 214,021 | | 2022 | 21,500,269 | — | 4,979,102 | — | 7,788,383 | 377,785 | 302.68 | 105.56(7) | (509,553) | (67,193) | | 2021 | 21,876,868 | 18,196,470 | 23,262,732 | 10,634,670 | 17,197,333 | 12,682,777 | 1,993.75 | 134.57(7) | (15,437) | 74,909 | | 2020 | — | 698,581 | — | 1,934,593 | 401,970 | 2,243,803 | 1,516.96 | 118.36(7) | (14,107) | (7,769) |

  118. Pay vs. Performance

    | (1) Mr. Les became the CEO of Riot and its principal executive officer on February 8, 2021, succeeding Jeffrey McGonegal. Amounts reported for 2021 include all compensation paid to Mr. Les during the year, as reported on the Summary Compensation Table (“SCT”), in their entirety. |

  119. Pay vs. Performance

    | (2) Mr. McGonegal served as Riot’s CEO from February 15, 2019, and as CEO and Chief Financial Officer (principal financial officer) from his appointment as of August 15, 2019 until he was succeeded by Mr. Les as CEO. Thereafter, Mr. McGonegal continued in his role as Chief Financial Officer until his retirement and transition to his present role as Senior Advisor to the Company as of September 26, 2022. Accordingly, the amounts reported for 2021 include the total compensation paid to Mr. McGonegal for 2021, as reported on the SCT, in their entirety. |

  120. Pay vs. Performance

    | (3) Compensation Actually Paid (“CAP”) reflects the total compensation reported in the SCT for the applicable year adjusted to include or exclude the amounts shown in the tables below for Riot’s NEOs: |

  121. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return Due to the relative nascence of our industry, prior to 2023 we did not compare our performance against a self-constructed peer group and instead use a Published Industry Index. We established a Peer Group as of 2023, which has subsequently been amended as further described in the Compensation Discussion and Analysis — Factors Considered in Setting Compensation and Role of Peer Data section of this Proxy Statement. As such, we previously utilized the Russell 2000 Index. The graph below shows a comparison of the Company’s TSR and the Russell 2000 Index assuming a $100 investment in the Company and in the Russell 2000 Index for the period starting December 31, 2019 that was held through the end of December 31, 2023, as it compares to CAP. Historical stock performance is not necessarily indicative of future stock performance. The following graph shows a comparison of the Company’s TSR and that of the members of our 2024 Peer Group with available publicly traded market data as of, and subsequent to, December 31, 2018, that was held through the end of each year listed in the first table set forth. The 2024 Peer Group TSR consists of: MARA Holdings Inc. (MARA), Hut 8 Corp. (HUT), CleanSpark, Inc. (CLSK), HIVE Digital Technologies, Ltd. (HIVE), Bit Digital, Inc. (BTBT), TeraWulf Inc. (WULF), and Mawson Infrastructure Group, Inc. (MIGI), as it compares to CAP. The following graph shows a comparison of the Company’s TSR and that of the members of our 2025 Peer Group with available publicly traded market data as of, and subsequent to, December 31, 2018, that was held through the end of each year listed in the first table set forth. The 2025 Peer Group TSR consists of: A10 Networks (ATEN), AppFolio, Inc. (APPF), CleanSpark, Inc. (CLSK), Fastly, Inc. (FSLY), , Hut 8 Corp. (HUT), MARA Holdings (MARA), MicroStrategy, Inc. (MSTR), Rapid7, Inc. (RPD), Repay Holdings Corp. (RPAY), and TeraWulf Inc. (WULF), as it compares to CAP.

  122. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income As shown in the chart below, the year-over-year changes in our CAP from 2020 to 2021, from 2021 to 2022, from 2022 to 2023, and from 2023 to 2024 generally tracked along the same trendline as our Net Income over the same period, increasing from 2020 to 2021, decreasing from 2021 to 2022, then increasing again from 2022 to 2023 and 2023 to 2024. This is largely due to our overall compensation mix, a substantial portion of which is equity-based performance shares and heavily impacted by our stock price. Year-over-year changes in CEO CAP over the same period are more pronounced due to the impact of performance-based equity compensation, which makes up a substantially larger portion of the total target direct compensation paid to our CEO than it does for our other NEOs. All performance shares vest over three years.

  123. Compensation Actually Paid vs. Adjusted EBITDA

    Compensation Actually Paid vs. Adjusted EBITDA As shown in the chart below, the year-over-year changes in our CAP from 2020 to 2021, from 2021 to 2022, and from 2022 to 2023 generally tracked along the same trendline as our Adjusted EBITDA over the same period, increasing from 2020 to 2021, decreasing from 2021 to 2022, and increasing from 2022 to 2023. The Company’s Adjusted EBITDA from 2023 to 2024 increased. The 2022 decrease in Adjusted EBITDA was largely due to impairment charges to certain intangible assets, including the Bitcoin we held following the decline in the market value of Bitcoin during that period. The changes in CAP are primarily due to our overall pay mix, a large portion of which is equity-based performance shares and heavily impacted by stock price, as discussed above. The 2023 and 2024 increases in Adjusted EBITDA were largely due to higher Bitcoin mining revenue resulting from our increase in deployed hash rate and higher Bitcoin prices, increases in the value of our Bitcoin held from higher Bitcoin prices, and increases in power curtailment credits as disclosed in our 2023 and 2024 Annual Reports.