DEF 14A of Hut 8 Corp.
Filed Apr 30, 2025 · FY20230001558370-25-005913
A MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER
| “Throughout this transformation, our decisions were grounded in fundamentals: capital discipline, operational efficiency, and a long- term orientation. These fundamentals have guided us in the past, and they will continue to guide us in the future.” | On behalf of our board of directors and our entire company, we are pleased to invite you to attend our 2025 Annual Meeting of Stockholders to be held on Wednesday, June 18, 2025, at 10:00 a.m. (Eastern Time) at www.virtualshareholdermeeting.com/HUT2025. Just over a year ago, I made a commitment to set Hut 8 on a new trajectory. That commitment was grounded in the belief that we could fundamentally transform our business through deliberate design, rigorous planning, and disciplined execution. In 2024, we delivered on that commitment. We executed a comprehensive transformation of the legacy Hut 8 business, driving measurable improvements in performance while establishing what we believe is a resilient foundation for profitable, long-term growth. This transformation was driven by three core objectives: optimizing operations, fortifying our capital strategy, and developing a high-velocity power origination pipeline. At the heart of our transformation was a simple conviction: that the value of energy will continue to rise as the technologies fueling both daily life and world-changing innovation place ever-greater demands on a constrained electrical grid. As power becomes the defining constraint in digital infrastructure development, we believe access to scalable, cost-competitive energy assets will be the most important differentiator in our industry. With that in mind, we shut down underperforming assets, energized new facilities, and deployed our proprietary energy curtailment software, Reactor, across the legacy Hut 8 portfolio. These actions delivered measurable impact, including a 30% reduction in our average energy cost per megawatt-hour and an approximately eight-point increase in gross margin per Bitcoin mined from Q4 2023 to Q4 2024. In parallel, we institutionalized operational discipline—recruiting veteran leaders from the energy and infrastructure sectors, expanding our in-house development program, and launching a data science function to optimize energy consumption across our fleet. We also executed an integrated capital strategy to support balanced, risk-adjusted growth. Strategic deleveraging was central to this approach, as was the introduction of a proactive treasury management framework, under which we expanded our strategic Bitcoin reserve to more than 10,000 Bitcoin at year-end 2024. These actions contributed to a material increase in institutional ownership, which rose from approximately 12% at the end of Q1 2024 to approximately 55% at year-end 2024. In a supply-constrained market, access to capacity is a critical advantage. Our ability to execute today is underpinned by the scale and velocity of our power development pipeline. Over the past year, we expanded our origination platform by engineering a disciplined, data-driven approach to site selection and portfolio construction. From Q2 2024 to year-end 2024, development capacity under diligence had more than quadrupled to 12,000 megawatts, while capacity under exclusivity had more than doubled to 2,800 megawatts. These milestones reflect not only the caliber of our team—which includes former senior executives from leading utilities, power generators, and energy investment firms—but also our ability to advance high-potential opportunities with institutional speed and rigor. |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
| | our BOARD OF DIRECTORS RECOMMENDs that YOU VOTE “FOR” EACH DIRECTOR NOMINEE |
PROPOSAL 1: ELECTION OF DIRECTORS
| | Our board of directors is currently comprised of eight directors. At the Annual Meeting, stockholders will vote to elect as directors of the Company the eight nominees named in this proxy statement. Each of the directors elected at the Annual Meeting will hold office until the 2026 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until their earlier death, resignation, or removal. The board of directors has nominated Joseph Flinn, Asher Genoot, Michael Ho, E. Stanley O’Neal, Carl J. (Rick) Rickertsen, Mayo A. Shattuck III, William Tai, and Amy Wilkinson for election at the Annual Meeting. All of the nominees are currently serving as directors and have indicated their willingness to serve, if elected, but in the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. In determining that each director should be nominated for re-election, our board of directors considered his or her service, business experience, prior directorships, qualifications, attributes, and skills described in the biography set forth below under “Corporate Governance—Executive Officers and Directors.” |
PROPOSAL 1: ELECTION OF DIRECTORS
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PROPOSAL 1: ELECTION OF DIRECTORS
Executive Officers and Directors The following table sets forth information regarding our executive officers and directors, including their ages as of the date hereof.
PROPOSAL 1: ELECTION OF DIRECTORS
| Executive Officers | | Age | Position(s) Held | Audit Committee | Compensation and Talent Development Committee | Nominating and Governance Committee | | Asher Genoot | | 30 | Chief Executive Officer & Director | | | | | Sean Glennan | | 42 | Chief Financial Officer | | | | | Michael Ho | | 31 | Chief Strategy Officer & Director | | | | | Victor Semah | | 43 | Chief Legal Officer & Corporate Secretary | | | | | Non-Employee Directors | | | | | | | | William Tai | | 62 | Chair | | | | | Joseph Flinn | | 60 | Independent Director | | | | | E. Stanley O’Neal | | 73 | Independent Director | | | | | Carl J. (Rick) Rickertsen | | 65 | Independent Director | | | | | Mayo A. Shattuck III | | 70 | Independent Director | | | | | Amy Wilkinson | | 52 | Independent Director | | | | | | Chair | | | | | |
Non-EMPLOYEE Directors
Non-EMPLOYEE Directors
Non-EMPLOYEE Directors
| Mr. Tai has served as the Chair of our board of directors since the consummation of the Business Combination, and had previously served as a director and Chair of the board of Legacy Hut since March 2018. | WILLIAM TAI | Age: 62 | | | Mr. Tai is a venture capitalist and was an early investor in high profile start-ups including Canva, Color Genomics, Dapper Labs, Safety Culture, Tweetdeck, and Zoom Video. Previously, Mr. Tai co-founded several successful technology companies including IPInfusion and Treasure Data Inc., where he served as Chairman, and has served as a director of seven publicly listed companies. Mr. Tai holds a Bachelor of Science in Electrical Engineering with Honors from the University of Illinois and a Master of Business Administration from Harvard University. | | | | Reason for Nomination We believe that Mr. Tai is qualified to serve as a member of our board of directors due to his track record of scaling highly successful companies in nascent markets. | | | Mr. Flinn has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of Legacy Hut since August 2018. | JOSEPH FLINN | Age: 60 | | | Mr. Flinn has served as the Chief Financial Officer of Seaboard Transportation Group, a major international bulk transportation group of companies, since March 2019. Prior thereto, Mr. Flinn served as President of Clarke Transportation Group, a major North American shipping and transportation company, from March 2017 to February 2019. Mr. Flinn also held senior leadership positions at Sysco Corporation from 2008 to 2015, where he played an integral role as both Chief Financial Officer of Sysco Canada, and President of Sysco Canada’s Eastern Division. Mr. Flinn holds a Bachelor of Commerce from Saint Mary’s University and is a chartered professional accountant. Mr. Flinn is a member of the Institute of Corporate Directors and holds an ICD.D designation. | | | | Reason for Nomination We believe that Mr. Flinn is qualified to serve as a member of our board of directors due to his extensive experience in corporate finance. | |
Non-EMPLOYEE Directors
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Non-EMPLOYEE Directors
| Mr. O’Neal has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of USBTC since March 2021. | E. STANLEY O’NEAL | Age: 73 | | | Mr. O’Neal is the former Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc. (“Merrill Lynch”). He became Merrill Lynch’s chief executive in 2002 and was elected Chairman of Merrill Lynch in 2003, serving in both positions until October 2007. Mr. O’Neal worked for Merrill Lynch for 21 years. He was named President and Chief Operating Officer in 2001 and before that was President of the brokerage firm’s U.S. Private Client group. He served as Executive Vice President and Chief Financial Officer of Merrill Lynch from 1998 until 2000 and also held the position of Executive Vice President and Co-Head of the Corporate and Institutional Client Group for one year starting in 1997. Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility, including General Assistant Treasurer. He served on General Motor’s board of directors from 2001-2006 and on Arconic’s board of directors from 2008 (through Arconic’s predecessor, Alcoa) to August 2023. He also served as director of American Beacon Advisors, Inc. from 2009 to September 2012. Mr. O’Neal currently serves on the boards of Clearway Energy, Inc. and Element Solutions Inc. (formerly Platform Specialty Products Corporation). He received a Bachelor of Science from Kettering University (formerly General Motors Institute) and Master of Business Administration with distinction in Finance from Harvard Business School. | | | | Reason for Nomination We believe that Mr. O’Neal is qualified to serve on our board of directors due to his extensive and relevant experience in executive leadership roles in energy and financial services. | |
Non-EMPLOYEE Directors
| Mr. Rickertsen has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of Legacy Hut since December 2021. | CARL J. (RICK) RICKERTSEN | Age: 65 | | | Mr. Rickertsen is currently managing partner of Pine Creek Partners LLC, a private equity investment firm, a position he has held since January 2004. From September 1994 to January 2004, Mr. Rickertsen was a managing partner at Thayer Capital Partners where he founded three private equity funds totaling over $1.4 billion. Mr. Rickertsen has also served as a director of MicroStrategy Incorporated, a Bitcoin treasury and business intelligence company, since October 2002, where he is currently the chair of the compensation committee and a member of the audit committee, and Magnera Corporation, a non-woven materials company, since October 2024, where he is currently the chair of the audit committee and a member of the compensation committee. Mr. Rickertsen has also served as a member of the board of directors and audit and compensation committees of Berry Global Inc., a global manufacturer and marketer of value-added plastic consumer packaging and engineered materials, from January 2013 to November 2024. He served as a member of the boards of directors and audit committees of Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc., each of which is a closed-end management investment company, from 2011 and 2013, respectively, to January 2024. Mr. Rickertsen received a Bachelor of Science from Stanford University and a Master of Business Administration from Harvard Business School. He is also a published author. | | | | Reason for Nomination We believe that Mr. Rickertsen is qualified to serve on our board of directors due to his extensive experience serving on corporate boards across the financial services, industrial, and technology sectors. | |
Non-EMPLOYEE Directors
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Non-EMPLOYEE Directors
| Mr. Shattuck has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of USBTC since December 2021. | MAYO A. SHATTUCK III | Age: 70 | | | Mr. Shattuck previously served as the Chairman of Exelon from February 2012 to April 2022, and previously served as the Executive Chairman of the Board of Exelon from March 2012 through February 2013. Prior to its merger with Exelon, Mr. Shattuck was the Chairman, President, and Chief Executive Officer of Constellation Energy from October 2001 to February 2012. Constellation Energy owned energy-related businesses, including a wholesale and retail power marketing and merchant generation business. Mr. Shattuck was previously at Deutsche Bank, where he served as Chairman of the Board and CEO of Deutsche Banc Alex. Brown and as Global Head of Investment Banking and Global Head of Private Banking. While Chairman and CEO of Constellation Energy and Executive Chairman of Exelon, Mr. Shattuck served as Chairman of the Board of the Institute of Nuclear Power Operations and was a member of the Executive Committee of the Board of Edison Electric Institute and the Nuclear Energy Institute. He was also Co-Chairman of the Center for Strategic & International Studies Commission on Nuclear Policy in the United States and Executive Committee member of the Council on Competitiveness. Mr. Shattuck also currently serves on the board of directors of Gap Inc. since 2002, as Board Chair, and Capital One Financial Corporation since 2003. Mr. Shattuck has a Bachelor of Arts from Williams College and a Master of Business Administration from the Stanford Graduate School of Business. | | | | Reason for Nomination We believe that Mr. Shattuck is qualified to serve as a member of our board of directors due to his extensive and relevant experience in executive leadership roles in energy and financial services. | |
Non-EMPLOYEE Directors
| Ms. Wilkinson has served on our board of directors since the consummation of the Business Combination, and had previously served as a director of USBTC since August 2022. | AMY WILKINSON | Age: 52 | | | Ms. Wilkinson is the Chief Executive Officer of Ingenuity Corporation, an innovation consulting firm, a role she has held since founding the firm in January 2017. She has also served as a director of INNOVATE Corp. since August 2022, where she is currently a member of the audit committee and compensation committee. Ms. Wilkinson also serves as a Lecturer in Management at the Stanford Graduate School of Business, a role she has held since May 2015. Before joining the Stanford Graduate School of Business, Ms. Wilkinson was a Kauffman Foundation Grantee for Research on High Growth Entrepreneurs from 2013 to 2015 and a Senior Fellow at the Harvard Kennedy School of Government from 2009 to 2015. Ms. Wilkinson served in The White House as a White House Fellow and Special Assistant to the United States Trade Representative from 2004 to 2007. She also has experience as a strategy consultant at McKinsey & Company and as a mergers and acquisitions banker at J.P. Morgan. Ms. Wilkinson holds a Bachelor of Arts and a Master of Arts from Stanford University and a Master of Business Administration from the Stanford Graduate School of Business. | | | | Reason for Nomination We believe that Mr. Wilkinson is qualified to serve as a member of our board of directors due to her extensive blue-chip experience in international business, public policy, entrepreneurship, and innovation. | |
Non-EMPLOYEE Directors
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Non-EMPLOYEE Directors
Board Independence Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has, in accordance with the Nasdaq listing rules, determined:
Non-EMPLOYEE Directors
| Non-Independent Directors | Independent Directors | | Asher Genoot | William Tai | | Michael Ho | E. Stanley O’Neal | | | Mayo A. Shattuck III | | | Amy Wilkinson | | | Carl J. (Rick) Rickertsen | | | Joseph Flinn |
Non-EMPLOYEE Directors
Under the Nasdaq listing rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. Messrs. Genoot and Ho are not considered independent by virtue of their positions as executive officers. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us regarding each director’s relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director, and certain transactions involving such directors and their affiliates, on the one hand, and the Company, on the other hand. In addition to determining whether each director satisfies the director independence requirements set forth in the Nasdaq listing rules, in the case of members of the audit committee and compensation and talent development committee, our board of directors also made an affirmative determination that independent members of such committees also satisfy heightened independence standards under SEC, Nasdaq, and TSX rules for audit committee members and compensation and talent development committee members. Board Leadership Structure Under our Corporate Governance Principles and Guidelines, the board of directors will fill the positions of the chairperson of the board of directors (“Chair”) and the chief executive officer (the “CEO”) based upon its view of what is in the best interests of the company in light of the our circumstances at the time. These guidelines do not require the separation of the offices of the Chair and the CEO. Mr. Tai currently serves as the Chair and Mr. Genoot currently serves as the CEO. The board of directors believes that the separation of the role of Chair and CEO is an appropriate, effective, and efficient leadership structure at this time. The board of directors periodically reviews its leadership structure and may make changes in the future. Communication with the Board of Directors Any stockholder or other interested parties who would like to communicate with the board of directors, the independent directors as a group, or any specific member or members of the board of directors should send such communications to the attention of the Corporate Secretary, Hut 8 Corp., at our principal executive offices at 1101 Brickell Avenue, Suite 1500, Miami, FL 33131. Communications should contain instructions on which member or members of the board of directors the communication is intended for. Such communications will generally be forwarded to the intended recipients. However, our Corporate Secretary may, in his or her sole discretion, decline to forward any communications that are inappropriate.
Non-EMPLOYEE Directors
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Non-EMPLOYEE Directors
Board Role in Risk Oversight We are exposed to a number of risks, and we regularly identify and evaluate these risks and our risk management strategy. Management is principally responsible for identifying, evaluating, and managing the risks on a day-to-day basis, under the oversight of the board of directors and the audit committee. Our audit committee is responsible for overseeing our enterprise risk management processes, including our guidelines and policies governing the process of risk assessment and risk management, which includes cybersecurity, as well as assessing our major financial risk exposures and the steps taken by management to monitor and control such exposures. Our compensation and talent development committee reviews our compensation-related risks, including assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and governance committee reviews governance-related risks, including assessing the effectiveness of our Code of Business Conduct and Ethics, our Corporate Governance Principles and Guidelines, and our Board Mandate. In addition, our board of directors is presented with information at its regularly scheduled and special meetings regarding risks facing our Company, and management provides more frequent, informal communications to our board of directors between regularly scheduled meetings, which are designed to give the board of directors regular updates about our business. Our board of directors considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk. Board Committees Our board of directors has the authority to appoint committees to perform certain management and administrative functions. Our board of directors has established an audit committee, a compensation and talent development committee, and a nominating and governance committee, each of which has the composition and the responsibilities described below. Our board of directors may from time to time establish other committees.
Non-EMPLOYEE Directors
| Audit Committee | | | | The principal purpose of our audit committee is to assist our board of directors in its oversight of: ● the quality and integrity of our financial statements and related information; ● the independence, qualifications, appointment, and performance of our external auditor; ● our disclosure controls and procedures, internal control over financial reporting, and management’s responsibility for assessing and reporting on the effectiveness of such controls; ● the organization and performance of our internal audit function; ● our compliance with applicable legal and regulatory requirements; and ● our enterprise risk management processes. | | The audit committee consists of Messrs. Flinn, O’Neal, and Shattuck, with Mr. Flinn serving as the chair of the audit committee. Our board of directors has determined that each of Messrs. Flinn, O’Neal, and Shattuck is an independent director under Nasdaq and TSX listing standards and is independent under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our board of directors has further determined that each of the members of the audit committee satisfies the financial literacy and sophistication requirements of the SEC and Nasdaq and TSX listing standards. In addition, our board of directors has determined that each of Messrs. Flinn, O’Neal, and Shattuck qualifies as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). | |
Non-EMPLOYEE Directors
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Non-EMPLOYEE Directors
| Compensation and Talent Development Committee | | | | The principal purpose of our compensation and talent development committee is to assist our board of directors in its oversight of: ● executive compensation; ● management development and succession; ● director compensation; and ● executive compensation disclosure. | | The compensation and talent development committee consist of Messrs. Shattuck and Rickertsen and Ms. Wilkinson, with Mr. Shattuck serving as the chair of the compensation and talent development committee. Messrs. Shattuck and Rickertsen and Ms. Wilkinson are non-employee directors, as defined in Rule 16b-3 promulgated under the Exchange Act and are “outside directors,” as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Our board of directors has determined that Messrs. Shattuck and Rickertsen and Ms. Wilkinson are independent as defined under the applicable Nasdaq and TSX listing standards, including the standards specific to members of a compensation committee. | |
Director Nomination Process
| ● | Annual cash incentives: discretionary based on the Company and individual’s performance, designed to reward both immediately measurable accomplishments and actions that create longer-term value and reinforce pay-for-performance principles; and |
Director Nomination Process
| ● | Long-term incentives: designed to promote retention of our executives and provide executives with long-term performance-based incentives that are intended to further align their interests with those of our stockholders and reinforce pay-for-performance principles. |
Role of our Independent Compensation Consultant
Role of our Independent Compensation Consultant The compensation committee engaged Pay Governance LLC (“PayGovernance”) as its independent compensation consultant in 2023 to advise on the compensation program for fiscal year 2024. PayGovernance advised the Committee on market practices, peer group composition, executive compensation program design, and executive pay levels. PayGovernance also provided advice on setting compensation for our independent directors. PayGovernance does not provide any other services to us. Following a review of our relationship with PayGovernance during 2024, the compensation committee determined that PayGovernance is independent and that its work did not raise any conflicts of interest. In late 2024, the compensation committee engaged a new compensation consultant, Compensia, Inc. (“Compensia”), to advise on our 2025 executive and director compensation programs to provide further insight on pay practices and ensure that our compensation program effectively balances competitive market practices, investor expectations, best-practice governance standards, and our business strategy. The compensation committee has determined that Compensia is independent and that Compensia’s work does not raise any conflicts of interest.
Role of Market Data and PEERS
Role of Market Data and PEERS In 2023, the compensation committee engaged PayGovernance to support the development of a peer group of publicly traded companies across the Bitcoin mining sector, broader digital infrastructure ecosystem, and wider technology industry and to gather relevant compensation data from those companies. Among the companies considered, the compensation committee evaluated data from Applied Digital Corporation, Bitfarms Ltd., Cipher Mining Inc., CleanSpark, Inc., Core Scientific, Inc., MARA Holdings, Inc., Riot Platforms, Inc., and TeraWulf Inc. When evaluating peers, the compensation committee considered several factors, including industry, revenue, market capitalization, and growth stage. While the compensation committee engaged PayGovernance to assist in selecting and analyzing compensation data from our peers—demonstrating its commitment to remaining informed on prevailing market practices—it did not use this data as a strict benchmark for our executive compensation program in 2024. Instead, the compensation committee focused on designing an executive compensation program for 2024 that was intended to motivate our executives to lead the Company through a transformational year and position it for long-term success. The compensation committee’s goal was to structure the fixed component of the executive compensation program towards the lower to middle-range of peers, targeting approximately 25-50% of various peer sets considered, while designing a program heavily weighted toward at-risk performance-based compensation, in line with our overarching compensation philosophy of (i) aligning pay-for-performance and (ii) aligning executives’ interests with those of our stockholders.
Role of Market Data and PEERS
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Role of Market Data and PEERS
2024 Named Executive Officer Compensation
2024: A TRANSITION YEAR
| (1) Assuming maximum payout of PSUs. |
Annual Cash Incentives
Annual Cash Incentives Our 2024 annual cash incentives were designed to motivate the achievement of critical near-term objectives while maintaining the flexibility needed during a post-Business Combination integration year. Our compensation committee recognized that setting traditional performance goals in early 2024 was challenging as we were in the midst of integrating operations and undergoing a strategic shift under new leadership. Therefore, we implemented a discretionary annual cash incentive framework for 2024 based on a combination of Company performance, individual contributions, and the target annual bonus outlined in each executive’s employment agreement. In 2024, under the leadership of Messrs. Genoot and Ho, we successfully navigated a transformative year, achieving numerous strategic and operational milestones that demonstrated strong execution and positioned the business for long-term growth. The compensation committee viewed these achievements relative to expectations and determined that Messrs. Genoot and Ho far exceeded their annual cash incentive targets. Such accomplishments include:
Annual Cash Incentives
| ● | Significant operational and efficiency achievements: reduced our energy cost per megawatt-hour by ~30% and increased our gross profit margin per Bitcoin mined by eight points from Q4 2023 to Q4 2024; developed and energized our Salt Creek mining facility in just over three months; acquired Vega, a 205 megawatt behind-the-meter site in Texas; and expanded our development pipeline to 12,300 megawatts with 2,800 megawatts of capacity under exclusivity as of year-end 2024; |
Annual Cash Incentives
| ● | Strategic and financial initiatives: secured a colocation agreement with BITMAIN for large-scale ASIC hosting; executed a purchase agreement with BITMAIN for an ASIC fleet upgrade with a beneficial pledge structure; fortified our balance sheet, including increasing our Bitcoin reserves above 10,000 Bitcoin as of year-end 2024; appointed key executive leaders, including Messrs. Glennan and Semah; converted Anchorage Digital’s debt to equity at a premium; closed a $150 million strategic investment from Coatue to partner in building AI infrastructure; launched Highrise AI, our GPU-as-a-Service platform; launched a $500 million at-the-market offering program and a $250 million stock repurchase program; and attracted new institutional investors and analyst coverage; and |
Annual Cash Incentives
| ● | Stockholder value: as a result of our significant operational and efficiency achievements and strategic and financing initiatives, our stock price increased meaningfully over 2024, resulting in increased stockholder value. |
Annual Cash Incentives
These significant accomplishments, driven by Messrs. Genoot and Ho’s strategic vision and leadership, supported the compensation committee’s determination that bonuses should reflect the extraordinary performance delivered during this pivotal year. Since Messrs. Glennan and Semah joined the Company in 2024, their annual bonus determinations were more closely aligned with the target amounts specified in their employment agreements. Actual annual bonuses for 2024 earned in total by the NEOs were as follows:
Annual Cash Incentives
| | 2024 Target Annual Bonus | | 2024 Actual Annual Bonus | | | Name(1) | % of Base Salary | Target Amount | % of Target | Payment Amount | | Asher Genoot | 100% | $550,000 | 200% | $1,100,000 | | Sean Glennan(2) | 100% | $400,000 | 36% | $145,356 | | Michael Ho | 100% | $490,000 | 200% | $980,000 | | Victor Semah | 85% | $318,750 | 100% | $318,750 | | Jaime Leverton | 100% | $550,000 | — | — | | Shenif Visram | 60% | $225,000 | — | — | | Aniss Amdiss | 60% | $225,000 | — | — |
Annual Cash Incentives
| (1) Ms. Leverton and Messrs. Visram and Amdiss departed from the Company in 2024 and as a result were not eligible to receive an annual bonus for 2024. However, Ms. Leverton and Mr. Amdiss received payment in lieu of their annual bonuses pursuant to their respective separation arrangements. See “Compensation of Named Executive Officers.” |
Annual Cash Incentives
| (2) Mr. Glennan’s 2024 annual bonus was prorated based on the number of days he worked for the Company in 2024. |
Annual Cash Incentives
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Long-Term Incentives
Long-Term Incentives In support of our compensation philosophy, we believe that a significant portion of an NEO’s compensation should be at risk and aligned with our performance. The compensation committee considers at-risk pay to include long-term incentive awards given that the potential value will vary based on performance and our stock price. We believe that our long-term incentive program is essential in aligning our management team with stockholders’ long-term interests. In 2024, our compensation committee determined to grant 100% of Messrs. Genoot and Ho’s long-term equity in performance stock units (“PSUs”) under our 2023 Omnibus Incentive Plan. PSUs were deliberately chosen to signal and reinforce our pay-for-performance philosophy by linking the value of awards to the achievement of specific strategic objectives, ensuring that executives are rewarded for meaningful performance outcomes. The PSUs also align executive and stockholder interests, as the value of the awards is directly tied to our stock price, and have a strong retention component because once performance goals are met, executives must still satisfy the time-based conditions to earn the awards, encouraging long-term executive commitment. Upon joining the Company in 2024, as part of their initial compensation packages, Messrs. Glennan and Semah were granted long-term incentives under our 2023 Omnibus Incentive Plan split evenly between PSUs and restricted stock units (“RSUs”). PSUs: Executives officers received a “target” number of PSUs, with vesting contingent on both time-based (three years) and performance-based (stock price) conditions. The number of PSUs that will vest will be determined based on the highest volume-weighted average of our stock price over a twenty consecutive trading day period (the “20-Day VWAP”) during a two-year performance period, which starts approximately one year following the grant date. We designed our three-year PSUs to have a delayed performance period to incentivize sustained, long-term value creation rather than short-term decision-making designed to simply achieve the performance hurdles in year one. Furthermore, upon achieving the performance metrics, management must still meet the approximate three-year cliff vesting period, which promotes retention, long-term stockholder alignment, and performance.
Long-Term Incentives
| Highest 20-Day VWAP During Performance Period (1) | Percentage of Target PSUs Earned (2) | | Does not exceed 20-Day VWAP set forth in respective grant agreement by at least 50% (3) | —% | | Exceeds 20-Day VWAP set forth in respective grant agreement by at least 50% (4) | 100% | | Exceeds 20-Day VWAP set forth in respective grant agreement by at least 100% (5) | 200% |
Long-Term Incentives
| (1) The performance period for Messrs. Genoot, Ho, and Semah commenced on March 26, 2025 and will end on March 26, 2027. The performance period for Mr. Glennan’s PSUs will commence on August 21, 2025 and end on August 21, 2027. |
Long-Term Incentives
| (2) No interpolation occurs between these performance thresholds. |
Long-Term Incentives
| (3) Messrs. Genoot, Ho, and Semah will receive 0% of the target PSUs if the highest 20-Day VWAP during the performance period is less than $12.47. Mr. Glennan will receive 0% of the target PSUs if the highest 20-Day VWAP during the performance period is less than $20.24. |
Long-Term Incentives
| (4) Messrs. Genoot, Ho, and Semah will receive 100% of the target PSUs if the highest 20-Day VWAP during the performance period is between $12.47 and $16.62. Mr. Glennan will receive 100% of the target PSUs if the highest 20-Day VWAP during the performance period is between $20.24 and $26.98. |
Long-Term Incentives
| (5) Messrs. Genoot, Ho, and Semah will receive 200% of the target PSUs if the highest 20-Day VWAP during the performance period is equal to or greater than $16.62. Mr. Glennan will receive 200% of the target PSUs if the highest 20-Day VWAP during the performance period is equal to or greater than $26.98. |
Long-Term Incentives
RSUs: Messrs. Glennan and Semah received RSUs as part of their initial compensation packages upon joining the Company. The RSUs generally vest in equal annual installments over three years, subject to the executive’s continued employment with the Company. Equity grant date fair values: The grant date fair values for grants made in 2024 are as follows:
Long-Term Incentives
| Name(1) | Annual PSU Award | Sign-On Awards | Total 2024 LTI Awards | | Asher Genoot | $8,635,384 | — | $8,635,384 | | Sean Glennan(2) | — | $1,213,139 | $1,213,139 | | Michael Ho | $8,635,384 | — | $8,635,384 | | Victor Semah(3) | — | $1,859,355 | $1,859,355 |
Long-Term Incentives
| (1) Ms. Leverton and Messrs. Visram and Amdiss were not eligible to receive any long-term incentive awards for 2024 as a result of their departure from the Company. |
Long-Term Incentives
| (2) Mr. Glennan’s sign-on RSUs and PSUs had a grant date fair value of $451,823 and $761,316, respectively. |
Long-Term Incentives
| (3) Mr. Semah’s sign-on RSUs and PSUs had a grant date fair value of $672,360 and $1,186,995, respectively. |
Long-Term Incentives
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Other Compensation Arrangement and Benefits
Other Compensation Arrangement and Benefits The NEOs receive the same benefits package available to our other employees, which consists primarily of health and wellness offerings and paid time off. We also reimburse Messrs. Genoot and Ho for annual dues for their ongoing membership in the Young Presidents’ Organization. Clawback Policy In compliance with the Nasdaq listing standards issued in connection with the SEC rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, our board of directors adopted a Clawback Policy in November 2023. The Clawback Policy provides that, upon a required accounting restatement, any incentive-based compensation received by current or former executive officers during the three years preceding the restatement that exceeded amounts owed based on the restated financials will be recovered by the Company. A copy of our Clawback Policy is filed as Exhibit 97.1 to our Annual Report. Equity Granting Policy We do not grant equity awards in anticipation of the release of material nonpublic information. We did not grant any stock options in 2024, and, at this time, we have no plans to grant stock options to NEOs in the future. Stock Ownership Guidelines and Stock Holding Requirement Our board of directors has established the following stock ownership guidelines (“Guidelines”) for the amount of our shares of our common stock that executive officers (as a multiple of their base salary) and non-employee members of our board of directors (as a multiple of their annual retainer) must hold:
Other Compensation Arrangement and Benefits
Individuals covered by the Guidelines are required to achieve the applicable ownership threshold within five years after first becoming subject to the Guidelines, which were adopted in November 2023. For purposes of assessing compliance with the Guidelines, annual base salary and annual cash retainer is measured as of December 31 of the most recently completed calendar year. Annual cash retainer does not include any additional fees a non-employee board member may receive, such as for committee service or chairmanships. Shares included in the calculation to assess compliance with the Guidelines include shares in which an individual (or an individual’s child or spouse) has a direct or indirect pecuniary interest, unvested RSUs and earned PSUs (even if subject to continued time-vesting conditions). The value of a share is based on the closing price of our common stock on the most recent trading day prior to the applicable valuation date. In addition, each executive officer and member of our board of directors may not sell more than 50% of the net number of shares received by such person following the vesting and settlement of RSUs, the vesting and settlement of PSUs, or the exercise of stock options until the required ownership level under the Guidelines has been met. After achievement of the ownership level required by the Guidelines, each individual must continue to retain enough shares to maintain such level for so long as such individual is subject to the Guidelines.
Non-Employee Director Compensation
Non-Employee Director Compensation Non-employee directors are generally reimbursed for business expenses incurred directly in connection with their roles and duties, including travel, meals, and lodging. The following table sets forth information concerning the compensation that we paid or awarded to our non-employee directors from January 1, 2024 through December 31, 2024. Ms. Leverton and Messrs. Genoot and Ho did not receive any additional compensation in connection with their role as directors in 2024. In 2024, each of our non-employee directors elected to receive 100% of their director compensation as equity in lieu of cash.
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| | | | | Non-Equity | Nonqualified | | | | | Fees Earned | | | Incentive | Deferred | | | | | or | | | Plan | Compensation | All Other | | | | Paid in Cash | Stock Awards | Option Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($)(1) | ($) | ($) | ($) | ($) | ($) | | Joseph Flinn | — | 393,429 | — | — | — | — | 393,429 | | Alexia Hefti(2) | — | 160,165 | — | — | — | — | 160,165 | | Stanley O'Neal | — | 375,318 | — | — | — | — | 375,318 | | Carl J. Rickertsen | — | 362,204 | — | — | — | — | 362,204 | | Mayo A. Shattuck III | — | 405,919 | — | — | — | — | 405,919 | | William Tai | — | 387,186 | — | — | — | — | 387,186 | | Amy Wilkinson(3) | — | 387,186 | — | — | — | 10,298 | 397,484 |
2024 Director Compensation
| (1) The amounts under the “Stock Awards” column represents the aggregate grant date fair value of the RSUs granted to each non-employee director during the fiscal year ended December 31, 2024, with such aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For complete FASB ASC Topic 718 disclosures for the awards, see Note 19 to the consolidated financial statements in our Annual Report. |
2024 Director Compensation
The following table shows the numbers of RSUs and grant date fair value for each RSU grant made to our non-employee directors during the fiscal year ended December 31, 2024.
2024 Director Compensation
| Name | RSU Grants (March 26, 2024)(a) | RSU Grants (August 12, 2024)(b) | | Joseph Flinn | 17,918 RSUs (grant date value of $177,030) | 18,999 RSUs (grant date value of $216,399) | | Alexia Hefti | 16,211 RSUs (grant date value of $160,165) | — | | Stanley O'Neal | 16,780 RSUs (grant date value of $165,787) | 18,396 RSUs (grant date value of $209,531) | | Carl J. Rickertsen | 16,496 RSUs (grant date value of $162,981) | 17,491 RSUs (grant date value of $199,223) | | Mayo A. Shattuck III | 18,487 RSUs (grant date value of $182,652) | 19,602 RSUs (grant date value of $223,267) | | William Tai | 17,633 RSUs (grant date value of $174,215) | 18,698 RSUs (grant date value of $212,971) | | Amy Wilkinson | 17,633 RSUs (grant date value of $174,215) | 18,698 RSUs (grant date value of $212,971) |
2024 Director Compensation
| (a) These RSUs vested on the date of the 2024 Annual General Meeting. |
2024 Director Compensation
| (b) These RSUs will vest on the date of the Annual Meeting. |
2024 Director Compensation
| (2) Ms. Hefti did not stand for re-election in the 2024 Annual General Meeting. |
2024 Director Compensation
| (3) The amount under the “All Other Compensation” column for Ms. Wilkinson represents reimbursements for certain director continuing education expenses. |
2024 Director Compensation
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2024 Director Compensation
The following tables and related disclosures provide information about the relationship between executive compensation and certain measures of our financial performance for our principal executive officers (the “PEOs”) and our other named executive officers (the “Non-PEO NEOs”). This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee or CEO, as applicable, make compensation decisions. For further information on our compensation decisions, please see “Compensation Discussion and Analysis.”
2024 Director Compensation
| | Summary | | | | | | | | | | | | | | Compensation | | | | | | | | | | | | | | Table | Compensation | Summary | Compensation | Summary | | | | | | | | | | Total for | Actually | Compensation | Actually | Compensation | Compensation | Average Summary | Average | | Peer Group | | Non-GAAP | | | PEO | Paid to PEO | Table Total for | Paid to PEO | Table | Actually | Compensation | Compensation | Total | Total | Net | Adjusted | | Fiscal | Michael | Michael | PEO Jaime | Jaime | Total for PEO | Paid to PEO | Table Total for | Actually Paid to | Shareholder | Shareholder | Income | EBITDA | | Year | Ho(1) | Ho(2) | Leverton(1) | Leverton(2) | Asher Genoot(1) | Asher Genoot(2) | Non-PEO NEOs(3) | Non-PEO NEOs(4) | Return(5) | Return(6) | ($ in millions)(7) | ($ in millions)(8) | | 2024 | $— | $— | $1,513,429 | $(817,791) | $10,280,140 | $19,638,720 | $3,168,634 | $6,004,177 | $195 | $110 | $331.4 | $555.7 | | 2023 | $5,956,568 | $7,677,578 | $47,258 | $6,876,878 | $— | $— | $967,293 | $6,283,441 | $127 | $134 | $21.9 | $85.7 |
2024 Director Compensation
| (1) Mr. Ho served as the PEO of USBTC, which was the accounting acquirer in the Business Combination. Ms. Leverton served as our PEO following the Business Combination through February 2024. Mr. Genoot is our current PEO and has served as our PEO since February 2024. The amounts reported under the “Summary Compensation Table Total” reflect the total compensation amounts reported in the “Summary Compensation Table” for each of our PEOs for each respective year in which such individual served as PEO for any portion of the year. For Ms. Leverton, the 2023 Summary Compensation Table reflects the compensation she received following the completion of the Business Combination. |
2024 Director Compensation
| (2) The amounts reported in these columns represent the compensation actually paid (“CAP”) to our PEOs for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their respective total compensation reported in the “Summary Compensation Table” for the indicated fiscal years and adjusted as shown in the tables below: |
2024 Director Compensation
| | | | | | | | | Fair Value at | | | | | | | | | Change | Change | Fair Value of | Start of Fiscal | | | | | | | | | in Value of | in Value of | Vested Awards | Year of Awards | | | | | | | Grant Date | Year End | Unvested Awards | Vested Awards | Granted and | that Failed to | Total | | | Fiscal | | | Value of | Value of | Granted in Prior | Granted in Prior | Vested in Current | Meet Vesting | Equity Award | | | Year | Executives | SCT | New Awards | New Awards | Fiscal Years | Fiscal Years | Fiscal Year | Conditions | Adjustments | CAP | | 2024 | PEO: Jaime Leverton | $1,513,429 | $— | $— | $— | $(2,331,220) | $— | $— | $(2,331,220) | $(817,791) | | | PEO: Asher Genoot | $10,280,140 | $(8,635,384) | $19,427,205 | $— | $(1,433,241) | $— | $— | $17,993,964 | $19,638,720 | | 2023 | PEO: Michael Ho | $5,956,568 | $(5,685,103) | $— | $— | $— | $7,406,113 | $— | $7,406,113 | $7,677,578 | | | PEO: Jaime Leverton | $47,258 | $— | $— | $5,653,773 | $3,566,862 | $— | $(2,391,015) | $6,829,620 | $6,876,878 |
2024 Director Compensation
| (3) The amounts reported under the “Average Summary Compensation Table Total” reflect the average of the total compensation amounts reported in the “Summary Compensation Table” for each of our Non-PEO NEOs in the indicated year. The Non-PEO NEOs for 2023 were Messrs. Genoot and Block. The Non-PEO NEOs for 2024 were Messrs. Ho, Glennan, Semah, Visram, and Aniss Amdiss. |
2024 Director Compensation
| (4) The amounts reported in this column represent the CAP to our Non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the “Summary Compensation Table” for the indicated fiscal year and adjusted as shown in the table below: |
2024 Director Compensation
| | | | | | | | | Fair Value at | | | | | | | | | Change | Change | Fair Value of | Start of Fiscal | | | | | | | | | in Value of | in Value of | Vested Awards | Year of Awards | | | | | | | Grant Date | Year End | Unvested Awards | Vested Awards | Granted and | that Failed to | Total | | | Fiscal | | | Value of | Value of | Granted in Prior | Granted in Prior | Vested in Current | Meet Vesting | Equity Award | | | Year | Executives | SCT | New Awards | New Awards | Fiscal Years | Fiscal Years | Fiscal Years | Conditions | Adjustments | CAP | | 2024 | Non-PEO NEOs | $3,168,634 | $(2,341,576) | $5,308,980 | $— | $(131,860) | $— | $— | $5,117,119 | $6,004,177 | | 2023 | Non-PEO NEOs | $967,293 | $(675,153) | $4,636,907 | $— | $800,368 | $554,027 | $— | $5,991,301 | $6,283,441 |
2024 Director Compensation
Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate these fair values did not materially differ from those disclosed at the time of grant.
2024 Director Compensation
| (5) Pursuant to Item 402(v) of Regulation S-K, the total shareholder return (“TSR”) comparison assumes $100 was invested in our common stock on December 4, 2023 (the first trading following the completion of the Business Combination) using the closing stock price on that date (the “Measurement Date”). |
2024 Director Compensation
| (6) The TSR peer group is based on a sub-group of our industry peers, namely Applied Digital Corporation, Bitfarms Ltd., Cipher Mining Inc., CleanSpark, Inc., Core Scientific, Inc., MARA Holdings, Inc., Riot Platforms, Inc., and TeraWulf Inc. The comparison assumes $100 was invested in this set of peers on the Measurement Date. |
2024 Director Compensation
| (7) Reflects net income for the twelve months ended December 31, 2024, included in our Annual Report, and net income for the twelve months ended December 31, 2023, included in our Transition Report on Form 10-K for the fiscal year ended December 31, 2023. |
2024 Director Compensation
| (8) Non-GAAP Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss), adjusted for impacts of interest expense, income tax provision or benefit, depreciation and amortization, foreign exchange gains or losses, gain on debt extinguishment, gain on derivatives, gain on bargain purchase, our share of unconsolidated joint venture depreciation and amortization, the removal of non-recurring transactions, impairment on assets, gain or loss on sale of property and equipment, loss from discontinued operations, net loss attributable to non-controlling interests, and stock-based compensation expense in the period presented. Other than TSR and net income, Adjusted EBITDA represents the most important financial performance measure used to link CAP to company performance. |
2024 Director Compensation
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2024 Director Compensation
Compensation Actually Paid versus Performance Measures CAP, as calculated pursuant to Item 402(v) of Regulation S-K, reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals. Below are graphs showing the relationship between CAP to our PEOs and Non-PEO NEOs for the twelve months ended December 31, 2023 and 2024 to (i) our TSR, (ii) our net income, and (iii) our Adjusted EBITDA:
2024 Director Compensation
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2024 Director Compensation
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2024 Director Compensation
Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers
as amended as of May 27, 2024 and April 23, 2025
| (c) No Participant who is a non-employee director of the Company shall be granted Awards during any calendar year that, when aggregated with such non-employee director’s cash fees with respect to such calendar year, exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for the Company’s financial reporting purposes). The Administrator may make exceptions to increase such limit to $1,000,000 for an individual non-employee director in extraordinary circumstances, such as where a non-employee director serves as the non-executive chairman of the Board or lead independent director, or as a member of a special litigation or transactions committee of the Board, as the Administrator may determine in its sole discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation involving such non-employee director. |