|
Name and Address of Beneficial Owner
|
|
|
Amount and Nature of
|
|
|
|
Named Executive Officers and Directors
:
|
|
|
|
|
|
|
|
Fred Thiel (Chief Executive Officer and Chairperson of the Board)
(2)
|
|
|
962,159
|
|
|
*
|
|
James Crawford (Chief Operating Officer)
(3)
|
|
|
364,246
|
|
|
*
|
|
Salman Khan (Chief Financial Officer)
(4)
|
|
|
171,004
|
|
|
*
|
|
Ashu Swami (Chief Technology Officer)
(5)
|
|
|
168,177
|
|
|
*
|
|
Adam Swick (Chief Growth Officer)
(6)
|
|
|
139,934
|
|
|
*
|
|
Georges Antoun
(7)
|
|
|
95,890
|
|
|
*
|
|
Kevin A. DeNuccio
(8)
|
|
|
238,087
|
|
|
*
|
|
Sarita James
(9)
|
|
|
62,446
|
|
|
*
|
|
Jay Leupp
(10)
|
|
|
124,869
|
|
|
*
|
|
Vicki Mealer-Burke
(11)
|
|
|
1,000
|
|
|
*
|
|
Doug Mellinger
(12)
|
|
|
114,803
|
|
|
*
|
|
Said Ouissal
(13)
|
|
|
41,375
|
|
|
*
|
|
All Executive Officers and Directors as a Group (13 Persons)
(14)
|
|
|
2,597,241
|
|
|
*
|
|
5% Stockholders
:
|
|
|
|
|
|
|
Jane Street Group, LLC
(15)
250 Vesey Street, 6
th
Floor
New York, NY 10281
|
|
14,404,233.7
|
|
|
6.5%
|
BlackRock, Inc.
(16)
50 Hudson Yards
New York, NY 10001
|
|
17,192,377
|
|
|
8.1%
|
The Vanguard Group, Inc.
(17)
100 Vanguard Blvd.
Malvern, PA 19355
|
|
23,473,587
|
|
|
10.54%
|
|
*
|
Percentage of shares beneficially owned does not exceed 1.0% of our outstanding shares of common stock.
|
|
(1)
|
For purposes of this table, the percent of class is based upon 269,028,574 shares of our Common Stock issued and outstanding as of March 31, 2024. Restricted stock units which may be settled within 60 days of March 31, 2024, are deemed beneficially owned and outstanding for computing the percentage ownership of the person or entity holding such securities, but are not considered outstanding for computing the percentage ownership of any other person or entity.
|
|
(2)
|
Mr. Thiel’s beneficial ownership includes direct ownership of (i) 654,699 shares of Common Stock and (ii) restricted stock units for 307,460 shares of Common Stock that may be settled within 60 days of March 31, 2024.
|
|
(3)
|
Mr. Crawford’s beneficial ownership includes direct ownership of (i) 336,625 shares of Common Stock and (ii) restricted stock units for 27,621 shares of Common Stock that may be settled within 60 days of March 31, 2024.
|
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(4)
|
Mr. Khan’s beneficial ownership includes direct ownership of (i) 110,062 shares of Common Stock and (ii) restricted stock units for 60,942 shares of Common Stock that may be settled within 60 days of March 31, 2024.
|
|
(5)
|
Mr. Swami’s beneficial ownership includes direct ownership of (i) 135,801 shares of Common Stock and (ii) restricted stock units for 32,376 shares of Common Stock that may be settled within 60 days of March 31, 2024.
|
|
(6)
|
Mr. Swick’s beneficial ownership includes direct ownership of (i) 113,118 shares of Common Stock and (ii) restricted stock units for 26,816 shares of Common Stock that may be settled within 60 days of March 31, 2024.
|
|
(7)
|
Mr. Antoun’s beneficial ownership reflects his direct ownership of 95,890 shares of Common Stock.
|
|
(8)
|
Mr. DeNuccio’s beneficial ownership reflects his direct ownership of 238,087 shares of Common Stock.
|
|
(9)
|
Ms. James’ beneficial ownership reflects her direct ownership of 62,446 shares of Common Stock.
|
|
(10)
|
Mr. Leupp’s beneficial ownership includes direct ownership of 124,869 shares of Common Stock.
|
|
(11)
|
Ms. Mealer-Burke’s beneficial ownership reflects her direct ownership of 1,000 shares of Common Stock.
|
|
(12)
|
Mr. Mellinger’s beneficial ownership reflects his direct ownership of 114,803 shares of Common Stock.
|
|
(13)
|
Mr. Ouissal’s beneficial ownership reflects his direct ownership of 41,375 shares of Common Stock.
|
|
(14)
|
The amount beneficially owned by the directors and executive officers as a group consists of an aggregate of (i) 2,115,202 shares of Common Stock, and (ii) restricted stock units for 482,039 shares of Common Stock that may be settled within 60 days of March 31, 2024.
|
|
(15)
|
This information is based solely on Amendment No. 1 to the Schedule 13G filed with the SEC on February 9, 2024, by Jane Street Group, LLC and its subsidiaries, Jane Street Capital, LLC, Janet Street Options, LLC and Jane Street Global Trading, LLC, filing together as a group. This stockholder has shared voting and dispositive power over all such shares.
|
|
(16)
|
This information is based solely on Amendment No. 2 to the Schedule 13G filed with the SEC on January 25, 2024, by BlackRock, Inc. and its subsidiaries listed on Exhibit A thereto filing together as a group. This stockholder has sole voting power over 16,933,087 of such shares of Common Stock and sole dispositive power over all such shares of Common Stock.
|
|
(17)
|
This information is based solely on Amendment No. 3 to the Schedule 13G filed with the SEC on February 13, 2024, by the Vanguard Group, including investment companies registered under the Investment Company Act of 1940 and other managed accounts. This stockholder has shared voting power over 391,605 of such shares of Common Stock, sole dispositive power over 22,888,751 of such shares of Common Stock, and shared dispositive power over 584,836 of such shares of Common Stock.
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Set forth below is information regarding each of our executive officers as of April 29, 2024:
|
|
|
|
Age
|
|
|
Date First Elected or
Appointed
|
|
|
Position(s)
|
|
Fred Thiel
|
|
|
63
|
|
|
April 24, 2018
|
|
|
Chief Executive Officer and Chairperson of the Board (Class I)
|
|
Salman Khan
|
|
|
45
|
|
|
June 14, 2023
|
|
|
Chief Financial Officer
|
|
James Crawford
|
|
|
49
|
|
|
March 1, 2013
|
|
|
Chief Operating Officer
|
|
John Lee
|
|
|
56
|
|
|
November 21, 2022
|
|
|
Chief Accounting Officer
|
|
Ashu Swami
|
|
|
44
|
|
|
December 20, 2021
|
|
|
Chief Technology Officer
|
|
Adam Swick
|
|
|
34
|
|
|
March 1, 2023
|
|
|
Chief Growth Officer
|
Fred Thiel – Chief Executive Officer and Chairperson of the Board (Class I)
Mr. Thiel’s biography can be found in the section titled “
Directors—Director Nominees
.”
Salman Khan – Chief Financial Officer
Mr. Khan has served as our Chief Financial Officer since June 2023. Mr. Khan previously served as chief financial officer, principal financial officer, principal accounting officer and treasurer of Verb Technology Company, Inc. (Nasdaq: Verb) (“Verb”) since March 2022. In January 2022, Mr. Khan was appointed as the interim chief financial officer by the board of directors of Verb. Mr. Khan joined Verb in May 2021 as executive vice president of corporate development and strategic planning where he worked closely with our chief executive officer in connection with mergers and acquisitions and capital market activities. From August 2006 to May 2021, Mr. Khan served in various senior executive level positions with increasing responsibilities such as director of renewable energy, director of corporate development, director of technical accounting and financial reporting, and business division controller and chief financial officer with Occidental Petroleum Corporation and its spinoff, California Resources Corporation. Mr. Khan has 25 years of finance and accounting experience with eight years at Arthur Andersen, PricewaterhouseCoopers and Ernst Young, where he served domestic and international clients in technology, media, telecommunications, entertainment, and biotechnology industries. Mr. Khan holds a Master in Business Administration from the University of Michigan, Ross School of Business and is a licensed chartered certified accountant (United Kingdom).
James Crawford – Chief Operating Officer
Mr. Crawford has served as our Chief Operating Officer since March 2013. Mr. Crawford was a founding member of Kino Interactive, LLC, and of AudioEye, Inc. Mr. Crawford’s experience as an entrepreneur spans the entire life cycle of companies from start-up capital to compliance officer and director of reporting public companies. Prior to his involvement as our Chief Operating Officer, Mr. Crawford served as a director and officer of Augme Technologies, Inc., beginning March 2006 through March 2013, and assisted the company in maneuvering through the initial challenges of acquisitions executed by the company through 2011 that established the company as a leading mobile marketing company in the United States. Mr. Crawford is experienced in public company finance and compliance functions. He has extensive experience in the area of intellectual property creation, management and licensing. Mr. Crawford also served on the board of directors Modavox and Augme Technologies, and as founder and managing member of Kino Digital, Kino Communications, and Kino Interactive. Mr. Crawford holds a Master in Business from Washington State University.
John Lee – Chief Accounting Officer
Mr. Lee has served as our Chief Accounting Officer since November 2022. Mr. Lee has over 30 years of diversified accounting and finance experience from public accounting to large public companies in the retail industry. Prior to serving as our Chief Accounting Officer, Mr. Lee was vice president, corporate controller at Wakefern Food Corporation since April 2022. Prior to that, Mr. Lee served as vice president of financial operations and financial planning at Amerigas Propane, Inc. from 2016 to April 2022; held several senior positions at Ascena Retail Group, Inc. (Formerly Charming Shoppes, Inc.) as senior vice president – controller/shared services from 2012 to 2016, senior vice president – chief accounting officer controller from
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2010 to 2012; and served as senior vice president – corporate accounting from 2001 to 2012. Mr. Lee started his career in public accounting at Ernst Young, LLP performing audits of public companies, where he progressed to senior manager. Mr. Lee is a Certified Public Accountant in the State of Pennsylvania and holds a Bachelor of Science in Commerce Engineering with a concentration in Accounting and Finance from Drexel University.
Ashu Swami – Chief Technology Officer
Mr. Swami has served as our Chief Technology Officer since December 2021. Mr. Swami joined us from Core Scientific Inc. where he served as the chief principal officer from February 2021 to September 2021, leading the company’s foray into DeFi and heading the mining hardware and software optimization tech. Prior to that, from January 2019 to February 2021, he was the chief technology officer of Apifiny Inc., a hybrid CEX and DEX crypto exchange. Previously, from January 2016 to Dec 2018, Mr. Swami headed a special purpose vehicle of Quadeye Securities LLC, which pioneered and traded mining swaps, operated cloud mining data centers, and served as the chief advisor to Fortune 50 companies including Intel Corp on Blockchain initiatives. From 2013 to 2015, he founded LocalPad, a p2p marketplace and payments plugin that provided eBay-in-a-box like functionality to large blogs to monetize their user base. Prior to that, from 2007 to 2013, Mr. Swami was a portfolio manager and led the high frequency market-making business at Morgan Stanley Program Trading to become a top five market maker in U.S. ETFs. From 2002 to 2007, Mr. Swami spent over four years as a senior component designer and Tech Lead in Intel’s Enterprise Platforms Group. Mr. Swami holds a Bachelor of Technology in Computer Science and Engineering from IIT Bombay, and a Master of Business Administration from Duke University.
Adam Swick – Chief Growth Officer
Mr. Swick has served as our Chief Growth Officer since March 2023. Mr. Swick is an experienced investor, startup operator, and management consultant with extensive experience in corporate strategy and cryptocurrency. Prior to joining us, he served as a principal at Refinery Ventures from 2020 to 2021, an early stage venture capital firm, where he was responsible for identifying, analyzing, and recommending business strategies to accelerate the growth of all companies in Refinery’s portfolio. Before Refinery, Mr. Swick was the director of strategic finance at Kraken Digital Asset Exchange from 2018 to 2020, where he managed the company’s balance sheet, debt program, investor relations, and all forecasting activities. Prior to Kraken, he founded Swick Capital, a crypto-asset hedge fund, worked at Pritzker Group Venture Capital in Chicago from 2015 to 2017, where he evaluated early stage investment opportunities, and was a consultant at Boston Consulting Group from 2012 to 2015, where he consulted for a variety of Fortune 500 clients in industries such as healthcare, consumer goods, information technology, and nonprofits. Mr. Swick holds a Master of Business Administration from the Kellogg School of Management at Northwestern University and a Bachelor of Science in finance from the Wharton School of Business at the University of Pennsylvania.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis section addresses the compensation philosophy, objectives, policies and arrangements that apply to our named executive officers and other senior management personnel. The purpose of this section is to provide our stockholders with a thorough understanding of our executive compensation program for 2023. This narrative discussion is intended to be read together with the 2023 Summary Compensation Table and the related tables, footnotes and disclosures set forth below. References throughout this section to the “committee” refer to our Compensation Committee.
This section is divided into the following parts:
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•
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Named Executive Officers
|
|
•
|
Compensation Philosophy and Objectives
|
|
•
|
2023 Compensation Considerations
|
|
•
|
Compensation Consultant
|
|
•
|
Governance Practices and Polices
|
|
•
|
Elements of Our 2023 Executive Compensation Program
|
|
•
|
Employment / Severance / Change-in-Control Agreements
|
|
•
|
Other Compensation Policies and Practices
|
|
•
|
Executive Compensation Tables
|
|
•
|
Compensation Risk Considerations
|
|
•
|
Equity Compensation Plan Information
|
This section contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements relate to our current plans, expectations and determinations regarding our executive compensation programs, policies and arrangements. Actual compensation programs, policies and arrangements that we adopt in the future may differ materially from those discussed in this section. Please refer to the section of this Proxy Statement titled “
Cautionary Note Regarding Forward-Looking Statements
” for additional information.
As determined pursuant to SEC rules, our named executive officers for 2023 and their positions with us are as follows:
|
•
|
Fred Thiel, our Chief Executive Officer and Chairperson of the Board (Principal Executive Officer);
|
|
•
|
Salman Khan, our Chief Financial Officer, who commenced employment with us on June 7, 2023 (Principal Financial and Accounting Officer);
|
|
•
|
James Crawford, our Chief Operating Officer;
|
|
•
|
Ashu Swami, our Chief Technology Officer;
|
|
•
|
Adam Swick, our Chief Growth Officer; and
|
|
•
|
Hugh Gallagher, our former Chief Financial Officer, who resigned on May 12, 2023.
|
Compensation Philosophy and Objectives
The primary objective of our executive compensation program is to compensate our executive officers in a manner that will attract, retain and motivate talented executives with the skills needed to manage a complex and growing business, in a competitive and dynamic industry, while creating long-term value for our stockholders. We recognize
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there is significant competition for talented executives, and it can be particularly challenging for emerging growth companies in highly regulated industries to recruit and retain experienced executives for various reasons, including the limited number of professionals with the industry expertise necessary to successfully manage these businesses, and perceptions that the risk profile associated with these businesses demands higher compensation. Accordingly, it is difficult to attract qualified executives to our industry in the first place, and those executives who have demonstrated success in the industry may be presented with other professional opportunities from companies that are larger or have greater resources. As a result of these unique industry dynamics, we recognize the need to remain flexible in our approach to executive compensation decisions and to regularly assess our executive compensation program in response to the needs of our business in an evolving marketplace.
Our executive compensation program is overseen by the committee. The committee is primarily responsible for reviewing and approving our performance goals and objectives relevant to executive compensation, assessing the contributions of our executive officers against those goals and objectives, and making recommendations to our Board regarding the amounts and elements of compensation payable to such executive officers. The committee is also responsible for overseeing our equity incentive plans, including approving individual grants thereunder. The committee is comprised solely of independent directors as determined under SEC and Nasdaq rules.
When establishing our executive compensation program, the committee is generally guided by the following principles that it believes align closely with, and help to drive the achievement of, our compensation objectives:
|
•
|
Pay-for-Performance
: Ensure a significant portion of total compensation paid to our executives is tied to the achievement of Company financial, operational and strategic objectives that the committee believes are important for our growth and success.
|
|
•
|
Reward Achievement
: Award annual cash incentive compensation and long-term equity incentive compensation following a determination that our executives have driven the achievement of performance objectives critical to our business and to the creation of long-term stockholder value.
|
|
•
|
Attract and Retain Executives
: Attract executives with the background and experience necessary to lead our business and achieve our strategic objectives, and retain our talented executives by paying compensation that is attractive and competitive in our industry and in the marketplace generally.
|
|
•
|
Align Interests with Stockholders
: Directly align the interests of our executives with those of our stockholders by issuing a significant portion of the total compensation opportunity in the form of annual cash incentive compensation that is tied to the achievement of strategic objectives, and equity incentive compensation the value of which is directly tied to our stock price.
|
2023 Compensation Considerations
In establishing an executive compensation program for 2023 that is aligned with the achievement of our compensation philosophy and objectives, the committee considered the following general factors:
|
•
|
Pay Compensation for Achievement of Strategic Objectives.
The committee is guided by a pay-for-performance philosophy and seeks to design our executive compensation program in a manner that reflects alignment between the total compensation paid to our executive officers and our achievement of strategic objectives deemed critical to the growth and success of our business, and which the committee believes are the key drivers of stockholder value. In determining 2023 compensation, the committee gave significant weight to our actual 2023 performance against a number of financial, operational and strategic metrics both relative to our historical performance and to the performance of certain peer group companies. Specifically, the payouts under our annual cash incentive program and our long-term equity incentive compensation were determined based our performance relative to certain performance objectives, including increases in our stock price and market capitalization, exceeding our exahash rate targets, outperforming third-party pool operators, and strengthening our balance sheet. We believe the strong correlation between our achievement of these objectives and the compensation paid under our executive compensation program motivates the achievement of performance objectives, aligns the interests of our executive officers with those of our stockholders, and drives a highly accountable culture.
|
|
•
|
Need to Retain Flexibility to Adapt to Market Conditions.
We operate in a highly competitive industry and one that is characterized by rapid technological development, regulatory uncertainty, employee mobility and industry consolidation. In addition, similar to other companies in our industry, our stock price
|
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is relatively volatile and correlated to a number of factors that are largely outside our control, including the value of bitcoin and perceptions about the state of the regulatory environment impacting our industry. Accordingly, it can be difficult to attract and retain talented executives within our industry. These dynamics make it necessary for us to remain flexible in our approach to executive compensation decisions to ensure we have the tools necessary to attract and retain executives, while also rewarding the achievement of strategic objectives and furthering our pay-for-performance philosophy.
|
•
|
Equity Incentive Compensation Ensures Stockholder Alignment and Encourages Retention.
To ensure the interests of our executives are aligned with those of our stockholders, a significant portion of the total compensation opportunity for our executives is issued in the form of equity incentive compensation. Historically, we have issued restricted stock units (“RSUs”) to our executives rather than other types of equity awards. Similar to other companies in our industry, we have historically experienced volatile stock prices, which can limit the utility of certain types of equity awards (
e.g.
, stock options and stock appreciation rights) as compensation tools, especially where there is a significant focus on retaining executives. RSUs achieve the objective of aligning interests between executives and stockholders because the value of the awards is directly tied to the value of our stock price. At the same time, RSUs serve to retain our executives since they continue to have value even if our stock price declines, which could occur as a result of factors outside our control and potentially even in circumstances where we achieve strong business and financial performance. In addition, the RSUs we granted in 2023 fully vest over either a three-year period or a four-year period following the grant date, so the executives do not receive the full value of the awards unless they remain employed by us throughout the vesting period, which further advances our retention objectives.
|
|
•
|
Role of Compensation Consultant and Peer Group.
Commencing in December 2023, the committee engaged Compensia, Inc. (“Compensia”) to provide independent compensation advisory services directly to the committee, which included: (i) identifying a peer group of publicly traded companies, including companies in the bitcoin industry and within the technology industry more broadly, (ii) collecting compensation data from the peer group companies, and (iii) making recommendations to the committee regarding certain elements of compensation. While the committee believes it is important to remain informed about the compensation practices of peer group companies in order to remain competitive in the marketplace, the committee did not specifically benchmark total compensation to any other companies in setting compensation for 2023. The committee retained flexibility to pay compensation it deemed appropriate based on Company performance.
|
|
•
|
No Formal Policies for Allocating Compensation.
The committee has not established any formal policies or guidelines for allocating between long-term and currently paid compensation, or between cash and non-cash compensation. In determining the amount and mix of compensation elements, and whether each element provides the correct incentives in light of our compensation objectives, the committee relies on its judgment and experience, as well as input from its independent compensation consultant, rather than adopting a formulaic approach to compensation decisions. The committee believes this approach is prudent to ensure it retains the flexibility necessary to adapt to changes in our business and industry, and to remain competitive in the marketplace.
|
|
•
|
Executive Officer Role in Compensation.
The committee generally considers the recommendations of our Chief Executive Officer when making decisions regarding the compensation of our other executive officers. In addition, at the request of the committee, other senior management personnel may provide performance and compensation information to the committee to inform its compensation decisions. However, our executives are not permitted to be present during any deliberations and voting regarding their own compensation. Consistent with Nasdaq rules, the committee is ultimately responsible for approving the compensation paid to our executive officers.
|
|
•
|
Consideration of Other Factors.
In establishing our executive compensation program, the committee also considers a number of other factors, including our recent and projected financial performance, individual executive performance and contributions, executive hiring and retention considerations, evolving pay practices in our industry or primary geographic areas, and changes to our business and industry.
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Please refer to the section titled “—
Elements of Our 2023 Executive Compensation Program
” for additional information about specific factors considered by the committee in approving the individual elements of our 2023 executive compensation program, including base salaries, annual cash incentive awards, and long-term equity incentive compensation awards.
Historically, the committee has not engaged a third-party compensation consultant to assist it in making executive compensation decisions, electing instead to rely on its own judgement and experience. However, as discussed above, the committee engaged Compensia in December 2023 to provide independent compensation advisory services to the committee.
The decision to engage Compensia was made by the committee and Compensia reports directly to the committee. Although we are not obligated to retain an independent compensation consultant, the committee believes the use of an independent consultant provides additional assurance that our compensation program is competitive in the marketplace, consistent with market conditions, and reflective of our executive compensation philosophy and objectives.
The scope of services to be provided by Compensia will be determined by the committee, but is generally expected to include: (i) making recommendations to the committee regarding an appropriate peer group of publicly traded companies, (ii) collecting compensation data from the peer group companies, and (iii) making recommendations regarding the design and structure of our compensation program. However, the committee will retain discretion to rely on its own judgment in setting compensation for our executives and directors.
In electing to retain Compensia, the committee assessed whether the work of Compensia as a compensation consultant has raised, or is expected to raise, any potential conflicts of interest, taking into account the following factors: (i) the amount of fees paid by us to Compensia as a percentage of that firm’s total revenue, (ii) the provision of other services to us by Compensia, (iii) Compensia’s policies and procedures that are designed to prevent conflicts of interest, (iv) any business or personal relationship of the individual compensation advisors with any member of the committee, (v) any business relationship of Compensia or business or personal relationship of the individual compensation advisors, with any of our executive officers, and (vi) any ownership of our stock by Compensia or the individual compensation advisors. Based on these factors, the committee concluded the work of Compensia, including the work performed by the individual compensation advisors employed by Compensia, has not created, and is not expected to create, any conflict of interest.
During 2023, Compensia assisted the committee in identifying a peer group of publicly traded companies, and collecting compensation data from the peer group companies. The peer group was generally comprised of companies within the bitcoin mining industry, the bitcoin ecosystem, and the technology industry more broadly. In selecting the peer group, the committee considered similarities between us and the peer group companies with reference to factors such as industry, productivity, revenue, market capitalization, stage of growth, complexity of business, geographic location, and number of employees. The committee requested Compensia to assist it in selecting and providing compensation data from the peer group companies because it believes it is important to understand the compensation practices of the peer group companies, however, the committee did not specifically benchmark compensation to any of these companies for 2023.
Governance Practices and Policies
Our executive compensation program has significant governance practices and policies that we believe support and strengthen our compensation philosophy and objectives. These practices and policies are designed to align our executive compensation program with long-term stockholder interests, while also reducing compensation-related risk. The committee evaluates our executive compensation program regularly to ensure it supports our strategic objectives given the dynamic nature of our business and industry, and the markets in which we compete for executive talent. Key aspects of our compensation governance practices and policies include:
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•
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Independent Compensation Committee.
The committee is comprised solely of independent directors as defined under the SEC and Nasdaq rules. Compensation decisions impacting our executive officers are approved by the committee.
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•
|
Independent Compensation Committee Consultant.
The committee elected to retain Compensia commencing in 2023. The committee believes the use of an independent consultant provides additional assurance that our compensation program is competitive in the marketplace, and reflective of our executive compensation philosophy and objectives.
|
|
•
|
Pay-for-Performance Philosophy.
While the payment of annual cash incentive compensation and the issuance of equity awards to our executives is ultimately discretionary, the awards are determined based on our performance relative to performance metrics deemed critical to our success and to our ability to drive long-term stockholders value.
|
|
•
|
Long-Term Vesting Requirements.
The equity incentive compensation granted to our executives typically vests over either a three-year period or a four-year period following the date of issuance, which is consistent with peer group pay practices and our executive retention objectives, except in limited circumstances where necessary to recruit or retain executives.
|
|
•
|
Annual Executive Compensation Review.
The committee conducts an annual review of our compensation philosophy and objectives. The committee also performs an annual review of the risks related to our compensation practices. Please refer to the section titled “—
Compensation Risk Considerations
” for additional information about our compensation risk assessment.
|
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•
|
No Special Retirement Plans.
We do not offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements to our executive officers.
|
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•
|
No Special Health or Welfare Benefits.
Our executive officers participate in the same company-sponsored health and welfare benefits programs as our other full-time, salaried employees.
|
|
•
|
No Tax Gross Ups.
We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change in control payments or benefits.
|
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•
|
Insider Trading Prohibited.
We have adopted a policy pursuant to which our directors, executive officers and employees are prohibited from engaging in transactions involving our securities, or the securities of other companies with which we do business while aware of material nonpublic information.
|
|
•
|
Hedging and Pledging Prohibited
. We have adopted a policy that prohibits our directors, executive officers and employees from engaging in hedging transactions, engaging in short sales, pledging our securities as collateral, or holding securities in a margin account.
|
|
•
|
Policy for the Recovery of Erroneously Awarded Compensation.
We maintain a policy applicable to our executive officers that provides for the potential recovery of incentive-based compensation in the event of a financial restatement under certain circumstances.
|
Elements of Our 2023 Executive Compensation Program
Our executive compensation program is designed to be competitive in the marketplace, and to appropriately balance our objectives to pay our executives based on their performance, reward the achievement of strategic objectives, attract and retain talented executives, and align the interests of our executives with our stockholders. For 2023, the primary elements of our executive compensation program were base salaries, annual cash incentive compensation, and long-term equity incentive compensation. Our executives are also eligible to participate in standard employee benefit plans and programs generally to the same extent as our other full-time employees.
Base Salaries
The base salaries of our named executive officers are an important part of their total compensation opportunity and provide a base amount of compensation necessary to attract and retain these executives.
In setting the base salaries for our named executive officers, the committee generally considered the following factors:
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•
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title, job responsibilities and tenure with us;
|
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•
|
individual executive performance, as measured against various strategic, operational and management objectives in each executive’s areas of expertise and responsibility;
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|
•
|
expectations for future contributions to the business and the ability to enhance stockholder value;
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•
|
base salaries paid to executives with similar titles and responsibilities within the peer group companies, and within the market generally; and
|
|
•
|
retention considerations in light of factors such as title and areas of expertise.
|
In light of the foregoing factors, the 2023 base salary amounts paid to our named executive officers were as follows:
|
Name
|
|
|
|
|
Fred Thiel
|
|
|
800,000
|
|
Salman Khan
(1)
|
|
|
309,000
|
|
James Crawford
|
|
|
241,099
|
|
Ashu Swami
|
|
|
300,000
|
|
Adam Swick
|
|
|
285,312
|
|
Hugh Gallagher
(2)
|
|
|
197,894
|
|
(1)
|
Mr. Khan commenced employment with us on June 7, 2023. The base salary amount represents the pro-rated portion of his annual base salary ($475,000) for the period from commencement of his employment through December 31, 2023.
|
|
(2)
|
Mr. Gallagher is our former Chief Financial Officer who resigned on May 12, 2023.The base salary amount represents the pro-rated portion of his annual base salary ($489,250) for the period from January 1, 2023 through May 12, 2023.
|
The committee recognizes that each executive’s position is unique, both in terms of the market trends and practices for the compensation paid to certain positions within certain industries, and the pool of potential executives who may be available and qualified to serve a particular role. Accordingly, determinations regarding base salaries are unique to each executive and do not necessarily reflect any comparative judgments.
Annual Cash Incentive Compensation
We maintain an annual cash incentive program, or cash bonus program, for our employees, including our named executive officers. The cash bonus program aligns with our pay-for-performance philosophy since the value of the bonuses is determined once we have confirmed that certain strategic objectives have been achieved. The cash bonus program is also important for retaining our executives since cash bonuses are a typical compensation element within our industry. Finally, the program aligns the interests of our executives with those of our stockholders because participants may only earn a bonus based on the achievement of objectives deemed by the committee to be important for driving long-term stockholder value.
For 2023, each named executive officer was initially assigned a target bonus value, which was reflected as a percentage of base salary. However, before determining the final payments to be made under the 2023 cash bonus program (collectively, the “2023 Cash Bonuses”), the committee assessed our 2023 financial and operational performance, and reviewed compensation data from peer group companies.
Specifically, in approving the 2023 Cash Bonuses, the committee considered the following factors:
|
•
|
our significant stock price, market capitalization and enterprise value increases during the year both in absolute terms and relative to the peer group companies;
|
|
•
|
the annual cash incentive compensation paid by the peer group companies to executives with similar titles and levels of responsibility, as determined based on our review of compensation data provided by Compensia;
|
|
•
|
our operational performance, including exceeding our exahash rate targets and outperforming third-party pool operators;
|
|
•
|
our successful completion of an acquisition that efficiently expanded our capacity;
|
|
•
|
the strength of our balance sheet at the end of the year, which was a reflection of our significant reduction in indebtedness and successful fundraising efforts;
|
|
•
|
individual performance of our executives, as measured against various strategic, operational and management objectives; and
|
|
•
|
our relatively low headcount relative to peer group companies, and the relative impact of each executive on our operational performance.
|
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Based on the consideration of these factors, the committee awarded the following 2023 Cash Bonuses to our named executive officers, which is reflected as a percentage of base salary:
|
Name
|
|
|
Cash Bonus Percentage
(%)
|
|
|
|
|
Fred Thiel
|
|
|
225%
|
|
|
$1,800,000
|
|
Salman Khan
(1)
|
|
|
225%
|
|
|
$
623,438
|
|
James Crawford
|
|
|
150%
|
|
|
$
463,500
|
|
Adam Swick
|
|
|
150%
|
|
|
$
450,000
|
|
Ashu Swami
|
|
|
150%
|
|
|
$
427,969
|
|
(1)
|
Mr. Khan commenced employment with us on June 7, 2023. The bonus amount represents the pro-rated portion for the period from commencement of his employment through December 31, 2023.
|
Determinations regarding actual payments to be made under the annual cash incentive program are generally made in the first quarter of the following year. The 2023 Cash Bonuses were paid in January 2024. However, consistent with SEC rules, since the bonuses relate to service to us during 2023, they have been reported as 2023 compensation in the tables below.
In determining the value of the 2023 Cash Bonuses, the committee reviewed our actual 2023 performance relative to a number of strategic objectives that the committee believes are important for the success of our business and reflective of enhancing long-term stockholder value, as discussed above. Accordingly, we believe the adoption of the annual cash incentive program, and payment of the 2023 Cash Bonuses, is consistent with our pay-for-performance philosophy and our intention to reward the achievement of strategic objectives.
Long-Term Equity Incentive Compensation
We provide long-term equity incentive compensation to our employees, including our named executive officers, which we refer to as our Long-Term Incentive Program (“LTIP”). The LTIP is an important aspect of our compensation program and is designed to assist us in achieving our executive compensation objectives. The LTIP aligns with our pay-for-performance philosophy since the value of the awards is determined once we have confirmed that certain strategic objectives have been met, and the awards therefore serve to reward the achievement of these objectives. The LTIP awards also align the interests of our executives with those of our stockholders since the value of the awards is directly tied to our stock price. Further, the LTIP is designed to be retentive because, even after the LTIP awards have been earned based on performance, they continue to vest over a long-term service period.
LTIP awards have historically been issued in the form of RSUs, which entitle the recipient to receive shares of our Common Stock upon vesting and settlement. RSUs serve to align interests between executives and stockholders because the value of the awards is directly tied to the value of our stock price. RSUs also continue to have value even if our stock price declines, which could occur as a result of factors outside our control, including a decline in the value of bitcoin and perceptions about the regulatory environment within our industry. For these reasons, our committee believes RSUs are the appropriate equity vehicle for us at this time (as compared to, for example, stock options or stock appreciation rights). LTIP awards are granted pursuant to the 2018 Equity Incentive Plan (the “2018 Plan”), which has been approved by our Board and stockholders.
For 2023, each named executive officer was initially assigned a target LTIP award value, which was reflected as a percentage of base salary. In addition, the LTIP was initially designed to correlate the value of the LTIP awards with our 2023 total stockholder return with a total stockholder return index for the peer group companies. For this purpose, total stockholder return was effectively intended to reflect a comparison of changes in market capitalization during the measurement period. The value of the LTIP awards was intended to be based on a comparison of our market capitalization performance during the year to the market capitalization performance of the peer group index for the same period, with payouts correlated to our achievement percentile.
However, following its review of our 2023 financial and operational performance, and the compensation practices within the peer group companies, the committee elected to modify the methodology used to calculate the 2023 LTIP awards (the “2023 LTIP Awards”).
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Accordingly, in determining the value of the 2023 LTIP Awards, the committee specifically considered the following factors:
|
•
|
our significant stock price, market capitalization and enterprise value increases during the year both in absolute terms and relative to the peer group companies;
|
|
•
|
the value of the long-term equity incentive compensation paid by the peer group companies, as determined based on our review of compensation data provided by Compensia;
|
|
•
|
our operational performance, including exceeding our exahash rate targets and outperforming third-party pool operators;
|
|
•
|
our successful completion of an acquisition that efficiently expanded our capacity;
|
|
•
|
the strength of our balance sheet at the end of the year, which was a reflection of our significant reduction in indebtedness and successful fundraising efforts;
|
|
•
|
individual performance of our executives, as measured against various strategic, operational and management objectives; and
|
|
•
|
our relatively low headcount relative to peer group companies, and the relative impact of each executive on our operational performance.
|
Based on the consideration of these factors, the committee awarded the following 2023 LTIP Awards to our named executive officers:
|
Name
|
|
|
|
|
|
|
|
Fred Thiel
|
|
|
1,642,229
|
|
|
$22,400,000
|
|
Salman Khan
|
|
|
975,073
|
|
|
$13,300,000
|
|
James Crawford
|
|
|
294,501
|
|
|
$
4,017,000
|
|
Ashu Swami
|
|
|
381,896
|
|
|
$
5,209,063
|
|
Adam Swick
|
|
|
285,924
|
|
|
$
3,900,000
|
|
(1)
|
The number of RSUs granted to each executive was equal to the value of the 2023 LTIP Award divided by the average closing price of our Common Stock for the 100 consecutive trading days prior to and including the grant date.
|
Upon the issuance of the 2023 LTIP Awards, (i) 25% of the underlying shares were immediately vested, and (ii) the balance of the underlying shares will vest in 12 equal calendar quarters (with 6.25% of the shares vesting each quarter), subject to the executive’s continued service to us through the applicable vesting dates. Accordingly, even following a determination that the 2023 LTIP Awards have been earned, they will continue to vest over a three-year period to ensure they have a strong retentive component.
The 2023 LTIP Awards were granted in January 2024. However, consistent with SEC rules, since the awards relate to service to us during 2023, they have been reported as 2023 compensation in the tables below.
In determining the value of the 2023 LTIP Awards, the committee gave significant weight to our actual performance during 2023 relative to a number of performance metrics that are reflective of enhancing stockholder value and achieving long-term success, as discussed above. Accordingly, we believe the issuance of these awards is consistent with our pay-for-performance philosophy and that they are consistent with the achievement of our executive compensation objectives.
Other Employee Benefit Plans and Programs
Our named executive officers are eligible to participate in our employee benefit plans and programs, including medical, dental, and vision benefits and long-term disability insurance, basic life insurance, and health savings accounts, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans. We also sponsor a 401(k) defined contribution plan in which our executive officers may participate, subject to limits imposed by the Code, to the same extent as our other full-time employees. In 2023, we adopted a Company matching contribution under the 401(k) plan of up to 3% of total compensation (not to exceed a maximum annual contribution of $9,900 per employee). We have not typically provided our executive officers with any perquisites, and none of the named executive officers received perquisites for 2023. We design our employee benefits
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programs to be competitive in relation to market practices, and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices.
Employment / Severance / Change-in-Control Agreements
Employment Agreements
We have entered into employment agreements with Fred Thiel, our Chief Executive Officer and Chairperson of the Board; Salman Khan, our Chief Financial Officer; James Crawford, our Chief Operating Officer; Ashu Swami, our Chief Technology Officer; and Adam Swick, our Chief Growth Officer. Our employment agreements generally provide for an initial term of employment, which automatically renews for successive one-year periods following such initial term (unless notice is provided by either party). We have also entered into employment agreements with certain other executive officers and senior management personnel.
Under the employment agreements for Messrs. Thiel, Khan, Crawford and Swick, if we terminate such executive without “cause,” or the executive resigns for “good reason,” or the executive terminates employment within 180 days of the occurrence of a “change in control” (each as defined in the respective employment agreement), the executive is entitled to receive: (i) any earned but unpaid base salary, all accrued but unused vacation time, and reimbursement of all reasonable expenses, (ii) the greater of the executive’s base salary through the balance of the employment term, or 12 months; (iii) the annual bonus opportunity prorated through the date of termination, (iv) continued participation in our welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in full by us for not less than 12 months for Mr. Thiel, and not less than nine months for Messrs. Khan, Crawford and Swick, and (v) immediate vesting of all outstanding stock options, RSUs and other equity awards.
Under the employment agreement for Mr. Swami, if we terminate Mr. Swami without “cause,” or he resigns for “good reason,” or the executive terminates employment within 180 days of the occurrence of a “change in control” (each as defined in the employment agreement), Mr. Swami is entitled to receive: (i) any earned but unpaid base salary, all accrued but unused vacation time, and reimbursement of all reasonable expenses, (ii) his base salary for six months, and (iii) the annual bonus opportunity prorated through the date of termination. This employment agreement does not provide for continued participation in welfare benefit plans or vesting of outstanding equity awards.
The employment agreements for each of our executive officers have been filed as exhibits to our Annual Report.
Severance Agreements
We entered into a severance agreement and release (the “Severance Agreement”) with Mr. Gallagher in connection with his resignation as our Chief Financial Officer on May 12, 2023. Pursuant to the Severance Agreement, we paid Mr. Gallagher (i) all of his accrued and unpaid base salary through the resignation date, (ii) the value of his accrued and unpaid PTO through the resignation date, (iii) a cash severance payment in the amount of $756,438, and (iv) reimbursement for the cost of COBRA for a period of up to 18 months. The agreement contains standard negative covenants regarding confidentiality and non-disparagement, and a general release in favor of us and Mr. Gallagher.
Change-in-Control Agreements
Except as indicated above, we have not entered into any change in control agreements with our executive officers that provide for payments or benefits in connection with a change in control transaction.
Other Compensation Policies and Practices
Policy for the Recovery of Erroneously Awarded Compensation
We have adopted a Policy for the Recovery of Erroneously Awarded Compensation pursuant to which we are required to seek recoupment or reimbursement with respect to incentive-based compensation paid or awarded to our executive officers when the following three factors exist:
|
•
|
the incentive compensation payment or award was based upon the achievement of financial reporting measures that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws;
|
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|
•
|
a lower payment or award would have been made to such executive officer based upon the restated financial results; and
|
|
•
|
the requirement to file the restatement was identified within three years after the date of the first public filing of the financial results that were subsequently the subject of the accounting restatement.
|
Under the policy, the restatement does not need to be the result of misconduct by the executive officers for the recoupment to apply. The recoupment or reimbursement to be sought by us will be equal to the portion of any incentive-based compensation paid to or received by such executive officer for or during each of the restated periods that is greater than the amount that would have been paid or received had the financial results been properly reported. For incentive-based compensation based on our stock price or total stockholder return, the recoupment or reimbursement to be sought by us will be determined by the committee based on a reasonable estimate of the effect of the restatement on our stock price or total stockholder return upon which the incentive-based compensation was received.
We believe this policy reinforces our pay-for-performance philosophy and contributes to a company culture that emphasizes integrity and accountability in financial reporting.
Stock Ownership Guidelines
We have not adopted stock ownership guidelines applicable to our executive officers or directors although we may consider doing so in the future.
Policy Prohibiting Insider Trading, Hedging, Short Sales or Pledging of Our Equity Securities
Subject to limited exceptions contained in our Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading, all of our directors, executive officers and employees are prohibited from: (i) engaging in any transaction involving our securities while aware of material nonpublic information relating to us, (ii) engaging in transactions involving the securities of any other company while aware of material nonpublic information about that company which was learned in the course of employment by or association with us, (iii) disclosing material nonpublic information concerning us to any outside person, including family members, affiliates, analysts, investors and news media, (iv) engaging in derivative securities transactions involving our Common Stock, including hedging transactions, (v) engaging in short sales of our securities, and (vi) pledging our securities as collateral, purchasing our securities on margin, or holding our securities in a margin account.
Tax and Accounting Considerations
Among the factors it considers when making executive compensation decisions, the committee considers the anticipated tax and accounting impact to us, and to our executive officers, of various cash payments, equity incentive awards and other benefits.
We apply FASB ASC Topic 718 in accounting for our share-based compensation awards. This standard requires us to measure the compensation expense for all share-based payment awards made to our directors executive officers and employees, based on the “grant date fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables in the manner required by the federal securities laws.
The committee also considers the impact of Section 409A of the Code. In general, our executive plans and programs are designed to comply with the requirements of that section so as to avoid possible adverse tax consequences that may result from noncompliance.
Our employment agreements do not allow for excise tax gross up payments (or similar payments or reimbursements) in connection with any severance or change in control payments or benefits.
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Executive Compensation Tables
2023 Summary Compensation Table
The following table sets forth all of the compensation awarded to or earned by or paid to our named executive officers for service to us during 2023, 2022 and 2021. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our named executive officers. Consistent with SEC rules, for any years for which a named executive officer did not qualify as such, no compensation has been reported in the table.
|
Name and Principal Position
|
|
|
Year
|
|
|
|
|
|
Cash Bonus
|
|
|
|
|
All Other
|
|
|
Fred Thiel
Chief Executive Officer and Chairperson of the Board
|
|
2023
|
|
|
800,000
|
|
|
1,800,000
|
|
|
33,506,720
|
|
|
9,900
|
|
|
36,116,620
|
|
|
|
2022
|
|
|
677,749
|
|
|
562,500
|
|
|
5,869,183
|
|
|
—
|
|
|
7,109,432
|
|
|
2021
|
|
|
339,734
|
|
|
500,000
|
|
|
17,182,601
|
|
|
—
|
|
|
18,022,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salman Khan
(4)
Chief Financial Officer
|
|
2023
|
|
|
241,099
|
|
|
623,438
|
|
|
20,168,367
|
|
|
134,900
(5)
|
|
|
21,167,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Crawford
Chief Operating Officer
|
|
2023
|
|
|
309,000
|
|
|
463,500
|
|
|
6,779,343
|
|
|
9,900
|
|
|
7,561,743
|
|
|
|
2022
|
|
|
287,500
|
|
|
225,000
|
|
|
4,572,860
|
|
|
—
|
|
|
5,085,360
|
|
|
2021
|
|
|
154,500
|
|
|
250,000
|
|
|
605,416
|
|
|
—
|
|
|
1,009,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ashu Swami
Chief Technology Officer
|
|
2023
|
|
|
285,312
|
|
|
427,969
|
|
|
9,045,046
|
|
|
9,900
|
|
|
9,768,227
|
|
|
|
2022
|
|
|
263,542
|
|
|
206,250
|
|
|
1,308,238
|
|
|
—
|
|
|
1,778,030
|
|
|
2021
|
|
|
5,288
|
|
|
—
|
|
|
3,152,000
|
|
|
—
|
|
|
3,157,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam Swick
Chief Growth Officer
|
|
2023
|
|
|
300,000
|
|
|
450,000
|
|
|
6,528,194
|
|
|
9,900
|
|
|
7,288,094
|
|
|
|
2022
|
|
|
215,625
|
|
|
84,375
|
|
|
1,583,425
|
|
|
—
|
|
|
1,883,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugh Gallagher
(6)
Former Chief Financial Officer
|
|
2023
|
|
|
197,894
|
|
|
—
|
|
|
—
|
|
|
794,045
(7)
|
|
|
991,939
|
|
|
|
2022
|
|
|
337,829
|
|
|
267,188
|
|
|
4,192,500
|
|
|
—
|
|
|
4,797,517
|
|
|
(1)
|
Amounts reflect cash bonus awards paid under our annual cash incentive program. While the cash bonus awards are determined based on our achievement relative to strategic objectives, they are ultimately discretionary in nature and do not qualify as “non-equity incentive plan awards” under SEC rules. The 2023 Cash Bonuses were paid in January 2024, but have been reported for 2023 as they relate to service to us during 2023. Please refer to the section titled “—
Annual Cash Incentive Compensation
” for additional information regarding our 2023 Cash Bonuses.
|
|
(2)
|
Amounts reflect the grant date fair value of RSUs granted for service to us during the year computed in accordance with ASC Topic 718. Amounts are inclusive of the 2023 LTIP Awards, which were issued in January 2024, but have been reported for 2023 as they relate to services provided to us during 2023. Please refer to the section titled “—
Long-Term Equity Incentive Compensation
” for additional information regarding our 2023 LTIP Awards. The grant date value of the 2024 LTIP Awards is greater than the value reflected in that section because of the significant increase in our stock price during the period leading up to the grant date and the manner in which we are required to determine the grant date fair value under SEC rules.
|
|
(3)
|
Except as otherwise noted, amounts reflect Company matching contribution under our 401(k) plan of up to 3% of total compensation (not to exceed a maximum annual contribution of $9,900 per employee).
|
|
(4)
|
Mr. Khan commenced employment with us on June 7, 2023. The base salary amount represents the pro-rated portion of his annual base salary ($475,000) for the period from commencement of his employment through December 31, 2023.
|
|
(5)
|
Amount reflects a one-time sign on bonus paid upon commencement of employment ($125,000), and a Company matching contribution under our 401(k) plan ($9,900).
|
|
(6)
|
Mr. Gallagher resigned from his employment with us on May 12, 2023.
|
|
(7)
|
This amount reflects a cash severance payment and the value of accrued and unpaid PTO. Please refer to the section titled “—
Severance Agreements
” for a discussion of the severance payments made to Mr. Gallagher in connection with his resignation.
|
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Grants of Plan-Based Awards Table
The following table presents information regarding the RSUs granted to each of our named executive officers during the year ended December 31, 2023. The table also provides information about RSUs subsequently granted to each of our named executive officers for service to us during 2023. The information in this table supplements the information about these awards set forth in the Summary Compensation Table above. The committee has not approved any possible payouts under any “equity incentive plan awards” or “non-equity incentive plan awards,” as defined under SEC rules.
|
Named Executive Officer
|
|
|
Grant Date
(1)
|
|
|
Number of RSUs
|
|
Grant Date
|
Fred Thiel
|
|
|
May 1, 2023
(3)
|
|
|
500,000
|
|
|
4,390,000
|
|
|
|
|
January 31, 2024
(4)
|
|
|
1,642,229
|
|
|
29,116,720
|
|
Salman Khan
|
|
|
June 14, 2023
(5)
|
|
|
297,247
|
|
|
2,880,323
|
|
|
|
|
January 31, 2024
(4)
|
|
|
975,073
|
|
|
17,288,044
|
|
James Crawford
|
|
|
December 7, 2023
(6)
|
|
|
100,441
|
|
|
1,557,840
|
|
|
|
|
January 31, 2024
(4)
|
|
|
294,501
|
|
|
5,221,503
|
|
Ashu Swami
|
|
|
December 7, 2023
(6)
|
|
|
146,617
|
|
|
2,274,030
|
|
|
|
|
January 31, 2024
(4)
|
|
|
381,896
|
|
|
6,771,016
|
|
Adam Swick
|
|
|
March 1, 2023
(6)
|
|
|
166,817
|
|
|
1,085,979
|
|
|
|
|
December 7, 2023
(7)
|
|
|
24,035
|
|
|
372,783
|
|
|
|
|
January 31, 2024
(4)
|
|
|
285,924
|
|
|
5,069,433
|
|
(1)
|
The RSUs granted in January 2024 reflect the 2023 LTIP Awards, which were granted for service to us during 2023. Please refer to the section titled “—
Long-Term Equity Incentive Compensation
” for additional information regarding our 2023 LTIP Awards.
|
|
(2)
|
Amounts reflect the grant date fair value of RSUs granted for service to us during the year computed in accordance with ASC Topic 718.
|
|
(3)
|
These RSUs vested as to 25% of the underlying shares on the first anniversary of the grant date, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
|
(4)
|
These RSUs vest as to 25% of the underlying shares on the grant date, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
|
(5)
|
These RSUs vested as to 25% of the underlying shares on July 1, 2024, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
|
(6)
|
These RSUs were granted to Mr. Swick in connection with his promotion to Chief Growth Officer. These RSU vested as to 25% of the underlying shares on the first anniversary of the grant date, and vest as to the remaining shares in twelve equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
|
(7)
|
These RSUs were granted based on our achievement of a pre-determined exahash rate target and were only granted to a limited number of employees that met minimum service requirements. These were one-time grants based on achieving a critical operational milestone, but no similar grants are contemplated. These RSU vest as to 25% of the underlying shares on the grant date, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
TABLE OF CONTENTS
Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information about outstanding RSUs held by each of our named executive officers as of December 31, 2023. The table also provides information about RSUs subsequently granted to each of our named executive officers for service to us during 2023. We have not issued stock options or any other type of equity awards to our named executive officers.
|
|
|
|
Restricted Stock Units
|
|
Named Executive Officer
|
|
|
Grant Date
|
|
|
Number of
RSUs That
Have Not Yet
|
|
Market
Value of
RSUs That
Have Not
|
|
Equity
Incentive
Plan Awards;
Number of
Unearned
Shares,
RSUs, or
Other Rights
That Have
|
|
Equity
Incentive Plan
Awards;
Market or
Payout Value
of Unearned
Shares, RSUs,
or Other
Rights That
|
Fred Thiel
|
|
|
October 4, 2021
|
|
|
83,300
(3)
|
|
|
1,956,717
|
|
|
—
|
|
|
—
|
|
|
|
|
May 1, 2023
|
|
|
500,000
(4)
|
|
|
11,745,000
|
|
|
—
|
|
|
—
|
|
|
|
|
November 10, 2023
|
|
|
458,053
(5)
|
|
|
10,759,665
|
|
|
—
|
|
|
—
|
|
|
|
|
January 31, 2024
|
|
|
1,231,672
(5)
|
|
|
28,931,976
|
|
|
—
|
|
|
—
|
|
James Crawford
|
|
|
February 23, 2022
|
|
|
112,500
(6)
|
|
|
2,642,625
|
|
|
—
|
|
|
—
|
|
|
|
|
November 10, 2023
|
|
|
110,577
(5)
|
|
|
2,597,454
|
|
|
—
|
|
|
—
|
|
|
|
|
December 7, 2023
|
|
|
75,331
(5)
|
|
|
1,769,525
|
|
|
—
|
|
|
—
|
|
|
|
|
January 31, 2024
|
|
|
220,876
(5)
|
|
|
5,188,378
|
|
|
—
|
|
|
—
|
|
Salman Khan
|
|
|
June 14, 2023
|
|
|
297,247
(7)
|
|
|
6,982,332
|
|
|
—
|
|
|
—
|
|
|
|
|
January 31, 2024
|
|
|
731,305
(5)
|
|
|
17,178,355
|
|
|
—
|
|
|
—
|
|
Ashu Swami
|
|
|
December 27, 2021
|
|
|
40,000
(4)
|
|
|
939,600
|
|
|
—
|
|
|
—
|
|
|
|
|
November 10, 2023
|
|
|
102,100
(5)
|
|
|
2,398,329
|
|
|
—
|
|
|
—
|
|
|
|
|
December 7, 2023
|
|
|
109,963
(5)
|
|
|
2,583,031
|
|
|
—
|
|
|
—
|
|
|
|
|
January 31, 2024
|
|
|
286,422
(5)
|
|
|
6,728,053
|
|
|
—
|
|
|
—
|
|
Adam Swick
|
|
|
July 29, 2022
|
|
|
23,000
(8)
|
|
|
540,270
|
|
|
—
|
|
|
—
|
|
|
|
|
March 1, 2023
|
|
|
166,817
(4)
|
|
|
3,918,531
|
|
|
—
|
|
|
—
|
|
|
|
|
November 10, 2023
|
|
|
107,356
(5)
|
|
|
2,521,792
|
|
|
—
|
|
|
—
|
|
|
|
|
December 7, 2023
|
|
|
18,026
(5)
|
|
|
423,431
|
|
|
—
|
|
|
—
|
|
|
|
|
January 31, 2024
|
|
|
214,443
(5)
|
|
|
5,037,267
|
|
|
—
|
|
|
—
|
|
(1)
|
The market value of unvested RSU awards was calculated by multiplying the number of shares subject to such awards by the closing price of our Common Stock on December 29, 2023, which was $23.49.
|
|
(2)
|
We have not issued any RSUs that remain unearned as all of our RSUs are subject to time-based vesting conditions upon issuance.
|
|
(3)
|
These RSUs vested as to one-third of the underlying shares on April 26, 2022, and vest as to the remaining shares in eight equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
|
(4)
|
These RSUs vested as to 25% of the underlying shares on the first anniversary of the grant date, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates
|
|
(5)
|
These RSUs vest as to 25% of the underlying shares on the grant date, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
|
(6)
|
These RSUs vested as to 25% of the underlying shares on the first anniversary of the grant date, and vest as to the remaining shares in three equal quarterly installments of 25% thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
|
(7)
|
These RSUs vested as to 25% of the underlying shares on July 1, 2024, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
|
(8)
|
These RSUs vested as to 25% of the underlying shares on September 30, 2022, and vest as to the remaining shares in 12 equal quarterly installments thereafter, subject to the executive’s continued service to us through the applicable vesting dates.
|
TABLE OF CONTENTS
Option Exercises and Stock Vested Table
The following table provides information about the vesting and settlement of RSUs held by each of our named executive officers during the year ended December 31, 2023. We have not issued stock options or any other type of equity awards to our named executive officers.
|
|
|
|
Restricted Stock Units
|
|
Named Executive Officer
|
|
|
Aggregate Number of Shares
Acquired on Vesting
| | | | | | | | | | | |
