DEF 14A 1 edge20027494x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Marathon Digital Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Marathon Digital Holdings, Inc.:

You are cordially invited to virtually attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Marathon Digital Holdings, Inc., a Nevada corporation (the “Company” or “our”), to be held on Thursday, June 27, 2024, at 8:00 a.m. Pacific Time.

The Annual Meeting will be held virtually and conducted via a live webcast. You can attend the Annual Meeting online, submit your questions and vote your shares by visiting www.virtualshareholdermeeting.com/MARA2024.

Proposals to be Voted Upon:

1.	the election of three Class I directors to serve until our annual meeting of stockholders to be held in 2027, or until their successors are duly elected and qualified, or until their earlier death, resignation, or removal;

2.	the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024;

3.	the approval, on a non-binding advisory basis, of the frequency of future stockholder advisory votes to approve the compensation of our named executive officers; and

4.	the approval of an amendment to our Amended and Restated 2018 Equity Incentive Plan (our “2018 Plan”) to increase the number of shares of our common stock, par value $0.0001 per share, reserved under our 2018 Plan by 15,000,000, or from 30,000,000 shares to 45,000,000 shares.

We may also transact such other business as may be properly brought before the Annual Meeting or any postponements or adjournments thereof.

Record Date:

Our Board of Directors (our “Board”) has fixed the close of business on Monday, April 29, 2024, as the record date for determining which stockholders are entitled to notice of and vote at the Annual Meeting, or any postponements or adjournments thereof.

Board Recommendations:

Our Board unanimously recommends that you vote “FOR” each of the Class I director nominees named in Proposal No. 1, “FOR” Proposal Nos. 2 and 4, and for every “THREE YEARS” for Proposal No. 3.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible to ensure your shares are represented. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled “Questions and Answers About the Annual Meeting and Voting” in the Proxy Statement. Returning the proxy does not deprive you of your right to virtually attend the Annual Meeting or to vote your shares at the Annual Meeting.

			By Order of the Board of Directors:

			/s/ Fred Thiel
			Fred Thiel
			Chief Executive Officer and Chairperson of the Board

Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: April 29, 2024

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in Item 1A, “Risk Factors,” and elsewhere, in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the other reports we file with the Securities and Exchange Commission. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		4
DIRECTORS		10
	Director Nominees	10
	Continuing Directors	11
COROPORATE GOVERNANCE		13
	Director Independence	13
	Family Relationships	13
	Agreements with Directors or Executive Officers	13
	Legal Proceedings with Directors	13
	Board Diversity	13
	Board Leadership Structure and Role in Risk Oversight	13
	Meetings of Our Board and Board Committees	14
	Committees of Our Board	14
	Identification and Evaluation of Director Nominees	15
	Policies for Consideration of Director Nominees	16
	Policies for Consideration of Nominees Recommended by Stockholders	16
	Stockholder Communications with Our Board	16
	Code of Business Conduct and Ethics	17
	Insider Trading Policy	17
	Hedging or Pledging Policy	17
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS		18
PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF ACCOUNTING FIRM		19
AUDIT COMMITTEE REPORT		21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		22
EXECUTIVE OFFICERS		24
COMPENSATION DISCUSSION AND ANALYSIS		26
	Named Executive Officers	26
	Compensation Philosophy and Objectives	26
	2023 Compensation Considerations	27
	Compensation Consultant	29
	Peer Group	29
	Governance Practices and Polices	29
	Elements of Our 2023 Executive Compensation Program	30
	Employment / Severance / Change in Control Agreements	34
	Other Compensation Policies and Practices	34
	Executive Compensation Tables	36
	Compensation Risk Considerations	40
	Pay Ratio	40
	Director Compensation	41
	Equity Compensation Plan Information	42
COMPENSATION COMMITTEE REPORT		43
PROPOSAL NO. 3 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION		44
PROPOSAL NO. 4 – APPROVAL OF AMENDMENT TO OUR 2018 PLAN		45
DELINQUENT SECTION 16(a) REPORTS		50
RELATED-PERSON TRANSACTIONS		51
ADDITIONAL INFORMATION		52
	Stockholder Proposals	52
	Other Business	52
ANNUAL REPORT		53
APPENDIX 1		A-1-1
APPENDIX 2		A-2-1

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VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To Be Held Thursday, June 27, 2024

PROXY STATEMENT

This Proxy Statement is solicited on behalf of the Board of Directors (our “Board”) of Marathon Digital Holdings, Inc. (the “Company,” “we,” “us,” or “our”) for use at our 2024 annual meeting of stockholders (the “Annual Meeting) to be held virtually via a live webcast on Thursday, June 27, 2024, at 8:00 a.m. Pacific Time, or at any postponements or adjournments thereof.

You can attend the Annual Meeting online, submit your questions and vote your shares by visiting www.virtualshareholdermeeting.com/MARA2024.

The Annual Meeting is being held for the purposes described in this Proxy Statement and in the accompanying Notice of Virtual Annual Meeting of Stockholders (the “Notice”).

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

The following questions and answers are intended to briefly address potential questions that our stockholders may have regarding this Proxy Statement and the Annual Meeting. They are also intended to provide our stockholders with certain information that is required to be provided under the Securities and Exchange Commission (the “SEC”) rules. These questions and answers may not address all of the questions that are important to you as a stockholder. If you have additional questions about this Proxy Statement or the Annual Meeting, please refer to the question titled “Whom should I contact with other questions?” below.

Q:	When and where will the Annual Meeting be held?

The Annual Meeting will be held on Thursday, June 27, 2024, at 8:00 a.m. Pacific Time. The Annual Meeting will be conducted entirely online via a live webcast. Our stockholders may participate in the Annual Meeting by visiting: www.virtualshareholdermeeting.com/MARA2024. You will need a 16-digit control number to attend and participate in the live webcast of the Annual Meeting. Please refer to the question titled “How can I vote my shares?” for information on obtaining your 16-digit control number.

Q:	What proposals am I being asked to vote upon at the Annual Meeting?

A:	The proposals to be voted upon at the Annual Meeting, and our Board’s recommendation with respect to each proposal, are as follows:

Proposal Number	Proposal	Board Voting Recommendation
Proposal No. 1	Elect three Class I directors to serve until our annual meeting of stockholders to be held in 2027, or until their successors are duly elected and qualified, or until their earlier death, resignation, or removal	“FOR” EACH DIRECTOR NOMINEE
Proposal No. 2	Ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024	“FOR”
Proposal No. 3	Approve, on a non-binding advisory basis, of the frequency of future stockholder advisory votes to approve the compensation of our named executive officers	FOR EVERY “THREE YEARS”
Proposal No. 4	Approve an amendment to our Amended and Restated 2018 Equity Incentive Plan (our “2018 Plan”) to increase the number of shares of our common stock, par value $0.0001 per share (our “Common Stock”) reserved under our 2018 Plan by 15,000,000, or from 30,000,000 shares to 45,000,000 shares	“FOR”

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Q:	Why am I receiving these proxy materials?

We are making these proxy materials available in connection with the solicitation by our Board of proxies to be voted at the Annual Meeting, and at any adjournments or postponements thereof. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. You are invited to virtually attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described in this Proxy Statement.

Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible to ensure your representation at the Annual Meeting.

Q:	Why did I receive a notice in the mail regarding the Internet availability of proxy materials?

Instead of mailing printed copies to each of our stockholders, we have elected to provide access to the proxy materials over the internet under the SEC’s “notice and access” rules. These rules allow us to make our stockholders aware of the Annual Meeting and the availability of the proxy materials by sending a Notice of Internet Availability of Proxy Materials which provides instructions on how to access the full set of proxy materials through the Internet or make a request to have printed proxy materials delivered by mail. Accordingly, on or about April 29, 2024, we mailed the Notice to each of our stockholders. The Notice contains instructions on how to access the proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”), each of which are available at www.proxyvote.com. The Notice also provides instructions on how to vote your shares.

Q:	Who can vote at the Annual Meeting?

Only our stockholders at the close of business on April 29, 2024 (the “Record Date”) will be entitled to virtually attend and vote at the Annual Meeting. On the Record Date, there were 272,924,506 shares of our Common Stock outstanding and entitled to vote. Each share of Common Stock issued and outstanding on the Record Date is entitled to one vote on any matter to be voted upon by our stockholders at the Annual Meeting.

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Holders of Record: If, on the Record Date, your shares were registered directly in your name with our transfer agent, Equity Stock Transfer LLC, then you are a “holder of record.” As a holder of record, you may vote at the Annual Meeting, or you may vote by proxy. If you are a holder of record and you indicate when voting that you wish to vote as recommended by our Board, or if you submit a vote by proxy without giving specific voting instructions, then the proxyholders will vote your shares as recommended by our Board on all matters described in this Proxy Statement. Fred Thiel and Salman Khan, the designated proxyholders, are members of our management.

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Beneficial Owners: If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the “beneficial owner” of shares held in “street name” and this Proxy Statement is being made available to you by that nominee. The nominee holding your account is considered the holder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to virtually attend the Annual Meeting. However, since you are not the holder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid “legal proxy” or obtain a 16-digit control number from your nominee. Please contact your nominee directly for additional information.

Q:	What are “broker non-votes”?

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (“NYSE”), which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A “broker non-vote” occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules.

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Proposal Nos. 1, 3, and 4 are considered to be “non-routine” under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal No. 2 is considered to be “routine” under NYSE rules and thus if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on Proposal No. 2.

Q:	What is the quorum requirement for the Annual Meeting?

The presence at the Annual Meeting, virtually (even if not voting) or by proxy, of the holders of 33-1/3% of the outstanding shares of Common Stock at the Annual Meeting, will constitute a quorum at the Annual Meeting. We will treat shares of Common Stock represented by a properly voted proxy, including shares for which authority is withheld or that a stockholder abstains from voting, as well as broker non-votes, as present at the Annual Meeting for the purposes of determining the existence of a quorum. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

Q:	What are the voting requirements to approve each of the proposals, and what happens if I do not vote?

A:	The voting requirements to approve each of the proposals to be voted upon at the Annual Meeting, as well as the effects of abstentions and broker non-votes on each of the proposals, are as follows:

Proposal	Voting Requirement	Effect of Abstentions	Effect of Broker Non-Votes
Proposal No. 1: Election of Class I Directors	Each director nominee will be elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors (assuming that a quorum is present). A “plurality of the votes” means that the three director nominees receiving the highest number of votes at the Annual Meeting will be elected.	A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal.	Broker non-votes will not count as votes cast on this proposal, and will have no effect on the outcome of the vote on this proposal.

Proposal No. 2: Ratification of Appointment of Accounting Firm	Requires the affirmative vote of a majority of the votes cast (assuming that a quorum is present).	An “ABSTAIN” vote will have no effect on the outcome of the vote on this proposal.	Because a bank, broker, dealer or other nominee may generally vote without instructions on this proposal, we do not expect any broker non-votes to result for this proposal.

Proposal No. 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	Stockholders may select every “One Year,” “Two Years” or “Three Years” with respect to this proposal. The option that receives the affirmative vote of a majority of the votes cast will be deemed to be the frequency preferred by our stockholders, (assuming that a quorum is present).	An “ABSTAIN” vote will have no effect on the outcome of the vote on this proposal.	Broker non-votes will not count as votes cast on this proposal, and will have no effect on the outcome of the vote on this proposal.

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Proposal			Voting Requirement			Effect of Abstentions			Effect of Broker Non-Votes
Proposal No. 4: Approval of Amendment to our 2018 Plan			Requires the affirmative vote of a majority of the votes cast (assuming that a quorum is present).			An “ABSTAIN” vote will have no effect on the outcome of the vote on this proposal.			Broker non-votes will not count as votes cast on this proposal, and will have no effect on the outcome of the vote on this proposal.

Q:	Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other matters are properly presented at the Annual Meeting, the persons named as proxies will vote in accordance with their discretion with respect to those matters.

Q:	How can I vote my shares?

A:	Your shares can be voted as follows:

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Holders of Record: Holders of record can vote by proxy or by virtually attending the Annual Meeting where votes can be submitted electronically via live webcast. If you wish to vote by proxy, you can vote by Internet, telephone, or mail as described below. Whether or not you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instruction as soon as possible to ensure your representation at the Annual Meeting.

			Voting Method
			To vote at the Annual Meeting by live webcast, please visit the following website: www.virtualshareholdermeeting.com/MARA2024. You will need the 16-digit control number included on the Notice or your proxy card (if you requested to receive printed proxy materials). The method you use to vote by proxy will not limit your right to virtually attend or vote at the Annual Meeting. All shares that have been properly voted and not revoked will be voted at the Annual Meeting. However, even if you plan to virtually attend the Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Annual Meeting.

			To vote by Internet, you will need the 16-digit control number included on the Notice or your proxy card (if you requested to receive printed proxy materials). Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on Wednesday, June 26, 2024, by visiting www.proxyvote.com and following the instructions.

			To vote by telephone, you will need the 16-digit control number included on the Notice or on your proxy card (if you requested to receive printed proxy materials). Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on Wednesday, June 26, 2024, by calling 1 (800) 690-6903 and following the instructions.

			To vote by mail, follow the instructions provided on your proxy card (if you requested to receive printed proxy materials). Simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. In order to be effective, completed proxy cards must be received by 11:59 p.m. Eastern Time on Wednesday, June 26, 2024. This option is only available if you requested to receive printed proxy materials.

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Beneficial Owners: If you are the beneficial owner of your shares, you should have received the Notice or a proxy card (if you requested to receive printed proxy materials) with this Proxy Statement from your bank, broker, or other agent rather than from us. Simply (i) use the 16-digit control number to vote on the Internet or by telephone before the Annual Meeting, or vote at the Annual Meeting, or (ii) if you requested to receive printed proxy materials, vote by following the instructions provided on the proxy card you

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received from your bank, broker, or other agent's website. Your 16-digit control number may be included in the voting instruction form that accompanied the proxy materials. If your bank, broker, or other agent did not provide you with a 16-digit control number, you should contact them to obtain your control number and access the Annual Meeting link. To vote at the Annual Meeting, you must first obtain a valid “legal proxy” from your bank, broker, or other agent. Follow the instructions from your nominee to request a “legal proxy.”

Q:	What can I do if I change my mind after I vote my shares?

A:	You may change your vote at any time before the polls are closed at the Annual Meeting.

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Holders of Record: If you are a holder of record, you may change your vote by (i) providing written notice of revocation to Marathon Digital Holdings, Inc., 101 NE Third Avenue, Suite 1200, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary, (ii) executing a subsequent proxy using any of the voting methods discussed above (subject to the deadlines for voting with respect to each method), or (iii) attending the Annual Meeting and voting electronically via live webcast. However, simply attending the Annual Meeting will not, by itself, revoke your proxy.

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Beneficial Owners: If you are a beneficial owner of your shares and you have instructed your nominee to vote your shares, you may change your vote by following the directions received from your nominee to change those voting instructions, or by attending the Annual Meeting and voting via live webcast, which can be accomplished as described above.

Subject to any revocation, all shares represented by properly executed proxies will be voted in accordance with the instructions on the applicable proxy, or, if no instructions are given, in accordance with the recommendations of our Board as described above.

Q:	Who is paying for the cost of this proxy solicitation?

We have hired D.F. King & Co., Inc. to assist in the solicitation of proxies for an estimated fee of $15,000, plus out-of-pocket expenses. The solicitation of proxies is made on behalf of our Board and all the expenses of soliciting proxies from stockholders will be borne by us. In addition to the solicitation of proxies by use of the internet and mail, our directors, officers, and employees may communicate with stockholders personally or by email, telephone, or otherwise for the purpose of soliciting such proxies. No additional compensation will be paid to any such persons for such solicitation, although we may reimburse them for reasonable out-of-pocket expenses incurred in connection with such solicitation. We will also, upon request, reimburse banks, brokers, dealers and other nominees for their reasonable out-of-pocket expenses in forwarding solicitation material to beneficial owners of shares held of record by such persons.

Q:	How may I obtain an additional copy of the proxy materials? How may I reduce the number of copies our household receives?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we are delivering a single copy of the Notice and, if applicable, this Proxy Statement and our Annual Report, to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy materials. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, this Proxy Statement and our Annual Report, to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, this Proxy Statement or our Annual Report, or if you wish to receive separate copies in the future, please contact: Marathon Digital Holdings, Inc., 101 NE Third Avenue, Suite 1200, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary, Telephone: 1 (800) 804-1690.

In addition, if you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact us using the contact information set forth above. Stockholders who are beneficial owners of shares held in street name may contact their bank, broker, dealer or other nominee to request information about householding.

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Q:	Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results with respect to each proposal at the Annual Meeting. In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four (4) business days following the Annual Meeting, unless final results are not known at that time, in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once we know them.

Q:	Where else can I find these proxy materials?

This Proxy Statement and the Annual Report are available on our website at mara.com in the SEC Filings section of the Investors tab. Other information contained on or accessed through our website does not constitute part of this Proxy Statement and you should not consider this other information in deciding how to vote your shares. References to our website address in this Proxy Statement are inactive textual references only.

Q:	Whom should I contact with other questions?

If you have additional questions about this Proxy Statement or the Annual Meeting, or if you would like additional copies of this Proxy Statement, please contact: Marathon Digital Holdings, Inc., 101 NE Third Avenue, Suite 1200, Fort Lauderdale, Florida 33301, Attention: Legal Department, Telephone: 1 (800) 804-1690.

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DIRECTORS

Director Nominees

Our Board has nominated the three directors set forth in the table below for reelection as Class I directors at the Annual Meeting. Sarita James, a current Class I director, is not standing for reelection and her term will expire at the Annual Meeting.

Following the table is certain biographical information about each director nominee, as well as selected information about the specific qualifications, attributes, skills, and experience that led our Board to conclude that each director nominee is qualified to serve on our Board. For information regarding committee composition as of the date of this Proxy Statement, please refer to the section titled “Corporate Governance—Committees of Our Board.”

Name	Age	Director Since	Position(s)
Fred Thiel	63	April 24, 2018	Chief Executive Officer and Chairperson of the Board (Class I Director)
Kevin DeNuccio	64	January 19, 2021	Class I Director
Said Ouissal	47	August 6, 2021	Class I Director

Fred Thiel – Chief Executive Officer and Chairperson of the Board (Class I Director)

Mr. Thiel has served as our Chief Executive Officer since April 2021, and has served on our Board since April 2018. Mr. Thiel was the chairman of Sprocket, Inc. from June 2017 through 2020, a blockchain/cryptocurrency technology and financial services company whose mission is to reduce the risk and friction of cryptocurrency trading across marketplaces, regions and exchanges by establishing a federation of exchanges that together create a single aggregated global trading marketplace with large scale liquidity, rapid execution, minimal counter-party risk, and price transparency. From January 2013 until November 2015, Mr. Thiel served as a director of Local Corporation, which was a Nasdaq-listed entity (Nasdaq: LOCM) which was a leader in on-line local search and digital media, mobile search monetization and programmatic retargeting markets. He served as chairman of the board of LOCAL from January 2014 to November 2015 and as its chief executive officer from May 2014 to November 2015. Mr. Thiel has been the chairman of the board and chief advisor to Thiel Advisors, Inc. since 2012. Thiel Advisors, Inc. is a boutique advisory firm providing private equity and venture capital firms, as well as public and private company boards of director, with deep technology industry operating expertise and strategic advisory services. Mr. Thiel studied economics at the Stockholm School of Economics.

Our Board believes Mr. Thiel is qualified to serve as a member of our Board because of his extensive leadership, blockchain, and cryptocurrency experience.

Kevin DeNuccio – Class I Director

Mr. DeNuccio has served as a member of our Board since January 2019. Mr. DeNuccio currently serves on the board of directors of Juniper Networks Inc. (NYSE: JNPR), since 2014. Mr. DeNuccio is the founder and general partner of Wild West Capital LLC since 2012, where he focuses on angel investments, primarily with software-as-a-service start-ups. Mr. DeNuccio served on the board of directors of Calix, Inc. (NYSE: CALX, from 2012 to May 2022. From February 2014 to April 2017, he served as president and chief executive officer of Violin Memory, a flash based storage array solutions company. From May 2017 to October 2019, Mr. DeNuccio served as executive chairman of SevOne, Inc., a digital infrastructure management software company. He has more than 25 years of experience as a chief executive, global sales leader, public and private board member, and more than a dozen angel investments, managing and growing leading technology businesses. He served in senior executive positions with Verizon, Cisco Systems, Ericsson, Redback Networks, Wang Laboratories and Unisys Corporation. Mr. DeNuccio holds a Bachelor of Science in Business Administration, Finance, from Northeastern University, and a Master of Business Administration from Columbia Business School.

Our Board believes Mr. DeNuccio is qualified to serve as a member of our Board because of his long-standing public company, finance, and “high tech” experience.

Said Ouissal – Class I Director

Mr. Ouissal has served as a member of our Board since August 2021. Mr. Ouissal has been the founder and chief executive officer of Zededa since 2016, a next-generation edge software infrastructure start-up for which he raised $28.5 million of venture capital funding, defined product and built company from inception. He is a seasoned

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business and product executive with extensive go-to-market experience in high-growth and dynamic turn-around environments, public and private; and a visionary product management and technology leader with deep technical background in various IT/technology domains and inventor of multiple patents. Prior roles include with Violin Memory, where he was the senior vice-president of Global Field Operations, product management & business development, Juniper Networks, where he was vice-president of product management, Ericsson, where he was vice-president of strategy & global customer engagement and Redback Networks, where he was the vice-president of global systems engineering. He is the inventor of two patents in the broadband access and intellectual property networking technology area. Mr. Ouissal holds a Bachelor of Science degree in Computer Science from Saxion Hogescholen in the Netherlands.

Our Board believes Mr. Ouissal is qualified to serve as a member of our Board because of his technology background and expertise.

Continuing Directors

The table below sets forth our Class II and Class III directors, whose terms will expire at our annual meetings to be held in 2025 and 2026, respectively.

Following the table is certain biographical information about each continuing director, as well as selected information about the specific qualifications, attributes, skills, and experience that led our Board to conclude that each director is qualified to serve on our Board. For information regarding committee composition as of the date of this Proxy Statement, please refer to the section titled “Corporate Governance—Committees of Our Board.”

Name	Age	Director Since	Position(s)
Georges Antoun	61	May 20, 2021	Class II Director
Jay Leupp	60	May 20, 2021	Class II Director
Vicki Mealer-Burke	62	April 1, 2024	Class III Director
Douglas Mellinger	59	March 31, 2022	Class III Director

Georges Antoun – Class II Director

Mr. Antoun has served as a member of our Board since May 2021. Mr. Antoun brings with him over 30 years of operational and technical experience, having served in various leadership positions at several global technology companies, including as a member of the board of directors of two publicly traded companies: Ruckus Wireless, Inc. and Violin Memory, Inc. He currently serves as the chief commercial officer of First Solar where he was chief operating officer before being appointed as president, U.S. in July 2015. Prior to joining First Solar, Mr. Antoun served as a venture partner at Technology Crossover Ventures (“TCV”), a private equity and venture firm, which he joined in July 2011. Before joining TCV, he was the head of product area IP & broadband networks for Ericsson. Mr. Antoun joined Ericsson in 2007, when Ericsson acquired Redback Networks, a telecommunications equipment company, where Mr. Antoun served as the senior vice president of worldwide sales & operations. After the acquisition, Mr. Antoun was promoted to chief executive officer of the Redback Networks subsidiary. Prior to Redback Networks, Mr. Antoun spent five years at Cisco Systems, where he served as vice president of worldwide systems engineering and field marketing, vice president of worldwide optical operations, and vice president of carrier sales. Prior to Cisco, he was the director of systems engineering at Newbridge Networks, a data and voice networking company. Mr. Antoun started his career as a member of the technical staff at NYNEX (now Verizon Communications), where he was part of the company’s science and technology division. Mr. Antoun holds a Bachelor of Science degree in engineering from the University of Louisiana at Lafayette and a master’s in information systems engineering from the Polytechnic Institute of New York University.

Our Board believes Mr. Antoun is qualified to serve as a member of our Board because of his longstanding technical and operational expertise with global technology companies.

Jay Leupp – Class II Director

Mr. Leupp has serves as a member of our Board since May 2021. Mr. Leupp has served on the board of directors at Apartment Investment and Management Co (NYSE:AIV), a diversified real estate company primarily focused on value add and opportunistic investments targeting the U.S. multifamily sector, since December 2020. He also currently serves on the board of directors of Healthcare Realty Trust Incorporated (NYSE: HR) and G.W. Williams Co. Mr. Leupp also serves

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as the managing partner and senior portfolio manager of Terra Firma Asset Management, LLC (“Terra Firma”), a private equity firm. Prior to co-founding Terra Firma in 2020, Mr. Leupp served as a managing director in various roles at Lazard Asset Management, from 2011 to June 2020, Grubb & Ellis Alesco Global Advisors, from 2006 to 2011, Royal Bank of Canada Capital Markets, from 2002 to 2006 and Robertson Stephens & Company, from 1994 to 2002. During his career, he has also held positions at The Staubach Company, from 1991 to 1994, Trammell Crow Company, from 1989 to 1991, and KPMG Peat Marwick, from 1985 to 1987. Mr. Leupp is also a member of the American Institute of Certified Public Accountants (AICPA) and serves on the boards of both non-profit and corporate organizations. Mr. Leupp holds a Bachelor of Science in Business Administration from Santa Clara University, and a Master of Business Administration from Harvard Business School.

Our Board believes Mr. Leupp is qualified to serve as a member of our Board because of his extensive audit and finance expertise.

Vicki Mealer-Burke – Class III Director

Ms. Mealer-Burke has served as a member of our Board since April 2024. Ms. Mealer-Burke brings 26 years of executive leadership experience from Qualcomm Incorporated (“Qualcomm”) (Nasdaq: QCOM), a semiconductor company renowned for its global impact in driving wireless technology hardware, services and software. Throughout her career at Qualcomm, Ms. Mealer-Burke held diverse leadership roles spanning global business development, product management and operations across three distinct business units of Qualcomm Technologies Inc. In 2014, Ms. Mealer-Burke was named vice president and general manager of Qualcomm Education, Inc., a wholly owned subsidiary of Qualcomm Technologies. In 2016, she was named vice president of human resources and served as Qualcomm’s inaugural Chief Diversity Officer. She served as Chief Diversity Officer until November 2021 and completed her Qualcomm career in January 2023 after leading a multi-million dollar global human resources digital transformation and organizational restructuring. During her tenure at Qualcomm, she played an important role in Qualcomm’s growth from annual revenues of $2.0 billion and approximately 6,000 employees in 1997 to over $36 billion in revenue and more than 50,000 employees by 2023. She has served as a member of the board of directors of the Make-A-Wish Foundation of San Diego, Inc. since May 2021 and as a member of the board of directors of LEAD San Diego since January 2019. Prior to her appointment to our Board, she served as an advisory member of our Board since September 2022. Ms. Mealer-Burke holds a Bachelor of Business Administration in Management Information Systems from Iowa State University and a Master of Arts in Administration from The Ohio State University.

Our Board believes Ms. Mealer Burke is qualified to serve as a member of our Board because of her extensive leadership experience in the technology industry, her proven track record navigating a dynamic business environment, and her prior experience with us as a Board advisor.

Douglas Mellinger – Class III Director

Mr. Mellinger has served as a member of our Board since March 2022. Mr. Mellinger is an active entrepreneur, philanthropist, impact investor, and board member, with extensive experience building and leading public and private companies in the technology and financial industries. Mellinger is a managing director at Clarion Capital Partners, a lower middle market private equity and structured credit asset management company, which he joined in January 2013. Mr. Mellinger currently serves on the board of directors of Campden Wealth and IPI (Institute for Private Investors), the largest global membership organization for wealthy families and their family offices; and the board of directors of International Education Corporation (IEC), one of the nation’s largest career education colleges. Prior to Clarion Capital Partners, Mellinger was a partner at Palm Ventures and a managing partner at Zeno Ventures. From 2000 to September 2023, Mr. Mellinger co-founded and served on the board of directors of Foundation Source, a leading provider of outsourced services and technology for private foundations. He founded and served as the chairman and chief executive officer of Enherent Corp (Nasdaq: ENHT), a global software development and services company that was listed as an Inc. 500 company twice and was featured on Deloitte & Touche’s Technology Fast 500 and Fast 50 lists. Throughout his career, Mr. Mellinger has served on the boards of numerous companies and organizations, including Edgar Online (Nasdaq: EDGR), Sequest Technologies, Producteev, Schiller International, Young Entrepreneur’s Organization (YEO), and Young President’s Organization (YPO), among others. He has also served on several advisory boards and boards to government agencies, universities, and non-profit organizations over the past 40 years. Mr. Mellinger holds a Bachelor of Science in Entrepreneurial Science from Syracuse University.

Our Board believes Mr. Mellinger is qualified to serve as a member of our Board because of his extensive finance experience.

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CORPORATE GOVERNANCE

Director Independence

Nasdaq requires that our Board be comprised of a majority of directors who satisfy the criteria for independence set forth in the Nasdaq rules. Based on the director independence requirements set forth in the applicable Nasdaq rules, our Board has determined that Messrs. DeNuccio, Ouissal, Leupp, Antoun, and Mellinger, as well as Mses. James and Mealer-Burke, are “independent” directors. In addition, all members of our audit committee (our “Audit Committee”), compensation committee (our “Compensation Committee”), and nominating and corporate governance committee (our “Nominating and Corporate Governance Committee”) meet the independence standards set forth in applicable Nasdaq rules. Furthermore, all members of our Audit Committee and Compensation Committee meet the heightened independence standards set forth under applicable SEC rules. For information regarding committee composition as of the date of this Proxy Statement, please refer to the section below titled “Committees of Our Board.”

Compensation Committee Interlocks and Insider Participation

Messrs. Antoun and Leupp and Ms. James each served on our Compensation Committee during the year ended December 31, 2023. None of the members of our Compensation Committee is or has ever been an officer or employee of the Company or any of its subsidiaries. None of the members of our Compensation Committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K, nor is any such relationship currently contemplated. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee. No interlocking relationship exists between any member of our Board and any member of our Compensation Committee (or other committee performing equivalent functions) of any other company.

Family Relationships

There are no family relationships between any of our director nominees, continuing directors, or executive officers.

Agreements with Directors or Executive Officers

None of our director nominees, continuing directors, or executive officers were selected pursuant to any arrangement or understanding.

Legal Proceedings with Directors

There are no legal proceedings related to any of our director nominees, continuing directors, or executive officers which are required to be disclosed pursuant to applicable SEC rules.

Board Diversity

Our Nasdaq board diversity matrices for 2023 and 2022 are available on our website at mara.com in the Governance section of the Investors tab. Our 2024 board diversity matrix will be posted to our website by December 31, 2024.

Board Leadership Structure and Role in Risk Oversight

Our Amended and Restated Bylaws (our “Bylaws”) allow our Board to determine whether to separate or combine the roles of chief executive officer and chairperson of the board. Our Board believes it is important to maintain flexibility in our Board leadership structure to best serve our and our stockholders’ interests at any particular time. Currently, Mr. Thiel serves as our Chief Executive Officer and Chairperson of the Board. Additionally, we do not currently have a lead independent director. We believe our Board’s committee structure, coupled with the independence of the majority of our Board members, ensures our Board maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs. While our Board believes this current structure is appropriate at this time, it regularly assesses the advantages and disadvantages of various structures taking into account the evolving needs of our business.

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Risk assessment and oversight are an integral part of our governance and management processes. Our Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. Our Board focuses on our most significant risks and our general risk management strategy, and also ensures that risks undertaken by us are consistent with our Board’s risk parameters. While our Board primarily oversees our risk management process, our management is responsible for day-to-day risk management processes. Additionally, our Audit Committee is primarily responsible for evaluating and managing financial risk exposure. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure supports this approach.

Meetings of Our Board and Board Committees

During year ended December 31, 2023, our Board held four meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of the total number of meetings of our Board held during the period for which such director has served as a director.

Although we do not have a formal policy regarding attendance by members of our Board at our annual meetings of stockholders, we encourage, but do not require, our directors to attend. All of our directors who were serving as directors at the time attended our 2023 annual meeting of stockholders.

Our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee held six, two, and one meetings during the year ended December 31, 2023, respectively. Each committee member attended at least 75% of the aggregate number of meetings held by each committee of our Board on which such director has served during the periods that such director has served as a committee member.

Committees of Our Board

Our Board has three standing committees: our Audit Committee, our Compensation Committee, and our Nominating and Corporate Governance Committee. Each of our committees has a written charter that describes its purpose, membership, meeting structure, and responsibilities. A copy of each committee’s charter is available on our website at mara.com in the Governance section of the Investors tab. These charters are reviewed annually by each committee, with any recommended changes approved by our Board.

As of April 29, 2024, the members of each standing committee are as follows:

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Kevin DeNuccio		✔	✔
Said Ouissal	✔
Sarita James⁽¹⁾	✔		Chair
Georges Antoun	✔	Chair	✔
Jay Leupp⁽²⁾	Chair	✔	✔
Vicki Mealer-Burke		✔	✔
Douglas Mellinger⁽³⁾			✔

(1)	Ms. James is not standing for reelection at the Annual Meeting, and as a result, will no longer be a member of our Audit Committee or Chair of our Nominating and Corporate Governance Committee following the Annual Meeting.

(2)	Our Board has determined that Mr. Leupp is an “audit committee financial expert” under applicable SEC rules.

(3)	Immediately following the Annual Meeting, Mr. Mellinger will serve as Chair of our Nominating and Corporate Governance Committee.

Audit Committee

Our Audit Committee is responsible for, among other things:

•	serving as an independent and objective party to monitor our financial reporting process and internal control system and complaints or concerns relating thereto;

•

meeting with our independent registered public accounting firm and our financial management to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof reviewing such audit, including any comments or recommendations of our independent registered public accounting firm;

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•

reviewing and approving the internal corporate audit staff functions, including (i) purpose, authority and organizational reporting lines; (ii) annual audit plan, budget and stalling; (iii) concurrence in the appointment, compensation and rotation of the internal audit management function; and (iv) results of internal audits;

•

reviewing the financial statements contained in our annual reports and quarterly reports to stockholders with management and our independent registered public accounting firm to determine that our independent registered public accounting firm is satisfied with the disclosure and content of the financial statements to be presented to our stockholders; and

•	reviewing with our management any financial information, earnings press releases and earnings guidance filed with the SEC or disseminated to the public, including any certification, report, opinion or review rendered by our independent registered public accounting firm.

Compensation Committee

Our Compensation Committee is responsible for, among other things:

•

reviewing and approving our goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance with respect to such goals, and, subject to existing contractual obligations, set our Chief Executive Officer’s compensation level based on such evaluation;

•	considering our Chief Executive Officer’s recommendations with respect to other executive officers;

•	evaluating our performance both in terms of current achievements and significant initiatives with long-term implications;

•	assessing the contributions of individual executives and recommending to our Board levels of salary and incentive compensation payable to our executive officers; and

•	reviewing our financial, human resources, and succession planning.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for, among other things:

•	setting qualification standards for director nominees;

•	identifying, considering and nominating candidates for membership on our Board;

•	developing, recommending and evaluating corporate governance standards and a code of business conduct and ethics applicable to the Company;

•	implementing and overseeing a process for evaluating our Board, our Board committees, and overseeing our Board’s evaluation of our Chief Executive Officer and Chairperson of the Board;

•	making recommendations regarding the structure and composition of our Board and Board committees;

•	advising our Board on corporate governance matters and any related matters required by the federal securities laws; and

•	assisting our Board in identifying individuals qualified to become Board members; recommending to our Board the director nominees for the next annual meeting of stockholders; and recommending to our Board director nominees to fill vacancies on our Board.

Identification and Evaluation of Director Nominees

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. Our Nominating and Corporate Governance Committee regularly assess the appropriate size, composition and needs of our Board and its respective committees, and the qualification of candidates considering these needs. Our Nominating and Corporate Governance Committee considers director candidates that meet our minimum selection criteria, as discussed below. These factors may be weighted differently depending on the individual being considered or the needs of our Board at the time.

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Director nominees must also be able to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all Board and committee responsibilities.

Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our Nominating and Corporate Governance Committee will also seek appropriate input from our Chief Executive Officer, from time to time, in assessing the needs of our Board for relevant background, experience, diversity and skills of its members.

Our Nominating and Corporate Governance Committee considers diversity (whether based on broader principles such as diversity of perspective, experiences, and expertise, as well as factors commonly associated with diversity such as gender, race or national origin) in connection with its evaluation of director candidates, including the evaluation and determination of whether to re-nominate incumbent directors. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual Board and committee evaluations. Our Nominating and Corporate Governance Committee seeks qualified and diverse director candidates, including women and individuals from minority groups, to include in the pool from which director candidates are chosen. Any search firm retained by the committee, if any, to find director candidates would be instructed to account for these considerations, including diversity.

Policies for Consideration of Director Nominees

The minimum selection criteria established by our Nominating and Corporate Governance Committee includes, without limitation: (i) the ability and willingness to devote the necessary time and effort to diligently perform the duties and responsibilities of Board membership, (ii) a high level of integrity, personal and professional ethics, and sound business judgment, (iii) commitment to enhancing long-term stockholder value and understanding that such director’s primary goal is to serve the best interest of our stockholders, and (iv) freedom from conflicts of interests that would violate applicable laws, rules, regulations or listing standards, conflict with any of our corporate governance policies or procedures, or interfere with the proper performance of such director’s responsibilities.

Each director should possess attributes, characteristics, experiences, qualifications and skills which enhance his or her ability to perform duties on our behalf (both individually and in combination with the other directors). In making its assessment, our Nominating and Corporate Governance Committee will consider such factors as (i) personal qualities, skills and characteristics (which may include, but are not limited to, ethnicity, gender, race and sexual orientation), (ii) expertise in specific business areas, including sales, marketing, strategy, finance, corporate governance or legal, (iii) professional experience in our industry (or similar industries), and (iv) ability to qualify as an “independent director” under applicable Nasdaq rules and to otherwise exercise independent judgment as a director.

Our Nominating and Corporate Governance Committee may also consider such other factors as it determines would reasonably be expected to contribute to the overall effectiveness and diversity of our Board.

Policy for Consideration of Nominees Recommended by Stockholders

Our Nominating and Corporate Governance Committee reviews and considers any director candidates who have been recommended by our stockholders entitled to vote in the election of directors, so long as such candidates (i) have been nominated in accordance with the procedures described below, and (ii) meet the minimum selection criteria for director nominees established by our Board or our Nominating and Corporate Governance Committee, as described above. To submit a director candidate, a stockholder must submit the candidate’s name, contact information, and detailed background information to: Marathon Digital Holdings, Inc., 101 NE Third Avenue, Suite 1200, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary. Our Corporate Secretary will forward such information to our Nominating and Corporate Governance Committee for its consideration.

Stockholder Communications with Our Board

Stockholders who wish to communicate with our Board may do so by e-mail by using the following email address: ir@mara.com, or by submitting a comment via our website at mara.com in the Contact section of the Investors tab. Communications sent in accordance with this process will be transmitted to the appropriate Board members.

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Code of Business Conduct and Ethics

Our Board has adopted a written code of business conduct and ethics (our “Code of Ethics”) that applies to our directors, executive officers, and employees, including our principal executive officer, principal financial officer, and principal accounting officer, or controller, or persons performing similar functions. Our Code of Ethics is available on our website at mara.com in the Governance section of the Investors tab.

We intend to disclose future amendments to our Code of Ethics, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions, or our directors, on our website identified above.

Insider Trading Policy

Our Board has adopted a Statement of Policies and Procedures Governing Material Nonpublic Information and the Prevention of Insider Trading policy (our “Insider Trading Policy”), governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and contractors. Our Insider Trading Policy is available on our website at mara.com in the Governance section of the Investors tab, as well as filed as Exhibit 19.1 to our Annual Report.

Hedging or Pledging Policy

Our Insider Trading Policy prohibits our directors, officers and employees from hedging the economic interest in our securities, and from pledging our securities.

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PROPOSAL NO. 1

ELECTION OF CLASS I DIRECTORS

Board Structure and Membership

We currently have eight directors serving on our Board and no vacant directorships on our Board. Our Bylaws provide that our Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other two classes continuing to serve for the remainder of their respective three-year terms. Because approximately one-third of our directors will be elected at each annual meeting of stockholders, consecutive annual meetings could be required for our stockholders to change a majority of our Board. This classification of our Board may have the effect of delaying or preventing changes of control of the Company.

Our three classes of directors are currently divided as follows:

•	the Class I directors are Fred Thiel, Kevin DeNuccio, and Said Ouissal, whose terms will expire at the Annual Meeting unless they are re-elected, and Sarita James, who is not standing for re-election and whose term will expire at the Annual Meeting;

•	the Class II directors are Georges Antoun and Jay Leupp, whose terms will expire at the annual meeting of stockholders to be held in 2025; and

•	the Class III directors are Vicki Mealer-Burke and Douglas Mellinger, whose terms will expire at the annual meeting of stockholders to be held in 2026.

Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, will serve for the remainder of the full term of that class, or until the director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, or removal. The size of our Board may be reduced or increased by resolution adopted by our stockholders or directors.

Our Board has approved, effective as of the Annual Meeting, a decrease in the number of directors from eight to seven, such that following the Annual Meeting, assuming each Class I director nominee is re-elected, there will be no vacant directorships on our Board.

Director Nominees

Our Board has nominated Fred Thiel, Kevin DeNuccio, and Said Ouissal for re-election to our Board as Class I directors. If elected at the Annual Meeting, Messrs. Thiel, DeNuccio, and Ouissal would serve until our annual meeting of stockholders to be held in 2027, or until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation, or removal.

Required Vote

The election of each of our director nominees requires a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the three nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Stockholders may vote “FOR” each director or “WITHHOLD” their vote for any director with respect to this Proposal No. 1. A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal.

This proposal is considered a non-routine matter under applicable NYSE rules. A broker, bank, or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will have no effect on the outcome of the vote on this proposal. If no contrary indication is made, returned proxies will be voted “FOR” each of the Class I director nominees.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH CLASS I DIRECTOR NOMINEE

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF ACCOUNTING FIRM

Our Audit Committee has selected Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and has further directed that management submit the selection of the independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. Services provided to us and our subsidiaries by Marcum LLP for the fiscal years ended December 31, 2023 and 2022 are described below and within the section of this Proxy Statement titled “Audit Committee Report.”

Neither our governing documents nor applicable law require stockholder ratification of the selection of Marcum LLP as our independent registered public accounting firm. However, our Board is submitting the selection of Marcum LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, our Audit Committee will reconsider whether to continue retaining Marcum LLP. Even if the selection is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in our and our stockholders’ best interests.

Marcum LLP has audited our financial statements since 2021. Representatives of Marcum LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Auditor Fees and Services

The following table summarizes the aggregate fees for professional audit services and other services rendered by Marcum LLP for the years ended December 31, 2023 and 2022:

	Year Ended December 31,
Category of Fees	2023	2022
Audit Fees	$938,963	$965,279
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees	144,200	139,050
Total:	$1,083,163	$1,104,329

Audit Fees

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and review of other filings in connection with our annual financial statements.

Audit-Related Fees

There were no audit-related fees for the years ended December 31, 2023 and 2022.

Tax Fees

There were no tax fees for the years ended December 31, 2023 and 2022.

All Other Fees

All other fees consist of fees for miscellaneous items, including fees related to the review of our registration statements and comfort letters.

Audit Committee Pre-Approval Policy

Our Audit Committee’s policy is to pre-approve all audit, audit-related, and permissible non-audit services, including tax and other services, performed by our independent registered public accounting firm. Under our Audit Committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project-based services and routine consultations. In addition, our Audit Committee may also pre-approve particular services on a case-by-case basis. All services provided by our independent registered public accounting firm were approved by our Audit Committee.

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Required Vote

The ratification of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024 requires the affirmative vote of a majority of the votes cast. Stockholders may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this Proposal No. 2. Abstentions will have no effect on the outcome of the vote on this proposal.

This proposal is considered a routine matter under applicable NYSE rules. Because a bank, broker, or other nominee may vote without instructions on this matter, we do not expect any broker non-votes to result for this proposal.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF APPOINTMENT OF ACCOUNTING FIRM

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AUDIT COMMITTEE REPORT

Our Audit Committee is responsible for providing independent, objective oversight of, among other things, our financial reporting functions, our independent registered public accounting firm, our system of internal controls, our legal and regulatory compliance, and compliance with our Insider Trading Policy and Code of Ethics. Our Audit Committee is currently composed of three directors, each of whom meets the independence and experience requirements under applicable Nasdaq rules, as well as the independence requirements applicable to Audit Committee members under applicable SEC rules. In addition, our Board has determined that the Chair of our Audit Committee qualifies as an “audit committee financial expert” under applicable SEC rules.

Management is responsible for the preparation of our financial statements and financial reporting process, including our system of internal controls. Marcum LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), and expressing (i) an opinion on whether our consolidated financial statements present fairly, in all material respects, our financial position and results of operations and cash flows for the periods presented in conformity with US generally accepted accounting principles, and (ii) an opinion on whether we have maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, our Audit Committee met with management and Marcum LLP to review and discuss the December 31, 2023 audited consolidated financial statements and obtained from management their representation that our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In addition, management represented that, as of December 31, 2023, we maintained effective internal control over financial reporting.

Our Audit Committee also discussed with Marcum LLP the matters required by Auditing Standard No. 1301, “Communications with Audit Committees” of the PCAOB, which includes, among other items, information regarding the conduct of the integrated audit of our audited consolidated financial statements. Our Audit Committee has received the written communications from Marcum LLP required by applicable requirements of the PCAOB regarding Marcum LLP’s communication with our Audit Committee concerning independence and has discussed with Marcum LLP its independence.

Our Audit Committee operates under a written charter, which was adopted by our Board and is assessed annually for adequacy by our Audi Committee. Our Audit Committee held four meetings during year ended December 31, 2023, including meetings with Marcum LLP, and with and without management present. In performing its functions, our Audit Committee acts only in an oversight capacity. It is not the responsibility of our Audit Committee to determine that our financial statements are complete and accurate, are presented in accordance with U.S. generally accepted accounting principles or present fairly our results of operations for the periods presented, or that we maintain appropriate internal controls. Furthermore, our Audit Committee’s oversight responsibilities do not independently assure that the audit of our financial statements has been carried out in accordance with the standards of the PCAOB or that our registered public accounting firm is independent.

Based upon our Audit Committee’s review and discussions with management and Marcum LLP, and subject to the limitations of our Audit Committee’s role and responsibilities referred to above and in our Audit Committee charter, our Audit Committee recommended that our Board include the audited consolidated financial statements in our Annual Report.

			AUDIT COMMITTEE
			Jay Leupp (Chair)
			Said Ouissal
			Georges Antoun
			Sarita James

Our Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Acts.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of March 31, 2024, by: (i) each of our named executive officers; (ii) each director and director nominee; (iii) all of our executive officers and directors as a group (13 persons); and (iv) each person or group known by us to beneficially own more than 5% of our outstanding shares of Common Stock.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Unless otherwise indicated below, to the best of our knowledge (i) each beneficial owner named in the table has the sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable, and (ii) the address of such beneficial owner is 101 NE Third Avenue, Suite 1200, Fort Lauderdale, Florida 33301.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (#)	Percent of Common Stock⁽¹⁾
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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EXECUTIVE OFFICERS

Set forth below is information regarding each of our executive officers as of April 29, 2024:

Name and Address	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:

•	Named Executive Officers

•	Compensation Philosophy and Objectives

•	2023 Compensation Considerations

•	Compensation Consultant

•	Peer Group

•	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

•

Pay Ratio

•	Director Compensation

•	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.

Named Executive Officers

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.

Compensation Consultant

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.

Peer Group

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:

•	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.

•	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.

•	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.

•	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:

•	title, job responsibilities and tenure with us;

•	individual executive performance, as measured against various strategic, operational and management objectives in each executive’s areas of expertise and responsibility;

•	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			Base Salary ($)
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 (%)	Cash Bonus Amount ($)
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	Number of RSUs (#)⁽¹⁾	Value of RSUs ($)
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	Salary ($)	Cash Bonus Awards ($)⁽¹⁾	RSU Awards ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
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
Adam Swick Chief Growth Officer	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
Hugh Gallagher⁽⁶⁾ Former Chief Financial Officer	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 Granted (#)	Grant Date Fair Value of RSU Awards ($)⁽²⁾
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.

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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

Vested

(#)

Market

Value of

RSUs That

Have Not

Yet Vested

($)⁽¹⁾

Equity

Incentive

Plan Awards;

Number of

Unearned

Shares,

RSUs, or

Other Rights

That Have

Not Vested

(#)⁽²⁾

Equity

Incentive Plan

Awards;

Market or

Payout Value

of Unearned

Shares, RSUs,

or Other

Rights That

Have Not

Vested

($)

Fred Thiel

October 4, 2021

SEC Form DEF 14A filed by Marathon Digital Holdings Inc.