Independent
Tenure on this board
0.3 yrs
3 nominees · 3 ballot items.
Election of three Class II directors (Thomas Duda, James Newsome and Wesley Williams); ratification of CBIZ CPAs P.C. as independent registered public accounting firm for 2026; and a non-binding advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers for 2025.
Elect Thomas Duda, James Newsome and Wesley Williams as Class II directors to serve three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s selection of CBIZ CPAs P.C. as Cipher Digital Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement for fiscal year 2025.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to Cipher’s named executive officers for fiscal year 2025 as disclosed in the proxy statement. Management seeks this approval to confirm that its pay practices—which emphasize competitive base salaries, an annual performance-based cash bonus program tied to pre-established corporate KPIs (operating margin, megawatts energized, power portfolio growth, and HPC utilization), and a long‑term equity mix of RSUs and PSUs—are aligned with stockholder interests. The Compensation Committee introduced PSUs for 2025 (50% of annual equity awards) with relative TSR and absolute TSR modifiers and used a structured bonus framework with targets and stretch goals that permitted payout from 0% to 200% of target; because the Company outperformed targets in 2025, management paid bonuses at the maximum level. The board’s rationale is that a substantial portion of executive pay is at risk and linked to both short‑term operational milestones and long‑term market‑based outcomes, thereby incentivizing sustainable value creation and retention of key talent. The proposal is non-binding, so while the Board will consider the vote outcome in future compensation decisions, it is not compelled to change the program. Key contextual governance considerations include the Compensation Committee’s independence, use of an independent compensation consultant (Semler Brossy), peer benchmarking, clawback and anti-hedging policies, and change-in-control and severance provisions that are disclosed. Critics could argue that large equity payouts tied to rapid share-price appreciation may reward executives for market moves beyond management’s control, or that single-year performance metrics can induce short‑term focus; management counters with multi-year vesting schedules, performance-based PSUs, and a mix of absolute and relative metrics to mitigate such risks. For sophisticated evaluation, the material facts include the Certification of PSUs at maximum levels, substantial equity vesting events in 2025 (including market-cap tranches for CEO Page), and the Compensation Committee’s explanation that pay practices are designed to align with long-term strategy as the company transitions to an HPC data‑center business model.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | V3 Holding Ltd | 7.5% | 30,873,312 | $397M |
| 2 | V3 Holding Ltd | 7.4% | 30,443,382 | $392M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 22,310,297 | $287M |
| 4 | D. E. Shaw Co., Inc.Activist | 4.0% | 16,388,535 | $211M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 16,147,783 | $208M |
| 6 | BlackRock, Inc. | 3.6% | 14,836,188 | $191M |
| 7 | Value Aligned Research Advisors, LLC | 2.7% | 11,001,606 | $142M |
| 8 | BlackRock, Inc. | 2.3% | 9,406,125 | $121M |
| 9 | STATE STREET CORP | 2.0% | 8,257,795 | $106M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 7,330,520 | $94M |
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