Galaxy Digital Inc

This proposal asks stockholders to cast a non-binding advisory vote to approve the overall compensation paid to the Company’s Named Executive Officers as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management seeks this advisory approval to demonstrate stockholder support for its compensation philosophy and practices, which emphasize a mix of base salary, discretionary annual bonuses (cash and/or equity), and multi-year vesting equity awards intended to align executive pay with long-term company performance. The Compensation Committee uses a structured discretion framework combining objective metrics (profitability, business unit targets, market measures like TSR and bitcoin price) and subjective factors (strategic/operational progress and external conditions) to determine awards. The Company highlights governance safeguards—an independent Compensation Committee, an independent consultant, clawback policy, ownership guidelines, and prohibitions on hedging and pledging—to mitigate incentive-related risks. The vote is advisory and non-binding, but the Board and the Compensation Committee will consider the result when setting future compensation. Approving the proposal signals investor support for the current pay program, which management argues is necessary to attract and retain senior talent in a volatile digital-asset industry and to align management incentives with stockholder value creation. Opponents could argue that the advisory vote masks specific concerns about quantum or structure of awards, but the filing emphasizes pay-for-performance linkages and disclosure. Given the Board’s stated rationale and governance controls, management recommends a 'FOR' vote while acknowledging the advisory nature of the vote and committing to consider stockholder feedback in future compensation decisions.

This proposal asks stockholders to indicate, on a non-binding basis, whether future advisory votes on Named Executive Officer compensation should occur every one, two, or three years. Management proposes annual frequency, arguing that an annual 'say-on-pay' provides the most timely mechanism for stockholders to express views on executive pay and for the Board and Compensation Committee to receive regular feedback when setting compensation. The vote is procedural and advisory: it will not change compensation rules directly but will guide how often shareholders are consulted. The Company frames the recommendation in governance terms—annual votes support responsiveness and ongoing shareholder engagement—while noting that the Board remains free to choose a different cadence it believes is in stockholders’ best interests. From a governance-analysis perspective, annual votes increase accountability and transparency but can also increase administrative burden and potentially encourage short-termism if management overweights yearly feedback. The Company’s compensation program emphasizes long-term equity incentives and structured discretion to balance short-term volatility in the crypto sector, which argues for stability; nevertheless, management prefers annual input to align perceptions and enable quicker adjustments. Because the vote is non-binding, investors should evaluate whether their desire for frequent feedback outweighs the potential cost of annual advisory cycles; the Board’s explicit recommendation for 'ONE YEAR' indicates they prioritize regular engagement. The Board will consider the outcome when determining future practices, but retains discretion, so the practical effect depends on post-vote Board action and investor dialogue.