Shareholders Slam ‘Outsized’ Compensation for Bitcoin Mining Executives

Shareholders sharply reduced support for executive pay packages at listed Bitcoin miner firms during the 2025 proxy season. Approval fell to an average of 64%, compared to a 90% norm across S&P 500 companies. Rising equity-based compensation and dilution concerns prompted the pushback, according to VanEck’s July 10 research note.

Executive Compensation Faces Rejection Across Major Bitcoin Miner Firms

Shareholders pushed back as named-executive-officer (NEO) compensation nearly doubled from 2023 to 2024 among leading Bitcoin miner companies. VanEck reported average NEO pay rose from $6.6 million in 2023 to $14.4 million in draft 2024 proxy filings. Equity compensation made up 89% of pay packages in 2024, rising from 79% in 2023.

Despite base salaries remaining near the $474,000 industry average, equity grants surged in scale and scope. Riot Platforms awarded its CEO a $79.3 million stock package, the highest among peers. Marathon followed with $40.1 million, while Core Scientific offered $39.5 million during its post-bankruptcy recovery.

Investor dissatisfaction became evident as major Bitcoin miner firms failed advisory votes on pay. Riot received just 32% support, Marathon 22%, and Core Scientific 38%, well below acceptable thresholds. Six of eight companies failed to reach the 70% “low support” mark flagged by ISS.

Dilution Concerns Add Pressure on Bitcoin Miner Boards

Equity plan expansions became another flashpoint for shareholders worried about insider dilution at Bitcoin miner companies. Terawulf and Core Scientific expanded their equity reserves by around 10% of outstanding shares. Bit Digital, Hut 8, and Marathon received approval for smaller increases.

Analysts warned that large equity pools could lead to significant dilution when vesting occurs on short timelines. Generous share reserves combined with shorter vesting periods heightened concerns about alignment with long-term value. Investors sought clearer links between performance and rewards to justify further share grants.

VanEck noted six of eight miners now use performance stock units (PSUs) that tie compensation to share price targets. However, CleanSpark has not adopted PSUs yet, and Bit Digital has approval but issued none. Most Bitcoin miner plans still depend on two-to-three-year vesting schedules with “as-achieved” equity triggers.

Weak Links Between Pay and Market Gains Raise Flags

VanEck analyzed how 2024 executive pay compared with market capitalization gains among Bitcoin miner companies. Riot’s executive pay of $230 million equaled 73% of its market-cap increase, the worst ratio among peers. In contrast, Marathon’s 18% and Core Scientific’s 2% ratios reflected better alignment.

Boards failed to fully tie executive pay to long-term operational efficiency and investor returns. Most Bitcoin miner compensation plans focused on absolute stock price rather than return-on-capital benchmarks. VanEck suggested that boards should shift focus toward cost-per-coin-mined and other performance metrics.

Extending vesting schedules and capping equity awards could help prevent excessive dilution. VanEck urged boards to avoid front-loading awards and instead link bonuses to sustainable performance. Better compensation structures could improve shareholder support in future proxy votes.

Summary

Bitcoin miner shareholders reduced their support for executive pay amid rising stock-based compensation and dilution concerns. Most major firms saw average pay nearly double, with equity grants playing a major role. Despite base salaries staying flat, surging stock awards triggered backlash. Riot, Marathon, and Core Scientific failed to win majority support. VanEck advised companies to adopt stricter performance metrics and longer vesting periods. Aligning pay with operational performance may restore shareholder trust.

FAQs

Why did Bitcoin miner shareholders reject executive pay packages?

Shareholders rejected them due to excessive equity grants, dilution concerns, and poor alignment with performance outcomes.

Which Bitcoin miner companies failed compensation votes?

Riot Platforms, Marathon Digital, and Core Scientific received low approval, with support levels below 40%.

What changes did VanEck suggest for Bitcoin miner firms?

VanEck recommended longer vesting schedules, caps on awards, and metrics based on cost-per-coin-mined or return on capital.

How much did Riot Platforms’ CEO receive in 2024?

Riot’s CEO secured a $79.3 million stock grant, the highest among listed Bitcoin miner executives.

What role do PSUs play in Bitcoin miner compensation?

PSUs tie executive pay to stock or shareholder return targets over multiple years, promoting performance-based rewards.

Glossary of Key Terms

Bitcoin miner – A company that uses computing power to validate Bitcoin transactions and earn block rewards.

NEO – A top executive listed in company filings, typically including the CEO and CFO.

Proxy season – The period when shareholders vote on executive pay and other proposals at annual general meetings.

Equity dilution – The reduction in existing shareholders’ ownership percentage due to issuance of new shares.

PSUs – Equity awards that vest based on achieving specific long-term company performance goals.

References: 

VanEck

Cointelegraph