撰文：Matthew Sigel
原文：《Investors Push Back on Bitcoin Miner Exec Pay》
Please note that VanEck has exposure to Bitcoin and may have positions in Bitcoin mining stocks mentioned.
Nearly 99% of executive pay proposals passed in the 2024 proxy season, and early 2025 filings show S&P 500 CEO pay rising nearly 10% year-over-year. Across corporate America, shareholder support for compensation remains strong, even as the numbers climb.
Bitcoin miners are the exception. Despite aggressive compensation packages, their shareholders are balking. In our latest review of eight U.S.-listed miners, average support for executive pay proposals came in at just 64% , far below the S&P 500 and Russell 3000 averages of 90% and 91%.
That skepticism appears well-founded. Mining executives continue to grant themselves oversized equity awards that dilute shareholders without reliably linking pay to long-term value creation. It’s a striking contradiction: in an industry built on Bitcoin’s 21-million hard cap, there are few such limits on how much stock insiders can issue themselves.
Scope and Methodology
Building on our 2022 analysis, we reviewed executive compensation across eight U.S.-listed Bitcoin miners: BTBT, CIFR, CLSK, CORZ, HUT, MARA, RIOT, and WULF. We excluded foreign issuers like IREN, HIVE, and GLXY, whose proxy disclosures lack the granularity required for consistent comparison.
Using data from Gallagher benchmarking reports and DEF 14A filings, we compared total direct compensation (base salary, bonuses, and equity awards) against benchmarks from the energy and IT sectors, as well as the broader Russell 3000.
Bitcoin Miners Outpay Peers, Driven by Equity-Heavy Packages
The results were clear: Bitcoin miners’ pay is significantly higher than in comparable industries, driven by a greater reliance on equity. In some cases, this reliance is well-aligned with shareholder interests, but in many cases it appears excessive. In 2023, base salaries for miner NEOs averaged $474,000 , which is roughly in line with Energy at $505,000 , IT at $472,000 , and the broader market at $535,000 . However, equity and long-term awards made up 79 percent of total miner compensation that year, and that weighting increased to 89 percent in 2024 based on early proxy filings. While full peer data for 2024 is not yet available, the equity-heavy design continued to push total compensation significantly higher.
Miner NEOs earned an average of $6.6 million in total direct compensation in 2023. This far exceeded the averages for Energy at $3.0 million , the Russell 3000 at $3.1 million , and even the tech sector at $4.5 million . In 2024, that figure nearly doubled to $14.4 million for the Bitcoin miners. To be sure, equity compensation likely rose across many sectors amid a broader bull market, but miners appear to have outpaced even that elevated baseline.
Cash bonuses were elevated as well. In 2023, miner NEOs took home an average of $836,000 in bonuses, more than double the levels seen in IT and Energy. This suggests that even short-term incentives in the mining sector are generously structured compared to performance norms in adjacent industries.
Average NEO (Named Executive Officer) Compensation by Factor (2023-2024)
Equity and Long-Term Awards Drive Average NEO Compensation Higher in Bitcoin Mining Than Adjacent Industries
Sources: Gallagher, DEF14As (2023 & 2024) as of 6/10/2025. The mean compensation factors for NEOs for Bitcoin miners and their peers compared to the energy and IT industries and the Russell 3000.
*excluding CORZ, which was in Chapter 11 bankruptcy throughout 2023
Sources: Gallagher, DEF14As (2023 & 2024) as of 6/10/2025. The mean compensation factors for NEOs for Bitcoin miners and their peers compared to the energy and IT industries and the Russell 3000.
*excluding CORZ, which was in Chapter 11 bankruptcy throughout 2023
Equity Award Structure: Short-Term Bias Remains, but Performance Gating Expands
Patterns in our latest findings reinforce the concerns raised in our 2022 report: that miner executive pay practices remain aggressive, equity-heavy, and often weakly aligned with shareholder outcomes. The structure of these awards plays a key role, with most miners historically emphasizing short- to medium-term vesting schedules. While “as-achieved” performance grants remain uncommon, the trend is beginning to shift toward multi-year, performance-gated equity.
As of their 2025 DEF 14A filings, six of the eight miners in our sample (Riot, Core Scientific, Hut 8, Cipher Mining, TeraWulf, and Marathon) report expanded use of performance stock units (PSUs). These awards typically vest over multiple years based on share price targets or relative total shareholder return (TSR), often paired with continued service requirements.
Notably, Marathon transitioned fully to PSUs in 2025, while Cipher introduced a 50/50 mix of RSUs and PSUs. Core Scientific, following its reorganization, relaunched its long-term incentive program with PSU awards tied to cumulative stock performance. These changes mark a meaningful shift toward long-term alignment.
Still, gaps remain. CleanSpark is the only miner in our dataset that has not adopted PSUs. Bit Digital’s 2025 plan authorizes them, but there’s no evidence of issuance in its filings. Both firms emphasize performance in principle, but neither discloses milestone-based vesting or gating criteria, elements now widely viewed as baseline governance practice.
Taken together, the sector is showing early signs of reform. Most leading miners now incorporate multi-year vesting, relative benchmarks, and defined performance thresholds into their equity plans. While implementation varies, the departure from short-term-heavy designs is clear. As shareholder scrutiny builds, further improvements will likely be expected.
Value Delivered? Not Always
In 2024, NEO (Named Executive Officer) Compensation Equaled ~73% of RIOT's Market Cap Growth; WULF & CORZ, ~2%
For all the structural shifts underway, a central question remains: are these pay packages aligned with shareholder value creation?
Our analysis compared total NEO compensation to each company’s 2024 market-cap growth—a direct test of pay-for-performance alignment. The results were stark. While WULF and CORZ generated billions in new shareholder value, their NEOs took home just ~2% of that growth in compensation. By contrast, RIOT paid its NEOs $230 million , equivalent to 73% of its 2024 market-cap increase. MARA’s ratio came in at 18% .
These disparities echo concerns we first raised in our 2022 report, when RIOT’s shareholders rejected the company’s say-on-pay proposal after disclosing $21.9 million in CEO compensation. That same proxy also included a proposal to expand RIOT’s equity compensation plan by 10 million shares, fueling investor concern over dilution, weak performance thresholds, and short-vesting equity. While RIOT has since adopted relative TSR-based PSUs, total pay still routinely outpaces shareholder returns.
In 2024, NEO Compensation Equaled ~73% of RIOT's Market Cap Growth; WULF & CORZ, ~2%
* Using data from its opening day on Jan 24th, 2024, for the 2023 EOY Market Cap, due to prior Chapter 11 bankruptcy.
Source: FactSet, Company Filings as of 6/10/2025. Past performance is no guarantee of future results.
Equity Grants Remain Outsized, Even as Structures Evolve
| Company | CEO 2024 Equity Grant ($M) | Vesting Type | Vesting Detail | Special Equity Award? |
| RIOT | 79.3 | Performance-Gated | RSAs/PRSAs over 3 years . PRSAs tied to relative TSR vs index. | None |
| MARA | 40.1 | Time-Based | 3 years; 25% upfront, then linear quarterly vesting | None |
| CORZ | 39.5 | Performance-Gated | RSUs: 4 years; PSUs: 3 years , stock-price hurdles. | None |
| CIFR | 14.9 | Time-Based | 3 years; equal annual installments | None |
| HUT | 8.6 | Performance-Gated | 3-year cliff if 2-year price targets met. | None |
| CLSK | 5.0 | As-Achieved | Stock-price based. 3 years; 40% upfront, then linear quarterly vesting. | None |
| WULF | 4.4 | Performance-Gated | RSUs: 1 year (50%/50% over two six-month anniversaries); PSUs: 3 years , stock-price hurdles. | None |
| BTBT | 3.2 | Time-Based | 3 years (assumed; not disclosed) | None |
Source: Company Filings as of 6/10/2025. Past performance is no guarantee of future results.
While several miners have begun adopting longer vesting timelines and performance-linked awards, the absolute scale of 2024 equity grants remains a red flag. RIOT’s CEO received a $79.3 million equity award, the largest in the group, nearly double that of MARA and a multiple of its peers’ average.
None of the companies in our sample issued special, one-time equity awards in 2024, suggesting a welcome move toward more standardized and predictable incentive cycles. But the size of regular-cycle grants alone continues to raise questions. Even with relative TSR gating in place, RIOT’s equity package reinforces concerns first raised in 2022: that total compensation remains out of step with shareholder value creation.
Shareholder Pushback Intensifies
Bitcoin Miner Executive Comp Shareholder Proposals
| Company | Proposal # | Description | Status | Shareholder Meeting Date |
| CLSK | #2 - Say-on-Pay | Standard note to approve 2024 NEO comp. | ✅ 76% For | 3/3/2025 |
| WULF | #3 - Say-on-Pay | Standard note to approve 2024 NEO comp. | ✅ 99% For | 5/5/2025 |
| #4 - Omnibus Equity Compensation Plan | Increases 2021 Plan share authorization by 45M (~10.5% dilution) to 54.1M total. | ✅ 87% For | ||
| CORZ | #2 - Say-on-Pay | Standard note to approve 2024 NEO comp. | ❌ 62% Against | 5/12/2025 |
| #3 - Say-on-Frequency | Proposes say-on-pay every 1 year . | ✅ 1 Year (99%) | ||
| #7 - Omnibus Equity Compensation Plan | Seeks approval of 32.4M new shares (~9.8% dilution) under amended 2024 plan. CORZ projects 4 years of usage and cites prior 3-year average dilution below 1%. | ✅ 90% For | ||
| BTBT | #2 - Omnibus Equity Incentive Plan | Proposes adoption of new 2025 Omnibus Equity Incentive Plan authorizing 8M shares (~3.8% dilution) for future equity grants. | ✅ 98% For | 5/20/2025 |
| #4 - Say-on-Pay | Standard note to approve 2024 NEO comp. | ✅ 72% For | ||
| #5 - Say-on-Frequency | Proposes say-on-pay every 3 years . | ✅ 3 Years (65%) ❌ 1 Year (35%) | ||
| CIFR | #3 - Say-on-Pay | Standard note to approve 2024 NEO comp. | ✅ 72% For | 6/3/2025 |
| #4 - Say-on-Frequency | Proposes say-on-pay every 1 year . | ✅ 1 Year (96%) | ||
| RIOT | #3 - Say-on-Pay | Standard note to approve 2024 NEO comp. | ❌ 68% Against | 6/10/2025 |
| #4 - Say-on-Frequency | Proposes say-on-pay every 1 year . | ✅ 1 Year (95%) | ||
| HUT | #2 - Say-on-Pay | Standard note to approve 2024 NEO comp. | ✅ 99% For | 6/18/2025 |
| #3 - Say-on-Frequency | Proposes say-on-pay every 1 year . | ✅ 1 Year (91%) | ||
| #5 - Omnibus Equity Compensation Plan | Amends 2023 plan to double share reserve to 10.5M (5.25M shares = ~4.8% dilution ) and removes evergreen clause (annual 6.85% increases), reducing future dilution risk. | ✅ 94% For | ||
| MARA | #3 - Say-on-Pay | Standard note to approve 2024 NEO comp. | ❌ 78% Against | 6/26/2025 |
| #4 - Equity Plan Amendment | Amend 2018 Equity Incentive Plan to add 18M new shares (~4.9% dilution) , bringing total to 63M (from 45M). | ✅ 86% For |
Source: Company Filings as of 6/10/2025. Past performance is no guarantee of future results.
Shareholders are taking notice. In 2025, 3 of the 8 miners we analyzed (CORZ, RIOT, and MARA) faced striking rebukes on their executive pay proposals. Only 38% of CORZ investors approved its plan, followed by 32% for RIOT and just 22% for MARA.
As discussed earlier, these reactions appear grounded in substance. CORZ’s $62 million NEO pay package amounted to just 2.2% of the firm’s market-cap growth: high in absolute terms, but modest compared to MARA’s 18% and RIOT’s 73% . Timing may have been CORZ’s undoing: the awards were issued only months after the company emerged from Chapter 11. In RIOT’s case, shareholder rejection is more straightforward and consistent with concerns flagged in 2021 and 2022. MARA’s even steeper disapproval likely reflects frustration with its dilutive Bitcoin accumulation strategy and a perceived lack of progress toward AI and HPC opportunities.
Importantly, say-on-pay votes are advisory, but they send a clear message. Proxy advisors like ISS flag any proposal receiving less than 70% support as “low support,” while Glass Lewis applies an even stricter 80% threshold. Both expect boards -- especially compensation committees -- to respond and disclose corrective actions in the following year’s proxy. Votes under 50% , like those seen at CORZ, RIOT, and MARA, warrant what ISS calls “the highest degree of responsiveness.”
Viewed through that lens, the Bitcoin mining sector stands out. Only two of the eight companies we assessed surpassed both the 70% and 80% thresholds in 2025, a 75% failure rate . By comparison, just 4.3% of Russell 3000 and 4.1% of S&P 500 companies fell below 70% in 2023, with even lower failure rates so far in 2024.
Governance Reforms are Gaining Traction
In response to growing scrutiny, several miners are adjusting how they engage shareholders on compensation. The most notable change is the adoption of “say-on-frequency” proposals, which determine how often investors vote on executive pay. In a sector known for rapid equity issuance and inconsistent performance alignment, annual votes provide a much-needed mechanism for accountability.
Most miners in our analysis now support annual say-on-pay votes. CORZ, CIFR, RIOT, and HUT all received strong approval for this approach, with support ranging from 91% to 99% . BTBT was the only outlier, proposing to maintain a triennial vote. That proposal received just 65% support, signaling that investors prefer more frequent oversight.
Several companies also sought approval to expand their equity or incentive plans. WULF and CORZ each proposed authorizing new grants equal to roughly 10% of shares outstanding . BTBT, HUT, and MARA requested approvals in the range of 4% to 5% . While all five proposals passed with solid majorities above 86% , the broader context is important. Two of these companies, CORZ and MARA, failed their say-on-pay votes outright, and one—BTBT—narrowly avoided the same outcome.
This gap underscores a central concern. While shareholders may approve equity plans on procedural grounds, particularly when they apply company-wide, they remain deeply skeptical about how executive awards are structured and justified. As the sector evolves, we expect investor attention to shift toward award design, dilution levels, and the degree to which pay reflects long-term value creation.
How Miners Can Rebuild Alignment
As Bitcoin miners mature into large-scale infrastructure operators, their executive compensation programs must evolve as well. Recent proxy votes make clear that investors are no longer comfortable with oversized equity awards that lack meaningful ties to performance.
Boards and compensation committees should focus on three priorities:
1. Incentivize cost-efficiency
Bonuses and equity grants should be tied to cost-per-coin-mined. This metric captures the key drivers of profitability, including power pricing, fleet optimization, and SG&A control. It encourages operational discipline and better protects margins during Bitcoin price cycles.
2. Reinforce capital discipline
Boards should incorporate measures like return on invested capital or capex efficiency into long-term incentive frameworks. These metrics help align compensation with how effectively management deploys shareholder capital, especially when growth depends on continued equity issuance.
3. Strengthen performance gating on equity awards
Equity should vest over multiple years and include performance thresholds, not just service requirements. Relative total shareholder return remains a viable benchmark, but awards should include caps and minimums to ensure they reflect company-specific execution rather than general market trends.
These changes won’t eliminate scrutiny, but they would move miner compensation closer to governance best practice and restore credibility to pay programs that have drawn justified criticism. Focusing on execution, efficiency, and capital discipline would send a clearer signal that boards are committed to long-term alignment.
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