Shareholders have fallen far below the approval norm of over 90% across the S&P 500 this year’s proxy season for the executive pay package, which leads US Bitcoin (BTC) miners. According to Go to Vanek Research Notes on July 10th.
Vaneck reviewed filings from eight listed miners and found that the average nominated Bureau of Enforcement (NEO) compensation rose from $6.6 million in 2023 to $14.4 million in the 2024 draft proxy.
Equity and other long-term products accounted for 79% of total wages in 2023 and 89% in 2024, well above the Russell 3000’s 63% weighted in the energy sector.
The base salary was around $474,000, but stock grants rose significantly.
The CEO of Riot Platforms secured $79.3 million in 2024 shares, nearly double the marathon’s $40.1 million grant, and multiple times the peer average. meanwhile, Core Scientific (Corz), which had emerged from bankruptcy, issued $39.5 million in shares to its CEO as part of its compensation.
Say-on-Pay votes show mounting resistance
Corz, Riot, and Marathon (Mara) failed the 2025 advice slip on compensation, earning approval rates of 38%, 32% and 22%, respectively.
Industry-wide, six out of eight companies missed the 70% support threshold, and proxy advisors flagged it as “low support,” with a 75% failure rate versus about 4% of the Russell 3000.
Investors also looked into the dilution. The expansion of the equity plan was approved for expansion equal to about 10% of outstanding shares, with Terawulf and Corz, while smaller increases were approved for Bit Digital, Hut 8 and Mara. Analysts warned that generous stocks will reserve to amplify insider dilutions when they win awards on short timelines.
A gradual shift to performance gating
Currently, six of the eight miners use performance stock units (PSUs) that grant rights to multi-year stock prices or total shareholder return targets, up from two in 2022. However, CleanSpark does not yet employ a PSU.
Vaneck said most plans still rely on the best vision of two to three years and “achieved” equity, leaving an alignment gap with long-term value creation.
Comparing NEO wages and market capitalization profits in 2024 shows a severe diversification. Riot’s $230 million total NEO coverage amounts to 73% of the market cap increase, with 18% marathon ratios and 2% Core Scientific ratios reflecting better alignment.
Vanek concluded that Board can ease the pushback by linking the bonus to a single cost. Implement operational discipline, link long-term equity to capital return metrics instead of absolute stock targets, extend schedules and expand awards to curb awards.