Shareholders push back against high pay for public Bitcoin miner execs after record equity grants

Shareholders trimmed support for executive pay packages at leading US Bitcoin (BTC) miners to an average of 64% in this year’s proxy season, far below the over 90% approval norm across the S&P 500, according to a July 10 VanEck research note.

VanEck reviewed filings from eight listed miners and found average named-executive-officer (NEO) compensation climbed from $6.6 million in 2023 to $14.4 million in draft 2024 proxies.

Equity and other long-term instruments accounted for 79% of total pay in 2023 and 89% in 2024, well above the Russell 3000’s 63% and the energy sector’s 63% weighting.

Base salaries remained near industry norms at roughly $474,000, but equity grants increased significantly.

Riot Platforms’ CEO secured a $79.3 million 2024 stock award, nearly double Marathon’s $40.1 million grant and multiple times the peer averages. Meanwhile, Core Scientific (CORZ), which was emerging from bankruptcy, issued its CEO $39.5 million in stock as part of remuneration.

Say-on-pay votes show mounting resistance

CORZ, Riot, and Marathon (MARA) failed their 2025 advisory votes on compensation, garnering approval rates of only 38%, 32%, and 22%, respectively.

Industry-wide, six in eight companies missed the 70% support threshold that proxy adviser ISS flags as “low support,” a failure rate of 75% versus about 4% for the Russell 3000.

Investors also scrutinised dilution. Equity plan expansions equal to roughly 10% of the shares outstanding were approved at Terawulf and CORZ, while smaller increases were approved at Bit Digital, Hut 8, and MARA. Analysts warned that generous share reserves amplify insider dilution when awards vest on short timelines.

Gradual shift toward performance gating

Six of the eight miners now use performance stock units (PSUs) that vest on multi-year share price or total shareholder return targets, up from two in 2022. However, CleanSpark has yet to adopt PSUs, and Bit Digital has authorization but no issuance.

VanEck noted that most plans still rely on two to three-year vesting horizons and “as-achieved” equity, leaving alignment gaps with long-term value creation.

Comparing 2024 NEO pay with market cap gains shows stark dispersion: Riot’s $230 million aggregate NEO compensation equalled 73% of its market-cap increase, while Marathon’s 18% ratio and Core Scientific’s 2% ratio reflected better alignment.

VanEck concluded that boards can temper push-back by tying bonuses to cost-per-coin-mined to enforce operating discipline, linking long-term equity to return-on-capital metrics instead of absolute share-price targets, and extending vesting schedules and capping awards to curb dilution.

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