Bitcoin Miner Pay Packages Face Growing Shareholder Pushback
This year’s proxy season revealed something interesting—and maybe a little surprising. Shareholders at major U.S. Bitcoin mining companies gave executive pay packages an average approval rating of just 64%. That’s a far cry from the over 90% support typical across S&P 500 firms, according to a July 10 report from investment firm VanEck.
The numbers suggest investors aren’t thrilled with how these companies are handling compensation. VanEck looked at filings from eight publicly traded miners and found that average pay for top executives jumped from $6.6 million in 2023 to $14.4 million in 2024 proposals. Most of that came from stock awards and long-term incentives, making up 89% of total pay this year. For context, the broader energy sector averages about 63% in equity-based compensation.
Base salaries stayed in line with industry norms—around $474,000—but the real story is in the equity grants. Riot Platforms’ CEO, for instance, landed a $79.3 million stock award for 2024. That’s nearly double Marathon’s $40.1 million grant and way above what most peers are getting. Even Core Scientific, fresh out of bankruptcy, handed its CEO $39.5 million in stock as part of his pay package.
Say-on-Pay Votes Tell the Real Story
Shareholders aren’t just grumbling—they’re voting no. Core Scientific, Riot, and Marathon all failed their advisory votes on executive pay, scraping by with approval rates of just 38%, 32%, and 22%, respectively. Across the industry, six out of eight companies fell below the 70% support threshold that proxy advisors like ISS consider a red flag.
Investors are also keeping a close eye on dilution. Some miners, like Terawulf and Core Scientific, got approval to issue new shares equal to about 10% of their outstanding stock. Others, including Bit Digital and Hut 8, pushed through smaller increases. Analysts warn that these moves could hurt regular shareholders if too many awards vest too quickly.
Are Performance Ties the Answer?
There are signs of change, though. Six of the eight miners now use performance-based stock units (PSUs), up from just two in 2022. These awards only vest if the company hits certain share price or return targets over multiple years. But not everyone’s on board—CleanSpark still doesn’t use PSUs, and Bit Digital has the option but hasn’t issued any.
Even so, VanEck points out that most plans still rely on short vesting periods—two to three years—which might not do enough to align execs with long-term growth. The numbers back that up: Riot’s top execs got $230 million in pay last year, equal to a staggering 73% of the company’s market cap increase. Marathon and Core Scientific fared better, with ratios of 18% and 2%, respectively.
So what’s the fix? VanEck suggests tying bonuses to mining efficiency, linking long-term pay to capital returns instead of stock price alone, and stretching out vesting schedules. Whether miners take that advice—or keep pushing generous pay deals—might decide how patient shareholders stay.
