Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jonathan Bates | $300,000 | $935,000 | $367,740 | — | — | — | — | $1,602,740 |
| Former Chief Executive Officer | ||||||||
| Raymond Mow | 120,000 | 425,000 | — | — | — | — | — | 1,011,273 |
| Chief Financial Officer | ||||||||
| Erik Nelson | 120,000 | 170,000 | — | — | — | — | — | 756,273 |
| President | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Jonathan Bates | $1,602,740 | $622,120 | — | +980,620 |
| Raymond Mow | 1,011,273 | 1,011,273 | — | +0 |
| Erik Nelson | 756,273 | 756,273 | — | +0 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
The Board believes in providing a competitive total compensation package to executives through a combination of base salary, annual performance bonuses, and long-term equity awards, designed to attract, retain, and reward qualified executives while aligning their interests with corporate performance and stockholder interests.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-01-15 | 140,246,624 | 39,301,665 | 5,590,890 | 78.11% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-01-15 | 78.11%a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Lori LoveIndependent · Audit (Chair) | — | $256,650 | — | — | — | $256,650 |
| Michael MaloneyIndependent · Audit · Investment | — | 230,250 | — | — | — | 230,250 |
| Chi TsangEmployee director · Newly elected | — | — | — | — | — | 0 |
| Robert SechanIndependent · Nominating and Corporate Governance · Compensation · Investment · Newly elected | — | — | — | — | — | — |
| Thomas LeeIndependent · Board Chair · Newly elected | — | — | — | — | — | — |
| Jason EdgeworthIndependent · Compensation · Investment (Chair) · Newly elected | — | — | — | — | — | — |
| David SharbuttIndependent · Audit · Nominating and Corporate Governance (Chair) · Newly elected | — | — | — | — | — | — |
| Olivia HoweIndependent · Nominating and Corporate Governance · Compensation (Chair) · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | $180,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 45,000 / 45,000 / 45,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $0 |
| Equity awards (grant-date value) | $486,900 |
| All other compensation | $0 |
| Total cost of the board | $486,900 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Bitmine Immersion Technologies | 2025 | Jonathan Bates | $300,000 | $367,740 | — | — | $1,602,740 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jonathan Bates | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Summary Compensation Table” · page 22. As printed: 1,602,740. Filing ↗ |
| 2 | Section 01, Raymond Mow | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Summary Compensation Table” · page 22. As printed: 1,011,273. Filing ↗ |
| 3 | Section 01, Erik Nelson | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Summary Compensation Table” · page 22. As printed: 756,273. Filing ↗ |
| 4 | Section 08, Lori Love | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Director Compensation”. As printed: 256,650. Filing ↗machine: span 368268–368275 |
| 5 | Section 08, Michael Maloney | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Director Compensation”. As printed: 230,250. Filing ↗machine: span 367580–367587 |
| 6 | Section 08, Chi Tsang | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 7 | Section 08, Robert Sechan | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 8 | Section 08, Thomas Lee | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 9 | Section 08, Jason Edgeworth | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 10 | Section 08, David Sharbutt | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 11 | Section 08, Olivia Howe | DEF 14A | 2025-12-09 | 0001493152-25-026868 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-01-20 | 0001493152-26-002762 | Item 5.07 · say-on-pay result. As reported: 78.11% (votes for as printed: 140,246,624). Filing ↗ |
| 13 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 14 | Section 09b board cost (computed) | Computed | — | computed | Cash 0 + equity 486,900 + all other 0 = 486,900, summed across the director compensation table rows.machine: formula: Σ = 486,900 |
| 15 | Bitmine Immersion Technologies (subject), Section 10b CEO total | DEF 14A | 2025-12-09 | 0001493152-25-026868 | CEO total compensation as printed in Bitmine Immersion Technologies's own proxy. As printed: 1,602,740. Filing ↗ |