Companies Soluna Holdings, Inc
Soluna (SLNH): executive pay, fiscal 2025
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CEO pay, last three years
- $441,808FY2023
- $2,182,044FY2024
- $6,007,746FY2025
CEO total pay was $6,007,746 in fiscal 2025, up from $2,182,044 in fiscal 2024.
FY2025: salary $463,050 · bonus $471,742 · stock awards $5,058,182 · option awards $0
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Michael Toporek | $315,000 | $0 | $12,186,164 | $0 | $0 | $0 | $12,600 | $12,513,764 |
| Executive Chairman of the Board (7) | ||||||||
| John Belizaire | 463,050 | 471,742 | 5,058,182 | 0 | 0 | 0 | 14,772 | 6,007,746 |
| Chief Executive Officer | ||||||||
| David Michaels | 280,745 | 0 | 1,416,151 | 0 | 0 | 0 | 0 | 1,696,896 |
| Chief Financial Officer (3) | ||||||||
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.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Michael Toporek | $12,513,764 | $7,054,885 | $341,058 | ↑ +5,458,879 |
| John Belizaire | 6,007,746 | 2,182,044 | 441,808 | ↑ +3,825,702 |
| David Michaels | 1,696,896 | — | 221,992 | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The primary objectives of our compensation policies are to attract, retain, motivate, develop, and reward our management team for executing our strategic business plan, thereby enhancing stockholder value, while recognizing and rewarding individual and Company performance. The program ties a substantial portion of executives' overall compensation to key strategic, financial, and operational goals and uses stock-based long-term incentives to align management with stockholder returns.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | — |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Michael Toporek | RSA | 2025-06-01 | — | — | 744,454 | — | — |
| John Belizaire | RSA | 2024-06-01 | — | — | 21,361 | — | — |
| John Belizaire | RSA | 2024-04-15 | — | — | 141,176 | — | — |
| John Belizaire | RSA | 2025-06-01 | — | — | 309,004 | — | — |
| John Belizaire | RSA | 2024-12-01 | — | — | 153,745 | — | — |
| John Belizaire | RSA | 2025-12-01 | — | — | 2,861,788 | — | — |
| John Belizaire | RSA | 2025-09-01 | — | — | 416,394 | — | — |
| John Belizaire | RSA | 2024-09-01 | — | — | 170,800 | — | — |
| David Michaels | RSA | 2025-12-01 | — | — | 801,222 | — | — |
| David Michaels | RSA | 2025-06-01 | — | — | 86,512 | — | — |
| David Michaels | RSA | 2025-09-01 | — | — | 116,579 | — | — |
| Michael Toporek | RSA | 2024-12-01 | — | — | 370,402 | — | — |
| Michael Toporek | RSA | 2025-09-01 | — | — | 1,003,716 | — | — |
| Michael Toporek | RSA | 2024-09-01 | — | — | 439,706 | — | — |
| Michael Toporek | RSA | 2024-04-15 | — | — | 317,647 | — | — |
| Michael Toporek | RSA | 2025-12-01 | — | — | 6,894,614 | — | — |
| Michael Toporek | RSA | 2024-06-01 | — | — | 51,464 | — | — |
Vehicle mix — grant-date fair value by award type
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| David Michaels | PSU | 1,193,512 | — | $1,835,059 |
| John Belizaire | PSU | 3,887,707 | — | 4,830,137 |
| Michael Toporek | PSU | 11,066,432 | — | 23,256,069 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| William P. PhelanIndependent · Lead Independent Director · Audit · Nominating and Corporate Governance (Chair) · Executive (Chair) | $60,000 | $1,622,436 | $0 | — | — | $1,682,436 |
| Thomas J. MarusakIndependent · Audit (Chair) · Nominating and Corporate Governance · Not standing for re-election | 35,000 | 1,416,152 | 0 | — | — | 1,451,152 |
| John BottomleyIndependent · Audit · Compensation · Executive | 35,000 | 1,210,862 | 0 | — | — | 1,245,862 |
| Matthew E. LipmanNot independent · Executive | 35,000 | 1,210,862 | 0 | — | — | 1,245,862 |
| William HazelipIndependent · Compensation · Nominating and Corporate Governance | 20,000 | 1,210,862 | 0 | — | — | 1,230,862 |
| Edward R. HirshfieldIndependent · Audit | 20,000 | 1,210,862 | 0 | — | — | 1,230,862 |
| Agnieszka BudzynIndependent · Audit (Chair) · Partial-year service | 7,500 | 1,149,650 | 0 | — | — | 1,157,150 |
Board fee structure and ownership guideline
| Annual cash retainer | $20,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 15,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $212,500 |
| Equity awards (grant-date value) | $9,031,686 |
| All other compensation | $0 |
| Total cost of the board | $9,244,186 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Soluna as a peer
Companies that benchmark against SLNH
No companies currently name SLNH as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
Chief executive pay against the peer group
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 | Soluna Holdings, Inc | 2025 | John Belizaire | $463,050 | $5,058,182 | $0 | $0 | $6,007,746 |
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.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-10-16 | 80,736,111 | 14,262,456 | 373,029 | 84.99% | Passed |
| 2023 | 2023-06-29 | 10,746,978 | 1,077,920 | 545,879 | 90.88% | Passed |
| 2021 | 2021-06-09 | 5,383,280 | 148,385 | 6,744 | 97.32% | Passed |
| 2018 | 2018-06-06 | 4,697,367 | 492,100 | 292,558 | 90.52% | Passed |
| 2017 | 2017-06-07 | 4,841,856 | 206,098 | 18,819 | 95.92% | Passed |
| 2016 | 2016-06-08 | 863,251 | 221,407 | 43,834 | 79.59% | 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.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-10-16 | 84.99%a |
| 2023 | 2023-06-29 | 90.88%b |
| 2021 | 2021-06-09 | 97.32%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. 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.
CEO pay ratio
| Ratio (CEO : median employee) | 5 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (34 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Michael Toporek. DEF 14A, filed 2026-08-24. Section “Summary Compensation Table” · page 17. As printed: 12,513,764. View filing ↗
- Section 01, John Belizaire. DEF 14A, filed 2026-08-24. Section “Summary Compensation Table” · page 17. As printed: 6,007,746. View filing ↗
- Section 01, David Michaels. DEF 14A, filed 2026-08-24. Section “Summary Compensation Table” · page 17. As printed: 1,696,896. View filing ↗
- Section 03, Michael Toporek RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Belizaire RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Belizaire RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Belizaire RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Belizaire RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Belizaire RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Belizaire RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Belizaire RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, David Michaels RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, David Michaels RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, David Michaels RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Toporek RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Toporek RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Toporek RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Toporek RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Toporek RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Toporek RSA. DEF 14A, filed 2026-08-24. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2025-07-21. Section “CEO Pay Ratio”. As printed: 5 : 1. View filing ↗
- Section 08, William P. Phelan. DEF 14A, filed 2026-08-24. Section “Director Compensation”. As printed: 1,682,436. View filing ↗
- Section 08, Thomas J. Marusak. DEF 14A, filed 2026-08-24. Section “Director Compensation”. As printed: 1,451,152. View filing ↗
- Section 08, John Bottomley. DEF 14A, filed 2026-08-24. Section “Director Compensation”. As printed: 1,245,862. View filing ↗
- Section 08, Matthew E. Lipman. DEF 14A, filed 2026-08-24. Section “Director Compensation”. As printed: 1,245,862. View filing ↗
- Section 08, William Hazelip. DEF 14A, filed 2026-08-24. Section “Director Compensation”. As printed: 1,230,862. View filing ↗
- Section 08, Edward R. Hirshfield. DEF 14A, filed 2026-08-24. Section “Director Compensation”. As printed: 1,230,862. View filing ↗
- Section 08, Agnieszka Budzyn. DEF 14A, filed 2026-08-24. Section “Director Compensation”. As printed: 1,157,150. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-10-19. Item 5.07 · say-on-pay result. As reported: 84.99% (votes for as printed: 80,736,111). View filing ↗
- Section 06, 2023 vote. Form 8-K, filed 2023-07-05. Item 5.07 · say-on-pay result. As reported: 90.88% (votes for as printed: 10,746,978). View filing ↗
- Section 06, 2021 vote. Form 8-K, filed 2021-06-10. Item 5.07 · say-on-pay result. As reported: 97.32% (votes for as printed: 5,383,280). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 212,500 + equity 9,031,686 + all other 0 = 9,244,186, summed across the director compensation table rows.
- Soluna Holdings, Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-08-24. CEO total compensation as printed in Soluna Holdings, Inc's own proxy. As printed: 6,007,746. View filing ↗