​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ⌧

Filed by a Party other than the Registrant ◻

Check the appropriate box:

Hut 8 Corp.

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

​

​

​

​

​

2025

Notice of Annual Meeting of Stockholders

and Proxy Statement

​

​

​

​

​

A MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

​

​

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

​

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 18, 2025.

Our Proxy Statement and Annual Report are available at www.hut8.com/investors and www.proxyvote.com.

​

TABLE OF CONTENTS

​

Although we refer to our website in this proxy statement, the contents of our website are not included or incorporated by reference into this proxy statement. All references to our website in this proxy statement are intended to be inactive textual references only.

​

​

PROXY STATEMENT fOR THE 2025

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 18, 2025 at 10:00 a.m. (Eastern Time)

GENERAL INFORMATION

We are providing this proxy statement to you in connection with the solicitation of proxies by our board of directors for our 2025 Annual Meeting of Stockholders to be held on June 18, 2025, at 10:00 a.m. (Eastern Time) at www.virtualshareholdermeeting.com/HUT2025, and any adjournment or postponement of that meeting (the “Annual Meeting”). As a stockholder, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the proposals described in this proxy statement. On or about April 30, 2025, we mailed our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

Hut 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases such as Bitcoin mining and high-performance computing. We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow.

On February 6, 2023, U.S. Data Mining Group, Inc., a Nevada corporation doing business as “US BITCOIN” (“USBTC”), Hut 8 Mining Corp., a corporation existing under the laws of British Columbia (“Legacy Hut”), and Hut 8 Corp., a newly-formed Delaware corporation, entered into a business combination agreement pursuant to which, among other things, Legacy Hut and its direct wholly-owned subsidiary, Hut 8 Holdings Inc., a corporation existing under the laws of British Columbia, amalgamated to continue as one British Columbia corporation (“Hut Amalco”) and both Hut Amalco and USBTC became wholly-owned subsidiaries of Hut 8 Corp. (the “Business Combination”). On November 30, 2023, the Business Combination was completed and Hut 8 Corp. began trading on the Nasdaq Stock Exchange LLC (“Nasdaq”) on December 4, 2023.

As used in our proxy materials, unless otherwise noted or the context otherwise requires:

Our common stock trades on Nasdaq and the Toronto Stock Exchange (“TSX”) under the symbol “HUT.”

Answers to Common Stockholder Questions

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders online at www.proxyvote.com, rather than mailing printed copies of our proxy materials. We believe that this process expedites stockholders’ receipt of these materials, lowers the costs of our Annual Meeting and helps to conserve natural resources. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive printed copies of the proxy materials unless you request them. Instead, the notice will contain instructions on how to access and review the proxy materials online, including this proxy statement and our Annual Report, as well as the proxy card to vote online. If you would like printed copies of the proxy materials, please follow the instructions on the notice.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock as of the close of business on April 23, 2025 (the “Record Date”) are entitled to receive notice and to vote their shares at the Annual Meeting. As of the close of business on the Record Date, there were 104,166,843 shares of common stock outstanding. Holders of our common stock are entitled to one vote for each share.

You may vote all of the shares owned by you as of the close of business on the Record Date. These shares include shares that are (i) held of record directly in your name and (ii) held for you as the beneficial owner through a broker, bank, or other nominee. There are distinctions between being a stockholder of record and a beneficial owner, as described below.

What is the difference between a stockholder of record and a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting, by telephone, over the Internet, or by filling out and returning your proxy card.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are a beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by your broker or other nominee who is considered, with respect to those shares, the stockholder of record. As a beneficial owner, you have the right to direct your broker or other nominee on how to vote the shares you hold in your account, and you may vote your shares online at the Annual Meeting only by following the instructions from your broker or other nominee.

What items will be voted on at the Annual Meeting?

There are five proposals to be voted on at the Annual Meeting:

Our amended and restated bylaws (the “bylaws”) require that we receive advance notice of any proposals to be brought before the Annual Meeting by our stockholders. We have not received any such proposals. We do not anticipate any other matters will come before the Annual Meeting. If any other matter properly comes before the Annual Meeting, the proxy holders appointed by our board of directors will have discretion to vote on those matters.

What vote is required for each proposal?

The election of directors; vote, on an advisory basis, on the approval of the compensation of our named executive officers; vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers; ratification of our independent registered public accounting firm; approval of an amendment to the Hut 8 Corp. 2023 Omnibus Incentive Plan; and any other proposal that may come before the Annual Meeting will be determined by the vote of the holders of a majority of the votes cast.

What do I need to do if I want to attend the meeting?

You may attend the Annual Meeting, as well as vote during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/HUT2025. You will need your 16-digit control number, which appears in the notice, the proxy card, or voting instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible so that you can be provided with a control number and gain access to the Annual Meeting.

What constitutes a quorum at the Annual Meeting?

The presence, in person or represented by proxy, of holders of at least 33.3% of the voting power of the outstanding shares of stock of the Company entitled to vote at the meeting constitutes a quorum. A quorum is required in order to hold and conduct business at the Annual Meeting.

If you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” unless you provide voting instructions to your broker, bank, or other nominee, your shares will not be voted on the election of directors. Your broker, bank, trust, or other nominee is entitled to submit a proxy covering your shares as to certain “routine” matters, even if you have not instructed your broker, bank, or other nominee on how to vote on those matters; the only “routine” matter for vote at the Annual Meeting is the ratification of our independent registered public accounting firm.

How do I vote?

If you hold your shares through a brokerage firm, bank, broker-dealer, or other similar organization, please follow their instructions.

If you are a stockholder of record, you can vote through the following methods:

How are abstentions and broker non-votes counted?

Abstentions and broker non-votes are counted for the purpose of establishing the presence of a quorum but are not counted as votes cast. If you hold your shares in street name and you do not vote, the broker or other organization holding your shares can vote on certain “routine” proposals but cannot vote on other proposals. The election of directors; vote, on an advisory basis, on the approval of the compensation of our named executive officers; vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers; and approval of an amendment to the Hut 8 Corp. 2023 Omnibus Incentive Plan are not considered “routine” proposals. If you hold shares in street name and do not vote on these proposals, your uninstructed shares will be counted as “broker non-votes.” The ratification of our independent registered public accounting firm is a “routine” proposal, and therefore, brokers have discretion to vote uninstructed shares on this proposal.

​

What if I do not specify how I want my shares voted?

If you are the stockholder of record of your shares and submit your proxy without specifying how your shares are to be voted, your shares will be voted as follows:

​

In addition, the proxy holders named in the proxy are authorized to vote in their discretion on any other matters that may properly come before the Annual Meeting and at any postponement or adjournment thereof. The board of directors is not aware of any other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement.

Can I change my vote after submitting a proxy?

Stockholders of record may revoke or change their proxy before the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Corporate Secretary, Hut 8 Corp., at our principal executive offices at 1101 Brickell Avenue, Suite 1500, Miami, FL 33131, (ii) signing and delivering a proxy bearing a later date, (iii) voting again via the Internet or by telephone, or (iv) attending and voting in person at the virtual Annual Meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy absent specific action on your part.

Street name stockholders who wish to change their votes should contact the organization that holds their shares.

Who is paying for this proxy solicitation?

We are paying the costs of the solicitation of proxies. Members of our board of directors and officers and employees may solicit proxies by mail, telephone, fax, email, or in person. We will not pay directors, officers, or employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks, or similar entities representing street name holders for their expenses in forwarding proxy materials to their customers who are street name holders and obtaining their voting instructions.

We have retained Okapi Partners as our strategic shareholder advisor and proxy solicitation agent and will pay fees of $35,000 plus a per call fee to Okapi Partners for proxy solicitation services in addition to certain out-of-pocket expenses.

Where can I find voting results?

We will file a Current Report on Form 8-K with the SEC announcing the final voting results of the Annual Meeting within four business days of the Annual Meeting.

​

I share an address with another stockholder. Why did we receive only one set of proxy materials?

Some banks, brokers, and nominees may be participating in the practice of “householding” proxy materials. This means that only one copy of our proxy materials may be sent to multiple stockholders in your household. If you hold your shares in street name and want to receive separate copies of the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact the bank, broker, or other nominee who holds your shares.

Upon written or oral request, we will promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the proxy materials, you can contact our Investor Relations department at ir@hut8.com or at our principal executive offices at 1101 Brickell Avenue, Suite 1500, Miami, FL 33131.

Is a list of stockholders available?

The names of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders at least 10 days prior to our Annual Meeting at our principal executive offices at 1101 Brickell Avenue, Suite 1500, Miami, FL 33131 during normal business hours. If you would like to view the stockholder list, please contact our Investor Relations department at ir@hut8.com to schedule an appointment.

Who should I contact if I have additional questions?

If you have any questions about the Annual Meeting or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Okapi Partners, at 1-844-202-7428 toll free or by email at info@okapipartners.com.

You can also contact our Investor Relations department at ir@hut8.com or at our principal executive offices at 1101 Brickell Avenue, Suite 1500, Miami, FL 33131. Stockholders who hold their shares in street name should contact the organization that holds their shares for additional information on how to vote.

​

​

PROPOSAL 1: ELECTION OF DIRECTORS

​

​

​

​

CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors, including their ages as of the date hereof.

​

​

Executive Officers

​

​

​

​

Non-EMPLOYEE Directors

​

​

​

​

​

​

Board Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has, in accordance with the Nasdaq listing rules, determined:

​

Under the Nasdaq listing rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. Messrs. Genoot and Ho are not considered independent by virtue of their positions as executive officers.

In making these determinations, our board of directors reviewed and discussed information provided by the directors and us regarding each director’s relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each director, and certain transactions involving such directors and their affiliates, on the one hand, and the Company, on the other hand. In addition to determining whether each director satisfies the director independence requirements set forth in the Nasdaq listing rules, in the case of members of the audit committee and compensation and talent development committee, our board of directors also made an affirmative determination that independent members of such committees also satisfy heightened independence standards under SEC, Nasdaq, and TSX rules for audit committee members and compensation and talent development committee members.

Board Leadership Structure

Under our Corporate Governance Principles and Guidelines, the board of directors will fill the positions of the chairperson of the board of directors (“Chair”) and the chief executive officer (the “CEO”) based upon its view of what is in the best interests of the company in light of the our circumstances at the time. These guidelines do not require the separation of the offices of the Chair and the CEO. Mr. Tai currently serves as the Chair and Mr. Genoot currently serves as the CEO. The board of directors believes that the separation of the role of Chair and CEO is an appropriate, effective, and efficient leadership structure at this time. The board of directors periodically reviews its leadership structure and may make changes in the future.

Communication with the Board of Directors

Any stockholder or other interested parties who would like to communicate with the board of directors, the independent directors as a group, or any specific member or members of the board of directors should send such communications to the attention of the Corporate Secretary, Hut 8 Corp., at our principal executive offices at 1101 Brickell Avenue, Suite 1500, Miami, FL 33131. Communications should contain instructions on which member or members of the board of directors the communication is intended for. Such communications will generally be forwarded to the intended recipients. However, our Corporate Secretary may, in his or her sole discretion, decline to forward any communications that are inappropriate.

Board Role in Risk Oversight

We are exposed to a number of risks, and we regularly identify and evaluate these risks and our risk management strategy. Management is principally responsible for identifying, evaluating, and managing the risks on a day-to-day basis, under the oversight of the board of directors and the audit committee. Our audit committee is responsible for overseeing our enterprise risk management processes, including our guidelines and policies governing the process of risk assessment and risk management, which includes cybersecurity, as well as assessing our major financial risk exposures and the steps taken by management to monitor and control such exposures. Our compensation and talent development committee reviews our compensation-related risks, including assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and governance committee reviews governance-related risks, including assessing the effectiveness of our Code of Business Conduct and Ethics, our Corporate Governance Principles and Guidelines, and our Board Mandate. In addition, our board of directors is presented with information at its regularly scheduled and special meetings regarding risks facing our Company, and management provides more frequent, informal communications to our board of directors between regularly scheduled meetings, which are designed to give the board of directors regular updates about our business. Our board of directors considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk.

​

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administrative functions. Our board of directors has established an audit committee, a compensation and talent development committee, and a nominating and governance committee, each of which has the composition and the responsibilities described below. Our board of directors may from time to time establish other committees.

​

​

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation and talent development committee.

Compensation Risk Assessment

The compensation and talent development committee reviewed our compensation programs and plans for both executive officers and other employees in 2025 to assess whether those programs and plans create incentives for risk-taking behavior that could damage us and our stockholders. In conducting the assessment, the compensation and talent development committee considered various factors, including the design, size, and scope of our compensation programs and features that mitigate against potential risks, such as payout caps, equity award clawbacks, the quality and mix of performance-based and “at risk” compensation, and various policies such as trading, benefits, and governance. Following this assessment, the compensation and talent development committee concluded that the risks arising from our compensation programs and plans for executive officers and other employees are not reasonably likely to have a material adverse effect on our Company.

​

Director Nomination Process

The nominating and governance committee is required under its charter to review the characteristics, qualities, skills, and experience which form the criteria for candidates to be considered for nomination to our board of directors. The objective of this review is to maintain the composition of our board of directors in a way that provides, in the judgment of the board of directors, the best mix of skills and experience to provide for the overall stewardship of the Company. All directors are required to possess fundamental qualities of intelligence, honesty, integrity, ethical behavior, fairness, and responsibility, and be committed to representing the long-term interests of the stockholder. They must also have a genuine interest in the Company and be able to devote sufficient time to discharge their duties and responsibilities effectively. The nominating and governance committee evaluates candidates recommended by stockholders according to the same criteria as other candidates for the board of directors.

The nominating and governance committee believes that having a board of directors with a broad range of skills and experiences can offer a breadth and depth of perspectives that enhance the board of directors’ performance. The nominating and governance committee values a range of abilities, experiences, perspectives, and educational backgrounds. Recommendations concerning director nominees are based on merit and past performance as well as expected contribution to the board of directors’ performance and knowledge of the industries and sectors in which we operate. The nominating and governance committee is mandated to identify qualified candidates for nomination as directors and to make recommendations to the board of directors. When identifying candidates to nominate for election to the board of directors, the primary objectives of the nominating and governance committee are to ensure consideration of individuals who are highly qualified, based on their talents, experience, functional expertise, and personal skills and character, having regard to our current and future plans and objectives, as well as anticipated industry and market developments. Additionally, in evaluating and identifying potential nominees, the nominating and governance committee evaluates skills that may complement those already serving, or provide additional expertise not already present on our board of directors.

Board and Committee Meetings

Our board of directors meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring their approval. It also holds special meetings when important matters require action between scheduled meetings. Our board of directors held 13 meetings in 2024. The board of directors has three standing committees:

Each of the incumbent directors attended 75% or more of the aggregate number of meetings of the board of directors and all committees of the board of directors on which he or she served during the period for which he or she was a director in 2024.

To encourage and enhance communication among non-employee directors, our Corporate Governance Principles and Guidelines provide that (i) if the Chair is not an independent director, then the independent lead director should act as the effective leader of the board of directors and (ii) independent members of our board of directors also meet, as required, without the non‐independent directors and members of management before or after each regularly scheduled meeting. Mr. Tai currently serves as our Chair, and he has been determined to be an independent director by our board of directors. See “—Board Independence” and “—Board Leadership Structure.”

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage our directors to attend. Seven of our then-serving directors attended the 2024 annual meeting of stockholders.

Corporate Governance Policies and Committee Charters

Our board of directors and management regularly review and evaluate our corporate governance practices. Our board of directors has adopted Corporate Governance Principles and Guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable laws and regulations, Nasdaq and TSX listing rules, and our amended and restated certificate of incorporation and bylaws.

In addition, we have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We intend to disclose any amendment or waiver of a provision of the Code of Business Conduct and Ethics required by law or Nasdaq and/or TSX listing rules by posting such information on our investor website and/or in our public filings with the SEC.

The board of directors has also adopted written charters for the audit committee, the compensation and talent committee, and the nominating and governance committee, each of which satisfies the applicable rules of the SEC and Nasdaq and TSX listing rules.

Our Corporate Governance Principles and Guidelines, Code of Business Conduct and Ethics, and committee charters are available on our website at www.hut8.com/investors. The information contained on, or that can be accessed through, our website is not and shall not be deemed to be part of this proxy statement; we have included this website address solely as an inactive textual reference.

Insider Trading Policy and Anti-Hedging Policy

We have insider trading policies and procedures that govern the purchase, sale, and other dispositions of our securities by directors, officers, and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable listing standards.

Our insider trading policy prohibits our directors and employees, including executive officers, from hedging or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report.

​

​

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis addresses our executive compensation philosophy and objectives and how these objectives are implemented with respect to our named executive officers (“NEOs”). The purpose of this section is to provide our stockholders with a thorough understanding of our executive compensation program for our 2024 NEOs:

Compensation Philosophy and Objectives

Our overarching compensation philosophy is to:

Rooted in a strong belief that exceptional people are central to our success, our program promotes a high-performance culture by attracting, retaining, and motivating top executive talent through competitive and market-aligned compensation structures. A significant portion of executive compensation is deliberately made variable and performance-based, ensuring that individual contributions, effective leadership, and superior financial and operational outcomes are appropriately recognized and rewarded. We believe the hallmark of an enduring business is the ability to create value across market cycles, and our compensation is designed to motivate our executives to deliver results in both the near term and long term. By focusing on performance-based compensation—including long-term equity incentives—the program not only supports our strategic objectives but also fosters continuity in leadership and reinforces accountability.

Key elements of our executive compensation program for 2024 included:

Role of our Compensation and Talent Development Committee and CEO

Our compensation and talent development committee (the “compensation committee”), composed entirely of independent directors, is responsible for the oversight and administration of our executive compensation program, including evaluating and approving all compensation arrangements for executive officers, determining the structure and levels of compensation, and recommending compensation policies for independent directors. The compensation committee exercises discretion to consider various factors when making compensation decisions, including our financial performance, market conditions, individual executive responsibilities, leadership capabilities, and alignment with stockholder interests. Our CEO plays a collaborative role by providing performance assessments and compensation recommendations for executive officers, except for himself and Mr. Ho. See “—2024 Named Executive Officer Compensation—2024: A Transition Year.” No executive officer participates in compensation committee deliberations setting his own pay. The compensation committee retains the authority to engage external advisors as needed, and maintains flexibility in its approach to ensure responsiveness to evolving business dynamics. This holistic and performance-driven process is designed to attract, retain, and motivate high-caliber executive talent while fostering long-term stockholder value.

Role of our Independent Compensation Consultant

The compensation committee engaged Pay Governance LLC (“PayGovernance”) as its independent compensation consultant in 2023 to advise on the compensation program for fiscal year 2024. PayGovernance advised the Committee on market practices, peer group composition, executive compensation program design, and executive pay levels. PayGovernance also provided advice on setting compensation for our independent directors. PayGovernance does not provide any other services to us. Following a review of our relationship with PayGovernance during 2024, the compensation committee determined that PayGovernance is independent and that its work did not raise any conflicts of interest. In late 2024, the compensation committee engaged a new compensation consultant, Compensia, Inc. (“Compensia”), to advise on our 2025 executive and director compensation programs to provide further insight on pay practices and ensure that our compensation program effectively balances competitive market practices, investor expectations, best-practice governance standards, and our business strategy. The compensation committee has determined that Compensia is independent and that Compensia’s work does not raise any conflicts of interest.

Role of Market Data and PEERS

In 2023, the compensation committee engaged PayGovernance to support the development of a peer group of publicly traded companies across the Bitcoin mining sector, broader digital infrastructure ecosystem, and wider technology industry and to gather relevant compensation data from those companies. Among the companies considered, the compensation committee evaluated data from Applied Digital Corporation, Bitfarms Ltd., Cipher Mining Inc., CleanSpark, Inc., Core Scientific, Inc., MARA Holdings, Inc., Riot Platforms, Inc., and TeraWulf Inc. When evaluating peers, the compensation committee considered several factors, including industry, revenue, market capitalization, and growth stage. While the compensation committee engaged PayGovernance to assist in selecting and analyzing compensation data from our peers—demonstrating its commitment to remaining informed on prevailing market practices—it did not use this data as a strict benchmark for our executive compensation program in 2024. Instead, the compensation committee focused on designing an executive compensation program for 2024 that was intended to motivate our executives to lead the Company through a transformational year and position it for long-term success. The compensation committee’s goal was to structure the fixed component of the executive compensation program towards the lower to middle-range of peers, targeting approximately 25-50% of various peer sets considered, while designing a program heavily weighted toward at-risk performance-based compensation, in line with our overarching compensation philosophy of (i) aligning pay-for-performance and (ii) aligning executives’ interests with those of our stockholders.

​

2024 Named Executive Officer Compensation

2024: A TRANSITION YEAR

On February 6, 2024, shortly after the Business Combination of Legacy Hut and USBTC, Mr. Genoot succeeded Ms. Leverton as our CEO. Prior to the Business Combination, Messrs. Genoot and Ho co-founded USBTC and have since approached their roles with a co-founder mindset. Upon Mr. Genoot’s appointment as our CEO, Messrs. Genoot and Ho jointly set out to transform the business through a “fundamentals-first” philosophy, prioritizing operational excellence, disciplined capital allocation, and long-term value creation for stockholders.

In determining executive compensation for this transition year, our compensation committee designed a program for Messrs. Genoot and Ho aligned with this “turnaround and growth” agenda, heavily focused on at-risk, performance-based compensation and driving measurable impact to stockholders. The compensation committee views both leaders as equally critical to our strategy and success, and in recognition of this, approved comparable total compensation for Messrs. Genoot and Ho. For 2024, approximately 94% of Messrs. Genoot and Ho’s target compensation was at-risk and performance-based, assuming maximum payout of their PSUs, reflecting our commitment to aligning management rewards with stockholder outcomes.

Base Salary

Base salary is fixed based on a range of factors, including the executive’s title, job responsibilities and experience, and the competitive landscape, and designed to retain high-performing executives with the experience, expertise, and institutional knowledge necessary to drive long-term value. The compensation committee reviews the executive officers’ base salaries at least annually and makes adjustments as it deems appropriate. In connection with the Business Combination, the compensation committee approved increases to the base salaries of our executive team to reflect the expanded scope of their responsibilities as executives of a U.S.-domiciled public company, as well as to align more closely with the salary ranges observed among our peers. Effective February 6, 2024, in connection with his appointment as CEO succeeding Ms. Leverton, Mr. Genoot’s base salary was increased from $490,000 to $550,000—the same salary previously paid to Ms. Leverton during her tenure as CEO. The compensation committee viewed the 2024 base salary levels as a foundational element of pay—sufficient to provide financial stability to our executives, yet modest in relation to total and at-risk, performance-based compensation.

The base salaries of our NEOs as of the end of 2024 were as follows:

Annual Cash Incentives

Our 2024 annual cash incentives were designed to motivate the achievement of critical near-term objectives while maintaining the flexibility needed during a post-Business Combination integration year. Our compensation committee recognized that setting traditional performance goals in early 2024 was challenging as we were in the midst of integrating operations and undergoing a strategic shift under new leadership. Therefore, we implemented a discretionary annual cash incentive framework for 2024 based on a combination of Company performance, individual contributions, and the target annual bonus outlined in each executive’s employment agreement.

In 2024, under the leadership of Messrs. Genoot and Ho, we successfully navigated a transformative year, achieving numerous strategic and operational milestones that demonstrated strong execution and positioned the business for long-term growth. The compensation committee viewed these achievements relative to expectations and determined that Messrs. Genoot and Ho far exceeded their annual cash incentive targets. Such accomplishments include:

These significant accomplishments, driven by Messrs. Genoot and Ho’s strategic vision and leadership, supported the compensation committee’s determination that bonuses should reflect the extraordinary performance delivered during this pivotal year. Since Messrs. Glennan and Semah joined the Company in 2024, their annual bonus determinations were more closely aligned with the target amounts specified in their employment agreements. Actual annual bonuses for 2024 earned in total by the NEOs were as follows:

Long-Term Incentives

In support of our compensation philosophy, we believe that a significant portion of an NEO’s compensation should be at risk and aligned with our performance. The compensation committee considers at-risk pay to include long-term incentive awards given that the potential value will vary based on performance and our stock price. We believe that our long-term incentive program is essential in aligning our management team with stockholders’ long-term interests.

In 2024, our compensation committee determined to grant 100% of Messrs. Genoot and Ho’s long-term equity in performance stock units (“PSUs”) under our 2023 Omnibus Incentive Plan. PSUs were deliberately chosen to signal and reinforce our pay-for-performance philosophy by linking the value of awards to the achievement of specific strategic objectives, ensuring that executives are rewarded for meaningful performance outcomes. The PSUs also align executive and stockholder interests, as the value of the awards is directly tied to our stock price, and have a strong retention component because once performance goals are met, executives must still satisfy the time-based conditions to earn the awards, encouraging long-term executive commitment. Upon joining the Company in 2024, as part of their initial compensation packages, Messrs. Glennan and Semah were granted long-term incentives under our 2023 Omnibus Incentive Plan split evenly between PSUs and restricted stock units (“RSUs”).

PSUs: Executives officers received a “target” number of PSUs, with vesting contingent on both time-based (three years) and performance-based (stock price) conditions. The number of PSUs that will vest will be determined based on the highest volume-weighted average of our stock price over a twenty consecutive trading day period (the “20-Day VWAP”) during a two-year performance period, which starts approximately one year following the grant date. We designed our three-year PSUs to have a delayed performance period to incentivize sustained, long-term value creation rather than short-term decision-making designed to simply achieve the performance hurdles in year one. Furthermore, upon achieving the performance metrics, management must still meet the approximate three-year cliff vesting period, which promotes retention, long-term stockholder alignment, and performance.

RSUs: Messrs. Glennan and Semah received RSUs as part of their initial compensation packages upon joining the Company. The RSUs generally vest in equal annual installments over three years, subject to the executive’s continued employment with the Company.

Equity grant date fair values: The grant date fair values for grants made in 2024 are as follows:

Other Compensation Arrangement and Benefits

The NEOs receive the same benefits package available to our other employees, which consists primarily of health and wellness offerings and paid time off. We also reimburse Messrs. Genoot and Ho for annual dues for their ongoing membership in the Young Presidents’ Organization.

Clawback Policy

In compliance with the Nasdaq listing standards issued in connection with the SEC rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, our board of directors adopted a Clawback Policy in November 2023. The Clawback Policy provides that, upon a required accounting restatement, any incentive-based compensation received by current or former executive officers during the three years preceding the restatement that exceeded amounts owed based on the restated financials will be recovered by the Company. A copy of our Clawback Policy is filed as Exhibit 97.1 to our Annual Report.

Equity Granting Policy

Stock Ownership Guidelines and Stock Holding Requirement

Our board of directors has established the following stock ownership guidelines (“Guidelines”) for the amount of our shares of our common stock that executive officers (as a multiple of their base salary) and non-employee members of our board of directors (as a multiple of their annual retainer) must hold:

Individuals covered by the Guidelines are required to achieve the applicable ownership threshold within five years after first becoming subject to the Guidelines, which were adopted in November 2023. For purposes of assessing compliance with the Guidelines, annual base salary and annual cash retainer is measured as of December 31 of the most recently completed calendar year. Annual cash retainer does not include any additional fees a non-employee board member may receive, such as for committee service or chairmanships. Shares included in the calculation to assess compliance with the Guidelines include shares in which an individual (or an individual’s child or spouse) has a direct or indirect pecuniary interest, unvested RSUs and earned PSUs (even if subject to continued time-vesting conditions). The value of a share is based on the closing price of our common stock on the most recent trading day prior to the applicable valuation date. In addition, each executive officer and member of our board of directors may not sell more than 50% of the net number of shares received by such person following the vesting and settlement of RSUs, the vesting and settlement of PSUs, or the exercise of stock options until the required ownership level under the Guidelines has been met. After achievement of the ownership level required by the Guidelines, each individual must continue to retain enough shares to maintain such level for so long as such individual is subject to the Guidelines.

​

​

​

COMPENSATION COMMITTEE REPORT

The compensation and talent development committee has reviewed and discussed the compensation discussion and analysis section of this Proxy Statement with management and based on these discussions and review, it has recommended to our board of directors that the compensation discussion and analysis disclosure be included in this Proxy Statement.

Compensation and Talent Development Committee

​

Mayo A. Shattuck III (Chair)

Carl J. (Rick) Rickertsen

Amy Wilkinson

​

​

​

EXECUTIVE OFficer COMPENSATION

Summary Compensation Table

The following summary compensation table shows information about the compensation received by our NEOs for services rendered to us during the fiscal years presented.

Grants of Plan-Based Awards Table

The following table shows the equity awards made under our 2023 Omnibus Incentive Plan to our NEOs during 2024.

Employment Agreements

Asher Genoot and Michael Ho

On November 30, 2023, we entered into individual employment agreements with Messrs. Genoot and Ho (collectively, the “Executive Employment Agreements”), pursuant to which each executive is employed by the Company and Hut 8 Mining Corp. (collectively, the “Hut Group”) for an indefinite term until their respective employment is terminated in accordance with the terms of the applicable Executive Employment Agreement. Under the Executive Employment Agreements, we agree to provide each executive officer: (i) an annual base salary of $490,000 (Mr. Genoot’s salary was increased in 2024 to $550,000 in connection with his appointment to Chief Executive Officer); (ii) an annual bonus with a target opportunity equal to 80% of base salary, in each case subject to achievement of any applicable performance goals established by our board of directors (such target was increased in 2024 to equal 100% of base salary); (iii) eligibility to receive equity-based compensation as determined by our board of directors; (iv) with respect to Mr. Genoot, $10,000 in annual dues for ongoing membership in the Young Presidents’ Organization; and (v) an annual tax filing reimbursement up to $2,500.

Sean Glennan

On July 25, 2024, we entered into an employment agreement with Sean Glennan (the “Glennan Employment Agreement”), pursuant to which the executive is employed by us for an indefinite term until his employment is terminated in accordance with the terms of the Glennan Employment Agreement. Under the Glennan Employment Agreement, we agree to provide Mr. Glennan: (i) an annual base salary of $400,000; (ii) an annual bonus with a target opportunity equal to 100% of base salary, subject to achievement of any applicable performance goals established by our board of directors (except that Mr. Glennan’s 2024 annual bonus was paid at target on a prorated basis based on his start date); (iii) an equity award of RSUs equal to the quotient of $500,000 and the 20-Day VWAP ending on the final trading day prior to August 21, 2024; (iv) an equity award of PSUs equal to the quotient of $500,000 and the 20-Day VWAP ending on the final trading day prior to August 21, 2024; and (v) eligibility to receive additional equity-based compensation in the future as determined by our board of directors.

Victor Semah

On May 1, 2024, we entered into an employment agreement with Victor Semah (the “Semah Employment Agreement”), pursuant to which the executive is employed by us for an indefinite term until his employment is terminated in accordance with the terms of the Semah Employment Agreement. Under the Semah Employment Agreement, we agree to provide Mr. Semah: (i) an annual base salary of $375,000; (ii) an annual bonus with a target opportunity equal to 85% of base salary, subject to achievement of any applicable performance goals established by our board of directors; and (iii) eligibility to receive equity-based compensation as determined by our board of directors.

Separation and Retention Agreements

See “—Potential Payments upon Termination or Change in Control” for a summary of the separation agreements and retention agreement entered into with Ms. Leverton and Messrs. Visram and Amdiss, as applicable, in connection with their separation from the Company.

Outstanding Equity Awards at Fiscal Year-End

The following table shows all outstanding stock options and stock awards held by each of our NEOs as of December 31, 2024.

Option Exercises and Stock Vested

The table below reflects information for the fiscal year ended December 31, 2024 concerning the vesting of previously granted RSUs for each of the NEOs specified in the table below. The value of the shares represented by the vesting of RSUs is based on the closing price of our common stock on the date of vesting or, if vesting occurred on a non-trading day, settlement. No options were exercised by any NEO in 2024.