Chuck Hastings
Director at APLD
Board
About Chuck Hastings
Independent director at Applied Digital Corporation since April 2021; age 47. Previously CEO of B. Riley Wealth Management; career includes portfolio manager at Tri Cap LLC, head trader at GPS Partners (2005–2009), and convertible bond trader at Morgan Stanley. Holds a B.A. in Political Science from Princeton University; nominated for reelection based on finance and market expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B. Riley Financial / B. Riley Wealth Management | Portfolio Manager (2013), Director of Strategic Initiatives (2018), President (2019), previously CEO of B. Riley Wealth | 2013–2019+ (dates as disclosed) | Leadership across wealth management; strategic initiatives in trading and platform growth |
| Tri Cap LLC | Portfolio Manager | Not disclosed | Investment management experience |
| GPS Partners (hedge fund) | Head Trader | 2005–2009 | Built trading process; helped scale fund from startup to one of the largest on the West Coast |
| Morgan Stanley | Convertible Bond Trader | Not disclosed | Credit/convertible arbitrage trading |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IQvestment Holdings | Board Member | Not disclosed | Fintech/robo-advisory; board service indicates governance exposure beyond APLD |
Board Governance
- Independence: Board determined Hastings is independent under Nasdaq rules .
- Tenure: Director since April 2021 .
- Committee assignments:
- Audit Committee: Member; chair is Douglas Miller (audit committee financial expert) .
- Nominating & Corporate Governance Committee: Member; chair is Ella Benson .
- Compensation Committee: Hastings is not a member; chair is Richard Nottenburg .
- Lead Independent Director: Douglas Miller .
- Meeting cadence and attendance: Board met 23 times in FY2025; each director attended at least 75% of combined Board/committee meetings; Audit (17), Compensation (13), Nominating (1) meetings in FY2025 .
- Executive sessions: Regular executive sessions without management; Lead Independent Director presides when chair is not independent .
Fixed Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $41,667 | $56,000 |
| Annual Cash Retainers (policy) | Base: $40,000; Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,000; Comp Member $7,500; Nominating Chair $12,000; Nominating Member $6,000; Lead Independent $25,000 | Base: $40,000; Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,000; Comp Member $7,500; Nominating Chair $12,000; Nominating Member $6,000; Lead Independent $25,000 |
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director Restricted Stock Award | Nov 9, 2023 | 33,685 | $329,148 | Vests Nov 9, 2024 |
| Annual Director Restricted Stock Award | Dec 27, 2024 | 28,606 | $240,004 | Vests Nov 20, 2025 |
| Unvested RSUs at FY-end | May 31, 2024 | 33,685 | — | Unvested balance as of FY2024 |
| Unvested RSUs at FY-end | May 31, 2025 | 28,606 | — | Unvested balance as of FY2025 |
- Performance metrics: Director equity is time-based; no disclosed performance metrics for director awards. Anti-hedging policy prohibits hedging/monetization and pledging of Company securities, supporting alignment .
Other Directorships & Interlocks
| Company/Entity | Type | Relationship/Interlock | Governance/Conflict Note |
|---|---|---|---|
| B. Riley Financial ecosystem | Prior employment (CEO of B. Riley Wealth; various leadership roles) | APLD entered a $50M Loan & Security Agreement in May 2023 with B. Riley subsidiaries; repaid by May 31, 2024 | Related-party exposure historically; Audit Committee oversees RPTs; independence affirmed; RILY’s >5% holder status ended; all RPTs reviewed per charter |
| IQvestment Holdings | Private | Board member | No APLD disclosed transactions with IQvestment; standard outside board service |
Expertise & Qualifications
- More than two decades across trading, wealth management, and portfolio management; recognized leadership in financial services .
- Trading expertise (convertibles, liquidity discovery, execution) and fund scaling experience at GPS Partners .
- Governance experience via board roles and audit committee membership; contributes to risk oversight in audit/compliance .
- Education: B.A., Princeton University (Political Science) .
Equity Ownership
| As of | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Oct 22, 2024 | 636,691 | <1% | Includes 33,685 shares issuable within 60 days; total outstanding shares 215,359,125 |
| Sep 8, 2025 | 501,612 | <1% | Total outstanding shares 269,315,269; directors/officers group owns ~9.5% |
- Unvested director equity: 28,606 RSUs unvested (FY2025); previously 33,685 unvested (FY2024) .
- Hedging/Pledging: Company prohibits hedging and pledging of Company securities under insider trading policy and compensation governance practices .
- Ownership guidelines: No specific director stock ownership guidelines disclosed; directors receive annual equity awards vesting after one year .
Governance Assessment
- Committee effectiveness: Active Audit Committee (17 meetings FY2025) and Compensation Committee (13); Hastings’ audit role supports oversight of financial reporting, cyber, and related-party review; committee independence and charters in place .
- Independence and attendance: Hastings is independent; Board/committee attendance met minimum thresholds; governance guidelines enforce 75% attendance and executive sessions .
- Pay structure: Director equity grant increased from $160,000 (FY2024 policy) to $240,000 (FY2025 policy), signaling stronger equity alignment amid Company scale-up; cash fees modest, role-based .
- Shareholder signals: Say-on-Pay received 97% support at 2024 annual meeting, indicating investor acceptance of compensation approach at that time .
- Clawback and RPT controls: Dodd-Frank/Nasdaq-compliant clawback policy in place; Audit Committee charter mandates RPT review/approval, relevant given historical B. Riley financing and other RPTs (e.g., board member consulting fees of $43,000 in FY2024; $0 in FY2025; identities not specified) .
Potential Conflicts / RED FLAGS
- Historical related-party financing with B. Riley subsidiaries while Hastings held senior roles at B. Riley Wealth increases perceived conflict risk; mitigants include independent status, Audit Committee review, and repayment of the facility by FY2024 close .
- Board member consulting fees in FY2024 (not disclosed as Hastings) highlight need for continuous RPT monitoring; no such fees in FY2025 .
- Ongoing equity authorization increases (plan share reserve and authorized common) heighten dilution risk; directors (including Hastings) vote on equity plan amendments; stockholder approvals sought and obtained per proposals .
Overall: Hastings brings deep markets and trading expertise valuable to audit risk oversight; independence and attendance meet governance standards. Prior B. Riley connections require vigilant RPT oversight and continued transparency to maintain investor confidence, which current policies and committee practices address .
Appendix: Director Compensation Policy and Grants
| Policy/Grant | Detail |
|---|---|
| FY2024 Director Equity Policy | Annual restricted stock valued at $160,000; 33,685 shares granted Nov 9, 2023; vest Nov 9, 2024 |
| FY2025 Director Equity Policy | Annual restricted stock valued at $240,000; 28,606 shares granted Dec 27, 2024; vest Nov 20, 2025 |
| Director Cash Retainers | Base $40,000; incremental role-based retainers per committee roles; no standard meeting fees |
| Hastings FY2024 Pay | Cash $41,667; stock $329,148; total $370,815 |
| Hastings FY2025 Pay | Cash $56,000; stock $240,004; total $296,004 |