Robert Flatley
About Robert Flatley
Independent director at Cipher Mining since August 2023, age 62, with a B.B.A. in Accounting from the University of Iowa (1985). He is CEO and founder of TS Imagine (since 2021) following the merger of Trading Screen and Imagine Software, and previously served as director and President/CFO/COO at NYDIG (2018–2019); earlier, he was CEO/director at CoreOne Technologies (2010–2018) and a Managing Director at Deutsche Bank Securities and Banc of America Securities. The Board has affirmatively determined he is independent under Nasdaq rules. He is nominated for a three‑year term through the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TS Imagine | CEO & Founder; Director | 2021–present | Founder/operator in fintech; capital markets software leadership |
| NYDIG | Director; President/CFO/COO | 2018–2019 | Digital asset financial services leadership |
| CoreOne Technologies | CEO; Director | 2010–2018 | SaaS/data-as-a-service scaling; software M&A |
| Deutsche Bank Securities | Managing Director | Earlier career (dates not specified) | Trading, securities/prime finance; quantitative trading |
| Banc of America Securities | Managing Director | Earlier career (dates not specified) | Market structure; software development |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| TS Imagine | CEO & Founder; Director | Private | Current operating role alongside CIFR directorship |
| Other public company boards (past 5 years) | None disclosed | — | No additional public boards listed in CIFR proxy biography |
Board Governance
| Governance Item | 2024 | 2025 |
|---|---|---|
| Independence (Nasdaq) | Independent | Independent |
| Audit Committee | Member | Member |
| Compensation Committee | Member | Chair |
| Nominating & Corporate Governance Committee | Not a member | Not a member |
| Compensation consultants (committee oversight) | Pay Governance engaged; no conflicts | Pay Governance and Semler Brossy engaged; no conflicts |
| Nomination source | — | Initially recommended by CEO; evaluated via standard process |
Meetings & Attendance
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 9 |
| Audit Committee meetings held | 4 | 5 |
| Compensation Committee meetings held | 7 | 5 |
| Nominating & Corporate Governance Committee meetings held | 4 | 4 |
| Attendance | Each director ≥75% of meetings on served committees | Each director ≥75% of meetings on served committees |
| Executive sessions of independent directors | ≥2 private sessions/year | ≥2 private sessions/year |
Fixed Compensation
| Component | 2023 (USD) | 2024 (USD) |
|---|---|---|
| Fees Earned or Paid in Cash | $49,239 | $161,250 |
| Stock Awards (grant‑date fair value) | $70,000 | $217,976 |
| Total | $119,239 | $379,226 |
Director Compensation Policy (as of 2024/2025)
| Policy Element | Amount |
|---|---|
| Annual cash retainer (non‑employee directors) | $150,000 |
| Lead Independent Director additional retainer | $75,000 |
| Chair retainers: Audit / Compensation / Nominating | $25,000 / $25,000 / $15,000 |
| Committee member retainers: Audit / Compensation / Nominating | $12,500 / $12,500 / $10,000 |
| Equity award at annual meeting (fully vested common shares) | $200,000 grant‑date value |
| Equity award timing change (2024) | Shifted from quarterly to single annual installment; last $35,000 quarterly installment paid Feb 20, 2024 |
Performance Compensation
| Performance Metric Structure (Directors) | 2023 | 2024 |
|---|---|---|
| Metrics tied to director pay (e.g., TSR, EBITDA) | None disclosed; director equity is fully vested stock (no PSUs/RSUs/options) | None disclosed; director equity is fully vested stock (no PSUs/RSUs/options) |
Other Directorships & Interlocks
| Company | Role | Relationship to CIFR | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No public interlocks indicated for Mr. Flatley |
Expertise & Qualifications
- Fintech founder/operator with SaaS/data‑as‑a‑service, market structure, quantitative trading, and software M&A expertise; senior capital markets roles at Deutsche Bank and Banc of America.
- Education: B.B.A. in Accounting, University of Iowa (1985); age 62; director since 2023.
- Brings regulated financial services experience and capital markets technology background aligned to CIFR’s ecosystem.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 32,223 | 79,171 |
| % of shares outstanding | <1% | <1% (of 371,145,013 shares outstanding) |
| Unvested stock awards held at year‑end | None as of Dec 31, 2023 | None as of Dec 31, 2024 |
| Anti‑hedging & pledging | Company policy prohibits hedging and pledging of Company stock (subject to specified exceptions) |
Governance Assessment
- Independence and committee leadership: Independent under Nasdaq rules; elevated to Compensation Committee Chair in 2025, indicating trust in pay governance oversight; maintains Audit Committee membership.
- Attendance and engagement: Board and committee cadence increased in 2024; Flatley met the ≥75% attendance threshold, and independent director executive sessions occur at least twice annually.
- Compensation mix and alignment: Balanced mix of cash retainer plus fully vested equity (no performance‑based awards), with policy‑driven retainers and annual equity; his personal holdings increased YoY (32,223 → 79,171), though remain <1%—typical for directors but modest alignment.
- Process rigor: Compensation Committee employs independent consultants (Pay Governance; later Pay Governance and Semler Brossy), with explicit conflict assessments and no conflicts found; nomination process notes initial recommendation by CEO, but independence affirmed by the Board.
- Risk indicators & policies: Anti‑hedging/pledging policy reduces alignment risks; no unvested director equity at year‑end; no director‑specific related‑party transactions involving Flatley were identified in the reviewed proxy sections.
Potential RED FLAGS / Watch Items
- Initial nomination referral from CEO (not inherently problematic given independent status, but a monitoring point for pay and oversight independence).
- Low personal ownership (<1%); standard for directors, but investors may prefer higher “skin‑in‑the‑game.”
Overall, Flatley’s capital markets/fintech expertise and current committee leadership (Compensation Chair; Audit member) support board effectiveness on pay and controls, with formal policies (anti‑hedging/pledging; clawback for executives) mitigating alignment risks. Continued monitoring of compensation design and director ownership trajectory is advisable.