Tyler Page
About Tyler Page
Tyler Page, 49, is Chief Executive Officer and a director of Cipher Mining Inc. (since August 2021). He brings 20+ years in institutional finance and fintech, including leadership roles at NYDIG, Stone Ridge, Guggenheim, Goldman Sachs, and Lehman Brothers; he started his career as an attorney at Davis Polk. He holds a J.D. from the University of Michigan Law School and a B.A. from the University of Virginia . Under Page’s leadership, Cipher has executed transformative HPC/AI hosting agreements, including a ~15-year, ~$5.5B AWS lease and a 10-year hosting agreement with Fluidstack/Google, alongside a JV for a 1-GW Texas site and a $1.3B convertible note; Q3 2025 revenue was $72m with Adjusted Earnings of $41m . Pay-versus-performance disclosures show a cumulative TSR value of $828.57 for a $100 investment as of 12/31/24 (measurement period beginning 12/31/22) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cipher Mining Inc. | CEO and Director | 2021–present | Led pivot into HPC/AI hosting; signed 15-year AWS lease (~$5.5B) and Fluidstack/Google 10-year hosting deal; advanced 1-GW Texas site JV; completed $1.3B convertible note . |
| Bitfury Holding | Head of Business Development (digital asset infrastructure) | 2020–2021 | Led business development and strategy work across Bitfury Group . |
| NYDIG | Management Committee member; Head of Client Strategies | 2017–2019 | Senior leadership in institutional finance and fintech initiatives . |
| Stone Ridge Asset Management | Head of Institutional Sales | 2016–2019 | Institutional distribution leadership . |
| Guggenheim Partners | Global Head of Business Development, Fund Solutions | (Years not specified) | Global BD across fund solutions in NY and London . |
| Goldman Sachs; Lehman Brothers | Various derivatives team roles | (Years not specified) | Structured products/derivatives expertise . |
| Davis Polk & Wardwell LLP | Attorney | (Years not specified) | Legal foundation; capital markets orientation . |
External Roles
- No current public company directorships disclosed for Tyler Page in the company proxy; biography lists prior industry roles but no outside public boards currently .
Board Service & Governance
- Role: Class III director since 2021; current term runs to 2027 annual meeting; not independent due to CEO role .
- Leadership structure: Independent Chair (James Newsome) separates CEO and Chair roles, mitigating CEO/Chair dual-role concerns; Newsome serves as Lead/Chair, Page as CEO .
- Committees: Page is not listed on Audit, Compensation, or Nominating & Corporate Governance committees; committee membership is composed of independent directors .
- Board attendance: In 2024, each director attended at least 75% of meetings; Board met 9x, Audit 5x, Compensation 5x, Nominating 4x .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $562,500 | $825,000 |
| Target Bonus % of Salary | 100% (PEO target for 2024 set in Dec-2023) | 100% target; max 200% at Committee discretion |
| Actual Annual Bonus Paid | $2,485,000 (includes $1.485m annual bonus + $1.0m discretionary) | $1,650,000 (200% of salary) |
Notes: Base salaries remained at $825,000 for 2024 (Page); 2024 PEO bonus paid at 200% of salary based on corporate milestones (hash rate growth, site acquisitions, capital strategy, leadership) .
Performance Compensation
Long-term Incentives (structure and metrics)
- 2025 NEO Equity Program: 50% RSUs (time-based), 50% PSUs (performance-based); PSUs earned on relative TSR vs S&P Americas SmallCap Software & Services Index for FY2025, with absolute TSR modifier; one-third of earned PSUs vests on certification, remaining two-thirds vests quarterly over the following two years .
- Change-in-control treatment: RSUs/PSUs remain outstanding if assumed; if not assumed, RSUs vest immediately prior to CIC; PSUs at target if CIC during performance period; earned PSUs vest on qualifying termination post-CIC (non-cause/good reason) .
| Award Type | Grant Date | Shares (Page) | Metric | Weighting | Vesting | Notes |
|---|---|---|---|---|---|---|
| RSUs (Annual) | Feb 26, 2025 | 1,358,696 | Service | 50% of 2025 LTI | Equal quarterly over 3 years (first vest 3/31/2025), full acceleration on qual. termination (w/o cause/good reason/death/disability) | CIC: if not assumed, vests pre-CIC; if assumed, vests on qual. termination post-CIC . |
| PSUs (Annual, Target) | Feb 26, 2025 | 1,358,696 (at target) | Relative TSR vs S&P Americas SmallCap Software & Services Index; absolute TSR modifier | 50% of 2025 LTI | 1/3 upon certification; 2/3 in equal quarterly installments over 2 years | CIC during performance: deemed target; post-performance CIC: earned based on actual; earned PSUs vest on qual. termination . |
| RSUs (Annual/Retention) | Mar 9, 2024 | 4,702,194 | Service | N/A | Equal tranches on 12/18/2024, 1/1/2026, 1/1/2027; full acceleration on qual. termination (w/o cause/good reason/death/disability) | CIC: same assumption/not-assumed mechanics as above . |
Outstanding Equity and Performance Triggers (as of 12/31/2024)
| Grant | Unvested Units | Market Value ($) | Performance Triggers (where applicable) |
|---|---|---|---|
| RSUs (3/9/2024) | 3,134,796 | $14,545,453 (at $4.64) | Service-based . |
| RSUs (6/14/2023) | 666,666 | $3,093,330 | Service-based; vests 6/14/2025 and 6/14/2026 . |
| RSUs (9/13/2022) | 166,667 | $773,335 | Service-based; vests 9/13/2025 . |
| Performance-based RSUs (11/17/2021) | 4,257,710 unearned | $19,755,774 | One-third vests at 30-day market cap of ≥$5B, $7.5B, $10B (service requirement applies) . |
Equity Ownership & Alignment
| Date | Beneficial Ownership (Shares) | % Outstanding | Source/Notes |
|---|---|---|---|
| Apr 8, 2025 | 5,472,860 | 1.47% (based on 371,145,013 shares) | CEO/director holdings. |
| Sep 12, 2025 | 5,691,449 | 1.45% (based on 393,286,007 shares) | Updated ownership table in special meeting proxy. |
- Hedging/pledging: Company policy prohibits hedging, short sales, and pledging company stock, and purchasing on margin; anti-hedging/pledging applies to directors and officers .
- Ownership guidelines: Corporate Governance Guidelines reference stock ownership, but specific multiples/requirements were not detailed in the proxy; compliance status not disclosed .
- Director pay: As CEO, Page receives no additional compensation for board service; director compensation is disclosed separately for non-employee directors .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Dated May 11, 2021; initial term through May 11, 2025; auto-renews annually thereafter unless notice of non-renewal . |
| Salary and Bonus Eligibility | Initial base $300k in agreement (since increased to $825k by 2024); eligible for discretionary annual bonus beginning 2022 . |
| Severance (Non-CIC) | If terminated without Cause, resigns for Good Reason, or non-renewal: 12 months base salary (installments), pro-rata annual bonus (based on actual performance), and 12 months employer share of COBRA premiums; subject to release and covenants . |
| Severance (CIC) | If termination occurs within 12 months of a change in control: 12 months base salary paid in lump sum; pro-rata bonus and COBRA benefit same as above; subject to release/covenants . |
| Equity on Termination/CIC | RSU and PSU acceleration/earn conditions summarized above in Performance Compensation (single/double trigger mechanics) . |
| Restrictive Covenants | Confidentiality and IP assignment; 1-year post-employment non-compete and non-solicit covenants . |
| Clawback | Compensation Recoupment Policy compliant with Nasdaq/Rule 10D-1; clawback upon financial restatements, administered by Comp Committee . |
| Anti-Hedging/Pledging | Prohibited as noted; insider trading policy governs transactions . |
Compensation Structure Analysis
- Mix shift toward equity in 2024: Stock awards for Page increased from $2.6m (2023) to $14.86m (2024), while cash bonuses moved from $2.485m (2023, including discretionary) to $1.65m (2024) .
- Introduction of PSUs in 2025: 50% of annual LTI in PSUs tied to relative TSR with absolute TSR modifier, increasing performance linkage versus 2023/2024 service-vested RSUs .
- No option awards disclosed: 2023–2025 disclosures reflect RSUs/PSUs; no stock option grants shown for Page .
- No tax gross-ups: Company states it generally does not provide tax gross-ups to NEOs .
Performance & Track Record
- Strategic execution in HPC/AI: 15-year AWS lease (~$5.5B), 10-year Fluidstack/Google agreement, 1-GW Colchis site JV with ~95% expected ownership and a 1-GW Direct Connect Agreement with AEP targeting 2028 energization; pipeline of 3.2 GW .
- Financial snapshot: Q3 2025 revenue $72m; Adjusted Earnings $41m; Q3 2025 net loss $3m .
- Pay vs Performance: Company-reported cumulative TSR value per $100 investment rose to $828.57 by 12/31/24; Net loss was $(44.6)m in 2024 and $(25.8)m in 2023 .
- Controls risk: Auditor transition in 2025; adverse opinion on ICFR at 12/31/24 due to a material weakness in IT general controls over change management .
Vesting Schedules and Potential Selling Pressure
- Known vesting dates/schedules could introduce supply overhang around:
- 12/18/2024; 1/1/2026; 1/1/2027 for March 2024 RSUs .
- Quarterly vesting of 2025 RSUs through 2027 .
- PSUs: one-third at certification (post-FY2025), remainder quarterly over two years; CIC provisions can accelerate under certain conditions .
- Form 4 transaction-level selling data not provided in the proxy; insider selling pressure should be monitored around these dates via Form 4s.
Related Party Transactions & Governance
- Bitfury Board Observer Agreement (4/8/2022): Rights to designate a Board observer; negotiated and approved by an independent committee; terminates below 10% ownership; as of proxy date, no observer designated .
- Independent governance: Seven of eight directors deemed independent; Page not independent due to CEO role .
Compensation Committee & Peer Practices
- Committee composition: Chair Robert Flatley; members Holly Morrow Evans and Caitlin Long; all independent .
- Consultants: Pay Governance (2024) and Semler Brossy (2025) engaged; committee determined no conflicts of interest .
- 2024 and 2025 say-on-pay proposals submitted; frequency recommendation of annual (one year) . (Vote outcomes not disclosed in the proxy.)
Director Compensation (Context; Tyler Page receives none as CEO)
| 2024 Non-Employee Director Pay Elements | Amount |
|---|---|
| Annual cash retainer | $150,000 |
| Lead Independent Director additional retainer | $75,000 |
| Committee chair fees (Audit/Comp/NomGov) | $25,000 / $25,000 / $15,000 |
| Committee member fees (Audit/Comp/NomGov) | $12,500 / $12,500 / $10,000 |
| Annual equity grant (fully vested shares) | $200,000 grant-date value |
Investment Implications
- Alignment: Page’s sizable unvested RSUs and performance-based RSUs (market-cap hurdles at $5B/$7.5B/$10B) plus 2025 PSUs tied to relative/absolute TSR tightly link value creation to shareholder outcomes; anti-hedging/pledging policies reinforce alignment .
- Retention vs supply: Multi-year, front-loaded RSU grants with specified vest dates (Dec-2024, Jan-2026, Jan-2027) and ongoing quarterly vesting in 2025–2027 support retention but may create periodic selling windows; monitor Form 4s around vesting and any 10b5-1 plans .
- Risk factors: 2024 ICFR material weakness and auditor transition warrant monitoring; however, governance structure (independent chair, independent committees, clawback, anti-hedging) mitigates governance risk .
- Execution optionality: Secured long-duration hyperscaler/AI leases (~$8.5B aggregate lease payments across AWS and Fluidstack/Google per company communications) and a 3.2 GW pipeline position Cipher for non-mining revenue durability; CEO commentary highlights tightening AI capacity markets and improving lease economics .