Wesley Williams
About Wesley Williams
Wesley “Bo” Williams, age 48, has served as an independent Class II director of Cipher Mining since August 2021. He brings 25+ years of corporate finance and leveraged credit experience; since 2021 he has been Head of Aquarian Credit Partners (Aquarian Holdings). He holds an AB in Sociology from Harvard College and an MBA from Harvard Business School . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aquarian Credit Partners (Aquarian Holdings) | Head | 2021–present | Leads syndicated high-yield credit investing |
| Gallatin Loan Management | Portfolio Manager; Chief Operating Officer; Board of Managers member | Beginning 2017 | High-yield credit investment management leadership |
| Hildene Leveraged Credit | Founding Partner | 2013–2016 | Built and sold to Fortress affiliates |
| Goldman Sachs portfolio companies | Turnaround Operating Partner; Interim CFO; Shareholder Representative | 2010–2012 | Operational turnaround execution |
| Marathon Asset Management | Vice President, specialty finance & leveraged credit | 2006–2008 | High-yield credit investing |
| Goldman Sachs | Investment Banking & Merchant Banking roles | 1999–2005 | Corporate finance and principal investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aquarian Credit Partners (Aquarian Holdings) | Head | 2021–present | Syndicated high-yield credit investing arm of an insurance holding company |
Board Governance
- Independence: The Board determined Williams is independent under Nasdaq rules (2025 review) ; prior year determination also affirms independence .
- Committee memberships:
- 2025: Audit Committee member; Nominating & Corporate Governance Committee member .
- 2024: Audit Committee member; Compensation Committee member .
- 2023: Audit Committee member; Compensation Committee member .
- Audit Committee financial expert: In 2025 and 2024, the Board determined all Audit Committee members, including Williams, qualify as “audit committee financial experts” per Item 407(d)(5) of Regulation S‑K .
- Attendance and engagement: In 2024 the Board met 9x; the Audit Committee 5x; Compensation Committee 5x; Nominating & Corporate Governance 4x. Each current director attended at least 75% of applicable meetings; all directors attended last year’s annual meeting . In 2023, the Board met 4x; Audit 4x; Compensation 7x; Nominating 4x, and each director attended at least 75%; all directors attended the annual meeting .
- Executive sessions: Non-management and independent directors meet in private sessions periodically, no less than twice per year .
- Governance framework: Corporate Governance Guidelines include director independence, responsibilities, compensation, stock ownership, and board self-evaluations .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 160,000 | 140,000 | 161,250 |
| Stock Awards ($) | 100,000 | 145,000 | 217,976 |
| Total ($) | 260,000 | 285,000 | 379,226 |
Director Compensation Policy evolution:
- 2022 policy: $100,000 annual cash retainer; Lead Independent Director $150,000; committee chair/member retainers of $20,000/$10,000 (Audit), $15,000/$10,000 (Compensation), $12,500/$7,500 (Nominating); RSU equity awards fully vested at grant ($100,000 annual; one-time $100,000 initial grant on Nov 17, 2021) .
- March 2023 amendment: Shift to fully-vested Stock Awards totaling $140,000 per year in four $35,000 quarterly installments (Board retains discretion to skip installments); one-time $40,000 Stock Award to bring FY 2022–2023 equity to $140,000 .
- 2025 policy: $150,000 annual cash retainer; Lead Independent Director $75,000 additional; chair/member retainers of $25,000/$12,500 (Audit), $25,000/$12,500 (Compensation), $15,000/$10,000 (Nominating); equity award of fully vested common stock with $200,000 grant date value at each annual meeting .
Performance Compensation
| Equity Award Design | Vesting | Timing | Notes |
|---|---|---|---|
| RSUs (2021 initial and 2022 annual) | Fully vested at grant | Initial grant 11/17/2021; annual at meeting | RSUs fully vested on grant date |
| Fully-vested stock awards (from 2023) | Fully vested at issuance | Quarterly installments starting 2023 Annual Meeting | $140,000 aggregate per year in four $35,000 installments (Board can skip installments) |
| Fully-vested stock awards (from 2025) | Fully vested at grant | At each annual meeting | $200,000 grant date value |
- No performance metrics (e.g., TSR, EBITDA, ESG) are tied to director equity grants; awards are time-based and fully vested upon grant/issuance .
Other Directorships & Interlocks
| Category | Disclosed for Wesley Williams |
|---|---|
| Current public company boards | None disclosed in the biography/continuing director section |
| Private/other boards | Board of Managers role at Gallatin Loan Management (investment management firm) |
| Potential interlocks/conflicts | None disclosed involving customers/suppliers/competitors; controlled shareholder Bitfury has a Board observer right approved by an independent committee |
Expertise & Qualifications
- Corporate finance and leveraged credit leadership across Aquarian, Marathon, Goldman Sachs (IB/MB), and turnaround operating roles .
- Audit Committee “financial expert” designation (2024–2025) .
- Education: AB, Harvard College; MBA, Harvard Business School .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Feb 28/Mar 13, 2023 | 46,516 | * (less than 1%) |
| Mar 7, 2024 | 120,132 | * (less than 1%) |
| Apr 8, 2025 | 167,080 | * (less than 1%) |
| Sept 12, 2025 | 226,781 | * (less than 1%) |
- Anti‑hedging: Company policy prohibits hedging, short sales, and listed options in Company securities for directors, officers, employees .
- Pledging: Company may permit pledging case‑by‑case; a 2022 Waiver Agreement allowed pledging for specified stockholders (e.g., Bitfury affiliates) subject to conditions; no pledging by Williams is disclosed .
- Stock ownership guidelines: Governance Guidelines address stock ownership but specific director threshold metrics are not disclosed in the proxy .
Governance Assessment
-
Strengths
- Independence: Affirmed repeatedly; Williams is not an employee and meets Nasdaq independence standards .
- Financial oversight: Serves on Audit Committee; designated audit committee financial expert, enhancing board effectiveness in controls and reporting .
- Engagement: Meets attendance thresholds; participates in committees; independent director executive sessions held at least twice annually .
- Ownership alignment: Increasing personal holdings over time; director equity grants are in fully vested common stock, enhancing economic alignment (though not performance‑conditioned) .
- Compensation process: Compensation Committee employs independent consultants (Pay Governance, Semler Brossy); no consultant conflicts disclosed .
-
Potential Risks / RED FLAGS
- Controlled shareholder influence: Significant Bitfury ownership and a Board observer right; although vetted/approved by an independent committee, this structure can pose governance influence risks .
- Pledging policy flexibility: The Company permits pledging under waivers; while no director pledging is disclosed for Williams, pledging by major holders can create alignment risks in stress scenarios .
- Director equity design: Fully vested equity awards (time‑based) lack performance conditions; while common in director pay, they do not directly tie compensation to specific performance outcomes .
-
Shareholder feedback (Say‑on‑Pay 2025): Advisory vote approved; votes For 157,212,425; Against 60,642,805; Abstain 1,206,310; broker non‑votes 45,894,567 .
Committee Detail Snapshot (Current and Recent)
| Year | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|
| 2025 | Member: Williams; Chair: Cary Grossman | Chair: Robert Flatley (Williams not a member) | Member: Williams; Chair: Caitlin Long |
| 2024 | Members: Robert Dykes (Chair), Robert Flatley, Cary Grossman, Williams | Members incl. Williams; Chair: Cary Grossman | Chair: Caitlin Long; members: Holly Morrow Evans |
| 2023 | Members: Robert Dykes (Chair), Cary Grossman, Williams | Members incl. Williams; Chair: Cary Grossman | Chair: Caitlin Long; members: Robert Dykes; Holly Morrow Evans |
Director Compensation Structure (Policy Reference)
| Component | 2022 Policy | 2023 Amendment | 2025 Policy |
|---|---|---|---|
| Base Cash Retainer | $100,000 | Unchanged | $150,000 |
| Lead Independent Retainer | $150,000 | Unchanged | $75,000 |
| Audit Chair / Member | $20,000 / $10,000 | Unchanged | $25,000 / $12,500 |
| Comp Chair / Member | $15,000 / $10,000 | Unchanged | $25,000 / $12,500 |
| Nominating Chair / Member | $12,500 / $7,500 | Unchanged | $15,000 / $10,000 |
| Equity Award | RSUs fully vested; $100,000 annual + $100,000 initial (11/17/2021) | Fully‑vested stock awards: $140,000/year in four $35,000 quarterly installments; one‑time $40,000 catch‑up | Fully‑vested common stock: $200,000 grant date value at each annual meeting |
Related Party Transactions & Conflicts Controls
- Related Person Transaction Policy: Audit Committee reviews/approves related person transactions; emergency chair approvals subject to ratification; directors recuse from approvals where related .
- Board Observer Agreement (Bitfury investors): Bitfury investors have a Board observer right; negotiated and approved by an independent committee .
Notes on Shareholder Votes (2024–2025)
| Meeting | Quorum/Participation | Key Results |
|---|---|---|
| 2025 Annual Meeting (June 3, 2025) | 264,956,107 shares present (71.38% of outstanding as of 4/8/2025) | Directors elected; CBIZ CPAs P.C. ratified; Say‑on‑Pay approved; One‑year frequency chosen for Say‑on‑Pay |
| 2024 Annual Meeting (May 2, 2024) | 186,883,692 shares present (63.03% of outstanding as of 3/7/2024) | Directors elected; Marcum LLP ratified; Officer exculpation charter amendment did not reach supermajority threshold |