William Iwaschuk
About William Iwaschuk
William “Will” Iwaschuk, age 49, serves as Co‑President, Chief Legal Officer and Corporate Secretary of Cipher Mining, having joined as Chief Legal Officer in August 2021, added Corporate Secretary in May 2022, and was promoted to Co‑President in March 2023 . He holds LL.B. and B.A. degrees from The University of British Columbia and previously held senior legal roles at Tower Research Capital, Morgan, Lewis & Bockius, Goldman Sachs, and Davis Polk . During 2023–2024, Cipher’s total shareholder return (TSR) rose sharply (value of $100 investment: $737.50 for 2023 and $828.57 for 2024), with the company noting CAP-to-TSR alignment and stock price appreciation as the major driver of compensation actually paid to NEOs over the period . As of September 12, 2025, Mr. Iwaschuk beneficially owned 1,048,499 shares (<1%), reflecting increased equity alignment versus prior years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cipher Mining Inc. | Co‑President; Chief Legal Officer; Corporate Secretary | CLO since Aug 2021; Corp Sec since May 2022; Co‑President since Mar 2023 | Executive leadership and legal stewardship through rapid fleet buildout; expanded scope with Co‑President role |
| Tower Research Capital LLC | General Counsel & Secretary; Counsel | GC & Sec 2016–2020; Counsel 2014–2016 | Led global trading firm’s legal function; governance and regulatory risk management |
| Morgan, Lewis & Bockius LLP | Partner, Investment Management Group | 2013–2014 | Advised asset managers on fund, trading and regulatory matters |
| Goldman Sachs & Co. | Vice‑President, Legal | 2005–2012 | Structured/support legal for equities/derivatives; institutional risk control |
| Davis Polk & Wardwell LLP | Equity Derivatives Associate | Early career | Complex equity derivatives execution and documentation |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Texas Blockchain Council | Director | Current (as of 2025) | Industry advocacy; policy engagement for Bitcoin/data center ecosystem |
| Futures and Options (non‑profit) | Director | Current as of Mar 2023 disclosure | Workforce development/non‑profit oversight; community engagement |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 362,500 | 11,319 | 2023 reflects mid‑year salary increase to $525k effective July 1, 2023 |
| 2024 | 525,000 | 5,250 (401k match) | 2024 base unchanged; standard benefits, no tax gross‑ups |
Performance Compensation
- Annual cash bonus framework (2024): Target = 75% of base salary for Co‑President/NEOs, with upside to 150% at Committee discretion; awards based on corporate/operational milestones, hash rate growth, site acquisitions, capital strategy, and individual leadership . Actual 2024 payout for Mr. Iwaschuk = 150% of base salary ($787,500), paid Jan 15, 2025 .
- Equity mix evolution (2025): Shift to 50% RSUs / 50% PSUs for NEOs under the “2025 NEO Equity Program,” enhancing explicit pay‑for‑performance linkage via relative and absolute TSR .
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting / Timing |
|---|---|---|---|---|
| 2024 Annual Bonus | Discretionary; no numeric weighting disclosed | 75% of base salary (target) | 150% of base; $787,500; paid 1/15/2025 | Cash; paid following FY performance |
| 2025 PSUs (target 407,609 units for Iwaschuk) | 50% of 2025 equity | Earned on 2025 TSR vs S&P Americas SmallCap Software & Services, with absolute TSR modifier | Earned shares contingent on performance; one‑third vests at certification; remaining two‑thirds in equal quarterly installments over next two years | CIC: during period → target deemed earned; after period → actual; earned PSUs vest on qualifying termination |
| 2025 RSUs (407,609 units) | 50% of 2025 equity | N/A | Time‑based | Equal quarterly installments over three years; first vest 3/31/2025; accel on certain terminations; CIC handling as disclosed |
Equity Awards and Vesting Detail
- March 9, 2024 RSUs: 1,410,658 units to Iwaschuk; vest in equal installments on Dec 18, 2024; Jan 1, 2026; Jan 1, 2027; full acceleration on termination without cause/for good reason or death/disability; CIC treatment if not assumed .
- June 14, 2023 RSUs: 333,334 units outstanding at 12/31/2024; vest on June 14, 2025 and June 14, 2026 .
- Special Retention RSUs (Sept 13, 2022): 366,667 units outstanding at 12/31/2024; vest Sept 13, 2025 .
- February 26, 2025 RSUs/PSUs: 407,609 RSUs and 407,609 PSUs (target) to Iwaschuk; RSUs vest quarterly over three years starting 3/31/2025; PSUs earned on 2025 relative TSR plus absolute TSR modifier with staged vesting thereafter; acceleration/CIC terms as described .
| Award | Grant date | Unvested units at 12/31/2024 | Market value at 12/31/2024 ($4.64) | Key vesting dates |
|---|---|---|---|---|
| RSUs | 3/9/2024 | 940,440 | 4,363,642 | 12/18/2024; 1/1/2026; 1/1/2027 |
| RSUs | 6/14/2023 | 333,334 | 1,546,670 | 6/14/2025; 6/14/2026 |
| Special Retention RSUs | 9/13/2022 | 366,667 | 1,701,335 | 9/13/2025 |
| RSUs (2025 program) | 2/26/2025 | N/A at 12/31/2024 | N/A | Quarterly over 3 years starting 3/31/2025 |
| PSUs (2025 program; target) | 2/26/2025 | N/A at 12/31/2024 | N/A | Earned on FY2025 TSR; 1/3 at certification; remainder quarterly over 2 years |
Insider selling pressure indicators:
- 2025 scheduled deliveries: 3/31, 6/30, 9/30, 12/31 from 2025 RSUs; 6/14 from 2023 RSU tranche; 9/13 from 2022 retention RSUs; additional vesting upon PSU certification after FY2025 .
- Policy backdrop: CIFR prohibits short sales, derivatives, hedging, and pledging or margining of company stock (subject to specified exceptions), reducing hedging/pledging‑driven sell pressure .
Equity Ownership & Alignment
| As‑of date | Beneficial ownership (shares) | % of outstanding |
|---|---|---|
| Mar 13, 2023 | 273,989 | <1% |
| Mar 7, 2024 | 530,332 | <1% |
| Sep 12, 2025 | 1,048,499 | <1% (asterisked) |
- Anti‑hedging/pledging: Policy prohibits hedging and pledging of company securities and purchases on margin (exceptions noted in policy), supporting alignment with long‑term shareholders .
- Clawback: Nasdaq Rule 10D‑1 compliant recoupment policy applies to current/former executive officers upon financial restatement .
Employment Terms
- Agreement/term: Executive Employment Agreement dated May 11, 2021; effective through May 11, 2025 and auto‑renews annually unless either party gives non‑renewal notice .
- Base/bonus eligibility: Initial base $200,000 (subject to increases at Committee discretion); eligible for discretionary annual bonus and participation in 2021 Incentive Award Plan .
- Severance (non‑CIC): If terminated without Cause, resigns for Good Reason, or non‑renewal, then 12 months base salary (installments), pro‑rated annual bonus based on actual performance, and company COBRA premium share for 12 months, subject to release/covenant compliance .
- Severance (within 12 months post‑CIC): Same components, with base severance paid as a lump sum .
- Restrictive covenants: Confidentiality/IP assignment; one‑year post‑employment non‑compete and employee/customer non‑solicit .
- Equity acceleration: 2024 and 2025 RSUs provide full vesting upon termination without cause/for good reason or death/disability; CIC assumption/vesting terms as disclosed; PSUs have targeted/actual treatment at CIC and full vesting of earned PSUs upon qualifying termination .
Performance & Track Record Indicators
| Measure | 2023 | 2024 |
|---|---|---|
| Value of $100 investment (Cumulative TSR) | $737.50 | $828.57 |
| Commentary | Compensation actually paid broadly aligned with cumulative TSR; equity value driven by stock price appreciation ($0.56 at 12/31/2022 to $4.13 at 12/31/2023 and $4.64 at 12/31/2024) | Same |
Additional disclosures:
- Section 16 compliance: One Form 4 for each NEO (including Mr. Iwaschuk) was filed late in 2023 due to administrative errors, covering RSU settlements and tax‑withholding share offsets .
Compensation Structure Analysis
- Cash/equity mix and trajectory: 2024 compensation was heavily equity‑weighted (RSUs), with 2025 introducing PSUs (50% of equity mix) to increase explicit performance linkage via relative TSR and absolute TSR modifier .
- Bonus rigor: 2024 bonuses were discretionary but tied to concrete operational markers (hash rate growth, site acquisitions, capital strategy), with Iwaschuk paid at 150% of base (above 75% target), signaling strong Committee assessment of execution .
- Retention design: Multi‑year, staggered vesting across 2024 RSUs (to 2027), 2023 RSUs (to 2026), special retention RSUs (2025), and 2025 quarterly RSUs creates ongoing service hooks while deferring value realization .
- Shareholder‑friendly provisions: Clawback in place; no tax gross‑ups; hedging/pledging prohibited, improving alignment and governance optics .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited by policy (subject to specified exceptions) .
- Equity repricing/modification: None disclosed in provided materials.
- Related‑party transactions: None disclosed for Mr. Iwaschuk in relevant 8‑K appointment disclosure .
- Say‑on‑pay cadence: Board recommended annual advisory vote frequency in 2025 .
- Administrative compliance: Isolated late Section 16 filings in 2023 attributed to administrative errors, including for Mr. Iwaschuk .
Investment Implications
- Alignment and retention: Iwaschuk’s growing beneficial ownership (274k → 530k → 1.05m shares from 2023–2025) and significant unvested RSUs/PSUs, with staggered 2025–2027 vesting, support retention and alignment but also create predictable liquidity windows around quarterly RSU vest dates, June 14, and September 13 milestones in 2025–2026 .
- Performance sensitivity: Introduction of PSUs tied to relative and absolute TSR increases management sensitivity to share performance in 2025–2027, a constructive signal for equity holders in a volatile Bitcoin‑linked cycle .
- Downside protection moderate: Severance at 1x base plus pro‑rated bonus (with COBRA subsidy) and equity acceleration on qualifying terminations is standard for a growth‑stage tech/infrastructure issuer; no tax gross‑ups and hedging/pledging prohibitions temper governance risk .
- Tactical trading watch‑outs: Monitor potential selling pressure around 2025–2026 vest dates (Mar 31/Jun 30/Sep 30/Dec 31; Jun 14; Sep 13), and any PSU certification‑related deliveries after FY2025; check for 10b5‑1 plans and window activity in future filings .