Jerome Lay

About Jerome Lay

Jerome Lay, 36, has served on Greenidge’s Board since February 2014 when Greenidge was acquired by Atlas; he is a Partner at Atlas Holdings (since 2018) focused on merchant power investments. He holds a B.S. in Mechanical Engineering from Washington University in St. Louis (2009) and brings power generation investing and portfolio oversight experience to the Board . He was re-elected as part of the 10-person slate at the June 17, 2025 annual meeting and the Company disclosed that each director attended at least 75% of Board/committee meetings in 2024 .

Past Roles

External Roles

Board Governance

• Independence: Greenidge is a “controlled company.” The Board identified five independent directors (Neuscheler, Fearn, Rogers, Krug, Lowe); Mr. Lay is not listed as independent under Nasdaq rules .
• Committees:
  • Compensation Committee member (Chair: Timothy Fazio; committee not required to be fully independent due to controlled-company status) .
  • Capital Committee member (oversees purchase authority policy) .
  • Not a member of the Audit Committee (Neuscheler [Chair], Lowe, Fearn) .
  • Related-Party Governance: Affiliate Transaction Committee (Kovler, Neuscheler, Rogers) oversees transactions with the controlling stockholder; Lay is not on this committee, which reduces direct conflict exposure for related-party approvals .
• Attendance: Board met 4 times in 2024; each director attended at least 75% of applicable Board/committee meetings .
• Executive sessions: Independent directors meet in executive session at least twice per year .

Fixed Compensation

• Director Fee Policy: Non-employee director annual cash retainer was increased by $10,000 to $40,000 effective January 1, 2025; Vice Chair retainer $20,000; Audit Chair fee $10,000 .
• 2024 Actuals: The proxy shows $0 paid to Messrs. Anderson, Bursky, Fazio, Filippelli and Lay for 2024 director service; other directors received stated cash retainers .

Implication: Lay’s $0 company-paid director compensation in 2024, coupled with his Atlas affiliation, suggests remuneration may be handled outside Greenidge, heightening controller-alignment risk for minority holders while removing direct cash-pay influence from the issuer .

Performance Compensation

• Equity to Directors: The 2024 director compensation table shows no stock awards or option awards for Lay (all “—”) .
• Performance metrics tied to director pay: Not disclosed for directors in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Sector expertise: Merchant power generation investing; participated in Atlas team that acquired Greenidge’s power plant assets .
• Education: B.S., Mechanical Engineering, Washington University in St. Louis (2009) .
• Financial governance: External Audit and Compensation committee experience (NPX One, Granite Shore Power) .

Equity Ownership

• Beneficial ownership (as of April 25, 2025 record date): Lay reported no Class A or Class B shares; thus <1% ownership and negligible voting power individually .
• Section 16 compliance: Company disclosed late Form 4s for other insiders (Kovler, Mulvihill, Irwin), but none attributed to Lay .
• Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors .

Governance Assessment

• Strengths:

  • Relevant industry and portfolio oversight experience; engineering background aligns with operational risk oversight .
  • Not on the Affiliate Transaction Committee; insulating him from direct approval of controller-related deals .
  • Board holds executive sessions of independent directors and maintains independent Audit Committee with identified “financial expert” .

• Concerns / RED FLAGS:

  • Controlled company structure with Atlas at 70.4% voting power; Lay is an Atlas Partner and not independent—potential conflicts and minority shareholder protection risk .
  • Lay is a member of the Compensation Committee (Chair is Atlas co-founder/partner Fazio). While permitted under controlled-company exemptions, this raises independence concerns surrounding executive pay design and director compensation decisions .
  • Related-party exposure: 2024 Columbus property purchase from an Atlas portfolio company ($1.45 million); recurring reimbursements to Atlas affiliates ($0.1 million); Atlas letters of credit with equity-based payment arrangement—while governed by a Related Person Policy and an Affiliate Transaction Committee, these demonstrate ongoing controller transactions requiring vigilant oversight .

• Attendance & engagement:

  • Board met 4 times in 2024; each director, including Lay, attended at least 75% of applicable meetings—meets minimum expectations .
  • Director compensation of $0 from the issuer in 2024 may limit direct economic alignment with public shareholders unless offset by personal share ownership (none disclosed) or equity-linked pay; this emphasizes reliance on process safeguards (Related Person Policy, Affiliate Transaction Committee) and independent directors for minority protections .

Overall: Lay brings sector expertise and committee experience but is not independent and is affiliated with the controlling stockholder. The presence of an independent Affiliate Transaction Committee and anti-hedging/pledging policies are positive, but controlled-company exemptions (e.g., Compensation Committee composition) and related-party transactions represent ongoing governance risks that investors should monitor closely .