Jordan Kovler
Greenidge Generation HoldingsAbout Jordan Kovler
Jordan Kovler, age 45, is Chief Executive Officer of Greenidge Generation Holdings Inc. (GREE) since November 2023 and has served on the Board of Directors since March 2023; he holds a B.A. in Economics from Trinity College . Under his tenure, the company reduced 2026 notes to $44.6M (from $72.2M) via exchanges/tender, reported Q2’25 revenue of $12.9M, net loss of $4.1M, EBITDA loss of $0.2M (adj. EBITDA +$0.4M), and produced 110 BTC, while stating no ELOC equity sales in Q2’25 . He signed the CEO SOX 302 certification in the Q3’25 10-Q, reflecting principal executive responsibility for disclosure controls . GREE operates as a “controlled company” and an emerging growth company (EGC), affecting governance and compensation disclosures (no say‑on‑pay yet) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HKL & Co., LLC (Harkins, Kovler, Leventhal & Co.) | Co‑founder; Managing Director | 2016–Nov 2023 | Proxy advisory/solicitation and investor relations/governance expertise brought to GREE . |
| Genesis Block LLC | Advisor | Jun 2022–Nov 2023 | Technology services advisory experience . |
| D.F. King & Co. | Senior Vice President (prior roles) | Not disclosed (prior to 2016) | Proxy solicitation and shareholder engagement background . |
External Roles
| Category | Details |
|---|---|
| Other public company boards | None disclosed in GREE’s proxy biography . |
| Non‑profit/academic/private boards | Not disclosed . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (latest) | Notes |
|---|---|---|---|---|
| Base salary (CEO) | $33,654 (partial year) | $350,000 | $385,000 effective Nov 14, 2025 | 2025 increase approved by Compensation Committee . |
| Target annual bonus | Up to 50% of base salary | Up to 50% of base salary | Up to 50% of base salary | Payable in cash/equity, metrics set by Board . |
| Director fees (non‑employee) | $15,833 before becoming CEO | $0 (employee director) | $0 (employee director) | CEO does not receive non‑employee director pay . |
Performance Compensation
| Incentive type | Grant/award date | Size/terms | Performance metric/weighting | Vesting/payout |
|---|---|---|---|---|
| Sign‑on restricted stock | Nov 16, 2023 (grant); vests Dec 8, 2024 | $200,000 in Class A common stock | Not disclosed | Fully vested Dec 8, 2024 . |
| Annual bonus (FY2024) – RSUs | Awarded after FY2024 | 91,912 RSUs | Not disclosed | Vested in Feb 2025 . |
| Sign‑on stock options (NQ) | Nov 16, 2023 | 100,000 options @ $4.97; 10‑yr term (exp. Nov 16, 2033) | Not applicable | Vests 1/3 each on Nov 16, 2024; Nov 16, 2025; Nov 16, 2026 (33,333 vested; 66,667 unvested as of 12/31/24) . |
| 2023 SCT option grant value | 2023 | $455,470 (grant‑date fair value) | Not applicable | Accounting value disclosure per Topic 718 . |
Notes
- The company is an EGC and provides limited CD&A detail; specific bonus metrics, targets, and weightings for FY2024 were not disclosed .
- No PSU/TSR program is disclosed for the CEO; equity has been delivered via time‑based RS/RSUs and options to date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 156,641 Class A shares; 1.1% of outstanding; “<1%” voting power . |
| Vested vs. unvested | 33,333 options exercisable; 66,667 unexercisable (as of 12/31/24) . |
| Option strike/expiry | $4.97; expires Nov 16, 2033 . |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging of company stock . |
| Ownership guidelines | Not disclosed for executives in the proxy . |
Implications for selling pressure and liquidity windows:
- Vesting and potential liquidity events around Nov 16, 2025 and Nov 16, 2026 (option tranches) and February 2025 (FY2024 RSU vest) . Anti‑pledging reduces margin‑call risk .
Employment Terms
| Term | Provision |
|---|---|
| Start date / role | CEO since Nov 16, 2023; Director since Mar 2023 . |
| Employment status | At‑will . |
| Severance | If terminated without cause, or upon Change in Control, and not placed in an acceptable role at an Atlas affiliate, six months of base salary (subject to release) . |
| Change‑of‑control | Eligible for severance upon CoC (as above); plan defines “Change in Control” and permits award acceleration/cash‑out at administrator discretion . |
| Clawback/forfeiture | Awards subject to recoupment under law/listing rules; forfeiture for covenant breaches, cause, or detrimental conduct . |
| Non‑compete / non‑solicit | Not specifically disclosed in the proxy for the CEO . |
Board Governance and Service (Director)
- Service history and roles: Director since March 2023; CEO since Nov 2023; Board Chair is separate (Chairman: Timothy Fazio) .
- Committee roles: Member of the Affiliate Transaction Committee (with Neuscheler and Rogers) .
- Independence/structure: GREE is a “controlled company” under Nasdaq rules; majority independence not required; 5 of 10 directors are independent as of the 2025 proxy .
- Core committees:
- Audit Committee: Neuscheler (Chair), Lowe, Fearn – all independent; Audit Committee met 5 times in 2024 .
- Compensation Committee: Fazio (Chair), Krug, Lay; as a controlled company, committee may include non‑independent directors .
- Executive sessions: Independent directors meet at least twice per year in executive session .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024 .
- Director compensation: CEO does not receive non‑employee director retainers; partial director cash fee of $15,833 disclosed for 2023 prior to becoming CEO .
Performance & Track Record (context under Kovler’s tenure)
- Capital structure/debt: 2026 notes reduced to $44.6M via exchanges and tender by Q2’25; cash tender oversubscribed 100% .
- Q2’25 operating/financials: Revenue $12.9M; net loss $4.1M; EBITDA loss $0.2M; adjusted EBITDA +$0.4M; 110 BTC produced; no equity sales under ELOC in Q2’25 .
- Strategic actions: Announced Mississippi site purchase (target 44 MW by July 2026) and sale of a 7.5 MW facility; progressing toward SC property sale; exploring strategic alternatives to maximize value; fleet efficiency improved to 23.6 J/TH .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 CEO total comp $534,147 with stock awards ($143,590) and no cash bonus; equity is a meaningful portion of pay in 2023–2024, including sign‑on equity and options .
- Shift to RS/RSUs: Sign‑on restricted stock and 2024 bonus paid in RSUs that vested rapidly (Feb 2025), which lowers performance risk vs. options; option overhang remains via 100,000 NQ options .
- Target bonus construct: Up to 50% of base; specific performance metrics/weightings not disclosed (limits pay‑for‑performance transparency) .
- Governance overlays: Clawback and anti‑hedging/pledging policies are in place (alignment positive) .
Risk Indicators & Red Flags
- Single‑trigger CoC severance (with Atlas placement exception) can reward transaction completion without termination, a shareholder‑unfriendly design relative to double‑trigger market norms .
- EGC status: No say‑on‑pay yet and reduced executive compensation disclosures, limiting external accountability on pay-for-performance .
- Controlled company: Board independence not required to be a majority; Compensation Committee can include non‑independent directors .
- Section 16 compliance: One late Form 4 reported for Kovler in 2024 period (process oversight flag) .
- Related party oversight: Affiliate Transaction Committee includes the CEO, which can create perceived conflicts in related‑party reviews (mitigated by committee composition) .
Say‑on‑Pay & Shareholder Feedback
- As an EGC, GREE has not held advisory say‑on‑pay votes and is exempt from certain executive compensation disclosures (e.g., Pay vs. Performance) at this stage .
Compensation Committee Analysis
- 2025 Compensation Committee: Timothy Fazio (Chair), Christopher Krug, Jerome Lay; as a controlled company, not required to be fully independent .
- Responsibilities include CEO pay setting, incentive plan administration, and goal setting; one meeting held in 2024 (committee activity disclosure) .
Director Compensation (for context)
- Non‑employee director cash retainers increased to $40,000 for Board service (from $30,000 in 2024), $20,000 for Vice Chair, and $10,000 for Audit Chair, effective Jan 1, 2025 .
- CEO (employee director) receives no director compensation .
Investment Implications
- Alignment and near‑term supply: Large time‑based equity vests (Dec 2024; Feb 2025) have already occurred; remaining option tranches vest Nov 2025 and Nov 2026, creating potential trading supply windows, though anti‑pledging reduces forced selling risk .
- Incentive design: Absence of disclosed performance metrics/weightings for the CEO’s annual bonus and use of time‑based RS/RSUs temper pay‑for‑performance rigor; options provide longer‑dated upside alignment .
- Retention risk/economics: Cash severance economics are modest (6 months), but equity vesting cadence and ongoing option tranches support retention; single‑trigger CoC severance is a governance risk to monitor around strategic alternatives .
- Governance quality: Controlled company and EGC status reduce external checks (no majority independent Board requirement and no say‑on‑pay), elevating the role of independent directors and committee processes; independent Audit Committee and anti‑hedging/pledging/clawback policies are positives .
- Execution track record: Early tenure has emphasized balance sheet actions (debt reduction) and operational steps (efficiency, site optimization); watch for sustainable revenue/EBITDA improvement as markets evolve .
Appendix: Selected Quantitative Disclosures
Summary Compensation (CEO)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 350,000 | — | 143,590 | — | 40,557 | 534,147 |
| 2023 | 33,654 | 14,384 | — | 455,470 | 3,746 | 507,254 |
Outstanding Equity (CEO) as of 12/31/2024
| Instrument | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock options | 33,333 | 66,667 | 4.97 | 11/16/2033 |
Beneficial Ownership (CEO)
| Holder | Class A Shares | Class B Shares | % Ownership | % Voting Power | Notes |
|---|---|---|---|---|---|
| Jordan Kovler | 156,641 | — | 1.1% | <1% | Includes 33,333 underlying options exercisable within 60 days . |
Governance Snapshot
- Independent directors (2025 proxy): 5 of 10; controlled company exemption applies .
- Audit Committee (independent): Neuscheler (Chair), Lowe, Fearn; 5 meetings in 2024 .
- Compensation Committee: Fazio (Chair), Krug, Lay (controlled company flexibility) .
- Independent director executive sessions: at least twice per year .
- Anti‑hedging/anti‑pledging policy in place .
- Clawback provisions in equity plan .
- Late Section 16 filing: one late Form 4 for CEO in 2024 period .