Kenneth Fearn

About Kenneth Fearn

Kenneth Fearn (age 59) is an independent director of Greenidge Generation Holdings Inc. (GREE) appointed as part of the board’s April 17, 2025 refreshment; he brings over 30 years of investing, finance, and M&A experience, including founding Integrated Capital LLC and prior roles at Maritz, Wolff & Co., McKinsey & Company, and J.P. Morgan. He holds a BA (UC Berkeley) and an MBA (Harvard Business School) . The board has determined Mr. Fearn is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Board tenure and role: Director since April 17, 2025 (board refresh) .
• Independence: Board determined Mr. Fearn independent (one of five independent directors) .
• Committee assignments: Audit Committee member; Audit Chair is Michael Neuscheler; other members Timothy Lowe and Kenneth Fearn .
• Committee expertise: All Audit members meet Nasdaq financial literacy/sophistication; Audit Committee financial expert is Neuscheler .
• Other board committees: Compensation Committee (Fazio—Chair, Krug, Lay); no standing Nominating/Gov committee given “controlled company” status .
• Executive sessions: Independent directors meet in executive session at least twice per year .
• Attendance: Board met 4 times in 2024; each then-serving director attended ≥75% of board/committee meetings. Only one director attended the 2024 annual meeting (Mr. Fearn joined in 2025; not covered by 2024 attendance) .
• Controlled company: Atlas-controlled; not required to have majority independent board or independent-only committees .

Fixed Compensation

Director cash retainer framework and 2024 board fee context.

• Standard non-employee director cash retainer increased by $10,000 effective Jan 1, 2025 to $40,000; Vice Chair fee $20,000; Audit Chair fee $10,000 .
• For 2024, board disclosed only cash fees for directors; no stock or options for directors were granted (see table below). Mr. Fearn was appointed in April 2025, so no 2024 fees for him .

Board fees actually paid in 2024 (illustrative of structure at that time):

Notes: Mr. Fearn had no 2024 compensation at GREE (appointed April 2025) .

Performance Compensation

• Non-employee directors: No equity retainer or performance-based compensation for directors disclosed for 2024; compensation consisted of cash retainers/committee fees .
• No director performance metrics or vesting schedules disclosed (applies to directors; executive equity/metrics are under the 2021 Equity Incentive Plan, not director retainers) -.

Other Directorships & Interlocks

No interlocks with GREE suppliers/customers disclosed in the proxy for Mr. Fearn -.

Expertise & Qualifications

• Finance and audit: Former CFO (Maritz, Wolff & Co.), Audit Committee experience; meets Nasdaq audit committee financial literacy requirements at GREE .
• Strategy and operations: McKinsey Fortune 200 strategy work; J.P. Morgan M&A; founder/operator in PE real estate .
• Education: BA Political Science (UC Berkeley); MBA (Harvard Business School) .

Equity Ownership

• Beneficial ownership: No Class A or Class B shares reported as beneficially owned by Mr. Fearn as of the April 25, 2025 record date (table lists “—” for his holdings) .
• Anti-hedging/pledging: Company prohibits hedging and pledging/margin of company stock for directors and employees .

Context: Atlas-affiliated entities control 24.6% of outstanding shares and 70.4% of voting power via Class B super-voting stock as of the record date .

Insider Trades

• Section 16(a) compliance disclosures for FY2024 cite certain late Form 4s for company officers (not including Mr. Fearn, who joined in 2025); no insider transactions for Mr. Fearn are disclosed for FY2024 in the proxy .
• Monitor 2025–2026 Form 3/4 filings following his April 2025 appointment.

Related-Party Exposure and Conflicts

• Controlled company: Atlas Holdings controls 70.4% of voting power; can elect a majority of directors .
• Affiliate transactions: (i) Letters of credit/Equity Interest Payment Agreement with Atlas—company pays Atlas via Class A shares for L/C extension and interest; (ii) Mississippi property acquisition from an Atlas portfolio company for $1.45M (Columbus facility) .
• Conflict oversight: Affiliate Transaction Committee (Kovler, Neuscheler, Rogers) reviews related-party dealings; Mr. Fearn is not on this committee .

Governance Assessment

• Positives:

  • Independent appointment in April 2025 as part of board refresh; brings public company audit chair experience (BHR) and deep finance/M&A background conducive to Audit Committee oversight .
  • Audit Committee membership with financial literacy affirmed; independent executive sessions at least twice yearly; anti-hedging/pledging policy .

• Watch items:

  • No disclosed share ownership by Mr. Fearn as of record date—skin-in-the-game alignment to be monitored as he onboards .
  • Board is a “controlled company” (Atlas 70.4% voting power), with no standing Nominating/Gov committee and a Compensation Committee that need not be fully independent; this elevates conflict and independence risk, mitigated in part by an Affiliate Transaction Committee .
  • Director compensation moved to a higher fixed cash retainer in 2025 (+$10k), with no equity retainer disclosed—potentially weaker alignment for directors (including Mr. Fearn) if no ownership develops .
  • Related-party transactions with Atlas (letters of credit share payments; property purchase) require ongoing scrutiny; Mr. Fearn is not on the Affiliate Transaction Committee overseeing these .
  • Only one director attended the 2024 annual meeting; although Mr. Fearn was not on the board then, general engagement optics should be tracked .
  • As an Emerging Growth Company, GREE does not hold Say-on-Pay votes and provides reduced compensation disclosure—limits shareholder feedback mechanisms .

• RED FLAGS:

  • Controlled company with significant related-party transactions involving the controller (Atlas) .
  • Absence of a standing nominating/governance committee; compensation committee not required to be independent .
  • No disclosed director equity ownership for Mr. Fearn as of record date .