Amy Wilkinson
About Amy Wilkinson
Amy Wilkinson (age 52) is an independent director of Hut 8 and currently chairs the Nominating & Governance Committee and serves on the Compensation & Talent Development Committee. She joined the Hut 8 board at the closing of the Business Combination (Nov 30, 2023) after serving on the board of US Bitcoin Corp since Aug 2022. She is CEO of Ingenuity Corporation (since Jan 2017) and a Lecturer in Management at Stanford GSB (since May 2015); prior roles include White House Fellow and Special Assistant to the USTR (2004–2007), Senior Fellow at Harvard Kennedy School (2009–2015), Kauffman Foundation Grantee (2013–2015), and strategy/M&A roles at McKinsey and J.P. Morgan. She holds BA and MA from Stanford and an MBA from Stanford GSB, and was named to the 2024 NACD Directorship 100.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House (USTR) | White House Fellow & Special Assistant | 2004–2007 | Trade and policy execution |
| Harvard Kennedy School | Senior Fellow | 2009–2015 | Research in public policy/innovation |
| Kauffman Foundation | Grantee (High Growth Entrepreneurs) | 2013–2015 | Entrepreneurship research |
| McKinsey & Company | Strategy Consultant | Not disclosed | Corporate strategy advisory |
| J.P. Morgan | M&A Banker | Not disclosed | Corporate finance/M&A execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingenuity Corporation | Chief Executive Officer (Founder) | Jan 2017–present | Advises Fortune 500s on innovation |
| Stanford Graduate School of Business | Lecturer in Management | May 2015–present | Teaching leadership/innovation |
| INNOVATE Corp. | Director | Aug 2022–present | Audit Committee; Compensation Committee |
| NACD | Directorship 100 Honoree | 2024 | Governance leadership recognition |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compensation & Talent Development; not on Audit Committee. Compensation Committee: Shattuck (Chair), Rickertsen, Wilkinson; Nominating & Governance: Wilkinson (Chair), O’Neal, Tai. Audit Committee: Flinn (Chair), O’Neal, Shattuck.
- Independence: Determined independent under Nasdaq/TSX rules; independent directors include Wilkinson, Tai, O’Neal, Shattuck, Rickertsen, Flinn.
- Attendance: Board met 13 times in 2024; each incumbent director attended ≥75% of board and committee meetings on which they served.
- Leadership/structure: Independent Chair (William Tai); independent director executive sessions occur as required.
- Key governance policies: Insider Trading Policy prohibits hedging/pledging; Clawback Policy adopted Nov 2023; double-trigger change-in-control equity vesting in the plan; no repricing; director equity limits.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $0 | All non-employee directors elected 100% equity in lieu of cash in 2024 |
| Stock awards (RSUs) | $387,186 | Aggregate grant-date fair value in 2024 |
| Other compensation | $10,298 | Director continuing education reimbursement |
Detail of RSU grants:
| Grant Date | RSUs Granted | Grant-Date Value | Vesting |
|---|---|---|---|
| Mar 26, 2024 | 17,633 | $174,215 | Vested on date of 2024 Annual General Meeting |
| Aug 12, 2024 | 18,698 | $212,971 | Will vest on date of the Annual Meeting (June 18, 2025) |
Director plan limits and design:
- Non-employee director annual cap $750,000; exception up to $1,000,000 in extraordinary circumstances.
- Amended 2023 Plan removes evergreen, adds fixed share reserve, and maintains double-trigger CIC vesting and no share recycling/repricing.
Performance Compensation
| Metric Category | Performance Link | Disclosure |
|---|---|---|
| Director equity | None (time-based RSUs) | No performance metrics tied to director RSUs disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| INNOVATE Corp. | Director | Audit; Compensation | Compensation committee interlocks: none involving HUT executive officers in FY2024. |
Expertise & Qualifications
- Innovation and entrepreneurship expertise (CEO of Ingenuity; Lecturer at Stanford GSB; NACD Directorship 100).
- Public policy and international trade experience (White House Fellow/Special Assistant to USTR).
- Finance and strategy background (McKinsey; J.P. Morgan M&A).
- Education: BA, MA (Stanford); MBA (Stanford GSB).
Equity Ownership
| Holder | Shares Held | RSUs vesting ≤60 days (from Apr 23, 2025) | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Amy Wilkinson | 263,438 | 18,698 | 282,136 | <1% |
Ownership alignment and policies:
- Director stock ownership guideline: 3x annual cash retainer; compliance within 5 years of Nov 2023 adoption; selling restrictions until guideline met.
- Anti-hedging/pledging policy: prohibited for directors.
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance and sits on Compensation; strong attendance culture (≥75% for all); robust policies (clawback; anti-hedging/pledging; double-trigger CIC vesting; director compensation cap); directors elected to take 100% equity in 2024, aligning interests.
- Potential watch items: No explicit disclosure of individual compliance with ownership guidelines yet (five-year window from Nov 2023); RSU-only director compensation avoids performance linkage but maintains alignment via equity; related-party transactions reviewed—none disclosed involving Wilkinson.
Insider Trades
| Period | 10b5-1 Trading Arrangements | Notes |
|---|---|---|
| Q3 2025 | None adopted/modified/terminated by officers or directors | Company Item 408(a) disclosure |
Note: August 2024 option vesting acceleration applied to three non-employee directors (not including Wilkinson); Wilkinson’s holdings show no stock options.
Compensation Committee Analysis
- Composition: Shattuck (Chair), Rickertsen, Wilkinson—all independent and meet Rule 16b-3 and 162(m) requirements.
- Consultants: PayGovernance (2023) and Compensia (late 2024) engaged; committee determined independence/no conflicts.
- Peer inputs: Considered a peer set including Applied Digital, Bitfarms, Cipher, CleanSpark, Core Scientific, MARA, Riot, TeraWulf; aimed for lower/mid fixed pay with heavy at-risk components for executives.
- Committee report: Signed by Shattuck, Rickertsen, Wilkinson.
Related Party Transactions
- Policy requires Audit Committee review/approval; director indemnification agreements in place; no related-party transactions disclosed involving Wilkinson.