Carl J. (Rick) Rickertsen
About Carl J. (Rick) Rickertsen
Age 65; independent director of Hut 8 Corp. since the Business Combination (Nov 30, 2023) and previously a director of Legacy Hut since Dec 2021. Managing Partner at Pine Creek Partners LLC since Jan 2004; formerly Managing Partner at Thayer Capital Partners (1994–2004), where he founded three PE funds totaling over $1.4B. Education: B.S., Stanford University; MBA, Harvard Business School; published author. Determined independent under Nasdaq/TSX rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pine Creek Partners LLC | Managing Partner | Jan 2004–present | Private equity leadership |
| Thayer Capital Partners | Managing Partner | Sep 1994–Jan 2004 | Founded three PE funds totaling >$1.4B |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| MicroStrategy Incorporated | Director | Oct 2002–present | Chair, Compensation; Member, Audit |
| Magnera Corporation | Director | Oct 2024–present | Chair, Audit; Member, Compensation |
| Berry Global Inc. | Director | Jan 2013–Nov 2024 | Audit and Compensation Committees |
| Apollo Senior Floating Rate Fund Inc. | Director | 2011–Jan 2024 | Audit Committee |
| Apollo Tactical Income Fund Inc. | Director | 2013–Jan 2024 | Audit Committee |
Board Governance
- Committees at HUT: Member, Compensation and Talent Development Committee (with Mayo A. Shattuck III as Chair and Amy Wilkinson). Not on Audit (Flinn, O’Neal, Shattuck) or Nominating & Governance (Wilkinson, O’Neal, Tai).
- Independence: Board determined Rickertsen is independent; non-independent directors are limited to the CEO and CSO.
- Attendance and engagement: Board met 13x in 2024; committees met (Audit 4x, Compensation 5x, Nominating 3x). Each incumbent director attended ≥75% of board and committee meetings.
- Board leadership and executive sessions: Independent Chair (William Tai); independent directors meet without management as required.
- Policies: Anti-hedging/anti-pledging insider trading policy; formal Related Person Transactions policy; codified committee charters and Corporate Governance Principles.
- Compensation committee interlocks: None involving HUT executives.
Fixed Compensation
| Element | 2024 Amount/Detail |
|---|---|
| Director compensation mix | Elected to receive 100% of director compensation as equity in lieu of cash. |
| Stock awards (RSUs) – grant detail | 16,496 RSUs granted Mar 26, 2024 (grant date value $162,981); 17,491 RSUs granted Aug 12, 2024 (grant date value $199,223). March RSUs vested at the 2024 AGM; August RSUs vest on the June 18, 2025 Annual Meeting. |
| Total 2024 director stock awards | $362,204. |
| Non-employee director compensation limit | Plan caps total annual compensation (cash + equity) at $750,000; exceptions up to $1,000,000 in extraordinary circumstances. |
Performance Compensation
| Performance-based components | Metrics | Vesting/Measurement |
|---|---|---|
| None disclosed for non-employee directors | — | RSUs are time-based and not tied to explicit performance metrics. |
Other Directorships & Interlocks
- MicroStrategy (Bitcoin treasury and business intelligence) directorship and compensation/audit leadership roles position Rickertsen in the digital asset ecosystem; no HUT-related party transactions disclosed with MicroStrategy.
- Additional public company experience across energy, industrials, and closed-end funds (audit-heavy roles).
Expertise & Qualifications
- Private equity fund formation and leadership (>$1.4B across Thayer funds), multi-sector board oversight, and audit/compensation governance expertise. Education at Stanford (BS) and Harvard Business School (MBA).
Equity Ownership
| Beneficial Ownership (as of Apr 23, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 50,735; under 1% of shares outstanding (104,166,843). |
| Components | 16,748 DSUs redeemable within 60 days; 17,491 RSUs vesting within 60 days; 16,496 shares held. |
| Ownership guidelines | Non-employee directors must hold ≥3x annual cash retainer within 5 years of Nov 2023 adoption; unvested RSUs and earned PSUs count; restricted sales until guideline met. |
| Hedging/pledging | Prohibited under insider trading policy, supporting alignment. |
Governance Assessment
- Positives:
- Independent director with deep compensation and audit committee experience; actively serves on HUT’s Compensation & Talent Development Committee, enhancing pay oversight.
- 100% equity-based director pay in 2024 (RSUs), plus stock ownership guidelines; anti-hedging/pledging policy—strong alignment signals.
- Consistent meeting attendance (≥75%) and structured committee governance.
- Watch items / potential red flags:
- Company-level material weaknesses in internal controls (deferred tax provision for Bitcoin and complex accounting transaction review) disclosed for 2024; while Rickertsen is not on the Audit Committee, remediation effectiveness remains a governance focal point.
- Sector interlock sensitivity: MicroStrategy role within the Bitcoin ecosystem could raise perceived conflicts if transactions arise; none disclosed by HUT to date.
Overall: Rickertsen brings robust compensation and audit governance expertise with high equity alignment. Continued monitoring of internal control remediation and any future related-party exposures in the digital asset ecosystem is warranted.