Joseph Flinn
About Joseph Flinn
Independent director of Hut 8 Corp.; age 60; Hut 8 Corp. board member since the Business Combination (Nov 30, 2023) and previously a director of Legacy Hut since August 2018. Career finance operator with transportation and food distribution experience (CFO, Seaboard Transportation Group; President, Clarke Transportation Group; CFO and President roles at Sysco Canada). Holds a Bachelor of Commerce from Saint Mary’s University; Chartered Professional Accountant; ICD.D designation; determined by the board to be independent under Nasdaq/TSX rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seaboard Transportation Group | Chief Financial Officer | Mar 2019–present | Senior finance leadership |
| Clarke Transportation Group | President | Mar 2017–Feb 2019 | Led North American shipping/transport operations |
| Sysco Corporation (Sysco Canada/Eastern Division) | CFO (Sysco Canada); President (Eastern Division) | 2008–2015 | Oversaw finance and operational leadership |
| Hut 8 Mining Corp. (Legacy Hut) | Director | Aug 2018–Nov 2023 | Continued as director post Business Combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Seaboard Transportation Group | CFO | Mar 2019–present | Private company (bulk transportation) |
| Public company directorships | — | — | None disclosed in proxy |
Board Governance
- Independence: Independent director under Nasdaq/TSX; board affirmed no relationships impairing independent judgment .
- Committee assignments: Audit Committee Chair; committee members O’Neal and Shattuck; all three deemed audit committee financial experts per Item 407(d)(5) .
- Attendance: Board met 13 times in 2024; Audit (4), Compensation & Talent (5), Nominating & Governance (3). Each incumbent director attended at least 75% of board and committee meetings in 2024 .
- Board leadership and independent sessions: Independent Chair (William Tai); independent directors meet without management before/after regularly scheduled meetings, as required .
- Risk oversight: Audit Committee oversees enterprise risk, cybersecurity, disclosure controls, internal control over financial reporting, internal audit, and major financial risk exposures .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | In 2024, all non-employee directors elected to receive 100% of compensation in equity |
| Stock Awards (Grant-Date Fair Value) | $393,429 | 2024 total RSU grant-date value |
| Option Awards | $0 | No director options granted in 2024; prior replacement options exist (see ownership) |
| Other Compensation | $0 | Not disclosed for Flinn |
Grant detail and vesting:
- RSUs: 17,918 RSUs granted Mar 26, 2024 (grant-date value $177,030); vested at 2024 AGM; 18,999 RSUs granted Aug 12, 2024 (grant-date value $216,399); will vest on the date of the next Annual Meeting .
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| RSU | Mar 26, 2024 | 17,918 | $177,030 | Time-vest; vested at 2024 Annual Meeting; no performance metrics disclosed |
| RSU | Aug 12, 2024 | 18,999 | $216,399 | Time-vest; vests at next Annual Meeting; no performance metrics disclosed |
- Director equity under the 2023 Plan is subject to company-wide clawback policy (adopted Nov 2023) and double-trigger change-in-control vesting; repricing prohibited; hedging/pledging restricted by policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy |
| Committee interlocks | No compensation committee interlocks involving Hut 8 executive officers (company-wide disclosure) |
| Related-party transactions | No director-specific related-party transactions disclosed for Flinn; company’s related person transaction policy requires Audit Committee review/approval |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; designated audit committee financial expert; deep CFO background (transportation/logistics, food distribution), CPA and ICD.D .
- Industry experience: Bulk transportation and distribution operations; corporate finance leadership .
- Governance credentials: Long-standing Hut 8/Legacy Hut board service since 2018; independence affirmed .
Equity Ownership
| Category | Amount | Status/Timing |
|---|---|---|
| Total beneficial ownership | 82,463 | <1% of outstanding shares |
| Common shares held | 11,861 | Held directly |
| RSUs (vesting within 60 days) | 18,999 | Will vest by Annual Meeting |
| DSUs (redeemable within 60 days) | 28,603 | Redeemable per DSU policy |
| Stock options (exercisable within 60 days) | 23,000 | Replacement options; exercisable |
| Ownership guidelines | 3x annual cash retainer for non-employee directors; 5-year compliance window; RSUs/earned PSUs count toward threshold; sale restrictions until met | |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (subject to limited exceptions) |
Governance Assessment
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Strengths: Independent Audit Chair with audit committee financial expert designation; consistent meeting attendance (≥75%); equity-only compensation in 2024 aligns interests; formal clawback; double-trigger CIC vesting; anti-hedging/pledging policy; stock ownership guidelines in place for directors .
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Watch items: Company disclosed material weaknesses in ICFR (deferred tax for Bitcoin in international jurisdiction; complex accounting for BITMAIN miner purchase agreement). As Audit Chair, Flinn’s oversight of remediation is a focal point for investors’ confidence; RCGT’s letter filed; KPMG appointed for FY2025 .
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Conflicts: No related-party transactions disclosed involving Flinn; standard director indemnification and D&O insurance in place .
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Compensation framework limits: Non-employee director total annual compensation capped at $750,000 (equity + cash), up to $1,000,000 in extraordinary cases; no evergreen provision; no repricing; no share recycling .