Mayo A. Shattuck III
About Mayo A. Shattuck III
Independent director at Hut 8 Corp. (HUT) since the business combination; age 70. Former Chairman of Exelon (2012–2022; Executive Chairman 2012–2013) and Chairman/President/CEO of Constellation Energy (2001–2012), following senior roles at Deutsche Bank (Chairman/CEO Deutsche Banc Alex. Brown; Global Head of Investment Banking and Private Banking). Education: BA Williams College; MBA Stanford Graduate School of Business. Current public boards include Gap Inc. (Board Chair, since 2002) and Capital One Financial Corporation (since 2003). At HUT, he chairs the Compensation & Talent Development Committee and serves on the Audit Committee, designated as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon | Chairman; Executive Chairman | Chairman Feb 2012–Apr 2022; Executive Chairman Mar 2012–Feb 2013 | Energy industry leadership; oversight across nuclear and utility operations |
| Constellation Energy | Chairman, President & CEO | Oct 2001–Feb 2012 | Led wholesale/retail power marketing and merchant generation businesses |
| Deutsche Banc Alex. Brown / Deutsche Bank | Chairman & CEO; Global Head of IB; Global Head of Private Banking | Prior to 2001 | Senior financial services leadership |
| Institute of Nuclear Power Operations | Chairman of the Board | While at Constellation/Exelon | Nuclear safety/operations governance |
| Edison Electric Institute; Nuclear Energy Institute | Executive Committee Member | While at Constellation/Exelon | Industry policy leadership |
| CSIS Commission on Nuclear Policy; Council on Competitiveness | Co-Chair; Executive Committee Member | While at Constellation/Exelon | National policy engagement |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Gap Inc. | Board Chair | 2002 | Current public company directorship |
| Capital One Financial Corp. | Director | 2003 | Current public company directorship |
Board Governance
- Independence: Determined independent under Nasdaq/TSX rules; committee independence confirmed, including heightened standards for Audit and Compensation committees .
- Committee assignments: Chair, Compensation & Talent Development Committee; Member, Audit Committee; Audit committee financial expert designation .
- Attendance and engagement: Board met 13 times in 2024; Audit met 4; Compensation & Talent met 5; Nominating & Governance met 3; all incumbent directors attended ≥75% of applicable meetings .
- Board leadership: Independent Chair (William Tai); independent directors meet without management before/after regularly scheduled meetings as required .
- Risk oversight: Audit oversees ERM, financial exposures and cybersecurity; Compensation reviews compensation-related risks; Nominating & Governance oversees governance risks .
- Policies supporting governance quality: Code of Business Conduct and Ethics; Clawback Policy adopted Nov 2023; Insider Trading Policy prohibits hedging/pledging .
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| 2024 Director Compensation – Stock Awards ($) | $405,919 |
| 2024 Director Compensation – Total ($) | $405,919 |
| Cash fees | All non-employee directors elected to receive 100% of director compensation as equity in 2024 |
| Non-employee director annual limit | $750,000 aggregate; Administrator may allow up to $1,000,000 in extraordinary circumstances |
| RSU Grants (Director) | Grant Date | RSUs | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU | Mar 26, 2024 | 18,487 | $182,652 | Vested on date of 2024 Annual General Meeting |
| Annual RSU | Aug 12, 2024 | 19,602 | $223,267 | Will vest on date of 2025 Annual Meeting (Jun 18, 2025) |
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Performance-based equity (PSUs) | No | Director awards disclosed as RSUs; no performance conditions disclosed |
| Meeting fees/bonus metrics | Not disclosed | No director meeting fees or performance metrics disclosed |
Other Directorships & Interlocks
| Entity | Role | Possible Interlock/Conflict with HUT |
|---|---|---|
| Gap Inc. | Board Chair | None disclosed in related party transactions |
| Capital One Financial Corp. | Director | None disclosed in related party transactions |
Compensation Committee interlocks: Company discloses no interlocks/insider participation that would raise conflicts for HUT’s Compensation & Talent Development Committee .
Expertise & Qualifications
- Energy infrastructure leadership (Exelon, Constellation) and financial services oversight (Deutsche Bank); audit committee financial expert designation .
- Education: BA (Williams College); MBA (Stanford GSB) .
- Public company board leadership: Gap Inc. Board Chair; Capital One director .
Equity Ownership
| Ownership Component | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 338,797 | Less than 1% of shares outstanding |
| Common shares held | 73,390 | Direct holdings |
| RSUs vesting within 60 days | 19,602 | Included in beneficial ownership |
| Options exercisable within 60 days | 245,805 | Included in beneficial ownership |
| Shares outstanding (reference) | 104,166,843 | As of Apr 23, 2025 |
| Hedging/pledging | Prohibited by policy | Insider Trading Policy bans hedging/pledging |
| Stock ownership guideline | 3x annual cash retainer for non-employee directors | Five-year compliance window from Nov 2023 adoption |
Governance Assessment
- Strengths: Independent director; chairs Compensation & Talent Development Committee; Audit Committee member and financial expert; ≥75% attendance; equity-only director pay in 2024 aligning interests; anti-hedging/pledging and clawback policies in place .
- Potential red flags: Multiple external board commitments (Gap Inc. Chair; Capital One director) may constrain bandwidth; however, no related party transactions or conflicts disclosed with HUT. Prior company-level material weaknesses in ICFR noted and addressed with auditor change; as Audit Committee member, heightened oversight remains prudent .
- Compensation governance: Non-employee director compensation capped; no repricing or evergreen features; double-trigger change-in-control vesting; clawbacks applied—shareholder-friendly constructs .