Michael Ho
About Michael Ho
Michael Ho, age 31, is Chief Strategy Officer and a director of Hut 8 Corp., serving since the November 30, 2023 business combination of Legacy Hut and USBTC; he previously was CEO and Chairman of USBTC from inception in December 2020 until the combination . Hut 8 reported FY2024 net income of $331.4 million and Adjusted EBITDA of $555.7 million, with company TSR of 195 (indexed to $100 from Dec 4, 2023), reflecting strong performance in the transformation year under co-founder leadership (Ho and CEO Genoot) . He is classified as a non-independent director due to his executive role; the Chair (William Tai) is independent, and the CEO and Chair roles are separated .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Data Mining Group, Inc. (“USBTC”) | Chief Executive Officer; Chairman of the Board | Dec 2020 – Nov 30, 2023 | Co-founded and led large-scale digital asset mining; structured financings; scaled turnkey mining facilities . |
| Vancouver Motorcars Ltd. (Advant Automotive Inc.) | Chief Executive Officer | Jan 2012 – Apr 2015 | Operated automotive business; early leadership experience . |
| MKH International Ltd. | Chief Executive Officer | Jul 2015 – Dec 2018 | Specialized in currencies, international trade, structured financings, equity structuring . |
| Digital Asset Mining (independent initiatives) | Founder/operator | 2014 onward; businesses set up in 2017 | Procured, managed, sold turnkey mining facilities; extensive mining sector execution . |
External Roles
- No external public company board roles or committee positions for Michael Ho are disclosed in the proxy .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary (USD) | $490,000 | Increased at business combination to reflect U.S. public company scope . |
| Target Bonus % of Base | 100% | Target increased to 100% of base in 2024 (from 80%) . |
| Target Bonus Amount | $490,000 | — |
| Actual Bonus Paid | $980,000 (200% of target) | Committee determined exceptional performance in 2024 . |
| All Other Compensation | $26,480 (YPO dues for 2023–2024) | YPO dues reimbursement per employment terms . |
| Payment Status | Company notes Ho’s 2024 base salary and 2024 annual bonus have not yet been paid . |
Performance Compensation
| Incentive Type | Grant Date | Shares/Units | Metric & Thresholds | Payout Curve | Vesting | Notes |
|---|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | Mar 26, 2024 | 481,348 target PSUs | Highest 20-Day VWAP during performance period vs grant-date 20-Day VWAP: < $12.47 = 0%; $12.47–$16.62 = 100%; ≥ $16.62 = 200% | 0% / 100% / 200%; no interpolation | Cliff vest approx three years from grant; performance period Mar 26, 2025–Mar 26, 2027; if earned, settle Mar 26, 2027 | PSUs constituted 100% of his 2024 LTI awards (value $8,635,384) . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 6,326,412 shares . |
| Ownership % of Outstanding | 6.1% (based on 104,166,843 shares outstanding as of Apr 23, 2025) . |
| Unvested Equity | 481,348 target PSUs (MV $9,862,821 at $20.49 closing price on 12/31/2024) . |
| Options (Exercisable/Unexercisable) | None disclosed for Ho in 2024 outstanding awards table . |
| Hedging/Pledging | Company insider trading policy prohibits hedging and pledging (subject to certain exceptions) . |
| Stock Ownership Guidelines | Executives: 3x annual base salary; 5 years to comply; holding requirement limits sales to ≤50% of net shares until compliant . |
| Director Compensation as Employee Director | No additional director compensation in 2024 . |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement & Term | Executive Employment Agreement dated Nov 30, 2023; indefinite term until terminated per agreement . |
| Cash Compensation Provisions | Base salary $490,000; target bonus 100% of base from 2024; eligibility for equity; perquisites similar to peers . |
| Severance – Qualifying Termination (without cause/for good reason) | Cash severance $882,000 (salary + target bonus over 12 months or lump sum at company option), continued benefits for statutory notice period and group health/dental thereafter; equity treated per LTIP terms (prorated PSUs) . |
| Change-in-Control | Double-trigger: upon termination within 12 months of a change in control, full acceleration; PSUs deemed at greater of target or actual performance . |
| Clawback | Dodd-Frank compliant policy adopted Nov 2023; 3-year recovery lookback for incentive comp on restatement . |
| Insider Trading & Holding | Policy prohibits hedging and pledging; formal holding requirements per ownership guidelines . |
Board Governance
- Board Service: Director since the business combination (Nov 30, 2023); currently one of eight directors .
- Independence: Not independent due to executive officer role .
- Committees: Not listed as a member of Audit, Compensation & Talent Development, or Nominating & Governance; those committees are composed of independent directors (chairs: Flinn—Audit; Shattuck—Comp & Talent; Wilkinson—Nominating) .
- Board Leadership: Independent Chair (William Tai); CEO and Chair roles separated .
- Attendance: Board held 13 meetings in 2024; all incumbent directors attended ≥75% of board and committee meetings .
Director Compensation (for Michael Ho)
| Item | 2024 |
|---|---|
| Additional Director Compensation (Cash/Equity) | None; employee directors did not receive additional compensation . |
Compensation Peer Group (Benchmarking reference)
- Applied Digital, Bitfarms, Cipher Mining, CleanSpark, Core Scientific, MARA Holdings, Riot Platforms, TeraWulf; used for market context (targeting 25–50% of peers on fixed comp; heavier emphasis on at-risk pay) .
Compensation Structure Analysis
- Heavy pivot to PSUs: 100% of Ho’s 2024 LTI in PSUs with stringent stock-price hurdles and three-year cliff vest—heightens alignment and retention vs. options/RSUs .
- No stock options granted to NEOs in 2024; company states no current plan to grant options to NEOs—reduces repricing risk and potential near-term exercise selling .
- Discretionary annual cash incentive in 2024 due to transition year; committee applied outcomes-based judgment given integration and strategy shift .
- Governance protections: double-trigger CIC vesting; clawback; anti-hedging/pledging; ownership and holding requirements .
Risk Indicators & Red Flags
- Double-trigger acceleration mitigates single-trigger concerns; however, large PSU cliff vesting March 26, 2027 could create concentrated selling pressure if 100–200% payout is achieved .
- Hedging/pledging prohibited by policy—reduces misalignment risk; no pledging disclosed for Ho .
- Company disclosed material weaknesses in ICFR related to deferred taxes on Bitcoin and complex accounting for BITMAIN purchase agreement; remediated oversight in progress—investors should monitor execution and control remediation (company-level disclosure) .
Performance & Track Record
- 2024 outcomes highlighted: energy cost per MWh reduced ~30% and gross margin per Bitcoin mined improved ~8 points from Q4’23 to Q4’24; expanded power origination pipeline (capacity under exclusivity to ~2,800 MW; under diligence to ~12,000 MW) . Institutional ownership rose from ~12% (Q1’24 end) to ~55% (YE’24) . Strategic initiatives include BITMAIN hosting and fleet upgrade, Anchorage debt-to-equity conversion, $150M Coatue strategic investment for AI infra, Highrise AI launch, ATM and buyback programs . Company TSR indexed at 195 for 2024 with Adjusted EBITDA $555.7M and net income $331.4M .
Equity Vesting & Potential Selling Pressure
| Event | Date | Shares/Units | Notes |
|---|---|---|---|
| PSU Performance Period Start | Mar 26, 2025 | 481,348 target PSUs | Performance measured by highest 20-day VWAP through Mar 26, 2027 . |
| PSU Performance Period End | Mar 26, 2027 | — | 0%/100%/200% outcomes; no interpolation . |
| PSU Cliff Vest/Settlement (if earned) | Mar 26, 2027 | Earned PSUs vest/settle | Concentrated vest date may drive supply; policy holding requirements apply . |
Investment Implications
- Alignment: Ho’s meaningful ownership (6.1%) and 100% PSU LTI with multi-year performance and cliff vesting signal strong alignment with long-term value creation; anti-hedging/pledging and ownership/holding policies further reinforce alignment .
- Retention and Execution Risk: The structure emphasizes retention through March 2027; execution on power-first strategy and control remediation are key watch items; discretionary cash awards in 2024 reflected transformational outcomes but reduce forward visibility on annual incentive calibration .
- Trading Signals: Monitor the PSU performance track versus $12.47/$16.62 VWAP thresholds; potential incremental supply around March 2027 vesting if performance triggers are met; absence of options for Ho lowers near-term exercise-related selling pressure .
- Governance: Dual-role (executive + director) with independent Chair and committee-only independent composition mitigates independence concerns; no director pay for employee-directors reduces potential conflicts .