Victor Semah
About Victor Semah
Victor Semah, 43, has served as Hut 8’s Chief Legal Officer and Corporate Secretary since May 1, 2024. He is a seasoned technology executive and legal team leader, previously guiding Cyxtera Technologies through a carve‑out, spin‑out, go‑public transaction, a Chapter 11 filing (June 2023), and a company sale; concurrently he was a Partner at Medina Capital. He began his career in private practice, most recently as a Shareholder in Greenberg Traurig’s corporate and securities practice. He holds a B.A. from Baruch College and a J.D. from Boston University School of Law .
Hut 8 performance context during his tenure:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD) | $69.958M* | $154.785M* |
| EBITDA ($USD) | $23.914M* | $518.050M* |
| Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cyxtera Technologies (now Centersquare DC) | Chief Legal Officer | 2017–2024 | Led carve‑out acquisition, cybersecurity spin‑out, go‑public, Chapter 11 (June 2023), and sale |
| Medina Capital | Partner | 2017–2024 (concurrent) | Private equity partner; major shareholder of Cyxtera; involved in transformational transactions |
| Greenberg Traurig | Shareholder, Corporate & Securities | Before 2017 | Corporate and securities advisory for technology clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Medina Capital | Partner | 2017–2024 | Private equity investor; concurrent with Cyxtera role |
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| Base Salary (per Employment Agreement) | $375,000 |
| Target Bonus % | 85% of base salary |
| Target Bonus $ | $318,750 |
| Actual Bonus Paid (2024) | $318,750 (100% of target) |
2024 actual compensation:
| Component | FY 2024 Amount ($USD) |
|---|---|
| Salary | $262,501 |
| Bonus | $318,750 |
| Stock Awards (Grant-date fair value) | $1,859,355 |
| Total | $2,440,606 |
Performance Compensation
2024 equity awards and vesting terms:
| Award Type | Grant Date | Number of Units | Grant-Date Fair Value ($USD) | Performance Metrics | Performance Period | Vesting Schedule |
|---|---|---|---|---|---|---|
| RSUs | 05/03/2024 | 81,301 | $672,360 | Time-based | N/A | Vest in 3 equal tranches beginning 05/01/2025 |
| PSUs | 05/03/2024 | 81,301 | $1,186,995 | HUT stock 20-Day VWAP must exceed reference by ≥50% (100% payout) or ≥100% (200% payout); no interpolation | 03/26/2025–03/26/2027 | Eligible PSUs vest 03/26/2027 |
PSU metric detail (2024 grants):
| Metric | Weighting | Target | Actual | Payout Scale | Measurement Window | Vesting |
|---|---|---|---|---|---|---|
| HUT 20-Day VWAP increase vs reference | Not disclosed | +50% (100% eligible) / +100% (200% eligible) | In-progress | 100% or 200% (no interpolation) | Highest 20-Day VWAP during 2-year performance period | 03/26/2027 |
2025 PSUs to certain employees (including CLO):
| Metric | Weighting | Target | Payout Tiers | Measurement Window | Service Period |
|---|---|---|---|---|---|
| Site commercialization energy capacity | Not disclosed [69] | Defined capacity thresholds | 80%, 100%, 300% (linear interpolation between 100% and 300%) [69] | Specified reference period [69] | ~3 years |
| Earnings targets | Not disclosed [69] | Defined earnings levels | 80%, 100%, 300% (linear interpolation) [69] | Specified reference period [69] | ~3 years |
| Subsidiary financing/transaction milestones | Not disclosed [69] | Defined milestone completion | 80%, 100%, 300% [69] | Specified reference period [69] | ~3 years |
Notes:
- Company disclosed 1,114,060 PSUs granted during 9M 2025 to certain employees including the Chief Legal Officer; individual allocations by recipient were not disclosed .
Equity Ownership & Alignment
Beneficial ownership (as of April 23, 2025):
| Holder | Shares Beneficially Owned | Approximate % of Shares Outstanding |
|---|---|---|
| Victor Semah | 27,101 (RSUs redeemable within 60 days) | * (<1%) |
Unvested awards (as of Dec 31, 2024; HUT closing price $20.49):
| Award Type | Unvested Units | Market Value ($USD) |
|---|---|---|
| RSUs | 81,301 | $1,665,858 |
| PSUs (at 100% target) | 81,301 | $1,665,858 |
Ownership policies and trading arrangements:
- Stock ownership guidelines: other executive officers must hold 3x annual base salary; compliance required within five years after becoming subject; must retain at least 50% of net shares from vesting/exercise until guideline met .
- Anti-hedging and pledging: insider trading policies prohibit hedging and pledging of company securities (subject to certain exceptions) ; separate insider trading policy explicitly prohibits hedging .
- 10b5‑1 arrangements: Semah adopted durable sell‑to‑cover instructions on 09/09/2024 for tax withholding on equity vestings; plan remains in place indefinitely unless revoked .
Employment Terms
| Term | Detail |
|---|---|
| Role & Start Date | Chief Legal Officer & Corporate Secretary; effective 05/01/2024 |
| Term & Location | Indefinite term; based in Miami, FL |
| Severance (Qualifying Termination) | Continued base salary and target bonus (paid over 12 months), plus 12 months of COBRA at active employee rates; unpaid prior-year bonus also payable |
| Change‑of‑Control (Double‑Trigger) | If terminated without cause or resigns for good reason within 12 months post‑CoC: full vesting; PSU performance deemed achieved at greater of target and actual |
| Equity Treatment—Other Scenarios | Death/Disability: RSUs fully accelerate; PSUs prorate based on actual performance as of termination date; For cause/voluntary resignation w/o good reason: awards forfeited |
| Non‑compete | 12 months post‑termination; restrictions on competitive engagement and financial interests without Company consent [119] |
| Clawback | SEC/Nasdaq‑compliant clawback policy adopted Nov 2023; recovers excess incentive comp upon required restatements |
Investment Implications
- Pay-for-performance alignment: Semah’s package is equity-heavy with VWAP-based PSUs and multi-year service periods, plus company-wide policies that prohibit hedging/pledging and require retention until ownership guidelines are met—supportive of long-term alignment .
- Vesting and selling pressure: RSUs vest over three years starting 05/01/2025 and PSUs vest in 2027; his durable sell‑to‑cover arrangement indicates any stock sales are likely limited to tax withholding, reducing discretionary selling pressure .
- Retention and CoC economics: Moderate severance (12 months salary+target bonus+COBRA) and a 12‑month non‑compete reduce near‑term turnover risk; double‑trigger CoC acceleration ensures continuity but could pull forward equity value realization in a sale scenario .
- Execution track record: Prior leadership through complex restructurings (including Chapter 11) suggests experience in high‑stakes transactions and risk management; Hut 8 cites meaningful 2024 stock price appreciation tied to strategic initiatives and leadership additions (including Semah), reinforcing strategic execution momentum .
Monitoring catalysts: PSU performance tests (VWAP thresholds and 2025 operational/earnings/financing milestones) and RSU vesting cadence are key signals for value realization and potential insider tax‑related selling windows [69] .