Barbara Humpton - Director | MARA Holdings (MARA) Executive Profile & Compensation

About Barbara Humpton

Barbara Humpton (age 64) is President and CEO of Siemens USA and an independent Class I director of MARA since September 1, 2024; her current term runs until the 2027 annual meeting. She holds a B.A. in Mathematics from Wake Forest University and brings deep leadership experience across energy, infrastructure, and technology, including prior senior roles at Booz Allen Hamilton and Lockheed Martin . The Board has determined she is independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Siemens USA	President & CEO	Joined 2018 (current)	Oversaw $19B portfolio; AI and industrial data integration
Booz Allen Hamilton	Senior executive	—	National security/technology leadership
Lockheed Martin	Senior executive	—	National security/technology leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Triumph Group, Inc.	Director (public)	—	—
Fluence Energy, Inc.	Director (public)	—	—
Federal Reserve Bank of Richmond	Board member	—	Public‑policy/economic oversight

Board Governance

Independence: Board determined Humpton is “independent” under Nasdaq standards .
Board structure: Classified board; Humpton is a Class I director with term expiring at the 2027 annual meeting .
Lead Independent Director: Douglas Mellinger appointed effective Sept 1, 2024, strengthening independent oversight .
Attendance and engagement: Board held four meetings in 2024; each director attended at least 75% of Board and committee meetings during their service period; independent directors meet in executive session at every regularly scheduled Board meeting .
Committee assignments (current):
- Social Responsibility Committee (Chair)
- Talent, Culture & Compensation Committee (Member)
- Technology & Strategy Committee (Member)
Committee responsibilities context:
- Social Responsibility Committee oversees sustainability, climate, broader E&S risks, and related disclosures .
- Technology & Strategy Committee oversees MARA’s strategic technology and product initiatives .
- Talent, Culture & Compensation Committee oversees executive compensation and succession (committee meetings in 2024: 3) .
Governance enhancements in 2024: Formation of Social Responsibility and Technology & Strategy committees; appointment of a Lead Independent Director; improved committee charters; expanded shareholder engagement .

Fixed Compensation

Component	MARA Program Detail (2024)	Notes
Annual Board retainer (cash)	$100,000 (effective Jan 1, 2024)	Increased from $80,000
Committee membership retainer	$30,000 (members; excluding chairs)	Increased from $20,000
Committee chair retainer	$50,000	Increased from $40,000
Lead Independent Director retainer	$35,000	Introduced in 2024
Meeting fees	None; no additional fees for attendance	Paid quarterly in arrears; prorated
Humpton—2024 cash fees	$42,500	Prorated for service from Sept 1, 2024

Performance Compensation

Grant/Metric	Detail	Source
Annual director equity type	RSUs; annual target $600,000 (full-year)	Set effective Jan 1, 2024
Humpton 2024 target (prorated)	$200,000 (for Sept–Dec 2024 service)	Based on 100‑day avg price $19.14
Grant date	December 20, 2024	—
Shares granted (outstanding at 12/31/24)	10,477 RSUs	For Humpton and J. George
Grant date fair value reported	$209,121	Valued using 12/20/2024 close $19.96
Program valuation mechanics	Shares determined using 100‑day average; fair value per ASC 718 uses closing price on grant date	—

Notes: Directors receive a mix of cash and equity; equity is granted as RSUs; no meeting fees are paid . Humpton’s 2024 award was prorated due to her September start and granted in December 2024 .

Other Directorships & Interlocks

Current public boards: Triumph Group, Fluence Energy .
Compensation committee interlocks: During 2024, Humpton served on MARA’s Talent, Culture & Compensation Committee; the company reports no compensation committee interlocks and no related‑party relationships requiring disclosure among committee members under Item 404 .

Expertise & Qualifications

Executive leadership of a $19B U.S. industrial/technology portfolio at Siemens USA; experience applying AI and industrial data to complex systems .
Prior senior roles at Booz Allen Hamilton and Lockheed Martin in national security and advanced technology .
Public–private leadership (advisory roles across administrations); board service at Fluence, Triumph, and the Federal Reserve Bank of Richmond .
Education: B.A., Mathematics, Wake Forest University .

Equity Ownership

Measure	Amount	As‑of Date
Beneficial ownership (common shares)	10,477	April 28, 2025
Percent of outstanding	<1%	April 28, 2025
Outstanding RSUs (director award)	10,477	December 31, 2024
Hedging/pledging	Prohibited by policy (applies to directors)	Policy in effect

Governance Assessment

Strengths for investor confidence
- Independent director; chairs Social Responsibility Committee and serves on Compensation and Technology & Strategy—aligns with MARA’s energy and AI/data center focus .
- No Item 404(a) related‑party transactions disclosed upon appointment; director compensation committee section affirms no related‑party relationships among members .
- Attendance: Board reports each director met at least 75% threshold in 2024; executive sessions of independent directors at every regularly scheduled Board meeting .
- Governance enhancements in 2024: new committees (SRC, TSC), Lead Independent Director role, upgraded charters and engagement—signals maturing board oversight .
- Prohibitions on hedging and pledging and adoption of a clawback policy (for executives) reinforce alignment and accountability .
Watch items
- Director pay levels increased in 2024: cash retainers and equity target ($600k full‑year) were reset higher; while common in high‑growth tech infrastructure contexts, investors may monitor alignment via actual ownership and holding periods .
- Multiple external commitments (Triumph, Fluence, Siemens USA, Richmond Fed) raise time‑commitment questions; however, Board has affirmed independence and no related‑party issues, and attendance thresholds were met .

Related‑Party & Conflict Check

Appointment 8‑K: “No transactions” requiring disclosure under Item 404(a) for Humpton; compensation pursuant to MARA’s standard non‑employee director program; indemnification agreement in place .
Compensation Committee interlocks: none reported for 2024 .

Compensation Structure Analysis (Directors)

2024 changes: Board retainer increased to $100k (from $80k); committee member retainer to $30k (from $20k); committee chair to $50k (from $40k); Lead Independent Director retainer of $35k introduced; equity target set at $600k in RSUs; no meeting fees .
Humpton 2024 actuals (partial year): $42,500 cash fees and $209,121 grant‑date fair value of prorated RSU award (granted 12/20/2024; shares determined using 100‑day avg $19.14; fair value using $19.96 close); 10,477 RSUs outstanding at year‑end .

Say‑on‑Pay & Shareholder Feedback (Context)

2023 say‑on‑pay support: ~81% approval; company moved to annual say‑on‑pay starting with the 2025 proxy and enhanced disclosure responsiveness .

Employment & Contractual Items (Director)

As a non‑employee director, Humpton receives standard director compensation and entered into MARA’s standard indemnification agreement; no special arrangements disclosed .

Risk Indicators & Red Flags

No Item 404(a) related‑party transactions disclosed for Humpton; Board independence affirmed .
Hedging/pledging prohibited; supports alignment .
Attendance threshold met at the Board level; committee meeting cadence disclosed (e.g., TCCC met three times in 2024) .

Overall: Humpton adds relevant energy, infrastructure, and technology expertise; holds key committee roles (SRC Chair; TCCC and TSC member), is independent with no related‑party ties disclosed, and met engagement thresholds—supportive of investor confidence .