Fred Thiel
MARA HoldingsAbout Fred Thiel
Fred Thiel (age 64) is Chairman and Chief Executive Officer of MARA Holdings (Marathon Digital). He joined the Board in April 2018 and has led the company as CEO since April 2021, following decades of operating roles in technology and digital assets . Under his leadership, MARA scaled energized hashrate from 0.2 EH/s (2021 start) to 53.2 EH/s by year-end 2024, while revenues grew 69% year-over-year to $656.4M, net income more than doubled to $541.0M, and Adjusted EBITDA reached $1.232B; BTC holdings increased to 44,893 (including loaned/collateralized) as the company adopted a “HODL” treasury approach . 2024 long-term incentives for executives, including Thiel, were tied entirely to relative TSR versus a focused Bitcoin mining peer index; MARA achieved 102.5% of the TSR benchmark, translating into a maximum 200% PSU payout determination, with vesting spread over three years (25% upfront, then 12 quarterly installments) . Education noted by MARA includes coursework at Stockholm School of Economics and Harvard Business School .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Thiel Advisors | Chairman (strategic advisory to PE/VC and boards) | Not disclosed | Provided operating expertise across technology sectors prior to leading MARA in 2021 |
| Local Corporation | Chief Executive Officer | Not disclosed | Public tech operator experience |
| Lantronix, Inc. | Chief Executive Officer | Not disclosed | Public tech operator experience |
External Roles
| Organization | Role | Years | Notes / Potential conflicts |
|---|---|---|---|
| Auradine, Inc. | Director | Not disclosed | MARA invested $50.7M; advanced $84.5M for future purchases (net $40.7M outstanding as of 12/31/24); related-party oversight by Audit Committee |
| Oden Technologies | Director (other directorship) | Not disclosed | Disclosed as other membership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 677,749 | 800,000 | 950,000 |
| Cash Bonus Paid ($) | 562,500 | 1,800,000 | 1,998,563 (paid Jan 2025) |
| 2024 Annual Bonus Design (CEO) | Detail |
|---|---|
| Target opportunity | Up to 225% of salary ($2,137,500) |
| Performance metric | Exahash target (100% weighting for CEO) |
| Committee discretion | Negative discretion applied to 93.5% of target |
| Actual payout | $1,998,563 (93.5% of target) |
Notes: 2024 base salary increases approved (CEO to $950k); committee considered market, performance, and retention .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Achievement | Payout/Value | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Cash Bonus | Exahash target (company metric) | 100% (CEO) | 225% of salary ($2,137,500) | Achieved; negative discretion to 93.5% | $1,998,563 | Cash; paid Jan 2025 |
| 2024 LTIP PSUs | Relative TSR vs 2024 Index (BITF, CLSK, HIVE, RIOT) | 100% | Target shares 823,303 | Company TSR metric at 102.5% vs index | Earned 200% of target: 1,646,606 shares; value $27,613,582 as of 12/31/24 | 25% vested 12/31/24; remainder 6.25% quarterly over 12 quarters |
| 2023 LTIP (granted Jan 31, 2024) | RSUs (for 2023 performance) | n/a | 1,642,229 RSUs; grant-date fair value $29,116,720 | Time-based vesting | As granted | 25% vest 1/31/24; then 12 equal quarterly installments |
Program construction and changes:
- 2024 LTIP shifted from time-based RSUs to all-PSUs on relative TSR in response to shareholder feedback; peer index refined in Dec 2024; modification resulted in incremental fair value recognition in 2024 .
- CEO 2024 equity awards recognized: initial PSU grant (May 1, 2024) and incremental fair value from modification in Dec 2024; 2024 Summary Compensation Table equity total $40,094,856 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,604,341 shares (includes 1,329,367 directly; PSUs 102,914 and RSUs 172,060 settling within 60 days) |
| % of common stock | Less than 1% (based on 351,927,748 shares outstanding at 4/28/25) |
| Outstanding unvested awards (12/31/24) | PSUs (5/1/24): 1,234,956 unvested ($20,710,212); RSUs (1/31/24): 923,755 unvested ($15,491,371); RSUs (11/10/23): 305,369 ($5,121,038); RSUs (5/1/23): 312,500 ($5,240,625) |
| Options | None issued to NEOs; equity vehicles are PSUs/RSUs |
| Ownership/hedging/pledging policies | Prohibits hedging and pledging; insider trading policy in place |
| 10b5-1 trading plans | Thiel has a Rule 10b5-1 plan in place (as do other insiders) |
| Director pay as a director | CEO receives no additional director compensation |
Employment Terms
- Agreement term: Initial 3-year term with auto-renewal for 1-year periods unless terminated by either party .
- Severance/termination (without cause, good reason, or within 180 days of change of control):
- Cash: Greater of remaining term salary or 12 months (Thiel shown as 12 months = $950,000); bonus prorated; continuation of benefits (≥12 months for CEO) .
- Equity: Immediate vesting of all outstanding equity awards upon qualifying termination (including in connection with change of control), subject to double-trigger (CoC + qualifying termination) .
- No excise tax gross-ups; clawback policy compliant with SEC/Nasdaq rules .
- Restrictive covenants: Confidentiality, non-solicitation of employees (12 months post-termination), and non-competition during employment period .
| Potential Payments on 12/31/24 Hypothetical Qualifying Termination | Amount ($) |
|---|---|
| Base Salary | 950,000 |
| Bonus (target, 100% of salary) | 950,000 |
| Accelerated Equity (market value) | 46,563,246 |
| Continuation of Benefits | 10,992 |
Board Governance
- Roles: Thiel serves as both Chairman and CEO (non-independent; no board committees) .
- Counterbalance: Lead Independent Director role created Sept 1, 2024 (Douglas Mellinger) with defined authority; Board committees are 100% independent .
- Board structure: Classified (three classes) which can delay change in control via staggered terms; majority independent (6 of 7) .
- Executive sessions and attendance: Independent directors hold executive sessions at each regularly scheduled meeting; each director attended at least 75% of meetings in 2024 .
- Director compensation: Non-employee director program updated in 2024; CEO receives no additional compensation for board service .
Director Compensation (context)
| Component (Non-Employee) | 2024 level |
|---|---|
| Annual cash retainer | $100,000 |
| Committee member retainer | $30,000 (ex chairs) |
| Committee chair retainer | $50,000 |
| Lead Independent Director retainer | $35,000 |
| Annual equity (RSUs) | $600,000 target (100-day average price) |
Compensation Committee & Peer Groups
- Compensation Committee (Talent, Culture & Compensation Committee) comprised entirely of independent directors; uses independent consultant (Compensia); no conflicts identified .
- Compensation benchmarking peer group (2024 review): AppFolio; Braze; C3.ai; Cipher Mining; CleanSpark; Confluent; Couchbase; DoubleVerify; Fastly; GitLab; MicroStrategy; Rapid7; Riot Platforms; Samsara; SPS Commerce; Squarespace .
- LTIP TSR peer index for 2024: Updated in Dec 2024 to focus on Bitcoin miners—Bitfarms, CleanSpark, HIVE Digital Technologies, Riot Platforms .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: ~81% approval at 2023 annual meeting for 2022 NEO compensation .
- Program changes responding to investors: Switched 2024 LTIP to 100% PSUs on relative TSR; enhanced disclosures; adopted annual Say-on-Pay frequency going forward .
Performance & Track Record (during Thiel’s tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | 387.5 | 656.4 |
| Net Income ($M) | 261.2 | 541.0 |
| Adjusted EBITDA ($M) | 417.1 | 1,232.2 |
| Energized Hashrate (EH/s) | 24.7 | 53.2 |
| BTC Holdings (year-end) | — | 44,893 (incl. 10,374 loaned/collateralized) |
Additional highlights: MARA acquired five operational data centers (shift to owned capacity ~70% by end-2024), implemented BTC HODL treasury policy, and purchased a wind farm for behind-the-meter compute in early 2025 .
Related Party Transactions (governance risk)
- Auradine, Inc.: MARA invested $50.7M (preferred and SAFE), advanced $84.5M for future purchases (net advances $40.7M as of 12/31/24); MARA holds one board seat (filled by Thiel). Audit/Risk Committee oversees related-party transactions with independence standards .
Vesting Schedules and Potential Selling Pressure
- 2024 PSU awards (earned at 200%) and 2023 RSUs vest 25% up front with the remainder in 12 equal quarterly installments (6.25% per quarter), creating a steady cadence of vesting through 2027 that can drive periodic sell-to-cover transactions; Thiel has a Rule 10b5-1 plan on file, which often facilitates pre-scheduled sales .
- Note: Comprehensive Form 4 trade pattern analysis was not available in this corpus; however, MARA disclosed one late Form 4 for Thiel in 2024 .
Risks & Red Flags
- Dual role (Chairman + CEO) can raise independence concerns; mitigated by Lead Independent Director and fully independent committees .
- Related party exposure via Auradine board seat and material transactions could pose perceived conflicts; governed by Audit Committee policy .
- Equity program modification in Dec 2024 (index update and award modification) created substantial incremental fair value expense; investors may scrutinize consistency of plan design over time .
- CEO pay ratio 141:1 in 2024 reflects high equity-driven compensation in a strong performance year .
- Classified board structure can entrench management by slowing board turnover .
Compensation Structure Analysis (signals)
- Shift from time-based RSUs to PSUs in 2024 strengthens pay-for-performance alignment (relative TSR) .
- High at-risk equity mix and long vesting schedules promote retention; negative discretion on cash bonus (93.5% payout) demonstrates willingness to moderate payouts .
- No options/grants outstanding; reliance on full-value awards reduces upside leverage versus options but increases realized pay sensitivity to absolute stock price and TSR .
- No excise tax gross-ups; robust clawback, and anti-hedging/pledging policies are shareholder-friendly .
Equity Grant Details (2024)
| Date | Vehicle | Shares/Units | Grant-Date Accounting Detail |
|---|---|---|---|
| Jan 31, 2024 | RSUs (for 2023 LTIP) | 1,642,229 | Grant-date fair value $29,116,720; 25% vest 1/31/24, remainder quarterly x12 |
| May 1, 2024 | PSUs (2024 LTIP target) | 823,303 | Earned at 200% (1,646,606) based on TSR; 25% vested 12/31/24, remainder quarterly x12; incremental fair value from Dec 2024 modification $28,469,818 |
Ownership & Outstanding Awards (as of 12/31/24)
| Grant | Unvested Units (#) | Market Value ($) |
|---|---|---|
| PSUs (5/1/24) | 1,234,956 | 20,710,212 (at $16.77) |
| RSUs (1/31/24) | 923,755 | 15,491,371 |
| RSUs (11/10/23) | 305,369 | 5,121,038 |
| RSUs (5/1/23) | 312,500 | 5,240,625 |
Governance Policies
- Clawback (SEC/Nasdaq-compliant), prohibits hedging and pledging, and maintains executive session practices; Code of Ethics in place .
- Director independence and committee charters enforced; majority independent board .
Investment Implications
- Alignment: 2024 conversion to 100% PSU-based LTIP tied to relative TSR materially tightens pay-for-performance linkage; maximum PSU achievement (200%) with multi-year vesting indicates strong 2024 performance but spreads realizable value and potential selling over 12 quarters, moderating near-term supply shocks while still creating periodic sell-to-cover flow .
- Retention vs. overhang: Thiel’s sizable unvested PSUs/RSUs and severance acceleration mechanics raise retention but also represent equity overhang; the proposed 18M-share plan increase could add dilution risk if fully utilized .
- Governance/independence: Dual CEO/Chair role and a classified board can draw governance discounts; the Lead Independent Director, fully independent committees, anti-pledging, and a clawback policy mitigate these concerns .
- Related-party oversight: Auradine ties are material and board-level; continued Audit/Risk Committee scrutiny will be important for investor confidence given Thiel’s board seat there .