Georges Antoun
MARA HoldingsAbout Georges Antoun
Independent director of MARA since May 20, 2021. Age 62. Currently Chief Commercial Officer at First Solar; previously COO and President, U.S. at First Solar. Education: B.S. in Engineering (University of Louisiana at Lafayette) and M.S. in Information Systems Engineering (Polytechnic Institute of New York University). Extensive operating leadership at Cisco, Ericsson/Redback Networks, and NYNEX; serves on the Federal Reserve Bank of Atlanta’s Energy Advisory Council and chairs the University of Louisiana’s College of Engineering Dean’s Advisory Council. Board-determined independent; committees include Risk & Audit and Technology & Strategy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Solar, Inc. | Chief Commercial Officer | Appointed July 2016 | Shaped commercial strategy for a leading solar company |
| First Solar, Inc. | Chief Operating Officer; President, U.S. | Not disclosed | Senior operating leadership prior to CCO appointment |
| Technology Crossover Ventures (TCV) | Venture Partner | Not disclosed | Provided operational expertise to PE/VC portfolio |
| Ericsson | Led global IP and broadband networks | Not disclosed | Global network leadership post-Redback acquisition |
| Redback Networks | SVP Worldwide Sales & Operations; CEO of Ericsson-owned subsidiary | Not disclosed | Executed post-acquisition integration and leadership |
| Cisco Systems | VP roles in Systems Engineering, Optical Operations, Carrier Sales | Not disclosed | Senior technology leadership across multiple domains |
| NYNEX (now Verizon) | Technical staff, Science & Technology Division | Early career | Communications infrastructure expertise development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Atlanta | Energy Advisory Council member | Not disclosed | Strategic guidance on energy policy |
| University of Louisiana at Lafayette | Chairman, College of Engineering Dean’s Advisory Council board | Not disclosed | Academic/industry liaison leadership |
| Ruckus Wireless, Inc. | Director (prior public company) | Not disclosed | Prior public board service |
| Violin Memory, Inc. | Director (prior public company) | Not disclosed | Prior public board service |
Board Governance
- Independence: Board determined Antoun is “independent” under Nasdaq rules; all members of MARA’s Risk & Audit and Compensation committees meet heightened SEC independence standards.
- Current committee assignments (2025): Risk & Audit Committee member; Technology & Strategy Committee member.
- 2024 service: Served on the Talent, Culture & Compensation Committee during 2024. Early 2024 (as of April 29, 2024) he was Chair of the Compensation Committee and a member of the Audit and Nominating & Corporate Governance Committees.
- Attendance and engagement: Board held 4 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors meet in executive session at every regularly scheduled Board meeting.
- Committee activity: Risk & Audit met 4 times in 2024 (100% independent); Talent, Culture & Compensation met 3 times in 2024 (100% independent).
- Board leadership context: Lead Independent Director (Douglas Mellinger) appointed effective Sept. 1, 2024.
Committee Roles Over Time
| Period | Committee | Role |
|---|---|---|
| 2025 | Risk & Audit Committee | Member |
| 2025 | Technology & Strategy Committee | Member |
| 2024 (during year) | Talent, Culture & Compensation Committee | Member |
| 2024 (as of Apr 29, 2024) | Compensation Committee | Chair |
| 2024 (as of Apr 29, 2024) | Audit Committee | Member |
| 2024 (as of Apr 29, 2024) | Nominating & Corporate Governance Committee | Member |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 182,500 | 464,214 | 646,714 |
Director Compensation Program Structure (2024 proxy)
| Component | Amount |
|---|---|
| Annual director cash fee | $80,000 |
| Audit Committee chair | $40,000 |
| Audit Committee member | $20,000 |
| Compensation Committee chair | $40,000 |
| Compensation Committee member | $20,000 |
| Nominating & Governance chair | $40,000 |
| Nominating & Governance member | $20,000 |
Performance Compensation
| Grant/Period | Grant Date | Target Award Value ($) | Methodology (avg. price) | RSUs (#) | ASC 718 Fair Value Basis | Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024 Director RSUs | May 1, 2024 | 600,000 | 100-day avg closing price $20.77 | 28,887 | Grant-date closing price $16.07 | 464,214 |
| 2023 Director RSUs (1st grant) | Jan 16, 2023 | ~250,000 | 100-day avg closing price before grant | Not disclosed | Immediate vesting on grant date | Included in $1,100,000 total 2023 stock awards |
| 2023 Director RSUs (2nd grant, issued Jan 31, 2024 for 2023 service) | Jan 31, 2024 | ~850,000 | 100-day avg closing price before grant | Not disclosed | Immediate vesting on grant date | Included in $1,100,000 total 2023 stock awards |
Notes:
- 2023 director RSUs vested 100% on grant; 2024 director RSUs remained outstanding at year end (indicative of multi-period vesting/retention).
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Ruckus Wireless, Inc. | Director (prior) | None disclosed under Item 404 (2024) |
| Violin Memory, Inc. | Director (prior) | None disclosed under Item 404 (2024) |
- Compensation Committee Interlocks and Insider Participation: No related party relationships requiring disclosure under Item 404 for Antoun; no reciprocal comp committee interlocks by MARA executives in 2024.
Expertise & Qualifications
- More than 30 years in global technology leadership; deep experience scaling operations, driving innovation, and navigating complex markets.
- Board skills matrix indicates broad competencies across executive leadership, risk management, strategy, and technology/industry expertise.
- Energy sector insight via First Solar role and FRB Atlanta Energy Advisory Council.
Equity Ownership
| As-of Date | Beneficial Ownership (#) | Percent of Class | Shares Outstanding Reference | Notes |
|---|---|---|---|---|
| Apr 28, 2025 | 124,777 | <1.0% | 351,927,748 shares | SEC methodology includes RSUs/PSUs exercisable/settleable within 60 days |
| Dec 31, 2024 (outstanding director RSUs) | 28,887 RSUs | N/A | N/A | Outstanding RSUs per director (Antoun, Leupp, Mellinger, Mealer-Burke) |
- Hedging/Pledging: Company prohibits hedging and pledging of company stock.
Insider Trades
| Date | Ticker | Action | Shares | Source |
|---|---|---|---|---|
| Feb 27, 2025 | MARA | Buy/acquire (Form 4 reported) | 43,103 | |
| Apr 30, 2024 | MARA | Buy/acquire (director RSU grant reflected) | 28,887 | |
| May 17, 2023 | MARA | Form 4 filed; immediate vest; net shares sold for tax | Not disclosed |
Note:
- Markets Insider lists “shares held” at 167,880 on 2/27/2025 for MARA; official proxy beneficial ownership shows 124,777 as of 4/28/2025 (different dates/methodologies).
Compensation Mix and Trends (Director)
| Year | Cash Fees ($) | Stock Awards ($) | Mix Insight |
|---|---|---|---|
| 2023 | 155,000 | 1,100,000 | Two RSU grants for 2023 service; immediate vesting model |
| 2024 | 182,500 | 464,214 | Single annual RSU sized to $600k target; remained outstanding at year-end (shift toward vesting/retention) |
Signals:
- Year-over-year equity award value decreased (from $1.1M in 2023 to $464k in 2024), while cash fees modestly increased—suggests recalibration and possible shift from immediate vest to multi-period vesting, improving alignment/retention.
Governance Assessment
- Strengths: Independent status; multi-committee service (Risk & Audit, Technology & Strategy; prior chair of Compensation) and consistent attendance support board effectiveness.
- Alignment: Prohibition on hedging/pledging; insider acquisitions in 2024–2025 indicate ongoing ownership alignment.
- Conflicts/Related Parties: No Item 404 related party transactions disclosed for Antoun in 2024; all relevant committees 100% independent.
- Compensation structure: 2023 immediate vest RSUs for directors were less performance-conditioned; 2024 framework shows outstanding RSUs at year-end—an improvement toward retention and potentially stronger long-term alignment.
RED FLAGS (none material disclosed):
- No related-party transactions or interlocks; board attendance met thresholds; hedging/pledging prohibited. Monitor any potential perceived conflicts between First Solar employment and MARA’s energy procurement strategies—no related-party dealings disclosed to date.