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Janet George

Director at MARA HoldingsMARA Holdings
Board

About Janet George

Janet George, age 58, is an independent director of MARA and currently serves as Executive Vice President of Artificial Intelligence at Mastercard (joined 2025). She was appointed to MARA’s Board effective September 1, 2024, bringing deep expertise in AI, cloud infrastructure, and scaling high-growth technology businesses; she holds a master’s degree in computer applications from Kerala University and a bachelor’s in computer science, mathematics, and physics from Pune University .

Past Roles

OrganizationRoleTenureCommittees/Impact
Intel CorporationCorporate Vice President & GM, Data Center and AI2022–2024Oversaw multi-billion unit; led M&A incl. ~$650m cloud AI workload optimization acquisition execution/integration
Oracle CorporationGroup Vice President2019–2021Built ~$1bn AI business on OCI; led major industry deals
Western Digital; Accenture; Yahoo; eBay; AppleSenior technology leadership rolesNot disclosedDelivered growth, operational efficiencies, innovation across global enterprises

External Roles

OrganizationRoleStatus/TimingNotes
MastercardExecutive Vice President of Artificial IntelligenceJoined 2025Leads AI strategy and innovation in payments
NanoString Technologies, Inc.DirectorPriorPrior public company directorship
Gandeeva TherapeuticsOther directorships/membershipsCurrent/unspecifiedListed as “Other Directorships and Memberships”

Board Governance

  • Committee assignments: Technology & Strategy Committee (Chair), Risk & Audit Committee (Member), Talent, Culture & Compensation Committee (Member). Independence: “Yes.” Board categorized her as independent director .
  • Committee activity: Risk & Audit met 4 times in 2024; Talent, Culture & Compensation met 3 times in 2024; committees are 100% independent .
  • Attendance and engagement: Board held four meetings in 2024; each director attended at least 75% of Board/committee meetings during their service period; independent directors meet in executive session at every regularly scheduled Board meeting .
  • Governance infrastructure: Committee charters reviewed annually; five standing committees including Technology & Strategy (oversees development and execution of MARA’s strategic technology/product initiatives) .
CommitteeRoleIndependenceMeetings in 2024Source
Technology & StrategyChair100% independentNot disclosed
Risk & AuditMember100% independent4
Talent, Culture & CompensationMember100% independent3

Fixed Compensation

Item2024 Amount (USD)Notes
Fees Earned or Paid in Cash$42,500 Partial-year service from Sept 1, 2024
Stock Awards$209,121 RSUs granted for Board service in 2024
Total$251,621

Director compensation program structure (2024):

Component2024 Amount (USD)Notes
Board Annual Cash Retainer$100,000 Increased effective Jan 1, 2024
Committee Membership Retainer (member)$30,000 Per committee; excludes chair
Committee Chair Retainer$50,000 Per committee chair
Lead Independent Director Retainer$35,000 Role-specific
Annual Equity Target (RSUs)$600,000 Grant value determined by 100-day average price
Meeting Fees$0 No meeting fees; quarterly cash paid in arrears

Performance Compensation

MetricValueDetail
Grant date (2024 Director RSUs)December 20, 2024 For George and Humpton
Prorated target award value$200,000 Based on service from Sept 1, 2024
100-day average closing price (to size RSUs)$19.14 Average through Sept 1, 2024
Number of RSUs awarded/outstanding (12/31/2024)10,477 Aggregate outstanding RSUs as of year-end
Grant-date closing price (ASC 718 fair value)$19.96 Used for GAAP grant-date FV
Vesting/settlement contextTime-based RSUs; may be settled within 60 days of record date for beneficial ownership purposes As disclosed for 10,477 RSUs

Note: MARA’s non-employee director equity awards are RSUs; performance-conditioned equity changes referenced in the proxy relate to executive LTIP PSUs (relative TSR) rather than director pay .

Other Directorships & Interlocks

  • Compensation Committee interlocks/insider participation: During 2024, committee members (including George) were not officers/former officers of MARA and had no Item 404 related-party relationships; no reciprocal interlocks with other companies’ boards/comp committees involving MARA executives .

Expertise & Qualifications

  • Deep AI/ML and cloud infrastructure leadership across Mastercard, Intel, Oracle; proven business scaling and M&A execution/integration; education in computer applications and computer science/mathematics/physics; Board cites her qualifications to oversee MARA’s technology strategy and growth .

Equity Ownership

MeasureAmountDate/Context
Beneficial ownership (Common Stock)10,477 shares As of April 28, 2025
Percent of common stock<1.0% “*” indicates less than 1% of outstanding shares
Ownership compositionTime-based RSUs for 10,477 shares may be settled within 60 days of record dateRecord date disclosure
Hedging/PledgingProhibited by Insider Trading PolicyGovernance policy

Governance Assessment

  • Strengths: Independent director with multi-committee service and chair role on Technology & Strategy; committees are 100% independent; Board held 4 meetings and each director met at least 75% attendance; independent director executive sessions at every regular meeting—supporting robust oversight .
  • Alignment: Director pay mix emphasizes equity via RSUs; cash retainer/committee fee structure aligned with market; hedging/pledging prohibited; clawback policies apply to cash and equity incentive compensation—enhances investor alignment and risk discipline .
  • Conflicts/Red Flags: No related-party transactions involving George requiring Item 404 disclosure; compensation committee interlocks disclosed as non-problematic; Section 16 reporting indicates timely compliance for directors (late filings noted only for Thiel/Khan)—reduces governance risk .
  • Considerations: As a relatively new director (since Sept 1, 2024) with beneficial ownership of 10,477 RSUs (<1%), ownership alignment will develop over time; however, chairing Technology & Strategy indicates high engagement with MARA’s core strategic and technical agenda .