Janet George
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Corporate Vice President & GM, Data Center and AI | 2022–2024 | Oversaw multi-billion unit; led M&A incl. ~$650m cloud AI workload optimization acquisition execution/integration |
| Oracle Corporation | Group Vice President | 2019–2021 | Built ~$1bn AI business on OCI; led major industry deals |
| Western Digital; Accenture; Yahoo; eBay; Apple | Senior technology leadership roles | Not disclosed | Delivered growth, operational efficiencies, innovation across global enterprises |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Mastercard | Executive Vice President of Artificial Intelligence | Joined 2025 | Leads AI strategy and innovation in payments |
| NanoString Technologies, Inc. | Director | Prior | Prior public company directorship |
| Gandeeva Therapeutics | Other directorships/memberships | Current/unspecified | Listed 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) .
| Committee | Role | Independence | Meetings in 2024 | Source |
|---|---|---|---|---|
| Technology & Strategy | Chair | 100% independent | Not disclosed | |
| Risk & Audit | Member | 100% independent | 4 | |
| Talent, Culture & Compensation | Member | 100% independent | 3 |
Fixed Compensation
| Item | 2024 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):
| Component | 2024 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
| Metric | Value | Detail |
|---|---|---|
| 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 context | Time-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
| Measure | Amount | Date/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 composition | Time-based RSUs for 10,477 shares may be settled within 60 days of record date | Record date disclosure |
| Hedging/Pledging | Prohibited by Insider Trading Policy | Governance 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 .