Salman Khan
MARA HoldingsAbout Salman Khan
Salman Khan is Chief Financial Officer of MARA Holdings, Inc. (MARA) and has served since June 14, 2023. He oversees financial strategy, corporate development, investor relations, legal, and accounting functions, and brings a background across traditional finance, oil & gas, energy transition, and technology, with prior roles at Verb Technology, Occidental Petroleum, and California Resources Corporation; he holds a B.Com from University of Karachi and an MBA from University of Michigan Ross and is a UK chartered certified accountant (ACCA) . Age 46 as of April 30, 2025 . Company performance during his tenure: 2024 revenue $656.4M (+69% YoY), net income $541.0M (+107% YoY), adjusted EBITDA $1.232B, energized hashrate 53.2 EH/s, and 44,893 BTC held (including loaned/collateralized) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verb Technology Company Inc. | CFO, PFO, PAO & Treasurer; prior EVP Corp Dev & Strategic Planning | 2021–2023 | Played pivotal role in selling the core business; led M&A and capital markets |
| Occidental Petroleum / California Resources | Director roles (Renewable Energy, Corp Dev, Technical Accounting & FR); Business Division Controller & CFO | 2006–2021 | Led finance/technical accounting and corporate development through spin-off period |
| Arthur Andersen, PwC, Ernst & Young | Audit/Advisory | ~8 years | Served domestic/international clients in TMT, entertainment, biotech industries |
External Roles
- No public-company board service disclosed for Salman Khan .
Fixed Compensation
Multi-year compensation (SEC-reported; dollars):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $241,099 (pro-rated from $475,000 start) | $625,000 (post Jan-2024 increase) |
| Target Annual Bonus (% of Base) | Up to 100% (initial agreement) | Up to 225% |
| Actual Annual Cash Bonus ($) | $623,438 | $1,314,844 (93.5% of target) |
| All Other Compensation ($) | $134,900 (includes $125,000 sign-on and $9,900 401(k)) | $123,073 (security $112,723; 401(k) $10,350) |
| Perquisites | Security program; 401(k) contributions | Security program; 401(k) contributions |
Performance Compensation
Annual Cash Incentive (FY 2024)
| Metric | Weighting | Target/Outcome | Payout |
|---|---|---|---|
| Exahash target (company) | 80% (CFO) | Target achieved | Committee applied negative discretion → 93.5% overall |
| Individual goals (CFO) | 20% | Assessed by committee | Included in 93.5% payout |
| Actual bonus paid | — | — | $1,314,844 |
Long-Term Incentives (LTIP)
| LTIP Element | FY 2023 | FY 2024 |
|---|---|---|
| Instrument | RSUs (LTIP) | PSUs (relative TSR) |
| Peer Benchmark | Bitcoin ecosystem peers; top-of-range performance | 2024 Index: Bitfarms, CleanSpark, HIVE, Riot |
| Award Value | $13,300,000 | $11,250,000 (assuming 100% achievement) |
| Shares Granted | 975,073 RSUs (Jan 31, 2024 grant; vests 25% then 12×6.25%) | 541,647 PSUs (May 1, 2024; vests 25% then 12×6.25%) |
| Earned Shares | — | 1,083,293 earned (relative TSR 102.5%) |
| Vesting | 25% immediate on Jan 31, 2024; remainder quarterly | 25% vested Dec 31, 2024; remainder quarterly |
Vesting cadence and selling pressure: Both RSUs and PSUs vest 6.25% quarterly after initial 25%, creating ongoing quarterly settlements that can contribute to insider selling pressure depending on personal liquidity/tax needs .
Equity Ownership & Alignment
Beneficial Ownership (as of April 28, 2025)
| Holder | Shares | Notes |
|---|---|---|
| Salman Khan | 509,465 (<1%) | Direct: 70,892; PSUs settleable within 60 days: 67,706; RSUs settleable within 60 days: 60,942; Indirect: 309,925 (S & N Khan Family Trust) |
Unvested Equity (as of Dec 31, 2024; values at $16.77 close)
| Grant | Unvested Units (#) | Market Value ($) |
|---|---|---|
| PSUs (May 1, 2024) | 812,472 | $13,625,155 |
| RSUs (Jan 31, 2024) | 548,479 | $9,197,993 |
| RSUs (Jun 14, 2023) | 204,357 | $3,427,067 |
| 2024 Shares Acquired on Vesting | 519,484 | $9,477,911 |
Policies and alignment:
- Hedging and pledging prohibited under Insider Trading Policy (alignment positive) .
- Clawback policy compliant with SEC/Nasdaq; recoupment for restatements; applies to incentive comp (including equity) .
- Khan has an active Rule 10b5-1 trading plan (pre-scheduled trading reduces discretionary timing risk) .
Employment Terms
| Term | Detail |
|---|---|
| Start date | June 14, 2023 |
| Agreement | 3-year term; auto-renews annually unless 90-day notice |
| Base salary (initial) | $475,000 with 3% annual COLA (initial agreement) |
| Initial equity grant | 297,247 RSUs; vest: 74,312 on Jul 1, 2024, then 11 quarters ×18,578 and final 18,577 on Jul 1, 2027; CoC acceleration immediate |
| Severance (general) | Greater of remaining term base salary or 12 months; bonus prorated; benefits continuation (≥9 months for CFO); immediate vesting of equity upon qualifying terminations (without cause, good reason, or within 180 days of CoC); double-trigger for CoC payments/benefits |
| Severance (illustrative as of 12/31/2024) | Base salary $937,500 (~18 months), bonus $625,000, accelerated equity $26,250,215, benefits $8,244 |
| Covenants | Confidentiality (perpetual), non-compete during employment, non-solicit for 12 months post-termination |
| Clawback | Contract-level clawback for restatements; company-wide clawback policy |
| Tax gross-ups | None for CoC; no excise tax or perquisite gross-ups |
Compensation Structure Analysis
- Shift to performance-based LTIs: 2024 LTIP moved entirely to PSUs with 100% vesting tied to relative TSR versus a refined Bitcoin-miner peer index, addressing shareholder feedback and strengthening pay-for-performance alignment .
- Increased at-risk pay: 2024 target bonus for CFO increased to up to 225% of base salary; committee applied negative discretion to 93.5% payout despite target attainment, indicating governance rigor .
- Ongoing equity vesting cadence: Quarterly vesting of large RSU/PSU grants supports retention but may create regular liquidity events (potential selling pressure) .
- No tax gross-ups; double-trigger CoC structure reduces windfall risks to shareholders .
Related Party Transactions and Governance
- Insider trading controls: Hedging/pledging prohibited; recurring executive sessions and independent committees .
- Section 16 compliance: One late Form 4 covering four transactions by Khan disclosed (minor process blemish) .
- No disclosed related-party transactions involving Khan .
Compensation Peer Group and Consultants
- 2024 compensation peer group (for market positioning and benchmarking): AppFolio, Braze, C3.ai, Cipher Mining, CleanSpark, Confluent, Couchbase, DoubleVerify, Fastly, GitLab, MicroStrategy, Rapid7, Riot Platforms, Samsara, SPS Commerce, Squarespace .
- Independent consultant: Compensia; no other services; independence affirmed .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval ~81% in 2023; subsequent program changes included converting LTIP to 100% PSUs and committing to annual say-on-pay votes .
Expertise & Qualifications
- Education and credentials: B.Com (University of Karachi), MBA (Michigan Ross), ACCA (UK) .
- Technical and operational expertise: Finance, energy transition, corp dev, technical accounting, investor relations, legal oversight .
Investment Implications
- Alignment: Strong pay-for-performance design via relative TSR PSUs and prohibitions on hedging/pledging; double-trigger CoC and clawback policy mitigate misalignment risk .
- Retention and selling pressure: Large multi-year PSU/RSU awards vest quarterly, supporting retention but implying periodic insider selling potential; presence of 10b5-1 plan reduces timing risk .
- Execution risk: Expanded owned capacity (~70% by end-2024) and strong 2024 financials signal operational execution; continuation depends on maintaining exahash targets, energy cost discipline, and peer-relative TSR performance embedded in incentives .
- Governance: Negative discretion on bonuses and conversion to PSUs following feedback indicate responsiveness; minor late filings noted but no major red flags for Khan .