Zabi Nowaid
MARA HoldingsAbout Zabi Nowaid
Zabi Nowaid, age 43, is General Counsel and Corporate Secretary of MARA, appointed October 2, 2023; he oversees the company’s legal function and has played a critical role in structuring corporate development transactions, expanding data center infrastructure, and strengthening governance and compliance frameworks . He holds a B.A. from the University of California, Berkeley, and a law degree from the University of California, College of the Law, San Francisco . During his tenure, MARA delivered strong 2024 performance: revenues up 69% to $656.4M, net income up 107% to $541.0M, and Adjusted EBITDA of $1.2B; energized hashrate increased to 53.2 EH/s, and company TSR far outperformed a peer index in 2024 (value of $100 investment: MARA $1,802.65 vs peer group $457.70) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Open English | General Counsel & Corporate Secretary | 2022–2023 | Led legal function for edtech company; corporate transactions and governance |
| Verb Technology Company Inc. | General Counsel | 2020–2022 | Senior legal leadership for Nasdaq-listed SaaS/e-commerce platform |
| Occidental Petroleum / California Resources | Legal division leadership | 2013–2020 | Held leadership roles supporting corporate transactions and operations |
| Major LA law firm | Attorney | Early career | Advised technology companies and financial institutions in corporate transactions |
External Roles
No public external directorships disclosed for Nowaid in the 2025 proxy; skip if not disclosed .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $375,000 | Effective Jan 1, 2024; prior 2023 base $330,000 |
| Target Bonus (% of Salary) | Up to 150% | Set Sept 2023 (prior to exec designation in May 2024) |
| Target Bonus ($) | $562,500 | 150% × $375,000 |
| Actual Annual Cash Bonus ($) | $525,938 | 93.5% of target; paid Jan 2025 |
| Other Cash Bonus ($) | $125,000 | Listed under “Cash Bonus Awards”; see footnotes |
Performance Compensation
Annual Cash Incentive – 2024 Design and Outcome
| Metric | Weighting | Target | Actual | Payout | Timing |
|---|---|---|---|---|---|
| Exahash rate target (company) | 70% | Achieve specified EH/s target | Achieved; Committee applied −6.5% discretion | 93.5% of target bonus | Paid Jan 2025 |
| Individual performance goals | 30% | Role-specific objectives | Assessed by Committee | Included in 93.5% payout | Paid Jan 2025 |
Long-Term Incentive – PSUs (2024 LTIP, Relative TSR)
| Element | Detail |
|---|---|
| Metric | Relative TSR vs updated 2024 Index (Bitfarms, CleanSpark, HIVE, Riot) |
| Weighting | 100% performance-based (no time-based LTIP for 2024) |
| Target (assessing 2024 TSR) | 100% relative TSR; payouts based on percentile ranges |
| Actual | MARA TSR at 102.5% of Index TSR; earned shares determined Jan 2025 |
| Payout | Earned shares for Nowaid: 433,317; value $7,266,726 as of Dec 31, 2024 |
| Vesting | 25% vested Dec 31, 2024; remaining 75% vests in 12 equal quarterly installments (6.25% per quarter) |
2024 Equity Grants (RSUs and PSUs)
| Grant Date | Award Type | Shares Granted (#) | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Jan 31, 2024 | RSUs | 314,516 | $5,576,369 | 25% on Jan 31, 2024; remaining in 12 equal quarterly installments |
| May 1, 2024 | PSUs (LTIP) | 216,659 | $7,492,068 (incremental fair value of Dec 2024 modification) | 25% of earned shares on Dec 31, 2024; remaining earned shares vest over 12 quarters |
Design change and modification: For 2024, MARA shifted LTIP awards from time-based RSUs to 100% PSUs tied to relative TSR; the Compensation Committee also modified the 2024 LTIP awards in Dec 2024, increasing incremental fair value for Nowaid by $7,492,068 (total reported 2024 equity awards $10,551,293) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total beneficial ownership (Apr 28, 2025) | 254,049 shares; <1% of outstanding |
| Direct ownership | 198,960 shares |
| Vested/settling within 60 days | PSUs: 27,082 shares; RSUs: 28,007 shares |
| Options outstanding | None issued to NEOs |
| Unvested awards at 12/31/2024 | PSUs: 324,990 ($5,450,082); RSUs: 176,916 ($2,966,881); RSUs: 100,202 ($1,680,388) |
| Pledging/Hedging | Prohibited by Insider Trading Policy (company-wide) |
Vesting cadence and potential sell pressure: Quarterly vesting schedule implies approximately 27,082 PSUs and ~28,007 RSUs entering the float per quarter near early 2025 for Nowaid, subject to 10b5‑1 plans and blackout policies .
Employment Terms
| Provision | Terms for Nowaid | Notes |
|---|---|---|
| Employment start date | Oct 2, 2023 | General Counsel & Corporate Secretary |
| Severance (termination without cause / good reason) | Base salary: ~$656,250 (≈21 months); Bonus: $375,000 (100% of base); Benefits: $8,244 | Greater of remaining term or 12 months; cash bonus prorated through termination |
| Change-of-control | Double-trigger; same payments if termination within 180 days of CoC | All outstanding equity awards vest immediately upon qualifying termination |
| Accelerated equity value (as of 12/31/2024) | $10,097,351 | Calculated at $16.77 closing price |
| Clawback | Policy compliant with Rule 10D‑1 and Nasdaq; applies to erroneously-awarded incentive compensation (cash & equity) on/after Oct 2, 2023 | |
| Hedging/Pledging | Prohibited for directors, officers, employees | |
| Tax gross-ups | None for CoC or perquisites |
Compensation Structure Analysis
- Mix and pay-for-performance: 2024 compensation emphasized variable pay; annual bonus tied to exahash and individual goals with discretionary downward adjustment; LTIP entirely PSUs based on relative TSR, aligning rewards with shareholder outcomes .
- Shift and modification: 2024 shift from time-based RSUs to PSUs improved performance linkage; however, December 2024 modification increased fair values, which can be viewed as a governance sensitivity area and requires ongoing monitoring .
- No options; RSU/PSU vesting over multi-year quarterly schedules supports retention but creates steady supply into the market as tranches vest .
Compensation Peer Group (for LTIP relative TSR)
- Updated 2024 Index consists of Bitfarms (BITF), CleanSpark (CLSK), HIVE Digital Technologies (HIVE), and Riot Platforms (RIOT) .
- Relative TSR used for 2024 LTIP earned payout determination; MARA TSR measured at 102.5% of Index TSR (determined January 2025) .
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay vote outcome: “Not approved” on an advisory basis (For: 20,154,119; Against: 73,226,079; Abstain: 1,439,186; Broker non-votes: 93,459,314) .
- In response to prior feedback, MARA intends to hold annual say-on-pay votes and shifted LTIP to PSUs with enhanced disclosure of LTIP design .
Performance & Track Record
- Role impact: Since Oct 2023, Nowaid has been instrumental in structuring/executing corporate development transactions, facilitating data center expansion, and strengthening compliance frameworks amid complex regulatory matters .
- Company performance context (2024): Revenues $656.4M (+69%), net income $541.0M (+107%), Adjusted EBITDA $1.2B; energized hashrate 53.2 EH/s; company TSR substantially exceeded peer group in 2024 .
Compensation Committee Analysis
- Committee composition and independence: Talent, Culture & Compensation Committee comprised solely of independent directors; 2024 members included Mealer‑Burke (Chair), George, Humpton .
- Consultant: Compensia, Inc. retained as independent compensation consultant; no other services provided .
- Policies: Double‑trigger CoC; robust clawback; prohibition on hedging/pledging; no excise tax gross‑ups; emphasis on multi‑year vesting for retention .
Equity Ownership & Alignment – Additional Detail
| Category | Shares/Value |
|---|---|
| Shares acquired on vesting in 2024 | 171,001 shares; value realized $2,964,175 |
| Outstanding unvested at 12/31/2024 | PSUs 324,990 ($5,450,082); RSUs 176,916 ($2,966,881); RSUs 100,202 ($1,680,388) |
| Near-term vesting cadence (indicative) | ~27,082 PSUs and ~28,007 RSUs may settle within 60 days (as of Apr 28, 2025) |
Employment Terms – Change-of-Control Economics
| Component | Single/Double Trigger | Magnitude |
|---|---|---|
| Cash severance | Double-trigger (CoC + qualifying termination) | Base salary through remaining term (≥9 months for Nowaid; ~21 months at 12/31/2024), target bonus 100% of base |
| Equity | Double-trigger | Immediate vesting of all outstanding equity awards |
| Benefits continuation | Double-trigger | Not less than nine months for Nowaid |
Risk Indicators & Red Flags
- Say-on-pay failed at 2025 annual meeting (material shareholder dissent on NEO pay), raising risk of future program changes or investor scrutiny .
- December 2024 LTIP modification increased incremental fair value for NEO awards, which can be perceived as pay inflation or repricing-like effects; monitor governance response and disclosure clarity .
- Insider trading policy bans hedging and pledging, mitigating alignment risks; no tax gross‑ups, reducing shareholder-unfriendly practices .
Investment Implications
- Alignment: The 2024 pivot to performance PSUs and relative TSR linkage improves pay-for-performance alignment; Nowaid’s bonus structure ties to operational throughput (exahash) and individual goals, with negative discretion applied, supporting discipline .
- Retention vs. supply: Multi-year quarterly vesting of substantial RSU/PSU tranches aids retention but introduces ongoing insider share supply; for Nowaid, ~27k–28k shares per quarter near 2025 from PSUs/RSUs may create modest selling pressure, subject to trading plans and blackout windows .
- Governance watch: The failed say-on-pay vote elevates near-term risk of compensation program revisions; investors should track committee actions, LTIP design changes, and future disclosures to evaluate sustainability of incentives vs. shareholder expectations .
- Execution: Nowaid’s legal leadership in M&A, infrastructure expansion, and compliance supports MARA’s growth strategy and regulatory navigation; sustained operational and TSR outperformance bolster the case for incentive payouts but heighten scrutiny of award sizing and modifications .