Kaliste Saloom
About Kaliste Saloom
Kaliste Saloom, age 65, is Interim CEO (since June 3, 2025), General Counsel, and Corporate Secretary (since July 1, 2024). He joined MIGI in November 2023 as VP Legal and has over 40 years of commercial and litigation experience; prior roles include General Counsel at Kin Capital Partners (2022–2023) and Energy & Technology Corp. (2018–2022), with earlier attorney roles at Cambridge Industries and ViaSat. He holds a JD from Tulane Law School and a BS in Computer Science from the University of Southwestern Louisiana; he is a licensed attorney . Company performance context: FY2024 revenue rose 36% YoY and gross profit rose 35%; pay-versus-performance shows TSR value of a $100 initial investment at 12.52 for 2024 alongside negative net income, indicating equity value pressure despite operational progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mawson Infrastructure Group (MIGI) | Interim CEO | Appointed June 3, 2025 | Led CEO transition; oversight of strategy, operations, governance |
| Mawson Infrastructure Group (MIGI) | General Counsel & Corporate Secretary | July 1, 2024 – present | Corporate governance, legal oversight, disclosure and compliance |
| Mawson Infrastructure Group (MIGI) | VP Legal (then interim GC/CS) | Nov 2023 – Mar 2024 (interim GC/CS through Mar 2024) | Built in-house legal function; supported transition to formal GC/CS |
| Kin Capital Partners, LLC | General Counsel | 2022–2023 | Led legal matters at investment firm; commercial and transactional support |
| Energy & Technology Corp. (OTCMKTS: ENGT) | General Counsel & VP | 2018–2022 | Public company legal leadership; energy/technology sector expertise |
| Cambridge Industries, Inc. | Attorney | Not disclosed | International technology/commercial networking legal work |
| ViaSat, Inc. | Attorney | Not disclosed | Satellite internet company legal work |
External Roles
No public company board directorships or committee roles disclosed in the proxy biography; prior experience is primarily in-house counsel and attorney roles .
Fixed Compensation
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $199,039 | Increased to $360,000 effective June 3, 2025 (upon Interim CEO appointment) |
| Annual Bonus ($) | $100,000 expected for 2024; $50,000 cash + $50,000 RSUs | Not disclosed |
| Annual RSU Eligibility ($) | Eligible for annual grant equivalent to $50,000 | Eligible for annual grant equivalent to $50,000 |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Fair Value Basis (VWAP) | Vesting/Settlement Horizon |
|---|---|---|---|---|
| Mar 4, 2024 | RSU | 158,730 | $1.51 VWAP on grant date | Awards vest/settle through 2028 |
| Jul 1, 2024 | RSU | 144,093 | $1.55 VWAP on grant date | Awards vest/settle through 2028 |
| Outstanding Unvested/Unearned RSUs | Market/Payout Value ($) | Valuation Basis |
|---|---|---|
| 302,823 | $251,343 | RSUs valued at $0.83 closing price as of Dec 31, 2024 |
Notes:
- Compensation philosophy emphasizes equity as a central component to align leadership with long-term shareholder value; specific annual incentive performance metrics and weightings for Mr. Saloom are not disclosed .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Total beneficial ownership (common shares) | 210,982 shares |
| Ownership as % of shares outstanding | 1% (based on 20,846,102 shares outstanding) |
| RSUs unvested/unearned (as of 12/31/2024) | 302,823 RSUs |
| Shares pledged as collateral | None known to the Company; no confirmed arrangements including pledges that may result in change in control |
Additional alignment and risk policies:
- Insider Trading Policy with blackout periods and allowance for compliant 10b5-1 plans .
- Clawback Policy adopted per Exchange Act Section 10D for accounting restatement recoupment .
- Hedging Policy: Not adopted at this time (potential alignment risk) .
Section 16 compliance:
- Delinquent filings noted: Mr. Saloom failed to timely file a Form 3 upon appointment (July 1, 2024) and two Form 4s related to RSU awards (FY2024), indicating process/control weakness in insider reporting .
Employment Terms
| Term | Detail |
|---|---|
| Employment offer date | July 1, 2024 (General Counsel & Corporate Secretary) |
| Interim CEO appointment | Effective June 3, 2025 |
| Base salary | $225,000 as GC/CS; increased to $360,000 upon Interim CEO appointment |
| Annual bonus eligibility | Eligible; may be cash and/or equity, determined by Company and Compensation Committee |
| Annual RSU eligibility | $50,000 equivalent per year |
| Severance provisions | Not disclosed for Mr. Saloom |
| Change-of-control provisions | Not disclosed for Mr. Saloom |
| Clawback | Company-wide Accounting Restatement Clawback Policy compliant with Section 10D |
| Hedging policy | Not adopted (Board may consider future adoption) |
Performance & Track Record
Company operational outcomes in 2024:
- Digital colocation revenue +136% YoY; energy management revenue +42% YoY; total revenue +36% YoY; gross profit +35% YoY; operating hash rate +31% YoY; positive cash flow from operations and net cash flow positive year-end 2024 .
Pay-versus-performance context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR: $100 initial investment (value) | 20.81 | 48.27 | 12.52 |
| Net Income ($) | (52,762,308) | (60,421,822) | (46,131,701) |
Governance and shareholder feedback:
- Say-on-pay frequency set triennially; next vote in 2028; say-on-frequency every six years; next in 2028 .
Capital markets and listing developments relevant to equity value:
- Nasdaq minimum bid price deficiency notice received; reverse split proposal up to 1-for-30 approved by Board for stockholder vote to regain compliance .
- Involuntary bankruptcy petition (Oct 2025) dismissed; Interim CEO Saloom noted expected relief of downward stock price pressure and improved liquidity .
Investment Implications
- Alignment: Equity-heavy pay and multi-year RSU vesting through 2028 support long-term alignment; beneficial ownership of ~1% strengthens skin-in-the-game, though absolute share count remains modest for an Interim CEO .
- Retention and supply risk: Material unvested RSUs could create selling pressure upon vesting; hedging policy absence is a governance gap; however, clawback policy mitigates restatement-related risk .
- Incentive transparency: Lack of disclosed performance metric weightings for annual incentives reduces visibility into pay-for-performance rigor; monitoring Compensation Committee disclosures and future proxies is warranted .
- Governance and controls: Section 16 delinquency for Mr. Saloom indicates insider reporting process weaknesses; remedial control improvements should be assessed .
- Capital markets overhang: Reverse split path to regain Nasdaq compliance and recent dismissal of involuntary bankruptcy petition address near-term liquidity and listing risks, but TSR and persistent net losses underscore execution risk and the need for sustained operational improvement in AI/HPC and digital asset infrastructure segments .