Ryan Costello
About Ryan Costello
Ryan Costello (age 48) is an independent director and serves as independent Board Chair of Mawson Infrastructure Group (MIGI). He has served on the board since 2023 and became Board Chair in 2024. He is NACD Directorship Certified, holds an Honors degree from Ursinus College and a law degree from Villanova University, and earned a 2022 Wharton certificate in Economics of Blockchain and Digital Assets. He founded and operates Ryan Costello Strategies, LLC (a federal policy advocacy firm) and is a visiting lecturer at American University; he previously served in the U.S. Congress (2015–2019) on the Energy & Commerce, Transportation & Infrastructure, and Veterans Affairs Committees, and earlier held multiple elected county roles in Pennsylvania. He maintains an active Pennsylvania law license .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives | Member of Congress | 2015–2019 | Served on Energy & Commerce; Transportation & Infrastructure; Veterans Affairs Committees |
| Chester County, PA | Commissioner; Board Chair | 2011–2014 | Oversaw $500M+ audited budget; pension board oversight of $100M+; audit and CAFR oversight |
| Chester County, PA | Recorder of Deeds | 2008–2011 | Financial reporting oversight, reconciliations, audit oversight |
| East Vincent Township, PA | Supervisor | 2003–2008 | Financial oversight, auditor engagement, annual public audit compliance |
| Private Legal Practice (PA) | Attorney | 2002–2014 | Corporate/real estate regulatory and finance matters; active PA law license |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ryan Costello Strategies, LLC | Founder/Operator (policy advocacy) | 2019–present | Advises Fortune 500s and trade associations on public policy/strategic communications across tech, tax, energy, healthcare, automotive |
| American University | Visiting Lecturer | 2019–present | Teaching role since 2019 |
| Phunware, Inc. (NASDAQ: PHUN) | Director; Audit Committee member | 2021–2023 | Public company directorship; audit committee service in 2023 |
| Red White & Bloom Brands (CNSX: RWB) | Director | 2021–2022 | Public company directorship |
Board Governance
- Current MIGI board roles (2025 slate): Independent Board Chair; Chair, Nominating & Governance; Member, Audit; Member, Compensation; Member, Strategic Transactions .
- 2024 roles: Compensation Committee Chair; Member, Audit; Member, Nominating & Governance .
- Independence: Board determined Costello is independent under Nasdaq; also independent for Audit and Compensation committees (Rule 10A‑3 and 10C‑1) .
- Audit Committee Financial Expert: The Board determined Costello meets the SEC definition (along with Greg Martin) .
- Committee activity/engagement (2024): Audit (14 meetings), Compensation (12), Nominating & Governance (3). Strategic Transactions Committee established in 2025 (no 2024 meetings) .
- Attendance: Board held 22 meetings in 2024; all directors serving at the time attended the 2024 annual meeting. In 2023, the Board held 27 meetings; all directors attended the 2023 annual meeting .
- Chairmanship and engagement: Costello signed the 2025 proxy as Board Chair; board recommends key proposals (auditor ratification, director slate, say‑on‑pay, reverse split authorization) .
Fixed Compensation
| Year (FY) | Role | Cash Fees ($) | Notes |
|---|---|---|---|
| 2024 | Independent Director/Chair | 147,436 | Non‑employee directors receive annual cash fees; reimbursed for reasonable expenses |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting/Performance Metric | Grant Date Fair Value Basis | Notes |
|---|---|---|---|---|---|
| RSU | Mar 4, 2024 | 118,395 | Time‑based: tied to board tenure until 2025 annual meeting (no performance metric) | VWAP on grant date | Director annual equity under Equity Incentive Plan |
| RSU | Jul 1, 2024 | 113,473 | Time‑based: tied to board tenure until 2025 annual meeting (no performance metric) | VWAP on grant date | Director annual equity under Equity Incentive Plan |
- Director compensation mix (2024): Cash $147,436; Stock awards $354,285; Total $501,721 .
- Clawback: Company has an Accounting Restatement Clawback Policy that applies to directors .
- Hedging/insider trading: In 2024, the company had not adopted a hedging policy; the Board may consider adopting one. The company maintains an Insider Trading Policy covering directors and prohibits trading while in possession of MNPI, with blackout periods and 10b5‑1 plan allowances .
Other Directorships & Interlocks
| Company | Ticker/Exchange | Role | Tenure | Committee Roles |
|---|---|---|---|---|
| Phunware, Inc. | PHUN (NASDAQ) | Director | 2021–2023 | Audit Committee member (2023) |
| Red White & Bloom Brands | RWB (CNSX) | Director | 2021–2022 | — |
No MIGI proxy disclosure indicates interlocks with MIGI competitors/suppliers/customers for Costello in the reviewed sections .
Expertise & Qualifications
- Policy/regulatory expertise spanning technology, tax, energy, healthcare, automotive; former Member of Congress (Energy & Commerce; Transportation & Infrastructure; Veterans Affairs) .
- Financial oversight credentials from prior public sector leadership; designated Audit Committee Financial Expert at MIGI .
- Legal background (active PA law license); NACD Directorship Certified; Wharton blockchain/digital assets executive education .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date | Notes |
|---|---|---|---|---|
| Ryan Costello | 183,473 | <1% | Aug 21, 2025 | Based on 20,846,102 shares outstanding |
- Ownership breakdown (vested vs unvested; pledged shares): Not specifically broken out for Costello in the ownership table; no pledge disclosures noted in the reviewed sections .
- Ownership guidelines: No director stock ownership guideline disclosures found in the reviewed sections .
Insider Trades (Disclosed Awards/Filings)
| Date | Filing/Type | Security | Shares/Units | Price/Terms | Notes/Source |
|---|---|---|---|---|---|
| Mar 4, 2024 | RSU grant (director equity) | RSU | 118,395 | Grant date FV based on VWAP | Tied to tenure until 2025 annual meeting |
| Jul 1, 2024 | RSU grant (director equity) | RSU | 113,473 | Grant date FV based on VWAP | Tied to tenure until 2025 annual meeting |
| Sep 30, 2025 (filed Oct 7, 2025) | Form 4/A | — | — | — | Form 4/A filed by Costello (see filing) |
| Nov 7, 2025 | Form 4 | — | — | — | Form 4 filed by Costello (see EDGAR) |
Governance Assessment
- Strengths
- Independent Board Chair with policy/regulatory depth; independence affirmed for Board and key committees .
- Audit Committee Financial Expert designation; robust committee activity (Audit 14; Compensation 12; Nominating 3 in 2024) suggesting active oversight .
- Director compensation emphasizes equity (time‑based RSUs) aligning with shareholder interests; clawback policy applies to directors .
- Shareholder support: In the 2024 annual meeting, Costello was elected with 3,507,747 votes “For” versus 627,194 “Against” and 875,609 “Abstain” (broker non‑votes 2,902,999) .
- Watch items / potential red flags
- Hedging policy had not been adopted as of the 2024 proxy (Board may consider adopting), though an Insider Trading Policy governs trading and blackout periods; monitor for final hedging policy adoption .
- No explicit disclosure of stock ownership guidelines for directors or pledge restrictions in the reviewed sections; monitor future proxy disclosures for ownership policy enhancements .
- Role shifts: moved from Compensation Committee Chair (2024) to Nominating & Governance Chair (2025); fee structure not disaggregated by chair/membership, limiting pay‑for‑role transparency .
Related‑party transactions: The Audit Committee is tasked with related‑party oversight; no Costello‑specific related‑party transactions are disclosed in the reviewed sections .
Risk oversight: The Board oversees financial/operational/cyber and strategic transaction risks, with formal annual risk assessments and committee‑level risk responsibilities .
Appendix: Committee Summary (2024–2025)
- 2025 slate (current):
- Nominating & Governance (Chair: Costello); Audit (Member: Costello); Compensation (Member: Costello); Strategic Transactions (Member: Costello) .
- 2024:
- Compensation (Chair: Costello); Audit (Member: Costello); Nominating & Governance (Member: Costello) .
Sources
- MIGI DEF 14A (Sept 4, 2025): Board nominees/roles, biography, independence, committee activity, director compensation, ownership, audit/compensation committee disclosures .
- MIGI DEF 14A (Apr 30, 2024): Prior roles/biography snapshot, independence, meeting activity, 2024 slate roles, equity plan and policies (hedging status in 2024) .
- 8‑K Item 5.07 (June 14, 2024): Director election vote results (including Costello) .
- EDGAR/Form 4 filings (2025): Evidence of insider filings by Ryan Costello .