Steven Soles
About Steven Soles
Steven Soles (52) is an independent director of Mawson Infrastructure Group (MIGI) since 2025, currently serving as Chair of the Compensation Committee and Chair of the Strategic Transactions Committee, and as a member of the Audit Committee and the Nominating & Corporate Governance Committee . He is Chief Operating Officer and General Counsel of Elmagin Capital LLC (since November 2014) and previously served as Vice President and General Counsel at TFS Capital, LLC (2011–2017) . He holds a Bachelor’s degree from West Chester University and a Juris Doctor from Villanova University . The Board has determined he is independent under NASDAQ rules (including Rule 10A‑3 for audit committee members) and Rule 10C‑1 for compensation committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TFS Capital, LLC | Vice President & General Counsel | 2011–2017 | Legal, compliance, and transactional experience cited as core qualifications . |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Elmagin Capital LLC | Chief Operating Officer & General Counsel | Nov 2014–present | Oversees operational, legal, and regulatory functions in U.S. wholesale electricity markets . |
Board Governance
- Committee assignments and chairs: Compensation (Chair), Strategic Transactions (Chair), Audit (Member), Nominating & Corporate Governance (Member) .
- Independence: Board determined Soles is independent under NASDAQ rules; also independent for Audit (Rule 10A‑3) and Compensation (Rule 10C‑1) committees .
- Audit Committee financial experts: Greg Martin and Ryan Costello; Soles is not designated as the AC financial expert .
- Board and committee activity (context): Board met 22 times in 2024; Audit met 14 times; Compensation met 12 times; Nominating met 3 times; Strategic Transactions Committee was created in 2025 (no 2024 meetings) .
- Executive sessions: Independent directors meet in executive session as needed .
- Attendance disclosure: Corporate Governance Guidelines provide directors will attend the annual meeting; all directors serving at the time attended the 2024 annual meeting (Soles joined in 2025) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual director compensation | $225,000 | For Board and committee service; paid 50% cash / 50% RSUs under the 2024 Omnibus Equity Incentive Plan . |
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Settlement/Status | Notes |
|---|---|---|---|---|---|
| RSUs | Nov 7, 2025 | 36,188 | Deemed vested on June 12, 2025 (one‑year anniversary of 2024 annual meeting) | Settled into common shares on Nov 10, 2025 | Grant associated with Board service . |
| RSUs | Nov 7, 2025 | 138,053 | Vest on June 9, 2026 (service‑based) | Unsettled as of filing | Time‑based vesting; no performance metrics disclosed . |
No performance metrics (e.g., TSR, revenue, EBITDA) are disclosed for director equity awards; awards are service‑based RSUs per Form 4 and director compensation disclosure .
Other Directorships & Interlocks
- Current public company directorships: None disclosed in MIGI’s proxy biography .
- Interlocks/related entities: The Company disclosed no transactions with Soles reportable under Item 404(a) of Regulation S‑K upon his appointment .
- MIGI related‑party controls: Audit Committee oversees related‑party transactions under the Company’s policy; recent related‑party reviews focused on a former director/executive (not Soles) .
Expertise & Qualifications
- Legal, M&A, compliance, and transactional expertise; operations leadership in energy/markets via Elmagin .
- Education: BA, West Chester University; JD, Villanova University .
- Not designated as “audit committee financial expert” (Board designated Martin and Costello) .
Equity Ownership
| Category | Detail | Date/As-Of |
|---|---|---|
| Beneficial ownership (proxy record date) | “—” shares; less than 1% | Aug 21, 2025 . |
| Vested common shares | 36,188 shares (from RSUs settled) | Settled Nov 10, 2025 . |
| Unvested RSUs outstanding | 138,053 RSUs vesting June 9, 2026 | Granted Nov 7, 2025 . |
| Initial Form 3 (onboarding) | Form 3 filed April 30, 2025 (initial statement of beneficial ownership) | Apr 30, 2025 . |
| Pledging/Hedging | Company has not adopted a hedging policy as of the proxy; Board may consider in future | 2025 Proxy . |
| Clawback | Accounting restatement clawback policy applies to directors, officers, and employees | 2025 Proxy . |
Governance Assessment
- Positives for investor confidence:
- Fully independent status; serves as Chair of Compensation and Strategic Transactions, and member of Audit and Nominating, indicating high engagement and governance influence .
- No related‑party transactions disclosed with Soles (Item 404(a)); Audit Committee oversight process in place for related‑party reviews .
- Clawback policy covering directors; active committee cadence and executive sessions support oversight .
- Director pay includes equity (50% RSUs), aligning interests with shareholders .
- Risk indicators and watch items:
- Company has not adopted a hedging policy for insiders, which some investors view as a governance gap; Board may consider adopting in the future .
- As of the proxy record date, Soles had no beneficial ownership; subsequent RSU settlement increased alignment but remains modest in absolute terms .
- Company‑level listing risk: Nasdaq minimum bid price deficiency and reliance on a reverse split proposal—governance context rather than Soles‑specific, but relevant to overall board effectiveness and investor perception .
Appendix: Key Appointment & Filing References
- Board appointment and compensation terms (8‑K, April 3–4, 2025): appointment effective April 4, 2025; committee assignments; independence; $225,000 annual compensation (50% cash/50% RSUs) .
- 2025 Proxy (DEF 14A): Board/committee structure, independence determinations, meeting counts, policies (clawback, hedging, related‑party) .
- Insider ownership and transactions: Form 3 (Apr 30, 2025); Form 4 detailing Nov 2025 RSU grants and settlement .