William Regan
About William Regan
William C. Regan is Chief Financial Officer of Mawson Infrastructure Group Inc. (MIGI) effective January 17, 2025; he joined in 2024 as Deputy CFO. He is 67, holds a B.S. in Business Administration—Accounting from California State Polytechnic University, Pomona, and is a Certified Public Accountant (inactive) . Company performance context: FY2024 revenue rose 36% to $59.3M and Adjusted EBITDA improved to $2.0M vs $0.6M in 2023, while TSR (company-level pay-versus-performance table) reflected $100 investment values of 48.27 (2023) and 12.52 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everything Blockchain, Inc. | Chief Financial Officer | 2021–2024 | Public tech CFO experience in blockchain, zero-trust, and database tech . |
| Rentech, Inc. | Vice President, Corporate Controller | 2016–2018 | Public company controller in diversified industrials . |
| DTS Digital Cinema | Controller | 2006–2008 | Finance leadership in entertainment tech infrastructure . |
| Digital Insight Corporation | Controller | 2000–2001 | Controller in online banking software . |
| National Golf Properties, Inc. | VP, Controller & Treasurer | 1993–2000 | REIT finance leadership in asset-heavy operations . |
External Roles
- No current public company board roles disclosed for Regan .
Fixed Compensation
| Component | Detail | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $225,000 | Dec 9, 2024 (offer acceptance); role as CFO effective Jan 17, 2025 | Per Regan Agreement . |
| Base Salary (increase) | $354,000 | June 3, 2025 | Increased “in recognition of additional duties” during CEO transition . |
| Annual RSU Eligibility | $100,000 equivalent | Ongoing | Eligible under company equity plan . |
| Annual Performance Bonus Eligibility | Discretionary (cash and/or equity) | Ongoing | Determined by Company and Compensation Committee; metrics not specified . |
Performance Compensation
| Incentive | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Performance Bonus | Not specifically disclosed for CFO | Not disclosed | Determined by Company/Comp Committee; no CFO-specific targets disclosed | N/A . |
| Annual RSU Grant | Company service/retention | $100k eligibility | Specific CFO grant disclosed below | Per grant documents . |
Disclosed Equity Grants (CFO)
| Grant Date | Award Type | Quantity | Vesting | Settlement/Expiration |
|---|---|---|---|---|
| May 15, 2025 | RSUs | 163,934 | Vests in full on May 14, 2026 | Per Form 4; settlement customary |
Note: Company-wide Clawback Policy applies to incentive compensation in event of accounting restatement under Section 10D (Exchange Act) . Insider Trading Policy imposes blackout periods and prohibits trading while in possession of MNPI; 10b5-1 plans may be used .
Equity Ownership & Alignment
| Item | Value | As-of |
|---|---|---|
| Beneficial ownership (shares) | — | Aug 21, 2025 (record date) . |
| Ownership % of outstanding | — | Aug 21, 2025 (20,846,102 shares outstanding) . |
| Vested vs unvested | 163,934 RSUs unvested until May 14, 2026 (CFO grant) | May 15, 2025 grant . |
| Options (exercisable/unexercisable) | Not disclosed for CFO | FY2024 outstanding awards table did not list Regan . |
| Pledging of shares | No pledging disclosed | Proxy policies section . |
| Hedging policy | No anti-hedging policy adopted at this time (Board may consider in future) | . |
| Ownership guidelines | Not disclosed for executives | Proxy does not state guidelines . |
Employment Terms
| Term | Detail |
|---|---|
| Role/Tenure | CFO effective Jan 17, 2025; joined as Deputy CFO in 2024 . |
| Agreement | Written offer dated Dec 9, 2024 (Regan Agreement) . |
| Compensation Elements | Base salary ($225k; increased to $354k on Jun 3, 2025), annual RSUs ($100k), discretionary annual performance bonus (cash/equity) . |
| Severance/Change-of-Control | Not disclosed for CFO in proxy excerpts provided . |
| Non-compete/Non-solicit | Not disclosed for CFO . |
| Clawback | Company-wide Accounting Restatement Clawback Policy in place (Section 10D) . |
| Insider Trading | Policy prohibits trading while holding MNPI; blackout periods around filings; allowance for compliant 10b5-1 plans . |
Performance & Track Record (Company context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenues ($) | $43,571,720 | $59,265,125 . |
| Adjusted EBITDA ($) | $627,584 | $1,963,310 . |
| TSR – Value of initial $100 investment | 48.27 | 12.52 . |
Key 2024 operational highlights: Digital colocation revenue +136% YoY; energy management +42% YoY; self-mining revenue −42% YoY (post-halving and higher network difficulty) . Working capital remained negative ($35.9M), short-term borrowings $20.9M (overdue), and management disclosed going-concern risks and material weaknesses in internal control over financial reporting (segregation of duties, close process, IT general controls, third-party data, fixed asset verification) .
Governance & Shareholder Matters (relevant to incentives)
- Compensation oversight by independent Compensation Committee; meaningful equity awards vesting through 2028; 12 committee meetings in 2024 .
- 2025 proxy includes advisory say‑on‑pay proposal (Proposal No. 3) .
- Reverse split proposal driven by Nasdaq bid-price deficiency; hearing/extension process disclosed .
Vesting Schedules & Insider Selling Pressure
- Regan RSUs vest May 14, 2026, creating a potential supply overhang around that date; trading constrained by blackout periods/insider policy and any 10b5‑1 plans .
Compensation Structure vs Performance Metrics
- CFO compensation comprises modest base salary (raised during leadership transition), annual RSUs eligibility, and discretionary performance bonus without disclosed targets/weightings (Board/Comp Committee discretion). Company compensation philosophy emphasizes long-term stockholder alignment via multi-year equity vesting .
Risk Indicators & Red Flags
- Internal control material weaknesses and going-concern risk; negative working capital and overdue debt facilities .
- Nasdaq bid-price compliance risk; reverse split contemplated .
- No anti-hedging policy currently adopted (potential misalignment risk despite insider trading constraints) .
- Legal disputes outstanding (e.g., CleanSpark earnout claim; Celsius-related matters) .
Investment Implications
- Alignment: Regan’s equity grant vesting in 2026 supports retention/alignment, but as of Aug 21, 2025 he shows no beneficial ownership in the proxy, indicating alignment will depend on unvested RSUs converting over time .
- Retention/Execution: Salary increase during CEO transition and 2026 RSU vest indicate retention hooks; however, internal control remediation, capital needs, and Nasdaq listing risk heighten execution risk for the finance function .
- Trading Signals: Watch for additional Form 4 grants, any 10b5‑1 plan adoptions, and activity around May 2026 vesting; blackout periods may defer sales into windows after filings .
- Pay-for-performance: CFO bonus metrics are undisclosed, reducing transparency; Board discretion plus clawback policy mitigate some risk, but lack of anti-hedging policy is a governance gap .