Benjamin Yi
Riot PlatformsAbout Benjamin Yi
Executive Chairman of Riot Platforms since May 24, 2021; director since October 2018; Chair from November 2020–May 2021. Age 43. Education: Master of Finance (Rotman School of Management, University of Toronto); Bachelor of Commerce (Trinity College, University of Toronto); CFA charter holder. 2024 performance context: Revenue $376.7M, Net Income $109.4M, Adjusted EBITDA $463.2M, operated 31.5 EH/s and mined 4,828 BTC; issued $594.4M convertible notes to fund Bitcoin purchases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IOU Financial Inc. | Head of Capital Markets & Corporate Development | 2017–2021 | Led capital markets and corporate development at fintech lender; experience leveraged for Riot’s growth strategy . |
| Dundee Corporation | Corporate Development & Strategy | 2015–2016 | Corporate development in natural resources-focused conglomerate . |
| Dundee Corporation | Investment Management | 2010–2015 | Investing across the capital structure in natural resources, energy tech, real estate, automotive . |
| 1832 Asset Management L.P. (predecessor) | Securities Analyst | 2006–2010 | Covered energy and special situations; part of team managing a large natural resources fund . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PetroMaroc Corporation plc | Independent Director; Chair, Corporate Governance & Remuneration | 2013–2016 | Corporate governance experience . |
| Android Industries, LLC | Board of Managers; Audit Committee | 2014–2016 | Automotive modules manufacturing oversight . |
| Woulfe Mining Corp. | Independent Director; Audit Committee (occasional Chair) | 2013–2015 | Mining company board experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary – Cash | $420,833 | $638,462 | $600,000 |
| Base Salary – Bitcoin (fair value) | $258,924 | $347,625 | $765,153 |
| AIP Target % | 100% of base salary | 100% of base salary | 100% of base salary |
| AIP Target – Bitcoin | 10 BTC | 10 BTC | 10 BTC |
Notes:
- Effective July 1, 2023, base salary increased from $550,000 to $600,000; Bitcoin salary is paid quarterly .
Performance Compensation
| Component | Metric | Weight | 2024 Actual | Payout Contribution |
|---|---|---|---|---|
| AIP Quantitative | Adjusted EBITDA (peer-relative) | 30% | Riot ranked 1st quartile | 60% |
| AIP Quantitative | Bitcoin Production (peer-relative) | 25% | Riot ranked 1st quartile | 45% |
| AIP Quantitative | Direct Cost per Bitcoin (peer-relative) | 25% | Riot ranked 2nd quartile (low cost) | 25% |
| AIP Discretionary | Strategic achievements | 20% | Liquidity leadership; remediation of material weaknesses; efficiency gains | 30% |
- 2024 AIP payout certified at 165% of target (135% quantitative + 30% discretionary) .
- 2023 AIP revised from 150% to 170% due to accounting changes (ASU 2023-08), with incremental catch-up paid in 2024 .
| Actual Bonus Paid (2024) | Cash | Bitcoin (fair value) | Total |
|---|---|---|---|
| 2024 AIP + 2023 adjustment | $1,105,000 ($990,000 + $115,000) | $1,760,610 (16.5 BTC $1,642,953 + 1.828 BTC $117,657) | $2,865,610 |
Equity Incentives (LTIP)
| Award | Grant Date | Type | Target Shares | Max Shares | Vesting / Performance |
|---|---|---|---|---|---|
| 2023 LTIP – One-time supplemental | Jan 3, 2024 | PRSAs | 2,500,000 | 5,000,000 | Eligible to vest July 31, 2026; relative TSR vs Russell 3000 . |
| 2024 LTIP – Performance | Jul 1, 2024 | PRSAs | 376,884 | 753,768 | Three-year performance; vest July 1, 2027 on certified relative TSR . |
| 2024 LTIP – Service-based | Jul 1, 2024 | RSAs | 376,884 | N/A | Time-based vesting in three equal annual tranches through July 1, 2027 . |
Relative TSR vesting schedule (vs Russell 3000):
- 0% to <10%: 100% of target; 10%–<20%: 140%; 20%–<25%: 180%; ≥25%: 200% (max) .
Multi-Year Summary Compensation (NEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (Cash + BTC FV) | $679,757 + $258,924 | $986,087 + $347,625 | $1,365,153 (includes $600,000 cash + 10 BTC FV) |
| Stock Awards (Grant-date FV) | $20,297,175 | $10,991,245 | $79,263,056 |
| Non-Equity Incentives | $512,764 | $1,496,478 | $2,865,610 |
| All Other Compensation | $8,853 | $28,539 | $9,591 |
| Total Compensation | $21,498,549 | $13,502,349 | $83,503,410 |
Equity Ownership & Alignment
| Category (as of Apr 14, 2025) | Shares |
|---|---|
| Directly held | 1,594,156 |
| Indirect (Acorn Capital Foundation LC – trust) | 1,000,000 |
| Unvested PRSAs (beneficially listed) | 6,123,408 |
| Unvested RSAs (beneficially listed) | 500,098 |
| Total reported beneficial shares | 9,217,662 |
| % of shares outstanding | * (less than 1%) |
Additional alignment policies:
- Stock ownership guidelines: 5x base salary; status Met as of April 7, 2025 .
- Hedging/short sales prohibited; preclearance required; options trading restricted .
- Pledging permitted only if loan/investment ≤25% of pledged Riot securities’ value; no directors/NEOs have pledged shares .
Employment Terms
| Term | Details |
|---|---|
| Current agreement | Executed Nov 20, 2024; 36-month term; auto-renews in 12-month increments . |
| Compensation | $600,000 annual base salary (cash) + 10 BTC per year (paid quarterly) . |
| AIP target | 100% of base salary + 10 BTC; min 0% . |
| Severance (policy) | Double-trigger change-in-control; accelerated vesting of unvested RSAs/PRSAs; cash severance up to 12 months + salary through end of employment term; no severance for “cause” or without good reason . |
| Potential payments (as of 12/31/2024) | Double-trigger: Severance $7,543,602; Restricted Stock acceleration $67,625,996; Total $75,169,598 . |
| Clawback | Adopted Oct 2, 2023; recovers excess incentive comp upon restatement per SEC/Nasdaq rules . |
| Tax gross-ups | None for parachute/409A; may net settle equity for taxes per plan . |
| Non-compete/non-solicit | Not disclosed in proxy/8-K materials reviewed . |
Board Governance
- Role: Executive Chairman; non-independent executive director; resigned from all committee roles upon appointment (May 24, 2021) .
- Current committees: None for Yi; Board has three standing committees all chaired by independents .
- Lead Independent Director: Lance D’Ambrosio (Feb 2025); separates CEO and Executive Chair roles; presides when Executive Chair must abstain .
- Attendance: 22 board meetings in 2024; all directors attended 100% of board and committee meetings; independent director executive sessions held regularly with 100% attendance .
- Director compensation: Yi receives no additional pay for board service .
Compensation Structure Analysis
- Equity-heavy mix: Large PRSA allocations including a one-time 2023 supplemental PRSA (target 2.5M, max 5.0M shares) designed to drive Corsicana development; creates multi-year vesting overhang into mid-2026/mid-2027 (potential selling pressure upon settlement) .
- Shift in fixed cash: Base increased to $600k effective July 1, 2023; continued BTC salary demonstrates crypto-aligned pay philosophy .
- Strong pay-for-performance: AIP 80% quantitative (Adj. EBITDA, production, cost/Bitcoin) and relative TSR in LTIP; 2024 AIP certified at 165% of target reflecting peer leadership .
- Say-on-Pay support: 90.9% approval in 2024; continued engagement and disclosure improvements .
Related Party Transactions
- Brother: Soomin David Yi employed as VP, Corporate Development (joined May 1, 2024); 2024 cash comp $227,957; initial RSU grant 9,302; eligible for LTIP PRSUs (20,100) and RSUs (10,050); Compensation and Audit Committees ratified/approved terms .
Risk Indicators & Red Flags
- Large CIC acceleration: Double-trigger equity acceleration and severance could create significant change-of-control economics (Total potential ~$75.2M as of 12/31/2024) .
- One-time LTIP modification: Supplemental PRSAs in Jan 2024 to incentivize 2023–2026 Corsicana period; while strategic, represents a sizable incremental award .
- Family employment: Related party employment of sibling (David Yi) may warrant ongoing governance oversight despite committee approval .
- Pledging policy permits limited pledging; current status: none pledged by directors/NEOs .
Director Compensation (for directors)
| Element | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $100,000 |
| Board Chair fee (non-employee) | $20,000 |
| Annual equity grants (e.g., RSAs/RSUs) | Typical annual grant with quarterly vesting; 2024 example: 24,000 RSAs/RSUs at $9.95 FV for departing directors . |
| Yi’s board pay | None (executive officer) |
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~90.9% support; company aligned 2025 equity incentive practices with prior disclosures; ongoing stockholder engagement .
- 2025 proposals include annual Say-on-Frequency and support for declassifying the board (stockholder proposal) .
Investment Implications
- Alignment: BTC-linked salary and rigorous AIP/LTIP metrics (Adj. EBITDA and relative TSR) tie pay outcomes to operational/market performance; Yi meets 5x ownership guideline; no pledging—positive alignment signals .
- Overhang: Significant unvested PRSAs (2026/2027 vest dates) and large CIC acceleration present potential supply and event-driven risks; monitor 10b5-1 plans and settlement behavior around vesting dates .
- Governance: Dual-role Executive Chair with strong Lead Independent Director oversight, full attendance, and ongoing board refresh; related party employment is disclosed and committee-approved but merits continued scrutiny .
- Performance linkage: 2024 AIP certified at 165% reflecting peer-leading financials; if peer-relative metrics or TSR underperform, LTIP payouts could be reduced—a meaningful performance governor for compensation .
Citations: All facts and figures above reference SEC filings and proxy statements as cited in brackets: [document_id:chunk_idx].