Jason Chung
Riot PlatformsAbout Jason Chung
Jason Chung is Executive Vice President, Head of Corporate Development & Strategy at Riot Platforms, with an executive employment agreement effective November 20, 2024 and an initial 36‑month term that auto‑renews in 12‑month increments . His base salary was increased from $450,000 to $500,000 effective July 1, 2024, with an Annual Incentive Plan (AIP) target of 100% of base; specific age and education are not disclosed in available filings . Company performance context: Riot reported 2024 Total Shareholder Return (TSR) of 911.61 and Adjusted EBITDA of $463,189 thousand, framing the pay‑for‑performance alignment environment for senior executives .
Fixed Compensation
Base salary and AIP targets
| Metric | June 2023 | July 2024 |
|---|---|---|
| Base Salary (USD) | $450,000 | $500,000 |
| AIP Target (% of Base) | 100% | 100% |
Cash incentive outcomes (AIP)
| Metric | 2023 | 2024 |
|---|---|---|
| Target (% of Base) | 100% | 100% |
| Maximum (% of Base) | 200% | 200% |
| Actual Payout (USD) | $562,500 | $858,750 |
Summary compensation (multi‑year)
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $375,000 | $475,000 |
| Stock Awards (Grant‑date fair value) | $7,327,477 | $19,755,371 |
| Non‑Equity Incentive Comp (AIP) | $562,500 | $858,750 |
| All Other Compensation | $15,582 | $18,179 |
| Total | $8,280,559 | $21,107,300 |
| Notes | Not a NEO in 2022 | Executive Wellness Program $18,179 |
Performance Compensation
Equity grant detail (2024 and 2023 LTIP)
| Grant Date | Award Type | Target Shares | Maximum Shares | Grant‑Date Fair Value (USD) |
|---|---|---|---|---|
| Jan 3, 2024 | PRSA (2023 LTIP amendment) | 500,000 | 1,000,000 | $14,180,000 |
| Jul 1, 2024 | PRSA (2024 LTIP) | 251,256 | 502,512 | $2,499,997 |
| Jul 1, 2024 | RSA (2024 LTIP) | 251,256 | — | $2,499,997 |
| AIP Targets | AIP Target (cash) | $783,750 (Jan 3, 2024) | — | — |
| AIP Allocation | AIP (cash) | $75,000 (Aug 13, 2024) | — | — |
- Service‑based (time‑based) RSAs/RSUs vest in three approximately equal annual tranches over three years, subject to continuous service .
- Performance‑based PRSAs/PSUs vest after a three‑year performance period on Relative TSR vs Russell 3000, subject to committee certification and continuous service .
Relative TSR vesting schedule (LTIP)
| Relative TSR Hurdle | Vesting % of Target Award |
|---|---|
| (50%) to < (40%) | 0% |
| (40%) to < (30%) | 20% |
| (30%) to < (20%) | 40% |
| (20%) to < (10%) | 60% |
| (10%) to < 0% | 80% |
| 0% to < 10% | 100% (Target) |
| 10% to < 20% | 140% |
| 20% to < 25% | 180% |
| ≥25% | 200% (Maximum) |
2023 LTIP one‑time supplemental performance award
| Metric | Target Shares | Maximum Shares | Vesting Date |
|---|---|---|---|
| 2023 LTIP Supplemental (PRSA/PSU) | 500,000 | 1,000,000 | July 31, 2026 |
Historic 2021 Performance Plan outcomes (earned/forfeited)
| Metric | Earned Shares | Forfeited Shares |
|---|---|---|
| Jason Chung | 50,000 | 192,000 |
Equity Ownership & Alignment
Beneficial ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged? |
|---|---|---|---|
| Jason Chung | 2,418,805 | <1% (based on proxy table) | No pledging by directors/NEOs |
- Executive and director trading policies prohibit hedging and pledging; trades require pre‑clearance by Compliance Officer .
2024 vested stock awards realized
| Award Type | Shares Acquired Upon Vesting | Value Realized (USD) |
|---|---|---|
| PRSA | 14,000 | $220,220 |
| RSA | 30,678 | $375,499 |
| RSA | 41,071 | $408,656 |
Ownership guidelines
- Corporate Governance Guidelines establish stock ownership guidelines for directors, executive officers, and employees; specific executive multiples are not disclosed in the proxy .
Employment Terms
Role and term
- EVP, Head of Corporate Development & Strategy; employment agreement effective November 20, 2024; initial 36‑month term with automatic 12‑month renewals .
- Base salary paid in cash; eligible for AIP with 100% of base as target and for equity awards under the 2019 Equity Plan/LTIP .
Severance framework (EVP tier)
| Qualifying Termination | EVP – Months of Base Salary |
|---|---|
| Termination without Good Reason (with notice) | 1 month |
| Termination Without Cause or Resignation for Good Reason | Lesser of 12 months or remainder of Employment Term |
| Death or Disability | 6 months |
| Change in Control “Double Trigger” | 12 months + salary through end of Employment Term |
- Form and timing: 50% of cash severance paid within 20 business days post‑Severance Agreement; remainder paid 6 months + 1 day post‑termination; service awards settled within 5 business days; performance awards settled within 5 business days on accelerated vesting where applicable .
Potential post‑employment benefits (as of 12/31/2024 scenario)
| Scenario | Cash Severance (USD) | Restricted Stock (USD) | Options (USD) | Total (USD) |
|---|---|---|---|---|
| Without Good Reason (resignation) | $1,000,000 | $10,202,771 | — | $11,202,771 |
| Death or Disability | $500,000 | $9,565,550 | — | $10,065,550 |
| Change in Control (Double Trigger) | $2,458,333 | $21,260,651 | — | $23,718,984 |
- Double‑trigger policy only (no single‑trigger cash/vesting) .
- Equity treatment details for non‑CIC and CIC terminations (pro‑rata service vesting; continuation/acceleration of performance awards) governed by the amended and restated executive employment agreement .
Clawback and trading policies
- Clawback policy compliant with SEC/Nasdaq: recovery of incentive‑based compensation in case of restatement; no recoupment actions disclosed to date .
- Insider trading policy prohibits hedging/pledging; executive trades require pre‑clearance .
Restrictive covenants
- Executive is bound by a Confidentiality and Non‑Competition Agreement (CNCA); details (duration/scope) not disclosed in filings excerpted here .
Related party considerations
- Soomin David Yi (brother of Executive Chairman) employed as VP, Corporate Development, reporting to the EVP, Head of Corporate Development & Strategy; compensation and equity awards approved by Compensation and Audit Committees .
Investment Implications
- Pay‑for‑performance alignment: Large multi‑year performance‑based awards tied to Relative TSR (target 251,256 PRSAs/PSUs for 2024 LTIP; 500,000 target under 2023 LTIP amended to vest 7/31/2026) directly link outcomes to market performance, strengthening alignment but creating potential vest‑date supply overhang if awards vest at or above target .
- Retention risk: The double‑trigger structure with 12‑months salary and full acceleration of unvested service and performance awards upon a qualifying CIC termination materially reduces retention risk around strategic events; non‑CIC severance provides pro‑rata service vesting and continued performance vesting, supporting stability .
- Insider selling pressure: Annual RSA tranches over three years and the July 31, 2026 performance vesting milestone could concentrate selling windows; however, no pledging and hedging restrictions mitigate misalignment risks .
- Governance quality and discipline: Clawback policy, pre‑cleared trading, and committee oversight (with Compensia advising on CIC benefits) indicate stronger governance; related‑party employment within Corporate Development requires continued audit/comp oversight .
- Compensation mix and trajectory: 2024 saw substantial equity grant values ($19.76M grant‑date fair value) and higher AIP payout ($858,750), consistent with Riot’s emphasis on TSR‑linked incentives amid strong company TSR and EBITDA in 2024; monitoring vest outcomes versus TSR benchmarks will be critical for assessing realized pay vs performance .