Jason Les
Riot PlatformsAbout Jason Les
Jason Les is Chief Executive Officer of Riot Platforms and a director since November 2017; he became CEO on February 8, 2021. He is 39 and holds a B.S. in Computer Science from UC Irvine; his background includes co-founding Binary Digital (software engineering for AI and reverse engineering) and serving as a human benchmark in Carnegie Mellon’s “Man vs. Machine” poker AI tests. Company performance under his leadership includes 2024 revenue of $376.7 million, net income of $109.4 million, adjusted EBITDA of $463.2 million, 31.5 EH/s capacity, and 4,828 Bitcoin mined; cumulative TSR from a $100 investment (2019–2024) reached $911.61.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Binary Digital | Founding Partner; led engineering | May 2017–Nov 2020 | Directed AI, reverse engineering, and inter-software compatibility projects, informing technical leadership at Riot. |
| Riot Platforms | Director | Nov 2017–present | Contributed technical and Bitcoin mining expertise to Board strategy prior to and during CEO tenure. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other current public company board service disclosed. |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary (cash) | $600,000 | Unchanged vs prior year. |
| Base salary (Bitcoin) | 10 BTC/year (paid quarterly) | Company pays BTC to align leadership with industry exposure. |
| Target AIP bonus (cash) | 100% of base ($600,000) | Approved annually by Compensation Committee. |
| Target AIP bonus (Bitcoin) | 10 BTC | Targets set annually. |
| 2024 AIP actual (cash) | $990,000 | Based on 165% payout. |
| 2024 AIP actual (Bitcoin) | 16.5 BTC | Based on 165% payout. |
| 2023 AIP adjustment paid in 2024 (cash) | $115,000 | Adjustment from 150% to 170% due to ASU 2023-08 accounting change. |
| 2023 AIP adjustment (Bitcoin) | 1.828 BTC | Adjustment tied to revised metrics. |
Performance Compensation
| Program | Metric | Weight | Target definition | Actual 2024 performance | Payout contribution | Vesting |
|---|---|---|---|---|---|---|
| AIP (annual) | Adjusted EBITDA (peer quartile) | 30% | Riot ranked vs AIP peer group | 1st quartile | 60% (metric contribution within quantitative payout) | Cash/BTC; paid post-year-end |
| AIP (annual) | Bitcoin production (peer quartile) | 25% | Riot ranked vs AIP peer group | 1st quartile | 45% (metric contribution within quantitative payout) | Cash/BTC; paid post-year-end |
| AIP (annual) | Direct cost per Bitcoin (peer quartile) | 25% | Riot ranked vs AIP peer group | 2nd quartile | 25% (metric contribution within quantitative payout) | Cash/BTC; paid post-year-end |
| AIP (annual) | Discretionary strategic | 20% | Net liquidity, controls remediation, operational efficiency | Strategic goals met | 30% (within total payout) | Cash/BTC; paid post-year-end |
| AIP summary | Total payout | — | Target 100% | Certified at 165% of target | 165% | Cash/BTC; paid post-year-end |
| LTIP (2024) | Service-based RSAs | — | $7.5m target value (CEO); shares vest 1/3 annually over 3 years | 376,884 RSAs granted | N/A | Vest 1/3 annually through Jul 1, 2027 |
| LTIP (2024) | Performance PRSAs (Relative TSR vs Russell 3000) | — | Target 376,884; max 753,768; 0–200% vesting by TSR hurdles | Granted; vest at period end per hurdles | 0–200% of target | Vest after 3-year period (end Jul 1, 2027) |
| LTIP (2023 one-time supplemental) | Performance PRSAs | — | Target 2,500,000; max 5,000,000; retention during Corsicana build | Granted; retains focus through pivotal period | 0–200% of target | Vest Jul 31, 2026 |
| 2021 Performance Plan (terminated) | Adjusted EBITDA & Infrastructure milestones | — | Quarterly vesting across defined milestones | Les earned 226,666 PRSAs; forfeited 298,334 | Earned portion settled; remainder forfeited | Vested/forfeited per certification |
Relative TSR vesting hurdles (selected) for PRSAs: 0%→100% payout, 10%→140%, 25%+→200%.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 8,374,765 total: 731,348 direct; 1,019,911 via Jason M. Les Trust; 6,123,408 unvested PRSAs; 500,098 unvested RSAs; percentage shown as “*” in proxy. |
| Ownership guidelines | Required 5× salary; status: met as of April 7, 2025. |
| Hedging/pledging | Hedging strongly discouraged with preclearance required; pledging capped so loan/investment ≤25% of value of pledged Riot securities; director/officer preclearance required. |
| Pledged shares | None disclosed by directors/NEOs at record date. |
| Options | No stock options outstanding as of Dec 31, 2024. |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | 36-month term from Nov 20, 2024, auto-renewing; base $600,000 cash + 10 BTC; AIP target 100% base + 10 BTC; eligible for periodic equity awards under 2019 Plan. |
| Severance policy | Double-trigger for change-of-control; accelerated vesting on qualifying terminations; months of salary vary by trigger. |
| Severance schedule (months of base salary) | Termination without good reason (with notice): 1 month; Without cause/for good reason: lesser of 12 months or remainder of term; Death/disability: 6 months; Change in control (double trigger): 12 months + salary through end of term. |
| Potential payouts (illustrative, as of Dec 31, 2024) | Without cause/for good reason: total $36,240,251 (includes restricted stock acceleration and AIP target assumptions); Death/disability: total $33,750,125; Change-in-control (double trigger): total $75,169,598. Values assume stock at $10.21 and BTC at $93,429; see proxy methodology. |
| Clawback | Adopted Oct 2, 2023; recovers excess incentive comp after restatements per SEC/Nasdaq Rule 10D. No recoupments disclosed to date. |
Board Governance
Jason Les serves as an executive director (not independent); he has no committee assignments. The Board separates CEO and Executive Chairman roles and maintains a Lead Independent Director; committees (Audit, Compensation, Governance) are comprised solely of independent directors, which mitigates dual-role concerns. Board and committee attendance in 2024 was 100% for all directors; the Board supports declassifying director terms via a shareholder proposal.
Compensation Structure Analysis
- Mix and trend: 2024 equity awards to the CEO had grant-date fair value of $79.3 million, reflecting heavier performance equity focus versus prior years; AIP remained performance-based and was certified at 165% of target, with a prior-year AIP adjusted to 170% after accounting changes.
- Equity program design: Shifted entirely to RSAs/PRSAs in 2022 (no options), with multi-year TSR hurdles; a one-time 2023 supplemental performance grant (up to 5,000,000 PRSAs) strengthened retention during Corsicana’s development.
- Pay-for-performance alignment: 2024 say-on-pay support ~90.9%; CAP tracked Net Income and Adjusted EBITDA trends; quantitative AIP components weighted 80%.
Related Party Transactions and Risks
Riot disclosed employment of Gregory Les (Jason’s brother) as VP, Corporate Development, with cash compensation and equity awards under standard plans; terms were ratified by the Compensation Committee and approved by the Audit Committee under the Related Party Transaction Policy. No other adverse proceedings disclosed for directors/NEOs.
Key Upcoming Vesting and Potential Selling Pressure
| Award | Shares | Vesting schedule |
|---|---|---|
| 2024 RSAs | 376,884 | 1/3 annually through Jul 1, 2027 |
| 2024 PRSAs | Target 376,884; Max 753,768 | Performance-based; vest at end of period (Jul 1, 2027) per TSR hurdles |
| 2023 supplemental PRSAs | Target 2,500,000; Max 5,000,000 | Vest Jul 31, 2026 (performance-based) |
The concentration of multi-million-share PRSA vesting windows (2026–2027) may create episodic supply if awards are earned and settled, raising potential insider selling pressure around certification dates.
Investment Implications
- Alignment and incentives: High at-risk equity tied to relative TSR and multi-year horizons align the CEO with shareholder outcomes; sizable unvested PRSA tranches suggest strong retention incentives into 2026–2027.
- Governance quality: Separation of Chair/CEO roles, fully independent committees, and a support for declassification mitigate dual-role risks of a CEO-director; 2024 attendance and say-on-pay support bolster governance confidence.
- Trading signals: AIP payout at 165% reflects top-quartile operational execution; upcoming large PRSA vest dates (especially 2026/2027) warrant monitoring for potential selling and for TSR benchmark performance relative to Russell 3000.
- Risk flags: Related party employment (brother) is disclosed and committee-approved; hedging/pledging controls exist, with no pledges reported for NEOs/directors; no option repricing risk due to absence of options.