Lance D’Ambrosio

About Lance D’Ambrosio

Lance D’Ambrosio, age 67, is an independent director of Riot Platforms (RIOT) since May 2021 and has served as Lead Independent Director since February 2025. He chairs the Compensation & Human Resources Committee (since June 2024) and sits on the Audit and Governance & Nominating Committees; he previously chaired the Audit Committee from May 2021 to June 2024. He co‑founded and is Chairman of RackScale Data Centers (AI/HPC infrastructure) and has been Managing Partner of 4 D Investments since 2001; earlier he was CEO and Chairman of Crystal Peak Minerals (2010–2018). He holds B.S. degrees in Marketing and Management from the University of Utah and received the Ernst & Young/Merrill Lynch Entrepreneur of the Year award (e‑Software & Services).

Past Roles

External Roles

Board Governance

• Roles and independence

  • Lead Independent Director (since Feb 2025), with authority to oversee meetings and set agendas when the Executive Chairman is absent; structure separates CEO and Executive Chairman roles to strengthen oversight .
  • Determined independent under Nasdaq and SEC rules; also deemed independent for Audit and Compensation committees; no familial relationships with executives .
  • Audit Committee financial expert (Board-determined) .

• Committee assignments and activity

  • Compensation & Human Resources Committee: Chair (since June 2024); 9 meetings in 2024; engages Compensia as independent advisor; no interlocks or insider participation .
  • Audit Committee: Member; 6 meetings in 2024 .
  • Governance & Nominating Committee: Member; 2 meetings in 2024 .

• Attendance and engagement

  • Board held 22 regular meetings in 2024; each director attended 100% of Board and committee meetings during their service; independent directors also attended 100% of executive sessions .

• Governance developments and shareholder responsiveness

  • Board supports shareholder proposal to declassify the Board; Company explicitly backing D.E. Shaw’s declassification proposal for annual elections .
  • 2024 say‑on‑pay received ~90.9% approval; Compensation Committee indicates responsiveness to investor feedback in program design .

Fixed Compensation (Director)

• Program structure: non‑employee director equity is granted at the annual meeting and vests quarterly; mid‑year appointees receive pro‑rated awards; director stock ownership guideline equals 3x annual cash retainer with 5‑year compliance window (effective Jan 10, 2022) .

Performance Compensation (Director Equity)

• Director equity program details: non‑employee director stock grants vest quarterly beginning the first quarter after grant, on the same day of the month as the grant date .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit Committee financial expert and financially literate; brings substantial corporate governance and finance experience to Board deliberations .
• Founder/operator experience in data centers (AI/HPC) aligns with RIOT’s exploration of AI/HPC use of power assets .
• Prior public company CEO/Chair experience and capital markets background support oversight of strategy, risk, and compensation .

Equity Ownership

• Ownership table uses 350,287,550 shares outstanding as of Apr 14, 2025; footnote indicates unvested RSAs count as beneficially owned if vesting within 60 days for voting; RSUs/PSUs lack voting rights until vested .

Governance Assessment

• Strengths and positive signals

  • Lead Independent Director with Audit Chair tenure and current Comp Chair role; designated audit committee financial expert, supporting robust oversight of financial reporting and pay .
  • Strong engagement: 100% attendance; active committee calendar (Audit 6; Comp 9; Governance 2 in 2024) .
  • Shareholder‑responsive governance: Board supports declassification; high 2024 say‑on‑pay support (~90.9%) .
  • Alignment policies: director stock ownership guidelines (3x retainer, 5‑year window); insider trading policy discourages hedging and limits pledging to ≤25% of value with preclearance; no director pledges disclosed .
  • RPT policy with Audit Committee approval/ratification required; no related‑party transactions disclosed for D’Ambrosio .

• Watch items for potential conflicts

  • External role at RackScale Data Centers (AI/HPC) overlaps with RIOT’s evaluation of AI/HPC use of Corsicana capacity; no transactions are disclosed, but investors should monitor for any future dealings and ensure adherence to RPT policy and recusal practices .

• Compensation oversight considerations

  • As Compensation Chair, he oversees AIP/LTIP design using peer benchmarking with independent consultant Compensia; 2023 AIP adjustment to 170% (from 150%) after accounting rule change reflects active calibration—expect continued scrutiny on formulaic rigor, discretion, and TSR alignment .

• Risk indicators

  • No adverse legal proceedings disclosed; no interlocks; clawback policy effective Oct 2, 2023; restrictions on hedging/margin; overall governance practices align with Nasdaq/SEC standards