Stephen Howell - Chief Operating Officer | Riot Platforms (RIOT) Executive Profile & Compensation

About Stephen Howell

Stephen Howell is RIOT’s Chief Operating Officer, appointed effective June 1, 2024; he also serves as CEO of ESS Metron, the company’s power equipment manufacturing subsidiary, and is age 49 per the FY2024 10-K biography . His background spans electrical distribution systems, power development, and sales engineering, with dual B.S. degrees in industrial distribution and marketing from the University of Alabama at Birmingham . During 2024, RIOT delivered $376.7 million in revenue and $109.4 million in net income, operated at 31.5 EH/s and mined 4,828 BTC, metrics that frame operating performance during his tenure; RIOT’s long‑term incentives emphasize relative TSR versus the Russell 3000, directly linking executive pay outcomes to market performance .

Past Roles

Organization	Role	Years	Strategic Impact
ESS Metron, LLC	CEO	Dec 2021–present	Leads manufacturing of power distribution centers, portable substations, low/medium voltage switchgear; supports RIOT’s vertically integrated infrastructure
ESS Metron, LLC	Director of Business Development – South	Oct 2019–Dec 2021	Built business development pipeline for power systems manufacturing
Castleman Power Systems International, LLC	VP, Senior Sales Representative	Oct 2011–Oct 2019	Commercial leadership at a power developer/technology solutions provider
Consolidated Electrical Distributors	Outside Sales Executive	Jan 2006–Jan 2006–Jan 2011	Sales leadership in electrical solutions distribution
Integrated Electrical Services Holdings, Inc.	Estimator and Project Manager	Jan 2004–Jan 2006	Project management in integrated electrical design/installation
Eaton Corporation plc	Outside Sales Engineer	Jan 2000–Jan 2004	Sales engineering at a power management/electrical systems company

External Roles

Organization	Role	Years	Notes
ESS Metron, LLC (RIOT subsidiary)	CEO	Dec 2021–present	Continues as CEO while serving as RIOT COO; succession planned at ESS Metron

Fixed Compensation

Component	Terms
Base Salary	$400,000 annually (Executive Employment Agreement effective June 1, 2024)
Annual Incentive Plan (AIP) Target	100% of base salary; payouts based on pre‑established financial/strategic metrics and personal performance targets determined by the Compensation Committee
Benefits	Eligible for 401(k), Executive Wellness Program, and standard executive benefits; reimbursed qualifying business expenses per policy
Severance Eligibility	Eligible for severance benefits upon qualifying termination (other than for cause/without good reason) on terms consistent with other Company officers, subject to executing a severance agreement

Performance Compensation

Annual Incentive Plan (AIP) – Structure and Metrics (Company Program)

Metric	Weighting	Measurement Basis	Notes
Adjusted EBITDA (relative to peer group)	30%	Quantitative	Most important financial metric per program design
Bitcoin Production (peer quartile ranking)	25%	Quantitative	Peer‑relative production ranking
Direct Cost per Bitcoin (peer quartile ranking)	25%	Quantitative	Low‑cost quartile ranking
Strategic/Discretionary Component	20%	Qualitative	Liquidity, controls remediation, mining efficiency

Note: Howell’s AIP target is 100% of base; actual payout amounts for Howell are not disclosed in filings. 2024 program payout calibration for NEOs was 165% of target based on Company performance, illustrating plan mechanics; this contextualizes the framework Howell participates in, though his individual payout is not reported .

Long‑Term Incentive Program (LTIP) – Howell Awards

Grant Date	Instrument	Shares/Units	Vesting	Performance Metric
Jul 1, 2023	Service‑based Restricted Shares	24,643	3 equal annual tranches on Jul 1, 2024/2025/2026; continuous service required	N/A (time‑based)
Jul 1, 2023	Performance‑based Shares (maximum)	Up to 349,284	Vests at end of 3‑year period based on Relative TSR; continuous service required	Relative TSR vs Russell 3000 (tiered hurdles; payout 0–200% of target)
Jul 1, 2023	Total LTIP Opportunity	Up to 373,927	As above	Relative TSR and service

Relative TSR vesting hurdles (Company‑level LTIP design): 0% vesting below (50%) Relative TSR; 100% at 0% Relative TSR; 200% at ≥25% Relative TSR; discrete tiers apply without interpolation .

Equity Ownership & Alignment

Beneficial Ownership: RIOT’s 2025 proxy discloses ownership for directors and NEOs; Howell is not listed among NEOs/directors and his beneficial ownership is not disclosed there .
Options: Company disclosed no options outstanding as of Dec 31, 2024; Howell’s compensation framework does not include options in reported periods .
Hedging/Pledging: Executive officers are strongly discouraged from hedging; pledging permitted only if the maximum aggregate loan/investment collateralized does not exceed 25% of the value of pledged RIOT securities; trades require preclearance .
Stock Ownership Guidelines: RIOT maintains guidelines for executive officers; compliance status tables are provided for NEOs (not including Howell); policy oversight resides with the Board’s governance framework .

Employment Terms

Role and Start Date: Appointed COO effective June 1, 2024; continues as CEO of ESS Metron until a successor is appointed .
Agreement Form: Executive Employment Agreement is RIOT’s standard form adopted by the Compensation Committee; equity eligibility under the 2019 Equity Plan and LTIP at Committee discretion .
Severance & Change‑in‑Control: Eligibility for severance consistent with other officers under the form agreement; RIOT’s executive policy utilizes “double trigger” change‑in‑control for enhanced severance and provides for accelerated vesting of service‑ and performance‑based awards upon qualifying termination per company policy framework .
Clawback: Company adopted a Dodd‑Frank/Nasdaq‑compliant clawback policy effective Oct 2, 2023 for Section 16 officers, requiring recovery of excess incentive compensation upon accounting restatements; no recoupments disclosed to date .

Performance & Track Record

Operating Scope: As COO, Howell oversees Company operations and execution of strategic growth initiatives including integration of development projects and strategic acquisitions .
Company Results (context during tenure): FY2024 revenue $376.7 million and net income $109.4 million; operated 31.5 EH/s capacity and mined 4,828 BTC, supported by continued build‑out of Corsicana and Kentucky sites .
LTIP Focus: Relative TSR vs Russell 3000 chosen to align pay with market‑based value creation over multi‑year periods; Howell’s performance shares vest solely on relative TSR outcomes .

Governance & Say‑on‑Pay Context

Compensation Committee & Consultant: RIOT’s Compensation Committee oversees executive pay and retained Compensia as independent advisor since 2023 .
Say‑on‑Pay: 2024 advisory vote approval of ~90.9% indicates investor support for compensation program structure .

Investment Implications

Alignment: Howell’s mix of time‑based equity and substantial TSR‑linked performance shares (three‑year horizon) reinforces pay‑for‑performance and drives retention tied to market value creation .
Selling Pressure Risk: Known vesting dates (service tranches each July 1, 2024–2026) can create predictable liquidity windows; however, preclearance, hedging discouragement, and pledging limits mitigate misalignment risks .
Change‑of‑Control Economics: Company’s double‑trigger severance and accelerated vesting upon qualifying termination can increase near‑term payout sensitivity in strategic transactions—important for deal modeling and dilution analysis .
Option Overhang: No options outstanding as of 2024 reduces repricing risk; equity incentives concentrated in RSAs/PRSAs/PSUs simplify overhang tracking .

Data gaps: Individual beneficial ownership and Form 4 activity for Howell are not disclosed in the 2025 proxy; reliance should be on upcoming filings and company 8‑Ks for updates .