William Jackman
Riot PlatformsAbout William Jackman
Executive Vice President, General Counsel and Corporate Secretary of Riot Platforms since November 20, 2024; Canadian citizen; responsible for legal, corporate governance, and securities compliance . Riot delivered 2024 revenue of $376.7M, net income of $109.4M, and Adjusted EBITDA of $463.2M, underpinning pay-for-performance programs tied to peer-relative operating metrics . Jackman’s compensation aligns to Riot’s Annual Incentive Plan (AIP) and Long-Term Incentive Program (LTIP), with material equity-based awards and double‑trigger change‑of‑control protections .
Past Roles
No prior roles disclosed in reviewed filings .
External Roles
No external directorships or roles disclosed in reviewed filings .
Fixed Compensation
- Base salary: $500,000 (unchanged in 2024) with AIP target of 100% of base salary .
- 2024 AIP payout: 165% of target (includes $825,000 for 2024 plus $90,000 2023 AIP adjustment = $915,000) .
Multi‑year compensation (USD)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $358,833 | $483,710 | $500,000 |
| Stock Awards (grant‑date fair value) | $5,074,294 | $7,327,477 | $19,755,371 |
| Non‑Equity Incentive (AIP) | $315,333 | $675,000 | $915,000 |
| All Other Compensation | — | $30,000 | $15,951 |
| Total | $13,200,218 | $8,516,187 | $21,186,322 |
Performance Compensation
Annual Incentive Plan (AIP) structure and 2024 results
| Component | Weighting | Target Definition | 2024 Actual | Payout Contribution |
|---|---|---|---|---|
| Adjusted EBITDA (peer-relative quartile) | 30% of AIP (within 80% quantitative mix) | Quartile ranking vs AIP peer group | 1st quartile | 60% of AIP payout |
| Bitcoin Production (peer-relative quartile) | 25% of AIP (quantitative) | Quartile ranking vs AIP peer group | 1st quartile | 45% of AIP payout |
| Direct Cost per Bitcoin (peer-relative quartile) | 25% of AIP (quantitative) | Quartile ranking vs AIP peer group | 2nd quartile (low cost) | 25% of AIP payout |
| Strategic/Discretionary (liquidity, controls, efficiency) | 20% of AIP | Qualitative goals | Met | 30% of AIP payout |
| Total AIP payout (vs target) | — | Target 100% of base salary | Certified 165% for 2024 | 165% |
Long‑Term Incentive Program (LTIP) – 2024 awards (granted July 1, 2024)
| Award Type | Shares | Vesting Schedule | Performance Metric |
|---|---|---|---|
| RSAs (time‑based) | 251,256 | 1/3 annually over 3 years, through July 1, 2027 | Service |
| PRSAs (performance) – Target | 251,256 | After 3‑year period ending July 1, 2027 | Relative TSR vs Russell 3000 |
| PRSAs (performance) – Max | 502,512 | After 3‑year period ending July 1, 2027 | Relative TSR vs Russell 3000 |
Relative TSR vesting scale: 0% hurdle = 100% of target; ≥25% relative TSR = 200% max; tiered vesting with no interpolation between hurdles .
2023 LTIP supplemental performance award (amended Jan 3, 2024)
| Award Type | Target Shares | Max Shares | Vesting Date | Rationale |
|---|---|---|---|---|
| PRSAs (performance) | 500,000 | 1,000,000 | July 31, 2026 | One‑time amendment to reinforce retention/performance during Corsicana development and ETF‑driven industry shift |
2024 stock vesting activity
| Type | Shares Vested | Value Realized |
|---|---|---|
| PRSA | 14,000 | $220,220 |
| RSA | 371,471 | $3,618,128 |
| RSA | 41,071 | $408,656 |
Equity Ownership & Alignment
- Beneficial ownership: 2,509,325 shares (426,989 directly; 1,748,938 unvested PRSAs; 333,398 unvested RSAs); percent of shares outstanding below reporting threshold (shown as “*”) .
- Stock ownership guideline: 3x salary by January 10, 2027; status “Met” as of April 7, 2025 .
- Hedging/pledging policy: Hedging strongly discouraged; pledging permitted only up to 25% of pledged value; no pledges by directors/NEOs reported .
- Options: None outstanding; Company did not grant options in 2024 .
Outstanding equity awards at 12/31/2024
| Award | Shares Unvested | Key Terms |
|---|---|---|
| RSA (7/13/2023) | 82,142 | 1/3 annually through July 1, 2026 |
| PRSA (7/13/2023) | 246,426 | Eligible to vest July 31, 2026 |
| PRSA (1/3/2024) | 1,000,000 | Eligible to vest July 31, 2026 |
| RSA (7/1/2024) | 251,256 | 1/3 annually through July 1, 2027 |
| PRSA (7/1/2024) | 502,512 | Eligible to vest July 1, 2027 |
Insider selling pressure watch: substantial annual RSA vesting (from 2023 and 2024 grants) and large PRSA tranches in 2026–2027 may create liquidity events; subject to company insider‑trading preclearance and blackout windows .
Employment Terms
| Term | Detail |
|---|---|
| Role & start date | EVP, General Counsel & Corporate Secretary; effective Nov 20, 2024; 36‑month term with auto‑renewals |
| Base salary & AIP | $500,000; AIP target 100% of base, paid per company practices |
| Equity eligibility | Periodic grants under 2019 Equity Plan, subject to vesting and LTIP terms |
| Severance (EVP level) | Termination without cause or for good reason: lesser of 12 months or remainder of term; death/disability: 6 months; double‑trigger change‑in‑control: 12 months plus salary through end of term; accelerated vesting of outstanding awards upon qualifying termination |
| Clawback | Policy effective Oct 2, 2023 requiring recovery of erroneously awarded incentive compensation upon restatement per SEC/Nasdaq rules |
| Tax gross‑ups | No 280G/4999/409A gross‑ups; may cover taxes due on RSAs/PRSAs via net settlement as permitted by plan |
| Insider trading | Preclearance required; restrictions on short sales, margin accounts, options trading; hedging discouraged; pledging limited |
Investment Implications
- Pay-for-performance linkage: 2024 AIP payout at 165% driven by top-quartile Adjusted EBITDA and Bitcoin production vs peers; supports alignment with operational KPIs investors track in miners .
- Equity-heavy incentives: Significant PRSAs with TSR-based vesting to 2026/2027; creates long-dated alignment but also future supply from vesting; monitor 2026–2027 performance vs Russell 3000 and potential sell windows .
- Change‑of‑control economics: Double‑trigger severance and full acceleration of unvested equity upon qualifying termination provide retention but increase potential exit costs; not unusual at EVP level .
- Governance safeguards: Clawback policy and strict insider trading controls reduce misconduct and hedging/pledging risks; ownership guideline met (3x salary) indicates skin-in-the-game .
- Red flags to watch: One‑time supplemental 2023 LTIP amendment materially increased performance share opportunity—rationale tied to Corsicana/ETF dynamics; continue monitoring for any further retrospective changes to awards .
- Company performance context: 2024 profitability and strong Adjusted EBITDA underpin payout levels; sustaining low direct cost per Bitcoin and scale expansion remains critical post‑halving .