John Belizaire

About John Belizaire

John Belizaire (age 53) is CEO of Soluna Holdings (since May 1, 2023) and a director since 2021; he previously led Soluna Computing and Soluna Callisto. He holds B.S. and M.Eng. degrees in Computer Science from Cornell and completed Wharton’s Executive Development Program, with a career spanning multiple founder/CEO roles and growth equity advisory positions . Pay-versus-performance shows 2024 TSR of $53 vs $62 in 2023 (base $100), while net loss widened to $(58.3)M in 2024 from $(27.7)M in 2023, indicating negative shareholder return and earnings pressure during his CEO tenure . Revenues grew year over year in 2024, but EBITDA and net income declined; see performance table below (S&P Global) and governance/operational notes (internal control material weakness in Q3’25, and major project execution milestones) .

Past Roles

External Roles

Fixed Compensation

Notes:

• Amended and Restated Employment Agreement (Nov 20, 2023): CEO base salary set at $450,000 (retroactive adjustment to May 1, 2023), cost-of-living adjustments, annual performance bonuses under 2023 plan based on key performance objectives (no target % disclosed) .

Performance Compensation

• Clawback: Board-adopted policy to recover “excess” incentive compensation (cash/equity) tied to financial reporting measures for current/former executive officers upon accounting restatement, irrespective of misconduct .
• Anti‑hedging: Prohibits hedging transactions (e.g., puts, calls, derivatives) by directors/officers/employees .

Equity Grants (2024 detail)

Options: None reported for Belizaire outstanding as of Dec 31, 2024 (Toporek only shows options) .

Vesting Schedules and Overhang

Implications: Multiple time-based RSAs vesting through 2028 create periodic supply overhang and potential selling pressure if not covered by 10b5‑1 plans; company-level policy prohibits hedging but does not disclose pledging prohibitions; no executive ownership guidelines in place .

Equity Ownership & Alignment

• Executive stock ownership guidelines: None (company states it does not impose ownership guidelines on executives) .
• Anti-hedging: Prohibited; pledging not specifically disclosed .

Employment Terms

• Current Agreement: Amended and Restated Employment Agreement dated Nov 20, 2023; CEO term from May 1, 2023 through Dec 31, 2027, auto-renewing annually unless 90-day notice; base salary $450,000 with COLA and bonus eligibility under 2023 plan; standard benefits .
• Severance: If terminated without cause or resignation for good reason, payment of six months of base salary over six months, 18 months of health coverage, plus earned and pro‑rated bonuses per terms; accrued benefits; release required .
• Legacy SCI Agreement (Oct 29, 2021): Salary $350,000; annual bonus up to $175,000; annual RSUs up to $175,000; sign‑on RSUs ~$811,410 with cliff+monthly vest; unvested RSUs fully vest on termination without cause/for good reason or upon change of control (SCI) .
• Restrictive Covenants: Proprietary rights, confidentiality, non‑solicitation and non‑compete (SCI agreement); restrictive covenants referenced in amended CEO agreement .

Company Performance Context (for pay-for-performance)

Values retrieved from S&P Global.
Notes: 2024 revenues grew YoY, while EBITDA and net income declined materially; aligns with disclosed higher stock-based compensation expense and legal/professional costs .

Pay vs Performance and TSR:

Performance & Track Record

• Execution: Completed and fully energized Project Dorothy 2 (48 MW), bringing total energized capacity to 123 MW and >5 EH/s, with reported on-time/on-budget delivery; highlights scaling capability in renewable-powered compute . Monthly updates further show progress across sites and partnerships (e.g., KULR at Project Sophie, Kati build-out) .
• Controls/Reporting: Management concluded disclosure controls and procedures were not effective as of Sep 30, 2025 due to material weaknesses (EPS calculation involving unvested RSAs; accounting for derivative warrant liabilities); remediation underway .
• Capital Structure Actions: 2025 reverse split authorization sought (1:5 to 1:50) to maintain Nasdaq listing; 2025 special proxy to increase authorized common shares from 75M to 375M to facilitate financing/equity plans; 2024 SEPA and Series B amendments enabling capital access and significant equity reserve increases for plans. These indicate dilution risk and capital dependence during growth .

Board Governance

• Roles: John Belizaire serves as CEO and Director (non‑independent) .
• Board leadership: Michael Toporek serves as Executive Chairman (non‑independent); William P. Phelan serves as Lead Independent Director, with separation of CEO and chair roles; Board met 26 times in 2024, with ≥75% attendance by each director .
• Committees: Audit (Marusak Chair; all independent), Compensation (Phelan Chair; all independent), Nominating & Governance (Hirshfield Chair; all independent), Executive Committee (majority independent; authority includes authorizing equity sale pricing) .
• Lender oversight: Credit facility grants lender a non‑voting Board observer right with exclusions for sensitive committee matters; confidentiality and conflicts provisions apply .
• Director compensation: Non‑employee directors receive $20k retainer; committee chair fees ($15k); lead independent premium ($10k); Executive Committee member fee ($15k). Employees (including CEO) are not paid for Board service .

Director Compensation (as a director)

• Not applicable (CEO is not compensated for Board service) .

Related Party Transactions

• HEL Transactions: Company engaged in transactions with HEL (affiliates of Brookstone); independent committee and separate counsel utilized. Belizaire serves as HEL director and owner (~10.54% direct plus indirect interests); Company’s HEL equity interest was fully impaired in 2022. Exposure highlights governance/related‑party oversight processes .

Compensation Structure Analysis

• 2024 pay mix skewed to equity (SCT: stock awards $1.72M vs salary $0.45M), aligning pay to stock, but amid negative TSR and larger net loss, raises pay‑for‑performance scrutiny; absence of disclosed bonus metrics/targets reduces transparency .
• Equity plan share reserve increased and authorized shares expanded, suggesting continued reliance on equity for retention/capital—investor dilution risk .
• Executive ownership guidelines absent; anti‑hedging in place; no tax gross‑ups disclosed; no option repricing disclosed .

Risk Indicators & Red Flags

• Material weaknesses in ICFR (EPS and complex equity accounting) .
• Significant dilution potential (SEPA; increased plan reserves; 2025 authorized share increase; reverse split authority) .
• Related‑party linkages (HEL; Brookstone affiliations); mitigated by independent committee process .
• No executive ownership guidelines; potential alignment gap .

Investment Implications

• Alignment: Heavy equity-based compensation and sizable personal holdings align CEO incentives with equity value; however, absence of ownership guidelines and large time-based RSA overhang through 2028 can create periodic selling pressure risk .
• Execution vs. control risk: Strong delivery on Project Dorothy 2 and pipeline activity are positives, but material control weaknesses and continued operating losses warrant a discount and sustained governance focus .
• Dilution/financing overhang: SEPA, reverse split preparedness, and authorized share increase point to ongoing equity financing needs; monitor equity issuance cadence and plan utilization .
• Governance: Separation of CEO and Executive Chairman with a Lead Independent Director and independent key committees helps oversight; lender observer rights add transparency but also complexity. Related‑party history underscores the need to track committee independence and approvals on future transactions .

Appendix: Additional ownership context (as of special proxies)

• Beneficial ownership at Sep 29, 2025 lists Belizaire at 1,221,700 shares (1.9%) with detailed RSA vesting schedules; group (directors/officers) at 10.1% .
• Mid‑2025 ownership (June 30, 2025): Belizaire 805,306 shares (4.2%); group at 23.7% amid smaller share count pre‑subsequent issuances .

Appendix: Control and stock comp disclosures (Q3’25 10‑Q)

• Stock‑based compensation for nine months ended Sep 30, 2025 increased by ~$2.4M YoY, reflecting grants to directors/officers in 2024–2025 and employee grants; SAL/benefits up on performance bonuses settled Oct 2025; professional/legal fees up on SEC, Project Kati, and complex accounting support .

Notes on performance table: Values retrieved from S&P Global.