John Bottomley

About John Bottomley

John Bottomley, CFA, is an independent Class I director of Soluna Holdings, Inc. (SLNH) since October 2021. He is 58 years old, holds a B.S. in Computer Engineering (Clemson), an M.B.A. in Finance/International Business (NYU Stern), and an M.S. in Blockchain & Digital Currencies (University of Nicosia). His background spans senior roles in renewables and energy finance at Vestas, GE Energy Financial Services, and AES, and he is a successful cleantech entrepreneur and investor, which the Board cites as qualifying expertise. He is designated independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Board structure: 9 directors; Lead Independent Director is William P. Phelan. The Board met 26 times in 2024; each director attended at least 75% of Board/committee meetings.
• Independence: Bottomley is independent under Nasdaq rules.
• Committees (Bottomley):
  • Audit Committee – Member (Chair: Thomas J. Marusak; Marusak qualifies as Audit Committee Financial Expert).
  • Compensation Committee – Member (Chair: William P. Phelan).
  • Executive Committee – Member (Chair: William P. Phelan).
• Executive sessions of independent directors are held periodically.

Fixed Compensation (Director)

Performance Compensation (Director)

• Equity holdings detail at 12/31/2024: 1,640 RSUs; 116,473 RSAs (common); 26,489 Series A preferred awards. These holdings reflect mix and vesting pipeline (service-based).

Performance metrics table (director-specific):

• No explicit performance-vested (PSU) metrics disclosed for director awards; equity grants are service-based time vesting.

Other Directorships & Interlocks

• HEL (Harmattan Energy Ltd., formerly Soluna Technologies, Ltd.): Bottomley serves as a director and beneficial owner (96,189 shares ≈0.72%). HEL has historical related-party dealings with Soluna; transactions were negotiated via an independent investment committee and approved by the full Board.
• No current public company directorships disclosed beyond SLNH.

Expertise & Qualifications

• Energy infrastructure development (wind, storage, solar), global project finance, JV governance, and strategic development; CFA charterholder; advanced blockchain/digital currencies credential. The Board cites these as qualifications for SLNH’s clean computing/renewables strategy.

Equity Ownership

Equity holdings detail (12/31/2024):

• RSUs: 1,640; RSAs (common): 116,473; Series A preferred stock awards: 26,489.

Policies:

• Anti-hedging: Company prohibits hedging (puts/calls and similar derivatives) by directors/officers/employees.
• Clawback: Company maintains an incentive-compensation clawback policy applicable to executive officers upon restatements; director applicability not specified.

Insider Trades (last 24 months)

Note: All entries are non-open-market awards consistent with Board equity grant cadence disclosed in the proxy.

Related-Party Transactions and Conflicts

• HEL transactions: The Company’s subsidiary SCI acquired assets from HEL in 2021 (Soluna Callisto acquisition). Subsequent milestone share issuances to HEL or its affiliates occurred in 2023–2024. Several directors (Toporek, Lipman) have significant affiliations with HEL; Bottomley and the CEO (Belizaire) serve as HEL directors, and Bottomley owns 96,189 HEL common shares (≈0.72%). These transactions were negotiated via an independent investment committee with separate counsel and unanimously approved by the committee and the full Board.
• Yorkville SEPA and Series B amendments: Not specific to Bottomley but part of broader financing context; no Bottomley-specific conflict disclosed.

Governance Assessment

Strengths

• Independent director with deep renewables and project finance experience serving on key committees (Audit, Compensation, Executive), aligning with SLNH’s capital-intensive, energy-linked strategy.
• Board reports robust meeting cadence (26 in 2024) and ≥75% attendance for all directors, indicating engagement.
• Anti-hedging policy and an enterprise clawback policy bolster governance hygiene (especially for executives).

Concerns and potential red flags

• Separation-trigger vesting for a large director RSA balance (footnote indicates 290,124 RSAs vest 100% upon separation), which can weaken pay-for-performance alignment and create questionable termination incentives.
• Related-party web with HEL: while mitigated by independent committee process and approvals, Bottomley’s HEL board role and equity interest, combined with other directors’ larger ties, require continued vigilance around transactions for conflicts.
• Director compensation mix heavily equity-weighted in 2024 ($413,537 stock vs. $35,000 cash), beneficial for alignment if vesting is service-based, but absence of disclosed performance (PSU/TSR) criteria reduces direct pay-performance linkage for directors.

Additional Notes on Compensation Structure

• Director cash framework: $20,000 base; $15,000 Executive Committee member fee; chair and Lead Independent premiums not applicable to Bottomley.
• Equity cadence: 2024 grants on Apr 15, Jun 1, Sep 1, Dec 1; all service-based, with substantial unvested holdings.
• No ownership guidelines disclosed for directors; Company notes no equity ownership guidelines imposed on executives; no disclosure of pledging by Bottomley.

Summary of Key Data Points

• Independent director since 2021; Age 58; education includes Clemson (BS), NYU Stern (MBA), University of Nicosia (MS), CFA.
• Committees: Audit (member), Compensation (member), Executive (member); ≥75% attendance; Board met 26x in 2024.
• 2024 Director pay: $35,000 cash; $413,537 equity; total $448,537.
• Ownership: 192,405 shares (6/30/25; ~1%); 292,084 shares (9/29/25; <1%); includes 290,124 RSAs vesting upon separation per footnote.
• Insider awards: 36,805 (12/1/24), 73,972 (6/1/25), 99,679 (9/1/25) restricted stock awards, all $0.00 price (non-open market).
• Related-party oversight: HEL transactions reviewed by an independent investment committee and approved by Board; Bottomley is a director and small shareholder of HEL.