MARA Holdings, Inc DEF 14A, filed Apr 30, 2025

MARA Holdings, Inc. (MARA)

DEF 14A 2025-04-30 For: 2025-06-26

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Added on June 12, 2026

About this DEF 14A

MARA Holdings, Inc filed this DEF 14A on April 30, 2025.

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☐			Preliminary Proxy Statement
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☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


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Notice of Virtual Annual Meeting of Stockholders
About MARA		1
Proxy Voting Roadmap		2
Board and Governance Matters		5

	Proposal 1: Election of Class II Directors	5
	Our 2025 Directors and Nominees	6
	Director Nomination and Succession Process	14
	Corporate Governance Highlights	15
	Board Structure and Operations	16
	Board Oversight Role	21

Director Compensation		26
	Director Compensation Program	26
	2024 Director Compensation Table	27

Audit Matters		28
	Proposal 2: Ratification of Selection of PricewaterhouseCooper s LLP as Independent Registered Public Accounting Firm	28
	Selection and Engagement of Audit Firm	29
	Auditor Fees and Services	29
	Risk and Audit Committee Pre-approval Policy	30
	Risk and Audit Committee Report	31

Executive Officers		32


Executive Compensation		33
	Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation	33
	Compensation Discussion and Analysis	34
	Talent, Culture and Compensation Committee Report	58
	Executive Compensation Tables	59
	Pay Ratio	63
	Pay V ersus Performance	64

	Proposal 4: Approval of Amendment to Our 2018 Plan	68

Stock Ownership Information		74
	Security Ownership of Certain Beneficial Owners and Management	74
	Delinquent Section 16(a) Reports	75

Stockholder Proposals for 2026 Annual Meeting		76

Questions and Answers About the Annual Meeting and Voting		77

Additional Information		82
	Other Business	82

Annual Report		83

Appendix A - 2018 Plan Amendment		84

Appendix B - Reconciliation of Non-G AAP Financial Measures		86



Fred Thiel Chief Executive Officer and Chairman of the Board



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 26, 2025 This Notice of Meeting, Proxy Statement and our 2024 Annual Report are available on the Internet at www.astproxyportal.com/ast/29360. The materials are also available in the Investor Relations section of our website at ir.mara.com.


			Incorporated						2010 (Nevada)
			Headquarters						Fort Lauderdale, Florida
			Publicly Listed						MARA (NASDAQ)
			Market Capitalization						$5.7 billion
			Employees						152


			Core Business						•Converting clean, stranded or otherwise underutilized energy into economic value with the most efficient hardware available •Developing new technologies to advance the Bitcoin mining network



						Step 1			Annual Evaluation of Composition


						Our Nominating and Corporate Governance Committee regularly assesses the appropriate size, composition and needs of our Board and its committees, and the qualification of candidates considering these needs. The Nominating and Corporate Governance Committee developed minimum selection criteria that may be weighted differently depending on the individual being considered or the needs of our Board at the time. Each director should possess attributes, characteristics, experiences, qualifications and skills which enhance his or her ability to perform duties on our behalf (both individually and in combination with the other directors). In addition to the factors described below, the Nominating and Corporate Committee may also consider such other factors as it determines would reasonably be expected to contribute to the overall effectiveness and diversity of our Board.



						Step 2			Identify Candidates


						The Nominating and Corporate Governance Committee uses a variety of methods for identifying director nominees, including search firms and recommendations from executive officers, directors or stockholders. The Nominating and Corporate Governance Committee will also seek appropriate input from our Chief Executive Officer, from time to time, in assessing the needs of our Board for relevant background, experience, diversity and skills of its members. The Nominating and Corporate Governance Committee considers director candidates recommended by our stockholders entitled to vote in the election of directors, so long as such candidates (i) have been nominated in accordance with applicable procedures and (ii) meet the minimum selection criteria for director nominees. To submit a director candidate, a stockholder must submit the candidate’s name, contact information and detailed background information to: MARA Holdings, Inc., 101 NE Third Avenue, Suite 1200, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary. Our Corporate Secretary will forward such information to the Nominating and Corporate Governance Committee for its consideration.



						Step 3			Review Pool of Candidates


						The minimum selection criteria established by the Nominating and Corporate Governance Committee includes, without limitation: •the ability and willingness to devote the necessary time and effort to diligently perform the duties and responsibilities of Board membership, •a high level of integrity, personal and professional ethics and sound business judgment, •commitment to enhancing long-term stockholder value and understanding that such director’s primary goal is to serve the best interest of our stockholders and •freedom from conflicts of interests that would violate applicable laws, rules, regulations or listing standards, conflict with any of our corporate governance policies or procedures or interfere with the proper performance of such director’s responsibilities. In making its assessment, the Nominating and Corporate Governance Committee will consider such factors as (i) personal qualities, skills and characteristics, (ii) expertise in specific business areas, including strategy, finance or corporate governance, (iii) professional experience in our industry (or similar industries) and (iv) ability to qualify as an “independent director” under applicable Nasdaq rules and to otherwise exercise independent judgment as a director. Director nominees must be able to offer guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. They must also have sufficient time available to perform all Board and committee responsibilities.



						Step 4			Committee Recommendation to Board and Nomination


						The Nominating and Corporate Governance Committee reviews a candidate’s independence, time commitments and the qualifications criteria as outlined above and recommends potential director nominees to the Board for approval. The Board reviews the recommendation of the Nominating and Corporate Governance Committee and approves either the candidate’s appointment to the Board or the candidate as a director nominee, as applicable.



Independent Leadership			Strong Lead Independent Director with robust and transparent authority and clearly defined responsibilities 100% independent Board committees Majority independent Board (6 of 7 directors are independent) Regular executive sessions of independent directors at Board and committee meetings


Active and Engaged Oversight			Year-round engagement program for proactive outreach to understand stockholder perspectives and numerous investor relations touchpoints with feedback regularly reported to the Board Regular sessions of directors outside of the planned quarterly meetings Access to and regular engagement with senior management in furtherance of risk oversight


Regular Board Assessments			Annual Board performance assessments through self-evaluations Regular review of committee composition


Other Best Practices			Single class of common stock Prohibition on hedging and pledging Clawback policies applicable to cash and equity-based incentive compensation



•formed the Social Responsibility and Technology and Strategy committees •adopted improved committee charters •appointed a Lead Independent Director •enhanced stockholder engagement program			•increased transparency with first Climate, Culture and Community report and Climate Disclosure Project report •increased gender diversity on the Board and appointed Ms. Mealer-Burke as chair of the Talent, Culture and Compensation Committee


NEW			Additionally, effective September 1, 2024, we appointed Douglas Mellinger as our Lead Independent Director. Mr. Mellinger’s long-standing commitment to MARA and his deep understanding of our business make him the ideal choice for the role.



			Meeting Attendance						•Our Board held four meetings in 2024 •Each director attended at least 75% of all meetings of the Board and of any committees on which they served during the period such director was on the Board or such committee •In addition to formal meetings, management provides the Board with monthly updates to keep directors informed on key developments and business performance


			Annual Meeting Attendance						•Although we do not have a formal policy regarding attendance by members of our Board at our annual meetings of stockholders, we encourage, but do not require, our directors to attend •Three of our directors who were serving as directors at the time attended our 2024 annual meeting of stockholders


			Executive Sessions						•Independent directors meet in executive session at every regularly scheduled Board meeting



			•the mix of cash and equity compensation •the balance of short-term and long-term performance focus •the oversight of an independent Talent, Culture and Compensation Committee			•our Insider Trading Policy, which prohibits the hedging of the economic interest in our securities •our annual bonus plans being subject to the achievement of performance metrics and offering upside leverage that is within reasonable market norms and provide for uncapped payouts



2025 PROXY STATEMENT			1



2025 PROXY STATEMENT			3



2025 PROXY STATEMENT			5



2025 PROXY STATEMENT			7



			Outreach						•Throughout 2024, we participated in numerous investor conferences, non-deal roadshows and over 100 meetings by phone or video conference with stockholders. •We engaged with top stockholders representing 65% of shares outstanding as of year end.


			What We Discussed						•Our Chief Executive Officer, Chief Financial Officer, General Counsel, Vice President of Investor Relations and other members of our management team and Board participated in one-on-one and group discussions, sharing their views on MARA’s strategy and our strategic positioning, operational priorities, governance structure and executive compensation.


			What We Did in Response						•We held regular quarterly earnings conference calls open to all investors, which included Q&A sessions. These calls were announced to the public in advance, and we provided an opportunity for investors to participate via audio or webcast. A recording of each earnings call webcast and Q&A was made available following the call. •We began issuing a stockholder letter in place of a traditional earnings release, providing stockholders with a more comprehensive and direct overview of our financial performance, operational developments, strategic priorities and outlook. We believe this approach promotes greater transparency and enables a clearer understanding of our long-term value creation strategy. •We periodically published and distributed additional materials for our investors, leveraging our social media publications. •In addition, we published press releases regarding our accomplishments and strategic initiatives.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
Georges Antoun	$	182,500	$	464,214	$	—	$	646,714
Janet George	$	42,500	$	209,121	$	—	$	251,621
Barbara Humpton	$	42,500	$	209,121	$	—	$	251,621
Jay Leupp	$	200,000	$	464,214	$	—	$	664,214
Vicki Mealer-Burke	$	135,000	$	464,214	$	—	$	599,214
Douglas Mellinger	$	158,750	$	464,214	$	—	$	622,964
Kevin DeNuccio	$	106,667	$	309,476	$	—	$	416,143
Sarita James	$	85,000	$	232,115	$	—	$	317,115
Said Ouissal	$	79,167	$	309,476	$	—	$	388,643


	Year Ended December 31,
Category of Fees	2024			2023
Audit Fees		$	1,552,210		$	938,963
Audit-Related Fees		—			—
Tax Fees		—			—
All Other Fees		242,050			144,200
Total:		$	1,794,260		$	1,083,163


			RISK AND AUDIT COMMITTEE __________________ Jay Leupp (Chair) Georges Antoun Janet George



			Base Salary						Approved an annual base salary for Mr. Thiel of $950,000 and an annual base salary for Mr. Khan of $625,000. Mr. Nowaid was designated as an executive officer in May 2024, at which time his annual base salary was $375,000.


			Annual Cash Bonus Awards						Approved cash bonuses under our 2024 annual cash bonus plan at approximately 93.5% of our Named Executive Officers’ target maximum annual cash bonus opportunities, including a cash bonus for Mr. Thiel in the amount of $1,998,563.


			Long-Term Incentive Compensation						Granted long-term incentive compensation opportunities in the form of performance-based restricted stock unit (“PSU”) awards that may be earned and settled for shares of our common stock to our Named Executive Officers in May 2024 (for 2024 performance) with grant date fair values in amounts ranging from approximately $3,059,225 to approximately $11,625,038.



			Pay-for-Performance						Ensure a significant portion of total compensation paid to our executive officers is tied to the achievement of Company financial, operational and strategic objectives that the Compensation Committee believes are important for our growth and success.


			Reward Achievement						Award annual cash bonuses and long-term incentive compensation opportunities following a determination that our executive officers have driven the achievement of performance objectives critical to our business and to the creation of sustainable long-term stockholder value.


			Attract and Retain Executives						Attract executive officers with the background and experience necessary to lead our business and achieve our financial, operational and strategic objectives, and retain talented individuals by paying compensation that is attractive and competitive in our industry and in the marketplace generally.


			Align Interests with Stockholders						Directly align the interests of our executive officers with those of our stockholders by providing a significant portion of their target annual total direct compensation opportunities in the form of annual cash bonuses that are tied to the achievement of financial, operational and strategic objectives and long-term incentive compensation in the form of equity awards the value of which is directly tied to our stock price performance.



•Pay Compensation for Achievement of Strategic Objectives: The Compensation Committee was guided by our “pay-for-performance” philosophy and sought to design our executive compensation program in a manner that reflected alignment between the total compensation paid to our executive officers and our achievement of financial, operational and strategic objectives deemed critical to the growth and success of our business. In determining their target annual total direct compensation opportunities, the Compensation Committee gave significant weight to our actual 2024 performance as measured against a number of financial, operational and strategic metrics both relative to our historical performance and to the performance of certain peer companies. Specifically, the payments under our annual cash bonus plan and the grant of equity awards were determined based on our actual performance relative to certain performance objectives, including increases in our market capitalization, exceeding our exahash rate targets, outperforming third-party pool operators and strengthening our balance sheet. We believe the strong correlation between our achievement of these performance objectives and the compensation paid under our executive compensation program motivates the achievement of our near and long-term goals, aligns the interests of our executive officers with those of our stockholders and drives a highly accountable culture. •Need to Retain Flexibility to Adapt to Market Conditions: We operate in a highly competitive industry and one that is characterized by rapid technological development, regulatory uncertainty, employee mobility and industry consolidation. In addition, similar to other companies in our industry, our stock price is relatively volatile and correlated to a number of factors that are largely outside our control, including the value of bitcoin and perceptions about the state of the regulatory environment impacting our industry. Accordingly, it can be difficult to attract and retain talented executives within our industry. These dynamics make it necessary for us to remain flexible in our approach to executive compensation decisions to ensure we have the tools necessary to attract and retain executives, while also rewarding the achievement of strategic objectives and furthering our “pay-for-performance” philosophy. •Equity Awards Ensure Stockholder Alignment and Encourages Retention: To ensure the interests of our executive officers are aligned with those of our stockholders, a significant portion of their target total direct compensation opportunity is provided in the form of equity awards. Historically, the Compensation Committee has granted RSU awards to our executive officers rather than other types of equity awards. Similar to other companies in our industry, we have historically experienced volatile stock prices, which can limit the utility of certain types of equity awards (for example, stock options and stock appreciation rights) as compensation tools, especially where there is a significant focus on executive retention. RSU awards align the interests between our executive officers and stockholders because the value of the awards is directly tied to the market value of our common stock. At the same time, RSU awards serve to retain our executive officers since they continue to have value even if our stock price declines, which could occur as a result of factors outside our control, including a decline in the value of bitcoin and perceptions about the regulatory environment within our industry. Such declines may potentially occur even in circumstances where we achieve strong business and financial performance. However, in response to stockholder feedback regarding the structure of LTIP awards for fiscal year 2023, the Compensation Committee revised the design of LTIP awards for fiscal year 2024 to be entirely performance-based. All LTIP awards granted in fiscal year 2024 vest solely based on the achievement of relative TSR performance as measured against a designated peer group. This change reflects the Compensation Committee’s commitment to aligning executive compensation with long-term stockholder value creation and addressing the concerns raised regarding time-based vesting in the prior year. In addition, the PSU awards we granted in 2024 fully vest over a multi-year period following the grant date, so our executive officers do not receive the full value of the awards unless they remain employed by us throughout the vesting period, which further advances our retention objectives.



•our executive compensation program philosophy and objectives; •our recent and projected performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board; •each individual executive officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the scope of each individual executive officer’s title, role and responsibilities relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the performance of each individual executive officer, based on a subjective assessment of his contributions to our overall performance and ability to lead his business unit or function, and as measured against various financial, operational and strategic objectives in each executive officer’s areas of expertise and responsibility; •the potential of each individual executive officer to make future contributions to our long-term financial, operational and strategic objectives and the ability to enhance sustainable long-term stockholder value creation; •the retention risk (and related replacement cost) of each individual executive officer in view of factors such as title and areas of expertise; •our Chief Executive Officer’s compensation relative to that of our other executive officers, and compensation parity among our executive officers; •our financial performance relative to our compensation and performance peers; •our executive hiring and retention considerations; •evolving pay practices in our industry or primary geographic areas and changes to our business and industry; and •the compensation practices of the companies in our compensation peer group and in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data.



•consultation with the Compensation Committee chair and other members between Compensation Committee meetings; •review, identification and updating of our compensation peer group; •a review and analysis of the annual base salary levels, target annual cash bonus opportunities and long-term incentive compensation opportunities of our executive officers as compared to competitive market data drawn from our compensation peer group and/or selected broad-based compensation surveys; •an assessment of the risk profile of our executive compensation program; •a summary of stockholder feedback and potential investor expectations; •a review and analysis of competitive market data for the non-employee members of our Board and an evaluation of how the compensation we pay the non-employee members of our Board compares to the compensation of the non-employee members of the boards of directors of a broad group of technology companies with revenues of approximately $225 million to approximately $900 million drawn from the compensation consultant’s proprietary database; and •an update on regulatory developments and market trends.



			Geography and Public Company Status						Publicly traded companies primarily headquartered in the United States and traded on a major U.S. stock exchange


			Industry						Companies within bitcoin-related industries, energy-related sectors, the software sector (with a focus on SAAS companies) and the data center sector that were similar to us in terms of productivity, stage of growth, complexity of business, geographic location and number of employees


			Net Income						Similar net income to ours, within a range of approximately 0.3x to approximately 3.0x our net income (based on the then-last four fiscal quarters) of approximately $259 million (approximately $85 million to approximately $775 million)


			Enterprise Value						Similar enterprise value to ours, within a range of approximately 0.3x to approximately 3.0x our enterprise value (as of February 12, 2024) (approximately $2.3 billion to approximately $20.3 billion)


			Market Capitalization						Similar market capitalization to ours, within a range of approximately 0.3x to approximately 3.0x our then 30-day market capitalization (as of February 12, 2024) (approximately $1.4 billion to approximately $13.5 billion)



AppFolio Braze C3.ai Cipher Mining CleanSpark Confluent	Couchbase DoubleVerify Holdings Fastly GitLab MicroStrategy	Rapid 7 Riot Platforms Samsara SPS Commerce Squarespace


Compensation Elements			Characteristics
Annual Base Salary			•Fixed cash compensation •Attract and retain top talent through market-competitive base salary levels that are commensurate with our executive officers’ roles and responsibilities
Annual Cash Bonuses			•Variable cash compensation based on actual performance as measured against pre-established financial, operational and strategic performance objectives •Incentivize achievement of business objectives as set forth in our annual operating plan and reward short-term performance
Long-Term Incentive Compensation			•Variable equity compensation in the form of PSU awards, which vest over a multi-year period •Align the economic interests of our executive officers and stockholders •Motivate sustainable long-term value creation •Promote retention of top talent



How base salaries support our compensation philosophy and objectives: •The base salaries of our executive officers, including our Named Executive Officers, are intended to attract and retain highly talented individuals by providing the fixed portion of their target annual total direct compensation opportunities. •We use base salary to provide each executive officer with a specified level of cash compensation during the year with the expectation that he will perform his responsibilities to the best of his ability and in our best interests.


Named Executive Officer	2023 Annual Base Salary			2024 Annual Base Salary
Mr. Thiel		$	800,000		$	950,000
Mr. Khan		$	475,000		$	625,000
Mr. Nowaid(1)		$	330,000		$	375,000



How the annual cash bonus plan supports our compensation philosophy and objectives: •It motivates our executive officers, including our Named Executive Officers, and other employees to achieve our annual business goals and objectives consistent with the goals and objectives reflected in our annual operating plan. •It aligns with our “pay-for-performance” philosophy since the amount of the bonus payments, if any, is determined once we have confirmed that certain financial, operational and strategic goals and objectives have been achieved. •It is also important for retaining our executive officers since cash bonuses are a typical compensation element within our industry. •It aligns the interests of our executive officers with those of our stockholders because participants may only earn a bonus based on the achievement of goals and objectives deemed by the Compensation Committee to be important for driving sustainable long-term stockholder value.



•our significant stock price, market capitalization and enterprise value increases during the year both in absolute terms and relative to the companies in our compensation peer group; •the annual cash bonuses paid by the companies in our compensation peer group to executives with similar titles and levels of responsibility, as determined based on our review of compensation data provided by its compensation consultant; •our operational performance, including exceeding our exahash rate targets and outperforming third-party pool operators; •the individual performance of our executive officers, as measured against various financial, operational and strategic objectives; and •our relatively low headcount relative to the companies in our compensation peer group, and the relative impact of each executive officer on our operational performance.


Named Executive Officer	2024 Annual Base Salary			2024 Target Annual Bonus Value (as a Percentage of Annual Base Salary)	2024 Target Annual Bonus Value ($)
Mr. Thiel		$	950,000	up to 225%		$	2,137,500
Mr. Khan		$	625,000	up to 225%		$	1,406,250
Mr. Nowaid(1)		$	375,000	up to 150%		$	562,500


Named Executive Officer	2024 Target Annual Bonus Value			Actual Annual Cash Bonus ($)			Actual Annual Cash Bonus (as a Percentage of Target Annual Bonus Value)
Mr. Thiel		$	2,137,500		$	1,998,563	93.5	%
Mr. Khan		$	1,406,250		$	1,314,844	93.5	%
Mr. Nowaid		$	562,500		$	525,938	93.5	%



How the long-term incentive compensation supports our compensation philosophy and objectives: •We believe that equity awards further our “pay-for-performance” philosophy since the value of the awards is determined only if and when we have confirmed that specific pre-established financial, operational and strategic goals and objectives have been met, and, therefore, serve to reward the achievement of these goals and objectives. •Equity awards also align the interests of our executive officers with those of our stockholders since the value of the awards is directly tied to increases in the market price of our common stock. It is also important for retaining our executive officers since equity awards are a typical compensation element within our industry. •The equity awards are designed to meet our retention objectives because, even after the long-term incentive awards have been earned and the economic value of these awards has been determined, they are required to vest over a long-term service period.



Applied Digital Corporation Bitfarms Ltd. Cipher Mining, Inc.	CleanSpark, Inc. HIVE Digital Technologies Ltd. Hut 8 Mining Corporation	Iris Energy Limited Riot Platforms, Inc. TeraWulf, Inc.