UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Section 240.14a-12

RIOT PLATFORMS, INC.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required
☐	Fee paid previously with preliminary materials:
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

RIOT PLATFORMS, INC.

 

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

May 1, 2023

Dear Fellow Stockholders:

On behalf of the Board of Directors (the “Board”) of Riot Platforms, Inc., a Nevada corporation, [Nasdaq: RIOT] (“Riot” or the “Company”), we are pleased to invite you to attend the 2023 Annual General Meeting of the Company’s stockholders (the “Annual Meeting”) to be held at 11:00 a.m. (Eastern Time) on Tuesday, June 27, 2023. The Annual Meeting will be virtual-only, held exclusively online to facilitate stockholder attendance and provide a consistent experience to all stockholders regardless of location. The live webcast of the meeting will be available via the virtual meeting portal at:

www.virtualstockholdermeeting.com/RIOT2023

The accompanying notice and proxy statement (the “Proxy” or the “Proxy Statement”) provide details about the Annual Meeting, including the nominees for election to the Board and other matters to be considered at the Annual Meeting, as well as additional information regarding virtual attendance for the Annual Meeting, which can be found on page 9 of the Proxy Statement.

With this letter, we are happy to share the Board’s perspectives on Riot’s performance and accomplishments during 2022, which are even more noteworthy, given the broader challenging economic environment facing our industry and the economy at large.

Board Oversight and Focus

The primary focus of the Board throughout 2022 was to ensure that the Company was well positioned and appropriately resourced to build on our strengths through the volatility in the market. The Board oversaw management's execution of the Board’s vision of continuing with a growth-focused corporate strategy right-sized to drive long-term stockholder value. Furthermore, the Board and management remain committed to responsible corporate governance with a focus on risk management and intelligent growth, to ensure Riot continues to execute on our five core values, Teamwork, Accountability, Urgency, Transparency, and Attention to Detail. By applying these core values to our key functions, the Board strives to enhance Company performance, compliance and execution, thus returning value to all of our stockholders.

Company Performance in 2022

During 2022, the Company continued to expand and develop on our goal of being the largest publicly traded, vertically integrated Bitcoin mining company. Since its acquisition in May 2021, we have expanded our Bitcoin mining facility in Rockdale, Texas (the “Rockdale Facility”) by more than 400 megawatts (“MW”), bringing its total developed capacity to 700 MW. We believe this makes our Rockdale Facility the largest Bitcoin mining-focused data center currently operating in the United States, in terms of developed capacity. We also made significant advancements in our immersion-cooled mining initiative during 2022, developing over 200 MW of immersion-cooled mining capacity at the Rockdale Facility, and we continue to innovate to maximize the efficacy and efficiency of our immersion systems and software controls. Additionally, we are developing a second large-scale Bitcoin mining and data center facility outside of Corsicana, Texas (the “Corsicana Facility”) which, upon completion, is expected to have approximately one gigawatt (1,000 MW) of capacity, with the initial development of 400 MW of capacity purpose-built for immersion-cooled mining. This expanded capacity allows us to continue to scale our own Bitcoin mining operations and to provide data center hosting services to institutional-scale clients.

In addition to the expansion of our mining infrastructure, we made great strides in 2022 towards expanding our Bitcoin mining power to increase our share of global hash rate and maximize the revenue potential of our operations. As of December 31, 2022, we operated 88,556 miners, with a hash rate capacity of 9.7 exahash per second (“EH/s”) and mined 5,554 Bitcoin, which represented an increase of 45.7% over the 3,812 Bitcoin we mined in 2021. Based on our existing operations and expected deliveries of miners we have purchased, we anticipate we will have 111,216 miners, with a total hash rate capacity of 12.5 EH/s at full deployment, by the end of 2023 - placing Riot among the top publicly traded miners in terms of mining capacity. One of our top priorities is to be an industry leader in the cost to mine Bitcoin. We are proud to report that in 2022, Riot’s cost to mine Bitcoin was an industry leading $11,225 per Bitcoin mined. We believe that remaining cost-focused will provide Riot with the foundation to pursue its strategic growth initiatives and, ultimately, reward our stockholders.

We believe our 2022 results demonstrated that Riot’s positioning, vertical integration strategy and management team delivered consistent and sustainable performance, even in an unstable economic environment. We believe our size and scale, and the strength of our balance sheet, continue to provide a competitive advantage in the Bitcoin mining space. We are pleased with the trajectory of the Company and will stay focused on growth.

Investments in Riot’s Future

Riot has invested substantially in the Company’s future through development, acquisitions, and talent management. We have continued to grow through challenging economic conditions, and we believe the Company is well positioned to take advantage of present and future market opportunities. In a nascent industry such as Bitcoin mining, we continue to believe that maintaining a conservative balance sheet is the best path forward. To date, the Company has financed all growth and operations through the issuance of equity and the sale of mined Bitcoin. As fellow Riot stockholders, we are cognizant of the dilutive effect of raising capital through equity sales; however, we believe that the capital we raise allows us to invest in the Company in ways that will provide positive returns on our stockholders’ investments in the future, and that these efforts have put us in a strong financial position. Further, by raising capital through equity sales and our operations, we have maintained a conservative balance sheet and avoided high-cost debt financing, a strategy which we believe has negatively impacted our competitors, some of whom have been unable to continue operations in the face of industry-wide economic concerns that arose during 2022. Notwithstanding the foregoing, the Company is constantly looking to reduce its cost of capital and will consider accretive and carefully structured debt financing.

During times of turbulence, remaining focused on growth can seem counterintuitive. Riot has been mining Bitcoin since 2017, and our Board and management team have helped the Company expand our operations through business cycles, market volatility, regulatory hurdles, a global pandemic, and an ever-changing global supply chain. Through these challenges, our management team and Board have continued to believe in the Company’s long-term vision for Bitcoin and Bitcoin mining. We expect that the seeds we are planting now will provide years of growth in an emerging sector that, to date, has demonstrated significant growth potential. The Board is confident in our management team’s ability to execute and deliver returns to our stockholders.

Your Vote Matters

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote as soon as possible. Vote now over the internet at www.proxyvote.com or, if you wish to vote by mail, please mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided to: Vote Processing, c/o: Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

Voting as soon as possible will ensure your representation at the Annual Meeting regardless of whether you attend the virtual Annual Meeting. If you have already voted, there is no need to vote again unless you wish to change your vote.

We thank you for your continued support.

Sincerely,	Sincerely,
Benjamin Yi, Executive Chairman	Jason Les, Chief Executive Officer

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE ONLINE USING THE SIXTEEN-DIGIT CONTROL NUMBER ASSIGNED TO YOU, BY TELEPHONE, OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONS CARD IN THE PROVIDED POSTAGE-PAID ENVELOPE SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING. PLEASE DO NOT SHARE YOUR CONTROL NUMBER.

 

 

NOTICE OF 2023 ANNUAL GENERAL MEETING OF STOCKHOLDERS

 

TO BE HELD ON TUESDAY, JUNE 27, 2023, AT 11:00 A.M. (EASTERN TIME)

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2023 Annual General Meeting of the stockholders (the “Annual Meeting”) of Riot Platforms, Inc., a Nevada corporation (“Riot” or the “Company”), will be held at 11:00 a.m. (Eastern Time) on Tuesday, June 27, 2023, or such later date or dates as such Annual Meeting may be adjourned or postponed. The Annual Meeting will be conducted exclusively online through a live audio webcast to facilitate stockholder attendance and to enable stockholders to participate fully and equally, regardless of size of holdings, resources, or physical location. The Annual Meeting will be virtual-only and held exclusively online at:

www.virtualstockholdermeeting.com/RIOT2023

As such, no in-person attendance option will be available. To find instructions on how to access and log in to the virtual Annual Meeting, see “How do I attend the virtual Annual Meeting?” on page 1 in the accompanying Proxy Statement.

Each stockholder receiving this Notice of 2023 Annual General Meeting of Stockholders (this “Notice”) has been assigned a 16-digit control number, which is required to register for and gain admittance to the Annual Meeting. The unique 16-digit control number assigned to you can be found on the enclosed proxy card accompanying this Notice. Specific instructions on how to access the Annual Meeting via the virtual portal using your unique 16-digit control number are included at the end of this Notice and in the accompanying Proxy Statement.

The following four (4) proposals, as more fully described in the Proxy Statement accompanying this Notice, are being submitted to our stockholders for their consideration at the Annual Meeting:

Proposal		Board Recommendation
1.	To elect each of Hannah Cho and Lance D’Ambrosio as our Class II director nominees to serve on the Board of Directors for terms expiring at the 2026 Annual General Meeting of Stockholders.	“FOR”
2.	To ratify, in a non-binding advisory vote, the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.	“FOR”
3.	To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers (“Say-on-Pay”).	“FOR”
4.	To approve the Fourth Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 4,000,000 shares.	“FOR”

THIS IS NOT A BALLOT. YOU CANNOT USE THIS NOTICE TO VOTE YOUR SHARES.

This Notice presents only an overview of the more complete Proxy Statement accompanying this Notice, which is hereby made part of this Notice. The Proxy Statement is also available to you on the Internet at www.proxyvote.com, the Security and Exchange Commission’s website, www.SEC.gov, or by visiting our website, www.RiotPlatforms.com.

The Board of Directors has established the close of business on Friday, April 28, 2023, as the record date (the “Record Date”) for determining those of our stockholders entitled to attend, and vote their shares at, the Annual Meeting. Accordingly, only holders of our common stock, no par value per share, of record at the close of business on the Record Date will receive this Notice and be eligible to attend, and vote their shares at, the Annual Meeting (including any adjournments or postponements thereof). Holders of other classes of our outstanding capital stock are not entitled to vote at the Annual Meeting. As of the Record Date, there were 173,358,084 shares of Company common stock, no par value per share, outstanding and entitled to vote at the Annual Meeting. The foregoing shares of our common stock, no par value per share, are referred to herein as “shares.” A list of stockholders of record will be available at the Annual Meeting online at the virtual meeting portal, www.virtualstockholdermeeting.com/RIOT2023, and will be available by request during the ten (10) days prior to the Annual Meeting by submitting your written request to our Corporate Secretary at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109, Attention: Corporate Secretary.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote your shares by proxy as soon as possible so that we can ensure your vote will be represented at the Annual Meeting.

You may submit your vote by proxy with your 16-digit control number using any of the following methods:

• Voting online at: www.proxyvote.com;

• Voting by telephone by calling: 1-800-690-6903 (owners of record); or

• Voting by mail by completing, signing, dating and returning the enclosed proxy card as soon as possible in accordance with the instructions on the proxy card. A pre-addressed, postage prepaid return envelope is enclosed for your convenience.

Your proxy, whether given online at www.proxyvote.com, by telephone, or through the return of the enclosed proxy card, may be revoked prior to its exercise by either: (i) submitting a written notice of revocation or a duly executed proxy bearing a date later than your previously-submitted proxy to: Vote Processing, c/o: Broadridge, 51 Mercedes Way, Edgewood, New York 11717, and to our Corporate Secretary at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109, Attention: Corporate Secretary, prior to the Annual Meeting; or (ii) attending the Annual Meeting via the virtual meeting portal at www.virtualstockholdermeeting.com/RIOT2023 and voting your shares, virtually using your 16-digit control number, live at the Annual Meeting. To ensure fair conduct of the Annual Meeting and that our stockholders of record are able to participate in the Annual Meeting, you will not be able to participate in the virtual Annual Meeting without the unique 16-digit control number assigned to you and provided on the back of your proxy card.

We urge you to review the accompanying materials carefully and to vote as promptly as possible. Please note that we have enclosed the Proxy Statement and your proxy card along with this Notice.

By Order of the Board of Directors,

 

William Jackman,

Executive Vice President, General Counsel and

Corporate Secretary

Castle Rock, CO

May 1, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL GENERAL MEETING OF THE STOCKHOLDERS OF RIOT PLATFORMS, INC. TO BE HELD ON:

TUESDAY, JUNE 27, 2023, AT 11:00 A.M. (EASTERN TIME)

VIA THE VIRTUAL MEETING PORTAL AT:

www.virtualstockholdermeeting.com/RIOT2023

THE NOTICE AND OUR PROXY STATEMENT ARE AVAILABLE ONLINE AT:

www.proxyvote.com and www.RiotPlatforms.com

TABLE OF CONTENTS

	Page
GENERAL INFORMATION	1
PROPOSAL NO. 1: ELECTION OF DIRECTORS	8
INFORMATION REGARDING DIRECTORS	9
FAMILIAL RELATIONSHIPS, ADVERSE PROCEEDINGS, EXPERIENCE, AND DIVERSITY	12
CORPORATE GOVERNANCE	13
CORPORATE GOVERNANCE GUIDELNES, CODE OF ETHICS AND BUSINESS CONDUCT, AND COMMITTEE CHARTERS	13
BOARD’S ROLE IN CORPORATE GOVERNANCE MATTERS	13
BOARD ORIENTATION AND CONTINUING EDUCATION	14
BOARD LEADERSHIP STRUCTURE AND DIRECTOR INDEPENDENCE	14
BOARD LEADERSHIP	15
BOARD’S ROLE IN RISK OVERSIGHT	16
DIRECTOR ATTENDANCE AT BOARD, COMMITTEE, AND OTHER MEETINGS	16
COMMUNICATIONS WITH THE BOARD	17
COMMITTEES OF THE BOARD OF DIRECTORS	18
AUDIT COMMITTEE	18
COMPENSATION AND HUMAN RESOURCES COMMITTEE	19
GOVERNANCE AND NOMINATING COMMITTEE	20
CONSIDERATION OF DIRECTOR NOMINEES	20
CODE OF ETHICS AND BUSINESS CONDUCT	21
DIRECTOR COMPENSATION	22
PROPOSAL NO. 2: RATIFICATION OF AUDITOR APPOINTMENT	24
REPORT OF THE AUDIT COMMITTEE	26
PROPOSAL NO. 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)	28
EXECUTIVE COMPENSATION	29
COMPENSATION DISCUSSION AND ANALYSIS	29
EXECUTIVE EMPLOYMENT AGREEMENTS	35
EXECUTIVE COMPENSATION COMPARISON PEER GROUP	37
SUMMARY COMPENSATION TABLE	38
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2022	40
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE	41
OPTION EXERCISE AND STOCK VESTED TABLE	42
EQUITY COMPENSATION PLAN INFORMATION	43
POTENTIAL POST-EMPLOYMENT BENEFITS	46
INSIDER TRADING, HEDGING AND PLEDGING POLICIES	48
TAX AND ACCOUNTING CONSIDERATIONS	48
CEO PAY RATIO	49
PAY VS. PERFORMANCE	50
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT	54
PROPOSAL NO. 4: APPROVAL OF THE FOURTH AMENDMENT TO THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN	55
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	64
OTHER MATTERS	65

	Page
APPENDIX A: PROXY CARD	A-1
APPENDIX B: RECONCILIATION OF GAAP MEASURE TO ADJUSTED EBITDA	B-1
APPENDIX C: FOURTH AMENDMENT TO THE RIOT BLOCKCHAIN, INC. 2019 EQUITY INCENTIVE PLAN	C-1

 

RIOT PLATFORMS, INC.

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

PROXY STATEMENT

FOR THE 2023 ANNUAL GENERAL MEETING OF STOCKHOLDERS

INTRODUCTION

This Proxy Statement, along with the accompanying Notice of 2023 Annual General Meeting of Stockholders (the “Notice”), contains information about the 2023 Annual General Meeting of the stockholders of Riot Platforms, Inc., including any adjournments or postponements thereof (the “Annual Meeting”). In this Proxy Statement, we refer to Riot Platforms, Inc., a Nevada corporation, and its consolidated subsidiaries, as “Riot,” “Riot Platforms,” the “Company,” “we,” “us” or “our.”

We are holding the Annual Meeting at 11:00 a.m. (Eastern Time) on Tuesday, June 27, 2023, or such later date or dates as the Annual Meeting may be adjourned or postponed. The Annual Meeting will be virtual-only and held exclusively online via the virtual meeting portal, at www.virtualstockholdermeeting.com/RIOT2023, and no option to attend the Annual Meeting in-person will be available. For specific instructions on how to attend the Annual Meeting, please see “How do I vote?” beginning on page 2 of this Proxy Statement, below.

This Proxy Statement, the accompanying proxy card and, though not part of this Proxy Statement, our 2022 Annual Report on Form 10-K are being mailed, commencing on or about May 1, 2023, to stockholders of record (as defined below) entitled to notice of and to vote at the Annual Meeting, please see “Who may vote?” on page 2. Copies of this Proxy Statement and our 2022 Annual Report are available at www.proxyvote.com. You can also find copies of our Annual Reports on Form 10-K, and amendments thereto on Form 10-K/A, as well as all our periodic and current reports filed with the U.S. Securities and Exchange Commission (the “SEC”) on the SEC’s website, www.SEC.gov, or through the “Investors” section of our website at www.RiotPlatforms.com. Except for those reports we have filed with the SEC, and as specifically incorporated by reference herein, the information contained on our website is not part of these proxy solicitation materials.

GENERAL INFORMATION

Meeting Information:

Record Date:	April 28, 2023
Meeting Date and Time:	June 27, 2023, at 11:00 a.m. Eastern Time
Location:	Virtual live webcast. You will be able to attend the Annual Meeting, vote, and submit questions during the meeting by visiting the virtual meeting portal at: www.virtualstockholdermeeting.com/RIOT2023.

We include these questions and answers to provide some background and clarity concerning voting, solicitation and other general information. We encourage you to read this Proxy Statement and the accompanying materials carefully and in its entirety.

All Riot stockholders are encouraged to attend the Annual Meeting, which will be held online to provide a consistent experience to all stockholders regardless of location.

How do I attend the virtual Annual Meeting?

To be admitted to the Annual Meeting, navigate, via web browser, to www.virtualstockholdermeeting.com/RIOT2023 and enter the 16-digit control number from your Notice of Internet Availability of Proxy Materials or proxy card. Once admitted, stockholders may submit questions, vote their shares and view reference materials (such as our list of stockholders as of the record date).

If you experience technical difficulties during the meeting, please call the technical support number posted on the virtual meeting website. We will have technicians ready to assist you beginning 15 minutes prior to the start of the Annual Meeting, at 10:45 a.m. Eastern Time on the meeting date, June 27, 2023.

What is a proxy and what is a proxy statement?

A proxy is your legal designation of another person to vote the shares you own on your behalf. That designated person is called a proxy. If you designate someone as your proxy, the document in which you make that designation also is called a proxy.

A proxy statement is a document that we are required by law to provide to you when we ask you to name a proxy to vote your shares. It contains background information on the matters that are being put to a vote. This document you are reading is a proxy statement, and we encourage you to read it carefully before voting.

Why am I receiving this Proxy Statement?

We sent you this Proxy Statement or a Notice of Internet Availability of Proxy Materials in connection with the solicitation by our Board of Directors (the “Board”) of your proxy to vote at the Company’s Annual Meeting (including any adjournments or postponements thereof).

What information is contained in this Proxy Statement?

This Proxy Statement summarizes the information you need to know to vote on an informed basis. It contains information relating to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and named executive officers, and other required information.

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will act upon the proposals outlined in the Notice included with this Proxy Statement. These proposals include:

1.
the election of each of the two nominees named in this Proxy Statement to serve on the Board of Directors as a Class II director for a term expiring at the 2026 Annual General Meeting of our stockholders;

2.
to ratify, in a non-binding advisory vote, the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

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3.
to approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers (“Say-on-Pay”); and

4.
to approve the Fourth Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 4,000,000 shares.

This Proxy Statement provides detailed information about each of these proposals.

Who may vote?

You may vote if you are a stockholder of our common stock, no par value per share, at the close of business on Friday, April 28, 2023 (the “Record Date”), as identified by our transfer agent. As of the Record Date, there were 173,358,084 shares issued, outstanding and entitled to vote at the Annual Meeting. Shares of our common stock, no par value per share, are herein referred to as the “shares.”

How many votes do I have?

Each stockholder of record is entitled to one vote at the Annual Meeting for each share of Riot common stock owned as of the Record Date. Cumulative voting is not permitted.

How do I vote?

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy. If your proxy is properly submitted, you are legally designating the person or persons named on the proxy card to vote your shares as you have directed. All valid proxies that we receive through this solicitation, which are not revoked, will be voted in accordance with instructions you provide on the proxy card. Except as set forth below, if you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations. Voting by proxy will not affect your right to attend the Annual Meeting.

How you may vote depends on how your shares are held. As explained below, the voting procedures are different for stockholders of record and for beneficial owners of our shares.

What is the difference between being a stockholder of record and a beneficial owner and how does this affect my voting?

Many of our stockholders hold their shares through brokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Corporation, or if you possess stock certificates representing your shares, you are the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals named on the proxy card or to vote at the Annual Meeting. If you are a stockholder of record, you may vote your shares at the Annual Meeting using any of the following methods:

• Before the Annual Meeting:

○ Via the Internet. Vote online by visiting the online portal at www.proxyvote.com and completing and submitting your proxy card using your 16-digit control number. You will need to follow the instructions on the website.

○ By telephone. To vote via telephone, call 1-800-690-6903 and follow the telephone prompts.

○ By mail. Mark, sign, and date the enclosed proxy card and return it by mail in the enclosed postage prepaid envelope to: Vote Processing, c/o: Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by the Board.

• During the Annual Meeting:

○ Live Via the Internet. If you wish to vote your shares live and online at the Annual Meeting, you may attend the Annual Meeting and vote your shares on the proposals presented through the virtual portal established to host the Annual Meeting, www.virtualstockholdermeeting.com/RIOT2023, and entering

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the unique 16-digit control number provided to you on the proxy card accompanying this Proxy Statement. You will not be able to attend the Annual Meeting without your 16-digit control number. PLEASE DO NOT SHARE YOUR CONTROL NUMBER.

Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee (“Stockholder Nominees”), you are the beneficial owner of shares held in “street name” and are not a stockholder of record. Your proxy materials are being forwarded to you by your Stockholder Nominee, who is considered to be the stockholder of record with respect to your shares held in street name. As the beneficial owner, you have the right to tell your Stockholder Nominee how to vote your shares, and you are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your Stockholder Nominee authorizing you to do so. Your Stockholder Nominee has instructions on how to direct your shares to be voted. You may vote by following those instructions and the instructions on the Notice; and, if you are a beneficial owner who obtained a legal proxy and is authorized to vote by your Stockholder Nominee, and you wish to submit your vote, you may do so by attending the Annual Meeting and voting virtually, or you may vote your shares by telephone by dialing 1-800-454-8683.

Do I need to attend the Annual Meeting to vote my shares?

You do not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies that are received in time for the Annual Meeting will be voted at the Annual Meeting unless they are revoked in advance of the meeting date. A stockholder may revoke a proxy before the proxy is voted by following the instructions under the heading “May I change or revoke my proxy?” below. Any stockholder who has executed a proxy card but attends the Annual Meeting via the virtual meeting portal at www.virtualstockholdermeeting.com/RIOT2023 may revoke the proxy and vote at the Annual Meeting by following the instructions under the heading “How do I vote?” above.

May I change or revoke my proxy?

If you submit your proxy, you may alter or revoke your proxy at any time prior to the Annual Meeting. You may alter or revoke your proxy in any one of the following ways:

• by signing a new proxy card and submitting in accordance with the instructions above;

• by re-voting via the Internet or by telephone as instructed above — note, only your latest Internet or telephone vote will be counted;

• by delivering a signed statement of revocation or a duly executed proxy card bearing a later date to: (i) Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717; and (ii) our Corporate Secretary at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109, Attention: Corporate Secretary; or

• by attending the Annual Meeting virtually and voting during the Annual Meeting. Attending the Annual Meeting via the virtual meeting portal at www.virtualstockholdermeeting.com/RIOT2023 will not automatically revoke a previously submitted proxy unless you specifically request revocation or you vote your shares, virtually, live at the Annual Meeting.

What should I do if I receive more than one proxy card?

You may receive more than one proxy card or voting instruction form if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How do I vote?” for each account to ensure that all your shares are voted.

Will my shares be voted if I do not return my proxy card?

If shares are registered in your name, they will not be voted if you do not submit your proxy card by mail, online via the portal at www.proxyvote.com, or by telephone by dialing 1-800-690-6903, or if you do not attend the Annual Meeting and vote your shares, virtually, using the unique 16-digit control number assigned to you on your Proxy Card, during the Annual Meeting. Please see the section of this Proxy Statement entitled “How do I vote?” beginning on page 2 above for specific instructions on how to vote your shares. Unless otherwise indicated under the section “What vote is required to approve each proposal presented at the Annual Meeting” below, if you submit your proxy card without instructions as to how your shares should be voted, your shares represented by such proxy card will be voted in accordance with the Board’s recommendations.

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Stockholder Nominees, who hold shares in “street name” for the benefit of beneficial owners, who do not receive voting instructions from their beneficial owner clients generally have the discretion to vote their clients’ uninstructed shares on certain routine matters (“routine matters”) presented at the Annual Meeting, but do not have the discretion to vote their clients’ uninstructed shares on all other matters (“non-routine matters”) presented at the Annual Meeting. Of the four (4) proposals being presented to the stockholders at the Annual Meeting, only Proposal No. 2 (the ratification of our independent registered public accounting firm) is considered a routine matter. The remaining three (3) proposals, Proposal No. 1 (election of directors), Proposal No. 3 (advisory vote to approve the compensation of our named executive officers), and Proposal No. 4 (vote to approve the Fourth Amendment to the 2019 Riot Blockchain, Inc. Equity Incentive Plan, as amended, (the “2019 Equity Plan”) to increase the number of shares of our common stock reserved for issuance thereunder by 4,000,000 shares) are each considered non-routine matters. This means that if your shares are held in street name and you do not provide voting instructions to the Stockholder Nominee that holds your shares for your benefit, such Stockholder Nominee has the authority - even if it does not receive instructions from you - to vote your uninstructed shares on the ratification of our independent registered accounting firm, but does not have the authority to vote your uninstructed shares on the election of directors, to advise us regarding our executive compensation, or to approve the Fourth Amendment to the 2019 Equity Plan.

If your Stockholder Nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter, or if your bank, broker or other nominee chooses not to vote on a matter for which it does have discretionary voting authority, a “broker non-vote” has occurred.

Shares that are subject to a broker non-vote are considered present at the Annual Meeting for determining whether the quorum requirement has been met (see “What is a quorum?” on page 6 of this Proxy Statement for further discussion of our quorum requirement for the Annual Meeting); however, shares subject to a broker non-vote will not be counted as a vote cast with respect to a proposal. Because abstentions and broker non-votes do not represent shares cast with respect to a proposal, broker non-votes will have no effect on the outcome of votes on any of the proposals put forth in this Proxy Statement, except as required under Nevada law and identified in this Proxy Statement. Accordingly, the outcome of the votes on these proposals will be determined solely by reference to the shares actually voted, by properly submitted proxy or live at the Annual Meeting, and broker non-votes (and all other unvoted shares) will have no effect.

We encourage you to provide voting instructions. This ensures your shares will be voted at the Annual Meeting in the manner you desire.

What vote is required to approve each proposal presented at the Annual Meeting?

Proposal No. 1: Election of Directors. We are seeking stockholder votes on the election to the Board of two (2) Class II director nominees, as identified in this Proxy Statement. As permitted by Nevada law and our Bylaws, director nominees for service on our Board are elected by a plurality voting standard. This means that those director nominees receiving the most “FOR” votes cast in favor of their election to the Board will be elected to the Board.

Accordingly, you may vote your shares “FOR” the nominees, or you may “WITHHOLD” your vote from the nominee. Votes that are withheld will not be included in the vote tally for the election of the director and thus will have no effect on the outcome of the vote on this proposal. If you submit your proxy card without directing your proxy how to vote your shares, your shares will be voted in accordance with the Board’s recommendations.

Stockholder Nominees do not have authority to vote the shares held in street name for their beneficial owner clients, without their clients’ instructions, on this proposal. As a result, any uninstructed shares held in street name by Stockholder Nominees for their beneficial owner clients will not be voted at the Annual Meeting on this Proposal No. 1, as broker non-votes. Broker non-votes and abstentions and will not affect the results of the vote on this proposal.

Proposal No. 2: Ratification of Auditor Appointment. We are seeking our stockholders’ ratification, in a non-binding advisory vote, of the appointment of Marcum LLP to serve as our independent registered public accounting firm (our “Auditor”) for the fiscal year ending December 31, 2023. The ratification of the appointment of our Auditor for 2023 requires the affirmative vote of the majority of the shares cast on this Proposal No. 2 (i.e., the number of “FOR” votes cast must exceed the number of “AGAINST” votes cast on this Proposal No. 2 to ratify our appointment of our Auditor). Under applicable Nasdaq Stock Market (“Nasdaq”) market rules (the “Nasdaq Rules”), Nevada law and SEC regulations, we are not required to obtain the approval of our stockholders to appoint our auditors; however, we consider our stockholders’ advisory vote when reviewing our Auditor engagement.

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This Proposal No. 2 is a “routine” matter and, therefore, Stockholder Nominees have authority to vote their beneficial owner clients’ uninstructed shares, held by them in street name for their beneficial owner clients’ benefit, at the Annual Meeting. If a Stockholder Nominee does not exercise this authority with respect to a share, such share will be counted as an abstention. Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote.

Proposal No. 3: “Say-On-Pay.” We are seeking a non-binding advisory vote by our stockholders regarding the compensation of our named executive officers, which is discussed in greater detail in this Proxy Statement. The affirmative vote of the majority of the shares cast on this Proposal No. 3 is required to approve, on a non-binding, advisory basis, the compensation of our named executive officers (i.e., the number of “FOR” votes cast must exceed the number of “AGAINST” votes cast on this Proposal No. 3 for stockholder non-binding, advisory approval of the compensation of our named executive officers to be obtained). While the results of this advisory vote are non-binding, the Compensation and Human Resources Committee of the Board (the “Compensation Committee”), and the Board as a whole, values the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in deciding whether any actions are necessary to address the concerns raised by the vote and when making future compensation decisions for our named executive officers.

Stockholder Nominees do not have authority to vote the shares held in street name for their beneficial owner clients, without their clients’ instructions, on this proposal. As a result, any uninstructed shares held in street name by Stockholder Nominees for their beneficial owner clients will not be voted at the Annual Meeting on this Proposal No. 4, as broker non-votes. Broker non-votes and abstentions and will not affect the results of the vote on this proposal.

Proposal No. 4: Approval of the Fourth Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan. We are seeking stockholder approval of an amendment to the 2019 Equity Plan to increase the number of shares of our common stock reserved for issuance thereunder by 4,000,000 shares. The affirmative vote of a majority of the votes cast for this Proposal No. 4 is required for stockholder approval of the Fourth Amendment to the 2019 Equity Plan (i.e., the number of “FOR” votes cast on this Proposal No. 4 must exceed the number of “AGAINST” votes cast on this Proposal No. 4 for stockholder approval of the Fourth Amendment to the 2019 Equity Plan to be obtained).

Stockholder Nominees do not have authority to vote the shares held in street name for their beneficial owner clients, without their clients’ instructions, on this proposal. As a result, any uninstructed shares held in street name by Stockholder Nominees for their beneficial owner clients will not be voted at the Annual Meeting on this Proposal No. 4, as broker non-votes. Broker non-votes and abstentions and will not affect the results of the vote on this proposal.

How does the Board recommend I vote on the proposals before the Annual Meeting?

The Board unanimously recommends that you vote “FOR” each of the Four Proposals presented at the Annual Meeting, as follows:

Proposal No. 1: Election of Directors.

• “FOR” the election of each of Hannah Cho and Lance D’Ambrosio, to serve as Class II directors on our Board for terms expiring at the 2026 Annual General Meeting of stockholders (see Proposal No. 1);

Proposal No. 2: Ratification of Auditor Appointment.

• “FOR” ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (see Proposal No. 2);

Proposal No. 3: “Say-On-Pay”.

• “FOR” advisory approval of the compensation of our named executive officers as set forth in this Proxy Statement (see Proposal No. 3); and

Proposal No. 4: Approval of the Fourth Amendment to the 2019 Riot Blockchain, Inc. Equity Incentive Plan.

• “FOR” approval of the Fourth Amendment to the 2019 Equity Plan, to increase the number of shares reserved for issuance thereunder by 4,000,000 shares (see Proposal No. 4).

If any other matter is presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card. At the time this Proxy Statement was printed, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this Proxy Statement.

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What is a quorum?

A quorum is the minimum number of shares that must be present at the Annual Meeting to properly hold an annual meeting and conduct business under our Bylaws and Nevada law. The attendance, virtually or by proxy, of holders of not less than one-third of the total shares outstanding as of the Record Date will constitute a quorum for conducting business at the Annual Meeting. Therefore, based on 173,358,084 shares outstanding as of market close on April 28, 2023, the presence of 57,786,028 shares, whether represented by their holder virtually or by proxy, will constitute a quorum for purposes of the Annual Meeting. If you grant your proxy and do not revoke it prior to the Annual Meeting, your shares will be counted for purposes of determining whether a quorum is present. Shares present and voting at the Annual Meeting, as well as shares subject to proxies marked “Withhold” or “Abstain”, broker non-votes, properly submitted proxies without stockholder instructions with respect to one or more proposals, and unvoted shares held by stockholders attending the Annual Meeting (i.e., abstentions) will be treated as shares that are present for purposes of determining whether a quorum has been met.

What happens if a quorum is not reached?

If a quorum cannot be reached, either the Chairman of the Board or, the stockholders, by a vote of the holders of a majority of votes present virtually or represented by proxy (which may be voted by the proxy holders), may, without further notice to any stockholder (unless a new Record Date is set), adjourn the Annual Meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.

Householding of Annual Disclosure Documents.

The SEC has adopted a rule concerning the delivery of annual disclosure documents to households with more than one stockholder. The rule permits the Company or brokers holding Company shares on your behalf to send a single set of our Annual Report and Proxy Statement to any household at which two or more of our stockholders reside, if the stockholders appear to be members of the same family. Each stockholder will continue to receive a separate proxy card or voting instruction card. This procedure is referred to as “householding” and benefits both stockholders and the Company. Householding reduces the volume of duplicate information received by stockholders and helps to reduce our expenses. This rule applies to our Annual Reports, Proxy Statements and any information statements. Once stockholders receive notice that communications to their addresses will be “householded”, the practice will continue until stockholders are notified otherwise or until they revoke their consent to the practice.

If at any time a stockholder no longer wishes to participate in householding and would prefer to receive separate sets of our annual disclosure documents or Proxy Statement, they may revoke their consent for future mailings by contacting our proxy advisors and virtual webcast hosts for the Annual Meeting, Broadridge Financial Solutions, Inc., via:

• Telephone at: 1-866-540-7095; or

• Mail to: Broadridge Householding Department, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Similarly, if an address is shared with another stockholder and, together, both stockholders would like to receive only a single set of our annual disclosure documents, the stockholders should follow the instructions above.

Who is paying for this proxy solicitation?

The Company will bear the cost of the solicitation of proxies; however, we will not pay our directors, officers and employees any additional compensation for soliciting proxies in person, by telephone or by other means. We may reimburse brokerage firms, banks and other agents for reasonable out-of-pocket expenses for forwarding proxy materials to beneficial owners. We have engaged Okapi Partners, a proxy solicitation firm to assist us in soliciting proxies in connection with the Annual Meeting for an engagement fee of approximately $15,000, plus reimbursement of reasonable out-of-pocket expenses. Other proxy solicitation expenses that we will pay include those for preparing, mailing, returning, and tabulating the proxies. Okapi Partners may be contacted via the methods below:

• Banks and Brokerage Firms, Please Call: (212) 297-0720

• Stockholders and All Others Call Toll-Free: (855) 305-0857

• E-mail: info@okapipartners.com

Where can I find the voting results of the Annual Meeting?

We expect to announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If

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final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

When are stockholder proposals due for next year’s annual general meeting?

All stockholder proposals, including stockholder proposals for candidates for nomination for election to the Board, should be submitted in accordance with applicable SEC rules and regulations, Nevada law, and the Company’s procedures for stockholder proposals, as described herein and under the heading “Communications with the Board” on page 17 of this Proxy Statement. Stockholder proposals should be submitted to our Corporate Secretary by mail to the following address:

Riot Platforms, Inc.

3855 Ambrosia Street

Suite 301

Castle Rock, CO 80109

Attention: Corporate Secretary.

Stockholder proposals intended to be presented at, and included in the definitive proxy statement for, the 2024 Annual General Meeting of Stockholders (the “2024 Annual Meeting”) must be delivered to our Corporate Secretary on or before the close of business on January 2, 2024, to be considered timely pursuant to SEC Rule 14a-8 and our Bylaws. Stockholder proposals intended to be presented at the 2024 Annual Meeting outside of the SEC Rule 14a-8 process must be delivered to our Corporate Secretary at the above address no sooner than February 16, 2024, and no later than March 18, 2024, to be considered timely.

If the date of our 2024 Annual Meeting has been changed by more than thirty (30) days before or more than thirty (30) days after the first anniversary of this year’s Annual Meeting, to be timely notice by the stockholder must be delivered to our Corporate Secretary not earlier than the close of business on the ninetieth (90) day prior to the scheduled date of the 2024 Annual Meeting and not later than the close of business on the later of the sixtieth (60th) day prior the scheduled date of the 2024 Annual Meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by the Corporation.

Stockholders may nominate candidates for the Board by the same deadlines as stockholder proposals for business to come before the 2024 Annual Meeting. Each notice of business or nomination must set forth the information required by our Bylaws. Any such proposals, including stockholder proposals for candidates for nomination for election to the Board, must be submitted in accordance with applicable SEC rules and regulations, and follow the Company’s procedures in its Bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by SEC Rule 14a-19 and provide reasonable evidence of such compliance, upon request. Submitting a notice does not ensure that the proposal will be raised at the 2024 Annual Meeting. We will not permit stockholder proposals or nominations that do not comply with the foregoing notice requirement to be brought before the 2024 Annual Meeting.

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PROPOSAL NO. 1

 

ELECTION OF DIRECTORS

Our business operates under the direction of the Board, three of whom are independent. Pursuant to our Bylaws, our Board is divided into three approximately equal in size classes, with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The Governance and Nominating Committee (“Governance Committee”) and the Board have unanimously fixed the size of the Board at five directors, with one director designated as a Class I director, two directors designated as Class II directors, and two directors designated as Class III directors. The Class II director seats on the Board are up for election annual this Annual Meeting, Class III director seats are up for election at the 2024 annual stockholders’ meeting, and Class I director seats are next up for election at the 2025 annual stockholders’ meeting.

The Governance Committee and the Board have unanimously nominated and hereby recommend to the stockholders for their approval at the Annual Meeting the following director nominees for election to the Board:

Director Nominees

Name	Age	Director since	Independent	Committees
Hannah Cho	45	2021	X	Chair, Compensation and Human Resources Committee; Member of (a) Audit Committee, and (b) Governance and Nominating Committee
Lance D’Ambrosio	65	2021	X	Chair, Audit Committee; Member of (a) Compensation and Human Resources Committee, and (b) Governance and Nominating Committee

Information relating to the nominees for election as director and for each continuing director, including period of service as a director of the Company, principal occupation, skill, experience and other biographical material, is shown later in this Proxy Statement.

Ms. Cho and Mr. D’Ambrosio have consented to stand for election as Class II directors; and we have no reason to believe that either is unable or will decline to serve as a director if elected. Although the Company knows of no reason why Ms. Cho or Mr. D’Ambrosio could not serve as a director, if either is unable to serve or is unwilling to serve, the accompanying proxy will be voted for a substitute nominee. Each director nominee, if elected, will serve until the expiration of their term and until a successor is named and qualified, or until their earlier resignation, death or removal.

As provided by our Bylaws, should a director die, resign or otherwise be removed from office prior to the expiration of his or her term of office, the remaining directors may appoint an interim director to fill the resulting vacancy on the Board until a successor is duly qualified and elected by the stockholders following the expiration of the term of office.

Vote Required

Pursuant to our Bylaws, the Company uses a plurality of votes cast by the stockholders entitled to vote for the election of directors. Plurality of the votes cast means that the number of votes cast “FOR” each nominee for director must exceed the number of votes cast “AGAINST” that director nominee. Votes that are marked “WITHHOLD” will not be included in the vote tally for the election of directors and thus will have no effect on the outcome of the vote on this proposal.

Stockholder Nominees do not have authority to vote the shares held in street name for their beneficial owner clients, without their clients’ instructions, on this proposal. As a result, any uninstructed shares held in street name by Stockholder Nominees for their beneficial owner clients will not be voted at the Annual Meeting on this Proposal No. 1, as broker non-votes. Broker non-votes and abstentions and will not affect the results of the vote on this proposal.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 1

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE AS CLASS II DIRECTORS ON THE BOARD.

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INFORMATION REGARDING DIRECTORS

The information set forth in the following table is current as of the date of this Proxy Statement, of the individuals who currently serve as directors on the Board.

Name of Director	Age	Director Since	Independent	Audit Committee		Compensation and Human Resources Committee	Governance and Nominating Committee
Benjamin Yi	41	2018
Jason Les	37	2017
Hubert Marleau	79	2020	✔			✔
Hannah Cho	45	2021	✔	✔			✔
Lance D’Ambrosio	65	2021	✔			✔	✔

✔	Committee Member
	Committee Chair
	Audit Committee financial expert

Class III Directors (Terms Expiring in 2024)

Benjamin Yi, age 41, has served as a director on the Company’s Board since 2018 and as its Chair since November 2020. Effective May 24, 2021, Mr. Yi was appointed Executive Chairman of the Board, a role in which he serves as both Board chair and as an executive officer of the Company. The Board determined to appoint Mr. Yi as Executive Chairman to better allow the Company to leverage his considerable knowledge of the Company, leadership abilities, and corporate governance, executive and capital markets experience to help the Company carry out the strategic initiatives set by the Board. Mr. Yi has previously served as a member of each of the Board’s three standing committees, however, as of May 24, 2021, upon his appointment as the Company’s Executive Chairman, Mr. Yi resigned from all of his positions on Riot’s Board committees. As Executive Chairman, Mr. Yi continues to be a director, where he plays an integral role in establishing the Board’s strategic vision for the Company and, except when the Company’s bylaws, the Nasdaq Rules, the rules and regulations of the SEC, or Nevada law require him to abstain from the meeting, serve as Board chair.

Mr. Yi brings significant corporate governance experience to Riot’s Board, having served as an independent director and committee chair of several private and public companies. Prior to joining Riot’s Board in 2018, Mr. Yi served as an Independent Director and Chair of the Corporate Governance and Remuneration Committee of PetroMaroc Corporation, plc (formerly TSX-V: PMA), a Toronto-based energy company, from December 2013 to December 2016; as a member of the Board of Managers and Audit Committee of Android Industries, LLC, a privately held Michigan-based assembler of complex modules for the automotive industry, from January 2014 to September 2016; and as an Independent Director, member, and occasional Chair of the Audit Committee of Woulfe Mining Corp. (formerly TSX-V: WOF), a Vancouver-based mining company, from October 2013 to its acquisition in September 2015.

Prior to his appointment as our Executive Chairman, Mr. Yi headed the capital markets and corporate development efforts at IOU Financial Inc. (TSX-V: IOU; OTCMKTS: IOUFF), a Montreal-based fintech-enabled lender to small businesses across North America. Previously, Mr. Yi worked directly under the late Ned Goodman, a renowned Canadian financier, investor, and founder of Dundee Corporation (TSE: DC.A; OCTMKTS: DDEJF), a Toronto-based conglomerated primarily focused on the natural resources sectors. At Dundee Corporation, he worked in a corporate development and investment capacity, investing throughout the capital structure of companies involved in the natural resource extraction, energy technology, real estate, and automotive sectors. Prior to Dundee Corporation, Mr. Yi was a securities analyst at the predecessor to 1832 Asset Management L.P., where he covered energy and special situations investments as part of a team managing one of North America’s largest natural resources-focused investment funds. Mr. Yi holds a Master of Finance degree from the University of Toronto Rotman School of Management and a Bachelor of Commerce degree from Trinity College in University of Toronto.

Expertise: Mr. Yi brings almost two decades of unique capital markets experience to the Company, and a particular expertise in fintech, specialty finance, and investing throughout a company’s capital structure. Mr. Yi leverages his

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expertise in capital markets and corporate development as a Board member to help shape Board discussions and strategic policymaking decisions as it seeks to continue to establish, oversee and improve Company policies designed to drive the growth of the Company and protect stockholder interests. In addition, his service on other private and public company boards brings valuable experience to our Board.

Jason Les, age 37, has served as a director on the Company’s Board since November 2017 and, effective February 8, 2021, was appointed to serve as the Company’s Chief Executive Officer. Prior to his appointment as our Chief Executive Officer, Mr. Les served as a member of the Board, where he served on each of the Board’s three standing committees and as chair of the Compensation Committee.

Mr. Les is the driving force behind the Company’s mission to become one of the most relevant and significant companies supporting the Bitcoin network. He has been deeply involved with Bitcoin since 2013, with significant experience in cryptocurrency mining, as an engineer studying protocol development, and contributing to open-source projects. He was also a founding partner of Binary Digital, a software-development company where he led the engineering team and coordinated project development for artificial intelligence, reverse engineering, and inter-software compatibility projects. Additionally, his background includes over a decade of unique experience as a former professional heads-up poker player, during which he has successfully competed in high-stakes games online, in addition to the most prestigious, high-stakes tournaments in the world. In 2015 and 2017, he was selected as a human benchmark for testing the world’s best poker artificial intelligence in what was dubbed “Man vs Machine” at Carnegie Mellon University. Mr. Les holds a Bachelor of Science in Information & Computer Science degree from U.C. Irvine.

Expertise: Mr. Les possesses extensive knowledge of the Company, gained through his service as its Chief Executive Officer and, before that, as a director on the Board, and because he has been an active participant in the cryptocurrency industry since 2013. Mr. Les brings technical expertise regarding Bitcoin mining and protocol development, as well as his astute understanding of the overall Bitcoin industry and his commitment to educating the public about Bitcoin and Bitcoin mining, to Board discussions and strategic policymaking decisions that help the Board establish, oversee and improve Company policies designed to drive growth of the Company and protect stockholder interests.

Nominees for Class II Directors (Terms Expiring in 2026)

Hannah Cho, age 45, has served as a director on the Company’s Board, and as a member of each of its three standing committees, since February 2021. Ms. Cho currently serves as chair of the Compensation Committee. The Board has affirmatively determined that Ms. Cho meets the director independence standards of the Nasdaq Rules and the SEC, including the enhanced standards required for members of the Audit Committee and the Compensation Committee.

Ms. Cho is a veteran marketing and communications professional with a career of over fifteen years in the enterprise technology industry. She brings significant executive leadership experience in the enterprise technology brand marketing, product and corporate communications fields, which she gained at leading technology companies including Anaplan, CA Technologies, Intel Corporation, and Cisco Systems. She has leveraged her experience to assist global, multinational organizations across all stages of the business life-cycle, from growth and expansion, to rebranding efforts, to M&A, IPO and divestiture.

Currently, Ms. Cho is Vice President, Marketing Communications at BMC Software, a portfolio company of KKR which offers software and services to support cloud computing, IT service management, automation, IT operations, and the mainframe for digital transformation. Prior to BMC Software, she was Senior Vice President, Technology Communications at Edelman, a Chicago-based global public relations and marketing consultancy firm. She holds a BA Honours in Criminology degree from Carleton University.

Expertise: Ms. Cho brings extensive experience in the enterprise technology industry, and significant knowledge and expertise in the marketing and communications aspects of the enterprise technology space to establish policies and strategies assisting the Company in navigating its public discourse regarding the Bitcoin mining industry. Ms. Cho leverages her executive leadership experience, as well as her marketing and communications expertise in the enterprise technology space during Board discussions and strategic policymaking decisions to assist the Board as it seeks to continue to establish, oversee and improve Company policies designed to drive the growth of the Company and protect stockholder interests.

Lance D’Ambrosio, 65, has served as a director on the Company’s Board, including as a member of each of its three standing committees, since May 2021. Mr. D’Ambrosio currently serves as the chair of the Audit Committee.

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The Board has affirmatively determined that Mr. D’Ambrosio meets the director independence standards of the Nasdaq Rules and the SEC, including the enhanced standards required for members of the Audit Committee and the Compensation Committee. Further, based on his experience and financial expertise described below, the Board has determined that Mr. D’Ambrosio qualifies as an “audit committee financial expert” (as that term is defined in Item 407(d) of Regulation S-K) and has designated him as one of two audit committee financial experts presently serving on the Audit Committee.

Mr. D’Ambrosio has over thirty years’ experience as a corporate officer and director, including in corporate governance, capital raising, financial analysis, mergers and acquisitions, and complex international structuring. Mr. D’Ambrosio currently serves as the Managing Partner of 4 D Investments, a company which focuses on technology and real estate investments. Prior to 4 D Investments, Mr. D’Ambrosio served as the chief executive officer and chairman of the board of directors of Crystal Peak Minerals, a Canadian public company focused on precious metals mining, from 2010 to 2018.

As a corporate executive, Mr. D’Ambrosio has founded and grown numerous companies spanning several industries including the telecommunications, materials, and automotive sectors. Over the course of his career, he has led capital raising efforts totaling hundreds of millions of dollars, executed on over thirty corporate acquisitions, successfully taken a number of companies public on both U.S. and international exchanges, and successfully sold several businesses to larger market participants, including Sprint Telecommunications and Comsat International, a subsidiary of Lockheed Martin.

He also has significant experience as an entrepreneur, having founded several companies spanning a broad spectrum of industries, including the telecommunications, materials, and automotive sectors. Mr. D’Ambrosio has been recognized as a recipient of the Ernst & Young and Merrill Lynch Entrepreneur of the Year Award in the category of e-Software & Services and holds Bachelor of Science in Marketing and Bachelor of Science in Management degrees from the University of Utah, where he graduated in 1979 as a member of the Dean’s Honor List.

Expertise: Mr. D’Ambrosio brings his extensive experience as a corporate executive, entrepreneur, and director to our Board. He is able to leverage his substantial corporate governance and finance experience during Board discussions and strategic policymaking decisions to help the Board establish, oversee and improve Company policies designed to drive growth of the Company and protect stockholder interests.

Class I Director (Term Expiring in 2025)

Hubert Marleau, age 79, has served on our Board since November 2020 and currently serves as the Board’s Lead Independent Director and Chair of the Board’s Governance Committee. As the Board’s Lead Independent Director, Mr. Marleau chairs those Board meetings from which our Executive Chairman, Mr. Benjamin Yi, is required to abstain from the meeting under the Company’s bylaws, the applicable rules and regulations of the Nasdaq Rules, the rules and regulations of the SEC, or Nevada law, as applicable. The Board has affirmatively determined that Mr. Marleau meets the director independence standards of the Nasdaq Rules and the SEC, including the enhanced standards required for members of the Audit Committee and the Compensation Committee. Further, based on his experience and financial expertise described below, the Board has determined that Mr. Marleau qualifies as an “audit committee financial expert” (as that term is defined in Item 407(d) of Regulation S-K) and has designated him as one of two audit committee financial experts presently serving on the Audit Committee.

Mr. Marleau is a veteran capital markets professional, corporate director, and Chair of the Marleau Lecture Series on Economic and Monetary Policy at the University of Ottawa. Mr. Marleau’s broad areas of expertise include macroeconomic policy & analysis, corporate governance, financial analysis, and investment banking, having served on the board of directors for more than fifty U.S. and Canadian publicly traded companies throughout his career.

Presently, Mr. Marleau serves as a member of the board of directors of Niocan, Inc. (TSX-V: NIO; OCTMKTS: NIOCF), a Montreal, Canada-based metals and minerals mining company, and of Premier Health of America Inc. (TSX-V: PHA), a Blainville, Québec-based specialized healthcare staffing and outsourcing services company, where he serves as president of its audit committee.

Mr. Marleau also has extensive capital markets experience, having raised funds privately and publicly for hundreds of emerging and mature companies, structured numerous mergers and acquisitions, and acted as the driving force behind numerous transactions throughout his career. Currently, he serves as Chief Economist at Palos Management, a Montreal, Canada-based boutique investment management firm he co-founded. In addition to a career in the capital markets that has spanned over five decades, Mr. Marleau has previously served as a Governor of the Toronto,

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Montreal and Vancouver stock exchanges, as a Director of the Listing Committee for the Toronto Stock Exchange, and as Director of the Investment Dealers Association of Canada (now known as IIROC). Mr. Marleau holds an Honours Bachelor of Social Sciences in Economics degree from the University of Ottawa.

Expertise: Mr. Marleau has extensive corporate governance and public company board experience, and he brings over five decades of dedicated financial markets and economics experience to the Board. He brings his extensive experience and expertise to Board discussions and policymaking decisions, helping to assist the Board shape its strategic vision for the Company and as it seeks to continue to establish, oversee and improve Company policies designed to drive the growth of the Company and protect stockholder interests.

Familial Relationships and Adverse Proceedings

There are no familial relationships between any of the director nominees and our directors or our executive officers, or between any of our directors and our executive officers, nor are any of our directors, director nominees or executive officers party to any legal proceedings adverse to us.

Board Experience and Diversity

Our Board values experience and diversity in selecting nominees to serve on our Board. Our Governance Committee considers our Board membership criteria when selecting a pool of nominees, including diversity of viewpoints, background, experience and personal characteristics, including age, gender and racial and ethnic minority status. However, nomination of a candidate is not based solely on these factors.

In accordance with Nasdaq’s board diversity listing standards, we are disclosing aggregated statistical information about our Board’s self-identified gender, racial and other characteristics as voluntarily confirmed to us by each of our directors. The matrix below summarizes certain of the key experiences, qualifications, skills, and attributes that our directors bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our directors’ qualifications and is not a complete list of each director nominees’ strengths or contributions to the Board. Additional details on each director nominee’s experiences, qualifications, skills, and attributes are set forth in their biographies above.

Director Skills and Demographic Matrix as of May 1, 2023

Skills and Experience	Yi	Les	Marleau	Cho	D'Ambrosio
Industry and Technology	X	X		X
Executive Leadership	X	X	X	X	X
Growth and Emerging Technologies	X	X		X
Global Business	X		X	X	X
Financial and Accounting	X		X	X	X
Service, Operations and Manufacturing					X
Strategy and Innovation	X	X	X	X	X
Communication and Marketing				X
Cryptocurrency	X	X			X
Corporate Governance	X	X	X		X
Demographics
Age	41	37	79	45	65
Gender Identity	M	M	M	F	M
Asian	X			X
White		X	X		X

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CORPORATE GOVERNANCE

Corporate Governance Guidelines, Code of Ethics and Business Conduct, and Committee Charters

Our Corporate Governance Guidelines, together with our Board committee charters, provide the framework for the corporate governance of the Company. This promotes the interests of our stockholders and strengthens our Board and management accountability. Below is a summary of our Corporate Governance Guidelines and Board Committee Charters.

Our Code of Ethics and Business Conduct (the “Code of Ethics”) applies to our employees, directors, officers, contractors, consultants, and persons performing similar functions (“Covered Persons”). This includes our Principal Executive Officer and our Principal Financial Officer. We require that they avoid conflicts of interest, comply with applicable laws, protect our assets, and conduct business in an ethical and responsible manner and in accordance with the Code of Ethics. The Code of Ethics prohibits employees from taking unfair advantage of our business partners, competitors, and employees through manipulation, concealment, misuse of confidential or privileged information, misrepresentation of material facts, or any other practice of unfair dealing or improper use of information. The Code of Ethics requires employees to comply with all applicable laws, rules, and regulations wherever in the world we conduct business. This includes applicable laws on privacy and data protection, anti-corruption and anti-bribery, and trade sanctions.

If we make substantive amendments to the Code of Ethics, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our named executive officers, directors, financial professionals, and persons performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a report filed with the SEC on Form 8-K.

We provide our Corporate Governance Guidelines, as well as the charters of each of our Board committees and our Code of Ethics on our website at https://www.riotplatforms.com/investors/corporate-governance. Information contained on or accessible via our website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.

Board’s Role in Corporate Governance Matters

The Board oversees the management of the business and affairs of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the stockholders. Our Board has been focused on, and committed to, responsible and effective corporate governance. Our Board members conduct candid and constructive discussions and deliberations among themselves and with management and outside advisors regarding the strategic vision of the Company and in fulfilment of their oversight role with respect to the Company’s executive officers.

Further, our Board operates with a robust committee structure consisting of the Board’s three standing committees, Audit, Compensation and Human Resources, and Governance and Nominating, each of which fulfill various aspects of the Board’s overall oversight and strategic roles. Each committee elects a chair from among its members to oversee and set the agendas for the committee’s meetings. As part of the Board’s role in overseeing the governance and structure of our business, the Board oversees the Company’s executive officers, including overseeing the partitioning of the various executive officers’ roles and responsibilities within the Company.

Our Board has adopted Corporate Governance Guidelines based on the best practices in our industry and the Board continues to review and adapt them over time. Our Governance Committee is responsible for overseeing our Corporate Governance Guidelines, reporting and making recommendations to our Board concerning corporate governance matters. Our Board regularly reviews our Corporate Governance Guidelines and updates them periodically in response to changing regulatory requirements and evolving governance practices. Our Corporate Governance Guidelines, Articles of Incorporation and Bylaws address various governance matters including, but not limited to, the following:

• Rules regarding the role and responsibilities of the Board and of each individual director, including director compensation, orientation, and continuing education standards;

• Rules regarding Board composition, including selecting the Chair of the Board and establishing the Board’s committees and their membership, as well as establishing and overseeing membership criteria and director independence;

• Rules regarding the submission of director nominees for election by our stockholders;

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• Rules regarding the voting standard for the election of directors;

• Rules regarding Board meetings, including the calling of meetings and establishing their schedules and agenda;

• Rules regarding the conduct of executive sessions of independent directors and the situations requiring such executive sessions to be held;

• Rules regarding the Board’s access to management;

• Establishing the procedures for management succession planning;

• Named executive officer performance evaluation and compensation;

• Rules establishing and overseeing stock ownership guidelines for directors, executive officers and employees;

• Rules regarding restrictions on transactions in our securities by our directors, executive officers, and other persons in possession of material non-public information, including restrictions on hedging and pledging transactions, as well as on transactions involving margin accounts; and

• Board and committee self-evaluations to assess the effectiveness of the Board and its committees at fulfilling their various mandates.

A copy of our Corporate Governance Guidelines is available online at https://www.riotplatforms.com/investors/corporate-governance.

Board Orientation and Continuing Education

Each member of our Board is required to participate in board orientation programs which are designed to familiarize new Board members with the Company’s business, strategies, and policies which provides new Board members assistance in developing Company and industry knowledge to optimize their service on the Board. The Governance Committee and management are responsible for maintaining the director orientation programs as well as director continuing education programs. The Board continuing education programs assist in maintaining and enhancing skills necessary to perform Board responsibilities. Continuing education programs may include internally developed programs, programs presented by third parties, and financial and administrative support to attend qualifying academic or other independent programs.

Board Leadership Structure

Our Bylaws provide that the Board is responsible for setting the size of the Board and for nominating individuals to stand for election to the Board by our stockholders. The Board has set the number of directors at five and is currently comprised of three non-employee independent directors and two executive directors who serve as part of our executive management team.

Our Bylaws also provide for a classified board, comprised of three approximately equal-in-size classes of directors (Class I, Class II, and Class III), with one of the three classes of directors standing for election at each annual general meeting of stockholders. At this time, the Board believes that the classified board structure is in the best interest of the Company. The classified board structure and corresponding terms will ensure that at any given time the majority of the directors will have deep knowledge of the Company and a firm understanding of its goals, and it allows for continuity and stability of the Board, promoting the balance of long-term and short-term interests of the Company and its stockholders. The structure also safeguards the Company from third-party takeover attempts, as it will require a longer period to change majority control of the Board. A classified board remains accountable to the Company’s stockholders as directors continue to have a fiduciary responsibility to the stockholders.

Director Independence

Our common stock is listed on Nasdaq. Under the Nasdaq Rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Our Bylaws further provide that the Board may establish committees from time to time as it deems necessary or expedient, and that at least three directors serving on the Board must be “independent directors” within the meaning of the Nasdaq Rules and applicable SEC rules and regulations.

The definition of “independent director” included in the Nasdaq Rules includes a series of objective tests, such as whether the director is not an employee of the Company, has not engaged in various types of specified business

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dealings with the Company, and does not have an affiliation with an organization that has had specified business dealings with the Company. Consistent with the Company’s Corporate Governance Principles, the Board’s determination of independence is made in accordance with the Nasdaq Rules and the applicable SEC rules. Even though the Governance Committee and the Board have determined that each of the nominated directors are “independent” according to the objective tests included in the Nasdaq Rules, the Board, as required by the Nasdaq Rules, has also made a subjective determination with respect to each director that such director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and therefore meets the standards of independence required of “independent” directors under the Nasdaq Rules.

Currently, the Board has established three standing committees, the Audit Committee, the Governance Committee, and the Compensation Committee.

Upon the recommendation of the Governance Committee, our Board undertook a review of its composition, the composition of its committees, and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that each of our three (3) non-employee directors, Hannah Cho, Lance D’Ambrosio, and Hubert Marleau, representing a majority of our current directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq Rules and the applicable SEC rules.

Additionally, the Board has affirmatively determined that each of the three members of its three standing committees, Ms. Hannah Cho, Mr. Hubert Marleau, and Mr. Lance D’Ambrosio, are each deemed “independent” (as that term is defined under the applicable rules and regulations of the SEC and the Nasdaq Rules, including the additional Audit Committee member and Compensation Committee member independence standards set forth in the Nasdaq continued listing standards).

Board Leadership

Our Board recognizes that it is important to determine an optimal board leadership structure to ensure independent oversight of management as we continue to grow. Accordingly, we separate the roles of Chief Executive Officer and Executive Chairman of our Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Executive Chairman provides guidance to the Chief Executive Officer and presides over meetings of our full Board.

Our Lead Independent Director fills the Executive Chairman’s role under the circumstances outlined herein. Our Lead Independent Director is responsible for overseeing the conduct of meetings where our Bylaws, Nasdaq Rules, applicable SEC rules and regulations, or Nevada law require our Executive Chairman to be absent. During such meetings, our Lead Independent Director has broad authority and oversight over the affairs of the Board. The Board believes its actions in adapting its leadership structure in response to the changes in its leadership and the challenges faced by the Company are evidence of its proactive commitment to strong corporate governance and appropriate independent director oversight of management. We believe this separation of responsibilities provides a balanced approach to overseeing us and managing our Board.

Our Board’s leadership is currently comprised of our Executive Chairman, Benjamin Yi, and a Lead Independent Director, Hubert Marleau. Following the appointment of Benjamin Yi as our Executive Chairman in May 2021, the Board appointed Hubert Marleau to serve as the Lead Independent Director, having considered his strong leadership, independent presence and financial and business expertise on the Board. Mr. Marleau, together with Mr. Yi and our Chief Executive Officer, Jason Les (who also serves as an executive director on our Board), comprise our senior Board leadership, which the Board believes is appropriate to provide the most effective leadership structure for the Company, which operates in a highly competitive and rapidly changing technology industry.

The Executive Chairman oversees and sets the agendas for the meetings of the Board, and the Lead Independent Director fills the Executive Chairman’s role under the circumstances outlined below. As Lead Independent Director for the Board, Mr. Marleau is responsible for overseeing the conduct of meetings where our Bylaws, Nasdaq Rules, applicable SEC rules and regulations, or Nevada law require our Executive Chairman, Mr. Yi, to be absent. During such meetings, Mr. Marleau has broad authority and oversight over the affairs of the Board. The Board believes its

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actions in adapting its leadership structure in response to the changes in its leadership and the challenges faced by the Company are evidence of its proactive commitment to strong corporate governance and appropriate independent director oversight of management.

Board’s Role in Risk Oversight

Our Board plays an active role, as a whole and also at the committee level, in risk oversight of the Company. The Board does not have a formal risk management committee, but rather administers this oversight function through its three standing committees, the Audit Committee, the Governance Committee, and the Compensation Committee. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through discussions from committee members about such risks.

Our Board believes the following are certain key factors providing it appropriate opportunities for oversight, discussion and evaluation of Riot’s decisions and direction: (i) director independence, experience and knowledge; (ii) the ability of independent directors to participate in the agenda-setting process for our Board and committee meetings; (iii) the conduct of regularly scheduled executive sessions of independent directors; and (iv) our directors’ access to management.

The Board’s three standing committees play a key role in fulfilling the Board’s risk oversight function. Below is a brief description of the roles and activities of the Board’s standing committees in fulfilling this function. A more complete description of each of the committees can be found beginning on page 18 below.

The Audit Committee periodically reviews overall enterprise risk management, in addition to maintaining responsibility for oversight of financial reporting-related risks, including those related to the Company’s accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of the Company’s Code of Ethics and Business Conduct.

The Governance and Nominating Committee oversees corporate governance risks and oversees and advises the Board with respect to the Company’s policies and practices regarding significant issues of corporate responsibility.

The Compensation and Human Resources Committee oversees the Company’s compensation practices, including establishing and overseeing performance-oriented incentives to attract and retain highly qualified personnel for positions of substantial responsibility with the Company, evaluating and making recommendations to the Board with respect to incentive-compensation plans and equity-based plans, evaluating risks associated with the Company’s compensation policies and programs, and evaluating the adequacy of its current executive compensation and benefit plan, policies and programs. The Committee also oversees the Company’s personnel development and training, its human resources practices, including oversight of its management succession planning, and the maintenance of the Company’s corporate culture.

Director Attendance at Board, Committee, and Other Meetings

Our Board and its three standing committees meet throughout the year on a set schedule and also hold special meetings and may act by written consent from time to time as appropriate. Directors are expected to attend regular Board meetings and meetings of the committees on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting. In 2022, the Board held 28 regular meetings and took additional actions by unanimous written consent, as permitted by our Bylaws and Nevada law. Each director attended 100% of the regular and special meetings of the Board and of the committees on which he or she served that were held during his or her term of office. All directors then-serving attended last year’s annual general meeting of stockholders, and, to the Company’s knowledge, all our current directors will attend this year’s Annual Meeting.

In addition to formal meetings of the Board and its three standing committees, directors meet and confer on an informal basis throughout the year. While no formal business is decided at these informal meetings, the Board believes participating in them better enables its members to carry out the Board’s oversight functions and to more rapidly respond to emerging opportunities and challenges facing the Company as they arise.

The Board also holds executive sessions of its members qualified as “independent directors” within the meaning of the Nasdaq Rules and applicable SEC rules and regulations in connection with regularly scheduled Board meetings and at such other times as they deem appropriate. Executive sessions of independent directors are provided for in the agenda for each regularly scheduled Board meeting. Each of the independent directors attended 100% of the regular and special executive sessions that were held during his or her term of office.

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An important part of the executive sessions of independent directors of our Board and its three standing committees is the discussion of results from the annual self-evaluations undertaken by our Board and its standing committees, the design of which is for continuous improvement in performance and effectiveness. Our Governance Committee facilitates our Board’s annual self-evaluation.

Communications With the Board

Should stockholders wish to communicate with the Board, correspondence may be sent to the Board of Directors at: Riot Platforms, Inc., 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109, Attention: Board of Directors, and specifically request that a copy of the letter be distributed to a particular Board member or to all Board members. Where no such specific request is made, the letter will be distributed to all Board members if material, in the judgment of the Chief Executive Officer, to matters on the Board’s agenda.

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COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has three standing committees: (i) the Audit Committee, (ii) the Governance Committee, and (iii) the Compensation Committee. Each of these three standing committees is comprised solely of and chaired by non-employee independent directors, each of whom the Board has affirmatively determined is independent pursuant to the Nasdaq Rules and applicable SEC regulations. Each of the committees operates pursuant to its charter. The committees regularly report their activities and actions to our full Board, generally at the next Board meeting following a committee meeting. The committee charters are reviewed annually by the Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Governance Committee proposes revisions to the charters. The responsibilities of each committee are described in more detail below. The charter of each of our Audit Committee, Governance Committee, and Compensation Committee complies with applicable Nasdaq Rules, SEC regulations and provisions of Nevada corporate law.

Copies of each of the charters for the three standing committees are available at https://www.riotplatforms.com/ investors/corporate-governance, by following the link for each of the Audit Committee, the Governance Committee, and the Compensation Committee, and are also available to stockholders free of charge upon written request to our Corporate Secretary at Riot Platforms, Inc., Attention: Corporate Secretary, 3855 Ambrosia Street, Suite 301, Castle Rock, Colorado 80109. The principal functions of each of the three standing committees are summarized below.

Audit Committee

The Company’s Audit Committee currently consists of the following three independent directors: Lance D’Ambrosio, Hubert Marleau and Hannah Cho, with Mr. D’Ambrosio serving as the Audit Committee’s Chair. Our Audit Committee oversees our independent registered public accounting firm and accounting and internal control matters. Our Audit Committee also assists our Board in fulfilling its responsibilities to oversee, among other things, oversight over: the integrity of our financial statements; our compliance with relevant legal and regulatory requirements; our internal controls over financial reporting; the qualifications and independence of our independent registered public accounting firm; and the performance of our internal audit function and the audit function of our independent registered public accounting firm.

In addition to these key oversight functions, our Audit Committee is responsible for, among other matters, the following:

• Directly appointing, compensating, retaining, terminating and overseeing the work of our independent registered public accounting firm;

• Pre-approving and adopting appropriate procedures to pre-approve, all audit services, internal control-related services and non-audit services to be provided by our independent registered public accounting firm;

• Reviewing and discussing with our independent registered public accounting firm and our management (i) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the selection or application of accounting principles, (ii) the effect of regulatory and accounting initiatives or actions applicable to us, as well as off-balance sheet structures, on our financial statements, and (iii) any major issues concerning the adequacy of our internal controls and any special steps adopted in light of any material control deficiencies;

• Discussing guidelines and policies governing the process by which our management assesses and manages major risk exposures;

• Reviewing and discussing our earnings press releases with management and our independent registered public accounting firm; and

• Reviewing and discussing with our independent registered public accounting firm and our management quarterly and year-end operating results, reviewing our interim financial statements included in our Quarterly Reports on Form 10-Q, and recommending to our Board the inclusion of our annual financial statements in our Annual Reports on Form 10-K.

A more detailed description of our Audit Committee’s purposes and responsibilities is contained in its charter, which is available online at https://www.riotplatforms.com/investors/corporate-governance.

The Board has affirmatively determined in its business judgment that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules, the Sarbanes-Oxley Act

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of 2002, and the Nasdaq Rules. The Board has determined, in its business judgment, that Mr. D’Ambrosio of the Audit Committee meets the qualifications of an “audit committee financial expert,” as that term is defined under the SEC rules, and that all three members of the Audit Committee are independent of Riot.

The Audit Committee held twelve (12) meetings (including by written consent) during the fiscal year ended December 31, 2022, and two (2) meetings (including by written consent) to date in the fiscal year ending December 31, 2023, including meeting regularly with the Company’s Auditor, both privately and with representatives of the Company’s management present.

Compensation and Human Resources Committee

The Company’s Compensation Committee currently consists of the following three independent directors, each of whom the Board has determined meet the director independence requirements of the Nasdaq Rules and applicable SEC regulations for service on a public company’s compensation committee: Hannah Cho, Lance D’Ambrosio and Hubert Marleau, with Ms. Cho serving as the committee’s Chair. The Compensation Committee, among other things, is responsible for:

• Reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the Chief Executive Officer;

• Overseeing and administering the Company’s executive compensation plans, including equity-based awards;

• Negotiating and overseeing employment agreements with officers and directors;

• Overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives;

• Establishing and overseeing performance-based incentive programs to attract and retain personnel for positions of substantial responsibility with the Company;

• Overseeing the Company’s personnel development and training programs, its human resources practices, including oversight of management succession planning; and

• Overseeing maintenance of the Company’s corporate culture.

A more detailed description of our Compensation Committee’s purposes and responsibilities is contained within its charter, which is available online at https://www.riotplatforms.com/investors/corporate-governance.

When evaluating the compensation of our executive officers, the Compensation Committee evaluates factors including the executive’s responsibilities, experience, and the competitive marketplace. The Compensation Committee may also invite the senior executives and other members of management to participate in their deliberations, or to provide information to the Compensation Committee for its consideration with respect to such deliberations, except that the Executive Chairman and Chief Executive Officer may not be present for the deliberation of or the voting with respect to his or her compensation. The Executive Chairman and Chief Executive Officer may, however, be present for the deliberation of or the voting on compensation for any other person, including other executive officers, if any.

The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Compensation Committee in its sole discretion deems appropriate. Previously, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) in connection with the preparation of the Riot Platforms, Inc. 2019 Equity Plan, which was ratified and approved by the stockholders at the 2019 Annual General Meeting, the First Amendment to the Riot Blockchain, Inc. 2019 Equity Plan, which was ratified and approved by the stockholders at the 2020 Annual General Meeting, and the Second Amendment to the Riot Blockchain, Inc. 2019 Equity Plan, which was ratified and approved by stockholders at the 2021 Annual General Meeting, and the Third Amendment to the Riot Blockchain, Inc. 2019 Equity Plan, which was ratified and approved by stockholders at the 2022 Annual General Meeting. The Compensation Committee has now retained Compensia Inc. (“Compensia”) as its new compensation advisor in fiscal year 2023 with respect to the Compensation Committee’s evaluation of the Company’s compensation practices, including its equity incentive compensation planning. The Compensation Committee has instructed Compensia to provide comparative information regarding companies of similar size and in related industries as Riot and to analyze the Company’s historical and current compensation to assist the Compensation Committee with its evaluation of the Company’s compensation practices

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and future needs. The Board has affirmatively determined that each member of the Compensation Committee meets the additional independence criteria applicable to Compensation Committee members under the Nasdaq Rules and the applicable SEC rules.

The Compensation Committee held thirteen (13) meetings (including by written consent) during the fiscal year ended December 31, 2022, and two (2) meetings (including by written consent) to date in the fiscal year ending December 31, 2023.

Governance and Nominating Committee

The Company’s Governance Committee currently consists of the following independent directors, each of whom the Board has determined meet the director independence requirements of the Nasdaq Rules and applicable SEC regulations for service on a public company’s governance and nominating committee: Hubert Marleau, Lance D’Ambrosio, and Hannah Cho. Mr. Marleau serves as Chair of the Governance Committee. The Governance Committee, among other things, is responsible for:

• Reviewing and assessing the development of the executive officers, and considering and making recommendations to the Board regarding promotion and succession issues;

• Evaluating and reporting to the Board on the performance and effectiveness of the directors, committees, and the Board as a whole;

• Working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience, including diversity considerations, for the full Board and each committee;

• Annually presenting to the Board a list of individuals recommended to be nominated for election to the Board;

• Reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Guidelines and committee charters;

• Recommending to the Board individuals to be elected to fill vacancies and newly created directorships;

• Overseeing the Company’s compliance program, including the Code of Ethics and Business Conduct; and

• Overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures.

A more detailed description of our Governance Committee’s purposes and responsibilities is contained within its charter, which is available at our website at: https://www.riotplatforms.com/investors/corporategovernance.

The Board has affirmatively determined that each member of the Governance Committee meets the independence criteria applicable to governance and nominating committee members under the Nasdaq Rules and applicable SEC rules.

The Governance Committee held two (2) meetings (including by written consent) during the fiscal year ended December 31, 2022, and one (1) meeting (including by written consent) to date in the fiscal year ending December 31, 2023.

Consideration of Director Nominees

As specified in our Corporate Governance Guidelines, we seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria reflected in the Corporate Governance Guidelines. The Governance Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent

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stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees.

The Governance Committee will consider director candidates properly recommended by stockholders by providing notices of stockholder proposals in compliance with our Bylaws and applicable law. The Governance Committee’s process for considering such stockholder recommendations is no different than its process for screening and evaluating candidates suggested by directors, our management, or third parties.

Code of Ethics and Business Conduct

All Riot employees, officers and directors are required to abide by our Code of Ethics and Business Conduct (the “Code of Conduct”) to help ensure that we consistently conduct our business in an ethical and legal manner. Our Code of Conduct is an important component of our compliance program that includes compliance with all laws and corporate policies and procedures, and financial integrity that contributes to good business conduct and our belief that we should conduct all business dealings in an honest and ethical manner.

Our Governance Committee assists our Board in fulfilling its oversight responsibility as to our compliance with the Code of Conduct by reviewing and taking action regarding compliance processes, and standards and controls.

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DIRECTOR COMPENSATION

It is the Board’s practice to maintain a fair and straightforward non-employee director compensation program that is also designed to be competitive with director compensation programs of the Company’s peers. The Compensation Committee periodically reviews the type and form of compensation paid to our non-employee directors in consultation with independent compensation consultants the Committee engages from time to time and recommends, for approval by the Board, the amount and form of director compensation. In recommending changes to the Company’s director compensation package, the Compensation Committee reviews market data provided by independent compensation consultants and considers whether any changes in director compensation are required to enable the Company to retain talented Board members, who, as members of the Board, are responsible for setting the Company’s strategic vision, overseeing its growth and development, and in alignment with its stockholders’ interests.

Board members who are also our employees receive no compensation for their service as Board members. Our directors who also served as executive officers, Messrs. Yi and Les, did not receive additional compensation for their services as directors for the year ended December 31, 2022.

Director Stock Ownership Guidelines

We believe stock ownership by our non-employee directors aligns their interests with the interests of our stockholders. Accordingly, our Board has established Stock Ownership Guidelines (the “Guidelines”) for our non-employee directors who receive equity grants as part of their compensation for serving as such. Such guidelines are expressed as a multiple of each director’s annual cash retainer. It is anticipated that each director should be able to achieve these Guidelines within five (5) years of the effective date of the Guidelines, January 10, 2022, or if newly appointed to the Board, within five (5) years of joining the Board.

Equity Compensation

On September 27, 2022, the Company converted all unvested shares of restricted stock units (“RSUs”) into an equal number of restricted shares of Riot common stock (“RSAs”). Generally, on the date of each annual general meeting of stockholders, each of our non-employee directors is granted RSAs, subject to any interim adjustments authorized by the Compensation Committee and approved by the Board. The RSAs granted to non-employee directors vest in quarterly installments beginning on the first quarter following the date of grant (on the same day of the month as the date of grant) subject to continued service through each vesting date. Directors who are appointed mid-year receive a pro-rated RSA grant based on the number of months between their appointment date and the date of our next annual general meeting of stockholders.

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Director Compensation Table

The compensation paid or awarded for 2022, denominated in U.S. Dollars, to our directors, as of December 31, 2022 is set forth in the table below.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Benjamin Yi(2)	—	—	—	—
Jason Les(3)	—	—	—	—
Hubert Marleau(4)	100,000	1,012,267	—	1,112,267
Hannah Cho(5)	100,000	1,012,267	—	1,112,267
Lance D’Ambrosio(6)	100,000	1,012,267	—	1,112,267

(1)
The “Stock Awards” column reflects the aggregate grant date fair value for RSAs granted during the fiscal year ended December 31, 2022, computed in accordance with FASB ASC Topic 718. See Note 12 to our consolidated financial statements included in our 2022 Annual Report on Form 10-K for details as to the assumptions used to determine the grant date fair value of the restricted stock awards. The aggregate number of stock awards outstanding at fiscal year ended December 31, 2022 is 13,808,925, including 12,774,724 unvested shares, as reported in our 2022 Annual Report on Form 10-K.

(2)
Mr. Yi currently serves as our Executive Chairman, making him an executive officer of the Company. He received no additional compensation for his services as a director of the Board in 2022.

(3)
On February 8, 2021, Mr. Les was appointed as our Chief Executive Officer and received no additional compensation for his services as a director on the Board for 2022.

(4)
Mr. Marleau currently serves as an independent director on our Board and as Chair of its Governance Committee. Stock awards includes 12,500 shares of RSUs granted at a fair value of $20.09, as of January 10, 2022, and 111,441 shares of RSAs granted at a fair value of $6.83, as of September 27, 2022 issued under the Company’s 2019 Equity Plan pursuant to equity award agreements between Mr. Marleau and the Company as compensation for Mr. Marleau’s service as a director for the fiscal year ending December 31, 2023. Pursuant to the equity award agreement, such grants were eligible to vest in four quarterly installments convertible into shares of our common stock, on a one-for-one basis and such RSAs are eligible to vest, if at all, in four equal quarterly tranches after the grant date.

(5)
Ms. Cho currently serves as an independent director on our Board and as Chair of its Compensation Committee. Stock awards includes 12,500 RSUs granted at a fair value of $20.09, as of January 10, 2022, and 111,441 shares of RSAs granted at a fair value of $6.83, as of September 27, 2022 issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Ms. Cho and the Company as compensation for Ms. Cho’s service as a director for the fiscal year ending December 31, 2023. Pursuant to the equity award agreement, these grants were eligible to vest in four quarterly installments convertible into shares of our common stock, on a one-for-one basis and such RSAs are eligible to vest, if at all, in four equal quarterly tranches after the grant date.

(6)
Mr. D’Ambrosio currently serves as an independent director on our Board and as Chair of its Audit Committee. Stock awards includes 12,500 RSUs granted at a fair value of $20.09, as of January 10, 2022, and 111,441 shares of RSAs granted at a fair value of $6.83, as of September 27, 2022 issued under the Company’s 2019 Equity Plan pursuant to an equity award agreement between Mr. D’Ambrosio and the Company, as amended, as compensation for Mr. D’Ambrosio’s service as a director for the fiscal year ending December 31, 2023. Pursuant to the equity award agreement, these grants were eligible to vest in four quarterly installments convertible into shares of our common stock, on a one-for-one basis and such RSAs are eligible to vest, if at all, in four equal quarterly tranches after the grant date.

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PROPOSAL NO. 2

 

RATIFICATION OF AUDITOR APPOINTMENT

We are asking our stockholders to ratify the appointment by our Audit Committee of Marcum LLP, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Although our Bylaws do not require that our stockholders approve the appointment of our independent registered public accounting firm, the Audit Committee is submitting the selection of Marcum LLP to our stockholders for ratification as a matter of good corporate practice and because we value our stockholders’ views on our independent registered public accounting firm. If our stockholders vote against the ratification of Marcum LLP, the Audit Committee will consider this in its selection of auditors for the following year. Even if our stockholders ratify the appointment, the Audit Committee may choose to appoint a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the interest of our Company and our stockholders.

The Audit Committee has retained Marcum LLP as the Company’s independent registered public accounting firm, to perform the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2023, to be included on the Company’s annual report on Form 10-K for the same period. The Audit Committee previously retained Marcum LLP to serve as the Company’s independent public accounting firm and to perform such audit services for the fiscal years ended December 31, 2018, 2019, 2020, 2021 and 2022. A representative of Marcum LLP is expected to be present virtually at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions. During our two most recent fiscal years through December 31, 2022, and the subsequent interim period through May 1, 2023, neither the Company nor anyone on the Company’s behalf consulted Marcum LLP regarding either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Audit Fees

The Company’s Audit Committee current policy requires the Audit Committee’s review and pre-approval of all audit and permissible non-audit services provided by the Company’s independent auditors. These services requiring pre-approval by the Audit Committee may include audit services, audit related services, tax services and other services. All the services performed by the independent registered public accounting firm were approved by the Audit Committee and prior to performance. The Audit Committee has determined that the payments made to its independent accountants for these services are compatible with maintaining such auditors’ independence.

Aggregate fees billed or expected to be billed for professional services for the years ended December 31, 2022 and 2021 in the following categories and amounts were:

	2022	2021
Audit Fees(1)	$1,438,678	$831,025
Audit-Related Fees	—	—
Tax Fees(2)	$33,748	$55,220
All Other Fees	—	—
Total Fees	$1,472,426	$886,245

(1)
Audit fees relate to the financial statement audits, the quarterly reviews and related matters. Audit fees include services rendered by Marcum LLP, our independent registered public accounting firm, for the 2022 and 2021 audits, reviews of the interim condensed consolidated financial statements included in the Company’s Form 10-Qs during the first three quarters of 2022 and 2021, and the review of our registration statements by Marcum LLP, in 2022 and 2021, including the issuance of comfort letters.

(2)
Tax Fees include fees for services rendered for tax compliance and related matters. There were no Tax Fees incurred with or services provided by our auditor, Marcum LLP in 2022 or 2021.

Marcum LLP, as our independent registered public accounting firm (through its full-time employees) performed all work regarding the audit of our financial statements for the most recently completed fiscal year.

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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

All of the services performed in the years ended December 31, 2022 and December 31, 2021 were pre-approved by the Audit Committee. It is the Audit Committee’s policy to pre-approve all audit and permissible non-audit services to be provided to us by our independent registered public accounting firm. Our Audit Committee pre-approves these services by category and service. In addition, the Audit Committee has considered whether the provision of the non-audit services above is compatible with maintaining our independent registered public accounting firm’s independence.

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REPORT OF THE AUDIT COMMITTEE

The following Report of our Audit Committee (this “Report”) does not constitute soliciting material and this Report should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933 (the “Securities Act”), as amended, or the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, except to the extent we specifically incorporate this Report by reference therein.

The role of the Audit Committee is, among other things, to assist the Board in its oversight of the following: the integrity of Riot’s financial statements; Riot’s compliance with relevant legal and regulatory requirements; Riot’s internal controls over financial reporting; the qualifications and independence of Riot’s independent registered public accounting firm; and the performance of Riot’s internal audit functions and that of its independent registered public accounting firm.

The Board has determined that, in its business judgment, all members of the Audit Committee are independent within the meaning of the Nasdaq Rules, the Sarbanes-Oxley Act of 2002 and related rules of the SEC.

Riot’s management is responsible for the preparation, presentation and integrity of Riot’s financial statements and the effectiveness of Riot’s system of internal control over financial reporting and disclosure controls and procedures. Management is responsible for maintaining and evaluating appropriate accounting and financial reporting practices and internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations.

The Audit Committee, on behalf of the Company, engaged Marcum LLP (“Marcum”) as its independent registered public accounting firm for the years ended December 31, 2018, 2019, 2020, 2021, and 2022, as well as for the year ending December 31, 2023. Pursuant to its appointment, Marcum is responsible for auditing Riot’s consolidated financial statements and expressing an opinion as to whether such financial statements are presented fairly, in all material respects, in conformity with accounting principles generally accepted in the United States. Marcum was also responsible for auditing the effectiveness of Riot’s internal control over financial reporting for the years ended December 31, 2018, 2019, 2021 and 2022.

The Audit Committee has met and held discussions with the Company’s management and Marcum. The Audit Committee discussed with the Company’s management and Marcum the overall scope of, and plans for, their respective audits and the identification of audit risks. The Audit Committee also met with Marcum and Riot’s Chief Financial Officer (principal financial officer) and Principal Accounting Officer (principal accounting officer), with and without management present, to discuss the results of their respective examinations, the reasonableness of significant judgments, the evaluations of Riot’s internal controls over financial reporting and the overall quality of Riot’s financial reporting. Management has represented to the Audit Committee that Riot’s consolidated financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles.

In the performance of its oversight function, the Audit Committee has:

• Reviewed and discussed Riot’s internal controls over financial reporting with management and Marcum, including a review of management’s report on its assessment and for the year ended December 31, 2022, Marcum’s audit of the effectiveness of Riot’s internal controls over financial reporting and any significant deficiencies or material weaknesses identified by such audit;

• Considered, reviewed and discussed the audited financial statements with management and Marcum, including a discussion of the quality of the accounting principles, the reasonableness thereof, significant adjustments, if any, and the clarity of disclosures in the financial statements, as well as critical accounting policies and other financial accounting and reporting principles and practices;

• Discussed with Marcum the matters required to be discussed under the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees, and No. 2410, Related Parties;

• Received, reviewed and discussed the written disclosures and the letter from Marcum required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum’s communications with the Audit Committee concerning independence, and has discussed with Marcum its independence; and

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• Reviewed the services provided by Marcum other than its audit services and considered whether the provision of such other services by Marcum is compatible with maintaining its independence, discussed with Marcum its independence, and concluded that Marcum is independent from Riot and its management.

In reliance on the reports, reviews and discussions described in this Report, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in Riot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the SEC and for inclusion in the Company’s proxy materials to be provided to the Company’s stockholders in advance of its annual stockholders’ meeting for the year ending December 31, 2023. The Audit Committee also has appointed, and has requested stockholder ratification of the appointment of, Marcum as Riot’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Respectfully submitted,

The Audit Committee of Riot Platforms, Inc.

Lance D’Ambrosio, Chair

Hubert Marleau

Hannah Cho

Vote Required

The affirmative vote of a majority of the votes cast for this proposal is required to ratify the appointment of the Company’s independent registered public accounting firm. Abstentions will be counted towards the tabulation of votes cast on this proposal but will have no effect on the outcome of the vote on this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 2

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

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PROPOSAL NO. 3

 

“SAY-ON-PAY”

 

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS

Pursuant to Schedule 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, the compensation of our “named executed officers” as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to vote on our named executive officers’ compensation as a whole. The Company has disclosed the compensation of its named executive officers pursuant to rules adopted by the SEC.

We believe that our compensation policies for our named executive officers are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests of the Company’s stockholders. This advisory stockholder vote gives you, as a stockholder, the opportunity, on a purely advisory basis, to approve or not approve the compensation of our named executive officers as disclosed in this Proxy Statement by voting “FOR” or “AGAINST” the following resolution (or by choosing to “ABSTAIN” with respect to the resolution):

RESOLVED, that the stockholders of the Company hereby approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Company’s 2023 Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and other related tables and accompanying footnotes and narratives.

Because your vote is advisory, it will not be binding on either the Board or the Company. However, the Company’s Compensation Committee will take into account the outcome of the stockholder vote on this proposal at the Annual Meeting when considering future executive compensation decisions regarding named executive officers. Your non-binding advisory votes described in this Proposal No. 3 will not be construed: (1) as overruling any decision by the Board, any Board Committee or the Company relating to the compensation of the named executive officers, or (2) as creating or changing any fiduciary duties or other duties on the part of the Board, any Board Committee or the Company.

We currently hold our advisory vote to approve the compensation of our named executive officers (“Say-on-Pay vote”) annually. Stockholders have an opportunity to cast an advisory vote on the frequency of the Say-on-Pay vote at least every six years, and the next advisory vote on the frequency of the Say-on-Pay vote will be at our 2025 annual general meeting of stockholders.

Vote Required

The advisory vote to approve the compensation of our named executive officers will be approved if the majority of the votes cast on this proposal are cast “FOR” the proposal. Abstentions and broker non-votes will be counted as votes present for quorum purposes but will not be counted as either votes cast for or against this proposal. While the results of this advisory vote are non-binding, the Compensation Committee and the Board values the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in deciding whether any actions are necessary to address the concerns raised by the vote and when making future compensation decisions for named executive officers.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 3

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS STATED IN THE ABOVE NON-BINDING RESOLUTION, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis provides an overview of our executive compensation program for fiscal year 2022 and our executive compensation philosophies and objectives, as well as the compensation awarded to our fiscal year 2022 Named Executive Officers (the “NEOs”) (within the meaning of Item 402(a)(3) of Regulation S-K), who are listed below.

Named Executive Officers

During 2022, the Board unanimously appointed the following individuals as our executive officers, who each hold the office set forth opposite his or her name.

Name	Age	Principal Occupation	Executive Officer Since
Benjamin Yi	41	Executive Chairman	2021
Jason Les	37	Chief Executive Officer (Principal Executive Officer)	2021
Colin Yee	47	Chief Financial Officer (Principal Financial Officer)	2022
Jeffrey McGonegal	72	Chief Financial Officer (former)	2003
William Jackman	39	EVP, General Counsel and Corporate Secretary	2021
Chad Everett Harris	53	EVP, Chief Commercial Officer and Chief Executive Officer (Whinstone) (former)	2021

Benjamin Yi

Mr. Yi has served on our Board since 2018. He was appointed to serve as our Executive Chairman on May 24, 2021. As our Executive Chairman, Mr. Yi continues to serve as Chair of the Board as a non-independent executive director. In this role, he is directly involved in our day-to-day operations, playing a key role in setting and fulfilling the Board’s strategic aims for the Company. A more complete biography of Mr. Yi and discussion of his qualifications can be found under the section “Information Regarding Directors” beginning on page 9 of this Proxy Statement.

Jason Les

Mr. Les has served as our Chief Executive Officer (principal executive officer) (“CEO”) since February 2021 and as a member of the Board since 2017. Mr. Les continues to serve as a member of our Board as a non-independent executive director. In this role, he is responsible for overseeing the operations of the Company and for helping to establish and then execute the Board’s strategic vision. A more complete biography of Mr. Les and discussion of his qualifications can be found under the section “Information Regarding Directors” beginning on page 9 of this Proxy Statement.

Colin Yee

Mr. Yee has served as our Chief Financial Officer (principal financial officer) (“CFO”) since September 2022. He was previously our Head of Corporate and Financial Operations from April 2022 to September 2022. Prior to joining Riot, Mr. Yee founded Clear Capital Management Corporation which has been operating since September 2007. He served as the Chief Operating Financial Officer of Avebury Partners, a leading asset management firm that operates within the real estate and construction sectors, from March 2021 to March 2022. From 2016 to 2021, Mr. Yee served as the CFO for Forum Equity Partners, a large private equity firm specializing in real estate, renewable energy and infrastructure.

Mr. Yee is a Chartered Professional Accountant and holds a Bachelor of Science in Cellular Biology and a Bachelor of Commerce in Accounting from the University of Calgary.

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Jeffrey McGonegal

Effective September 27, 2022, Mr. McGonegal retired as the Chief Financial Officer (principal financial and accounting officer) of the Company which he had served as since February 2020. Mr. McGonegal has remained at the Company as a Senior Advisor since transitioning from his position as CFO. From early 2019 through February 8, 2021, Mr. McGonegal was the CEO of Riot. He served as the Company’s long time CFO until April 2018 and subsequently assisted Riot in a consulting role before assuming the role of CEO of the Company in early 2019. He served as Corporate Secretary and served as interim President in December 2004 and January 2005.

Mr. McGonegal served as an executive officer of the Company since 2003 and he brought a wealth of public company executive and financial reporting experience, including senior leadership roles working primarily with public entities by assisting them with financing, merger, and acquisition transactions, to the position of CFO of the Company. His career has spanned over forty years in senior leadership roles, working primarily with public entities (including the Company) both as an outside accountant and as chief financial and/or accounting officer, during which time he assisted these companies with financing, mergers and acquisitions, and other significant transactions. From 1974 to 1997, Mr. McGonegal was an accountant with BDO Seidman LLP (predecessor to BDO USA, LLP), where he served as Managing Partner of the Denver, Colorado office.

Mr. McGonegal holds a Bachelor of Science in Accounting degree from Florida State University.

William Jackman, Esq.

Mr. Jackman has served as Executive Vice President, General Counsel and Corporate Secretary of the Company since July 2021. As General Counsel, Mr. Jackman manages the Company’s legal affairs, drawing upon his unique business and legal acumen to support the Riot leadership team and navigates strategic decisions by developing innovative solutions.

Mr. Jackman has represented Riot since September 2018 as external counsel, prior to joining the management team in July 2021. Previously, Mr. Jackman represented S&P 500 companies as well as other public companies in the areas of securities laws, mergers and acquisitions, and power generation. Prior to joining Riot, Mr. Jackman was a Leader of Public Companies and Securities at Roger Towers, P.A., one of Florida’s oldest and most established law firms, from March 2018 to January 2022. Additionally, he was a Senior Corporate Attorney at Holland & Knight LLP, a multinational law firm, from May 2014 through August 2017. Additionally, he is a former member of several distinguished law firms including one the largest global law firms in Canada. In 2014, he served a secondment at the Ontario Securities Commission (OSC) in the Corporate Finance division.

Mr. Jackman holds dual juris doctorate law degrees from the Universities of Windsor and Detroit, as well as an MBA from Nova Southeastern, specializing in corporate finance, where he graduated among the top of his classes in each degree. Mr. Jackman is a member of the New York, Florida and Ontario Bar Associations.

Chad Everett Harris

Effective February 1, 2023, Mr. Harris ceased to serve as Riot’s Chief Commercial Officer, and resigned from all other positions with the Company and its subsidiaries. Mr. Harris joined the Company upon its acquisition, as of May 26, 2021, of its subsidiary, Whinstone US, Inc., where he served as its Chief Executive Officer (“CEO-WUS”). Mr. Harris was then appointed to serve as the Company’s Executive Vice President and Chief Commercial Officer (“CCO”) in May 2022, and he continued to serve as CEO-WUS. Prior to joining Riot, Mr. Harris was the CEO of Riot’s wholly owned subsidiary, Whinstone US, Inc., which he co-founded in 2018. Prior to his time at Whinstone, Mr. Harris was a serial entrepreneur, founding and leading several businesses in Louisiana from 1990 until 2018.

Compensation Philosophy and Objectives

Compensation Philosophy

We believe our people are the core driving force behind our long-term success. Our compensation philosophy is designed to align compensation with the Company’s business objectives and the creation of stockholder value. Accordingly, we compensate our executive officers with a mix of cash salaries, annual performance-based cash bonuses based on the executive officer’s individual performance, and time-based equity and performance-based equity awards granted under the Company’s 2019 Equity Plan. These equity awards are generally awarded as grants of RSAs that vest, in the case of RSAs subject to a service requirement, in connection with the recipient’s continuing service with the Company through the designated vesting date for the applicable award or portion of the award, and

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in the case of performance-based awards, upon the Company’s achievement of certain performance metrics, as determined by the Compensation Committee as the administrator of the Company’s 2019 Equity Plan. We believe granting our executives (and our employees more generally) equity compensation encourages them to operate like owners, linking their financial interests with the interests of our stockholders. As the Company grows, we will continue to evaluate our compensation philosophy and programs to ensure they continue to meet our objectives.

Applied Principles for Executive Compensation and Compensation Objectives

Align with Stockholder’s Interests We believe our executive officer’s interests are directly aligned with our stockholder’s interests when our compensation programs appropriately balance short-and long-term financial performance, are impacted by our stock price performance, and require meaningful long term ownership of our stock.	Be Competitive at Target Performance Level We believe our executive officer’s total compensation should be challenging, but competitive at the target performance level to increase motivation and to attract, retain, develop and reward executive officers who embody the abilities and skills to build long-term stockholder value.
Motivate Achievement of Financial Goals and Strategic Objectives We believe an effective way to incentivize our executive officers to create stockholder value is to make a significant portion of their overall compensation dependent on the achievement of our short- and long-term financial goals and strategic objectives.	Align Realized Pay with Performance We believe that performance should be appropriately rewarded, and there should be downside risk to compensation if we do not achieve our financial goals and strategic objectives.

We designed our compensation program for all employees, including our named executive officers, to support our four main compensation objectives:

• Market Competitiveness: Ensure our ability to recruit and retain the most talented people in a competitive market;

• Performance Focused: Motivate our employees to deliver the highest level of performance over the short-, medium-, and long-term by making a substantial percentage of total executive compensation variable, or “at risk”, based on individual or Company performance;

• Balanced: Design our pay for performance metrics to ensure a mix of fixed and variable, “at risk” compensation that fairly balances with our goals of attracting and retaining top talent, while motivating employees to be high-performing through an appropriate balance of short-, medium-, and long-term incentive awards; and

• Alignment with Stockholders: Align employee and stockholder interests by collectively sharing in long-term success by granting employees time-based and performance-based equity awards to motivate them to continually deliver the highest level of performance to drive the Company’s strategic objectives forward.

Our Executive Compensation Program Elements for 2022

Compensation Element	Designed to Reward	Relationship to Compensation Strategy
Base Salary	Related job experience, knowledge of the Company and our industry, and continued dedicated employment with sustained performance	Attract and retain talented executive officers through competitive pay programs
Annual Incentive Plan Cash Compensation (“AIP”)	Achievement of the Company’s annual financial and operational objectives	Motivate executive officers to achieve and exceed annual business objectives. Manage total compensation costs by aligning them with financial performance

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Compensation Element	Designed to Reward	Relationship to Compensation Strategy
Equity Compensation Time-Based Restricted Stock Awards and Performance-Based Restricted Stock Awards	Increased stockholder value through achievement of long-term strategic goals and retention of top talent to the Company	Align executive officers and stockholder interests to optimize stockholder value. Motivate executive officers to achieve and exceed long-term business objectives

Base Salary

Base salary reflects a fixed, stable portion of the overall compensation package and serves as the base amount from which other compensation elements may be determined. Executive base salaries are not subject to automatic annual adjustments and represent a relatively small percentage of total target direct compensation, particularly for executive officers with greater responsibility and ability to influence results.

Our Compensation Committee reviews executive base salary levels prior to or early in each fiscal year and whenever there is a substantial change in an executive’s responsibilities or in market conditions. In addition to competitive considerations our executive’s base salary is influenced by the individual’s experience, position, responsibilities, tenure, contributions and individual performance, as well as current business conditions and our business outlook.

Annual Incentive Plan Compensation (AIP)

Each year, the Compensation Committee establishes performance targets, target bonus amounts (generally as a percentage of the applicable employee’s base salary for the year), target award opportunities and other terms and conditions of annual cash incentive for each of our named executive officers and employees eligible to participate our Annual Incentive Plan (the “AIP”). Generally, employees become eligible to participate in the AIP after completing 90 days of continuous employment with the Company, and eligible employees must remain employed through the date the AIP bonus is paid to receive the cash incentive bonus for that year, subject to the terms of individual employment agreements and the Company’s Change In Control Policy. See “Change In Control Policy” on page 46 of this Proxy Statement.

The target amounts set by the Compensation Committee relate to quantitative performance measures, such as the number of Bitcoin the Company mines during the applicable year, and qualitative performance measures, such as the achievements of a manager’s team during the applicable year. The Compensation Committee has substantial flexibility in establishing performance objectives, thresholds, targets, and maximums each year. Following the end of each year, the Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers.

For 2022, the Compensation Committee set the target amount at 100% of base salary, without any minimum bonus payment amount, minimum performance target achievement threshold required to be met before an AIP bonus is earned, or a maximum bonus payment amount.

2023 Annual Incentive Plan

For the year ended December 31, 2023, the Compensation Committee, in conjunction with Compensia, has set target amounts structured to range from 0% to 200% of pre-established award target values dependent upon Company performance in specific pre-determined financial performance measures compared to our industry specific, publicly traded peers; and named executive officer performance in achieving the Company’s strategic objectives.

This structure creates the potential for above-target payouts if our financial performance surpasses our target, and a risk of below target payouts if the Company’s financial performance is below target. The performance targets were strategically chosen to align with the interests of our stockholders by motivating executives to achieve the best financial performance, in defined measures, among our publicly traded Bitcoin mining peers.

1.
Award Target Values. The independent directors of our Compensation Committee set target values for Riot’s Executive Chairman, CEO, CFO, and General Counsel (the “AIP executives”). Generally, target values are set as a percentage of base salary. The target values set for Riot’s AIP Executives, identified above, are 100% of the base salary and with a maximum achievement level of 200% to account for over performance of targets.

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2.
Performance Measures. The Compensation Committee established specific financial performance measures and assigned relative weights to each measure. They also set targets and thresholds for each measure that applies to each AIP Executive. The table below outlines the four financial performance measures, and discretionary strategic performance measure, as well as their relative weights.

Discretionary	Formulaic
20%	20%	20%	20%	20%
Company performance in advancing strategic objectives	Bitcoin production, relative to our publicly traded Bitcoin mining peers	Direct cost per Bitcoin, relative to our publicly traded Bitcoin mining peers.	Operating cash flow, relative to our publicly traded Bitcoin mining peers.	Adjusted earnings per share, relative to our publicly traded Bitcoin mining peers.

3.
Determining Payout. The Compensation Committee determines and certifies payouts of performance-based, cash incentive compensation under our Annual Incentive Plan. Such certification shall occur at the end of the calendar year and utilizes the four (4) preceding fiscal quarters of publicly filed financial data of our Company and our industry specific, publicly traded peers. For each financial measure, the Company’s performance is ranked among its industry peers and the AIP Executive’s target for each measure is to be in the top 50th percentile. Threshold payout under the AIP is performance in the top 75th percentile, with maximum payout as performance in the top 25th percentile.

Equity Compensation

The Compensation Committee determines equity grants for each executive officer based on a number of factors such as appropriate mix of types of equity-based compensation (i.e., the percentage of total award target value allocated to each type of award), the total target value for long-term equity incentive compensation awards, and specific numbers of restricted shares to be granted, based on the percentage of total award target value allocated to each type of equity award and a valuation of our common stock on the grant date which varies greatly. For further information on our equity awards, please see “Equity Compensation Plan Information” on page 43.

Role of Our Compensation and Human Resources Committee

The Board has delegated to its Compensation Committee the authority and responsibility for evaluating, overseeing, and approving the Company’s executive compensation, and for overseeing and administering the Company’s compensation policies and programs, including administering the Company’s 2019 Equity Plan and its other employee benefit plans and programs. When evaluating the compensation of our executive officers, the Compensation Committee evaluates factors including the executive’s responsibilities, experience and the competitive marketplace. The Compensation Committee may also invite the Company’s senior executives and other members of management to participate in its deliberations, or to provide information to the Compensation Committee for its consideration with respect to such deliberations, except that the Executive Chairman and Chief Executive Officer may not be present for the Compensation Committee’s deliberations of, or voting to approve, his or her compensation. Named executive officers may, however, be present for the deliberation of, or the voting to approve, the compensation for any other officer. The Compensation Committee has authority to retain such compensation consultants, outside counsel and other advisors as the Compensation Committee in its sole discretion deems appropriate.

Role of the Compensation Consultant

On an annual basis, the Compensation Committee directs its independent compensation consultant to review the Company’s compensation practices. The Company has engaged Compensia, Inc. (“Compensia”) to be its compensation consultant. Based on Compensia’s assessment, the Compensation Committee determines whether the overall executive compensation program is consistent with our business strategy and objectives and promotes our compensation philosophy. The Compensation Committee also takes into account the performance, experience, skills, level of responsibility and future potential of each named executive officer in making compensation decisions rather than adhering to a specific benchmarked percentage for any of our named executive officers.

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Taking into consideration the independence factors in the Nasdaq Rules, the Compensation Committee has made the determination that, in its business judgment, that Meridian, the Company’s prior compensation consultant, and Compensia, the newly engaged compensation consultant, were both independent and that their work did not raise any conflicts of interest.

Fiscal Year 2022 Stockholder Advisory Vote Results and Stockholder Engagement

Our Say-on-Pay vote at the 2022 Annual Meeting received 43.7% of votes cast in favor from our stockholders. Our Board viewed this level of support as an indication that expanded engagement was needed to ensure we have a clear understanding of, and opportunity to respond to, our stockholders’ views on our compensation program.

Following the 2022 annual meeting and the 2022 special meeting, at the Compensation Committee’s direction, the Company reached out to a number of our institutional investors to request meetings and discuss any issues or concerns they may have with our executive compensation program. We reached out to our top 15 institutional holders representing 27.1% of shares outstanding. 27.1% of shares outstanding exceeds the 2022 annual meeting quorum for non-routine items such as the Say-on-Pay proposal. In total, we engaged with four stockholders representing 18.7% of shares outstanding, each of whom voted against Say-on-Pay.

At least one independent director, as well as our Executive Chairman and members of management joined each call with the investors.

As part of the outreach process, we hired a proxy solicitor to assist with connecting us to stockholders with whom we may not regularly engage. The Compensation Committee also engaged Compensia to assist in analyzing our compensation program. For those institutional stockholders that did not initially respond or agree to engage with us, we reached out to them again to request meetings. We also consulted the publicly available policies of our major stockholders to better understand their views on executive compensation as we prepare our new executive compensation program.

Overall, we received constructive feedback from the stockholders who engaged with us regarding our executive compensation program, particularly relating to quantum of pay and proxy disclosure. After this engagement with stockholders, we agreed to maintain contact with them, as well as the other stockholders who chose not to engage with us, in order to continue to receive feedback they may have on the Company’s executive compensation program or other matters as we continue to grow.

The feedback from these meetings was shared with the full Board and provided the Compensation Committee and the Board with valuable insights into our stockholder’s perspectives on our compensation program and potential improvements to the program, as described below.

Below is a summary of what we heard from our stockholders and how we responded to their feedback:

What We Heard	How We Responded
Investors said they would like to see additional transparency around equity grants	We have incorporated an increased level of detail in this Proxy Statement to provide additional information about the variety of our equity awards granted to executives to increase transparency. For further information about our equity plans please see “Equity Compensation Plan Information” on page 43.
Investors said they would appreciate some additional disclosure around our annual incentive program	We have enhanced our disclosure of our annual incentive plan, please see “Annual Incentive Plan Compensation (AIP)” on page 32.
Investors said they had concerns about the quantum of our CEO’s awards.	We agreed to provide additional rationale and transparency into the Compensation Committee’s decision-making process when granting awards to the CEO.

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We are in the process of finalizing a new equity compensation plan that we believe addresses the feedback we have received and is appropriate for a company of our size and stage of growth. We intend to continue engaging with our stockholders and reviewing our compensation and governance practices in the future.

The Board would like to reaffirm its belief in the appropriateness, effectiveness and market competitiveness of the Company’s executive compensation programs, including continued emphasis on programs that reward our executive officers for generating sustainable profitability and delivering long-term value for our stockholders. The Board and the Compensation Committee will continue to consider the results of the Company’s annual stockholder advisory votes when making future compensation decisions for our executive officers, including the named executive officers.

Stock Ownership Requirements

We established stock ownership requirements to ensure that our named executive officers hold a meaningful equity stake in the Company and, by doing so, link their interests with those of our stockholders. Stock directly or indirectly owned (for example, through a trust), along with unvested RSAs (if any), are included in the calculation of ordinary shares owned for purposes of the ownership requirements. Named executive officers are expected to meet the ownership requirements within five (5) years of the date upon which the named executive officer first becomes subject to the requirements.

Our named executive officers are required to own shares in an amount equal to an applicable target value based on a multiple of annual base salary. Our named executive officers are required to meet the requirements by the following ownership requirement dates.

Named Executive Officer	Role	Ownership Date	Ownership Guideline Salary Multiple	Guideline Met(1)
Jason Les	Chief Executive Officer	January 10, 2027	5x	Met
Jeffrey McGonegal	NEO	January 10, 2027	3x	Met
Colin Yee	Chief Financial Officer	September 27, 2027	3x	Met
Benjamin Yi	Executive Chairman	January 10, 2027	5x	Met
William Jackman	NEO	January 10, 2027	3x	Met
Chad Everett Harris	NEO(2)	January 10, 2027	3x	N/A(2)

(1)
As of April 28, 2023.

(2)
Former executives are not subject to these guidelines.

Executive Employment Agreements

The Company has entered into employment agreements with, and provides post-employment benefits to, its named executive officers as follows:

Benjamin Yi, Executive Chairman

On May 24, 2021, we entered into an executive employment agreement with Mr. Yi, pursuant to which he has agreed to serve as our Executive Chairman for a three-year term, which renews for successive one-year terms after the expiration of the initial term. As compensation for his services as our Executive Chairman, Mr. Yi receives an annual base salary of $550,000, paid in in cash, and ten Bitcoin, and is eligible to receive additional incentive bonuses under the AIP. The Company pays the cash aspect of Mr. Yi’s base salary in accordance with its regular compensation practices, and the Bitcoin aspect of his base salary is paid out on a quarterly basis as of the end of each fiscal quarter completed during his employment term. As additional compensation for his services as our Executive Chairman, Mr. Yi is eligible to receive periodic grants of equity awards, including incentive compensation awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Yi may receive as compensation for his services as our Executive Chairman will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment as our Executive Chairman.

During the fiscal year ended December 31, 2020, Mr. Yi served as an independent director on our Board and was not an officer or employee of the Company. As an independent director prior to becoming Executive Chairman, Mr. Yi received equity awards of 227,642 restricted stock units under the Company’s 2019 Equity Plan, pursuant to an equity award agreement with the Company, which vested in regular quarterly intervals and were settled in accordance with the Company’s regular compensation procedures. Mr. Yi receives no additional compensation for his services as a member of our Board.

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Jason Les, Chief Executive Officer

On February 8, 2021, we entered into an executive employment agreement with Mr. Les, pursuant to which he has agreed to serve as our Chief Executive Officer (principal executive officer) for a five-year term, which renews for successive one-year terms after the expiration of the initial term. As compensation for his services as our Chief Executive Officer, Mr. Les receives an annual base salary of $550,000, payable in cash, and ten Bitcoin, and is eligible to receive additional incentive bonuses under the AIP. The Company pays the cash aspect of Mr. Les’ base salary in accordance with its regular compensation practices, and the Bitcoin aspect of his base salary is paid out on a quarterly basis as of the end of each fiscal quarter completed throughout his employment term. As additional compensation for his services as our Chief Executive Officer, Mr. Les is also eligible to receive periodic grants of equity awards, including incentive compensation awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. Les may receive as compensation for his services as our Chief Executive Officer will be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment as our Chief Executive Officer.

During the fiscal year ended December 31, 2020, Mr. Les served as an independent director on our Board and was not an officer or employee of the Company. As an independent director prior to his appointment as our Chief Executive Officer and Executive Director, Mr. Les received equity awards of 288,617 restricted stock units under the Company’s 2019 Equity Plan, pursuant to an equity award agreement with the Company, which vest in intervals and are eligible to be settled in accordance with the Company’s regular compensation procedures. Mr. Les receives no additional compensation for his services as a member of our Board.

Jeffrey McGonegal, Chief Financial Officer (former)

On February 7, 2023, the Company entered into an amended and restated executive employment agreement with Mr. McGonegal pursuant to which he has agreed to part-time employment as a Senior Advisor to the Company. Mr. McGonegal will be paid an annual base salary of $250,000 and is eligible to receive additional cash incentive bonuses under the AIP, which amounts will be paid in accordance with the Company’s regular compensation practices as compensation for his services. Mr. McGonegal is also eligible to receive periodic grants of equity awards, including incentive compensation awards, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards. Any equity Mr. McGonegal is eligible to receive pursuant to his executive employment agreement is to be awarded under the 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his employment with Riot.

Colin Yee, Chief Financial Officer

On April 12, 2022, we entered into an agreement with Mr. Yee, pursuant to which he agreed to serve as our Chief Financial Officer and Head of Corporate and Financial Operations, through his professional services corporation, Clear Capital Management Corporation, for a two-year term which may be extended for additional one-year terms upon mutual written consent. Mr. Yee is to be paid a fee of $350,000 and is eligible to receive additional cash incentive bonuses under the AIP, which amounts will be paid in accordance with the Company’s regular compensation practices. Mr. Yee is also eligible to receive equity compensation under the Company’s 2019 Equity Plan, as the same may be amended or replaced from time to time during the term of his engagement as our Chief Financial Officer.

William Jackman, General Counsel

Effective July 5, 2021, we entered into an executive employment agreement with Mr. Jackman, pursuant to which he has agreed to serve as our Executive Vice President (“EVP”) and General Counsel for a three-year term, which renews for successive one-year terms after the expiration of the initial term. As our EVP and General Counsel, Mr. Jackman receives an annual base salary of $400,000 and is eligible to receive additional incentive bonuses under the AIP, which will be paid in accordance with the Company’s regular compensation practices. As additional compensation for his services as our EVP and General Counsel, Mr. Jackman is also eligible to receive equity awards, including incentive compensation awards, under our 2019 Equity Plan, which will be subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company, to be entered into as of the date of such future awards.

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Chad Everett Harris, Chief Commercial Officer (former)

Effective May 26, 2021, upon our acquisition of our subsidiary, Whinstone US, Inc., we entered into an executive employment agreement with Mr. Harris, pursuant to which he agreed to serve as CEO-WUS for a three-year term, with optional successive one-year renewal terms after the expiration of the initial term. Effective October 31, 2022, we entered into an amended and restated executive employment agreement with Mr. Harris, pursuant to which Mr. Harris agreed to serve as our EVP and COO, and continue on as CEO-WUS, for a five-year initial term, with optional successive one-year renewal terms thereafter. Under his employment agreement, Mr. Harris was eligible to receive an annual base salary of $400,000 and was eligible to receive additional incentive bonuses under the AIP. In addition, Mr. Harris was eligible to receive quarterly continuation payments of $22,500, subject to his continued employment with the Company through the end of each fiscal quarter completed during his employment term, which, in addition to his base salary and other amounts, would be paid in accordance with the Company’s regular compensation practices. In consideration of his service as EVP, COO and CEO-WUS, Mr. Harris was also eligible to receive equity awards, including incentive compensation awards, under our 2019 Equity Plan, which were subject to vesting schedules and other terms and conditions, as set forth in equity award agreements with the Company.

On March 9, 2023, we entered into a Separation and Release Agreement (the “Separation Agreement”) with Mr. Harris, pursuant to which his employment with the Company, including as our EVP and COO, and as CEO-WUS, ceased, effective as of February 1, 2023, without “Cause,” as defined under the terms of Mr. Harris’s employment agreement. The Separation Agreement provides for: (i) a customary waiver and release in favor of the Company; (ii) the parties’ agreements regarding cooperation following the Separation Date; and (iii) severance of $433,972.60, less any and all withholdings and deductions required by law, representing 12 months’ of Employee’s Base Salary as in effect as of the Termination Date, plus the pro-rata portion of the annual Incentive Bonus that Employee would have received but for the termination of Employee’s employment with the Company as of the Termination Date, payable in 12 approximately equal monthly installments commencing with the first calendar month after the Separation Agreement became effective. Upon termination of Mr. Harris’s employment with the Company, as of February 1, 2023, all unvested equity awards granted to Mr. Harris under the 2019 Equity Plan were automatically forfeited without compensation, in accordance with the terms of the award agreements covering such awards.

The Separation Agreement entered into was pursuant to the terms of Mr. Harris’s executive employment agreement and did not deviate from its provisions for a termination without “Cause”. The Separation Agreement provides for: (i) a customary waiver and release in favor of the Company; (ii) the parties’ agreements regarding cooperation following the Separation Date; and (iii) upon the Separation Agreement becoming binding and enforceable by its terms, payment of the following amounts as separation benefits: (A) a cash payment of $ 12,307.70, representing all of the Employee’s Base Salary earned but unpaid as of the Termination Date; (B) a cash payment as of the Separation Date of $33,846.16, less any and all deductions and withholdings required under applicable law, representing all the Base Salary that would have become due and payable to Employee within the 30 day notice period specified in Section 6.b. of the Employment Agreement; (C) cash payment of $433,972.60, less any and all withholdings and deductions required by law, representing Twelve (12) months’ of Employee’s Base Salary as in effect as of the Termination Date, plus the pro-rata portion of the annual Incentive Bonus that Employee would have received but for the termination of Employee’s employment with the Company as of the Termination Date, payable in 12 approximately equal monthly installments following the first calendar month after execution of the Separation and Release Agreement.

Executive Compensation Comparison Peer Group

Our Compensation Committee has approved the following executive compensation comparison peer group (“Peer Group”) for fiscal year 2023. Our Peer Group is used to assess the competitiveness of our named executive officers’ compensation. In establishing this Peer Group we sought to include companies that compete with us for executive talent and are similar to us in industry, business model, revenue and/or market capitalization. Our Compensation Committee periodically reviews the composition of this Peer Group and makes changes it determines are appropriate based on changes to our businesses or to the attributes of companies in the group or the availability of their compensation data. Our independent compensation consultant, Compensia, our CEO and members of management routinely provide input to our Compensation Committee regarding changes to the attributes of peer companies.

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As part of our new annual review cycle, the Compensation Committee will review the composition of this Peer Group and make changes it determines are appropriate based on changes to our businesses or to the attributes of companies in the group or the availability of their compensation data. Our Peer Group companies were selected based on comparable industry, business model, and executive labor market as well as appropriate relative position on key financial metrics.

The Compensation Committee considers the pay practices and relative performance of our Peer Group companies in determining target incentive compensation for our executive officers. The target amounts and compensation mix vary for each executive officer and are dependent upon various factors, none of which is specifically weighted, including the importance of the position to our organization, overall retention value, internal pay equity, and projected future value of the total compensation package.

The Peer Group for fiscal year 2023 includes the following companies:

A10 Networks, Inc.	Couchbase, Inc.	Hut 8 Mining, Corp.	Rapid7, Inc.	TeraWulf, Inc.
Applied Digital Corporation	Cyxtera Technologies, Inc.	Marathon Digital Holdings, Inc.	Repay Holdings Corporation
Bitfarms Ltd.	Fastly, Inc.	Marqeta, Inc.	Squarespace, Inc.
Cipher Mining Inc.	Greenidge Generation Holdings Inc.	MicroStrategy Incorporated	Stronghold Digital Mining, Inc.
CleanSpark, Inc.	HIVE Blockchain Technologies Ltd.	New Relic, Inc.	Sumo Logic, Inc.

Summary Compensation Table

The compensation we paid to our named executive officers for 2022, 2021 and 2020 is summarized in the table below:

Name and Principal Position	Year	Salary	Bonus	Stock Awards(1)	Non-Equity Incentive Plan Compensation(2)	All Other Compensation	Total
		($)	($)	($)	($)	($)	($)
Jason M. Les(9) Chief Executive Officer (Principal Executive Officer)	2022	679,757(3)	—	20,297,175	511,225(4)	12,111(5)	21,500,269
	2021	631,887(6)	—	20,155,500	1,085,963(7)	3,518(8)	21,876,868
	2020	—	—	—	—	—	—
Jeffrey G. McGonegal(10) Chief Financial Officer (Former)	2022	360,000	—	1,522,291	316,800	—	2,199,091
	2021	354,077	—	17,229,300	601,931	11,162(11)	18,196,470
	2020	294,103	90,000	300,000	—	14,478(11)	698,581
Colin Yee(9) (12) Chief Financial Officer (Principal Financial Officer)	2022	228,910	—	3,310,534	200,933	—	3,740,377
	2021	—	—	—	—	—	—
	2020	—	—	—	—	—	—
Benjamin Yi(9) Executive Chairman	2022	679,757(13)	—	20,297,175	512,764(14)	8,853(15)	21,498,551
	2021	484,857(16)	—	20,123,600	732,153(17)	5,331(18)	21,345,941
	2020	—	—	—	—	—	—
William Jackman(9) EVP and General Counsel	2022	358,833	—	5,074,294	315,333	—	5,748,460
	2021	147,885	—	12,822,179	230,155	—	13,200,218
	2020	—	—	—	—	—	—
Chad Everett Harris(9) EVP and Chief Commercial Officer (Former)	2022	346,335	—	5,074,294	305,041	29,765(19)	5,755,434
	2021	—	—	—	—	—	—
	2020	—	—	—	—	—	—

(1)
On September 27, 2022, the Company converted on a one-for-one basis all outstanding restricted stock units granted to named executive officers under the Company’s 2019 Equity Plan into restricted shares of the Company’s common stock. Amounts reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (ASC 718), excluding the effect of estimated forfeitures, of the time-based RSA and performance-based RSA (“PRSAs”) awards granted to the named executive officer, based on the closing price per share of our common stock as of the grant date, as reported on the Nasdaq Capital Market. The ASC 718 grant date fair value of one 2022 RSA is the closing price of one share of our stock on the date of grant. The value for the PRSAs, which are subject to performance conditions, are based on the outcome of full completion of all performance conditions on the grant date of the Performance Plan. The PRSA value, was fully disclosed in 2021, and fair value was determined based on the closing price of our stock for the total award on the date of grant, assuming 100% completion of all performance metrics. These amounts do not necessarily correspond to the actual value that may be recognized by the named executive officer, which depends, among other things, on the vesting of the applicable RSAs or PRSAs, and the closing price per share of our Common Stock as of settlement of the vested award. Refer to our Annual Report on Form 10-K, filed March 2, 2023 for further discussion.

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(2)
The Compensation Committee initially adopted the AIP in 2021 which awards non-equity incentive compensation to executive officers and other eligible employees based on achievement of designated Company and individual performance targets during the applicable year. AIP performance targets are established annually as a percentage of the NEO’s base salary and are awarded based on the NEO’s achievement of the performance targets established during the indicated year.

(3)
Reflects the following amounts paid to Mr. Les as salary compensation for services in 2022 of $420,833 in cash and 10.0 Bitcoin, with an aggregate fair value of $258,924 (measured as of the quarterly Bitcoin payment date).

(4)
The 2022 AIP non-equity compensation for Mr. Les includes $370,333 in cash and 8.80 Bitcoin, with an aggregate fair value of $140,891.55, measured as of December 31, 2022.

(5)
Reflects the amounts paid on behalf of Mr. Les in 2022 for medical insurance coverage of $6,611 and 401K match of $5,500.

(6)
Reflects the following amounts paid to Mr. Les as compensation for services in 2021: (a) $215,538 in cash and 8.958 Bitcoin, with an aggregate fair value of $403,492 (measured as of the quarterly Bitcoin payment date), representing his 2021 base salary as Riot’s CEO of $240,000 cash, plus 10 Bitcoin, prorated based on his February 8, 2021 employment start date; and (b) $12,857 in cash fees paid to him as compensation for his service as an independent director on the Board for the period prior to February 8, 2021.

(7)
The 2021 AIP non-equity compensation for Mr. Les includes $366,415 in cash and 15.2673 Bitcoin, with an aggregate fair value of $719,548, measured as of December 31, 2021.

(8)
Reflects the amounts paid on behalf of Mr. Les in 2021 for medical insurance coverage after his appointment as Riot’s CEO on February 8, 2021, at a total cost of $3,518 in 2021.

(9)
Mr. Les was not an NEO in fiscal year 2020; Mr. Yee was not an NEO in fiscal years 2020 or 2021; Mr. Yi was not a named executive officer in fiscal year 2020; Mr. Jackman was not a named executive officer in fiscal year 2020; and Mr. Harris was not a named executive officer in fiscal years 2020 or 2021.

(10)
Effective September 27, 2022, Mr. McGonegal stepped down as the Company’s Chief Financial Officer. He remains employed as a senior advisor pursuant to his Executive Employment Agreement.

(11)
Includes the amounts paid to or on behalf of Mr. McGonegal for medical insurance at a total cost of $11,162 and $14,478 in 2021 and 2020, respectively.

(12)
Mr. Yee has been the Chief Financial Officer of the Company since September 2022. Prior to his appointment, he was the Head of Corporate and Financial Operations. Such amounts include Mr. Yee’s compensation total for 2022.

(13)
Reflects the following amounts paid to Mr. Yi as salary compensation for services in 2022 of $420,833 in cash and 10.0 Bitcoin, with an aggregate fair value of $258,924 (measured as of the quarterly Bitcoin payment date).

(14)
The 2022 AIP non-equity compensation for Mr. Yi includes $370,333 in cash and 8.80 Bitcoin, with an aggregate fair value of $142,431, measured as of December 31, 2022.

(15)
Reflects the amounts paid on behalf of Mr. Yi in 2022 for medical insurance coverage of $8,853.

(16)
The following reflect amounts paid to Mr. Yi as compensation for his services in 2021: (a) $144,516 in cash and 6.048 Bitcoin, with an aggregate fair value of $275,664 (measured as of the quarterly Bitcoin payment date), representing his 2021 base salary as Riot’s Executive Chairman of $240,000 cash, plus 10 Bitcoin, prorated based on his May 24, 2021 employment start date; and (b) $64,668 in director fees paid to him as compensation for his service as an independent director on the Board for 2021, prior to his appointment as Executive Chairman on May 24, 2021.

(17)
The 2021 AIP bonus for Mr. Yi includes $247,036 in cash and 10.293 Bitcoin, with an aggregate fair value of $485,117, measured as of December 31, 2021.

(18)
Reflects the amounts paid on behalf of Mr. Yi in 2021 for medical insurance coverage after his appointment as Riot’s Executive Chairman on May 24, 2021, at a total cost of $5,331 in 2021.

(19)
Reflects the amounts paid on behalf of Mr. Harris in 2022 for medical insurance coverage of $6,968 and living expenses in the amount of $10,385.

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Grants of Plan-Based Awards Table for Fiscal Year 2022

The following table presents, for each of our named executive officers for the year ended December 31, 2022, information concerning each grant of a plan-based equity award made during the year ended December 31, 2022. This information supplements the information about these awards set forth in the foregoing Summary Compensation Table.

Name	Grant Date	Type of Award(3)	Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(1)	Estimated Future Payouts Under Equity Incentive Plan Awards(2)		All other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards(4) (#)
			Target ($)	Target ($)	Maximum ($)
Jason Les Chief Executive Officer (Principal Executive Officer)	January 18, 2022	AIP	586,358(5)	—	—	—	—
	September 27, 2022	RSA	—	—	—	2,971,768	20,297,175
Jeffrey McGonegal Chief Financial Officer (former)	January 18, 2022	AIP	360,000	—	—	—	—
	September 27, 2022	RSA	—	—	—	222,883	1,522,291
Colin Yee Chief Financial Officer (Principal Financial Officer)	January 18, 2022	AIP	228,333	—
	April 13, 2022	RSU	—	—	—	100,565	1,610,046
	July 13, 2022	PSU	—	242,000	242,000	—	1,193,060
	September 27, 2022	RSA	—	—	—	74,294	507,428
Benjamin Yi Executive Chairman	January 18, 2022	AIP	586,358(6)	—	—	—	—
	September 27, 2022	RSA	—	—	—	2,971,768	20,297,175
William Jackman EVP and General Counsel	January 18, 2022	AIP	358,333	—	—	—	—
	September 27, 2022	RSA	—	—	—	742,942	5,074,294
Chad Everett Harris EVP and Chief Commercial Officer (former)	January 18, 2022	AIP	358,335	—	—	—	—
	September 27, 2022	RSA	—	—	—	742,942	5,074,294

(1)
The Compensation Committee grants non-equity incentive plan awards to its named executive officers under the AIP on an annual basis pursuant to an employment agreement between the Company and the named executive officer. The target amount for each named executive officer’s AIP award for the year ended December 31, 2022, was set at 100% of the named executive officer’s base salary, based on the Compensation Committee’s evaluation of the named executive officer’s individual performance during the year. There are no minimum award thresholds or maximum award amounts established under the AIP, and individual named executive officers’ AIP bonuses are determined based on the Compensation Committee’s assessment of their achievement of individual performance objectives during the year. See the discussion of the AIP in the Compensation Discussion and Analysis on page 29.

(2)
The vesting schedule for each RSA award is set forth in the “Outstanding Equity Awards at Fiscal Year-End” table below, and the vesting conditions applicable to PRSA awards are discussed below, see “Equity Compensation Plan Information” on page 43.

(3)
As of September 27, 2022, the Company converted on a one-for-one basis all outstanding restricted stock units (RSUs and PSUs) granted to named executive officers under the Company’s 2019 Equity Plan into restricted shares of the Company’s common stock (RSAs and PRSAs). The type of award listed in this Proxy Statement is titled based on grant date identification.

(4)
In accordance with SEC requirements, these amounts reflect the aggregate grant date fair value based upon achievement of the target performance goal, excluding the effect of estimated forfeitures. The amounts reported do not reflect compensation actually received by the named executive officers. Any and all unearned PRSAs that have not been achieved as of December 2023 will be forfeited by the named executive officer

(5)
Mr. Les’ base salary for 2022 was increased in June 2022 from $240,000 cash and 10 Bitcoin to $550,000 and 10 Bitcoin, the 2022 AIP Target amount for Mr. Les was $420,833.38 cash and 10 Bitcoin (or $165,475, based on the average price of one Bitcoin on December 31, 2022). The actual U.S. Dollar amount of the Bitcoin ultimately awarded to Mr. Les under the AIP for 2021 is disclosed in the “Non-Equity Incentive Plan Compensation” column of the foregoing Summary Compensation Table

(6)
Mr. Yi’s base salary for 2022 was increased in June 2022 from $240,000 cash and 10 Bitcoin to $550,000 and 10 Bitcoin, the 2022 AIP Target amount for Mr. Les was $420,833.38 cash and 10 Bitcoin (or $165,475, based on the average price of one Bitcoin on December 31, 2022). The actual U.S. Dollar amount of the Bitcoin ultimately awarded to Mr. Yi under the AIP for 2021 is disclosed in the “Non-Equity Incentive Plan Compensation” column of the foregoing Summary Compensation Table.

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Outstanding Equity Awards at Fiscal Year End Table

The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2022:

Name	Grant Date	Type of Award(1)	Non-Equity Incentive Plan Stock Awards		Equity Incentive Plan Awards
			Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested(2)	Number of Unearned and Unvested Shares or Units of Stock That Have Not Vested	Market Value of Unearned and Unvested Shares or Units of Stock That Have Not Vested(2)
			#	($)	#	($)
Jason Les(3) Chief Executive Officer (Principal Executive Officer)	August 12, 2021	PRSA	—	—	378,334	1,282,552
	September 27, 2022	RSA	2,971,768	10,074,294	—	—
Jeffrey McGonegal(4) Chief Financial Officer (former)	August 12, 2021	PRSA	—	—	323,334	1,096,102
	September 27, 2022	RSA	222,883	755,573	—	—
Benjamin Yi(5) Executive Chairman	August 12, 2021	PRSA	—	—	378,334	1,282,552
	May 24, 2022	RSA	2,971,768	10,074,294	—	—
Colin Yee(6) Chief Financial Officer (Principal Financial Officer)	April 12, 2022	RSA	75,423	255,684	—	—
	July 13, 2022	PRSA	—	—	242,000	820,380
	September 27, 2022	RSA	74,294	251,857	—	—
William Jackman(7) EVP and General Counsel	August 12, 2021	PRSA	—	—	242,000	820,380
	September 27, 2022	RSA	742,942	2,518,573	—	—
Chad Everett Harris(8) EVP and Chief Commercial Officer (former)	August 12, 2021	PRSA	—	—	242,000	820,380
	August 12, 2022	RSA	742,942	2,518,573	—	—

(1)
All awards were granted under the 2019 Equity Plan pursuant to equity award agreements between the named executive officer and the Company as of the Grant Date shown. RSAs vest upon specified vesting dates (e.g., vesting in arrears following the end of each fiscal quarter completed after the grant date), provided the recipient’s service with the Company has not ceased prior to the vesting date. Unvested PRSAs are eligible to vest upon the Company’s achievement of the Performance Objectives specified under the Performance Plan, provided the recipient’s service with the Company has not ceased prior to the date the Compensation Committee certifies the achievement of the Performance Objectives (or a portion thereof) relating to the Target Award. For additional information regarding the Performance Plan, see “Equity Compensation Plan Information” on page 43 of this Proxy Statement. Subject to any provisions relating to accelerated vesting upon a change in control or post-termination, unvested RSAs and PRSAs are subject to forfeiture if a separation from service occurs prior to the vesting event. See “Potential Post-Employment Benefits” under on page 46 of this Proxy Statement.

(2)
Based on the closing price per share of our Common Stock on December 30, 2022 of $3.39, as reported on the Nasdaq Capital Market.

(3)
Mr. Les’s outstanding equity awards as of December 31, 2022 include: (a) 2,971,768 RSAs granted on September 27, 2022 in connection with Mr. Les’ service as CEO which vest as to one half on June 1, 2023 and June 1, 2024, and (b) 378,334 unvested PRSAs which were originally granted on August 12, 2021 pursuant to the Performance Plan established by the Compensation Committee under the Company’s 2019 Equity Plan. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives under the Performance Plan, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance.

(4)
Includes: (a) 222,883 RSAs granted on September 27, 2022 in connection with Mr. McGonegal’s continued service with the Company which vested in total as of February 23, 2023, and (b) 323,334 unvested PRSAs which were originally granted on August 12, 2021 pursuant to the Performance Plan established by the Compensation Committee under the Company’s 2019 Equity Plan. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives under the Performance Plan, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance.

(5)
Includes: (a) 2,971,768 RSAs granted on September 27, 2022 in connection with Mr. Yi’s service as Executive Chairman which vest as to one half on June 1, 2023 and June 1, 2024, and (b) 378,334 unvested PRSAs which were originally granted on August 12, 2021 pursuant to the Performance Plan established by the Compensation Committee under the Company’s 2019 Equity Plan. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives under the Performance Plan, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance.

(6)
Includes: (a) 75,423 RSAs granted on April 12, 2022 in connection with Mr. Yee’s service with the Company which vest quarterly through April 12, 2024, (b) 242,000 unvested PRSAs which were originally granted on July 13, 2022 pursuant to the Performance Plan established by the Compensation Committee under the Company’s 2019 Equity Plan, and (c) 74,294 RSAs granted on September 27, 2022 in connection

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with Mr. Yee’s continued service as the Company’s CFO which vest as to one half on June 1, 2023 and June 1, 2024. The vesting of PRSAs is contingent upon Riot’s achievement of specified Performance Objectives under the Performance Plan, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance.

(7)
Includes: (a) 742,942 RSAs granted on September 27, 2022 in connection with Mr. Jackman’s service as EVP and General Counsel which vest as to one half on June 1, 2023 and June 1, 2024, and (b) 242,000 unvested PRSAs which were originally granted on August 12, 2021 pursuant to the Performance Plan established by the Compensation Committee under the Company’s 2019 Equity Plan. The vesting of PRSAs is contingent upon Riot’s achievement of Performance Objectives under the Performance Plan, and the final number of vested PRSAs may be less than the Target Award, depending on the Company’s future performance.

(8)
Mr. Harris is no longer the Company’s Chief Commercial Officer, however, as of December 31, 2022 his outstanding equity included: (a) 742,942 RSAs granted on September 27, 2022 in connection with Harris’s service as Chief Commercial Officer which were scheduled to vest as to one half on June 1, 2023 and June 1, 2024, and (b) 242,000 unvested PRSAs which were originally granted on August 12, 2021 pursuant to the Performance Plan established by the Compensation Committee under the Company’s 2019 Equity Plan. Effective as of the date of his departure from Riot on February 1, 2023 Mr. Harris forfeited 742,942 RSAs and 218,000 PRSAs.

Option Exercises and Stock Vested Table

The following table presents, for each of the named executive officers, the number of shares of Riot’s common stock underlying the stock options, stock grants which vested during 2022, as well as the aggregate value realized upon the exercise of such vested options and the settlement of such vested of stock grants.

Name	Type of Award	Option Awards		Stock Awards(1)
		Number of Shares Acquired Upon Exercise	Value Realized Upon Exercise	Number of Shares Acquired Upon Vesting	Value Realized Upon Vesting (2)
		(#)	($)	(#)	($)
Jason Les Chief Executive Officer (Principal Executive Officer)	RSA	—	—	6,250	139,563
	PRSA	—	—	96,666	1,564,430
Jeffrey McGonegal Chief Financial Officer (Former)	RSA	—	—	5,000	82,850
	PRSA	—	—	82,666	1,339,570
Colin Yee Chief Financial Officer (Principal Financial Officer)	RSA	—	—	25,142	139,035
Benjamin Yi Executive Chairman	RSA	—	—	7,500	161,475
	PRSA	—	—	96,666	1,564,430
William Jackman EVP and General Counsel	RSA	—	—