Sector: Information Technology
CIPHER MINING INC · Meeting: June 2, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Thomas Duda, James Newsome and Wesley Williams as Class II Directors
Duda joined the board in February 2026, which is within the 24-month new-director exemption window, so the TSR performance trigger does not apply; he has relevant real estate and asset management experience appropriate for a data center developer.
Newsome has served since August 2021 and CIFR's 3-year total shareholder return of +562.9% outperforms the compensation peer group median by +470.8 percentage points, far exceeding the 65-point threshold required to trigger a negative vote, so no TSR concern applies.
Williams has served since August 2021 and benefits from the same outstanding TSR outperformance as Newsome — CIFR's stock massively outpaced its peer group over the past three years, so no TSR-based concern applies.
All three Class II director nominees pass the TSR performance screen by a wide margin — CIFR's 3-year stock return of +562.9% outpaces its peer group median by roughly +471 percentage points, well above the 65-point threshold needed to trigger a negative vote. Thomas Duda is also exempt as a new director within 24 months of joining. No overboarding, attendance, independence, or qualification concerns were identified. Vote FOR all three nominees.
CEO
Rodney Tyler Page
Total Comp
$14,968,623
Prior Support
72%%
The CEO's reported total compensation of approximately $15.0 million is substantial but occurs in the context of extraordinary stock performance — CIFR's 1-year price return of +713.9% and 3-year return of +562.9% vastly outpace both the sector ETF (XLK) and the compensation peer group median; the pay-for-performance alignment is strong and not in dispute. The compensation program has meaningful structure: base salary was held flat in 2025, annual bonuses were tied to pre-set operational and financial targets (operating margin, megawatts energized, power portfolio growth, and HPC utilization), and 50% of 2025 long-term equity grants were in performance stock awards tied to absolute and relative total shareholder return metrics that were achieved at maximum — all genuine pay-for-performance features. The prior year say-on-pay vote received approximately 72% support (above the 70% threshold), the company has a compliant clawback policy, and the Compensation Committee responded to feedback by introducing formal performance metrics and performance stock awards before the 2025 vote results were even known, demonstrating proactive governance.
Auditor
CBIZ CPAs P.C.
Tenure
1 yrs
Audit Fees
$2,277,105
Non-Audit Fees
$0
CBIZ was only engaged in April 2025, so auditor tenure is approximately one year — far below the 25-year threshold for concern; non-audit fees are zero, giving a non-audit ratio of 0%, well within the 50% policy limit; while the company reported a material weakness in internal controls for 2024 (related to IT change management), this was disclosed under the prior auditor Marcum and does not implicate CBIZ's audit work, so no restatement-based trigger fires.
The 2026 Cipher Digital annual meeting presents a straightforward ballot with three standard proposals: all three director nominees pass TSR and qualifications screens given the company's exceptional stock outperformance relative to peers; CBIZ CPAs P.C. is a newly engaged auditor with zero non-audit fees and no tenure concerns; and the Say on Pay program earns support based on strong pay-for-performance alignment, formal bonus metrics introduced in 2025, and performance stock awards that vested at maximum due to genuine stock outperformance. The overall ballot warrants FOR votes across all proposals.
18 companies disclosed in 2026 proxy filing
