RIOT PLATFORMS INC (RIOT)
Sector: Information Technology
2026 Annual Meeting Analysis
RIOT PLATFORMS INC · Meeting: June 9, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors — Class II Director Nominees
D'Ambrosio has served since May 2021 (roughly 5 years); RIOT's 3-year total return is +58%, which is strong positive, and the gap versus the peer group median is only -25.6 percentage points, well below the 65-point threshold required to trigger a negative vote under the strong-positive TSR tier; no overboarding, attendance, independence, or familial-relationship flags apply.
Turner joined in February 2025, which is less than 24 months ago, so he is exempt from the TSR underperformance trigger under the new-director exemption; he holds one outside public board seat (Lineage Inc.), well below the four-seat overboarding threshold; he chairs the Audit Committee and is designated an audit committee financial expert; no other flags apply.
Both Class II nominees pass all policy screens. RIOT's 3-year total return of +58% is strong positive, and the company's gap versus its disclosed peer group median (-25.6 percentage points) falls far short of the 65-point threshold needed to trigger a negative vote. Turner is additionally protected by the 24-month new-director exemption. The board discloses a skills matrix, all committee members are independent, and attendance was 100% for all directors in 2025.
Say on Pay
✓ FORCEO
Jason M. Les
Total Comp
$3,460,222
Prior Support
31.5%%
The 2025 Say-on-Pay vote received only 31.5% support — well below the 70% threshold that would normally require a negative vote absent visible remediation — but the company made substantive and verifiable changes in direct response: the Compensation Committee suspended all long-term incentive plan equity grants to the 2024 named executive officers in 2025, added a cap that limits payouts when the company's absolute stock return is negative, introduced more rigorous annual bonus metrics including new data center revenue and net operating income targets, and eliminated Bitcoin-denominated pay starting in 2026. CEO total compensation of approximately $3.46 million is modest relative to a $6.5 billion market-cap company and is not flagged as above-benchmark. Because the company took immediate, concrete, and meaningful actions addressing the core shareholder concerns (grant size, pay-for-performance alignment, and metric quality), a FOR vote is appropriate; a continued AGAINST would be warranted only if these reforms prove cosmetic at a future meeting.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,939,543
Non-Audit Fees
$0
Deloitte is a Big 4 firm, appropriate for a company of RIOT's $6.5 billion market cap; non-audit fees are zero in 2025, so the non-audit ratio is 0%, far below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly stated in the filing so no tenure trigger fires; no material restatements are disclosed.
Overall Assessment
The 2026 RIOT Platforms ballot presents four proposals: director elections, auditor ratification, Say-on-Pay, and an equity plan share increase. The policy supports FOR votes on the two director nominees (TSR gap is well inside the trigger threshold and one nominee is exempt as a new director), the Deloitte audit ratification (zero non-audit fees, Big 4 firm), and Say-on-Pay (the company made substantive structural reforms in direct response to the prior year's 31.5% approval, including suspending equity grants to veteran executives and adding a negative-TSR payout cap); the equity plan proposal falls outside current policy coverage.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing