MARA (MARA) Proxy Filing summary

Executive summary

• Vertically integrated digital energy and infrastructure company with 1.7 GW capacity and 16 data centers across four continents as of December 31, 2024.

• Achieved record 2024 revenues of $656M, net income of $541M, and adjusted EBITDA of $1.2B, with 9,430 Bitcoin produced and 44,893 BTC held.

• Expanded owned data center portfolio from 0% to 70% in 2024, focusing on cost reduction and energy efficiency.

• Strategic initiatives include vertical integration, R&D in AI infrastructure, and a full HODL treasury policy for Bitcoin.

Voting matters and shareholder proposals

• Four proposals: (1) election of two Class II directors, (2) ratification of PwC as auditor for 2025, (3) advisory approval of executive compensation, (4) amendment to increase shares reserved under the 2018 Equity Incentive Plan by 18 million.

• Board recommends voting FOR all proposals.

• Annual meeting scheduled for June 26, 2025, with virtual participation and multiple voting methods available.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; classified into three staggered classes.

• Recent enhancements include new committees (Social Responsibility, Technology and Strategy), appointment of a Lead Independent Director, and increased gender diversity.

• Active board engagement, annual performance assessments, and regular stockholder outreach.

• Director nomination process emphasizes diversity, independence, and relevant expertise.