Cipher Mining (CIFR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with voting available online, by phone, or by mail.

• Stockholders will vote on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The Board recommends voting for all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Election of two Class I directors (Robert Flatley and Caitlin Long) for terms expiring in 2028.

• Ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for 2025.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Stockholders may submit proposals for the 2026 meeting by December 22, 2025.

Board of directors and corporate governance

• The Board will be reduced from eight to seven members after the meeting.

• Seven of eight directors are independent; only the CEO is not.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board leadership is separated between an independent Chair and the CEO.

• Board observer rights exist for Bitfury Investors, but no observer is currently designated.