MARA (MARA) Proxy filing summary

Executive summary

• Focused on strategic growth by shifting to low-cost energy, expanding data centers, and leveraging AI compute for monetizing excess energy and optimizing power management across global operations.

• 2025 highlights include $907M in revenue, 8,799 Bitcoin produced, and $5.25B in unrestricted cash and BTC holdings.

• Expanded energy portfolio and data center footprint, entered strategic partnerships, and acquired majority interest in Exaion SaS to strengthen AI and HPC infrastructure.

Voting matters and shareholder proposals

• Four proposals: election of two Class III directors, ratification of PwC as auditor for 2026, advisory approval of executive compensation, and amendment to increase shares reserved under the 2018 Equity Incentive Plan by 18 million.

• Board recommends voting FOR all proposals.

• Shareholder engagement included outreach to over 40% of outstanding shares and direct response to feedback on compensation and governance.

Board of directors and corporate governance

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

• Lead Independent Director and five standing committees (Risk & Audit, Talent, Nominating, Social Responsibility, Technology & Strategy) ensure robust oversight.

• Annual board and committee self-evaluations, regular executive sessions, and proactive board refreshment.

• Share ownership policy requires executives and directors to hold significant equity; all are in compliance.