In re Marathon Digital Holdings, Inc. Derivative Litigation — Entry #87: DECLARATION of Kimberly P
Case: In re Marathon Digital Holdings, Inc. Derivative Litigation nvd · 2:23-cv-01055
filed July 08, 2023
What this document is
Docket entry #87 · filed May 20, 2025
DECLARATION of Kimberly P. Stein re 86 Motion to Dismiss, by Defendants Doug Mellinger, Frederick G. Thiel, Hugh J. Gallagher, Merrick Okamoto, Simeon Salzman, Georges Antoun, Kevin Denuccio, Sarita James, Jay Leupp, Said Ouissal, Nominal Defendant Marathon Digital Holdings, INC.. (Attachments: # 1 Exhibit Ex. A - Motion to Dismiss Second Amended Complaint, # 2 Exhibit Ex. B - Motion to Dismiss Second Amended Complaint, # 3 Exhibit Ex. C - Motion to Dismiss Second Amended Complaint, # 4 Exhibit Ex. D - Motion to Dismiss Second Amended Complaint, # 5 Exhibit Ex. E - Motion to Dismiss Second Amended Complaint, # 6 Exhibit Ex. F - Motion to Dismiss Second Amended Complaint)(Stein, Kimberly) (Entered: 05/20/2025)
Who is involved
- Marathon Digital Holdings, INC. (Nominal Defendant) [tracked: Marathon Digital]
- Dennis Jaffee (Plaintiff)
- Doug Mellinger (Defendant)
- Frederick G. Thiel (Defendant)
- Gary Konigsberg (Plaintiff)
- Georges Antoun (Defendant)
- Hugh J. Gallagher (Defendant)
- Jay Leupp (Defendant)
- Kevin Denuccio (Defendant)
- Merrick Okamoto (Defendant)
- Said Ouissal (Defendant)
- Sarita James (Defendant)
- Simeon Salzman (Defendant)
- Steve Hood (Plaintiff)
Why we have it
We follow this case because a company we track is a party: Marathon Digital (listed as “Marathon Digital Holdings, INC.”). We checked the full party list on September 10, 2026 and confirmed the match.
We bought this filing from PACER (the federal courts’ paid records system) for $0.90 on October 01, 2026; the purchase also placed it in the free RECAP archive for everyone.
Document text
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Full text
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 1 of 9
EXHIBIT A
April 30, 2025 Marathon ,
excerpted (cover and pages 7-13)
Exhibit A 001
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 2 of 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
☑ Filed by the Registrant ☐ Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
MARA Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Exhibit A 002
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 3 of 9
Board and Governance Matters
Director Biographies
Director Nominees
Our Board has nominated the two directors set forth in the table below for reelection as Class II directors at the Annual Meeting.
The information below includes certain biographical information about each director nominee, as well as selected information about the specific
qualifications, attributes, skills and experience that led our Board to conclude that each director nominee is qualified to serve on our Board.
Georges Antoun Age: 62
Chief Commercial Officer of First Solar Director Since: May 20, 2021
Professional Experience
• Chief Commercial Officer, First Solar, Inc. • Senior Leadership at Cisco Systems. Held
Appointed in July 2016 after serving as Chief several key executive roles, including Vice
Operating Officer and later as President, U.S.; President of Worldwide Systems Engineering,
Independent: Yes instrumental in shaping commercial strategy for Optical Operations, and Carrier Sales.
Board Committees: Risk one of the world’s leading solar companies. • Early Career at NYNEX (now Verizon). Began
and Audit; Technology and • Venture Partner, Technology Crossover his career as a member of the technical staff in
Strategy Ventures (TCV). Provided operational expertise to the Science and Technology Division,
a top-tier technology-focused private equity and developing foundational expertise in
Prior Public Company
venture capital firm. communications infrastructure.
Directorships: Ruckus
Wireless, Inc.; Violin • Executive Leadership at Ericsson and Redback • Energy Advisory Council. Serves on the Federal
Memory, Inc. Networks. Led global IP and broadband Reserve Bank of Atlanta’s Energy Advisory
networks at Ericsson; previously served as Council, providing strategic guidance on energy
Other Directorships and senior vice president of worldwide sales and policy.
Memberships: Chairman operations of Redback Networks and then as • Academic Background. B.S. in Engineering
of the University of chief executive officer of the Redback Networks from the University of Louisiana at Lafayette and
Louisiana’s College of subsidiary following its acquisition by Ericsson. an M.S. in Information Systems Engineering
Engineering Dean’s
from the Polytechnic Institute of New York
Advisory Council board
University.
Skills and Experience Supporting Nomination
Our Board believes Mr. Antoun is qualified to serve as a member of our Board due to his more than 30 years of leadership across the
global technology sector. He has held senior executive roles at industry-leading companies and brings deep expertise in scaling
operations, driving innovation and navigating complex global markets. His prior board service and experience overseeing strategic growth
initiatives further enhance his ability to contribute meaningfully to the Board’s oversight and decision-making.
2025 PROXY STATEMENT 7
Exhibit A 003
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 4 of 9
Board and Governance Matters
Jay Leupp Age: 61
Managing Partner and Senior Portfolio Manager of Terra Firma
Director Since: May 20, 2021
Asset Management
Professional Experience
• Managing Partner, Terra Firma Asset • Managing Director, Real Estate Equity
Independent: Yes Management, LLC. Leads investment strategy Research. Directed real estate equity research
and portfolio management for real estate at RBC Capital Markets, an investment banking
Board Committees: Risk securities, bringing decades of financial, real division of the Royal Bank of Canada, as well
and Audit (Chair); estate and asset management expertise. as Robertson Stephens & Company, formerly
Nominating and Corporate an investment banking firm.
• Managing Director, Lazard Asset Management.
Governance
Led Lazard’s global real estate securities • Early Career in Real Estate and Accounting.
Current Public Company practice, a business that was created with the Gained foundational experience at Staubach
Directorships: Healthcare sale of Grubb & Ellis Alesco Global Advisors to Company, specializing in the leasing,
Realty Trust Incorporated; Lazard in 2011. acquisition and financing of commercial real
Apartment Investment and • Founder, President and Chief Executive Officer, estate; Trammell Crow Company, a leading
Management Company Grubb & Ellis Alesco Global Advisors. commercial real estate development and
Established and led a real estate securities investment firm; and KPMG Peat Marwick.
Other Directorships and
mutual fund platform, serving as Senior Portfolio • Academic Background. B.S. in Business
Memberships: G.W.
Manager until the firm’s acquisition by Lazard. Administration from Santa Clara University and
Williams Company;
an MBA from Harvard Business School.
Certified Public Accountant
(inactive status)
Skills and Experience Supporting Nomination
Our Board believes Mr. Leupp is qualified to serve as a member of our Board because of his extensive audit and finance expertise, as
well as his long-standing experience in investment management and capital markets. As a senior executive at multiple global financial
institutions and member of publicly traded company boards, Mr. Leupp brings deep knowledge of financial reporting, risk oversight and
corporate governance, which are critical to the Board’s oversight responsibilities.
8
Exhibit A 004
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 5 of 9
Board and Governance Matters
Continuing Directors
The table below sets forth our Class I and Class III directors, whose terms will expire at our annual meetings to be held in 2027 and 2026,
respectively.
Janet George Age: 58
Executive Vice President of Artificial Intelligence of Mastercard Director Since: September 1, 2024
Professional Experience
• Executive Vice President of Artificial • Group Vice President, Oracle Corporation. Built
Intelligence, Mastercard Incorporated. Joined a $1 billion AI business on Oracle Cloud
Independent: Yes
Mastercard in 2025 and leads AI strategy and Infrastructure, leading major industry deals and
Board innovation with a focus on enhancing, protecting driving Oracle’s growth in the cloud market from
Committees: Technology and personalizing payments through cutting- 2019 to 2021.
and Strategy (Chair); Risk edge AI technology. • Senior Technology Leadership. Held executive
and Audit; Talent, Culture • Corporate Vice President and General roles at Western Digital, Accenture, Yahoo,
and Compensation Manager, Data Center and AI, Intel Corporation. eBay and Apple, consistently delivering growth,
Oversaw a multi-billion dollar business unit operational efficiencies and innovative
Prior Public Company
focused on AI and machine learning SaaS technology solutions.
Directorships: NanoString
growth, operational performance and large- • Academic Background. Master’s degree in
Technologies, Inc.
scale technology integration from 2022 to 2024. computer applications from Kerela University
Other Directorships and • M&A and Scaling Expertise. Successfully led and a bachelor’s degree in computer science,
Memberships: Gandeeva execution and integration of major acquisitions, mathematics and physics from Pune University.
Therapeutics including Intel’s $650 million acquisition of a
cloud AI-based workload optimization company.
Skills and Experience Supporting Board Membership
Our Board believes Ms. George is qualified to serve as a member of our Board due to her deep expertise in artificial intelligence, cloud
infrastructure and high-growth technology environments. Her experience driving innovation, executing complex acquisitions and delivering
operational efficiency across global enterprises makes her a valuable contributor to the Board’s oversight of MARA’s technology strategy
and growth.
2025 PROXY STATEMENT 9
Exhibit A 005
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 6 of 9
Board and Governance Matters
Barbara Humpton Age: 64
President and Chief Executive Officer of Siemens USA
Director Since: September 1, 2024
Professional Experience
• President and Chief Executive Officer, Siemens • Public-Private Leadership. Served on advisory
Independent: Yes USA. Joined in 2018 and leads a $19 billion boards for both the Trump and Biden
portfolio spanning energy-efficient technologies, administrations, recognized for her leadership
Board Committees: Social smart infrastructure and healthcare, with a focus in driving impactful public-private sector
Responsibility Committee on innovation, digitalization and sustainability. collaboration.
(Chair); Talent, Culture and
Compensation • Technology and Operational Leadership. • Board Service. Currently serves on the boards
Committee; Technology Oversees the integration of AI and industrial data of Fluence Energy, Triumph Group and the
and Strategy Committee to drive continuous improvement and efficiency Federal Reserve Bank of Richmond, bringing a
across Siemens USA’s operations. broad perspective on energy and industrial
Current Public Company innovation and economic policy.
• Senior Executive, Booz Allen Hamilton and
Directorships: Triumph
Lockheed Martin. Held key leadership roles • Academic Background. B.A in mathematics
Group, Inc.; Fluence
contributing to national security, defense and from Wake Forest University.
Energy, Inc.
advanced technology development.
Other Directorships and
Memberships: Federal
Reserve Bank of
Richmond
Skills and Experience Supporting Board Membership
Our Board believes Ms. Humpton is qualified to serve as a member of our Board due to her extensive leadership experience in the energy,
technology and infrastructure sectors. As President and Chief Executive Officer of Siemens USA, she has overseen large-scale innovation
and digital transformation across a $19 billion portfolio. Her expertise in applying advanced technologies to complex industrial systems
brings valuable insight to the Board as MARA continues to scale its infrastructure and energy operations. In addition to her executive
leadership, Ms. Humpton brings valuable governance expertise through her service on the boards of public companies and major
institutions.
10
Exhibit A 006
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 7 of 9
Board and Governance Matters
Fred Thiel Age: 64
Chairman and Chief Executive Officer of MARA Holdings, Inc. Director Since: April 24, 2018
Professional Experience
• Chairman and Chief Executive Officer, MARA. • Over 35 Years’ Experience in the Technology
Independent: No Leads the premier Bitcoin mining company, Sector. Brings deep expertise across digital
having grown its market capitalization from assets, artificial intelligence, semiconductors
Board Committees: None under $30 million to over $5 billion and its global and enterprise software, with a track record of
Other Directorships and footprint to span four continents. leading innovation and driving strategic growth.
Memberships: Auradine, • Chairman, Thiel Advisors. Provided deep • Leadership in Young Presidents’ Organization
Inc.; Oden Technologies technology sector operating expertise and (YPO). Actively involved in global business
strategic advisory services to private equity and leadership networks, having led initiatives
venture capital firms, as well as public and within YPO’s FinTech and Technology Networks.
private company boards, prior to leading MARA • Academic Background. Attended classes at the
in 2021. Stockholm School of Economics and Harvard
• Chief Executive Officer, Local Corporation and Business School.
Lantronix, Inc. Held top leadership roles at
publicly traded technology companies.
Skills and Experience Supporting Board Membership
Our Board believes Mr. Thiel is qualified to serve as a member of our Board due to his extensive leadership experience, deep knowledge
of MARA’s operations and strategy and expertise in blockchain and digital asset technologies. As its Chairman and Chief Executive
Officer, Mr. Thiel has been instrumental in driving MARA’s growth and operational scale, and his comprehensive understanding of MARA’s
business and industry positions him to provide valuable insight and effective oversight as a member of the Board.
2025 PROXY STATEMENT 11
Exhibit A 007
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 8 of 9
Board and Governance Matters
Vicki Mealer-Burke Age: 63
Former Chief Diversity Officer of QUALCOMM Director Since: April 1, 2024
Professional Experience
• Former Executive, QUALCOMM Incorporated. • First Chief Diversity Officer. Championed
Held a range of senior leadership roles during inclusive leadership and cultural
Independent: Yes 26-year tenure at one of the world’s leading transformation, establishing initiatives to build
wireless technology companies, including Chief a more diverse and purpose-driven global
Board Committees:
Diversity Officer, Vice President of Human workforce as QUALCOMM’s inaugural Chief
Talent, Culture and
Resources, Vice President and General Manager Diversity Officer.
Compensation (Chair);
of QUALCOMM Education and Senior Director of • Advisory Board Membership. Served as a
Nominating and Corporate
Product Management, overseeing functions member on MARA’s advisory board from
Governance; Social
spanning global business development, product September 2022 to April 2024.
Responsibility
management, operations and human resources.
• Academic Background. B.B.A. in Management
Other Directorships and • Operational and Strategic Leadership. Information Systems from Iowa State
Memberships: Make-A- Contributed to QUALCOMM’s global growth, University’s Ivy College of Business and an
Wish Foundation of San helping the company scale from $2 billion in M.A. in Administration from The Ohio State
Diego (former director); annual revenue and 6,000 employees to over $36 University.
LEAD San Diego (former billion in revenue and 50,000 employees.
director)
Skills and Experience Supporting Board Membership
Our Board believes Ms. Mealer-Burke is qualified to serve as a member of our Board due to her extensive leadership experience in the
technology industry, including over two decades in senior roles at a global Fortune 500 company. Her proven ability to navigate complex
and rapidly evolving business environments, coupled with her expertise across operations, product management and human capital
strategy, brings valuable perspective to the Board. In addition, her prior service as a member of our advisory board provides her with a
deep understanding of our business, culture and strategic priorities.
12
Exhibit A 008
Case 2:23-cv-01055-RFB-BNW Document 87-1 Filed 05/20/25 Page 9 of 9
Board and Governance Matters
Douglas Mellinger Age: 60
Managing Director of Clarion Capital Partners Director Since: March 31, 2022
Professional Experience
• Managing Director, Clarion Capital Partners. • Investment Leadership. Held senior positions
Plays a key leadership role at a lower middle at Palm Ventures and Zeno Ventures, bringing
Lead Independent market private equity and structured credit asset strategic and operational expertise to high-
management firm, which he joined in 2013, and growth businesses.
Director
focuses on driving value creation across • Extensive Board and Advisory Experience.
Independent: Yes portfolio companies. Served on the boards of numerous private and
Board Committees: • Co-founder, Foundation Source. Helped launch public companies, as well as advisory boards
Nominating and Corporate Foundation Source, the leading provider of to government agencies, universities, and
Governance (Chair); outsourced services and technology for private nonprofit organizations.
Social Responsibility; foundations. • Entrepreneurial and Industry Leadership.
Technology and Strategy • Founder, Chairman and Chief Executive Officer, Active member and past leader within Young
enherent Corp. Built a global software Entrepreneurs’ Organization and Young
Other Directorships and
development and services firm that twice earned Presidents’ Organization, contributing to
Memberships: IEC;
recognition on the Inc. 500 list and Deloitte’s entrepreneurial ecosystems globally.
Campden IPI
Technology Fast 500 and Fast 50 rankings. • Academic Background. B.S. in Entrepreneurial
Science from Syracuse University.
Skills and Experience Supporting Board Membership
Our Board believes Mr. Mellinger is qualified to serve as a member of our Board due to his extensive finance and investment experience,
as well as his track record of building, leading and advising public and private companies across the technology and financial sectors. As
a managing director at a private equity and structured credit firm and a founder of multiple successful ventures, Mr. Mellinger brings deep
expertise in capital markets, governance and strategic growth. His broad board experience across corporate, nonprofit and government
organizations further enhances his ability to provide valuable oversight and strategic perspective to MARA.
2025 PROXY STATEMENT 13
Exhibit A 009