Soluna Holdings, Inc

PROPOSAL 1: TO ELECT THREE DIRECTORS AS CLASS III DIRECTORS TO SERVE

THREE-YEAR TERMS EXPIRING AT THE ANNUAL MEETING IN 2029 AND

UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED

Our Board is divided into three classes: Class I, Class II and Class III, with each class serving a three-year term. Vacancies on the Board may be filled only by the affirmative vote of a majority of the total remaining directors then in office, even if less than a quorum, or by a sole remaining director. A director elected by the Board to fill a vacancy in a class or a newly created directorship created by an increase in the number of directors in a class, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

Our Board presently has ten members. There are three directors in the class (Class III) whose term of office expire in 2026. Thomas Marusak, one of the current Class III directors, will not be standing for re-election at the Annual Meeting. William Hazelip, Michael Toporek and Daniel Golding have been nominated for election as Class III directors at the Annual Meeting. If elected at the Annual Meeting, such nominees would serve until our 2029 annual meeting and until their successors have been duly elected and qualified, or, if sooner, until their earlier resignation, death or removal.

Directors are elected by a plurality of the votes cast. Stockholders may not vote, or submit a proxy, for more than one nominee. The nominee receiving the highest number of affirmative votes will be elected. Unless otherwise directed, shares represented by executed proxies will be voted for the election of William Hazelip, Michael Toporek and Daniel Golding. If the director nominees become unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of substitute nominees proposed by our Board. The director nominees have agreed to serve if elected. Our management has no reason to believe that the director nominees will be unable to serve.

Class III Nominees for Election for a Term Expiring at the 2029 Annual Meeting

The following table sets forth the name, age and position and tenure of the individuals nominated for election as our Class III directors for terms expiring at the 2029 annual meeting:

The following includes brief biographies of William Hazelip, Michael Toporek, and Daniel Golding, based on information furnished to us by them, with such biography including information regarding the experiences, qualifications, attributes or skills that caused our Nominating and Corporate Governance Committee and the Board to determine that they should serve or continue to serve as members of our Board.

William Hazeliphas served as a member of the Board since February 2021. From 2015 to March 2022, he has served as Vice President of National Grid PLC (“National Grid”), a multinational electricity and gas utility company and has served as its Senior Vice President since April 2022. He has also served as National Grid’s President, Global Transmission (US) from 2017 to 2019 and President of Strategic Growth for National Grid Ventures since August 2019, developing new business opportunities in electric transmission, energy storage, and renewable energy. Prior to joining National Grid, he was the Managing Director, Business Development at Duke Energy Corporation and the President of Path 15 Transmission, LLC, an independent electric transmission company in California, where he led the acquisition for Duke Energy Corporation. Mr. Hazelip also has extensive experience serving on the boards of directors of companies. He currently serves as a member of the board of directors of Millennium Pipeline Corporation, a natural gas pipeline company, the Vice-Chairman of the board of directors of New York Transco, an electric transmission company, and a member of the board of directors of Community Offshore Wind, a clean energy joint venture of RWE AG and National Grid. Mr. Hazelip began his career as an Area Director for CWL Investments, LLC, a Michigan investor group that owns and operates restaurant franchises including Jimmy John’s Gourmet Sandwich Shops. Mr. Hazelip earned a B.A. from Emory University and an I.M.B.A. from the Darla Moore School of Business at the University of South Carolina. Mr. Hazelip is an accomplished leader in the energy industry, with deep experience in utility project development, financing, regulation, and operations, which the Board believes, particularly in light of the Company’s involvement with the renewable energy sector as it relates to their cryptocurrency mining subsidiary, qualifies him to serve as a director.

Michael Toporek served as the Chief Executive Officer of the Company from November 2020 until May 1, 2023 when he stepped down from that position and was appointed Executive Chairman of the Board. Mr. Toporek has served as a member of the Board since October 2016. Since 2003, Mr. Toporek has served as the Managing General Partner of Brookstone Partners IAC, Inc. (“Brookstone Partners”), a lower middle market private equity firm based in New York and an affiliate of Brookstone Partners Acquisition XXIV, LLC (“Brookstone XXIV”). Prior to founding Brookstone Partners in 2003, Mr. Toporek was both an active principal investor and an investment banker. Mr. Toporek began his career in Chemical Banking Corporation’s Investment Banking Group, later joining Dillon, Read and Co., which became UBS Warburg Securities Ltd. during his tenure, and SG Cowen & Co. Mr. Toporek currently serves as Chairman of the board of directors of Capstone Holding Corp. Mr. Toporek has a B.A. in Economics and an M.B.A. from the University of Chicago in Finance/Accounting. Mr. Toporek brings strategic and financial expertise to the Board as a result of his experience with Brookstone Partners, which the Board believes qualifies him to serve as a director.

Daniel Golding has been nominated for election to the Board as a Class III director. Mr. Golding has served as Chief Technology Officer and Managing Partner at Appleby Strategy Group since November 2023. Prior to such role, Mr. Golding served as Managing Director, Global Infrastructure for Google from November 2014 to October 2023. Mr. Golding's career is focused on building Internet, Cloud, And AI infrastructure for enterprises, colocation providers, hyperscale clouds, and the emerging AI ecosystem. Mr. Golding has a Bachelor of Engineering Degree from Auburn University, and a Master of Science Degree in Telecommunications Engineering from George Mason University. Mr. Golding is a graduate of the US Navy's Nuclear Power School. Mr. Golding brings a level of expertise in data center and network engineering, business development, and operations, which the Board believes qualifies him to serve as a director.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE CLASS III DIRECTOR NOMINEES.