DEF 14A of Terawulf Inc.
Filed Mar 20, 2024 · FY20230001083301-24-000075
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Under the Company’s amended and restated bylaws (the “bylaws”) and an amended and restated certificate of incorporation (the “certificate of incorporation”), the Board of Directors shall consist of not less than three (3) nor more than ten (10) members, which number is determined by resolution of the Board of Directors. Directors are elected at each annual meeting of stockholders by the plurality of the votes cast. Except for directors elected by the holders of any series of preferred stock, any director or the entire Board may be removed from office at any time, with or without cause, but only by the affirmative vote of a majority of the total voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. Newly created directorships resulting from any increase in our authorized number of directors or any vacancies in our Board of Directors resulting from death, resignation, retirement, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director. The Board of Directors currently consists of nine directors. All nominees for directors are members of the current Board of Directors. If any nominee for election to the Board of Directors should be unable or unwilling to accept nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors or the number of directors constituting the Board of Directors may be reduced in accordance with the Company’s certificate of incorporation and bylaws. The Board of Directors recommends that the stockholders vote FOR the election of the nominees for directors listed below.
THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS The following table sets forth certain information about our directors as of the date of this proxy statement.
THE BOARD OF DIRECTORS
| Name | Age | Position | | Paul Prager | 65 | Co-Founder, Chairman of the Board of Directors and Chief Executive Officer | | Nazar Khan | 47 | Co-Founder, Chief Operating Officer, Chief Technology Officer and Executive Director | | Kerri Langlais | 48 | Chief Strategy Officer and Executive Director | | Michael Bucella | 37 | Director | | Walter Carter | 64 | Director | | Amanda Fabiano | 37 | Director | | Christopher Jarvis | 61 | Director | | Catherine Motz | 52 | Director | | Steven Pincus | 65 | Director | | Lisa Prager | 67 | Director |
THE BOARD OF DIRECTORS
Paul Prager has been the Co-Founder, Chairman of the Board of Directors, and Chief Executive Officer of the Company since February 2021. In 1990, Mr. Prager founded and has since been the President of Beowulf Electricity & Data Inc. (“Beowulf”), a private energy and digital infrastructure company, and its predecessor companies. He also founded Brooklyn Marine & Oil LLC (a shipowner and operator) and was previously the Chief Executive Officer of Direct Gas. Mr. Prager is a graduate of the U.S. Naval Academy and is a member of the investment committee and trustee of the U.S. Naval Academy Foundation. Mr. Prager has valuable experience leading organizations and a strong operational and strategic background with significant experience in power generation, infrastructure development, commodity trading and international shipping. Nazar Khan is the Co-Founder, Chief Operating Officer and Chief Technology Officer of the Company and has also served on the Board of Directors since February 2021. As the Chief Operating Officer and Chief Technology Officer, Mr. Khan oversees the development and implementation of TeraWulf’s day-to-day operations, including hardware procurement, site evaluation, infrastructure buildout and identification of future growth opportunities. As the Chief Technology Officer, Mr. Khan is responsible for TeraWulf’s technology resources and identifies the technologies to improve the efficiency of TeraWulf’s bitcoin mining business. From January 2002 to February 2021, Mr. Khan served as the Executive Vice President of Beowulf, where he led the firm’s acquisition and development efforts. Prior to Beowulf, Mr. Khan worked at Evercore Partners Inc. in both investment banking and private equity. Mr. Khan received a B.S. and a B.A. from the University of Pennsylvania. Mr. Khan brings tremendous experience in energy infrastructure and cryptocurrency mining to the Board of Directors and has led TeraWulf’s business strategy since its inception. Kerri Langlais has been the Chief Strategy Officer of TeraWulf since February 2021 and has also served on the Board of Directors since March 2022, where she is responsible for the development and implementation of the Company’s overall corporate strategy, business development, strategic partnerships and growth initiatives. From July 2010 to February 2021, Ms. Langlais served as an executive at Beowulf, where she led the firm’s M&A and financing efforts. Prior to Beowulf, Ms. Langlais spent nearly a decade in the Investment Banking Division at Goldman Sachs, where she was most recently in the Natural Resources advisory group in New York. Ms. Langlais also worked at Harvard University, where she provided advisory services to the university’s overall financial strategy and planning. Ms. Langlais received a B.A. in finance and graduated with honors from Boston College. Ms. Langlais brings more than 20 years of M&A, financing, strategy and power sector experience to the Board of Directors. Michael Bucella has been a member of the Board of Directors since March 2022. Mr. Bucella was most recently a Partner and Global Head of Strategic Partnerships at BlockTower Capital, an institutional cryptocurrency investment firm bringing professional trading and portfolio management to an emerging digital asset class, since October 2017. Prior to joining BlockTower, Mr. Bucella spent nearly a decade with Goldman Sachs in a variety of roles, where he most recently ran the Multi-Asset Sales & Trading business in Canada and led efforts to expand this strategy globally and previously led the Institutional Global Equities business in Canada. Mr. Bucella is a graduate of Fordham University and currently a member of the Fordham University President’s Council. Mr. Bucella earned a B.S. in Finance, Economics & Accounting from Fordham University. Mr. Bucella brings extensive capital markets experience, institutional knowledge and deep experience in the digital asset space to the Board of Directors. Walter “Ted” Carter has been a member of the Board of Directors since November 2021. Mr. Carter was appointed as president of The Ohio State University on August 22, 2023. Prior to this appointment, he was the president of the University of Nebraska since January 2020, after retiring as Vice Admiral following 38 years of service in the U.S. Navy. Most recently from July 2014 until July 2019, Mr. Carter served as Superintendent of the U.S. Naval Academy, his alma matter. Under his leadership, the U.S. Naval Academy reached the No. 1 public school ranking by Forbes and expanded academic opportunity and diversity. Mr. Carter is a Distinguished Flying Cross and Bronze Star recipient. He graduated from the Navy Fighter Weapons School (Top Gun) in Miramar, California, and was commander for the Carrier Strike Group Twelve, in which he commanded 20 ships, two nuclear-powered aircraft carriers and two carrier air wings that were deployed to Afghanistan in the Arabian Gulf. He is a naval flight officer with more than 6,300 flying hours and has completed 2,016 carrier-arrested landings, an American record. Mr. Carter’s extensive leadership background brings a strong commitment to corporate ethics, values and business practices to the Board of Directors. Amanda Fabiano has been a member of the Board of Directors since January 2024. Ms. Fabiano established the bitcoin mining advisory firm, Fabiano Consulting, in 2023. Previously, Ms. Fabiano was the founding member of cryptocurrency financial services firm Galaxy Digital Holdings’ (TSX: GLXY) proprietary bitcoin mining business, where she spearheaded Galaxy’s acquisition of Helios from Argo Blockchain in December 2022. Prior to Galaxy, Ms. Fabiano served as Director of Bitcoin Mining at Fidelity Investments from 2014. Ms. Fabiano previously served on the boards of Compass Mining and Aspen Creek Digital Corporation and has had her work featured in various publications, such as CNBC, Forbes, Bloomberg and CoinDesk. Ms. Fabiano holds a bachelor’s degree in Sociology, with a concentration in Criminal Justice from the University of Massachusetts. Christopher Jarvis has been a member of the Board of Directors since January 2024. Mr. Jarvis currently serves as a Senior Business Development Analyst at Lockheed Martin Corporation supporting the cybersecurity development and strategy execution for Navy communications initiatives, space-based ground architecture, and launch platforms. Prior to joining Lockheed Martin in 2019, Mr. Jarvis spent 34 years in the U.S. Intelligence Community. He was a member of the Senior Executive Service (SES) and held key leadership positions within the National Geospatial-Intelligence Agency (NGA). During his time with the NGA, Mr. Jarvis was the senior leader assigned to the U.S. Southern Command, the Federal Bureau of Investigation (FBI) and the Director of Expeditionary Operations. In each role, he was responsible for the worldwide deployments of personnel, technology and logistics. Mr. Jarvis holds a master’s degree from the Joint Military Intelligence College.
THE BOARD OF DIRECTORS
Catherine “Cassie” Motz has been a member of the Board of Directors since November 2021. Since January 2014, Ms. Motz has been the Executive Director of the CollegeBound Foundation in Baltimore, a nonprofit focused on helping Baltimore City students matriculate to college. Ms. Motz previously served on the University System of Maryland Board of Regents from June 2014 through March 2015 and as a Deputy Chief of Staff to Maryland Governor Martin O’Malley. She also served as Deputy Legal Counsel to Governor O’Malley and as the Interim Director of the Governor’s Office for Children. Earlier in her career as an Assistant U.S. Attorney, Ms. Motz prosecuted homicide and domestic violence cases and argued appellate cases in federal and local courts. She later served as a Deputy Attorney General for the District of Columbia government, representing the city’s child welfare and mental health agencies. Ms. Motz also taught as an adjunct professor at the University of Maryland School of Law. Ms. Motz graduated summa cum laude from Dartmouth College with a B.A. in history and earned a J.D. from Yale Law School. Ms. Motz brings extensive leadership and public policy experience to the Board of Directors. Her distinguished career in both non-profit and government helps the Company execute its strategy of sustainable growth and community impact. Steven Pincus has been a member of the Board of Directors since November 2021. Mr. Pincus served as an Executive Vice President with global insurance company Willis Towers Watson since April 2002 and was the Global Head of Broking for the firm’s FINEX business until August 2022. Most recently, he served as Executive Vice President of Willis Towers in Corporate Risk and Broking until his recent retirement in 2023. With over 40 years of experience, Mr. Pincus has extensive expertise in the energy and high-tech sectors. Mr. Pincus began his career at AIG and held senior roles at Johnson & Higgins and Aon. Mr. Pincus served on the board of The Storefront Academy, a tuition-free private school in Harlem, New York. He received his BSBA in economics from the University of Arizona. Mr. Pincus brings substantial risk management, financial oversight and operational expertise to the Board of Directors. Lisa Prager has been a member of the Board of Directors since November 2021. Ms. Prager serves as the General Counsel and Executive Vice President of the Agricultural Bank of China - New York Branch, an international commercial bank and financial services provider, since September 2017. Prior to joining the Agricultural Bank of China and through August 2017, Ms. Prager was a partner in law firms where she focused on government investigations. Prior to entering private practice, Ms. Prager was a federal prosecutor in the U.S. Attorney’s Office for the District of Columbia and Acting Assistant Secretary and Deputy Assistant Secretary for Export Enforcement at the U.S. Department of Commerce’s Bureau of Industry and Security. As an Assistant U.S. Attorney, Ms. Prager handled federal cases involving terrorism, wire and mail fraud, economic espionage, and export control violations, among other matters. Ms. Prager received a B.A. from Yale University and J.D. from Western New England University School of Law. Ms. Prager brings broad legal, compliance and regulatory expertise to the Board of Directors.
Summary Compensation Table
Summary Compensation Table The following table sets forth compensation information for our named executive officers for services performed for the Company and its subsidiaries for the fiscal year ended December 31, 2023:
Summary Compensation Table for 2023
Summary Compensation Table for 2023
Summary Compensation Table for 2023
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Paul Prager, Chief Executive Officer and Chairman of the Board of Directors | 2023 | 950,545 | 1,425,000 | — | 18,633 | 2,394,178 | | | 2022 | 959,818 | 1,425,000 | — | 17,355 | 2,402,173 | | | 2021 | 612,248 | — | — | 12,980 | 625,228 | | Patrick Fleury, Chief Financial Officer | 2023 | 390,907 | 400,000 | 724,880 | 377 | 1,516,164 | | | 2022 | 215,803 | 175,000 | 3,300,000 | 251 | 3,691,054 | | Kerri Langlais, Chief Strategy Officer and Director | 2023 | 401,055 | 400,000 | 724,880 | 17,630 | 1,543,565 | | | 2022 | 400,591 | 200,000 | — | 17,244 | 617,835 | | | 2021 | 261,789 | — | — | 12,222 | 274,011 |
Summary Compensation Table for 2023
__________________________________ (1)The amounts shown in this column for Mr. Prager include amounts ($474,999 and $219,230, in 2023 and 2022, respectively) that he voluntarily elected to defer receipt to a later year. (2)No annual cash bonuses were paid for fiscal year 2021. (3)Represents the aggregate grant date fair value of the restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) granted in 2023 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation, which, for PSU awards, is based on the probable outcome of the performance conditions. On March 4, 2023, Mr. Fleury and Ms. Langlais were granted awards under our 2021 Plan as follows: Mr. Fleury was granted 800,000 RSUs and 1,200,000 PSUs; and Ms. Langlais was granted 800,000 RSUs and 1,200,000 PSUs. See Notes 2 and 16 to our consolidated financial statements included in our Annual Report for the assumptions made in determining these values. The value for each PSU award, as of the grant date, assuming the maximum level of performance, is $782,160 for each of Mr. Fleury and Ms. Langlais. There can be no assurance that these grant date fair values will ever be realized by the named executive officers. (4)Amounts reported in the Summary Compensation Table for 2023 as “All Other Compensation” for fiscal year 2023 include the following: for Mr. Prager: employer matching contributions to a defined contribution plan of $16,500 and life insurance premiums of $2,133; for Mr. Fleury: life insurance premiums of $377; and for Ms. Langlais: employer matching contributions to a defined contribution plan of $16,500 and life insurance premiums of $1,130. On two occasions in 2023, family members or guests of Mr. Prager accompanied him on business trips on a Company-leased aircraft. In those instances, there was no incremental cost to the Company, and as a result, no amount is reflected in the table.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table shows all outstanding Company equity awards held by our named executive officers as of the fiscal year ended December 31, 2023:
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Paul Prager(1) | — | — | — | — | | Patrick Fleury | 750,000(2) | 1,800,000(3) | — | — | | | 400,000(4) | 960,000(3) | — | — | | | — | — | 400,000(5) | 960,000(3) | | Kerri Langlais | 400,000(4) | 960,000(3) | — | — | | | — | — | 400,000(5) | 960,000(3) |
Outstanding Equity Awards at Fiscal Year End
__________________________________ (1) As of December 31, 2023, Mr. Prager did not hold any outstanding equity awards. (2) This award of RSUs vests 25% on each of the first two anniversaries of May 16, 2022 and 50% on the third anniversary of May 16, 2022. (3) The market values shown above are based on the $2.40 closing market price of our common stock on the last trading day of fiscal year 2023, December 29, 2023. (4) This award of RSUs vests 50% on each of the first two six-month anniversaries of March 4, 2023. (5) Pursuant to a grant of 1,200,000 PSUs on March 4, 2023, this amount represents the remaining unvested tranche of PSUs that would vest on the first day the average closing price per share for the prior 45 trading days equals or exceeds $3.50. All of the PSUs will be forfeited if the performance targets are not achieved within three years of the grant date. In accordance with SEC rules, because the PSUs only provide for a single possible performance result, we have shown the number of shares that could be earned.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following summaries describe the potential payments and benefits that we would provide to our named executive officers in connection with a termination of employment and/or a change in control, assuming the applicable triggering event occurred on December 31, 2023.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table The following table sets out information regarding fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 in satisfaction of Item 402(v) of Regulation S-K, which requires disclosure regarding executive “compensation actually paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO 1 (Paul Prager) | CAP to PEO 1 (Paul Prager) | Summary Compensation Table Total for PEO 2 (Glenn Sandgren) | CAP to PEO 2 (Glenn Sandgren) | Average Summary Compensation Table Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Loss | | | (1) | (2) | (1) | (2) | (3) | (4) | (5) | (6) | | 2023 | $2,394,178 | $2,394,178 | — | — | $1,529,864 | $5,370,434 | $24.07 | $(73,421,000) | | 2022 | $2,402,173 | $2,402,173 | — | — | $2,424,466 | $712,106 | $6.68 | $(90,791,000) | | 2021 | $625,228 | $625,228 | $964,343 | $820,233 | $405,734 | $405,734 | $150.96 | $(95,683,000) |
Pay Versus Performance Table
__________________________________ (1)The dollar amounts reported in this column are the amounts of total compensation reported for our Principal Executive Officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table, which for 2023 and 2022, includes our current PEO Paul Prager (PEO 1), and for 2021, includes our current PEO Paul Prager (PEO 1) and former PEO Glenn Sandgren (PEO 2). (2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, which for 2023 and 2022, includes our current PEO Paul Prager, and for 2021, includes our current PEO Paul Prager and former PEO Glenn Sandgren (PEO 2). The dollar amounts do not reflect the actual amount of compensation earned by or paid to such executives during the applicable year. No adjustments were made to Mr. Prager’s compensation reported in the “Total” column of the Summary Compensation Table as no equity compensation was granted to or outstanding for Mr. Prager during 2023, 2022 and 2021. No adjustments were made to Mr. Sandgren’s compensation reported in the “Total” column of the Summary Compensation Table for the fair value at year-end of his outstanding and unvested equity awards granted in 2021 as such awards were canceled and settled/exercised in connection with the Company’s completion of its business combination, including the related mergers, with IKONICS on December 13, 2021 and, as a result, such values were already included in Mr. Sandgren’s compensation reported in the “All Other Compensation” and “Total” columns of the Summary Compensation Table for the fiscal year 2021 as disclosed in the Company’s 2022 proxy statement. (3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO named executive officers (“Non-PEO NEOs”) as a group in the “Total” column of the Summary Compensation Table in each applicable year. For purposes of calculating the average amounts in each applicable year, the names of each of the Non-PEO NEOs included are as follows: (a) for 2023: Patrick Fleury and Kerri Langlais; (b) for 2022: Patrick Fleury and Kenneth Deane; and (c) for 2021: Nazar Khan, Kerri Langlais, Claude Piguet and Kenneth Hegman. (4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group in the applicable year as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the average total compensation for the Non-PEO NEOs as a group for 2023 to determine the compensation actually paid.
Pay Versus Performance Table
| | Non-PEO NEOs | | Fiscal Year | 2023 | | Average Total from Summary Compensation Table | $1,529,864 | | (-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (724,880) | | (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,432,000 | | (+) Fair Value at Vesting Date of Option Awards and Stock Awards Granted and Vested in Fiscal Year | 2,370,000 | | (+) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 650,400 | | (+) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 113,050 | | Average Compensation Actually Paid | $5,370,434 |
Pay Versus Performance Table
(5)Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The Company did not declare dividends for the fiscal years ended December 31, 2023 and 2022 and the period from February 8, 2021 (date of inception) to December 31, 2021. (6) Dollar amounts reported in this column represent the amount of net loss reflected in the Company’s audited consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 and the period from February 8, 2021 (date of inception) to December 31, 2021.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Compensation of Directors
Compensation of Directors Consistent with our non-employee director compensation policy, each of our non-employee directors will receive, as applicable, an annual director fee, fees for serving as the lead independent director or chair of a committee and equity awards in connection with his or her services. In addition, each director is reimbursed for out-of-pocket expenses in connection with his or her services. As employees of the Company, Mr. Prager and Ms. Langlais do not receive any additional compensation for their services on our Board of Directors. Our current non-employee director compensation program has two components: (1) a cash component, designed to compensate members for their service on our Board of Directors and its committees and (2) an equity component, designed to align the interests of our directors and stockholders and, by vesting over time, to create an incentive for continued service on our Board of Directors. The following table describes the compensation arrangements with our non-employee directors effective for fiscal year 2023:
Director Compensation Table for 2023
Director Compensation Table for 2023 During fiscal year 2023, our directors received annual grants of RSU awards with grant date values in the following amounts in accordance with the terms of our non-employee director compensation policy: $90,000 for all our directors, except for Mr. Pincus, who received $115,000 as lead independent director. The RSUs vest on the first anniversary of the grant date, subject to the director’s continued service with the Company through each vesting date. The table below summarizes compensation provided to each non-employee director for services provided during fiscal year 2023.
Director Compensation Table for 2023
| Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Walter Carter | 85,000 | 90,001 | 175,001 | | Catherine Motz | 60,000 | 90,001 | 150,001 | | Jason New(1) | 60,000 | 90,001 | 150,001 | | Steven Pincus | 105,365 | 115,002 | 220,367 | | Lisa Prager | 64,635 | 90,001 | 154,636 | | Michael Bucella | 60,000 | 90,001 | 150,001 |
Director Compensation Table for 2023
________________________________ (1)Mr. New resigned from our Board of Directors effective as of December 31, 2023. On January 12, 2024, our Board of Directors appointed Amanda Fabiano and Christopher Jarvis effective immediately. (2)Amounts set forth in this column represent the aggregate dollar amount of all fees earned or paid in cash for services as a director, including basic retainer fees and committee and/or chair fees under our non-employee director compensation program. On March 8, 2023, our Board of Directors modified our non-employee director compensation policy to permit participating directors to elect to receive cash retainers accrued since the beginning of the fourth fiscal quarter of 2022 in shares of our common stock in lieu of cash, with the number of shares of common stock granted to be equal to the applicable cash retainer divided by the fair market value of our common stock on the last trading day of the applicable fiscal quarter, provided, however, that, with respect to cash retainers accrued during the fourth fiscal quarter of 2022, the number of shares of our common stock granted was equal to the applicable cash retainer divided by the greater of (a) the closing price of our common stock on December 30, 2022 and (b) the closing price of our common stock on the date the election was made. All our directors elected to receive their respective cash retainers accrued in each quarter of 2023 in shares of our common stock, except for Mr. New who received cash for services as a director related to the third and fourth quarters of 2023. (3)The amounts set forth in this column represent the aggregate grant date fair value of the RSU awards granted to certain of our directors in 2023 computed in accordance with FASB ASC Topic 718.