DEF 14A of Terawulf Inc.
Filed Apr 28, 2026 · FY20250001083301-26-000077
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. This year, you are voting on the election of nine (9) candidates for 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 of Directors 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 of Directors, or by a sole remaining director. The Board of Directors currently consists of nine (9) directors. The Board of Directors believes that the nominees collectively provide a range of experience and expertise relevant to the Company’s strategy, including energy infrastructure, digital infrastructure, capital markets and large-scale development. 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 as of the date of this proxy statement about our nominees for election as a director.
THE BOARD OF DIRECTORS
| Name | Age | Position | | Paul Prager | 67 | Co-Founder, Chairman of the Board of Directors and Chief Executive Officer | | Nazar Khan | 50 | Co-Founder, Chief Technology Officer and Executive Director | | Kerri Langlais | 49 | Chief Strategy Officer and Executive Director | | Michael Bucella | 39 | Director | | Walter Carter | 66 | Director | | Amanda Fabiano | 39 | Director | | Catherine Motz | 55 | Director | | Steven Pincus | 67 | Director | | Lisa Prager | 69 | 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 was a member of the investment committee and trustee of the U.S. Naval Academy Foundation until 2025. 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. Mr. Prager’s experience in power generation, infrastructure development and capital deployment supports the Company’s strategy of developing large-scale digital infrastructure platforms. Nazar Khan is the Co-Founder and Chief Technology Officer of the Company and has served on the Board of Directors since February 2021. He also served as the Company’s Chief Operating Officer from February 2021 through December 2024. Mr. Khan oversees the Company’s technology strategy and infrastructure development, including site evaluation, data center design and the deployment of large-scale HPC capacity. 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 digital infrastructure platform. 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, cryptocurrency mining and data center operations 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, including 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. Ms. Langlais plays a key role in positioning the Company’s transition toward a contracted digital infrastructure model supporting high-performance computing and artificial intelligence workloads. Michael Bucella has been a member of the Board of Directors since March 2022. He is the Co-Founder and Managing Partner of Neoclassic Capital, a U.S.-based investment firm specializing in early-stage Web3 and cryptocurrency ventures, with a strategic focus on the U.S. and Asia markets. From 2017 until 2022, Mr. Bucella was a General Partner at BlockTower Capital, a multi-strategy digital asset investment firm backed by Andreessen Horowitz and Union Square Ventures. He played a pivotal role in scaling BlockTower from inception to over $1 billion AUM, leading investments across hedge funds, early-stage venture, growth equity, and credit strategies. Prior to BlockTower, Mr. Bucella spent nearly a decade at Goldman Sachs in their New York headquarters, joining the firm’s Asset Management Division (GSAM) in 2008, before moving to the firm’s Securities Division in 2010, where he held key leadership positions across the US and Canadian business. He left the firm in 2017 to pursue crypto full-time. Mr. Bucella earned a BS in Finance, Economics & Accounting from Fordham University. Mr. Bucella brings experience across capital markets, digital infrastructure and emerging technologies, including investment experience in digital asset and infrastructure-related businesses. Walter “Ted” Carter has been a member of the Board of Directors since November 2021. From August 2023 until March 2026, Mr. Carter was the president of The Ohio State University. Previously, 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. From July 2014 until July 2019, Mr. Carter served as Superintendent of the U.S. Naval Academy, his alma mater. 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 brings extensive leadership experience across large, complex organizations, including operational execution, talent development and institutional governance, which supports the Company’s growth and organizational scaling. Amanda Fabiano has been a member of the Board of Directors since January 2024. Mrs. Fabiano is the Chief Operating Officer of Nakamoto Holdings Inc, a digital infrastructure investment and operating platform. She is also a co-founder of Second Gate Advisory, a boutique firm offering strategic advisory services to growth-stage digital infrastructure companies. Previously, Mrs. Fabiano was the Head of Mining at Galaxy Digital Holdings (TSX: GLXY), where she led the development and scaling of large-scale data center infrastructure and oversaw strategic transactions, including the acquisition of the Helios facility from Argo Blockchain in December 2022. Prior to Galaxy, Mrs. Fabiano served as Director of Bitcoin Mining at Fidelity Investments, where she was responsible for building and operating institutional-scale infrastructure initiatives. Mrs. Fabiano holds a bachelor’s degree in Sociology, with a concentration in Criminal Justice from the University of Massachusetts. Ms. Fabiano brings significant experience in infrastructure development, operations and capital deployment, which supports the Company’s strategy to develop and operate large-scale digital infrastructure platforms.
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. Ms. Motz brings significant experience across government, legal and nonprofit leadership, including deep expertise in public policy, regulatory matters and community engagement. Her background supports the Company’s ability to navigate complex regulatory frameworks and execute large-scale infrastructure development in partnership with local stakeholders. 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 retirement in January 2024. 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 significant experience in legal, regulatory and compliance matters, as well as government and financial services expertise, which supports the Company’s operations in complex regulatory environments and its engagement with global counterparties.
Pay for Performance Alignment
Pay for Performance Alignment The Company’s executive compensation program is designed to align compensation outcomes with Company performance and long-term stockholder value creation. Compensation outcomes for 2025 reflect the Company’s continued execution of its strategy to transition toward a contracted, infrastructure-based HPC business model, including the execution of long-term customer agreements and advancement of its data center development pipeline. For 2025, the Compensation Committee evaluated performance across a range of strategic, operational and financial factors, including: •Execution of large-scale, long-term customer contracts, including the Company’s initial hyperscale HPC leasing agreements. •Advancement and delivery of data center infrastructure, including energization of initial HPC capacity and progress across multiple development sites. •Capital formation and financing execution to support long-term infrastructure buildout. •Progress in transitioning the Company’s revenue profile toward contracted, credit-enhanced HPC revenues. Annual cash incentive awards are determined based on Company performance and individual contributions. These awards are not determined pursuant to a strict formula, but rather they reflect the Compensation Committee’s judgment after taking into account the aforementioned factors. A significant portion of executive compensation is delivered through long-term equity awards, including RSUs and PSUs. These awards are intended to align executive interests with stockholder value creation over time and support retention through multi-year vesting schedules. The Compensation Committee believes this approach is appropriate given the Company’s development-oriented business model.
Compensation Consultant
Compensation Consultant To ensure an objective approach, the Compensation Committee engages an independent compensation consultant for executive compensation advisory services. During fiscal 2025, the Compensation Committee transitioned its independent compensation consultant from Compensia, Inc. to Lyons, Benenson & Company Inc. Neither firm provided additional services to the Company in fiscal 2024. Lyons Benenson now serves as the Committee’s sole independent compensation consultant and provides guidance on executive compensation design, market benchmarking and governance practices. The Compensation Committee assessed the independence of Lyons Benenson in accordance with applicable SEC and Nasdaq rules and determined that no conflicts of interest exist.
Peer Group Development
Peer Group Development The Compensation Committee reviews compensation practices of companies it considers to be relevant peers as part of its evaluation of executive compensation. As the Company’s business continues to evolve, the Compensation Committee, with the assistance of Lyons Benenson, has begun refining its peer framework to reflect companies with characteristics the Compensation Committee considers relevant, including: •Companies with large-scale data center or digital infrastructure operations •Businesses with significant power or energy infrastructure exposure •Companies with generally comparable revenues, market capitalizations and growth profiles The Compensation Committee uses peer data as a reference point but does not rely on benchmarking as the sole determinant of compensation decisions.
Compensation Programs Pay Mix
Compensation Programs Pay Mix The charts below present the allocation between fixed and variable compensation components for our NEOs for fiscal 2025, including base salary, annual cash bonuses and long-term equity awards (based on grant date fair value). The Compensation Committee considers the relative allocation between cash and equity compensation, as well as between fixed and variable compensation, in light of market practices, Company performance and the need to balance short-term incentives with long-term alignment to stockholder value. No single factor is determinative, and the Compensation Committee retains discretion in making these determinations.
Compensation Element: Annual Cash Bonuses
Compensation Element: Annual Cash Bonuses Annual cash bonuses are awarded at the discretion of the Compensation Committee and are intended to reflect Company performance and individual contributions for the applicable year. In evaluating performance for fiscal 2025, the Compensation Committee considered a range of factors, including financial results, operational performance and execution of strategic initiatives. These included, among other things, capital formation activities, development and commercialization of infrastructure assets and execution of strategic transactions. While target bonus opportunities are set forth in employment agreements, actual bonus determinations are not formulaic and may differ from target based on the Compensation Committee’s assessment of Company and individual performance. Payment of bonuses is generally subject to continued employment through the payment date. The 2025 annual target bonus opportunities for each NEO were as follows:
Compensation Element: Annual Cash Bonuses
| Name | 2024 Target Bonus Opportunity (% Base Salary) | 2025 Target Bonus Opportunity (% Base Salary) | 2025 Target Bonus ($)(1) | | Paul Prager | 150% | 150% | 1,500,000 | | Patrick Fleury | 50% | 85% | 425,000 | | Kerri Langlais | 50% | 85% | 425,000 | | Nazar Khan | 100% | 100% | 750,000 | | William Tanimoto | 20% | 50% | 150,000 | | Kenneth Deane | 25% | —% | — |
Compensation Element: Annual Cash Bonuses
(1) Although each of our NEOs have target bonus amounts set forth in their respective employment agreements, the actual bonus amounts payable to the NEOs are discretionary and not formulaically determined, and take into account both objective and subjective performance factors as determined by the Compensation Committee, generally subject to continued employment through the payment date. As disclosed in the Summary Compensation Table, actual bonus amounts for fiscal 2025 reflect the Compensation Committee’s evaluation of performance during the year, including consideration of significant strategic and financing activities.
Compensation Element: Long-Term Equity Based Incentives
Compensation Element: Long-Term Equity Based Incentives Long-term equity-based compensation is a key component of the Company’s executive compensation program and is intended to align the interests of executives with those of stockholders and support retention. Equity awards are granted under the Company’s 2021 Plan and may include RSUs, PSUs and, in certain cases, restricted stock awards. The Compensation Committee determines the size and form of equity awards in consultation with its compensation consultant Lyons Benenson, taking into account the executive’s role, market data, retention considerations and Company performance. RSUs generally vest over multi-year periods based on continued service, while PSUs vest based on the achievement of specified performance parameters, including stock price hurdles. The Compensation Committee believes that a mix of time-based and performance-based awards provides an appropriate balance between retention and performance alignment During fiscal 2025, the Company granted equity awards in connection with annual compensation, as well as certain restricted stock awards in connection with the achievement of strategic milestones. These awards were designed to recognize performance and reinforce retention during a period of significant Company activity. The fiscal 2025 long-term equity awards are summarized below. The terms of these awards, including vesting conditions and transfer restrictions, are described in the accompanying footnotes:
Compensation Element: Long-Term Equity Based Incentives
| Name / Title | PSUs Stock Price(1) (#) | RSUs Pro-Rata(2) (#) | Vested Restricted Stock(3) (#) | | Paul Prager CEO and Chairman of the Board of Directors | 1,000,000 | 2,500,000 | 1,100,000 | | Patrick Fleury CFO | — | 1,500,000 | 1,000,000 | | Kerri Langlais CSO and Director | — | 1,500,000 | 1,000,000 | | Nazar Khan CTO and Director | 800,000 | 2,000,000 | 1,000,000 | | William Tanimoto CAO | — | 75,000 | — | | Kenneth Deane Former CAO and Treasurer | — | 80,000 | — |
Compensation Element: Long-Term Equity Based Incentives
(1) These PSUs vest only upon the achievement of specified stock price hurdles during a three year performance period, subject to continued employment through the applicable vesting date: (i) one-half (1/2) of the PSUs vest upon achievement by the Company of a Stock Price Hurdle equal to $6.00 per share or greater; and (ii) one-half (1/2) of the PSUs vest upon achievement by the Company of a Stock Price Hurdle equal to $6.50 per share or greater. The “Stock Price Hurdles” require an average closing price of common stock of the Company on the NASDAQ calculated over the forty-five (45) consecutive trading days immediately preceding the applicable determination date. All of the applicable Stock Price Hurdles for these 2025 PSUs were achieved as of September 8, 2025. (2) These RSUs vest 33% on the first three anniversaries of the respective grant date, subject to continued employment through the applicable vesting date. In connection with Mr. Deane’s resignation, his underlying award agreement was modified so any unvested RSUs remain outstanding and and continue to vest and settle based on the original vesting schedule as if Mr. Deane remained employed through the relevant vesting dates. (3) The vested shares of restricted stock are not assignable, saleable or transferable by the recipient NEO until the 12-month anniversary of the grant date.
Summary Compensation Table
Summary Compensation Table The following table sets forth compensation information for our NEOs for services performed for the Company and its subsidiaries for the fiscal year ended December 31, 2025:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Paul Prager, Chief Executive Officer and Chairman of the Board of Directors | 2025 | 1,000,372 | 15,000,000 | 23,151,000 | 259,633 | 39,411,005 | | | 2024 | 960,112 | 1,500,000 | 4,433,145 | 19,383 | 6,912,640 | | | 2023 | 950,545 | 1,425,000 | — | 18,633 | 2,394,178 | | Patrick Fleury, Chief Financial Officer | 2025 | 500,372 | 7,000,000 | 12,600,000 | 33,377 | 20,133,749 | | | 2024 | 419,727 | 1,500,000 | 7,761,281 | 377 | 9,681,385 | | | 2023 | 390,907 | 400,000 | 724,880 | 377 | 1,516,164 | | Kerri Langlais, Chief Strategy Officer and Director | 2025 | 500,372 | 7,000,000 | 12,600,000 | 88,630 | 20,189,002 | | | 2024 | 419,727 | 1,400,000 | 7,761,281 | 18,380 | 9,599,388 | | | 2023 | 401,055 | 400,000 | 724,880 | 17,630 | 1,543,565 | | Nazar Khan, Chief Technology Officer and Director | 2025 | 750,372 | 10,000,000 | 19,176,000 | 133,077 | 30,059,449 | | | 2024 | 508,188 | 750,000 | 4,850,516 | 18,380 | 6,127,084 | | William Tanimoto, Chief Accounting Officer | 2025 | 245,795 | 180,000 | 612,900 | 12,358 | 1,051,053 | | Kenneth Deane, Former Chief Accounting Officer and Treasurer | 2025 | 175,124 | — | 436,800 | 16,184 | 628,108 | | | 2024 | 325,496 | 350,000 | 478,780 | 18,781 | 1,173,057 | | | 2023 | 325,699 | 162,500 | 144,976 | 18,494 | 651,669 |
Summary Compensation Table
________________________________ (1) The amount shown in this column for Mr. Prager includes $474,999 in 2023 that he voluntarily elected to defer receipt to a later year. (2) Represents the aggregate grant date fair value of the restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) granted in 2025 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. See Note 4 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 $5,245,000 for Mr. Prager and $4,196,000 for Mr. Khan. (3) Amounts reported in the Summary Compensation Table for 2025 as “All Other Compensation” for fiscal year 2025 include the following: for Mr. Prager: employer matching contributions to a defined contribution plan of $17,500, life insurance premiums of $2,133 and fees for concierge medical services of $240,000; for Mr. Fleury: life insurance premiums of $377 and fees for concierge medical services of $33,000; for Ms. Langlais: employer matching contributions to a defined contribution plan of $17,500, life insurance premiums of $1,130 and fees for concierge medical services of $70,000; for Mr. Khan: employer matching contributions to a defined contribution plan of $11,947, life insurance premiums of $1,130 and fees for concierge medical services of $120,000; for Mr. Tanimoto: employer matching contributions to a defined contribution plan of $11,804 and life insurance premiums of $554; and for Mr. Deane: employer matching contributions to a defined contribution plan of $12,894 and life insurance premiums of $3,290. On ten occasions in 2025, family members or guests of Mr. Prager accompanied him on business trips on a Company-leased aircraft. In those instances, there was no incremental cost to the Company, and as a result, no amount is reflected in the table.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table represents all plan-based awards granted to our NEOs as of the fiscal year ended December 31, 2025:
Grants of Plan-Based Awards
| | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards ($)(4) | | Name | Award | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | Paul Prager | PSU(1) | 1/2/2025 | — | 500,000 | 1,000,000 | — | 5,245,000 | | | RSU(2) | 8/1/2025 | | | | 2,500,000 | 11,900,000 | | | Restricted Stock(3) | 1/2/2025 | | | | 1,100,000 | 6,006,000 | | Patrick Fleury | RSU(2) | 8/1/2025 | | | | 1,500,000 | 7,140,000 | | | Restricted Stock(3) | 1/2/2025 | | | | 1,000,000 | 5,460,000 | | Kerri Langlais | RSU(2) | 8/1/2025 | | | | 1,500,000 | 7,140,000 | | | Restricted Stock(3) | 1/2/2025 | | | | 1,000,000 | 5,460,000 | | Nazar Khan | PSU(1) | 1/2/2025 | — | 400,000 | 800,000 | | 4,196,000 | | | RSU(2) | 8/1/2025 | | | | 2,000,000 | 9,520,000 | | | Restricted Stock(3) | 1/2/2025 | | | | 1,000,000 | 5,460,000 | | Will Tanimoto | RSU(2) | 1/2/2025 | | | | 15,000 | 81,900 | | | RSU(2) | 6/24/2025 | | | | 30,000 | 115,200 | | | RSU(2) | 10/16/2025 | | | | 30,000 | 415,800 | | Kenneth Deane | RSU(2) | 1/2/2025 | | | | 80,000 | 436,800 |
Grants of Plan-Based Awards
(1) Represents the number of PSUs-Stock Price that were granted in fiscal 2025 under the 2021 Plan. See “Compensation Discussion and Analysis-Key Components of Executive Compensation-Compensation Element: Long-Term Equity-Based Incentives” for a description of the material terms of these awards. (2) Represents the number of RSUs-Pro-Rata that were granted in fiscal 2025 under the 2021 Plan. See “Compensation Discussion and Analysis-Key Components of Executive Compensation-Compensation Element: Long-Term Equity-Based Incentives” for a description of the material terms of these awards. (3) Represents the number of shares of vested restricted stock that were granted in fiscal 2025 under the 2021 Plan. See “Compensation Discussion and Analysis-Key Components of Executive Compensation-Compensation Element: Long-Term Equity-Based Incentives” for a description of the material terms of these awards. (4) The amounts in this column represent the aggregate grant date fair value of the equity awards calculated in accordance with FASB ASC Topic 718. See footnote 2 to the Summary Compensation Table. See Note 4 to our consolidated financial statements included in our Annual Report for the assumptions made in determining these values.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table shows all outstanding Company equity awards held by our NEOs as of the fiscal year ended December 31, 2025:
Outstanding Equity Awards at 2025 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 ($)(1) | | Paul Prager | 2,500,000(2) | 28,725,000 | | Patrick Fleury | 1,500,000(2) | 17,235,000 | | Kerri Langlais | 1,500,000(2) | 17,235,000 | | Nazar Khan | 2,000,000(2) | 22,980,000 | | William Tanimoto | 114,999(3) | 1,321,339 | | Kenneth Deane | 80,000(4) | 919,200 |
Outstanding Equity Awards at 2025 Fiscal Year End
__________________________________ (1) The market values shown above are based on the $11.49 closing market price of our common stock on December 31, 2025. (2) One-third (1/3rd) of the RSUs granted in 2025 vest on each of the first three anniversaries of the date of grant, August 1, 2025, subject to continued employment at the applicable vesting date. (3) The 6,666 RSUs granted in 2023 vest on August 16, 2026. 16,667 of the RSUs granted in 2024 vested on January 9, 2026 and the remaining 16,666 vest on January 9, 2027. 5,000 of the RSUs granted in 2025 vested on January 2, 2026 and the remaining 70,000 vest on each of the first three anniversaries of the date of grants, January 1, 2025, June 24, 2025, and October 16, 2025. All RSU vesting remains subject to continued employment at the applicable vesting date. (4) One-third (1/3rd) of the RSUs granted in 2025 vest on each of the first three anniversaries of the date of grant, January 2, 2025.
Stock Vested During Fiscal 2025
Stock Vested During Fiscal 2025 The following table provides information concerning the vesting of stock awards during fiscal 2025 on an aggregated basis for each of our NEOs.
Stock Vested During Fiscal 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Paul Prager | 2,600,000 | 18,141,000 | | Patrick Fleury | 1,640,000 | 7,991,400 | | Kerri Langlais | 1,140,000 | 6,231,400 | | Nazar Khan | 2,200,000 | 15,168,000 | | William Tanimoto | 23,334 | 151,638 | | Kenneth Deane | 154,000 | 649,540 |
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 NEOs in connection with a termination of employment and/or a change in control, assuming the applicable triggering event occurred on December 31, 2025.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
| Potential Payments Upon Termination or Change in Control for Paul Prager | | | | | | | | | Involuntary Termination Without Cause/by Executive for Good Reason(1)/Following Change in Control(2) | | Death | | Disability | | | Cash Severance Payment(3) | | 3,000,000 | | 1,500,000 | | 1,500,000 | | Continued Benefits Coverage(4) | 71,860 | | — | | — | | | Acceleration of RSUs(5) | 9,575,008 | | — | | — | | | Acceleration of PSUs | — | | — | | — | | | Total | | 12,646,868 | | 1,500,000 | | 1,500,000 |
Potential Payments Upon Termination or Change in Control
(1) Assumes a qualifying voluntary resignation for good reason or involuntary termination of employment for any reason other than cause, in either case, absent a change-in-control of the Company. (2) Mr. Prager is not entitled to enhanced severance upon a change-in-control of the Company. (3) The amounts in this row are based on Mr. Prager’s (i) continued base salary for 18 months (this is not applicable on death or disability) and (ii) pro-rated target annual bonus in the year of termination. (4) The amounts in this row represent the cost of Mr. Prager’s monthly health care premium under COBRA for an 18-month period. (5) Represents the value associated with the acceleration or continuation of the vesting of equity awards. In the case of RSUs, the value was based on the $11.49 closing market price of our common stock on the last trading day of fiscal year 2025, December 31, 2025. The Company does not maintain a formal severance policy; however, severance benefits have been provided on a case-by-case basis. Mr. Deane departed from his role as TeraWulf’s Chief Accounting Officer and Treasurer effective June 2025. In connection with Mr. Deane’s voluntary resignation, his RSU award award agreement was modified so 80,000 unvested RSUs remain outstanding and continue to vest and settle based on the original vesting schedule as if Mr. Deane remained employed through the relevant vesting dates. Mr. Deane did not receive any severance or other incremental benefits in connection with his departure. Mr. Tanimoto is an at-will employee and has no contractual entitlement to severance benefits.
Potential Payments Upon Termination or Change in Control
| Potential Payments Upon Termination or Change in Control for Patrick Fleury | | | | | | | | | Involuntary Termination Without Cause/by Executive for Good Reason(1)/Following Change in Control(2) | | Death | | Disability | | | Cash Severance Payment(3) | | 925,000 | | 425,000 | | 425,000 | | Continued Benefits Coverage(4) | 33,222 | | — | | — | | | Acceleration of RSUs(5) | 5,745,000 | | — | | — | | | Acceleration of PSUs | — | | — | | — | | | Total | | 6,703,222 | | 425,000 | | 425,000 |
Potential Payments Upon Termination or Change in Control
| Potential Payments Upon Termination or Change in Control for Kerri Langlais | | | | | | | | | Involuntary Termination Without Cause/by Executive for Good Reason(1)/Following Change in Control(2) | | Death | | Disability | | | Cash Severance Payment(3) | | 925,000 | | 425,000 | | 425,000 | | Continued Benefits Coverage(4) | 33,736 | | — | | — | | | Acceleration of RSUs(5) | 5,745,000 | | — | | — | | | Acceleration of PSUs | — | | — | | — | | | Total | | 6,703,736 | | 425,000 | | 425,000 |
Potential Payments Upon Termination or Change in Control
| Potential Payments Upon Termination or Change in Control for Nazar Khan | | | | | | | | | Involuntary Termination Without Cause/by Executive for Good Reason(1)/Following Change in Control(2) | | Death | | Disability | | | Cash Severance Payment(3) | | 1,500,000 | | 750,000 | | 750,000 | | Continued Benefits Coverage(4) | 38,003 | | — | | — | | | Acceleration of RSUs(5) | 7,660,004 | | — | | — | | | Acceleration of PSUs | — | | — | | — | | | Total | | 9,198,007 | | 750,000 | | 750,000 |
Potential Payments Upon Termination or Change in Control
(1) Assumes a qualifying voluntary resignation for good reason or involuntary termination of employment for any reason other than cause, in either case, absent a change-in-control of the Company. (2) The NEOs are not entitled to enhanced severance upon a change-in-control of the Company. (3) The amounts in this row are based on the NEO’s (i) continued base salary for 12 months (this is not applicable on death or disability) and (ii) pro-rated annual bonus in the year of termination. (4) The amounts in this row represent the cost of the NEO’s monthly health care premium under COBRA for a 12-month period. (5) Represents the value associated with the acceleration or continuation of the vesting of equity awards. In the case of RSUs, the value was based on the $11.49 closing market price of our common stock on the last trading day of fiscal year 2025, December 31, 2025.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table The following table sets out information regarding fiscal years ended December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022 and December 31, 2021 in satisfaction of Item 402(v) of Regulation S-K, which requires disclosure regarding executive “compensation actually paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO 1 (Paul Prager) ($) | 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)(4) | (1) | (2) | (3) | (4) | (5) | (6) | | 2025 | 39,411,005 | 60,296,005 | — | — | 14,412,272 | 21,721,855 | 115 | (661,416,000) | | 2024 | 6,912,640 | 13,411,995 | — | — | 6,645,228 | 10,254,041 | 57 | (72,418,000) | | 2023 | 2,394,178 | 2,394,178 | — | — | 1,529,864 | 5,370,434 | 24 | (73,421,000) | | 2022 | 2,402,173 | 2,402,173 | — | — | 2,424,466 | 712,106 | 7 | (90,791,000) | | 2021 | 625,228 | 625,228 | 964,343 | 820,233 | 405,734 | 405,734 | 151 | (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 2025, 2024, 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 2025, 2024, 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 2025: Patrick Fleury, Kerri Langlais, Nazar Khan, Kenneth Deane and William Tanimoto; (b) for 2024: Patrick Fleury, Kerri Langlais, Nazar Khan and Kenneth Deane; (b) for 2023: Patrick Fleury and Kerri Langlais; (c) for 2022: Patrick Fleury and Kenneth Deane; and (d) for 2021: Nazar Khan, Kerri Langlais, Claude Piguet and Kenneth Hegman. (4) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO and average amount of “compensation actually paid” to 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 total compensation for the PEO and the average total compensation for the Non-PEO NEOs as a group for 2025 to determine the compensation actually paid.
Pay Versus Performance Table
| | PEO | Average of Non-PEO NEOs | | Fiscal Year | 2025 | 2025 | | Total from Summary Compensation Table | $39,411,005 | $14,412,272 | | (-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (23,151,000) | (9,085,140) | | (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 28,725,000 | 11,846,190 | | (+) Fair Value at Vesting Date of Option Awards and Stock Awards Granted and Vested in Fiscal Year | 15,386,000 | 4,776,800 | | (+) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | 46,639 | | (+) 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 | (75,000) | (274,906) | | Compensation Actually Paid | $60,296,005 | $21,721,855 |
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, 2025, 2024, 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, 2025, 2024, 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, Mr. Nazar 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 2025:
Director Compensation Table for 2025
Director Compensation Table for 2025 During fiscal year 2025, 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: $200,000 for all our directors, except for Mr. Pincus, who received $225,000 as lead independent director. The RSUs vest on the first anniversary of the grant date, subject to the director’s continued service with the Company through each vesting date. The table below summarizes compensation provided to each non-employee director for services provided during fiscal year 2025.
Director Compensation Table for 2025
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Walter Carter | 115,006 | 200,000 | 315,006 | | Catherine Motz | 108,755 | 200,000 | 308,755 | | Steven Pincus | 140,002 | 225,000 | 365,002 | | Lisa Prager | 90,007 | 200,000 | 290,007 | | Michael Bucella | 90,005 | 200,000 | 290,005 | | Amanda Fabiano | 90,005 | 200,000 | 290,005 | | Christopher Jarvis(4) | 49,620 | — | 49,620 |
Director Compensation Table for 2025
________________________________ (1) 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. All our directors elected to receive certain of their respective cash retainers accrued in each quarter of 2025 in shares of our common stock. (2) 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 2025 computed in accordance with FASB ASC Topic 718. (3) As of December 31, 2025, Messrs. Carter, Bucella and Mses. Motz, Prager and Fabiano each held 56,023 unvested RSUs; Mr. Pincus held 63,026 unvested RSUs; and Mr. Jarvis held 0 unvested RSUs. (4) Christopher Jarvis, who joined the Board of Directors in January 2024, did not stand for reelection at our 2025 Annual Meeting of Stockholders on May 5, 2025.