DEF 14A of Core Scientific, Inc./tx, Mar 28, 2025

DEF 14A of Core Scientific, Inc./tx

Filed Mar 28, 2025 · FY20240001193125-25-065652

Open on EDGAR

  1. INFORMATION REGARDING DIRECTOR NOMINEE AND DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEE AND DIRECTORS The following is a brief biography of our nominee for director and all other directors and a discussion of the specific experience, qualifications, attributes or skills of the nominee that led us to conclude that such person should serve as a director. We believe that, as a whole, the Board of Directors possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director nominee or continuing director is related by blood, marriage, or adoption to any director, executive officer or person chosen to become a director or executive officer. No arrangements or understandings exist between any director nominee or continuing director and any other person pursuant to which such person was selected as a director or nominee. Further, there are no legal proceedings to which any director nominee or continuing director is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  2. Information Regarding Director Nominee

    Information Regarding Director Nominee

  3. Information Regarding Director Nominee

    | | Mr. Sullivan has served on our Board of Directors since January 23, 2024. Mr. Sullivan has served as our President since May 15, 2023 and as our Chief Executive Officer as of August 2, 2023. Prior to joining the Company, from 2017 to 2023, Mr. Sullivan served as Managing Director and Head of Digital Assets and Infrastructure Group at XMS Capital Partners (a financial advisory firm) where he oversaw over $5 billion of transactions. While employed at XMS Capital Partners, Mr. Sullivan represented Power and Digital Infrastructure Acquisition Corporation in its acquisition of Core Scientific Holding Co., a predecessor and its subsidiary entities (collectively, “Legacy Core”) in 2021. He received his B.A. in Financial Economics from the University of Rochester. We believe that Mr. Sullivan’s expertise with respect to the bitcoin mining industry and the operation of our business provide him with the qualifications and skills to serve on our Board of Directors. | | Adam Sullivan President and CEO Age: 33 Director Since: 2024 Committees: N/A | |

  4. Information Regarding Continuing Directors

    Information Regarding Continuing Directors

  5. Directors with Terms Expiring at the 2026 Annual Meeting of Stockholders

    | | Mr. Booth has served on our Board of Directors since January 23, 2024. Mr. Booth is currently an entrepreneur and author of The Price of Tomorrow – Why Deflation is Key to an Abundant Future. From 1999 to 2017, Mr. Booth was Chief Executive Officer and Founder of BuildDirect.com Technologies, Inc. (TSX-V: BILD) a company that connects buyers and sellers of building materials and equipment to simplify the home improvement market. Mr. Booth is a Founding Partner of Ego Death Capital, a partnership of entrepreneurs that invest in other entrepreneurs solving world problems. Mr. Booth’s insights and achievements have earned him the BC Technology Industry Association’s Person of the Year in 2015 and in October 2023, he was honored with induction into the BCTIA’s Hall of Fame. Furthermore, in 2016, he gained recognition from Goldman Sachs, who named him one of the 100 Most Intriguing Entrepreneurs. In addition to his work investing and helping entrepreneurs build on the rails of bitcoin, he is a co-founder of Addy and NocNoc. Mr. Booth also actively serves on the Board of Directors of Fedi, and Breez, in addition to several advisory boards. A dedicated member of the Young Presidents Organization since 2004, he further contributes as a Founding Fellow at the Creative Destruction Lab. We believe Mr. Booth’s entrepreneurial efforts, experience in bitcoin and other technology driven enterprises provide him with the qualifications and skills to serve on our Board of Directors. | | Jeff Booth Independent Director Age: 55 Director Since: 2024 Committees: Compensation Nominating and Corporate Governance | |

  6. Directors with Terms Expiring at the 2026 Annual Meeting of Stockholders

    | | Mr. Weiss has served on our Board of Directors since January 23, 2024. Mr. Weiss is the founder and Chief Investment Officer for Blockchain Investment Group LP, a hedge fund of funds investing exclusively in blockchain assets, since February 2018. Mr. Weiss began his career as a US Government bond trader at Morgan Stanley Dean Witter. After earning his MBA from Columbia Business School, Mr. Weiss joined the Private Equity and Venture Capital Division of GE Capital as a Director in the internet business space. While in this role, Mr. Weiss joined a client company, Internet Capital Group (ICG), as a Director of investments in business-to-business internet companies. Mr. Weiss also served as ICG’s Board of Directors representative for a number of portfolio companies. After ICG, Mr. Weiss served as a founding Principal at Stripes Group, identifying and leading investments in the online direct marketing space. Mr. Weiss has also been an active investor of personal capital in hedge funds and hedge fund of funds for over twenty years and purchased his first bitcoin in December 2013. We believe Mr. Weiss is well suited to serve as a director on our Board of Directors due to his experience with blockchain and digital asset investing and trading markets. | | Eric Weiss Independent Director Age: 54 Director Since: 2024 Committees: Compensation Nominating and Corporate Governance | |

  7. Directors with Terms Expiring at the 2027 Annual Meeting of Stockholders

    | | Mr. Becker has served on our Board of Directors since January 23, 2024. Since 2009, Mr. Becker has served as President, Chief Executive Officer and Director of Green Plains, Inc. (Nasdaq: GPRE), a producer of ethanol, grain handling and storage and related services). Mr. Becker has also previously served as Chief Executive Officer and Director of Green Plains Partners since its formation in 2015 and previously served on the board of directors for Hillshire Brands from 2012 to 2014, where he also served on the audit and compensation committees. He also spent ten years with ConAgra Foods in various management positions, including Vice President of International Trading and Marketing for ConAgra Trade Group and President of ConAgra Canada. Mr. Becker has 36 years of extensive experience in executive management, risk management, hedging and derivatives, supply chain management, M&A, and operations in numerous commodity processing and manufacturing businesses, along with significant international experience in agricultural and energy markets. In addition, he has extensive experience in debt and equity market capital raises, as well as a deep understanding and ability in investor relations and what it takes to attract and retain capital. Mr. Becker earned a master’s degree in finance from the Kelley School of Business at Indiana University and a bachelor’s degree in business administration with an emphasis in Finance from the University of Kansas. We believe that Mr. Becker’s management, finance, and innovation expertise and experience as a director and audit committee member provide him with the qualifications and skills to serve on our Board of Directors. | | Todd Becker Independent Director Age: 59 Director Since: 2024 Committees: Audit | |

  8. Directors with Terms Expiring at the 2027 Annual Meeting of Stockholders

    | | Mr. Levy has served on our Board of Directors since January 23, 2024. Mr. Levy currently serves as Managing Partner of SBNY (an investor in early stage disruptive technology driven companies). Prior to SBNY, Mr. Levy worked as a Partner on the early stage investing team at SoftBank Capital for 16 years. Before SoftBank, Mr. Levy was co-founder and President of ClientLogic and President, co-CEO and co-Chairman of its predecessor companies, UCA (now SITEL Worldwide) and SoftBank Services Group. Mr. Levy was also co-founder of Software Distribution Services (acquired by Ingram Micro, NYSE: INGM) and a founding director at Cobalt Networks (acquired by Sun Microsystems) and GT Interactive (acquired by Atari). Mr. Levy currently serves on the Boards of Directors of BuzzFeed (Nasdaq: BZFD), JackThreads, RebelMouse, Shareablee, SocialFlow, Spanfeller Media, TalkSpace, WildCard and Work Market. Previously, he served on the Board of Directors of Hyperpublic (acquired by Groupon), KickApps (acquired by KIT Digital), OMGPOP (acquired by Zynga), XO Soft (acquired by CA) and ZipList (acquired by Condé Nast). Mr. Levy invested in Buddy Media (acquired by Salesforce.com) and Huffington Post (acquired by AOL). Mr. Levy is the co-founder of Z80 Labs, a startup incubator in Buffalo, and Chairman of the 43North global business plan competition. He is also non-executive Chairman of Synacor (Nasdaq: SYNC) and serves as a Director of COKeM International Ltd. Mr. Levy also served on the Upstate Regional Advisory Board for the Federal Reserve Bank of New York. Mr. Levy is past Chairman of the Erie Canal Harbor Development Corporation, the state agency responsible for the redevelopment of Buffalo’s historic waterfront. He is a trustee of the University of Buffalo Foundation. He served for nine years as a trustee of the Albright-Knox Art Gallery and is past President of the Jewish Federation of Greater Buffalo. Mr. Levy holds a B.A. in Political Science from the State University of New York at Buffalo. We believe Mr. Levy’s service on the boards of other public companies gives him a strong understanding of his role as a member of our Board of Directors and enables him to provide essential strategic and corporate governance leadership to our Board of Directors. Additionally, Mr. Levy’s experience as a venture capital investor, including at the seed stage, enables him to bring to our Board of Directors significant technology experience and insights in evaluating new businesses and products. | | Jordan Levy Independent Director Age: 69 Director Since: 2024 Committees: Nominating and Corporate Governance | |

  9. Directors with Terms Expiring at the 2027 Annual Meeting of Stockholders

    | | Mr. Rozov has served on our Board of Directors since January 23, 2024. Mr. Rozov is the founder and Managing Partner of Terrace Edge Ventures LLC, a financial advisory firm providing consulting services to public and private companies and institutional investors, since January 2022. From 2019 to 2021, Mr. Rozov was a Partner of GoldenTree Asset Management LLC, a leading global credit asset management firm. From 2019 to 2021, Mr. Rozov also served as the Chief Executive Officer and President of Syncora Guarantee Inc. and from 2020 to 2021, as Chief Executive Officer of Financial Guaranty UK Ltd, each of which is a stand-alone specialty insurance company owned by GoldenTree. From 2009 to 2019, he was a Partner and Managing Director at Moelis & Company where he headed the Financial Institution Advisory group and was on the Management Committee of Moelis Asset Management. From 2014 to 2019, Mr. Rozov helped co-found College Avenue Student Loans LLC and served on its board of directors and co-founded Chamonix Partners Capital Management LLC. From 2007 to 2009, Mr. Rozov was a Managing Director at UBS AG, where he was the Head of the Americas for the Repositioning Group. Mr. Rozov has served on the board of directors of Midwest Holding Inc. (Nasdaq: MDWT) since June 2022, on the board of directors of Neo Performance Materials Inc. since August 2022 and on the board of directors of Oramed Pharmaceuticals (Nasdaq: ORMP) since April 2022. Mr. Rozov holds an M.Sc. in data science from Columbia University and a bachelor’s degree with highest honors in Physics and Materials Engineering from Rutgers University. We believe Mr. Rozov is well suited to serve as a director on our Board of Directors due to his extensive experience in the financial services industry, both as an executive and a founder. | | Yadin Rozov Independent Director Age: 47 Director Since: 2024 Committees: Audit Compensation | |

  10. Director with Term Expiring at the 2025 Annual Meeting of Stockholders

    | | Mr. Patten has served on our Board of Directors since January 23, 2024. Mr. Patten founded and runs global real estate advisory firm RRG and has served as its president and chief executive officer since inception in 1996. Mr. Patten’s professional career has been dedicated to the development and execution of real estate, technology and technology management solutions that heighten operational controls, lower operating costs and deliver sustainable cost savings to users of space worldwide. Mr. Patten’s leadership, foresight and expertise have been critical drivers in the delivery of billions of dollars in value to diverse, leading-edge organizations globally. Mr. Patten has been a member of the Board of Directors of MicroStrategy Incorporated (“MicroStrategy”) (Nasdaq: MSTR) since November 2004. MicroStrategy is a multi-billion dollar public company headquartered in Tysons Corner, Virginia, in the Washington metropolitan area. MicroStrategy has built a material, digital assets business and is believed currently to be the largest public company holder of bitcoin on its corporate balance sheet. Mr. Patten received a B.S. in Biology and a B.A. in Biological Anthropology and Anatomy from the Trinity College of Arts and Sciences at Duke University. We believe that Mr. Patten is well-suited to serve on our Board of Directors due to his leadership and management expertise as a chief executive officer, his international business, finance, and corporate compliance experience, and his extensive knowledge of bitcoin, and cost and operational controls. | | Jarrod Patten Independent Director Age: 52 Director Since: 2024 Committees: Audit | |

  11. Key 2024 Executive Compensation Highlights

    | • | Annual Cash Bonuses — Approved cash bonuses for performance in 2024 under our 2024 annual cash bonus plan at 175% of the target annual cash bonus opportunity for Mr. DuChene and 230% of the target annual cash bonus opportunity for Mr. Sullivan. The Compensation Committee also approved for Ms. Sterling a discretionary bonus of 175% of the bonus provided for pursuant the transition and separation agreement with Ms. Sterling, our former Executive Vice President, Chief Financial Officer, dated September 4, 2024 (the “Sterling Transition Agreement”). |

  12. Key 2024 Executive Compensation Highlights

    | • | Cash Retention Bonuses — Approved cash bonuses of $250,000 for Ms. Sterling and $150,000 for Mr. DuChene, with such bonuses subject to forfeiture and repayment of the net (after tax) amount if the applicable executive voluntarily terminated his or her employment within 12 months of the date of such award. Mr. Sullivan did not receive a retention bonus. |

  13. Key 2024 Executive Compensation Highlights

    | • | Compensation Arrangements with Mr. Sullivan — Entered into an employment agreement with Mr. Sullivan dated June 14, 2024 (the “Sullivan Employment Agreement”) pursuant to which he agreed to continue to serve as our CEO. Mr. Sullivan commenced serving as our President in May 2023 and become our Chief Executive Officer in August 2023. Pursuant to the Sullivan Employment Agreement, Mr. Sullivan will be entitled to the following: |

  14. Key 2024 Executive Compensation Highlights

    | • | eligibility to participate in our annual cash bonus plan for each year beginning with calendar year 2024, with a 2024 target annual bonus opportunity equal to 125% of his annual base salary, subject to the achievement of certain pre-established performance criteria following consultation with him by the Compensation Committee; |

  15. Key 2024 Executive Compensation Highlights

    | • | eligibility to participate in the Core Scientific, Inc. 2024 Stock Incentive Plan (referred to herein as the “2024 Stock Plan” or “2024 Stock Incentive Plan”); |

  16. Key 2024 Executive Compensation Highlights

    | • | reimbursement of $80,000 in legal fees incurred in connection with his negotiation and entry into the Sullivan Employment Agreement and related matters; |

  17. Key 2024 Executive Compensation Highlights

    | • | a series of equity awards granted by the Compensation Committee on June 14, 2024, under the 2024 Stock Plan, in connection with the effectiveness of the Sullivan Employment Agreement, consisting of the following (the “2024 Sullivan Equity Award”): |

  18. Key 2024 Executive Compensation Highlights

    | • | a special one-time award of 2,867,521 restricted stock units (“RSUs”) (with each vested RSU subject to conversion on a one-for-one basis into shares of our common stock upon settlement) under the 2024 Stock Plan (the “Sullivan Emergence Equity Award”), which will vest over four years in equal amounts, with one-quarter of the RSUs vesting on January 23, 2025 and one-quarter of the RSUs vesting on each of the next three anniversaries of such initial vesting date, subject to Mr. Sullivan remaining employed by us on each applicable vesting date (the “Sullivan Continuous Service Condition”); |

  19. Key 2024 Executive Compensation Highlights

    | • | a regular annual award of 716,881 RSUs (with each vested RSU subject to conversion on a one-for-one basis into shares of our common stock upon settlement), which will vest over three years in equal amounts, with one-third of the RSUs subject to the award vesting on January 23, 2025 and 1/12th of the RSUs vesting at the conclusion of each calendar quarter thereafter until December 31, 2026, subject to Mr. Sullivan’s satisfaction of the Sullivan Continuous Service Condition; and |

  20. Key 2024 Executive Compensation Highlights

    | • | a regular annual award of 238,961 performance-based RSUs (“PSUs”) (with each earned PSU subject to conversion on a one-for-one basis into shares of our common stock upon settlement), which is eligible to be earned over three years, with (A) one-third of the PSUs eligible to be earned and subject to vesting with respect to the 2024 calendar year, (B) one-third of the PSUs (plus any unearned portion of the award from the prior year) eligible to be earned and subject to vesting with respect to the 2025 calendar year, and (C) one-third of the PSUs (plus any unearned portion of the award from any prior year) eligible to be earned and subject to vesting with respect to the 2026 calendar year, subject, in each case, to the attainment of the specific pre-established performance goals approved by the Compensation Committee and subject to his satisfaction of the Sullivan Continuous Service Condition. |

  21. Key 2024 Executive Compensation Highlights

    | • | In addition, in the event Mr. Sullivan’s employment is terminated by the Company without “cause” or he resigns for “good reason,” in each case, outside the protection period (as defined below) that relates to a “change in control” of the Company, including our non-renewal of the “employment period” (as each of these terms is defined in the Sullivan Employment Agreement), and subject to his timely execution of a separation and release agreement in favor of the Company, he will be entitled to receive: |

  22. Key 2024 Executive Compensation Highlights

    | • | payment of any unpaid annual cash bonus for the completed year that ended prior to the employment termination date; |

  23. Key 2024 Executive Compensation Highlights

    | • | continued eligibility to earn a pro-rata portion of the annual cash bonus for the year in which the employment termination date occurred; |

  24. Key 2024 Executive Compensation Highlights

    subject to the specific terms and conditions of the equity awards granted to him under the 2024 Stock Plan (including, as applicable, the 2024 Sullivan Equity Award), accelerated vesting of the unvested portion thereof.

  25. Key 2024 Executive Compensation Highlights

    | • | In the event Mr. Sullivan’s employment is terminated without “cause” or he resigns for “good reason” within the protection period (as defined below) that relates to a “change in control” of the Company (as each of these terms is defined in the Sullivan Employment Agreement), and subject to his timely execution of a separation and release agreement in favor of the Company, he will be entitled to receive: |

  26. Key 2024 Executive Compensation Highlights

    | • | a lump-sum payment equal to twice the sum of his annual base salary and target annual bonus opportunity in effect as of the employment termination date; |

  27. Key 2024 Executive Compensation Highlights

    | • | payment of any unpaid annual cash bonus for the completed year that ended prior to the employment termination date; |

  28. Key 2024 Executive Compensation Highlights

    | • | continued eligibility to earn a pro-rata portion of the annual cash bonus for the year in which the employment termination date occurred; |

  29. Key 2024 Executive Compensation Highlights

    | • | subject to the specific terms and conditions of the equity awards granted to him under the 2024 Stock Plan (including, as applicable, the 2024 Sullivan Equity Award), accelerated vesting of the unvested portion thereof. |

  30. Key 2024 Executive Compensation Highlights

    For purposes of these post-employment compensation arrangements, the “protection period” means the period commencing on or after the date that we enter into a definitive agreement that results in a change in control of the Company and ending 12 months following such a change in control. We also entered into an indemnification agreement with Mr. Sullivan based on terms substantially consistent with the indemnification agreements applicable to our other senior executive officers and the non-employee members of our Board of Directors.

  31. Key 2024 Executive Compensation Highlights

    | • | subject to her remaining employed with us through December 31, 2024, and executing a general release of claims in favor of the Company, a cash bonus of $500,000 (the “Sterling Retention Bonus”) which was paid at 175% in January 2025 in a manner consistent with our annual cash bonus plan based on the performance of the Company during the transition period; |

  32. Key 2024 Executive Compensation Highlights

    | • | a special one-time award of 318,613 RSUs (with each vested RSU subject to conversion on a one-for-one basis into shares of our common stock upon settlement) under the 2024 Stock Plan (the “Sterling Emergence Equity Award”), which will vest on March 31, 2025, subject to Ms. Sterling remaining employed by or providing other services to us through the vesting date. |

  33. Key 2024 Executive Compensation Highlights

    In addition, as provided in the Sterling Transition Agreement, if a “qualifying early termination” (as that term is defined in the Sterling Transition Agreement) occurs and Ms. Sterling complies with the relevant obligations in the Sterling Transition Agreement, including the timely execution of a general release in favor of the Company, she will be entitled to (i) the Sterling Retention Bonus to the extent it remains unpaid as of the date of the “qualifying early termination” and (ii) accelerated vesting of the unvested portion of the Sterling Emergence Equity Award. Pursuant to the Sterling Transition Agreement, Ms. Sterling agreed to a general release of claims in favor of the Company and other customary non-disparagement, confidentiality, and cooperation covenants.

  34. Key 2024 Executive Compensation Highlights

    | • | Compensation Arrangements with Mr. DuChene — Entered into an employment agreement with Mr. DuChene dated July 19, 2024 (the “DuChene Employment Agreement”) pursuant to which he agreed to continue to serve as our Executive Vice President, Chief Legal and Administrative Officer, and Secretary. Pursuant to the DuChene Employment Agreement, Mr. Duchene will be entitled to the following: |

  35. Key 2024 Executive Compensation Highlights

    | • | eligibility to participate in our annual cash bonus plan for each year beginning with calendar year 2024, with a 2024 target annual bonus opportunity equal to 100% of his annual base salary, subject to the achievement of certain pre-established |

  36. Key 2024 Executive Compensation Highlights

    | performance criteria approved by the Compensation Committee (provided, however, that his annual cash bonus for 2024 will not be less than $500,000 regardless of whether such performance criteria have been satisfied); |

  37. Key 2024 Executive Compensation Highlights

    | • | a series of equity awards granted by the Compensation Committee on July 19, 2024, under the 2024 Stock Plan, in connection with the effectiveness of the DuChene Employment Agreement, consisting of the following (the “2024 DuChene Equity Award”): |

  38. Key 2024 Executive Compensation Highlights

    | • | a special one-time award of 1,003,633 RSUs (with each vested RSU subject to conversion on a one-for-one basis into shares of our common stock upon settlement) under the 2024 Stock Plan, which will vest over four years in equal amounts, with one-quarter of the RSUs vesting on December 31, 2024 and one-quarter of the RSUs vesting on each of the next three anniversaries of such initial vesting date, subject to Mr. DuChene remaining employed by us on each applicable vesting date (the “DuChene Continuous Service Condition”); |

  39. Key 2024 Executive Compensation Highlights

    | • | a regular annual award of 250,909 RSUs (with each vested RSU subject to conversion on a one-for-one basis into shares of our common stock upon settlement), which will vest over three years with one-third of the RSUs vesting on January 23, 2025 and 1/12th of the RSUs vesting at the conclusion of each calendar quarter thereafter until December 31, 2026, subject to his satisfaction of the DuChene Continuous Service Condition; and |

  40. Key 2024 Executive Compensation Highlights

    | • | a regular annual award of 83,637 PSUs (with each earned PSU subject to conversion on a one-for-one basis into shares of our common stock upon settlement), which is eligible to be earned over three years, with (A) one-third of the PSUs eligible to be earned and subject to vesting with respect to the 2024 calendar year, (B) one-third of the PSUs (plus any unearned portion of the award from the prior year) eligible to be earned and subject to vesting with respect to the 2025 calendar year, and (C) one-third of the PSUs (plus any unearned portion of the award from any prior year) eligible to be earned and subject to vesting with respect to the 2026 calendar year, subject, in each case, to the attainment of the specific pre-established performance goals approved by the Compensation Committee and subject to his satisfaction of the DuChene Continuous Service Condition. |

  41. Key 2024 Executive Compensation Highlights

    | • | payment of any unpaid annual cash bonus for the completed year that ended prior to the employment termination date; and |

  42. Key 2024 Executive Compensation Highlights

    | • | subject to the specific terms and conditions of the equity awards granted to him under the 2024 Stock Incentive Plan (including, as applicable, the 2024 DuChene Equity Award), accelerated vesting of the unvested portion thereof; provided that the vesting of the unvested portion of any outstanding equity awards granted to him prior to 2024 (the “Legacy Awards”) will be accelerated, in full. |

  43. Key 2024 Executive Compensation Highlights

    | • | payment of any unpaid annual cash bonus for the completed year that ended prior to the employment termination date; and |

  44. Key 2024 Executive Compensation Highlights

    | • | subject to the specific terms and conditions of the equity awards granted to him under the 2024 Stock Incentive Plan (including, as applicable, the 2024 DuChene Equity Award), accelerated vesting of the unvested portion thereof; provided that the vesting of the unvested portion of any Legacy Awards will be accelerated l, subject to his timely execution of a separation and release agreement in favor of the Company. |

  45. Key 2024 Executive Compensation Highlights

    In the event Mr. DuChene’s employment is terminated following the “initial term” due to his “retirement” (as each of these terms is defined in the DuChene Employment Agreement) then, subject to him remaining employed through the date of his retirement, the specific terms and conditions of the applicable equity award agreements (including, as applicable, the 2024 DuChene Equity Award), and his timely execution of a separation and release agreement in favor of the Company, he will be entitled to accelerated vesting of any outstanding equity or equity-based incentive awards he holds to the extent provided under the equity award agreements relating thereto; provided that the vesting of the unvested portion of any Legacy Awards will be accelerated in full.

  46. Key 2024 Executive Compensation Highlights

    For purposes of these post-employment compensation arrangements, the “protection period” means the period commencing on or after the date that we enter into a definitive agreement that results in a change in control of the Company and ending 12 months following such a change in control. We also entered into an indemnification agreement with Mr. DuChene based on terms substantially consistent with the indemnification agreements applicable to our other senior executive officers and the non-employee members of our Board of Directors. Each of these agreements was approved by the Compensation Committee, taking into account (i) the requisite experience and skills that a qualified candidate would need to manage a growing business in a dynamic and ever-changing environment, (ii) the competitive market for similar positions at other comparable companies based on a review of compensation survey data, and (iii) the need to integrate the executive officer into our executive compensation structure that we have maintained since our initial public offering, balancing both competitive and internal equity considerations. For a summary of the material terms and conditions of these agreements, see “Employment Arrangements” below.

  47. Pay-for-Performance Analysis

    | • | In addition, we grant PSU awards, which comprise a significant portion of our Named Executive Officers’ long-term incentive compensation opportunities for Messrs. Sullivan and DuChene, which may be earned over a multi-year performance period based on our actual results as measured against one or more financial performance metrics and may become vested subject to continued employment. Consequently, the value of these awards depends entirely on the value of our common stock, thereby incentivizing Messrs. Sullivan and DuChene to build sustainable long-term value for the benefit of our stockholders and remain employed by the Company. |

  48. Executive Compensation Philosophy, Goals, and Objectives

    | • | Reward Achievement. Award annual cash bonus and long-term incentive compensation opportunities following a determination that our Named Executive Officers have successfully achieved the performance goals and objectives critical to our business and to the creation of sustainable long-term stockholder value. |

  49. Setting Target Total Direct Compensation

    Setting Target Total Direct Compensation Each year, the Compensation Committee conducts a review of our executive compensation program to determine if any changes are necessary or appropriate. In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices for alignment with our executive compensation philosophy, develops compensation-related strategies, and makes decisions that it believes further our executive compensation philosophy, goals, and objectives, and/or align with compensation best practices. Typically, during the first quarter of each year the Compensation Committee conducts an annual evaluation and analysis of the compensation arrangements of our Named Executive Officers. At that time, the Compensation Committee assesses the annual base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our NEOs and reviews their performance and all related performance criteria. Generally, adjustments to the annual target total direct compensation opportunities of our NEOs are effective at the beginning of the year. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our Named Executive Officers. While the Compensation Committee recognizes the value of considering market data when making executive compensation decisions, the Compensation Committee believes that overreliance on compensation benchmarking can result in compensation that is disconnected from the value actually delivered by our NEOs because compensation benchmarking does not take into account the specific performance of the individual NEO and certain other factors specific to our business. Instead, in making its determinations, and in consultation with its compensation consultant, the Compensation Committee reviews compensation information for a representative group of peer companies to the extent that the executive positions at these companies are considered comparable to our NEOs’ positions and informative of the competitive environment. The Compensation Committee also reviews broad-based compensation surveys to understand market compensation levels. These principles and processes apply to both cash and equity-based compensation awards granted under our executive compensation program. The Compensation Committee does not establish a specific target for formulating the annual target total direct compensation opportunities of our Named Executive Officers. Instead, in consultation with its compensation consultant, the Compensation Committee weighs various considerations, including the following:

  50. Setting Target Total Direct Compensation

    | • | the potential of each individual Named Executive Officer to make future contributions to our long-term financial, operational, and strategic goals and objectives and the ability to enhance stockholder value creation; |

  51. Setting Target Total Direct Compensation

    | • | the compensation practices of the companies in our compensation peer group and in selected broad-based compensation surveys and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and |

  52. Role of Compensation Consultant

    Role of Compensation Consultant In connection with the Emergence, our Board of Directors was reconstituted and on February 2, 2024, our Board of Directors appointed Yadin Rozov, Jeff Booth, and Eric Weiss to serve as members of the Compensation Committee. Following the Emergence, the Compensation Committee undertook an extensive search for an external compensation consultant to assist it by providing information, analysis, market compensation data, and other advice for our executive compensation program and the decisions resulting from its annual executive compensation review. In February 2024, the Compensation Committee engaged Compensia to serve as its compensation consultant. Compensia reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. We pay the costs for Compensia’s services.

  53. Role of Compensation Consultant

    | CORE SCIENTIFIC 2025 PROXY STATEMENT Compensation Discussion and Analysis | | 33 |

  54. Role of Compensation Consultant

    During 2024, Compensia attended the meetings of the Compensation Committee (both with and in executive session without management present) as requested and provided various services, which included the following:

  55. Role of Compensation Consultant

    | • | making recommendations to the Compensation Committee regarding an appropriate compensation peer group of publicly traded companies; |

  56. Role of Compensation Consultant

    | • | collecting compensation data relating to the peer group companies; |

  57. Role of Compensation Consultant

    | • | making recommendations regarding the design of our executive compensation program; |

  58. Role of Compensation Consultant

    | • | making recommendations concerning the compensation of members of the Board of Directors; |

  59. Role of Compensation Consultant

    | • | consulting with the Compensation Committee chair and other members between Compensation Committee meetings; |

  60. Role of Compensation Consultant

    | • | reviewing and analyzing the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our Named Executive Officers; and |

  61. Role of Compensation Consultant

    | • | providing updates on regulatory developments and market trends. |

  62. Role of Compensation Consultant

    Compensia also coordinated with our management for data collection and job matching for our Named Executive Officers. In 2024, Compensia did not provide any other services to us. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such compensation consulting firm is independent from our management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee evaluated Compensia’s independence and determined that no conflict of interest has arisen as a result of the work performed by Compensia, including the work performed by the individual compensation advisors employed by Compensia.

  63. Competitive Positioning

    Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. To assess our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. The competitive data drawn from this peer group is only one of several factors that the Compensation Committee considers, however, in making its compensation decisions for our Named Executive Officers. In March 2024, following the Emergence, the Compensation Committee directed Compensia to review and update the existing compensation peer group to serve as a reference for purposes of its subsequent executive compensation deliberations. In evaluating the companies to comprise the compensation peer group, Compensia specifically considered and weighed the following primary criteria, along with other factors:

  64. Competitive Positioning

    | Geography and Public Company Status | Publicly traded companies primarily headquartered in the United States and traded on a major U.S. stock exchange | | Industry | Companies within the information technology, financials, and industrial sectors, including aerospace and defense, capital markets, consumer finance, financial services, IT services, software, semiconductor and semiconductor equipment, and technology hardware, storage and peripherals | | Revenue | Companies with similar revenue to ours — within a range of approximately 0.33x to approximately 3.0x the midpoint of our projected 2024 revenue of between $500 million and $600 million (approximately $182 million to approximately $1.65 billion) | | Market Capitalization | Companies with similar market capitalization to ours — within a range of approximately 0.25x to approximately 4.0x of a target valuation of approximately $5.0 billion (approximately $1.25 billion to approximately $20 billion) |

  65. Competitive Positioning

    | 34 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Compensation Discussion and Analysis |

  66. Competitive Positioning

    Based on a review of the report and analysis prepared by Compensia, in April 2024 the Compensation Committee approved the following compensation peer group:

  67. Competitive Positioning

    | Bitfarms | Hut 8 | Quantum | | Box | Marathon Digital Holdings | Rambus | | CleanSpark | MarketAxess Holdings | Riot Platforms | | Enova Technologies | Mercury Systems | Robinhood Markets | | Fastly | MicroStrategy | SolarWinds | | Galaxy Digital Holdings | Okta | VeriSign | | HIVE Digital Holdings | Priority Technology Holdings | |

  68. Competitive Positioning

    Beginning in April 2024, the Compensation Committee used data drawn from the companies in our compensation peer group, as well as data drawn from a custom data cut consisting of publicly-traded U.S.-based hardware and software technology companies with revenues up to approximately $1.5 billion from the Radford Global Technology Survey database, to analyze the compensation of our Named Executive Officers and to evaluate the competitive market for purposes of making decisions about their annual target total direct compensation opportunities, including their long-term incentive compensation opportunities. In November 2024, given the Company’s transformation into the HPC hosting operation business, the Compensation Committee reviewed our compensation peer group for 2025 and determined that adjustments to the composition of the peer group were warranted to account for the significant revenue and other growth prospects afforded by the HPC hosting operation segment and the different customer, employment, financial and operational challenges posed by the segment. Compensia and the Compensation Committee specifically considered and weighed the following primary criteria, along with other factors:

  69. Competitive Positioning

    | Geography and Public Company Status | Publicly traded companies primarily headquartered in the United States and traded on a major U.S. stock exchange | | Industry | Companies within the information technology, financials, and industrial sectors, including applications/systems software, data center REITs, data processing and outsourced services, interactive media and services, internet services and infrastructure, investment banking and brokerage, semiconductors and transaction and payment processing services | | Revenue | Companies with similar revenue to ours — within a range of approximately 0.33x to approximately 3.0x the midpoint of our last four quarters revenue of between $575 million (approximately $190 million to approximately $1.7 billion) | | Market Capitalization | Companies with similar market capitalization to ours — within a range of approximately 0.25x to approximately 4.0x of our assumed market capitalization of approximately $6.0 billion (approximately $1.5 billion to approximately $24 billion) |

  70. Competitive Positioning

    Based on a review of the report and analysis prepared by Compensia, in November 2024 the Compensation Committee approved the following compensation peer group for 2025:

  71. Competitive Positioning

    | Box | Robinhood Markets | Manhattan Associates | | CleanSpark | SolarWinds | nCino | | Mara Holdings | VeriSign | SentinelOne | | MicroStrategy | Altair Engineering | Zeta Global Holdings | | Okta | DigitalOcean Holdings | Rambus | | Elastic N.V. | Informatica | Intapp | | Riot Platforms | | |

  72. Competitive Positioning

    The Compensation Committee intends to review our compensation peer group at least annually and make adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  73. Competitive Positioning

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  74. Primary Compensation Elements

    Primary Compensation Elements The design of our executive compensation program is intended to be competitive in the marketplace, and to appropriately balance our goal to pay our Named Executive Officers based on their performance, reward the achievement of strategic initiatives, attract and retain talented individuals, and align the interests of our NEOs and our stockholders. For 2024, the primary elements of our executive compensation program were annual base salary, annual cash bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards.

  75. Primary Compensation Elements

    | Compensation Elements | Compensation Form | Compensation Objectives | | Annual base salary | Fixed cash compensation | Attract and retain top talent through market-competitive base salary levels that are commensurate with our Named Executive Officers’ roles and responsibilities | | Annual Cash Bonuses | Variable cash compensation based on actual performance as measured against pre-established financial, operational, and strategic performance goals and objectives | Incentivize achievement of business goals and objectives as set forth in our annual operating plan and, thereby, reward short-term performance | | Long-Term Incentive Compensation | Variable equity compensation in the form of time-based RSU awards, which vest over a three or four-year period, and PSU awards which are earned based on both pre-established performance goals and objectives and time-based vesting requirements | Align the economic interests of our Named Executive Officers and our stockholders Motivate sustainable long-term stockholder value creation Promote retention of top talent |

  76. Annual Base Salary

    | (1) Mr. Sullivan’s base salary was increased to $625,000 effective as of June 2024 pursuant to the Sullivan Employment Agreement. |

  77. Annual Cash Bonuses

    Annual Cash Bonuses Following the Emergence and the engagement of Compensia, the Compensation Committee began discussing the development and design of an annual cash bonus plan for our employees, including our Named Executive Officers. This discussion included a focus on various performance metrics and related target achievement levels consistent with our business strategy and annual operating plan, as well as a review of competitive market practices. In April 2024, the Compensation Committee approved the terms and conditions of our annual cash bonus plan (the “2024 Bonus Plan”), including the plan’s performance metrics, the related threshold, target, and maximum achievement levels, and the target annual cash bonus opportunities for our executive officers (other than Messrs. Sullivan and DuChene whose target annual cash bonus opportunities were to be approved in connection with the negotiation of their employment arrangements, and Ms. Sterling whose bonus amount was established in the Sterling Transition Agreement, although in 2025, the payment of Ms. Sterling’s bonus was increased on a discretionary basis to align such bonus with similarly situated senior executives of the Company). The 2024 Bonus Plan is a full-year plan, with a performance period beginning January 1, 2024, and ending December 31, 2024. The 2024 Bonus Plan is intended to motivate our NEOs, to achieve our annual business goals and objectives as reflected in our annual operating plan. We believe that the annual cash bonus plan aligns with our “pay-for-performance” philosophy since the amount of the bonus payments, if any, is determined once we have confirmed that certain pre-established financial, operational, and/or strategic goals and objectives have been achieved. The annual cash bonus plan is also important for retaining our executive officers since cash bonuses are a typical compensation element within our industry. Finally, the 2024 Bonus Plan will better align the interests of our executive officers with those of our stockholders because participants may only earn a bonus based on the achievement of goals and objectives deemed by the Compensation Committee to be important for driving sustainable stockholder value. Target Annual Cash Bonus Opportunities For 2024, the Compensation Committee, as administrator of the 2024 Bonus Plan determined the target annual cash bonus opportunities of our participating Named Executive Officers (expressed as a percentage of his or her annual base salary) after considering a competitive market analysis prepared by its compensation consultant as well as the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. Following this review, in connection with the approval of their respective employment agreements the Compensation Committee approved target annual cash bonus opportunities for each of our participating NEOs in recognition of the highly competitive and challenging marketplace for skilled and seasoned executive officers and to reflect an appropriate cost-of-living adjustment. Our participating Named Executive Officers’ target annual cash bonus opportunities for 2024 as approved by the Compensation Committee were as follows:

  78. Annual Cash Bonuses

    | Named Executive Officer | 2024 Annual Base Salary | 2024 Target Annual Cash Bonus Opportunity (as a percentage of annual base salary) | 2024 Target Annual Cash Bonus Opportunity ($) | | Mr. Sullivan | $625,000 | 125% | $781,250 | | Ms. Sterling(1) | $500,000 | 100% | $500,000 | | Mr. DuChene(2) | $500,000 | 100% | $500,000 |

  79. Annual Cash Bonuses

    | (1) Ms. Sterling’s Transition and Separation Agreement entered into in September 2024 guaranteed that she would be paid a bonus of $500,000. |

  80. Annual Cash Bonuses

    | (2) Mr. DuChene’s employment agreement entered into in July 2024 guaranteed that his 2024 Bonus Plan bonus would be no less than $500,000. |

  81. Annual Cash Bonuses

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  82. Annual Cash Bonuses

    Corporate Performance Metrics In May 2024, the Compensation Committee selected a series of quantitative (cash growth/debt reduction, operating cash flow, and ideal hashrate utilization) and qualitative (various operational compliance goals and strategic objectives described in the table below) as the performance metrics for the 2024 Bonus Plan. For purposes of measuring the achievement of these performance metrics, the following specific criteria were to be applied:

  83. Annual Cash Bonuses

    | Performance Metrics | | | | | Threshold Level (50%) | Target Level (100%) | Maximum Level (200%) | Weighting | | Increase cash to $125 million or reduce debt by $50 million | Increase cash to $150 million or reduce debt by $75 million | Increase cash to $200 million or reduce debt by $100 million | 20% | | Achieve operating cash flow of $100 million for 2024 | Achieve operating cash flow of $125 million for 2024 | Achieve operating cash flow of $150 million for 2024 | 20% | | Ideal hashrate utilization of 95% | Ideal hashrate utilization of 97% | Ideal hashrate utilization of 98% | 20% | | Compliance (material weakness progress, SOC2 compliant, SOX compliant) Performance level to be determined in the discretion of Compensation Committee | Compliance (material weakness progress, SOC2 compliant, SOX compliant) Performance level to be determined in the discretion of Compensation Committee | Compliance (material weakness progress, SOC2 compliant, SOX compliant) Performance level to be determined in the discretion of Compensation Committee | 20% | | Company performance in achieving strategic objectives Performance level to be determined in the discretion of Compensation Committee | Company performance in achieving strategic objectives Performance level to be determined in the discretion of Compensation Committee | Company performance in achieving strategic objectives Performance level to be determined in the discretion of Compensation Committee | 20% |

  84. Annual Cash Bonuses

    The Compensation Committee selected each of these items as the performance metrics for the 2024 Bonus Plan because, in its view, they were consistent with the near-term goals and objectives of our operating plan, while furthering our progress on achieving our long-term strategic goals and objectives. In the case of the quantitative performance metrics, the selected performance levels for under the 2024 Bonus Plan were greater than the amounts achieved during 2023 and represented an aggressive level of performance that the Compensation Committee believed our management team could achieve only with exceptional effort and performance in light of the Company’s capital structure and in the projected business environment. In the case of the qualitative performance metrics, the Compensation Committee believed that measuring our progress with respect to each metric category was best determined on a discretionary basis after the end of the year when our achievements could be evaluated in the context of the business environment in which the Company operated, the Company’s capital structure, the limitations imposed on the Company by its Plan of Reorganization and other competitive market actions and pressures. Achievement of two of the foregoing performance metrics would result in a threshold bonus payment equal to 50% of our Named Executive Officers’ target annual cash bonus opportunity, while achievement of three of the performance metrics would result in a bonus payment equal to 100% of our Named Executive Officers’ target annual cash bonus opportunity, achievement of four of the performance metrics would result in a threshold bonus payment equal to 150% and achievement of all five of the performance metrics would result in a maximum bonus payment equal to 200% of our NEO’s target annual cash bonus opportunity. The Compensation Committee determined that the Company had met the maximum performance threshold for 4 of the metrics and exceeded the target level for the fifth metric, indicative of an overall performance achievement to the established metrics in excess of 175%. For purposes of the 2024 Bonus Plan, payment of the earned portion of the 2024 target annual cash bonus opportunity to a participating Named Executive Officer was subject to the Named Executive Officer’s continued service as an employee of the Company through the date of payment. 2024 Cash Bonus Payments In determining the amount of the 2024 cash bonus payments, the Compensation Committee reviewed our actual 2024 performance relative to each of the pre-established quantitative performance metrics and exercised its discretion to determine the appropriate

  85. Annual Cash Bonuses

    | 38 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Compensation Discussion and Analysis |

  86. Annual Cash Bonuses

    achievement level for each of the qualitative performance metrics based on an assessment of our progress on each goal and objective balanced against the relative importance of each of the items making up that goal or objective, the individual and collective efforts of our participating Named Executive Officers, the facts and circumstances affecting the global economic environment during the year, and the overall creation and enhancement of sustainable long-term value. Based on its assessment of these factors, the Compensation Committee awarded the following 2024 cash bonus payments to our participating Named Executive Officers:

  87. Annual Cash Bonuses

    | Named Executive Officer | 2024 Target Annual Cash Bonus Opportunity | Actual Annual Cash Bonus ($) | Actual Annual Cash Bonus (as a percentage of target annual bonus opportunity) | | Mr. Sullivan | $781,250 | $1,800,000 | 230% | | Ms. Sterling(1) | $500,000 | $875,000 | 175% | | Mr. DuChene | $500,000 | $875,000 | 175% |

  88. Annual Cash Bonuses

    | (1) Ms. Sterling’s Transition and Separation Agreement entered into in September 2024 guaranteed that she would be paid a bonus of $500,000 (although in 2025, the payment of Ms. Sterling’s bonus was increased on a discretionary basis to align such bonus with similarly situated senior executives of the Company). |

  89. Annual Cash Bonuses

    The Compensation Committee believes that the payment of the 2024 cash bonuses was consistent with our “pay-for-performance” philosophy and our intention to reward the achievement of the financial, operational, and strategic objectives as reflected in our annual operating plan. The 2024 cash bonuses were paid in January 2025. The annual cash bonus payments received by our participating Named Executive Officers for 2024 are set forth in the “2024 Summary Compensation Table” below.

  90. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Following the Emergence and the engagement of Compensia, on April 26, 2024, our Board of Directors adopted and approved the 2024 Stock Plan providing for an aggregate of 40 million shares of common stock to be available for grant. Pursuant to the 2024 Stock Plan, equity awards were granted to our Named Executive Officers equity awards for two specific purposes:

  91. Long-Term Incentive Compensation

    | • | to acknowledge their efforts in managing our restructuring throughout, and successful emergence from, the Chapter 11 proceedings, maintain continuity in our management team as they guide us through our return to public reporting company status, and incentivize their ongoing efforts to build sustainable long-term value for our stockholders; and |

  92. Long-Term Incentive Compensation

    | • | to re-establish a robust long-term incentive compensation program to recruit, motivate, reward, and retain a seasoned and experienced management team to operate our business prospectively. |

  93. Long-Term Incentive Compensation

    Going forward, we intend to provide long-term incentive compensation opportunities in the form of equity awards to our executive officers, including our Named Executive Officers. Equity awards continue to be an integral element of our executive compensation program and are designed to assist us in achieving our executive compensation goals and objectives. We believe that equity awards further our “pay-for-performance” philosophy since the value of the awards is, in the case of RSU awards, based on the market price of our common stock and, in the case of PSU awards, realized only if we have achieved specific pre-established financial, operational, and/or strategic goals and objectives, and, therefore, serve to reward the achievement of these goals and objectives. Further, the design of our equity awards are intended to meet our retention objectives because the economic value of these awards can only be realized upon vesting following the satisfaction of long-term service periods. The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. Following adoption of the 2024 Stock Plan in April 2024, the Compensation Committee established the terms of the annual 2024 equity grant in early May 2024. Those terms were implemented with respect to annual grants to senior management shortly thereafter, and for Messrs. Sullivan and DuChene, once their employment agreements became effective in June and July 2024, respectively. Therefore, the proximity of any awards to other significant corporate events is coincidental. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. We attempt to make equity awards during periods when we do not have material non-public information (“MNPI”) that could impact our stock price and we do not time the release of MNPI based on equity grant dates. A summary of the 2024 terms and applicable award opportunities granted by the Compensation Committee to the Named Executive Officers is provided below. During 2024, none of our Named Executive Officers were granted any options to purchase shares of our common stock.

  94. Long-Term Incentive Compensation

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  95. Long-Term Incentive Compensation

    Emergence RSU Awards In connection with the approval of their respective employment and transition and separation agreements, as the case may be, the Compensation Committee approved one-time RSU awards for each of our Named Executive Officers in recognition of their key role in the Emergence (the “Emergence RSU Awards”). The Emergence RSU Awards are intended to align the interests of our Named Executive Officers with those of our stockholders since the value of the awards is directly tied to the value of our common stock. The Emergence RSU Awards also continue to have value even if the market price of our common stock declines, which could result from factors outside our control, including a decline in the value of bitcoin and perceptions about the regulatory environment within our industry. The Emergence RSU Awards granted to our Named Executive Officers in 2024 were as follows:

  96. Long-Term Incentive Compensation

    | Named Executive Officer | 2024 Emergence RSU Awards (target value) | 2024 Emergence RSU Awards (number of RSUs)(1) | | Mr. Sullivan | $9,000,000 | 2,867,521 | | Ms. Sterling | $1,000,000 | 318,613 | | Mr. DuChene | $3,150,002 | 1,003,633 |

  97. Long-Term Incentive Compensation

    | (1) The number of RSUs subject to each Emergence RSU Award granted to each Named Executive Officer was equal to (i) the target value of the Emergence RSU Award divided by (ii) the 20-trading day volume-weighted average market price of our common stock on May 2, 2024, which was $3.1386 per unit. |

  98. Long-Term Incentive Compensation

    The Emergence RSU Awards granted to Messrs. Sullivan and DuChene vest over four years in equal amounts, with one-quarter of the RSUs subject to the awards vesting on January 23, 2025 for Mr. Sullivan and December 31, 2024 for Mr. DuChene, and one-quarter of the RSUs vesting on each of the next three anniversaries of such initial vesting date, subject to the Named Executive Officer’s satisfaction of the Continuous Service Condition. The Emergence RSU Award granted to Ms. Sterling vests on March 31, 2025, subject to her remaining employed by or providing other services to us through the vesting date. Each vested RSU is subject to conversion on a one-for-one basis into shares of our common stock upon settlement. Annual RSU Awards In connection with the approval of their respective employment agreements, the Compensation Committee approved RSU awards for Messrs. Sullivan and DuChene (the “2024 Annual RSU Awards”). These RSU awards serve the same purposes and are subject to the same risks as the Emergence RSU Awards. The 2024 Annual RSU Awards granted to Messrs. Sullivan and DuChene were as follows:

  99. Long-Term Incentive Compensation

    | Named Executive Officer | 2024 Annual RSU Awards (target value) | 2024 Annual RSU Awards (number of RSUs)(1) | | Mr. Sullivan | $2,250,000 | 716,881 | | Mr. DuChene | $787,509 | 250,909 |

  100. Long-Term Incentive Compensation

    | (1) The number of RSUs subject to each 2024 Annual RSU Award granted to Messrs. Sullivan and DuChene, respectively, was equal to (i) the target value of the 2024 Annual RSU Award divided by (ii) the 20-trading day volume-weighted average market price of our common stock on May 2, 2024, which was $3.1386 per unit. |

  101. Long-Term Incentive Compensation

    The 2024 Annual RSU awards vest over three years with one-third of the RSUs vesting on January 23, 2025, and 1/12th of the RSUs vesting at the conclusion of each calendar quarter thereafter until December 31, 2026, subject to the Named Executive Officer’s satisfaction of the Continuous Service Condition. Each vested RSU is subject to conversion on a one-for-one basis into shares of our common stock upon settlement. Annual PSU Awards In connection with the approval of their respective employment agreements, the Compensation Committee approved PSU awards for Messrs. Sullivan and DuChene (the “2024 Annual PSU Awards”). These PSU awards are subject to the same risks as the 2024 Annual RSU Awards.

  102. Long-Term Incentive Compensation

    | 40 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Compensation Discussion and Analysis |

  103. Long-Term Incentive Compensation

    The 2024 Annual PSU Awards granted to Messrs. Sullivan and DuChene were as follows:

  104. Long-Term Incentive Compensation

    | Named Executive Officer | 2024 Annual PSU Awards (target value) | 2024 Annual PSU Awards (number of PSUs at target)(1) | | Mr. Sullivan | $750,000 | 238,961 | | Mr. DuChene | $262,500 | 83,637 |

  105. Long-Term Incentive Compensation

    | (1) The number of PSUs subject to each 2024 Annual PSU award granted to Mr. Sullivan and Mr. DuChene, respectively, was equal to (i) the target value of the 2024 Annual PSU Award divided by (ii) the 20-trading day volume-weighted average market price of our common stock on May 2, 2024, which was $3.1386 per unit. |

  106. Long-Term Incentive Compensation

    The 2024 Annual PSU Awards are eligible to be earned over a three-year performance period consisting of three annual measurement periods (a “Measurement Period”), with (i) one-third of the PSUs eligible to be earned and subject to vesting with respect to the 2024 calendar year, (ii) one-third of the PSUs(plus any unearned portion of the award from the first annual Measurement Period) eligible to be earned and subject to vesting with respect to the 2025 calendar year, and (iii) one-third of the PSUs (plus any unearned portion of the awards from the first and second annual Measurement Periods) eligible to be earned and subject to vesting with respect to the 2026 calendar year, subject, in each case, to the attainment of certain pre-established stock price targets and his satisfaction of the Sullivan Continuous Service Condition or the DuChene Continuous Service Condition, as may be applicable: The pre-established stock price targets for the 2024 Annual PSU Awards are as follows:

  107. Long-Term Incentive Compensation

    | Average Share Price(1) | Vesting Percentage | Performance Level | | $3.14 | 50% | First Hurdle | | $5.00 | 100% | Second Hurdle(2) | | $8.00 | 150% | Third Hurdle | | $10.00 | 200% | Fourth Hurdle | | $12.00 | 250% | Fifth Hurdle | | $14.00 | 300% | Sixth Hurdle |

  108. Long-Term Incentive Compensation

    | (1) Based on the average closing price of a share of our common stock for any 20-trading day period during a Measurement Period. |

  109. Long-Term Incentive Compensation

    | (2) The Second Hurdle constitutes ‘target” performance for purposes of the 2024 Annual PSU Awards. |

  110. Long-Term Incentive Compensation

    Each earned PSU is subject to conversion on a one-for-one basis into shares of our common stock upon settlement. On December 31, 2024, the Compensation Committee determined that we had attained the first, second, third, fourth, fifth and sixth stock price hurdles during 2024 (i.e. the first Measurement Period with respect to Messrs. Sullivan and DuChene), resulting in each of Messrs. Sullivan and DuChene earning 300% of the target number of PSUs subject to their 2024 Annual PSU Awards for the first Measurement Period (i.e., with respect to the PSUS attributable to calendar year 2024), with each of such earned PSUs vesting on December 31, 2024 and being settled in January 2025 in the number of shares of our common stock set forth next to their name in the following table):

  111. Long-Term Incentive Compensation

    | Named Executive Officer | Earned PSUs (number of units) | PSUs Settled for Share of Our Common Stock | | Mr. Sullivan | 238,961 | 238,961 | | Mr. DuChene | 83,637 | 83,637 |

  112. Long-Term Incentive Compensation

    As required under their 2024 Annual PSU Award agreements, each of Messrs. Sullivan and DuChene were eligible to receive such shares of common stock as a result of their being continuously employed with us through the end of the 2024 calendar year. The number of earned PSUs for the second and third Measurement Periods will be determined based on the degree to which the Performance Level is achieved during the second and third Measurement Periods, respectively, and Messrs. Sullivan and DuChene’s satisfaction of their continued service conditions. The equity awards granted to our Named Executive Officers during 2024 are set forth in the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” below.

  113. Long-Term Incentive Compensation

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  114. Employment Agreements

    Employment Agreements We have entered into written employment agreements with Messrs. Sullivan and DuChene. We believe that these employment agreements were necessary to secure the continued service of these individuals in a highly competitive job market and to integrate the executive officer into our executive compensation structure that we have maintained since our initial public offering. Each of these employment agreements provides for an initial term of employment (three years in the case of Mr. Sullivan and one year in the case of Mr. DuChene) which automatically renews for successive one-year periods following the initial term (unless notice is provided by either party) and sets forth the initial compensation arrangements for the Named Executive Officer. These arrangements include an initial annual base salary, eligibility to participate in our annual cash bonus plan with the amount, terms, and conditions of such participation to be determined in the sole discretion of the Compensation Committee, eligibility to receive equity or equity-based incentive awards under the 2024 Stock Plan, and eligibility to participate in our employee health, retirement, and welfare benefit plans, and to receive such other fringe benefits, as we may in our discretion make available to our executive officers generally, subject to all present and future terms and conditions of such employee benefit plans and other fringe benefits. These employment agreements also provide Messrs. Sullivan and DuChene with certain payments and benefits in the event of a termination of employment, including certain terminations of employment in connection with a change in control of the Company. These post-employment compensation arrangements are discussed in “Post-Employment Compensation” below. For a detailed description of each of these employment agreements, see the description of the employment agreements in “Key 2024 Executive Compensation Highlights” above and “Employment Agreements with Named Executive Officers” below.

  115. Post-Employment Compensation

    Post-Employment Compensation The employment agreements we have entered into with Messrs. Sullivan and Mr. DuChene provide for certain protections in the event of death, disability, and certain involuntary terminations of employment, including an involuntary termination of employment in connection with a change in control of the Company, in exchange for a general release of claims and compliance with a confidentiality covenant as set forth in their respective employment agreements. We believe that these post-employment compensation arrangements provide reasonable compensation in the form of severance pay and certain limited benefits to these Named Executive Officers if they leave our employ under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring such NEOs, upon departure, to execute a separation and release agreement in a form prescribed by us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. Under these post-employment compensation arrangements, all payments and benefits in the event of a change in control of the Company are payable only if there is a connected loss of employment by Messrs. Sullivan and DuChene, as applicable (a so-called “double-trigger” arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change in control and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. Pursuant to our employment agreements with Messrs. Sullivan and DuChene, in the event of a change in control of the Company, to the extent Section 280G or 4999 of the Code is applicable to either Named Executive Officer, such executive will be entitled to receive either (i) payment of the full amount specified in his employment agreement to which he is entitled or (ii) payment of such amount that is economically less than the amount that would otherwise trigger the excise tax imposed by Section 4999 of the Code, depending on which results in the Named Executive Officer receiving a higher amount after taking into account all federal, state, local, and foreign income, employment, and other taxes and the excise tax imposed by Section 4999 of the Code. We do not use excise tax reimbursement payments (including “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our Named Executive Officers. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a qualifying termination of employment in connection with or within specified periods before or after a change in control of the Company, are essential to offering competitive compensation packages and for attracting and retaining highly qualified executives. We further believe that these arrangements help maintain these NEOs’ continued focus on their assigned duties to maximize stockholder value if there is a potential change in control transaction and mitigate the risk of subsequent disputes or litigation. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the compensation of our Named Executive Officers. For detailed descriptions of the post-employment compensation arrangements with Mr. Sullivan and Mr. DuChene, see “Executive Summary — Key 2024 Executive Compensation Highlights” above. For an estimate of the potential payments and benefits payable to these Named Executive Officers under these arrangements, see “Potential Payments upon Termination or Change in Control” below.

  116. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires us to measure and record the compensation expense in our income statement for all share-based payment awards made to our employees and the non-employee members of our Board of Directors, including equity awards, based on the grant date “fair value” of the award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This calculation is performed for accounting purposes and reported in the executive compensation tables required by federal securities laws, even though the recipient of the awards may never realize any value from their awards.

  117. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding total compensation awarded to, earned by, and paid to our named executive officers for services rendered to the Company in all capacities for the fiscal years ended December 31, 2022, 2023, and 2024.

  118. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary($)(1) | Bonus($) | Stock Awards($)(2) | Option Awards($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total($) | | Adam Sullivan(4) President and Chief Executive Officer | 2024 | 562,981 | — | 39,495,340 | | 1,800,000 | 80,000(6) | 41,938,321 | | | 2023 | 378,291 | 500,000(5) | — | | — | 12,500 | 890,791 | | Denise Sterling(7) Executive Vice President, Chief Financial Officer | 2024 | 424,615 | 1,125,000(8) | 3,262,597 | | — | — | 4,812,212 | | | 2023 | 300,000 | 92,000(9) | — | | — | 100 | 392,100 | | | 2022 | 300,824 | — | 242,422 | | — | 50,000(10) | 593,246 | | Todd M. DuChene(11) Executive Vice President, Chief Legal and Administrative Officer, and Secretary | 2024 | 500,000 | 150,000(8) | 13,903,680 | | 875,000 | — | 15,428,680 | | | 2023 | 492,308 | — | — | | — | 100 | 492,408 | | | 2022 | 300,824 | 375,000(12) | 3,851,883 | | — | — | 4,527,707 |

  119. 2024 Summary Compensation Table

    | (1) Base Salary amounts represent actual amounts earned and paid during the fiscal year. |

  120. 2024 Summary Compensation Table

    | (2) Amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to the named executive officer during the fiscal year based on the closing trading price of Core Scientific common stock on the Nasdaq Global Select Market on the date of grant. Values reported do not reflect the actual economic value realized or realizable by the named executive officers. |

  121. 2024 Summary Compensation Table

    | (3) Amount represents performance bonus earned for 2024 and paid in 2025 pursuant to the Company’s 2024 Bonus Plan. |

  122. 2024 Summary Compensation Table

    | (4) Mr. Sullivan was appointed as the Company’s President in May 2023 and Chief Executive Officer in August 2023. The 2023 base salary represents the pro rata share of his salary in 2023. Mr. Sullivan’s base salary rate for 2023 was $500,000. |

  123. 2024 Summary Compensation Table

    | (5) Amount represents the bonus paid to Mr. Sullivan pursuant to his offer letter dated April 5, 2023. |

  124. 2024 Summary Compensation Table

    | (6) Amount includes $80,000 in legal fees and expenses paid on Mr. Sullivan’s behalf in connection with the negotiation and execution of Mr. Sullivan’s employment agreement. |

  125. 2024 Summary Compensation Table

    | (7) Ms. Sterling was appointed to the role of Chief Financial Officer on April 5, 2022. All other compensation for the year ended December 31, 2023, includes a $100 gift card. |

  126. 2024 Summary Compensation Table

    | (8) Amount shown represents a retention bonus of $250,000 paid in March 2024 following the Company’s Emergence and a bonus of $875,000 paid in January 2025, which included $500,000 paid pursuant to the Sterling Transition and Separation Agreement and $375,000 discretionary bonus. |

  127. 2024 Summary Compensation Table

    | (9) Amount shown represents the payment to Ms. Sterling under the Key Employee Incentive Program approved during the Company’s Chapter 11 cases. |

  128. 2024 Summary Compensation Table

    | (10) Amount shown represents the payment made to Ms. Sterling under Key Employee Retention Program (the “KERP”) which was implemented in connection with the Company’s Chapter 11 cases. KERP amounts were paid upon adoption of the KERP, subject to possible clawback. The KERP awards were scheduled to vest upon the earlier of (a) 12 months following execution of the related KERP agreement and (b) the occurrence of a specified restructuring event, as defined in the KERP. If the Company terminated the executive’s employment for “cause” or the executive voluntarily terminated his or her employment with the Company without “good reason” (each as defined in the KERP) prior to the award becoming vested, the executive will forfeit the award and must repay the Company the gross (pre-tax) amount of such award. |

  129. 2024 Summary Compensation Table

    | (11) Mr. DuChene was President and Chief Legal Officer of the Company from November 2022 until May 2023. Prior to that time, beginning in April 2019, he served as Executive Vice President and General Counsel. In connection with Mr. Sullivan’s appointment to President in May 2023. Mr. DuChene ceased to serve as President and continued to serve as Chief Legal Officer while assuming his new role of Chief Administrative Officer. All other compensation for the year ended December 31, 2023, includes a $100 gift card. |

  130. 2024 Summary Compensation Table

    | (12) Amount shown represents a retention bonus paid to Mr. DuChene in November 2022. |

  131. 2024 Summary Compensation Table

    | 46 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Executive Compensation |

  132. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information regarding non-equity incentive plan awards and equity-based awards granted to our NEOs during the year ended December 31, 2024. The equity-based awards were granted under the 2024 Stock Plan, while the non-equity incentive plan awards were granted under the Company’s 2024 Bonus Plan (the “2024 Bonus Plan”).

  133. 2024 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | All Other Option Awards; Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Adam Sullivan(3) | 6/14/2024 6/14/2024 6/14/2024 6/14/2024 | 6/14/2024 6/14/2024 6/14/2024 6/14/2024 | 312,500 | 781,250 | 1,562,500 | 119,480 | 238,961 | 716,833 | 2,867,521 716,881 | | | 2,468,467 29,621,492 7,405,381 | | Denise Sterling(4) | 9/05/2024 9/05/2024 | 9/05/2024 9/05/2024 | 0 | 0 | 0 | 0 | 0 | 0 | 318,613 | | | 3,262,597 | | Todd DuChene(5) | 7/19/2024 7/19/2024 7/19/2024 7/19/2024 | 7/19/2024 7/19/2024 7/19/2024 7/19/2024 | 500,000 | 500,000 | 1,000,000 | 41,818 | 83,637 | 250,911 | 1,003,633 250.909 | | | 868,988 10,427,747 2,606,944 |

  134. 2024 Grants of Plan-Based Awards Table

    | (1) Represents the incentive bonus amounts payable under the 2024 Bonus Plan. Threshold and target amounts represent amounts established as a minimum bonus payment by the applicable employment agreements entered into with each of Messrs. Sullivan and DuChene. The transition and separation agreement entered into with Ms. Sterling provided for a bonus payment of $500,000 payable in January 2025. Maximum amounts represent the maximum incentive payable under the 2024 Bonus Plan. For Messrs. Sullivan and DuChene, the Compensation Committee approved the actual bonus award for 2024 for each of Messrs. Sullivan and DuChene and Ms. Sterling in January 2025. See “Employment Agreements with Named Executive Officers”. |

  135. 2024 Grants of Plan-Based Awards Table

    | (2) Represents the number of PSUs granted during 2024 at target and the number of PSUs eligible to be earned depending on threshold, target or maximum performance. |

  136. 2024 Grants of Plan-Based Awards Table

    | (3) The Compensation Committee approved the RSU and PSU grants on June 14, 2024. The grants consist of (i) a one-time Emergence RSU Award of vesting over four years in equal amounts, with one-quarter of the RSUs vesting on December 31, 2024, and one-quarter of the RSUs vesting on each of the next three anniversaries of such initial vesting date, (ii) an annual grant of 716,881 RSUs vesting over four years with one-third of the RSUs vesting on January 23, 2025, and vesting as to 1/12th of the RSUs at the conclusion of each calendar quarter thereafter, and (iii) 238,961 2024 PSUs eligible to be earned over a three-year performance period consisting of three annual measurement periods (referred to above as “Measurement Periods”), with (i) one-third of the PSUs eligible to be earned and subject to vesting with respect to the 2024 calendar year, (ii) one-third of the PSUs (plus any unearned portion of the award from the first annual Measurement Period) eligible to be earned and subject to vesting with respect to the 2025 calendar year, and (C) one-third of the PSUs (plus any unearned portion of the awards from the first and second annual Measurement Periods) eligible to be earned and vesting with respect to the 2026 calendar year, subject, in each case, to the attainment of pre-established stock price targets. See “Annual PSU Awards”, above. Vesting of all the RSU and PSU awards are further subject to recipients’ continuous service through the relevant vesting date. The grant date fair value for these awards was $10.33 per share of Common Stock, which was the closing market price of our Common Stock on the date of grant. |

  137. 2024 Grants of Plan-Based Awards Table

    | (4) The Compensation Committee approved on September 5, 2024, the grant of 318,613 RSUs vesting on March 31, 2025, subject to Ms. Sterling remaining employed by or providing other services to us through the vesting date. The grant date fair value for these awards was $10.24 per share of Common Stock, which was the closing market price of our Common Stock on the date of grant. |

  138. 2024 Grants of Plan-Based Awards Table

    | (5) The Compensation Committee approved the RSU and PSU grants on July 19, 2024. The grants consist of (i) a one-time Emergence grant of 1,003,633 RSUs vesting over four years in equal amounts, with one-quarter of the RSUs vesting on December 31, 2024, and one-quarter of the RSUs vesting on each of the next three anniversaries of such initial vesting date, (ii) an annual grant of 250,909 RSUs vesting over four years with one-third of the RSUs vesting on January 23, 2025, and 1/12th of the RSUs vesting at the conclusion of each calendar quarter thereafter, and (iii) 83,637 2024 annual PSUs eligible to be earned over a three-year performance period consisting of three annual Measurement Periods, with (i) one-third of the PSUs eligible to be earned and subject to vesting with respect to the 2024 calendar year, (ii) one-third of the PSUs (plus any unearned portion of the award from the first annual Measurement Period) eligible to be earned and subject to vesting with respect to the 2025 calendar year, and (C) one-third of the PSUs(plus any unearned portion of the awards from the first and second annual Measurement Periods) eligible to be earned and subject to vesting with respect to the 2026 calendar year, subject, in each case, to the attainment of pre-established stock price targets. See “Annual PSU Awards”, above. Vesting of all the RSU and PSU awards are further subject to recipients’ continuous service through the relevant vesting date. The grant date fair value for these awards was $10.39 per share of Common Stock, which was the closing market price of our Common Stock on the date of grant. |

  139. 2024 Grants of Plan-Based Awards Table

    | CORE SCIENTIFIC 2025 PROXY STATEMENT Executive Compensation | | 47 |

  140. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  141. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    Outstanding Equity Awards at Fiscal Year-End of 2024 Table The following table presents the outstanding equity awards, which consist solely of RSUs and PSUs, held by each Named Executive Officer as of December 31, 2024.

  142. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | | Stock Awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock that Have Not Vested or Not Exercisable(#) | Market Value of Shares or Units of Stock that Have Not Vested($)(2) | | Adam Sullivan | June 14, 2024 | June 14, 2024 | 2,867,521(3) | 40,288,670 | | | June 14, 2024 | June 14, 2024 | 716,881(4) | 10,072,178 | | | June 14, 2024 | June 14, 2024 | 159,308(5) | 2,238,277 | | Todd M. DuChene | July 9, 2021 | June 24, 2021 | 20,004(6) | 281,056 | | | February 2, 2021 | January 1, 2021 | 10,000(7) | 140,500 | | | August 15, 2022 | August 15, 2022 | 60,000(8) | 843,000 | | | July 19, 2024 | July 19, 2024 | 752,725(9) | 10,575,786 | | | July 19, 2024 | July 19, 2024 | 250,909(10) | 3,525,271 | | | July 19, 2024 | July 19, 2024 | 55,758(11) | 783,400 | | Denise Sterling | July 9, 2021 | May 10, 2021 | 12,001(12) | 168,614 | | | January 18, 2022 | January 18, 2022 | 4,000(13) | 56,200 | | | August 15, 2022 | August 15, 2022 | 50,000(14) | 702,500 | | | September 5, 2024 | September 5, 2024 | 318,613(15) | 4,476,512 |

  143. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (1) Stock awards listed in this table and granted on or prior to January 24, 2024, the Effective Date of the Plan of Reorganization, represent RSUs granted pursuant to the 2021 Plan, which plan was terminated upon the Company’s Emergence from Chapter 11. All other awards consisting solely of RSUs and PSUs were granted pursuant to the 2024 Stock Plan. |

  144. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (2) Based on the closing price per share of Core common stock of $14.05 as of December 31, 2024. |

  145. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (3) A one-time grant of RSUs, one-third of which will vest on January 23, 2025, and the remainder of which will vest ratably in each of the following eight calendar quarters, provided that the Named Executive Officer remains in continuous service with us through each vesting date. |

  146. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (4) An annual compensatory grant of RSUs vesting ratably in four annual installments beginning January 23, 2025, provided that the Named Executive Officer remains in continuous service with us through each vesting date. |

  147. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (5) An annual compensatory grant of PSUs vesting ratably in three annual installments beginning January 23, 2025, upon the attainment of certain prescribed stock price hurdles, with certain adjustments for the 2025 and 2026 calendar years, if applicable, to allow for continued vesting eligibility to the extent the prescribed performance metrics were not achieved in the prior calendar year, provided that the Named Executive Officer remains in continuous service with us through each vesting date. |

  148. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (6) Represents unvested RSUs from the original grant of 800,000 RSUs, vesting one-quarter on each anniversary of the vesting commencement date. The outstanding unvested RSUs were converted on the Effective Date of the Plan of Reorganization on a ten-for-one basis pursuant to the Plan of Reorganization. |

  149. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (7) Represents unvested RSUs from the original grant of 400,000 RSUs, vesting 25% on each of the first four anniversaries of the vesting commencement date. The outstanding unvested RSUs were converted on the Effective Date of the Plan of Reorganization on a ten-for-one basis pursuant to the Plan of Reorganization. |

  150. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (8) Represents unvested RSUs from the original grant of 1,200,000 RSUs, vesting one-quarter on each anniversary of the vesting commencement date. The outstanding unvested RSUs were converted on the Effective Date of the Plan of Reorganization on a ten-for-one basis pursuant to the Plan of Reorganization. |

  151. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (9) A one-time grant of RSUs, one-third of which will vest on January 23, 2025, and the remainder of which will vest ratably in each of the following eight calendar quarters, provided that the Named Executive Officer remains in continuous service with us through each vesting date. |

  152. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (10) An annual compensatory grant of RSUs vesting ratably in four annual installments beginning January 23, 2025, provided that the Named Executive Officer remains in continuous service with us through each vesting date. |

  153. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (11) An annual compensatory grant of PSUs vesting in three annual installments beginning January 23, 2025, upon the attainment of certain prescribed stock price hurdles, with certain adjustments for the 2025 and 2026 calendar years, if applicable, to allow for continued vesting eligibility to the extent the prescribed performance metrics were not achieved in the prior calendar year, provided that the Named Executive Officer remains in continuous service with us through each vesting date. |

  154. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (12) Represents the unvested RSUs from the original grant of 480,040 RSUs vesting one-quarter on each anniversary of the vesting commencement date. The outstanding RSUs were converted on the Effective Date of the Plan of Reorganization on a ten-for-one basis pursuant to the Plan of Reorganization. |

  155. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | 50 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Executive Compensation |

  156. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (13) Represents the unvested RSUs from the original grant of 80,000 RSUs vesting one-quarter on each anniversary of the vesting commencement date. The outstanding RSUs were converted on the Effective Date of the Plan of Reorganization on a ten-for-one basis pursuant to the Plan of Reorganization. |

  157. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (14) Represents the unvested RSUs from the original grant of 1,000,000 RSUs vesting one-quarter on each anniversary of the vesting commencement date. The outstanding RSUs were converted on the Effective Date of the Plan of Reorganization on a ten-for-one basis pursuant to the Plan of Reorganization. |

  158. Outstanding Equity Awards at Fiscal Year-End of 2024 Table

    | (15) The RSUs were granted pursuant to a Transition and Separation Agreement and vest on March 25, 2025. |

  159. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following Option Exercises and Stock Vested table provides additional information about the value realized by our NEOs on the vesting of RSUs during the year ended December 31, 2024.

  160. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Adam Sullivan | — | — | 238,959 | $3,357,374(2) | | Denise Sterling | — | — | 78,003 | $644,562(3) | | Todd M. DuChene | — | — | 487,883 | $6,089,340(4) |

  161. 2024 Option Exercises and Stock Vested Table

    | (1) The value realized on vesting was determined by multiplying the number of RSUs vesting by the closing price of our Common Stock as reported on Nasdaq Global Select Market on each award’s respective vesting dates. |

  162. 2024 Option Exercises and Stock Vested Table

    | (2) Included are 238,959 RSUs that vested on December 31, 2024, based on a closing price of our Common Stock on that date of $14.05 per share. |

  163. 2024 Option Exercises and Stock Vested Table

    | (3) Included are 41,002 RSUs that vested on February 22, 2024, based on a closing price of our Common Stock on that date of $3.23 per share; 12,001 RSUs that vested on May 10, 2024, based on a closing price of our Common Stock on that date of $3.64 per share; and 25,000 RSUs that vested on August 15, 2024, based on a closing price of our Common Stock on that date of $9.26 per share. Also includes, 103,833 tranche 1 warrants (CORZW) issued against vested but undistributed RSUs on January 25, 2024 based on a closing price on that date of $1.08 per warrant and 86,528 tranche 2 warrants (CORZZ) issued against vested but undistributed RSUs on January 25, 2024 based on a closing price on that date of $1.44 per warrant. |

  164. 2024 Option Exercises and Stock Vested Table

    | (4) Included are 93,337 RSUs that vested on February 22, 2024, based on a closing price of our Common Stock on that date of $3.23 per share; 10,000 RSUs that vested on June 12, 2024, based on a closing price of our Common Stock on that date of $9.57 per share; 20,001 RSUs that vested on June 24, 2024 based on a closing price of our Common Stock on that date of $8.73 per share; 30,000 RSUs that vested on August 15, 2024 based on a closing price of our Common Stock on that date of $9.26 per share; 250,908 RSUs that vested on December 31, 2024 based on a closing price of our Common Stock on that date of $14.05 per share; and 83,637 PSUs that vested on December 31, 2024 based on a closing price of our Common Stock on that date of $14.05 per share. Also includes 236,372 tranche 1 warrants (CORZW) issued against vested but undistributed RSUs on January 25, 2024 based on a closing price on that date of $1.08 per warrant and 196,977 tranche 2 warrants (CORZZ) issued against vested but undistributed RSUs on January 25, 2024 based on a closing price on that date of $1.44 per warrant. |

  165. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Company has entered into certain agreements that will require Core to provide compensation to our Named Executive Officers in the event of their termination of employment by Core. Mr. Sullivan In the event Mr. Sullivan’s employment is terminated as a result of a termination of employment by the Company without “cause” or a resignation for “good reason”, and outside of the “protection period” (each as defined in the Sullivan Employment Agreement), he will be entitled to an amount estimated to be $58,813,668, consisting of:

  166. Potential Payments upon Termination or Change in Control

    | (i) his continued base salary for 18 months following the termination date ($937,500); |

  167. Potential Payments upon Termination or Change in Control

    | (ii) payment of any unpaid annual bonus for completed fiscal year that ended prior to the termination date ($0); |

  168. Potential Payments upon Termination or Change in Control

    | (iii) | continued eligibility to earn a pro-rata portion of the annual bonus for the fiscal year in which the termination date occurred ($781,250); |

  169. Potential Payments upon Termination or Change in Control

    | (iv) continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to 18 months following termination ($19,238) (based on 2025 rates); and(1) |

  170. Potential Payments upon Termination or Change in Control

    | (v) accelerated vesting of the unvested portion of the 2024 Equity Grant (as defined in the Sullivan Employment Agreement) ($57,075,680) |

  171. Potential Payments upon Termination or Change in Control

    | CORE SCIENTIFIC 2025 PROXY STATEMENT Executive Compensation | | 51 |

  172. Potential Payments upon Termination or Change in Control

    If Mr. Sullivan’s employment is terminated by the Company without cause or he resigns for good reason within the protection period, he will be entitled to an amount estimated to be $59,126,168, consisting of:

  173. Potential Payments upon Termination or Change in Control

    | (i) a lump-sum payment equal to two times the sum of his base salary and target annual bonus amount in effect as of the termination date ($1,250,000), |

  174. Potential Payments upon Termination or Change in Control

    | (ii) payment of any unpaid annual bonus for completed fiscal year that ended prior to the termination date ($0); |

  175. Potential Payments upon Termination or Change in Control

    | (iii) | continued eligibility to earn a pro-rata portion of the annual bonus for the fiscal year in which the termination date occurred ($781,250); |

  176. Potential Payments upon Termination or Change in Control

    | (iv) continuation coverage pursuant to COBRA for a certain period of time following termination ($19,238); and |

  177. Potential Payments upon Termination or Change in Control

    | (v) accelerated vesting of the unvested portion of his 2024 Equity Grant ($57,075,680). |

  178. Potential Payments upon Termination or Change in Control

    Mr. DuChene In the event Mr. DuChene’s employment is terminated by the Company without cause outside of the protection period that relates to a change in control (each as defined in the DuChene Employment Agreement), he will be entitled to an amount estimated to be ($18,215,813):

  179. Potential Payments upon Termination or Change in Control

    | (i) his continued base salary for 12 months following the termination date ($500,000); |

  180. Potential Payments upon Termination or Change in Control

    | (ii) payment of any unpaid annual bonus for a completed fiscal year that ended prior to the termination date ($0); |

  181. Potential Payments upon Termination or Change in Control

    | (iii) | accelerated vesting of the unvested portion of the 2024 Equity Grant (as defined in the Employment Agreement) to the extent provided under the equity award agreements governing the 2024 Equity Grant ($16,451,257); and |

  182. Potential Payments upon Termination or Change in Control

    | (iv) accelerated vesting, in full, with respect to the Legacy Awards (as defined in the Employment Agreement) that were issued to Mr. DuChene prior to the 2024 calendar year, subject to Mr. DuChene’s timely execution of a separation and release agreement ($1,264,556.) |

  183. Potential Payments upon Termination or Change in Control

    If Mr. DuChene’s employment is terminated by the Company without cause within the protection period that relates to a change in control, he will be entitled to an amount estimated to be ($18,215,813):

  184. Potential Payments upon Termination or Change in Control

    | (i) a lump-sum payment equal to his annual base salary ($500,000); |

  185. Potential Payments upon Termination or Change in Control

    | (ii) payment of any unpaid portion of any additional retention benefit, transaction benefit or similar benefit arrangement offered or provided to Mr. DuChene in connection with the change in control to which the protection period relates ($0); |

  186. Potential Payments upon Termination or Change in Control

    | (iii) | payment of any unpaid annual bonus for a completed fiscal year that ended prior to the termination date ($0); |

  187. Potential Payments upon Termination or Change in Control

    | (iv) accelerated vesting of the unvested portion of the 2024 Equity Grant to the extent provided under the equity award agreements governing the 2024 Equity Grant ($16,451,257); and |

  188. Potential Payments upon Termination or Change in Control

    | (v) accelerated vesting, in full, with respect to the Legacy Awards that were issued to Mr. DuChene prior to the 2024 calendar year, subject to Mr. DuChene’s timely execution of a separation and release agreement ($1,264,556). |

  189. Potential Payments upon Termination or Change in Control

    If Mr. DuChene terminates his employment after the “initial term” due to his “retirement” (each as provided in the DuChene Employment Agreement) due to his Retirement (each as defined in the Employment Agreement), then, subject to him remaining employed through the date of his retirement and the specific terms and conditions of the equity award agreements to be issued to him under the 2024 Stock Plan (including, as applicable, the 2024 Equity Grant), he will be entitled to accelerated vesting of any outstanding equity or equity-based incentive awards he holds to the extent provided under the equity award agreements relating thereto; provided that Mr. DuChene will be entitled to accelerated vesting, in full, with respect to the Legacy Awards that were granted to him prior to the 2024 calendar year, subject to Mr. DuChene’s timely execution of a separation and release agreement. The estimated amount of this benefit is $1,264,556 assuming this event took place on December 31, 2024. Ms. Sterling Ms. Sterling’s Transition Agreement provides that, if a Qualifying Early Termination (as defined in the Transition Agreement) occurs and Ms. Sterling complies with the relevant obligations in the Transition Agreement, she will be entitled to an amount estimated to be:

  190. Potential Payments upon Termination or Change in Control

    | (i) the Retention Bonus to the extent it remains unpaid as of the date of the Qualifying Early Termination $0) and |

  191. Potential Payments upon Termination or Change in Control

    | (ii) accelerated vesting of the unvested portion of the 2024 Equity Grant (estimated to be $4,476,513 in value as of December 31, 2024). |

  192. Potential Payments upon Termination or Change in Control

    Ms. Sterling agreed to a general release of claims and to other customary non-disparagement, confidentiality, and cooperation covenants. For purposes of termination benefits described above:

  193. Potential Payments upon Termination or Change in Control

    | • | “Cause” generally means, with respect to the executive: (i) being found guilty of a serious crime or other crime involving dishonesty, (ii) being involved in fraud or dishonest acts that harm the Company, (iii) engaging in a material breach of the |

  194. Potential Payments upon Termination or Change in Control

    | 52 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Executive Compensation |

  195. Potential Payments upon Termination or Change in Control

    | executive’s agreements with (or policies of) the Company, or (iv) other gross misconduct or material failure on the part of the executive to comply with the written instructions of the Board or the Company, as applicable. |

  196. Potential Payments upon Termination or Change in Control

    | • | “Good Reason” generally means a change to the terms of Mr. Sullivan’s employment without his consent, involving: (i) a material diminution of his authority, title, or job duties, (ii) a material reduction of his salary unless other top executives are also similarly affected, (iii) the Company’s material breach of his employment agreement, or (iv) a permanent change in his principal work location by more than 35 miles. |

  197. Potential Payments upon Termination or Change in Control

    | • | A “Retirement” generally means Mr. DuChene’s voluntary termination of employment, with at least 6 months advance notice to the Company: (i) after attainment of age 55 with 10 or more years of service to the Company, or (ii) after attainment of age 60 with 5 or more years of service to the Company. |

  198. Potential Payments upon Termination or Change in Control

    | • | A “Change in Control” generally will occur when: (i) a person or a group acquires 50% or more of the Company’s shares or voting power, (ii) with some exceptions, the Company merges or reorganizes and (x) the original shareholders immediately prior to the transaction hold less than 50% of the resulting company’s voting power after the transaction, and (y) the original members of our Board immediately prior to the transaction do not constitute a majority of the resulting company’s board of directors after the transaction, or (iii) the Company’s stockholders approve a complete liquidation or dissolution of the Company. |

  199. Non-Employee Director Compensation

    Non-Employee Director Compensation 2024 Director Compensation Table following table provides information regarding compensation earned by our current non-employee directors who served following the Emergence during the fiscal year ended December 31, 2024.

  200. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash($) | Stock Awards ($)(1)(2) | Total($) | | Jarrod Patten | 150,000 | $844,651 | 994,651 | | Todd Becker | 125,000 | $844,651 | 969,651 | | Yadin Rozov | 125,000 | $844,651 | 969,651 | | Jordan Levy | 110,000 | $844,651 | 954,651 | | Jeff Booth | 100,000 | $844,651 | 944,651 | | Eric Weiss | 100,000 | $844,651 | 944,651 |

  201. Non-Employee Director Compensation

    | (1) Represents the value of the RSUs granted in 2024 to each of the non-employee directors pursuant to the 2024 Stock Plan on the date of grant as computed in accordance with ASC Topic 718. Each non-employee director received a one-time grant on appointment to the Board of Directors following the Company’s Emergence of 127,446 RSUs vesting in on the third anniversary of the grant date, and an annual grant of 47,793 RSUs vesting on January 23, 2025, provided the director remains in continuous service through each vesting date. |

  202. Non-Employee Director Compensation

    | (2) Each of the non-employe directors identified above had 175,239 unvested RSUs as of December 31, 2024. |

  203. Non-Employee Director Compensation

    For 2024, each non-employee director was eligible to receive an annual grant of RSUs having a fair market value of $150,000 and an annual cash retainer for their service on our Board of Directors and board committees as follows. In addition, we reimburse reasonable expenses incurred by our non-employee directors in connection with attendance at Board of Directors or board committee meetings.

  204. Non-Employee Director Compensation

    | 1. | Annual Board Service Retainer: |

  205. Non-Employee Director Compensation

    | a. | All Eligible Directors: $100,000 |

  206. Non-Employee Director Compensation

    | b. | Chair of the Board: $50,000 |

  207. Non-Employee Director Compensation

    | 2. | Annual Committee Chair Service Retainer: |

  208. Non-Employee Director Compensation

    | a. | Chair of the Audit Committee: $25,000 |

  209. Non-Employee Director Compensation

    | b. | Chair of the Compensation Committee: $25,000 |

  210. Non-Employee Director Compensation

    | c. | Chair of the Nominating and Corporate Governance Committee: $10,000 |

  211. Non-Employee Director Compensation

    | CORE SCIENTIFIC 2025 PROXY STATEMENT Executive Compensation | | 53 |

  212. Non-Employee Director Compensation

    For 2025, each non-employee director will receive an annual grant of RSUs having a fair market value of $300,000, vesting one-year from the date of grant provided the director remains in continuous services through the vesting date. Newly elected members of the Board of Directors will receive a one-time grant of $500,000 in restricted stock units, vesting three years from the date of provided the director remains in continuous service through the vesting date; and an annual cash retainer for their service on our Board of Directors and board committees as follows:

  213. Non-Employee Director Compensation

    | 1. | Annual Board Service Retainer: |

  214. Non-Employee Director Compensation

    | a. | All Eligible Directors: $100,000 |

  215. Non-Employee Director Compensation

    | b. | Chair of the Board: $75,000 |

  216. Non-Employee Director Compensation

    | 2. | Annual Committee Chair Service Retainer: |

  217. Non-Employee Director Compensation

    | a. | Chair of the Audit Committee: $25,000 |

  218. Non-Employee Director Compensation

    | b. | Chair of the Compensation Committee: $25,000 |

  219. Non-Employee Director Compensation

    | c. | Chair of the Nominating and Corporate Governance Committee: $10,000 |

  220. Non-Employee Director Compensation

    | 3. | Annual Committee Service Retainer: |

  221. Non-Employee Director Compensation

    | a. | Member of the Audit Committee: $10,000 |

  222. Non-Employee Director Compensation

    | b. | Member of the Compensation Committee: $7,500 |

  223. Non-Employee Director Compensation

    | c. | Member of the Nominating and Corporate Governance Committee: $5,000 |

  224. Non-Employee Director Compensation

    Prior to the Emergence on January 23, 2024, the non-employee members of the Board of Directors were Messrs. Hollingworth, Youngblood, Goldman, and Minnis and were paid as follows:

  225. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash($(1)) | Stock Awards($)(2) | Total($) | | Jarvis Hollingsworth | 95,000 | — | 95,000 | | Kneeland Youngblood | 88,750 | — | 88,750 | | Neal Goldman | 0 | — | 0 | | Matt Minnis | 80,000 | — | 80,000 |

  226. Non-Employee Director Compensation

    | (1) The non-employee directors for 2024 prior to January 24, 2024, were entitled to an annual retainer of $300,000, with an additional $25,000 to the lead director and $20,000 for each Committee Chair ($25,000 for the Chair of the Special Committee). Committee members were paid an additional $10,000. Amounts shown represent payment for the first calendar quarter of 2024 prior to effective date of the Plan of Reorganization. |

  227. Non-Employee Director Compensation

    | (2) No RSUs were granted to any prior non-employee director during the fiscal year ended December 31, 2024. |

  228. Limitation on Increases in Non-Employee Director Compensation

    Limitation on Increases in Non-Employee Director Compensation Directors are entitled to compensation for their services on the Board of Directors or any committee thereof as may be approved by the Board of Directors, or a committee thereof to which the Board of Directors has delegated such responsibility and authority, including, if so approved, by resolutions of the Board of Directors or a committee thereof to which the Board of Directors has delegated such responsibility and authority, including, without limitation, a fixed sum and reimbursement of expenses incurred, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors, as well as reimbursement for other reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof; provided that prior to the four year anniversary of the Effective Date, (i) any increases in cash compensation in the aggregate of more than 25.0% of the cash compensation as of the effective date of the Plan of Reorganization shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class and (ii) any increases in equity compensation will require the affirmative vote of at least two Class 3 directors. The approval of Proposal 6 would eliminate the provisions limiting the compensation of non-employee directors.

  229. Limitation on Increases in Non-Employee Director Compensation

    | 54 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Pay Versus Performance |

  230. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following Pay-Versus-Performance Table and related disclosure which contains information about the relationship between the compensation actually paid to our Named Executive Officers for the fiscal year ended December 31, 2024 (the “Covered Fiscal Year”) and information about the results for certain measures of financial performance during the Covered Fiscal Year. In reviewing this information, there are a few important things we believe you should consider:

  231. PAY VERSUS PERFORMANCE

    | • | The information in columns (b) and (d) of the Pay-Versus-Performance Table comes directly from our 2024 Summary Compensation Table, without adjustment; and |

  232. PAY VERSUS PERFORMANCE

    | • | As required by Item 402(v), we describe the information in columns (c) and (e) of the Pay-Versus-Performance Table as “compensation actually paid” (“CAP”) to our Named Executive Officers. However, these CAP amounts may not necessarily reflect the final compensation that our Named Executive Officers actually earned or received for their service in the Covered Fiscal Year. |

  233. PAY VERSUS PERFORMANCE

    For further information concerning our “pay for performance” philosophy and how we align executive compensation with our performance, please refer to the “ Compensation Discussion and Analysis .”

  234. Table

    | CORE SCIENTIFIC 2025 PROXY STATEMENT Pay Versus Performance | | 55 |

  235. Table

    | 56 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Pay Versus Performance |

  236. Table

    | CORE SCIENTIFIC 2025 PROXY STATEMENT Pay Versus Performance | | 57 |

  237. Overview

    | • | Limits on Awards to Non-Employee Directors. Consistent with the Existing Plan, under the Restated Plan, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a non-employee director with respect to any calendar year, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed $800,000 in total value, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. |

  238. DIRECTORS

    DIRECTORS Section 16. Number of Directors. The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. Section 17. Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by the Certificate of Incorporation or the DGCL. Section 18. Terms of Directors. The terms of directors shall be as set forth in the Certificate of Incorporation. Section 19. Vacancies. Vacancies and newly created directorships on the Board of Directors shall be filled as set forth in the Certificate of Incorporation. Section 20. Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Board of Directors or the Secretary. Such resignation shall take effect at the time of delivery of the notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors serving on the Board of Directors at such time, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. Section 21. Removal. Directors shall be removed as set forth in the Certificate of Incorporation. Section 22. Meetings. (a) Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place, if any, within or without the State of Delaware that has been designated by the Board of Directors and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, or by electronic mail or other electronic means. No further notice shall be required for regular meetings of the Board of Directors. (b) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place, if any, within or without the State of Delaware as designated and called by the Chairperson of the Board of Directors, the Chief Executive Officer or the Board of Directors. (c) Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

  239. DIRECTORS

    | CORE SCIENTIFIC 2025 PROXY STATEMENT Appendix B | | B-11 |

  240. DIRECTORS

    (d) Notice of Special Meetings. Notice of the time and place, if any, of all special meetings of the Board of Directors shall be transmitted orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic mail or other means of electronic means transmission at least 24 hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, postage prepaid, at least three days before the date of the meeting. (e) Waiver of Notice. Notice of any meeting of the Board of Directors may be waived in writing, or by electronic transmission, at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though it had been transacted at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. Section 23. Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, and except with respect to questions related to indemnification arising under Section 46 for which a quorum shall be one-third of the authorized number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation, a quorum of the Board of Directors shall consist of a majority of the total number of directors then serving on the Board of Directors or, if greater, one-third of the authorized number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation. At any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time, without notice other than by announcement at the meeting. (b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by applicable law, the Certificate of Incorporation or these Bylaws. Section 24. Action without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission. Such After an action is taken, such consent or consents shall be filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. (a) Fees and Compensation. Directors shall be entitled to such compensation for their services on the Board of Directors or any committee thereof as may be approved by the Board of Directors, or a committee thereof to which the Board of Directors has delegated such responsibility and authority, including, if so approved, by resolution of the Board of Directors or a committee thereof to which the Board of Directors has delegated such responsibility and authority, including, without limitation, a fixed sum and reimbursement of expenses incurred, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors, as well as reimbursement for other reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof; provided that prior to the four (4) year anniversary of the Effective Date, (i) any increases in cash compensation in the aggregate of more than twenty-five percent (25.0%) of the cash compensation as of the Effective Date shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class and (ii) any increases in equity compensation shall require the affirmative vote of at least two (2) Class 3 directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor. Section 25. Committees. (a) Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one or more members of the Board of Directors. The Executive Committee, to the extent permitted by applicable law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any Bylaw of the corporation.

  241. DIRECTORS

    | B-12 | | CORE SCIENTIFIC 2025 PROXY STATEMENT Appendix B |

  242. DIRECTORS

    (b) Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be permitted by applicable law. Such other committees appointed by the Board of Directors shall consist of one or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws. (c) Term. The Board of Directors, subject to any requirements of any outstanding series of preferred stock and the provisions of subsections (a) or (b) of this Section 25, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his or her death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places, if any, as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at such place, if any, that has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place, if any, of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place, if any, of special meetings of the Board of Directors. Notice of any meeting of any committee may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. Section 26. Duties of Chairperson of the Board of Directors. The Chairperson of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairperson of the Board of Directors shall perform such other duties customarily associated with the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time. Section 27. Lead Independent Director. The Chairperson of the Board of Directors, or if the Chairperson is not an independent director, one of the independent directors, may be designated by the Board of Directors as lead independent director to serve until replaced by the Board of Directors (“Lead Independent Director”). The If appointed, the Lead Independent Director will preside over meetings of the independent directors and perform such other duties as may be established or delegated by the Board of Directors and perform such other duties as may be established or delegated by the Chairperson of the Board of Directors. Section 28. Organization. At every meeting of the directors, the Chairperson of the Board of Directors, or, if a Chairperson has not been appointed or is absent, the Lead Independent Director, or if the Lead Independent Director has not been appointed or is absent, a chairperson of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his or her absence, any Assistant Secretary or other officer, director or other person directed to do so by the person presiding over the meeting, shall act as secretary of the meeting.