DEF 14A of Core Scientific, Inc./tx
Filed Mar 31, 2026 · FY20250001193125-26-134857
STOCKHOLDERS
| CEO PAY RATIO | 51 | | PAY VERSUS PERFORMANCE | 52 | | NON-EMPLOYEE DIRECTOR COMPENSATION | 59 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 61 | | PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 62 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 64 | | TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION | 66 | | Indemnification Agreements | 66 | | Other Related Party Transactions | 66 | | Related Person Transaction Policy | 66 | | STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING | 67 | | HOUSEHOLDING OF PROXY MATERIALS | 68 | | OTHER MATTERS | 69 | | APPENDIX A | A-1 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
INFORMATION REGARDING DIRECTOR NOMINEES
INFORMATION REGARDING DIRECTOR NOMINEES The following is a brief biography of our nominees for director and a discussion of the specific experience, qualifications, attributes, or skills of the nominees that led us to conclude that such persons should serve as directors. 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 is related by blood, marriage, or adoption to any other director nominee or executive officer. No arrangements or understandings exist between any director nominee and any other person pursuant to which such person was selected as a 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.
Information Regarding Director Nominees
Information Regarding Director Nominees
Information Regarding Director Nominees
| | 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 since August 2, 2023. Prior to joining the Company, from 2017 to 2023, Mr. Sullivan served as Managing Director and Head of the 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 and digital data center industries 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: 34 Director Since: 2024 Committees: N/A | |
Information Regarding Director Nominees
| | 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 venture capital fund that invest in 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 BCTIA’s Hall of Fame. Furthermore, in 2016, he gained recognition from Goldman Sachs, who named him one of the 100 Most Intriguing Entrepreneurs. 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: 56 Director Since: 2024 Committees: Audit Compensation Nominating and Corporate Governance | |
Information Regarding Director Nominees
| CORE SCIENTIFIC 2026 PROXY STATEMENT Information Regarding Director Nominees | | 9 |
Information Regarding Director Nominees
| | Ms. Crain has served on our Board of Directors since May 14, 2025. Ms. Crain was Chief Operating Officer and a Co-Founder of Moelis & Company (“Moelis”), an investment banking firm, from its inception in 2007 through 2023. She led Moelis’ global strategy, operations, and risk functions through all stages of the firm’s growth. Prior to Moelis, Ms. Crain was a Managing Director at UBS Investment Bank from 2001 to 2007, where she served as the Chief Operating Officer of the UBS Investment Banking Department Americas and was a member of the Investment Bank Board. From 1997 to 2001, Ms. Crain was in the private equity industry, after beginning her career in 1988 at Merrill Lynch. Ms. Crain is a member of the Board of Nokia Corporation (NYSE: NOK) and Chair of the Strategy Committee and member of the Personnel Committee. In addition, she is an Advisory Partner at Consello Group, a global advisory firm that works with companies on strategy and value creation since 2024. Ms. Crain holds an MBA from The Wharton School, University of Pennsylvania, and a B.S. in Economics from Arizona State University. We believe Ms. Crain is well suited to serve as a director on our Board of Directors due to her experience in strategic planning and execution, operational leadership, and corporate governance. | | Elizabeth Crain Independent Director Age: 61 Director Since: 2025 Committees: Audit (Chair) | |
Information Regarding Director Nominees
| | Mr. Rozov has served on our Board of Directors since January 23, 2024. Since September 2025, Mr. Rozov has served as Chief Executive Officer of Ambac Assurance Corporation and Chief Investment Officer of American Acorn Corporation. Mr. Rozov is also the founder and managing partner of Terrace Edge Ventures LLC. From 2019 to 2021, he was a Partner of GoldenTree Asset Management LLC and also served as Chief Executive Officer and President of Syncora Guarantee Inc. and, from 2020 to 2021, as Chief Executive Officer of Financial Guaranty UK Ltd. From 2009 to 2019, he was a Partner and Managing Director at Moelis & Company, where he headed the Financial Institutions Advisory group and served on the Management Committee of Moelis Asset Management. From 2014 to 2019, he helped co-found College Avenue Student Loans LLC, where he served on the board, and co-founded Chamonix Partners Capital Management LLC. From 2007 to 2009, he was a Managing Director at UBS AG, where he served as Head of the Americas for the Repositioning Group. Mr. Rozov currently serves on the boards of Dave Inc. and Oramed Pharmaceuticals Inc. and previously served on the boards of Midwest Holding Inc. and Neo Performance Materials Inc. He 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: 48 Director Since: 2024 Committees: Audit Compensation (Chair) | |
Information Regarding Director Nominees
| 10 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Information Regarding Director Nominees |
Information Regarding Director Nominees
| | 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 October 2017. 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, 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. Mr. Weiss is a director of OranjeBTC (OBTC3.SA), a Brazilian publicly traded company dedicated to holding Bitcoin, and served as a director of Kindly MD, Inc. (NASDAQ: NAKA) from August 14, 2025 (the effective date of the merger with and into Nakamoto Holdings, Inc.) until September 29, 2025. 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: 55 Director Since: 2024 Committees: Compensation Nominating and Corporate Governance | |
Information Regarding Director Nominees
| CORE SCIENTIFIC 2026 PROXY STATEMENT Corporate Governance and Related Matters | | 11 |
Key 2025 Executive Compensation Highlights
| • | Base Salary — Approved an annual base salary increase for our CEO to $825,000 from $625,000 to further align his base pay with those of chief executive officers of companies in the Company’s compensation Peer Group (as further discussed below in “Competitive Positioning”), and an annual base salary increase for Mr. DuChene to $525,000 from $500,000 to reflect Mr. DuChene’s continued value to and strong performance for the Company, particularly in light of his extensive professional experience and tenure with the Company. Mr. Nygaard’s annual base salary was set at $600,000 upon his appointment to chief financial officer pursuant to the Nygaard Employment Agreement, which the Company believes to be an appropriately sized salary level in light of Peer Group practices. See “Annual Base Salary” below for more information. |
Key 2025 Executive Compensation Highlights
| • | Annual Cash Bonuses — Approved performance metric based cash bonuses in 2025 under our 2025 annual cash bonus plan at 200% of the target annual cash bonus opportunity for each of our Named Executive Officers (other than Ms. Sterling, who was not eligible for the 2025 annual bonus plan but received a discretionary bonus for her full year of transition related services based on the performance metrics applicable to the other NEOs and her individual performance). The annual cash bonus for 2025 was based on three performance metrics, including two objective, preestablished metrics applicable to two-thirds of the available bonus amount. The payment at maximum reflects the Company’s exceptional performance relative to these metrics as well as the final metric evaluating individual performance contributions to the Company’s exceptional achievement of Company objectives during 2025. See “Annual Cash Bonuses” below for more information, including a discussion of performance relative to the various metrics. |
Key 2025 Executive Compensation Highlights
| • | Long-Term Incentive Compensation — The Compensation Committee approved the grant of long-term incentive compensation opportunities under the Core Scientific, Inc. 2024 Stock Incentive Plan (the “2024 Stock Plan”) to Messrs. Sullivan and DuChene. These grants had aggregate grant date fair values of $20,005,674 and $5,846,793, respectively, with one-third of the total amount awarded in the form of time-based restricted stock units (“RSUs”) and two-thirds in the form of performance-based restricted stock units (“PSUs”). The PSUs are subject to the achievement of three established performance metrics and may be earned and settled in shares of our common stock. |
Key 2025 Executive Compensation Highlights
In response to feedback from our stockholders and proxy advisory firms, we increased the proportion of performance-based equity in our 2025 long-term incentive grants. Specifically, the mix shifted to two-thirds PSUs and one-third RSUs, compared to the 2024 ratio of one-quarter PSUs and three-quarters RSUs (excluding Emergence Awards granted in connection with our bankruptcy reorganization). For the 2025 PSU grants, vesting is tied to a robust set of objective and diverse metrics that are directly aligned with our business model and operational priorities. These metrics represent an evolution from the single stock price metric used in 2024, which was critical during our immediate post-emergence period to drive the elimination of bankruptcy-related debt and enhance warrant value for stockholders. The 2025 design also incorporates a Total Shareholder Return (TSR) measure, which is now feasible given the additional time elapsed since our bankruptcy emergence and the availability of more meaningful TSR performance data. Pursuant to the Nygaard Employment Agreement, Mr. Nygaard was granted a time-based RSU award covering 819,672 shares under the 2024 Stock Incentive Plan. This award vests in three equal tranches, with one-third vesting on March 3, 2026, and one-third vesting on each of the next two anniversaries of that date, generally subject to his continued employment through each applicable vesting date. Ms. Sterling was not awarded a 2025 long-term incentive grant in early 2025 with the other NEOs in light of her employment transition. See “Long-Term Incentive Compensation” below for more information, including a discussion of performance relative to the various metrics.
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. |
Guiding Compensation Principle: Pay-for-Performance
Guiding Compensation Principle: Pay-for-Performance Our executive compensation program is intended to be reasonable and competitive, and to appropriately balance the goals of attracting, motivating, rewarding, and retaining our Named Executive Officers with the goal of aligning their interests with those of our stockholders. To ensure this alignment and to motivate and reward individual initiative and effort, a substantial portion of our Named Executive Officers’ annual target total direct compensation opportunity is both “at risk” and variable in nature. While we do not determine either “variable” or “fixed” pay for each Named Executive Officer with reference to a specific percentage of target total direct compensation, the Compensation Committee beginning with 2025 generally looks to set each individual component of total compensation at roughly between the 50th and 75th percentile of our compensation Peer Group and to adjust as necessary to achieve total target compensation generally between the 50th and 75th percentile of our Peer Group, depending on the executive’s expertise, expected contribution, retention and other factors. Consistent with our “pay-for-performance” philosophy, our Compensation Committee prefers variable to fixed compensation and variable compensation determined by achievement of pre-established performance metrics that relate to Company objectives that are
Guiding Compensation Principle: Pay-for-Performance
| • | First, a substantial portion of our Named Executive Officers’ target annual cash compensation is performance-based through their participation in our annual cash bonus plan which provides payment only if our NEOs produce short-term financial, operational, and strategic results that meet or exceed the pre-established goals and objectives, which are described under “Annual Cash Bonuses” below. |
Guiding Compensation Principle: Pay-for-Performance
| • | In addition, we grant PSU awards, which comprise a significant portion of our Named Executive Officers’ long-term incentive compensation opportunities. Amounts under the PSU awards are earned over a multi-year period based on our actual results measured against one or more financial performance metrics for an established specified series of performance periods, generally subject to continued employment. Consequently, the value of these awards depends entirely on the value of our common stock and the attainment of the applicable performance and other vesting metrics, thereby incentivizing our Named Executive Officers to build sustainable long-term value for the benefit of our stockholders and remain employed by the Company. |
Guiding Compensation Principle: Pay-for-Performance
As noted above, Ms. Sterling did not receive a PSU award in 2025, and Mr. Nygaard’s 2025 long-term incentive compensation grant was made exclusively in the form of time-based restricted stock units in accordance with the terms of the Nygaard Employment Agreement. Beginning in 2026, Mr. Nygaard’s long-term incentive awards are expected to align with those of our other NEOs, incorporating our current mix of time-based and performance-based restricted stock units. These compensation elements are intended to ensure that, each year, a substantial portion of our NEOs’ annual target total direct compensation opportunity is contingent (variable, rather than fixed) in nature, with the amounts ultimately payable subject to our actual performance with payments at, below, or above target levels. We believe that this design provides appropriately balanced incentives to our NEOs to drive financial performance and long-term growth. As part of our commitment to our pay-for-performance compensation program, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our NEOs, the amount of compensation realizable (and ultimately realized) from such awards in subsequent years, and our total stockholder return over this period.
Executive Compensation Policies and Practices
| What We Do | What We Don’t Do | | Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors as defined under the applicable SEC rules and Nasdaq listing standards, who make the decisions with respect to our Named Executive Officers’ compensation and establish our executive compensation and governance-related policies and practices. Independent Compensation Advisor. In 2025, the Compensation Committee retained an independent compensation consulting firm to provide information, analysis, and support for our executive compensation program and to advise on our director compensation program. The Compensation Committee believes the use of an independent compensation consultant provides additional assurance that our executive compensation program is competitive in the marketplace and reflects our executive compensation philosophy, goals, and objectives. In 2025, our independent compensation consultant performed no other consulting or other services for us. Annual Executive Compensation Review. The Compensation Committee conducts regular reviews (but no less than annually) of our compensation strategy, including a review and determination of our compensation Peer Group used for comparative purposes. The Compensation Committee also performs an annual review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk is not reasonably likely to have a material adverse effect on the Company. “Pay-for-Performance” Compensation Philosophy. Most of our Named Executive Officers’ annual target total direct compensation is linked to corporate performance. Target total direct compensation includes (i) a significant equity-based element, the value of which is dependent on performance based vesting and directly by stock price, and (ii) an incentive bonus determined by performance to pre-established metrics tied to achievement of operational and other metrics aligned with Company performance, thereby making a substantial portion of each NEO’s annual target total direct compensation opportunity dependent upon our overall, long-term success (as measured through our stock price performance). Because a significant portion of our NEOs’ compensation is in the form of “at-risk” and variable pay, they are incentivized to drive financial performance and further enhance their focus on long-term growth, and their interests are aligned with the interests of our stockholders. Long-Term Vesting Requirements. Typically, the service-based equity awards granted to our Named Executive Officers vest over a multi-year period following the date of grant, which is consistent with current market practice and our executive officer retention objectives. Compensation Recovery (“Clawback”) Policy. We maintain a compensation recovery policy that complies with the requirements of Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards (the “Clawback Policy”). The Clawback Policy applies to erroneously-awarded incentive compensation (including equity awards) received by current and former executive officers on or after October 2, 2023 in the event that we are required to prepare an accounting restatement that corrects an error in previously issued financial statements that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, due to material noncompliance with any financial reporting requirement under the securities laws and a lower payment or award would have been made to such executive officer based on the restated financial results. “Double-Trigger” Change-in-Control Arrangements. Under our employment agreements with our Named Executive Officers, all change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change in control of the Company and a qualifying termination of employment before payments and benefits are paid). Succession Planning. The Nominating and Corporate Governance Committee reviews the risks associated with our key executive officer positions to ensure adequate succession plans are in place. | No Special Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or arrangements, or non-qualified deferred compensation plans or arrangements to our Named Executive Officers. Our NEOs are eligible to participate in our tax-qualified Section 401(k) retirement savings plan (the “Section 401(k) Plan”) on the same basis as our other full-time, salaried employees. Limited Perquisites. We do not view perquisites or other personal benefits as a significant element of our executive compensation program. Consequently, we provide limited perquisites to our Named Executive Officers. No Hedging or Pledging of our Securities. Under our Insider Trading Policy, we prohibit our employees, including our Named Executive Officers, and the non-employee members of our Board of Directors from engaging in hedging transactions or short sales, pledging our securities as collateral for a loan, purchasing our securities on margin, or placing our securities in a margin account. No Stock Option Repricing. Our 2024 Stock Plan does not permit stock options or stock appreciation rights to be repriced to a lower exercise or strike price and certain analogous transactions without the approval of our stockholders. |
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. The Compensation Committee benchmarks against other companies in our Peer Group to evaluate our compensation levels and as a decision-making tool for specific compensation decisions with respect to our Named Executive Officers. The Compensation Committee recognizes the value of considering market data when making executive compensation decisions and believes unless other circumstances warrant that NEO compensation should be roughly between the 50th and 75th percentile of companies in its Peer Group. While there may be situations in which an NEO’s compensation may fall outside this range, such as performance, experience, expertise, expected contribution, competition, retention, unavailability of comparable benchmarking metrics and other factors specific to the individual or the position, such other factors were not a material consideration of the Compensation Committee during 2025. For 2025, the Compensation Committee evaluated the appropriate value for our NEOs’ annual target total direct compensation opportunities, consisting of annual base salary, performance-based bonus and short and long term equity. The Compensation Committee evaluated the annual target total and each of its base salary, performance bonus and short and long term equity components against the Peer Group market benchmarks from available public and survey data to establish a range for target values within various percentiles of the market with the objective of establishing each component of target total annual direct compensation between the 50th and 75th percentile of the market. The Compensation Committee then considered adjustments, in consultation with its compensation consultant, after weighing relevant considerations, including the following:
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; |
Setting Target Total Direct Compensation
| • | our financial performance relative to both our compensation Peer Group (a formally established group used for pay benchmarking) and our performance peers (the component companies of the Russell 2000 Index); |
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 |
Role of Compensation Consultant
Role of Compensation Consultant In 2025, the Compensation Committee engaged Compensia, Inc. (“Compensia”) to serve as its independent compensation consultant. Compensia reported directly to the Compensation Committee and served at the discretion of the Compensation Committee. Beginning in January 2026, the Compensation Committee changed compensation consultants and retained Pay Governance, LLC as its independent compensation consultant regarding compensation decisions for 2026.
Role of Compensation Consultant
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Role of Compensation Consultant
During 2025, 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:
Role of Compensation Consultant
| • | reviewing and analyzing the annual base salary levels, target annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers as compared to competitive market data drawn from our 2024 compensation peer group and/or selected broad-based compensation surveys; |
Role of Compensation Consultant
| • | reviewing and summarizing competitive market compensation practices for the chief financial officer and other executive positions; |
Role of Compensation Consultant
| • | conducting a review of the report of proxy advisors (including Institutional Shareholder Services and Glass Lewis) with respect to their recommendations on matters to be submitted for stockholder approval at the 2025 Annual Meeting of Stockholders; |
Role of Compensation Consultant
| • | reviewing and analyzing the competitive market with respect to the compensation arrangements for the members of a special committee of the board of directors formed to evaluate and make recommendations on various issues arising in connection with a proposed merger or other acquisition and preparing a report presenting its findings and summarizing best practices concerning the scope, jurisdiction, and duration of such a committee; and |
Role of Compensation Consultant
| • | providing updates on regulatory developments and market trends. |
Role of Compensation Consultant
Compensia also coordinated with our management for data collection and job matching for our Named Executive Officers. In 2025, 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 2025. 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 had arisen as a result of the work performed by Compensia, including the work performed by the individual compensation advisors employed by Compensia.
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 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:
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, financial, 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 prior four fiscal quarters’ revenue of approximately $575 million | | 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 billion |
Competitive Positioning
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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:
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 | | |
Competitive Positioning
For purposes of its 2025 review of our executive compensation program, 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 NEOs 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. The Compensation Committee reviews our compensation Peer Group periodically and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the Peer Group.
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 2025, 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.
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 results that support our long-term ability to create stockholder value | | Long-Term Incentive Compensation | Variable equity compensation in the form of PSU awards, which are earned based on both pre-established performance goals and objectives and time-based vesting requirements, and time-based RSU awards, which vest over a three or four-year period | Motivate and reward achievement of long-term performance goals and align the economic interests of our Named Executive Officers and our stockholders |
Annual Base Salary
Mr. Sullivan received a more significant base salary increase in 2025 to better align his compensation with the Committee’s pay philosophy, which targets total direct compensation between the market median and 75th percentile of our compensation Peer Group. Prior to this adjustment, Mr. Sullivan’s salary had been positioned near the 25th percentile of the Peer Group. In recognition of his exceptional leadership in guiding the Company through its emergence from bankruptcy and successfully repositioning it as a leading high-performance computing and AI infrastructure operator, the Committee determined that a competitive salary level was appropriate and necessary to reflect both his contributions and the Company’s transition to a growth-oriented public company. The annual base salaries of our Named Executive Officers during 2025 are reflected in the “Summary Compensation Table” below.
Annual Cash Bonuses
Annual Cash Bonuses We use annual cash bonuses to motivate our Named Executive Officers to achieve our annual business goals and objectives, consistent with our annual operating plan. These bonuses align with our pay-for-performance philosophy, as payouts are contingent on achieving pre-established financial, operational, and/or strategic goals. They also support retention, as cash bonuses are a standard element in our industry, and promote stockholder alignment by tying rewards to outcomes that drive long-term value. In April 2025, the Compensation Committee approved the terms of our annual cash bonus plan (the “2025 Bonus Plan”), including performance metrics, threshold, target, and maximum achievement levels, and target bonus opportunities for Messrs. Sullivan and DuChene. Mr. Nygaard’s target opportunity was set under his employment agreement, with the same performance metrics applied. Per the transition agreement, Ms. Sterling was not eligible for the 2025 Bonus Plan. Ms. Sterling was paid a discretionary bonus for 2025 for her continuing transition services during 2025. See “Summary Compensation Table” for amounts actually paid for 2025. Target Annual Cash Bonus Opportunities For 2025, the Compensation Committee set target bonus opportunities (as a percentage of base salary) after reviewing a competitive market analysis from its compensation consultant and other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. Targets for Messrs. Sullivan and DuChene remained at 2024 levels, while Mr. Nygaard’s was established pursuant to his employment agreement.
Annual Cash Bonuses
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Annual Cash Bonuses
Our participating Named Executive Officers’ target annual cash bonus opportunities for 2025 were as follows.
Annual Cash Bonuses
| Named Executive Officer | 2025 Annual Base Salary ($) | 2025 Target Annual Cash Bonus Opportunity (as a percentage of annual base salary) (%) | 2025 Target Annual Cash Bonus Opportunity ($) | | Mr. Sullivan | $825,000 | 125% | $1,031,250 | | Mr. Nygaard | $600,000 | 100% | $600,000 | | Mr. DuChene | $525,000 | 100% | $525,000 |
Annual Cash Bonuses
Corporate Performance Metrics In April 2025, the Compensation Committee selected a series of quantitative (ideal hashrate utilization and controllable expenses) and qualitative (various operational compliance goals and strategic objectives described in the table below) as the performance metrics for the 2025 Bonus Plan. For purposes of measuring the achievement of these performance metrics, the following specific criteria were to be applied:
Annual Cash Bonuses
| Performance Metrics | | | Weight | | (Threshold Level) (80%) | (Target Level) (100%) | (Maximum Level) (200%) | | | Operational efficiency at Ideal Hashrate at 85% of plan(1) | Operational efficiency at Ideal Hashrate at 92% of plan | Operational efficiency at Ideal Hashrate at 97% of plan | 33.3% | | Controllable Expenses at greater than 100% of budget and less than 110% of budget(2) | Controllable Expenses at budget | Controllable Expenses equal to or less than 95% of budget | 33.3% | | Individual Management Performance contribution to Company Objectives | Individual Management Performance contribution to Company Objectives | Individual Management Performance contribution to Company Objectives | 33.3% |
Annual Cash Bonuses
| (1) Ideal Hashrate is the optimal uptime for operating Company digital asset mining machines not in repair taking into account availability and price of power, mandatory and necessary curtailments. Plan is defined as the aggregate expected performance of all units in the fleet based on the manufacturer’s specifications of theoretically achievable hashrate for all installed and up and running chips. |
Annual Cash Bonuses
| (2) Controllable expenses were budgeted at $151,300,000. Controllable expenses are total expenses for the calendar year, excluding depreciation and amortization, stock-based compensation, cash incentive bonus, advisor fees and expenses and non-recurring start-up costs associated with the high-density colocation computing business. Items excluded from controllable expenses include stock-based compensation, depreciation and amortization, advisor fees, colocation org start-up costs, non-controllable legal expenses, and employee bonuses. Controllable expenses is a non-GAAP financial measure. For a full reconciliation of controllable expenses for the year ended December 31, 2025 to total costs and expenses, the most directly comparable financial measure stated in accordance with GAAP, please see Appendix A to this proxy statement. |
Annual Cash Bonuses
The Compensation Committee selected each of these items as the performance metrics for the 2025 Bonus Plan because, in its view, they were consistent with the near-term goals and objectives of our annual 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 under the 2025 Bonus Plan were greater than the amounts achieved during 2024 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 metric, the Compensation Committee believed that measuring each Named Executive Officer’s individual contribution to our progress with respect to our overall Company goals and objectives for 2025 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. For purposes of the 2025 Bonus Plan, payment of the earned portion of the 2025 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.
Annual Cash Bonuses
| CORE SCIENTIFIC 2026 PROXY STATEMENT Compensation Discussion and Analysis | | 35 |
Annual Cash Bonuses
2025 Cash Bonus Payments To determine the 2025 cash bonus payments, the Compensation Committee reviewed the Company’s financial performance for 2025, including the determination that the Company had achieved “ideal hashrate” in excess of 98%, exceeding the maximum performance metric of 97% set for the highest performance level (200%) for 1/3 of the bonus amount; and recorded controllable expense at a level that was 92% of the Company’s budgeted amount, an expense level that out-performed the maximum performance metric of expense below 95% of the Company’s budgeted amount established for the highest performance level (200%) for 1/3 of the bonus amount. The Compensation Committee also determined that the performance of each of the NEOs exceeded expectations and contributed significantly to the performance of the Company to the established metrics. As a result, the Compensation Committee determined that the Company had met the maximum performance threshold for all three of the performance metrics established for the 2025 annual bonus payment and authorized a payout of 200% of the target amount for each of the NEOs eligible to receive a bonus pursuant to the 2025 annual bonus plan. The following were, among others, considerations taken into account by the Compensation Committee for purposes of the individual management performance contribution to Company objectives:
Annual Cash Bonuses
| • | Increased available electrical power pipeline to approximately 1.5 gigawatts |
Annual Cash Bonuses
| • | Increased medium voltage energized megawatts to approximately 350 MW as of March 2, 2026 |
Annual Cash Bonuses
| • | Achieved one million square feet of constructed data center building shells |
Annual Cash Bonuses
| • | TSR exceeded 300%, which ranked us in excess of the 75th percentile relative to the companies comprising the Russell 2000 Index |
Annual Cash Bonuses
| • | Contracted subject to diligence three additional powered sites in diverse geographic markets |
Annual Cash Bonuses
| • | Finalized settlement of all remaining Chapter 11 claims to complete the final distribution of reserved shares |
Annual Cash Bonuses
| • | Execution of the proposed merger with CoreWeave, transition to standalone business plan following rejection of the proposed merger by the Company’s stockholders and the overall increase in the value of the Company. |
Annual Cash Bonuses
| • | Enhancement to management team, transition to KPMG and back to office initiatives |
Annual Cash Bonuses
In evaluating the appropriate level of payment, the Compensation Committee was also mindful of the fact that the annual bonus programs of many Peer Group members rely heavily on subjective and qualitative determinations and, moreover, that a primary and important focus of management during 2025, and one not meaningfully reflected in performance relative to the quantitative goals, was navigating the failed merger with CoreWeave, which ultimately led to a sharp increase in the Company’s share price. Accordingly, the Compensation Committee believes that the payment of the 2025 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. Based on its assessment of all these quantitative and qualitative factors, the Compensation Committee awarded the following 2025 cash bonus payments to our participating Named Executive Officers:
Annual Cash Bonuses
| Named Executive Officer | 2025 Target Annual Cash Bonus Opportunity ($) | 2025 Actual Cash Bonus ($) | 2025 Actual Cash Bonus (as a percentage of target annual cash bonus opportunity) (%) | | Mr. Sullivan | $1,031,250 | $2,062,500 | 200% | | Mr. Nygaard | $600,000 | $1,200,000 | 200% | | Mr. DuChene | $525,000 | $1,050,000 | 200% |
Long-Term Incentive Compensation
Long-Term Incentive Compensation We provide long-term incentive compensation opportunities in the form of equity awards to our Named Executive Officers. Equity awards are an integral element of our executive compensation program and are designed to assist us in achieving our executive compensation goals and objectives. Long-term incentive awards are granted in the form of PSU awards and RSU awards which provide our Named Executive Officers with the opportunity to earn and receive shares of our common stock upon vesting and settlement. The Compensation Committee believes 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, earned and realized only if we have achieved specific pre-established financial, operational, and/or strategic goals and objectives that drive our
Long-Term Incentive Compensation
| 36 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Compensation Discussion and Analysis |
Long-Term Incentive Compensation
business and create stockholder value and, therefore, serve to reward the achievement of these goals and objectives. Further, the design of our equity awards is 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. In April 2025, the Compensation Committee approved long-term incentive compensation opportunities for Messrs. Sullivan and DuChene under our annual equity grant program. To determine the target values and mix of these awards, the Committee considered a competitive market analysis from its compensation consultant, along with the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. In a deliberate shift to emphasize performance-based incentives, the Committee allocated approximately two-thirds of each executive’s target award value to PSUs and one-third to RSUs. This represents a significant increase in the performance-based portion compared to 2024, when the mix was one-quarter PSUs and three-quarters RSUs (excluding Emergence Awards). The Committee viewed this enhanced weighting toward PSUs as appropriate, given the executives’ critical roles in driving our long-term financial, operational, and strategic objectives. The annual equity awards granted to Messrs. Sullivan and DuChene in April 2025 were as follows:
Long-Term Incentive Compensation
| Named Executive Officer | 2025 Annual PSU Award (#) (1) | 2025 Annual RSU Award (#) (1) | 2025 Annual Equity Award Aggregate Target Value ($) | | Mr. Sullivan | 1,332,117 | 665,985 | $13,687,000 | | Mr. DuChene | 389,343 | 194,600 | $4,000,000 |
Long-Term Incentive Compensation
| (1) The number of PSUs and RSUs subject to each 2025 annual equity award granted to Messrs. Sullivan and DuChene, respectively, was equal to (i) the target value of the 2025 Annual RSU Award divided by (ii) the closing market price of our common stock on April 15, 2025, which was $6.85 per share, with approximately two-thirds of each Named Executive Officer’s target value allocated to the 2025 PSU award and the remaining one-third allocated to the RSU award. |
Long-Term Incentive Compensation
Annual PSU Awards The 2025 Annual PSU Awards are eligible to be earned over a three-year performance period consisting of three annual measurement periods (each, a “Measurement Period”), with one-third of the PSUs (plus any unearned portions from prior Measurement Periods, as applicable) eligible to be earned and vest based on performance for each respective calendar year (2025, 2026, and 2027). In each case, the number of PSUs earned depends on achievement against pre-established performance metrics, with vesting generally subject to the Named Executive Officer’s continued employment through the end of the applicable Measurement Period. For the “new customer acquisition involving a total of 100 megawatts” metric, the Compensation Committee may adjust the achievement level upward or downward based on factors such as customer identity, site location, total megawatts, contract profitability, contract length and other material terms, and other considerations not determinable in advance. The pre-established performance metrics for the 2025 Annual PSU Awards for the first Measurement Period were as follows:
Long-Term Incentive Compensation
| Performance Metrics | | | | | (Threshold Level) (100%) | (Target Level) (200%) | (Maximum Level) (300%) | Weight | | Relative TSR compared to the Russell 2000 that is greater than 25% and less than 50% (grant date to year-end) | Relative TSR compared to the Russell 2000 that is 50% or greater than and less than 75% (grant date to year-end) | Relative TSR compared to the Russell 2000 that is 75% or greater (grant date to year-end) | 33.3% | | Aggregate Energized Megawatts growth to plan equal to 95% (powered site completion on or before March 15, 2026) | Aggregate Energized Megawatt growth to plan equal to 100% (powered site completion on or before March 15, 2026) | Aggregate Energized Megawatt growth to plan equal to 105% (powered site completion on or before December 31, 2025) | 33.3% | | Compensation Committee discretion | New customer(s) acquisition total of 100 megawatts | Compensation Committee discretion | 33.3% |
Long-Term Incentive Compensation
These performance metrics were designed to incentivize the NEOs to focus on acquisition of additional land and electrical power that can be sold to customers increasing the Company’s revenue growth and customer acquisition and development creating customer diversification, stabilizing long term revenue and increasing the Company’s stock price and enhancing the Company’s long term return on its shareholder’s investment in the Company..
Long-Term Incentive Compensation
| CORE SCIENTIFIC 2026 PROXY STATEMENT Compensation Discussion and Analysis | | 37 |
Long-Term Incentive Compensation
On March 20, 2026, the Compensation Committee determined that, for purposes of the first Measurement Period, (i) our TSR for the period from April 28, 2025 (the date the metrics were finally approved by the Compensation Committee) to December 31, 2025 compared to the Russell 2000 was 84.8% and (ii) we had achieved aggregate energized megawatts growth to equal to 142% of our annual operating plan (as of March 15, 2026), Accordingly, the weighted percentage achievement levels for each of these two performance metrics were 300% and 200%, respectively. In addition, the Compensation Committee determined that the customer attainment metric was not met and achievement for that metric was zero. Accordingly, the Compensation Committee determined that for purposes of the first Measurement Period, each of Messrs. Sullivan and DuChene had earned 167% of the target number of PSUs subject to their 2025 Annual PSU Awards for the first Measurement Period (i.e., with respect to the PSUS attributable to calendar year 2025), with each of such earned PSUs vested and settled in March 2026 for the number of shares of our common stock set forth next to their name in the following table):
Long-Term Incentive Compensation
| Named Executive Officer | 2025 Annual PSU Award – Earned PSUs (#) | PSUs Settled for Shares of Common Stock (#) | | Mr. Sullivan | 741,545 | 741,545 | | Mr. DuChene | 216,734 | 216,734 |
Long-Term Incentive Compensation
As provided under their 2025 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 first Measurement Period. The number of earned PSUs for the second (calendar year 2026) and third (calendar year 2027) Measurement Periods will be determined based on the degree to which the applicable pre-established performance levels are achieved during the second and third Measurement Periods, respectively, and Messrs. Sullivan and DuChene’s satisfaction of their continued employment or service requirements. Annual RSU Awards The 2025 Annual RSU Awards vest over three years with one-third of the RSUs subject to an award vesting on April 15, 2026 (the first anniversary of the date of grant), and the remaining two-thirds of such RSUs vesting in eight substantially equal quarterly installments thereafter, subject to the Named Executive Officer’s continuous service to the Company on each vesting date. Each vested RSU is subject to conversion on a one-for-one basis into shares of our common stock upon settlement. The equity awards granted to our Named Executive Officers during 2025, including the RSU award granted to Mr. Nygaard in connection with his appointment as our CFO, are set forth in the “Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” below.
Employment Agreements
Employment Agreements We have entered into written employment agreements with Messrs. Sullivan, Nygaard, 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 Messrs. Nygaard and 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 the Named Executive Officers 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 more detailed description of each of these employment agreements, see “Employment Agreements with Named Executive Officers” below.
Sterling Transition Agreement
Sterling Transition Agreement In November 2024, we entered into the Sterling Transition Agreement which provided that Ms. Sterling would remain employed with the Company to ensure an efficient transition of her responsibilities until May 1, 2025 or such later date as mutually agreed between the parties (ultimately agreed as January 16, 2026). The Sterling Transition Agreement sets forth the compensation arrangements for Ms. Sterling, including her annual base salary during the transition period, a $500,000 cash retention bonus if she remained continuously employed by us through December 31, 2024 (which was earned and paid in May, 2025, a one-time RSU award covering 318,613 RSUs which vested on March 31, 2025 (and converted on a one-for-one basis into an equivalent number of shares of our common stock), 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 executives generally, subject to all present and future terms and conditions of such employee benefit plans and other fringe benefits. Pursuant to the Sterling Transition Agreement, Ms. Sterling also executed a general release of claims in favor of the Company and affirmed her agreement to other customary non-disparagement, confidentiality, and cooperation covenants. Ms. Sterling continued to perform transition services as required by the Company beyond the separation transition date agreed with the Company. As a result, the Company compensated Ms. Sterling for her efforts during 2025 as if she were a member of senior management during the period even though the Company was not required to do so.
Post-Employment Compensation
Post-Employment Compensation The employment agreements we have entered into with Messrs. Sullivan, Nygaard, and 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.
Post-Employment Compensation
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, Nygaard, 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, Nygaard, 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 one of these Named Executive Officers, he 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 currently make available 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 Messrs. Sullivan, Nygaard and DuChene and 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.
Equity Award Grant Practices
Equity Award Grant Practices Although we do not have a formal policy or obligation to grant equity awards to our employees, including our Named Executive Officers, and non-employee directors on specific dates, we apply a consistent approach in our equity award practices by granting annual equity awards to our NEOs and non-employee directors at or around the same time each year. In addition, the Compensation Committee may grant equity awards at any time during the year it deems appropriate, including with respect to new hires or employment transitions. Generally, grants of equity awards to our employees, including our NEOs, are approved by the Compensation Committee, and the grant date of these awards is the date following approval of the award by the Compensation Committee that the grant recipient is notified of the grant. The Compensation Committee attempts to grant equity awards during periods when we do not have material non-public information (“MNPI”) that could impact the market price of our common stock. The Compensation Committee does not take MNPI into account when determining the timing and terms of equity awards, and we do not time the disclosure of MNPI for the purpose of affecting the value of executive compensation. During 2025, none of our Named Executive Officers were granted any options to purchase shares of our common stock. The Compensation Committee and senior management monitor the Company’s equity award grant practices to evaluate whether such practices comply with all applicable rules and regulations and are consistent with good corporate practices.
Equity Award Grant Practices
| 42 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Compensation Discussion and Analysis |
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.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding total compensation awarded to, earned by, and paid to our NEOs for services rendered to the Company in all capacities for the fiscal years indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary($)(1) | Bonus($) | Stock Awards($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total($) | | Adam Sullivan President and Chief Executive Officer | 2025 | 815,769 | — | 20,005,674 | 2,062,500 | 39,261 | 22,923,204 | | | 2024 | 562,981 | — | 39,495,340 | 1,800,000 | 80,000 | 41,938,321 | | | 2023 | 378,291 | 500,000 | — | — | 12,500 | 890,791 | | James Nygaard(5) Executive Vice President, Chief Financial Officer | 2025 | 450,000 | — | 8,000,000 | 1,200,000 | 30,354 | 9,680,354 | | Todd DuChene Executive Vice President, Chief Legal and Administrative Officer | 2025 | 523,846 | — | 5,846,793 | 1,050,000 | — | 7,420,639 | | | 2024 | 500,000 | 150,000 | 13,903,680 | 875,000 | — | 15,428,680 | | | 2023 | 492,308 | — | — | — | 100 | 492,408 | | Denise Sterling(6) Former Executive Vice President, Chief Financial Officer | 2025 | 500,000 | 1,525,000 | 4,038,000 | — | 62,647 | 6,125,647 | | | 2024 | 424,615 | 1,125,000 | 3,262,597 | — | — | 4,812,212 | | | 2023 | 300,000 | 92,000 | — | — | 100 | 392,100 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the periods presented. See “— Compensation Discussion and Analysis — Annual Base Salary” for further information. |
Summary Compensation Table
| (2) Amounts reported represent the aggregate grant date fair value of the stock awards granted to our NEOs during the fiscal years presented, calculated in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For accounting purposes, the grant date fair value of PSUs granted to Mr. Sullivan and Mr. DuChene in 2025 was calculated based on the probable outcome of the performance metrics for 2025 as of the grant date. The assumptions used in calculating the grant date fair value of the stock awards are set forth in Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that may be realized by the NEOs. The value of the PSUs granted to Mr. Sullivan and Mr. DuChene in 2025, assuming that the highest tier of achievement of the company’s performance goals under the terms of the PSU awards is achieved or exceeded, is $32,929,932 for Mr. Sullivan and $9,624,559 for Mr. DuChene. |
Summary Compensation Table
| (3) Reflects performance-based cash bonuses awarded to our named executive officers during the periods presented. See “— Compensation Discussion and Analysis — Annual Cash Bonuses” for a description of the material terms of the program pursuant to which this compensation was awarded. |
Summary Compensation Table
| (4) Amount reported for 2025 include the following: |
Summary Compensation Table
| Name | Tax Gross-Up Payments ($) | 401(k) Matching Contributions ($) | Other ($) | Total Other Compensation ($) | | Adam Sullivan | 8,261 | 21,000 | 10,000(a) | 39,261 | | James Nygaard | 7,300 | — | 23,054(b) | 30,354 | | Todd DuChene | — | — | — | — | | Denise Sterling | 17,647 | 21,000 | 24,000(c) | 62,647 |
Summary Compensation Table
| (a) Amounts represent costs paid by the Company for personalized wellness, longevity, performance health, and proactive diagnostic testing on behalf of the NEO. |
Summary Compensation Table
| (b) Amount represents temporary living expenses paid by the Company in the form of reimbursement of car lease payments while working at the Company’s headquarters. |
Summary Compensation Table
| (c) Amounts represent (i) health benefit program transaction costs of $9,000 paid by the Company on behalf of Ms. Sterling and (ii) an end of employment gift for services valued at $15,000. |
Summary Compensation Table
| (5) Mr. Nygaard was appointed as our Executive Vice President, Chief Financial Officer, effective March 17, 2025. |
Summary Compensation Table
| (6) Ms. Sterling resigned as our Executive Vice President, Chief Financial Officer, effective March 17, 2025, and continued with the Company as a non-officer employee through January 16, 2026. |
Summary Compensation Table
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2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table provides information regarding non-equity incentive plan awards and equity-based awards granted to our NEOs during the year ended December 31, 2025.
2025 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Adam Sullivan | Performance Cash | 4/28/25 | 515,625 | 1,031,250 | 2,062,500 | — | — | — | — | — | | | PSU | 4/28/25 | — | — | — | 222,020 | 444,039 | 1,332,117 | — | 15,443,676 | | | RSU | 4/28/25 | — | — | — | — | — | — | 665,985 | 4,561,997 | | James Nygaard | Performance Cash | 4/28/25 | — | 600,000 | 1,200,000 | — | — | — | — | — | | | RSU | 03/19/25 | — | — | — | — | — | — | 819,672 | 8,000,000 | | Todd DuChene | Performance Cash | 4/28/25 | — | 525,000 | 1,050,000 | — | — | — | — | — | | | PSU | 4/28/25 | — | — | — | 64,891 | 129,781 | 389,343 | — | 4,513,783 | | | RSU | 4/28/25 | — | — | — | — | — | — | 194,600 | 1,333,010 | | Denise Sterling(4) | RSU | 11/7/25 | — | — | — | — | — | — | 200,000 | 4,038,000 |
2025 Grants of Plan-Based Awards
| (1) Represents the incentive bonus amounts payable under the 2025 Bonus Plan. Threshold amounts represent amount established as a minimum bonus payment by the Sullivan Employment agreement. Target amounts represent the amount established as the target amount established as the payout for performance at the “target” level established by the Compensation Committee. Maximum amounts represent the maximum incentive payable under the 2025 Bonus Plan pursuant to targets established by the Compensation Committee. |
2025 Grants of Plan-Based Awards
| (2) Represents the number of PSUs eligible to be earned depending on threshold, target or maximum performance. Performance below the threshold level would result in no PSUs earned during the performance period. The value of the PSUs granted to Mr. Sullivan and Mr. DuChene in 2025, assuming that the highest tier of achievement of the company’s performance goals under the terms of the PSU awards is achieved or exceeded, is $32,929,932 for Mr. Sullivan and $9,624,559 for Mr. DuChene |
2025 Grants of Plan-Based Awards
| (3) Amounts reported represent the aggregate grant date fair value of the stock awards granted to our NEOs during the fiscal years presented, calculated in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock awards are set forth in Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that may be realized by the NEOs. |
2025 Grants of Plan-Based Awards
| (4) As a result of her resignation from her position as Executive Vice President, Chief Financial Officer, Ms. Sterling was not eligible to participate in our 2025 Bonus Plan. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
Outstanding Equity Awards at Fiscal Year-End of 2025 Table The following table presents the outstanding equity awards, which consist solely of RSUs and PSUs, held by each Named Executive Officer as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| | Stock Awards(1) | | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested or Not Exercisable(#) | Market Value of Shares or Units of Stock that Have Not Vested($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested or Not Exercisable(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($)(2) | | Adam Sullivan | June 14, 2024 | 2,150,641(3) | 31,313,333 | — | — | | | June 14, 2024 | 238,960(4) | 3,479,258 | — | — | | | June 14, 2024 | | | 79,654(5) | 1,146,221 | | | April 28, 2025 | 665,985(6) | 9,696,742 | — | — | | | April 28, 2025 | — | — | 1,332,117(7) | 29,029,790 | | Todd M. DuChene | August 15, 2022 | 30,000(8) | 436,800 | — | — | | | July 19, 2024 | 501,817(3) | 7,306,456 | — | — | | | July 19, 2024 | 83,637(4) | 1,217,755 | — | — | | | July 19, 2024 | | | 27,879(5) | 401,179 | | | April 28, 2025 | 194,600(6) | 2,833,376 | — | — | | | April 28, 2025 | — | — | 389,343(7) | 8,484,649 | | James Nygaard | March 26, 2025 | 819,672(9) | 11,934,424 | — | — | | Denise Sterling | January 18, 2022 | 2,000(10) | 29,120 | — | — | | | August 15, 2022 | 25,000(11) | 364,000 | — | |
Outstanding Equity Awards at Fiscal Year-End of 2025 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 bankruptcy, though awards then outstanding continued in effect in accordance with their terms. All other awards were granted pursuant to the 2024 Stock Plan. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (2) For RSU awards, the market value is based on the closing price per share of our common stock of $14.56 on December 31, 2025. For PSU awards granted in 2024, the market or payout value is based on the fair value per share as of December 31, 2025, determined using a Monte Carlo simulation model that reflects the stock price hurdle vesting conditions applicable to such awards. For PSU awards granted in 2025, the market or payout value is based on the fair value per share as of December 31, 2025, determined using a Monte Carlo simulation model for the relative TSR market condition component, and the closing stock price of $14.56 per share adjusted for the probable level of achievement for the performance condition components (aggregate energized megawatt growth and customer attainment). |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (3) Represents grant of RSUs, one-third of which vested on January 23, 2025, and the remainder of which vest in eight equal quarterly installments thereafter, subject to the NEO’s continuous service through each such vesting date. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (4) Represents grant of RSUs, which vest in four equal annual installments beginning January 23, 2025, subject to the NEO’s continuous service through each such vesting date. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (5) Represents PSUs granted in 2024 that may be earned in equal installments over three years based on performance to pre-established stock price targets in each year of the three year period , subject to the NEO’s continuous service through each such vesting date. The portion, if any, of PSUs that may be earned ranges from 0% to 300% of the target number of shares underlying the award. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (6) Represents grant of RSUs, one-third of which will vest on April 28, 2026, and the remainder of which vest in eight equal quarterly installments thereafter, subject to the NEO’s continuous service through each such vesting date. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (7) Represents PSUs granted in 2025 that may be earned in equal installments over three years based on performance to pre-established targets related to total shareholder return to the Russell 2000, energized megawatt growth and customer attainment in each year of the three year period , subject to the NEO’s continuous service through each such vesting date. The portion, if any, of PSUs that may be earned ranges from 0% to 300% of the target number of shares underlying the award. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (8) Represents grant of RSUs, which vest in four equal annual installments beginning August 15, 2023, subject to the NEO’s continuous service through each such vesting date. The outstanding unvested RSUs shown were the result of a reverse conversion on the Effective Date of the Plan of Reorganization of one RSU for ten RSUs existing prior to the Effective Date pursuant to the Plan of Reorganization. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (9) Represents grant of RSUs, which vest in three equal annual installments beginning March 17, 2026, subject to Mr. Nygaard’s continuous service through each such vesting date |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (10) Represents grant of RSUs, which vest in four equal installments beginning January 18, 2022, subject to the NEO’s continuous service through each such vesting date. The outstanding unvested RSUs shown were the result of a reverse conversion on the Effective Date of the Plan of Reorganization of one RSU for ten RSUs existing prior to the Effective Date pursuant to the Plan of Reorganization. The outstanding unvested RSUs shown were accelerated on January 16, 2026 in connection with Ms. Sterling’s separation from the Company. |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| 48 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Executive Compensation |
Outstanding Equity Awards at Fiscal Year-End of 2025 Table
| (11) Represents grant of RSUs, which vest in four equal installments beginning August 15, 2022, subject to the NEO’s continuous service through each such vesting date. The outstanding unvested RSUs shown were the result of a reverse conversion on the Effective Date of the Plan of Reorganization of one RSU for ten RSUs existing prior to the Effective Date pursuant to the Plan of Reorganization. The outstanding unvested RSUs shown were accelerated on January 16, 2026 in connection with Ms. Sterling’s separation from the Company. |
2025 Option Exercises and Stock Vested Table
2025 Option Exercises and Stock Vested Table The following table provides additional information about the value realized by our NEOs on the vesting of RSUs during the year ended December 31, 2025.
2025 Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Adam Sullivan | 1,433,762 | 22,646,867 | | James Nygaard | — | — | | Todd DuChene | 561,821 | 8,423,213 | | Denise Sterling | 557,614 | 5,825,118 |
2025 Option Exercises and Stock Vested Table
| (1) The value realized on vesting was determined by multiplying the number of shares of common stock vested by the closing price of our common stock as reported on Nasdaq on each award’s respective vesting dates and does not reflect actual proceeds received. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following table provides information with respect to potential payments and benefits to which our NEOs would be entitled under the arrangements set forth in their respective offer letters or employment agreement, as described above under the sections titled, “— Compensation Discussion and Analysis — Post-Employment Compensation,” assuming their employment was terminated as of December 31, 2025, including in connection with a change in control of Core Scientific as of December 31, 2025. As discussed above, Ms. Sterling resigned as our Executive Vice President, Chief Financial Officer, effective March 17, 2025, and continued with the company as a non-officer employee through January 16, 2026. Information regarding the amount of compensation actually received by Ms. Sterling in connection with her termination is set forth in narrative disclosure following the table.
Potential Payments upon Termination or Change in Control
| Name | Type of Termination | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards ($)(1) | Continuation of Insurance Coverage ($) | Total ($) | | Adam Sullivan | Termination without Cause | 1,237,500 | — | 55,264,693 | 20,713 | 56,522,906 | | | Termination without Cause in connection with a CIC | 1,650,000 | 2,062,500 | 106,155,504 | 20,713 | 109,888,717 | | James Nygaard | Termination without Cause | 600,000 | — | 11,934,424 | — | 12,534,424 | | | Termination without Cause in connection with a CIC | 600,000 | — | 11,934,424 | — | 12,534,424 | | Todd DuChene | Termination without Cause | 525,000 | — | 11,794,386 | — | 12,319,386 | | | Termination without Cause in connection with a CIC | 525,000 | — | 30,018,643 | — | 30,543,643 |
Potential Payments upon Termination or Change in Control
| (1) The value of accelerated vesting of unvested RSUs is based upon the closing price of our common stock on December 31, 2025 ($14.56 per share), as reported on Nasdaq, multiplied by the number of unvested RSUs and PSUs. |
Potential Payments upon Termination or Change in Control
| CORE SCIENTIFIC 2026 PROXY STATEMENT Executive Compensation | | 49 |
Denise Sterling
| CORE SCIENTIFIC 2026 PROXY STATEMENT CEO Pay Ratio | | 51 |
CEO PAY RATIO
CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is based on reasonable estimates and calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. We identified our median compensated employee from all full-time employees who were included as employees on our payroll records as of a determination date of December 31, 2025. We did not have any part-time employees as of the determination date. We did not include any contractors or other non-employee workers in our employee population. We used a consistently applied compensation measure consisting of annual base salary, discretionary bonuses, and the grant date value of equity awards granted during the year ended December 31, 2025. We annualized base salary, target annual bonus and commission for any full-time employees who commenced work during the year ended December 31, 2025 to reflect a full year. We then determined the annual total of compensation of the median employee using the same methodology for determining total compensation as reported in the Summary Compensation Table. For the year ended December 31, 2025:
CEO PAY RATIO
| • | the annual total compensation of our median employee as determined for Summary Compensation Table purposes was $134,231; and |
CEO PAY RATIO
| • | the annual total compensation of the CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $22,923,204. |
CEO PAY RATIO
Based on this information, the ratio of the annual total compensation of the CEO to the annual total compensation of the median of the employee was 171 to 1.
CEO PAY RATIO
| 52 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Pay Versus Performance |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and our NEOs other than our PEO (“Non-PEO NEOs”) and certain aspects of our financial performance. Our compensation committee did not consider the CAP calculations below in making its pay decisions for any of the fiscal years presented. 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 .” The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “ Compensation Discussion and Analysis ” section above.
Table
| (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | First PEO ($) (2) | Second PEO (If applicable) ($) (2) | First PEO ($) (3) | Second PEO (If applicable) ($) (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (4) | Total Stockholder Return ($) (5) | Peer Group Total Stockholder Return ($) (6) | Net Income (Loss) (in millions) ($) (8) | Company Selected – Relative Total Stockholder Return (7)(9) | | 2025 | $22,923,204 | -0- | $74,800,401 | -0- | $8,550,497 | $18,511,840 | $423.26 | $152.17 | $(288.6) | 84.8% | | 2024 | $41,938,321 | -0- | $58,399,480 | -0- | $10,120,446 | $15,021,365 | $408.43 | $124.73 | $(1,437.9) | 98.4% | | 2023 | $60,000 | $890,791 | $(219,007,687) | $890,791 | $442,254 | $(7,688,320) | -0- | -0- | $(246.5) | | | 2022 | $5,806,149 | -0- | $(106,955,044) | -0- | $2,559,653 | $(2,408,665) | -0- | -0- | $(2,146.3) | | | 2021 | $275,657 | $160,695,727 | $106,377,157 | $234,715,643 | $11,301,420 | $54,825,125 | -0- | -0- | $47.3 | |
Table
| CORE SCIENTIFIC 2026 PROXY STATEMENT Pay Versus Performance | | 53 |
Table
| 54 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Pay Versus Performance |
Table
| CORE SCIENTIFIC 2026 PROXY STATEMENT Pay Versus Performance | | 55 |
Table
| 56 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Pay Versus Performance |
Table
| CORE SCIENTIFIC 2026 PROXY STATEMENT Pay Versus Performance | | 57 |
Table
| 58 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Pay Versus Performance |
Table
| CORE SCIENTIFIC 2026 PROXY STATEMENT Non-Employee Director Compensation | | 59 |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
2025 Director Compensation Table
2025 Director Compensation Table The following table provides information regarding compensation awarded to, earned by or paid to each of our non-employee directors during the fiscal year ended December 31, 2025. Mr. Sullivan, our Chief Executive Officer, is also a member of our board of directors, but does not receive any additional compensation for his service as director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Sullivan for 2025.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash($) | Stock Awards ($)(1)(2) | Total($)(1) | | Jeff Booth | 67,849 | 334,120 | 401,969 | | Elizabeth Crain(3) | 76,563 | 500,003 | 576,566 | | Jordan Levy | 111,287 | 334,120 | 445,407 | | Yadin Rozov | 90,349 | 334,120 | 424,469 | | Eric Weiss | 67,849 | 334,120 | 401,969 | | Todd Becker(4) | 62,500 | — | 62,500 | | Jarrod Patten(5) | 92,500 | — | 92,500 |
2025 Director Compensation Table
| (1) Amounts reported represent the aggregate grant date fair value of the stock awards granted to our NEOs during the fiscal years presented, calculated in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock awards are set forth in Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that may be realized by the non-employee directors. |
2025 Director Compensation Table
| (2) The aggregate number of shares outstanding underlying all stock awards held by our non-employee directors as of December 31, 2025 are set forth in the following table: |
2025 Director Compensation Table
| Name | Number of Shares Underlying RSUs (#) | | Jeff Booth | 147,894 | | Elizabeth Crain | 46,773 | | Jordan Levy | 147,894 | | Yadin Rozov | 147,894 | | Eric Weiss | 147,894 |
2025 Director Compensation Table
| (3) Ms. Crain was appointed to our Board of Directors in May 2025. |
2025 Director Compensation Table
| (4) Mr. Becker resigned from our Board of Directors in May 2025. |
2025 Director Compensation Table
| (5) Mr. Patten resigned from our Board of Directors upon the expiration of his term at the 2025 annual meeting of stockholders in May 2025. |
Non-Employee Director Compensation
Non-Employee Director Compensation For 2025, each non-employee director was eligible to 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 remained in continuous services through the vesting date and an annual cash retainer for their service on our Board of Directors and board committees as follows:
Non-Employee Director Compensation
| 1. | Annual Board Service Retainer: |
Non-Employee Director Compensation
| a. | All Eligible Directors: $100,000 |
Non-Employee Director Compensation
| b. | Chair of the Board: $75,000 |
Non-Employee Director Compensation
| 2. | Annual Committee Chair Service Retainer: |
Non-Employee Director Compensation
| a. | Chair of the Audit Committee: $25,000 |
Non-Employee Director Compensation
| b. | Chair of the Compensation Committee: $25,000 |
Non-Employee Director Compensation
| c. | Chair of the Nominating and Corporate Governance Committee: $10,000 |
Non-Employee Director Compensation
| 60 | | CORE SCIENTIFIC 2026 PROXY STATEMENT Non-Employee Director Compensation |
Non-Employee Director Compensation
| 3. | Annual Committee Service Retainer: |
Non-Employee Director Compensation
| a. | Member of the Audit Committee: $10,000 |
Non-Employee Director Compensation
| b. | Member of the Compensation Committee: $7,500 |
Non-Employee Director Compensation
| c. | Member of the Nominating and Corporate Governance Committee: $5,000 |
Non-Employee Director Compensation
The annual cash compensation amounts are payable in equal quarterly installments in advance, pro-rated for any partial months of service. For 2026, each non-employee director is eligible to 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 service through the vesting date and an annual cash retainer for their service on our Board of Directors and board committees as follows:
Non-Employee Director Compensation
| 1. | Annual Board Service Retainer: |
Non-Employee Director Compensation
| a. | All Eligible Directors: $125,000 |
Non-Employee Director Compensation
| b. | Chair of the Board: $100,000 |
Non-Employee Director Compensation
| 2. | Annual Committee Chair Service Retainer: |
Non-Employee Director Compensation
| a. | Chair of the Audit Committee: $35,000 |
Non-Employee Director Compensation
| b. | Chair of the Compensation Committee: $25,000 |
Non-Employee Director Compensation
| c. | Chair of the Nominating and Corporate Governance Committee: $25,000 |
Non-Employee Director Compensation
| 3. | Annual Committee Service Retainer: |
Non-Employee Director Compensation
| a. | Member of the Audit Committee: $25,000 |
Non-Employee Director Compensation
| b. | Member of the Compensation Committee: $20,000 |
Non-Employee Director Compensation
| c. | Member of the Nominating and Corporate Governance Committee: $20,000 |
Non-Employee Director Compensation
In addition to the above retainer, newly elected members of the Board of Directors will receive a one-time grant of $500,000 in restricted stock units, vesting ratably over two years from the date of grant provided the director remains in continuous service through the vesting date.
Non-Employee Director Compensation
| CORE SCIENTIFIC 2026 PROXY STATEMENT Securities Authorized for Issuance Under Equity Compensation Plans | | 61 |