DEF 14A of Applied Digital Corp.
Filed Sep 25, 2026 · FY20260001493152-26-044325
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board, upon recommendation of our Nominating and Corporate Governance Committee, has nominated Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg for election as directors of the Board. Our Third Amended and Restated Bylaws (“Bylaws”) permit the Board to set the size of the Board, having at least one (1) or more members. Our Board currently consists of six (6) directors, each of whom is being nominated for reelection at the Annual Meeting. Each of our current directors serves until the next annual meeting of our stockholders or the earlier death, resignation or removal of such director. Despite the expiration of a director’s term, however, the director shall continue to serve until such director’s successor is elected and qualified or until there is a decrease in the number of directors. Our Bylaws provide that directors are generally elected by a majority of the votes cast. However, in any contested election in which the number of director nominees exceeds the number of open seats as a result of stockholder nominations made in compliance with the Bylaws, directors are elected by a plurality of the votes cast, meaning that the nominees receiving the highest number of votes are elected, regardless of whether they receive a majority of the votes cast. As discussed below, we believe that each of our director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, is highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Each director nominee’s principal occupation and other pertinent information about such director’s particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages. There are no family relationships between any of our directors or executive officers.
Nominees for Election Until the Next Annual Meeting
Nominees for Election Until the Next Annual Meeting The following table sets forth the name, age, position and tenure of each of the nominees at the Annual Meeting:
Nominees for Election Until the Next Annual Meeting
| Name | Age | Position(s) Held With Applied Digital Corporation | Period of Service | | Wes Cummins | 49 | Chief Executive Officer and Chairman of the Board | Director from February 2007 to December 2020 and March 2021 to Present, sole officer from March 2012 to December 2020 and CEO, Secretary from March 2021 to November 2024 | | Ella Benson | 41 | Director | May 2024 to Present | | Chuck Hastings | 48 | Director | April 2021 to Present | | Rachel Lee | 42 | Director | February 2024 to Present | | Douglas Miller | 69 | Director | April 2021 to Present | | Richard Nottenburg | 72 | Director | June 2021 to Present |
Nominees for Election Until the Next Annual Meeting
Mr. Cummins has served as a member of our Board from 2007 until 2020 and from March 11, 2021 through the present. During that time, Mr. Cummins also served in various executive officer positions and he is currently serving as our chairman of the Board and Chief Executive Officer. Mr. Cummins is also the founder and CEO of 272 Capital LP (“272 Capital”). Since December 2025, Mr. Cummins has served as the Chief Executive Officer and Chairman of the board of directors of Base Electron Corporation, an independent power producer formed to develop and operate dedicated power generation infrastructure for high-density AI data center campuses (“Base Electron”). Prior to founding 272 Capital in 2020, Mr. Cummins served as president of B. Riley & Co. from 2002 to 2011. Mr. Cummins also serves as Chairman of the Board of ChronoScale Holdings Corporation (NASDAQ: CHRN), a cloud computing company owned primarily by the Company (“ChronoScale”). Mr. Cummins further serves as a member of the board of Sequans Communications S.A. (NYSE: SQNS), a fabless designer, developer and supplier of cellular semiconductor solutions for massive, broadband and critical Internet of Things (IoT) markets. Mr. Cummins also served on the board of Vishay Precision Group, Inc. (NYSE: VPG) from July 2017 to June 2024. He holds a BSBA from Washington University in St. Louis where he majored in finance and accounting. We believe Mr. Cummins is qualified to serve on our Board because of his business and leadership experience, and as a result of having served as a director of the Company since we started our operating business.
Ella Benson
Ella Benson Ms. Benson has served as a member of the Board since May 2024 and is also the Chairperson of the Nominating and Corporate Governance Committee and the Base Electron Related Party Transactions Committee. Ms. Benson brings over a decade of experience in financial services and serves on the board of directors at Oasis Management Co., Ltd. (“Oasis”). She has substantial experience working with public companies undergoing strategic transitions. Ms. Benson also serves on the board of directors of ChronoScale Corporation and as a member of its Audit Committee and Chairperson of its Nominating and Corporate Governance Committee. Ms. Benson served on the board of directors of Stratus Properties (NASDAQ: STRS) from 2017 to 2020. Prior to joining Oasis in 2013, Ms. Benson was an analyst at GAM, an independent asset management firm, from 2009 to 2013. Ms. Benson holds a Bachelor of Business Administration in Finance from the McCombs School of Business at the University of Texas at Austin. We believe Ms. Benson is qualified to serve on our Board because of her substantial experience working with public companies undergoing strategic transitions.
Chuck Hastings
Chuck Hastings Mr. Hastings has served as a member of the Board since April 2021 and is also the Chairperson of the ChronoScale Related Party Transactions Committee. Mr. Hastings served as CEO of B. Riley Wealth Management (“B. Riley”) from August 2020 to July 2023 and as Chairman of B. Riley from July 2023 to March 2025. Mr. Hastings joined B. Riley Financial in 2013 as a portfolio manager and became Director of Strategic Initiatives at B. Riley in 2018 and President in 2019. Prior to joining B. Riley, Mr. Hastings served as Portfolio Manager at Tri Cap LLC and was Head Trader at GPS Partners, a Los Angeles-based hedge fund, where he managed all aspects of trading and process including price and liquidity discovery and trade execution from 2005 to 2009. Earlier in his career, Mr. Hastings served as a convertible bond trader at Morgan Stanley in New York. Mr. Hastings also serves as a member of the board of directors at IQvestment Holdings. Mr. Hastings holds a B.A. in political science from Princeton University. We believe Mr. Hastings is qualified to serve on our Board because he is a recognized leader in the financial industry with more than two decades of global financial and business expertise.
Rachel Lee
Rachel Lee Ms. Lee has served as a member of the Board since February 2024 and is also a member of the ChronoScale Related Party Transactions Committee. Ms. Lee currently serves on the Boards of Directors of Bank of Hope (NASDAQ: HOPE) and Xponential Fitness (NYSE: XPOF). Her prior board experience includes Cooper’s Hawk Winery and Restaurants, Floor and Decor (NYSE: FND), and Insight Global, among others. Previously, Ms. Lee was a Partner and the Head of the Consumer Private Equity practice at Ares Management Corporation (NYSE: ARES) from 2008 to 2022. In her role as the Head of Consumer Private Equity, she oversaw strategy and deal execution across the full investment lifecycle. From 2006 to 2008, she worked in the investment banking division at J.P. Morgan. Ms. Lee holds a B.S. in Corporate Finance and a B.S. in Accounting from the University of Southern California. We believe Ms. Lee is qualified to serve on our Board because of her finance and investment experience and board experience at growth-focused and publicly traded companies.
Douglas Miller
Douglas Miller Mr. Miller has served as a member of the Board since April 2021 and is also the Chairperson of the Audit Committee and a member of the ChronoScale Related Party Transactions Committee. Mr. Miller has served as a member of the board of directors of ChronoScale from May 2026 to the present, and currently serves as a member of its Compensation Committee and Nominating and Corporate Governance Committee, Telenav, Inc. (NASDAQ: TNAV) from July 2015 to February 2021, CareDx, Inc. (NASDAQ: CDNA) from July 2016 to May 2017, and Procera Networks, Inc. (NASDAQ: PKT) from May 2013 to June 2015. He has chaired the Audit Committee for each of Telenav, Inc., CareDx, Inc. and Procera Networks, Inc., and has also served as a Lead Independent Director and as chair or committee member on Compensation, Nominating and Corporate Governance and Special committees. Prior to his roles as board member, Mr. Miller served as senior vice president, chief financial officer and treasurer of Telenav, Inc., a wireless application developer specializing in personalized navigation services, from 2006 to 2012. From 2005 to 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of telecommunications software. Prior to that, from 1998 to 2005, Mr. Miller held various management positions, including senior vice president of finance and chief financial officer, at Synplicity, Inc., a publicly traded electronic design automation company. Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, and as an audit partner at Ernst & Young LLP, a professional services organization. Mr. Miller is a certified public accountant (later inactive, currently not renewed). He holds a B.S.C. in Accounting from Santa Clara University. We believe Mr. Miller is qualified to serve on our Board because of his board experience at publicly traded companies and his finance and accounting experience.
Richard Nottenburg
Richard Nottenburg Dr. Nottenburg has served as a member of the Board since June 2021 and is also the Chairperson of the Compensation Committee. Dr. Nottenburg has served as a member of the board of directors of ChronoScale from May 2026 to present and currently serves as the Chair of its Compensation Committee. Dr. Nottenburg is Executive Chairman of NxBeam Inc., which designs and builds leading proprietary mmWave ICs and radio products to power the next generation of satellite and terrestrial communication networks. Dr. Nottenburg also currently serves as a member of the board of directors of Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G and 4G chips and modules for massive, broadband and critical IoT applications where he serves on both the audit and compensation committees. Previously, Dr. Nottenburg served on the board of directors of Verint Systems Inc. (NASDAQ: VRNT), a customer engagement company from February 2013 to November 2025. Dr. Nottenburg also served as President and Chief Executive Officer, and as a member of the board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer. Dr. Nottenburg holds a BSEE from New York University - Polytechnic School of Engineering, a master’s degree in electrical engineering from Colorado State University, and a PhD in electrical engineering from Ecole Polytechnique Fédérale de Lausanne. We believe Dr. Nottenburg is qualified to serve on our Board because of his industry expertise and board experience at publicly traded companies.
Fiscal Year 2026 Pay and Performance
Fiscal Year 2026 Pay and Performance Fiscal Year 2026 was a defining year for our business, marked by several critical and defining milestone achievements for our Company. We reached our first ready for service (“RFS”) delivery date, and we did so on time and on budget. We accomplished a five-fold increase in total contracted revenue. In turn, such strong Company performance drove a dramatic increase in stockholder value reflected by a nearly ten-fold increase in market capitalization from approximately $1.37 billion at the start of the fiscal year to approximately $13.61 billion as of May 31, 2026. We believe our growth speaks to the market acceptance of our proprietary data center design, our ability to deliver scalable AI factories on our lease timelines, and our emergence as a leader in the AI infrastructure space. This performance was fueled by executing five major data center lease transactions with financially durable long-term leases, bringing our total contracted capacity to 1.41GW of contracted critical IT load and our total contracted revenue to approximately $36 billion. Much of this growth came from investment grade hyperscaler customers, nearly 80% of which have investment grade support. During Fiscal Year 2026, we also completed over $5 billion in senior secured financings in support of our projects, delivered our first artificial intelligence (“AI”) factory building to CoreWeave on time, continued the buildout of our scalable data center platform on multiple campuses in two distinct geographic regions, and successfully completed the separation of our cloud business. These accomplishments were an important consideration driving the Compensation Committee’s (the “Committee” within this CD&A) compensation outcomes for Fiscal Year 2026. In addition, the Committee considered the operational progress in the buildout of our data centers on multiple campuses within specific budget parameters and delivery dates or RFS dates. Applied Digital is not the same company it was three years ago and the efforts of our most senior leaders in Fiscal Year 2026 drove the pace and trajectory of our strategic transformation. We have evolved from a legacy digital asset business into a developer, owner and operator of large-scale, proprietary high-performance AI factory campuses. We are executing that transformation in one of the most competitive talent markets we have ever seen. In addition, the talent pool for executive leadership is particularly scarce with strong demand for rarefied talent coming from the entire AI ecosystem. These factors provide an essential backdrop to the decisions described in this CD&A, where the Committee’s key focus in Fiscal Year 2026 was how best to retain and incentivize our leadership to deliver against these commitments over the next five years, as their continued strong execution is fundamental to our long-term success and delivery of further value creation to our stockholders. As a result, the Committee, in consultation with the Board and an outside independent compensation consultant, undertook a deliberative design process spanning four months and twelve meetings as described below, the outcome of which was the establishment of long-term compensation plans utilizing a combination of RSUs and PSUs, with a five-year performance and vesting horizon that matches the nature of our business cycle, where the path to reaching stabilized revenue for a project is typically four to five years.
Fiscal Year 2026 Executive Compensation Highlights
| ● | Target bonus opportunities as a percentage of base salary were maintained at Fiscal Year 2025 levels for all NEOs. | | ● | The Committee granted multi-year RSUs and PSUs to Messrs. Cummins, Zhang and Mohmand. We have historically more heavily weighted equity awards towards performance-based compensation, and with the grant of these multi-year awards now achieve a 25/75 RSU to PSU ratio for Mr. Cummins. The multi-year awards granted to Messrs. Zhang and Mohmand have the same 25/75 RSU to PSU ratio. These multi-year awards are intended to incentivize these individuals’ performance in furtherance of sustained stockholder value creation and to secure their retention over a five-year vesting period for the RSUs, and a five-year performance period for the PSUs, or five years and approximately one month in the case of Mr. Mohmand. These awards are intended to be the sole equity awards granted by the Company to Messrs. Cummins, Zhang and Mohmand during the subsequent five-year period from the date of grant. |
Stockholder Engagement and Response to Fiscal Year 2025 Say-on-Pay
*Percentages based on share ownership at the time of outreach Across these conversations, we heard one consistent theme. Our limited disclosure explaining our compensation philosophy, compensation decision making process, rationale around our use of time-based and performance-based equity incentives, and information regarding the performance objectives underpinning the equity awards program challenged investors’ ability to assess the size of awards for our CEO and other NEOs. In addition, given stockholders’ limited acceptance of our requests to engage, we also carefully reviewed third party proxy advisors’ research reports, which were critical of our non-formulaic approach to determining annual bonus award achievement and noted our lack of stock ownership guidelines. In addition to discussing stockholders’ prior year voting decisions, we also discussed the multi-year equity awards granted to our CEO, President and CFO during Fiscal Year 2026 that are described in this CD&A. Consistent with the feedback received from stockholders, our disclosure regarding these awards details the Committee’s thought process for the design and value of these awards, its rationale for the goals established for each award recipient, and the basis on which the Committee determined the challenging nature of the performance goals. The table below summarizes these themes, together with the Committee’s response and perspective.
Stockholder Engagement and Response to Fiscal Year 2025 Say-on-Pay
Adoption of Fiscal Year 2027 Short-Term Incentive Program As noted above, consistent with this feedback, for Fiscal Year 2027, the Committee adopted an annual incentive plan that is funded based on the Company’s financial performance, with each NEO’s individual bonus payment subject to adjustment based on their individual performance assessment. Company performance will fund the bonus pool and will be measured against a pre-established threshold, target and maximum Adjusted Cash AEBITDA goals, with associated payouts of 50%, 100% and 125%, respectively, of each NEO’s target award opportunity, or, if greater, the maximum amount set forth in the applicable NEOs employment agreement. To enable continued differentiation where warranted, individual performance may modify each NEO’s final payout upwards or downwards by up to 25%, subject to any maximum in the applicable NEOs employment agreement, provided that the aggregate bonus payouts may not exceed the overall level of funding of the bonus pool. Following conclusion of the performance period, we will disclose the threshold – maximum goals together with actual performance in next year’s proxy statement. For Fiscal Year 2027, we also refreshed the Company’s compensation peer group to reflect the Company’s evolving business profile, scale, growth trajectory and talent market.
Compensation Philosophy and Objectives
| ● | Provide a compensation structure which pays base salaries to our NEOs that represent a relatively small percentage of their total compensation, while offering them the opportunity to earn a significant portion of their compensation in the form of performance-based compensation (i.e., annual cash and long-term equity incentive awards). | | ● | Provide competitive compensation opportunities (including cash compensation at approximately the median level as compared to our peer group companies, or greater where appropriate) to attract, motivate, incentivize, and retain high-caliber executives whose leadership we believe to be critical to driving the Company’s successful execution of its business strategy and long-term growth. | | ● | Provide sufficient incentive and retention power relative to the ambition of our strategic plan and the criticality of our executives to that plan’s execution, by utilizing a five-year performance and vesting horizon which would effectively incentivize executives’ success in achieving revenue stabilization, and retain them, over this critical time-period, as the path to reaching stabilized revenue for each of our projects is typically four to five years, far longer than an annual or even a typical multi-year performance period can capture. | | ● | Emphasize variable, “at risk” pay opportunities tied to the Company’s performance, and individual achievements tied to each NEO’s core areas of responsibility and stockholder value creation. This is delivered through performance-based bonuses and equity awards, including PSUs. | | ● | Reward the achievement of business objectives aligned with each NEO’s primary responsibilities and areas of expertise. | | ● | Align executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders. RSUs and PSUs present different risk/reward profiles, but both directly align executives’ interests with those of stockholders and promote long-term retention through multi-year performance and/or vesting periods. | | ● | Establish performance goals that reflect our short- and long-term goals that are rigorous yet achievable, such that the opportunity to earn above target annual incentives or to achieve the goals established under our PSUs are possible only for outstanding performance. |
Compensation Elements
| Element | Structure | Purpose and Key Features | | Base Salary | Fixed cash compensation | Designed to attract and retain executives by providing a competitive level of compensation, determined based on each executive’s position, scope of responsibilities, experience, and individual contributions. Base salary decisions also reflect market data, market trends, recommendations from our compensation consultant, and internal pay alignment considerations. | | Annual Incentives | Variable cash compensation | Designed to incentivize and reward the achievement of the Company’s annual objectives, with payout levels determined based on the Committee’s assessment of both corporate and individual performance for the year. | | Long-term Incentives | Variable equity-based compensation in the form of PSUs and RSUs | Designed to motivate and reward executives to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, as well as to attract and retain executives. |
Compensation Elements
*The increases in Messrs. Cummins’ and Mohmand’s base salaries were effective retroactively as of June 1, 2025. The Committee approved the salary increases for Mr. Cummins, Mr. Mohmand, and Mr. Zhang in recognition of their excellent performance, the continued expansion of their respective responsibilities and leadership roles at the Company, and the Committee’s desire to continue to offer market-competitive salaries while taking these factors into consideration. In the case of Mr. Zhang, his increase in base salary also reflected his promotion to President and Co-Founder of the Company in January 2026. The actual base salaries paid to our NEOs in Fiscal Year 2026 reflect proration for the portions of the year that each base salary level was in effect and are set forth in the “Summary Compensation Table.” Annual Cash Incentives Our annual incentive programs are cash-based and intended to incentivize our executives to achieve Company and individual performance goals each year that will contribute to the execution of our business strategy, and ultimately the increase in value delivered to our stockholders. In determining annual incentive pay outcomes at the end of each year, our Committee has historically used its discretion to assess Company and individual performance. Unlike a strictly formulaic program, this approach has allowed for broad consideration of qualitative and quantitative Company and individual performance in the context of our operating environment for the year. This holistic approach ensured performance-based decision-making while providing the Committee with the flexibility required during an evolutionary, dynamic and rapidly shifting stage of growth for the Company. As noted above, informed by stockholder feedback and consistent with the maturation of our business, beginning in Fiscal Year 2027, the Company is moving to a metric-based annual incentive structure tied to annual Adjusted Cash AEBITDA targets. Mr. Cummins, Mr. Zhang, Mr. Mohmand and Ms. Laltrello are each eligible to receive an annual bonus with a target amount based on a percentage of their annual base salary, as set forth in the table below.
Compensation Elements
| Named Executive Officer | Fiscal Year 2026 Target Annual Bonus Opportunity (as a percentage of base salary) (%) | Fiscal Year 2026 Target Annual Cash Bonus Opportunity ($) | | Mr. Cummins | 100% | $875,000 | | Mr. Zhang | 75% | $525,000 | | Mr. Mohmand | 75% | $393,750 | | Ms. Laltrello | 80% | $440,000 |
Financial Accomplishments
| Named Executive Officer | Annual Bonus Achieved (% of Target) | Fiscal Year 2026 Actual Annual Cash Bonus Opportunity Earned ($) | | Mr. Cummins | 200% | $1,750,000 | | Mr. Zhang | 140% | $1,050,000 | | Mr. Mohmand (1) | 57% | $225,000 | | Ms. Laltrello | 100% | $440,000 |
Financial Accomplishments
| (1) In March 2026, Mr. Mohmand received a supplemental cash bonus in the amount of $750,000, not included in the amount reported above, in recognition of Mr. Mohmand’s efforts in completing various financings relating to the Polaris Forge 1 data center campus in Ellendale, North Dakota and the Polaris Forge 2 data center campus in Harwood, North Dakota. In determining the amount of Mr. Mohmand’s annual cash bonus for Fiscal Year 2026, the Committee considered the payment to Mr. Mohmand of the supplemental bonus described above earlier in Fiscal Year 2026. |
Financial Accomplishments
Long-Term Equity Incentives Long-term incentive compensation represents the largest component of our executive compensation program. The underlying principle of our compensation philosophy is to primarily use PSU awards to incentivize our NEOs, with a mix of PSUs to RSUs of approximately three-to-one (consistent with our past practice), which the Committee considers to best align pay outcomes with stockholder value creation. Long-term equity incentive awards are prospective in nature and intend to both tie a substantial portion of each executive’s pay directly to the long-term value created for stockholders and create longer term retention. The Board does not apply a fixed formula to determine annual equity award levels or vehicles and instead exercises judgment in establishing award opportunities that it believes appropriately incentivize and reward executives’ performance against our long-term strategic plan. Equity incentives also promote retention as executives must remain employed over multi-year vesting and performance periods in order to receive value from these awards. In determining the target value of the opportunity awarded to each executive, the Committee considers a variety of factors, including the scope and responsibilities of each NEO’s role, the importance of each NEO to the execution of our strategic objectives, the retention value of outstanding equity awards, share usage and dilution considerations, and relevant market data from our peer group. In light of the new hire equity awards provided to Ms. Laltrello upon her commencement of employment in January 2025, she did not receive equity awards in Fiscal Year 2026. Awards granted to our other executives included both RSUs and PSUs, as detailed below. Multi-Year Equity Awards Granted in Fiscal Year 2026 to Messrs. Cummins, Zhang, and Mohmand The Company’s executive compensation program is designed to include long-term compensation elements, which are intended to align executive interests with those of stockholders and to support the execution of the Company’s business goals and strategies over time. Within that framework, the Committee followed a deliberative design process spanning approximately four months and twelve meetings, conducted in consultation with the Board and an outside independent compensation consultant, during which the Committee assessed whether existing unvested equity holdings and the continued use of more typical annual grants would provide sufficient incentive and retention power relative to the ambition of our strategic plan and the criticality of our executives to that plan’s execution, among other things. In the Committee’s view, Messrs. Cummins, Zhang and Mohmand had insufficient unvested equity incentives to effectively retain them relative to market norms and align their incentives with the creation of sustained, long-term stockholder value. With Messrs. Cummins and Mohmand in particular, the Committee was mindful that they may be fully vested in their outstanding equity awards as of the fall of 2027. Following this extensive process (as described in detail below), the Board granted multi-year PSUs and RSUs to Messrs. Cummins, Zhang, and Mohmand in Fiscal Year 2026. These awards are intended to be their sole RSUs for the five-year period following their applicable dates of grant, and their sole PSUs for the five-year period following their applicable dates of grant, or five years and approximately one month in the case of Mr. Mohmand. To further enhance long-term alignment, the PSUs also include a two-year post-vesting holding requirement before they can be sold or otherwise transferred. The talent pool for executive leadership in the AI infrastructure space is particularly scarce, with strong demand for rarefied talent coming from the entire AI ecosystem, and the continued strong execution of these executives is fundamental to our long-term success and delivery of further value creation to our stockholders. The multi-year equity awards are designed to balance the Committee’s objectives of incentivizing and rewarding extraordinary execution, if achieved, against our strategic plans, motivating sustained, holistic performance and retaining the leaders whose contributions are most critical to our long-term success. The RSUs are intended to reward sustained performance, align long-term pay outcomes with stockholder value creation and reinforce retention through time-based vesting over a multi-year period. Accordingly, the Committee sized the RSU component of the multi-year equity awards to provide a market-competitive equity opportunity that approximates the median equity award opportunity within our peer group when annualized over a five-year period, despite the fact that our performance sits at the top end of that peer group. The PSU component is tied to achievement of distinct but synergistic and interdependent performance metrics for each recipient aligned with their leadership responsibilities to provide an upside opportunity in the event of extraordinary performance relative to our long-term strategic plan, aligning the recipients’ long-term incentives with stockholder value creation over the five-year performance period, or five years and approximately one month in the case of Mr. Mohmand. Specifically, given Mr. Cummins’ ultimate responsibility for the Company’s strategic, operational and financial execution, which drives our share price performance, which in turn is influenced by our net operating income and achievement of the hurdles applicable to Messrs. Zhang and Mohmand, vesting of Mr. Cummins’ PSUs is based on achievement of ambitious, progressively challenging stock price hurdles over the performance period. Consistent with Mr. Zhang’s criticality to executing against our long-term growth trajectory and AI-infrastructure expansion plans, vesting of his PSUs is based on achievement of hurdles tied to entering into leases with hyperscalers and data centers achieving their RFS dates. Vesting of Mr. Mohmand’s PSUs is based on our achievement of net operating income goals, which is influenced by achievement of the hurdles applicable to Mr. Zhang. The grant date values of the RSUs granted to Mr. Cummins, Mr. Zhang and Mr. Saidal were approximately $45,390,000, $17,474,000 and $8,737,500, respectively, or $9,078,000, $3,495,000 and $1,747,000 per year when annualized over the five-year vesting period. While the value delivered by the PSUs is entirely subject to each executive’s performance through 2031, at the maximum potential performance achievement of Mr. Cummins’ PSUs, he would realize $450 million in equity award value against approximately $21 billion in additional market capitalization created from the grant date price to the $100 stock price hurdle (assuming 300 million common shares outstanding). This reflects a 2.15% sharing ratio and is below the 25th percentile of the sharing ratios of the multi-year awards benchmarked by the Compensation Committee during the design process. The Committee’s Process Prior to granting the multi-year awards to Messrs. Cummins, Zhang and Mohmand, the Committee and the Board deliberated for approximately four months over the course of 12 meetings that included:
Financial Accomplishments
| ● | a comprehensive review of market compensation practices, including benchmarking of special and founder grants made by comparable companies across digital asset infrastructure, AI infrastructure and high-growth technology sectors; | | ● | evaluation of the competitive talent market, including the retention risk posed by the high-compensation environment in the AI and digital infrastructure sectors; | | ● | consideration of potential award design, performance period and performance measure alternatives including analysis of the relationship between grant size, performance target design and resulting stockholder value creation under multiple scenarios; | | ● | analysis of whether existing equity holdings and continued annual equity awards consistent with our historic approach provided sufficient incentive and retention power relative to the ambition and growth expectations of our strategic plan, and attendant value creation for stockholders that is expected if the goals are successfully executed; | | ● | the nature of our business cycle, as the path to reaching stabilized revenue for a project is typically four to five years; and | | ● | calibration of stock price performance targets guided by our multi-year financial plan, relative to other multi-year equity awards made by companies of similar size, industry, and growth profile, observed industry stock price CAGRs over their respective performance periods, and assessment of other performance targets with reference to the operational and financial outcomes required to achieve the Company’s long-term strategic plan, to ensure they were appropriately ambitious relative to the value already created since the commencement of the Company’s strategic pivot, as evidenced by its rapid stock price appreciation during the period in which the Committee evaluated the awards. |
Financial Accomplishments
Throughout its deliberations, the Committee was advised by an independent compensation consultant. In addition, an analysis prepared for the Company’s Board of Directors by Lucid Capital Markets (“Lucid”) which contained a stock pricing analysis served as a reference point for the Committee in setting the hurdle amounts for Mr. Cummins’ multi-year award. The nature of our business cycle was also a key consideration, as the path to reaching stabilized revenue for a project is typically four to five years, far longer than an annual or even a typical multi-year performance period can capture. This work led us to conclude that utilizing a five-year performance and vesting horizon was in stockholders’ best interests, as it would effectively incentivize executives’ success in achieving revenue stabilization and outsized stockholder returns, and retain them over this critical time-period. Accordingly, upon the recommendation of the Committee, the Board approved the grant of the multi-year awards. Specifically, on January 6, 2026, the independent members of the Board unanimously approved the grant to Mr. Cummins of 4,500,000 PSUs and 1,500,000 RSUs. In addition, on February 6, 2026, the independent members of the Board unanimously approved (i) the grant to Mr. Zhang of 1,500,000 PSUs and 500,000 RSUs and (ii) the grant to Mr. Mohmand of 750,000 PSUs and 250,000 RSUs. The multi-year awards granted to Messrs. Zhang and Mohmand occurred subsequent to Mr. Cummins’ awards to provide the Committee with additional time to customize the goals for each of them, as detailed under the section titled “Formidable Performance Hurdles” below. Our Strategic Ambitions and Stockholder Alignment Objectives The Committee’s performance incentivization objectives were informed by the transformative period of growth and opportunity for the Company, which the Company expects to continue for the next five years. Accordingly, the Committee determined that the PSU awards furthered stockholders’ interests by incentivizing and rewarding Messrs. Cummins, Zhang and Mohmand if, and only to the extent, they successfully capitalize on these opportunities and drive performance that translates into meaningful stockholder value creation. As further detailed below, each executive’s performance goals were individually customized to align with their primary areas of responsibility and expertise. Our Retention Objectives Messrs. Cummins, Zhang and Mohmand are the key leaders responsible for the execution of our long-term strategy, making their continued service critical to capturing the opportunities identified in our strategic plan. The performance and vesting period of the awards was designed to encourage their continued leadership through the successful execution of our strategic transformation. As such, the value, if any, that each recipient will realize from the PSUs will require Messrs. Cummins, Zhang, and Mohmand to meaningfully and measurably strengthen the Company’s performance, thereby driving stockholder value creation, and any shares earned must be retained for two years post-vesting. In addition, the RSUs vest over a five-year period following the applicable date of grant, with twenty percent vesting on the one-year anniversary of the applicable date of grant, and the balance vesting in equal installments every six months over the remaining portion of the five-year period thereafter, in each case, subject to continued full-time employment with the Company in a role approved by the Board through the applicable vesting date (other than in connection with certain terminations of employment). Accordingly, to realize the maximum value of the RSUs granted, the recipients must remain employed with the Company as described above. Formidable and Synergistic Performance Hurdles The Committee and the Board considered various performance criteria and goals when determining the terms of the multi-year PSUs. The Committee and the Board determined that performance criteria and goals that were both individually tailored and interdependent and synergistic to each of Messrs. Cummins, Zhang, and Mohmand would best incentivize value creation for the Company’s stockholders.
Cummins 2026 PSUs
Cummins 2026 PSUs Mr. Cummins’ PSUs granted on January 6, 2026 (the “Cummins 2026 PSUs”) can be earned only if, during the five-year period following grant, (i) the average closing price of the Company’s common stock over any rolling 90 consecutive calendar day period is equal to or exceeds stock price hurdles of $50, $75, and $100, and (ii) Mr. Cummins remains in continued full-time employment with the Company in a role approved by the Board through the applicable vesting date, except as otherwise set forth below and in the applicable award agreement. One-third of the 4,500,000 shares under the Cummins 2026 PSUs will be earned for each stock price hurdle attained during the five-year period, with no interpolation between the price hurdles, except as otherwise set forth below in connection with a change in control. If the average stock price does not equal or exceed $50 during the five-year period, the Cummins 2026 PSUs will be forfeited in full and cancelled on the fifth anniversary of the date of grant. The stock price hurdles were developed following a period of rapid stock price appreciation for the Company, with the stock price appreciating approximately 173% during the six-month period preceding Mr. Cummin’s January 2026 grant date. Notwithstanding this elevated starting point, the hurdles of $50, $75, and $100 were set significantly higher than the $30.26 closing price of the Company’s common stock on the date of grant, consistent with the Committee’s outperformance objectives in order for the performance goals to be achieved. These stock price hurdles reflect levels of 165%, 248%, and 330% of the grant date price and, which over the five-year performance period are ambitious relative to the hurdles used by the multi-year wards benchmarked and were guided by the financial modeling and scenario analysis previously prepared by Lucid, which served as a reference point for the Committee. If, prior to the five-year anniversary of the date of grant, Mr. Cummins’ continued full-time employment with the Company in a role approved by the Board is terminated (i) by the Company without Cause, (ii) by Mr. Cummins for Good Reason, (iii) due to Mr. Cummins’ death, (iv) due to Mr. Cummins’ Disability, or (v) due to the Company’s non-renewal of the then-applicable Term, then subject to Mr. Cummins’ timely delivery and non-revocation of an executed Release and Mr. Cummins’ continued compliance with the terms and conditions of the Cummins Employment Agreement and the Release, any then unvested Cummins 2026 PSUs shall initially remain outstanding, and, if any stock price hurdle is achieved on or prior to the earlier of (i) the twelve month anniversary of Mr. Cummins’ date of termination, or (ii) the five-year anniversary of the date the Cummins 2026 PSUs were granted, the Cummins 2026 PSUs that are eligible to vest based on achievement of such stock price hurdle will vest. The defined terms set forth in this section to the extent not otherwise defined are defined in the Cummins Employment Agreement (as defined below). In the event of a change in control prior to the five-year anniversary of the date of grant, the Cummins 2026 PSUs will vest if the per-share price ascribed to the common stock in the change in control (the “CIC Price”) equals or exceeds the applicable hurdle. In the event the CIC Price is between two stock price hurdles, the number of Cummins 2026 PSUs that vest will be based on linear interpolation between the relevant stock price hurdles. Any Cummins 2026 PSUs that do not vest will be forfeited upon consummation of the change in control.
Zhang 2026 PSUs
Zhang 2026 PSUs Mr. Zhang’s PSUs granted on February 6, 2026 (the “Zhang 2026 PSUs”) are eligible to vest in four equal tranches of 375,000, based on milestones tied to the Company (or any subsidiary or affiliate of the Company) entering into binding contracts, licenses, leases, or service agreements with hyperscalers that provide for a minimum term of no less than fifteen (15) base years (excluding renewals and options) (collectively, “PSU-Eligible Contracts” and, such performance hurdles, the “Signing-Based Hurdles”), as well as the aggregate capacity of data centers subject to PSU-Eligible Contracts achieving their RFS dates (each, a “Ready for Service-Based Hurdle”), as set forth in the tables below. Except as otherwise set forth below in connection with a change in control, the Zhang 2026 PSUs will only be earned and vest if the relevant hurdles outlined below are achieved on or before the five-year anniversary of the date of grant, subject to Mr. Zhang’s continued full-time employment with the Company in a role approved by the Board on the applicable vesting date.
Zhang 2026 PSUs
| Hurdle | Type of Hurdle | MW or GW Target | PSUs Eligible to Vest on Achievement of MW or GW Target | Type of Hyperscaler | | First Hurdle | Signing-Based Hurdle | 600 MW | 375,000 | Investment Grade Only | | Second Hurdle | Signing-Based Hurdle | 1.6 GW | 375,000 | All (Whether or Not Investment Grade) | | Third Hurdle | Ready for Service-Based Hurdle | 600 MW | 375,000 | Investment Grade Only | | Fourth Hurdle | Ready for Service-Based Hurdle | 1.6 GW | 375,000 | All (Whether or Not Investment Grade) |
Zhang 2026 PSUs
As of the date of grant of the Zhang 2026 PSUs, the Company had entered into PSU-Eligible Contracts with respect to 700 MW of power, of which 300 MW were pursuant to PSU-Eligible Contracts with investment grade hyperscalers. Accordingly, the Signing-Based Hurdles require a 100% increase in the number of PSU-Eligible Contracts with respect to the First Hurdle and an approximately 228.5% increase in the number of PSU-Eligible Contracts with respect to the Second Hurdle. In addition, as of the date of grant of the Zhang 2026 PSUs, no portion of the aggregate capacity of data centers subject to PSU-Eligible Contracts with respect to investment-grade hyperscalers had achieved their ready-for-service dates (and, as a result, 100% of the Third Hurdle is required to be achieved after the date of grant of the Zhang 2026 PSUs), and 100 MW of power pursuant to PSU-Eligible Contracts with non-investment grade hyperscalers had achieved their ready-for-service date as of the date of grant of the Zhang 2026 PSUs, and, as a result, the Fourth Hurdle requires an approximately 1,500% increase in the number of hyperscalers to achieve their RFS date. If, prior to the five-year anniversary of the date of grant, Mr. Zhang’s continued full-time employment with the Company in a role approved by the Board is terminated (i) by the Company without Cause, (ii) by Mr. Zhang for Good Reason, (iii) due to Mr. Zhang’s death, (iv) due to Mr. Zhang’s Disability, or (v) due to the Company’s non-renewal of the then-applicable Term, then subject to Mr. Zhang’s timely delivery and non-revocation of an executed Release and Mr. Zhang’s continued compliance with the terms and conditions of the Zhang Employment Agreement and the Release, any then unvested Zhang 2026 PSUs shall initially remain outstanding, and, if any hurdle is achieved on or prior to the earlier of (i) the twelve month anniversary of Mr. Zhang’s date of termination, or (ii) the five-year anniversary of the date the Zhang 2026 PSUs were granted, the Zhang 2026 PSUs that are eligible to vest based on achievement of such hurdle will vest. The defined terms set forth in this section to the extent not otherwise defined are defined in the Zhang Employment Agreement (as defined below). In the event of a change in control prior to the five-year anniversary of the date of grant, if the Company (or any subsidiary or affiliate) has entered into PSU-Eligible Contracts for no less than 60% of either of the Signing-Based Hurdles (provided that, for purposes of the First Hurdle, only PSU-Eligible Contracts with investment grade hyperscalers will be taken into account), then, with respect to the unvested Zhang 2026 PSUs, (i) the Third Hurdle will be deemed to have been achieved as of the date of the consummation of the change in control to the same extent as the First Hurdle has been achieved as of such date, (ii) the Fourth Hurdle shall be deemed to have been achieved as of the date of the consummation of the change in control to the same extent as the Second Hurdle has been achieved as of such date (each of (i) and (ii), the “Deemed Achievement”), and (iii) with respect to each Hurdle for which there has been no less than 60% achievement, a ratable number of Zhang 2026 PSUs shall vest, in an amount equal to the product of (A) the percentage (not to exceed 100%) of the applicable Hurdle achieved upon consummation of the change in control (after giving effect to the Deemed Achievement), and (B) the number of Zhang 2026 PSUs that vest upon achievement of 100% of the applicable Hurdle. Any Zhang 2026 PSUs that do not vest will be forfeited upon consummation of the change in control.
Mohmand 2026 PSUs
Mohmand 2026 PSUs Mr. Mohmand’s PSUs granted on February 6, 2026 (the “Mohmand 2026 PSUs”) are eligible to vest in two equal tranches, based on the achievement of net operating income (“NOI”) targets, measured on a trailing twelve-month basis, as set forth in the table below. Except as otherwise set forth below in connection with a change in control, the Mohmand 2026 PSUs will only vest if the NOI from the Company’s HPC data center hosting business segment equals or exceeds the applicable NOI target on or before February 28, 2031, subject to Mr. Mohmand’s continued full-time employment with the Company in a role approved by the Board on the applicable vesting date.
Mohmand 2026 PSUs
| NOI Target | PSUs Eligible to Vest | | $1,000,000,000 | 375,000 | | $2,000,000,000 | 375,000 |
Mohmand 2026 PSUs
If Mr. Mohmand’s continued full-time employment with the Company in a role approved by the Board is terminated (i) by the Company without Cause (as defined in Mr. Mohmand’s Offer Letter), (ii) by Mr. Mohmand for Good Reason (as defined in the award agreement evidencing the Mohmand 2026 PSUs), (iii) due to Mr. Mohmand’s death, or (iv) due to Mr. Mohmand’s Disability (as defined in the award agreement evidencing the Mohmand 2026 PSUs), then subject to Mr. Mohmand’s timely delivery and non-revocation of an executed release of claims and Mr. Mohmand’s continued compliance with the terms and conditions of his Offer Letter, Covenants Agreement and the release of claims, any of the then unvested Mohmand 2026 PSUs shall initially remain outstanding, and, if any NOI target is achieved on or prior to the earlier of (i) the twelve month anniversary of Mr. Mohmand’s date of termination, or (ii) February 28, 2031, the Mohmand 2026 PSUs that are eligible to vest based on achievement of such NOI target will vest. In the event of a change in control prior to February 28, 2031, net operating income will be calculated based on Contracted NOI, which means, in general, the NOI projected to be earned by the Company on a consolidated basis over the 12 full calendar month period starting with the 13th and ending with the 24th full calendar month after consummation of a change in control, calculated based on the Company’s consolidated financial performance, from the critical IT load contracted for pursuant to all contracts, licenses, leases, or service agreements entered into by the Company (or any subsidiary or affiliate thereof) in effect as of the consummation of such change in control. With respect to any NOI Target which has been no less than 60% achieved, based on Contracted NOI, a ratable number of Mohmand 2026 PSUs shall vest in an amount equal to (A) the percentage of the applicable NOI Target deemed achieved upon consummation of the change in control (not to exceed 100%) multiplied by (B) the number of Mohmand 2026 PSUs that vest upon 100% achievement of such NOI Target. Two-Year Holding Period Furthers Retention Objectives Following satisfaction of the applicable performance criteria, shares issued pursuant to the multi-year PSUs may not be sold or otherwise transferred by Messrs. Cummins, Zhang, and Mohmand, as applicable, for two years from the date of issuance (other than shares withheld by the Company to satisfy tax withholding obligations or certain transfers for estate-planning purposes). The Committee and the Board believe that such transfer restrictions further align Messrs. Cummins’, Zhang’s, and Mohmand’s long-term total compensation to the Company’s continued growth, retention, and achievement of its strategic objectives, thereby further driving stockholder value creation.
Other Fiscal Year 2026 RSUs Awarded to Jason Zhang
Other Fiscal Year 2026 RSUs Awarded to Jason Zhang In August 2025, the Company granted Mr. Zhang an award of 750,000 RSUs, of which one-third vested on March 12, 2026 and one-sixth vested on September 12, 2026, and the remainder vest in equal semi-annual installments every six months thereafter through March 12, 2028, subject to Mr. Zhang’s continued service through each applicable vesting date. The award was intended to incentivize Mr. Zhang to remain with the Company and to reward his strong performance since re-joining the Company. In addition, in November 2025, the Company granted Mr. Zhang an award of 170,000 RSUs, which were vested immediately upon grant. These RSUs were in consideration of Mr. Zhang’s strong performance with the Company, including his instrumental role in the Company signing a lease with an investment-grade hyperscaler for the Company’s Harwood, North Dakota datacenter campus, and the need to continue to incentivize Mr. Zhang to engage with hyperscalers for the Company’s existing and future projects. Previously Granted PSUs Earned as of the Date of this Proxy Statement In Fiscal Year 2025, the Committee granted PSUs with three-year performance periods and performance-based vesting requirements tied to financial and operational objectives designed to support the long-term growth of the business. All PSU awards that the Committee has granted will vest and settle when all of the vesting conditions in the PSU award agreements are satisfied, as determined by the Committee. As of the date of this Proxy Statement, the following table outlines the performance achievements and resulting PSUs earned by each executive. All of the performance goals outlined in the below table must be achieved, as determined by the Committee, on or before December 31, 2027; otherwise, the PSUs will be forfeited.
Other Fiscal Year 2026 RSUs Awarded to Jason Zhang
| Date of Grant | Recipient | PSUs Granted | PSUs Vested at Fiscal Year End | PSUs Unvested / Outstanding | | November 15, 2024 | Wes Cummins | 1,600,000 | 800,000(1) | 800,000(2) | | November 15, 2024 | Saidal Mohmand | 490,000 | 490,000(1) | None | | March 12, 2025 | Jason Zhang | 600,000 | 300,000(3) | 300,000(4) | | March 27, 2025 | Wes Cummins | 1,600,000 | None | 1,600,000(5) | | March 27, 2025 | Jason Zhang | 600,000 | None | 600,000(5) | | March 27, 2025 | Saidal Mohmand | 245,000 | None | 245,000(5) | | March 27, 2025 | Laura Laltrello | 600,000 | None | 600,000(5) |
Other Fiscal Year 2026 RSUs Awarded to Jason Zhang
(1) Such PSUs vested when the Committee determined that the following performance metrics were achieved: (i) entry into a lease with a hyperscaler for a 100MW data center building at the Ellendale, North Dakota campus (“Building 2”), (ii) consummation of a real estate project financing term loan, or other financing satisfactory to the Committee, fully financing Building 2 construction, (iii) entry into a lease with a hyperscaler for a second 100MW data center building at the Ellendale campus (“Building 3”), and (iv) receipt of sustainable revenue for Building 2 for two consecutive fiscal quarters implying Company positive NOI. (2) Such PSUs vest when the Committee determines that all of the following performance metrics have been achieved: (i) entry into a lease with a hyperscaler for Building 2, (ii) consummation of a real estate project financing term loan, or other financing satisfactory to the Committee, fully financing Building 2 construction, (iii) entry into a lease with a hyperscaler for Building 3, and (iv) receipt of sustainable revenue for Building 3 for two consecutive fiscal quarters implying Company positive NOI. As of the date of this Proxy Statement, all of such vesting metrics have been achieved except for the receipt of sustainable revenue for Building 3 for two consecutive fiscal quarters implying Company positive NOI. (3) Such PSUs vested when the Committee determined that the following performance metrics were achieved: (i) entry into a lease with a hyperscaler for Building 2, (ii) consummation of a real estate project financing term loan, or other financing satisfactory to the Committee, fully financing Building 2 construction, (iii) entry into a lease with a hyperscaler for a second 150MW data center building at Ellendale (“Building 4”), and (iv) receipt of sustainable revenue for Building 2 for two consecutive fiscal quarters implying Company positive NOI. (4) Such PSUs vest when the Committee determines that all of the following performance metrics have been achieved: (i) entry into a lease with a hyperscaler for Building 2, (ii) consummation of a real estate project financing term loan, or other financing satisfactory to the Committee, fully financing Building 2 construction, (iii) entry into a lease with a hyperscaler for Building 4, and (iv) receipt of sustainable revenue for Building 4 for two consecutive fiscal quarters implying Company positive NOI. As of the date of this Proxy Statement, all of such vesting metrics have been achieved except for the receipt of sustainable revenue for Building 4 for two consecutive fiscal quarters implying Company positive NOI. (5) While the PSUs did not vest during Fiscal Year 2026, such PSUs have since vested because the Committee determined that all of the applicable performance metrics have been achieved. Those metrics are as follows: (i) either (A) site-level NOI exceeding $20MM for two consecutive quarters on Building 2, or (B) entry into a hyperscaler lease for a minimum 200MW data center on a campus separate from Ellendale, (ii) Building 4 achieving its RFS date, and (iii) for Ms. Laltrello only, operational expenditure (OPEX) not exceeding an average cost of $34.50/KWM through the 12-month anniversary of the award date, measured by maintenance staffing, telemetry/training/analytics, fuel, battery replacements, security, insurance, and taxes.
Executive Compensation Policies and Processes
Compensation-Setting Process Role of the Board and Compensation Committee Our Committee is responsible for the executive compensation programs for our NEOs and reports to our Board on its discussions, decisions, and other actions. Our Chief Executive Officer makes recommendations to our Committee for the respective executive officers that report to him and typically attends Committee meetings. Our Chief Executive Officer makes such recommendations (other than with respect to his own compensation) regarding base salary, and short-term and long-term compensation, including equity incentives, for our executive officers based on our Company’s financial results, an executive officer’s individual contribution toward these results, the executive officer’s role and performance of his or her duties, and his or her achievement of preset individual goals. Our Committee then reviews the recommendations and other data, including an analysis of competitive market data prepared by its independent compensation consultant using information drawn from publicly available data of our peers and various compensation surveys, and makes decisions as to the target total direct compensation for each executive officer, including our Chief Executive Officer, as well as each individual compensation element. While our Chief Executive Officer typically attends meetings of the Committee, the Committee meets outside the presence of our Chief Executive Officer when discussing his compensation and when discussing certain other matters, as well. Role of Management Our CEO reviews the performance of each of his direct reports on an ongoing basis. Based on this continual assessment of their performance, our CEO makes recommendations annually to the Committee regarding base salary levels, target annual incentive award levels and long-term incentives for our executive officers (other than with respect to his own compensation). Role of Compensation Consultant Our Committee is authorized to engage the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. In the fiscal year ending May 31, 2026, the Committee engaged Compensia Inc. (“Compensia”), a national compensation consulting firm with compensation expertise relating to technology and life science companies, to provide it with market information, analysis, and other advice relating to executive compensation on an ongoing basis. The Committee engaged Compensia to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as to assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is aligned with the competitive marketplace. Our Committee has considered the applicable rules of the SEC and the Nasdaq Listing Rules and does not believe the retention of, and the work performed by, Compensia raises any conflict of interest. Peer Group At least once a year, the Committee reviews an analysis of competitive market data drawn from the executive compensation programs of companies that we believe are comparable to us. With Compensia’s assistance, the Committee developed a peer group for use when making its compensation decisions for the fiscal year ended May 31, 2026, which consisted of publicly traded internet services and broader software and fintech companies headquartered in the U.S. that generally had a market capitalization between 0.33x and 3.0x the Company’s market capitalization. Peer group data represents one of several factors considered in compensation decision-making and helps inform the design and positioning of compensation opportunities. The Committee referred to the market analysis and broader survey data (for similarly-sized companies) when making base salary, cash bonus and equity award decisions for our executive officers for the fiscal year ended May 31, 2026. The Committee also considers our growth trajectory and the markets in which we compete for talent when evaluating the market competitiveness of our executive compensation program. In August 2025 the Committee formally approved the Fiscal Year 2026 peer group as listed below:
Executive Compensation Policies and Processes
*Denotes a new peer added for Fiscal Year 2026. The Committee removed Squarespace from the Fiscal Year 2026 peer group due to the acquisition of Squarespace, and removed the following companies due to their market capitalizations falling below our targeted range: Backblaze, Bit Digital, Cantaloupe, Fastly, Rekor Systems, Red Violet, and Verint Systems. Other Compensation Practices and Policies Retirement Savings and Health and Welfare Benefits We participate in a retirement savings plan, or 401(k) plan, which is intended to qualify for favorable tax treatment under Section 401(a) of U.S. Internal Revenue Code of 1986, as amended (the “Code”), and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 18 years of age are generally eligible to participate on similar terms in the 401(k) plan, subject to certain criteria. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. We currently make matching contributions up to 100% of the first 3% of the amount of employee contributions for Fiscal Year 2026 under the 401(k) plan. All of our full-time employees, including our NEOs, are eligible to participate on similar terms in our health and welfare plans, including medical, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and accidental death and dismemberment insurance. Perquisites and Other Personal Benefits Based on the findings of an independent security assessment and in response to specific threats and security concerns arising from the Chief Executive Officer’s and the Chief Financial Officer’s roles and the Company’s public profile, the Committee has determined that it is in the best interests of the Company and its stockholders to provide comprehensive personal security measures for Mr. Cummins and Mr. Mohmand to mitigate risk and protect their safety. Accordingly, the Committee requires Mr. Cummins and Mr. Mohmand to use private aircraft for all business and personal air travel in order to enhance their safety, security, and efficiency, including travel between their primary residences and Company offices or meetings. In addition, the Company provides personal and residential security services to Mr. Cummins and Mr. Mohmand, including security personnel and home security systems. Although we do not consider Mr. Cummins’ and Mr. Mohmand’s overall security program to be a perquisite for their benefit for the reasons described above, the costs related to personal security for Mr. Cummins and Mr. Mohmand at their residences and personal use of private aircraft pursuant to their overall security program are reported as other compensation to Mr. Cummins and Mr. Mohmand in the “All Other Compensation” column of the 2026 Summary Compensation Table. The Committee believes that these security measures are appropriate and necessary considering the heightened risk environment within the industry in which the Company operates, and that Mr. Cummins and Mr. Mohmand should not be placed at personal risk due to their association with the Company. The Committee periodically reviews the security program and its associated costs based on recommendations from the Company’s security advisors, who conduct ongoing assessments of the threat environment informed by interactions with law enforcement and third-party security resources. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide any other significant perquisites or other personal benefits to our executive officers, including our NEOs, except as generally made available to our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes. In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Committee. Timing of Equity Awards Grants of equity awards to our executive officers are generally determined and approved at our pre-scheduled Committee meetings whenever practicable, and the awards are granted in accordance with our equity grant policies and processes. However, the Committee may otherwise approve the grant of equity awards outside of a pre-scheduled meeting in connection with a new hire, promotion or other circumstances where the Committee deems it appropriate to make such grants. Stock Ownership Guidelines The Committee believes that the Company and its stockholders are best served when executive officers and directors manage the business with a long-term perspective. Accordingly, consistent with feedback received from stockholders, we have implemented executive stock ownership guidelines to strengthen the alignment of interests between our executives and non-employee directors and stockholders. For purposes of the guidelines, vested full value shares and unvested RSUs count towards the ownership thresholds required; unvested PSUs do not count. The guidelines provide a phase-in period to allow executives to acquire the requisite levels of ownership over five years. All of our current NEOs and directors are in compliance with our stock ownership guidelines or fall within the period to attain the guideline level of stock ownership.
Executive Compensation Policies and Processes
Compensation Recovery (or Clawback Policy) We have adopted the Applied Digital Corporation Clawback Policy (the “Clawback Policy”) in accordance with the requirements of the Nasdaq Listing Rules and the rules of the SEC implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Clawback Policy requires the Committee to recoup certain cash and equity incentive compensation paid to or deferred by executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws. Insider Trading, Hedging and Pledging Policies The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company’s policy prohibits directors, officers, and employees from engaging in hedging or derivative transactions with respect to Company securities. The policy specifically identifies as prohibited transactions short sales, put or call options, swaps, collars, and forward sales contracts. The policy also prohibits placing Company securities in a margin account or pledging Company securities as collateral for a loan. Offer Letters and Employment Agreements with Our Named Executive Officers Employment Agreement with Mr. Cummins, effective October 10, 2024 On October 10, 2024, we entered into an Employment Agreement with Mr. Cummins (the “Cummins Employment Agreement”), which supersedes and replaces in its entirety all previous employment agreements and any amendments thereto with Mr. Cummins, including for the avoidance of doubt the Original Cummins Employment Agreement (as defined below). Under the Cummins Employment Agreement, Mr. Cummins will continue to serve as the Chief Executive Officer of the Company, and is eligible to receive the following: (i) an annual base salary of $750,000 (which has subsequently been increased to $875,000 by our Committee), subject to annual review; (ii) an annual performance bonus with a target amount of 100% of annual base salary (and a maximum payout of 200% of annual base salary), as determined by the Board or Committee; (iii) discretionary equity awards from time to time, subject to approval by the Board or Committee; and (iv) participation in our employee benefit plans, programs and arrangements that are provided to other senior executives, in each case, less any applicable withholdings and deductions. In addition, Mr. Cummins received a one-time true-up payment equal to the amount he would have received had the base salary increase he received pursuant to the Cummins Employment Agreement gone into effect as of June 1, 2024. The Cummins Employment Agreement is for a term ending on October 10, 2027, with automatic 1-year extensions thereafter unless at least 90 days’ notice of non-renewal is provided by either party. Mr. Cummins’ employment is at-will. However, if Mr. Cummins’ employment is terminated by us without Cause, he resigns with Good Reason, or we do not renew the employment term, Mr. Cummins will be eligible to receive, subject to execution, delivery and non-revocation of a general release of claims: (i) an amount equal to 18 months’ (or in the event of a Change in Control Termination, 30 months’) annual base salary, payable in equal installments over 18 months (or, in the event of a Change in Control Termination, payable in a lump sum to the extent permitted by applicable law); (ii) an amount equal to 100% (or 250% in the event of a Change in Control Termination) of Mr. Cummins’ annual bonus for the fiscal year in which termination occurs, calculated based on: (a) actual performance for the entire fiscal year, if such amount is reasonably determinable as of the date payment would otherwise be made, or (b) if such amount is not reasonably determinable as of the date payment would otherwise be made or, in the event of a Change in Control Termination, such amount is reasonably determinable, but less than 100% of Mr. Cummins’ base salary, an amount equal to 100% (or 200% in the event of a Change in Control Termination) of such target bonus; (iii) accelerated vesting of 50% of all unvested equity awards (or 100% in the event of a Change in Control Termination), based on achievement of 100% of target for any performance metrics (or, in the event of a Change in Control Termination, if achievement of the applicable performance metrics is reasonably determinable, based on the achievement of the greater of (a) 100% of target, and (b) actual achievement of the performance metrics); (iv) extension of the post-termination exercise period for any outstanding stock options or stock appreciation rights until the expiration of such awards; and (v) continued coverage under COBRA at active employee rates for up to 18 months, in each case, less any applicable withholdings and deductions. A Change in Control Termination under the Cummins Employment Agreement includes Mr. Cummins’ termination without Cause, resignation with Good Reason or our non-renewal of Mr. Cummins’ employment term (i) within 18 months following consummation of a Change in Control, (ii) at a time when we are party to an agreement that would result in the occurrence of a Change in Control if consummated, if such Change in Control has not been terminated or abandoned as of the date of Mr. Cummins’ termination, or (iii) within 90 days prior to the Company’s entrance into an agreement described in (ii). The defined terms set forth in this section to the extent not otherwise defined are defined in the Cummins Employment Agreement. Mr. Cummins is bound by a (i) perpetual confidentiality obligation, (ii) non-competition obligation during employment and for 18 months post-termination, (iii) non-solicitation obligation with respect to Company personnel and customers during employment and for 18 months post-termination, (iv) perpetual non-disparagement obligation, and (v) covenant with respect to assignment of intellectual property. Executive Employment Contract with Mr. Cummins, effective November 1, 2021 (as amended, September 25, 2023) Pursuant to Mr. Cummins’ Executive Employment Contract, effective November 1, 2021 (the “Original Cummins Employment Agreement”), Mr. Cummins served as Chief Executive Officer. Mr. Cummins was eligible to receive the following: (i) an annual base salary of $300,000 (which was increased by the Committee to $600,000 in June 2023); (ii) an annual discretionary bonus of up to 100% of base salary, as determined by the Board or Committee; and (iii) a grant of 3,000,000 shares of restricted common stock of the Company, in each case, less any applicable withholdings and deductions. The Original Cummins Employment Agreement had an initial term that was scheduled to end on October 31, 2024. Mr. Cummins’ employment under the Original Cummins Employment Agreement was at-will and did not provide any severance payments or benefits. However, the Original Cummins Employment Agreement stated that the parties agreed that reasonable and sufficient notice of termination by the Company would be the greater of 4 weeks and any minimum notice period required by law. Under the Original Cummins Employment Agreement, Mr. Cummins was bound by a (i) perpetual confidentiality obligation; (ii) non-competition obligation during employment only; and (iii) non-solicitation obligation with respect to our employees, contractors and business during employment and for 1-year post-termination.
Executive Compensation Policies and Processes
The Original Cummins Employment Agreement was amended on September 25, 2023 to provide Mr. Cummins with severance in the event that his employment was terminated without Cause or he resigned with Good Reason (as each term is defined in the Applied Blockchain, Inc. 2022 Incentive Plan (the “2022 Incentive Plan”)) during the 24-month period following a Change in Control (as defined in the 2022 Incentive Plan). Such potential severance payment was an amount equal to two times Mr. Cummins’ base salary plus target bonus for the year of termination, less applicable withholdings and deductions. Employment Agreement with Mr. Zhang, effective August 1, 2025 On August 1, 2025, we entered into an Employment Agreement with Mr. Zhang (the “Zhang Employment Agreement”), which supersedes and replaces in its entirety all previous employment agreements, offer letters and any amendments thereto with Mr. Zhang, including for the avoidance of doubt the Offer Letter between the Company and Mr. Zhang dated February 4, 2025. Under the Zhang Employment Agreement, Mr. Zhang continues to serve as the Co-Founder and Chief Strategy Officer of the Company. Mr. Zhang’s title was elevated to President and Co-Founder pursuant to an amendment to the Zhang Employment Agreement dated January 14, 2026 (the “Zhang Amendment”). Mr. Zhang is eligible to receive the following: (i) an annual base salary of $600,000 (which was subsequently increased to $700,000 pursuant to the Zhang Amendment), subject to annual review; (ii) an annual performance bonus with a target amount of 75% of annual base salary (and a maximum payout of 150% of annual base salary), as determined by the Board or Committee; (iii) discretionary equity awards from time to time, subject to approval by the Board or Committee; and (iv) participation in our employee benefit plans, programs and arrangements that are provided to other senior executives, in each case, less any applicable withholdings and deductions. In addition, Mr. Zhang received a one-time true-up payment equal to the amount he would have received had the base salary increase he received pursuant to the Zhang Employment Agreement gone into effect as of March 1, 2025. The Zhang Employment Agreement is for a term ending on August 1, 2028, with automatic 1-year extensions thereafter unless at least 90 days’ notice of non-renewal is provided by either party. Mr. Zhang’s employment is at-will. However, if Mr. Zhang’s employment is terminated by us without Cause, he resigns with Good Reason, or we do not renew the employment term, Mr. Zhang will be eligible to receive, subject to execution, delivery and non-revocation of a general release of claims: (i) an amount equal to 9 months’ (or in the event of a Change in Control Termination, 15 months’) annual base salary, payable in equal installments over 9 months (or, in the event of a Change in Control Termination, payable in a lump sum to the extent permitted by applicable law); (ii) an amount equal to 100% of Mr. Zhang’s annual bonus for the fiscal year in which termination occurs, calculated based on actual performance for the entire fiscal year, if such amount is reasonably determinable as of the date payment would otherwise be made, or if such amount is not reasonably determinable as of the date payment would otherwise be made, an amount equal to 100% of such target bonus; (iii) accelerated vesting of 50% of all unvested equity awards (or 100% in the event of a Change in Control Termination), based on achievement of 100% of target for any performance metrics (or, in the event of a Change in Control Termination, if achievement of the applicable performance metrics is reasonably determinable, based on the achievement of the greater of (a) 100% of target, and (b) actual achievement of the performance metrics); (iv) extension of the post-termination exercise period for any outstanding stock options or stock appreciation rights until the expiration of such awards; and (v) continued coverage under COBRA at active employee rates for up to 9 months (or 15 months in the event of a Change in Control Termination), in each case, less any applicable withholdings and deductions. A Change in Control Termination under the Zhang Employment Agreement includes Mr. Zhang’s termination without Cause, resignation with Good Reason or our non-renewal of Mr. Zhang’s employment term (i) within 18 months following consummation of a Change in Control, (ii) at a time when we are party to an agreement that would result in the occurrence of a Change in Control if consummated, if such Change in Control has not been terminated or abandoned as of the date of Mr. Zhang’s termination, or (iii) within 90 days prior to the Company’s entrance into an agreement described in (ii). The defined terms set forth in this section to the extent not otherwise defined are defined in the Zhang Employment Agreement. Mr. Zhang is bound by a (i) perpetual confidentiality obligation, (ii) non-competition obligation during employment and for 12 months post-termination, (iii) non-solicitation obligation with respect to Company personnel and customers during employment and for 12 months post-termination, (iv) perpetual non-disparagement obligation, and (v) covenant with respect to assignment of intellectual property. Offer Letter with Mr. Zhang, effective February 4, 2025 Pursuant to Mr. Zhang’s offer letter dated February 4, 2025 (the “Zhang Offer Letter”), Mr. Zhang handled special projects on behalf of the Company. As a condition of employment under the Zhang Offer Letter, Mr. Zhang executed an Employee Non-Disclosure, Invention Assignment and Restrictive Covenants Agreement dated February 4, 2025 (the “Covenants Agreement”). The Zhang Offer Letter was superseded in its entirety by the Zhang Employment Agreement, effective August 1, 2025; provided, however, that Exhibit B to the Zhang Offer Letter was expressly preserved and continues in full force and effect. The Covenants Agreement and Exhibit B of the Zhang Offer Letter are referenced as conditions of Mr. Zhang’s entitlement to severance payments under the Zhang Employment Agreement, and the terms thereof survive the execution of the Zhang Employment Agreement. Offer Letter with Mr. Mohmand, effective October 14, 2024
Executive Compensation Policies and Processes
We entered into an offer letter with Mr. Mohmand on October 11, 2024 (the “Mohmand Offer Letter”), effective as of October 14, 2024, which supersedes and replaces in its entirety all previous offer letters with Mr. Mohmand. Under the Mohmand Offer Letter, Mr. Mohmand serves as Chief Financial Officer, and is eligible to receive the following: (i) an annual base salary of $475,000 (which was subsequently increased by the Committee to $525,000), subject to annual review; (ii) an annual target bonus opportunity of 75% of base salary, based on Mr. Mohmand’s individual performance and the Company’s performance, as determined by the Board or Committee; (iii) equity awards of 490,000 RSUs under the 2022 Incentive Plan, and 490,000 PSUs under the 2022 Incentive Plan; (iv) discretionary equity awards from time to time, subject to approval of the Board or Committee; and (v) participation in welfare and other benefit plans generally available to our employees, in each case, less any applicable withholding and deductions. Mr. Mohmand’s employment is at will, but in the event we terminate his employment without Cause (as defined in the Mohmand Offer Letter), subject to Mr. Mohmand’s execution, delivery and non-revocation of a general release of claims against the Company, he is eligible to receive an amount equal to 12 months’ base salary (or, 24 months if such termination is within 18 months following a Change in Control (as defined in the Company’s 2024 Omnibus Equity Incentive Plan (the “2024 Incentive Plan”))) payable in 12 or 24 month installments, as applicable, and an amount equal to 100% of Mr. Mohmand’s annual target bonus for the year of termination, in each case, less applicable withholdings and deductions. Under the Mohmand Offer Letter, if payments to Mr. Mohmand in connection with a Change in Control would result in liability for an excise tax under Section 4999 of the Code for “excess parachute payments” as defined in Section 280G of the Code, or result in a loss of tax deduction for the Company or our subsidiaries or affiliates under Section 280G of the Code, the amount of such payments may be reduced to avoid imposition of the excise tax, if such reduction results in a greater post-tax benefit to Mr. Mohmand as compared to payment of the full amount of the payments and imposition of the excise tax. As a condition of employment, Mr. Mohmand was required to sign an Employee Non-Disclosure, Invention Assignment and Restrictive Covenants Agreement, under which he is bound by a perpetual confidentiality obligation, an invention assignment covenant, non-competition obligations during employment and for 12 months post-termination, and non-solicitation obligations with respect to the Company’s service providers and business partners during employment and for 12 months post-termination, and perpetual non-disparagement covenants. Offer Letter with Ms. Laltrello, effective January 6, 2025 We entered into an offer letter with Ms. Laltrello on November 26, 2024 (the “Laltrello Offer Letter”), effective as of January 6, 2025. Under the Laltrello Offer Letter, Ms. Laltrello serves as Chief Operating Officer of the Company. Ms. Laltrello is eligible to receive the following: (i) an annual base salary of $550,000; (ii) an annual target bonus opportunity of 80% of base salary, based on each of Ms. Laltrello’s individual performance and the Company’s performance, as determined by the Board or Committee; (iii) a one-time signing bonus of $300,000, subject to repayment if Ms. Laltrello’s employment ends within one year of her start date (other than by us without Cause (as defined in the Laltrello Offer Letter), or by Ms. Laltrello due to her death or Disability (as defined in the Laltrello Offer Letter)); (iv) discretionary equity awards from time to time, subject to approval of the Board or Committee; and (v) participation in welfare and other benefit plans generally available to our employees, in each case, less any applicable withholdings and deductions. Additionally, as an inducement to Ms. Laltrello accepting the position of Chief Operating Officer, we granted her an employment inducement award of 600,000 RSUs, outside of the 2024 Incentive Plan, in accordance with Rule 5635(c)(4) of the Nasdaq Stock Market. Ms. Laltrello’s employment is at-will, and she is not eligible for any severance payments or benefits. Under the Laltrello Offer Letter, if payments to Ms. Laltrello in connection with a change in control could result in liability for an excise tax under Section 4999 of the Code for “excess parachute payments” as defined in Section 280G of the Code, or result in the loss of a tax deduction under Section 280G of the Code, the amount of such payments to her shall be reduced to avoid imposition of the excise tax so that the maximum amount of such payment is $1 less than the amount that would cause such payments to be subject to the excise tax and/or loss of tax deduction. As a condition of employment, Ms. Laltrello was required to sign an Employee Non-Disclosure, Invention Assignment and Restrictive Covenants Agreement, under which she is bound by a perpetual confidentiality obligation, an invention assignment covenant, non-competition obligations during employment and for 12 months post-termination, and non-solicitation obligations with respect to the Company’s service providers and business partners during employment and for 12 months post-termination, and perpetual non-disparagement covenants. Severance and Change in Control Benefits The Committee and Board believe that severance and change in control arrangements are important components of the overall executive compensation program for our NEOs. Severance arrangements provide a stable work environment and are used primarily to attract and retain individuals with the requisite experience and ability to drive our success. Change in control provisions help to secure the continued employment and dedication of our NEOs, to reduce any concern that they might have regarding their own continued employment prior to or following a change in control of the Company and to promote continuity of management during a corporate transaction. Each of our NEOs is eligible for certain severance and change in control payments and benefits, including vesting acceleration of the equity awards in certain circumstances (as described in more detail below under the heading “Executive Compensation-Named Executive Officer Severance Benefits and Change in Control Provisions”). The Committee provides such payments and benefits to our NEOs based on its review of severance practices at the companies in our compensation peer group and as the result of arm’s-length negotiations at the time our NEOs commence employment with the Company, when they are requested to take on additional responsibilities, or from time to time if deemed necessary or desirable to achieve parity with other NEOs or otherwise. If we did not offer such change in control arrangements, our NEOs could be less motivated to pursue a potential acquisition even if such a transaction would benefit our stockholders, due to the possibility that they would lose the potential value of their unvested equity compensation upon the successful completion of such acquisition. For an estimate of the post-employment payments that our NEOs are eligible to receive, see “Executive Compensation -Potential Payments Upon Termination or Change in Control” below. Compensation Risk Assessment The Committee periodically reviews our compensation policies and practices to ensure that they do not encourage our executives or other employees to take excessive risks or emphasize short-term results at the expense of long-term stockholder value. Based on its review, the Committee believes that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Accounting and Tax Considerations
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table presents information regarding the total compensation awarded to, earned by, or paid to our Named Executive Officers during the fiscal years ended May 31, 2026, May 31, 2025, and May 31, 2024.
SUMMARY COMPENSATION TABLE
| Name and Principal Position(s) | Year | Salary(1) | Bonus | Stock Awards(2) | All Other Compensation(3) | Total | | Wes Cummins | 2026 | $875,000 | $1,200,000 | $185,900,249 | $1,242,271 | $189,217,520 | | Chief Executive Officer and Chairman | 2025 | $706,251 | $1,500,000 | $25,462,000 | $39,841 | $27,708,092 | | | 2024 | $600,000 | $600,000 | - | $37,002 | $1,237,002 | | Jason Zhang(4) | 2026 | $688,279 | $- | $99,325,997 | $21,069 | $100,035,346 | | President and Co-Founder and Former Co-Founder and Chief Strategy Officer | 2025 | - | - | - | - | - | | | 2024 | - | - | - | - | - | | Saidal Mohmand(5) | 2026 | $525,000 | $1,106,313 | $38,635,052 | $214,541 | $40,480,906 | | Chief Financial Officer | 2025 | $369,792 | $445,313 | $8,932,700 | $39,751 | $9,787,555 | | | 2024 | - | - | - | - | - | | Laura Laltrello(6) | 2026 | $527,083 | $215,800 | $1,842,526 | $48,802 | $2,634,211 | | Chief Operating Officer | 2025 | $222,917 | $176,000 | $9,534,000 | $13,493 | $9,946,409 | | | 2024 | - | - | - | - | - |
SUMMARY COMPENSATION TABLE
| (1) Amounts for Mr. Cummins represent a salary of $600,000 from June 1, 2024 through October 31, 2024 and $750,000 from November 1, 2024 through the end of Fiscal Year 2025. Mr. Cummins’ salary information for Fiscal Year 2025 also includes a $62,500 true-up payment in connection with his Employment Agreement entered into on October 10, 2024. | | Amounts for Mr. Mohmand represent a salary of $250,000 from June 1, 2024 through October 14, 2024 and $475,000 from October 15, 2024 through the end of the fiscal year. |
SUMMARY COMPENSATION TABLE
| (2) Consists of the grant date fair value of (i) RSUs made under the 2022 Incentive Plan and the 2024 Incentive Plan, (ii) PSUs made under the 2022 Incentive Plan and the 2024 Incentive Plan, (iii) RSUs made outside of the 2022 Incentive Plan or the 2024 Incentive Plan, and (iv) management incentive plan unit (“MIP Unit”) awards made under the APLD ChronoScale Management LLC Equity Incentive Plan (the “Management LLC Plan”) (as more fully described below under “Transactions With Related Persons-Related Party Transactions”), determined in accordance with Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that may be received by the named executive officers if the RSUs, PSUs, and MIP Units vest. | | (3) Amount reported in this column for the fiscal year 2026 includes, as applicable, (i) the value of perquisites and personal benefits (as defined by the SEC), including (A) costs related to personal use of private aircraft by Messrs. Cummins and Mohmand in the amount of $1,086,224 and $91,105, respectively, which represents the aggregate incremental cost to the Company of such private aircraft usage; (B) payments made by the Company on behalf of Messrs. Cummins and Mohmand for costs related to personal security at their residences in the amount of $109,577 and $77,057, respectively; (ii) health care premiums paid by the Company in the amount of $46,469 for Mr. Cummins, $46,379 for each of Mr. Mohmand and Ms. Laltrello, and $18,646 for Mr. Zhang. In accordance with applicable SEC rules and requirements, we valued perquisites and personal benefits based on our incremental cost of providing such items. | | (4) Information is not included for fiscal years 2025 and 2024 for Mr. Zhang because he was not a named executive officer in those fiscal years. | | (5) Information is not included for fiscal year 2024 for Mr. Mohmand because he was not a named executive officer in fiscal year 2024. | | (6) Information is not included for fiscal year 2024 for Ms. Laltrello because she joined the Company during fiscal year 2025. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The table below reflects, as applicable, cash severance, equity acceleration, and continuation of employment benefits payable to our NEOs in connection with (A) an involuntary termination of employment (i.e., a termination without Cause or resignation for Good Reason) other than in connection with a Change in Control of the Company (assuming that awards that are eligible to vest based on achievement of performance goals following termination of employment do not vest), (B) a Change in Control of the Company and no termination of employment (assuming that (i) all equity awards will not be assumed, continued or substituted by the successor entity, and (ii) unless vesting is accelerated in accordance with the terms of the applicable award agreement, unvested equity awards are cancelled upon consummation of the Change in Control without payment of consideration), and (C) an involuntary termination (i.e., a termination without Cause or resignation for Good Reason) immediately following a Change in Control of the Company, assuming for each of (A), (B) and (C) that the applicable triggering event(s) occurred on May 31, 2026, and that the above-mentioned agreements were in effect on that date. Generally, however, on any termination, the applicable NEO would have received accrued and unpaid salary and other benefits until the date of termination. In addition. Further, the table below assumes that (i) each of the NEOs executes a release of claims, to the extent required, and (ii) complies with all applicable restrictive covenants.
Potential Payments upon Termination or Change in Control
| Name | Benefit(13) | (A) Involuntary Termination not in Connection with a Change in Control ($) | (B) Change in Control ($) | (C) Involuntary Termination Immediately Following a Change in Control ($) | | Wes Cummins | Cash Severance | 2,187,500(1) | - | 4,375,000(2) | | | Equity Acceleration | 137,112,000(3) | 165,480,000(4)(6) | 236,400,000(5)(11) | | | Continuation of Benefits | 85,030(8) | - | 85,030(10) | | | Total | 139,384,530 | 165,480,000 | 240,860,030 | | Jason Zhang | Cash Severance | 1,050,000(1) | | 1,400,000(2) | | | Equity Acceleration | 55,554,000(3) | 123,445,125(6)(7) | 170,725,125(5)(11) | | | Continuation of Benefits | 42,515(8) | - | 70,858(10) | | | Total | 56,646,515 | 123,445,125 | 172,195,983 | | Saidal Mohmand | Cash Severance | 918,750(1) | - | 1,443,750(2) | | | Equity Acceleration | 29,077,200(3) | 81,518,787(6)(9) | 87,428,787(5)(11) | | | Continuation of Benefits | - | - | - | | | Total | 29,995,950 | 81,518,787 | 88,872,537 | | Laura Laltrello | Cash Severance | - | - | - | | | Equity Acceleration | - | 28,368,000(6)(12) | 37,824,000(5) | | | Continuation of Benefits | - | - | - | | | Total | - | 28,368,000 | 37,824,000 |
Potential Payments upon Termination or Change in Control
| (1) The dollar amounts represent the estimated maximum amount of cash severance payable by the Company to Messrs. Cummins, Zhang and Mohmand pursuant to each of their employment agreements. The dollar amounts include (i) for Mr. Cummins, $1,312,500 for continued payment of 18 months’ base salary, plus a bonus of $875,000, (ii) for Mr. Zhang, $525,000 for continued payment of 9 months’ base salary, plus a bonus of $525,000 and (iii) for Mr. Mohmand, $525,000 for continued payment of 12 months’ base salary, plus a bonus of $393,750. Each bonus is calculated based on the executive’s annual target bonus for Fiscal Year 2026. In each case, salary continuation payments would be paid in equal installments during the severance period, and the bonus would be payable in a cash lump sum within ten days following the later of (i) the date of termination and (ii) the effectiveness of a release of claims. For more information, see “Compensation Discussion and Analysis–Offer Letters and Employment Agreements with Our Named Executive Officers”. |
Potential Payments upon Termination or Change in Control
| (2) The dollar amounts represent the estimated maximum amount of cash severance payable by the Company to Messrs. Cummins, Zhang and Mohmand pursuant to each of their employment agreements. The dollar amounts include (i) for Mr. Cummins, $2,187,500 for continued payment of 30 months’ base salary, plus a bonus of $2,187,500, (ii) for Mr. Zhang, $875,000 for continued payment of 15 months’ base salary, plus a bonus of $525,000, and (iii) for Mr. Mohmand, $1,050,000 for continued payment of 24 months’ base salary, plus a bonus of $393,750. For more information on Fiscal Year 2026 annual bonuses, see “Compensation Discussion and Analysis”. Salary continuation payments would be paid (i) for Mr. Mohmand, in equal installments during the severance period, and (ii) for Messrs. Cummins and Zhang, in a cash lump sum within ten days following the later of (x) the date of termination and (y) the effectiveness of a release of claims. Bonuses would be payable in a cash lump sum within ten days following the later of (i) the date of termination and (ii) the effectiveness of a release of claims. For more information, see “Compensation Discussion and Analysis–Offer Letters and Employment Agreements with Our Named Executive Officers.” | | (3) Subject to the terms and conditions of the applicable PSUs, some or all of the unvested PSUs may remain outstanding and eligible to vest in the event performance vesting conditions are achieved following termination of employment. The values shown in the table above assume that no portion of the performance vesting conditions are achieved following termination of employment. | | (4) Reflects the value of 100% accelerated vesting of PSUs on a change in control, as set forth in the award agreements evidencing PSUs granted to Mr. Cummins on October 10, 2024, November 15, 2024, and March 27, 2025. | | (5) Reflects the value of accelerated vesting of RSUs and PSUs granted under the Plans based upon the closing price of our common stock of $47.28 on May 29, 2026, the last trading day of Fiscal Year 2026. | | (6) As of May 29, 2026, (i) Mr. Cummins held 1,600,000 unvested PSUs and 300,000 unvested RSUs under the 2022 Incentive Plan, and 6,100,000 unvested PSUs and 1,500,000 unvested RSUs under the 2024 Incentive Plan, (ii) Mr. Zhang held 2,100,000 unvested PSUs and 1,000,000 unvested RSUs under the 2024 Incentive Plan, (iii) Mr. Mohmand held 490,000 unvested PSUs and 245,000 unvested RSUs under the 2022 Incentive Plan, and 995,000 unvested PSUs and 250,000 unvested RSUs under the 2024 Incentive Plan, and (iv) Ms. Laltrello held 600,000 unvested PSUs under the 2024 Incentive Plan and 400,000 unvested RSUs granted outside of the Plans. Of those unvested RSUs and PSUs, the dollar amount in the table reflects the accelerated vesting of 1,800,000 RSUs and 3,200,000 PSUs held by Mr. Cummins, 500,000 RSUs and 3,110,937 PSUs held by Mr. Zhang, 250,000 RSUs and 1,599,170 PSUs held by Mr. Mohmand, and 200,000 RSUs and 600,000 PSUs held by Ms. Laltrello. Based on the number of PSUs and RSUs that have vested since May 31, 2026 and as of the date of this Proxy Statement, 2,400,000 of such PSUs held by Mr. Cummins have vested, 125,000 of such RSUs and 1,275,000 of such PSUs held by Mr. Zhang have vested, 735,000 of such PSUs held by Mr. Mohmand have vested, and 100,000 of such RSUs and 600,000 of such PSUs held by Ms. Laltrello have vested, and, accordingly, vesting of such RSUs and PSUs would not accelerate upon termination of employment or in connection with a change in control. | | (7) The portion of this value attributable to the PSUs granted to Mr. Zhang on February 6, 2026 assumes that 100% of the first and third tranches of such PSUs vest upon a change in control and 88.125% of the second and fourth tranches of such PSUs vest upon a change of control based on PSU-Eligible Contracts and RFS dates as of May 29, 2026. For more information, see “Compensation Discussion and Analysis–Zhang 2026 PSUs.” | | (8) The dollar amounts represent the approximate cost to the Company of continued coverage under the Company’s group health plan at active employee rates to Messrs. Cummins and Zhang, assuming such coverage is provided for up to 18 months and 9 months, respectively. Such reimbursements are payable monthly, subject to the executive providing proof of payment. For more information, see “Compensation Discussion and Analysis–Offer Letters and Employment Agreements with Our Named Executive Officers.” | | (9) The portion of this value attributable to the PSUs granted to Mr. Mohmand on February 6, 2026 assumes that 100% of the first tranche of such PSUs vest upon a change in control and 65.11% of the second tranche of such PSUs vest upon a change of control based on Contracted NOI as of May 29, 2026. For more information, see “Compensation Discussion and Analysis–Mohmand 2026 PSUs.” | | (10) The dollar amounts represent the approximate cost to the Company of continued coverage under the Company’s group health plan at active employee rates to Messrs. Cummins and Zhang, assuming such coverage is provided for 18 months and 15 months, respectively. Such reimbursements are payable monthly, subject to the executive providing proof of payment. For more information, see “Compensation Discussion and Analysis–Offer Letters and Employment Agreements with Our Named Executive Officers.” | | (11) Includes the value reflected in column B. | | (12) Reflects the value of 100% accelerated vesting of PSUs on a change in control, as set forth in the award agreement evidencing the PSUs granted to Ms. Laltrello on March 27, 2025. | | (13) Certain equity awards include fractional shares, which have been rounded down to the nearest whole share. |
Grants of Plan-Based Awards in 2026
Grants of Plan-Based Awards in 2026 The following table presents information concerning each grant of an award made to a NEO in Fiscal Year 2026 under any plan.
Grants of Plan-Based Awards in 2026
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Award | | | Estimated Future Payouts Under Equity Incentive Plan Award | | | All Other Stock Awards: Number of Shares of Stock or | All Other Options Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards ($/sh) | Awards ($) | | Wes Cummins | 1/6/2026 | | | | 1,500,000 | 4,500,000 | | | | | 122,085,000(2) | | | 1/6/2026 | | | | | | | 1,500,000 | | | 45,390,000(3) | | | 4/9/2026 | | | | | | | 3,563,878 | | | 18,425,249(4) | | Jason Zhang | 8/8/2025 | | | | | | | 750,000 | | | 10,650,000(5) | | | 11/25/2025 | | | | | | | 170,000 | | | 4,035,800 | | | 2/6/2026 | | | | 375,000 | 1,500,000 | | | | | 52,425,000(6) | | | 2/6/2026 | | | | | | | 500,000 | | | 17,475,000(7) | | | 4/9/2026 | | | | | | | 2,851,102 | | | 14,740,197(4) | | Saidal Mohmand | 2/6/2026 | | | | 375,000 | 750,000 | | | | | 26,212,500(8) | | | 2/6/2026 | | | | | | | 250,000 | | | 8,737,500(9) | | | 4/9/2026 | | | | | | | 712,776 | | | 3,685,052(4) | | Laura Laltrello(9) | 4/9/2026 | | | | - | - | | 356,388 | | | 1,842,526(4) |
Grants of Plan-Based Awards in 2026
| (1) The vesting schedule applicable to each outstanding award is set forth in “Outstanding Equity Awards at May 31, 2026” below. | | (2) The average grant date fair value of PSUs granted on January 6, 2026 that vest in three equal tranches, with each tranche subject to achievement of an average closing stock price hurdle (equal to $50, $75 and $100, respectively), as measured over a 90 consecutive calendar day period, as described in our Current Report on Form 8-K/A filed with the SEC on January 8, 2026. The tranches were fair valued at $28.44, $27.08, and $25.87 per share, respectively. | | (3) The average grant date fair value of RSUs granted on January 6, 2026 that vest as follows: 300,000 RSUs on January 6, 2027, with the remainder vesting in equal installments of 150,000 RSUs every six months thereafter such that the RSUs will be fully vested January 6, 2031. | | (4) MIP Unit awards made under Management LLC Plan of APLD ChronoScale Management LLC (“Management LLC”), a wholly-owned subsidiary of the Company, which were fully vested upon receipt, and were fair valued at $5.17 per MIP Unit. | | (5) The average grant date fair value of RSUs granted on August 8, 2025 that vest as follows: 125,000 RSUs on September 12, 2026, 125,000 RSUs on March 12, 2027, 125,000 RSUs on September 12, 2027 and 125,000 RSUs on March 12, 2028. | | (6) The average grant date fair value of PSUs granted on February 6, 2026 that may be earned during fiscal years 2026, 2027, and 2028 if certain performance criteria are met, as described in our Current Reports on Form 8-K, as filed with the SEC on February 9, 2026. The tranches were fair valued at $34.95, $34.95, and $34.95 per share, respectively. | | (7) The average grant date fair value of RSUs granted on February 6, 2026 that vest as follows: 100,000 RSUs on February 6, 2027, with the remainder vesting in equal installments of 50,000 RSUs every six months thereafter such that the RSUs will be fully vested on February 6, 2031. | | (8) The average grant date fair value of PSUs granted on February 6, 2026 that may be earned during fiscal years 2026, 2027, and 2028 if certain performance criteria are met, as described in our Current Reports on Form 8-K, as filed with the SEC on February 9, 2026. The tranches were fair valued at $34.95, $34.95, and $34.95 per share, respectively. | | (9) The average grant date fair value of RSUs granted on February 6, 2026 that vest as follows: 50,000 RSUs on February 6, 2027, with the remainder vesting in equal installments of 25,000 RSUs every six months thereafter such that the RSUs will be fully vested on February 6, 2031. |
Outstanding Equity Awards at May 31, 2026
Outstanding Equity Awards at May 31, 2026 The following table summarizes, for each of the Named Executive Officers, the number of shares of common stock underlying outstanding stock awards held as of May 31, 2026.
Outstanding Equity Awards at May 31, 2026
| Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (12) | | Wes Cummins | 10-Oct-24 | 300,000(1) | 14,184,000 | | | 15-Nov-24 | 1,600,000(2) | 75,648,000 | | | 27-Mar-25 | 1,600,000(2) | 75,648,000 | | | 6-Jan-26 | 4,500,000(3) | 212,760,000 | | | 6-Jan-26 | 1,500,000(4) | 70,920,000 | | Jason Zhang | 27-Mar-25 | 600,000(5) | 28,368,000 | | | 8-Aug-25 | 500,000(6) | 23,640,000 | | | 6-Feb-26 | 1,500,000(7) | 70,920,000 | | | 6-Feb-26 | 500,000(8) | 23,640,000 | | Saidal Mohmand | 17-Oct-24 | 245,000(9) | 11,583,600 | | | 15-Nov-24 | 490,000(2) | 23,167,200 | | | 27-Mar-25 | 245,000(2) | 11,583,600 | | | 6-Feb-26 | 750,000(7) | 35,460,000 | | | 6-Feb-26 | 250,000(10) | 11,820,000 | | Laura Laltrello | 6-Jan-25 | 400,000(11) | 18,912,000 | | | 27-Mar-25 | 600,000(2) | 28,368,000 |
Outstanding Equity Awards at May 31, 2026
| (1) Comprised of RSUs that vest as follows: 100,000 RSUs on October 10, 2026, 100,000 RSUs on April 10, 2027, and 100,000 RSUs on October 10, 2027. | | (2) Comprised of PSUs that may be earned during fiscal years 2026, 2027, and 2028 if certain performance criteria are met, as described in our Current Reports on Form 8-K/A filed with the SEC on January 8, 2025, and April 17, 2025. | | (3) Comprised of PSUs granted on January 6, 2026 and vest in three equal tranches, with each tranche subject to achievement of an average closing stock price hurdle (equal to $50, $75 and $100, respectively), as measured over a 90 consecutive calendar day period, as described in our Current Report on Form 8-K/A filed with the SEC on January 8, 2026. | | (4) Comprised of RSUs that vest as follows: 300,000 RSUs on January 6, 2027, with the remainder vesting in equal installments of 150,000 RSUs every six months thereafter such that the RSUs will be fully vested January 6, 2031. | | (5) Comprised of PSUs that may be earned during fiscal years 2026, 2027, and 2028 if certain performance criteria are met. | | (6) Comprised of RSUs that vest as follows: 125,000 RSUs on September 12, 2026, 125,000 RSUs on March 12, 2027, 125,000 RSUs on September 12, 2027 and 125,000 RSUs on March 12, 2028. | | (7) Comprised of PSUs that may be earned during fiscal years 2026, 2027, and 2028 if certain performance criteria are met, as described in our Current Reports on Form 8-K, as filed with the SEC on February 9, 2026. | | (8) Comprised of RSUs that vest as follows:100,000 RSUs on February 6, 2027, with the remainder vesting in equal installments of 50,000 RSUs every six months thereafter such that the RSUs will be fully vested on February 6, 2031. | | (9) Comprised of RSUs that vest as follows: 81,666 RSUs on October 4, 2026, 81,667 RSUs on April 4, 2027, and 81,667 RSUs on October 4, 2027. | | (10) Comprised of RSUs that vest as follows:50,000 RSUs on February 6, 2027, with the remainder vesting in equal installments of 25,000 RSUs every six months thereafter such that the RSUs will be fully vested on February 6, 2031. | | (11) Comprised of RSUs that vest as follows: 100,000 RSUs on July 6, 2026, 100,000 RSUs on January 6, 2027, 100,000 RSUs on July 6, 2027, and 100,000 RSUs on January 6, 2028. | | (12) The values set forth in this column have been calculated using the fair value at fiscal year end of outstanding and unvested RSUs and PSUs granted in the applicable fiscal year, as required by Regulation S-K promulgated under the Securities Act, rather than the grant date fair value of such awards. |
2026 Option Exercises and Stock Vested
2026 Option Exercises and Stock Vested
2026 Option Exercises and Stock Vested
| Name | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Wes Cummins | - | - | 83,334 | 1,240,843 | | | | | 100,000 | 2,653,000 | | | | | 200,000 | 6,798,000 | | | | | 100,000 | 2,456,000 | | | | | 100,000 | 2,626,000 | | Jason Zhang | - | - | 170,000 | 4,239,800 | | | | | 250,000 | 6,870,000 | | Saidal Mohmand | - | - | 20,834 | 310,218 | | | | | 20,834 | 310,218 | | | | | 12,500 | 331,625 | | | | | 81,667 | 2,166,626 | | | | | 81,667 | 2,005,742 | | | | | 12,500 | 307,000 | | Laura Laltrello | - | - | 200,000 | 6,054,000 |
2026 Option Exercises and Stock Vested
| (1) Reflects the product of the number of shares of stock vested multiplied by the market price of our common stock on the vesting date. |
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure We are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Wes Cummins, our CEO, for Fiscal Year 2026. Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining earnings for all individuals, excluding our CEO, who were employed by us on May 31, 2026. We had approximately 268 employees on that date. We included all employees in the foregoing count, whether employed on a full-time or part-time basis. For those full and part-time employees with less than one year of service, we annualized earnings for comparison purposes. After identifying the median employee based on earnings, we calculated annual total compensation of the median employee, as required pursuant to the SEC executive compensation disclosure rules. The pay ratio is 828:1 for fiscal year 2026. The calculation is based on median annual total compensation of all employees, other than our CEO, of $228,491.49 and our current CEO’s annual total compensation of $189,217,520 as disclosed in our Summary Compensation Table on page 43.
PAY Versus Performance
PAY Versus Performance
Pay Versus Performance Table
Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and to our non-PEO Named Executive Officers (“Non-PEO NEOs”) and certain financial performance of the Company. The data included in the CAP columns does not reflect the actual amount of compensation earned or paid to our executive officers during the applicable fiscal year and it is reported solely pursuant to the requirements of Item 402(v). The CAP amount also does not represent amounts that have actually been earned or realized, including with respect to certain equity awards, for which performance conditions for these equity awards have not yet been satisfied. To this end, information in the following table may not reflect whether compensation actually realized is aligned with performance. The Compensation Committee did not consider the pay versus performance disclosure in making its pay decisions for any of the years shown. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis above.
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compen-sation Table Total for PEO (1) | Compen-sation Actually Paid to PEO (2) | Average Summary Compen-sation Table Total for Non-PEO NEOs (1) | Average Compen-sation Actually Paid to Non-PEO NEOs (3) | Total Share-holder Return (4) | Peer group total Share-holder Return (4) | Net Income (Loss) (thousands) (5) | Adjusted EBITDA (thousands) | | 2026 | $189,217,520 | $458,787,192 | $47,716,821 | $90,328,659 | $979 | $461 | $(250,263) | $107,229 | | 2025 | $27,708,092 | $29,648,593 | $9,866,986 | $9,028,329 | $141 | $128 | $(233,680) | $19,628 | | 2024 | $1,237,002 | $(2,864,834) | $1,385,106 | $98,090 | $88 | $126 | $(149,274) | $21,922 | | 2023 | $5,954,578 | $19,471,246 | $1,928,843 | $5,883,078 | $173 | $82 | $(44,646) | $1,175 |
Pay Versus Performance Table
| (1) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Wes Cummins and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s Non-PEO NEOs. |
Pay Versus Performance Table
| (2) Amounts reported in this column represent the CAP to Wes Cummins as the Company’s PEO in the indicated fiscal years, as calculated per the SEC disclosure rules based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
Pay Versus Performance Table
| PEO | 2023 | 2024 | 2025 | 2026 | | Summary Compensation Table - Total Compensation (a) | $5,954,578 | $1,237,002 | $27,708,092 | $189,217,520 | | Minus | | | | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year (b) | $5,455,000 | $- | $25,462,000 | $185,900,249 | | Plus | | | | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year (c) | $20,227,503 | $- | $25,954,000 | $283,680,000 | | Plus | | | | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years (d) | $- | $(2,691,000) | $736,668 | $141,575,000 | | Plus | | | | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year (e) | $274,166 | $- | $- | $18,425,249 | | Plus | | | | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | $(1,530,000) | $(1,410,836) | $711,832 | $11,789,672 | | Minus | | | | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | $- | $- | $- | $- | | Compensation Actually Paid | $19,471,246 | $(2,864,834) | $29,648,593 | $458,787,192 |
Pay Versus Performance Table
| (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. | | (b) Represents the aggregate grant date fair value of the stock awards and option awards granted to Wes Cummins during the indicated fiscal year, computed in accordance with FASB ASC 718. Amounts shown are the amounts reported in the Summary Compensation Table. | | (c) Represents the aggregate fair value as of the indicated fiscal year-end of Wes Cummins outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. | | (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by Wes Cummins as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718. | | (e) Represents the aggregate fair value at vesting of the stock and option awards that were granted to Wes Cummins and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. | | (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by Wes Cummins that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. | | (g) Represents the aggregate fair value as of the last day of the prior fiscal year of Wes Cummins’s stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance Table
| (3) Amounts reported in this column represent the average CAP to the Company’s Non-PEO NEOs in the indicated fiscal years, as calculated per the SEC disclosure rules based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
Pay Versus Performance Table
| NEO Average | 2023 | 2024 | 2025 | 2026 | | Summary Compensation Table - Total Compensation (a) | $1,928,843 | $1,385,106 | $9,866,982 | $47,716,821 | | Minus | | | | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year (b) | $1,299,790 | $514,000 | $9,233,350 | $46,601,192 | | Plus | | | | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year (c) | $5,440,483 | $423,000 | $8,002,486 | $33,096,000 | | Plus | | | | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years (d) | $- | $(798,674) | 86,668 | $42,877,000 | | Plus | | | | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year (e) | $68,541 | $- | $200,898 | 10,391,192 | | Plus | | | | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | $(254,999) | $(397,341) | $104,645 | $2,848,838 | | Minus | | | | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | - | - | - | - | | Compensation Actually Paid | $5,883,078 | $98,090 | $9,028,329 | $90,328,659 |
Pay Versus Performance Table
| (a) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported Non-PEO NEOs in the indicated fiscal year. | | (b) Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported Non-PEO NEOs during the indicated fiscal year computed in accordance with FASB ASC 718. Amounts shown are the amounts reported in the Summary Compensation Table. | | (c) Represents the average aggregate fair value as of the indicated fiscal year-end of the Non-PEO NEOs outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. | | (d) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the Non-PEO NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718. | | (e) Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the Non-PEO NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. | | (f) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the Non-PEO NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. | | (g) Represents the average aggregate fair value as of the last day of the prior fiscal year of the Non-PEO NEOs stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year computed in accordance with FASB ASC 718. |
Pay Versus Performance Table
| (4) Cumulative total stockholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in fiscal 2026, 2025, 2024 or 2023. | | (5) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year. |
Pay Versus Performance Relationships Descriptions
Pay Versus Performance Relationships Descriptions In accordance with Item 402(v) of Regulation S-K, the graphs below compare the CAP to our PEO and the average of the CAP to our Non-PEO NEOs, with (i) our TSR, (ii) our peer group TSR (iii) our net income and (iv) our adjusted EBITDA, in each case, for the fiscal years ended May 31, 2026, May 31, 2025, May 31, 2024 and May 31, 2023. TSR amounts reported in the graph assume an initial fixed investment of $100. A portion of our NEO’s compensation consists of equity awards. As a result, the change between the values disclosed in our Summary Compensation Table and CAP tends to be directionally aligned with changes in our TSR. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing the Company makes under the Securities Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following table sets forth information concerning the compensation paid to our directors who served on our Board during fiscal year ended May 31, 2026, except for Wes Cummins, whose compensation is set forth in the Summary Compensation Table above:
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Ella Benson | $52,000 | $240,002(2) | $- | $292,002 | | Charles Hastings | $56,000 | $240,002(3) | $- | $296,002 | | Rachel Lee | $53,500 | $240,002(4) | $- | $293,502 | | Douglas Miller | $92,500 | $240,002(5) | $- | $332,502 | | Richard Nottenburg | $71,000 | $240,002(6) | $- | $311,002 |
Director Compensation Table
| (1) Amounts shown represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, of awards of restricted stock and RSUs granted during fiscal year ended May 31, 2026. | | (2) Ms. Benson held unvested RSAs for 20,325 shares of common stock and 7,747 unvested RSUs as of May 31, 2026. | | (3) Mr. Hastings held 7,747 unvested RSUs as of May 31, 2026. | | (4) Ms. Lee held unvested RSAs for 15,397 shares of common stock and 7,747 unvested RSUs as of May 31, 2026. | | (5) Mr. Miller held 7,747 unvested RSUs as of May 31, 2026. | | (6) Dr. Nottenburg held 7,747 unvested RSUs as of May 31, 2026. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy The following table shows the annual cash retainer fees for non-employee directors:
Non-Employee Director Compensation Policy
| Base retainer | $40,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chair | $15,000 | | Compensation Committee Member | $7,500 | | Nominating and Corporate Governance Committee Chair | $12,000 | | Nominating and Corporate Governance Committee Member | $6,000 | | Lead Independent Director | $25,000 |
Non-Employee Director Compensation Policy
Non-employee directors serving in multiple leadership roles receive incremental compensation for each role. Directors are not expected to receive additional compensation for attending regularly scheduled Board or committee meetings. For less than full years of service, the compensation paid to the non-employee directors will be prorated based on the number of days of service. Directors also receive customary reimbursement for reasonable out-of-pocket expenses related to Board service. In addition to the annual cash retainer fees, directors also receive an annual grant of RSUs valued at $240,000, calculated using the closing price of the common stock on the Nasdaq Global Select Market on the date of grant, which is the date of each annual meeting of stockholders, and vesting on the first anniversary of the date of grant. On November 9, 2025, each non-employee director received a grant of RSUs for 7,747 shares of common stock that will vest on November 5, 2026, in order to compensate such elected or re-elected director (at the Annual Meeting of the Company’s stockholders held on November 5, 2025) for service on the Company’s Board for the subsequent 12 months. Directors who are employees of the Company do not receive any additional compensation for Board service.