o | Preliminary Proxy Statement | ||||
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||
Definitive Proxy Statement | |||||
Definitive Additional Materials | |||||
Soliciting Material Pursuant to §240.14a-12 |
TERAWULF INC. | ||
(Name of Registrant as Specified | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
x | No fee required | ||||
Fee paid previously with preliminary materials | |||||
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
May 4, 2023
You
materials.
4. Restated Certificate of Incorporation of the Company to increase the maximum number of authorized shares of common stock, with the par value of $0.001 per share, from 400,000,000 to 600,000,000 (the “Charter Amendment”); and
We will furnish proxy materials to our stockholders via the Internet in order to expedite stockholders’ receipt
March 20, 2024 | By order of the Board of Directors | ||||||
Paul Prager | |||||||
April 16, 2024
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
. If, at the close of business on the Record Date, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that nominee. The nominee holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in yourAnnual Meeting unless you obtain a legal proxy from your broker, bank or other nominee. We therefore urge you to vote in advance of the Annual Meeting using the voting instructions provided by your broker, bank or other nominee.
•FOR the election of each |
Why did I receive a one-page notice in the mail regarding the Internet Availability of Proxy Materials instead of a full printed set?
In accordance with the rules of the Securities and Exchange Commission (the “SEC”),director nominees named in this proxy statement;
Where can I view the proxy materials on the Internet?
The Notice provides you with instructions on how to:
You can view the proxy materialsCompany’s independent registered public accounting firm for the Annual Meeting online at www.investors.terawulf.comfiscal year ending December 31, 2024; and at www.proxydocs.com/WULF.
What matters are considered “routine” and “non-routine”?
May I vote confidentially?
Name | Age | Position | |||||||||||||
Paul | 65 | Co-Founder, Chairman of the Board of Directors and Chief Executive Officer | |||||||||||||
Nazar | 47 | Co-Founder, Chief Operating Officer, Chief Technology Officer and Executive Director | |||||||||||||
Kerri | 48 | Chief Strategy Officer and Executive Director | |||||||||||||
Michael | 37 | Director | |||||||||||||
Walter Carter | 64 | Director | |||||||||||||
Amanda Fabiano | 37 | Director | |||||||||||||
Christopher Jarvis | 61 | Director | |||||||||||||
52 | Director | ||||||||||||||
65 | Director | ||||||||||||||
67 | Director | ||||||||||||||
international shipping.
Officer, Mr. Khan is responsible for TeraWulf’s technology resources and identifies the technologies to improve the efficiency of TeraWulf’s bitcoin mining business. From January 2002 to February 2021, Mr. Khan served as the Executive Vice President of Beowulf, where he led the firm’s acquisition and development efforts. Prior to Beowulf, Mr. Khan worked at Evercore Partners Inc. in both investment banking and private equity. Mr. Khan received a B.S. and a
Jason New has been a member of the Board of Directors since November 2021. Mr. New is Co-Founder and Managing Partner of NovaWulf, an institutionally focused digital asset infrastructure firm, where he oversees
the firm’s portfolio construction, research, legal and regulatory review, deal origination and execution. Prior to founding NovaWulf, from April 2020 to December 2021, Mr. New was the head of Onex Credit Partners (“Onex”), a leading asset manager with more than $23 billion of assets under management. Mr. New has over 26 years of investment experience, and prior to joining Onex, Mr. New spent 14 years at Blackstone, a leading global asset manager, where he was a Senior Managing Director and Co-Head of Distressed and Special Situation Investing for GSO Capital Partners (“GSO”), one of the world’s largest credit-oriented asset managers. Mr. New was an original partner of GSO and a member of the GSO Management and Investment Committees. Prior to joining GSO in 2005, Mr. New was a senior member of the Distressed Finance Group at Credit Suisse and Donaldson, Lufkin and Jenrette. Mr. New is currently on the board of The Eastman Kodak Company (NYSE: KODK). Mr. New began his career at Sidley Austin. Mr. New holds a B.A., magna cum laude, in Economics from Allegheny College and a J.D. from Duke University School of Law. Mr. New brings to the Board of Directors a wealth of experience in complex financial structuring and optimization in a public company setting.
Steven Pincus
has been a member of the Board of Directors since November 2021. Mr. PincusDiversity Matrix (As of May 2, 2023) | |||||||
Total Number of Directors | 9 | ||||||
Female | Male | Non-Binary | Did Not Disclose | ||||
Part I: Gender Identity | |||||||
Directors | 3 | 6 | 0 | 0 | |||
Part II: Demographic Background | |||||||
African American or Black | 0 | 0 | 0 | 0 | |||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | |||
Asian | 0 | 1 | 0 | 0 | |||
Hispanic or Latinx | 0 | 0 | 0 | 0 | |||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | |||
White | 3 | 5 | 0 | 0 | |||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | |||
LGBTQ+ | 0 | 0 | 0 | 0 | |||
Did Not Disclose Demographic Background | 0 | 0 | 0 | 0 | |||
Directors who are Military Veterans: 2 |
Diversity Matrix | |||||||||||||||||||||||
Total Number of Directors | 10 | ||||||||||||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | ||||||||||||||||||||
Part I: Gender Identity | |||||||||||||||||||||||
Directors | 4 | 6 | 0 | 0 | |||||||||||||||||||
Part II: Demographic Background | |||||||||||||||||||||||
African American or Black | 0 | 0 | 0 | 0 | |||||||||||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | |||||||||||||||||||
Asian | 0 | 1 | 0 | 0 | |||||||||||||||||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | |||||||||||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | |||||||||||||||||||
White | 4 | 5 | 0 | 0 | |||||||||||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | |||||||||||||||||||
LGBTQ+ | 0 | 0 | 0 | 0 | |||||||||||||||||||
Did Not Disclose Demographic Background | 0 | 0 | 0 | 0 | |||||||||||||||||||
Directors who are Military Veterans: 2 |
Controlled Company Status
On December 12, 2022, after giving effect to the issuance of the shares of Common Stock as part of a registered direct offering, Paul Prager, founder and Chief Executive Officer of the Company, no longer controlled a majority of the Company’s outstanding shares, and certain proxies granted in favor of Stammtisch Investments LLC (“Stammtisch”), an entity owned and controlled by Mr. Prager, terminated in accordance with their terms. As a result, the Company is no longer considered a “controlled company” within the meaning of The Nasdaq Stock Market LLC’s (the “Nasdaq”) corporate governance requirements.
Under these Nasdaq corporate governance requirements, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that (i) a majority of the members of the board of directors are independent directors, (ii) compensation of executive officers be determined or recommended to the board of directors by a majority of independent directors or by a compensation committee composed entirely of independent directors and (iii) director nominees be selected or recommended for selection by a majority of independent directors or by a corporate governance and nominating committee composed entirely of independent directors. The Company is currently in compliance with the applicable Nasdaq corporate governance requirements during the permitted phase-in periods, and expects to be fully in compliance by the requisite deadlines.
incorporation and the bylaws, which permit the same person to hold both offices. In addition, Steven Pincus is currently serving as our lead independent director.
Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Strategic Review Committee | Sustainability Committee | |||||||||||||||||||||||||||||||
Paul Prager+ | ✓ | |||||||||||||||||||||||||||||||||||
Nazar Khan | C | |||||||||||||||||||||||||||||||||||
Kerri Langlais | C | |||||||||||||||||||||||||||||||||||
✓ | ✓ | |||||||||||||||||||||||||||||||||||
Walter Carter | C | ✓ | ||||||||||||||||||||||||||||||||||
Amanda Fabiano | ✓ | |||||||||||||||||||||||||||||||||||
Christopher Jarvis | ✓ | |||||||||||||||||||||||||||||||||||
✓ | ✓ | C | ||||||||||||||||||||||||||||||||||
Steven Pincus | ✓ | C | ||||||||||||||||||||||||||||||||||
Lisa Prager | ✓ |
+ = ChairChairman of the Board of Directors
In 2022,
attendance, respectively.
The principal duties and responsibilities of our Audit Committee are as follows:
Finance Committee
responsibility of properlyCorporate Governance Committee is responsible for selecting and/or approving director nominees withoutand recommending their approval to the formation of a standing corporate governance and nominating committee. As there is no standing corporate governance and nominating committee, the Company does not have a corporate governance and nominating committee charter in place.
The Board of DirectorsDirectors. The Nominating and Corporate Governance Committee considers director candidates recommended for nomination by the Company’s stockholders during such times as they are seeking proposed director nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). A stockholder of the Company that wishes to nominate a director for election to the Board of Directors should follow the procedures set forth in the bylaws.
Board of Directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgement using its diversity and experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contribution to activities of the Board.
the intended recipient(s), c/o the Office of the General Counsel, TeraWulf Inc., 9 Federal Street, Easton, MD 21601. Interested parties may communicate anonymously and/or confidentially if they desire. All communications received that relate to accounting, internal accounting controls or auditing matters will be referred to the chair of the Audit Committee unless the communication is otherwise addressed. All other communications received will be forwarded to the appropriate director or directors.
Name | Age | Position | |||||||||||||
Paul | 65 | Chief Executive Officer and | |||||||||||||
Kenneth Deane | 54 | Chief Accounting Officer and Treasurer | |||||||||||||
Patrick Fleury | 46 | Chief Financial Officer | |||||||||||||
Nazar Khan | 47 | Chief Operating Officer, Chief Technology Officer and Director | |||||||||||||
Kerri Langlais | 47 | Chief Strategy Officer and Director |
2023:
Name and Principal Position (1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||
Paul B. Prager, Chief Executive Officer | 2022 | 740,588 | — | — | 17,355 | 757,943 | ||||||
and Chair of the Board of Directors | 2021 | 612,248 | — | — | 12,980 | 625,228 | ||||||
Patrick A. Fleury, Chief Financial Officer | 2022 | 215,803 | — | 3,300,000 | 251 | 3,516,054 | ||||||
Kenneth J. Deane, Chief Accounting Officer and Treasurer | 2022 | 325,634 | — | 990,000 | 17,244 | 1,332,878 |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||||||||||||||||||||||||
Paul Prager, Chief Executive Officer and Chairman of the Board of Directors | 2023 | 950,545 | 1,425,000 | — | 18,633 | 2,394,178 | ||||||||||||||||||||||||||||||||
2022 | 959,818 | 1,425,000 | — | 17,355 | 2,402,173 | |||||||||||||||||||||||||||||||||
2021 | 612,248 | — | — | 12,980 | 625,228 | |||||||||||||||||||||||||||||||||
Patrick Fleury, Chief Financial Officer | 2023 | 390,907 | 400,000 | 724,880 | 377 | 1,516,164 | ||||||||||||||||||||||||||||||||
2022 | 215,803 | 175,000 | 3,300,000 | 251 | 3,691,054 | |||||||||||||||||||||||||||||||||
Kerri Langlais, Chief Strategy Officer and Director | 2023 | 401,055 | 400,000 | 724,880 | 17,630 | 1,543,565 | ||||||||||||||||||||||||||||||||
2022 | 400,591 | 200,000 | — | 17,244 | 617,835 | |||||||||||||||||||||||||||||||||
2021 | 261,789 | — | — | 12,222 | 274,011 |
Narrative to Summary Compensation Table
Kerri Langlais
As
2021 Plan.
Directors.
TheIn 2023, the Company did not make any grants of stock-based awardsgranted 800,000 RSUs and 1,200,000 PSUs to Messrs. Prager orMr. Fleury and 800,000 RSUs and 1,200,000 PSUs to Ms. Langlais, in each case, under the 2021 PlanPlan. The RSUs are subject to service-based vesting conditions and will vest in fiscal 2022.
As noted above, the Inducement Award was granted as an “employment inducement grant” within the meaning of Rule 5635(c)(4)two equal installments on each of the first two six-month anniversaries of the grant date. The PSUs are subject to performance-based vesting conditions measured over a three-year performance period and will vest based on the Company’s achievement of stock price hurdles as follows: (i) one-third of the PSUs are earned on the Company’s achievement of a stock price hurdle equal to $1.50 per share or greater; (i) one-third of the PSUs are earned on the Company’s achievement of a stock price hurdle equal to $2.50 per share or greater; and (iii) one-third of the PSUs are earned on the Company’s achievement of a stock price hurdle equal to $3.50 per share or greater, in each case, subject to the named executive officer’s continued service through the applicable determination date. The stock price hurdle represents the average closing price of the Company’s common stock on Nasdaq Listing Rules and was thereforeduring the 45 trading days immediately preceding the applicable determination date. All of the PSUs will be forfeited if the performance targets are not awarded underachieved within three years of the 2021 Plan.
grant date.
Stock Awards | ||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | ||||||
Paul B. Prager(1) | — | — | ||||||
Patrick A. Fleury | 1,000,000 | (2) | 665,600 | (3) | ||||
Kenneth J. Deane | 300,000 | (4) | 199,680 | (3) |
Stock Awards | ||||||||||||||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||
Paul Prager(1) | — | — | — | — | ||||||||||||||||||||||
Patrick Fleury | 750,000 | (2) | 1,800,000 | (3) | — | — | ||||||||||||||||||||
400,000 | (4) | 960,000 | (3) | — | — | |||||||||||||||||||||
— | — | 400,000 | (5) | 960,000 | (3) | |||||||||||||||||||||
Kerri Langlais | 400,000 | (4) | 960,000 | (3) | — | — | ||||||||||||||||||||
— | — | 400,000 | (5) | 960,000 | (3) | |||||||||||||||||||||
2023.
Kerri Langlais
20 (i) a lump-sum cash payment payable on the 60th calendar day following the termination date in an aggregate amount equal to the annual base salary that would have been paid to the named executive officer during the 12-month (for Mr. Prager only, 18-month) period (the “severance period”) following the termination date; (ii) continued coverage during the severance period (or until such named executive officer becomes eligible for comparable coverage under the medical health plans of a successor employer, if earlier) for such named executive officer and any eligible dependents under all of the Company’s health and welfare plans in which such named executive officer and any such dependents participated immediately prior to the termination date, subject to any active-employee cost-sharing or similar provisions in effect for such named executive officer thereunder as of immediately prior to the termination date; provided, however, that such coverage will not be provided in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010, as amended, and, in lieu of providing the coverage described above, the Company will instead pay such named executive officer a fully taxable monthly cash payment in an amount such that, after payment by such named executive officer of all taxes on such payment, such named executive officer retains an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the severance period; (iii) a prorated portion of the annual bonus payable with respect to the fiscal year in which such termination occurs determined on a daily basis, based on target level of achievement of the applicable performance goals for such year, payable on the 60th calendar day following the termination date; (iv) any previously earned annual bonus payable to such named executive officer for any fiscal year completed on or before the termination date that has not been paid to such named executive officer as of the termination date, payable on the 60th calendar day following the termination date; and (v) all outstanding equity awards then-held by such named executive officer (excluding the Inducement Award) will be treated in accordance with the terms of the applicable equity plan and award agreements; provided,however, that, with respect to awards that vest (x) solely based on |
continued service with the Company, such named executive officer will vest in any tranche scheduled to vest in accordance with the applicable award agreement during the severance period and (y) based on the achievement of performance criteria, based on the actual achievement of such performance criteria that occurs during the severance period.
Year | Summary Compensation Table Total for PEO 1 (Paul B. Prager) | CAP to PEO 1 (Paul B. Prager) | Summary Compensation Table Total for PEO 2 (Glenn Sandgren)[1] | CAP to PEO 2 (Glenn Sandgren) | Average Summary Compensation Table Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Loss | ||||||||
(1) | (2) | (1) | (2) | (3) | (4) | (5) | (6) | |||||||||
2022 | $757,943 | $757,943 | — | — | $2,424,466 | $712,106 | $6.68 | $(90,791,000) | ||||||||
2021 | $625,228 | $625,228 | $964,343 | $820,233 | $405,734 | $405,734 | $150.96 | $(95,683,000) |
Year | Summary Compensation Table Total for PEO 1 (Paul Prager) | CAP to PEO 1 (Paul Prager) | Summary Compensation Table Total for PEO 2 (Glenn Sandgren) | CAP to PEO 2 (Glenn Sandgren) | Average Summary Compensation Table Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Loss | ||||||||||||||||||||||||||||||||||||||||||
(1) | (2) | (1) | (2) | (3) | (4) | (5) | (6) | |||||||||||||||||||||||||||||||||||||||||||
2023 | $ | 2,394,178 | $ | 2,394,178 | — | — | $ | 1,529,864 | $ | 5,370,434 | $ | 24.07 | $ | (73,421,000) | ||||||||||||||||||||||||||||||||||||
2022 | $ | 2,402,173 | $ | 2,402,173 | — | — | $ | 2,424,466 | $ | 712,106 | $ | 6.68 | $ | (90,791,000) | ||||||||||||||||||||||||||||||||||||
2021 | $ | 625,228 | $ | 625,228 | $ | 964,343 | $ | 820,233 | $ | 405,734 | $ | 405,734 | $ | 150.96 | $ | (95,683,000) |
Glenn Sandgren | ||||
Fiscal Year | 2021 | |||
Total from Summary Compensation Table | $ | 964,343 | ||
(-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $ | 144,110 | ||
(+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ | N/A | ||
(+) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $ | N/A | ||
(+) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | N/A | ||
Compensation Actually Paid | $ | 820,233 |
(3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO named executive officers (“Non-PEO NEOs”) as a group in the “Total” column of the Summary Compensation Table in each applicable year. For purposes of calculating the average amounts in each applicable year, the names of each of the Non-PEO NEOs included are as follows: (a) for 2023: Patrick Fleury and Kerri Langlais; (b) for 2022: Patrick Fleury and Kenneth Deane; and (c) for 2021: Nazar Khan, Kerri Langlais, Claude Piguet and Kenneth Hegman. (4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group in the applicable year as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements |
Non-PEO NEOs | ||||||||
Fiscal Year | 2021 | 2022 | ||||||
Average Total from Summary Compensation Table | $ | 405,734 | $ | 2,424,466 | ||||
(-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $ | N/A | $ | 2,145,000 | ||||
(+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ | N/A | $ | 432,640 | ||||
(+) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $ | N/A | $ | N/A | ||||
(+) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | N/A | $ | N/A | ||||
Average Compensation Actually Paid | $ | 405,734 | $ | 712,106 |
Relationship Between Pay and Performance
The charts below illustrate the relationship between the executive “Compensation Actually Paid” and the Company’s cumulative TSR, and the executive “Compensation Actually Paid” and the Company’s net income in satisfaction of Item 402(v) of Regulation S-K.
S-K, the adjustments in the table below were made to the average total compensation for the Non-PEO NEOs as a group for 2023 to determine the compensation actually paid.
Non-PEO NEOs | ||||||||
Fiscal Year | 2023 | |||||||
Average Total from Summary Compensation Table | $ | 1,529,864 | ||||||
(-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (724,880) | |||||||
(+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,432,000 | |||||||
(+) Fair Value at Vesting Date of Option Awards and Stock Awards Granted and Vested in Fiscal Year | 2,370,000 | |||||||
(+) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 650,400 | |||||||
(+) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 113,050 | |||||||
Average Compensation Actually Paid | $ | 5,370,434 |
Directors.
Annual Cash Retainers
•Cash retainer | $60,000 | ||||
•Lead independent director (additional cash retainer) | $25,000 | ||||
•Committee chairmanship (additional cash retainers) | Audit Committee Chair: $25,000 Compensation Committee Chair: $25,000 |
RSUs that vest on the first anniversary of the date of grant | Each non-employee director will receive an annual grant of The lead independent director will receive an additional annual grant of |
2023
The RSUs vest on the first anniversary of the grant date, subject to the director’s continued service with the Company through each vesting date.
Name(1) | Fees Earned or | Stock Awards | Total ($) | |||
Walter E. Carter | $68,176 | $137,099 | $205,275 | |||
Catherine J. Motz | $48,124 | $137,099 | $185,223 | |||
Jason G. New | $48,124 | $137,099 | $185,223 | |||
Steven T. Pincus | $68,176 | $175,180 | $243,356 | |||
Lisa A. Prager | $68,176 | $137,099 | $205,275 | |||
Michael C. Bucella | $34,603 | $117,126 | $151,729 |
Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | |||||||||||||||||
Walter Carter | 85,000 | 90,001 | 175,001 | |||||||||||||||||
Catherine Motz | 60,000 | 90,001 | 150,001 | |||||||||||||||||
Jason New(1) | 60,000 | 90,001 | 150,001 | |||||||||||||||||
Steven Pincus | 105,365 | 115,002 | 220,367 | |||||||||||||||||
Lisa Prager | 64,635 | 90,001 | 154,636 | |||||||||||||||||
Michael Bucella | 60,000 | 90,001 | 150,001 |
stock, except for Mr. New who received cash for services as a director related to the third and fourth quarters of 2023.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | ||||
Equity compensation plans approved by security holders | — | — | — | ||||
Equity compensation plans not approved by security holders(1) | 2,013,832 | — | 12,646,285 | (2) | |||
Total | 2,013,832 | — | 12,646,285 |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | ||||||||||||||||||||
Equity compensation plans approved by security holders | — | — | — | ||||||||||||||||||||
Equity compensation plans not approved by security holders(1) | 6,342,141 | — | 6,334,298 | (2) | |||||||||||||||||||
Total | 6,342,141 | — | 6,334,298 |
the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The Compensation Committee and the Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals.
business, including, among others, services related to construction, technical and engineering, operations and maintenance, procurement, information technology, regulatory, health and safety, treasury, finance and accounting, human resources, legal, corporate compliance, risk management, ESG, tax compliance, external affairs, corporate communications, public affairs and corporate planning and development.development (the “E&D Services Agreement”). In addition, the administrative and infrastructure services agreementE&D Services
In addition,
2022.
On March 29,
In 2022, TeraWulf made payments to Beowulf E&D in the amount of $16.9$20.3 million pursuant to the administrative and infrastructure services agreement,E&D Services Agreement, which included passthroughpass-through expenses incurred in the normal course of business. For fiscal year 2023,2024, TeraWulf expects to pay Beowulf E&D approximately $13.0$15.0 million in fixed base fees, plus passthroughpass-through expenses incurred in the normal course of business.
Electrical Infrastructure and Equipment Sales Agreement
On June 2, 2021, TeraWulf entered into the electrical infrastructure and equipment sales agreement with Somerset, pursuant to which Somerset sold and delivered to TeraWulf certain electrical infrastructure and equipment located in Barker, New York in an “as is” sale with no representations or warranties provided by Somerset with respect to the equipment for $632,000. The electrical infrastructure equipment sold by Somerset to TeraWulf included various breakers, transformers, switches, an iso-phase bus and support structures, cabling, structures, fencing and fire protection in the Somerset substation, all towers, poles, cables, ceramic bushings and lightning protection for the approximately 4,000 feet of 345KV transmission line that interconnects the Somerset substation to the New York State Electric & Gas Corporation Kintigh Substation at the point of interconnection, which is at the cable termination to the 345kV Switch B1-14/B1-19G and a 17,000 SF building.
In 2022, TeraWulf did not make any payments to Somerset pursuant to the electrical infrastructure and equipment sales agreement.
Beowulf E&D Facility Operations Agreement
Reimbursements to Heorot Power Holdings LLC
In April 2021, the Company reimbursed Heorot Power Holdings LLC (“Heorot”), a company owned and controlled by Paul Prager, $1.6 million related to (i) the development of bitcoin mining facilities including services and third-party costs for transmission consulting, engineering consulting, transmission system impact study costs, electricity procurement and site development costs, (ii) joint venture investigation and negotiation and (iii) certain Company organizational and legal costs.
March 2022 Private Placement
On March 15, 2022, the Company entered into a subscription agreement with Lucky Liefern LLC (“Lucky Liefern”), pursuant to which Lucky Liefern purchased 271,447 shares of Common Stock at $7.81 per share in a private placement transaction exempt from registration under Section 4(a)(2) and/or Regulation D of the Securities Act, for an aggregate purchase price of $2.12 million. Lucky Liefern is controlled by the Company’s Chief Executive Officer Paul Prager, its managing member.
March 2022 Series A Preferred Stock
On March 15, 2022, the Company entered into Series A Convertible Preferred Stock Subscription Agreements (the “Preferred Subscription Agreements”) with certain accredited and institutional investors in privately negotiated transactions, including, among others, the Company’s directors Kerri Langlais and Steven Pincus, Revolve Capital LLC (“Revolve Capital”), a holder of more than 5% of the Company’s Common Stock and Y CLUB 101, LLC, an entity controlled by Jennifer New, the wife of our director Jason New, as its managing member (“Y Club” and, collectively with the other Series A investors, the “Series A Investors”) as part of a registered direct offering (the “Series A Registered Direct Offering”). Pursuant to the Preferred Subscription Agreements, the Company sold 10,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), which are convertible into shares of Common Stock, par value $0.001 per share, to the Series A Investors for an aggregate purchase price of $10.0 million. Kerri Langlais purchased 251 shares of Series A Preferred Stock for an aggregate purchase price of $251,000 and Steven Pincus purchased 50 shares of Series A Preferred Stock for an aggregate purchase price of $50,000; Revolve Capital purchased 2,500 shares of Series A Preferred Stock for an aggregate purchase price of $2.5 million; and Y Club, purchased 500 shares of Series A Preferred Stock for an aggregate purchase price of $500,000. The closing of the Company’s registered direct offering occurred in March 2022.
April 2022 Private Placement
On April 11, 2022, the Company entered into subscription agreements (the “April 22 Subscription Agreements”) with certain accredited investors, including Bayshore Capital LLC, a holder of more than 5% of the Company’s Common Stock (“Bayshore Capital”), Lucky Liefern, an entity controlled by the Company’s Chief Executive Officer Paul Prager as its managing member, and Revolve Capital, a holder of more than 5% of the Company’s Common Stock (collectively, the “April 22 PP Investors”), pursuant to which such April 22 PP Investors purchased from the Company shares of Common Stock, at a purchase price of $7.88 per share of Common Stock, in private placement transactions exempt from registration under Section 4(a)(2) and/or Regulation D under the Securities Act for an aggregate purchase price of $5 million (the “April 22 Private Placement”). Bayshore Capital purchased 158,629 shares of Common Stock for an aggregate purchase price of $1.25 million, Lucky Liefern purchased 317,259 shares of Common Stock for an aggregate purchase price of $2.5 million and Revolve Capital purchased 158,629 shares of Common Stock for an aggregate purchase price of $1.25 million. The April 22 Private Placement closed on April 13, 2022.
October 2022 Private Placement
Capital LLC (“Revolve Capital”), a holder of more than 5% of the Company’s Common Stock (collectively, the “October Investors”) and (b) a warrant agreement (the “October Private Placement Warrant Agreement”) with the October Investors pursuant to which such October Investors purchased from the Company 7,481,747 units (the “October Units”) consisting of: (i) 7,481,747 shares of Common Stock and (ii) 7,481,747 warrants exercisable for 7,481,747 shares of Common Stock for an aggregate purchase price of approximately $9.5 million
based on an offering price equal to the trailing 10-dayIn connection with the signing of the October Subscription Agreements, the Company and the October Investors entered into a Registration Rights Agreement, dated as of October 6, 2022, pursuant to which the Company agreed to provide customary registration rights to the October Investors with respect to the Common Stock issuable upon conversion of the warrants.
December 2022 Private Placement
In connection with the signing of the December Private Placement Warrant Agreement, the Company and certain of the December Investors entered into a Registration Rights Agreement, dated as of December 12, 2022, pursuant to which the Company agreed to provide customary registration rights to such December Investors with respect to the December Private Placement Warrant Shares.
exchangeable for equity securities, of any class or series, of the Company with aggregate proceeds from such issuances of at least $30 million, including the purchase price paid under the Common Stock Subscription Agreements. Opportunity Four purchased from the Company 2,187,500 shares Common Stock for an aggregate purchase price of $875,000. The January Private Placement effectively replaced 50% of the unexercised December Private Placement Warrants at the same purchase price of $0.40 per share of common stock. The January Private Placement closed on March 9, 2023.
The January 23 Warrants were exercised on March 13, 2023.
Members
Years Ended | ||||||||
Fee Category | December 31, 2022 | December 31, 2021 | ||||||
Audit Fees | $ | 472,500 | $ | 366,999 | ||||
Audit-Related Fees | 297,575 | 167,037 | ||||||
Tax Fees | 102,165 | — | ||||||
All Other Fees | — | — | ||||||
Total | $ | 872,240 | $ | 534,036 |
Years Ended | ||||||||||||||
Fee Category | December 31, 2023 | December 31, 2022 | ||||||||||||
Audit Fees | $ | 425,250 | $ | 472,500 | ||||||||||
Audit-Related Fees | 431,550 | 297,575 | ||||||||||||
Tax Fees | 50,400 | 102,165 | ||||||||||||
All Other Fees | — | — | ||||||||||||
Total | $ | 907,200 | $ | 872,240 |
2022.
February 29, 2024.
Shares of Common Stock Beneficially Owned | ||||||||
Number | Percent | |||||||
5% Stockholders | ||||||||
Stammtisch Investments LLC(1) | 25,524,121 | 12.04 | % | |||||
Bryan Pascual(2) | 19,920,650 | 9.31 | % | |||||
Revolve Capital LLC(3) | 19,718,387 | 9.22 | % | |||||
Named Executive Officers and Directors | ||||||||
Paul Prager(1)(4) | 57,347,760 | 26.72 | % | |||||
Nazar Khan(5) | 17,539,308 | 8.22 | % | |||||
Kerri Langlais(6) | 1,322,151 | * | ||||||
Michael Bucella(7) | 63,532 | * | ||||||
Walter Carter | 76,449 | * | ||||||
Catherine Motz | 38,532 | * | ||||||
Jason New(8) | 1,517,789 | * | ||||||
Steven Pincus(9) | 61,309 | * | ||||||
Lisa Prager | 52,865 | * | ||||||
All current directors and executive officers as a group (9 persons) | 78,019,695 | 36.12 | % |
Shares of Common Stock Beneficially Owned | |||||||||||
Number | Percent | ||||||||||
5% Stockholders | |||||||||||
Stammtisch Investments LLC(1) | 20,568,267 | 6.89 | % | ||||||||
Bryan Pascual(2) | 21,711,864 | 7.27 | % | ||||||||
Revolve Capital LLC(3) | 19,746,465 | 6.61 | % | ||||||||
Named Executive Officers and Directors | |||||||||||
Paul Prager(1)(4) | 46,577,505 | 15.60 | % | ||||||||
Patrick Fleury(5) | 1,056,238 | * | |||||||||
Nazar Khan(6) | 23,408,580 | 7.84 | % | ||||||||
Kerri Langlais(7) | 2,371,649 | * | |||||||||
Michael Bucella(8) | 162,816 | * | |||||||||
Walter Carter | 199,049 | * | |||||||||
Amanda Fabiano | — | * | * | ||||||||
Christopher Jarvis | — | * | |||||||||
Catherine Motz | 144,507 | * | |||||||||
Steven Pincus(9) | 212,540 | * | |||||||||
Lisa Prager | 158,840 | * | |||||||||
All named current directors and executive officers as a group (11 persons) | 74,291,724 | 24.88 | % |
We file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other documents electronically with the SEC under the Exchange Act. You may obtain such reports from the SEC’s website at www.sec.gov.
TeraWulf Inc. | ||||||||
By: | ||||||||
Name: Paul Prager | ||||||||
Title: Chief Executive Officer |