Independent
Tenure on this board
2.4 yrs
5 nominees · 3 ballot items.
Three management proposals: (1) election of five director nominees to hold office until 2027; (2) a non-binding advisory 'say-on-pay' vote to approve named executive officer compensation as disclosed; and (3) ratification of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.
Elect the Board of Directors’ five nominees (Jeff Booth, Elizabeth Crain, Yadin Rozov, Adam Sullivan, and Eric Weiss) to hold office until the 2027 Annual Meeting.
Non-binding advisory 'say-on-pay' vote to approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve the company’s named executive officer (NEO) compensation as disclosed in the proxy (a standard 'say-on-pay' advisory resolution). Management seeks shareholder affirmation of a compensation program that it describes as pay-for-performance and aligned with long-term stockholder interests following Core Scientific’s January 2024 emergence from Chapter 11 and strategic repositioning toward high-density colocation for AI/HPC. The Compensation Committee points to substantive program changes after the 2025 say-on-pay vote—most notably increasing the performance-based portion of long-term awards (from roughly 25% PSUs previously to approximately 67% PSUs in 2025), higher CEO base salary to market-aligned levels, and a redesigned short-term bonus tied to objective operational metrics (ideal hashrate, controllable expenses) plus individual contributions. Long-term PSUs incorporate Relative TSR versus the Russell 2000, aggregate energized megawatt growth, and customer attainment metrics, with PSUs earned annually over a three-year measurement framework; the 2025 metrics produced outsized payouts reflecting strong operational outcomes. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the result when setting future compensation. Contextual governance issues—such as prior low support (approximately 38.3% in 2025), subsequent stockholder engagement, a cooperation agreement with an influential investor (Two Seas), and a recent restatement that triggered a clawback review—make this advisory vote a focal point for investor oversight of pay alignment and post-bankruptcy compensation governance. The Board’s rationale emphasizes retention of executive talent during the company’s transformation, stronger alignment of pay with operational and TSR outcomes, and responsiveness to stockholder feedback. For sophisticated evaluation, the proposal should be weighed against (a) the company’s concrete shift toward performance-based equity and quantifiable metrics, (b) the scale and timing of realized payouts in 2025 driven by exceptional TSR and operational achievements, and (c) remaining stockholder concerns about pay levels and governance that produced low prior support; the advisory result will inform but not legally constrain future compensation decisions.
Ratify KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Situational Awareness Partners LP | 8.2% | 26,008,473 | $389M |
| 2 | Situational Awareness LP | 8.2% | 26,008,473 | $389M |
| 3 | Pentwater Capital Management LPActivist | 7.8% | 24,852,000 | $372M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.9% | 18,614,536 | $278M |
| 5 | Two Seas Capital LP | 5.1% | 16,151,833 | $242M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 13,364,889 | $200M |
| 7 | UBS Group AG | 4.2% | 13,258,455 | $198M |
| 8 | BlackRock, Inc. | 4.0% | 12,777,772 | $191M |
| 9 | Jericho Capital Asset Management L.P. | 3.7% | 11,723,450 | $175M |
| 10 | UBS Group AG | 3.4% | 10,900,433 | $163M |
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