Coreweave Inc

This management proposal asks stockholders to approve, on a non‑binding advisory basis, the compensation of the company’s Named Executive Officers as disclosed under Item 402, including the Compensation Discussion and Analysis and accompanying tables. Management is seeking shareholder approval both as a regulatory best practice and to obtain investor feedback that can guide future compensation design; the Board and the Compensation Committee view the vote as a validation of their pay philosophy. Company‑specific context: CoreWeave completed an IPO in March 2025 and moved to RSUs as the primary long‑term incentive, granted large equity awards in 2025 to retain and motivate executives during rapid growth, and disclosed sizable realized and outstanding equity values in the Pay Versus Performance and compensation tables. The Compensation Committee employs independent advisors, applies market peer benchmarking, maintains stock ownership guidelines, and has a Compensation Recovery (clawback) policy to mitigate misalignment and excess risk. Management frames the program as pay‑for‑performance, linking annual cash incentives to corporate performance and using RSUs to focus executives on long‑term value creation and retention. Critics could point to very large equity grants and the high “compensation actually paid” figures in 2025, which raise standard pay‑for‑performance scrutiny and merit careful monitoring of realized pay relative to sustained operational results. The Board recommends approval because it believes the program aligns executive interests with stockholders, supports retention in a competitive AI/compute market, and is governed by independent oversight and risk controls. Although advisory and non‑binding, a negative vote would trigger the Board and Compensation Committee to engage with investors and reassess aspects of the program. Overall, the proposal is a conventional corporate governance mechanism to solicit investor input on compensation, but the company’s recent IPO, sizable equity grants, and rapid revenue growth make the outcome particularly informative for future pay decisions.

This proposal asks stockholders to indicate, on a non‑binding basis, their preference for how often the company should hold future advisory Say‑on‑Pay votes (one year, two years, or three years). Management recommends an annual vote, arguing that more frequent, annual advisory votes enable shareholders to express views promptly as compensation policies evolve, which is particularly relevant for a company that recently completed an IPO and operates in a fast‑moving AI/cloud infrastructure market. The vote is advisory and not binding on the Board, but the Board and Compensation Committee will consider the result when setting the cadence of future votes. From a governance perspective, annual votes maximize ongoing engagement and responsiveness to investor concerns, while less frequent votes reduce administrative burden and can allow more time to evaluate the impact of pay changes. Company‑specific considerations include rapid revenue growth in 2025, large equity awards made in connection with the IPO, and ongoing compensation program adjustments; these factors support management’s view that annual feedback is valuable. Opponents of annual frequency typically cite short‑termism and administrative costs; proponents emphasize accountability and timely investor input. The Board’s recommendation for ONE YEAR reflects a preference for frequent stockholder engagement and the need to monitor compensation outcomes closely during the company’s scaling phase. As with say‑on‑pay, the frequency vote is advisory; however, a strong shareholder preference for a different cadence would likely trigger Board consideration and outreach to major holders.