Not independent
Tenure on this board
4.5 yrs
9 nominees · 3 ballot items.
Three proposals: election of nine directors, non-binding advisory approval of named executive officer compensation (“Say-on-Pay”), and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Election of nine nominees (Paul Prager, Nazar Khan, Kerri Langlais, Michael Bucella, Walter Carter, Amanda Fabiano, Catherine Motz, Steven Pincus and Lisa Prager) to the Board of Directors for one-year terms.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the Company’s overall executive compensation program as disclosed in the proxy statement, not any single element of pay. Management seeks this endorsement to validate its pay-for-performance philosophy, which relies heavily on long-term equity incentives (RSUs and PSUs) and discretionary annual bonuses designed to align executive incentives with multi-year infrastructure development and stockholder value creation. The Company emphasizes significant 2025 achievements — execution of long-term HPC leases, large capital raises, initial energization of HPC capacity, and acquisition of Beowulf E&D — as context for its compensation decisions, and notes use of an independent consultant (Lyons Benenson) in plan design. Pay mix is heavily weighted toward equity and performance-based awards, including PSUs with stock-price hurdles that the company says were achieved in 2025, which can create strong upside alignment with TSR but also produces volatility in reported grant-date values and “compensation actually paid.” Critics could point to very large equity grants and high reported CEO/NEO compensation in 2025 (reflected in the Summary Compensation Table and severance and change-in-control arrangements) as governance or dilution concerns, especially given the company’s net losses historically. Management’s counter-argument emphasizes retention needs for a development-stage company, alignment with long-term projects, and prior stockholder support (the 2025 Say-on-Pay received ~74% approval) while committing to continued oversight by an independent Compensation Committee. The vote is advisory and non-binding, but the Board will consider the result in future compensation decisions; a negative outcome could prompt review of plan design, pay levels, or disclosure. Given the centrality of long-term equity to management’s strategy, the proposal’s practical effect is to signal stockholder sentiment on whether current incentives appropriately balance retention, performance alignment, and dilution risk.
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.53% | 22,462,422 | $324M |
| 2 | LONE PINE CAPITAL LLC | 4.02% | 19,921,430 | $287M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.15% | 15,627,257 | $226M |
| 4 | BlackRock, Inc. | 2.90% | 14,382,726 | $208M |
| 5 | BlackRock, Inc. | 1.95% | 9,680,668 | $140M |
| 6 | Value Aligned Research Advisors, LLC | 1.58% | 7,848,232 | $113M |
| 7 | TWO SIGMA INVESTMENTS, LP | 1.58% | 7,837,097 | $113M |
| 8 | STATE STREET CORP | 1.54% | 7,613,660 | $110M |
| 9 | SCOGGIN MANAGEMENT LP | 1.51% | 7,500,000 | $108M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.49% | 7,391,902 | $107M |
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