Elizabeth Crain
About Elizabeth Crain
Elizabeth Crain (age 60) was appointed to Core Scientific’s Board on May 14, 2025, and serves as independent director and Chair of the Audit Committee. She is a Partner at Consello Group (since Nov 2024), Co‑Founder and former COO of Moelis & Company (2007–2023), and previously Managing Director/COO of UBS Investment Banking Americas (2001–2007). She also sits on Nokia Corporation’s board (Chair of Strategy Committee; member of Personnel Committee) and holds an MBA from Wharton and a B.S. in Economics from Arizona State University; the Board affirmed her independence under Nasdaq and Sarbanes‑Oxley standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consello Group | Partner | Nov 2024–present | Strategic advisory and investing platform |
| Moelis & Company | Co‑Founder, Chief Operating Officer | 2007–2023 | Led global strategy, infrastructure, operations; scaled platform |
| UBS Investment Bank (Americas) | Managing Director; COO of Investment Banking Dept. | 2001–2007 | Member of Investment Bank Board |
| Private Equity industry | Investment professional | 1997–2001 | PE experience prior to UBS |
| Merrill Lynch | Early career | Began 1988 | Investment banking foundation |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Nokia Corporation (NYSE: NOK) | Director | Chair – Strategy Committee; Member – Personnel Committee |
Board Governance
- Committee assignments: Audit Committee Chair (effective upon appointment) .
- Independence: Board determined Crain is “independent” under Nasdaq listing standards and Sarbanes‑Oxley .
- Audit Committee remit: oversees accounting, reporting, internal controls, auditor engagement, related‑party reviews; met eight times in 2024 (historical composition prior to her appointment) .
- Board engagement baseline: In 2024, the reconstituted Board met 13 times; all then‑serving directors attended >75% of Board/committee meetings (Crain joined in 2025) .
- Governance policies: Insider trading policy prohibits hedging, short sales, margin purchases, and pledging of Company stock . Standard director indemnification agreements in place .
Say‑on‑Pay & Shareholder Feedback (context for board oversight)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Say‑on‑Pay (NEO compensation) | 70,407,045 | 113,611,003 | 3,787,714 | 46,888,879 |
| Frequency of Say‑on‑Pay | 1 Year: 184,970,932 | 2 Years: 152,253 | 3 Years: 1,002,559 | Abstain: 1,680,018; Broker Non‑Votes: 46,888,879 |
Implication: The failed say‑on‑pay vote signals heightened investor scrutiny of compensation and oversight; annual say‑on‑pay adopted going forward .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $100,000 | Applies to all eligible directors |
| Audit Committee Chair retainer | $25,000 | Additional chair fee |
| Committee member retainers | Audit: $10,000; Compensation: $7,500; Nominating: $5,000 | If applicable |
| Board Chair retainer | $75,000 | Not applicable to Crain; Jordan Levy is Chair |
| Director compensation cap | $800,000 total value per calendar year | Includes cash + equity, measured at grant‑date fair value |
Performance Compensation
| Equity Award | Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (2025 plan) | $300,000 | Vests one year from grant date with continued service | Standard annual grant for non‑employee directors |
| New director one‑time RSU grant | $500,000 | Vests three years from grant date with continued service | Applies to newly elected directors |
| Change‑in‑control treatment (plan) | N/A | If awards not assumed, Board may accelerate; if assumed, double‑trigger (termination without cause ≤2 years) permits acceleration | Restated 2024 Stock Incentive Plan terms |
| Estimated value of unvested RSUs at merger effective time | $623,952 | Illustrative payout for Crain in October 2025 merger scenario | From supplemental proxy/Rule 425 disclosure |
Plan safeguards: No repricing without stockholder approval; minimum one‑year vesting (limited exceptions); no liberal share recycling; clawback policy applies .
Other Directorships & Interlocks
| Company | Relationship to CORZ | Potential Interlock/Conflict |
|---|---|---|
| Nokia Corporation | No disclosed customer/supplier relationship to CORZ | None disclosed; Company reports no related‑party transactions since Jan 1, 2024 |
Expertise & Qualifications
- 30+ years across investment banking, private equity, and C‑suite operations; led global operations and risk at Moelis & Company .
- Deep audit/financial oversight suitability; appointed Audit Committee Chair upon joining .
- Public company board experience (Nokia) with strategic and personnel committee leadership .
- Education: MBA (Wharton); B.S. Economics (Arizona State University) .
Equity Ownership
- Beneficial ownership at appointment not listed in March 14, 2025 proxy table (pre‑appointment); subsequent RSU grants expected per director program (values above) .
- Anti‑hedging/pledging policy: Hedging, shorting, margin purchases, and pledging CORZ stock prohibited for directors .
- Indemnification and standard governance protections disclosed .
- Ownership guidelines: Not disclosed for directors in proxy materials reviewed (no specific multiple stated) .
Governance Assessment
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Strengths:
- Independence affirmed; no Item 404 related‑party interests; strong finance and audit credentials; immediate elevation to Audit Chair supports board effectiveness .
- Director pay structure favors equity (RSUs) with time‑based vesting; plan includes best‑practice safeguards (no repricing, clawbacks, minimum vesting) and an $800k annual cap on total director compensation .
- Enhanced investor responsiveness evidenced by adopting annual say‑on‑pay frequency .
-
Watch items / RED FLAGS:
- 2025 say‑on‑pay failed, indicating investor dissatisfaction with executive pay; Audit Chair oversight of disclosure controls and compensation interactions warrants close monitoring .
- 2025 director equity program increased (annual RSU from $150k in 2024 to $300k; plus $500k onboarding RSUs), raising potential pay inflation concerns even with cap; however, increases are transparently disclosed and within plan limits .
- Change‑in‑control acceleration can create optics risk; plan’s double‑trigger framework mitigates misalignment when awards are assumed .
-
Related‑party and policy posture:
- No related‑party transactions reported since Jan 1, 2024; formal related‑person transaction policy and audit committee review in place .
- Insider trading policy bans hedging/pledging, supporting alignment .
Overall: Crain’s appointment strengthens audit oversight and board independence. The failed say‑on‑pay underscores investor demands for tighter pay‑for‑performance linkages; as Audit Chair, her governance rigor around disclosure, internal controls, and compensation risk will be an important signal for investor confidence .