James Nygaard
About James Nygaard
James P. “Jim” Nygaard, Jr. is Executive Vice President and Chief Financial Officer of Core Scientific, effective March 17, 2025; he is 50 years old and brings ~30 years of investment banking and corporate finance experience (XMS Capital since 2008; Morgan Stanley 1995–2007) and served as CFO of XPDI (the SPAC that merged with Core Scientific) in 2021–2022 . He holds a BA in Economics from the University of Illinois at Urbana-Champaign (summa cum laude; Bronze Tablet Honors; departmental valedictorian) . During his early tenure, Core Scientific reported Q1 2025 revenue of $79.5M, Adjusted EBITDA of $(6.1)M, and net income of $580.7M (driven by warrant/CVR mark-to-market); the stock price fell from $14.05 on Dec 31, 2024 to $7.24 on Mar 31, 2025, pressuring TSR and contributing to mark-to-market gains . Strategically, Core Scientific highlights 500 MW of HPC hosting contracts with $8.7B potential 12-year revenue and a pivot to high-density colocation while maintaining bitcoin mining operations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XMS Capital Partners | Managing Director; Head of M&A and strategic financings; Chair of Fairness Committee | 2008–2025 | Led complex M&A and financings across industries; >$100B career transaction experience |
| Morgan Stanley | Investment Banking Division – corporate finance/M&A roles | 1995–2007 | Advised diverse clients on strategic transactions and growth strategies |
| Power & Digital Infrastructure Acquisition Corp. (XPDI) | Chief Financial Officer | 2021–2022 | CFO of SPAC that merged with Core Scientific, informing public markets and transaction execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XMS Capital Partners | Managing Director; Fairness Committee Chair | 2008–2025 | Governance over fairness opinions; execution leadership in M&A and financings |
| XPDI (SPAC) | Chief Financial Officer | 2021–2022 | Prepared SPAC for merger with Core Scientific |
Fixed Compensation
| Component | Detail | Amount/Terms | Notes |
|---|---|---|---|
| Base Salary | Annual | $600,000 | Per Employment Agreement |
| Target Annual Bonus | % of base | 100% | Performance criteria set by Compensation Committee; eligible starting 2025 |
| 2024 Annual Bonus (guarantee) | Minimum cash bonus | $600,000 | Guaranteed and payable after 2025 year-end and before March 15, 2026 |
| Location | Principal place of employment | Miami, Florida | Per Employment Agreement |
| Benefits | Employee plans & fringe | Company executive benefits | Standard executive participation |
| Expense Reimbursement | Business expenses | Reasonable/necessary per policy | Standard CFO arrangements |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Annual Cash Bonus (2025+) | Financial/operational/strategic goals set by Committee | Not disclosed | 100% of base salary ($600,000) | Not disclosed (2025 performance period) | Paid post-audit for year; employment required at payment date (subject to severance terms) |
| Equity (2025 grant) | RSUs (time-based) | N/A | 819,672 RSUs | N/A | Vests one-third on March 3, 2026 and annually on next two anniversaries, subject to continuous service |
Equity Ownership & Alignment
| Item | Detail | Amount/Terms | Alignment/Risk Note |
|---|---|---|---|
| 2025 RSU Grant | Time-based RSUs | 819,672 RSUs; vests 273,224 per year on 3/3/2026, 3/3/2027, 3/3/2028 (one-third each year) | Creates multi-year retention and deferred selling windows |
| Acceleration – RSUs | Without Cause termination | Unvested 2025 RSUs accelerate per award/EA terms | Reduces forfeiture risk; potential selling pressure on acceleration events |
| Acceleration – Death/Disability | RSUs fully vest | Immediately upon event | Provides family protection; low alignment concern |
| Acceleration – Retirement | Pro-rata vest of next tranche if service conditions met | Defined in RSU agreement | Partial vesting mitigates cliff risk |
| Change-in-Control | Double-trigger acceleration (Effective Assumption + Qualifying Termination) or full vest if not assumed | 24 months protection window | Standard market alignment; avoids single-trigger windfalls |
| Hedging/Pledging | Company policy | Prohibits hedging, shorting, margin purchases, and pledging | Strong alignment; mitigates collateral-related selling risk |
| Clawback | Policy scope | Complies with Rule 10D-1/Nasdaq | Recoupment on restatements; shareholder-friendly governance |
| Ownership Guidelines | Executive stock ownership | Not disclosed | No published multiple-of-salary guideline in proxy |
Employment Terms
| Term | Detail | Provision |
|---|---|---|
| Effective Date | Start as CFO | March 17, 2025 |
| Employment Period | Initial term and auto-renewal | 1-year initial; automatic one-year extensions unless 90-day non-renewal notice |
| Reporting | Line | Reports to Chief Executive Officer |
| Indemnification | Agreement | Company will use commercially reasonable efforts to enter into indemnification consistent with directors/executives |
| Severance – Outside Protection Period | Qualifying termination (without Cause or Good Reason resignation) | Lump-sum of one year base salary; unpaid prior-year bonus; pro-rata eligibility for current-year bonus; up to 12 months COBRA; accelerated vesting of 2025 RSUs per award terms |
| Severance – During Protection Period (CIC window) | Qualifying termination | Lump-sum equal to 1× (base + target bonus); unpaid prior-year bonus; pro-rata eligibility for current-year bonus; COBRA for a set period; accelerated vesting of unvested 2025 RSUs |
| Protection Period definition | CIC window | From signing a definitive CIC agreement (if CIC occurs) through 12 months post-CIC |
| Confidentiality/Policies | Continuing obligations | Compliance with Company policies; confidentiality; cure rights in “Cause” definitions |
Vesting Schedules and Insider Selling Pressure
| Award | Grant | Vest Dates | Shares per Tranche | Notes |
|---|---|---|---|---|
| 2025 RSUs | 819,672 RSUs (time-based) | 3/3/2026; 3/3/2027; 3/3/2028 | 273,224 each tranche | Creates annual post-vesting trading windows; policy bars hedging/pledging; acceleration on certain terminations/CIC |
Performance & Track Record
- CFO certifications on Q1 and Q2 2025 10-Qs indicate responsibility for disclosure controls and internal control over financial reporting .
- Q1 2025 performance: Revenue $79.5M; Adjusted EBITDA $(6.1)M; net income $580.7M (primarily mark-to-market on warrants/CVRs due to stock price decline to $7.24 at 3/31/2025 from $14.05 at 12/31/2024) .
- Strategic context: Company pivot to HPC colocation with multi-year contracts; seven agreements totaling ~500 MW and $8.7B potential 12-year revenue; ongoing data center conversions .
Investment Implications
- Pay-for-performance alignment with 100% bonus target and standard double-trigger CIC protection; hedging/pledging prohibitions and clawback policy reduce misalignment risk .
- Retention is anchored by three-year RSU vesting; near-term insider selling pressure is limited until first vest on March 3, 2026, absent acceleration (termination/CIC) .
- Severance economics are moderate (outside CIC: ~1× base salary; CIC: 1× base+target), with accelerated vesting—monitor for potential equity acceleration scenarios that could precede liquidity events .
- Company-level volatility (bitcoin exposure, halving impact, and stock price swings) creates variable bonus outcomes; Nygaard’s M&A/financing background is well-matched to HPC expansion and capital needs .