Jeff Booth
About Jeff Booth
Jeff Booth is an independent director at Core Scientific (CORZ), age 55, serving since January 23, 2024. He is an entrepreneur and author of “The Price of Tomorrow,” and previously founded and led BuildDirect.com Technologies (CEO 1999–2017). Booth is deemed independent by the Board and currently serves on the Compensation Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BuildDirect.com Technologies, Inc. (TSX-V: BILD) | Founder & CEO | 1999–2017 | Led e-commerce platform for building materials; recognized by BCTIA and Goldman Sachs for entrepreneurship |
| Ego Death Capital | Founding Partner | N/A | Early-stage investing in bitcoin-native ventures |
| Addy; NocNoc | Co-founder | N/A | Early-stage real estate/technology ventures |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fedi | Director | N/A | Board service (private company) |
| Breez | Director | N/A | Board service (private company) |
| Young Presidents’ Organization | Member | Since 2004 | Leadership network |
| Creative Destruction Lab | Founding Fellow | N/A | Innovation/mentorship platform |
Board Governance
- Independence and leadership:
- Board determined Booth is independent under Nasdaq rules .
- Board chaired by independent director Jarrod Patten; CEO and Chair roles are separated .
- Committees and assignments:
- Compensation Committee member (Chair: Yadin Rozov); Nominating & Corporate Governance Committee member (Chair: Jordan Levy) .
- Attendance and engagement:
- In 2024 the Board held 13 meetings; each director attended >75% of Board and applicable committee meetings .
- Committee activity 2024: Audit (8 meetings), Compensation (10), Nominating & Corporate Governance (3) .
- Governance policies and controls:
- Company prohibits hedging, pledging, short selling, and derivative trading in company securities for directors, officers, and employees .
- Related-party transactions policy; none disclosed since Jan 1, 2024 .
- Clawback policy compliant with SEC/Nasdaq; plan-level clawback applies to equity awards (including director RSUs) .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Standard director retainer |
| Committee chair fees (if applicable) | $0 | Booth is not a committee chair |
| Meeting fees | $0 | Not disclosed/none specified |
For 2025, the annual cash retainer remains $100,000; Chair of the Board retainer increases to $75,000 (not applicable to Booth) and committee member retainers are added ($7,500 for Compensation; $5,000 for Nominating & Corporate Governance) .
Performance Compensation (Equity)
| Grant | Units/Value | Vesting | Notes |
|---|---|---|---|
| One-time onboarding RSU (2024) | 127,446 RSUs | Cliff vest on 3rd anniversary of grant | Granted following emergence; aligns long-term service |
| Annual RSU (2024) | 47,793 RSUs | Vest on January 23, 2025 | Annual director grant |
| 2024 Stock awards (grant-date fair value) | $844,651 | N/A | Total 2024 stock awards value for Booth |
| 2025 annual RSU (program) | $300,000 target value | One-year vest | Applies to all non-employee directors; grants in Jan 2025 |
| New director one-time grant (2025 program) | $500,000 RSUs | Three-year vest | For newly elected directors (not applicable to Booth unless status changes) |
Performance metrics for director equity: None disclosed (director awards are time-based RSUs). Awards are subject to the company’s clawback policy and plan-level clawback provisions .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Fedi | Private | Director | No CORZ-related dealings disclosed |
| Breez | Private | Director | No CORZ-related dealings disclosed |
| Public company boards | — | — | None disclosed for Booth |
No related-party transactions involving Booth were reported; Audit Committee oversees related-person transaction approvals .
Expertise & Qualifications
- Entrepreneurial and bitcoin/HPC ecosystem depth (founder/operator; investor via Ego Death Capital) .
- Recognitions: BCTIA Person of the Year (2015), BCTIA Hall of Fame (2023), Goldman Sachs 100 Most Intriguing Entrepreneurs (2016) .
- Governance roles: Service on Compensation and Nominating & Corporate Governance committees .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (common shares) | 47,793 shares as of March 14, 2025 |
| Unvested RSUs outstanding (12/31/2024) | 175,239 unvested RSUs per director as of year-end 2024 |
| Shares outstanding (for context) | 294,891,251 shares outstanding on March 14, 2025 |
| Ownership as % of outstanding | ~0.016% (47,793 ÷ 294,891,251), based on the figures above |
Pledging/hedging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
-
Strengths:
- Independence affirmed; active committee service on Compensation and Nominating & Corporate Governance .
- Strong attendance benchmark; Board and committees met regularly during 2024 .
- Robust governance policies: anti-hedging/pledging, clawback, no equity repricing, minimum vesting, no evergreen in equity plan .
- No related-party transactions disclosed; conflict oversight via Audit Committee .
-
Watch items / potential red flags:
- Elevated director equity levels: 2024 onboarding plus annual RSUs ($844,651 stock awards vs. $100,000 cash), and 2025 annual equity increased to $300,000; while alignment-positive, it raises pay inflation optics post-emergence .
- Charter and bylaw changes proposed in 2025 (declassification, elimination of supermajority voting, removal of creditor consent rights) shift governance structure; generally shareholder-friendly, but also remove certain external constraints on director compensation increases previously embedded in emergence terms .
-
Overall view:
- Booth brings relevant entrepreneurial and bitcoin/HPC ecosystem experience and serves on key governance committees. Compensation is equity-heavy, which supports alignment but merits monitoring as the 2025 program raises grant values. No conflicts or related-party exposures were disclosed; independence and attendance metrics support board effectiveness .