Todd DuChene
Executive Vice President, Chief Legal and Administrative Officer and Secretary at Core Scientific, Inc./tx
Executive
About Todd DuChene
Todd M. DuChene is Executive Vice President, Chief Legal and Administrative Officer, Chief Compliance Officer, and Corporate Secretary of Core Scientific (CORZ); he has been Corporate Secretary since April 1, 2019, served as President and Chief Legal Officer from November 2022 to May 2023, and has held his current EVP role since May 2023; DuChene is 61 years old and holds a B.A. in Political Science from The College of Wooster and a J.D. from the University of Michigan Law School . In 2024, Core Scientific completed a strategic transformation toward HPC hosting, with seven colocation agreements totaling ~500 MW and $8.7 billion of potential revenue over 12 years, while the company emerged from Chapter 11 in January 2024; these milestones underpinned the Compensation Committee’s pay decisions and performance equity structures for named executives including DuChene . For DuChene’s 2024 performance share unit (PSU) award, the company disclosed achievement of all six stock price hurdles during the year, and PSUs were settled in January 2025 for 83,637 shares, contingent on continued service through year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FLIR Systems, Inc. | Senior Vice President, General Counsel, Secretary, Chief Compliance Officer | 2014–2019 | Led legal, compliance and corporate governance for industrial and military technology company . |
| Nuance Communications, Inc. | Executive Vice President, General Counsel, Secretary | 2011–2014 | Senior legal leadership for speech recognition technology provider . |
| National Semiconductor Corporation | Senior Vice President, General Counsel, Secretary | 2008–2011 | Led legal through sale to Texas Instruments . |
| Solectron Corporation | General Counsel | 2005–2007 | General counsel role at global electronics manufacturer . |
| Fisher Scientific International Inc. | Senior Vice President, General Counsel, Secretary | 1996–2005 | Executed 100+ deals, helped scale from $500M to $6B prior to merger with Thermo Electron . |
| BakerHostetler | Associate (Corporate, Securities & M&A) | 1988–1993 | Foundational corporate/M&A legal experience . |
External Roles
No public company directorships or external board roles are disclosed for DuChene in Core Scientific’s 2025 proxy or related filings .
Fixed Compensation
Multi-year compensation summary for Todd M. DuChene (as disclosed):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 300,824 | 492,308 | 500,000 |
| Bonus ($) | 375,000 (KERP/retention context) | — | 150,000 (retention) |
| Stock Awards ($) | 3,851,883 | — | 13,903,680 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan Compensation ($) | — | — | 875,000 (2024 bonus paid Jan 2025) |
| All Other Compensation ($) | — | 100 | — |
| Total ($) | 4,527,707 | 492,408 | 15,428,680 |
Additional fixed pay terms (current agreement):
- Base salary: $500,000 (100% target annual bonus; 2024 bonus minimum $500,000 regardless of performance) .
- Retention bonus: $150,000 (subject to forfeiture/repayment if voluntary departure within 12 months) .
Performance Compensation
2024 grants and performance outcomes for DuChene:
| Incentive Type | Grant Date | Target/Units | Grant Date Fair Value ($) | Performance Metric(s) | Vesting / Settlement |
|---|---|---|---|---|---|
| Emergence RSUs | 7/19/2024 | 1,003,633 RSUs | 10,427,747 | Service (retention) | 25% on 12/31/2024; 25% on each of next 3 anniversaries subject to continuous service . |
| Annual RSUs | 7/19/2024 | 250,909 RSUs | 2,606,944 | Service (retention) | One-third on 1/23/2025; then 1/12th quarterly until 12/31/2026, subject to continued service . |
| Annual PSUs | 7/19/2024 | 83,637 PSUs (target) | 868,988 | 20-day average share price hurdles: $3.14=50%, $5=100%, $8=150%, $10=200%, $12=250%, $14=300% | Eligible over 3 years; for 2024, all six hurdles achieved; PSUs settled in Jan 2025 for 83,637 shares, subject to continued employment through 12/31/2024 . |
2024 annual cash bonus determination:
- Target: $500,000 (100% of salary); actual paid: $875,000 (175% of target), reflecting quantitative and qualitative metrics assessed by the Compensation Committee; paid January 2025 .
Clawback and plan design:
- Compensation recovery policy compliant with SEC/Nasdaq; applies to incentive compensation, including equity, upon required restatements .
- No option repricing; no hedging/pledging allowed under insider trading policy .
Equity Ownership & Alignment
| Ownership Component | Amount |
|---|---|
| Total beneficial ownership (common, warrants, and RSUs vesting within 60 days) | 1,545,709 shares; less than 1% of class . |
| Common shares owned | 967,663 . |
| Tranche 1 warrants (exercisable at $6.81) | 537,133 . |
| Shares issuable within 60 days (service-based RSUs) | 40,913 . |
| Hedging/pledging | Company policy prohibits hedging, short sales, margin purchases, and pledging; no pledged shares disclosed in ownership table . |
Outstanding unvested awards at 12/31/2024:
- 752,725 RSUs (Emergence 2024) and 250,909 RSUs (Annual 2024), plus 55,758 PSUs (PSU tranche reference), and legacy RSUs from 2021–2022; total market value amounts shown in proxy at $14.05 per share .
Stock ownership guidelines:
- Executive stock ownership guideline specifics are not disclosed; policy framework highlights pay-for-performance, clawbacks, and prohibited hedging/pledging .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date | July 19, 2024 (Employment Agreement) . |
| Title and role | EVP, Chief Legal & Administrative Officer, Chief Compliance Officer, Secretary . |
| Initial term and renewal | One-year initial term; auto-renews for successive one-year periods unless notice given . |
| Annual bonus | Target 100% of salary; 2024 minimum $500,000 irrespective of performance . |
| Severance (no change in control; without cause) | 12 months of base salary continuation; unpaid prior-year bonus; accelerated vesting per award agreements; full acceleration of legacy awards . |
| Severance (change in control; double-trigger) | Lump sum equal to annual base salary; unpaid prior-year bonus; accelerated vesting per award agreements; full acceleration of legacy awards . |
| Protection period | From signing of definitive change in control agreement through 12 months post-close . |
| Retirement treatment | If after initial term, accelerated vesting per award terms; full acceleration of legacy awards, with retirement definitions tied to age and service . |
| Clawback and indemnification | Clawback policy per SEC/Nasdaq; indemnification agreement consistent with other senior executives . |
| Non-compete / non-solicit | Not specifically detailed in proxy summary; separation agreement form referenced in exhibits to 8-K . |
Performance & Risk Indicators
- Compensation structure emphasizes variable pay and performance equity; the 2024 PSU design ties outcomes to multi-hurdle stock price targets, all of which were achieved for year-one measurement, reinforcing alignment with shareholder value creation .
- Activist claims: Two Seas Capital alleged the Board changed vesting provisions from double-trigger to single-trigger and reversed a “no excise tax gross-ups” stance in merger-related materials (DEFM14A), estimating potential change-in-control payouts of ~$44M for the CLO and ~$8M in gross-up; these are activist assertions; the company’s March 2025 proxy states double-trigger protections and no excise tax gross-ups policy in its standard program .
- Litigation/disclosure supplements: October 22, 2025 8-K provided supplemental disclosures to proxy/prospectus amid legal “Matters,” while denying allegations of disclosure deficiencies; filings were signed by DuChene as CLO/CAO .
- CFO transition: 2025 planned CFO transition announced in March 2025; compensation transition agreements highlight broader executive pay governance and retention practices [68:… from ListDocuments reference] .
Compensation Peer Group (Benchmarking Context)
- 2024 peer set included miners and software/infrastructure names (e.g., Marathon Digital, Riot Platforms, Box, Okta, VeriSign) guided by revenue and market cap comparability; revised in November 2024 to reflect HPC hosting evolution with data center/infrastructure and software names (e.g., DigitalOcean, SentinelOne, Informatica) .
Say-on-Pay & Shareholder Feedback
- 2025 proxy sought advisory votes on NEO compensation and frequency of say-on-pay (recommendation: annual); detailed CD&A describes the pay-for-performance philosophy and 2024 decisions .
Investment Implications
- Strong equity alignment with explicit stock-price hurdles and sizable RSU/PSU grants; 2024 outcomes indicate high realized equity and above-target cash incentives, consistent with transformational execution and stock performance hurdles being met .
- Retention risk moderated by significant unvested RSU tranches and continued-service conditions; severance provides standard protection with double-trigger for change in control, reducing windfall risk in normal-course scenarios .
- Governance watchpoints: Activist allegations of single-trigger vesting and excise tax gross-ups in the merger context merit scrutiny; if such terms are present in transaction-specific documents, they could create near-term selling pressure at close and raise pay alignment concerns versus the company’s stated program (double-trigger, no gross-ups) .
- Hedging/pledging prohibitions and a formal clawback policy are positive alignment safeguards; beneficial ownership is below 1%, though coupled with substantial outstanding equity awards, indicating ongoing exposure to long-term stock performance .