Yadin Rozov
About Yadin Rozov
Independent director (Age: 47) on Core Scientific’s board since January 23, 2024. He is founder and Managing Partner of Terrace Edge Ventures (financial advisory), and previously a Partner at GoldenTree Asset Management, CEO/President of Syncora Guarantee Inc., CEO of Financial Guaranty UK Ltd, and a Partner/Managing Director at Moelis & Company. He holds an M.Sc. in Data Science from Columbia University and a B.S. with highest honors in Physics and Materials Engineering from Rutgers University .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Terrace Edge Ventures LLC | Founder & Managing Partner | Since Jan 2022 | Financial advisory to companies and institutional investors . |
| GoldenTree Asset Management LLC | Partner | 2019–2021 | Led credit-oriented roles; oversaw specialty insurers owned by GoldenTree . |
| Syncora Guarantee Inc. | CEO & President | 2019–2021 | Specialty insurance CEO (GoldenTree-owned) . |
| Financial Guaranty UK Ltd | CEO | 2020–2021 | Specialty insurance leadership (GoldenTree-owned) . |
| Moelis & Company | Partner & Managing Director; Head, Financial Institution Advisory; Mgmt Committee, Moelis Asset Management | 2009–2019 | Led FIG advisory; asset mgmt committee member . |
| College Avenue Student Loans LLC | Co‑founder; Director | 2014–2019 | Co‑founded fintech lender; board service . |
| Chamonix Partners Capital Management LLC | Co‑founder | 2014–2019 | Co‑founded investment firm . |
| UBS AG | Managing Director; Head of Americas, Repositioning Group | 2007–2009 | Led restructuring/portfolio repositioning . |
External Roles
| Company | Ticker | Role | Since | Notes |
|---|---|---|---|---|
| Midwest Holding Inc. | MDWT | Director | Jun 2022 | Public insurer/financial services . |
| Neo Performance Materials Inc. | — | Director | Aug 2022 | Public specialty materials company . |
| Oramed Pharmaceuticals Inc. | ORMP | Director | Apr 2022 | Public biotech/pharma . |
Board Governance
- Independence: Board determined Mr. Rozov is independent under Nasdaq standards .
- Committees and roles (2024–2025):
- Compensation Committee: Chair .
- Audit Committee: Member; designated Audit Committee Financial Expert under SEC rules and financially sophisticated under Nasdaq .
- Board/class: Class 3 director (term initially expiring at 2027 meeting; declassification proposed for 2026) .
- Attendance: In 2024, the Board held 13 meetings; each director attended more than 75% of Board and committee meetings . Committee activity in 2024: Audit (8 meetings) ; Compensation (10 meetings; 7 unanimous written consents) ; Nominating & Governance (3 meetings) .
- Board leadership: Separate Chair/CEO; independent Chair is Jarrod Patten .
Fixed Compensation
| Component | 2024 Amount/Terms | 2025 Amount/Terms |
|---|---|---|
| Cash retainers (Board) | $100,000 annual; Board Chair +$50,000 | $100,000 annual; Board Chair +$75,000 |
| Committee Chair fees | Audit Chair $25,000; Compensation Chair $25,000; Nominating Chair $10,000 | Same |
| Committee member fees | Not specified | Audit $10,000; Compensation $7,500; Nominating $5,000 |
| Director total (Rozov, 2024) | Cash $125,000; Stock awards $844,651; Total $969,651 | N/A |
Performance Compensation
| Equity Element | Structure | Grant Detail |
|---|---|---|
| One‑time onboarding RSUs (2024) | Time-vest; 3-year cliff | 127,446 RSUs per non‑employee director; vests on 3rd anniversary |
| Annual RSUs (2024) | Time-vest; 1-year | 47,793 RSUs per non‑employee director; vest 1/23/2025 |
| Annual RSUs (2025 policy) | Time-vest; 1-year | $300,000 grant value per non‑employee director |
- No option awards, no PSU-based director equity disclosed; awards are time-based RSUs (no explicit performance metrics) .
- Compensation Committee uses independent consultant (Compensia); no other services; committee members independent; no interlocks .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Midwest Holding (MDWT), Neo Performance Materials, Oramed Pharmaceuticals (ORMP) |
| Compensation committee interlocks | None reported in 2024 |
| Potential interlocks/conflicts | None disclosed with Core Scientific customers/suppliers; Related-party transaction policy in place |
Expertise & Qualifications
- Technical/financial expertise: Audit Committee Financial Expert; deep FIG advisory, restructuring, specialty insurance, and credit investing/operations background .
- Education: M.Sc. Data Science (Columbia); B.S. Physics & Materials Engineering, highest honors (Rutgers) .
- Board skills fit: Financial oversight (Audit), incentive design and governance (Compensation) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common stock) | 217,793 shares (<1% of outstanding) |
| Unvested RSUs (non‑employee director standard as of 12/31/2024) | 175,239 RSUs per non‑employee director |
| Hedging/pledging | Prohibited (no hedging, no pledging/margin; no shorting) per insider trading policy |
Governance Assessment
-
Positives
- Independent director with strong financial/restructuring expertise; designated audit financial expert .
- Chair of Compensation Committee; committee comprised solely of independent directors; uses independent advisor with no other engagements .
- Good engagement: active committee cadence; Board/committees met frequently; directors >75% attendance .
- Shareholder‑friendly proposals to declassify the Board (effective 2026), eliminate supermajority votes, and remove creditor consent rights—improves accountability and reduces entrenchment –.
- Clawback policy compliant with SEC/Nasdaq; anti‑hedging/pledging policy enhances alignment .
- No related‑party transactions in 2024 .
-
Watch items / potential risks
- Outside commitments: serving on three other public boards (MDWT, Neo Performance Materials, ORMP) could raise overboarding considerations depending on evolving proxy adviser thresholds (disclose for awareness) .
- Terrace Edge Ventures provides advisory services; while no related‑party transactions disclosed, ongoing monitoring is warranted given Compensation Chair role .
- Director pay quantum is equity‑heavy (alignment positive) but sizable ($844,651 stock awards plus $125,000 cash in 2024); 2025 annual RSU value set at $300,000; Proposal 6 would remove certain creditor‑era constraints on director compensation increases—investors may scrutinize stewardship of board pay levels –.
-
Additional context
- Board leadership split (independent Chair) and clear lead‑independent director framework if needed –.
- Upcoming say‑on‑pay and plan amendment votes (Amended & Restated 2024 Stock Incentive Plan) under Compensation Committee oversight – –.