Amanda Fabiano
About Amanda Fabiano
Amanda Fabiano, age 38, is an independent director of TeraWulf Inc. (WULF), appointed to the Board in January 2024 . She co-founded Second Gate Advisory in 2024 (rebranding her 2023 bitcoin mining consultancy, Fabiano Consulting), after leadership roles in bitcoin mining at Galaxy Digital—where she spearheaded the Helios acquisition from Argo Blockchain in December 2022—and at Fidelity Investments as Director of Bitcoin Mining beginning in 2014 . She previously served on the boards of Compass Mining and Aspen Creek Digital Corporation and holds a bachelor’s degree in Sociology with a Criminal Justice concentration from the University of Massachusetts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galaxy Digital Holdings (TSX: GLXY) | Founding member of proprietary bitcoin mining business | Not disclosed; led Helios acquisition (Dec 2022) | Led strategic acquisition of Helios from Argo Blockchain |
| Fidelity Investments | Director of Bitcoin Mining | From 2014 (end date not disclosed) | Built institutional bitcoin mining capabilities |
| Fabiano Consulting | Founder (bitcoin mining consultancy) | 2023 | Advisory in bitcoin mining operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Second Gate Advisory | Co-founder | 2024 | Digital asset advisory; industry network building |
| Compass Mining | Director (prior) | Not disclosed | Board service in crypto mining ecosystem |
| Aspen Creek Digital Corporation | Director (prior) | Not disclosed | Board service in digital infrastructure |
Board Governance
- Independence: The Board determined Fabiano is independent under Nasdaq rules .
- Committees: As of March 26, 2025, no standing committee memberships; she will succeed Christopher Jarvis on the Nominating & Corporate Governance Committee upon completion of the 2025 Annual Meeting .
- Board leadership: CEO Paul Prager serves concurrently as Chairman; Steven Pincus is Lead Independent Director .
- Attendance and engagement: In 2024, the Board held 9 meetings with 91% overall attendance; Audit Committee and Compensation Committee held 17 and 4 meetings with 69% and 100% attendance, respectively; all directors attended the 2024 Annual Meeting .
| Governance Metric | Value | Source |
|---|---|---|
| Board meetings held (2024) | 9 | |
| Board attendance (2024) | 91% | |
| Audit Committee meetings (2024) | 17; 69% attendance | |
| Compensation Committee meetings (2024) | 4; 100% attendance | |
| Director attendance at 2024 Annual Meeting | 100% (all directors) | |
| Lead Independent Director | Steven Pincus |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 58,022 | 129,590 | 187,612 | Directors elected to receive cash retainers in common stock in 2024 |
- Director equity grant policy: Annual RSU grant was $90,000 for 2024; increased to $200,000 beginning January 1, 2025 (Lead Independent Director receives an additional $25,000 in RSUs) .
- Maximum director compensation under 2021 Plan (cash plus equity grant-date fair value): $900,000 per year .
Performance Compensation
| Award Type | Grant/Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| RSUs (Director program) | 2024: $90,000 grant-date value; Fabiano held 31,189 unvested RSUs as of 12/31/2024 | Time-based; vest on first anniversary of grant date | None disclosed for director RSUs (time-based) |
| RSUs (Policy from 1/1/2025) | Annual $200,000 for directors; +$25,000 for Lead Independent Director | Time-based; vest on first anniversary of grant date | None disclosed for director RSUs (time-based) |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Compass Mining | Private | Director (prior) | No related-person transactions with Fabiano disclosed |
| Aspen Creek Digital Corporation | Private | Director (prior) | No related-person transactions with Fabiano disclosed |
- Compensation Committee interlocks: 2024 members were Pincus (Chair), Bucella, Motz; no interlocks or Item 404 relationships disclosed; none served as Company officers .
Expertise & Qualifications
- Bitcoin mining operator and strategist: Built programs at Fidelity; founding member of Galaxy’s mining business; led Helios acquisition (Dec 2022) .
- Advisory leadership: Founded Fabiano Consulting (2023) and co-founded Second Gate Advisory (2024) .
- Education: BA in Sociology, Criminal Justice concentration, University of Massachusetts .
Equity Ownership
| Metric | 12/31/2024 | 3/19/2025 | 9/8/2025 |
|---|---|---|---|
| Common shares beneficially owned | Not disclosed for 12/31/2024 | 14,180; <1% | 40,769; <1% |
| Unvested RSUs | 31,189 | Not disclosed | Not disclosed |
| Ownership as % of outstanding | Not disclosed | <1% of 383,619,511 shares outstanding | <1% (shares outstanding not specified) |
- Shares pledged/hedged: No pledging or hedging disclosures for Fabiano; none reported in proxy .
- Stock ownership guidelines: Director-specific ownership guidelines not disclosed in proxy; directors elected to take 2024 cash retainers in stock, increasing alignment .
Governance Assessment
- Independent director with deep sector expertise: Fabiano’s operational and strategic bitcoin mining background enhances board domain expertise, especially relevant given WULF’s mining and HPC/AI operations .
- Committee engagement signal: Planned addition to the Nominating & Corporate Governance Committee post-2025 Annual Meeting strengthens governance oversight and board refresh processes .
- Attendance and engagement: Board attendance at 91% in 2024; all directors attended the 2024 Annual Meeting—supportive of engagement, though Audit Committee attendance (69%) indicates room for improved committee participation broadly (not director-specific) .
- Compensation mix and alignment: Director pay comprised cash retainers (taken in stock in 2024) and time-based RSUs; policy increased annual RSU grant to $200,000 starting 2025, which raises equity alignment but also overall director equity compensation levels .
- Ownership alignment: Fabiano’s beneficial holdings increased from 14,180 shares (March 2025) to 40,769 shares (September 2025), plus 31,189 unvested RSUs as of year-end 2024; ownership remains <1%—typical for a non-employee director—while equity retainer elections modestly strengthen alignment .
- Conflicts/related-party exposure: No related-person transactions disclosed for Fabiano; however, the company maintains significant related-party arrangements with entities controlled by CEO/Chair Paul Prager (Beowulf E&D services agreement and Lake Mariner lease with Somerset/Riesling), which are reviewed under the Related Party Transactions policy and Audit Committee oversight—an ongoing governance risk that the full Board must monitor .
- Risk indicators: Late Section 16(a) Form 4 filings in 2024 noted for multiple directors including Fabiano due to administrative error; minor process red flag but not indicative of misconduct .
RED FLAGS
- Combined CEO/Chair structure (Paul Prager) increases concentration of power; mitigated by Lead Independent Director role and committee independence .
- Material related-party transactions with Prager-controlled entities (Beowulf E&D, Somerset/Riesling) require vigilant Audit Committee oversight and transparent arm’s-length terms .
- Administrative late Section 16 filings for Fabiano and others (process control weakness) .