Kerri Langlais
About Kerri Langlais
Kerri Langlais is Chief Strategy Officer at TeraWulf Inc. (WULF) since February 2021 and has served on the Board of Directors since March 2022; she is 48 and holds a B.A. in finance (honors) from Boston College, with prior roles at Beowulf, Goldman Sachs (Natural Resources IBD), and Harvard University’s financial strategy group . Company performance under her strategy remit included FY2024 revenue of $140.0M vs $69.0M in FY2023, hashrate expansion to 9.7 EH/s (+94% YoY), and long-term HPC/AI hosting agreements (Core42 72.5 MW with 135 MW expansion option) alongside a $500M convertible notes offering . Stockholder Pay vs Performance disclosures show cumulative TSR value of $57 (initial $100 investment) for 2024 and net loss of $72.4M, indicating strong operational scaling amid investment-phase losses . She is an employee director (not independent), with Steven Pincus serving as Lead Independent Director; CEO Paul Prager also chairs the Board, a dual-role mitigated by independent committees and lead independent oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beowulf Electricity & Data Inc. | Executive leading M&A and financing | July 2010–Feb 2021 | Led acquisitions/financing for energy infrastructure; foundational experience for WULF’s site development and capital strategy |
| Goldman Sachs | Investment Banking Division (Natural Resources) | Nearly a decade (dates not disclosed) | Large-cap advisory in commodities/power; informs capital markets transactions and strategic partnerships |
| Harvard University | Financial strategy advisory | Dates not disclosed | Advisory to university-wide financial planning; adds institutional strategy rigor |
External Roles
No current public-company directorships or external committee roles disclosed for Langlais beyond WULF .
Fixed Compensation
- Base salary rate increased to $500,000 in 2024 from $400,000 in 2023; target bonus opportunity set at 50% of base salary ($250,000) under the employment agreement .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $400,591 | $401,055 | $419,727 |
| Bonus ($) | $200,000 | $400,000 | $1,400,000 |
| Stock Awards ($) | — | $724,880 | $7,761,281 |
| All Other Compensation ($) | $16,380 | $17,630 | $18,380 |
| Total ($) | $616,971 | $1,543,565 | $9,599,388 |
Compensation governance notes:
- Compensation consultants engaged: Lyons Benenson & Company and Compensia Inc.; non-employee director Compensation Committee is independent .
- 2024 Say-on-Pay approval: 95.8%; program deemed aligned and continued into 2025 with minimal changes .
Performance Compensation
- Cash bonuses are discretionary, tied to company financials, operational efficiency, and strategic milestones (e.g., Nautilus sale, convertible notes offering in Oct-2024) .
- Equity mix includes RSUs (time-based) and PSUs with stock price hurdles, emphasizing alignment with long-term stockholder value .
| Incentive | Metric / Structure | Weighting | Target / Hurdle | Actual / Achievement | Payout / Shares | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Discretionary based on financial results, ops, strategic transactions | N/A | Target: $250,000 (50% of salary) | Achieved (extraordinary based on Oct-2024 milestones) | $1,400,000 | Paid in 2025 for FY2024 performance |
| RSUs (2024 grant) | Time-based vesting | N/A | 280,000 units | Awarded | 280,000 RSUs | 50% vests at 6 and 12 months from Jan 9, 2024 (fully vested Jan 9, 2025) |
| PSUs (2024 grant) | Stock price hurdles (45-day avg) | N/A | $2.25 / $2.50 / $2.75 per share | All hurdles achieved by July 16, 2024 | 420,000 PSUs | Earned within 3-year performance period upon hurdle achievement |
| Restricted Stock (10/31/2024) | Fully vested shares with transfer restriction | N/A | 1,000,000 shares | Granted | 1,000,000 restricted shares (fully vested) | Not saleable/transferable until 12-month anniversary (Oct 31, 2025) |
| Prior PSUs (3/4/2023) | Stock price hurdles (45-day avg) | N/A | $1.50 / $2.50 / $3.50 per share | Remaining $3.50 tranche shown as unvested at 12/31/2023 | Up to 1,200,000 PSUs (full grant; Kerri had 1,200,000) | 3-year period; forfeiture if not achieved |
Stock vested during 2024:
- Shares vested: 2,360,000; value realized on vesting: $12,104,700 .
Equity Ownership & Alignment
- Hedging is discouraged; long-term hedges (12+ months) require pre-clearance; short sales, margin purchases, and derivatives are prohibited. No hedging transactions were entered into by directors or officers; pledging is not disclosed .
| Ownership Snapshot | 2024-02-29 | 2025-03-19 | 2025-08-25 |
|---|---|---|---|
| Total Beneficial Shares | 2,371,649 | 4,434,262 | 4,513,357 |
| Percent of Outstanding | <1% (based on 298,589,910 shares) | 1.16% (based on 383,619,511 shares) | 1.1% (based on 407,944,157 shares) |
| Directly Owned | 1,476,975 | 3,536,476 | 3,613,896 |
| Trust/Indirect | 864,701 | 864,701 | 864,701 |
| Series A Preferred (as-converted) | 29,973 shares | 33,085 shares | 34,760 shares |
| Unvested RSUs at 12/31/2024 | 140,000 units; MV $792,400 (closed $5.66) | — | — |
Insider selling pressure indicators:
- 1,000,000 fully vested restricted shares granted on Oct 31, 2024 are locked until Oct 31, 2025; potential liquidity event thereafter .
- 140,000 RSUs fully vested on Jan 9, 2025; near-term availability increased post-vesting .
Employment Terms
| Provision | Terms |
|---|---|
| Base / Target Bonus | Base rate $500,000; target bonus 50% of base ($250,000) |
| Severance (without cause / for good reason) | Cash: $750,000; Continued benefits: $31,016; RSU acceleration/continuation: $792,400 (as of 12/31/2024); PSUs: no accelerated vesting disclosed; no enhanced CoC severance |
| Death / Disability | Pro-rated target annual bonus for year of termination; previously earned unpaid bonuses |
| Non-compete / Non-solicit | Non-compete 6 months post-employment (12 months if terminated for cause); non-solicit 18 months; confidentiality & non-disparagement indefinite |
| Equity Treatment on Termination | Unvested RSUs/PSUs are cancelled; limited continuation/acceleration per severance period for time-based awards; performance-based vesting only if achieved during severance period |
| Clawback | Adopted Oct 2023 to comply with SEC/Nasdaq; recovery of incentive comp after certain restatements; plan-level “detrimental conduct” clawback for up to 36 months |
Board Governance
- Board service: Executive Director since March 2022; Sustainability Committee Chair in 2024 and 2025 .
- Committee landscape: Audit (Carter Chair), Compensation (Pincus Chair), Nominating & Gov (Motz Chair), Sustainability (Langlais Chair) .
- Independence: Langlais is an employee director (not independent). Independent directors: Bucella, Carter, Fabiano, Motz, Pincus; Lead Independent Director: Steven Pincus .
- Attendance: 2024 board held 9 meetings (91% attendance); Audit 17 meetings (69%); Compensation 4 meetings (100%). 2023 board held 16 meetings (90%); Audit 8 (95%); Compensation 5 (100%) .
- Director compensation: Employee directors (Prager, Khan, Langlais) receive no additional director compensation; non-employee director program uses cash retainers and RSUs vesting annually .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $15.033M* | $69.0M | $140.0M |
| Net Loss ($) | $90.791M | $73.421M | $72.418M |
| Cumulative TSR Value (Initial $100) | $6.68 (2022) | $24.07 (2023) | $57 (2024) |
*Values retrieved from S&P Global.
Strategic milestones:
- Nautilus 25% JV interest sale (~$92M) and Lake Mariner long-term ground lease reset (shares/cash consideration) in Oct 2024; HPC/AI pivot with Core42 leases (72.5 MW + option for 135 MW) .
- $500M 2.75% convertible senior notes (capped call, buyback) completed Oct 25, 2024 .
Compensation Structure Analysis
- Increased at-risk equity in 2024: RSUs (280k) and PSUs (420k) plus 1,000,000 restricted shares—indicative of retention-plus-performance mix with explicit stock price hurdles achieved intra-year .
- Cash bonus discretion: 2024 payout materially above target tied to successful strategic transactions (JV sale, notes offering), suggesting committee discretion rewarded extraordinary deal execution .
- Peer benchmarking: Current reference set (MARA, RIOT, CLSK, CIFR, SDIG) with plan to formalize HPC/AI peer group in 2025; consultants engaged (Compensia) .
- Clawback and “no single-trigger” policy: No single-trigger vesting for CoC; enhanced recovery provisions adopted; options repricing prohibited by plan design .
Related Party Transactions & Governance Signals
- Services and leases with entities controlled by CEO Paul Prager (Beowulf E&D services agreement; Lake Mariner facility lease), including 2024 lease reset consideration (20.0M shares + $12.0M cash) with sales restrictions; Audit Committee reviews RPTs .
- Family relationship: Director Lisa Prager is CEO’s sister; independence of committees and lead independent oversight highlighted .
Investment Implications
- Alignment: High equity exposure (4.51M shares, ~1.1% of outstanding) and performance-tied PSUs support long-term value creation incentives; near-term unlocks (1.0M restricted shares in Oct 2025) may introduce incremental sell pressure; monitor Form 4s around restriction lapse dates .
- Retention risk: Employment terms provide standard severance (no CoC enhancements), but significant vested equity and leadership of Sustainability Committee/strategy remit reduce near-term departure risk; non-compete/non-solicit covenants provide downside protection .
- Governance: Executive director status (non-independent) and CEO-Chair dual role merit continued focus on independent committee oversight; strong Say-on-Pay support (95.8%) and consultant engagement mitigate inflationary pay risks .
- Execution track record: Delivery of strategic financings and HPC anchoring leases underpins WULF’s pivot beyond bitcoin mining; performance comp directly tied to stock price hurdles achieved in 2024 indicates confident management targets and execution capability .