Lisa Prager
About Lisa Prager
Lisa Prager (age 68) has served on TeraWulf’s Board since November 2021. She is General Counsel and Executive Vice President of the Agricultural Bank of China – New York Branch (since September 2017) and previously was a partner focused on government investigations, a federal prosecutor in the U.S. Attorney’s Office (D.C.), and Acting/Deputy Assistant Secretary for Export Enforcement at the U.S. Department of Commerce’s BIS. She holds a B.A. from Yale University and a J.D. from Western New England University School of Law, bringing legal, compliance, and regulatory expertise to the board . She is the sister of CEO/Chairman Paul Prager, which the company discloses under family relationships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Attorney’s Office (D.C.) | Assistant U.S. Attorney (federal prosecutor) | Not disclosed | Handled terrorism, fraud, economic espionage, export control cases |
| U.S. Dept. of Commerce – BIS | Acting Assistant Secretary; Deputy Assistant Secretary for Export Enforcement | Not disclosed | Export enforcement leadership; regulatory/Compliance expertise |
| Various law firms | Partner (government investigations) | Through August 2017 | Led investigations practice; legal risk management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Agricultural Bank of China – New York Branch | General Counsel & EVP | Since Sept 2017 | International banking legal/regulatory leadership |
Board Governance
- Committee assignments: Member, Sustainability Committee; not on Audit, Compensation, or Nominating & Corporate Governance .
- Chair roles: None; Sustainability Committee chaired by CEO Paul Prager in 2025 (previously chaired by CSO Kerri Langlais in 2024) .
- Independence: Not listed among Nasdaq-defined independent directors; independent directors are Bucella, Carter, Fabiano, Motz, and Pincus (2025 list) .
- Attendance: In 2024, Board held 9 meetings with 91% attendance; Audit held 17 (69% attendance); Compensation held 4 (100% attendance). Individual director attendance rates were not disclosed .
- Lead Independent Director: Steven Pincus .
- Hedging policy: Speculative hedging discouraged; long-term hedges permitted with pre-clearance; none of the directors/officers have entered into such hedging transactions .
Fixed Compensation
| Component | Amount | Period | Details |
|---|---|---|---|
| Annual cash retainer | $60,000 | FY2024 | Standard non-employee director retainer; directors elected to receive cash retainers in shares for each quarter of 2024 . |
| Committee chair fees | $25,000 (Audit Chair); $25,000 (Comp Chair) | Program terms for FY2023–2024 | Applies to chairs; Lisa Prager did not chair a committee . |
| Lead independent director retainer | $25,000 | Program terms | Applies to Lead Independent Director (Pincus) . |
| Lisa Prager – Fees earned | $60,000 | FY2024 | From Director Compensation Table . |
Performance Compensation
| Equity Component | Grant Value | Vesting | Period | Notes |
|---|---|---|---|---|
| Annual RSU grant (standard directors) | $90,000 | Time-based; vests on first anniversary | FY2024 | Lisa Prager stock awards $90,001 (grant date fair value) . |
| Annual RSU grant (lead independent director) | Additional $25,000 | Time-based | FY2024 | For Lead Independent Director only . |
| Annual RSU grant (standard directors) | $200,000 | Time-based; vests on first anniversary | Commencing Jan 1, 2025 | Program increase; alignment emphasis . |
| Lisa Prager – Unvested RSUs | 21,661 | Unvested as of Dec 31, 2024 | FY2024 | Per footnote in 2024 director compensation table . |
- Performance metrics: No performance-based metrics (e.g., TSR, EBITDA) are tied to director equity; RSUs are time-vested only .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Lisa Prager in WULF proxy materials . |
- Interlocks and conflicts:
- Family relationship: Lisa Prager is the sister of CEO/Chairman Paul Prager (RED FLAG for independence) .
- Sustainability Committee includes CEO as Chair and sister as member (potential oversight/independence concern) .
- No related-party transactions disclosed involving Lisa or the Agricultural Bank of China; company has formal related-party transactions policy overseen by Audit Committee .
Expertise & Qualifications
- Legal/compliance/regulatory expertise; prior federal prosecutorial and export enforcement leadership .
- Education: B.A. Yale University; J.D. Western New England University School of Law .
- Banking sector governance exposure via GC/EVP role at Agricultural Bank of China – NY Branch .
Equity Ownership
| Metric | As of Feb 29, 2024 | As of Aug 25, 2025 |
|---|---|---|
| Shares beneficially owned | 158,840 | 248,375 |
| Percent of shares outstanding | <1% (outstanding 298,589,910) | <1% (outstanding 407,944,157) |
| Unvested RSUs | 21,661 (as of Dec 31, 2024) | Not disclosed |
- Hedging/pledging: Company discourages speculative hedging; permits long-term hedges with pre-clearance; no hedging transactions by any directors/officers disclosed; pledging not specifically addressed in retrieved sections .
Governance Assessment
- Strengths:
- Significant legal, compliance, and export enforcement background valuable for a regulated, energy-intensive, crypto/HPC business .
- Equity-based director compensation increased for 2025 ($200k RSUs), and 2024 cash retainers taken in stock—signals alignment with shareholders .
- Concerns / RED FLAGS:
- Not independent under Nasdaq rules and is the CEO’s sibling; independence risk heightened, particularly with CEO chairing Sustainability Committee where she is a member .
- Concentration of control/influence at the board level (CEO/Chair dual role; family relationship) may affect oversight rigor .
- Limited disclosure of individual director attendance precludes assessment of engagement; aggregate board attendance 91% in 2024, but Audit Committee attendance was only 69% (committee composition does not include Lisa) .
- Related-party safeguards:
- Formal related-party transaction policy with Audit Committee review; no Lisa-linked transactions disclosed in reviewed proxies .
Director Compensation Detail (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lisa Prager | 60,000 | 90,001 | 150,001 |
Committee Memberships (as of 2025 Proxy)
| Director | Audit | Compensation | Nominating & Corporate Governance | Sustainability |
|---|---|---|---|---|
| Lisa Prager | — | — | — | Member |
Notes on Program Structure
- Non-employee director cash retainers paid quarterly; in 2024 all directors elected to receive cash retainers in shares; RSUs vest after one year; annual RSU grant increased to $200k starting 2025; non-employee director annual total (cash plus equity) cap of $900,000 under the 2021 Plan .