Nazar Khan
About Nazar Khan
Nazar Khan, 48, is Co-Founder and Chief Technology Officer of TeraWulf (WULF) and has served on the Board since February 2021; he previously served as Chief Operating Officer from February 2021 through December 2024 and holds B.S. and B.A. degrees from the University of Pennsylvania . Company-level performance context: the Pay vs. Performance table shows the value of a $100 TSR investment at $57 in 2024, $24 in 2023, $7 in 2022, and $151 in 2021, illustrating volatile shareholder returns through his tenure . Khan oversees technology resources and day-to-day operations across bitcoin mining and HPC/AI, with a background leading acquisition/development at Beowulf and prior investment banking/private equity roles at Evercore Partners .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beowulf Electricity & Data Inc. | Executive Vice President | 2002–2021 | Led acquisition and development efforts across energy infrastructure projects |
| Evercore Partners Inc. | Investment Banking and Private Equity | Prior to 2002 | Capital markets and principal investing experience applicable to growth and financing at TeraWulf |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships or external board roles disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $450,000 | $750,000 |
| Target Bonus (% of Base) | 100% | 100% |
| Target Bonus ($) | $450,000 | $750,000 |
| 2024 Actual Compensation | Amount ($) |
|---|---|
| Salary | $508,188 |
| Bonus (cash) | $750,000 |
| Stock Awards (grant date fair value) | $4,850,516 |
| All Other Compensation | $18,380 |
| Total | $6,127,084 |
Performance Compensation
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|---|
| PSUs – Stock Price | 1/9/2024 | 400,000 | 800,000 | 1,200,000 | $1,922,516 | Vest upon achieving stock price hurdles of $2.25, $2.50, $2.75 (45-day avg. price test); all hurdles achieved 7/16/2024; 3-year performance period, service requirement applies |
| RSUs – Pro-Rata | 1/9/2024 | — | — | — | $1,624,000 | 50% vest on each six-month anniversary of 1/9/2024; service requirement applies |
| Restricted Stock (fully vested; transfer-restricted) | 10/31/2024 | — | — | — | $1,304,000 | Fully vested at grant; not transferable until 12-month anniversary (10/31/2025) |
Bonus program: Annual bonuses are discretionary (no formula/weightings disclosed) and consider financial results, operational efficiency, and strategic transactions (e.g., Nautilus sale and convertible notes financing in Oct 2024) .
Governance protections: 2021 Plan prohibits repricing options/SARs without shareholder approval and includes comprehensive clawback/detrimental conduct recovery provisions .
Equity Ownership & Alignment
| As of Date | Beneficial Ownership (Shares) | Percent of Outstanding | Breakdown |
|---|---|---|---|
| 3/19/2025 | 27,680,220 | 7.22% | Direct 13,659,553; Trusts/LLCs 4,019,787; Yaqeen Trust I 901,809; Lake Harriet Holdings 7,269,019; Lake Harriet warrants 1,830,052 (exercisable) |
| 8/25/2025 | 27,680,220 | 6.8% | Direct 14,146,423; Trusts/LLCs 4,019,787; Yaqeen Trust I 414,939; Lake Harriet Holdings 7,269,019; Lake Harriet warrants 1,830,052 (exercisable) |
| Alignment Indicators | Detail |
|---|---|
| RSU vesting overhang | 400,000 RSUs shown unvested at 12/31/2024 (vested 1/9/2025) |
| Transfer restriction | 200,000 restricted shares not transferable until 10/31/2025 |
| Warrants (historical issues) | Oct 2022 private placement warrants at $1.93/share; Jan 2023 warrants at $0.00001/share (exercised 3/13/2023) |
| Hedging/pledging | Long-term hedging permitted with pre-clearance; none undertaken; margin purchases, short sales, and derivatives prohibited; no pledging disclosure |
Stock ownership guidelines: Not disclosed for executives/directors in the proxies reviewed .
Employment Terms
| Provision | Key Terms |
|---|---|
| Base salary / Target bonus | Base $750,000; Target bonus 100% of base ($750,000) |
| Severance – Involuntary without cause / Good reason | Cash severance $1,500,000; Benefits $35,331; RSU acceleration value $2,264,000; no PSU acceleration; totals $3,799,331 (values at $5.66 closing price on 12/31/2024) |
| Severance – Death/Disability | Cash $750,000; Benefits (not applicable as per table note for some cases); RSUs acceleration $2,264,000; total $750,000 + RSUs acceleration disclosed; aggregate shown $750,000 cash + $0 benefits + $0 PSU |
| Change in Control | No enhanced severance (no single trigger); 2021 Plan uses double-trigger for equity (CI + qualifying termination or failure to assume) |
| Non-compete / Non-solicit | Non-compete 6 months post-employment (12 months if terminated for cause); Non-solicit 18 months; non-disparagement and confidentiality indefinite |
| Clawback | Company adopted Dodd-Frank 10D-compliant clawback (Oct 2023); 2021 Plan allows recovery for detrimental conduct within prior 36 months |
| Other terms | Equity awards cancelled upon termination if unvested; benefit eligibility per general employee plans |
Board Governance
| Attribute | 2023 | 2024/2025 |
|---|---|---|
| Board tenure | Director since Feb 2021 | Continues as Executive Director |
| Committee roles | Chair, Strategic Review Committee; members included Bucella and Fabiano | No committee membership shown in 2025 committee roster |
| Independence | Executive director role; Compensation and Audit Committees comprised of independent directors | |
| Board/committee attendance | 2023: Board 90%; Audit 95%; Comp 100% | 2024: Board 91%; Audit 69%; Comp 100% |
| Director pay | Employees (Prager, Khan, Langlais) receive no additional director compensation |
Non-employee director program: cash retainer $60,000 (raised to $100,000 starting 1/1/2025) and RSUs $90,000 (raised to $200,000 starting 1/1/2025); lead independent director receives extra $25,000 cash and RSUs .
Director Compensation
| Item | 2024 Policy |
|---|---|
| Director cash retainer | $60,000 (moving to $100,000 effective 1/1/2025) |
| Committee chair fees | Audit Chair $25,000; Compensation Chair $25,000 |
| Equity | RSUs $90,000 grant value (moving to $200,000 effective 1/1/2025) |
| Lead Independent Director | Additional $25,000 cash and $25,000 RSUs |
| Employee directors | No additional compensation (includes Khan) |
Compensation Peer Group, Say‑on‑Pay, and Consultant
- Market references include MARA Holdings, Riot Platforms, CleanSpark, Cipher Mining, and Stronghold Digital Mining; formal peer benchmarking to be developed with Compensia in 2025 .
- Compensation consultants: Lyons Benenson & Company and Compensia Inc. engaged in 2024; no other services provided .
- Say‑on‑Pay: 95.8% approval at the 2024 Annual Meeting .
Related Party Transactions
| Date | Counterparty | Instrument | Quantum/Terms |
|---|---|---|---|
| Oct 6, 2022 | Lake Harriet (Khan), Allin WULF (Prager), Bayshore, Revolve | Units incl. common + warrants | 7,481,747 units total; Lake Harriet purchased 1,388,889 units; warrants at $1.93/share; offering price $1.26/share VWAP |
| Jan 30, 2023 | Lake Harriet (Khan), Allin WULF (Prager) | Warrants | 1,190,476 warrants each at $0.00001 strike; exercised 2/24–3/13/2023 |
| Jan 30, 2023 | Lake Harriet (Khan), Allin WULF (Prager), Bayshore, Revolve | Convertible notes | ~$3.4mm amended/restated notes (4% interest; maturity 4/1/2025), converted 2/28/2023 at $0.40/share |
Related party approvals follow a written policy with Audit Committee review; no director may approve a transaction where they are a related party .
Performance & Track Record
- 2024 achievements cited for incentive payouts: sale of 25% equity interest in Nautilus Cryptomine LLC and successful private offering of convertible senior notes (Oct 2024); new long-term ground lease at Lake Mariner (Oct 2024) .
- Equity structure emphasizes PSUs/RSUs, with 2024 stock price hurdles achieved; majority of pay is at risk and aligned with long-term value .
Investment Implications
- Pay-for-performance alignment: Khan’s 2024 package included sizable PSUs linked to stock price hurdles that were achieved, plus pro-rata RSUs and transfer-restricted stock tied to strategic milestones—aligning incentives with equity value creation while deferring near-term liquidity via transfer restrictions until 10/31/2025 .
- Retention and change-in-control: No single-trigger vesting; equity uses double-trigger change-in-control protections; non-compete (6–12 months) and non-solicit (18 months) reduce immediate exit risk, with severance totaling ~$3.8mm (including RSU acceleration) on involuntary termination/good reason .
- Insider selling pressure: RSUs vested 1/9/2025 and 200,000 restricted shares unlock on 10/31/2025, which can create periodic supply; hedging discouraged and none undertaken; margin, shorts, and derivatives are prohibited, mitigating misalignment risks .
- Governance and independence: Khan is an executive director and was Strategic Review Committee Chair in 2023; core committees (Audit, Compensation) are independent, and say‑on‑pay support was strong (95.8%), indicating investor acceptance of program design .
- Related party activity: Historic financings involved Khan-affiliated Lake Harriet with disclosed terms and Audit Committee oversight; 2021 Plan prohibits repricing and contains robust clawback/detrimental conduct recoupment, improving shareholder protections .