Paul Prager
About Paul Prager
Paul Prager, age 66, is Co-Founder, Chairman and Chief Executive Officer of TeraWulf (since February 2021), and a graduate of the U.S. Naval Academy; he previously founded Beowulf Electricity & Data Inc. and has experience in power generation, infrastructure development, commodity trading, and shipping . In 2024, WULF’s bitcoin mining revenue more than doubled to $140.0 million from $69.0 million in 2023, supported by hashrate expanding to 9.7 EH/s and power capacity to 195 MW . Pay-versus-performance disclosures show WULF’s cumulative TSR value of an initial $100 investment at $57 in 2024, $24 in 2023, and $7 in 2022, alongside a 2024 net loss of $72.4 million . Governance highlights include his dual role as CEO and Chairman with a Lead Independent Director framework and majority-independent board, and a disclosed family relationship (director Lisa Prager is Paul’s sister) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beowulf Electricity & Data Inc. | Founder & President | 1990–Present | Built energy/digital infrastructure platform leveraged for WULF development and operations . |
| Brooklyn Marine & Oil LLC | Founder (shipowner/operator) | N/A | Maritime operations background complements infrastructure/logistics expertise . |
| Direct Gas | Chief Executive Officer | N/A | Commodity trading/execution experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Naval Academy Foundation | Trustee & Investment Committee Member | Through 2025 | Financial stewardship and governance experience . |
Fixed Compensation
Multi-year CEO compensation (exact amounts per proxy):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 959,818 | 950,545 | 960,112 |
| Bonus ($) | 1,425,000 | 1,425,000 | 1,500,000 |
| Stock Awards ($) | — | — | 4,433,145 |
| All Other Compensation ($) | 17,355 | 18,633 | 19,383 |
| Total ($) | 2,402,173 | 2,394,178 | 6,912,640 |
Salary progression and bonus targets:
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary Rate ($) | 950,000 | 1,000,000 |
| Target Bonus (% of Base) | 150% | 150% |
| Target Bonus ($) | 1,425,000 | 1,500,000 |
Notes:
- FY24 bonuses included discretionary elements tied to strategic milestones (Nautilus sale, convertible notes financing) .
- 2024 Say-on-Pay approval: 95.8% .
Performance Compensation
2024 equity awards and realized outcomes:
| Incentive Type | Metric | Grant Date | Target/Structure | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| PSUs (Stock Price) | Stock price hurdles | Jan 9, 2024 | 1.5M PSUs; tranches at $2.25, $2.50, $2.75 45-day VWAP hurdles; 3-year performance period | All hurdles achieved as of Jul 16, 2024 | Subject to continued employment; 3-year period |
| RSUs (Time-based) | Time-based service | Jan 9, 2024 | 1.0M RSUs; 50% vest at 6 and 12 months from grant | RSUs vested on Jan 9, 2025 for remaining tranche | 50% on ~Jul 9, 2024 and 50% on Jan 9, 2025 |
| Stock Vested in 2024 | N/A | N/A | N/A | 2,000,000 shares; $8,102,500 value realized | N/A |
Program design and governance:
- No single-trigger vesting on change in control; performance awards emphasize stock price appreciation and execution .
- Clawback policy adopted Oct 2023 per SEC/Nasdaq; equity awards recoverable for detrimental conduct .
- No option repricing without shareholder approval; options/SARs at or above FMV .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Paul Prager | 25,802,080 | 6.73% | Includes interests via Riesling Power, Lucky Liefern, Heorot, Allin WULF, Beowulf E&D, Stammtisch, and direct holdings per footnote breakdown . |
| Riesling Power LLC | 21,100,000 | 5.50% | Sole member is Prager Revocable Trust; restricted sales on 20M shares received in lease renegotiation until Oct 9, 2025, then up to 5M shares, with restrictions ending Apr 9, 2026 . |
Trading and alignment policies:
- Hedging discouraged; permitted only for long-term hedges (≥12 months) with pre-clearance; margin purchases, short sales, and derivatives prohibited .
- Director cash retainers can be elected in stock; Paul, as employee director, receives no director fees .
Employment Terms
| Provision | Key Terms (CEO) |
|---|---|
| Employment Agreement | Base salary $1,000,000; target bonus 150% of base; eligibility under 2021 Plan . |
| Severance (No CIC) | If terminated without cause or for good reason: lump-sum cash equal to 18 months of base salary plus pro-rated target bonus; continued benefits for 18 months; continued/accelerated vesting of service-based RSUs scheduled within severance period; performance awards vest based on actual achievement during severance period . |
| Illustrative Severance Values (as of 12/31/24) | Cash severance $3,000,000; benefits $77,013; RSU acceleration $2,830,000; total $5,907,013 (no PSU acceleration) . |
| Change in Control | No enhanced severance; awards follow standard plan provisions (assumption/substitution or double-trigger vesting/settlement if terminated within 12 months post-CIC or awards not assumed) . |
| Restrictive Covenants | Non-compete 6 months post-employment (12 months if terminated for cause); non-solicit 18 months; confidentiality and non-disparagement indefinite . |
| Clawback | SEC/Nasdaq-compliant clawback (Oct 2023); plan-level recovery for detrimental conduct . |
Board Governance
- Board service: Co-Founder, Chairman & CEO since Feb 2021; Board held 9 meetings in 2024 with 91% attendance .
- Dual-role: CEO + Chairman; Lead Independent Director is Steven Pincus .
- Independence: Majority independent directors; independent Compensation and Audit Committees .
- Committees: Sustainability Committee Chair (Paul Prager); other committees chaired by independent directors (Audit: Walter Carter; Compensation: Steven Pincus; Nominating & Corporate Governance: Catherine Motz) .
- Family relationship: Director Lisa Prager is Paul’s sister (potential independence/perception risk) .
Related Party Transactions
| Transaction | Terms | Financial Impact |
|---|---|---|
| Administrative & Infrastructure Services Agreement (Beowulf E&D) | Beowulf E&D (controlled by Paul Prager) provides services across construction, operations, IT, compliance, etc.; annual base fee reduced to $8.5M while certain debt is outstanding; plus $0.0037/kWh thereafter; reimbursements and incentive stock awards for MW milestones . | Payments to Beowulf E&D: $15.8M in 2024; expected ~$18.0M base fees in 2025 plus pass-through expenses . |
| Lake Mariner Facility Lease (Somerset, 99.9% owned/controlled by Paul Prager) | New 35-year lease (Oct 9, 2024) for 157 acres; annual base rent $281,398.20 plus CPI adjustments and proportionate site costs; termination of prior lease; non-voting board observer right for Somerset while owning ≥15M shares; Beowulf as exclusive operator unless replaced under conditions . | Consideration for lease reset: 20.0M WULF shares to Riesling Power and $12.0M cash; 2024 lease-related payments to Somerset $11.5M (incl. passthrough); expected ~$0.7M in 2025 (incl. passthrough) . |
Compensation Structure Analysis
- 2024 mix shifted materially toward equity for the CEO (stock awards $4.43M vs. none in 2022–2023), increasing at-risk pay tied to stock price hurdles .
- Base salary increased 5.3% YoY to $1.0M after two years of no adjustments; bonus target unchanged at 150% .
- Discretionary bonuses tied to strategic outcomes (asset sale, convertible notes) demonstrate event-driven payouts rather than purely formulaic financial metrics .
- Peer benchmarking references crypto miners (MARA, RIOT, CLSK, CIFR, SDIG) with ongoing effort to formalize HPC peers; independent compensation consultants retained; very high Say-on-Pay support (95.8%) .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Bitcoin Mining Revenue ($mm) | 69.0 | 140.0 |
| Operational Hashrate (EH/s) | N/A | 9.7 (1.38% global hashrate) |
| Operational Power Capacity (MW) | 165 | 195 |
| Cumulative TSR Value of $100 | 24 | 57 |
| Net Loss ($mm) | (73.421) | (72.418) |
Strategic milestones:
- Sold 25% interest in Nautilus JV (~$92.0M) to fund HPC/AI expansion at Lake Mariner .
- Secured 72.5 MW HPC lease with Core42 (G42) with option for +135 MW .
- Completed $500.0M 2.75% convertible senior notes; $115.0M share repurchase; $60.0M capped calls .
Equity Ownership & Insider Activity Signals
- Beneficial ownership concentration through affiliated entities (Riesling Power and others) aligns interests but introduces related-party exposure and potential liquidity events once transfer restrictions lapse .
- Trading policy restricts speculative activity (no margin, shorts, options) and allows only long-term hedging with pre-clearance, moderating hedging-driven selling pressure .
- Late Section 16 filings in 2024 due to administrative error were acknowledged by the company for multiple insiders, including Paul Prager .
Selected 2025 Form 4 observations (context for recent pressure/awards; not in proxy):
- Reported earnout-related issuance to an affiliate (Beowulf E&D Holdings) following a convertible notes offering; beneficial holdings span affiliated entities (Riesling Power, Heorot, etc.) .
- Aggregated Form 4 listings show multiple non-cash grants/awards during early/mid-2025; detail at SEC aggregator pages .
Employment Contracts, Severance & Change-of-Control Economics
| Topic | Key Details |
|---|---|
| Severance multiple | 18 months of base plus pro-rated target bonus for CEO . |
| Benefits continuation | 18 months or cash equivalent gross-up for premiums to neutralize taxes (COBRA policy mechanics) . |
| Equity treatment on termination | Service-based RSUs vest through the severance period; performance-based awards vest based on actual achievements during the severance period . |
| CIC treatment | No enhanced severance; awards subject to double-trigger vesting or settlement if not assumed/substituted or if terminated without cause/for good reason within 12 months post-CIC . |
| Restrictive covenants | Non-compete (6–12 months), non-solicit (18 months), confidentiality/non-disparagement indefinite . |
| Clawback | SEC/Nasdaq compliant; plan-level detrimental conduct recovery . |
Board Service History, Committees, and Dual-Role Implications
- Service history: Director since Feb 2021; Chair of Sustainability Committee .
- Committee roles: Sustainability Committee Chair; other core committees (Audit, Compensation, Nominating) chaired by independent directors .
- Dual-role implications: CEO and Chairman roles combined; mitigations include Lead Independent Director (Pincus) and majority-independent board; nonetheless, family relationship (Lisa Prager) and extensive related-party arrangements warrant heightened oversight and robust independent committee function .
Investment Implications
- Alignment: 2024 equity awards introduced meaningful at-risk pay for the CEO tied to stock price hurdles; strong Say-on-Pay support suggests investor acceptance of design .
- Event-driven payouts: Discretionary bonuses linked to asset sale and financing highlight reliance on transactional execution vs. formulaic operating metrics; monitor persistence of this approach beyond 2024 .
- Related-party exposure: Significant services and leasing arrangements with entities controlled by Paul Prager (Beowulf E&D, Somerset/Riesling Power), including 20M share issuance and cash consideration, create potential conflicts and future liquidity overhang when share sale restrictions lapse; robust audit committee oversight is critical .
- Ownership and liquidity: CEO’s beneficial ownership across affiliated entities strengthens skin-in-the-game but may intensify selling pressure around restriction expirations; trading policy curbs speculative behaviors, but no explicit pledging disclosure is made in the proxy .
- Governance: Dual CEO/Chairman structure, family relationship on board, and late Section 16 filings point to governance risks that merit ongoing monitoring despite majority-independent board and independent committee leadership .
- Execution risk and upside: Rapid scaling (hashrate, capacity) and HPC/AI expansion with Core42 agreement provide tangible growth vectors; TSR and net loss trends underscore the need for sustained operational performance and disciplined capital allocation .