Steven Pincus
About Steven Pincus
Steven Pincus, age 66, has served as an independent director of TeraWulf Inc. since November 2021 and is the current Lead Independent Director. He brings 40+ years of risk management and broking experience, including senior leadership roles at Willis Towers Watson, AIG, Johnson & Higgins, and Aon, and holds a BSBA in economics from the University of Arizona. He retired from Willis Towers Watson in January 2024 after serving as Global Head of Broking for FINEX through August 2022 and later as Executive Vice President in Corporate Risk & Broking; his board tenure at WULF began in 2021 and continues into the present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willis Towers Watson | Executive Vice President, Corporate Risk & Broking; formerly Global Head of Broking, FINEX | Apr 2002–Jan 2024 (FINEX head through Aug 2022) | Led global broking for complex financial risks; deep energy/high‑tech sector expertise |
| AIG | Senior roles | Not disclosed | Insurance and risk advisory leadership foundation |
| Johnson & Higgins | Senior roles | Not disclosed | Corporate risk management and broking |
| Aon | Senior roles | Not disclosed | Capital markets and broking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Storefront Academy (Harlem, NY) | Board member (non‑profit, tuition‑free school) | Prior service; dates not disclosed | Education and community impact governance |
Board Governance
- Independence: The Board determined Pincus is independent under Nasdaq rules; he also serves as Lead Independent Director .
- Committee assignments:
- Audit Committee member (Chair: Walter Carter; members: Catherine Motz, Steven Pincus)
- Compensation Committee Chair (members: Steven Pincus, Michael Bucella, Catherine Motz)
- Board and committee attendance (2024 overall):
- Board: 9 meetings; 91% attendance overall
- Audit Committee: 17 meetings; 69% attendance overall
- Compensation Committee: 4 meetings; 100% attendance overall
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non‑employee director retainer |
| Lead Independent Director cash retainer | $25,000 | Additional cash retainer for Lead Independent Director |
| Committee chair cash retainer | $25,000 | Compensation Committee Chair fee (Audit Chair also $25k; Pincus chairs Compensation) |
| Cash fees earned (reported) | $110,000 | Matches retainer + lead independent + chair fees |
| Program changes effective Jan 1, 2025 | Cash retainer increases to $100,000 | Lead independent $25k and chair fees unchanged |
Performance Compensation
| Equity Element | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSUs (Director) | $90,000 | Vest on first anniversary of grant date | Standard non‑employee director equity |
| Additional RSUs (Lead Independent) | $25,000 | Vest on first anniversary of grant date | Granted to Lead Independent Director |
| Total RSU value granted FY2024 (reported) | $115,002 | As above | Pincus held 27,678 unvested RSUs as of Dec 31, 2024 |
- Clawbacks and detrimental conduct: Company maintains SEC/Nasdaq-compliant clawback policy, and the 2021 Plan authorizes recovery or forfeiture of equity (including time-based awards) for detrimental conduct and in restatement scenarios .
- Hedging/derivatives policy: Long-term hedging permitted with pre-clearance; no directors or officers had hedging transactions as of FY2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in proxy |
| Private/non-profit boards | The Storefront Academy, prior service |
| Interlocks | None noted; Compensation Committee interlocks disclosure states no interlocking relationships during 2024 |
| Family relationships | None reported for Pincus; note CEO Paul Prager’s sister (Lisa Prager) is a director |
Expertise & Qualifications
- 40+ years in risk management, broking, and corporate risk leadership with sector depth in energy and high‑tech .
- Executive experience in global insurance broking and financial lines (FINEX) .
- BSBA in economics (University of Arizona) .
Equity Ownership
| As-of Date | Common Shares | Series A Preferred (as-converted) | Total Beneficial Ownership | Shares Outstanding (Common) | Ownership % |
|---|---|---|---|---|---|
| Aug 25, 2025 | 329,268 | 6,924 | 336,192 | 407,944,157 | 0.082% (calc: 336,192 ÷ 407,944,157) |
| Mar 10, 2025 (annual meeting proxy context) | 301,590 | 6,591 | 308,181 | 383,619,511 | 0.080% (calc: 308,181 ÷ 383,619,511) |
- Unvested director RSUs: 27,678 as of Dec 31, 2024 .
- Pledging/hedging: No hedging transactions; pledging not disclosed .
Governance Assessment
- Strengths
- Lead Independent Director with chair role on Compensation Committee; clear governance responsibilities and independence status .
- Transparent director pay structure; alignment through time-based RSUs; additional equity recognizing lead independent responsibilities .
- Use of independent compensation consultants (Lyons Benenson & Company; Compensia) and active program benchmarking; 2024 Say‑on‑Pay approval 95.8%, indicating investor support for oversight of compensation .
- Watch items / red flags
- Late Section 16 Form 4 filings for several insiders/directors (including Pincus) attributed to administrative error—minor compliance lapse to monitor process controls .
- Extensive related‑party arrangements with entities controlled by CEO (Beowulf E&D services, Somerset lease, Riesling Power share transactions); while Audit Committee oversees related‑party reviews, continued vigilance is warranted; no direct involvement by Pincus disclosed .
- Board‑level Audit Committee overall attendance at 69% in 2024 suggests session load or scheduling challenges; individual attendance not disclosed .
Director Compensation (Detail)
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 110,000 |
| Stock Awards ($) | 115,002 |
| Total ($) | 225,002 |
Notes:
- 2024 non‑employee director compensation policy: cash retainer $60k; lead independent +$25k; committee chair +$25k; annual RSUs $90k (lead independent +$25k). Cash paid quarterly; RSUs vest after one year .
- Effective Jan 1, 2025: base cash retainer increases to $100k; annual RSUs increase to $200k; lead independent RSUs continue at +$25k .
Insider Trades
- Section 16(a) compliance note: Company disclosed late Form 4 filings (including for Steven Pincus) due to administrative error; no specific transaction details provided in proxy materials .
Compensation Committee Analysis
- Committee: Steven Pincus (Chair), Michael Bucella, Catherine Motz—each independent and non‑employee .
- Practices: Oversees CEO and executive compensation goals, incentive/equity plan design, employment agreements >$120k, indemnification/insurance matters, and retains compensation consultants .
- Consultants: Lyons Benenson & Company and Compensia engaged for executive compensation advisory; no other services in FY2024 .
- Peer benchmarking for executives: MARA, RIOT, CleanSpark, Cipher Mining, Stronghold Digital Mining (ongoing formal peer group work in 2025) .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 95.8% |
Related Party Transactions (Context for Board Oversight)
- Beowulf E&D services agreement (affiliated with CEO): annual fees and pass‑throughs; $15.8m paid in 2024; expected ~$18.0m base fees in 2025 plus pass‑throughs .
- Somerset (CEO‑controlled) Lake Mariner lease: 35‑year term from Oct 9, 2024; $12.0m cash + 20.0m shares paid to Riesling Power to terminate prior lease; lock‑up and resale terms; ~$0.7m expected 2025 lease payments .
- Audit Committee policy reviews related party transactions; chair or committee approval required; Pincus serves on Audit Committee .
Equity Plan & Clawbacks
- 2021 Omnibus Incentive Plan amended proposal in 2025 to add 45.0m shares, eliminate evergreen, add ISO capacity; governance safeguards include no repricing without shareholder approval, director annual limits, CIC protections, and clawbacks/detrimental conduct provisions .
Expertise & Qualifications
- Risk management, financial oversight, energy/high‑tech sector experience; deep broking and corporate risk leadership .
- Lead Independent Director experience supports board effectiveness and oversight of management .
Equity Ownership Alignment
- Beneficial ownership is modest (<0.1%); additional unvested RSUs provide ongoing alignment via equity vesting over time .
Attendance & Engagement
- All directors attended the 2024 annual meeting .
- Board overall attendance 91%; committee attendance varies; individual director attendance not disclosed .
Final Notes
- No director stock ownership guidelines for directors were disclosed; pledging not addressed; hedging discouraged and none executed by directors/officers as of FY2024 .
- No public company directorships for Pincus were disclosed; non‑profit service noted .