Walter Carter
About Walter “Ted” Carter
Walter “Ted” Carter has served as an independent director of TeraWulf (WULF) since November 2021. He is currently President of The Ohio State University (appointed August 22, 2023) and previously served as President of the University of Nebraska (January 2020–2023) and Superintendent of the U.S. Naval Academy (2014–2019). The Board has designated Carter as an “audit committee financial expert,” and he chairs WULF’s Audit Committee and serves on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Naval Academy | Superintendent | Jul 2014–Jul 2019 | Led academy to Forbes No. 1 public school; ethics and leadership focus |
| U.S. Navy | Vice Admiral; Commander, Carrier Strike Group Twelve; Naval Flight Officer | 38-year career; 6,300+ flying hours; 2,016 carrier landings | Distinguished Flying Cross & Bronze Star; Top Gun graduate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Ohio State University | President | Aug 22, 2023–present | Appointed from leadership of Univ. of Nebraska |
| University of Nebraska | President | Jan 2020–2023 | Transitioned to OSU presidency in 2023 |
Board Governance
- Committee assignments (2024/2025): Audit Committee (Chair); Nominating & Corporate Governance Committee (Member). Board committees also include Compensation and Sustainability .
- Independence: Board determined Carter is independent under Nasdaq rules; he is WULF’s designated audit committee financial expert .
- Lead independent director: Steven Pincus .
- Board structure: CEO Paul Prager also serves as Chairman (combined roles) .
- Attendance (Board/Committees):
- 2023: Board held 16 meetings with 90% attendance; Audit 8 meetings with 95% attendance; Compensation 5 meetings with 100% attendance .
- 2024: Board held 9 meetings with 91% attendance; Audit 17 meetings with 69% attendance; Compensation 4 meetings with 100% attendance .
- Key Audit Committee oversight: Financial reporting, internal controls, risk assessment, related person transactions, and cybersecurity/information security oversight .
Committee Memberships (Current)
| Committee | Carter Role | Notes |
|---|---|---|
| Audit | Chair | “Audit committee financial expert”; independence confirmed |
| Nominating & Corporate Governance | Member | Governance policy oversight |
Attendance Context
| Year | Board Meetings (Attendance) | Audit Meetings (Attendance) | Compensation Meetings (Attendance) |
|---|---|---|---|
| 2023 | 16 (90%) | 8 (95%) | 5 (100%) |
| 2024 | 9 (91%) | 17 (69%) | 4 (100%) |
Note: Attendance rates shown are committee-wide/Board-wide, not individual director-level figures .
Fixed Compensation
Director Fee Structure
| Component | 2024 Policy | 2025 Policy (effective Jan 1, 2025) |
|---|---|---|
| Annual cash retainer | $60,000 | $100,000 |
| Lead independent director cash retainer (additional) | $25,000 | $25,000 |
| Committee chair cash retainers (additional) | Audit Chair: $25,000; Comp Chair: $25,000 | Same |
| Annual equity grant (RSUs; time-based) | $90,000; lead independent +$25,000 | $200,000; lead independent +$25,000 |
- Directors may elect to receive quarterly cash retainers in company stock; all directors elected stock in 2023 and 2024 (alignment signal) .
Carter – Reported Director Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 68,176 | 85,000 | 85,000 |
| Stock Awards ($) | 137,099 | 90,001 | 90,001 |
| Total ($) | 205,275 | 175,001 | 175,001 |
Performance Compensation
- Structure: Carter’s director equity is delivered as time-based RSUs vesting on the first anniversary of grant; no performance metrics apply to director equity grants .
- Unvested RSUs (as of Dec 31, 2024): 21,661 for Carter (same count for Motz, Bucella, and L. Prager); Pincus held 27,678 .
| Equity Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual RSU grant policy (value) | Transition/stub + annual; Carter’s stock awards totaled $137,099 | $90,000 policy; Carter grant $90,001 | $90,000 policy; Carter grant $90,001 |
| Vesting schedule | One-year cliff | One-year cliff | One-year cliff |
| Unvested RSUs at year-end | n/a | n/a | 21,661 (unvested) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed in WULF’s proxy materials for Carter . |
| Interlocks/overlaps | No interlocks with WULF competitors/suppliers/customers disclosed for Carter in the proxy excerpts reviewed . |
Expertise & Qualifications
- Audit committee financial expert; independence affirmed by Board .
- Deep leadership and risk oversight background; cybersecurity, risk management, and related-party oversight within Audit Committee charter .
- Distinguished military career with significant operational command and executive leadership experience (Forbes No. 1 public school achievement at USNA) .
Equity Ownership
| Date (Shares Outstanding) | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Feb 29, 2024 (298,589,910) | 199,049 | ~0.07% | Less than 1% as disclosed |
| Mar 19, 2025 (383,619,511) | 273,143 | ~0.07% | Less than 1% as disclosed |
| Aug 25, 2025 (407,944,157) | 294,804 | ~0.07% | Less than 1% as disclosed |
| Unvested RSUs (Dec 31, 2024) | 21,661 | — | Time-based RSUs; one-year vest |
- Cash retainer elections: All directors elected to receive 2023 and 2024 cash retainers in shares (alignment with shareholders) .
- Pledging/hedging: No pledging/hedging by Carter disclosed in the cited proxy excerpts .
Governance Assessment
-
Positives
- Independent director and designated audit committee financial expert; chairs Audit Committee with explicit oversight of financial reporting, internal controls, risk, and cybersecurity—key for investor confidence in a capital-intensive, technology-exposed business .
- Director compensation mix includes meaningful equity; all directors elected to take cash retainers in stock in 2023 and 2024, signaling alignment .
- Consistent committee leadership and service since 2021; continuity on Audit and Governance committees .
-
Watchpoints / Red Flags
- Audit Committee attendance in 2024 was 69% at the committee level (down from 95% in 2023). While not individual attendance, lower aggregate engagement on Audit is a governance risk signal given Carter’s chair role; investors may seek clarity on causes/remediation .
- Board chair/CEO roles are combined; mitigated by a lead independent director, but still a structural governance consideration for independence of oversight .
- Family relationship on the Board (Lisa Prager is CEO Paul Prager’s sister) introduces potential perception of conflicts; independence of key committees and Carter’s governance roles partially mitigate .
-
Compensation Structure Notes
- 2025 increases: Cash retainer rising from $60,000 to $100,000 and annual director RSUs from $90,000 to $200,000 (lead independent +$25,000 unchanged). This materially raises total director pay; investors may evaluate rationale vs. market benchmarks and WULF performance/scale .
-
Related-Party/Conflicts
- Audit Committee charter assigns related-person transaction oversight; no Carter-specific related-party transactions were identified in the proxy excerpts cited .
-
Attendance and Engagement
- Board attendance remained ~90–91% in 2023–2024; Compensation Committee maintained 100% attendance; Audit Committee attendance variability warrants monitoring given financial reporting risk profile .