CEO Adam Sullivan was paid $22,923,204 in fiscal year 2025, ↓ down 45.3% from fiscal year 2024, the 75th percentile of its disclosed peer group (SEC filing 0001193125-26-134857 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$22,923,204 ↓ Adam Sullivan total, FY2025 | 75th CEO pay percentile vs peers | 171:1 CEO-to-median pay ratio | 63.68% Say-on-pay support, latest vote |
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CORZ's next annual pay disclosure, estimated March 31, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Adam Sullivan | $815,769 | $0 | $20,005,674 | $0 | $2,062,500 | $0 | $39,261 | $22,923,204 |
| President and Chief Executive Officer | ||||||||
| James Nygaard | 450,000 | 0 | 8,000,000 | 0 | 1,200,000 | 0 | 30,354 | 9,680,354 |
| Executive Vice President, Chief Financial Officer | ||||||||
| Todd DuChene | 523,846 | 0 | 5,846,793 | 0 | 1,050,000 | 0 | 0 | 7,420,639 |
| Executive Vice President, Chief Legal and Administrative Officer | ||||||||
| Denise Sterling | 500,000 | 1,525,000 | 4,038,000 | 0 | 0 | 0 | 62,647 | 6,125,647 |
| Former Executive Vice President, Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Adam Sullivan | $22,923,204 | $41,938,321 | $890,791 | ↓ −19,015,117 |
| James Nygaard | 9,680,354 | — | — | — |
| Todd DuChene | 7,420,639 | 15,428,680 | 492,408 | ↓ −8,008,041 |
| Denise Sterling | 6,125,647 | 4,812,212 | 392,100 | ↑ +1,313,435 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses CORZ in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CORZ in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Adam Sullivan | CEO | $22,923,204 |
| James Nygaard | CFO | $9,680,354 |
| Todd DuChene | General Counsel | $7,420,639 |
| Denise Sterling | CFO | $6,125,647 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Elizabeth Crain | Independent Director | $576,566 |
| Eric Weiss | Independent Director | $401,969 |
| Jarrod Patten | Former director (through FY2025) | $92,500 |
| Jeff Booth | Independent Director | $401,969 |
| Jordan Levy | Chair of the Board | $445,407 |
| Todd Becker | Former director (through FY2025) | $62,500 |
| Yadin Rozov | Independent Director | $424,469 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Adam Sullivan | RSU | 2025-04-28 | — | — | 665,985 | — | $4,561,997 |
| Todd DuChene | PSU | 2025-04-28 | 64,891 | 129,781 | — | 389,343 | 4,513,783 |
| James Nygaard | RSU | 2025-03-19 | — | — | 819,672 | — | 8,000,000 |
| Adam Sullivan | PSU | 2025-04-28 | 222,020 | 444,039 | — | 1,332,117 | 15,443,676 |
| Todd DuChene | RSU | 2025-04-28 | — | — | 194,600 | — | 1,333,010 |
| Denise Sterling | RSU | 2025-11-07 | — | — | 200,000 | — | 4,038,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Adam Sullivan | $4,561,997 | $15,443,676 | $0 | 77.2% |
| Todd DuChene | 1,333,010 | 4,513,783 | 0 | 77.2% |
| James Nygaard | 8,000,000 | 0 | 0 | 0.0% |
| Denise Sterling | 4,038,000 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Adam Sullivan | RSU | 2,150,641 | — | $31,313,333 |
| Adam Sullivan | RSU | 1,332,117 | — | 29,029,790 |
| James Nygaard | RSU | 819,672 | — | 11,934,424 |
| Adam Sullivan | RSU | 665,985 | — | 9,696,742 |
| Todd DuChene | RSU | 389,343 | — | 8,484,649 |
| Todd DuChene | RSU | 501,817 | — | 7,306,456 |
| Todd DuChene | RSU | 30,000 | — | 436,800 |
| Adam Sullivan | RSU | 238,960 | — | 3,479,258 |
| Todd DuChene | RSU | 194,600 | — | 2,833,376 |
| Todd DuChene | RSU | 83,637 | — | 1,217,755 |
| Adam Sullivan | RSU | 79,654 | — | 1,146,221 |
| Todd DuChene | RSU | 27,879 | — | 401,179 |
| Denise Sterling | RSU | 25,000 | — | 364,000 |
| Denise Sterling | RSU | 2,000 | — | 29,120 |
The primary objective of the executive compensation program is to attract, retain, and motivate talented individuals while creating sustainable long-term value for stockholders, with a strong emphasis on a 'pay-for-performance' philosophy that links a substantial portion of total compensation to the achievement of pre-established financial, operational, and strategic goals.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensia, Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-12 | 138,785,477 | 79,166,695 | 2,168,439 | 63.68% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-12 | 63.68%a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 171 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $134,231 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Elizabeth CrainIndependent · Audit (Chair) · Newly elected | $76,563 | $500,003 | — | — | — | $576,566 |
| Jordan LevyIndependent · Board Chair · Nominating and Corporate Governance (Chair) · Not standing for re-election | 111,287 | 334,120 | — | — | — | 445,407 |
| Yadin RozovIndependent · Audit · Compensation (Chair) | 90,349 | 334,120 | — | — | — | 424,469 |
| Eric WeissIndependent · Compensation · Nominating and Corporate Governance | 67,849 | 334,120 | — | — | — | 401,969 |
| Jeff BoothIndependent · Audit · Compensation · Nominating and Corporate Governance | 67,849 | 334,120 | — | — | — | 401,969 |
| Jarrod PattenIndependent · Departed during FY | 92,500 | 0 | — | — | — | 92,500 |
| Todd BeckerIndependent · Departed during FY | 62,500 | 0 | — | — | — | 62,500 |
| Adam SullivanEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $125,000 |
|---|---|
| Annual equity retainer | $300,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 35,000 / 25,000 / 25,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $568,897 |
| Equity awards (grant-date value) | $1,836,483 |
| All other compensation | $0 |
| Total cost of the board | $2,405,380 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Core Scientific names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Core Scientific.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | CleanSpark | 2025 | S. Matthew Schultz | $862,917 | $37,098,637 | $0 | $0 | $44,901,507 |
| 2 | Okta | 2026 | Todd McKinnon | 595,233 | 35,684,266 | 0 | 561,719 | 36,843,718 |
| 3 | Mara Holdings | 2025 | Fred Thiel | 978,500 | 19,518,868 | 0 | 2,201,625 | 27,053,236 |
| 4 | Core Scientific | 2025 | Adam Sullivan | 815,769 | 20,005,674 | 0 | 2,062,500 | 22,923,204 |
| 5 | Intapp | 2026 | John Hall | 526,040 | 17,422,991 | 0 | 0 | 18,548,023 |
| 6 | VeriSign | 2025 | D. James Bidzos | 950,000 | 12,999,929 | 0 | 1,586,025 | 15,536,674 |
| 7 | Rambus | 2025 | Luc Seraphin | 726,250 | 7,898,072 | 0 | 869,652 | 9,507,546 |
| 8 | nCino | 2026 | Sean Desmond | 500,000 | 8,083,356 | 0 | 486,110 | 9,089,558 |
| 9 | Informatica | 2024 | Amit Walia | 1,000,000 | 6,712,160 | 0 | 891,800 | 8,611,892 |
| 10 | SolarWinds | 2023 | Sudhakar Ramakrishna | 750,000 | 6,772,653 | 0 | 1,035,000 | 8,570,853 |
| 11 | Zeta Global Holdings | 2025 | David Steinberg | 750,000 | 1,869,577 | 0 | 1,500,000 | 6,083,236 |
| 12 | DigitalOcean Holdings | 2025 | Padmanabhan Srinivasan | 600,000 | 0 | 0 | 588,000 | 1,210,795 |
| — | SentinelOne | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Core Scientific | not disclosed | PSU 67 · RSU 33 | not disclosed | Compensia, Inc. |
| CleanSpark | not disclosed | RSU 60 · PRSU 40 | No | Compensia Inc. |
| DigitalOcean Holdings | 98% | PSU 65 · RSU 35 | No | Compensia |
| Informatica | 48.7% | RSU 50 · PSU 50 | No | Compensia |
| Intapp | not disclosed | not disclosed | not disclosed | Alpine Rewards, LLC |
| Mara Holdings | not disclosed | PSU 67 · RSU 33 | Yes — Relative TSR | Compensia, Inc. |
| nCino | 97.2% | RSU 100 | not disclosed | Aon Human Capital Solutions |
| Okta | 98.7% | PSU 60 · RSU 40 | Yes — TSR relative to the TSR of the Index | Compensia |
| Rambus | 98.6% | PSU 60 · RSU 40 | Yes — TSR relative to SOX semiconductor index minus Equipment Companies | Farient Advisors LLC |
| SentinelOne | 96% | RSU 60 · PSU 40 | No | Aon |
| SolarWinds | 138% | PSU 50 · RSU 50 | No | Compensia |
| VeriSign | 111.3% | PSU 60 · RSU 40 | Yes — TSR of Verisign compared to the TSR of the S&P 500 Index | Frederic W. Cook & Co., Inc. |
| Zeta Global Holdings | 200% | not disclosed | No | FW Cook |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Adam Sullivan | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Summary Compensation Table”. As printed: 22,923,204. Filing ↗machine: r3 · c27 · span 570571–570581 |
| 2 | Section 01, James Nygaard | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Summary Compensation Table”. As printed: 9,680,354. Filing ↗machine: r7 · c27 · span 578706–578715 |
| 3 | Section 01, Todd DuChene | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Summary Compensation Table”. As printed: 7,420,639. Filing ↗machine: r11 · c27 · span 585197–585206 |
| 4 | Section 01, Denise Sterling | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Summary Compensation Table”. As printed: 6,125,647. Filing ↗machine: r15 · c27 · span 593374–593383 |
| 5 | Section 03, Adam Sullivan RSU | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 634896–634905 |
| 6 | Section 03, Todd DuChene PSU | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 648706–648715 |
| 7 | Section 03, James Nygaard RSU | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 642790–642799 |
| 8 | Section 03, Adam Sullivan PSU | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 630131–630141 |
| 9 | Section 03, Todd DuChene RSU | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 653470–653479 |
| 10 | Section 03, Denise Sterling RSU | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 658500–658509 |
| 11 | Section 07, pay ratio | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “CEO Pay Ratio”. As printed: 171 : 1. Filing ↗ |
| 12 | Section 08, Elizabeth Crain | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Director Compensation”. As printed: 576,566. Filing ↗machine: span 1039883–1039890 |
| 13 | Section 08, Jordan Levy | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Director Compensation”. As printed: 445,407. Filing ↗machine: span 1041777–1041784 |
| 14 | Section 08, Yadin Rozov | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Director Compensation”. As printed: 424,469. Filing ↗machine: span 1043670–1043677 |
| 15 | Section 08, Eric Weiss | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Director Compensation”. As printed: 401,969. Filing ↗machine: span 1045562–1045569 |
| 16 | Section 08, Jeff Booth | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Director Compensation”. As printed: 401,969. Filing ↗machine: span 1037983–1037990 |
| 17 | Section 08, Jarrod Patten | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Director Compensation”. As printed: 92,500. Filing ↗machine: span 1048538–1048544 |
| 18 | Section 08, Todd Becker | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Director Compensation”. As printed: 62,500. Filing ↗machine: span 1046603–1046609 |
| 19 | Section 08, Adam Sullivan | DEF 14A | 2026-03-31 | 0001193125-26-134857 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 20 | Section 06, 2026 vote | Form 8-K | 2026-05-15 | 0001839341-26-000002 | Item 5.07 · say-on-pay result. As reported: 63.68% (votes for as printed: 138,785,477). Filing ↗ |
| 21 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 22 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 23 | Section 09b board cost (computed) | Computed | — | — | Cash 568,897 + equity 1,836,483 + all other 0 = 2,405,380, summed across the director compensation table rows.machine: formula: Σ = 2,405,380 |
| 24 | CleanSpark, Section 10b CEO total | DEF 14A | 2026-01-22 | 0001193125-26-019447 | CEO total compensation as printed in CleanSpark's own proxy. As printed: 44,901,507. Filing ↗machine: r3 · c13 · span 1267847–1267857 |
| 25 | Okta, Section 10b CEO total | DEF 14A | 2026-05-07 | 0001660134-26-000036 | CEO total compensation as printed in Okta's own proxy. As printed: 36,843,718. Filing ↗machine: r2 · c18 · span 710081–710091 |
| 26 | Mara Holdings, Section 10b CEO total | DEF 14A | 2026-04-30 | 0001507605-26-000010 | CEO total compensation as printed in Mara Holdings's own proxy. As printed: 27,053,236. Filing ↗machine: span 1074218–1074228 |
| 27 | Core Scientific (subject), Section 10b CEO total | DEF 14A | 2026-03-31 | 0001193125-26-134857 | CEO total compensation as printed in Core Scientific's own proxy. As printed: 22,923,204. Filing ↗machine: r3 · c27 · span 570571–570581 |
| 28 | Intapp, Section 10b CEO total | DEF 14A | 2026-10-06 | 0001140361-26-038804 | CEO total compensation as printed in Intapp's own proxy. As printed: 18,548,023. Filing ↗machine: r2 · c18 · span 516318–516329 |
| 29 | VeriSign, Section 10b CEO total | DEF 14A | 2026-04-10 | 0001014473-26-000013 | CEO total compensation as printed in VeriSign's own proxy. As printed: 15,536,674. Filing ↗machine: r2 · c36 · span 615432–615442 |
| 30 | Rambus, Section 10b CEO total | DEF 14A | 2026-03-06 | 0001193125-26-096458 | CEO total compensation as printed in Rambus's own proxy. As printed: 9,507,546. Filing ↗machine: r2 · c25 · span 447500–447509 |
| 31 | nCino, Section 10b CEO total | DEF 14A | 2026-05-08 | 0001193125-26-214613 | CEO total compensation as printed in nCino's own proxy. As printed: 9,089,558. Filing ↗machine: t137 · r2 · c34 · span 465103–465112 |
| 32 | Informatica, Section 10b CEO total | DEF 14A | 2025-04-28 | 0001628280-25-020261 | CEO total compensation as printed in Informatica's own proxy. As printed: 8,611,892. Filing ↗machine: span 611068–611077 |
| 33 | SolarWinds, Section 10b CEO total | DEF 14A | 2024-04-11 | 0001739942-24-000048 | CEO total compensation as printed in SolarWinds's own proxy. As printed: 8,570,853. Filing ↗machine: r2 · c42 · span 659797–659806 |
| 34 | Zeta Global Holdings, Section 10b CEO total | DEF 14A | 2026-04-24 | 0001193125-26-177408 | CEO total compensation as printed in Zeta Global Holdings's own proxy. As printed: 6,083,236. Filing ↗machine: r2 · c7 · span 409554–409563 |
| 35 | DigitalOcean Holdings, Section 10b CEO total | DEF 14A | 2026-04-24 | 0001582961-26-000029 | CEO total compensation as printed in DigitalOcean Holdings's own proxy. As printed: 1,210,795. Filing ↗machine: r2 · c42 · span 468499–468508 |
| 36 | Section 10a, Informatica reciprocity | DEF 14A | — | 0001628280-25-020261 | Informatica's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 37 | Section 10a, SolarWinds reciprocity | DEF 14A | — | 0001739942-24-000048 | SolarWinds's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 38 | Section 10a, SentinelOne reciprocity | DEF 14A | — | 0001583708-26-000031 | SentinelOne's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 39 | Section 10a, Rambus reciprocity | DEF 14A | — | 0001193125-26-096458 | Rambus's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 40 | Section 10a, VeriSign reciprocity | DEF 14A | — | 0001014473-26-000013 | VeriSign's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 41 | Section 10a, Okta reciprocity | DEF 14A | — | 0001660134-26-000036 | Okta's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 42 | Section 10a, nCino reciprocity | DEF 14A | — | 0001193125-26-214613 | nCino's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 43 | Section 10a, Zeta Global Holdings reciprocity | DEF 14A | — | 0001193125-26-177408 | Zeta Global Holdings's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 44 | Section 10a, Intapp reciprocity | DEF 14A | — | 0001140361-26-038804 | Intapp's most recent proxy was read; its disclosed peer group does not include Core Scientific. Filing ↗ |
| 45 | Section 10a, CleanSpark reciprocity | DEF 14A | — | 0001193125-26-019447 | CleanSpark names Core Scientific in its own disclosed peer group (read from its most recent proxy). Filing ↗ |