Khan is an executive director and co-founder with deep technology and infrastructure expertise directly relevant to TeraWulf's strategy; TSR performance far exceeds both the named peer group and the XLF ETF fallback benchmark, and no overboarding, attendance, or independence concerns are present.

Langlais is an executive director and Chief Strategy Officer with over 20 years of relevant M&A, financing, and power sector experience; strong TSR performance relative to peers and no attendance, overboarding, or independence concerns are identified.

Bucella is an independent director with relevant experience in digital assets and capital markets; attends all committee meetings, holds no excessive outside board seats, and the company's TSR outperformance during his tenure eliminates any performance-based concern.

Carter is an independent director serving as Audit Committee Chair and is designated as the audit committee financial expert; board attendance is approximately 94% overall and his committee attendance is strong, with no overboarding or TSR concerns given exceptional stock performance.

Fabiano joined in January 2024, placing her within the 24-month new-director exemption window from the TSR trigger; her operational expertise in digital infrastructure is directly relevant to TeraWulf's business, and no other flags apply.

Motz is an independent director serving on both the Audit and Nominating committees with 100% committee attendance; her legal and regulatory background is relevant to TeraWulf's complex operating environment, and no overboarding or performance concerns apply.

Pincus serves as Lead Independent Director and Compensation Committee Chair with 40+ years of energy and risk management experience; 100% committee attendance and no overboarding or TSR concerns given extraordinary stock outperformance.