CoreWeave, Inc.

The Compensation Committee, other independent board members, our Chief Executive Officer (except with respect to his own compensation), our management team, external legal counsel, and the Compensation Committee’s independent advisor, Semler Brossy, provide valuable input and perspectives that are used to make executive compensation decisions. This approach allows us to leverage the diverse experience and expertise of these groups for determining compensation levels and the manner in which compensation is delivered to executive officers.

The Compensation Committee is responsible for establishing and reviewing compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our executive officers, including our Named Executive Officers.

During fiscal year 2025, our Compensation Committee, with the assistance of Semler Brossy, reviewed and determined our executive compensation, including base salaries, bonuses, and equity awards, to help ensure our compensation program aligned with stockholder interests and our long-term business and operational goals, and provided appropriate rewards and incentives for our executive officers. The Compensation Committee reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product, and competitive factors, as well as the succession planning objectives for our various executive officer positions.

In carrying out these responsibilities, the Compensation Committee evaluates our compensation policies and practices to ensure alignment with our executive compensation philosophy, considers developments in best compensation practices, assesses whether such policies and practices encourage excessive risk-taking, and reviews the performance of our Named Executive Officer when making compensation decisions.

The Compensation Committee also evaluates the performance of the independent compensation consultant; reviews, approves, and administers our incentive compensation plans; and reviews, administers, and recommends to our Board of Directors changes to our equity compensation plans, as necessary.

Our Chief Executive Officer provides recommendations to the Compensation Committee regarding annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for his direct reports, including those who are Named Executive Officers, based on his evaluation of their performance for the prior year and market data presented by our compensation advisor and internal compensation data. Our Chief Executive Officer does not have input into his own compensation.

The Compensation Committee reviews and discusses the Chief Executive Officer’s proposals with him and considers them as one factor in determining and approving the compensation of our Named Executive Officers. Our Chief Executive Officer also attends meetings of our Board and the Compensation Committee at which executive compensation matters are addressed, except during discussions involving his own compensation.

Members of our management team support the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters.

The Compensation Committee’s independent advisor, Semler Brossy, attends meetings at the request of the Compensation Committee, meets with the Compensation Committee in executive sessions, provides independent data and advice to support Compensation Committee discussions, and works directly with our Chief Executive Officer and with other members of our management team on behalf of the Compensation Committee to provide input into discussion topics and recommendations for the Compensation Committee.

During fiscal year 2025, the Compensation Committee reviewed the fees provided to Semler Brossy relative to Semler Brossy’s revenues, the services provided by Semler Brossy to the Compensation Committee, any relationships between Semler Brossy and its consultants and our executive officers, any stock ownership of CoreWeave by Semler Brossy, and other factors relating to Semler Brossy’s independence. Based on such review, the Compensation Committee concluded that Semler Brossy is independent within the meaning of the Listing Rules and that its engagement did not present any conflict of interest. The Compensation Committee has retained Semler Brossy to advise on our executive compensation programs and practices for the fiscal year ending December 31, 2026.