DEF 14A of Cleanspark, Inc.
Filed Jan 22, 2026 · FY20250001193125-26-019447
Executive Compensation Highlights
| Name And Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | S. Matthew Schultz CEO & Chairman | 2025 | 862,917 | 5,533,333 | 37,098,637 | 1,406,620 | 44,901,507 | | Gary A. Vecchiarelli CFO & President | 2025 | 521,667 | 1,383,333 | 14,015,116 | 224,595 | 16,144,711 | | Scott E. Garrison CDO & EVP | 2025 | 554,167 | 900,000 | 10,155,762 | 33,905 | 11,643,834 | | Taylor Monnig CTO & COO | 2025 | 554,167 | 900,000 | 10,155,762 | 33,928 | 11,643,857 | | Zachary K. Bradford(4) Former CEO | 2025 | 1,766,855 | 4,916,333 | 17,407,888 | 24,663,920 | 48,754,996 |
How We Identify Director Nominees
How We Identify Director Nominees The Nominating Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board who are willing to continue in service are considered for re-nomination, but the Nominating Committee at all times seeks to balance the value of continued service by existing members of the Board with that of obtaining a new perspective. After assessing the skills and experience of the incumbent directors, the Nominating Committee identifies the desired skills and experience for any new nominee and then uses its network and external resources to solicit and compile a list of potential candidates. There are no arrangements or understandings between any of our directors, nominees for director, or officers and any other person pursuant to which any director, nominee director, or officer was or is to be selected as a director, nominee, or officer, as applicable. There currently are no legal proceedings, and during the past ten years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors or director nominees. There are no material proceedings to which any director, officer, affiliate, or owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associates of any such persons, is a party adverse to the Company or any of our subsidiaries, and none of such persons has a material interest adverse to the Company or any of its subsidiaries.
How We Identify Director Nominees
| 14 CleanSpark | 2026 Proxy Statement | PROPOSAL 1 — Election of Directors |
Nominees for Election
Nominees for Election
Nominees for Election
| Independent Age: 79 Director since 2019 Committees • Audit (chair) | Roger P. Beynon Owner, Beynon & Associates EXPERIENCE Roger P. Beynon is the owner of Beynon & Associates, a public accounting firm, where he provides accounting and tax services to businesses. Mr. Beynon is a Certified Public Accountant (CPA) and Certified Fraud Examiner (CFE) and is a past president of the Utah Association of CPAs. He was chairman of the board of directors of Transwest Credit Union until January 2025, when that entity merged with Utah Community Credit Union. Education • Bachelor’s degree in accounting with a minor in banking and finance, Weber State University. |
Nominees for Election
We believe that Ms. Cavaleri is qualified to serve on our Board because of her experience and knowledge in alternative investments and emerging technologies, the Bitcoin mining industry, and the policy and regulatory arenas.
Nominees for Election
| 18 CleanSpark | 2026 Proxy Statement | PROPOSAL 1 — Election of Directors |
Nominees for Election
| Independent Age: 37 Director since 2022 Committees • Nominating and Corporate Governance | Amanda Cavaleri Managing Director, Monolithic Tech EXPERIENCE Amanda Cavaleri has been the managing director of Monolithic Tech, the suceessor to Apres Tech, a global advisory firm within the Bitcoin ecosystem, since September 2019. Monolithic Tech serves clients ranging from global hedge and venture funds to financial services and mining firms. From October 2021 to November 2024, Ms. Cavaleri was the Chief Executive Officer of Digital Reserve Energy, a Wyoming-based company that developed Bitcoin mining sites, leveraging stranded energy. In 2021, she co-founded a structured equity fund management company, focusing on emerging markets. Ms. Cavaleri was Chief Marketing Officer and Vice President of Business Development of a privacy platform from August 2018 to March 2019. She was the managing director of an emerging technology advisory firm from 2013 to 2018. She is a former Innovation Fellow with AARP (2016-2017) and was a Thought Leader with Carnegie Mellon University & UPMC’s Quality of Life Technology Center (2014-2017). In 2021, she co-founded the Bitcoin Today Coalition, a 501(c)(4) entity dedicated to Bitcoin education and advocacy primarily in Washington, DC. Ms. Cavaleri serves on the board of directors of Gannett Trust Company, the first Bitcoin-native trust company. She also serves on the board of directors of the Jackson Hole International Film Festival. She coauthored Bitcoin and the American Dream: The New Monetary Technology Transcending our Political Divide (2021). Education • Master of Science in Technology Commercialization, the University of Texas at Austin’s McCombs School of Business • Bachelor of Science, Regis University |
Nominees for Election
We believe that Mr. McNeill is qualified to serve on our Board because of his extensive experience and knowledge in business management and finance, including market research, real estate, strategic advisory services, and business law.
Nominees for Election
| PROPOSAL 1 — Election of Directors | CleanSpark | 2026 Proxy Statement 19 |
Nominees for Election
| Lead Independent Director Age: 84 Director since 2015 Committees • Audit • Compensation • Nominating and Corporate Governance | Larry McNeill Retired Senior Vice President of Corporate Development, Smith’s Food and Drug Stores EXPERIENCE Larry McNeill’s diverse business background includes roles in real estate, finance, research, law, management, and business strategies. He was Director of the Consumer, Sales, and Store Location research departments of Safeway Grocery Stores, Inc. (“Safeway”), where he was responsible for the expansion of Safeway in Europe, Australia, and Canada from 1970 to 1975. Prior to that, Mr. McNeill served as Director of Market Research for A&P, where he was responsible for the company’s expansion into Saudi Arabia. He was an executive officer of Smith’s Food and Drug Stores for 17 years, most recently as Senior Vice President of Corporate Development. Mr. McNeill retired from Smith’s Food and Drug Stores in 1996 after its merger with Fred Meyer was completed. Mr. McNeill served as the Chairman of the CleanSpark Board of Directors from September 2017 through October 2019. Education • Bachelor’s degree in business administration, economics, and Russian language, Minnesota State University • M.B.A., Armstrong University • Mr. McNeill has completed course work towards his PhD in business management |
Nominees for Election
We believe that Mr. Schultz is qualified to serve on our Board because of his experience and knowledge in public company reporting and finance, the energy sector, and market development.
Nominees for Election
| 20 CleanSpark | 2026 Proxy Statement | PROPOSAL 1 — Election of Directors |
Nominees for Election
| Chairman Age: 56 Director since 2014 Committees • None | S. Matthew Schultz Co-founder and CEO, CleanSpark EXPERIENCE Matt Schultz is the co-founder, Chairman, and CEO of CleanSpark. Since co-founding CleanSpark in 2014, he served as a director and CEO until October 2019, when he transitioned to the role of Executive Chairman. Mr. Schultz resumed his position as CEO in August 2025. During his initial tenure as CEO, Mr. Schultz led CleanSpark as an alternative energy generator focused on converting biomass into energy using patented gasifier technology. He then led the expansion of CleanSpark in the renewable energy sector. CleanSpark’s activity in that sector included developing and deploying critical software that supported distributed energy systems, including mission-critical infrastructure and demand response programs, in support of commercial and government programs—most notably at Camp Pendleton. In partnership with CleanSpark’s management team, Mr. Schultz has assisted in raising over $2 billion dollars in capital to facilitate the pivot to Bitcoin mining. His leadership has been instrumental in making CleanSpark one of the most recognizable Bitcoin mining companies in North America. |
Nominees for Election
We believe that Dr. Wood is qualified to serve on our Board because of his experience and knowledge in engineering, strategic planning, operations, and logistics, derived in part from his military background.
Nominees for Election
| PROPOSAL 1 — Election of Directors | CleanSpark | 2026 Proxy Statement 21 |
Nominees for Election
| Independent Age: 60 Director since 2019 Committees • Audit • Compensation (chair) • Nominations and Corporate Governance (chair) | Dr. Thomas L. Wood Deputy Director of Operations, U.S. Pacific Fleet EXPERIENCE Dr. Thomas L. Wood has over 40 years of experience across diverse fields including national security strategy, strategic planning, military operations, national policy development and implementation, engineering and construction management, defense acquisition, budgeting and programming, and large project management. Dr. Wood previously served in the U.S. Navy from 1985 to 2006, rising to the role of Deputy Director of Operations for the Naval Facilities Engineering Command - Pacific, where he oversaw the execution of nearly $1 billion annually in construction and services contracts through nine field offices across the Pacific. After leaving the Navy, Dr. Wood served as a Subject Matter Expert supporting the U.S. Pacific Command Joint Interagency Coordination Group for Counter-Terrorism as a Senior Military Analyst and continued as a civil servant in senior roles thereafter, including Deputy Director of Operations and later, Director, Commander’s Action Group, for Joint Interagency Task Force West; Deputy Director for Nuclear Weapons and Strategic Forces, Submarine Force, U.S. Pacific Fleet from April 2018 to April 2024; and Deputy Director of Operations, U.S. Pacific Fleet from April 2024 to present. Dr. Wood is a licensed Professional Engineer, and a co-inventor on two issued U.S. patents. He is a contributing author to the Bitcoin Today Coalition’s book, “National Security in the Digital Age”, as the author of a chapter on Illicit Finance and Money Laundering, and a contributing author to “The New Face of Transnational Crime Organizations (TCOs): A Geopolitical Perspective and Implications for National Security” published by the Office of the Secretary of Defense and the Joint Staff, March 2013. Education • Bachelor’s degree in civil engineering, Union College • Master’s degree in civil engineering, the University of Maryland, College Park • Doctor of business administration degree, Argosy University, Honolulu |
Nominees for Election
| 22 CleanSpark | 2026 Proxy Statement | Board Matters and Corporate Governance |
Nominees for Election
Board Matters and Corporate Governance
Communications With Our Board of Directors
| 30 CleanSpark | 2026 Proxy Statement | Director Compensation |
DIRECTOR COMPENSATION*
DIRECTOR COMPENSATION*
DIRECTOR COMPENSATION*
| Name | Fees Earned Or Paid In Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Larry McNeill | 190,000 | 452,210 | 642,210 | | Roger P. Beynon | 145,000 | 452,210 | 597,210 | | Dr. Thomas L. Wood | 185,000 | 452,210 | 637,210 | | Amanda Cavaleri | 135,000 | 452,210 | 587,210 |
DIRECTOR COMPENSATION*
* Columns (d), (e), (f), and (g) required under item 402(k) of Regulation S-K have been omitted from this table as they are not applicable. (1) Includes 14,706 RSUs, valued at $152,207 per ASC 718, which were granted on September 12, 2025 but relate to the 2026 fiscal year. 23,239 RSUs were unvested and outstanding as of September 30, 2025.
DIRECTOR COMPENSATION*
| Information About Our Named Executive Officers | CleanSpark | 2026 Proxy Statement 31 |
DIRECTOR COMPENSATION*
Information About Our Named Executive Officers Set forth below are brief descriptions of the background and business experience of our current NEOs other than Mr. Schultz. Mr. Schultz’s biography appears on page 20.
DIRECTOR COMPENSATION*
| Age: 48 Joined CleanSpark in 2021 President & CFO since September 2025 CFO since 2021 | Gary A. Vecchiarelli Chief Financial Officer and President EXPERIENCE Mr. Vecchiarelli brings more than two decades of experience across finance and accounting roles to CleanSpark. He has guided CleanSpark through numerous acquisitions, equity capital raises, and strategic debt financings. His financial leadership has been instrumental in building CleanSpark’s strong balance sheet enabling it to become one of the largest corporate holders of Bitcoin. Before joining CleanSpark, Mr. Vecchiarelli held senior positions with multiple publicly traded, high-growth companies: • Manager, BDO USA LLP’s Las Vegas audit practice, 2008 to 2011 • Led finance operations for Galaxy Gaming, Inc. (OTC: GLXZ), 2012 to 2016 • Led finance operations for Golden Entertainment, Inc. (NASDAQ: GDEN), 2017 to 2019 • Chief Financial Officer for Imatrex, Inc., a high-tech medical imaging solutions company, 2019 to 2021. Mr. Vecchiarelli is a CPA with active licenses in the states of California and Nevada. Mr. Vecchiarelli has served on the board of directors for the Las Vegas Chapter of Financial Executives International since 2014 and was President of the chapter from 2016 to 2017. He has been a member of the board of directors for Coral Academies of Las Vegas, one of the top charter school systems in the state of Nevada, since 2018. In December 2025, Mr. Vecchiarelli was elected to the board of directors for Skillz Inc. (NYSE:SKLZ), an online video game competition platform. Education • Bachelor’s degree in business administration with a concentration in accounting, California State University at San Jose |
DIRECTOR COMPENSATION*
| 32 CleanSpark | 2026 Proxy Statement | Information About Our Named Executive Officers |
DIRECTOR COMPENSATION*
| Age: 60 Joined CleanSpark in 2020 Chief Development Officer since September 2025 Chief Operating Officer from May 2024 to September 2025 Senior Vice President of Growth from 2020 to May 2024 | Scott E. Garrison Chief Development Officer and Executive Vice President EXPERIENCE Mr. Garrison spearheaded CleanSpark’s scaled mining data center deployments across the country and has led the development or optimization of more than 700 MW of infrastructure. He brings over 30 years of experience developing systems and infrastructure for technology, software, hospitality, gaming, and media businesses. He founded Linq360 (now Archetype Data) and The Integration Center—companies that deliver technology solutions to businesses around the world. He also partnered and consulted with renowned companies including HP, Verizon, Microsoft, and Samsung. His expertise has made CleanSpark a leader in sourcing energy, supply chain management, construction management, and the deployment of best-in-class Bitcoin mining facilities. Affiliations • Class A Member, Professional Golfers’ Association (PGA) of America |
DIRECTOR COMPENSATION*
| Information About Our Named Executive Officers | CleanSpark | 2026 Proxy Statement 33 |
DIRECTOR COMPENSATION*
| Age: 33 Joined CleanSpark in 2022 Chief Operating Officer since September 2025 Chief Technology Officer since May 2024 Senior Vice President of Mining Technology from 2022 to 2024 | Taylor Monnig Chief Technology Officer and Chief Operating Officer EXPERIENCE Mr. Monnig leads the hardware and software technology teams that support operations across all mining data centers. Additionally, he spearheads the design work required for all future growth deployments, making his team critical to CleanSpark’s continued scaling efforts. His tenure at CleanSpark has resulted in sustained industry leading uptime, datacenter efficiency, and continuous improvement across all mining processes. Before joining CleanSpark, Mr. Monnig founded TMGCore, a specialist in single-and two-phase liquid immersion cooling technology for data centers with high-density computing requirements, and served as its chief operating officer from 2018 to August 2022. In that role, he worked to develop and commercialize cooling technologies for HPC and Bitcoin mining. Education • Bachelor’s degree in mass communications, Arizona State University |
DIRECTOR COMPENSATION*
| 34 CleanSpark | 2026 Proxy Statement | Compensation Discussion and Analysis |
DIRECTOR COMPENSATION*
Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) discusses our compensation philosophy and explains how our executive compensation program is structured to advance our goal of aligning our executives’ compensation with the long-term interests of CleanSpark’s stockholders. We also explain how the Compensation Committee determined compensation for our NEOs and the Compensation Committee’s rationale for specific pay decisions. Our NEOs for fiscal year 2025 were:
DIRECTOR COMPENSATION*
| Name | Age | Position(s) | | S. Matthew Schultz(1) | 56 | Chief Executive Officer, Chairman of the Board | | Gary A. Vecchiarelli(2) | 48 | Chief Financial Officer, President | | Scott E. Garrison(3) | 60 | Chief Development Officer, Executive Vice President | | Taylor Monnig(4) | 33 | Chief Technology Officer, Chief Operating Officer | | Zachary K. Bradford(5) | 39 | Former Chief Executive Officer, President, and Director |
DIRECTOR COMPENSATION*
(1) Mr. Schultz was appointed as our Chief Executive Officer effective August 10, 2025. (2) Mr. Vecchiarelli was appointed as our President effective September 4, 2025. (3) Mr. Garrison was appointed as our Chief Development Officer and Executive Vice President effective September 4, 2025. (4) Mr. Monnig was appointed as our Chief Operating Officer effective September 4, 2025. (5) Mr. Bradford resigned as our President and Chief Executive Officer on August 10, 2025. For more information about our NEOs, please see “Information About our Named Executive Officers” on page 31.
Summary Compensation Table
Summary Compensation Table
SUMMARY COMPENSATION TABLE*
SUMMARY COMPENSATION TABLE* The following table provides information concerning all compensation awarded to, earned by, or paid to our former or current named executive officers for the fiscal years ended September 30, 2025, 2024 and 2023.
SUMMARY COMPENSATION TABLE*
| Name And Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | S. Matthew Schultz | 2025 | 862,917 | 5,533,333 | 37,098,637 | 1,406,620(4) | 44,901,507 | | CEO & Chairman | 2024 | 720,000 | 8,664,666 | 3,834,005 | 679,250 | 13,897,921 | | | 2023 | 540,000 | 2,340,000 | 3,080,700 | 318,038 | 6,278,738 | | Gary A. Vecchiarelli | 2025 | 521,667 | 1,383,333 | 14,015,116 | 224,595(5) | 16,144,711 | | CFO & President | 2024 | 425,000 | 1,191,666 | 300,001 | 104,867 | 2,021,534 | | | 2023 | 400,000 | 400,000 | 2,282,000 | 49,233 | 3,131,233 | | Scott E. Garrison | 2025 | 554,167 | 900,000 | 10,155,762 | 33,905(7) | 11,643,834 | | CDO & EVP(6) | 2024 | 299,091 | 485,000 | 2,153,998 | — | 2,938,089 | | Taylor Monnig | 2025 | 554,167 | 900,000 | 10,155,762 | 33,928(8) | 11,643,857 | | CTO/COO(6) | 2024 | 299,091 | 435,000 | 1,754,003 | — | 2,488,094 | | Zachary K. Bradford | 2025 | 1,766,855 | 4,916,333 | 17,407,888 | 24,663,920(10) | 48,754,996 | | Former CEO & President(9) | 2024 | 800,000 | 8,886,666 | 5,000,001 | 754,915 | 15,441,582 | | | 2023 | 600,000 | 2,600,000 | 3,423,000 | 352,812 | 6,975,812 |
SUMMARY COMPENSATION TABLE*
* Columns (f), (g), and (h) required under Item 402(c) of Regulation S-K have been omitted from this table as they are not applicable. (1) Amounts shown represent two tiers of bonuses: (i) discretionary bonuses as generally described under the executives’ respective employment agreements and earned based on goals approved by the Compensation Committee, and (ii) incentive-based non-equity payments for meeting certain growth and performance targets under specified performance measures while also meeting or exceeding efficiency targets. (2) Amounts shown represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718. For a discussion of the assumptions made in the valuations reflected in these columns, see Note 14 to the Consolidated Financial Statements contained in the Annual Report. (3) Amounts shown include compensation paid in Bitcoin and certain taxes paid by CleanSpark on behalf of the executives, in each case in accordance with the executives’ respective employment agreements. The value included in the table represents the Bitcoin price on the date of the issuance of the Bitcoin. (4) Amount includes $1,361,861 in Bitcoin payments, inclusive of related tax, and $24,410 in personal use of the company aircraft. (5) Amount includes $224,595 in Bitcoin payments, inclusive of related tax. (6) Mr. Garrison and Mr. Monnig became NEOs on May 7, 2024, and were not NEOs during the fiscal year ended September 30, 2023. The compensation earned in 2024 relates to service both before and after their May 7, 2024, appointments as NEOs. (7) Amount includes $33,905 in Bitcoin payments, inclusive of related tax. (8) Amount includes $33,928 in Bitcoin payments, inclusive of related tax. (9) Mr. Bradford departed CleanSpark on August 10, 2025. Amount includes $2,855,225 in Bitcoin payments, inclusive of related tax, $62,224 of personal use of the company aircraft, and $21,746,909 of other payments in accordance with the terms of Mr. Bradford’s Separation Agreement. For detailed information, see “Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table.”
SUMMARY COMPENSATION TABLE*
| 46 CleanSpark | 2026 Proxy Statement | Executive Compensation |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table summarizes grants of plan-based awards granted to our NEOs during the fiscal year ended September 30, 2025. This information supplements the information about these awards set forth in the foregoing Summary Compensation Table.
Grants of Plan-Based Awards
| | | | All Other Stock Awards: Number of Shares of | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Type of Award | Stock or Units (#) | Awards ($) | | S. Matthew Schultz | 9/4/2025(1) | RSU | 1,729,000 | 15,699,320 | | | 9/4/2025(2) | RSU | 627,753 | 5,699,997 | | | 9/4/2025(3) | RSU | 1,729,000 | 15,699,320 | | Gary A. Vecchiarelli | 9/4/2025(1) | RSU | 557,000 | 5,057,560 | | | 9/4/2025(2) | RSU | 429,515 | 3,899,996 | | | 9/4/2025(3) | RSU | 557,000 | 5,057,560 | | Scott E. Garrison | 9/4/2025(1) | RSU | 361,000 | 3,277,880 | | | 9/4/2025(2) | RSU | 396,476 | 3,600,002 | | | 9/4/2025(3) | RSU | 361,000 | 3,277,880 | | Taylor Monnig | 9/4/2025(1) | RSU | 361,000 | 3,277,880 | | | 9/4/2025(2) | RSU | 396,476 | 3,600,002 | | | 9/4/2025(3) | RSU | 361,000 | 3,277,880 | | Zachary K. Bradford(4) | 8/10/2025(5) | RSU | 1,728,688 | 17,407,888 |
Grants of Plan-Based Awards
* Columns (c), (d), (e), (f), (g), (h), (j), and (k) required under Item 402(d) of Regulation S-K have been omitted from this table as they are not applicable. (1) Time-based RSU awards granted on September 4, 2025, vesting in three equal annual installments on September 4, 2026, September 4, 2027, and September 4, 2028, subject to continued service to the Company through each vesting date. These RSUs were deemed under ASC 718 to have a fair value of $9.08 per RSU. (2) Performance-based RSU awards granted on September 4, 2025, with 25% of the RSUs vesting immediately, and the remainder vesting in six equal semi-annual installments on February 13, 2026, September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028, subject to continued service to the Company through each vesting date. These RSUs were deemed under ASC 718 to have a fair value of $9.08 per RSU. (3) Time-based RSU awards granted on September 4, 2025, vesting in three equal annual installments on September 4, 2026, September 4, 2027, and September 4, 2028, subject to continued service to the Company through each vesting date. These RSUs were deemed under ASC 718 to have a fair value of $9.08 per RSU. (4) Mr. Bradford departed CleanSpark on August 10, 2025. Time-based RSU awards granted on August 10, 2025, with 864,344 RSUs vesting immediately, and the remaining 864,344 RSUs vesting in two equal installments on each of the first two anniversaries of the August 10, 2025, subject to compliance with the terms of Mr. Bradford’s Separation Agreement, as more fully described below in “Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table.”
Grants of Plan-Based Awards
| Executive Compensation | CleanSpark | 2026 Proxy Statement 47 |
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table Each NEO has an employment agreement that generally provides for a base salary, a discretionary bonus (often contingent on performance metrics or operational targets), and equity awards (a mix of performance-based and time-based restricted stock units or options). Pursuant to their employment agreements, each NEO also receives monthly Bitcoin payments that are subject to automatic termination if CleanSpark ceases mining Bitcoin. In addition, certain NEOs received signing or retention bonuses (repayable if the executive resigns within a specified timeframe), and their salary and bonus levels may be increased by amendment to reflect company objectives or performance achievements. The principal terms of the employment agreements and arrangements with our NEOs are set forth below. S. Matthew Schultz – On September 4, 2025, we entered into an employment agreement with S. Matthew Schultz (the “Schultz Employment Agreement”) under which he serves as our Executive Chairman and Chief Executive Officer, reporting to our Board. Mr. Schultz receives a $950,000 annual base salary (subject to Board review) and 1.2 BTC per month (payable in arrears, adjusted for halving, and discontinued if we cease mining). He is eligible for an annual discretionary bonus targeted at 200% of base salary and participates in our equity plan, including an initial RSU grant equal to six times base salary that vests in three equal annual installments, subject to continued employment. He is also eligible for standard benefits and expense reimbursement. The employment period began on September 4, 2025 and continues until terminated by either party, including upon death, disability, by us for or without Cause (as defined in the Schultz Employment Agreement), by Mr. Schultz for Good Reason (as defined in the Schultz Employment Agreement), or by Mr. Schultz without Good Reason on 30 days’ notice. If terminated by us without Cause or by Mr. Schultz for Good Reason, and subject to a timely, effective release, he is entitled to 12 months of base salary paid over 12 months, a lump-sum target bonus, a COBRA subsidy for up to 12 months, and specified equity vesting (including vesting of time-based awards scheduled within 12 months and performance awards eligible for up to 12 months), with additional acceleration for qualifying separations from 90 days before to 12 months after certain transactions. Mr. Schultz is subject to confidentiality and IP assignment obligations, a 12‑month post‑termination non‑competition covenant covering the United States and other countries where we do or plan to do business, a two‑year non‑solicitation covenant, and a non‑disparagement covenant, each subject to customary whistleblower and legally required disclosure protections. Gary A. Vecchiarelli – On September 4, 2025, we entered into an employment agreement with Gary A. Vecchiarelli (the “Vecchiarelli Employment Agreement”) under which he serves as our President and Chief Financial Officer, reporting to our Chief Executive Officer. Mr. Vecchiarelli receives a $650,000 annual base salary (subject to Board review) and a monthly Bitcoin payment equal to his pro rata share of a 1.247 BTC pool (payable in arrears, adjusted for halving, allocated based on his monthly base salary relative to other pool participants as approved by the Board, and discontinued if we cease mining). He is eligible for an annual discretionary bonus targeted at 150% of base salary and participates in our equity plan, including an initial RSU grant equal to six times base salary that vests in three equal annual installments, subject to continued employment. He is also eligible for standard benefits and expense reimbursement. The employment period began on September 4, 2025 and continues until terminated by either party, including upon death, disability, by us for or without Cause (as defined in the Vecchiarelli Employment Agreement), by Mr. Vecchiarelli for Good Reason (as defined in the Vecchiarelli Employment Agreement), or by Mr. Vecchiarelli without Good Reason on 30 days’ notice. If terminated by us without Cause or by Mr. Vecchiarelli for Good Reason, and subject to a timely, effective release, he is entitled to 12 months of base salary paid over 12 months, a lump-sum target bonus, a Company COBRA subsidy for up to 12 months, and specified equity vesting (including vesting of time-based awards scheduled within 12 months and performance awards eligible for up to 12 months), with additional acceleration for qualifying separations from 90 days before to 12 months after a Company transaction. Mr. Vecchiarelli is subject to confidentiality and IP assignment obligations, a 12‑month post‑termination non‑competition covenant covering the United States and other countries where we do or plan to do business (including server centers and cryptocurrency mining), a two‑year non‑solicitation covenant, and a non‑disparagement covenant, each subject to customary whistleblower and legally required disclosure protections.
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
| 48 CleanSpark | 2026 Proxy Statement | Executive Compensation |
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
Scott E. Garrison – On September 4, 2025, we entered into an employment agreement with Scott E. Garrison (the “Garrison Employment Agreement”) under which he serves as our Executive Vice President and Chief Development Officer, reporting to our Chief Executive Officer. Mr. Garrison receives a $600,000 annual base salary (subject to Board review) and a monthly Bitcoin payment equal to his pro rata share of a 1.247 BTC pool (payable in arrears, adjusted for halving, allocated based on his monthly base salary relative to other pool participants as approved by the Board, and discontinued if we cease mining). He is eligible for an annual discretionary bonus targeted at 150% of base salary and participates in our equity plan, including an initial RSU grant equal to six times base salary that vests in three equal annual installments, subject to continued employment. He is also eligible for standard benefits and expense reimbursement. The employment period began on September 4, 2025 and continues until terminated by either party, including upon death, disability, by us for or without Cause (as defined in the Garrison Employment Agreement), by Mr. Garrison for Good Reason (as defined in the Garrison Employment Agreement), or by Mr. Garrison without Good Reason on 30 days’ notice. If terminated by us without Cause or by Mr. Garrison for Good Reason, and subject to a timely, effective release, he is entitled to 12 months of base salary paid over 12 months, a lump-sum target bonus, a Company COBRA subsidy for up to 12 months, and specified equity vesting (including vesting of time-based awards scheduled within 12 months and performance awards eligible for up to 12 months), with additional acceleration for qualifying separations from 90 days before to 12 months after a Company transaction. Mr. Garrison is subject to confidentiality and IP assignment obligations, a 12‑month post‑termination non‑competition covenant covering the United States and other countries where we do or plan to do business (including server centers and cryptocurrency mining), a two‑year non‑solicitation covenant, and a non‑disparagement covenant, each subject to customary whistleblower and legally required disclosure protections. Taylor Monnig - On September 4, 2025, we entered into an employment agreement with Taylor Monnig (the “Monnig Employment Agreement”) under which he serves as our Chief Technology Officer and Chief Operating Officer, reporting to our Chief Executive Officer. Mr. Monnig receives a $600,000 annual base salary (subject to Board review) and a monthly Bitcoin payment equal to his pro rata share of a 1.247 BTC pool (payable in arrears, adjusted for halving, allocated based on his monthly base salary relative to other pool participants as approved by the Board, and discontinued if we cease mining). He is eligible for an annual discretionary bonus targeted at 150% of base salary and participates in our equity plan, including an initial RSU grant equal to six times base salary that vests in three equal annual installments, subject to continued employment. He is also eligible for standard benefits and expense reimbursement. The employment period began on September 4, 2025 and continues until terminated by either party, including upon death, disability, by us for or without Cause (as defined in the Monnig Employment Agreement), by Mr. Monnig for Good Reason (as defined in the Monnig Employment Agreement), or by Mr. Monnig without Good Reason on 30 days’ notice. If terminated by us without Cause or by Mr. Monnig for Good Reason, and subject to a timely, effective release, he is entitled to 12 months of base salary paid over 12 months, a lump-sum target bonus, a Company COBRA subsidy for up to 12 months, and specified equity vesting (including full vesting of unvested time-based awards granted on or before the agreement date, vesting of time-based awards scheduled within 12 months thereafter, and performance awards eligible to vest for up to 12 months), with additional acceleration for qualifying separations from 90 days before to 12 months after a Company transaction. Mr. Monnig is subject to confidentiality and IP assignment obligations, a 12‑month post‑termination non‑competition covenant covering the United States and other countries where we do or plan to do business (including server centers and cryptocurrency mining), a two‑year non‑solicitation covenant, and a non‑disparagement covenant, each subject to customary whistleblower and legally required disclosure protections. Zachary K. Bradford – On October 26, 2020, we entered into an employment agreement with Zachary Bradford (the “Bradford Employment Agreement”) to serve as our Chief Executive Officer. His most recent compensation (i.e., immediately prior to the Transition Date (as defined below) included a $950,000 annual base salary, a discretionary annual bonus, and 1.2 BTC per month (payable while employed and while we mine BTC). He also received time-based RSUs and PSUs, with vesting generally contingent on continued employment. He was eligible for standard benefits, paid time off, expense reimbursement, and indemnification. The agreement permitted termination upon death, Disability, for Cause (as defined in the Bradford Employment Agreement), resignation, or without Cause, with severance and accelerated vesting for qualifying terminations as specified.
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
| Executive Compensation | CleanSpark | 2026 Proxy Statement 49 |
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
On August 10, 2025, in connection with Mr. Bradford’s resignation as CEO of CleanSpark, the Board approved, and CleanSpark entered into, a Separation and General Release Agreement with Mr. Bradford (the “Separation Agreement”), effective as of August 10, 2025 (the “Transition Date”). Under the terms of the Separation Agreement, the Company agreed to, among other things, pay Mr. Bradford (i) $950,000, representing twelve months’ base salary, payable in installments in accordance with the Company’s usual payroll practices over a twelve-month period, (ii) 14.4 Bitcoin, payable in installments over a twelve-month period, (iii) $1,583,000, which amount represents a prorated portion of Mr. Bradford’s bonus for 2025, and (iv) approximately $91,000 in respect of accrued paid time off. Pursuant to the Separation Agreement, (i) Mr. Bradford’s stock options relating to 500,000 shares of the Company’s common stock and RSUs relating to 717,665 shares of common stock immediately became vested and exercisable (in the case of stock options) or settled (in the case of RSUs), as applicable and (ii) the Company agreed to grant Mr. Bradford an additional 1,728,688 RSUs, with 864,344 RSUs vesting on the Transition Date, and the remaining 864,344 RSUs vesting in two equal installments on each of the first two anniversaries of the Transition Date, subject to compliance with the terms of the Separation Agreement. In addition, pursuant to the Separation Agreement, Mr. Bradford also received $50,000 in a lump sum for continued security protection following the Transition Date and will receive subsidized COBRA insurance premiums (with the Company providing the same monthly subsidy it provides to active employees, such that Mr. Bradford’s share of the applicable COBRA premium will remain the same as that paid by active executive employees) until the earliest of (a) 12 months following the Transition Date and (b) the date Mr. Bradford is no longer eligible for COBRA coverage or becomes eligible for health coverage under another employer’s health plan.
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
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Outstanding Equity Awards
Outstanding Equity Awards The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards held by each NEO as of September 30, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END*
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END*
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END*
| | Option Awards | | | | Stock Awards | | | Name | Number Of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexcercisable | Option Exercise Price ($) | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested (#) | Market Value Shares Or Units Of Stock That Have Not Vested ($) | | S. Matthew Schultz | 400,000 | — | 23.00 | 4/15/2026 | | | | | | | | | 184,722(1) | 2,678,469 | | | | | | | 1,296,750(2) | 18,802,875 | | | | | | | 627,753(3) | 9,102,419 | | | | | | | 1,729,000(4) | 25,070,500 | | Gary A. Vecchiarelli | | | | | 14,454(1) | 209,583 | | | | | | | 417,750(2) | 6,057,375 | | | | | | | 429,515(3) | 6,227,968 | | | | | | | 557,000(4) | 8,076,500 | | Scott E. Garrison | 13,194 | 6,945 | 6.00 | 7/6/2033 | | | | | 45,000 | — | 15.69 | 5/14/2031 | | | | | | | | | 33,350(5) | 483,575 | | | | | | | 24,090(1) | 349,305 | | | | | | | 270,750(2) | 3,925,875 | | | | | | | 396,476(3) | 5,748,902 | | | | | | | 361,000(4) | 5,234,500 | | Taylor Monnig | 15,000 | — | 5.98 | 8/10/2032 | | | | | 18,055 | 6,945 | 6.00 | 7/6/2033 | | | | | | | | | 33,350(5) | 483,575 | | | | | | | 4,818(1) | 69,861 | | | | | | | 270,750(2) | 3,925,875 | | | | | | | 396,476(3) | 5,748,902 | | | | | | | 361,000(4) | 5,234,500 | | Zachary K. Bradford(6) | 500,000 | — | 23.00 | 4/15/2026 | | | | | | | | | 864,344(7) | 12,532,988 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END*
* Columns (d), (i), and (j) required under Item 402(f) of Regulation S-K have been omitted from this table as they are not applicable. (1) RSU awards granted on September 30, 2024, of which 40% vested immediately, and the remainder vests in twelve equal quarterly installments beginning with February 13, 2025. (2) RSU awards granted on September 4, 2025, vesting in three equal annual installments beginning on September 4, 2026. (3) PSU awards granted on September 4, 2025, of which 25% vested immediately, and the remainder vests in six equal semi-annual installments beginning with February 13, 2026. (4) RSU awards granted on September 4, 2025, vesting in three equal annual installments beginning on September 4, 2026. RSU awards granted on May 7, 2024, vesting in three equal annual installments beginning on September 30, 2024.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END*
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END*
(7) RSU awards granted on August 10, 2025, with 864,344 RSUs vesting immediately, and the remaining 864,344 RSUs vesting in two equal installments on each of the first two anniversaries of the August 10, 2025.
Stock Option Exercises and Stock Vested
Stock Option Exercises and Stock Vested The following table summarizes exercises of stock options and the vesting of stock held by our NEOs during the fiscal year ended September 30, 2025.
Stock Option Exercises and Stock Vested
| | Stock Awards | | | Name | Aggregate Number of Shares Acquired on Vesting (#) | Aggregate Value Realized on Vesting(1) ($) | | S. Matthew Schultz | 898,824 | 8,784,358 | | Gary A. Vecchiarelli | 184,068 | 1,740,130 | | Scott E. Garrison | 131,630 | 1,393,180 | | Taylor Monnig | 125,206 | 1,327,571 | | Zachary K. Bradford(2) | 1,635,543 | 16,167,703 |
Stock Option Exercises and Stock Vested
* Columns (b) and (c) required under Item 402(g) of Regulation S-K have been omitted from this table as they are not applicable. (1) In accordance with SEC rules, the value realized is based on the closing price of our common stock on the applicable vesting dates. (2) Mr. Bradford departed CleanSpark on August 10, 2025.
Pension Benefits
Pension Benefits We do not maintain or make contributions to a defined benefit plan for any of our NEOs.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain a nonqualified deferred compensation plan for any of our NEOs.
CEO Pay Ratio
CEO Pay Ratio We conduct our business within the continental United States, and as of September 30, 2025, we had 312 employees. For 2025, the median annual total compensation of all CleanSpark employees, excluding our CEO, was $91,263, and the annual total compensation of our CEO was $44,901,507, as reported in the “Summary Compensation Table” on page 45 of this Proxy Statement. Accordingly, the ratio of our CEO’s annual total compensation to the median annual compensation of all employees (excluding the CEO) was 492:1. We used annual total compensation to determine the median employee. Total compensation includes any equity granted to eligible employees, plus (i) annual base salary plus annual incentives paid to salaried employees, and (ii) hourly salary rate times annual hours plus additional adjustments for annual incentives, shift differentials, actual overtime rates, and other cash allowances paid to hourly employees. The CEO pay ratio and the annual total compensation amount of the median employee are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. The methodologies and assumptions used to identify the median employee
CEO Pay Ratio
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CEO Pay Ratio
may vary significantly among companies. Accordingly, CleanSpark’s CEO pay ratio and annual total compensation amounts may not be directly comparable to those of other companies.
Potential Payments Upon Termination
Potential Payments Upon Termination The following table summarizes the potential payments and benefits that would have been paid or provided to our NEOs by CleanSpark if a termination of employment by the Company without Cause or by the NEO for Good Reason had occurred on September 30, 2025. Pursuant to the employment agreements, the same payments and benefits would be made upon such a qualifying termination, including if the termination occurs during the period commencing 90 days prior to and ending 12 months following a Company Transaction (as defined in the 2017 Incentive Plan). The amounts reflected in the table are in addition to amounts that would have been payable for earned but unpaid base salary, accrued but unused vacation time and reimbursement of reasonable expenses, all of which would be paid upon termination of employment for any reason. Except as noted above, no payments or benefits are payable in connection with a termination of employment for cause or as a result of a voluntary resignation. Please refer to the section titled “Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table” for additional information about the terms of the employment agreements with our NEOs.
Potential Payments Upon Termination
| Named Executive Officer | Base Salary(1) ($) | Bonus(2) ($) | Value of Accelerated Equity(3) ($) | Continuation of Benefits(4) ($) | | S. Matthew Schultz | 950,000 | 1,900,000 | 55,654,263 | 22,814 | | Gary A. Vecchiarelli | 650,000 | 975,000 | 21,441,426 | 18,081 | | Scott E. Garrison | 600,000 | 900,000 | 15,742,157 | 11,657 | | Taylor Monnig | 600,000 | 900,000 | 15,462,713 | 22,814 |
Potential Payments Upon Termination
(1) Pursuant to the employment agreements, amounts reflect 12 months of base salary. (2) Pursuant to the employment agreements, amounts reflect the executives’ target bonus opportunity for the year, calculated at 200% of base salary for Mr. Schultz, and at 150% of base salary for Messrs. Vecchiarelli, Garrison, and Monnig. However, the actual cash bonus payments earned each year may be different from this amount. (3) Upon termination of employment under the circumstances discussed above, the time-based awards granted prior to the date of the employment agreement shall immediately vest; the time-based awards granted on or after the date of the employment agreement which are scheduled to vest within 12 months shall immediately vest; performance-based awards remain eligible to vest based on actual performance over the next 12 months. Amounts reflect the market value of the PSU or RSU awards that would have vested as of September 30, 2025, which was calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on September 30, 2025, which was $14.50. (4) Amounts reflect 12 months of COBRA coverage.
Potential Payments Upon a Change in Control
Potential Payments Upon a Change in Control The employment agreements of our NEOs do not provide for severance payments or other cash benefits solely upon the occurrence of a change in control. In addition, notwithstanding the general change in control provisions of the Company’s 2017 Incentive Plan, the employment agreements of our NEOs govern the treatment of equity awards held by such NEOs in connection with a change in control. Under these employment agreements, equity acceleration is provided only upon a qualifying termination without Cause or for Good Reason occurring within 90 days prior to or 12 months following a Company Transaction (as defined in the 2017 Incentive Plan). In such circumstances, all outstanding equity awards held by the applicable NEO would vest in full. The table above under “Potential Payments Upon Termination” reflects the estimated value of equity awards that would vest upon such a qualifying termination, assuming the triggering event occurred on September 30, 2025.
Potential Payments Upon a Change in Control
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Pay Versus Performance
Pay Versus Performance The following tables summarize the relationship between executive compensation for our Principal Executive Officer (“PEO”) and our other NEOs (“non-PEO NEOs”) on the one hand and CleanSpark’s financial performance on the other hand for CleanSpark’s four most recently completed fiscal years, calculated in accordance with Item 402(v) of Regulation S-K. The disclosure included in this section is prescribed by SEC rules and Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and it does not necessarily align with how the Board or the Compensation Committee views the link between CleanSpark’s performance and compensation paid to its NEOs. These matters are discussed in the “Compensation Discussion and Analysis,” which begins on page 34 of this Proxy Statement. Please review the tables and associated narrative and graphical disclosure together for a more complete presentation of the relationship between compensation and performance over the periods presented.
Pay Versus Performance
| | | | | | Value Of Initial Fixed $100 Investment Based On(4) | | | | | | | Fiscal Year(1) | SCT† Total for PEO Schultz ($)(2) | CAP† to PEO Schultz ($) | SCT† Total for PEO Bradford ($)(2) | CAP† to PEO Bradford ($) | Average SCT† Total For Non-PEO NEOs ($)(2) | Average CAP† to Non-PEO NEOs ($)(3) | TSR† ($) | Peer Group TSR† ($) | Net Income ($) | Adjusted EBITDA* ($)(5) | | 2025 | 44,901,507 | 66,158,387 | 48,754,996 | 31,400,374 | 13,144,134 | 19,776,762 | 125.11 | 116.64 | 364,044,194 | 822,953,206 | | 2024 | — | — | 15,441,582 | 31,387,070 | 5,336,410 | 11,667,827 | 80.59 | 45.73 | (145,776,815) | 245,847,501 | | 2023 | — | — | 6,975,812 | 8,820,110 | 4,704,986 | 5,633,412 | 32.87 | 23.99 | (138,148,399) | 25,027,580 | | 2022 | — | — | 27,038,892 | 8,983,877 | 12,632,546 | 4,605,598 | 27.44 | 21.78 | (57,325,554) | 56,056,184 |
Pay Versus Performance
† “SCT” = Summary Compensation Table; “CAP” = Compensation Actually Paid; “TSR” = Total Shareholder Return * Company-Selected Measure (1) For fiscal year 2025, Zachary Bradford served as our PEO from October 1, 2024 to August 10. 2025, and S. Matthew Schultz served as our PEO from August 11, 2025 to September 30, 2025. The non-PEO NEOs were Gary A. Vecchiarelli, Scott E. Garrison, and Taylor Monnig during the entirety of the most recent fiscal year. For the entirety of fiscal year 2024, Zachary K. Bradford served as our PEO. The Company’s non-PEO NEOs were Gary A. Vecchiarelli and S. Matthew Schultz during the entirety of such fiscal year and Scott E. Garrison and Taylor Monnig from May 7, 2024 to September 30, 2024. For the entirety of fiscal year 2023, Zachary K. Bradford served as our PEO, and the Company’s non-PEO NEOs during the entirety of such fiscal year were Gary A. Vecchiarelli and S. Matthew Schultz. For the entirety of fiscal year 2022, Zachary K. Bradford served as our PEO, and the Company’s non-PEO NEOs were S. Matthew Schultz, during the entirety of such fiscal year, Lori Love, from October 1, 2021 to December 14, 2021, and Gary A. Vecchiarelli, from December 15, 2021 to September 30, 2022. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for the non-PEO NEOs. To calculate the “compensation actually paid” to our PEO and our non-PEO NEOs, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with the SEC rules as follows:
Pay Versus Performance
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Pay Versus Performance
| Fiscal Years | 2025 | | | 2024 | | 2023 | | 2022 | | | Adjustments | PEO Schultz ($) | PEO Bradford ($) | Non-PEO NEOs* ($) | PEO Bradford ($) | Non-PEO NEOs* ($) | PEO Bradford ($) | Non-PEO NEOs* ($) | PEO Bradford ($) | Non-PEO NEOs* ($) | | Summary Compensation Table ("SCT") Total | 44,901,507 | 48,754,996 | 13,144,134 | 15,441,582 | 5,336,410 | 6,975,812 | 4,704,986 | 27,038,892 | 12,632,546 | | Less: Equity Compensation from SCT | (37,098,637) | (17,407,888) | (11,442,213) | (5,000,001) | (2,010,502) | (3,423,000) | (2,681,350) | (25,984,299) | (12,003,123) | | Impact of awards granted during the current year: | | | | | | | | | | | Unvested awards: Fair value of awards at the end of the fiscal year | 52,975,794 | — | 16,726,799 | 2,999,999 | 1,021,591 | 3,429,000 | 2,684,050 | 9,925,710 | 4,844,784 | | Granted and vested awards: Fair value of awards at vesting dates | 3,963,733 | — | 977,369 | 2,000,002 | 628,911 | — | — | 2,812,137 | 1,124,340 | | Impact of awards granted in prior years: | | | | | | | | | | | Unvested and outstanding awards: Change in fair value as of the end of the fiscal year compared to fair value at the end of prior year | 953,166 | — | 208,515 | 2,563,450 | 662,829 | 483,339 | 241,550 | (4,808,563) | (1,992,949) | | Vested Awards: Change in fair value as of vesting date compared to fair value at the end of prior year | 462,824 | 53,266 | 162,158 | 13,382,038 | 6,028,588 | 1,354,959 | 684,176 | — | — | | Compensation Actually Paid | 66,158,387 | 31,400,374 | 19,776,762 | 31,387,070 | 11,667,827 | 8,820,110 | 5,633,412 | 8,983,877 | 4,605,598 |
Pay Versus Performance
* Amounts presented are averages for the entire group of non-PEO NEOs in each respective year. (4) Pursuant to SEC rules, the amounts shown in this column assume $100 was invested on the last day (September 30) of each of fiscal years 2022, 2023, 2024, and 2025 and that all dividends (if applicable) were reinvested. (5) See “Relationship between PEO and non-PEO NEO compensation actually paid and adjusted EBITDA” below for further discussion on how adjusted EBITDA is derived from CleanSpark’s audited financials, and Appendix A for a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure. The following charts illustrate the relationship over time between compensation actually paid to our PEO and our non-PEO NEOs and selected measures of the Company’s financial and operational performance, including total stockholder return, revenue, net income, adjusted EBITDA, and key Bitcoin mining performance metrics. These comparisons are intended to provide stockholders with additional context regarding executive compensation outcomes relative to Company performance and do not necessarily reflect the manner in which the Compensation Committee evaluates or determines executive compensation for any particular fiscal year. In particular, Compensation actually paid, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions and projected performance modifiers, but does not reflect actual amounts paid out for those awards. Compensation actually paid generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation Committee assessed CleanSpark’s performance and our NEOs’ pay each year, see the “Compensation Discussion and Analysis” section in this Proxy Statement.
Pay Versus Performance
| Executive Compensation | CleanSpark | 2026 Proxy Statement 55 |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income and Revenue
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income and Revenue
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income and Revenue
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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Key Bitcoin Mining Performance Metrics
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Key Bitcoin Mining Performance Metrics
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Key Bitcoin Mining Performance Metrics
| Executive Compensation | CleanSpark | 2026 Proxy Statement 57 |