DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

CLEANSPARK, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CLEANSPARK, INC.
10624 S. Eastern Ave., Suite A-638
Henderson, Nevada 89052

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS

TO BE HELD ON MARCH 3, 2025

NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders (the “Meeting”) of CleanSpark, Inc. (the “Company,” “we” or “us”) will be held on March 3, 2025, at 1:00 PM PST / 4:00 PM EST. We have adopted a completely virtual format for our Meeting to provide a convenient experience to all stockholders regardless of location. You may attend, vote, and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/CLSK2025. You may also attend the Meeting by proxy and may submit questions ahead of the Meeting through the designated website. For further information about the virtual Meeting, please see “Questions and Answers Regarding This Solicitation and Voting at the Meeting” beginning on page 3 of the accompanying proxy statement (the “Proxy Statement”). The purpose of the Meeting is as follows:


(1)	To elect the following individuals to hold office until the next annual meeting of stockholders or until their respective successors are duly elected and qualified, subject to prior death, resignation, or removal: Zachary K. Bradford, S. Matthew Schultz, Larry McNeill, Dr. Thomas L. Wood, Roger P. Beynon, and Amanda Cavaleri;
(2)	To approve, on a non-binding advisory basis, named executive officer compensation;
(3)	To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2025; and
(4)	To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The close of business on January 9, 2025 has been fixed as the record date for determining stockholders entitled to notice of, and to vote at, the Meeting or any adjournments or postponement thereof. A complete list of stockholders entitled to vote at the Meeting will be available for any stockholder’s examination during ordinary business hours at our principal executive offices located at 10624 S. Eastern Ave., Suite A-638, Henderson, Nevada 89052, (702) 989-7692, beginning two business days after the date of this notice and continuing through the Meeting.

    Our Board of Directors has carefully reviewed and considered the foregoing proposals and has concluded that each proposal is in the best interests of the Company and its stockholders. Therefore, our Board of Directors has approved each proposal and recommends that you vote FOR each of the foregoing proposals.

   

Your vote is important no matter how large or small your holdings in the Company may be. If you do not expect to be present at the Meeting virtually, you are urged to promptly complete, date, sign, and return the proxy card. Please review the instructions on your voting options described in the enclosed Proxy Statement as well as in the Notice of Internet Availability of Proxy Materials you received in the mail. This will not limit your right to virtually attend or vote at the Meeting. You may revoke your proxy at any time before it has been voted at the Meeting.

The Notice of Internet Availability of Proxy Materials also contains instructions on how to access the Proxy Statement and our 2024 Annual Report on Form 10-K for the fiscal year ended September 30, 2024, both of which will be available online at www.proxyvote.com on or about January 22, 2025, and are available on our website at investors.cleanspark.com/financials/sec-filings/.

By Order of the Board of Directors

/s/ Zachary K. Bradford

Zachary K. Bradford
Chief Executive Officer, President, and Director

Henderson, Nevada
January 22, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON MARCH 3, 2025

The Notice of Annual Meeting of Stockholders, the Proxy Statement, and our 2024 Annual Report on Form 10-K are available on our website at investors.cleanspark.com/financials/sec-filings/. Additionally, in accordance with Securities and Exchange Commission rules, you may access our proxy materials at www.proxyvote.com.

I M P O R T A N T

You are cordially invited to attend the Meeting virtually. Whether or not you expect to attend the Meeting, please complete, date, sign, and return the proxy card as promptly as possible in order to ensure your representation at the Meeting. Please review the instructions on your voting options described in the enclosed proxy statement as well as in the Notice of Internet Availability of Proxy Materials you received in the mail. Even if you have voted by proxy, you may still vote virtually if you attend the Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Meeting, you must obtain a proxy card issued in your name from that intermediary. The presence, virtually or by proxy, of the holders of at least one-third (1/3) of the collective voting power of the Company’s outstanding shares of capital stock as of the record date will constitute a quorum for the transaction of business at the Meeting and any adjournment or postponement thereof.

CLEANSPARK, INC.
10624 S. Eastern Ave., Suite A-638
Henderson, Nevada 89052
(702) 989-7692

PROXY STATEMENT FOR

ANNUAL MEETING OF
STOCKHOLDERS

To Be Held on March 3, 2025 at 1:00 PM PST / 4:00 PM EST

GENERAL INFORMATION

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of CleanSpark, Inc. (the “Company,” “CleanSpark,” “we,” or “us”) for use at the annual meeting of stockholders (the “Meeting” or the “2025 Annual Meeting”) of the Company to be held on March 3, 2025 at 1:00 PM PST / 4:00 PM EST. We have adopted a completely virtual format for our Meeting to provide a convenient experience to all stockholders regardless of location. As we have learned in the past, hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world, which provides for a more meaningful forum. You may attend, vote, and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/CLSK2025. You may also attend the Meeting by proxy and may submit questions ahead of the Meeting through the designated website. The virtual format allows us to communicate more effectively via a pre-meeting portal that stockholders can enter by visiting www.proxyvote.com and logging in with their control number. We encourage you to log on in advance and ask any questions you may have, which we will try to answer during the Meeting. We recommend that you log in to the Meeting at www.virtualshareholdermeeting.com/CLSK2025 a few minutes before the scheduled meeting time on March 3, 2025 to ensure you are logged in when the Meeting starts. For further information about the virtual Meeting, please see “Questions and Answers Regarding This Solicitation and Voting at the Meeting” beginning on page 3 of this Proxy Statement. This Proxy Statement and the enclosed proxy card will be made available to our stockholders on or about January 22, 2025.

Only stockholders of record at the close of business on January 9, 2025 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting. At the close of business on the Record Date, 280,806,400 shares (excluding treasury shares) of the Company’s common stock, par value $0.001 per share (“Common Stock”), were issued and outstanding, and 1,750,000 shares of the Company’s Series A Preferred Stock, par value $0.001 per share (“Preferred Stock”), were issued and outstanding. At the close of business on the Record Date, the Common Stock was held by 227 holders of record and the Preferred Stock was held by four holders of record. Shares cannot be voted at the Meeting unless the holder thereof as of the Record Date is present or represented by proxy. The presence, virtually or by proxy, of the holders of at least one-third (1/3) of the collective voting power of the Company’s outstanding shares of capital stock as of the Record Date will constitute a quorum for the transaction of business at the Meeting and any adjournment or postponement thereof.

Our Board has selected Zachary K. Bradford and Gary A. Vecchiarelli to serve as the holders of proxies for the Meeting. The shares of capital stock represented by each executed and returned proxy will be voted by Messrs. Bradford and Vecchiarelli in accordance with the directions indicated on the proxy card. If you sign your proxy card without giving specific instructions, Messrs. Bradford and Vecchiarelli will vote your shares “FOR” the proposals being presented at the Meeting. The proxy also confers discretionary authority to vote the shares authorized to be voted thereby on any matter that may be properly presented for action at the Meeting; we currently know of no other business to be presented at the Meeting.

CleanSpark 1 2025 Proxy Statement

Any proxy given may be revoked by the person giving it at any time before it is voted at the Meeting. If you have not voted through your broker, there are three ways for you to revoke your proxy and change your vote. First, you may send a written notice to the Company’s Secretary stating that you would like to revoke your proxy. Second, you may complete and submit a new proxy card, but it must bear a later date than the original proxy card. Third, you may vote virtually at the Meeting. However, your attendance at the Meeting will not, by itself, revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker to change your vote. Your last submitted proxy will be the proxy that is counted. Please note that dissenters’ rights are not available with respect to any of the proposals to be voted on at the Meeting.

We pay the cost of soliciting the proxies. Our directors, officers, and employees may solicit proxies by telephone, facsimile, or personal solicitation. We will not pay additional compensation for any of these services.

CleanSpark 2 2025 Proxy Statement

QUESTIONS AND ANSWERS
REGARDING THIS SOLICITATION AND
VOTING AT THE MEETING

Q. WHEN IS THE MEETING?

A. March 3, 2025 at 1:00 PM PST / 4:00 PM EST.

Q. WHERE WILL THE MEETING BE HELD?

A. We have adopted a completely virtual format for our Meeting to provide a convenient experience to all stockholders regardless of location. You may attend, vote, and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/CLSK2025. We encourage you to log on in advance and ask any questions you may have, which we will try to answer during the Meeting. We recommend that you log in to the Meeting at www.virtualshareholdermeeting.com/CLSK2025 a few minutes before the scheduled meeting time on March 3, 2025 to ensure you are logged in when the Meeting starts.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Meeting website. If you encounter any difficulties accessing the Meeting, please call the technical support number that will be posted on the Meeting webpage.

Q. WILL THERE BE A Q&A SESSION DURING THE MEETING?

A. As part of the Meeting, we will hold a live Q&A session during which we intend to answer questions submitted online during or prior to the Meeting that are pertinent to the Company and the Meeting matters, as time permits. Only stockholders that have accessed the Meeting as a stockholder will be permitted to submit questions during the Meeting. If you have questions, you may type them into the dialog box provided at any point during the Meeting (until the floor is closed to questions). Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

•

irrelevant to the business of the Company or to the business of the Meeting;

•

related to the disclosure of material non-public information of the Company, including the status or results of our business since our last earnings release;

•

related to any pending, threatened, or ongoing litigation;

•

related to personal grievances;

•

derogatory references to individuals or that are otherwise in bad taste;

•

substantially repetitious of questions already made by another stockholder;

•

in excess of the two question limit;

•

in furtherance of the stockholder’s personal or business interests; or

•

out of order or not otherwise suitable for the conduct of the Meeting as determined by the Chair or Secretary in their reasonable judgment.

CleanSpark 3 2025 Proxy Statement

Q. WHY AM I RECEIVING THESE PROXY MATERIALS?

A. As permitted by rules adopted by the Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the “Annual Report”) available to our stockholders electronically via the Internet. The Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report and vote via the Internet, by phone, or by mail is first being mailed to all stockholders of record entitled to vote at the 2025 Annual Meeting on or about January 22, 2025. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless specifically requested. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. We sent you the Notice of Internet Availability of Proxy Materials because the Board is soliciting your proxy to vote at the 2025 Annual Meeting. You are invited to virtually attend the 2025 Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Meeting to vote your shares. Instead, you may follow the instructions in the Notice of Internet Availability of Proxy Materials to vote by Internet, by phone, or by mail.

Q. WHO IS ENTITLED TO VOTE AT THE MEETING?

A. Only stockholders who owned shares of our capital stock (Common Stock and/or Preferred Stock) at the close of business on the Record Date are entitled to notice of the Meeting and to vote at the Meeting and at any postponements or adjournments thereof. At the close of business on the Record Date, 280,806,400 shares (excluding treasury shares) of the Company’s Common Stock were issued and outstanding and 1,750,000 shares of the Company’s Preferred Stock were issued and outstanding. At the close of business on the Record Date, the Common Stock was held by 227 holders of record and the Preferred Stock was held by four holders of record. For information regarding the holders of record of our Preferred Stock, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters - Series A Preferred Stock.”

For each share of Common Stock held as of the Record Date, the holder is entitled to one vote on each proposal to be voted on. For each share of Preferred Stock held as of the Record Date, the holder is entitled to forty-five (45) votes on each proposal to be voted on. Notwithstanding the foregoing, the holders of Preferred Stock will vote together with the holders of Common Stock as a single class on each proposal to be voted on, except to the extent that voting as a separate class or series is required by law. As such, holders of Common Stock are entitled to a total of 280,806,400 votes and the holders of Preferred Stock are entitled to a total of 78,750,000 votes on each proposal.

Q. HOW MANY SHARES MUST BE PRESENT TO CONDUCT BUSINESS?

A. A quorum is required to conduct business at the Meeting and any adjournment or postponement thereof. The presence at the Meeting, virtually or by proxy, of the holders of at least one-third (1/3) of the collective voting power of the Company’s outstanding shares of capital stock as of the close of business on the Record Date will constitute a quorum. Based on the number of shares of Common Stock and Preferred Stock outstanding as of the close of business on the Record Date, the presence of holders of capital stock entitled to cast 119,852,134 aggregate votes will be necessary to constitute a quorum at the Meeting. Our executive officers and directors as a group hold 1,500,000 shares of Preferred Stock, entitling them to 67,500,000 votes (not including any potential votes they may cast as holders of our Common Stock). For more information, see “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

CleanSpark 4 2025 Proxy Statement

Q. WHAT WILL BE VOTED ON AT THE MEETING?

A. The following chart sets forth the proposals scheduled for a vote at the 2025 Annual Meeting and the vote required for such proposals to be approved:


PROPOSAL	VOTES REQUIRED	VOTING OPTIONS	BOARD RECOMMENDATION
Proposal 1: To elect the following individuals to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified, subject to prior death, resignation, or removal: Zachary K. Bradford, S. Matthew Schultz, Larry McNeill, Dr. Thomas L. Wood, Roger P. Beynon, and Amanda Cavaleri.	The plurality of the votes cast. This means that the nominees receiving the highest number of affirmative (“FOR”) votes (among votes properly cast virtually or by proxy) will be elected as directors. In other words, because there are no other nominees for election as directors other than the persons named in the enclosed proxy card, and assuming each of those persons receives at least one vote, all such directors will be re-elected to our Board, provided that a quorum is present at the Meeting. Only votes “FOR” will affect the outcome. Withheld votes or broker non-votes will not affect the outcome of the vote on this proposal. If you submit your proxy card without giving specific voting directions and you are a stockholder of record, then your shares will be voted in accordance with the recommendations of our Board.	“FOR ALL”, or “WITHHOLD ALL”, or “FOR ALL EXCEPT”	“FOR ALL”
Proposal 2: To approve, on a non-binding advisory basis, named executive officer compensation.	Approval requires a majority of the votes cast, affirmatively or negatively, whether in person or by proxy (i.e., more “FOR” votes than “AGAINST” votes). Abstentions and broker non-votes, if any, will not affect the outcome of the vote on this proposal. We do not currently expect any broker non-votes on Proposal 3. If you submit your proxy card without giving specific voting directions and you are a stockholder of record, then your shares will be voted in accordance with the recommendations of our Board.	“FOR”, or “AGAINST”, or “ABSTAIN”	“FOR”
Proposal 3: To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2025.	Approval requires a majority of the votes cast, affirmatively or negatively, whether in person or by proxy (i.e., more “FOR” votes than “AGAINST” votes). Abstentions and broker non-votes, if any, will not affect the outcome of the vote on this proposal. We do not currently expect any broker non-votes on Proposal 3. If you sign your proxy card with no further instructions and you are a stockholder of record, then your shares will be voted in accordance with the recommendations of our Board, because broker discretionary voting is allowed for Proposal 3.	“FOR”, or “AGAINST”, or “ABSTAIN”	“FOR”

CleanSpark 5 2025 Proxy Statement

Q. WHAT SHARES CAN I VOTE AT THE MEETING?

A. You may vote all of your shares of capital stock (Common Stock and/or Preferred Stock) owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner through a broker, trustee, or other nominee such as a bank.

Q. WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

A. Some of our stockholders may hold shares of our capital stock in their own name rather than through a broker or other nominee. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Securities Transfer Corporation, you are considered to be, with respect to those shares, the stockholder of record, and the Notice of Internet Availability of Proxy Materials was sent directly to you. As the stockholder of record, you have the right to vote virtually at the 2025 Annual Meeting and to vote by proxy. Whether or not you plan to attend the 2025 Annual Meeting, we urge you to vote by Internet, by phone, or by mail to ensure your vote is counted. You may still attend the 2025 Annual Meeting and vote virtually if you have already voted by proxy.

Beneficial Owner. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials, together with a voting instruction card, are being forwarded to you from that organization. As the beneficial owner, you have the right to direct your broker, trustee, or nominee how to vote on your behalf and are also invited to attend the 2025 Annual Meeting. Please note that since a beneficial owner is not the stockholder of record, you may not vote these shares virtually at the 2025 Annual Meeting unless you obtain a “legal proxy” from the broker, trustee, or nominee that holds your shares, giving you the right to vote the shares at the 2025 Annual Meeting. If this applies to you, your broker, trustee, or nominee will have enclosed or provided voting instructions for you to use in directing the broker, trustee, or nominee how to vote your shares.

Q. HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?

A. Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Meeting. If you are a stockholder of record, you may vote by proxy, by Internet, by phone, or by mail by following the instructions provided in the Notice of Internet Availability of Proxy Materials. To vote using the proxy card, you must request a paper copy of the proxy materials by following the instructions available in the Notice of Internet Availability of Proxy Materials and then simply complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the 2025 Annual Meeting, we will vote your shares as you direct. Stockholders who hold shares beneficially in street name may cause their shares to be voted by proxy in accordance with the instructions provided by their broker, trustee, or nominee by using the proxy card provided by the broker, trustee, or nominee and mailing them in the envelope provided by such person.

Q. HOW CAN I VOTE MY SHARES?

A. Stockholders who attend the virtual 2025 Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/CLSK2025 to vote or submit questions during the Meeting. Voting online during the Meeting will replace any previous votes. Record holders who received a copy of this Proxy Statement and accompanying proxy card in the mail can vote by filling out the proxy card, signing it, and returning it in the postage-paid return envelope. Record holders can also vote by telephone at 1-800-690-6903 or by Internet at www.proxyvote.com. Voting instructions are provided on the proxy card. If you hold shares in street name, you must vote by giving instructions to your bank, broker, or other nominee. You should follow the voting instructions on the form that you receive from your bank, broker, or other nominee.

Q. HOW DO I ATTEND THE VIRTUAL 2025 ANNUAL MEETING?

A. You may attend the 2025 Annual Meeting online, including to vote and/or submit questions during the Meeting, by logging in at www.virtualshareholdermeeting.com/CLSK2025. The 2025 Annual Meeting will begin at approximately 1:00 PM PST / 4:00 PM EST, with log-in beginning at 12:45 PM PST / 3:45 PM EST, on March 3, 2025.

CleanSpark 6 2025 Proxy Statement

Q. HOW DO I GAIN ADMISSION TO THE VIRTUAL 2025 ANNUAL MEETING?

A. You are entitled to participate in the virtual 2025 Annual Meeting only if you were a stockholder of record who owned shares of the Company’s capital stock (Common Stock and/or Preferred Stock) at the close of business on January 9, 2025, the Record Date. To attend online and participate in the 2025 Annual Meeting, stockholders of record will need to use the control number included on their Notice of Internet Availability of Proxy Materials or proxy card to log in to www.virtualshareholdermeeting.com/CLSK2025. Beneficial owners who do not have a control number may gain access to the Meeting by logging in to their brokerage firm’s website and selecting the stockholder communication mailbox to link through to the virtual 2025 Annual Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.

We encourage you to access the Meeting prior to the start time. Please allow time for online check-in, which will begin at 12:45 PM PST / 3:45 PM EST. If you have difficulties during the check-in time or during the Meeting, please call technical support at 1-844-986-0822.

Stockholders have multiple opportunities to submit questions to the Company for the 2025 Annual Meeting. Stockholders who wish to submit a question in advance may do so in the question tab of the webcast online during the Meeting at www.virtualshareholdermeeting.com/CLSK2025. See “Will There Be a Q&A Session During the Meeting?” for information about how the Q&A session at the Meeting will be conducted.

Q. HOW ARE MY SHARES VOTED?

A. If you provide specific instructions with regard to an item, your shares will be voted as you instruct on such item. If you sign your proxy card without giving any specific instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR” all nominees identified in Proposal 1, “FOR” Proposal 2, and “FOR” Proposal 3) and in the discretion of the proxy holder on any other matters that properly come before the Meeting.

Q. WHAT WILL BE THE EFFECT OF ABSTENTIONS AND BROKER NON-VOTES?

A. If you return a proxy card that indicates an abstention from voting on any proposal, any shares represented will still be counted for the purpose of determining the presence of a quorum at the Meeting. With regard to Proposal 1, votes may be cast in favor of a director nominee or withheld. Because directors are elected by plurality, abstentions will have no effect on its outcome. With regard to Proposal 2 and Proposal 3, abstentions will have no effect on the outcome of such proposals.

We believe that Proposal 1 and Proposal 2 are considered non-routine matters under applicable rules. Accordingly, brokers or other nominees cannot vote on these proposals without instructions from beneficial owners.

We believe that, under applicable rules, Proposal 3 is considered a routine matter for which brokerage firms may vote shares that are held in the name of brokerage firms and which are not voted by the applicable beneficial owners. Accordingly, we do not expect to receive any broker non-votes with respect to Proposal 3.

Only votes “FOR” will affect the outcome of the vote on Proposal 1. As such, broker non-votes will not affect the outcome of the vote on Proposal 1. With regard to Proposal 2, broker non-votes will be excluded from the vote and will have no effect on the outcome of such proposals.

Q. ARE DISSENTERS’ RIGHTS AVAILABLE WITH RESPECT TO ANY OF THE PROPOSALS TO BE VOTED ON AT THE MEETING?

A. Dissenters’ rights are not available with respect to any of the proposals to be voted on at the Meeting.

Q. WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS?

A. If you receive more than one Notice of Internet Availability of Proxy Materials, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability of Proxy Materials to ensure that all of your shares are voted.

CleanSpark 7 2025 Proxy Statement

Q. CAN I CHANGE MY MIND AFTER I RETURN MY PROXY?

A. Yes. You may revoke your proxy at any time before it has been voted at the Meeting by (i) sending a written notice to the Company’s Secretary stating that you would like to revoke your proxy, (ii) submitting a later-dated proxy on the Internet or by telephone or submitting a valid, later-dated proxy card in a timely manner, or (iii) attending and voting virtually at the Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to attend and vote at the Meeting, you must obtain a proxy issued in your name from that intermediary.

Q. WHO IS SOLICITING MY VOTE AND WHO IS PAYING THE COSTS?

A. Your vote is being solicited on behalf of the Board. The Company will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing, and mailing of the Notice of Internet Availability of Proxy Materials and this Proxy Statement, as applicable.

Q. IS THERE A LIST OF STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING?

A. A list containing the names of stockholders entitled to vote at the Meeting will be available at the Meeting, and will also be available for two business days after the date of the notice of the Meeting and continuing through the Meeting, by mailing a request to our principal executive offices at CleanSpark, Inc., Attn: Legal, 10624 S. Eastern Ave., Suite A-638, Henderson, Nevada 89052, with such request postmarked no earlier than two business days after the date of the notice of the Meeting and no later than the date of the Meeting. The list of these stockholders will also be available for examination by our stockholders during the Meeting on the Meeting webpage for stockholders that have accessed the Meeting as a stockholder.

Q. HOW CAN I FIND OUT THE RESULTS OF THE VOTING?

A. We intend to announce preliminary voting results at the Meeting and publish the final results in a current report on Form 8-K within four business days following the Meeting.

Q. WHOM SHOULD I CONTACT IF I HAVE QUESTIONS?

A. If you have any additional questions about the Meeting or the proposals presented in this Proxy Statement, you should contact our Investor Relations department at our principal executive offices as follows:

Investor Relations
CleanSpark, Inc.
10624 S. Eastern Ave., Suite A-638
Henderson, Nevada 89052
(702) 989-7693
Email: ir@cleanspark.com

CleanSpark 8 2025 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

NOMINATION OF DIRECTORS

The Nominations and Corporate Governance Committee of the Board (the “Nominating Committee”) is charged with making recommendations to the Board regarding qualified candidates to serve as members of the Board. The Nominating Committee’s goal is to assemble a board of directors with the skills and characteristics that, taken as a whole, will assure a strong board of directors with experience and expertise in all aspects of corporate governance. Accordingly, the Nominating Committee believes that candidates for director should have certain minimum qualifications, including personal integrity, strength of character, an inquiring and independent mind, practical wisdom, and mature judgment. In evaluating director nominees, the Nominating Committee considers the following factors:

(1) The appropriate size of the Board;

(2) The Company’s needs with respect to the particular talents and experience of its directors; and

(3) The knowledge, skills, and experience of nominees, including experience in technology, business, finance, Bitcoin, digital assets, administration, and/or public service.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating Committee may also consider such other factors as it deems to be in the Company’s and its stockholders’ best interests, including the independence requirements for board and committee membership under The Nasdaq Capital Market (“Nasdaq”) listing standards, diversity (though the Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees), and the requirements for at least one member of the Board to meet the criteria for an “audit committee financial expert,” as defined by SEC rules. The Nominating Committee also believes it is appropriate for our Chief Executive Officer to serve on the Board.

The Nominating Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and 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 continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, the Nominating Committee’s policy is to not re-nominate that member for reelection. The Nominating Committee identifies the desired skills and experience of a new nominee and then uses its network and external resources to solicit and compile a list of eligible candidates.

We do not have a formal policy concerning stockholder recommendations of nominees for director to the Nominating Committee as, to date, we have not received any recommendations from stockholders requesting the Nominating Committee to consider a candidate for inclusion among the Nominating Committee’s slate of nominees in our proxy statement. The absence of such a policy does not mean, however, that such recommendations will not be considered. Stockholders wishing to recommend a candidate may do so by sending a written notice to the Nominating Committee, Attn: Chairman, CleanSpark, Inc., 10624 S. Eastern Ave., Suite A-638, Henderson, Nevada 89052, naming the proposed candidate and providing detailed biographical and contact information for such proposed candidate. See “Stockholders’ Proposals for the 2026 Annual Meeting” for further information on submitting written notices.

There are no arrangements or understandings between any of our directors, nominees for directors, or officers and any other person pursuant to which any director, nominee for 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. Other than as disclosed below, during the last five years, none of our directors held any other directorships in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any company subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended.

CleanSpark 9 2025 Proxy Statement

The Nominating Committee has recommended, and the Board has nominated, Zachary K. Bradford, S. Matthew Schultz, Larry McNeill, Dr. Thomas L. Wood, Roger P. Beynon, and Amanda Cavaleri as nominees for election as members of our Board at the 2025 Annual Meeting for a period of one year or until each such director’s respective successor is elected and qualified or until such director’s earlier death, resignation, or removal. Each of the nominees is currently a director of the Company. At the 2025 Annual Meeting, six directors will be elected to the Board.

INFORMATION REGARDING DIRECTORS


Zachary K. Bradford	Zachary K. Bradford is the co-founder, CEO, and president of CleanSpark, a publicly traded bitcoin mining company known as America’s Bitcoin Miner®. Since co-founding CleanSpark in March 2014, Zach has served as a director and took over as CEO since October 2019, leading the company through significant growth milestones, including up-listing to Nasdaq, raising over $2 billion in capital, and the execution of a multistate expansion strategy that included an array of strategic acquisitions. CleanSpark now operates data centers across the United States, with locations in Georgia, Mississippi, Tennessee, Wyoming, and Nevada and a total operational capacity of over 750 megawatts (“MW”). The Company represents more than 5% of the global bitcoin blockchain network hashrate and employs over 300 people. He earned a master’s degree in accounting from Southern Utah University. His leadership has made CleanSpark one of the largest and most efficient bitcoin mining companies in North America.
	We believe that Mr. Bradford is qualified to serve on our Board of Directors because of his service as our Chief Executive Officer, as well as his experience and knowledge in public company reporting and accounting, Bitcoin infrastructure economics, including the ASIC bitcoin miner and energy markets, and mergers and acquisitions.
S. Matthew Schultz	S. Matthew Schultz is the co-founder, executive chairman and former CEO of CleanSpark. Since co-founding the Company in March 2014, he served as a director and CEO until October 2019, when he transitioned to Executive Chairman. During his tenure as CEO, Matt led CleanSpark as an alternative energy generator focused on converting biomass into energy using CleanSpark’s patented gasifier technology. He then led the expansion of CleanSpark in the renewable energy sector, including the development and deployment of critical software that supported distributed energy systems, including mission critical infrastructure and demand response programs. These systems were deployed in support of commercial and government programs, most notably at Camp Pendleton. In partnership with CleanSpark’s management team, Matt has assisted in raising over $2 billion dollars in capital facilitating the pivot to bitcoin mining. His leadership has been instrumental in making CleanSpark one of the most recognizable bitcoin mining companies in North America.
	We believe that Mr. Schultz is qualified to serve on our Board of Directors because of his experience and knowledge in public company reporting and finance, the energy sector, and market development.

CleanSpark 10 2025 Proxy Statement


Larry McNeill	Larry McNeill has served as a director of CleanSpark since January 2015. In September 2017, Mr. McNeill accepted the position of Chairman of the Board, which he held until October 2019. Mr. McNeill continued as an independent director and Chairman of the Compensation and Nominations and Corporate Governance Committees through September 2024. Since October 2024, Mr. McNeill has served as CleanSpark’s lead independent director. Mr. McNeill’s diverse business background includes roles in real estate, finance, research, legal, 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 has a bachelor’s degree in business administration, economics, and Russian language from Minnesota State University, a master’s degree in business administration from Armstrong University, and has completed course work towards his PhD in business management.
	We believe that Mr. McNeill is qualified to serve on our Board of Directors because of his extensive experience and knowledge in business management and finance, including market research, real estate, strategic advisory services, and business law.
Dr. Thomas L. Wood	Dr. Thomas L. Wood has been a Director of CleanSpark since October 2019 and has served as the Chairman of the Compensation and Nominations and Corporate Governance Committees since October 2024. He has over 39 years of experience in planning and operations, policy development and implementation, 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 Operations for the Navy’s Pacific Engineering Command, 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 (SME) supporting the U.S. Pacific Command (USPACOM) Joint Interagency Coordination Group (JIACG) as a Senior Military Analyst and continued as a civil servant in senior roles thereafter, including Director, Commander’s Action Group, Joint Interagency Task Force West, Deputy Director for Strategic Forces and Policy, Submarine Force, U.S. Pacific Fleet, and Deputy Director of Operations, U.S. Pacific Fleet. Dr. Wood holds a bachelor’s degree in civil engineering from Union College, a master’s degree in civil engineering from the University of Maryland, College Park, and a doctor of business administration degree from Argosy University, Honolulu. He is a licensed Professional Engineer. Dr. Wood is a member of the board of advisors of 28 Research and is a co-inventor on two issued U.S. Patents.
	We believe that Dr. Wood is qualified to serve on our Board of Directors because of his experience and knowledge in engineering, strategic planning, operations, and logistics, derived in part from his military background.

CleanSpark 11 2025 Proxy Statement


Roger P. Beynon	Roger P. Beynon has been a Director of CleanSpark since October 2019. He is the owner of Beynon & Associates, a public accounting firm that has been in operation since 1984 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 also chairman of the board of directors of Transwest Credit Union until January 2025, when that entity merged with Utah Community Credit Union on January 1, 2025. Mr. Beynon holds a bachelor’s degree in accounting with a minor in banking and finance from Weber State University.
	We believe that Mr. Beynon is qualified to serve on our Board of Directors because of his experience and knowledge in leading a public company reporting and accounting firm, board management, and finance.
Amanda Cavaleri	Amanda Cavaleri has been a director of CleanSpark since December 2022. Since September 2019, she has been the managing director of a global advisory firm within the Bitcoin ecosystem for clients ranging from global hedge and venture funds to financial services and mining. From October 2021 to November 2024, she was the Chief Executive Officer of a Wyoming-based company that is developing bitcoin mining sites leveraging stranded energy. In May 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 January 2013 to December 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 in (2014-2017). She received her Master of Science in Technology Commercialization from the University of Texas at Austin's McCombs School of Business and a Bachelor of Science degree from Regis University. Ms. Cavaleri is a member of the board of advisors of the Bitcoin Today Coalition, a nonprofit (c)(4) increasing Bitcoin literacy among America’s legislators, regulators, and other policymakers and a member of 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).
	We believe that Ms. Cavaleri is qualified to serve on our Board of Directors because of her experience and knowledge in alternative investments and emerging technologies, the Bitcoin mining industry, and the policy and regulatory arenas.


NAME	AGE	POSITION
Zachary K. Bradford	38	Chief Executive Officer, President, and Director
S. Matthew Schultz	55	Executive Chairman of the Board
Larry McNeill	83	Lead Independent Director
Dr. Thomas L. Wood	59	Director
Roger P. Beynon	78	Director
Amanda Cavaleri	36	Director

CleanSpark 12 2025 Proxy Statement

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

Directors are elected by a plurality of the votes cast at the Meeting. This means that the nominees receiving the highest number of affirmative (“FOR”) votes (among votes properly cast virtually or by proxy) will be elected as directors. In other words, because there are no other nominees for election as directors other than the persons named in the enclosed proxy card, and assuming each of those persons receives at least one vote, all such directors will be re-elected to our Board, provided that a quorum is present at the Meeting. Shares represented by executed proxies will be voted for which no contrary instruction is given, if authority to do so is not withheld, “FOR” the election of each of the nominees named above.

Only votes “FOR” will affect the outcome. Broker non-votes and withheld votes will have no effect on this proposal.

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES UNDER PROPOSAL 1.

   

CleanSpark 13 2025 Proxy Statement

PROPOSAL 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with Section 14(a) of the Exchange Act, the Company is providing stockholders with an advisory (non-binding) vote on compensation programs, which is sometimes referred to as “say on pay,” for our named executive officers, Messrs. Zachary K. Bradford, Gary A. Vecchiarelli, S. Matthew Schultz, Scott E. Garrison, and Taylor Monnig. Accordingly, you may vote on the following resolution at the 2025 Annual Meeting:

“RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.”

This vote is non-binding. The Board intends to consider the outcome of the vote when making future executive compensation decisions and, in particular, to consider any significant negative voting results to the extent it can determine the cause or causes for such votes. The Board has determined that the Company will hold future advisory votes on executive compensation every two years, which frequency was approved by our stockholders at our 2021 Annual Meeting.

Stockholders are encouraged to read the accompanying compensation tables and the related narrative disclosures for more information about the Company’s executive compensation program.

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

Approval of this proposal requires a majority of the votes cast, affirmatively or negatively, whether in person or by proxy (i.e., more “FOR” votes than “AGAINST” votes).

Abstentions and broker non-votes, if any, will not affect the outcome of the vote on this proposal. This is an advisory vote and, therefore, is not binding.

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THE ACCOMPANYING COMPENSATION TABLES AND THE RELATED NARRATIVE DISCLOSURE.

   

CleanSpark 14 2025 Proxy Statement

PROPOSAL 3

RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board (the “Audit Committee”) has selected BDO USA, P.C. (“BDO”) as our independent registered public accounting firm for the fiscal year ending September 30, 2025, and has further directed that we submit the selection of the independent registered accounting firm for ratification by our stockholders at the 2025 Annual Meeting. BDO was engaged as our independent registered public accounting firm effective July 3, 2024. We dismissed our prior auditor, MaloneBailey, LLP (“MaloneBailey”), on July 3, 2024.

The Board considers the selection of our independent registered public accounting firm to be an important matter of stockholder concern and considers the proposal for stockholders to ratify such selection to be an opportunity for stockholders to provide direct feedback to the Board on an important issue of corporate governance. If our stockholders do not ratify this selection, the Board will reconsider its selection of BDO and will either continue to retain the firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Board may, in its sole discretion, determine to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders’ best interests.

We expect representatives from both BDO and MaloneBailey to be present at the Meeting. They will each have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

CHANGE IN INDEPENDENT REGISTERED ACCOUNTING FIRM

As previously disclosed, on July 3, 2024, the Audit Committee approved the engagement of BDO as our independent registered public accounting firm to audit the Company’s consolidated financial statements effective immediately. Accordingly, MaloneBailey, our prior independent registered public accounting firm, was informed on July 3, 2024 that it was dismissed and replaced by BDO as our independent registered public accounting firm.

MaloneBailey’s report on our consolidated balance sheets as of September 30, 2023 and 2022 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flow for each of the fiscal years then ended, and the related notes to such consolidated financial statements (collectively, the “Company financial statements”), did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended September 30, 2023 and September 30, 2022, and the subsequent interim period through July 3, 2024, there were no: (i) disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to MaloneBailey’s satisfaction would have caused MaloneBailey to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting related to the Company’s general information technology controls over third-party information systems and applications that are relevant to the preparation of the Company’s financial statements, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

The Company has provided MaloneBailey with a copy of the disclosures made by the Company in response to Item 304(a) of Regulation S-K and has requested that MaloneBailey furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A letter from MaloneBailey is attached as Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on July 3, 2024.

CleanSpark 15 2025 Proxy Statement

During the fiscal years ended September 30, 2023 and September 30, 2022, and the subsequent interim period through July 3, 2024, the Company did not consult BDO with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by BDO that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table summarizes the fees billed to us by our independent registered public accounting firms for the fiscal years ended September 30, 2024 and 2023. All fees described below were pre-approved by the Audit Committee:

BDO USA, P.C.


FEE CATEGORY	2024		2023
Audit Fees(1)	$	1,633,090		—
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
	$	1,633,090		—

(1) Audit fees consist of amounts billed for professional services for audit and quarterly reviews of our financial statements, and other statutory and regulatory filings.

MaloneBailey, LLP


FEE CATEGORY	2024		2023
Audit Fees(1)	$	1,146,030	$	1,257,001
Audit Related Fees		—	$	80,083
Tax Fees		—		—
All Other Fees		—		—
	$	1,146,030	$	1,337,084

(1) Audit fees consist of amounts billed for professional services for audit and quarterly reviews of our financial statements, and other statutory and regulatory filings.

PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee reviews and must pre-approve all audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged by our independent registered public accounting firm for such services, and has adopted a procedure for pre-approval of all such fees. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible impact of the performance of such services on the accounting firm’s independence. Under the procedure, the Audit Committee pre-approves all auditing services and the terms of non-audit services provided by our independent registered public accounting firm, but only to the extent that the non-audit services are not prohibited under applicable law and the Audit Committee determines that the non-audit services do not impair the independence of the independent registered public accounting firm. Other fees are subject to pre-approval by the Audit Committee, or, in the period between meetings, by a designated member of the Board or Audit Committee. Any such approval by the designated member is disclosed to the entire Board at the next meeting.

CleanSpark 16 2025 Proxy Statement

All fees that were incurred in fiscal years 2024 and 2023 were pre-approved by the Audit Committee and/or the full Board, as applicable.

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

Approval of this proposal requires a majority of the votes cast, affirmatively or negatively, whether in person or by proxy (i.e., more “FOR” votes than “AGAINST” votes).

Abstentions and broker non-votes, if any, will not affect the outcome of the vote on this proposal. We do not currently expect any broker non-votes on Proposal 3. If you submit your proxy card without giving specific voting directions and you are a stockholder of record, then your shares will be voted in accordance with the recommendations of our Board.

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF SELECTION OF BDO AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2025.

   

CleanSpark 17 2025 Proxy Statement

BOARD MATTERS AND CORPORATE
GOVERNANCE

BOARD AND STOCKHOLDER MEETINGS AND ATTENDANCE

The Board has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of the Board is to oversee the management of the Company and, in doing so, serve the best interests of the Company and its stockholders. The entire Board selects, evaluates, and provides for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies and evaluates significant policies and proposed major commitments of corporate resources. The Board also participates in decisions that have a potential major economic impact on the Company. Management keeps the directors informed of Company activity through regular communication, including written reports and presentations at Board and committee meetings.

Directors are elected at each annual meeting of our stockholders and hold office until the next annual meeting of stockholders or until their respective successors are duly elected and qualified, or until prior death, resignation, or removal. During fiscal year 2024, there were 16 Board meetings, including telephonic meetings. All of our directors attended 75% or more of the total number of meetings of the Board and meetings of any committee of the Board on which such director served during the time each such individual director was serving as a director. The Company encourages, but does not require, directors to attend annual meetings of stockholders. Each of our directors attended the 2024 annual meeting of stockholders.

BOARD COMPOSITION AND ELECTION OF DIRECTORS

Director Independence

Our Board size is currently set at six members. Our Board has determined that Larry McNeill, Roger P. Beynon, Amanda Cavaleri, and Dr. Thomas L. Wood are each independent directors in accordance with the listing requirements of Nasdaq. As of October 1, 2024, Mr. McNeill serves as the Board's Lead Independent Director. Nasdaq’s independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of their family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

Board Committees

On January 24, 2020, in connection with the listing of our Common Stock on Nasdaq, our Board established three standing committees – an Audit Committee, a Compensation Committee, and a Nominations and Corporate Governance Committee – each of which operates under a charter that has been approved by our Board. The following table provides information about the current membership for each of the committees of the Board:

CleanSpark 18 2025 Proxy Statement


NAME	POSITION	AUDIT COMMITTEE	COMPENSATION COMMITTEE	NOMINATIONS AND CORPORATE GOVERNANCE
Zachary K. Bradford	Chief Executive Officer, President, and Director
S. Matthew Schultz	Executive Chairman of the Board
Larry McNeill	Lead Independent Director	*	*	*
Dr. Thomas L. Wood	Director	*	C	C
Roger P. Beynon	Director	C		*
Amanda Cavaleri	Director			*

C Chair
* Member

Audit Committee

The Audit Committee oversees the integrity of the Company’s accounting and financial reporting process and the audits of its financial statements. The Audit Committee is directly responsible for, among other matters:

•

the selection, compensation, retention, and oversight of the Company’s independent registered public accounting firm;

•

reviewing the continuing independence of the Company’s independent registered public accounting firm;

•

approving the fees and other compensation to be paid to the Company’s independent registered public accounting firm;

•

pre-approving all audit and non-audit related services provided by the Company’s independent registered public accounting firm;

•

reviewing and discussing with management and the Company’s independent registered public accounting firm the results of the quarterly and annual financial statements;

•

reviewing and discussing with management and the Company’s independent registered public accounting firm the Company’s selection, application, and disclosure of its critical accounting policies;

•

discussing with the Company’s independent registered public accounting firm, both privately and with management, the adequacy of the Company’s accounting and financial reporting processes and systems of internal control; and

•

annually reviewing and evaluating the composition and performance of the Audit Committee, including the adequacy of the Audit Committee’s charter.

The Audit Committee consists of (i) Roger P. Beynon, who is the Chairman of the Audit Committee, (ii) Dr. Thomas L. Wood, and (iii) Larry McNeill. Each member of the Audit Committee meets the requirements for independence, including the enhanced requirements applicable to audit committee members, and can read and understand fundamental financial statements in accordance with the applicable rules and regulations of the SEC and the Nasdaq listing standards. In arriving at this determination, the Board has examined each Audit Committee member’s professional experience and the nature of their employment in the corporate finance sector. The Board has also determined that Mr. Beynon qualifies as an “audit committee financial expert,” as defined under applicable SEC and Nasdaq listing standards.

The Audit Committee operates pursuant to a written charter that is available on the Company’s website at investors.cleanspark.com/governance/.

During fiscal year 2024, the Audit Committee held eight meetings.

CleanSpark 19 2025 Proxy Statement

Report of the Audit Committee of the Board of Directors

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Company’s annual report with management, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements, and the effect of any new accounting pronouncements.

The Audit Committee reviewed with the Company’s independent registered public accounting firm, which is responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and effectiveness of the Company’s internal control over financial reporting, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has discussed with the Company’s independent registered public accounting firm its independence from management and the Company, has received from the Company’s independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has considered the compatibility of non-audit services with the auditor’s independence.

The Audit Committee met with the Company’s independent registered public accounting firm to discuss the overall scope of its services, the results of its audit and reviews, and the overall quality of the Company’s financial reporting. The Company’s independent registered public accounting firm also periodically updates the Audit Committee about new accounting developments and their potential impact on the Company’s reporting. The Audit Committee’s meetings with the Company’s independent registered public accounting firm were held with and without management present. The Audit Committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board that the audited financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The Audit Committee and the Board also have recommended that the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 be submitted as a proposal at the Meeting.

The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. While the Audit Committee believes that the charter in its present form is adequate, it may in the future recommend to the Board of Directors amendments to the charter as it may deem necessary or appropriate.

The Audit Committee of the Board of Directors

Roger P. Beynon, Chairman

Dr. Thomas L. Wood

Larry McNeill

This report of the Audit Committee is not “soliciting material,” shall not be deemed “filed” with the SEC, and shall not be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

CleanSpark 20 2025 Proxy Statement

Compensation Committee

The Compensation Committee of the Board (“Compensation Committee”) evaluates, recommends, and approves policy relating to compensation and benefits of the Company’s officers and employees. The Compensation Committee is directly responsible for, among other matters:

•

annually reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer and other executive officers;

•

evaluating the performance of these officers in light of those goals and objectives and setting the compensation of these officers based on such evaluations;

•

administering and interpreting the Company’s cash and equity-based compensation plans and Clawback Policy (as defined below);

•

annually reviewing and making recommendations to the Board with respect to all cash and equity-based incentive compensation plans and arrangements; and

•

annually reviewing and evaluating the composition and performance of the Compensation Committee, including the adequacy of the Compensation Committee’s charter.

The Compensation Committee consists of (i) Dr. Thomas L. Wood, who has served as the Chairman of the Compensation Committee since October 2024, and (ii) Larry McNeill. Mr. McNeill previously served as the Compensation Committee Chairman from October 2019 to September 2024. The Board has determined that Dr. Wood and Mr. McNeill are each independent under the applicable Nasdaq listing standards, including the enhanced requirements applicable to compensation committee members, and each current member of the Compensation Committee qualifies as a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee operates pursuant to a written charter that is available on the Company’s website at investors.cleanspark.com/governance/.

The Compensation Committee may delegate its responsibilities under its charter to one or more subcommittees as it deems appropriate from time to time. The Compensation Committee may also employ a compensation consultant, independent legal counsel, or other adviser to assist in the evaluation of the compensation of the Company’s executive officers and its other duties. In addition to formal meetings held during fiscal year 2024, the Compensation Committee participated in multiple executive compensation discussions.

During fiscal year 2024, the Compensation Committee held five meetings.

Nominations and Corporate Governance Committee

The Nominating Committee is responsible for making recommendations to the Board regarding candidates for directorship and the structure and composition of the Company’s Board and committees of the Board. The Nominating Committee is directly responsible for, among other matters:

•

identifying, evaluating, and nominating candidates for appointment or election as members of the Board;

•

developing, recommending, and evaluating a set of corporate governance guidelines applicable to all of the Company’s employees, officers, and directors; and

•

annually reviewing and evaluating the composition and performance of the Nominating Committee, including the adequacy of the Nominating Committee’s charter.

The Nominating Committee consists of (i) Dr. Thomas L. Wood, who has served as the Chairman of the Nominating Committee since October 2024, (ii) Larry McNeill, (iii) Roger Beynon, and (iv) Amanda Cavaleri. Mr. McNeill previously served as the Nominating Committee Chairman from October 2019 to September 2024. The Board has determined that Dr. Wood, Mr. Beynon, Mr. McNeill, and Ms. Cavaleri are each independent under the applicable rules and regulations of Nasdaq.

The Nominating Committee operates pursuant to a written charter that is available on the Company’s website at investors.cleanspark.com/governance/.

During fiscal year 2024, the Nominating Committee held two meetings.

CleanSpark 21 2025 Proxy Statement

BOARD LEADERSHIP STRUCTURE

The Board currently consists of six directors. The positions of Chairman of the Board and Chief Executive Officer are currently separated. Our Board believes that separation of the positions of Chairman of the Board and Chief Executive Officer creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board as a whole. We believe that the current structure is appropriate at this time in that it enables Mr. Bradford to focus on his role as Chief Executive Officer of the Company, while enabling Mr. Schultz, Chairman of the Board, to continue to provide leadership on policy at the Board level. For these reasons, our Board of Directors has concluded that our current leadership structure is appropriate at this time for the size and scope of operations of a company of our size. Although the roles of Chief Executive Officer and Chairman of the Board are currently separated, the Board has not adopted a formal policy requiring such separation. Our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate to ensure the interests of the Company and its stockholders are best served.

BOARD’S ROLE IN RISK MANAGEMENT

Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include focused discussions and analyses of the risks facing us. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. Our management is responsible for day-to-day management of risk. The Board regularly discusses with management our major risk exposures, their potential impact on our business, and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand the Company’s risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, and reputational risk.

The Audit Committee reviews information regarding liquidity and operations and oversees our management of financial and cybersecurity risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related party transactions. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention, and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor, or control such exposures. The Compensation Committee is responsible for assessing whether any of our compensation policies or programs have the potential to encourage excessive risk-taking. The Nominating Committee reviews compliance with external and internal policies, procedures, and practices consistent with the Company’s charter and our bylaws (as amended, restated, or otherwise modified from time to time, the “Bylaws”).

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports and by members of our management team about such risks. Matters of significant strategic risk and enterprise-wide risk exposures are considered by our Board as a whole.

BOARD DIVERSITY

Our Nominating Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills, and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

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personal and professional integrity, ethics, and values;

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experience in corporate management, such as serving as an officer or former officer of a publicly held company;

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experience as a board member of another publicly held company;

CleanSpark 22 2025 Proxy Statement

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finance experience;

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diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

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diversity of background and perspective, including, but not limited to, with respect to age, gender, race, sexual orientation, place of residence, and specialized experience;

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experience relevant to our business industry and with relevant social policy concerns; and

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relevant academic expertise or other proficiency in an area of our business operations.

Currently, the Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees. Our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Director Skills and Demographic Matrix as of January 22, 2025


SKILLS AND EXPERIENCE	ZACHARY K. BRADFORD	S. MATTHEW SCHULTZ	LARRY MCNEILL	DR. THOMAS L. WOOD	ROGER P. BEYNON	AMANDA CAVALERI
Industry and Technology	X					X
Executive Leadership	X	X	X	X	X	X
Growth and Emerging Technologies	X	X				X
Global Business		X	X	X		X
Financial and Accounting	X	X	X	X	X
Service, Operations, and Manufacturing	X		X	X
Strategy and Innovation	X	X	X	X		X
Communication and Marketing		X	X
Digital Assets	X	X				X
Corporate Governance	X		X	X	X
Demographics
Age	38	55	83	59	78	36
White	X	X	X	X	X
Chose Not to Identify

SEC Form DEF 14A filed by CleanSpark Inc.