Amanda Cavaleri
About Amanda Cavaleri
Independent director at CleanSpark since December 2022, age 36. Background includes managing director of a global Bitcoin advisory firm (since Sep 2019), former CEO of a Wyoming company developing bitcoin mining sites (Oct 2021–Nov 2024), co‑founder of a structured equity fund (since May 2021), prior CMO/VP Business Development at a privacy platform (Aug 2018–Mar 2019), and managing director of an emerging tech advisory firm (2013–2018). Education: M.S. in Technology Commercialization (UT Austin, McCombs) and B.S. (Regis University). The Board deems her independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Bitcoin advisory firm | Managing Director | Sep 2019–present | Advises hedge/venture funds, financial services, and mining clients in Bitcoin ecosystem. |
| Wyoming Bitcoin mining sites developer | Chief Executive Officer | Oct 2021–Nov 2024 | Led development of sites leveraging stranded energy; potential industry overlap with CLSK’s footprint. |
| Structured equity fund management company | Co‑founder | Since May 2021 | Emerging markets focus. |
| Privacy platform | Chief Marketing Officer & VP Business Development | Aug 2018–Mar 2019 | Go‑to‑market and partnerships. |
| Emerging technology advisory firm | Managing Director | Jan 2013–Dec 2018 | Advisory across emerging tech domains. |
| AARP | Innovation Fellow | 2016–2017 | Innovation program fellow. |
| Carnegie Mellon & UPMC QoLT Center | Thought Leader | 2014–2017 | Technology/quality of life initiatives. |
External Roles
| Organization | Role | Area | Notes |
|---|---|---|---|
| Bitcoin Today Coalition | Board of Advisors | Policy/advocacy | (c)(4) focused on Bitcoin literacy among U.S. policymakers. |
| Jackson Hole International Film Festival | Board of Directors | Non‑profit | Governance role. |
| Author | Co‑author | Publication | “Bitcoin and the American Dream” (2021). |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq rules. |
| Board tenure | Director since Dec 2022; nominated for re‑election at 2025 AGM. |
| Committees | Nominations & Corporate Governance: Member; not on Audit or Compensation; not a Committee Chair. |
| Attendance | FY2024: Board held 16 meetings; all directors attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting. |
| Board leadership | Separate Chair (Executive Chairman) and CEO; Lead Independent Director role established (Larry McNeill). |
Fixed Compensation (Non‑employee Director)
| Fiscal Year | Cash Retainer ($) | Equity (RSUs) – Fair Value ($) | Total ($) | Vesting Details |
|---|---|---|---|---|
| 2024 | 120,000 | 200,000 | 320,000 | RSUs vested 25% each quarter during FY2024; none unvested at 9/30/2024. |
Performance Compensation
- No performance‑based compensation disclosed for non‑employee directors; equity grants are time‑based RSUs (not PSU/option performance awards).
- Additional director RSU grant reported in FY2025 via Form 4 footnote: 34,130 RSUs granted on Oct 2, 2024, vesting in equal quarterly installments beginning Feb 13, 2025 (ownership footnote).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy for the last five years beyond CleanSpark. |
| Interlocks/conflicts | No director interlocks or related‑party transactions disclosed involving Ms. Cavaleri. |
Expertise & Qualifications
- Bitcoin/digital assets; alternative investments; policy/regulatory exposure; strategy/innovation; executive leadership.
- Board skills matrix indicates her coverage in: Industry & Technology, Executive Leadership, Growth & Emerging Technologies, Global Business, Strategy & Innovation, Digital Assets.
Equity Ownership
| As of Record Date | Common Shares Beneficially Owned | % of Outstanding | Notes/Breakdown |
|---|---|---|---|
| Jan 9, 2025 | 127,691 | 0.05% | Includes 119,159 shares held directly and 8,532 RSUs vesting within 60 days of record date. |
- Hedging/derivatives: Company Insider Trading Policy prohibits hedging or monetization transactions by directors/officers/employees.
Insider Trades (Form 4)
| Date | Transaction | Shares | Price ($) | Value ($) | Post‑trade Holdings | Source |
|---|---|---|---|---|---|---|
| Mar 24, 2025 | Open market sale | 13,000 | 7.9692 | 103,600 | 140,289 |
Governance Assessment
- Strengths
- Independent director with relevant Bitcoin/mining, policy, and emerging tech expertise; skills matrix coverage in Digital Assets and Strategy/Innovation.
- Active committee service (Nominations & Corporate Governance); overall Board independence majority, with Lead Independent Director in place and separated Chair/CEO structure.
- Attendance/engagement: ≥75% attendance in FY2024 across Board/committees; all directors attended 2024 annual meeting.
- Ownership alignment via time‑vested RSUs; beneficial ownership of ~0.05% as of Jan 9, 2025; hedging prohibited by policy.
- Compensation governance: Compensation Committee uses independent consultant (Compensia); committee independence affirmed; last say‑on‑pay approval 84.1% (2023), signaling shareholder support.
- Watch items / potential conflicts
- Industry overlap: Prior CEO role at a Wyoming bitcoin mining developer through Nov 2024; while no related‑party transactions are disclosed, overlap warrants monitoring for competitive or counterparty conflicts as CLSK expands in overlapping geographies.
- Capital structure: Series A Preferred carries 45 votes per share (78.75M votes total at record date), with Bradford, Schultz, and McNeill collectively holding 1.5M of 1.75M preferred shares, concentrating voting power; this is a broader governance consideration for investor influence (not specific to Cavaleri).
- Insider activity: One small open‑market sale (13,000 shares; ~$103.6k) on Mar 24, 2025; post‑trade holdings ~140k shares; isolated sale likely diversification but continue to monitor patterns.
RED FLAGS: None disclosed specific to Ms. Cavaleri in related‑party transactions, pledging, Section 16 compliance, or attendance. The company reported no late Section 16 filings for FY2024. Continue monitoring for potential industry‑overlap conflicts given prior operator role.
