Brian Carson
About Brian Carson
Brian Carson, age 50, has served as CleanSpark’s Chief Accounting Officer (Principal Accounting Officer) since October 1, 2024, after joining the company as Director of Financial Reporting in October 2022. He previously spent seven years as an Audit Manager at Deloitte and held controller roles at SAHARA Las Vegas and Drake Automotive; he holds a bachelor’s degree in accounting from Westminster University . Company performance during FY2024 featured strong revenue growth to $379.0 million and adjusted EBITDA of $245.8 million, alongside a reported FY2024 total shareholder return of approximately -19% (value of $100 investment ≈ $80.59) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CleanSpark, Inc. | Director of Financial Reporting | Oct 14, 2022 – Oct 1, 2024 | Led closing, reporting, spend analysis, systems implementations supporting growth and crypto accounting policies |
| SAHARA Las Vegas | Financial Controller | Aug 2021 – Oct 2022 | Oversaw corporate accounting in hospitality operations |
| Drake Automotive Group | Corporate Controller | Aug 2020 – Jan 2022 | Led corporate accounting in consumer products; process improvements |
| Resources Global Professionals | Financial Consultant | Sep 2019 – Mar 2020 | Advisory on financial processes and controls |
| Deloitte | Audit Manager | ~7 years (early career) | Public company audits; foundation in GAAP, internal controls |
External Roles
- None disclosed beyond corporate roles; permitted nonprofit board service under 2025 employment agreement with prior approval .
Fixed Compensation
| Component | Oct 2024 Employment Agreement | Sept 2025 Employment Agreement |
|---|---|---|
| Role | Chief Accounting Officer | Chief Accounting Officer |
| Base Salary | $300,000 | $425,000 |
| Target Bonus % | Up to 40% of base (discretionary) | Up to 75% of base (discretionary; Committee anticipates setting performance criteria) |
| RSU Grant (time-based) | 131,148 RSUs contemplated under 2025 LTIP (subsequently not issued as KPI targets were not finalized) | 280,837 RSUs (three equal annual installments) |
| Agreement Term | Initial term through Sep 30, 2026; auto‑renewal for successive 1‑year periods unless 90 days’ notice | Open term until terminated per agreement |
Performance Compensation
| Award | Metric Linkage | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| FY2025 Performance RSUs (131,000) | Board described grants to reflect FY2025 performance (operational and financial efficiency, responsible growth, major transactions) | Not disclosed | Not disclosed | 25% vested as of Sep 9, 2025 | 25% on Sep 9, 2025; remaining 75% in 6 equal semi‑annual tranches starting Feb 13, 2026 |
| FY2025 Retention RSUs (131,000) | Retention through CEO transition and beyond | Not disclosed | Not disclosed | Time‑based | Three equal annual installments on each of the 1st, 2nd, and 3rd anniversaries of grant date |
| Annual Cash Bonus | Company uses bitcoin mining and financial KPIs; Carson’s bonus discretionary vs performance criteria | Not disclosed | Not disclosed | Discretionary | Annual, per Committee determination |
Vesting schedule specifics (derived from the grant terms):
- Performance RSUs: 32,750 shares on Sep 9, 2025; then 16,375 shares each on Feb 13, 2026; Aug 13, 2026; Feb 12/13, 2027; Aug 13, 2027; Feb 13, 2028 .
- Retention RSUs: ~43,667 shares on each of year 1, year 2, year 3 anniversaries .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Insider Trading Policy | Prohibits hedging/monetization and restricts unauthorized margin trading or pledging of company stock |
| Clawback Policy | Executive Incentive Compensation Recoupment (Rule 10D‑1; effective Nov 30, 2023); no recoveries required in past analysis |
| Recent Form 4 activity | Sep 2025 transactions: exercise of 32,750 RSUs/options and sale of 7,975 shares to cover taxes (price ~$9.3508); filings on Sep 8–9, 2025 |
| Form 144 notice | Filed Sep 8, 2025 indicating proposed sale under Rule 144 |
| Beneficial holdings disclosure | Not included in 2025 proxy’s NEO table (Carson not an FY2024 NEO); holdings visible via Form 4s rather than proxy tables |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term and Renewal | 2014 agreement initial term to Sep 30, 2026 with auto‑renewal; 2025 agreement effective Sep 4, 2025, continuing until terminated per agreement |
| Termination Notice | Either party may terminate with 30 days’ notice (Oct 2024 agreement) |
| Severance (no cause or good reason resignation) | Lump sum: (½ + 1⁄12 per full year of service, rounded up) × current base salary; paid within 10 business days; COBRA reimbursement up to 12 months; equity per 2017 Plan/award terms |
| Non‑Compete | 12‑month restricted period post‑employment; worldwide where CleanSpark operates/plans to operate; prohibits roles in server centers or crypto mining; passive stakes <5% allowed |
| Non‑Solicit | 2‑year restricted period; prohibits soliciting/hiring recent employees and interfering with business relations |
| 409A Compliance | Express Code Section 409A compliance; specified six‑month delay for “specified employee” separation, reimbursement timing, and separate payment treatment |
| Equity Plan and CIC | Awards subject to 2017 Incentive Plan; plan provides accelerated vesting upon change‑in‑control for certain awards |
| Clawback | Executive Incentive Compensation Recoupment Policy (Nov 30, 2023) |
| Tax Gross‑Ups | Company states no obligation for NEOs to provide 280G/4999 or 409A gross‑ups; not specifically enumerated for Carson |
Performance & Track Record
| Measure | FY2024 Outcome |
|---|---|
| Revenue | $379.0 million |
| Adjusted EBITDA | $245.8 million |
| Hashrate | 27.6 EH/s at FY2024 end; exceeded 37 EH/s in Dec 2024 |
| Gross Profit Margin | 56% in bitcoin mining (drivers: efficiency, energy pricing, bitcoin price, scale) |
| TSR (value of $100 investment) | ≈ $80.59; FY2024 return ≈ −19% |
Additional FY2025 operational achievements cited in Board’s RSU decision include the GRIID acquisition (Oct 2024), $650 million 0% convertible notes, upsized Coinbase credit line, and reaching 50 EH/s self‑operated hash .
Compensation Committee & Governance Context
- Compensation Committee engaged Compensia; uses peer benchmarking; emphasizes operating efficiency, transparency, and culture; say‑on‑pay approval 84.1% in 2023 .
- Insider Trading Policy and governance documents posted; directors independent and board committees structured per Nasdaq rules .
Investment Implications
- Semi‑annual and annual RSU vesting cadence from Sep 2025 through 2028 suggests predictable windows for potential Form 4 tax‑withholding sales or discretionary sales, as evidenced by September 2025 activity; monitor settlement dates around Feb/Aug for potential flow impact .
- Strong governance mitigants include an explicit clawback policy and prohibitions against hedging/unauthorized pledging, reducing alignment risks; non‑compete/non‑solicit provisions lower immediate post‑departure competitive risk .
- Carson’s role as Principal Accounting Officer implies ongoing leadership in SEC reporting and internal control discipline through growth and financing cycles; discretionary bonus tied to operational/financial KPIs (hashrate, efficiency, revenue/EBITDA) tightens pay‑for‑performance alignment as criteria are set by the Committee .
