Gary Vecchiarelli
About Gary Vecchiarelli
Gary A. Vecchiarelli is CleanSpark’s Chief Financial Officer, serving since December 2021. He holds a B.S. in Business Administration (Accounting) from San Jose State University and is a licensed CPA in CA and NV (since 2006) . Under his finance leadership, CleanSpark’s FY2024 revenue reached ~$379 million (+125% YoY), adjusted EBITDA rose to ~$245.8 million (+882% YoY), and operational scale improved (27.6 EH/s at FY-end, >37.5 EH/s by December 2024) . Over the last three fiscal years, CleanSpark’s disclosed TSR “value of $100” tracked 27.44 (FY2022), 32.87 (FY2023), and 80.59 (FY2024) as reported in Pay Versus Performance tables .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BDO USA LLP (Las Vegas) | Manager (Audit) | 2008–2011 | Opened the Las Vegas audit practice; foundation in public company reporting and controls . |
| Galaxy Gaming, Inc. (OTC:GLXZ) | Senior finance leadership | May 2012–Dec 2016 | Finance leadership at a high-growth public gaming supplier . |
| Golden Entertainment, Inc. (NASDAQ:GDEN) | Senior finance leadership | Jan 2017–Feb 2019 | Finance operations at a public gaming operator . |
| Imatrex, Inc. | Chief Financial Officer | Jul 2019–Sep 2021 | CFO for a high‑tech medical imaging solutions company . |
| CleanSpark, Inc. | Chief Financial Officer | Dec 2021–Present | Guided acquisitions, equity raises, and strategic debt financings; instrumental in building a strong balance sheet and corporate bitcoin holdings . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Financial Executives International – Las Vegas Chapter | Board Member; President (2016–2017) | Since 2014 | Executive finance leadership community engagement and governance . |
| Coral Academies of Las Vegas | Board Member | Since 2018 | Oversight at a leading Nevada charter school system . |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | Stock Awards (Grant-date FV, $) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 425,000 | 1,191,666 | 300,001 | — | 104,867 (includes BTC paid per agreement) | 2,021,534 |
| 2023 | 400,000 | 400,000 | 2,282,000 | — | 49,233 | 3,131,233 |
| 2022 | 263,828 | 145,300 | 1,707,000 | — | — | 2,116,128 |
Notes:
- Narrative disclosure specifies executives can receive discretionary and non‑equity incentive bonuses tied to operating efficiency, growth/expansion milestones, hashrate, and cost optimization specific to bitcoin mining operations .
- “All Other Compensation” includes bitcoin payments under employment agreements (Mr. Vecchiarelli earned 2.0 BTC in FY2024; value captured at issuance date) .
Performance Compensation
| Metric | Weighting | FY24 Target (as disclosed) | FY24 Actual/Outcome | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue Growth | Not disclosed | Increase revenues YoY | ~$379m, +125% YoY | CFO cash bonus $1,191,666 (plan weights not disclosed) | Cash (annual) |
| Hashrate | Not disclosed | Increase hashrate | >27 EH/s at FY-end; 37.5 EH/s in Dec 2024; capital raised to reach 50 EH/s in 1H FY25 | Included within non‑equity/discretionary bonus | Cash (annual) |
| Balance Sheet Strength | Not disclosed | Maintain strong liquidity and low leverage | $431.7m liquid assets; $66.0m total debt at FY-end 2024 | Included in overall bonus evaluation | Cash (annual) |
| Profitability/Efficiency | Not disclosed | Preserve/enhance gross margin or energy efficiency | 56% gross profit margin; 19.05 joules/TH fleet efficiency | Included in overall bonus evaluation | Cash (annual) |
| Production | Not disclosed | Increase BTC mined | 7,092 BTC mined vs 6,903 in FY23 (+3%) | Included in overall bonus evaluation | Cash (annual) |
| Market Share | Not disclosed | Increase % of global hashrate | ~4.4% (from ~2.3%) | Included in overall bonus evaluation | Cash (annual) |
Additional context:
- Long-term incentives are predominantly RSUs, with time‑based and performance‑based awards (operational targets like hashrate and market targets tied to stock price appreciation); hedging is prohibited, and pledging/margin is restricted for executives .
- Pay versus performance disclosure shows Company-selected measure of Adjusted EBITDA increased to $245.8m in FY2024 (from $25.0m FY2023) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 508,049 shares; ~0.18% of class (as of Jan 9, 2025; 280,806,400 shares o/s) . |
| Unvested RSUs outstanding (9/30/2024) | 40,000 (2022 grant, 3-year annual vesting installments beginning with grant date); 19,272 (2024 grant with 40% immediate vest + remainder in 12 quarterly installments) . |
| FY2024 stock vested | 661,419 shares; value realized $10,067,370 (based on closing price on vesting dates) . |
| Options (exercisable/unexercisable) | None outstanding for CFO . |
| Hedging/Pledging | Hedging prohibited; pledging/margin restricted by policy; insider trading policy applies to executives and controlled entities . |
| Ownership guidelines | Proxy highlights trading policy and LTI design; no explicit executive ownership multiple disclosed in proxy . |
2024 RSU Grant – Vesting Schedule (CFO)
| Grant date | Shares | Fair value per RSU | Immediate vest | Remainder vesting cadence |
|---|---|---|---|---|
| 9/30/2024 | 32,120 | $9.34 | 40% on 9/30/2024 | Remaining 60% in 12 equal quarterly installments: Feb 13, 2025; May 13, 2025; Aug 13, 2025; Dec 3, 2025; Feb 13, 2026; May 13, 2026; Aug 13, 2026; Dec 3, 2026; Feb 12, 2027; May 13, 2027; Aug 13, 2027; Dec 3, 2027 . |
2022 RSU Grant – Vesting Overview (CFO)
- Granted 9/12/2022; subject to three-year vesting period in three annual installments beginning with grant date (40,000 unvested at 9/30/2024 per outstanding awards table) .
Security ownership and policy implications:
- Company’s insider trading policy prohibits hedging and restricts pledging/margin, which reduces misalignment risks from hedging or share-collateralized leverage .
- No footnote indicating pledged shares for Mr. Vecchiarelli in the beneficial ownership table; policy oversight reduces pledging risk .
Employment Terms
| Topic | Terms for Gary Vecchiarelli (Category 2 NEO) |
|---|---|
| Severance – Without Cause | 12 months’ base salary plus continued benefits; bonus equal to 100% of the bonus paid in the prior 12 months, generally payable over 12 months (or as elected by the Company); all unvested awards immediately vest and become exercisable . |
| Severance – For Cause | No severance beyond accrued salary/expenses; unvested awards forfeited . |
| Disability/Death | No additional salary-based severance (only accrued salary); any unpaid, earned bonus; all unvested awards immediately vest . |
| Change-in-Control (equity plan) | 2017 Incentive Plan provides for accelerated vesting of unvested options upon a change in control as defined by the plan . |
| Clawback | Compensation Recoupment (Clawback) Policy effective Nov 30, 2023; applies to current/former covered executive officers; no recovery required after restatement-related review (metrics unaffected) . |
| Tax gross-ups | Company has no obligation to provide 280G/4999/409A tax gross‑ups . |
| Pension/Deferred Comp | No defined benefit plan; no nonqualified deferred compensation plan . |
Additional Context: Compensation Governance and Signals
- Compensation Committee and consultant: Independent committee (Dr. Wood, Chair; Larry McNeill) engaged Compensia for market analyses and plan design; 2023 Say‑on‑Pay approval 84.1% .
- LTI design: Mix of time‑based and performance‑based RSUs tied to operational (hashrate) and market (stock price) targets; equity awards under 2017 Plan; no options granted to executives in FY2024 .
- Company performance highlights (FY2024): 27.6 EH/s; 667 MW capacity; 7,092 BTC mined; direct energy cost $21,401/BTC; held 6,819 BTC at FY-end .
Investment Implications
- Alignment: CFO’s compensation mix includes meaningful equity exposure (time‑based RSUs with multi-year vesting). FY2024 vested shares (661,419; $10.07m value at vest) and ongoing quarterly vesting through Dec 2027 create continuing alignment but also potential supply overhang aligned to vesting dates .
- Retention risk: Category 2 severance provides 12 months’ salary and prior‑year bonus replication plus immediate vesting, offering stability; quarterly RSU vesting cadence increases the cost of early departure and supports retention through 2027 .
- Trading/pledging risk: Hedging prohibited; pledging/margin restricted by policy—reduces misalignment or forced‑sale risk from collateral calls .
- Pay-for-performance: Bonuses tie to operational metrics (revenue, hashrate, efficiency, liquidity, production, market share), consistent with FY2024 operational outperformance and significant adjusted EBITDA improvement, supporting incentive relevance for a capital‑intensive, cyclical bitcoin mining model .
- Governance: No tax gross‑ups and an active clawback policy are shareholder‑friendly features; prior Say‑on‑Pay support of 84.1% suggests investor acceptance of pay design as of 2023 .
Overall, Gary Vecchiarelli’s package signals strong operationally linked incentives, clear retention hooks via staged RSU vesting, controlled trading risks, and shareholder‑friendly policies. Near‑term insider supply dynamics should be monitored around quarterly vesting dates and any significant incremental grants, especially given FY2024’s immediate 40% vest feature on new RSUs and realized value at vesting .
