Larry McNeill
About Larry McNeill
Larry McNeill (age 83) has served on CleanSpark’s board since January 2015; he was Chairman from September 2017 to October 2019, chaired the Compensation and Nominating & Corporate Governance Committees through September 2024, and has been the Lead Independent Director since October 2024. His background spans real estate, finance, research, legal, and corporate development, including leadership roles at Safeway (international expansion, 1970–1975), A&P (market research, expansion into Saudi Arabia), and 17 years as SVP Corporate Development at Smith’s Food and Drug Stores (retired in 1996). He holds a BA in business administration/economics/Russian (Minnesota State University), an MBA (Armstrong University), and completed coursework toward a PhD in business management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safeway Grocery Stores, Inc. | Director of Consumer, Sales, and Store Location Research | 1970–1975 | Led expansion into Europe, Australia, and Canada |
| A&P | Director of Market Research | Not disclosed | Led expansion into Saudi Arabia |
| Smith’s Food and Drug Stores | Executive Officer; SVP Corporate Development | 17 years; retired 1996 | Oversaw Research, Real Estate, and Legal departments; retired post-merger with Fred Meyer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy states no other public company directorships held over the past five years |
Board Governance
- Role: Lead Independent Director since October 1, 2024; Board determined McNeill is independent under Nasdaq rules .
- Committee assignments (current): Audit (member), Compensation (member), Nominating & Corporate Governance (member). Committee chairs: Audit—Roger P. Beynon; Compensation—Dr. Thomas L. Wood; Nominating—Dr. Thomas L. Wood .
- Attendance: Board met 16 times in FY2024; all directors attended ≥75% of Board/committee meetings and attended the 2024 annual meeting .
- Board structure: Six directors; Chair and CEO roles separated (Executive Chairman: S. Matthew Schultz; CEO: Zachary Bradford) .
| Governance Metric (FY2024) | Value |
|---|---|
| Board meetings | 16 |
| Audit Committee meetings | 8 |
| Compensation Committee meetings | 5 |
| Nominating & Corporate Governance Committee meetings | 2 |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 120,000 | Paid $10,000 monthly |
| Equity (RSUs, fair value) | 200,000 | RSUs vested 25% per quarter during FY2024; none unvested/outstanding as of 9/30/2024 |
| Total | 320,000 | Non-employee director compensation |
Performance Compensation
- Director equity awards are time-vested RSUs; no director-specific performance metrics disclosed .
- As a Compensation Committee member, McNeill oversees executive compensation frameworks using the following Company-selected measures:
| Executive LTI Metrics Used by Compensation Committee | Description |
|---|---|
| Operating cost per exahash relative to peers | Efficiency benchmark vs. mining peers |
| Path to post-halving net positive revenue | Balanced focus on revenues, earnings, capex, cash flow, ROE |
| Corporate culture | Employee compensation, safety, retention, satisfaction |
| Industry leadership | Influence, prominence, and standard setting |
| Stock price linkage | Long-term incentives aligned with stock price increases |
Clawback Policy exists and is administered by the Compensation Committee; Insider Trading Policy prohibits hedging/monetization transactions .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed over past five years |
| Series A Preferred Stock | McNeill owns 500,000 shares (28.57% of class); CEO and Executive Chairman each also own 500,000; the three also collectively own Celtic, LLC (33.33% each), which holds 250,000 Series A shares (excluded from individual counts due to lack of unilateral control) |
| Voting power via Preferred | Directors and executive officers as a group hold 1,500,000 Series A Preferred shares, entitling them to 67,500,000 votes toward quorum—indicating significant voting influence |
| Independence determination | Board deemed McNeill independent (Nasdaq rules) |
Expertise & Qualifications
- Skills matrix: Executive leadership, global business, financial & accounting, service/operations/manufacturing, strategy & innovation, corporate governance, communication/marketing .
- Education: BA in business administration/economics/Russian; MBA; PhD coursework in business management .
Equity Ownership
| Ownership (as of Jan 9, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Common Stock beneficial ownership | 263,169 | 0.09% | Includes 183,001 direct; 71,636 Roth IRA; 8,532 RSUs vesting within 60 days |
| Series A Preferred Stock | 500,000 | 28.57% | Individual holdings; excludes Celtic, LLC’s 250,000 Series A due to shared control |
| Hedging/Pledging | Hedging/monetization prohibited by policy; no pledging disclosure found |
Insider Trades and Section 16 Compliance
| Date/Period | Disclosure | Notes |
|---|---|---|
| FY2021 | One Form 4 was inadvertently filed late for Larry McNeill due to administrative error | Historical compliance issue noted in proxy |
Governance Assessment
- Strengths
- Long-tenured independent director with deep operational and corporate development experience; currently Lead Independent Director, enhancing oversight .
- Strong engagement: committees across Audit, Compensation, and Nominating; robust meeting cadence in FY2024; attendance thresholds met .
- Compensation structure for directors balanced cash/equity with time-based vesting; hedging prohibited; clawback policy in place for executives overseen by Compensation Committee .
- Risks and potential red flags
- Significant voting concentration via Series A Preferred (500,000 shares personally; group holds 1.5M Series A with 67.5M votes), creating potential entrenchment risk and perceived control misalignment with common holders .
- Interlock with CEO and Executive Chairman through shared ownership interests (Celtic, LLC), heightening conflict perception despite formal independence determination .
- Historical late Section 16 filing (FY2021), albeit administrative and dated .
- Neutral/other observations
- No other public company board roles disclosed (limits external interlocks but also reduces outside benchmarking exposure) .
- Board maintains separation of Chair and CEO roles; McNeill as Lead Independent Director supports independent oversight .
Overall: McNeill’s broad operational background and leadership as Lead Independent Director support board effectiveness; however, the Series A Preferred voting structure and shared ownership interlocks with top executives are notable governance risk indicators that investors should monitor for potential influence over key votes and director elections .
