Roger Beynon
About Roger P. Beynon
Roger P. Beynon (age 78) has served as an independent director of CleanSpark since October 2019. He is owner of Beynon & Associates, a public accounting firm operating since 1984, and is a Certified Public Accountant (CPA) and Certified Fraud Examiner (CFE); he is a past president of the Utah Association of CPAs. He served as chairman of Transwest Credit Union until its merger with Utah Community Credit Union on January 1, 2025. He holds a bachelor’s degree in accounting with a minor in banking and finance from Weber State University. The Board has determined he is independent under Nasdaq rules and qualifies as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CleanSpark, Inc. | Director | Oct 2019–present | Audit Committee Chair (financial expert); member, Nominating & Corporate Governance |
| Beynon & Associates | Owner | 1984–present | Leads accounting/tax services to businesses |
| Transwest Credit Union | Chairman of the Board | Until Jan 1, 2025 | Led governance until merger into Utah Community Credit Union |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Utah Association of CPAs | Past President | Not disclosed | Professional leadership role |
| Public company directorships | — | Last five years | None disclosed (no other SEC-registered boards) |
Board Governance
- Independence: The Board deems Beynon independent under Nasdaq rules; he serves alongside three other independent directors.
- Committee assignments (FY2024/2025):
- Audit Committee: Chair; members include Dr. Thomas L. Wood and Larry McNeill. The Board designated Beynon as an “audit committee financial expert.”
- Nominations & Corporate Governance: Member; chaired by Dr. Wood.
- Compensation: Not a member.
- Attendance: Board met 16 times in FY2024; all directors attended ≥75% of Board and committee meetings. The Audit Committee met 8 times.
- Shareholder vote support: At the March 11, 2024 annual meeting, Beynon received 141,425,715 votes FOR and 688,196 WITHHELD (broker non-votes 50,323,307), evidencing strong re-election support.
- Governance scaffolding: CleanSpark maintains a Code of Business Conduct and Ethics, Insider Trading Policy (including anti-hedging), and committee charters posted on its governance site.
Fixed Compensation
| Year (Fiscal) | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees | Notes |
|---|---|---|---|---|
| 2021 | 37,917 | Included in cash (Audit/Comp committee member fees) | Not disclosed | Board raised retainers in Apr 2021; some directors elected stock in lieu of cash |
| 2023 | 113,333 | — | Not disclosed | Monthly payments; partial months Oct–Nov 2022 accounted for lower total |
| 2024 | 120,000 | — | Not disclosed | $10,000 per month |
- Structure: Latest proxy discloses a flat annual cash retainer for non-employee directors; no separate meeting fees were disclosed for FY2024.
Performance Compensation
| Year (Fiscal) | Equity Type | Grant Value ($) | Vesting/Metrics |
|---|---|---|---|
| 2021 | Restricted stock | 15,000 | Time-based; details per award |
| 2023 | RSUs | 200,000 | Vested 25% per quarter in FY2023; none unvested at FY end |
| 2024 | RSUs | 200,000 | Vested 25% per quarter in FY2024; none unvested at FY end |
- Metric design: No performance-conditional (PSU/TSR/EBITDA) structures are disclosed for director equity; director RSUs vest solely on time and quarterly schedules.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed over last five years |
| Private/non-profit roles | Transwest Credit Union (Chair, until Jan 1, 2025); professional leadership in Utah Association of CPAs |
| Interlocks/Conflicts | No public-company interlocks or related-party ties disclosed for Beynon |
Expertise & Qualifications
| Credential | Evidence |
|---|---|
| CPA, CFE | Active CPA and CFE credentials; audit committee financial expert designation |
| Board governance & finance | Long-tenured accounting firm leadership; chairing audit oversight |
| Sector familiarity | Financial/accounting expertise applicable to bitcoin mining audit complexity |
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Common) | 149,913 shares | 0.05% of class; includes RSUs vesting within 60 days |
| RSUs vesting ≤60 days | 8,532 shares | Included in beneficial ownership per SEC rules |
| Options/derivatives | Not disclosed for director in proxy | Director equity shown as RSUs; option holdings not listed for directors in 2025 proxy |
| Pledging/Hedging | Hedging prohibited; pledging not explicitly disclosed for directors | Insider Trading Policy prohibits hedging/monetization transactions |
Insider Trades
| Date | Type | Shares | Price ($) | Value ($) | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| May 21, 2025 | Open market sale | 50,000 | 10.51 | 525,285 | 125,511 |
- Pattern: Public sources indicate net insider selling across CLSK in recent months; no Beynon insider purchases reported. Note: We attempted to fetch Form 4s via the insider-trades skill, but the API returned 401 Unauthorized; above data cites SEC link and reputable aggregators.
Compensation Committee Analysis
- Membership/independence: Compensation Committee currently chaired by Dr. Thomas L. Wood; member Larry McNeill; both independent and qualify as non-employee directors under Rule 16b-3.
- Consultant: Compensia engaged by the Compensation Committee; determined independent; provided market analysis and incentive plan guidance.
- Say-on-Pay cadence and results: Company holds say-on-pay every two years; in 2023, 84.1% of votes cast favored NEO compensation.
- Clawback Policy: Adopted Nov 30, 2023 in accordance with Rule 10D‑1 and Nasdaq; the Compensation Committee’s recovery analysis following corrections found no erroneously awarded incentive compensation.
Fixed Compensation (Director Trend Table)
| Fiscal Year | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2021 | 37,917 | 15,000 | 52,917 |
| 2023 | 113,333 | 200,000 | 313,333 |
| 2024 | 120,000 | 200,000 | 320,000 |
Performance Compensation (Metrics Table)
| Award Type | Performance Metrics Disclosed | Vesting |
|---|---|---|
| Director RSUs | None (no performance conditions) | Time-based; quarterly vesting, 25% per quarter; none unvested at FY end |
Related Party Transactions & Conflicts
- Item 404 disclosures: The 2025 proxy discloses one related person—Isaac Holyoak, former CCO and brother-in-law of CEO—compensation ~$227,644 in FY2024; no Beynon-related transactions disclosed.
- Policy oversight: Audit Committee (chaired by Beynon) reviews and approves related person transactions under written policy, considering arm’s length terms.
- Family relationships: None among directors and named executive officers.
Say-on-Pay & Shareholder Feedback
| Year | Item | Outcome |
|---|---|---|
| 2023 | Say-on-Pay (biennial) | 84.1% approval |
| 2024 | Director elections (incl. Beynon) | Strong support; Beynon votes FOR 141,425,715 (WITHHELD 688,196) |
Governance Assessment
- Strengths:
- Audit oversight: Beynon brings CPA/CFE credentials and chairs an active Audit Committee (8 meetings in FY2024), designated as financial expert—supports financial reporting rigor.
- Independence and attendance: Independent status with ≥75% attendance; strong shareholder support for re-election.
- Clear anti-hedging and clawback policies; comprehensive committee charters and governance disclosures.
- Alignment:
- Director pay is balanced between fixed cash ($120k) and time-based equity ($200k RSUs), with no performance-conditional grants—typical for directors but implies alignment via stock ownership rather than KPIs.
- Beneficial ownership modest at 0.05% of outstanding common; RSUs vesting in near term enhance alignment.
- Watch items / RED FLAGS:
- Insider selling: May 2025 sale of 50,000 shares by Beynon; while not inherently problematic, steady net selling across insiders warrants monitoring for sentiment signal.
- Concentrated voting power: Series A Preferred (45 votes/share) largely held by CEO, Executive Chairman, and Lead Independent Director (85.71% of preferred; 78.75M votes), which can concentrate influence despite independent board members; Beynon does not hold preferred shares.
- No explicit director ownership guidelines disclosed; anti-pledging specifics for directors not stated (hedging prohibited).
Overall, Beynon’s audit leadership, independence, and attendance support board effectiveness. The lack of director performance-conditional equity is standard, but monitoring insider sale activity and the company’s concentrated preferred voting structure remains prudent for investor confidence.
