S. Matthew Schultz
About S. Matthew Schultz
S. Matthew Schultz is CleanSpark’s co-founder, Executive Chairman, and former CEO; he has served as a director since March 2014, was CEO from 2014 to October 2019, and became Executive Chairman thereafter; he is 55 years old . Under his and management’s leadership, CleanSpark pivoted from energy software to bitcoin mining, raising over $2B in capital and scaling to 750+ MW with >5% of global hashrate, while separating the CEO and Chair roles for governance balance . Company performance during the last three fiscal years shows TSR of 80.59/32.87/27.44 (indexed $) in FY2024/FY2023/FY2022, net income of $(145.8)M/$(138.1)M/$(57.3)M, and adjusted EBITDA of $245.8M/$25.0M/$56.1M, framing pay-versus-performance context . In FY2024, revenue grew 125% to $379.0M, hashrate rose to 27.6 EH/s, and miner efficiency improved to 21.9 W/TH, while TSR for that period was -19% versus the prior year, highlighting the bitcoin cycle’s impact on shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CleanSpark, Inc. | Co-founder; Director | Since Mar 2014 | Co-founded and helped raise >$2B capital, enabling pivot to bitcoin mining and scale to 750+ MW and >5% network hashrate . |
| CleanSpark, Inc. | Chief Executive Officer | 2014 – Oct 2019 | Led expansion from alternative energy/gasifier tech into distributed energy software; set foundation for subsequent mining pivot . |
| CleanSpark, Inc. | Executive Chairman (Chairman since Oct 2019) | Oct 2019 – present (Executive Chairman since Oct 2020) | Board leadership and capital formation alongside management to scale mining footprint . |
| Wexford Capital Ventures, Inc. | President | Not disclosed | Helped startups secure financing and accelerate growth . |
| Pali Financial Group, Inc. | Chairman | Not disclosed | Led market development for dozens of public companies . |
| Utah Consumer Lending Association | Founding Member; Vice President | Not disclosed | Industry organization leadership and policy engagement . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No additional public company directorships disclosed in 2024/2025 proxies for Schultz . |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $350,000 | $540,000 | $720,000 |
| Bonus Paid | $329,000 | $2,340,000 | $8,664,666 |
| All Other Compensation (incl. bitcoin payments/taxes) | $170,721 | $318,038 | $679,250 |
| Total Compensation | $23,148,965 | $6,278,738 | $13,897,921 |
Additional terms: As amended Sept 13, 2022, his target annual performance bonus opportunity was 100% of base salary; bitcoin payment set at 1.08 BTC/month (12.96 BTC/year), and continued in FY2024 (12.96 BTC earned) with value included in “All Other Compensation” .
Performance Compensation
Equity awards and vesting
| Grant Date | Type | Shares Granted | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Sep 12, 2022 | RSU (time-based) | 1,215,000 | Not separately stated (part of 2022 stock awards) | Vests one-third on Sep 30, 2023; Sep 30, 2024; Sep 30, 2025 . |
| Sep 29, 2023 | RSU (market/price-based) | 810,000 | $3,080,700 total for 2023 awards | Vests 1/3 at $7.62, 1/3 at $11.43, 1/3 at $15.24 (10/20-day test); also eligible on change in control . |
| Sep 30, 2024 | RSU (time-based) | 410,493 | $3,834,005 | 40% vested immediately; remaining 60% vests in 12 equal quarterly installments beginning Feb 13, 2025 (then 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), subject to service . |
| Options Held (FY-end 2024) | Exercisable | Strike | Expiration |
|---|---|---|---|
| Stock Options | 24,000 | $20.48 | Nov 7, 2024 |
| Stock Options | 400,000 | $23.00 | Apr 15, 2026 |
| Outstanding Unvested RSUs (9/30/2024) | Unvested Shares | Notes |
|---|---|---|
| 2022 Time-based RSUs | 405,000 | Three annual installments beginning Sep 12, 2022 (per 2025 proxy footnote) . |
| 2024 Time-based RSUs | 246,296 | Portion of 9/30/2024 grant remaining; quarterly vesting through Dec 2027 . |
Realized vesting/supply: In FY2024, 1,465,984 shares vested for Schultz with $18,537,241 realized value (at vest dates’ closing prices), indicating significant potential stock delivery/selling pressure around vest events .
Annual and long-term incentive design and metrics
| Metric | Weighting | Target | Actual/Payout Linkage | Vesting/Design |
|---|---|---|---|---|
| Operational targets (hashrate growth) | Not disclosed | Not disclosed | Drives discretionary and incentive-based bonuses; influences LTI . | Performance RSUs tied to hashrate milestones and market targets . |
| Market targets (stock price) | Not disclosed | $7.62/$11.43/$15.24 price hurdles | Vests market-based RSUs upon sustained price targets (10/20-day test) . | Price-based RSUs from Sep 29, 2023 . |
| Efficiency/cost metrics (W/TH, cost per EH) | Not disclosed | Not disclosed | Considered in bonuses and pay-versus-performance analysis . | Incorporated in program; not a separate vesting schedule . |
Clawback and risk policies: An Exchange Act Rule 10D-1-compliant clawback policy was adopted Nov 30, 2023; after a restatement-related review, no recovery was required; hedging/monetization and unauthorized margin/pledging of Company stock by executives are prohibited under the Insider Trading Policy .
Equity Ownership & Alignment
| As of Jan 9, 2025 | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 2,749,244 | 0.98% of 280,806,400 shares outstanding; includes breakdown below . |
| Direct holdings | 1,807,724 | Directly held . |
| Trust holdings | 480,000 | S M Schultz IRRV TR . |
| Spousal holdings | 40,996 | Spouse’s shares . |
| Options (vested and exercisable) | 400,000 | Included in beneficial ownership . |
| RSUs vesting within 60 days | 20,524 | Included in SEC beneficial ownership methodology . |
| Series A Preferred Stock | 500,000 | Individually held; execs/directors as a group (3 persons) hold 1,500,000 (85.71% of Series A) . |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits hedging/monetization and restricts unauthorized margin/pledging by executives . |
Note: The presence of 12 scheduled quarterly RSU vests from Feb 13, 2025 through Dec 3, 2027 creates recurring supply windows; 20,524 RSUs were scheduled to vest within 60 days of Jan 9, 2025 .
Employment Terms
| Term | Schultz (Category 1 NEO) |
|---|---|
| Base terms | Executive Chairman; target bonus opportunity = 100% of base salary (per 9/13/2022 amendment); bitcoin compensation of 1.08 BTC/month, with 12.96 BTC earned in FY2024 reflected in all-other-comp . |
| Termination without Cause | 12 months’ base salary plus continued benefits; bonus equal to 100% of bonus paid in prior 6 months (paid on salary schedule); all unvested awards immediately vest/become exercisable . |
| For Cause | 6 months’ base salary plus continued benefits; no additional bonus; generally forfeits unvested awards . |
| Death/Disability | Accrued salary; any unpaid earned bonus; all unvested awards immediately vest . |
| Change-in-Control (awards) | Unvested securities immediately vest/become exercisable upon termination in connection with triggers including sale of substantially all assets or stock, >50% stock sale, or specified board-composition changes . |
| Tax gross-ups | None – Company has no obligation to provide 280G/4999 or 409A gross-ups . |
Board Governance
- Role and independence: Schultz serves as Executive Chairman and director; he is not independent; four of six directors are independent (McNeill—Lead Independent Director as of Oct 1, 2024, Wood, Beynon, Cavaleri) .
- Committees: Schultz serves on no board committees; Audit (Chair Beynon), Compensation (Chair Wood), and Nominating & Corporate Governance (Chair Wood) are fully composed of independent directors .
- Leadership structure: CEO and Chair roles are separated (CEO Bradford; Chair Schultz), which the Board views as enhancing oversight effectiveness .
- Attendance: In FY2024, the Board held 16 meetings; all directors attended at least 75% of Board and committee meetings .
- Voting power considerations: Executives/directors collectively hold 1,500,000 Series A Preferred shares (85.71% of Series A), potentially influencing corporate votes alongside common stock holdings .
Director Compensation
- Non-employee directors received a $120,000 annual cash retainer and $200,000 in RSUs (vesting quarterly); Schultz is an employee director and therefore not included in this non-employee director compensation table .
Compensation Committee, Peer Group, and Say-on-Pay
- Compensation Committee: Independent directors Dr. Thomas L. Wood (Chair) and Larry McNeill; engaged Compensia as independent advisor; reviewed pay-for-performance and market data focused on bitcoin miners and related peers .
- Say-on-Pay: Last vote held in 2023 received 84.1% approval; the Company holds biennial advisory votes (next at the 2025 Annual Meeting) .
Risk Indicators & Red Flags
- Clawback policy effective Nov 30, 2023; a subsequent recovery analysis found no erroneously awarded compensation to recover following financial statement corrections .
- Prohibited hedging/pledging reduces misalignment risk; no pledging disclosed for Schultz .
- Historical award modifications: The Board modified vesting terms of certain 2021 market-based RSUs in Sept 2022 (for executives, including a similar construct to Schultz), which is typically scrutinized by investors as a potential pay-structure red flag; the 2023 program also includes large market-based RSUs tied to price hurdles .
Performance & Track Record Highlights
- Strategic impact: Schultz co-led the capital raise of >$2B and pivot to bitcoin mining, helping position CleanSpark among North America’s more efficient miners .
- Operating performance context: FY2024 revenue rose 125% to $379.0M, hashrate reached 27.6 EH/s, miner efficiency improved to 21.9 W/TH; adjusted EBITDA increased to $245.8M even as TSR for the fiscal measurement period was negative, reflecting crypto price dynamics .
Investment Implications
- Alignment and retention: Schultz holds 2.75M common shares (0.98% of outstanding) plus 500k Series A Preferred shares; near-term scheduled RSU vests through Dec 2027 and 20,524 RSUs vesting within 60 days of Jan 9, 2025 suggest recurring supply windows but also ongoing retention hooks .
- Pay-for-performance: Incentive design is increasingly equity-heavy with time-based and market-based RSUs tied to stock price and operational progress (hashrate/efficiency), supported by a clawback policy and hedging/pledging prohibitions; investors should monitor any future award modifications and realized payouts versus TSR .
- Governance structure: Separation of CEO/Chair and presence of a Lead Independent Director mitigate dual-role risks, though concentrated influence via Series A Preferred merits attention in proxy voting assessments .
- Change-in-control and severance economics: Category 1 terms (12 months’ salary, recent-bonus lookback, and full award acceleration upon certain terminations/events) are generous and could create meaningful dilution/expense in a strategic transaction; model potential dilution and cash outlays accordingly .
