Scott Garrison
About Scott Garrison
Scott E. Garrison, 59, is Chief Operating Officer of CleanSpark (appointed May 7, 2024) and previously served as SVP of Growth since November 2020, leading scaled mining data center deployments and the development/optimization of more than 700 MW of infrastructure . During his tenure, CleanSpark’s FY2024 revenue rose to $379.0M from $168.1M in FY2023, while hashrate reached 27.6 EH/s and operational capacity expanded to 667 MW; FY2024 adjusted EBITDA (company-selected measure for pay-versus-performance) was $245.8M versus $25.0M in FY2023 . The company reported FY2024 TSR of 80.59 (value of an initial fixed $100 investment), up from 32.87 in FY2023, contextualizing pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CleanSpark | SVP of Growth | Nov 2020 – May 2024 | Led deployments across the U.S.; developed/optimized >700 MW of mining infrastructure . |
| The Integration Center | President | Mar 2013 – Nov 2021 | Delivered global technology solutions; partnerships with HP, Verizon, Microsoft, Samsung . |
| Global Lighting Supply | President | Jan 2017 – Dec 2019 | Led provider of decorative/architectural lighting for multiple end-markets . |
External Roles
- No current public company directorships or external board roles disclosed in the proxy and related 8-K filings for Mr. Garrison .
Fixed Compensation
| Item | FY2024 Value | Notes |
|---|---|---|
| Base salary earned (FY2024) | $299,091 | Reflects partial year as NEO (appointed May 7, 2024). |
| Annual base salary rate (per employment agreement) | $335,000 | Reviewed annually by the Compensation Committee, subject to adjustment. |
| Target annual bonus (% of base) | 100% | Discretionary at Committee’s sole discretion on CEO advice. |
| Actual bonus paid (FY2024) | $485,000 | Mix of discretionary and incentive-based cash tied to growth/efficiency targets . |
Performance Compensation
FY2024 Cash and Equity Awards
| Vehicle | Metric focus / structure | Target / grant | Actual / payout | Vesting details |
|---|---|---|---|---|
| Annual cash bonus | Discretionary plus incentive-based for growth and efficiency targets | Target 100% of base | $485,000 (FY2024) | Cash (no vesting). |
| RSUs (grant 5/7/2024) | Time-based retention | 100,000 RSUs; grant-date FV $1,654,000 | Part of $2,153,998 total stock awards (FY2024) | Vests 1/3 on 9/30/2024, 1/3 on 9/30/2025, 1/3 on 9/30/2026 . |
| RSUs (grant 9/30/2024) | Time-based retention | 53,533 RSUs; grant-date FV $499,998 | Part of $2,153,998 total stock awards (FY2024) | 40% vested at grant; remaining 60% vests in 12 equal quarterly installments starting 2/13/2025 (then 5/13/2025, 8/13/2025, 12/3/2025, 2/13/2026, 5/13/2026, 8/13/2026, 12/3/2026, 2/12/2027, 5/13/2027, 8/13/2027, 12/3/2027) . |
Notes:
- CleanSpark’s program uses both time-based and performance-based equity; performance awards can be tied to hashrate (operational) and stock-price (market) targets, though Mr. Garrison’s FY2024 grants were time-based RSUs .
Equity Ownership & Alignment
| Component | Amount | Detail / source |
|---|---|---|
| Total beneficial ownership | 156,667 shares (0.06% of class) | As of Jan 9, 2025; 280,806,400 shares outstanding . |
| Directly owned shares | 98,576 | |
| Options exercisable | 54,027 | Counted in beneficial ownership. |
| Options vesting within 60 days | 1,388 | Counted in beneficial ownership. |
| RSUs vesting within 60 days | 2,676 | Counted in beneficial ownership. |
| Vested vs unvested snapshot | 224,713 shares vested in FY2024; $3,214,024 value realized | Aggregate vesting activity in FY2024. |
| Pledging / hedging | Hedging prohibited; pledging/margin trading restricted under Insider Trading Policy | No pledging by Garrison disclosed in the beneficial ownership table footnotes . |
| Stock ownership guidelines | Not disclosed |
Outstanding Equity Awards (as of 9/30/2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Strike | Expiration | Notes |
|---|---|---|---|---|---|
| Stock options | 45,000 | — | $15.69 | 5/14/2031 | Exercisable balance shown . |
| Stock options | 4,861 | 15,278 | $6.00 | 7/6/2033 | Unexercisable tranche continues to vest; 1,388 options vest within 60 days of 1/9/2025 . |
| RSUs (5/7/2024 grant) | — | 66,700 unvested | — | — | 3 equal annual vesting installments beginning 9/30/2024 . |
| RSUs (9/30/2024 grant) | — | 32,120 unvested | — | — | 40% vested at grant; remainder vests quarterly over 12 quarters starting 2/13/2025 . |
Upcoming vesting cadence suggests periodic liquidity events each quarter through December 2027 from the 9/30/2024 RSU grant, in addition to the annual cliff on 9/30/2025 and 9/30/2026 from the 5/7/2024 grant .
Employment Terms
| Term | Details |
|---|---|
| Role and start | COO effective May 7, 2024 . |
| Agreement term | Initial term May 7, 2024 – Sept 30, 2026; auto-renews for 1-year periods unless 90-day non-renewal notice . |
| Base salary | $335,000 annual rate (reviewed annually) . |
| Target bonus | Discretionary; target 100% of base salary . |
| Equity | 100,000 RSUs granted at appointment; additional RSUs granted 9/30/2024 per program . |
| Severance (Category 3) | If terminated without cause or resigns for good reason: lump-sum equal to 6 months’ base salary plus 2 months per year of service (rounded up); up to 12 months COBRA; equity per 2017 Plan/award terms . |
| For cause / voluntary w/o good reason | Accrued amounts only; unvested awards typically forfeited . |
| Change-in-control | Unvested securities immediately vest if terminated in connection with qualifying change-in-control events (acceleration upon termination following CIC) . |
| Location | Principal place Sandersville, GA; remote at CEO discretion; business travel required . |
| Clawback | Executive Officer Clawback Policy effective Nov 30, 2023; applies to incentive-based comp upon restatement; 2024 recovery analysis found no recoupment required . |
| Insider trading policy | Hedging prohibited; pledging/margin trading restricted for executives . |
| Deferred comp / pension | No defined benefit plan; no nonqualified deferred compensation plan for NEOs . |
Investment Implications
- Alignment and retention: 2024 compensation skewed toward equity (time-based RSUs totaling ~$2.154M grant-date value), with multi-year vesting through 2027 providing retention hooks; ownership is modest at 0.06% of shares outstanding, limiting direct downside alignment but policy prohibits hedging and restricts pledging .
- Upcoming supply from vesting: Quarterly RSU vesting plus annual cliffs (9/30/2025, 9/30/2026) create predictable windows for potential insider selling; monitor Form 4s around those dates for selling pressure signals .
- Severance/CIC economics: Category 3 severance formula is moderate and tenure-linked; CIC acceleration requires termination in connection with change-in-control, reducing windfall risk versus pure single-trigger structures .
- Execution track record: Operational scaling (hashrate, MW, cost per BTC) and revenue expansion in FY2024 occurred while Garrison oversaw growth and then COO operations, supporting a pay-for-scale narrative; continued delivery against operational targets is key for value creation amid BTC price and halving cycle risks .
- Governance and risk controls: Active clawback policy and anti-hedging/pledging restrictions are positives; no legal proceedings disclosed for executives in the past ten years .
References:
- DEF 14A (Jan 22, 2025): NEO bios, compensation tables, ownership, policies .
- 8-K (May 9, 2024): Appointment and Employment Agreement (terms, salary, target bonus, RSU grant; severance mechanics) .
