Zachary Bradford
About Zachary K. Bradford
Zachary K. Bradford (age 38) is co‑founder, Chief Executive Officer, President, and Director of CleanSpark (CLSK). He has served as a director since March 2014 and became CEO in October 2019; he holds a master’s degree in accounting from Southern Utah University. Bradford is not an independent director under Nasdaq rules (management) and is not assigned to any board committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CleanSpark, Inc. | Director | Since Mar 2014 | Co‑founded the company; helped up‑list to Nasdaq and lead multistate expansion . |
| CleanSpark, Inc. | Chief Executive Officer & President | Since Oct 2019 | Led capital raises >$2B and growth to >750 MW operational capacity; >5% global hashrate share (company bio) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy discloses no other public company board service for Bradford in the last five years . |
Board Governance
- Independence: Not independent; board identifies four independent directors (McNeill, Beynon, Cavaleri, Wood). McNeill is Lead Independent Director (since Oct 2024) .
- Committee assignments: None (Bradford serves on no audit/compensation/nom-gov committees) .
- Attendance and engagement: Board held 16 meetings in FY2024; all directors attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Separate Chair (Executive Chairman S. Matthew Schultz) and CEO roles; board views separation as enhancing oversight .
Fixed Compensation (CEO; FY2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Base Salary | 800,000 | FY2024 salary per Summary Compensation Table . |
| All Other Compensation | 754,915 | Includes bitcoin paid under employment agreement and certain taxes paid by the company; Mr. Bradford earned 14.2 bitcoin in FY2024 (value recorded on issuance dates) . |
Performance Compensation (CEO; FY2024)
| Component | Detail | Amount / Terms |
|---|---|---|
| Actual Cash Bonus | Discretionary + non‑equity incentive for defined performance metrics | 8,886,666 . |
| Stock Awards (RSUs) | Grant date 9/30/2024; 535,332 RSUs; ASC 718 fair value $9.34 | $5,000,001; vests 40% at grant, remainder in 12 equal quarterly installments beginning 2/13/2025 through 12/3/2027, subject to continued service . |
| Outstanding Equity at FY-end | Unvested RSUs from 9/12/2022 (450,000; $4,203,000 MV) and 9/30/2024 (321,199; $2,999,999 MV) | As of 9/30/2024; options also outstanding (see Equity Ownership) . |
| Option Awards | No new option awards in FY2024 | — (none granted in FY2024) . |
FY2024 Performance Metrics Referenced for Incentives
| Target | FY2024 Outcome |
|---|---|
| Revenue growth | Revenue rose to $379.0M (+125% YoY) . |
| Hashrate | Surpassed 27 EH/s in FY2024; >37.5 EH/s achieved in Dec 2024; guided to 50 EH/s H1 FY2025 . |
| Balance sheet strength | $431.7M liquid assets; $66.0M total debt at FY-end . |
| Gross margin/efficiency | 56% bitcoin mining gross margin; fleet efficiency 19.05 J/TH in FY2024 . |
| BTC production | 7,092 BTC mined (+3% YoY from 6,903) . |
| Global hashrate share | Increased from ~2.3% to 4.4% in FY2024 . |
Clawback: Executive Officer Incentive Compensation Recoupment Policy adopted Nov 30, 2023 under Rule 10D‑1; FY review required no recovery (restatements did not affect incentive metrics in recovery period) .
Consultant: Compensation Committee engaged Compensia; determined independent, no conflicts .
Say‑on‑Pay: 84.1% approval at 2023 annual meeting; advisory vote held biennially (2025 proxy includes say‑on‑pay) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Bradford in last five years . |
Expertise & Qualifications
- Education: Master’s in accounting, Southern Utah University .
- Skills (Board matrix): Industry/Technology; Executive Leadership; Growth/Emerging Technologies; Financial/Accounting; Services/Operations/Manufacturing; Strategy/Innovation; Digital Assets; Corporate Governance (as marked for Bradford) .
- Domain: Public company reporting/accounting; bitcoin infrastructure economics; energy markets; M&A .
Equity Ownership
| Category | Detail | Amount |
|---|---|---|
| Beneficial Common Shares | Includes 2,298,660 directly; 323,864 via ZRB Holdings Inc.; 500,000 options exercisable; 26,767 RSUs vesting within 60 days of 1/9/2025 | 3,149,291 (1.12% of outstanding common) . |
| Series A Preferred | Held directly | 500,000 shares (28.57% of Series A) . |
| Options (exercisable) | Strike $23.00; expires 4/15/2026 | 500,000 options exercisable . |
| Options (expiring) | Strike $20.48; expired 11/7/2024 | 30,000 options (exercisable until expiration) . |
| Unvested RSUs (9/12/2022 grant) | 3‑year vest (annual installments) | 450,000 units; $4,203,000 MV at 9/30/2024 . |
| Unvested RSUs (9/30/2024 grant) | 40% at grant; remaining quarterly through 12/3/2027 | 321,199 units; $2,999,999 MV at 9/30/2024 . |
| Hedging/Pledging | Hedging prohibited; unauthorized margin or pledging restricted by Insider Trading Policy | Policy applies to directors/officers; filed with 2024 Form 10‑K . |
Concentrated voting power: Series A Preferred carries 45 votes per share; directors/officers as a group hold 1.5M Series A (67.5M votes of Preferred), materially influencing voting outcomes alongside common .
Employment & Contracts (CEO)
| Provision | Category 1 Terms (Bradford) |
|---|---|
| Termination without cause | 12 months’ base salary + continued benefits; bonus: 100% of bonus paid in prior 6 months; all unvested awards immediately vest/exercisable . |
| For cause | 6 months’ base salary + continued benefits; generally forfeits unvested awards . |
| Death/Disability | Unpaid earned bonus; all unvested awards immediately vest . |
| Change in control | Upon termination in connection with qualifying transactions, unvested securities immediately vest/become exercisable or convertible (see plan terms) . |
| Tax gross‑ups | No obligation to provide 280G/4999/409A gross‑ups . |
Director Compensation
- Non‑employee director program (for reference): FY2024 retainer $120,000 cash; $200,000 RSUs (quarterly vest within FY2024) for each non‑employee director; none unvested at 9/30/2024. Employee directors (e.g., Bradford) are not in this table; their pay is captured in executive compensation .
- Non‑employee director totals (each): $320,000 (cash + RSUs) .
Related‑Party Transactions and Potential Conflicts
- Family relationship: Isaac Holyoak (former Chief Communications Officer, Aug 2022–Jul 2024) is Bradford’s brother‑in‑law; earned ~$227,644 in FY2024 (including equity fair value). Related‑party transactions are reviewed under board policy (Audit Committee oversight) .
- Voting structure: Existence of high‑vote Series A Preferred owned by insiders (including Bradford) may pose governance concentration risk despite board having independent leadership and committees .
Governance Assessment
- Positives:
- Separate Chair/CEO roles and designated Lead Independent Director; fully independent Audit/Compensation/Nominating committees; strong attendance; committee charters and governance codes disclosed .
- Clawback policy aligned with SEC/Nasdaq; consultant independence (Compensia); no tax gross‑ups; recent say‑on‑pay support of 84.1% (2023) .
- Watch‑items / Red flags:
- Bradford is not independent and holds significant voting influence via Series A Preferred; insider group collectively holds the majority of Preferred voting rights (67.5M votes) .
- Related‑party tie (brother‑in‑law previously employed as CCO) requires continued rigorous oversight, though policy/processes are in place .
- Compensation scale: Large bonuses and equity grants alongside reported net loss (FY2024 net loss $145.8M) increase scrutiny on pay‑for‑performance alignment, albeit supported by substantial growth in revenue/adjusted EBITDA and operational KPIs disclosed by the company .
