Form 4: CleanSpark CDO Awarded Significant Equity Grants

CleanSpark's Chief Development Officer, Scott Garrison, received new grants of 160,000 Restricted Stock Units and 120,000 Performance Stock Units.

Summary

• Scott Eugene Garrison, EVP, Chief Development Officer of CleanSpark, Inc. (CLSK), reported changes in his beneficial ownership.
• On March 20, 2026, Mr. Garrison was granted 160,000 Restricted Stock Units (RSUs) which will vest in equal annual installments over three years on March 20, 2027, March 20, 2028, and March 20, 2029, contingent on continued employment.
• Also on March 20, 2026, Mr. Garrison was granted 120,000 Performance Stock Units (PSUs) under a Long-Term Incentive Plan (LTIP).
• The vesting of these PSUs is contingent on CleanSpark's common stock achieving a target market price of at least $18.80, based on a 20-trading day average, during the period ending March 20, 2027, with a vesting date of March 20, 2029, subject to continued employment.
• An additional maximum of 120,000 PSUs (not included in the reported 120,000) are tied to performance goals related to gross power under leases to customers for data centers, with a threshold of 600 MW gross and a maximum payout at 800 MW gross, during the period ending March 20, 2027, also vesting on March 20, 2029, subject to continued employment.
• Mr. Garrison beneficially owns 199,423 shares of Common Stock directly.
• He also holds various other derivative securities including Employee Stock Options (20,139 shares at $6, 45,000 shares at $15.69) and Restricted Stock Units (totaling 1,035,213 shares from previous grants with various vesting schedules).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it signals management's long-term commitment and aligns executive incentives with shareholder value through performance-based equity, which is generally favorable for governance.

Positives

• The significant equity grants, particularly the performance-based units, align the Chief Development Officer's incentives directly with the company's long-term stock performance and operational growth targets.
• The inclusion of a stock price target ($18.80) and operational targets (600-800 MW gross power for data centers) provides clear, measurable goals for executive performance.
• The multi-year vesting schedules (extending to 2029) encourage long-term commitment and strategic planning from a key executive.

Risks

• The vesting of the Performance Stock Units is contingent on achieving specific stock price and operational targets, meaning the executive may not realize the full value if these targets are not met.
• The company's ability to achieve the $18.80 stock price target and 600-800 MW gross power capacity for data centers by March 20, 2027, is subject to market conditions, operational execution, and competitive pressures.

Future Outlook

The filing indicates a long-term incentive structure for the Chief Development Officer, with equity awards vesting through March 2029. The performance targets for the PSUs, including a stock price of at least $18.80 and achieving 600-800 MW gross power capacity for data centers by March 2027, provide insight into the company's strategic goals and expectations for future growth and valuation.

Industry Context

StockSavvy.ai notes that significant equity grants, especially those with performance-based vesting tied to both stock price and operational metrics, are a common strategy in growth-oriented sectors like cryptocurrency mining and data center infrastructure to incentivize long-term executive performance and align management interests with shareholder value creation. This structure aims to retain key talent and drive strategic objectives in a competitive and capital-intensive industry.

Comparison to Industry Standards

• StockSavvy.ai observes that performance-based equity awards tied to specific stock price targets and operational metrics (like gross power capacity for data centers) are increasingly prevalent across high-growth technology and infrastructure sectors.
• For instance, companies in the data center or energy infrastructure space often link executive compensation to capacity expansion (e.g., MW deployed), similar to CleanSpark's 600-800 MW target, reflecting a focus on tangible asset growth.
• The $18.80 stock price target provides a clear benchmark for executive performance relative to market valuation, a practice seen in many public companies aiming to incentivize market outperformance.

Stakeholder Impact

• Shareholders: The performance-based equity awards align the executive's financial interests with shareholder returns, potentially leading to more focused efforts on stock price appreciation and operational growth.
• Employees (specifically the CDO): Receives significant long-term incentive compensation, contingent on company performance and continued service, enhancing retention and motivation.

Next Steps

• Continued employment of the reporting person for vesting of RSUs and PSUs.
• Achievement of the common stock target market price of at least $18.80 by March 20, 2027, for PSU vesting.
• Achievement of 600-800 MW gross power under data center leases by March 20, 2027, for additional PSU vesting.

Key Dates

Recommendation

The significant equity grants, particularly the performance-based units tied to both stock price and operational growth targets, indicate a strong alignment of the Chief Development Officer's interests with long-term shareholder value creation. While not a direct indicator of immediate operational performance, it reinforces management's commitment to the company's strategic objectives, supporting a 'hold' recommendation for investors already in the stock, as it suggests a stable and incentivized leadership.

Keywords

CleanSpark, CLSK, Form 4, SEC filing, insider transaction, executive compensation, Restricted Stock Units, Performance Stock Units, equity awards, vesting, stock options, beneficial ownership, Scott Garrison, Chief Development Officer, LTIP