DEF: CleanSpark Reports Strong FY25, Pivots to AI/HPC
Definitive Proxy Statement
CleanSpark announces a significant financial turnaround in fiscal year 2025, marked by record revenue and a strategic expansion into high-performance computing and AI data centers.
Summary
- CleanSpark, a digital infrastructure company, reported a strong fiscal year 2025, achieving positive net income of $364.464 million, a significant improvement from a loss of $145.777 million in fiscal year 2024.
- Revenue from Bitcoin mining activities increased by 102% to $766.3 million in fiscal year 2025, up from $379.0 million in fiscal year 2024.
- The company mined 7,873 Bitcoin in fiscal year 2025, an 11% increase from 7,092 Bitcoin in fiscal year 2024, and held 13,011 Bitcoin as of September 30, 2025.
- Operational hashrate reached 50.0 EH/s by June 2025, representing approximately 4.3% of the total Bitcoin network hashrate.
- Operational megawatt capacity expanded to 1,027 MW across 33 mining locations by September 30, 2025, from 656 MW across 25 locations in the prior year.
- CleanSpark is strategically expanding into high-performance computing (HPC) and artificial intelligence (AI) data centers, leveraging its energy management and infrastructure expertise.
- Key executive leadership changes occurred in August and September 2025, including S. Matthew Schultz's appointment as CEO and Chairman, and Gary A. Vecchiarelli's appointment as President and CFO.
- The company will hold its Annual Meeting of Stockholders virtually on March 3, 2026, to elect five directors and ratify BDO USA, P.C. as its independent auditor for fiscal year 2026.
Sentiment
Score: 9
Explanation: The filing indicates a strong financial turnaround with positive net income and significant revenue growth in Bitcoin mining. The strategic pivot and substantial investments in AI/HPC data centers, coupled with executive team strengthening, position the company for future growth and diversification, despite the high CEO pay ratio and past IT control weakness.
Positives
- Net income turned positive to $364.464 million in FY2025 from a loss in FY2024.
- Bitcoin mining revenue increased by 102% to $766.3 million in FY2025.
- Bitcoin mined increased by 11% to 7,873 BTC in FY2025.
- Operational hashrate reached a significant milestone of 50.0 EH/s.
- Operational megawatt capacity grew to 1,027 MW across 33 locations.
- Strategic expansion into AI and HPC data centers, including significant land and power acquisitions in Austin County, Texas, totaling up to 890 MW of potential capacity.
- Appointment of Jeffrey Thomas as Senior Vice President of AI Data Centers, bringing over 40 years of global infrastructure experience.
- Strong balance sheet, enabling the company to become one of the largest corporate holders of Bitcoin (13,011 BTC as of Sept 30, 2025).
- Successful execution of key strategic and financing initiatives, including the acquisition of GRIID Infrastructure, Inc. and completion of a $650 million convertible notes offering.
Negatives
- The CEO pay ratio is high at 492:1, which might draw scrutiny from some stakeholders.
- A material weakness in internal control over financial reporting related to general information technology controls over third-party information systems was noted by the previous auditor, MaloneBailey, LLP, for FY2023.
Risks
- Bitcoin price volatility, scarcity, and cost volatility of mining assets.
- Volatility in energy prices.
- Highly competitive market in Bitcoin mining and potentially in the emerging AI/HPC data center market.
- Regulatory and policy frameworks applicable to public companies and the digital asset industry.
- Cybersecurity and technology risks, including data protection, system resilience, and incident response.
- Dependence on successful execution of the diversification strategy into AI and HPC, which involves significant capital expenditure and regulatory approvals.
- Potential for material noncompliance with financial reporting requirements leading to accounting restatements, triggering clawback policies.
Future Outlook
CleanSpark is actively pursuing opportunities to expand its data center platform to support high-performance computing (HPC) and artificial intelligence (AI) workloads, leveraging its expertise in power procurement, infrastructure design, and facility operations. This strategic evolution is expected to enhance the durability of its platform over time, while Bitcoin mining remains the primary revenue-generating activity. The company aims to deliver up to 890 megawatts of scalable, resilient, and energy-efficient capacity for AI, cloud, and enterprise workloads through recent Texas acquisitions, contingent on regulatory approvals.
Management Comments
- "We believe responsible infrastructure development and operational excellence are critical to sustaining performance in a highly competitive and rapidly evolving industry."
- "While Bitcoin mining remains our primary revenue-generating activity, we believe expanding our capabilities may enhance the durability of our platform over time."
- "Leveraging our power optimization, land acquisition, engineering, operations and construction expertise, we have begun actively pursuing opportunities to develop portions of our sites and power pipeline for AI and HPC hosting and leasing."
- "This diversification strategy reflects our commitment to leveraging our expertise in energy management, data center operations and large-scale computing infrastructure to address rapidly growing demand in AI and HPC markets."
- "His [Mr. Monnig's] tenure at CleanSpark has resulted in sustained industry leading uptime, datacenter efficiency, and continuous improvement across all mining processes."
Industry Context
CleanSpark operates in the highly competitive and rapidly evolving digital asset industry, primarily focused on Bitcoin mining. The company is strategically diversifying into the high-growth sectors of high-performance computing (HPC) and artificial intelligence (AI) data centers, aligning with broader industry trends of increasing demand for compute-intensive workloads and sustainable infrastructure. This move positions CleanSpark to leverage its existing expertise in energy management and large-scale data center operations to capture new market opportunities beyond pure Bitcoin mining, potentially enhancing platform durability and reducing reliance on a single volatile asset.
Comparison to Industry Standards
- CleanSpark has a best-in-class executive team.
- The company aims to become the company to catch within its industry, as reflected by industry leading performance, cost, business conduct and integrity, and transparency.
- Mr. Monnig's tenure at CleanSpark has resulted in sustained industry leading uptime, datacenter efficiency, and continuous improvement across all mining processes.
- Executive compensation is benchmarked against a peer group of 18 similarly situated technology companies, including 10 Bitcoin mining companies and 8 ancillary service/Bitcoin holding companies.
- Compensation metrics include 'Total capital cost per EH (relative to peers)' and 'Operating cost per EH (relative to peers).'
- Achieved 50 EH/s of self-operating hash rate, described as 'an industry first,' demonstrating scale, execution capability, and industry leadership.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer and Director | Zachary K. Bradford | S. Matthew Schultz | August 10, 2025 | Zachary K. Bradford resigned; S. Matthew Schultz, a co-founder and former CEO, was appointed. |
| President | Zachary K. Bradford | Gary A. Vecchiarelli | September 4, 2025 | Part of executive leadership transitions. |
| Executive Vice President & Chief Development Officer | N/A (previously Senior Vice President of Growth) | Scott E. Garrison | September 4, 2025 | Part of executive leadership transitions. |
| Chief Technology Officer & Chief Operating Officer | N/A (previously Chief Technology Officer since May 2024, Senior Vice President of Mining Technology from 2022 to 2024) | Taylor Monnig | September 4, 2025 | Part of executive leadership transitions. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Leadership Structure | The Board has no formal policy on separating Chairman and CEO roles; currently, S. Matthew Schultz holds both. A Lead Independent Director (Larry McNeill) is designated when the Chairman is not independent. | Ongoing | Provides flexibility in leadership while ensuring independent oversight through a Lead Independent Director. |
| Risk Management Oversight | Risk assessment and oversight are administered directly through the Board and its standing committees (Audit, Compensation, Nominating). An IT Steering and Risk Committee evaluates cybersecurity matters. | Ongoing | Ensures comprehensive oversight of various risk categories, including financial, operational, strategic, regulatory, and cybersecurity risks. |
| Insider Trading Policy | Policy prohibits covered individuals from engaging in hedging or pledging CleanSpark securities and holding them in margin accounts. | Ongoing | Designed to promote compliance with insider trading laws and align executive interests with long-term stockholder value by preventing speculative or risk-offsetting transactions. |
| Clawback Policy | Adopted an Executive Officer Incentive Compensation Recoupment (Clawback) Policy in accordance with Rule 10D-1 of the Exchange Act and Nasdaq listing standards, allowing recovery of erroneously awarded incentive-based compensation. | Ongoing | Enhances accountability and corporate governance by ensuring executives do not retain compensation based on misstated financial results, regardless of fault. |
Related Party Transactions
- Indemnity provided to Securities Transfer Corporation by the Company in connection with the issuance of replacement share certificates for 480,000 lost shares originally issued to the S M Schultz Irrevocable Trust. S. Matthew Schultz, the Executive Chairman, is the Grantor of the Trust. Mr. Schultz and the Trust jointly and severally indemnified the Company against any losses arising from the lost certificates or their replacement.
- Dividends paid to holders of Series A Preferred Stock in fiscal year 2025: S. Matthew Schultz received $3,069,680, Larry McNeill received $3,069,680, and Celtic, LLC (50% owned by Schultz, 50% by McNeill) received $1,534,840.
Stakeholder Impact
- Shareholders: Positive impact from strong financial performance, strategic growth into AI/HPC, and robust corporate governance practices. Potential concern regarding high CEO pay ratio.
- Employees: Impacted by executive compensation programs, workplace safety, and employee satisfaction initiatives. Executive changes may affect team dynamics.
- Customers: Potential for new services and enhanced infrastructure through AI/HPC expansion.
- Suppliers: Increased demand for infrastructure, energy, and technology components due to expansion.
- Creditors: Positive impact from improved financial health, successful capital raises, and disciplined capital allocation.
Next Steps
- Hold the Annual Meeting of Stockholders on March 3, 2026.
- Elect five nominees to the Board of Directors.
- Ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for fiscal year 2026.
- Continue pursuing regulatory approvals for the Austin County, Texas, sites for AI/HPC development.
- Further develop specific cybersecurity oversight functions and protocols as cyber threats evolve and the cybersecurity program matures.
- Conduct the next advisory vote on executive compensation at the 2027 annual meeting.
Key Dates
| Date | Description |
|---|---|
| 2014 | S. Matthew Schultz co-founded CleanSpark and served as CEO until October 2019. |
| 2015 | Larry McNeill joined the Board of Directors. |
| 2016-01-01 | AARP Innovation Fellow for Amanda Cavaleri (2016-2017). |
| 2017-06-19 | CleanSpark, Inc. 2017 Incentive Plan dated. |
| 2017-09-01 | Larry McNeill served as Chairman of the CleanSpark Board of Directors through October 2019. |
| 2018 | Taylor Monnig founded TMGCore and served as COO until August 2022. |
| 2018 | Gary A. Vecchiarelli joined the board of directors for Coral Academies of Las Vegas. |
| 2018-08-01 | Amanda Cavaleri was Chief Marketing Officer and VP of Business Development of a privacy platform through March 2019. |
| 2019 | Roger P. Beynon and Dr. Thomas L. Wood joined the Board of Directors. |
| 2019-09-01 | Amanda Cavaleri became managing director of Monolithic Tech. |
| 2020-10-26 | Zachary Bradford entered into an employment agreement to serve as our Chief Executive Officer. |
| 2021 | Amanda Cavaleri co-founded the Bitcoin Today Coalition. |
| 2021-10-01 | Lori Love served as a non-PEO NEO until December 14, 2021. |
| 2021-12-15 | Gary A. Vecchiarelli served as a non-PEO NEO until September 30, 2022. |
| 2022 | Amanda Cavaleri joined the Board of Directors. |
| 2023-09-30 | Fiscal year ended, material weakness in IT controls noted by MaloneBailey, LLP. |
| 2024-05-07 | Scott E. Garrison and Taylor Monnig became NEOs. |
| 2024-07-03 | Audit Committee approved engagement of BDO USA, P.C. as independent registered public accounting firm, replacing MaloneBailey, LLP. |
| 2024-08-01 | Compensation Committee reviewed peer group with Compensia. |
| 2024-09-30 | Fiscal year ended. |
| 2024-10-01 | Larry McNeill began serving as Lead Independent Director. |
| 2024-10-01 | Acquisition of GRIID Infrastructure, Inc. closed. |
| 2024-10-01 | Zachary Bradford served as PEO until August 10, 2025. |
| 2024-10-01 | Fiscal year 2025 began. |
| 2024-10-01 | Company acquired rights to approximately 271 acres in Austin County, Texas, and executed long-term power supply agreements totaling 285 MW. |
| 2024-10-01 | Board approved a long-term incentive plan (2025 LTIP) that would have provided for the grant of RSUs, but KPI targets were never finalized. |
| 2024-12-01 | Jeffrey Thomas joined leadership team as Senior Vice President of AI Data Centers. |
| 2024-12-01 | Gary A. Vecchiarelli elected to the board of directors for Skillz Inc. |
| 2024-12-03 | The Vanguard Group filed a Schedule 13G/A reporting beneficial ownership as of September 30, 2025. |
| 2025-01-01 | Roger P. Beynon ceased being chairman of the board of directors of Transwest Credit Union. |
| 2025-04-03 | BlackRock, Inc. filed a Schedule 13G/A reporting beneficial ownership as of September 30, 2024. |
| 2025-06-01 | Company reached 50.0 exahash per second (EH/s) milestone for Bitcoin mining operations. |
| 2025-08-10 | Zachary K. Bradford resigned as CEO and director; S. Matthew Schultz appointed CEO. |
| 2025-08-11 | S. Matthew Schultz began serving as PEO. |
| 2025-09-04 | Gary A. Vecchiarelli appointed President; Scott E. Garrison appointed EVP & Chief Development Officer; Taylor Monnig appointed CTO & COO. |
| 2025-09-04 | New employment agreements for S. Matthew Schultz, Gary A. Vecchiarelli, Scott E. Garrison, and Taylor Monnig became effective. |
| 2025-09-04 | Compensation Committee approved additional, discretionary grants of time-based RSUs to NEOs. |
| 2025-09-30 | Fiscal year 2025 ended. |
| 2025-11-13 | Susquehanna reporting group filed a Schedule 13G reporting beneficial ownership as of September 30, 2025. |
| 2025-11-24 | Company provided indemnity to Securities Transfer Corporation for lost share certificates of S M Schultz Irrevocable Trust. |
| 2026-01-09 | Record date for determining stockholders entitled to vote at the Annual Meeting. |
| 2026-01-22 | Notice of Annual Meeting and Proxy Statement first distributed/made available. |
| 2026-01-26 | Company announced definitive agreements to acquire a second site in Austin County, Texas, with capability to add 300 MW, potential further expansion up to 600 MW. |
| 2026-03-03 | Annual Meeting of Stockholders to be held. |
| 2026-09-24 | Deadline for stockholder proposals for 2027 Annual Meeting to be included in proxy statement. |
| 2026-11-03 | Window opens for advance notice procedure for stockholder proposals/nominations for 2027 Annual Meeting (120 days before March 3, 2027). |
| 2026-12-03 | Window closes for advance notice procedure for stockholder proposals/nominations for 2027 Annual Meeting. |
| 2027 | Next advisory vote on executive compensation will occur at the 2027 annual meeting. |
| 2027-08-25 | Window opens for proxy access nominations for 2027 Annual Meeting (150 days prior to January 22, 2027). |
| 2027-09-24 | Window closes for proxy access nominations for 2027 Annual Meeting. |
Recommendation
strong buyCleanSpark has demonstrated a significant financial turnaround in FY2025, achieving positive net income and substantial revenue growth in its core Bitcoin mining operations. The company's aggressive and well-articulated strategic pivot into the high-growth AI and HPC data center markets, backed by substantial land and power acquisitions and key executive hires, positions it for significant future diversification and revenue streams. Operational excellence, as evidenced by reaching 50 EH/s and maintaining competitive mining costs, provides a strong foundation. While executive compensation is high, the overall strategic direction, financial performance, and growth prospects make CleanSpark an attractive investment.
Keywords
Bitcoin mining, AI data centers, HPC, digital infrastructure, CleanSpark, CLSK, SEC filing, proxy statement, executive compensation, corporate governance, hashrate, megawatt capacity, convertible notes, Texas expansion, financial results
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