CLEANSPARK INC

Role of the Board of Directors and the Compensation Committee

The Compensation Committee maintains a compensation philosophy which outlines strategic goals in areas such as operating efficiency, financial transparency, and corporate culture. The Compensation Committee observed significant progress in achieving these goals in fiscal year 2024, particularly in operational efficiency, responsible financial growth, and industry leadership. In addition to the above strategic goals, the Committee structured compensation packages to attract and retain top talent.

Role of Management

Although the Board, through the Compensation Committee, retains primary authority over compensation decisions, it has delegated compensation decisions for non-executive employees to the CEO. Management provides updates and receives feedback from the Compensation Committee, in relation to its delegated authority over non-executive employee compensation.

Independent Compensation Consultant

The Compensation Committee engaged Compensia to provide advice on executive compensation matters, including competitive market analyses, pay-for-performance alignment, and incentive plan design. Compensia did not provide any other services to the company in fiscal year 2024. The Compensation Committee has determined that Compensia is independent and that their work did not raise any conflicts of interest.

Use of Comparative Market Data

On advisement by Compensia, the Compensation Committee approved a peer group of similarly situated technology companies, of which ten engage in bitcoin mining and of which eight engage in ancillary services relating to bitcoin mining and/or have large bitcoin holdings.