CLEANSPARK INC

Base Salary

An executive’s base salary is foundational to a comprehensive compensation strategy. Base salary provides financial stability and security, allowing executives to focus on strategic leadership and operational excellence. By offering a competitive base salary, a company can attract and retain top-tier talent, which is essential for formulating and executing strategies that drive corporate growth and sustainability. We compensate our executives commensurate with their performance relative to peers, and we benchmark compensation, including base salary, to other peers annually.

Non-Equity Incentive Compensation and Discretionary Annual Cash Bonuses

Non-equity incentive compensation and discretionary annual cash bonuses are awarded based on the achievement of specific performance criteria, including but not limited to (i) maintaining or enhancing facility and mining uptime, (ii) improving fleet energy efficiency, (iii) achieving hashrate targets, (iv) achieving growth targets, (v) achieving identified growth targets while adhering to financial and time constraints, (vi) reaching targets i, ii, iii and iv while optimizing our cost structure, and (vii) other strategic targets or goals as may be set by the Compensation Committee, in discussion with the Board, from time to time. This model encourages strategic leadership by rewarding executives for formulating and executing strategies that drive corporate growth and position the Company and its stockholders for long-term success. The Compensation Committee believes that the non-equity incentive compensation plan and discretionary annual cash bonuses align executive officer efforts directly with the Company’s and its stockholders’ strategic goals, ensuring they focus not only on managing current operations but also on future success. Additionally, these arrangements drive operational excellence by incentivizing improvements in efficiency, cost optimization, and productivity. This focus on efficiency is particularly relevant in bitcoin mining, where optimizing energy use directly impacts the costs of bitcoin production and the efficiency of the Company’s fleet, enhancing both profitability and corporate responsibility. Finally, non-equity incentives foster long-term commitment by tying significant financial rewards to the achievement of specific, impactful short- and long-term goals, thereby promoting sustained leadership and strategic continuity essential for corporate longevity and stability.