CLEANSPARK, INC.

Role of the Board and the Compensation Committee

The Compensation Committee administers our executive compensation program, subject to the oversight and approval of our full Board of Directors. The Compensation Committee provides regular compensation-related updates to our Board of Directors so the full Board can make informed decisions on executive compensation matters.

Our Compensation Committee reviews our executive compensation practices on an annual basis. Based on this review, the Compensation Committee makes recommendations to our Board of Directors regarding base salary, bonus, and equity compensation amounts for CleanSpark’s executives.

Role of Management

Management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s recommendations and viewpoints with respect to adjustments to salary and incentive opportunities, program structures, and other compensation-related matters for our executive officers, other than with respect to the CEO’s own compensation. The Compensation Committee considers these recommendations as one factor in determining the compensation of our executive officers but ultimately is responsible for making all compensation decisions. Our CEO is not present during any deliberations or decision-making regarding his compensation.

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 regarding this delegated authority.

Independent Compensation Consultant

To help it carry out its responsibilities, the Compensation Committee has retained Compensia Inc., a nationally recognized compensation consulting firm (“Compensia”), to serve as its independent compensation consultant and provide advice regarding matters including competitive market analyses, pay-for-performance alignment, and incentive plan design. Compensia does not make specific compensation-related recommendations. Instead, the firm uses competitive market data to provide compensation ranges, taking into consideration our compensation peer group and compensation philosophy, for the Compensation Committee to consider. Representatives from Compensia attend certain Compensation Committee meetings, executive sessions, and preparatory meetings with the Committee chair and certain members of our management team, as requested by the Compensation Committee. Compensia also advises our Compensation Committee on public disclosures relating to our executive compensation programs.

The Compensation Committee has assessed, and periodically confirms, the necessary criteria and has determined that the engagement of Compensia does not raise any conflicts of interest or other similar concerns. Compensia reports directly to our Compensation Committee and does not provide any non-compensation-related services to CleanSpark.

Use of Comparative Market Data

The Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies to assess the competitive market positioning of our executive compensation program. This peer group consists of 18 similarly situated technology companies, ten of which engage in Bitcoin mining and eight of which engage in ancillary services relating to Bitcoin mining and/or have large Bitcoin holdings. At least annually, the Compensation Committee reviews the peer group with our independent compensation consultant to ensure it remains appropriate.

In August 2024, the Compensation Committee reviewed the current peer group constituents with Compensia to ensure continued alignment with our business direction and financial profile. As market compensation levels are correlated to revenues for cash compensation and market capitalization for equity compensation, the Compensation Committee selects its peer companies using objective size criteria for each such metric. Based on this review, the Compensation Committee approved the peer group shown below for compensation decisions for fiscal year 2025 (the “2025 Peer Group”):

The 2025 Peer Group revenue and market capitalization statistics, as of the time of the analysis, are shown below.