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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

The following tables summarize the relationship between executive compensation for our PEO, other NEOs, and financial performance measures for the Company’s three (3) most recently completed fiscal years, calculated in accordance with Item 402(v) of Regulation S-K. The disclosure included in this section is prescribed by SEC rules and Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and it does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and compensation paid to its NEOs. For discussion of how the Company views and makes decisions with regards to its executive compensation, including alignment with the Company’s performance, see “Compensation Discussion and Analysis” beginning on page 26 of this Proxy Statement. Please review the tables and associated narrative and graphical disclosure together for a more complete presentation of such relationship over the periods presented.

 

 

 

 

 

 

 

 

 

 

VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON(4)

 

 

 

 

 

FISCAL YEAR(1)

SCT TOTAL
FOR PEO
($)
(2)

 

CAP TO PEO
($)

 

AVERAGE SCT TOTAL FOR
NON-PEO NEOs
($)
(2)

 

AVERAGE CAP TO NON-PEO NEOs
($)
(3)

 

TSR
($)

 

PEER GROUP TSR
($)

 

NET INCOME
($)

 

ADJUSTED EBITDA*
($)
(5)

 

2024

 

 

15,441,582

 

 

31,387,070

 

 

5,336,410

 

 

11,667,827

 

 

80.59

 

 

43.05

 

 

(145,776,815

)

 

245,847,501

 

2023

 

 

6,975,812

 

 

8,820,110

 

 

4,704,986

 

 

5,633,412

 

 

32.87

 

 

22.59

 

 

(138,148,399

)

 

25,027,580

 

2022

 

 

27,038,892

 

 

8,983,877

 

 

12,632,546

 

 

4,605,598

 

 

27.44

 

 

21.78

 

 

(57,325,554

)

 

56,056,184

 

† “SCT” = Summary Compensation Table; “CAP” = Compensation Actually Paid;
“TSR” = Total Shareholder Return

* Company-Selected Measure

(1) For the entirety of fiscal year 2024, Zachary K. Bradford served as our PEO. The Company’s non-PEO NEOs were Gary A. Vecchiarelli and S. Matthew Schultz during the entirety of such fiscal year and Scott E. Garrison and Taylor Monnig from May 7, 2024 to September 30, 2024. For the entirety of fiscal year 2023, Zachary K. Bradford served as our PEO, and the Company’s non-PEO NEOs during the entirety of such fiscal year were Gary A. Vecchiarelli and S. Matthew Schultz. For the entirety of fiscal year 2022, Zachary K. Bradford served as our PEO, and the Company’s non-PEO NEOs were S. Matthew Schultz, during the entirety of such fiscal year, Lori Love, from October 1, 2021 to December 14, 2021, and Gary A. Vecchiarelli, from December 15, 2021 to September 30, 2022.

(2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal years for the Company’s non-PEO NEOs for the applicable fiscal years.

(3) To calculate the “compensation actually paid” to our PEO and our non-PEO NEOs, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with the SEC rules as follows:

FISCAL YEARS

 

2024

 

2023

 

2022

 

ADJUSTMENTS

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

Summary Compensation Table ("SCT") Total

 

 

15,441,582

 

 

5,336,410

 

 

6,975,812

 

 

4,704,986

 

 

27,038,892

 

 

12,632,546

 

Less: Equity Compensation from SCT

 

 

(5,000,001

)

 

(2,010,502

)

 

(3,423,000

)

 

(2,681,350

)

 

(25,984,299

)

 

(12,003,123

)

Impact of awards granted during the current year:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested awards: Fair value of awards at the end of the fiscal year

 

 

2,999,999

 

 

1,021,591

 

 

3,429,000

 

 

2,684,050

 

 

9,925,710

 

 

4,844,784

 

Granted and vested awards: Fair value of awards at vesting dates

 

 

2,000,002

 

 

628,911

 

 

 

 

2,812,137

 

 

1,124,340

 

Impact of awards granted in prior years

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested and outstanding awards: Change in fair value as of the end of the fiscal year compared to fair value at the end of prior year

 

 

2,563,450

 

 

662,829

 

 

483,339

 

 

241,550

 

 

(4,808,563

)

 

(1,992,949

)

Vested Awards: Change in fair value as of vesting date compared to fair value at the end of prior year

 

 

13,382,038

 

 

6,028,588

 

 

1,354,959

 

 

684,176

 

 

 

Compensation Actually Paid

 

 

31,387,070

 

 

11,667,827

 

 

8,820,110

 

 

5,633,412

 

 

8,983,877

 

 

4,605,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Amounts presented are averages for the entire group of non-PEO NEOs in each respective year.

 

(4) Pursuant to SEC rules, the amounts shown in this column assume $100 was invested on September 30, 2021 at the end of the fiscal years 2022, 2023 and 2024 and assume that all dividends (if applicable) were reinvested.

(5) See “Relationship between PEO and non-PEO NEO compensation actually paid and adjusted EBITDA” below for further discussion on how adjusted EBITDA is derived from the Company’s audited financials and Appendix A for a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.

   
Company Selected Measure Name ADJUSTED EBITDA    
Named Executive Officers, Footnote

(1) For the entirety of fiscal year 2024, Zachary K. Bradford served as our PEO. The Company’s non-PEO NEOs were Gary A. Vecchiarelli and S. Matthew Schultz during the entirety of such fiscal year and Scott E. Garrison and Taylor Monnig from May 7, 2024 to September 30, 2024. For the entirety of fiscal year 2023, Zachary K. Bradford served as our PEO, and the Company’s non-PEO NEOs during the entirety of such fiscal year were Gary A. Vecchiarelli and S. Matthew Schultz. For the entirety of fiscal year 2022, Zachary K. Bradford served as our PEO, and the Company’s non-PEO NEOs were S. Matthew Schultz, during the entirety of such fiscal year, Lori Love, from October 1, 2021 to December 14, 2021, and Gary A. Vecchiarelli, from December 15, 2021 to September 30, 2022.

   
PEO Total Compensation Amount $ 15,441,582 $ 6,975,812 $ 27,038,892
PEO Actually Paid Compensation Amount $ 31,387,070 8,820,110 8,983,877
Adjustment To PEO Compensation, Footnote

(3) To calculate the “compensation actually paid” to our PEO and our non-PEO NEOs, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with the SEC rules as follows:

FISCAL YEARS

 

2024

 

2023

 

2022

 

ADJUSTMENTS

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

Summary Compensation Table ("SCT") Total

 

 

15,441,582

 

 

5,336,410

 

 

6,975,812

 

 

4,704,986

 

 

27,038,892

 

 

12,632,546

 

Less: Equity Compensation from SCT

 

 

(5,000,001

)

 

(2,010,502

)

 

(3,423,000

)

 

(2,681,350

)

 

(25,984,299

)

 

(12,003,123

)

Impact of awards granted during the current year:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested awards: Fair value of awards at the end of the fiscal year

 

 

2,999,999

 

 

1,021,591

 

 

3,429,000

 

 

2,684,050

 

 

9,925,710

 

 

4,844,784

 

Granted and vested awards: Fair value of awards at vesting dates

 

 

2,000,002

 

 

628,911

 

 

 

 

2,812,137

 

 

1,124,340

 

Impact of awards granted in prior years

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested and outstanding awards: Change in fair value as of the end of the fiscal year compared to fair value at the end of prior year

 

 

2,563,450

 

 

662,829

 

 

483,339

 

 

241,550

 

 

(4,808,563

)

 

(1,992,949

)

Vested Awards: Change in fair value as of vesting date compared to fair value at the end of prior year

 

 

13,382,038

 

 

6,028,588

 

 

1,354,959

 

 

684,176

 

 

 

Compensation Actually Paid

 

 

31,387,070

 

 

11,667,827

 

 

8,820,110

 

 

5,633,412

 

 

8,983,877

 

 

4,605,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Amounts presented are averages for the entire group of non-PEO NEOs in each respective year.

 

   
Non-PEO NEO Average Total Compensation Amount $ 5,336,410 4,704,986 12,632,546
Non-PEO NEO Average Compensation Actually Paid Amount $ 11,667,827 5,633,412 4,605,598
Adjustment to Non-PEO NEO Compensation Footnote

(3) To calculate the “compensation actually paid” to our PEO and our non-PEO NEOs, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with the SEC rules as follows:

FISCAL YEARS

 

2024

 

2023

 

2022

 

ADJUSTMENTS

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

PEO ZACHARY K. BRADFORD
($)

 

NON-PEO NAMED EXECUTIVE OFFICERS*
($)

 

Summary Compensation Table ("SCT") Total

 

 

15,441,582

 

 

5,336,410

 

 

6,975,812

 

 

4,704,986

 

 

27,038,892

 

 

12,632,546

 

Less: Equity Compensation from SCT

 

 

(5,000,001

)

 

(2,010,502

)

 

(3,423,000

)

 

(2,681,350

)

 

(25,984,299

)

 

(12,003,123

)

Impact of awards granted during the current year:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested awards: Fair value of awards at the end of the fiscal year

 

 

2,999,999

 

 

1,021,591

 

 

3,429,000

 

 

2,684,050

 

 

9,925,710

 

 

4,844,784

 

Granted and vested awards: Fair value of awards at vesting dates

 

 

2,000,002

 

 

628,911

 

 

 

 

2,812,137

 

 

1,124,340

 

Impact of awards granted in prior years

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested and outstanding awards: Change in fair value as of the end of the fiscal year compared to fair value at the end of prior year

 

 

2,563,450

 

 

662,829

 

 

483,339

 

 

241,550

 

 

(4,808,563

)

 

(1,992,949

)

Vested Awards: Change in fair value as of vesting date compared to fair value at the end of prior year

 

 

13,382,038

 

 

6,028,588

 

 

1,354,959

 

 

684,176

 

 

 

Compensation Actually Paid

 

 

31,387,070

 

 

11,667,827

 

 

8,820,110

 

 

5,633,412

 

 

8,983,877

 

 

4,605,598

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Amounts presented are averages for the entire group of non-PEO NEOs in each respective year.

 

   
Compensation Actually Paid vs. Total Shareholder Return

Relationship between PEO and non-PEO NEO compensation actually paid and TSR

During the fiscal year ended September 30, 2024, the total shareholder return of an initial $100 investment in the Company was -19% (or a reduction of $19.41). Total shareholder return improved from the prior year by $48, a 71% increase over the prior year total shareholder return. During the same period, our PEO’s reported compensation increased by $8.5 million, or 121%, and actual compensation increased by $22.6 million, or 256% and the average non-PEO NEO reported compensation increased by $0.6 million, or 13%, and actual compensation increased by $6.0 million, or 107%.

During the fiscal year ended September 30, 2023, the total shareholder return of an initial $100 investment in the Company was -67% (or a reduction of $67.13). Total shareholder return improved from the prior year by $5.44, a 7% increase over the prior year total shareholder return. During the same period, our PEO’s reported compensation decreased by $20.1 million, or 74%, and actual compensation decreased by $0.2 million, or 2%, and the average non-PEO NEO reported compensation decreased by $7.9 million, or 63%, and actual compensation increased by $1.0 million, or 22%.

During fiscal year ended September 30, 2022, the total shareholder return of an initial $100 investment in the Company was a loss of 73%, or $72.56. During the same period, our PEO’s reported and actual compensation was $27.0 million and $9.0 million, respectively, and the average non-PEO NEO reported and actual compensation was $12.6 million and $4.6 million, respectively
   
Compensation Actually Paid vs. Net Income

Relationship between PEO and non-PEO NEO compensation actually paid and net income

During the fiscal year ended September 30, 2024, the Company’s net loss was $145.8 million, an increase in net loss of $7.6 million, or 6%, from $138.1 million from the immediately preceding fiscal year. During the same period, our PEO’s reported compensation increased by $8.5 million, or 121%, and actual compensation increased by $22.6 million, or 256%, and the average non-PEO NEO reported compensation increased by $0.6 million, or 13%, and actual compensation increased by $6.0 million, or 107%.

During the fiscal year ended September 30, 2023, the Company’s net loss was $138.1 million, an increase in net loss of $80.8 million, or 141%, from $57.3 million from the immediately preceding fiscal year. During the same

period, our PEO’s reported compensation decreased by $20.1 million, or 74%, and actual compensation decreased by $0.2 million, or 2%, and the average non-PEO NEO reported compensation decreased by $7.9 million, or 63%, and actual compensation increased by $1.0 million, or 22%.

During the fiscal year ended September 30, 2022, the Company’s net loss was $57.3 million. During the same period, our PEO’s reported and actual compensation was $27.0 million and $9.0 million, respectively, and the average non-PEO NEO reported and actual compensation was $12.6 million and $4.6 million, respectively
   
Compensation Actually Paid vs. Company Selected Measure

Relationship between PEO and non-PEO NEO compensation actually paid and adjusted EBITDA

During the fiscal year ended September 30, 2024, the Company’s adjusted EBITDA, a non-GAAP financial measure, was $245.8 million, an increase of $220.8 million, or 882%, from $25.0 million in the prior fiscal year. During the same period, our PEO’s reported compensation increased by $8.5 million, or 121%, and actual compensation increased by $22.6 million, or 256%, and the average non-PEO NEO reported compensation increased by $0.6 million, or 13%, and actual compensation increased by $6.0 million, or 107%.

During the fiscal year ended September 30, 2023, the Company’s adjusted EBITDA, a non-GAAP financial measure, was $25.0 million, a decrease of $31.0 million, or 55%, from $56.1 million in the immediately preceding fiscal year. During the same period, our PEO’s reported compensation decreased by $20.1 million, or 74%, and actual compensation decreased by $0.2 million, or 2%, and the average non-PEO NEO reported compensation decreased by $7.9 million, or 63%, and actual compensation increased by $1.0 million, or 22%.

During the fiscal year ended September 30, 2022, the Company’s adjusted EBITDA, a non-GAAP financial measure, was $56.1 million. During the same period, our PEO’s reported and actual compensation was $27.0 million and $9.0 million, respectively, and the average non-PEO NEO reported and actual compensation was $12.6 million and $4.6 million, respectively.

   
Total Shareholder Return Vs Peer Group

Relationship between PEO and non-PEO NEO compensation actually paid and revenue and key bitcoin mining performance metrics

During the year ended September 30, 2024, revenues increased 125% to $379.0 million as compared to $168.4 million in the immediately preceding fiscal year. In addition, the Company’s processing power as measured in hashrate increased by 188% to 27.6 EH/s from 9.6 EH/s, and miner efficiency improved to 21.9 watts/terahash, a 23% improvement from 28.4 watts/terahash. During the same period, our PEO’s reported compensation increased by $8.5 million, or 121%, and actual compensation increased by $22.6 million, or 256%, and the average non-PEO NEO reported compensation increased by $0.6 million, or 13%, and actual compensation increased by $6.0 million, or 107%.

During the year ended September 30, 2023, revenues increased 28% to $168.4 million as compared to $131.5 million in the immediately preceding fiscal year. In addition, the Company’s processing power as measured in hashrate increased by 129% to 9.6 EH/s from 4.2 EH/s, and miner efficiency improved to 28.4 watts/terahash, a 6% improvement from 30.1 watts/terahash. During the same period, our PEO’s reported compensation decreased by $20.1 million, or 74%, and actual compensation decreased by $0.2 million, or 2%, and the average non-PEO NEO reported compensation decreased by $7.9 million, or 63%, and actual compensation increased by $1.0 million, or 22%.

During the fiscal year ended September 30, 2022, the Company’s revenues were $131.5 million. The Company's processing power as measured in hashrate was 4.2 EH/s, and miner efficiency was 30.1 watts/terahash. During the same period, our PEO’s reported and actual compensation was $27.0 million and $9.0 million, respectively, and the average non-PEO NEO reported and actual compensation was $12.6 million and $4.6 million, respectively
   
Tabular List, Table

FINANCIAL PERFORMANCE MEASURES AND OTHER PERFORMANCE MEASURES

The following provides an unranked list of the most important financial and non-financial performance measures used by the Company to link the compensation actually paid to our PEO and non-PEO NEOs in fiscal year 2024, calculated in accordance with SEC regulations, to Company performance.

Bitcoin Mining Metrics

Revenue & Adjusted EBITDA

Capital Stewardship

Cash Flow

Financial Transparency

Financial Performance

Corporate Culture

Industry Leadership

Stock Price

   
Total Shareholder Return Amount $ 80.59 32.87 27.44
Peer Group Total Shareholder Return Amount 43.05 22.59 21.78
Net Income (Loss) $ (145,776,815) $ (138,148,399) $ (57,325,554)
Company Selected Measure Amount 245,847,501 25,027,580 56,056,184
PEO Name Zachary K. Bradford Zachary K. Bradford Zachary K. Bradford
Measure:: 1      
Pay vs Performance Disclosure      
Name Bitcoin Mining Metrics    
Measure:: 2      
Pay vs Performance Disclosure      
Name Revenue & Adjusted EBITDA    
Measure:: 3      
Pay vs Performance Disclosure      
Name Capital Stewardship    
Measure:: 4      
Pay vs Performance Disclosure      
Name Cash Flow    
Measure:: 5      
Pay vs Performance Disclosure      
Name Financial Transparency    
Measure:: 6      
Pay vs Performance Disclosure      
Name Financial Performance    
Measure:: 7      
Pay vs Performance Disclosure      
Name Corporate Culture    
Measure:: 8      
Pay vs Performance Disclosure      
Name Industry Leadership    
Measure:: 9      
Pay vs Performance Disclosure      
Name Stock Price    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (5,000,001) $ (3,423,000) $ (25,984,299)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,999,999 3,429,000 9,925,710
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,563,450 483,339 (4,808,563)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,000,002 0 2,812,137
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 13,382,038 1,354,959 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (2,010,502) (2,681,350) (12,003,123)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,021,591 2,684,050 4,844,784
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 662,829 241,550 (1,992,949)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 628,911 0 1,124,340
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 6,028,588 $ 684,176 $ 0