Mark Shifke

About Mark Shifke

Mark Shifke, 64, is Chief Financial Officer of Digital Currency Group (DCG) and serves on the Board of Grayscale Investments; he became Chairman of Grayscale’s Board effective January 1, 2024, and remained a director after Barry Silbert returned as Board Chairman on August 4, 2025 . He holds a B.A. and J.D. from Tulane University and an LL.M. in Taxation from NYU School of Law .

Past Roles

External Roles

Board Governance

• Governance structure: BCHG is a Delaware statutory trust; the Sponsor (Grayscale Investments Sponsors, LLC) manages all aspects of the Trust under the Trust Agreement, not a traditional issuer board. The Trustee has nominal duties (Delaware statutory requirements only) .
• Role relative to BCHG: As Grayscale Board Chair (Jan 2024) and later Director, Shifke had oversight of the Sponsor that manages BCHG’s operations, including NAV methodology, creations, and fee withdrawals .
• Committee assignments: The Sponsor has an Audit Committee (e.g., Ed McGee serves on it), but BCHG filings do not disclose Shifke’s specific committee roles .
• Independence: Not independent with respect to BCHG’s Sponsor—Shifke is DCG CFO and a Grayscale director; Grayscale and the Sponsor are consolidated DCG subsidiaries that manage BCHG .
• Meeting attendance: No attendance data disclosed for Sponsor’s Board in BCHG filings .
• Shareholder rights/process: 2025 DEF 14A sought amendments allowing the Sponsor to implement certain Trust Agreement changes with notice instead of shareholder consent, and to pay the Sponsor’s Fee daily in arrears—centralizing authority and reducing consent protections .

Fixed Compensation

• BCHG does not disclose director compensation; the Trust’s sole ordinary recurring expense is the Sponsor’s Fee (2.5% annualized of NAV Fee Basis Amount), previously payable monthly in arrears; the DEF 14A proposes changing pay frequency to daily in arrears without changing fee rate .
• The Sponsor pays most operating expenses (Sponsor‑paid Expenses) out of the Sponsor’s Fee; this structure does not include per‑director retainers in BCHG disclosures .

Performance Compensation

• No disclosure of director equity or bonus programs tied to BCHG performance; BCHG is a passive trust and does not report director PSUs/RSUs/options or performance metrics for board compensation .
• A performance metrics table is not applicable based on filings .

Other Directorships & Interlocks

Expertise & Qualifications

• Nearly four decades in finance/fintech with senior CFO roles at Billtrust and Green Dot; deep M&A structuring and tax asset investments from JPMorgan and Goldman Sachs; LL.M. in Taxation indicates technical strength in complex transactions .
• Crypto/platform governance via Grayscale (Sponsor) and Luno boards enhances sector-specific oversight capability .

Equity Ownership

• BCHG filings do not report Shifke’s beneficial ownership; the DEF 14A states “to the knowledge of the Sponsor, no person owns more than 5% of the outstanding Shares” as of Sep 25, 2025 .
• Grayscale directors and officers are generally permitted to invest in Grayscale funds on terms comparable to similarly situated investors, but specific holdings are not disclosed for Shifke .

Governance Assessment

• Independence and interlocks: As DCG CFO and Grayscale director, Shifke is not independent relative to BCHG’s Sponsor; DCG, Grayscale Investments, Grayscale Operating, and the Sponsor are consolidated subsidiaries—Sponsor board (which includes Shifke) manages BCHG affairs .
• Centralization of Sponsor authority: 2025 DEF 14A proposals increase Sponsor discretion to amend the Trust Agreement with shareholder notice rather than consent (20‑day notice), and to make certain tax‑sensitive amendments with counsel opinion—this reduces direct shareholder approval rights and may disenfranchise holders if adverse changes are implemented .
• Operational controls: Proposal to allow omnibus accounts at a Prime Broker (affiliate of Custodian) facilitates creation/redemption but introduces counterparty insolvency exposure and potential asset access freezes—explicitly acknowledged as a risk to Trust assets in omnibus accounts (unsecured creditor status) .
• Fee mechanics: Proposal to pay Sponsor’s Fee daily in arrears (from monthly) increases cash movement cadence but does not change the rate; Sponsor retains discretion over withdrawals from BCH account, maintaining control over fee timing .
• DCG ecosystem risk: Ongoing and recent regulatory/legal matters involving DCG/Genesis and heightened industry scrutiny are disclosed as reputational and market risks that can affect affiliated trusts, including BCHG (e.g., NYAG action and SEC matters; subsequent dismissals noted) .
• Shareholder protections: Trust structure limits shareholder management rights (no board elections; limited voting) and Trustee’s role is nominal; Sponsor’s broad authority and fiduciary limitation provisions in the Trust Agreement concentrate governance power at the Sponsor level .

RED FLAGS

• Non-independence: DCG CFO and Sponsor director status indicate non‑independent oversight of BCHG .
• Reduced consent rights: Proposed amendment process substitutes notice for consent on materially adverse changes, heightening governance risk to shareholders .
• Omnibus accounts exposure: Trust assets held in omnibus accounts could render BCHG an unsecured creditor if Prime Broker were insolvent; access could be frozen by a liquidator .
• Ecosystem litigation/regulatory overhang: DCG/Genesis matters add reputational and policy risk across Grayscale products .

Positive signals

• Industry expertise and transaction rigor: Long-tenured finance/M&A/tax background and fintech CFO track record support disciplined oversight .
• Sponsor intends efficiency improvements: Cash creation/redemption procedures and daily fee accrual/payability aim to streamline operations and arbitrage mechanism over time .

Related Party Transactions and Exposure

• DCG and Sponsor relationships: DCG previously acted as secondary indemnitor for the Trustee; proposed amendments replace DCG with the Sponsor as secondary obligor (reflecting reorganization of responsibilities) .
• Prime broker relationship: Proposal allows use of a Custodian affiliate as Prime Broker; while operationally beneficial, it increases counterparty risk during creations/redemptions .

Employment & Contracts

• BCHG filings do not disclose individual employment contracts for Sponsor directors; governance is defined by the Trust Agreement with the Sponsor’s rights and duties .

Say‑on‑Pay & Shareholder Feedback

• Not applicable; BCHG shareholders have limited voting rights and do not vote on director pay; Consent Solicitation (Sep 2025) used negative consent mechanism (deemed “FOR” if no objection within 20 days) .

Performance & Track Record

• Board leadership transitions: Shifke succeeded Silbert as Grayscale Board Chair effective Jan 1, 2024; Silbert returned as Chair on Aug 4, 2025, with Shifke continuing as Director—reflects active governance changes at Sponsor level .
• BCHG trading dynamics: Trust discloses persistent premiums/discounts versus NAV due to limited redemption and Rule 144 constraints; governance proposals aim to enable cash creations/redemptions to improve arbitrage efficacy .

Fixed Compensation (Director Retainers)

• No BCHG-specific director cash/equity retainer disclosures; trust expense structure centers on the Sponsor’s Fee (2.5% annualized), with Sponsor covering ordinary course expenses .

Performance Compensation (Metrics Table)

• Not disclosed/applicable for BCHG directors; trust pays Sponsor’s Fee without reported KPI-tied board compensation .

Equity Ownership (Skin‑in‑the‑Game)

• Specific director ownership in BCHG not disclosed; Sponsor notes directors/officers may invest in Grayscale products generally .
• “No person >5% ownership” reported as of the record date for the 2025 Consent Solicitation .

Conclusion for Investors

• Shifke brings deep finance and M&A/tax structuring expertise to the Sponsor’s board overseeing BCHG, but his DCG executive role and consolidated DCG control of the Sponsor limit independence and create potential conflicts that need monitoring .
• The 2025 proposals centralize Sponsor authority (notice‑based amendments; daily fee payability; omnibus accounts) and can improve operational efficiency but elevate governance and counterparty risk—evaluate implications for shareholder protections and tracking efficiency of BCHG’s market price to NAV .