Brock Pierce
Bit DigitalAbout Brock Pierce
Independent director since October 2021; age 44; seasoned crypto entrepreneur and investor credited with pioneering digital assets, co-founding EOS Alliance, Block.One, Blockchain Capital, Tether, and Mastercoin; Chairman of the Bitcoin Foundation; current public company directorship at SRAX, Inc. (OTC: SRAX). Tenure on BTBT’s board has included service across all three key committees (Audit, Compensation, Nominating). Background emphasizes early bitcoin mining operations and extensive industry engagement (lectures, media recognition).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bitcoin Foundation | Chairman | Not disclosed | Industry governance/advocacy |
| EOS Alliance | Co-founder | Not disclosed | Crypto ecosystem development |
| Block.One | Co-founder | Not disclosed | Early blockchain infrastructure |
| Blockchain Capital | Co-founder | Not disclosed | Seed investor in BitFury; crypto venture investing |
| Tether | Co-founder | Not disclosed | Stablecoin pioneer |
| Mastercoin | Co-founder | Not disclosed | Early token protocol |
| KNC (China operation) | Ran early large-scale mining operations | Not disclosed | Operational scale-up in mining |
| Washington State mining | Established large mining operation | Not disclosed | Operational leadership |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| SRAX, Inc. (OTC: SRAX) | Director | Not disclosed | Current public company board seat |
Board Governance
- Committee assignments: Compensation Committee member (chair: Zhaohui Deng); Nominating & Corporate Governance Committee member (chair: Zhaohui Deng); Audit Committee member (chair: Ichi Shih; Shih designated audit committee financial expert). Board has affirmed Pierce’s independence under Nasdaq rules and Exchange Act 10A-3.
- Attendance: Board met 8 times in 2024; all directors attended ≥75% of board meetings. Audit Committee held 6 meetings; three members attended all six, one attended five (committee-level engagement strong; individual breakdown not disclosed).
- Shareholder voting (AGM May 20, 2025): Brock Pierce re-election received 93.81% affirmative votes; Say-on-Pay approval 71.80% (moderate support).
| Item | Votes For | Withheld/Against | Broker Non-Vote | Affirmative % |
|---|---|---|---|---|
| Director election – Brock Pierce | 81,349,781 | 154,344 | 138,176,088 | 93.81% |
| Say-on-Pay (NEOs) | 62,224,516 | 24,226,937 | 138,176,090 | 71.80% |
| 2025 Omnibus Equity Plan | 84,816,607 | 1,587,094 | 138,176,088 | 97.87% |
| Auditor ratification | 94,623,199 | 528,626 | 129,544,782 | 99.30% |
| SOP frequency – 3 years | 56,002,118 | — | — | 64.60% |
- Governance structure context: Preference shares (1,000,000) carry 50 votes per share; Geney Development Limited, owned by BTBT’s Chair and CFO, holds all preference shares—13.5% voting power—implicating control dynamics. Audit Committee oversees related-party transactions.
- Lock-up alignment: Pierce listed among lock-up parties for multiple offerings in 2025 (June 27; July 15; October 2), indicating insider alignment with financing actions.
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual cash retainer | $4,000 | Paid quarterly; independent director cash for BTBT board service |
| Committee/Chair fees | Not disclosed | Chair fees disclosed for Audit Chair (Shih) but not applicable to Pierce |
Performance Compensation
| Metric | 2021 | 2024 | 2025 YTD |
|---|---|---|---|
| RSU grants (#) | 20,000 (immediate vesting) | 40,000 (immediate vesting; March 2024) | 20,000 (immediate vesting; January 2025) |
| Grant-date fair value ($) | Not disclosed | $110,400 aggregate equity award value for 2024 | Not disclosed |
| Options (strike/expiry/vesting) | None disclosed | None disclosed | None disclosed |
| Performance metrics tied to director equity | None disclosed | None disclosed | None disclosed |
| Grant timing policy | Company does not time equity grants around MNPI; grants made per cycle/event (directors included) | — | — |
Other Directorships & Interlocks
| Company/Entity | Relationship to BTBT | Potential Interlock/Conflict |
|---|---|---|
| SRAX, Inc. (OTC: SRAX) | Unrelated industry; public board | No disclosed BTBT transaction or overlap; monitor info flow |
| Crypto entities (Bitcoin Foundation, Block.One, Tether, etc.) | Industry expertise | No BTBT related-party transactions disclosed with these entities |
Expertise & Qualifications
- Deep crypto/blockchain domain knowledge; founder/operator experience in mining, token protocols, venture investing; extensive industry visibility (NYT, WSJ, Fortune; Milken Institute).
- Committee service across Audit, Compensation, and Nominating indicates breadth of governance engagement.
Equity Ownership
| Metric | Apr 3, 2025 | Jul 18, 2025 |
|---|---|---|
| Ordinary shares beneficially owned | 80,000 | 580,000 |
| Ownership % of Ordinary shares | <1% (less than 1%) | <1% (less than 1%) |
| Voting power % | Part of 22.9% for all directors/officers as a group | Part of 14.9% voting power for all directors/officers as a group |
| Indirect holdings | 80,000 held via Percival Services, LLC; Pierce is Managing Director; Percival has a Director Agreement with BTBT for Pierce to act as representative | Footnote applies |
| Pledging/Hedging | Not disclosed | Not disclosed |
Governance Assessment
-
Positives:
- Board-determined independence under Nasdaq and 10A-3; multi-committee participation supports governance breadth.
- Strong shareholder support for re-election (93.81%); recurring lock-up commitments in 2025 show alignment with financing strategy.
- Transparent director equity grant disclosures; immediate vesting RSUs with modest cash retainer indicate equity-heavy mix.
-
Watch items / RED FLAGS:
- Control dynamics: Super-voting preference shares held by entities controlled by the Chair and CFO (13.5% voting power) may constrain independent director influence.
- “Interested Transactions” policy allows directors to vote on transactions in which they have interests with general disclosure—less stringent than typical U.S. practices; monitor for related-party exposures.
- Say-on-Pay at 71.8% suggests investor mixed views on executive compensation; elevates scrutiny of Compensation Committee oversight where Pierce serves.
- WhiteFiber spin/separation: disclosures note overlapping management/directors between BTBT and WhiteFiber and potential conflicts in transitional agreements; ensure committee-level conflict management and recusal protocols are followed (no specific link to Pierce disclosed).
Overall: Pierce brings valuable crypto-native expertise and industry networks, coupled with broad committee participation and shareholder support. The structural voting control and permissive interested-transaction provisions elevate governance risk; continued monitoring of related-party transactions and compensation decisions is prudent.
Notes and Sources
- Biography, roles, and committee assignments:
- Director compensation table and policy:
- Beneficial ownership and footnotes:
- Shareholder vote outcomes (AGM May 20, 2025):
- Lock-up agreements (alignment):
- Related-party/committee oversight context:
