Ichi Shih
Bit DigitalAbout Ichi Shih
Ichi Shih is an independent director of Bit Digital, Inc. (BTBT) since September 2020 and serves as Chairwoman of the Audit Committee and the Audit Committee Financial Expert; she is age 55, with over 15 years of experience in corporate finance, M&A, and capital markets across global regions, and holds a CPA certificate from the AICPA . The Board has determined Ms. Shih is independent under Nasdaq rules; the Board met eight times in 2024, with all directors attending at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Societe Générale (New York) | Equity Lending Assistant | 1995–1998 | Capital markets operations |
| Goldman Sachs & Co. (New York) | Financial Analyst | 1998–2000 | Financial analysis |
| Westminster Securities (New York) | Senior Associate | 2003–2007 | Investment banking support |
| Brean Murray (New York) | Vice President | 2007–2009 | Corporate finance/M&A |
| China Valves Technologies (Hong Kong & U.S.) | Chief Financial Officer | 2009–2011 | Public company finance leadership |
| Glory Sky Group (Hong Kong) | Senior Vice President | 2012–2014 | Corporate finance |
| Nasdaq Dubai (Dubai & Shanghai) | Listing Advisor | 2015 | Listing advisory |
| Cubetech Global Asset (Beijing) | Chief Financial Officer | 2016–2017 | Corporate finance |
| ProMed Clinical Research Organization Inc. (Beijing) | Chief Financial Officer | 2017–2018 | Healthcare finance |
| Cathay Securities Inc. (Beijing & New York) | Partner | 2018–Present | Capital markets/strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cathay Securities Inc. | Partner | 2018–Present | Based in Beijing and New York |
| Nasdaq Dubai | Listing Advisor | 2015 | Advisory role across Dubai/Shanghai |
Board Governance
- Committee assignments and roles:
- Audit Committee: Chairwoman; Audit Committee Financial Expert; members include Brock Pierce and Zhaohui Deng .
- Compensation Committee: Member; chaired by Zhaohui Deng .
- Nominating & Corporate Governance Committee: Member; chaired by Zhaohui Deng .
- Independence: Board determined Ms. Shih (and Zhaohui Deng, Brock Pierce) are independent under Nasdaq standards .
- Attendance and engagement:
- Board met 8 times in 2024; all directors attended at least 75% .
- Audit Committee held 6 meetings in 2024; three members attended all six, the fourth attended five (member-specific attendance not disclosed) .
- Responsibilities: As Audit Chair, oversees financial reporting, auditor independence, internal controls, and reviews related-party transactions; signed the Audit Committee report dated March 14, 2025 .
Fixed Compensation
| Year | Cash Retainer (USD) | Notes |
|---|---|---|
| 2024 | $20,000 | Paid under Director Agreement dated Dec 8, 2023 for Audit Chair services; reimbursable expenses allowed |
| Structure | $1,000 per quarter | Original director agreements provided $1,000/quarter for independent directors; subject to renewal |
Performance Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| RSU Grants (units) | 10,000 (immediate vesting; 2021 Plan) | 30,000 (Oct; immediate vesting; Second 2021 Plan) | 30,000 (Dec; immediate vesting; Second 2021 Plan) | 30,000 (Nov; immediate vesting; 2023 Plan) |
| Equity Award Fair Value (USD) | Not disclosed | Not disclosed | Not disclosed | $162,600 (aggregate grant-date fair value for 2024 director RSUs) |
| Vesting Terms | Immediate | Immediate | Immediate | Immediate |
No performance-based metrics were disclosed for director equity awards; grants were time/service-based and vested immediately .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other current public company boards | None disclosed for Ms. Shih |
| Prior public company board roles (last 5 years) | None disclosed; prior role as CFO of China Valves Technologies (operating role, not board) |
| Interlocks with BTBT’s competitors/suppliers/customers | None disclosed for Ms. Shih |
Expertise & Qualifications
- CPA Certificate from the American Institute of Certified Public Accountants; designated Audit Committee Financial Expert .
- Education: BS in Accounting & International Business (NYU Stern, 1995); Master’s in International Finance & Business (Columbia SIPA, 2002) .
- Technical expertise: Corporate finance, M&A, capital markets across global regions .
- Board qualifications: Financial sophistication per Nasdaq; oversight of auditor independence, internal controls, and related-party review .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ichi Shih | 30,000 | <1% | As of April 3, 2025; location c/o BTBT HQ |
| Hedging/Pledging | Policy prohibits hedging and, per policy heading, pledging; no pledging disclosed | — | Anti-hedging and anti-pledging policies adopted; violations subject to discipline |
Governance Assessment
- Board effectiveness and oversight: As Audit Chair and Financial Expert, Shih leads audit oversight, internal control review, auditor independence, and scrutiny of related-party transactions—critical in BTBT’s governance context .
- Independence and engagement: Formally independent under Nasdaq rules; Board and committee activity levels indicate ongoing engagement, though individual attendance specifics beyond minimum Board thresholds are not disclosed .
- Compensation mix and alignment: 2024 director pay comprised $20,000 cash and $162,600 equity (immediately vested RSUs), signaling equity-linked but non-performance-based incentives; her beneficial ownership remains modest at 30,000 shares (<1%), which may limit “skin-in-the-game” alignment .
- Related-party risk environment (context for Audit Chair oversight): Preference Shares (1,000,000 total) carry 50 votes each (13.5% of combined voting power as of July 18, 2025); owned by Geney Development Ltd., beneficially controlled by BTBT’s Chairman (70%) and CFO (30%); Board declared 8% dividends to Geney for 2022–2024—this concentration and related-party structure heightens governance risk, placing more importance on Audit Committee independence and rigor .
- Policy safeguards: Anti-hedging/anti-pledging policy and Code of Ethics in place; Audit Committee responsible for approving related-party transactions, which mitigates (but does not eliminate) conflict risks .
RED FLAGS
- Concentrated voting power via Preference Shares controlled by insiders; recurring dividends to related-party Geney Development Ltd. .
- Articles permit directors to vote on interested transactions with disclosure, a governance vulnerability relative to best practices .
- Low disclosed personal share ownership for Ms. Shih (30,000; <1%), limiting alignment versus potential equity-linked but immediately vesting awards .
Signals Supporting Confidence
- Audit Committee led by an AICPA CPA and designated financial expert; clear oversight remit over internal controls, auditor independence, and related-party transactions; formal anti-hedging/anti-pledging policy .
Director Compensation (Detail for 2024)
| Director | Fees Earned (Cash) | Equity Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Ichi Shih | $20,000 | $162,600 | $182,600 |
Committee Assignments (Current)
| Committee | Role | Members |
|---|---|---|
| Audit Committee | Chairwoman; Financial Expert | Ichi Shih (Chair), Brock Pierce, Zhaohui Deng |
| Compensation Committee | Member | Zhaohui Deng (Chair), Ichi Shih, Brock Pierce |
| Nominating & Corporate Governance | Member | Zhaohui Deng (Chair), Ichi Shih, Brock Pierce |
Related-Party and Voting Structure (Context)
| Item | Disclosure |
|---|---|
| Preference Shares | 1,000,000 outstanding, 50 votes per share; ~13.5% combined voting power (as of July 18, 2025) |
| Ownership of Preference Shares | Geney Development Limited (GDL); 70% owned by Chairman Zhaohui Deng, 30% by CFO Erke Huang via Even Green Holdings |
| Dividends on Preference Shares | 8% dividends declared for fiscal years 2022, 2023, 2024; paid to GDL (Feb 7, 2023; Dec 8, 2023; Dec 20, 2024) |
Say-on-Pay & Shareholder Feedback
- 2025 Proposals: Non-binding advisory vote approving NEO compensation (Say on Pay) and frequency vote recommending every three years; results not disclosed in proxy .
Employment & Contracts (Director)
- Director Agreement: Ms. Shih’s December 8, 2023 agreement provided $20,000 cash paid November 2024 and 30,000 RSUs (immediate vesting) for Audit Chair services during 2024; reimbursement of approved expenses .
Governance Conclusion
- Ms. Shih brings substantial financial expertise and leads audit oversight—key strengths for board effectiveness at BTBT. However, the company’s voting structure and related-party arrangements with insiders elevate conflict risk; rigorous Audit Committee oversight (including RPT review) and adherence to anti-hedging/anti-pledging policies are critical mitigants. Her compensation is equity-influenced but not performance-based, and disclosed personal share ownership is modest, suggesting moderate alignment with common shareholder outcomes .
