Justin Zhu
Bit DigitalAbout Justin Zhu
Justin Zhu is Chief Accounting Officer and Senior Vice President of Finance at Bit Digital, Inc., and has served as the company’s Principal Financial Officer since July 25, 2025 . He provides Sarbanes-Oxley certifications for BTBT’s quarterly reports (Sections 302 and 906), affirming fair presentation, internal control design, and disclosure controls effectiveness . Zhu joined BTBT in July 2021 after serving as a Senior Manager at Ernst & Young US LLP (2015–2021) and beginning his career at PricewaterhouseCoopers LLP; he holds a BBA (Honors) in Accounting and an M.S. in Taxation from Baruch College and is a Certified Public Accountant (CPA) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bit Digital, Inc. | Senior Vice President of Finance | July 2021–present | Led finance; advanced to Principal Financial Officer in 2025 to strengthen reporting, controls, and SOX compliance |
| Bit Digital, Inc. | Chief Accounting Officer & Principal Financial Officer | Effective July 25, 2025 | Took over PFO responsibilities to support WhiteFiber IPO readiness and BTBT reporting certifications |
| Bit Digital, Inc. | Signatory to S-3ASR (automatic shelf) | Oct 31, 2025 | Signed registration statement as CAO/SVP Finance/PFO, supporting capital markets access |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young US LLP | Senior Manager | 2015–July 2021 | Advised Fortune 500 clients on accounting, reporting, and transaction-related regulatory requirements, strengthening technical rigor |
| PricewaterhouseCoopers LLP | Auditor (early career) | Not disclosed | Focused on public company audits; built foundational SEC reporting and audit competencies |
Fixed Compensation
| Year | Role | Base Salary (USD) | Target Bonus % | Notes |
|---|---|---|---|---|
| 2021 | Vice President of Finance | $200,000 | Up to 20% discretionary | Offer letter terms; at-will employment |
| 2025 | CAO & PFO; SVP Finance | $300,000 | Not disclosed | Amendment effective July 25, 2025 |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| RSUs under 2025 Omnibus Equity Plan | Not disclosed | Board to set targets/criteria after consultation | Not disclosed | $150,000 grant-value RSUs | Immediate vesting; effective July 25, 2025 |
- No options or PSU-specific metrics were disclosed for Zhu; additional annual equity awards are eligible at Board discretion based on future targets and performance criteria .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership (shares) | Not disclosed for Zhu in 2025 proxy’s principal shareholders table |
| Hedging/Pledging policy | Company prohibits hedging and pledging for directors/officers and other covered persons |
| Rule 10b5-1 trading plans | Company disclosed no Rule 10b5-1 plans held by any officer or director as of the proxy date |
| Ownership guidelines | Not disclosed in 2025 proxy |
Employment Terms
| Term | Details |
|---|---|
| Employment status | At-will; company or Zhu may terminate at any time |
| Role & reporting | SVP Finance and CAO; serves as PFO for Sarbanes-Oxley purposes; reports to CFO and CEO |
| Restrictive covenants | Subject to a Restrictive Covenant Agreement including confidentiality, inventions, non-compete/non-solicit provisions |
| Equity plan governance | Awards granted under the 2025 Omnibus Equity Incentive Plan (8,000,000-share pool; no repricing without shareholder approval) |
| Corporate transactions | In M&A or similar events, unvested awards may be canceled unless assumed; Committee may accelerate or provide cash-out; liquidations can terminate awards with potential acceleration |
| Clawback policy | Adopted Nov 23, 2023; recovery of executive compensation upon material accounting restatements; no recoveries to date |
| Indemnification & D&O | Company to execute indemnification agreement; maintain D&O coverage acceptable to Zhu; requires securing obligations (e.g., LOC, surety, trust) within 60 days of request |
| Related party transactions | None requiring disclosure for Zhu; no arrangements/understandings for selection as officer; no family relationships |
Investment Implications
- Immediate-vest RSU structure provides no multi-year service-based vesting, limiting retention incentives and potentially enabling near-term liquidity if trading windows are open .
- Strong compliance and controls profile: Zhu certifies BTBT’s quarterly reports under SOX 302/906 and signed the October 2025 automatic shelf registration, supporting reporting integrity and capital access .
- Governance safeguards: anti-hedging/pledging policy, clawback adoption, and plan-level restrictions on repricing reduce shareholder-unfriendly actions, though Zhu-specific ownership levels are not disclosed in the proxy .
- Succession/transition context: Zhu’s elevation to PFO coincided with the CFO’s focus on a subsidiary IPO, increasing his execution responsibility for BTBT’s financial reporting cadence and controls .
