Caitlin Long
About Caitlin Long
Caitlin Long (age 55) has served as an independent director of Cipher Mining Inc. since August 2021. She is the Founder and Chief Executive Officer of Custodia Bank, Inc. (formerly Avanti Financial Group, Inc.), a chartered bank she founded in 2020 to bridge U.S. dollar and cryptocurrency financial systems. She holds a B.A. from the University of Wyoming and a joint J.D./M.P.P. from Harvard Law School and Harvard Kennedy School of Government .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symbiont.io | Chairman & President | 2016–2018 | Enterprise fintech utilizing blockchain |
| Morgan Stanley | Managing Director | 1994–2016 | Senior roles in investment banking (New York & Zurich) |
| Credit Suisse | Managing Director | 1994–2016 | Senior roles in investment banking (New York & Zurich) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Custodia Bank, Inc. | Founder & Chief Executive Officer | 2020–present | Chartered bank bridging USD and crypto systems |
| State of Wyoming | Appointee to legislative committees; blockchain policy advocate | Appointed in 2018; advocacy since 2017 | Helped lead enactment of >20 blockchain‑enabling laws |
Board Governance
- Independence: The Board determined Caitlin Long is independent under Nasdaq rules .
- Committee assignments: Chair of Nominating & Corporate Governance; Member of Compensation Committee .
- Board leadership: Independent Chair (James Newsome) serves as lead director; CEO role is separated from Chair .
- Attendance: In 2024, each current director (including Long) attended at least 75% of Board and applicable committee meetings; the Board met 9 times, Compensation Committee 5, and Nominating & Corporate Governance Committee 4 .
| Committee | Role | Independence Status |
|---|---|---|
| Nominating & Corporate Governance | Chair | Independent |
| Compensation Committee | Member | Independent |
| 2024 Attendance Metric | Value |
|---|---|
| Board meeting count | 9 |
| Compensation Committee meeting count | 5 |
| Nominating & Corporate Governance Committee meeting count | 4 |
| Director attendance threshold | ≥75% of meetings |
| Executive sessions | Independent directors meet privately at least twice per year |
- Anti-hedging/pledging: Company policy prohibits directors, officers, and employees from hedging, short sales, and pledging Company securities, subject to specified exceptions .
- Related party oversight: Audit Committee reviews related person transactions under a formal policy; directors cannot approve transactions in which they are related persons .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $151,875 | Actual cash fees earned in 2024 |
| Stock awards (grant-date fair value) | $217,976 | Fully vested shares granted in 2024 |
| Total | $369,851 | Sum of cash and equity for 2024 |
Director Compensation Policy (current):
- Annual cash retainer $150,000; Lead independent director premium $75,000; Committee chair fees: Audit $25,000, Compensation $25,000, Nominating & Corporate Governance $15,000; Non-chair committee membership fees: Audit $12,500, Compensation $12,500, Nominating & Corporate Governance $10,000; Equity: at each annual meeting, fully vested common shares with grant-date value of $200,000 .
Performance Compensation
- Directors receive fully vested common stock; no performance-based equity or cash metrics are disclosed for directors .
| Annual Director Equity Grant Structure | Value/Terms |
|---|---|
| Grant date value | $200,000 of fully vested common shares at the annual meeting |
| Instrument | Fully vested shares (not RSUs/options) |
| Performance metrics | None disclosed for directors |
Other Directorships & Interlocks
- No current or past five-year public company directorships for Caitlin Long are disclosed beyond Cipher Mining Inc. Her biography lists no other public company boards over the past five years .
- Board Observer Agreement exists with Bitfury investors (not involving Long); no observer designated as of the proxy date .
Expertise & Qualifications
- Digital asset regulation, fintech, and blockchain: Founder/CEO of a chartered crypto-focused bank; led policy efforts in Wyoming to enact >20 blockchain laws .
- Capital markets and financial services: Senior MD roles at Morgan Stanley and Credit Suisse; extensive experience in New York and Zurich .
- Legal and policy credentials: J.D./M.P.P. from Harvard; governance leadership as chair of Nominating & Corporate Governance Committee .
Equity Ownership
| Date | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| April 8, 2025 | 167,080 | <1% (asterisk denotes less than one percent) |
| September 12, 2025 | 226,781 | <1% (asterisk denotes less than one percent) |
Governance Assessment
- Strengths: Independent status; chairs Nominating & Corporate Governance and sits on Compensation Committee; documented attendance ≥75%; anti-hedging/pledging policy enhances alignment; use of independent compensation consultants (Pay Governance and Semler Brossy) reviewed for conflicts by the Compensation Committee .
- Alignment: Receives a mix of cash and fully vested equity; beneficial ownership increased from 167,080 to 226,781 shares across 2025, though still <1% of outstanding shares .
- Conflicts/related party exposure: No related-person transactions involving Caitlin Long are disclosed; oversight processes in place via Audit Committee policy .
- RED FLAGS to monitor:
- External executive role in crypto banking (Custodia Bank) overlaps thematically with Cipher’s industry; while no related-party transactions are disclosed, investors may monitor potential business dealings that could present conflicts if they arise .
- Audit firm transition and prior material weakness in ITGC (company-level disclosure); while not specific to Long, committee oversight remains important .