Cary Grossman

About Cary Grossman

Independent director at Cipher Mining (CIFR) since August 2021; age 71; Audit Committee Chair in 2025 and former Compensation Committee Chair in 2023. Grossman is a veteran corporate finance professional and Certified Public Accountant with prior experience in public accounting, investment banking, and multiple executive roles; he holds a B.B.A. from the University of Texas . The Board has determined he is independent under Nasdaq rules .

Past Roles

External Roles

Mr. Page and Mr. Grossman were initially recommended as Class III director nominees by the majority shareholder during the business combination with GWAC; later nominations were evaluated using standard Board criteria .

Board Governance

• Independence: Board determined Grossman is independent (seven of eight directors independent; CEO not independent) .
• Attendance: In 2024, Board met 9 times; Audit 5; Compensation 5; Nominating & Corporate Governance 4. Each director attended at least 75% of meetings; all directors attended last year’s annual meeting .
• Committee responsibilities: Audit oversees financial reporting, auditor oversight, related party transaction approvals, enterprise risk including cybersecurity; Compensation oversees executive and director pay and consultants; Nominating oversees Board composition and evaluations .
• Risk oversight: Board delegates risk oversight to committees; Audit reviews ERM and cybersecurity exposures; Compensation reviews compensation risk; Nominating reviews governance risks .

Fixed Compensation

• Policy evolution:
  • Nov 2021 policy: $100,000 annual cash; committee chair/member retainers; annual RSU grants $100,000, fully vested .
  • Mar 2023 amendment: Stock Awards (fully vested shares) totaling $140,000 annually, issued quarterly in $35,000 installments; one‑time $40,000 increase for 2022–2023 period .
  • Feb 2024 change: moved from quarterly to single annual equity grant; last quarterly $35,000 paid Feb 20, 2024 .
  • 2024 policy: $150,000 annual cash; Lead Independent Director +$75,000; committee chair retainers: Audit $25,000; Compensation $25,000; Nominating $15,000; committee members: Audit $12,500; Compensation $12,500; Nominating $10,000; annual fully vested stock award grant date value $200,000 .

Performance Compensation

• Directors at CIFR receive fully vested stock awards; no performance‑based metrics, options, or unvested awards disclosed for non‑employee directors as of year‑end 2023 and 2024 .
• Compensation Committee uses independent consultants (2023: Pay Governance; 2024: Pay Governance and Semler Brossy) with no conflicts identified .

Other Directorships & Interlocks

• Historical public board roles include Pentacon (NYSE: JIT), INX (Nasdaq: INXI), and Metalico (NYSE: MEA) .
• Initial director nomination by majority shareholder in connection with business combination (GWAC sponsor)—potential influence channel; later nominees evaluated under standard process .

Expertise & Qualifications

• Certified Public Accountant; B.B.A. in Business Administration (University of Texas) .
• Extensive corporate finance, investment banking, and public company operating experience .

Equity Ownership

(*) Reported as “Less than one percent” in proxy tables .

Governance Assessment

• Strengths:
  • Independence confirmed; rotation from Compensation Chair (2023) to Audit Chair (2025) enhances board balance and leverages CPA credentials for audit oversight .
  • Robust committee charters and risk oversight, including cybersecurity in Audit’s remit; existence of anti‑hedging and clawback policies indicates governance discipline .
  • Use of independent compensation consultants; no conflicts identified .
• Alignment & Compensation Signals:
  • Director pay shifted toward higher cash ($150k base) and larger annual equity ($200k grant value) in 2024, with Grossman’s total rising to $389,848; equity fully vested—no performance gating, which is typical for director compensation but reduces explicit pay‑for‑performance linkage .
  • No unvested awards and no options for directors reduces retention hooks and potential overhang .
• Attendance/Engagement:
  • Board and committees met regularly; all directors attended ≥75% of meetings and the annual meeting, supporting engagement .
• Potential Conflicts & RED FLAGS:
  • Majority shareholder involvement in initial nomination (during GWAC business combination) can raise perceived influence; mitigated by independence determination and established related‑party review procedures (Audit approves related person transactions; policy restricts participation) .
  • Bitfury has a Board Observer right; oversight negotiated by an independent committee—monitor for information flow and potential conflicts in future transactions .
• Ownership Alignment:
  • Personal shareholdings are modest (<1%); while typical for outside directors, alignment relies on annual fully vested stock awards rather than longer‑term vesting or performance conditions .

Overall, Grossman brings deep finance and audit expertise, now positioned as Audit Chair with explicit oversight of related‑party transactions and cybersecurity. The director compensation structure is market‑typical but not performance‑conditioned; initial nomination pathway via majority shareholder warrants continued monitoring of independence in practice, though the Board’s independence determinations and policies are strong .