Holly Morrow Evans
About Holly Morrow Evans
Independent Class II director at Cipher Mining since August 2021; age 49. Deputy Managing Partner at Hakluyt & Company (partner since 2015; previously Head of Risk). Prior roles include Senior Adviser at ExxonMobil (2007–2013), Director at the National Security Council (2005–2007), and China Advisor to the Office of the Vice President (2003–2005). Education: B.A. in Political Science (Georgetown) and M.A. in Asian Studies (Harvard). The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExxonMobil | Senior Adviser | 2007–2013 | Strategic advisory experience |
| National Security Council | Director | 2005–2007 | U.S. government policy leadership |
| Office of the Vice President (U.S.) | China Advisor | 2003–2005 | Geopolitical advisory expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hakluyt & Company | Partner; Deputy Managing Partner; previously Head of Risk | Partner since 2015; current Deputy Managing Partner | Senior leadership in risk-focused advisory firm |
Board Governance
- Board class and term: Class II director with term expiring at the 2026 annual meeting .
- Committee memberships: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Committee chair roles: None; current chairs are Compensation (Robert Flatley), Nominating & Corporate Governance (Caitlin Long), Audit (Cary Grossman) .
- Independence: Board determined Evans is independent under Nasdaq rules .
- Attendance: In 2024, each current director attended at least 75% of Board and committee meetings for which they served .
- Executive sessions: Independent directors meet in private session no less than twice per year .
- Annual meeting engagement: All then‑serving directors attended the prior year’s annual general meeting .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 158,750 | 217,976 | 376,726 |
Director Compensation Policy (summary, current as disclosed):
- Annual cash retainer: $150,000; Lead Independent Director additional $75,000 .
- Committee chair retainers: Audit $25,000; Compensation $25,000; Nominating & Corporate Governance $15,000 .
- Committee member retainers (non‑chair): Audit $12,500; Compensation $12,500; Nominating & Corporate Governance $10,000 .
- Equity: Fully vested common stock with grant‑date value of $200,000 at each annual meeting (pro‑rated for off‑cycle appointments) .
Performance Compensation
| Element | Metric(s) | Structure |
|---|---|---|
| Director equity grants | None disclosed | Annual grants are fully vested common stock; no performance conditions specified |
Other Directorships & Interlocks
- Public company boards: No other publicly‑held company directorships disclosed in Evans’ biography/past five years listing .
- Investor influence context: Bitfury Investors hold a board observer right (may attend Board and committee meetings, with exceptions), negotiated and approved by an independent committee; rights terminate if ownership falls below 10% .
Expertise & Qualifications
- Risk and geopolitical advisory leadership from senior roles at Hakluyt, ExxonMobil, NSC, and the Vice President’s office .
- Education: B.A. (Georgetown), M.A. (Harvard), underpinning policy and regional expertise .
- Board qualifications emphasized by the company: extensive advisory experience .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| April 8, 2025 | 167,080 | <1% (noted as “Less than one percent”) |
| September 12, 2025 | 226,781 | <1% (noted as “Less than one percent”) |
Policy context:
- Insider trading compliance and anti‑hedging/anti‑pledging: Directors are prohibited from short sales, hedging transactions (e.g., collars, swaps), and pledging company securities as collateral, subject to specified exceptions .
Governance Assessment
- Strengths: Independent director serving on two key committees (Compensation; Nominating & Corporate Governance), supporting board effectiveness in pay oversight, director nominations, and governance policies . Attendance ≥75% in 2024 indicates baseline engagement; all directors attended the last annual meeting . Compensation Committee engages independent consultants (Pay Governance; Semler Brossy) with no conflicts identified, aligning with best practices .
- Ownership alignment: Direct holdings are <1% of outstanding shares, typical for outside directors but relatively modest “skin‑in‑the‑game” in absolute terms; equity grants to directors are fully vested at grant, offering less long‑term retention/vesting signal versus RSUs/DSUs structures used elsewhere .
- Policy safeguards: Anti‑hedging and anti‑pledging policy reduces misalignment risks; clawback policy exists for executives (not directors), indicating broader governance rigor on pay outcomes .
- Watch items/RED FLAGS:
- Bitfury board observer right can introduce perceived influence by a significant shareholder; mitigant is independent committee oversight and termination threshold (10%) .
- Internal control material weakness as of December 31, 2024 (IT general controls over change management) led to an adverse opinion on ICFR; although Evans is not on the Audit Committee, remediation effectiveness is a board‑level oversight signal for investor confidence .
- Director equity grants are fully vested at grant; absence of performance‑linked director equity may be viewed as weaker alignment in some governance frameworks, though common among U.S. small caps .
Overall, Evans’ independence, risk/governance expertise, and active committee service support board effectiveness; key investor signals to monitor are dilution/authorization decisions (Board unanimously backed authorized share increase in Oct 2025) and progress on internal controls remediation, given their impact on confidence and valuation .