James Newsome
About James Newsome
James Newsome (age 65) is an independent director and serves as Chairman of the Board at Cipher Mining Inc., having joined the Board in August 2021. He is a former Chairman of the U.S. Commodity Futures Trading Commission (CFTC), President of NYMEX, and director at CME Group, bringing deep regulatory and market-structure expertise. He holds a B.S. in Economics (University of Florida), a Master’s in Genetics, and a Ph.D. in Economics (Mississippi State University), and is a founding partner of Delta Strategy Group. He is designated as independent under Nasdaq rules and functions as lead director given his independent Chair role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Commodity Futures Trading Commission (CFTC) | Commissioner (1998–2000); Chairman (2000–2004) | 1998–2004 | Led regulatory implementation of the Commodity Futures Modernization Act of 2000; member of President’s Working Group for Financial Markets . |
| New York Mercantile Exchange (NYMEX) | President | 2004–2009 | Oversight during NYMEX operations pre-CME acquisition . |
| CME Group | Director | 2009–2011 | Board service post-NYMEX acquisition . |
| Dubai Mercantile Exchange | Director | Prior years (dates not specified) | Exchange governance experience . |
| National Futures Association (NFA) | Director | Prior years (dates not specified) | Self-regulatory oversight exposure . |
| Bitfury Top HoldCo | Advisory Board Member | 2015–2021 | Advisory role to a major CIFR shareholder; potential interlock consideration . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Strategy Group | Founding Partner | Current | Government affairs; policy/regulatory advisory depth . |
Board Governance
- Chair and Lead Independent Director structure: James Newsome serves as independent Chair; Tyler Page is CEO, separating roles. The Board views this as balancing strategy execution with governance oversight .
- Independence: The Board determined seven of eight directors—including Newsome—are independent under Nasdaq rules .
- Committees: Current standing committees—Audit (Chair: Cary Grossman), Compensation (Chair: Robert Flatley), Nominating & Corporate Governance (Chair: Caitlin Long). Newsome is not listed as a member of these committees, consistent with his focus on Board leadership rather than committee execution .
- Attendance: In 2024, each current director attended at least 75% of Board and relevant committee meetings; Board met nine times, Audit five, Compensation five, Nominating four .
- Executive sessions: Independent directors meet in private executive session no less than twice a year .
- Shareholder votes (2025 AGM): Say‑on‑Pay received 157,212,425 “For”, 60,642,805 “Against”, 1,206,310 “Abstain” (broker non‑votes 45,894,567). Frequency approved: One Year (209,203,808 votes) .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Annual + role/committee retainers) | $206,250 | Director compensation policy: $150,000 annual retainer; additional $75,000 for lead independent director; committee chair/member retainers as applicable and pro‑rated quarterly . |
| Equity grant (fully vested common shares) | $217,976 (grant-date fair value) | Policy target $200,000 grant value in fully vested shares at annual meeting; actual reported fair value shown . |
| Total | $424,226 | Mix ~49% cash / ~51% equity, indicating alignment via equity retainer . |
Director compensation policy mechanics:
• Annual cash retainer $150,000; Lead Independent Director additional $75,000; Committee chairs: Audit $25,000, Compensation $25,000, Nominating $15,000; Committee members: Audit $12,500, Compensation $12,500, Nominating $10,000; paid quarterly and pro‑rated .
• Equity: fully‑vested common stock grant with $200,000 grant-date value at each annual meeting; pro‑rated for mid‑year appointments .
Performance Compensation
| Performance Metric Category | Disclosure | Notes |
|---|---|---|
| Director equity performance linkage | None disclosed for non-employee directors | Director equity grants are fully vested at grant; no performance metrics or vesting conditions tied to director awards . |
Other Directorships & Interlocks
| Company/Entity | Role | Status | Interlock/Conflict Note |
|---|---|---|---|
| Bitfury Top HoldCo | Advisory Board Member | Past (2015–2021) | Bitfury-affiliated entities own 26.61% as of Apr 8, 2025; Board Observer Agreement grants Bitfury right to a board observer until ownership <10%. Agreement approved by independent committee—potential influence channel mitigated via process . |
| CME Group | Director | Past (2009–2011) | No current interlock disclosed . |
| Dubai Mercantile Exchange | Director | Past | No current interlock disclosed . |
| National Futures Association | Director | Past | Self-regulatory expertise; no current interlock disclosed . |
Expertise & Qualifications
- Regulatory leadership: Former CFTC Chairman, guided CFMA 2000 implementation; member of President’s Working Group with Treasury, Fed, SEC—strong policy and market oversight credentials .
- Exchange governance and market structure: President of NYMEX; director at CME Group; governance experience at Dubai Mercantile Exchange and NFA .
- Academic credentials: B.S. Economics (University of Florida), M.S. Genetics, Ph.D. Economics (Mississippi State University) .
- Current professional role: Founding partner at Delta Strategy Group (government affairs), relevant to public policy, regulatory engagement .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Source |
|---|---|---|---|
| April 8, 2025 | 167,080 | <1% | |
| September 12, 2025 | 194,313 | <1% |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of company securities; also prohibits short sales and certain derivatives; Insider Trading Compliance Policy applies to directors .
- Clawback: Compensation Recoupment Policy compliant with Nasdaq Rule 10D‑1 applies to executive officers; directors not specifically covered, but governance architecture strengthens accountability .
Governance Assessment
- Strengths:
• Independent Chair and lead director structure enhances oversight; CEO/Chair separation viewed positively by Board .
• Documented independence under Nasdaq; robust committee independence and financial literacy in Audit Committee; use of independent compensation consultants (Pay Governance, Semler Brossy) with no conflicts .
• Attendance met thresholds; executive sessions held regularly; code of ethics and governance guidelines in place . - Investor sentiment:
• 2025 Say‑on‑Pay passed; frequency set to annual—indicates willingness for ongoing oversight. Raw vote counts provide context on support levels . - Potential conflicts and mitigation:
• Prior Bitfury advisory role plus Bitfury’s significant ownership and Board Observer Agreement present influence risk; mitigated via independent committee approval of the observer agreement and no observer designated to date . - RED FLAGS to monitor:
• Concentrated shareholder influence (Bitfury 26.61% in Apr 2025; 21.88% in Sep 2025), plus observer rights—track any observer appointment and related-party transactions through Audit Committee oversight .
• Internal control material weakness reported for 2024 IT general controls; auditor change to CBIZ in 2025—monitor remediation progress and Audit Committee oversight .
Related-party/transactions framework: Audit Committee must pre-approve and review related-person transactions; chair may temporarily approve subject to ratification; directors cannot approve transactions where they are related persons .
Shareholder ownership context: Bitfury-affiliated entities held 98,747,588 shares (26.61%) as of April 8, 2025; BlackRock held 18,626,446 (5.02%). As of September 12, 2025, Bitfury affiliated holdings were 86,042,259 (21.88%), alongside BlackRock and Vanguard >5% stakes—implications for governance and control dynamics .
Voting outcomes (June 3, 2025 AGM): Directors elected; auditor ratified; say‑on‑pay approved; annual frequency selected—quorum ~71.38% .