Diana Zhang

About Diana Zhang

Diana Zhang is Chief Operating Officer (COO) of Grayscale Operating, LLC (parent entity to the Trust’s Sponsor), effective May 6, 2025, after more than a decade in executive roles at Bridgewater Associates (Deputy to the co-CEO; COO of Investment Research) and most recently as COO of BlockTower Capital; she also co-founded the nonprofit NeighborShare . The ETH Trust itself has no directors, officers, or employees—management functions are conducted by the Sponsor—so executive compensation disclosure for Trust officers is not applicable in ETH filings; age and education are not disclosed in ETH documents . Zhang is listed as a primary operational contact in the Coinbase Prime Broker Agreement for the Sponsor, underscoring her remit over core execution infrastructure; under her tenure, the Trust commenced staking its Ether on October 6, 2025 pursuant to arrangements with the Custodian and third-party staking providers .

Past Roles

External Roles

Fixed Compensation

• Executive compensation: Not applicable in ETH filings; the Trust has no directors, officers, or employees, and executive compensation disclosure is “Not applicable” in the 10-K .
• Equity compensation plans: Not applicable; no securities authorized under equity compensation plans are disclosed for the Trust .
• Clawback policy: The Trust adopted a Recovery of Erroneously Awarded Compensation policy to comply with Exchange Act Section 10D and NYSE Arca Rule 5.3-E(p); however, the Trust does not issue incentive-based compensation and does not intend to do so. The policy is administered by the applicable board and prohibits indemnification against recovery of erroneously awarded compensation .
• Employment agreement/comp terms for Zhang: Not disclosed in the appointment 8-K or other ETH filings reviewed .

Performance Compensation

• No performance-based compensation metrics, targets, payouts, or vesting schedules for Zhang are disclosed in ETH filings; the Trust itself states it does not issue incentive-based compensation and does not intend to do so .

Equity Ownership & Alignment

• Beneficial ownership concentration: To the knowledge of the Sponsor, no person owns more than 5% of Trust Shares as of the referenced proxy date . In the 10-K’s Item 12 table (as of Feb. 24, 2025), each named director and executive officer of the Sponsor individually beneficially owned less than 1% of Shares; Ms. Zhang’s specific ownership was not listed (she was appointed after the 10-K record date) .
• Equity compensation: No RSUs/PSUs/options are disclosed for the Trust; equity compensation plans are “Not applicable” .
• Pledging/hedging: No pledging or hedging policy specific to executives is disclosed in ETH filings.
• Incentive alignment via fee model: The Sponsor earns a Sponsor’s Fee from the Trust and, if authorized, may collect a Sponsor’s Staking Fee as a per‑annum percentage of staking consideration earned; the Staking Fee percentage is set at the Sponsor’s discretion (and disclosed from time to time), and reduces net staking rewards to shareholders—creating potential conflicts if the Sponsor maximizes the fee or staked proportion of Ether . The Trust began staking on October 6, 2025 under arrangements with the Custodian and third-party staking providers .

Employment Terms

• Start date and role: Appointed COO effective May 6, 2025, succeeding the prior COO (with a transition through May 31, 2025) .
• Contract term, severance, and change-of-control provisions: Not disclosed in ETH filings .
• Non-compete / non-solicit / garden leave / post-termination consulting: Not disclosed in ETH filings .

Performance & Track Record

• Experience: 18+ years in asset management leadership; roles included Deputy to the co-CEO and COO of Investment Research at Bridgewater; COO at BlockTower Capital; co-founder of NeighborShare .
• Operational remit: Listed as the Sponsor’s contact for Coinbase Prime Broker Agreement; responsibilities encompass core operational frameworks underpinning custody/prime brokerage and execution flows .
• Trust operating milestone under tenure: ETH Trust commenced staking on October 6, 2025 with the Custodian and third-party providers .

Risk Indicators & Red Flags

• Conflicts of interest: The Sponsor’s Staking Fee is at Sponsor discretion and directly reduces shareholder staking rewards; proposals contemplate no percentage cap (earlier draft notes) and highlight potential conflicts to maximize fee income and staking proportion, potentially straining liquidity for redemptions during exit queues .
• Shareholder protections: Proposal 3 enables the Sponsor to amend the Trust Agreement without shareholder consent (subject to a 20‑day notice if materially adverse), raising disenfranchisement risks; certain tax-related amendments would be permitted with a legal opinion .
• Staking operational risks: Slashing, penalties, inactivity leaks, and withdrawal queues can impair assets and redemption timelines; staking arrangements rely on third-party providers’ performance and regulatory clarity .
• Clawback compliance: The Trust has a formal clawback policy aligned to 10D-1; while incentive pay is not intended, the policy would apply if such compensation were awarded and a restatement triggered recovery .

Investment Implications

• Transparency limits: ETH filings provide no direct disclosure of Ms. Zhang’s compensation, severance, equity awards, or ownership—typical for a grantor trust ETF structure where the Trust has no officers and executive pay sits at the private Sponsor; this constrains traditional pay-for-performance and alignment analysis .
• Incentive structure is fee-based at Sponsor: Revenue linkage (Sponsor’s Fee and potential Staking Fee) creates incentives around AUM growth, staking adoption, and fee take rates; investors should monitor subsequent filings for the Sponsor’s chosen Staking Fee percentage and any changes to fee economics .
• Execution focus under Zhang: As COO and named operational contact on core agreements, Zhang’s execution on staking, custody/prime brokerage, and creation/redemption workflows is a central lever for tracking error, liquidity, and risk management as the Trust stakes assets and scales .
• Governance/watch items: The amendment regime (Proposal 3) and staking rollout increase the importance of Sponsor governance and disclosure; watch for updates on fee rates, liquidity sleeve practices, financing arrangements to meet redemptions, and any tax opinions enabling staking while maintaining grantor trust status .