Edward McGee
About Edward McGee
Edward McGee serves as Chief Financial Officer (Principal Financial and Accounting Officer) of Grayscale Investments Sponsors, LLC, the Sponsor of Grayscale Ethereum Trust ETF (ETHE); he is the certifying financial officer on ETHE’s Q3 2025 10‑Q and SOX certifications . Following an October 22, 2025 reorganization, McGee joined the Board of Directors of Grayscale Investments, which now manages and directs the Sponsor’s affairs . Education and prior roles disclosed externally indicate a Master of Accountancy (Financial Accounting) from Rutgers Business School and a B.S. in Accounting from University of Tampa, with prior finance roles at Goldman Sachs (Accounting Policy) and EY (Financial Services Office) . ETHE-specific TSR/revenue/EBITDA metrics are not disclosed; ETHE’s trust financials reflect Ether holdings and flows rather than corporate P&L .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Accounting Policy | 2014–2019 | Not disclosed |
| EY (Ernst & Young) | Financial Services Office | 2011–2014 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grayscale Investments, Inc. | Director (Board member) | 2025–present | Board now manages Sponsor; Silbert Chair; Mintzberg and McGee retain officer authority |
| Grayscale Decentralized AI Fund LLC | Executive Officer; signer of Form D/A | 2025 | Filed Form D/A listing McGee as CFO/Executive Officer |
Fixed Compensation
| Component | Detail | Effective Date | Source |
|---|---|---|---|
| Base Salary | Not less than $500,000 per year; subject to annual discretionary adjustment | Oct 22, 2025 |
Performance Compensation
| Metric | Weighting | Target | Payout Timing | Vesting | Source |
|---|---|---|---|---|---|
| Annual Bonus (cash) | Discretionary, performance criteria set by company | Up to 150% of Base Salary | Paid no later than March 15 of following year; contingent on continued employment through payment date | N/A |
Equity award specifics (RSUs/PSUs/options) are referenced generally in the employment agreement but grant sizes, strike prices, and vesting terms are not disclosed in accessible excerpts; no ETHE proxy data enumerates McGee’s equity awards. Skip due to non-disclosure .
Equity Ownership & Alignment
- ETHE states, “To the knowledge of the Sponsor, no person owns more than 5% of the outstanding Shares”; individual executive beneficial ownership is not enumerated in the DEF 14A .
- No pledging/hedging, stock ownership guidelines, or compliance status for McGee are disclosed in ETHE filings; skip due to non-disclosure .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment type | At‑will; CFO of Grayscale Operating, LLC (Sponsor’s parent), reporting to CEO | |
| Primary location | Stamford, CT; business travel as needed | |
| Good Reason triggers | Material reduction in authority/duties (with carve‑out for IPO‑related changes), relocation >50 miles, and certain other specified changes with notice/cure provisions | |
| Severance framework | If terminated without Cause or resigns for Good Reason, eligible for severance; enhanced “Qualifying CIC Termination” benefits if within 24 months post‑Change in Control; amounts include “Cash Severance” and benefits subject to release and compliance; 409A six‑month delay applies if specified employee | |
| Arbitration & law | CT governing law; binding arbitration in NYC under AAA rules; tax withholding rights reserved | |
| Officer/board service | May serve as executive officer/board member of other Company Group entities without additional compensation |
Performance & Track Record
- CFO responsibilities: McGee signs ETHE’s 10‑Q (Q3 2025) and SOX 302/906 certifications as Principal Financial and Accounting Officer of the Sponsor, attesting to fair presentation and control effectiveness .
- Strategic developments under Sponsor oversight during his tenure include (a) consent solicitation to enable Ether staking and a Sponsor’s Staking Fee; McGee authored the shareholder letter and consent materials recommending “FOR” votes , and (b) commencement of staking Ether on Oct 6, 2025 (disclosed in subsequent events) .
- McGee signed multiple ETHE 8‑Ks covering governance changes, staking addendum, fund administration agreements, and other events, evidencing active execution roles as CFO .
Compensation Structure Analysis
- High variable pay potential: Target annual bonus up to 150% of base salary indicates substantial at‑risk cash compensation linked to performance criteria set at the company’s discretion .
- Discretionary metrics: The employment agreement references performance criteria/goals set “in the Company’s sole discretion,” with no fixed metric weights disclosed (e.g., TSR, revenue, EBITDA), implying significant discretion in cash bonus outcomes .
- CIC protection: Enhanced severance framework upon a Qualifying CIC Termination provides retention/transition economics; exact multiples are not disclosed in accessible excerpts, but inclusion of “Cash Severance” and 409A timing protections suggests market-standard CIC coverage .
Related Party & Governance Considerations
- Sponsor fee changes: Proposal 2 entitles the Sponsor to a new “Sponsor’s Staking Fee” payable daily as a percentage of staking consideration, at the Sponsor’s sole discretion; DEF 14A explicitly notes potential conflicts of interest as the fee reduces net staking rewards to shareholders .
- Amendment process: Proposal 3 allows Sponsor‑initiated Trust Agreement amendments without shareholder consent, with only 20‑day notice for materially adverse changes, raising shareholder disenfranchisement concerns highlighted in DEF 14A .
- Staking risk management: DEF 14A details slashing/penalty risks, liquidity constraints from staking activation/exit, and uncertain tax/regulatory outcomes; the Trust began staking on Oct 6, 2025 under arrangements disclosed in an 8‑K .
Investment Implications
- Pay-for-performance alignment: A 150% target bonus alongside at‑will employment and Good Reason protections can align CFO incentives to near‑term execution, but absence of disclosed quantitative bonus metrics introduces discretion risk for payouts .
- Retention/transition economics: CIC‑linked severance and 409A protections reduce retention risk around corporate actions, supporting continuity through restructuring (e.g., Sponsor/Board reorganization) .
- Governance/fees overhang: The Sponsor’s ability to set a discretionary staking fee and to amend the Trust Agreement with limited shareholder rights introduces governance and fee‑drag risks that could affect ETHE economics; McGee’s CFO role in recommending/implementing these proposals ties executive execution to outcomes that may reduce net staking rewards to shareholders .