Mark Shifke

About Mark Shifke

Mark Shifke, 65, is Chief Financial Officer of Digital Currency Group (DCG) and has served on the board overseeing the Sponsor of Grayscale Ethereum Trust ETF (ETHE) since January 2024, initially as Chairman and, since August 4, 2025, as a Director after Barry Silbert was appointed Chairman . He has nearly four decades of financial and fintech experience, including more than eight years as CFO of two publicly traded companies (Billtrust and Green Dot), with prior leadership roles at JPMorgan Chase, Goldman Sachs, KPMG, and as a partner at Davis Polk; he holds a B.A./J.D. from Tulane and an LL.M. in Taxation from NYU .

Past Roles

External Roles

Board Governance

• Structure: ETHE is a Delaware statutory trust with no directors, officers, or employees; all management functions are delegated to the Sponsor (Grayscale Investments Sponsors, LLC). Governance affecting ETHE is executed by the Sponsor and, following the Oct 22, 2025 reorganization, by the Grayscale Investments Board (which now manages and directs the affairs of the Sponsor) .
• Board composition and roles:
  • Jan 2024–Aug 4, 2025: Shifke served as Chairman of the Sponsor’s Board; on Aug 4, 2025, Barry Silbert was appointed Chairman and Shifke remained a Director .
  • Oct 14, 2025: Matthew Kummell stepped down; Simon Koster appointed Director of GSOIH .
  • Oct 22–24, 2025: Sponsor reorganization; Board at Grayscale Investments (Chair: Barry Silbert; Directors: Mark Shifke, Simon Koster, Peter Mintzberg, Edward McGee) assumed responsibility for the Sponsor .
• Committees: The Sponsor has an Audit Committee (members: Edward McGee, CFO of Sponsor; Hugh Ross, COO of Sponsor). Shifke is not listed as a member; there is no disclosure of compensation or nominating committees .
• Independence: Shifke serves as CFO of DCG, the parent of Grayscale entities, indicating he is not independent relative to the Sponsor/ETHE governance structure. Grayscale disclosed it was considering expanding the Board to include independent directors, underscoring current independence limitations .
• Attendance and engagement: Not disclosed in ETHE filings.
• Shareholder rights context: The September 2, 2025 consent solicitation proposed allowing the Sponsor to amend the Trust Agreement with notice rather than shareholder consent for certain changes, with a 20-day notice period for materially adverse amendments—implications for investor rights and board oversight of Sponsor discretion .

Fixed Compensation

• Director cash retainers, committee fees, meeting fees: Not disclosed in ETHE filings; ETHE has no directors, and Sponsor-level director compensation is not provided in the 10-K, DEF 14A, or 8-Ks reviewed .

Performance Compensation

• Equity awards (RSUs/PSUs/options), performance metrics, vesting schedules: Not disclosed in ETHE filings for Sponsor directors, including Shifke .

Other Directorships & Interlocks

Expertise & Qualifications

• Nearly four decades in finance/fintech, with 8+ years as CFO of two public companies (Billtrust, Green Dot) .
• Deep M&A structuring/advisory and tax asset investment experience (JPMorgan, Goldman Sachs) .
• Structured finance leadership (KPMG) and legal/tax expertise (Davis Polk partner) .
• Education: Tulane University (B.A./J.D.); NYU School of Law (LL.M. in Taxation) .

Equity Ownership

• ETHE trust-level beneficial ownership by directors is not disclosed; ETHE has no directors and Sponsor-level holdings are not reported in the filings reviewed .
• Policy context: Grayscale disclosed that directors and executive officers are generally permitted to invest their own capital (or estate-planning vehicles of immediate family) in Grayscale products on substantially the same terms as similarly situated investors, indicating personal exposure is allowed but not itemized by individual .

Governance Assessment

• Board effectiveness and oversight: Governance is executed through the Sponsor and, post-reorganization, through the Grayscale Investments Board that directs the Sponsor’s affairs; Shifke’s transition from Chairman to Director and the addition of DCG executives (Silbert as Chair; Koster as Director) consolidate decision-making within DCG’s leadership orbit, which may streamline coordination but raises independence concerns .
• Committee composition: Audit Committee comprised of Sponsor executives (CFO and COO) without disclosed independent members—this is atypical for public-company standards and may weaken independent financial oversight .
• Investor rights signal: The 2025 consent solicitation proposed expanding Sponsor discretion to amend the Trust Agreement with notice in lieu of shareholder consent for certain changes, potentially diluting shareholder control and warranting close monitoring of how Sponsor discretion is applied (e.g., staking program governance) .
• Potential conflicts and related-party exposure:
  • DCG Interlocks: Shifke (DCG CFO) and Silbert (DCG Founder/CEO, Board Chair) sit on the Board overseeing the Sponsor; Koster (DCG CSO) added as Director—material related-party and control dynamics across DCG and Grayscale .
  • Investments by insiders: Grayscale allows directors/executives to invest in Grayscale products—aligned with industry practice but could create perceived conflicts if product decisions affect insider holdings; no individual-level disclosure available .
• Independence status: Based on DCG roles, Shifke should be treated as non-independent; Grayscale publicly noted consideration of adding independent directors, acknowledging current governance limitations .

RED FLAGS

• Lack of independent Audit Committee membership (members are Sponsor executives) .
• Concentration of board leadership among DCG executives (Chair and multiple directors are DCG leadership), heightening related-party influence and reducing independence .
• Sponsor discretion proposal to amend Trust Agreement with notice (reduced shareholder consent requirements), potentially diluting investor protections .

Monitoring Items

• Any future disclosures adding independent directors and reconstituting committees (Audit; potential Compensation/Nominating) .
• Clarifications on director compensation and ownership for Sponsor board members, including Shifke, to assess pay-for-performance and alignment—currently not disclosed in ETHE filings .
• Implementation details of staking and other Sponsor-led amendments under the revised Trust Agreement process and impact on ETHE holders .