Peter Mintzberg

About Peter Mintzberg

Peter Mintzberg is Chief Executive Officer of Grayscale and the Principal Executive Officer signing ETHE’s SEC certifications; he assumed the CEO role effective August 15, 2024 and is currently CEO as of the Q3 2025 Form 10‑Q filing . He previously served as Global Head of Strategy for Goldman Sachs Asset & Wealth Management, and held senior roles in strategy, M&A, and investor relations at BlackRock, OppenheimerFunds, and Invesco; he began his career at McKinsey in New York, San Francisco, and São Paulo . Mintzberg holds an engineering degree from Universidade Federal do Rio de Janeiro and an MBA from Harvard University . He also sits on the board of Grayscale Investments following an October 2025 internal reorganization that placed Grayscale Investments as the sole managing member of the Sponsor .

Past Roles

External Roles

Fixed Compensation

No ETHE filing discloses Peter Mintzberg’s base salary, target/actual bonus, or fixed cash compensation. Item 5.02 appointment is disclosed without comp terms . The trust structure pays a Sponsor’s Fee (2.5% of NAV Fee Basis Amount, accrued daily, payable in Ether to the Sponsor), which is firm-level revenue rather than disclosed individual pay .

Performance Compensation

No ETHE filing discloses individual equity awards, options, PSUs/RSUs, performance weights, targets, or payout formulas for Peter Mintzberg. However, the Sponsor secured authority for a firm‑level “Sponsor’s Staking Fee” payable daily in arrears as a per‑annum percentage of staking consideration earned by the Trust, which can be adjusted at the Sponsor’s sole discretion; this reduces net staking rewards to shareholders and introduces incentive and conflict-of-interest risks at the sponsor level .

Equity Ownership & Alignment

• ETHE reported that, to the Sponsor’s knowledge, no person holds more than 5% of outstanding shares; individual holdings of Peter Mintzberg are not disclosed .
• Directors and executive officers are generally permitted to invest personal capital in Grayscale products on terms comparable to other investors; specific holdings/pledging for Peter Mintzberg are not disclosed .
• Trust assets cannot be loaned or pledged; the Sponsor and Custodian are prohibited from lending, pledging, hypothecating, or rehypothecating Trust Ether, which remains fiduciary property of the Trust .

Employment Terms

• Appointment effective August 15, 2024 as Grayscale CEO and ETHE Principal Executive Officer; interim PEO duties were covered by CFO Edward McGee prior to Mintzberg’s start .
• As of Q3 2025, Mintzberg signs ETHE’s Sarbanes‑Oxley certifications as CEO (PEO) of the Sponsor , and is a director of Grayscale Investments following the October 2025 reorganization .
• Employment contract terms (non‑compete, severance, change‑of‑control, garden leave, consulting) are not disclosed in ETHE filings .

Compensation Structure Analysis

• Sponsor’s Fee: 2.5% of NAV Fee Basis Amount, accrued daily and paid in Ether to the Sponsor; directly reduces Ether per share over time, creating steady revenue for the Sponsor regardless of short-term performance .
• Sponsor’s Staking Fee (new): Allows the Sponsor to collect a per‑annum percentage of staking consideration earned, payable daily in arrears and subtracted from NAV; the percentage is at the Sponsor’s sole discretion and may be waived temporarily . This introduces conflicts where management could be incentivized to increase staked proportion and fees, even at potential cost to liquidity or shareholder rewards .
• Governance shift: Amendments allow the Sponsor to restate/amend the Trust Agreement without shareholder consent (subject to a 20‑day notice for materially adverse changes), and to make certain tax‑classification‑sensitive amendments based on counsel opinion; this reduces shareholder protection and enhances Sponsor discretion over economics and operations .

Performance & Track Record

• Strategic initiatives under Mintzberg: Grayscale announced the first U.S. spot crypto ETPs to enable staking (ETHE and ETH), with passive staking via institutional custodians and validator providers; Mintzberg highlighted first‑mover innovation and investor value potential .
• Execution risks in staking program acknowledged in proxy: slashing/penalties/inactivity leak risks; liquidity mismatches during unstaking; dependency on third‑party providers; regulatory and tax uncertainty for grantor trust status and UBTI/withholding considerations .
• Management and board evolution: Reconstituted board (Barry Silbert as Chair, Mintzberg as director), expanded senior team reporting to Mintzberg (COO, CMO, CCO, CHRO), aligning traditional finance expertise with crypto product scaling .

Risk Indicators & Red Flags

• Conflicts of interest in Sponsor’s Staking Fee; potential reduction or elimination of shareholder staking rewards at Sponsor’s discretion .
• Governance amendments reduce shareholder consent requirements; risk of amendments that could affect tax treatment, with only notice required for materially adverse changes .
• Staking risks (slashing, penalties, inactivity leak), liquidity sleeve management, and financing arrangements to meet redemptions; execution missteps could impact NAV tracking and discounts/premiums .
• Structural risk: any suspension of creations/redemptions may cause premiums/discounts; Sponsor may cap cash creations; notice expected via 8‑K .

Say‑on‑Pay & Shareholder Feedback

ETHE’s consent solicitation applied deemed consent rules for proposals (non‑response counted as “FOR” after 20 days), requiring over 50% outstanding shares for adoption; no say‑on‑pay disclosures exist for executive compensation at Sponsor level .

Expertise & Qualifications

• Engineering degree (UFRJ) and MBA (Harvard); recognized as Latino leader in Finance and David Rockefeller Fellow, indicating strong strategic/industry credentials .
• Deep experience across strategy/M&A/IR in leading asset managers and top-tier consulting .

Investment Implications

• Incentive alignment: Firm‑level fees (Sponsor’s Fee and Staking Fee) provide recurring revenue to the Sponsor; Mintzberg’s leadership may prioritize scaling staking programs and product breadth. Investors should monitor disclosures of the Staking Fee rate, any waivers, and liquidity management policies, as these directly affect net staking rewards and NAV tracking .
• Governance and control: The Sponsor’s expanded amendment authority and notice‑only requirement for adverse changes increase operational agility but weaken shareholder oversight—heightening governance risk premiums and potential structural discounts if market confidence is impaired .
• Operational execution: First‑mover staking is a competitive advantage; however, validator performance, slashing insurance, redemption liquidity sleeves, and financing arrangements are critical operational levers influencing tracking error, premiums/discounts, and potential flow volatility .
• Regulatory/tax uncertainty: Grantor trust status amid staking and cash‑order creations/redemptions introduces tax risk (e.g., UBTI for tax‑exempt holders, 30% withholding for non‑U.S. holders on U.S.‑source staking income); adverse outcomes could increase costs or force structural changes .