Michael Broukhim
About Michael Broukhim
Michael Broukhim (age 40) is an independent director of Gryphon Digital Mining (now American Bitcoin Corp. post-merger) and serves as Audit Committee Chair. He was appointed to the Board at the merger closing on September 3, 2025; the Board determined he is independent and designated him an “audit committee financial expert.” He holds a BA from Harvard University and a JD from Stanford Law School, is Co-Founder & Co-CEO of FabFitFun, and Partner at Green Meadow Ventures, and has served as an Adjunct Professor at USC since 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FabFitFun, Inc. | Co-Founder & Co-CEO | Jun 2010–present | Scaled consumer subscription platform; operational leadership |
| Green Meadow Ventures | Partner | Apr 2020–present | Early-stage investing; governance perspective |
| University of Southern California | Adjunct Professor | Aug 2014–present | Academic engagement; mentorship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Bitcoin Corp. (ABTC, f/k/a GRYP) | Director | Sep 2025–present | Appointed at merger closing; Board includes Mike Ho, Asher Genoot, Justin Mateen, Michael Broukhim |
Board Governance
- Committee assignments: Audit Committee member and Chair; audit committee comprised of Broukhim (Chair), Mateen, Busch .
- Independence: Board determined all Audit Committee members, including Broukhim, are independent under Sarbanes-Oxley, Rule 10A-3, and Nasdaq rules; Broukhim qualifies as an audit committee financial expert and possesses financial sophistication .
- Classification: Appointed as a Class II director at closing .
- Structure context: Prior to the merger, Gryphon’s stockholders rejected declassification of the Board (Proposal 3 did not pass), indicating continued staggered terms at that time .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $35,000 | GRYP director compensation policy effective June 14, 2024 (pre-merger) |
| Committee member fee | $10,000 | Per committee serviced (non-chair) |
| Committee chair fee | $12,500 | Additional for chair responsibilities |
Disclosure of ABTC’s post-merger director compensation policy was not included in the cited filings; figures above reflect GRYP’s most recent disclosed policy.
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Not disclosed for Broukhim | — | — | — | — | — |
Other Directorships & Interlocks
| Entity | Nature of Interlock/Relationship | Governance/Conflict Consideration |
|---|---|---|
| Hut 8 Corp. (HUT) | ABTC’s Board includes Hut 8 executives (Ho, Genoot); Hut 8 is ABTC’s exclusive infrastructure and operations partner via long-term agreements | Shared directorships with a key supplier heighten related-party and independence scrutiny for audit oversight |
Expertise & Qualifications
- Audit committee financial expert; independent under Nasdaq listing standards .
- Founder-operator background (FabFitFun) and growth-stage investing experience (Green Meadow Ventures) .
- Legal training (JD, Stanford) and academic credentials (Adjunct at USC) .
Equity Ownership
| Metric | Amount | Ownership Form | Notes |
|---|---|---|---|
| Class A Common Stock beneficially owned | 116,721 | Indirect | Held via AM-0507 Fund I, a series of Green Meadow Ventures, LP; Broukhim holds an indirect LP interest and may be deemed to have a pecuniary interest; he disclaims beneficial ownership except to the extent of his pecuniary interest |
| Issuance at closing to AM-0507 Fund I | 721,350 | Indirect to fund | Shares issued as merger consideration; reflects fund-level holding, not necessarily Broukhim’s pecuniary interest |
Insider Filings
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Sep 12, 2025 | Reports 116,721 Class A shares beneficially owned indirectly via AM-0507 Fund I; includes Limited Power of Attorney for Section 16 filings |
Governance Assessment
-
Strengths:
- Independence and audit leadership: As Audit Chair and designated financial expert, Broukhim enhances oversight credibility over financial reporting and related-party matters .
- Diverse operator-investor skill set: Founder experience and venture investing background support strategic and risk oversight .
-
Watch items / potential red flags:
- Interlocks with key supplier: ABTC’s Board includes Hut 8 leadership while Hut 8 is ABTC’s exclusive operations and colocation partner; audit committee must enforce robust related-party policies and recusal practices to mitigate conflicts .
- Ownership via investment fund: Indirect holding through AM-0507 Fund I necessitates clarity on pecuniary interest and any fund-related transactions with the company .
- Board structure history: Stockholders previously failed to approve declassification at GRYP’s May 2025 Special Meeting, which can entrench boards; post-merger governance should be monitored for responsiveness to shareholder preferences .
No disclosures found on director-specific attendance, meeting fees, RSU/option grants, stock ownership guidelines, pledging/hedging policies, or say-on-pay outcomes tied to Broukhim; continue monitoring future ABTC proxy materials for updates.