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Mark Shifke

Chairman of the Board (Sponsor) at Grayscale Stellar Lumens Trust (XLM)
Board

About Mark Shifke

Mark Shifke (age 66) is Chief Financial Officer of Digital Currency Group (DCG) and has served as a director on the board overseeing Grayscale Investments Sponsors, LLC (the “Sponsor”) since January 2024. He is a career finance executive with prior CFO roles at two publicly-traded companies (Billtrust and Green Dot), and earlier leadership in M&A and structured finance at JPMorgan and Goldman Sachs; he began his career as a partner at Davis Polk. Education: Tulane University (B.A./J.D.) and NYU School of Law (LL.M. in Taxation) .

Past Roles

OrganizationRoleTenureCommittees/Impact
DCGChief Financial OfficerCurrentSenior oversight across portfolio companies, finance and risk .
BilltrustChief Financial OfficerPrior to DCGPublic company CFO experience as disclosed .
Green Dot (NYSE: GDOT)Chief Financial OfficerPrior to DCGPublic company CFO experience as disclosed .
JPMorgan ChaseLeadership in M&A Structuring & AdvisoryPriorStructured finance leadership .
Goldman SachsLeadership in Tax Asset InvestmentsPriorStructured transactions expertise .
KPMGHead, International Structured Finance GroupPriorCross-border structuring .
Davis PolkPartnerEarly careerLegal training and capital markets exposure .

External Roles

OrganizationRoleTenureNotes
Grayscale Investments (post 10/22/2025 reorg)Director (Board member)Since 10/22/2025 (previously at GSOIH)Board manages and directs the Sponsor’s affairs; Barry Silbert Chair .
GSO Intermediate Holdings Corporation (pre-10/22/2025)Director; former ChairChair stepped down 08/04/2025; remained DirectorChair transitioned to Barry Silbert; consideration to add independent directors .
Dock Ltd.DirectorSince Mar 2021Full-stack payments and digital banking platform .
LunoDirectorSince Sep 2023Cryptocurrency platform (DCG affiliate) .

Board Governance

  • The GXLM Trust has no directors, officers, or employees; governance is exercised through the Sponsor’s board and committees. The Sponsor maintains an Audit Committee to oversee financial reporting risks and controls .
  • Independence: Shifke is CFO of DCG, the sole member and indirect parent of the Sponsor; therefore he is affiliated and not independent relative to the Sponsor that manages GXLM .
  • Sponsor Board changes: On 08/04/2025, Shifke stepped down as Chair and remained Director; Barry Silbert became Chair. Grayscale considered expanding the Board to include independent directors .
  • Consent solicitation proposals affecting governance were approved via deemed consent; Proposal 4 allows the Sponsor to amend the Trust Agreement without shareholder votes, subject to a 20-day notice for materially adverse changes, and to make certain tax-related amendments with a tax opinion .

Shareholder Votes on Proposals (October 2025)

ProposalForAgainstAbstain
Proposal 3 (Omnibus accounts for creation/redemption)76,69632,037210
Proposal 4 (Sponsor amendment authority with notice/tax conditions)48,87256,3523,719
  • Aggregate deemed consent: 95.94%–97.74% of outstanding shares (across Proposals 1–4), due to non-responses being counted as “FOR” under the Trust Agreement .

Fixed Compensation

  • No director compensation is disclosed for GXLM (the Trust has no directors). Sponsor-level director compensation details are not provided in Trust filings .

Performance Compensation

  • No performance-based director compensation disclosed in Trust filings .

Other Directorships & Interlocks

EntityRelationshipPotential Interlock/Conflict Vector
DCGParent of Sponsor (sole member), Shifke is CFOStructural control over Sponsor managing GXLM .
Coinbase, Inc.DCG minority interest (<1%); also parent of GXLM’s CustodianAffiliation with a trading venue in the Index and with the Custodian .
KrakenDCG minority interest (<1%)Affiliation with a trading venue in the Index .
Luno, Foundry, Fortitude, YumaDCG subsidiaries/affiliates; boards include DCG executivesEcosystem ties may influence market and operational decisions .

Expertise & Qualifications

  • Deep finance and fintech CFO experience across public companies; structured finance, tax, and M&A expertise from bulge-bracket banks and KPMG; legal training as former partner at Davis Polk; current DCG CFO role supports complex crypto-asset governance and risk oversight .

Equity Ownership

HolderGXLM Shares Beneficially Owned% of Outstanding Shares
Digital Currency Group, Inc. (and subsidiaries)65,7534.83%
Mark Shifke<1%<1% (specific count not disclosed)
  • As of the FY2024 10-K, no person was known to own more than 5% other than DCG’s consolidated 4.83%; DCG’s Board had approved up to $200M of purchases across Grayscale products, though no GXLM purchases occurred through 11/18/2024 .

Governance Assessment

  • Governance structure: GXLM’s governance is concentrated at the Sponsor level, with the Trust lacking its own board. Shifke’s role as DCG CFO and Sponsor director indicates he is not independent, elevating related-party influence across operations, fees, and service provider selection .
  • RED FLAG—Amendment authority: Proposal 4 enables the Sponsor to restate/amend the Trust Agreement without shareholder consent, only providing 20 days’ notice for materially adverse changes, and permits certain tax-related amendments based on counsel’s opinion—raising disenfranchisement risk and reducing shareholder protections .
  • Operational changes: Proposal 2 shifts Sponsor’s Fee to be payable daily in arrears (still accrues daily at 2.5% of NAV Fee Basis Amount), increasing payment frequency; Proposal 3 permits omnibus accounts at the Custodian/Prime Broker, introducing commingling exposure and unsecured creditor risk if the Prime Broker becomes insolvent .
  • Conflicts of interest: DCG’s multi-entity affiliations—parent of Sponsor, minority stakes in Coinbase and Kraken (Index constituents and Custodian’s parent), and control over the sole Authorized Participant (Grayscale Securities)—create non–arm’s-length dynamics and potential misalignment with public shareholders. The Trust’s filings explicitly flag these conflicts and lack of fiduciary duties beyond the Trust Agreement .
  • Engagement signals: The August 2025 change in chairmanship from Shifke to Barry Silbert and the disclosed intent to consider adding independent directors are positive directionally but do not mitigate structural control by DCG or the Sponsor over GXLM .

Overall implication: Investors should view GXLM governance through the lens of Sponsor/DCG control, limited shareholder rights, fee extraction mechanics, and related-party affiliations across critical infrastructure (custody, index venues). Shifke’s expertise is additive to finance oversight, but his DCG executive role positions him as affiliated rather than independent, reinforcing the need for heightened scrutiny of amendments, fee practices, and service-provider selection .