Jonathan V. Gould
Comptroller of the Currency
Office of the Comptroller of the Currency
400 7th St., SW
Washington, DC 20219
Via electronic mail: LicensingPublicComments@occ.treas.gov
RE: Comment Letter in Opposition to Zerohash’s National Trust Bank Charter Application [2026-Charter-347313]
Dear Comptroller Gould,
The National Community Reinvestment Coalition (NCRC) opposes the national trust bank application by Zerohash US, LLC (ZHUS), which is wholly owned by Zerohash Holdings, Ltd (collectively, Zerohash). ZHUS seeks to organize Zerohash National Trust Bank (ZNTB) as a national trust bank.[1] NCRC is concerned that Zerohash’s application does not demonstrate that Zerohash meets the OCC’s requirement that national banks have “competent management, including a board of directors, with the ability and experience relevant to the types of services to be provided.”[2] In light of some of the allegations regarding Zerohash in public court filings, as well as, indications that other regulators may have relevant information, NCRC urges the OCC to not approve ZNTB as a national trust bank and instead conduct additional fact-finding.[3]
NCRC is a coalition of more than 700 community-based organizations fighting for a just economy. For nearly 30 years, we have worked to create opportunities for people and communities to build and maintain wealth. NCRC members include community reinvestment organizations, community development corporations, local and state government agencies, faith-based institutions, fair housing and civil rights groups, minority and women-owned business associations, and housing counselors from across the nation.
Zerohash originally submitted national trust bank charter application in March of this year. The OCC returned the application to Zerohash without action in July and in August Zerohash resubmitted it.[4] Specifically, in its August Application, it states it is seeking the charter to engage in digital asset services, including custodial services over digital and traditional assets, certain digital trade services, custodial staking and validation activities, and fiduciary settlement, clearing and escrow services.[5] It does not list stablecoin management and transfer agent services as activities it plans to engage in, although its March 2026 application listed them as intended activities.[6]
As noted above, among other things, in determining whether to grant a national trust bank charter, the OCC must evaluate the competency of the proposed entity’s management, including its proposed Board of Directors. Starting with the proposed Board for the ZNTB, we note that several of the proposed Board Members will serve dual roles not only with ZNTB but with the proposed bank’s parent, Zerohash. For example, the August Application indicates that Stephen Gardner will serve on the ZNTB Board of Directors and serve as its Chief Executive Officer.[7] Yet, Mr. Gardner will contemporaneously serve the parent as its Co-President and Chief Legal Officer.[8] Likewise, the August Application anticipates that Adam Berg will serve on ZNTB’s Board of Directors and as its Chief Financial Officer while also serving as Co-President and Chief Financial Officer at Zerohash.[9] NCRC urges the OCC to determine whether the individuals identified with multiple roles can fulfill their fiduciary duties to ZNTB.
This review would be especially important here, where Zerohash “will be the source of financial strength to the NTB”[10] and the activities of the entities likely will be significantly interconnected. Although the true degree of interconnectedness cannot readily be determined from the public portions of the application, it appears that the parent will build and operate block-chain infrastructure for businesses while ZNTB would provide additional digital asset services to those businesses and individuals that use Zerohash’s services. Because banks providing custodial and fiduciary duties must be held to the highest standards, the OCC should evaluate the likelihood and impact of potential divided loyalties and competing reporting structures.
These issues are exacerbated by Zerohash’s August Application noting that a couple of the officer positions are vacant – it notes that “[p]rior to beginning operations, ZNTB anticipates filling the President/Chief Operating Officer and Chief Trust Officer roles[.]”[11] Under 12 CFR § 5.20(g)(2) “[t]he initial board of directors must select competent senior executive officers before the OCC grants final approval.”[12] Notably, the Chief Trust Officer position is currently posted on Linkedin as being: “the bank’s senior-most fiduciary executive, responsible for, trust administration, fiduciary controls, and organizational performance.”[13] For a national trust-chartered bank, the Chief Trust Officer is potentially the most important position. Yet, the Chief Operating Officer is also crucially important to ensure that ZNTB has the requisite operations and governing structure. According to the Linkedin posting the “COO will be the bank’s senior-most operational executive, responsible for all aspects of bank operations, trust administration, fiduciary controls, and organizational performance.”[14] We urge the OCC to refrain from evaluating this aspect of the application unless and until ZNTB fills those crucial officer positions.
Finally, we note that a California state court case filed by Zerohash’s former Chief Compliance Officer against Zerohash[15] alleging wrongful termination raises significant concerns about the parent company’s compliance culture that warrant further OCC inquiry and investigation.[16] The plaintiff took over the role of Chief Compliance Officer from Stephen Gardner, ZNTB’s proposed board member and Chief Executive Officer.[17] The plaintiff alleges that he was fired in 2023 after he brought 250 compliance issues to the attention of the board of directors in connection with an inquiry by the New York Department of Financial Services (NY DFS) seeking information about Zerohash’s policies, including its anti-money laundering policies, in connection with the FTX collapse.[18] The plaintiff alleges that many of the compliance issues had been previously identified but not addressed.[19]
The allegations in the complaint are just that – allegations. But the OCC is in a unique position to be able to verify the most troubling facts pertinent to the issue of managerial competence. For example, the OCC could request documents from Zerohash to determine if its Board of Directors received information about long-standing compliance issues and if so, the nature of them. Further, the OCC could seek information from NY DFS, a fellow regulator, to determine whether it commenced an inquiry and if so, its scope and the regulator’s conclusions. Gathering information about the actions of the proposed CEO of ZNTB during his tenure as CCO with respect to any confirmed Zerohash compliance issues, would also be important. Because the North Carolina Commissioner of Banks approved Zerohash’s application to establish the Zerohash Trust Company last year, the OCC could also seek information from the Commission regarding its assessment of Zerohash’s compliance culture. [20]
NCRC urges the OCC to not approve ZNTB’s application and instead engage in further inquiry into Zerohash’s managerial competence in light of: (1) the interconnectedness of the management structure of the proposed national trust bank and Zerohash and the potential for conflicting loyalties; (2) the current vacancies of important positions at the proposed trust bank; and (3) concerns about Zerohash’s compliance culture raised by the California state court compliant.
Thank you for considering this request. If you have any questions about this letter, please contact me at jvantol@ncrc.org or NCRC’s Policy Director Tara Flynn at tflynn@ncrc.og.
Sincerely,
Jesse Van Tol
President and CEO
National Community Reinvestment Coalition (NCRC)
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[1] Interagency Charter and Federal Deposit Insurance Application for Zerohash National Trust Bank to the Office of the Comptroller of the Currency (Public Volume) 4 (Aug. 17, 2026) (hereinafter Zerohash August Application).
[2] 12 C.F.R. § 5.20(f)(2)(i)(B). See also id. § 5.20(g)(2)(requiring the initial board of directors to select competent senior executive officers before the OCC grants final approval).
[3] NCRC also notes that it generally opposes the grant of national trust bank charters to companies engaged in cryptocurrency activities for several reasons, including: (1) doing so stretches the national trust bank charter beyond its statutory purpose and the National Bank Act and (2) it would encourage regulatory arbitrage, resulting in the loss of community reinvestment, harm to consumers, and a lack of oversight and accountability.
[4] Corporate Applications Search, OCC Control Number: 2026: Charter-345075, Corporate Applications Search (CAS) | OCC (returned as of July 17, 2026). See also Melinda Lucy, Zerohash Refiles its Trust Bank Charter Application to OCC, American Banker (Sept. 2, 2026), www.americanbanker.com.
[5] Zerohash August Application at 4.
[6] Interagency Charter and Federal Deposit Insurance Application for Zerohash National Trust Bank to the Office of the Comptroller of the Currency (Public Volume) (March 2, 2026).
[7] Zerohash August Application at 5-6.
[8] Zerohash August Application at 6.
[9] Id.
[10] Id. at 5.
[11] Zerohash August Application at 7.
[12] 12 CFR § 5.20(f)(2).
[13] Linkedin, Chief Trust Officer, Zerohash National Trust Bank, Chief Trust Officer, zerohash National Trust Bank at zerohash — Buffalo-Niagara Falls Area | LinkedIn Jobs (accessed Sept. 15, 2026).
[14] Linkedin Chief Operating Officer, Zerohash National Trust Bank, Chief Operating Officer, zerohash National Trust Bank at zerohash — Chicago, IL | LinkedIn Jobs (accessed Sept. 15, 2026).
[15] Guerra v. TriNet HR XI, Inc., Zero Hash Holdings, Ltd., and Zero Hash, LLC No. 25CV111060 (Cal. Super. Ct., Alameda City) (action filed Feb. 13, 2025).
[16] Dan Ennis, OCC Return’s Zerohash’s Charter Application (Aug. 17, 2026), Banking Dive, finance.yahoo.com/markets/crypto/articles/occ-returns-zerohash-charter-application-122728866.html.
[17] Id.
[18] Id.
[19] Id.
[20] Global Newswire, Zerohash Trust Company is Approved to Launch (Sept 3, 2025), https://globalfintechseries.com/cryptocurrency/zerohash-trust-company-is-approved-to-launch/
