David Bernhardt
About David Bernhardt
David Bernhardt (age 55) was appointed to the DJT Board on February 20, 2025; the Board determined he is independent under Nasdaq and SEC standards, with no related-party transactions requiring disclosure . He is a former U.S. Secretary of the Interior (2019–2021), previously Deputy Secretary (2017–2019) and Solicitor, and holds degrees from the University of Northern Colorado and George Washington University Law School; he currently serves as senior counsel at Brownstein Hyatt Farber Schreck, LLP . He founded 53 Solutions LLC and Bernhardt Law PLLC, chairs the Center for American Freedom at AFPI, and authored “YOU REPORT TO ME, Accountability For the Failing Administrative State” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Interior | Secretary | 2019–2021 | Led >70,000 employees; oversight of public lands; extensive governance and regulatory experience |
| U.S. Department of the Interior | Deputy Secretary | 2017–2019 | Modernized business processes; ethics program improvements; diverse leadership team |
| U.S. Department of the Interior | Solicitor (and prior senior roles) | Various (2001–2009; 1998–2001; 2009–2017 private sector intervals) | Legal leadership and policy execution |
| International Boundary Commission (U.S.–Canada) | U.S. Co‑Lead | Not specified | Maintained 5,525-mile international boundary |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brownstein Hyatt Farber Schreck, LLP | Senior Counsel | Since Jan 2025 (prior stints 2021–2024; 2009–2017; 1998–2001) | Legal counsel; public policy interface |
| 53 Solutions LLC | Founder | Since 2021 | Consultancy leadership |
| Bernhardt Law PLLC | Founding Partner | Since 2021 | Legal practice |
| America First Policy Institute (AFPI) – Center for American Freedom | Chairman | Not specified | Public policy leadership |
| Virginia Board of Game and Inland Fisheries | Board Service | Not specified | Conservation and regulatory governance |
Board Governance
- Board classification: Bernhardt is a Class I director; Class I terms expire at the 2025 Annual Meeting and, if elected, serve until the 2028 Annual Meeting .
- Independence: The Board determined Bernhardt is an independent director; independent directors hold regular executive sessions .
- Committee assignments: Member—Audit Committee; Chair—Nominating & Corporate Governance Committee .
- Audit Committee composition and oversight: Green (Chair; financial expert), Lighthizer, Bernhardt; responsibilities include auditor selection, risk oversight, and related-party transaction review .
- Board attendance: The Board met 5 times in 2024; incumbents attended >75% of their committee meetings; attendance table below reflects 2024 incumbents (Bernhardt joined in 2025) .
2024 Board Meeting Attendance
| Director | Attendance at Board Meetings |
|---|---|
| Devin G. Nunes | 5 of 5 |
| Eric Swider | 3 of 5 |
| Donald J. Trump, Jr. | 2 of 5 |
| W. Kyle Green | 5 of 5 |
| Robert Lighthizer | 5 of 5 |
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer | $45,200, paid quarterly in advance |
| Committee chair fees | Audit: $22,000; Compensation: $15,000; Nominating & Corporate Governance: $10,000 (paid quarterly) |
| Committee member fees | Audit: $11,000; Compensation: $7,500; Nominating & Corporate Governance: $5,000 (paid quarterly) |
| Indemnification | Broad indemnification per DGCL and director indemnity agreements |
Applicable to Bernhardt: As Audit Committee member and Nominating & Corporate Governance Committee chair, he is eligible for $11,000 (audit member) and $10,000 (nom/gov chair) annual fees, plus the $45,200 cash retainer (pro‑rated from appointment) .
Performance Compensation
| Equity Component | Grant Value Basis | Vesting | Annual Cap |
|---|---|---|---|
| Initial RSU award upon election | $430,000, number of RSUs set using 30-trading-day VWAP as of Oct 2, 2024 | 25% at grant; remaining 75% in nine substantially equal quarterly installments, subject to continued service | Total value of director awards + cash fees capped at $750,000 per calendar year |
- Bernhardt will receive standard equity compensation pro‑rated from his appointment, per the Company’s director program and the 8‑K disclosure .
- No director stock options or performance-vested equity are disclosed for non‑employee directors; the program specifies time‑based RSUs and cash retainers .
Other Directorships & Interlocks
- Public company directorships: The proxy biography does not list any current or recent public company boards for Bernhardt in the last five years .
- Controlled company: DJT is a “controlled company,” exempt from certain independence requirements for committees, which can affect board structure and investor perceptions .
Expertise & Qualifications
- Senior U.S. government leadership across legal and operational roles; Interior Department oversight of >$300B asset portfolio and $16B+ budget .
- Led initiatives improving ethics programs and modernizing processes; diverse leadership team formation .
- Legal credentials and current senior counsel role; prior regulatory boundary management experience .
- Education: University of Northern Colorado; George Washington University Law School (with honors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | As‑of |
|---|---|---|---|
| David Bernhardt | — | — | March 11, 2025 |
Policy considerations:
- Insider Trading Policy prohibits hedging via derivatives or exchange funds linked to Company securities .
- Ownership guidelines for directors are not disclosed in the proxy; no pledging disclosure specific to Bernhardt appears .
Governance Assessment
- Alignment and incentives: Time‑based RSUs plus cash retainer provide alignment, but lack of disclosed personal share ownership as of March 11, 2025 suggests limited “skin‑in‑the‑game” until RSUs vest; annual compensation capped at $750,000 mitigates pay inflation .
- Independence and oversight: Bernhardt’s independence designation and roles on Audit (member) and Nominating & Corporate Governance (chair) strengthen board oversight of related‑party transactions, risk, and succession .
- Contracts and conflicts: Non‑compete (4 years) and non‑solicit (3 years) agreements for directors reduce potential conflicts; indemnification agreements are standard .
- Company related‑party exposure: The Company’s 2024 payment to Mar‑a‑Lago (entity owned by Donald J. Trump Revocable Trust) is a related‑party transaction overseen by the Audit Committee; vigilance is warranted given controlled company status .
RED FLAGS
- Controlled company status reduces certain independence requirements, potentially weakening minority shareholder protections .
- Related‑party transaction (Mar‑a‑Lago payment) requires robust Audit Committee review and disclosure; ongoing monitoring is key .
- As of March 11, 2025, Bernhardt had no reported beneficial ownership; alignment will depend on RSU vesting and any future holdings .
Positive Signals
- Independent director with deep governance, legal, and operational experience; chairs Nominating & Corporate Governance and serves on Audit, enhancing oversight .
- Clear director compensation framework with defined RSU vesting and annual cap; hedging prohibitions support alignment .