Devin Nunes
About Devin Nunes
Devin G. Nunes, 51, is Chief Executive Officer of Trump Media & Technology Group (DJT), Director since 2022, and Chairman since April 1, 2024; he holds a B.S. in Agricultural Business and an M.S. in Agriculture from Cal Poly San Luis Obispo . He became CEO effective January 2, 2022 under an employment agreement; 2024 “pay vs performance” shows compensation actually paid to the PEO of $47.6M, Company TSR value of $227.33 (from a $100 base on 12/31/2022), and a 2024 net loss of $400,865K .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. House of Representatives | Representative; Republican leader/former Chair of House Permanent Select Committee on Intelligence; senior Republican on Ways and Means; leader of Ways and Means Health Subcommittee | 2003–2022 | Led tax reform provision enabling same-year expensing; championed telemedicine; recognized for oversight of intelligence and governance issues; awarded Presidential Medal of Freedom (2021) . |
External Roles
| Organization | Role | Start date | Notes |
|---|---|---|---|
| President’s Intelligence Advisory Board | Chair | Feb 2025 | Appointed in 2024; Chair since Feb 2025 . |
Fixed Compensation
| Item | Detail |
|---|---|
| Base salary (agreement) | $750,000, increasing to $1,000,000 effective second anniversary of Jan 2, 2022 (i.e., 2024) . |
| Severance | If terminated without cause/for good reason: accrued obligations + 6 months of base salary . |
| Retention bonus (business combination) | $600,000 lump sum within 30 days after Closing; added via 2024 amendment and confirmed in employment agreement amendment . |
| Perquisites / tax gross‑ups (pre‑closing disclosure) | Private TMTG disclosed no tax gross‑ups and no perquisites beyond standard benefits for NEOs (context from pre‑combination S‑1) . |
Multi‑year cash pay (from Summary Compensation Table):
| Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 1,000,000 | 600,000 | 1,150,000 (promissory note face value converted to stock; grant‑date FV of shares) | 46,883,031 |
| 2023 | 750,000 | — | — | 750,000 |
Performance Compensation
Cash/transaction incentives:
| Metric/trigger | Target | Actual payout | Vesting |
|---|---|---|---|
| Business combination (Closing) retention bonus | $600,000 | $600,000 paid in 2024 upon Closing | Lump sum within 30 days after Closing . |
Equity awards:
| Grant date | Type | Shares granted (#) | Grant‑date fair value ($) | Vesting detail | Fully vested by |
|---|---|---|---|---|---|
| Nov 5, 2024 | RSUs | 1,300,325 | 44,133,031 | 25% on Dec 25, 2024; remaining 75% in 9 equal quarterly installments subject to continued service | Mar 25, 2027 |
Notes:
- The 2024 RSUs are time‑based; no performance metric weighting disclosed for Nunes’ equity awards or annual bonus plan (“if any,” Board discretion) .
- No option awards are listed for Mr. Nunes in the 2024 Summary Compensation Table .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 20, 2025 / Mar 11, 2025; asterisk denotes <1%):
| Holder | Total shares | % outstanding | Breakdown |
|---|---|---|---|
| Devin G. Nunes | 1,208,188 | <1% | 87,154 unrestricted; 145,790 restricted; 975,244 unvested RSUs |
Outstanding unvested RSUs and market value (year‑end):
| As of | Unvested RSUs (#) | Reference price ($/sh) | Market value ($) |
|---|---|---|---|
| Dec 31, 2024 | 975,244 | 34.10 | 33,255,820 |
Vesting cadence and selling pressure indicators:
- RSU vesting: 25% vested Dec 25, 2024; remainder vests quarterly (9 tranches) through Mar 25, 2027, creating a steady supply of potential stock deliveries .
- Lock‑up: Nunes entered a lock‑up at Closing (Mar 25, 2024) restricting transfers until the earliest of (i) six months after Closing, (ii) after day 150 when price ≥$12 for 20 of 30 trading days, or (iii) a qualifying M&A transaction; similar restrictions exist in the Amended Charter .
- Piggyback registration: Under a later 2025 agreement, Nunes is deemed to request inclusion of all of his registrable securities in Piggyback Registrations unless he opts out, facilitating potential liquidity in shelf/underwritten deals .
- Pledging/hedging: Company policy prohibits holding Company securities in margin accounts or pledging as collateral, and prohibits hedging (puts, calls, swaps, exchange funds) .
Employment Terms
| Provision | Details |
|---|---|
| Role and start date | CEO effective Jan 2, 2022 under the “Nunes Agreement” . |
| Base salary mechanics | $750,000, with increase to $1,000,000 effective second anniversary (2024) . |
| Equity eligibility | Initial 145,000 RSUs in original agreement were canceled in March 2024; post‑Closing, eligible for discretionary awards under 2024 Plan (under which 1,300,325 RSUs were granted Nov 5, 2024) . |
| Severance | Without cause/for good reason: accrued obligations + six months base salary . |
| Retention bonus | $600,000 payable within 30 days post‑Closing (defined to include SPAC merger/IPO/qualified PE raise/change of control) . |
| Non‑compete / non‑solicit | Non‑compete 4 years; non‑solicit 3 years, agreed at Closing (Mar 25, 2024) . |
| Lock‑up | Transfer restrictions per Lock‑Up Agreement and Amended Charter (timed/price‑based release conditions) . |
| Insider trading controls | Pre‑clearance required; quarterly blackout rules; hedging and pledging prohibited . |
Performance & Track Record
Pay versus performance (Company disclosure):
| Year | Compensation actually paid to PEO ($) | TSR (value of $100 investment) | Net loss ($K) |
|---|---|---|---|
| 2024 | 47,640,469 | 227.33 | (400,865) |
| 2023 | 750,000 | 116.67 | (58,189) |
Additional context:
- Nunes authored letters in 2024 regarding potential market manipulation and Reg SHO compliance related to DJT trading activity (included in Company 8‑K exhibits) .
Board Governance
Board service history and attendance:
| Role | Since | 2024 attendance |
|---|---|---|
| Director | 2022 | 5 of 5 board meetings |
| Chairman | Apr 1, 2024 | — |
| CEO (management director) | Jan 2, 2022 | — |
Committee structure (Nunes not listed as a committee member; committees comprise non‑management directors):
- Audit Committee: W. Kyle Green (Chair; audit committee financial expert), Robert Lighthizer, Linda McMahon .
- Compensation Committee: Robert Lighthizer (Chair), W. Kyle Green, Linda McMahon .
- Nominating & Corporate Governance: composition updated in March 2025 to Green, Lighthizer, David Bernhardt (Chair); earlier proxy listed Green, Lighthizer, Linda McMahon (Chair) .
- DJT is a “controlled company” under Nasdaq rules (President Donald J. Trump beneficially owned >50% voting power post‑combination), allowing exemptions from certain independence requirements; the company states it relies on these exemptions .
- The Board believes combining the Chairman and CEO roles is in the Company’s best interest at this time, with committees overseeing risk within their remits .
Director Service and Independence Notes
- Independent directors identified by the company include W. Kyle Green, Robert Lighthizer, and Linda McMahon; Nunes is not listed among independent directors as he serves as CEO and Chairman .
- 2024 board attendance: Nunes attended 5 of 5 meetings; all incumbents attended >75% of their committee meetings .
Investment Implications
- Pay‑for‑performance alignment: 2024 equity awards are time‑based RSUs (no disclosed performance hurdles), and a $600k transaction bonus tied to deal completion; this tilts toward retention rather than performance conditioning, while compensation actually paid rose sharply alongside large RSU grant values .
- Supply/vesting overhang: With 975,244 unvested RSUs at 12/31/2024 and quarterly vesting through Mar 2027, plus later piggyback rights deeming inclusion of all registrable securities, there is potential periodic sell‑pressure as tranches vest and registration capacity exists .
- Alignment and risk controls: Policy bans pledging/margin and hedging, reducing forced‑sale and misalignment risks; lock‑up conditions imposed post‑merger partially mitigated early sale risk but have term/price release triggers .
- Governance risk: Dual role (CEO+Chair) within a “controlled company” structure lowers independence safeguards vs. standard Nasdaq requirements, placing more emphasis on committee oversight and independent directors’ effectiveness .
- Operating/financial backdrop: Company reported a substantial 2024 net loss while TSR disclosure shows elevated stock value vs. 2022 base; investors should assess sustainability of valuation versus fundamentals and the cadence of insider equity vesting .