George Holding
About George Holding
George Holding, 56, is an independent Class II director of Trump Media & Technology Group (DJT), appointed effective March 3, 2025; his term runs until the 2026 annual meeting. He serves on the Compensation Committee and holds degrees in classical studies and law from Wake Forest University; his career spans service as a U.S. Congressman (2013–2021), U.S. Attorney/First Assistant U.S. Attorney, counsel to a U.S. Senator, federal judicial clerk, and private practice attorney, with current role as Managing Director of Government Relations at Blackstone since 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives | Member of Congress | 2013–2021 | Member: Ways and Means, Judiciary, Foreign Affairs, Budget, Ethics; Chairman: British American Parliamentary Group, U.K. Caucus, India Caucus |
| U.S. Department of Justice | United States Attorney; First Assistant U.S. Attorney | Not disclosed | Prosecutorial leadership and federal law enforcement oversight |
| U.S. Senate | Counsel to a U.S. Senator | Not disclosed | Legislative counsel; policy advisory |
| Federal Judiciary | Clerk for a U.S. District Court Judge | Not disclosed | Legal research; judicial process support |
| Private Practice | Attorney | Not disclosed | Broad legal matters including tax, trade, healthcare, foreign affairs, national security, IP |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackstone Inc. | Managing Director, Government Relations | 2021–Present | Advises on geopolitics, due diligence, policymaker engagement |
| World Economic Forum; European Parliament Transatlantic Dialogue; NATO Parliamentary Assembly | Participant | Not disclosed | International policy engagement |
- No other current public company board seats are disclosed in his DJT proxy biography (the proxy explicitly lists public company directorships where applicable; none are listed for Holding) .
Board Governance
- Committee assignments: Member, Compensation Committee; Chair is Robert Lighthizer. Audit Committee Chair is W. Kyle Green; Nominating & Corporate Governance Committee Chair is David Bernhardt .
- Independence: The Board determined Holding is independent under Nasdaq and SEC rules; DJT’s proxy further identifies Bernhardt, Green, Holding, and Lighthizer as independent, and notes independent-director-only sessions are regularly scheduled .
- Board structure: Classified board (3 classes); Holding is Class II with term expiring at the 2026 annual meeting. Directors may only be removed for cause by a 66.67% supermajority of voting power .
- Attendance: The Board met 5 times in 2024; each incumbent director attended >75% of committee meetings on which they served. Individual board meeting attendance is below for 2024 (Holding joined in 2025, so no personal attendance disclosed) .
| Director | Attendance at Board Meetings (2024) |
|---|---|
| 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 |
- Non-compete / Non-solicit: Directors and officers executed agreements on March 25, 2024, including a 4-year non-compete (media/social/streaming scope) and a 3-year non-solicitation .
- Indemnification: DJT provides indemnification to the fullest extent under DGCL/charter; individual indemnity agreements entered with directors .
Fixed Compensation
- As an independent director appointed March 3, 2025, Holding will receive standard non-employee director compensation on a prorated basis (cash retainer and equity), consistent with DJT’s program .
- DJT’s standard director cash compensation (formally approved in 2025 for service beginning in 2024) :
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,200 | Payable quarterly on first day of each fiscal quarter |
| Committee chair annual cash retainer | Audit: $22,000; Compensation: $15,000; Nominating: $10,000 | Payable quarterly |
| Committee member annual cash retainer | Audit: $11,000; Compensation: $7,500; Nominating: $5,000 | Payable quarterly |
- Quarterly cash retainer payments for 2024 (illustrative for sitting directors during 2024; Holding not applicable for 2024) :
| Director | Quarterly Cash Retainer Payment |
|---|---|
| Eric Swider | $11,300 |
| Donald J. Trump, Jr. | $11,300 |
| W. Kyle Green | $19,900 |
| Robert Lighthizer | $19,000 |
| Linda McMahon | $18,400 |
Performance Compensation
- Standard director equity: Initial RSU awards valued at $430,000 upon election, with share count determined by dividing the award value by the 30-trading-day VWAP as of October 2, 2024 (Recommendation Date). Granted in RSUs; formula uses Bloomberg-reported VWAP .
- For Holding: The 8-K states he will receive “prorated portions of the Company’s standard cash retainer and equity compensation.” Specific grant dates, share counts, vesting schedules, and performance metrics for his RSUs are not disclosed in filings to date .
| Equity Component | Value/Mechanism | Grant Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (initial election) | $430,000; shares = $430,000 ÷ 30-day VWAP as of 10/2/2024 | Upon initial election (program basis) | Not disclosed | None disclosed for directors |
- Options or PSUs: No option awards or performance share units for directors are disclosed in the proxy excerpts provided .
Other Directorships & Interlocks
- Public company boards: None disclosed for Holding in the DJT proxy biography .
- Compensation Committee interlocks and insider participation: The proxy states no Compensation Committee member has ever been an officer or employee of the Company; no executive officers serve on boards/comp committees of other entities with any DJT director .
Expertise & Qualifications
- Policy and regulatory expertise: Extensive congressional committee service and caucus leadership; international policy fora participation (WEF, EU Transatlantic Dialogue, NATO PA) .
- Legal and prosecutorial credentials: Former U.S. Attorney/First Assistant U.S. Attorney; federal judicial clerkship; private practice .
- Education: Wake Forest University degrees in classical studies and law .
- Current role: Managing Director of Government Relations at Blackstone (geopolitics, due diligence, policymaker engagement) .
Equity Ownership
- Beneficial ownership (proxy table as of March 11, 2025): George Holding — shares; — % outstanding (table shows “—” for Holding) .
- Awards under 2024 Plan through February 20, 2025: Directors category lists “George Holding —” (i.e., no shares subject to awards under the plan to date) .
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| George Holding | — | — |
Insider filings:
| Form | Filing Date | Event Date | Beneficial Ownership Disclosed |
|---|---|---|---|
| Form 3 (Initial Statement) | Aug 25, 2025 | Mar 3, 2025 | “No securities are beneficially owned.” |
- Insider Trading Policy: Prohibits hedging and derivatives linked to DJT stock for Covered Persons .
Governance Assessment
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Strengths
- Independent director with deep public policy and legal experience; appointed to Compensation Committee, which has explicit oversight of executive/director pay, incentive plans, severance/change-of-control protections, and selection of independent compensation consultants .
- Independent-director executive sessions and a Code of Ethics covering directors; explicit prohibition on hedging in Insider Trading Policy .
- Non-compete and non-solicit agreements executed for directors/officers, enhancing alignment with DJT’s core media/streaming businesses .
-
Concerns and RED FLAGS
- Low “skin in the game”: As of Feb 20/March 11, 2025, proxy/plan data indicate no beneficial ownership and no director equity awards yet recorded for Holding; Form 3 disclosed no beneficial ownership at appointment. Alignment will depend on RSU issuance and vesting .
- Controlled company status and governance rigidity: Classified board; removal only for cause with 66.67% supermajority; potential reduction in accountability to minority shareholders .
- Board attendance optics: 2024 board attendance shows some directors attended 2 or 3 of 5 meetings, below full attendance; not attributable to Holding (joined 2025), but signals engagement variance on the board .
- Related-party transactions: Proxy discloses 2024 payments to Mar-a-Lago Club LLC (owned by the Donald J. Trump Revocable Trust) and a tax remittance-linked share repurchase from executive employees; Compensation Committee oversight of related party transactions is critical .
- Board discretion over high-risk treasury/digital asset strategy: Filings emphasize broad board discretion over bitcoin/digital asset policies and use of leverage, posing governance and risk oversight demands; classification of bitcoin could trigger additional regulatory exposure .
-
Shareholder signaling
- Say-on-pay support: Advisory vote approved with 133.3M for, 2.67M against, suggesting current investor tolerance of DJT’s executive pay framework; ongoing monitoring of director equity awards and pay mix is warranted .
Overall, Holding strengthens the Compensation Committee’s public policy and legal oversight capabilities. Near-term investor confidence hinges on transparent delivery of director equity awards/vesting, sustained independence (given external Blackstone role with no disclosed conflicts), and board engagement on risk-intensive treasury/digital asset strategies under a controlled-classified governance framework .