Robert Lighthizer
About Robert Lighthizer
Robert Lighthizer (age 77) serves as a Class III director at Trump Media & Technology Group Corp. (DJT), with his term expiring at the 2027 annual meeting. He is an experienced trade negotiator and litigator, having served as U.S. Trade Representative (2017–2021), Deputy USTR (1983–1985), and partner leading Skadden’s International Trade Department (1985–2017). He holds a B.A. and J.D. from Georgetown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the U.S. Trade Representative | U.S. Trade Representative (USTR) | 2017–2021 | Engineered trade agreements with China; prioritized American economy |
| Office of the U.S. Trade Representative | Deputy USTR | 1983–1985 | Negotiated 20+ bilateral agreements; Vice Chair, OPIC Board |
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; Head, International Trade | 1985–2017 | Led international trade practice |
| U.S. Senate Committee on Finance | Chief Minority Counsel; Chief Counsel & Staff Director | 1978–1981; 1981–1983 | Oversight of finance-related legislative matters |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| America First Policy Institute – Center for American Trade | Chairman | Since 2021 | Promotes fair trade policies prioritizing U.S. workers and businesses |
Board Governance
- Board classification: Class III director; term expires 2027 .
- Independence: Board determined Lighthizer is independent under Nasdaq standards .
- Committees and roles:
- Audit Committee: Member; committee determined independent under Nasdaq and Rule 10A-3(b)(1). Chair: W. Kyle Green (Audit Committee Financial Expert) .
- Compensation Committee: Chair; committee members are “non-employee directors” under Rule 16b-3 (not represented as independent due to controlled company exemption) .
- Nominating & Corporate Governance Committee: Member; Chair: David Bernhardt .
- Attendance: Board met 5 times in 2024; Lighthizer attended 5 of 5 Board meetings and >75% of committee meetings on which he served .
- Controlled company: Donald J. Trump Revocable Trust beneficially controls ~52% voting power; DJT relies on controlled company exemptions (no requirement for majority independent directors or fully independent comp/nom committees) .
- Independent director sessions: Independent directors have regularly scheduled meetings without management .
- Insider Trading Policy: Prohibits trading while in possession of MNPI and prohibits hedging in derivatives directly linked to DJT securities (including exchange funds) .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer | $45,200 | Payable quarterly for non-employee directors |
| Committee chair fees | $15,000 (Compensation); $22,000 (Audit); $10,000 (Nominating) | Annual, payable quarterly; Lighthizer chairs Compensation Committee |
| Committee membership fees | $7,500 (Compensation); $11,000 (Audit); $5,000 (Nominating) | Annual, payable quarterly |
| Quarterly cash retainer paid (2024) | $19,000 | Lighthizer 2024 quarterly amount |
| 2024 cash fees earned | $57,000 | Lighthizer 2024 total cash fees |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jan 28, 2025 | 25,946 | $779,418 | 25% at grant; remaining 75% in nine equal quarterly installments (subject to continued service) |
| Program design (policy) | N/A | Value-based | Target value $430,000; RSU count set using 30-trading-day VWAP as of Oct 2, 2024 recommendation date |
Performance metrics table:
| Metric Category | Disclosed Targets/Measures | Application to Director Pay |
|---|---|---|
| Financial (Revenue, EBITDA, TSR) | None disclosed | Director equity is time-based RSUs; no performance metrics disclosed |
| ESG/Other | None disclosed | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Public company boards | N/A | None disclosed | Proxy biography lists no current public company directorships for Lighthizer |
| America First Policy Institute | Non-profit/policy | Chairman, Center for American Trade | External policy role; not a public company board |
- Board composition context: DJT is a controlled company; Compensation Committee chaired by Lighthizer is not required to be fully independent under Nasdaq’s controlled company exemptions .
- Related party controls exist via license/exclusivity with President Donald J. Trump and trust control; Audit Committee (which Lighthizer sits on) reviews related party transactions per charter .
Expertise & Qualifications
- Legal and trade expertise: Decades in international trade law and negotiation (USTR, Deputy USTR, Skadden practice lead) .
- Government and policy experience: Senate Finance Committee leadership roles; external policy leadership at AFPI .
- Education: B.A. and J.D., Georgetown University .
Equity Ownership
| Holder | Shares/Units | Breakdown | Ownership % |
|---|---|---|---|
| Robert Lighthizer | 25,946 | 6,486 restricted stock + 19,460 RSUs | <1% as of Mar 11, 2025 |
Notes:
- Beneficial ownership table shows Lighthizer with a mix of restricted stock and RSUs; no options disclosed; no pledging disclosed in proxy .
- Stock ownership guidelines for directors not disclosed in proxy .
Governance Assessment
- Committee leadership and independence: Lighthizer chairs the Compensation Committee and serves on Audit and Nominating. Audit members (including Lighthizer) are independent under Nasdaq and Rule 10A-3(b)(1), but as a controlled company DJT’s Compensation and Nominating committees are not required to be fully independent—reducing investor protections relative to non-controlled issuers .
- Attendance and engagement: Strong engagement—5/5 Board meeting attendance and >75% committee attendance; positive signal for board effectiveness .
- Compensation alignment: Director pay features significant time-based RSUs (25,946 units; $779,418 fair value for 2024 service) plus cash retainers. Absence of performance-based equity for directors limits direct pay-for-performance linkage; however equity builds ownership alignment. Quarterly cash retainer of $19,000 and total 2024 cash fees $57,000 are consistent with committee leadership responsibilities .
- Controlled company risks: 52% voting control by the Donald J. Trump Revocable Trust and reliance on controlled company governance exemptions reduce independence and could heighten related-party and conflict risks; however the Audit Committee (with Lighthizer as member) oversees related-party transaction review per charter .
- Related-party exposure context: Extensive license/exclusivity agreements with President Donald J. Trump and payments to entities affiliated with insiders (e.g., Mar-a-Lago event fees) heighten governance sensitivity. Audit oversight and disclosure mitigate some risk but concentration of control persists .
RED FLAGS
- Controlled company status and exemptions (board does not need majority independent directors; compensation and nominations committees need not be fully independent) .
- Time-based director equity without disclosed performance metrics (less direct pay-for-performance linkage) .
- Significant related-party arrangements with controlling shareholder (license/exclusivity, event payments) requiring robust Audit Committee oversight .
Additional notes
- Non-compete and non-solicitation agreements were executed by directors and officers on March 25, 2024 (4-year non-compete; 3-year non-solicit), supporting retention and reducing immediate conflicts risk .
- Compensation consultant: Compensia engaged by Compensation Committee for executive and director compensation review; Compensation Committee considers advisor conflicts and independence .
If you want, I can search for and add any Form 3/4 insider transactions for Lighthizer; the proxy does not include them.