W. Kyle Green
About W. Kyle Green
W. Kyle Green, 52, is an attorney with over 20 years of experience in civil litigation and criminal prosecutions; he holds a B.S. in Management (magna cum laude) from Louisiana Tech University and a J.D. from Louisiana State University . He serves as a Class I independent director at Trump Media & Technology Group (DJT), is nominated for a new three‑year term ending at the 2028 annual meeting, and has been designated the Audit Committee chair and an “audit committee financial expert” under Regulation S‑K . In 2024, he attended all board meetings (5 of 5) and is classified by the Board as an independent director under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Office of W. Kyle Green L.L.C. | Lead Counsel | 2007–present | Represents plaintiffs/defendants across civil and criminal litigation; commercial transactions |
| Louisiana Third Judicial District Court | Assistant District Attorney | 2015–2018 | Major felony prosecutions |
| City of Ruston, Louisiana | City Prosecutor | 2007–2015 | Successfully prosecuted >20,000 criminal defendants |
| Louisiana Judiciary Commission | Appointee | 2006–2007 | Oversaw alleged judicial misconduct |
| Hogan Hardwood & Moulding (lumber wholesaler) | In‑house Counsel; Vice President | 2003–2007 | Legal and operational leadership |
| Law Firm of Coyle and Green, L.L.C. | Attorney | 1998–2003 | Civil and criminal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
| Committee | Role | Independence | Key Responsibilities |
|---|---|---|---|
| Audit Committee | Chair; Member | Board determined Green independent; qualifies as “audit committee financial expert” | Oversees accounting, financial reporting, internal control; selects/oversees auditor; reviews related party transactions; risk assessment |
| Compensation Committee | Member | Non‑employee director under Rule 16b‑3 | Executive/director pay, incentives, equity plans, severance/change‑of‑control protections; selects independent comp consultants |
| Nominating & Corporate Governance Committee | Member | — | Board nominations, governance practices, board/individual evaluations, succession planning |
| Board Attendance | Director | — | Attended 5 of 5 board meetings in 2024; all incumbents >75% of committee meetings attended |
- Independence: Board identifies Bernhardt, Green, Holding, and Lighthizer as independent directors .
- Controlled company: DJT relies on Nasdaq’s “controlled company” exemptions (majority independent not required; comp and nominating committees need not be fully independent) due to ~52% voting power held by the Donald J. Trump Revocable Trust as of Feb 20, 2025 .
- Class and tenure: Green is a Class I director; nominated to serve through the 2028 annual meeting .
Fixed Compensation
| Item | Amount | Basis/Timing |
|---|---|---|
| Annual cash retainer (policy) | $45,200 | Payable quarterly; effective for 2024 service |
| Committee chair fees (policy) | Audit: $22,000; Compensation: $15,000; Nominating/Gov: $10,000 | Quarterly cash retainer; effective for 2024 service |
| Committee member fees (policy) | Audit: $11,000; Compensation: $7,500; Nominating/Gov: $5,000 | Quarterly cash retainer; effective for 2024 service |
| Quarterly cash retainer paid (2024) | $19,900 | Reflects base + committee roles (quarterly) |
| Fees earned or paid in cash (2024) | $59,700 | Director compensation table (FY2024) |
Performance Compensation
| Metric | Detail | Amount/Date |
|---|---|---|
| RSU grant (directors for 2024 service) | Number of RSUs issued to Green | 25,946 RSUs |
| Grant date | RSUs granted | January 28, 2025 |
| Grant‑date fair value (ASC 718) | Stock awards for 2024 service | $779,418 |
| Vesting | 25% at grant; remaining 75% in nine substantially equal quarterly installments, subject to continued service | Schedule per policy |
| Award sizing methodology | RSU value $430,000 at initial election; RSUs sized using 30‑day VWAP prior to Oct 2, 2024 recommendation date | Policy terms |
No director performance metrics (e.g., TSR/EBITDA targets) are disclosed for director equity awards; vesting is purely time‑based .
Other Directorships & Interlocks
| Person/Entity | Relationship | Notes |
|---|---|---|
| None disclosed for Green | — | Proxy does not list other public company boards for Green |
Expertise & Qualifications
- Legal and compliance expertise from extensive prosecutorial and civil practice; judiciary oversight experience in Louisiana .
- Audit Committee financial expert designation and Nasdaq financial sophistication; relevant to financial oversight and internal controls .
- Business operations exposure (VP role) at Hogan Hardwood & Moulding .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Breakdown |
|---|---|---|---|
| W. Kyle Green | 25,946 shares | <1% | 6,486 restricted shares; 19,460 RSUs |
- Director RSUs vest 25% at grant and 75% over nine quarterly installments thereafter, aligning ongoing service with equity accumulation .
- Insider Trading Policy prohibits hedging derivatives (puts, calls, swaps, etc.); pledging is not specifically addressed in the proxy .
Governance Assessment
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Strengths
- Audit chair with “financial expert” designation; central role in overseeing financial reporting and related‑party transaction reviews .
- Full board meeting attendance (5/5 in 2024), suggesting high engagement .
- Classified as independent by the Board under Nasdaq and SEC rules .
-
Risks and Red Flags
- Controlled company exemptions reduce investor protections (board majority independence not required; comp and nominating committees need not be fully independent) due to 52% voting power at the Trust; this can limit minority shareholder influence .
- Reincorporation plan points to Florida governance with opt‑outs from control‑share acquisition and affiliated transaction protections in the Florida Charter, potentially weakening minority shareholder safeguards .
- License Agreement grants President Donald J. Trump broad approval and termination rights over use of his name/likeness; the six‑hour exclusivity on non‑political posts can be suspended at his discretion, and indemnification terms can extend to reputational harms—introducing concentrated counterparty and brand risk the Audit Committee must monitor .
- Director equity is time‑based (no disclosed performance metrics), and stock awards materially outweigh cash fees for 2024 ($779,418 stock vs. $59,700 cash), reducing pay‑for‑performance linkage for directors .
- Non‑competition/non‑solicitation agreements (4‑year non‑compete; 3‑year non‑solicit from March 25, 2024) may limit director mobility but do not mitigate core governance risks tied to control and related‑party dynamics .
-
Additional Oversight Considerations
- Audit Committee is explicitly responsible for reviewing related‑party transactions; given multiple disclosed arrangements (e.g., consulting agreements with entities linked to former directors and a tax remittance/repurchase for executives), persistent, rigorous committee oversight is essential to mitigate conflicts .
Notes on Shareholder Votes and Events
- 2025 Annual Meeting agenda includes director elections (Class I), reincorporation to Florida, amendment/restatement of 2024 Equity Incentive Plan (evergreen), advisory say‑on‑pay and say‑on‑frequency, and auditor ratification; Board recommends FOR all proposals .