Blake Masters
About Blake Masters
Blake Masters (age 38) has served as an independent director of PSQ Holdings, Inc. since July 2023. He is a venture investor and entrepreneur; co‑founded legal AI company Judicata (2012–2014), served as COO of Thiel Capital (2018–2022), and President of the Thiel Foundation (2018–2022), where he currently sits on the foundation’s board. He co‑authored “Zero to One,” and holds a J.D. and B.S. in Political Science from Stanford University . He is a Class II director nominated for re‑election in 2025 to serve through the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thiel Capital | Chief Operating Officer | 2018–2022 | Senior operating leadership at technology-focused investment firm |
| Thiel Foundation | President; Director (current) | 2018–2022; Board (current) | Nonprofit leadership; board service continues |
| Judicata, Inc. | Co‑founder | 2012–2014 | Legal intelligence software entrepreneurship |
| Political | GOP nominee for U.S. Senate (Arizona) | Not specified | Public policy exposure |
| Author | Co‑author of “Zero to One” | 2014 | Best‑selling startup text |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Thiel Foundation | Director (non‑profit) | Non‑profit | Current board service |
| Other public company boards | — | Public | None; Masters serves on 0 other public company boards |
Board Governance
- Independence: The Board determined Blake Masters is independent under NYSE rules . PSQH is a “controlled company” and does not maintain a majority‑independent board pursuant to NYSE exemptions .
- Committee assignments (current):
- Compensation Committee — Chair (independent)
- Audit Committee — Member (independent)
- Nominating & Corporate Governance Committee — Member (committee not fully independent under controlled company exemption)
- Attendance: The Board met 12 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings during their service period . All directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold regular executive sessions at least twice yearly, presided over by a designated independent director .
Fixed Compensation
| Component (Directors) | Structure | Amount/Terms |
|---|---|---|
| Annual Board Cash Retainer | Cash | $40,000 per year |
| Committee Chair Retainers | Cash | Audit $20,000; Compensation $15,000; Nominating & Gov $10,000 |
| Committee Member Retainers | Cash | Audit $10,000; Compensation $5,000; Nominating & Gov $4,000 |
| Initial Equity Award (RSUs) | Equity | $300,000 value; vests 1‑year; accelerates on change‑in‑control |
| Annual Equity Award (RSUs) | Equity | $150,000 value; vests 1‑year; accelerates on change‑in‑control |
Director actual compensation (Masters):
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 65,000 | 150,001 | 215,001 | Annual RSUs granted 6/5/2024 (46,440 units), vesting 6/5/2025 |
| 2023 | 12,894 | 300,007 | 312,901 | Initial RSUs granted 9/25/2023 (29,645 units), vesting 9/25/2024 |
Performance Compensation
| Instrument | Grant Date | Quantity | Vesting | Performance Metrics | Change‑in‑Control Treatment |
|---|---|---|---|---|---|
| RSU (Initial director grant) | 9/25/2023 | 29,645 | Vests 9/25/2024 (time‑based) | None disclosed (time‑based) | Accelerates in full |
| RSU (Annual 2024) | 6/5/2024 | 46,440 | Vests 6/5/2025 (time‑based) | None disclosed (time‑based) | Accelerates in full |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other public company boards | Masters serves on 0 other public boards |
| Compensation committee interlocks | None. No member of the compensation committee is/was a company officer; no executive officer serves on the board/comp committee of an entity with a cross‑interlock |
Expertise & Qualifications
- Venture and technology investing/operator experience (Thiel Capital COO; entrepreneurial background) .
- Policy and public profile (U.S. Senate nominee; author of “Zero to One”) .
- Legal training (Stanford J.D.); analytical/strategic skillset valued by the Board .
Equity Ownership
Beneficial ownership (as of proxy record date):
| Holder | Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Blake Masters | 66,029 | <1% | 60,731 shares held directly; 5,298 shares held by Directed Trust Co FBO Blake Masters Roth IRA |
Insider trading policy and ownership practices:
- Hedging and pledging prohibited, with limited exception for pledging upon approval; options/derivatives also prohibited .
- As of the record date, no directors had 10b5‑1 plans in effect (2025 proxy) .
Recent insider transactions (Form 4):
Note: “M‑Exempt” in Forms 4 typically reflects non‑open‑market acquisitions upon RSU vesting and settlement. Post‑transaction ownership figures are as reported in each filing.
Related‑Party Transactions and Conflicts
- Pre‑Closing investment: On April 7, 2023, Masters and certain affiliates subscribed for $205,000 of Private PSQ 5% mandatorily convertible debt notes, which converted into equity immediately prior to closing of the Business Combination .
- Policy oversight: The audit committee reviews related‑party transactions; compensation committee oversees compensation‑related transactions .
Director Compensation Program Signals
- Cash vs equity mix: Standard structure blends a fixed cash retainer with time‑based RSUs; annual RSU awards ($150k) and initial RSU ($300k) vest after 1 year — not performance‑conditioned, which lowers pay‑for‑performance sensitivity but aligns through equity value exposure .
- Change‑of‑control: Director RSUs accelerate in full on change‑in‑control, increasing retention certainty but potentially weakening performance linkage .
Governance Assessment
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Strengths:
- Independent director with technology, legal, and investment experience; chairs Compensation Committee and serves on Audit and Nominating committees — indicating significant governance responsibility and trust from the Board .
- Meeting engagement appears adequate (≥75% attendance standard met by all incumbents in 2024) .
- Hedging/pledging prohibitions and director equity grants support alignment; recent Form 4s show increasing share ownership via RSU vesting/awards (Form 4 URLs above).
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Watch items / potential red flags:
- Controlled company status means the Board is not majority‑independent; Nominating committee not fully independent under NYSE norms, which can affect board refresh and oversight processes .
- Pre‑closing related‑party financing participation by Masters ($205k convertible notes) is disclosed; although pre‑de‑SPAC, it indicates historical financial ties that warrant monitoring for future transactions .
- Director equity is time‑based (no performance metrics); while common for directors, it reduces explicit pay‑for‑performance linkage in governance optics .
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Bottom line: Masters brings relevant venture/technology governance skills and is materially engaged (committee chair). Key governance risk stems from the company’s controlled‑company exemptions and the non‑performance‑based director equity structure; investors should monitor Compensation Committee decisions (given chair role) for rigor in executive pay design and continued independence in related‑party oversight .