Caitlin Long
About Caitlin Long
Caitlin Long was appointed as an independent Class I director of PSQ Holdings on July 28, 2025, with a term extending to the 2027 annual meeting, and is currently not assigned to any Board committee . She is Founder and CEO of Custodia Bank and has 30+ years in financial services (MD roles at Morgan Stanley and Credit Suisse), with deep expertise in digital assets and blockchain policy; she holds a B.A. from the University of Wyoming and a joint J.D./M.P.P. from Harvard Law/Harvard Kennedy School and serves on the board of Cipher Mining Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director (senior roles) | 1994–2016 | Senior leadership in traditional finance |
| Credit Suisse | Managing Director (senior roles) | 1994–2016 | Senior leadership in traditional finance |
| Salomon Brothers | Senior roles | Not specified | Wall Street experience |
| State of Wyoming | Blockchain legislative work | 2017 onward | Helped enact >20 blockchain-enabling laws; appointed to legislative committees |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Custodia Bank, Inc. | Chairman & CEO | Founded 2020 | Chartered bank bridging USD and crypto systems |
| Cipher Mining Inc. | Director | Current | Public company board service |
Board Governance
- Independence: Long is an independent director; the Board explicitly determined independence for members in line with NYSE rules (Long’s independence stated at appointment; overall board independence reviewed in proxy) .
- Committee assignments: None as of her appointment; PSQ’s standing committees and current memberships (as of the 2025 proxy) are: Audit (Chair: James Rinn; Members: Davis Pilot III, Blake Masters, Willie Langston), Compensation (Chair: Blake Masters; Members: James Rinn, Willie Langston), Nominating & Corporate Governance (Chair: Nick Ayers; Members: Davis Pilot III, Blake Masters) .
- Attendance: The Board held 12 meetings in 2024; each incumbent director attended ≥75% of meetings of the Board and their committees. Long joined in 2025, so prior-year attendance does not apply .
- Controlled company: PSQ is a “controlled company” under NYSE rules due to Class C voting power held by the CEO, and does not maintain a majority-independent board; it may rely on governance exemptions (e.g., director nominations not solely by independent directors) .
- Executive sessions: Independent directors hold executive sessions at least twice a year .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Payable in quarterly arrears; confirmed for Long upon appointment |
| Committee Chair – Audit | $20,000 | Policy rate (not applicable to Long unless assigned) |
| Committee Chair – Compensation | $15,000 | Policy rate |
| Committee Chair – Nominating & Corporate Governance | $10,000 | Policy rate |
| Committee Member – Audit | $10,000 | Policy rate |
| Committee Member – Compensation | $5,000 | Policy rate |
| Committee Member – Nominating & Corporate Governance | $4,000 | Policy rate |
Performance Compensation
| Award | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU Award | 2025-07-28 | 137,615 RSUs | 100% vests on first anniversary of grant, subject to continued service | Granted under 2023 Stock Incentive Plan |
| Annual RSU Award (Director Program) | From 2026 meeting | $150,000 grant-date fair value | 100% vests on first anniversary of grant, subject to continued service | Policy-level director equity awards |
No director performance metrics (e.g., TSR/EBITDA targets) are disclosed for Board grants; RSUs vest based on time and service (not performance) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Cipher Mining Inc. | Director | Not disclosed | Public board service (no related-party transactions with PSQ disclosed) |
| Custodia Bank, Inc. | Chairman & CEO | Not applicable | Private company; PSQ disclosed no related-person transactions with Long |
Expertise & Qualifications
- Financial services leadership: MD roles at Morgan Stanley and Credit Suisse; 30+ years in finance .
- Digital asset/crypto policy: Led Wyoming’s blockchain law initiatives; recognized authority on blockchain frameworks .
- Education: B.A. University of Wyoming; J.D./M.P.P. Harvard Law/Harvard Kennedy School .
Equity Ownership
| Security | Quantity | Ownership Type | Vesting Status | Source |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 137,615 | Direct (director) | Unvested at grant; 100% vests on 2026-07-28 (subject to service) | Form 4; grant/vesting terms |
- Initial Form 3 was filed upon appointment . PSQ prohibits hedging, options, margin purchases, and pledging of company securities (exceptions only in extraordinary cases with demonstrated capacity) .
Insider Trades (Form 3/4 summary)
| Filing Date | Transaction Date | Form | Type | Units | Post-Transaction Holdings | URL |
|---|---|---|---|---|---|---|
| 2025-07-30 | 2025-07-28 | 3 | Initial statement | — | — | |
| 2025-07-30 | 2025-07-28 | 4 | A (Award) | 137,615 RSUs | 137,615 RSUs |
Governance Assessment
- Strengths: Independent status; no related-party transactions, arrangements or family relationships disclosed; standard indemnity agreement; time-vested equity avoids discretionary performance-risk issues for director awards .
- Alignment: Her crypto/fintech expertise aligns with PSQ’s disclosed intent to explore a digital asset treasury strategy and payments integration using stablecoins, potentially enhancing Board oversight of fintech initiatives .
- Watch items and red flags:
- Controlled company governance: PSQ does not maintain a majority-independent board and may rely on NYSE governance exemptions; this can constrain independent oversight despite Long’s independence .
- Committee influence: As of appointment, Long holds no committee roles; investors should monitor if and when she joins Audit/Compensation/Nominating committees to assess her impact on risk oversight and pay practices .
- Potential conflicts: Long leads Custodia Bank; while PSQ disclosed no related-party transactions at appointment, investors should monitor any future dealings between PSQ and Custodia if PSQ’s digital asset/payments initiatives expand (currently none disclosed) .
- Pledging/hedging policy: Company prohibits hedging/pledging with limited exceptions, which mitigates alignment risks; any exception would be a red flag to track .
Overall, Long brings scarce fintech/digital asset governance experience that can bolster board effectiveness on PSQ’s fintech roadmap. Controlled-company status and current lack of committee assignments temper near-term influence; future committee placement would be a positive signal for investor confidence .