Davis Pilot III
About Davis Pilot III
Independent Class III director at PSQ Holdings, Inc. since July 2023; age 38 as of the 2025 record date. Currently Critical Facilities Director at Uniti Fiber; prior roles include Operations Strategic Analyst (2013), Critical Facilities Manager (2015), and Director (2017). Holds a B.S. in Business Administration and Entrepreneurship and an MBA from the University of Mobile. Determined by the Board to be independent under NYSE standards; term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uniti Fiber | Operations Strategic Analyst | 2013–2015 | Strategy analysis for operations |
| Uniti Fiber | Critical Facilities Manager | 2015–2017 | Led critical facilities operations |
| Uniti Fiber | Critical Facilities Director | 2017–present | Oversees critical facilities for telecom infrastructure provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Uniti Fiber | Critical Facilities Director | 2017–present | Telecommunications infrastructure provider; operational leadership |
| Public Company Boards | Current Count |
|---|---|
| Other public company directorships | 0 |
Board Governance
- Independence: Board determined Davis Pilot III qualifies as an independent director under NYSE rules; PSQH is a controlled company and does not maintain a majority-independent board .
- Committee memberships:
- Audit Committee member (Chair: James Rinn); audit met 5 times in 2024 .
- Nominating & Corporate Governance Committee member (Chair: Nick Ayers; committee relies on controlled company exemption); met 2 times in 2024 .
- Attendance: Board held 12 meetings in 2024; each incumbent director attended ≥75% of aggregate board and committee meetings during their service period .
- Executive sessions: Independent directors hold separate sessions at least twice per year .
- Audit Committee Report: Signed by Rinn (Chair), Davis Pilot III, Blake Masters, and Willie Langston .
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Audit | James Rinn | Davis Pilot III; Blake Masters; Willie Langston | 5 |
| Compensation | Blake Masters | James Rinn; Willie Langston | 2 |
| Nominating & Corporate Governance | Nick Ayers | Davis Pilot III; Blake Masters | 2 |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Paid quarterly in arrears |
| Audit Committee Member Retainer | $10,000 | Member fee (non-chair) |
| Nominating & Corporate Governance Member Retainer | $4,000 | Member fee (non-chair) |
| Total Cash Fees Earned (2024) | $54,000 | Reported for Davis Pilot III |
Performance Compensation
- Structure: Annual RSU awards to non-employee directors; initial RSU award $300,000 at first appointment; annual RSU award $150,000 thereafter; time-based vesting, with full acceleration upon change in control .
- 2024 Grant: RSUs granted to Davis Pilot III on June 5, 2024; 46,440 RSUs; fair value $150,001; vests in full on June 5, 2025 (subject to continued service) .
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value (USD) | Vesting Schedule |
|---|---|---|---|---|
| 06/05/2024 | RSUs | 46,440 | $150,001 | 100% on 06/05/2025 (service-based) |
| Policy Reference | RSUs | Initial: $300,000; Annual: $150,000 | — | One-year vest; accelerates upon change-in-control |
No director performance metrics (e.g., TSR/EBITDA targets) are tied to director equity awards; vesting is time-based .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Other public company boards | None currently |
| Registration Rights Agreement | Party to Amended and Restated Registration Rights Agreement at closing via Fountain Ripple entities; grants demand and piggy-back registration rights for resales of Class A shares; includes indemnification provisions . |
| Related consulting/financing relationships (context) | Multiple Board-related consulting agreements exist for other directors; Audit Committee oversees RPTs per policy. Davis-related financing detailed below . |
Related Party Transactions (Potential Conflicts)
| Date | Counterparty/Structure | Amount/Terms | Notes |
|---|---|---|---|
| 06/12/2023 | Fountain Ripple III, LLC (manager: Davis Pilot III) subscription to Private PSQ Convertible Debt Notes | $2.9 million; 5% mandatorily convertible notes converting into equity at closing | Pre-Business Combination financing participation by director-affiliated entity . |
| 03/13/2024 | Affiliates of Davis Pilot III purchase 9.75% convertible notes (March Private Placement Notes) | $10,000,000; proceeds escrowed until shareholder approval; conversion price $4.63641; convertible at holder option | Registration rights and 12-month lock-up; shareholder support agreement with CEO to support proposals; funds released 05/03/2024 . |
| 08/13/2024 | Affiliates of Davis Pilot III purchase 9.75% convertible notes (August Private Placement Notes) | $10,000,000; conversion price $4.63641; convertible at holder option | Board approval via unanimous written consent; same registration rights and lock-up regime . |
| Conversion capacity (aggregate) | Notes convertible into ~2,156,842 Class A shares at initial conversion price | Automatic price adjustments for corporate actions; potential dilution/ownership influence . |
Expertise & Qualifications
- Telecommunications and critical infrastructure operations expertise; director role selection “due to his experience growing businesses” .
- Not designated an “audit committee financial expert” (committee’s financial experts are Rinn and Langston) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | Voting % | Notes |
|---|---|---|---|---|
| Davis Pilot III | 2,210,957 | 5.22% | 2.53% | Shares held via Fountain Ripple, LLC; Fountain Ripple II, LLC; Fountain Ripple III, LLC; Mr. Pilot is manager of each; based on Schedule 13D . |
Insider trading policy prohibits hedging and pledging Company securities, with limited exceptions; as of the record date, none of the directors had a 10b5-1 trading plan in effect .
Governance Assessment
-
Strengths
- Independent director with operational telecom expertise; serves on Audit and Nominating & Governance committees, participates in executive sessions; signed Audit Committee Report; met ≥75% attendance threshold .
- Director compensation is equity-heavy (~73% equity, 27% cash in 2024), supporting ownership alignment; RSUs vest time-based with change-in-control acceleration consistent with market practice .
-
Risks and RED FLAGS
- Controlled company status: Board not majority independent; Nominating & Governance Committee not fully independent under NYSE, relying on controlled company exemptions—potentially weaker checks on related party oversight .
- Significant related-party financing: Affiliates of Davis Pilot III purchased $20 million of 9.75% convertible notes with registration rights and lock-ups; notes convertible into ~2.16 million shares. While these financings provided capital, they create potential conflicts around pricing, terms, and future conversions; monitor Audit Committee oversight and disclosure of any amendments .
- Insider policy allows pledging exceptions in extraordinary cases; though prohibited generally, exceptions could weaken alignment if granted. No director trading plans were active as of record date .
-
Additional observations
- Beneficial ownership of 5.22% indicates material skin-in-the-game; combined with RSU grants, alignment is strong; however, conversion of affiliated notes could alter ownership dynamics and investor dilution—monitor conversions and resale registrations .
- Board and committee meeting cadence (12 board; 5 audit; 2 comp; 2 nom/gov) suggests active governance; continued transparency on RPT reviews is important under policy .