James Giudice
About James Giudice
James M. Giudice, age 38, is Chief Legal Officer, General Counsel, and Secretary of PSQ Holdings, Inc. (PublicSquare), roles he has held since March 2024 after serving as General Counsel and Chief Legal Officer at Credova Financial, LLC since January 2022. He previously worked as Corporate Counsel at Markel Group Inc. (NYSE: MKL) and as a corporate attorney at Williams Mullen; he also serves as an officer in the United States Marine Corps reserve. Education: B.S. in Business Administration (Finance) from The Ohio State University Fisher College of Business and J.D. from the University of Richmond School of Law . Company performance context during his tenure: Q3 2025 net revenues from continuing operations were $4.4 million (+37% YoY); EPS improved to $(0.26) vs $(0.41) YoY; FY26 revenue guidance reaffirmed at ≥$32.0 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Credova Financial, LLC | General Counsel & Chief Legal Officer | 2022–2024 | Led legal/compliance for consumer fintech; experience relevant to PSQ’s fintech repositioning . |
| Markel Group Inc. (NYSE: MKL) | Corporate Counsel | Nov 2021–Jan 2022 | Exposure to public-company legal frameworks and insurance/financial services matters . |
| Williams, Mullen, Clark & Dobbins P.C. | Corporate Attorney | 2017–2021 | Corporate law practice supporting transactions and governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United States Marine Corps Reserve | Officer | Ongoing | Leadership and discipline credentials; supports risk management mindset . |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $350,000 | Per employment agreement executed in connection with Credova Merger closing . |
| Target Bonus % | 35% of base salary | Annual bonus target; payout subject to performance and committee oversight . |
Performance Compensation
| Instrument | Grant Size | Grant/Plan Reference | Vesting Schedule | Performance Metrics | Notes |
|---|---|---|---|---|---|
| RSUs | 150,000 RSUs | Granted under PSQ 2023 Stock Incentive Plan (subject to Board approval) | Time-based: one-third vests on each of first three anniversaries of grant date (service-contingent) | None disclosed (time-based award) | No options or PSUs disclosed for Giudice . |
Equity Ownership & Alignment
- Hedging and derivatives are prohibited for directors, executive officers, employees, and consultants; short sales, options, collars, swaps, and any hedging transactions are not permitted .
- Pledging company securities is prohibited, with narrow exceptions requiring approval by the CFO or Chief Legal Officer and General Counsel, and Audit Committee approval for directors/executive officers; margin purchases also prohibited .
- Trading controls: Regular and corporate-news blackout periods apply; all covered insiders must obtain written pre-clearance from the CFO or Chief Legal Officer and General Counsel before trading; 10b5-1 plans are permitted subject to review .
- Stock ownership guidelines: The company does not maintain formal executive officer ownership guidelines; compensation committee believes existing holdings provide alignment .
- Individual beneficial ownership for Giudice was not itemized in the 2025 proxy’s named executive officer ownership table (which listed other executives and the group total); thus, no share count or % outstanding is disclosed for him in that filing .
Employment Terms
| Term | Provision | Economics/Duration |
|---|---|---|
| Employment Status | At-will | Standard U.S. employment. |
| Restrictive Covenants | Confidentiality, non-compete, non-solicitation (employees/consultants/customers/suppliers), non-disparagement | Customary post-employment protections; specific durations not detailed in the 8-K excerpt . |
| Severance (Outside Change-in-Control Period) | If terminated by the Company without Cause or by Giudice with Good Reason | 12 months base salary continuation; lump sum equal to 100% of actual annual bonus (pro-rated for year of termination); up to 12 months COBRA . |
| Severance (Within Change-in-Control Period) | If terminated by the Company without Cause or by Giudice with Good Reason | Lump sum of 15 months base salary + 125% of target bonus; lump sum equal to 100% of target bonus (pro-rated); up to 15 months COBRA; 100% acceleration of all outstanding unvested time-based stock awards . |
| 280G Cutback | Limited cutback (best-net or reduce to $1 below excise threshold) | Receives greater of best net after-tax or reduced amount just below 4999 excise trigger . |
Performance & Track Record
- Regulatory resolution: The CFPB closed its multi-year investigation into Credova (PSQ’s credit business) with a letter addressed to Giudice; closure removed a regulatory overhang and criticized prior conduct by the Bureau; the letter referenced December 2024 proposed demands and timing considerations .
- Operating context: Q3 2025 net revenues (continuing ops) of $4.4M (+37% YoY), improved EPS and reaffirmed FY26 revenue guidance (≥$32M) and Q4 2025 segment guidance (Payments $2.4M; Credit $3.6M) underscore progress on the fintech-focused strategy .
Compensation Committee Analysis
- Composition (2025): Blake Masters (Chair), James Rinn, Willie Langston; all independent per NYSE standards; committee met twice in 2024 .
- Authority and responsibilities: Oversees executive/director compensation, administers Incentive Plan and ESPP, approves employment agreements, can retain independent advisors, and manages CEO and senior executive compensation processes .
- Corporate governance: Company is a “controlled company” under NYSE rules (driven by Seifert’s Class C voting control), allowing certain committee composition exemptions; board independence and committee memberships detailed in proxy .
Investment Implications
- Alignment: Time-based RSUs (three-year vest) and prohibited hedging/pledging policies reduce misalignment risk and dampen near-term insider selling incentives; pre-clearance and blackout controls further constrain opportunistic trading .
- Retention: The CIC severance (15 months base + 125% target bonus + full time-based equity acceleration) and outside-CIC severance (12 months + pro-rated bonus) provide meaningful protection, suggesting low immediate retention risk absent corporate control changes; restrictive covenants reinforce post-termination protection .
- Pay-for-performance: Bonus target is defined (35% of base), but specific performance metrics and weightings for Giudice are not disclosed; equity is time-based rather than performance-based, tilting compensation toward retention rather than explicit metric-driven outcomes .
- Regulatory execution: Closure of the CFPB investigation into Credova reduces headline/regulatory risk around PSQ’s credit operations; as CLO/GC, Giudice’s role in navigating and resolving regulatory matters supports risk management and strategic execution in fintech repositioning .
- Trading signals: No Form 4 data retrieved here; however, insider trading controls (pre-clearance, blackout, 10b5-1 plans) imply sales will likely occur in structured windows, moderating surprise selling pressure .
Note: No individual Form 4 transactions for James Giudice were available in this response. All figures and terms above reflect disclosed filings cited.