Nick Ayers
About Nick Ayers
Nick Ayers (age 42) has served as a director of PSQ Holdings, Inc. since July 2023. He was Assistant to President Donald Trump and Chief of Staff to Vice President Mike Pence from 2017–2019, is Partner and a director at C6 Creative Consulting, Inc. (founded 2019), and serves on the board of Veeam Software Group GmbH; he holds a B.A. in Political Science from Kennesaw State University . As of the record date, he serves as a Class III director (term expires in 2026) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | Assistant to President Donald Trump; Chief of Staff to Vice President Mike Pence | 2017–2019 | Senior leadership shaping high‑profile initiatives |
| C6 Creative Consulting, Inc. | Partner and director; Founder | 2019–present | Outreach/marketing and growth initiatives for PSQ via consulting agreement |
| Veeam Software Group GmbH | Board member | Not disclosed | Partnered with Insight Venture Partners; board seat |
| Holmsted, LLC | President & CEO | Not disclosed | Entrepreneurial leadership |
| Ayers Family Holdings, LLC | President & CEO | Not disclosed | Entrepreneurial leadership |
| Church of the Apostles (Atlanta) | Vestry member | 2019–2023 | Governance in non‑profit setting |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Veeam Software Group GmbH | Director | No (private) | Board service noted in biography |
| Other public company boards | — | — | Ayers currently serves on 0 other public company boards |
Board Governance
- Independence: Ayers is not classified as an independent director; NYSE independence applies to other named directors, and PSQH relies on “controlled company” exemptions .
- Committee roles: Chair, Nominating and Corporate Governance Committee (members: Nick Ayers (chair), Davis Pilot III (independent), Blake Masters); committee held two meetings in 2024 .
- Board attendance: The Board met 12 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service .
- Executive sessions: Independent directors hold separate executive sessions at least twice per year .
| Committee | Role | Independence of Members | 2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Chair (Ayers) | Not all independent; controlled company exemption utilized | 2 |
| Audit | Member roster: Rinn (Chair), Pilot III, Masters, Langston | All members independent | Not disclosed |
| Compensation | Member roster: Masters (Chair), Rinn, Langston | All members independent | 2 |
Fixed Compensation
| Component (Director, 2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 44,000 | Fees earned or paid in cash |
| All Other Compensation | 187,500 | Consulting fees to C6 Creative Consulting, Inc. |
| Total cash + other | 231,500 | Sum of cash fees and other |
| Director equity grant (fair value) | 566,201 | Aggregate grant date fair value of RSUs |
| Total compensation | 797,701 | 2024 director total |
Director Compensation Policy (current):
| Term | Compensation |
|---|---|
| Annual Board Cash Retainer | $40,000 |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000 |
| Committee Member Retainers | Audit $10,000; Compensation $5,000; Nominating & Corporate Governance $4,000 |
| Annual Equity Award (non‑employee directors) | $150,000 in RSUs; vests on 1st anniversary; accelerates on change‑in‑control |
| Initial Equity Award (non‑employee directors) | $300,000 in RSUs; vests on 1st anniversary; accelerates on change‑in‑control |
Performance Compensation
- The director RSU awards are time‑based; no performance metrics (e.g., revenue, EBITDA, TSR) disclosed for director equity awards .
| Grant Date | Instrument | Shares (#) | Vesting Schedule |
|---|---|---|---|
| 01/26/2024 | RSUs | 120,000 | 30,000 vested 01/31/2024; 60,000 scheduled for 05/03/2024 forfeited on 02/27/2024; 30,000 vested 11/01/2024 |
| 06/05/2024 | RSUs | 46,440 | Vests in full 06/05/2025, subject to continued service |
| 10/01/2024 | RSUs | 40,000 | Vested in full 10/31/2024 |
Consulting Agreement terms (C6 Creative Consulting, Inc.):
- Monthly fee $30,000; RSU grant 120,000 with vest schedule (25% immediate; 50% on 05/03/2024; 25% on 11/01/2024); 60,000 forfeited on 02/27/2024; agreement terminated prior EveryLife agreement .
Performance Metric Table (directors)
| Metric | Disclosed? | Notes |
|---|---|---|
| Financial/TSR/Operational metrics tying director awards | Not disclosed | Director RSUs are time‑based; no performance criteria disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 |
| Registration Rights Agreement participants | Includes Nick Ayers, Jamie F. Ayers, and the J. Nicholas Ayers Irrevocable Trust, among other investors |
| Controlled company status | PSQH is a controlled company under NYSE rules; exempt from certain independence requirements |
Expertise & Qualifications
- Entrepreneurial and government leadership experience (White House senior roles; multiple private enterprises) .
- Board service at Veeam Software Group GmbH; partner with Insight Venture Partners .
- Education: B.A., Political Science, Kennesaw State University .
- Selected for the Board “due to his experience as an entrepreneur and in government” .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | Voting % | Notes |
|---|---|---|---|---|
| Nick Ayers (aggregate) | 1,345,644 | 3.18% | 1.54% | Business address: 3290 Northside Parkway, Suite 675, Atlanta, GA 30327 |
| Breakdown: Nick Ayers | 343,891 | — | — | Personal Class A common stock |
| Breakdown: Jamie Ayers (spouse) | 651,423 | — | — | Ayers disclaims beneficial ownership |
| Breakdown: J. Nicholas Ayers Irrevocable Trust (Oct 2021) | 350,330 | — | — | Ayers disclaims beneficial ownership |
| C6 Creative Consulting, Inc. (vested RSUs) | 30,000 | — | — | Fully vested RSUs held by C6; Ayers managing partner |
| Earnout Equity Awards eligibility (Ayers) | Up to ~245,548 shares | — | — | Eligibility noted; timing/form not determinable |
Policies:
- Hedging/derivatives prohibited; pledging prohibited except extraordinary approved exceptions; directors may use 10b5‑1 trading plans, but none had plans in effect as of the record date .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post‑Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025‑06‑10 | 2025‑06‑05 | M (exempt) | 46,440 | $0.00 | 1,392,084 | https://www.sec.gov/Archives/edgar/data/1847064/000183018825000045/0001830188-25-000045-index.htm |
| 2025‑06‑23 | 2025‑06‑18 | A (award) | 71,429 | $0.00 | 1,463,513 | https://www.sec.gov/Archives/edgar/data/1847064/000147450625000117/0001474506-25-000117-index.htm |
| 2024‑11‑04 | 2024‑01‑31 | A (award; amendment) | 30,000 | $0.00 | 1,245,999 | https://www.sec.gov/Archives/edgar/data/1847064/000147450624000230/0001474506-24-000230-index.htm |
Compliance Note:
- The company disclosed a late Form 4 for “Nicholas Ayers” reporting the vesting of RSUs on September 25, 2024; subsequently reported on November 4, 2024 .
Governance Assessment
- Committee leadership and independence: Ayers chairs the Nominating & Corporate Governance Committee, which is not fully independent; PSQH relies on controlled company exemptions—this can reduce perceived board independence and checks/balances on nominations .
- Conflicts/related party exposure: Ayers has a paid consulting agreement ($30,000/month) and received RSUs in that capacity, creating a potential conflict lens when overseeing governance and nominations; these arrangements are disclosed under related party transactions .
- Attendance and engagement: Board met 12 times in 2024, with all incumbents meeting the ≥75% attendance threshold—no attendance red flags disclosed .
- Ownership alignment: Ayers’ beneficial stake is ~3.18% of Class A; plus Earnout eligibility and vested RSUs via C6 indicate meaningful economic exposure, though he disclaims spouse and trust holdings .
- Risk indicators: Late Section 16 filing in 2024 for Ayers (subsequently corrected) is a compliance blemish; hedging/pledging are prohibited which supports alignment .
- Other directorships/interlocks: No current public company boards, limiting external public market interlocks; private board at Veeam noted .
RED FLAGS
- Non‑independent committee chaired by Ayers under controlled company status (reduced independent oversight of nominations) .
- Related‑party consulting (cash + RSUs) while serving as director and governance committee chair (potential conflicts) .
- Late Section 16 filing for RSU vesting in 2024 (corrected later) .