Willie Langston
About Willie Langston
Willie Langston (age 66) has served as an independent director of PSQ Holdings, Inc. since December 2024 and is a Class I director with a term expiring at the 2027 annual meeting. He is a Partner at Corient (since May 2023) and co-founded Avalon Advisors in April 2001, with prior senior roles at Morgan Stanley Private Wealth Management (1996–2001), Goldman Sachs Private Wealth Management (1985–1996), and an early career at Coopers & Lybrand. He holds an MBA from Stanford University and graduated summa cum laude with a BBA from Texas A&M University, and was selected for the Board due to his financial acumen and capital markets expertise .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Corient | Partner (Houston, TX) | May 2023–Present | Asset management and advisory; executive committee experience |
| Avalon Advisors (legacy firm of Corient) | Co-Founder; Executive Committee | April 2001–May 2023 | Built and led wealth management platform |
| Morgan Stanley PWM (Texas) | Various positions; helped form division | 1996–2001 | Private Wealth Management build-out in Texas |
| Goldman Sachs PWM | Multiple roles | 1985–1996 | Senior private wealth roles |
| Coopers & Lybrand | Early career | Not disclosed | Accounting foundation |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Breakaway Ministries | Board member | Non-profit | Community involvement |
| Texas A&M University – Mays College of Business | Board member | Academic | Alumni leadership and business school engagement |
| Glorieta Camps | Chairman | Non-profit | Governance leadership |
| Second Baptist Church | Chairman of Deacons | Religious/non-profit | Community governance |
Board Governance
- Independence: The Board determined Langston is independent under NYSE standards; PSQH is a “controlled company,” so the Board is not majority independent by design .
- Committee assignments and chair roles:
- Audit Committee: Member; 2024 meetings held: 5; Langston designated an “audit committee financial expert” by the Board .
- Compensation Committee: Member; 2024 meetings held: 2; committee composed of independent directors .
- Nominating & Corporate Governance Committee: Not a member; 2024 meetings held: 2 .
- Attendance and engagement:
- Board met 12 times in 2024; each incumbent director attended ≥75% of combined Board and committee meetings during their service period; directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold separate executive sessions at least twice per year with a designated presiding independent director .
Fixed Compensation
Non-Executive Director Compensation Policy (current program):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Paid quarterly in arrears; prorated for partial service |
| Audit Committee – Chair | $20,000 | Additional annual retainer |
| Audit Committee – Member | $10,000 | Additional annual retainer |
| Compensation Committee – Chair | $15,000 | Additional annual retainer |
| Compensation Committee – Member | $5,000 | Additional annual retainer |
| Nominating & Corporate Governance – Chair | $10,000 | Additional annual retainer |
| Nominating & Corporate Governance – Member | $4,000 | Additional annual retainer |
| Annual Equity Award (RSUs) | $150,000 | Vests at 1 year; no annual award if initial award within prior 12 months |
| Initial Equity Award (RSUs) | $300,000 | Granted on appointment; 1-year vest; accelerates on change in control |
Willie Langston – 2024 Director Compensation:
| Item | Amount/Detail | Vesting/Timing |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $3,152 | Prorated for partial service in 2024 |
| Stock Awards ($) | $300,001 | Aggregate grant-date fair value (ASC 718) |
| RSUs Granted (#) | 74,627 | Grant date 12/06/2024; vests in full on 12/06/2025 |
Performance Compensation
| Award Type | Grant Date | Grant Value ($) | Metrics Tied to Award | Vesting |
|---|---|---|---|---|
| RSUs (Initial Director Award) | 12/06/2024 | $300,001 | None disclosed; time-based vesting (no PSU/option performance metrics disclosed) | Vests in full on 12/06/2025; accelerates upon change in control per policy |
Note: PSQH’s director equity awards are RSUs with time-based vesting; no performance conditions (e.g., TSR, EBITDA, ESG) are disclosed for directors .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committees/Notes |
|---|---|---|---|
| Public company boards (current) | Public | None (0) | As disclosed; no other current public boards |
| Breakaway Ministries | Non-profit | Board member | Community organization |
| TAMU – Mays College of Business | Academic | Board member | University governance |
| Glorieta Camps | Non-profit | Chairman | Governance leadership |
| Second Baptist Church | Religious/non-profit | Chairman of Deacons | Community governance |
Expertise & Qualifications
- Financial markets and wealth management expertise from Goldman Sachs and Morgan Stanley; co-founder executive experience at Avalon Advisors; current Partner at Corient .
- Designated “audit committee financial expert” by the Board; supports audit oversight effectiveness .
- Advanced education: MBA (Stanford); BBA (Texas A&M, summa cum laude) .
Equity Ownership
| Item | Shares | % of Class A | Notes |
|---|---|---|---|
| Total beneficial ownership | 222,776 | * (<1%) | As of record date 4/21/2025; less than 1% of Class A |
| RSUs outstanding (director grant) | 74,627 | N/A | Granted 12/06/2024; vest 12/06/2025; disclosed as award, not necessarily included in beneficial count unless vestable within 60 days |
| Pledging/Hedging | Prohibited (exceptions may be granted) | N/A | Insider trading policy prohibits hedging and pledging; none disclosed for directors as of record date |
Related Party Transactions & Potential Conflicts
| Transaction | Counterparty | Date | Amount/Terms | Notes/Conflict Mitigation |
|---|---|---|---|---|
| PIPE share purchase | PSQH; Purchasers included Willie Langston | 10/24/2024 close (SPA dated 10/22/2024) | 1,981,483 shares at $2.70 total across all purchasers; individual allocation to Langston not disclosed; lock-up until 1-year anniversary or change-of-control; registration rights granted | Langston was not a director at time of purchase; later appointed Dec 2024. Registration rights and lock-up standard; audit committee policies govern related person transactions post-appointment |
| Related party review policy | Audit Committee | Ongoing | Pre-approval and annual review for transactions >$120k with related persons | Policy requires audit committee review for conflicts; compensation-related matters overseen by compensation committee |
Governance Assessment
- Committee effectiveness: Langston’s audit and compensation committee memberships, plus his “audit committee financial expert” designation, strengthen oversight of financial reporting and pay practices. Audit committee met five times in 2024; compensation committee met twice, indicating formal cadence of oversight .
- Independence and controlled company risks: While Langston is independent under NYSE rules, PSQH relies on “controlled company” exemptions and does not have a majority independent board, which is a governance risk for minority shareholders. Michael Seifert holds ~51.53% voting power via Class C stock, concentrating control over outcomes .
- Alignment and pay mix: For 2024, Langston’s compensation was heavily equity-weighted ($300,001 RSUs vs $3,152 cash), aligning director incentives with shareholder value; RSUs are time-based with change-in-control acceleration, but no performance metrics are disclosed for director equity .
- Attendance and engagement: Board-wide disclosure indicates incumbents (including Langston during his service period) met minimum attendance thresholds (≥75%), and independent directors hold executive sessions at least twice per year, supporting engagement and independent oversight .
- Conflicts and related-party exposure: Langston participated in the October 2024 PIPE prior to becoming a director; terms include lock-up and registration rights typical for such financings. Post-appointment, PSQH has formal related-party review policies under the audit committee, mitigating ongoing conflict risk. No consulting agreements or other related-party payments to Langston are disclosed .
RED FLAGS
- Controlled company status and concentrated voting power (~51.53% held by CEO via Class C) may limit the practical influence of independent directors and investor voice .
- Change-in-control acceleration for director RSUs can reduce retention incentives during strategic events, though such terms are common in small-cap governance frameworks .
Positive Signals
- Audit committee financial expert designation for Langston enhances financial oversight credibility .
- Equity-heavy director pay for Langston aligns with shareholder outcomes; no hedging/pledging permitted under insider policy, supporting alignment .