DEF 14A of GrabAGun Digital Holdings Inc.
Filed Apr 30, 2026 · FY20260001193125-26-194341
Recommendation of the Board
Recommendation of the Board
Recommendation of the Board
| | THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. |
Recommendation of the Board
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Recommendation of the Board
Nominees for Our Board of Directors Set forth below are the nominees for election as directors for terms expiring at the 2027 Annual Meeting of Shareholders. Messrs. Nemati and Vittitow are also being nominated for election as directors and their information is included in the “Executive Compensation” section below, beginning on page 26.
Recommendation of the Board
| Chris Cox | | | Director President of Capitol 6 Advisors LLC Age 55 | Professional Highlights Chris Cox has served as a director of the Company since the closing of the Business Combination on July 15, 2025. Mr. Cox has been the President of Capitol 6 Advisors LLC, a consulting firm that provides long-range strategic public policy and public affairs consulting, crisis management and brand positioning services, since July 2019 and the President of Caliber Contact, a company providing campaign services, since April 2023. Mr. Cox served various roles at the National Rifle Association of America (“NRA”), most recently as the Executive Director of the NRA’s Institute for Legislative Action from April 2002 to July 2019. Mr. Cox has appeared on a variety of national news programs and networks, including Fox News Sunday, Tucker Carlson Tonight, Hannity, The Kelly File with Megyn Kelly, This Week with George Stephanopoulos, CNN, ABC, NBC and CBS. He has been published in The New York Times, the Washington Post, and other publications and was a primetime speaker during the 2016 Republican National Convention. Qualifications Mr. Cox’s extensive experience in the legislative field for gun rights and public affairs makes him well-qualified as a member of the Board. Education Mr. Cox is a graduate of Rhodes College in Memphis. |
Recommendation of the Board
| 2026 PROXY STATEMENT | 5 |
Recommendation of the Board
| Andrew J. Keegan | | | Director Chief Financial Officer of MAS HVAC Age 42 | Professional Highlights Andrew J. Keegan has served as a director of the Company since the closing of the Business Combination on July 15, 2025. Mr. Keegan serves as the Chief Financial Officer of MAS HVAC, a designer and producer of cooling solutions for the industrial and data center space. Prior to that, he served as the Chief Financial Officer of Revelyst Inc., a designer and manufacturer of outdoor products, from November 2024 until September 2025. Revelyst was a New York Stock Exchange-listed company until its acquisition by a private equity firm in January 2025. Revelyst was initially spun off in November 2024 from Vista Outdoor Inc., where Mr. Keegan previously served in various roles from February 2015 to November 2024. Vista Outdoor was a New York Stock Exchange-listed company with a portfolio of multiple brands across the outdoor recreation and shooting sports industry. He served as the Chief Financial Officer of Vista Outdoor from November 2022 to November 2024. Mr. Keegan served as the Director of SEC Reporting at Alliant Techsystems Inc. (ATK), the predecessor of Vista Outdoor, from October 2012 to February 2015. Mr. Keegan began his career as an accountant at Deloitte in its audit department from 2006 to 2012, auditing both publicly traded and privately held companies. Qualifications Mr. Keegan’s extensive executive leadership experience as a public company executive officer in finance, accounting and treasury and knowledge of the outdoor recreation and shooting sports industry makes him well-qualified as a member of the Board. He also brings transactional expertise in mergers and acquisitions and capital markets. Education Mr. Keegan received his bachelor’s degree in accounting and management from St. John’s University. |
Recommendation of the Board
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Recommendation of the Board
| Collins Iyare Idehen Jr. | | | Director Age 42 | Professional Highlights Collins Iyare Idehen Jr., professionally known as Colion Noir, has served as a director of the Company since the closing of the Business Combination on July 15, 2025. Mr. Idehen is an attorney, Second Amendment rights advocate, and influential media personality. His legal practice in Texas is focused on Second Amendment rights. His commentary on gun rights led to his collaboration with the NRA in 2013. In May 2014, he hosted the web series “NOIR,” combining his legal expertise with his passion for firearms to engage a broad audience. Beyond his work with the NRA, Mr. Idehen has established a significant digital presence. Through his YouTube channel, he provides insightful commentary on firearm-related topics, legal analyses, and discussions on constitutional rights. Mr. Idehen’s contributions extend to traditional media as well. His media appearances include guest spots on platforms such as “The Joe Rogan Experience” and HBO’s “Real Time with Bill Maher,” where he discusses topics ranging from gun rights to broader social issues. Qualifications Mr. Idehen’s experience as a Second Amendment rights attorney and his established voice in the discourse on gun rights and constitutional freedoms makes him well-qualified as a member of the Board. Education Mr. Idehen received his Bachelor of Arts in Political Science from the University of Houston, followed by a Juris Doctor from the Thurgood Marshall School of Law at Texas Southern University. |
Recommendation of the Board
| 2026 PROXY STATEMENT | 7 |
Recommendation of the Board
| Blake Masters | | | Director Director of PSQ Holdings, Inc. Age 39 | Professional Highlights Blake Masters has served as a director of the Company since the closing of the Business Combination on July 15, 2025. Mr. Masters has been a director of PSQ Holdings, Inc. (NYSE: PSQH), a payments and financial infrastructure company that builds and operates financial infrastructure in highly regulated environments for industries underserved by traditional financial institutions, since July 2023. Mr. Masters is a successful entrepreneur and venture capital investor. Mr. Masters co-founded Judicata, Inc., a legal intelligence software company, in 2012 and served as its co-founder until 2014. From February 2018 to March 2022, Mr. Masters was the Chief Operating Officer of Thiel Capital, an investment firm that specializes in the technology sector. From July 2015 to March 2022, Mr. Masters also served as the President of the Thiel Foundation, a nonprofit that promotes science and innovation, and currently serves on the foundation’s board of directors. Mr. Masters was Arizona’s GOP nominee for the U.S. Senate in 2022. In 2014, Mr. Masters co-authored with Peter Thiel, the book “Zero to One: Notes on Startups, or How to Build the Future,” which quickly became a #1 New York Times bestseller in the U.S., selling more than 3 million copies globally. Qualifications Mr. Masters’ deep background in technology growth companies, as an entrepreneur and investor, and his experience as a public company director make him well-qualified as a member of the Board. Education Mr. Masters received his J.D. from Stanford Law School and his B.S. degree in Political Science from Stanford University. |
Recommendation of the Board
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Recommendation of the Board
| Kelly Reisdorf | | | Director Chief Executive Officer of USA Shooting Inc. Age 47 | Professional Highlights Kelly Reisdorf has served as a director of the Company since the closing of the Business Combination on July 15, 2025. Ms. Reisdorf has served as the Chief Executive Officer of USA Shooting Inc., the national governing body for Olympic shooting sports under the United States Olympic & Paralympic Committee (“USOPC”), since March 2024. In this capacity, she oversees all strategic, operational, and financial aspects of the organization, including elite athlete development programs, national team operations, revenue generation, stakeholder relations, and compliance with USOPC and international federation requirements. Also, Ms. Reisdorf has served as the Chief Executive Officer of Atlas Advisory Group LLC, a strategic communications firm specializing in crisis support, special situations, shareholder activist scenarios, corporate governance, and restructuring/turnaround activities since December 2022 and is a founder of the firm. From April 2015 to December 2022, Ms. Reisdorf served various roles at Vista Outdoor Inc., which was a New York Stock Exchange-listed company with a portfolio of multiple brands across the outdoor recreation and shooting sports industry. She served as the Chief Communications Officer and General Manager of Vista Outdoor from April 2018 to December 2022, overseeing communications, government affairs, and investor relations functions. Qualifications Ms. Reisdorf’s executive leadership experience, corporate governance expertise, and extensive experience operating in the outdoor recreation and shooting sports industry and knowledge of the broad range of products used in the industry make her well-qualified as a member of the Board. Education Ms. Reisdorf holds a Bachelor of Arts in Business Administration from Bethel University and a Master of Business Administration with a concentration in Accounting from Capella University. She is currently pursuing a Ph.D. in Public Policy at Liberty University, where her doctoral research focuses on Chinese Affairs and their implications for global policy. |
Recommendation of the Board
| 2026 PROXY STATEMENT | 9 |
Recommendation of the Board
| Donald J. Trump Jr. | | | Director Director of Trump Media & Technology Group Corp Age 48 | Professional Highlights Donald J. Trump Jr. has served as a director of the Company since the closing of the Business Combination on July 15, 2025. Mr. Trump has served as a Partner at 1789 Capital, an investment firm that provides financing to companies in the budding EIG economy, since November 2024. Mr. Trump has served as an Executive Vice President at The Trump Organization since September 2001, where he helps oversee the company’s extensive real estate portfolio, media and other business interests around the globe. Over the course of his career, Mr. Trump has played a critical role in many of the company’s most successful real estate development projects, including the Trump International Hotel & Tower in Chicago, Trump International Hotel in Washington D.C. and many others. Mr. Trump’s involvement in those projects was extensive, ranging from the initial deal evaluation stage, analysis and pre-development planning to construction, branding, marketing, operations, sales, and leasing. Mr. Trump has also spearheaded efforts to further expand the Trump brand globally and has overseen large segments of The Trump Organization’s commercial leasing business involving properties such as Trump Tower on Fifth Avenue and 40 Wall Street in downtown Manhattan. Since December 2024, Mr. Trump has served on the board of directors of PSQ Holdings, Inc. (NYSE: PSQH). Since December 2024, Mr. Trump has served as a consultant to GrabAGun. Since March 2024, Mr. Trump has served on the board of directors of Trump Media & Technology Group Corp. (NASDAQ: DJT). In addition to his real estate interests, Mr. Trump is an accomplished and sought-after speaker. He has spoken extensively throughout the United States and around the world and maintains an influential social media presence. He was also featured as an advisor on the highly acclaimed NBC shows “The Apprentice” and “The Celebrity Apprentice.” Qualifications Mr. Trump’s extensive business experience, executive leadership experience and prior public company board service make him well qualified to serve as a member of the Board. Education Mr. Trump received his bachelor’s degree in Finance and Real Estate from the Wharton School of Finance at the University of Pennsylvania. |
Recommendation of the Board
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Limitation on Liability and Indemnification of Directors and Officers
Limitation on Liability and Indemnification of Directors and Officers Our Amended and Restated Certificate of Formation and Amended and Restated Bylaws, which were effective upon consummation of the Business Combination (collectively, the “Charter Documents”), contain provisions that, to the fullest extent permitted by Texas law, eliminate the personal liability of GrabAGun’s directors and certain officers for monetary damages resulting from breaches of certain fiduciary duties as a director or officer. The Charter Documents require GrabAGun to indemnify and advance expenses to, to the fullest extent permitted by applicable law, its directors, officers and agents. GrabAGun plans to maintain a directors’ and officers’ insurance policy pursuant to which GrabAGun’s directors and officers are insured against liability for actions taken in their capacities as directors and officers. Finally, the Charter Documents prohibit any retroactive changes to the rights or protections or increasing the liability of any director or officer in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. We believe these provisions in the Charter Documents are necessary to attract and retain qualified persons as directors and officers. In addition, GrabAGun has entered into separate indemnification agreements with our directors, officers, and certain employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Texas Business Organizations Code. These agreements, among other things, require GrabAGun to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of GrabAGun’s directors or officers or any other company or enterprise to which the person provides services at GrabAGun’s request.
Limitation on Liability and Indemnification of Directors and Officers
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Corporate Governance Guidelines and Code of Business Conduct
| | Fees Earned or | | | | Name | Paid in Cash (1) | Stock Awards (2) | Total | | Kelly Reisdorf | $23,695 | $150,001 | $173,696 | | Chris Cox | $12,555 | $150,001 | $162,556 | | Andrew J. Keegan | $16,371 | $150,001 | $166,372 | | Collins Idehen Jr. | $12,555 | $150,001 | $162,556 | | Blake Masters | $13,601 | $150,001 | $163,602 | | Donald J. Trump Jr. | $10,463 | $150,001 | $160,464 | | Dusty Wunderlich | $12,555 | $150,001 | $162,556 |
Recommendation of the Board
| Name and Position | Years | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | All Other Compensation ($)(3)(4) | Total ($) | | Marc Nemati, | 2025 | 354000 | 222,825 | 910,000 | — | 904,700 | 2,391,525 | | President and Chief Executive Officer | 2024 | 180,000 | — | — | — | 1,111,600 | 1,291,600 | | Matthew Vittitow, | 2025 | 296,123 | 83,632 | 455,000 | — | 895,000 | 1,729,755 | | Chief Operating Officer | 2024 | 180,000 | — | — | — | 1,105,000 | 1,285,000 | | Justin C. Hilty, | 2025 | 296,123 | 83,632 | 455,000 | — | 906,992 | 1,741,747 | | Chief Financial Officer | 2024 | 180,000 | — | — | — | 1,112,200 | 1,285,000 |
Other Agreements with Directors and Officers of the Company
Other Agreements with Directors and Officers of the Company