McMahon OGE Form 278e (Nominee) Certified, Disclosing TMTG Independent-Director Employment Agreements — 25,946 DJT RSUs, $55,200 Cash Retainer, $18,400/Quarter Forward

Summary

Education Secretary nominee Linda McMahon electronically signed her OGE Form 278e nominee public financial disclosure on December 26, 2024; it was certified by agency ethics officials (Marcella Goodridge-Keiller, Kristina Spencer) and OGE Director David Huitema on February 5, 2025, roughly four weeks before her Senate confirmation vote (51-45, March 3, 2025). The disclosure documents a TMTG independent-director employment relationship distinct in structure from both the Bondi (shares+warrants-as-consulting-compensation) and Patel (declined-RSU) TMTG patterns: McMahon had been a paid member of Trump Media’s board since March 2024 and was accruing quarterly cash retainers plus an RSU compensation plan at the moment of nomination.

TMTG Employment Agreements at Nomination

Per Section 3 (“Filer’s Employment Agreements and Arrangements”) of the OGE Form 278e, McMahon disclosed two separate TMTG employment agreements:

Agreement #1 — Cash Director Retainer

Verbatim from the 278e:

“At the time that I signed this report, I was eligible for a cash retainer payment from Trump Media & Technology Group (TMTG). Subsequent to filing this report, I received the $55,200 cash retainer payment for work that I performed in 2024. For my services as a Director, I will receive compensation from TMTG in the fixed amount of $18,400 per quarter. Payment of this cash retainer is contingent on a Director’s continued service for the full duration of the quarter that precedes the date on which TMTG incurs the obligation to pay the retainer. If I depart TMTG prior to providing services for the full duration of a quarter, I will forfeit the applicable cash retainer for that quarter.”

Tenure date: 3/2024 (board seat start).

Agreement #2 — Restricted Stock Units (RSUs)

Verbatim from the 278e:

“Subsequent to filing this report, and pursuant to Trump Media & Technology Group’s (TMTG) Equity Incentive Plan, I was granted 6,486 vested restricted stock units (RSUs) and 19,460 unvested RSUs. The unvested RSUs vest in nine substantially equal installments beginning on March 25, 2025 and ending on March 25, 2027. My vested RSUs are paid out in the form of common stock on the third business day after TMTG’s earnings release for the respective quarter. I will forfeit any RSUs that are unvested at the time of my departure from TMTG. Not later than 90 days after my confirmation, I will divest the resulting stock from my vested RSUs.”

Tenure date: 3/2024 (board seat start).

Grant-Date Valuation

The RSU grant was executed on approximately January 28, 2025 as part of a board-wide package covering all six TMTG directors (McMahon, Kash Patel, Robert Lighthizer, Donald Trump Jr., Eric Swider, Kyle Green). At the January 28 closing price of $30.04 per share:

• 6,486 vested RSUs × $30.04 = ~$194,866 (the cash-equivalent value of the portion McMahon would take home under the 90-day divestment commitment)
• 19,460 unvested RSUs × $30.04 = ~$584,578 (forfeitable on departure; forfeited March 3, 2025)
• 25,946 total RSUs × $30.04 = ~$779,445 (notional grant-date value)

Each of the six directors received approximately 26,000 RSUs on the same terms, for a total board-package notional value of approximately $825,000. Patel publicly stated he would “not accept that compensation” (“out of an abundance of caution and to avoid any appearance of any conflict, I did not and will not accept that compensation”).

Tenure and Resignation

McMahon’s TMTG board tenure: March 2024 – March 3, 2025 (approximately twelve months).

Board committee assignments prior to resignation:

• Audit Committee (member)
• Compensation Committee (member)
• Nominating and Corporate Governance Committee (Chairperson)

Resignation effective: March 3, 2025 (same day as Senate confirmation). George Holding (former R-NC Congressman) appointed to fill the vacancy effective the same date.

Ethics-Agreement Commitments (As Disclosed on the 278e Face)

The Form 278e documents the following ethics-related commitments:

1. RSU divestment: “Not later than 90 days after my confirmation” → divestment deadline approximately June 1, 2025 (given March 3 confirmation)
2. Forfeiture of unvested RSUs: 19,460 unvested RSUs forfeited on departure from TMTG (effective March 3, 2025)
3. Partial-quarter retainer forfeiture: Q1 2025 cash retainer forfeited in part for the post-March 3 portion of the quarter

The face of the 278e does not include:

• An explicit AFPI-position disposition (McMahon is listed as continuing AFPI Chair through the filing date)
• A TKO Group divestment commitment (McMahon holds “Over $50,000,000” in TKO with $1M-$5M in dividend income)
• Any specific Department-of-Education-matter recusal language tied to TMTG or TKO
• Any Ring-Boy-lawsuit-related recusal (the October 2024 WWE sexual-abuse lawsuit names McMahon as defendant but is not addressed on the 278e)

Spouse-Proxy Concentrations

McMahon’s 278e Section 5 (Spouse’s Employment Assets) lists “None” — but Section 6 (Other Assets and Income, in McMahon’s own name) includes the residual McMahon-family WWE → TKO corporate stake:

• TKO Group Holdings Inc. (TKO): “Over $50,000,000”; dividends $1,000,001–$5,000,000
• World Wrestling Entertainment, Inc. (WWE): “None (or less than $1,001)” asset value; dividends “Over $5,000,000”
• Ares Management Corp. (ARES): $5,000,001–$25,000,000; dividends $100,001–$1,000,000

The WWE dividend stream appears to represent the wind-down residual from the 2023 TKO merger (Endeavor-Group-orchestrated combination of WWE and UFC). Vince McMahon was founding architect of TKO and resigned as TKO Executive Chair January 26, 2024, following trafficking-and-sexual-abuse civil litigation.

Net Worth and Portfolio Scale

The 278e lists total reportable assets in a range of approximately $413 million to $1.3 billion+, placing McMahon as the highest-net-worth member of Trump 2 Cabinet (the ProPublica indexed total). The portfolio is unusually municipal-bond-heavy (~200 state, county, school-district, and regional-authority bonds — largely tax-exempt general-obligation and revenue instruments) rather than corporate-equity-heavy, indicating a long-established preservation-of-capital allocation.

Structural Significance

Three-variant pattern at the Trump 2 Cabinet level. The TMTG-exposed Trump 2 appointees documented so far split into three structurally distinct categories:

The McMahon variant is structurally the cleanest “paid director” case — a bounded, documented compensation relationship treating the TMTG board seat as ongoing employment rather than a one-time consulting allocation or a legacy pre-IPO equity position. The director cash-retainer + RSU model is the compensation architecture most commonly used by S&P 500 boards; applying it to TMTG is structurally ordinary, but TMTG’s majority-shareholder-is-the-sitting-President structure makes that director compensation an ongoing financial relationship with the head of the executive branch the appointee serves.

The Liberation Day sale-window question is resolved negative. Bondi sold her DJT stock and DJTWW warrants on April 2, 2025 — the day Trump announced the tariff package that sent DJT shares into a 13% decline. That date fell within Bondi’s 90-day divestment window. McMahon’s 90-day window ran approximately March 3 – June 1, 2025, encompassing the same April 2 date. No matching Form 4 (or any other Section 16 filing) exists for McMahon reporting a sale on April 2, 2025 or any other date in 2025. SEC EDGAR’s complete filing history for McMahon’s reporting-person CIK (0001593763) shows exactly two TMTG-related filings in the entire record: a Form 3 (initial ownership, filed 2024-03-27, upon joining the board) and one Form 4 (filed 2025-01-30, period of report 2025-01-28, transaction code A — award/grant of 25,946 RSUs, not a disposition). No Form 4, Form 5, or amendment reporting a sale appears at any point from confirmation (March 3, 2025) through the present (as of this research pass, August 2026). This is a verified absence from the single most authoritative source for the transaction (SEC EDGAR is the mandatory public repository for Section 16 filings; her CIK’s complete history was pulled directly, not searched by keyword), not merely a failure to locate a filing. TMTG’s own DEF 14A proxy statement (filed 2025-03-18, accession 0001140361-25-009143) confirms McMahon “resigned from [her] position[] on the Board in 2025 and, upon resigning, forfeited future cash and equity compensation” — language describing the automatic forfeiture of the 19,460 unvested RSUs, consistent with the 278e’s own terms, and silent on the vested 6,486-share tranche. The absence of any Form 4 sale filing means one of two things: McMahon’s divestment, if it occurred, was executed through a mechanism that does not trigger Section 16 reporting (e.g., a transfer to a qualified blind trust, which is common for federal officials and exempt from Form 4 disclosure) — or the required divestment did not occur by the June 1, 2025 deadline. No OGE Periodic Transaction Report for McMahon was located either (ProPublica’s indexed disclosure page for McMahon carries no PTR). This finding weakens rather than strengthens the coordinated-sale hypothesis: it rules out the specific claim that McMahon sold on April 2 alongside Bondi, and it does not establish any alternative sale date. It surfaces a distinct, narrower question — a possible missed or non-public divestment — addressed in the Research Gaps below.

AFPI/TMTG overlap. McMahon is the only documented Trump 2 Cabinet member who simultaneously held (a) a TMTG board seat producing active compensation and (b) the AFPI Chair position (which hosted the “73 AFPI alumni into Trump 2” personnel pre-deployment — see afpi-73-alumni-into-trump-2). The combination means a single actor sat at the top of both the institutional pre-deployment pipeline and the Trump-family public-company equity-compensation stream during the transition period. That dual-role-at-the-top overlap is structurally distinct from all other documented Cabinet-level TMTG exposures.

The ring-boy lawsuit overlay. McMahon is an active defendant in WWE-era sexual-abuse negligence litigation (October 2024 filing) that was paused December 2024, allowed to proceed February 2025 (the same month as her 278e certification), and subject to her April 2025 motion to dismiss. No recusal language in the 278e addresses Department-of-Education Title IX enforcement in light of this defendant posture.

Research Gaps

• Liberation Day sale test — RESOLVED NEGATIVE (2026-08-28). McMahon did not sell on April 2, 2025 or any other 2025 date via a Form-4-reportable transaction; SEC EDGAR shows no such filing. See “Structural Significance” above for the full finding and its limits (blind-trust transfer cannot be ruled out from public records).
• Did McMahon divest by the June 1, 2025 ethics-agreement deadline at all, by any mechanism? The Form 4 absence does not resolve whether a qualified-blind-trust transfer (SEC-16-exempt) occurred, or whether the divestment obligation went unmet. Requires: (a) the full Senate HELP Committee ethics-agreement letter (may specify a blind-trust mechanism), (b) any OGE post-employment compliance disclosure or GAO/IG review of Cabinet ethics-agreement compliance, (c) a FOIA to OGE for McMahon’s compliance file (FOIA to OGE is in-bounds; this is not an RFC to an administration employee).
• Full ethics-agreement letter text — The 278e surfaces employment-agreement terms but not the complete Senate HELP Committee ethics-agreement letter, which would contain any additional recusal commitments (AFPI-adjacent, TKO-adjacent, ring-boy-lawsuit-adjacent) and might specify the divestment mechanism.
• Q1 2025 cash retainer disposition — Did McMahon receive or forfeit the $18,400 Q1 2025 cash retainer for January 1 – March 3, 2025 service? Answerable from TMTG’s 10-K exec-comp disclosure or a subsequent OGE PTR.
• TKO Group divestment/recusal terms — The 278e documents ~$50M+ TKO holdings with no visible divestment commitment. Any Department-of-Education-adjacent recusal tied to this position remains unknown.
• AFPI Chair disposition during tenure — Formal resignation, leave of absence, or ongoing service? Not resolved on the face of the 278e.

Related

• mcmahon-linda — actor profile
• 2025-01-14–bondi-oge-278e-nominee-tmtg-djt-warrants-renatus-disclosure — parallel DJT exposure (Bondi Renatus pathway)
• patel-kash — parallel TMTG board tenure (declined compensation)
• trump-donald-jr — fellow TMTG board member during McMahon’s tenure
• 2024-03-26–djt-stock-begins-trading-8-billion-valuation — DJT SPAC merger and IPO (McMahon’s board seat began at IPO)
• 2024-10-15–linda-mcmahon-wwe-sexual-abuse-lawsuit — Ring Boy lawsuit overlay
• 2025-03-11–education-department-50-percent-reduction — McMahon’s first major RIF as Secretary
• 2025-03-20–trump-executive-order-dismantle-department-of-education — EO directing McMahon to wind down her own department
• afpi-73-alumni-into-trump-2 — McMahon’s AFPI Chair role in personnel pre-deployment
• america-first-policy-institute-afpi-christian-nationalist-government-in-waiting-now-government — institutional home
• create-tmtg-19-admin-investors-financial-flows-analysis-entry — open analytical task tracking the 19-appointee TMTG pattern
• epic-inv4-trump-family-gulf-capital — parent investigation
• investigation-map-april-2026 — the four-investigation map

Conductor verification of the negative, 2026-08-28. A “no filing exists” claim is a strong one, so McMahon’s complete EDGAR filing history was re-pulled directly (data.sec.gov/submissions/CIK0001593763.json, reporting person “McMahon Linda E.”). It returns 9 filings total with no paginated overflow (files: []), so this is the whole record, not a first page:

• TMTG-era: Form 3 filed 2024-03-27 (period 2024-03-25) and one Form 4 filed 2025-01-30 (period 2025-01-28, acc. 0001474506-25-000020).
• Everything else is 2013–2016 WWE-era (three Form 4s, a Form 3, three SC 13D/A).

No Form 4, Form 5, or amendment reporting any disposition of DJT exists — not on April 2, 2025, not on any date, through 2026-08-28.

The single TMTG Form 4 was pulled at the XML level to check the transaction code, since a vesting or tax-withholding event misread as a sale is the specific error this check exists to prevent: transactionCode = **A**, acquiredDisposedCode = **A**, 25,946 shares at $0.00 — an award/grant, an acquisition, not a sale. That figure also reconciles exactly to the OGE 278e (6,486 vested + 19,460 unvested = 25,946), which independently confirms the filing describes the original grant.

Effect on the coordinated-sale reading: it weakens it. Bondi’s April 2, 2025 disposition stands as documented, but McMahon is a clean negative against a multi-appointee “Liberation Day” pattern — one appointee sold on that date, and the second appointee tested did not sell at all.

What this does NOT establish, and the distinction matters: the absence of a Form 4 shows no reportable disposition, not that the divestment commitment was met by some Form-4-exempt route (a qualified blind trust or certificate of divestiture would not generate one), nor that it went unmet. That question is open and needs the Senate HELP ethics-agreement letter or an OGE FOIA — it is not answerable from EDGAR.