DEF 14A of Venu Holding Corp
Filed Aug 21, 2026 · FY20250001493152-26-039659
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Composition and Election
Board Composition and Election Our Amended and Restated Articles of Incorporation and our Bylaws provide for the business and affairs of the Company to be managed by our Board and authorize the Board to fix from time to time the number of directors serving on the Board, provided that the Board must have at least one director. Our Board currently consists of seven directors. The Company has decided not to nominate two of its current directors, Heather Atkinson and Matt Craddock, for re-election to the Board. Ms. Atkinson and Mr. Craddock will continue to serve as directors until the Annual Meeting, and Ms. Atkinson will continue to serve as the Company’s Chief Financial Officer after the Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, each of the Company’s other five current directors is being nominated for re-election to the Board. Directors are elected annually and hold office until their respective successors are duly elected and qualified. With the exception of two of our director nominees, Ronald Bension and Jamie Gronowski, each of our other director nominees currently serves as a director of the Company. Unless otherwise specified in the enclosed form of proxy, it is the intention of the persons named in the proxy to vote the shares represented by the proxy FOR the election of the nominees set forth below. Although it is anticipated that each nominee will be available to serve as a director, should any nominee become unavailable to serve, the proxies will be voted for such other person as may be designated by the Board. Each director on our Board will continue to serve until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification, or removal from the Board.
Board Nominations
Board Nominations The Board has established a Nominating and Corporate Governance Committee that operates pursuant to a charter adopted by the Board. The Nominating and Corporate Governance Committee recommended each of the current director nominees, which recommendations were subsequently confirmed by the Board of Directors. Directors are not restricted to term limits, but the Board considers each director’s tenure, level of involvement on the Board, and other attributes and qualities to determine whether to approve a director as a nominee for re-election.
Procedures for Nominating Directors to the Board
Procedures for Nominating Directors to the Board Our Bylaws establish advance notice requirements that shareholders must meet to make any nominations for election to our Board or to submit other business to be acted upon at shareholder meetings. To be timely for purposes of an annual meeting of shareholders, a shareholder’s notice must be received by the Company’s secretary at the Company’s principal executive offices (i) not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of shareholders (if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 70 days after the anniversary of the previous year’s annual meeting), or (ii) with respect to any other annual meeting of shareholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the tenth day following the date on which the Company first publicly announces the meeting date. To be timely for purposes of a special meeting of shareholders, a shareholder’s notice must be received not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the special meeting or the tenth day following the Company’s public announcement of the meeting date. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders if provided with the following: (i) evidence, in accordance with Rule 14a-8 under the Exchange Act, of compliance with shareholder eligibility requirements; (ii) the written consent of the candidate(s) for nomination as a director and verification as to the accuracy of the biographical and other information submitted in support of the candidate; (iii) a resume or other written statement of the qualifications of the candidate(s) for nomination as a director; and (iv) all information regarding the candidate(s) and the submitting shareholder that would be required to be disclosed in a proxy statement filed with the SEC if the candidate(s) were nominated for election to the Board. Any recommendations received from shareholders will be evaluated in the same manner that other potential nominees are evaluated. Any shareholder that wishes to present a director candidate for consideration should submit the information identified above pursuant to the procedures set forth above under “Communications with the Board of Directors.” With respect to the timing of shareholder nominations for the 2027 Annual Meeting, please see the discussion set forth below under “Shareholder Proposals For 2027 Annual Meeting.” The Company received no nominations of board candidates from any shareholders for this year’s Annual Meeting.
Director Nominee Information
Director Nominee Information Certain information concerning each director nominee as of the Record Date is set forth below.
Director Nominee Information
| Director Nominee | Age | Director Since | Current Company Position(s) | | JW Roth | 63 | April 2021 | Chairman and Chief Executive Officer | | Steve Cominsky | 56 | April 2021 | Director (1) (2) (3) | | David Lavigne | 64 | December 2023 | Director (1) (2) (3) | | Mitchell Roth | 36 | April 2021 | Director | | Thomas Finke | 62 | May 2025 | Director (1) (2) (3) | | Ronald Bension | 72 | – | Director Nominee and Advisor to Chief Executive Officer | | Jamie Gronowski | 72 | – | Director Nominee |
Director Nominee Information
| (1) Member of the Audit Committee. | | (2) Member of the Compensation Committee. | | (3) Member of the Nominating and Corporate Governance Committee. |
Director Nominee Information
The business experience, qualifications, attributes, and skills that led the Nominating and Corporate Governance Committee to nominate each director nominee are provided below.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the Debentures or the Warrants except to the extent of their beneficial ownership of shares of Common Stock.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following is a list of the Company’s directors, executive officers, and director nominees as of July 27, 2026. As set forth in Proposal No. 1, all of the Company’s current directors except for Heather Atkinson and Matt Craddock have been nominated for re-election to the Board and will be submitted to the vote of the Company’s shareholders at the Annual Meeting. Ms. Atkinson and Mr. Craddock will continue serving as directors until the Annual Meeting, and Ms. Atkinson will continue serving as the Company’s Chief Financial Officer after the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position(s) | | JW Roth | 63 | Chairman and Chief Executive Officer | | William Hodgson | 51 | President | | Heather Atkinson | 49 | Chief Financial Officer and Director | | Victor Sutter | 45 | Chief Operating Officer | | Steve Cominsky | 56 | Director | | Matt Craddock | 55 | Director | | David Lavigne | 64 | Director | | Mitchell Roth | 36 | Director | | Thomas Finke | 62 | Director | | Ronald Bension | 72 | Director Nominee and Advisor to Chief Executive Officer | | Jamie Gronowski | 72 | Director Nominee |
Non-Employee Directors
Non-Employee Directors Mitchell Roth has served as a director of Venu since April 2021. In addition, he has also worked for Venu in a part-time capacity as Strategy Consultant since April 2022. Mr. Roth has been affiliated with Roth Industries, LLC since 2015, and currently serves as its President and CEO. Roth Industries is a leading consumer packaged goods company, specializing in prepared foods, based in Colorado Springs, Colorado with distribution in more than 8,000 retail supermarkets nationwide, including Costco, Walmart, Kroger, and others. Mr. Roth is also a 50% owner of Centennial Standard Real Estate Company, LLC, a real estate development and investment company. Prior to his tenure with Roth Industries Mr. Roth worked in an operational and advisory capacity within various companies owned or invested in by the Roth family. From May 2013 until January 2014, Mr. Roth worked at the investment-banking firm Laidlaw and Company, Ltd. in New York City. Mr. Roth received a Bachelor of Science degree in Business Finance and Economics from Liberty University in Lynchburg, VA. Steve Cominsky has served as director of Venu since April 2021. Mr. Cominsky has over 30 years of experience in food, beverage, and hospitality operations and management. Mr. Cominsky founded CC Management & Development Corp LLC (“CC Management”) in 2013 and has worked with CC Management since its inception. CC Management is a boutique consulting and development firm that focuses on the restaurant and bar industry, and provides a range of services related to operations and strategic planning, and the company has worked with multiple existing and startup concepts in the greater Denver market on matters such as concept vision and development, re-branding, and operations oversight. Mr. Cominsky is also currently involved in the oversight and operations of the Social Bar & Lounge an upscale bar and cocktail lounge located in suburban Denver, and which he founded in 2018. Mr. Cominsky has a Bachelor of Arts in Economics from Bloomsburg University of Pennsylvania. Matt Craddock has served as a director of Venu since March 2023 and will continue serving as a director until the Annual Meeting, but he has not been nominated for re-election to the Board. He currently serves as the CEO of Craddock Commercial Real Estate, LLC and as the President of Craddock Development Company, Inc., a full-service real estate company founded by his father. In those roles, Mr. Craddock directs and manages a portfolio of $125 million in real estate assets in Colorado and New Mexico on behalf of the family and their strategic partners. Mr. Craddock has served on a number of local, non-profit boards, including Junior Achievement, The Boy’s and Girl’s Club, and Discover Goodwill. Mr. Craddock has over 28 years of experience in commercial real estate finance, development, and operations. He is a licensed Broker in the State of Colorado and carries an EMS and CCIM designation. He holds a Bachelor of Arts degree in Humanities from Pepperdine University. Dave Lavigne has served as a director of Venu since December 2023. Mr. Lavigne spent the first 17 years of his career in the financial and investment industry primarily employed by small regional sell-side broker dealers/investment bankers. During that period, Mr. Lavigne acted in various capacities, including National Sales, Chief Executive Officer, and Head of Research roles, and he held a variety of securities licenses and certifications. In 2001, Mr. Lavigne left the sell-side to set up an independent subscription-based microcap research firm called Edgewater Research where he served as the lead analyst until 2010. Since that time, he has provided research in a similar format under two subsequent labels, including his current company Trickle Research which he founded in 2016, and has served as the firm’s senior analyst since its inception. Over his career, Mr. Lavigne has evaluated hundreds of small public and private enterprises across dozens of industries and has provided extensive individual fundamental research and associated valuation models on well over 100 of those names. In addition, he has published financial newsletters covering both microeconomic and macroeconomic issues. In conjunction with his research platforms, Mr. Lavigne has also conducted dozens of research conferences across the country focusing primarily on microcap issuers and the capital markets. He is currently a research contributor to both the FactSet and the Alpha-Sense platforms. Mr. Lavigne graduated from the University of Idaho in 1984 with a B.S. in Finance. Thomas Finke has served as a director of Venu since May 2025. Mr. Finke brings over 35 years of experience in financial services. In December 2008, he was appointed Chairman and CEO of Babson Capital, a wholly owned subsidiary of The Massachusetts Mutual Life Insurance Company (“MassMutual”). In 2016, Mr. Finke led the merger of Babson Capital with three other subsidiaries of MassMutual forming Barings, LLC (“Barings”). Under his leadership, Barings grew its assets under management from approximately $271 billion to over $350 billion in four years. Mr. Finke retired from Barings in November 2020. Mr. Finke currently serves as a non-executive director for Invesco Ltd. (NYSE: IVZ), a global investment management company managing approximately $1.85 trillion in assets as of December 31, 2024. Mr. Finke is also active in nonprofit leadership, serving on boards including of Davidson College, Duke University’s Fuqua School of Business, and the National Math and Science Initiative. He holds a Bachelor of Science from the University of Virginia and a Master of Business Administration from Duke University.
Director Nominees
Director Nominees Ronald Bension is a nominee for election to Venu’s Board of Directors at the Annual Meeting. Mr. Bension has also served as an advisor to Venu’s Chief Executive Officer, Mr. Roth, since July 2026, a role in which he provides guidance, analysis, and recommendations on a variety of strategic and operational matters, including related to the operations, management, and growth of Venu, potential sales, acquisitions, and other strategic business transactions, financing and strategic planning, industry trends, and business-development opportunities. Mr. Bension has more than 30 years of executive leadership experience in the live entertainment, venue management, and recreation industries. From March 2021 through August 2024, he served as President and Chief Executive Officer of ASM Global, Inc. (“ASM Global”), where he managed ASM Global’s worldwide portfolio of over 300 arenas, stadiums, theaters, and convention centers, culminating in his leadership of ASM Global through its $2.3 billion sale to Legends Hospitality Parent Holdings, LLC and Sixth Street Partners. Prior to his position with ASM Global, Mr. Bension served as President of Venue Nation, the amphitheater, club, and theater division of Live Nation Entertainment, Inc. (NYSE: LYV), where he led the growth and operation of approximately 130 venues across the nation. Prior to that role, Mr. Benson served in various executive leadership positions across the ticketing, recreation, and entertainment industries, including as Chief Executive Officer of TicketsNow from 2010 to 2011, Chief Executive Officer of Wasserman Media Group’s Sportnet division from 2008 to 2009, Chief Executive Officer of Tickets.com from 2002 to 2006, President and Chief Executive Officer of GameWorks, Inc. from 1999 to 2001, and Chaiman and Chief Executive Officer of Universal Studios Recreation Group from 1990 to 1996. Mr. Bension currently serves on the board of directors of Merlin Entertainments and on the board of trustees at the ArtCenter College of Design. He holds a Bachelor of Science in criminal justice from California State University. Jamie Gronowski is a nominee for election to Venu’s Board of Directors at the Annual Meeting. Mr. Gronowski brings more than 40 years of experience in the industries of sales, marketing, and consumer packaged goods (“CPG”). He began his career with Kelley Clarke, where he served as Vice President of Sales, before joining McFerren, Speakes and Gustafson (MSG/A), where he ultimately served as President and Chief Executive Officer until MSG/A was acquired by Acosta Sales & Marketing (“Acosta”) in 1999. Following that acquisition, Mr. Gronowski led Acosta’s Natural/Specialty Sales Inc. division before being promoted to President of Strategic Channels in 2003 and President of Operations in 2006, where he oversaw Acosta’s operations teams throughout North America until his retirement in April 2017. Mr. Gronowski currently serves as the Chief Executive Officer of Gronowski Advisory Services, where he advises small CPG companies in the health and wellness space on strategic growth, market positioning, and operations. He also serves on the boards of several CPG companies and private equity firms, and he is a member of the board of trustees of Regis University in Denver, Colorado.
Summary Compensation Table
Summary Compensation Table The following table sets out the compensation for our NEOs for the years ended December 31, 2025 and 2024:
Summary Compensation Table
| | | Salary | Bonus | Option and Warrant Awards (1) | All Other Compensation (2) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | | JW Roth | 2025 | $500,000 | $119,953 | $4,893,266 | $90,319 | $5,603,538 | | Chief Executive Officer and Chairman | 2024 | $450,000 | $14,036 | $368,460 | $48,569 | $881,064 | | Heather Atkinson | 2025 | $400,000 | $92,597 | $576,055 | $44,952 | $1,113,605 | | Chief Financial Officer, Secretary and Treasurer | 2024 | $290,000 | $13,218 | $295,262 | $16,181 | $614,661 | | Will Hodgson (3) | 2025 | $500,000 | $60,854 | $732,202 | $48,177 | $1,341,233 | | President | 2024 | $88,067 | $106,642 | $122,034 | $2,017 | $318,760 |
Summary Compensation Table
| (1) Amounts do not reflect compensation actually received by the officer. Values in this this table tie to compensatory warrants or options that are exercisable at the option of the holder. The grant fair value number for the “options” is computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in “Note 12 – Warrants and Stock Options” to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024. | | (2) Each executive officer receives a car allowance from Venu, with Mr. Roth receiving $30,044 in 2025 and $30,044 in 2024; Ms. Atkinson receiving $13,775 in 2025 and $13,775 in 2024; and Mr. Hodgson receiving $0 in 2025 and $0 in 2024. Other benefits included in the “All Other Compensation” column include medical insurance benefits paid by the Company on behalf of these employees. In addition, for Mr. Roth and Ms. Atkinson, the “All Other Compensation” columns include $5,000 in 2025 and $7,500 in 2024, which each of them received in their capacities as members of the Board of Directors, and fees payable for the attendance of board meetings in person. | | (3) On October 4, 2024, the Company appointed Mr. William Hodgson as its President and Chief Operating Officer, with Mr. Hodgson beginning in that role on October 21, 2024. Accordingly, for the 2024 fiscal year the compensation reported for Mr. Hodgson reflects what he received for the partial year. |
Pension Benefits
Pension Benefits Venu’s NEOs did not participate in, or earn any benefits under, any pension or retirement plan sponsored by the Company during the years ended December 31, 2025 and 2024.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Venu’s NEOs did not participate in, or earn any benefits under, any non-qualified deferred compensation plan sponsored by the Company during the years ended December 31, 2025 and 2024.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Outstanding Equity Awards at Fiscal Year End | | | | | | | | Option Awards | | | | | | | | Grant Date | Expiration Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(1) | | JW Roth | | | | | | | | Compensatory Warrants | 10/11/2022 | 10/11/2027 | 250,000(2) | — | — | $3.00 | | Compensatory Warrants | 4/19/2022 | 4/19/2029 | 375,000(3) | 125,000 | — | $2.00 | | Compensatory Warrants | 4/5/2021 | 9/30/2027 | 66,665(4) | — | — | $0.12 | | Compensatory Warrants | 1/17/2024 | 1/16/2027 | 500,000(5) | — | — | $10.00 | | Compensatory Warrants | 2/28/2024 | 2/28/2031 | 333,334(6) | 166,666 | — | $10.00 | | Stock Options | 1/14/2025 | 1/14/2030 | 1,250,000 | | — | $10.00 | | Heather Atkinson | | | | | | | | Compensatory Warrants | 10/11/2022 | 10/11/2027 | 150,000(7) | — | — | $3.00 | | Compensatory Warrants | 4/11/2022 | 4/11/2029 | 93,750(8) | 31,250 | — | $2.00 | | Compensatory Warrants | 4/5/2021 | 4/5/2027 | 16,665(9) | — | — | $0.60 | | Compensatory Warrants | 5/27/2020 | 5/27/2027 | 33,335(10) | — | — | $1.20 | | Compensatory Warrants | 2/28/2024 | 2/28/2031 | 133,334(11) | 66,666 | — | $10.00 | | Compensatory Warrants | 10/1/2024 | 10/1/2031 | 61,389(12) | 30,694 | — | $10.00 | | Will Hodgson | | | | | | | | Compensatory Warrants | 11/1/2024 | 11/1/2031 | 125,000(13) | 375,000 | — | $10.00 |
Outstanding Equity Awards as of December 31, 2025
| (1) Except with respect to the stock option granted to JW Roth on January 14, 2025, numbers in this table tie to compensatory warrants that are exercisable at the option of the holder. The grant fair value number for the “options” is to be computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in “Note 12 – Warrants and Stock Options” to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024. |
Outstanding Equity Awards as of December 31, 2025
| (2) This warrant is exercisable in full and is scheduled to expire on October 11, 2027. | | (3) This warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on April 11, 2029. | | (4) This warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance date. This warrant was scheduled to expire on April 5, 2026. The warrant agreement was amended to extend the expiration date to September 30, 2027. | | (5) This warrant is exercisable in full and is scheduled to expire on January 16, 2027. | | (6) This warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on February 28, 2031. | | (7) This warrant is exercisable in full and is scheduled to expire on October 11, 2027. |
Outstanding Equity Awards as of December 31, 2025
| (8) This warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on April 11, 2029. | | (9) This warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance date. This warrant was scheduled to expire on April 5, 2026. The warrant agreement was amended to extend the expiration date to April 5, 2027. | | (10) This warrant is exercisable in full and was scheduled to expire on May 27, 2025. The warrant agreement was amended to extend the expiration date to May 27, 2027. | | (11) This warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on February 28, 2031. | | (12) This warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on October 1, 2031. | | (13) This warrant vests over a four-year period, with 50,000 shares underlying the warrant vesting on April 30, 2025, 75,000 vesting on November 1, 2025, and 125,000 vesting on each of November 1, 2026, 2027, and 2028. The warrant is scheduled to expire on November 1, 2031. |
Director Compensation
Director Compensation Venu has provided cash compensation for attendance at Board meetings held in person and equity-based compensation to its directors. The following table sets forth information regarding the compensation our non-employee directors earned for service on our Board during the year ended December 31, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option or Warrant Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Mitchell Roth | $2,500 | $— | $112,419 | $90,000 | $204,919 | | Steve Cominsky | $5,000 | $— | $57,388 | $— | $62,388 | | Matthew R. Craddock | $5,000 | $— | $56,880 | $— | $61,880 | | Chad Hennings(5) | $— | $— | $7,955 | $— | $7,955 | | Dave Lavigne | $5,000 | $— | $56,880 | $— | $61,880 | | Thomas Finke(5) | $2,500 | $— | $194,118 | $— | $196,618 |
Director Compensation
| (1) During 2025, Venu paid each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site. | | (2) Amounts do not reflect compensation actually received by the director. Values in this this table tie to compensatory warrants that are exercisable at the option of the holder. The grant fair value number for the “options” is computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in “Note 12 – Warrants and Stock Options” to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024. | | (3) The following reflects the aggregate number of option awards outstanding at December 31, 2025 for each non-employee director: (i) Mitchell Roth – 383,332 warrants; (ii) Steve Cominsky – 25,000 warrants; (iii) Matthew R. Craddock – 20,000 warrants; (iv) Chad Hennings – 70,000 warrants; (v) Dave Lavigne – 20,000 warrants; and (vi) Thomas Finke – 250,000 options. | | (4) These amounts represent compensation received by certain directors for services rendered other than with respect to their services on the board of directors. Mr. Mitchell Roth provides other investor relations duties and is compensated by Venu at $90,000 annually for these services. | | (5) Mr. Hennings resigned from the Board on January 27, 2025 and Mr. Finke was appointed on May 5, 2025. |
Narrative Disclosure to Director Compensation Table
Narrative Disclosure to Director Compensation Table Venu pays each director a fee of $2,500 for each meeting of the board of directors that a director attends in-person and on-site. Otherwise, Venu does not have a formal compensation program for its directors. Upon Mr. Finke’s appointment to the Board in May 2025, he was granted a stock option. From time to time, Venu previously awarded its directors compensatory warrants as a means to attempt to further align the interests of its directors with the Company and its shareholders. To date, these compensatory warrants have not been awarded on a set schedule or defined interval. Typically, a warrant has been granted on an annual basis (in each case subject to vesting conditions). In 2024, Venu granted each director a warrant exercisable to purchase 20,000 shares of Common Stock at an exercise price of $10.00 per share in consideration for serving on the Board. Each director’s warrant vested ratably over a two-year period beginning on February 28, 2025.