DEF 14A of Venu Holding Corp
Filed Sep 11, 2025 · FY20240001641172-25-027080
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Composition and Election
Board Composition and Election Our Articles of Incorporation and 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. Upon the recommendation of the Nominating and Corporate Governance Committee, each of the Company’s 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. Each director nominee 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 2026 Annual Meeting, please see the discussion set forth below under “Shareholder Proposals For 2026 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 September 3, 2025, is set forth below.
Director Nominee Information
| Director Nominee | Age | Director Since | Current Company Position(s) | | JW Roth | 62 | April 2021 | Chairman and Chief Executive Officer | | Heather Atkinson | 48 | April 2021 | Chief Financial Officer and Director | | Steve Cominsky | 55 | April 2021 | Director (1) (3) | | Matt Craddock | 54 | March 2023 | Director (2) (3) | | David Lavigne | 63 | December 2023 | Director (1) (2) (3) | | Mitchell Roth | 35 | April 2021 | Director | | Thomas Finke | 61 | May 2025 | Director |
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.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following is a list of the Company’s directors and executive officers as of September 3, 2025. As set forth in Proposal No. 1, each of the Company’s current directors has been nominated for re-election to the Board and will be submitted to the vote of the Company’s shareholders at the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position(s) | | JW Roth | 62 | Chairman and Chief Executive Officer | | William Hodgson | 50 | President | | Heather Atkinson | 48 | Chief Financial Officer and Director | | Steve Cominsky | 55 | Director | | Matt Craddock | 54 | Director | | David Lavigne | 63 | Director | | Mitchell Roth | 35 | Director | | Thomas Finke | 61 | Director |
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. 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 $1.85 trillion in assets as of December 31, 2024. Mr. Finke is also active in nonprofit leadership, serving on boards including of Davidson College, Duke University’s Fuqua School of Business, and the National Math and Science Initiative. He holds a Bachelor of Science from the University of Virginia and a Master of Business Administration from Duke University.
Summary Compensation Table
Summary Compensation Table The following table sets out the compensation for our NEOs for the years ended December 31, 2024 and December 31, 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards(1) ($) | All Other Compensation ($)(2) | Total ($) | | JW Roth | 2024 | $428,378 | $14,036 | $368,460 | $70,191 | $881,064 | | Chief Executive Officer and Chairman | 2023 | $386,234 | $6,609 | $133,112 | $42,160 | $568,115 | | Heather Atkinson | 2024 | $255,301 | $13,218 | $295,262 | $50,880 | $614,661 | | Chief Financial Officer, Secretary and Treasurer | 2023 | $217,594 | $6,609 | $33,893 | $35,867 | $293,962 | | Robert Mudd(3) | 2024 | $295,676 | $7,116 | $66,304 | $50,638 | $419,735 | | Former President and Chief Operating Officer | 2023 | $209,908 | $6,742 | $33,497 | $30,213 | $280,360 | | Will Hodgson(4) | 2024 | $88,07 | $106,642 | $122,034 | $2,017 | $318,760 | | President and Chief Operating Officer | 2023 | $- | $- | $- | $- | $- |
Summary Compensation Table
| (1) Amounts do not reflect compensation actually received by the officer. 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 Footnote 11-Warrants to the Venu 2024 financials. | | (2) Each executive officer receives a car allowance from Venu, with Mr. Roth receiving $30,044 in 2024 and $19,009 in 2023; Ms. Atkinson receiving $13,775 in 2024 and $12,715 in 2023; Mr. Mudd receiving $14,121 in 2024 and $7,061 in 2023; and Mr. Hodgson receiving $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 for 2024 and 2023 includes $7,500, 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) During the year ended December 31, 2023 until February 28, 2024, Mr. Mudd served in a non-NEO role as Senior Vice President of Real Estate and Development. He began serving as the President and COO on February 28, 2024 through September 30, 2024. On October 4, 2024, the Company appointed William Hodgson as its President, replacing Mr. Mudd in that position effective October 21, 2024. On November 1, 2024, Mr. Mudd’s position changed to Senior Vice President of Construction and Market Expansion, which he held until July 2025, and he ceased to be an “executive officer” as that term is used in the rules promulgated by the SEC. | | (4) On October 4, 2024, the Company appointed Mr. William Hodgson as its President, with Mr. Hodgson beginning in that role on October 21, 2024. Accordingly, the compensation reported for Mr. Hodgson reflects what he received for the partial year ended December 31, 2024. |
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, 2024 and 2023.
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, 2024 and 2023.
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards as of December 31, 2024
| | Outstanding Equity Awards at Fiscal Year End | | | | | | | | Stock 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 | 166,667(3) | 333,333 | — | $2.00 | | Compensatory Warrants | 4/5/2021 | 4/5/2026 | 49,999(4) | 16,667 | — | $0.12 | | Compensatory Warrants | 1/17/2024 | 1/16/2027 | 500,000(5) | — | — | $10.00 | | Compensatory Warrants | 2/28/2024 | 2/28/2031 | 166,667(6) | 333,333 | — | $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 | 31,250(8) | 93,750 | — | $2.00 | | Compensatory Warrants | 4/5/2021 | 4/5/2026 | 8,333(9) | 8,333 | — | $0.60 | | Compensatory Warrants | 5/27/2020 | 5/27/2025 | 33,335(10) | — | — | $1.20 | | Compensatory Warrants | 2/28/2024 | 2/28/2021 | 66,667(11) | 133,333 | — | $10.00 | | Compensatory Warrants | 10/1/2024 | 10/1/2031 | 30,695(12) | 61,388 | — | $10.00 | | Robert Mudd | | | | | | | | Compensatory Warrants | 10/11/2022 | 10/11/2027 | 205,000(13) | — | — | $3.00 | | Compensatory Warrants | 10/28/2021 | 10/28/2026 | 37,500(14) | 25,000 | — | $0.12 | | Compensatory Warrants | 4/11/2022 | 4/11/2029 | 31,250(15) | 93,750 | — | $2.00 | | Compensatory Warrants | 4/5/2021 | 4/5/2026 | 8,333(16) | 8,333 | — | $0.60 | | Compensatory Warrants | 10/1/2024 | 2/28/2031 | 100,000(17) | 107,917 | — | $10.00 | | Will Hodgson | | | | | | | | Compensatory Warrants | 11/1/2024 | 11/1/2031 | —(18) | 500,000 | — | $10.00 |
Outstanding Equity Awards as of December 31, 2024
| (1) 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 Footnote 11-Warrants to the 2024 financials. | | (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 is scheduled to expire on April 5, 2026. |
Outstanding Equity Awards as of December 31, 2024
| (5) This warrant is exercisable in full and is scheduled to expire on January 16, 2027. | | (6) This warrant vests ratably over a four-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, 2024
| (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 is scheduled to expire on April 5, 2026. | | (10) This warrant is exercisable in full and was to expire on May 27, 2025. | | (11) This warrant vests ratably over a four-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 is exercisable in full and is scheduled to expire on October 11, 2027. | | (14) This warrant vests ratably over a five-year term, with one-fifth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on October 28, 2026. | | (15) 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. | | (16) 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 5, 2026. | | (17) 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. | | (18) 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. |
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, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mitchell Roth | $5,000 | $— | $91,117 | $90,000 | $186,117 | | Steve Cominsky | $5,000 | $— | $58,099 | $— | $63,099 | | Matthew R. Craddock | $2,500 | $— | $56,880 | $— | $59,380 | | Chad Hennings(4) | $5,000 | $— | $77,158 | $60,000 | $142,158 | | Dave Lavigne | $5,000 | $— | $56,880 | $— | $61,880 |
Director Compensation
| (1) During 2024, 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 Footnote 11-Warrants to the Venu 2023 financials. |
Director Compensation
| (3) These amounts represent compensation received by certain directors for services rendered other than with respect to their services on the board of directors. Mr. Hennings began providing services to Venu on January 23, 2023, serving as a spokesperson and business-development promoter for the Company and earning $60,000 in cash annually (pro-rated for any partial year) for his services, along with 50,000 warrant shares granted at a $3.00 exercise price per warrant. Mr. Mitchell Roth provides corporate financial writing assistance and other investor relations duties and is compensated by Venu at $90,000 annually for these services. | | (4) Mr. Hennings ceased to serve as a director in January 2025. |
Narrative Disclosure to Director Compensation Table
Narrative Disclosure to Director Compensation Table During 2024, 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. Otherwise, Venu does have a formal compensation program for its directors. From time to time, Venu has 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 vests ratably over a two-year period beginning on February 28, 2025.