Andrew M. Varga
About Andrew M. Varga
Andrew M. Varga (age 59) joined Heritage Distilling Holding Company’s Board on November 25, 2024 and has served as a company consultant since April 2023. He is founder and principal of AV Train Consulting, and previously held senior marketing roles at Papa John’s and Brown‑Forman (helping launch Woodford Reserve and Old Forester); he also served as President of Zimmerman Advertising. He holds a BBA from the University of Kentucky and an MBA from Queens College . As of June 2025, the Board disclosed that five directors are independent, two are management, and one is a consultant (Mr. Varga), indicating he is not an independent director due to his consulting relationship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AV Train Consulting | Founder & Principal | Jun 2015–present | Strategy/marketing consulting in pizza, wine, bourbon; acted as Acting Chief Revenue Officer for Heritage under a separate consulting agreement . |
| Zimmerman Advertising | President | Jul 2013–Feb 2015 | Led agency operations . |
| Papa John’s International (Nasdaq: PZZA) | SVP & CMO | Sep 2009–Jul 2013 | Led brand/marketing strategy . |
| Brown‑Forman (NYSE: BF‑A/B) | Multiple executive roles incl. SVP/MD Wines Marketing; VP/Director Corporate Strategy; Brand Director | Jan 1988–Sep 2009 | Helped launch Woodford Reserve and Old Forester; led global wine portfolio; corporate strategy reporting to CEO/Chair . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in CASK filings . |
Board Governance
- Board independence: five independent directors; two management (CEO/President); one consultant (Mr. Varga) → Mr. Varga is not independent .
- Committee assignments:
- Technology and Cryptocurrency Committee (member); Committee chaired by Matthew Swann; members include Swann, Eric S. Trevan, Andrew M. Varga, Justin B. Stiefel .
- Not on Audit, Compensation, or Nominating/Governance (which are limited to independent directors) .
- Governance change pending: Under Subscription Agreements tied to the August 2025 financing, Board agreed to reconstitute the Technology and Cryptocurrency Committee as a Digital Assets Committee comprised solely of Story Foundation–designated directors and chaired by a New Director, with Story‑designated directors assigned to Audit, Nominating/Governance, and Compensation committees .
Fixed Compensation
| Component | Structure | Detail |
|---|---|---|
| Board cash retainer | Annual, paid quarterly | $40,000 per year for each non‑employee director . |
| Committee fees (per quarter) | Chair / Member | Audit: $5,000 / $2,500; Compensation: $5,000 / $2,500; Nominating & Corporate Governance: $5,000 / $2,500; Technology & Cryptocurrency: $5,000 / $2,500 . |
| Reimbursement | Expense reimbursement | Preapproved travel/lodging expenses reimbursed within 30 days . |
| 2024 actual (Varga) | Fees earned | $833 (December 2024, following IPO appointment) . |
Performance Compensation
| Equity Award Type | Grant/Value | Vesting | Notes |
|---|---|---|---|
| One‑time initial RSU award (directors) | Amount set by Board/Comp Committee | Two equal tranches on the first and second anniversaries of Board service | Optional initial stock option grant may also be awarded . |
| Annual director grants | Determined annually under 2024 Plan | Board to set award type/amount/vesting each year | — |
| Change‑of‑control (sale event) treatment | Plan governs | If awards are not assumed/replaced: time‑based RSUs vest in full and settle; options that are in‑the‑money paid cash; performance awards canceled for cash at better of target/trend . | |
| Clawback / forfeiture | Plan policy | Awards are subject to any company recoupment/claw‑back policy; administrator may require disgorgement for cause or breaches (e.g., non‑compete, confidentiality) . |
Performance metrics: None disclosed for director equity (RSUs for directors are time‑based; some plan awards for other participants may include performance goals, but no director‑specific performance metrics disclosed) .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Relationship |
|---|---|---|---|
| None disclosed | — | — | No external public company board memberships disclosed for Mr. Varga; prior executive roles at Brown‑Forman and Papa John’s only . |
Expertise & Qualifications
- Deep consumer brand, spirits, and marketing expertise; launched major whiskey brands at Brown‑Forman .
- Senior marketing leadership (SVP/CMO) at Papa John’s; agency leadership at Zimmerman; advisory/consulting experience via AV Train .
- Technology/crypto oversight via membership on Technology & Cryptocurrency Committee .
Equity Ownership
| Record Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| May 30, 2025 | 154,500 | 1.28% | Beneficial ownership per 2025 Annual Proxy . |
| July 23, 2025 | 154,500 | 1.00% | Beneficial ownership per Special Meeting Proxy . |
| Aug 15, 2025 Offering | Pre‑Funded Warrants to purchase 300,000 shares | — | Purchased in private placement; $0.0001 exercise price; automatic cashless exercise upon stockholder approval, subject to beneficial ownership limits . |
| Hedging/pledging | Prohibited | — | Insider Trading Policy prohibits hedging and pledging of company stock . |
Governance Assessment
- Independence and conflicts: Mr. Varga is categorized as a consultant (not independent) and has a related‑party consulting agreement with Heritage (Acting Chief Revenue Officer), paying $12,500 per month on a month‑to‑month basis since April 1, 2023. This creates potential conflict‑of‑interest risk; oversight resides with the Audit Committee under Related‑Party Transaction Policy .
- Financing‑linked governance shift: August 2025 Subscription Agreements empower Story Foundation to designate 3–5 directors, reconstitute Technology & Cryptocurrency into a Digital Assets Committee comprised solely of those designees, and place designees onto Audit/NCG/Compensation committees. This signals dilution of pre‑existing committee influence and concentrated oversight by financing participants, a governance quality concern and possible change‑of‑control risk under Nasdaq rules .
- Ownership alignment: 154,500 common shares beneficially owned, plus purchase of pre‑funded warrants for 300,000 shares, increases economic alignment; beneficial ownership limits (4.99%/9.99%) apply to warrant/option exercises to prevent concentration .
- Board practices: Executive sessions encouraged at end of meetings; independent directors can meet without management; no lead independent director disclosed .
- Compensation structure: Director compensation relies on modest cash retainers plus time‑based RSU awards; no disclosed pay‑for‑performance metrics for directors; change‑of‑control provisions provide acceleration (standard market terms) .
RED FLAGS
- Related‑party transaction: Active consulting arrangement (AV Train) paying $12,500/month while serving as director; month‑to‑month status increases discretion risk and potential influence over commercial decisions .
- Independence: Classified as consultant; not eligible for Audit/Compensation/NCG roles, concentrating Mr. Varga’s Board role in technology/crypto oversight .
- Governance concentration: Financing terms reconstitute committee leadership and board composition in favor of Story Foundation designees; may erode broader stockholder influence and board independence .
Appendix: Key Program Disclosures (for benchmarking)
- Director cash fees and committee quarterly fees: See Fixed Compensation table .
- Director equity plan terms, clawbacks, and sale event treatment: See Performance Compensation table .
- Insider Trading Policy: Hedging/pledging prohibited .
Citations: Biography ; Independence ; Committees ; Compensation program ; 2024 fees ; Beneficial ownership ; Pre‑Funded Warrants and financing terms ; Clawback/COC terms ; Insider Trading Policy .