Jeffrey P. Wensel
About Jeffrey P. Wensel
Jeffrey P. Wensel, M.D., Ph.D., age 63, has served on the Board since 2017. He is a practicing neuroradiologist and inventor (multiple patents since 1995) with medical degree from the University of Iowa (1990), residency at the University of Arizona, and a Neuroradiology Fellowship at UCLA Medical Center; he is active in Heritage’s Eugene operations focused on rum production and is fluent in Spanish with functional knowledge of nine other languages .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Distilling Holding Company, Inc. | Director (Class III nominee for re-election) | Director since 2017; nominated in 2025 to serve until 2028 if re-elected | Member, Compensation Committee (committee members meet Nasdaq independence) |
| Heritage Distilling – Eugene Operations | Operational involvement | Active; focused on leading rum production | Operational support role (non-Board committee) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private practice (Radiology), Eugene, OR | Neuroradiologist | More than the past five years; consultant to other U.S. physicians | Clinical leadership and advisory work |
| Inventor | Inventor (multiple patents) | Since 1995 | Technical innovation track record |
Board Governance
- Committee assignments: Member, Compensation Committee; the committee comprises Dr. Eric S. Trevan (Chair), Dr. Wensel, and Matthew J. Swann, and all meet Nasdaq independence standards .
- Not on Audit Committee (members: Troy Alstead, Chair; Christopher H. “Toby” Smith; Eric S. Trevan) .
- Not on Nominating and Corporate Governance Committee (members: Smith, Chair; Alstead; Swann) .
- Not on Technology and Cryptocurrency Committee (members: Swann, Chair; Trevan; Andrew Varga; Justin B. Stiefel) .
- Independence: The Board determined five directors are independent; all members of Audit, Compensation, and Nominating & Corporate Governance Committees must be independent, and Compensation Committee members (including Dr. Wensel) meet Nasdaq independence .
- Board structure and executive sessions: CEO Justin B. Stiefel serves as Chairman; independent directors can call executive sessions and are offered an executive session opportunity at the end of each Board meeting, with sealed minutes unless corporate action is taken .
- Attendance: The company expects all directors to attend annual meetings of stockholders; specific Board/committee attendance rates were not disclosed .
Fixed Compensation
- 2024 Non-Employee Director Compensation (earned; fees deferred to 2025):
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Jeffery Wensel, M.D., Ph.D. | $10,000 | $96,000 | — | $106,000 |
- Current Director Compensation Program (adopted with Nov 2024 IPO; payable quarterly):
| Compensation Element | Chair | Member |
|---|---|---|
| Board annual cash retainer | $40,000 per year | n/a |
| Audit Committee fee (per quarter) | $5,000 | $2,500 |
| Compensation Committee fee (per quarter) | $5,000 | $2,500 |
| Nominating & Corporate Governance Committee fee (per quarter) | $5,000 | $2,500 |
| Technology & Cryptocurrency Committee fee (per quarter) | $5,000 | $2,500 |
- Reimbursement: Preapproved expenses reimbursed within 30 days with documentation (transportation/lodging for Board meetings) .
Performance Compensation
- Director equity award structure:
| Equity Type | Grant basis | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (non-employee directors) | Time-based awards under program; 2024 RSU fair value for Wensel | $96,000 | One-time initial RSU awards vest in two equal tranches on the first and second anniversaries of Board service; annual grant design set by Board under 2024 Plan | None disclosed for director RSUs (time-based only) |
| Stock Options (optional initial grant) | Board-designated amount from equity plan | Not disclosed for Wensel | Per plan; optional program provision only | None disclosed |
Footnote: Stock award values reflect grant date fair value per FASB ASC 718 and do not represent realized value at vest .
Other Directorships & Interlocks
- No other public company directorships for Dr. Wensel are disclosed in the proxy biographies .
- Related-party context: The company disclosed a consulting agreement with AV Train Consulting, LLC (wholly owned by director Andrew Varga) at $12,500 per month; this is a board-level related-party transaction, not involving Dr. Wensel .
Expertise & Qualifications
- Medical/scientific credentials: M.D., Ph.D.; neuroradiology specialization; prior fellowship at UCLA Medical Center; residency at University of Arizona .
- Operations/supply chain: Active in Eugene operations with focus on rum production .
- Innovation: Inventor with multiple patents since 1995 .
- Languages: Fluent in Spanish; working knowledge of nine other languages .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding Reference | Record Date |
|---|---|---|---|---|
| Jeffrey P. Wensel, M.D., Ph.D. | 151,443 | <1% (asterisk denotes less than 1%) | 15,401,989 shares | July 23, 2025 |
SEC beneficial ownership methodology includes securities exercisable within 60 days; percentages calculated per SEC rules using 15,401,989 shares outstanding .
Governance Assessment
- Independence and committee effectiveness: Wensel’s role on the Compensation Committee, which requires Nasdaq independence, supports governance quality around pay-setting and incentive oversight .
- Ownership alignment: Wensel beneficially owns 151,443 shares (<1% of outstanding), and received $96,000 in RSU grant value for 2024, aligning director incentives with shareholder value through equity .
- Compensation structure signals: The program’s move to a $40,000 annual cash retainer plus quarterly committee fees increases guaranteed pay relative to 2024’s $10,000 cash, potentially reducing at-risk mix unless annual equity grants are maintained at meaningful levels .
- RED FLAG—Section 16 compliance: The company disclosed that all executive officers and directors failed to timely file initial Form 3 at the IPO effective date; filings have since been made. This is a procedural compliance lapse to monitor for future reporting discipline .
- Related-party transaction oversight: While no Wensel-specific related-party exposure is disclosed, the Audit Committee reviews and must approve related-party transactions over $120,000, which is a mitigating control for conflicts (e.g., AV Train arrangement with director Varga) .