Justin Stiefel
About Justin Stiefel
Justin B. Stiefel, 50, is Chairman (since 2022) and Chief Executive Officer of Heritage Distilling Holding Company, Inc. (Nasdaq: formerly CASK, now IPST), roles he has held as a director and CEO since 2011. He holds a B.S. in Chemical Engineering (University of Idaho) and a J.D. (Catholic University of America), is admitted to the bars of WA, AK, and DC, and completed coursework at the U.S. Naval War College . In 2025, under his leadership, the company rebranded to “IP Strategy,” refocused its strategy on a digital-asset treasury centered on $IP tokens, and secured shareholder approval for capital structure changes to support this shift . Prior to founding Heritage Distilling, Stiefel served in senior U.S. Senate staff roles (including Chief of Staff), practiced as Of Counsel at Dorsey & Whitney, and founded a policy consulting firm .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Senate (Sens. Ted Stevens; Lisa Murkowski) | Deputy Press Secretary; Legislative Aide; Chief Counsel; Chief of Staff | Pre-2004–2004+ | Senior legislative and leadership responsibilities; policy execution and organizational leadership |
| Dorsey & Whitney LLP | Of Counsel | 2004 | Federal policy/legal advisory experience |
| Private consulting firm (Washington, DC) | Founder/Principal | Post-2004 | Advised businesses and tribes on legislation, regulation and policy initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Milgard School of Business, Univ. of Washington | Milgard Executive Counsel | n/d | Executive advisory role |
| Various non-profits | Director | n/d | Multiple board roles (not specified) |
Fixed Compensation
| Element | 2024 (actual) | Current/contracted terms | Notes |
|---|---|---|---|
| Base salary | $135,160 | $195,000 per year (18‑month agreement effective Oct 1, 2025) | Eligible for annual review; no permanent decreases |
| Annual bonus | Not disclosed; no bonus paid in 2024 | Eligible under company plans; no target % disclosed | Disclosed eligibility only |
| Perquisites | n/a | $950/month auto allowance; company to pay bar dues/CLE up to $1,500/yr | Begins Oct 1, 2025 |
| Life insurance | n/a | Company to transfer policies on Justin’s life ($25,000,000 aggregate death benefits), continue premiums during employment and 12 months post termination without cause | Tax gross-up not provided; premiums treated as taxable income per code |
Performance Compensation
| Award type | Grant date | Shares/units | Grant-date FV | Vesting and conditions |
|---|---|---|---|---|
| RSU (NEO) | Jun 5, 2024 | 42,000 | $168,000 | Double-trigger: service component plus a liquidity event (e.g., IPO/lock-up expiry); settlement upon both conditions |
| RSU (CEO employment agreement) | Oct 1, 2025 (effective) | 3,500,000 | n/d | Vests in 18 equal monthly installments from Sep/Oct 2025; “double-trigger” where second trigger is shares being freely tradable or registered on Form S‑8; if employment terminates and unvested units are only unvested due to second trigger, they vest fully at termination |
Notes:
- 2024 showed no option awards or cash incentive payouts for Stiefel .
- All awards are subject to recoupment/clawback under company policy and equity plans .
Equity Ownership & Alignment
| As-of date | Common shares beneficially owned | % of class | Detail | Hedging/pledging |
|---|---|---|---|---|
| Jul 23, 2025 | 325,921 | 2.12% | 324,184 common; 1,737 common in IRA; disclaims beneficial ownership of spouse’s shares | Insider policy prohibits short sales, hedging, margin purchases and pledging of company stock |
Additional alignment signals:
- Insider purchase: In the Aug 15, 2025 private placement, Stiefel purchased pre-funded warrants for 3,309,615 shares at $0.6042 per warrant (exercise price $0.0001), subject to ownership limits; full issuance required stockholder approval, which was obtained on Sep 18, 2025 .
Employment Terms
| Term | CEO Agreement (effective Oct 1, 2025) |
|---|---|
| Term/at-will | 18-month agreement; employment at-will |
| Severance – Without Cause or Good Reason | Cash severance = 12 months base salary; COBRA cash equivalent = 12 months; acceleration of the 2025 RSUs as specified (double-trigger mechanics); release required |
| Death/Disability | Death: 12 months base; Disability: 3 months base; acceleration per agreement |
| Definitions | “Cause” includes willful misconduct and failure to support the Story $IP treasury strategy; “Good Reason” includes material pay cuts, material reduction of authority over alcohol business, relocation >50 miles, failure to assign upon a change in control, material breach, or disposition/winddown of alcohol business |
| Change-in-control economics | No enhanced CIC multiple disclosed; 280G “best net” cutback (no gross-up) |
| Non-solicit | 12 months post-termination (employees, clients/vendors) |
| Arbitration / venue | Binding arbitration; Washington law |
| Life insurance/auto | Company-funded key-person policy transfer ($25M agg.) with ongoing premiums; $950/mo auto allowance |
Plan-level sale event treatment: Under the 2024 Equity Plan, if awards are not assumed in a “sale event,” options/RSUs can vest or be cashed out; if assumed and a qualifying termination occurs within 24 months, awards vest in full (target for performance awards) .
Board Governance and Director Service
- Role and independence: Stiefel is Chairman and CEO (non‑independent). The board notes this combined role and provides executive sessions of independent directors; independent directors chair key committees .
- Committees: Independent Audit (Alstead, Smith, Trevan; Alstead chair, audit financial expert); Compensation (Trevan chair; Wensel, Swann); Nominating/Governance (Smith chair; Alstead, Swann); Technology & Cryptocurrency Committee (Swann chair; Trevan; Varga; Stiefel) .
- 2025 reconstitution: Post-special meeting, the Digital Assets Committee is comprised solely of Story Foundation designees and chaired by a Story designee, increasing governance focus on the $IP treasury strategy .
- Director pay: Employee directors (including Stiefel) receive no director compensation; non-employee directors receive cash retainers plus potential equity per the program .
Board service history (summary):
| Board | Role | Years of service | Committees |
|---|---|---|---|
| Heritage Distilling/IP Strategy | Director; Chairman | Since 2011; Chair since 2022 | Technology & Cryptocurrency/Digital Assets (member) |
2024–2025 Compensation Summary (multi-year)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary | $98,653 | $135,160 |
| Bonus | $0 | $0 |
| Stock awards (grant-date FV) | $0 | $168,000 (42,000 RSUs) |
| All other compensation | $10,000 | $9,167 |
| Total | $108,653 | $312,327 |
Other Governance/Policy Points Relevant to Incentives
- Clawback/recoupment: Equity plan expressly subject to recoupment policy; awards cannot be repriced without shareholder approval .
- Hedging/pledging: Prohibited for directors, officers, employees (short sales, puts/calls, hedges, margin and pledging) .
- Equity plan capacity: 2024 Plan was increased to 35,000,000 shares (Sep 18, 2025), with board citing an estimated burn rate and rationale to attract/retain talent .
Risk Indicators & Red Flags
- Dual role (Chairman + CEO) may concentrate authority; board maintains independent committees and executive sessions to mitigate .
- Large equity grants (3.5M RSUs) and expanded plan share pool (to 35M) increase dilution risk; board disclosed a high projected burn rate in support of plan expansion .
- Strategic pivot to digital assets introduces volatility and correlation risks to token prices; company explicitly cautioned on these risks in filings .
- Positive alignment: Insider purchase of pre-funded warrants (3.31M) in 2025 financing aligns CEO with shareholders, though also contributes to dilution upon exercise .
Investment Implications
- Pay mix shifting toward equity: 2025 CEO package is highly equity-centric (3.5M RSUs, 18-month vest), boosting alignment but raising near-term selling overhang as units vest monthly (mitigated by “double-trigger” and S‑8/registrability condition) .
- Retention reasonably protected: Without-cause/Good Reason severance (12 months salary + 12 months COBRA) plus equity acceleration should reduce retention risk during strategic transition; 280G cutback (no tax gross-up) is shareholder-friendly .
- Governance trade-offs: Combined Chair/CEO and a digital-assets-focused committee controlled by new designees warrant monitoring; however, key board committees remain independent and the audit chair qualifies as a financial expert .
- Dilution watch: Expanded plan capacity and significant 2025 financing (including pre-funded warrants) are dilutive; investors should track issuance/settlement pace vs. performance milestones .
Director independence, committee memberships, and compensation program:
Special meeting approvals and rebranding/ticker change:
2024 and historical compensation:
Employment agreement economics and vesting:
Beneficial ownership and insider purchase:
Hedging/pledging prohibition:
Equity plan features and clawback:
CEO biography and qualifications: