Troy Alstead
About Troy Alstead
Troy Alstead (age 62) is an independent director of Heritage Distilling Holding Company, Inc. (ticker: CASK) since November 25, 2024; he is a former Starbucks Chief Operating Officer and Chief Financial Officer with deep global operating, finance, and governance experience, and holds a B.A. in business administration from the University of Washington . He currently serves as CASK’s Audit Committee chair and has been designated an “audit committee financial expert,” reflecting strong financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation (SBUX) | Chief Operating Officer | 2014–Feb 2016 | Senior operating leadership; global execution |
| Starbucks Corporation (SBUX) | Chief Financial Officer & Chief Administrative Officer | 2008–2014 | Corporate finance leadership, controls, administration |
| Starbucks Corporation (SBUX) | Group President | 2013–2014 | Senior business oversight prior to COO role |
| Starbucks International | Senior Leader; President EMEA (Amsterdam); COO Greater China (Shanghai) | Various (joined 1992) | Cross-regional leadership; international governance |
| Ocean5 and Table 47 | Founder & Proprietor | 2017–present | Entrepreneurial governance, local operations |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Levi Strauss & Co. (LEVI) | Director | Current |
| Harley‑Davidson, Inc. (HOG) | Director | Current |
| Array Technologies, Inc. (ARRY) | Director | Current |
| OYO Global | Director | Current |
Board Governance
- Independence: The Board determined five directors are independent; Audit, Compensation, and Nominating & Corporate Governance committees require independence. Alstead serves as an independent director .
- Committee assignments:
- Audit Committee: Chair; meets heightened Nasdaq/SEC independence; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Member; committee reviews board composition and governance practices .
- Compensation Committee: Not a member .
- Technology & Cryptocurrency Committee: Not a member (committee includes Swann, Trevan, Varga, Stiefel; chaired by Swann) .
- Board leadership/engagement: CEO is also Chairman; independent directors may hold executive sessions at the conclusion of each board meeting at their discretion, with minutes sealed unless corporate action taken .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (non‑employee directors) | $40,000 per year | Payable quarterly |
| Audit Committee – Chair fee | $5,000 per quarter | Chair only (no duplicate member fee) |
| Nominating & Corporate Governance Committee – Member fee | $2,500 per quarter | Member fee |
| One‑time initial RSU award | Board‑set amount | Vests in two equal tranches on 1st and 2nd anniversaries |
| One‑time initial stock option (optional) | Board‑set amount | If granted in addition to RSU |
| 2024 actual fees recorded for Alstead | $833 | December 2024 fees post‑IPO appointment |
Performance Compensation
| Equity Component | Vesting/Triggers | Performance Metrics | Clawback/Protections |
|---|---|---|---|
| Director RSUs (initial) | Time‑based: two equal tranches at 1 & 2 years | Not disclosed for directors | Subject to Company recoupment/clawback policy |
| Annual director grants (type/amount set annually) | Board‑determined | Not disclosed for directors | Anti‑repricing and governance safeguards under 2024 Plan |
Notes: CASK’s 2024 Equity Incentive Plan prohibits option repricing and includes clawback provisions; awards are subject to governance controls, with stock options/SARs at or above fair market value and maximum terms limited to 10 years . Director‑specific performance metrics are not disclosed; RSU vesting for directors is time‑based per program .
Other Directorships & Interlocks
- Public company boards: Levi Strauss (LEVI), Harley‑Davidson (HOG), Array Technologies (ARRY), OYO Global .
- Related‑party transactions: CASK’s Audit Committee oversees and must approve related‑party transactions; the proxy discloses a consulting agreement with AV Train (Director Andrew Varga’s entity) but does not identify transactions involving Alstead .
Expertise & Qualifications
- Financial oversight: Audit Committee chair; “audit committee financial expert” designation .
- Operating/finance pedigree: Former COO and CFO/CAO at Starbucks; international leadership roles (EMEA, Greater China) .
- Education: B.A. in business administration, University of Washington .
Equity Ownership
| Metric | May 30, 2025 | July 23, 2025 |
|---|---|---|
| Common shares beneficially owned | 114,500 | 114,500 |
| Options exercisable within 60 days | 570 | 570 |
| Total beneficial ownership (shares) | 115,070 | 115,070 |
| Ownership % of outstanding | <1% (starred as “*”) | <1% (starred as “*”) |
Policy safeguards:
- Insider trading policy prohibits hedging, short sales, puts/calls, margin purchases, and pledging of company stock by directors, officers, and employees (except under approved 10b5‑1 plans) .
Governance Assessment
- Positives:
- Independent director with deep CFO/COO background; designated audit financial expert; chairs the Audit Committee, strengthening financial reporting oversight .
- Formal related‑party transaction policy with audit committee approval requirement, plus strict insider trading prohibitions on hedging/pledging, support alignment and guard against conflicts .
- Watch items / potential red flags:
- Board/committee reconstitution tied to August 2025 financing: Subscription Agreements require increasing board size to eight, appointing at least three and up to five Story Foundation‑designated directors, forming a Digital Assets Committee comprised solely of the new directors, and placing certain designees on Audit, Nominating, and Compensation committees—this could alter committee independence dynamics and oversight balance (including Audit composition currently chaired by Alstead) .
- Extreme dilution risk from pre‑funded warrants (370,378,890 shares) with automatic cashless exercise upon approval; existing holders could fall to ~6.6% of outstanding shares—material governance context for investor confidence and board oversight priorities .
- Nasdaq bid‑price non‑compliance and contemplated reverse split (1:5 to 1:20) reflect listing risk; governance stability may be tested during capital actions and structural changes .
- Beneficial ownership in CASK is <1%, limiting personal economic alignment; programmatic RSUs may bolster alignment over time but specific director grant amounts are not disclosed .
Overall: Alstead brings strong financial and operational oversight, but pending board reconstitution and substantial equity issuance/dilution linked to the financing introduce governance complexity that may affect committee independence and investor confidence. His audit leadership and the company’s control policies remain important mitigants amid these changes .