Justin Yorke
About Justin Yorke
Justin Yorke (age 59) has served on Splash Beverage Group’s Board since March 31, 2020 and previously served as Company Secretary until resigning from that role on September 25, 2025. He has 25+ years in finance managing funds in Hong Kong and the U.S., is a partner at Arroyo Capital Management, and manages Richland Fund, JMW Fund, and San Gabriel LLC; he holds a B.A. from UCLA and is Chairman of the Board at Processa Pharmaceuticals, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splash Beverage Group (SBEV) | Director | Mar 31, 2020–present | Audit, Compensation, and Nominating Committee member |
| Splash Beverage Group (SBEV) | Corporate Secretary | Mar 31, 2020–Sep 25, 2025 | Board acknowledged Secretary role; independence reviewed with counsel |
| JMG Exploration | Director/CEO | Prior role (dates not specified) | Executive leadership |
| Jed Oil | Non‑Executive Chairman | Prior role (dates not specified) | Board leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Processa Pharmaceuticals (PCSA) | Chairman; Director | Chairman since Sep 2017; Director since Aug 2017 | Audit Committee Chair; governance oversight |
| Arroyo Capital Management; San Gabriel Advisors | Partner; Fund Manager | Since 2004 | Manages San Gabriel, JMW, Richland funds |
Board Governance
- Committee assignments: Audit Committee member (Thomas Fore, Chair), Compensation and Management Resources Committee member, Nominating and Corporate Governance Committee member; all three committees comprised of independent directors per NYSE standards .
- Independence status: Board determined Yorke is independent under NYSE rules despite his prior Secretary role; counsel noted NYSE guidance that acting as Corporate Secretary can disqualify independence—Board relied on limited scope of Secretary actions to affirm independence (governance risk) .
- Attendance: All directors attended >75% of Board and applicable Committee meetings in 2024; Board held 6 meetings and 6 unanimous written consents; Audit held 4, Nominating 2, Compensation 2 .
- Audit Committee report signatories: Bill Caple, Thomas Fore, Justin Yorke .
- Clawback and insider trading policies: Clawback policy adopted Sept 20, 2023 for executive officers pursuant to Rule 10D‑1; insider trading policy prohibits hedging without prior approval .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Cash director fees | Not disclosed for Yorke | 2024 table lists other directors (Caple, Paglia) but no line item for Yorke . |
| Option awards (legacy) | Company disclosed director options granted/exercisable generally; Yorke-specific 2024 details not itemized | Directors “were paid compensation in cash and options”; options had ~$18 weighted avg exercise price . |
Performance Compensation
| Equity Award | Grant Date | Instrument | Quantity | Exercise/Strike | Term | Vesting |
|---|---|---|---|---|---|---|
| Annual director grant | Aug 15, 2025 | Warrant | 750,000 | $0.80 per share | 5 years | One‑third vests immediately; remainder vests quarterly over 2 years, subject to service . |
- Performance metrics tied to director compensation: None disclosed (Committee approves non‑employee director pay; no TSR/EBITDA/ESG metrics cited for directors) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Processa Pharmaceuticals (PCSA) | Chairman; Audit Chair | Governance expertise; no disclosed commercial ties to SBEV . |
| Richland Fund LLC; JMW Fund LLC; San Gabriel LLC | Manager | Funds hold SBEV shares (see Equity Ownership); related voting/disposition influence . |
Expertise & Qualifications
- Education: B.A., UCLA .
- Technical/functional: Portfolio management, fund governance, audit committee leadership; experience as corporate executive and board chair .
- Industry: Finance and investment management; beverage sector exposure via SBEV directorship .
Equity Ownership
| Category | Shares/Units | % of Common | Notes |
|---|---|---|---|
| Warrants (beneficially owned) | 762,500 | N/A | Warrants to purchase common stock . |
| Options (beneficially owned) | 6,250 | N/A | Options to purchase common stock . |
| Richland Fund LLC (managed by Yorke) | 82,431 | N/A | Direct shares . |
| JMW Fund LLC (managed by Yorke) | 34,950 | N/A | Direct shares . |
| San Gabriel LLC (managed by Yorke) | 19,772 | N/A | Direct shares . |
| Total beneficial ownership (incl. derivatives) | 912,415 | 29.0% | Based on 2,374,226 shares outstanding as of Oct 2, 2025 . |
- Pledging/Hedging: No pledging disclosed; hedging restricted without compliance officer approval under insider trading policy .
- Ownership guidelines: Not disclosed for directors .
Equity Ownership & Incentive Structure Context
- Company proposed and relies on significant new share issuance under Convertible Securities (up to ~29,976,592 shares) and ELOC (up to ~43,750,000 shares), indicating elevated dilution risk alongside insider warrant grants (including directors) .
Related Party Transactions & Conflicts
- Funds managed by Yorke hold SBEV shares (Richland, JMW, San Gabriel), creating potential voting/exit conflicts; disclosed as components of his beneficial ownership .
- Proxy details list multiple related‑party financings and guarantees primarily involving the CEO; no transaction specifically identified with Yorke beyond fund ownership .
Risk Indicators & Red Flags
- Independence ambiguity: Prior Corporate Secretary role with counsel noting NYSE guidance that acting as Secretary impairs independence; Board nevertheless classified Yorke as independent (potential governance red flag) .
- Late Section 16 reporting: Proxy states Yorke did not file Form 4 for the Aug 15, 2025 warrant grant (compliance weakness) .
- Dilution alignment risk: Directors (including Yorke) received large low‑strike warrants; simultaneous proposals to issue large share volumes under Convertible Securities and ELOC can erode minority shareholder value (alignment risk) .
- Company going concern and listing compliance issues: FY2024 audit includes going concern emphasis; historical NYSE American compliance deficiencies and late filings increase governance and market risk .
Compensation Committee Analysis
- Composition: Fore, Caple, Yorke (all independent per Board); Committee sets executive salaries/bonuses, administers equity plans, and approves non‑employee director compensation; may retain independent compensation consultants (none disclosed) .
- Clawback/forfeiture: Executive clawback policy per Rule 10D‑1; Plan forfeiture provisions for directors upon specified misconduct or competing activities .
Governance Assessment
- Board effectiveness: Yorke brings deep audit and finance expertise and external audit chair experience; strong committee coverage (Audit/Comp/Nominating) supports oversight capacity .
- Independence and compliance concerns: Secretary role through 2025 with counsel’s independence warning and late Form 4 filing indicate process weaknesses; heavy insider incentives amid large dilution proposals pose investor alignment questions .
- Overall signal: Mixed—valuable financial governance skill set but independence/compliance red flags and dilution dynamics warrant heightened monitoring by investors .
Appendix: Meeting & Policy Disclosures
- Board/committee meeting counts (2024): Board 6 (plus 6 unanimous consents); Audit 4; Nominating 2; Compensation 2 .
- Anti‑hedging: Prohibited without compliance approval .
- Clawback: Adopted Sept 20, 2023 for executive officers .