Heather Atkinson
About Heather Atkinson
Heather Atkinson, 48, is Venu Holding Corporation’s Chief Financial Officer, Secretary, Treasurer, and a member of the Board of Directors; she serves as the company’s Principal Financial and Accounting Officer and has been a director since April 2021 . She has been Venu’s CFO since the company’s inception (March 2017) and is a licensed CPA with a B.S. in Accounting from Evangel University . Under Emerging Growth Company (EGC) accommodations, Venu’s proxy does not include pay-versus-performance or TSR tables; there are no disclosed company TSR, revenue growth, or EBITDA growth metrics tied to Heather’s pay in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Venu Holding Corporation | Chief Financial Officer, Secretary, Treasurer | 2017–present | Principal financial and accounting officer; led public company reporting as Venu listed on NYSE American . |
| Accredited Members Acquisition Corporation / Accredited Members Holding Corporation | Controller, Secretary, Treasurer | Not disclosed | Public company financial reporting, consolidations, SEC reporting experience . |
External Roles
| Organization | Role | Years | Strategic/Related-Party Link |
|---|---|---|---|
| Roth Industries, LLC | Director and Treasurer | Current | Venu holds an interest; brand licensing and cost-sharing arrangements exist with Roth entities . |
| Hospitality Income & Asset, LLC (HIA) | Treasurer | Current | HIA leases real estate to Venu subsidiaries; lease payments totaled ~$574k in 2024 . |
| 13141 BP, LLC | Treasurer | Current | Entity owns property leased to a Venu restaurant operating entity; rent/CAM arrangements in 2024 . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 217,594 | 255,301 |
| Annualized Base at Year-End ($) | 200,000 (as of 12/31/2023) | 270,000 (effective 10/1/2024) |
| Director Board Fee Included in “All Other” ($) | 7,500 | 7,500 |
| All Other Compensation ($) | 35,867 (includes car allowance/benefits and board fee) | 50,880 (includes car allowance/benefits and board fee) |
Notes:
- Venu uses base salary plus discretionary bonuses; no formal target bonus % disclosed for NEOs to date .
Performance Compensation
Annual Bonus (Cash)
| Metric | 2023 | 2024 | Vesting/Notes |
|---|---|---|---|
| Discretionary Cash Bonus ($) | 6,609 | 13,218 | Venu has not implemented target-based annual incentives; bonuses are discretionary based on company and individual contribution . |
Equity Awards (Grant Fair Value)
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Option/Warrant Awards – Grant Date Fair Value ($) | 33,893 | 295,262 | Equity compensation delivered as compensatory warrants in recent years; fair value per ASC 718 . |
Outstanding Equity Awards and Vesting Schedules (as of 12/31/2024)
| Type | Grant Date | Expiration | Exercisable (#) | Unexercisable (#) | Exercise Price | Vesting Details |
|---|---|---|---|---|---|---|
| Compensatory Warrant | 5/27/2020 | 5/27/2025 | 33,335 | — | 1.20 | Fully exercisable; expired 5/27/2025 . |
| Compensatory Warrant | 4/5/2021 | 4/5/2026 | 8,333 | 8,333 | 0.60 | Ratable over 4 years from grant (first anniversary) . |
| Compensatory Warrant | 4/11/2022 | 4/11/2029 | 31,250 | 93,750 | 2.00 | 1/4 on each annual anniversary over 4 years . |
| Compensatory Warrant | 10/11/2022 | 10/11/2027 | 150,000 | — | 3.00 | Fully exercisable . |
| Compensatory Warrant | 2/28/2024 | 2/28/2031 | 66,667 | 133,333 | 10.00 | 4-year ratable; first tranche vested on grant date . |
| Compensatory Warrant | 10/1/2024 | 10/1/2031 | 30,695 | 61,388 | 10.00 | 2-year ratable; first tranche vested on grant date . |
Implications:
- Equity awards are time-based warrants (no disclosed performance metrics), creating straightforward service-vesting and potential vest-date selling pressure windows .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Total Beneficial Ownership (shares) | 632,626 (includes derivatives exercisable/vesting within 60 days) |
| Ownership as % of Outstanding | 1.5% |
| Warrants/Options Exercisable or Vesting within 60 Days (included above) | 488,474 shares |
| Direct Common Shares at IPO-era Filing (Form 3) | 148,248 (as of 11/25/2024) |
| Stock Ownership Guidelines | Not disclosed in proxy . |
| Pledging/Hedging | Insider Trading Policy adopted; no explicit pledging prohibition disclosed in cited sections. Grants are timed to avoid MNPI; blackout policies in place . |
Employment Terms
- Status: At-will. Venu discloses only the CEO’s employment agreement; neither Heather Atkinson nor other NEOs (besides the CEO) have employment agreements providing contractual severance or change-in-control severance rights .
- Equity Treatment on Change in Control: Under the 2023 Omnibus Incentive Plan, non-cash awards fully vest if not assumed/continued at CoC, or upon qualifying termination within two years post-CoC (double-trigger). Options/SARs become fully exercisable; time-based restrictions lapse; performance-based awards vest at target; RSUs vest; subject to Section 409A constraints .
Board Governance
- Role and Independence: Atkinson is an executive director and is not independent under NYSE American rules .
- Board/Leadership Structure: CEO (JW Roth) also serves as Chairman; no Lead Independent Director .
- Committees (Independent Directors Only):
- Audit: Dave Lavigne (financial expert), Steve Cominsky .
- Compensation: Dave Lavigne, Matt Craddock .
- Nominating & Corporate Governance: Dave Lavigne, Steve Cominsky, Matt Craddock .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024; Board held two meetings in 2024 and one in 2025 to-date at proxy print .
Director Compensation (Relevance to Dual Role)
- Non-employee directors received $2,500 per in-person meeting and warrants (20,000 shares at $10.00, vesting over two years beginning 2/28/2025) in 2024 .
- As an employee-director, Atkinson’s board compensation was captured within her NEO disclosure: “All Other Compensation” includes $7,500 received in her capacity as a Board member plus meeting fees .
Compensation Structure Analysis
- Cash vs Equity Mix Shift: 2024 saw a substantial step-up in equity grant fair value ($295k vs $34k in 2023), increasing at-risk, equity-linked compensation .
- Annual Incentive Design: No disclosed target/metric framework; bonuses are discretionary, reducing pay-for-performance transparency and allowing ex-post discretion .
- Equity Design: Time-based warrants dominate (no PSU metrics disclosed), which can weaken performance linkage relative to PSUs but support retention via vesting .
- Grant Timing Controls: Insider Trading Policy, blackout periods, and procedures to avoid MNPI “spring-loading”; no grants within the MNPI window in 2024 .
Related Party Transactions (Governance Risk Indicators)
- HIA Leases: Venu subsidiaries paid ~$574k in 2024 lease payments to HIA; Atkinson is Treasurer of HIA (and CFO of Venu). JW Roth is founder/manager of HIA and <1% owner .
- Roth Industries: Atkinson is Treasurer/director. Venu has licensing/royalty arrangements and other dealings with Roth entities .
- Broader Board Interlocks: Additional related-party interests exist among other directors (e.g., GA HIA, Old Mill) though not specific to Atkinson personally .
Say-on-Pay & Shareholder Feedback
- EGC Status: Venu is an EGC and not required to conduct say-on-pay votes at this time; no historical say-on-pay results disclosed .
- 2025 Annual Meeting Voting: Shareholders approved increasing the Incentive Plan share reserve to 7.5 million (For 22,679,369; Against 1,786,636; Abstentions 132,774), and re-elected Atkinson as a director (Votes For 24,554,458; Against 44,321; Broker Non-Votes 1,795,855) .
Equity Plan and Change-in-Control Economics (Company-Level)
- Plan Capacity/Structure: Share reserve increased from 2.5 million to 7.5 million; plan permits stock options, SARs, restricted stock, RSUs, performance awards; administered by the Compensation Committee .
- CoC Treatment: Double-trigger vesting if awards are assumed (vesting on qualifying termination within two years) or single-trigger effectively if awards are not assumed; performance awards vest at target .
Expertise & Qualifications
- Credentials: Licensed CPA; B.S. in Accounting (Evangel University) .
- Experience: 25+ years in accounting/finance, including SEC reporting, consolidations, M&A, and restructuring across public and private companies .
Investment Implications
- Alignment and Retention: Significant time-based warrant overhang with multi-year vest schedules supports retention but offers limited explicit performance linkage; absence of target-based annual bonus metrics reduces pay-for-performance clarity .
- Selling Pressure Windows: Multiple large time-based warrant tranches vest in 2025–2026 (e.g., 2/28 and 10/1 schedules), creating potential windows for insider liquidity events absent trading plan constraints .
- Governance Considerations: Atkinson’s dual role (CFO + director) and non-independence, combined with CEO also serving as Chair and the presence of related-party relationships (HIA, Roth Industries), elevate governance risk; mitigated in part by independent-only committees and attendance metrics .
- Change-in-Control Economics: Plan-level double-trigger vesting could accelerate significant equity value upon CoC scenarios (or if awards are not assumed), which is protective for management but may increase deal-related dilution/costs .
- Shareholder Signaling: Strong approval of the 2025 share reserve increase suggests investor tolerance for continued equity usage to fund growth and retention, but ongoing monitoring of dilution and grant sizing is warranted .