JW Roth
About JW Roth
JW Roth, age 62, is Founder, Chairman, and Chief Executive Officer of Venu Holding Corporation. He has led VENU since inception (CEO since May 2021; Chairman since April 2021), with 30+ years of private/public company experience (co‑founder/chairman of Roth Industries; prior work taking Aspen Bio and Where Food Comes From public) . Education is not disclosed. Key operating performance reference points during his tenure: quarterly revenues ranged from ~$3.5M to ~$5.4M over the past eight quarters while EBITDA remained negative, indicating growth initiatives alongside investment losses; VENU is an Emerging Growth Company with limited compensation disclosure and no required say‑on‑pay vote .
Recent operating performance:
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($USD) | $3,912,089* | $3,939,743* | $4,175,238* | $5,451,975 | $4,267,427* | $3,499,159 | $4,487,307 | $5,384,754 |
| EBITDA ($USD) | -$2,395,138* | -$12,360,321* | -$3,742,894* | -$2,572,541* | -$5,046,140* | -$17,167,000* | -$8,932,288* | -$8,640,956* |
| Net Income ($USD) | -$2,817,875* | -$15,598,938* | -$4,521,099* | -$3,932,221* | -$6,287,497* | -$18,063,730* | -$11,417,233* | -$6,361,487* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Venu Holding Corporation | Chairman; CEO; Founder | Chairman since Apr 2021; CEO since May 2021 | Led public listing, expansion of hospitality/music venues |
| Aspen Bio, Inc. | Advisor/Contributor to IPO efforts | Not disclosed | Helped take company public |
| Where Food Comes From, Inc. | Advisor/Contributor to IPO efforts | Not disclosed | Helped take company public |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roth Industries, LLC | Co‑founder; Chairman; ~20% member interest | Current | Food manufacturing; licensing partner for Bourbon Brothers brand |
| Centennial Standard Real Estate Co., LLC | Sole Manager; 50% owner | Current | Real estate development/investment |
| Touch 4 Partners, LLC | Co‑manager (venture fund) | Current | Investment oversight |
| GA HIA, LLC | Co‑manager (real estate holding) | Current | Landlord to GA venues; sets lease terms impacting VENU operations |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | $400,000 | Employment agreement sets minimum 2.5% annual increase |
| 2024 | $500,000 (effective Oct 1, 2024) | Reflects adjustment |
| Board Fees | $7,500 (each of 2023 and 2024) | Paid for board service and meeting attendance |
Performance Compensation
- Discretionary Cash Bonus: $6,609 (2023) and $14,036 (2024) ; VENU has not awarded objective annual incentive compensation tied to predefined metrics; bonuses are discretionary based on company performance and individual contributions .
- Equity Awards: Predominantly compensatory warrants; option awards reported in summary table are ASC 718 fair values (not realized) . VENU’s Amended & Restated 2023 Omnibus Plan permits options/RSUs/performance awards; no grants under the Plan in 2024 .
Outstanding equity awards (as of Dec 31, 2024):
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Strike | Expiration | Vesting |
|---|---|---|---|---|---|---|
| Warrant | 10/11/2022 | 250,000 | — | $3.00 | 10/11/2027 | Fully exercisable |
| Warrant | 4/19/2022 | 166,667 | 333,333 | $2.00 | 4/19/2029 | 4‑yr ratable, annual |
| Warrant | 4/5/2021 | 49,999 | 16,667 | $0.12 | 4/5/2026 | 4‑yr ratable |
| Warrant | 1/17/2024 | 500,000 | — | $10.00 | 1/16/2027 | Fully exercisable |
| Warrant | 2/28/2024 | 166,667 | 333,333 | $10.00 | 2/28/2031 | 4‑yr ratable; first vest at issuance |
| Option (CIC guarantee consideration) | 1/14/2025 | 1,250,000 (exercisable) | — | $10.00 | 5‑yr term (granted Jan 14, 2025) | Immediately exercisable |
Performance incentives design:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual performance metrics | Not used in 2023–2024 | N/A | N/A | Discretionary bonus | N/A |
| Equity warrants | N/A | N/A | N/A | Granted based on dollar equivalent of cash bonus | Schedules above |
Clawback and trading policies:
- Executive Compensation Clawback Policy adopted Nov 25, 2024; applies to incentive‑based compensation tied to financial reporting measures; recovery upon “Big R” or “little r” restatement (3‑year look‑back), including stock price/TSR‑based awards using reasonable estimates .
- Insider Trading Policy prohibits hedging and pledging/margin accounts; blackout periods and pre‑clearance for insiders .
Equity Ownership & Alignment
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| JW Roth | 13,023,250 | 30.2% | Includes 1,524,999 warrant shares vesting within 60 days, 1,250,000 option shares exercisable Jan 14, 2025, and 999,720 trust‑held shares (KMR Living Trust) |
| All directors & officers (8) | 14,773,148 | 34.2% | Consolidated group holding |
Alignment considerations:
- Large founder ownership (30.2%) aligns interests but implies control influence .
- No pledging allowed by policy; hedging prohibited, reducing misalignment risk .
- Director equity compensation via warrants (20,000 at $10 strike in 2024; 2‑year ratable vesting starting Feb 28, 2025) .
Recent related‑party economics (red‑flag review):
- Personal guarantee fees paid to JW Roth: $146,919 (2024) and $109,794 (2023) for debt principal balances guaranteed; plus 500,000 $10 warrants tied to a $10M note guarantee; and a 1,250,000 $10 option granted for MEDC McKinney Note guarantee, immediately exercisable . Lease and brand transactions with entities managed by Roth and board members; GA HIA and HIA lease terms and rent flows to related parties .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | June 6, 2023 (Roth Employment Agreement) |
| Role | CEO |
| Base salary | $400,000 with ≥2.5% annual increase; later increased to $500,000 effective Oct 1, 2024 |
| Term & renewal | Through Nov 6, 2028; auto‑renews for successive one‑year terms unless either party gives ≥6‑month notice |
| Severance (non‑cause / good reason) | Lump sum = 1× current base salary + prior‑year bonus; COBRA premium reimbursement up to 18 months; all unvested options/equity granted during term fully vest and become exercisable for 12 months post‑termination |
| Change‑in‑Control (double trigger window) | If termination (non‑cause/good reason) within 3 months before or 2 years after CIC: lump sum = 2× base salary + prior‑year bonus, plus COBRA and 12‑month full vesting/exercisability benefits |
| CIC definition | >50% voting power change; sale of substantially all assets; certain mergers; or board turnover beyond “Incumbent Board” test |
Board Governance
- Dual role: JW Roth serves as both CEO and Chairman; no designated Lead Independent Director; Board believes combined role enhances accountability/unified leadership; committees composed solely of independent directors .
- Independence: Majority independent; non‑independent directors are JW Roth, Mitchell Roth, and Heather Atkinson .
- Committees:
- Audit: Dave Lavigne (Chair; financial expert), Steve Cominsky .
- Compensation: Dave Lavigne, Matt Craddock .
- Nominating & Corporate Governance: Dave Lavigne, Steve Cominsky, Matt Craddock .
- Activity: 2024—Board met twice; each committee met once; all directors attended ≥75% of meetings .
- Director compensation: Non‑employee directors received $2,500 per in‑person meeting and 20,000‑share warrants at $10 in 2024, vesting over 2 years starting Feb 28, 2025 . JW Roth and CFO received $7,500 board fees reflected in “All Other Compensation” .
Compensation Summary (NEO table extract)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $428,378 | $14,036 | $368,460 | $70,191 | $881,064 |
| 2023 | $386,234 | $6,609 | $133,112 | $42,160 | $568,115 |
Notes: “Option awards” reflect ASC 718 fair value of compensatory warrants; All Other includes car allowance ($30,044 in 2024; $19,009 in 2023), medical benefits, and $7,500 board fees .
Say‑on‑Pay & Peer Group
- EGC status exempts VENU from say‑on‑pay and CD&A; no peer group or target percentile disclosed .
Risk Indicators & Red Flags
- Extensive related‑party transactions (leases, brand royalties, personal guarantee fees/options/warrants to JW Roth) present governance/independence considerations .
- Dual CEO/Chairman with no Lead Independent Director reduces independent counterbalance .
- Incentive design relies on discretionary bonuses and warrants rather than clear pay‑for‑performance metrics .
Investment Implications
- Alignment: Founder’s 30.2% stake and anti‑hedging/pledging policies align interests; clawback policy strengthens governance .
- Retention risk: Robust severance and CIC terms (accelerated vesting; 1×/2× cash multiples) reduce turnover risk but raise potential payout magnitude in strategic events .
- Selling pressure: Large blocks of warrants/options at $10 strike with staged vesting could create episodic liquidity events; however, blackout/pre‑clearance controls moderate timing .
- Pay‑for‑performance: Absence of defined performance metrics in annual incentives limits line‑of‑sight; migrating from warrants to Plan‑based performance awards (post‑share reserve increase) could improve alignment .
- Governance: Dual‑role CEO/Chairman and related‑party transactions warrant continued monitoring; independent committee oversight is a mitigating factor .