Mitchell Roth
About Mitchell Roth
Mitchell Roth (age 35) has served as a director of Venu Holding Corporation since April 2021. He is not considered an independent director due to family and business relationships and also works part‑time for Venu as a Strategy Consultant. He is President & CEO of Roth Industries, LLC and holds a B.S. in Business Finance and Economics from Liberty University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roth family companies (various) | Operational and advisory roles | Pre‑2015 (unspecified) | Family enterprise experience |
| Laidlaw & Company, Ltd. | Investment banking (operational/advisory capacity noted) | May 2013 – Jan 2014 | Finance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roth Industries, LLC | President & CEO; ~10% owner | Affiliated since 2015 | CPG prepared foods; 8,000+ retail distribution points; related‑party to Venu via Bourbon Brothers licensing |
| Centennial Standard Real Estate Company, LLC | 50% owner | Not disclosed | Real estate development/investment |
Board Governance
- Independence: Not independent (Board determined only JW Roth, Mitchell Roth, and Heather Atkinson are non‑independent) .
- Committee assignments: None (not listed as member of Audit, Compensation, or Nominating & Corporate Governance) .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; Board held two meetings in 2024 and one meeting YTD 2025 .
- Tenure on Board: Director since April 2021 .
- Lead Independent Director: Company has no designated lead independent director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board meeting fees (cash) | $5,000 | $2,500 per in‑person meeting |
| Consulting fees (Strategy Consultant) | $90,000 | Corporate financial writing assistance and IR duties (non‑director services) |
| Total Fixed Cash | $95,000 | Sum of cash elements |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise/Strike | Vesting | Grant‑Date Fair Value |
|---|---|---|---|---|---|
| Director compensatory warrant | 2024 (annual director grant) | 20,000 | $10.00 | Vests ratably over 2 years beginning 2/28/2025 | Included in 2024 option award value below |
| Option/Warrant awards (total 2024) | 2024 | — | — | As specified above | $91,117 (fair value under ASC 718) |
- Performance metrics: None disclosed for director equity; vesting is time‑based, not tied to financial/TSR/ESG outcomes .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed . |
| Private/company interlocks | President & CEO (and ~10% owner) of Roth Industries, which licenses the Bourbon Brothers brand from Venu and shares advertising costs; Venu also owns 2.0% preferred units in Roth Industries . |
| Family ties | Son of JW Roth (Venu Chairman & CEO) . |
| Additional board interlocks | Other Venu insiders (Heather Atkinson, Steve Cominsky) hold small interests in Roth Industries (each <1%) . |
Expertise & Qualifications
- Functional: CPG/operations leadership; investor relations/communications (via Venu consulting) .
- Finance: Undergraduate degree in finance and economics; prior exposure to investment banking .
- Governance: Not designated as “audit committee financial expert”; not serving on key board committees .
Equity Ownership
| Holder | Beneficial Ownership (Common + Derivatives) | % of Class | Notable Details |
|---|---|---|---|
| Mitchell Roth | 692,062 shares | 1.6% | Includes 342,082 shares underlying warrants vested or vesting within 60 days of 9/3/2025 . |
- Vested vs unvested: Proxy discloses portion of holdings via warrants exercisable within 60 days; additional unvested director warrant from 2024 vests through 2026 .
- Pledging/hedging: No pledging or hedging disclosures specific to Mr. Roth; company insider trading policy outlines blackout practices but does not specify pledging restrictions in cited sections .
Insider Trades
| Date | Form | Summary | Source |
|---|---|---|---|
| 2025‑06‑20 | Form 144 | Notice of proposed sale of VENU securities by “Roth Mitchell R.” |
Note: The Form 144 indicates an intent to sell under Rule 144; the proxy does not list subsequent Form 4 sale details for Mitchell Roth in the cited materials. Use as a signal of potential liquidity activity in mid‑2025 .
Related Party Transactions (Mitchell‑Linked)
- Roth Industries licensing: Venu (owner of the Bourbon Brothers brand) licensed use for grocery products to Roth Premium Foods (a Roth Industries subsidiary), receiving royalties and sharing advertising; Roth Industries ownership includes JW Roth (~20%), Mitchell Roth (~10%), Heather Atkinson (<1%), and others; Venu also owns 550,000 preferred units (2.0%) of Roth Industries .
- Consulting arrangement: Mitchell Roth provides corporate financial writing and investor relations services to Venu for $90,000 annually in addition to director fees/equity .
Governance Assessment
- Independence and conflicts: Not independent; direct family relationship with CEO (father/son) and executive role at a related‑party (Roth Industries) with ongoing commercial arrangements with Venu. Also receives $90,000 consulting fees from Venu beyond standard director compensation. These factors create multiple actual and perceived conflicts that can affect investor confidence .
- Board effectiveness: No committee assignments (Audit/Comp/NCG), limiting direct oversight contributions in key governance functions; attendance met the ≥75% threshold .
- Pay structure: Director compensation includes time‑based equity (warrants) without disclosed performance conditions; additional consulting cash pay increases fixed/guaranteed mix .
- Ownership alignment: Holds ~1.6% beneficial stake (including near‑term exercisable warrants), signaling alignment; also filed a Form 144 indicating intent to sell in June 2025, suggesting potential liquidity needs or diversification .
- Broader governance context: Company has no lead independent director and relies on a combined CEO/Chair; as an EGC, Venu is exempt from say‑on‑pay, reducing direct shareholder feedback on compensation .
RED FLAGS
- Non‑independence due to family ties and related‑party roles (Roth Industries) .
- Additional $90,000 consulting relationship with the Company beyond director duties .
- Time‑based director equity grants with no disclosed performance metrics .
- Related‑party licensing and shared advertising with Roth Industries where he is CEO .
- Intent to sell (Form 144) in 2025, potentially signaling liquidity or diversification; monitor for Form 4 follow‑through .
CITATIONS
- Board composition, independence, leadership structure, attendance, committees:
- Biography, roles, education:
- Director compensation (cash, equity, consulting):
- Beneficial ownership:
- Related‑party transactions with Roth Industries:
- Form 144 filing: