Steve Cominsky
About Steve Cominsky
Steve Cominsky (age 55) has served as a director of Venu since April 2021. He brings 30+ years of food, beverage, and hospitality operations experience; he founded CC Management & Development Corp LLC in 2013 and Social Bar & Lounge in 2018. He holds a BA in Economics from Bloomsburg University of Pennsylvania. The Board has determined he is an independent director under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venu Holding Corporation | Director | Apr 2021–present | Member: Audit; Nominating & Corporate Governance |
| CC Management & Development Corp LLC | Founder | 2013–present | Boutique consulting in restaurant/bar ops; strategy and operations oversight |
| Social Bar & Lounge | Founder/Operator | 2018–present | Oversight and operations of upscale bar/lounge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roth Industries, LLC | Member (ownership <1%) | Not specified | Venu owns 2.0% of Roth Industries; multiple related-party ties; Cominsky is a member (<1%) |
Board Governance
- Committee assignments: Audit Committee (members: Dave Lavigne, Steve Cominsky; Lavigne is audit committee financial expert); Nominating & Corporate Governance Committee (members: Dave Lavigne, Steve Cominsky, Matt Craddock); Compensation Committee (members: Dave Lavigne, Matt Craddock) .
- Independence: Board determined all directors except JW Roth, Mitchell Roth, and Heather Atkinson are independent; Cominsky qualifies as independent .
- Attendance: In 2024, the Board held 2 meetings; each committee held 1; all directors attended at least 75% of Board and applicable committee meetings; in 2025 to date, the Board held 1 meeting .
- Lead Independent Director: Company does not have a designated lead independent director; all three standing committees are composed of independent directors .
Fixed Compensation
| Component | Amount | Period/Terms |
|---|---|---|
| Board meeting fee (in-person, on-site) | $2,500 per meeting | 2024 policy |
| Fees earned (Cominsky) | $5,000 | 2024 total cash fees |
| Other cash compensation (Cominsky) | $0 disclosed | 2024 director services (no “All Other Compensation” for Cominsky) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Fair Value (Cominsky) |
|---|---|---|---|---|---|
| Compensatory warrant for Board service | 2024 | 20,000 warrant shares | $10.00 per share | Vests ratably over 2 years beginning Feb 28, 2025 | $58,099 (ASC 718 grant-date fair value) |
- Equity plan features: The Amended and Restated 2023 Omnibus Incentive Compensation Plan permits options, SARs, restricted stock/RSUs, and performance awards; proposals in 2025 sought to increase reserved shares from 2,500,000 to 7,500,000 due to no remaining share availability as of Sep 3, 2025 .
- Change-of-control terms: Non-cash awards (options, SARs, RSUs, performance shares) fully vest if awards are not assumed/continued or upon qualifying termination within two years post-CoC; cash-based awards similarly accelerate under specified conditions (subject to Section 409A limits) .
- MNPI controls for equity awards: Company applies blackout periods and may delay grants around MNPI; no options/awards granted to NEOs within four business days before or one business day after MNPI filings in 2024 .
Other Directorships & Interlocks
| Entity | Nature | Potential Conflict Considerations |
|---|---|---|
| Roth Industries, LLC | Cominsky is a member (<1% interest) | Venu owns 2.0% of Roth Industries and shares marketing and licensing arrangements tied to Bourbon Brothers brand; multiple Venu insiders have interests—monitor for related-party exposure and information flow . |
Expertise & Qualifications
- Industry: 30+ years in hospitality operations and management; concept development, re-branding, operations oversight .
- Financial literacy: Audit Committee members (incl. Cominsky) are deemed financially literate by the Board; Lavigne designated as audit committee financial expert .
- Education: BA in Economics, Bloomsburg University of Pennsylvania .
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (incl. exercisable within 60 days) | 82,882 shares; <1% of class | Sep 3, 2025 | Percentage per 43,186,232 shares outstanding; beneficial ownership rules include options/warrants exercisable within 60 days |
| Direct common shares (post-trade) | 67,049 shares | Jul 11, 2025 | Reflects after selling 93 shares; Form 4 filed Jul 14, 2025; 10b5-1 plan box checked |
- Ownership guidelines and pledging: No director stock ownership guidelines disclosure identified; Insider Trading Policy governs trading windows/blackouts; no pledging/hedging disclosures found specific to Cominsky .
Insider Trades
| Date | Type | Shares | Price | 10b5-1 Plan | Post-Trade Direct Holdings |
|---|---|---|---|---|---|
| Jul 11, 2025 | Sale | 93 | $12.20 | Yes (checkbox ticked) | 67,049 |
Governance Assessment
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Strengths:
- Independent director with hospitality operating expertise; serves on Audit and Nominating & Corporate Governance committees; Board deems audit committee members financially literate .
- Standing committees composed solely of independent directors; active committee oversight of risk, governance, and compensation .
- Transparent director compensation structure centered on per-meeting cash and equity warrants; vesting over two years fosters at-risk alignment .
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Watch items / RED FLAGS:
- Related-party exposure via Roth Industries: Venu owns 2% of Roth Industries, and the company has licensing and financial arrangements; Cominsky holds a (<1%) membership interest—monitor for conflicts and recusal practices in matters involving Roth entities .
- No lead independent director designated, which can dilute independent board leadership in a founder-led company .
- Equity plan capacity constraints (no shares available as of Sep 3, 2025) prompted a large increase request; while common for growing issuers, dilution risk warrants tracking grant practices and performance linkages .
- Attendance disclosed only at “≥75%” threshold rather than individual rates—continue monitoring for individual engagement signals .
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Compensation structure signals:
- Directors compensated per meeting ($2,500 in-person) and periodic warrants (20,000 at $10; two-year vesting starting Feb 28, 2025). No annual cash retainer disclosed; absence of formalized schedule for equity grants suggests discretionary timing—ensure MNPI controls continue to be observed .
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Policies:
- Insider Trading Policy with blackout periods and 10b5-1 framework noted; Cominsky’s small 2025 sale was under a 10b5-1 plan per Form 4 .