Thomas Finke
About Thomas Finke
Thomas Finke (age 61) joined Venu Holding Corporation’s Board in May 2025 as an independent director. He brings over 35 years in financial services, including serving as Chairman & CEO of Babson Capital and leading its 2016 merger into Barings, where AUM grew from ~$271B to >$350B in four years before his retirement in November 2020. He holds a B.S. from the University of Virginia and an MBA from Duke University (Fuqua) and currently serves as a non-executive director at Invesco Ltd. (NYSE: IVZ) . The Board classifies him as independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Babson Capital (MassMutual subsidiary) | Chairman & CEO | Appointed Dec 2008 | Led operations and strategy; platform later merged to form Barings |
| Barings, LLC | Chairman & CEO | 2016–Nov 2020 | Led consolidation; grew AUM from ~$271B to >$350B in four years |
| Venu Holding Corporation | Director | May 2025–present | Independent director; not listed on Board committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. (NYSE: IVZ) | Non-Executive Director | Current as of Dec 31, 2024 | Global investment manager (~$1.85T AUM as of 12/31/2024) |
| Davidson College | Board/Nonprofit Leadership | Current | Nonprofit governance |
| Duke University – Fuqua School of Business | Board/Nonprofit Leadership | Current | Academic governance |
| National Math and Science Initiative | Board/Nonprofit Leadership | Current | STEM education governance |
Board Governance
- Independence: The Board determined that all directors except JW Roth, Mitchell Roth, and Heather Atkinson are independent; Finke qualifies as independent .
- Committee assignments: Audit (Lavigne, Cominsky), Compensation (Lavigne, Craddock), and Nominating & Corporate Governance (Lavigne, Cominsky, Craddock) are all-independent; Finke is not listed as a member of these committees .
- Attendance: In 2024, the Board held two meetings and each committee held one; all directors attended at least 75% of applicable meetings. In 2025 to date, the Board held one meeting .
- Lead independent director: The company does not have a designated lead independent director; committees are fully independent .
- Annual meeting: Directors are encouraged to attend annual shareholder meetings .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Meeting fees (cash) | $2,500 per in-person Board meeting (2024 policy) | Paid to non-employee directors attending in-person/on-site; Finke appointed in 2025 (policy context) |
| Other director cash comps | Case-by-case for services beyond Board duties | Example policies disclosed; not specific to Finke |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Strike Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock Option (contingent on Plan amendment) | May 2025 | 250,000 | Not disclosed | 50,000 vest upon shareholder approval of Plan amendment; remaining vest pro rata on each of first four anniversaries of appointment | Not disclosed | Grant contingent on increasing Plan share reserve at 2025 Annual Meeting |
| Equity Plan mechanics | Ongoing | Options, SARs, RSU, Restricted Stock, Performance Awards | FMV at grant for options; SAR ≥ FMV | Performance awards may use multiple business criteria; committee discretion | Option term ≤10 years (≤5 years for certain ISOs) | Plan includes double-trigger vesting on change-in-control for non-cash awards if not assumed or upon qualifying termination within 2 years |
Performance metrics for director awards are not specified; the Plan allows performance-based awards generally, but the disclosed 2025 option for Finke appears time-based contingent on shareholder approval rather than metric-based .
Other Directorships & Interlocks
| Company | Relationship to Venu | Potential Conflict |
|---|---|---|
| Invesco Ltd. | Unrelated global asset manager | No Venu-related transactions disclosed – |
| Nonprofits/Academia | Unrelated | No conflicts disclosed |
No related-party transactions involving Finke were disclosed; extensive related-party transactions listed involve other Venu directors/executives (leases, guarantees, real estate) but do not include Finke –.
Expertise & Qualifications
- Capital markets and asset management leadership: Led Babson and Barings; scaled AUM materially .
- Board-level governance: Non-executive director at Invesco; nonprofit boards (Davidson, Duke Fuqua, NMSI) .
- Education: B.S. (University of Virginia), MBA (Duke/Fuqua) .
- Independence and financial literacy context: Board requires committee members to be financially literate; Audit “financial expert” is Lavigne; Finke not on Audit .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Ownership Details |
|---|---|---|---|
| Thomas Finke | 25,000 | * (less than 1%) | Option for 250,000 shares contingent on Plan amendment; 50,000 would vest at approval, remainder over four anniversaries |
| Shares outstanding (context) | 43,186,232 | — | Outstanding Common Stock as of 9/3/2025 |
No pledging/hedging or director ownership guidelines are disclosed; Insider Trading Policy governs trading windows and MNPI controls . Section 16 filings were broadly timely, with initial Form 3s filed slightly after IPO effectiveness (general disclosure; individual director detail not provided) .
Governance Assessment
- Strengths:
- Independent status with deep capital markets experience; adds credibility to Board oversight and investor confidence .
- No disclosed related-party transactions or conflicts tied to Finke; low conflict profile relative to other directors –.
- Attendance compliance threshold met at Board-level; engagement appears adequate based on global disclosure .
- Watch items:
- No committee assignments disclosed for Finke; adding him to Audit/Comp/Nominating over time could strengthen board effectiveness .
- Option grant contingent on shareholder approval of Plan share increase—governance optics depend on shareholder support and dilution management – .
- Company lacks a lead independent director; given combined Chair/CEO role, formalizing such a role could enhance independent oversight .
- RED FLAGS:
- None specific to Finke identified in proxy. Broader company related-party transactions and guarantee fee arrangements involve other insiders; continued monitoring advisable though not attributable to Finke –.