Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| JW Roth | $500,000 | $119,953 | $0 | $4,893,266 | $0 | $0 | $90,319 | $5,603,538 |
| Chief Executive Officer and Chairman | ||||||||
| William Hodgson | 500,000 | 60,854 | 0 | 732,202 | 0 | 0 | 48,177 | 1,341,233 |
| President | ||||||||
| Heather Atkinson | 400,000 | 92,597 | 0 | 576,055 | 0 | 0 | 44,952 | 1,113,605 |
| Chief Financial Officer, Secretary and Treasurer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| JW Roth | $5,603,538 | — | — | — |
| William Hodgson | 1,341,233 | — | — | — |
| Heather Atkinson | 1,113,605 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Warrants | Option | 125,000 | 2 | — |
| Warrants | RSU | 66,665 | — | 0 |
| Warrants | Option | 166,666 | 10 | — |
| Warrants | Option | 31,250 | 2 | — |
| Warrants | Option | 66,666 | 10 | — |
| Warrants | Option | 30,694 | 10 | — |
| Warrants | Option | 375,000 | 10 | — |
Venu uses base salaries to recognize experience, skills, and responsibilities. Executive officers are eligible for discretionary cash bonuses based on financial performance and contributions. Equity-based awards (warrants) are used to align interests with shareholders and encourage retention.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | — | 7,500,000 | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | — | —a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Heather AtkinsonEmployee director · Not standing for re-election | — | — | — | — | — | $0 |
| JW RothEmployee director · Board Chair | — | — | — | — | — | 0 |
| Steve CominskyIndependent · Audit · Compensation · Nominating and Corporate Governance | — | — | — | — | — | — |
| Ronald BensionIndependent · Newly elected | — | — | — | — | — | — |
| Thomas FinkeIndependent · Audit · Compensation · Nominating and Corporate Governance | — | — | — | — | — | — |
| Jamie GronowskiIndependent · Newly elected | — | — | — | — | — | — |
| Mitchell RothNot independent | — | — | — | — | — | — |
| David LavigneIndependent · Audit · Compensation · Nominating and Corporate Governance | — | — | — | — | — | — |
| Matt CraddockIndependent · Not standing for re-election | — | — | — | — | — | — |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $2,500 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $0 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $0 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Venu Holding | 2025 | JW Roth | $500,000 | $0 | $4,893,266 | $0 | $5,603,538 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, JW Roth | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Executive Compensation”. As printed: 5,603,538. Filing ↗ |
| 2 | Section 01, William Hodgson | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Executive Compensation”. As printed: 1,341,233. Filing ↗ |
| 3 | Section 01, Heather Atkinson | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Executive Compensation”. As printed: 1,113,605. Filing ↗ |
| 4 | Section 08, Heather Atkinson | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 5 | Section 08, JW Roth | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 6 | Section 08, Steve Cominsky | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 7 | Section 08, Ronald Bension | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 8 | Section 08, Thomas Finke | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 9 | Section 08, Jamie Gronowski | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 10 | Section 08, Mitchell Roth | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 11 | Section 08, David Lavigne | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 12 | Section 08, Matt Craddock | DEF 14A | 2026-08-21 | 0001493152-26-039659 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-08-21 | 0001493152-26-039659 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 14 | Section 09b board cost (computed) | Computed | — | computed | Cash 0 + equity 0 + all other 0 = 0, summed across the director compensation table rows.machine: formula: Σ = 0 |
| 15 | Venu Holding (subject), Section 10b CEO total | DEF 14A | 2026-08-21 | 0001493152-26-039659 | CEO total compensation as printed in Venu Holding's own proxy. As printed: 5,603,538. Filing ↗ |