Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-08-21

Venu Holding (VENU)

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.

$5,603,538
JW Roth total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
Say-on-pay support, latest vote
Companies that benchmark against VENU
No companies currently name VENU as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
JW Roth$500,000$119,953$0$4,893,266$0$0$90,319$5,603,538
Chief Executive Officer and Chairman
William Hodgson500,00060,8540732,2020048,1771,341,233
President
Heather Atkinson400,00092,5970576,0550044,9521,113,605
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
JW Roth$5,603,538
William Hodgson1,341,233
Heather Atkinson1,113,605

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
WarrantsOption125,0002
WarrantsRSU66,6650
WarrantsOption166,66610
WarrantsOption31,2502
WarrantsOption66,66610
WarrantsOption30,69410
WarrantsOption375,00010
05

Incentive-plan design — the Compensation Discussion & Analysis

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 policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20267,500,000

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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
2026a

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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Heather AtkinsonEmployee director · Not standing for re-election$0
JW RothEmployee director · Board Chair0
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
09

Board fee structure and ownership guideline

Annual cash retainer
Annual equity retainer
Per board meeting fee$2,500
Committee chair fees (audit / comp / nom-gov)
Stock ownership guideline
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Venu Holding2025JW 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, JW RothDEF 14A2026-08-210001493152-26-039659Section “Executive Compensation”. As printed: 5,603,538. Filing ↗
2Section 01, William HodgsonDEF 14A2026-08-210001493152-26-039659Section “Executive Compensation”. As printed: 1,341,233. Filing ↗
3Section 01, Heather AtkinsonDEF 14A2026-08-210001493152-26-039659Section “Executive Compensation”. As printed: 1,113,605. Filing ↗
4Section 08, Heather AtkinsonDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: 0. Filing ↗
5Section 08, JW RothDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: 0. Filing ↗
6Section 08, Steve CominskyDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: —. Filing ↗
7Section 08, Ronald BensionDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: —. Filing ↗
8Section 08, Thomas FinkeDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: —. Filing ↗
9Section 08, Jamie GronowskiDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: —. Filing ↗
10Section 08, Mitchell RothDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: —. Filing ↗
11Section 08, David LavigneDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: —. Filing ↗
12Section 08, Matt CraddockDEF 14A2026-08-210001493152-26-039659Section “Director Compensation”. As printed: —. Filing ↗
13Section 06, 2026 voteForm 8-K2026-08-210001493152-26-039659Item 5.07 · say-on-pay result. As reported: —. Filing ↗
14Section 09b board cost (computed)ComputedcomputedCash 0 + equity 0 + all other 0 = 0, summed across the director compensation table rows.machine: formula: Σ = 0
15Venu Holding (subject), Section 10b CEO totalDEF 14A2026-08-210001493152-26-039659CEO total compensation as printed in Venu Holding's own proxy. As printed: 5,603,538. Filing ↗