Jennifer L. Locke
About Jennifer L. Locke
Crimson Wine Group’s Chief Executive Officer (since December 2, 2019) and director (since October 30, 2024). Age 52; background spans leadership roles in premium wine at Treasury Wine Estates, Willakenzie Estate, and Chalone Wine Group, with recognized expertise in DTC and luxury wine execution . Under her tenure, CWGL’s 2024 net sales rose 1% YoY to $73.0M, wholesale gross margin expanded 290 bps, and cumulative TSR (base $100 in 2022) improved from $68.00 (2022) to $76.97 (2024) though still below par; 2024 net income was $0.9M vs $3.1M in 2023 . She was named Wine Enthusiast’s 2024 “Wine Executive of the Year” for growth, innovation, and sustainability achievements across the portfolio .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Treasury Wine Estates | SVP, U.S. Luxury & DTC Sales, Americas | Not disclosed | Led significant DTC growth; won global Mary Penfolds Award; oversaw ~180 staff in the Americas . |
| Willakenzie Estate | Director of National Wholesale, Export and DTC Sales | Not disclosed | Drove premium sales execution across channels . |
| Chalone Wine Group | Pacific Senior Regional Sales Manager | Not disclosed | Built regional sales capability in fine wine . |
| Seattle fine-dining restaurants | Wine buyer and training manager | Not disclosed | Early-career foundation in wine curation and training . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wine Enthusiast Wine Star Awards | Wine Executive of the Year (awardee) | 2024 | Recognition for growth, culture, sustainability leadership . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary | $396,280 | $412,673 |
| Car allowance (policy) | $12,000/year (per agreement) | $12,000/year (per agreement) |
| All other compensation (401k, car, health club, etc.) | $25,211 | $24,837 |
Notes:
- CEO agreement amended March 11, 2022; at-will; eligible benefits and car allowance per agreement .
Performance Compensation
- Annual cash incentive: Target up to 50% of salary since 1/1/2022; discretionary based on company and individual goals mutually agreed; actual paid $186,123 (2023) and $179,526 (2024) .
- Equity awards: Options with both time- and performance-based vesting. 2022 grant includes large performance-based tranches tied to annual or cumulative Adjusted EBITDA targets; a 2023 performance tranche was certified achieved by the Compensation Committee on March 6, 2024 (late Form 4 filed March 11, 2024) .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Company + individual goals | Not disclosed | 50% of base salary target | $179,526 paid | Discretionary; goals mutually agreed . |
| Stock options (3/11/2022 grant) | Adjusted EBITDA (annual/cumulative) | Not disclosed | Internal targets per award | A tranche for FY’23 deemed achieved 3/6/2024 | 50k ex., 100k unex., 350k unearned; 10-year term; $7.50 strike . |
Multi‑Year Pay vs Performance (PEO)
| Year | PEO Total (SCT) | Compensation Actually Paid (PEO) | TSR (Value of $100) | Net income ($000s) |
|---|---|---|---|---|
| 2022 | $1,864,464 | $1,290,131 | $68.00 | $1,077 |
| 2023 | $607,614 | $607,680 | $71.52 | $3,123 |
| 2024 | $617,036 | $729,259 | $76.97 | $851 |
Equity Ownership & Alignment
- Beneficial ownership: 242,500 shares beneficially owned via vested options (shares issuable upon exercise) as of May 23, 2025; 1.2% of outstanding shares (20,586,027) .
- Ownership guidelines: No formal stock ownership requirement, though two directors hold large stakes; hedging, short sales, margin purchases, and pledging are prohibited by policy (alignment positive; pledging red flag mitigated) .
- Option overhang and intrinsic value: All reported CEO option strike prices ($6.87; $8.88; $7.50) exceeded the March 7, 2025 closing price of $5.76, implying no intrinsic value on that date (reduces near-term selling pressure) .
| Award (Grant date) | Exercisable | Unexercisable | Unearned (perf) | Strike | Expiry | Vesting details |
|---|---|---|---|---|---|---|
| Options (12/04/2019) | 89,000 | — | — | $6.87 | 12/03/2026 | 5 equal annual installments; fully vested by 12/4/2024 . |
| Options (07/06/2021) | 49,500 | 16,500 | — | $8.88 | 07/06/2028 | 4 equal vests on Jan 4 of 2022–2025 . |
| Options (03/11/2022) | 50,000 | 100,000 | 350,000 | $7.50 | 03/10/2032 | 4 tranches; time + performance (Adjusted EBITDA) . |
Employment Terms
| Term | Detail |
|---|---|
| Start date; current role | CEO effective Dec 2, 2019; at-will; agreement amended Mar 11, 2022 . |
| Target bonus | 50% of base salary (35% prior to 1/1/2022) . |
| Severance (without Cause / Good Reason) | 12 months base salary + target annual incentive + 12 months COBRA premiums; installments over 12 months; subject to release . |
| Change-of-control vesting | Full acceleration of option vesting on (i) Change of Control, (ii) termination without Cause, or (iii) termination for Good Reason (single-trigger acceleration on CoC is a governance consideration) . |
| Clawback | Awards subject to company’s clawback/recoupment policies (e.g., option agreement) . |
| Tax gross-ups | No excise tax gross-up; 280G “best net” reduction/cutback if applicable . |
| Restrictive covenants | Confidentiality; employee non-solicitation; mutual arbitration agreement; no explicit non-compete disclosed –. |
Board Governance
- Board service: Appointed to CWGL Board on October 30, 2024; nominated for election to seven-seat board at 2025 AGM . CEO serves as director; Chair is separate (John D. Cumming) .
- Independence and committees: Locke is management (non-independent). Committees are fully independent; Audit (Carlson—Chair; Neikrug; Rollins), Compensation (Rollins—Chair; Neikrug), Nominating (Neikrug—Chair; Steinberg; Rollins) –.
- Attendance: In 2024 all directors attended at least 75% of meetings of the Board and committees on which they served .
- Director compensation: CEO received no board fees; non-employee director fees disclosed; e.g., 2024 fees earned included $93k (Rollins), $84k (Neikrug), etc. .
- Dual-role implications: CEO+Director is mitigated by separate Chair and fully independent committees; independence of oversight retained –.
Director Compensation (for reference; CEO receives none)
| Director | 2024 Fees Earned |
|---|---|
| Colby A. Rollins | $93,000 |
| Avraham M. Neikrug | $84,000 |
| Douglas M. Carlson | $71,000 |
| Luanne D. Tierney | $35,000 |
| Annette D. Alvarez-Peters | $35,000 |
| John D. Cumming | $35,000 |
| Joseph S. Steinberg | $35,000 |
Compensation Structure Analysis
- Cash vs equity mix: No new CEO option grants reported in 2023–2024; annual cash bonus remains discretionary up to target; 2022 introduced a substantial performance-based option grant tied to Adjusted EBITDA, skewing long-term incentives to performance equity over time-based equity .
- Performance metrics: Annual cash incentives use company and individual goals (not formulaic); PSO vesting tied to annual/cumulative Adjusted EBITDA (line-of-sight operational metric) .
- Governance terms: Single-trigger CoC vesting on options is shareholder-unfriendly relative to double-trigger market practice; however, 280G cutback and clawback provisions partially mitigate risk .
- Say-on-pay alignment: 93.1% support at 2023 AGM suggests broad shareholder approval of NEO pay programs .
Equity Ownership & Trading Signals
- Beneficial ownership primarily from vested options rather than common shares; 1.2% beneficial stake as of the 2025 record date (via options) .
- Insider selling pressure: Near-term pressure appears muted with options out-of-the-money vs. $5.76 share price on 3/7/2025 (strikes $6.87/$7.50/$8.88) .
- Policy protections: Hedging and pledging prohibited; ownership guidelines not required—mixed alignment signal (policy strong, guideline absent) .
- Award cadence: 2022 PSO tranches continue to create event-driven vesting around EBITDA achievements (e.g., tranche certified 3/6/2024), a potential catalyst for future Form 4 activity and sentiment reads .
Performance & Track Record (selected operating/financial context)
| Metric | 2023 | 2024 |
|---|---|---|
| Total net sales ($000s) | $72,402 | $72,985 |
| Wholesale gross margin | 37% | 40% (up 290 bps) |
| Net income ($000s) | $3,123 | $851 |
Narrative:
- 2024 sales +1% YoY on stronger export shipments; DTC steady with channel mix shift; gross margin improvement led by wholesale mix and cost vintages; net income down vs 2023 due to lower “other income” (PG&E Fire Victim Trust settlement in 2023) and higher opex .
- TSR improved each year since 2022 but remains below the initial $100 index level, reflecting multi-year investor returns context .
Say‑on‑Pay & Shareholder Feedback
- Say-on-Pay: 93.1% support at 2023 meeting; Board cites endorsement of program and continues to consider investor views .
- Say-on-Frequency: Board recommends holding say‑on‑pay every two years, aligning with longer-term incentive focus .
Risk Indicators & Red Flags
- Single-trigger CoC acceleration on options (governance caution) .
- Late Section 16 filings: March 11, 2024 late Form 4s including CEO (due to performance tranche vesting determination timing) — minor compliance lapse .
- Key-person risk disclosed (CEO among key personnel) .
- Related-party transactions: None meeting disclosure thresholds since Jan 1, 2021 (clean) .
- Hedging/pledging: Prohibited (mitigates alignment risks) .
Compensation Committee & Benchmarking
- Committee: Independent; Rollins (Chair), Neikrug .
- Consultant: FW Cook engaged in 2024 for market data and comparables across base, annual, and long-term incentives (no peer roster disclosed) .
Board Service Summary for Jennifer L. Locke
- Director since Oct 30, 2024; non-independent executive director; no committee assignments; no director fees; Chair/CEO roles separated; 2024 board/committee attendance across the board ≥75% – .
Investment Implications
- Alignment and incentives: Large performance-based option overhang tied to Adjusted EBITDA aligns CEO with profitable growth; options currently out-of-the-money reduce immediate selling pressure but create upside torque upon fundamental and share-price improvement .
- Governance balance: Separation of Chair/CEO and independent committees offset single-trigger CoC vesting risk; strong insider-trading/anti-pledging policy supports alignment despite lack of formal ownership guidelines .
- Execution watch‑list: Track DTC growth, wholesale mix/margin sustainability, and EBITDA realization versus PSO hurdles (next certification events can be catalysts); monitor cash compensation remaining predominantly performance-tied vs discretionary to maintain say‑on‑pay support .