John D. Cumming
About John D. Cumming
John D. Cumming, age 58, is Chairman of the Board at Crimson Wine Group (CWGL), serving as a director since February 2013 and Chairman since June 2015 . He is designated independent under NASDAQ standards, with the Board affirming his independence alongside other non-employee directors . Cumming is Founder and Executive Chairman of POWDR Corp and holds multiple leadership and trustee roles across private companies and non-profits; he also beneficially owns 3,521,321 CWGL shares (17.1% of outstanding) directly and via a charitable lead annuity trust, aligning him significantly with shareholder outcomes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Park City Community Foundation | Founder and Chairman Emeritus | Not disclosed | Founding leadership noted |
| Outside TV | Chairman Emeritus | Not disclosed | Media industry leadership |
| Mountain Hardwear | Founding Shareholder | Not disclosed | Early-stage investment/industry network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| POWDR Corp | Founder and Executive Chairman | Not disclosed | Private ski resort and summer camp operator |
| Snowbird Holdings, LLC | Chairman | Not disclosed | Private mountain resort holding company |
| Cumming Foundation | Board Member | Not disclosed | Private charitable foundation |
| Cumming Capital Management | Chairman | Not disclosed | Family investment firm; Cumming is Chairman |
| Cumming Trust Management | Chairman | Not disclosed | Trust management entity |
| U.S. Ski & Snowboard Foundation | Trustee | Not disclosed | National sports foundation |
Board Governance
- Role: Chairman of the Board; CWGL separates Chair and CEO roles (Chair: Cumming; CEO/Director: Jennifer L. Locke), which the Board views as clarifying responsibilities and strengthening oversight .
- Committee memberships: Audit (Carlson—Chair; Neikrug; Rollins), Compensation (Rollins—Chair; Neikrug), Nominating (Neikrug—Chair; Steinberg; Rollins); Cumming is not listed as a member of these standing committees .
- Independence: Board determined Cumming (and other non-employee directors) are independent per NASDAQ standards .
- Attendance: In 2024, the Board met four times; all directors attended at least 75% of Board/committee meetings, and all seven then-directors attended the 2024 Annual Meeting .
- Codes and policies: Codes of Business Practice and financial officer Code of Practice posted; Insider Trading Policy prohibits short sales, margin, pledging, and hedging .
- Related-party transactions: None meeting SEC materiality thresholds since January 1, 2021; Audit Committee oversees related person transactions under a formal policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $25,000 | Approved since March 2013 |
| Per-meeting fee (Board, committee, or shareholder meeting, in person) | $2,500 | Applies per meeting attended |
| Audit Committee Chair | $26,000 | Annual fee |
| Audit Committee Member | $17,000 | Annual fee |
| Compensation Committee Chair | $26,000 | Annual fee |
| Compensation Committee Member | $17,000 | Annual fee |
| John D. Cumming—2024 Fees Earned (Cash) | $35,000 | No equity shown for directors in 2024 table |
Performance Compensation
- No performance-based director compensation (e.g., RSUs/PSUs/options) disclosed for directors in 2024; the Director Compensation Table presents cash fees only .
Other Directorships & Interlocks
| Entity | Nature | Interlock/Linkage | Note |
|---|---|---|---|
| Cumming Capital Management | Family investment firm | Cumming is Chairman; CWGL director Colby A. Rollins is Managing Director and Co-CEO | Potential governance entanglement; independence maintained; no related transactions disclosed |
| Ian M. Cumming Charitable Lead Annuity Trust (CLAT) | Charitable trust holding CWGL shares | CLAT holds 2,410,828 shares; Teton is trustee; John and David Cumming each own 50% of Teton and share voting/dispositive power | Concentrated voting influence via trust structure |
Expertise & Qualifications
- Strategic operations and leisure industry entrepreneurship via POWDR and mountain resort holdings .
- Capital allocation/oversight experience as Chairman across investment and trust management entities .
- Philanthropic governance and national sports foundation trustee, indicating broad stakeholder engagement .
- Board-designated independent director status .
Equity Ownership
| Holder/Vehicle | Shares | Percent of Class | Notes |
|---|---|---|---|
| John D. Cumming—direct | 1,110,493 | 5.4% | Direct ownership |
| Ian M. Cumming CLAT | 2,410,828 | 11.7% | Teton (trustee); John and David Cumming share voting/dispositive power |
| Total beneficial (Cumming) | 3,521,321 | 17.1% | Aggregates direct and CLAT holdings |
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and employees .
- Ownership guidelines: CWGL has no formal stock ownership requirement; notable director holdings: Cumming ~17.1%, Steinberg ~15.9% as of May 23, 2025 .
Governance Assessment
- Alignment and influence: Cumming’s 17.1% beneficial ownership materially aligns his incentives with shareholders, but combined with Steinberg’s 15.9% results in ~33% insider ownership—supportive of long-term orientation yet increasing concentration risk and potential influence over outcomes .
- Structure and independence: Chair/CEO role separation and Board-confirmed independence for Cumming improve governance clarity; Cumming does not sit on Audit/Comp/Nominating committees, supporting independent oversight by other directors .
- Interlocks and conflicts: The Cumming–Rollins linkage through Cumming Capital Management is a governance entanglement worth monitoring; CWGL reports no related-party transactions above SEC thresholds and has a formal related person transaction policy overseen by the Audit Committee .
- Engagement and policies: Solid attendance across the Board in 2024, formal codes of conduct, and prohibitions on pledging/hedging bolster investor confidence .
- Shareholder signals: Say-on-pay approval was 93.1% at the 2023 annual meeting; Board recommends biennial say-on-pay frequency aligning with long-term orientation—positive shareholder sentiment and cost-conscious governance .
RED FLAGS to monitor:
- High insider ownership concentration (Cumming 17.1% via direct and CLAT; Steinberg 15.9%) can concentrate voting power and influence .
- Familial/business interlocks (Cumming/Rollins at Cumming Capital Management) require continued vigilance, albeit no material related-party transactions are disclosed .