Joseph S. Steinberg

About Joseph S. Steinberg

Joseph S. Steinberg, age 81, has served as an independent director of Crimson Wine Group, Ltd. since February 2013, bringing deep capital markets and investment oversight experience from his long tenure at Leucadia and Jefferies Financial Group . He holds a B.A. from New York University (1966) and an MBA from Harvard Business School (1970), and previously served as a Peace Corps Volunteer in Jamaica . Steinberg is also a significant shareholder in CWGL, beneficially owning 3,282,358 shares (15.9% of outstanding) with holdings spread across direct ownership, family members, wholly-owned entities, and trusts, implying strong alignment but also influence .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Steinberg is independent under NASDAQ standards; he serves alongside a majority of independent directors .
• Committees: Member of the Nominating Committee (not Chair); not listed on Audit or Compensation Committees .
• Attendance: The Board met 4 times in 2024; all directors met at least the 75% attendance threshold and all seven attended the 2024 Annual Meeting .
• Board leadership: Chair and CEO roles are separated (Chair: John D. Cumming; CEO/Director: Jennifer L. Locke), with risk oversight primarily through the Audit Committee .

Committee Assignments

Fixed Compensation

• Structure: Non-employee directors receive a $25,000 annual retainer, plus $2,500 per Board, committee, or shareholder meeting attended in person . Audit Committee: Chair $26,000; members $17,000. Compensation Committee: Chair $26,000; members $17,000 .
• Nominating Committee: No additional fees disclosed (only Audit and Compensation Committee fees are specified) .

2024 cash fees earned by Steinberg: $35,000 (reflecting retainer and meeting fees; not on Audit/Comp Committees) .

Performance Compensation

• Equity awards: The company’s equity compensation plan permits awards to non-employee directors, but 2024 director compensation disclosures show cash fees only; no director equity grants are itemized for 2024 .
• Performance metrics: Not applicable to director compensation; performance metrics (Adjusted EBITDA targets) pertain to executive option awards, not directors .

Other Directorships & Interlocks

• Interlocks: Family relationship disclosed—Avraham M. Neikrug’s father is a first cousin to Steinberg; both serve on CWGL’s Board, with Neikrug on Audit and Compensation committees, and chairing Nominating . The Board nonetheless determined independence for both under NASDAQ standards .
• Related-party transactions: None requiring disclosure since 1/1/2021 under Item 404(a); director/officer product purchases at discounts deemed immaterial and not independence-impairing .

Expertise & Qualifications

• Capital markets and investment leadership: Multi-decade leadership at Leucadia and as Chairman of Jefferies Financial Group .
• Education: NYU (1966); Harvard MBA (1970) .
• Board qualifications: Financial and M&A expertise consistent with Nominating Committee’s criteria (integrity, informed judgment, financial literacy) .
• Public company governance across diversified sectors (finance, real estate, consumer, insurance) .

Equity Ownership

• Ownership guidelines: CWGL has no formal stock ownership requirement for directors; nonetheless notes Steinberg’s and Cumming’s significant stakes .
• Hedging/pledging: Insider Trading Policy prohibits directors from pledging CWGL shares, short sales, buying on margin, and hedging/monetization transactions .

Governance Assessment

• Strengths:

  • Deep financial acumen and capital allocation experience (Leucadia/Jefferies), supporting strategy and risk oversight .
  • Significant personal ownership (15.9%) implies strong alignment with shareholder value and long-term orientation .
  • Formal independence determination; participation on Nominating Committee enhances board composition and quality oversight .
  • Board and committee attendance met benchmarks; all directors attended the 2024 Annual Meeting .

• Risks and monitoring areas:

  • Concentrated control dynamics: Steinberg (15.9%) and Chair John D. Cumming (17.1%, combined with CLAT interests) collectively hold ~33%+, plus broader insider group 34.6%, which may shape governance outcomes and investor confidence in minority protections .
  • Family interlock: Documented family relationship between Steinberg and director Avraham M. Neikrug (first cousins once removed via Neikrug’s father), with Neikrug holding key committee roles; independence is affirmed, but governance optics warrant continued scrutiny of related-person oversight .
  • No director equity grants disclosed for 2024; cash-only director pay may limit long-term equity alignment at the board level (distinct from Steinberg’s separate ownership) .

• RED FLAGS (to track):

  • Family relationship among directors (Steinberg–Neikrug) in conjunction with significant insider ownership—monitor Related Person Transaction Policy application and committee independence .
  • Potential influence from large holders on nominations and compensation structures—ensure robust independent Nominating and Compensation processes continue (current chairs and membership independent) .
  • Any future departures or committee reshuffles affecting Audit oversight should be monitored given control dynamics .

• Signals supporting investor confidence:

  • No related-party transactions above thresholds since 2021; explicit policies governing review and approval mitigate conflicts .
  • Prohibitions on pledging/hedging improve alignment and reduce risk of forced selling or misalignment .
  • Prior say-on-pay support of 93.1% (2023) suggests investor acceptance of compensation governance (executive program) .

Director Compensation Detail (2024)

Board and Committee Activity (2024)