Luanne D. Tierney
About Luanne D. Tierney
Luanne D. Tierney, age 62, has served as an independent director of Crimson Wine Group, Ltd. since November 5, 2018; she is currently Chief Marketing Officer at Mission Cloud (a CDW Company) and is described as a seasoned board director/advisor with deep go-to-market, partner ecosystem, data, and cloud expertise built over 25+ years, frequently speaking at industry events and supporting women in technology advancement . The Board has determined she is independent under NASDAQ standards, and in 2024 the Board met four times with all directors attending at least 75% of Board/committee meetings and all seven directors attending the 2024 Annual Meeting; similar attendance was disclosed for 2023 . She is also a guest lecturer at Pepperdine Graziadio School of Business; no formal educational degrees are disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mission Cloud (a CDW Company) | Chief Marketing Officer | Current (disclosed in 2025 proxy) | Leads GTM strategy; leverages technology, data, cloud; deep partner ecosystem experience |
| Pepperdine Graziadio School of Business | Guest Lecturer | Not disclosed | Frequent speaker; leadership panels and university courses |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Various public/private companies | Board director/advisor | Ongoing (general statement) | “Active board director and advisor for both public and private companies” (specific companies not named) |
| Multiple women-in-technology organizations | Contributor/supporter | Ongoing (general statement) | Active in organizations that prepare women in technology to advance their careers |
No other public company directorships for Ms. Tierney are listed in the biography section covering director positions held in the past five years; the biography provides such disclosures for each nominee, and none are enumerated for Ms. Tierney .
Board Governance
- Committee assignments: Tierney is not listed on the Audit, Compensation, or Nominating Committees; those committees comprise Carlson (Chair), Neikrug, Rollins (Audit); Rollins (Chair), Neikrug (Compensation); Neikrug (Chair), Steinberg, Rollins (Nominating) .
- Independence: Board determined Tierney is independent under NASDAQ standards .
- Attendance and engagement: Board met 4 times in 2024, with all directors at least 75% attendance and all seven directors at the 2024 Annual Meeting; similar attendance reported for 2023 .
- Governance structure: Separate Chair (John D. Cumming) and CEO/director (Jennifer L. Locke) roles; Board cites risk oversight through committees and management reporting .
- Policies: Insider Trading Policy prohibits short sales, margin buying, pledging, and hedging/monetization transactions by directors/officers/employees ; the company has a Related Person Transaction Policy with Audit Committee review/approval and reported no related-party transactions meeting Item 404 thresholds since Jan 1, 2021 .
- Stock ownership requirement: Company discloses no formal stock ownership requirement (notes significant ownership by two directors, but no guidelines) .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board retainer (non-employee directors) | $25,000 | Approved March 2013 |
| Per-meeting fee (Board/committee/shareholder meetings attended in person) | $2,500 | Paid per meeting |
| Audit Committee: Chair annual fee | $26,000 | Additional to retainer |
| Audit Committee: Member annual fee | $17,000 | Additional to retainer |
| Compensation Committee: Chair annual fee | $26,000 | Additional to retainer |
| Compensation Committee: Member annual fee | $17,000 | Additional to retainer |
| Year | Fees Earned by Luanne D. Tierney (Cash) |
|---|---|
| 2023 | $35,000 |
| 2024 | $35,000 |
Tierney is not a committee member/chair, which explains absence of committee fee supplements in her cash compensation .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Equity awards to directors (RSUs/Options/DSUs) | None disclosed in director compensation table | None disclosed in director compensation table |
| Performance metrics tied to director compensation | None disclosed | None disclosed |
While the equity compensation plan authorizes awards to non-employee directors, the 2023 and 2024 Director Compensation Tables show only cash fees for directors (including Tierney), with no equity grants reported for directors in those years .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None listed for Tierney in the biography; other nominees list public boards where applicable |
| Prior public company boards (past 5 years) | None listed for Tierney |
| Non-profit/academic roles | Guest lecturer at Pepperdine Graziadio School of Business |
| Family relationships | None disclosed for Tierney; family relationships are explicitly noted for other nominees when applicable |
| Related-party transactions | None meeting Item 404 thresholds since Jan 1, 2021 |
Expertise & Qualifications
- Deep go-to-market and P&L leadership across multiple growth stages, global expansion, and change management .
- Technology, data, information, cloud expertise; partner ecosystem growth experience .
- Active supporter of women in technology; frequent speaker at industry events and leadership panels .
- Academic engagement as guest lecturer at Pepperdine Graziadio School of Business .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| May 23, 2025; 20,586,027 shares outstanding | 68 | * (<1%) | Company reports percent-of-class based on shares outstanding; Tierney’s reported holding is less than 1% |
- Hedging/pledging: Company prohibits directors from pledging company stock or engaging in hedging/monetization transactions, supporting alignment with shareholders .
- Ownership guidelines: Company discloses no formal stock ownership requirements for directors/executives (notes two directors with large holdings) .
Governance Assessment
- Strengths: Independent director status; consistent Board/committee attendance and Annual Meeting participation; strong governance policies (insider trading prohibitions; formal related-party transaction review with no reportable related-party transactions since 2021); Board separation of Chair and CEO roles supports oversight .
- Alignment and incentives: Director pay is modest and cash-based ($35,000 in 2023 and $35,000 in 2024 for Tierney), with no equity grants or performance-linked director compensation disclosed, which limits direct equity alignment but avoids pay complexity .
- Ownership: Very limited personal shareholding (68 shares; <1% of class) and absence of formal ownership guidelines reduce “skin-in-the-game,” although hedging/pledging is prohibited .
- Engagement influence: Not serving on key committees may limit direct influence over audit, compensation, and nominations, though independence and attendance mitigate concerns .
Risk Indicators & Red Flags
- Related party conflicts: None reportable under Item 404 since Jan 1, 2021 .
- Hedging/pledging: Prohibited by policy (reduces misalignment risk) .
- Section 16(a) compliance: No late filings reported for Tierney in 2024; late filings noted for other insiders (Locke, Quillé, Alvarez-Peters) .
- Say-on-pay sentiment: 93.1% approval at 2023 Annual Meeting indicates positive investor sentiment toward pay practices generally (context for governance culture) .
Overall, Tierney presents as an independent, engaged director with relevant technology/cloud GTM expertise; primary investor-confidence watchpoints are low personal ownership and lack of equity-linked director pay or formal ownership guidelines, set against strong prohibitions on hedging/pledging and absence of related-party transactions .