Cherrie Nanninga
About Cherrie Nanninga
Cherrie Nanninga, 76, is an independent director of Lifetime Brands (LCUT) who has served on the Board since 2003. She is a Partner at Real Estate Solutions Group, LLC (since May 2014); previously, she was COO of CBRE’s New York Tri‑State Region (2002–2014) and earlier spent 23 years at The Port Authority of New York & New Jersey, most recently as Deputy Chief Financial Officer and Director of Real Estate . The Board identifies her core credentials as extensive financial and operations leadership, public‑sector finance, and industry knowledge from long service on LCUT’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBRE (NY Tri-State Region) | Chief Operating Officer | 2002–2014 | Senior operating leadership of large regional division |
| Port Authority of NY & NJ | Deputy CFO and Director of Real Estate (after 23 years in various roles) | Prior to 2002 | Public sector finance, real estate oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Real Estate Solutions Group, LLC | Partner | May 2014–present | Privately held real estate consulting firm |
The proxy does not disclose any other current public company directorships for Ms. Nanninga beyond LCUT .
Board Governance
- Independence: The Board determined Ms. Nanninga is independent under Nasdaq standards .
- Committee assignments: Compensation Committee (Chair); Nominating & Governance Committee (member) .
- Committee activity: Compensation Committee held 6 meetings in 2024; Nominating & Governance held 4 meetings in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board and assigned committee meetings; directors also attended the 2024 Annual Meeting (virtually) .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions without management present .
- Lead Independent Director: Michael J. Regan (also Audit Chair) .
- Skills matrix for Ms. Nanninga includes financial literacy, risk management, human capital/compensation, executive experience, strategic oversight, housewares/retail industry knowledge, and ESG .
- 2025 re‑election support: Votes for Ms. Nanninga 15,084,992; withheld 1,366,236; abstain 7,425; broker non‑votes 4,175,633 .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $60,000 | Standard non‑employee director cash retainer |
| Board annual equity (restricted common stock) | $105,000 | Annual grant; value at grant date market price |
| Committee chair cash retainers | $20,000 (Audit or Compensation); $10,000 (Nominating/Gov or ESG) | Ms. Nanninga receives $20,000 as Compensation Chair |
| Committee member cash retainer | $2,000 | Per committee membership |
| Meeting fees | $2,000 per Board meeting; $500 per committee meeting | Per meeting attended |
| Lead Independent Director retainer | $30,000 | Not applicable to Ms. Nanninga |
| Chairman retainer | $50,000 | Not applicable to Ms. Nanninga |
| 2024 Director Compensation (Cherrie Nanninga) | Amount |
|---|---|
| Fees earned or paid in cash | $99,000 |
| Stock awards (grant date fair value) | $105,000 |
| All other compensation | — |
| Total | $204,000 |
Performance Compensation
| Instrument | Grant/Strike | Quantity | Vesting | Fair Value/Notes |
|---|---|---|---|---|
| Restricted Shares (annual) | Grant: June 20, 2024 | 11,653 | Fully vest June 20, 2025 | Aggregate grant date fair value $105,000 (valued at grant date closing price) |
| Options | — | — | — | No options disclosed for Ms. Nanninga as of 12/31/2024 (only Mr. J. Siegel held options) |
Director equity is time‑based restricted stock; no performance metrics or option awards are disclosed for directors .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Notes |
|---|---|---|
| LCUT – Compensation Committee | Chair | Committee members: Cherrie Nanninga (Chair), Rachael A. Jarosh, Bruce G. Pollack |
| Centre Partners affiliation context | — | Bruce G. Pollack (Comp Committee member) is Managing Partner at Centre Partners, whose affiliates beneficially own ~26.7% of LCUT via Centre Partners V/Centre entities; he personally is reported with 6,059,679 beneficial shares including affiliated entities |
Expertise & Qualifications
- Qualifications cited by Board for Ms. Nanninga: extensive financial and operations executive experience; Deputy CFO of a large public sector organization; COO of a large multinational division; company/industry knowledge from board service .
- Skills matrix highlights: financial literacy; risk management; corporate governance; human capital/compensation; executive experience; strategic planning/oversight; housewares/retail industry; ESG .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Cherrie Nanninga | 100,837 | † (<1%) | As of April 18, 2025; footnote indicates “† less than 1%” |
| Restricted shares held (12/31/2024) | 11,653 | — | Granted June 20, 2024; vest June 20, 2025 |
| Stock options (vested/unvested) | — | — | None reported for Ms. Nanninga |
- Stock ownership guidelines for directors: Required to own ≥3x the annual cash retainer within 5 years; restricted shares count upon lapse; the company states all directors are satisfied or on track within the five‑year grace period .
- Anti‑hedging: Directors are prohibited from hedging company securities under the Insider Trading Policy .
- Pledging: The proxy describes anti‑hedging but does not specifically disclose any share pledging by Ms. Nanninga; no pledging disclosure appears in the security ownership section .
- Section 16 compliance: 2024 delinquent filers listed did not include Ms. Nanninga .
Governance Assessment
- Committee leadership and engagement: As Compensation Committee Chair, Ms. Nanninga oversaw 6 committee meetings in 2024 and signed the Compensation Committee Report recommending the CD&A’s inclusion, indicating active oversight of pay programs and clawback policy administration .
- Independence and attendance: Independent under Nasdaq rules; Board states every director met ≥75% attendance in 2024; independent directors meet in regular executive sessions .
- Pay alignment and structure: Director pay blends cash retainers/meeting fees with time‑based RSUs; 2024 mix for Ms. Nanninga was $99k cash and $105k equity; no performance‑based equity for directors, which is common but reduces direct pay‑for‑performance linkage at the board level .
- Ownership alignment: Significant personal ownership (100,837 shares; <1%) and compliance/on‑track status with 3x retainer ownership guidelines support alignment; anti‑hedging policy in place .
- Compensation governance infrastructure: Compensation Committee uses independent consultant Pearl Meyer for benchmarking; the committee affirmatively found no conflicts of interest with the consultant .
- Shareholder feedback signals: 2025 say‑on‑pay received 14,028,222 FOR vs. 2,085,341 AGAINST and 345,090 ABSTAIN; Ms. Nanninga was re‑elected with 15,084,992 FOR votes, suggesting broad investor support .
- Related‑party oversight: Audit Committee reviews and approves related‑party transactions; proxy discloses Siegel family employment relationships but states no other related‑party transactions requiring disclosure—none involving Ms. Nanninga were disclosed .
- RED FLAGS to monitor:
- Compensation Committee composition includes Bruce G. Pollack of Centre Partners, an affiliate with ~26.7% beneficial ownership; while common for significant shareholders to be represented, this concentration can influence pay decisions and merits ongoing scrutiny by the Chair to ensure alignment with all shareholders .
- Broader board family ties (Siegel family members employed; cousin on Board) raise general governance sensitivity, though not specific to Ms. Nanninga’s independence; continued emphasis on independent director executive sessions and strong committee processes helps mitigate risk .
Clawback and codes: LCUT maintains a Dodd‑Frank‑compliant clawback policy (effective for incentive compensation received on/after Oct. 2, 2023), a Code of Business Conduct and Ethics, and anti‑hedging prohibitions; the Compensation Committee monitors compensation‑related risk and policies .