Craig Phillips
About Craig Phillips
Craig Phillips, age 74, is an independent director of Lifetime Brands (LCUT) and a member of the Audit Committee; he has served on LCUT’s Board since 1974. He previously served as Senior Vice-President – Distribution (July 2003–January 2015, retired) and Vice-President – Manufacturing (1974–2003), and is a cousin of Chairman Jeffrey Siegel, which the proxy discloses under related persons; the Board nonetheless determined Mr. Phillips is independent under Nasdaq listing standards. His listed core credentials emphasize longstanding operational knowledge of LCUT’s strategy, operations, and the housewares industry.
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Lifetime Brands, Inc. | Vice-President – Manufacturing | 1974–2003 | Long tenure in manufacturing leadership at LCUT |
| Lifetime Brands, Inc. | Senior Vice-President – Distribution | Jul 2003–Jan 2015 (retired) | Led distribution; retired effective Jan 2, 2015 |
External Roles
- No external public company directorships are indicated in Mr. Phillips’ biography sections of the 2024 and 2025 proxy statements reviewed.
Board Governance
- Committee assignments: Audit Committee member; current audit committee membership is Michael J. Regan (Chair), Michael Schnabel, and Craig Phillips.
- Independence: Board determined Craig Phillips is independent under Nasdaq listing standards.
- Attendance and engagement: Board held six regular meetings in FY2024; each director attended at least 75% of Board and respective committee meetings in 2024; all directors virtually attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions without management.
- Audit Committee cadence and oversight: Audit Committee held four meetings in 2024 and reviews and approves related-party transactions per its charter.
- Lead Independent Director: Michael J. Regan serves as Lead Independent Director.
- Governance practices: Company maintains director stock ownership guidelines and anti-hedging provisions.
- Skills and qualifications: Phillips is credited for knowledge of LCUT’s strategy/operations and the housewares industry; the skills matrix highlights board-wide capabilities including corporate governance, risk management, and industry expertise.
Fixed Compensation
- LCUT non-employee director fee schedule (cash + equity) and meeting fees:
| Component | 2023 Schedule (Proxy 2024) | 2024 Schedule (Proxy 2025) |
|---|---|---|
| Annual Board Retainer – Cash ($) | 60,000 | 60,000 |
| Annual Board Retainer – Restricted Common Stock ($) | 80,000 | 105,000 |
| Lead Independent Director – Annual Cash Retainer ($) | 30,000 | 30,000 |
| Chairman – Annual Cash Retainer ($) | 50,000 (approved Mar 8, 2023) | 50,000 |
| Committee Chair – Audit/Comp ($) | 20,000 | 20,000 |
| Committee Chair – Nom/Gov or ESG ($) | 10,000 | 10,000 |
| Committee Member – Annual Cash Retainer ($) | 2,000 | 2,000 |
| Board Meeting Fee ($ per meeting) | 2,000 | 2,000 |
| Committee Meeting Fee ($ per meeting) | 500 | 500 |
- Director-specific compensation (Craig Phillips):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 78,000 | 76,000 |
| Stock awards (grant-date fair value, $) | 80,000 | 105,000 |
| Total ($) | 158,000 | 181,000 |
Performance Compensation
- Structure: Non-employee director equity awards consist of time-vested restricted stock valued at the closing market price on the grant date; awards are accounted for under ASC 718.
- 2023 and 2024 equity award details for Craig Phillips:
| Grant Date / Status | Award Type | Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Outstanding at 12/31/2023 | Restricted shares | 17,353 | Per applicable award terms (not specified in proxy) | 80,000 (2023 stock awards) |
| Jun 20, 2024 (granted) | Restricted shares | 11,653 | Fully vest on Jun 20, 2025 | 105,000 (2024 stock awards) |
- Options: No stock options are reported for Craig Phillips (vested or unvested) at 12/31/2024 and 12/31/2023.
Other Directorships & Interlocks
- Familial relationship: Mr. Phillips is a cousin of Chairman Jeffrey Siegel; the proxy discloses related persons and notes this relationship.
- Related parties and transactions: The company reports no Item 404 transactions requiring disclosure beyond certain employment relationships with Mr. Siegel’s family; the Audit Committee reviews and approves any related-party transactions under written policies.
Expertise & Qualifications
- The Board cites Mr. Phillips’ longstanding service as Senior VP – Distribution and VP – Manufacturing prior to retirement, and his knowledge of LCUT’s strategy, operations, financial position, and the housewares industry.
- Board skills matrix underscores collective competencies including corporate governance, risk management, and housewares/retail industry experience across the directors.
Equity Ownership
| Ownership Metric | As of | Amount |
|---|---|---|
| Beneficial ownership (shares) | Apr 18, 2025 | 617,516 |
| Percent of shares outstanding | Apr 18, 2025 | 2.8% |
| Restricted shares outstanding | Dec 31, 2024 | 11,653 |
| Vested stock options | Dec 31, 2024 | 0 |
| Unvested stock options | Dec 31, 2024 | 0 |
| Restricted shares outstanding | Dec 31, 2023 | 17,353 |
| Vested stock options | Dec 31, 2023 | 0 |
| Unvested stock options | Dec 31, 2023 | 0 |
Governance Assessment
- Strengths: Independent director status with Audit Committee membership; Board reported that each director met minimum attendance (≥75%) and participated in the annual meeting; independent directors conduct regular executive sessions; company maintains anti-hedging provisions and director ownership guidelines. These factors support board effectiveness and alignment.
- Alignment: Material personal ownership (617,516 shares; 2.8%) provides “skin in the game” and may align interests with shareholders.
- Compensation signals: Increase in annual director equity retainer from $80,000 (2023) to $105,000 (2024) shifts mix toward equity; Phillips’ 2024 stock award rose accordingly, while cash fees were stable. Awards are time-based restricted stock, with no performance metrics disclosed for director equity.
- Conflicts and oversight: Familial tie to the Chairman (cousin) is a governance consideration; however, Board classifies Phillips as independent under Nasdaq rules, and the Audit Committee reviews/approves related-party transactions under written policy, with no Item 404 transactions reported beyond specified employment relationships.
- RED FLAGS:
- Familial relationship with Chairman Jeffrey Siegel may present perceived conflict risk; continued robust Audit Committee oversight and disclosure are critical mitigants.
- Concentrated ownership influence across the Board (e.g., Centre Partners-related directors and stakes) suggests monitoring interlocks and independence rigor, though this is a broader LCUT consideration rather than Phillips-specific. See beneficial ownership and board composition context.
Director Compensation (Reference)
- Phillips’ director compensation totals and mix for 2023–2024 are shown above; stock awards represent grant-date fair value per ASC 718 and consist solely of restricted stock (no options).
Board Governance (Reference)
- Audit Committee met four times in 2024; responsibilities include financial reporting oversight, internal controls, compliance/ethics, risk management, and related-party transaction approval.
- Board composition and leadership include a Lead Independent Director; independent directors comprise the majority of the Board.
Attendance and Engagement (Reference)
- Board held six regular meetings in 2024; all directors met the ≥75% attendance threshold and virtually attended the 2024 annual meeting of stockholders.