Steven L. Craig
About Steven L. Craig
Steven L. Craig (age 70) has served as a director of Rocky Mountain Chocolate Factory since December 2023. He is a long-time real estate developer who has developed, owned, and operated outdoor retail malls for nearly four decades; earlier he served as President/COO and Director of Chelsea GCA Realty, Inc. following its 1993 NYSE IPO. He endowed and founded the Steven L. Craig School of Business at Missouri Western State University; he holds a B.S. in Business Administration from the University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chelsea GCA Realty, Inc. | President, COO, Director | 1993–1995 | Took company public on NYSE; senior operating leadership |
| Craig School of Business (Missouri Western State University) | Founder/Endowment | 2009–present | Center for Franchise Development; alumni operate 15 RMCF stores |
| Private real estate ventures | Developer/Owner/Operator | ~1980s–present | Developed over a dozen upscale retail/dining centers in nine states |
External Roles
| Organization | Role | Status |
|---|---|---|
| Public company directorships | — | None disclosed |
Board Governance
- Independence status: Not independent as of the 2025 proxy due to his affiliate’s lending to the company (“Debt Transaction”) . He was previously considered independent in 2024 .
- Committee roles:
- 2024: Compensation Committee Chair; member of Audit and Nominating & Corporate Governance .
- 2025: No committee memberships listed for Craig (AC/CC/NCGC entries blank) .
- Attendance: FY2025 Board met 20 times; each director attended at least 75% of Board and committee meetings . FY2024 Board met 11 times; each director attended at least 99% .
- Board chair: Mel Keating (independent) serves as Chair; executive sessions without management at each regularly scheduled meeting .
Fixed Compensation
Policy structure for non-employee directors:
- Cash retainer: $8,000 per quarter; Board Chair additional $5,000 per quarter; committee chairs $2,500 per quarter .
- Equity: Annual RSU grant of $40,000 on November 30; 25% vests at grant, remainder vests in equal quarterly installments over 12 months .
- Ownership guidelines: Directors must hold shares equal to 3× annual Board cash retainer within five years of appointment/adoption .
Director compensation (FY2025):
| Metric | Amount |
|---|---|
| Cash fees | $34,500 |
| Stock awards (grant date fair value) | $71,793 |
| Total | $106,292 |
Performance Compensation
- Director equity awards are time-based (RSUs) per policy .
- Company’s executive incentive metrics (context for pay-for-performance culture):
- Annual incentives: pre-set performance metrics for executives .
- LTIP: majority (60%) performance-based over 3 years .
- Strategic goals tied to incentives: increase franchise store count, store-level profitability, revenue growth; manage expenses to hit EBITDA targets .
- Example performance RSU metric: 12.5% annualized TSR used for certain awards in FY2023–FY2025 .
| Incentive Metric | Description | Source |
|---|---|---|
| EBITDA | Annual EBITDA target for executives’ incentive plans | |
| Revenue growth | Drive Company revenue growth | |
| Store count & profitability | Increase total franchise store count and store-level profitability | |
| TSR (12.5% annualized) | Performance vesting condition for specific RSU awards (example) |
Other Directorships & Interlocks
| Relationship | Detail | Potential Conflict |
|---|---|---|
| Lending affiliate | RMC Credit Facility, LLC, a special purpose entity affiliated with Craig, provided a $6.0M loan (12% interest, maturing 9/30/2027) to RMCF on 9/30/2024 | Yes—financial relationship with Company; drove change in independence status |
| Equity private placement | Craig and Al Harper purchased an aggregate 1,250,000 shares at $1.75/share in a private placement effective 8/5/2024; S-1 effective 10/9/2024 | Yes—director participation in financing; requires robust related-party oversight |
| GVIC cooperation agreement | Board letter agreement with Global Value Investment Corp., controlled by Interim CEO/director Jeffrey Geygan; GVIC board designation rights | Governance interlock to monitor (not directly Craig’s affiliation) |
Expertise & Qualifications
- Real estate development, corporate governance; decades operating retail/dining centers .
- Prior public-company executive and director experience (Chelsea GCA) .
- Education: B.S., Business Administration, USC; philanthropic founder of Craig School of Business .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (May 30, 2025) | 283,419 shares; 3.6% of outstanding |
| Shares outstanding basis | 7,765,486 shares (as of May 30, 2025) |
| Ownership policy | Directors required to hold 3× annual cash retainer within 5 years |
| Hedging/pledging | Prohibited by Insider Trading Policy (shorts, derivatives, margin, pledging) |
Recent Form 4 transactions for Steven L. Craig:
| Date (Transaction) | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 8/6/2024 | Purchase (private placement) | 250,000 | $1.75 | 251,600 | https://www.sec.gov/Archives/edgar/data/1616262/000143774924025399/0001437749-24-025399-index.htm |
| 8/6/2024 | Sale (paired reporting entry) | 250,000 | $1.75 | 251,600 | https://www.sec.gov/Archives/edgar/data/1616262/000143774924025374/0001437749-24-025374-index.htm |
| 10/25/2024 | Award/Grant | 16,610 | $1.78 | 268,210 | https://www.sec.gov/Archives/edgar/data/1616262/000143774924032235/0001437749-24-032235-index.htm |
| 1/3/2025 | Award/Grant | 15,209 | $0.00 | 283,419 | https://www.sec.gov/Archives/edgar/data/1616262/000143774925000343/0001437749-25-000343-index.htm |
| 12/4/2023 | Initial ownership (Form 3) | — | — | 1,600 | https://www.sec.gov/Archives/edgar/data/1616262/000143774923034404/0001437749-23-034404-index.htm |
Note: Insider Trading Policy prohibits hedging and pledging; no pledges disclosed for Craig . Beneficial ownership table reflects shares deemed outstanding per SEC rules .
Governance Assessment
- Committee effectiveness: Craig chaired the Compensation Committee in 2024; by 2025 he no longer sits on committees, which may be appropriate given his non-independent status after the Debt Transaction .
- Independence/Conflicts (RED FLAGS):
- Related-party Debt Transaction: $6.0M loan at 12% from an entity affiliated with Craig—material related-party exposure; Board explicitly deems Craig not independent .
- Director equity financing: Participation in $1.75/share private placement with another director; requires rigorous related-party review and disclosure (provided) .
- Board composition risk: September 2025 resignation of Al Harper caused temporary non-compliance with Nasdaq independence and Audit Committee composition requirements; company indicates cure plan by next annual meeting .
- Attendance: FY2025 at least 75%; FY2024 99%—generally supportive of engagement .
- Say-on-pay signal: 2025 say-on-pay approved (For: 3,577,692; Against: 81,989; Abstain: 47,832; Broker Non-Votes: 1,882,300), indicating improved shareholder support .
- Alignment mechanisms: Director stock ownership guidelines and prohibitions on hedging/pledging support alignment .
Overall implications:
- Craig brings relevant development/franchising expertise, but his affiliated lending and financing participation create perceived and actual conflicts that necessitate strong committee independence (exclusion from Audit/Compensation), robust recusal practices, and transparent oversight of related-party transactions . Shareholder support on say-on-pay improved; ongoing Nasdaq compliance remediation should restore governance baseline .