James E. Joseph
About James E. Joseph
Lead Independent Director and independent director of Stratus Properties Inc. (STRS). Age 64; director since 2015. He is Vice President, Advancement & Innovation and Dean of the Madden School of Business at Le Moyne College (2014–present), and previously served as President/CEO of Oneida Ltd., bringing CEO, consumer, hospitality, and turnaround expertise. Education: Ed.D. (Executive Leadership) and B.S. (Accounting) from Le Moyne College; M.P.A. from Syracuse University; honorary Cornell Hotel Society member; Fellow at the Culinary Institute of America (2009–2012) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oneida Ltd. | President & CEO; President; EVP Worldwide Sales & Marketing; SVP Food Service; SVP International Ops | 1995–2012 | Led turnaround restoring profitability and reducing debt . |
| Oneida Group (EveryWare Global, Inc.) | Director (prior public company) | 2012–2013 | Board member; governance experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Le Moyne College | VP, Advancement & Innovation; Dean, Madden School of Business | 2014–present | Executive-in-Residence (2012–2014) . |
| Cornell Hotel Society | Honorary Member | 2010 | Industry recognition . |
| Culinary Institute of America | Fellow | 2009–2012 | Industry affiliation . |
Board Governance
- Independence: Board determined Joseph is independent under NASDAQ standards .
- Lead Independent Director: Appointed April 1, 2022; reappointed April 1, 2025 for a 3-year term through April 1, 2028. Responsibilities include liaising with the CEO/Chair, setting agendas with the Chair, presiding over executive sessions, and chairing meetings in the Chair’s absence .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. All committees are 100% independent .
- Attendance: Board held 8 meetings in 2024; each director (including Joseph) attended over 92% of Board and committee meetings on which they served .
- Committee activity in 2024: Audit (4 meetings), Compensation (4), Nominating & Corporate Governance (2) .
- Overboarding policy: Max 4 public boards; audit committee service capped at 3 audit committees .
- Executive sessions: Independent directors regularly meet in executive sessions .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (Joseph) | $77,500 | Sum of applicable retainers for roles held . |
| Annual Board retainer (program schedule) | $35,000 | For all non-employee directors . |
| Lead Independent Director retainer (program schedule) | $25,000 | Additional to Board retainer . |
| Compensation Committee Chair fee (program schedule) | $12,500 | Chair premium . |
| Nominating & Corporate Governance Committee member fee (program schedule) | $5,000 | Member fee (non-chair) . |
Notes:
- No meeting fees; reasonable expense reimbursement only .
- Directors may elect to receive all/part of cash retainer in stock (example shown for another director); Joseph’s cash vs stock election beyond RSUs is not separately disclosed .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 9, 2024 | 2,720 | $65,008 | Fully vest on first anniversary; acceleration on death/disability/retirement or if not re-nominated | Time-vested only; no performance conditions . |
Program features and changes:
- Annual director RSU target increased from $45,000 to $65,000 starting in 2023, aligned to market review by independent consultant (FTI) .
- Directors do not receive stock options; equity is in RSUs .
Other Directorships & Interlocks
| Type | Company | Role | Timing |
|---|---|---|---|
| Current public company boards | None disclosed | — | — . |
| Prior public company boards | Oneida Group (EveryWare Global, Inc.) | Director | 2012–2013 . |
| Potential interlocks/conflicts | None disclosed for Joseph | — | —. Company has one designated director tied to a shareholder (LCHM Holdings), but not Joseph . |
Expertise & Qualifications
- CEO experience and consumer/hospitality sector leadership through Oneida turnaround; strategic, operational, and P&L oversight credentials .
- Academic leadership and advancement/innovation experience (Le Moyne College) .
- Education: Ed.D. (Executive Leadership), M.P.A., B.S. in Accounting (aligns with audit/financial literacy), honors/fellowships indicating industry recognition .
Equity Ownership
| Ownership Detail | Amount | As of | Notes |
|---|---|---|---|
| Common shares owned (not subject to vesting) | 14,265 | Mar 26, 2025 | Sole voting/investment power unless noted . |
| RSUs vesting within 60 days | 2,720 | Mar 26, 2025 | Included in beneficial ownership . |
| Total beneficial ownership | 16,985 | Mar 26, 2025 | <1% of outstanding shares . |
| Additional unvested RSUs (not within 60 days) | 350 | Mar 26, 2025 | Disclosed separately, not in total above . |
| Ownership guideline (non-employee director) | 3x annual retainer ($105,000) | Policy level | Based on 3-year trailing average price; RSUs count; pledges don’t count . |
| Compliance status | Exceeds guideline (all non-employee directors) | Mar 26, 2025 | Company states each non-employee director exceeds target . |
| Hedging/Pledging | Hedging prohibited; new pledges prohibited since Mar 3, 2016 | Policy | No pledges disclosed for Joseph . |
Governance Assessment
Strengths and positive signals
- Independent leadership: Reappointed Lead Independent Director with defined authority over agendas and executive sessions, supporting board oversight and accountability .
- Committee influence: Chairs Compensation Committee (oversees executive/director pay, human capital, succession planning); member of Nominating & Governance (board refreshment, ESG oversight), indicating central role in governance quality .
- Engagement/attendance: Each director exceeded 92% attendance in 2024; independent directors meet in executive sessions .
- Pay alignment: Director pay blends moderate cash retainers with time-based RSUs; no options or meeting fees; stock ownership guidelines met/exceeded; anti-hedging/anti-pledging in place .
- Shareholder support: 2024 say‑on‑pay approved by ~95%, indicating broad support for compensation governance (relevant to Joseph as comp chair) .
Watch items and potential conflicts
- Related-party ecosystem: A designated director (Porter) represents a ~7.7% shareholder (LCHM Holdings); related-party investments exist at project-level LPs with parties affiliated with that shareholder. These are reviewed and approved by the Audit Committee and not linked to Joseph, but present broader governance complexity to monitor .
- Nepotism optics: CEO’s son was employed (left Sept 2024); not related to Joseph, but governance teams should monitor for any ongoing influence on culture/controls (Comp/NCG oversight applies) .
RED FLAGS
- None disclosed specific to Joseph: no related‑party transactions, no pledging, no independence impairments, no attendance concerns .
Appendix – Committee Assignments (2025)
| Committee | Role |
|---|---|
| Compensation Committee | Chair . |
| Nominating & Corporate Governance Committee | Member . |
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Cash fees (Board + Lead + Comp Chair + NCG member) | $77,500 . |
| Stock awards (RSUs) | $65,008 . |
| Total | $142,508 . |
Program schedule (for context): Board retainer $35,000; Lead Independent $25,000; Compensation Chair $12,500; NCG member $5,000; no meeting fees .
Notes on Company-Level Governance Context
- Board independence: 6/7 independent; all committees 100% independent; lead independent director structure .
- Risk oversight: Clear allocation across Audit (including cybersecurity), Compensation (comp risk), NCG (governance/sustainability) .
- Stockholder rights: One share/one vote; eliminated rights plan; ongoing investor engagement including large holder representative on board (not Joseph) .