Steven Crystal
About Steven Crystal
Steven Crystal (age 69) has served as a director of Village Super Market, Inc. since 2001, with deep experience in retail operations, commodities trading, real estate and venture investing. He chaired the Audit Committee during 2001–2016 and again 2023–2025 per the proxy biography, and has been an active member of the Audit and Compensation Committees; the Board classifies all non-management directors, including Crystal, as independent. He attended at least 75% of Board and committee meetings in fiscal 2025, and was present at the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Village Super Market, Inc. | Director | 2001–present | Audit Committee chair 2001–2016 and 2023–2025; active on Audit and Compensation Committees |
| NYMEX and COMEX | Member; Floor broker | Member since 1980; floor broker 1980–1987 | Served on new products (helped create Crude Oil contract), finance, arbitration, budgeting and planning committees |
| Crystal Investment Partners, L.P. | Commodity Trading Advisor and Commodity Pool Operator (registered hedge fund) | 2005–2009 | Managed CTA/CPO registered with NFA and CFTC |
| Retail businesses in NV, CA | Owner/operator (Honda dealership, furniture store, formerly ACE Hardware; 5 ACDelco auto parts stores) | Various; ACDelco stores 1998–2013 | Retail operations expertise |
| Real estate partnerships | Owner/operator of residential and commercial properties (NJ, NV, CA, UT) | Ongoing | Real estate oversight |
| Automated Cashless Systems, Inc. (Cashless Holdings, Inc.) | Chairman & President (startup) | 2014–2021 (sold in 2021) | Gaming industry experience; NV gaming license since 2014 |
| Rancho Teresina HOA (Scottsdale, AZ) | President | Since 2014 | Community governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Center for Responsible Gaming | Board member | Since 2022 | Research nonprofit governance |
| Jewish National Fund | Assistant Treasurer; Investment/Finance Committee member | Ongoing | Philanthropy; investment oversight |
| Honor Health Foundation (formerly Scottsdale Health) | Board member; Chair of Investment Committee | Ongoing | Oversees investment activities |
| Off My Grid, LLC; Suncloud Ventures, LLC | Managing General Partner | Since 2022 | Developing 650-acre data center campus in southern Arizona |
| Brave Bear Ventures, LLC | Co-founder; Managing Member | Ongoing | Venture capital fund leadership |
Board Governance
- Independence and controlled company status: The Board determined all non-management directors, including Crystal, are independent under SEC and NASDAQ rules. VLGEA is a “controlled company” under NASDAQ rules due to Sumas Family Group voting power, so it is not required to have a majority of independent directors nor fully independent nominating/compensation committees.
- Committee assignments FY2025: Audit Committee member (with Kevin Begley and Stephen Rooney); Compensation Committee member alongside executives (John J. Sumas, John P. Sumas, Robert Sumas) and Stephen Rooney. Compensation Committee met twice; Audit Committee met eight times; Board met seven times.
- Audit Committee chair designation: Proxy biography states Crystal served as Audit Committee Chair 2023–2025; however, the Audit Committee Report lists Stephen F. Rooney as Chairman.
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in FY2025; all nine directors attended the 2024 annual meeting.
- Shareholder support: At the Dec 13, 2024 annual meeting, Crystal received 36,715,976 votes “For,” 4,131,911 “Withheld,” and 1,408,639 broker non-votes. Auditor ratification passed with 42,013,983 “For.”
Board Meetings and Attendance (FY2025)
| Metric | FY2025 |
|---|---|
| Board meetings held | 7 |
| Audit Committee meetings | 8 |
| Compensation Committee meetings | 2 |
| Director attendance rate | ≥75% for all directors |
| 2024 annual meeting attendance | All nine directors attended |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees earned or paid in cash ($) | $52,500 | $52,500 | $52,500 |
| Stock awards ($) | $274,800 (12,000 restricted shares granted Mar 17, 2023) | $— (no new grant) | $— (no new grant) |
| Option awards ($) | $— | $— | $— |
| Total ($) | $327,300 | $52,500 | $52,500 |
- Director fee structure: Annual retainer $50,000; Audit Committee Chair receives $2,500; no meeting fees; periodic restricted share grants to non-employee directors.
- Grant cadence: Non-employee directors received 12,000 Class A restricted shares on March 17, 2023 at $22.90; vest one-third annually on grant anniversaries.
Performance Compensation
- No performance-based metrics disclosed for director pay (equity awards are time-based vesting; no options outstanding).
| Equity Award Detail | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Aggregate stock awards outstanding (#) | 12,000 | 8,000 | 4,000 |
| Grant date & price | Mar 17, 2023; $22.90 | — | — |
| Vesting schedule | 1/3 per year on anniversary | 1/3 per year on anniversary | 1/3 per year on anniversary |
Other Directorships & Interlocks
- No other public company board directorships disclosed for Crystal; roles listed are primarily nonprofit and private entities.
Expertise & Qualifications
- Financial oversight: Multi-year Audit Committee leadership and membership; commodities trading and risk management background; real estate and venture investment experience.
- Audit Committee financial expert designation: The Board designated Stephen Rooney as the audit committee financial expert (not Crystal).
- Industry/operational experience: Ownership/operation in retail businesses; governance roles across nonprofits and investment committees.
Equity Ownership
| Holder | Class A Shares Owned | Class A % | Class B Shares Owned | Class B % |
|---|---|---|---|---|
| Steven Crystal (beneficial) | 1,409,486 | 12.7% | 440,320 | 10.7% |
Breakdown:
- Decedent trust: 70,025 Class A and 223,380 Class B (Crystal sole trustee).
- Crystal Family Charitable Foundation: 800,000 Class A and 216,940 Class B (Crystal sole trustee; may be deemed beneficial owner).
- Aggregate unvested director restricted shares at FY2025: 4,000.
Section 16 compliance:
- The Company believes all filing requirements were complied with in FY2025, except one late Form 4 for Robert Sumas; no exceptions noted for Crystal.
Governance Assessment
- Strengths:
- Long-tenured independent director with significant financial, trading, and operational expertise; longstanding committee leadership enhances oversight continuity.
- Material equity ownership (direct and via charitable foundation) aligns interests with shareholders.
- Strong shareholder support in 2024 director election; high say-on-pay support (94% in 2023), suggesting investor confidence in governance/compensation frameworks.
- Concerns / RED FLAGS:
- Controlled company exemptions: VLGEA does not maintain a majority independent board, and the Compensation Committee includes executives; the committee lacks a charter—potential conflict and process risk for pay decisions.
- Audit Committee chair inconsistency: Biography states Crystal chaired the Audit Committee in 2023–2025, while the Audit Committee Report lists Rooney as Chair—clarity on current chairmanship and transition timing would reduce ambiguity.
- Related-party transactions policy is overseen by Audit Committee; while none required review in FY2025, the company has historical related-party leases with Sumas-affiliated entities—ongoing monitoring is warranted.
- Signals:
- Cash-heavy director compensation in FY2024–FY2025 reflects three-year equity grant cadence (2023 issuance); time-based vesting, no options—low-risk profile and retention-focused design.
- Active committee engagement (Audit met 8×; Board 7×; Compensation 2×) and attendance ≥75% support Board effectiveness.