Joseph Steinberg
About Joseph S. Steinberg
Joseph S. Steinberg (age 81) is a director of Vitesse Energy (VTS) since 2023 and serves as Chairman of Jefferies Financial Group, with decades of board, financial, and management experience; he holds an M.B.A. from Harvard Business School and an A.B. in Government from New York University . He is not classified as an independent director under NYSE rules by the Vitesse Board . His current external board roles include Crimson Wine Group, Ltd., and he previously served on boards including HomeFed Corporation, HRG Group, Spectrum Brands Holdings, Fidelity & Guaranty Life, and Pershing Square Tontine Holdings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HomeFed Corporation | Director overseeing Jefferies’ investment | 1998–2019 | Board oversight role |
| HRG Group | Director | 2014–2018 | Board oversight role |
| Spectrum Brands Holdings, Inc. | Director | 2018–2019 | Board oversight role |
| Fidelity & Guaranty Life | Director | 2015–2017 | Board oversight role |
| Pershing Square Tontine Holdings, Ltd. | Director | 2020–2022 | Board oversight role |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Jefferies Financial Group Inc. | Chairman; Director since 1978 | Current | Chair role since March 2013 |
| Crimson Wine Group, Ltd. | Director | Current | Board member since 2013 |
Board Governance
- Committee memberships: None; Steinberg is not listed on the Audit, Compensation, or NGESR Committees .
- Independence: Not determined to be independent by the Board under NYSE standards .
- Attendance and engagement: In 2024, the Board held 20 meetings and each director attended at least 75% of Board and applicable committee meetings; the Board encourages attendance at annual meetings .
- Lead Independent Director and executive sessions: Daniel J. O’Leary serves as Lead Independent Director and leads executive sessions and other independent director processes; LID responsibilities include presiding over sessions without the CEO/Chair present and agenda oversight .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $125,000 | FY2024 | Standard non-employee director retainer |
| Committee/Chair fees | $0 | FY2024 | No LID or chair fees applicable to Steinberg |
| Meeting fees | $0 | FY2024 | Not disclosed/none indicated |
| Total cash | $125,000 | FY2024 | Sum of cash components |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2, 2024 | 5,504 | $123,014 | Vests approximately one year after grant on the day immediately prior to the next annual meeting (≥50 weeks) |
- Plan guardrails: Non-employee director aggregate cash+equity compensation limited to $750,000 per year, with exceptions for initial board service, special committee, lead director, or chair service .
- Minimum vesting and change-in-control: The amended LTIP requires one-year minimum vesting for at least 95% of shares; no automatic single-trigger vesting; awards vest on change in control only if not assumed or upon qualifying termination; dividends/dividend equivalents on unvested awards paid only upon vesting; awards subject to clawback policies; no excise tax gross-ups on equity awards .
- Performance metrics tied to director pay: None disclosed for director RSUs; awards are time-vested rather than performance-based .
Other Directorships & Interlocks
| Company | Type | Relationship to Vitesse |
|---|---|---|
| Jefferies Financial Group Inc. | Public | Chairman; Jefferies LLC advised Vitesse on the Lucero acquisition for a $2.5M fee plus up to $1M discretionary fee; Vitesse indemnified Jefferies entities; Tax Matters Agreement governs ongoing tax and indemnity obligations post-spin |
| Crimson Wine Group, Ltd. | Public | External directorship; no Vitesse transactions disclosed |
| Jefferies-related entities (JETX Energy, LLC) | Private | Vitesse Management provides services to JETX (Jefferies affiliate) for $225,000 per month; $2.7M received in FY2024; agreement includes termination and indemnity provisions |
- Additional Board interlocks: Brian P. Friedman (President of Jefferies) also serves on Vitesse’s Board, increasing Jefferies/Vitesse network ties .
Expertise & Qualifications
- Core credentials: Business, financial, and management expertise with extensive public-company board experience .
- Education: M.B.A., Harvard Business School; A.B. in Government, New York University .
- Industry/board experience: Long-tenured Jefferies director and Chairman; broad governance background across diversified companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Detail |
|---|---|---|---|
| Joseph S. Steinberg | 2,863,591 | 7.42% | 2,851,002 shares with sole voting/dispositive power (500,884 direct; 2,148,024 via entities/trusts; 202,094 charitable trust), plus 12,589 shares held by spouse with shared power |
| Unvested RSUs (director grant) | 5,504 | N/A | Annual RSU award granted May 2, 2024; unvested as of 12/31/2024 |
- Hedging/derivative transactions: Prohibited for directors under the Company’s Insider Trading Policy .
- Pledging: No pledging disclosures specific to Steinberg; not referenced in the Proxy .
- Ownership guidelines: Corporate Governance Guidelines include board compensation and stock ownership topics; specific director ownership multiples not disclosed in the Proxy .
Governance Assessment
- Independence and committee effectiveness: Steinberg is not classified as independent and holds no committee roles, which may limit direct participation in audit/compensation/governance oversight; the Board utilizes a Lead Independent Director structure with defined executive session practices to mitigate concentrated leadership .
- Alignment and influence: He holds 7.42% of outstanding shares, aligning financial incentives with shareholders but also conferring significant influence on Board matters .
- Conflicts and related-party exposure (RED FLAG): Jefferies—where Steinberg is Chairman—maintains material relationships with Vitesse (Lucero acquisition advisory fees, JETX services) and a tax agreement with indemnities and restrictive covenants, elevating conflict risk; the Company’s Audit Committee reviews related party transactions per policy .
- Compensation structure: Director pay uses modest fixed cash plus time-based RSUs and is subject to LTIP best practices (minimum vesting, no single-trigger vesting, clawbacks), supporting pay-for-performance principles at the plan level even though director grants are not performance-conditioned .
- Attendance: Met the ≥75% threshold in 2024 alongside all Board members, supporting baseline engagement .
- Risk indicators: Multiple Jefferies-affiliated directors (Steinberg, Friedman) plus significant Jefferies-related transactions present ongoing interlock/conflict considerations; hedging by directors is prohibited, which supports alignment .
Implications: Active monitoring of related-party transactions (including terms, fees, and approval processes) and continued emphasis on independent leadership (LID, committee chairs) are essential to sustaining investor confidence given Steinberg’s non-independent status and Jefferies interlocks .