Craig Smith
About Craig Smith
Craig Smith, MBA, JD, is Secretary and a Director at Willamette Valley Vineyards (WVVI). He is 78 years old, has served on the Board since October 2007, and has been Corporate Secretary since 2009 . The Board designated him as the Audit Committee financial expert and confirmed his independence under Nasdaq and SEC rules; he also serves on the Executive and Capital Development Committees . Company performance context: total shareholder return (TSR) for a $100 investment was $65.89 in 2022, $59.16 in 2023, and $37.33 in 2024, while reported net losses were $(646.49)K, $(1,198.59)K, and $(117.89)K, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chemeketa Community College | Vice President/Chief Financial Officer | Over 20 years | Senior financial leadership for a major educational institution |
| Faler, Grove, Mueller & Smith (CPA firm) | Managing Partner | Not disclosed | Led large local CPA practice; financial/accounting expertise |
| Willamette University – Atkinson Graduate School of Management | Adjunct Professor | Not disclosed | Academic contribution in management/finance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Salem Keizer School Board | Board Chairperson | Not disclosed | Governance leadership in education |
| Chemeketa Community College Board of Education | Board Chairperson | Not disclosed | Oversight of community college operations |
| Oregon State Fair Council | Board Chairperson | Not disclosed | Governance and oversight of state fair operations |
| Oregon Fair Dismissal Appeals Board | Board Chairperson | Not disclosed | Adjudication oversight in education sector |
| Mid-Willamette Valley Council of Governments | Board Chairperson | Not disclosed | Regional governance coordination |
| Oregon School Boards Association | Board Chairperson | Not disclosed | Statewide school governance leadership |
| United Way (local) | Board Chairperson | Not disclosed | Nonprofit leadership and community impact |
| State of Oregon commissions | Member | Not disclosed | Public-sector advisory and oversight |
Board Governance
- Board service: Director since October 2007; WVVI Corporate Secretary since 2009 .
- Committee roles: Audit Committee member and Audit Committee financial expert; Executive Committee member; Capital Development Committee member .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings .
- Independence status: Board determined all directors, except the President/Chair (Bernau) and Ellis, are independent; all Audit and Compensation Committee members are independent .
- Board leadership: President also serves as Chair; no lead independent director; independent directors hold sessions (two meetings in 2024) .
Fixed Compensation
| Year | Fees Earned/Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Comp. | Nonqualified Deferred Comp. Earnings | All Other Comp. | Total |
|---|---|---|---|---|---|---|---|
| 2024 | $2,700 | $0 | $0 | $0 | $0 | $0 | $2,700 |
- Board Compensation Plan terms (amended Feb 2024): $1,000 annual stipend, $500 per Board meeting, $200 per committee meeting; directors may elect to waive compensation .
Performance Compensation
- Equity awards outstanding: None at 12/31/2024 (company-wide; no options historically granted) .
- Director equity grants under 2025 Plan: Non-Executive Director Group listed as “-” (no grants disclosed) in 2025 Plan new benefits table .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding Denominator |
|---|---|---|---|
| Craig Smith | 1,500 | Less than 1% | 4,964,529 |
- Hedging and derivatives: Prohibited for officers/directors; short sales and derivative transactions barred .
- Margin/pledging: Purchasing on margin and pledging require pre-clearance; as of 12/31/2024, none of the directors or executive officers had pledged shares .
Employment Terms
- No individual employment agreement for Craig Smith disclosed; executive agreements disclosed for PEO (Bernau) and CFO (Ferry) only .
Company Pay-for-Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $65.89 | $59.16 | $37.33 |
| Net Income (Loss) ($000s) | $(646.49) | $(1,198.59) | $(117.89) |
- Clawback: Compensation Committee administers the Company’s Clawback Policy; 2025 Plan includes SEC Rule 10D-compliant clawback for the 3 prior fiscal years in case of restatement .
Capital Markets and Incentive Plan Developments
- 2025 Omnibus Equity Incentive Plan: 1,241,132 shares available; approximately 25% potential dilution relative to 4,964,529 shares outstanding at record date; includes ISOs, options, RSUs, SARs, and other share-based awards .
- Change-in-control: Administrator may accelerate vesting/exercisability; if terminated without cause or resigns for good reason within 24 months post-CIC, time-vesting accelerates and performance-vesting vests at target .
Investment Implications
- Alignment: Smith’s direct ownership is modest (1,500 shares; <1%), indicating limited direct “skin-in-the-game” versus larger insiders; hedging is prohibited and pledging is absent, reducing misalignment risks .
- Governance: Smith’s dual roles (Secretary + Director) with Audit Committee financial expert designation strengthen oversight, while Board’s combined Chair/President structure and lack of a lead independent director concentrate leadership power; however, Board asserts Smith’s independence and committees are fully independent .
- Incentive structure: Director pay is cash-based with meeting fees; no equity outstanding for directors and historically no options, but the 2025 Plan introduces significant potential equity overhang (~25%), which could add future incentive alignment or dilution depending on grant practices .
- Execution/retention lens: Smith’s extensive finance/accounting background (MBA, JD, CPA, Audit Committee financial expert) supports controls and reporting rigor; age 78 and long tenure suggest valuable institutional knowledge but potential succession/continuity considerations for Board-level finance expertise .