Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Exchange Act).  Yes  ☐    No   ☒ 

Based upon the closing sales price of the Registrant’s Common Stock as published by the OTC Market Service as of June 30, 2019,2022, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $146,185,000$113,089,000 on that date.

As of April 9, 2021,March 3, 2023, there were 23,243,47621,448,212 outstanding shares of the Registrant’s Common Stock, par value $0.01 per share.

Unless the context indicates otherwise, the terms the “Company,” “Crimson,” “we,” “our” or “us” as used herein refer to Crimson Wine Group, Ltd. and its subsidiaries. Crimson was incorporated in 1991 under the laws of Delaware and has been conducting business since 1991. Prior to February 25, 2013, Crimson was a wholly-owned subsidiary of Jefferies Financial Group Inc. (formerly known as Leucadia National Corporation) (“Jefferies”). On February 1, 2013, Jefferies declared a pro rata dividend of all of the outstanding shares of Crimson’s common stock in a manner that was structured to qualify as a tax-free spin-off for U.S. federal income tax purposes (the “Distribution”). Jefferies’ common shareholders received one share of Crimson common stock for every ten common shares of Jefferies, with cash in lieu of fractional shares, on February 25, 2013.

Crimson is in the business of producing and selling luxury wines (i.e., wines that retail for over $16 per 750ml bottle). Crimson is headquartered in Napa, California and through its wholly-owned subsidiaries owns seven primary wine estates and brands: Pine Ridge Vineyards, Archery Summit, Chamisal Vineyards, Seghesio Family Vineyards, Double Canyon, Seven Hills Winery and Malene Wines.

The wine Crimson makes comes from estate grown grapes as well as grapes and bulk wine purchased under contract and on the spot-market. OurCrimson’s business model is a combination of direct to consumer sales and wholesale distributor sales. References to cases of wine herein refer to nine-liter equivalent cases.

Our missionvision and purposeessence are as follows:

As ownersTo be uncompromising cultivators of exceptional vineyards in premierthe most interesting wine growing regions, we are committed to crafting benchmark wines for the pleasure and benefit of those we serve.

The following table summarizes the Company’s acreage as of December 31, 2019:2022:

Pine Ridge Vineyards was acquired in 1991 and has been conducting operations since 1978. Pine Ridge Vineyards owns acreage in five Napa Valley appellations-Stagsappellations—Stags Leap District, Rutherford, Oakville, Carneros and Howell Mountain. The winery at Pine Ridge Vineyards has a permitted annual wine production capacity of up to 300,000285,000 gallons, which equates to approximately 126,000120,000 cases of wine; however, current fermentation and processing capacity is limitedranges from approximately 60,000 to approximately 61,00065,000 cases without additional capital investment. Current fermentation and processing capacity was reduced in 2022 as part of Crimson’s continuous improvement initiatives for wine quality. The facility includes areas and equipment for crush, fermentation, aging and bottling processes, and also has a tasting room, hospitality center and administrative offices. Built into the hillside for wine barrel storage are approximately 34,000 square feet of underground caves with a capacity to store up to 5,000 barrels.  In addition, there are special event dining areas both indoors and outdoors as well as in the underground caves.

The Pine Ridge Vineyards estate business is focused primarily on the production of high quality Cabernet Sauvignon and Bordeaux-style blends sold by Crimson under the Pine Ridge Vineyards brand name. Pine Ridge Vineyards also produces Chenin Blanc + Viognier, which is sold by Crimson under the Pine Ridge brand name and is made from purchased grapes and bulk wine juice processed at a third party custom winemaking facilityfacilities with a contracted capacity of up to approximately 110,000200,000 cases for the 20192022 harvest year.

Archery Summit was created by Crimson in 1993. Archery Summit owns acreage in the Dundee Hills American Viticultural Area (“AVA”) of the Willamette Valley in Oregon. The winery at Archery Summit, situated on an estate vineyard known as Summit Vineyard, has a permitted annual wine production capacity of up to 50,000 gallons, which equates to approximately 21,000 cases of wine; however, current fermentation and processing capacity is limitedranges from approximately 16,000 to approximately 17,00021,000 cases. The facility includes areas and equipment for crush, fermentation, wine aging and storage, in addition to a tasting room, hospitality center and administrative offices. The facility has approximately 8,900 square feet of underground caves for wine barrel storage with a capacity to store over 750 barrels. There are also special event dining areas indoors as well as in the underground caves.

Archery Summit is focused primarily on producing estate grown, expressive single vineyard Pinot Noir and Chardonnay sold by Crimson under the Archery Summit brand name. Archery Summit also produces the Vireton Pinot Gris,brand, which is sold by Crimson under the Archery Summit brand name and is made primarily from purchased grapes.grapes from the Willamette Valley appellation.

Chamisal Vineyards was acquired in 2008 and has been conducting operations since 1973. The Chamisal Vineyard was the first vineyard planted in the Edna Valley in 1973. The winery at Chamisal has a permitted annual wine production capacity of up to 480,000 gallons which equates to approximately 200,000 cases of wine. Currentwine; however, current fermentation and processing capacity available is 211,000 gallons in tanks and barrels which equatesranges from approximately 60,000 to approximately 89,000 cases of wine.75,000 cases. The facility includes areas and equipment for crush, fermentation, aging and bottling processes, as well as a tasting room, hospitality center and administrative offices. There are special event dining areas outdoors.

Chamisal is focused on producing benchmark Chardonnay and single vineyard Pinot Noir, which are all produced from top vineyards in the Central Coast, includingand include both purchased and estate grown grapes. The wines are sold by Crimson under the Chamisal Vineyards brand name.

Seghesio Family Vineyards is focused on producing estate grown, world class Zinfandel and Italian varietal wines as well as a heritage Old Vine Zinfandel and Sonoma County Zinfandel produced from both purchased and estate grown grapes. The wines are sold by Crimson under the Seghesio Family Vineyards brand name.

Double Canyon vineyard land was acquired in 2005 in the Horse Heaven Hills appellation in Washington. Starting with the 2010 vintage, the vineyard produced the first wines bottled under the Double Canyon brand name. 

Double Canyon is focused on producing benchmark Cabernet Sauvignon from Washington State’s best appellations. Double Canyon launched the Horse Heaven Hills Cabernet Sauvignon nationally in 2016, expanded into more markets and channels across the U.S. in 2017 and continued to increase distribution in 2018. In 2018, Double Canyon producedproduces its first Cabernet Sauvignonwine from Red Mountain. During 2019, 124 acres of land, 109 acres of which were fallow land, were sold. As of December 31, 2019, there were 181 acres of remaining land, 93 acres of which were planted withpurchased grapes that were subsequently sold in January 2020.under long-term contracts.

Seven Hills Winery was established in 1988 and acquired by Crimson in January 2016. Seven Hills owns acreage in the Walla Walla Valley, which includes some of the oldest and highest quality Bordeaux varietal plantings. This historic site, considered the original Seven Hills Winery estate acreage, was planted by the Seven Hills Winery founder and his father. Also included within the acreage are plantings in The Rocks District of Milton-Freewater, which is known for world class Rhone style wines. The winery facility has an annual permitted wine production capacity of up to 48,000 gallons, which equates to approximately 20,000 cases of wine.wine; however, current fermentation and processing capacity ranges from approximately 11,000 to 14,000 cases. The winery and tasting room are located in downtown Walla Walla in the Crimson-owned historic Whitehouse-Crawford building. The 15,463 square-foot facility includes areas and equipment for crush, fermentation, aging, bottling processes, as well as a tasting room and administrative offices. There are indoor and outdoor special event dining areas.

In December 2016 the Company also acquired landSeven Hills Winery is focused on producing Cabernet Sauvignon, Merlot, and Sauvignon Blanc, which are produced from esteemed vineyards in the Walla Walla Valley for useand the Red Mountain appellations, from both estate grown and purchased grapes. The wines are sold by Seven Hills Winery. This land purchase encompassed approximately 108 acres of vineyards and apple orchards. Included in the 108 acres are 21 acres of some of the oldest and highest quality Bordeaux varietal plantings in the Walla Walla Valley. This historic site, considered the original Seven Hills Winery estate acres, was planted byCrimson under the Seven Hills Winery founder and his father. In addition, within the 108 acres are 14 acres in The Rocks District of Milton-Freewater, which is known for world class Rhone style wines. During 2017 and 2018, Seven Hills Winery replanted certain acres of the apple orchards into vineyards and removed the remaining orchards for either replanting to grapes or to sell off the land. In 2018, 36 acres of fallow land was listed in the market for sale that remained for sale at the end of 2019.brand name.

Malene Wines was created by Crimson in 2016 with the goal of creating America’s reference point premium Rosé with a sole focus on premium Rosé produced in the U.S. Malene Wines sources fruit from specific sites throughout the Central Coast intentionally farmed for world class Rosé winemaking. In 2017, utilizing fallow ground Crimson owns in the Edna Valley, weit planted 5five estate acres to Grenache specifically dedicated for Malene Rosé. There are an additional 11 fallow acres in the Edna Valley that the Company could plant to further expand estate grapes for Malene Wines.

Malene Wines are sold by Crimson under its own brand name and are made from purchased grapes processed at CrimsonCrimson’s sister estate Chamisal Vineyards’ winemaking facility. The Malene brand was launched with the 2015 vintage released to limited

The markets for luxury products in the wine industry are intensely competitive. Crimson’s wines compete domestically and internationally with premium or higher quality wines produced in Europe, South America, South Africa, Australia and New Zealand, as well as in the United States. Crimson competes on the basis of quality, price, brand recognition and distribution capability, and the ultimate consumer has many choices of products from both domestic and international producers. As a result of the intense competition and how uncertain tariffs have been, and may continue to be, there is upward pressure on Crimson’s selling and promotional expenses. Many of Crimson’s competitors are significantly larger with greater financial, production, distribution and marketing resources. Measured in wine volume, the U.S. is dominated by three large wine companies with production largely based in California, representing approximatelygreater than 50% of the domestic U.S. case sales volume. Further, Crimson’s wines may be considered to compete with all alcoholic and nonalcoholic beverages.

Demand for luxury wines can rise and fall with general economic conditions,conditions. As restrictions in response to the coronavirus disease pandemic (“COVID-19”) were gradually lifted throughout 2021 and the early part of 2022, the wine industry saw a recovery in visitations to tasting rooms, restaurants, bars, and other hospitality locations previously impacted by shutdowns and operating restrictions. The peak demand experienced in 2020 within the Company’s Ecommerce channel declined in 2021 and 2022 as consumers shifted purchasing and consumption behaviors towards other purchasing channels previously restricted by COVID-19, including tasting rooms, bars, restaurants, and other hospitality locations. The Company has focused on strengthening relationships with its distributors and trade accounts, introducing new products and maintaining and strengthening its winery brand engagement through various national promotions. On-Premise demand continues to recover while demand in Off-Premise locations has been growing stronger through increased points of distributions and premiumization of at-home wine consumption.

Wine production is also significantly affected by grape and bulk wine supply. In 2019,Following a historic wildfire season across California, Oregon, and Washington in 2020, the 2021 and 2022 harvests were impacted by drought and heat resulting in lower yields than historical averages. Compounded with the losses on the 2020 vintage, the lower yields of the 2021 and 2022 vintages may cause upward pricing pressure on the bulk wine market in addition to increased costs for grapes produced by the Company. Depending on the wine, industry saw a significant increasethe production cycle from harvest to bottled sales is anywhere from one to three years. Lower harvest yields have also resulted in excess wine from previousreduced bottled inventory and limited availability of select wines and vintages combined with a softening in the consumption across most wine segments, particularly as spirits and new categories take market share.available for sale.

Crimson’s wines are typically sold atSuggested retail price points for Crimson’s wines range from $16 to $250$395 per bottle; however, in the wholesale channel, which represented 89% and 87% of Crimson’s case volume in the years ended December 31, 2019, 20182022 and 2017,2021, respectively, the majority of volume is in the $16 to $30 suggested retail price range.

Crimson reports operating results in two segments: Wholesale and Direct to Consumer. These business segments reflect how the Company’s operations are evaluated by senior management and the structure of its internal financial reporting. Both financial and certain non-financial data are reported and evaluated to assist senior management with strategic planning. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment are included; however, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Non-allocated expenses are reported under Other/Non-allocable which also includes revenues and expenses related to bulk wine and grape sales, event fees, tasting fees and non-wine retail sales. Therefore, net income information for the respective segments is not available. Based on the nature of the Company’s business, revenue generating assets are utilized across segments. Therefore,As a result, discrete financial information related to segment assets and other balance sheet data is not available and that information continues to be aggregated. Further information about segments, including net sales, cost of sales, gross profit (loss), directly attributable selling expenses, and contribution margin of the segments for the years ended December 31, 2019, 20182022 and 20172021 can be found in Note 1514 “Business Segment Information” to the consolidated financial statements.

Crimson controls approximately 871722 acres of vineyards in the Napa Valley, Sonoma County and Edna Valley in California, and the Willamette Valley, and The Rocks District, in Oregon, the Horse Heaven Hills in Washington and the Walla Walla Valley across Washington andin Oregon. Approximately 763602 acres of these vineyards are planted. Crimson expects to continue vineyard development plans for non-producing acreage in California, Oregon and Washington properties. Newly planted vines take approximately three to five years to reach maturity and vineyards can be expected to have a useful life of at least 25 years before replanting ismay be necessary. Depending on the site, soil and water conditions and spacing, Crimson’s experience has been that it costs approximately $10,000$45,000 to $130,000$132,000 per acre over a three

year period to develop open land into a vineyard capable of producing premium wine grapes, before taking into account the cost of the land. During 2019,2022, the average cost per acre placed into service was approximately $48,000$55,000 per acre.

Following a historic wildfire season across California, Oregon, and Washington in 2020, the 2021 and 2022 harvests were impacted by drought resulting in lower yields than historical averages. In 2019,2022, approximately 38%24% of Crimson’s total grape supply came from Crimson controlledCrimson-controlled vineyards. Crimson purchasespurchased the balance of its supply from approximately 68106 independent growers. The grower contracts range from one-year spot market purchases to intermediate and long term-agreements. During 2019,2022, one grower represented 11%10% of Crimson’s grape supply.

Winemaking and grape growing are subject to a variety of agricultural risks. Various diseases, pests, natural disasters and certain climate conditions can materially and adversely affect the quality and quantity of grapes available to Crimson, thereby materially and adversely affecting the supply of Crimson’s products and its profitability. Given the risks presented by climate conditions and extreme weather, Crimson regularly evaluates the potential and actual impacts of climate conditions and weather on its business and plans to disclose any related material impacts on the business. Along with various insurance policies currently in place, Crimson has made investments to improve its climate resilience and strives to effectively manage grape sourcing to help mitigate the impact of climate change and unforeseen natural disasters. During 2022, Crimson continued to complete upgrades to several facilities to improve water resilience and fire mitigation measures with plans to advance these initiatives through improvements of irrigation and water systems over the next several years.

The table below summarizes Crimson’s wine grape supply and production from the last threetwo harvests:

The table below summarizes Crimson’s sales of grapes and bulk wine during the last threetwo years:

Total cases shipped were approximately 340,000, 353,000410,000 and 342,000376,000 for the years ended December 31, 2019, 20182022 and 2017,2021, respectively. Cases shipped are disclosed for informational purposes, butand do not necessarily correspond to the vintage year the grapes are grown and crushed. Depending on the wine, the production cycle to bottled sales is anywhere from one to three years.

Crimson’s winemaking philosophy includes the use of the latest industry winemaking advances to complement making wine in the traditional manner by starting with high quality fruit and handling it as gently and naturally as possible all the way to the bottle. Each of Crimson’s wineries is equipped with modern crush, fermentation and storage equipment as well as technology that is focused on producing the highest quality wines for each of the varietals it produces.

Wine production and sales are subject to extensive regulation by the United States Department of Treasury Alcohol and Tobacco Tax and Trade Bureau (“TTB”), state departments regulating alcohol production and sale in California, Oregon and Washington and other federal, state and federallocal governmental authorities that regulate interstate sales, licensing, trade and pricing practices, labeling, advertising and other activities. In addition, federal and state authorities require warning labels on beverages for sale or distribution in the United States containing 0.5% of alcohol by volume or higher. Restrictions or taxes imposed by government authorities on the sale of wine could increase the retail price of wine, which could have an adverse effect on demand for wine in general. New or revised regulations or increased licensing fees or excise taxes on wine, if enacted, could reduce demand for wine and have an adverse effect on Crimson’s business, negatively impacting Crimson’s results of operations and cash flows.

On January 1, 2018, the 2017 Craft Beverage Modernization Act ("CBMA"(“CBMA”) became effective as part of the Tax Cuts and Jobs Act (Public Law 115-97) and made extensive changes to the Internal Revenue Code of 1986 ("IRC"(“IRC”), including provisions related to alcohol that were administered by TTB favorably impacting the federal alcohol tax rate.  The federal alcohol tax rate changed effective January 1, 2018 through December 31, 2019. On December 20, 2019, the CBMA was extended through December 31, 2020, maintaining the currentreduced federal alcohol tax rates.rates in place at the time. On December 27, 2020, the Taxpayer Certainty and Disaster Tax Act of 2020 was passed, which permanently extended the reduced tax rates and tax credits made available by the CBMA. The previous rate of $1.07 per gallon for wines with alcohol content at or below 14% has been permanently modified to apply to wines with alcohol content at or below 16%. The previous tax rate of $1.57 per gallon for wines above 14% but less than 21% has been permanently modified to apply to wines over 16%. The tax rates for wines with alcohol content over 21% has not changed.

The tax law also allows for certain volume production credits that the Company took which further decreases the Company’s excise tax liability.  The tax credit allows for a credit of $1.00 per gallon on the first 30,000 gallons, $.90 per gallon on 30,001 up to 130,000 gallons and $.535 per gallon on 130,001 up to 750,000 gallons, in each instance when the wine is removed from a producer’s bonded winery facility.

Crimson is also subject to a broad range of federal, state and statelocal regulatory requirements regarding its agricultural operations and practices. Crimson’s agricultural operations are subject to regulations governing the storage and use of fertilizers, fungicides, herbicides, pesticides, fuels, solvents and other chemicals. These regulations are subject to change and could have a significant impact on operating practices, chemical usage, and other aspects of Crimson’s business. The Company is strongly focused on environmental stewardship and maintains a variety of policies and processes designed to protect the environment, the public and the consumers of ourits wine. Crimson is an active member of the Porto Protocol, a nonprofit organization committed to mitigate climate change. In addition, many of the Company’s vineyards are certified sustainable through a number of organizations (California Sustainable Winegrowing Alliance, Napa Green, Low Input Viticulture and Enology, Sustainability in Practice, along with several others). Some examples of Crimson’s sustainable practices include waste reduction programs and resource preservation through a combination of electrical and water conservancy. In addition, the Company has formed a Carbon Neutral Council with commitments to become carbon neutral and to minimize the Company’s carbon footprint. In 2022, Crimson’s carbon emissions were audited and its carbon inventory is now certified ISO 14065. Furthering these efforts, Crimson has joined the International Wineries for Climate Action (“IWCA”). IWCA members follow science-based solutions to reduce their greenhouse gas (“GHG”) emissions and are adhering to the United Nation race to zero campaign that require Crimson to halve GHG emissions by 2030 and to achieve net zero emissions by 2050. Many of the expenses for protecting the environment are voluntary, however we arethe Company is regulated by various local, state and federal agencies regarding environmental laws where the costs of these laws and requirements of these agencies are effectively integrated into regular operations and do not cause significant negative impacts or costs.

There is a degree of seasonality in the growing cycles, procurement and transportation of grapes. The wine industry in general historically experiences seasonal fluctuations in revenues and net income. Typically, Crimson has lower sales and net income during the first quarter and higher sales and net income during the fourth quarter due to seasonal holiday buying as well as wine club shipment timing. Crimson expects these trends to continue.  

In addition to Crimson’s customer base and surrounding communities, the Company’s success is greatly dependent on its employees. As of December 31, 2019,2022, Crimson employed 194164 regular, full-time employees. Crimson also employs part-time and seasonal workers for its vineyard, production and hospitality operations. None of Crimson’s employees are represented by a collective bargaining unit and Crimson believes that its relationship with its employees is good.strong and in good standing.

Crimson maintains federal trademark registrations for its brands, proprietary products and certain logos, motifs and vineyard names. International trademark registrations are also maintained where it is appropriate to do so. Each of the United States trademark registrations is renewable indefinitely so long as the Company is making a bona fide usage of the trademark. The Company believes that its trademarks provide it with an important competitive advantage and has established a global network of attorneys, as well as branding, advertising and licensing professionals, to procure, maintain, protect, enhance and gain value from these registrations.

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company files periodic reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports, proxy statements and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy, information statements and other information regarding the Company and other issuers that file electronically.

The Company’s website is http://www.crimsonwinegroup.com. The Company also makes available through its website, without charge, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are filed with or furnished to the SEC. 

Statements in this Report may contain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “forecast,” “plan,” “intend,” “believe,” “may,” “should,” “would,” “could,” “likely,” and other words of similar expression.

Forward-looking statements give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements.  We caution you, therefore, not to rely on these forward-looking statements.

Factors that could cause actual results to differ materially from any results projected, forecasted, estimated or budgeted that may materially and adversely affect the Company’s actual results include, but are not limited to, those set forth in Item 1A. Risk Factors.

These forward-looking statements are applicable only as of the date hereof. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this Report.

Our business is subject to a number of risks. You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this Report, before you decide whether to purchase our common stock. The risks set out below are not the only risks we face. If any of the following risks occur, our business, financial condition and results of operations could be adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

and effectively manage the resources necessary to build and sustain our information technology infrastructure, if we fail to timely identify or appropriately respond to cybersecurity incidents, or if our information systems are damaged, destroyed or shut down (whether as a result of natural disasters, fires (either directly or through smoke damage), power outages, acts of terrorism or other catastrophic events, network outages, software, equipment or telecommunications failures, user errors, or from deliberate cyberattacks such as malicious or disruptive software, denial of service attacks, malicious social engineering, hackers or otherwise), our business could be disrupted and we could, among other things, be subject to: transaction errors; processing inefficiencies; the loss of, or failure to attract, new customers and consumers; the loss of revenues from unauthorized use, acquisition or disclosure of or access to confidential information; the loss of or damage to intellectual property or trade secrets, including the loss or unauthorized disclosure of sensitive data, confidential information or other assets; damage to our reputation; litigation; regulatory enforcement actions; violation of data privacy, security or other laws and regulations; and remediation costs. Further, our information systems and the information stored therein, could be compromised by, and we could experience similar adverse consequences due to, unauthorized outside parties intent on accessing or extracting sensitive data or confidential information, corrupting information or disrupting business processes or by inadvertent or intentional actions by our employees or agents. Similar risks exist with respect to the third-party vendors we rely upon for aspects of our information technology support services and administrative functions, including but not limited to payroll processing and health and benefit plan administration.

None.

Crimson’s vineyards and winemaking facilities are described in Item 1. In 2014, the Company entered into a lease agreement in1, which is incorporated by reference. The Company’s corporate offices are located at its wholly owned winery, Pine Ridge Vineyards, located at 5901 Silverado Trail, Napa, California to lease approximately 13,200 square feet of space for its administrative offices. The lease commenced July 1, 2014 for a term expiring June 30, 2020. During 2019, the Company extended the lease agreement for the administrative offices for a term expiring June 30, 2022.

From timeThe information set forth under Note 15 “Commitments and Contingencies” to time, Crimson may be involvedthe Company’s consolidated financial

Not applicable.

The Company’s common stock is traded in the over-the-counter market, OTC Market, under the symbol “CWGL.” The Company’s common stock is not listed on any stock exchange, and price information for the common stock is not regularly quoted on any automated quotation system.

Share repurchase activity under the Company’s share repurchase program and block repurchase on a trade date basis, for the three months ended December 31, 20192022 was as follows:

There have been no sales of unregistered securities by the Company withinduring the past year.fiscal year ended December 31, 2022.

The following table summarizes compensation plans under which ourthe Company’s equity securities are authorized for issuance as of December 31, 2019:2022:

The terms of equity compensation plans are described in Note 1211 “Stockholders’ Equity and Stock-Based Compensation” to the consolidated financial statements.statements included in Part IV, Item 15, Exhibits and Financial Statement Schedules, of this Report.

No dividends have been paid since the Distribution. The Company does not have a regular dividend policy and whether or not to pay dividends will be determined each year by ourits board of directors. The payment of dividends will also be subject to the terms and covenants contained in the Company’s revolving credit facility and term loan.loans.

Not required.

The purpose of this section is to discuss and analyze the Company’s consolidated financial condition, liquidity and capital resources and results of operations. This analysis should be read in conjunction with the consolidated financial statements, related disclosures and “Cautionary Statement for Forward-Looking Information,” which appear elsewhere in this Report.

The Company generates revenues from sales of wine to wholesalers and direct to consumers, sales of bulk wine and grapes, custom winemaking services, special event fees, tasting fees and other non-wine retail sales.sales such as merchandise (“non-wine sales”). 

OurThe Company’s wines are primarily sold to distributors, who then sell to retailers and restaurants. As permitted under federal, state and local regulations, we havethe Company has also been placing increased emphasis on generating revenue from direct sales to consumers which occur through wine clubs, at the wineries’ tasting rooms and through the internet and direct outreach to customers.Ecommerce channel. Direct sales to consumers are more profitable for the Company as we areit is able to sell ourits products at a price closer to retail prices rather than the wholesale price sold to distributors. From time to time, wethe Company may sell grapes or bulk wine because thesuch grapes or bulk wine does not meet the quality standards for the Company’sits products, market conditions have changed resulting in reduced demand for certain products, or because the Company may have produced more of a particular varietal than it can use. When these sales occur, they may result in a loss.

Cost of sales includes grape and bulk wine costs, whether purchased or produced from the Company’s controlled vineyards, crush costs, winemaking and processing costs, bottling, packaging, warehousing and shipping and handling costs. For the Company controlled vineyardCompany’s produced grapes, grape costs include annual farming labor costs, harvest costs and depreciation of vineyard assets. For wines that age longer than one year, winemaking and processing costs continue to be incurred and capitalized to the cost of wine, which can range from 3three to 36 months. Reductions to the carrying value of inventories are also included in costs of sales.

As of December 31, 2019,2022, wine inventory includes approximately 0.80.7 million cases of bottled and bulk wine in various stages of the aging process. Cased wine is expected to be sold over the next 12 to 36 months and generally before the release date of the next vintage.

As discussed in Item 1 of this Form 10-K/A,10-K, the wine industry in general, historically experiences seasonal fluctuations in revenues and net income. The Company typically has lower sales and net income during the first quarter and higher sales and net income during the fourth quarter due to seasonal holiday buying as well as wine club shipment timing. We anticipateThe Company anticipates similar trends in the future.

Crimson’sThe Company’s discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”).  The preparation of these consolidated financial statements requires Crimsonthe Company to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an ongoing basis, Crimsonthe Company evaluates all of these estimates and assumptions. The following areas have been identified as critical accounting estimates because they have the potential to have a significant impact on Crimson’sthe Company’s consolidated financial statements, and because they are based on assumptions thatwhich are used in the accounting records to reflect, at a specific point in time, events whose ultimate outcome will not be known until a later date. Actual results could differ from these estimates.

including, but not limited to, historical usage, projected future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost of sales. If future demand and/or pricingprofitability for Crimson’sthe Company’s products are less than previously estimated, then the carrying value of the inventories may be requiredneed to be reduced, resulting in additional expense and reduced profitability. The Company’s inventory write-downs may consist of reductions to bottled or bulk wine inventory. Crop insurance proceeds from farming losses may be recorded as offsets against previously recognized write-downs. Inventory write-downs of $2.0 million, $0.6$1.4 million and $0.3$1.8 million were recorded during the years ended December 31, 2019, 20182022 and 2017,2021, respectively.

The Company evaluates long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Long-lived assets consist primarily of property and equipment and intangible assets with definite lives. Circumstances that might cause the Company to evaluate its long-lived assets for impairment could include a significant decline in the prices the Company or the industry can charge for its products, which could be caused by general economic or other factors, changes in laws or regulations that make it difficult or more costly for the Company to distribute its products to its markets at prices which generate adequate returns, natural disasters, significant decrease in the demand for the Company’s products or significant increasesincrease in the costs to manufacture the Company’s products.

Recoverability of long-lived assets is measured using a comparison of the carrying amount of an asset group to the fair value or future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company groups its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (or asset group). This would typically be at the property level which is in the Business section of this Form 10-K/A.10-K.

DuringThe Company recorded no impairment charges during the years ended December 31, 20192022 and 2018, the Company recorded impairment charges of $2.2 million and less than $0.1 million, respectively, to write-down the carrying value of vineyards and apple orchards held for sale to fair value less cost to sell. The Company did not recognize any impairment charges associated with long-lived assets during the year ended December 31, 2017.2021.

Interest expense, net, decreased $0.1 million, or 10%, in 2019 as compared to 2018. The decrease was primarily driven by a higher patronage dividend received and decreased principal balances on fixed loansIn this section, we discuss the results of our operations for the year ended December 31, 2022 compared to the prior period.

Wholesale net sales increased $0.3$4.0 million, or 1%11%, in 20182022 as compared to 2017.2021, with increases in both domestic and export wine sales. The increase in domestic wine sales was primarily driven by a combination of the Company’s execution of its growth strategies, price increases, and year-over-year recovery of On-Premise sales. These factors drove an increased rate of sales of the Company’s core wines and continued growth in new points of distributions. The increase in export wine sales volume duewas driven by increased shipments to favorable sales campaigns to reach new markets and increased distribution in Canada and Asia.recovery of the cruise and transportation business.

Direct to consumer net sales increased $1.3$0.7 million, or 5%2%, in 20182022 as compared to 2017.2021. The increase was primarily driven by an increasehigher sales through the wine clubs and in wine club, tasting room, and Ecommerce net sales.rooms as compared to 2021. The increase in wine club netand tasting room sales was partially offset by lower Ecommerce sales in the current year. Sales for wine clubs increased in the current year driven by price increases and sales mix. An increase in visitors and higher number of shipmentsspend per guest driven by the Company’s elevated tasting experiences resulted in higher tasting room sales. Ecommerce sales decreased in the current year as compared to 2021 as consumers continued to shift purchasing behaviors with the prior year was affected by delayed shipments due to hurricanes. The increase in tasting room net sales was driven by the openingreopening of two additional tasting rooms, retail and restaurants. Additionally, lower yields have resulted in reduced bottled inventory and limited availability of select wines and vintages. Limited offerings had an adverse impact across all sales channels but were particularly challenging within the Ecommerce channel as wine clubs and tasting rooms combined to make up 83% of higher priced varietal wines in 2018. In addition, the Company placed increased emphasis on digital and Ecommerce opportunities in 2018 which positively impactedtotal direct to consumer net sales.

Other net sales, which include bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales, increased $3.0$0.7 million, or 66%18%, in 20182022 as compared to 2017 primarily due to an increase in tons of grapes and gallons of bulk wine sold in 2018.2021. The increase was also impactedprimarily driven by additionalhigher tasting and event fee revenues and custom winemaking revenue to utilize Double Canyon’s state-of-the-art winemaking facility.services, partially offset by lower sales of excess bulk wine. Higher tasting and event fee revenues were driven by the Company’s premiumization of the wine tasting experiences and increased tasting room traffic and private events.

Direct to consumer gross profit increased $0.4$0.7 million, or 2%4%, in 20182022 as compared to 2017.2021. The increase was a result of higher wine clubs and tasting room sales, partially offset by lower Ecommerce sales, when compared to 2021. Direct to consumer gross margin percentage increased 100 basis points in gross profit was2022 primarily driven by an increase in wine club net sales shipments. Gross margin percentage decreased 180 basis points in 2018 primarily driven byprice increases and a shift in productsales channel mix driven by higher wine clubs and tasting room sales as compared to recent vintages with higher winegrowing costs.2021.

Other“Other” includes a gross profit (loss)loss on bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales andsales. Other gross loss decreased $0.6$0.8 million, or 3,506%75%, in 20182022 as compared to 2017. The decrease in gross profit2021 and is primarily driven by higher average farming costs related toincreased profitability in tasting and event fee revenues, custom winemaking services, and grape and bulk wine sales, compared to the same periodlower inventory write-downs, partially offset by nonrecurring insurance proceeds for smoke taint affected inventory received in 2017.2021.

Sales and marketing expenses increased $1.0$1.8 million, or 6%11%, in 20182022 as compared to 2017.2021. The increase was primarily driven by higher compensation relatedand travel expenses and consulting costscompared to 2021. Increased compensation is driven by hospitality staffing related to planned strategic marketing initiatives.increased traffic and volume, merit increases, and filling positions that were vacant in the prior year.

Other income, net, increased $0.1 million, or 16%, in 2022 as compared to 2021. The increase was primarily driven by increasedhigher investments interest expense associated with the 2017 Term Loan entered into in June 2017,income and rental income received, partially offset by a higher patronage dividend received in 2018.

OurThe Company’s income tax provision increased $1.4$0.1 million in 20182022 as compared to 2017.2021. The effective tax rate was 26.9%26.1% for 20182022 as compared to (21.9)%8.5% for 2017.2021. The difference between the consolidated effective income tax rate and the U.S. federal statutory rate for 2022 was primarily attributable to state taxes.income taxes and other nondeductible items. The difference inbetween the consolidated effective income tax rate year over yearand the U.S. federal statutory rate for 2021 was primarily attributable to the Tax Cutnon-taxable income from PPP loan forgiveness and Jobs Act (Public Law 115-97, “TCJA” or “tax reform”) that was signed into law on December 22, 2017. As a result of the reduction in the U.S. corporatestate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax liabilities at December 31, 2017 and recognized a $2.7 million tax benefit in the Company's consolidated income statement for the year ended December 31, 2017. In 2018, we completed our determination of the accounting implications of the U.S. Tax Act.taxes.

The Company’s principal sources of liquidity are its available cash and cash equivalents, investments in available for sale securities, funds generated from operations and its revolving credit facility.bank borrowings. The Company’s primary cash needs are to fund working capital requirements and capital expenditures. We currently anticipate that our available cash, revolving credit facilityThe Company has maintained adequate liquidity to meet working capital requirements, fund capital expenditures, meet payroll, and repay scheduled principal and interest payments on debt, and maintain compliance with debt covenants. The Company’s capital program is designed to operate within or near operating cash flow and may fluctuate with strategic initiatives and other factors impacting cash flow. The Company’s operating cash flow funded its capital expenditures in 2022 and fully funded its capital expenditures in 2021.

In response to the current macro-economic environment, the Company protected its financial position and liquidity as evidenced by the following items: the Company managed both operating expense and capital expenditure increases closely, limited discretionary spending, and actively managed its working capital, including supporting its business partners and closely monitoring its customers’ solvency and collectability. As a result, the Company believes that cash flows generated from operations and its cash, cash equivalents, and marketable securities balances, as well as its borrowing arrangements, will be sufficient to meet our operationalits presently anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months. The Company’s 2023 capital expenditure is expected to be approximately $9 million to $11 million, which include reinvestment into hospitality areas, production facilities and equipment, developing vineyards, maintenance, climate resilience projects, and other Company initiatives. For additional information regarding the Company’s debt obligations and purchase contracts, refer to Note 10 “Debt” and Note 15 “Commitments and Contingencies” included in Part IV, Item 15, Exhibits and Financial Statement Schedules, of this Report. Any projections of future cash needs forand cash flows beyond the foreseeable future.next twelve months are subject to substantial uncertainty but the Company believes cash flows generated from operations combined with its sources of liquidity as discussed above will be sufficient to meet its long-term cash requirements.

In March 2013, Crimson and its subsidiaries entered into a $60.0 million revolving credit facility (the “2013 Revolving“Revolving Credit Facility”) with American AgCredit, FLCA, as agent for the lenders identified in the 2013lenders. The Revolving Credit Facility is comprised of a revolving loan facility (the “Revolving Loan”) and a term revolving loan facility (the “Term Revolving Loan”), which together are secured by substantially all of Crimson’s assets. In March 2018, Crimson and its subsidiaries entered into the second amendment to the 2013 Revolving Credit Facility with American AgCredit, FLCA (the “Second Amendment”). The Second Amendment modified certain provisions of the 2013 Revolving Credit Facility, including, among other things, extending the Revolving Loan and Term Revolving Loan termination dates to March 31, 2023, extending the Term Revolving Loan conversion date to March 31, 2023 and extending the Term Revolving Loan maturity date to March 31, 2033.

Term loans consist of the following:

(i) On November 10, 2015, Pine Ridge Winery, LLC (“PRW Borrower”), a wholly-owned subsidiary of Crimson, entered into a senior secured term loan agreement (the “2015 Term Loan”) with American AgCredit, FLCA (“Lender”) for an aggregate principal amount of $16.0 million. Amounts outstanding under the 2015 Term Loan bear a fixed interest rate of 5.24% per annum.

(ii) On June 29, 2017, Double Canyon Vineyards, LLC (the “DCV Borrower” and, individually and collectively with the PRW Borrower, “Borrower”), a wholly-owned subsidiary of Crimson, entered into a senior secured term loan agreement (the “2017

Term Loan”) with the Lender for an aggregate principal amount of $10.0 million. Amounts outstanding under the 2017 Term Loan bear a fixed interest rate of 5.39% per annum.

Borrower’s obligations under the 2015 Term Loan and 2017 Term Loan are guaranteed by the Company. All obligations of Borrower under the 2015 Term Loan and 2017 Term Loan are collateralized by certain real property of the Company. Borrower’s covenants include the maintenance of a specified debt service coverage ratio and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness;indebtedness, limitations on distributions to shareholders;shareholders, and restrictions on certain investments, the sale of assets, and merging or consolidating with other entities.

The following table summarizes ourthe Company’s cash flow activities for the years ended December 31, 2019, 20182022 and 20172021 (in thousands):

Net cash provided by operating activities was $6.4$18.7 million in 2017,2021, consisting primarily of $5.5$3.2 million of net income adjusted for $7.6$6.9 million of non-cash items such as $8.7and $8.6 million of net cash inflows related to changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of depreciation and amortization, $0.3 million fromloss on the losswrite-down of inventory, write-offs, and $0.2 million loss on disposal of property and equipment, partially offset by an increasethe gain on extinguishment of $1.6 million benefit for income taxes. Additionally, there were $6.7 million of net cash outflows related to changes in operating assets and liabilities.debt. The change in operating assets and liabilities was primarily due to an increase in inventory, partially offset by a decrease in inventory, accounts receivable.receivable, and other current assets and increase in accounts payable and accrued liabilities.

Net cash used in investing activities was $10.2$8.2 million in 2017,2021, consisting primarily of capital expenditures of $14.0 million, partially offset by net redemptionspurchases of available for sale investments of $3.8 million. Capital$4.0 million and capital expenditures of $14.0$4.5 million, includes $7.0partially offset by proceeds from disposals of property and equipment totaling $0.2 million and principal payments received on notes receivable of costs related to the buildout of the Washington Winemaking Facility and other planned purchases associated with ongoing business activities.$0.1 million.

Net cash used in financing activities was $7.1 million in 2018 was $3.8 million,2021, which reflects the repurchase of ourthe Company’s common stock at a repurchase price totaling $2.5$6.2 million and principal payments on ourthe Company’s 2015 and 2017 Term Loans of $1.1 million and a contingent consideration payment of $0.1 million associated with the Seven Hills Winery acquisition.$0.9 million.

In March 2018,2022, the Company commenced a share repurchase program (the “2018the 2022 Repurchase Program”)Program that provided for the repurchase of up to $2.0$4.0 million of outstanding common stock. Under the 2018 Repurchase Program, any repurchased shares were constructively retired, and on September 19, 2018, the 2018 Repurchase Program was completed. Under the total 2018 Repurchase Program the Company repurchased 217,377 shares at a repurchase price of $2.0 million.

Financial Statements and supplementary data required by this Item 8 are set forth at the pages indicated in Item 15(a) below.

None.

As of March 11, 2020,13, 2023, the directors and executive officers of the Company, their ages, the positions with the Company held by each of them, the periods during which they have served in such positions and a summary of their recent business experience is set forth below. Each of the biographies of the current directors listed below also contains information regarding such person’s service as a director, business experience, director positions with other public companies held currently or at any time during the past five years, and the experience, qualifications, attributes and skills that the Board of Directors considered in selecting each of them to serve as a director of the Company.

Avraham M. Neikrug,Annette D. Alvarez-Peters, age 50,61, was elected as a director of the Company in February 2013. Mr. NeikrugMay 2021. She is the founder of annette a.p. Wine & Spirits Inc., a consultancy focused on business development and merchandising for the wine and spirits industry. Ms. Alvarez-Peters previously had a 37-year career with Costco Wholesale, including 25 years in the Beverage Alcohol Department, retiring as Assistant Vice President and General Merchandise Manager. A top leader in the industry, Alvarez-Peters has been recognized by M. Shanken Communications, publisher of Wine Spectator; Wine Business Monthly; Decanter; and Wine Enthusiast. She holds the Managing PartnerDiploma Certification from the Wine & Spirits Education Trust and the Certified Wine Educator designation from the Society of Goldenhill Ventures, a private investment firm that specializes in buying and building businesses in partnership with management, since June 2011. Mr. Neikrug has served as Vice President in Goldenhill Ventures LLC since June 2011. Mr. Neikrug has managerial and investing experience in a broad range of businesses through his founding and operating of JIR Inc., a company involved in the development of regional cable television throughout Russia, JIRP, a business-to-business internet service provider (ISP) based in Austria, and M&A Argentina, a private equity effort in Argentina. Avraham M. Neikrug’s father is a first cousin to Joseph S. Steinberg.Wine Educators.

Douglas M. Carlson, age 63,66, was elected as a director of the Company in March 2013. Mr. Carlson was electedappointed CEO of Good Idea, Inc. in January 2022. Good Idea produces the first functional beverage clinically proven to boost metabolism, harness natural energy and to help balance blood sugar. In addition, from August 2015 to June 2022, he served as CEO and Chairman of Tommy’sTommy's Superfoods, LLC in August 2015. Tommy's is in the frozen vegetables business and is quickly becoming a national brand in the U.S. with 14 different and creative seasoned blends of vegetables.LLC. From October 2013 to July 2015, Mr. Carlson was the Executive Vice President and Chief Marketing Officer of NOOK Media LLC, a subsidiary of Barnes & Noble, Inc. From April 2010 to September 2013, Mr. Carlson was Managing Partner of Rancho Valencia Resort & Spa, a tennis resort that includes fractional real estate. Prior to that, Mr. Carlson was Executive Chairman and Managing Director of Zinio, LLC and VIV Publishing, a digital publishing, retail and distribution platform for magazines, since 2005. Mr. Carlson co-founded FIJI Water Company LLC, Inc. in 1996 and served as its Chief Executive Officer from 1996 to 2005. Prior to joining FIJI, Mr. Carlson served as the Senior Vice President and Chief Financial Officer for The Aspen Skiing Company, from 1989 to 1996. Mr. Carlson has managerial and investing experience both within and outside the hospitality industry, as well as having been a certified public accountant.

Craig D. Williams,Avraham M. Neikrug, age 69,53, was elected as a director of the Company in MarchFebruary 2013. From January 2015 to May 2018, Mr. Williams wasNeikrug has been the Chief Winegrower & Chief Operating Officer at Crimson Wine Group. Prior toManaging Partner of Goldenhill Ventures, a private investment firm that specializes in buying and building businesses in partnership with management, since June 2011. Mr. Williams was the owner of Craig Williams Wine Company, a consulting business focused on winemaking and viticulture from 2008 to 2015. From 1976 to 2008, Mr. Williams held a variety of winemaking roles at Joseph Phelps Vineyards, rising to Senior Vice President of Winegrowing, responsible for all viticulture and winemaking activities, from 1999 to 2008. Mr. WilliamsNeikrug has managerial experience and investing experience in multiple aspectsa broad range of businesses through his founding and operating of JIR Inc., a company involved in the wine business.development of regional cable television throughout Russia, JIRP, a business-to-business internet service provider (ISP) based in Austria, and M&A Argentina, a private equity effort in Argentina. Avraham M. Neikrug’s father is a first cousin to Joseph S. Steinberg.

Colby A. Rollins, age 45,48, was elected as a director of the Company on April 25, 2018. Mr. Rollins is currently the Chief Operations OfficerManaging Director and Co-CEO of American Investment Company,Cumming Capital Management, a family-owned investment company with diversified holdings. Previously, he served as the Chief FinancialOperations Officer of American Investment CompanyCumming Capital Management from January 2009 to January 2011.December 2021. John D. Cumming, Chairman of

Luanne D. Tierney, age 59, was elected as a director of the Company on November 5, 2018. Ms. Tierney is a Marketing Technology Executive, seasoned board director and advisor with broad depth of experience driving companies to best leverage technology, data, information, and the cloud in the digital age. Ms. Tierney has beenover 25 years in leadership, marketing strategy roles, and driving growth through partner ecosystems. Ms. Tierney has deep Go-To-Market and P&L experience navigating through multiple stages of growth, global expansion, leadership transitions, strategy development, planning, people, and change management. Ms. Tierney helps companies create best-in-class connected marketing and sales organizations. She assists organizations in getting the CEOmost out of LT & Associates since August 2016, providing marketing consulting services.their people by developing great cultures and workplaces. She is an active Board director and advisor for both public and private companies. Ms. Tierney is a Silicon Valley executive who has held executive positionsguest lecturer at Cisco Systems, Juniper Networks,Pepperdine Graziadio School of Business. She is active in multiple organizations that support and Proofpoint. Ms. Tierney has successfully built and led complex marketing organizations for several Fortune 500 and mid-market SaaS companies. Ms. Tierney's efforts have gained wide recognition within the industry and she has garnered numerous awards and honors, including YWCA TWIN Executive Women Award, the PBWC Industry Leader Award, the Silicon Valley Women of Influence Award, among others.prepare women in technology to advance their careers. She has been featured in the Wall Street Journal, Huffington Post and Success Magazine, and is a popularfrequent speaker atfor industry events, leadership panels, and a guest lecture at several West Coast universities, including Pepperdine Graziadio Business School, Santa Clara, and UC Berkeley.in university courses.

Jennifer L. Locke, age 47,50, has served as Chief Executive Officer of Crimson since December 2019. Ms. Locke brings to the Company inspirational leadership skills and an industry wideindustry-wide reputation for delivering results and leading high-performing teams in a collaborative and innovative style. Prior to joining Crimson, Ms. Locke was Senior Vice President of U.S. Luxury and Direct-to-Consumer Sales, Americas, at Treasury Wine Estates, (TWE), a publicly traded global wine company, based in Melbourne, Australia. A Northwest native, Ms. Locke previously was Director of National Wholesale, Export and Direct-to-Consumer Sales at Willakenzie Estate and was Pacific Senior Regional Sales Manager at Chalone Wine Group. She began her hospitality industry career more than 20 years ago as a wine buyer and training manager at several fine-dining restaurants in Seattle.

Karen L. Diepholz, age 56,59, has served as Chief Financial Officer of Crimson since June 2018. Prior to that, Ms. Diepholz served for three years as the Chief Financial Officer of Vintage Wine Estates, a privately held wine company, where she led many aspects of the operations.operations including treasury, and integration of acquisitions. From 2011 to 2014, Ms. Diepholz waspreviously held the position of Vice President & Chief Financial Officer of Equinox Payments, a payment technology company, andspun off from 2008 to 2011 the Vice President of Financial Planning and Analysis for Hypercom Corporation, a New York Stock Exchange listed global payment technology company.company where she was the Vice President of Financial Planning and Analysis from 2008 to 2011. Ms. Diepholz also served as the Vice President, Corporate Controller at Fender Musical Instruments and spent her early career in the consumer products industry in a variety of financial and cross-functional leadership roles at The Dial Corporation, now Henkel U.S.

Nicolas M.E. Quillé, MW, age 47,50, has served as Chief Winemaking and Operations Officer since May 2018. Mr. Quillé previously was most recentlythe General Manager and Head Winemaker of Banfi Vintners’ boutique portfolio of wineries in the Pacific Northwest. He spent the last 2630 years in a variety of winegrowing positions in both France and the United States. In addition to his role with Banfi, his U.S. experience includes winegrowing and management positions with Pacific Rim and Bonny Doon. Prior to moving to the United States, Mr. Quillé worked in Burgundy (Antonin Rodet and Domaine Prieur), Provence (Domaine de la Courtade), Champagne (Laurent Perrier) and Portugal (Taylor’s Port). 

perspective, including diversity with respect to areas of expertise, gender, race, ethnicity, experience and geography. This assessment includes the following factors: diversity (including diversity of skills, background, and experience); business and professional background; financial literacy and expertise; availability and commitment; independence; and other criteria that the Nominating Committee or the full Board finds relevant. When searching for new director nominees, the Committee, as well as any third-party search firm that it engages, is committed to considering qualified candidates with a diversity of experience and perspective, including diversity with respect to areas of expertise, gender, race, ethnicity, experience, and geography. During 2019,2022, the CompensationNominating Committee met two times.one time.

The Compensation Committee makes all decisions regarding executive officer compensation. The Compensation Committee periodically reviews the elements of compensation for executive officers and, subject to any existing employment agreements, sets each element of compensation for the Chief Executive Officer and the other executive officers, including annual base salary and annual incentive bonus.

During the year endedAs of December 31, 2019,2022, a total of 822,000 shares of option grants for 89,000 shares were issued and remained outstanding with no additional grants or stock activities related to exercises or expirations during the year. As of December 31, 2022, 111,650 shares of option grants vested and are outstanding at year-end. The options vest annually over 5 years, expireexercisable. For additional information, refer to Note 11 “Stockholders’ Equity and Stock-Based Compensation” included in 7 yearsPart IV, Item 15, Exhibits and have an exercise priceFinancial Statement Schedules, of $6.87, the market value at the date of grant.

The following table shows, for fiscal years 20192022 and 2018,2021, all of the compensation earned by, awarded to or paid to ourthe Company’s named executive officers (as defined by Item 402(m)(2) of Regulation S-K).