Tina Chang
About Tina Chang
Tina Chang, age 53, is an independent director of Strattec Security Corporation since 2022 and currently serves as Chair of the Nominating and Corporate Governance Committee, with memberships on the Audit and Compensation Committees . She is Chairman and CEO of SysLogic, Inc. (information systems consulting) since 1996 and brings expertise in information technology, cybersecurity, and business process development relevant to risk oversight and board governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SysLogic, Inc. | Chairman & CEO | 1996–present | IT and cybersecurity leadership; business process development |
| Various private ventures | Owner | Not disclosed | Focused on product innovation, social benefits, cybersecurity |
External Roles
| Organization | Exchange | Role | Since | Committees/Impact |
|---|---|---|---|---|
| Weyco Group, Inc. | Nasdaq: WEYS | Director | 2007 | Public company board experience; governance and compensation exposure |
| Central States, Inc. | Private | Director | 2019 | Board experience at industrial distributor |
Board Governance
| Committee | Role | Independence | FY2025 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | All committee members independent | 5 |
| Audit | Member | All committee members independent | 9 |
| Compensation | Member | All committee members independent | 6 |
- Board held five meetings in FY2025; all directors attended more than 75% of board and committee meetings they served, with executive sessions at each board meeting .
- Board declassified in 2024; all directors stand for annual election (best-practice accountability) .
- Anti-hedging, anti-pledging, and margin account prohibitions apply to directors; clawback policy adopted and available on the website .
- Independent Chair separate from CEO; committee charters posted and periodically reviewed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly in arrears |
| Annual equity retainer (RSAs) | $85,000 | Granted at annual meeting; vests at next annual meeting |
| Transitional equity grant (RSAs for FY2024 service) | $50,000 | Vested immediately in FY2025 program change |
| Committee chair fee (Nominating & Governance) | $15,000 | Annual fee for committee chair |
| FY2025 fees earned (cash) | $75,000 | Actual cash paid for FY2025 |
| FY2025 stock awards (grant-date fair value) | $137,256 | RSA awards granted October 25, 2024 |
| FY2025 total director compensation | $212,256 | Sum of cash fees and stock awards |
- Non-employee directors no longer participate in annual cash incentive programs (removed in FY2025) .
- RSAs carry voting rights but no cash dividends until vested .
Performance Compensation
| Feature | FY2025 Status | Metrics/Terms |
|---|---|---|
| Director annual incentive | None | Non-employee directors removed from annual cash incentive program |
| Director performance equity | None disclosed | Equity awards are time-based RSAs for directors |
Other Directorships & Interlocks
| Company | Role | Since | Interlock/Network Considerations |
|---|---|---|---|
| Weyco Group, Inc. (WEYS) | Director | 2007 | STRT director Thomas W. Florsheim, Jr. is Weyco’s Chairman & CEO and serves on STRT’s board, creating a board-level interlock across STRT and WEYS . |
| Central States, Inc. | Director | 2019 | Industrial distributor board role (private); no related-party transactions disclosed by STRT in FY2025 . |
Note: STRT disclosed no related party transactions in FY2025 .
Expertise & Qualifications
- Information technology and cybersecurity expertise; business process development; multi-board governance experience .
- Serves as Chair of STRT’s Nominating & Governance Committee, indicating refreshment and skills matrix oversight responsibilities .
- Active engagement implied by committee meeting cadence (Audit: 9; Compensation: 6; Nominating: 5) in FY2025 .
Equity Ownership
| Holder | Total Beneficial Shares | % of Class | Vested/Owned (Sole Voting & Investment) | Unvested RSAs (Sole Voting Only) | Pledged/Hedged |
|---|---|---|---|---|---|
| Tina Chang | 7,755 | 0.2% | 4,848 | 2,907 | Prohibited by policy (no hedging/pledging) |
- Shares outstanding: 4,160,284 as of Aug 15, 2025 (basis for % ownership) .
- Director and officer Section 16 filings: no delinquent reports in FY2025 .
Governance Assessment
-
Positives
- Independent director with relevant IT/cybersecurity skill set; chairs governance committee; sits on audit and compensation committees .
- Strong engagement indicators: board and committee meeting cadence; executive sessions every board meeting; directors >75% attendance .
- Alignment features: equity-based director pay with time-based vesting; anti-hedging/anti-pledging policies; clawback policy in place .
- Board declassification and proxy access adopted; majority voting standard; governance best practices strengthen accountability .
- No related party transactions disclosed in FY2025 (reduced conflict risk) .
-
Watch items
- Board-level interlock with Weyco Group through Tina Chang (director) and Thomas W. Florsheim, Jr. (CEO of Weyco and STRT director); monitor for any transactional overlaps or compensation consultant cross-influence, though none disclosed .
- Variability in actual cash fees ($75,000 vs. standard $85,000 retainer) suggests potential pro-rata/timing effects; monitor future proxy for consistency and attendance-related fee impacts .
-
Shareholder sentiment indicator
- Say-on-pay support at 78% in 2024; management commits to annual say-on-pay and aligning incentives to EBITDA and cash flow performance .