Alan Chippindale
About Alan Chippindale
Alan Chippindale (age 66) has served as an independent director of Stran & Company, Inc. since November 2021. He is President of Engage & Excel Enterprises Inc. (since July 2017), previously Chief Business Development Officer of BrandAlliance Inc. (2008–2017) and President of Proforma Inc. (1987–2004). He holds a bachelor’s degree in International Business and Marketing from Bowling Green State University, with deep experience in the promotional products industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proforma Inc. | President | Sep 1987 – Dec 2004 | Led operations in promotional products distribution |
| BrandAlliance Inc. | Chief Business Development Officer | Jan 2008 – Jun 2017 | Business development leadership in industry |
| Engage & Excel Enterprises Inc. | President | Jul 2017 – Present | Consulting/advisory to promotional products companies |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Engage & Excel Enterprises Inc. | President | No (private) | Consulting and recruiting engagements with SWAG (see related-party) |
Board Governance
- Independence: Board determined Chippindale is an “independent director” under Nasdaq Listing Rule 5605(a)(2), noting related-party transactions were reviewed and deemed consistent with independence .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Not a member of the Audit Committee .
- Attendance: During FY2024, the Board held 4 meetings; Audit 2; Compensation 1; Nominating held none. Each member attended at least 75% of Board and applicable committee meetings .
- Governance structure: Separate Executive Chairman (Andrew Stranberg) and CEO (Andrew Shape); three fully independent committees with written charters .
Fixed Compensation
| Year/Agreement | Cash Retainer | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 Director Compensation | $26,000 | — | — | Stock awards: $12,000; option awards outstanding (see below) |
| 2025 Independent Director Agreement (signed Jun 20, 2025) | $20,000 annually | $6,000 annually (Audit or Compensation Chair) | — | Restricted stock and option grants; see performance comp |
| July 2021 Independent Director Agreement | “Annual cash fee” (amount not specified) | — | — | One-time option grant (5,000 @ $4.15) and annual restricted stock grants valued at $12,000; see remedial actions |
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Exercise Price | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Stock option (initial director grant) | Jul 20, 2021 | 5,000 shares | $4.15 | Fully vested as of Dec 31, 2024 | None disclosed (time-based) |
| Annual restricted stock (intended per 2021 agreements) | Jul 20, 2022; Jul 20, 2023; Jul 20, 2024 | $12,000 each year (not granted due to oversight) | N/A | Intended to vest quarterly in following year; remedied in 2025 (see below) | None disclosed (time-based) |
| Remedial compensation for missed restricted grants | Jun 2025 | $11,382 cash + 20,000 shares | N/A | Granted in 2025 to make whole prior omissions | None disclosed (make-whole) |
| Restricted stock (2025 Independent Director Agreement) | Jun 20, 2025 | 9,449 shares | N/A | Vests in four equal quarterly installments beginning end of first full calendar quarter after grant | None disclosed (time-based) |
| Stock option (2025 Independent Director Agreement) | Jun 20, 2025 | 10,000 shares | VWAP-based (30 trading-day avg prior to grant) | Vests in four equal quarterly installments beginning end of first full calendar quarter after grant | None disclosed (time-based) |
No director performance-based metrics (e.g., revenue, EBITDA, TSR, ESG) are tied to Chippindale’s compensation; awards are time-based equity and fixed cash retainers .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed |
Expertise & Qualifications
- Promotional products industry leadership; prior CEO/President roles; business development expertise .
- Education: Bachelor’s degree in International Business and Marketing, Bowling Green State University .
Equity Ownership
| Holder | Shares Owned | Options (Exercisable within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Alan Chippindale | 10,892 | 5,000 | 15,892 | * (<1%) |
- Ownership guidelines: Not disclosed for directors; however, company prohibits hedging and derivative transactions, and pledging is prohibited unless specifically pre-approved under the Insider Trading Policy .
- Insider trades (open market):
- Jun 23, 2023: Purchased 8,000 shares at $1.4667 per share .
Board Governance Assessment
- Committee leadership: As Compensation Committee Chair, Chippindale influences executive and director pay decisions; the committee did not retain a compensation consultant in FY2024, which may reduce independent benchmarking rigor .
- Independence with related-party exposure: Engage & Excel received recruiting and consulting fees ($7,500 recruiting; $18,848 consulting in 2024; $17,500 recruiting; $20,000 consulting in 2023) and is entitled to 1.5% of contribution margin related to TR Miller assets for two years. The Board deemed him independent despite these dealings; amounts to date are under $200,000, but ongoing fee sharing tied to contribution margin warrants monitoring for conflict risk given his Compensation Chair role .
- Attendance and engagement: Board and committee meeting cadence was modest in FY2024 (Board 4; Audit 2; Compensation 1; Nominating none), with all directors meeting at least the 75% attendance threshold; this meets minimum expectations but suggests room to strengthen committee oversight frequency, especially given disclosed internal control weaknesses at the company level in 2024–2025 .
RED FLAGS
- Related-party transactions: Payments to Engage & Excel and a variable fee (1.5% contribution margin) tied to TR Miller assets create potential perceived conflicts for a sitting Compensation Chair; continued monitoring is advised to ensure recusal where appropriate and robust Nominating/Corporate Governance oversight of conflicts .
- Equity grant administration oversight: Company failed to deliver annual director restricted stock grants for 2022–2024 under prior agreements, later remedied via cash and share grants in 2025 (including 20,000 shares to Chippindale). While corrective action was taken, missed grants over multiple years indicate compensation administration weaknesses impacting board compensation integrity .
- Company-level control deficiencies: Multiple material weaknesses in internal control over financial reporting were disclosed by the prior auditor (Marcum), increasing enterprise governance risk; while not specific to Chippindale, committees (Audit and Compensation) need heightened oversight response .
Summary Tables
Director Compensation (FY2024 actuals)
| Name | Fees Earned (Cash) | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Alan Chippindale | $26,000 | $12,000 | — | $38,000 |
2025 Independent Director Agreement Awards and Terms (Chippindale)
| Component | Term/Grant | Amount | Vesting | Notes |
|---|---|---|---|---|
| Cash retainer | Annual | $20,000 | — | Independent director services |
| Chair fee | Annual | $6,000 | — | For Audit or Compensation Chair; Chippindale is Compensation Chair |
| Restricted stock | Jun 20, 2025 | 9,449 shares | 4 equal quarterly installments beginning end of first full quarter post-grant | Annual anniversary grants valued at $12,000 thereafter, based on 30-day VWAP average |
| Stock option | Jun 20, 2025 | 10,000 shares | 4 equal quarterly installments beginning end of first full quarter post-grant | Exercise price based on 30-day VWAP average prior to grant |
Beneficial Ownership (as of Jul 9, 2025)
| Holder | Common Shares | Options Exercisable (60 days) | Total | % of Class |
|---|---|---|---|---|
| Alan Chippindale | 10,892 | 5,000 | 15,892 | * (<1%) |
Related-Party Transactions (Chippindale/Engage & Excel)
| Year | Counterparty | Nature | Amount | Ongoing Terms |
|---|---|---|---|---|
| 2023 | Engage & Excel | Recruiting; Consulting (TR Miller acquisition) | $17,500; $20,000 | 1.5% of contribution margin of TR Miller assets for 2 years (paid annually) |
| 2024 | Engage & Excel | Recruiting; Consulting (TR Miller acquisition) | $7,500; $18,848 | Same as above; total fees < $200,000 to date |
Insider Open-Market Purchase
| Date | Shares | Price |
|---|---|---|
| Jun 23, 2023 | 8,000 | $1.4667 |
Notes on Policies
- Hedging/Pledging: Directors are prohibited from hedging or derivative transactions; pledging/margin accounts require pre-approval under the Insider Trading Policy .
Governance Assessment
- Alignment: Chippindale’s equity holdings are modest (<1%); time-vested equity grants support alignment, and his open-market purchase is a positive confidence signal .
- Oversight: As Compensation Chair and Nominating member, he is positioned to influence pay and governance. The combination of compensation administration lapses and company control weaknesses elevates the importance of robust committee activity and conflict management regarding Engage & Excel engagements .