Diana Saadeh-Jajeh

About Diana Saadeh-Jajeh

Independent director at Tandy Leather Factory (TLF) since 2024; age 55. She serves as Audit Committee Chair and is designated the Board’s “audit committee financial expert,” reflecting deep finance, public company CFO, and CPA credentials . Background includes EVP-CFO/COO of Ryvid, Inc. (since Oct 2023), prior EVP/CFO and Chief Accounting Officer roles at GameStop, and VP Global Finance Ops/Business Transformation at JUUL Labs; education includes a B.S. in accounting and finance (San Francisco State University) and an MBA in electronic business management (Notre Dame de Namur University) . The Board has determined she is independent under Nasdaq rules .

Past Roles

External Roles

• No other public company directorships disclosed for Ms. Saadeh-Jajeh in TLF’s 2025 proxy .

Board Governance

• Independence: Determined independent by the Board under Nasdaq rules .
• Committee assignments: Audit Committee Chair; Compensation Committee member .
• Financial expert: Identified by the Board as an “audit committee financial expert” (Reg S‑K 407(d)(5)) .
• Attendance: In 2024, the Board held 4 regular and 2 special meetings; all current directors who served in 2024 attended at least 75% of Board and applicable committee meetings . Audit Committee met 4x; Compensation 1x; Nominating/Gov 1x .
• Executive sessions: Non‑employee directors hold executive sessions at each regular meeting unless not needed .
• Board leadership: Separate Chair and CEO; 5 independent and 1 non‑independent members currently .

Fixed Compensation

• Director pay policy (non‑employee): Annual cash retainer $16,000; Committee Chairs +$3,000; Audit Committee members +$2,000; reimbursement of reasonable expenses. Certain directors declined cash in 2024 (not applicable to Ms. Saadeh‑Jajeh) .
• Annual equity policy: RSUs to non‑employee directors ~ $14,000 grant-date value; vest equally over 4 years from grant; 2024 grants made in June 2024 (some directors voluntarily declined) .

Director compensation received (FY2024):

Performance Compensation

• Instrument and vesting: Non‑employee director RSUs; ~ $14,000 grant-date value; vest equally over 4 years from grant date (time-based; no performance metrics) .
• Caps: Non‑employee director total compensation cap of $50,000 per year (cash plus equity at grant-date fair value); $100,000 for a non‑executive Chair .
• Clawback: Equity awards under the 2023 Plan are subject to the Company’s clawback policy adopted under Exchange Act Rule 10D‑1 and additional forfeiture conditions (e.g., misconduct, competition, solicitation) within two years of vest/payment .

RSU grant structure (FY2024):

Performance metrics tied to director pay: None disclosed; director equity is time‑based only .

Other Directorships & Interlocks

• None disclosed for Ms. Saadeh-Jajeh at other public companies; no related‑party interlocks identified for her in the proxy .

Expertise & Qualifications

• CPA; extensive public company finance experience (CFO/CAO); designated audit committee financial expert by the Board .
• Industry exposure: Consumer products, gaming/entertainment retail, and e‑mobility .
• Education: B.S. in accounting & finance (San Francisco State University); MBA in electronic business management (Notre Dame de Namur University) .

Equity Ownership

• Shares outstanding at record date: 8,499,536 common shares (for % context) .
• Pledging: “To our knowledge, none of these shares have been pledged.” (applies to listed management holdings) .
• Ownership guidelines: Not disclosed for directors in the proxy.
• Insider trading policy: Adopted and posted; applies to directors .

Governance Assessment

Strengths

• Independent director; Audit Chair; Board‑designated audit committee financial expert—enhances financial reporting oversight .
• Strong CFO/CAO background across multiple consumer/retail companies; CPA credential .
• Time‑based equity awards align directors with shareholders; modest retainer structure; director comp cap in plan; clawback policy in place .
• No related‑party transactions involving Ms. Saadeh‑Jajeh reported; none above policy thresholds company‑wide in last two fiscal years .
• Board separation of Chair/CEO and regular executive sessions of independent directors .
• 2024 say‑on‑pay support ~98%—indicates broad investor alignment on compensation governance (context signal) .

Watch items / Red flags

• Section 16 compliance lapse: Due to company clerical errors, Forms 4 for RSU grants/vests to directors/executive officer were not properly filed in 2024—an insider reporting control weakness; Audit Chair should ensure remediation .
• Low current beneficial ownership (783 shares, <1%)—alignment will improve as RSUs vest over time .
• Presence of significant shareholders on Board (Chair affiliated with ~33.6% holder; another director affiliated with ~10.1% holder) underscores need for strong independent committee leadership; Ms. Saadeh‑Jajeh’s role as Audit Chair and independent status help mitigate influence risk .

Related policies and structure

• Change‑in‑control: Awards do not automatically accelerate; Board/Committee discretion to adjust/replace in transactions .
• Director equity dividends/dividend equivalents not paid on unvested awards; none on options/SARs; dividends on RSUs, if used, follow vesting .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay approval ~98% at 2024 annual meeting; Board continues to seek annual advisory votes .

No additional items disclosed

• No director stock ownership guidelines disclosed; no hedging/pledging policy disclosure beyond Insider Trading Policy reference; no director‑specific performance metrics; no other public boards for Ms. Saadeh‑Jajeh .