Jefferson Gramm
About Jefferson Gramm
Independent director and Chairman of the Board at Tandy Leather Factory, Inc. (TLF); age 49; director since 2014 and non‑executive Chairman since 2017. He is a Portfolio Manager and Managing Partner at Bandera Partners LLC (since 2006), with prior experience as Managing Director at Arklow Capital, LLC (2004–2006). Education: MBA, Columbia University (2003); BA, Philosophy, University of Chicago (1996). The Board has determined he is independent under Nasdaq rules despite Bandera’s significant ownership stake.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bandera Partners LLC | Portfolio Manager; Managing Partner/Director | 2006–present | Activist/value investor background underpinning governance perspective |
| Arklow Capital, LLC | Managing Director | Oct 2004–Jul 2006 | Distressed/value investing experience |
| Ambassadors Group | Director | May 2014–Oct 2015 | Board service (public company) |
| Morgan’s Foods Inc. | Director | Apr 2013–Mar 2014 | Board service (public company) |
| Peerless Systems Corp. | Director | Jun 2009–Nov 2010 | Board service (public company) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Innovative Food holdings | Director | Since Sep 2021 | Current public company directorship |
Board Governance
- Roles and structure
- Chairman of the Board (non‑executive) since 2017; CEO/Chair roles separated. Board currently has five independent and one non‑independent member; committees are composed solely of independent directors. Executive sessions of non‑employee directors are held at each regular meeting unless deemed unnecessary.
- Committee assignments (2024 structure)
- Compensation Committee (member) and Nominating & Governance Committee (member). Chairs: Compensation—John Sullivan; Nominating/Gov—Vicki Cantrell; Audit—Diana Saadeh‑Jajeh (financial expert).
- Meeting cadence and attendance
- 2024 meetings: Board 4 regular + 2 special; Audit 4; Compensation 1; Nominating/Gov 1. All directors serving during 2024 attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Election context and composition
- As of April 30, 2025, total directors reported as six in the Board Diversity Matrix; Board independence profile and committee composition reaffirmed.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $16,000 | Gramm currently declines this cash compensation. |
| Committee chair retainer | $3,000 per committee | Applies to chairs of Audit, Compensation, Nominating/Gov. |
| Audit Committee member retainer | $2,000 (incl. chair) | Additional retainer for Audit members. |
| Reimbursements | Reasonable expenses reimbursed | Standard board service expenses. |
| 2024 Director compensation (Gramm) | $0 fees; $0 equity; Total $0 | Gramm declined both cash and equity in 2024. |
Performance Compensation
| Equity Instrument | 2024 Director Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (non‑employee directors) | ~$14,000 grant-date fair value | Vests equally over 4 years from grant date | Annual practice under 2023 Restricted Stock Plan; in Jun 2024, RSUs granted to all non‑employee directors except Gramm and former director Eric Speron, who both declined. |
- No director stock options disclosed; no director performance‑conditioned equity. Gramm declined 2024 equity grant; thus no outstanding unvested director equity for him.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Investor representation on TLF board | Gramm (Bandera Partners; ~33–34% holder) and John “Rocky” Sullivan (JCP Investment Management; ~10% holder) serve on the Board, signaling significant shareholder representation. |
| Independence determination | Despite Bandera’s stake, the Board determined Gramm is independent under Nasdaq rules. |
Expertise & Qualifications
- Governance/investor perspective from nearly two decades in value/activist investing (Bandera) and prior distressed/value investing (Arklow).
- Academic credentials: MBA (Columbia) and BA (University of Chicago).
- Prior public board service across multiple small‑cap companies, indicating experience with portfolio-company oversight and capital allocation.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jefferson Gramm | 2,864,055 | 33.7% | Includes shares held by Bandera Master Fund L.P.; Messrs. Gramm and Bylinksy of Bandera Partners may be deemed beneficial owners given voting/dispositive authority. To the Company’s knowledge, none of these shares have been pledged. |
| Bandera Partners LLC (addressed as beneficial owner) | 2,857,936 | 33.6% | Owned in Bandera Master Fund L.P.; authority delegated to Bandera Partners. |
| Shares outstanding at record date | 8,499,536 | — | Reference base for ownership percentages. |
Governance Assessment
- Positive indicators
- Strong ownership alignment: Gramm beneficially owns ~34% (via Bandera), and he declined both cash and equity director compensation in 2024, signaling commitment and alignment with shareholders.
- Board structure: Separation of Chair/CEO; majority‑independent board; all three key committees comprised solely of independent directors; Audit Chair designated as “financial expert.”
- Shareholder support: Say‑on‑Pay received ~98% approval at 2024 annual meeting, reflecting investor support for compensation framework overseen by the Compensation Committee (of which Gramm is a member).
- Clawback policy: Company‑level clawback to comply with Rule 10D‑1; plan‑level clawback includes misconduct, competition, and other triggers; no tax gross‑ups under the 2023 Plan.
- Related‑party review: Nominating & Governance Committee reviews related‑party transactions; Company reported no related‑party transactions in the last two fiscal years.
- Watch items / potential red flags
- Independence optics: While deemed independent, Gramm is a Managing Partner at Bandera, which beneficially owns roughly one‑third of TLF—investors may scrutinize independence and potential influence, particularly as he serves as non‑executive Chairman.
- Section 16 reporting: The Company disclosed clerical errors in Forms 4 filings for 2024 (RSU grants/vests), a process/control weakness to monitor.
- Concentrated shareholder representation: Board includes representatives of two significant shareholders (Bandera and JCP), which can be positive for accountability but raises potential alignment/entrenchment concerns if minority holder perspectives are underrepresented.
Additional Detail
Committee Assignments and Roles (current structure)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Member (Chair: John Sullivan) | 1 |
| Nominating & Governance Committee | Member (Chair: Vicki Cantrell) | 1 |
| Audit Committee | Not a member (Chair: Diana Saadeh‑Jajeh; Audit financial expert) | 4 |
Director Compensation Elements (Program)
| Element | Amount/Terms | Applicability |
|---|---|---|
| Cash Retainer | $16,000/year | Non‑employee directors; Gramm declines. |
| Chair Retainers | $3,000/year per committee | Audit/Comp/NomGov chairs. |
| Audit Member Retainer | $2,000/year | All Audit members including chair. |
| Equity (RSUs) | ~$14,000 grant; 4‑year equal vesting | Annual; 2024 grants excluded Gramm (declined). |
| 2024 Gramm Compensation | $0 cash; $0 equity; $0 total | Declined both. |
Attendance and Engagement
- 2024 Board meetings: 4 regular, 2 special; all directors serving met ≥75% attendance threshold; all attended the 2024 annual meeting.
Policies and Controls
- Code of Ethics and Insider Trading Policy adopted and posted on company website.
- Equity plan features minimum one‑year vesting for most awards, anti‑reload features, and clawback compliance; no automatic vesting on change‑in‑control (board discretion applies).
Say‑on‑Pay and Shareholder Feedback
| Year/Item | Result |
|---|---|
| 2024 Say‑on‑Pay | ~98% approval (of votes cast) |
Related‑Party and Conflicts
- No related‑party transactions reported above the disclosure threshold over the last two fiscal years; governance processes in place for review and approval.
- Ownership note: “To our knowledge, none of these shares have been pledged,” reducing pledge‑related alignment risk.
Overall, Jefferson Gramm’s large beneficial ownership, refusal of director fees and equity, and continued independent status under Nasdaq rules point to strong alignment with shareholders; investors should continue to monitor Section 16 reporting controls and the balance between significant shareholder representation and broader minority shareholder interests.