Johan Hedberg
About Johan Hedberg
Johan Hedberg (age 59) was appointed Chief Executive Officer and joined Tandy Leather Factory’s Board on January 6, 2025, after 30+ years in wholesale/retail leadership, including senior roles at Fiskars Group (Chief Sales Officer; President, Americas) and Thule Group (VP Sales & Marketing, EMEA/ROW) . He holds a BBA from SMU’s Cox School of Business and an MBA from Northwestern’s Kellogg School of Management . Company performance prior to his tenure: 2024 sales decreased ~$1.8M YoY and net income decreased by ~$3M; TSR on a hypothetical $100 investment was $84 (2022), $84 (2023), and $94 (2024) . Hedberg’s 2025 pay is structured with a $425,000 base and a bonus opportunity at 50% of salary at target (100% at max), plus an initial 100,000 RSUs (1-year cliff) and 900,000 performance RSUs in six 150,000-share tranches tied to pre-set performance targets (subject to shareholder-approved plan waivers) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fiskars Group | Chief Sales Officer and President, Americas | Sep 2021–Dec 2023 | Led sales leadership across Americas following prior Global Chief Sales Officer role . |
| Fiskars Group | Global Chief Sales Officer | Apr 2020–Aug 2021 | Global commercial leadership . |
| Fiskars Group | SVP Global Sales, BA Vita | Jul 2019–Mar 2020 | Senior global sales leadership . |
| Thule Group | VP Sales & Marketing, Region Europe and Rest of World | Jan 2013–Jul 2019 | Led regional sales/marketing across EMEA/ROW . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Hedberg . |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base salary | $425,000 | Per employment agreement dated Jan 3, 2025 . |
| Annual bonus target | 50% of base salary | Based on company financial performance; 100% of base at max . |
| Bonus framework change | From 2025 onward, CEO bonus tied to pre-determined metrics (vs. discretionary in 2024) | The company did not pay a CEO bonus for 2024 . |
| Benefits | Standard 401(k), life/health insurance | Executive benefits program overview . |
Performance Compensation
| Instrument | Grant date | Size | Metrics/Targets | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (time-based) | Feb 19, 2025 | 100,000 | Time-based | Cliff vest on 1st anniversary (Feb 19, 2026), subject to continued employment . | One-for-one share settlement . |
| Performance RSUs | 2025 (initial grant) | 900,000 | Six pre-determined performance targets; 150,000 shares each upon achievement (specific metrics not disclosed) | Vests upon achievement of each target and continued employment at each such date . | Exceeded 2023 Plan per-participant limit; waiver and +900,000 share increase approved by stockholders June 10, 2025 . |
Plan design notes: The 2023 Plan requires minimum one-year vesting for most stock-based awards (subject to limited exceptions), and awards are not automatically accelerated on a change in control; the Board has discretion in corporate transactions . Unvested RSUs for executives will not automatically vest upon a change in control absent a more favorable Compensation Committee decision .
Equity Ownership & Alignment
| Category | Amount | Detail/Implication |
|---|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 0 shares; less than 1% | Listed at 0 shares; indicates no direct holdings as of record date . |
| Unvested awards | 100,000 time-based RSUs; 900,000 performance RSUs | 100k scheduled to vest on Feb 19, 2026; PSUs vest in six 150k share tranches on achievement . |
| Pledging/Hedging | None known | “To our knowledge, none of these shares have been pledged” (across listed insiders) . |
| Ownership guidelines | Not disclosed | No CEO multiple-of-salary guideline disclosed in proxy (no guideline section found). |
| Share overhang/dilution | Share reserve increased by 900,000; FMV ~$2.655M at $2.95 price on Apr 25, 2025 | Authorized shares under 2023 Plan raised to 1,700,000; Hedberg’s 900k PSUs required waiving individual cap for 2025 . |
Employment Terms
- Appointment and agreement: Appointed CEO and director effective Jan 6, 2025; employment agreement dated Jan 3, 2025 setting salary and bonus terms .
- Severance/Change-in-control economics: The proxy and 8-K summarize equity treatment but do not disclose CEO severance multiples; RSUs do not automatically vest on a change in control, and plan-level CIC provisions give Board discretion without automatic acceleration .
- Clawback: Awards subject to company clawback policy compliant with SEC Rule 10D-1; additional forfeiture/recoupment triggers (e.g., criminal acts against company, competitive activity, solicitation, disparagement, misuse of confidential info) within two years post-vesting/payment .
- Non-compete/Non-solicit: Not specifically disclosed in filings provided .
Board Governance (including Hedberg’s director role)
- Structure: Roles of CEO and Chairman are separated; Jefferson Gramm serves as non-executive Chairman (independent under Nasdaq per Board determination); Hedberg is the sole non-independent director .
- Board composition and attendance: In 2024, the Board held four regular and two special meetings; all directors serving in 2024 attended ≥75% of meetings; independent directors hold executive sessions at each regular meeting unless unnecessary .
- Committees and independence: All three committees are fully independent. Chairs/memberships: Audit (Chair: Diana Saadeh‑Jajeh; members: Vicki Cantrell, Sejal Patel); Compensation (Chair: John Sullivan; members: Jefferson Gramm, Diana Saadeh‑Jajeh); Nominating & Governance (Chair: Vicki Cantrell; members: John Sullivan, Jefferson Gramm) .
- Director compensation (non-employee): Annual cash retainer $16,000; committee chair retainer $3,000; Audit Committee member retainer $2,000; typical annual RSU grant ~$14,000 FMV vesting over 4 years (certain directors declined grants/fees) .
- Dual-role implications: Hedberg is CEO and a director, but not Chair; separation mitigates CEO/Chair concentration, with majority independent board and independent committees .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Hypothetical $100 TSR (year-end) | $84 | $84 | $94 |
| Company commentary on 2024 performance | — | — | Sales decreased ~$1.8M; net income decreased by ~$3M |
- Hedberg’s tenure began in January 2025; therefore, limited disclosed company performance under his leadership in the proxy. The company held its 2025 annual meeting June 10, 2025, passing Say-on-Pay and the 2023 Plan share increase (see Say-on-Pay section) .
Compensation Structure Analysis
- Shift to formulaic bonuses: Beginning in 2025, the CEO bonus moved from discretionary to pre-determined performance metrics, improving pay-for-performance alignment; no CEO bonus was paid for 2024 .
- Heavy performance equity: Initial 900,000 PSUs contingent on achieving six targets align significant upside with performance; however, specifics of the metrics were not disclosed in the proxy/8‑K .
- Vesting discipline: Plan provides for minimum one-year vesting for most awards, supporting retention and reducing rapid monetization risk .
- Change-in-control design: No single-trigger acceleration for RSUs; Board discretion under the plan in corporate transactions reduces windfalls but creates outcome variability .
Vesting Schedules and Insider Selling Pressure
| Award | Quantity | Vesting timing | Potential supply implications |
|---|---|---|---|
| Time-based RSUs | 100,000 | Cliff on Feb 19, 2026 (1-year) | Earliest meaningful selling pressure from this grant would be post-vesting in 2026, subject to trading windows and policy . |
| Performance RSUs | 900,000 | Six tranches of 150,000 upon achieving pre-determined targets; continued employment required | Potential episodic supply upon each certification; magnitude depends on target achievement and any sell-to-cover taxes; plan-level 1-year vesting norms and performance gating temper near-term overhang . |
Note: As of the April 14, 2025 record date, Hedberg reported 0 beneficially owned shares; filing notes indicate no pledging known among listed insiders; the company acknowledged clerical errors in certain 2024 Form 4 filings (pre-Hedberg) .
Equity Ownership & Alignment (Expanded)
| Item | Detail |
|---|---|
| Major holders context | Bandera Partners ~33.6%; JCP Investment ~10.1%; First Foundation ~9.7% as of Apr 14, 2025 . |
| CEO ownership vs guidelines | No CEO stock ownership guideline disclosed; CEO held 0 shares as of record date but was granted large RSU/PSU packages aligning future value to performance/tenure . |
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting results (June 10, 2025): Say‑on‑Pay passed with 4,887,870 For, 842,264 Against, 3,370 Abstain; 1,144,094 broker non‑votes .
- 2023 Plan amendment/share increase: Approved with 5,313,466 For, 416,681 Against, 3,357 Abstain; 1,144,094 broker non‑votes, enabling an additional 900,000 shares and a waiver of per‑participant limits for Hedberg’s 2025 awards .
- Prior support: At the 2024 meeting, ~98% voted in favor of executive compensation, per CD&A discussion .
Related Party Transactions and Risk Indicators
- Related party transactions: None reportable in the last two fiscal years per Item 404(a) .
- Section 16 compliance: Company disclosed clerical errors in 2024 Form 4 filings for directors/executive officer (pre-Hedberg tenure), a modest governance control blemish .
- Clawback and conduct forfeiture: Robust recoupment/forfeiture triggers under the 2023 Plan and compliance with SEC Rule 10D‑1 .
Compensation Committee Analysis
- Composition: John Sullivan (Chair), Jefferson Gramm, Diana Saadeh‑Jajeh; all independent under Nasdaq rules; committee met once in 2024 and recommended inclusion of CD&A .
- Consultant usage/peer group: Proxy references benchmarking vs peer compensation but does not disclose a formal peer group list or target percentile .
Board Service History and Committee Roles for Hedberg
- Director since 2025; employee director (non-independent), with no committee assignments as disclosed .
- Dual-role implications: Separation of CEO and Chair (Chair: Jefferson Gramm) with majority independent board and fully independent committees mitigates concentration of power and independence concerns typically associated with CEO/Chair duality .
Investment Implications
- Alignment: Hedberg’s package is heavily performance-skewed (900k PSUs), with no single-trigger CIC acceleration and a minimum one-year vesting norm—positive for alignment and retention .
- Supply/dilution: Shareholders approved a 900k share increase and a per-participant cap waiver to accommodate the CEO’s PSUs; while performance-gated, successful target achievement could create episodic selling pressure and dilution; the company estimated ~$2.655M market value for the added 900k shares at $2.95/share as of Apr 25, 2025 .
- Governance: Clear separation of roles, independent committees, and formal clawback framework are positives; the 2024 Section 16 clerical filing errors represent a minor governance risk to monitor .
- Execution risk: Limited public-company CEO track record disclosed for Hedberg; company performance in 2024 was weak under prior leadership (sales and net income down), putting focus on his ability to drive growth and meet undisclosed PSU targets set in 2025 .