John Sullivan
About John Sullivan
John R. “Rocky” Sullivan (age 39) joined Tandy Leather Factory’s Board in 2025 as an independent director; he is an Investment Advisor Representative and Investment Analyst with JCP Investment Management and owner of Sullivan Companies, with a BBA in marketing from Texas A&M University and completion of the Texas Christian University Ranch Management Program . The Board determined Sullivan is independent under Nasdaq listing requirements; current non‑employee directors hold executive sessions at each regular meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JCP Investment Management (SEC-registered RIA) | Investment Advisor Representative and Investment Analyst | Jan 2022 – Present | Focus on investment due diligence and public equity analysis; JCP is a ~10.1% beneficial owner of TLF |
| Sullivan Companies & affiliates | Owner | May 2018 – Present | Investment management, real estate development, production agriculture |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Sullivan in the proxy biography |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Independence: Board determined Sullivan and other non‑employee directors are independent under Nasdaq rules; executive sessions held at each regular meeting .
- Attendance: In 2024, all directors who served attended at least 75% of Board and applicable committee meetings; 4 regular and 2 special Board meetings were held .
- Committee activity in 2024: Audit (4 meetings), Compensation (1), Nominating & Governance (1) .
- Leadership structure: CEO and Chairman roles are separated; Jefferson Gramm serves as Chairman; Board currently consists of five independent and one non‑independent member; all three committees are comprised solely of independent directors .
Fixed Compensation
| Component | Policy Detail | Sullivan Status |
|---|---|---|
| Annual cash retainer | $16,000 per non‑employee director | Declined by Sullivan |
| Committee chair retainer | $3,000 per committee chair (Audit, Compensation, Nominating/Gov) | Compensation Committee Chair (policy applicable; acceptance not specifically disclosed) |
| Audit Committee member retainer | $2,000 (including Chair) | Not applicable (not an Audit member) |
| Meeting fees | Not disclosed | Not disclosed |
Note: The proxy states Sullivan declined the annual cash retainer; it does not explicitly state whether he declined any chair retainer .
Performance Compensation
| Instrument | Grant Practices | Vesting | Sullivan-Specific Disclosure |
|---|---|---|---|
| Director RSUs | Annual RSUs with grant date fair value ≈ $14,000 in accordance with the 2023 Restricted Stock Plan | Vest equally over 4 years, conditioned on continued Board service | June 2024 RSUs were awarded to non‑employee directors other than Gramm and former director Eric Speron; Sullivan was not on the Board in 2024 and no 2024 grant is disclosed for him |
| Performance metrics for director awards | None disclosed (director RSUs are time‑based) | — | — |
| Plan performance metrics (broader plan, typically for executives) | Plan allows metrics including sales, EBITDA, EPS, TSR, ROE/ROA, margins, cash flow, etc. for performance awards; metrics may be absolute/relative and adjusted for special items | Per award terms | Applies to executive/employee performance awards; not used for director time‑based RSUs |
Other Directorships & Interlocks
| Relationship | Detail | Governance Consideration |
|---|---|---|
| JCP Investment Partnership, LP | ~859,197 shares, ~10.1% beneficial owner of TLF | Sullivan’s employment at JCP creates a shareholder‑affiliation interlock; related‑party transactions are reviewed/approved by the Nominating & Governance Committee; no related transactions above thresholds disclosed in the last two fiscal years |
| Bandera Partners LLC / Jefferson Gramm | ~2,857,936 shares, ~33.6% beneficial owner; Gramm is Chairman | Significant shareholder representation on the Board may influence compensation and governance; Board affirms independence of non‑employee directors |
Expertise & Qualifications
- Investment analysis and due diligence experience (JCP Investment Management) .
- Ownership/operator background across investment management, real estate development, and production agriculture (Sullivan Companies) .
- Education: BBA in marketing (Texas A&M University); TCU Ranch Management Program graduate .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John Sullivan | 0 | <1% (0%) | To the company’s knowledge, none of these shares have been pledged; percent calculations based on 8,499,536 shares outstanding as of Apr 14, 2025 |
Governance Assessment
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Strengths:
- Independent director per Nasdaq; committees comprised entirely of independent directors; executive sessions at regular meetings enhance independent oversight .
- As Compensation Committee Chair, Sullivan is positioned to drive pay‑for‑performance alignment; 2024 Say‑on‑Pay approval was ~98%, indicating broad investor support for the program structure overseen by the committee and Board .
- Declined the annual cash retainer, signaling cost sensitivity and potential alignment with shareholder interests .
-
Risks / RED FLAGS:
- Shareholder‑affiliation interlock: Sullivan is employed by JCP, a ~10.1% holder; combined with Bandera’s ~33.6% stake and Gramm as Chairman, concentrated shareholder influence is elevated; while independence is affirmed, investors should monitor Compensation Committee decisions for potential conflicts or over‑representation of major holders’ priorities .
- Skin‑in‑the‑game: Sullivan holds 0 shares personally; absent disclosed equity grants for 2024, direct ownership alignment is currently minimal, though director RSU policy exists and applies prospectively .
- Section 16 compliance: Company disclosed clerical errors in filing Forms 4 for RSUs granted/vested to directors and an executive officer in 2024, indicating process control weakness in insider reporting (though 10% holders complied); monitor remediation .
- Committee engagement: Compensation Committee met once in 2024; with Sullivan as Chair in 2025, increased cadence may be advisable given 2025 CEO compensation actions and broader plan proposals .
-
Related‑party transactions oversight:
- No related‑party transactions above thresholds in last two fiscal years; Nominating & Governance Committee reviews related‑person matters and excludes interested directors from approvals; annual review by Audit Committee .