Vicki Cantrell
About Vicki Cantrell
Vicki Cantrell, 67, has served as an independent director of Tandy Leather Factory since 2017. She is a retail operator with 20+ years’ experience, currently CEO of Vendors in Partnership LLC (since Jan 2020), and previously held senior roles including Retail Transformation Officer at Aptos (2017–2018), SVP at the National Retail Federation (2011–2016), COO at Tory Burch during a 300% growth period (2008–2011), and CIO at Giorgio Armani leading a multi‑phase CRM implementation (2003–2008), with expertise in customer strategy, organizational design, and cybersecurity . The Board has determined she is independent under Nasdaq rules, and she participated in a Board that met four regular and two special meetings in 2024, with all current directors meeting the 75% attendance threshold and attending the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vendors in Partnership LLC | Chief Executive Officer | Jan 2020–present | CEO of partner-focused retail industry platform |
| Aptos Inc. | Retail Transformation Officer | Sep 2017–Jun 2018 | Led retailer/vendor transformation strategies |
| National Retail Federation | Senior Vice President | Oct 2011–Oct 2016 | World’s largest retail association leadership |
| Tory Burch LLC | Chief Operating Officer | May 2008–Jun 2011 | COO during 300% growth period |
| Giorgio Armani | Chief Information Officer | Apr 2003–May 2008 | Led multi‑phase CRM implementation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No current public company directorships disclosed for Cantrell in TLF’s proxy . |
Board Governance
- Committee assignments (2025 proxy date): Audit Committee member; Chair of Nominating and Governance Committee .
- Independence: Board determined Cantrell (and other non‑employee directors) are independent under Nasdaq .
- Meeting attendance: All current directors met 75%+ attendance and attended 2024 Annual Meeting; non‑employee directors hold executive sessions at each regular meeting unless not needed .
- Board leadership: CEO and Chairman roles are separated; three Board committees are composed solely of independent directors .
- Risk oversight: Audit oversees internal controls, financial reporting and enterprise risk; Compensation oversees comp program risks; Nominating/Gov oversees governance, related party transactions, succession, ethics, and Board performance .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member (Cantrell) | 4 |
| Compensation | — | 1 |
| Nominating & Governance | Chair (Cantrell) | 1 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $16,000 | Standard non‑employee director retainer |
| Committee chair fee | $3,000 | Per committee (applies for Nominating/Gov Chair) |
| Audit Committee member fee | $2,000 | Additional retainer for AC members |
| Fees earned (Cantrell) | $21,000 | Sum aligns with retainer + chair + AC member |
| Aggregate director fee cap | $50,000 | Annual cap for non‑employee directors; $100,000 for non‑exec chair |
Director Compensation (2024):
| Name | Cash Fees ($) | Restricted Stock Awards ($) | Total ($) |
|---|---|---|---|
| Vicki Cantrell | $21,000 | $14,000 | $35,000 |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Vesting | Plan Terms / Limits |
|---|---|---|---|---|
| RSUs (annual grant) | June 2024 | ~$14,000 | Vests equally over 4 years; service‑based | Non‑employee director total comp capped at $50,000 per year ; dividends only paid upon vesting ; awards subject to clawback per Rule 10D‑1 |
Performance metrics tied to director compensation:
| Metric Type | Status | Notes |
|---|---|---|
| Financial/ESG performance metrics | None disclosed | Director RSUs are service‑based, four‑year ratable vesting; no performance metrics disclosed . |
Clawback provisions (Plan):
- Awards subject to clawback per Exchange Act Rule 10D‑1 and listing standards .
- Additional 2‑year post‑vesting misconduct forfeiture triggers: theft/fraud; competition; non‑solicit violations; disparagement; misuse/disclosure of confidential information; clawback can be deducted from future pay where permitted .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Cantrell |
| Potential interlocks on TLF Board | Large shareholders serve as directors (e.g., Chairman Jefferson Gramm of Bandera Partners ~33.6%; John “Rocky” Sullivan affiliated with JCP ~10%)—context for Board dynamics; not an interlock specific to Cantrell . |
| Related party transactions | None meeting Item 404 threshold in last two fiscal years; Nominating & Governance Committee reviews/approves any related party transactions . |
Expertise & Qualifications
- Retail operations and transformation, customer acquisition/service/loyalty, organizational design, and cybersecurity program development .
- Senior leadership across retailer, vendor/partner, and industry association contexts .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Vicki Cantrell | 14,891 [incl. 2,295 RSUs vesting within 60 days] | <1% | No shares pledged to company’s knowledge |
Governance Assessment
- Independence and roles: Cantrell is independent and chairs Nominating & Governance while serving on Audit—positioning her at the center of governance quality and financial oversight. Committee composition is fully independent; CEO/Chair separation supports board effectiveness .
- Engagement: Board and committees met through 2024 with all current directors meeting attendance thresholds and attending the Annual Meeting, and executive sessions held at regular meetings—positive engagement signals .
- Compensation alignment: Cash fees of $21,000 reflect base plus chair and audit roles; equity RSUs of ~$14,000 vest over 4 years—modest pay with long‑term alignment, under the $50,000 annual cap for directors .
- Ownership alignment: Cantrell holds 14,891 shares (<1%) with near‑term vesting of 2,295 RSUs; no pledging noted, supporting alignment and risk control .
- Clawback and governance controls: Director equity subject to clawback under Rule 10D‑1 and additional misconduct triggers; Nominating & Governance Committee reviews related party transactions—robust guardrails .
Red Flags and Watch Items:
- Section 16(a) compliance issue: Forms 4 for director RSUs granted/vested in 2024 were not properly filed due to company clerical errors—investor confidence risk; monitor improvements in insider reporting controls .
- Concentrated ownership: Significant stakes by Bandera Partners (~33.6%) and JCP (~10.1%) with board representation can influence governance dynamics; not a conflict for Cantrell, but relevant context for board independence and shareholder alignment .
Section 16(a) Reporting Compliance:
| Item | Disclosure |
|---|---|
| 2024 Form 4 filings | Not properly filed for director RSUs due to company clerical errors |