Frederick P. Stratton, Jr.
About Frederick P. Stratton, Jr.
Independent director at Weyco Group, Inc. since 1976; age 86 as of April 2025. He is Chairman of the Audit Committee, and a member of the Compensation and Nominating & Corporate Governance Committees. Former Chairman/CEO of Briggs & Stratton, bringing deep finance, operations, and public company board experience; the Board has designated him as an “audit committee financial expert.” Independence is affirmed under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Briggs & Stratton Corporation | Chief Executive Officer | 1977–2001 | Led a large multinational manufacturer; experience in finance, M&A, sales/marketing, labor relations, international operations |
| Briggs & Stratton Corporation | Chairman of the Board | 1986–2002 | Oversight across finance and strategic matters |
| Briggs & Stratton Corporation | Chairman Emeritus | 2003–2020 | Ongoing advisory credibility; continuity in governance |
| Baird Funds, Inc. | Director | 2004–2024 | Board service; financial oversight background (committees not disclosed) |
| Midwest Air Group, Inc. | Director | Not disclosed | Former public company directorship |
| Wisconsin Energy Corp. (and subsidiaries: Wisconsin Electric Power Co., Wisconsin Gas LLC) | Director | Not disclosed | Former public company directorship |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Baird Funds, Inc. | Director | Former (ended 2024) | Financial services board experience; overlapped with fellow Weyco director Cory Nettles (interlock) |
| Midwest Air Group, Inc. | Director | Former | Aviation sector exposure |
| Wisconsin Energy Corp. and subsidiaries | Director | Former | Utilities sector experience |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member). Audit Committee members are independent; the Board designated Stratton as an “audit committee financial expert.”
- Independence: Affirmatively independent under Nasdaq standards; committees comprised solely of independent directors.
- Attendance and engagement: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings and attended the May 7, 2024 Annual Meeting.
- Board leadership: Combined Chair/CEO; no Lead Independent Director; independent directors meet periodically in executive session.
- Independence deficiency: Following the February 28, 2025 resignation of independent director Robert Feitler, the Board fell to 50% independent and disclosed a Nasdaq “cure period” to regain majority independence. The Nominating & Corporate Governance Committee is seeking a new director post-2025 annual meeting.
- Committee activity (2024): Audit – 4 meetings; Compensation – 4; Nominating & Corporate Governance – 4.
- Audit oversight context: The Audit Committee dismissed Baker Tilly after 2024 audit and engaged Deloitte for 2025; an ITGC material weakness reported for 2023 was remediated by June 30, 2024.
Fixed Compensation
Director compensation (non-employee) — cash retainer and equity grants:
| Metric | 2023 | 2024 |
|---|---|---|
| Quarterly cash retainer ($) | $9,000 per quarter ($36,000/year) | $9,000 per quarter ($36,000/year) |
| Restricted stock shares granted | 1,000 shares (grant 8/25/2023; vests ratably over 4 years) | 1,550 shares (grant 8/26/2024; vests ratably over 5 years) |
| Restricted stock grant date fair value ($) | $25,790 ($25.79/share) | $53,708 ($34.65/share) |
| Option awards granted | 3,500 options; grant-date FV $23,205 ($6.63/option); 5-year ratable vest; 10-year term | None (company intends to stop granting options to non-employee directors) |
| Total reported director comp ($) | $84,995 | $89,708 |
Performance Compensation
- Structure: Director equity grants have been time-based restricted stock; no director performance shares disclosed. Company intends to cease options for non-employee directors.
- Plan metrics (available under the 2024 Incentive Plan for performance shares/cash awards): net income, EPS, ROE, ROA, operating income, EBITDA/EBDITA, stock price, TSR, economic value added, operating cash flow (measured absolute or growth). These apply broadly; no director-specific performance awards disclosed.
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Restricted stock vesting | 4-year ratable starting 1st anniversary | 5-year ratable starting 1st anniversary |
| Options vesting/term | 5-year ratable; 10-year expiration | No option grant |
| Performance conditions | None disclosed for director awards (time-based vesting) | None disclosed for director awards (time-based vesting) |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Note |
|---|---|---|
| Baird Funds, Inc. | Former Director (2004–2024) | Interlock with Weyco director Cory L. Nettles (Baird Funds director since 2008); potential information flow but no related-party transaction disclosed. |
Expertise & Qualifications
- Audit committee financial expert; finance/accounting and operations expertise per Board skills matrix.
- Extensive executive leadership, strategy, international business; prior experience as securities/investment analyst.
- Public company board service; independence affirmed.
Equity Ownership
| Metric | As of 2023/Record Mar 15, 2024 | As of 2024/Record Mar 14, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 167,950 | 166,217 |
| Percent of class | 1.8% | 1.7% |
| Options exercisable within 60 days | 12,500 | 9,000 |
| Unvested restricted shares (with voting rights) | 2,500 | 3,050 |
| Shared voting/dispositive power | 50,300 | 50,300 |
| Outstanding director stock awards (Dec 31) | 2,500 stock awards; 23,000 options | 3,050 stock awards; 16,000 options |
- Anti-hedging/pledging: Company has no formal anti-hedging policy but strongly discourages hedging; no known hedging transactions. Pledging not disclosed.
Insider Trades & Compliance
| Item | Detail |
|---|---|
| Late Section 16(a) filings | One late Form 4; reported four transactions late (administrative delays) |
| Insider Trading Policy | Quarterly blackout periods; prohibits trading on material nonpublic information; no formal anti-hedging policy (strongly discouraged) |
Governance Assessment
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Strengths
- Long-tenured director with deep manufacturing, finance, and audit oversight experience; designated audit committee financial expert.
- Active chair of Audit Committee; committees comprised of independent directors; robust committee activity (four meetings each in 2024).
- Transparent auditor transition and remediation of prior ITGC material weakness; signals proactive oversight.
-
Concerns/RED FLAGS
- Board independence shortfall post-Feitler resignation (50% independent; cure period to regain compliance); absence of a Lead Independent Director concentrates power with combined Chair/CEO.
- Late Section 16 Form 4 filings (four transactions late); isolated but a compliance blemish.
- No formal anti-hedging policy; while discouraged, formal prohibition is preferred by governance-focused investors.
-
Compensation/Alignment
- Director pay mix balanced: cash retainer ($36k) plus time-based restricted stock; cessation of options for non-employee directors reduces risk-taking incentives; equity grants create alignment but lack performance linkage.
- Material ownership (≈1.7–1.8% of shares) supports “skin-in-the-game,” although shared voting/dispositive power exists on a subset of holdings.
-
Related-party transactions
- No director-related transactions disclosed for Stratton; company-level related-party items exist (family relationships and Canada JV) but not involving Stratton.
Implications: Overall board oversight benefits from Stratton’s audit expertise and tenure, but investors should monitor restoration of majority independence, adoption of stronger anti-hedging controls, and timely Section 16 compliance to bolster confidence in governance rigor.