Thomas W. Florsheim
About Thomas W. Florsheim
Thomas W. Florsheim (age 94) is Chairman Emeritus of Weyco Group and a non‑independent director who has served on the Board since 1964. He previously served as Chairman (1968–2002), CEO (1964–1999), and President (1964–1968), and was an executive at Florsheim Shoe Company prior to joining Weyco, bringing six decades of footwear industry operating and strategic experience to the Board . In 2024, he attended at least 75% of Board/committee meetings and attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weyco Group, Inc. | Chairman Emeritus | 2002–present | Institutional knowledge; family steward |
| Weyco Group, Inc. | Chairman of the Board | 1968–2002 | Led Board during multi‑decade expansion |
| Weyco Group, Inc. | Chief Executive Officer | 1964–1999 | Long‑tenured CEO leadership |
| Weyco Group, Inc. | President | 1964–1968 | Executive leadership during formative period |
| Florsheim Shoe Company | Executive | Pre‑1964 | Footwear industry operating experience |
External Roles
No current public company directorships disclosed in the latest proxy; biography notes prior executive role at Florsheim Shoe Company .
Board Governance
- Independence: Not independent (Board has determined only Tina Chang, Cory L. Nettles, and Frederick P. Stratton, Jr. were independent in 2024; former director Robert Feitler was independent while serving) .
- Committee assignments: None disclosed for Thomas W. Florsheim; all standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors and chaired by independent directors (Audit: Stratton; Compensation: Nettles; Nominating: Chang) .
- Attendance: All directors attended at least 75% of aggregate Board and committee meetings in 2024; all attended the May 7, 2024 Annual Meeting .
- Family relationships/interlocks: He is the father of Chairman & CEO Thomas W. Florsheim, Jr. and President/COO John W. Florsheim; Board leadership structure combines CEO and Chair (no lead independent director) .
- Nasdaq independence compliance: Following the February 28, 2025 resignation of independent director Robert Feitler, Weyco reported falling to 50% independent directors and entered a cure period under Nasdaq Listing Rule 5605(b)(1)(A) while seeking an additional independent director .
RED FLAGS: Non‑independent status; combined Chair/CEO without a lead independent director; family control; temporary non‑compliance with Nasdaq majority‑independence requirement (under cure period) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $36,000 | $9,000 per quarter for non‑employee directors |
| Consulting fees | $14,400 | Under a longstanding consulting agreement dated Dec. 28, 2000 for advisory services on product acquisition/sale |
The consulting arrangement is a related‑party payment and independence concern (see Related‑Party/Conflicts below) .
Performance Compensation (Director Equity)
| Grant/Instrument | Grant date | Quantity | Grant‑date fair value | Vesting / Terms |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Aug 26, 2024 | 1,550 shares | $53,708 | Time‑based vesting, ratable over 5 years; company intends to stop granting options to non‑employee directors |
| Stock Options (outstanding at 12/31/24) | — | 23,000 options | — | Legacy awards outstanding; no options granted in 2024 |
- Performance metrics: Director equity is time‑based (no performance metrics disclosed for non‑employee director grants) .
Other Directorships & Interlocks
- None disclosed for public companies in the latest proxy .
- Family interlocks: Father to two executive directors (Chairman/CEO and President/COO) .
Expertise & Qualifications
- Deep footwear industry expertise spanning manufacturing, branding, retail and distribution; multiple decades as CEO/Chairman provide strategic, operational, and governance continuity to a family‑controlled issuer .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership – shares | 649,851 | 6.7% of outstanding shares |
| Options exercisable within 60 days | 16,000 | Included in beneficial ownership calculation |
| Unvested restricted stock (with voting rights) | 3,050 | Included in table footnotes |
| Shared voting/dispositive power | 630,801 | Portion of holdings with shared power |
Alignment: Significant insider ownership aligns interests with long‑term equity value; however, majority insider/family control reduces minority investor influence .
Governance Assessment
- Support in most recent director election: 6,975,811 For; 889,236 Withheld; 785,276 broker non‑votes (lower support relative to some peers on the slate, a potential signal of investor concern about independence/entrenchment) .
- Related‑party/conflict indicators:
- Consulting Agreement: Paid $14,400 in 2024 under a director consulting arrangement; raises independence/oversight concerns for a non‑employee director .
- Family control: Father of CEO and President; the Florsheim family and insiders collectively own more than 50% of stock, contributing to limited float and low trading volume (liquidity/entrenchment risk) .
- Committee roles: None; all key committees are independent‑only, which mitigates some conflicts by excluding him from compensation/audit governance .
- Policies: No formal anti‑hedging policy (hedging discouraged but not prohibited), which is below best practice for alignment and risk controls .
RED FLAGS
- Non‑independent status with related‑party consulting payments .
- Family ties to top management and combined CEO/Chair without lead independent director .
- Temporary non‑compliance with Nasdaq majority‑independent board requirement following an independent director resignation (under cure period) .
- No formal anti‑hedging policy .
Appendices
Board & Committee Context (for governance benchmarking)
- Committees and chairs: Audit (Chair: Frederick P. Stratton, Jr.), Compensation (Chair: Cory L. Nettles), Nominating & Corporate Governance (Chair: Tina Chang) — all members independent .
- Board meetings/attendance: Four Board meetings in 2024; all directors met ≥75% attendance; all attended Annual Meeting (May 7, 2024) .
- Shareholder say‑on‑pay (2025): Passed with 7,616,249 For; 194,697 Against; 54,101 Abstentions; 785,276 broker non‑votes (note: outcomes can be influenced by insider control) .