Tina Chang
About Tina Chang
Independent director of Weyco Group, Inc. since 2007; age 53 per the Board’s skills/diversity matrix. She serves as Chair of the Nominating & Corporate Governance Committee and sits on the Audit and Compensation Committees. Career: Chairman and CEO of SysLogic, Inc. (information systems consulting) since 1996; technology/cybersecurity and process development background. Education not disclosed in the company’s proxy materials reviewed. Independence affirmed by the Board under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Private Bank — Wisconsin | Director and Advisor | 2004–2013 | Advisory contributions (banking) |
| Delta Dental of Wisconsin | Director | 2022–2024 | Governance/oversight at insurer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SysLogic, Inc. | Chairman of the Board & CEO | 1996–Present | Leadership in IT systems, cybersecurity, process development |
| Central States Manufacturing, Inc. | Director | 2019–Present | Board service (manufacturing) |
| Strattec Security Corp. | Director | Feb 2022–Present | Public company board; automotive access control products |
Interlock note: Weyco’s Chairman & CEO, Thomas W. Florsheim, Jr., also serves as a Director of Strattec Security Corp. (since 2012), creating a shared external directorship with Ms. Chang; no business relationship between Strattec and Weyco is disclosed.
Board Governance
| Attribute | Detail |
|---|---|
| Board Independence Status | Board determined Ms. Chang is independent (Nasdaq); as of Apr 4, 2025, Board was 50% independent due to a resignation; Nasdaq cure period in effect while searching for a new director. |
| Committee Assignments | Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation (all committees composed solely of independent directors). |
| Committee Meetings (2024) | Nominating: 4; Compensation: 4; Audit: 4. |
| Board Meetings (2024) | 4 meetings; all directors attended ≥75% of Board and committee meetings; all attended 2024 Annual Meeting. |
| Board Leadership | Combined Chair/CEO; no independent lead director; independent directors meet periodically in executive session. |
| Risk Oversight | Audit Committee oversees financial reporting/internal controls; Board oversees cybersecurity/data security risk; Ms. Chang’s tech/cyber expertise aligns with these responsibilities. |
Fixed Compensation
| Component (Director, 2024) | Amount/Terms |
|---|---|
| Cash Retainer | $36,000 cash (quarterly retainer of $9,000). |
| Equity Grant | 1,550 restricted shares on Aug 26, 2024; grant-date fair value $53,708 ($34.65/share); vests ratably over 5 years. |
| Options | No options granted in 2024; company states intention to no longer grant options to non-employee directors. |
| Total (Tina Chang) | $89,708 (Cash $36,000; Stock $53,708). |
Performance Compensation
| Performance-Linked Elements in Director Pay | Status |
|---|---|
| Performance-based cash or equity for directors | None disclosed; 2024 director equity is time-based restricted stock; no meeting fees. |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| Strattec Security Corp. | Public | Director (since Feb 2022) | Shared with Weyco CEO/Chair (T.W. Florsheim, Jr., director since 2012); no related-party transaction disclosed with Strattec. |
| Central States Manufacturing, Inc. | Private (not specified as public) | Director (since 2019) | None disclosed. |
Expertise & Qualifications
- Technology/cybersecurity expertise; executive leadership; finance/accounting; public company board service; independence (per skills matrix).
- Board cites her technology/cybersecurity and IT process development background; strong community/charitable involvement.
Equity Ownership
| Ownership Detail (Record date Mar 14, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership | 31,446 shares; less than 1% of outstanding shares. |
| Options Exercisable within 60 days | 15,300 shares (included above). |
| Unvested Restricted Stock (voting rights) | 3,050 shares. |
| Options Outstanding (Dec 31, 2024) | 22,300 options outstanding. |
| Shares Pledged as Collateral | Not disclosed. (No pledge disclosure in proxy.) |
| Hedging Policy | No formal anti-hedging policy; hedging is strongly discouraged; company states no known hedging transactions by insiders. |
Governance Assessment
-
Positives
- Independent director with relevant technology/cybersecurity expertise aligned to audit and risk oversight needs; active committee workload (chairs Nominating & Corporate Governance; serves on Audit and Compensation).
- Strong engagement: Board/committees each met 4x in 2024; ≥75% attendance by all directors.
- Move away from options for directors (shift to time-based RS) reduces risk of option-related misalignment and simplifies director pay.
- Audit oversight through remediation of a 2023 IT general controls material weakness by June 30, 2024, followed by auditor transition to Deloitte for 2025 — signals control maturation under Audit Committee oversight.
-
Watch items / RED FLAGS
- Board currently lacks a majority of independent directors due to a February 2025 resignation; Nasdaq cure period in place — execution on adding an independent will be a governance milestone.
- No formal anti-hedging policy (hedging discouraged but not prohibited) — considered less shareholder-friendly; company reports no insider hedging to date.
- Combined Chair/CEO and no lead independent director — partially mitigated by independent committee chairs.
-
Conflicts/Related-Party
- No related-party transactions involving Ms. Chang disclosed; company policies require Board-approved waivers for conflicts.
- Shared outside board (Strattec) with Weyco CEO/Chair noted; no business dealings disclosed between Strattec and Weyco.
-
Alignment
- Meaningful but sub-1% ownership and continuing time-based equity grants support alignment; unvested RS and existing options create multi-year exposure.
Note: Director stock ownership guidelines (requirement/shortfall) are not disclosed in the proxy materials reviewed.