ROCKY BRANDS INC
For the period ended Jun 5, 2024. Filed Apr 29, 2024.
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Jun 5, 2024 · Filed Apr 29, 2024
Contents
Pay-Versus-Performance Table
| Average Summary · Average · Value of Initial Fixed $100 Investment Based on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (1) | Compensation Table Total for Non-CEO Named Executive Officers (1) (2) | Compensation Actually Paid to Non-CEO Named Executive Officers (1) | Total Shareholder Return | Standard & Poor’s Footwear Index Total Shareholder Return (3) | Net Income (in thousands) ($) | Adjusted Operating Income (in thousands) ($) (4) |
| 2023 | 670,346 | 779,014 | 397,295 | 339,460 | 111 | 112 | 10,426 | 35,275 |
| 2022 | 641,072 | 529,839 | 396,003 | 331,914 | 85 | 119 | 20,465 | 44,573 |
| 2021 | 621,224 | 761,835 | 399,379 | 547,530 | 140 | 167 | 20,559 | 48,186 |
| 2020 | 697,129 | 674,468 | 495,357 | 511,564 | 98 | 141 | 20,964 | 31,427 |
| (1) | The following table details the adjustment of the SCT total pay for our CEO, as well as the average for our other NEOs to determine CAP, as computed pursuant to 402(v) of Regulation S-K. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |
| CEO | Non-CEO NEO Average | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | |
| Summary Compensation Table Total | 670,346 | 641,072 | 621,224 | 697,129 | 397,295 | 396,003 | 399,379 | 495,357 |
| Less: Reported Fair Value of Equity Awards(a) | (99,983) | (87,965) | (64,676) | (52,975) | (82,485) | (100,461) | (64,932) | (52,975) |
| Add: Year-End Fair Value of All Outstanding and Unvested Awards Granted During the Current Year | 127,752 | 64,480 | 100,032 | 52,639 | 105,147 | 79,865 | 100,033 | 52,639 |
| Add: Year-Over-Year Difference of Year-End Fair Value of Outstanding and Unvested Awards Granted in Prior Years | 63,729 | (64,341) | 65,472 | (21,555) | (5,642) | (34,872) | 77,182 | 9,607 |
| Add: Difference in Fair Value Between Prior Year-End Fair Value and Vest Date Fair Value for Awards Granted in Prior Years that Vested During Current Year | 17,170 | (23,407) | 39,783 | (770) | 32,905 | (8,621) | 35,868 | 6,936 |
| Less: The Amount Equal to Fair Value at End of Prior Year of Any Awards that Fail to Meet Applicable Vesting Conditions During Current Year | - | - | - | - | (107,760) | - | - | - |
| Compensation Actually Paid | 779,014 | 529,839 | 761,835 | 674,468 | 339,460 | 331,914 | 547,530 | 511,564 |
| (a) | Amounts reflect the aggregate grant date fair values reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
| (2) | Non-CEO NEOs reflect the Summary Compensation Table total compensation and average Compensation Actually Paid to the following executives by year: |
2023: Thomas Robertson, Byron Wortham, Richard Simms and Sarah O’Connor.
2022: Thomas Robertson, Byron Wortham, Richard Simms and David Dixon.
2021: Thomas Robertson, Byron Wortham, Richard Simms and David Dixon.
2020: Thomas Robertson, Byron Wortham, Richard Simms and David Dixon.
| (3) | Peer group reflects the same Standard & Poor’s Footwear Index Total used for purposes of the performance graph included in the Company’s Annual Report on Form 10-K in accordance with Item 201(e)(1)(ii) of Regulation S-K. |
| (4) | As shown in the table below, Adjusted Operating Income is determined based on the Company’s actual operating income, less any expenses attributable to the IC Plan (including any expenses relating to the grants of long term equity incentives thereunder and to the grants of options to outside directors), the Company’s manager bonus plan, the Company’s island manufacturing management bonus plan and the Company’s hourly bonus plan, and exclusive of any gains or losses resulting from one-time, extraordinary events, such as charges for goodwill impairment, charges relating to mergers or acquisitions, gains or losses on the sale of assets other than in the ordinary course of business, changes in tariff rates, and charges resulting from changes in accounting policies, all as may be determined in good faith by the Compensation Committee in its discretion. |
| Year Ended December 31, (in thousands) | ||||
|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2020 | |
| Operating Income | 35,372 | 44,038 | 35,972 | 27,170 |
| Add: Expenses Attributable to IC Plan and Non-NEO Bonus | 1,244 | 1,230 | 2,769 | 3,552 |
| Add: Acquisition-Related Expenses | - | 397 | 9,445 | 705 |
| Less: Disposition of Assets Other than in the Ordinary Course of Business | (1,341) | (1,092) | - | - |
| Adjusted Operating Income | 35,275 | 44,573 | 48,186 | 31,427 |
Financial Performance Measures
As described in greater detail in our “Executive Compensation – Compensation Discussion & Analysis” on page 16, we have a significant focus on pay-for-performance. Adjusted operating income was the sole financial performance measure used to link CAP (as calculated in accordance with the SEC rules) to our NEOs in 2023 to our financial performance for the year.
Narrative Disclosures
The graphs below provide a description of CAP (as calculated in accordance with the SEC rules) and the following measures:
| ● | the Company’s cumulative TSR and Standard & Poor’s Footwear Index Total cumulative TSR (assuming a $100 investment made on December 31, 2019); |
| ● | the Company’s Net Income; and |
| ● | the Company-Selected Measure, which is Adjusted Operating Income. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.