DEF 14A of Rocky Brands, Inc.
Filed Apr 28, 2026 · FY20250001437749-26-013668
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS The Company’s Code of Regulations provides for a classified board of directors with two classes. The total number of authorized directors has been fixed by the Board of Directors at nine. Each class of directors consists, as nearly as practical, of one-half of the total number of directors with four directors in Class I and five directors in Class II. The Board of Directors proposes the re-election of the five incumbent Class II Directors to continue their service as Class II Directors at the 2026 Annual Meeting of Shareholders. The four incumbent Class I Directors will continue in office until the 2027 Annual Meeting of Shareholders. Michael L. Finn, G. Courtney Haning, William L. Jordan, Curtis A. Loveland, and Robert B. Moore, Jr. are currently Class II Directors of the Company and are being nominated by the Board of Directors for re-election for two-year terms as Class II Directors. It is intended that, unless otherwise directed, the shares represented by the enclosed proxy will be voted FOR the election of Michael L. Finn, G. Courtney Haning, William L. Jordan, Curtis A. Loveland, and Robert B. Moore, Jr. for two-year terms as Class II Directors. Proxies cannot be voted for a greater number of persons than the number of nominees named. In the event that any of the nominees for director should become unavailable, the number of directors of the Company may be decreased pursuant to the Company’s Code of Regulations, or the Board of Directors may designate a substitute nominee, in which event the shares represented by the enclosed proxy will be voted for such substitute nominee. It is the policy of the Board of Directors that any nominee who receives a greater number of votes marked “Withhold” than “For” in an election that is not contested is expected to tender his or her resignation as a director to the Board of Directors promptly following certification of the election results. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation. The Board of Directors will then act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation and factors the Board of Directors deems relevant, and will disclose its decision regarding the resignation within 90 days after certification of the election results. If the resignation is not accepted, such director will continue to serve until the next annual meeting of shareholders at which such director faces re-election and until such director’s successor is duly elected and qualified. The Board of Directors recommends that the shareholders vote FOR the election of each of the nominees for Director. The following table sets forth for each nominee and each continuing director of the Company their name, age, the year in which they became a director of the Company, their term expiration, class of Director, the Board committees on which they serve and their position with the Company.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The Board of Directors of the Company held a total of five meetings during 2025. During 2025, each of the directors attended 75% or more of the total number of (i) meetings of the Board and (ii) meetings of committees of the Board on which such director served during the period that each served. Upon consideration of the criteria and requirements regarding director independence set forth in the Marketplace Rules of the NASDAQ Stock Market, the Board of Directors has determined that a majority of its members are independent. Specifically, the Board has determined that each of Messrs. Finn, Haning, Jordan, Loveland, Moore, and Smith, and Mses. Hahn and Winbigler meets the standards of independence established by Marketplace Rule 5605(a)(2). The Company has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. In March 2026, the Board determined that Mr. Haning, the Company’s Lead Independent Director, would no longer serve on any standing committee; however, he would be invited as a non-voting member to each standing committee meeting based on his status as Lead Independent Director. The members of the Audit Committee are Mses. Winbigler (Chairwoman) and Hahn and Messrs. Smith and Jordan. Mr. Haning served as a member of the Audit Committee during 2025 and until March 2026. The Board of Directors has determined that each of Mses. Winbigler and Hahn and Messrs. Smith, Haning, and Jordan is independent as independence is defined in Marketplace Rule 5605(a)(2) and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, and that the Audit Committee meets the composition requirements of Marketplace Rule 5605(c)(2). The Board of Directors has determined that Ms. Winbigler meets the requirements of an “audit committee financial expert” as set forth in Section 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”). The Audit Committee met eight times during 2025. The Audit Committee oversees and monitors management’s and the independent registered public accounting firm’s participation in the accounting and financial reporting processes and the audits of the financial statements of the Company. The Audit Committee has the responsibility to appoint, compensate, retain, and oversee the work of the independent registered public accounting firm and to consult with the independent registered public accounting firm on matters relating to the scope of the audit, any non-audit assignments and related fees, the accounting principles used by the Company in financial reporting, internal financial auditing procedures, and the adequacy of the Company’s internal control procedures. The Audit Committee also reviews related party transactions. The Audit Committee is governed by a Fourth Amended and Restated Audit Committee Charter, which is posted on the Company’s website at www.rockybrands.com. The Audit Committee Report relating to the 2025 fiscal year appears on page 35. The members of the Compensation Committee are Messrs. Jordan (Chairman), Finn, Moore, and Smith. Ms. Hahn served on the Compensation Committee during 2025 and until March 2026. The Board of Directors has determined that each of Messrs. Jordan, Finn, Moore, and Smith, and Ms. Hahn is independent as independence is defined in Marketplace Rule 5605(a)(2). The Compensation Committee is governed by a Second Amended and Restated Compensation Committee Charter, which is posted on the Company’s website at www.rockybrands.com. The Compensation Committee met seven times during 2025. This Committee administers the 2024 Omnibus Incentive Plan, the Amended and Restated 2014 Omnibus Incentive Plan, and the Company’s non-equity incentive compensation plan, and approves compensation for the Company’s executive officers. The Compensation Committee report relating to the 2025 fiscal year appears on page 33. For more information on the Compensation Committee, please refer to “Executive Compensation – Compensation Discussion and Analysis – The Compensation Committee,” beginning on page 15. The members of the Nominating and Corporate Governance Committee are Messrs. Moore (Chairman) and Finn and Mses. Hahn and Winbigler. Mr. Haning served as a member of the Audit Committee during 2025 and until March 2026. The Board of Directors has determined that each of Messrs. Moore, Finn, and Haning, and Mses. Hahn and Winbigler is independent as independence is defined in Marketplace Rule 5605(a)(2). The Third Amended and Restated Nominating and Corporate Governance Committee Charter is posted on the Company’s website at www.rockybrands.com. The Nominating and Corporate Governance Committee met six times during 2025. The Nominating and Corporate Governance Committee oversees the director nomination process. The Nominating and Corporate Governance Committee has the responsibility to identify and recommend individuals qualified to become directors. When considering potential candidates, the Nominating and Corporate Governance Committee reviews the candidate’s character, judgment and skills, including financial literacy and experience in the context of the needs of the Board of Directors. Neither the Nominating and Corporate Governance Committee nor the Board of Directors has a formal policy with regard to the consideration of diversity in identifying director nominees; however, how a specific nominee contributes to the diversity of the Board of Directors is considered by both the Nominating and Corporate Governance Committee and the Board of Directors in determining candidates for the Board. The Committee and the Board consider diversity by identifying a nominee’s experience and background and determining how such experience and background will complement the overall makeup of the Board. The Committee and the Board prefer nominees who will contribute to a board that is diverse in terms of business training, experience across a range of industries, leadership, background, and education. The Company generally does not pay any third parties to identify or evaluate, or assist in identifying or evaluating, potential nominees. The Nominating and Corporate Governance Committee considers the recommendations of shareholders regarding potential director candidates. In order for shareholder recommendations regarding possible director candidates to be considered by the Nominating and Corporate Governance Committee:
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | Such recommendations must be provided to the Nominating and Corporate Governance Committee c/o Rocky Brands, Inc., 39 East Canal Street, Nelsonville, Ohio 45764, in writing at least 120 days prior to the date of the next scheduled annual meeting; |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | The nominating shareholder must meet the eligibility requirements to submit a valid shareholder proposal under Rule 14a-8 of the Securities and exchange Act of 1934, as amended; and |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | The nominating shareholder must describe the qualifications, attributes, skills, or other qualities of the recommended director candidate. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Nominating and Corporate Governance Committee also has the responsibility to develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company and to administer and oversee the Company’s Code of Business Conduct and Ethics. Mr. Brooks, the Company’s President and Chief Executive Officer (“CEO”), currently serves as the Company’s Chairman of the Board. The Board believes that it is in the best interests of the Company and its shareholders for the Board to determine which director is best qualified to serve as Chairman, including whether the position of Chairman and the office of CEO should be held by the same person and whether the Chairman should be independent. Under the Company’s Corporate Governance Guidelines, if the Chairman is not an independent director or is also the CEO of the Company, a majority of the independent directors of the Board will consider whether it is appropriate to appoint a Lead Independent Director. In May 2021, Mr. Haning was appointed Lead Independent Director. Under the Company’s Corporate Governance Guidelines, the Lead Independent Director shall:
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | Preside at all meetings of the Independent Directors and any Board meeting when the Chairman is not present, including executive sessions of the Independent Directors; |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | Provide feedback from the executive sessions of the Independent Directors to the Chairman and the CEO; |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | Call meetings of the Independent Directors at such time and place as the Lead Independent Director determines necessary and appropriate and set the agenda for such meetings; |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | Following consultation with the Chairman and the CEO, approve the Board’s meeting agendas, schedules, and information flow to the directors to assure they provide sufficient focus, time, and background for discussion of all agenda items; |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | Serve as primary liaison between the Independent Directors and the Chairman and the CEO; |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | Be available for consultation and direct communication with major shareholders where appropriate, upon request; and |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| ● | Perform such other functions as the Board may request. |
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Each incumbent director’s knowledge of the Company and industry as a result of the director’s years of service on the Board, and the fact that each of the directors other than Mr. Brooks is independent, allows the Independent Directors to provide appropriate independent oversight of management and to hold management accountable for the execution of strategy. The Board has determined that its leadership structure, including each of the committees of the Board, is appropriate because it allows for beneficial communication between the outside directors and the management of the Company and effective management of the oversight tasks required of the Board. Our CEO is responsible for providing day-to-day leadership and establishing the Company’s course of action for achieving performance goals, while the Independent Directors provide strategic guidance. The Board of Directors believes that this structure helps facilitate the role of the Independent Directors in the oversight of the Company and the active participation of the Independent Directors in setting agendas and establishing priorities and procedures that work for the Board of Directors. The Chairman acts as a key liaison between the Board of Directors and the other members of management. Our CEO and senior management are responsible for the day-to-day management of the risks we face. Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management, including general oversight of (i) the financial exposure of the Company, (ii) risk exposure as related to the overall Company portfolio and impact on earnings, (iii) oversight of information technology security and cybersecurity risk, and (iv) all systems, processes, and organizational structures and people responsible for finance and risk functions. Certain risks are overseen by committees of the Board of Directors, and these committees make reports to the full Board of Directors, including reports on noteworthy risk management issues. Financial risks are overseen by the Audit Committee, which meets with management to review the Company’s major financial risk exposure and the steps management has taken to monitor and control such exposures. Compensation risks are overseen by the Compensation Committee. We believe that our board leadership structure promotes effective oversight of the Company’s risk management by providing unified leadership through a single person, while allowing for contributions from our independent Board members, all of whom are fully engaged in Board deliberations and decisions. We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers, and all employees. The Code of Business Conduct and Ethics is posted on our website at www.rockybrands.com. The Code of Business Conduct and Ethics may be obtained free of charge by writing to Rocky Brands, Inc., Attn: Chief Financial Officer, 39 East Canal Street, Nelsonville, Ohio 45764. Members of the Company’s senior management report to the full Board of Directors about their areas of responsibility, including reports regarding risk within such areas of responsibility and the steps management has taken to monitor and control such exposures. Additional review or reporting of risks is conducted as needed or as requested by the Board of Directors or its committees. The Company’s Board of Directors welcomes communications from shareholders. Shareholders may send communications to the Board of Directors, or to any director in particular, c/o Rocky Brands, Inc., 39 East Canal Street, Nelsonville, Ohio 45764. Any correspondence addressed to the Board of Directors, or to any one of the Company’s directors in care of our offices is forwarded to the addressee without review by management. It is the Company’s expectation that all members of the Board of Directors attend the Annual Meeting of Shareholders. All of the members of the Company’s Board of Directors were present at the Company’s 2025 Annual Meeting of Shareholders. Stock Ownership Guidelines Our Board, acting through our Compensation Committee, established stock ownership guidelines for non-employee directors and executive officers in March 2026. We believe that long-term equity ownership by our non-employee directors and executive officers supports alignment with our shareholders and promotes long-term corporate performance. Our Compensation Committee has adopted these guidelines to encourage meaningful and sustained ownership of the Company’s equity. The stock ownership guidelines require that all non-employee directors own share units (as defined below) of the Company’s common stock with a value equal to five times the annual base cash retainer (exclusive of supplemental cash fees for committee chair roles or lead independent director status), or $260,000, based on the annual base cash retainer for non-employee directors of $52,000 for 2026. Non-employee directors will have five years from the later of adoption of the guidelines or the day in which an individual becomes subject to the guidelines to attain the appliable ownership level. Under the stock ownership guidelines, our Chief Executive Officer is required to hold share units with a value equal to two times his annual base salary rate, or $1,150,000, in 2026. The guideline is automatically revised in the event our Chief Executive Officer’s annual base salary rate changes. In addition, our Chief Operating Officer and Chief Financial Officer is required to hold share units with a value equal to two times his annual base salary rate, or $918,000, in 2026. Other executive officers are required to hold share units equal to one times base salary. Our Chief Executive Officer and our Chief Operating Officer and Chief Financial Officer will have three years from the adoption of the guidelines to attain the appliable ownership level. Until such time as a non-employee director or executive officer covered by the guidelines has attained the applicable share ownership guideline, they are expected to retain at least 50% of the share units awarded to him or her by the Company, with certain allowances to sell in order to meet tax obligations. The guidelines define a “share unit” as each share of Rocky Brands common stock beneficially owned, held through Company-sponsored retirement, benefit or compensation plans, or shares held in trust for the benefit of the covered individual or his or her immediate family members residing in the same household, but excludes shares of vested or unvested stock options, unvested restricted stock and unvested restricted stock units.
Compensation Discussion and Analysis
| ● | Review and make recommendations to the Board regarding any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the chief executive officer and other executive officers; |
Compensation Discussion and Analysis
| ● | To provide short-term and long-term incentives for superior future performance; |
Compensation Discussion and Analysis
| ● | Non-equity incentive compensation; |
Compensation Discussion and Analysis
| ● | Equity compensation; |
Compensation Discussion and Analysis
| (2) Non-Equity Incentive Compensation: |
Compensation Discussion and Analysis
| | Payout as a Percentage of Base Salary | | | | Name | Threshold | Target | Maximum | | Jason Brooks | 12% | 60% | 120% | | Thomas D. Robertson | 11% | 55% | 110% | | Byron Wortham | 9% | 45% | 90% |
Compensation Discussion and Analysis
No IC payments were to be made if we did not meet our threshold performance target. No IC payments were to be made if the executive was terminated for cause by the Company prior to the date of payment. When the performance results fall somewhere between the threshold and target amounts or between the target and maximum amounts, the payout is prorated accordingly. The Committee believes that the fiscal 2025 goals represented an appropriate and substantial degree of difficulty for achieving a payout. At year end, the Committee reviewed the Company’s operating income and determined the extent to which objectives were met. Subject to the foregoing, the actual 2025 IC payouts were based on achievement at the Company level of 30.5% between the target and maximum level.
Compensation Discussion and Analysis
| (3) Equity Compensation: |
Compensation Discussion and Analysis
In 2025, equity compensation was granted to our NEOs under our 2024 Omnibus Incentive Plan. The Committee determines the award opportunity level for each NEO based on the individual’s responsibility level and potential with our Company, competitive practices, the number of shares available for grant, business needs, individual and Company performance, and the market price of our common stock. Beginning in 2023, the Committee moved from awarding stock options to restricted stock units and the Company awarded restricted stock units to NEOs in the amounts set forth in the Summary Compensation Table found on page 21. The Committee believes that restricted stock units are easier for employees to understand and value, and are a better form of equity to attract and retain talent.
Compensation Discussion and Analysis
| (d) Employment Agreements: |
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information regarding compensation of each named executive officer (each, an “NEO”) of the Company for fiscal 2025, 2024, and 2023. For a discussion of the various elements of compensation provided in the table below, please refer to the discussion of our various compensation elements in our Compensation Discussion & Analysis under the heading “Compensation Program Elements” beginning on page 17.
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (2) | Total ($) | | Jason Brooks | 2025 | 556,200 | - | 224,986 | | 435,525 | - | 35,518 | 1,252,229 | | Chairman, President and | 2024 | 540,000 | - | 99,986 | - | 128,501 | - | 30,813 | 799,300 | | Chief Executive Officer | 2023 | 540,000 | - | 99,983 | - | - | - | 30,363 | 670,346 | | Thomas D. Robertson (3) | 2025 | 440,000 | - | 204,990 | - | 315,825 | - | 29,742 | 990,558 | | Chief Operating Officer, Chief | 2024 | 412,000 | - | 89,997 | - | 89,871 | - | 26,063 | 617,931 | | Financial Officer and Treasurer | 2023 | 400,000 | - | 89,992 | - | - | - | 26,163 | 516,155 | | Byron Wortham (4) | 2025 | 283,000 | - | 94,982 | - | 166,199 | - | 24,324 | 568,505 | | SVP of Georgia Boot & | 2024 | 276,000 | - | 79,977 | - | 49,259 | - | 20,373 | 425,609 | | Durango Brands | 2023 | 272,000 | - | 79,977 | - | - | - | 20,093 | 372,070 |
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025
| (1) Represents the grant date fair value of awards of restricted stock units or stock options determined for accounting purposes in accordance with FASB ASC Topic 718. The assumptions made in the valuation are discussed in Note 12 “Share-Based Compensation” to the Notes to the Consolidated Financial Statements for the year ended December 31, 2025, which are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025
| (2) The amounts shown under “All Other Compensation” reflect employer contributions to the Deferred Compensation Plan, 401(k) retirement plan, and employer paid premiums for life insurance. In 2025, for Messrs. Brooks, Robertson, and Wortham, $20,600, $15,951, and $10,018, respectively, was paid in employer contributions to the Deferred Compensation Plan. In 2025, $918 was paid for group term life insurance premiums for each of Messrs. Brooks, Robertson, and Wortham. In 2025, $14,000, $12,874, and $13,388 was paid in employer contributions to the 401(k) plan for each of Messrs. Brooks, Robertson, and Wortham, respectively. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025
| (3) In addition to his continuing role as Chief Operating Officer, Mr. Robertson was re-appointed as Chief Financial Officer and Treasurer in September 2023 following the resignation of the prior Chief Financial Officer. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025
| (4) Mr. Wortham was appointed as Senior Vice President of Georgia Boot and Durango Brands, effective February 2023. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table shows all plan-based awards granted to our named executive officers during fiscal 2025. For more information on the grants represented in the table below, please refer to the discussions in our Compensation Discussion and Analysis under the headings “Non-Equity Incentive Compensation” and “Equity Compensation” beginning on page 18.
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025
| | | | | | | | | | | | Grant | | | | Estimated Potential Payouts | | | | | | All Other | All Other | | Date | | | | Under Non-Equity | | | Estimated Future Payouts Under Equity | | | Stock | Option | | Fair | | | | Incentive Plan Awards | | | Incentive Plan Awards | | | Awards: | Awards: | Exercise | Value of | | | | | | | | | | Number of | Number of | or Base | Stock | | | | | | | | | | Shares of | Securities | Price of | and | | | | | | | | | | Stock or | Underlying | Option | Option | | Name | Grant Date(1) | Threshold ($) (2) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards ($/Sh) | Awards ($) (3) | | Jason | 01/01/2025 | | | | - | - | - | 4,824 | - | - | 109,987 | | Brooks | 03/17/2025 | | | | - | - | - | 6,233 | - | - | 114,999 | | | n/a | 66,744 | 333,720 | 667,440 | | | | | | | | | Thomas D. | 01/01/2025 | | | | - | - | - | 3,947 | - | - | 89,992 | | Robertson | 03/17/2025 | | | | - | - | - | 6,233 | - | - | 114,999 | | | n/a | 48,400 | 242,000 | 484,000 | | | | | | | | | Byron | 01/01/2025 | | | | - | - | - | 3,508 | - | - | 79,982 | | Wortham | 03/17/2025 | | | | - | - | - | 813 | - | - | 15,000 | | | n/a | 25,470 | 127,350 | 254,700 | | | | | | | |
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025
| (1) The Compensation Committee took action to grant the above restricted stock unit awards on December 12, 2024 and January 21, 2025, respectively. |
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025
| (2) If the threshold is not met, there is no award. |
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025
| (3) The amounts in this column are the grant date fair values, for accounting purposes, of the awards of restricted stock units determined in accordance with FASB ASC Topic 718. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning unexercised options, shares that have not vested, and equity incentive plan awards outstanding as of the end of the last completed fiscal year:
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| | | Option Awards (1) | | | | Stock Awards (2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of unearned shares or units or other rights that have not vested (#) | Equity Incentive Plan Awards; Market or Payout Value of unearned shares, units or other rights that have not vested ($) | | | 01/03/2017 | 3,000 | - | 11.55 | 01/03/2027 | - | - | - | - | | | 06/01/2017 | 10,000 | - | 14.45 | 06/01/2027 | - | - | - | - | | Jason | 01/02/2018 | 5,000 | - | 18.90 | 01/02/2028 | - | - | - | - | | Brooks | 01/02/2019 | 5,000 | - | 26.00 | 01/02/2029 | - | - | - | - | | | 01/02/2020 | 5,000 | - | 29.43 | 01/02/2030 | - | - | - | - | | | 01/04/2021 | 4,800 | 1,200 | 28.07 | 01/04/2031 | - | - | - | - | | | 01/03/2022 | 3,000 | 2,000 | 39.80 | 01/03/2032 | - | - | - | - | | | 01/01/2023 | - | - | - | - | 4,233 | 124,154 | - | - | | | 01/01/2024 | - | - | - | - | 3,313 | 97,170 | - | - | | | 01/01/2025 | - | - | - | - | 4,824 | 141,488 | - | - | | | 03/17/2025 | - | - | - | - | 6,233 | 182,814 | - | - | | | 01/02/2018 | 5,000 | - | 18.90 | 01/02/2028 | - | - | - | - | | Thomas D. | 01/02/2019 | 5,000 | - | 26.00 | 01/02/2029 | - | - | - | - | | Robertson | 01/02/2020 | 5,000 | - | 29.43 | 01/02/2030 | - | - | - | - | | | 01/04/2021 | 4,800 | 1,200 | 28.07 | 01/04/2031 | - | - | - | - | | | 01/03/2022 | 3,000 | 2,000 | 39.80 | 01/03/2032 | - | - | - | - | | | 01/01/2023 | - | - | - | - | 3,810 | 111,747 | - | - | | | 01/01/2024 | - | - | - | - | 2,982 | 87,462 | - | - | | | 01/01/2025 | - | - | - | - | 3,947 | 115,766 | - | - | | | 03/17/2025 | - | - | - | - | 6,233 | 182,814 | - | - | | | 01/02/2019 | 4,000 | - | 26.00 | 01/02/2029 | - | - | - | - | | Byron | 01/02/2020 | 5,000 | - | 29.43 | 01/02/2030 | - | - | - | - | | Wortham | 01/04/2021 | 4,800 | 1,200 | 28.07 | 01/04/2031 | - | - | - | - | | | 01/03/2022 | 3,000 | 2,000 | 39.80 | 01/03/2032 | - | - | - | - | | | 01/01/2023 | - | - | - | - | 3,386 | 99,311 | - | - | | | 01/01/2024 | - | - | - | - | 2,650 | 77,725 | - | - | | | 01/01/2025 | - | - | - | - | 3,508 | 102,890 | - | - | | | 03/17/2025 | - | - | - | - | 813 | 23,845 | - | - |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (1) Options become exercisable in five equal annual installments beginning on the first anniversary date of grant. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (2) Reflects restricted stock units, which cliff vest after the end of a three-year period. Market value is determined by multiplying the closing price at year end by the number of restricted stock units awarded. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information concerning each exercise of stock options, SARs, and similar instruments and each vesting of stock, including restricted stock, restricted stock units, and similar instruments during the last completed fiscal year for each of the named executive officers on an aggregated basis:
2025 OPTION EXERCISES AND STOCK VESTED TABLE
2025 OPTION EXERCISES AND STOCK VESTED TABLE
2025 OPTION EXERCISES AND STOCK VESTED TABLE
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jason Brooks | 1,200 | 20,340 | – | – | | Thomas D. Robertson | – | – | 652 | 19,606 | | Byron Wortham | 2,400 | 27,876 | – | – |
2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (1) The value realized on exercise was determined by multiplying the number of shares acquired on exercise by the difference between the market value of a share of common stock on the exercise date and the exercise price of the option award. |
2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (2) The value realized upon vesting of restricted stock units was determined by multiplying the number of shares by the market value on the vesting date. |
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive contributions in last fiscal Year ($) (1) | Registrant contributions in last fiscal year ($) (2) | Aggregate earnings in last fiscal year ($) (3) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last fiscal year end ($) (4) | | Jason Brooks | - | 20,600 | 13,942 | - | 369,970 | | Thomas D. Robertson | - | 15,951 | 11,037 | - | 136,993 | | Byron Wortham | - | 10,018 | 7,112 | - | 85,850 |
NONQUALIFIED DEFERRED COMPENSATION
| (1) The amounts shown in this column, if any, are included in the “Salary” column in the Summary Compensation Table for Messrs. Brooks, Robertson, and Wortham. |
NONQUALIFIED DEFERRED COMPENSATION
| (2) The amounts shown in this column are included in the “All Other Compensation” column in the Summary Compensation Table for Messrs. Brooks, Robertson, and Wortham. |
NONQUALIFIED DEFERRED COMPENSATION
| (3) Aggregate earnings in the last fiscal year are not reflected in the Summary Compensation Table because the earnings were neither preferential nor above-market. |
NONQUALIFIED DEFERRED COMPENSATION
| (4) Includes the following amounts previously reported in the Summary Compensation Table for prior years for Messrs. Brooks, Robertson, and Wortham: $293,070, $100,288, and $64,422, respectively. |
Pay Ratio Disclosure
Pay Ratio Disclosure As a smaller reporting company, the Company is exempt from the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K. We have nevertheless chosen to provide the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Jason Brooks, the Company’s CEO during fiscal year 2025. We determined that, as of December 31, 2025, our employee population consisted of 2,188 individuals globally (518 in the U.S. and 1,670 outside of the U.S.). After excluding employees from Canada (1 employee), and United Kingdom (5 employees) pursuant to the “de minimis” exception provided for in the rules, we used a base of 2,182 employees for purposes of determining the “median employee.” We selected December 31, 2025 as the date upon which we would identify the median employee in order to align with year-end. For 2025, our last completed fiscal year, the annual total compensation of the employee of the Company identified at median was $13,145 and the annual total compensation of the CEO, as reported in the Summary Compensation Table, was $1,252,229. As a result, we estimate that Mr. Brooks’ 2025 annual total compensation was approximately 95 times that of our median employee, who is a production employee in Puerto Rico. We calculated annual total compensation for the median employee using the same methodology we use for our named executive officers as set forth in the 2025 Summary Compensation Table in this proxy statement.
PAY-VERSUS-PERFORMANCE TABLE
| (2) Non-CEO NEOs reflect the Summary Compensation Table total compensation and average Compensation Actually Paid to the following executives by year: |
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
Agreements with NEOs and Potential Payments Upon Termination or Change in Control On January 1, 2019, we entered into employment agreements with each of Messrs. Brooks, Robertson, and Wortham (the “Employment Agreements”). Messrs. Brooks, Robertson, and Wortham are each referred to below as an “Executive.” In exchange for performing the duties and responsibilities customarily performed by persons employed in a similar executive capacity, each Executive is entitled to an annual base salary, which may be decreased up to 20%, or increased, subject to the approval of the Board of Directors. Each Executive is also entitled to participate in additional compensation and employee benefit plans. Under the Employment Agreements, the Executives agree to maintain the confidential information of the Company and to assign all inventions to the Company, and the Executives will not compete with the Company for six months following termination of employment for any reason or solicit the employees of the Company for 12 months following termination of employment for any reason. In the event of termination of an Executive by the Company for cause, or due to the Executive’s death or disability (as defined in each employment agreement), or by the Executive for any reason, pursuant to the Employment Agreements, the Company will pay the Executive only the earned but unpaid portion of his base salary through the termination date. The Executive must provide the Company 30 days’ written notice prior to termination of employment by the Executive. Cause is defined in each Employment Agreement to include:
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
| ● | Commission of an act of dishonesty involving the Company, its business or property, including, but not limited to, misappropriation of funds or any property of the Company; |
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
| ● | Engagement in activities or conduct clearly injurious to the best interests or reputation of the Company; |
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
| ● | Willful and continued failure to substantially perform duties (other than as a result of physical or mental illness or injury), after the Board of Directors delivers a written demand for substantial performance that specifically identifies the manner in which the Board believes the Executive has substantially not performed his duties; |
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
| ● | Illegal conduct or gross misconduct that is willful and results in material and demonstrable damage to the business or reputation of the Company; |
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
| ● | The clear violation of any of the material terms and conditions of the employment agreement or any other written agreement or agreements the Executive has with the Company (following 30 days’ written notice from the Company specifying the violation and the Executive’s failure to cure such violation within such 30-day period); |
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
| ● | The clear violation of the Company’s code of business conduct or the clear violation of any other rules of behavior as may be provided in any employee handbook which would be grounds for dismissal of any employee of the Company; or |
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
| ● | Commission of a crime which is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with employment by the Company. |
Agreements with NEOs and Potential Payments Upon Termination or Change in Control
Under the Employment Agreements, in the event an Executive is terminated by the Company without cause, the Company will pay the Executive the earned but unpaid portion of his base salary through the termination date and will continue to pay his base salary for an additional six months; provided, however, any such payments will immediately end if the Executive is in violation of his obligations under the Employment Agreement or if the Company learns of any facts that would have been grounds for termination for cause. Additionally, the Company will pay the Executive any earned bonus for a completed bonus period and if the Executive was employed for at least half of the days in an applicable bonus period, a pro-rated bonus, if any, for such bonus that would have been payable had the Executive remained employed throughout the bonus period, based on the actual financial performance of the Company. The Company must provide the Executive 14 days’ written notice in the event of a termination without cause, and 30 days’ written notice in the event of a termination for disability. In the event of termination of an Executive following a change in control (as defined in each Employment Agreement), the Company will (i) pay the Executive the earned but unpaid portion of his base salary through the termination date and any bonus earned for a bonus period completed prior to the termination date, (ii) continue to pay the Executive his base salary for an additional six months, and (iii) pay the Executive a pro-rated bonus for a bonus based on the financial performance of the Company if the Executive was employed for at least half of the days in an applicable bonus period. Additionally, any outstanding stock options or restricted stock awards issued to the Executive will immediately vest 100%. Further, the Company will maintain COBRA coverage for at least six months after the termination date, provided however, that the Company’s obligation to provide this coverage will cease if the Executive becomes employed or self-employed. Notwithstanding the foregoing, any such payments in (i) – (iii) will immediately end if the Executive is in violation of his obligations under the Employment Agreement or if the Company learns of any facts that would have been grounds for termination for cause. Potential payments upon termination or Change in Control under the Employment Agreements with our NEOs are shown in the tables below. We have used estimates where it is not possible to give a precise dollar amount for the potential payments. The estimates below assume that the triggering event took place on December 31, 2025, the last day of the Company’s prior fiscal year. In the tables below, we have assumed that all accrued base salary has been paid as of the termination date.
POTENTIAL PAYMENTS TO MR. BROOKS UNDER EMPLOYMENT AGREEMENT
POTENTIAL PAYMENTS TO MR. BROOKS UNDER EMPLOYMENT AGREEMENT
POTENTIAL PAYMENTS TO MR. BROOKS UNDER EMPLOYMENT AGREEMENT
| Executive Benefits and Payments Upon Termination | Termination by Company with Cause or by Executive for any Reason ($) | Termination by Company without Cause ($) | Termination upon Death or Disability ($) | Termination by Company without Cause or by Executive with Good Reason Following Change in Control ($) | | Compensation: | | | | | | Base Salary | - | 278,100(1) | - | 278,100(1) | | IC Plan (accrued but unpaid) | - | - | - | - | | Accelerated Vesting of Restricted Stock Units | - | - | - | 545,626 | | Accelerated Vesting of Stock Options | - | - | - | 1,512 | | Deferred Compensation Plan (2) | 251,184 | 251,184 | 369,970 | 369,970 | | Change in Control Payment | - | - | - | - | | Benefits: | | | | | | Health | - | - | - | 14,775 | | Life | - | - | - | 276 | | Disability | - | - | - | 1,490 | | Total Value | 251,184 | 529,284 | 369,970 | 1,211,749 |
POTENTIAL PAYMENTS TO MR. BROOKS UNDER EMPLOYMENT AGREEMENT
| (1) Payable over a period of six months following the termination date. |
POTENTIAL PAYMENTS TO MR. BROOKS UNDER EMPLOYMENT AGREEMENT
| (2) See footnote 4 to the Nonqualified Deferred Compensation table on page 24. |
POTENTIAL PAYMENTS TO MR. ROBERTSON UNDER EMPLOYMENT AGREEMENT
POTENTIAL PAYMENTS TO MR. ROBERTSON UNDER EMPLOYMENT AGREEMENT
POTENTIAL PAYMENTS TO MR. ROBERTSON UNDER EMPLOYMENT AGREEMENT
| Executive Benefits and Payments Upon Termination | Termination by Company with Cause or by Executive for any Reason ($) | Termination by Company without Cause ($) | Termination upon Death or Disability ($) | Termination by Company without Cause or by Executive with Good Reason Following Change in Control ($) | | Compensation: | | | | | | Base Salary | - | 220,000(1) | - | 220,000(1) | | IC Plan (accrued but unpaid) | - | - | - | - | | Accelerated Vesting of Restricted Stock Units | - | - | - | 497,789 | | Accelerated Vesting of Stock Options | - | - | - | 1,512 | | Deferred Compensation Plan (2) | 41,884 | 41,884 | 136,993 | 136,993 | | Change in Control Payment | - | - | - | - | | Benefits: | | | | | | Health | - | - | - | - | | Life | - | - | - | 120 | | Disability | - | - | - | 1,490 | | Total Value | 41,884 | 261,884 | 136,993 | 857,903 |
POTENTIAL PAYMENTS TO MR. ROBERTSON UNDER EMPLOYMENT AGREEMENT
| (1) Payable over a period of six months following the termination date. |
POTENTIAL PAYMENTS TO MR. ROBERTSON UNDER EMPLOYMENT AGREEMENT
| (2) See footnote 4 to the Nonqualified Deferred Compensation table on page 24. |
POTENTIAL PAYMENTS TO MR. WORTHAM UNDER EMPLOYMENT AGREEMENT
POTENTIAL PAYMENTS TO MR. WORTHAM UNDER EMPLOYMENT AGREEMENT
POTENTIAL PAYMENTS TO MR. WORTHAM UNDER EMPLOYMENT AGREEMENT
| Executive Benefits and Payments Upon Termination | Termination by Company with Cause or by Executive for any Reason ($) | Termination by Company without Cause ($) | Termination upon Death or Disability ($) | Termination by Company without Cause or by Executive with Good Reason Following Change in Control ($) | | Compensation: | | | | | | Base Salary | - | 141,500(1) | - | 141,500(1) | | IC Plan (accrued but unpaid) | - | - | - | - | | Accelerated Vesting of Restricted Stock Units | - | - | - | 303,771 | | Accelerated Vesting of Stock Options | - | - | - | 1,512 | | Deferred Compensation Plan (2) | 27,326 | 27,326 | 85,850 | 85,850 | | Change in Control Payment | - | - | - | - | | Benefits: | | | | | | Health | - | - | - | 6,315 | | Life | - | - | - | 516 | | Disability | - | - | - | 1,490 | | Total Value | 27,326 | 168,826 | 85,850 | 540,954 |
POTENTIAL PAYMENTS TO MR. WORTHAM UNDER EMPLOYMENT AGREEMENT
| (1) Payable over a period of six months following the termination date. |
POTENTIAL PAYMENTS TO MR. WORTHAM UNDER EMPLOYMENT AGREEMENT
| (2) See footnote 4 to the Nonqualified Deferred Compensation table on page 24. |
Compensation of Directors for Fiscal Year 2025
Compensation of Directors for Fiscal Year 2025 During 2025, the Company compensated each non-employee director as follows:
Compensation of Directors for Fiscal Year 2025
| ● | An annual retainer of $125,000 for service on the Board of Directors, payable by the issuance of shares valued at $18,750 on the first day of each quarter (valued at the last closing price prior to such date, rounding down to the nearest whole share), which shares are fully vested at issuance, and the balance of $50,000 payable in cash quarterly; |
Compensation of Directors for Fiscal Year 2025
| ● | An annual retainer of $12,000 for service as Chairman of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, payable in cash quarterly; |
Compensation of Directors for Fiscal Year 2025
| ● | An annual retainer of $15,000 for service as the Lead Independent Director; and |
Compensation of Directors for Fiscal Year 2025
| ● | Reimbursement of reasonable out-of-pocket expenses incurred in connection with Board or committee meetings. |
Compensation of Directors for Fiscal Year 2025
The table below shows the compensation earned by the Company’s directors during fiscal year 2025:
Compensation of Directors for Fiscal Year 2025
| Name | Fees earned or paid in cash ($) | Stock Awards ($) (1) | Options Awards ($) | Total ($) | | Jason Brooks (2) | - | - | - | - | | Michael L. Finn | 50,000 | 74,950 | - | 124,950 | | Robyn R. Hahn | 50,000 | 74,950 | - | 124,950 | | G. Courtney Haning | 65,000 | 74,950 | - | 139,950 | | William L. Jordan | 62,000 | 74,950 | - | 136,950 | | Curtis A. Loveland | 50,000 | 74,950 | - | 124,950 | | Robert B. Moore, Jr. | 62,000 | 74,950 | - | 136,950 | | Dwight Smith | 50,000 | 74,950 | - | 124,950 | | Tracie A. Winbigler | 62,000 | 74,950 | - | 136,950 |
Compensation of Directors for Fiscal Year 2025
| (1) Represents the grant date fair value of awards of stock options determined for accounting purposes in accordance with FASB ASC Topic 718. The assumptions made in the valuation are discussed in Note 12 “Share-Based Compensation” to the Notes to the Consolidated Financial Statements for the year ended December 31, 2025, which are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Compensation of Directors for Fiscal Year 2025
| (2) Mr. Brooks did not receive any additional compensation for his service as a director, and his compensation for his service as an executive officer of the Company is listed in our Summary Compensation table on page 21. |