Byron Wortham
About Byron Wortham
Byron Wortham is Senior Vice President of Georgia Boot and Durango Brands at Rocky Brands, Inc. (RCKY) and has served in this role since February 2023; he has been with the company since 2003 in progressively senior commercial roles (age 57 in 2024) . RCKY’s pay-for-performance framework ties executive incentives primarily to adjusted operating income; company operating income and adjusted operating income over 2020–2024 were $27.2m, $36.0m, $44.0m, $35.4m, and $31.1m, and $31.7m, $49.5m, $46.5m, $36.9m, and $40.7m, respectively, reflecting a focus on profitability improvements and normalization after prior-year strength . Wortham’s compensation includes base salary, annual non-equity incentives keyed to adjusted operating income, and long-term equity (shifted from options to RSUs beginning in 2023) aligning him to long-term shareholder value creation; hedging and pledging of company stock are prohibited .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rocky Brands, Inc. | SVP, Georgia Boot & Durango Brands | Feb 2023–present | Senior leadership over brand strategy and performance for Georgia Boot and Durango |
| Rocky Brands, Inc. | President, Core Brands (Sales, Marketing & P.D.) | Jun 2017–Feb 2023 | Led core brand commercial functions across sales, marketing, product development |
| Rocky Brands, Inc. | VP & Brand GM, Durango | Dec 2015–Jun 2017 | General management of Durango brand |
| Rocky Brands, Inc. | VP, Sales – Western Division | Aug 2011–Dec 2015 | Regional sales leadership for Western Division |
| Rocky Brands, Inc. | Manager/Region Sales/Key Account roles | Mar 2005–Aug 2011 | Progressively senior commercial roles |
| Rocky Brands, Inc. | Sales Representative | Jan 2003–Mar 2005 | Entry into company; field sales |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 247,269 | 272,000 | 276,000 |
| Bonus | – | – | – |
| Stock Awards (RSUs, fair value) | – | 79,977 | 79,977 |
| Option Awards (fair value) | 87,965 | – | – |
| Non-Equity Incentive Compensation | – | – | 49,259 |
| All Other Compensation | 19,697 | 20,093 | 20,373 |
| Total | 354,931 | 372,070 | 425,609 |
Notes:
- “All Other Compensation” in 2024 includes employer contributions to Deferred Compensation Plan ($8,325), group life insurance premiums ($918), and 401(k) contributions ($11,130) .
- Company provides $150,000 group term life insurance death benefit for NEOs .
Performance Compensation
| Element | Metric | Threshold / Target / Max | Actual Performance | Actual Payout | Vesting |
|---|---|---|---|---|---|
| Annual IC (2024) | Adjusted Operating Income (Company-level) | 9% / 45% / 90% of base salary (Wortham) | Company achieved 24.6% between threshold and target | $49,259 | Cash; paid based on year-end determination |
| Annual IC (2023) | Adjusted Operating Income (Company-level) | 9% / 45% / 90% of base salary (Wortham) | Threshold not achieved | $0 | Cash; no payment |
Equity Incentives (Grants and Vesting)
| Grant Year | Award Type | Grant Date | Units / Options | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| 2024 | RSU | Committee action Dec 7, 2023; recorded as 01/01/2024 | 2,650 | 79,977 | RSUs cliff vest after 3-year period |
| 2023 | RSU | 01/01/2023 | 3,386 | 79,977 | RSUs cliff vest after 3-year period |
| 2022 | Stock Options | Multiple prior grants outstanding | See Outstanding Awards table | See Outstanding Awards table | Options vest in 5 equal annual installments |
- Company shifted from options to RSUs beginning in 2023 to improve retention and simplicity; RSUs now granted under the 2024 Omnibus Incentive Plan approved June 2024 .
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Common Stock owned | 4,200 shares |
| Stock Options (exercisable within 60 days) | 19,200 |
| Total Beneficial Ownership | 23,400 |
| Percent of Class | <1% |
- Insider trading policy prohibits short-selling, hedging (e.g., collars), trading in company-based derivatives, and pledging company securities as collateral; 10b5-1 plans are permitted for diversification .
- Section 16 compliance: one late report covering one transaction filed for Wortham due to administrative oversight in 2024 .
Outstanding Equity Awards at FY 2024 Year-End (Byron Wortham)
| Award Type | Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | RSUs Not Vested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Options | 01/03/2017 | 400 | – | 11.55 | 01/03/2027 | – | – |
| Stock Options | 01/02/2018 | 2,000 | – | 18.90 | 01/02/2028 | – | – |
| Stock Options | 01/02/2019 | 4,000 | – | 26.00 | 01/02/2029 | – | – |
| Stock Options | 01/02/2020 | 4,000 | 1,000 | 29.43 | 01/02/2030 | – | – |
| Stock Options | 01/04/2021 | 3,600 | 2,400 | 28.07 | 01/04/2031 | – | – |
| Stock Options | 01/03/2022 | 2,000 | 3,000 | 39.80 | 01/03/2032 | – | – |
| RSUs | 01/01/2023 | – | – | – | – | 3,386 | 77,201 |
| RSUs | 01/01/2024 | – | – | – | – | 2,650 | 60,420 |
- 2024 vesting/exercise activity: No option exercises or RSU vesting for Wortham during 2024 .
Nonqualified Deferred Compensation (Wortham)
| Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|
| – | 8,325 | 5,691 | 64,422 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Dated January 1, 2019 (incorporated by reference in 10-K) |
| Non-Compete | Six months post-termination (any reason) |
| Non-Solicit | 12 months post-termination |
| Termination – With Cause / Resignation | Pay earned but unpaid base salary only; 30 days’ notice required from executive |
| Termination – Without Cause | Earned but unpaid salary; six months of base salary; pro-rated bonus if employed ≥ half of bonus period; 14 days’ notice (disability termination: 30 days) |
| Change in Control | Earned but unpaid salary; six months base salary; pro-rated bonus; immediate 100% vesting of outstanding stock options and restricted stock; COBRA coverage for ≥ six months; payments end if violating obligations or grounds for cause |
Potential Payments to Mr. Wortham (as of 12/31/2024)
| Scenario | Base Salary ($) | Accelerated RSU Vesting ($) | Accelerated Options ($) | Deferred Comp ($) | Health ($) | Life ($) | Disability ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Termination by Company with Cause or by Executive for any reason | – | – | – | 14,314 | – | – | – | 14,314 |
| Termination by Company without Cause | 138,000 (paid over 6 months) | – | – | 14,314 | – | – | – | 152,314 |
| Termination upon Death or Disability | – | – | – | 64,422 | – | – | – | 64,422 |
| Termination without Cause or Executive with Good Reason following Change in Control | 138,000 (paid over 6 months) | 137,621 | – | 64,422 | 7,818 | 918 | 1,490 | 350,269 |
Clawback, Hedging, and Pledging Policies
- Nasdaq-compliant clawback policy adopted in 2015 and amended/restated in Oct 2023; provides for recoupment of incentive compensation in event of accounting restatement due to material noncompliance and potential recoupment for misconduct by executive officers .
- Hedging and pledging of company securities are prohibited; short-selling and trading in company-based derivative securities are prohibited; 10b5-1 plans allowed for pre-arranged trades .
Investment Implications
- Pay-for-performance alignment: Wortham’s annual IC is driven solely by adjusted operating income; payout variability is evidenced by zero in 2023 vs. $49k in 2024 when performance recovered to 24.6% between threshold and target, indicating sensitivity to profit execution .
- Retention risk moderate: RSUs cliff vest after three years (2023 and 2024 grants), creating future vesting events in 2026–2027 that can anchor retention; no 2024 vesting or option exercises point to limited near-term selling pressure .
- Equity alignment: Beneficial ownership is <1% of shares outstanding with 4,200 common shares and 19,200 near-term exercisable options; hedging and pledging are prohibited, supporting alignment but overall ownership stake is small relative to float .
- Change-in-control/severance economics: Without cause termination yields six months salary and potential pro-rated bonus; CIC triggers 100% vesting of equity and six months salary/benefits—economics are modest compared to larger-cap peers, limiting windfall risk while ensuring continuity .
- Governance signals: Strong say-on-pay support (96% in 2024) and a modern clawback policy reduce governance red flags; one late Section 16 filing appears administrative in nature .