Courtney Haning
About G. Courtney Haning
Independent director at Rocky Brands (RCKY) since 2004; age 76; Lead Independent Director since May 2021. Former bank CEO and chairman with deep finance, corporate credit, and community relations experience; determined independent under Nasdaq rules. Tenure spans over two decades, contributing seasoned oversight and leadership to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples National Bank (New Lexington, OH) | Chairman & CEO; President | Chairman & CEO: Jan 1991–Apr 2015; President: Jan 1991–Jan 2015 | Led community bank operations; finance and credit leadership |
| Peoples National BancShares Inc. | Chairman & CEO; President | Chairman & CEO: 1996–2017; President: 1996–2017 | Holding company leadership; capital allocation and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Peoples National Bancshares, Inc. | Independent Director | 2017–Jan 2024 | Bank holding company directorship |
| People’s State Bank (New Lexington, OH) | Independent Director | 2017–Jan 2024 | Community bank directorship |
Board Governance
- Current RCKY Board role: Class II Director; Audit Committee member; Nominating & Corporate Governance Committee member; Lead Independent Director since May 2021 .
- Independence: Board determined Haning is independent under Nasdaq Rule 5605(a)(2) and SEC Rule 10A‑3 for Audit Committee service .
- Attendance: In 2024, the Board met 4 times and all directors met at least 75% attendance at Board and assigned committees; all directors attended the 2024 annual meeting except William L. Jordan (Haning attended) .
- Lead Independent Director responsibilities include presiding over executive sessions, agenda/input approval, liaison to CEO/chairman, and shareholder consultation when appropriate .
- Audit Committee activity: met 8 times in 2024; Haning served on committee overseeing audit, internal controls, auditor independence .
Fixed Compensation
| Component | Structure | FY2024 Amount (Haning) |
|---|---|---|
| Board annual retainer (cash) | $48,000 cash, paid quarterly | Included in cash total |
| Board annual retainer (stock) | Shares valued at $18,000 on first day of each quarter; fully vested at issuance | $71,943 |
| Committee chair fee | $12,000 (Audit, Compensation, Nominating) – not applicable to Haning (not a chair) | $0 |
| Lead Independent Director fee | $15,000 cash, paid quarterly | $15,000 (included in cash total) |
| Total cash fees | Sum of cash retainer + applicable role fees | $63,000 |
| Total director compensation | Cash + stock | $134,943 |
Performance Compensation
| Equity Type | Grant/Issuance | Vesting | Performance Metrics |
|---|---|---|---|
| Quarterly stock issuance (director retainer) | Shares issued each quarter at $18,000 value | Fully vested at issuance | None disclosed (director equity not tied to TSR/financial KPIs) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Peoples National Bancshares, Inc. | Private (bank holding company) | Independent Director (2017–Jan 2024) | No RCKY-related transactions disclosed |
| People’s State Bank | Private (community bank) | Independent Director (2017–Jan 2024) | No RCKY-related transactions disclosed |
Expertise & Qualifications
- Finance and corporate credit leadership from long tenure as bank CEO/chairman .
- Governance and community relations experience; seasoned board oversight .
- Independent director with committee experience (Audit, Nominating & Corporate Governance) and LID responsibilities .
Equity Ownership
| Holder | Common Stock | Stock Options (Exercisable ≤60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| G. Courtney Haning (as of Mar 31, 2025) | 22,559 | 8,000 | 30,559 | <1% |
| Policy notes (applies to all directors) | — | — | — | Hedging and pledging of Company securities prohibited |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role enhances board oversight and executive session leadership; active Audit Committee participation; strong attendance; director equity retainer aligns with shareholder interests; anti-hedging/anti-pledging policy supports alignment .
- Compensation structure: Balanced cash ($63k) and equity ($71,943) for 2024; equity fully vested quarterly, not performance-based (typical for directors); clear LID fee signal of additional oversight responsibility .
- Related-party/conflicts: No transactions disclosed involving Haning; related-party items noted for other directors (Loveland’s law firm fees; Designer Brands purchases during 2023 for Jordan) do not implicate Haning .
- Shareholder signals: 2024 say‑on‑pay approval ~96% indicates overall investor support for compensation practices (executive pay), indirectly supportive of Compensation Committee governance; Haning is not on the Compensation Committee, but board governance appears stable .
- RED FLAGS: None identified for Haning. No Section 16(a) delinquencies cited for Haning; no hedging/pledging; no chair role conflicts; no disclosed related-party exposure .
Overall, Haning’s independent status, LID responsibilities, and consistent committee participation support board effectiveness and investor confidence, with no apparent conflicts or attendance concerns in the latest period .