Curtis Loveland
About Curtis A. Loveland
Curtis A. Loveland (age 78) is a long-tenured independent director of Rocky Brands, Inc. (RCKY), serving on the Board since 1993; he currently holds the position of Director and Assistant Secretary. He is a corporate attorney and partner at Porter, Wright, Morris & Arthur LLP (since 1979), with a business degree in accounting and extensive governance, finance, M&A, taxation, and corporate law experience . The Board has determined Mr. Loveland meets Nasdaq independence standards; the Board met four times in 2024 and directors (including Loveland) attended at least 75% of Board/committee meetings; he attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocky Brands, Inc. | Director; Assistant Secretary | Director since 1993; Assistant Secretary current | No standing Board committees; legal/governance contribution |
| Rocky Brands, Inc. | Corporate Secretary | 1992 to May 2021 | Corporate governance leadership |
| Porter, Wright, Morris & Arthur LLP | Partner (Corporate Attorney) | Since 1979 | Advises across corporate governance, finance, M&A, taxation; board service experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various (public and private companies) | Board service (multiple) | Not specified | General disclosure of service across retail, technology, medical devices, and services; specific names not disclosed |
Board Governance
- Classification: Class II director; current term expires 2026 .
- Committee assignments: None (not on Audit, Compensation, or Nominating & Corporate Governance) .
- Independence: Board determined Loveland is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Directors attended ≥75% of Board and relevant committee meetings in 2024; Loveland attended the 2024 Annual Meeting (only William L. Jordan was absent) .
- Lead Independent Director: G. Courtney Haning; role carries $15,000 retainer, not applicable to Loveland .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Board cash retainer | $48,000 | Paid quarterly in cash |
| Equity retainer (stock) | $71,943 (grant date fair value) | Issued as fully vested shares valued at $18,000 on first day of each quarter; valued at prior trading day’s close; rounded down to whole shares |
| Committee chair fees | $0 | Chairs receive $12,000 annually; Loveland is not a chair |
| Lead Independent Director fee | $0 | $15,000 annual fee applies to Lead Independent Director (Haning), not Loveland |
| Meeting fees | None disclosed | Reimbursement of reasonable out-of-pocket expenses |
| Total director compensation (2024) | $119,943 | Sum of cash and stock awards |
Performance Compensation
| Metric | 2024 Design | Notes |
|---|---|---|
| Performance metrics tied to director pay | None disclosed | Director equity grants are fully vested at issuance; no performance-vesting |
| Vesting | Immediate vesting of quarterly stock grants | Not performance-conditioned |
Other Directorships & Interlocks
| Entity | Relationship | 2024/2023 Activity | Potential Conflict |
|---|---|---|---|
| Porter, Wright, Morris & Arthur LLP | Law firm where Loveland is a partner | RCKY paid ~$769,400 in legal fees in 2024 and ~$885,550 in 2023 | Related-party transaction reviewed under Audit Committee policy; Board still deems Loveland independent |
Expertise & Qualifications
- 40+ years as a corporate attorney; partner since 1979 .
- Education includes a business degree in accounting in addition to law; strengths in governance, finance/accounting, ERM, compensation models, taxation, M&A, regulation, and business law .
- Long-tenured industry and Board experience at RCKY since 1993 .
Equity Ownership
As of March 31, 2025:
| Holder | Common Stock | Stock Options (exercisable within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Curtis A. Loveland | 102,458 | 8,000 | 110,458 | 1.5% |
Policy alignment:
- Hedging/short-selling prohibited; pledging of Company securities prohibited under Code of Business Conduct and Ethics .
Governance Assessment
- Board effectiveness and engagement: Long tenure (since 1993) and deep governance/legal expertise bolster oversight capacity; attendance threshold met; present at annual meeting .
- Independence vs. related-party exposure: Board determined Loveland is independent under Nasdaq standards, yet his partner status at a paid legal vendor to RCKY creates an optics risk; mitigating factor is Audit Committee review of related-party transactions and formal approval policy .
- Committee influence: No committee memberships or chair roles; limits formal influence on audit, compensation, or nominations processes .
- Ownership alignment: Material personal stake (1.5% of shares outstanding) suggests significant alignment; Company policies prohibit hedging and pledging, supporting investor alignment .
- Director pay structure: Balanced mix of cash retainer and fully vested equity; no performance conditions tied to director compensation (common market practice), reducing pay-for-performance signaling for directors .
Red flags
Related-party transactions: Significant annual legal fees paid to Loveland’s firm ($769,400 in 2024; $885,550 in 2023), creating potential perceived conflicts even with Audit Committee oversight and Board’s independence determination .
Role/title optics: Assistant Secretary designation for an outside director/law firm partner may blur separation between management and independent oversight despite Board’s independence conclusion .
Counterweights
- Formal related-party transaction review by Audit Committee per written policy; independence status affirmed under Nasdaq rules; robust conduct policies (no hedging/pledging) and solid attendance record mitigate confidence risk .