Dwight Smith
About Dwight E. Smith
Dwight E. Smith, age 67, has served on Rocky Brands’ Board since 2023 and is currently a Class I director up for re‑election in 2025. He is the founder of Sophisticated Systems, Inc. (SSI), serving as President and CEO from July 1990 to February 2023 and as Founder Emeritus from February 2023 to July 2023; prior roles included positions at Software Alternatives, Cullinet Software, and IBM . Smith is independent under Nasdaq rules and attended at least 75% of Board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sophisticated Systems, Inc. (SSI) | Founder; President & CEO | July 1990 – Feb 2023 | Built IT solutions business in cloud computing and cybersecurity |
| Sophisticated Systems, Inc. (SSI) | Founder Emeritus | Feb 2023 – July 2023 | Transitioned leadership while maintaining founder advisory capacity |
| Software Alternatives, Inc.; Cullinet Software; IBM | Various roles | Not disclosed | Enterprise software/IT experience |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Peoples Bancorp Inc. | Director | Public | Current | Also serves on Peoples Bank subsidiary board |
| OCLC, Inc. | Director | Nonprofit | Current | Global library organization |
| Nationwide Children’s Hospital | Director | Nonprofit | Current | |
| Highlights Foundation | Director | Nonprofit | Current | |
| SureImpact, Inc. | Director | Private | Previously (dates in 2024 proxy) | Data analytics; prior tenure noted |
| Choice Legal, Inc. | Director | Private | Previously | Records retrieval |
| Federal Reserve Bank of Cleveland | Director | Public institution | Previously | |
| State Auto Financial Corp.; State Auto Mutual Insurance Co. | Director | Public/Mutual | Previously | Insurance industry |
| CTL Engineering Inc. | Director | Private | Previously |
Board Governance
- Board classification: Class I director; director since 2023; term expiring at 2025 meeting; nominated for re‑election (Class I) .
- Independence: Board determined Smith is independent under Nasdaq Rule 5605(a)(2); Audit and Compensation Committees comprised entirely of independent directors .
- Committees: Audit Committee member; Compensation Committee member; not a chair .
- Meeting cadence and attendance: Board held 4 meetings in 2024; Audit Committee met 8 times; Compensation Committee met 5 times; all directors attended 75%+ of Board and applicable committee meetings in 2024 .
- Annual meeting attendance: All directors attended the 2024 annual meeting except William L. Jordan .
- Lead Independent Director: Role held by G. Courtney Haning (appointed May 2021) with defined responsibilities (executive sessions, agendas, shareholder liaison) .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Board Annual Retainer (total) | $120,000 | Paid via stock valued at $18,000 on first day of each quarter (fully vested) plus $48,000 in cash quarterly |
| Committee Chair Fee | $12,000 | Cash; applies to chairs of Audit, Compensation, Nominating & Corporate Governance (Smith is not a chair) |
| Lead Independent Director Fee | $15,000 | Cash (role held by Haning) |
| Meeting Fees | Not disclosed | Reimbursement of reasonable out‑of‑pocket expenses |
| Dwight E. Smith – Cash Fees (2024) | $48,000 | Fees earned/paid in cash |
| Dwight E. Smith – Stock Awards (2024) | $71,943 (grant‑date fair value) | Equity portion of retainer; fully vested shares issued quarterly; accounting per ASC 718 |
| Dwight E. Smith – Total (2024) | $119,943 |
Performance Compensation
| Metric | Type | Targeting/Measurement | 2024 Status |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | No performance‑based equity or bonuses are disclosed for non‑employee directors |
Other Directorships & Interlocks
| Company | Relationship to RCKY | Potential Interlock/Transaction |
|---|---|---|
| Peoples Bancorp Inc. | Financial services; no RCKY supplier/customer overlap disclosed | No related‑party transactions involving Smith disclosed in RCKY proxies |
| Designer Brands Inc. (DBI) | RCKY customer; director William Jordan was formerly an executive | Payments to RCKY disclosed; Jordan not responsible for purchase decisions; oversight via Audit Committee |
| Porter Wright (law firm) | Legal services provider to RCKY; director Curtis Loveland is a partner | Fees disclosed; reviewed under related party policy |
Expertise & Qualifications
- Founder/CEO experience in IT services, cloud computing, and cybersecurity—brings cyber risk and technology oversight capability to the Board .
- Public company board experience (Peoples Bancorp Inc.) supporting financial literacy and governance .
- Prior service at the Federal Reserve Bank of Cleveland and in insurance sector boards, strengthening risk and regulatory awareness .
Equity Ownership
| Holder | Common Stock | Stock Options (exercisable within 60 days) | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Dwight E. Smith | 11,155 | 0 | 11,155 | <1% (*) |
| Shares outstanding (record date) | 7,461,167 | — | — | — |
- Hedging/pledging: Company Code prohibits hedging and pledging by directors and employees; 10b5‑1 plans allowed when not in possession of MNPI .
Shareholder Voting Outcomes (Signals)
| Item | Result |
|---|---|
| 2025 Director Election – Dwight E. Smith | For: 4,716,771; Withheld: 42,878; Broker Non‑Votes: 1,598,668 |
| 2025 Say‑on‑Pay (Advisory) | For: 4,289,826; Against: 412,137; Abstain: 57,685; Broker Non‑Votes: 1,598,668 |
| 2024 Say‑on‑Pay (Advisory) | ~96% approval of votes cast (committee determined no changes warranted) |
| 2023 Say‑on‑Pay (Advisory) | For: 4,906,412; Against: 67,384; Abstain: 22,009; Broker Non‑Votes: 1,509,939 |
Governance Assessment
- Board effectiveness: Smith adds cyber/IT oversight; active involvement on Audit and Compensation committees with robust meeting cadence (Audit 8; Compensation 5 in 2024) .
- Independence and attendance: Independent director with at least 75% meeting attendance; Board majority independent; formal LID structure in place .
- Ownership alignment: Holds 11,155 shares; directors receive quarterly fully‑vested share grants as part of retainer; hedging/pledging prohibited—positive alignment signal .
- Compensation governance: Serves on Compensation Committee; no interlocks; committee uses independent framework and has a clawback policy amended in Oct 2023 to be Nasdaq compliant .
- Related‑party exposure: No transactions involving Smith disclosed; RPT reviews overseen by Audit Committee, where Smith is a member—supports conflict oversight .
- Shareholder sentiment: Strong director support and solid say‑on‑pay outcomes (2024 ~96%; 2025 broad approval), reinforcing confidence in governance and pay practices .
RED FLAGS: None disclosed specific to Smith. Broader company RPTs disclosed for other directors (law firm fees; DBI purchases) are reviewed under policy; no Section 16 delinquencies attributable to Smith (late filings cited for other officers) .
Appendix: Committee Assignments (Current)
| Committee | Role | Chair |
|---|---|---|
| Audit | Member | Tracie A. Winbigler |
| Compensation | Member | William L. Jordan |
| Nominating & Corporate Governance | Not listed as member | Robert B. Moore, Jr. |