Jason Brooks
About Jason Brooks
Jason Brooks is Chairman of the Board, President and Chief Executive Officer of Rocky Brands, Inc., serving as CEO since May 2017 and Chairman since May 2021; he has been a director since 2017 and is age 53 . Under his tenure, the company’s pay-versus-performance table shows 2024 Compensation Actually Paid declined versus SCT total while company TSR since 2019 equated to $86 on a $100 base in 2024; adjusted operating income was $40.7 million and net income $11.4 million for 2024 . The board leadership combines CEO and Chair roles with a Lead Independent Director in place since 2021 to mitigate dual-role governance concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rocky Brands, Inc. | Chairman of the Board | May 2021–present | Board leadership combined with CEO; Lead Independent Director framework adopted . |
| Rocky Brands, Inc. | President & CEO | May 2017–present | Corporate strategy and performance accountability . |
| Rocky Brands US, LLC | President, Core Brands | Feb 2016–May 2017 | Led brand portfolio; commercial leadership . |
| Rocky Brands US, LLC | President, U.S. Wholesale Sales | Mar 2011–Feb 2016 | Led U.S. wholesale sales organization . |
| Rocky Brands US, LLC | SVP, U.S. Wholesale | Aug 2010–Mar 2011 | Senior sales leadership . |
| Rocky Brands, Inc. | Various VP of Sales roles | Sep 2001–Aug 2010 | Progressive sales leadership roles . |
| Rocky Brands, Inc. | Independent Sales Representative | 1997 (start) | Began career with the Company . |
External Roles
None disclosed for Jason Brooks in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $525,000 | $540,000 | $540,000 |
| Target Bonus (% of Salary) | n/d | n/d | 60% target; 12% threshold; 120% max |
| Actual Non-Equity Incentive Paid ($) | $0 | $0 | $128,501 |
| All Other Compensation ($) | $28,107 | $30,363 | $30,813 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Structure | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash IC (NEIP) | Adjusted Operating Income (Company-wide) | 100% | Threshold 85% of target; target 100%; max 120% of target; payout as % of base salary (CEO: 12%/60%/120%) | Company achievement assessed at 24.6% between threshold and target | $128,501 for FY 2024 | Cash (no vest) |
RSU Grants (time-based; cliff vesting after 3 years)
| Grant Date | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| 01/01/2023 (approved 12/07/2022) | 4,233 | $96,512 | Cliff vest after 3 years |
| 01/01/2024 (approved 12/07/2023) | 3,313 | $99,986 | Cliff vest after 3 years |
Pay-versus-Performance Reference (Company metrics)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 investment (Company TSR) | 98 | 140 | 85 | 111 | 86 |
| Value of $100 investment (S&P Footwear Index TSR) | 141 | 167 | 119 | 112 | 89 |
| Net Income ($000s) | 20,964 | 20,559 | 20,465 | 10,426 | 11,387 |
| Adjusted Operating Income ($000s) | 31,676 | 49,502 | 46,453 | 36,871 | 40,735 |
Equity Ownership & Alignment
| As of 3/31/2025 | Common Shares | Options Exercisable within 60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Jason Brooks | 12,188 | 37,000 | 49,188 | <1% |
- Outstanding equity awards at FY 2024 year-end: RSUs unvested 4,233 (market value $96,512) from 2023 and 3,313 (market value $75,536) from 2024; numerous legacy options outstanding with exercise prices $11.55–$39.80 and expirations 2025–2032 .
- Hedging and pledging prohibited under the Company’s Code of Business Conduct and Ethics; short-selling and Company-based derivatives are also prohibited .
- Deferred compensation balance (Executive Deferred Compensation Plan) at FY 2024 year-end: $293,070; Company contributed $16,245 in 2024; aggregate earnings $31,498 .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective January 1, 2019; at-will with severance terms . |
| Non-compete | 6 months post-termination . |
| Non-solicit | 12 months post-termination . |
| Clawback | Adopted 2015; amended and restated Oct 2023 to Nasdaq-compliant; applies to incentive compensation and misconduct-related recoupment . |
| Severance (without cause) | Base salary continuation for 6 months; earned bonus for completed periods; pro-rated bonus if employed ≥ half of bonus period; notice requirements apply . |
| Change-in-Control (termination following CIC) | Base salary continuation for 6 months; earned bonus and pro-rated bonus; COBRA coverage for ≥6 months; immediate 100% vesting of outstanding RSUs/options (equity acceleration also provided by plan CIC terms) . |
| Tax Gross-ups | Not disclosed. |
Potential Payments to Mr. Brooks (trigger assumed 12/31/2024)
| Scenario | Base Salary ($) | RSU Accel ($) | Options Accel ($) | Deferred Comp ($) | Health ($) | Life ($) | Disability ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Termination by Company with Cause or by Executive | – | – | – | 195,009 | – | – | – | 195,009 |
| Termination by Company without Cause | 270,000 | – | – | 195,009 | – | – | – | 465,009 |
| Death or Disability | – | – | – | 293,070 | – | – | – | 293,070 |
| Termination without Cause or Good Reason Following CIC | 270,000 | 172,048 | – | 293,070 | 20,307 | 918 | 1,490 | 757,833 |
Board Governance
- Board service: Director since 2017; Class I nominee in 2025; term expiration 2025 .
- Committee roles: None; he serves as Chairman of the Board, President & CEO; Lead Independent Director is G. Courtney Haning .
- Independence: Board has determined a majority of members are independent; Jason Brooks is not independent as CEO/Chair .
- Attendance: Each director attended ≥75% of board and committee meetings in 2024; board held 4 meetings .
- Executive sessions and oversight: Lead Independent Director presides over independent directors’ sessions and liaises with CEO/Chair; board oversees risk, with audit and compensation committees meeting 8 and 5 times, respectively, in 2024 .
Director Compensation
| Component | Amount |
|---|---|
| Non-employee director annual retainer | $120,000; paid $18,000 in stock per quarter (fully vested) and $48,000 cash total, quarterly |
| Committee chair retainer (Audit/Comp/NomGov) | $12,000 cash annually |
| Lead Independent Director retainer | $15,000 annually |
| Employee director (Jason Brooks) board pay | None; receives no additional compensation for director service |
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay vote: For 4,289,826; Against 412,137; Abstain 57,685; Broker non-votes 1,598,668. Approval rate ~90.2% of votes cast (For ÷ For+Against+Abstain) .
- 2024 Say-on-Pay: Approximately 96% of votes cast approved NEO compensation; the committee made no program changes as a result .
Compensation Structure Analysis
- Shift from options to RSUs: Starting in 2023, awards moved from stock options to RSUs to enhance retention and clarity of value; RSUs are time-based with 3-year cliff vesting .
- Cash vs equity mix: FY 2024 CEO SCT total $799,300 comprised of $540,000 salary, $128,501 cash IC, and $99,986 RSU grant value; no options awarded in 2023–2024 .
- Performance metrics: IC plan measured solely on adjusted operating income with predefined thresholds and maxima; payout calibrated as a percentage of base salary .
- Clawback enhancement: Policy amended/restated in October 2023 to meet Nasdaq standards, expanding recoupment triggers .
Related Party Transactions and Red Flags
- Family employment: Company employed Jason Brooks’ brothers-in-law in 2024 (David Bush, Manager, Territory – Rocky Outdoor: $105,561; Mark Pitts, Key Account Manager: $201,900); Audit Committee oversees related party transactions policy .
- Section 16(a) compliance: One late ownership report filing occurred for Mr. Brooks (and two other NEOs) due to administrative oversight in 2024 .
- Hedging/pledging: Prohibited by policy—supports alignment but restricts liquidity management .
- Insider selling pressure: Numerous Form 144 notices listed in 2024–2025 document catalog; specific filer details were not retrievable via tool, so executive-specific planned sales could not be confirmed. Searched RCKY Form 144 filings and attempted retrieval; no chunks available for IDs 11–14, 18; thus, skip executive-level analysis for Form 144 due to unavailable contents [functions.ListDocuments results] [Search returned none; Read attempts failed].
Compensation Committee Analysis
- Composition: Independent directors Jordan (Chair), Finn, Moore, Hahn, Smith; met 5 times in 2024 .
- Consultant usage: Committee has sole authority to retain compensation consultants and other advisors; evaluates conflicts under Item 407(e)(3)(iv) .
- Philosophy: Attract/retain executives; align pay with performance via short- and long-term incentives; consider Say-on-Pay results; assess risk .
Equity Awards Outstanding Detail (CEO)
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 01/02/2015 | 600 | – | 13.42 | 01/02/2025 |
| 01/04/2016 | 1,200 | – | 11.56 | 01/02/2026 |
| 01/03/2017 | 3,000 | – | 11.55 | 01/03/2027 |
| 06/01/2017 | 10,000 | – | 14.45 | 06/01/2027 |
| 01/02/2018 | 5,000 | – | 18.90 | 01/02/2028 |
| 01/02/2019 | 5,000 | – | 26.00 | 01/02/2029 |
| 01/02/2020 | 4,000 | 1,000 | 29.43 | 01/02/2030 |
| 01/04/2021 | 3,600 | 2,400 | 28.07 | 01/04/2031 |
| 01/03/2022 | 2,000 | 3,000 | 39.80 | 01/03/2032 |
Governance Voting Outcomes (2025)
| Item | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Directors (e.g., Jason Brooks) | 4,649,038 | 110,611 | – | 1,598,668 |
| Say-on-Pay | 4,289,826 | 412,137 | 57,685 | 1,598,668 |
| Auditor Ratification | 6,302,517 | 49,781 | 6,019 | 0 |
Investment Implications
- Alignment: RSU-heavy long-term equity since 2023 with 3-year cliff vesting supports retention and alignment; hedging/pledging bans reduce misalignment risk but may constrain personal liquidity .
- Performance linkage: Cash incentives hinge exclusively on adjusted operating income; clarity is high, but single-metric design may underweight TSR or growth measures; FY 2024 payout was modest versus target (24.6% interpolation), indicating discipline .
- Governance risk mitigants: Dual CEO/Chair structure offset by an active Lead Independent Director and majority-independent board; Brooks has no committee roles; board/committee activity levels signal oversight, but continued monitoring of related party employment is warranted .
- Trading signals: No accessible executive-specific Form 144 detail; say-on-pay support remains strong (~90%+ in 2025; 96% in 2024), suggesting low compensation-related overhang; watch for RSU vest cliffs (2023-granted units vest in 2026, 2024-granted units in 2027) that could create selling windows .