Michael Finn
About Michael L. Finn
Michael L. Finn, age 81, has served on Rocky Brands’ board since 2004 and is currently a Class II director with a term expiring at the 2026 Annual Meeting . He is independent under NASDAQ rules and serves on the Compensation Committee and the Nominating and Corporate Governance Committee . Finn’s core credentials are in distribution, retail operations, and real estate management, including leadership roles at outdoor power equipment distribution businesses and a longstanding real estate company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Power Systems (predecessor to Power Distributors, LLC) | President | 1985–2014 | Led distribution operations; predecessor to current wholesale platform |
| Chesapeake Realty Co. | President | 1970–present | Longstanding real estate development and management leadership |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Power Distributors, LLC | Chairman | 2014–present | Private | Wholesale distributor of outdoor power equipment (Columbus, OH) |
| Power Source Canada | Chairman of the Board | 2004–present | Private | Markets and distributes outdoor power equipment in Canada |
| Chesapeake Realty Co. | President | 1970–present | Private | Real estate development and management company (Columbus, OH) |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Independence: Board determined Finn is independent under NASDAQ Rule 5605(a)(2) .
- Attendance/engagement: In 2024, each director attended at least 75% of Board and committee meetings on which they served; the Board met 4 times; Audit Committee met 8 times; Compensation Committee met 5 times; Nominating & Corporate Governance Committee met 5 times .
- Annual meeting: All directors except William L. Jordan attended the 2024 Annual Meeting; Finn attended .
- Board structure: Classified board with two classes; Finn is in Class II .
- Lead Independent Director framework: Haning serves as Lead Independent Director with defined responsibilities for executive sessions, agendas, and shareholder liaison .
- Shareholder say‑on‑pay signal: 2024 say‑on‑pay received approximately 96% approval; Compensation Committee made no changes as a result .
- Clawback: Company adopted a clawback in 2015 and amended/restated it in Oct 2023 to be Nasdaq‑compliant, covering restatements and misconduct .
- Insider policy: Hedging and pledging of Company stock are prohibited; short‑selling and option trading are prohibited for directors .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Board annual retainer (cash) | $48,000 | Paid quarterly; baseline cash portion for non‑employee directors |
| Board annual retainer (stock) | $71,943 (grant date fair value) | Shares valued at $18,000 on first day of each quarter, fully vested at issuance |
| Committee chair fee | $0 | Finn is not a committee chair (chair fees are $12,000 annually for each chair) |
| Lead Independent Director fee | $0 | Only applicable to Lead Independent Director ($15,000 annually); Finn does not hold this role |
| Total director compensation (FY2024) | $119,943 | Sum of cash and stock awards |
Design: Non‑employee directors receive a mix of cash and fully vested quarterly share grants; meeting fees are not disclosed, and reasonable out‑of‑pocket expenses are reimbursed .
Performance Compensation
- No performance‑linked compensation is disclosed for directors (no PSUs/TSR targets for director pay; equity grants for directors are fully vested quarterly share awards) .
Other Directorships & Interlocks
| Company | Public? | Relationship to RCKY | Notes |
|---|---|---|---|
| Power Distributors, LLC | No | None disclosed | Wholesale outdoor power equipment distributor |
| Power Source Canada | No | None disclosed | Canadian distributor of outdoor power equipment |
| Chesapeake Realty Co. | No | None disclosed | Real estate development/management |
No other public company directorships for Finn are disclosed; related‑party transactions disclosed by the Company involve other directors (Loveland’s law firm; Designer Brands purchases with Jordan) and CEO family employment, not Finn .
Expertise & Qualifications
- Distribution and retail operations leadership; President roles in distribution and real estate businesses .
- Board experience across distribution businesses and real estate; long‑tenured governance presence at RCKY since 2004 .
Equity Ownership
| Holder | Common Shares | Stock Options (exercisable within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Michael L. Finn | 29,472 | 8,000 | 37,472 | <1% |
- Vested vs. unvested: Options reported are exercisable within 60 days, indicating vested status .
- Pledging: Prohibited by Company policy; no pledging disclosed for Finn .
- Hedging: Prohibited by Company policy .
- Ownership guidelines: No director‑specific stock ownership guideline disclosure found in the proxy –.
Governance Assessment
- Strengths:
- Independent director with significant operating experience in distribution and real estate; long tenure provides Company and industry familiarity .
- Active engagement indicated by Board and committee meeting cadence; attendance ≥75% across Board/committees in 2024 .
- Clean related‑party record for Finn; no Section 16(a) delinquency reported for directors other than specified officers in 2024 .
- Conservative policies on hedging/pledging and presence of Nasdaq‑compliant clawback strengthen alignment and accountability .
- Watch items:
- Classified board structure reduces annual director accountability (Class II term through 2026) .
- Director compensation relies on time‑based fully vested stock; absence of performance‑conditioned director equity could be viewed as lowering at‑risk alignment, though common in small‑cap governance practices .
Overall signal: Finn’s independence, committee roles (Compensation; Nominating & Corporate Governance), and clean conflict profile support board effectiveness and investor confidence, within the context of a classified board and time‑vested director equity structure .