Robyn Hahn
About Robyn R. Hahn
Robyn R. Hahn, age 55, is an independent Class I director of Rocky Brands (RCKY), first elected in 2021 and nominated for re-election at the June 3, 2025 annual meeting; she serves on the Compensation and Nominating & Corporate Governance Committees . She is Chief Insurance Officer of Ford Credit (since February 2025) and brings C‑suite experience across sales, operations, marketing/branding, corporate communications, digital and customer experience, with general management and strategic planning credentials . The Board has determined she meets Nasdaq independence standards, and directors (including Hahn) attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting except one (not Hahn) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Credit | Chief Insurance Officer | Feb 2025–present | Senior leadership in insurance operations and risk-related functions |
| Westfield Insurance | President, Commercial Lines; previously President, Small Business; Group Marketing & Communications Leader (CMO) | 2015–Jul 2023 (various roles: CMO 2015–2018; Small Business 2018–2021; Commercial Lines 2021–2023) | Led sales, operations, marketing/branding, digital/customer experience |
| Fireman’s Fund Insurance Company | Chief Marketing Officer | Apr 2014–Mar 2015 | Enterprise marketing leadership |
| Travelers Business Insurance | VP, Marketing (Business Insurance) | Oct 2009–Apr 2014 | Built marketing strategy for business lines |
| Nationwide Insurance | Multiple leadership roles incl. VP Sales, VP Customer Experience | ~1994–2009 (VP Sales 2005–2007; VP Customer Experience 2007–2009) | Sales leadership; customer experience transformation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westfield Insurance Foundation | Director/Trustee | 2015–present | Nonprofit foundation governance |
| WVIZ/PBS Ideastream | Board of Trustees | 2016–2020 | Public media nonprofit board |
| Cleveland Leadership Center | Alumna | 2018 | Leadership development program |
Board Governance
- Board structure and independence: Hahn is independent per Nasdaq Rule 5605(a)(2); a majority of the Board is independent . The Board held four meetings in 2024; each director attended ≥75% of Board and relevant committee meetings .
- Committee assignments (2024 activity levels):
- Compensation Committee: Member; Committee met five times in 2024; chaired by William L. Jordan .
- Nominating & Corporate Governance Committee: Member; Committee met five times in 2024; chaired by Robert B. Moore, Jr. .
- Audit Committee: Not a member; Audit met eight times in 2024 .
- Annual meeting attendance: All directors then serving attended the 2024 annual meeting except William L. Jordan .
- Board leadership: CEO also serves as Chair (Jason Brooks); the Board has appointed a Lead Independent Director (G. Courtney Haning) with defined authorities to balance leadership structure .
Fixed Compensation (Director Pay – Fiscal 2024)
Director pay program:
- Annual Board retainer: $120,000; paid $18,000 in fully vested shares each quarter (aggregate ~$72,000 stock), plus $48,000 cash quarterly .
- Committee chair retainers: $12,000 each for Audit, Compensation, Nominating & Corporate Governance (cash) .
- Lead Independent Director retainer: $15,000 (cash) .
- Expense reimbursement for reasonable out-of-pocket costs .
| Component | Amount (USD) |
|---|---|
| Cash fees earned (2024) | $48,000 |
| Stock awards grant-date fair value (2024) | $71,943 |
| Option awards | $0 (none granted) |
| Total (2024) | $119,943 |
Notes:
- Equity for directors is granted as fully vested share awards each quarter (not options); values reflect grant‑date fair value under ASC 718 .
Performance Compensation (Director Pay)
- No performance-based or option awards are disclosed for directors; 2024 director compensation comprised cash retainers and fully vested stock grants with no stated performance conditions .
- As such, there are no disclosed performance metrics tied to director pay for Hahn in 2024 .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Hahn in the proxy biography and director tables .
- Compensation Committee interlocks: The company reports no interlocks or insider participation issues among Compensation Committee members (which includes Hahn) .
Expertise & Qualifications
- Core skill set: C‑suite leadership across sales, operations, marketing/branding, corporate communications, digital and customer experience; general management and strategic planning .
- Industry domain: Insurance and financial services leadership; prior extensive experience at Westfield, Fireman’s Fund, Travelers, and Nationwide .
- Governance: Service on nonprofit boards; recognized leadership development alumna (Cleveland Leadership Center, 2018) .
Equity Ownership
| Holder | Common Stock | Stock Options (exercisable within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Robyn R. Hahn | 8,238 | 3,000 | 11,238 | <1% (asterisk denoted in proxy) |
- Company policy prohibits short-selling, hedging (e.g., collars/forwards), and pledging of company securities by directors, officers, and employees, supporting alignment with shareholders .
Governance Assessment
-
Positives:
- Independent director with active roles on Compensation and Nominating/Governance committees; both committees met five times in 2024, indicating regular engagement .
- Attendance meets or exceeds 75% threshold; Board met four times in 2024; 2024 annual meeting attendance indicates engagement (only one director absent, not Hahn) .
- Equity component of director pay (quarterly fully vested shares) enhances ownership alignment; no options or performance grants that could misalign risk .
- No related-party transactions or Section 16(a) delinquencies disclosed for Hahn; company maintains a Nasdaq-compliant clawback policy (amended Oct 2023) and strong anti-hedging/pledging rules .
- Strong shareholder support for executive pay (2024 say-on-pay ~96%), signaling broader investor confidence in compensation governance processes overseen by committees including Hahn .
-
Watch items:
- Board Chair/CEO roles are combined; mitigated by an empowered Lead Independent Director with defined authority, but some investors prefer separation .
- Time commitments: New executive role at Ford Credit (Feb 2025) alongside committee service at RCKY; no direct conflict identified given industry differences, but monitor workload and potential related-party exposure as responsibilities evolve .
No specific red flags identified for Hahn related to conflicts, related-party dealings, hedging/pledging, low attendance, or compensation anomalies in the 2025 proxy .
Appendix: Committee Summary (Hahn)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 5 | Independent; chair is William L. Jordan; oversees exec comp, plans, and director compensation recommendations; authority to retain independent consultants |
| Nominating & Corporate Governance | Member | 5 | Independent; chair is Robert B. Moore, Jr.; oversees director nominations and governance principles |
Sources: Rocky Brands, Inc. DEF 14A (filed April 28, 2025). Citations embedded above.