Thomas Robertson
About Thomas Robertson
Thomas D. Robertson is Chief Financial Officer, Chief Operating Officer, and Treasurer of Rocky Brands, Inc. (RCKY). He has served as CFO and Treasurer since September 2023 and as COO since November 2022; previously EVP/CFO (May 2018–Feb 2023), VP/CFO (Mar 2017–May 2018), and Senior Financial Analyst upon joining RCKY in October 2016. He is a CPA and earlier spent most of his public accounting career serving publicly traded footwear companies at Deloitte & Touche LLP and Schneider Downs & Co., Inc.; age 39 as of the 2024 proxy .
Company performance during his recent operating/finance leadership:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $615,475,000 | $461,833,000 | $453,772,000 |
| EBITDA (USD) | $56,358,000* | $46,311,000* | $45,317,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rocky Brands | CFO, COO, Treasurer | CFO/Treasurer since Sep 2023; COO since Nov 2022 | Combined finance and operations leadership through cost and margin normalization period . |
| Rocky Brands | EVP, CFO & Treasurer | May 2018 – Feb 2023 | Led finance through integration and downcycle; experience with equity compensation shift (options→RSUs) . |
| Rocky Brands | VP, CFO & Treasurer | Mar 2017 – May 2018 | Took CFO role nine months after joining; accelerated internal advancement . |
| Rocky Brands | Sr. Financial Analyst | Oct 2016 – Mar 2017 | Analytical support; pathway to CFO within 6 months . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Manager | Jul 2015 – Sep 2016 | Focused on publicly traded footwear companies, bringing sector-specific reporting/controls expertise . |
| Schneider Downs & Co., Inc. | Audit roles (various) | Sep 2008 – Jul 2015 | Broad audit experience with public footwear clients; foundation for later CFO role . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $380,881 | $400,000 | $412,000 |
| Actual Non-Equity Incentive Paid (USD) | $0 (below threshold) | $0 (below threshold) | $89,871 (24.6% between threshold and target at company level) |
Incentive Compensation Plan design and targets (Adjusted Operating Income metric each year):
- 2024 IC payout curve for Robertson: Threshold 11% of salary; Target 55%; Maximum 110% .
- 2023 IC payout curve for Robertson: Threshold 11%; Target 55%; Maximum 110%; no payout as threshold not met .
- 2022 IC payout curve for Robertson: Threshold 11%; Target 55%; Maximum 110%; no payout as threshold not met .
- 2021 IC payout curve for Robertson: Threshold 8%; Target 40%; Maximum 80%; paid at 51% of target companywide (historical context) .
Performance Compensation
RSU Grants and Vesting
| Grant Date | Award Type | Units | Grant Date Fair Value (USD) | Vesting Schedule |
|---|---|---|---|---|
| 01/01/2024 | RSU | 2,982 | $89,997 | RSUs cliff-vest after end of a three-year period . |
| 01/01/2023 | RSU | 3,810 | $114,986 | RSUs cliff-vest after end of a three-year period . |
| 11/11/2022 | RSU | 1,954 (outstanding at FY22 YE) | $46,153 (FY22 YE market value) | Vests one-third per year beginning on first anniversary of grant . |
Vesting/realization:
- 2024 shares vested: 651 RSUs; value realized $14,140 .
Equity program structure:
- Company shifted from stock options to RSUs starting in 2023 to improve understandability/retention; awards now granted under 2024 Omnibus Incentive Plan .
Stock Options Outstanding (FY2024 year-end)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 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 |
Note: Options vest in five equal annual installments starting on the first anniversary of grant; RSUs generally cliff-vest after three years except Robertson’s 11/11/2022 RSU which vests one-third annually .
Equity Ownership & Alignment
| As of | Common Stock | Stock Options (exercisable within 60 days) | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| 03/31/2025 | 15,352 | 22,800 | 38,152 | <1% (indicated with “*”) |
Additional alignment factors:
- Unvested RSUs at FY2024 YE: 652 (11/11/2022 grant), 3,810 (01/01/2023 grant), 2,982 (01/01/2024 grant); aggregate YE market values shown in proxy .
- Hedging and pledging of company stock are prohibited by Code of Business Conduct and Ethics (reduces misalignment/hedging risk) .
Employment Terms
- Employment Agreements entered January 1, 2019; executives subject to 6-month post-termination non-compete and 12-month non-solicit; 30 days’ notice required for voluntary termination .
- Change-in-Control and severance economics (double-trigger: termination following a change in control):
- Without cause: 6 months base salary; deferred comp distribution per plan; no accelerated vesting; potential COBRA as specified .
- Death/Disability: deferred compensation payout per plan; no explicit salary continuation .
- CIC plus qualifying termination: 6 months base salary; pro-rated bonus if employed at least half the bonus period; 100% immediate vesting of outstanding RSUs/options; COBRA maintained for at least 6 months (ceases upon re-employment) .
Potential payments (assumed trigger on 12/31/2024):
| Scenario | Base Salary | Accelerated RSUs | Accelerated Options | Deferred Comp | Benefits |
|---|---|---|---|---|---|
| Termination without cause | $206,000 (payable over 6 months) | – | – | $21,043 | – |
| Death/Disability | – | – | – | $100,288 | – |
| CIC + qualifying termination | $206,000 (payable over 6 months) | $169,724 | – | $100,288 | Life $918; Disability $1,490 |
Deferred Compensation Plan: NEOs may defer up to 75% salary/100% bonus; company contributes at least 3% for eligible participants; vesting per committee schedule; payout elections include lump sum/instalments; special vesting upon death/disability/retirement . 2024 company contributions for Robertson: $12,405 deferred comp; $12,740 401(k); $918 life insurance premium .
Performance & Track Record (selected indicators)
- Revenues declined from $615.5M (FY2022) to $461.8M (FY2023) and $453.8M (FY2024), reflecting a reset from peak demand/inventory cycle; EBITDA also decreased over the period (see table above) .
- IC tied solely to adjusted operating income delivered no bonuses in 2022 and 2023 (below threshold), but paid in 2024 based on partial achievement between threshold and target, aligning cash incentive outcomes with profitability .
Risk Indicators & Red Flags
- Hedging and pledging prohibited (mitigates alignment risk) .
- No tax gross-ups, clawback specifics, or related-party transactions disclosed in the cited sections; not enough evidence to assess these items in detail.
Investment Implications
- Pay-for-performance alignment: The IC plan’s single metric (adjusted operating income) and zero payouts in 2022–2023, followed by a partial payout in 2024, indicate discipline and alignment with profitability. 2024 payout for Robertson was $89,871 on a $412,000 salary, consistent with achievement at 24.6% between threshold and target .
- Equity mix shift: The 2023 transition from stock options to RSUs increases the certainty of equity value for executives, improving retention but modestly reducing performance leverage vs. options. Upcoming RSU vesting schedules (annual tranches from the 11/11/2022 grant and three-year cliff RSUs from 2023 and 2024) may create periodic selling windows and modest supply over the next 12–24 months .
- Retention risk: Severance economics are modest (six months base salary) with double-trigger CIC acceleration, plus non-compete/non-solicit protection for the company, suggesting balanced retention and shareholder protection without excessive golden parachutes .
- Ownership alignment: Robertson’s beneficial ownership is <1% of shares outstanding, but with meaningful unvested RSUs and legacy options; combined with a strict anti-hedging/pledging policy, alignment is reasonable for a small-cap issuer transitioning comp design toward RSUs .