Tracie Winbigler
About Tracie A. Winbigler
Independent director of Rocky Brands (RCKY) since 2019; currently Audit Committee Chair and designated “audit committee financial expert.” Age 59. Executive Vice President & Chief Financial Officer of Amtrak since June 2019, with scope expanded to include Business Transformation in March 2023; prior senior finance and operations roles at REI, National Geographic Society, and GE across multiple business units. BA, Ohio Wesleyan University (1987); former OWU Board of Trustees member and Audit Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Amtrak | EVP & Chief Financial Officer; role expanded to Business Transformation | Jun 2019–present; expansion Mar 2023 | Senior executive overseeing finance and transformation |
| REI (Recreational Equipment, Inc.) | Chief Financial Officer | Dec 2015–May 2019 | Finance leadership in outdoor retail cooperative |
| National Geographic Society | Chief Operations Officer; previously EVP & CFO | COO: May 2014–Nov 2015; EVP & CFO: Aug 2012–Apr 2014 | Led operations and finance at major non-profit media/science org |
| General Electric (GE) | Various roles; incl. EVP & CFO, GE Asset Management; CFO, GE Transportation; CFO, GE Nuclear Energy | 1987–Jul 2012 | Extensive finance/operations across industrial and asset management units |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ohio Wesleyan University | Trustee; Audit Committee Chair | Not dated (alumni 1987) | Non-profit board leadership in audit oversight |
| Public company boards (other than RCKY) | — | — | None disclosed in RCKY proxy biography |
Board Governance
- Independence: Board determined Ms. Winbigler is independent under NASDAQ Rule 5605(a)(2) and Rule 10A‑3(b)(1); designated an “audit committee financial expert” under SEC Reg S‑K 407(d)(5) .
- Committees: Audit Committee Chair; committee members include G. Courtney Haning, William L. Jordan, and Dwight E. Smith .
- Attendance and meetings: In 2024, the Board held 4 meetings; each director attended at least 75% of Board and relevant committee meetings. The Audit Committee met 8 times in 2024 .
- Election and support: Re‑elected June 3, 2025 as a Class I director through the 2027 annual meeting (Votes For: 4,707,109; Withheld: 52,540; Broker Non‑Votes: 1,598,668) .
- Board leadership: Lead Independent Director is G. Courtney Haning; CEO/Chairman is Jason Brooks .
Fixed Compensation
- Director pay structure (2024): $120,000 annual retainer comprised of shares valued at $18,000 on the first day of each quarter (fully vested at issuance) plus $48,000 cash; $12,000 additional annual cash retainer for each Committee Chair; $15,000 for Lead Independent Director; expenses reimbursed .
- Ms. Winbigler (Audit Chair) 2024 director pay:
| Name | Fees earned or paid in cash ($) | Stock Awards ($) | Options Awards ($) | Total ($) |
|---|---|---|---|---|
| Tracie A. Winbigler | 60,000 | 71,943 | – | 131,943 |
Notes: Equity retainer shares are fully vested at issuance per policy. Option Awards column shows “–” for directors in 2024 .
Performance Compensation
- Performance linkage: No performance-conditioned metrics apply to non-employee director compensation; quarterly equity retainer is fully vested at issuance, and no annual option awards were granted to directors in 2024 .
- Metrics Table (Directors)
| Component | Metric/Condition | Amount/Detail | Vesting |
|---|---|---|---|
| Equity retainer | None (time-based quarterly grant) | $18,000 in shares per quarter (fully vested) | Fully vested at grant |
| Committee Chair retainer | N/A (role-based cash) | $12,000 for Audit Chair | Paid quarterly |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ms. Winbigler .
- Compensation Committee interlocks: Company discloses no interlocks or insider participation for the Compensation Committee in 2024; none of its members (not including Ms. Winbigler) were company employees, and no executive officer served on a compensation committee or board of another company that employed any RCKY compensation committee member .
Expertise & Qualifications
- Audit/finance expertise: Designated audit committee financial expert; career CFO and COO roles across transportation, retail/outdoor, media/non-profit, asset management, nuclear energy, and industrial businesses .
- Industry exposure: Outdoor/retail (REI), transportation (Amtrak), media (National Geographic), industrials/energy (GE units) .
- Education and governance: Ohio Wesleyan University (1987); prior service as Trustee and Audit Committee Chair .
Equity Ownership
| Holder | Common Stock | Stock Options (exercisable within 60 days) | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Tracie A. Winbigler | 10,055 | 8,000 | 18,055 | <1% |
- Pledging/Hedging: Company policy prohibits hedging and pledging of company securities by directors and employees .
- Section 16(a) compliance: Company reports all required filings were made in 2024, with late reports affecting Messrs. Brooks, Robertson, and Wortham—not Ms. Winbigler .
Governance Assessment
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Strengths supporting investor confidence
- Independent Audit Chair with SEC “financial expert” designation; high engagement evidenced by 8 Audit Committee meetings in 2024 .
- Clear oversight: Audit Committee reviewed auditor independence, internal controls, and recommended inclusion of audited financials; transition to Deloitte in January 2024 overseen and ratified in 2025 .
- Strong shareholder support: Re-elected with 4,707,109 votes “For” vs. 52,540 “Withheld”; 2025 Say‑on‑Pay passed (For: 4,289,826; Against: 412,137; Abstain: 57,685) .
- Alignment: Mixed cash/equity director pay (quarterly fully vested share grants) plus role-based chair cash; meaningful personal share/option holdings (<1% of class) .
-
Potential watch items
- Equity is fully vested upon grant for directors (no performance conditioning), which is common but offers limited performance linkage at the board level .
- Related-party transactions exist at the company (e.g., legal services and family employment involving other directors/executives), placing importance on continued rigorous Audit Committee oversight; no related-party items were disclosed for Ms. Winbigler personally .
-
No specific red flags identified for Ms. Winbigler
- No disclosed attendance issues (met 75%+ threshold across Board/committees) .
- No Section 16(a) delinquencies disclosed for her .
- No hedging/pledging permitted by policy; no pledging disclosed for her .
- No comp committee interlocks implicated for her (she is not on Comp Committee) .
Appendix: Key Board/Committee and Vote Data
| Item | 2024/2025 Data |
|---|---|
| Board meetings (2024) | 4 meetings; all directors ≥75% attendance |
| Audit Committee meetings (2024) | 8 meetings |
| Audit Committee roster (2025 proxy) | Winbigler (Chair), Haning, Jordan, Smith |
| 2025 director election (Winbigler) | For: 4,707,109; Withheld: 52,540; Broker Non‑Votes: 1,598,668 |
| 2025 Say‑on‑Pay | For: 4,289,826; Against: 412,137; Abstain: 57,685; Broker Non‑Votes: 1,598,668 |
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