William Jordan
About William L. Jordan
Independent Class II Director of Rocky Brands, Inc. (RCKY); age 53; director since 2017 (current term expires 2026). Chairs the Compensation Committee and serves on the Audit Committee, with footwear retail and supply chain leadership experience from Designer Brands Inc. (DSW) including roles as President (2021–2023), Chief Growth Officer, and prior executive and general counsel roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Designer Brands Inc. (DSW) | President | Jun 2021–Dec 2023 | Led a major footwear retailer; responsibilities spanned strategy, supply chain, logistics, HR, real estate, store design/construction, and legal . |
| Designer Brands Inc. | Chief Growth Officer | Feb 2020–Jun 2021 | Growth strategy oversight across channels/brands . |
| DSW Designer Shoe Warehouse | President | Feb 2019–Jan 2020 | Retail operations leadership . |
| Designer Brands Inc. | Executive Vice President | Mar 2009–Jan 2020 | Senior leadership across corporate functions . |
| Town Shoes Limited (DBI subsidiary) | President | May 2018–Jan 2019 | Led Canadian subsidiary operations . |
| Designer Brands Inc. | Chief Administrative Officer | Feb 2015–May 2018 | Direct responsibilities included strategy, supply chain, logistics, HR, real estate, store design/construction, legal . |
| Designer Brands Inc. | VP & General Counsel → SVP & General Counsel → EVP & General Counsel | Jan 2006–Mar 2009 | Legal leadership and governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Jordan . |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; independent under NASDAQ Rule 5605(a)(2) .
- Meeting cadence: Board met 4 times in 2024; Audit met 8 times; Compensation met 5 times .
- Attendance and engagement: All directors attended ≥75% of Board and committee meetings in 2024; Jordan was the only director not present at the 2024 Annual Meeting of Shareholders (engagement concern) .
- Board leadership: Lead Independent Director role held by G. Courtney Haning; Board operates with executive sessions of independent directors and defined lead director responsibilities .
Fixed Compensation
- Structure (non-employee directors, FY2024): $120,000 annual retainer, paid as $18,000 in fully vested shares each quarter (valued at the prior close, rounded down) and $48,000 cash; $12,000 additional cash retainer for each committee chair; $15,000 for Lead Independent Director .
- Mr. Jordan’s FY2024 compensation: Cash fees $60,000; Stock awards (grant-date fair value) $71,943; Total $131,943 .
| Component | FY2024 Amount ($) |
|---|---|
| Fees earned or paid in cash | 60,000 |
| Stock awards (grant-date FV) | 71,943 |
| Total | 131,943 |
Equity retainer is issued as fully vested shares at grant; no meeting fees; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based director pay | Not disclosed; director compensation structured as retainer in cash and vested stock grants without performance metrics . |
Other Directorships & Interlocks
| Relationship | Nature | Amount/Timing | Notes |
|---|---|---|---|
| Designer Brands Inc. (Jordan former executive) | Customer purchases from RCKY | $287,871 in payments to RCKY during FY2023 | Jordan departed DBI in Dec 2023 and “was not responsible for decisions regarding what footwear products are purchased” (reduces conflict risk but is a related-party exposure). Audit Committee reviews related-party transactions per policy . |
| Compensation Committee interlocks | None | — | No RCKY executive served on boards/comp committees of companies employing RCKY Compensation Committee members . |
Expertise & Qualifications
- Footwear retail and supply chain leadership; multi-function oversight (strategy, supply chain/logistics, HR, real estate, store design, legal), and prior general counsel experience—adds sector-specific operating and governance depth to RCKY’s board .
Equity Ownership
| Holder | Common Stock | Stock Options (Exercisable ≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| William L. Jordan | 16,760 | 8,000 | 24,760 | <1% |
- Anti-hedging/pledging policy: Company prohibits hedging transactions and pledging of company stock by directors (alignment-positive); no pledging disclosed for Jordan .
Governance Assessment
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Positives:
- Independent director with sector-operating depth; chairs Compensation Committee and serves on Audit Committee—positions central to pay and financial oversight .
- Robust committee activity (Audit 8x; Compensation 5x in 2024); clawback policy amended and restated in Oct 2023 to be Nasdaq-compliant; strong 2024 say-on-pay support (~96%)—signals governance discipline and investor alignment .
- Director pay mix includes meaningful equity via fully vested quarterly share grants—supports shareholder alignment (stock awards $71,943 vs cash $60,000 in FY2024) .
-
Watch items / RED FLAGS:
- Missed 2024 Annual Meeting of Shareholders—isolated attendance lapse at shareholder-facing event despite ≥75% meeting attendance; monitor future annual meeting attendance .
- Related-party exposure via Designer Brands customer relationship in 2023 while Jordan was an executive there; although he was not involved in purchasing decisions and has since departed, continued monitoring of any DBI-RCKY transactions is warranted; ensure Audit Committee oversight remains active .
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Overall implication: Jordan’s committee leadership and footwear domain experience are constructive for board effectiveness at RCKY; attention to shareholder meeting engagement and vigilant management of any residual related-party ties will support investor confidence .