John W. Florsheim
About John W. Florsheim
John W. Florsheim, age 61, is President, Chief Operating Officer, and Assistant Secretary of Weyco Group, Inc. (since 2002) and has served as a director since 1996. His background includes sales/marketing leadership and extensive operating expertise; prior roles at WEYS span Vice President (1994–1996), Executive Vice President (1996–1999), and EVP/COO (1999–2002); before joining WEYS, he was a Marketing Manager at M&M/Mars, Inc. . Company performance during the recent three-year “pay versus performance” window shows cumulative TSR rising from $145 (2022) to $191 (2024) and net income at record levels of $29.5M (2022), $30.2M (2023), and $30.3M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weyco Group, Inc. | Vice President | 1994–1996 | Early executive track; exposure to operations and brand execution |
| Weyco Group, Inc. | Executive Vice President | 1996–1999 | Senior leadership; broadened oversight of sales, marketing, licensing, customer relations |
| Weyco Group, Inc. | EVP, COO & Assistant Secretary | 1999–2002 | Scaled operational leadership ahead of later promotion to President/COO |
| Weyco Group, Inc. | President, COO & Assistant Secretary | 2002–Present | Long-tenured COO/President leading core operations and growth initiatives |
| M&M/Mars, Inc. | Marketing Manager | Pre-1994 | Consumer marketing foundation; brand strategy experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| North Shore Bank | Director | 2008–Present | Regional banking oversight; finance/credit perspective to WEYS board deliberations |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $719,821 | $741,000 |
| All Other Compensation ($) | $19,229 | $22,644 |
Notes:
- “All other” includes automobile use, life insurance premiums, and 401(k) match .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2023) | 100% of annual bonus | Company-wide financial goals; specified earnings targets (for PEO/COO) | Met maximum | 67.5% of salary | Cash (paid post FY end) |
| Annual Cash Bonus (2024) | 100% of annual bonus | Company-wide financial goals; specified earnings targets (for PEO/COO) | Met maximum | 67.5% of salary | Cash (paid post FY end) |
Equity Awards (time-based; no PSUs):
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Comments |
|---|---|---|---|---|---|
| Restricted Stock (RSU-equivalent) | 8/25/2023 | 1,125 | $38,685 | Vests ratably over 4 years starting first anniversary | Market value at 12/31/24: $42,244 |
| Restricted Stock (RSU-equivalent) | 8/26/2024 | 2,650 | $91,823 | Vests ratably over 5 years starting first anniversary | Market value at 12/31/24: $99,508 |
| Stock Options | 8/23/2018 | 8,000 (exercisable) | — | 5-year ratable vest; 10-year expiration | Strike $37.22; exp. 8/23/2028 |
| Stock Options | 8/26/2020 | 8,000 (exercisable), 2,000 (unexercisable) | — | 5-year ratable vest; 10-year expiration | Strike $18.00; exp. 8/26/2030 |
| Stock Options | 8/25/2021 | 6,000 (exercisable), 4,000 (unexercisable) | — | 5-year ratable vest; 10-year expiration | Strike $24.00; exp. 8/25/2031 |
| Stock Options | 8/25/2022 | 2,800 (exercisable), 4,200 (unexercisable) | — | 5-year ratable vest; 10-year expiration | Strike $28.83; exp. 8/25/2032 |
| Stock Options | 8/25/2023 | 1,400 (exercisable), 5,600 (unexercisable) | $46,410 | 5-year ratable vest; 10-year expiration | Strike $25.79; exp. 8/25/2033 |
Notes:
- 2024 plan indicates intent to no longer grant options to NEOs; 2024 equity grants were restricted stock only .
- Stock values use market price $37.55 at 12/31/2024 for table valuations .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 935,737 |
| Ownership (% of class) | 9.7% (based on 9,638,817 shares outstanding) |
| Options exercisable within 60 days | 26,200 shares |
| Unvested restricted stock (voting rights) | 5,025 shares |
| Shared voting/dispositive power | 479,709 shares |
| Shares outstanding (record date) | 9,638,817 |
| Hedging/Pledging Policy | No formal anti-hedging policy; hedging permitted but strongly discouraged; to Company’s knowledge, no hedging transactions by directors/officers/employees; pledging not addressed |
Employment Terms
| Provision | Details |
|---|---|
| Contract Term | Employment agreements run through December 31, 2025 (salary levels reviewed periodically) |
| Severance (No Cause or Post-CoC Termination) | Lump sum equal to slightly less than 3× “base amount compensation” (IRC 280G definition) |
| Change-of-Control (Definition) | Includes >15% change in control, replacement of ≥2 directors not nominated by Board, Board size enlargement not supported by existing Board, merger/consolidation/asset transfer, or substantial change in responsibilities |
| Disability | 75% of then-current salary through December 31, 2025 if permanently disabled |
| Death Benefit | Salary at date of death paid to beneficiary for 3 years |
| Current Annual Salary (as of 3/31/2025) | $756,000 |
| Equity Acceleration | Upon CoC, all options and stock awards immediately vest under 2017 & 2024 Incentive Plans (single-trigger equity vesting) |
Board Governance
- Board service: Director since 1996; currently one of six nominees (2025 proxy) .
- Independence: Skills/diversity matrix does not mark John W. Florsheim as independent (he is a current executive), while independent directors are identified separately .
- Attendance: All directors attended ≥75% of Board and committee meetings in 2024; all attended the 2024 Annual Meeting .
- Family ties: He is the brother of Chairman & CEO Thomas W. Florsheim, Jr.; their father is Thomas W. Florsheim (Chairman Emeritus) .
- Committee roles: Committee leadership is disclosed for independent directors (e.g., Compensation Chair — Cory Nettles; Nominating & Corporate Governance Chair — Tina Chang), but no committee memberships are specified for John W. Florsheim in the proxy narrative .
- Director compensation: Non-employee directors receive cash retainers and restricted stock; employee directors (like John W. Florsheim) are not included in the non-employee director compensation table .
Compensation Structure Analysis
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 719,821 | 741,000 |
| Stock Awards | 38,685 | 91,823 |
| Option Awards | 46,410 | — (none granted) |
| Non-Equity Incentive (Annual Bonus) | 485,879 | 500,175 |
| All Other Compensation | 19,229 | 22,644 |
| Total | 1,310,024 | 1,355,642 |
Key observations:
- Shift away from options toward restricted stock in 2024, with stated intent to cease option grants to NEOs, lowering risk and increasing retention orientation .
- Annual cash bonus is fully formulaic on earnings metrics; both 2023 and 2024 paid at the maximum 67.5% of salary for COO/PEO cohort, indicating consistent outperformance versus targets or target calibration enabling max attainment .
- Equity grant timing practices avoid proximity to material nonpublic information releases; awards are on a predetermined schedule, with occasional off-cycle grants for specific circumstances .
Related Party Transactions and Governance Considerations
- The proxy discloses related party items involving other executives/family relationships (e.g., BOGS brand executives and Canadian JV property with an executive’s family), but none specifically tied to John W. Florsheim beyond noted family relationships on the Board .
- Section 16(a) compliance: The Company reported two late Form 4s in 2024 (not involving John W. Florsheim) due to administrative delays .
Say-on-Pay & Shareholder Feedback
- Frequency: After a 2023 advisory vote indicating “three years,” the Board increased say-on-pay frequency to annual beginning with the 2025 meeting to enhance accountability and communication .
- Approval percentages: Not disclosed in the reviewed materials; proposal language and framing provided .
Equity Ownership & Awards Detail (Vesting/Selling Pressure)
| Award | Ratable Vesting Start | Vesting Cadence | Shares/Award |
|---|---|---|---|
| RSU-equivalent (2021 grant) | First anniversary of 8/25/2021 | 4 tranches over 4 years | 500 shares (unvested at 12/31/24) |
| RSU-equivalent (2022 grant) | First anniversary of 8/25/2022 | 4 tranches over 4 years | 750 shares (unvested at 12/31/24) |
| RSU-equivalent (2023 grant) | First anniversary of 8/25/2023 | 4 tranches over 4 years | 1,125 shares (unvested at 12/31/24) |
| RSU-equivalent (2024 grant) | First anniversary of 8/26/2024 | 5 tranches over 5 years | 2,650 shares (unvested at 12/31/24) |
Notes:
- Options from 2018–2023 continue to vest ratably annually and expire 10 years from grant; 2024 featured no option grants .
Investment Implications
- Alignment and retention: A 9.7% beneficial stake and decades-long tenure align interests, while time-based restricted stock and long option runways create predictable vesting schedules that can translate to periodic selling pressure; absence of a formal anti-hedging policy (hedging discouraged) is a governance softness to monitor .
- Pay-for-performance: The annual bonus is purely earnings-based and paid at maximum in 2023–2024, consistent with strong net income; continued calibration of targets merits monitoring to ensure robust performance thresholds .
- Change-of-control economics: Near-3× 280G base amount severance for termination without cause or termination following a change in control, plus single-trigger equity acceleration at CoC; this raises potential deal-contingent payouts and dilutes retention post-CoC absent double-trigger equity .
- Board governance: Dual roles and family ties underscore that John is not independent; independent leadership resides with other directors/committee chairs. Attendance and board processes appear robust, but independence optics and family control warrant attention in governance risk assessments .
- Option-to-RSU transition: The Company’s pivot away from options toward restricted stock lowers risk, tightens retention, and may modestly increase near-term dilution; watch future grant cadence and potential off-cycle grants for signaling .