Thomas W. Florsheim, Jr.
About Thomas W. Florsheim, Jr.
Chairman and CEO of Weyco Group since 2002 and a director since 1996, Thomas W. Florsheim, Jr. has over 40 years at the company across merchandising, retail and leadership roles . He is 67 years old . Under his tenure, recent pay-versus-performance disclosures show rising cumulative TSR ($145 → $191 from 2022–2024) alongside record net income ($29.5M → $30.3M), indicating resilient earnings through 2024 despite macro headwinds . In Q3 2025, management reported net sales of $73.1M (-2% y/y) and EPS of $0.69 (vs. $0.84), with gross margin pressure largely attributed to incremental tariffs; cash and marketable securities were $78.5M with no debt outstanding as of September 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weyco Group | Vice President | 1988–1996 | Managed retail division then purchasing; foundational operating experience |
| Weyco Group | President & COO | 1996–1999 | Led day-to-day operations during brand portfolio expansion |
| Weyco Group | President & CEO | 1999–2002 | Transition to CEO leadership |
| Weyco Group | Chairman & CEO | 2002–present | Long-tenured combined Chair/CEO leadership overseeing brand strategy and capital allocation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strattec Security Corp. | Director | 2012–present | Public company board perspective; governance and manufacturing adjacency |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $753,239 | $776,000 |
| Stock Awards (grant date fair value) | $38,685 | $91,823 (RS, 5-year vest) |
| Option Awards (grant date fair value) | $46,410 | $0 (company intends to cease NEO option grants) |
| All Other Compensation | $36,173 | $34,044 |
| Total Compensation | $1,382,943 | $1,425,667 |
Notes: 2024 restricted stock granted 8/26/2024 at $34.65/share, vests ratably over 5 years . Company indicates intention to no longer grant options to NEOs (shift toward time-based RS) .
Performance Compensation
- Annual cash bonus plan (non-equity incentive):
- Metric: Company-wide earnings targets for the CEO; maximum = 67.5% of salary .
- Payouts: Achieved maximum in both 2023 and 2024 (67.5% of base salary) .
- Paid after fiscal year-end .
| Incentive Element | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (Earnings metric) | Not disclosed | Earnings targets set by Compensation Committee | Max achievement in 2023 & 2024 | 2023: $508,436; 2024: $523,800 | Paid after year end |
Equity grants are time-based (RS), not performance-based. Options (legacy grants through 2023) vest ratably over five years and expire 10 years from grant .
Equity Ownership & Alignment
- Beneficial ownership: 1,470,000 shares (15.2% of class) as of March 14, 2025 .
- Includes (components):
- Options exercisable within 60 days: 26,200 shares .
- Unvested restricted stock with voting rights: 5,025 shares .
- Shares with shared voting/dispositive power: 637,384 shares .
- Trust holdings: 221,873 shares as sole trustee of a family trust created by his brother .
- Vested vs. unvested equity (as of 12/31/2024):
- Unvested RS tranches outstanding: 2021 (500), 2022 (750), 2023 (1,125), 2024 (2,650); total 5,025; market value per tranche uses $37.55/share .
- Options outstanding include strikes $18.00–$37.22 with stated exercisable/unexercisable balances; vesting ratably over five years from grant .
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership | 1,470,000 shares (15.2%) |
| Options Exercisable ≤60 days | 26,200 shares |
| Unvested Restricted Stock | 5,025 shares |
| Shared Voting/Dispositive Power | 637,384 shares |
| Trustee Holdings (family trust) | 221,873 shares |
Policy items:
- Anti-hedging: No formal anti-hedging policy; hedging is discouraged but not prohibited; company notes no known hedging by insiders .
- Ownership guidelines: Not disclosed in proxy.
Vesting cadence and potential selling pressure:
- Time-based RS grants (2021–2024) vest ratably beginning on the first anniversary of grant; 2024 grants vest over five years (August tranche timing), creating recurring annual vesting windows around late August .
- Legacy options remain outstanding and vest ratably; company intends not to issue new NEO options under the 2024 plan, reducing future option-derived selling pressure in favor of RSs .
Outstanding Equity Awards Detail (12/31/2024)
| Grant | Options Exercisable | Options Unexercisable | Exercise Price | Expiration | Unvested RS (shares) | RS Market Value (12/31/24) |
|---|---|---|---|---|---|---|
| 8/23/2018 | 8,000 | — | $37.22 | 8/23/2028 | — | — |
| 8/26/2020 | 8,000 | 2,000 | $18.00 | 8/26/2030 | — | — |
| 8/25/2021 | 6,000 | 4,000 | $24.00 | 8/25/2031 | 500 | $18,775 |
| 8/25/2022 | 2,800 | 4,200 | $28.83 | 8/25/2032 | 750 | $28,163 |
| 8/25/2023 | 1,400 | 5,600 | $25.79 | 8/25/2033 | 1,125 | $42,244 |
| 8/26/2024 | — | — | — | — | 2,650 | $99,508 |
Notes: Option awards vest ratably over five years; RS 2021–2023 vest over four years; RS 2024 vest over five years; RS market value calculated at $37.55/share on 12/31/2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Contract Term | Employment continues through December 31, 2025; salary reviewed periodically . |
| Base Salary (as of 3/31/2025) | $791,500 . |
| Severance (no cause or post-CoC resignation) | Lump sum slightly less than 3× “base amount” compensation under IRC 280G . |
| Change of Control definition | >15% change in control; board replacement; board enlargement not supported by existing board; merger/asset transfer; or substantial change in responsibilities . |
| CoC Equity Acceleration | All options and stock awards vest immediately upon a change of control (single-trigger vesting) per plans . |
| Disability | 75% of then-current salary paid until 12/31/2025 if permanently disabled . |
| Death Benefit | Salary at current rate paid to beneficiary for three years . |
| Clawback | Awards subject to company’s Executive Officer Compensation Recovery Policy; may be unilaterally amended to comply with law . |
| Non-compete/Non-solicit | Not disclosed. |
Board Governance and Dual-Role Implications
- Board service and roles: Director since 1996; Chairman of the Board since 2002; combined Chair/CEO structure; no lead independent director .
- Independence: Board identified independent directors as Tina Chang, Cory L. Nettles, and Frederick P. Stratton, Jr. (as of 2025); following Robert Feitler’s resignation on 2/28/2025, the board fell to 50% independent and received a Nasdaq notice of non-compliance; cure period extends until the earlier of the next annual meeting or 2/28/2026 (or 8/27/2025 if the meeting is before that date) .
- Committees: All standing committees (Audit; Compensation; Nominating & Corporate Governance) are fully independent; chairs: Audit (Stratton), Compensation (Nettles), Nominating (Chang); four meetings each in 2024 .
- Attendance: The board held 4 meetings in 2024; all directors attended ≥75% and attended the 2024 annual meeting .
- Interlocks/Network: Both Thomas W. Florsheim, Jr. and director Tina Chang serve on Strattec Security Corp.’s board, enhancing information flow but posing potential network interlock considerations .
Director Compensation (Context for dual role)
Non-employee directors receive quarterly cash retainers ($9,000/quarter in 2024) and restricted stock (1,550 shares in 2024; 5-year vest); company intends to cease granting options to non-employee directors . As a management director, Thomas W. Florsheim, Jr. is compensated as a NEO (see executive tables), not under the director fee schedule.
Related Party Transactions and Governance Notes
- Chairman Emeritus consulting: Thomas W. Florsheim (Sr.) was paid $14,400 in 2024 under a longstanding consulting agreement (also $14,400 in 2023) .
- Other related parties: Disclosed transactions include compensation for a relative of an executive officer (BOGS brand) and a real estate joint venture in Canada with a relative of an executive officer; amounts and terms are detailed with payments and distributions; not directly tied to Thomas W. Florsheim, Jr. .
- Insider trading policy: Prohibits trading on MNPI and specifies blackout periods; no formal anti-hedging policy (hedging discouraged) .
Compensation Structure Analysis
- Cash vs. equity mix: In 2024, time-based RS awards increased and option grants ceased for NEOs, shifting equity from options to RSs—reducing performance leverage and retention risk but lowering upside sensitivity (risk profile) .
- At-risk pay: CEO’s maximum annual bonus is 67.5% of salary, fully achieved in 2023 and 2024 based on earnings targets, aligning pay with profitability outcomes .
- Equity design: Single-trigger CoC equity acceleration is a governance red flag (accelerates without termination), potentially misaligning incentives around change-of-control events .
- Clawback adoption: Plan-level clawback language aligns with evolving regulatory standards, improving recourse in restatement scenarios .
Say-on-Pay & Shareholder Feedback
- Frequency: Although shareholders voted in 2023 for say-on-pay every three years, the board increased frequency to annual beginning 2025 to enhance accountability .
Performance & Track Record (Recent)
- Q3 2025 commentary emphasized tariff-driven gross margin erosion; a 10% price increase (July 1, 2025) partially offset margin pressure; CEO outlined sourcing diversification and pricing strategies .
- Brand performance: Florsheim grew +8% in Q3 2025; Nunn Bush +1%; Stacy Adams -5%; BOGS -17% (weather-driven category); Forsake brand being wound down .
Investment Implications
- Alignment: High insider ownership (15.2%) provides significant “skin-in-the-game” and control continuity; regular time-based RS vesting (late August cycles) creates predictable, modest supply from vesting events; legacy options remain but no new option overhang planned for NEOs .
- Retention risk: Contract through 12/31/2025 with robust severance economics; single-trigger equity acceleration on CoC could incentivize deal acceptance but is shareholder-unfriendly; lack of a formal anti-hedging policy and combined Chair/CEO structure with no lead independent director elevate governance risk .
- Governance watch items: Temporary Nasdaq non-compliance (board independence) after a long-tenured independent director resigned; company has cure period and is recruiting—monitor for appointment timing and the re-establishment of a majority independent board .
- Near-term operating signals: Tariff policy remains the key driver of margin variability; management’s pricing and sourcing actions, plus brand momentum at Florsheim, are central to earnings resilience; special dividend of $2/share in November 2025 reflects balance sheet strength and capital return posture .