ROCKY BRANDS, INC. Stock Compensation Disclosure
On May 7, 2014, our shareholders approved the 2014 Omnibus Incentive Plan and in May 2021 this plan was amended as our shareholders authorized an additional 600,000 shares (as amended, the "2014 Plan"). The 2014 Plan included 1,100,000 of our common shares that may have been granted under various types of awards as described in the 2014 Plan. As of December 31, 2024, there were no shares authorized to issue under the 2014 Plan as the plan expired upon adoption of the 2024 Omnibus Incentive Plan.
On June 5, 2024, our shareholders approved the 2024 Omnibus Incentive Plan (the "2024 Plan"). The purpose of the 2024 Plan was to authorize shares to be available for grant upon expiration of the 2014 Plan and to make other design changes based on recent corporate governance and other trends. We carried over 472,862 shares that remained available under the 2014 Plan and our shareholders authorized an additional 27,138 shares for the 2024 Plan for a total of 500,000 shares eligible for grant under the 2024 Plan. As of December 31, 2025, we were authorized to issue 448,788 shares under the 2024 Plan.
During the years ended December 31, 2025 and 2024, we issued 28,678 shares and 19,634 shares of common stock to members of our Board of Directors, respectively.
Stock Options
There were no options granted for the year ended December 31, 2025 and 2024.
For the years ended December 31, 2025 and 2024, we recognized share-based compensation expense and the corresponding tax benefit as follows:
| ($ in thousands) | 2025 | 2024 | ||||||
| Share-based compensation expense | $ | 1,617 | $ | 1,294 | ||||
| Tax benefit | 272 | 220 | ||||||
The following summarizes stock option activity for the year ended December 31, 2025:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| ($ amounts are per share) | Shares | Exercise Price | Actual Term | Intrinsic Value | ||||||||||||
| Options outstanding at January 1, 2025 | 199,700 | $ | 28.82 | |||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | (31,800 | ) | 25.43 | |||||||||||||
| Forfeited or expired | (17,850 | ) | 28.18 | |||||||||||||
| Options outstanding at December 31, 2025 | 150,050 | $ | 29.62 | 3.5 | $ | 477,497 | ||||||||||
| Expected to vest | 16,900 | $ | 35.57 | 5.6 | $ | 7,686 | ||||||||||
| Exercisable at December 31, 2025 | 133,150 | $ | 28.86 | 3.2 | $ | 469,811 | ||||||||||
For the years ended December 31, 2025 and 2024, cash received for the exercise of stock options was approximately $0.8 million and $0.6 million, respectively.
Restricted Stock Units
Under the 2024 Omnibus Incentive Plan, restricted stock units may be granted to certain eligible employees and officers in accordance with the applicable equity compensation agreements. Subject to participants' continued employment and other plan terms and conditions, the awards generally vest over years. The fair value of each restricted stock unit is estimated based on the fair value of the Company's common stock on the date of the grant.
The following table summarizes the status of the Company's restricted stock units and activity as of December 31, 2025:
| Restricted Stock Units | ||||||||
| Weighted-Average Grant Date | ||||||||
| ($ amounts are per share) | Quantity | Fair Value Per Share | ||||||
| Nonvested at January 1, 2025 | 53,423 | $ | 26.54 | |||||
| Granted | 45,286 | 21.52 | ||||||
| Vested | (652 | ) | 12.79 | |||||
| Forfeited | (635 | ) | 23.62 | |||||
| Nonvested at December 31, 2025 | 97,422 | $ | 24.32 | |||||
As of December 31, 2025, the total unrecognized compensation cost related to non-vested stock options and restricted stock units was approximately $1.0 million with a weighted-average expense recognition period of 1.5 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 11, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Mar 15, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Mar 15, 2022 | |
| 2020 | Mar 16, 2021 | |
| 2019 | Mar 6, 2020 | |
| 2018 | Mar 13, 2019 | |
| 2017 | Mar 12, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.