UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Weyco Group, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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WEYCO GROUP, INC.

Glendale, Wisconsin

Notice of the 2024 Annual Meeting of Shareholders

To be Held May 7, 2024

The 2024 Annual Meeting of Shareholders of WEYCO GROUP, INC., a Wisconsin corporation (“we,” “our,” “us” and the “Company”), will be held on Tuesday, May 7, 2024, at 10:00 A.M. (Central Daylight Time), at the offices of the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, for the following purposes:

To elect seven members to our Board of Directors,

To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the year ending December 31, 2024,

To act on a proposal to approve the Weyco Group, Inc. 2024 Incentive Plan, and

To consider and transact any other business that properly may come before the meeting or any adjournment thereof.

The Board of Directors recommends that the shareholders vote “FOR” each of the nominees for director in item 1, and “FOR” items 2 and 3 above.

Important Notice Regarding the Internet Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 7, 2024

The Proxy Statement and Notice of Annual Meeting and the 2023 Annual Report
on Form 10-K are available on our website at
https://www.weycogroup.com/home/investor.html

The Board of Directors has fixed March 15, 2024, as the record date for the determination of the common shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

The Board of Directors requests that you indicate your voting directions, sign and promptly mail the enclosed proxy for the meeting. Any proxy may be revoked at any time prior to its exercise.

If you have questions or comments, please direct them to: Weyco Group, Inc., 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, Attention: Secretary. Please also contact the Secretary if you would like directions to the Annual Meeting.


	By order of the Board of Directors,

	JUDY ANDERSON
	Secretary
Date of Notice: April 5, 2024

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TABLE OF CONTENTS

		Page
Introduction		1
Security Ownership of Management and Others		2
Items to be Voted On		4
Proposal One: Election of Directors		4
Proposal Two: Ratification of the Appointment of our Independent Registered Public Accounting Firm for the Year Ending December 31, 2024		6
Proposal Three: Approval of the Weyco Group, Inc. 2024 Incentive Plan		7
Board Information		12
Composition of the Board of Directors		12
Meetings		13
Director Independence		13
Board Leadership Structure and Role in Risk Oversight		14
Shareholder Communications with the Board		14
Nomination of Director Candidates		14
Committees		15
Nominating and Corporate Governance Committee		15
Code of Business Ethics		16
Compensation Committee		16
Audit Committee		16
Pre-Approval Policy		17
Report of Audit Committee		17
Audit and Non-Audit Fees		17
Other Governance Matters		18
Director Compensation		18
Executive Compensation		20
Summary Compensation Table		20
Non-Equity Incentive Plan Compensation		21
Outstanding Equity Awards at December 31, 2023		21
Pension Benefits		22
Employment Contracts and Potential Payments Upon Termination or Change of Control		22
Pay Versus Performance		23
Other Information		25
Transactions with Related Persons		25
Method of Proxy Solicitation		25
Delinquent Section 16(a) Reports		25
Other Matters		25
Shareholder Proposals		26
Appendix A: Weyco Group, Inc. 2024 Incentive Plan		A-1

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PROXY STATEMENT

INTRODUCTION

The enclosed proxy is solicited by the Board of Directors of Weyco Group, Inc. for exercise at the Annual Meeting of Shareholders to be held at the offices of the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, at 10:00 A.M. (Central Daylight Time), on Tuesday, May 7, 2024, or any adjournment thereof.

The Proxy Statement and Notice of Annual Meeting of Shareholders and the 2023 Annual Report on Form 10-K are also available on our website at https://www.weycogroup.com/home/investor.html.

Any shareholder delivering the form of proxy has the power to revoke it at any time prior to the time of the Annual Meeting by filing with our Secretary an instrument of revocation or a duly executed proxy bearing a later date or by attending the meeting and electing to vote in person by giving notice of such election to our Secretary. Attendance at the meeting will not in itself constitute revocation of a proxy. Proxies properly signed and returned will be voted as specified thereon. The Proxy Statement and the proxy are being mailed to shareholders on or around April 5, 2024.

We have only one class of stock outstanding and entitled to vote at the meeting — common stock with one vote per share on each item. As of March 15, 2024, the record date for determination of the common shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof, there were 9,507,265 shares of common stock outstanding.

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SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth information as of the March 15, 2024 record date with respect to the beneficial ownership of our common stock determined in accordance with the rules of the SEC by each director and nominee for director, each of the named executive officers identified in the “Summary Compensation Table” herein and all current directors and executive officers as a group. Thomas W. Florsheim, Jr. and John W. Florsheim are brothers and their father is Thomas W. Florsheim. There are no other family relationships between any of our directors and executive officers. The address of each beneficial owner listed below is: 333 West Estabrook Boulevard, Glendale, Wisconsin 53212.


	Number of Shares and
	Nature of Beneficial		Percent
Name of Beneficial Owner	Ownership^(1)(2)(3)		of Class⁽⁴⁾
Thomas W. Florsheim	559,041		5.9	%
Thomas W. Florsheim, Jr.	1,574,148	^(5)(6)(7)	16.5	%
John W. Florsheim	976,735		10.2	%
Robert Feitler	244,658		2.6	%
Frederick P. Stratton, Jr.	167,950		1.8	%
Brian Flannery	49,615		0.5	%
Tina Chang	26,396		*
Cory L. Nettles	24,324		*
All Directors and Executive Officers as a Group (17 persons including the above-named)	3,796,485		38.9	%

*	Less than 1%.

Notes:

(1)

Includes the following shares that may be acquired upon the exercise of outstanding stock options within 60 days of the record date: Thomas W. Florsheim — 12,500; Thomas W. Florsheim, Jr. — 42,400; John W. Florsheim — 42,400; Robert Feitler — 12,500; Frederick P. Stratton, Jr. — 12,500; Brian Flannery — 23,077; Tina Chang — 11,800; Cory L. Nettles — 12,500; and all directors and executive officers as a group — 243,248.

(2)

Includes the following shares of unvested restricted stock as to which the holders are entitled to voting rights: Thomas W. Florsheim — 2,500; Thomas W. Florsheim, Jr. — 4,125; John W. Florsheim — 4,125; Robert Feitler — 2,500; Frederick P. Stratton, Jr. — 2,500; Brian Flannery — 2,150; Tina Chang — 2,500; Cory L. Nettles — 2,500; and all directors and executive officers as a group — 43,550.

(3)	Except as stated in footnote 2 above, the specified persons have sole voting power and sole dispositive power as to all shares indicated above, except for the following shares as to which voting and/or dispositive power is shared:


Thomas W. Florsheim		544,041
Thomas W. Florsheim, Jr.		742,284
John W. Florsheim		568,999
Frederick P. Stratton, Jr.		50,300
All Directors and Executive Officers as a Group		1,905,624

(4)	Calculated on the basis of 9,507,265 outstanding shares of our common stock on the record date plus shares that can be acquired upon the exercise of outstanding stock options within 60 days of the record date, by the person or group involved.

(5)	Includes 72,575 shares that Thomas W. Florsheim, Jr. is deemed to beneficially own as the sole trustee of grantor retained annuity trusts (“GRATs”) created by Thomas W. Florsheim (his father).

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(6)	Includes 72,575 shares that Thomas W. Florsheim, Jr. is deemed to beneficially own as the sole trustee of GRATs created by Nancy P. Florsheim (his mother).

(7)	Includes 181,623 shares that Thomas W. Florsheim, Jr. is deemed to beneficially own as the sole trustee of a family trust created by John W. Florsheim (his brother).

The following table sets forth information as of December 31, 2023, with respect to the beneficial ownership of our common stock by those persons, other than those reflected in the above table, known by us to own beneficially more than five percent (5%) of our outstanding common stock.

Note:

(1)

The above information is based on the Schedule 13G/A statement filed by Dimensional Fund Advisors LP (“Dimensional Fund Advisors”) in February 2024. These securities are owned by various individual and institutional investors. Dimensional Fund Advisors serves as an investment advisor with power to direct investments and/or sole power to vote the securities. Dimensional Fund Advisors reported sole voting power with respect to 535,155 shares and sole dispositive power with respect to 546,527 shares. For the purposes of the SEC’s reporting requirements, Dimensional Fund Advisors is deemed to be a beneficial owner of such securities; however, in the Schedule 13G/A, Dimensional Fund Advisors expressly disclaimed beneficial ownership with respect to such securities.

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ITEMS TO BE VOTED ON

Proposal One: Election of Directors

The Board of Directors currently consists of seven members. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors has approved, the following nominees for reelection: Tina Chang, Robert Feitler, John W. Florsheim, Thomas W. Florsheim, Thomas W. Florsheim, Jr., Cory L. Nettles, and Frederick P. Stratton, Jr.

A majority of the votes entitled to be cast by holders of outstanding shares of our common stock, represented in person or by proxy, will constitute a quorum at the Annual Meeting. Directors are elected by a plurality of the votes cast by the holders of our common stock at a meeting at which a quorum is present. “Plurality” means that the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Consequently, any shares not voted (whether by abstention, broker nonvote or otherwise) have no impact in the election of directors except to the extent the failure to vote for an individual results in another individual receiving a comparatively larger number of votes. Votes “against” a candidate are given no legal effect and are not counted as votes cast in an election of directors. Votes will be tabulated by an inspector at the meeting.

If any of the nominees should decline or be unable to act as a director, which is not expected, the proxies will be voted with discretionary authority by the persons named to vote in the proxy for a substitute nominee designated by the Board of Directors.

Thomas W. Florsheim, Jr. and John W. Florsheim are brothers, and their father is Thomas W. Florsheim. There are no other family relationships between any of our directors.

The Board recommends that you vote “FOR” the election of

Tina Chang, Robert Feitler, John W. Florsheim, Thomas W. Florsheim, Thomas W. Florsheim, Jr.,

Cory L. Nettles, and Frederick P. Stratton, Jr.

Information regarding the nominees, including the particular skills, qualifications and other attributes that we believe qualify each to serve on our Board, is set forth below as well as in “Board Information — Composition of the Board of Directors.” For additional information regarding the criteria to evaluate Board membership, see “Board Information — Nomination of Director Candidates” below.

Nominees for Election for Terms Expiring in 2025

Tina Chang, Director since 2007

Chairman of Nominating and Corporate Governance Committee

Member of Audit Committee and Compensation Committee

Since 1996, Tina has served as Chairman of the Board and Chief Executive Officer of SysLogic, Inc. (an information systems consulting and services firm). Tina has served on the boards of Central States Manufacturing, Inc. since 2019, and Delta Dental of Wisconsin since January 2022. She has also served as Director of Strattec Security Corp. (a manufacturer of automotive access control products) since February 2022. Previously, Tina served as a Director and Advisor of The Private Bank — Wisconsin from 2004 to 2013.

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Tina brings to the Board a strong background in business, technology, and process development in the information technology arena. With technology being a fluid and important component of business, Tina’s experience is valuable to the Board. She is also strongly involved in the local business community and with charitable organizations, and brings to the Board these varied experiences.

Robert Feitler, Director since 1964

Member of Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee

Bob Feitler previously served as a Director of TC Manufacturing Co. (a manufacturer of flexible packaging) from 1974 to 2022, and as a Director of Strattec Security Corp. until 2012. From 1968 to 1996, Bob was President and Chief Operating Officer of the Company.

Bob worked for the Company as its President and Chief Operating Officer for 28 years. His intimate knowledge of the Company and industry bring enduring value to the Board. He continues to be an active director or trustee of other private entities and he brings that experience to the Company.

John W. Florsheim, Director since 1996

John Florsheim has served as President, Chief Operating Officer and Assistant Secretary of the Company since 2002. He also has served as a Director of North Shore Bank since 2008. From 1999 to 2002, John served as Executive Vice President, Chief Operating Officer and Assistant Secretary of the Company. From 1996 to 1999, he served as Executive Vice President of the Company, and from 1994 to 1996, he served as Vice President of the Company. Prior to joining the Company in 1994, John was a Marketing Manager for M&M / Mars, Inc.

John brings to the Board 30 years of experience in the shoe industry as well as detailed knowledge of the overall operations of the Company and expertise in the areas of sales and marketing, licensing and customer relations.

Thomas W. Florsheim, Director since 1964

Tom Florsheim has served as Chairman Emeritus of the Company since 2002. Prior to that, Tom served as Chairman of the Board of the Company from 1968 to 2002, as Chief Executive Officer of the Company from 1964 to 1999, and as President of the Company from 1964 to 1968.

Tom brings to the Board a lifetime of experience in the shoe industry, including more than 30 years of leadership of the Company. Prior to his tenure at the Company, he was an executive at Florsheim Shoe Company. Through his more than 50 years of experience in the shoe industry, he brings significant expertise and depth of knowledge in every area of the shoe industry to the Company.

Thomas W. Florsheim, Jr., Director since 1996

Chairman of the Board since 2002

Tom Florsheim, Jr. has served as Chairman and Chief Executive Officer of the Company since 2002. Prior to that, Tom was President and Chief Executive Officer of the Company from 1999 to 2002, President and Chief Operating Officer of the Company from 1996 to 1999, and Vice President of the Company from 1988 to 1996. Tom has also served as a Director of Strattec Security Corp. since 2012.

Tom has worked at the Company for more than 40 years. Prior to becoming an executive of the Company, he held various managerial positions at the Company, including managing the retail division and subsequently the purchasing department. Tom’s day-to-day leadership and intimate knowledge of the Company’s business and operations provide the Board with industry-specific experience and expertise.

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Cory L. Nettles, Director since 2005

Chairman of Compensation Committee

Member of Audit Committee and Nominating and Corporate Governance Committee

Cory Nettles has served as Managing Director of Generation Growth Capital, Inc. (a private equity firm) since 2007. He has also been a Director of Baird Funds, Inc. since 2008, a Director of Associated Banc-Corp since 2013, a Director of Partners for Community Impact, LLC, which is an investor in the Milwaukee Bucks, since 2016, and a Director of American Family Insurance since 2023. Cory was Of Counsel, Business Law and Government Relations at Quarles & Brady LLP (a law firm) from 2007 to 2016; he previously served as a Partner in the Business Law and Government Relations Groups at Quarles & Brady LLP from 2005 until 2007. He was also a Director and Advisor of Baird Private Equity from 2008 to 2012 and served as a Director and Advisor of The Private Bank — Wisconsin from 2007 to 2011.

Cory was Secretary of the Wisconsin Department of Commerce from 2003 to 2005. He was also a Director of the Midcities Venture Capital Fund from 2005 to 2007.

As the managing director of a private equity firm, Cory has extensive experience with mergers and acquisitions as well as financial oversight. His prior experiences provide the Company with a unique insight into the government’s interactions with businesses and a legal perspective on corporate matters. Cory is involved in many civic organizations and brings a depth of knowledge of the local business community to the Board.

Frederick P. Stratton, Jr., Director since 1976

Chairman of Audit Committee

Member of Compensation Committee and Nominating and Corporate Governance Committee

Fred Stratton has been a Director of Baird Funds, Inc. since 2004. He served as Chairman Emeritus of Briggs & Stratton Corporation (a manufacturer of gasoline engines) from 2003 to 2020, as Chairman of the Board from 1986 to 2002, and was its Chief Executive Officer from 1977 to 2001. He also formerly served as a Director of Midwest Air Group, Inc. and Wisconsin Energy Corporation and its subsidiaries, Wisconsin Electric Power Company and Wisconsin Gas LLC.

Through his many years of experience as the Chief Executive Officer of Briggs & Stratton, a large multinational manufacturing company, Fred brings extensive experience in all areas of executive management, including finance, acquisitions, relations with retailers, sales and marketing, labor relations, and international business to the Board. In addition, Fred brings his prior experience as a securities/investment analyst to the Board. Fred continues to be an active member of corporate boards, and the Company values his contributions over the years to the Board.

Proposal Two: Ratification of the Appointment of our Independent Registered Public Accounting Firm for the Year Ending December 31, 2024

Baker Tilly US, LLP has audited our financial statements since 2015. The Audit Committee appointed them as our independent registered public accounting firm for the year ending December 31, 2024. In making its decision to reappoint Baker Tilly US, LLP for 2024, the Audit Committee considered the qualifications, performance and independence of Baker Tilly US, LLP and the audit engagement team, as well as the fees charged for services provided.

We ask that you ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the year ending December 31, 2024. Representatives of Baker Tilly US, LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and to be available to respond to appropriate questions.

Although not required by law to submit the appointment to a vote by shareholders, the Audit Committee and the Board believe it is appropriate, as a matter of policy, to request that the shareholders ratify the appointment of our independent registered public accounting firm for 2024.

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If the appointment is not ratified, the adverse vote will be considered as an indication to the Audit Committee that it should consider selecting another independent registered public accounting firm for the following year. Even if the selection is ratified, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it believes that such a change would be in the Company’s best interest.

The ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the year ending December 31, 2024, will be determined by a majority of the shares voting on such matter, assuming a quorum is present. Abstentions and broker non-votes will not affect this vote, except insofar as they reduce the number of shares that are voted.

The Board recommends that you vote “FOR” the ratification of the appointment of

Baker Tilly US, LLP as our independent registered public accounting firm

for the year ending December 31, 2024.

Proposal Three: Approval of the Weyco Group, Inc. 2024 Incentive Plan

In March 2024, the Compensation Committee recommended, and the Board of Directors approved, the adoption of the Weyco Group, Inc. 2024 Incentive Plan (the “2024 Plan”), subject to approval of the shareholders at the 2024 annual meeting.

The purposes of the 2024 Plan are to provide a means to attract and retain talented personnel and to provide to participating directors, officers, and other salaried employees long-term incentives for high levels of performance and for successful efforts to improve the financial performance of the Company. The 2024 Plan permits the grant of options to purchase common stock of the Company, restricted stock, restricted stock units, performance shares and cash incentive awards. For purposes of the 2024 Plan, “restricted stock” means shares of common stock that are subject to restrictions established by the Committee (as defined below). A “restricted stock unit” means an award granted to an individual to issue shares of common stock in the future if specific conditions established by the Committee are satisfied. In the case of an award of “performance shares,” the Committee sets performance goals in its discretion which, depending on the extent to which they are met over the performance period, will determine the number of performance shares ultimately paid out to the grantee in the form of shares of common stock. A "cash incentive award" means a grant agreeing to make a cash payment to an individual if specific performance goals established by the Committee are achieved.

The common stock awards under the 2024 Plan are limited to a maximum of 1,500,000 shares of common stock in the aggregate, subject to appropriate adjustments in the event the Company, among other things, declares a stock dividend, stock split, or similar change affecting the common stock. For example, if performance shares are issued with respect to 700,000 shares of common stock, then only 800,000 shares will remain available for the purpose of making other awards under the 2024 Plan. If any award granted under the 2024 Plan is canceled, terminates, expires or lapses for any reason, any shares subject to such award will again be available for the grant of an award under the 2024 Plan. The following description of the 2024 Plan is qualified in its entirety by reference to the complete text set forth in Appendix A.

Vote Required for Plan

The 2024 Plan is being submitted to the shareholders for approval in order to satisfy applicable Securities and Exchange Commission (the “SEC”) and NASDAQ Stock Market (“Nasdaq”) requirements. Holders of common stock are entitled to one vote per share with respect to the approval of the 2024 Plan. Assuming a quorum is present at the Annual Meeting, the 2024 Plan will be approved if the votes at the Annual Meeting by the holders of shares of common stock entitled to vote voting for the 2024 Plan exceed those voting against it. Abstentions and broker non-votes will not affect the outcome of this proposal, except insofar as they reduce the number of shares that are voted. No options or awards have yet been granted under the 2024 Plan and the 2024 Plan will not become effective if it is not approved by shareholders.

If the 2024 Plan is approved by shareholders, no further awards will be granted under the Weyco Group, Inc. 2017 Incentive Plan (the “2017 Plan”).

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Principal Features of the Incentive Plan

The 2024 Plan will be administered by a Committee designated by the Company’s Board of Directors and constituted to permit the 2024 Plan to comply with applicable provisions of Rule 16b-3 under the Securities Exchange Act of 1934 (or any successor rule) and Section 409A of the Code. It is intended that at all times the Committee will be comprised solely of directors who are non-employee directors, as defined in Rule 16b-3. The Committee will initially be the Compensation Committee of the Board. Options may be granted to non-employee directors (currently five individuals), officers (currently twelve individuals) and salaried employees of the Company and any of its subsidiaries (currently approximately 120 individuals), in the discretion of the Committee and using criteria it determines from time to time. However, no individual may receive grants covering, in the aggregate, more than 90,000 shares in any calendar year, including options, grants of restricted stock, restricted stock units and performance shares.

Options may be incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”); provided, however, that ISOs will only be granted to individuals who are employed by the Company or a parent or a subsidiary corporation of the Company. The exercise price for any option will not be less than 100% of the fair market value of the shares on the date of grant, provided that employees owning more than 10% of the voting power of all classes of Company stock are ineligible to receive ISOs unless the exercise price is at least 110% of the fair market value on the date the option is granted and the option expires no later than five years after it is granted. The exercise price may be paid in cash or (if approved by the Committee) by surrendering to the Company shares of common stock otherwise issuable upon exercise of an option or in shares of common stock beneficially owned for at least 6 months at the time of exercise by the optionee or the optionee’s spouse or both. The fair market value on the date of an option grant of shares with respect to which ISOs are first exercisable during any calendar year will not exceed $100,000.

Each option granted under the 2024 Plan will be evidenced by a stock option agreement containing the terms and conditions required by the 2024 Plan and such other terms as the Committee may deem appropriate in each case. Each stock option agreement will state the period or periods of time within which an option may be exercised, as determined by the Committee. No option may be exercised more than ten years from the date of grant. Unless otherwise specified by the Committee, no option granted under the 2024 Plan will be transferable or assignable except by last will and testament or the laws of descent and distribution. During the optionee’s lifetime, options will be exercisable only by the optionee or by the optionee’s guardian or personal representative.

Shares of restricted stock or restricted stock units may be issued either alone or in addition to other awards granted under the 2024 Plan. The Committee determines the individuals to whom and the times at which grants of restricted stock or restricted stock units will be made, the number of shares to be awarded, the time or times within which such awards may be subject to forfeiture or the conditions upon which shares of common stock may be granted, and any other terms and conditions of the awards. Such grants may be conditioned upon the attainment of specified performance goals or other criteria determined by the Committee, and the provisions of restricted stock awards and restricted stock unit awards need not be the same with respect to each recipient. The specified performance goals are based on the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: net income (pre-tax or after-tax and with adjustments as stipulated), earnings per share, return on equity, return on capital employed, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization (“EBDITA”), loss ratio, expense ratio, increase in stock price, total shareholder return, economic value added, and operating cash flow.

Shares of restricted stock will be subject to the terms and conditions set forth in Section 14 of the 2024 Plan. Until the applicable restrictions lapse, a grantee will not be permitted to transfer or encumber shares of restricted stock, but will have the right to vote the shares. Any cash dividends on shares of restricted stock will be accumulated by the Company and paid when and if the shares vest; provided that the Committee may elect to pay cash dividends on unvested shares currently. Any dividends payable in stock will be paid in the form of additional shares of restricted stock. A grantee of an award of restricted stock units, by contrast, will not be deemed the holder of any shares of common stock covered by the award, and will not have any rights as a shareholder with respect thereto, until the underlying shares of common stock are issued to him or her. Unless otherwise provided in the applicable restricted stock agreement, all shares still subject to restriction will be forfeited upon termination of a grantee’s employment for any reason unless the Committee determines to waive such restrictions in the event of hardship or other special circumstances of a grantee whose employment is terminated (other than for cause).

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Awards of performance shares may also be made under the 2024 Plan to directors, officers, and salaried employees at any time and from time to time. Each performance share has an initial value equal to the fair market value of a share of common stock on the date of grant. The Committee is authorized to set performance goals in its discretion which, depending on the extent to which they are met during a specified performance period, will determine the number of performance shares that will be paid out to grantees. After the applicable performance period has ended, the grantee is entitled to receive a payout based on the number of performance shares earned over the performance period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. The payout is required to be made in a single lump sum within 45 days following the close of the performance period, in the form of shares of common stock. Performance shares may not be sold, pledged, or transferred, other than by will or by the laws of descent and distribution, and may be exercised during the grantee’s lifetime only by the grantee or the grantee’s legal representative.

Cash incentive awards may be made under the 2024 Plan to officers and salaried employees at any time and from time to time. The Committee is authorized to set performance goals in its discretion which, depending on the extent to which they are met during a specified performance period, will determine the amount paid to employees. The maximum cash incentive award payable to an employee in any fiscal year may not exceed $1 million.

If the Company is dissolved or liquidated, or in the event of a merger or consolidation in which the Company is not the surviving corporation or a sale or exchange of substantially all of the assets of the Company for cash or securities of another corporation, all equity awards will be deemed fully vested, exercised and/or payable, as the case may be, and in lieu of any other transfer of shares, cash or other property, grantees will receive an amount of cash equal to the amount which would otherwise have been attained as a result of such deemed vesting, exercise and/or payment event. In the event of a change of control as defined in the 2024 Plan, all equity awards will become immediately vested.

Awards may be granted under the 2024 Plan at any time prior to the tenth anniversary of the date that the 2024 Plan is approved by the Company’s shareholders. On that date, the 2024 Plan will expire, except as to awards then outstanding, which will remain in effect until the options have been exercised, the restrictions on restricted stock have lapsed or the awards have expired or have been forfeited. No awards are expected to be granted pursuant to the 2024 Plan before the 2024 Annual Meeting of Shareholders, and no allocations have been made to any person or group of persons. The 2024 Plan may be terminated at any time by the Board of Directors except with respect to any awards then outstanding. The Board of Directors may amend the 2024 Plan from time to time, but no such amendment may impair without the grantee’s consent any previously granted award or deprive any grantee of any shares of stock acquired through the 2024 Plan, or be made without shareholder approval where such approval would be required as a condition of compliance with Rule 16b-3 under the Securities Exchange Act of 1934.

Certain Federal Income Tax Consequences of the 2024 Plan

The following is a brief summary of the Company’s understanding of the principal income tax consequences under the Code of grants or awards made under the 2024 Plan based upon the applicable provisions of the Code in effect on the date hereof.

Nonqualified Stock Options. An optionee will not recognize taxable income at the time an NSO is granted. Upon exercise of the NSO, an optionee will recognize compensation income in an amount equal to the difference between the exercise price and the fair market value of the shares on the date of exercise. The amount of such difference will be a deductible expense to the Company for tax purposes. On a subsequent sale or exchange of shares acquired pursuant to the exercise of an NSO, the optionee will recognize a taxable gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of such shares. The tax basis will, in general, be the amount paid for the shares plus the amount treated as compensation income at the time the shares were acquired pursuant to the exercise of the option.

When the NSO exercise price is paid in delivered stock, the exercise is treated as: (a) a tax-free exchange of the shares of delivered stock (without recognition of any taxable gain with respect thereto) for a like number of new shares (with such new shares having the same basis and holding period as the old); and (b) an issuance of a number of additional shares having a fair market value equal to the “spread” between the exercise price and the fair market value of the shares for which the NSO is exercised. The optionee’s basis in the additional shares will equal the amount of compensation income

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recognized upon exercise of the NSO and the holding period for such shares will begin on the day the optionee acquires them. This mode of payment does not affect the ordinary income tax liability incurred upon exercise of the NSO described above.

Incentive Stock Options. An optionee will not recognize taxable income at the time an ISO is granted. Further, an optionee will not recognize taxable income upon exercise of an ISO if the optionee complies with two separate holding periods: shares acquired upon exercise of an ISO must be held for at least two years after the date of grant and for at least one year after the date of exercise. However, the difference between the exercise price and the fair market value of the stock at the date of exercise will constitute an item includible in alternative minimum taxable income, and thereby may subject the optionee to the alternative minimum tax. When the shares of stock received pursuant to the exercise of an ISO are sold or otherwise disposed of in a taxable transaction, the optionee will recognize a capital gain or loss, measured by the difference between the exercise price and the amount realized.

Ordinarily, an employer granting ISOs will not be allowed any business expense deduction with respect to stock issued upon exercise of an ISO. However, if all the requirements for an ISO are met except for the holding period rules set forth above, the optionee will be required, at the time of the disposition of the stock, to treat the lesser of the gain realized or the difference between the exercise price and the fair market value of the stock at the date of exercise as ordinary income and the excess, if any, as long-term or short-term capital gain, depending upon the holding period of the shares. (If the amount realized upon such disposition is less than the exercise price, the loss will be treated as long-term or short-term capital loss, depending upon the holding period of the shares.) The Company will be allowed a corresponding business expense deduction to the extent of the amount of the optionee’s ordinary income.

Restricted Stock. A grantee receiving a restricted stock award will generally recognize ordinary income in an amount equal to the fair market value of the stock at the time the stock is no longer subject to forfeiture. While the restrictions are in effect, the grantee will recognize compensation income equal to the amount of any dividends received and the Company will be allowed a deduction for that amount. A grantee may elect, under Section 83(b) of the Code, within 30 days of the stock grant to recognize taxable ordinary income on the date of grant equal to the excess of the fair market value of the shares (determined without regard to the restrictions) on such date over the amount, if any, paid for such shares. The Company will generally be entitled to a deduction equal to the amount that is taxable as ordinary income to the grantee in the year that such income is taxable.

The holding period to determine whether the grantee has long-term or short-term capital gain or loss on a subsequent sale of the stock generally begins when the restriction period expires and the tax basis for such shares will generally be based on the fair market value of the shares on such date. However, if the grantee has made an election under Section 83(b), the holding period will commence on the date of grant and the tax basis will be equal to the fair market value of shares on such date (determined without regard to the restrictions).

Restricted Stock Units and Performance Shares. An individual who has been granted restricted stock units or performance shares will not recognize taxable income until the applicable award cycle expires and the individual is in receipt of the stock distributed in payment of the award, at which time such individual will realize compensation income equal to the full fair market value of the shares delivered. The Company is generally entitled to an income tax deduction for any compensation income taxed to the grantee.

Cash Incentive Awards. An individual who receives a cash incentive award will recognize ordinary income equal to the amount of cash paid, and the Company will be entitled to a corresponding deduction in the same amount and at the same time.

New Plan Benefits

Like the 2017 Plan, awards to participants under the 2024 Plan are determined by the Committee in its discretion. As a result, it is not possible to determine the benefits and amounts that will be received by any individual participant or group of participants in the future. Because the 2024 Plan has not yet been approved, there are no historical data to report. If the 2024 Plan had been in place over the prior fiscal year, awards to participants would have been substantially similar to those awarded under the 2017 Plan. The option and restricted share grants shown in the table below were made during the Company’s fiscal year ended December 31, 2023, pursuant to the Weyco Group, Inc. 2017 Incentive Plan for (i) our

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executive officers, (ii) the Company’s non-employee directors (in aggregate), and (iii) the Company’s employees who are not executive officers (in aggregate).

Name and Position	Dollar Value ($)⁽¹⁾	Number of Units
Name and Position	Dollar Value ($)⁽¹⁾			Options	Restricted Stock
Thomas W. Florsheim, Jr., Chairman and Chief Executive Officer	$85,095	7,000	1,500
John W. Florsheim President, Chief Operating Officer and Assistant Secretary	$85,095	7,000	1,500
Brian Flannery Vice President, and President of Stacy Adams Brand	$46,489	3,900	800
Executive Officers as a Group	$628,310	47,700	12,100
Non-Executive Director Group	$244,975	17,500	5,000
Non-Executive Officer Employee Group	$830,294	84,000	10,600
Total	$1,703,579	149,200	27,700

Note:

(1)	The dollar value is computed in the same manner as used in the Summary Compensation Table below.

Equity Compensation Plan Information

The following table shows information as of December 31, 2023, as to securities subject to then-issued awards, and available for issuance of future awards, under Company compensation plans.

			Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders	967,217	$26.22	91,625
Equity compensation plans not approved by security holders	-	-	-
Total	967,217	$26.22	91,625

The Board recommends that you vote “FOR” the approval of the Weyco Group, Inc. 2024 Incentive Plan.

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BOARD INFORMATION

Composition of the Board of Directors

The Board of Directors currently has seven members. The number of directors may be increased or decreased from time to time by amending the applicable provision of the Bylaws, but no decrease shall have the effect of shortening the term of an incumbent director.

Directors Skills and Diversity Matrix

The matrix below summarizes, as of April 5, 2024, certain key skills, experiences, qualifications, and attributes that our directors and director nominees bring to the Board to enable effective oversight. This matrix is intended to provide a summary of the directors’ qualifications and is not a complete list of each director’s strengths or contributions to the Board. Additional details on each director’s skills, experiences, qualifications, and attributes are set forth in their biographies.

Tina

Robert

John W.

Thomas W.

Cory L.

Frederick P.

Chang

Feitler

Florsheim

Florsheim, Jr.

Nettles

Stratton, Jr.

Skills and Experience

Executive Leadership

Business Development & Strategy

Technology / Cybersecurity

Sales, Marketing & Brand Management

Finance or Accounting

Legal or Regulatory

Operations

Public Company Board Service

Independence

Demographics

Age

Gender identity⁽¹⁾

African American

Asian

Caucasian

LGBTQ+

(1)	M — Male F — Female

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We believe the diversity of experiences and qualifications represented by our directors is important to our success. The skills and experience categories in the table above are more fully described as follows:

		Attributes and Experience of Director / Director Nominees
Executive Leadership		Directors who have served as a founder, CEO or CEO-equivalent, COO, senior executive or business unit leader of a company with a deep understanding of company offerings and industry

Business Development & Strategy		Directors with experience in strategic planning, mergers and acquisitions, growth strategies or business expansion

Technology / Cybersecurity		Directors with extensive experience in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development

Sales, Marketing & Brand Management		Directors with specific and extensive career experience focusing on sales management, marketing campaign management, marketing/advertising products and services or public relations

Finance or Accounting		Directors with a deep understanding of finance, accounting principles and methodologies, financial reporting, financial management, capital markets, financial statements, audit processes and procedures or internal controls

Legal or Regulatory		Directors with governmental policy, legal knowledge or experience with compliance and regulatory issues within a public company or a regulatory body, including any individual who has a CPA, JD, or significant CFO experience

Operations		Directors having expertise in business operations management, supply chain management, integration or distribution

Public Company Board Service		Directors who currently serve, or have served, on other public company boards

Meetings

The Board of Directors held four meetings during 2023. All members of the Board of Directors attended at least 75% of the aggregate of the number of meetings of the Board and each committee of the Board on which they served. Our policy is that all directors should attend the Annual Meeting of Shareholders. All Board members attended the Annual Meeting held on May 2, 2023. In accordance with Nasdaq rules, our independent directors have periodic meetings at which only independent directors are present.

Director Independence

Each year, the Board reviews the relationships that each director has with the Company. Only those directors who the Board affirmatively determines have no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who do not have any of the categorical relationships that preclude a determination of independence under the Nasdaq listing standards, are considered to be independent directors.

In accordance with the applicable Nasdaq rules, the Board has determined that the following directors qualify as independent directors: Tina Chang, Robert Feitler, Cory L. Nettles, and Frederick P. Stratton, Jr. The Board concluded that none of these directors possessed the categorical relationships set forth in the Nasdaq standards that preclude a determination of independence, and that none of them has any other relationship that the Board believes would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. The Nominating and

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Corporate Governance Committee, Compensation Committee, and Audit Committee are comprised solely of directors who have been determined to be independent.

Board Leadership Structure and Role in Risk Oversight

We combine the positions of Chairman of the Board of Directors and Chief Executive Officer. Our management and Board of Directors currently believe that the Chief Executive Officer’s direct involvement in the day-to-day operations of the Company makes him best positioned to lead Board discussions of our short-term and long-term objectives and helps ensure proper oversight of the Company’s risks. Additionally, our Board structure provides oversight by our independent directors. As previously disclosed, the independent directors meet periodically without any members of management present. In addition, each of the Board’s standing committees is chaired by an independent director and is comprised solely of directors who are independent. The Board has not appointed an independent lead director.

Our Board of Directors plays a role in the oversight of risks that could potentially affect the Company, including risks related to cybersecurity and data security. The Board’s Audit Committee fulfills the formal responsibility of financial risk oversight as disclosed in its charter, which is available on our website. The Audit Committee meets periodically with management to review our major financial risk exposures and the steps management has taken to monitor and control such exposures. The Nominating and Corporate Governance Committee is responsible for the evaluation of risk as it relates to corporate governance, and the Compensation Committee is responsible for the evaluation of risks related compensation matters.

Shareholder Communications with the Board

Shareholders wishing to communicate with the Board of Directors or with a particular Board member should address communications to the Board or to a particular Board member, c/o Secretary, Weyco Group, Inc., 333 West Estabrook Boulevard, Glendale, Wisconsin 53212. All communications addressed to the Board or to a particular director or committee will be relayed to that addressee. From time to time, the Board may change the process through which shareholders communicate with the Board. Please refer to our website at www.weycogroup.com for changes in this process.

Nomination of Director Candidates

The Nominating and Corporate Governance Committee has established the following Guidelines and Criteria for Nomination of Director Candidates:

●

The Committee will review each candidate’s qualifications in light of the needs of the Board and the Company, considering the current mix of director attributes and other pertinent factors (specific qualities, skills and professional experience required will vary depending on the Company’s specific needs at any point in time).

●

The Committee will consider the diversity of the existing Board, so that the Board maintains a body of directors from diverse professional and personal backgrounds.

●

There will be no differences in the manner in which the Committee evaluates candidates recommended by shareholders and candidates identified from other sources.

●

Any nominee should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others.

●

Any nominee should be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director.

●

Any nominee should possess substantial and significant experience which would be of value to the Company in the performance of the duties of a director.

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●

Any nominee should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.

●

To recommend a candidate, shareholders should write to the Nominating and Corporate Governance Committee, Weyco Group, Inc., 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, via certified mail. The written recommendation should include the candidate’s name and address, a brief biographical description and statement of qualifications of the candidate and the candidate’s signed consent to be named in the Proxy Statement and to serve as a director if elected.

●

To be considered by the Committee for nomination and inclusion in our Proxy Statement for the 2025 Annual Meeting, the Committee must receive shareholder recommendations for directors no later than December 2, 2024.

From time to time, the Board may change the process through which shareholders may recommend director candidates to the Nominating and Corporate Governance Committee. The Company has not received any shareholder recommendations for director candidates with regard to the election of directors covered by this Proxy Statement or otherwise.

Committees

Our Board of Directors formerly had three standing committees: the Executive Committee, the Corporate Governance and Compensation Committee and the Audit Committee. However, in March 2024, in connection with its regular review of the committees and related charters, the Board of Directors elected to dissolve the Executive Committee and split the Corporate Governance and Compensation Committee into two separate committees. Therefore, effective March 5, 2024, the Board of Directors has the following three standing committees: the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee. Duties and responsibilities of the former Executive Committee will be delegated to these three standing committees going forward.

Nominating and Corporate Governance Committee

We are committed to conducting our business with the highest standards of business ethics and in accordance with all applicable laws, rules and regulations, including the rules of the SEC and Nasdaq on which our common stock is traded. In addition to Nasdaq rules and applicable governmental laws and regulations, the framework for our corporate governance is provided by: (a) our Articles of Incorporation and Bylaws; (b) the charters of our board committees; and (c) our Code of Business Ethics.

The Nominating and Corporate Governance Committee is responsible for various matters related to corporate and board governance. The principal functions of the Nominating and Corporate Governance Committee are: (1) to assist the Board by identifying individuals qualified to become members of the Board and its Committees, and to recommend to the Board the director nominees for the next Annual Meeting of Shareholders; (2) to recommend to the Board the corporate governance guidelines applicable to the Company, including changes to those guidelines as appropriate from time to time; (3) to lead the Board in its periodic reviews of the Board’s performance; and (4) to communicate to shareholders regarding these policies and activities as required by the SEC and other regulatory bodies. The Nominating and Corporate Governance Committee Charter and the Guidelines and Criteria for Nomination of Director Candidates are available on our website at weycogroup.com.

The Nominating and Corporate Governance Committee also reviews the procedures, the effectiveness and the performance of the Board as a whole, the individual directors and the Board committees, as well as its own performance. The Board of Directors has determined that each of the members of the Nominating and Corporate Governance Committee (Tina Chang, Robert Feitler, Cory L. Nettles and Frederick P. Stratton, Jr.) is independent, as defined in the current listing standards of Nasdaq and the SEC rules relating to such committees. There were no meetings of the Nominating and Corporate Governance Committee in 2023, as such committee was newly formed on March 5, 2024. There were four meetings of the former Corporate Governance and Compensation Committee held in 2023.

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Code of Business Ethics

Our Code of Business Ethics sets forth ethical obligations for all employees, officers and directors, including those that apply specifically to directors and executive officers, such as accounting and financial reporting matters. Any waiver of the Code of Business Ethics requires approval of the Board of Directors or of a committee of the Board. Our Code of Business Ethics is available on our website at weycogroup.com. If any substantive amendment is made to the Code, the nature of the amendment will be disclosed on our website or in a current report on Form 8-K. In addition, if a waiver from the Code is granted to an executive officer or director, the nature of the waiver will be disclosed in a current report on Form 8-K.

Compensation Committee

The Compensation Committee is responsible for matters involving compensation of the Company’s non-employee directors and executive officers. The principal functions of the Compensation Committee are: (1) to establish, subject to approval of the full Board, compensation arrangements for our executive officers; (2) to administer our equity incentive and other compensation plans, and approve the granting of equity awards to our officers and other key employees; and (3) to communicate to shareholders regarding these policies and activities as required by the SEC and other regulatory bodies.

The Compensation Committee also establishes compensation arrangements for senior management and administers the granting of stock-based awards to our officers and other key employees. The charter of the Compensation Committee is available on our website at weycogroup.com. The Board of Directors has determined that each of the members of the Compensation Committee (Tina Chang, Robert Feitler, Cory L. Nettles and Frederick P. Stratton, Jr.) is independent, as defined in the current listing standards of Nasdaq and the SEC rules relating to such committees. There were no meetings of the Compensation Committee in 2023, as such committee was newly formed on March 5, 2024. There were four meetings of the former Corporate Governance and Compensation Committee held in 2023.

Audit Committee

The Audit Committee of the Board of Directors is responsible for providing independent oversight of our financial statements, internal controls, and the financial reporting process, as well as the annual independent audit of our financial statements. A copy of the charter of the Audit Committee is available on our website at weycogroup.com. The Board of Directors has determined that each of the members of the Audit Committee (Frederick P. Stratton, Jr., Tina Chang, Robert Feitler, and Cory L. Nettles) is independent, as defined in the current listing standards of Nasdaq and SEC rules relating to audit committees. This means that, except in their roles as members of the Board of Directors and its committees, they are not affiliates of the Company, they receive no consulting, advisory or other compensatory fees directly or indirectly from the Company, they have no other relationships with the Company that may interfere with the exercise of their independence from management and the Company, and they have not participated in the preparation of the financial statements of the Company or any of our current subsidiaries at any time during the past three years. In addition, the Board of Directors has determined that each Audit Committee member satisfies the financial literacy requirements of Nasdaq and that Robert Feitler and Frederick P. Stratton, Jr. each qualify as “audit committee financial experts” within the meaning of applicable rules of the SEC.

Management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed our audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Committee also discussed and reviewed with the independent registered public accounting firm all communications required under generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (“PCAOB”), and SEC rules. In addition, the independent registered public accounting firm provided to the Audit Committee the written disclosures required by PCAOB rules concerning independence. The Committee discussed with the independent registered public accounting firm their independence from management and the Company and considered the compatibility of non-audit services with the independent registered public accounting firm’s independence.

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The Committee discussed with our independent registered public accounting firm the overall scope and plan for their audit. The Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of our internal controls, and the overall quality of our financial reporting. The Committee held four meetings during 2023.

Pre-Approval Policy

The Audit Committee has responsibility for recommending appointment of, setting compensation for, and overseeing the work of the independent registered public accounting firm. The Audit Committee must approve in advance the audit and permitted non-audit services to be provided by, and the fees to be paid to, the independent auditor, subject to the de minimis exceptions to pre-approval permitted by the rules of the SEC and Nasdaq for non-audit services. No fees were paid during 2023 to the independent registered public accounting firm pursuant to the de minimis exception to the foregoing pre-approval policy.

Report of Audit Committee

In connection with its function to oversee and monitor the financial reporting process of the Company, the Audit Committee has done the following (among other things):

●

reviewed and discussed with management our audited financial statements as of and for the fiscal year ended December 31, 2023;

●

discussed with Baker Tilly US, LLP, our independent registered public accounting firm, the matters required to be discussed by the PCAOB and SEC;

●

received and reviewed the written disclosures and the letter from Baker Tilly US, LLP required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and have discussed with them their independence; and

●

concluded that Baker Tilly US LLP’s provision of audit and non-audit services to the Company is compatible with their independence.

Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023.


	Frederick P. Stratton, Jr., Chairman
	Tina Chang
	Robert Feitler
	Cory L. Nettles

Audit and Non-Audit Fees

The Audit Committee also reviewed the fees and scope of services provided to the Company by our independent registered public accounting firm for the years ended December 31, 2023 and 2022. Fees billed to us by Baker Tilly US, LLP for the years ended December 31, 2023 and 2022 are reflected in the following table.


	2023		2022
Audit Fees^(a)	$	445,000	$	325,000
Audit-Related Fees^(b)		26,000		26,000
Tax Fees^(c)		—		—
All Other Fees		—		—
Total	$	471,000	$	351,000

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(a)

Audit fees consisted of fees for professional services for the audit of our financial statements, review of financial statements included in our Form 10-Q filings and services that are normally provided in connection with statutory or regulatory filings or engagements. These fees also included the audit of our internal controls in accordance with Section 404 of the Sarbanes Oxley Act of 2002.

(b)	Audit-related fees consisted of fees for ERISA employee benefit plan audits.

(c)	Tax fees consisted of fees for professional services performed with respect to tax compliance, tax advice and tax planning.

There were no other fees billed by Baker Tilly US, LLP for services rendered to the Company, other than the services described above, in 2023 and 2022.

Other Governance Matters

We have not adopted a formal anti-hedging policy and do not prohibit directors, officers, and employees from entering into hedging transactions that are designed to reduce or eliminate the investment risk associated with owning Company securities. However, we strongly discourage directors, officers and employees from engaging in such transactions, and, to our knowledge, no hedging transactions involving Company securities have been entered into by these individuals.

Director Compensation

Our directors who are not also employees receive a quarterly cash retainer. The quarterly cash retainer was $9,000 in 2023. Non-employee directors are also eligible to receive equity awards. In 2023, each non-employee director received 1,000 shares of restricted stock and options to purchase 3,500 shares of common stock under the Weyco Group, Inc. 2017 Incentive Plan. The restricted stock awards vest ratably over four years and the stock options vest ratably over five years. The following table shows director compensation for the non-employee directors for 2023.


	Fees Earned or		Stock		Option		All Other
Name	Paid in Cash ($)		Awards ($)⁽¹⁾		Awards ($)⁽²⁾		Compensation⁽³⁾		Total ($)
(a)	(b)		(c)		(d)		(g)		(h)
Thomas W. Florsheim	$	36,000	$	25,790	$	23,205	$	14,400	$	99,395
Tina Chang	$	36,000	$	25,790	$	23,205	$	—	$	84,995
Robert Feitler	$	36,000	$	25,790	$	23,205	$	—	$	84,995
Cory L. Nettles	$	36,000	$	25,790	$	23,205	$	—	$	84,995
Frederick P. Stratton, Jr.	$	36,000	$	25,790	$	23,205	$	—	$	84,995

Notes:

(1)

Grant date fair value (which was calculated to be $25.79 per share) of the restricted stock granted on August 25, 2023, computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). See Note 19 of the Notes to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K.

(2)

Grant date fair value (which was calculated to be $6.63 per option) of the stock options granted on August 25, 2023, computed in accordance with ASC 718 as calculated under the Black-Scholes option pricing model, as described in Note 19 to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K.

(3)

On December 28, 2000, a director and Chairman Emeritus of the Board, Thomas W. Florsheim, entered into a consulting agreement with the Company under which he agreed to act as advisor to the Company in connection with our acquisition and sale of products and materials. In accordance with this agreement, Thomas W. Florsheim was paid $14,400 in 2023.

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As of December 31, 2023, each non-employee director had outstanding the following number of stock awards and option awards:


	Stock	Option
	Awards	Awards
Name	Outstanding	Outstanding
Thomas W. Florsheim	2,500	23,000
Tina Chang	2,500	22,300
Robert Feitler	2,500	23,000
Cory L. Nettles	2,500	23,000
Frederick P. Stratton, Jr.	2,500	23,000

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth total compensation of our named executive officers (“NEOs”) for the years ended December 31, 2023 and 2022.


											Non-equity
					Stock			Option			incentive plan			All other
Name and Principal Position	Year		Salary ($)		Awards ($)			Awards ($)			compensation			compensation ($)			Total ($)
(a)	(b)		(c)		(e)			(f)			(g)			(i)			(j)
Thomas W. Florsheim, Jr.	2023		$	753,239	$	38,685	⁽¹⁾	$	46,410	⁽³⁾	$	508,436	⁽⁵⁾	$	36,173	⁽⁶⁾	$	1,382,943
Chairman and Chief Executive Officer	2022		$	731,300	$	43,245	⁽²⁾	$	47,460	⁽⁴⁾	$	493,628	⁽⁵⁾	$	32,034	⁽⁶⁾	$	1,347,667
John W. Florsheim	2023		$	719,821	$	38,685	⁽¹⁾	$	46,410	⁽³⁾	$	485,879	⁽⁵⁾	$	19,229	⁽⁶⁾	$	1,310,024
President, Chief Operating Officer and Assistant Secretary	2022		$	698,855	$	43,245	⁽²⁾	$	47,460	⁽⁴⁾	$	471,727	⁽⁵⁾	$	18,313	⁽⁶⁾	$	1,279,600
Brian Flannery	2023		$	397,000	$	20,632	⁽¹⁾	$	25,857	⁽³⁾	$	178,650	⁽⁵⁾	$	14,576	⁽⁷⁾	$	636,715
Vice President, and President of Stacy Adams Brand	2022	⁽⁸⁾		—		—			—			—			—			—

Notes:

(1)

This amount represents the grant date fair value ($25.79 per share) of the restricted stock granted on August 25, 2023, computed in accordance with ASC 718. See Note 19 of the Notes to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K. Restricted stock vests ratably over four years.

(2)

This amount represents the grant date fair value ($28.83 per share) of the restricted stock granted on August 25, 2022, computed in accordance with ASC 718. See Note 20 of the Notes to the Consolidated Financial Statements in our 2022 Annual Report on Form 10-K. Restricted stock vests ratably over four years.

(3)

This amount includes the grant date fair value of the stock option awards granted on August 25, 2023, using the fair value of $6.63 per option computed in accordance with ASC 718, as calculated under the Black-Scholes option pricing model as described in Note 19 to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K. Stock options vest ratably over five years and expire 10 years from grant date.

(4)

This amount includes the grant date fair value of the stock option awards granted on August 25, 2022, using the fair value of $6.78 per option computed in accordance with ASC 718, as calculated under the Black-Scholes option pricing model as described in Note 20 to the Consolidated Financial Statements in our 2022 Annual Report on Form 10-K. Stock options vest ratably over five years and expire 10 years from grant date.

(5)	These amounts reflect annual cash bonuses related to the achievement of Company-wide financial goals in 2023 and 2022 and were paid after each respective fiscal year end (December 31). A more detailed description of these bonuses is provided under “Non-Equity Incentive Plan Compensation” below.

(6)	All other compensation relates to the use of an automobile, life insurance premiums and 401(k) match contributions.

(7)	All other compensation relates to life insurance premiums and 401(k) match contributions.

(8)	Brian became a named executive officer in 2023. Therefore, Brian’s 2022 compensation data is not being reported.

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Non-Equity Incentive Plan Compensation

Non-equity incentive plan compensation represents annual cash bonuses awarded pursuant to our 2017 Incentive Plan. Annual cash bonuses are based solely upon the achievement of Company-wide financial goals, established by the Compensation Committee. Bonuses are based on a set percentage of the executive’s salary, with a maximum bonus of 67.5% of salary for Thomas W. Florsheim, Jr. and John W. Florsheim, and 45.0% of salary for Brian Flannery. For Thomas W. Florsheim, Jr. and John W. Florsheim, the 2023 annual cash bonus was based on specified earnings targets set by the former Corporate Governance and Compensation Committee. For Brian Flannery, the 2023 annual cash bonus was based on specified gross margin targets for the Stacy Adams division. For 2023, Thomas W. Florsheim, Jr. and John W. Florsheim each receiv

Amount and

Nature of

Beneficial

Name and Address of Beneficial Owner

Ownership

Percent

Dimensional Fund Advisors LP
6300 Bee Cave Road
Building One
Austin, Texas 78746

SEC Form DEF 14A filed by Weyco Group Inc.