Exhibit 24





Each director and officer of Rocky Brands, Inc., an Ohio corporation (the “Company”), whose signature appears below hereby appoints David N. Sharp and Curtis A. Loveland, or either of them, as his attorney-in-fact, to sign, in his name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission, the Company's Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2011, and likewise to sign and file any amendments, including post-effective amendments, to the Annual Report, and the Company hereby also appoints such persons as its attorneys-in-fact and each of them as its attorney-in-fact with like authority to sign and file the Annual Report and any amendments thereto in its name and behalf, each such person and the Company hereby granting to such attorney-in-fact full power of substitution and revocation, and hereby ratifying all that such attorney-in-fact or his substitute may do by virtue hereof.


IN WITNESS WHEREOF, we have executed this Power of Attorney, in counterparts if necessary, effective as of February 28, 2012.




Signature   Title
/s/ David N. Sharp   Chief Executive Officer, President, and Director
David N. Sharp   (Principal Executive Officer)
/s/ James E. McDonald   Executive Vice President and Chief Financial Officer
James E. McDonald   (Principal Financial and Accounting Officer)
/s/ Mike Brooks   Chairman and Director
Mike Brooks    
/s/ Curtis A. Loveland   Secretary and Director
Curtis A. Loveland    
/s/ J. Patrick Campbell   Director
J. Patrick Campbell    
/s/ Glenn E. Corlett   Director
Glenn E. Corlett    
/s/ Michael L. Finn   Director
Michael L. Finn    
/s/ G. Courtney Haning   Director
G. Courtney Haning    
/s/ Harley E. Rouda, Jr.   Director
Harley E. Rouda, Jr.    
/s/ James L. Stewart   Director
James L. Stewart