Exhibit 24

POWER OF ATTORNEY

Each of the undersigned officers and/or directors of Rocky Brands, Inc., an Ohio corporation (the “Company”), hereby appoints as his true and lawful attorney-in-fact, David N. Sharp, James E. McDonald, and Curtis A. Loveland, or any of them individually, in his name and on his behalf, and in any and all capacities stated below, to sign and to cause to be filed with the Securities and Exchange Commission the Company’s registration statement on Form S-3 (the “Registration Statement”) and any and all amendments, including post-effective amendments, to the Registration Statement, and any and all registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with or related to the offering contemplated by the Registration Statement and its amendments, if any, hereby granting unto such attorney-in-fact, full power and authority to do and perform in the name and on behalf of the undersigned, in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to such attorney-in-fact full power of substitution and revocation, and hereby ratifying all that any 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 May 29, 2013.

DIRECTORS/OFFICERS: