DEF 14A of Deckers Outdoor Corp, Jul 25, 2025

DEF 14A of Deckers Outdoor Corp

Filed Jul 25, 2025 · FY20250000910521-25-000030

Open on EDGAR

  1. Q: What happens if a director nominee fails to receive a majority vote in an uncontested election at the Annual Meeting?

    Q: What happens if a director nominee fails to receive a majority vote in an uncontested election at the Annual Meeting? A: Each incumbent director standing for reelection at the Annual Meeting has tendered an irrevocable letter of resignation, which will become effective upon such incumbent director not receiving a majority vote at the Annual Meeting and acceptance of such resignation by our Board. Our Board must accept or reject such resignation within 90 days following certification of the stockholder vote in accordance with the procedures established by our Amended and Restated Bylaws (Bylaws). If a director’s resignation offer is not accepted by our Board, that director will continue to serve until our annual meeting of stockholders to be held in 2026, until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation, or removal. Any director nominee who is not an incumbent director and who fails to receive a majority vote in an uncontested election will not be elected as a director, and a vacancy will remain on our Board. Our Board, in its sole discretion, may either fill a vacancy resulting from a director nominee not receiving a majority vote, or decrease the size of our Board to eliminate the vacancy, each in accordance with our Bylaws.

  2. ª Committee Chair

    ª Committee Chair (1) Subject to the election of each director nominee at the Annual Meeting. (2) AR: Audit & Risk Management Committee, TC: Talent & Compensation Committee, CG: Corporate Responsibility, Sustainability & Governance Committee (3) Mr. Grismer is included as a new director nominee.

  3. ª Committee Chair

    | CYNTHIA (CINDY) L. DAVIS | | | | Age: 63 Director Since: 2018 | | | | Chair of our Board | Public Company Directorships: Kennametal Inc. (NYSE: KMT) Brinker International, Inc. (NYSE: EAT) | |

  4. ª Committee Chair

    Ms. Davis currently serves as a member of the board of directors and is the chair of the compensation and human capital committee and member of the nominating/governance committee of Kennametal Inc. (NYSE: KMT), a global supplier of tooling, engineering components. In January 2019, she joined the board of directors and currently chairs the governance and nominating committee and is a member of the talent and compensation committee of Brinker International, Inc. (NYSE: EAT). Prior to 2019, Ms. Davis served as a member of the board of directors, as chair of the compensation committee and on the governance committee of Buffalo Wild Wings, Inc. (Nasdaq: BWLD), a casual dining restaurant and sports bar chain, from 2015 to 2018. Ms. Davis served as vice president of NIKE, Inc. (NYSE: NKE) and president of Nike Golf at NIKE, Inc. from 2008 to 2014, and as U.S. general manager at Nike Golf from 2005 to 2008. Prior to NIKE, Inc., Ms. Davis served as senior vice president of golf sponsorships, sports marketing and new media at Golf Channel, a subsidiary of Comcast Corporation (Nasdaq: CMCSA), from 2001 to 2004. She is Chair for the Board of Trustees for Furman University.

  5. Selected Qualifications and Skills

    Selected Qualifications and Skills •Premium Branding - Experience as vice president of NIKE, Inc. and president of Nike Golf at NIKE, Inc., a company engaged in the design, development, manufacturing, and worldwide marketing and sales of footwear, apparel, equipment, accessories, and services. •Sales and Marketing; Retail - In addition to leading the division’s sales, marketing, and strategy while serving as senior vice president of golf sponsorships, sports marketing and new media at Golf Channel, led the $800 million global golf business for NIKE, Inc. •High Level of Financial Literacy - Served on the audit committee of Kennametal Inc. Holds an M.B.A. in Marketing and Finance from the University of Maryland College Park. Oversaw the profit and loss of a separate operating unit within NIKE, Inc. •International - Involved in global brands with worldwide operations while at NIKE, Inc. and Kennametal Inc. •Public Company Executive - Held various executive management positions at NIKE, Inc. and Golf Channel, currently serves as a director of Kennametal Inc. and Brinker International, Inc., and previously served as a director and chair of the compensation committee of Buffalo Wild Wings, Inc. •Industry - Extensive experience in the footwear, apparel and equipment industries through various positions at NIKE, Inc. •Compliance and Risk Oversight - In addition to leadership roles at NIKE, Inc., served as a corporate director on the audit committee and serves on the compensation and nominating and corporate governance committees of Kennametal, Inc., and serves on the board of directors, as well as the compensation and corporate governance committees, of Brinker International, Inc. Previously served as chair of the compensation committee and on the governance committee of Buffalo Wild Wings. •Technology Infrastructure and Cybersecurity - Serves as a director and chair of the compensation and human capital committee and member of the nominating and governance committee of Kennametal Inc., a technology-based company.

  6. Selected Qualifications and Skills

    | DAVID A. BURWICK | | | | Age: 63 Director Since: 2021 | | | | Board Committees: Talent & Compensation | Public Company Directorships: BJ's Wholesale Club Holdings, Inc. (NYSE: BJ) | |

  7. Selected Qualifications and Skills

    In February 2025, Mr. Burwick was appointed chief executive officer of Spindrift Beverage Co., a privately-held company. In June 2024, he was appointed as a director of BJ's Wholesale Club Holdings, Inc. (NYSE: BJ) and serves as a member of the nominating and corporate governance committee. From May 2024 to December 2024, he served as a member of the board of directors, chair of the nominating and corporate governance committee and member of the audit committee of The Duckhorn Portfolio, Inc. which was acquired by Butterfly Equity, a private equity firm specializing in the food and beverage sector. He previously served as a director of The Boston Beer Company, Inc. (NYSE: SAM) and served as its president and chief executive officer from April 2018 to April 2024. Prior to April 2018, Mr. Burwick served as president and chief executive officer of Peet's Coffee & Tea, Inc., since December 2012. From April 2010 to December 2012, Mr. Burwick served as president, North America of WW International, Inc., formerly Weight Watchers International, Inc. Prior to that, Mr. Burwick held numerous positions with PepsiCo, Inc., including chief marketing officer, PepsiCo Americas Beverages from August 2008 to August 2009; executive vice president, Marketing, Sales and R&D, PepsiCo International from April 2008 to July 2008; President, Pepsi-QTG Canada from January 2006 to March 2008; chief marketing officer, Pepsi-Cola North America from June 2002 to December 2005; and various marketing roles from 1989 to 2002. Mr. Burwick has extensive experience leading consumer products organizations. During Mr. Burwick's tenure as a director of The Boston Beer Company, Inc., he has served as chair and as a member of its compensation committee, and as chair and as a member of the nominating/governance committee.

  8. Selected Qualifications and Skills

    Selected Qualifications and Skills •Premium Branding - Experience as an executive at Peet's Coffee & Tea, Inc., PepsiCo. Inc., The Boston Beer Company, Inc. and Spindrift Beverages Co. •Public Company Executive - Extensive experience with several leading public and private companies, both as an executive and as a director. •Sales and Marketing - Held key marketing and sales positions with PepsiCo. Inc., including chief marketing officer. •Human Resources - Held executive positions with leading companies and was a member of the compensation committee and nominating/governance committee of The Boston Beer Company, Inc. •Retail - Serves as chief executive officer of Spindrift Beverage Co. Previously served as president and chief executive officer at Peet's Coffee & Tea, Inc., WW International, Inc. and PepsiCo, Inc.

  9. Selected Qualifications and Skills

    | STEFANO CAROTI | | | | Age: 62 Director Since: 2024 | | | | Executive Positions: Chief Executive Officer and President | Public Company Directorships: None | |

  10. Selected Qualifications and Skills

    Mr. Caroti serves as our Chief Executive Officer and President. In September 2024, he was elected to serve as a member of our Board. From April 2023 to July 2024, he served as our Chief Commercial Officer. He was also interim President of HOKA and President of Omni-Channel. Mr. Caroti has over 32 years of industry experience in general management, sales, retail, product, marketing, business strategy and brand management. Prior to joining our Company, Mr. Caroti was the chief commercial officer and managing director at PUMA, from August 2008 to December 2014, where he was responsible for PUMA’s global wholesale, retail and e-commerce divisions and PUMA’s geographic operating regions. Prior to that, he held a number of senior executive positions at NIKE, Inc. in general management, sales, product and marketing, and during his term as vice president of EMEA commerce, he was responsible for the entire wholesale, retail and e-commerce business in the EMEA region. •Industry - Over 33 years of experience in the footwear and apparel industries through various positions at PUMA, NIKE Inc., and our Company. •Premium Branding - Premium branding experience through several senior executive positions at PUMA, NIKE Inc., and our Company. •International - While serving in executive leadership roles at PUMA, NIKE Inc., and our Company, led wholesale, retail, and e-commerce business worldwide. •Supply Chain Management and Retail - Oversaw PUMA's global wholesale, retail and e-commerce divisions and operating regions, and prior to that, was responsible for the entire wholesale, retail, and e-commerce business in the EMEA region while at NIKE, Inc. •Sales and Marketing - Served in several executive marketing positions in leading public companies. •Public Company Executive - Serves as our Chief Executive Officer, and previously served as our Company's Chief Commercial Officer and President of Omni-Channel. Extensive experience as chief commercial officer and managing director at PUMA, as well as several senior executive positions at NIKE, Inc.

  11. Selected Qualifications and Skills

    | NELSON C. CHAN | | | | Age: 64 Director Since: 2014 | | | | Board Committees: Audit & Risk Management Corporate Responsibility, Sustainability & Governance | Public Company Directorships: Synaptics, Inc. (Nasdaq: SYNA) Twist Bioscience Corporation (Nasdaq: TWST) GCT Semiconductor Holding Inc. (NYSE: GCTS) | |

  12. Biographical Information

    Biographical Information Mr. Chan is a private investor and entrepreneur. In March 2024, he was appointed as a director of GCT Semiconductor Holding Inc. (NYSE: GCTS) and serves as a member of the nominating and corporate governance committee. Mr. Chan is a director and member of the nominating and corporate governance and audit committee of Twist Bioscience Corporation (Nasdaq: TWST). He is chair of the board of Synaptics, Inc. (Nasdaq: SYNA) and previously served as a member of the audit committee and nominations and corporate governance committee. He was chair of the board, chair of the compensation committee, member of the audit committee and member of the nominating and corporate governance committee of Adesto Technologies Corporation (Nasdaq: IOTS). From 2016 to 2019, Mr. Chan served as a director and member of the compensation and nominating and governance committees of Socket Mobile, Inc. (Nasdaq: SCKT). From 2006 to 2008, he served as chief executive officer of Magellan Corporation, and from 1992 to 2006, he served in various management positions with SanDisk Corporation. Mr. Chan is also a director of several privately held companies.

  13. Selected Qualifications and Skills

    Selected Qualifications and Skills •Entrepreneurial - Expertise in building technology companies. •High Level of Financial Literacy - Has held numerous senior management positions with leading companies, including chief executive officer at Magellan Corporation. •Public Company Executive - Extensive experience with several leading public and private companies, both as an executive and as a director. •Sales and Marketing - Held key sales, marketing and engineering positions at SanDisk Corporation, Chips and Technologies, Signetics and Delco Electronics. •International - Served as the executive vice president and general manager of consumer business at SanDisk Corporation, a global multi-billion dollar company. •Compliance and Risk Oversight - Currently serves as a member of our Audit & Risk Management Committee and has over 16 years of experience as a corporate director with risk oversight responsibilities. •Technology Infrastructure and Cybersecurity - Extensive experience in technology-based companies including sales, marketing and engineering.

  14. Selected Qualifications and Skills

    | JUAN R. FIGUEREO | | | | Age: 69 Director Since: 2020 | | | | Board Committees: Audit & Risk Management (Chair) | Public Company Directorships: Western Alliance Bancorporation (NYSE: WAL) | |

  15. Selected Qualifications and Skills

    Mr. Figuereo currently serves as a director and is a member of the finance and investment committee and the nominating, corporate governance, and social responsibility committee and is the chair of the audit committee of Western Alliance Bancorporation (NYSE: WAL). From April 2021 to July 2023, he served as a director and chair of the audit committee and member of the nominating and corporate governance committee of Diversey, Inc. (Nasdaq: DSEY). Mr. Figuereo served as the executive vice president and chief financial officer of Revlon (NYSE: REV), a manufacturer and marketer of beauty and personal care products, from 2016 to 2017. From 2012 to 2015, he served as executive vice president and chief financial officer of NII Holdings, Inc. (NASDAQ: NIHD), a wireless communication services provider under the Nextel brand. NII Holdings, Inc. filed for bankruptcy protection in New York, New York on September 15, 2014. From 2009 to 2012, Mr. Figuereo served as executive vice president and chief financial officer of Newell Brands (NYSE: NWL), a global marketer of consumer and commercial products, and from 2007 to 2009 he served as executive vice president and chief financial officer of Cott Corporation (NYSE: PRMW). Mr. Figuereo has also served in senior management positions at Walmart, Inc. (NYSE: WMT) and PepsiCo, Inc. (Nasdaq: PEP). Mr. Figuereo served as a director and chair of the audit committee at PVH Corp. (NYSE: PVH), a leading apparel company with iconic brands such as Calvin Klein and Tommy Hilfiger in its portfolio. Mr. Figuereo is a venture partner with Ocean Azul Partners, LLC, an early stage investments fund based in South Florida. He is a member of the National Association of Corporate Directors and of the Florida Institute of CPAs.

  16. Selected Qualifications and Skills

    Selected Qualifications and Skills •Public Company Executive - Previously served as chief financial officer of several public companies with global footprints, including Revlon and Newell Brands, and held executive leadership roles at Walmart, Inc. and PepsiCo, Inc. •High Level of Financial Literacy - Served as chief financial officer of several public companies and as chair of the audit committee of PVH Corp. Serves as the chair of the audit committee of Western Alliance Bancorporation and previously served as the chair of the audit committee of Diversey Inc. In addition, he serves as a member of the Audit & Risk Management Committee of our Company. Holds a B.B.A. from Florida International University, and previously worked for eight years as a certified public accountant. •International - Significant executive leadership experience supporting global brands with worldwide operations. •Supply Chain Management - Extensive experience in worldwide supply chain operations while in management roles for global companies. •Sales and Marketing; Retail - Served as executive vice president of several global marketers, including Revlon and Newell Brands, and held senior management positions at Walmart, Inc. and PepsiCo, Inc. •Mergers and Acquisitions - Previously served as the vice president in charge of mergers and acquisitions at Walmart, Inc.

  17. Selected Qualifications and Skills

    | PATRICK J. GRISMER | | | | Age: 63 Director Nominee Nominated in: 2025 | | | | Board Committees: Audit & Risk Management Committee (Upon election) | Public Company Directorships: Krispy Kreme, Inc. (NASDAQ: DNUT) | |

  18. Selected Qualifications and Skills

    Mr. Grismer is a director nominee. He is a retired corporate executive following a 36-year career in corporate finance. In June 2025, he was appointed as a director of Krispy Kreme, Inc. (NASDAQ: DNUT) and serves as a member of the audit committee. From September 2022 to May 2025, Mr. Grismer served as a member of the board of Panera Brands (parent company to Panera Bread, Einstein Bros. Bagels and Caribou Coffee) and served as chair of the audit committee during a portion of that time. From November 2018 to February 2021, Mr. Grismer served as the executive vice president and chief financial officer of Starbucks Coffee Company (NASDAQ: SBUX). From March 2016 to November 2018, he served as the executive vice president and chief financial officer of Hyatt Hotels Corporation (NYSE: H). Prior to that, Mr. Grismer spent nearly 14 years at Yum! Brands, Inc. (NYSE: YUM, parent company to KFC, Pizza Hut and Taco Bell) in a number of executive roles, including as chief financial officer. Mr. Grismer also served in various leadership positions at The Walt Disney Company, including chief financial officer at Disney Vacation Club and Vice President of Strategic Planning at The Disneyland Resort. He started his career as a management consultant at PricewaterhouseCoopers. •Premium Branding - Premium branding experience with global consumer-oriented companies, including Starbucks Coffee Company, Hyatt Hotels Corporations and The Walt Disney Company. •International - Significant executive leadership experience supporting global brands with worldwide operations. •High Level of Financial Literacy - Served as chief financial officer of several public companies and as chair of the audit committee of Panera Brands and member of the audit committee of Krispy Kreme, Inc. Holds an MBA in Finance and Marketing from Northwestern University's Kellogg Graduate School of Management and previously worked at PricewaterhouseCoopers. •Supply Chain Management - Extensive experience in worldwide supply chain operations while in executive roles for global companies. •Compliance and Risk Oversight - In addition to leadership roles at several public companies, serves on the board of directors and audit committee of Krispy Kreme, Inc. and has served on the board of directors and chair of the audit committee of Panera Brands, Inc. •Mergers and Acquisitions - Experience in strategic planning and evaluation while at Starbucks Coffee Company, Hyatt Hotels Corporation and Yum! Brands, Inc. •Public Company Executive - Extensive experience with several leading public and private companies as an executive.

  19. Selected Qualifications and Skills

    | MAHA S. IBRAHIM | | | | Age: 54 Director Since: 2021 | | | | Board Committees: Corporate Responsibility, Sustainability & Governance Committee (Following Annual Meeting) | Public Company Directorships: None | |

  20. Biographical Information

    Biographical Information Ms. Ibrahim is currently a general partner of Canaan Partners, an early stage venture capital firm, where she has worked since March 2000. Prior to joining Canaan Partners, from 1998 to 2000 she served as vice president of e-business at Qwest Communications, where she architected the company’s e-business strategy and spearheaded the redesign of Qwest.com, and previously served as Qwest Communication’s vice president of business development. From 2012 through 2020, Ms. Ibrahim served as a member of the board of directors of The RealReal, Inc. (Nasdaq: REAL), an online brick-and-mortar marketplace for authenticated luxury consignment, providing leadership to the company through its 2019 initial public offering. Ms. Ibrahim currently serves on the boards of directors of a number of private innovative enterprise and consumer companies. Further, she has served as a trustee for the Carnegie Endowment for International Peace, a foreign policy think tank, since 2017.

  21. Selected Qualifications and Skills

    Selected Qualifications and Skills •Industry - Extensive experience in the apparel industry through her experience on the board of The RealReal, Inc., a sustainable luxury company that promotes the re-circulation of products across the multi-billion dollar fashion industry. •Premium Branding - Premium branding experience in the luxury consignment business during her time as a director of RealReal, Inc. •Consumer Technology/Big Data - Served as vice president of e-business at Qwest Communications. •Sales and Marketing; Retail - Served as vice president of business development at Qwest Communications. •Technology Infrastructure and Cybersecurity - Extensive experience in wireless and telecommunications industries. •Mergers and Acquisitions - Experience with mergers and acquisitions while serving as general partner of Canaan Partners. •Corporate Responsibility - Served on the board of The RealReal, Inc. and experience serving on the board of a private luxury brand company that has implemented a sustainability program and related initiatives.

  22. Selected Qualifications and Skills

    | VICTOR LUIS | | | | Age: 58 Director Since: 2020 | | | | Board Committees: Talent & Compensation (Chair) | Public Company Directorships: None | |

  23. Biographical Information

    Biographical Information Mr. Luis previously served as a director and member of the audit committee and chair of the nominating and corporate governance committee of FarFetch Limited (NYSE: FTCH). He served as the chief executive officer and on the board of directors of Tapestry, Inc. (formerly known as Coach, Inc.) (NYSE: TPR) from 2014 to 2019, where he led the company’s transformation into Tapestry Inc., a New York-based house of modern luxury brands including Coach, Kate Spade and Stuart Weitzman. Mr. Luis joined Coach, Inc. in 2006 as president and chief executive officer of Coach Japan. He rapidly assumed additional leadership responsibilities across Asia and Europe, becoming chief commercial officer of Coach, Inc. in 2013 and chief executive officer in 2014. Prior to joining Coach, Inc., from 2002 to 2006, Mr. Luis was president and chief executive officer of Baccarat, Inc., where he ran the North American operation of the French luxury brand. Mr. Luis joined the Moët-Hennessy Louis Vuitton Group in 1995, ultimately advancing to president and chief executive officer of its subsidiary, Givenchy, Japan Incorporated, before leaving in 2002.

  24. Selected Qualifications and Skills

    Selected Qualifications and Skills •International - Significant experience in managing multi-national teams while at Coach, Inc. and Moët-Hennessy Louis Vuitton Group. •Retail - Previously served as chief executive officer of several global luxury retailers. •Premium Branding - Premium global branding experience spanning over two decades as chief executive officer of Tapestry, Inc., overseeing its modern luxury brands, and as chief executive officer of Baccarat, Inc. and Givenchy, Japan Incorporated. •Industry - Experience in footwear, apparel and accessories while serving on the board of Tapestry, Inc. with the brands Coach, Kate Spade and Stuart Weitzman. •Public Company Executive - Executive management experience, including service as chief executive officer of publicly traded companies.

  25. Selected Qualifications and Skills

    | LAURI M. SHANAHAN | | | | Age: 62 Director Since: 2011 | | | | Board Committees: Audit & Risk Management Corporate Responsibility, Sustainability & Governance | Public Company Directorships: Treasury Wine Estates Limited (ASX: TWE) CAVA Group, Inc. (NYSE: CAVA) | |

  26. Selected Qualifications and Skills

    Ms. Shanahan has over 26 years of senior-level experience in retail, consumer products and hospitality, ranging from global, multi-channel, multi-brand enterprises to small and mid-cap growth companies. In June 2023, she joined the board of directors and is the chair of the people, culture and compensation committee and a member of the nominating, governance and sustainability committee of CAVA Group Inc. (NYSE: CAVA), a national, Mediterranean fast casual restaurant chain and consumer products brand. She serves on the board of directors, and is the chair of the human resources committee and a member of the nominations committee of Treasury Wine Estates Limited (ASX: TWE), a vertically integrated global wine business with over 70 brands. She joined Gap Inc. in 1992 and served in numerous leadership roles, including chief administrative officer and chief legal officer, during her 16-year career with the company. Since then, she has served as a principal of Maroon Peak Advisors, a consumer products and retail consulting firm. •Public Company Executive - Joined Gap Inc. in 1992 and served for 16 years in numerous leadership roles including chief administrative officer, chief legal officer and corporate secretary and chair of the foundation board. Gap Inc. is a leading global specialty retailer offering clothing, footwear, accessories, and personal care products for men, women, children, and babies under the Gap, Banana Republic, Old Navy, and Athleta brands. •International - Directly involved in global brand development, supply chain and worldwide operations while at Gap Inc. and as a director and consultant. •Supply Chain Management and Retail - Involved in retail, franchise, online licensing and other distribution channels, as well as sourcing and supply chain, while at Gap Inc. and as a consultant. •Sales and Marketing - Acquired sales and marketing experience throughout her career at Gap Inc. and as director and consultant. •Industry - Experience in footwear, apparel and accessories at Gap Inc., Charlotte Russe Holdings, Inc. and through consulting firm. •Premium Branding - Premium and luxury branding experience at Gap Inc., through serving on the board of Treasury Wine Estates Limited and through retail consulting firm. •Compliance and Risk Oversight - In addition to other leadership roles at Gap Inc., served as chief compliance officer and chief legal officer, overseeing the global corporate risk committee, as well as the global governance and compliance organization. •Corporate Responsibility - While at Gap Inc., led development and oversight of global strategy, organization and execution of comprehensive social and environmental programs involving product development, supply chain, stakeholder engagement and employee and consumer-facing initiatives. Was president of Gap Inc. Foundation and also led government affairs and public policy.

  27. Selected Qualifications and Skills

    | BONITA C. STEWART | | | | Age: 68 Director Since: 2014 | | | | Board Committees: Corporate Responsibility, Sustainability & Governance (Chair) Talent & Compensation | Public Company Directorships: PagerDuty, Inc. (NYSE: PD) | |

  28. Fiscal Year 2025 Executive Compensation Highlights

    Fiscal Year 2025 Executive Compensation Highlights The compensation program for fiscal year 2025 was generally similar to prior years in terms of its primary objective, overarching philosophy, core compensation elements, and key governance features. The primary elements of our fiscal year 2025 executive compensation program were: •Base salaries; •Annual cash incentive awards (2025 Annual Cash Incentive Awards); •Time-based restricted stock units (2025 Time-Based RSUs); and •Long-term incentive plan performance-based stock units (2025 LTIP PSUs). The following table sets forth the key components of our executive compensation program for fiscal year 2025, and the underlying philosophy and considerations that provide the basis for our compensation decisions:

  29. Fiscal Year 2025 Executive Compensation Highlights

    | COMPENSATION HIGHLIGHTS | PHILOSOPHY AND CONSIDERATIONS | | Successful leadership succession with no special compensation awards | • As part of a multi-year succession process, Mr. Powers retired as Chief Executive Officer and President in August 2024. Mr. Caroti succeeded Mr. Powers in both roles, and in September 2024, was elected to our Board. The succession was executed without paying special onboarding or severance awards, or providing for any accelerated vesting of equity awards, underscoring our disciplined pay-for-performance philosophy. | | Strong pay-for-performance alignment | • A significant portion of the overall compensation opportunity for our NEOs was structured as performance-based compensation tied directly to the achievement of Company financial and operational performance objectives established by the Committee. • Our compensation opportunity is designed to align the interests of our NEOs with those of our stockholders and encourage the achievement of strategic objectives that the Committee believes are critical to our long-term success. | | Performance metrics closely aligned with strategic objectives | • In light of our strategic focus on increasing revenue, enhancing profitability and creating long-term stockholder value, consistent with prior years, the Committee selected: (i) consolidated operating income and revenue for all NEOs (and business unit operating income and revenue targets for certain executives with business unit oversight responsibilities) as the performance metrics to determine the level of achievement with respect to the 2025 Annual Cash Incentive Awards, and (ii) “pre-tax income” and consolidated revenue for each of fiscal years 2025, 2026 and 2027 (three-year performance period) as the performance metrics to determine the level of achievement with respect to the 2025 LTIP PSUs. | | Balanced mix of performance metrics and measurement periods with focus on long-term performance-based vesting | • By establishing a combination of performance metrics over one- and three-year periods, our compensation program encourages healthy and sustained growth across our business, and mitigates an undue focus on any single metric or timeframe. • For fiscal year 2025, approximately 60% of the value of the equity awards granted vest based on the achievement of Company performance conditions and the remainder vest over a long-term service period to encourage executive retention. | | Reference to a "median" pay philosophy | • In establishing fiscal year 2025 total compensation opportunities for our NEOs, the Committee considered pay practices within our peer group selected with the assistance of our independent compensation consultant. The Committee generally assesses target total compensation opportunity with reference to the peer-group median to ensure our compensation program remains competitive in the marketplace while mitigating compensation-related risks. | | Use of long-term performance-based vesting for LTIP awards | • The 2025 LTIP PSU vesting is based on the achievement of pre-determined profitability and revenue metrics assessed each year over the three-year performance period. • The vesting of each LTIP award is also subject to positive or negative adjustment based upon the application of a TSR modifier, thereby correlating the vesting of the award to both total and relative stockholder returns. | | 2025 Annual Cash Incentive Award payout results based on strong financial and operational results | • As a result of our strong financial and operational results, the 2025 Annual Cash Incentive Awards, which covered the one-year performance period ended March 31, 2025, were paid out at 147%, 200%, and 200% of target for HOKA, Fashion Lifestyle, and corporate components, respectively. • The Committee incorporated an ESG modifier into the 2025 Annual Cash Incentive Awards, which are subject to positive or negative adjustment based upon the achievement of our ESG initiatives. | | 2023 LTIP PSU vesting results based on exceptional performance | • The 2023 LTIP PSUs, which covered the three-year performance period ended March 31, 2025, were paid out at 200% of target. This outcome reflected awards being earned at the maximum level based on exceptional financial and operational performance, taking into account our outstanding total stockholder return on an absolute and relative basis. |

  30. Fiscal Year 2025 Executive Compensation Highlights

    | Continued focus on executive retention | • While we seek to develop our executive compensation program so it closely aligns with our pay-for-performance philosophy and rewards achievement of performance goals, this objective must complement other critical objectives, including the retention of key executives. | | Consideration of peer group data and advice of our independent compensation consultant | • We consider peer group compensation data in making executive compensation decisions, including with respect to both the target level of compensation and the overall structure of our executive compensation program. • Our independent compensation consultant provides us with information on competitive pay practices and trends in our industry and makes recommendations regarding the design and structure of our compensation program, as well as the formulation of our peer group. |

  31. Pay-for-Performance Alignment

    Pay-for-Performance Alignment For fiscal year 2025, fixed pay for our Chief Executive Officer (comprised of base salary) represented only 13% of his total target compensation opportunity for the year, while performance-based pay represented 87% of his total target compensation. The performance-based pay opportunities reflect a combination of the target value of the 2025 Annual Cash Incentive Awards, the target value of the 2025 LTIP PSUs, and the value of the 2025 Time-Based RSUs, which the Committee believes is appropriate to designate as such because receipt of the full value of the RSUs is at risk since vesting is conditioned upon continued employment over an extended period of time, and the final value is subject to fluctuation based on the value of our stock. The graphic below illustrates the amount of performance-based pay opportunity (calculated based on target value) versus fixed pay for our Chief Executive Officer for fiscal year 2025, as well as the breakdown of our various components of the compensation program on a percentage basis. While the graphic addresses the relative mix of compensation for our Chief Executive Officer, the compensation opportunities for our other NEOs reflect a similarly strong weighting of performance-based compensation to fixed compensation, further confirming pay-for-performance alignment across our executive leadership team.

  32. Governance Practices that Support Our Compensation Philosophy

    | GOVERNANCE PRACTICE | | WHAT WE DO | | Independent Directors | ☑ | All of the members of our Board, other than our President and Chief Executive Officer, are independent directors under applicable NYSE rules. | | Independent Talent & Compensation Committee | ☑ | The Committee consists entirely of independent directors who meet the independence standards set forth in applicable SEC and NYSE rules. | | Independent Compensation Consultant | ☑ | The Committee has retained, and routinely consults with, an independent compensation consultant who assists the Committee in gathering competitive pay data, selecting our peer group, and structuring our executive compensation program. The decision to engage the consultant was made solely by the Committee and the consultant reports directly to the Committee. | | Compensation Risk Assessment | ☑ | The Committee performs an annual review of the risks related to our compensation practices. | | Frequency of "Say-on-Pay" Vote | ☑ | We provide our stockholders the opportunity to approve, on a non-binding advisory basis, the compensation of our NEOs on an annual basis as this affords our stockholders the ability to provide routine feedback, which we actively consider in formulating our compensation program. | | Clawback and Forfeiture Policy | ☑ | We maintain a Clawback and Forfeiture Policy that applies to our cash and equity incentive awards, contributing to a Company culture that emphasizes integrity and accountability in financial reporting. | | Stock Ownership Guidelines | ☑ | We maintain stock ownership guidelines for our executive officers and directors. Each of our officers and directors is in compliance with the guidelines. | | No Insider Trading, Hedging and Pledging | ☑ | We maintain an Insider Trading Policy that specifically prohibits directors, executive officers and employees from insider trading, hedging or pledging Company securities, or adopting similar practices. The Insider Trading Policy also places certain additional restrictions on and requirements for trading by insiders. | | Equity Grant Practices | ☑ | We have adopted a Share-Based Grant Policy, which establishes guidelines for our equity award grant practices. The guidelines provide that we will seek to issue all grants during open trading windows, and regardless we will only make grants at a time when we are not in possession of material nonpublic information. | | "Double Trigger" Vesting Provisions | ☑ | Our equity awards include "double-trigger" vesting provisions under which the awards will only vest in the event of a change in control followed by a qualifying termination of employment. | | No Tax Gross Ups | ☑ | Our change in control and severance agreements do not provide for excise tax gross up payments. | | No Repricing of Awards | ☑ | Our equity incentive plan explicitly prohibits the repricing of equity awards. No repricing of awards will occur without the approval of our stockholders. | | No Dividends on Unvested Equity Awards | ☑ | Our equity incentive plan does not provide for the payment of dividends or dividend equivalents on unvested equity awards. | | No Excessive Benefits or Perquisites | ☑ | We limit executive benefits and perquisites to those with a clear business rationale and we regularly review for market alignment. |

  33. Governance Practices that Support Our Compensation Philosophy

    | COMPENSATION CONSULTANT AND PEER GROUP |

  34. Compensation Consultant

    Compensation Consultant The Committee receives assessments and advice regarding our compensation practices and philosophy from its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook). FW Cook provides information on competitive pay practices and trends in our industry, and makes recommendations regarding the formulation of our peer group, as well as the design and structure of our compensation program. The Committee meets regularly with FW Cook throughout the year, carefully reviews and assesses the materials provided by FW Cook, and engages in thorough deliberations with FW Cook and management regarding our executive compensation program. While we are not obligated to retain an independent compensation consultant, the Committee believes the use of an independent consultant provides additional assurance that our executive compensation program is attractive and competitive in the marketplace, consistent with peer group practices and broader market conditions, aligned with our strategic objectives, and reflective of our executive compensation philosophy. In accordance with applicable SEC rules, the Committee took various factors into consideration when selecting FW Cook, which it believes are relevant to its independence as a compensation consultant, including those required by regulation. Furthermore, FW Cook does not provide any services to us or our management, other than those provided to the Committee. Following the consideration of these factors, and such additional factors as the Committee deemed appropriate under the circumstances, the Committee made an affirmative determination that FW Cook is independent and unanimously approved the engagement of FW Cook. The decision to engage FW Cook was made by the Committee, and FW Cook reports directly to the Committee. While members of our management regularly communicate with representatives of FW Cook, our management did not recommend the engagement of FW Cook in any capacity for fiscal year 2025 (or any prior year) and does not direct or oversee the retention or termination of, or scope of the services provided by, FW Cook with respect to our executive compensation program.

  35. Peer Group

    Peer Group In making compensation decisions for fiscal year 2025, the Committee compared the aggregate compensation opportunity, as well as each element of compensation, against a peer group of publicly traded footwear, apparel, accessories and lifestyle brand companies that was recommended by FW Cook and approved by the Committee. Our peer group is generally comprised of companies against which we compete for executive talent and stockholder investment, are in related businesses or industries, and are otherwise similar to us based on a number of characteristics identified by the Committee. Our peer group is reviewed at least annually by the Committee with support from FW Cook. In particular, when selecting our peer group, the Committee considers the characteristics set forth in the chart below. For fiscal year 2025, the Committee approved the same peer group used in fiscal year 2024 based on consideration of the various characteristics discussed above. While no single company in our Peer Group is necessarily similar to us with respect to all of the identified characteristics, taken together the Committee believed that these companies provided strong comparative analogs to our overall size and business model at the time the Peer Group was reviewed and approved. Our peer group for fiscal year 2025, which we refer to as our Peer Group, consisted of the following 20 companies:

  36. Peer Group

    | FISCAL YEAR 2025 PEER GROUP | | | | | • Capri Holdings Limited | • Hanesbrands Inc. | • RH | • Under Armour, Inc. | | • Carter's, Inc. | • Levi Strauss & Co. | • Skechers U.S.A., Inc. | • Urban Outfitters, Inc. | | • Columbia Sportswear Company | • Lululemon Athletica Inc. | • Steve Madden, Ltd. | • V.F. Corporation | | • Crocs, Inc. | • PVH Corp. | • Tapestry, Inc. | • Williams-Sonoma, Inc. | | • Foot Locker, Inc. | • Ralph Lauren Corporation | • Ulta Beauty, Inc. | • Wolverine World Wide, Inc. |

  37. Peer Group

    For fiscal year 2026, the Committee approved an updated peer group based on consideration of the various factors and characteristics discussed above. In particular, changes were made to the peer group to reflect the relatively greater size and complexity of our organization compared to the prior year taking into account metrics such as revenue and market capitalization. Our peer group for fiscal year 2026 consists of the following 20 companies:

  38. Peer Group

    | FISCAL YEAR 2026 PEER GROUP | | | | | • Abercrombie & Fitch Management Co. (1) | • Estee Lauder Companies, Inc. (1) | • Ralph Lauren Corporation | • Ulta Beauty, Inc. | | • Capri Holdings Limited | • Foot Locker, Inc. | • RH | • Under Armour, Inc. | | • Columbia Sportswear Company | • Levi Strauss & Co. | • Skechers U.S.A., Inc. | • Urban Outfitters, Inc. | | • Crocs, Inc. | • Lululemon Athletica Inc. | • Steve Madden, Ltd. | • V.F. Corporation | | • Dick's Sporting Goods, Inc. (1) | • PVH Corp. | • Tapestry, Inc. | • Williams-Sonoma, Inc. |

  39. Peer Group

    (1) For reference, the fiscal year 2026 peer group was updated to include these companies. The companies Carter's Inc., Hanesbrands Inc. and Wolverine World Wide, Inc. were removed due to changes in industry relevance.

  40. Use of Peer Group in Setting Executive Compensation

    Use of Peer Group in Setting Executive Compensation As part of its effort to ensure our executive compensation program is attractive and competitive in the marketplace, the Committee regularly reviews compensation data from our Peer Group provided by FW Cook. Peer Group compensation data is generally used as an initial starting point in making compensation decisions for our executives, including with respect to both the target level of compensation for each individual executive and the overall structure of our executive compensation program. In addition, in order to gain perspective on overall market trends and practices, the Committee regularly reviews data from broad-based compensation surveys. Consistent with prior years, in setting the target compensation opportunity for each executive for fiscal year 2025, as well as reviewing individual elements of compensation, the Committee focused on assessing the median pay of our Peer Group. Although an assessment of Peer Group compensation data is a significant factor in the Committee’s evaluation of compensation decisions, the Committee also considers a variety of additional factors, including the tenure, experience, level of responsibility and individual performance of each executive, recent and projected Company performance, retention considerations, general industry practices and economic conditions. Accordingly, the Committee retains discretion to set both the total compensation opportunity and individual elements of compensation as it deems appropriate.

  41. Use of Peer Group in Setting Executive Compensation

    | ELEMENTS OF FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM |

  42. Use of Peer Group in Setting Executive Compensation

    The following table provides summary information regarding the key elements of our fiscal year 2025 executive compensation program:

  43. Use of Peer Group in Setting Executive Compensation

    | COMPENSATION ELEMENT | FIXED V. PERFORMANCE-BASED / AT RISK | CASH V. EQUITY | | Base Salary | Fixed | Cash | | 2025 Annual Cash Incentive Awards | Performance-Based / At Risk (Short-Term Company Performance Conditions) (ESG Modifier) | Cash | | 2025 Time-Based RSUs | Performance-Based / At Risk (Long-Term Time-Based Vesting) | Equity (40% of total equity compensation) | | 2025 LTIP PSUs | Performance-Based / At Risk (Long-Term Performance-Based Vesting) (TSR Modifier) | Equity (60% of total equity compensation) | | Employee Benefits | Fixed | Other |

  44. 2025 Annual Cash Incentive Awards

    2025 Annual Cash Incentive Awards The following table provides summary information regarding the 2025 Annual Cash Incentive Awards granted to our NEOs during fiscal year 2025:

  45. 2025 Annual Cash Incentive Awards

    | COMPENSATION ELEMENT 2025 ANNUAL CASH INCENTIVE AWARDS | | | | | Compensation | Description | Performance Conditions/ Vesting Provisions | Pay-for-Performance | | • Performance-Based (Short-Term Company Performance Conditions) • Cash | • Short-term Company performance conditions based on Committee-approved annual metrics derived from our annual strategic plan. • Pay based on achievement of threshold, target and maximum Company financial performance levels to reward achievement and strike appropriate balance between compensation incentives and risks. • The "target" performance condition level is typically in line with the level of Company performance projected for each metric based on the annual budget. • The "target" performance levels typically reflect an increase to actual performance for the prior fiscal year. • All NEOs have operating income and revenue-based performance metrics to reflect a continued focus on profitability and top line growth, and to ensure our compensation program encourages healthy and sustained growth across our business. • The Committee incorporated an ESG modifier for fiscal year 2025. | • Target bonus set as percentage of base salary. • Actual bonus payout is based on achievement of fiscal year 2025 consolidated operating income and consolidated revenue targets for all NEOs (and business unit operating income and revenue targets for certain executives with business unit oversight responsibilities). • The Committee assigned relative weighting to each component, which is expressed as a percentage of the target cash incentive amount. • For threshold performance, 50% of the cash incentive related to that component would be earned. For target performance, 100% would be earned. For maximum performance, 200% would be earned. • Achievement below threshold levels results in no payout. To the extent Company financial performance is achieved above the threshold levels, the bonus payout that will be earned from the threshold to the target, and from the target to the maximum, will increase as determined by linear interpolation. • The ESG modifier was designed to impact payouts within the range of +10% to -10%, and highlights our efforts to drive accountability for achievement of our ESG initiatives. •Total payout opportunity is capped at 200%, regardless of the impact of the ESG modifier. | • The achievement of operating income targets for fiscal year 2025 for our HOKA, Fashion Lifestyle, and consolidated operating income components was 103%, 200%, and 200%, respectively. • The achievement of revenue targets for fiscal year 2025 for our HOKA, Fashion Lifestyle, and consolidated revenue components was 118%, 181%, and 150%, respectively. • The Committee determined that the ESG modifier was achieved at the +8% level. • As a result of this performance, 2025 Annual Cash Incentive Award payments of 147%, 200%, and 200% of base salary were earned by the NEOs for our HOKA, Fashion Lifestyle and consolidated components, respectively (inclusive of the impact of the ESG modifier). • Additional information regarding the determination of the target cash incentive amount and the calculation of the actual 2025 Annual Cash Incentive Awards for each NEO is provided below. |

  46. 2025 Annual Cash Incentive Awards

    Target Cash Incentive Amount The Committee establishes a target amount of annual cash incentive compensation for each NEO, which is expressed as a percentage of base salary. The percentage is determined by the Committee by reference to a number of factors, including tenure, experience and level of responsibility, Peer Group benchmarking data, recent individual performance, our recent and projected financial performance, retention considerations and general industry practices. Further, the target cash incentive amount is prorated to reflect any base salary adjustments throughout the full fiscal year so that the target amount reflects actual base salary earned. Performance Relative to Targets The following table summarizes the performance conditions for the 2025 Annual Cash Incentive Awards (components), the relative weighting of each component for each NEO; the threshold, target and maximum performance levels established by the Committee for each component; and the actual payout percentage for each component:

  47. 2025 Annual Cash Incentive Awards

    | COMPONENT | RELATIVE WEIGHT FOR EACH NEO | THRESHOLD PERFORMANCE | TARGET PERFORMANCE | MAXIMUM PERFORMANCE | PAYOUT(1) | | Consolidated Operating Income | • 70% for Messrs. Caroti, Fasching and Garcia • 30% for Ms. Spangenberg and Spring-Green | $845.9 million | $939.8 million | $1,127.8 million | 200% | | Consolidated Revenue | • 30% for Messrs. Caroti, Fasching and Garcia | $4,369.6 million | $4,749.5 million | $5,224.5 million | 150% | | Business Unit Operating Income | • 40% for Ms. Spangenberg (Fashion Lifestyle) | $769.4 million | $854.9 million | $1,025.9 million | 200% | | | • 40% for Ms. Spring-Green (HOKA) | $790.1 million | $877.8 million | $1,053.4 million | 103% | | Business Unit Revenue | • 30% for Ms. Spangenberg (Fashion Lifestyle) | $2,208.8 million | $2,400.9 million | $2,641 million | 181% | | | • 30% for Ms. Spring-Green (HOKA) | $2,001.1 million | $2,175.1 million | $2,501.3 million | 118% |

  48. 2025 Annual Cash Incentive Awards

    (1) Payout percentages reflect the level of payout achieved for each component of the 2025 Annual Cash Incentive Award. Payout amounts based on achievement between threshold and target levels, or between target and maximum levels, are determined by linear interpolation. Achievement below threshold levels results in no payout. Payouts calculated based on our reportable operating segments at the time such targets were approved by the Committee. ESG Modifier In fiscal year 2025, the Committee incorporated an ESG modifier for the 2025 Annual Cash Incentive Awards, which was designed to result in an increase or decrease in the amount of the awards based on the level of achievement. The ESG modifier was aligned with three key pillars: culture and employee engagement (40% weight); belonging and inclusion (40% weight); and the environment (20% weight). The Committee determined that the ESG modifier was achieved at the +8% level, which was applied to the final payout of the 2025 Annual Cash Incentive Awards. Calculation of Total Payout The amount of cash incentive compensation actually earned by each NEO with respect to the 2025 Annual Cash Incentive Awards (total payout) is calculated by multiplying each NEO's relative weight for each component by the percentage of target earned for each component (using linear interpolation), resulting in an overall weighted achievement percentage, and multiplying the target cash incentive amount by the weighted achievement percentage, resulting in the payout amount for each component. The payout for each component is added and the sum is then adjusted based on the ESG modifier percentage. The total payout is capped at 200% for each NEO regardless of the level of achievement with respect to each component or the impact of the ESG modifier. For fiscal year 2025, each NEO earned a bonus payout equal to 200% of target based on the combined results. The calculation of total payout for each NEO is illustrated by the table below:

  49. 2025 Annual Cash Incentive Awards

    | NAME | TARGET % OF SALARY | COMPONENT | RELATIVE WEIGHT OF COMPONENT | % OF TARGET EARNED FOR COMPONENT | OVERALL WEIGHTED ACHIEVEMENT (BEFORE ESG MODIFIER) | TARGET CASH INCENTIVE AMOUNT | PAYOUT FOR EACH COMPONENT | % OF ESG MODIFIER EARNED | TOTAL PAYOUT | | Stefano Caroti | 100% | Consolidated Operating Income | 70% | 200% | 185% | $1,119,616 | $2,052,055 | 8% | $2,927,198 | | | | Consolidated Revenue | 30% | 150% | | $479,836 | $658,314 | | | | Steven J. Fasching | 100% | Consolidated Operating Income | 70% | 200% | 185% | $588,282 | $1,176,564 | 8% | $1,678,335 | | | | Consolidated Revenue | 30% | 150% | | $252,121 | $377,450 | | | | Anne Spangenberg | 100% | Consolidated Operating Income | 30% | 200% | 194% | $232,882 | $465,764 | 8% | $1,552,548 | | | | Fashion Lifestyle Operating Income | 40% | 200% | | $310,510 | $621,019 | | | | | | Fashion Lifestyle Revenue | 30% | 181% | | $232,882 | $422,472 | | | | Thomas Garcia | 75% | Consolidated Operating Income | 70% | 200% | 185% | $353,073 | $706,147 | 8% | $1,007,298 | | | | Consolidated Revenue | 30% | 150% | | $151,317 | $226,537 | | | | Robin Spring-Green | 75% | Consolidated Operating Income | 30% | 200% | 137% | $137,027 | $274,054 | 8% | $673,597 | | | | HOKA Operating Income | 40% | 103% | | 182,702 | 188,257 | | | | | | HOKA Revenue | 30% | 118% | | $137,027 | $161,390 | | |

  50. 2025 Time-Based Restricted Stock Units

    2025 Time-Based Restricted Stock Units The following table provides summary information regarding the 2025 Time-Based RSUs granted to our NEOs during fiscal year 2025:

  51. 2025 Time-Based Restricted Stock Units

    | COMPENSATION ELEMENT 2025 TIME-BASED RSUs | | | | | Compensation | Description | Performance Conditions/ Vesting Provisions | Pay-for-Performance | | • Performance-Based (Long-Term Time-Based Vesting) . • Approximately 40% of total equity compensation to encourage executive retention | • Balance performance-based vesting compensation with time-based vesting compensation to properly manage our compensation-related risk. • Primarily used for retention of our executives based on long-term service-based vesting condition. • Equity awards with time-based vesting are customary based on a review of pay practices among our Peer Group and within the marketplace generally. | • 2025 Time-Based awards vest in three equal installments over three years commencing August 15, 2025. | • Our NEOs are at risk of not receiving the full value of these awards because vesting is conditioned upon continued employment over an extended period of time and their value is subject to fluctuation based on the value of our stock. • The Committee expects a majority of equity awards to continue to have performance-based vesting conditions. |

  52. 2025 Long-Term Incentive Plan Performance-Based Stock Units

    2025 Long-Term Incentive Plan Performance-Based Stock Units The following table provides summary information regarding the 2025 LTIP PSUs granted to our NEOs during fiscal year 2025:

  53. 2025 Long-Term Incentive Plan Performance-Based Stock Units

    | COMPENSATION ELEMENT 2025 LTIP PSUs | | | | | Compensation | Description | Performance Conditions/ Vesting Provisions | Pay-for-Performance | | • Performance-Based (Long-Term Performance-Based Vesting) • Approximately 60% of total equity compensation to ensure a majority of our compensation opportunity is based on achievement of performance-based vesting conditions | • Company performance conditions based on Committee-approved metrics derived from our three-year long-range strategic plan approved at the beginning of the performance measurement period. • Pre-tax income and consolidated revenue were selected as the performance conditions because they support our focus on profitability and revenue growth as key strategic initiatives and align executives’ interests with the execution of our long-range plan. • Reliance on multiple performance-based vesting conditions strikes appropriate balance between compensation incentives and risks. | • 50% of each award will vest subject to the achievement of annual pre-tax income targets measured in fiscal years 2025, 2026 and 2027. • 50% of each award will vest subject to the achievement of an annual consolidated revenue target measured in fiscal years 2025, 2026 and 2027. • While we measure performance annually over the three-year period, the goals for each fiscal year are established at the beginning of the performance measurement period. We believe this approach creates appropriate alignment with stockholders while also helping to address challenges with goal-setting inherent within a high-growth organization. • No vesting of any portion of the award will occur if we fail to achieve the pre-established minimum revenue and pre-tax income thresholds. To the extent our financial performance is achieved above the threshold amounts, the number of LTIP PSUs that will vest from the threshold to the target, and from the target to the maximum, will increase as determined by linear interpolation. • The TSR modifier was designed to impact payouts within the range of +25% to -25% based on our TSR relative to the TSR of a predetermined set of peer group companies. • The executive must provide continued service through the vesting date. | • Vesting of these awards is dependent on achievement of profitability and consolidated revenue targets that are established by the Committee at the beginning of the measurement period and are consistent with achievement of our strategic objectives. • Vesting is subject to adjustment based upon the application of a TSR modifier, thereby correlating the vesting of the awards to both total and relative stockholder returns. |

  54. 2025 Long-Term Incentive Plan Performance-Based Stock Units

    Total Stockholder Return (TSR) Modifier The 2025 LTIP PSU awards earned are subject to upward or downward adjustment based on the application of a TSR modifier. The amount of the adjustment will be determined based upon a comparison of Company TSR relative to the TSR of a pre-determined set of peer group companies for the 36-month performance period commencing on April 1, 2024 and ending on March 31, 2027. For purposes of this modifier, the peers consist of the same companies included in the compensation Peer Group, plus two additional companies, Nike, Inc. and Adidas AG, as deemed appropriate by the Committee. Company TSR relative to that of the TSR peer group (Peer Group TSR) is calculated and expressed as a percentile. The number of 2025 LTIP PSUs that are subject to vesting will be adjusted based on this percentile as set forth in the table:

  55. 2025 Long-Term Incentive Plan Performance-Based Stock Units

    | Company TSR Relative to Peer Group TSR (Percentile) | TSR Modifier (Multiplier) | | ≥75th | 125% | | 55th | 100% (no modification) | | ≤25th | 75% |

  56. 2025 Long-Term Incentive Plan Performance-Based Stock Units

    The number of LTIP PSUs that will vest from the 25th percentile to the 55th percentile, and from the 55th percentile to the 75th percentile, will increase as determined by linear interpolation. The TSR modifier may not exceed 125% regardless of the Company's absolute or relative TSR performance. Notwithstanding the foregoing, in the event that Company TSR is greater than or equal to the 55th percentile relative to the Peer Group TSR, but Company TSR is a negative amount, the TSR modifier will not be applied (the number of RSUs to be vested will not be increased as a result of the TSR multiplier). In addition, regardless of Company TSR relative to the Peer Group TSR, the maximum number of 2025 LTIP PSUs that will vest will not exceed 200% of the target amount. The Committee believes these guardrails are appropriate for balancing the desire to use the TSR modifier to align the interests of executives with those of our stockholders while also mitigating compensation-related risk.

  57. Severance and Change-in-Control Provisions

    Severance and Change-in-Control Provisions The following table provides summary information regarding the severance and change in control provisions in our severance agreements and equity award agreements:

  58. Severance and Change-in-Control Provisions

    | COMPENSATION ELEMENT SEVERANCE AND CHANGE IN CONTROL PROVISIONS | | | | Compensation | Considerations | Terms | | • Standard severance benefits in the event of a termination of employment upon the occurrence of certain events. | • "Double-trigger" provisions in equity award agreements preserve morale and productivity, encourage executive retention in the face of the potentially disruptive impact of a change in control transaction, and reflect a sound governance practice. • Value of potential payments takes into account the expected time it takes a separated executive to find a similar position. • Typical component of a competitive executive compensation program for executives based on a review of pay practices among our Peer Group and within the marketplace generally. | Change in Control and Severance Agreements: • Provide for certain cash payments, vesting of certain equity awards and benefit reimbursement, in the event there is a termination of employment upon the occurrence of certain events, including upon a change in control transaction. Equity Award Agreements: • Provide for accelerated vesting of awards upon a corporate transaction if the executive is terminated by the acquiring or successor entity in connection with the transaction under specified circumstances. In addition, vesting of awards will be accelerated in full if the acquiring entity does not agree to provide for the assumption or substitution of the awards. LTIP PSUs only subject to accelerated vesting at target level. • Certain awards provide for continued or pro rata vesting in connection with a termination of employment upon death or disability, or retirement, subject to certain conditions. |

  59. Severance and Change-in-Control Provisions

    Please refer to the section of this Proxy Statement titled "—Potential Payments upon Termination or Change in Control" for additional information about the severance and change in control provisions applicable to our NEOs.

  60. Severance and Change-in-Control Provisions

    | OTHER COMPENSATION CONSIDERATIONS |

  61. Compensation Risk Assessment

    Compensation Risk Assessment The Committee is responsible for reviewing the payments that may be made and the value that may be received from our compensation program for all employees, including our NEOs, to assess whether the program encourages excessive or unnecessary risk-taking or otherwise is likely to have a material adverse effect on us. The Committee conducts a compensation risk analysis at least annually, but also takes into account compensation-related risks each time it grants compensation awards throughout the fiscal year. In conducting these assessments, the Committee considers a number of factors including the following: •Our compensation program consists of elements that provide both fixed and performance-based compensation, and the Committee reviews these elements and the relative mix annually. •Our Peer Group and industry compensation data is reviewed regularly to ensure our compensation program is appropriate and competitive. •We use comparative Peer Group Data in order to assess our executives’ target total compensation opportunities. •A majority of the equity awards granted by the Committee have performance-based vesting conditions and we expect to continue to incorporate this equity grant philosophy. •Performance-based awards are earned based on the achievement of pre-established corporate and business unit performance goals, and for fiscal year 2025, were subject to upward or downward modification based on the application of an ESG modifier and TSR modifier, as applicable. •We seek to limit overlap between our performance conditions and measurement periods to ensure our compensation program encourages healthy and sustained growth across our business, as well as over multiple time periods. •Our performance-based awards are subject to maximum award amounts to cap the potential compensation amount associated with an award, even after taking into account potential adjustments based on the application of the ESG modifier and TSR modifier. •Our executive compensation program encourages executive retention through long-term vesting provisions. For fiscal year 2025, all of the equity awards we granted were subject to three-year vesting. •We maintain a Clawback and Forfeiture Policy related to our cash and equity incentive awards, which emphasizes integrity and accountability in financial reporting. •We have voluntarily adopted Stock Ownership Guidelines, which encourage executives to have a significant, long-term equity position in our Company, thereby aligning the interests of our executives with our stockholders. Each of our officers and directors is in compliance with these guidelines. •Our governance policies, including our Insider Trading Policy, prohibit our directors, executive officers, employees, and consultants from insider trading, engaging in short-term or speculative trading in our securities, entering into hedging transactions or derivative instruments, or pledging our securities as collateral for a loan. •We have voluntarily adopted a Share-Based Grant Policy, which establishes guidelines for our equity award grant practices. The guidelines provide that we will seek to issue all grants during open trading windows, and regardless we will only make grants at a time when we are not in possession of material nonpublic information. •Our severance and change in control benefits are designed to attract and retain executives without providing excessive benefits such as excise tax gross up payments. •Our equity awards are intended to provide for “double-trigger” vesting upon a change in control. The Committee believes our executive compensation program is appropriately balanced and does not encourage excessive or unnecessary risk-taking. The Committee does not believe our compensation program is reasonably likely to have a material adverse effect on us.

  62. Equity Grant Practices

    Equity Grant Practices We maintain disciplined equity grant practices designed to maintain transparency and align with stockholder interests. We have voluntarily adopted a Share-Based Grant Policy, which establishes guidelines for our equity award grant practices. The guidelines provide that we will only make grants at a time when we are not in possession of material nonpublic information, such as pending earnings results or information regarding significant transactions. In addition, we generally do not make equity grants during (i) trading blackout periods under our Insider Trading Policy, or (ii) the period beginning four business days before and ending one business day after the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Equity awards are typically granted on pre-established dates each year, subject to limited exceptions approved by the Committee. Our executive officers and directors are not permitted to select individual grant dates for awards issued to them. During fiscal year 2025, no equity awards were granted to our NEOs during any period surrounding the disclosure of material nonpublic information as described above, and we did not time the release of such information to impact the value of equity compensation.

  63. Tax and Accounting Considerations

    | SUMMARY COMPENSATION TABLE |

  64. Tax and Accounting Considerations

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Comp. ($)(3) | All Other Comp. ($)(4) | Total ($) | | Stefano Caroti (5) | 2025 | 1,061,539 | — | 5,999,093 | 2,927,198 | 63,599 | 10,051,429 | | Chief Executive Officer | 2024 | 786,154 | 400,000 | 1,999,912 | 1,478,169 | 60,319 | 4,724,554 | | and President | 2023 | 729,231 | 400,000 | 2,999,273 | 589,081 | 57,438 | 4,775,023 | | Steven J. Fasching | 2025 | 839,596 | — | 2,099,287 | 1,678,335 | 21,645 | 4,638,863 | | Chief Financial Officer | 2024 | 799,615 | — | 4,999,117 | 1,502,520 | 18,753 | 7,320,005 | | | 2023 | 756,923 | — | 1,699,907 | 651,493 | 18,003 | 3,126,326 | | Anne Spangenberg | 2025 | 775,577 | — | 1,798,541 | 1,552,548 | 92,163 | 4,218,829 | | President of Fashion Lifestyle | 2024 | 756,164 | — | 1,499,181 | 1,388,115 | 44,844 | 3,688,304 | | | 2023 | 471,472 | — | 1,199,466 | 206,877 | 9,611 | 1,887,426 | | Thomas Garcia | 2025 | 671,923 | — | 1,499,773 | 1,007,298 | 62,552 | 3,241,546 | | Chief Administrative and Legal Officer | 2024 | 627,764 | — | 999,639 | 937,705 | 49,179 | 2,614,287 | | | 2023 | 546,182 | — | 999,612 | 464,442 | 46,595 | 2,056,831 | | Robin Spring-Green(6) | 2025 | 608,769 | — | 1,248,822 | 673,597 | 15,795 | 2,546,984 | | President of HOKA | | | | | | | | | Dave Powers(7) | 2025 | 470,000 | — | 83,579(8) | — | 60,934 | 614,513 | | Former Chief Executive Officer | 2024 | 1,276,923 | — | 8,499,746 | 4,462,978 | 18,765 | 14,258,412 | | and President | 2023 | 1,173,077 | — | 7,999,562 | 2,200,822 | 18,015 | 11,391,476 |

  65. Tax and Accounting Considerations

    | GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025 |

  66. Tax and Accounting Considerations

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END |

  67. Tax and Accounting Considerations

    | FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED |

  68. Tax and Accounting Considerations

    | NONQUALIFIED DEFERRED COMPENSATION |

  69. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Committee has adopted the Nonqualified Deferred Compensation Plan (NQDC Plan), which is an unfunded, nonqualified deferred compensation program sponsored by us to provide certain members of our management the opportunity to defer a portion of their compensation. Participants may defer up to 50% of their annual base salary and up to 85% of any cash incentive award under the NQDC Plan. We have the option, but not the obligation, to make discretionary or matching cash contributions to NQDC Plan participants. We have established a rabbi trust as a reserve for the benefits payable under the NQDC Plan. The NQDC Plan year is from January 1st to December 31st. During fiscal year 2025, certain of our NEOs elected to make contributions to the NQDC Plan, and the Committee elected to match a portion of the contributions. The following table provides information regarding activity pursuant to the NQDC Plan during fiscal year 2025, including executive contributions and matching contributions made during the fiscal year, as well as the balance held by each NEO as of the end of the fiscal year.

  70. Nonqualified Deferred Compensation Plan

    | Name | Executive contributions during fiscal year 2025 ($)(1) | Registrant contributions during fiscal year 2025 ($)(2) | Aggregate gains (losses) during fiscal year 2025 ($) | Aggregate withdrawals/distributions during fiscal year 2025 ($) | Aggregate balance at end of fiscal year 2025 ($) | | Stefano Caroti | 724,989 | 39,650 | 158,779 | — | 4,084,202 | | Steven J. Fasching | 22,898 | — | (497) | — | 22,401 | | Anne Spangenberg | 1,179,898 | 39,650 | 71,893 | — | 1,673,088 | | Thomas Garcia | 496,177 | 39,650 | 129,332 | — | 3,050,728 | | Robin Spring-Green | — | — | — | — | — | | Dave Powers | 2,231,489 | — | 139,947 | (737,619) | 2,450,654 | | Total | 4,655,451 | 118,950 | 499,454 | (737,619) | 11,281,073 |

  71. Nonqualified Deferred Compensation Plan

    (1)The amounts reported in this column reflect contributions made by our NEOs under the NQDC Plan during fiscal year 2025. These amounts are included in the "Summary Compensation Table" and do not reflect amounts earned in addition to those amounts. (2)The amounts reported in this column reflect discretionary matching contributions made by us to our NEOs under the NQDC Plan during fiscal year 2025. These amounts are included in the "Summary Compensation Table" and do not reflect amounts earned in addition to those amounts.

  72. Deferred Stock Unit Compensation Plan

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  73. Severance and Change in Control Payments

    | DIRECTOR COMPENSATION |

  74. Director Compensation Table

    Director Compensation Table The following table sets forth all compensation paid or awarded to our Nonemployee Directors during fiscal year 2025. The amounts set forth in the table have been calculated in accordance with applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our Nonemployee Directors.

  75. Director Compensation Table

    | Name | Fees Earned ($) | Stock Awards ($)(1) | Total ($) | | Cynthia (Cindy) L. Davis | 145,000 | 169,670 | 314,670 | | David A. Burwick (2) | 26,403 | 244,355 | 270,758 | | Nelson C. Chan | 110,000 | 169,670 | 279,670 | | Michael F. Devine, III (3) | 290,000 | 169,670 | 459,670 | | Juan R. Figuereo | 140,000 | 169,670 | 309,670 | | Maha S. Ibrahim (2) | 1,499 | 267,960 | 269,459 | | Victor Luis (2) | 26,403 | 244,355 | 270,758 | | Dave Powers (4) | 45,000 | 83,579 | 128,579 | | Lauri M. Shanahan | 110,000 | 169,670 | 279,670 | | Bonita C. Stewart | 137,500 | 169,670 | 307,170 |

  76. Director Compensation Table

    (1)The amounts in this column represent the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to Note 8 to our consolidated financial statements included in our Annual Report. (2)This director has elected to receive some or all of his or her annual cash retainer through the issuance of our common stock. (3)Mr. Devine retired from the Board effective May 22, 2025. (4)Mr. Powers retired as Chief Executive Officer and President effective August 1, 2024. The amounts included in this table reflect compensation earned by Mr. Powers for service as a director following his retirement. The amounts are included in the "Summary Compensation Table" and do not reflect amounts earned in addition to those amounts.

  77. Director Stock Ownership Guidelines

    | CEO PAY RATIO |

  78. Pay Ratio

    Pay Ratio Based on this information, the fiscal year 2025 ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee was approximately 198:1.

  79. Other Information

    | PAY VERSUS PERFORMANCE |

  80. Pay Versus Performance

    Pay Versus Performance Pursuant to Item 402(v) of Regulation S-K, the following pay-versus-performance table sets forth information regarding CAP to our PEOs and average CAP to our Non-PEO NEOs, as well as certain performance measures and results for each of our last five fiscal years:

  81. Pay Versus Performance

    | PAY-VERSUS-PERFORMANCE TABLE | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for First PEO ($)(1)(2) | Summary Compensation Table Total for Second PEO ($)(2) | Compensation Actually Paid to First PEO ($)(1)(3) | Compensation Actually Paid to Second PEO ($)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(3) | TSR | Peer Group TSR(4) | Net Income ($,000) | Consolidated Operating Income ($,000) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 10,051,429 | 614,513 | 2,465,345 | (11,941,432) | 3,661,555 | 635,661 | 500.7 | 78.3 | 966,091 | 1,179,092 | | 2024 | — | 14,258,412 | — | 30,785,255 | 4,586,787 | 10,222,055 | 702.4 | 86.2 | 759,563 | 927,514 | | 2023 | — | 11,391,476 | — | 21,415,165 | 2,961,401 | 4,799,279 | 335.5 | 103.9 | 516,822 | 652,751 | | 2022 | — | 10,854,934 | — | 6,190,970 | 3,867,018 | 2,845,438 | 204.3 | 155.6 | 451,949 | 564,707 | | 2021 | — | 7,860,450 | — | 19,464,880 | 2,479,351 | 5,207,671 | 246.6 | 200.6 | 382,575 | 504,205 |

  82. Pay Versus Performance

    (1)The table below includes the name of each individual serving as an NEO during our last five fiscal years, including our PEOs:

  83. Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2025 | Stefano Caroti - First PEO Dave Powers - Second PEO | Steven J. Fasching, Anne Spangenberg, Thomas Garcia, and Robin Spring-Green | | 2024 | Dave Powers | Steven J. Fasching, Stefano Caroti, Anne Spangenberg and Thomas Garcia | | 2023 | Dave Powers | Steven J. Fasching, Stefano Caroti, Anne Spangenberg and Thomas Garcia | | 2022 | Dave Powers | Steven J. Fasching, David Lafitte, Stefano Caroti and Wendy Yang | | 2021 | Dave Powers | Steven J. Fasching, David Lafitte, Stefano Caroti and Andrea O'Donnell |

  84. Pay Versus Performance

    (2)The dollar amounts included in this column reflect the total compensation of our PEOs and the average total compensation of our Non-PEO NEOs reported in the "Summary Compensation Table" for each fiscal year presented. (3)The table below provides the adjustments to the "Summary Compensation Table" total compensation made to arrive at the CAP to our PEOs, and the average CAP to our Non-PEO NEOs. (4)The TSR Peer Group consists of the S&P 500 Apparel, Accessories & Luxury Goods Index.

  85. Pay Versus Performance

    | CALCULATION OF COMPENSATION ACTUALLY PAID(a) | | | | | | | | | Fiscal Year | Executives | Summary Compensation Table Total ($)(b) | Minus - Amount Reported in the "Stock Awards" Column in the Summary Compensation Table ($) | Plus - Fair Value of Fiscal Year End of Outstanding and Unvested Stock Awards Granted in the Fiscal Year ($) (c) | Plus / Minus - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($)(d) | Plus / Minus - Change in Fair Value at Vesting of Stock Awards Granted in Prior Fiscal Years ($)(e) | Compensation Actually Paid ($) | | 2025 | First PEO | 10,051,429 | (5,999,093) | 4,038,327 | (1,473,201) | (4,152,117) | 2,465,345 | | | Second PEO | 614,513 | (83,579) | — | (1,404,561) | (11,067,805) | (11,941,432) | | | Average for Non-PEO NEOs | 3,661,555 | (1,661,606) | 1,118,517 | (1,108,577) | (1,374,228) | 635,661 | | 2024 | PEO | 14,258,412 | (8,499,746) | 3,845,988 | 11,426,103 | 9,754,498 | 30,785,255 | | | Average for Non-PEO NEOs | 4,586,787 | (2,374,462) | 3,721,124 | 2,447,199 | 1,841,407 | 10,222,055 | | 2023 | PEO | 11,391,476 | (7,999,562) | 10,951,395 | 4,242,444 | 2,829,412 | 21,415,165 | | | Average for Non-PEO NEOs | 2,961,401 | (1,724,565) | 2,383,845 | 780,911 | 397,687 | 4,799,279 | | 2022 | PEO | 10,854,934 | (7,999,651) | 5,398,210 | (1,160,869) | (901,654) | 6,190,970 | | | Average for Non-PEO NEOs | 3,867,018 | (2,549,581) | 1,946,763 | (242,995) | (175,767) | 2,845,438 | | 2021 | PEO | 7,860,450 | (3,999,580) | 4,787,303 | 4,760,338 | 6,056,369 | 19,464,880 | | | Average for Non-PEO NEOs | 2,479,351 | (849,565) | 1,016,903 | 1,060,293 | 1,500,689 | 5,207,671 |

  86. Pay Versus Performance

    (a) This table excludes adjustments for awards granted that vest in the same year, awards that failed to achieve their vesting conditions, and dividends, in each case because there is no applicable adjustment for the covered fiscal years. (b) Represents amounts included in the "Total" column of the "Summary Compensation Table" for the applicable fiscal year. (c) The fair value amounts are calculated in accordance with FASB ASC Topic 718 determined as of the covered fiscal year. Represents the fair value as of the applicable fiscal year end of the outstanding and unvested awards granted during such fiscal year, calculated in accordance with FASB ASC Topic 718 and described further in our Annual Reports on Form 10-K. (d) The fair value amounts are determined based on the change in the fair value from the prior fiscal year end to the covered fiscal year end calculated in accordance with FASB ASC Topic 718. Represents the fair value as of the applicable fiscal year end of the outstanding and unvested awards that were granted in previous fiscal years, calculated in accordance with FASB ASC Topic 718 and described further in our Annual Reports on Form 10-K. (e) The fair value amounts are determined based on the change in the fair value from the prior fiscal year end to the vesting date calculated in accordance with FASB ASC Topic 718. Represents the change in fair value, measured from the prior fiscal year end to the vesting date, of each equity award that was granted in previous fiscal year and which vested during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718 and described further in our Annual Reports on Form 10-K.

  87. Compensation Actually Paid Versus Total Stockholder Return

    Compensation Actually Paid Versus Total Stockholder Return The chart below illustrates the relationship between the CAP to our PEOs, and the average CAP to our Non-PEO NEOs in relation to our TSR, and the TSR of our peer group, the S&P 500 Apparel, Accessories & Luxury Goods Index, over the last five fiscal years.

  88. Compensation Actually Paid Versus Net Income

    Compensation Actually Paid Versus Net Income The chart below illustrates the CAP to our PEOs, and the average CAP to our Non-PEO NEOs, in relation to our net income over the last five fiscal years. We do not use net income as a performance measure for purposes of determining executive compensation.

  89. Compensation Actually Paid Versus Consolidated Operating Income

    Compensation Actually Paid Versus Consolidated Operating Income The chart below illustrates the CAP to our PEOs and the average CAP to our Non-PEO NEOs in relation to our consolidated operating income over the last five fiscal years. Consolidated operating income is the financial performance measure that, in our assessment, represents the most important financial performance measure to link CAP to our performance.

  90. Compensation Actually Paid Versus Consolidated Operating Income

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  91. Compensation Actually Paid Versus Consolidated Operating Income

    The following table sets forth, as of June 30, 2025 (except as specified in the footnotes following the table), certain information concerning the shares of our common stock beneficially owned by (i) each person who is an NEO, (ii) each director or director nominee, (iii) all executive officers and directors as a group (16 persons), and (iv) each person known to us to be the beneficial owner of more than 5% of our common stock. There were 148,542,225 shares of our common stock outstanding on June 30, 2025.

  92. Compensation Actually Paid Versus Consolidated Operating Income

    | Name and Address of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership (#)(2)(3) | Percent of Common Stock(3) | | Named Executive Officers | | | | Stefano Caroti | 166,725 | * | | Steven J. Fasching | 65,327 | * | | Anne Spangenberg | 19,239 | * | | Thomas Garcia | 31,005 | * | | Robin Spring-Green | 1,738 | * | | Dave Powers | 167,411 | * | | Directors and Director Nominees(4) | | | | Cynthia (Cindy) L. Davis | 13,340 | * | | David A. Burwick | 12,378 | * | | Nelson C. Chan | 61,609 | * | | Juan R. Figuereo | 3,330(5) | * | | Patrick J. Grismer | — | | | Maha S. Ibrahim | 10,681 | * | | Victor Luis | —(6) | * | | Lauri M. Shanahan | 16,177(7) | * | | Bonita C. Stewart | 36,108(8) | * | | All Directors and Executive Officers as a Group (16 persons) | 624,280 | 0.4% | | 5% Stockholders | | | | FMR, LLC(9) | 23,157,762 | 15.0% | | The Vanguard Group, Inc.(10) | 17,538,564 | 11.4% | | BlackRock, Inc.(11) | 14,360,492 | 9.5% |

  93. Compensation Actually Paid Versus Consolidated Operating Income

    * Percentage of shares beneficially owned does not exceed 1.0% of our outstanding shares of common stock. (1)Unless otherwise noted, the address of each beneficial owner is 250 Coromar Drive, Goleta, California 93117. (2)Unless otherwise noted, we believe each individual or entity named has sole investment and voting power with respect to the shares of our common stock reported as beneficially owned by them, subject to community property laws, where applicable. (3)Pursuant to applicable SEC rules, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable on or before the date that is 60 days after June 30, 2025 are deemed outstanding for the purpose of calculating the number and percentage owned by a person, but are not deemed outstanding for the purpose of calculating the number and percentage owned by any other person. (4)The reported amounts include shares held by certain directors through one or more family trusts over which shares the respective directors may have shared voting and/or investment power. (5)An additional 9,073 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table. (6)An additional 16,824 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table. (7)An additional 12,636 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table. (8)An additional 5,293 shares previously earned by this director have been deferred pursuant to an election made under our Deferred Stock Unit Compensation Plan. These deferred shares have been excluded from the table. (9)This information is based solely on Amendment No. 5 to Schedule 13G filed by this stockholder on February 8, 2024, and has been adjusted to reflect the six-for-one forward stock split of our common stock we effected on September 13, 2024. This stockholder’s business address is 245 Summer Street, Boston, MA 02210. This stockholder has sole voting power over 23,124,828 of such shares and sole dispositive power over 23,157,762 of such shares. (10)This information is based solely on Amendment No. 14 to Schedule 13G filed by this stockholder on April 10, 2024, and has been adjusted to reflect the six-for-one forward stock split of our common stock we effected on September 13, 2024. This stockholder’s business address is 100 Vanguard Boulevard, Malvern, PA 19355. This stockholder has shared voting power over 185,958 of such shares, sole dispositive power over 17,002,782 of such shares, and shared dispositive power over 535,782 of such shares. (11)This information is based solely on Amendment No. 4 to Schedule 13G filed by this stockholder on April 17, 2025. This stockholder’s business address is 50 Hudson Yards, New York, NY 10001. This stockholder has sole voting power over 13,382,772 such shares and sole dispositive power over 14,360,492 of such shares.

  94. Compensation Actually Paid Versus Consolidated Operating Income

    | DELINQUENT SECTION 16(a) REPORTS |

  95. Compensation Actually Paid Versus Consolidated Operating Income

    Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered class of our securities, to file with the SEC reports of initial ownership (Form 3) and reports of changes in ownership (Form 4 and Form 5) of our securities. Based solely on our review of the Section 16(a) reports that have been filed by or on behalf of our officers, directors, and persons who own more than ten percent of a registered class of our securities, as well as written representations from our officers and directors, we believe all such persons complied on a timely basis with the filing requirements of Section 16(a) during fiscal year 2025. We are not aware of any late or missed filings of such reports for fiscal year 2025.

  96. Compensation Actually Paid Versus Consolidated Operating Income

    | AUDIT & RISK MANAGEMENT COMMITTEE REPORT |

  97. Compensation Actually Paid Versus Consolidated Operating Income

    The Audit & Risk Management Committee is responsible for providing independent, objective oversight of, among other things, our financial reporting functions, our independent registered public accounting firm, our highest ranking manager of internal audit, our system of internal controls, our legal and regulatory compliance, and compliance with our related person transaction policy and Code of Ethics. The Audit & Risk Management Committee is currently composed of four directors, each of whom meets the independence and experience requirements under applicable NYSE rules, as well as the independence requirements applicable to Audit & Risk Management Committee members under applicable SEC rules. In addition, our Board has determined that the Chair of the Audit & Risk Management Committee qualifies as an “audit committee financial expert” under applicable SEC rules. Management is responsible for the preparation of our financial statements and financial reporting process, including our system of internal controls. KPMG LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), and expressing (i) an opinion on whether our consolidated financial statements present fairly, in all material respects, our financial position and results of operations and cash flows for the periods presented in conformity with US generally accepted accounting principles, and (ii) an opinion on whether we have maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit & Risk Management Committee’s responsibility is to monitor and oversee these processes. In connection with these responsibilities, the Audit & Risk Management Committee met with management and KPMG LLP to review and discuss the March 31, 2025 consolidated financial statements and obtained from management their representation that our financial statements have been prepared in accordance with US generally accepted accounting principles. In addition, management represented that, as of March 31, 2025, our Company maintained effective internal control over financial reporting. The Audit & Risk Management Committee also discussed with KPMG LLP the matters required by Auditing Standard No. 1301, “Communications with Audit Committees” of the PCAOB, which includes, among other items, information regarding the conduct of the integrated audit of our consolidated financial statements. The Audit & Risk Management Committee has received the written communications from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP's communication with the Audit & Risk Management Committee concerning independence and has discussed with them their independence. The Audit & Risk Management Committee operates under a written charter, which was adopted by our Board and is assessed annually for adequacy by the Audit & Risk Management Committee. The Audit & Risk Management Committee held ten meetings during fiscal year 2025, including meetings with KPMG LLP and our highest ranking manager of internal audit, both with and without management present. In performing its functions, the Audit & Risk Management Committee acts only in an oversight capacity. It is not the responsibility of the Audit & Risk Management Committee to determine that our financial statements are complete and accurate, are presented in accordance with US generally accepted accounting principles or present fairly our results of operations for the periods presented, or that we maintain appropriate internal controls. Furthermore, the Audit & Risk Management Committee’s oversight responsibilities do not independently assure that the audit of our financial statements has been carried out in accordance with the standards of the PCAOB or that our registered public accounting firm is independent. Based upon the Audit & Risk Management Committee’s review and discussions with management and KPMG LLP, and subject to the limitations of the Audit & Risk Management Committee’s role and responsibilities referred to above and in the Audit & Risk Management Committee charter, the Audit & Risk Management Committee recommended that our Board include the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 23, 2025.

  98. Compensation Actually Paid Versus Consolidated Operating Income

    | AUDIT & RISK MANAGEMENT COMMITTEE | | Juan R. Figuereo (Chair) | | Nelson C. Chan | | Maha S. Ibrahim | | Lauri M. Shanahan |

  99. Compensation Actually Paid Versus Consolidated Operating Income

    The Audit & Risk Management Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, or the Acts, except to the extent that our Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Acts.

  100. Compensation Actually Paid Versus Consolidated Operating Income

    | RELATED-PERSON TRANSACTIONS |

  101. Compensation Actually Paid Versus Consolidated Operating Income

    Our legal department is primarily responsible for identifying and reviewing relationships and transactions in which our Company and our directors, director nominees, executive officers, principal stockholders, or any of their respective immediate family members, are participants to determine whether any of these related persons had or will have a direct or indirect material interest in such transactions. In order to assist in identifying potential related-person transactions, our legal department annually prepares and distributes to all directors, director nominees and executive officers a detailed written questionnaire which includes questions intended to elicit information about any current or proposed related-person transactions. In addition, our Code of Ethics addresses conflicts of interest where an individual’s personal interests may interfere or conflict with the interests of our Company, including relationships with suppliers, customers or competitors. Conflicts of interest which might impair (or appear to impair) the exercise of judgment solely for the benefit of our Company and our stockholders are prohibited. In general, such conflicts must be approved by our legal department, the employee’s supervisor or, in the case of directors, the Audit & Risk Management Committee. Information regarding potential conflicts of interest in violation of our Code of Ethics may be reported to our anonymous reporting hotline, which may be accessed by the Chair of the Audit & Risk Management Committee, the Chair of our Board and our highest ranking manager of internal audit. If a related-person transaction is identified by our legal department as one which would be required to be publicly reported pursuant to applicable SEC rules, the Audit & Risk Management Committee is responsible for reviewing and approving or ratifying any such transaction. The Audit & Risk Management Committee may approve a related person transaction when, in its good faith judgment, it determines that the transaction is in the best interests of our Company and our stockholders. Except as set forth below, there are no family relationships between any director, director nominee, or executive officer, and there were no transactions or series of similar transactions since the beginning of fiscal year 2025, and there are no currently proposed transactions, to which we were or are a party that are required to be reported in accordance with applicable SEC rules in which: • the amount involved exceeds $120,000; and • any of our directors, director nominees, executive officers, any holder of more than 5% of our common stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest. Ms. Shanahan, a member of our Board, Audit & Risk Management Committee, and Corporate Responsibility, Sustainability & Governance Committee, is the mother of one of our employees whom we have employed since March 2025. Ms. Shanahan does not serve on our Talent & Compensation Committee and is not involved in decision-making regarding this employee’s compensation. For fiscal year 2026, the estimated aggregate amount of this employee’s annual compensation is expected to be in excess of $120,000, and is commensurate with our other employees with similar titles, skills, and levels of experience.

  102. Compensation Actually Paid Versus Consolidated Operating Income

    | PROPOSAL NO. 2 RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  103. Compensation Actually Paid Versus Consolidated Operating Income

    For fiscal year 2025, KPMG LLP (KPMG) provided audit services, which included an examination of the consolidated financial statements included in our Annual Report. The Audit & Risk Management Committee has selected KPMG to provide audit services to our Company for fiscal year 2026, which covers the period from April 1, 2025 to March 31, 2026. We are asking our stockholders to ratify this selection at the Annual Meeting. Although ratification is not required by our Bylaws or applicable SEC rules, the Audit & Risk Management Committee is submitting the selection of our independent registered public accounting firm to a vote of our stockholders because it believes it is appropriate as a matter of good corporate governance practice. If our stockholders do not ratify the selection, the Audit & Risk Management Committee will consider the selection of another independent registered public accounting firm, but is not required to select a different firm. In addition, even if our stockholders ratify the selection, the Audit & Risk Management Committee will retain the discretion to select a different independent registered public accounting firm in the future if it believes doing so is in the best interests of our Company and stockholders. A representative of KPMG will attend the Annual Meeting and will have the opportunity to make a statement and/or respond to appropriate questions from stockholders present at the Annual Meeting.