DEF 14A of Deckers Outdoor Corp
Filed Jul 24, 2026 · FY20260000910521-26-000018
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 that will become effective only if the director fails to receive a majority vote at the Annual Meeting and our Board accepts the resignation. 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 2027, 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.
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
ª Committee Chair
| | 9 |
ª Committee Chair
| | CYNTHIA (CINDY) L. DAVIS | | | | Age: 64 Director Since: 2018 | | | | Chair of our Board | Public Company Directorships: Brinker International, Inc. (NYSE: EAT) |
ª Committee Chair
Ms. Davis currently serves as a member of the board of directors and is the chair of the governance and nominating committee and member of the talent and compensation committee of Brinker International, Inc. (NYSE: EAT), a global leader of casual dining restaurant companies. She is also a Trustee and Chair of the Governance Committee for the Arthur M. Blank Family of Businesses, which includes sports and hospitality ventures such as the Atlanta Falcons, Atlanta United, Mercedes Benz Stadium and PGA TOUR Superstores. From 2012 to 2025, Ms. Davis served on the board of directors of Kennametal Inc. (NYSE: KMT), and during her tenure she was a member of the audit committee and nominating and governance committee and chaired the compensation and human capital committee. From 2015 to 2018, she 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., a casual dining restaurant and sports bar chain previously listed on Nasdaq. 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 of the Board of Trustees for Furman University. •Premium Branding and Innovation - 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, previously served as a director and chair of the compensation and human capital committee of Kennametal Inc., and as a director and chair of the compensation committee of Buffalo Wild Wings, Inc., and currently serves as a director and chair on the governance and nominating committee of Brinker International, 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 on the board of directors of Kennametal, Inc., and during her tenure she was a member of the audit and nominating and governance committees and chaired the compensation and and human capital committee and served as chair of the the compensation committee and as a member of the governance committee of Buffalo Wild Wings Inc. Currently, serves on the board of directors, as well as the talent and compensation committee and chair of the governance and nominating committee of Brinker International, Inc. •Technology Infrastructure and Cybersecurity - Served on the board of directors of Kennametal, Inc., a technology-based company, and during her tenure she was a member of the audit and nominating and governance committees and chaired the compensation and human capital committee.
ª Committee Chair
| | 10 |
ª Committee Chair
| | DAVID A. BURWICK | | | | Age: 64 Director Since: 2021 | | | | Board Committees: Talent & Compensation | Public Company Directorships: BJ's Wholesale Club Holdings, Inc. (NYSE: BJ) |
ª Committee Chair
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. •Premium Branding and Innovation - Experience as an executive at Peet's Coffee & Tea, Inc., PepsiCo, Inc., The Boston Beer Company, Inc. and Spindrift Beverage 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 and Talent Management - 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.
ª Committee Chair
| | STEFANO CAROTI | | | | Age: 63 Director Since: 2024 | | | | Executive Positions: Chief Executive Officer and President | Public Company Directorships: None |
ª Committee Chair
Mr. Caroti has served as our Chief Executive Officer and President since August 2024 and was elected to our Board in September 2024. He previously acted as Chief Commercial Officer from April 2023 to July 2024, during which time he also oversaw HOKA as Interim President from June 2022 to February 2024. Before that, he was President of Omni-Channel division from November 2015 to April 2023. Mr. Caroti has over 30 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
ª Committee Chair
| | 11 |
ª Committee Chair
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 30 years of experience in the footwear and apparel industries through various positions at PUMA, NIKE Inc., and our Company. •Premium Branding and Innovation - 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 businesses 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.
ª Committee Chair
| | NELSON C. CHAN | | | | Age: 65 Director Since: 2014 | | | | Board Committees: Audit & Risk Management Corporate Responsibility, Sustainability & Governance | Public Company Directorships: GCT Semiconductor Holding Inc. (NYSE: GCTS) Synaptics, Inc. (Nasdaq: SYNA) Twist Bioscience Corporation (NASDAQ: TWST) |
ª Committee Chair
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 committee and audit committee of Twist Bioscience Corporation (Nasdaq: TWST). He is chair of the board of Synaptics, Inc. (Nasdaq: SYNA) and serves as a member of the audit committee and nominations and corporate governance committee. From 2010 to 2020, Mr. Chan 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, a company previously listed on Nasdaq. 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. •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 17 years of experience as a corporate director with risk oversight responsibilities.
ª Committee Chair
| | 12 |
ª Committee Chair
•Technology Infrastructure and Cybersecurity - Extensive experience in technology-based companies including sales, marketing and engineering.
ª Committee Chair
| | JUAN R. FIGUEREO | | | | Age: 70 Director Since: 2020 | | | | Board Committees: Audit & Risk Management (Chair) | Public Company Directorships: Western Alliance Bancorporation (NYSE: WAL) |
ª Committee Chair
Mr. Figuereo currently serves as a director and is a member of the finance and investment committee and the nominating and corporate governance 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., a company previously listed on Nasdaq. Mr. Figuereo served as the executive vice president and chief financial officer of Revlon, 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., a wireless communication services provider under the Nextel brand and a company previously listed on Nasdaq. 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: PRMB). Mr. Figuereo has also served in senior management positions at Walmart, Inc. (Nasdaq: 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. •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 the chair of our Audit & Risk Management Committee. 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.
ª Committee Chair
| | 13 |
ª Committee Chair
| | PATRICK J. GRISMER | | | | Age: 64 Director Since: 2025 | | | | Board Committees: Audit & Risk Management Committee | Public Company Directorships: Krispy Kreme, Inc. (Nasdaq: DNUT) |
ª Committee Chair
Mr. Grismer 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 and finance 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 and Innovation - Experience with global consumer-oriented companies, including Starbucks Coffee Company, Hyatt Hotels Corporation 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 currently serves as a member of the audit and finance 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 and finance committee of Krispy Kreme, Inc. and 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.
ª Committee Chair
| | MAHA S. IBRAHIM | | | | Age: 55 Director Since: 2021 | | | | Board Committees: Corporate Responsibility, Sustainability & Governance Committee | Public Company Directorships: None |
ª Committee Chair
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 Communications' vice president of business development. From 2012 through 2020, Ms. Ibrahim
ª Committee Chair
| | 14 |
ª Committee Chair
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. •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 and Innovation - Experience in the luxury consignment business during her time as a director of The RealReal, Inc. •Consumer and Emerging Technology - 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.
ª Committee Chair
| | VICTOR LUIS | | | | Age: 59 Director Since: 2020 | | | | Board Committees: Talent & Compensation (Chair) | Public Company Directorships: None |
ª Committee Chair
Mr. Luis is an accomplished global executive with decades of leadership experience driving growth and transformation within the premium luxury consumer sector. From 2020 to 2023, he served as a director and member of the audit committee and chair of the nominating and corporate governance committee of FarFetch Limited (OTCMKTS: FTCHQ). 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. •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 and Innovation - 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.
ª Committee Chair
| | 15 |
ª Committee Chair
| | LAURI M. SHANAHAN | | | | Age: 63 Director Since: 2011 | | | | Board Committees: Audit & Risk Management Corporate Responsibility, Sustainability & Governance | Public Company Directorships: CAVA Group, Inc. (NYSE: CAVA) |
ª Committee Chair
Ms. Shanahan has over 27 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. From 2016 to 2025, she served on the board of directors of Treasury Wine Estates Limited, a vertically integrated global wine business with over 70 brands. Throughout her tenure, she held the roles of chair of the human resources committee and member of the nominations committee. She joined Gap Inc. in 1992 and served in numerous leadership roles, including chief administrative officer, chief legal officer and corporate secretary and chair of the foundation board, 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 a retail consulting firm. •Premium Branding and Innovation - Experience at Gap Inc., through service on the board of Treasury Wine Estates Limited and through a 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. Served as president of Gap Inc. Foundation and also led government affairs and public policy.
ª Committee Chair
| | 16 |
ª Committee Chair
| | BONITA C. STEWART | | | | Age: 69 Director Since: 2014 | | | | Board Committees: Corporate Responsibility, Sustainability & Governance (Chair) Talent & Compensation | Public Company Directorships: PagerDuty, Inc. (NYSE: PD) |
ª Committee Chair
Ms. Stewart is currently a Founder/Managing Partner at BAG Ventures, a venture capital firm investing in enterprise artificial intelligence. She was previously a Board Partner at Gradient Ventures, Google's early-stage venture fund focused on artificial intelligence. Throughout her career she has helped drive digital transformation at scale across multiple industries. Ms. Stewart served in various executive roles at Google, Inc. (Nasdaq: GOOG, GOOGL), a subsidiary of Alphabet Inc., including as Vice President, Global Partnerships where she led partner management for the largest U.S. publishers across search, news, commerce, media and entertainment, telecommunications and mobile applications. In January 2021 she joined the board of directors and serves as the chair of the nominating and corporate governance committee and a member of the compensation committee for PagerDuty (NYSE: PD), a digital operations management company. Ms. Stewart previously served on the board of directors and as a member of the compensation committee and nominating and corporate governance committee for Volta Industries, Inc., which was an NYSE-listed company. Ms. Stewart served as a corporate director for Pluralsight, Inc., a company previously listed on Nasdaq, from 2018 to 2021. From 2002 to 2006 she worked for DaimlerChrysler AG (now Daimler AG) as director of Chrysler Brand Advertising and the director of Chrysler Group’s first Interactive Communications team. Ms. Stewart began her career in 1979 at IBM Corporation (NYSE: IBM) where she served in various financial and marketing management positions. She is the co-author of A Blessing: Women of Color Teaming Up to Lead, Empower and Thrive and the 2019-2020 Women of Color in Business Cross-Generational Survey. •Industry - Over 32 years of experience in brand management, digital strategy, and execution. •High Level of Financial Literacy - Led strategy, business development and revenue growth plans for Google Inc.'s largest publisher partnerships. Holds an M.B.A. from Harvard Business School. •Consumer and Emerging Technology - Extensive experience in digital transformation, enterprise AI solutions, and data driven digital strategies across multiple industries. •Entrepreneurial - Served as president, chief operating officer, and co-founder of Nia Enterprises, LLC, a web-based company, and founder and chief executive officer of One Moment in Time, a women's formal-wear rental company. •Sales and Marketing - Acquired sales, marketing, product distribution and online advertising experience. •International - Led publisher partnerships for Latin America and Canada and has worked for Daimler AG and IBM Corporation, which are multi-billion dollar global companies. •Public Company Executive - Strategic planning and large-scale operations experience with Google Inc. and IBM Corporation. •Technology Infrastructure and Cybersecurity - Extensive experience in technology-based companies and fluency in digital transformation including digital strategy, mobile, video, programmatic, online advertising, cloud solutions, analytics and data privacy. •Corporate Responsibility - Experience with employee resource group executive sponsorship, global hiring and retention processes and racial equity compliance oversight.
ª Committee Chair
| | 17 |
Sustainable Development Goals
Sustainable Development Goals We work to establish SDGs that we believe are the most relevant to our business, our operations, our stockholders, and the communities in which we operate. We are a member of the United Nations Global Compact (UNGC), the world’s largest voluntary corporate sustainability initiative. This membership requires an annual statement of progress, which is reflected in our Corporate Responsibility and Sustainability Report (Creating Change Report). Our Chief Administrative and Legal Officer identifies specific SDGs established by the UNGC, which we adopt to guide our ESG strategy.
Sustainable Development Goals
| | 27 |
Sustainable Development Goals
| TOPIC | DECKERS SDG | UNGC SDG | | Materials | Maximize the amount of preferred materials in our products | | | Waste | Sustainably reduce waste generated at our facilities and partner facilities through refuse, reduction, recycling, and reuse | | | Water | Reduce water consumption and improve water quality throughout our operations and the communities in which we operate | | | Climate and Clean Energy | Reduce energy consumption and carbon emissions throughout our operations | | | Chemistry and Consumer Safety | Reduce or eliminate hazardous chemicals throughout our operations | | | Human Rights | Positively impact the communities in which we operate, including assuring industry-leading human rights practices within our supply chain | | | Gender Equality, Quality Education and Reduced Inequalities | Promote belonging, gender equality, female empowerment, and inclusion for all | |
Sustainable Development Goals
Our annual Creating Change Report for fiscal year 2026, which will be published in calendar year 2026, will provide more information regarding our fiscal year 2026 ESG achievements with a focus on the SDGs. In addition, during fiscal year 2026, we adopted a comprehensive Climate Transition Plan, reflecting our commitment to proactive environmental stewardship. We recognize that agility and continuous improvement are essential to advancing our global ESG strategy, enabling us to respond effectively to evolving challenges and opportunities in sustainability. To that end, we have aligned the reporting standards included in our Climate Transition Plan to the Transition Plan Taskforce and our Creating Change Report with various frameworks including the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures (commonly referred to as TCFD), Global Reporting Initiative’s (commonly referred to as GRI) Core Standards, and Sustainability Accounting Standards Board’s (commonly referred to as SASB), and now part of the International Financial Reporting Standards (or IFRS) Foundation Consumer Goods Sector Apparel, Accessories and Footwear Index.
Sustainable Development Goals
| | 28 |
Sustainable Development Goals
| EXECUTIVE OFFICERS |
Sustainable Development Goals
Each of our executive officers serves at the discretion of our Board. Important summary information about our executive officers is set forth in the table below, followed by certain biographical information about each officer.
Sustainable Development Goals
| EXECUTIVE OFFICER | AGE | POSITION | | Stefano Caroti | 63 | Chief Executive Officer, President and Director | | Steven J. Fasching | 58 | Chief Financial Officer | | Angela Ogbechie | 48 | Chief Supply Chain Officer | | Thomas Garcia | 53 | Chief Administrative and Legal Officer | | Marco Ellerker | 59 | President, Global Marketplace | | Anne Spangenberg | 58 | President, UGG | | Robin Spring-Green | 50 | President, HOKA |
Sustainable Development Goals
| | STEFANO CAROTI | | | Age: 63 Position: Chief Executive Officer, President and Director |
Sustainable Development Goals
Mr. Caroti was appointed as our Chief Executive Officer and President in August 2024 and joined our Board in September 2024. He was appointed as our Chief Commercial Officer in April 2023 and served in that role until July 2024. Mr. Caroti previously served as our President of Omni-Channel from November 2015 to April 2023. He has over 30 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. He received a B.A. with honors from Middlebury College. Please refer to the section of this Proxy Statement titled “Director Nominees” for additional biographical information about Mr. Caroti, as well as information about the specific qualifications, attributes, skills, and experience that led our Board to conclude that Mr. Caroti is qualified to serve on our Board.
Sustainable Development Goals
| | STEVEN J. FASCHING | | | Age: 58 Position: Chief Financial Officer |
Sustainable Development Goals
Mr. Fasching was appointed as our Chief Financial Officer in June 2018 and served as our Senior Vice President, Corporate Strategy, Planning & Investor Relations from February 2018 until his appointment to Chief Financial Officer. Mr. Fasching previously served as our Vice President, Strategy & Investor Relations from January 2016 to February 2018, and as Vice President, Strategic Financial Planning from August 2011 to January 2016. Mr. Fasching has over 30 years of experience in long-term financial and strategic planning and creating and leading the analytical engine of multi-billion dollar organizations.
Sustainable Development Goals
| | 29 |
Sustainable Development Goals
Immediately prior to joining our Company, Mr. Fasching served for five years as the director of finance and assistant controller of Princess Cruise Lines, Ltd., a cruise line owned by Carnival Corporation, where he had been promoted through a number of finance-related positions since September 1990, including director of financial planning, among others. Mr. Fasching received a B.S. degree in Business Administration from Pepperdine University and an M.B.A. from The Anderson School of Management at UCLA. He also completed The Executive Program for Prospective Chief Financial Officers through the University of Chicago Booth School of Business.
Sustainable Development Goals
| | ANGELA OGBECHIE | | | Age: 48 Position: Chief Supply Chain Officer |
Sustainable Development Goals
Ms. Ogbechie was appointed as our Chief Supply Chain Officer in June 2022. Prior to that, she served asSenior Vice President, Global Operations and Supply Chain Strategy from November 2021 to June 2022. Since 2008, Ms. Ogbechie has held a number of senior supply chain positions at our Company and has experience in global demand planning, logistics, distribution and fulfillment. Ms. Ogbechie received a B.A. in Economics from Stanford University and an M.B.A. from Columbia University Business School.
Sustainable Development Goals
| | THOMAS GARCIA | | | Age: 53 Position: Chief Administrative and Legal Officer |
Sustainable Development Goals
Mr. Garcia joined our Company in 2009. In his current position as Chief Administrative and Legal Officer he oversees Legal, ESG, Strategy and Communications. He was appointed to his position in 2021 after spending more than 12 years in multiple roles including Senior Vice President, Senior Counsel, and Compliance Officer. From 2003 to 2009, Mr. Garcia was assistant general counsel at Mentor Corporation, a medical device company acquired by Johnson & Johnson. Previously, he was an associate attorney at the law firms of Hatch and Parent, as well as Buchanan Ingersoll. Mr. Garcia earned his B.S. in Biology from Lehigh University, Master's in Public Health from The University of Massachusetts at Amherst, and J.D. from The George Washington University Law School.
Sustainable Development Goals
| | MARCO ELLERKER | | | Age: 59 Position: President, Global Marketplace |
Sustainable Development Goals
Mr. Ellerker was appointed as our President, Global Marketplace in August 2024 and prior to that he served as Senior Vice President & General Manager Deckers EMEA, Japan and Asia Pacific markets, where he was instrumental in repositioning the UGG brand, as well as the strategic development of HOKA in these regions. Mr. Ellerker has over 25 years of industry experience and was previously Global President of the Lifestyle Division at Pentland Brands and a member of the global executive team, where he held leadership roles covering the US, EMEA and Asia on the Lacoste, Ted Baker & Ellesse brands. He received a B.A. with honors in Business Studies from South Bank University in London.
Sustainable Development Goals
| | 30 |
Sustainable Development Goals
| | ANNE SPANGENBERG | | | Age: 58 Position: President, UGG |
Sustainable Development Goals
Ms. Spangenberg was appointed as our President, UGG in July 2022. She joined Deckers after 13 years at NIKE, Inc. where she served as the company’s Chief Merchant, and previously held leadership positions at Gap, Inc. and Macy’s West. Ms. Spangenberg is an industry leader with over 25 years of experience in Global consumer-focused omni-channel retail, including product creation, merchandising, buying, analytics, stores, digital, wholesale and vertical. Ms. Spangenberg earned her B.A. in International Relations from the University of California, Davis.
Sustainable Development Goals
| | ROBIN SPRING-GREEN | | | Age: 50 Position: President, HOKA |
Sustainable Development Goals
Ms. Spring-Green was appointed as our President, HOKA in February 2024. She joined Deckers following 17 years at NIKE, Inc., where she held roles of increasing responsibility culminating with her position as Global Vice President of Men’s Running and Fitness. Ms. Spring-Green is a passionate runner and industry leader with over 20 years of experience across the global consumer products landscape and strong expertise leading and operating complex businesses to maximize their potential and deliver growth. Ms. Spring-Green earned a B.A. in Economics from the University of California, Davis.
Sustainable Development Goals
| | 31 |
Sustainable Development Goals
| COMPENSATION DISCUSSION AND ANALYSIS |
Sustainable Development Goals
This Compensation Discussion and Analysis section addresses the compensation philosophy, objective, policies and arrangements that apply to our Named Executive Officers (NEOs). The purpose of this section is to provide our stockholders with a thorough understanding of our executive compensation program for fiscal year 2026. This narrative discussion is intended to be read together with the Summary Compensation Table and the related tables, footnotes and disclosures set forth below. References throughout this section to the “Committee” refer to the Talent & Compensation Committee. This discussion is divided into the following parts:
Sustainable Development Goals
| EXECUTIVE SUMMARY | | COMPENSATION OBJECTIVE AND PHILOSOPHY | | COMPENSATION CONSULTANT AND PEER GROUP | | ELEMENTS OF FISCAL YEAR 2026 EXECUTIVE COMPENSATION PROGRAM | | OTHER COMPENSATION CONSIDERATIONS |
Sustainable Development Goals
This section contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements relate to our current plans and expectations regarding our executive compensation programs, policies and arrangements. Actual compensation programs, policies and arrangements that we adopt in the future may differ materially from those discussed in this section. Please refer to the section of this Proxy Statement titled “Cautionary Note Regarding Forward-Looking Statements” for additional information.
Sustainable Development Goals
| | 32 |
Sustainable Development Goals
| EXECUTIVE SUMMARY |
Fiscal Year 2026 Executive Compensation Highlights
| COMPENSATION COMPONENTS | PHILOSOPHY AND CONSIDERATIONS | | Strong pay-for-performance alignment | • A significant portion of the overall compensation opportunity is structured as performance-based compensation tied directly to the achievement of Company financial and operational performance objectives established by the Committee. • Our compensation program is designed to align the interests of our NEOs with those of our stockholders and encourage the achievement of financial and strategic objectives aligned with creating long-term stockholder value. | | Performance metrics closely aligned with strategic objectives | • In light of our continued strategic focus on increasing revenue and enhancing profitability, the Committee selected: (i) consolidated operating income and revenue for certain NEOs (and consolidated operating income, business unit operating income, and business unit revenue for certain other NEOs with business unit oversight responsibilities) as the performance metrics for the 2026 Annual Cash Incentive Awards, and (ii) consolidated pre-tax income and revenue for each of fiscal years 2026, 2027, and 2028 (three-year performance period) as the performance metrics for the 2026 LTIP PSUs. | | 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 information on competitive pay practices and makes recommendations regarding the design and structure of our compensation program, as well as the formulation of our peer group. |
Fiscal Year 2026 Executive Compensation Highlights
| Balanced mix of performance metrics and measurement periods with focus on long-term performance-based vesting | • By establishing a combination of performance metrics assessed 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 2026, 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 | • The Committee 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 2026 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. | | 2026 Annual Cash Incentive Award payout based on strong financial and operational results | • The 2026 Annual Cash Incentive Awards, which covered the one-year performance period ended March 31, 2026, were paid out at 152%, 166%, and 173% of target for HOKA, UGG, and consolidated components, respectively, reflecting strong financial and operational results. | | 2024 LTIP PSU vesting based on strong financial and operating results, and TSR | • The 2024 LTIP PSUs, which covered the three-year performance period ended March 31, 2026, were paid out at 200% of target, reflecting strong financial and operational results, as well as strong total stockholder return compared to peers. | | Continued focus on executive retention | • While we seek to develop our executive compensation program so it closely aligns with our pay-for-performance philosophy, this objective must complement other critical objectives, including the retention of key executives. |
Pay-for-Performance Alignment
Pay-for-Performance Alignment For fiscal year 2026, fixed pay for our Chief Executive Officer (comprised of base salary) represented only 12% of his total target compensation opportunity for the year, while performance-based pay represented 88% of his total target compensation. The performance-based pay opportunities reflect a combination of the target value of the 2026 Annual Cash Incentive Awards, the target value of the 2026 LTIP PSUs, and the value of the 2026 Time-Based RSUs. The Committee believes it is appropriate to include the 2026 Time-Based RSUs because receipt of the full value 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.
Governance Practices that Support Our Compensation Philosophy
| COMPENSATION CONSULTANT AND PEER GROUP |
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. 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 2026 (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.
Peer Group
Peer Group In making compensation decisions for fiscal year 2026, 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 2026, the Committee approved an updated peer group based on consideration of the various 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. 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.
Peer Group
| | 39 |
Peer Group
Our peer group for fiscal year 2026, which we refer to as our Peer Group, consisted of the following 20 companies:
Peer Group
| FISCAL YEAR 2026 PEER GROUP | | | | | • Abercrombie & Fitch Management Co. | • Estee Lauder Companies, Inc. | • Ralph Lauren Corporation | • Ulta Beauty, Inc. | | • Capri Holdings Limited | • Foot Locker, Inc.(1) | • RH | • Under Armour, Inc. | | • Columbia Sportswear Company | • Levi Strauss & Co. | • Skechers U.S.A., Inc.(1) | • Urban Outfitters, Inc. | | • Crocs, Inc. | • Lululemon Athletica Inc. | • Steve Madden, Ltd. | • V.F. Corporation | | • Dick's Sporting Goods, Inc. | • PVH Corp. | • Tapestry, Inc. | • Williams-Sonoma, Inc. |
Peer Group
(1) Skechers U.S.A., Inc. completed a going private transaction in September 2025. Foot Locker, Inc. was acquired in September 2025. In light of these transactions, these companies were removed from our peer group companies for fiscal year 2027. Our peer group companies for fiscal year 2027 are otherwise the same as our peer group companies for fiscal year 2026.
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 total 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 2026, as well as reviewing individual elements of compensation, the Committee used the median pay of our Peer Group as an important reference point. Although an assessment of Peer Group compensation data is a significant factor in the Committee’s evaluation, 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.
Use of Peer Group in Setting Executive Compensation
| | 40 |
Use of Peer Group in Setting Executive Compensation
| ELEMENTS OF FISCAL YEAR 2026 EXECUTIVE COMPENSATION PROGRAM |
Use of Peer Group in Setting Executive Compensation
The following table provides summary information regarding the key elements of our fiscal year 2026 executive compensation program:
Use of Peer Group in Setting Executive Compensation
| COMPENSATION ELEMENT | FIXED V. PERFORMANCE-BASED | CASH V. EQUITY | | Base Salary | Fixed | Cash | | 2026 Annual Cash Incentive Awards | Performance-Based (Short-Term Company Performance Conditions) | Cash | | 2026 Time-Based RSUs | Performance-Based (Long-Term Time-Based Vesting) | Equity (40% of total equity compensation) | | 2026 LTIP PSUs | Performance-Based (Long-Term Performance-Based Vesting) (TSR Modifier) | Equity (60% of total equity compensation) | | Employee Benefits | Fixed | Other |
2026 Annual Cash Incentive Awards
2026 Annual Cash Incentive Awards The following table provides summary information regarding the 2026 Annual Cash Incentive Awards granted to our NEOs during fiscal year 2026:
2026 Annual Cash Incentive Awards
| COMPENSATION ELEMENT 2026 ANNUAL CASH INCENTIVE AWARDS | | | | | Compensation Type | Description | Performance Conditions | Pay-for-Performance Alignment | | • Performance-Based (Short-Term Company Performance Conditions) • Cash | • Based on performance relative to short-term Company performance conditions based on annual metrics derived from our strategic plan. • Actual payout based on achievement relative to the threshold, target and maximum Company financial performance levels established by the Committee to reward achievement and strike appropriate balance between compensation incentives and risks. • The "target" performance level is typically in line with the level of Company performance projected for each metric based on our annual budget. • The "target" performance levels typically reflect an increase to actual performance relative to 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 as key strategic initiatives, and ensure our compensation program encourages healthy and sustained growth across our business. • Reliance on multiple performance-based vesting conditions strikes appropriate balance between compensation incentives and risks. | • Target bonus set as percentage of base salary. • Actual bonus payout is based on achievement of fiscal year 2026 consolidated operating income and revenue targets for certain NEOs (and consolidated operating income, business unit operating income, and business unit revenue targets for certain other NEOs 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. • No component of the payout will be made unless the pre-established minimums for both consolidated operating income and consolidated revenue have been achieved. • 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 level results in no payout for that component. 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 achievement of operating income targets for fiscal year 2026 for our HOKA, UGG, and consolidated operating income components was 146%, 168%, and 192%, respectively. • The achievement of revenue targets for fiscal year 2026 for our HOKA, UGG, and consolidated revenue components was 119%, 135%, and 127%, respectively. • As a result of this performance, 2026 Annual Cash Incentive Award payments of 152%, 166%, and 173% of base salary were earned by our NEOs for our HOKA, UGG and consolidated components, respectively. • Additional information regarding the determination of the target cash incentive amount and the calculation of the actual 2026 Annual Cash Incentive Awards for each NEO is provided below. |
2026 Annual Cash Incentive Awards
| | 42 |
2026 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 pro-rated to reflect any base salary and annual cash incentive percentage adjustments, if applicable, 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 2026 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:
2026 Annual Cash Incentive Awards
| COMPONENT | RELATIVE WEIGHTING FOR EACH NEO | THRESHOLD PERFORMANCE | TARGET PERFORMANCE | MAXIMUM PERFORMANCE | PERFORMANCE & PAYOUT(1) | | Consolidated Operating Income | • 70% for Messrs. Caroti, Fasching and Garcia • 30% for Mses. Spangenberg and Spring-Green | $959.59 million | $1,066.21 million | $1,279.45 million | $1,262.90 million, resulting in a payout of 192% | | Consolidated Revenue | • 30% for Messrs. Caroti, Fasching and Garcia | $4,903.97 million | $5,330.40 million | $5,863.44 million | $5,472.30 million, resulting in a payout of 127% | | Business Unit Operating Income | • 40% for Ms. Spangenberg (UGG) | $827.57 million | $919.52 million | $1,103.42 million | $1,045.33 million, resulting in a payout of 168% | | | • 40% for Ms. Spring-Green (HOKA) | $750.90 million | $834.33 million | $1,001.20 million | $910.98 million, resulting in a payout of 146% | | Business Unit Revenue | • 30% for Ms. Spangenberg (UGG) | $2,434.47 million | $2,646.16 million | $2,910.77 million | $2,738.76 million, resulting in a payout of 135% | | | • 30% for Ms. Spring-Green (HOKA) | $2,312.81 million | $2,513.92 million | $2,891.01 million | $2,587.33 million, resulting in a payout of 119% |
2026 Annual Cash Incentive Awards
(1) Payout percentages reflect the level of payout achieved for each component of the 2026 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 for that component.
2026 Annual Cash Incentive Awards
| | 43 |
2026 Annual Cash Incentive Awards
Calculation of Total Payout The amount of cash incentive compensation actually earned by each NEO with respect to the 2026 Annual Cash Incentive Awards (total payout) is calculated by multiplying each NEO's relative weighting 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 then added together to determine the total payout. The total payout is capped at 200% for each NEO. The calculation of total payout for each NEO is illustrated by the table below:
2026 Annual Cash Incentive Awards
| NAME | TARGET % OF SALARY(1) | COMPONENT | RELATIVE WEIGHTING OF COMPONENT | % OF TARGET EARNED FOR COMPONENT | OVERALL WEIGHTED ACHIEVEMENT | TARGET CASH INCENTIVE AMOUNT | PAYOUT FOR EACH COMPONENT | TOTAL PAYOUT | | Stefano Caroti | 175% | Consolidated Operating Income | 70% | 192% | 173% | $1,463,623 | $2,813,669 | $3,607,915 | | | | Consolidated Revenue | 30% | 127% | | $627,267 | $794,246 | | | Steven J. Fasching | 100% | Consolidated Operating Income | 70% | 192% | 173% | $616,106 | $1,184,403 | $1,518,738 | | | | Consolidated Revenue | 30% | 127% | | $264,046 | $334,335 | | | Anne Spangenberg | 100% | Consolidated Operating Income | 30% | 192% | 166% | $244,508 | $470,042 | $1,349,139 | | | | UGG Operating Income | 40% | 168% | | $326,011 | $549,035 | | | | | UGG Revenue | 30% | 135% | | $244,508 | $330,062 | | | Robin Spring-Green | 100% | Consolidated Operating Income | 30% | 192% | 152% | $191,974 | $369,052 | $971,961 | | | | HOKA Operating Income | 40% | 146% | | $255,966 | $373,557 | | | | | HOKA Revenue | 30% | 119% | | $191,975 | $229,352 | | | Thomas Garcia | 75% | Consolidated Operating Income | 70% | 192% | 173% | $364,882 | $701,450 | $899,455 | | | | Consolidated Revenue | 30% | 127% | | $156,378 | $198,006 | |
2026 Annual Cash Incentive Awards
(1) In July 2025, the target cash incentive amount, which is reflected as a percentage of base salary, increased from 150% to 175% for Mr. Caroti, and from 75% to 100% for Ms. Spring-Green. For these executives, the total payout amount reflects the achievement of a pro-rated target cash incentive amount for the fiscal year.
2026 Annual Cash Incentive Awards
| | 44 |
2026 Time-Based Restricted Stock Units
2026 Time-Based Restricted Stock Units The following table provides summary information regarding the 2026 Time-Based RSUs granted to our NEOs during fiscal year 2026:
2026 Time-Based Restricted Stock Units
| COMPENSATION ELEMENT 2026 TIME-BASED RSUs | | | | | Compensation Type | Description | Vesting Provisions | Pay-for-Performance Alignment | | • Performance-Based (Long-Term Time-Based Vesting) . • Approximately 40% of total equity compensation to encourage executive retention | • Balance mix of equity awards with performance-based vesting and time-based vesting 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 three-year vesting are customary among our Peer Group and within the marketplace generally. | • 2026 Time-Based RSUs vest in three equal annual installments over three years commencing August 15, 2026 conditioned upon continued employment through the relevant vesting dates. | • 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. |
2026 Time-Based Restricted Stock Units
| | 45 |
2026 Long-Term Incentive Plan Performance-Based Stock Units
2026 Long-Term Incentive Plan Performance-Based Stock Units The following table provides summary information regarding the 2026 LTIP PSUs granted to our NEOs during fiscal year 2026:
2026 Long-Term Incentive Plan Performance-Based Stock Units
| COMPENSATION ELEMENT 2026 LTIP PSUs | | | | | Compensation Type | Description | Performance Conditions/ Vesting Provisions | Pay-for-Performance Alignment | | • 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 | • Vesting based on performance relative to long-term Company performance conditions based on metrics derived from our three-year long-range strategic plan approved at the beginning of the performance measurement period. • Consolidated pre-tax income and revenue were selected as the performance conditions because they support our focus on profitability and top line 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 2026, 2027 and 2028. • 50% of each award will vest subject to the achievement of annual consolidated revenue targets measured in fiscal years 2026, 2027 and 2028. • 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 encourages value creation for stockholders over a multi-year period, as the annual goals are set progressively higher each year. • No vesting of any portion of the award will occur if we fail to achieve the pre-established minimum pre-tax income and revenue targets. 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. • Vesting is subject to adjustment based upon the application of a TSR modifier. 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. • TSR modifier correlates the vesting of the awards to both total and relative stockholder returns. • Commencing with the LTIP PSUs to be issued during fiscal year 2027, the Committee intends to shift to measuring cumulative performance over the full three-year period rather than interim measurement on an annual basis. We believe this approach further enhances our philosophy of encouraging long-term value creation. |
2026 Long-Term Incentive Plan Performance-Based Stock Units
Total Stockholder Return (TSR) Modifier The 2026 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 three-year performance period commencing on April 1, 2025 and ending on March 31, 2028. For purposes of this modifier, the peers consist of the same companies included in the Peer Group, plus two additional companies, Nike, Inc. and Adidas AG. The Committee selected these additional companies because it believes we compete with them for stockholder investment and that our TSR should be measured relative to them.
2026 Long-Term Incentive Plan Performance-Based Stock Units
| | 46 |
2026 Long-Term Incentive Plan Performance-Based Stock Units
Company TSR relative to that of the TSR peer group (Peer Group TSR) is calculated and expressed as a percentile. The number of 2026 LTIP PSUs that are subject to vesting will be adjusted based on this percentile as set forth in the table:
2026 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% |
2026 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 2026 LTIP PSUs 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 2026 LTIP PSUs that will vest will not exceed 200% of the target amount. The Committee believes these guardrails are appropriate to balance the desire to use the TSR modifier to align the interests of executives with those of our stockholders while also mitigating compensation-related risk.
Change in Control and Severance Provisions
Change in Control and Severance Provisions The following table provides summary information regarding the severance payments and benefits we provide:
Change in Control and Severance Provisions
| COMPENSATION ELEMENT CHANGE IN CONTROL AND SEVERANCE PROVISIONS | | | | Compensation Type | Considerations | Summary of Terms | | • Standard severance payments and benefits in the event of a termination of employment upon the occurrence of certain events. | • Value of potential payments and benefits takes into account the expected time it takes a separated executive to find a similar position. • "Double-trigger" provisions in change in control and severance agreements and 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. • Typical component of a competitive executive compensation program for executives 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 of a termination of employment upon the occurrence of certain events, including a change in control transaction. Equity Award Agreements: • Provide for accelerated vesting of awards upon a change in control transaction if the executive is terminated in connection with the transaction under specified circumstances. In addition, vesting of awards will be accelerated if the acquiring entity does not agree to provide for the assumption or substitution of the awards. • LTIP PSUs are only subject to accelerated vesting at "target" level to avoid excessive payouts that could be an impediment to a favorable transaction. • 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. • Please refer to the section of this Proxy Statement titled "—Potential Payments upon Termination or Change in Control" for additional information about the change in control and severance provisions applicable to our NEOs. |
Change in Control and Severance Provisions
| | 48 |
Change in Control and Severance Provisions
| OTHER COMPENSATION CONSIDERATIONS |
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 to assess whether the program encourages excessive or unnecessary risk-taking. 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. •We review our Peer Group compensation data regularly to assess our executives' total compensation opportunities, and ensure our compensation program is appropriate and competitive. •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.. •All of our performance-based awards are earned based on the achievement of pre-established consolidated and business unit performance goals, and the 2026 LTIP PSUs are subject to upward or downward modification based on the application of a TSR modifier. •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. •Our executive compensation program encourages executive retention through long-term vesting provisions. •Our change in control and severance benefits are designed to attract and retain executives without providing excessive benefits such as excise tax gross up payments. 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.
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 or events. 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 2026, 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.
Tax and Accounting Considerations
| SUMMARY COMPENSATION TABLE |
Tax and Accounting Considerations
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Comp. ($)(2) | All Other Comp. ($)(3) | Total ($) | | Stefano Caroti (4) | 2026 | 1,236,538 | — | 6,999,947 | 3,607,915 | 60,592 | 11,904,992 | | Chief Executive Officer and President | 2025 | 1,061,539 | — | 5,999,093 | 2,927,198 | 63,599 | 10,051,429 | | | 2024 | 786,154 | 400,000 | 1,999,912 | 1,478,169 | 60,319 | 4,724,554 | | Steven J. Fasching | 2026 | 879,365 | — | 2,299,947 | 1,518,738 | 59,123 | 4,757,173 | | Chief Financial Officer | 2025 | 839,596 | — | 2,099,287 | 1,678,335 | 21,645 | 4,638,863 | | | 2024 | 799,615 | — | 4,999,117 | 1,502,520 | 18,753 | 7,320,005 | | Anne Spangenberg | 2026 | 814,231 | — | 1,999,940 | 1,349,139 | 60,340 | 4,223,650 | | President, UGG | 2025 | 775,577 | — | 1,798,541 | 1,552,548 | 92,163 | 4,218,829 | | | 2024 | 756,164 | — | 1,499,181 | 1,388,115 | 44,844 | 3,688,304 | | Robin Spring-Green(5) | 2026 | 676,308 | — | 1,499,930 | 971,961 | 16,846 | 3,165,045 | | President, HOKA | | | | | | | | | | 2025 | 608,769 | — | 1,248,822 | 673,597 | 15,795 | 2,546,984 | | Thomas Garcia | 2026 | 694,615 | — | 1,499,930 | 899,455 | 58,615 | 3,152,615 | | Chief Administrative and Legal Officer | 2025 | 671,923 | — | 1,499,773 | 1,007,298 | 62,552 | 3,241,546 | | | 2024 | 627,764 | — | 999,639 | 937,705 | 49,179 | 2,614,287 |
Tax and Accounting Considerations
| GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026 |
Tax and Accounting Considerations
| OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END |
Tax and Accounting Considerations
| FISCAL YEAR 2026 STOCK VESTED |
Tax and Accounting Considerations
| NON-QUALIFIED DEFERRED COMPENSATION |
Non-qualified Deferred Compensation Plan
Non-qualified Deferred Compensation Plan The Committee has adopted the Non-qualified Deferred Compensation Plan (NQDC Plan), which is an unfunded, non-qualified 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 95% 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. The NQDC Plan year is from January 1 to December 31. During fiscal year 2026, 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 2026, including executive contributions and matching contributions made during the fiscal year, aggregate gains made during the fiscal year, and the balance held by each NEO as of the end of the fiscal year.
Non-qualified Deferred Compensation Plan
| Name | Executive contributions during fiscal year 2026 ($)(1) | Registrant contributions during fiscal year 2026 ($)(2) | Aggregate gains during fiscal year 2026 ($) | Aggregate withdrawals/distributions during fiscal year 2026 ($) | Aggregate balance at end of fiscal year 2026 ($) | | Stefano Caroti | 1,249,121 | 39,500 | 561,346 | — | 5,934,170 | | Steven J. Fasching | 351,668 | 39,500 | 19,404 | — | 432,973 | | Anne Spangenberg | 1,319,666 | 39,500 | 385,965 | — | 3,418,219 | | Robin Spring-Green | — | — | — | — | — | | Thomas Garcia | 526,208 | 39,500 | 443,881 | — | 4,060,317 | | Total | 3,446,663 | 158,000 | 1,410,596 | — | 13,845,679 |
Non-qualified Deferred Compensation Plan
(1)The amounts reported in this column reflect contributions made by our NEOs under the NQDC Plan during fiscal year 2026. 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 2026. These amounts are included in the "Summary Compensation Table" and do not reflect amounts earned in addition to those amounts.
Deferred Stock Unit Compensation Plan
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
Change in Control and Severance Payments
| DIRECTOR COMPENSATION |
Director Compensation Table
Director Compensation Table The following table sets forth all compensation paid or awarded to our Nonemployee Directors during fiscal year 2026. 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.
Director Compensation Table
| Name | Fees Earned ($) | Stock Awards ($)(1) | Total ($) | | Cynthia (Cindy) L. Davis | 265,833 | 170,101 | 435,934 | | David A. Burwick | 100,000 | 170,101 | 270,101 | | Nelson C. Chan | 110,000 | 170,101 | 280,101 | | Michael F. Devine, III (2) | 48,333 | 26,147 | 74,480 | | Juan R. Figuereo | 140,000 | 170,101 | 310,101 | | Patrick J. Grismer (3) | 58,333 | 98,994 | 157,327 | | Maha S. Ibrahim (4) | 260 | 269,883 | 270,143 | | Victor Luis (4) | 95,460 | 202,737 | 298,197 | | Dave A. Powers (5) | 45,000 | 85,600 | 130,600 | | Lauri M. Shanahan | 110,000 | 170,101 | 280,101 | | Bonita C. Stewart | 137,500 | 170,101 | 307,601 |
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 9 to our consolidated financial statements included in our Annual Report. (2)Mr. Devine retired from the Board effective May 22, 2025. The compensation amounts for Mr. Devine reflect a pro-rated amount based on the portion of the fiscal year during which he served as a director prior to his retirement. (3)Mr. Grismer was elected to the Board on September 8, 2025. The compensation amounts for Mr. Grismer reflect a pro-rated amount based on the portion of the fiscal year during which he served as a director following his election. (4)This director has elected to receive some or all of his or her annual cash retainer through the issuance of our common stock.
Director Compensation Table
| | 62 |
Director Compensation Table
(5)Mr. Powers retired from the Board effective September 8, 2025. The compensation amounts for Mr. Powers reflect a pro-rated amount based on the portion of the fiscal year during which he served as a director prior to his retirement.
Director Stock Ownership Guidelines
| CEO PAY RATIO |
Pay Ratio
Pay Ratio Based on this information, the fiscal year 2026 ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee was approximately 231:1.
Other Information
| PAY VERSUS PERFORMANCE |
Pay Versus Performance
Pay Versus Performance Pursuant to Item 402(v) of Regulation S-K, the following table sets forth information regarding CAP to our PEOs and average CAP to our Non-PEO NEOs, as well as certain performance measures, and our results with respect to each of them, for each of our last five fiscal years:
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 ($)(1)(2) | Compensation Actually Paid to First PEO ($)(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) | | 2026 | 11,904,992 | — | 10,883,281 | — | 3,824,621 | 3,446,056 | 181.8 | 42.6 | 1,024,071 | 1,262,903 | | 2025 | 10,051,429 | 614,513 | 2,465,345 | (11,941,432) | 3,661,555 | 635,661 | 203.0 | 39.0 | 966,091 | 1,179,092 | | 2024 | — | 14,258,412 | — | 30,785,255 | 4,586,787 | 10,222,055 | 284.9 | 43.0 | 759,563 | 927,514 | | 2023 | — | 11,391,476 | — | 21,415,165 | 2,961,401 | 4,799,279 | 136.1 | 51.8 | 516,822 | 652,751 | | 2022 | — | 10,854,934 | — | 6,190,970 | 3,867,018 | 2,845,438 | 82.9 | 77.6 | 451,949 | 564,707 |
Pay Versus Performance
(1)Mr. Caroti (referred to in the table above as our “First PEO”) served as PEO beginning August 1, 2024. Mr. Powers (referred to in the table above as our “Second PEO”) served as PEO for each of the covered fiscal years through July 31, 2024. Accordingly, separate columns are presented for our PEO only for fiscal 2025, the year in which we had two PEOs. The table below includes the name of each individual serving as an NEO during each of our last five fiscal years, including any person who served as our PEO during any portion of such fiscal years:
Pay Versus Performance
| Fiscal Year | PEO | Non-PEO NEOs | | 2026 | Stefano Caroti | Steven J. Fasching, Anne Spangenberg, Robin Spring-Green and Thomas Garcia | | 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 E. Lafitte, Stefano Caroti and Wendy Yang |
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 included in the "Total" column of the "Summary Compensation Table" for the applicable fiscal year. (3)The table below provides the adjustments made to the "Summary Compensation Table" total compensation 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.
Pay Versus Performance
| | 67 |
Pay Versus Performance
| CALCULATION OF COMPENSATION ACTUALLY PAID(a) | | | | | | | | | Fiscal Year | NEOs | Summary Compensation Table Total ($)(b) | Minus - Amount Reported in the "Stock Awards" Column in the Summary Compensation Table ($) | Plus - Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in the Fiscal Year ($) (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 ($) | | 2026 | PEO | 11,904,992 | (6,999,947) | 6,796,990 | (549,844) | (268,910) | 10,883,281 | | | Average for Non-PEO NEOs | 3,824,621 | (1,824,937) | 1,772,024 | (172,830) | (152,822) | 3,446,056 | | 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 |
Pay Versus Performance
(a) This table excludes adjustments for awards granted that vest in the same year, awards that failed to achieve their performance vesting conditions, and the payment of dividends, in each case because there is no applicable adjustment for any of the covered fiscal years. (b) Represents amounts included in the "Total" column of the "Summary Compensation Table" for the applicable fiscal year. (c) Represents the fair value, as of the end of the applicable fiscal year, of the outstanding and unvested awards granted during such fiscal year, calculated in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to our consolidated financial statements included in our annual reports on Form 10-K for the applicable fiscal years. (d) Represents the change in fair value, measured from the end of the prior fiscal year to the end of the covered fiscal year, of the outstanding and unvested awards that were granted in previous fiscal years, calculated in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to our consolidated financial statements included in our annual reports on Form 10-K for the applicable fiscal years. (e) Represents the change in fair value, measured from the end of the prior fiscal year to the applicable vesting date, of the equity awards that were granted in previous fiscal years and which vested during the applicable fiscal years, calculated in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to our consolidated financial statements included in our annual reports on Form 10-K for the applicable fiscal years.
Pay Versus Performance
| | 68 |
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 over each of our last five fiscal years. For this purpose, our peer group is the S&P 500 Apparel, Accessories & Luxury Goods Index. We do not use TSR as a direct performance measure for purposes of determining executive compensation, although we have adopted a TSR modifier that may impact the vesting amount of LTIP PSUs under certain circumstances.
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 each of our last five fiscal years. We do not use net income as a performance measure for purposes of determining executive compensation.
Compensation Actually Paid Versus Net Income
| | 69 |
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 each of our 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.
Compensation Actually Paid Versus Consolidated Operating Income
| | 70 |
Compensation Actually Paid Versus Consolidated Operating Income
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Compensation Actually Paid Versus Consolidated Operating Income
The following table sets forth, as of June 30, 2026 (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 136,725,491 shares of our common stock outstanding on June 30, 2026.
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 | 187,984 | * | | Steven J. Fasching | 92,847 | * | | Anne Spangenberg | 30,593 | * | | Robin Spring-Green | 8,474 | * | | Thomas Garcia | 40,001 | * | | Directors and Director Nominees(4) | | | | Cynthia (Cindy) L. Davis | 15,042 | * | | David A. Burwick | 14,080 | * | | Nelson C. Chan | 63,311 | * | | Juan R. Figuereo | 4,137(5) | * | | Patrick J. Grismer | 1,498 | * | | Maha S. Ibrahim | 13,054 | * | | Victor Luis | 1,410(6) | * | | Lauri M. Shanahan | 13,197(7) | * | | Bonita C. Stewart | 36,108(8) | * | | All Directors and Executive Officers as a Group (16 persons) | 549,704 | 0.4% | | 5% Stockholders | | | | BlackRock, Inc.(9) | 14,360,492 | 10.5% | | Vanguard Capital Management(10) | 10,649,383 | 7.8% |
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, 2026 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 9,968 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 17,719 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 6,995 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.
Compensation Actually Paid Versus Consolidated Operating Income
| | 71 |
Compensation Actually Paid Versus Consolidated Operating Income
(9)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 of such shares and sole dispositive power over 14,360,492 of such shares. (10)This information is based solely on Schedule 13G filed by this stockholder on April 29, 2026. This stockholder’s business address is 100 Vanguard Boulevard, Malvern, PA 19355. This stockholder has sole voting power over 1,416,496 of such shares and sole dispositive power over 10,649,383 of such shares.
Compensation Actually Paid Versus Consolidated Operating Income
| | 72 |
Compensation Actually Paid Versus Consolidated Operating Income
| SECTION 16 REPORTS |
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 2026. We are not aware of any late or missed filings of such reports for fiscal year 2026.
Compensation Actually Paid Versus Consolidated Operating Income
| | 73 |
Compensation Actually Paid Versus Consolidated Operating Income
| AUDIT & RISK MANAGEMENT COMMITTEE REPORT |
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, 2026, 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, 2026 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, 2026, 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 2026, 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.
Compensation Actually Paid Versus Consolidated Operating Income
| AUDIT & RISK MANAGEMENT COMMITTEE | | Juan R. Figuereo (Chair) | | Nelson C. Chan | | Patrick J. Grismer | | Lauri M. Shanahan |
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.
Compensation Actually Paid Versus Consolidated Operating Income
| | 74 |
Compensation Actually Paid Versus Consolidated Operating Income
| RELATED-PERSON TRANSACTIONS |
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 2026, 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 aggregate amount of this employee’s annual compensation was in excess of $120,000, and is commensurate with our other employees with similar titles, skills, and levels of experience.
Compensation Actually Paid Versus Consolidated Operating Income
| | 75 |
Compensation Actually Paid Versus Consolidated Operating Income
| PROPOSAL NO. 2 RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Compensation Actually Paid Versus Consolidated Operating Income
For fiscal year 2026, 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 2027, which covers the period from April 1, 2026 to March 31, 2027. 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.