DEF 14A of Designer Brands Inc., May 3, 2024

DEF 14A of Designer Brands Inc.

Filed May 3, 2024 · FY20230001319947-24-000019

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board currently consists of eleven members and is divided into three classes, designated as Class I, Class II, and Class III. The members of the three classes are elected to serve for staggered terms of three years. Pursuant to Article II, Section 2.02 of our Code of Regulations, the number of directors constituting each class will, as nearly as practicable, be equal. As previously discussed, Ms. Fersko is not standing for reelection at the 2024 Annual Meeting. Accordingly, following the 2024 Annual Meeting, the size of the Board will be reduced from eleven members to ten. At the 2024 Annual Meeting, three Class II director nominees are standing for election to the Board, each to serve a three-year term expiring at the 2027 Annual Meeting of Shareholders. Each of the Class II director nominees currently serves as a director on the Board of the Company. We are committed to strong corporate governance, and our Board regularly reviews our governance structure, including our classified board structure. Our Articles of Incorporation, as amended (the “Articles”), divide our Board into three classes, with each class elected to serve a three-year term. As a result, at each annual meeting of shareholders, approximately one-third of our directors are elected to serve for a three-year term. Our Board periodically considers the continued appropriateness of this classified board structure and believes that our classified board structure provides important benefits, including: •Promoting Stability and Continuity. Our classified board structure enhances stability and continuity of leadership because our Board will always include directors with prior experience and knowledge of our operating and regulatory environment, business, strategic goals, competition, trends, and risks. We believe that these experienced directors help our Board maintain a long-term perspective, leading to decisions that are both in the long-term interests of our Company and our shareholders and responsive to short-term needs and objectives. •Maximizing Shareholder Value. We believe that a classified board enhances our ability to achieve value for our shareholders in the event of an unsolicited takeover. Without a classified board, a potential acquirer could gain control of our Board at a single annual meeting by replacing a majority of our directors with its own nominees without paying a premium to our shareholders. •Enhancing Director Independence. We believe that a classified board with three-year terms enhances non-employee directors’ independence from special interest groups or other parties whose goals may not be in the best interests of all of our shareholders. The names and ages of the Class II director nominees and the Class I and Class III continuing directors, their principal occupations during the past five years, and certain other information regarding our directors are provided below. Class II Director Nominees for a Term to Expire in 2027:

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name | Age | Our Directors and Their Positions with Designer Brands Inc. / Principal Occupations / Business Experience | Director Since | Committees | | Jay L. Schottenstein | 69 | Mr. Schottenstein has served as the Executive Chairman of our Board since 2005. Mr. Schottenstein previously served as our CEO from 2005 to 2009. Mr. Schottenstein also currently serves as Chairman of the board of directors and Lead Manager of Schottenstein Realty LLC. Mr. Schottenstein has also served as CEO of American Eagle Outfitters, Inc. (NYSE: AEO) (“American Eagle”) since 2015, as Executive Chairman or Chairman of American Eagle since 1992, and as a director of American Eagle since 1992. Mr. Schottenstein has served as Chairman and CEO of Schottenstein Stores Corporation (“SSC”), our affiliate, since 1992. Mr. Schottenstein also served in various capacities, such as Chairman, CEO, Vice Chairman, director, and various executive roles, at SSC and Retail Ventures, Inc. since 1976. Mr. Schottenstein also serves as the manager of Schottenstein RVI, LLC, our affiliate. From 2006 to 2022, Mr. Schottenstein served as a member of the board of directors for Albertsons Companies, Inc. Mr. Schottenstein’s extensive experience as a chairman and CEO of numerous companies brings strong leadership skills to our Board. Additionally, Mr. Schottenstein’s tenure with the Company provides the Board with valuable institutional knowledge. | 2005 | - | | Joanne Zaiac Independent Director | 62 | In 2021, Ms. Zaiac started a consulting project with Grace Blue Partnership, an executive search firm that focuses on the marketing, marketing services, advertising, and communications sectors. From 2017 to 2021, Ms. Zaiac served in several client leadership roles at Dentsu International (“Dentsu”), including Chief Client Officer from 2020 to 2021 and Client Development Officer in 2019. Between 2017 and 2019, Ms. Zaiac was Chief Client Officer and Executive Vice President of Merkle Inc., a global data driven, technology-enabled performance marketing agency and subsidiary of Dentsu. Prior to that, Ms. Zaiac was the Chief Operating Officer of Digitas North America, a leading global digital advertising agency, until 2017. Ms. Zaiac also served as President of Digitas New York region from 1999 to 2016. From 1985 to 1999, Ms. Zaiac was Executive Vice President and Senior Vice President at Wunderman Worldwide/Young & Rubicam. Ms. Zaiac brings a depth of brand-building, marketing expertise, digital media, consumer insights, and leadership and talent development to the Board. | 2016 | HCCC TC | | Richard A. Paul Independent Director | 43 | Mr. Paul is the CEO and founder of KLUTCH Sports Group, an agency representing some of the biggest athletes across major professional sports. Mr. Paul also serves as United Talent Agency’s (“UTA”) Head of Sports and is an agency partner and was appointed to UTA’s board of directors in 2020. In 2021, Mr. Paul co-founded a company called ADOPT, a creative agency focused on sports, wellness, nutrition, technology, and other consumer-facing products. Mr. Paul joined the board of trustees of the Los Angeles County Museum of Art (“LACMA”) in 2022 and the board of directors of Live Nation Entertainment, Inc (NYSE: LYV) in 2023. Mr. Paul is also a minority partner of The SpringHill Company. Mr. Paul brings a vast knowledge of the sports and athletic industries to the Board, as well as extensive brand-building expertise and knowledge of the footwear industry. | 2022 | - |

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    Continuing Class I Directors for a Term to Expire in 2026:

  4. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name | Age | Our Directors and Their Positions with Designer Brands Inc. / Principal Occupations / Business Experience | Director Since | Committees | | Harvey L. Sonnenberg Independent Director | 82 | Mr. Sonnenberg was a partner in the certified public accounting firm Weiser, LLP from 1994 to 2009. Mr. Sonnenberg served in the United States Army and National Guard from 1964 to 1970. In addition, Mr. Sonnenberg has been active in a number of professional organizations, including the American Institute of Certified Public Accountants, where he served as a member of Council, and the New York State Society of Certified Public Accountants, where he served as Vice President and as Chairman of numerous committees, including the Retail Accounting Committee, and has long been involved in rendering audit, accounting, and consulting services to the retail, apparel, and consumer products industries. Mr. Sonnenberg was a director of Retail Ventures, Inc. from 2001 until 2011. Mr. Sonnenberg is a certified public accountant and was the partner-in-charge of his firm’s Sarbanes-Oxley and Corporate Governance practice. Mr. Sonnenberg’s strong accounting background and his deep knowledge of the changing retail environment and its impact on our Company provide significant accounting and related financial management experience to the Board. | 2005 | AC (Chair) TC | | Allan J. Tanenbaum Independent Director | 77 | Mr. Tanenbaum has been Of Counsel to Taylor English Duma, LLC, an Atlanta-based law firm, since 2014, and General Counsel and Managing Partner of Equicorp Partners, LLC, an Atlanta-based private investment and advisory firm, since 2006. From 2001 to 2005, Mr. Tanenbaum served as Senior Vice President, General Counsel and Corporate Secretary for AFC Enterprises, Inc., a franchisor and operator of quick-service restaurants. From 1996 to 2001, Mr. Tanenbaum was a shareholder in Cohen Pollock Merlin Axelrod & Tanenbaum, P.C., an Atlanta-based law firm, where he represented corporate clients in connection with mergers and acquisitions and other commercial transactions. Mr. Tanenbaum has been a member of the board of directors of Medallion Financial Corporation (Nasdaq: MFIN) since 2017, and currently serves as Chair of its compensation committee and as a member of both its nominating and corporate governance committee and investment oversight committee. With Mr. Tanenbaum’s legal background and service as general counsel of a public company, he brings valuable board governance experience to our Board. | 2005 | NCGC AC | | Peter S. Cobb Independent Director | 66 | Mr. Cobb co-founded eBags in 1998, which grew to become the largest online retailer of luggage, handbags, backpacks, and travel products. Prior to its acquisition by Samsonite International S.A. (“Samsonite”) in 2017, Mr. Cobb served as Executive Vice President and a member of the board of directors of eBags. In 2003, Mr. Cobb co-founded 6pm.com, a full-scale footwear and accessories retail website that was subsequently acquired by Zappos.com. From 1990 to 1996, Mr. Cobb was Director of Marketing at Samsonite. Mr. Cobb previously served on the board of directors at the National Retail Federation and as the Chairman of Shop.org. Mr. Cobb served as a member of the board of directors of PetMed Express, Inc. (Nasdaq: PETS) from 2021 to 2023. Additionally, Mr. Cobb is a frequent speaker on trends in the retail industry. Mr. Cobb is an accomplished executive who brings over 35 years of experience in marketing, e-commerce, and merchandising to the Board. | 2017 | NCGC (Chair) HCCC TC | | Douglas M. Howe | 63 | Mr. Howe has served as our CEO since April 1, 2023, and served as Interim President of DSW Shoe Warehouse, Inc., our wholly-owned subsidiary, from April 2023 to July 2023. Prior to Mr. Howe’s appointment as CEO, he was the Executive Vice President of Designer Brands Inc. and President of DSW Shoe Warehouse, Inc. since 2022. Prior to joining Designer Brands, Mr. Howe served as the Chief Merchandising Officer at Kohl’s Corporation from 2018 to 2022. From 2015 to 2018, Mr. Howe served as Global Chief Merchandising Officer at Qurate Retail Group. Mr. Howe has also held various leadership positions in merchandising, design, product development, and planning at Old Navy, Walmart Inc., and May Department Stores Company. As our CEO, Mr. Howe has a keen understanding of the Company’s operations, and also brings an extensive understanding and knowledge of the retail market to our Board. | 2023 | - |

  5. PROPOSAL 1 — ELECTION OF DIRECTORS

    Continuing Class III Directors for a Term to Expire in 2025:

  6. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name | Age | Our Directors and Their Positions with Designer Brands Inc. / Principal Occupations / Business Experience | Director Since | Committees | | Elaine J. Eisenman Independent Director | 75 | Since August 2016, Dr. Eisenman has served as Managing Director of Saeje Advisors LLC, an advisory firm for high-growth companies. In this role, Dr. Eisenman provides strategic advisory services to companies from a wide variety of industries and global locations. From July 2005 through August 2016, Dr. Eisenman served as Dean of Executive and Enterprise Education at Babson College. Prior to that, in 2004 and 2005, Dr. Eisenman served as Senior Vice President of Human Resources and Administration of The Children’s Place Retail Stores, Inc. (Nasdaq: PLCE). Dr. Eisenman has also held senior executive positions at American Express Company, between 1995 and 1998, Enhance Financial Services Co., between 1999 and 2003, and private companies such as PDI International, a global consulting firm, between 1990 and 1995. Dr. Eisenman serves as the Chairperson of the board of the Private Directors Association, a national firm focused on creating governance excellence for private company boards. Dr. Eisenman is also a founding member, advisory board member and Co-Chair of the Boston chapter of the Women Corporate Directors Foundation, the preeminent global organization for women who sit on public boards. Dr. Eisenman previously served on the board and as Chairperson of the compensation committee of Harvard Vanguard Medical Associates. With a background in human resources, a deep expertise in executive selection, compensation, and succession planning, and experience consulting with many companies and boards regarding driving strategic growth, cultural transformation, executive succession, and the selection and successful integration of key executives, Dr. Eisenman brings valuable experience to our Board and our Human Capital and Compensation Committee. | 2008 | HCCC (Chair) AC | | Joanna T. Lau Independent Director | 65 | Ms. Lau currently serves as a coach and consultant and has over three decades of experience in the technology, investment, and consulting industries. Ms. Lau is also the founder of the Women for Women Summit, a program dedicated to empowering and supporting women in business. Throughout Ms. Lau’s career, she has demonstrated a strong track record of success in managing and growing companies, as well as a deep understanding of the complex financial and operational issues that companies face. In addition to Ms. Lau’s work as a coach and consultant, she has held leadership positions with major corporations such as General Electric and Digital Equipment Company. Ms. Lau has extensive experience in the areas of initial public offerings, mergers and acquisitions, cybersecurity, and risk management, and has been instrumental in helping companies navigate these complex issues. Ms. Lau’s experience also extends to the biometric security and software industries. Ms. Lau’s company was the first to bring facial recognition technology to the driver’s license industry, and she has a deep understanding of the unique challenges and opportunities facing this dynamic and rapidly growing sector. Ms. Lau is also highly regarded for her expertise in corporate governance and risk management, as demonstrated by her prior services on the boards of RPT Realty, Info Soft, FSI International, ITT Education Services and TD Banknorth. Ms. Lau brings to the Board a wealth of knowledge and experience helping ensure that companies adhere to the highest standards of financial and operational transparency. | 2008 | TC (Chair) NCGC HCCC | | Joseph A. Schottenstein | 44 | Mr. Schottenstein is a director, Chief Operating Officer, and Executive Vice President of Acquisitions and Leasing at SPG and Schottenstein Realty LLC. Mr. Schottenstein has held various positions with the Schottenstein family of companies and currently holds a position on the board of directors and as an Executive Vice President of SSC. Mr. Schottenstein is also involved in the management of Raconteur Fine Wines LLC dba Company Fine Wine. In addition, Mr. Schottenstein holds a position on the board of directors of American Signature, Inc. Mr. Schottenstein assisted with special acquisitions for SPG from 2003 to 2006, served in the property management group of SPG from 2006 to 2008, and served as the Vice President of Leasing at SPG from 2008 through 2010. From June 2004 until 2006, Mr. Schottenstein served as the Co-Manager of Indigo Nation, LLC, a specialty denim retailer. Since its acquisition in 2013, Mr. Schottenstein has served on the board of directors and in an executive capacity of Mayacamas Vineyards, a Napa Valley winery. Mr. Schottenstein brings business expertise in real estate and business development to our Board. | 2012 | - |

  7. PROPOSAL 1 — ELECTION OF DIRECTORS

    Unless otherwise directed, the persons named in the proxy will vote the proxies “FOR” the election of the above-named director nominees as Class II director nominees. While it is contemplated that all director nominees will stand for election, in the event any person nominated fails to stand for election, the proxies will be voted for such other director nominee(s) as may be designated by the Board. We have no reason to believe that any of the above-mentioned Class II director nominees will not stand for election or serve as a director. Proxies cannot be voted for a greater number of persons than the number of nominees named herein. Under Ohio law and our Code of Regulations, directors are elected by a plurality of the votes cast. This means that the director nominees receiving the greatest number of votes voted “FOR” their election will be elected as directors. Withheld and broker non-votes will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election. Your Board unanimously recommends a vote “FOR” each of the Class II director nominees.

  8. Director Nominee Selection

    Director Nominee Selection The Nominating and Corporate Governance Committee is responsible for identifying and evaluating potential candidates for nomination as a director. Candidates may come to the attention of the Nominating and Corporate Governance Committee from a variety of sources, including current Board members, shareholders, and management. All candidates, including shareholder nominees, are reviewed in the same manner, regardless of the source of the recommendation. The Nominating and Corporate Governance Committee will consider the recommendations of shareholders regarding potential director candidates. For additional information regarding how to submit a director nominee for the Company’s 2025 Annual Meeting of Shareholders, see “Shareholder Director Nominees.” Although there are no specific minimum qualifications that a director candidate must possess, potential candidates are identified and evaluated according to the qualification criteria set forth in the Nominating and Corporate Governance Committee charter, including: •independence; •judgment; •skill; •diversity; •strength of character; •age; •experience with businesses and organizations of comparable size or scope; •experience as an executive of, or advisor to, a publicly traded or private company; •experience and skill relative to other Board members; •specialized knowledge or experience; •service on other boards; and •desirability of the candidate’s membership on the Board or any committees of the Board. The Nominating and Corporate Governance Committee values diversity and believes that directors with different backgrounds and perspectives enhance the effectiveness of the Board. Accordingly, the Nominating and Corporate Governance Committee may take into account various attributes, including background, age, gender, ethnicity, skill set, or viewpoint. Additionally, in 2021, the Company formalized its diversity policy in its Corporate Governance Principles by requiring any search firm engaged by the Board or the Nominating and Corporate Governance Committee to include diverse candidates in the pool from which director candidates are selected, including, but not limited to, candidates that identify with a diversity characteristic with respect to race, color, national origin, religion, disability, marital status, age, sexual orientation, gender, or gender identity and expression and who possess the requisite skills and characteristics. Currently, approximately 36% of our Board self-identifies as female, approximately 27% of our Board self-identifies as racially/ethnically diverse, and approximately 54% of our Board is either 65 years old or under the age of 65. * Based on self-identification information that was provided by the directors, in each case as of May 3, 2024. Each such director has consented to the public disclosure of such information. Ms. Fersko is included in these statistics. As discussed, Ms. Fersko is not standing for reelection and, therefore, will no longer serve on the Board after the 2024 Annual Meeting.

  9. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Our Human Capital and Compensation Committee reviews and makes recommendations to our Board regarding non-employee director compensation. In making its recommendations, the Human Capital and Compensation Committee considers the overall size of the Board and the significant time committed by each of our directors to the performance of their duties, as well as peer data and input from the Human Capital and Compensation Committee’s independent compensation consultant. Messrs. Howe and Jay Schottenstein, who serve as the Company’s CEO and Executive Chairman, respectively, do not receive additional compensation for serving as directors. Our current director compensation policy provides that each non-employee director will receive:

  10. COMPENSATION OF DIRECTORS

    | Annual Cash Retainer | $90,000 | | Annual Equity Retainer | $150,000 | | Audit Committee Member Retainer(1) | $20,000 | | Human Capital and Compensation Committee Member Retainer(1) | $15,000 | | Nominating and Corporate Governance Committee Member Retainer(1) | $15,000 | | Technology Committee Member Retainer(1) | $15,000 | | Audit Committee Chair Retainer(2) | $40,000 | | Human Capital and Compensation Committee Chair Retainer(2) | $35,000 | | Nominating and Corporate Governance Committee Chair Retainer(2) | $30,000 | | Technology Committee Chair Retainer(2) | $30,000 |

  11. COMPENSATION OF DIRECTORS

    _______________________________ (1)Payable in cash. Additional annual retainer for committee service for each committee on which such director serves. Committee chairs receive a Chair Retainer, but do not receive this additional retainer. (2)Payable in cash. The chairs of the Audit Committee, Human Capital and Compensation Committee, Nominating and Corporate Governance Committee, and Technology Committee each receive an additional $40,000, $35,000, $30,000, and $30,000, respectively, in cash or stock (as they may elect) per year. The annual retainers are paid as follows: •The annual cash retainer and any additional cash retainer are payable in quarterly installments on the last day of each fiscal quarter; and •The annual equity retainer is granted on the date of each annual meeting of shareholders for the purpose of electing directors and is determined by dividing the amount of the retainer by the per-share closing price of our Class A Common Shares on the grant date. In addition, we pay attorneys’ fees related to the preparation and filing of director stock ownership forms with the SEC. We also reimburse reasonable travel expenses to attend Board and Board committee meetings and director continuing education expenses. Directors do not receive any additional compensation for attending Board meetings or Board committee meetings. All members of our Board are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board and its committees. Non-employee directors may elect to have any of the cash portion of their compensation paid in the form of stock units in lieu of cash. Employee directors do not receive any additional consideration for their service on the Board.

  12. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company sponsors a Nonqualified Deferred Compensation Plan (“Nonqualified Plan”), in which a select group of management and other highly-compensated associates, including NEOs and Board members, may participate. The Company does not provide a company matching contribution in the Nonqualified Plan. In fiscal 2023, none of the NEOs or Board members participated in the Nonqualified Plan. Under the Nonqualified Plan, eligible associates may contribute up to 70% of their base salary and 80% of their monthly and/or annual bonus on a pre-tax basis. Board members may defer up to 100% of the annual cash retainer paid by Designer Brands. Deferral elections are made annually related to future compensation, in compliance with §409A of the Code. Participating associates who also participate in the 401(k) Plan may earn a 401(k) make-up contribution if their contributions to the Nonqualified Plan reduce the matching contributions they receive in the 401(k) Plan. In order to maintain the Nonqualified Plan’s tax-deferred status, Nonqualified Plan assets are subject to the claims of the Company’s creditors. Participants choose to invest their account in an array of investment alternatives that generally mirror the investment alternatives under the 401(k) Plan. The Nonqualified Plan allows for in-service distributions in a lump sum. The Nonqualified Plan also allows for retirement distributions which are permitted as a lump sum or in three, five, or ten annual installments. Distribution elections are made when deferral elections are made in compliance with § 409A of the Code.

  13. FISCAL 2023 DIRECTOR COMPENSATION

    FISCAL 2023 DIRECTOR COMPENSATION The following table sets forth certain information regarding the compensation earned by or paid to each non-employee director who served on the Board in fiscal 2023.

  14. FISCAL 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid In Cash(1) | Stock Awards(2) | Total | | Peter S. Cobb | $150,000 | $150,000 | $300,000 | | Elaine J. Eisenman | $145,000 | $150,000 | $295,000 | | Joanna T. Lau | $150,000 | $150,000 | $300,000 | | Joseph A. Schottenstein(3) | $90,000 | $150,000 | $240,000 | | Harvey L. Sonnenberg | $145,000 | $150,000 | $295,000 | | Allan J. Tanenbaum | $125,000 | $150,000 | $275,000 | | Joanne Zaiac | $120,000 | $150,000 | $270,000 | | Rich A. Paul | $90,000 | $150,000 | $240,000 | | Tami J. Fersko | $125,000 | $150,000 | $275,000 |

  15. FISCAL 2023 DIRECTOR COMPENSATION

    _______________________________ (1)This amount reflects the board fees paid to the director for fiscal 2023. (2)Each non-employee director was granted stock units on June 15, 2023. The amounts reported in the “Stock Awards” column represent the full grant date fair value for financial statement reporting purposes, as provided by Financial Accounting Standards Board Accounting Standards Codifications Topic 718 (“ASC 718”) (determined by the closing price of Company Class A Common Stock on the date of grant). Messrs. Joseph Schottenstein, Sonnenberg, and Paul and Mses. Fersko and Lau elected to have the shares distributed within 30 days of the grant date. The remaining directors have elected to settle the units upon leaving the Board. (3)Mr. Joseph Schottenstein has elected to receive payment of all fees in the form of stock awards. The value of the awards is reflected in the “Fees Earned or Paid in Cash” column. The total number of shares granted were 9,589. The quarterly number of shares granted was based on the closing stock price on the day of grant rounded to the nearest whole share. As of February 3, 2024, the current directors held the following number of stock units:

  16. FISCAL 2023 DIRECTOR COMPENSATION

    | Name | Number of Stock Units Outstanding as of February 3, 2024* | | Peter S. Cobb | 83,732 | | Elaine J. Eisenman | 158,208 | | Joanna T. Lau | 125,484 | | Joseph A. Schottenstein | 153,086 | | Harvey L. Sonnenberg | 72,504 | | Allan J. Tanenbaum | 179,806 | | Joanne Zaiac | 70,995 | | Rich A. Paul | 23,752 | | Tami J. Fersko | 23,752 |

  17. FISCAL 2023 DIRECTOR COMPENSATION

    *Amounts listed include accumulated dividend equivalent units.

  18. Compensation Philosophy and Changes to Compensation Program for Fiscal 2023

    | Compensation Element | Summary of Fiscal 2023 Actions and Changes | | Base Salary | •In connection with Mr. Howe’s promotion to CEO in April 2023, he received a 9.1% increase in base salary in recognition of his expanded responsibilities and to align with market practices. •In connection with Mr. Poff’s promotion to CAO in March 2023, he received a 16.7% increase in base salary in recognition of his expanded responsibilities and to align with market practices. | | Short-Term Incentive Compensation | •For fiscal 2023, the Committee determined that the annual incentive plan for NEOs would be based solely on the Company’s overall operating profit performance and would not include business segment performance, with the goal of encouraging cohesiveness and driving Company-wide performance. | | Long-Term Incentive Compensation | •As in prior years, a meaningful portion of NEOs’ compensation consisted of long-term incentive compensation. •During fiscal 2023, all NEOs other than Mr. Rawlins and Ms. Denk received restricted stock unit (“RSU”) awards composed of both performance-based RSUs and time-based RSUs. Ms. Denk was hired mid-year; therefore, her fiscal 2023 annual grant consisted solely of time-based RSUs. Mr. Rawlins did not receive a 2023 equity grant due to the timing of his departure as CEO. •RSU awards, including both performance-based RSUs and time-based RSUs, were granted to Mr. Schottenstein, Mr. Howe, Mr. Poff, Ms. Ferrée and Mr. Jordan on an equally-weighted basis. •The performance-based RSUs cliff vest three years from the grant date, subject to and based on the Company’s achievement of the predetermined fiscal 2023 operating profit performance goal during the one-year performance period that ended on February 3, 2024. •The time-based RSUs cliff vest three years from the date of grant. |

  19. Shift to Three-Year Performance-Based RSU Awards for Fiscal 2024

    Shift to Three-Year Performance-Based RSU Awards for Fiscal 2024 In fiscal 2023, working with its independent compensation consultant, the Committee undertook a comprehensive review of the design of its executive compensation programs, including compensation philosophy and both short-term and long-term incentive plan design. In its review, the Committee considered the Company’s business strategy, best market practices, and expectations of shareholders, including with respect to long-term performance. As a result of this review, and in light of the Company’s focus on improving performance and return to shareholders, the Committee approved changes to the performance-based RSU program to focus on three-year performance, using multiple one-year performance periods, to take effect in fiscal 2024. This differs from historical practice of a single one-year performance period for performance-based RSUs that then, assuming the performance goal was achieved, cliff vested following an additional time-based vesting period. The performance-based RSUs continue to make up 50% of the long-term incentive award for each NEO.

  20. Executive Compensation Objectives

    Executive Compensation Objectives The Committee has developed the following key executive compensation objectives in order to support our business strategy and compensation philosophy: 1.Attract and retain highly qualified, experienced executives who can make significant contributions to our long-term business success. The Committee annually reviews the performance and succession of executive officers and typically provides input on the need for and addition of new executive officer talent. 2.Reward executives for achieving business goals and delivering strong performance. The Committee regularly reviews executive compensation to ensure a proper balance between fixed and variable compensation, heavily weighting at-risk compensation that is designed to incentivize and reward executives for achieving short-term and long-term performance goals. 3.Align executive incentives with shareholder value creation. In light of the highly competitive nature of our business, the Committee believes that providing competitive long-term equity award levels is appropriate for attracting and retaining our NEOs. Such grants strongly align the NEOs’ interests with the interests of our shareholders, as each is focused on the same result, which is to create long-term shareholder value. As a result, the Committee annually awards equity, generally in the form of performance-based RSUs and time-based RSUs, to the NEOs.

  21. Proxy Peer Group

    Proxy Peer Group The criteria used to select companies for the fiscal 2023 proxy peer group (the “Proxy Peer Group”) included: •Companies with annual revenue between approximately one-half and two times that of the Company; •Companies we compete against for business and talent; •Companies with a fashion orientation and/or that operate as specialty retail; •Retailers that operate larger square footage stores; •Companies with similar business complexity (i.e., multiple brands, mix of retail and wholesale, design and manufacture of own brand, private label, global operations, etc.); and •Companies that have a track record of growth in sales and profit. The Committee evaluated the actual pay of the NEOs with pay data drawn from proxy-disclosed pay information for the following publicly traded companies, which comprised the Proxy Peer Group:

  22. Proxy Peer Group

    | Fiscal 2023 Proxy Peer Group | | | | Abercrombie & Fitch Co. (ANF) | Crocs, Inc. (CROX) | Tapestry, Inc. (TPR) | | American Eagle Outfitters, Inc. (AEO) | Deckers Outdoor Corporation (DECK) | The Children’s Place, Inc. (PLCE) | | Big Lots, Inc. (BIG) | Express, Inc. (EXPR) | Urban Outfitters, Inc. (URBN) | | Caleres, Inc. (CAL) | Genesco, Inc. (GCO) | Wolverine World Wide, Inc. (WWW) | | Carter’s, Inc. (CRI) | Skechers U.S.A., Inc. (SKX) | | | Chico’s FAS, Inc. (CHS) | Steve Madden, Ltd. (SHOO) | |

  23. Proxy Peer Group

    For fiscal 2023, Ulta Beauty, Inc. was removed from the Proxy Peer Group because its revenue was greater than the criteria range. Other than this change, the Proxy Peer Group remained unchanged from the 2022 proxy peer group. For fiscal 2023, the compensation paid to the NEOs was reviewed relative to compensation paid by the Proxy Peer Group to executive officers of similar title and responsibility. By reviewing this publicly available information, as summarized for the Committee by Korn Ferry, the Committee was able to analyze and assess the market competitive pay for each NEO position. The Committee reviews each individual NEO’s compensation relative to the other NEOs’ compensation, taking into account each NEO’s scope of responsibility, performance, and impact on our business results. In addition to the Proxy Peer Group, the Committee reviewed data from the Korn Ferry 2023 Retail Industry Total Remuneration Report, which provides data on the compensation practices of key competitors, including fashion and specialty retailers. This survey provides information on all key executive positions at major retailers and is used to supplement the Proxy Peer Group data. This survey also provides the Committee with an understanding of the broader retail market and pay practices for jobs of similar scope and complexity, with the goal of allowing the Company to remain competitive in both attracting talented senior executives and retaining high performing executives.

  24. Fiscal 2023 Executive Compensation Mix

    Fiscal 2023 Executive Compensation Mix In fiscal 2023, aggregate compensation for Mr. Howe was approximately 16% fixed compensation (base salary) and 84% variable compensation (based on Mr. Howe’s target annual cash incentive compensation and the grant date value of his long-term equity incentive compensation). The other Current NEOs’ compensation consisted of, on average, approximately 26% fixed compensation (base salary) and approximately 74% variable compensation (based on their target annual cash incentive compensation and the grant date value of their long-term equity incentive compensation). The chart below reflects details of the compensation for Mr. Howe and the other current NEOs (on average) in fiscal 2023. The Committee believes that the balance was appropriate given the current focus and goals of the Company. As described in greater detail below, due to Company performance during fiscal 2023, no amounts were paid to the NEOs with respect to the annual cash incentive compensation or performance-based RSUs granted in fiscal 2023.

  25. I. Base Salary

    I. Base Salary Base salaries are determined based on position, responsibilities, and individual contributions with reference to the market data provided by Korn Ferry. As we use base salary as a means to attract and retain our NEOs, our executive compensation program aims to pay base salaries that are competitive with those of the Proxy Peer Group, supplemented with survey data from key competitors from the Korn Ferry 2023 Retail Industry Total Remuneration Report. In the first quarter of each year, the Committee reviews and determines each NEO’s base salary. During its review, the Committee primarily considers: •Overall financial performance of the Company during the prior year; •The individual performance of the NEO during the prior year; •Base salary data drawn from the market data; and •The target total cash compensation level of the appropriate benchmark position(s) from the market data. Base Salary Changes for Fiscal 2023 The following table sets forth the changes to the NEOs’ base salaries during fiscal 2023:

  26. I. Base Salary

    *Ms. Denk joined the Company in July 2023. (1) During 2023, the Committee met with Korn Ferry and reviewed market information related to the pay of Mr. Schottenstein and Ms. Ferrée. The CEO also reviewed with the Committee the accomplishments and contributions made by Ms. Ferrée. After an analysis of the market information, their roles in the Company’s business, and other relevant factors, the Board determined that the fiscal 2022 base salary amounts for Mr. Schottenstein and Ms. Ferrée remained competitive as compared to the Proxy Peer Group and appropriate for their roles. (2) Prior to Mr. Howe’s appointment as CEO in April 2023, the Executive Chairman met with the Committee and reviewed the accomplishments and contributions made by Mr. Howe during his tenure with the Company. The Committee also reviewed and considered benchmarking information provided by Korn Ferry relative to CEO positions. In recognition of Mr. Howe’s appointment to CEO and his personal accomplishments and contributions, the Committee approved a 9.1% increase to Mr. Howe’s base salary. (3) The Executive Chairman and CEO reviewed with the Committee the accomplishments and contributions made by Mr. Poff during the year. After discussing the Company’s financial performance during fiscal 2022, considering the recommendations of the Executive Chairman and the CEO, analyzing the benchmarking information provided by Korn Ferry, and in recognition of his appointment to CAO, the Committee approved a 16.7% increase to Mr. Poff's base salary.

  27. II. Performance-Based Short-Term Cash Incentive Plan

    II. Performance-Based Short-Term Cash Incentive Plan The Designer Brands Inc. 2005 Cash Incentive Compensation Plan (as amended and restated, the “ICP”) is designed to promote the achievement of annual performance goals and to focus the NEOs on the short-term objectives that the Committee believes will ultimately drive the attainment of long-term business objectives and increases in shareholder value. The NEOs are generally treated the same as all other eligible associates that participate in the ICP. Under the ICP, NEOs are eligible for annual cash incentive awards, the achievement of which is based upon well-defined, pre-established business objectives.

  28. Fiscal 2023 Incentive Levels

    | 2023 NEO Target Cash Incentive Compensation | | | Name | Target Payout (as % of Salary) | | Mr. Schottenstein | 150% | | Mr. Howe | 150% | | Mr. Poff | 75% | | Ms. Ferrée | 125% | | Ms. Denk | 75% | | Mr. Rawlins | 150% | | Mr. Jordan | 75% |

  29. Fiscal 2023 Incentive Levels

    Threshold, target, and maximum payouts are based on the Company’s achievement of the performance goals at the applicable level. We do not make payouts below the threshold level.

  30. Fiscal 2023 ICP – Performance Goals and Actual Performance

    Fiscal 2023 ICP – Performance Goals and Actual Performance In February 2023, the Committee approved using Adjusted Operating Income, a non-GAAP financial measure, as the performance metric for the fiscal 2023 ICP. The Committee selected this performance metric as it believes that Adjusted Operating Income provides a meaningful representation of our core financial operating performance and is a key financial metric used by management and stakeholders, and is prevalent in our industry. In setting the threshold, target, and maximum Company financial performance goals, the Committee considered specific circumstances facing the Company, historical performance, and investor expectations, as well as input from Korn Ferry. The table below sets forth the performance ranges, corresponding payout goals, and actual performance achievement for the fiscal 2023 ICP:

  31. Fiscal 2023 ICP – Performance Goals and Actual Performance

    | Fiscal 2023 ICP Performance Goals and Actual Performance | | | | | | | Threshold Payout | Target Payout | Maximum Payout | Actual Performance | | Performance Range (Company Adjusted Operating Income*) | $189.5 million | $203.5 million | $217 million | $89.9 million | | Payout Level | 50% | 100% | 200% | No payout achieved |

  32. Fiscal 2023 ICP – Performance Goals and Actual Performance

    *Adjusted Operating Income is a non-GAAP financial measure that means GAAP Operating Income as reported, adjusted to exclude any integration and restructuring expenses, impairment charges, acquisition costs, CEO Transition costs, and any other adjustments as separately identified in the Company’s quarterly earnings releases. Adjusted Operating Income also excludes the effect of changes in foreign currency exchange rates from the budgeted exchange rate.

  33. Fiscal 2023 NEO Payouts

    Fiscal 2023 NEO Payouts As noted in the table above, the Company earned $89.9 million in Adjusted Operating Income for fiscal 2023, which was below the threshold goal, resulting in no payout for any of the NEOs under the ICP. This demonstrates the at-risk nature of incentive compensation and the linkage between pay and performance.

  34. Fiscal 2023 NEO Payouts

    | Fiscal 2023 NEO Cash Incentive Plan Payouts | | | | Name | Payout Level Achieved | Actual Payout | | Mr. Schottenstein | 0% | $0 | | Mr. Howe | 0% | $0 | | Mr. Poff | 0% | $0 | | Ms. Ferrée | 0% | $0 | | Ms. Denk | 0% | $0 | | Mr. Rawlins | 0% | $0 | | Mr. Jordan | 0% | $0 |

  35. III. Long-Term Equity Incentive Compensation

    III. Long-Term Equity Incentive Compensation We believe that our executive officers are in a position to make substantial contributions to the long-term success of the Company and should have a significant portion of compensation tied to such success. Long-term compensation creates a pay-for-performance culture that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executive officers with those of our shareholders. Ultimately, long-term compensation promotes the retention of our executive officers and creates the potential to maximize shareholder value. Our long-term incentive compensation utilized the following types of award grants to achieve these goals, with each award weighted equally (i.e., 50%): •Performance-based RSUs; and •Time-based RSUs.

  36. Fiscal 2023 Long-Term Equity Incentive Awards

    Fiscal 2023 Long-Term Equity Incentive Awards In determining the value of annual long-term equity incentive grants, the Committee’s overall objective is consistent with our executive compensation philosophy to provide competitive long-term incentive awards. Accordingly, in determining the grant date value for the fiscal 2023 long-term incentive awards, the Committee considered market data from Proxy Peer Group companies provided by Korn Ferry, as well as performance for each NEO. The Committee believes that the fiscal 2023 long-term incentive awards provide an appropriate incentive to the leadership team to focus on long-term shareholder value creation and, at the same time, sufficiently promote retention, which the Company believes is necessary in a competitive labor market. Except with respect to Ms. Denk’s annual long-term equity incentive award, which was granted on the first of the month following her hire date, the fiscal 2023 performance-based RSUs and time-based RSUs were granted in March 2023 to all NEOs as part of the annual performance review process. All of the NEOs’ long-term equity incentive awards granted in fiscal 2023 were made under the Designer Brands Inc. 2014 Long-Term Incentive Plan (as amended and restated, the “LTI Plan”), which was first approved by shareholders in 2014 and amended and restated in 2020. The information below reflects the long-term equity incentive awards granted to the NEOs in fiscal 2023, which represented an equal split between performance-based RSUs and time-based RSUs.

  37. Fiscal 2023 Long-Term Equity Incentive Awards

    | Fiscal 2023 Annual Equity Grants (1)(2)(3)(4) | | | | | Name | # of Performance-Based RSUs Granted (at Target) | # of Time-Based RSUs Granted | Total Shares Granted (at Target) | | Mr. Schottenstein | 176,058 | 176,058 | 352,116 | | Mr. Howe | 264,085 | 264,085 | 528,170 | | Mr. Poff | 58,685 | 58,685 | 117,370 | | Ms. Ferrée | 164,320 | 164,320 | 328,640 | | Ms. Denk | N/A | 101,935 | 101,935 | | Mr. Rawlins | N/A | N/A | N/A | | Mr. Jordan | 64,555 | 64,555 | 129,110 |

  38. Fiscal 2023 Long-Term Equity Incentive Awards

    (1)The annual long-term equity incentive awards were granted on March 23, 2023, based on a grant date fair value of $8.52, with the exception of Ms. Denk. (2)Ms. Denk’s annual long-term equity incentive award was granted on August 1, 2023, based on a grant date value of $9.81. (3)The performance-based RSUs and time-based RSUs reported in the table above do not include dividend equivalent units earned in fiscal 2023. (4)Performance-based RSUs vest 100% on the third anniversary of the grant date, subject to the achievement of the threshold performance goal during the one-year performance period that ended February 3, 2024. Time-based RSUs vest 100% on the third anniversary of the grant date.

  39. Performance-Based RSUs

    Performance-Based RSUs Performance-based RSUs reward NEOs in proportion to the Company’s financial performance based on the predetermined performance measure selected by the Committee during the one-year performance period. Following the conclusion of the one-year performance period, the performance-based RSUs are also subject to a subsequent two-year time-based vesting feature, such that performance-based RSUs vest 100% on the third anniversary of the grant date. If threshold performance is not achieved during the performance period, the performance-based RSUs are forfeited in their entirety. For fiscal 2023, the Committee selected Adjusted Operating Income as the performance metric, as it believes that this metric provides a meaningful representation of our core financial operating performance and is a key financial metric used by management and other stakeholders. In the first 90 days of the fiscal year, the Committee establishes the minimum, target, and maximum levels of performance used to determine the potential number of RSUs earned, as shown in the table below. In setting the threshold, target, and maximum Company financial performance goals, the Committee considered specific circumstances facing the Company, historical performance, and investor expectations, as well as input from Korn Ferry. The fiscal 2023 performance-based RSUs were granted on March 23, 2023 based on a grant date fair value of $8.52 per share. The following table shows the minimum, target, and maximum levels, corresponding payout opportunities, and actual performance results for fiscal 2023 performance-based RSU awards.

  40. Performance-Based RSUs

    | Fiscal 2023 Performance-Based RSU Plan | | | | | | | Minimum | Target | Maximum | Actual Results | | One-Year Company Adjusted Operating Income* | $132.7 million | $189.5 million | $208.5 million | $89.9 million | | Payout Range (as % of Target) | 50% | 100% | 150% | No payout achieved |

  41. Performance-Based RSUs

    *Adjusted Operating Income is a non-GAAP financial measure that means GAAP Operating Income as reported, adjusted to exclude any integration and restructuring expenses, impairment charges, acquisition costs, CEO Transition costs, and any other adjustments as separately identified in the Company’s quarterly earnings releases. Adjusted Operating Income also excludes the effect of changes in foreign currency exchange rates from the budgeted exchange rate. As noted in the table above, the Company earned $89.9 million in Adjusted Operating Income during the one-year performance period that ended February 3, 2024, which was below the threshold goal, resulting in no performance-based RSUs being achieved for any of the NEOs. This demonstrates the at-risk nature of incentive compensation and the linkage between pay and performance.

  42. Performance-Based RSUs

    | Fiscal 2023 Performance-Based RSUs Earned | | | Name | # of Performance-Based RSUs Earned | | Mr. Schottenstein | 0 | | Mr. Howe | 0 | | Mr. Poff | 0 | | Ms. Ferrée | 0 | | Ms. Denk | N/A | | Mr. Rawlins | N/A | | Mr. Jordan | 0 |

  43. Time-Based RSUs

    Time-Based RSUs Time-based RSUs provide retention value because they generally vest 100% at the end of three years from the grant date. Since the stock unit value is tied directly to the market value of the Company’s common stock, the value delivered to the executive will increase and decrease with changes in stock price and still provides some retentive value even when the stock price is stable or declining.

  44. Vesting of Fiscal 2020 Awards

    Vesting of Fiscal 2020 Awards As disclosed in the Company’s definitive proxy statement for the 2021 Annual Meeting of Shareholders, in fiscal 2020, the Committee granted long-term equity incentive awards to Messrs. Schottenstein, Rawlins, Poff, Jordan and Ms. Ferrée that consisted of time-based RSUs that cliff vested three years from the date of grant. Pursuant to the terms of these grants, the applicable time-based vesting requirements lapsed in March 2023. Fiscal 2020 was the last year that the Committee granted equity awards to the NEOs that were time-based only and added a performance-based feature to such awards starting in fiscal 2021. See the Fiscal 2023 Option Exercises and Stock Vested table for more information about the vesting of the time-based RSUs during fiscal 2023.

  45. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company sponsors a Nonqualified Deferred Compensation Plan (“Nonqualified Plan”), in which a select group of management and other highly-compensated associates, including NEOs, may participate. The Company does not provide a company matching contribution in the Nonqualified Plan. In fiscal 2023, none of the NEOs participated in the Nonqualified Plan. Under the Nonqualified Plan, eligible associates may contribute up to 70% of their base salary and 80% of their monthly and/or annual bonus on a pre-tax basis. Deferral elections are made annually related to future compensation, in compliance with §409A of the Code. Participating associates who also participate in the 401(k) Plan may earn a 401(k) make-up contribution if their contributions to the Nonqualified Plan reduce the matching contributions they receive in the 401(k) Plan. In order to maintain the Nonqualified Plan’s tax-deferred status, Nonqualified Plan assets are subject to the claims of the Company’s creditors. Participants choose to invest their account in an array of investment alternatives that generally mirror the investment alternatives under the 401(k) Plan. The Nonqualified Plan allows for in-service distributions in a lump sum. The Nonqualified Plan also allows for retirement distributions which are permitted as a lump sum or in three, five, or ten annual installments. Distribution elections are made when deferral elections are made in compliance with § 409A of the Code.

  46. Termination and Change in Control Arrangements

    Termination and Change in Control Arrangements The Current NEOs, other than Mr. Schottenstein, have standard executive agreements that entitle them to receive certain benefits and payments if their employment terminates in specified separation scenarios. All of the currently employed NEOs, and all participants in the LTI Plan, are entitled to certain payments or benefits upon a qualifying termination in connection with a change in control (“double trigger”), including potential acceleration of the vesting of outstanding equity awards pursuant to the LTI Plan. These arrangements are described under the Potential Payments upon Termination and Change in Control section. The executive severance agreements do not include specific amounts of salary, bonus opportunities, or equity-based compensation for future years. In January 2023, the Company announced a planned succession process, whereby Mr. Rawlins stepped down from his role as CEO and as a member of the Board effective April 1, 2023, at which time Mr. Howe assumed the CEO role and joined the Board. To assist in facilitating a smooth transition, as disclosed in our 8-K filed January 5, 2023, Mr. Rawlins served as a strategic advisor to the Company and the Board through April 1, 2024, pursuant to a Transition and Consulting Agreement, as described under the Potential Payments upon Termination and Change in Control section.

  47. Equity Grant Practices

    Equity Grant Practices Under the LTI Plan, the Committee approves all equity awards and has not delegated to management the authority to approve equity awards. The Chair of the Committee has authority to approve equity awards in situations where it is not practical to bring the Committee together for such a purpose. The Committee has a longstanding methodology to determine the grant date on which annual equity awards would be granted to eligible associates. The Committee determined that the annual equity grant date would be the seventh calendar day following the Company’s fiscal year-end earnings release. The Committee also reviews and considers approval of off-cycle equity awards recommended by management. These off-cycle equity awards reflect commitments made by the Company, subject to approval by the Committee, and are for current associates (generally in the case of promotion or retention), new hires who have already become employees of the Company, or prospective hires who have agreed to a start date with the Company. The grant date for current associates, and for new hires who have already become employees of the Company, is the date set by the Committee. The grant date is the first or the fifteenth of the month, whichever is closest following the start date, promotion date, or other event date. Additionally, the Committee does not coordinate equity grants so that they are made before announcement of favorable information or after announcement of unfavorable information.

  48. LTI Plan Recoupment Policy

    LTI Plan Recoupment Policy The LTI Plan also includes a compensation recoupment provision that allows the Company to recover payment relating to awards granted under the LTI Plan in certain circumstances, including if a participant engages in fraudulent conduct or activities relating to the Company or a participant knew or should have known of such conduct or activities. Additionally, the LTI Plan gives the Committee the authority to recoup certain compensation in the event that the Company restates its financial statements and, as a result of such restatement, the amount of compensation that would have been paid or payable pursuant to an award granted under the LTI Plan would have been lower had the financial results been properly reported. This policy is in addition to any requirements that might be imposed pursuant to applicable law, including the Dodd-Frank Clawback Policy.

  49. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes compensation earned by each of the NEOs during fiscal 2023, fiscal 2022, and fiscal 2021.

  50. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary (1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Jay L. Schottenstein Executive Chairman of the Board | 2023 | $1,019,231 | – | $3,000,028 | – | $269,736 | $4,288,995 | | | 2022 | $989,231 | – | $2,499,975 | $949,662 | $207,822 | $4,646,690 | | | 2021 | $925,385 | – | $2,000,015 | $2,776,155 | $209,918 | $5,911,473 | | Douglas M. Howe Chief Executive Officer | 2023 | $1,205,769 | – | $4,500,008 | – | $13,835 | $5,719,612 | | | 2022 | $740,385 | $250,000 | $8,549,964 | $1,497,375 | $192,867 | $11,230,591 | | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | | Jared A. Poff Executive Vice President, Chief Financial Officer, Chief Administrative Officer | 2023 | $698,077 | – | $999,992 | – | $13,898 | $1,711,967 | | | 2022 | $592,308 | – | $1,360,015 | $227,446 | $12,684 | $2,192,453 | | | 2021 | $546,154 | – | $599,974 | $655,385 | $12,007 | $1,813,520 | | Deborah L. Ferrée Vice Chair, Chief Product Officer | 2023 | $1,049,808 | – | $2,800,013 | – | $13,590 | $3,863,411 | | | 2022 | $1,030,000 | – | $2,799,972 | $1,218,619 | $12,530 | $5,061,121 | | | 2021 | $1,030,000 | $300,000 | $2,800,021 | $2,513,844 | $11,930 | $6,655,795 | | Laura T. Denk Executive Vice President | 2023 | $403,846 | – | $999,982 | – | $8,030 | $1,411,858 | | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | | Roger L. Rawlins Former Chief Executive Officer | 2023 | $250,000 | – | – | – | $794,875 | $1,044,875 | | | 2022 | $1,284,615 | – | $6,000,021 | $1,233,231 | $12,838 | $8,530,705 | | | 2021 | $1,180,769 | – | $5,000,038 | $3,542,307 | $12,315 | $9,735,429 | | William L. Jordan Former President | 2023 | $735,154 | – | $1,100,017 | – | $125,201 | $1,960,372 | | | 2022 | $838,385 | – | $1,699,984 | $402,425 | $12,582 | $2,953,376 | | | 2021 | $820,308 | – | $1,049,993 | $1,230,462 | $12,004 | $3,112,766 |

  51. SUMMARY COMPENSATION TABLE

    _____________________________ (1)This amount reflects the base salary paid to each NEO for the applicable fiscal year. (2)This column represents the aggregate grant date fair value of performance-based RSUs and time-based RSUs granted in each fiscal year in accordance with ASC 718. The awards do not necessarily correspond to the actual economic value that may be received by the NEOs. Assuming that the highest level of performance conditions would have been achieved, the grant date fair value of each NEO’s fiscal 2023 performance-based RSU would have been: $2,250,021 for Mr. Schottenstein, $3,375,006 for Mr. Howe, $749,994 for Mr. Poff, $2,100,009 for Ms. Ferrée, and $825,014 for Mr. Jordan. Ms. Denk was hired mid-year and, therefore, her 2023 equity grant consisted solely of time-based RSUs. Mr. Rawlins was not awarded equity grants in fiscal 2023. For additional information on the valuation assumptions, refer to Note 6 - Stock-Based Compensation to the Company’s financial statements included in the Annual Report. See the Grants of Plan-Based Awards Table for additional information on equity awards made in fiscal 2023. (3)This column represents the dollar amount awarded to each NEO pursuant to our ICP for fiscal 2023, 2022, and 2021. The incentive amount earned for fiscal 2023 reflects a 0% payout under the fiscal 2023 ICP for each NEO based on a one-year performance period. See the CD&A section and the Grants of Plan-Based Awards Table for additional information on the fiscal 2023 ICP. (4)The following table sets forth details about the amounts reported for fiscal 2023 in the “All Other Compensation” column of the Summary Compensation Table above:

  52. SUMMARY COMPENSATION TABLE

    | Name | Security(a) ($) | Relocation(b) ($) | 401(k) Matching Contributions(c)(d) ($) | Retirement/Separation Payment(e) | Life Insurance Premium ($) | Total ($) | | Jay L. Schottenstein | $269,346 | – | – | – | $390 | $269,736 | | Douglas M. Howe | – | – | $13,445 | – | $390 | $13,835 | | Jared A. Poff | – | – | $13,508 | – | $390 | $13,898 | | Deborah L. Ferree | – | – | $13,200 | – | $390 | $13,590 | | Laura T. Denk | – | $7,835 | – | – | $195 | $8,030 | | Roger L. Rawlins | – | – | $9,200 | $785,577 | $98 | $794,875 | | William L. Jordan | – | – | $10,612 | $114,231 | $358 | $125,201 |

  53. SUMMARY COMPENSATION TABLE

    (a) For Mr. Schottenstein, the amount represents the aggregate incremental cost to the Company of security arrangements in addition to those provided during working days and for business travel. We provide a comprehensive security benefit to the Executive Chairman, a portion of which, based upon the disclosure rules, is deemed to be personal, although we believe there is a legitimate business reason for providing such a benefit. The incremental cost calculation for personal use security benefit includes driver overtime, fuel, tolls, driver public transportation and rental car use, maintenance, and other incidental costs incurred in connection with such personal use. (b) Amount represents Company-paid relocation expenses for Ms. Denk. In fiscal 2023, Ms. Denk relocated to join Designer Brands, and the Company provided certain relocation benefits in accordance with our relocation policy. (c) Amounts represent the 401(k) company match contributions made during fiscal 2023. All contributions were less than or equal to the Code’s maximum contribution limit for the calendar year ended December 31, 2023. (d) Mr. Schottenstein is not a participant in the Designer Brands Inc. 401(k) Plan. Ms. Denk was not eligible for the company match in fiscal 2023. (e) The amounts for Messrs. Rawlins and Jordan represent the amounts paid to each of them as a result of their respective executive severance agreements. Mr. Rawlins received $785,577 of severance pay and Mr. Jordan received $114,231 of severance pay. Additional details regarding their respective Executive Severance Agreements are available in the Potential Payments Upon Termination and Change in Control section.

  54. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2023 GRANTS OF PLAN-BASED AWARDS The following table provides information on awards granted to each of our NEOs.

  55. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payout Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Unit(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) | | | Approval Date | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | Jay L. Schottenstein | N/A | N/A | $764,423 | $1,528,847 | $3,057,693 | – | – | – | – | – | | | 3/14/2023 | 3/14/2023 | – | – | – | 88,029 | 176,058 | 264,087 | – | $1,500,014 | | | 3/14/2023 | 3/23/2023 | – | – | – | – | – | – | 176,058 | $1,500,014 | | Douglas M. Howe | N/A | N/A | $904,327 | $1,808,654 | $3,617,307 | – | – | – | – | – | | | 3/14/2023 | 3/14/2023 | – | – | – | 132,043 | 264,085 | 396,128 | – | $2,250,004 | | | 3/14/2023 | 3/23/2023 | – | – | – | – | – | – | 264,085 | $2,250,004 | | Jared A. Poff | N/A | N/A | $261,779 | $523,558 | $1,047,116 | – | – | – | – | – | | | 3/14/2023 | 3/14/2023 | – | – | – | 29,343 | 58,685 | 88,028 | – | $499,996 | | | 3/14/2023 | 3/23/2023 | – | – | – | – | – | – | 58,685 | $499,996 | | Deborah L. Ferrée | N/A | N/A | $656,130 | $1,312,260 | $2,624,520 | – | – | – | – | – | | | 3/14/2023 | 3/14/2023 | – | – | – | 82,160 | 164,320 | 246,480 | – | $1,400,006 | | | 3/14/2023 | 3/23/2023 | – | – | – | – | – | – | 164,320 | $1,400,006 | | Laura T. Denk | N/A | N/A | $151,442 | $302,885 | $605,769 | – | – | – | – | – | | | 6/14/2023 | 8/1/2023 | – | – | – | – | – | – | 101,935 | $999,982 | | Roger L. Rawlins | N/A | N/A | $187,500 | $375,000 | $750,000 | – | – | – | – | – | | William L. Jordan | N/A | N/A | $275,683 | $551,366 | $1,102,731 | – | – | – | – | – | | | 3/14/2023 | 3/14/2023 | – | – | – | 32,278 | 64,555 | 96,833 | – | $550,009 | | | 3/14/2023 | 3/23/2023 | – | – | – | – | – | – | 64,555 | $550,009 |

  56. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    _______________________________ (1)These columns represent possible payouts for fiscal 2023 under the fiscal 2023 ICP. See the CD&A for a discussion of the performance-based criteria applicable for these awards and the Summary Compensation Table for the actual amounts paid for fiscal 2023. (2)Detailed in these columns are the number of shares underlying the performance-based RSUs granted under the LTI Plan on the dates indicated in the “Grant Date” column, excluding dividend equivalent units. Generally, units will be credited with the same dividend that would be issued if the unit was a Class A Common Share. The amounts associated with the dividend equivalent units will not be distributed unless and until the award is settled. These columns reflect the range of shares that may be potentially earned based on the Company’s achievement of the performance goals established for fiscal 2023. The threshold represents the minimum number of RSUs that could be awarded if the performance goal is achieved at the threshold level (50%). The target represents the number of RSUs that could be awarded upon 100% achievement of the performance goal, and the maximum represents the maximum number of RSUs that could be awarded if the performance goal is achieved at the maximum level (150%). For fiscal 2023, the threshold performance level was not attained resulting in an 0% payout based on the Company’s performance at fiscal year-end, and 100% of the performance-based RSUs will be forfeited. (3)Detailed in this column is the number of shares underlying the time-based RSUs granted under the LTI Plan on the dates indicated in the “Grant Date” column, excluding dividend equivalent units. Generally, units will be credited with the same dividend that would be issued if the unit was a Class A Common Share. The amounts associated with the dividend equivalent units will not be distributed unless and until the stock unit award is settled. RSUs granted in fiscal 2023 will vest 100% on the third anniversary of the grant date. (4)Amounts reported in the “Grant Date Fair Value of Stock Options and Awards” column represent the grant date fair value of equity awards granted during fiscal 2023 computed in accordance with ASC 718. For additional information on the valuation assumptions, refer to Note 6 to the financial statements in the Annual Report.

  57. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 The following table provides information regarding outstanding equity awards held as of February 3, 2024 by each of the NEOs.

  58. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | | Option Awards | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Unit of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | | Jay L. Schottenstein | 38,270 | $35.55 | 3/25/2024 | 522,242(3) | $4,809,849 | | | 95,690 | $37.50 | 3/24/2025 | | | | | 63,105 | $23.21 | 12/15/2025 | | | | | 106,340 | $27.00 | 3/22/2026 | | | | | 179,970 | $19.02 | 3/21/2027 | | | | Douglas Howe | – | – | – | 684,976(4) | $6,308,629 | | Jared A. Poff | 8,545 | $37.50 | 3/24/2025 | 163,354(5) | $1,504,490 | | | 10,845 | $23.21 | 12/15/2025 | | | | | 9,875 | $27.00 | 3/22/2026 | | | | | 38,565 | $19.02 | 3/21/2027 | | | | Deborah L. Ferrée | 79,725 | $35.55 | 3/25/2024 | 598,569(6) | $5,512,820 | | | 191,385 | $37.50 | 3/24/2025 | | | | | 212,680 | $27.00 | 3/22/2026 | | | | | 359,935 | $19.02 | 3/21/2027 | | | | Laura T. Denk | – | – | – | 102,917(7) | $947,866 | | Roger Rawlins | – | – | – | – | – | | William L. Jordan(8) | 18,335 | $35.55 | 2/29/2024 | – | – | | | 25,900 | $31.26 | 2/29/2024 | | | | | 50,580 | $37.50 | 2/29/2024 | | | | | 19,720 | $23.21 | 2/29/2024 | | | | | 56,210 | $27.00 | 2/29/2024 | | | | | 14,540 | $21.16 | 2/29/2024 | | | | | 99,625 | $19.02 | 2/29/2024 | | |

  59. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    _______________________________ (1)Amounts shown are inclusive of accrued dividend equivalent units (DEUs). The one-year performance period for the performance-based RSUs has lapsed, and these RSUs are now only subject to time-based vesting. (2)Represents the closing share price of the Company’s Class A Common Shares on the last day of the fiscal year ($9.21) multiplied by the number of shares not yet vested or earned. (3)Performance-based RSU awards vest on March 23, 2024 (101,104) and March 24, 2025 (78,512). Time-based RSU awards vest on March 23, 2024 (67,403), March 24, 2025 (95,629), and March 23, 2026 (179,594). (4)Performance-based RSU awards vest on May 30, 2025 (61,429). Time-based RSU awards vest on May 30, 2024 (139,665), May 30, 2025 (214,493), and March 23, 2026 (269,389). (5)Performance-based RSU awards vest on March 23, 2024 (30,330) and March 24, 2025 (23,869). Time-based RSU awards vest on March 23, 2024 (20,219), March 24, 2025 (29,072), and March 23, 2026 (59,864). (6)Performance-based RSU awards vest on March 23, 2024 (141,545) and March 24, 2025 (87,935). Time-based RSU awards vest on March 23, 2024 (94,363), March 24, 2025 (107,106), and March 23, 2026 (167,620). (7)Time-based RSU awards vest on August 1, 2026 (102,917). (8)Mr. Jordan had 90 days following his termination date to exercise vested and outstanding stock options. These options were not exercised and expired on February 29, 2024.

  60. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2023 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding the vesting of time-based RSUs during fiscal 2023 for the NEOs. No stock options were exercised during fiscal 2023 by the NEOs and no performance-based RSUs vested during fiscal 2023 for the NEOs.

  61. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized On Vesting(2) ($) | | Jay L. Schottenstein | 517,799 | $5,297,235 | | Douglas M. Howe | 137,682 | $912,832 | | Jared A. Poff | 208,309 | $2,051,791 | | Deborah L. Ferrée | 528,123 | $4,924,695 | | Laura T. Denk | – | – | | Roger L. Rawlins | 1,558,250 | $13,452,636 | | William L. Jordan | 406,979 | $3,864,110 |

  62. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    _______________________________ (1)Reflects vesting of time-based RSU awards upon completion of the required vesting periods. Amounts represent the number of shares for stock awards that vested on applicable vesting dates, prior to the withholding of shares to satisfy taxes, and inclusive of dividend equivalent units that accrued during the performance period. After shares were withheld to satisfy taxes, the NEOs received the following number of shares: Mr. Schottenstein received 307,831; Mr. Howe received 94,738; Mr. Poff received 135,789; Ms. Ferrée received 288,618; Mr. Rawlins received 851,580; and Mr. Jordan received 236,736. Ms. Denk had no awards vest during fiscal 2023. (2)The amounts shown in the Value Realized On Vesting column are calculated based on the closing market price of the Company’s Class A Common Shares on the applicable trading day before the dates that each award vested.

  63. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION

    FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION

  64. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions in Last FY ($)(2) | Aggregate Balance at Last FYE ($)(3) | | Jay L. Schottenstein | Designer Brands Inc. Nonqualified Deferred Compensation Plan | – | – | – | | Douglas M. Howe | Designer Brands Inc. Nonqualified Deferred Compensation Plan | – | – | – | | Jared A. Poff | Designer Brands Inc. Nonqualified Deferred Compensation Plan | $17,923.00 | – | $304,190.00 | | Deborah L. Ferrée | Designer Brands Inc. Nonqualified Deferred Compensation Plan | – | – | – | | Laura T. Denk | Designer Brands Inc. Nonqualified Deferred Compensation Plan | – | – | – | | Roger L. Rawlins | Designer Brands Inc. Nonqualified Deferred Compensation Plan | $1,353.00 | $101,319.00 | – | | William L. Jordan | Designer Brands Inc. Nonqualified Deferred Compensation Plan | – | – | – |

  65. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION

    (1)Aggregate earnings in the last fiscal year are not reflected in the fiscal 2023 Summary Compensation Table because the earnings were neither preferential nor above-market. See the “Nonqualified Deferred Compensation Plan” subsection of the CD&A for a further description of the applicable plan. (2)Amount reflects the distribution Mr. Rawlins received as a result of his termination of employment. This amount is attributable to earnings and contributions made to the Nonqualified Deferred Compensation Plan in fiscal 2010 when he was not an NEO. Accordingly, no amounts were previously reported in the Summary Compensation Table. (3)Mr. Poff was an active participant in the Nonqualified Deferred Compensation Plan in fiscal 2017, 2018, and 2019, all of which was previously reported as compensation in the Summary Compensation Tables for each of fiscal 2017, 2018, and 2019.

  66. Potential Payments Upon Termination and Change in Control

    Potential Payments Upon Termination and Change in Control

  67. Payments upon Termination of Employment

    Payments upon Termination of Employment As previously disclosed, on January 4, 2023, the Board approved the CEO Transition, whereby the Company’s then-current CEO, Mr. Rawlins, stepped down from his role as CEO and as a member of the Board effective April 1, 2023 (the “Effective Date”), at which time Mr. Howe, the Company’s former Executive Vice President and President of DSW, assumed the CEO role and joined the Board. To assist in facilitating a smooth transition, Mr. Rawlins served as a strategic advisor to the Company and the Board for a 12-month period that ended on April 1, 2024. Mr. Rawlins did not receive any additional compensation for such services as a consultant and advisor. In connection with the CEO Transition, the Board approved a Transition and Consulting Agreement (the “Transition Agreement”) between the Company and Mr. Rawlins, which provides for benefits that are consistent with those that Mr. Rawlins would be entitled to in the event of a termination by the Company without “cause” under the Amended and Restated Standard Executive Severance Agreement, by and between Mr. Rawlins and the Company, dated as of December 6, 2019 (the “Rawlins Executive Agreement”), which was superseded by the Transition Agreement. Pursuant to the terms of the Transition Agreement, Mr. Rawlins is entitled to the following payments: •Cash payments in an aggregate amount of $1,950,000, payable in payroll installments over an 18-month period following the Effective Date (the “Payment Period”), provided that if Mr. Rawlins became employed by another company during the Payment Period, such cash payments would be reduced by 50% over the remaining term of the Payment Period; •A cash payment amount equivalent to 1.5 times the cash incentive bonus that Mr. Rawlins would have received under the ICP for the performance period in which the Effective Date occurred, based on actual Company performance through the end of the performance period as determined by the Human Capital and Compensation Committee, payable on the date ICP awards are paid to active participants, which amount has since been determined to be $0; and •Reimbursement for the cost of continuing health coverage under COBRA for up to 18 months following the Effective Date, less the employee premium for health coverage. Consistent with the provisions of the Rawlins Executive Agreement applicable to a termination by the Company without “cause,” the Transition Agreement also set forth the treatment of Mr. Rawlins’ outstanding equity awards, as follows: •Any nonqualified stock options that were vested on the Effective Date remained exercisable until the earlier of 90 days following the Effective Date or the original grant date expiration date, subject to the trading rules set forth in the Company’s policies and procedures, including the Designer Brands Inc. Insider Trading Policy; and •Outstanding time-based RSUs became vested on the Effective Date with respect to the portion of the awards that have scheduled vesting dates occurring during the Payment Period. The cash payments and equity award vesting described above are referred to collectively herein as the “Transition Amounts.” Payment of the Transition Amounts was subject to Mr. Rawlins’ non-revocation of a release and waiver of claims in favor of the Company and his compliance with certain restrictive covenants, including, without limitation, non-competition, non-solicitation, confidentiality, intellectual property assignment, cooperation, and non-disparagement obligations. The cash portion, paid in fiscal 2023, of the Transition Amounts is set forth in the Summary Compensation Table above, and the value of the vested time-based RSUs is reflected in the “Option Exercises & Stock Vested” table above. Effective December 1, 2023, Mr. Jordan’s employment ended and he became entitled to the provisions set forth in his First Amended and Restated Standard Executive Severance Agreement dated as of November 9, 2015 (the “Jordan Executive Agreement”). Pursuant to the terms of the Jordan Executive Agreement, Mr. Jordan is entitled to the following payments: •Cash payments in an aggregate amount of $875,000, payable in payroll installments over a 12-month period following the Effective Date (the “Payment Period”), provided that if Mr. Jordan became employed by another company during the Payment Period, such cash payments would be reduced by 50% over the remaining term of the Payment Period; •A cash payment amount equivalent to one times the cash incentive bonus that Mr. Jordan would have received under the ICP for the performance period in which the Effective Date occurred, based on actual Company performance through the end of the performance period as determined by the Human Capital and Compensation Committee, payable on the date ICP awards are paid to active participants, which amount has since been determined to be $0; and •Reimbursement for the cost of continuing health coverage under COBRA for up to 12 months following the Effective Date, less the employee premium for health coverage. The Jordan Executive Agreement also set forth the treatment of Mr. Jordan’s outstanding equity awards, as follows: •Any nonqualified stock options that were vested on the Effective Date remained exercisable until the earlier of 90 days following the Effective Date or the original grant date expiration date, subject to the trading rules set forth in the Company’s policies and procedures, including the Designer Brands Inc. Insider Trading Policy; and •Outstanding time-based RSUs became vested on the Effective Date with respect to the portion of the awards that have scheduled vesting dates occurring during the Payment Period. The cash payments and equity award vesting described above are referred to collectively herein as the “Severance Amounts.” Payment of the Severance Amounts was subject to Mr. Jordan’s non-revocation of a release and waiver of claims in favor of the Company and his compliance with certain restrictive covenants, including, without limitation, non-competition, non-solicitation, confidentiality, intellectual property assignment, cooperation, and non-disparagement obligations. The cash portion, paid in fiscal 2023, of the Severance Amounts is set forth in the Summary Compensation Table above, and the value of the vested time-based RSUs is reflected in the “Option Exercises & Stock Vested” table above.

  68. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following disclosure related to our CEO’s compensation as compared to the compensation of all of our other employees. In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than ours; as a result, the following information may not be directly comparable to the information provided by other companies in our peer group or otherwise. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The median employee was determined using a consistently applied compensation measure. The method used to identify the median employee was to first rank-order all employees (including full-time, part-time, seasonal, and temporary, but excluding the CEO) employed as of the end of the fiscal year, based on total earnings, and then to select the middle employee. Total earnings included all wages reported to the IRS and Canadian Revenue Agency as taxable wages. For the purposes of the disclosure, we converted the compensation elements paid to our employees in Canada from Canadian dollars to U.S. dollars using the Bank of Canada’s fiscal 2023 average exchange rate of 0.75. Under instruction 2 to Item 402(u), if the median employee from the prior year is no longer working at the company, we may replace the median employee with an employee whose compensation is substantially similar. Our median employee continues to be a part-time store associate in one of our DSW stores, who worked, on average, approximately 26 hours per week. In identifying the median employee using the method described above, we excluded approximately 188 associates and consultants from eight countries identified below, which together represent less than 5% of our workforce, as permitted under the de minimis exemption to the SEC rules.

  69. CEO Pay Ratio

    | Country | Associates | | Brazil | 14 | | Cambodia | 2 | | China | 154 | | Hong Kong | 1 | | India | 6 | | Pakistan | 1 | | South Korea | 2 | | Vietnam | 8 |

  70. CEO Pay Ratio

    Mr. Howe had a 2023 annual total compensation of $5,719,612, as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for fiscal 2023 determined on the same basis was $19,682. As a result, the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee of the Company was approximately 291:1.

  71. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid (“CAP”), as calculated under applicable SEC rules, and our financial performance for each of the last four completed fiscal years. As required by SEC rules, the table presented below discloses CAP for (i) the Company’s principal executive officer (“PEO”), (ii) the Company’s former principal executive officer (“Former PEO”), and (iii) the Company’s NEOs other than the PEO (the “non-PEO NEOs”), on an average basis. The methodology for calculating amounts presented in the columns “CAP to PEO,” “CAP to Former PEO,” and “Average CAP to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table (“SCT”) totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP during fiscal 2023 to Company performance is also presented below. The Human Capital & Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. We have identified Adjusted Operating Income as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link CAP to our performance.

  72. Pay Versus Performance Table

    Pay Versus Performance Table

  73. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total for PEO(1) | CAP to PEO(2) | SCT Total for Former PEO(1) | CAP to Former PEO(2) | Average SCT Total for Non-PEO NEOs(1) | Average CAP to Non-PEO NEOs(2) | Company TSR | Peer Group TSR(3) | Net Income (Loss)(4) | Adjusted Operating Income (Loss)(5) | | Fiscal 2023 | $5,719,612 | $4,974,958 | $1,044,875 | $(6,606,073) | $2,647,301 | $1,531,139 | $68.02 | $178.76 | $29,062,000 | $89,936,000 | | Fiscal 2022 | $8,530,705 | $4,674,582 | — | — | $5,786,341 | $3,966,731 | $76.07 | $163.57 | $162,666,000 | $205,300,000 | | Fiscal 2021 | $9,735,430 | $11,931,817 | — | — | $4,373,388 | $5,214,144 | $91.28 | $176.79 | $154,481,000 | $214,156,000 | | Fiscal 2020 | $12,081,703 | $19,358,683 | — | — | $4,723,649 | $6,863,250 | $87.43 | $174.54 | $(488,719,000) | $(424,200,000) |

  74. Pay Versus Performance Table

    (1)The PEO for fiscal 2022, 2021 and 2020 was Roger Rawlins. The PEO for fiscal 2023 was Douglas Howe. The Former PEO for fiscal 2023 was Roger Rawlins. The non-PEO NEOs in fiscal 2023 were Jay Schottenstein, Jared Poff, Deborah Ferrée, Laura Denk and William Jordan. The non-PEO NEOs in fiscal 2022 were Jay Schottenstein, Jared Poff, Douglas Howe, and Deborah Ferrée. The non-PEO NEOs in fiscal 2021 and 2020 were Jay Schottenstein, Jared Poff, Deborah Ferrée and William Jordan. (2)CAP reflects the exclusions and inclusions of certain amounts for the PEO, Former PEO and the Non-PEO NEOs as set forth in the table below. Equity values are calculated in accordance with FASB ASC Topic 718. (3)We used the S&P MidCap 400 Retail Index as our peer group for purposes of Item 201(e) of Regulation S-K to calculate peer group total shareholder return. Total shareholder return (“TSR”) for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on January 28, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends. (4)Amounts shown are net income (loss) attributable to Designer Brands Inc., as reflected in our Annual Report on Form 10-K for each of fiscal 2023, 2022, 2021, and 2020. (5)Adjusted Operating Income (Loss) is a non-GAAP financial measure used as the only metric for the Designer Brands Inc. ICP and performance-based LTIP approved by the Human Capital and Compensation Committee for the reported years. Items adjusted from reported Operating Income (Loss) may vary from year to year and may differ from the items identified in the Company’s quarterly earnings releases. For fiscal 2023, Adjusted Operating Income means GAAP Operating Income as reported, adjusted to exclude restructuring and integration costs, impairment charges, acquisition-related costs, and CEO Transition costs. Adjusted Operating Income also excludes the effect of changes in foreign currency exchange rates from the budgeted exchange rate. SCT Total for PEO & Former PEO to CAP to PEO & Former PEO Reconciliation and Average SCT Total for Non-PEO NEOs to CAP to Average CAP to Non-PEO NEOs Reconciliation:

  75. Pay Versus Performance Table

    | Year | Executive | Reported SCT Total | Exclusion of Stock Awards and Option Awards(a) | Inclusion of Equity Values(b) | CAP | | Fiscal 2023 | PEO | $5,719,612 | $(4,500,008) | $3,755,354 | $4,974,958 | | | Non-PEO NEO Average | $2,647,301 | $(1,780,007) | $663,845 | $1,531,139 | | Fiscal 2023 | Former PEO | $1,044,875 | – | $(7,650,947) | $(6,606,073) | | | Non-PEO NEO Average | $2,647,301 | $(1,780,007) | $663,845 | $1,531,139 | | Fiscal 2022 | PEO | $8,530,705 | $(6,000,021) | $2,143,898 | $4,674,582 | | | Non-PEO NEO Average | $5,786,341 | $(3,802,481) | $1,982,871 | $3,966,731 | | Fiscal 2021 | PEO | $9,735,430 | $(5,000,038) | $7,196,425 | $11,931,817 | | | Non-PEO NEO Average | $4,373,388 | $(1,612,501) | $2,453,257 | $5,214,144 | | Fiscal 2020 | PEO | $12,081,703 | $(9,695,004) | $16,971,984 | $19,358,683 | | | Non-PEO NEO Average | $4,723,649 | $(3,061,750) | $5,201,351 | $6,863,250 |

  76. Pay Versus Performance Table

    (a) Amounts in the “Exclusion of Stock Awards and Option Awards” column are based on the amounts set forth in the “Stock Awards” and “Option Awards” columns set forth in the SCT for the applicable fiscal year, if any. (b) The amounts in the “Inclusion of Equity Values” column of the table above are derived from the amounts set forth in the following table. The equity award adjustments set forth below for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

  77. Pay Versus Performance Table

    | Year | Executive | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | Plus, Change in Fair Value of Prior Year to Last Day of Year of Unvested Equity Awards | Plus, Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year | Plus, Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | Minus, Fair Value at Last Day of Prior Year of Equity Awards that Failed to Meet the Vesting Conditions in the Year | Plus, Value of Dividends or Other Earnings Paid on Outstanding Stock or Option Awards Not Otherwise Reflected in Fair Value or Other Compensation | Total Equity Award Adjustments | | Fiscal 2023 | PEO | $4,962,145 | $(536,107) | – | $(532,829) | $137,855 | – | $3,755,354 | | | Non-PEO NEO Average | $1,689,248 | $(226,288) | – | $(260,708) | $538,406 | – | $663,845 | | Fiscal 2023 | Former PEO | – | – | – | $(2,901,797) | $4,749,150 | – | $(7,650,947) | | | Non-PEO NEO Average | $1,689,248 | $(226,288) | – | $(260,708) | $538,406 | – | $663,845 | | Fiscal 2022 | PEO | $4,724,958 | $(3,558,165) | – | $977,106 | – | – | $2,143,898 | | | Non-PEO NEO Average | $2,820,728 | $(934,551) | – | $96,694 | – | – | $1,982,871 | | Fiscal 2021 | PEO | $5,197,536 | $825,780 | – | $1,173,109 | – | – | $7,196,425 | | | Non-PEO NEO Average | $1,676,193 | $257,512 | – | $519,552 | – | – | $2,453,257 | | Fiscal 2020 | PEO | $18,345,465 | $(497,587) | – | $28,417 | $904,311 | – | $16,971,984 | | | Non-PEO NEO Average | $5,794,128 | $41,029 | – | $(387,005) | $246,801 | – | $5,201,351 |

  78. Pay Versus Performance Table

    All outstanding stock options were fully vested prior to fiscal 2023. For prior years, stock option fair values, as of each measurement date, were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant. The below valuation assumptions used to calculate option fair values differed materially from those at the time of grant: •Risk-free rates range from 0.12% to 1.36% for the pay versus performance valuations versus a range of 1.39% to 2.04% for grant date valuations. •The expected term estimate ranges from 0.56 years to 7 years for the pay versus performance valuations versus a range of 5.14 years to 5.56 years for the grant date valuations. Valuation assumptions for full value shares includes the following:

  79. Pay Versus Performance Table

    | Market Price at Current FYE | $9.21 | | Market Price at Prior FYE | $10.50 | | Range of Vest Date Market Prices | $6.33 - $12.66 |

  80. Pay Versus Performance Table

    All other valuation assumptions are not substantially different than the grant date assumptions and there were no changes in calculation methodology.

  81. Shareholder Director Nominees

    Shareholder Director Nominees Shareholders who instead intend to nominate a person for election as a director at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) must provide advance written notice to us in accordance with our Code of Regulations. Our Code of Regulations sets forth the procedures that must be followed and the information that must be provided in order for a shareholder to nominate a person for election as director at the 2025 Annual Meeting. Among other requirements, such nominations with respect to the 2025 Annual Meeting must be submitted in writing between March 22, 2025, and April 21, 2025, to Designer Brands Inc., 810 DSW Drive, Columbus, Ohio 43219, Attention: Corporate Secretary. If the date of the 2025 Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the 2024 Annual Meeting, or in the case of a special meeting of shareholders, director nominations must be received by our Corporate Secretary within seven days after we mail or otherwise provide public notice of the meeting. Each such submission must include the requisite information as set forth in, and in accordance with, our Code of Regulations. In addition to satisfying these and the above requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 21, 2025, to the Corporate Secretary, Designer Brands Inc., 810 DSW Drive, Columbus, OH 43219.