DEF 14A of Steven Madden, Ltd.
Filed Apr 6, 2026 · FY20250001493152-26-015299
Long Island City, New York 11104
| GENERAL INFORMATION | 1 | | Notice of Internet Availability of Proxy Materials | 1 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 2 | | PROPOSAL ONE: ELECTION OF DIRECTORS | 6 | | Stockholder Nominations for Board Membership | 6 | | Directors and Nominees for Election to the Board of Directors | 6 | | Additional Information About the Directors | 7 | | Required Vote | 9 | | Director Election (Majority Voting) Policy | 9 | | Recommendation of the Board of Directors | 10 | | CORPORATE GOVERNANCE | 10 | | The Board of Directors | 10 | | Director Independence | 10 | | Involvement in Certain Legal Proceedings | 10 | | Director Attendance at Meetings | 10 | | Director Election (Majority Voting) Policy | 10 | | Committees of the Board | 11 | | Board Leadership Structure, Risk Oversight, Executive Sessions of Non-Employee Directors, and Communications Between Stockholders and the Board | 14 | | Codes of Business Conduct and Ethics | 15 | | Corporate Governance Principles | 16 | | Stock Ownership Guidelines | 16 | | Insider Trading Policy | 16 | | Prohibition on Hedging and Pledging of Our Common Stock | 16 | | Corporate Social Responsibility Policy | 16 | | Clawback Policy | 17 | | Certain Relationships and Related Party Transactions | 17 | | Review, Approval or Ratification of Transactions with Related Persons | 18 | | COMPENSATION OF DIRECTORS IN THE 2025 FISCAL YEAR | 18 | | STOCK OWNERSHIP | 19 | | Security Ownership of Certain Beneficial Owners | 19 | | Security Ownership of Directors and Executive Officers | 19 | | Delinquent Section 16(a) Reports | 21 | | EXECUTIVE COMPENSATION | 21 | | Compensation Discussion and Analysis | 21 | | Executive Officers | 30 | | Summary Compensation Table for the Fiscal Year 2025 | 31 | | Employment Arrangements | 32 | | Grants of Plan-Based Awards in the 2025 Fiscal Year | 36 | | Plan-Based Awards | 36 | | Outstanding Equity Awards at End of the 2025 Fiscal Year | 37 | | Option Exercises and Stock Vested in the 2025 Fiscal Year | 38 | | Securities Authorized for Issuance Under Equity Compensation Plans | 38 | | Termination, Change-in-Control and Non-Competition/Non-Solicitation | 38 | | Potential Payments Upon Termination or Change-In-Control | 39 | | Compensation Committee Report | 40 | | Pay Versus Performance | 40 | | PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 45 | | Required Vote | 45 | | Recommendation of the Board of Directors | 45 | | Independent Registered Public Accounting Firm’s Fees and Services | 45 | | Audit Committee’s Pre-Approval Policies and Procedures | 46 | | AUDIT COMMITTEE REPORT | 46 | | PROPOSAL THREE: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 47 | | Required Vote | 47 | | Recommendation of the Board of Directors | 47 | | ANNEX A – RECONCILIATION OF ADJUSTED RESULTS (NON-GAAP) | A-1 |
Additional Information About the Directors Other Public Company Directorships
Additional Information About the Directors Other Public Company Directorships Three of our directors also currently serve or recently served as directors of other public companies:
Additional Information About the Directors Other Public Company Directorships
| ● | Mr. Rosenfeld served as a director and chairman of the Audit & Risk Management Committee of PVH Corp. (NYSE: PVH), one of the world’s largest apparel companies, from March 24, 2013 until December 11, 2023. | | ● | Ms. Lynch is a director and member of the Compensation Committee, Pension Committee, and Nominating Committee of General American Investors Company, Inc. (NYSE: GAM), a closed-end fund that manages a global portfolio of investments consisting mainly of U.S. and foreign securities. | | ● | Mr. Sachdev serves as a director of Agilon Health, Inc. (NYSE: AGL), a technology-enabled services platform for the physicians’ market. |
Additional Information About the Directors Other Public Company Directorships
Specific Qualifications, Attributes, Skills and Experience of Directors Edward R. Rosenfeld has served as our Chairman of the Board and Chief Executive Officer since August 2008 and has been a director of the Company since February 2008. Mr. Rosenfeld, who joined our executive management team in May 2005, has more than two decades of experience focused on the retail, apparel and footwear industries and possesses particular knowledge and experience in the industry that strengthens the Board’s collective qualifications, skills and experience. He has strong leadership skills and an in-depth understanding of the Company and its goals from his positions as the Chairman of the Board and Chief Executive Officer. His background in finance and his analytical skills gained through his years as a Vice President with Peter J. Solomon Company, an investment banking firm, where he specialized in mergers and acquisitions in the retail, apparel and footwear industries, provide the Board with insight and guidance with respect to, among other things, strategic business development matters. Mr. Rosenfeld served as a director and chairman of the Audit & Risk Management Committee of PVH Corp. (NYSE: PVH), one of the world’s largest apparel companies, from March 2013 until December 2023. Peter A. Davis has served as a director of the Company and as a member of the Compensation Committee since January 2022. Mr. Davis has over 40 years of experience in the footwear and apparel industry, having held executive leadership positions in sales and marketing with companies including Skechers, Fila, Reebok, Joy & Mario and Dynasty Footwear. He also founded The Infamous Black Sheep Brand, an urban action sports lifestyle brand. A former player in the NBA, Mr. Davis founded Pete Davis Basketball, LLC, a grassroots community youth basketball organization, in 2019 and today serves as its Managing Director. Prior to founding Pete Davis Basketball, LLC, Mr. Davis was the Senior Vice President of Footwear for Joy & Mario Footwear from 2013 to 2018. Mr. Davis’ years of experience in our industry provide relevant knowledge, expertise and leadership to the Board. Al Ferrara has served as a director of the Company and as a member of the Audit Committee since July 2019. In May 2020, Mr. Ferrara became the Chairman of the Audit Committee and a member of the Nominating/Corporate Governance Committee. He is a retired certified public accountant having retired from his position as a partner with BDO USA, LLP, a major international accounting firm, in August 2016 after 25 years with the firm, most recently serving as National Director of the Retail & Consumer Products Division. Mr. Ferrara also served as a director on the firm’s Board of Directors from 2003 through 2010 and was also a director and BDO representative on the Board of Directors of BDO Capital Advisors, LLC from 2000 to 2015. Mr. Ferrara served as a member of the Board of Directors of Barnes & Noble, Inc., the nation’s largest retail bookseller, from 2016 until its sale in August 2019 and also served on its Audit Committee and Compensation Committee. In September 2020, Mr. Ferrara was appointed to the Board of Directors of VIVAKOR, Inc. (NASDAQ: VIVK), a socially responsible operator, acquirer and developer of clean energy technologies and environmental solutions, where he served as the Chairman of its Audit Committee. Mr. Ferrara voluntarily resigned from VIVAKOR’s Board of Directors in November 2022. Mr. Ferrara’s decades of relevant experience as a certified public accountant, the director of the retail practice at a major international accounting firm, and as a member of the audit committee of a public company enhance the financial oversight capabilities of our Board and its Audit Committee. Mitchell S. Klipper has served as a director of the Company since April 2018, as a member of the Audit Committee since June 2018 and as a member of the Corporate Social Responsibility Committee since August 2019. Mr. Klipper served as the Chief Executive Officer of Barnes & Noble, Inc.’s Retail Group, one of the nation’s largest retail booksellers, from March 2010 to May 2015. Mr. Klipper began his career at Barnes & Noble as Chief Financial Officer of B&N College in June 1986. He subsequently held several executive positions at Barnes & Noble, Inc., including Executive Vice President, President of Barnes & Noble Development and Chief Operating Officer. Prior to joining Barnes & Noble, Inc., Mr. Klipper was an Audit Manager with KMG Main Hurdman, a certified public accounting firm and predecessor to KPMG. He also served on the advisory board of Modell’s Sporting Goods, a sporting goods retailer, from 2006 through 2018. Mr. Klipper’s decades of relevant experience in retail management, general business and accounting enhance the leadership and oversight capabilities of our Board. Maria Teresa Kumar has served as a director of the Company and as a member of the Corporate Social Responsibility Committee since January 2021. Ms. Kumar is the President and CEO of Voto Latino, America’s largest Latinx voter registration and advocacy organization, which she co-founded in 2004. She is also a regular on-air contributor for MSNBC. Ms. Kumar serves on the boards of Emily’s List and the World Economic Forum’s Global Shapers and is a World Economic Forum Young Global Leader and a Council on Foreign Relations Life Member. Ms. Kumar graduated from U.C. Davis with a B.A. in International Affairs and earned a Master’s degree in Public Policy from Harvard’s Kennedy School. Ms. Kumar’s extensive experience in management, leadership, social advocacy and working with non-profits enhances Board leadership and management oversight with a unique perspective on corporate social responsibility.
Additional Information About the Directors Other Public Company Directorships
Rose Peabody Lynch has served as a director of the Company since April 2014, as a member of the Compensation Committee since June 2014, and as a member of the Audit Committee since July 2024. Ms. Lynch formerly served on the Corporate Social Responsibility Committee from August 2019 to July 2024, when she became a member of the Audit Committee. Ms. Lynch previously operated her own New York-based consulting business, Market Strategies, LLC, which focused on strategic marketing and operating issues for small to medium-sized companies. She possesses over 30 years of business experience, including tenures as President and in other senior executive officer positions of major companies in the beauty and fashion industries, and has extensive executive level financial and operating experience. Her experience serving as a director and as a senior executive for a range of companies, including Victoria’s Secret; Trowbridge Gallery, a supplier of fine art to the interior design trade; and Danskin, Inc., a leading manufacturer of women’s dance and active wear, enhances the Board’s leadership and oversight capabilities. Ms. Lynch has served on several boards, including The Harmony Group-LeRoi Princeton (a manufacturer of children’s apparel), Salant Corporation (Perry Ellis Menswear) and Frederick’s of Hollywood (a retailer of women’s apparel and lingerie). Currently, Ms. Lynch serves on the board of General American Investors Company, Inc. (NYSE: GAM). In her role on the GAM Board, she serves on the Compensation Committee, along with the Pension and Nominating Committees. She was a member of the Audit Committee and Nominating and Governance Committees during her tenure at Salant and chaired the Compensation Committee during her tenure on the board of Frederick’s of Hollywood. In addition, Ms. Lynch has held leadership positions with a variety of not-for-profit organizations. She currently serves on the Board of Directors of the Princeton University Varsity Club. She also served two terms on the Board of Trustees of Concord Academy in Concord, Massachusetts and rotated off the Board in July 2021. Ms. Lynch is a member of the Women and Foreign Policy Advisory Council at the Council on Foreign Relations. Ms. Lynch graduated from Princeton with a B.A. in Art History and earned a Master of Business Administration from Harvard Business School. Peter Migliorini has served as a director of the Company since October 1996 and has served on the Nominating/ Corporate Governance Committee, as its Chair, since July 2004 and the Compensation Committee, as its Chair, since July 2004. Mr. Migliorini formerly served on the Audit Committee, from October 1996 until June 2018. Mr. Migliorini is the Presiding Director over all executive sessions of the independent directors. Mr. Migliorini possesses extensive executive level financial, sales and operations experience. Mr. Migliorini currently serves as sales manager for Greschlers, Inc., a building supplies company. Prior to joining Greschlers, Mr. Migliorini served as Director of Operations for Mackroyce Group, a construction company, from 1987 to 1994. Earlier, Mr. Migliorini held various positions of increasing responsibility from Assistant Buyer to Chief Planner/Coordinator for several shoe companies, including Meldisco Shoes, Perry Shoes and Fasco Shoes. His numerous years of business experience at various levels and in various industries provide the Board with a measure of practical orientation regarding our operations and growth endeavors. Mr. Migliorini’s early experience in the shoe industry also provides relevant knowledge and expertise in our specific industry. Arian Simone Reed has served as a director of the Company and as a member of the Nominating/Corporate Governance Committee since January 2022, and as a member of the Corporate Social Responsibility Committee since July 2024. Ms. Reed is the Founding Partner and Chief Executive Officer of the Fearless Fund, a venture capital fund that invests in women of color led businesses, which she co-founded in 2018. Prior to Fearless Fund, Ms. Reed was the owner of AR PR Marketing, a publicity and marketing strategy firm from 2004 to 2017. Ms. Reed serves as a member on the Board of Directors for the Birmingham Civil Rights Institute. In 2021, she was the recipient of the 15th Annual General Motors African Ancestry Network Black History Month Celebration Entrepreneurial Spirit Award and the Detroit Branch NAACP Great Expectations Award. Ms. Reed’s marketing expertise, leadership, social advocacy, and working with entrepreneurs enhances Board leadership and strategic business development, and provides a unique perspective on corporate social responsibility. Ravi Sachdev has served as a director of the Company as a member of the Nominating/Corporate Governance Committee since August 2019 and as a member of the Audit Committee from September 2008 until March 2025. As a Partner of the private equity firm Clayton Dubilier & Rice, LLC since June 2015, Mr. Sachdev focuses on the healthcare sector. Earlier, Mr. Sachdev worked at several investment banks. He was a Managing Director and Co-Head of Healthcare Services at J.P. Morgan from November 2010 until June 2015 and prior to that held the positions of Managing Director at Deutsche Bank Securities, Inc. from January 2009 until November 2010 and Director at Deutsche Bank from January 2007 until January 2009. Prior to joining Deutsche Bank in 2006 as a Vice President, Mr. Sachdev served as a Vice President at Peter J. Solomon Company, an investment banking boutique, specializing in mergers and acquisitions in the healthcare sector, from 1998 to 2006. Mr. Sachdev possesses knowledge of finance and the financial analytics used to measure business performance. His 20 years of professional experience in investment banking and private equity brings to the Board a thorough understanding of the financial issues affecting public companies and greater insights in business valuation together with a practical orientation with respect to acquisitions and integrations. Mr. Sachdev also serves on the Board of Directors of Agilon Health, Inc. (NYSE: AGL), a technology-enabled services platform for the physicians’ market and served on the Board of Directors and the Strategy Committee and Compensation Committee of Covetrus, Inc. (NASDAQ: CVET), a global animal-health technology and services company, from February 2019 until October 2022. Amelia Newton Varela has served as President of the Company since September 2015 and has been a director since 2016. Prior to this tenure, Ms. Varela was Executive Vice President of Wholesale of the Company since April 2008 and Executive Vice President of Wholesale Footwear of the Company from November 2004 to April 2008. Previously, she was Vice President of Sales for Steve Madden Women’s Wholesale Division from January 2000. Ms. Varela began her career with the Company in 1998 in the role of Account Executive for Steve Madden Women’s Wholesale Division. She graduated from The Fashion Institute of Technology in 1995. Ms. Varela’s over 25 years of experience at the Company provides relevant industry knowledge and expertise, and leadership to the Board. Required Vote
Additional Information About the Directors Other Public Company Directorships
Proxies will be voted for the election of the ten nominees as directors of the Company unless otherwise specified in the proxy. A plurality of the votes cast by the holders of shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting will be necessary to elect the nominees as directors. This means that the director nominees who receive the greatest number of affirmative votes cast are elected as directors, subject to our Director Election (Majority Voting) Policy, which is described below. If, for any reason, any nominee is unable or unwilling to serve, the proxies will be voted for a substitute nominee, who will be designated by the Board of Directors at the Annual Meeting. Stockholders may withhold votes by marking the appropriate boxes on the accompanying proxy. Director Election (Majority Voting) Policy In uncontested elections, it is our policy that any nominee for director who receives a greater number of “WITHHOLD” votes than “FOR” votes for his, her, or their election must promptly submit a letter offering his, her, or their resignation to the Nominating/Corporate Governance Committee following the certification of the stockholder vote. In such event, the Nominating/Corporate Governance Committee would then consider the offer of resignation and make a recommendation to the independent member of the Board of Directors as to whether or not the resignation should be accepted. For more information about this policy, see “Corporate Governance – Director Election (Majority Voting) Policy” below. The Nominating/Corporate Governance Committee of the Board and the entire Board of Directors unanimously recommend a vote “FOR” the election of Mr. Edward R. Rosenfeld, Mr. Peter A. Davis, Mr. Al Ferrara, Mr. Mitchell S. Klipper, Ms. Maria Teresa Kumar, Ms. Rose Peabody Lynch, Mr. Peter Migliorini, Ms. Arian Simone Reed, Mr. Ravi Sachdev, and Ms. Amelia Newton Varela. CORPORATE GOVERNANCE The Board of Directors Our business is managed under the direction and oversight of the Board of Directors, whose members are elected by our stockholders. Directors meet their responsibilities by participating in meetings of the Board of Directors and the various committees of the Board on which they sit. They also communicate with our Chairman and Chief Executive Officer and other officers and employees of the Company and consult with our independent registered public accounting firm and other third parties. The size of the Board is fixed at ten members. Eight current directors are independent and two current directors are not independent. The Nominating/Corporate Governance Committee determined to nominate all ten current directors for election to our Board. Director Independence The Board of Directors has determined that the following director nominees are “independent” for purposes of the criteria of the SEC and The Nasdaq Global Select Market listing standards: Mr. Davis, Mr. Ferrara, Mr. Klipper, Ms. Kumar, Ms. Lynch, Mr. Migliorini, Ms. Reed, and Mr. Sachdev. There is also no family relationship among any of the directors and executive officers of the Company. If the ten nominees set forth above are elected, the Board will consist of a majority of independent directors. The Board of Directors has held regularly scheduled executive sessions for the independent directors, with Mr. Migliorini serving as Presiding Director of such executive sessions. Involvement in Certain Legal Proceedings During the past ten years, none of the persons currently serving as executive officers and/or directors of the Company has been the subject matter of any legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, nor are any such legal proceedings believed to be contemplated by governmental authorities against any director or executive officer. Further, no executive officers, directors, beneficial owners of more than five percent of the Company’s common stock, or any other actor mentioned in Item 103(c)(2) of Regulation S-K is a party adverse to the Company in a material proceeding or has a material interest adverse to the Company. Director Attendance at Meetings
Attendance at Annual Meetings of Stockholders
| Name | Fees Paid in Cash | Stock Awards (1) | All Other Compensation | Total | | Peter A. Davis(2) | $79,092 | $119,993 | $— | $199,085 | | Al Ferrara(3) | $111,659 | $119,993 | $— | $231,652 | | Mitchell S. Klipper(4) | $88,397 | $119,993 | $— | $208,390 | | Maria Teresa Kumar(5) | $79,092 | $119,993 | $— | $199,085 | | Rose Peabody Lynch(6) | $88,397 | $119,993 | $— | $208,390 | | Peter Migliorini(7) | $93,049 | $119,993 | $— | $213,042 | | Arian Simone Reed(8) | $90,897 | $119,993 | $— | $210,890 | | Ravi Sachdev(9) | $81,592 | $119,993 | $— | $201,585 | | Robert Smith(10) | $48,935 | $119,993 | $— | $168,928 |
Attendance at Annual Meetings of Stockholders
| ● | base salary; | | ● | annual performance-based cash bonuses; | | ● | long-term equity incentives (consisting of restricted stock, and, in certain cases, performance shares); and | | ● | other benefits and perquisites. |
Attendance at Annual Meetings of Stockholders
| (1) Ms. Keith’s salary changes were effective on February 1 pursuant to her employment agreement. | | (2) Ms. Frieders’ salary shown in the table is less than her annual rate of $590,000 due to her voluntary resignation effective June 30, 2025. |
Attendance at Annual Meetings of Stockholders
| EBIT | Bonus as % of Salary | | Maximum (130% of Plan) | 80% | | Target (100% of Plan) | 50% | | Threshold (90% of Plan) | 30% |
Attendance at Annual Meetings of Stockholders
| Diluted EPS | Bonus as % of Salary | | Maximum (130% of Plan) | 90% | | Target (100% of Plan) | 60% | | Threshold (90% of Plan) | 40% |
Attendance at Annual Meetings of Stockholders
| Named Executive Officer | 2025 Annual Performance- Based Cash Bonus | | Edward R. Rosenfeld | $— | | Amelia Newton Varela | $— | | Zine Mazouzi | $— | | Lisa Keith | $56,250 | | Karla Frieders | $— |
Attendance at Annual Meetings of Stockholders
| ● | we use a pay mix that is well-balanced between short-term financial performance and long-term stock performance, consisting of secure compensation in the form of base salary, short-term incentives in the form of potential for cash bonuses, and long-term incentives in the form of time-vested restricted stock that generally vest over four or five years and, in certain cases, performance-based equity awards; | | ● | in most instances, management or the Compensation Committee retains the discretion to decrease all forms of incentive compensation based on significant individual or Company performance shortfalls; | | ● | we periodically benchmark our compensation program and plans and target executive and non-executive compensation within the normal limits of the competitive market; and | | ● | the Compensation Committee provides oversight of our compensation program and plans and compensation philosophy, makes recommendations to the Board with respect to improvements to our compensation program and plans, and is responsible for reviewing and approving executive compensation and administering and awarding incentive, deferred and equity compensation to our senior executives. |
Attendance at Annual Meetings of Stockholders
Edward R. Rosenfeld has served as our Chairman of the Board and Chief Executive Officer since August 2008 and has been a director of the Company since February 2008. Mr. Rosenfeld, who joined our executive management team in May 2005, has more than two decades of experience focused on the retail, apparel and footwear industries and possesses particular knowledge of and experience in the industry that strengthens the Board’s collective qualifications, skills and experience. He has strong leadership skills and an in-depth understanding of the Company and its goals from his positions as the Chairman of the Board and Chief Executive Officer. His background in finance and his analytical skills gained through his years as a Vice President with Peter J. Solomon Company, an investment banking boutique, where he specialized in mergers and acquisitions in the retail, apparel and footwear industries, provide the Board with insight and guidance with respect to, among other things, strategic business development matters. Mr. Rosenfeld served as a director and chairman of the Audit & Risk Management Committee of PVH Corp. (NYSE: PVH), one of the world’s largest apparel companies, from March 2013 until December 2023. Amelia Newton Varela has served as President of the Company since September 2015 and has been a director since 2016. Prior to this tenure, Ms. Varela was Executive Vice President of Wholesale of the Company since April 2008 and Executive Vice President of Wholesale Footwear of the Company from November 2004 to April 2008. Previously, she was Vice President of Sales for Steve Madden Women’s Wholesale Division from January 2000. Ms. Varela began her career with the Company in 1998 in the role of Account Executive for Steve Madden Women’s Wholesale Division. She graduated from The Fashion Institute of Technology in 1995. Ms. Varela’s over 25 years of experience at the Company provides relevant industry knowledge and expertise, and leadership to the Board. Zine Mazouzi has been our Chief Financial Officer and Executive Vice President of Operations since January 1, 2024. He has served as our Chief Financial Officer since January 1, 2021 and previously served as our Chief Accounting Officer and Senior Vice President of Finance and Operations from January 2019 until his appointment as our Chief Financial Officer. Prior to joining the Company, he held various senior positions at Sears Holdings, a holding company for department stores, as the Chief Financial Officer of Sears Footwear Group from 2016 to 2017, Head of the Footwear Group from 2017 to 2018 and Head of the Footwear, Home and Jewelry Groups in 2018. Prior to that, he worked at Nine West Group from 1998 to 2015, where he held a number of increasingly senior positions, including Chief Financial Officer from 2014 to 2015. Mr. Mazouzi received a Bachelor’s Degree in Finance and a Master of Business Administration from Iona University. Lisa Keith has been our General Counsel since November 2019 and our Corporate Secretary since January 2021. Ms. Keith joined Steve Madden’s Legal Department in May 2017 and previously served as Vice President and Deputy General Counsel. Prior to joining the Company, Ms. Keith was a senior associate at Davis Wright Tremaine LLP, a law firm, where she represented clients in the fashion, technology and luxury goods industries. Ms. Keith began her legal career at Gibson, Dunn & Crutcher LLP, where she practiced in the litigation department. She earned her J.D. from New York University School of Law and her B.A., summa cum laude, from Brandeis University, where she was Phi Beta Kappa. Please see the section of this Proxy Statement captioned “Proposal One: Election of Directors” for biographical summaries and other information concerning our Chairman of the Board and Chief Executive Officer, Edward R. Rosenfeld, and our President, Amelia Newton Varela, as well as our other director nominees. Summary Compensation Table for the Fiscal Year 2025 The following table sets forth the compensation information for our Chief Executive Officer, Chief Financial Officer, and the three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer relating to the fiscal years ended December 31, 2025, 2024 and 2023, respectively. In this Proxy Statement, we refer to this group of people as our “Named Executive Officers” or “NEOs.” In accordance with applicable SEC rules, the Summary Compensation Table for the Fiscal Year 2025 includes, for a particular fiscal year, only those stock awards made during that fiscal year and not any awards made after year-end even if awarded for services rendered in that year. SEC rules require that such awards be reflected in the year of grant and, as such, awards made after the end of the 2025 Fiscal Year will appear in the Summary Compensation Table for the Fiscal Year 2026 to be included in our proxy statement for our 2027 Annual Meeting of Stockholders.
Attendance at Annual Meetings of Stockholders
| | Fiscal | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total Compensation | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($) | ($) | ($) | ($) | | Edward R. Rosenfeld | 2025 | 1,135,894(2) | — | 6,999,979 | — | — | 28,500(3) | 8,164,373 | | Chief Executive Officer | 2024 | 1,170,220 | — | 7,000,001 | — | 880,000 | 28,350 | 9,078,571 | | | 2023 | 1,125,212 | — | 2,999,991 | — | 880,000 | 27,900 | 5,033,103 | | Zine Mazouzi | 2025 | 701,538(2) | — | 249,989 | — | — | 22,004(4) | 973,531 | | Chief Financial Officer and | 2024 | 672,115 | — | 1,250,002 | — | 420,045 | 22,004 | 2,364,167 | | Executive Vice President of Operations | 2023 | 599,038 | — | 450,023 | — | 264,000 | 24,900 | 1,337,961 | | Amelia Newton Varela | 2025 | 827,019(2) | — | 249,989 | — | — | 25,500(5) | 1,102,508 | | President | 2024 | 799,038 | — | 249,988 | — | 407,496 | 25,350 | 1,481,872 | | | 2023 | 774,037 | — | 1,349,996 | — | 303,708 | 24,900 | 2,452,641 | | Lisa Keith | 2025 | 463,942 | — | 49,993 | — | 56,250 | 17,610(6) | 587,795 | | Executive Vice President, | 2024 | 421,827 | — | 599,997 | — | 106,250 | 16,404 | 1,144,478 | | General Counsel and Secretary | 2023 | 396,924 | 100,000 | 175,011 | — | — | 5,920 | 677,855 | | Karla Frieders | 2025 | 305,098(2) | — | 100,011 | — | — | 6,102(8) | 411,211 | | Former Chief Merchandising | 2024 | 590,000 | — | 99,995 | — | — | 6,600 | 696,595 | | Officer(7) | 2023 | 590,000 | — | 649,997 | — | — | 6,600 | 1,246,597 |
Attendance at Annual Meetings of Stockholders
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Rosenfeld, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rosenfeld during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rosenfeld’s total compensation for each year to determine the compensation actually paid: |
Attendance at Annual Meetings of Stockholders
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(i) | Equity Award Adjustments(ii) | Compensation Actually Paid To PEO | | 2025 | $8,164,373 | $(6,999,979) | $10,616,439 | $11,780,833 | | 2024 | $9,078,571 | $(7,000,001) | $7,608,260 | $9,686,830 | | 2023 | $5,033,103 | $(2,999,991) | $7,326,543 | $9,359,656 | | 2022 | $7,609,075 | $(5,499,990) | $(173,356) | $1,935,729 | | 2021 | $7,566,831 | $(5,499,985) | $9,432,090 | $11,498,936 |