Deckers Outdoor Corp PRE 14A, filed Jul 12, 2024

Deckers Outdoor Corp (DECK)

PRE 14A 2024-07-12 For: 2024-03-31

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Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
x						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material under §240.14a-12


DATE			Monday, September 9, 2024
TIME			1:00 p.m. Pacific Time
VIRTUAL MEETING			The 2024 Annual Meeting of Stockholders (Annual Meeting) will be held virtually via a live webcast, which can be accessed on the Internet by visiting www.virtualshareholdermeeting.com/DECK2024. Stockholders will be able to vote and submit questions virtually during the Annual Meeting in accordance with the rules and procedures included on the meeting website. To access the Annual Meeting you will need a 16-digit control number. Your control number is provided on the Notice of Internet Availability of Proxy Materials you received in the mail, on your proxy card (if you requested to receive printed proxy materials), or through your broker or other nominee if you hold your shares in "street name."
RECORD DATE			Thursday, July 11, 2024


NUMBER	PROPOSAL	BOARD VOTING RECOMMENDATION	PAGE REFERENCE

1	Elect eleven directors to serve until the annual meeting of stockholders to be held in 2025, until their successors are duly elected and qualified, or until such director’s earlier death, resignation, or removal	"FOR" EACH DIRECTOR NOMINEE	7
2	Ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2025	"FOR"	76
3	Approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as described in the section of this Proxy Statement titled "Compensation Discussion and Analysis"	"FOR"	78
4	Approve the 2024 Employee Stock Purchase Plan	"FOR"	79
5	Approve the 2024 Stock Incentive Plan	"FOR"	83
6	Approve the amendment of certificate of incorporation to effect a six-for-one stock split with a proportionate increase in authorized capital stock	"FOR"	90


DIRECTOR NOMINEES

Michael F. Devine, III	David A. Burwick	Stefano Caroti
Nelson C. Chan	Cynthia (Cindy) L. Davis	Juan R. Figuereo
Maha S. Ibrahim	Victor Luis	Dave Powers
Lauri M. Shanahan	Bonita C. Stewart


BOARD RECOMMENDATION
"FOR" the ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2025.

•The Audit & Risk Management Committee is involved in the annual review and engagement of KPMG LLP to ensure its continuing audit independence. •The Audit & Risk Management Committee believes the continued retention of KPMG LLP is in the best interests of the Company and our stockholders.
Please refer to the section of this Proxy Statement titled "Proposal No. 2 - Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm" for additional information.


LONG-TERM STRATEGY AND GROWTH

We remain committed to our long-term strategies, which have been the primary drivers of our success in recent years. Our strategic framework includes efforts to: •Expand global consumer adoption of the HOKA brand and increase its market share within the performance athletic space; •Enhance the UGG brand's global positioning through elevated consumer experiences and segmented products that feature recognizable brand codes; •Adopt technology and analytical tools to further enhance our capabilities to support our evolving business, including expanding our digital marketing and e-commerce platforms; and •Invest in enterprise infrastructure to support the increased scale of our organization and key global growth initiatives, including investment in talent as well as distribution and logistics needs. We intend to closely monitor planned investments in our business as we remain mindful of a dynamic macroeconomic environment. We remain committed to delivering long-term stockholder value through the continued execution of our strategies, including progress on our Environmental, Social and Governance (ESG) initiatives.


ENVIRONMENTAL

•Supply Chain Environmental Efforts. We collect detailed and standardized information about our factory partners' and strategic supplier partners’ waste, water, chemistry, and energy consumption to identify and prioritize opportunities for sustainability performance improvements. •Materials. We strive to maximize the amount of recycled, renewable, regenerated, and certified/natural materials (preferred materials) in our products. •Climate and Clean Energy. We set ambitious Scope 1, 2, and 3 carbon reduction targets filed with and approved by the Science-Based Targets initiative, which provides guidance to companies to set targets in line with the latest climate science. Specifically, we strive to reduce absolute GHG emissions (Scope 1 and 2) and Scope 3 emissions per million dollars of gross profit.


SOCIAL

•More than 27% of our U.S. leaders (director and above) are from the Black, Indigenous, and People of Color (BIPOC) community, which represents anincrease of nearly 16 percentage points from fiscal year 2020. •Our employees volunteered approximately 19,000 hours. •We continued to focus on our employees' growth, creating experiences that align with our strategic priorities and promote inclusion, performance, connection, and development across the globe through various employee engagement activities and programs.


GOVERNANCE

•We continued to ensure diverse perspectives are reflected on our Board, which includes four female directors and six directors from underrepresented communities. •Dave Powers will retire as Chief Executive Officer and President of the Company effective August 1, 2024. Stefano Caroti, the Company's Chief Commercial Officer, will succeed Mr. Powers as Chief Executive Officer and President, as part of a planned multi-year succession process. •We expect Mr. Powers to continue to serve as a director, and Mr. Caroti to be appointed as a director, following the 2024 Annual Meeting of Stockholders assuming they are elected by our stockholders. •As of the date of our 2024 Annual Meeting of Stockholders, the authorized number of directors will be increased from ten to eleven.



PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



PROPOSAL NO. 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION


BOARD RECOMMENDATION:
"FOR" the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers as described in the section of this Proxy Statement entitled "Compensation Discussion and Analysis."

The primary objective of our executive compensation program is to compensate our executive officers in a manner that will attract, retain, and motivate talented executives with the skills needed to manage a complex and growing business in a competitive industry, while creating long-term value for our stockholders. The Talent & Compensation Committee seeks to design our executive compensation program in a manner that reflects direct alignment between the compensation opportunity provided to our executives and the achievement of our strategic objectives. Consistent with our strategic objectives for fiscal year 2024, when designing our executive compensation program for the year, the Talent & Compensation Committee focused on continuing to build and retain our executive team, while incentivizing our executive officers to focus on increasing revenue, enhancing profitability, achieving ESG objectives, and creating long-term value for our stockholders. When establishing our executive compensation program, the Talent & Compensation Committee is guided by the following four principles:
•Pay for performance by ensuring that a significant portion of compensation is made available to our executive team based on the achievement of pre-determined performance-based objectives. •Align interests of executives with stockholders by tying a significant portion of compensation to performance that creates long-term value for our stockholders. •Reward achievement by offering incentives for achieving short-term and long-term financial goals that are directly tied to the achievement of strategic objectives. •Attract and retain executives with the background and experience necessary to lead the organization and achieve our strategic objectives.
Please refer to the sections of this Proxy Statement titled “Compensation Discussion and Analysis” and "Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation" for additional information.


BOARD RECOMMENDATION:
"FOR" the approval of the 2024 Employee Stock Purchase Plan.

•The 2024 Employee Stock Purchase Plan (2024 ESPP) is intended to replace our 2015 Employee Stock Purchase Plan (2015 ESPP). •The 2024 ESPP will provide our eligible employees with an opportunity to invest in and accumulate share ownership in our Company through after-tax payroll deductions.
Please refer to the section of this Proxy Statement titled "Proposal No. 4 - Employee Stock Purchase Plan" for additional information.


BOARD RECOMMENDATION:
"FOR" the approval of the 2024 Stock Incentive Plan.

•The 2024 Stock Incentive Plan (2024 SIP) is intended to replace our 2015 Stock Incentive Plan (2015 SIP). •As with the 2015 SIP, the purpose of the 2024 SIP is to encourage ownership in the Company by key personnel whose long-term service is considered essential to our continued success, which encourages recipients to act in the best interests of stockholders and allows them to share in increases in the value of our Company. •Approval of 1,300,000 shares, less one share for every one share granted under the 2015 SIP after March 31, 2024 and prior to the effective date of the 2024 SIP.
Please refer to the section of this Proxy Statement titled "Proposal No. 5 - Stock Incentive Plan" for additional information.



PROPOSAL NO. 6 AMENDMENT OF CERTIFICATE OF INCORPORATION TO EFFECT A SIX-FOR-ONE STOCK SPLIT WITH A PROPORTIONATE INCREASE IN AUTHORIZED CAPITAL STOCK



ABOUT DECKERS



CEO SUCCESSION



BUSINESS HIGHLIGHT



OUR BUSINESS AND STRATEGIC OBJECTIVES


BOARD RECOMMENDATION:
"FOR" the approval of the Amendment to the Certificate of Incorporation.

•The trading price of our common stock has increased significantly in recent years, and our Board regularly evaluates the impact of these increases on the liquidity and marketability of our common stock. •Our Board believes effecting a six-for-one forward stock split would make our shares more affordable and attractive to a broader group of potential investors and increase liquidity in the trading of our common stock, which could have a positive impact on the aggregate value of our shares. •Our Board unanimously recommends to our stockholders the approval of an amendment to our certificate of incorporation to effect a six-for-one forward stock split of our outstanding capital stock, including the common stock and preferred stock, as well as a proportional increase in the authorized shares of capital stock.
Please refer to the section of this Proxy Statement titled "Proposal No. 6 - Amendment of Certificate of Incorporation to Effect a Six-For-One Stock Split with a Proportionate Increase in Authorized Capital Stock" for additional information.


1			Election of Directors. Elect eleven directors to serve until the annual meeting of stockholders to be held in 2025, until their successors are duly elected and qualified, or until such director’s earlier death, resignation, or removal.
2			Ratification of Selection of Accounting Firm. Ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2025.
3			Advisory Vote on Executive Compensation. Approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as described in the section of this Proxy Statement entitled "Compensation Discussion and Analysis."
4			2024 Employee Stock Purchase Plan. Approve the adoption of the 2024 Employee Stock Purchase Plan.
5			2024 Stock Incentive Plan. Approve the adoption of the 2024 Stock Incentive Plan.
6			Amendment of Certificate of Incorporation. Approve the amendment of certificate of incorporation to effect a six-for-one stock split with a proportionate increase in authorized capital stock.
			Other Business. Consider and vote upon any other business that may properly come before the Annual Meeting, or any postponements or adjournments thereof.


BY ORDER OF THE BOARD OF DIRECTORS

Dave Powers Chief Executive Officer and President


TABLE OF CONTENTS

2024 Proxy Statement Summary	i	Proposal No. 2 - Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm	76
Notice of Virtual Annual Meeting of Stockholders	vii	Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation	78
Proxy Statement	1	Proposal No. 4 - Employee Stock Purchase Plan	76
Questions and Answers About the Annual Meeting and Voting	2	Proposal No. 5 - Stock Incentive Plan	78
Proposal No. 1 - Election of Directors	7	Proposal No. 6 - Amendment of Certificate of Incorporation to Effect a Six-For-One Stock Split with a Proportionate Increase in Authorized Capital Stock	90
Director Nominees	9	Additional Information	93
Corporate Governance	20	Annual Report on Form 10-K	94
Executive Officers	30	Appendix A - 2024 Employee Stock Purchase Plan	95
Compensation Discussion and Analysis	33	Appendix B - 2024 Stock Incentive Plan	104
Executive Summary	34	Appendix C - Certificate of Amendment of Amended and Restated Certificate of Incorporation	117
Compensation Objective and Philosophy	39
Compensation Consultant and Peer Group	42
Elements of Fiscal Year 2024 Executive Compensation Program	44
Other Compensation Considerations	52
Talent & Compensation Committee Report	55
Summary Compensation Table	56
Grants of Plan-Based Awards in Fiscal Year 2024	57
Outstanding Equity Awards at 2024 Fiscal Year End	58
Fiscal Year 2024 Option Exercises and Stock Vested	59
Nonqualified Deferred Compensation	60
Potential Payments Upon Termination or Change in Control	61
Director Compensation	64
Equity Compensation Plan Information	65
CEO Pay Ratio	66
Pay Versus Performance	67
Security Ownership of Certain Beneficial Owners and Management	71
Delinquent Section 16(a) Reports	73
Audit & Risk Management Committee Report	74
Related-Person Transactions	75


			VOTING METHOD

			To vote at the Annual Meeting by live webcast, you must visit the following website: www.virtualshareholdermeeting.com/DECK2024. You will need the 16-digit control number included on the Notice or your proxy card (if you requested to receive printed proxy materials). The method you use to vote by proxy will not limit your right to attend or vote at the Annual Meeting. All shares that have been properly voted and not revoked will be voted at the Annual Meeting. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Annual Meeting.
			To vote by Internet, you will need the 16-digit control number included on the Notice or your proxy card (if you requested to receive printed proxy materials). Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on Sunday, September 8, 2024 by visiting www.proxyvote.com and following the instructions.
			To vote by telephone, you will need the 16-digit control number included on the Notice or on your proxy card (if you requested to receive printed proxy materials). Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on Sunday, September 8, 2024 by calling 1-800-690-6903 and following the instructions.
			To vote by mail, follow the instructions provided on your proxy card (if you requested to receive printed proxy materials). Simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. In order to be effective, completed proxy cards must be received by 11:59 p.m. Eastern Time on Sunday, September 8, 2024. This option is only available if you requested to receive printed proxy materials.


BOARD COMMITTEES CHAIRED BY WOMEN	AGE DISTRIBUTION OF NOMINEES	BOARD REFRESHMENT

67%	53-68 62 (Average Age)	4 (New Directors Over Past 4 Years)

BOARD CHAIR SUCCESSION	COMMITTEE CHAIR SUCCESSION

October 2019 Michael F. Devine, III Appointed Chair of the Board	October 2019 Cynthia (Cindy) L. Davis, Appointed Talent & Compensation Committee Chair
	June 2020 Juan R. Figuereo, Appointed Audit & Risk Management Committee Chair
	September 2021 Bonita C. Stewart, Appointed Corporate Responsibility, Sustainability & Governance Committee Chair


MICHAEL F. DEVINE, III
Age: 65 Director Since: 2011
Chair of our Board			Public Company Directorships: FIVE Below, Inc. (NYSE: FIVE)


DAVID A. BURWICK
Age: 62 Director Since: 2021
Board Committees: Talent & Compensation			Public Company Directorships: The Duckhorn Portfolio, Inc. (NYSE: NAPA) BJ's Wholesale Club Holdings, Inc. (NYSE: BJ)


STEFANO CAROTI
Age: 61 Director Nominee Nominated in: 2024
Board Committees: None			Public Company Directorships: None


NELSON C. CHAN
Age: 63 Director Since: 2014
Board Committees: Audit & Risk Management Corporate Responsibility, Sustainability & Governance			Public Company Directorships: Synaptics, Inc. (Nasdaq: SYNA) Twist Bioscience Corporation (Nasdaq: TWST) GCT Semiconductor Holding Inc. (NYSE: GCTS)


CYNTHIA (CINDY) L. DAVIS
Age: 62 Director Since: 2018
Board Committees: Talent & Compensation (Chair) Corporate Responsibility, Sustainability & Governance			Public Company Directorships: Kennametal Inc. (NYSE: KMT) Brinker International, Inc. (NYSE: EAT)


JUAN R. FIGUEREO
Age: 68 Director Since: 2020
Board Committees: Audit & Risk Management (Chair)			Public Company Directorships: Western Alliance Bancorporation (NYSE: WAL)


MAHA S. IBRAHIM
Age: 53 Director Since: 2021
Board Committees: Audit & Risk Management			Public Company Directorships: None


VICTOR LUIS
Age: 57 Director Since: 2020
Board Committees: Talent & Compensation			Public Company Directorships: None


DAVE POWERS
Age: 58 Director Since: 2016
Executive Positions: Chief Executive Officer and President			Public Company Directorships: Solo Brands, Inc. (NYSE: DTC)


LAURI M. SHANAHAN
Age: 61 Director Since: 2011
Board Committees: Audit & Risk Management Corporate Responsibility, Sustainability & Governance			Public Company Directorships: Treasury Wine Estates Limited (ASX: TWE) CAVA Group, Inc. (NYSE: CAVA)


BONITA C. STEWART
Age: 67 Director Since: 2014
Board Committees: Corporate Responsibility, Sustainability & Governance (Chair) Talent & Compensation			Public Company Directorships: PagerDuty, Inc. (NYSE: PD)


BOARD RECOMMENDATION			OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE ELEVEN DIRECTOR NOMINEES.


OUR POLICY OR PRACTICE			DESCRIPTION AND BENEFIT TO OUR STOCKHOLDERS

			STOCKHOLDER RIGHTS
Annual Election of Directors			• Our directors are elected annually, reinforcing their accountability to our stockholders. We do not employ a classified board structure.
Single Class of Outstanding Voting Stock			• Our common stockholders control our Company with equal voting rights.
Majority Voting Standard			• We have a majority voting standard for uncontested director elections.
			BOARD STRUCTURE
Director Independence			• Based on the director independence requirements set forth in our Corporate Governance Guidelines, as well as under applicable SEC and NYSE rules, our Board has determined that each of our director nominees, other than Mr. Powers and Mr. Caroti, is an "independent director." Accordingly, if all director nominees are elected at the Annual Meeting, nine out of eleven members of the Board will be "independent directors."
			• Our three standing Board committees: the Audit & Risk Management Committee, the Talent & Compensation Committee and the Corporate Responsibility, Sustainability & Governance Committee, consist exclusively of independent directors and have adopted written charters. Committee composition and charters are reviewed annually by our Board.
Committee Governance			• Our Corporate Governance Guidelines allow our Board to determine whether to separate or combine the roles of the Chair and Chief Executive Officer. Currently, Mr. Devine, who is an independent director, serves as Chair of the Board. We believe this is the most appropriate leadership structure for our Company at this time.
Annual Board Self-Evaluations			• The Corporate Responsibility, Sustainability & Governance Committee conducts and oversees annual evaluations of our Board, each Board committee and each individual director, to ensure they are effective and continue to serve the best interests of our stockholders. We periodically engage an independent third party to facilitate these evaluations.
Board Oversight of Risk			• Our Board is generally responsible for risk management activities, but has delegated the oversight of risk management to our Audit & Risk Management Committee. Our full Board regularly engages in discussions of the most significant risks we face and how these risks are managed.
			EXECUTIVE COMPENSATION
Annual Say-on-Pay Vote			• Historically, we have provided our stockholders the opportunity to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers on an annual basis as this affords our stockholders the ability to provide routine feedback on our executive compensation program.


BOARD OF DIRECTORS			Meetings in Fiscal Year 2024: 6

• Each of our directors attended at least 80% of Board meetings and meetings of the Board committees on which he or she served during his or her term.
• Time is scheduled for our independent directors to meet in an executive session at every Board meeting. Mr. Devine presides over each executive session.
• Our Corporate Governance Guidelines state that directors are expected to attend each of our annual meetings of stockholders. Eight members of our Board attended the annual meeting of stockholders held in September 2023.