UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant þ
Filed by a Party other than
the Registrant o
Check the appropriate box:
oPreliminary
Proxy Statement
oConfidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive
Proxy Statement
oDefinitive
Additional Materials
oSoliciting
Material Pursuant to §240.14a-12
| Steven
Madden, Ltd. |
| (Name
of Registrant as Specified in Its Charter) |
| |
| (Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check
the appropriate box):
þNo
fee required.
oFee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| |
(1) |
Title
of each class of securities to which transaction applies: |
| |
(2) |
Aggregate
number of securities to which transaction applies: |
| |
(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): |
| |
(4) |
Proposed
maximum aggregate value of transaction: |
| |
(5) |
Total
fee paid: |
oFee
paid previously with preliminary materials.
oCheck
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
| |
(1) |
Amount
Previously Paid: |
|
| |
(2) |
Form,
Schedule or Registration Statement No.: |
|
| |
(3) |
Filing
Party: |
|
| |
(4) |
Date
Filed: |
|
| |
|
|
|
|
|
Dear Shareholders,
2014 was a challenging year
for Steve Madden as we faced a difficult retail landscape and a footwear market with few significant fashion trends. For the year,
our consolidated net sales grew 2% to $1.3 billion, and diluted EPS declined 11% to $1.76. While our financial performance was
not up to our standards, we took important steps throughout the year to strengthen our business and position Steve Madden for
long-term success. We added new brands to our portfolio through acquisition, expanded our international business, invested in
our direct-to-consumer business and returned capital to shareholders through share repurchases – all investments that we
expect to drive EPS growth in 2015 and beyond.
Adding Strong Brands to
Our Portfolio
Expanding our brand portfolio
has been an important growth driver for the Company over the last several years, and, during 2014, we added two more powerful
brands to our mix with the acquisitions of Dolce Vita and Brian Atwood.
In August 2014, we acquired
Dolce Vita, one of the premier contemporary brands in the footwear industry and a strong complement to our portfolio as it targets
a customer and price point that we do not address with our other brands. We look forward to capitalizing on Dolce Vita’s
loyal consumer following and well-earned reputation for outstanding design while also making needed operational improvements,
including implementing processes for better control of inventory and operating expenses.
In March 2014, we acquired
an 80% interest in the Brian Atwood intellectual property. Brian Atwood is the first true global luxury brand in our portfolio,
and we believe there is significant untapped potential in both Brian Atwood and the B Brian Atwood diffusion brand. We plan to
re-launch B Brian Atwood for Fall 2015 with both footwear and handbag collections.
In early 2015, we added another
brand to our portfolio with our acquisition of the intellectual property and related assets of Blondo, a waterproof boot brand
with a heritage that dates back over 100 years. Weather-resistant footwear is an important category that we did not previously
have in our arsenal, and with approximately 70% of Blondo’s business currently done in Canada, we see significant opportunity
to expand the brand in other markets, particularly the United States.
Expanding Our International
Presence
One of our most important
long-term initiatives continues to be growing our business outside of the United States. In 2014, we further expanded our footprint
in international markets, acquiring our distributor in Mexico and forming a joint venture in South Africa.
On December 30, 2014, we closed
on the acquisition of our Mexican distributor, SM Mexico. SM Mexico has marketed the Steve Madden brand in Mexico since 2005 and
distributes products in the wholesale channel as well as through 21 Steve Madden branded retail stores. We see significant growth
opportunity in Mexico and plan to continue to expand in this important market by enhancing our presence in leading department
stores, entering new wholesale accounts, growing our retail store base and introducing certain of our other brands, like Dolce
Vita, into the Mexican market.
Additionally, we expanded
our partnership with House of Busby in South Africa during the year. Busby has been the distributor of our Steve Madden brand
in South Africa since 2011, and based on the success we have seen thus far, we elected to expand the partnership by forming a
joint venture. We now own 50.1% of the business in South Africa, which includes four Steve Madden retail stores and 20 Steve Madden
shop-in-shops in the leading South African retailer Edgars.
Enhancing Our Direct-To-Consumer
Offerings
In addition to our acquisition
activity in 2014, we also invested in our existing business. In March 2014, we launched a new, interactive e-commerce site that
enables stronger brand engagement with our customers. The new SteveMadden.com integrates social sharing, editorial commerce and
improved targeting to offer customers a speedier and superior shopping experience, particularly on mobile devices. We have been
pleased with the results we have seen thus far, which include a strong improvement in conversion rate on the site. We have also
received great feedback from consumers, who enjoy being able to interact with both the brand and other Steve Madden fans and are
responding to the ability to draw fashion, music and lifestyle inspiration from the site.
We also expanded our bricks
and mortar presence during the year with the opening of 15 Steve Madden outlet stores, bringing us to 32 outlet locations at the
end of 2014.
Returning Capital to Shareholders
Finally, as part of
our ongoing effort to maximize shareholder value, we returned $142 million in capital to our shareholders in 2014 in the form
of share repurchases. We repurchased 4.3 million shares during the year, or over 6% of the Company, at an average price of $33.38
per share.
Looking Ahead
While weak industry trends
affected our performance during 2014, we operated our business with discipline, proactively managing our inventory levels and
promotional activities to lessen the impact of soft sales throughout the year. As discussed, we also focused on making strategic
investments that will enhance our growth prospects over the long term. As we look forward, we are encouraged by a number of positive
signs we are seeing currently, including emerging fashion footwear trends, improving performance at our retail stores and better
sell-through at our wholesale partners on new Spring product in both footwear and handbags. Today, our core Steve Madden business
remains a market leader, our portfolio of brands is stronger than ever, and we are making progress on a number of growth initiatives
that should enable us to grow the business in 2015 and for years to come.
In closing, we would like
to thank all of our employees for their hard work and dedication, our customers for their loyalty, and you, our shareholders,
for your continued support.
Sincerely,
 |
|
| EDWARD ROSENFELD |
|
| CHIEF EXECUTIVE
OFFICER |
|
| |
|
 |
|
| AWADHESH
SINHA |
|
| CHIEF OPERATING
OFFICER |
|
| |
|
 |
|
| ARVIND DHARIA |
|
| CHIEF FINANCIAL
OFFICER |
|
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON MAY 22, 2015
TO THE STOCKHOLDERS:
The Annual Meeting
of Stockholders (the “Annual Meeting”) of Steven Madden, Ltd. (the “Company”) will be held on Friday,
May 22, 2015, at the Company’s showroom located at 1370 Avenue of the Americas, 14th Floor, New York, New York at 10:00
a.m., local time, for the purposes stated below:
| |
|
|
|
| |
1. |
to elect
eight (8) directors to the Board of Directors of the Company; |
| |
2. |
to ratify
the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2015; |
| |
3. |
to approve,
on a non-binding advisory basis, the compensation of certain executive officers as disclosed in the accompanying proxy statement;
and |
| |
4. |
to transact such other business
as may properly come before the Annual Meeting or any adjournments thereof. |
Only those
stockholders of record at the close of business on April 2, 2015, the record date for the Annual Meeting, are entitled to notice
of and to vote at the Annual Meeting and any adjournments thereof. Stockholders of record at the close of business on April 2,
2015, the record date for the Annual Meeting, will be admitted to the Annual Meeting upon presentation of valid, government-issued
photo identification, such as a driver’s license. Stockholders who own shares of the Company’s common stock beneficially
through a bank, broker or other nominee will be admitted to the Annual Meeting upon presentation of valid, government-issued photo
identification and proof of ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from
a bank or broker are examples of proof of ownership. If you own shares of the Company’s common stock beneficially and want
to vote in person at the Annual Meeting, you should contact your broker or applicable agent in whose name the shares are registered
to obtain a broker’s proxy and bring it to the Annual Meeting in order to vote.
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2015: THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT, ANNUAL REPORT, ELECTRONIC PROXY CARD AND ANY OTHER MATERIALS CONCERNING THE ANNUAL MEETING, TOGETHER WITH
ANY AMENDMENTS TO ANY OF THESE MATERIALS, ARE AVAILABLE ON THE INTERNET AT WWW.PROXYVOTE.COM.
| |
|
|
| |
BY ORDER OF THE
BOARD OF DIRECTORS |
|
| April 8, 2015 |
|
|
| Long Island City,
New York |
 |
|
| |
Arvind Dharia |
|
| |
Secretary |
|
WHETHER OR NOT YOU EXPECT
TO BE PRESENT AT THE ANNUAL MEETING, PLEASE MARK, DATE AND SIGN THE ACCOMPANYING FORM OF PROXY AND MAIL IT PROMPTLY IN THE ENVELOPE
PROVIDED TO: VOTE PROCESSING, C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NEW YORK 11717. ALTERNATIVELY, YOU MAY VOTE YOUR SHARES
BY TELEPHONE OR THROUGH THE INTERNET AS DESCRIBED ON THE ACCOMPANYING PROXY CARD.
TABLE
OF CONTENTS
STEVEN MADDEN,
LTD.
52-16 Barnett
Avenue
Long
Island City, New York 11104
PROXY
STATEMENT
GENERAL
INFORMATION
The
Board of Directors of Steven Madden, Ltd. requests your proxy in connection with the Annual Meeting of Stockholders (the “Annual
Meeting”) of Steven Madden, Ltd. (the “Company”, “we” or “us”). The Annual Meeting will
be held at the Company’s showroom located at 1370 Avenue of the Americas, 14th Floor, New York, New York on Friday, May
22, 2015 at 10:00 a.m., local time. Proxies also may be voted at any adjournments or postponements of the Annual Meeting.
On
or about April 10, 2015, a notice containing instructions on how to access this Proxy Statement, the accompanying proxy card and
related materials online is being mailed to holders of record of common stock, $.0001 par value, of the Company (the “Common
Stock”) at the close of business on April 2, 2015 (the “Record Date”). The Company’s Annual Report for
the fiscal year ended December 31, 2014 (the “2014 Fiscal Year”), including audited financial statements, is included
in the materials that are accessible online. This Proxy Statement contains information about the Annual Meeting as well as information
regarding the voting process, director elections, our corporate governance programs and executive and director compensation, among
other things. We recommend that you read all of these materials.
The Annual
Meeting has been called to consider and take action on the following proposals:
| · | to
elect eight (8) directors to the Board of Directors of the Company to serve until the
next annual meeting of the Company’s stockholders; |
| · | to
ratify the appointment of EisnerAmper LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2015; |
| · | to
approve, on a non-binding advisory basis, the compensation of certain executive officers
as disclosed in this Proxy Statement; and |
| · | to
transact such other business as may properly come before the Annual Meeting and any adjournments
thereof. |
The
Board of Directors knows of no other matters to be presented for action at the Annual Meeting. However, if any other matters properly
come before the Annual Meeting, the persons named in the proxy will vote on such other matters and/or for other nominees for director
in accordance with their best judgment. The Company’s Board of Directors recommends that the stockholders vote “FOR”
each of the proposals. Only holders of record of Common Stock of the Company at the close of business on the Record Date will
be entitled to vote at the Annual Meeting.
The
Company is incorporated in the State of Delaware. The principal executive offices of the Company are located at 52-16 Barnett
Avenue, Long Island City, New York 11104 and the telephone number of the Company is (718) 446-1800.
Notice of Internet Availability
of Proxy Materials
We
continue to take advantage of the Securities and Exchange Commission (the “SEC”) “e-proxy” rules allowing
us to furnish proxy materials through the Internet for the benefit and convenience of our stockholders. By using the e-proxy rules,
we can expedite the receipt by stockholders of proxy materials while lowering the costs and reducing the environmental impact
associated with our Annual Meeting. On or about April 10, 2015, we will furnish a Notice of Internet Availability of Proxy Materials
(the “Availability Notice”) to most of our stockholders containing instructions on how to access the proxy materials
and to vote online. In addition, instructions on how to request a printed copy of these materials will be found on the Availability
Notice. If you received an Availability Notice by mail, you will not receive a paper copy of the proxy materials unless you request
such materials by following the instructions contained in the Availability Notice.
For
more information on voting your Common Stock, please refer to the following “Questions and Answers” section.
QUESTIONS AND ANSWERS
ABOUT THE ANNUAL MEETING AND VOTING
1.
What is included in the proxy materials? What is a proxy statement and what is a proxy?
The
proxy materials for our Annual Meeting include the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form
10-K for the year ended December 31, 2014. If you received a paper copy of these materials, the proxy materials also include a
proxy card or voting instruction form.
A
proxy is the delegation of your right to vote the Common Stock you own to another person, who is called your proxy. When you designate
someone as your proxy in a written document, that document is called a proxy or a proxy card. SEC regulations require that we
furnish a proxy statement to you when we ask you to sign a proxy designating individuals to vote your shares of Common Stock on
your behalf. We have designated our officers Edward R. Rosenfeld and Arvind Dharia as proxies for the Annual Meeting.
2.
Who may vote at the Annual Meeting?
Only
stockholders of record are entitled to vote at the Annual Meeting. A stockholder of record is a stockholder of the Company as
of the close of business on the Record Date. On the Record Date, there were 63,601,164 shares of our Common Stock outstanding
(excluding treasury shares) held by approximately 110 registered holders of record and 20,388 beneficial owners.
3. What is the difference
between holding shares as a stockholder of record and as a beneficial owner?
If
your shares are registered directly in your name with the Company’s registrar and transfer agent, American Stock Transfer
& Trust Company, you are a “stockholder of record” with respect to those shares and, in such case, this Proxy
Statement and the accompanying proxy materials have been provided directly to you by the Company. If your shares are held in a
stock brokerage account or by a bank or nominee, your shares are held in “street name” and you are considered the
“beneficial owner” of those shares and, in such case, this Proxy Statement and the accompanying proxy materials have
been provided to you by your broker, bank or other stockholder of record. As the beneficial owner, you have the right to direct
your broker, bank or other stockholder of record how to vote your shares held in “street name.”
4. What is considered a
quorum to conduct the Annual Meeting?
The
presence, in person or by proxy, of the holders of a majority of the shares eligible to vote is necessary to constitute a quorum
for the purpose of transacting business at the Annual Meeting. Under Delaware law (under which the Company is incorporated), abstentions
and broker non-votes (meaning proxies from brokers, banks or nominees indicating that such persons have not received instructions
on how to vote from the beneficial owner or other persons eligible to vote shares as to matters with respect to which the brokers,
banks or nominees do not have discretionary power to vote) are counted as present for purposes of determining the presence or
absence of a quorum for the transaction of business. If a quorum is not present, the Annual Meeting may be adjourned until a quorum
is obtained.
5. What is a “broker
non-vote”?
As
discussed in the response to question 3, if your shares are held in “street name” by a broker, bank or other nominee,
your broker, bank or other nominee is the record holder; however, the broker, bank or other nominee is required to vote the shares
in accordance with your instructions. If you do not give instructions to your broker, bank or other nominee, as the case may be,
the broker, bank or other nominee may, if permitted by the organizations of which it is a member, exercise discretionary voting
power to vote your shares. A “broker non-vote” occurs when a broker, bank or other nominee of record holding shares
for a beneficial owner has not received voting instructions from the beneficial owner and either chooses not to vote the shares
on a particular proposal as to which the holder has discretionary voting power or does not vote on a particular proposal because
that holder does not have discretionary voting power for that particular item. Broker non-votes are considered present in determining
whether a quorum is present.
If
you hold your shares in “street name,” we strongly encourage you to provide instructions regarding the voting of your
shares as your broker or nominee cannot vote your shares with respect to certain of the proposals being presented at the Annual
Meeting without voting instructions from you.
6. How many votes do I
have? What shares are included on the proxy card?
For
each share of Common Stock that you own on the Record Date you are entitled to one vote on each matter presented at the Annual
Meeting.
If
you are a record holder, you will receive an Availability Notice or proxy card for all of the shares of Common Stock you hold
in certificate form, in book-entry form and in any Company benefit plan. If you are a beneficial owner, you will receive information
containing voting instructions from the broker, bank or other nominee through which you own your shares of Common Stock.
7. How many votes are required
to approve each proposal and what is the effect of abstentions and broker non-votes?
Proposal
One (Election of Directors): Under Delaware law, directors are elected by the affirmative vote of a plurality of the shares
of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote. 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 discussed in Proposal One below.
Proposal
Two (Ratification of Appointment of EisnerAmper LLP): The affirmative vote of a majority of the shares of Common Stock present
in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the ratification of the appointment
of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2015.
Proposal
Three (Non-Binding Advisory Vote on Executive Compensation): The affirmative vote of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve, on a non-binding
advisory basis, the compensation of the Company’s Named Executive Officers as described in this Proxy Statement.
Other
Matters: If any other matters are presented at the Annual Meeting, they must receive the affirmative vote of a majority of
the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote in order to be
approved.
Abstentions
will have no effect on the election of directors, but will be treated as present and entitled to vote on the remaining proposals
and, therefore, abstentions will have the effect of votes “AGAINST” such proposals.
Proposal
One (Election of Directors) will be decided by a plurality of the votes of the shares represented in person or by proxy. The approval
of each of Proposals Two (Ratification of EisnerAmper LLP) and Three (Advisory Vote on Executive Compensation) requires a favorable
vote of a majority of the shares present and entitled to vote on the applicable matter. As noted above, an abstention will have
no effect on the election of directors but will have the same effect as a vote “AGAINST” each other proposal. Broker
non-votes with respect to Proposals One, Two and Three will have no effect on the outcome of the vote with respect to that proposal.
8. How can I vote my shares?
Your
vote is important. Your shares can be voted at the Annual Meeting only if you are present in person or represented by proxy. Even
if you plan to attend the Annual Meeting, we urge you to authorize your proxy in advance. You may vote your shares by authorizing
a proxy over the Internet or by telephone. In addition, if you received a paper copy of the proxy materials by mail, you can also
submit a proxy by mail by following the instructions on the proxy card. Voting your shares by authorizing a proxy over the Internet,
by telephone or by written proxy card will ensure your representation at the Annual Meeting regardless of whether you attend in
person.
If
you are the record holder of your shares, please authorize your proxy electronically by going to the http://www.proxyvote.com
website or by calling the toll-free number listed below and on the proxy card. Please have your Proxy Statement or proxy card
in hand when going online or calling. If you authorize your proxy via the Internet or by phone you do not need to return your
proxy card. If you choose to authorize your proxy by mail, simply mark your proxy card and then date, sign and return it in the
postage-paid envelope provided.
VOTE
BY INTERNET
http://www.proxyvote.com
Use the Internet to transmit
your voting instructions and for electronic delivery of information. |
VOTE
BY PHONE
1-800-690-6903
Use any touch-tone telephone
to transmit your voting instructions. |
VOTE
BY MAIL
Vote
Processing, c/o Broadridge
51 Mercedes Way
Edgewood, New York 11717
If you receive paper
proxy materials, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return
it to the address shown above. |
If
you hold your shares beneficially in “street name” through a broker or nominee you may be able to authorize your proxy
by telephone or the Internet as well as by mail, but you will need to obtain and follow instructions from your broker or nominee
to vote these shares.
9.
May I revoke my proxy for the Annual Meeting once I have given it?
You may revoke
your proxy at any time before it is voted at the Annual Meeting by:
| · | properly
executing and delivering a later dated proxy (including a telephone or Internet proxy
authorization); |
| · | voting
by ballot at the Annual Meeting; or |
| · | sending
a written notice of revocation to the Corporate Secretary of the Company at Steven Madden,
Ltd., 52-16 Barnett Avenue, Long Island City, New York 11104. |
10. How does the Board
of Directors recommend that I vote my shares?
The Board of
Directors of the Company recommends that you vote:
| · | “FOR”
the election of each of the eight director nominees; |
| · | “FOR”
the ratification of the appointment of EisnerAmper LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2015; and |
| · | “FOR”
the approval, on a non-binding advisory basis, of the executive compensation of the Company’s
Named Executive Officers, as disclosed in this Proxy Statement. |
ALL PROXIES
RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL
IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY
WITH RESPECT TO ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
AS NOTED ABOVE, IF YOU HOLD YOUR SHARES BENEFICIALLY THROUGH A BROKER, BANK OR OTHER NOMINEE AND FAIL TO PROVIDE SPECIFIC VOTING
INSTRUCTIONS TO THAT BROKER, BANK OR OTHER NOMINEE, YOUR SHARES WILL NOT BE VOTED IN THE ELECTION OF DIRECTORS OR WITH RESPECT
TO THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
11. Who will bear the expenses
of this solicitation and how are proxies being solicited?
The
Company will pay the costs of soliciting proxies, including preparing, printing and mailing this Proxy Statement, any exhibits
hereto and the proxies solicited hereby. In addition to the use of the mails, proxies may be solicited on the Company’s
behalf by officers, directors and employees of the Company, without additional remuneration, by personal interviews, telephone
or electronic transmission. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy
materials to the beneficial owners of shares of Common Stock held of record by them and will provide reimbursements for the cost
of forwarding the material in accordance with customary charges. The Company has entered into an agreement with D.F. King &
Co., Inc. to assist in the solicitation of proxies and provide related advice and informational support. The total expense of
this engagement, which will be borne by the Company, including customary disbursements, is not expected to exceed $20,000 in the
aggregate.
12. How will the voting
results be reported?
The
preliminary results of the voting on the proposals will be reported at the Annual Meeting. The final certified results will be
reported in a Current Report on Form 8-K that will be filed with the SEC within four business days following the Annual Meeting.
13. How do I submit a proposal
for action at the Company’s 2016 Annual Meeting of Stockholders?
In
accordance with rules promulgated by the SEC, any stockholder who wishes to submit a proposal for inclusion in the proxy materials
to be distributed by the Company in connection with the 2016 Annual Meeting of Stockholders of the Company (the “2016 Annual
Meeting”) must do so no later than December 10, 2015. In addition, in accordance with Article I, Section 7(f) of the Company’s
Amended and Restated By-Laws (the “By-Laws”), in order to be properly brought before the 2016 Annual Meeting, a matter
must be either (i) specified in the notice of such meeting given by or at the direction of the Board of Directors (or any duly
authorized committee thereof), (ii) otherwise properly brought before such meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (iii) specified in a notice in proper written form given by a stockholder of record
on the date of the giving of the notice and on the record date for such meeting, which notice conforms to the requirements of
Article I, Section 7(f) of the By-Laws and is delivered to, or mailed and received at, the Company’s principal executive
offices not less than 120 days nor more than 150 days prior to the first anniversary of the date of the Company’s 2015 Annual
Meeting. Accordingly, any written notice given by or on behalf of a stockholder pursuant to the foregoing clause (iii) in connection
with the 2016 Annual Meeting must be received no later than January 23, 2016 and no earlier than December 24, 2015. In addition,
for business to be properly brought before the 2016 Annual Meeting by a stockholder pursuant to the foregoing clause (iii), such
stockholder shall have complied with any other applicable requirements, including, but not limited to, the requirements of Rule
14a-8 promulgated by the SEC.
PROPOSAL
ONE:
ELECTION OF DIRECTORS
The
Company’s By-Laws provide that the Board of Directors of the Company shall be comprised of a minimum of one director and
that, subject to this limitation, the number of directors may be fixed from time to time by action of the directors. The Company’s
Board of Directors has fixed the number of directors to comprise the Board of Directors at eight directors and the Board of Directors
presently is comprised of eight directors. Directors serve a one-year term and the term of each of the directors will expire at
the Annual Meeting.
Stockholder Nominations
for Board Membership
The
Nominating/Corporate Governance Committee of the Board of Directors recommends to the Board director candidates for nomination
and election at each annual meeting of stockholders or for appointment to fill vacancies on the Board. The Nominating/Corporate
Governance Committee will review and evaluate the qualifications of proposed director candidates recommended to it from various
sources, including candidates proposed by stockholders of the Company in accordance with the procedures established for that purpose.
In accordance with Article II, Section 5 of the By-Laws, director nominations for the 2016 Annual Meeting can only be made by
a stockholder of the Company who (i) is a stockholder of record on the date of the giving of the notice of such director nominations
and on the record date for the determination of stockholders entitled to vote at the 2016 Annual Meeting and (ii) complies with
the notice requirements and procedures set forth in Article II, Section 5 of the By-Laws. A stockholder’s notice to the
Corporate Secretary with respect to any such nominations must be timely and in proper written form pursuant to Article II, Section
5 of the Company’s By-Laws, including containing certain information concerning the nominating or proposing stockholder
and certain information concerning the nominee, and the notice must be delivered to, or mailed and received at, the Company’s
principal executive offices not less than 120 days nor more than 150 days prior to the first anniversary of the date of the Company’s
2015 Annual Meeting. Accordingly, any written notice given by or on behalf of a stockholder pursuant to Article II, Section 5
of the Company’s By-Laws in connection with the 2016 Annual Meeting must be received no later than January 23, 2016 and
no earlier than December 24, 2015.
Nominees for Election
to the Board of Directors
Upon
recommendation of the Nominating/Corporate Governance Committee of the Board of Directors, the Board of Directors has nominated
and is recommending to the stockholders the election of each of the eight nominees named below to serve as a director of the Company
until the next annual meeting of the Company’s stockholders and until his or her successor is duly elected and qualified
or until his or her earlier death, resignation or removal from office. All of the nominees were elected directors at last year’s
Annual Meeting of Stockholders and each has agreed to be named in this Proxy Statement and to serve if elected.
The
names and biographical summaries of the eight persons who have been recommended by the Nominating/ Corporate Governance Committee
of the Board of Directors and nominated by the Board of Directors to stand for election at the Annual Meeting are provided below
for your information.
Our
Board of Directors is responsible for overseeing our business in a manner consistent with the Board’s fiduciary duty to
our stockholders. This significant responsibility requires that our directors consist of individuals who are well-qualified for
service on our Board and its committees and demonstrate a commitment to the success of the Company and to service in the best
interests of our stockholders. The Board and the Nominating/Corporate Governance Committee select nominees with a view to establishing
a Board of Directors that is comprised of individuals who have extensive business leadership experience, are independent, bring
diverse perspectives to the Board, possess high ethical standards and sound business judgment and acumen and a willingness to
devote the time necessary for the Board to effectively fulfill its responsibilities. We believe that all of the director nominees
possess these qualifications and provide the Board with a full complement of knowledge, business skills and expertise for the
effective management of our Company. In addition to these general qualifications, provided below for each nominee for director
is a discussion of the experience, qualifications, attributes and skills that led to the Board’s conclusion that the nominee
should serve as a director.
| Name |
Principal
Occupation |
Age |
Year
Became
a
Director |
| |
|
|
|
| Edward
R. Rosenfeld |
Chairman
of the Board and Chief Executive Officer, Steven Madden, Ltd. |
39 |
2008 |
| Rose
Peabody Lynch |
Owner
of Marketing Strategies, LLC, New York based consulting firm of which she is founder and President, which focuses on strategic
marketing and operating issues for small to medium-sized companies |
65 |
2014 |
| John
L. Madden |
Owner
of JLM Consultants, Inc., which provides consulting services to the Company with respect to international sales |
68 |
1993 |
| Peter
Migliorini |
Sales
Manager, Greschlers, Inc., a building supplies company |
66 |
1996 |
| Richard
P. Randall |
Retired
Executive Vice President and Chief Financial Officer, Direct Holdings Worldwide, LLC, the parent company of Lillian Vernon
Corp., a catalog and online retailer of gifts and household goods, and Time-Life, a music and video marketing company |
77 |
2006 |
| Ravi
Sachdev |
Managing
Director, J.P. Morgan |
38 |
2008 |
| Thomas
H. Schwartz |
Owner,
Sumner and Forge Investors LLC, a real estate investment and property management company |
67 |
2004 |
| Robert
Smith |
Chief
Merchandising Officer, Haddad Brands, a global children’s apparel and accessories licensing partner for iconic American
brands such as Levi’s, Hurley, Nike, Jordan and Converse |
49 |
2014 |
Additional Information
About the Director Nominees
Other
Public Company Directorships
Two
of our directors also currently serve as directors of other public companies:
| · | Mr.
Rosenfeld is a director and member of the Audit Committee of PVH Corp., one of the world’s
largest apparel companies. |
| · | Mr.
Randall serves as a director and member of the Audit Committee of P&F Industries
Inc., a manufacturer and importer of tools sold principally to the industrial, retail
and automotive markets. |
Other
Employment Information
Each
of our directors has been engaged in the principal occupation indicated in the foregoing table for more than the past five years,
except for Mr. Smith who has held his position with Haddad Brands since 2013. Prior thereto, from 2010 to 2012, Mr. Smith served
as Executive Vice President, Merchandising for Limited Brands, at Victoria’s Secret Direct, the largest direct-to-consumer
women’s apparel retailer in the United States. From 1998 through 2010, Mr. Smith held various senior merchandising positions
at Macy’s Inc. beginning with Vice President, Merchandise Manager, Macy’s West and culminating with Executive Vice
President, Merchandising for Juniors, Kids, Intimate Apparel, Dresses, Suits, Coats and Swimwear.
Specific
Qualifications, Attributes, Skills and Experience of Director Nominees
Edward
R. Rosenfeld, who joined our executive management team in May 2005, has more than 17 years 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. 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 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. Mr. Rosenfeld serves
as a director of PVH Corp., one of the world’s largest apparel companies, and is also a director of Summer Search New York
City, a non-profit corporation, whose mission is to help low-income teenagers develop skills and character traits to become college-educated
leaders.
Rose
Peabody Lynch will soon complete her first year of service as a director of the Company and as a member of the Audit Committee
and the Compensation Committee. She possesses over 30 years of business experience, including tenures as the 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 a number of 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).
She was a member of the Audit 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 charities and currently serves as a director of S.O.S. Children’s Villages, the U.S. arm of an international
non-profit organization dedicated to providing assistance to children. She currently serves on the Board of Directors of the Princeton
University Varsity Club and is President of her Princeton University class. Ms. Lynch is also a member of the Women and Foreign
Policy Advisory Council at the Council on Foreign Relations.
John
L. Madden has served as a director of the Company for more than 20 years. Mr. Madden owned a branch office of Tradeway
Securities Group, Inc., a brokerage firm, in Florida from April 1998 through September 2003 and, from May 1996 through December
1996, his consulting company, JLM Consultants, Inc., acted as a branch office of Merit Capital, Inc., a brokerage firm. Mr. Madden
has also served as Vice President of Investments for GKN Securities, Inc., a brokerage firm, and was employed by Biltmore Securities,
Inc., a brokerage firm, as Managing Director and registered sales representative. As a result of Mr. Madden’s numerous years
of experience in finance and investing, he possesses a proficiency in financial analysis and investing that strengthens the Board’s
collective qualifications, skills and experience and provides the Board with greater insight and guidance. His years in business
consulting and his strong financial background have provided him with expertise in addressing operational and management issues
and providing overall direction for complex corporations like ours. Mr. Madden brings a wealth of knowledge and a depth of experience
that comes from his lengthy tenure as a director of the Company. His knowledge of Company history and his understanding of the
Company in the context of the Company’s long-term strategic plan provides the Board with continuity of direction and focus.
Mr. Madden is the brother of Steven Madden, the Company’s founder and Creative and Design Chief. Please see the section
of this Proxy Statement captioned “Certain Relationships and Related Party Transactions.”
Peter
Migliorini has served as a director of the Company since October 1996 and has served on the Company’s Audit
Committee since October 1996, the Nominating/Corporate Governance Committee, as its Chair, since July 2004 and the Compensation
Committee, as its Chair, since July 2004. Mr. Migliorini is also Presiding Director over all executive sessions of the independent
directors. Mr. Migliorini possesses extensive executive level financial, sales and operations experience. Prior to serving as
sales manager for Greschlers, Inc., from 1987 to 1994, Mr. Migliorini served as Director of Operations for Mackroyce Group, a
construction company. 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 the
Company’s operations and growth endeavors. Mr. Migliorini’s early experience in the shoe industry also provides relevant
knowledge and expertise in the Company’s specific industry.
Richard
P. Randall has served as a director of the Company since April 2006 and has served on the Company’s Audit
Committee, as its Chair, since 2006, and on the Nominating/Corporate Governance Committee since September 2008. Mr. Randall has
decades of business experience, including tenures as Chief Financial Officer and Chief Operating Officer of both publicly traded
and privately held companies in the retail industry, including Direct Holdings Worldwide, LLC, the parent company of Lillian Vernon
Corp. and Time-Life, a music and video marketing company, and, prior thereto, Coach, Inc., a luxury leather goods company. Mr.
Randall possesses extensive knowledge of accounting and finance, the retail industry and the issues impacting a publicly traded
company. Mr. Randall has extensive executive level experience establishing his capabilities in management of complex organizations
and is a certified public accountant. His expertise in finance qualifies him to serve as the Audit Committee “audit committee
financial expert” and his service on the boards and board committees of other companies has allowed him to gain broad-based
experience and sensitivity regarding best practices, which he shares with the Board. Mr. Randall also provides a perspective on
proper governance for public companies. He currently serves as a member of the board of directors and Audit Committee of P&F
Industries, Inc., a manufacturer and importer of tools sold principally to the industrial, retail and automotive markets, as well
as residential hardware and, until December 31, 2014, served as a member of the board of directors and chair of the Audit and
Risk Committee of Aceto Corporation, a generic pharmaceutical, nutraceutical and chemical distribution company. Mr. Randall is
a former director and member of the Executive, Finance, Audit and Research Committees of The Burke Rehabilitation Hospital (“Burke”).
He currently serves as a Member Emeritus of Burke’s Executive Committee and retains a board seat on The Burke Foundation’s
board. Mr. Randall served as a director and chair of the Audit Committee of Universal Travel Group, a travel services provider
in the People’s Republic of China, and of Home Systems Group, a manufacturer and distributor of household appliances in
the People’s Republic of China, from 2007 until 2008 when he resigned from these boards.
Ravi
Sachdev has been a director of the Company since September 2008 and has served on the Company’s Audit Committee
since September 2008. As a Managing Director of J.P. Morgan, Mr. Sachdev focuses on the healthcare services subsector. Earlier,
Mr. Sachdev was a Managing Director at Deutsche Bank Securities, Inc. from January 2009 and prior to that held the position of
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 17 years of professional experience in investment banking 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.
Thomas
H. Schwartz has served as a director of the Company since May 2004 and has served on the Company’s Compensation
Committee since July 2004. With more than twenty years of experience as a Managing Director of Helmsley-Spear, Inc. and seven
years as the owner of his own real estate investment firm, Mr. Schwartz brings to the Board extensive executive level experience
in handling operations issues and practical expertise in management.
Robert
Smith will soon complete his first year of serving as a director of the Company and as a member of the Compensation
Committee and the Nominating/Corporate Governance Committee. Prior to his current and former positions with Haddad Brands and
Victoria’s Secret Direct, respectively, Mr. Smith held various senior merchandising positions at Macy’s Inc. between
1998 and 2010, beginning with Vice President, Merchandise Manager, Macy’s West and culminating with Executive Vice President,
Merchandising for Juniors, Kids, Intimate Apparel, Dresses, Suits, Coats and Swimwear. Earlier, Mr. Smith was a Merchandiser for
XOXO Apparel Company and held various positions with Burdine’s Department Stores. Mr. Smith possesses nearly 30 years of
business experience in the fashion industry and has extensive executive level expertise in merchandising. His experience in this
area will further enhance the Board’s depth of understanding of the industry.
Required
Vote
Proxies
will be voted for the election of the eight 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 abstain from voting by marking the appropriate
boxes on the accompanying proxy. Abstentions will be counted separately and used for purposes of calculating whether a quorum
is present at the Annual Meeting, but will have no effect on the outcome of the vote.
Director Election (Majority
Voting) Policy
It
is the policy of the Company that any nominee for director who receives a greater number of “WITHHOLD” votes than
“FOR” votes for his or her election must promptly submit a letter offering his or her 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 Board of Directors as to whether or not the resignation
should be accepted. This policy does not apply in contested elections. For more information about this policy, see “Corporate
Governance – Director Election (Majority Voting) Policy” below.
Recommendation of the Board
of Directors
The
Nominating/Corporate Governance Committee of the Board and the entire Board of Directors unanimously recommend a vote “FOR”
the election of Ms. Rose Peabody Lynch and Messrs. Edward R. Rosenfeld, John L. Madden, Peter Migliorini, Richard P. Randall,
Ravi Sachdev, Thomas H. Schwartz and Robert Smith.
CORPORATE
GOVERNANCE
The Board of Directors
Our
business is managed under the direction and oversight of the Board of Directors who are elected by the Company’s 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, as well as through communicating with our Chairman and Chief Executive Officer, other officers and employees
of the Company and by consulting with our independent registered public accounting firm and other third parties.
As
noted below, our Board is currently comprised of six independent and two non-independent directors.
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: Ms. Lynch and Messrs. Migliorini, Randall, Sachdev, Schwartz
and Smith. If the eight nominees set forth above are elected, the Board will be comprised of a majority of independent directors.
The Board of Directors has held regularly scheduled executive sessions for the independent directors, with Peter Migliorini serving
as Presiding Director of such executive sessions.
Director Attendance at
Meetings
Attendance
at Annual Meetings of Stockholders
The
Company has no specific policy regarding director attendance at its annual meetings of stockholders. The Company encourages all
of its directors to attend annual meetings of the Company’s stockholders and two directors attended the Company’s
2014 annual meeting of stockholders.
Attendance
at Meetings of the Board of Directors
The
Board of Directors held four regularly scheduled meetings, one of which was not attended by Mr. Madden and one of which was not
attended by Ms. Lynch and Mr. Smith since they were not directors at the time of the meeting. The Board held two special meetings
during the 2014 Fiscal Year, one of which was not attended by Mr. Sachdev. The Board acted by unanimous written consent on four
occasions during the 2014 Fiscal Year. In 2014, each director attended at least 75% of the aggregate number of Board meetings,
and each director attended at least 75% of the aggregate number of meetings held by all committees on which he or she then served.
Director Election (Majority
Voting) Policy
The
Company has adopted a Director Election (Majority Voting) Policy. Pursuant to this policy, in an uncontested election of directors
(that is, an election where the number of nominees is equal to the number of seats open) any nominee for director who receives
a greater number of “WITHHOLD” votes than “FOR” votes for his or her election must promptly submit an
offer of resignation to the Nominating/Corporate Governance Committee following the certification of the stockholder vote for
consideration in accordance with the following procedures.
In
such event, upon receipt of the resignation, the Nominating/Corporate Governance Committee would promptly consider the appropriateness
of the director’s continued service on the Board of Directors and recommend to the Qualified Independent Directors (as defined
below) the action to be taken with respect to the resignation, which could include (1) accepting the resignation; (2) rejecting
the resignation; (3) retaining the director but addressing what the Qualified Independent Directors believe to be the underlying
cause of the “WITHHOLD” votes; or (4) determining that the director will not be renominated by the Board of Directors
in future elections. The Nominating/Corporate Governance Committee would consider factors such as (a) the reasons expressed
by the stockholders for withholding votes from such director; (b) any possibilities for curing the underlying cause of the
“WITHHOLD” votes; (c) the tenure and qualifications of the director and his or her past and expected future contributions
to the Company; (d) the overall composition of the Board of Directors, including, without limitation, whether accepting the
resignation would cause the Company to fail to meet any applicable SEC or Nasdaq requirement; (e) the availability of other qualified
candidates; and (f) the Company’s Board of Director Candidate Guidelines.
The
Qualified Independent Directors would then act on the Nominating/Corporate Governance Committee’s recommendation no later
than 90 days following the date of the stockholders’ meeting at which the director election occurred. In considering the
Nominating/Corporate Governance Committee’s recommendation, the Qualified Independent Directors would review the factors
considered by the Nominating/Corporate Governance Committee and such additional information and factors that they believe to be
relevant. Following the Qualified Independent Directors’ decision, the Company would promptly disclose the decision in a
Current Report on Form 8-K. The Form 8-K would include a full explanation of the process by which the decision of the Qualified
Independent Directors was reached and, if applicable, the reasons why the offer of resignation was rejected.
In
the event that an offer of resignation were to be accepted, the Nominating/Corporate Governance Committee would recommend to the
Board of Directors whether to fill the vacancy or reduce the size of the Board of Directors accordingly. Any director required
to submit his or her resignation pursuant to this policy would not participate in the Nominating/Corporate Governance Committee’s
recommendation or the Qualified Independent Directors’ consideration of the resignation but, prior to voting on the director’s
resignation offer, the Qualified Independent Directors would provide to the director an opportunity to submit any information
or statement that he believes relevant to the Qualified Independent Directors’ consideration of the resignation.
For
purposes of this policy, “Qualified Independent Directors” means all directors who (1) are “independent”
for purposes of The Nasdaq Global Select Market listing standards and (2) are not required to offer their resignation in accordance
with this policy. If there are fewer than three independent directors then serving on the Board of Directors who are not required
to submit their resignations in accordance with this policy, then the Qualified Independent Directors shall consist of all of
the independent directors and each independent director who is required to offer his or her resignation in accordance with this
policy shall recuse himself or herself from the deliberations and voting only with respect to his or her individual offer to resign.
Committees of the Board
Among
other committees, the Board of Directors has a standing Audit Committee, Compensation Committee and Nominating/Corporate Governance
Committee. Each committee has a written charter. The table below provides current membership for each Board committee.
Committees
of the Board of Directors
Director |
Audit |
Compensation |
Nominating/
Corporate Governance |
| Edward
R. Rosenfeld |
|
|
|
| Rose
Peabody Lynch |
Member |
Member |
|
| John
L. Madden |
|
|
|
| Peter
Migliorini |
Member |
Chair |
Chair |
| Richard
P. Randall |
Chair |
|
Member |
| Ravi
Sachdev |
Member |
|
|
| Thomas
H. Schwartz |
|
Member |
|
| Robert
Smith |
|
Member |
Member |
Number
of meetings in
2014 Fiscal Year |
4 |
1* |
4** |
_______________________
| | *
The Compensation Committee also acted by unanimous written consent on three occasions
during the 2014 Fiscal Year. |
| | **The
Nominating/Corporate Governance Committee also acted by unanimous written consent on
two occasions during the 2014 Fiscal Year. |
Audit
Committee
The
Audit Committee is comprised of directors who are “independent” for purposes of The Nasdaq Global Select Market listing
standards and who meet the independence requirements contained in Securities Exchange Act of 1934, as amended (the “Exchange
Act”) Rule 10A-3(b)(1). The Board has determined that each of Messrs. Randall and Sachdev meets the SEC criteria of an “audit
committee financial expert” as defined in Item 407 of Regulation S-K under the Exchange Act. The Audit Committee is primarily
responsible for reviewing the services performed by the Company’s independent registered public accountants, evaluating
the Company’s accounting policies and its system of internal controls, and reviewing significant financial transactions.
The
Audit Committee is responsible for reviewing and striving to ensure the integrity of the Company’s financial statements
and oversight of our compliance with legal and regulatory requirements and our internal audit function. Among other matters, the
Audit Committee, with management and independent and internal auditors, reviews the adequacy of the Company’s internal accounting
controls that could significantly affect the Company’s financial statements. The Audit Committee is also directly and solely
responsible for the appointment, retention, compensation, oversight and termination of the Company’s independent registered
public accountants. In addition, the Audit Committee functions as the Company’s Qualified Legal Compliance Committee (the
“QLCC”). The purpose of the QLCC is to receive, retain and investigate reports made directly, or otherwise made known,
of evidence of material violations of any United States federal or state law, including any breach of fiduciary duty by the Company,
its officers, directors, employees or agents, and if the QLCC believes appropriate, to recommend courses of action to the Company.
Management
has primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s
system of internal controls. The Company’s independent registered public accountants audit the annual financial statements
prepared by management, express an opinion as to whether those financial statements present fairly the financial position, results
of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States and
discuss with the Audit Committee any issues they believe should be raised with the Audit Committee.
The
Audit Committee is also responsible for the oversight of the Company’s risk management process, which is discussed in the
“Risk Oversight” section below.
In
performing its functions, the Audit Committee meets with management on at least a quarterly basis to review and discuss the annual
audited financial statements, quarterly financial statements and related reports and to consider the adequacy of the Company’s
internal controls and the objectivity of its financial reporting. The Audit Committee discusses these matters with the Company’s
independent registered public accountants and with appropriate Company financial personnel. Meetings are held with the independent
registered public accountants, who have unrestricted access to the Audit Committee. In addition, the Audit Committee reviews the
Company’s financing plans and reports and makes recommendations to the full Board of Directors for approval and to authorize
action. The Board has adopted a written charter setting out the functions the Audit Committee is to perform. A copy of the Audit
Committee Charter is available on the Company’s website at www.stevemadden.com.
Nominating/Corporate
Governance Committee
The
Nominating/Corporate Governance Committee is comprised of directors who are “independent” for purposes of The Nasdaq
Global Select Market listing standards.
The
Nominating/Corporate Governance Committee provides oversight with respect to a wide range of issues relating to the composition
and operation of the Board, including consideration of and recommendations regarding the size and composition of the Board of
Directors and identification of potential candidates to serve as directors. The Nominating/Corporate Governance Committee identifies
candidates to the Board of Directors by introductions from management, members of the Board of Directors, employees of the Company
or other sources, including stockholders that satisfy the Company’s policy regarding stockholder recommended candidates.
The Nominating/Corporate Governance Committee does not evaluate director candidates recommended by stockholders differently than
director candidates recommended by other sources.
Stockholders
wishing to submit recommendations for director nominations for the 2016 Annual Meeting should write to the Corporate Secretary,
Steven Madden, Ltd., 52-16 Barnett Avenue, Long Island City, New York 11104. Any such stockholder must (i) comply with the director
nomination provisions of the Company’s By-Laws, (ii) meet and evidence the minimum eligibility requirements specified in
Exchange Act Rule 14a-8, and (iii) submit, within the same timeframe for submitting a stockholder proposal required by Rule 14a-8:
(1) evidence in accordance with Rule 14a-8 of compliance with the stockholder eligibility requirements, (2) the written consent
of the candidate(s) for nomination as a director, (3) a resume or other written statement of the qualifications of the candidate(s)
for nomination as a director, and (4) all information regarding the candidate(s) and the submitting stockholder that would be
required to be disclosed in a proxy statement filed with the SEC if the candidate(s) were nominated for election to the Board
of Directors.
In
considering candidates for the Board of Directors, the Nominating/Corporate Governance Committee considers the Company’s
Board of Director Candidate Guidelines and Director Election (Majority Voting) Policy, available on the Company’s website
at www.stevemadden.com, the Company’s policy regarding stockholder recommended director candidates, as set forth
above, and all other factors that are deemed appropriate including, but not limited to, the individual’s character, education,
experience, knowledge and skills. While the Nominating/Corporate Governance Committee’s Board of Directors Candidate Guidelines
does not expressly identify diversity as a factor for consideration regarding the evaluation of director candidates, diversity
is among the many factors the Nominating/Corporate Governance Committee considers in the candidate evaluation process. To assess
the effectiveness of the mandate set forth in the Nominating/Corporate Governance Committee’s charter, the Nominating/Corporate
Governance Committee reviews annually with the Board the composition of the Board as a whole and recommends, if necessary, measures
to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required
for the Board as a whole.
In
addition, the Nominating/Corporate Governance Committee develops and recommends corporate governance principles for the Company;
makes recommendations to the Board of Directors in support of such principles; takes a leadership role in the shaping of the corporate
governance of the Company; and oversees the evaluation of the Board of Directors and management. The Nominating/Corporate Governance
Committee operates under a formal charter that governs the Committee’s composition, powers and responsibilities. A copy
of the Nominating/Corporate Governance Committee Charter is available on the Company’s website at www.stevemadden.com.
Compensation
Committee
The
Compensation Committee is comprised of directors who are “independent” for purposes of The Nasdaq Global Select Market
listing standards and applicable tax and securities rules.
The
Compensation Committee is responsible for establishing and overseeing the Company’s compensation and incentive plans and
programs; determining and approving compensation for the Company’s executive officers, including salaries, bonuses, perquisites
and equity awards; reviewing and approving compensation and awards for the Company’s executive officers under the Company’s
compensation and incentive plans and programs; administering the Company’s equity compensation plans; reviewing and approving
a compensation program for independent members of the Board; and assisting the Board in discharging the Board’s responsibilities
relating to management organization, performance, compensation and succession. The Compensation Committee operates under a formal
charter adopted by the Board of Directors that governs its composition, powers and responsibilities. A copy of the Compensation
Committee Charter is available on the Company’s website at www.stevemadden.com.
Board Leadership Structure,
Risk Oversight, Executive Sessions of Non-Employee Directors, and Communications Between Stockholders and the Board
Board
Leadership Structure
As
noted above, our Board is currently comprised of six independent and two non-independent directors.
Mr.
Rosenfeld has served as Chairman of the Board and Chief Executive Officer since August 2008, and has been a member of the Board
since February 2008. The Board has designated one of the independent directors as Presiding Director to preside over executive
sessions. We believe that the number of independent, experienced directors that comprise our Board, along with the independent
oversight of our Presiding Director, benefits the Company and its stockholders.
We
recognize that different board leadership structures may be appropriate for companies in different situations and believe that
no one structure is suitable for all companies. We believe our current Board leadership structure is optimal for the Company because
it demonstrates to our employees, suppliers, customers, and other stakeholders that the Company is under strong leadership, with
a single person setting the tone and having primary responsibility for managing our operations and leading the Board in setting
long-term strategy. Having a single leader for both the Company and the Board eliminates confusion and duplication of efforts,
and provides clear leadership for the Company. We believe the Company, like many U.S. companies, has been well-served by this
leadership structure.
Because
the positions of Chairman of the Board and Chief Executive Officer are held by the same person, the Board believes it is appropriate
for the independent directors to elect one independent director to serve as a Presiding Director. In addition to presiding at
executive sessions of the independent directors, the Presiding Director has various responsibilities including coordinating with
the Chairman of the Board and Chief Executive Officer in establishing agenda and discussion items for Board meetings; retaining
independent advisors on behalf of the Board as the Board may determine to be necessary or appropriate and performing such other
functions as the independent directors may designate from time to time. Mr. Migliorini is currently serving as the Presiding Director.
Our
Board conducts an annual evaluation in order to determine whether it and its committees are functioning effectively. As part of
this annual self-evaluation, the Board evaluates whether the current leadership structure continues to be optimal for the Company
and its stockholders.
Risk
Oversight
Our
Board is responsible for overseeing the Company’s risk management process. The Board focuses on the Company’s general
risk management strategy, the most significant risks facing the Company, and ensures that appropriate risk mitigation strategies
are implemented by management. The Board is also apprised of particular risk management matters in connection with its general
oversight and approval of corporate matters.
The
Board has delegated to the Audit Committee oversight of the Company’s risk management process. Among its duties, the Audit
Committee reviews with management (a) the Company’s policies with respect to risk assessment and management of risks that
may be material to the Company, (b) the Company’s system of disclosure controls and system of internal controls over financial
reporting, and (c) the Company’s compliance with legal and regulatory requirements. The Audit Committee is also responsible
for reviewing major legislative and regulatory developments that could materially impact the Company’s contingent liabilities
and risks. Our other Board committees also consider and address risks as they perform their respective committee responsibilities.
All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise
level risk.
The
Company’s management is responsible for day-to-day risk management. Our risk management and internal audit areas serve as
the primary monitoring and testing function for company-wide policies and procedures, and manage the day-to-day oversight of the
risk management strategy for the ongoing business of the Company. This oversight includes identifying, evaluating, and addressing
potential risks that may exist at the enterprise, strategic, financial, operational, and compliance and reporting levels.
We
believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing
the Company and that our Board leadership structure supports this approach.
Executive
Sessions of Independent Directors
The
Board holds executive sessions of its independent directors generally at each regularly scheduled meeting. The Presiding Director
serves as the chairperson for these executive sessions.
Communications
between Stockholders and the Board
The
Company has adopted a procedure by which stockholders may send communications to one or more members of the Board of Directors
by writing to such director(s) or to the entire Board of Directors in care of the Corporate Secretary, Steven Madden, Ltd., 52-16
Barnett Avenue, Long Island City, New York 11104. The Board has instructed the Corporate Secretary to review all communications
so received and to exercise his discretion not to forward to the Board correspondence that is inappropriate, such as business
solicitations, frivolous communications and advertising, routine business matters (i.e. business inquiries, complaints, or suggestions)
and personal grievances. However, any director may at any time request the Corporate Secretary to forward to such director any
and all communications received by the Corporate Secretary but not forwarded to the directors.
Codes of Business Conduct
and Ethics
The
Company has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers, which is applicable to our
Chief Executive Officer, Chief Financial Officer, controller, principal accounting officer, head of internal audit and other employees
of the Company who are designated from time to time as “senior financial officers” of the Company. In addition, the
individuals who serve on our Board of Directors are subject to a Code of Business Conduct and Ethics for the Board of Directors
and all of the Company’s employees are held accountable for adherence to the Company’s Code of Business Conduct and
Ethics. Each of the Code of Ethics for the Chief Executive Officer and Senior Financial Officers, the Code of Business Conduct
and Ethics for the Board of Directors and the Code of Business Conduct and Ethics (collectively, the “Conduct Code”)
is included as an exhibit to our Annual Report on Form 10-K and are available on the Company’s website at www.stevemadden.com
and, in addition, may be obtained by any stockholder without charge upon request by writing to the Corporate Secretary, Steven
Madden, Ltd., 52-16 Barnett Avenue, Long Island City, New York 11104. The Conduct Code is intended to establish standards necessary
to deter wrongdoing and to promote compliance with applicable governmental laws, rules and regulations and honest and ethical
conduct. The Conduct Code covers all areas of professional conduct, including conflicts of interest, fair dealing, financial reporting
and disclosure, protection of Company assets and confidentiality. Employees have an obligation to promptly report any known or
suspected violation of the Conduct Code without fear of retaliation. Waiver of any provision of the Conduct Code for executive
officers and directors may only be granted by the Board of Directors or one of its committees and any such waiver or modification
of the Conduct Code relating to such individuals will be disclosed by the Company.
Corporate Governance
Guidelines
The
Board of Directors has adopted Corporate Governance Guidelines as a set of guiding principles by which the Company is governed.
Various matters of corporate governance are addressed in the Corporate Governance Guidelines, such as board size and composition,
director qualifications and responsibilities, director compensation, limitations on service on other boards, board committees,
director orientation and education, director access to management, management development and succession planning and annual performance
evaluations for the Board. The Corporate Governance Guidelines also include a clawback of executive incentive compensation paid
to senior executive officers in the event of an accounting restatement by the Company due to intentional misconduct of an executive
officer.
The
Nominating/Corporate Governance Committee reviews the Corporate Governance Guidelines annually to determine whether to recommend
changes to the Corporate Governance Guidelines to reflect new laws, rules and regulations and developing governance practices.
A copy of the Corporate Governance Guidelines is available on the Company’s website at www.stevemadden.com and may
also be obtained by any stockholder without charge upon request by writing to the Corporate Secretary, Steven Madden, Ltd., 52-16
Barnett Avenue, Long Island City, New York 11104.
Stock Ownership Guidelines
The
Board of Directors has recently adopted Stock Ownership Guidelines, which require a level of ownership of shares of our Common
Stock by our directors and executive officers in order to align their interests with those of our stockholders. The Stock Ownership
Guidelines require our Chief Executive Officer to own shares of our Common Stock equal in value to five times his annual base
salary. Other executive officers of the Company are required to own shares of our Common Stock equal in value to two times their
annual base salary. The Stock Ownership Guidelines further require that non-employee directors of the Company must own shares
of our Common Stock equal in value to five times the cash portion of the directors’ annual retainer or the equivalent if
a retainer is not received in certain circumstances. Individuals subject to the Stock Ownership Guidelines must attain the required
level of share ownership by the fifth anniversary of the later of the Stock Ownership Guidelines’ adoption date and the
date that the individual became an executive officer or director and must retain an amount equal to 25% of the net shares of our
Common Stock received as a result of the exercise, vesting or payment of any equity award made by the Company until the share
ownership requirement is satisfied.
Prohibition on Hedging
and Pledging of Our Common Stock
Our
directors and executive officers are prohibited from entering into hedging transactions and from pledging our Common Stock pursuant
to a formal policy concerning such activities recently adopted by the Board of Directors. The Board of Directors has waived
compliance with the Company’s anti-pledging policy as to Board member, Richard Randall, with respect to a pre-existing pledge
of shares of the Company’s Common Stock owned by Mr. Randall and pledged as collateral security for a margin brokerage account
and have provided Mr. Randall with a grace period through December 31, 2015 in which to gain compliance.
Corporate Social Responsibility
Policy
The
Company is committed to operating its business in a socially responsible manner. We strive to incorporate this commitment into
every aspect of our business, including the design of our products, the quality, safety and sourcing of our products, the safety
and fair treatment of our employees, animal welfare and compliance with laws, including the Foreign Corrupt Practices Act and
the SEC’s Conflict Minerals rule. These guiding principles are set forth in our Corporate Social Responsibility Policy and
we expect all of our employees to be familiar with and to adhere to them. We strive to do business with vendors and suppliers
that share our views and commitments to quality products and ethical business principles. We will only engage vendors and suppliers
that demonstrate a commitment to meeting our standards.
Certain Relationships
and Related Party Transactions
JLM
Consultants, Inc., a company wholly-owned by John L. Madden. Since 2004, the Company has engaged JLM Consultants, Inc.,
a company wholly-owned by John L. Madden, a member of the Board and the brother of Steven Madden, the Company’s founder
and Creative and Design Chief, to provide consulting services to the Company with respect to the development of international
sales of the Company. On February 23, 2012, the Company entered into a consulting agreement (the “JLM Consulting Agreement”)
with JLM Consultants, Inc. to replace a prior consulting agreement. The JLM Consulting Agreement expired by its terms on December
31, 2014, but Mr. Madden continues to provide consulting services to the Company and the Company continues to make payments to
JLM Consultants, Inc. consistent with those that would have been required under the expired consulting agreement. In accordance
with the terms of the JLM Consulting Agreement, for the 2014 Fiscal Year, JLM Consultants, Inc. received the following compensation
from the Company for services rendered: (a) a commission equal to 1% of net sales, excluding retail royalty income; (b) a commission
equal to 10% of retail royalty income; (c) 1% of any commission income to the International division that is not recognized in
net sales; (d) a monthly draw in the amount of $25,000, which amount is offset against commissions earned; (e) a $1,000 per month
travel allowance; and (f) monthly reimbursements, in the aggregate amount of $59,888 in the 2014 Fiscal Year, for health insurance
premiums for John L. Madden. Pursuant to this arrangement, JLM Consultants, Inc. received a total of $1,240,375 from the Company
in the 2014 Fiscal Year.
Pursuant
to the JLM Consulting Agreement, on January 2, 2013, the Company issued 72,012 restricted shares of the Company’s Common
Stock to JLM Consultants, Inc. under the Steven Madden, Ltd. 2006 Stock Incentive Plan, as amended (the “2006 Plan”),
which shares will vest in twelve substantially equal quarterly installments over a three-year period commencing on April 1, 2013
and continuing to vest quarterly thereafter until the final installment vests on January 1, 2016.
Steven
Madden Employment Agreement. Effective as of July 1, 2005, the Company amended and restated its employment agreement with
the Company’s founder and Creative and Design Chief, Steven Madden, pursuant to which Mr. Madden agreed to continue to serve
as the Company’s Creative and Design Chief. The term of Mr. Madden’s employment under his employment agreement commenced
on July 1, 2005 and, in accordance with the amendment of the agreement effective December 31, 2011, will end on December 31, 2023.
Prior to this recent amendment, the agreement had provided for an annual salary of $600,000, with a 7% increase of base salary
on a compound basis in each of the third, fifth, seventh and ninth years of the agreement. The agreement had also provided for
an annual cash bonus in an amount equal to at least 2% of the Company’s EBITDA (the “Annual Bonus”) and an annual
cash bonus in relation to “new business” (as defined in the agreement) in an amount equal to at least (i) 2.5% of
new business gross direct revenues plus (ii) 10% of all license or other fee income above $2,000,000 (the “New Business
Bonus”). The agreement, as amended, increases Mr. Madden’s annual base salary but eliminates the Annual Bonus and
the New Business Bonus and provides that all cash bonuses subsequent to the fiscal year ended December 31, 2011 will be at the
sole discretion of the Company’s Board of Directors. Under the agreement, as amended, Mr. Madden’s annual base salary
was fixed at $5,416,667 in 2012, $7,416,667 in 2013, $9,666,667 in 2014, $11,916,667 in 2015 and $10,697,917 in 2016 and in each
year thereafter through the end of the term of employment. In addition, the amended agreement entitles Mr. Madden to an annual
life insurance premium reimbursement of up to $200,000. The amendment also eliminates an annual non-accountable expense allowance
of $200,000 that had been previously provided to Mr. Madden under the agreement. Pursuant to the amended agreement, on February
8, 2012, Mr. Madden was granted 1,463,056 restricted shares of Common Stock (the number of shares indicated having been adjusted
for an October 1, 2013 three-for-two stock split effected as a stock dividend), valued at approximately $40 million, under the
2006 Plan. The restricted Common Stock will vest in equal annual installments over seven years commencing on December 31, 2017
through December 31, 2023, subject to Mr. Madden’s continued employment with the Company on each such vesting date.
On
June 30, 2012, pursuant to an election right granted to him under the agreement, as amended, Mr. Madden notified the Company of
his election to receive an additional restricted stock award valued at $40 million in consideration of a reduction in his annual
base salary in years subsequent to 2012. Accordingly, on July 3, 2012, Mr. Madden was issued 1,893,342 restricted shares of Common
Stock (the number of shares indicated having been adjusted for an October 1, 2013 three-for-two stock split effected as a stock
dividend) under the 2006 Plan. The restricted Common Stock will vest in equal annual installments over six years commencing on
December 31, 2018 through December 31, 2023, subject to Mr. Madden’s continued employment with the Company on each such
vesting date. As a result of his election to receive an additional restricted stock award, Mr. Madden’s annual base salary
for years subsequent to 2012 has been reduced as follows: $4,000,000 in 2013, $6,125,000 in 2014, $8,250,000 in 2015 and $7,026,042
in 2016 and in each year thereafter through the end of the term of employment.
Mr.
Madden is also eligible to receive annually, on or about the date of the Company’s annual meeting of stockholders (but not
later than June 30th), an option grant (the “Annual Option”) to purchase a number of shares of Common Stock,
with such number to be equal to the greater of (a) 100% of the largest aggregate number of shares of Common Stock available upon
the exercise of an option or options granted to any other continuing full-time employee of the Company during the preceding twelve-month
period and (b) 100,000 shares of Common Stock; provided, however, that a grant to Mr. Madden in excess of 150% of the number of
shares of Common Stock subject to options granted to such other continuing full-time employee would require stockholder approval.
Any Annual Option granted to Mr. Madden would vest quarterly over a one-year period following the grant date and would be exercisable
at a price equal to the closing price of the Company’s Common Stock on the grant date for a period of five years following
the grant date. In addition to the Annual Option, the agreement, as amended, provides for a potential additional one-time stock
option grant to purchase 750,000 shares of the Company’s Common Stock (the number of shares subject to this potential stock
option award having been adjusted for an October 1, 2013 three-for-two stock split effected as a stock dividend) in the event
that the Company achieves earnings per share, on a fully-diluted basis, equal to $3.00 in any fiscal year ending December 31,
2015 or after. If granted, the option would vest in equal annual installments of 20% over a five-year period and be exercisable
for a period of seven years at a price equal to the closing price of the Company’s Common Stock on the date immediately
preceding the grant date.
In
the event of Mr. Madden’s death, his employment agreement provides for the payment to Mr. Madden’s estate of his base
salary for the 12-month period immediately subsequent to the date of his death. Further, in the event that Mr. Madden’s
employment agreement is terminated due to Mr. Madden’s total disability (as defined in the agreement), “for cause”
(as defined in the agreement) or due to Mr. Madden’s resignation, the Company is obligated to pay Mr. Madden the amount
of compensation that is accrued and unpaid through the date of termination. In the event Mr. Madden’s employment agreement
is terminated for any reason (other than “for cause” or due to his death, total disability or resignation), the Company
is obligated to pay Mr. Madden, in installments, the balance of his base salary that would have been paid by the Company under
the agreement for the full term of the agreement. If, during the period commencing 120 days prior to a “change of control”
(as defined in the employment agreement) transaction and ending on the first anniversary of a change of control transaction, Mr.
Madden’s employment is terminated by the Company other than for cause or by the resignation of Mr. Madden for “good
reason” (as defined in the employment agreement), or if Mr. Madden resigns for good reason or without good reason within
30 days following a change of control transaction, all unvested options to purchase shares of Common Stock held by Mr. Madden
will vest on the date of termination or resignation and Mr. Madden will be entitled to receive a lump sum cash payment equal to
the amount of compensation that is accrued and unpaid through the date of termination plus $35 million. Mr. Madden’s employment
agreement contains other customary provisions, including provisions regarding expense reimbursement, confidentiality, solicitation
and competition.
For
the 2014 Fiscal Year, Mr. Madden earned $6,125,000 in base salary and received $200,000 for the payment of an annual life insurance
premium. Mr. Madden opted to waive his right to the Annual Option for the 2014 Fiscal Year.
Loan
to Steven Madden. On June 25, 2007, the Company made a loan to Steven Madden, its Creative and Design Chief and a principal
stockholder of the Company, in the amount of $3,000,000, in order for Mr. Madden to satisfy a personal tax obligation resulting
from the exercise of a stock option which was due to expire and to hold the underlying shares of Common Stock. Mr. Madden executed
a promissory note in favor of the Company, which is secured by a pledge of 472,500 shares of the Company’s Common Stock
beneficially owned by Mr. Madden (the number of shares indicated having been adjusted for an October 1, 2013 three-for-two stock
split effected as a stock dividend). There have been successive amendments to the note, the most recent of which occurred on January
3, 2012, at which time the note was amended and restated to extend the maturity date of the obligation to December 31, 2023 and
eliminate the accrual of interest after December 31, 2011. Prior to the most recent amendment, the note had been accruing interest
at the rate of 6% per annum. In addition, the amended and restated note provides that, commencing on December 31, 2014 and annually
on each December 31 thereafter through the maturity date, one-tenth of the principal amount thereof, together with accrued interest,
will be cancelled by the Company provided that Mr. Madden continues to be employed by the Company on each such December 31. Contemporaneously,
the Company will release a number of pledged shares of Common Stock from the pledge generally correlating to the amount of indebtedness
cancelled on such date. As of December 31, 2011, interest in the amount of $1,090,000 had accrued on the principal amount of the
note and, as noted above, interest was eliminated after December 31, 2011. On December 31, 2014, the required one-tenth of the
principal amount of the note, together with accrued interest, was written-off by the Company.
Steven
Madden is the brother of John L. Madden, who has been a director of the Company since 1993.
Review, Approval or Ratification
of Transactions with Related Persons
The
Company’s written Conduct Code and Employee Handbook prohibit all conflicts of interest. Under the Conduct Code, conflicts
of interest occur when private or family interests interfere in any way, or even appear to interfere, with the interests of the
Company. The Company’s prohibition on conflicts of interest under the Conduct Code includes any related person transaction.
Related
person transactions must be approved by the Board, or by a committee of the Board consisting solely of independent directors,
who will approve the transaction only if they determine that it is in the best interests of the Company. In considering the transaction,
the Board or committee will consider all relevant factors, including, as applicable, (i) the Company’s business rationale
for entering into the transaction; (ii) the alternatives to entering into a related person transaction; (iii) whether the transaction
is on terms comparable to those available to third parties or, in the case of employment relationships, to employees generally;
(iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent
such actual or apparent conflicts; and (v) the overall fairness of the transaction to the Company.
The
Company has multiple processes for reporting conflicts of interests, including related person transactions. Under the Conduct
Code, all employees are required to report any actual or apparent conflict of interest, or potential conflict of interest, to
management. The Chief Financial Officer distributes a questionnaire to the Company’s executive officers and management personnel
on a quarterly basis and distributes a questionnaire to the members of the Board of Directors on an annual basis requesting certain
information regarding, among other things, their immediate family members, employment and beneficial ownership interests, which
information is then reviewed for any conflicts of interest under the Conduct Code.
The
Board of Directors, the Audit Committee and the Disclosure Committee, which is comprised of management personnel, discuss the
related party transactions, specifically, and in connection with the regular review processes attendant to the Company’s
periodic filings, including related party transaction disclosures.
If
a director is a party to or in some manner involved in a transaction involving the Company, he or she will be recused from all
discussions and decisions about the transaction. The transaction must be approved in advance whenever practicable, and if not
practicable, must be ratified as promptly as practicable.
COMPENSATION
OF DIRECTORS IN THE 2014 FISCAL YEAR
The
Compensation Committee is responsible for establishing and overseeing all matters pertaining to compensation paid to directors
for service on the Board and its committees.
The
following table sets forth information concerning the compensation of the Company’s non-employee directors in the 2014 Fiscal
Year. Following the table is a discussion of material factors related to the information disclosed in the table.
| Name | |
Fees
Earned or
Paid in
Cash
($) | | |
Stock
Awards
($)(1) | | |
All Other
Compensation
($) | | |
Total
($) | |
| | |
| | |
| | |
| | |
| |
| Rose Peabody Lynch | |
| 62,292 | | |
| 100,012 | (2) | |
| 0 | | |
| 162,304 | |
| John L. Madden | |
| 0 | | |
| 0 | (3) | |
| 1,308,376 | (4) | |
| 1,308,376 | |
| Peter Migliorini | |
| 112,500 | | |
| 100,012 | (5) | |
| 0 | | |
| 212,512 | |
| Richard P. Randall | |
| 112,500 | | |
| 100,012 | (6) | |
| 0 | | |
| 212,512 | |
| Ravi Sachdev | |
| 87,500 | | |
| 100,012 | (7) | |
| 0 | | |
| 187,512 | |
| Thomas H. Schwartz | |
| 85,000 | | |
| 100,012 | (8) | |
| 0 | | |
| 185,012 | |
| Robert Smith | |
| 62,292 | | |
| 100,012 | (9) | |
| 0 | | |
| 162,304 | |
(1) Reflects
the grant date fair value of stock awards calculated in accordance with the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included
in Note I to the Company’s audited financial statements for the fiscal year ended December 31, 2014 included in the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015.
(2) At
December 31, 2014, the aggregate number of shares of restricted Common Stock held by Ms. Lynch was 3,147, and Ms. Lynch had no
options outstanding.
(3) At
December 31, 2014, the aggregate number of shares of restricted Common Stock held by JLM Consultants, Inc., a corporation wholly-owned
by Mr. Madden, was 30,012, and Mr. Madden had no options outstanding.
(4) Includes:
(a) the use of a corporate apartment valued at $68,001 and (b) $1,240,375 in fees, travel and health insurance premium allowance
paid to JLM Consultants, Inc., a company wholly-owned by Mr. John Madden, as consideration for consulting services provided by
JLM Consultants, Inc. with respect to the development of the Company’s international business.
(5) At
December 31, 2014, the aggregate number of shares of restricted Common Stock held by Mr. Migliorini was 3,147, and Mr. Migliorini
had no options outstanding.
(6) At
December 31, 2014, the aggregate number of shares of restricted Common Stock held by Mr. Randall was 3,147, and Mr. Randall had
no options outstanding.
(7) At
December 31, 2014, the aggregate number of shares of restricted Common Stock held by Mr. Sachdev was 3,147, and Mr. Sachdev had
no options outstanding.
(8) At
December 31, 2014, the aggregate number of shares of restricted Common Stock held by Mr. Schwartz was 3,147, and Mr. Schwartz
had no options outstanding.
(9) At
December 31, 2014, the aggregate number of shares of restricted Common Stock held by Mr. Smith was 3,147, and Mr. Smith had no
options outstanding.
_____________________
Directors
who are also employees of the Company are not paid any fees or other remuneration for service on the Board of Directors or any
of its committees. In the 2014 Fiscal Year, each non-employee director, other than John L. Madden, received the following compensation:
(i) a grant of 3,147 shares of restricted Common Stock, vesting on the first anniversary of the grant date, June 12, 2015 and
(ii) $75,000. John L. Madden, who is a non-independent, non-employee director as a result of his ownership of JLM Consultants,
Inc., a provider of consulting services to the Company with respect to international sales, is not paid a fee for his service
on the Board of Directors.
In
the 2014 Fiscal Year, members of the Audit Committee, Nominating/Corporate Governance Committee and Compensation Committee each
received an additional $10,000 for serving on such committees, except that the Chairman of the Audit Committee and the Chairman
of the Compensation Committee received $25,000 instead of $10,000. In addition, in the 2014 Fiscal Year, each of Messrs. Sachdev,
Migliorini and Randall received $2,500 for serving on a special committee formed by the Board to investigate a claim against the
Company. The Company reimburses its directors for any out-of-pocket expenses incurred by them in connection with services provided
in such capacity.
STOCK
OWNERSHIP
Security Ownership of
Certain Beneficial Owners
The
following table sets forth information as of the Record Date (unless otherwise indicated) with respect to the beneficial ownership
of the Common Stock of the Company by each person known by the Company to be the beneficial owner of more than 5% of the outstanding
shares of the Common Stock of the Company. A person is deemed to be a beneficial owner of any securities which that person has
the right to acquire within 60 days.
| Name and
Address of Beneficial Owner | |
Amount
and Nature
of Beneficial
Ownership (1) | | |
Percentage
of Class | |
| | |
| | |
| |
Steven
Madden
c/o
Steven Madden, Ltd.
52-16
Barnett Avenue
Long
Island City, NY 11104 | |
| 6,188,138 | | |
| 9.73 | %(2) |
| | |
| | | |
| | |
BOCAP
Corp.
c/o
Steven Madden, Ltd.
52-16
Barnett Avenue
Long
Island City, NY 11104 | |
| 1,658,062 | | |
| 2.61 | %(3) |
| | |
| | | |
| | |
BlackRock
Inc. 55
East 52nd Street New
York, NY 10022 | |
| 4,951,219 | | |
| 7.79 | %(4) |
| | |
| | | |
| | |
The
Vanguard Group
100
Vanguard Boulevard
Malvern,
Pennsylvania 19355 | |
| 4,144,952 | | |
| 6.52 | %(5) |
| | |
| | | |
| | |
FMR
LLC
245
Summer Street
Boston,
Massachusetts 02210 | |
| 3,467,614 | | |
| 5.45 | %(6) |
| | |
| | | |
| | |
Eagle
Asset Management, Inc.
880
Carillon Parkway
St.
Petersburg, Florida 33716 | |
| 2,310,931 | | |
| 3.63 | %(7) |
| | |
| | | |
| | |
(1) Beneficial
ownership as reported in the table below has been determined in accordance with Item 403 of Regulation S-K and Rule 13d-3 of the
Exchange Act and based upon 63,601,164 shares of Common Stock outstanding (excluding treasury shares) as of the Record Date.
(2) Mr.
Madden’s beneficial ownership includes: (i) 1,658,062 shares of Common Stock held by BOCAP Corp, a corporation wholly-owned
by Mr. Madden; (ii) 3,356,398 shares of restricted Common Stock granted under the 2006 Plan (which restricted stock includes 1,463,056
shares which will vest in equal annual installments over seven years commencing on December 31, 2017 through December 31, 2023
and 1,893,342 shares which will vest in equal annual installments over six years commencing on December 31, 2018 through December
31, 2023, in each case subject to forfeiture pursuant to the terms of the 2006 Plan and of Mr. Madden’s employment agreement);
and (iii) 1,173,678 shares of Common Stock held by Mr. Madden directly. Mr. Madden has pledged to the Company 472,500 shares of
Common Stock beneficially owned by him to secure the repayment of a loan made by the Company to Mr. Madden, which loan is discussed
in the section of this Proxy Statement captioned “Certain Relationships and Related Party Transactions.” Excluded
are 341,215 shares of Common Stock beneficially owned by the Steven H. Madden 2012 Trust, an irrevocable trust established by
Mr. Madden for the benefit of his descendants, the trustee of which is unrelated to Mr. Madden and as to which Mr. Madden does
not, directly or indirectly, have or share voting or investment power; Mr. Madden disclaims beneficial ownership of the shares
of Common Stock beneficially owned by this trust.
(3) BOCAP
Corp is a corporation wholly-owned by Steven Madden.
(4) Based
solely on a Statement on Schedule 13G filed with the SEC on January 26, 2015 by BlackRock, Inc. (“BlackRock”), BlackRock
has sole voting power with respect to 4,823,088 of such shares and sole dispositive power with respect to all such shares.
(5) Based
solely on a Statement on Schedule 13G filed with the SEC on February 11, 2015 by The Vanguard Group (“Vanguard”),
Vanguard has sole voting power with respect to 77,993 of such shares, sole dispositive power with respect to 4,072,009 of such
shares and shared dispositive power with respect to 72,943 of such shares.
(6) Based
solely on a Statement on Schedule 13G filed with the SEC on February 13, 2015 by FMR LLC (“FMR”), FMR has sole voting
power with respect to 822,484 of such shares and sole dispositive power with respect to all such shares.
(7) Based
solely on a Statement on Schedule 13G filed with the SEC on January 14, 2015 by Eagle Asset Management, Inc. (“Eagle”),
Eagle has sole voting and dispositive power with respect to all such shares.
Security Ownership of
Directors and Executive Officers
The
following table sets forth information as of the Record Date (unless otherwise indicated) with respect to the beneficial ownership
of Common Stock held by (a) each current director and nominee; (b) the Chief Executive Officer, the Chief Financial Officer and
the three most highly compensated executive officers of the Company other than the Chief Executive Officer and the Chief Financial
Officer (the “Named Executive Officers”); and (c) all current directors and executive officers as a group. A person
is deemed to be a beneficial owner of any securities which that person has the right to acquire within 60 days. Each director
and executive officer has sole voting power and sole dispositive power with respect to all shares beneficially owned by him or
her.
| Name of Beneficial Owner (1) | |
Amount and Nature
of Beneficial
Ownership (2) | | |
Percentage of
Class | |
| | |
| | |
| |
| Edward R. Rosenfeld | |
| 621,955 | | |
| *% | (3) |
| Arvind Dharia | |
| 148,585 | | |
| *% | (4) |
| Awadhesh Sinha | |
| 69,142 | | |
| *% | (5) |
| Robert Schmertz | |
| 330,694 | | |
| *% | (6) |
| Amelia Newton Varela | |
| 387,190 | | |
| *% | (7) |
| Rose Peabody Lynch | |
| 3,147 | | |
| *% | (8) |
| John L. Madden | |
| 36,012 | | |
| *% | (9) |
| Peter Migliorini | |
| 3,147 | | |
| *% | (10) |
| Richard P. Randall | |
| 30,481 | | |
| *% | (11) |
| Ravi Sachdev | |
| 28,231 | | |
| *% | (12) |
| Thomas H. Schwartz | |
| 14,394 | | |
| *% | (13) |
| Robert Smith | |
| 3,147 | | |
| *% | (14) |
| All Directors and Executive Officers as a Group (12 persons named above) | |
| 1,676,125 | | |
| 2.64% | (15) |
* Indicates beneficial
ownership of less than 1%.
(1) The address for each of
the named individuals below is c/o Steven Madden, Ltd., 52-16 Barnett Avenue, Long Island City, New York 11104.
(2) Beneficial
ownership as reported in the table above has been determined in accordance with Item 403 of Regulation S-K and Rule 13d-3 of the
Exchange Act and based upon 63,601,164 shares of Common Stock outstanding (excluding treasury shares) as of the Record Date.
(3) Mr.
Rosenfeld’s beneficial ownership includes: (i) 337,500 shares of Common Stock that may be acquired through the exercise
of options that are exercisable as of, or will become exercisable within 60 days of, the Record Date; (ii) 163,138 shares of restricted
Common Stock; and (iii) 121,317 shares of Common Stock held by Mr. Rosenfeld.
(4) Mr.
Dharia’s beneficial ownership includes: (i) 23,506 shares of restricted Common Stock; and (ii) 125,079 shares of Common
Stock held by Mr. Dharia.
(5) Mr.
Sinha’s beneficial ownership includes: (i) 29,930 shares of restricted Common Stock; and (ii) 39,212 shares of Common Stock
held by Mr. Sinha.
(6) Mr.
Schmertz’s beneficial ownership includes: (i) 65,970 shares of restricted Common Stock; and (ii) 264,724 shares of Common
Stock held by Mr. Schmertz.
(7) Ms.
Varela’s beneficial ownership includes: (i) 324,534 shares of Common Stock that may be acquired through the exercise of
options that are exercisable as of, or will become exercisable within 60 days of, the Record Date; (ii) 43,308 shares of restricted
Common Stock; and (iii) 19,348 shares of Common Stock held by Ms. Varela.
(8) Ms.
Lynch’s beneficial ownership consists of 3,147 shares of restricted Common Stock.
(9) Mr.
Madden’s beneficial ownership includes: (1) 18,012 shares of restricted Common Stock held by JLM Consultants, Inc., a corporation
wholly-owned by Mr. Madden; and (ii) 18,000 shares of Common Stock held by JLM Consultants, Inc.
(10)
Mr. Migliorini’s beneficial ownership consists of 3,147 shares of restricted Common Stock.
(11)
Mr. Randall’s beneficial ownership includes: (i) 3,147 shares of restricted Common Stock; and (ii) 27,334 shares of Common
Stock held by Mr. Randall, all of which shares have been pledged by Mr. Randall as collateral security for a margin brokerage
account as allowed by a temporary waiver to the Company’s prohibition against pledging.
(12)
Mr. Sachdev’s beneficial ownership includes: (i) 3,147 shares of restricted Common Stock; and (ii) 25,084 shares of Common
Stock held by Mr. Sachdev.
(13)
Mr. Schwartz’s beneficial ownership includes: (i) 3,147 shares of restricted Common Stock; and (ii) 11,247 shares of Common
Stock held by Mr. Schwartz.
(14)
Mr. Smith’s beneficial ownership consists of 3,147 shares of restricted Common Stock.
(15) Includes,
in the aggregate, 662,034 shares of Common Stock that may be acquired through the exercise of options that are exercisable as
of, or will become exercisable within 60 days of, the Record Date; (ii) 362,746 shares of restricted Common Stock; and (iii) 651,345
shares of Common Stock held by such beneficial owners.
_________________
Section 16(a) Beneficial
Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires that the Company’s directors and officers, and persons who beneficially own more than
10% of a registered class of the Company’s equity securities, file with the SEC reports of initial ownership of Common Stock
and subsequent changes in that ownership and furnish the Company with copies of all forms they file with the SEC pursuant to Section
16(a) of the Exchange Act. A late report was filed on April 3, 2015 to report sales by JLM Consultants, Inc., a corporation wholly
owned by John L. Madden, of 8,000 shares of Common Stock on August 26, 2014 and 4,000 shares of Common Stock on August 29, 2014.
To the Company’s knowledge, based solely on a review of the copies of the reports furnished to the Company or written representations
received from the Company’s directors, officers and greater than 10% beneficial owners that no other reports were required,
all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied
with during, or in respect of, the 2014 Fiscal Year.
EXECUTIVE
COMPENSATION
Compensation Discussion
and Analysis
Executive
Summary
This
Compensation Discussion and Analysis describes the overall principals and objectives and specific features of our executive compensation
program, primarily focused on the executive compensation program’s application to our Chief Executive Officer and the other
executive officers of the Company included in the Summary Compensation Table, whom we refer to collectively in this Proxy Statement
as the “Named Executive Officers.”
Over
the last ten years our stock price has increased at an annual rate of 24.7%; however, we did experience a stock price reduction
in 2014 as our year-end stock price declined 13%. Our stock price has since rebounded and recouped all of these losses as of mid-March
2015. Our Company faced a number of challenges in 2014, including a tough retail landscape, a lack of significant fashion footwear
trends and, toward the tail end of the year, headwinds from the West Coast port slowdown as well as challenges caused by production
delays on goods from Mexico. For the full year ended December 31, 2014, net sales increased 1.6% to $1.33 billion from $1.31 billion
in the prior year. Net income was $111.9 million, or $1.76 per diluted share, for the year ended December 31, 2014. Net income
in fiscal year 2013 was $132.0 million, or $1.98 per diluted share, including a $1.0 million benefit related to recovery from
a litigation settlement. Excluding this benefit, net income for fiscal 2013 was $131.4 million, or $1.97 per diluted share.
With
the decline in our stock price, overall Named Executive Officer awarded compensation declined in the 2014 Fiscal Year by 35%.
Moreover, over the past two years, Named Executive Officer awarded compensation is up just 8% as compared with a 13% stock price
increase. As our general practice is to award bonuses and grant equity based on Named Executive Officer performance for
the preceding year, we are able to maintain relative alignment between pay and performance.
Compensation
Objectives and Strategy
The
Company’s executive officer compensation program is designed to attract and retain the caliber of officers needed to ensure
the Company’s continued growth and profitability and to reward them for their performance, for the Company’s performance
and for creating longer-term value for our stockholders. The primary objectives of the program are to:
| · | align
rewards with performance that creates stockholder value; |
| · | support
the Company’s strong team orientation; |
| · | encourage
high-potential team players to build a career at the Company; and |
| · | provide
rewards that are cost-efficient, competitive with other similarly-positioned organizations
and fair to employees and stockholders. |
The
Company’s executive compensation programs are approved and administered by the Compensation Committee of the Board of Directors.
Working with management and outside advisors, the Compensation Committee has developed a compensation and benefits strategy that
rewards performance and reinforces a culture that the Compensation Committee believes will drive long-term success.
The
compensation program rewards team accomplishments while promoting individual accountability. The executive officer compensation
program depends in significant measure on Company results, but business unit results and individual accomplishments are also very
important factors in determining each executive’s compensation. The Company has a robust planning and goal-setting process
that is fully integrated into the compensation system, enhancing a strong relationship among individual efforts, Company results
and financial rewards.
A
major portion of total compensation is placed at risk through annual and long-term incentives. As noted below, discretionary bonuses
were paid to the Named Executive Officers. The combination of incentives is designed to balance annual operating objectives and
Company earnings performance with longer-term stockholder value creation.
To
implement its primary objectives, the Company seeks to provide competitive compensation that is commensurate with performance.
The Company targets compensation at the median of the market and calibrates both annual and long-term incentive opportunities
to generate less-than-median awards when goals are not fully achieved and greater-than-median awards when goals are exceeded.
The
Company believes that there is great value to the Company in having a team of long-tenured, seasoned managers and seeks to promote
a long-term commitment from its senior executives. The Company’s team-focused culture and management processes are designed
to foster this commitment. In addition, restricted Common Stock awards granted to Named Executive Officers in the 2014 Fiscal
Year reinforce this long-term orientation with annual vesting over three or five-year periods.
Role
of the Compensation Committee
General.
The Compensation Committee provides overall guidance for the Company’s executive compensation policies and determines
the amounts and elements of compensation for the Company’s executive officers and outside directors. The Compensation Committee
currently consists of four members of the Company’s Board of Directors, Ms. Lynch and Messrs. Peter Migliorini, Thomas Schwartz
and Robert Smith, each of whom is an independent director under Rule 5605 of The Nasdaq Global Select Market listing standards,
a “non-employee director” as defined under the SEC’s rules and an “outside director” as defined
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
When
considering decisions concerning the compensation of executives, other than the Chief Executive Officer, the Compensation Committee
asks for the recommendations of the Chief Executive Officer, including his detailed evaluation of each executive’s performance.
No executive has a role in recommending compensation for outside directors. With respect to the application of the 2006 Plan to
non-employee directors, the Board of Directors functions as the Compensation Committee.
Use
of Outside Advisors. In making its determinations with respect to executive compensation, the Compensation Committee has historically
engaged the services of an independent compensation consulting firm. The Compensation Committee has retained the services of Arthur
J. Gallagher & Co.’s Human Resources & Compensation Consulting Practice (“Gallagher”) since 2005 to
assist with its review of the compensation packages and employment agreements of the Chief Executive Officer and other executive
officers. In 2014, Gallagher worked with the Compensation Committee to assess the reasonableness of discretionary cash bonus payments
and equity grants to Messrs. Rosenfeld, Dharia, Sinha and Schmertz and Ms. Varela based on the Company’s and the individual’s
performance in the fiscal year ended December 31, 2013 and the reasonableness of the terms of new employment agreements for Mr.
Sinha and Ms. Varela as compared with comparable positions in the peer group listed below. Executive compensation for the other
Named Executive Officers was based on prior employment agreements with pay structures and levels guided by Gallagher’s market
studies just prior to the consummation of the agreements. Position-specific market studies were completed at the time of the employment
agreement extension in support of the design of these agreements. The Compensation Committee also consulted Gallagher with respect
to the establishment of a performance-based bonus pool based on a percentage of the Company’s net income in the 2014 Fiscal
Year. Gallagher provides only executive compensation consulting services and works with management only at the behest of the Compensation
Committee.
The
Compensation Committee retains Gallagher directly, although in carrying out assignments, Gallagher also interacts with Company
management, when necessary and appropriate, in order to obtain compensation and performance data for the executives and the Company.
In addition, Gallagher may, in its discretion, seek input and feedback from management regarding its consulting work product for
the Compensation Committee in order to confirm alignment with the Company’s business strategy and identify data questions
or other similar issues, if any, prior to completion of a project for the Compensation Committee.
Independence
of Outside Advisors. The Compensation Committee has the sole authority to retain, terminate, approve the fees and set the
terms of the Company’s relationship with any outside advisors who assist the Committee in carrying out its responsibilities,
and may select or receive advice from any compensation consultant or other advisor only after taking into consideration all factors
relevant to the consultant’s independence from management, including the factors set forth in the Nasdaq’s rules.
Accordingly,
the Compensation Committee reviews annually its relationship with Gallagher to ensure its independence on executive compensation
matters. Prior to selecting and receiving advice from Gallagher with respect to executive compensation in the 2014 Fiscal Year,
the Compensation Committee reviewed the independence of Gallagher and the individual representatives of Gallagher who served as
the committee’s advisors. The Compensation Committee determined that no conflicts of interest exist between the Company
and Gallagher (or any individuals working on the Company’s account on behalf of Gallagher). In reaching such determination,
the Compensation Committee considered, among other things, the following factors: (i) that Gallagher provides no services to the
Company other than the executive compensation consulting services; (ii) the fees paid by us to Gallagher as a percentage of Gallagher’s
total revenue; (iii) the representations by Gallagher as to its policies and procedures that are designed to prevent a conflict
of interest; (iv) any business or personal relationships between the individual representatives of Gallagher who advised
the Compensation Committee and any member of the Compensation Committee; and (v) any business or personal relationships between
our executive officers and Gallagher or the individual representatives of Gallagher.
Consideration
of 2014 Stockholder Say on Pay Vote. At our 2014 Annual Meeting of Stockholders, our stockholders overwhelmingly
approved, on an advisory basis, the compensation of our Named Executive Officers (94% of votes cast). The Compensation Committee
believes this level of stockholder support reflects a very strong endorsement of our compensation policies and decisions. The
Compensation Committee has considered the results of this advisory vote on executive compensation in determining the Company’s
compensation policies and decisions for 2015, and has determined that these policies and decisions are appropriate and in the
best interests of the Company and its stockholders at this time.
Compensation
Structure
Pay
Elements - Overview
The Company
utilizes four main components of compensation:
| |
· |
base salary; |
| |
· |
annual performance-based bonuses; |
| |
· |
long-term equity incentives (consisting of stock options and/or restricted stock); and |
| |
· |
benefits and perquisites. |
Pay
Elements - Details
Base
Salary. The Company paid base salaries to each of the Named Executive Officers to provide them with fixed pay commensurate
with the Named Executive Officer’s role and responsibilities, experience, expertise and individual performance. As more
fully described in the section of this Proxy Statement captioned “Employment Arrangements,” as of December 31, 2014,
the Company had employment agreements with each of the Named Executive Officers. The Compensation Committee, as constituted at
the time the parties entered into the employment agreements or any amendments thereof, reviewed and approved the salary established
in each such agreement or amendment. The Compensation Committee considered each employee’s salary history, value in the
marketplace and performance (including at the Company and previous employment).
The
annual base salary of our Chief Executive Officer, Mr. Rosenfeld, was fixed at $607,754 for the 2014 Fiscal Year under an employment
agreement dated December 31, 2012 that remains in effect until December 31, 2015 and provides for an annual base salary of $638,142
for the fiscal year ending December 31, 2015. The annual base salary of our Chief Operating Officer, Mr. Sinha, was fixed at $600,000
for the 2014 Fiscal Year under an employment agreement dated January 10, 2014 that remains in effect through December 31, 2016,
and provides for an annual base salary of $630,000 and $661,500 for the fiscal years ending December 31, 2015 and 2016, respectively.
Under the employment agreement, as amended, of our Chief Financial Officer, Mr. Dharia’s annual base salary for the 2014
Fiscal Year was $554,719. The employment agreement was extended until December 31, 2017 and amended to provide Mr. Dharia with
an annual base salary of $582,455 for the fiscal year ending December 31, 2015 and for the remainder of the extended term. The
annual base salary of our Brand Director, Mr. Schmertz, was fixed at $725,000 for the 2014 Fiscal Year under an employment agreement
dated January 2, 2013 that expired on December 31, 2014. By virtue of a new employment agreement dated March 9, 2015, the Company
extended Mr. Schmertz’s employment through December 31, 2016 at a fixed salary of $761,250. The annual base salary of our
Executive Vice President - Wholesale, Ms. Varela, was fixed at $500,000 for the 2014 Fiscal Year and for the remainder of the
term of her employment agreement dated January 10, 2014, which remains in effect through December 31, 2016. Please see the section
of this Proxy Statement captioned “Summary Compensation Table” and “Employment Arrangements” for a more
detailed description of their employment agreement and compensation. The 2015 salary increases, if any, for our Named Executive
Officers, as reflected in the following table, are generally consistent with those of other management employees.
| Named Executive Officer | |
2014 Salary | | |
2015 Salary | |
| Edward R. Rosenfeld | |
$ | 607,754 | | |
$ | 638,142 | |
| Arvind Dharia | |
$ | 554,719 | | |
$ | 582,455 | |
| Awadhesh Sinha | |
$ | 600,000 | | |
$ | 630,000 | |
| Robert Schmertz | |
$ | 725,000 | | |
$ | 761,250 | * |
| Amelia Newton Varela | |
$ | 500,000 | | |
$ | 500,000 | |
______________________
*The
salary increase for Mr. Schmertz was effective as of March 9, 2015. See the section of this Proxy Statement captioned “Employment
Arrangements” for a more detailed description of Mr. Schmertz’s employment agreement and compensation.
Annual
Performance-based Bonus - Based on Specific Performance Metrics. Annual performance-based cash bonuses, if any, for Named
Executive Officers are established in their respective employment agreements. The Compensation Committee reviewed and approved
the bonus provisions fixed in each such employment agreement at the time the parties entered into such agreements and any amendments
thereof. Such bonus provisions generally provide for variable or discretionary bonuses designed to reward attainment of business
goals.
Commencing
with the 2014 Fiscal Year, Mr. Sinha’s employment agreement entitles him to an annual performance-based bonus for each fiscal
year in an amount equal to 2% of the increase in the Company’s EBITDA for that year over the Company’s EBITDA for
the immediately preceding year, excluding from such bonus calculation EBITDA attributable to any business acquired after January
10, 2014 until the next fiscal quarter following the date of the acquisition, up to a maximum annual bonus of $600,000, the first
$300,000 of which will be payable in cash and for any amount of the annual bonus in excess of $300,000 by a grant of restricted
shares of the Company’s common stock, which restricted common stock will vest in three equal annual installments commencing
on the first anniversary of the grant date. This performance-based bonus was not achieved with respect to the 2014 Fiscal Year.
Under
Ms. Varela’s employment agreement, she is entitled to an annual performance-based cash bonus for each of the 2014 Fiscal
Year and the fiscal years ending December 31, 2015 and 2016 in an amount equal to 2% of the increase, if any, in Wholesale Division
EBIT for each such year over the Wholesale Division EBIT for the immediately preceding year, excluding from such bonus calculation
EBIT attributable to any business acquired after January 10, 2014 until the acquired business has been owned by the Company for
two full calendar years. This performance-based bonus was not achieved with respect to the 2014 Fiscal Year.
As
provided in the 2006 Plan, the maximum payment that may be made to an individual under any performance-based cash award during
any fiscal year and subject to the attainment of specified performance goals is $10,000,000. The Compensation Committee may, in
it sole discretion, elect to pay an individual an amount that is less than the individual’s target award regardless of the
degree of attainment of the performance goals.
For
the 2014 Fiscal Year, the Compensation Committee established a bonus pool for Named Executive Officers and other key executives
of the Company based on 6% of net income of the Company achieved in the 2014 Fiscal Year intended to comply with the provisions
of Section 162(m) of the Code. Net income was selected because it is highly correlated with stock price performance. The Compensation
Committee also fixed for each executive his or her maximum share of the 2014 bonus pool, which was 30% for Mr. Rosenfeld and 14%
for each of the other Named Executive Officers. In the 2014 Fiscal Year, the Company achieved net income of $111,880,000, which
resulted in a bonus pool of $6,712,800. The Compensation Committee determined to pay to the Named Executive Officers bonuses that
were significantly below their individual target awards for the 2014 Fiscal Year and to pay the bonuses exclusively in restricted
shares of Common Stock. Accordingly, on March 11, 2015, the Company paid a performance-based bonus in the form of restricted stock
to each Named Executive Officer as indicated in the following table.
| Named Executive Officer | |
2015
Restricted
Stock Grant
Value for
2014
Performance | | |
Number
of
Shares of
Restricted
Stock
Awarded* | | |
Annual
Vesting | |
| Edward R. Rosenfeld | |
$ | 931,500 | | |
| 25,326 | | |
| 5 years | |
| Arvind Dharia | |
$ | 202,500 | | |
| 5,506 | | |
| 4 years | |
| Awadhesh Sinha | |
$ | 202,500 | | |
| 5,506 | | |
| 4 years | |
| Robert Schmertz | |
$ | 450,000 | | |
| 12,235 | | |
| 5 years | |
| Amelia Newton Varela | |
$ | 563,795 | | |
| 15,329 | | |
| 5 years | |
*
In accordance with applicable SEC rules, the Summary Compensation Table included in this Proxy Statement does not report the grant
date fair value of these restricted stock awards because, while earned in 2014, the grants were not made until after the close
of the 2014 Fiscal Year. The 2015 Summary Compensation Table to be included in our proxy statement for our 2016 Annual Meeting
of Stockholders will contain the grant date fair value of these restricted stock awards provided these individuals are named executive
officers in that proxy statement.
The
decision to pay bonuses to the Named Executive Officers in the form of restricted stock was determined at the discretion of the
Compensation Committee, but within the parameters of the bonus pool for Named Executive Officers. The Compensation Committee evaluated
a variety of indicators of the Company’s stock price performance and overall financial performance, including revenue growth
and profitability, and assessed and made subjective judgments as to each of these executive’s individual contribution towards
the Company’s performance in the 2014 Fiscal Year in determining whether to pay bonuses to these executives and establishing
the amounts to be paid. With respect to the determination to award bonuses to Messrs. Dharia, Sinha and Schmertz and Ms. Varela,
the Compensation Committee also considered the recommendations of the Chief Executive Officer, Mr. Rosenfeld.
The
Compensation Committee consulted Gallagher regarding the establishment of the bonus pool and the individual target awards for
the 2014 Fiscal Year to ensure the bonus pool and the individual target awards were within market range for each executive.
Long-term
Equity Incentives. Management and the Compensation Committee believe that equity-based awards are an important factor in aligning
the long-term financial interest of the executive officers and stockholders. The Compensation Committee continually evaluates
the use of equity-based awards and intends to continue to use such awards in the future as part of designing and administering
the Company’s compensation program. Beginning in 2006, the Compensation Committee modified its prior practice of granting
equity incentives solely in the form of stock options with periodic awards of restricted stock in order to grant awards that contain
both substantial incentive and retention characteristics. These awards are designed to provide emphasis on preserving stockholder
value generated in recent years while providing significant incentives for continuing growth in stockholder value.
In
March 2014, the Company made grants of 22,265, 15,118 and 10,995 restricted shares of Common Stock to Mr. Rosenfeld, Ms. Varela
and Mr. Schmertz, respectively, for performance in the fiscal year ended December 31, 2013, each of which restricted stock awards
vests in five equal annual installments. In addition, Mr. Sinha received a restricted stock award of 29,886 shares of Common Stock,
which restricted stock award vests in three equal installments on each of December 15, 2014, December 15, 2015 and December 15,
2016, pursuant to his employment agreement, the terms of which were approved by the Compensation Committee. Gallagher reviewed
the individual grant values relative to market practice. All of the equity awards in the 2014 Fiscal Year were made under the
2006 Plan.
On
February 3, 2014, the Company awarded to Ms. Varela an option, under the Plan, to purchase 100,000 shares of Common Stock at an
exercise price of $32.59. The option has a term of seven years and will vest in four equal annual installments of 25,000 shares
on each anniversary of the date of grant, commencing on February 3, 2015.
The
Committee intends to continue to review the equity mix to achieve the ideal incentive for both performance and retention. With
respect to stock options, the 2006 Plan provides that the exercise price shall be the closing market price per share of the Company’s
Common Stock on the business day immediately preceding the grant date, which is fair market value for purposes of the 2006 Plan.
Other
Benefits and Perquisites. The Company’s executive compensation program also includes other benefits and perquisites.
These benefits and perquisites include annual matching contributions to executive officers’ 401(k) plan accounts, company-paid
medical benefits, automobile allowances and leased automobiles, and life insurance coverage. The Compensation Committee annually
reviews these other benefits and perquisites and makes adjustments as warranted based on competitive practices, the Company’s
performance and the individual’s responsibilities and performance. The Compensation Committee has approved these other benefits
and perquisites as a reasonable component of the Company’s executive officer compensation program. Please see the section
of this Proxy Statement captioned “Summary Compensation Table and, specifically, the column entitled “All Other Compensation”
and the corresponding footnotes.
Pay
Mix
The
Company utilizes the particular elements of compensation described above because the Company believes that it provides a well-proportioned
mix of secure compensation, retention value and at-risk compensation, which produces short-term and long-term performance incentives
and rewards. By following this approach, the Company provides the executives a measure of security in the minimum expected level
of compensation, while motivating the executives to focus on business metrics and other variables within their particular sector
which will increase sales and margins and at the same time lower costs so as to produce a high level of short-term and long-term
performance for the Company and long-term wealth creation for the executives, as well as reducing the risk of recruitment of top
executive talent by competitors. The mix of metrics used for the annual performance bonuses and the Company’s long-term
incentive program likewise provides an appropriate balance between short-term financial performance and long-term stock performance.
For
the Named Executive Officers, the mix of compensation is weighted heavily toward at-risk pay (annual incentives and long-term
incentives). Maintaining this pay mix results fundamentally in a pay-for-performance orientation for the Company’s executives,
which is aligned with the Company’s stated compensation philosophy of providing compensation commensurate with performance.
Pay
Levels and Benchmarking
Pay
levels for executives are determined based on a number of factors, including the individual’s roles and responsibilities
within the Company, the individual’s experience and expertise, the pay levels for peers within the Company, pay levels in
the marketplace for similar positions and performance of the individual and the Company as a whole. The Compensation Committee
is responsible for approving pay levels for the Named Executive Officers. In determining the pay levels, the Compensation Committee
considers all forms of compensation and benefits.
The
Compensation Committee assesses “competitive market” compensation using a number of sources. The primary data source
used in setting competitive market levels for the Named Executive Officers is the information publicly disclosed by a peer group
of the Company, which will be reviewed annually and may change from year to year. For the 2014 Fiscal Year, executive compensation
and compensation design was reviewed in relation to the following peer companies:
| American
Apparel Inc. |
Genesco,
Inc. |
Skechers
U.S.A. Inc. |
| Bebe
Stores, Inc. |
Guess,
Inc. |
Under
Armour, Inc. |
| Brown
Shoe Co. Inc. |
Iconix
Brand Group, Inc. |
Vera
Bradley, Inc. |
| Crocs,
Inc. |
Kate
Spade & Co. |
Weyco
Group, Inc. |
| Deckers
Outdoor Corp. |
Lululemon
Athletica, Inc. |
Wolverine
Worldwide |
| Delta
Apparel, Inc. |
Movado
Group, Inc. |
|
| Perry
Ellis International, Inc. |
Oxford
Industries, Inc. |
|
| G-III
Apparel Group, Ltd. |
Rocky
Brands, Inc. |
|
After
consideration of the data collected on external competitive levels of compensation and internal needs, the Compensation Committee
makes decisions regarding the Named Executive Officer’s target total compensation opportunities based on the need to attract,
motivate and retain an experienced and effective management team. Relative to the competitive market data, the Compensation Committee
generally intends that the base salary and target annual incentive compensation for each Named Executive Officer will be at the
median of the competitive market.
As
noted above, notwithstanding the Company’s overall pay positioning objectives, pay opportunities for specific individuals
vary based on a number of factors such as scope of duties, tenure, institutional knowledge and/or difficulty in recruiting a new
executive. Actual total compensation in a given year will vary above or below the target compensation levels based primarily on
the attainment of operating goals and the creation of stockholder value.
Compensation
Committee Discretion
The
Compensation Committee retains the discretion to decrease all forms of incentive payouts based on significant individual or Company
performance shortfalls, with the exception of any such payouts that are to be made pursuant to contractual commitments, such as
the bonuses that may be paid to Mr. Sinha and Ms. Varela, which are tied to the Company’s EBITDA and EBIT, respectively,
for the preceding year pursuant to their employment agreements. Similarly, the Compensation Committee retains the discretion to
increase payouts and/or consider special awards for significant achievements, including, but not limited to, superior asset management,
investment or strategic accomplishments and/or consummation of acquisitions, divestitures, capital improvements to existing properties,
or sales made by certain of the Company’s divisions.
Risk Assessment
Bonus
payments to executives are based either on the discretion of the Compensation Committee or are tied to growth in various indicators
of financial performance, such as EBITDA and EBIT. Long-term incentives have been granted in the form of stock options and time-vested
restricted stock that generally vest over four or five years. These programs have been in place for several years and have proved
effective in rewarding performance while not encouraging inappropriate risk-taking.
The
Compensation Committee undertook to review and evaluate all of our executive and company-wide compensation plans and programs
to assess whether any aspect of these plans and programs would encourage inappropriate risk-taking by the Company’s executives
and non-executive employees that could have a material adverse effect on the Company and to confirm that the Company has adequate
risk management controls in place to ensure that executive and company-wide compensation is reasonable and achieves its intended
incentive without creating unacceptable risk. Based on such review and evaluation, the Compensation Committee believes there is
no material adverse risk to the Company that is related to our compensation programs for executives and non-executives.
This review
and evaluation of the risks associated with our compensation plans and programs consisted of:
| · | identifying
those business risks that could be material to the Company and identifying our existing
risk management system; |
| · | reviewing
and analyzing our compensation plans and programs to identify plan and program features
that could potentially encourage or introduce excessive or imprudent risk taking of a
material nature; |
| · | identifying
the business risks that our compensation plan and program features could potentially
encourage or create; |
| · | balancing
these business risks against our existing internal control systems designed to manage
and mitigate these business risks; and |
| · | analyzing
whether the unmitigated risks, as a whole, are reasonably likely to have a material adverse
effect on the Company. |
Various
persons were consulted during the course of the assessment, including our executive officers and senior members of our human resources
department. The Compensation Committee engages Gallagher to review our executive and company-wide compensation plans and programs
and provide advice regarding appropriate levels of incentive.
The
Compensation Committee noted several features of our compensation structure that mitigate risk, including, for example:
| · | the
Company utilizes a pay mix that is well balanced between short-term financial performance
and long-term stock performance, comprised 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 stock options and time-vested restricted stock that generally
vest over four or five years; |
| · | 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 plans and programs and target executive and non-executive
compensation within the normal limits of the competitive market; and |
| · | the
Compensation Committee provides oversight of the Company’s compensation plans and
programs and compensation philosophy, makes recommendations to the Board with respect
to improvements to our compensation plans and programs, and is responsible for reviewing
and approving executive compensation and administering and awarding incentive, deferred
and equity compensation to our senior executives. |
In light
of the assessment described above, it was concluded that the risks associated with our compensation plans and programs (executive
and company-wide) are not reasonably likely to have a material adverse effect on the Company.
Implications
of Tax and Accounting Matters
As
a general matter, the Compensation Committee considers the various tax and accounting implications of compensation vehicles employed
by the Company. While the Compensation Committee reviews and considers both the accounting and tax effects of various components
of compensation, these effects are not a significant factor in the Compensation Committee’s allocation of compensation among
the different components.
In
general, the Company believes that compensation paid to executive officers should be deductible for U.S. tax purposes. In certain
instances, however, the Compensation Committee also believes that it is in the Company’s best interests, and that of its
stockholders, to have the flexibility to pay compensation that is not deductible under the limitations of Section 162(m) of the
Code in order to provide a compensation package consistent with the Company’s objectives. For Fiscal Year 2014, the Compensation
Committee believes incentive compensation paid and awarded will not be subject to the limitations of Section 162(m).
As
more fully described below under the heading “Termination, Change-in-Control and Non-Competition/Non-Solicitation,”
all of our Named Executive Officers are entitled to receive certain compensation in the event of a termination of employment in
connection with a change-in-control event for the Company, which payments may trigger the application of the “golden parachute”
provisions of Sections 280G and 4999 of the Code. Section 280G of the Code disallows a tax deduction with respect to excess parachute
payments to certain executives of companies that undergo a change-in-control. In addition, Section 4999 of the Code imposes a
20% excise tax on the individual receiving the excess parachute payment. Excess parachute payments are golden parachute payments
that exceed an amount determined under Section 280G based on the executive’s prior compensation. In approving the compensation
arrangements of our Named Executive Officers, our Compensation Committee considers all elements of the cost to our Company of
providing such compensation, including the potential impact of Sections 280G and 4999, which, under certain circumstances, may
limit the deductibility to the Company of executive compensation. However, our Compensation Committee may determine, in its judgment,
to authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of
excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.
Conclusion
The
level and mix of compensation that is finally decided upon as to each executive is considered within the context of both the objective
data from the Company’s competitive assessment of compensation and performance, as well as discussion of the subjective
factors as outlined above. The Compensation Committee believes that each of the compensation packages for the Named Executive
Officers is within the competitive range of practices when compared to the objective comparative data even where subjective factors
have influenced the compensation decisions.
Compensation Committee
Interlocks and Insider Participation
During
the 2014 Fiscal Year, the following directors served on the Compensation Committee: Peter Migliorini (Chairman), Thomas H. Schwartz,
Rose Peabody Lynch and Robert Smith. During the 2014 Fiscal Year:
| · | none of the members of the
Compensation Committee was an officer (or former officer) or employee of the Company or any of its subsidiaries; |
| · | none of the members of the
Compensation Committee had a direct or indirect material interest in any transaction in which the Company was a participant and
the amount involved exceeded $120,000; |
| · | none of the Company’s
executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire
board of directors) of another entity where one of that entity’s executive officers served on the Company’s Compensation
Committee; |
| · | none of the Company’s
executive officers was a director of another entity where one of that entity’s executive officers served on the Company’s
Compensation Committee; and |
| · | none of the Company’s
executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire
board of directors) of another entity where one of that entity’s executive officers served as a director on the Company’s
Board of Directors. |
Executive Officers
The following
table identifies the executive officers of the Company, and their ages and positions:
| |
|
|
|
|
| Name |
|
Age |
|
Position |
| |
|
|
|
|
| Edward R. Rosenfeld |
|
39 |
|
Chairman of the Board
and Chief Executive Officer |
| Arvind Dharia |
|
65 |
|
Chief Financial Officer
and Secretary |
| Awadhesh Sinha |
|
69 |
|
Chief Operating Officer |
| Robert Schmertz |
|
51 |
|
Brand Director |
| Amelia Newton Varela |
|
43 |
|
Executive Vice President of Wholesale |
| |
|
|
|
|
Arvind
Dharia has been the Chief Financial Officer of the Company since October 1992 and was a director of the Company from December
1993 through May 2004. Mr. Dharia has been Secretary of the Company since 1993. From December 1988 until joining the Company in
September 1992, Mr. Dharia was Assistant Controller of Millennium III Real Estate Corp., a real estate management company.
Awadhesh
Sinha became the Chief Operating Officer of the Company in July 2005. Mr. Sinha was a director of the Company, from October 2002
to July 2005, before joining the Company as its Chief Operating Officer. Mr. Sinha was the Chief Operating Officer and Chief Financial
Officer of WEAR ME Apparel Inc., a company that designs, manufactures and markets branded and non-branded children’s clothing,
from 2003 to July 2005. Prior to that, Mr. Sinha worked for Salant Corporation, a company that designs, manufactures and markets
men’s clothing, for 22 years, and held the position of Chief Operating Officer and Chief Financial Officer of Salant Corporation
from 1998 to 2003.
Robert
Schmertz has been the Brand Director since January 2006. Mr. Schmertz served as President of Steve Madden Women’s Wholesale
Division and Brand Manager from September 2001 through January 2006. Additionally, Mr. Schmertz served as President of Shoe Biz,
Inc., formerly a wholly owned subsidiary of Steven Madden Retail, Inc., from May 1998 through August 2001. Before joining the
Company, Mr. Schmertz was President of Daniel Scott Inc. from November 1995 to May 1998. Previously, Mr. Schmertz was the East
Coast Sales Manager for Impo International from January 1993 through November 1995. From April 1990 to December 1992, Mr. Schmertz
served as a sales representative for Espirit de Corp. based in San Francisco, California.
Amelia
Newton Varela has been Executive Vice President of Wholesale since April 2008. Ms. Varela was Executive Vice President of Wholesale
Sales from November 2004 to April 2008. Previously, she was Vice President of Sales for Steve Madden Women’s Wholesale Division
from January 2000. Prior to that, she was Account Executive for Steve Madden Women’s Wholesale Division from 1998. Before
joining the Company, Ms. Varela was the sales assistant to the Executive Vice President of Sales for Merrin Financial. She graduated
from The Fashion Institute of Technology in 1995.
Please
see the section of this Proxy Statement captioned “Proposal One: Election of Directors -- Biographical Summaries of Nominees
for the Board of Directors” for information concerning the Company’s Chairman of the Board and Chief Executive Officer,
Edward R. Rosenfeld, and the Company’s other director nominees.
SUMMARY
COMPENSATION TABLE
The
following table sets forth the compensation information for the Company’s 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, 2014, 2013 and 2012, respectively. In this Proxy Statement, the Company refers to this
group of people as the Company’s “Named Executive Officers.”
In
accordance with applicable SEC rules, the Summary Compensation Table 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 2014 Fiscal
Year will appear in the Summary Compensation Table to be included in our proxy statement for our 2016 Annual Meeting of Stockholders.
| Name
and Principal Position | |
Fiscal
Year | | |
Salary
($) | | |
Bonus
($) | | |
Stock
Awards
($) (1) | | |
Option
Awards
($)(1) | | |
Non-Equity
Incentive
Plan
Compensation
($) | | |
All Other
Compensation
($) | | |
Total
Compensation
($) | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Edward
R. Rosenfeld | |
| 2014 | | |
| 607,754 | | |
| 0 | | |
| 816,680 | | |
| 0 | | |
| 0 | | |
| 25,800 | (2) | |
| 1,450,234 | |
| Chief
Executive Officer | |
| 2013 | | |
| 577,647 | | |
| 0 | | |
| 5,065,800 | | |
| 0 | | |
| 225,000 | | |
| 21,232 | (3) | |
| 5,889,679 | |
| | |
| 2012 | | |
| 551,250 | | |
| 0 | | |
| 883,400 | | |
| 0 | | |
| 250,000 | | |
| 15,000 | (4) | |
| 1,699,650 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Arvind
Dharia | |
| 2014 | | |
| 554,719 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 107,168 | (5) | |
| 661,887 | |
| Chief
Financial Officer | |
| 2013 | | |
| 554,719 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 225,000 | | |
| 110,444 | (6) | |
| 890,163 | |
| | |
| 2012 | | |
| 554,719 | | |
| 0 | | |
| 623,050 | | |
| 0 | | |
| 250,000 | | |
| 101,685 | (7) | |
| 1,529,454 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Awadhesh
Sinha | |
| 2014 | | |
| 600,000 | | |
| 0 | | |
| 999,986 | | |
| 0 | | |
| 0 | | |
| 23,311 | (8) | |
| 1,623,297 | |
| Chief
Operating Officer | |
| 2013 | | |
| 575,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 225,000 | | |
| 24,760 | (9) | |
| 824,760 | |
| | |
| 2012 | | |
| 575,000 | | |
| 0 | | |
| 331,275 | | |
| 0 | | |
| 250,000 | | |
| 21,317 | (10) | |
| 1,177,592 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Robert
Schmertz | |
| 2014 | | |
| 725,000 | | |
| 0 | | |
| 403,297 | | |
| 0 | | |
| 0 | | |
| 26,492 | (11) | |
| 1,154,789 | |
| Brand
Director | |
| 2013 | | |
| 722,250 | | |
| 0 | | |
| 1,201,976 | | |
| 0 | | |
| 100,000 | | |
| 25,842 | (12) | |
| 2,050,068 | |
| | |
| 2012 | | |
| 660,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 100,000 | | |
| 22,500 | (13) | |
| 782,500 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Amelia
Newton Varela | |
| 2014 | | |
| 500,000 | | |
| 0 | | |
| 554,528 | | |
| 930,000 | | |
| 0 | | |
| 22,800 | (14) | |
| 2,007,328 | |
| Executive
Vice President | |
| 2013 | | |
| 450,000 | | |
| 0 | | |
| 449,900 | | |
| 0 | | |
| 76,000 | (15) | |
| 23,801 | (16) | |
| 999,701 | |
| Of Wholesale | |
| 2012 | | |
| 450,000 | | |
| 0 | | |
| 506,762 | | |
| 0 | | |
| 216,999 | (15) | |
| 22,500 | (17) | |
| 1,196,261 | |
(1) The
amounts in this column reflect the aggregate grant date fair value of awards granted during the applicable year for the fiscal
years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively, calculated in accordance with ASC Topic
718. Assumptions used in the calculation of these amounts are included in Note I to the Company’s audited financial statements
for the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012 included in the Company’s Annual Report
on Form 10-K filed with the Securities and Exchange Commission on February 26, 2015, February 27, 2014 and March 1, 2013, respectively.
(2) Consists
of an $18,000 automobile allowance and $7,800 in annual matching contributions to Mr. Rosenfeld’s 401(k) plan account.
(3) Consists of a $17,893
automobile allowance and $3,339 in annual matching contributions to Mr. Rosenfeld’s 401(k) plan account.
(4) Consists
of a $15,000 automobile allowance.
(5) Includes
the following: $13,427 automobile allowance, $85,941 life insurance premiums and $7,800 in annual matching contributions to Mr.
Dharia’s 401(k) plan account.
(6) Includes
the following: $11,792 automobile allowance, $87,514 life insurance premiums and $11,138 in annual matching contributions to Mr.
Dharia’s 401(k) plan account.
(7) Includes
the following: $11,381 automobile allowance, $82,804 life insurance premiums and $7,500 in annual matching contributions to Mr.
Dharia’s 401(k) plan account.
(8) Includes
the following: $15,511 automobile allowance and $7,800 in annual matching contributions to Mr. Sinha’s 401(k) plan account.
(9) Includes
the following: $14,183 automobile allowance and $10,577 in annual matching contributions to Mr. Sinha’s 401(k) plan account.
(10)
Includes the following: $13,817 automobile allowance and $7,500 in annual matching contributions to Mr. Sinha’s 401(k) plan
account.)
(11)
Includes the following: $18,692 automobile allowance and $7,800 in annual matching contributions to Mr. Schmertz’s 401(k)
plan account.
(12)
Includes the following: $17,936 automobile allowance and $7,906 in annual matching contributions to Mr. Schmertz’s 401(k)
plan account.
(13)
Includes the following: $15,000 automobile allowance and $7,500 in annual matching contributions to Mr. Schmertz’s 401(k)
plan account.
(14)
Includes the following: $15,000 automobile allowance and $7,800 in annual matching contributions to Ms. Varela’s 401(k)
plan account.
(15)
Represents a non-equity incentive payment made pursuant to a bonus formula in Ms. Varela’s employment agreement. See “Employment
Arrangements.
(16)
Includes the following: $15,051 automobile allowance and $8,750 in annual matching contributions to Ms. Varela’s 401(k)
plan account.
(17) Includes the following:
$15,000 automobile allowance and $7,500 in annual matching contributions to Ms. Varela’s 401(k) plan account.
Employment Arrangements
Edward
R. Rosenfeld. In November 2009, the Company entered into an employment agreement with Mr. Rosenfeld to replace the prior,
expiring employment agreement. Pursuant to the employment agreement Mr. Rosenfeld continued to serve as Chief Executive Officer
and executive Chairman of the Board of Directors of the Company and received a base salary of $551,250 commencing January 1, 2012
until the employment agreement’s expiration on December 31, 2012. The November 2009 employment agreement provided that Mr.
Rosenfeld received a monthly automobile allowance of $1,250 and additional compensation and bonuses, if any, at the absolute discretion
of the Board of Directors. On December 31, 2012, the Company entered into a new employment agreement with Mr. Rosenfeld pursuant
to which Mr. Rosenfeld continues to serve as Chief Executive Officer and executive Chairman of the Board of Directors of the Company
until the agreement expires on December 31, 2015 or is sooner terminated in accordance with its terms. Mr. Rosenfeld’s current
agreement provides for an annual base salary of $578,813, $607,754 and $638,142 for the fiscal years 2013, 2014 and 2015, respectively,
and a monthly automobile allowance of $1,500. The current agreement provides that Mr. Rosenfeld will receive additional compensation
and bonuses, if any, at the absolute discretion of the Board of Directors. Pursuant to the current agreement, on January 2, 2013,
Mr. Rosenfeld was granted 150,000 shares of the Company’s Common Stock (the number of shares indicated having been adjusted
for an October 1, 2013 three-for-two stock split effected as a stock dividend), subject to certain restrictions. These restricted
shares of Common Stock, which were issued under the 2006 Plan, vest in five equal annual installments of 30,000 shares, which
commenced on December 1, 2013.
In
the event of his death, Mr. Rosenfeld’s employment agreement provides for the payment to his estate of his base salary for
the 12-month period immediately subsequent to the date of Mr. Rosenfeld’s death. The agreement also provides that if Mr.
Rosenfeld’s employment agreement is terminated due to his “total disability” (as defined in the agreement),
Mr. Rosenfeld will receive payment of his base salary for the 12-month period immediately subsequent to the date he is determined
to be totally disabled. Mr. Rosenfeld’s employment agreement allows the Company to terminate his employment with “cause”
(as defined in the employment agreement) or without cause. In the event that Mr. Rosenfeld’s employment is terminated by
the Company for cause, the Company will have no further obligations to Mr. Rosenfeld, and Mr. Rosenfeld will be entitled to no
further compensation from the Company, except for pro-rata amounts due to him on the date of his termination. In the event that
Mr. Rosenfeld’s employment is terminated by the Company without cause or by Mr. Rosenfeld’s resignation for “good
reason” (as defined in the employment agreement), Mr. Rosenfeld will be entitled to receive payment of his annual base salary,
payable at regular payroll intervals, from the date of termination of employment through the longer of the remainder of the term
of the agreement or six months.
In
addition, if Mr. Rosenfeld’s employment is terminated by the Company without cause or by the resignation of Mr. Rosenfeld
for good reason during the period commencing 90 days prior to a “change of control” (as defined in the employment
agreement) transaction and ending 180 days following a change of control transaction, Mr. Rosenfeld will receive an amount equal
to three times the average amount of total W-2 compensation actually received by him during the preceding three calendar years
ending on the last previous December 31, except that in lieu of the actual base salary component received during such period,
there shall be substituted the annual base salary to which Mr. Rosenfeld was entitled as of the date of termination or resignation
(the “Change of Control Payment”). However, if the Change of Control Payment (or a portion thereof) is determined
to constitute an “excess parachute payment” under Sections 280G and 4999 of the Code, Mr. Rosenfeld shall be paid
either (i) the Change of Control Payment (which shall be subject to all applicable taxes to be paid by the executive including
the excise tax payable pursuant to Section 4999 and which shall be limited as to deductibility to the Company) or (ii) a reduced
amount, calculated in accordance with Section 280G, that may be paid to the executive without the imposition of an excise tax
under Section 4999 and which shall be fully deductible to the Company, whichever payment yields the greater after-tax benefit
to the executive.
Arvind
Dharia. In January 1998, the Company entered into an employment agreement with Arvind Dharia, which has been amended from
time to time, most recently on February 2, 2015. Pursuant to Mr. Dharia’s amended agreement, Mr. Dharia continues to serve
as the Company’s Chief Financial Officer. The term of Mr. Dharia’s employment under his agreement, as amended, extends
through December 31, 2017, and will be automatically extended for an additional one-year period unless either party timely notifies
the other of its intention not to extend the term. Prior to the most recent amendment of the agreement, Mr. Dharia received an
annual base salary of $554,719 during fiscal years 2012, 2013 and 2014. Commencing January 1, 2015, pursuant to the most recent
amendment of the agreement, Mr. Dharia’s annual base salary increased to and will remain $582,455 for the remaining term
of the agreement. Mr. Dharia received a monthly automobile allowance of $1,400 prior to the most recent amendment of the agreement
and, beginning January 1, 2015, his monthly car allowance increased to $1,600. The agreement provides that the Company will pay
life insurance premiums on Mr. Dharia’s behalf of approximately $80,000 per year. Mr. Dharia’s employment agreement,
as amended, provides for a grant of 15,000 shares of the Company’s Common Stock (the number of shares indicated having been
adjusted for an October 1, 2013 three-for-two stock split effected as a stock dividend), subject to certain restrictions. These
restricted shares of Common Stock were issued to Mr. Dharia on February 8, 2012 under the 2006 Plan and vest in three substantially
equal annual installments, which commenced on February 8, 2013. The most recent amendment of the agreement provides for a grant
of 15,000 shares of the Company’s Common Stock, subject to certain restrictions. These restricted shares of Common Stock
were issued to Mr. Dharia on February 2, 2015 under the 2006 Plan and will vest in five equal annual installments commencing on
February 2, 2016. In addition, the amended agreement provides that Mr. Dharia will receive an annual bonus in such amount, if
any, and at such time or times, as the Board of Directors may determine in its absolute discretion. Subject to availability of
shares under the 2006 Plan, or any other plan designated by the Board of Directors and approved by the Company’s stockholders,
Mr. Dharia is entitled to awards under such plan as may be determined by the Board of Directors, or a committee thereof, from
time to time in its absolute discretion.
The
agreement provides, in the event of Mr. Dharia’s death, for the payment to Mr. Dharia’s estate of his base salary
for the 12-month period immediately subsequent to the date of Mr. Dharia’s death. The agreement also provides that if Mr.
Dharia’s employment agreement is terminated due to his “total disability” (as defined in the agreement), Mr.
Dharia will receive payment of his base salary for the 12-month period immediately subsequent to the date he is determined to
be totally disabled. In the event that Mr. Dharia’s employment agreement is terminated “for cause” (as defined
in the agreement), the Company is obligated to pay Mr. Dharia the amount of compensation that is accrued and unpaid through the
date of termination. In the event that Mr. Dharia’s employment agreement is terminated for any reason (other than “for
cause” or due to his death or total disability), the Company is obligated to pay Mr. Dharia, in two installments, (a) an
amount equal to the product of (x) his base salary on the effective date of such termination plus the bonus paid or payable, if
any, for the fiscal year ended on the December 31st immediately preceding the termination date, multiplied by (y) the number of
years (and fraction of years) remaining in the term; and (b) the amount payable to him, or on his account, for what would have
been the balance of the term of his employment agreement with respect to certain benefits and plans as set forth in his employment
agreement. If the Company decides not to renew the agreement (other than “for cause” or due to his total disability),
then Mr. Dharia will be entitled to receive severance compensation, in cash, in an amount equal to his then-current base salary
for the 90-day period commencing on the expiration of the term.
In
addition, in the event that there is a “change of control” transaction and Mr. Dharia’s employment has been
terminated by the Company other than “for cause” or if Mr. Dharia resigns “for good reason” (as such terms
are defined in the agreement), Mr. Dharia will receive an amount equal to three times the total compensation he was entitled to
receive under the agreement for the preceding 12-month period ending on the last previous December 31, except that in lieu of
the actual base salary component received during such period, there shall be substituted the annual base salary to which Mr. Dharia
was entitled to as of the date of termination or resignation (the “Change of Control Payment”). However, if the Change
of Control Payment (or a portion thereof) is determined to constitute an “excess parachute payment” under Sections
280G and 4999 of the Code, Mr. Dharia will be paid either (i) the Change of Control Payment (which shall be subject to all applicable
taxes to be paid by the executive including the excise tax payable pursuant to Section 4999 and which shall be limited as to deductibility
to the Company) or (ii) a reduced amount, calculated in accordance with Section 280G, that may be paid to the executive without
the imposition of an excise tax under Section 4999 and which shall be fully deductible to the Company, whichever payment yields
the greater after-tax benefit to the executive.
Awadhesh
Sinha. On December 1, 2010, the Company entered into an employment agreement with Mr. Sinha to replace the prior employment
agreement, which was to expire by its terms on December 31, 2010. Pursuant to the December 1, 2010 employment agreement, Mr. Sinha
continued to serve as Chief Operating Officer of the Company for a term that commenced on January 1, 2011 and expired on December
31, 2013, with an annual base salary of $575,000 for the term of the agreement. The December 1, 2010 employment agreement provided
Mr. Sinha with a monthly automobile allowance of $1,750 and obligated the Company to pay term life insurance premiums on his behalf
of approximately $3,500 per year. The agreement also provided for a grant of 78,750 shares of the Company’s Common Stock,
all of which have now vested.
On
January 10, 2014, the Company entered into a new employment agreement with Mr. Sinha pursuant to which Mr. Sinha continues to
serve as Chief Operating Officer of the Company until the agreement expires on December 31, 2016 or is sooner terminated in accordance
with its terms. Mr. Sinha’s current agreement provides for an annual base salary of $600,000, $630,000 and $661,500 for
the years 2014, 2015 and 2016, respectively, a monthly automobile allowance of $1,850 and the payment of term life insurance premiums
on Mr. Sinha’s behalf in the amount of approximately $3,500 per year. On January 15, 2014, pursuant to his current employment
agreement, Mr. Sinha was granted 29,886 shares of Common Stock, subject to certain restrictions. These restricted shares of Common
Stock, which were issued under the 2006 Plan, will vest in three equal annual installments of 9,962 shares, which commenced on
December 15, 2014.
In
addition, Mr. Sinha’s current agreement entitles him to an annual performance-based bonus for each of the fiscal years ended
December 31, 2014, 2015 and 2016 in an amount equal to 2% of the increase in the Company’s EBITDA for each such year over
the Company’s EBITDA for the immediately preceding year, up to a maximum annual bonus of $600,000, the first $300,000 of
which will be payable in cash and for any amount of the annual bonus in excess of $300,000 by a grant of restricted shares of
Common Stock, which restricted shares of Common Stock will vest in three equal annual installments commencing on the first anniversary
of the grant date. This performance-based bonus was not achieved with respect to the 2014 Fiscal Year. Bonuses and other incentive-based
compensation paid to Mr. Sinha are subject to recovery by the Company in the event of a determination that such compensation was
based upon materially inaccurate financial statements.
In
the event of his death, Mr. Sinha’s employment agreement provides for the payment to Mr. Sinha’s estate of his base
salary for the 12-month period immediately subsequent to the date of Mr. Sinha’s death. In addition, in the event of Mr.
Sinha’s “total disability” (as such term is defined in the agreement), the Company is obligated to continue
to pay Mr. Sinha’s base salary for the 12-month period immediately subsequent to the date of determination of such total
disability. In the event Mr. Sinha’s employment agreement is terminated “for cause” (as such terms are defined
in the agreement), or due to Mr. Sinha’s resignation without “good reason” (as such term is defined in the agreement),
the Company is obligated to pay Mr. Sinha the amount of compensation that is accrued and unpaid through the date of termination.
In the event Mr. Sinha’s employment agreement is terminated by the Company without cause or by the resignation of Mr. Sinha
for good reason, Mr. Sinha would be entitled to receive payment of his annual base salary, payable at regular payroll intervals,
from the date of termination of employment through the longer of (i) the remainder of the term or (ii) six months.
In
addition, if Mr. Sinha’s employment is terminated by the Company without cause or if Mr. Sinha resigns for good reason during
the period commencing 120 days prior to a “change of control” (as defined in the agreement) and ending 90 days after
a change of control, Mr. Sinha would be entitled to receive a cash payment within ten days of the date of his termination or resignation
of employment in an amount equal to three times the total W-2 compensation and benefits actually received by him during the preceding
twelve-month period ending on the last previous December 31st, except that, in lieu of the actual base salary compensation
received during such period, there shall be substituted the annual base salary to which Mr. Sinha was entitled to as of the date
of termination or resignation (the “Change of Control Payment”). However, if the Change of Control Payment (or a portion
thereof) is determined to constitute an “excess parachute payment” under Sections 280G and 4999 of the Code, Mr. Sinha
will be paid either (i) the Change of Control Payment (which shall be subject to all applicable taxes to be paid by the executive
including the excise tax payable pursuant to Section 4999 and which shall be limited as to deductibility to the Company) or (ii)
a reduced amount, calculated in accordance with Section 280G, that may be paid to the executive without the imposition of an excise
tax under Section 4999 and which shall be fully deductible to the Company, whichever payment yields the greater after-tax benefit
to the executive.
Robert
Schmertz. In October 2009, the Company entered into an new employment agreement with Mr. Schmertz to replace the prior employment
agreement, which was to expire by its terms on December 31, 2009. Under the October 2009 agreement, Mr. Schmertz continued to
serve as Brand Director of the Company for a term that commenced on October 7, 2009 and expired on December 31, 2012 and received
an annual base salary of $660,000 and a monthly automobile allowance of $1,250 in 2012.
On
January 2, 2013, the Company entered into an employment agreement with Mr. Schmertz to replace the prior, expired agreement, under
which Mr. Schmertz has served as the Company’s Brand Director for a term that commenced on January 1, 2013 and expired on
December 31, 2014. The 2013 agreement provided for an annual base salary of $725,000 and a monthly automobile allowance of $1,500
during the term of the agreement and additional compensation and bonuses, if any, at the absolute discretion of the Board of Directors.
Pursuant to the 2013 agreement, on January 4, 2013, Mr. Schmertz was granted 25,000 shares of the Company’s Common Stock
(the number of shares indicated having been adjusted for an October 1, 2013 three-for-two stock split effected as a stock dividend),
subject to certain restrictions. These restricted shares of Common Stock, which were issued under the 2006 Plan, will vest in
five substantially equal annual installments, which commenced on January 4, 2014.
By
virtue of a new employment agreement dated March 9, 2015, the Company has extended Mr. Schmertz’s employment for a term
commencing March 9, 2015 through December 31, 2016 at an annual base salary of $761,250 and for a monthly car allowance of $1,500.
In addition, pursuant to such employment agreement, on March 20, 2015, Mr. Schmertz was granted 20,000 shares of the Company’s
Common Stock, subject to certain restrictions. These restricted shares of Common Stock, which were issued under the 2006 Plan,
will vest in three substantially equal annual installments, commencing on the third anniversary of the grant date.
In
the event of Mr. Schmertz’s death, the employment agreement provides for the payment to his estate of his base salary for
the 12-month period immediately subsequent to the date of Mr. Schmertz’s death. The agreement also provides that if Mr.
Schmertz’s employment agreement is terminated due to his “total disability” (as defined in the agreement), Mr.
Schmertz will receive payment of his base salary for the 12-month period immediately subsequent to the date he is determined to
be totally disabled. The Company may terminate the employment agreement for “cause” (as defined in the employment
agreement), in which event Mr. Schmertz would be entitled to receive only his accrued and unpaid base salary through the date
of termination. In the event that Mr. Schmertz’s employment is terminated by the Company without cause, he would be entitled
to receive payment of his annual base salary, payable at regular payroll intervals, from the date of termination through the remainder
of the term. In addition, if Mr. Schmertz’s employment is terminated by the Company without cause during the period commencing
30 days prior to a “change of control” (as defined in the employment agreement) transaction and ending 180 days after
a change of control transaction, he would be entitled to receive an amount equal to the lesser of (i) the average amount of total
compensation actually received by him during the preceding three calendar years multiplied by 3 and (ii) the maximum amount that
is tax deductible to the Company under Section 280G of the Code, such amount to be in lieu of and not in addition to any other
payments to which Mr. Schmertz would be entitled in the event of the termination of his employment.
Amelia
Newton Varela. On January 31, 2011, the Company entered into a new employment agreement with Ms. Varela to replace the prior
employment agreement, which expired by its terms on December 31, 2010. Pursuant to the employment agreement, Ms. Varela continued
to serve as the Executive Vice President - Wholesale and received an annual base salary of $450,000 and a monthly automobile allowance
of $1,250 commencing January 1, 2011 until the employment agreement’s expiration on December 31, 2013. Pursuant to the January
31, 2011 employment agreement, Ms. Varela was granted an option to purchase 225,000 shares of the Company’s Common Stock
under the 2006 Plan, at an exercise price of $16.97 per share (the number of shares and exercise price indicated having been adjusted
for three-for-two stock splits effected as a stock dividend, which occurred on May 31, 2011 and October 1, 2013), which option
vested in four equal annual installments of 56,250 all of which installments have vested. The January 31, 2011 employment agreement
also provided an annual performance-based cash bonus to Ms. Varela for each of the fiscal years ended December 31, 2011, 2012
and 2013 in an amount equal to 2% of the increase, if any, in the Wholesale Division EBIT for each such year over the Wholesale
Division EBIT for the immediately preceding year, provided that Wholesale Division EBIT attributable to any business acquired
by the Company after January 31, 2011 would not be included for the purpose of determining Ms. Varela’s bonus until the
acquired business has been owned by the Company for two full calendar years. Ms. Varela received a cash bonus of $76,000, $216,999
and $63,351 for 2013 Wholesale Division EBIT performance, 2012 Wholesale Division EBIT performance and 2011 Wholesale Division
EBIT performance, respectively.
On
January 10, 2014, the Company entered into a new employment agreement with Ms. Varela to replace the prior agreement that expired
on December 31, 2013. Pursuant to the current employment agreement, Ms. Varela continues to serve as the Executive Vice President
- Wholesale of the Company for a term commencing on January 1, 2014 and expiring on December 31, 2016, unless sooner terminated
in accordance with the agreement’s terms. Ms. Varela’s current employment agreement provides for an annual base salary
during the term of $500,000 and a monthly automobile allowance of $1,250. In addition, pursuant to the agreement, on February
3, 2014, Ms. Varela was granted an option to purchase 100,000 shares of the Company’s Common Stock under the 2006 Plan,
at an exercise price of $32.59 per share, which option is exercisable in four equal annual installments of 25,000 on each anniversary
of the date of grant, which commenced on February 3, 2015. The current agreement also entitles Ms. Varela to an annual performance-based
cash bonus for each of the fiscal years ended December 31, 2014, 2015 and 2016 in an amount equal to 2% of the increase, if any,
in the Wholesale Division EBIT for each such year over the Wholesale Division EBIT for the immediately preceding year, provided
that Wholesale Division EBIT attributable to any business acquired by the Company after January 10, 2014 will not be included
for the purpose of determining Ms. Varela’s bonus until the acquired business has been owned by the Company for two full
calendar years. This performance-based bonus was not achieved with respect to the 2014 Fiscal Year.
In
the event that Ms. Varela’s employment agreement is terminated due to Ms. Varela’s “disability” (as defined
in the agreement) or death, the Company is obligated to pay Ms. Varela (or her estate) the amount of accrued and unpaid salary
through the date of termination plus any performance-based cash bonus that has accrued for the year prior to termination and is
unpaid at the time Ms. Varela’s employment is terminated due to her disability or death. The Company may terminate the agreement
for “cause” (as defined in the agreement) and, in such event, Ms. Varela will be entitled only to accrued and unpaid
salary through the date of termination of employment. In the event Ms. Varela’s employment is terminated by the Company
without cause, she would be entitled to receive payment of her annual base salary, payable at regular payroll intervals, from
the date of termination of employment through the remainder of the term plus any performance-based cash bonus that has accrued
but not yet been paid. In the event that Ms. Varela’s employment is terminated by the Company without cause during the period
commencing 30 days prior to a “change of control” (as defined in the agreement) transaction and ending 180 days following
a change of control transaction, she is entitled to receive an amount equal to the lesser of (i) the average amount of total compensation
actually received by her during the preceding three calendar years multiplied by 3 and (ii) the maximum amount that is tax deductible
to the Company under Section 280G of the Code.
GRANTS
OF PLAN-BASED AWARDS IN THE 2014 FISCAL YEAR
The
following table sets forth information concerning awards under the Company’s equity and non-equity incentive plans granted
to each of the Named Executive Officers in the 2014 Fiscal Year, including performance-based awards and those using time-based
vesting. Following the table is a discussion of material factors related to the information disclosed in the table.
| | |
| | |
| | |
| | |
| | |
All Other | | |
All Other | | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
Stock | | |
Option | | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
Awards: | | |
Awards: | | |
| | |
Grant Date | |
| | |
| | |
Estimated future payouts under equity | | |
Number of | | |
Number of | | |
Exercise or | | |
Fair Value | |
| | |
| | incentive plan awards | | |
Shares of | | |
Securities | | |
Base Price | | |
of Stock and | |
| | |
| | |
| | |
| | |
| | |
Stock or | | |
Underlying | | |
of Option | | |
Option | |
| | |
Grant | | |
Threshold | | |
Target | | |
Maximum | | |
Units | | |
Options | | |
Awards | | |
Awards | |
| Name | |
Date | | |
($) | | |
($) | | |
($) | | |
(#) | | |
(#) | | |
($/Sh) | | |
($) | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Edward R. Rosenfeld | |
| 03/17/14 | | |
| — | | |
| 2,376,126 | (1) | |
| — | | |
| 22,265 | | |
| — | | |
| — | | |
| 816,680 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Arvind Dharia | |
| n/a | | |
| — | | |
| 1,108,859 | (1) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Awadhesh Sinha | |
| 01/15/14 | | |
| — | | |
| 1,108,859 | (1) | |
| — | | |
| 29,886 | | |
| — | | |
| — | | |
| 999,986 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Robert Schmertz | |
| 03/17/14 | | |
| — | | |
| 1,108,859 | (1) | |
| — | | |
| 10,995 | | |
| — | | |
| — | | |
| 403,297 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Amelia Newton Varela | |
| 02/03/14 | | |
| — | | |
| 1,108,859 | (1) | |
| — | | |
| — | | |
| 100,000 | | |
| 32.59 | | |
| 930,000 | |
| | |
| 03/17/14 | | |
| — | | |
| | | |
| | | |
| 15,118 | | |
| — | | |
| — | | |
| 554,528 | |
| | |
| n/a | | |
| — | | |
| 76,000 | (2) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
(1) In the 2014
Fiscal Year, the Compensation Committee established a bonus pool for Named Executive Officers and other key executives of the
Company based on 6% of net income of the Company achieved in the 2014 Fiscal Year and also fixed each executive’s maximum
share of the 2014 bonus pool, which was 30% for Mr. Rosenfeld and 14% for each of the other Named Executive Officers. Since the
bonus pool was established as a percentage of the Company’s 2014 Fiscal Year net income, it would not be possible to determine
the amount of these potential bonuses until the completion of the Company’s 2014 Fiscal Year. Accordingly, the amount indicated
is a representative payout amount and equals the maximum bonus the Named Executive Officer would have been eligible to receive
from a bonus pool of $7,920,420, which equals 6% of the $132,007,000 in net income of the Company achieved in the fiscal year
ended December 31, 2013. See the discussion of the 2014 bonus pool and the individual target awards of each of the Named Executive
Officers appearing above in the “Annual Performance-Based Bonus - Based on Specific Performance Metrics” section of
“Compensation Structure.” As disclosed therein, the Company paid these performance bonuses in restricted shares of
Common Stock granted on March 11, 2015. Accordingly, Messrs. Rosenfeld, Dharia, Sinha and Schmertz and Ms. Varela received grants
of 25,326, 5,506, 5,506, 12,235 and 15,329 restricted shares of Common Stock, respectively. In accordance with applicable SEC
rules, these restricted stock awards will appear in the Summary Compensation Table to be included in our proxy statement for our
2016 Annual Meeting of Stockholders provided the restricted stock award recipient is a named executive officer in that proxy statement.
(2) Under
an employment agreement dated January 10, 2014 between the Company and Ms. Varela, Ms. Varela is entitled to receive a cash bonus
under the Company’s 2006 Plan on or about March 15, 2015 in an amount equal to 2% of the increase, if any, in the Wholesale
division EBIT for the 2014 Fiscal Year over the Wholesale division EBIT for the 2013 fiscal year. Since it would not be possible
to determine the amount of Ms. Varela’s cash bonus, if any, until the completion of the 2014 Fiscal Year, the amount indicated
as the target bonus payout is a representative amount and based upon the actual increase in the EBIT performance of the Company’s
Wholesale division for the 2013 fiscal year over the EBIT performance of the Wholesale division for the 2012 fiscal year. See
the discussion of this grant to Ms. Varela appearing above in the “Annual Performance-Based Bonus - Based on Specific Performance
Metrics” section of “Compensation Structure” and above under “Employment Arrangements.” As disclosed
therein, this performance-based bonus was not achieved with respect to the 2014 Fiscal Year.
Plan-Based Awards
2006
Stock Incentive Plan
As
of March 10, 2006, the Board of Directors of the Company adopted the Company’s 2006 Stock Incentive Plan and, on May 26,
2006, the Company’s stockholders approved the adoption of the Company’s 2006 Stock Incentive Plan. The 2006 Stock
Incentive Plan was amended in 2007 and 2008. On April 6, 2009, the Board of Directors adopted an Amended and Restated 2006 Stock
Incentive Plan and, on May 22, 2009, the Company’s stockholders approved the Amended and Restated 2006 Stock Incentive Plan.
On April 5, 2012, the Board of Directors approved an amendment of the Amended and Restated 2006 Stock Incentive Plan primarily
to increase the number of shares of Common Stock available for issuance thereunder, subject to stockholder approval of such amendment.
The amendment to the Amended and Restated 2006 Stock Incentive Plan was approved by the Company’s stockholders at the 2012
Annual Meeting of Stockholders on May 25, 2012.
The
Company’s Amended and Restated 2006 Stock Incentive Plan is referred to as the “2006 Plan” throughout this Proxy
Statement. The purpose of the 2006 Plan is to enhance the profitability and value of the Company for the benefit of its stockholders
by enabling the Company to offer eligible employees, consultants and non-employee directors cash and stock-based incentives in
the Company to attract, retain and reward such individuals and provide additional incentive for such persons to exert maximum
efforts for the success of the Company by encouraging stock ownership in the Company. The 2006 Plan serves as a means to strengthen
the mutuality of interests between such individuals and the Company’s stockholders.
The
maximum number of shares of Common Stock available for issuance under the 2006 Plan is 23,466,000 shares. As of the Record Date,
there were outstanding 4,097,190 unvested shares of restricted stock and options to purchase 2,271,964 shares of Common Stock;
options had been exercised, or restricted stock had vested, with respect to 12,917,386 shares of Common Stock; and 4,179,460 shares
of Common Stock remained available for grant under the 2006 Plan.
OUTSTANDING
EQUITY AWARDS AT END OF THE 2014 FISCAL YEAR
The
following table sets forth information concerning unexercised stock options, restricted stock that has not vested and stock awards
outstanding for each of the Named Executive Officers as of the end of the 2014 Fiscal Year. All awards that occurred prior to
the three-for-two split of the Company’s Common Stock effectuated as a stock dividend on or about April 30, 2010, the three-for-two
split of the Company’s Common Stock effectuated as a stock dividend on or about May 31, 2011 and the three-for-two split
of the Company’s Common Stock effectuated as a stock dividend on or about October 1, 2013 have been adjusted to account
for each such stock split, as applicable.
| | |
Option Awards | | |
Stock Awards | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Equity | | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Incentive | | |
Equity | |
| | |
| | |
| | |
Equity | | |
| | |
| | |
| | |
| | |
Plan | | |
Incentive Plan | |
| | |
| | |
| | |
Incentive Plan | | |
| | |
| | |
| | |
| | |
Awards: | | |
Awards: | |
| | |
| | |
| | |
Awards: | | |
| | |
| | |
| | |
| | |
Number of | | |
Market or | |
| | |
Number of | | |
Number of | | |
Number of | | |
| | |
| | |
| | |
| | |
Unearned | | |
Payout Value of | |
| | |
Securities | | |
securities | | |
Securities | | |
| | |
| | |
Number of | | |
Market Value | | |
Shares, Units | | |
Unearned | |
| | |
Underlying | | |
Underlying | | |
Underlying | | |
| | |
| | |
Shares or | | |
of Shares or | | |
or Other | | |
Shares, Units or | |
| | |
Unexercised | | |
Unexercised | | |
Unexercised | | |
Option | | |
| | |
Units of Stock | | |
Units of Stock | | |
Rights that | | |
Other Rights | |
| | |
Options | | |
Options | | |
Unearned | | |
Exercise | | |
Option | | |
That Have | | |
That Have Not | | |
Have Not | | |
That Have Not | |
| | |
(#) | | |
(#) | | |
Options | | |
Price | | |
Expiration | | |
Not Vested | | |
Vested | | |
Vested | | |
Vested | |
| Name | |
Exercisable | | |
Unexercisable | | |
(#) | | |
($) | | |
Date | | |
(#) | | |
($) | | |
(#) | | |
($) | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Edward R. Rosenfeld | |
| 45,000 | | |
| — | | |
| — | | |
| 5.3822 | | |
| 3/24/2015 | | |
| 165,515 | (1) | |
| 5,268,342 | | |
| — | | |
| — | |
| | |
| 337,500 | | |
| — | | |
| — | | |
| 5.5645 | | |
| 4/1/2016 | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Arvind Dharia | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 20,525 | (2) | |
| 653,311 | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Awadhesh Sinha | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 26,674 | (3) | |
| 849,033 | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Robert Schmertz | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 48,470 | (4) | |
| 1,542,800 | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Amelia Newton Varela | |
| 67,503 | | |
| — | | |
| — | | |
| 5.7244 | | |
| 4/29/2015 | | |
| 37,447 | (6) | |
| 1,191,938 | | |
| — | | |
| — | |
| | |
| 63,283 | | |
| — | | |
| — | | |
| 5.5645 | | |
| 4/1/2016 | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| 50,625 | | |
| 16,876 | (5) | |
| — | | |
| 14.4578 | | |
| 4/1/2017 | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| 112,500 | | |
| 56,250 | (5) | |
| — | | |
| 16.9645 | | |
| 2/1/2018 | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| 25,000 | | |
| 75,000 | (5) | |
| — | | |
| 32.59 | | |
| 2/3/2021 | | |
| | | |
| | | |
| | | |
| | |
| (1)
On March 16, 2011, Mr. Rosenfeld was awarded 45,000 shares of restricted Common Stock, which shares vest in four equal annual
installments commencing on the first anniversary of the date awarded. On March 14, 2012, Mr. Rosenfeld was awarded
30,000 shares of restricted Common Stock, which shares vest in five equal annual installments commencing on the first anniversary
of the date awarded. On January 2, 2013, Mr. Rosenfeld was awarded 150,000 shares of restricted Common Stock, which
shares vest in five equal annual installments commencing on December 1, 2013 and on each December 1st thereafter. On
March 15, 2013, Mr. Rosenfeld was awarded 30,000 shares of restricted Common Stock, which shares vest in five equal annual
installments commencing on the first anniversary of the date awarded. On March 17, 2014, Mr. Rosenfeld was awarded
22,265 shares of restricted Common Stock, which shares vest in five substantially equal annual installments commencing on
March 5, 2015. |
| |
|
|
|
|
|
| (2)
On March 9, 2010, Mr. Dharia was awarded 27,000 shares of restricted Common Stock, which shares vest in five equal annual
installments commencing on April 1, 2011. On March 16, 2011, Mr. Dharia was awarded 22,500 shares of restricted
Common Stock, which shares vest in four equal annual installments commencing on the first anniversary of the date awarded. On
February 8, 2012, Mr. Dharia was awarded 15,000 shares of restricted Common Stock, which shares vest in three substantially
equal annual installments commencing on the first anniversary of the date awarded. On April 2, 2012, Mr. Dharia
was awarded 7,500 shares of restricted Common Stock, which shares vest in five equal annual installments commencing on the
first anniversary of the date awarded. |
| |
|
|
|
|
|
| (3)
On March 14, 2012, Mr. Sinha was awarded 11,250 shares of restricted Common Stock, which shares vest in five equal annual
installments commencing on the first anniversary of the date awarded. On January 15, 2014, Mr. Sinha was awarded
29,886 shares of restricted Common Stock, which shares vest in three equal annual installments commencing on December 15,
2014. |
| |
|
|
|
|
|
| (4)
On March 16, 2011, Mr. Schmertz was awarded 16,875 shares of restricted Common Stock, which shares vest in four equal annual
installments commencing on the first anniversary of the date awarded. On January 4, 2013, Mr. Schmertz was awarded
25,000 shares of restricted Common Stock, which shares vest in five substantially equal annual installments commencing on
the first anniversary of the date awarded. On March 15, 2013, Mr. Schmertz was awarded 16,564 shares of restricted
Common Stock, which shares vest in five substantially equal annual installments commencing on the first anniversary of the
date awarded. On March 17, 2014, Mr. Schmertz was awarded 10,995 shares of restricted Common Stock, which shares
vest in five substantially equal annual installments commencing on March 5, 2015. |
(5)
On April 1, 2010, Ms. Varela was granted an option to purchase 84,375 shares of the Company’s
Common Stock under the Company’s 2006 Plan, which option vests in five equal annual
installments commencing on the first anniversary of the date of grant. On February 1,
2011, Ms. Varela was granted an option to purchase 225,000 shares of the Company’s
Common Stock under the Company’s 2006 Plan, which option vests in four equal annual
installments commencing on the first anniversary of the date of grant. On February 3,
2014, Ms. Varela was granted an option to purchase 100,000 shares of the Company’s
Common Stock under the 2006 Plan, which option vests in four equal annual installments
commencing on the first anniversary of the date of grant.
(6)
On March 14, 2012, Ms. Varela was awarded 17,209 shares of restricted Common Stock, which shares vest in five substantially
equal annual installments commencing on the first anniversary of the date awarded. On March 15, 2013, Ms. Varela was awarded
15,000 shares of restricted Common Stock, which shares vest in five equal annual installments commencing on the first
anniversary of the date awarded. On March 17, 2014, Ms. Varela was awarded 15,118 shares of restricted Common Stock, which
shares vest in five substantially equal annual installments commencing on March 5, 2015. |
| |
|
|
|
|
|
OPTION
EXERCISES AND STOCK VESTED IN THE 2014 Fiscal Year
The
following table sets forth information concerning stock options exercised and restricted stock vested during the 2014 Fiscal Year
for each of the Named Executive Officers. The value realized from exercised options is deemed to be the market value of the Common
Stock on the date of exercise, less the exercise price of the option, multiplied by the number of shares of Common Stock underlying
the option. The value realized from the vesting of restricted stock is deemed to be the market value of the Common Stock on the
date of vesting multiplied by the number of shares vesting.
| | |
Option Awards | | |
Stock Awards | |
| Name | |
Number of Shares
Acquired on Exercise
(#) | | |
Value Realized
on Exercise
($) | | |
Number of Shares
Acquired on Vesting
(#) | | |
Value Realized
on Vesting
($) | |
| | |
| | |
| | |
| | |
| |
| Edward R. Rosenfeld | |
| 45,000 | | |
| 1,228,950 | | |
| 87,000 | | |
| 2,939,123 | |
| | |
| | | |
| | | |
| | | |
| | |
| Arvind Dharia | |
| — | | |
| — | | |
| 17,525 | | |
| 622,882 | |
| | |
| | | |
| | | |
| | | |
| | |
| Awadhesh Sinha | |
| — | | |
| — | | |
| 12,212 | | |
| 396,654 | |
| | |
| | | |
| | | |
| | | |
| | |
| Robert Schmertz | |
| 33,753 | | |
| 776,665 | | |
| 12,534 | | |
| 455,987 | |
| | |
| | | |
| | | |
| | | |
| | |
| Amelia Newton Varela | |
| — | | |
| — | | |
| 6,441 | | |
| 234,324 | |
SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The
following table sets forth information as of December 31, 2014 with respect to compensation plans (including individual compensation
arrangements) under which shares of Common Stock are authorized for issuance, aggregated as follows:
| |
|
|
| |
· |
All compensation plans previously approved
by security holders; and |
| |
· |
All
compensation plans not previously approved by security holders. |
EQUITY
COMPENSATION PLAN INFORMATION
| | |
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(#) | | |
Weighted average
exercise price of
outstanding options,
warrants and rights
($) | | |
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
(#) | |
| | |
(a) | | |
(b) | | |
(c) | |
| | |
| | |
| | |
| |
| Equity compensation plans approved by security holders | |
| 3,428,000 | | |
| 19.48 | | |
| 4,594,492 | |
| | |
| | | |
| | | |
| | |
| Equity compensation plans not approved by security holders | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | |
| Total | |
| 3,428,000 | | |
| 19.48 | | |
| 4,594,492 | |
Termination,
Change in Control and Non-Competition/Non-Solicitation
The
employment agreements for each of the Named Executive Officers provide for a severance payment upon a termination of employment
in connection with a change-in-control of the Company. The employment agreements of Messrs. Rosenfeld, Dharia and Sinha also provide
for severance payment if the executive terminates his employment for good reason in connection with a change-in-control event.
The change-in-control severance payments may result in the application of the “golden parachute” provisions of Section
280G of the Code and, to the extent Section 280G applies, the Company may not deduct from its taxable income the severance payments
made to the Named Executive Officer. Moreover, Section 4999 of the Code would impose a 20% excise tax on the Named Executive Officer
receiving the severance payment. In the case of Mr. Schmertz and Ms. Varela, these severance payments in connection with a change-in-control,
however, are reduced if the severance payment, when added to any other benefits triggered by a change-of-control, is determined
to constitute an “excess parachute payment” under Sections 280G and 4999 of the Code, to the maximum amount that is
deductible to the Company under Section 280G of the Code. In the case of Messrs. Rosenfeld, Dharia and Sinha, the executive’s
change-in-control severance payment will only be reduced to the maximum amount that is deductible to the Company under Section
280G of the Code if the reduction provides the Named Executive Officer with the best after-tax result; otherwise, the Named Executive
Officer will receive the full amount of the severance payment and other benefits triggered by the change-in-control and be liable
for the 20% excise tax on the excess parachute payment in addition to all other applicable taxes and, in such case, the deduction
by the Company of the portion of the severance payment constituting an excess parachute payment will be disallowed.
The
Company’s employment agreements with each of the Named Executive Officers also provide for severance payments to the executive
if the Company terminates the executive’s employment without cause, or, in the case of Mr. Rosenfeld and Mr. Sinha, if the
Company gives him good reason to terminate employment.
Please
see the section of this Proxy Statement captioned “Employment Arrangements” for a summary description of the Named
Executive Officers’ employment agreements and such severance and change-in-control provisions. These benefits are described
and quantified in the section of this Proxy Statement captioned “Potential Payments Upon Termination or Change-In-Control”
below.
The
Company believes that the severance payments and payments made upon change-in-control provisions in the employment agreements
provide appropriate protection to the Company’s executives, comparable to that available at peer companies, and, with regard
to the enhanced severance following a change-in-control, protects the Company from losing key executives during a period when
a change-in-control may be threatened or pending. These benefits are described and quantified in the section below captioned “Potential
Payments Upon Termination or Change-In-Control.”
Ms.
Varela has agreed to a non-compete and non-solicitation restriction through the expiration date of her employment agreement, December
31, 2016, in the event of a voluntary termination or termination for cause. Messrs. Rosenfeld and Sinha have each agreed to a
non-compete and non-solicitation restriction during the period of his employment and for a six-month period following the termination
of his employment for cause or in the event of his resignation without good reason. Mr. Schmertz has agreed to a non-compete and
non-solicitation restriction through December 31, 2015. Mr. Dharia does not have non-compete or non-solicitation provisions in
his employment agreement.
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
The
Company’s employment agreements with the Named Executive Officers provide for payments to such individuals upon termination
of employment or a change-in-control of the Company. Please see the section of this Proxy Statement captioned “Employment
Arrangements.” The amounts set forth in the table below shall be payable to the respective Named Executive Officer if such
Named Executive Officer’s employment is terminated under the various scenarios set forth below.
| NAME | |
CASH PAYMENT | | |
CONTINUATION OF MEDICAL / WELFARE
BENEFITS (PRESENT VALUE) | | |
ACCELERATION AND CONTINUATION OF
EQUITY AWARD | | |
REDUCTION OF BENEFITS UPON A CHANGE-IN-CONTROL
(1) | | |
TOTAL TERMINATION BENEFITS | |
| |
($) | | |
($) | | |
($) | | |
($) | | |
($) | |
| TERMINATION DUE TO DEATH | |
| | | |
| | | |
| | | |
| | | |
| | |
| Edward R. Rosenfeld | |
| 638,142 | (2) | |
| 7,051 | (3) | |
| — | | |
| — | | |
| 645,193 | |
| Arvind Dharia | |
| 582,455 | (4) |
| | 14,650 | (3) |
| | — | |
| | — | |
| | 597,105 |
| Awadhesh Sinha | |
| 630,000 | (5) | |
| 14,650 | (3) | |
| — | | |
| — | | |
| 644,650 | |
| Robert Schmertz | |
| 761,250 | (6) | |
| — | | |
| — | | |
| — | | |
| 761,250 | |
| Amelia Newton Varela | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| TERMINATION DUE TO TOTAL DISABILITY | |
| | | |
| | | |
| | | |
| | | |
| | |
| Edward R. Rosenfeld | |
| 638,142 | (2) | |
| — | | |
| — | | |
| — | | |
| 638,142 | |
| Arvind Dharia | |
| 582,455 | (4) | |
| — | | |
| — | | |
| — | | |
| 582,455 | |
| Awadhesh Sinha | |
| 630,000 | (5) | |
| — | | |
| — | | |
| — | | |
| 630,000 | |
| Robert Schmertz | |
| 761,250 | (6) | |
| — | | |
| — | | |
| — | | |
| 761,250 | |
| Amelia Newton Varela | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| TERMINATION FOR CAUSE;
RESIGNATION WITHOUT GOOD REASON | |
| | | |
| | | |
| | | |
| | | |
| | |
| Edward R. Rosenfeld | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Arvind Dharia | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Awadhesh Sinha | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Robert Schmertz | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Amelia Newton Varela | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| TERMINATION OTHER THAN FOR CAUSE; RESIGNATION FOR GOOD REASON | |
| | | |
| | | |
| | | |
| | | |
| | |
| Edward R. Rosenfeld | |
| 638,142 | (7) | |
| — | | |
| — | | |
| — | | |
| 638,142 | |
| Arvind Dharia | |
| 1,747,365 | (8) | |
| 100,591 | (9) | |
| — | | |
| — | | |
| 1,847,956 | |
| Awadhesh Sinha | |
| 1,291,500 | (10) | |
| — | | |
| — | | |
| — | | |
| 1,291,500 | |
| Robert Schmertz | |
| 1,522,500 | (11) | |
| — | | |
| — | | |
| — | | |
| 1,522,500 | |
| Amelia Newton Varela | |
| 1,000,000 | (12) | |
| — | | |
| — | | |
| — | | |
| 1,000,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| TERMINATION UPON A CHANGE-IN-CONTROL | |
| | | |
| | | |
| | | |
| | | |
| | |
| Edward R. Rosenfeld | |
| 8,033,896 | (13) | |
| — | | |
| 5,268,342
| (14) | |
| (3,971,488 | ) | |
| 9,330,750
| (15) |
| Arvind Dharia | |
| 2,403,162 | (16) | |
| — | | |
| 653,311 | (14) | |
| — | | |
| 3,056,473 | |
| Awadhesh Sinha | |
| 5,837,865 | (17) | |
| — | | |
| 849,033 | (14) | |
| — | | |
| 6,686,898 | |
| Robert Schmertz | |
| 12,786,127 | (18) | |
| — | | |
| 1,542,689 | (14) | |
| (2,088,635 | ) | |
| 12,240,181 | (15) |
| Amelia Newton Varela | |
| 8,063,573 | (19) | |
| — | | |
| 1,485,024 | (14) | |
| (1,789,262 | ) | |
| 7,759,335 | (15) |
| (1) | The
employment agreements of two of the Named Executive Officers provide that severance payments
in connection with a change-in-control are reduced if the severance payment, when added
to any other benefits triggered by a change-of-control, is determined to constitute an
“excess parachute payment” under Sections 280G and 4999 of the Code, to the
maximum amount that is deductible to the Company under Section 280G of the Code. The
employment agreements of the remaining Named Executive Officers indicate that the executive’s
change-in-control severance payment will only be reduced to the maximum amount that is
deductible to the Company under Section 280G of the Code if the reduction provides the
Named Executive Officer with the best after-tax result; otherwise, the Named Executive
Officer will receive the full amount of the severance payment and other benefits triggered
by the change-in-control and be liable for the 20% excise tax on the excess parachute
payment in addition to all other applicable taxes and, in such case, the deduction by
the Company of the portion of the severance payment constituting an excess parachute
payment will be disallowed. |
| (2) | Consists
of Mr. Rosenfeld’s 2015 base salary of $638,142, which would be paid at regular
intervals. |
| (3) | Consists
of medical benefits. |
| (4) | Consists
of Mr. Dharia’s 2015 base salary of $582,455, which would be paid at regular intervals. |
| (5) | Consists
of Mr. Sinha’s 2015 base salary of $630,000, which would be paid at regular intervals. |
| (6) | Consists
of Mr. Schmertz’s 2015 base salary of $761,250, which would be paid at regular
intervals. For purposes of calculating this hypothetical payment, Mr. Schmertz’s
March 9, 2015 employment agreement is deemed to be in effect as of December 31, 2014.
The section of this Proxy Statement captioned “Employment Arrangements” contains
a detailed description of the terms of this employment agreement. |
| (7) | Consists of the base salary
of $638,142 that would have been paid to Mr. Rosenfeld during the remainder of the term of his employment until the expiration
of his employment agreement on December 31, 2015. Mr. Rosenfeld would receive these payments at regular intervals. |
| (8) | Consists
of Mr. Dharia’s 2014 base salary of $582,455 multiplied by the number of years
(and fraction of years) remaining in the term of his employment agreement, which expires
on December 31, 2017. Mr. Dharia would receive 50% of this payment immediately and the
remaining 50% would be paid to him one year later (i.e., on December 31, 2015). |
| (9) | Consists
of one times the sum of Mr. Dharia’s life insurance payment ($85,941 per year)
plus medical benefits ($14,650 per year). |
| (10) | Consists
of the base salary of $630,000 for 2015 and $661,500 for 2016 that would have been paid
to Mr. Sinha during the remainder of the term of his employment until the expiration
of his employment agreement on December 31, 2016. Mr. Sinha would receive these payments
at regular intervals. |
| (11) | Consists
of the base salary of $761,250 that would have been paid to Mr. Schmertz during the remainder
of the term of his employment until the expiration of his employment agreement on December
31, 2016. Mr. Schmertz would receive these payments at regular intervals. For purposes
of calculating this hypothetical payment, Mr. Schmertz’s March 9, 2015 employment
agreement is deemed to be in effect as of December 31, 2014. The section of this Proxy
Statement captioned “Employment Arrangements” contains a detailed description
of the terms of this employment agreement. |
| (12) | Consists
of the base salary of $500,000 that would have been paid to Ms. Varela during the remainder
of the term of her employment until the expiration of her employment agreement on December
31, 2016. Ms. Varela would receive these payments at regular intervals. |
| (13) | Consists
of three times the average total compensation Mr. Rosenfeld actually received for the
preceding three calendar years, except that in lieu of the actual base salary component
received during such period, there has been substituted the annual base salary to which
Mr. Rosenfeld was entitled as of the date of termination or resignation. Upon a change-in-control,
payments (or portions thereof) to Mr. Rosenfeld determined to constitute an “excess
parachute payment” may be reduced to the maximum amount that would be tax deductible
by the Company pursuant to Sections 280G of the Code. Upon a hypothetical December 31,
2014 change-in-control, this amount would have been reduced by $3,971,488 to reflect
the maximum amount that would be tax deductible by the Company pursuant to Section 280G
of the Code. See the “Implications of Tax and Accounting Matters” section
of “Compensation Discussion and Analysis” for a discussion of the applicability
of Sections 280G and 4999 of the Code to change-in-control payments generally. See also
the summary of Mr. Rosenfeld’s employment agreement under “Employment Arrangements.” |
| (14) | The
amount disclosed represents the total value of the restricted stock and stock options
which would have received accelerated vesting upon a hypothetical change in control on
December 31, 2014. |
| (15) | The
total amount does not include the amount deducted pursuant to Section 280G of the Code. |
| (16) | Consists
of three times the total compensation Mr. Dharia actually received for the preceding
twelve calendar months, except that in lieu of the actual base salary component received
during such period, there has been substituted the annual base salary to which Mr. Dharia
was entitled as of the date of termination or resignation. Upon a change-in-control,
payments (or portions thereof) to Mr. Dharia determined to constitute an “excess
parachute payment” may be subject to reduction to the maximum amount that would
be tax deductible by the Company pursuant to Sections 280G of the Code. Upon a hypothetical
December 31, 2014 change-in-control, no payments to Mr. Dharia would have been subject
to reduction. See the “Implications of Tax and Accounting Matters” section
of “Compensation Discussion and Analysis” for a discussion of the applicability
of Sections 280G and 4999 of the Code to change-in-control payments generally. See also
the summary of Mr. Dharia’s employment agreement under “Employment Arrangements.” |
| (17) | Consists
of three times the sum of base compensation and certain benefits Mr. Sinha actually received
for the preceding twelve calendar months, except that in lieu of the actual base salary
component received during such period, there has been substituted the annual base salary
to which Mr. Sinha was entitled as of the date of termination or resignation. Upon a
change-in-control, payments (or portions thereof) to Mr. Sinha determined to constitute
an “excess parachute payment” may be subject to reduction to the maximum
amount that would be tax deductible by the Company pursuant to Sections 280G of the Code.
Upon a hypothetical December 31, 2014 change-in-control, no payments to Mr. Sinha would
have been subject to reduction. See the “Implications of Tax and Accounting Matters”
section of “Compensation Discussion and Analysis” for a discussion of the
applicability of Sections 280G and 4999 of the Code to change-in-control payments generally.
See also the summary of Mr. Sinha’s employment agreement under “Employment
Arrangements.” |
| (18) | Consists
of three times the average total compensation Mr. Schmertz actually received for the
preceding three calendar years. Upon a hypothetical December 31, 2014 change-in-control,
this amount would have been reduced by $2,088,635 to reflect the maximum amount that
would be tax deductible by the Company pursuant to Section 280G of the Code. See the
“Implications of Tax and Accounting Matters” section of “Compensation
Discussion and Analysis” for a discussion of the applicability of Sections 280G
and 4999 of the Code to change-in-control payments generally. See also the summary of
Mr. Schmertz’s employment agreement under “Employment Arrangements.”
For purposes of calculating this hypothetical payment, Mr. Schmertz’s March 9,
2015 employment agreement is deemed to be in effect as of December 31, 2014. |
| (19) | Consists
of three times the average total compensation Ms. Varela actually received for the preceding
three calendar years. Upon a hypothetical December 31, 2014 change-in-control, this amount
would have been reduced by $1,789,262 to reflect the maximum amount that would be tax
deductible by the Company pursuant to Section 280G of the Code. See the “Implications
of Tax and Accounting Matters” section of “Compensation Discussion and Analysis”
for a discussion of the applicability of Sections 280G and 4999 of the Code to change-in-control
payments generally. See also the summary of Ms. Varela’s employment agreement under
“Employment Arrangements.” |
Compensation
Committee Report
The
Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review
and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis
be included in this Proxy Statement.
Submitted by
the Compensation Committee of the Company’s Board of Directors:
| |
|
| |
Peter Migliorini (Chairman) |
| |
Rose
Peabody Lynch
Thomas H. Schwartz
Robert Smith |
PROPOSAL
TWO:
RATIFICATION
OF THE APPOINTMENT OF EISNERAMPER LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015
The
Audit Committee has appointed EisnerAmper LLP as the Company’s independent registered public accounting firm to conduct
the audit of the Company’s books and records for the fiscal year ending December 31, 2015. EisnerAmper LLP has served as
the Company’s independent registered public accountants since 1995.
Before
making its determination on appointment, the Audit Committee carefully considers the qualifications and competence of candidates
for the independent registered public accountants. For EisnerAmper LLP, this has included a review of its performance in prior
years, its independence and processes for maintaining independence, the results of the most recent internal quality control review
or Public Company Accounting Oversight Board inspection, the key members of the audit engagement team, the firm’s approach
to resolving significant accounting and auditing matters including consultation with the firm’s national office, as well
as its reputation for integrity and competence in the fields of accounting and auditing. Although ratification by stockholders
is not required by the Company’s organizational documents or any applicable law, the Audit Committee has determined that
requesting ratification by stockholders of its appointment of EisnerAmper LLP as the Company’s independent registered public
accountants is a matter of good corporate practice. If stockholders do not ratify the selection, the Audit Committee will reconsider
whether or not to retain EisnerAmper LLP, but may still retain the accounting firm. Even if the selection is ratified, the Audit
Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would
be in the best interest of the Company and its stockholders.
Representatives
of EisnerAmper LLP are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement
should they so desire.
Required Vote
The
affirmative vote of the holders of a majority of the outstanding shares of Common Stock present or represented by proxy and entitled
to vote at the Annual Meeting is required to ratify the Audit Committee’s selection of EisnerAmper LLP.
Recommendation of the Board
of Directors
The
Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of EisnerAmper LLP as the
Company’s independent registered public accountants for the fiscal year ending December 31, 2015. Unless marked to the contrary,
proxies received from stockholders will be voted in favor of ratifying the appointment of EisnerAmper LLP as the Company’s
independent registered public accountants for the fiscal year ending December 31, 2015.
Independent Registered Public
Accounting Firm’s Fees and Services
The
aggregate fees billed to the Company by EisnerAmper LLP for professional services rendered for each of the past two years are
set forth below:
| | |
| | |
| |
| | |
Year Ended December 31, | |
| | |
2014 | | |
2013 | |
| Audit Fees (1) | |
$ | 797,000 | | |
$ | 728,000 | |
| Audit-Related Fees (2) | |
| 45,000 | | |
| 45,000 | |
| Tax Fees (3) | |
| 0 | | |
| 91,000 | |
| All Other Fees (4) | |
| 70,000 | | |
| 41,500 | |
| | |
| | | |
| | |
| Total | |
$ | 912,000 | | |
$ | 905,500 | |
(1)
Represents the aggregate fees billed for (a) the audit of the Company’s annual financial statements,
(b) the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, (c) other statutory
and regulatory filings or engagements and (d) the audit of the Company’s internal controls over financial reporting.
(2)
Represents the aggregate fees billed for audit-related fees related to assurance and related services. Includes, among others,
the audit of the Company’s employee benefit plans and other accounting related consultations.
(3)
Represents the aggregate fees billed for tax compliance, tax advice and tax planning services. These professional services
include assistance in the preparation of the Company’s various federal, state and local tax returns, tax consultation and
various amendments.
(4)
Represents the aggregate fees billed (a) with respect to the 2014 Fiscal Year, for services rendered in connection with
the Company’s acquisition of a business and (b) with respect to the fiscal year ended December 31, 2013, for services
rendered in connection with the Company’s acquisition of a business in Canada.
Audit Committee’s
Pre-Approval Policies and Procedures
Consistent
with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation
and overseeing the work of the independent registered public accountants. In recognition of this responsibility, the Audit Committee
has established a policy to review and pre-approve all audit and permissible non-audit services provided by the independent registered
public accountants. These services may include audit services, audit-related services, tax services and other services.
Prior
to engagement of the independent auditor for next year’s audit, the Audit Committee will pre-approve all auditing services
and all permitted non-audit services (including the fees and terms thereof), except those excluded from requiring pre-approval
based upon the de minimus exception set forth in Section 10A(i)(1)(B) of the Exchange Act.
The
Audit Committee’s pre-approval policies and procedures are as follows: (a) prior to each fiscal year, the Audit Committee
pre-approves a schedule of estimated fees for proposed non-prohibited audit and non-audit services, and (b) actual amounts paid
are monitored by financial management of the Company and reported to the Audit Committee.
All
work performed by EisnerAmper LLP as described above under the captions Audit Fees, Audit-Related Fees, Tax Fees and All Other
Fees has been approved or pre-approved by the Audit Committee pursuant to the provisions of the Audit Committee’s charter.
The Audit Committee has considered and concluded that the provision of non-audit services is compatible with maintaining the independence
of EisnerAmper LLP.
AUDIT
COMMITTEE REPORT
The
Audit Committee reviewed the Company’s audited financial statements for the 2014 Fiscal Year and met with both management
and representatives of EisnerAmper LLP, the Company’s independent registered public accountants, to discuss such audited
financial statements. Management and the Company’s independent registered public accountants have represented to the Audit
Committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United
States of America. The Audit Committee has received from and discussed with EisnerAmper LLP the written disclosures and the letter
regarding EisnerAmper LLP’s communications with the Audit Committee concerning independence as required by applicable requirements
of the Public Company Accounting Oversight Board, and discussed with EisnerAmper LLP the independence of EisnerAmper LLP. The
Audit Committee also discussed with EisnerAmper LLP any matters required to be discussed by Statement on Auditing Standards No.
61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Based on these reviews and discussions,
the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s
Annual Report on Form 10-K for the 2014 Fiscal Year.
Submitted by
the Audit Committee of the Company’s Board of Directors:
| |
|
| |
Richard P. Randall (Chairman) |
| |
Rose
Peabody Lynch
Peter Migliorini |
| |
Ravi
Sachdev
|
PROPOSAL
THREE:
NON-BINDING
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Section
14A of the Exchange Act, as created by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”), and the rules and regulations promulgated thereunder, require a publicly traded company to include a resolution in
its proxy statement at least once every three years seeking stockholder approval, on an advisory or non-binding basis, of the
compensation of the named executive officers as disclosed in such company’s proxy statement pursuant to the compensation
rules of the SEC. At our 2011 Annual Meeting of Stockholders, the Company’s stockholders approved, on an advisory basis,
the holding of an advisory vote to approve executive compensation (commonly known as a “say-on-pay” proposal) on an
annual basis. Based on these results, the Board of Directors determined to hold its advisory vote to approve executive compensation
annually until the next frequency vote, which is scheduled for the Company’s 2017 Annual Meeting of Stockholders. Accordingly,
we are providing stockholders with a non-binding advisory vote on the compensation of our Named Executive Officers.
As
described in more detail in the Compensation Discussion and Analysis section, which begins on page 24 of this Proxy Statement,
the overall objective of the Company’s executive compensation programs and practices is to support delivery of sustained
operating and financial performance results with the ultimate goal being to create and maximize value for our stockholders on
a long-term basis. We believe that our executive compensation programs and practices serve the interests of our stockholders by
enabling us to attract and retain an experienced and effective management team whose combined knowledge of our business and the
footwear and accessories industries has proved extremely valuable in delivering results for our stockholders. The Compensation
Committee and the Board of Directors believe that the Company’s compensation programs and practices as articulated in the
Compensation Discussion and Analysis section of this Proxy Statement effectively implement our philosophy of aligning compensation
to stockholder interests and that the compensation received by our Named Executive Officers in the 2014 Fiscal Year reflects and
supports such philosophy and goal and is commensurate with the performance and strategic position of the Company. We will continue
to review and modify our executive compensation programs to address evolving best practices and changing regulatory requirements.
We
encourage stockholders to read the Compensation Discussion and Analysis section of this Proxy Statement, as well as the Summary
Compensation Table and other related compensation tables and narrative disclosure contained in this Proxy Statement, all of which
describe and explain in detail the compensation of our Named Executive Officers in the 2014 Fiscal Year.
The following
resolution is submitted for stockholder approval:
“RESOLVED,
that the stockholders of Steven Madden, Ltd. (the ‘Company’) approve, on a non-binding advisory basis, the compensation
paid to the Named Executive Officers of the Company as disclosed pursuant to the compensation disclosure rules of the Securities
and Exchange Commission, including the executive compensation as described in the section captioned ‘Compensation Discussion
and Analysis,’ the Summary Compensation Table and related tabular disclosure and narrative discussion regarding compensation
of Named Executive Officers under the caption ‘Executive Compensation’ contained in the Company’s Proxy Statement
dated April 8, 2015.”
This
vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive
Officers and the compensation programs and practices described in this Proxy Statement. While this advisory vote on executive
compensation, commonly referred to as a “say-on-pay” advisory vote, is required by Section 14A of the Exchange Act,
it is not binding on our Board of Directors and may not be construed as overruling any decision by the Board of Directors or the
Compensation Committee. However, we value the opinions of our stockholders. To the extent there is a significant vote
against the compensation of the Named Executive Officers as disclosed in this Proxy Statement, the Board of Directors and the
Compensation Committee will consider the outcome of the vote when considering future compensation arrangements and evaluate whether
any actions are necessary to address the stockholders’ concerns.
Required Vote
Approval
of this resolution requires the affirmative vote of a majority of the shares of Common Stock present or represented by proxy and
entitled to vote at the Annual Meeting.
Recommendation of the Board
of Directors
The
Board of Directors unanimously recommends a vote “FOR” the resolution approving the overall compensation of the Named
Executive Officers for the 2014 Fiscal Year.
OTHER
MATTERS
At
the date of this Proxy Statement, the Company has no knowledge of any business other than that described above that will be presented
at the Annual Meeting. If any other business should properly come before the Annual Meeting in connection therewith, it is intended
that the persons named in the accompanying proxy will have discretionary authority to vote the shares which they represent.
A
copy of the applicable provisions of the Company’s By-Laws may be obtained by any stockholder, without charge, upon written
request to the Secretary of the Company at the address set forth above.
WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY.
ALTERNATIVELY, YOU MAY VOTE YOUR SHARES BY TELEPHONE OR THROUGH THE INTERNET AS DESCRIBED ON THE ACCOMPANYING PROXY CARD. YOUR
VOTE IS IMPORTANT. IF YOU ARE A STOCKHOLDER OF RECORD AND ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, YOU MAY WITHDRAW
YOUR PROXY AT ANY TIME PRIOR TO THE VOTE.
| |
|
|
|
| |
STEVEN
MADDEN, LTD. |
| April 8, 2015 |
|
|
| |
By: |
|
|
| |
|
Arvind
Dharia |
| |
|
Secretary |
|
|
|
|
|
|
|
STEVEN MADDEN, LTD.
ATTN: ARVIND DHARIA
52-16 BARNETT AVENUE
LONG ISLAND CITY, NY 11104
|
VOTE BY
INTERNET - www.proxyvote.com
Use the Internet to
transmit your voting instructions and for electronic delivery of information
up until 11:59 P.M. Eastern Time the day before the meeting date. Have your
proxy card in hand when you access the web site and follow the instructions
to obtain your records and to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If you would like to
reduce the costs incurred by our company in mailing proxy materials, you can
consent to receiving all future proxy statements, proxy cards and annual
reports electronically via e-mail or the Internet. To sign up for electronic
delivery, please follow the instructions above to vote using the Internet
and, when prompted, indicate that you agree to receive or access proxy
materials electronically in future years.
VOTE BY
PHONE - 1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until 11:59 P.M. Eastern
Time the day before the meeting date. Have your proxy card in hand when you
call and then follow the instructions.
VOTE BY
MAIL
Mark, sign and date
your proxy card and return it in the postage-paid envelope we have provided
or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
KEEP
THIS PORTION FOR YOUR RECORDS
|
|
DETACH
AND RETURN THIS PORTION ONLY
|
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
All
|
Withhold
All
|
For All
Except
|
|
To withhold authority to
vote for any individual nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board
of Directors recommends you vote
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR the
following:
|
|
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Election of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01
06
|
Edward R Rosenfeld 02 Rose Peabody Lynch 03 John
L Madden 04 Peter
Migliorini 05 Richard
P Randall
Ravi Sachdev 07 Thomas
H Schwartz 08 Robert
Smith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board
of Directors recommends you vote FOR proposals 2 and 3.
|
|
|
|
|
For
|
Against
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
TO RATIFY THE APPOINTMENT OF EISNERAMPER LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015.
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE EXECUTIVE COMPENSATION DESCRIBED IN THE STEVEN
MADDEN, LTD PROXY STATEMENT.
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: In their
discretion, the proxies are authorized to vote upon such other business as
may properly be presented at the meeting or any adjournments or postponements
thereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yes
|
No
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please indicate if you plan
to attend this meeting
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please sign exactly as your
name(s) appear(s) hereon. When signing as attorney, executor, administrator,
or other fiduciary, please give full title as such. Joint owners should each
sign personally. All holders must sign. If a corporation or partnership,
please sign in full corporate or partnership name, by authorized officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN
WITHIN BOX]
|
|
Date
|
|
|
|
|
Signature (Joint Owners)
|
Date
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0000242217_1 R1.0.0.51160
|
|
|
|
|
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual
Report with 10-K is/are available at www.proxyvote.com.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STEVEN MADDEN, LTD.
|
|
|
|
THIS PROXY IS BEING SOLICITED ON BEHALF OF
|
|
|
|
THE BOARD OF DIRECTORS
|
|
|
|
|
|
|
|
PLEASE CLEARLY INDICATE A RESPONSE BY CHECKING ONE OF THE
BOXES NEXT TO EACH OF THE PROPOSALS
|
|
|
|
|
|
|
|
The undersigned
stockholder(s) of Steven Madden, Ltd. (the “Company”) hereby appoint(s)
Edward R. Rosenfeld and Arvind Dharia, and each of them, as attorneys and
proxies, each with power of substitution and revocation, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held
at the Company’s showroom located at 1370 Avenue of the Americas, 14th Floor,
New York, New York at 10:00 a.m., local time, on May 22, 2015 and at any
adjournments or postponements thereof, with authority to vote all shares of
Common Stock of the Company held or owned by the undersigned on April 2,
2015, in accordance with the directions indicated herein.
|
|
|
|
|
|
|
|
THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN; UNLESS OTHERWISE INDICATED, THIS PROXY WILL
BE VOTED (1) FOR THE ELECTION OF THE EIGHT(8) NOMINEES NAMED IN ITEM 1, (2) FOR THE RATIFICATION OF THE APPOINTMENT
OF EISNERAMPER LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2015 AND (3) FOR
THE APPROVAL OF THE EXECUTIVE COMPENSATION DESCRIBED IN THE COMPANY’S PROXY STATEMENT. THIS PROXY WILL BE VOTED IN THE DISCRETION
OF THE PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued and to be signed on reverse side
|
|
|
|
|
|
0000242217_2 R1.0.0.51160
Steven Madden (NASDAQ:SHOO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Steven Madden (NASDAQ:SHOO)
Historical Stock Chart
From Apr 2023 to Apr 2024
