Not independent
Tenure on this board
14.4 yrs
Also a director at
Designer Brands Inc (DBI)
6 nominees · 4 ballot items.
Election of one Class I director (Jay L. Schottenstein); ratification of Ernst & Young LLP as independent auditors for Fiscal 2026; a non-binding advisory vote to approve Fiscal 2025 executive compensation (Say-on-Pay); and approval of an amendment and restatement of the 2023 Stock Award and Incentive Plan to increase authorized shares, extend the plan term, and raise the non-employee director award limit.
Election of Jay L. Schottenstein as a Class I director to serve until the 2029 Annual Meeting.
Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for Fiscal 2026.
A non-binding, advisory vote to approve the Fiscal 2025 compensation of the Company’s named executive officers, as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the Fiscal 2025 compensation of the Company’s named executive officers as disclosed in the proxy. Management seeks this endorsement to confirm stockholder support for the Company’s compensation philosophy, which emphasizes performance, competitiveness, affordability, and transparency, and which ties a large portion of pay to at-risk incentives (annual EBIT-based bonuses, PSUs measured by relative TSR, stock options, and RSUs). The Compensation Committee argues that the program aligns executives with stockholder interests by linking pay to both short-term operational metrics (EBIT) and long-term relative TSR, and the Company highlights strong prior say-on-pay support and ongoing stockholder engagement to justify continuity. The advisory vote is non-binding, but management states it will consider stockholder feedback and may adjust programs if significant opposition arises. The proposal is contextualized by Fiscal 2025 results: a challenging first half followed by a recovery and a 35% payout on EBIT-based bonuses and a 129% payout on 2023 PSUs based on RTSR. Governance features highlighted by management include stock ownership guidelines, clawback policy, prohibitions on hedging/pledging, double-trigger CIC protections, and independent oversight by an all-independent Compensation Committee. The Board recommends a FOR vote, viewing the program as creating the appropriate balance of incentives and retention that drive long-term stockholder value. The vote is routine in that it is advisory, but it signals whether stockholders endorse the Board’s pay decisions and program design.
Approve an amendment and restatement of the Company’s 2023 Stock Award and Incentive Plan to (i) increase the number of authorized shares by 9,680,000, (ii) extend the plan term from 2033 to 2036, and (iii) increase the annual non-employee director award/cash fee limit from $750,000 to $1,000,000, along with other clarifying changes.
This management proposal requests shareholder approval to amend and restate the 2023 Stock Award and Incentive Plan primarily to increase the available share reserve by 9.68 million shares, extend the plan term by three years, and raise the annual combined cash-and-equity cap for non-employee director compensation to $1,000,000. Management is seeking shareholder authorization because equity awards require shareholder approval and the Board projects current reserves are insufficient to support anticipated grants (the Company estimates the request will provide approximately three years of capacity under current practices). The Board frames the plan as essential to attract, retain, and motivate employees and directors, and stresses multiple stockholder-aligned features embedded in the A&R Plan: administration by an independent Compensation Committee, no discounted options or SARs, minimum vesting requirements, limits on liberal recycling, restrictions on dividends prior to vesting, no evergreen provision, no automatic single‑trigger CIC acceleration, explicit clawback provisions, and no tax gross-ups. The company discloses dilution metrics (fully-diluted overhang would be 13.9% after the increase) and historical burn rates (three-year average ~1.68%), indicating the Board considered dilution vs. retention trade-offs. The proposal should be evaluated in context of management’s compensation philosophy (heavy use of at-risk equity tied to RTSR and performance) and recent equity usage (notably larger grant activity in recent fiscal years), as well as governance features that mitigate shareholder concerns about repricing, excessive dilution, and misaligned incentives. The Board recommends a FOR vote, arguing that the requested share pool and plan adjustments are balanced by robust governance protections and necessary to sustain the Company’s long-term incentive program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 10.26% | 17,108,863 | $451M |
| 2 | BlackRock, Inc. | 10.15% | 16,923,444 | $446M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.97% | 8,290,961 | $219M |
| 4 | D. E. Shaw Co., Inc.Activist | 4.42% | 7,369,109 | $194M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.14% | 6,907,886 | $182M |
| 6 | STATE STREET CORP | 3.96% | 6,606,362 | $174M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 3.54% | 5,905,732 | $156M |
| 8 | BlackRock, Inc. | 3.01% | 5,012,151 | $132M |
| 9 | GOLDMAN SACHS GROUP INC | 2.70% | 4,508,346 | $119M |
| 10 | FMR LLC | 2.42% | 4,032,259 | $106M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.