DECKERS OUTDOOR CORP

For the period ended Mar 31, 2024. Filed Jul 23, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 31, 2024 · Filed Jul 23, 2024

DECK$86.71-1.2%Stored close · as of Nov 6, 2026

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Contents

Compensation Program Highlights

The following table sets forth the key components of our executive compensation program for fiscal year 2024, and the underlying philosophy and considerations that provide the basis for our compensation decisions:

COMPENSATION HIGHLIGHTS	PHILOSOPHY AND CONSIDERATIONS
Pay-for-performance alignment	• We emphasized strong pay-for-performance alignment by providing a significant portion of the overall compensation opportunity for our NEOs in the form of performance-based compensation that is directly tied to the achievement of specific Company financial and operational performance objectives established by the Committee.• Our performance-based compensation is designed to align the interests of our NEOs with those of our stockholders and encourage the achievement of strategic objectives that the Committee believes are critical to our short-term and long-term success.• For fiscal year 2024, only 11% of the total compensation opportunity for our Chief Executive Officer and President was fixed, while 89% of his total compensation opportunity was directly tied to the achievement of specific performance conditions or otherwise at risk.
Alignment of performance metrics with strategic objectives	• Selecting the appropriate performance metrics for our performance-based awards is critical to achieving our business and strategic objectives, motivating our executives and advancing our pay-for-performance philosophy. • In light of our strategic focus on increased revenue, enhanced profitability and the creation of long-term stockholder value, the Committee selected: (i) consolidated operating income and revenue for all NEOs (and business unit operating income and revenue targets for certain executives with business unit oversight responsibilities) as the primary performance metrics for our 2024 Annual Cash Incentive Awards, and (ii) “pre-tax income” and consolidated revenue for each of fiscal years 2024, 2025 and 2026 (three-year performance period) as the primary performance metrics for our 2024 LTIP PSUs. • To further reinforce the importance of achieving ESG initiatives, the Committee continued to incorporate an ESG modifier into the 2024 Annual Cash Incentive Awards, which are subject to positive or negative adjustment based upon the achievement of our ESG initiatives.

Limited overlap in performance conditions and measurement periods	• The compensation performance metrics established by the Committee involve a combination of revenue and profitability metrics over multiple time periods to ensure our compensation program encourages healthy and sustained growth across our business, while eliminating excessive overlap between performance conditions and measurement periods. • This approach mitigates against risk associated with our compensation program as it de-emphasizes the impact of any one performance metric or performance period.
Reference to a "median" pay philosophy	• We generally benchmark the target total compensation opportunity for our NEOs at the median compared to our peer group to ensure our compensation program remains competitive in the market while also mitigating compensation-related risks.• In adopting this philosophy, the Committee carefully considered specific feedback received from our stockholders during our stockholder engagement efforts in prior years.
Use of performance-based vesting for LTIP awards	• LTIP awards are designed to align the interests of our executives with those of our stockholders by incorporating performance-based vesting conditions over a long-term performance period. • Vesting is based on the achievement of pre-determined profitability and revenue metrics, in each year during a three-year performance period, that align closely with our strategic objectives.• 100% of the LTIP awards granted to NEOs during fiscal year 2024 were subject to long-term vesting in order to promote retention of our executives.• The vesting of each LTIP award is also subject to positive or negative adjustment based upon the application of a TSR modifier, thereby correlating the vesting of the award to both total and relative stockholder returns.• Consistent with its historical practice, the Committee expects a majority of future equity awards to continue to have performance-based vesting conditions.
Appropriate mix of equity awards with focus on performance-based vesting	• For fiscal year 2024, approximately 60% of the value of the equity awards granted are eligible to vest based on the achievement of Company performance conditions to ensure pay-for-performance alignment, while the remainder of the awards vest based on long-term, time-based vesting conditions that are subject to continued employment and where the resulting value is also tied to the value and performance of our stock. • The Committee believes this mix strikes the appropriate balance between compensation incentives and risks.
No special severance benefits	• We are not providing any special severance benefits or payments to Mr. Powers in connection with his retirement.
Continued focus on executive retention	• While we seek to develop our executive compensation program so it closely aligns with our pay-for-performance philosophy and rewards achievement of performance goals, this objective must complement other critical objectives, including the retention of key executives. • For fiscal year 2024, approximately 40% of the value of the equity awards granted vest based on the achievement of time-based vesting conditions, which promote executive retention because they vest over a long-term service period and support maintaining a balanced overall compensation program.
Consideration of peer group data and advice of our independent compensation consultant	• We use peer group compensation data as an initial starting point in making compensation decisions for our executives, including with respect to both the target level of compensation and the overall structure of our executive compensation program. • Our independent compensation consultant provides us with information on competitive pay practices and trends in our industry and makes recommendations regarding the design and structure of our compensation program, as well as the formulation of our peer group. • The information and guidance provided by our independent compensation consultant is consistent with our median pay philosophy.

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