Designer Brands Inc

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Designer Brands Inc., an Ohio corporation, for use at the 2024 Annual Meeting to be held on June 20, 2024, at 1:00 p.m. Eastern Time via live audio cast at www.virtualshareholdermeeting.com/DBI2024. This Proxy Statement is first being mailed to the shareholders on or about May 3, 2024. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. “We,” “our,” “us,” “Designer Brands,” “DBI,” and the “Company” refer to Designer Brands Inc.

2024 Annual Meeting of Shareholders

How to Attend

To participate in the virtual 2024 Annual Meeting, please visit www.virtualshareholdermeeting.com/DBI2024 and enter the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

How to Vote

Proposals Requiring Your Vote

Your vote is very important! Please cast your vote immediately on all the proposals to ensure that your shares are represented.

PROPOSAL 1: Election of Three Class II Director Nominees

The three Class II director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to management.ü The Board recommends a vote FOR all Class II director nominees.

PROPOSAL 2: Ratification of Appointment of Deloitte & Touche LLP

The Audit Committee approved the appointment of Deloitte as the Company’s independent auditor for fiscal 2024. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s appointment of the independent auditor.ü The Board recommends a vote FOR the ratification of the appointment of Deloitte.

PROPOSAL 3: Advisory Approval of Named Executive Officer 2023 Compensation

The Company’s executive compensation program is designed to create a direct linkage between shareholders’ interests and management, with incentives specifically tailored to the achievement of short-term and long-term goals.ü The Board recommends a vote FOR the Company’s 2023 Named Executive Officer compensation.

PROPOSAL 4: Approval of an Amendment and Restatement of the Designer Brands Inc. 2014 Long-Term Incentive Plan

The Board approved an amendment and restatement of the Designer Brands Inc. 2014 Long-Term Incentive Plan to authorize additional shares thereunder and to make other changes as described in this Proxy Statement, with such approval being subject to shareholder approval. Shareholders are being asked to approve the amendment and restatement of the Designer Brands Inc. 2014 Long-Term Incentive Plan.ü The Board recommends a vote FOR the approval of the amendment and restatement of the Designer Brands Inc. 2014 Long-Term Incentive Plan.

Business Overview – 2023 Highlights

We ended fiscal 2023 with strong performance in the fourth quarter. Nonetheless, our team was faced with a challenging macro environment during fiscal 2023. Specifically, as the Company moved into the third and fourth calendar quarters of 2023, the footwear industry notably contracted in two consecutive quarters for the first time since 2020, resulting in an increased level of markdowns and promotions. Unseasonably warm weather affected our seasonal business, which declined in-line with the market. Our organization’s seasonal footwear market share was approximately 50% above our peers, such that we were more adversely impacted than peers. Amidst these challenges, we have continued our efforts to diversify our assortment of products and to expand our offerings in casual and athleisure. Notably, we welcomed Nike back to DSW stores and added Keds to our portfolio of brands. We will continue to work to grow the freshness and diversity of our assortment of products, efforts which will be largely led by new leaders installed in fiscal 2023. We continue to focus on our omni-channel model that enables an expanded level of engagement with consumers, which we believe positions us well for future growth across all channels.

Some fiscal 2023 highlights included:

•Net sales of $3.1 billion, representing a 7.3% decrease year-over-year;

•Gross profit margin of 31.7%, representing a 3.1% increase compared to fiscal 2019;

•The addition of new athleisure and casual brands, including the acquisition of Keds and an elevated partnership with Nike;

•Key success in new product offerings, such as Vince Camuto’s extra wide shaft boots, which led to 7.3% growth at vincecamuto.com in the second half of the fiscal year, despite industry challenges;

•The hiring of Laura Denk as President of DSW, reinvigorating our merchandising organization and setting a course for improved assortment of products; and

•The hiring of Andrea O’Donnell as Brands President to refresh our brand-building growth strategies.

While we were pleased with where we ended the 2023 fiscal year, we do not believe that our fiscal 2023 results are reflective of our full potential as an organization. To reinvigorate our business, we brought in new leaders for both our DSW and Brands businesses in fiscal 2023. Together with our talented executive team, complemented by the efforts of all Company associates, we will continue to navigate all challenges with a focus on the future.

Chief Executive Officer (“CEO”) Succession Process

In January 2023, the Company announced a planned CEO transition process whereby the Board appointed Douglas M. Howe to succeed Roger L. Rawlins as the Company’s CEO, effective April 1, 2023 (the “CEO Transition”). Following the effective date, Mr. Rawlins served as a valuable strategic advisor, and continued in that role until April 1, 2024.

The Board thanks Mr. Rawlins for his leadership and unparalleled commitment to the Company over the past 17 years.

Your Board of Directors

The following table provides summary information about each director currently serving on our Board. Our Board is divided into three classes, with each class to consist, as nearly as possible, of one-third of the total authorized number of directors. The Board is currently composed of four Class I directors, four Class II directors, and three Class III directors. Directors serve for three-year terms, with one class of directors elected by our shareholders at each annual meeting. Three of the Class II directors are standing for reelection at the 2024 Annual Meeting. Ms. Fersko is not standing for reelection. Accordingly, as of the 2024 Annual Meeting, the size of the Board will be reduced from eleven members to ten. Under our Amended and Restated Code of Regulations (the “Code of Regulations”), we may have a minimum of five and a maximum of fifteen directors. By majority vote, the Board may set the number of directors within this range at any time. Your Board recommends that you vote “FOR” the election of each of the three Class II director nominees. See “Proposal 1 – Election of Directors.”

Current Board Snapshot*

• Based on self-identification information that was provided by the directors and is current as of May 3, 2024. Each such director consented to the public disclosure of such information. Ms. Fersko is included in this snapshot but is not standing for reelection at the 2024 Annual Meeting.

Summary of Director Skills

Our directors bring to our Board a wide variety of skills, qualifications, experiences, and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our shareholders. The table below is a summary of some of the skills and experience that each director brings to the Board, and which we currently find to be relevant to our business. Because it is a summary, it does not include all of the skills, experience, and qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it. All of our directors exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

Corporate Governance Highlights

The Board remains committed to strong corporate governance and the protection of long-term shareholder value. Please see “Other Director Information, Board Committees, and Corporate Governance Information” for a description of our corporate governance practices. Some of our corporate governance best practices include, but are not limited to:

•Separate CEO and executive chairman roles

•More than two-thirds of the Board is currently composed of independent directors

•100% of committee members are independent

•Robust annual Board and committee evaluation process

•Annual say-on-pay vote

•Stock ownership guidelines for directors and the CEO

•Board risk oversight (including, without limitation, with respect to cybersecurity and environmental, social, and governance (“ESG”) risks)

•Independent directors meet without management present

•Anti-hedging and anti-pledging policy

•Code of Conduct for directors and employees (including executive officers)

•Annual review of committee charters and governance policies

2023 Shareholder Engagement

Engaging with our shareholders is critically important to our Board and management team. During fiscal 2023, we proactively communicated with the investment community and shareholders about our financial performance, operations, and strategic developments through quarterly earnings releases, investor presentations, and conference calls; in-person and telephonic meetings with investors and stakeholders; and our annual shareholders meeting that includes a Q&A session.

Sustainability, Social Impact, and Human Capital

At Designer Brands, we are putting our best foot forward toward a more sustainable and inclusive future for footwear — a future where we use less resources and do more to reduce waste and our impact on the planet.

With a long history of giving back to the communities where we live and work, we continuously strive to serve our neighbors, strengthen our communities, and provide support for those in the footwear industry.

Our investment in our people fosters a culture of belonging, empowering individual development and potential. We are passionate about our associates and continue our ongoing focus on creating a more diverse, equitable, and inclusive workplace and industry.

Sustainability

We believe in the importance of helping to create a future where we use less resources and reduce our impact on the planet, making sustainable footwear more attainable. We are proud of our steps forward in this space with the following achievements:•Since 2018, we have diverted over nine million shoes from landfills by collecting post-consumer shoes in connection with our partnership with Soles4Souls.•Since their engagement in 2021, we have continued to work with a sustainability consultant to guide us toward public-facing goals and sustainability reporting.•In 2023, we continued to expand our sourced factory participation in the Higg Index suite of tools.•In fiscal 2023, we reduced energy consumption in our stores by approximately 8%, as compared to fiscal 2022, through our Energy Management System.•As of February 3, 2024, 46% of our stores operate with LED lighting.

Social Impact

In step with our long-time partner Soles4Souls, we are helping to create sustainable jobs and provide relief through the distribution of shoes and clothing around the world, while giving shoes a second life and keeping them out of landfills longer. Our efforts and accomplishments in this space include:•We have donated over nine million pairs of shoes, including 1.7 million pairs during fiscal 2023, diverting them from landfills.•Through point-of-sale donations, we have collected and donated over $3 million to Soles4Souls, including over $2.1 million in fiscal 2023.•In fiscal 2023, 54 Designer Brands associates participated in Soles4Souls Global Experience trips, during which they had the opportunity to meet some of the incredible recipients of our shoe donations, experiencing firsthand the full cycle of the shoe donation process and the resulting impact of these donations.

Human Capital

Our associates are the heart and soul of everything we do. We are committed to being an exceptional place to work for our associates and continue to foster a diverse, equitable, and inclusive workplace, where all associates belong and can be their authentic selves. In fiscal 2023, Designer Brands achieved the following:•Received the Equality 100 Award earning the top score of 100 in the Human Rights Campaign (“HRC”) Foundation’s 2023-2024 Corporate Equality Index for the fourth year.•Recognized by Forbes as one of “The Best Employers for Diversity” for 2023.•Celebrated the grand opening of the JEMS by PENSOLE factory, one of the first black-owned footwear factories in the U.S., representing the culmination of Designer Brands’ $2 million investment focused on advancing action-oriented Diversity, Equity, and Inclusion (“DE&I”) through a partnership with Pensole Lewis College of Business & Design. In September 2023, Designer Brands launched the FIRST JEM, the inaugural shoe from JEMS by PENSOLE, in select DSW stores and online.

Compensation Highlights and Say-on-Pay

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles and shareholder interests. At the 2023 Annual Meeting of Shareholders, approximately 91.5% of the votes cast on the advisory say-on-pay vote on executive compensation were voted in favor of the proposal. We viewed the vote as a strong expression of our shareholders’ general satisfaction with the Company’s current executive compensation programs. We will continue to evaluate our executive compensation programs, taking into consideration shareholder feedback, including the results of this year’s say-on-pay vote.

Our Board recommends that shareholders vote to approve an advisory resolution on the compensation paid to the Company’s named executive officers (“NEOs”), as described in this Proxy Statement. For additional information regarding the compensation paid to the Company’s NEOs and our annual say-on-pay vote, see the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement and “Proposal 3 – Advisory Vote on the Compensation of Named Executive Officers.”

Compensation Objectives

We aim to (i) attract and retain highly qualified, experienced executive officers who can make significant contributions to our long-term business success; (ii) reward executive officers for achieving business goals and delivering strong performance; and (iii) align executive officer incentives with shareholder value creation.

Strong Governance Standards and Best Practices

The Human Capital and Compensation Committee of our Board is fully engaged to respond to the dynamic business environment in which we operate. As discussed in the CD&A section of this Proxy Statement, the Human Capital and Compensation Committee:

•Adapts our compensation programs as needed to match the needs of our business and the industry in which we operate;

•Fosters long-term shareholder value creation and pay-for-performance alignment;

•Focuses on attracting and retaining the top talent that is crucial to our business;

•Mitigates undue compensation-related risks;

•Conducts an annual say-on-pay advisory vote; and

•Regularly engages with shareholders on executive compensation.

Pay for Performance

We pay for performance. To incentivize our executive team to achieve our short-term and long-term goals, we allocate total direct compensation, consisting of salary, short-term and long-term incentives, to achieve (and pay for) performance. To this end, the total direct compensation of our NEOs for fiscal 2023 was allocated as follows (at target) among pay elements:

As an example of how variable pay serves to link pay and performance, because neither the short-term nor long-term performance goals set by the Company for fiscal 2023 were achieved, no short-term or long-term incentives were paid out to the executive team for fiscal 2023. For more information, please see “CD&A.”