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 2025 Annual Meeting to be held on June 18, 2025, at 1:00 p.m. Eastern Time via live audio cast at www.virtualshareholdermeeting.com/DBI2025. This Proxy Statement is first being mailed to the shareholders on or about May 5, 2025. 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.

2025 Annual Meeting of Shareholders

How to Attend

To participate in the virtual 2025 Annual Meeting, please visit www.virtualshareholdermeeting.com/DBI2025 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 Four Class III Director Nominees

The four Class III 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 III 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 2025. 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 2024 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 2024 Named Executive Officer compensation.

Business Overview – 2024 Highlights

We ended fiscal 2024 with a strong performance in the fourth quarter. Specifically, we were pleased with our return to positive comparable sales, for the first time in nine quarters, as results improved throughout the year with our business transformation taking greater hold. In the fourth quarter, given the inclusion of the 53rd week in fiscal 2023, we saw a 5% year-over-year decline in total sales. For the year, total Company sales were down roughly 2% to last year and comparable sales were down 1.7%, in line with our revised guidance.

Some fiscal 2024 highlights included:

•Net sales decreased 2.1% to $3.0 billion.

•Total comparable sales decreased by 1.7%.

•Gross profit decreased to $1.29 billion versus $1.32 billion last year, and gross margin was 42.7% compared to 43.1% last year.

•Reported net loss attributable to Designer Brands Inc. was $10.5 million, or loss per diluted share of $0.20.

As we enter fiscal 2025, we are in a period of macro uncertainty largely driven by the volatile implementation of tariff policy, directly impacting the costs of imported goods while also having a dampening effect on consumer sentiment and discretionary spending. We are monitoring these impacts on our business and will continue to make adjustments to our business in response to these macro conditions to navigate a course to more consistent top and bottom-line growth over the long-term.

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, three Class II directors, and four Class III directors. Directors serve for three-year terms, with one class of directors elected by our shareholders at each annual meeting. All four of the Class III directors are standing for election at the 2025 Annual Meeting. Your Board recommends that you vote “FOR” the election of each of the four Class III director nominees. See “Proposal 1 – Election of Directors.”

Current Board Snapshot

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 a wide range of backgrounds, experiences, and viewpoints, 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 chief executive officer (“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, artificial intelligence, and environmental, social, and governance risks)

•Independent directors meet regularly 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

2024 Shareholder Engagement

Engaging with our shareholders is critically important to our Board and management team. During fiscal 2024, 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 fewer resources and do more to reduce waste and our impact on the planet.

With a long history of giving back to the communities in which we live, serve 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 and empowering individual development and potential. We are passionate about our associates and continue our ongoing commitment to unity, inclusion and belonging, turning our values into action, and standing for the laces that tie us together.

Sustainability

We believe in the importance of helping to create a future where we use fewer resources and reduce our impact on the planet, making sustainable footwear more attainable. We are proud of our steps forward in this space, including the following achievements:•Since 2018, we have diverted over eleven million shoes from landfills by collecting post-consumer shoes in connection with our partnership with Soles4Souls.•In 2024, we continued the expansion of our sourced factory participation in the Higg Facility Environmental Module Assessment and the Footwear Distributors and Retailers of America’s (“FDRA”) Zero Waste to Landfill Program.•In fiscal 2024, we continued a key partnership that has resulted in 80% of our shoeboxes having certified recycled and Forest Stewardship Council (FSC) certified content.•In fiscal 2024, we completed 78 lighting retrofits to LED lighting, the most we have ever completed in a year. As of February 1, 2025, 62.5% of our stores operated 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 eleven million pairs of shoes, including 1.8 million pairs during fiscal 2024, diverting them from landfills.•Through point-of-sale donations, we have collected and donated over $4 million to Soles4Souls, including over $1.6 million in fiscal 2024.•In fiscal 2024, 45 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 aspire to be an exceptional place to work for our associates and continue to commit to unity, inclusion and belonging. In fiscal 2024, Designer Brands achieved the following:•Received the Equality 100 Award earning the top score of 100 in the Human Rights Campaign (“HRC”) Foundation’s 2024-2025 Corporate Equality Index for the fifth year.•Launched our We Belong associate training program aligning with our value of We Belong to create a more inclusive workplace.

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 2024 Annual Meeting of Shareholders, approximately 95% 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 2024 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 2024 were achieved, no short-term or long-term incentives were paid to the executive team for fiscal 2024. For more information, please see “CD&A.”