STEVEN MADDEN LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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Steven Madden, Ltd.

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April 7, 2025

DEAR SHAREHOLDERS,

2024 was a strong year for Steve Madden. Revenue grew 15% and adjusted diluted EPS increased 9% compared to 2023, demonstrating the power of our brands, the strength of our business model and our team’s disciplined execution of our strategy.

DEEPENING OUR CONNECTION WITH CONSUMERS

At Steve Madden, our top priority is always to win with product. In 2024, our teams leveraged our proven model – which combines talented design teams, a test-and-react strategy and an industry-leading speed-to-market capability – to create trend-right assortments across our various brands and product categories that resonated with consumers.

We supported these assortments with increased investment in our full-funnel marketing strategy, highlighted by our Fall global campaign for theSteve Madden brand: “Never Miss a Beat,” a love letter to our hometown of New York City featuring the iconic Deee-Lite song “Groove is in the Heart.” Together, this powerful combination of compelling product and impactful marketing enabled us to deepen our connection with consumers and drive results across our four key business drivers.

GROWING OUR INTERNATIONAL BUSINESS

Our first key driver is expanding in international markets. In 2024, international revenue grew 12% year-over-year. EMEA was a standout, with 18% growth – including a solid gain in Europe despite a challenging macroeconomic backdrop, strong expansion in the Middle East and exceptional growth in South Africa. In the Americas (excluding the U.S.), revenue grew 9%, including mid-single-digit gains in Canada and Mexico, as well as a contribution from our new joint venture in Latin America, which is off to a strong start.

We continued to transition from distributor to ownership models in key markets, forming majority-owned joint ventures in:

These transitions position us for greater long-term value creation in high-potential international markets.

EXPANDING OUTSIDE OF FOOTWEAR

Our second key driver is growing our non-footwear product categories of accessories and apparel. In 2024, accessories and apparel revenue increased 53% year-over-year, or 25% excluding Almost Famous, which we acquired in October 2023.

Highlights included:

DRIVING DIRECT-TO-CONSUMER, LED BY DIGITAL

Our third key driver is expanding our direct-to-consumer business, led by digital. In 2024, direct-to-consumer revenue reached

$550 million, up 9% year-over-year (or 5% on a comparable basis).

We remain focused on enhancing digital capabilities and elevating the consumer experience across our owned channels.

STRENGTHENING OUR CORE U.S. WHOLESALE FOOTWEAR BUSINESS

Our fourth key driver is strengthening our U.S. wholesale footwear business. While key retail partners remained cautious in their order patterns due to a continued focus on inventory management, we were pleased to return to growth in 2024, with revenue up 2% year-over-year.

RETURNING CAPITAL TO SHAREHOLDERS

In addition to delivering strong top- and bottom-line growth, we demonstrated our ongoing commitment to returning capital to shareholders with nearly $160 million in combined share repurchases and dividends in 2024. Since 2013, we’ve returned approximately $1.7 billion to shareholders.

ADDING A POWERFUL NEW GROWTH ENGINE

On February 13, 2025, we announced a definitive agreement to acquire Kurt Geiger. TheKurt Geiger London brand has delivered exceptional growth in recent years, as its unique brand image, distinctive design aesthetic and compelling value proposition have driven success across multiple categories, led by handbags.

The brand’s differentiated and elevated positioning – and its alignment with our strategic initiatives of expanding in international markets, accessories categories and direct-to-consumer channels – make it a highly attractive and complementary addition to our portfolio. We expect the transaction to close in Q2 2025.

LOOKING AHEAD

In summary, we delivered strong revenue and earnings growth in 2024, along with meaningful progress on our strategic initiatives. While 2025 presents headwinds – most notably, the impact of new tariffs on U.S. imports – we have a proven ability to navigate difficult market conditions and remain confident that the combination of our strong brands and proven business model – supplemented by a significant new growth driver in Kurt Geiger – will enable us to drive sustainable growth over the long term.

Thank you to our employees for their dedication, to our customers for their loyalty, and to you – our shareholders – for your continued support.

Sincerely,

Edward Rosenfeld

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2025

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Steven Madden, Ltd. (the “Company”) will be held on Wednesday, May 21, 2025, at 10:00 a.m. Eastern Time in a virtual-only format, for the purposes stated below:

Only stockholders of record at the close of business on March 28, 2025, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. Stockholders who own shares of the Company’s common stock beneficially through a bank, broker or other nominee will also be entitled to attend the Annual Meeting. To participate in the Annual Meeting atwww.virtualshareholdermeeting.com/SHOO2025, you must enter the 16-digit control number found on your proxy card or your Notice of Availability of Proxy Materials. Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the Annual Meeting by one of the methods described below. If you have voted over the Internet, by phone or by mail before the Annual Meeting, you do not need to vote again. Guests may listen to the Annual Meeting, but are not entitled to participate.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2025: 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 ATHTTP://WWW.PROXYVOTE.COM.

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 OVER THE INTERNET AS DESCRIBED ON THE ACCOMPANYING PROXY CARD.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this document regarding anticipated financial, business, legal or other outcomes, including business and market conditions, outlook and other similar statements relating to the Company’s future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “project,” “predict,” “plan,” “intend,” or “estimate,” “guidance,” and other similar expressions, or the negative of these expressions. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent our current beliefs, expectations, and assumptions regarding anticipated events and trends affecting our business, and industry based on information available as of the time such statements are made. We caution investors that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which may be outside of our control. Our actual results and financial condition may differ materially from those indicated in these forward-looking statements. As such, investors should not rely upon them. Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law.

Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings. Refer to “Risk Factors” under Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.

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PROXY STATEMENT