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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional materials

Soliciting Material Pursuant to § 240.14a-12

SKECHERS U.S.A., INC.

(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 


 

 

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SKECHERS U.S.A., INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders to Be Held on Monday, May 23, 2024

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Skechers U.S.A., Inc., a Delaware corporation, to be held on Thursday, May 23, 2024 at 12:00 p.m. Pacific Time. This year’s Annual Meeting will be held solely virtually via the Internet at www.virtualshareholdermeeting.com/SKX2024. You will not be able to attend the Annual Meeting in person.

Our Annual Meeting is being held for the following purposes:

1.
To elect the two nominees for election named in the enclosed proxy statement as members to the Board of Directors to serve for a three-year term as Class I Directors;
2.
To consider a stockholder proposal requesting our company to publicly disclose a timeline for measuring and disclosing our value chain emissions, if properly presented at the meeting; and
3.
To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors has set the close of business on March 26, 2024 as the record date for determining those stockholders who will be entitled to vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 23, 2024: The proxy statement and 2023 Annual Report are available in the SEC Filings section of the investor relations page of our corporate website at https://investors.skechers.com/financial-data/all-sec-filings and at www.proxyvote.com.

This year, we are continuing to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials, which include the Notice of Annual Meeting, our Proxy Statement, our 2023 Annual Report and a proxy card or voting instruction form. The Notice contains instructions on how to access those documents on the Internet and how to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials by mail. If you receive a paper copy of our proxy materials, you can cast your vote by completing the enclosed proxy card and returning it in the postage-prepaid envelope provided, or by utilizing the telephone or Internet voting systems. Returning a signed proxy card or submitting a proxy over the Internet or by telephone will not affect your right to vote at the virtual Annual Meeting. Please submit your proxy promptly to avoid the expense of additional proxy solicitation.

 


 

You are cordially invited to attend the Annual Meeting virtually, and if you plan to attend the Annual Meeting you must log in to www.virtualshareholdermeeting.com/SKX2024 using the 16-digit control number on the Notice, proxy card or voting instruction form that accompanied the proxy materials.

 

FOR THE BOARD OF DIRECTORS

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Philip G. Paccione, Corporate Secretary

Dated: April 11, 2024

Manhattan Beach, California

 

 


 

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SKECHERS U.S.A., INC.

PROXY STATEMENT

For Annual Meeting of Stockholders to be Held

May 23, 2024 at 12:00 p.m. Pacific Time

This proxy statement is delivered to you by Skechers U.S.A., Inc., a Delaware corporation (“we,” “us,” “our,” “our company” or “Skechers”), in connection with our Annual Meeting of Stockholders to be held on May 23, 2024 at 12:00 p.m. Pacific Time (the “Annual Meeting”). The Annual Meeting will be held solely virtually via the Internet at www.virtualshareholdermeeting.com/SKX2024. The Board of Directors of Skechers (the “Board”) is soliciting proxies to be voted at the Annual Meeting.

As permitted by the Securities and Exchange Commission (“SEC”), Skechers is providing most stockholders with access to our proxy materials over the Internet rather than in paper form. Accordingly, on or about April 11, 2024, we will mail to most stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials over the Internet and mail printed copies of the proxy materials to the rest of our stockholders. If you receive the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in our Proxy Statement and our 2023 Annual Report to Stockholders. The Notice also instructs you on how to submit your proxy via the Internet. If you receive the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

YOUR VOTE IS VERY IMPORTANT.

If a proxy is duly granted and returned over the Internet, by telephone or by mailing a proxy card in the accompanying form, the shares represented by the proxy will be voted as directed. If no direction is given, the shares represented by the proxy will be voted FOR the election of the nominees for director named herein and AGAINST the stockholder proposal. Any proxy given pursuant to this solicitation may be revoked at any time prior to its exercise by notifying our Corporate Secretary, Philip Paccione, in writing of such revocation, by duly executing and delivering another proxy bearing a later date, by submitting another proxy by telephone or via the Internet (your latest telephone or Internet voting instructions are followed) or by attending and voting at the virtual Annual Meeting. If your shares are held in street name and you want to change your vote, please contact your broker, bank or other nominee to find out how to do so. We will incur the cost of this solicitation of proxies. In addition, our officers and other regularly engaged employees may, in a limited number of instances, solicit proxies. We will reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending proxy materials to beneficial owners of our Class A Common Stock and Class B Common Stock.

Shares Outstanding and Quorum

Holders of our Class A Common Stock and Class B Common Stock of record at the close of business on March 26, 2024 will be entitled to vote at the Annual Meeting. There were 135,954,976 shares of Class A Common Stock and 20,181,683 shares of Class B Common Stock outstanding on that date. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes, the shares of Class A Common Stock and Class B Common Stock vote together as a single class on all matters upon which stockholders have the right to vote, and the presence virtually or by proxy of holders of a majority of the combined voting interest of the outstanding shares of Class A Common Stock and Class B Common Stock is necessary to constitute a quorum for the Annual Meeting. A quorum must be established to consider any matter. Your shares will be accounted as

 


 

present at the Annual Meeting if you are present at the virtual Annual Meeting or have properly submitted a proxy card by mail or submitted a proxy by telephone or over the Internet.

How You Can Vote

You may vote by attending the Annual Meeting and voting at the virtual meeting or you may vote by submitting a proxy. If you are the record holder of your stock, you may vote by submitting your proxy via the Internet, by telephone or through the mail.

To vote via the Internet, follow the instructions on the Notice or go to the Internet address stated on your proxy card. To vote by telephone, call the number on your proxy card. If you receive only the Notice, you may follow the procedures outlined in the Notice to request a proxy card.

As an alternative to voting by telephone or via the Internet, you may vote by mail. If you receive only the Notice, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. If you receive a paper copy of the proxy materials and wish to vote by mail, simply mark your proxy card, date and sign it and return it in the postage-prepaid envelope. If you do not have the postage-prepaid envelope, please mail your completed proxy card to the following address: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you hold your shares of our Class A Common Stock in street name you will receive the Notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions via the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of our Proxy Statement and proxy card by following the instructions on the Notice provided by your broker, bank or other nominee.

The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 22, 2024. Stockholders who submit a proxy via the Internet should be aware that they may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by such stockholders. Stockholders who submit a proxy via the Internet or by telephone need not return a proxy card or the form forwarded by your broker, bank or other nominee by mail.

Attending and Voting at the Virtual Annual Meeting

The Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/SKX2024. You will not be able to attend the Annual Meeting in person.

Access to the Annual Meeting. The live audio webcast of the Annual Meeting will begin at 12:00 p.m. Pacific Time. Online access to the webcast will open approximately 30 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time.

Log-in Instructions. Stockholders will need to log-in to www.virtualshareholdermeeting.com/SKX2024 using the 16-digit control number on the Notice, proxy card or voting instruction form to attend the Annual Meeting.

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Submitting Questions at the Annual Meeting. Stockholders may submit questions and vote on the day of, or during, the Annual Meeting on www.virtualshareholdermeeting.com/SKX2024. To demonstrate proof of stock ownership, you will need to enter the 16-digit control number received with your Notice, proxy card or voting instruction form to submit questions and vote at our Annual Meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to Skechers and that are submitted in accordance with the Rules of Conduct for the Annual Meeting, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be answered only once. To promote fairness, efficient use of our resources and ensure all stockholder questions are able to be addressed, we will respond to no more than three questions from a single stockholder.

Technical Assistance. Beginning 30 minutes prior to the start of and during the virtual Annual Meeting, we will have support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log-in page at www.virtualshareholdermeeting.com/SKX2024.

Voting shares prior to and at the virtual Annual Meeting. Stockholders may vote their shares at www.proxyvote.com prior to the day of the virtual Annual Meeting or at www.virtualshareholdermeeting.com/SKX2024 on the day of and during the virtual Annual Meeting. If you are a beneficial owner, you must submit a legal proxy from your broker or other nominee as the record holder and a letter from your broker or other nominee showing that you were the beneficial owner of your shares on the Record Date.

Counting of Votes

Pursuant to Proposal No. 1, the two candidates for director receiving the most “For” votes of the votes entitled to be voted at the Annual Meeting will become directors of Skechers. Because directors are elected by a plurality of the votes cast, a “Withhold” vote as to Proposal No. 1 will not have any effect on the election of directors as long as one vote is cast for each director nominee. Stockholders may not cumulate their votes. Proposal No. 2 is a stockholder proposal requesting our company to publicly disclose a timeline for measuring and disclosing our value chain emissions. Proposal No. 2 will be considered as having passed if it receives the affirmative “For” vote of a majority of voting interest of the shares of Class A Common Stock and Class B Common Stock virtually present or represented by proxy and entitled to vote on each such proposal at the Annual Meeting. Proxies marked “Abstain” as to Proposal No. 2 will have the same effect as a vote cast against it.

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. With respect to our 2024 Annual Meeting, brokers are not permitted to vote on either of Proposal Nos. 1 and 2 without instructions from the beneficial owner. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting and will not be counted in determining whether there is a quorum.

3


 

Householding

The SEC has adopted rules that permit companies and intermediaries such as banks and brokers to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single proxy statement or Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate copies of our Notice or proxy statement and annual report, please notify your bank or broker, direct your written request to Investor Relations, Skechers U.S.A., Inc., 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266, or contact our investor relations advisory firm, Addo Communications, by telephone at (310) 829-5400. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker.

Our principal executive office is located at 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266.

4


 

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes, with each director serving a three-year term and until their successors is duly elected and qualified or until their death, resignation or removal. One class of directors is elected annually at our annual meeting of stockholders. Our bylaws provide for a variable Board of Directors with between five and eleven members. We currently have eight members on our Board of Directors. Our bylaws give the Board of Directors the authority to increase or decrease the number of directors without the approval of our stockholders, and our bylaws also give our stockholders the authority to increase or decrease the size of our Board of Directors. The nominees for election to our Board of Directors at our 2024 Annual Meeting of Stockholders are Robert Greenberg and Morton Erlich. For more information regarding our nominees, please see “Information Concerning Director Nominees” below.

Unless otherwise directed by stockholders, within the limits set forth in our bylaws, the proxy holders will vote all shares represented by proxies held by them for the election of Robert Greenberg and Morton Erlich, who are director nominees and are currently members of the Board of Directors. We have been advised by Robert Greenberg and Morton Erlich of their availability and willingness to serve if re-elected. In the event that either of Robert Greenberg or Morton Erlich becomes unavailable or unable to serve as a member of the Board of Directors prior to the voting, the proxy holders will refrain from voting for them or will vote for a substitute nominee in the exercise of their best judgment.

The Board of Directors recommends a vote FOR each of these director nominees.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5


 

PROPOSAL NO. 2

 

STOCKHOLDER PROPOSAL REQUESTING OUR COMPANY TO PUBLICLY DISCLOSE A TIMELINE FOR MEASURING AND DISCLOSING OUR VALUE CHAIN EMISSIONS

 

As You Sow, on behalf of the Laird Norton Family Foundation, which is a beneficial owner of at least $25,000 worth of our Class A Common Stock, submits the following resolution to stockholders for approval at the Annual Meeting, if properly presented. We will provide the proponents’ share ownership and address, as available, to any stockholder promptly upon request to our General Counsel by calling 310-318-3100 or sending a request to Skechers U.S.A., Inc., 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266. The text of the proponents’ resolution and supporting statement appear below, printed verbatim from its submission. We disclaim all responsibility for the content of the proposal and the supporting statement, including sources referenced therein.

WHEREAS: The Intergovernmental Panel on Climate Change reports that immediate and significant emissions reductions are required of all market sectors to stave off the worst consequences of climate change.1In response to the climate crisis, investors are seeking transparent climate-related risk disclosures from companies, including greenhouse gas (GHG) emissions disclosures, to inform their investment decision-making.

Skechers USA, Inc. is one of the largest footwear brands in the world.2 According to the United Nations Environment Program, the fashion industry accounts for roughly ten percent of global carbon dioxide emissions.3 As much as 96% of the total emissions of fashion brands come from their value chain,4 and, as McKinsey notes, supply chain decarbonization is becoming a reputational imperative for businesses.5

Supply chain disruptions are one of the largest climate-related risks facing retailers, and the National Retail Federation warns that companies who do not address supply chain climate risk “potentially face significant losses.”6 Despite identifying climate risks, including impacts from “natural disasters or other catastrophic events” on its supply chain, as a material risk to the Company’s business,7 Skechers does not disclose value chain, or Scope 3, GHG emissions, and has no emissions reductions targets.8

Skechers significantly lags nearly all its major competitors in addressing climate risk. Deckers Brands, Puma, Adidas, Nike, Under Armour, and VF Corporation have all set reduction targets for their value chain emissions and validated these targets through the Science Based Targets initiative.9 While Skechers states that it has plans to “begin undertaking efforts” to measure value chain emissions “in the future,”10 it has released no timeline for its efforts to measure and disclose value chain emissions, leaving investors without critical information regarding the Company’s efforts to mitigate climate risk.

By publicly releasing a timeline for measuring and disclosing its value chain emissions, Skechers can align with peers and assure investors that it is addressing the growing regulatory, competitive, and physical supply chain risks associated with climate change.

RESOLVED: Shareholders request Skechers publicly disclose a timeline for measuring and disclosing its value chain emissions.

SUPPORTING STATEMENT:

Proponents suggest, at management's discretion, the Company:

• Provide a rationale and threshold criteria for determining if any emissions categories are deemed to be not relevant; and

• Provide annual public updates on the Company’s efforts to quantify its value-chain emissions, including information on efforts to engage with its suppliers.


 

6


 

1.
https://www.ipcc.ch/report/ar6/syr/downloads/report/lPCC_AR6_SYR_FullVolume.pdf, p.20
2.
https://investors.skechers.com/press-releases/detail/603/skechers-announces-third-guarter-2023-flnancial-results-and
3.
https://www.bloomberg.com/graphics/2022-fashion-industry-environmental-impact/?sref=TtrRgti9
4.
https://www.reuters.com/sustainability/climate-energy/despite-climate-pledges-fashion-brands-way-off-track-cuttingcarbon-catwalk-2023-07-31/
5.
https://www.mckinsey.com/capabilities/operations/our-insights/making-supply-chain-decarbonization-happen
6.
https://nrf.com/topics/sustainability/esg-tool-kit/climate-and-climate-related-risk-retail-industry
7.
https://www.sec.gov/Archives/edgar/data/1065837/000156459023002740/skx-10k_20221231.htm#ITEM_1A_RISK_FACTORS, p. 10
8.
https://about.skechers.com/wp-content/uploads/2023/04/Skechers-Impact-Report-2022.pdf,p.13
9.
https://sciencebasedtargets.org/companies-taking-action
10.
https://about.skechers.com/wp-content/upioads/2023/04/Skechers-lmpact-Reoort-2022.pdf,p. 15

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BOARD OF DIRECTORS OPPOSITION STATEMENT

The Board of Directors has carefully considered the proponents’ proposal and believes that its general requirements are already addressed in Skechers’ Impact Report, first published in 2023. This report, which is available in the Impact Section of the Investors Relations page of our corporate information website located at https://about.skechers.com/social-responsibility/, clearly articulates our environmental, social and governance (“ESG”) priorities as well as estimates of our scope 1 and 2 greenhouse gas emissions for 2020 and 2021. In 2024, Skechers plans to publish its second Impact Report, providing updates to our ESG priorities as well as estimates of our scope 1 and 2 greenhouse gas emissions for 2022 and 2023. Further, this updated report will reflect our efforts to complete a global double-materiality assessment, in order to ascertain the relevance of ESG-related topics to our company’s stakeholders.

As we stated last year, Skechers will continue to strive for meaningful, enduring change that will be impactful to our customers, employees, communities, and stockholders. We are supportive of the footwear and apparel industry’s efforts to responsibly steward our business and our environmental impact. However, we do not believe the proponents’ proposal is necessary in light of our published Impact Report or in the best interest of our ESG objectives.

 

The Board of Directors recommends a vote AGAINST the shareholder proposal requesting our company to publicly disclose a timeline for measuring and disclosing our value chain emissions.

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BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

For each director nominee and director, set forth below is his or her name, age, tenure as a director of our company, and a description of his or her principal occupation, other business experience, public company and other directorships held during the past five years. The specific experiences, qualifications, attributes and skills that led the Board of Directors to conclude that each nominee should serve as a director at this time are described below.

Information Concerning Director Nominees

 

Name

 

Age

 

Class and Year
in Which Term Will
Expire if Re-elected

 

Position

Robert Greenberg

 

84

 

Class I (2027)

 

Chairman of the Board and

 

 

 

 

 

 

Chief Executive Officer

Morton Erlich

 

79

 

Class I (2027)

 

Director

Robert Greenberg has served as our Chairman of the Board and Chief Executive Officer since October 1993.

Mr. Greenberg is uniquely qualified to serve on and lead our Board of Directors with over 40 years of experience in the footwear industry, primarily in branding and product design, including over 30 years as our founder, leader and one of our largest stockholders since our inception in 1992.

Morton Erlich has served as a member of our Board of Directors since January 2006 and has been an independent investor and consultant since October 2004. From October 2013 to March 2024, Mr. Erlich served as a member of the board of directors of American Vanguard Corporation. Mr. Erlich worked for 34 years at KPMG LLP including 24 years as an audit partner until retiring in September 2004. His last position at KPMG LLP was Managing Partner of the office in Woodland Hills, California. Mr. Erlich is currently a member of the Board of Governors of the City of Hope.

Mr. Erlich’s qualifications to serve on our Board include 34 years of accounting and finance experience at KPMG LLP and being licensed as a certified public accountant in California since 1974. His license has been inactive since 2006. While a partner with KPMG LLP, Mr. Erlich served as lead audit partner for numerous companies in a variety of industries including companies in consumer markets, manufacturing, distribution and retail sectors. His accounting and finance experience includes expertise with various types of transactions such as bank lines of credit, debt financings, equity financings including public offerings, and mergers and acquisitions.

Directors Not Standing for Election

The members of the Board of Directors who are continuing and not standing for election at this year’s Annual Meeting are set forth below.

 

Name

 

Age

 

Class and Year
in Which Term Will
Expire

 

Position

Michael Greenberg

 

61

 

Class II (2025)

 

President and Director

David Weinberg

 

73

 

Class II (2025)

 

Chief Operating Officer, Executive Vice President and Director

Zulema Garcia

 

50

 

Class II (2025)

 

Director

Katherine Blair

 

54

 

Class III (2026)

 

Director

Yolanda Macias

 

58

 

Class III (2026)

 

Director

Richard Siskind

 

78

 

Class III (2026)

 

Director

Michael Greenberg has served as our President and a member of our Board of Directors since our company’s inception in 1992, and from June 1992 to October 1993, he served as our Chairman of the Board.

Mr. Greenberg’s qualifications to serve on our Board include over 35 years of experience in the footwear industry, specifically in sales, including his leadership as President of our company for over 30 years.

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David Weinberg has served as our Chief Operating Officer since January 2006, as our Chief Financial Officer from September 2009 to November 2017 and from October 1993 to January 2006, and as Executive Vice President and a member of our Board of Directors since July 1998.

Mr. Weinberg’s qualifications to serve on our Board include over 30 years of experience in the footwear industry, specifically in finance and operations, including more than 20 years as our Chief Financial Officer and over 15 years as our Chief Operating Officer.

Zulema Garcia has served as a member of our Board of Directors since December 2021. She joined Herbalife in October 2019, serving as Senior Vice-President of Worldwide Spend Management since August 2023 and serving as Senior Vice-President of Internal Audit from October 2019 to August 2023. Prior to that, she worked at KPMG LLP for 24 years, including 11 years as an audit partner until September 2019. While at KPMG, she spent two years in the professional practice group in KPMG’s New York office focusing on a various accounting, audit and SEC reporting matters. She also served as Diversity Co-Partner Champion for KPMG’s Audit Practice in the United States and KPMG’s Diversity Advisory Group. Ms. Garcia currently serves on the Board of Trustees of Mount St. Mary’s University in Los Angeles. Ms. Garcia received her bachelor’s degree in business administration, with an emphasis in accounting, from Mount St. Mary’s University.

 

Ms. Garcia’s qualifications to serve on our Board include over 25 years of accounting and finance experience and being licensed as a certified public accountant in California and New York. As Senior Vice President of Internal Audit at Herbalife, her responsibilities included overseeing worldwide financial, operational, and IT internal audit activities for Herbalife. While at KPMG, Ms. Garcia provided financial statement audit, audit of internal control over financial reporting (SOX 404), performance improvement consulting, equity financings including initial public offerings, and mergers and acquisitions services to SEC registrants and private companies in a variety of industries including retail, consumer products, manufacturing, industrial, and biopharmaceutical products.

Katherine Blair has served as a member of our Board of Directors since May 2019. Ms. Blair has also served as a member of the board of directors of Impac Mortgage Holdings, Inc. since December 2019. Since April 2014, she has been a partner at Manatt, Phelps & Phillips, LLP in Los Angeles, and prior to that was a partner at K&L Gates LLP. Ms. Blair’s practice focuses on corporate, securities and transactional matters and advising executive officers, general counsel and directors on corporate governance, SEC reporting and compliance, public and private securities offerings, as well as mergers and acquisitions.

Ms. Blair is a member of the Board of Governors of the USC Institute of Corporate Counsel, previously serving as co-chair, and previously served as Chair of the Business Law Section of the Los Angeles County Bar Association and as an officer of the Corporations Committee of the Business Law Section of the California Lawyers Association. Ms. Blair holds an undergraduate degree from the University of California, San Diego and a J.D., cum laude, from Pepperdine University School of Law.

Ms. Blair’s qualifications to serve on our Board include over 25 years in practice as a corporate securities lawyer advising public companies, including corporate, governance, reporting and transactional matters.

Yolanda Macias has served as a member of our Board of Directors since April 2022. Since December 2020, Ms. Macias has been Chief Content Officer at Cineverse Corp. (Nasdaq:CNVS), formerly known as Cinedigm Entertainment Group (Nasdaq:CIDM), and from October 2013 to December 2020, she was an Executive Vice President at Cinedigm, where her responsibilities include acquiring global content rights for all distribution and streaming platforms and overseeing all digital and physical sales and marketing. Prior to 2013, Ms. Macias held various positions at Gaiam Inc., Vivendi Entertainment, which was a division of Universal Music Group, DirecTV, Inc., Technicolor and The Walt Disney Company. Ms. Macias currently serves on the Board of Directors and the Executive Committee of C5LA, which is a non-profit organization that helps under-resourced, high potential youth to enroll and to succeed in college. She also serves on the Advisory Board for The Digital Entertainment Group’s Canon Club, which is dedicated to supporting women in entertainment and technology. Ms. Macias received her Bachelor of Science degree in business administration with a concentration in finance from California State University, Northridge, and her Master of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University.

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Ms. Macias’ qualifications to serve on our Board include over 30 years of experience in the media and distribution sectors, establishing and executing content and sales strategies to facilitate the growth and success of companies and their shareholders in the entertainment, distribution, streaming and technology industries.

Richard Siskind has served as a member of our Board of Directors since June 1999. Since he founded R. Siskind & Company in 1991, Mr. Siskind has served as its Chief Executive Officer and a member of its board of directors. R. Siskind & Company is a business that purchases brand name men’s and women’s apparel and accessories and redistributes those items to off-price retailers. R. Siskind & Company also controls other companies that have licenses and distribution agreements for various brands.

Mr. Siskind’s qualifications to serve on our Board include over 45 years of experience as chief executive officer of various companies in the consumer retail sector, including four years as Chief Executive Officer and six years as a board member of Magic Lantern Group, a publicly traded apparel company, and over 30 years as founder, Chairman of the Board and Chief Executive Officer of R. Siskind & Company. Mr. Siskind’s experience with consumer retail businesses includes expertise with business planning, operations, finance, inventory control, acquisitions and licenses.

Executive Officers

The following table sets forth certain information with respect to our executive officers who are not also members of our Board of Directors. For information concerning Robert Greenberg, see “Information Concerning Director Nominees” above, and for information concerning Michael Greenberg and David Weinberg, see “Directors Not Standing for Election” above.

Name

 

Age

 

Position

John Vandemore

 

50

 

Chief Financial Officer

Philip Paccione

 

62

 

General Counsel, Corporate Secretary and
Executive Vice President of Business Affairs

Mark Nason

 

62

 

Executive Vice President of Product Development

 

John Vandemore has served as our Chief Financial Officer since November 2017. Previously, he served as Executive Vice President, Divisional Chief Financial Officer of Mattel, Inc., from 2015 until 2017, and he served as Chief Financial Officer and Treasurer of International Game Technology from 2012 until 2015. Prior to 2012, Mr. Vandemore held various positions at The Walt Disney Company, AlixPartners, Goldman Sachs, and PricewaterhouseCoopers. Since December 2016, Mr. Vandemore has served as a member of the board of directors of Inspired Entertainment. Mr. Vandemore earned a Bachelor of Business Administration degree with a major in Accountancy from the University of Notre Dame and a Master of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University.

Philip Paccione has served as our Executive Vice President of Business Affairs since February 2000, as our Corporate Secretary since July 1998 and as our General Counsel since May 1998.

Mark Nason has served as our Executive Vice President of Product Development since March 2002. From January 1998 to March 2002, Mr. Nason served as our Vice President of Retail and Merchandising, and from December 1993 to January 1998, he served as our Director of Merchandising and Retail Development.

Robert Greenberg is the father of Michael Greenberg; other than the foregoing, no family relationships exist among any of our executive officers or directors.

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Skills, Qualifications and Experience of Directors

The table below summarizes the key skills, qualifications and experience that the Board of Directors considered for each director nominee and each director continuing to serve on our Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our directors’ biographies describe each director’s background and relevant experience in more detail.

 

Director

 

Leadership

 

Industry

 

Finance/Risk
Management

 

Corporate
Governance

 

Digital/
Technology

 

Marketing

 

Diversity

Katherine Blair

 

 

 

 

 

 

 

 

 

 

Morton Erlich

 

 

 

 

 

 

 

 

 

 

 

Zulema Garcia

 

 

 

 

 

 

 

 

 

 

Michael Greenberg

 

 

 

 

 

 

 

 

 

 

Robert Greenberg

 

 

 

 

 

 

 

 

 

 

 

Yolanda Macias

 

 

 

 

 

 

 

 

 

Richard Siskind

 

 

 

 

 

 

 

 

 

 

 

David Weinberg

 

 

 

 

 

 

 

 

 

 

 

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board of Directors, Committees of the Board and Attendance at Meetings

Our Corporate Governance Guidelines were adopted by our Board of Directors as of April 28, 2004 to assist the Board in the exercise of its responsibilities. The Corporate Governance Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision making both at the Board and management levels, with a view to enhancing long-term stockholder value. The Corporate Governance Guidelines are posted in the Corporate Governance section of the Investor Relations page of our corporate information website located at https://investors.skechers.com/corporate-governance/governance-documents. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement.

Our Board of Directors met five times in 2023, and all directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of the Board on which the director served. While we do not have a policy requiring our directors to attend our Annual Meeting of Stockholders, all directors attended the Annual Meeting of Stockholders held in 2023.

The Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The table below provides current membership and meeting information for 2023 for each of the committees. Each of the members of these committees is independent as defined by Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual (collectively, the “NYSE Rules”), and each member of the Audit Committee is independent as defined by Section 10A(m)(3) of, and Rule 10A-3(b) under, the Exchange Act.

 

Name

 

Audit
Committee

 

Compensation
Committee

 

Nominating and
Governance
Committee

Katherine Blair

 

 

 

 

Morton Erlich

 

 

 

 

Zulema Garcia

 

 

 

 

Yolanda Macias

 

 

 

 

 

Richard Siskind

 

 

 

 

Total Meetings in 2023

 

7

 

7

 

2

 

† Committee Chairperson

Each of these committees acts under a written charter that complies with the applicable NYSE Rules and SEC rules. The functions performed by the committees are summarized below and are set forth in greater detail in their respective charters. The complete text of the charter for each committee can be found in the Corporate Governance section of the Investor Relations page of our corporate information website located at https://investors.skechers.com/corporate-governance/governance-documents, and copies are available in print, without charge, upon written request to our Corporate Secretary at Skechers U.S.A., Inc., 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement.

Director Independence

Our Board of Directors, consisting of eight members, has affirmatively determined that five of its members are independent as defined by Section 303A.02 of the NYSE Rules. These directors are Katherine Blair, Morton Erlich, Zulema Garcia, Yolanda Macias and Richard Siskind. The Board of Directors made this affirmative determination regarding these directors’ independence based on discussions with the directors and on its review of the directors’ responses to a questionnaire regarding employment and compensation history; affiliations, family and other relationships; and transactions with our company, its subsidiaries and affiliates. The Board considered relationships and transactions between each director or any member of his or her immediate family and our company and its subsidiaries and affiliates, as reported in the section entitled “Transactions with Related Persons” in this proxy statement. The purpose of the Board of Director’s review with respect to each director was to determine

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whether any such relationships or transactions were inconsistent with a determination that the director is independent under the NYSE Rules.

Board Leadership Structure

Robert Greenberg currently serves as both Chairman of the Board and Chief Executive Officer of our company. We believe combining the roles of Chairman and Chief Executive Officer is currently the appropriate leadership model for our company as it provides for clear accountability and efficient and effective leadership of our business. Mr. Greenberg’s knowledge regarding our operations and the industries and markets in which we compete positions him to best identify matters for Board review and deliberation. The dual role serves as a bridge between management and the Board of Directors that enables Mr. Greenberg to provide his insight and direction on important strategic initiatives to both groups, ensuring that they act with a common purpose. As our founder and one of our largest stockholders, with beneficial ownership of approximately 53.3% of the aggregate number of votes eligible to be cast by our stockholders and the ability to exert significant influence over matters requiring approval by our stockholders, we believe Mr. Greenberg is the appropriate person to lead both our Board of Directors and the management of our company.

To further strengthen our corporate governance structure and provide independent oversight of our company, our Board of Directors appointed Morton Erlich as our Lead Independent Director for a five-year term, effective as of April 1, 2022. The Lead Independent Director acts as a liaison between the non-management directors on our Board and Robert Greenberg and the other members of our management team, chairs and presides over regularly held executive sessions without our management present, and performs other functions as requested by the non-management directors. Executive sessions are typically held in conjunction with regularly scheduled Audit Committee meetings and Board meetings, and additional sessions may be called by the Lead Independent Director in his own discretion or at the request of the Board of Directors.

Role of Board in Risk Oversight

Our Board of Directors is responsible for the oversight of risk management. The Board of Directors delegates much of this responsibility to the various committees of the Board. The Audit Committee is responsible for inquiring of management, our Vice President of Internal Audit and our independent registered public accounting firm about our financial reporting processes, internal controls and policies with respect to financial risk assessment and management. The Compensation Committee oversees risks related to our human capital and compensation programs and the Nominating and Governance Committee is responsible for reviewing regulatory and other ESG and corporate compliance risks. The Board is advised by the committees of significant risks and management’s response via periodic updates.

Audit Committee

Morton Erlich, Chairperson of the Audit Committee, and Zulema Garcia are “audit committee financial experts” as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. The Audit Committee is responsible for overseeing and evaluating (i) the quality and integrity of our financial statements, (ii) the performance of our internal audit and internal control functions in addition to financial risk assessment and management applicable to our company, (iii) our policies and procedures regarding transactions with related persons, as described in greater detail below in the section entitled “Transactions with Related Persons” in this proxy statement, (iv) the appointment, compensation, independence and performance of our independent registered public accounting firm, and (v) our compliance with legal and regulatory requirements.

Compensation Committee

The Compensation Committee is responsible for (i) discharging the Board’s responsibilities relating to compensation of our executive officers, (ii) overseeing the administration of our executive compensation plans, (iii) reviewing and discussing with our management the Compensation Discussion and Analysis required by the applicable SEC rules and recommending to the Board whether such disclosure should be included in our proxy statement, (iv) overseeing risks related to our compensation programs, (v) the appointment, compensation,

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independence and performance of the Compensation Committee’s independent compensation advisor, and (vi) producing a report on executive compensation for inclusion in our proxy statement in accordance with the applicable rules of the SEC. This includes reviewing and approving the annual compensation of our Chief Executive Officer and other Named Executive Officers, reviewing and making recommendations to the Board with respect to executive compensation plans, including incentive compensation and equity-based compensation, and reviewing and approving performance goals and objectives with respect to the compensation of our Chief Executive Officer and other Named Executive Officers consistent with our executive compensation plans. Since 2020, the Compensation Committee has retained the services of an independent compensation advisor, FW Cook, to advise on certain matters related to executive compensation. After review and consultation with FW Cook, the Compensation Committee determined that FW Cook is independent and there is no conflict of interest resulting from retaining FW Cook pursuant to applicable SEC and NYSE rules. For additional information on the roles of FW Cook, our Chief Executive Officer and other members of management in recommending the form or amount of executive compensation, see “Compensation Discussion and Analysis—Oversight Responsibilities for Executive Compensation” in this proxy statement.

Compensation Committee Interlocks and Insider Participation. None of the members of our Compensation Committee has ever been an employee or officer of our company or any of its subsidiaries. None of the members of our Compensation Committee has had a transaction since January 1, 2023 involving our company with value in excess of $120,000 in which any related person had a direct or indirect material interest. None of our executive officers has served or currently serves on the board of directors or on the compensation committee of any other entity, which has officers who served on our Board of Directors or Compensation Committee during the fiscal year ended December 31, 2023.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for (i) developing and recommending to our Board of Directors the criteria for selecting directors and assessing director independence, (ii) identifying and recommending qualified candidates as director nominees for election to the Board, (iii) considering and making recommendations to the Board regarding its size and composition, director assignments as Lead Independent Director and to the other Board committees, the appointment of a chairperson for each of the Board committees, and committee structure, operations and reporting to the Board, (iv) overseeing the evaluation of our management, the Board and its committees, including, in consultation with the Compensation Committee, the performance evaluation of our Chairman and CEO against approved goals and objectives, (v) developing, reviewing and reassessing the corporate governance guidelines applicable to our company, (vi) reviewing, making recommendations and providing oversight with respect to our strategy, initiatives, policies and risks concerning environmental, social and governance matters, including significant issues of business ethics and corporate responsibility, and (vii) reviewing regulatory and other corporate compliance risks applicable to us.

Director Nominations

In the event of a vacancy on our Board of Directors, the Nominating and Governance Committee identifies and evaluates director candidates by seeking recommendations from our Board members, management and others, and meeting from time to time to evaluate potential candidates’ biographical information and qualifications and interviews of selected candidates by members of the committee and other directors. In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, the Nominating and Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. While the Nominating and Governance Committee has not established specific minimum qualifications for director nominees, the committee believes that candidates and nominees must comprise a board of directors who possess as a whole: personal and professional integrity, ethics and values; experience in corporate management and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company; experience in our company’s industry; and practical and mature business judgment, including the ability to make independent analytical inquiries. The committee considers the statutory requirements applicable to the composition of the Board and its committees, including independence requirements of the NYSE. Our Board of Directors ultimately determines the director nominees approved for inclusion on the proxy card for each annual meeting of stockholders.

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Our Nominating and Governance Committee considers diversity when identifying and evaluating director nominees, and we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a diverse mix of experience, knowledge and skills that will best allow our Board to fulfill its responsibilities including oversight of our business. Consistent with the committee’s charter, when identifying director nominees, the committee considers general principles of diversity and does so in the broadest sense. The committee considers diversity to include gender and ethnicity, age, skills and experience in the context of the needs of the Board as well as viewpoint, individual characteristics, qualities and skills resulting in the inclusion of varying perspectives among the directors. The committee also considers whether these capabilities and characteristics will enhance and complement the full Board of Directors so that, as a unit, the Board of Directors possesses the appropriate skills and experience to oversee our company’s business and serve the long-term interests of our stockholders. In particular, the committee considers gender and underrepresented group status when evaluating director nominees and has committed to including women and underrepresented candidates in the pool from which future candidates are selected. The Board of Directors currently includes three women and two members of underrepresented groups.

The Nominating and Governance Committee will consider candidates recommended by stockholders for nomination for election as directors. The committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying the same criteria, as it follows for candidates recommended by our Board members, management and others. Stockholders wishing to submit recommendations must provide the following information by written notice to the attention of our General Counsel by certified or registered mail:

• As to each person whom the stockholder proposes to recommend as a candidate for election as a director:

• the name, age, business address and residential address of the candidate;

• the principal occupation or employment of the person;

• the class and number of shares of our stock that are beneficially owned by the candidate; and

• the candidate’s consent to be named in the proxy statement as a nominee and to serve as a director if elected.

• As to the stockholder recommending a candidate for director:

• the name and address, as they appear on our stock transfer books, of the stockholder and of the beneficial owners, if any, of the stock registered in the stockholder’s name and the name and address of other stockholders known by the stockholder to be supporting the candidate; and

• the class and number of shares of our stock beneficially owned (i) by the stockholder and the beneficial owners, if any, and (ii) by any other stockholders known by the stockholder to be supporting such candidates.

To be considered for the 2025 Annual Meeting, nominations for director candidates must be received at our principal office within the time period set forth below under the section “Nominations and Stockholder Proposals for 2025 Annual Meeting” in this proxy statement. Stockholders are also advised to review our bylaws, which contain additional requirements with respect to nominations for director candidates.

Code of Business Conduct and Ethics and Corporate Code of Conduct

Our Code of Business Conduct and Ethics and our Corporate Code of Conduct, which applies to all directors, officers and employees, were adopted by our Board of Directors as of April 28, 2004 and are amended by the Board from time to time, including February 2024 with respect to the Code of Business Conduct and Ethics. The purpose of the Code of Business Conduct and Ethics and the Corporate Code of Conduct is to promote honest and ethical conduct. The Code of Business Conduct and Ethics and the Corporate Code of Conduct are posted in the Corporate Governance section of the Investor Relations page of our corporate information website located at https://investors.skechers.com/corporate-governance/governance-documents. We intend to promptly post any amendments to or waivers of the Code of Business Conduct and Ethics and the Corporate Code of Conduct on our website. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement.

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Stockholder Communications with the Board of Directors

Stockholders and other interested parties who wish to contact our Lead Independent Director, Morton Erlich, or any of our other directors either individually or as a group may do so by writing to them c/o Philip Paccione, Corporate Secretary, Skechers U.S.A., Inc., 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266. Each writing should specify whether the communication is directed to our entire Board of Directors, to only the non-management directors or to a particular director. Copies of written communications received at such address will be provided to the Board of Directors or the relevant director unless such communications are considered, in the reasonable judgment of our Corporate Secretary, to be inappropriate for submission to the intended recipient(s). Examples of communications that would be considered inappropriate for submission to the Board of Directors include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our company’s business or communications that relate to improper or irrelevant topics. The Corporate Secretary may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other staff members or agents of our company who are responsible for analyzing or responding to complaints or requests.

Compensation of Directors

The following table sets forth information concerning the compensation earned by our non-employee directors during 2023. Robert Greenberg, Michael Greenberg and David Weinberg, who are executive officers, did not earn any additional compensation for services provided as members of our Board of Directors.

Name

 

Fees Earned or
Paid in Cash ($)
(1)

 

 

Stock Awards ($)(2)

 

 

Total
Compensation ($)

 

Katherine Blair

 

 

160,000

 

 

 

188,300

 

 

 

348,300

 

Morton Erlich

 

 

225,000

 

 

 

188,300

 

 

 

413,300

 

Zulema Garcia

 

 

125,000

 

 

 

188,300

 

 

 

313,300

 

Yolanda Macias

 

 

125,000

 

 

 

188,300

 

 

 

313,300

 

Richard Siskind

 

 

160,000

 

 

 

188,300

 

 

 

348,300

 

 

(1)
This column reports the amount of cash compensation earned in 2023 for Board and committee service.
(2)
Represents the grant date fair value of stock awards granted during the applicable fiscal year, as calculated in accordance with Financial Accounting Standards Board ASC Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The fair value was calculated using the closing price of our Class A Common Stock on the grant date for the shares awarded. Each of our non-employee directors held 10,500 shares of restricted stock as of December 31, 2023. None of our non-employee directors held any stock options as of December 31, 2023.

Non-Employee Directors. During 2023, we paid each of our non-employee directors annual compensation of $125,000 for serving on the Board of Directors. Our Lead Independent Director, Audit Committee Chairperson, Compensation Committee Chairperson and Nominating and Governance Committee Chairperson were paid additional annual fees of $50,000, $50,000, $35,000 and $35,000, respectively. Non-employee directors are also reimbursed for reasonable costs and expenses incurred for attending any of our Board or committee meetings and continuing education programs or seminars. During 2023, non-employee directors were eligible to receive awards of restricted shares of Class A Common Stock as determined by the Board of Directors. On June 9, 2023, each of our non-employee directors who was continuing to serve on our Board of Directors received an award of 3,500 restricted shares of Class A Common Stock under the 2017 Incentive Award Plan (the “2017 Plan”). The grant date fair value was $188,300, and the shares are scheduled to vest on May 1, 2026, subject to each director’s continued service through the vesting date.

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Employee Directors. During 2023, Robert Greenberg, Michael Greenberg and David Weinberg were executive officers serving on our Board of Directors. Employees of Skechers, who are members of the Board of Directors, are not paid any directors’ fees or other compensation for their service on our Board of Directors. Compensation of Robert Greenberg, Michael Greenberg and David Weinberg earned in 2023 is set forth under “Executive Compensation—Summary Compensation Table.”

Stock Ownership Policy for Non-Employee Directors

Our Compensation Committee believes that, in order to more closely align the interests of our non-employee directors with the interests of our executive officers and other stockholders, all non-employee directors should maintain a minimum level of equity interests in our company’s Class A Common Stock. Our Board of Directors authorized and approved a stock ownership policy, effective as of April 1, 2022, requiring our non-employee directors to maintain stock ownership equal to three times their annual cash retainer under this policy. Each current non-employee director has until December 31, 2027 to come into compliance with this policy. Any newly appointed member of the Board shall come into compliance with this policy by December 31 of the year in which the fifth anniversary of his or her appointment date occurs. After the applicable compliance deadline, until an individual meets his or her stock ownership requirement, the after-tax portion of all equity awards that we grant to such individual must be held until he or she is in compliance with this policy.

 

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) discusses our compensation policies and determinations that apply to our Named Executive Officers. When we refer to our Named Executive Officers, we are referring to the following individuals whose 2023 compensation is described below and set forth below in the Summary Compensation Table (“SCT”) and subsequent compensation tables (the “Named Executive Officers” or “NEOs”).

The CD&A contains certain forward-looking statements that are based on considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we may adopt in the future may differ materially from the compensation strategy, philosophy, policies, programs and practices summarized in this discussion.

Name

 

Position

Robert Greenberg

 

Chief Executive Officer

John Vandemore

 

Chief Financial Officer

Michael Greenberg

 

President

David Weinberg

 

Chief Operating Officer

Mark Nason

 

Executive Vice President of Product Development

Executive Summary

For the year ended December 31, 2023, compared to the year ended December 31, 2022, sales increased 7.5% to $8.0 billion, a new annual record including four consecutive quarterly sales records. Gross margins improved to 51.9% and inventory was reduced by 16.1%. Our financial results reflect the significant market demand for our product offerings and the value that we provide.

We believe brand recognition is paramount to continued success. We drive awareness and demand through comprehensive marketing campaigns. During the year, we introduced partnerships and a capsule collection with Martha Stewart and Snoop Dogg. Skechers Performance signed Harry Kane, Europe’s top goal scorer for 2023, as well as other premier players for the launch of Skechers Football, and New York Knicks all-star Julius Randle and Los Angeles Clippers Terance Mann, who both compete in Skechers Basketball.

2023 Business Highlights

Highlights of our performance include:

Net sales of $8.0 billion, an increase of 7.5%.
Net earnings attributable to Skechers U.S.A., Inc. of $545.8 million.
Diluted earnings per share (“EPS”) of $3.49, an increase of 46.6%.
As of December 31, 2023, one-year total stockholder returns (“TSR”) of 49%, which is in the 82nd percentile of a 92-company compensation peer group (S&P Retail Select Industry Index), and three-year and five-year relative TSR’s of 73% and 172%, which are in the 74th and 68th percentiles of the same peer group, respectively.

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Key 2023 Compensation Actions

The primary elements of our compensation program for the Named Executive Officers and a summary of the actions taken by the Compensation Committee during 2023 are set forth below.

 

Compensation

Component

 

Link to Business

and Talent Strategies

 

2023 Compensation Actions

Base Salary

(Page 24)

 

Base salaries reflect contribution, background, knowledge, skills, experience and performance.

 

Our Compensation Committee approved merit-based increases for our NEOs, ranging from 5% to 9%, commensurate with the performance of our company and individual accomplishments.

 

 

 

Annual Incentive Compensation (Page 25)

 

Annual cash incentives based on the achievement of our financial goals.

 

Our Compensation Committee approved the performance criteria, formula and percentages to be used to determine the Named Executive Officers’ incentive compensation.

 

 

Long-Term Incentive Compensation (Page 26)

 

Aligns Named Executive Officers’ interests with long-term interests of stockholders and are based on the achievement of financial and strategic objectives.

 

Our Compensation Committee granted to the Named Executive Officers:

Restricted stock awards with time-based vesting, and
Performance-based restricted stock awards (“PSAs”) with vesting based upon the achievement of pre-established EPS growth for each year of a 3-year performance period and 3-year relative TSR.

2023 Say-On-Pay Vote

At our 2017 and 2023 annual meetings of stockholders, our stockholders recommended, and the Board of Directors determined, that the stockholder advisory votes on the compensation of our Named Executive Officers would occur on a triennial basis. Accordingly, we held an advisory “say-on-pay” vote in 2023, in which approximately 72% of votes cast were in support of our pay practices. In its compensation review process, the Compensation Committee considers whether our executive compensation program is aligned with the interests of its stockholders. In that respect, as part of its review of our executive compensation program, the Compensation Committee considered the approval by approximately 72% of the votes cast for our advisory say-on-pay vote at our 2023 annual meeting of stockholders. We expect that the next say-on-pay vote, after the Annual Meeting, will be held at our 2026 annual meeting of stockholders.

For 2023, the Compensation Committee determined that our executive compensation philosophies and objectives, and compensation elements continued to be appropriate, including the changes that were made to our long-term incentive program with the introduction of performance-based restricted stock awards in 2020 to better align the Named Executive Officers’ interests with the long-term interests of stockholders based on the achievement of specific performance goals. The Compensation Committee will continue to regularly review, assess and, when appropriate, adjust our executive compensation program in response to stockholder feedback.

As discussed in greater detail in the discussion under “Long-Term Incentive Program,” the performance-based restricted stock awards that were awarded as part of the Named Executive Officers’ compensation in 2023 consisted of two equally weighted performance metrics:

3-year EPS Growth, measured annually based on pre-established growth goals, and
3-year TSR relative to the companies comprising the S&P Retail Select Industry Index.

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2023 Compensation Snapshot

Based on the foregoing, our 2023 executive compensation program can be summarized as follows:

 

img4463153_3.jpg 

Base Salary Base salary reflects backgroung, contribution, knowledge, and skills One year (2023) - Annual Cash Incentive Annual cash incentive based on achievement of financial goals One year (2023) Net Sales Growth Time-Based Restricted Shares Retain NEOs and align their interests with stockholders Three Years (to March 2026) - Performance-Based Restricted Shares Align NEOs with the long-term interests of stockholders and the Company Three Years (2023 - 2026) EPS Growth, Relative TSR

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Executive Compensation Practices

The Compensation Committee reviews on an ongoing basis our executive compensation program to evaluate whether it supports our executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

 

Pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation

×

 

×

We do not have excise tax gross-ups

 

We do not allow payment of dividends or dividend equivalents on unearned performance-based awards

 

 

 

 

Pre-established performance goals that are aligned with creation of stockholder value

×

 

We do not allow repricing of underwater stock options without stockholder approval

 

 

 

 

Market comparison of executive compensation against a relevant peer group

 

 

 

 

 

 

Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to our company

 

 

 

 

 

 

Clawback policy

 

 

 

 

 

 

Robust stock ownership policy

 

 

How We Determine Executive Compensation

Our Executive Compensation Philosophy and Objectives

The basic compensation philosophy of the Compensation Committee is to provide competitive salaries and incentives to executive officers in order to promote superior financial performance. The Compensation Committee believes that compensation paid to executive officers should be closely aligned with our performance, linked to specific, measurable results intended to create value for stockholders, and that such compensation should assist us in attracting and retaining key executives critical to our long-term success.

Our executive compensation policies are designed to achieve the following four objectives:

attract and motivate well-qualified individuals with the ability and talent to enable us to achieve our business objectives and corporate strategies;
provide incentives to achieve specific short-term individual and corporate goals by rewarding achievement of those goals at established financial performance levels;
provide incentives to achieve longer-term financial goals and reinforce a sense of ownership through award opportunities that can result in ownership of stock; and
promote retention of key executives and align the interests of management with those of the stockholders to reinforce achievement of continuing increases in stockholder value.

Consistent with our performance-based philosophy, the Compensation Committee reviewed and approved our compensation programs for 2023 to effectively balance executive officers’ salaries with performance-based incentive compensation. We believe that it served the needs of our stockholders to provide incentives commensurate with individual management responsibilities as well as past and future contributions to corporate objectives. The mix of compensation elements varied among the executive officers based on each executive officer’s position, responsibilities, experience, and performance.

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To maximize stockholder value, we believe that it is necessary to deliver consistent, long-term sales and earnings growth. Accordingly, the Compensation Committee reviews not only the individual compensation elements, but the mix of individual compensation elements that make up the aggregate compensation, and attempts to balance the total compensation package between short-term, long-term and cash and equity compensation in a way that meets the objectives set forth above.

Oversight Responsibilities for Executive Compensation

The table below summarizes the key oversight responsibilities for executive compensation.

 

Compensation Committee

Establishes executive compensation philosophy
Approves incentive compensation programs and target performance expectations for the annual incentive compensation plan and long-term incentive compensation awards
Approves all compensation actions for the Named Executive Officers, including (i) base salary, (ii) target performance criteria and formulae, and actual compensation, under the annual incentive compensation plan, and (iii) long-term incentive compensation awards

Nominating & Governance Committee

Working with the Compensation Committee and after careful evaluation of the performance of the business, evaluates the performance of the Chief Executive Officer

Independent Committee Consultant—FW Cook

Provides independent advice, research, and analytical services on a variety of subjects to the Compensation Committee, including compensation of executive officers and non-employee directors, and executive compensation trends
Participates in Compensation Committee meetings as requested and communicates with the Chair and other members of the Compensation Committee between meetings
Reports to the Compensation Committee, does not perform any other services for our company, and has no economic or other ties to our company or the management team that could compromise its independence or objectivity
The Compensation Committee considered the independence of FW Cook under applicable SEC rules and listing requirements and determined that FW Cook is independent and that its engagement by the Compensation Committee did not raise any conflict of interest

Chief Executive Officer and Management

Management, including the Chief Executive Officer, develops preliminary recommendations regarding compensation matters with respect to all Named Executive Officers, and provides these recommendations to the Compensation Committee, which makes the final decisions outside the presence of the Chief Executive Officer, with advice from FW Cook, as appropriate
Responsible for the administration of the compensation programs once Compensation Committee decisions are finalized

Peer Group Selection and Market Data

To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for peer group companies as well as a general industry survey data. Since 2020, the Compensation Committee has retained the services of a compensation consultant, FW Cook, to advise on certain matters related to executive compensation. As a result, our company formally established a peer group of companies that has been used as a reference point to assess the competitiveness of base salary, incentive

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targets, and total direct compensation awarded to the Named Executive Officers and as information on market practices including incentive design, share utilization, and share ownership guidelines.

For the equity awards granted to certain officers in March 2023, the Compensation Committee utilized the peer group set forth below:

 

Peer Group

Capri Holdings

 

Lululemon Athletica

Carter's

 

Mattel

Columbia Sportswear

 

PVH Corp.

Deckers Outdoor

 

Ralph Lauren

G-III Apparel Group

 

Tapestry

Hanesbrands

 

Under Armour

Hasbro

 

Wolverine World Wide

Levi Strauss

 

 

Based on data compiled by FW Cook as of 2022 year-end (in advance of setting the Named Executive Officers' compensation levels for 2023), our revenues, net earnings, and market capitalization were at the 93rd, 48th and 59th percentiles, respectively, in relation to the peer group.

2023 Named Executive Officer Compensation

Base Salary

Base salaries for our Named Executive Officers are established based on the scope of their respective experience and responsibilities. We set base compensation for our Named Executive Officers at levels that we believe enable us to hire and retain individuals in a competitive environment, and to reward satisfactory performance at an acceptable level based upon contributions to our overall business objectives.

Base salaries are generally reviewed annually, but may be adjusted from time to time to realign salaries with market levels. In reviewing base salaries, we consider various factors, including each individual’s level of responsibilities, performance and results achieved, and professional experience, and cost of living increases.

 

Name of Executive

 

2022 Base
Salary ($)

 

 

Increase (%)

 

 

2023 Base
Salary ($)

 

Robert Greenberg

 

 

6,200,000

 

 

 

5

%

 

 

6,510,000

 

John Vandemore

 

 

1,500,000

 

 

 

5

%

 

 

1,570,000

 

Michael Greenberg

 

 

5,025,000

 

 

 

5

%

 

 

5,270,000

 

David Weinberg

 

 

3,665,000

 

 

 

5

%

 

 

3,840,000

 

Mark Nason

 

 

2,350,000

 

 

 

9

%

 

 

2,550,000

 

Annual Incentive Plan

The 2006 Annual Incentive Compensation Plan (the “2006 Plan”) is intended to advance our interests and those of our stockholders and to assist us in attracting and retaining executive officers by providing incentives and financial rewards to such executives who, because of the extent of their responsibilities can make significant contributions to our success through their ability, industry expertise, loyalty and exceptional services.

The 2006 Plan provides executive employees, including the Named Executive Officers, with the opportunity to earn bonuses based on our financial performance by linking incentive award opportunities to the achievement of our short-term performance goals. The 2006 Plan allows us to set performance periods equal to quarters, years or such other period that the Compensation Committee may establish up to five years in length, and determine performance criteria and goals for such performance periods that are flexible and change with the needs of our business. The Compensation Committee annually approves the performance criteria and goals that will be used in the formula to calculate our Named Executive Officers’ incentive compensation on a quarterly basis for each year. By determining performance criteria and setting goals at the beginning of each year, our Named Executive Officers understand our goals and priorities during the current year. Following the conclusion of each quarter during the

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current year, the Compensation Committee certifies the amount of the award for each participant for each such quarter. The amount of an award actually paid to a participant each quarter may, in the sole discretion of the Compensation Committee, be reduced to less than the amount payable to the participant based on attainment of the performance goals for each such quarter.

The Compensation Committee did not place a maximum limit on the incentive compensation that could have been earned by the Named Executive Officers in 2023, although the maximum amount of incentive compensation that any Named Executive Officer may earn in a 12-month period under the 2006 Plan is $10,000,000.

The Compensation Committee approved the performance goals of the Named Executive Officers for fiscal 2023 in March 2023. The performance criteria used in the formula to calculate the incentive compensation of the Named Executive Officers for fiscal 2023 was our net sales growth because the Compensation Committee believes that it provides an accurate measure of our performance.

The potential payments of incentive compensation to our Named Executive Officers are performance-driven and therefore completely at risk. Any incentive compensation to be paid to the Named Executive Officers is earned based on the Compensation Committee’s pre-approved performance criteria and formula for the respective Named Executive Officers. The Named Executive Officers’ annual incentive compensation is calculated on a quarterly basis by multiplying net sales growth, which is the amount by which net sales for the applicable quarter exceeded net sales for the corresponding quarter in the prior year, by the percentages that were pre-approved by the Compensation Committee, as set forth in the following tables.

 

 

First Quarter

 

 

Second Quarter

 

 

Third Quarter

 

 

Fourth Quarter

 

 

(i)

 

 

(ii)

 

 

(iii)

 

 

(iv)

 

Amount by which net sales for the quarter in fiscal
   2023 exceeded net sales for the corresponding
   quarter in fiscal 2022 ($)

 

 

182,334,746

 

 

 

144,711,343

 

 

 

146,591,156

 

 

 

82,155,032

 

 

 

 

 

 

 

Incentive Compensation Calculated on a Quarterly Basis ($)

 

 

 

 

 

Name of Executive

 

Pre-approved Percentage (%)

 

 

First
Quarter

 

 

Second
Quarter

 

 

Third
Quarter

 

 

Fourth
Quarter

 

 

2023 Annual Incentive Compensation ($)

 

 

 

 

(a)

 

 

(a) * (i)

 

 

(a) * (ii)

 

 

(a) * (iii)

 

 

(a) * (iv)

 

 

 

 

 

Robert Greenberg

 

 

0.7000

 

 

 

1,276,344

 

 

 

1,012,980

 

 

 

1,026,139

 

 

 

575,086

 

 

 

3,890,549

 

 

John Vandemore

 

 

0.1500

 

 

 

273,503

 

 

 

217,068

 

 

 

219,887

 

 

 

123,233

 

 

 

833,691

 

 

Michael Greenberg

 

 

0.3500

 

 

 

638,172

 

 

 

506,490

 

 

 

513,070

 

 

 

287,543

 

 

 

1,945,275

 

 

David Weinberg

 

 

0.2500

 

 

 

455,837

 

 

 

361,779

 

 

 

366,478

 

 

 

205,388

 

 

 

1,389,482

 

 

Mark Nason

 

 

0.1375

 

 

 

250,711

 

 

 

198,979

 

 

 

201,563

 

 

 

112,964

 

 

 

764,217

 

 

 

Long-Term Incentive Program

Our employees, including the Named Executive Officers, are eligible to receive, from time to time, awards of restricted stock, stock options and other equity-based compensation under the 2017 Plan, which expired and was superseded by the 2023 Incentive Award Plan (the “2023 Plan”) on June 12, 2023. These awards are designed to:

closely align management and stockholder interests;
promote retention and reward executives and other key employees for building stockholder value; and
encourage long-term investment in our company.

The Compensation Committee believes that stock ownership by management has been demonstrated to be beneficial to all stockholders. Historically, awards of restricted stock made to our Named Executive Officers have been subject only to certain time-vesting restrictions that generally cover a period of between two and four years from the date of the award.

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The following table presents a comparison of the rationale and key features of the performance-based restricted stock and the time-based restricted stock that were awarded to the Named Executive Officers in 2023:

Equity Award

 

Rationale and Key Features

Performance-Based Restricted Stock

 

Incentivize achievement of specific measurable financial goals over a three-year performance cycle.
Earned shares vest and are issued at the end of the performance cycle, subject to continued employment or service, and range from 0% for below threshold performance to 200% of the target number of shares for maximum performance.
Performance metrics consist of three annual EPS growth measures and a three-year relative TSR performance measure.
“EPS” means the Company’s earnings per share as reported in its financial statements. The Compensation Committee shall make reasonable adjustments to EPS to take into account certain events.

 

Time-Based Restricted Stock

 

Align pay and company performance as reflected in our stock price.
Encourage retention of our executive officers’ services and promote ownership by our executives in company stock.
Restricted stock granted in March 2023 vests in three equal annual installments following grant, subject to continued employment or service.

 

March 2023 Long-Term Incentive Grants

In March 2023, the following restricted stock awards, including the number of shares and target values, were granted to our Named Executive Officers:

 

 

March 2023 Grants

 

 

Relative TSR Performance

 

 

EPS Performance

 

 

Time-Based Restricted Stock

 

 

Award (#)

 

 

Grant Value ($)

 

 

Award (#)

 

 

Grant Value ($)

 

 

Award (#)

 

 

Grant Value ($)

 

Robert Greenberg

 

 

38,650

 

 

 

2,307,792

 

 

 

38,650

 

 

 

1,675,091

 

 

 

77,300

 

 

 

3,350,182

 

John Vandemore

 

 

15,700

 

 

 

937,447

 

 

 

15,700

 

 

 

680,438

 

 

 

30,120

 

 

 

1,305,401

 

Michael Greenberg

 

 

32,800

 

 

 

1,958,488

 

 

 

32,800

 

 

 

1,421,552

 

 

 

62,850

 

 

 

2,723,919

 

David Weinberg

 

 

26,200

 

 

 

1,564,402

 

 

 

26,200

 

 

 

1,135,508

 

 

 

50,250

 

 

 

2,177,835

 

Mark Nason

 

 

7,875

 

 

 

470,216

 

 

 

7,875

 

 

 

341,303

 

 

 

15,120

 

 

 

655,301

 

Relative TSR Performance Shares

The performance-based restricted shares with vesting linked to relative TSR performance are based on Skechers’ three-year total stockholder return performance from March 10, 2023 through March 9, 2026. The relative TSR comparator group includes the 94 companies in the S&P Retail Select Industry Index as of the date of grant. Awards have the potential to pay out between 0% and 200% of target, with interpolation between points shown below.

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Relative TSR PSAs

3-Year Performance vs. S&P

 

Payout

Retail Select Industry Index

 

(% Target PSAs)

< 25th Percentile

 

0%

25th Percentile

 

50% (Threshold)

50th Percentile

 

100% (Target)

100th Percentile

 

200% (Maximum)

EPS Performance Shares

The performance-based restricted shares with vesting linked to EPS performance are divided into three equal tranches, with awards earned at between 0% and 200% of target for achievement of annual EPS Growth goals for each of 2023, 2024, and 2025, with interpolation for performance between the points shown below. The earned shares will be eligible to vest following the end of the three-year period. The achievement level for each tranche will be disclosed in the proxy statement following the applicable performance year.

EPS Performance PSAs

Annual EPS Growth

 

Payout

(2023—2026)

 

(% Target PSAs)

<7.5%

 

0%

7.5%

 

50% (Threshold)

10.0%

 

100% (Target)

15.0%

 

200% (Maximum)

TSR Performance Shares Earned in 2023

For the three-year total stockholder return performance period from December 31, 2020 through December 30, 2023, our performance was at the 81st percentile in relation to that of the S&P Retail Select Industry Index. This resulted in the Named Executive Officers earning 162% of their respective target number of shares with respect to the TSR performance tranche of shares granted in December 2020 that could have been earned based on our three-year TSR performance for the noted period. The earned shares vested on January 30, 2024 and were issued on February 7, 2024 following certification of the vested shares by our Compensation Committee.

 

 

TSR - 2023 Performance Tranche

 

 

December 2020 Grants

 

 

 

Target Shares (#)

 

 

Shares Earned (#)

 

Robert Greenberg

 

 

50,000

 

 

 

80,900

 

John Vandemore

 

 

 

 

 

 

Michael Greenberg

 

 

41,667

 

 

 

67,417

 

David Weinberg

 

 

33,333

 

 

 

53,933

 

Mark Nason

 

 

 

 

 

 

EPS Performance Shares Earned in 2023

For 2023, our annual EPS Growth was 46.6% when compared to 2022, which met the maximum annual EPS Growth target of 15.0% with respect to the awards of performance based restricted shares that were granted to our Named Executive Officers in December 2020, March 2021, February 2022, and March 2023. This resulted in the Named Executive Officers earning 200% of their respective target number of shares with respect to the 2023 performance tranche of shares that were earned based on our 2023 EPS Growth. The earned shares vested on January 30, 2024 and were issued on February 7, 2024 following certification of the vested shares by our Compensation Committee.

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EPS - 2023 Performance Tranche

 

 

 

December 2020 Grants

 

 

March 2021 Grants

 

 

February 2022 Grants

 

 

March 2023 Grants

 

 

 

 

Target Shares (#)

 

 

Shares Earned (#)

 

 

Target Shares (#)

 

 

Shares Earned (#)

 

 

Target Shares (#)

 

 

Shares Earned (#)

 

 

Target Shares (#)

 

 

Shares Earned (#)

 

 

Robert Greenberg

 

 

16,666

 

 

 

33,332

 

 

12,500

 

 

 

25,000

 

 

 

12,500

 

 

 

25,000

 

 

 

12,883

 

 

 

25,766

 

 

John Vandemore

 

 

 

 

 

 

 

2,500

 

 

 

5,000

 

 

 

5,000

 

 

 

10,000

 

 

 

5,233

 

 

 

10,466

 

 

Michael Greenberg

 

13,889

 

 

 

27,778

 

 

 

10,416

 

 

 

20,832

 

 

 

10,417

 

 

 

20,834

 

 

 

10,933

 

 

 

21,866

 

 

David Weinberg

 

11,111

 

 

 

22,222

 

 

 

8,334

 

 

 

16,668

 

 

 

8,333

 

 

 

16,666

 

 

 

8,733

 

 

 

17,466

 

 

Mark Nason

 

 

 

 

 

 

 

2,500

 

 

 

5,000

 

 

 

2,500

 

 

 

5,000

 

 

 

2,625

 

 

 

5,250

 

 

 

Employment Agreements and Change of Control Provisions

We do not have any employment, severance or change-of-control agreements in effect with any of our Named Executive Officers except for Michael Greenberg and David Weinberg. The following is a description of the material terms of the employment agreements with Messrs. Greenberg and Weinberg and the change of control provisions granted under the 2017 Plan, the 2023 Plan and in the Named Executive Officers’ performance-based restricted stock agreements.

Michael Greenberg

On May 23, 2019, we entered into a new employment agreement with Michael Greenberg to extend the term and replace the pre-existing employment agreement (collectively, the “Greenberg Agreement”). The terms of the Greenberg Agreement were effective as of January 1, 2019 for a period of four years, subject to certain termination provisions, with an annually recurring automatic renewal for an additional year. These terms were negotiated and approved by the Compensation Committee with Mr. Greenberg prior to the date he and our company entered into the agreement. On January 1, 2023, Mr. Greenberg’s employment as our President was automatically extended through December 31, 2026.

The Greenberg Agreement provides for the following compensation and benefits:

base salary at the annual rate of not less than $4,250,000 (subject to annual review by the Board or the Compensation Committee);
annual incentive compensation, as calculated on a quarterly basis, equal to not less than 0.30% of the amount by which net sales for the applicable quarter exceeds net sales by the corresponding quarter in the prior year (subject to annual review by the Board or the Compensation Committee); and
participation in our other benefit plans and policies on terms consistent with those generally applicable to our other senior executives (including, without limitation, vacation benefits and other perquisites).

The Greenberg Agreement provides for certain severance payments and benefits upon particular terminations of employment, including in connection with a change in control of our company, as described in greater detail below.

David Weinberg

On May 23, 2019, we entered into a new employment agreement with David Weinberg to extend the term and replace the pre-existing employment agreement (collectively, the “Weinberg Agreement”). The terms of the Weinberg Agreement were effective as of January 1, 2019 for a period of four years, subject to certain termination provisions, with an annually recurring automatic renewal for an additional year. These terms were negotiated and approved by the Compensation Committee with Mr. Weinberg prior to the date he and our company entered into the agreement. On January 1, 2023, Mr. Weinberg’s employment as our Chief Operating Officer was automatically extended through December 31, 2026.

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The Weinberg Agreement provides for the following compensation and benefits:

base salary at the annual rate of not less than $3,100,000 (subject to annual review by the Board or the Compensation Committee);
annual incentive compensation, as calculated on a quarterly basis, equal to not less than 0.20% of the amount by which net sales for the applicable quarter exceeds net sales by the corresponding quarter in the prior year (subject to annual review by the Board or the Compensation Committee); and
participation in our other benefit plans and policies on terms consistent with those generally applicable to our other senior executives (including, without limitation, vacation benefits and other perquisites).

The Weinberg Agreement provides for certain severance payments and benefits upon particular terminations of employment, including in connection with a change in control of our company, as described in greater detail below.

Change of Control and Termination Provisions in Employment Agreements

The Greenberg Agreement and the Weinberg Agreement (collectively, the “Employment Agreements”) with Mr. Greenberg and Mr. Weinberg (each an “Officer” and, collectively, the “Officers”) provide for certain severance payments and benefits upon certain terminations of employment at any time prior to December 31, 2026, including in connection with a change in control of our company, described as follows:

The Employment Agreements provide that if either Officer’s employment is terminated by us with “cause” or by the respective Officer without “good reason”, or on account of his death or “disability” (each as defined in the Employment Agreements), he (or his estate) will be paid his then current salary earned through the date of termination, in addition to any accrued but unused vacation.
If either Officer’s employment is terminated by us without “cause” or by the respective Officer for “good reason,” or by us without “cause” upon a “change in control” (as defined in the Employment Agreements) or within 120 days after a “change in control,” he will be paid his then current salary earned through the date of termination, in addition to any accrued but unused vacation. Each Officer will be entitled to receive, subject to such Officer delivering a valid release and waiver of claims in favor of our company, the total gross amount equal to his base salary for the remainder of the term, currently ending December 31, 2026 (at the annual rate payable at the time of such termination), plus annual incentive compensation for each of the remaining years in the term equal to the highest amount of the annual incentive compensation that was earned by such Officer in any year in the term prior to his termination, less any annual incentive compensation already paid for the year in which he was terminated, and we will accelerate the vesting of all restricted shares of our Class A Common Stock held by such Officer, provided that such acceleration is allowed by the terms of the 2017 Plan, the 2023 Plan and the applicable restricted stock agreements previously entered into between each of the Officers and our company.
Should the Officers’ payments or benefits (whether under the Employment Agreements or any other plan or arrangement) be subject to the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Employment Agreements provide that such payments or benefits will be reduced so that the present value of the total amount received by the respective Officer will be one dollar less than three times his average yearly taxable income for the five most recent years and so that no portion of such payments or benefits will be subject to such excise tax.

Change of Control Provisions in the 2017 Plan and the 2023 Plan

The service-vesting restricted stock awards granted under the 2017 Plan and the 2023 Plan provide that in the event of a change of control, all outstanding unvested shares will vest in full. A “change of control” is generally defined in the 2017 Plan and the 2023 Plan as (i) the acquisition by certain persons of our securities representing 50% or more of the combined voting power of our outstanding securities, (ii) a change during any two-year period in a majority of the Board of Directors unless each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period, or whose election or nomination was so approved, (iii) the consummation of a merger, consolidation, other business combination, sale of all or

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substantially all of our assets, or the acquisition of assets or stock of another entity, subject to certain exceptions, or (iv) the approval by our stockholders of a complete liquidation or dissolution of our company.

Change of Control and Termination Provisions in Performance-Based Restricted Stock Agreements

The performance-based restricted stock agreements that were entered into with our Named Executive Officers in December 2020, March 2021, February 2022 and March 2023 include the following accelerated vesting terms. Upon an involuntary termination without cause, voluntary resignation for good reason, death or permanent disability (each a “Qualifying Termination” and in each case prior to a change in control (“CIC”) and prior to the end of the three-year TSR performance period or third EPS performance period):

The number of relative TSR performance shares that vest will be a pro rata amount of the target number of such shares based on the completed portion of the performance period.
For any EPS performance period that has ended but for which the Compensation Committee has not yet certified EPS performance, the number of EPS performance shares that vest will be based on the target number of such shares and the EPS Growth performance multiplier on the date of termination.
For any EPS performance period that has commenced but not ended, the number of EPS performance shares that vest will be a pro rata amount of the target number of such shares based on the completed portion of the performance period.
For any EPS Performance Period that has not commenced as of the date of such Qualifying Termination, none of the EPS performance shares that would have been eligible to vest during such performance period will vest.

Upon a CIC prior to the end of the three-year TSR performance period or third EPS performance period, as applicable:

The number of relative TSR performance shares that will remain eligible to vest in full as of the end of the three-year TSR performance period would be based on the target number of such shares and the relative TSR performance multiplier as of the CIC date.
For any EPS performance period that has ended but for which the Compensation Committee has not yet certified EPS performance, the number of EPS performance shares that will remain eligible to vest as of the end of the third EPS performance period would be based on the target number of such shares and the EPS Growth performance multiplier as of the CIC date.
For any EPS performance period that has not ended, the number of EPS performance shares that will remain eligible to vest as of the end of the third EPS performance period will be the target number of such shares.

The performance-based restricted shares will immediately vest to the extent eligible in accordance with the preceding bullet points upon a CIC prior to the end of the three-year TSR performance period if the awards are not assumed or replaced, or in the event such awards are assumed or replaced, and there is a Qualifying Termination.

The Compensation Committee believes that the change of control benefits provided under the Employment Agreements and our restricted stock award agreements are consistent with the objectives of providing the highest possible return to stockholders by allowing the Named Executive Officers to be able to effectively participate equally with stockholders in evaluating alternatives in the event of a change of control transaction, without compelling the Named Executive Officer to remain employed under new ownership.

Perquisites and Other Benefits

We provide our Named Executive Officers with certain perquisites and other benefits that are reflected in the “All Other Compensation” column in the table captioned SCT in this proxy statement, which we believe are reasonable, competitive and consistent with our overall executive compensation program. These benefits are

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intended to facilitate the efficient operation of our business by allowing our Named Executive Officers to better focus their time, attention and capabilities on our company or permit them to be more accessible to the business.

Aircraft usage. Our Board of Directors has authorized and approved a business aircraft use policy, effective as of October 1, 2022, that prescribes the criteria and procedures for both business and personal use of aircraft owned or chartered by Skechers. The policy includes internal and external reporting requirements, operating parameters, limitations on personal use and reimbursement procedures for any use above such personal use limitations. Currently, the policy limits the personal use of our aircraft to our Chief Executive Officer, President, and Chief Operating Officer, each of whom is entitled to fifty-five (55) personal flight hours annually. A tax gross-up payment for the applicable imputed income is provided to these individuals for their personal use of the aircraft for up to fifty-five (55) flight hours. Any personal use above fifty-five (55) hours shall be flown under a time share agreement between our company and each of these individuals. During 2023, Robert Greenberg, Michael Greenberg and David Weinberg used our aircraft for personal travel, but none of them exceeded fifty-five (55) personal flight hours.

Automobile usage. During 2023, automobiles that we purchased at our sole cost were used by Robert Greenberg, Michael Greenberg and David Weinberg. We paid on their behalf the automobile insurance premiums as well as maintenance, repair and other charges related to their use of these automobiles. These costs are considered taxable income to the Named Executive Officers, each of whom is provided a tax gross-up payment for the applicable imputed income.

Health insurance premiums. We have a program for a small group of employees pursuant to which we pay the full amounts of their health insurance premiums for medical, dental and vision coverage. The employees in this program participate in the same health plans with identical benefits as other salaried employees. During 2023, we paid the full amounts of health insurance premiums on behalf of all Named Executive Officers, including the portion of their premiums in excess of what we typically pay on behalf of all salaried employees.

Country club dues and health club fees. During 2023, we paid country club membership dues and health club membership fees for Michael Greenberg and David Weinberg.

Finance and tax services. During 2023, we paid fees for financial planning and tax preparation services that Robert Greenberg and Michael Greenberg.

Other Elements of Our Executive Compensation Program

Clawback Policy

Our Clawback Policy was adopted by our Board of Directors effective as of October 2, 2023 (the “Clawback Policy”) in light of rules issued by the SEC and the NYSE regarding clawback policies that went into effect in 2023. Pursuant to our Clawback Policy, in the event that we are required to prepare an accounting restatement, we are required to recover any incentive-based compensation received by any of our current or former executive officers after October 2, 2023 and during the three completed fiscal years immediately preceding the date of the applicable accounting restatement to the extent the amount of such incentive-based compensation received by any such executive officer exceeds the amount that would have been received had such incentive-based compensation been determined based on the restated financial reporting measure. The Clawback Policy is attached as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended on December 31, 2023, and posted in the Corporate Governance section of the Investor Relations page of our corporate information website located at https://investors.skechers.com/corporate-governance/governance-documents. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement.

Stock Ownership Policy

Our Compensation Committee believes that, in order to more closely align the interests of our executive officers with the interests of our other stockholders, all executive officers should maintain a minimum level of equity interests in our company’s Class A Common Stock and Class B Common Stock. Our Board of Directors authorized and approved a stock ownership policy, effective as of April 1, 2022, requiring our Chief Executive Officer to maintain ownership of our stock equal to six times his annual base salary, and our other executive officers are required to maintain stock ownership equal to three times their respective annual base salary. Each executive officer has until December 31, 2027 to come into compliance with this policy. After this compliance deadline, until

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an individual meets the applicable requirement, the after-tax portion of all equity awards that we grant to such individual must be held until he or she is in compliance with this policy.

Equity Award Practices

As discussed above, equity-based awards are a significant component of our overall executive compensation program. We do not backdate grants of awards nor do we coordinate the grant of awards with the release of material information that might result in favorable pricing. New hire grants of awards to executive officers and other new employees are generally based on the date of hire. It is our practice that the per share exercise price for all grants of stock options be equal to the closing price of a share of our Class A Common Stock on the NYSE on the date of grant, and we have never re-priced any grants.

Profit-Sharing and Retirement Plans

The Skechers U.S.A., Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”) is a U.S. tax qualified retirement savings plan pursuant to which all eligible U.S. employees, including the Named Executive Officers, are able to make pre-tax contributions from their cash compensation. The 401(k) Plan provides for us to make non-discretionary matching contributions to the participants which totaled $6.5 million for 2023.

The Skechers U.S.A., Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) is maintained primarily for the purpose of providing a means for deferral of compensation to a select group of employees, including all of our Named Executive Officers, who are limited in their participation under the 401(k) Plan under statutory requirements. Pursuant to the Deferred Compensation Plan, participants may defer receipt of a portion of their respective cash compensation and elect to have such amounts paid to them (or their beneficiaries in the event of death) upon retirement, termination of employment, death, disability or some other date chosen by the respective participants, in each case, consistent with the terms of the Deferred Compensation Plan. We are not funding the Deferred Compensation Plan, and we will make payments under the Deferred Compensation Plan to each participant as permitted by law and in accordance with the participant’s election decisions. In addition to providing a means to defer compensation for payment at a later date, the Deferred Compensation Plan also provides for us to make discretionary contributions to the participants. The amounts and timing of any such discretionary contributions will be determined in the sole discretion of our Compensation Committee, as the administrator of the Deferred Compensation Plan. A description of the material terms of the Deferred Compensation Plan can be found in the section entitled “Executive Compensation—Non-qualified Deferred Compensation Plan” in this proxy statement.

Impact of Regulatory Requirements

Tax Deductibility of Compensation

Section 162(m) of the Code places a limit of $1 million on the annual amount of compensation that publicly held companies may deduct for federal income tax purposes for certain executive officers or “covered employees”. Covered employees consist of any employee who at any time during the applicable taxable year served as our Chief Executive Officer or as our Chief Financial Officer and each of the next three highest compensated officers other than our Chief Executive Officer and our Chief Financial Officer. Covered employees also include any employee who was a covered employee during any preceding taxable year beginning after December 31, 2016. The previous exemption from this limitation for performance-based compensation was repealed with the Tax Cuts and Jobs Act of 2017, so all forms of covered employees’ compensation are now subject to the $1 million limitation per covered employee.

The Compensation Committee believes that tax deductibility is a factor to be considered in evaluating a compensation program. Nevertheless, when warranted due to competitive and other factors, the Compensation Committee may award compensation that exceeds the deductibility limit under Section 162(m) of the Code or otherwise pay non-deductible compensation.

32


 

Other Tax, Accounting and Regulatory Considerations

Many other Code provisions, SEC regulations and accounting rules affect the delivery of executive compensation and are generally taken into consideration as programs are developed. Our goal is to create and maintain plans that are efficient and in full compliance with these requirements.

33


 

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (set forth above) with the management of Skechers, and based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and, through incorporation by reference from this proxy statement, in Skechers’ Annual Report on Form 10-K for the year ended December 31, 2023.

 

 

Respectfully submitted,

 

Richard Siskind, Chairperson

Katherine Blair

Morton Erlich

 

This report of the Compensation Committee is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

 

34


 

EXECUTIVE COMPENSATION

The following table provides selected information concerning the compensation earned by the Named Executive Officers, who are our Principal Executive Officer (“PEO”), Principal Financial Officer, and each of our three most highly compensated executive officers who served in positions other than Principal Executive Officer and Principal Financial Officer at the end of the last completed fiscal year.

Summary Compensation Table

Name and Principal Position

 

Year

 

Salary ($)

 

 

Stock
Awards ($)
(1)

 

 

Non-Equity
Incentive Plan
Compensation ($)
(2)

 

 

All Other
 Compensation
($)
(3)

 

 

Total ($)

 

Robert Greenberg

 

2023

 

 

6,504,039

 

 

 

7,333,065

 

 

 

3,890,549

 

 

 

1,110,285

 

 

 

18,837,938

 

Chairman of the Board and

 

2022

 

 

6,189,304

 

 

 

6,983,625

 

 

 

7,940,539

 

 

 

948,380

 

 

 

22,061,848

 

Chief Executive Officer

 

2021

 

 

5,643,750

 

 

 

7,393,375

 

 

 

10,000,000

 

 

 

977,216

 

 

 

24,014,341

 

John Vandemore

 

2023

 

 

1,568,654

 

 

 

2,923,286

 

 

 

833,691

 

 

 

23,249

 

 

 

5,348,880

 

Chief Financial Officer

 

2022

 

 

1,490,284

 

 

 

2,793,450

 

 

 

1,701,547

 

 

 

20,981

 

 

 

6,006,262

 

 

2021

 

 

994,750

 

 

 

1,478,675

 

 

 

1,687,617

 

 

 

12,064

 

 

 

4,173,106

 

Michael Greenberg

 

2023

 

 

5,265,289

 

 

 

6,103,959

 

 

 

1,945,275

 

 

 

594,824

 

 

 

13,909,347

 

President and Director

 

2022

 

 

5,016,237

 

 

 

5,819,730

 

 

 

3,970,271

 

 

 

682,972

 

 

 

15,489,210

 

 

2021

 

 

4,568,750

 

 

 

6,161,211

 

 

 

5,062,845

 

 

 

748,175

 

 

 

16,540,981

 

David Weinberg

 

2023

 

 

3,836,635

 

 

 

4,877,745

 

 

 

1,389,482

 

 

 

406,212

 

 

 

10,510,074

 

Executive Vice President, Chief

 

2022

 

 

3,659,451

 

 

 

4,655,708

 

 

 

2,835,909

 

 

 

643,286

 

 

 

11,794,354

 

Operating Officer and Director

 

2021

 

 

3,332,500

 

 

 

4,928,852

 

 

 

3,375,231

 

 

 

545,835

 

 

 

12,182,418

 

Mark Nason

 

2023

 

 

2,546,154

 

 

 

1,466,820

 

 

 

764,217

 

 

 

23,249

 

 

 

4,800,440

 

Executive Vice President of

 

2022

 

 

2,346,155

 

 

 

1,396,725

 

 

 

1,559,750

 

 

 

12,089

 

 

 

5,314,719

 

Product Development

 

2021

 

 

2,150,000

 

 

 

1,478,675

 

 

 

2,320,471

 

 

 

11,975

 

 

 

5,961,121

 

 

(1)
Represents the aggregate grant date fair value of stock awards granted during the applicable fiscal year, as calculated in accordance with FASB ASC Topic 718. See Note 8, “Stockholders’ Equity and Stock Compensation,” to our Audited Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024, for information concerning the ASC 718 values and the assumptions used to determine such values. Of the awards granted in March 2021, February 2022, and March 2023, a portion were performance-based stock awards, as reflected in the Grants of Plan-Based Awards Table below. The vesting of the performance-based stock awards granted in February 2023 will be determined based on the measurement of two equally weighted metrics, annual EPS growth for each of 2023, 2024, and 2025, and our relative TSR over a three-year performance period beginning on the grant date. We determine the fair value of stock awards, the vesting of which is tied to service based on the closing market price of our Class A Common Stock on the date of grant.

 

For the portion of the stock awards that have a performance-based vesting requirement, the amounts are based on the estimated probable outcome. The valuation of the performance-based stock awards granted during 2023 tied to annual EPS growth was $43.34, which value was multiplied by: (i) two times the 2023 target number of shares, (ii) the 2024 target number of shares, and (iii) the 2025 target number of shares. The maximum grant date fair value of the portion of the performance-based stock awards granted in 2023 tied to annual EPS growth, assuming performance at maximum levels, is as follows: Robert Greenberg, $3,350,182; John Vandemore $1,360,876; Michael Greenberg, $2,843,104; David Weinberg, $2,271,016; and Mark Nason, $682,605.

 

For the portion of the performance-based stock awards tied to relative TSR performance, such portion contains market condition components that are valued on the date of grant using a Monte Carlo simulation model. For the portion of the performance-based stock awards granted during 2023 tied to relative TSR performance, such inputs consisted of: (a) the stock price of $43.34 per share on the grant date; (b) an expected term that was based on the actual three-year term of the award; (c) a risk-free interest rate of 4.51% derived from U.S. Treasury yield curves for a three-year term; (d) a dividend yield of 0% based on historic and future dividend yield estimates; (e) stock price volatility of 47.68% based on the historical volatility of the price of our company’s Class A Common Stock and of the S&P Retail Select Industry Index. Based on this

35


 

methodology, the valuation of the performance-based stock awards granted during 2023 tied to relative TSR performance was $59.71 per share.

(2)
Represents the cash awards that the Named Executive Officers earned under our 2006 Plan. Incentive compensation is paid quarterly based on performance levels that our company achieved in the prior quarter. The amounts listed for each year exclude any bonuses earned by the Named Executive Officers in the previous year that were paid in the indicated year and include incentive compensation earned in the fourth quarter of the indicated year that was paid in the following year. Additional information regarding the 2006 Plan is described in the section entitled “Compensation Discussion and Analysis” in this proxy statement.
(3)
Amounts reported in the "All Other Compensation" column for 2023 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Country

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Club

 

 

Total “All

 

 

 

Financial

 

 

Company

 

 

Tax Gross-

 

 

Health

 

 

Company

 

 

Tax Gross-

 

 

Matching

 

 

Health Club

 

 

Membership

 

 

Other

 

 

 

Planning

 

 

Automobile

 

 

Up (Car)

 

 

Insurance

 

 

Aircraft

 

 

Up (Aircraft)

 

 

Contributions

 

 

Fees

 

 

Fees

 

 

Compensation”

 

Name of NEO

 

($)(A)

 

 

($)(B)

 

 

($)(C)

 

 

($)(D)

 

 

($)(E)

 

 

($)(F)

 

 

($)(G)

 

 

($)(H)

 

 

($)(I)

 

 

($)

 

Robert Greenberg

 

 

527,572

 

 

 

115,910

 

 

 

53,510

 

 

 

6,569

 

 

 

376,120

 

 

 

30,604

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,110,285

 

John Vandemore

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,049

 

 

 

-

 

 

 

-

 

 

 

13,200

 

 

 

-

 

 

 

-

 

 

 

23,249

 

Michael Greenberg

 

 

63,657

 

 

 

59,268

 

 

 

32,991

 

 

 

10,049

 

 

 

301,444

 

 

 

113,949

 

 

 

-

 

 

 

-

 

 

 

13,466

 

 

 

594,824

 

David Weinberg

 

 

-

 

 

 

62,809

 

 

 

33,465

 

 

 

6,569

 

 

 

105,505

 

 

 

153,729

 

 

 

13,200

 

 

 

2,604

 

 

 

28,331

 

 

 

406,212

 

Mark Nason

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,049

 

 

 

-

 

 

 

-

 

 

 

13,200

 

 

 

-

 

 

 

-

 

 

 

23,249

 

A)
Represents payments by us for financial planning and tax preparation services for the benefit of the Named Executive Officer.
B)
Represents the aggregate incremental cost to us attributable to the Named Executive Officer’s use of our company-owned automobiles, plus automobile insurance premiums and maintenance, repair and other charges associated with the use of the automobiles paid by us on behalf of each Named Executive Officer. We calculate the aggregate incremental cost of each Named Executive Officer’s automobile usage based on the annual lease value of the applicable automobiles.
C)
Represents a tax gross-up payment in respect of income taxes incurred by the Named Executive Officer relating to the automobiles purchased by us for the Named Executive Officer’s use.
D)
Represents health insurance premiums paid by us on behalf of the Named Executive Officer in excess of health insurance health insurance premiums that we typically pay on behalf of other salaried employees.
E)
Represents the aggregate incremental cost to us attributable to the Named Executive Officer’s personal use of our company-owned aircraft, which is calculated based on identifiable variable operating costs, which generally include the cost of crew travel expenses, landing fees, trip-related hangar/parking costs, fuel and other variable costs. Our aircrafts are primarily designated for business travel, and we do not include costs that do not change based on usage, such as salaries, our aircraft acquisition costs, insurance and general maintenance costs in our calculation of aggregate incremental cost. We believe that the use of this methodology is appropriate for calculating the incremental operating costs of our company-owned aircraft under normal conditions. The aggregate incremental cost of use of our aircraft for personal travel by our Named Executive Officers is allocated entirely to the highest-ranking Named Executive Officer present on the flight, unless circumstances indicate a different allocation is warranted.
F)
Represents a tax gross-up payment in respect of income taxes incurred the Named Executive Officer relating to his personal use of our aircraft.
G)
Represents matching contributions that we made on behalf of the Named Executive Officer under the 401(k) Plan.
H)
Represents the aggregate of monthly payments of health club membership fees that we made on behalf of the Named Executive Officer.
I)
Represents the aggregate of monthly payments of country club membership fees that we made on behalf of the Named Executive Officer.

36


 

Grants of Plan-Based Awards in Fiscal 2023

The following table provides information about plan-based awards granted to the Named Executive Officers in 2023 under the 2017 Plan: (i) the grant and approval dates, (ii) the estimated future payouts under non-equity incentive plan awards, which consist of payouts under the 2006 Plan for the performance period covering fiscal 2023, (iii) the estimated future payouts under equity incentive plan awards, which consist of performance-based restricted shares granted in fiscal 2023, (iv) the number of shares underlying all other stock awards and (v) the grant date fair value of each equity award computed under FASB ASC Topic 718. The Named Executive Officers were not granted any stock awards in 2023 under the 2023 Plan.

 

 

 

 

 

 

 

Estimated Future Payments
Under Non-Equity Incentive
Plan Awards (1)

 

 

Estimated Future Payments
Under Equity Incentive
Plan Awards (2)

 

 

All Other Stock Awards:
Number of

 

 

Grant Date
Fair Value
of Stock

 

Name of Executive

 

Grant
Date

 

 

Approval
Date

 

 

Threshold
($)

 

 

Target
($)

 

 

Maximum
($)

 

 

Threshold
(#)

 

 

Target
(#)

 

 

Maximum
(#)

 

 

Shares of
Stock or
Units (#) (3)

 

 

and Option
Awards
($) (4)

 

Robert

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

 

 

10,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greenberg

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77,300

 

 

 

154,600

 

 

 

 

 

 

3,982,883

 

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77,300

 

(5)

 

3,350,182

 

John

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

 

 

10,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vandemore

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31,400

 

 

 

62,800

 

 

 

 

 

 

1,617,885

 

 

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,120

 

(5)

 

1,305,401

 

Michael

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

 

 

10,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greenberg

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

65,600

 

 

 

131,200

 

 

 

 

 

 

3,380,040

 

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

62,850

 

(5)

 

2,723,919

 

David

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

 

 

10,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weinberg

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

52,400

 

 

 

104,800

 

 

 

 

 

 

2,699,910

 

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50,250

 

(5)

 

2,177,835

 

Mark

 

 

 

 

 

 

 

 

(1

)

 

 

(1

)

 

 

10,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nason

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,750

 

 

 

31,500

 

 

 

 

 

 

811,519

 

 

3/10/2023

 

 

3/9/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,120

 

(5)

 

655,301

 

 

(1)
These columns are intended to show the potential value of the payments for each Named Executive Officer under the 2006 Plan. The potential payments are performance-driven and therefore completely at risk. There are no specific threshold or target amounts that can be determined with respect to any payouts of incentive compensation under the 2006 Plan for fiscal 2023 because any amounts payable are determined on a quarterly basis based on pre-approved percentages for each Named Executive Officer multiplied by the amount, if any, that net sales for the applicable quarter exceed net sales for the corresponding quarter in the previous year. Additional information regarding the business measurements and performance goals for determining the payments is described in the section entitled “Compensation Discussion and Analysis—Annual Incentive Compensation” in this proxy statement. When determining the performance goals, the Compensation Committee did not place a limit on the non-equity incentive compensation that could be earned by the Named Executive Officers in fiscal 2023; however, the maximum amount of incentive compensation that any Named Executive Officer may earn in a 12-month period under the 2006 Plan is $10,000,000.
(2)
Represents performance-based awards of restricted shares with a portion of the vesting linked to EPS performance that are divided into three equal tranches, with awards based on achievement of certain annual EPS Growth goals for each of 2023, 2024 and 2025, and with a portion of the vesting linked to relative TSR performance based on Skechers’ three-year total stockholder return performance from March 10, 2023 through March 9, 2026. The Named Executive Officers may earn between 0% and 200% of their respective “target” number of shares that were awarded based on performance relative to the performance objectives during the applicable performance period. Additional information regarding the performance objectives is described in the section entitled “Compensation Discussion and Analysis—Long-Term Incentive Program” in this proxy statement.
(3)
This column shows the number of shares of restricted stock awarded in 2023 to the Named Executive Officers under the 2017 Plan. All scheduled vesting is subject to the executive’s continued service on the applicable vesting date.
(4)
This column shows the aggregate grant date fair value of stock awards in 2023, as calculated in accordance with FASB ASC Topic 718. See Note 8, “Stockholders’ Equity and Stock Compensation,” to our company’s Audited Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024, for information concerning the ASC 718 values and the assumptions used to determine such values. For further information about the assumptions used to calculate the grant date fair value of the stock awards granted in 2023, see footnote (1) to the SCT above.

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(5)
Represents restricted shares scheduled to vest in three equal installments on March 1, 2024 and the first two anniversaries thereof.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table provides information on the outstanding stock awards, specifically unvested shares of restricted stock, held by the Named Executive Officers as of December 31, 2023. Each stock award is shown separately for each of the Named Executive Officers. The market value of each stock award is based on the closing price of our Class A Common Stock as of December 31, 2023, which was $62.34. None of the Named Executive Officers held any outstanding option awards as of December 31, 2023. For additional information about stock awards, see the description of equity-based compensation in the section entitled “Compensation Discussion and Analysis—Long-Term Incentive Program” in this proxy statement.

 

Stock Awards

 

Name of Executive

 

Number of Shares or
Units of Stock That
Have Not Vested (#)

 

 

 

Market Value of Shares or Units of Stock That Have Not Vested ($)

 

 

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

 

 

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert Greenberg

 

 

25,000

 

(1)

 

 

1,558,500

 

 

 

 

 

 

 

 

 

 

 

37,500

 

(2)

 

 

2,337,750

 

 

 

 

 

 

 

 

 

 

 

56,250

 

(3)

 

 

3,506,625

 

 

 

 

 

 

 

 

 

 

 

77,300

 

(4)