Skechers U.S.A., Inc. Preliminary proxy statement not related to a contested matter or merger/acquisition

Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay Versus Performance

Provided below is our company’s “Pay Versus Performance” disclosure as required pursuant to Item 402(v) of Regulation

S-K

under the Exchange Act. As required by Item 402(v), we have included:

(1)

A table that compares the total compensation of our Named Executive Officers as presented in the SCT for each year to pay calculated in accordance with Item 402(v) (referred to as “Compensation Actually Paid”, or CAP) and that compares CAP to specified performance measures;

(2)

A list of the most important measures that our Compensation Committee used in 2022 to

lin

k CAP to our company’s performance; and

(3)

Graphs and narratives that describe:

the relationship between our cumulative total shareholder return (“TSR”) and the TSR of the S&P Retail Select Industry Index (“Peer Group TSR”); and

the relationship between CAP and our TSR; and

the relationship between CAP and Sales Growth, which is our Company Selected Measure (“CSM”).

This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the Named Executive Officers or how the Compensation Committee evaluates compensation decisions in light of the performance of our company or individual accomplishments. In particular, the Compensation Committee does not use CAP as a basis for making compensation decisions. Please refer to our “

Compensation Discussion and Analysis”

on pages 27 to 39 for a discussion of our executive compensation program objectives and the ways in which we design our program to align executive compensation with our company’s performance.

Pay Versus Performance Table

The following table reports the compensation of our PEO and the average compensation of the other NEOs as reported in the SCT for the past three fiscal years, as well as their CAP as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.


									Value of Initial Fixed $100 Investment Based On: (4)
Year (1)	SCT Total for PEO (2)		Compensation Actually Paid to PEO (3)		Average SCT Total for Non- PEO NEOs (2)		Average Compensation Actually Paid to Non-PEO NEOs (3)		Total Shareholder Return		Peer Group Total Shareholder Return (5)		Net Income (in thousands)		Sales Growth (in thousands) (6)
2022	$	22,061,848	$	20,246,041	$	9,651,136	$	8,837,716		97.13		138.26	$	373,028	$	1,134,363
2021		24,014,341		29,363,412		9,714,407		12,040,298		100.49		202.49		741,503		1,696,757
2020		20,288,091		4,100,091		8,792,682		2,347,723		83.21		141.63		98,564		(629,114	)

(1)	The PEO and other NEOs for all applicable years were as follows: Robert Greenberg served as our PEO and Messrs. Vandemore, Michael Greenberg, Weinberg and Nason served as the non-PEO NEOs.

(2)

Amounts reported in this column represent (i) the total compensation reported in the SCT for the applicable year in the case of the PEO and (ii) the average of the total compensation reported in the SCT for the applicable year for our other Named Executive Officers reported for the applicable year other than the PEO.

(3)

To calculate CAP, adjustments were made to the amounts reported in the SCT for the applicable year. The primary difference between the calculation of SCT total compensation and CAP is due to market fluctuations in our company’s stock price. Fair value or change in fair value, as applicable, of equity awards in the CAP columns below was determined as follows:

For solely service vesting restricted stock, the closing price of our Class A common stock on the applicable fiscal

year-end

date or vesting date;

ii.

For the performance condition component of the performance-vesting restricted stock, the same valuation methodology as for the service vesting restricted stock except that

year-end

values were multiplied by a factor reflecting achievement of the probable outcome of the performance objective as of the measurement date; and

iii.

For the market condition component of performance-vesting restricted stock, using a Monte-Carlo simulation method, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objectives established for the respective award. For information on the inputs to our Monte-Carlo simulations, see footnote (1) of our Summary Compensation Tables for 2022, 2021 and 2020.

Given that the values in the columns for Compensation Actually Paid to our PEO and the other NEOs are significantly tied to our stock price of the last day of the listed fiscal year, it is important to note that the values could have been dramatically different if other dates were chosen. To illustrate, in 2020, our stock price fluctuated from a low of $20.61 per share to a high of $43.88, with the closing share price on December 31, 2020 representing 82.09% of our

52-week

high for 2020. In 2021, our stock price fluctuated from a low of $34.48 per share to a high of $54.54, with the closing share price on December 31, 2021 representing 79.90% of our

52-week

high for 2021. And finally, in 2022, our stock price fluctuated from a low of 31.72 per share to a high of $48.94, with the closing share price on December 31, 2022 representing 85.72% of our

52-week

high for 2022. Accordingly, the values in the columns for Compensation Actually Paid to our PEO and the other NEOs could have been significantly less if other dates were chosen or if our stock price happened to be lower on the last day of the listed fiscal year.

A reconciliation of the adjustments for the PEO and for the average of the other Named Executive Officers is set forth in the table below.


			PEO									Average Non-PEO NEOs (a)
Fiscal Year			2022			2021			2020			2022			2021			2020
Summary Compensation Table	(b	)		22,061,848		$	24,014,341		$	20,288,091		$	9,651,136		$	9,714,407		$	8,792,682

Minus—Grant Date Fair Value of Stock Awards Granted in Year	(c	)		(6,983,625	)		(7,393,375	)		(13,608,500	)		(3,666,403	)		(3,511,853	)		(5,531,925	)
Plus—Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in the Fiscal Year	(d	)		6,934,125			8,203,250			7,880,000			3,640,416			3,896,544			3,359,325
Plus / Minus—Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years	(e	)		(1,411,119	)		3,896,696			(2,175,000	)		(629,431	)		1,666,398			(1,015,000	)
Plus / Minus—Change in Fair Value at Vesting of Stock Awards Granted in Prior Fiscal Years	(f	)		(355,188	)		642,500			(8,284,500	)		(158,002	)		274,802			(3,257,359	)

Compensation Actually Paid			$	20,246,041		$	29,363,412		$	4,100,091		$	8,837,716		$	12,040,298		$	2,347,723

(a)

See footnote 1 above for the Named Executive Officers included in the average for each year.

(b)

Represents Total Compensation as reported in the SCT for the indicated fiscal year. For the other Named Executive Officers, amounts shown represent averages.

(c)

Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, calculated in accordance with ASC718. See Note 8 to the Audited Financial Statements included in our Form

10-K

for the fiscal year ended December 31, 2022 for a discussion of the relevant assumptions used in calculating these amounts.

(d)

Represents the fair value as of the indicated fiscal

year-end

of the outstanding and unvested option awards and stock awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes.

(e)

Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.

(f)

Represents the change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, or which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.

(4)	Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance.

(5)	The TSR Peer Group consists of the S&P Retail Select Industry Index.

(6)

We determined that Sales Growth is the most important financial performance measure used to link CAP to our performance. In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our

“pay-for-performance”

compensation philosophy. We believe our executive compensation program and the executive compensation decisions included in the 2022 SCT related disclosures appropriately reward our PEO and the other NEOs for Skechers’ and individual performance, assist us in retaining our senior leadership team and support long-term value creation for our stockholders. Refer to Performance Measures Used to Used to Link Skechers’ Performance and CAP to the Named Executive Officers.

Company Selected Measure Name

Sales Growth

Named Executive Officers, Footnote [Text Block]

Messrs. Vandemore, Michael Greenberg, Weinberg and Nason served as the

non-PEO

NEOs.

Peer Group Issuers, Footnote [Text Block]

The TSR Peer Group consists of the S&P Retail Select Industry Index.

PEO Total Compensation Amount

$ 22,061,848

$ 24,014,341

$ 20,288,091

PEO Actually Paid Compensation Amount

$ 20,246,041

29,363,412

4,100,091

Adjustment To PEO Compensation, Footnote [Text Block]


			PEO									Average Non-PEO NEOs (a)
Fiscal Year			2022			2021			2020			2022			2021			2020
Summary Compensation Table	(b	)		22,061,848		$	24,014,341		$	20,288,091		$	9,651,136		$	9,714,407		$	8,792,682

Minus—Grant Date Fair Value of Stock Awards Granted in Year	(c	)		(6,983,625	)		(7,393,375	)		(13,608,500	)		(3,666,403	)		(3,511,853	)		(5,531,925	)
Plus—Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in the Fiscal Year	(d	)		6,934,125			8,203,250			7,880,000			3,640,416			3,896,544			3,359,325
Plus / Minus—Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years	(e	)		(1,411,119	)		3,896,696			(2,175,000	)		(629,431	)		1,666,398			(1,015,000	)
Plus / Minus—Change in Fair Value at Vesting of Stock Awards Granted in Prior Fiscal Years	(f	)		(355,188	)		642,500			(8,284,500	)		(158,002	)		274,802			(3,257,359	)

Compensation Actually Paid			$	20,246,041		$	29,363,412		$	4,100,091		$	8,837,716		$	12,040,298		$	2,347,723

(a)

See footnote 1 above for the Named Executive Officers included in the average for each year.

(b)

Represents Total Compensation as reported in the SCT for the indicated fiscal year. For the other Named Executive Officers, amounts shown represent averages.

(c)

10-K

for the fiscal year ended December 31, 2022 for a discussion of the relevant assumptions used in calculating these amounts.

(d)

Represents the fair value as of the indicated fiscal

year-end

of the outstanding and unvested option awards and stock awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes.

(e)

(f)

Represents the change in fair value, measured from the prior fiscal

year-end

Non-PEO NEO Average Total Compensation Amount

$ 9,651,136

9,714,407

8,792,682

Non-PEO NEO Average Compensation Actually Paid Amount

$ 8,837,716

12,040,298

2,347,723

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]


			PEO									Average Non-PEO NEOs (a)
Fiscal Year			2022			2021			2020			2022			2021			2020
Summary Compensation Table	(b	)		22,061,848		$	24,014,341		$	20,288,091		$	9,651,136		$	9,714,407		$	8,792,682

Minus—Grant Date Fair Value of Stock Awards Granted in Year	(c	)		(6,983,625	)		(7,393,375	)		(13,608,500	)		(3,666,403	)		(3,511,853	)		(5,531,925	)
Plus—Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in the Fiscal Year	(d	)		6,934,125			8,203,250			7,880,000			3,640,416			3,896,544			3,359,325
Plus / Minus—Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years	(e	)		(1,411,119	)		3,896,696			(2,175,000	)		(629,431	)		1,666,398			(1,015,000	)
Plus / Minus—Change in Fair Value at Vesting of Stock Awards Granted in Prior Fiscal Years	(f	)		(355,188	)		642,500			(8,284,500	)		(158,002	)		274,802			(3,257,359	)

Compensation Actually Paid			$	20,246,041		$	29,363,412		$	4,100,091		$	8,837,716		$	12,040,298		$	2,347,723

(a)

See footnote 1 above for the Named Executive Officers included in the average for each year.

(b)

Represents Total Compensation as reported in the SCT for the indicated fiscal year. For the other Named Executive Officers, amounts shown represent averages.

(c)

10-K

for the fiscal year ended December 31, 2022 for a discussion of the relevant assumptions used in calculating these amounts.

(d)

Represents the fair value as of the indicated fiscal

year-end

of the outstanding and unvested option awards and stock awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes.

(e)

(f)

Represents the change in fair value, measured from the prior fiscal

year-end

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid Versus Total Shareholder Return

As demonstrated by the following table, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to other NEOs generally align with our TSR over the three-year period reported in the chart, especially when considering the dramatic impact of

COVID-19

on our financial results in 2020, during which no short-term incentive bonuses were paid to either our PEO or other NEOs.

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid and Net Income

As demonstrated by the following table, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to other NEOs is meaningfully aligned with Skechers’ net income and change in net income over the years presented in the “

Pay Versus Performance Table for 2022

”. While Skechers does not use net income as a performanc

e meas

ure in the overall executive compensation program, the measure of net income is broadly correlated with the measures of Sales Growth and Adjusted Diluted EPS, which Skechers uses in its short-term and long-term incentive compensation programs.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid and Sales Growth

As demonstrated by the following table, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to other NEOs is aligned with Skechers’ sales growth over the years presented in the “

Pay Versus Performance Table for 2022

”. This is due primarily to Skechers use of sales growth as the key metric in its short-term incentive program for both our PEO and our NEOs, as well as other senior management.

Total Shareholder Return Vs Peer Group [Text Block]

Compensation Actually Paid Versus Total Shareholder Return

COVID-19

on our financial results in 2020, during which no short-term incentive bonuses were paid to either our PEO or other NEOs.

Tabular List [Table Text Block]

Performance Measures Used to Link Skechers’ Performance and CAP to the Named Executive Officers

The following is a list of financial performance measures, which in our assessment represent the most important measures used by us to link CAP for the Named Executive Officers in 2022. Please see the CD&A for a further description of these metrics, including how they are calculated for incentive purposes, and how they are used in our executive compensation program, including the annual bonus and 2022 long-term incentive program.