Allan Tanenbaum
Designer BrandsAbout Allan J. Tanenbaum
Independent director at Designer Brands Inc. (DBI) since 2005; currently serves on the Audit Committee and the Nominating & Corporate Governance Committee. Age 78. A career corporate attorney, he is Of Counsel to Taylor English Duma, LLC (since 2014) and previously served as SVP, General Counsel and Corporate Secretary of AFC Enterprises, Inc. (public company) from 2001–2005, bringing deep legal, governance, and transaction expertise to DBI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taylor English Duma, LLC | Of Counsel | 2014–present | Corporate governance and transactions advisory |
| Equicorp Partners, LLC | General Counsel & Managing Partner | 2006–present | Private investment/advisory; governance and M&A oversight |
| AFC Enterprises, Inc. | SVP, General Counsel & Corporate Secretary | 2001–2005 | Public company GC; board governance, compliance, M&A |
| Cohen Pollock Merlin Axelrod & Tanenbaum, P.C. | Shareholder (corporate/M&A) | 1996–2001 | Corporate clients across M&A and commercial transactions |
External Roles
| Company/Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Medallion Financial Corp. (Nasdaq: MFIN) | Director | 2017–present | Chair, Compensation Committee; Member, Nominating & Corporate Governance; Member, Investment Oversight |
| Newman’s Own, Inc. | Director | 2025–present | Board member |
Board Governance
- Board class/tenure: Class I director; term expires 2026; director since 2005 .
- Independence: Board affirmatively determined he is independent .
- Committees: Audit Committee (financially literate under NYSE rules); Nominating & Corporate Governance Committee (member) .
- Attendance: In fiscal 2024, all incumbent directors other than one (not Tanenbaum) attended ≥75% of Board/committee meetings; overall average attendance >95% .
- Committee activity in FY2024: Audit (5 meetings); Nominating & Governance (4 meetings) .
- Board structure/quality signals: Separate Executive Chairman and CEO; independent director executive sessions; 100% independent committees; anti-hedging/anti-pledging policy (with grandfathered exceptions); stock ownership guidelines for directors .
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Standard non-employee director cash retainer |
| Audit Committee Member Retainer | $20,000 | Cash; committee member |
| Nominating & Corporate Governance Member Retainer | $15,000 | Cash; committee member |
| Annual Equity Retainer (Stock Units) | $165,000 | Increased from $150,000 effective June 20, 2024 |
FY2024 actual director compensation (DBI):
| Name | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Allan J. Tanenbaum | $125,000 | $165,000 | $290,000 |
Additional structure:
- Director stock units are fully vested at grant; settlement timing can be elected. Tanenbaum elected to settle units upon leaving the Board (deferred settlement) .
Performance Compensation
- Non-employee directors do not receive performance-based pay; equity is an annual retainer in stock units (fully vested at grant) with elective deferral of settlement .
- No performance metrics, options, or variable pay apply to DBI non-employee director compensation .
Other Directorships & Interlocks
| Entity | Nature of Potential Interlock | Observations |
|---|---|---|
| Medallion Financial (MFIN) | External public board; no disclosed DBI dealings | No related-party transactions disclosed involving Tanenbaum or MFIN –. |
| Newman’s Own, Inc. | Private/non-profit board | No DBI conflicts disclosed . |
Expertise & Qualifications
- Skills matrix flags for Tanenbaum include: Financial Expertise; Corporate Governance Expertise; Risk Management Expertise; Real Estate Experience; Mergers & Acquisitions Experience (as reflected in DBI’s director skills summary) .
- Audit Committee “financially literate” designation; not the committee’s designated “audit committee financial expert” (those designations apply to other members) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (Class A) | 247,328 shares (<1%) | Includes share units vesting within 60 days . |
| Share Units Outstanding (2/1/2025) | 208,404 units | Includes accumulated dividend equivalents . |
| Share Units Vesting within 60 days of 3/31/2025 | 197,363 units | Included in beneficial ownership per SEC rules . |
| Shares Pledged (legacy) | 27,746 shares | Pledged in 2016; DBI policy prohibits pledging but exempts pre-policy pledges . |
| Director Ownership Guideline | ≥5x annual cash retainer value | Policy applies to all directors; individual compliance status not disclosed . |
RED FLAG: Shares pledged as collateral (27,746). While grandfathered under DBI’s anti-pledging policy, pledging is generally viewed as misalignment risk by investors .
Governance Assessment
Strengths
- Deep governance and legal background as former public-company GC and long-tenured board member; independent; financially literate on Audit; active roles on Nominating & Governance and Audit support board process discipline .
- Strong engagement indicators (≥75% attendance; overall board attendance >95%); all directors attended the 2024 annual meeting .
- Substantial equity alignment via director stock units with deferred settlement, supporting long-term horizon .
Risks/Watch items
- Legacy share pledge presents alignment optics risk despite policy grandfathering; monitor for any changes in pledged amounts or policy evolution .
- Long tenure (since 2005) can raise independence/perception questions for some investors; note DBI’s ongoing refreshment (new directors added in 2024) and majority independent board .
- Classified board structure persists, which some governance frameworks view as entrenching; DBI cites stability and continuity benefits .
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay support at 2024 annual meeting: ~95% approval, indicating broad shareholder satisfaction with compensation programs (informative for overall governance sentiment) .
Related-Party & Conflicts Review
- DBI discloses multiple related-party transactions with Schottenstein affiliates; Audit Committee oversees related-party review. No related-party transactions disclosed involving Tanenbaum personally – .
Director Compensation Notes (Structure)
- No meeting fees; cash retainers paid quarterly; equity retainer granted at the annual meeting price; directors may elect to defer cash into stock units; equity units accrue dividend equivalents until settlement .
- Nonqualified Deferred Compensation Plan is available, but no Board members participated in FY2024 .