Andrea O'Donnell
Designer BrandsAbout Andrea O’Donnell
Andrea O’Donnell, age 56, is Executive Vice President and President, Brands (Camuto LLC) at Designer Brands, having joined in January 2024. She previously served as CEO of Everlane (2021–2024) and President at Deckers overseeing UGG and Koolaburra (2016–2021), with earlier senior roles at DFS Group, Lane Crawford, John Lewis, Hackett, Jaeger, and Debenhams Brands. In fiscal 2024, DBI net sales declined 2.1% to $3.0B, Adjusted Operating Income (AOI) was $67.6M (below threshold), and the company reported a net loss of $10.5M; consequently, no short-term or performance-share payouts were earned for FY24, reinforcing pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Everlane, Inc. | Chief Executive Officer | 2021–2024 | Led a fashion retailer through brand and operational initiatives |
| Deckers Outdoor Corp. | President (oversaw UGG and Koolaburra) | 2016–2021 | Ran major footwear brands within a global portfolio |
| DFS Group Ltd. | President, Global Merchandising | 2014–2016 | Led merchandising at a multi‑billion‑dollar retailer |
| Lane Crawford | Executive Director | 2012–2014 | Responsible for merchandising, planning, marketing, CRM, store planning across APAC |
| John Lewis plc; Hackett Ltd; Jaeger; Debenhams Brands Ltd | Senior roles | N/A | Various leadership positions at notable retailers |
External Roles
No public company directorships or external board roles disclosed for Ms. O’Donnell in DBI’s proxy .
Fixed Compensation
| Item (FY2024) | Amount |
|---|---|
| Base salary | $825,000 |
| Target annual bonus (% of salary) | 75% |
| Actual ICP (annual cash incentive) payout | $0 (below threshold AOI) |
| Bonus (per SCT “Bonus” column) | $1,147,500 |
| Perquisites and other: relocation | $917,456 |
| Relocation tax gross-up | $146,244 |
| 401(k) match and life insurance | $16,500; $390 |
Notes
- DBI discloses that relocation costs may be grossed-up; tax gross-ups otherwise are not provided (except standard relocation benefits) .
Performance Compensation
Short-Term Incentive Plan (ICP) – FY2024
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted Operating Income | $82.0M | $104.5M | $115.0M | $67.6M | 0% |
Design: FY24 ICP for NEOs was based on company AOI; no payout was earned given actual AOI below threshold .
Long-Term Incentives (granted March 28, 2024)
| Award type | Structure | Target/Grant detail | Vesting | FY2024 performance result |
|---|---|---|---|---|
| Performance-based RSUs | 3-year program with three separate 1-year performance cycles; AOI metric each year | First cycle share opportunity (threshold/target/max) 7,624 / 15,248 / 22,873 | Earned shares (if any) vest on 3rd anniversary of grant | AOI $67.6M (below threshold) ⇒ 0% earned for FY2024 cycle |
| Time-based RSUs | Time-vested | Included in FY24 LTI grant | 100% cliff vest at 3 years | Time-based—no FY2024 performance condition |
Realization in FY2024
- Shares acquired on vesting (time-based RSUs): 37,675 ($189,505 value realized) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 21,769 shares as of March 31, 2025 (less than 1%) |
| Unvested time-based RSUs (market value at $5.03) | 122,513 units; $616,240 |
| Unearned performance-based RSUs (market value at $5.03) | 31,438 units; $158,133 |
| Upcoming vesting schedule (time-based) | 37,677 on Feb 1, 2026; 37,680 on Feb 1, 2027; 47,156 on Mar 28, 2027 |
| Anti-hedging/anti-pledging policy | Executives and directors prohibited from hedging or pledging; pre-clearance and trading window restrictions apply |
| Ownership guidelines | DBI discloses CEO stock ownership guideline; no specific guideline disclosed for other executives |
Employment Terms
Standard executive agreement (applies to Ms. O’Donnell) provides, upon involuntary termination without cause: salary continuation for 12 months; pro‑rata annual bonus for year of termination; 1 year of equity vesting acceleration; and up to 12 months COBRA differential. Non‑compete through the longer of one year post‑termination or salary continuation; non‑solicit through the longer of two years or salary continuation; confidentiality and non‑disparagement apply. Double‑trigger change‑in‑control protection under the LTI Plan (unassumed awards vest; PBRSUs at target) .
Potential payments and benefits (scenario analysis at FY2024 year-end)
| Scenario | Salary continuation | Target cash incentive | Benefits continuation | Accelerated equity | Total |
|---|---|---|---|---|---|
| Involuntary termination without cause | $825,000 | $618,750 | $16,971 | $189,505 | $1,650,226 |
| Death or disability | $31,731 | $618,750 | — | $774,374 | $1,424,855 |
| Involuntary due to change in control (double trigger) | — | $618,750 | — | $774,374 | $1,393,124 |
Clawback policies
- Dodd‑Frank recoupment policy effective Dec 1, 2023 (for incentive-based compensation received on or after Oct 2, 2023) .
- Additional LTI Plan recoupment for fraud/misconduct and restatements .
Compensation Structure Observations (Pay-for-Performance)
- FY2024 alignment: DBI did not meet AOI thresholds for the ICP or the first PBRSU cycle, delivering 0% payouts in both programs, while fixed salary remained unchanged year over year—consistent with a turnaround‑stage, at‑risk design .
- Cash vs. equity mix: For NEOs (ex-CEO), ~25% fixed and ~75% variable at target; Ms. O’Donnell also received a cash bonus (SCT “Bonus”) alongside relocation and related gross-up, boosting cash in her first full year .
- Design features: No options granted in FY2024; PBRSUs use AOI with three one‑year cycles; time-based RSUs cliff vest at three years; double‑trigger CIC; anti-hedging/pledging; pre-clearance; clawbacks .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑Pay approval: ~95% support at the 2024 Annual Meeting, viewed as strong endorsement of the program .
- Proxy peer group (for benchmarking): Abercrombie & Fitch, American Eagle, Caleres, Carter’s, Columbia Sportswear, Crocs, Deckers, Express, Genesco, Steve Madden, Tapestry, The Children’s Place, Urban Outfitters, Wolverine World Wide, Big Lots (note: updates reflected in FY2024) .
Investment Implications
- Compensation alignment: With AOI as the central STI/LTI metric and 0% payouts for FY2024, incentives are clearly tied to operating profit recovery—supportive of shareholder alignment in a turnaround .
- Retention and overhang: Ms. O’Donnell holds meaningful unvested RSUs with scheduled vesting dates in 2026–2027 and PBRSU cycles extending through 2027; these create retention hooks and identifiable vesting events that could influence insider liquidity windows, though anti‑hedging/pledging and pre‑clearance restrict opportunistic trades .
- Contract protection: Standard severance with 12 months’ salary, pro‑rata bonus, partial equity acceleration, and double‑trigger CIC should mitigate abrupt transition risk without excessive guarantees; relocation gross‑up is a modest governance negative but disclosed as policy‑consistent .
- Execution lens: FY2024 results (flat-to-down sales, negative NI, AOI below threshold) underscore the challenge; pay outcomes reinforce performance accountability as Ms. O’Donnell drives brand profitability within Camuto/Brands .