Deborah Ferrée
Designer BrandsAbout Deborah Ferrée
Deborah L. Ferrée, age 71, is Vice Chair and Chief Product Officer at Designer Brands (DBI), having joined the company in November 1997; she has held senior merchandising and product roles including Vice Chair and Chief Merchandising Officer (2006–2019), President (2019–2021), and President of Camuto LLC (2021–2023), before becoming Chief Product Officer in February 2023 . Recent company performance contextualizing her incentive outcomes: FY2024 net sales were $3.0B (down 2.1%), gross margin 42.7% (vs 43.1% prior year), and net loss attributable to DBI of $10.5M; FY2024 adjusted operating income (AOI) was $67.6M, below the short‑term and performance share thresholds, leading to zero incentive payouts for the year . Multi-year pay-versus-performance metrics show cumulative indexed TSR falling to $38.14 (from a $100 base since January 2020), with AOI declining from $205.3M in FY2022 to $67.6M in FY2024, and net income moving from $162.7M (FY2022) to a $10.5M loss (FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Designer Brands Inc. | Vice Chair and Chief Product Officer | Feb 2023–present | — |
| Designer Brands Inc. | President, Camuto LLC | Jun 2021–Feb 2023 | — |
| Designer Brands Inc. | President | Feb 2019–Jun 2021 | — |
| Designer Brands Inc. | Vice Chair & Chief Merchandising Officer | Jan 2006–Feb 2019 | — |
| Designer Brands Inc. | President & Chief Merchandising Officer | Nov 2004–Jan 2006 | — |
| Designer Brands Inc. | EVP & Chief Merchandising Officer | Mar 2002–Nov 2004 | — |
| Designer Brands Inc. | SVP Merchandising | Sep 2000–Mar 2002 | — |
| Designer Brands Inc. | VP Merchandising | Nov 1997–Sep 2000 | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harris Department Store | Divisional Merchandising Manager – Shoes, Accessories, Intimate Apparel | Not disclosed | — |
| Ross Stores | Women’s Buyer | Not disclosed | — |
| May Company | Divisional Merchandise Manager | Not disclosed | — |
Fixed Compensation
Multi-year compensation for Deborah L. Ferrée:
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $1,030,000 | $1,049,808 | $1,030,000 |
| Bonus | — | — | — |
| Stock Awards (grant-date fair value) | $2,799,972 | $2,800,013 | $1,866,669 |
| Non-Equity Incentive Plan Compensation | $1,218,619 | — | — |
| All Other Compensation | $12,530 | $13,590 | $15,775 |
| Total | $5,061,121 | $3,863,411 | $2,912,444 |
Perquisites and benefits (FY2024 examples):
- 401(k) company match $15,385 and life insurance premium $390 .
Performance Compensation
Short-term incentive (ICP) – FY2024:
| Component | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Operating Income (AOI) | 100% | $82.0M (25%) | $104.5M (100%) | $115.0M (200%) | $67.6M | 0% |
Long-term incentives – FY2024 award design:
| Award Type | Weighting | Metric | Grant Date | Target/Granted | Vesting | FY2024 Cycle Result |
|---|---|---|---|---|---|---|
| Performance-Based RSUs | 50% of LTI | AOI, three one-year cycles within 3-year period | Mar 28, 2024 | 128,088 target RSUs (total award at target) | Earned shares (per cycle) vest at 3rd anniversary | FY2024 AOI below threshold → 0% for first cycle |
| Time-Based RSUs | 50% of LTI | n/a | Mar 28, 2024 | 128,088 RSUs | Cliff vest after 3 years | n/a |
Ferrée’s FY2024 ICP target and equity cycle specifics:
| Item | Value |
|---|---|
| ICP Target as % of Salary | 125% |
| FY2024 PBRSU first cycle shares (threshold/target/max) | 21,348 / 42,696 / 64,044 |
| FY2024 PBRSU first cycle payout | 0% (forfeited one-third of PBRSUs) |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of Mar 31, 2025 unless noted):
| Item | Amount | Notes |
|---|---|---|
| Class A Common Shares Beneficially Owned | 1,021,582 | 2.5% of Class A |
| Combined Voting Power | 1.1% | Reflects dual-class structure |
| Options Outstanding (selected strike/expirations) | 191,385 @ $37.50 exp. 3/24/2025; 212,680 @ $27.00 exp. 3/22/2026; 359,935 @ $19.02 exp. 3/21/2027 | Historical option overhang; options fully vested prior to FY2023 |
| Options Exercisable within 60 days (Mar 31, 2025) | 572,615 | Snapshot used in beneficial ownership |
| Unvested RSUs (incl. DEUs) | 505,890 ($2,544,627 market value at $5.03) | TBRSUs subject to cliff vesting |
| Unearned PBRSUs (not yet earned) | 88,027 ($442,776 market value at $5.03) | Remaining cycles target; first cycle forfeited |
| Upcoming Vesting (PBRSUs) | 90,647 on 3/24/2025; 88,027 on 3/28/2027 | Contingent on prior cycle attainment |
| Upcoming Vesting (TBRSUs) | 110,410 on 3/24/2025; 172,792 on 3/23/2026; 132,041 on 3/28/2027 | Cliff vest schedules |
Trading, hedging, pledging policies:
- Executives are subject to pre-clearance and trading window restrictions; anti-hedging and anti-pledging policies apply to all executive officers and directors .
Employment Terms
Key contract and severance economics for Ferrée:
- Standard executive agreement: eligible for severance upon termination without cause or for “good reason” (unique to Ferrée) .
- Severance components: salary continuation for 12 months; pro‑rata bonus for the fiscal year of termination; accelerated vesting of equity for one year; COBRA reimbursement for up to 18 months (Ferrée) less regular employee premium .
- Restrictive covenants: non‑competition for the longer of one year or the salary continuation period; non‑solicitation for the longer of two years or the salary continuation period; confidentiality and non‑disparagement provisions enforced; benefits conditioned on compliance .
- Change-in-control: double-trigger vesting; if unassumed, time-based RSUs vest immediately and PBRSUs vest at target; similar acceleration applies if terminated within two years post‑CoC for reasons other than cause or good reason .
Scenario analysis (Ferrée, $ values if event occurred Feb 1, 2025; stock price $5.03):
| Scenario | Salary Continuation | Cash Incentive (Target) | Benefit Continuation | Accelerated Equity | Total |
|---|---|---|---|---|---|
| Involuntary Termination Without Cause / Good Reason | $1,030,000 | $1,287,500 | $9,293 | $1,011,317 | $3,338,110 |
| Involuntary Termination – Death/Disability | $39,615 | $1,287,500 | — | $2,987,403 | $4,314,518 |
| Involuntary Termination due to Change in Control | — | $1,287,500 | — | $2,987,403 | $4,274,903 |
Clawbacks:
- Mandatory recoupment policy adopted under Dodd‑Frank (effective Dec 1, 2023) applies to erroneously awarded incentive-based compensation following accounting restatements .
- LTI Plan recoupment allows recovery for fraud/misconduct or restatements that would have reduced award amounts; additive to Dodd‑Frank requirements .
Performance & Track Record
Company KPIs relevant to FY2024 incentives:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Adjusted Operating Income (Loss) ($) | $205,300,000 | $89,936,000 | $67,616,000 |
| Net Income (Loss) ($) | $162,676,000 | $29,062,000 | $(10,549,000) |
| Indexed TSR (from $100 base) | $76.07 | $68.02 | $38.14 |
| Net Sales ($) | — | — | $3.0B |
Notes:
- FY2024 executive variable pay (STI and first LTI cycle) paid 0% due to AOI under threshold .
- FY2024 gross margin 42.7% vs 43.1% prior year .
Compensation Structure Analysis
- Equity-heavy design: annual LTI split 50% PBRSUs and 50% TBRSUs; PBRSUs now use a three-year performance period made up of three one‑year cycles to align with turnaround dynamics .
- FY2024 outcomes: one‑third of 2024 PBRSUs forfeited for all NEOs due to AOI below threshold; TBRSUs continue to vest on schedule, creating time‑based retention value .
- Risk mitigants: caps on bonus payouts, clawbacks, anti-hedging/pledging, no option repricing, limited perqs, independent consultant (Korn Ferry) engagement and peer benchmarking .
Equity Ownership & Alignment
- Significant personal alignment: Ferrée beneficially owns 1,021,582 Class A shares (2.5% of Class A), plus vested options and unvested RSUs; anti-hedging/anti-pledging policies strengthen alignment .
- Upcoming vest schedules and sizeable option inventory may create mechanical event-driven trading windows, but all executive transactions require pre‑clearance and adhere to trading window controls .
Employment Terms
- Start date: November 1997; years in current role: Chief Product Officer since Feb 2023; Vice Chair since Jan 2006 .
- Contract: standard NEO agreement with good‑reason protection; includes salary continuation, pro‑rata bonus, partial acceleration, COBRA benefits, and restrictive covenants; double‑trigger CoC protection through LTI Plan .
Investment Implications
- Pay-for-performance discipline: Zero FY2024 incentive payouts for both STI and first PBRSU cycle indicate strict alignment to AOI targets amid weaker operating performance; retention relies on TBRSU vesting and significant pre-existing equity/option exposure .
- Vesting calendar and options: Upcoming 2025–2027 vest dates and large option tranches could influence planned selling windows, though pre‑clearance and trading window restrictions reduce opportunistic timing risk .
- Severance/CoC economics: Standard protections with double‑trigger vesting at target for PBRSUs under CoC scenarios balance retention and shareholder alignment; Ferrée’s quantified CoC scenario totals are moderate relative to historic equity values .
- Ownership alignment: Material beneficial ownership and anti‑hedging/pledging policy support long‑term alignment; no executive tax gross‑ups and robust clawbacks reduce governance red flags .