Douglas Howe
Designer BrandsAbout Douglas M. Howe
Douglas M. Howe is Chief Executive Officer of Designer Brands Inc. (DBI) and a director since 2023. He previously served as EVP & President of DSW Shoe Warehouse and held senior merchandising leadership roles at Kohl’s, Qurate Retail Group, Old Navy, Walmart, and May Department Stores, bringing deep retail and product development expertise to DBI . Under his tenure, the company’s annual incentive and long-term performance programs have centered on Adjusted Operating Income (AOI) and pay-for-performance alignment; fiscal 2024 AOI was $67.6 million, below threshold, resulting in a 0% bonus payout and forfeiture of one-third of 2024 PBRSUs . Company TSR (indexed $100) was $68.02 in fiscal 2023 and $38.14 in fiscal 2024, reflecting equity market performance during his period as PEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Designer Brands Inc. | EVP & President, DSW Shoe Warehouse; later CEO | 2022–present | Led merchandising and operating shift; appointed CEO April 1, 2023 |
| Kohl’s Corporation | Chief Merchandising Officer | 2018–2022 | Oversaw merchandising strategy and assortment |
| Qurate Retail Group | Global Chief Merchandising Officer | 2015–2018 | Drove global merchandising initiatives |
| Old Navy; Walmart; May Department Stores | Merchandising, design, product development, planning roles | Various | Built multi-category retail and supply chain expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kohl’s Corporation | Chief Merchandising Officer | 2018–2022 | Led merchandising turnaround initiatives |
| Qurate Retail Group | Global Chief Merchandising Officer | 2015–2018 | Managed global portfolio merchandising |
| Old Navy; Walmart; May Department Stores | Various merchandising leadership | Various | Expanded cross-format retail execution capabilities |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $740,385 | $1,205,769 | $1,200,000 |
| Target Bonus (% of Salary) | Not disclosed for 2022 | 150% (set for FY2024; program notes reference NEO targets) | 150% |
| Cash Bonus ($) | $250,000 | – | – |
| Non-Equity Incentive (ICP) ($) | $1,497,375 | – | $0 (0% payout) |
| All Other Compensation ($) | $192,867 | $13,835 | $16,099 |
| Total Compensation ($) | $11,230,591 | $5,719,612 | $4,882,753 |
Notes:
- FY2024 CEO pay ratio: 263:1 (CEO $4,882,753 vs median employee $18,544) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual ICP (FY2024) | Adjusted Operating Income | 100% | $104.5M target; threshold $82.0M; max $115.0M | $67.6M | 0% payout (all NEOs) | Cash (annual) |
| PBRSUs (FY2024 cycle 1) | Adjusted Operating Income | 50% of LTI | Threshold 41,933; target 83,867; max 125,800 shares for cycle 1 | 0% earned (below threshold) | 0 for cycle 1 | Earned shares, if any, cliff-vest 3 years from grant (Mar 28, 2027) |
| Time-based RSUs (FY2024) | Time-based vesting | 50% of LTI | 251,600 RSUs granted | N/A | N/A | Cliff vest 3 years from grant (Mar 28, 2027) |
Grant detail (FY2024 annual awards for Howe):
- PBRSUs at target: 251,600; TBRSUs: 251,600; total at target 503,200 shares (grant date Mar 28, 2024; grant pricing $10.93) .
- Shares vested in FY2024 (time-based RSUs): 140,507; value realized $1,310,930; net shares received after tax: 91,786 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 249,848 Class A shares; <1% of outstanding |
| Shares vesting within 60 days of 3/31/2025 | 63,324 share units (RSUs) |
| Unvested Time-based RSUs | 221,112 vest 5/30/2025; 277,702 vest 3/23/2026; 259,363 vest 3/28/2027 |
| Unvested Performance-based RSUs | 63,324 vests 5/30/2025; 172,908 vests 3/28/2027 (subject to performance and cliff vest) |
| Market Value of Unvested Awards | 821,501 time-based units ($4,132,150 at $5.03); 172,908 performance-based ($869,727 at $5.03), as of FY2024 YE |
| Options | None outstanding for Howe |
| Ownership Guidelines | CEO must hold 3x salary; five-year window from Mar 13, 2025; Howe currently exceeds guideline |
| Hedging/Pledging | Hedging and pledging prohibited; legacy pledge exception noted for a different director, not Howe |
Upcoming vesting schedule (indicative potential supply around dates):
- 05/30/2025: 221,112 TBRSUs + 63,324 PBRSUs
- 03/23/2026: 277,702 TBRSUs
- 03/28/2027: 259,363 TBRSUs + 172,908 PBRSUs
Employment Terms
| Provision | Terms (Howe) |
|---|---|
| Employment Agreement | Standard executive agreement; no fixed term disclosed |
| Termination without Cause | Salary continuation: $1,800,000 (18 months); target cash incentive: $1,800,000; COBRA: $27,529; accelerated equity: $2,827,554; total: $6,455,083 |
| Death/Disability | Salary continuation: $46,154; target cash incentive: $1,800,000; accelerated equity: $5,001,877; total: $6,848,031 |
| Change in Control (double trigger) | Target cash incentive: $1,800,000; accelerated equity: $5,001,877; total: $6,801,877; equity acceleration under LTI plan if awards not assumed or upon qualifying termination within two years |
| Accelerated Vesting Outside CIC | 18 months of accelerated vesting for RSUs/options |
| Clawbacks | Dodd-Frank Clawback Policy (effective Dec 1, 2023); LTI Plan recoupment for fraud or restatements |
| Nonqualified Deferred Comp | No contributions in FY2024 |
Definitions:
- “Cause” includes willful/illegal conduct, fiduciary breaches, dishonesty, etc. .
- “Good Reason” defined for certain executives; Howe’s agreement specifics not enumerated beyond standard structure .
Board Governance and Director Service
- Board service: Director since 2023; CEO; no committee memberships; not independent (employee director) .
- Governance structure: Separate CEO and Executive Chairman roles; > two-thirds independent directors; 100% independent committees; independent directors meet without management; anti-hedging/anti-pledging; stock ownership guidelines for CEO and directors .
- Director compensation: Employee directors (including CEO) receive no additional pay for board service .
- Committee landscape: Audit, Human Capital & Compensation (HCCC), Nominating & Corporate Governance (NCGC), Technology (TC) committees; all independent; committees met 4–5 times in FY2024 .
Performance & Track Record (operating context under Howe)
- Q2 FY2026 commentary highlighted sequential improvement, U.S. retail comps down 5% with improved store traffic and conversion (+1%), top eight brands penetration 45% with positive 1% comp, and cost discipline reducing adjusted opex by ~$14M; AOI leverage improved 350 bps vs Q1 .
- Assortment depth up 15% while choice count down 25% to improve in-stock and conversion; women’s dress comp +5% and +900 bps sequential improvement; partnership initiatives (e.g., DoorDash) added new customers .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval ~95% at 2024 Annual Meeting; committee viewed results as supportive of current program design and implemented no material changes specifically due to the vote .
Multi-Year Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $3,196.6M * | $3,315.4M * | $3,074.98M* |
| EBITDA ($USD) | $275.18M* | $267.86M* | $138.39M* |
Values retrieved from S&P Global. Notes: Periods presented oldest → newest. Asterisks indicate S&P Global values where proxy citations are not available.
Investment Implications
- Pay-for-performance alignment is strong: 0% FY2024 annual bonus and forfeiture of 1/3 of 2024 PBRSUs after AOI missed threshold; incentive structures are sensitive to operating profit trajectory, reinforcing turnaround execution focus .
- Upcoming vesting events (May 2025, Mar 2026/2027) represent potential insider supply windows due to sizeable TBRSU cliffs; however, anti-hedging/anti-pledging policy and CEO stock ownership guideline compliance mitigate misalignment risks .
- Severance and CIC terms are moderate and standardized (18 months salary continuation; double-trigger equity acceleration), limiting outsized change-in-control payouts and aligning with governance best practices; no excise tax gross-ups on CIC .
- Strategic operating moves (assortment depth, brand focus, cost actions) show improving conversion and sequential comps, suggesting incentives are pushing toward measurable operational KPIs that can translate into AOI recovery—a key determinant of future PBRSU vesting and ICP payouts .