Elaine Eisenman
Designer BrandsAbout Elaine J. Eisenman
Elaine J. Eisenman, age 76, is an independent director of Designer Brands Inc. and has served on the Board since 2008. She is Managing Director of Saeje Advisors LLC (since August 2016) and previously served as Dean of Executive and Enterprise Education at Babson College (2005–2016); she brings deep expertise in human capital, executive selection, compensation, and succession planning. Eisenman currently chairs the Human Capital and Compensation Committee (HCCC) and serves on the Audit Committee (AC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saeje Advisors LLC | Managing Director | Aug 2016–present | Strategic advisory for high-growth companies |
| Babson College | Dean, Executive and Enterprise Education | Jul 2005–Aug 2016 | Led executive education; human capital expertise |
| The Children’s Place (PLCE) | SVP Human Resources & Administration | 2004–2005 | Executive selection, compensation processes |
| American Express Company | Senior executive roles | 1995–1998 | HR/leadership experience |
| Enhance Financial Services Co. | Senior executive roles | 1999–2003 | Compensation/succession exposure |
| PDI International | Senior executive roles | 1990–1995 | Consulting, cultural transformation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private Directors Association | Chairperson of the Board | 2022–2024 | Governance excellence for private boards |
| Women Corporate Directors Foundation (Boston) | Founding member & Co-Chair | Not specified | Global organization for women on public boards |
| Harvard Vanguard Medical Associates | Director; Chair, Compensation Committee | Prior service (dates not specified) | Compensation committee leadership |
Board Governance
- Committee assignments: Chair of the Human Capital and Compensation Committee; member of the Audit Committee. The HCCC met five times and the Audit Committee met five times in fiscal 2024, indicating meaningful engagement.
- Independence and attendance: The Board affirmatively determined Eisenman is independent; in fiscal 2024, with the exception of one director (Richard A. Paul), each incumbent director attended ≥75% of Board and committee meetings; overall average attendance was over 95%. Each key committee (NCGC, HCCC, AC, Technology) is composed entirely of independent directors.
- Compensation Committee interlocks: None. HCCC members (including Eisenman) were independent and no insiders served on boards/committees of other companies creating interlocks.
- Election/engagement signals: Eisenman was reelected as a Class III director at the 2025 Annual Meeting with 85,682,002 votes for, 842,388 withheld, and 8,844,248 broker non-votes. Advisory say-on-pay was approved at the 2025 Annual Meeting and the prior year’s advisory vote received ~95% support, signaling investor alignment with compensation oversight.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid quarterly |
| Annual Equity Retainer (stock units) | $165,000 | Increased from $150,000 effective June 20, 2024 |
| Audit Committee Member Retainer | $20,000 | Cash; members only |
| HCCC Member Retainer | $15,000 | Cash; members only |
| NCGC Member Retainer | $15,000 | Cash; members only |
| Technology Committee Member Retainer | $15,000 | Cash; members only |
| Audit Committee Chair Retainer | $40,000 | Cash or stock, director’s election |
| HCCC Chair Retainer | $35,000 | Cash or stock, director’s election |
| NCGC Chair Retainer | $30,000 | Cash or stock, director’s election |
| Technology Committee Chair Retainer | $30,000 | Cash or stock, director’s election |
| Fiscal 2024 Director Compensation (Eisenman) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $145,000 |
| Stock Awards (grant-date fair value) | $165,000 |
| Total | $310,000 |
The HCCC engaged Korn Ferry in fiscal 2024 to assess non-employee director compensation, leading to the equity retainer increase (from $150k to $165k).
Performance Compensation
| Feature | Details |
|---|---|
| Vesting | Director stock units are fully vested at grant. |
| Settlement options | 30 days after grant; specified future date; upon leaving the Board; or in annual installments post-service. |
| Dividend equivalents | Credited and settled with the units; no voting rights until settlement. |
| Deferrals | Board members may defer up to 100% of cash retainers under the Nonqualified Deferred Compensation Plan; none participated in fiscal 2024. |
| Clawback policy | Amended Plan clarifies clawback subordination to final Dodd-Frank rules and NYSE listing standards. |
No director performance metrics (e.g., revenue growth or TSR) are tied to these equity grants; grants are fixed-value stock units without performance conditions.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Not disclosed | — | No public company directorships disclosed for Eisenman in DBI proxies. |
HCCC interlocks: none disclosed; HCCC comprised entirely of independent directors.
Expertise & Qualifications
- Human capital and talent management, executive selection, compensation design, and succession planning; cultural transformation and strategic growth consulting experience.
- Corporate governance expertise; Board skills matrix highlights governance, risk management, and human capital/talent management among the Board’s competencies.
Equity Ownership
| Metric | As of Feb 3, 2024 | As of Feb 1, 2025 | As of Mar 31, 2025 |
|---|---|---|---|
| Stock units outstanding (#) | 158,208 | 185,984 | — |
| Beneficial Class A shares | — | — | 185,984 (<1% of Class A) |
| Share units vesting within 60 days | — | — | 170,415 |
- Director stock ownership guidelines: 5× annual cash retainer (excluding committee fees), to be achieved within 5 years; forms of ownership include deferred stock units. As of fiscal 2023 year-end, all Board members met the guidelines or remained within the compliance window.
- Anti-hedging and anti-pledging policy in place; no pledging disclosed for Eisenman in beneficial ownership footnotes (pledging noted for a different director in 2016).
Governance Assessment
- Strengths: Independent status; chair of HCCC with explicit oversight of executive and director pay, succession planning, human capital strategy, and clawback/ownership policies; committees are fully independent; strong say-on-pay outcomes indicate investor confidence; robust attendance and committee meeting cadence in fiscal 2024.
- Alignment: Mix of cash and fully-vested stock units with director ownership guidelines enhances alignment; dividend equivalents accrue until settlement; ability to defer cash retainers provides tax-efficient alignment without adding performance risk.
- Interlocks/conflicts: HCCC interlocks explicitly denied; family relationships exist elsewhere on the Board (Jay/Joseph Schottenstein), but Eisenman is independent and serves on fully independent committees that review related-party transactions.
- Signals to monitor: Equity retainer increase (from $150k to $165k) may reflect rising director workload but is also a pay inflation consideration; continued vigilance on related party reviews given controlling shareholder dynamics; CFO transition in Oct 2025 (resignation of CFO; interim PFO appointed with retention bonus and RSUs) elevates importance of succession and compensation governance led by HCCC.
Overall, Eisenman’s profile—long tenure, HCCC chair role, independence, and strong human capital expertise—supports board effectiveness and investor confidence, with minimal conflict indicators and clear governance structures.