Harvey Sonnenberg

About Harvey L. Sonnenberg

Harvey L. Sonnenberg, age 83, has served on Designer Brands Inc.’s board since 2005 and is an independent director designated as an Audit Committee Financial Expert. He is Chair of the Audit Committee and a member of the Technology Committee, bringing a deep CPA background as a former partner at Weiser, LLP (1994–2009) and leader of that firm’s Sarbanes‑Oxley and Corporate Governance practice; he previously served on the board of Retail Ventures, Inc. (2001–2011). The board affirms his independence; in fiscal 2024 each incumbent director other than one (not Sonnenberg) attended at least 75% of aggregate board and committee meetings, with overall attendance above 95%.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Technology Committee member. Audit met 5x in FY2024; Technology met 4x. He is designated as an Audit Committee Financial Expert under SEC rules.
• Independence: Board determined Sonnenberg is independent; committees are 100% independent.
• Attendance: Board held 4 meetings in FY2024; all incumbents except one director met ≥75% of combined board/committee meetings; overall average attendance >95%.
• Board leadership context: Executive Chair is not independent; there is no Lead Independent Director (independent directors hold regular executive sessions, alternating chair).

Committee Responsibilities Relevant to Sonnenberg (Risk/Conflicts)

• Audit Committee oversees integrity of financial statements, auditor oversight, compliance, whistleblower matters, and reviews/approves related‑party transactions under the company’s Related Person Transactions Policy. As Chair, Sonnenberg centralizes oversight of these areas.

Fixed Compensation (Director)

Fiscal 2024 actuals (Sonnenberg):

• Fees Earned/Paid in Cash: $145,000; Stock Awards (grant-date fair value): $165,000; Total: $310,000. Equity grant on June 20, 2024; Sonnenberg elected distribution within 30 days of grant.

Performance Compensation (Director)

No performance-based metrics apply to non-employee director equity; stock units are fully vested at grant and are not options.

Other Directorships & Interlocks

Expertise & Qualifications

• CPA with decades of audit, accounting, and governance experience; retail industry depth. Audit Committee Financial Expert designation.
• Skill matrix flags for Sonnenberg include: Leadership, Retail Industry Experience, Financial Expertise, Audit Committee Financial Expert, Risk Management, Corporate Governance, Real Estate, and M&A Experience.

Equity Ownership

Related-Party Exposure (Context for Audit Chair Oversight)

• DBI has extensive transactions with Schottenstein Stores Corporation (SSC) and affiliates (Executive Chairman has ~67.4% combined voting power via Class B super-votes): ~$10.0 million total in FY2024.
• Lease/sublease arrangements (13 DSW stores + 2 facilities) with SSC affiliates: ~$7.2 million in FY2024 (rent, taxes, maintenance, insurance, utilities; % rent 2–7% on certain stores; terms through 2025–2035).
• Services from SSC/affiliates (media, consulting, corporate services): ~$2.8 million in FY2024.
• Audit Committee (chaired by Sonnenberg) reviews/approves related person transactions under formal policy.

Governance Assessment

• Strengths

  • Deep financial/audit credentials; designated Audit Committee Financial Expert; long-standing retail sector accounting expertise.
  • Independent status with key oversight roles (Audit Chair; Technology Committee member); all committees are fully independent; robust conflicts policy and Audit Committee remit explicitly covers related‑party review.
  • Attendance: Board/committee participation thresholds met; overall board attendance >95% in FY2024 (only one director fell below 75%, not Sonnenberg).
  • Director pay structure balanced (cash + equity), equity fully vested at grant, with clear fee transparency; total FY2024 director compensation aligned with chair/member roles.

• Key Watch Items / Red Flags

  • Control and related-party exposure: Significant ongoing transactions with SSC affiliates and concentrated voting power (approx. 67.4%) make rigorous, independent Audit Committee oversight critical; Sonnenberg, as Audit Chair, sits at the center of this risk.
  • Board leadership: No Lead Independent Director while Executive Chair is not independent—places added emphasis on committee chairs (incl. Audit) and executive sessions for independent oversight.
  • Tenure/refreshment: Very long tenure (since 2005) can raise perceived independence/refreshment questions in some governance frameworks, though the board affirms his independence and reports ongoing evaluations.

• Shareholder sentiment (context)

  • Advisory say‑on‑pay received ~95% support at 2024 Annual Meeting, indicating broad shareholder confidence in compensation governance overall.

Director Compensation (FY2024 Detail)

Committee Assignments and Meetings (FY2024)

Other Directorships & Interlocks (Table)

Equity Ownership (Table)

Governance Signals for Investors

• Sonnenberg’s role as an independent Audit Committee Chair and Financial Expert is a key mitigant to DBI’s elevated related‑party risk profile and controlled voting structure, but rigor and transparency around RPT approvals remain critical for investor confidence.
• Board structure lacks a Lead Independent Director, increasing the importance of committee leadership and independent executive sessions for effective oversight.
• Compensation governance exhibits strong shareholder support; director pay aligns with responsibilities; no hedging/pledging allowed (grandfathered exception noted for a different director).