Joanne Zaiac
Designer BrandsAbout Joanne Zaiac
Independent Class II director of Designer Brands Inc. (DBI), age 63, serving since 2016, with a career spanning senior client, operating, and digital marketing leadership roles at Dentsu, Merkle, Digitas, and Wunderman/Young & Rubicam . She serves on DBI’s Human Capital & Compensation Committee (HCCC) and Technology Committee (no chair roles) and is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dentsu International | Chief Client Officer | 2020–2021 | Senior client leadership for global accounts |
| Dentsu International | Client Development Officer | 2019 | Growth and client development leadership |
| Merkle (Dentsu subsidiary) | Chief Client Officer; EVP | 2017–2019 | Data-driven performance marketing leadership |
| Digitas North America | Chief Operating Officer | Until 2017 | Led operations for a leading global digital agency |
| Digitas (New York region) | President | 1999–2016 | P/L and talent leadership for NY region |
| Wunderman/Young & Rubicam | EVP/SVP | 1985–1999 | Senior client leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grace Blue Partnership (executive search) | Consulting project | Began 2021 | Focused on marketing/advertising leadership sectors |
| Public company boards | — | — | No other public company directorships disclosed for Ms. Zaiac |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board-affirmed independent director (73% of Board independent; all committees 100% independent) |
| Director since | 2016 (Class II; current term expires 2027) |
| Committees | HCCC member; Technology Committee member (no chair roles) |
| Committee activity (FY2024) | HCCC met 5 times; Technology Committee met 4 times |
| Attendance | Company disclosed each incumbent director (except R. Paul) attended ≥75% of Board/committee meetings; overall average attendance >95% |
| Executive sessions | Independent directors meet regularly without management |
Fixed Compensation (Director – Fiscal 2024)
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Policy rate |
| HCCC member retainer | $15,000 | Policy rate (cash) |
| Technology Committee member retainer | $15,000 | Policy rate (cash) |
| Total cash received (FY2024) | $120,000 | Actual for Zaiac in FY2024 |
| Annual equity retainer | $165,000 | Policy rate; increased from $150,000 effective June 20, 2024 |
| Total director compensation (FY2024) | $285,000 | Actual for Zaiac in FY2024 |
| Equity settlement election | Deferred until leaving the Board | Directors other than those listed elected to defer; Zaiac not listed among immediate distributors |
Performance Compensation (Director)
| Element | Metrics | Terms |
|---|---|---|
| Performance-linked director pay | None disclosed | Non-employee director stock units are fully vested at grant; no performance metrics apply |
| Options/meeting fees | None | No meeting fees; options not part of director program disclosure |
Note: HCCC oversees executive pay and recoupment policies; DBI maintains Dodd‑Frank clawback for executives and separate LTI recoupment provisions, but these apply to executive incentive pay rather than fully-vested director units .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Zaiac |
| Committee roles at other publics | None disclosed |
| Related-party/transactions | No related-party transactions disclosed involving Zaiac; RPTs primarily relate to Schottenstein affiliates (leases/services) |
| Interlocks with DBI stakeholders | None disclosed |
Expertise & Qualifications
- Brand-building, marketing and consumer insights; digital and technology expertise; strategic growth, human capital/talent, and risk management experience per Board skills matrix .
- International experience and leadership across global agencies (Dentsu/Merkle/Digitas), aligning with DBI’s omnichannel/consumer focus .
- Serves on HCCC and Technology Committee, leveraging compensation/governance and technology/cyber oversight mandates .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Class A) as of Mar 31, 2025 | 95,061 shares/units (<1% of Class A) |
| Director stock units outstanding (Feb 1, 2025) | 95,061 units (incl. dividend equivalents) |
| Units vesting within 60 days of Mar 31, 2025 | 46,501 units |
| Pledged/hedged shares | None disclosed for Zaiac; anti-hedging and anti-pledging policy in force (legacy exception noted for another director) |
| Ownership guidelines | Directors encouraged to hold ≥5× annual cash retainer within 5 years; counting DSUs permitted |
| Deferral elections | Directors may defer cash retainers and settle DSUs upon Board departure; Zaiac’s FY2024 equity selected for settlement upon leaving Board |
Governance Assessment
- Effectiveness and alignment: Independent director with marketing/technology depth serving on HCCC and Tech—well-suited to oversee pay strategy, talent, and digital/cyber risk (committees met 5 and 4 times, respectively) . Her attendance met the Company’s ≥75% threshold alongside >95% Board average, indicating engagement .
- Investor confidence signals: Advisory say‑on‑pay support remained strong (≈95% in 2024; FY2024 NEO pay approved at 79,030,560 For vs. 1,938,053 Against with 5,555,777 abstentions in 2025) .
- Pay/ownership alignment: Director comp emphasizes equity; FY2024 split was $120k cash and $165k equity with deferral to departure, supporting long-term alignment; directors are subject to stock ownership guidelines and anti‑hedging/pledging policy .
- Conflicts/related-party exposure: No RPTs involving Zaiac disclosed. However, DBI operates within a controlled environment—Executive Chairman Jay L. Schottenstein holds 67.4% combined voting power; DBI maintains formal RPT oversight and corporate opportunity provisions—heightening the importance of independent oversight by directors like Zaiac on key committees .
Red flags: None specific to Zaiac disclosed (no pledging, no RPTs, independent status maintained) -. Monitoring items include the controlled company dynamics and ongoing related-party leasing/services with Schottenstein affiliates, where strong committee oversight remains essential .