John Atkinson
Designer BrandsAbout John W. Atkinson
John W. Atkinson (age 60) is an independent director of Designer Brands Inc. since 2024 and serves on the Audit Committee and the Nominating & Corporate Governance Committee. He is a former Audit Partner at KPMG (2002–2021) and subsequently an independent consultant to KPMG (2021–2024); earlier he was a partner at Arthur Andersen (partner since 1998), bringing 35+ years of audit experience primarily across consumer and retail sectors . The Board affirmatively determined Mr. Atkinson is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Audit Partner | 2002–2021 | Led audits for public/private clients; deep financial reporting expertise |
| KPMG | Independent Consultant | 2021–2024 | Advisory work; continued technical engagement |
| Arthur Andersen | Audit professional; Partner | ~1986–2002; Partner in 1998 | Financial reporting and audit leadership |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| None disclosed | — | — | — |
| No current or prior public company directorships are disclosed in DBI’s proxy; Mr. Atkinson’s background centers on audit leadership at KPMG and Arthur Andersen . |
Board Governance
- Class: III; Director since 2024; standing for term expiring 2028 .
- Independence: Affirmed by the Board (DBI ~73% independent) .
- Committees: Audit Committee (financially literate; Audit Committee Financial Expert), Nominating & Corporate Governance Committee .
- Attendance: In fiscal 2024, with the exception of one director (Richard A. Paul), each incumbent director attended ≥75% of Board/committee meetings; overall average attendance was >95% .
- Committee meetings FY2024: Audit (5), NCGC (4); HCCC (5), Technology (4) for reference .
Fixed Compensation
Policy (non-employee director program):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid quarterly |
| Annual Equity Retainer | $165,000 | Increased from $150,000 effective June 20, 2024; granted at each annual meeting |
| Committee Member Retainers | Audit $20,000; NCGC $15,000 | Cash; per-committee service (chairs receive chair fee only) |
| Committee Chair Retainers | Audit $40,000; NCGC $30,000 | Cash or stock (electable) |
Fiscal 2024 actuals (Atkinson):
| Name | FY2024 Cash Fees | FY2024 Stock Awards (grant-date fair value) | Total |
|---|---|---|---|
| John W. Atkinson | $63,519 | $146,014 (prorated equity grant Aug 1, 2024 upon joining) | $209,533 |
Additional mechanics:
- Directors may defer cash retainers into stock units; settlement elections allow distribution on grant +30 days or upon Board departure; stock units fully vested at grant and accrue dividend equivalents . Messrs. Joseph Schottenstein, Sonnenberg, Paul and Ms. Lau elected distribution within 30 days; remaining directors (including Atkinson) elected to settle upon leaving the Board .
Performance Compensation
For DBI directors, compensation is not tied to performance metrics (no annual bonus or PSU metrics for directors). Equity retainer is delivered in stock units that are fully vested at grant and either settled within 30 days or deferred until departure; there are no director-specific performance targets .
| Metric Category | FY2024 Applicability | Notes |
|---|---|---|
| Short-term performance bonus | Not applicable | Director pay excludes bonuses |
| Long-term PSUs (metric-based) | Not applicable to directors | Equity retainer is stock units, not PSUs |
| Director equity vesting | Immediate vesting at grant | Settlement timing per election; accrues dividend equivalents |
Other Directorships & Interlocks
| Company | Role | Committee | Overlap/Interlock Risk |
|---|---|---|---|
| None disclosed | — | — | No interlocks identified in proxy |
Contextual related-party environment (DBI):
- Significant related-party transactions with Schottenstein affiliates (SSC) are reviewed/approved under DBI’s related person transactions policy overseen by the Audit Committee; ~$10.0 million expenses to SSC/affiliates in FY2024 (leases/services), including ~$7.2 million for leases and ~$2.8 million for services .
- DBI’s Articles address corporate opportunities and related party transactions governance; Audit Committee retains oversight .
Expertise & Qualifications
- Audit Committee Financial Expert; financial expertise; risk management; international experience .
- Deep audit and financial reporting experience (KPMG; Arthur Andersen) .
- Independent director, on Audit and NCGC (governance and compliance oversight) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 18,776 shares/units* | Represents units vesting/acquirable within 60 days; includes dividend equivalents |
| Ownership % | <1% | Marked as less than 1% in proxy |
| Stock units outstanding (as of Feb 1, 2025) | 18,776 | Accumulated dividend equivalents included |
| Anti-pledging/hedging | Prohibited | Company policy bans pledging/hedging for directors; historical exception noted only for another director (Tanenbaum) |
Stock ownership guidelines (directors): encouraged ≥5x annual cash retainer (≥$450,000) within five years of joining the Board .
Indicative value vs guideline: 18,776 units × $5.03 share price (FY2024 year-end) ≈ $94,4xx, below guideline—acceptable for a new director with five-year compliance window .
Insider Trades
| Date | Form | Transaction | Shares | Price | Remarks |
|---|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — | Atkinson joined Aug 1, 2024 and received a prorated equity grant; stock units outstanding 18,776 as of Feb 1, 2025 |
Note: DBI proxy discloses director grants/units and ownership; individual Form 3/4 filings are not included in the proxy. Director stock units are fully vested at grant and may be deferred until Board departure .
Governance Assessment
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Strengths:
- Independent director with Audit Committee Financial Expert designation; sits on Audit and NCGC—direct oversight of financial integrity and governance/compliance .
- Board/committee independence strong (100% independent committees; ~73% independent Board); executive sessions without management .
- Anti-hedging/anti-pledging policies; director stock ownership guidelines promote alignment .
- Director compensation balanced (cash + equity), with ability to defer equity settlement—alignment with long-term investor interests .
-
Watch items / RED FLAGS (contextual to DBI, not specific to Atkinson):
- Dual-class voting and significant Schottenstein control (e.g., ~67.4% combined voting power), plus recurring related-party transactions with SSC; mitigated by Audit Committee oversight but remains a governance concentration risk .
- Ownership guideline compliance for a new director will take time; current indicated value below 5× cash retainer threshold—standard grace period applies .
-
Attendance/Engagement:
- FY2024 attendance thresholds met broadly (>75% for incumbents except one); overall average >95% indicates strong engagement culture (Atkinson appointed August 2024) .
Overall, Mr. Atkinson’s audit pedigree, committee assignments, and independence status are constructive for investor confidence. The principal governance risk at DBI relates to control/related-party dynamics with SSC affiliates, which his Audit Committee role directly oversees under established policies .
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