Joseph Schottenstein
Designer BrandsAbout Joseph A. Schottenstein
Joseph A. Schottenstein (age 45) has served on Designer Brands Inc.’s Board since 2012. He is Chief Operating Officer and Executive Vice President of Acquisitions and Leasing at Schottenstein Property Group and Schottenstein Realty LLC, and holds roles across the Schottenstein family of companies, bringing real estate and business development expertise to DBI’s board . He is the son of Executive Chairman Jay L. Schottenstein and is classified as a non‑independent director under DBI’s independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schottenstein Property Group (SPG) | COO; EVP Acquisitions & Leasing; prior VP Leasing; property management | VP Leasing 2008–2010; property mgmt 2006–2008; assisted special acquisitions 2003–2006 | Real estate and business development expertise |
| Schottenstein Realty LLC | COO; EVP Acquisitions & Leasing | Ongoing | Shared voting/disposition power on 1,273,099 DBI shares held by Schottenstein Realty LLC |
| Schottenstein Stores Corporation (SSC) | Director; EVP | Ongoing | Affiliated entity with extensive related‑party transactions with DBI |
| Indigo Nation, LLC | Co‑Manager (specialty denim retailer) | 2004–2006 | Retail operations experience |
| Mayacamas Vineyards | Board member; executive capacity | Since 2013 | Consumer brand/building experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Signature, Inc. | Board member | Ongoing | Furniture retail governance; private company |
| Raconteur Fine Wines LLC dba Company Fine Wine | Management involvement | Ongoing | Consumer goods exposure |
No other public company directorships are disclosed for Joseph A. Schottenstein in DBI’s proxy .
Board Governance
- Independence status: Not independent (immediate family member of an executive officer; father is Executive Chairman) .
- Board class/tenure: Class III director; standing for election at the 2025 Annual Meeting; director since 2012 .
- Committee assignments: None disclosed; not listed as a member or chair of the Audit, Human Capital & Compensation, Nominating & Corporate Governance, or Technology committees .
- Attendance: Four Board meetings were held in fiscal 2024; all incumbent directors except Richard A. Paul attended ≥75% of Board/committee meetings; Joseph met the ≥75% threshold. Overall average attendance was over 95% .
- Engagement: All then‑serving directors attended the 2024 Annual Meeting virtually; independent directors hold regular executive sessions without management or the Executive Chairman .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director cash retainer |
| Committee member retainers | $0 | Not a committee member; members earn $15,000–$20,000 depending on committee |
| Committee chair fees | $0 | Not a chair; chair fees are $30,000–$40,000 depending on committee |
| Meeting fees | $0 | DBI does not pay meeting fees to directors |
| Payment election | All fees elected in stock awards | Joseph elected to receive all fees in stock; value reflected in the “Fees Earned or Paid in Cash” column |
| FY2024 Director compensation (reported) | $255,000 | $90,000 “Fees Earned or Paid in Cash”; $165,000 “Stock Awards” |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Shares Granted | Vesting | Settlement Election | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Annual equity retainer (stock units) | June 20, 2024 | $165,000 | Included in total 14,345 shares granted in FY2024 | Fully vested on grant | Elected to distribute within 30 days of grant | Dividend equivalent rights credited until settlement |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Any financial/ESG metrics (e.g., revenue, EBITDA, TSR) tied to director equity | None disclosed; director stock units are time‑based and fully vested on grant |
Other Directorships & Interlocks
| Entity | Relationship to DBI | Governance/Transaction Link |
|---|---|---|
| Schottenstein Stores Corporation (SSC) & affiliates | Family‑controlled affiliate | DBI paid ~$10.0 million in expenses to SSC/affiliates in fiscal 2024 |
| SSC affiliates (store leases/subleases) | Landlord to DBI stores | DBI leased/subleased 13 DSW stores + 2 other locations; incurred ~$7.2 million in rent/taxes/maintenance/insurance/utilities in fiscal 2024; percentage rents 2%–7% at 11 stores; terms expiring 2025–2035 with renewal options |
| Schottenstein Realty LLC | Holds DBI shares | Joseph shares voting/disposition power on 1,273,099 DBI Class A shares held by Schottenstein Realty LLC |
Expertise & Qualifications
- Real estate acquisitions/leasing; retail property management; business development; consumer brand exposure via Mayacamas Vineyards and retail ventures .
- Tenured DBI director since 2012; family governance continuity and institutional knowledge .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % of Class B | Combined Voting Power | Notes |
|---|---|---|---|---|---|---|
| Joseph A. Schottenstein | 1,494,561 | – | 3.7% | – | 1.5% | Includes 1,273,099 shares held by Schottenstein Realty LLC (shared voting/disposition) and 31,050 shares held by family trusts (co‑trustee, shared voting/disposition) |
| Director stock units outstanding (Feb 1, 2025) | 190,412 | – | – | – | – | Includes accumulated dividend equivalent units |
Director Stock Ownership Guidelines: Directors are encouraged to hold shares valued at least five times the annual cash retainer (≥$450,000) within five years; counts include outright shares, deferred stock units, and certain trust holdings .
Insider Trades (Form 4 snapshots)
| Filing Date | Form | Summary |
|---|---|---|
| 2024-06-24 | Form 4 | Reporting director stock unit grant/settlement around 2024 annual meeting (issuer DBI) |
| 2025-02-04 | Form 4 | Reporting changes in beneficial ownership; director stock unit activity |
| 2025-11-04 | Form 4 | Reporting changes in beneficial ownership; director stock unit activity |
FY2024 total shares granted to Joseph under director compensation election: 14,345 shares .
Governance Assessment
-
Strengths
- Significant ownership alignment: 1,494,561 Class A shares (3.7% of outstanding) plus 190,412 stock units; family trusts and affiliated holdings indicate substantial skin‑in‑the‑game .
- Transparent director pay structure with option to take fees in stock; Joseph elected full equity settlement—signals alignment .
- Independent committees (Audit, HCCC, NCGC, Technology) oversee key areas; Joseph is not on these committees, limiting direct influence on compensation/audit oversight .
-
Risks and RED FLAGS
- Non‑independent status due to family relationship with Executive Chairman; potential for real/perceived conflicts of interest .
- Extensive related‑party transactions with SSC and affiliates (leases, services), including ~$10.0 million paid in fiscal 2024 and ~$7.2 million lease‑related costs—heightened conflict scrutiny warranted given Joseph’s executive roles at affiliated entities .
- Concentrated family voting power and control dynamics (Jay L. Schottenstein controls substantial voting power) may reduce minority shareholder influence on governance outcomes .
-
Engagement and attendance
- Met DBI’s attendance threshold (≥75% of meetings in 2024); overall Board attendance >95%—positive board engagement signal .
-
Compensation design observations (directors)
- No performance metrics tied to director equity; annual stock units fully vested at grant; while alignment exists through equity, pay is not contingent on performance outcomes—typical for director pay but noteworthy for pay‑for‑performance evaluation .
Overall: High ownership alignment tempered by non‑independence and material related‑party exposure. Investors should monitor lease renewals and SSC‑affiliate transactions under DBI’s related person transaction policy for adherence to arm’s‑length standards and robust committee oversight .