Laura Davis
About Laura Davis
Laura T. Davis (formerly Denk), age 53, is Executive Vice President and President of DSW Shoe Warehouse, Inc., serving since July 2023; she previously held senior merchandising roles at Michaels Stores (Chief Merchandising Officer and EVP 2020–2023; SVP 2019–2020; VP/General Merchandise Manager 2015–2019), with additional leadership experience at Claire’s Stores Inc. and Macy’s Inc. . Company performance context during her tenure includes fiscal 2023 net sales of $3.1B (-7.3% YoY) and gross margin of 31.7% (+3.1% vs 2019) , and pay-versus-performance reported total shareholder return of $68.02 for FY2023 and $38.14 for FY2024 (based on initial $100 investment) . In FY2023, the CEO letter noted early progress from her merchandising leadership, including the return of Nike to DSW stores .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Michaels Stores, Inc. | Chief Merchandising Officer & EVP | 2020–2023 | Led merchandising strategy; senior leadership across merchandising |
| Michaels Stores, Inc. | Senior Vice President (merchandising roles) | 2019–2020 | Senior merchandising leadership |
| Michaels Stores, Inc. | Vice President/General Merchandise Manager | 2015–2019 | Merchandising leadership for assortments and vendor relationships |
| Claire’s Stores Inc. | Leadership positions | Not disclosed | Retail/merchandising leadership experience |
| Macy’s Inc. | Leadership positions | Not disclosed | Retail/merchandising leadership experience |
External Roles
- No public company directorships or external board roles disclosed in the proxy executive officer biographies .
Fixed Compensation
| Metric | FY 2023 |
|---|---|
| Base Salary ($) | $403,846 |
| Target Bonus (% of Salary) | 75% |
| Actual Bonus Paid ($) | $0 (0% payout under ICP) |
| All Other Compensation ($) | $8,030 (includes relocation $7,835 and life insurance premium $195) |
Performance Compensation
Annual Incentive Plan (ICP) – FY 2023
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Adjusted Operating Income (Company) | Single metric (plan based solely on operating profit) | $189.5M | $203.5M | $217.0M | $89.9M | 0% payout for all NEOs, including Davis | Annual cash plan; FY2023 performance period ended Feb 3, 2024 |
Long-Term Equity Awards
| Element | Grant Date | Units | Grant Basis/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Time-Based RSUs (Annual) | Aug 1, 2023 | 101,935 | Grant date value $9.81 per share | 100% cliff vest on third anniversary (Aug 1, 2026) | Davis’ FY2023 grant consisted solely of time-based RSUs due to mid-year hire; no FY2023 PBRSUs |
| Unvested RSUs at FYE 2023 | As of Feb 3, 2024 | 102,917 (incl. DEUs) | Market value $947,866 (at $9.21) | Aug 1, 2026 | No stock options outstanding; none exercisable/unexercisable for Davis |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 31, 2024) | 0 Class A shares; 0 Class B shares; less than 1% ownership |
| RSUs – Unvested | 102,917 unvested RSUs at FYE 2023; market value $947,866 |
| Options | None outstanding (no exercisable/unexercisable options) |
| Shares Pledged | Company policy prohibits pledging for executives; legacy exception noted only for a director (Tanenbaum) |
| Hedging | Prohibited for executives under Insider Trading Policy |
| Ownership Guidelines | CEO-only guideline; not disclosed for other executives |
| Compliance Status | CEO in excess of guideline; no guideline disclosed for Davis |
Employment Terms
| Scenario (as of FYE 2023) | Salary Continuation ($) | Cash Incentive ($) | Benefit Continuation ($) | Accelerated Vesting of Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination Without Cause or Voluntary Termination for Good Reason | $750,000 | $562,500 | $8,703 | — | $1,321,203 |
| Death or Disability | — | $562,500 | — | $947,866 | $1,510,366 |
| Retirement | — | — | — | $947,866 | $947,866 |
| Change in Control (Double Trigger) | — | $562,500 | — | $947,866 | $1,510,366 |
- Change-of-control mechanics under LTI Plan: if awards are not assumed/replaced, time-based RSUs vest immediately and performance-based RSUs vest at target; Committee may also provide for acceleration upon qualifying termination within two years of a change-in-control (“double trigger”) .
- Restrictive covenants: confidentiality and non-disparagement during term; non-compete for the longer of one year post-termination or salary continuation period; non-solicit for the longer of two years post-termination or salary continuation period; benefits contingent on compliance and release execution .
Say-on-Pay, Governance, and Peer Benchmarking
- Say-on-pay approval ~95% at 2024 annual meeting; Committee made no material changes in response .
- Compensation consultant: Korn Ferry; programs benchmarked to a Proxy Peer Group and industry survey data .
- FY2024 Proxy Peer Group included AEO, ANF, BIG, CAL, COLM, CROX, CRI, DECK, EXPR, GCO, PLCE, SHOO, TPR, URBN, WWW .
- Clawbacks: Dodd-Frank compliant compensation recoupment policy and LTI Plan recoupment provisions .
- Risk mitigants: anti-hedging/anti-pledging, caps on bonuses, no option repricing, no excise tax gross-ups; limited perquisites .
Performance & Track Record
- CEO letter highlighted Davis’ early merchandising progress, notably Nike’s return to DSW stores, and reinvigorated assortment strategy .
- Company performance backdrop for FY2023: net sales $3.1B (-7.3% YoY) and gross margin 31.7% (+3.1% vs 2019) .
- Pay-versus-performance context: reported Company TSR $68.02 (FY2023) and $38.14 (FY2024); Company-selected measure is Adjusted Operating Income .
Compensation Structure Analysis
- FY2023 ICP and PBRSU metrics used Company Adjusted Operating Income; Davis’ ICP targeted 75% of salary but paid 0% due to sub-threshold performance, reinforcing pay-for-performance .
- FY2023 long-term grant for Davis was solely time-based RSUs due to mid-year hire; standard annual program uses 50% performance-based RSUs and 50% time-based RSUs for NEOs .
- FY2024 program set three one-year performance goals across a three-year performance period for PBRSUs; the one-year cycle ended Feb 1, 2025 earned less than threshold AOI, leading to forfeiture of one-third of NEO PBRSUs, demonstrating at-risk design .
Investment Implications
- Near-term selling pressure watch: Davis’ 101,935 FY2023 time-based RSUs are scheduled to vest Aug 1, 2026; the 102,917 unvested balance at FYE 2023 (incl. DEUs) highlights a potential liquidity event around that date .
- Alignment and risk controls: zero direct share ownership reported as of Mar 31, 2024 mitigated by substantial unvested equity; anti-hedging/anti-pledging and pre-clearance requirements reduce misalignment/pledging risks .
- Pay-for-performance: 0% ICP payout and forfeiture outcomes tied to Adjusted Operating Income underscore sensitivity to operational execution; investor monitoring should focus on AOI trajectory, merchandising mix shifts, and brand/vendor momentum (e.g., Nike partnership) highlighted by management .
- Governance support: high say-on-pay approval (95%) and Korn Ferry-benchmarked programs suggest limited compensation controversy risk near term .