Peter Cobb
Designer BrandsAbout Peter S. Cobb
Independent director of Designer Brands Inc. (DBI); age 67; director since 2017; currently Chair of the Nominating & Corporate Governance Committee (NCGC) and member of the Human Capital & Compensation Committee (HCCC) and Technology Committee (TC). Cobb co-founded eBags (acquired by Samsonite in 2017) and brings 35+ years in marketing, e-commerce, and merchandising; prior roles include Director of Marketing at Samsonite (1990–1996) and past leadership at National Retail Federation/Shop.org .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eBags | Co-founder; Executive Vice President; Director (pre-acquisition) | 1998–2017 | Built largest online retailer of luggage/handbags/backpacks prior to sale to Samsonite |
| 6pm.com | Co-founder | 2003 (subsequently acquired by Zappos) | E-commerce footwear/accessories expansion |
| Samsonite | Director of Marketing | 1990–1996 | Consumer/brand experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PetMed Express (NASDAQ: PETS) | Director | 2021–2023 | Former public company board experience |
| National Retail Federation | Board member (prior) | N/D | Industry advocacy; Chairman of Shop.org (prior) |
| Shop.org | Chairman (prior) | N/D | Digital retail leadership |
Board Governance
| Item | Details |
|---|---|
| Independence | Board affirmatively determined Cobb is independent under NYSE and Company standards |
| Committee assignments | NCGC (Chair); HCCC (Member); TC (Member) |
| Committee meetings (FY2024) | NCGC: 4; HCCC: 5; TC: 4 |
| Board meetings (FY2024) | 4 meetings; all incumbent directors (except one, not Cobb) attended ≥75% of aggregate Board+committee meetings |
| Annual meeting attendance | All then-serving directors virtually attended the 2024 Annual Meeting |
| Governance practices | 100% independent committees; regular independent sessions; anti-hedging/anti-pledging policy; director stock ownership guidelines |
| Related-party oversight | Audit Committee reviews/approves related person transactions; policy in place |
| Shareholder say-on-pay | ~95% approval at 2024 Annual Meeting (supportive governance signal) |
Fixed Compensation
| Component (FY2024 structure) | Amount |
|---|---|
| Annual Cash Retainer | $90,000 |
| Committee Member Retainer – HCCC | $15,000 |
| Committee Member Retainer – TC | $15,000 |
| Committee Chair Retainer – NCGC | $30,000 |
| Total Cash (structure aligned to Cobb’s roles) | $150,000 |
| Director (FY2024 actual) | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Peter S. Cobb | $150,000 | $165,000 (annual equity retainer) | $315,000 |
Notes:
- Annual equity retainer increased from $150,000 to $165,000 effective June 20, 2024, following a competitive assessment by Korn Ferry; last program change was in 2022 .
- Directors do not receive meeting fees; cash/equity paid per policy; ability to elect stock units in lieu of cash for cash portion as well .
Performance Compensation
| Equity Element | Grant Date | Vesting | Settlement Election | Performance Metrics | Notes |
|---|---|---|---|---|---|
| Annual Equity Retainer (Stock Units) | June 20, 2024 | Fully vested on grant | Cobb (not among those who took immediate distribution) elected settlement upon leaving the Board (the “remaining directors”) | None – director equity not performance-based | Directors receive dividend-equivalent units until settlement |
Clawbacks: Company maintains a Dodd-Frank compliant clawback (Dec 1, 2023, applicable to incentive-based comp) and LTI Plan recoupment; these are principally executive-focused and not tied to director equity that is fully vested on grant .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Related Party Considerations |
|---|---|---|
| PetMed Express (PETS) | Former Director (2021–2023) | No DBI interlock disclosed; no executive officer cross-appointments disclosed |
| Industry bodies (NRF/Shop.org) | Past board member; former Chairman (Shop.org) | Industry/knowledge network; no DBI related-party tie disclosed |
Compensation Committee Interlocks: None disclosed for HCCC members (including Cobb); no DBI executive serves on compensation committees of other companies where DBI directors are executives .
Expertise & Qualifications
- Marketing and consumer insight; technology and digital expertise; strategic growth/business development; human capital/talent; risk management; corporate governance; real estate; M&A; ESG/CSR; cybersecurity experience; other public company board experience (PETS) .
Equity Ownership
| Holder | Class A Beneficial Ownership | % of Class A Outstanding | Stock Units Outstanding (incl. dividend equivalents) | Options Exercisable (within 60 days of 3/31/2025) | Notes |
|---|---|---|---|---|---|
| Peter S. Cobb | 109,691 | <1% | 109,691 (units/RSUs) as of Feb 1, 2025 | – | No pledging disclosed for Cobb; Company prohibits pledging/hedging for directors |
Shares Outstanding context: 40,211,479 Class A and 7,732,733 Class B as of March 31, 2025 .
Stock Ownership Guidelines (Directors): Encouraged to hold ≥5x annual cash retainer within 5 years of joining Board; counts outright shares, deferred stock units, and certain trust holdings; Board/HCCC review compliance .
Deferred Compensation: Nonqualified Deferred Compensation Plan available (no Company match); in FY2024, none of the Board members participated; directors may defer cash retainers and choose equity settlement timing; director stock units are fully vested on grant .
Governance Assessment
-
Strengths and alignment
- Independent status; chairs NCGC and serves on HCCC/TC, indicating strong governance/human capital/technology oversight .
- Robust attendance culture (≥75% for all incumbents except one director; Cobb not flagged) and broad independence across committees (100%) .
- Pay structure is balanced and role-based: cash retainers track chair/member responsibilities; equity retainer increased modestly in 2024 for competitiveness and time demands, with fully vested stock units typically deferred to board exit—enhancing alignment through ownership continuity .
- Say-on-pay support (~95%) signals investor confidence in compensation governance; Korn Ferry engaged as independent advisor .
-
Potential risks/considerations
- Broader company related-party ecosystem (SSC and affiliates) introduces governance complexity (e.g., ~$10.0M expenses to SSC affiliates; leases/subleases) managed through Audit Committee policy; no Cobb-specific related-party transactions disclosed .
- Ownership concentration and Class B super-voting structure (via affiliates) centralize control; independent directors (including Cobb) remain critical to minority shareholder protections .
-
Net view
- Cobb’s digital retail expertise and governance roles (NCGC Chair; HCCC Member) support board effectiveness on selection/governance/human capital while TC membership contributes to technology/cyber oversight—favorable for investor confidence given DBI’s ongoing transformation .
No director-specific red flags identified for Cobb (no related-party transactions, no pledging/hedging exceptions, attendance threshold met, competitive but standard director pay mix with equity deferral) .