Rich Paul
Designer BrandsAbout Rich Paul
Independent director at Designer Brands Inc. (DBI) since 2022; age 44 (as of the 2025 proxy). CEO and founder of KLUTCH Sports Group; United Talent Agency (UTA) partner and Head of Sports (appointed to UTA’s board in 2020). Co-founded ADOPT (2021), serves on the board of trustees of LACMA (2022), and joined Live Nation Entertainment’s board in 2023, bringing brand-building expertise and knowledge of the athletic/footwear industry to DBI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KLUTCH Sports Group | CEO & Founder | Not disclosed (founder) | Represents major athletes; brand-building expertise |
| United Talent Agency (UTA) | Partner; Head of Sports; Director | Appointed to UTA board in 2020 | Sports strategy and commercial partnerships |
| ADOPT | Co-founder | 2021 | Creative agency across sports/wellness/nutrition/tech |
| The SpringHill Company | Minority Partner | Not disclosed | Media/brand ecosystem interlock |
External Roles
| Organization | Role | Type | Start Year | Notes |
|---|---|---|---|---|
| Live Nation Entertainment, Inc. (LYV) | Director | Public | 2023 | Entertainment/events; no DBI-related transactions disclosed |
| United Talent Agency (UTA) | Director; Head of Sports | Private | 2020 | Agency partner; sports commercialization |
| Los Angeles County Museum of Art (LACMA) | Trustee | Non-profit | 2022 | Civic/cultural role |
Board Governance
- Committee assignments: None listed for Rich Paul in the 2024 and 2025 proxies (no Audit, Human Capital & Compensation, Nominating & Governance, or Technology committee roles) .
- Independence: Affirmatively determined independent; DBI’s board ~73% independent in 2025 (and 70% post-2024 meeting) .
- Attendance: In fiscal 2024, “with the exception of Mr. Richard A. Paul,” each director attended ≥75% of aggregate board and committee meetings, indicating Paul fell below the 75% threshold (overall average >95%) . In fiscal 2023, each director attended ≥75% (overall >99%) .
- Years of service: Director since 2022; current Class II term expires 2027 .
- Shareholder meeting attendance: All then-serving directors virtually attended DBI’s 2024 Annual Meeting .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $90,000 | $90,000 |
| Committee membership fees ($) | $0 (no committee) | $0 (no committee) |
| Chair fees ($) | $0 | $0 |
| Fees earned or paid in cash ($) | $90,000 | $90,000 |
| Total director compensation ($) | $240,000 | $255,000 |
Notes: DBI policy pays cash quarterly; committee chair/member retainers exist but Paul had no committee roles in FY23–FY24 .
Performance Compensation
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Annual equity retainer ($) | $150,000 (stock units) | $165,000 (stock units; increased effective June 20, 2024) |
| Grant date | June 15, 2023 (annual meeting) | June 20, 2024 (annual meeting) |
| Vesting | Fully vested at grant for directors (stock units) | Fully vested at grant for directors (stock units) |
| Settlement election | Paul elected settlement within 30 days of grant | Paul elected settlement within 30 days of grant |
| Performance metrics | None; director stock units are not tied to financial/ESG metrics | None; director stock units are not tied to financial/ESG metrics |
Other Directorships & Interlocks
| Company | Overlap with DBI | Potential Interlocks/Conflicts |
|---|---|---|
| Live Nation (LYV) | No disclosed transactions with DBI | Consumer/entertainment exposure; no supplier/customer interlock disclosed |
| SSC affiliates | DBI has extensive related-party arrangements with SSC and affiliates (leases/services), but none implicate Paul | Related-party network centers on Schottenstein entities; Paul not named in these transactions |
Expertise & Qualifications
- Brand-building, sports/athletic industry knowledge, footwear industry familiarity; complements DBI’s consumer markets focus .
- No audit/financial expert designation; not assigned to risk, audit, compensation, or technology oversight committees .
Equity Ownership
| Metric | FY 2023 (as of 3/31/2023) | FY 2024 (as of 3/31/2024) | FY 2025 (as of 2/1/2025) |
|---|---|---|---|
| Class A beneficial shares (count) | 7,118 | 23,752 | — |
| Ownership % of Class A | <1% | <1% | — |
| Stock units outstanding (includes dividend equiv.) | — | — | 46,733 |
| Pledged shares | None disclosed; DBI policy prohibits pledging except grandfathered (only Tanenbaum noted) | None disclosed | None disclosed |
| Director ownership guideline | 5× annual cash retainer ($450,000 equivalent) within five years of joining board | 5× annual cash retainer ($450,000 equivalent) within five years | 5× annual cash retainer ($450,000 equivalent) within five years |
Note: Security ownership tables count shares and rights exercisable/settling within 60 days; director stock units are fully vested at grant but often settled upon leaving the board, so not all outstanding units appear in “beneficial shares” counts .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval: ~91.5% in favor (proxy disclosure) .
- 2024 say-on-pay approval: ~95% in favor (proxy disclosure) .
- 2025 meeting outcomes: NEO pay approved; Audit firm ratified; Class III directors elected (vote counts reported) .
Governance Assessment
- Attendance risk: RED FLAG — Paul was the sole director below DBI’s 75% attendance threshold in fiscal 2024 (overall director attendance >95%). Sustained sub-threshold attendance can impair board effectiveness and signals engagement risk .
- Committee engagement: No committee assignments (Audit/Human Capital & Compensation/Nominating & Governance/Technology). Absence from committees limits direct oversight across key control areas; consider future committee rotation to strengthen governance contribution .
- Independence & conflicts: Positive — Affirmed independent; no related-party transactions or pledging/hedging involving Paul disclosed; DBI maintains robust anti-hedging/anti-pledging policy and related-party review via Audit Committee .
- Ownership alignment: Neutral — Receives standard mix ($90k cash/$165k equity in FY24). Immediate settlement of stock units reduces deferral/lock-in versus directors who defer until board exit; however, Paul’s beneficial holdings increased year-over-year and outstanding director units (46,733) indicate growing alignment over time .
- Shareholder sentiment: Positive — High say-on-pay approvals and routine auditor ratification; no shareholder proposals or adverse votes identified relevant to Paul .
Data Appendix: Director Compensation Policy (Reference)
- Non-employee director policy: $90,000 cash retainer; equity retainer increased from $150,000 to $165,000 effective June 20, 2024; committee member retainers ($15–$20k); chair retainers ($30–$40k). Director equity awards are fully vested at grant; settlement timing at election; dividend equivalents credited until settlement; five-year stock ownership guideline of 5× cash retainer .