Anne Spangenberg
DECKERS OUTDOORAbout Anne Spangenberg
Anne Spangenberg (age 57) is President of Fashion Lifestyle at Deckers (DECK), appointed in July 2022. She previously spent 13 years at Nike as the company’s Chief Merchant, with earlier leadership roles at Gap Inc. and Macy’s West; she holds a B.A. in International Relations from UC Davis . During FY2025, Deckers delivered 16.3% revenue growth, 230 bps gross margin expansion to 57.9%, 200 bps operating margin expansion to 23.6%, and diluted EPS of $6.33; FY2024 saw 18.2% revenue growth and EPS of $29.16, underpinning strong pay-for-performance outcomes and LTIP designs tied to profitability and revenue . Over the most recent five fiscal years, total shareholder return (TSR) reached 500.7 vs 78.3 for the peer index, highlighting robust value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deckers Outdoor Corporation | President, Fashion Lifestyle | Jul 2022 – Present | Leads global consumer-focused omni-channel retail across product creation, merchandising, digital, wholesale and vertical; industry leader with 25+ years in consumer retail . |
| NIKE, Inc. | Chief Merchant | 13 years (not individually dated) | Senior merchandising leadership across product, analytics and channel execution . |
| Gap, Inc. | Leadership roles | Not disclosed | Omni-channel retail and merchandising experience leveraged in current role . |
| Macy’s West | Leadership roles | Not disclosed | Merchandising and buying experience supporting brand and product strategy . |
External Roles
No public company directorships were disclosed for Ms. Spangenberg in the executive officers section of the proxy .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Base Salary (annual rate, $) | 750,000 | 785,000 |
Multi-year reported pay (Summary Compensation Table):
| Metric ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 471,472 | 756,164 | 775,577 |
| Stock Awards (grant-date fair value) | 1,199,466 | 1,499,181 | 1,798,541 |
| Non-Equity Incentive Plan Comp. | 206,877 | 1,388,115 | 1,552,548 |
| All Other Compensation | 9,611 | 44,844 | 92,163 |
| Total | 1,887,426 | 3,688,304 | 4,218,829 |
Performance Compensation
Annual cash incentive (FY2025) – metrics, weightings, targets, outcomes:
| Metric (FY2025) | Weight (Anne) | Threshold | Target | Maximum | Payout |
|---|---|---|---|---|---|
| Consolidated Operating Income | 30% | 845.9m | 939.8m | 1,127.8m | 200% |
| Fashion Lifestyle Operating Income | 40% | 769.4m | 854.9m | 1,025.9m | 200% |
| Fashion Lifestyle Revenue | 30% | 2,208.8m | 2,400.9m | 2,641.0m | 181% |
| ESG Modifier | — | — | +8% applied | — | +8% |
| Target Bonus (% of Salary) | 100% | — | — | Cap 200% | Total paid capped at 200%; $1,552,548 for Anne |
Long-term incentives (granted Aug 15, 2024; “2025” cycle):
- 2025 LTIP PSUs: 50% tied to annual pre-tax income and 50% to consolidated revenue for FY2025–FY2027; performance measured annually over three years with goals set at inception; TSR modifier ranges +25%/–25% with guardrails (no upward mod if absolute TSR negative; overall vesting capped at 200%) . Anne’s 2025 LTIP PSU target grant: 6,282 units (max 12,564), grant-date fair value $1,079,373 .
- 2025 Time-Based RSUs: 4,554 units vesting in three equal annual installments beginning Aug 15, 2025, supporting retention .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (6/30/2025) | 19,239 shares; <1% of shares outstanding (148,542,225) |
| Unvested Time-Based RSUs (3/31/2025) | 11,880; market value $1,328,303 (at $111.81) |
| Unearned PSUs outstanding at target (3/31/2025) | 14,796; market value $1,654,341 (at $111.81) |
| Stock Options Outstanding | None |
| Ownership Guidelines | Executives: 3x base salary; status: all officers/directors in compliance |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
Insider transactions and expected vesting/withholding cadence:
- 11/22/2024: Open market sale of 3,882 shares at $186.43 ($723,721) under a Rule 10b5-1 plan; post-trade holding 67,434 shares (per SEC Form 4 summaries) .
- 05/21/2025: 10,559 shares withheld (non-sale code “F”) to cover taxes upon vesting; direct ownership reported 57,033 after withholding (per Form 4 summary) .
- 09/15/2025: 1,523 shares withheld (non-sale code “F”) for taxes tied to prior RSU grant; beneficial ownership reported 84,512 post-withholding (per EDGAR filing) .
Time-based RSUs vest annually each August 15 (three tranches), creating predictable tax-withholding events and potential trading-plan activity around those dates .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance – Termination Without Cause | 12 months of base salary and up to 12 months health benefits; pro‑rated current-year cash incentive at target; standard accrued items . |
| Death/Disability | Pro-rated current-year incentive; pro-rata vesting (or continued vesting per agreements) of equity awards subject to performance achievement for PSUs . |
| Change in Control (CIC) – Double Trigger | Cash: 2.0x (base salary + the greater of 1.5x target bonus or 1.5x three-year average bonus) for NEOs other than CEO; health benefits up to 24 months; equity: acceleration at target upon qualifying termination within 24 months after CIC; if awards are not assumed/substituted, full acceleration at target on close . |
| Retirement Treatment | RSUs continue to vest if age 62 + 10 years’ service after initial vesting date; PSUs vest pro‑rata at scheduled vest date subject to performance . |
| Equity Vesting Standard | “Double-trigger” for CIC; no single-trigger equity acceleration . |
| Clawback | SEC- and NYSE-compliant policy; mandatory recoupment on restatement and discretionary recoupment for significant misconduct causing financial/reputational harm . |
| Tax Gross-Ups | None for CIC or severance . |
Compensation Structure Analysis
- Mix and risk: For FY2025, a majority of executive equity value is performance-based via LTIP PSUs (≈60% of equity) with the remainder in time-based RSUs (≈40%) to balance retention and performance risk; annual cash incentives tied to profitability and revenue, plus an ESG modifier; all payouts capped and subject to clawback .
- Metrics and rigor: Annual (one-year) and long-term (three-year) performance metrics emphasize pre-tax income, consolidated revenue, and operating income, aligning with company strategy to grow revenue and expand margins; TSR modifier aligns realized PSU value with shareholder outcomes while guarding against windfalls on negative TSR .
- Governance: No repricing, no dividends on unvested equity, robust stock ownership guidelines (3x salary), and prohibitions on hedging/pledging; equity awards use double-trigger CIC vesting; no excise tax gross‑ups .
Peer group and market positioning:
- The FY2025 peer group included 20 lifestyle, apparel, and retail companies (e.g., Columbia Sportswear, Crocs, Lululemon, PVH, Skechers, Ralph Lauren, Tapestry, VF) with pay targeted around the median; FY2026 peer group was updated to reflect increased scale/complexity (e.g., adding Abercrombie & Fitch, Dick’s Sporting Goods, Estée Lauder) .
- The Talent & Compensation Committee is advised by independent consultant FW Cook; stockholder support for Say-on-Pay was 95.7% (2023) and 92.3% (2024) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 95.7% (2023) and 92.3% (2024) of votes cast supported the program, reflecting strong investor backing of pay-for-performance .
- Engagement: In FY2025, Deckers contacted holders of ~46% of shares to solicit feedback on governance and compensation; input was shared with the Board and integrated into program design .
Expertise & Qualifications
- Credentials: 25+ years in global consumer omni-channel retail across product creation, merchandising, analytics, stores, digital, wholesale and vertical; B.A., UC Davis .
- Role criticality: Leads Fashion Lifestyle (including UGG), a major driver of revenue and brand equity, directly linked to key compensation metrics (business unit operating income and revenue) .
Equity Ownership & Alignment (Detail)
| Category | Amount |
|---|---|
| Shares Beneficially Owned (6/30/2025) | 19,239; <1% |
| Unvested RSUs Outstanding (3/31/2025) | 11,880 |
| Unearned PSUs at Target (3/31/2025) | 14,796 |
| Options | None outstanding |
| Policy Alignment | 3x salary ownership guideline; no hedging/pledging; all compliant |
Employment Terms
See table under “Employment Terms” above for severance/CIC, clawback, retirement and vesting mechanics .
Investment Implications
- Alignment and incentives: Ms. Spangenberg’s pay is highly performance‑linked, with cash incentives tied to Fashion Lifestyle operating income and revenue plus consolidated profitability, and with LTIP PSUs driven by revenue and pre‑tax income and subject to a TSR modifier—aligning her incentives with value creation in UGG and the broader portfolio .
- Retention vs. selling pressure: Annual RSU vesting on or around August 15 creates predictable tax-withholding events (non-sale Form 4 code “F”); the one disclosed open-market sale in Nov 2024 was under a 10b5‑1 plan, suggesting pre‑planned liquidity rather than discretionary selling; monitor August vesting cycles and subsequent filings for short‑term supply effects .
- Governance strength: No gross-ups, double‑trigger equity, robust clawback, ownership guidelines, and prohibitions on hedging/pledging reduce governance and alignment risk; strong Say‑on‑Pay support further lowers compensation controversy risk .
- Execution track record: Company financial performance (revenue growth, margin expansion, EPS growth) and multi-year TSR outperformance underpin the pay outcomes and suggest continued incentive-driven focus on profitable growth in her remit .
References:
All bracketed citations refer to the Deckers 2025 or 2024 DEF 14A proxy statement chunks and/or SEC/Form 4 sources as linked below.
- 2025 DEF 14A (Deckers):
- 2024 DEF 14A (Deckers):
- Form 4 sources (insider transactions):
• 11/22/2024 sale:
• 05/21/2025 tax withholding:
• 09/15/2025 tax withholding (EDGAR):
• Aggregated summary: