Bonita Stewart
DECKERS OUTDOORAbout Bonita C. Stewart
Bonita C. Stewart (age 68) has served as an independent director of Deckers Outdoor Corporation since 2014. She currently chairs the Corporate Responsibility, Sustainability & Governance Committee and serves on the Talent & Compensation Committee, with a background spanning senior executive roles at Google, DaimlerChrysler, and IBM, and current venture leadership at BAG Ventures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Financial and marketing management positions | Began 1979 (dates not otherwise specified) | Early career foundation in finance/marketing |
| DaimlerChrysler AG | Director, Chrysler Brand Advertising; Director, Interactive Communications | 2002–2006 | Led first interactive communications team at Chrysler Group |
| Google, Inc. (Alphabet subsidiary) | Vice President, Global Partnerships | Dates not specified | Led partner management for largest U.S. publishers across search, news, commerce, media & entertainment, telecom, and mobile apps |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BAG Ventures | Founder/Managing Partner | Current | Venture leadership; technology/digital focus |
| Gradient Ventures (Google) | Board Partner (prior) | Prior to present | Early-stage AI fund involvement |
| PagerDuty, Inc. (NYSE: PD) | Director; Chair of Nominating & Corporate Governance; Member of Compensation Committee | Joined Jan 2021 (director) | Governance leadership and compensation oversight |
| Volta Industries, Inc. (NYSE: VLTA) | Director; Member of Compensation; Member of Nominating & Corporate Governance | Prior role (dates not specified) | Committee contributions in compensation and governance |
| Pluralsight, Inc. (Nasdaq: PS) | Corporate Director | 2018–2021 | Technology/digital learning oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (YES) |
| Committee Assignments | Corporate Responsibility, Sustainability & Governance (Chair); Talent & Compensation (Member) |
| Committee Meetings (FY2025) | Corporate Responsibility, Sustainability & Governance Committee: 4 meetings |
| Attendance | No director nominee attended fewer than 80% of Board or applicable committee meetings during FY2025; Board schedules executive session time for independent directors at each Board meeting (per FY2024 disclosure) |
| Committee Independence | All members of the Corporate Responsibility, Sustainability & Governance Committee meet NYSE independence standards |
Fixed Compensation
| Component (FY2025 Nonemployee Director Program) | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 90,000 | All nonemployee directors |
| Committee Membership Retainer (per committee) | 10,000 | Per assignment (TC and CG each qualify) |
| Committee Chair Retainer – Corporate Responsibility, Sustainability & Governance | 27,500 | Additional chair fee |
| Product Discounts/Reimbursements | — | Discounts similar to employees; reimbursed reasonable Board expenses |
| Election to Receive Cash in Stock | — | Directors may elect to receive cash retainers in common stock |
| Bonita C. Stewart – Fees Earned (FY2025) | 137,500 | Consistent with $90k board + $10k TC + $10k CG membership + $27.5k CG chair |
Performance Compensation
| Feature (FY2025 Nonemployee Director Equity) | Detail |
|---|---|
| Annual Equity Value | Approximately $170,000 of common stock, issued in equal quarterly installments |
| Valuation Method | Rolling average of closing prices over last 10 trading days through grant date |
| Vesting | Shares fully vested at issuance (time-based; no performance metrics) |
| Cash-to-Stock Election | If cash retainer paid in stock, same valuation method applies |
| Clawback Policy | Company maintains clawback/forfeiture policy on incentive awards |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Change-in-Control | Equity awards subject to double-trigger vesting upon change in control |
| Tax Gross-Ups | Change-in-control/severance agreements do not include excise tax gross-ups |
Stewart’s FY2025 equity award grant-date fair value: $169,670; total director compensation: $307,170 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Tenure |
|---|---|---|---|
| PagerDuty, Inc. (NYSE: PD) | Director | Chair of Nominating & Corporate Governance; Member of Compensation Committee | Director since Jan 2021 |
| Volta Industries, Inc. (NYSE: VLTA) | Director | Compensation; Nominating & Corporate Governance | Prior role (dates not specified) |
| Pluralsight, Inc. (Nasdaq: PS) | Director | — | 2018–2021 |
Expertise & Qualifications
- Technology and digital transformation leadership from senior roles at Google; significant partnerships oversight across major U.S. publishers and digital ecosystems .
- Governance leadership as chair of Deckers’ Corporate Responsibility, Sustainability & Governance Committee and chair of PagerDuty’s Nominating & Corporate Governance Committee .
- Sales/marketing, international operations, and public company executive experience highlighted in Board skills matrix and biography .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| Bonita C. Stewart | 36,108 | ~0.02% (36,108 / 148,542,225) | Additional 5,293 deferred shares excluded from table |
| Shares Outstanding (reference) | 148,542,225 | — | As of June 30, 2025 |
| Director Stock Ownership Guidelines | In place; all directors in compliance as of end of FY2024 | — | Committee periodically reviews compliance |
Governance Assessment
- Independence and engagement: Stewart is independent, chairs the governance committee (CRS&G), and serves on the compensation committee—positions central to board effectiveness and oversight of ESG, governance, and pay practices .
- Attendance: The proxy reports that no director nominee fell below 80% attendance in FY2025; Deckers also schedules executive sessions for independent directors, supporting independent oversight .
- Alignment: Director equity grants are time-based but coupled with strong governance controls—clawback, double-trigger vesting, no hedging/pledging, and no excise tax gross-ups—enhancing investor confidence in pay-for-performance culture despite the absence of director performance metrics .
- Ownership: Stewart’s beneficial ownership and deferred share elections demonstrate ongoing equity exposure; company-level guidelines confirm directors meet ownership requirements, mitigating alignment concerns .
- Other directorships: Her governance leadership at PagerDuty and prior tech/energy boards expands network reach; investors should monitor potential interlocks for information flow but no related-party conflicts are indicated in reviewed sections .
RED FLAGS
- None identified in reviewed proxy sections regarding hedging/pledging, tax gross-ups, option repricing, or related-party transactions; company policies explicitly prohibit hedging/pledging and option repricing, and disallow excise tax gross-ups .