Cindy Davis
DECKERS OUTDOORAbout Cindy Davis
Cindy L. Davis, age 63, has served on Deckers’ Board since 2018 and was appointed independent Chair of the Board on May 22, 2025 following the retirement of the prior Chair . Davis brings senior operating experience from NIKE (vice president and president of Nike Golf) and the Golf Channel, holds an MBA in Marketing and Finance from the University of Maryland, and currently serves on public boards at Kennametal (chair, compensation & human capital) and Brinker International (chair, governance & nominating) . She is independent under NYSE rules and presides over executive sessions at each Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | Vice President; President, Nike Golf | 2008–2014; U.S. GM Nike Golf 2005–2008 | Led $800M global golf business; premium branding, international operations |
| Golf Channel (Comcast) | SVP, Golf Sponsorships, Sports Marketing & New Media | 2001–2004 | Led sales, marketing, strategy; media/marketing expertise |
| Buffalo Wild Wings, Inc. | Director; Chair, Compensation Committee; Governance Committee member | 2015–2018 | Oversight of compensation and governance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kennametal Inc. (NYSE: KMT) | Director | Current | Chair, Compensation & Human Capital; Member, Nominating/Governance |
| Brinker International, Inc. (NYSE: EAT) | Director | Since Jan 2019 | Chair, Governance & Nominating; Member, Talent & Compensation |
| Furman University | Chair, Board of Trustees | Current | Governance leadership (non-profit) |
Board Governance
- Independence and leadership: Independent director; Chair role separated from CEO to enhance oversight; Davis sets Board agenda and presides over executive sessions at every Board meeting .
- Committee assignments: Upon becoming Chair, Davis stepped down from Corporate Responsibility, Sustainability & Governance Committee and as Chair of Talent & Compensation; following the Annual Meeting, she is not slated to serve on standing committees (AR, TC, CG blank) .
- Attendance and engagement: In FY2025, each director attended at least 80% of Board and committee meetings; Board held 6 meetings; independent director executive sessions at every meeting with Davis presiding .
- Committee activity context: FY2025 meetings—Audit & Risk Management (10), Talent & Compensation (4), Corporate Responsibility, Sustainability & Governance (4) .
Fixed Compensation
| Component | Terms | FY2025 Davis Amount |
|---|---|---|
| Annual Board cash retainer | $90,000 cash; directors may elect shares instead of cash | $145,000 fees earned |
| Committee membership fee | $10,000 per committee assignment | Included in fees earned (detail not itemized) |
| Chair retainers | $200,000 (Board Chair); $40,000 (Audit Chair); $35,000 (Talent & Comp Chair); $27,500 (CRS&G Chair) | Davis served as Board Chair commencing May 22, 2025; compensation table reflects period service |
| Equity for directors | ~$170,000 in common stock annually; issued quarterly; fully vested at issuance; directors may elect stock in lieu of cash retainers | $169,670 stock awards (grant-date fair value) |
| FY2025 Director Pay – Cindy Davis | Amount ($) |
|---|---|
| Fees Earned (Cash or elected stock) | 145,000 |
| Stock Awards (annual grant) | 169,670 |
| Total | 314,670 |
Performance Compensation
Directors are not paid based on operational or TSR performance metrics; annual equity grants are fully vested at issuance and not contingent on Company performance .
| Director Compensation Metrics (Cindy Davis) | Applicability |
|---|---|
| Short-term metrics (revenue, operating income) | None; director pay uses fixed retainers |
| Long-term metrics (TSR, EBITDA, ESG) | None; director equity fully vested; no performance conditions |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Kennametal Inc. | Industrial tooling | No disclosed transactions with Deckers; unrelated sector |
| Brinker International | Restaurants | No disclosed transactions with Deckers; unrelated sector |
- Related-Person transactions: Company discloses no related-party transactions involving Davis; no family relationships; no legal proceedings for directors requiring disclosure .
- Talent & Compensation interlocks: No member served as officer of Deckers; no reciprocal committee interlocks in prior year .
Expertise & Qualifications
- Premium branding and retail leadership from NIKE; led $800M global golf business .
- Financial literacy (audit committee service at Kennametal); MBA in Marketing and Finance .
- International operations; compliance and risk oversight through public board roles .
- Technology/cyber infrastructure exposure via Kennametal; governance leadership across multiple boards .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 13,340 |
| % of shares outstanding | <1.0% (company notation “*”) |
| Shares outstanding reference date | 148,542,225 (June 30, 2025) |
| Vested vs unvested | Director equity grants vest fully at issuance; no unvested director awards disclosed |
| Hedging/pledging | Prohibited by Insider Trading Policy; no pledging allowed |
| Stock ownership guideline | Directors: 5x annual Board cash retainer |
| Guideline compliance | Each director in compliance at FY2025 year-end |
Governance Assessment
- Board effectiveness: Independent Chair structure with Davis enhances oversight; strong attendance and regular executive sessions support accountability .
- Alignment: Director stock ownership guidelines and prohibition on hedging/pledging strengthen alignment and risk management; Davis is in compliance .
- Compensation: Director pay mix balances cash retainers and fully vested stock; transparent cash/equity levels with optional stock election for retainers; no performance-contingent director pay, reducing incentive for short-termism .
- Conflicts and signals: No related-party transactions or legal proceedings involving Davis; Section 16 filings timely for FY2025 (no delinquencies), supporting governance hygiene .
- Transition: Davis’ move from Compensation Chair to Board Chair in May 2025 reduced concentration of roles and reflects refreshment; committee chairs realigned accordingly .
RED FLAGS: None disclosed related to Davis—no related-party transactions, hedging/pledging, or attendance issues; director compensation is standard and guidelines-compliant .