Lauri Shanahan
DECKERS OUTDOORAbout Lauri M. Shanahan
Lauri M. Shanahan, age 62, has served as an independent director of Deckers Outdoor Corp. since 2011 and currently sits on the Audit & Risk Management Committee and the Corporate Responsibility, Sustainability & Governance Committee . She brings over 26 years of senior-level experience in retail, consumer products, and hospitality, including roles as Chief Administrative Officer and Chief Legal Officer at Gap Inc., and is a principal at Maroon Peak Advisors, a consumer products and retail consulting firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | Chief Administrative Officer and Chief Legal Officer; corporate secretary; chair of foundation board | Joined 1992; served 16 years | Led global governance/compliance; risk oversight; social and environmental programs |
| Maroon Peak Advisors | Principal | Ongoing (post-Gap) | Advises retail/consumer companies; branding and operations expertise |
External Roles
| Organization | Exchange | Role | Tenure | Committees |
|---|---|---|---|---|
| CAVA Group, Inc. | NYSE: CAVA | Director | Joined June 2023 | Chair of People, Culture & Compensation; member of Nominating, Governance & Sustainability |
| Treasury Wine Estates Limited | ASX: TWE | Director | Ongoing | Chair of Human Resources; member of Nominations |
Board Governance
- Committee assignments: Member, Audit & Risk Management; Member, Corporate Responsibility, Sustainability & Governance .
- Independence: Board determined Shanahan is independent under NYSE rules .
- Attendance: Each director attended at least 80% of Board and committee meetings in FY 2025; Board held 6 meetings; independent director executive sessions at every Board meeting .
- Committee activity: Audit & Risk Management Committee held 10 meetings in FY 2025; Corporate Responsibility, Sustainability & Governance held 4 .
- Related-party transaction oversight: Audit & Risk Management oversees related-person transaction policy; conflicts addressed in Code of Ethics and reported via hotline .
- Clawback/insider policies: No hedging or pledging by directors; disciplined equity grant practices; annual say-on-pay and clawback policies (executive-focused) .
| Committee | Role | FY 2025 Meetings |
|---|---|---|
| Audit & Risk Management | Member | 10 |
| Corporate Responsibility, Sustainability & Governance | Member | 4 |
RED FLAG: A Deckers employee hired in March 2025 is Ms. Shanahan’s child; estimated FY 2026 compensation exceeds $120,000. She is not on the Talent & Compensation Committee and not involved in compensation decisions for this employee. Audit & Risk Management Committee oversees related-person transactions .
Fixed Compensation
| Component (FY 2025 Director Program) | Amount/Terms |
|---|---|
| Annual Board cash retainer | $90,000 |
| Committee assignment cash retainer (per committee) | $10,000 |
| Chair fees | Board Chair $200,000; Audit Chair $40,000; Talent & Comp Chair $35,000; CRSG Chair $27,500 |
| Equity grant | ~$170,000 in common stock; issued quarterly; fully vested at grant; shares valued by 10‑day rolling average |
| Cash-to-stock election | Directors may elect to receive cash retainers in stock using same valuation methodology |
| Fiscal Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY 2024 | $100,000 | $171,563 | $271,563 |
| FY 2025 | $110,000 | $169,670 | $279,670 |
- Mix and trend: FY 2025 equity comprised ~61% of total ($169,670 of $279,670) vs. FY 2024 ~63% ($171,563 of $271,563), reflecting a $10,000 cash retainer increase with roughly flat equity value .
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics for director pay | None disclosed; director equity grants are common stock, fully vested upon issuance (no performance conditions) |
| Options in director compensation | None; company reported no stock options outstanding as of March 31, 2025 |
| Dividends on unvested equity | Not permitted under equity incentive plan |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Considerations |
|---|---|---|
| CAVA Group, Inc. (NYSE: CAVA) | Restaurants/Consumer | No Deckers-related transactions noted; serves as compensation committee chair at CAVA |
| Treasury Wine Estates (ASX: TWE) | Beverages/Wine | No Deckers-related transactions noted; chairs HR committee at TWE |
Expertise & Qualifications
- International operations; retail leadership; premium branding; footwear/apparel industry experience; public company executive experience .
- Deckers maintains a director skills matrix to ensure coverage of governance, risk oversight, and strategic competencies across nominees .
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Shares | Notes |
|---|---|---|---|
| Lauri M. Shanahan | 16,177 | <1.0% (star notation) | Additional 12,636 shares previously earned and deferred under Deferred Stock Unit Plan; excluded from table |
| Shares outstanding (as of June 30, 2025) | 148,542,225 | — | — |
| Ownership Policy | Requirement | Compliance |
|---|---|---|
| Director stock ownership guidelines | 5× annual Board cash retainer; within five years of joining; must hold shares within one year of joining | Committee determined each director complied as of FY 2025 year-end |
| Hedging/Pledging | Prohibited for directors | Policy prohibits hedging and pledging; applied to directors |
Governance Assessment
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Strengths
- Long tenure and independence, with active oversight roles on Audit & Risk Management and Corporate Responsibility, Sustainability & Governance Committees .
- Strong attendance and engagement; Board executive sessions at every meeting .
- Equity-heavy director pay and ownership guidelines enhance alignment; directors in compliance; hedging/pledging prohibited .
- Audit Committee oversight of related-party transactions; no delinquent Section 16 filings reported for FY 2025 .
-
Watch items / RED FLAGS
- Related-person transaction: employment of her child at Deckers (> $120,000 estimated FY 2026 compensation). Mitigated by committee structure (not on Talent & Compensation) and Audit oversight, but warrants monitoring for any influence on HR decisions .
- Multi-board commitments: two external public company directorships; while FY 2025 attendance thresholds were met, monitor ongoing engagement and potential time constraints .
-
Compensation structure signals
- Year-over-year increase in cash retainer (from $80,000 to $90,000) with stable equity grant level suggests modest shift toward cash but retains equity alignment; no options or performance-linked director pay, reducing pay complexity and repricing risk .