Nelson Chan
DECKERS OUTDOORAbout Nelson Chan
Nelson C. Chan (age 64) is an independent director of Deckers Outdoor Corporation (DECK) since 2014. He is a private investor and entrepreneur with prior operating roles as CEO of Magellan and senior executive posts at SanDisk, and he currently serves on multiple public boards, including Chair of Synaptics, Inc.; he brings audit and risk oversight depth and has been designated an audit committee financial expert by DECK’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Corporation | Chief Executive Officer | 2006–2008 | Led the business as CEO |
| SanDisk Corporation | Various management roles; EVP & GM, Consumer | 1992–2006 | Global consumer business leadership; sales/marketing/engineering experience |
| Chips and Technologies; Signetics; Delco Electronics | Sales/marketing/engineering roles | Not disclosed | Technology commercialization experience |
External Roles
| Company | Listing | Role | Committees/Positions |
|---|---|---|---|
| Synaptics, Inc. | Nasdaq: SYNA | Chair of the Board | Previously Audit; Nominating & Corporate Governance |
| Twist Bioscience Corporation | Nasdaq: TWST | Director | Nominating & Corporate Governance; Audit |
| GCT Semiconductor Holding Inc. | NYSE: GCTS | Director | Nominating & Corporate Governance (member) |
| Adesto Technologies Corporation (prior) | Nasdaq: IOTS | Director; Chair | Chair of Compensation; Audit; Nominating & Corporate Governance |
| Socket Mobile, Inc. (prior) | Nasdaq: SCKT | Director | Compensation; Nominating & Governance |
Board Governance
- Committee assignments: Audit & Risk Management Committee member and Corporate Responsibility, Sustainability & Governance Committee member; not a committee chair .
- Audit committee financial expert: Board determined that Mr. Chan qualifies as an “audit committee financial expert” under SEC rules .
- Independence: Board has determined Mr. Chan is independent under NYSE and SEC rules; nine of ten directors are independent; all three standing committees comprise independent directors .
- Attendance and engagement: In FY2025, no director nominee attended fewer than 80% of Board and committee meetings; the Board met 6 times, Audit & Risk Management met 10 times, Corporate Responsibility, Sustainability & Governance met 4 times; executive sessions occur at every Board meeting .
- Leadership: Independent Chair (Cynthia L. Davis) appointed May 22, 2025, reflecting refresh and separation of Chair/CEO roles .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Standard for nonemployee directors |
| Committee Membership Fees (2 committees) | $20,000 | $10,000 per committee (Audit; CRSG) |
| Total Cash Fees Earned (Nelson Chan) | $110,000 | As reported in Director Compensation table |
Performance Compensation
| Component | FY2025 Value | Structure |
|---|---|---|
| Annual Equity Grant (Common Stock) | $169,670 | Issued in equal quarterly installments; fully vested upon issuance; directors may elect stock in lieu of cash retainers |
DECK does not use performance metrics (e.g., TSR, revenue) for director equity; grants are time-based and fully vested at issuance .
Other Directorships & Interlocks
- Current public boards: Synaptics (Chair), Twist Bioscience, GCT Semiconductor; sectors are semiconductors/biotech/communications—no disclosed customer/supplier interlocks with DECK’s footwear/apparel business .
- Prior public boards: Adesto Technologies (Chair of Board and Compensation), Socket Mobile (Compensation; Nominating/Governance) .
Expertise & Qualifications
- Technology infrastructure and cybersecurity oversight; extensive tech-sector leadership .
- High financial literacy; audit and risk oversight experience; designated audit committee financial expert at DECK .
- Sales/marketing and international P&L leadership from SanDisk and other tech roles .
- Entrepreneurial background; experienced corporate director across multiple industries .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Nelson C. Chan | 61,609 | <1% | Beneficial ownership as of June 30, 2025 (148,542,225 shares outstanding) |
| Director Stock Ownership Guideline | 5x annual Board cash retainer | — | Compliance confirmed for all directors as of FY2025 year-end |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy bars hedging and pledging of DECK stock |
Governance Assessment
- Strengths: Independent director with deep audit/risk expertise; audit committee financial expert designation; consistent attendance; independent Board and committees; robust clawback policy (for executives), stock ownership guidelines, and prohibitions on hedging/pledging support alignment and risk control .
- Compensation alignment: Director pay is a balanced cash-plus-equity mix (FY2025: $110k cash; ~$170k equity fully vested), standard for market peers; no options or performance-linked director equity; equity enhances ownership alignment without pay-for-performance features for directors .
- Conflicts/related-party exposure: No related-person transactions disclosed for Mr. Chan; DECK’s related-party review/approval process is overseen by Audit & Risk Management; only disclosed item relates to another director’s family employment, not Mr. Chan .
- Time commitments: Mr. Chan holds three other public directorships (including a chair role); FY2025 attendance thresholds were met, mitigating concerns about overboarding; continued monitoring warranted given multi-board service .
- Shareholder confidence signals: Strong historical say‑on‑pay support (95.7% in 2023; 92.3% in 2024) and active investor engagement (contacted holders representing ~46% of shares in FY2025) indicate a constructive governance environment, indirectly supportive of board effectiveness .
RED FLAGS
- None disclosed for Mr. Chan: no related-party transactions, no Section 16 delinquency, no hedging/pledging, and strong attendance; continued vigilance advised on multi-board workload and any future interlocks that could arise .