Stefano Caroti
DECKERS OUTDOORAbout Stefano Caroti
Stefano Caroti, age 62, is Chief Executive Officer, President, and a director of Deckers Outdoor Corporation (Deckers), appointed CEO on August 1, 2024 and elected to the Board in September 2024; he holds a B.A. with honors from Middlebury College and previously served as Chief Commercial Officer and President of Omni-Channel at Deckers, with senior roles at PUMA and NIKE . Fiscal year 2025 performance under his leadership delivered total revenue growth of 16.3%, gross margin expansion of 230 bps to 57.9%, operating margin expansion of 200 bps to 23.6%, and diluted EPS up 30.2% to $6.33, with strong TSR outcomes shown in pay-versus-performance disclosures (value of a $100 investment at $500.7 vs peer group $78.3) . Deckers’ compensation framework tightly links CEO pay to consolidated operating income, revenue, and pre-tax income with ESG and TSR modifiers, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deckers | Chief Executive Officer & President | Aug 2024–present | Drives strategic vision and long-term growth; oversight of business and affairs with independent Board Chair structure . |
| Deckers | Director | Sep 2024–present | Executive director; not independent under NYSE rules . |
| Deckers | Chief Commercial Officer | Apr 2023–Jul 2024 | Led commercial engine; previously interim President of HOKA and President of Omni-Channel . |
| Deckers | President of Omni-Channel | Nov 2015–prior | Led DTC, e-commerce and retail strategy . |
| PUMA | Chief Commercial Officer & Managing Director | Aug 2008–Dec 2014 | Led global wholesale, retail, e-commerce, and geographic operating regions . |
| NIKE | VP of EMEA Commerce and other senior roles | Prior to 2008 | Oversaw wholesale, retail, and e-commerce in EMEA; senior roles in sales, product, marketing . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public Company Boards | None | — | No other public company directorships . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $800,000 | $1,200,000 (increase upon CEO appointment) |
| Target Bonus (% of Salary) | — | 100% |
Multi-year compensation (SEC-defined totals):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $729,231 | $786,154 | $1,061,539 |
| Bonus ($) | $400,000 | $400,000 | — |
| Stock Awards ($) | $2,999,273 | $1,999,912 | $5,999,093 |
| Non-Equity Incentive ($) | $589,081 | $1,478,169 | $2,927,198 |
| All Other Comp ($) | $57,438 | $60,319 | $63,599 |
| Total ($) | $4,775,023 | $4,724,554 | $10,051,429 |
Performance Compensation
Annual Cash Incentive (FY 2025):
| Component | Weight (Caroti) | Threshold | Target | Max | % of Target Earned | ESG Modifier |
|---|---|---|---|---|---|---|
| Consolidated Operating Income | 70% | $845.9M | $939.8M | $1,127.8M | 200% | +8% |
| Consolidated Revenue | 30% | $4,369.6M | $4,749.5M | $5,224.5M | 150% | +8% |
| Total Payout ($) | — | — | — | — | — | $2,927,198 |
Long-Term Incentive PSUs (granted Aug 15, 2024; three-year performance with TSR modifier):
| Metric | Weight | Measurement | Targets | Modifier |
|---|---|---|---|---|
| Consolidated Pre-tax Income | 50% | FY 2025–FY 2027 (annual tranches) | Pre-set annual targets; linear vesting threshold→max; cap 200% | TSR percentile vs peer set, 75th→125%, 55th→100%, 25th→75% (±25% cap; guardrails if absolute TSR negative) |
| Consolidated Revenue | 50% | FY 2025–FY 2027 (annual tranches) | Pre-set annual targets; linear vesting threshold→max; cap 200% | Same TSR modifier |
Equity Ownership & Alignment
FY 2025 grants (Aug 15, 2024):
| Award Type | Shares (Target/Max or Granted) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|
| LTIP PSUs | 20,952 target / 41,904 max | Performance FY25–FY27; vests Mar 31, 2027; TSR modifier applies | $3,599,973 |
| Time-Based RSUs | 15,192 granted | 33.3% annually on Aug 15, 2025/2026/2027 | $2,399,121 |
Ownership snapshot (as of FY 2025 year-end and June 30, 2025):
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 166,725 |
| Shares Outstanding (June 30, 2025) | 148,542,225 |
| Ownership % | ~0.11% (166,725 / 148,542,225) |
| Unvested Time-Based RSUs (# / $) | 28,056 / $3,136,941 |
| Unearned PSUs at target (# / $) | 32,310 / $3,612,581 |
| Stock Options Outstanding | None |
| Shares Vested in FY 2025 (# / $) | 71,622 / $8,746,461 |
Ownership policy and risk controls:
- CEO stock ownership guideline: 6x annual base salary; all officers and directors, including Caroti, in compliance as of FY 2025 .
- Insider Trading Policy prohibits hedging and pledging of company stock, and sets disciplined grant practices; clawback and forfeiture policy compliant with SEC/NYSE adopted in FY 2024 .
Employment Terms
Severance and change-in-control economics (agreements apply to NEOs):
| Scenario | Cash | Health Benefits | Equity Treatment | Notes |
|---|---|---|---|---|
| Death/Disability | Pro-rated current-year bonus at target; standard accruals | — | Pro-rata continued vesting; PSUs vest pro-rata on schedule if metrics met | — |
| Termination Without Cause | CEO: 24 months base salary; others: 12 months | CEO: up to 24 months; others: up to 12 months | No acceleration; standard provisions | Release required; payments commence within 60 days |
| CIC + Qualifying Termination (Double Trigger) | CEO: 2.5x (base + greater of 1.5x target bonus or 1.5x 3-year average actual) | CEO: up to 30 months | Accelerated vesting; PSUs at target; if not assumed, full acceleration at target | No excise tax gross-ups |
Potential payouts for Caroti if event occurred Mar 31, 2025:
| Component | Death/Disability | Without Cause | CIC + Qualifying Termination |
|---|---|---|---|
| Cash Payments ($) | — | $2,400,000 | $5,700,000 |
| Health Benefits ($) | — | $39,831 | $49,789 |
| Equity ($) | $1,713,935 | — | $6,749,522 (PSUs at target) |
| Total ($) | $1,713,935 | $2,439,831 | $12,499,311 |
Board Governance
- Board service: Director since September 2024; not independent; not assigned to Board committees, consistent with practice that all standing committees are fully independent .
- Dual-role implications: Chair and CEO roles are separated; independent Chair (Cynthia L. Davis) oversees Board, mitigating concentration of power; 9 of 10 directors are independent; committees are exclusively independent, limiting independence concerns from the CEO’s dual role .
- Attendance and executive sessions: FY 2025 Board met 6 times; no director nominee attended fewer than 80% of meetings; independent directors meet in executive session each Board meeting .
Compensation Structure Analysis
- Mix and leverage: For FY 2025, 87% of CEO target compensation is performance-based (cash incentive, PSUs, time-based RSUs), with fixed pay at 13%—aligning payout with measured results .
- Metrics and modifiers: Annual incentives weighted to consolidated operating income (70%) and revenue (30%), plus ESG modifier ±10% (achieved +8%); PSUs measured on pre-tax income and revenue with TSR modifier ±25% and 200% cap—disciplines upside and links vesting to relative returns .
- Governance safeguards: Clawback policy; prohibition of hedging/pledging; double-trigger vesting; no option repricing; no tax gross-ups; share grant policy avoids MNPI windows .
Say-on-Pay & Shareholder Feedback
- Advisory support: Say-on-pay approval was 92.3% at the 2024 meeting and 95.7% in 2023, reflecting investor endorsement of pay-for-performance and program design; program incorporates feedback from ongoing outreach .
Expertise & Qualifications
- Industry and commercial expertise: 30+ years across footwear/apparel with leadership in global wholesale, retail, and e-commerce at PUMA, NIKE, and Deckers; premium branding and international operating experience .
- Education: B.A. with honors, Middlebury College .
- Board qualifications: Public company executive experience; sales/marketing; supply chain oversight; international operations; retail and premium branding .
Risk Indicators & Red Flags
- Legal proceedings: None required to be disclosed for directors or executive officers .
- Hedging/pledging: Prohibited under Insider Trading Policy (alignment preserved) .
- Tax gross-ups: None in severance/CIC agreements (shareholder-friendly) .
- Option repricing: Explicitly prohibited without stockholder approval .
- Related party transactions: No transactions requiring disclosure involving Caroti; overall related-person process overseen by Audit & Risk Management Committee .
Equity Ownership & Upcoming Vesting (Trading Signal Considerations)
- Upcoming vest dates: Time-based RSUs vest 33.3% on Aug 15, 2025/2026/2027; PSUs for FY2024 and FY2025 cycles vest on Mar 31, 2026 and Mar 31, 2027 subject to performance and TSR modifier .
- FY 2025 realized equity: 71,622 shares vested valued at $8,746,461; no options exercised (no option overhang) .
- Ownership guideline compliance and hedging bans reduce forced selling risk; vesting cadence still creates potential supply events around scheduled dates and open trading windows under the Share-Based Grant Policy .
Compensation Peer Group (Benchmarking)
- FY 2025 peer group includes 20 companies such as Lululemon, Crocs, Skechers, PVH, Tapestry, VF, Ralph Lauren, and Ulta; target total compensation is assessed with reference to peer-group median; FW Cook serves as independent consultant .
- FY 2026 peer group updated to reflect larger scale, adding Abercrombie, Estée Lauder, and Dick’s; removing certain companies for industry relevance changes .
Talent & Compensation Committee Analysis
- Composition: Victor Luis (Chair), David A. Burwick, Bonita C. Stewart; fully independent; no interlocks or insider participation; uses FW Cook and conducts annual risk assessment .
- Program governance: Strong alignment principles with clear financial measures; ESG and TSR modifiers; stock ownership guidelines and clawback reinforce accountability .
Investment Implications
- Strong alignment: High proportion of variable pay tied to consolidated operating income, revenue, and pre-tax income with ESG and TSR modifiers indicates management incentives support profitable growth and shareholder returns; FY 2025 cash incentive payout at 200% reflects outperformance on key metrics .
- Retention risk: Significant unvested RSUs and PSUs and double-trigger CIC protections suggest retention focus; severance and CIC terms for CEO are competitive and could be material in strategic scenarios (CIC total value ~$12.5M as of Mar 31, 2025) .
- Trading signals: Scheduled vesting events (Aug 15 annually and Mar 31 for PSU cycles) and large FY 2025 vesting realized could create episodic supply in open windows; hedging/pledging prohibited and guideline compliance temper forced sales risk .
- Governance quality: Independent Chair, independent committees, strong say-on-pay results (92.3% in 2024, 95.7% in 2023), and robust clawback/insider policies mitigate independence and compensation concerns from the CEO’s dual role as director .