Victor Luis
DECKERS OUTDOORAbout Victor Luis
Victor Luis, age 58, has served on the Deckers board since 2020 and is an independent director. In May 2025, he was appointed Chair of the Talent & Compensation Committee (T&C). He previously served as CEO and a director of Tapestry, Inc. (Coach, Kate Spade, Stuart Weitzman) from 2014–2019, and held senior leadership roles at Coach (including Chief Commercial Officer in 2013, CEO of Coach Japan starting in 2006), as well as CEO roles at Baccarat North America and Givenchy Japan under LVMH. His core credentials include premium brand building, international retail operations, and public company leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tapestry, Inc. (NYSE: TPR) | Chief Executive Officer; Director | 2014–2019 | Led transformation of Coach, Inc. into Tapestry, Inc., overseeing Coach, Kate Spade, Stuart Weitzman . |
| Coach, Inc. | Chief Commercial Officer | 2013 | Global commercial leadership . |
| Coach Japan | President & CEO | 2006–(year not disclosed) | Led Japan operations; expanded responsibilities across Asia/Europe . |
| Baccarat, Inc. | President & CEO (North America) | 2002–2006 | Ran North American operations for luxury brand . |
| Givenchy Japan (LVMH) | President & CEO | through 2002 | Led Japanese subsidiary under LVMH . |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Farfetch Limited (NYSE: FTCH) | Director (former) | Not disclosed | Audit Committee member; Chair of Nominating & Corporate Governance Committee . |
| Current public company boards | None | — | — . |
Board Governance
- Committee assignments: Chair, Talent & Compensation Committee; not listed on Audit & Risk Management (AR) or Corporate Responsibility, Sustainability & Governance (CRSG) post-Annual Meeting structure .
- Independence: Board deems all directors other than the CEO as independent; all standing committees composed solely of independent directors .
- Attendance: During FY 2025, no director nominee attended fewer than 80% of Board or committee meetings; Board held 6 meetings; T&C met 4 times .
- Executive sessions: Independent directors meet in executive session at every Board meeting .
- T&C remit (chaired by Luis): oversees executive compensation design and decisions; human capital management; succession planning; equity plan administration; produces CD&A report .
Fixed Compensation
- Non-Employee Director Cash Program (FY 2025):
- Annual Board retainer: $90,000
- Committee assignment fee: $10,000 per committee
- Chair fees: Board Chair $200,000; Audit Chair $40,000; T&C Chair $35,000; CRSG Chair $27,500
- Directors may elect to receive cash in stock .
| Item | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $90,000 | Standard for Non-Employee Directors . |
| Committee Assignment (per committee) | $10,000 | AR/T&C/CRSG . |
| T&C Chair Fee | $35,000 | Applies to Luis as T&C Chair . |
| Luis – Fees Earned (FY 2025) | $26,403 | Actual paid; elected to receive some/all cash in stock (footnote (2)) . |
Performance Compensation
- Annual Director Equity: Common stock valued at approximately $170,000 per year, issued in equal quarterly installments; fully vested at issuance; shares determined by 10-day rolling average. Cash fees can be taken in stock valued on same basis .
- Note: Director equity is not performance-conditioned; there are no operational/financial performance metrics for director equity grants .
| Item | Structure | Amount/Value | Vesting/Terms |
|---|---|---|---|
| Annual Director Equity | Common stock | ~$170,000 | Fully vested on grant; issued quarterly using 10-day average price . |
| Luis – Stock Awards (FY 2025) | Grant date fair value | $244,355 | SEC FASB ASC 718 methodology . |
| Performance Metrics | N/A for directors | — | No performance conditions on director equity . |
Other Directorships & Interlocks
- Current public company directorships: None .
- Prior public company: Farfetch (director; Audit and Nominating/Governance chair) .
- Compensation Committee interlocks: None reported for T&C members; no reciprocal compensation committee interlocks or officer cross-appointments disclosed .
Expertise & Qualifications
- Premium branding, retail, industry experience (footwear/apparel/accessories), international operations, and public company executive experience are explicitly cited by Deckers as Luis’s skills .
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Outstanding | Notes |
|---|---|---|---|
| Victor Luis | 0 | * (<1%) | 16,824 additional deferred shares previously earned under Deferred Stock Unit plan; excluded from table (fn 6). 148,542,225 shares outstanding as of 6/30/2025 . |
- Stock ownership guidelines: Directors must hold shares equal to 5x annual Board cash retainer; as of FY 2025 year-end, each director was in compliance (DSUs typically count toward compliance per program) .
- Hedging/Pledging: Company policy prohibits hedging and pledging of company stock by directors; margin accounts are also prohibited .
Say-on-Pay & Shareholder Feedback (Voting Signals)
| Meeting | Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Sept 8, 2025 | Say-on-Pay (NEO comp) | 112,503,822 | 7,236,879 | 1,610,541 | 8,663,740 |
| Sept 8, 2025 | Director election – Victor Luis | 119,444,857 | 1,871,510 | 34,875 | 8,663,740 |
- Historical say-on-pay support: 92.3% (2024) and 95.7% (2023) of votes cast supported the program, reflecting strong investor alignment .
Related-Party Transactions (Conflicts)
- Policy: Legal screens and AR Committee oversight for related-person transactions; conflicts prohibited under Code of Ethics .
- FY 2025–2026 disclosures: Only related-person item disclosed involved another director’s family member employment; no related-party transactions involving Victor Luis were disclosed .
Compensation Committee Analysis (Structure & Rigor)
- Independent consultant: FW Cook retained by T&C; provides competitive data and peer group advice .
- Peer group rigor: Defined peer cohorts for FY 2025 and updated for FY 2026 as company scale increased .
- Program governance: Clawback policy (SEC/NYSE-compliant), double-trigger vesting on equity awards, no option repricing, no tax gross-ups, robust insider trading policy .
Governance Assessment
Strengths
- Independent director; Chair of T&C with clear remit over pay design, succession, and HCM; committee composed entirely of independent directors .
- Strong investor support: high “For” vote on his re-election and sustained strong say-on-pay support, signaling confidence in board oversight of compensation .
- No related-party transactions; hedging/pledging prohibited by policy; stock ownership guideline compliance indicates alignment .
Watch items
- Beneficial ownership listed as zero, though 16,824 deferred stock units are held; while guideline compliance is affirmed, low reported direct beneficial ownership could be perceived as less “skin-in-the-game” absent DSU recognition. Nonetheless, directors are confirmed in compliance with 5x retainer guidelines .
Appendices
Board & Committee Activity (FY 2025)
| Body | Meetings | Attendance Note |
|---|---|---|
| Board of Directors | 6 | No director attended <80% of meetings; independent director executive sessions at every Board meeting . |
| Talent & Compensation Committee | 4 | Fully independent; chaired by Victor Luis . |
Director Compensation Detail (FY 2025)
| Director | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Victor Luis | 26,403 | 244,355 | 270,758 |
Non-Employee Director Program (FY 2025)
| Component | Amount/Term |
|---|---|
| Annual Board retainer | $90,000 (cash or stock, at election) |
| Committee assignment | $10,000 per committee |
| Chair fees | Board Chair $200,000; Audit Chair $40,000; T&C Chair $35,000; CRSG Chair $27,500 |
| Annual equity | ~$170,000 common stock (fully vested, quarterly issuance; 10-day average pricing) |
Beneficial Ownership Snapshot (as of 6/30/2025)
| Name | Shares | % |
|---|---|---|
| Victor Luis | 0 | * (<1%); 16,824 deferred shares excluded (fn 6); 148,542,225 shares outstanding . |
Skills Summary (per Director Matrix & Bio)
- Premium branding, international, retail, industry, public company executive .
Key Dates
- Appointed Chair, T&C: May 2025 .
- 2025 Annual Meeting: Sept 8, 2025 (virtual) .
No RED FLAGS identified for Victor Luis: no related-party transactions; independent; strong election outcome; governance practices align with investor expectations .