Andrew I. Gray
GENESCOAbout Andrew I. Gray
Andrew I. Gray is Senior Vice President and President of Journeys at Genesco, appointed effective January 3, 2024; he was 46 at appointment and previously spent over two decades in senior leadership roles at Foot Locker (EVP Global President; EVP Chief Commercial Officer; Chief Merchandising Officer; GM North America; VP & GMM Europe) . On September 30, 2025, Genesco promoted him to Chief Executive Officer, Journeys Global Retail Group, uniting Journeys, schuh, and Little Burgundy under a single global retail organization . Core credentials span merchandising, general management, retail/digital, consumer insight, brand building, and global leadership . Under Gray’s remit, Journeys’ adjusted operating income achieved 190.4% of FY2025 PSU target (pays 200% at max), and Journeys’ EVA improvement supported a 1.30x bonus multiple, evidencing strong execution in his first year; company TSR measured in the SEC “Pay vs Performance” framework reached $106 for FY2025, providing context on shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Foot Locker, Inc. | EVP, Global President (Foot Locker, Kids Foot Locker, Champs Sports, Sidestep) | Jun 2022–Jan 2023 | Led largest global brand portfolio; drove global brand building, business innovation; repositioned portfolio to elevate Foot Locker globally . |
| Foot Locker, Inc. | EVP, Chief Commercial Officer | Jul 2020–Jun 2022 | Unified consumer-facing disciplines for increased consumer, vendor, business benefit . |
| Foot Locker, Inc. | Chief Merchandising Officer | Oct 2017–Jul 2020 | Led product and merchandising strategy across banners . |
| Foot Locker, Inc. | GM, Foot Locker & Lady Foot Locker North America | Feb 2016–Oct 2017 | General management for North America banners . |
| Foot Locker, Inc. | VP & GMM, Foot Locker Europe | Jul 2013–Feb 2016 | Led European merchandising; strengthened vendor relationships . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company filings report no related party transactions or arrangements in connection with Gray’s selection . |
Fixed Compensation
| Metric | FY2025 | Notes |
|---|---|---|
| Base Salary ($) | $635,000 | |
| Target Bonus (%) of Base | 75% | |
| Actual Cash Incentive Paid ($) | $655,760 |
Performance Compensation
EVA Annual Incentive (Journeys Group – FY2025)
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| EVA Improvement (EI) | 100% Journeys allocation | $12,900,000 | $19,477,000 | Bonus multiple 1.30x; cash paid $655,760 |
| Leverage Interval (≥ target) | — | $21,900,000 | — | — |
| Leverage Interval (< target, 0 payout) | — | $16,469,000 | — | — |
| Strategic Goals Adjustment | 25% of target component | No adjustment made | — | — |
| Negative Bonus Bank | — | N/A for Gray | — | — |
PSUs – FY2025 Grants and Outcomes
| PSU Metric (One-year period ended Feb 1, 2025) | Threshold | Target | Maximum | Actual | Payout Rate | Vesting |
|---|---|---|---|---|---|---|
| Adjusted Operating Income — Journeys Group | $7,401,000 | $10,498,000 | $27,422,000 | $25,794,000 | 190.4% | 50% on 2/1/2026; 50% on 2/1/2027 |
| PSUs Granted (Target #) | — | 16,624 | — | Earned reflected as restricted shares outstanding | — | See vest schedule |
Restricted Stock Awards (RSAs)
| Grant | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Annual RSA Equivalent (3-year cycle granted as 5-year vest schedule) | 47,451 | $2,055,577 | 1/9 on 4/4/2026; 2/9 on 4/4/2027; 1/3 on 4/4/2028; 2/9 on 4/4/2029; 1/9 on 4/4/2030 |
| RSAs (LTI award, accelerated 2-year ratable vest) | 7,236 | Included in LTI framework | 50% on 1/12/2025; 50% on 1/12/2026 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 60,471 | |
| Shares Outstanding (common) | 10,779,524 (as of Apr 28, 2025) | |
| Ownership as % of Outstanding | ~0.56% (60,471 / 10,779,524) | |
| Unvested Restricted Shares Outstanding (#) | 86,339 | |
| Unvested Restricted Shares Market Value ($) | $3,596,020 (at $41.65 on Jan 31, 2025) | |
| PSUs Unvested (#) | Earned PSUs (31,652) now reflected as restricted shares; scheduled to vest in 2026/2027 | |
| Stock Options | None outstanding | |
| Ownership Guidelines (Operational SVPs) | 20,000 shares required | |
| Compliance Status | All execs complied or within five-year window; Gray exceeds threshold | |
| Anti-Hedging Policy | Hedging prohibited for directors/officers | |
| Pledging | No pledging disclosure/policy noted; no pledging reported |
Key Vesting Schedules (Detail)
| Grant Date | Type | Shares Outstanding | Vesting Increments |
|---|---|---|---|
| 1/12/2024 | RSAs | 7,236 | 3,618 on 1/12/2025; 3,618 on 1/12/2026 |
| 4/4/2024 | Earned PSUs (as restricted shares) | 31,652 | 15,826 on 2/1/2026; 15,826 on 2/1/2027 |
| 12/10/2024 | RSAs | 47,451 | 5,272 on 4/4/2026; 10,545 on 4/4/2027; 15,817 on 4/4/2028; 10,545 on 4/4/2029; 5,272 on 4/4/2030 |
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Start Date & Role | Effective Jan 3, 2024; SVP & President Journeys | |
| Base Salary | $635,000 | |
| Target Bonus | 75% of base (EVA Plan) | |
| LTI Award Guideline | 150% of base in equity (RSAs + PSUs) | |
| Initial RSA Grant | 50% of LTI granted on effective date; 2-year ratable vest | |
| Relocation & Stipend | Moving costs ≤$50,000; buyer closing/lease termination ≤$50,000; $25,000 relocation bonus; $25,000 quarterly travel/lodging stipend until July 2025 (≤$175,000 total) | |
| Severance (involuntary, within first 18 months) | 1-year salary continuation; pro-rated bonus if employed ≥120 days; customary release/restrictive covenants | |
| Change-of-Control Economics (Double Trigger) | 24 months base salary; 2× average of last two bonuses; accelerated vesting; estimated benefits PV; no excise tax gross-up provision (gross-ups only for legacy agreements of other execs) | |
| Estimated CoC Package (as of Feb 1, 2025) | Cash severance $1,270,000; Bonus $1,238,250; Accelerated equity $3,596,019; Benefits $165,523; Total $6,269,792 | |
| Clawback | Amended and Restated Compensation Recoupment Policy adopted Oct 26, 2023 (mandatory under SEC/NYSE rules) | |
| Deferred Compensation | Salary deferral $28,292 in FY2025 |
Investment Implications
- Alignment and retention: Gray exceeds share ownership guidelines and holds substantial unvested equity through 2030, including FY2025 PSUs earned at 190.4% (vesting in 2026/2027) and a five-year RSA schedule, which strengthens alignment and raises the opportunity cost of departure .
- Incentive design tightly linked to operating performance: Journeys’ EVA improvement versus target (1.30x multiple) and adjusted operating income outperformance drive above-target PSU outcomes; strategic goal adjustments were not applied, reducing discretion and enhancing pay-for-performance discipline .
- Selling pressure timing: Vesting clusters in early calendar Q1/Q2 (February and April tranches in 2026–2030) could create predictable windows for Form 4 activity; anti-hedging limits risk-mitigating trades; no pledging reported .
- Downside protection/CoC: Double-trigger severance and accelerated equity under CoC provide meaningful protection ($6.27M illustrative package), but absence of tax gross-ups reflects shareholder-friendly terms; clawback policy further constrains excess pay in restatement scenarios .
- Program governance and benchmarking: Compensation committee uses a 16-company peer group and targets base salaries at/below market median with leverage in variable/equity pay; say-on-pay support was high (92.2%), reducing governance overhang risk .
Appendix: Selected Contextual Company Metrics
| Metric | FY2025 |
|---|---|
| Genesco TSR (SEC CAP framework, $100 initial) | $106 |
| Net Income (Loss) ($MM) | -$19 |
| Company-Selected Measure | Change in EVA (Financial) |