Angel R. Martinez
GENESCOAbout Angel R. Martinez
Angel R. Martinez, 70, is an independent director with ~40 years in retail footwear, previously CEO/President and later Chair of Deckers Brands and prior senior roles at Reebok and The Rockport Company; he joined Genesco’s board ~4 years ago (years of service matrix shows 4), and is currently independent under NYSE/SEC rules . He serves on the Nominating and Governance Committee; the Board met six times in Fiscal 2025 and all directors met at least 75% attendance, with all directors present at the prior annual meeting . His biography highlights capital allocation expertise, business transformation leadership, and human capital management experience relevant to Genesco’s footwear-focused strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deckers Brands (NYSE: DECK) | CEO & President; Executive Chair; Non‑Executive Chair | CEO/President Apr 2005–Jun 2016; Exec Chair 2008–Jun 2016; Non‑Exec Chair Jun 2016–Sep 2017 | Led brands UGG, Teva, Sanuk, Hoka; industry transition leadership and capital allocation |
| Keen LLC | Co‑Founder; President; CEO; Vice Chairman | Apr 2003–Mar 2005 | Built outdoor footwear brand; operating executive experience |
| Reebok International Ltd. | EVP & Chief Marketing Officer | Prior to 2003 (dates not specified) | Brand/marketing leadership at global footwear company |
| The Rockport Company (subsidiary of Reebok) | CEO & President | Prior to 2003 (dates not specified) | Operating CEO experience in footwear |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Korn Ferry (NYSE: KFY) | Director; Audit Committee Member | Current (dates not specified) | Audit oversight; governance and human capital insights |
| Oofos, Inc. (private) | Director | Since Feb 2025 | Active recovery footwear board experience |
| Tupperware Brands (NYSE: TUP) | Director; Compensation Committee Member | 1998–2020 | Long-duration comp committee experience |
Board Governance
- Committee memberships: Nominating and Governance Committee (members: Barsh [chair], Bojanowski, Marshall, Martinez) .
- Independence: Board determined Martinez is independent under NYSE/SEC rules; all standing committees are fully independent, with policy barring current/former employees from serving on Audit, Nominating & Governance, or Compensation .
- Attendance/engagement: Board met six times (FY2025); Audit met 12x, Nominating & Governance 4x, Compensation 7x; no director under 75% attendance; all directors attended the prior annual meeting .
- Leadership: Lead Independent Director is Gregory Sandfort, with responsibilities for agendas, executive sessions, CEO evaluation, and shareholder liaison per guidelines .
- Related-party transactions: Company reported no Item 404 related-party transactions for directors/officers in the last fiscal year; annual questionnaires and approval policies managed via Audit Committee .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director retainer |
| Additional chair/lead fees (policy) | N/A for Martinez | Lead Independent $35,000; Audit Chair $30,000; Comp Chair $25,000; Nominating & Governance Chair $20,000 |
| Equity (restricted stock) – grant policy | $120,000 value | Granted June 26, 2024 to each non‑employee director; vests by 2025 annual meeting or first anniversary |
| Equity (restricted stock) – reported grant date fair value | $111,464 | Grant date fair value disclosed for Martinez |
| Reimbursed expenses | Standard | Reimbursement for reasonable out‑of‑pocket meeting expenses |
Performance Compensation
| Plan Feature | Term |
|---|---|
| Minimum vesting | Equity awards vest no earlier than 1 year, with limited exceptions (including director grants vesting by next annual meeting ≥50 weeks after prior meeting) |
| Clawback/recoupment | Awards subject to recoupment under plan terms and Company policy; Company adopted amended recoupment policy effective Oct 2, 2023 per Rule 10D‑1/NYSE |
| Non‑employee director compensation limit | Aggregate cash+equity compensation capped at $500,000 per calendar year (exceptions for extraordinary service such as special committees) |
| Dividends on unvested awards | No dividends/dividend equivalents paid on unvested awards until vesting; none on options/SARs |
Directors do not receive performance‑based awards; equity is time‑based restricted stock designed to align with shareholder interests .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee |
|---|---|---|---|
| Korn Ferry | NYSE: KFY | Director | Audit Committee |
| Tupperware Brands | NYSE: TUP | Director (past) | Compensation Committee (1998–2020) |
| Oofos, Inc. | Private | Director | — (board member since Feb 2025) |
- Interlocks/conflicts: No related-party transactions disclosed with GCO; current boards appear non‑overlapping with GCO’s principal suppliers/customers; Deckers prior leadership is in competitive footwear but no current Deckers role since 2017 .
Expertise & Qualifications
- 40+ years in footwear/retail spanning brand building, omnichannel, and transformation; deep capital allocation and human capital management experience .
- Public company leadership and board experience; senior leadership across operations, e‑commerce/digital, and financial/transactional matters (as per board skills matrix) .
- Independent status; governance engagement through Nominating & Governance Committee .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (common) | 14,952 shares |
| Ownership % of outstanding | <1% (each director/officer under 1% except CEO; 10,779,524 shares outstanding) |
| Unvested director RS outstanding (FY2025) | 4,540 shares |
| Director ownership guidelines | Non‑employee directors must hold a number of shares equal to five times annual cash retainer; expected within five years; all directors complied or are within window |
| Anti‑hedging | Directors/officers prohibited from hedging; policy aimed at alignment with shareholders |
Governance Assessment
- Alignment: Director pay is modest and weighted toward equity (time‑based RS vesting by next annual meeting), with share ownership guidelines and anti‑hedging—supports alignment with shareholder value .
- Independence and attendance: Independent status, full committee independence, strong attendance, and lead independent structure bolster board effectiveness .
- Oversight engagement: Active Nominating & Governance participation; board conducts annual self‑evaluation and shareholder outreach (top ten holders, ~59% of shares) .
- Controls/compensation risk: Robust clawback policy and director compensation cap reduce governance risk; no related‑party transactions disclosed—no conflict red flags .
- Shareholder signals: Prior say‑on‑pay approval at ~92.2% indicates supportive investor sentiment on compensation framework (executive program context) .
Red Flags: None disclosed for Martinez—no related‑party transactions, legal proceedings, or hedging/pledging issues reported; attendance thresholds met; director pay within capped framework .