Mimi E. Vaughn

About Mimi E. Vaughn

Mimi E. Vaughn is 59 and serves as Board Chair, President, and Chief Executive Officer of Genesco. She joined Genesco in 2003, held senior strategy and finance roles (including CFO), became COO in May 2019, and was appointed CEO effective February 2, 2020; she was appointed Chair of the Board effective July 1, 2020 and has served as a director since October 30, 2019 . Under her leadership, Genesco’s pay-versus-performance disclosures show fiscal-year net income and EVA changes and TSR vs. peers; recent years include FY2025 Genesco TSR of $106 vs Peer TSR of $75, Net Income of -$19M, and Change in EVA of $10M (see table below) .

Past Roles

External Roles

Fixed Compensation

Breakdown of FY2025 “All Other Compensation” for Vaughn: 401(k) matching $13,800, life insurance premium $240, personal benefits $30,201 (includes merchandise discount, health/dental, and $15,681 STEP Up Plan payment) .

Performance Compensation

Annual Incentive – EVA Plan (FY2025)

PSUs – FY2025 Grant (one-year performance period)

Restricted Stock – FY2025 Grant

Prior Equity Awards and Vesting Events

Equity Ownership & Alignment

Outstanding Equity Awards (as of FY2025 year-end):

Note: Market value calculations use NYSE closing price $41.65 on January 31, 2025 .

Employment Terms

Key terms:

• Employment Protection Agreements provide 3-year employment term post-CoC, double-trigger severance (2× base + 2× average bonus), benefit continuation, and legacy excise tax gross-ups for agreements entered before FY2020 (applies to Vaughn and Desai); later-form agreements eliminated gross-ups .
• Executive Severance Plan (no CoC) provides CEO 24 months of base salary and COBRA premiums upon Good Reason termination .
• Equity awards accelerate per plan terms upon CoC or certain termination events; minimum vesting one-year, with committee discretion for acceleration in retirement, death, disability, CoC .

Clawbacks:

• Amended and Restated Compensation Recoupment Policy adopted October 26, 2023 mandates recoupment of incentive compensation after qualifying restatements under Rule 10D-1; does not require misconduct finding .
• Plan-level cancellation and rescission provisions allow recovery of awards upon fraud/negligence/misconduct leading to restatement; awards subject to mandatory repayment under applicable laws (SOX/Dodd-Frank) .

Board Governance

• Dual role: Vaughn is both Chair and CEO; Board maintains Lead Independent Director (Gregory A. Sandfort) with enumerated responsibilities to oversee agendas, executive sessions, liaison functions, and CEO evaluation, mitigating independence concerns .
• Committee structure:
  • Audit Committee: Chair Mary E. Meixelsperger; members Matthew M. Bilunas, Gregory A. Sandfort; 12 meetings; all “audit committee financial experts” and NYSE/Rule 10A-3 independent .
  • Nominating & Governance: Chair Joanna Barsh; members Carolyn Bojanowski, Thurgood Marshall, Jr., Angel R. Martinez; 4 meetings; NYSE independent .
  • Compensation Committee: Chair John F. Lambros; members Joanna Barsh, Gregory A. Sandfort; 7 meetings; NYSE independent; functions include executive pay, equity plan administration, and recoupment oversight .

Director compensation and equity:

• Non-employee directors: annual cash retainer $90,000; additional retainers—Lead Independent Director $35,000; Audit Chair $30,000; Compensation Chair $25,000; Nominating & Governance Chair $20,000; annual equity grants valued at $120,000; employee directors receive no extra compensation .
• Director ownership guidelines: 5× annual cash retainer within five years; non-employee directors are compliant or within window .

Compensation Peer Group & Say‑on‑Pay

• Independent consultant: F.W. Cook engaged; Committee targets base salaries at or below market median; total direct compensation aligned to market and pay-for-performance .
• Peer group (16): Abercrombie & Fitch; Buckle; Caleres; Cato; Chico’s FAS; Children’s Place; Deckers Outdoor; Designer Brands; Express; G-III Apparel; Shoe Carnival; Skechers USA; Steve Madden; Urban Outfitters; Wolverine World Wide; Zumiez; peer group used unchanged FY2024→FY2025 .
• 2024 Say-on-Pay: 92.2% approval; no program changes directly resulting from vote; ongoing investor engagement continued .

Performance & Track Record

Pay Versus Performance (PEO and Non‑PEO NEOs; values shown as disclosed):

Compensation actually paid reconciliations for PEO across years are provided in proxy, reflecting equity valuation adjustments per ASC 718 and Black‑Scholes assumptions .

Equity Ownership & Vesting Pressure Calendar (FY2025–FY2027)

• Scheduled vestings: multiple tranches in 2025–2027 across restricted shares and PSUs (see vesting tables), which can create 10b5‑1 trading activity depending on blackout windows and personal planning; company maintains insider trading and anti‑hedging policies .
• No pledging disclosed; awards generally cannot be pledged/encumbered .

Employment & Contracts – Additional Provisions

• Executive employment protection agreements effective only upon CoC; 3‑year term post‑CoC; role, authority, and compensation protections; severance coordinated with general severance plan to avoid duplicative payments; amendments in February 2025 updated certain terms for executives other than Vaughn/Desai (e.g., Termination Notice effectiveness during active CoC negotiations, removal of automatic termination upon reaching retirement age) .
• Minimum vesting and committee discretion: equity awards generally have ≥1 year minimum vesting; acceleration permitted in retirement, death, disability, CoC .

Director Compensation (for context; employee directors receive none)

Compensation Structure Analysis

• Cash vs equity mix: FY2023–FY2025 shows increasing equity grant values and resumption of annual cash bonus in FY2025 aligned to EVA performance (Corporate payout 50% of target) .
• Shift toward PSUs: FY2025 PSUs utilize one‑year performance periods tied to adjusted operating income by business unit, with earned PSUs vesting over two years; constrained to target/multiple ranges per plan .
• Recoupment and clawback: Mandatory recoupment post‑restatement and plan‑level rescission provisions materially reduce risk of misaligned payouts .
• Red flags: Legacy CoC excise tax gross‑up applicable to Vaughn; dual Chair/CEO role, though mitigated by strong Lead Independent Director and independent committees .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 92.2% support; committee continues investor engagement; compensation design emphasizes pay‑for‑performance and long‑term incentives .

Expertise & Qualifications

• Strategy and corporate finance expertise; retail industry experience; multi‑department leadership across strategy, shared services, finance, COO, CEO; Board asserts she is appropriate to lead footwear‑focused strategy .

Equity Ownership & Alignment (Summary Table)

Investment Implications

• Alignment: Significant personal equity stake (~3.83%) and robust ownership guidelines indicate strong alignment; anti‑hedging/recoupment policies add discipline .
• Retention risk: Double‑trigger CoC protection with 2× salary and 2× average bonus plus equity acceleration and legacy excise gross‑up materially increases stickiness; non‑CoC Good Reason provides 24 months base salary and COBRA for CEO .
• Trading signals: Multiple scheduled vesting tranches in 2025–2027 (restricted shares and PSUs) could create periodic Form 4 activity; company’s defined grant calendar and insider trading policy reduce timing risk; awards generally cannot be pledged .
• Governance: Dual Chair/CEO structure warrants attention; presence of a Lead Independent Director and fully independent committees partially mitigate oversight concerns .
• Pay-for-performance: FY2025 bonus paid at 50% of target for Corporate unit and PSUs earned at 76.3% of target reflect tighter linkage to EVA and operating income; continued monitoring of PSUs using one‑year performance periods is prudent for long‑term incentive efficacy .