Parag D. Desai
GENESCOAbout Parag D. Desai
Parag D. Desai is Genesco’s Senior Vice President – Chief Strategy and Digital Officer; he joined Genesco in 2014 and was named to his current role in May 2021. He is 50 years old (49 in FY2024), and previously spent 14 years at McKinsey & Company, including seven years as a partner; earlier roles included business development and technology positions at Outpace Systems and Booz Allen Hamilton . Company performance context during his tenure: FY2025 pay-versus-performance shows TSR of $106 (value of $100 initial investment), net loss of $19 million, and EVA change of +$10 million; FY2024 TSR was $73 with net loss of $17 million and EVA change of –$67 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McKinsey & Company | Partner (7 years); total tenure 14 years | 14 years | Led strategy and operations engagements across sectors; senior leadership experience |
| Outpace Systems | Business development/technology positions | Not disclosed | Technology and BD exposure prior to consulting/industry roles |
| Booz Allen Hamilton | Business development/technology positions | Not disclosed | Early career roles in technology/consulting |
External Roles
No current public company directorships or committee roles disclosed for Mr. Desai in Genesco’s 10-K and proxy filings reviewed .
Fixed Compensation
Multi-year compensation (USD):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 417,000 | 417,000 | 417,000 |
| Stock Awards ($) | 487,434 | 502,246 | 567,208 |
| Non-Equity Incentive Plan Compensation ($) | 0 | 0 | 156,375 |
| All Other Compensation ($) | 16,649 | 17,089 | 18,477 |
FY2025 fixed/benefits detail:
- Base salary held flat; no increase vs FY2024 .
- Target annual bonus: 75% of base salary .
- FY2025 all other compensation comprised of: $13,800 401(k) match; $240 life insurance premium; $4,437 personal benefits (merchandise discount/health/dental), totaling $18,477 .
Performance Compensation
Annual bonus framework (EVA Plan) – FY2025:
| Item | FY 2025 |
|---|---|
| Target Bonus (% of salary) | 75% |
| Business Unit Allocation | 100% Corporate Total |
| Corporate EVA Target Improvement (EI) ($) | 21,364,000 |
| Corporate FY2025 EVA Change ($) | 9,778,000 |
| Bonus Multiple (Corporate) | 0.50x |
| Cash Bonus Paid ($) | 156,375 |
Long-term equity – grants, metrics, vesting:
| Metric | Value/Count | Notes |
|---|---|---|
| FY2025 PSU Grant – Grant Date Fair Value ($) | 283,604 | |
| FY2025 RS Grant – Grant Date Fair Value ($) | 283,604 | |
| FY2025 PSUs – Target (#) | 10,539 | |
| FY2025 PSUs – Threshold/Max (#) | 5,269 / 21,078 | |
| Performance Metric | Adjusted Operating Income – Corporate (one-year, FY2025) | |
| FY2025 Corporate AOI Threshold/Target/Max ($) | 13,814,000 / 21,864,000 / 45,514,000 | |
| FY2025 Corporate AOI Actual/Payout | 18,044,000; 76.3% payout | |
| PSU Vesting (if earned) | 50% on Feb 1, 2026; 50% on Feb 1, 2027 | |
| RS Vesting (Apr 4, 2024 grant) | 3-year ratable vesting |
Detailed vesting schedule and outstanding awards:
| Award Type | Grant Date | Outstanding Units (#) | Vesting Schedule (dates and amounts) |
|---|---|---|---|
| RS | 7/1/2021 | 2,731 | 2,731 on 7/1/2025 |
| RS | 6/23/2022 | 4,490 | 2,245 on 6/28/2025; 2,245 on 6/28/2026 |
| RS | 4/4/2023 | 4,498 | 2,249 on 4/4/2025; 2,249 on 4/4/2026 |
| PSUs (FY2024 3-yr) | 4/4/2023 | 6,747 | 6,747 cliff vest on 1/31/2026 if targets met |
| RS | 10/1/2024 | — | Not applicable to Desai |
| PSUs (FY2025 1-yr) | 4/4/2024 | 8,041 | 4,021 on 2/1/2026; 4,020 on 2/1/2027 |
| RS | 4/4/2024 | 10,539 | 3,513 on 4/4/2025; 3,513 on 4/4/2026; 3,513 on 4/4/2027 |
Program design elements:
- FY2025 PSUs used one-year performance period due to industry volatility, with 50/50 vesting over FY2026/FY2027 .
- EVA Plan volatility reduced; banking eliminated; cap at 3.0x; negative legacy banks being phased out by FY2026 (Desai negative bank balance: $(1,729,343)) .
Equity Ownership & Alignment
| Metric | As of Apr 29, 2024 | As of Apr 28, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 97,073 | 102,590 |
| Ownership % of Common | <1% | <1% |
| Unvested RS at FY-end (# / $) | 29,309 / $1,261,954 | 30,299 / $1,261,954 (FY2025 valuation date) |
| PSUs Outstanding at FY-end (# / $) | 6,747 / $194,381 | 6,747 / $281,013 (FY2025 valuation date) |
Stock ownership policy and trading limitations:
- Executive stock ownership guidelines: Senior Vice Presidents must hold at least 15,000 shares; all executives were compliant or within five-year window .
- Anti-hedging policy prohibits hedging transactions for directors and officers .
- Award agreements and plan terms restrict transferability and pledging of awards prior to vesting; RSUs and performance awards may not be pledged/encumbered .
- No related-party transactions involving executives disclosed for the period .
Employment Terms
Executive Severance (no change-of-control):
| Item | Amount/Terms |
|---|---|
| Covered Termination (Good Reason or involuntary without Cause) | 12 months base salary + 12 months COBRA premiums |
| Desai – Good Reason Termination (illustrative FY2025) | $417,000 cash + $3,359 COBRA; total $420,359 |
Employment Protection Agreement (Change-of-Control):
- Provides a three-year employment term post-CIC with compensation not less than pre-CIC levels .
- If terminated without Cause or for Good Reason during the term: lump sum equal to 2x (base salary + average of last two annual bonuses) + present value of welfare/fringe benefits; amounts offset against general severance/executive severance plan .
- For agreements entered prior to FY2020, Ms. Vaughn and Mr. Desai retain excise tax gross-up provisions (shareholder-unfriendly) .
Change-of-Control potential payouts (CIC followed by qualifying termination) – FY2025 illustrative:
| Component | Amount ($) |
|---|---|
| Cash Severance | 834,000 |
| Bonus (2x avg of last two annual bonuses) | 1,892,929 |
| Accelerated Stock-Based Compensation | 1,261,953 |
| Estimated Benefits Value | 106,454 |
| Tax Gross-Up | 1,354,619 |
| Total | 5,449,955 |
Equity treatment at Change-of-Control:
- Awards fully vest at CIC unless assumed/replaced with Alternative Awards; if assumed, Alternative Awards vest upon qualifying termination post-CIC (double trigger) .
Clawback:
- Mandatory recoupment policy adopted in 2023 pursuant to SEC Rule 10D-1/NYSE standards; requires recovery of unearned incentive comp after qualifying restatements, irrespective of misconduct .
Investment Implications
- Alignment and exposure: Desai’s compensation mix includes meaningful equity and performance-linked PSUs tied to adjusted operating income, with upcoming vesting tranches in FY2026/FY2027; his beneficial ownership exceeded guideline minimums, supporting alignment. Anti-hedging and non-pledging provisions further strengthen alignment .
- Performance payout sensitivity: FY2025 Corporate AOI came in below target (76.3% PSU payout), driving a 0.5x bonus multiple—a modest cash payout; the EVA design caps, reduced leverage, and elimination of new banking lower payout volatility, but legacy negative bank balances persist through FY2026 (Desai $(1.73)M), potentially clawing back overperformance in excess of 2.0x if achieved before phase-out .
- Retention risk and selling pressure: Significant scheduled vesting in FY2026–FY2027 (PSUs and RS) could create event-driven trading around vest dates; he had 30,299 unvested RS and 8,041 FY2025 PSUs (plus 6,747 FY2024 PSUs) outstanding at FY2025 year-end .
- Governance red flag: The legacy excise tax gross-up in Desai’s Employment Protection Agreement is unfavorable to shareholders and could elevate CIC costs; however, clawback and anti-hedging policies mitigate misconduct and misalignment risks .
- Shareholder sentiment and benchmarking: Say-on-pay support was strong (92.2% in 2024), and pay structures are benchmarked against a defined retail/apparel peer group; the committee continues to balance market competitiveness and pay-for-performance design .