Scott E. Becker
GENESCOAbout Scott E. Becker
Scott E. Becker, 57, is Senior Vice President, General Counsel, and Corporate Secretary of Genesco. He joined Genesco in October 2019 after senior legal and operating roles at Nissan Group of North America and Latin America (SVP since 2009; GC/Corp Sec 2006–2009), with earlier legal roles at Sears Holdings and Chicago law firms . In FY2025, corporate performance under Genesco’s EVA-based incentive plan yielded a 0.50x bonus multiple for the Corporate business unit, aligning cash incentive payouts with performance for executives assigned to Corporate, including Becker . Shareholder support for pay design remains strong (92.2% Say-on-Pay approval in 2024), and long-term incentives are split 50/50 between time-based restricted stock and PSUs tied to adjusted operating income, with robust clawback and anti-hedging policies in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nissan Group of North America and Latin America | Senior Vice President with responsibilities for legal, government affairs, finance, strategy, and administration | 2009–2019 | Broad P&L-adjacent remit spanning legal and corporate functions . |
| Nissan Group of North America | General Counsel, Corporate Secretary and VP, Legal & Government Affairs | 2006–2009 | Led legal/government affairs during a period of organizational transitions . |
| Sears Holdings Corporation | Various legal roles | Pre-2006 | Corporate legal support for a large retail enterprise . |
| Chicago Law Firms | Associate/Attorney | Pre-2006 | Foundational legal training and practice . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed for Becker . |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| FY2023 | 441,000 | 65% | — | 24,584 | 898,738 |
| FY2024 | 450,000 | 65% | — | 23,122 | 918,422 |
| FY2025 | 450,000 | 65% | 146,250 | 28,105 | 1,129,241 |
- Base salary held flat at $450,000 in FY2024 and FY2025; no increase approved (0%) .
- Salary deferrals: Becker deferred $31,155 (FY2024) and $30,500 (FY2025) under company plans .
Performance Compensation
Annual Incentive (EVA Plan) – FY2025
| Metric | Weighting | Target | Actual | Payout Factor | Notes/Vesting |
|---|---|---|---|---|---|
| Change in EVA (Corporate Total) | 75% | $21,364,000 | $9,778,000 | 0.50x | Cash bonus; paid post-year-end . |
| Individual Strategic Goals × Corporate EVA | 25% | Goals set at start of year | No adjustments made to awards for NEOs in FY2025 | Subject to EVA gating | EVA framework discourages payouts below 0.5x; banking feature eliminated in FY2024 . |
- FY2025 payout for Becker equals 0.50× his target ($292,500), resulting in $146,250, consistent with Corporate EVA results .
- Historical “bonus bank” negative balance remaining for Becker: ($1,475,621) after FY2025 adjustments; negative balances set to be eliminated by FY2026 .
Long-Term Incentives (LTI)
- Structure: 50% time-based restricted stock (RS); 50% PSUs (except certain NEOs) .
- PSU performance metric: Adjusted Operating Income by business unit over a one-year performance period (FY2025 for April 2024 grants); if earned, 50% vests on Feb 1, 2026 and 50% on Feb 1, 2027, subject to continued employment .
- 2024 Grant Detail (April 4, 2024):
- PSUs: Threshold 4,690; Target 9,381; Maximum 18,762; Grant date fair value $252,443 .
- RS: 9,381 shares; Grant date fair value $252,443; RS vests in three equal annual installments (service-based) .
| LTI Component | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (FY2025 performance) | Apr 4, 2024 | Target 9,381 | 252,443 | 50% 2/1/2026; 50% 2/1/2027 |
| Restricted Stock (time-based) | Apr 4, 2024 | 9,381 | 252,443 | 3 equal annual installments |
- Notably, PSUs granted April 4, 2023 are estimated to pay $0 based on first two years’ results and expected final outcome, underscoring pay-for-performance risk when targets are not met .
FY2025 Stock Vested
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Scott E. Becker | 15,588 | 408,900 |
- Value based on closing prices on vest dates (examples cited: $26.86 on 3/24/2024; $26.91 on 4/4/2024; $25.86 on 6/28/2024), multiplied by shares vested .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 28, 2025) | 61,354 shares |
| Ownership as % of outstanding | ~0.57% (61,354 ÷ 10,779,524 outstanding) |
| Unvested restricted stock (2/1/2025) | 27,001 shares; market value $1,124,592 |
| Unearned PSUs outstanding (2/1/2025) | 5,982 units; payout value $249,150 |
| Stock options | None outstanding for Becker |
| Ownership guidelines | Other Senior Vice Presidents must hold 15,000 shares; executives either comply or are within the 5-year window |
| Hedging/Pledging | Anti-hedging policy prohibits hedging; awards generally may not be pledged/encumbered; no disclosure of any pledged Becker shares |
Employment Terms
- Executive Severance Plan (filed May 3, 2024) governs severance; Becker signed company filings as SVP, GC, and Corporate Secretary .
- Employment Protection Agreement form filed on Feb 7, 2025 (change-of-control employment terms form) .
Estimated Payments by Scenario (as of 2/1/2025)
| Scenario | Cash Severance ($) | Accelerated Stock-Based Comp ($) | Deferred Comp Payout ($) | COBRA Premiums ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (without Cause) | 450,000 | 374,248 | — | 10,744 | 845,796 |
| Good Reason Termination | 450,000 | — | — | 10,774 | 460,774 |
| Retirement | — | 87,686 | — | — | 87,686 |
| Death/Disability | — | 833,843 | — | — | 833,843 |
- Severance multiples: plan framework implies 12 months base salary for NEOs (CEO = 24 months); see plan treatment within proxy and severance plan filing .
- Clawbacks: Mandatory recoupment policy adopted Oct 2, 2023 under Rule 10D-1; separate plan-level rescission on restatements tied to fraud/negligence with reimbursement provisions; anti-hedging policy enforced .
Performance & Track Record
- FY2025 Corporate EVA change yielded a 0.50x bonus multiple for Corporate-assigned NEOs (including Becker), resulting in lower variable cash pay aligned to performance .
- PSUs granted in April 2023 are estimated to pay $0 based on performance to date and expected outcome, reinforcing at-risk nature of LTI when targets are not achieved .
- Say-on-Pay: 92.2% approval in 2024, indicating shareholder support for compensation design .
Compensation Structure Analysis
- Mix: Fixed salary flat at $450k; target bonus maintained at 65% of salary; shift in FY2025 to paying a cash incentive ($146,250) after no payouts in FY2023–FY2024 .
- LTI risk profile: 50% PSUs tied to adjusted operating income; 50% time-based RS. Estimated $0 expected for 2023 PSU cohort underscores performance sensitivity; 2024 cohort vesting in FY2026/FY2027 if earned .
- No stock options outstanding for Becker, limiting leverage and repricing risk .
- Clawback and anti-hedging policies reduce governance risk and align outcomes with accurate reporting .
Related Party Transactions
- None disclosed for Becker in the referenced filings.
Compensation Peer Group and Shareholder Feedback
- Peer group details not cited in captured excerpts.
- Say-on-Pay approval: 92.2% in 2024; committee monitors investor feedback and retained program structure accordingly .
Expertise & Qualifications
- Senior executive legal leadership across auto and retail sectors; multifaceted corporate experience (legal, government affairs, finance, strategy, administration at Nissan) .
- Education not disclosed in cited filings.
Work History & Career Trajectory
- Corporate counsel leadership at Nissan (GC/Corp Sec, later SVP spanning multiple functions), prior Sears legal roles, earlier experience at Chicago law firms; joined Genesco as SVP, GC, Corp Sec in Oct 2019 .
Compensation Committee & Policies Highlights
- EVA Plan redesigned (banking eliminated FY2024; caps and gating set); bonus bank negative balances to be eliminated by FY2026 .
- Equity plan includes minimum vesting (generally ≥1 year), dividend restrictions on unvested awards, and director comp caps .
Investment Implications
- Pay-for-performance alignment: FY2025 Corporate EVA at 0.50x drove Becker’s cash bonus to 50% of target, and the 2023 PSU cohort is estimated at $0—indicators that variable pay outcomes track performance and reduce windfalls in weak periods .
- Retention vs selling pressure: Meaningful unvested RS (27,001 shares) and outstanding PSUs (5,982 target/uneamed) plus scheduled PSU vest dates (Feb 1, 2026/2027) create retention hooks; vesting events can coincide with liquidity needs but no insider selling data or pledging disclosed here .
- Governance quality: Robust clawback and anti-hedging policies, minimum vesting rules, and strong Say-on-Pay support mitigate risk; severance economics at 12 months salary (non-CEO) limit parachute exposure relative to peers .
- Alignment: Ownership of ~61k shares and compliance with share ownership guidelines (≥15k for SVPs) support alignment; absence of options limits asymmetric upside but improves governance optics .