Al Ferrara
STEVEN MADDENAbout Al Ferrara
Al Ferrara, age 74, has served as an independent director of Steven Madden, Ltd. (SHOO) since 2019. A retired certified public accountant, he spent 25 years at BDO USA, LLP, ultimately as National Director of the Retail & Consumer Products Division, and became SHOO’s Audit Committee Chair in May 2020; he also serves on the Nominating/Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BDO USA, LLP | Partner; National Director, Retail & Consumer Products Division | ~1991–Aug 2016 | Led retail practice; deep accounting and industry expertise |
| BDO USA, LLP | Board of Directors (Director) | 2003–2010 | Firm governance experience |
| BDO Capital Advisors, LLC | Board Director (BDO representative) | 2000–2015 | Transaction advisory oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barnes & Noble, Inc. | Director | 2016–Aug 2019 | Audit Committee; Compensation Committee |
| VIVAKOR, Inc. (NASDAQ: VIVK) | Director; Audit Committee Chair | Sep 2020–Nov 2022 | Chaired Audit; resigned Nov 2022 |
Board Governance
- Independence: The Board determined Ferrara is “independent” under SEC and Nasdaq standards .
- Committee assignments: Audit Committee Chair; Nominating/Corporate Governance Committee member .
- Audit committee qualifications: The Board determined Ferrara is an SEC “audit committee financial expert” (Item 407(d)(5) of Regulation S-K) .
- Meeting cadence and attendance:
- Board: 4 regular meetings in FY2024; each director attended ≥75% of Board and applicable committee meetings .
- Audit Committee: 4 regular meetings + 1 special meeting in FY2024; quarterly cybersecurity oversight with CISO presentations; QLCC responsibilities for legal compliance .
- Executive sessions: Independent director executive sessions held; Presiding Director is Peter Migliorini .
- Majority voting policy: Directors receiving more “WITHHOLD” than “FOR” must offer resignation for consideration by Qualified Independent Directors .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees (FY2024) – Ferrara | 120,000 | Comprised of base director retainer $75,000, committee membership fees $10,000 each, and Audit Chair fee $35,000 (structure disclosed below) |
| Base director retainer (non-employee) | 75,000 | For Board service in FY2024 |
| Committee membership fee (per committee) | 10,000 | Audit, Compensation, Nominating/CG, CSR |
| Audit Committee Chair fee | 35,000 | Additional cash for chair role |
| Compensation Committee Chair fee | 15,000 | Not applicable to Ferrara |
Performance Compensation
| Award Type | Shares/Units | Grant Date | Vesting | Grant-Date Fair Value (USD) |
|---|---|---|---|---|
| Restricted Common Stock (FY2024 annual director grant – Ferrara) | 2,906 | May 20, 2024 | Vests May 20, 2025 (1-year cliff) | 120,018 |
- Design: Director equity grants are time-based restricted stock; no disclosed performance metrics (e.g., EBITDA, TSR) for director equity grants .
- Options: No options outstanding for Ferrara at FY2024 year-end .
Other Directorships & Interlocks
| Company | Current/Prior | Potential Interlock/Conflict Note |
|---|---|---|
| Barnes & Noble, Inc. | Prior (2016–2019) | No current interlock with SHOO disclosed |
| VIVAKOR, Inc. | Prior (2020–2022) | No current interlock with SHOO disclosed |
The proxy’s “Other Public Company Directorships” list for current directors does not include Ferrara, indicating no current public company boards as of the 2025 proxy .
Expertise & Qualifications
- CPA; decades of financial oversight, audit, and retail industry expertise .
- SEC-designated audit committee financial expert .
- Retail, risk oversight, and finance/accounting competence reflected in Board skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown |
|---|---|---|---|
| Al Ferrara (as of Mar 28, 2025) | 18,291 | <1% (“*” in proxy) | 2,906 restricted; 15,385 unrestricted |
| Shares Outstanding (reference) | 72,576,137 | — | — |
- Hedging/pledging: Company discloses a “Prohibition on Hedging and Pledging of Our Common Stock” policy; no pledging by Ferrara disclosed .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-21 | 2025-05-22 | Award (Restricted Stock) | 4,860 | 0.00 | 27,151 | https://www.sec.gov/Archives/edgar/data/913241/000164117225012087/0001641172-25-012087-index.htm |
| 2025-05-12 | 2025-05-13 | Open Market Purchase | 4,000 | 26.0587 | 22,291 | https://www.sec.gov/Archives/edgar/data/913241/000164117225009977/0001641172-25-009977-index.htm |
| 2024-05-22 | 2024-05-23 | Award (Restricted Stock) | 2,906 | 0.00 | 18,291 | https://www.sec.gov/Archives/edgar/data/913241/000149315224021242/0001493152-24-021242-index.htm |
| 2023-05-24 | 2023-05-25 | Award (Restricted Stock) | 3,918 | 0.00 | 15,385 | https://www.sec.gov/Archives/edgar/data/913241/000149315223019107/0001493152-23-019107-index.htm |
Note: Records retrieved via insider-trades skill; prices reflect reported transaction prices; “securitiesOwned” values indicate post-transaction holdings from each Form 4.
Governance Assessment
- Board effectiveness and independence: Ferrara’s audit leadership, SEC “financial expert” designation, and independence status support strong oversight of financial reporting, ICFR, and cybersecurity risk .
- Attendance and engagement: Board and committee meeting cadence is robust; each director met the ≥75% attendance threshold in FY2024, indicating active engagement; audit committee met 5 times (including 1 special) with quarterly cyber updates .
- Compensation alignment: Mix of modest cash fees with annual time-based restricted stock promotes alignment without pay-for-performance risks typical of executives; no options or meeting fees; vesting one year post-grant .
- Ownership “skin-in-the-game”: 18,291 shares beneficially owned as of Mar 28, 2025, with grants accruing annually; ownership remains <1% given large float, but ongoing purchases in 2025 signal confidence (purchase Form 4 above).
- Conflicts and related-party exposure: Company maintains formal related-party review processes; audit committee reviews potential conflicts; no Ferrara-related transactions disclosed .
- RED FLAGS: None disclosed regarding legal proceedings, pledging/hedging, options repricing, or related-party transactions; directors attended ≥75% of meetings, mitigating attendance risk .
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