Amelia Newton Varela
STEVEN MADDENAbout Amelia Newton Varela
Amelia Newton Varela is President of Steven Madden, Ltd. and has served as a director since 2016; she is 53 and holds a degree from The Fashion Institute of Technology (1995) . Company performance context for her incentive framework: 2024 revenue grew 15.2% to $2.3B, adjusted diluted EPS was $2.67, and adjusted EBIT was $253.5M; DTC revenue reached $550M, up 9% YoY . Her cash bonus is tied solely to EBIT (100% weighting), aligning pay with operating execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steven Madden, Ltd. | President | Sep 2015–present | Company-wide leadership; incentive plan tied to EBIT |
| Steven Madden, Ltd. | EVP, Wholesale | Apr 2008–Sep 2015 | Oversaw wholesale operations |
| Steven Madden, Ltd. | EVP, Wholesale Footwear | Nov 2004–Apr 2008 | Led wholesale footwear |
| Steven Madden, Ltd. | VP, Women’s Wholesale Sales | Jan 2000–Nov 2004 | Managed sales for women’s wholesale |
| Steven Madden, Ltd. | Account Executive | 1998–2000 | Early sales role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in proxy |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $749,038 | $774,037 | $799,038 |
| Target Bonus (% of salary at plan EBIT) | 50% | 50% | 50% |
| Bonus Payout ($) | $414,086 | $303,708 | $407,496 |
| Perquisites ($; auto + 401k match) | $24,150 | $24,900 | $25,350 |
Performance Compensation
- Annual cash bonus mechanics: EBIT-based schedule with Threshold 20% at 90% of plan, Target 50% at 100% of plan, Maximum 80% at 130% of plan; weighting 100% EBIT .
- 2024 outcome: Adjusted EBIT $253.5M drove a payout equal to 50.9% of salary ($407,496), paid around March 15 following year per employment terms .
| Metric | Weighting | Target Definition | Actual (FY 2024) | Payout (% of Salary) | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| EBIT (Adjusted) | 100% | 50% of salary at 100% of plan; 20% at 90%; 80% at 130% | $253.5M | 50.9% | $407,496 | Cash bonus paid on/around Mar 15 of following year |
Equity Incentives (RSUs)
| Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 3/15/2024 | 6,005 | $249,988 | 20%/yr over 5 years starting 3/1/2025 |
| 3/15/2023 | 7,207 | Included in 2023 stock awards $1,349,996 (aggregate) | 20%/yr over 5 years starting 3/1/2024 |
| 1/3/2023 | 35,177 | Included in 2023 stock awards $1,349,996 (aggregate) | 25%/yr over 4 years starting 1/3/2024 |
| 3/15/2022 | 6,445 | Included in 2022 stock awards $250,002 (aggregate) | 20%/yr over 5 years starting 3/1/2023 |
| 3/1/2021 | 26,350 | — | 4 equal annual installments starting 3/1/2022 |
| 1/2/2020 | 27,000 | — | 5 equal annual installments starting 1/2/2021 |
Notes: No stock options outstanding; Amelia’s equity is time-vested RSUs; no PSUs disclosed for her .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 209,417 shares (39,174 restricted + 170,243 unrestricted) |
| Ownership as % of shares outstanding | <1% of 72,576,137 shares |
| Vested vs. unvested | Restricted shares outstanding as of 12/31/2024: 54,007; market value $2,296,378 |
| Options | None outstanding |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Stock ownership guidelines | Executives required to own 2x base salary; monitored by Compensation Committee |
Employment Terms
| Term Component | Details |
|---|---|
| Agreement | Employment agreement dated 12/21/2022 (Varela 2022 Agreement) |
| Role/Term | President through 12/31/2025, unless earlier terminated |
| Base Salary | $775k (2023), $800k (2024), $825k (2025); $1,250/month auto allowance |
| Annual Bonus | EBIT-based schedule: 20% at 90% of plan, 50% at 100%, 80% at 130% |
| Severance (no cause) | Base salary paid through remainder of term; accrued but unpaid bonus paid |
| Change-of-Control | Double-trigger: if terminated without cause from 30 days pre-CoC to 180 days post-CoC, cash equal to lesser of 2.5x (salary + 3yr avg bonus) or 280G cap |
| Clawback | Company-wide clawback policy for erroneously paid incentive compensation |
Board Governance
- Board Service: Director since 2016; non-independent executive director .
- Committee Roles: None; does not serve on Audit, Compensation, Nominating, or CSR committees .
- Attendance: Each director attended ≥75% of Board and committee meetings in FY 2024; Board held four regular meetings .
- Board Leadership and Independence: CEO is Chair; Presiding Director for executive sessions is Peter Migliorini .
- Director Compensation: Employee directors (Rosenfeld and Varela) receive no Board fees or equity for director service .
- Ownership Guidelines (Directors): Non-employee directors must hold 2x cash retainer; exec guidelines apply to Varela .
- Executive sessions held generally at each regular Board meeting .
Compensation Structure Analysis
- Mix and trend: Amelia’s equity awards were materially higher in 2023 ($1,349,996) vs. 2024 ($249,988), reflecting the Committee’s discretionary calibration of long-term incentives year-to-year .
- At-risk pay: 2024 bonus landed near target, at 50.9% of salary, driven by adjusted EBIT outcomes; structure ties cash incentives entirely to EBIT performance (single metric, 100% weighting) .
- Governance safeguards: Hedging/pledging prohibited, stock ownership requirements (2x salary), and a clawback policy aligned with Nasdaq Rule 5608 .
- Say-on-Pay: Shareholders supported NEO compensation at >93% approval in 2024, signaling broad acceptance of design and outcomes .
Compensation Committee Analysis
- Composition: Independent directors Lynch (Member), Davis (Member), Migliorini (Chair), Smith (Member); independent consultant Gallagher engaged; no conflicts found .
- Peer Benchmarking: Uses a retail/apparel/footwear peer set (e.g., Deckers, Skechers, Crocs, Caleres, Designer Brands, Buckle, Columbia, Guess, Wolverine, Shoe Carnival, etc.) and market cap/revenue context to target median pay positioning .
Performance & Track Record
- Company context for Amelia’s tenure and bonus metric relevance: 2024 revenue +15.2% to $2.3B; adjusted diluted EPS $2.67; adjusted EBIT $253.5M; DTC revenue $550M (+9% YoY) .
- Risk review: No disclosed legal proceedings involving directors/executives in past 10 years; compensation design assessed as not encouraging excessive risk-taking .
Risk Indicators & Red Flags
- Clawback policy in place; hedging/pledging prohibited for execs; no related legal proceedings disclosed for execs/directors; say-on-pay approval remains high .
- Related party transactions governed by independent review processes; none disclosed involving Ms. Varela .
Director Compensation
| Component | FY 2024 Amount |
|---|---|
| Cash Retainer | $0 (employee director) |
| Equity Grants | $0 (employee director) |
| Committee Fees | $0 (no committee roles; employee director) |
Say-On-Pay & Shareholder Feedback
- Advisory vote approval exceeded 93% at the 2024 meeting; Committee maintained approach for 2025 .
Expertise & Qualifications
- Education: Fashion Institute of Technology, 1995 .
- Industry experience: >25 years at Steven Madden across sales, wholesale, and corporate leadership .
- Board qualifications: Long-tenured operating leader; non-independent inside director .
Investment Implications
- Alignment: Varela’s all-EBIT cash bonus and multi-year RSU vesting creates direct linkage to operating discipline and retention; hedging/pledging bans and ownership guidelines further align interests .
- Selling pressure: Multi-year RSU schedules with annual tranches suggest periodic vest events; no options outstanding reduces forced exercise dynamics; no pledging permitted under policy .
- Change-of-control economics: Double-trigger 2.5x (salary + 3yr avg bonus) cap by 280G enhances retention yet limits excess parachute risk; standard severance provides continuity during term .
- Board governance: Dual role (President + director) is mitigated by majority-independent Board, Presiding Director, and robust committee oversight; Amelia holds no committee roles and receives no director pay .
- Pay trajectory: 2024 equity grant down vs 2023 while EBIT-linked bonus near target—signals disciplined equity usage and pay-for-performance calibration amid strong topline growth .