Arian Simone Reed
STEVEN MADDENAbout Arian Simone Reed
Independent director of Steven Madden, Ltd. since 2022; age 44. Founding Partner and CEO of Fearless Fund (co-founded 2018); prior owner of AR PR Marketing (2004–2017). Currently serves on SHOO’s Nominating/Corporate Governance Committee and Corporate Social Responsibility Committee; independent under Nasdaq standards and SEC criteria, with each director attending at least 75% of Board and committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fearless Fund | Co-Founder & CEO | 2018–present | Leads venture capital investing in women of color led businesses |
| AR PR Marketing | Owner | 2004–2017 | Publicity/marketing strategy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Birmingham Civil Rights Institute | Board Member | Not disclosed | Non-profit board service |
Board Governance
- Independence: The Board determined Ms. Reed is independent; the Board comprises a majority of independent directors; executive sessions are held regularly with a Presiding Director (Migliorini) leading independent sessions .
- Committees: Member, Nominating/Corporate Governance (since Jan 2022); Member, Corporate Social Responsibility (joined July 29, 2024). Not a chair .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024 .
- Majority Voting Policy: Uncontested nominees receiving more WITHHOLD than FOR must offer their resignation for independent director review .
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Cash fees | $85,000 | Non-employee director cash compensation recognized for 2024 |
| Annual retainer baseline | $75,000 | Standard cash for Board service |
| Committee membership fees | $10,000 per committee | Audit, Nominating/Corporate Governance, Compensation, CSR members receive $10k each; Audit Chair +$35k; Compensation Chair +$15k |
| Reimbursement | Standard | Out-of-pocket costs reimbursed per policy |
| Equity Grant | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| Restricted Common Stock (2024) | 2,906 | $120,018 | Vests May 20, 2025 (first anniversary of grant date) |
- Director Stock Ownership Guidelines: Non-employee directors must own shares equal to 2x the cash portion of annual retainer; compliance required within 5 years; must retain 25% of net shares until met .
- Hedging/Pledging: Prohibited for directors under formal policy .
Performance Compensation
- No director performance-based equity or options disclosed; 2024 director equity was time-vested restricted stock; Ms. Reed had no options outstanding .
Other Directorships & Interlocks
| Public Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards listed for Ms. Reed in SHOO’s proxy, limiting potential interlocks with competitors/suppliers/customers . |
Expertise & Qualifications
- Marketing expertise, leadership, social advocacy, and entrepreneurial experience; perspective on corporate social responsibility; recognized by GM African Ancestry Network and Detroit NAACP awards in 2021 .
Equity Ownership
| Holder | Shares (Beneficial) | Breakdown | % of Outstanding |
|---|---|---|---|
| Arian Simone Reed | 10,182 | 2,906 restricted; 7,276 unrestricted | 0.014% of 72,576,137 shares outstanding (calculated from reported totals) |
- Section 16(a) Compliance: Company states directors and officers complied with filing requirements in FY2024 .
- Pledging/Hedging: Prohibited for directors .
Governance Assessment
- Board effectiveness and engagement: Ms. Reed is active on Nominating/Corporate Governance and CSR committees, with ≥75% meeting attendance; independence designation supports robust oversight .
- Alignment: Time-vested restricted stock plus ownership guidelines enhance alignment; Ms. Reed’s beneficial ownership is modest in absolute terms but consistent with peer director grant practices; hedging/pledging ban strengthens alignment .
- Conflicts/Related Party Exposure: No related-party transactions disclosed involving Ms. Reed; Audit Committee oversees conflicts and related-party transactions; formal processes and recusal policies in place .
- Compensation structure: Director pay mix is balanced (cash retainer, committee fees, annual RSU grant) without options or performance shares, reducing risk of short-termism; chair premia applied elsewhere, but Ms. Reed is not a chair .
- RED FLAGS: None identified specific to Ms. Reed—no legal proceedings, no pledging, no related-party transactions, and adequate attendance. Company’s say-on-pay support (93%+ in 2024) indicates broader shareholder confidence in governance and compensation frameworks .