Edward R. Rosenfeld
STEVEN MADDENAbout Edward R. Rosenfeld
Edward R. Rosenfeld, age 49, is Chairman of the Board and Chief Executive Officer of Steven Madden, Ltd. (SHOO), serving as CEO and Chair since August 2008 and as a director since February 2008; he joined the executive team in May 2005 after serving as a Vice President at Peter J. Solomon Company specializing in retail/apparel/footwear M&A . Under his leadership, 2024 revenue increased 15.2% to $2.3 billion, adjusted diluted EPS rose to $2.67 from $2.45, and net income was $169.4 million; cumulative TSR (value of a $100 investment) was $107.97 in 2024 versus peer group $284.77, and the company returned nearly $160 million via buybacks/dividends in 2024 and ~$1.7 billion since 2013 . He previously served as a director and Audit & Risk Management Committee chair at PVH Corp. from March 2013 to December 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steven Madden, Ltd. | Chairman & CEO; Director | CEO/Chair since Aug 2008; Director since Feb 2008 | Led growth and capital returns; strengthened brand portfolio and international JV transitions; announced Kurt Geiger acquisition in 2025 |
| Steven Madden, Ltd. | Executive management team member | Since May 2005 | Drove disciplined strategy execution and product/marketing effectiveness |
| Peter J. Solomon Company | Vice President (M&A, retail/apparel/footwear) | Not disclosed | Finance and analytical skillset informing strategic development at SHOO |
External Roles
| Organization | Role | Years | Committee/Responsibilities |
|---|---|---|---|
| PVH Corp. (NYSE: PVH) | Director; Chair, Audit & Risk Management Committee | Mar 2013–Dec 2023 | Oversight of audit and risk management |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,081,935 | 1,125,212 | 1,170,220 |
| Cash Bonus ($) | 1,000,000 | 880,000 | 880,000 |
| Stock Awards ($) | 5,499,990 | 2,999,991 | 7,000,001 |
| All Other Compensation ($) | 27,150 | 27,900 | 28,350 |
| Total Compensation ($) | 7,609,075 | 5,033,103 | 9,078,571 |
Additional fixed terms:
- 2024–2025 base salary set at $1,171,954 with monthly auto allowance of $1,500 under the employment agreement effective March 1, 2024–Feb 28, 2029 .
- Director service is uncompensated (no board fees for Rosenfeld) .
Performance Compensation
| Incentive Type | Metric | Target | Actual/Status | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Discretionary | N/A | $880,000 approved for FY 2024 performance | Committee discretion; bonus pool ~6.6% of net income | Cash (paid around Mar 15) |
| Performance Shares (granted 3/15/2024) | Company’s average annual Return on Capital vs predetermined peer group | Target at 50th percentile = 100% of target shares | 86,476 target shares outstanding (3-year period 2024–2026) | 0–185% of target earned: 25th percentile=50%; 50th=100%; ≥75th=185% | Earned at end of 3-year period; subject to award agreement |
| Long-term RS (granted 3/15/2024) | Time-vested | $3,400,005 grant fair value | 81,672 shares | N/A | Vests in five equal annual installments beginning 2/28/2025 |
Compensation program design references:
- Most important performance linkages in 2024: Adjusted diluted EPS, Adjusted EBIT, Adjusted EBITDA, Revenue, Return on Invested Capital .
- Say-on-pay approval exceeded 93% in 2024, and historically ≥93% since 2011 .
Equity Ownership & Alignment
| Ownership Detail | Amount/Term | Notes |
|---|---|---|
| Total beneficial ownership | 1,007,943 shares (1.39% of outstanding) | Includes 347,003 restricted shares; 426,940 common; 234,000 held by Rosenfeld 2021 Family Trust (disclaimed) |
| Restricted stock not yet vested | 305,540 shares; market value $12,991,561 | Multiple grants vesting over 5 years; next tranches begin 2/28/2025 |
| Performance shares (unearned) | 86,476 target shares; payout value contingent | Earned 0–185% based on ROC percentile vs peer group over 2024–2026 |
| Options | None outstanding (company-wide for NEOs) | — |
| Stock ownership guideline (CEO) | 5x annual base salary; must retain 25% of net shares until compliant | Compliance monitored by Compensation Committee |
| Hedging/Pledging | Prohibited for directors and executive officers | Insider trading policy on file; company refrains trading with MNPI |
Employment Terms
| Term Element | Provision | Details |
|---|---|---|
| Agreement Term | 3/1/2024–2/28/2029 | Replaces 12/31/2021 agreement |
| Base Salary | $1,171,954 (3/1/2024–2/28/2025); subject to annual review for increases only | Plus $1,500/month auto allowance |
| Time-vested equity | $3.4M RS grant on 3/15/2024 | Vests in 5 equal annual installments starting 2/28/2025 |
| Annual performance shares | Target $3.6M grant each year | Earned based on 3-year ROC vs peer group; payout scale 50%–185% of target; 0% below 25th percentile |
| Termination (no cause or good reason) | Salary continuation up to 12 months; pro rata/earned performance shares; prior period bonus if termination before Mar 15 | Subject to release; build on regular payroll schedule |
| Change of Control | If termination from 90 days before to 180 days after CoC: Cash = 2.5x(base salary + average bonus over prior 3 years) | Subject to definitions and release; separate from 280G general discussion |
| Restrictive covenants | Customary provisions | Confidentiality; non-solicit; non-compete not specifically quantified in proxy |
| Clawback | NASDAQ 5608-compliant recovery policy | Applies to incentive comp upon accounting restatement over 3 prior fiscal years |
Board Governance
- Roles and independence: Rosenfeld serves as combined Chairman & CEO; Board has a majority of independent directors (9 of 11). Presiding Director (lead independent) is Peter Migliorini; executive sessions held regularly .
- Committees and Rosenfeld’s membership: Rosenfeld is not listed on standing committees. Committee chairs: Audit (Al Ferrara), Compensation (Peter Migliorini), Nominating/Corporate Governance (Peter Migliorini), Corporate Social Responsibility (Robert Smith) .
- Board activity: Four regular Board meetings and one action by written consent in 2024; all directors attended ≥75% of Board/committee meetings; nine directors attended the 2024 annual meeting .
- Director compensation: Executives who are directors (Rosenfeld, Varela) receive no Board compensation .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($B) | 2.0 | 2.3 |
| Adjusted diluted EPS ($) | 2.45 | 2.67 |
| Net Income ($M) | 171.6 | 169.4 |
| Capital returned ($M) | — | ~$160 via dividends and buybacks; cumulative ~$1.7B since 2013 |
| Cumulative TSR ($100 basis) | 151.14 | 107.97 |
Highlights:
- Strategic initiatives: Growth in accessories/apparel (+53% YoY; handbags >$300M, +31%), international expansion via majority-owned JVs (Latin America, SE Europe, Singapore, Malaysia, Australia), DTC revenue $550M (+9%) .
- M&A: Announced definitive agreement to acquire Kurt Geiger on 2/13/2025; expected to close Q2 2025 .
Compensation Committee Analysis
- Committee members: Rose Peabody Lynch, Peter A. Davis, Peter Migliorini, Robert Smith (all independent; non-employee directors) .
- Consultant: Arthur J. Gallagher & Co. retained since 2005; reviewed executive pay competitiveness, bonus pools, and equity grants; annual independence assessment found no conflicts .
- Peer groups: Benchmarking peers for 2024 included 19 apparel/footwear retailers and brands (e.g., DECK, SKX, CROX, CAL, GCO, DBI); performance share peer group subset defined in Rosenfeld’s award (18 companies) .
- Risk assessment: Pay mix balances short/long-term incentives; discretion to reduce payouts; committee oversight; no material adverse risk from compensation programs identified .
Director Compensation (as applicable to Rosenfeld)
- Not compensated for Board service; director cash/equity retainer applies only to non-employee directors .
Compensation Structure Analysis
- Mix shift toward equity in 2024 for Rosenfeld ($7.0M stock awards vs $3.0M in 2023), plus performance shares with multi-year ROC target—enhancing long-term alignment .
- CEO pay ratio: 274:1 (median employee $33,100 vs CEO $9,078,571), reflecting significant equity-linked compensation .
- Pay versus performance: Company identifies adjusted diluted EPS as the most important performance measure for linking compensation to performance in 2024; cumulative TSR trailed weighted peer group over 2020–2024, suggesting continued emphasis on long-term value creation via ROC-based performance shares .
Equity Vesting Schedules and Potential Selling Pressure
| Grant | Shares | Vesting Start | Vesting Pattern |
|---|---|---|---|
| RS grant (3/15/2024) | 81,672 | 2/28/2025 | 20% per year over 5 years |
| Multiple prior RS grants (2020–2023) | See footnote detail | Various (2021–2024) | 5 tranches, annual equal installments |
| Performance shares (2024–2026) | 86,476 target | N/A | Earned at end of 3-year period; 0–185% payouts |
- Hedge/Pledge prohibition reduces forced-selling risk; extended vesting over 5 years moderates near-term supply of shares; no options outstanding (thus no strike/expiration-related pressure) .
Employment & Contracts: Severance and CoC Economics
- Severance: Without cause or for good reason—salary continuation up to 12 months; pro rata/earned performance shares; prior period bonus if termination before March 15 .
- Change-of-control: 2.5x multiplier of base salary plus average bonus over prior 3 years if terminated from 90 days before to 180 days after CoC .
- Clawback: Recovery policy compliant with NASDAQ Listing Rule 5608 for restatements over prior 3 full fiscal years .
- No tax gross-up disclosed; general discussion notes potential 280G/4999 excise tax exposure for golden parachutes (company may approve arrangements notwithstanding deductibility limits) .
Board Service History and Dual-Role Implications
- Chair/CEO dual role: Board asserts benefits of unified leadership; mitigated by Presiding Director and majority independence; annual leadership structure evaluation and regular executive sessions .
- Committee roles: Rosenfeld is not a member of Audit/Compensation/Nominating/CSR; independent chairs lead all key committees, supporting oversight and independence .
- Independence: Board majority independent (9 of 11); Rosenfeld not independent .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approved by over 93% of votes cast at 2024 annual meeting; Committee viewed as strong endorsement and kept 2025 policies consistent with philosophy .
Investment Implications
- Alignment: Significant multi-year equity grants (RS + ROC-based PSUs) and stock ownership guidelines (5x salary; 25% net-share retention) align Rosenfeld’s incentives with long-term value creation, with clawback and no hedging/pledging to protect shareholder interests .
- Dilution/supply: Five-year RSU vesting cadence and absence of options temper near-term insider selling pressure; monitor annual March 15 grants and vesting dates for supply impacts .
- CoC economics: 2.5x CoC multiple could create event-driven payout sensitivity; no disclosed gross-ups; governance mitigants include independent committee oversight and majority independent Board .
- Performance link: 2024 fundamentals strong (revenue +15.2%; adjusted EPS up), but TSR underperformed weighted peers; ROC-based performance shares emphasize improving capital efficiency versus peers, a potential positive signal if execution closes the performance gap; watch integration of Kurt Geiger for accessory/DTC/international growth .