Lisa Keith
STEVEN MADDENAbout Lisa Keith
Lisa Keith is Executive Vice President, General Counsel and Secretary of Steven Madden, Ltd. (SHOO). She has served as General Counsel since November 2019 and Corporate Secretary since January 2021, after joining the company in May 2017 as Vice President and Deputy General Counsel; previously, she was a senior associate at Davis Wright Tremaine LLP and began her legal career at Gibson, Dunn & Crutcher LLP. Keith holds a J.D. from NYU School of Law and a B.A. summa cum laude from Brandeis University (Phi Beta Kappa); she is 40 per the 2025 proxy . Company performance context: 2024 revenue grew 15.2% to $2.3B with adjusted diluted EPS of $2.67; net income was $169.4M. Pay-versus-performance disclosure shows cumulative TSR value of $107.97 for a $100 baseline in 2024 and adjusted diluted EPS of $2.67, supporting pay alignment claims .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steven Madden, Ltd. | Executive Vice President, General Counsel; Corporate Secretary | General Counsel since Nov 2019; Secretary since Jan 2021 | Serves as Corporate Secretary for annual meeting/proxy processes |
| Steven Madden, Ltd. Legal Department | Vice President & Deputy General Counsel | May 2017–Nov 2019 | Built internal legal capacity; governance and compliance support |
| Davis Wright Tremaine LLP | Senior Associate | Not disclosed | Fashion, technology, luxury industry legal experience |
| Gibson, Dunn & Crutcher LLP | Litigation Associate | Not disclosed | Foundational litigation training |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $425,000 |
| Target Bonus % | Discretionary (no formal % disclosed) | |
| Actual Bonus Paid ($) | $100,000 | $106,250 |
| Car Allowance ($/month) | — (not disclosed) | $1,000/month (per agreement) |
| All Other Compensation ($) | $5,920 (401k match) | $16,404 (car allowance $10,615 + 401k match $5,789) |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (Discretionary) | Committee discretion; company and individual performance | Not disclosed | Not disclosed | 2024: $106,250; 2023: $100,000 | Paid on or about March 15 following fiscal year |
| Equity – Restricted Stock | Time-based vesting | 100% time-based | Not applicable | See equity grant detail table below | 20% per year over 5 years from grant anniversary |
| Equity – Options | Not applicable | — | — | No options outstanding | — |
Equity Grants and Vesting Detail (Named Executive Officer awards)
| Grant Date | Type | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Feb 1, 2024 | Restricted Stock | 5,833 | $250,002 | 20% per year over 5 years commencing Feb 1, 2025 |
| Aug 1, 2024 | Restricted Stock | 8,044 | $349,995 | 20% per year over 5 years commencing Aug 1, 2025 |
| Feb 1, 2023 | Restricted Stock | 4,808 | $175,011 (2023 Stock Awards total) | 20% per year over 5 years commencing Feb 1, 2024 |
| Mar 15, 2022 | Restricted Stock | 1,289 | Not disclosed | 20% per year over 5 years commencing Mar 1, 2023 |
| Feb 1, 2021 | Restricted Stock | 8,912 | Not disclosed | 20% per year over 5 years commencing Feb 1, 2022 |
| Options | — | — | — | No options outstanding as of 12/31/2024 |
Equity Ownership & Alignment
| Metric | As of Mar 19, 2024 | As of Mar 28, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 20,687 | 29,043 |
| Restricted (Unvested) Shares | 14,019 | 19,869 |
| Unrestricted Shares | 6,668 | 9,174 |
| Shares Outstanding (company) | 73,433,032 | 72,576,137 |
| Ownership as % of Shares Outstanding | ~0.028% (20,687/73,433,032) | ~0.040% (29,043/72,576,137) |
| Shares Pledged | Prohibited by policy for directors/executives | |
| Options (Exercisable/Unexercisable) | None outstanding | |
| Stock Ownership Guideline | 2× salary for executive officers | |
| Compliance Status | Not disclosed |
Employment Terms
| Term/Provision | Details |
|---|---|
| Employment Agreement Term | Feb 1, 2024–Jan 31, 2027 (as amended May 6, 2024) |
| Base Salary Schedule | $425,000 (FY2024); $450,000 (FY2025); $475,000 (FY2026) |
| Annual Bonus | Discretionary for FY2024–FY2026; paid on/around Mar 15 following fiscal year |
| Car Allowance | $1,000/month |
| Severance – Without Cause | Salary continuation to earlier of 6 months or remainder of term; if termination before Mar 15, accrued/unpaid bonus for prior period |
| Potential Payments – Change-in-Control (illustrative as of 12/31/2024) | Cash: $1,329,168; Equity Acceleration: $938,119; Total: $2,267,287 |
| Potential Payments – Other Than Cause/Resignation for Good Reason (as of 12/31/2024) | Cash: $222,917 |
| Clawback Policy | Recovery of incentive compensation in event of accounting restatement under NASDAQ Rule 5608; 3-year look-back |
| Hedging/Pledging | Hedging and pledging prohibited for directors/executives |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($B) | $2.0 (down 6.6% YoY) | $2.3 (up 15.2% YoY) |
| Net Income ($M) | $171.6 | $169.4 |
| Adjusted Diluted EPS ($) | $2.45 | $2.67 |
| Cumulative TSR (value of $100) | $151.14 | $107.97 |
- Say-on-pay approvals remained strong: ~96% in 2023 and over 93% in 2024–2025, indicating shareholder support for pay design .
- No legal proceedings involving executive officers disclosed in prior 10 years, reducing governance/legal risk profile .
Compensation Structure Analysis
- Year-over-year mix shifted toward equity: Stock awards for Lisa rose from $175,011 in 2023 to $599,997 in 2024, with time-based RS vesting over five years; options are not used, lowering risk vs. options but increasing scheduled vesting supply .
- Bonuses remain discretionary without disclosed formula, giving the Compensation Committee flexibility to align with company performance (adjusted EBIT/EPS emphasized in broader NEO context) .
Related Party, Risk Indicators & Governance
- Hedging/pledging prohibited for executives; clawback policy adopted in 2023 per Dodd-Frank and NASDAQ Rule 5608, mitigating misalignment and restatement risks .
- Stock ownership guidelines require executives to hold 2× salary; compliance status for Lisa not disclosed .
- No executive/officer legal proceedings disclosed; consistent attendance and committee governance reported in proxies .
Compensation Peer Group (benchmarking context)
Peer group utilized includes Caleres, Designer Brands, Skechers, Deckers, Crocs, Genesco, Shoe Carnival, Guess, and others; SHOO market cap ~$3.1B with TTM revenue ~$2.28B at committee review time .
Say-On-Pay & Shareholder Feedback
- 2023 say-on-pay approval ~96% and 2024/2025 approvals >93%, with the committee affirming pay-for-performance orientation and continued design .
Expertise & Qualifications
- Education: J.D., NYU School of Law; B.A., Brandeis University, summa cum laude, Phi Beta Kappa .
- Technical/legal expertise spanning fashion, technology, and luxury goods; in-house leadership roles since 2017 .
Investment Implications
- Retention and selling pressure: Significant time-based RS grants (Feb 1, 2024 and Aug 1, 2024) vest annually over five years beginning Feb 1, 2025 and Aug 1, 2025, creating predictable vest windows that can add supply; monitoring Form 4 activity around those dates is prudent .
- Alignment: Ownership of ~29K shares (~0.040% of shares outstanding) provides moderate alignment; policy requires 2× salary holdings, but compliance not disclosed—investors should monitor guideline adherence disclosures .
- Change-of-control economics: As of 12/31/2024, disclosed CoC scenario implies ~$1.33M cash plus ~$0.94M equity acceleration for Lisa, indicating meaningful retention value but capped by 280G limitations (unlike CEO’s “best after-tax” provision) .
- Governance quality signals: Strong say-on-pay support, prohibitions on hedging/pledging, and clawback policy reduce governance risk; no legal proceedings disclosed for executives .
- Company performance tailwinds: 2024 revenue and adjusted EPS growth support discretionary bonus payouts and increased equity grants; however, TSR volatility suggests sensitivity to macro/sector trends—aligns with committee’s variable pay philosophy .