Peter Migliorini
STEVEN MADDENAbout Peter Migliorini
Independent director of Steven Madden, Ltd. since October 1996 (29 years of service as of 2025). Age 76; currently Sales Manager at Greschlers, Inc. (building supplies). Chairs both the Compensation Committee and the Nominating/Corporate Governance Committee (since July 2004) and serves as Presiding Director over executive sessions of independent directors, with a background in financial, sales, and operations roles and early-career experience in the shoe industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steven Madden, Ltd. | Independent Director; Presiding Director over executive sessions | 1996–present | Chair, Compensation Committee (since 2004); Chair, Nominating/Corporate Governance Committee (since 2004) |
| Mackroyce Group (construction) | Director of Operations | 1987–1994 | Executive-level operations experience |
| Meldisco Shoes; Perry Shoes; Fasco Shoes | Assistant Buyer → Chief Planner/Coordinator | Not disclosed | Early industry experience in shoe companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greschlers, Inc. (building supplies) | Sales Manager | Current | Non-public company role |
| Other public company boards | — | — | No current public company directorships disclosed for Migliorini |
Board Governance
- Independence: Board determined Migliorini is independent under SEC/Nasdaq standards; 9 of 11 directors are independent .
- Presiding Director: Leads executive sessions of independent directors; coordinates with Chair/CEO on agendas and may retain independent advisors for the Board .
- Committee assignments and 2024 activity:
- Compensation Committee: Chair; 3 meetings, 2 written consents in 2024 .
- Nominating/Corporate Governance Committee: Chair; 1 meeting, 1 written consent in 2024 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; Board met 4 times (plus 1 written consent) .
- Executive sessions: Held generally at each regularly scheduled Board meeting; chaired by Presiding Director .
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 100,000 | Board/committee cash compensation for FY2024 |
| Stock Awards ($) | 120,018 | Grant date fair value (ASC 718) |
| Restricted Stock Shares (units) | 2,906 | Granted in FY2024; vests on May 20, 2025 |
| Meeting/Chair Policy (reference) | — | Non-employee directors received $75,000 annual retainer; +$10,000 per committee membership; Audit Chair +$35,000; Compensation Chair +$15,000 |
Performance Compensation
- Directors received time-vested restricted stock; no disclosed performance-conditioned director equity or cash incentives. No stock options outstanding for directors in FY2024 .
Other Directorships & Interlocks
| Entity | Role/Interlock | Notes |
|---|---|---|
| Compensation Committee | Chair | Committee uses independent consultant Arthur J. Gallagher & Co.; Committee annually reviews consultant independence, noting no conflicts in 2024 |
| Public company directorships | — | Not disclosed for Migliorini (other directors listed, Migliorini not among them) |
Expertise & Qualifications
- Extensive executive-level financial, sales, and operations experience; early shoe industry roles (Assistant Buyer to Chief Planner/Coordinator) providing domain expertise .
- Governance credentials: Long-tenured director; chairs two key committees; Presiding Director role indicates leadership within independent directors .
Equity Ownership
| Metric (as of March 28, 2025) | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 16,006 | Includes restricted + unrestricted |
| Restricted shares | 2,906 | FY2024 director grant |
| Unrestricted shares | 13,100 | Common stock held without restriction |
| Ownership guidelines | Policy requires non-employee directors to hold shares equal in value to 2x cash retainer; attain within 5 years; 25% of net shares from awards retained until compliance | |
| Hedging/pledging | Prohibited for directors under formal policy |
Insider Trades (Form 4 records)
Note: Records compiled via insider filings; post-transaction holdings reflect “securitiesOwned” reported in each Form 4, with transaction types per SEC codes (A=award; S=sale) .
Governance Assessment
- Board effectiveness and leadership: Long tenure with dual committee chair roles and Presiding Director responsibilities suggest strong governance influence and continuity among independent directors .
- Independence and conflicts: Board affirms independence; no legal proceedings involving directors in past ten years; related-party transaction review framework in place, with recusal protocols and Audit Committee oversight of conflicts and related party transactions .
- Attendance and engagement: Meets the ≥75% attendance threshold; active committee participation with documented meeting cadence (Comp: 3; Nom/Gov: 1) .
- Alignment: Director stock ownership guidelines require 2x cash retainer; directors prohibited from hedging/pledging, which supports alignment and risk control; directors compensated via cash retainer plus time-vested equity (no options) .
- Investor confidence signals: Say-on-pay received over 93% approval at 2024 annual meeting; Compensation Committee’s use of independent consultant with annual independence review reduces consultant conflict risk .
RED FLAGS
- None disclosed for Migliorini regarding legal proceedings, related-party transactions, hedging/pledging, or attendance shortfalls; insider sales (2021–2024) appear periodic but not excessive relative to holdings; policy framework mitigates conflict risk .