Rose Peabody Lynch
STEVEN MADDENAbout Rose Peabody Lynch
Rose Peabody Lynch (age 75) is an independent director of Steven Madden, Ltd. (SHOO) since 2014, and a former owner/founder and President of Market Strategies, LLC, a New York-based consulting firm focused on strategic marketing and operating issues for small to mid-sized companies. She holds a BA from Princeton University and an MBA from Harvard Business School, and brings 30+ years of executive financial and operating experience across beauty and fashion industries, including senior roles at Victoria’s Secret, Trowbridge Gallery, and Danskin, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Market Strategies, LLC | Founder & President | Not disclosed | Strategic marketing and operations for SMBs |
| Victoria’s Secret | Senior executive roles | Not disclosed | Executive-level financial and operating experience |
| Trowbridge Gallery | Senior executive roles | Not disclosed | Supplier of fine art to interior design trade |
| Danskin, Inc. | Senior executive roles | Not disclosed | Women’s dance and activewear; executive-level experience |
| The Harmony Group-LeRoi Princeton | Director | Not disclosed | Manufacturer of children’s apparel |
| Salant Corporation (Perry Ellis Menswear) | Director | Not disclosed | Audit and Nominating & Governance Committees |
| Frederick’s of Hollywood | Director | Not disclosed | Chaired Compensation Committee |
| Princeton University Varsity Club | Director | Current | Not-for-profit leadership |
| Concord Academy | Trustee | Rotated off July 2021 | Not-for-profit leadership |
External Roles
| Organization | Listing | Role | Committees |
|---|---|---|---|
| General American Investors Company, Inc. | NYSE: GAM | Director (current) | Compensation; Pension; Nominating |
| Council on Foreign Relations | — | Women and Foreign Policy Advisory Council member | Advisory role |
Board Governance
- Independence: The Board determined Lynch is “independent” under SEC and Nasdaq standards; the Board is majority independent (9 of 11 nominees) .
- Committee assignments: Member, Compensation Committee (since June 2014); Member, Audit Committee (since July 29, 2024); previously Corporate Social Responsibility (CSR) Committee (Aug 2019–July 2024). Audit Committee members are independent; the Board determined Lynch qualifies as an “audit committee financial expert” .
- Meeting attendance: Board held 4 regular meetings (2024); each director attended ≥75% of Board and committee meetings; 9 directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions generally at each regular meeting; Presiding Director role held by Peter Migliorini .
- Risk oversight: Audit Committee oversees enterprise risk, ICFR, disclosure controls, compliance, and cybersecurity (quarterly CISO briefings); also serves as the Qualified Legal Compliance Committee .
Fixed Compensation (Director Pay – 2024)
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $95,000 | Includes Board retainer ($75,000) and committee membership fees ($10,000 per committee) ; Lynch served on Compensation and Audit Committees in 2024 . |
| Equity – Stock Awards ($) | $120,018 (grant-date fair value) | Annual grant of 2,906 restricted shares; fair value per ASC 718 . |
| Restricted Shares (#) | 2,906 | Vest May 20, 2025 . |
| Other Compensation | — | None disclosed for directors . |
Notes:
- Director compensation program: Non-employee directors receive $75,000 cash retainer plus $10,000 per committee; Audit Committee Chair +$35,000 and Compensation Committee Chair +$15,000 (Lynch is not a chair) .
Performance Compensation
- No performance-based equity or options disclosed for directors; the 2024 director equity grant is time-vested restricted stock (2,906 shares, vesting one year from grant) with no performance conditions .
- Company-wide governance policies include a Clawback Policy applicable to executives; no separate director-specific performance metrics or clawbacks are disclosed for directors .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Interlock/Exposure |
|---|---|---|---|
| General American Investors (NYSE: GAM) | Director | Compensation; Pension; Nominating | Closed-end fund; no SHOO supplier/customer link disclosed . |
| Salant Corporation | Director (past) | Audit; Nominating & Governance | Apparel; historical role . |
| Frederick’s of Hollywood | Director (past) | Chaired Compensation Committee | Retail/apparel; historical role . |
Expertise & Qualifications
- Audit/finance: Board-designated audit committee financial expert (SEC Item 407(d)(5)); deep executive-level financial and operating experience .
- Industry: Decades of leadership in fashion/beauty, merchandising and operations (Victoria’s Secret, Danskin, Trowbridge Gallery) .
- Education: BA Princeton; MBA Harvard Business School .
- Governance: Extensive board service across public and private entities; not-for-profit leadership; CFR advisory council membership .
Equity Ownership
| Metric | Lynch | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 21,303 | 2,906 restricted; 18,397 common held outright . |
| Ownership % of Shares Outstanding | <1% | Company had 72,576,137 shares outstanding (excl. treasury) as of Mar 28, 2025 . |
| Vested vs Unvested | 2,906 unvested RS (as of 12/31/24) | Vests May 20, 2025 . |
| Hedging/Pledging | Prohibited for directors | Formal policy banning hedging and pledging by directors . |
| Section 16 Compliance | In compliance (2024) | Based on company review of Forms 3/4 . |
Governance Assessment
- Board effectiveness: Lynch strengthens SHOO’s audit oversight as a designated financial expert and dual membership on Audit and Compensation Committees; she has >10 years of continuous Board service and broad industry expertise .
- Independence and attendance: Independent director, meeting attendance ≥75% with regular independent executive sessions—supports robust oversight .
- Pay alignment: Director pay mix blends cash retainer and time-vested equity (annual RS grant), aligning with long-term shareholder interests; director ownership guidelines require holdings equal to 2x cash retainer and are monitored by the Compensation Committee .
- Compensation committee quality: Committee is fully independent (members: Lynch, Davis, Migliorini, Smith); uses independent consultant (Gallagher) with annual conflict-of-interest checks and no other services provided—strong advisor independence .
- Shareholder signals: 2024 say‑on‑pay passed with >93% support, indicating investor endorsement of compensation governance .
- Risk controls: Strong Audit Committee remit over ICFR, disclosure controls, compliance, cybersecurity; Board-level Clawback Policy compliant with Nasdaq Rule 5608 .
Potential Conflicts and Related-Party Exposure
- No legal proceedings requiring disclosure for directors in past 10 years; no adverse material proceedings noted .
- Related-party transactions are reviewed/approved by independent directors per formal policy; directors are recused from related discussions/decisions; multiple reporting mechanisms exist to detect conflicts .
- No Lynch-specific related-party transactions or pledging disclosed; hedging/pledging prohibited for directors .
RED FLAGS
- None disclosed for Lynch: no attendance shortfalls, no related-party transactions, no hedging/pledging, no legal proceedings .
Appendix: Committee Landscape (2024)
| Committee | Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Ferrara (Chair); Klipper; Lynch*; Sachdev*** | Ferrara | 5 meetings; 1 written consent |
| Compensation | Migliorini (Chair); Davis; Lynch; Smith | Migliorini | 3 meetings; 2 written consents |
| Nominating/Corporate Governance | Migliorini (Chair); Ferrara; Reed; Sachdev | Migliorini | 1 meeting; 1 written consent |
| Corporate Social Responsibility | Smith (Chair); Klipper; Kumar; Reed** | Smith | 4 meetings; 1 written consent |
Notes: *Lynch joined Audit on July 29, 2024; **Reed joined CSR on July 29, 2024; ***Sachdev left Audit on March 14, 2025 .