David Weinberg
SKECHERS USAAbout David Weinberg
David Weinberg (age 74) is Chief Operating Officer, Executive Vice President, and a Director at Skechers; he has served as COO since January 2006, CFO from October 1993–January 2006 and again September 2009–November 2017, and has been on the Board since July 1998 . Company performance under current leadership includes 2024 net sales of $8.97B (+12.1% YoY), diluted EPS of $4.16 (+19.2% YoY), and one-year TSR of 7.9% (S&P Retail Select Industry Index peer group percentiles: 1-year 48th, 3-year 81st at 54.9% TSR, 5-year 45th at 55.7% TSR) . Skechers’ pay philosophy emphasizes sales growth (annual cash incentive) and multi-year EPS and relative TSR for equity, supported by FW Cook as independent compensation advisor and stock ownership/clawback policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skechers U.S.A., Inc. | Chief Operating Officer | 2006–present | Oversees global operations; deep finance/operations experience cited by Board . |
| Skechers U.S.A., Inc. | Chief Financial Officer | 1993–2006; 2009–2017 | Led finance for >20 years; continuity across growth phases . |
| Skechers U.S.A., Inc. | Executive Vice President | 1998–present | Senior leadership continuity; board-level oversight since 1998 . |
| Skechers U.S.A., Inc. | Director (Class II) | 1998–present | Board member; nominated for term expiring 2028 . |
External Roles
No external public company directorships or roles are disclosed for David Weinberg in the proxy statements .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 3,659,451 | 3,836,635 | 4,147,000 |
| All Other Compensation ($) | 643,286 | 406,212 | 598,227 |
| Total Compensation ($) | 11,794,354 | 10,510,074 | 13,119,843 |
Perquisites detail (2024):
| Perquisite | Amount ($) |
|---|---|
| Company Automobile | 55,266 |
| Tax Gross-Up (Car) | 32,354 |
| Health Insurance (excess premiums) | 7,063 |
| Company Aircraft (personal use incremental cost) | 186,500 |
| Tax Gross-Up (Aircraft) | 271,243 |
| 401(k) Matching Contributions | 13,800 |
| Health Club Fees | 3,096 |
| Country Club Membership Fees | 28,905 |
| Total “All Other Compensation” | 598,227 |
Personal aircraft and automobile use include tax gross-ups per policy; aircraft personal-use cap is 55 hours annually for CEO, President, and COO .
Performance Compensation
Annual Incentive (2006 Plan; 2024):
- Formula is quarterly and performance-driven with no specified target as % of salary; payout equals pre-approved percentage × net sales growth dollars vs prior-year quarter; plan cap of $10,000,000 per NEO per year .
- Weinberg pre-approved percentage: 0.3000 .
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | 2024 Total |
|---|---|---|---|---|---|
| Net sales growth vs prior year ($) | 249,658,610 | 145,127,398 | 322,746,594 | 251,476,661 | — |
| Incentive % | 0.3000 | 0.3000 | 0.3000 | 0.3000 | — |
| Incentive payout ($) | 748,976 | 435,383 | 968,240 | 754,430 | 2,907,029 |
Long-Term Incentive Grants (March 2024):
| Award Type | Shares (#) | Target/Grant Value ($) | Vesting / Performance |
|---|---|---|---|
| Relative TSR PSAs | 19,400 | 1,528,720 | 3-year TSR vs S&P Retail Select Industry Index; 0–200% payout (25th=50%, 50th=100%, 100th=200%) over Mar 1, 2024–Feb 28, 2027 . |
| EPS PSAs | 19,400 | 1,181,654 | Annual EPS growth tranches for 2024–2026; 0–200% payout (<7.5%→0%; 10%→100%; 15%→200%); earned shares vest at end of 3-year period . |
| Time-Based RSUs | 38,800 | 2,363,308 | Vests in 3 equal annual installments (Mar 1, 2025–2027), service-based . |
No new stock options were granted to NEOs in 2024, and none were outstanding at FY-end .
Performance Outcomes (recent):
| Grant/Tranche | Target Shares (#) | Earned Shares (#) | Notes |
|---|---|---|---|
| TSR PSAs (Mar 2021; performance period Mar 1, 2021–Feb 29, 2024) | 25,000 | 41,010 | 82nd percentile TSR → 164% payout; vested Mar 7, 2024; issued Mar 14, 2024 . |
| EPS PSAs – 2024 tranche (awarded Feb 2022/Mar 2023/Mar 2024) | 6,467 (Mar 2024 tranche) | 12,934 (Mar 2024 tranche) | Company EPS growth of 19.2% in 2024 → 200% of target for 2024; Feb 2022 tranche vested Feb 4, 2025; issued Feb 11, 2025 . |
Vesting Schedule Snapshots (as of 12/31/2024 for Weinberg):
- RSUs (38,800) vest in three equal tranches on Mar 1, 2025, Mar 1, 2026, Mar 1, 2027, subject to continued service .
- EPS PSAs earned for 2023–2024 (200% payout for those years; no payout for 2022) vested or eligible to vest per agreement timelines (Feb 4, 2025 vest for certain tranches; others eligible by Mar 1, 2026/2027) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 21, 2025):
| Holder | Class A Shares | % of Class A | Class B Shares | Pledged? |
|---|---|---|---|---|
| David Weinberg | 223,369 | <1% | — | None disclosed for Weinberg; Michael Greenberg’s 400,507 Class B shares are pledged (non-voting/non-disposal prior to default) . |
Includes 178,708 Class A shares held in The David Weinberg Trust, for which he is sole trustee .
Ownership Policies:
- Executive stock ownership guideline: CEO 6× salary; other executive officers 3× salary; compliance deadline Dec 31, 2027; until met, after-tax portions of equity awards must be held .
- Insider Trading Policy prohibits short sales and hedging/monetization transactions in company securities; blackout windows enforced .
Outstanding Equity (FY-end 2024 snapshots, Weinberg):
- Unvested RSUs: 38,800 (3 equal installments through 2027) .
- Performance awards outstanding subject to EPS/TSR conditions across 2023 and 2024 programs (displayed at remaining maximum in proxy tables; actual earned amounts to be certified over performance periods) .
Deferred Compensation:
| Item | 2024 |
|---|---|
| Executive Contributions ($) | 1,489,819 |
| Aggregate Earnings ($) | 568,859 |
| Aggregate Balance at 12/31/2024 ($) | 12,855,377 |
Employment Terms
Employment Agreement (effective Jan 1, 2019; auto-renews annually; extended through Dec 31, 2027):
- Base salary floor: not less than $3,100,000; annual incentive floor: not less than 0.20% of quarterly net sales growth vs prior year; participation in senior executive benefits/perquisites .
- Termination without cause/resign for good reason or termination upon/within 120 days of change-in-control: salary through termination date plus, subject to release, base salary for remainder of term (to Dec 31, 2027) plus annual incentive for each remaining year equal to highest annual incentive earned in term (less any already paid for year of termination); accelerate vesting of restricted shares to extent permitted under plans/agreements; excise tax cutback to avoid 280G/4999 tax .
Illustrative Economics (as of 12/31/2024):
| Triggering Event | Cash Severance ($) | Value of Accelerated Restricted Stock ($) | Total ($) |
|---|---|---|---|
| Termination Without Cause or Resign For Good Reason | 22,566,693 (base + highest annual incentive × remaining term) | 15,910,175 | 38,476,868 |
| Change in Control (time-based awards accelerate) | — | 7,382,952 | 7,382,952 |
| Change in Control and Termination Without Cause | 22,566,693 | 20,694,560 | 43,261,253 |
Time-based restricted stock vests in full on change-in-control under the 2017/2023 Plans; performance-based awards remain eligible to vest and may vest immediately if not assumed/replaced or upon Qualifying Termination post-CIC per award terms .
Governance/Policies relevant to pay:
- Clawback Policy (effective Oct 2, 2023): recovers incentive-based compensation for restated financials over prior 3 completed fiscal years .
- Compensation Committee uses sales growth (annual bonus) and EPS/relative TSR (long-term) as most important measures for NEO compensation .
- Compensation peer group (e.g., Deckers, Lululemon, PVH, Under Armour, Tapestry, Levi Strauss, Columbia Sportswear, Hasbro, Mattel, Ralph Lauren, Wolverine, Hanesbrands, Capri, Carter’s, G-III) with Skechers at 2023 YE percentiles: revenue 89th, net earnings 73rd, market cap 86th .
Board and Director Matters:
- Weinberg is a management director (not among the five independent directors) and receives no director fees (employee-directors are not paid for Board service) .
- Board met four times in 2024; committee memberships comprised independent directors; Weinberg is not listed as a committee member .
Say-on-Pay & Shareholder Feedback:
- Most recent advisory vote (2023) received ~72% support; Committee continues to adjust program informed by investor feedback .
Investment Implications
- Alignment: Significant at-risk pay via EPS/TSR PSAs and RSUs; executive ownership requirements (3× salary by 2027) and hedging prohibitions support alignment; no pledged shares disclosed for Weinberg .
- Incentive Design: Annual cash tied to net sales growth (volume-driven) can encourage top-line growth; multi-year EPS targets (threshold 7.5%, target 10%, max 15%) and TSR vs S&P Retail peers link pay to quality of earnings and market-relative performance; recent EPS/TSR max outcomes indicate strong execution momentum .
- Retention/Change-in-Control: Employment agreement provides substantial severance (remainder-of-term base plus highest historical annual incentive) and accelerated vesting mechanics on CIC/qualifying terminations, mitigating retention risk but increasing potential transaction costs; excise tax cutback avoids gross-up exposure on parachute taxes .
- Governance Flags: Tax gross-ups on personal aircraft and automobile perquisites are shareholder-unfriendly; 2024 gross-ups totaled ~$303.6K for Weinberg, with additional perquisite spend (aircraft incremental cost ~$186.5K) that can draw investor scrutiny; however, clawback policy and ownership guidelines offset risk perceptions .
- Performance Context: 2024 record sales (+12.1% YoY), improved margins, and EPS growth (+19.2% YoY) underpin recent maximum equity payouts; 1-year TSR modest (7.9%), but multi-year TSR strong vs peers (3-year 81st percentile), supporting pay-for-performance thesis .