John Vandemore
SKECHERS USAAbout John Vandemore
John Vandemore, 51, has served as Chief Financial Officer of Skechers since November 2017. He holds a BBA in Accountancy from the University of Notre Dame and an MBA from Northwestern University’s Kellogg School of Management. Company performance in 2024: sales grew 12.1% to $8.97B, net earnings were $639.5M, diluted EPS rose 19.2% to $4.16, and one-year TSR was 7.9% (48th percentile vs S&P Retail Select peers); three- and five-year relative TSR were 54.9% (81st percentile) and 55.7% (45th percentile), respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mattel, Inc. | EVP, Divisional CFO | 2015–2017 | Finance leadership for divisional operations |
| International Game Technology | CFO and Treasurer | 2012–2015 | Corporate finance leadership and treasury oversight |
| The Walt Disney Company | Various roles | Pre-2012 | Prior finance/operations experience |
| AlixPartners | Various roles | Pre-2012 | Prior advisory/operations experience |
| Goldman Sachs | Various roles | Pre-2012 | Prior capital markets experience |
| PricewaterhouseCoopers | Various roles | Pre-2012 | Prior accounting/audit experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Inspired Entertainment | Director | Dec 2016–present | Public company board service |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,490,284 | $1,568,654 | $1,696,000 (8% increase) |
| Annual Incentive Paid ($) | $1,701,547 | $833,691 | $1,938,021 |
| Annual Incentive Plan Specifics (2024) | Value |
|---|---|
| Performance metric | Year-over-year net sales growth (quarterly formula) |
| Pre-approved percentage (applied to quarterly $ net sales growth) | 0.2000% |
| Quarterly payouts ($) | Q1: $499,318; Q2: $290,255; Q3: $645,494; Q4: $502,954 |
| Annual cap under plan | $10,000,000 per NEO |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive: Net sales growth (2024) | 100% of AIP | Growth vs prior-year quarter (formula) | Achieved each quarter (see Fixed Compensation table) | $1,938,021 | Paid quarterly per plan |
| EPS Growth PSAs (2024 tranche; cycles granted Feb 2022, Mar 2023, Mar 2024) | 50% of LTI PSAs | 10.0% growth (target); 7.5% threshold; 15.0% max | 19.2% EPS growth in 2024 | 200% of target for 2024 tranche | Feb 4, 2025 vest for 2022 grant; subsequent cycles vest post 3-year period |
| Relative TSR PSAs (3/1/2021–2/29/2024 cycle) | 50% of LTI PSAs | 50th percentile (100%); 25th (50%); 100th (200%) | 82nd percentile vs S&P Retail Select Index | 164% of target | Vested Mar 7, 2024; issued Mar 14, 2024 |
| 2024 Long-Term Equity Grants (Mar 15, 2024) | Shares | Target Value ($) | Vest/Performance Terms |
|---|---|---|---|
| Time-based RSUs | 25,000 | $1,522,750 | Vests in 3 equal annual installments (Mar 1, 2025–2027) |
| EPS Performance Shares (PSAs) | 12,500 | $761,375 | Earned annually (2024–2026) at 0–200%, vests after 3-year period |
| Relative TSR PSAs | 12,500 | $985,000 | Earned at 0–200% based on 3/1/2024–2/28/2027 TSR vs S&P Retail Select Index |
Equity Ownership & Alignment
| Date (as of) | Class A Shares Beneficially Owned | % of Class A Outstanding |
|---|---|---|
| Apr 13, 2023 | 126,076 | <1% |
| Mar 26, 2024 | 98,815 | <1% |
| May 3, 2025 | 100,282 | <1% |
| Outstanding Equity Awards (as of Dec 31, 2024) | Shares/Units | Key Dates/Notes |
|---|---|---|
| Unvested time-based RSUs | 25,000 | Vests in 3 equal installments on Mar 1, 2025–2027 |
| Unvested restricted shares (time-based) | 3,750; 15,000; 20,080 | Vests Mar 1, 2025; and in two equal installments on Mar 1, 2025–2026 |
| EPS PSAs (earned for 2023–2024; no payout for 2022) | 20,000 (earned shares) | Vested Feb 4, 2025; issued Feb 11, 2025 |
| TSR PSAs (2/1/2022–1/31/2025 cycle) | 30,000 max remaining; paid 149.51% | Vested Feb 4, 2025; 22,427 shares issued to Vandemore |
| 2023 cycle PSAs (EPS 2025; TSR 3/10/2023–3/9/2026) | 41,868 max remaining | Earn/vest per performance in cycle |
| 2024 cycle PSAs (EPS 2025–2026; TSR 3/1/2024–2/28/2027) | 41,666 max remaining | Earn/vest per performance in cycle |
- Stock ownership guidelines: CEO 6x salary; other executive officers 3x salary; compliance deadline Dec 31, 2027; until met, after-tax portions of equity awards must be held .
- Insider trading policy: prohibits short sales and certain hedging/monetization transactions; blackout periods for designated employees .
- Pledging: No pledging disclosed for Vandemore in the proxy statements reviewed .
- Deferred compensation: Vandemore’s aggregate balance was $2,574,184 at Dec 31, 2024; aggregate withdrawals were $(92,592) and aggregate earnings $277,179 in 2024 .
Employment Terms
- Role and tenure: Chief Financial Officer since November 2017 .
- Employment agreements: Skechers discloses executive agreements for Michael Greenberg and David Weinberg; none for Vandemore in the proxy; change-in-control terms for Vandemore addressed via plans below .
- Change-in-control severance: Under the U.S. Employee Change in Control Severance Plan adopted Aug 7, 2025, Vandemore would receive continued base salary payments for 18 months and COBRA coverage for 18 months upon qualifying termination on or within 12 months after closing of the Merger, subject to release and other obligations .
- Equity acceleration economics (12/31/2024): On change in control, time-based restricted stock/units fully vest—Vandemore’s time-based value $4,291,929; performance-based awards remain eligible and vest per terms; if not assumed/replaced or upon qualifying termination post-CIC, acceleration value $7,839,886; pre-CIC qualifying termination acceleration value $5,168,445 .
- Clawback: Policy adopted Oct 2, 2023; requires recovery of excess incentive-based compensation for three completed fiscal years preceding an accounting restatement .
Compensation Structure Analysis
- Mix and trends: 2024 salary up 8% to $1.696M; non-equity incentive rose to $1.938M from $0.834M in 2023; stock awards fair value rose to $3.523M from $2.923M in 2023, indicating increased variable/equity pay aligned to performance and LTI metrics .
- Incentive design: AIP based solely on net sales growth (formula-based, quarterly); LTI PSAs equally weighted on EPS growth and relative TSR, with transparent thresholds/targets and capped at 200% .
- Governance signals: Independent compensation advisor FW Cook engaged since 2020; clawback policy and ownership guidelines are in place; no stock option grants to NEOs in 2024 (shift to RSUs/PSAs) .
Say‑on‑Pay & Shareholder Feedback
- 2023 advisory vote approval: ~72% support; next vote expected in 2026 .
Performance & Track Record
- 2024 performance: sales $8.97B (+12.1%), gross margin 53.2%, operating margin 10.1%, net earnings $639.5M, EPS $4.16 (+19.2%), TSR 7.9% (48th percentile); three-year TSR 54.9% (81st percentile); five-year TSR 55.7% (45th percentile) .
Equity Ownership & Trading Signals
- 2024 vesting realized: Vandemore acquired 63,593 shares on vesting in 2024 (value $3,899,756), indicating potential calendar-linked supply around vest dates; 2025 TSR cycle payout delivered 22,427 shares on Feb 11, 2025 .
- Upcoming vesting cadence: 25,000 RSUs vest across Mar 1, 2025–2027; additional PSAs from 2023 and 2024 cycles may vest at cycle-end subject to performance—potential periodic selling pressure around vest dates .
- Ownership level: Beneficial ownership <1% across 2023–2025; alignment primarily via unvested/earned equity rather than large direct holdings .
Compensation Peer Group (Benchmarking)
- Peer group used for 2024 equity decisions (examples): Deckers, Lululemon, PVH, Ralph Lauren, Under Armour, Tapestry, Columbia Sportswear, Hanesbrands, Levi Strauss, Hasbro, Mattel, Wolverine, Capri, Carter’s, G-III .
- SKX placement vs peers (as of 2023 year-end): revenues 89th percentile; net earnings 73rd; market cap 86th .
Investment Implications
- Pay-for-performance alignment is strong: AIP tied to top-line growth; PSAs tied to EPS growth and relative TSR with robust payout curves; 2024 EPS and TSR outcomes produced above-target vesting (200% for EPS; 164% for prior TSR cycle), reinforcing alignment with shareholder returns .
- Retention risk appears moderate: Multi-year RSU/PSA schedules through 2027 and CIC protections (18 months salary/COBRA) support continuity; performance PSAs require ongoing results, limiting windfall and incenting execution .
- Trading signals: Concentrated vest dates (March/February each year) can create episodic supply; 2024–2025 vesting volumes suggest monitoring those windows for potential selling pressure .
- Governance quality: Use of independent consultant, clawback, ownership guidelines, and prohibition on hedging are positives; say‑on‑pay at ~72% suggests room for continued investor engagement, but not a red flag .