Mark Nason
SKECHERS USAAbout Mark Nason
Executive Vice President of Product Development at Skechers; age 63. Tenure at Skechers since 1993 across merchandising and retail, elevated to EVP Product Development in 2002. 2024 company performance linked to his incentives: net sales grew 12.1% to $8.97B, EPS rose 19.2%, operating margin improved to 10.1%, and 3-year relative TSR ranked at the 81st percentile vs S&P Retail Select Industry Index; 1-year TSR at the 48th percentile . Skechers announced completion of its acquisition by 3G Capital on September 12, 2025; shares ceased trading on NYSE, with existing management (including CEO) continuing—material for change-of-control vesting mechanics under plans .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skechers U.S.A., Inc. | Director of Merchandising and Retail Development | 1993–1998 | Early merchandising and retail build-out supporting brand growth |
| Skechers U.S.A., Inc. | Vice President of Retail and Merchandising | 1998–2002 | Scaled retail/merch strategy ahead of EVP transition |
| Skechers U.S.A., Inc. | EVP, Product Development | 2002–present | Leads global product development driving comfort/innovation strategy |
External Roles
No public company directorships or external roles disclosed for Nason in the latest proxy .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 2,700,000 | 24,603 (health insurance $10,803; 401(k) match $13,800) | Employee service award bonus $14,717 |
| 2023 | 2,546,154 | 23,249 | |
| 2022 | 2,346,155 | 12,089 |
Performance Compensation
Annual Cash Incentive (Quarterly formula)
Incentives are “at risk” and formulaic: quarterly net sales growth vs prior year multiplied by a pre-approved percentage; Nason’s percentage = 0.1500% .
| Quarter (FY2024) | Net Sales Growth vs prior year ($) | Pre-approved % | Payout ($) |
|---|---|---|---|
| Q1 | 249,658,610 | 0.1500% | 374,488 |
| Q2 | 145,127,398 | 0.1500% | 217,692 |
| Q3 | 322,746,594 | 0.1500% | 484,120 |
| Q4 | 251,476,661 | 0.1500% | 377,215 |
| Total FY2024 | — | — | 1,453,515 |
Long-Term Incentive Program structure
- PSAs: equally weighted tranches tied to annual EPS growth (2024–2026) and 3-year relative TSR vs S&P Retail Select Industry Index; earned 0–200% of target; earned shares vest/issue at cycle end subject to service .
- RSUs: time-based, granted March 2024, vest in three equal annual installments following grant (i.e., 2025–2027) subject to continued employment .
March 2024 Grants to Nason (targets)
| Grant Type | Target Shares (#) | Target Value ($) |
|---|---|---|
| Relative TSR PSAs | 7,500 | 591,000 |
| EPS PSAs | 7,500 | 456,825 |
| Time-Based RSUs | 15,000 | 913,650 |
PSA Performance results and vesting
| Metric | Target | Actual/Payout | Nason Shares Earned (#) | Vesting Timing |
|---|---|---|---|---|
| EPS growth (2024 tranche) | 10.0% target; 15.0% max | 19.2% EPS YoY in 2024 → 200% payout | 5,000 (Feb 2022 grant), 5,250 (Mar 2023 grant), 5,000 (Mar 2024 grant) | Earned 2024; Feb 2022 vest on 2/4/2025 and issued 2/11/2025; 2023/2024 earned remain eligible to vest end of cycle |
| 3-year Relative TSR (Mar 2021–Feb 2024) | 50th pct = 100% | 82nd percentile → 164% payout | 12,303 shares (from 7,500 target) | Vested 3/7/2024; issued 3/14/2024 after committee certification |
Shares acquired on vesting in 2024: 34,843 shares; value realized $2,107,768 (pre-tax) .
Equity Ownership & Alignment
- Beneficial ownership (as of 3/21/2025): 10,112 Class A shares; <1% of Class A outstanding (131,329,824 shares) . No Class B disclosed for Nason .
- Executive stock ownership policy: CEO = 6x salary; other execs (including Nason) = 3x salary by 12/31/2027; until met, after-tax portion of equity awards must be held—hedging/short sales prohibited under Insider Trading Policy .
- Pledging: Pledge disclosed for Michael Greenberg’s Class B shares; no pledging disclosed for Nason .
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 10,112 shares; <1% |
| Vested vs unvested | See outstanding awards schedule below |
| Hedging/short sales | Prohibited for officers |
| Ownership guideline | 3x salary by 12/31/2027 |
| Pledged shares | None disclosed for Nason |
Outstanding Equity Awards (as of 12/31/2024)
Market value assumes $67.24/share.
| Category | Number Not Vested (#) | Market Value ($) |
|---|---|---|
| Time-based stock/RSUs (multiple grants) | 3,750; 7,500; 10,080; 15,000 | 252,150; 504,300; 677,779; 1,008,600 |
| Performance-based (unearned/unvested) | 10,000; 10,500; 5,000 | 672,400; 706,020; 336,200 |
| Performance-based (additional awards) | 15,000; 21,000; 25,000 | 1,008,600; 1,412,040; 1,681,000 |
| Options | None outstanding |
Note: RSUs granted March 2024 vest one-third annually following grant; performance awards remain eligible to vest per plan terms .
Employment Terms
- No individual employment, severance or change-of-control agreements for Nason; severance/change-of-control terms governed by 2017 Plan, 2023 Plan, and PSA agreements .
- Clawback Policy (effective 10/2/2023): mandatory recovery of incentive compensation upon restatement, covering last three completed fiscal years .
- Insider Trading Policy: blackout periods; prohibits short sales, hedging/monetization transactions .
Change-of-Control Economics (as of 12/31/2024)
| Scenario | Accelerated Value for Nason ($) | Notes |
|---|---|---|
| Full vesting of time-based awards on CoC | 2,442,829 | If CoC occurs under 2017/2023 Plan |
| Performance awards not assumed/replaced, or involuntary termination/death/disability post-CoC | 4,264,697 | Accelerated per award terms |
| Involuntary termination w/o cause, resignation for good reason, death/disability pre-CoC | 2,667,102 | Vesting per plan prior to CoC |
3G Capital completed its acquisition on 9/12/2025; plan provisions govern whether awards are assumed or accelerate—material for vesting outcomes and potential selling pressure for delivered shares .
Performance & Track Record
| Metric | 2024 Result | Company Context |
|---|---|---|
| Net sales growth | +12.1% YoY to $8.97B | New annual record; wholesale +13.2%, DTC +10.7% |
| EPS (diluted) growth | +19.2% YoY to $4.16 | EPS performance drove 200% PSA payout for 2024 tranche |
| Operating margin | 10.1% (vs 9.8% in 2023) | Margin expansion supports incentive alignment |
| Relative TSR | 3-year: 81st percentile; 1-year: 48th percentile | TSR PSAs paid at 164% for the 2021–2024 cycle |
Major achievements referenced: broadened performance product (Cricket/Football/Basketball), global distribution expansions, high-profile collaborations; marketing investments increased, contributing to growth .
Compensation Structure Analysis
- Mix shift maintains high at-risk pay: quarterly formulaic sales-growth cash incentive; meaningful equity via RSUs and PSAs (EPS and TSR) .
- No stock options granted in 2024; company has not repriced options historically—reduces red-flag risk .
- Ownership guideline (3x salary) imposes holding requirements until compliant; enhances alignment .
- 2023 say-on-pay approval ~72% suggests moderate shareholder support, with committee citing continuing alignment and PSA introduction since 2020 .
Risk Indicators & Red Flags
- Pledging: not disclosed for Nason; pledge exists for Michael Greenberg’s Class B shares (monitor governance optics) .
- Tax gross-ups: not disclosed for Nason beyond standard perqs; aircraft/car tax gross-ups apply to certain other NEOs, not Nason .
- Option repricing: none; no options outstanding for NEOs in 2024 .
- Acquisition event (3G Capital): material change-of-control implications for vesting; potential lump issuance of shares could drive executive selling pressure if not subject to post-deal restrictions .
Equity Ownership & Alignment Details
| Element | Policy/Status |
|---|---|
| Stock ownership guideline | 3x base salary by 12/31/2027 for executive officers |
| Compliance window | Must hold after-tax portion of equity until compliant; applies post-deadline |
| Hedging/short sales | Prohibited |
| Beneficial ownership % | <1% of Class A |
Employment & Contracts
- Start at Skechers (Director role): 1993; EVP Product Development since 2002 (23+ years in current role as of 2025) .
- No non-compete/non-solicit specifics disclosed for Nason; severance/change-of-control governed by plans .
- Committee and consultant details applicable at company-level; not specific to Nason .
Investment Implications
- Alignment: Strong linkage of Nason’s variable pay to tangible performance levers (net sales growth, EPS growth, relative TSR), with no options outstanding and a robust clawback/insider trading framework—reduces governance risk .
- Vesting pressure: RSUs from Mar-2024 vest annually through 2027; PSAs can deliver sizable share issuances upon cycle completion/CoC acceleration—monitor Form 4s for potential selling post-issuance, especially around deal close and fiscal cycle milestones .
- Retention/Severance: No individual employment/severance agreement for Nason; retention relies on ongoing equity cycles and ownership policy rather than contractual severance—both a cost control and potential retention risk if equity values compress .
- Performance momentum: 2024 fundamentals (sales +12.1%, EPS +19.2%, OM 10.1%) supported max EPS PSA payout and strong TSR PSA payout—historic execution track favorable; post-acquisition capital structure/governance could alter future incentives and disclosure cadence .