Robert Greenberg
SKECHERS USAAbout Robert Greenberg
Robert Greenberg (age 85) is Chairman of the Board and Chief Executive Officer of Skechers U.S.A., Inc., roles he has held since October 1993; he is the company’s founder and one of its largest stockholders, with deep credentials in branding and product design and a multi‑decade leadership tenure at the company since its 1992 inception . As of 2024, Skechers reported net sales of $8.97 billion (+12.1% YoY) and diluted EPS of $4.16 (+19.2% YoY), with one‑year TSR of 7.9% (48th percentile vs S&P Retail Select Industry Index), three‑year TSR of 54.9% (81st percentile), and five‑year TSR of 55.7% (45th percentile) . Greenberg controls significant voting power through Class B super‑voting shares and the Skechers Voting Trust, with beneficial ownership representing approximately 55.1% of votes eligible to be cast by stockholders, and he is the father of President Michael Greenberg .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Skechers U.S.A., Inc. | Chairman of the Board & Chief Executive Officer | Oct 1993–Present | Founder-led leadership with over 40 years in footwear focused on branding and product design; one of the largest stockholders . |
| Skechers U.S.A., Inc. | Founder | 1992–Present | Founding leadership and ongoing influence as key brand and product steward . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Skechers Voting Trust | Sole Trustee | Current (15‑year trust term; ongoing) | Sole voting and dispositive power over 13,619,670 Class B shares; contributes to ~55.1% aggregate voting influence . |
Fixed Compensation
Multi‑year summary compensation (SCT reported):
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 7,031,198 | 8,405,699 | 7,267,571 | 820,889 | 23,525,357 |
| 2023 | 6,504,039 | 7,333,065 | 3,890,549 | 1,110,285 | 18,837,938 |
| 2022 | 6,189,304 | 6,983,625 | 7,940,539 | 948,380 | 22,061,848 |
Base salary progression:
| Year | Base Salary ($) |
|---|---|
| 2022 | 6,200,000 |
| 2023 | 6,510,000 |
| 2024 | 7,031,000 |
2024 perquisites and gross‑ups (All Other Compensation detail):
| Category | Amount ($) |
|---|---|
| Financial planning/tax services | 456,310 |
| Company automobile | 108,481 |
| Tax gross‑up (car) | 56,320 |
| Health insurance (excess) | 7,063 |
| Personal aircraft use (incremental cost) | 165,000 |
| Tax gross‑up (aircraft) | 27,715 |
| Total | 820,889 |
Notable fixed‑pay features: 2024 executive base salaries increased 6–8%; Greenberg’s increased 8% to $7.031 million . Personal aircraft and automobile benefits include tax gross‑ups, with an annual 55‑hour personal aircraft allowance for CEO/President/COO under policy .
Performance Compensation
Annual Incentive – design and 2024 outcomes:
- Plan formula: Quarterly bonus equals pre‑approved percentage multiplied by quarterly net sales growth vs prior year; committee set 2024 performance criteria and percentages; plan annual cap $10 million per NEO .
- CEO percentage: 0.7500% of quarterly net sales growth .
| Quarter | Net Sales Growth vs PY ($) | CEO % | CEO Incentive ($) |
|---|---|---|---|
| Q1 2024 | 249,658,610 | 0.7500% | 1,872,440 |
| Q2 2024 | 145,127,398 | 0.7500% | 1,088,456 |
| Q3 2024 | 322,746,594 | 0.7500% | 2,420,600 |
| Q4 2024 | 251,476,661 | 0.7500% | 1,886,075 |
| Total 2024 | — | — | 7,267,571 |
Long‑Term Incentive (LTI) – 2024 grants and metrics:
- Structure: Mix of time‑based RSUs and performance‑based restricted shares (PSAs), with PSAs equally weighted between annual EPS growth and 3‑year relative TSR vs S&P Retail Select Industry Index .
- 2024 CEO grants (March 2024):
| Award Type | Shares (#) | Target Value ($) |
|---|---|---|
| PSAs – Relative TSR | 29,825 | 2,350,210 |
| PSAs – EPS (3 annual tranches) | 29,825 | 1,816,641 |
| Time‑based RSUs (3 equal annual vests) | 59,650 | 3,633,282 |
Performance metric frameworks and 2024 results:
| Metric | Weight | Target/Scale | Actual/Status | Payout |
|---|---|---|---|---|
| EPS Growth (annual tranches for 2024–2026) | 50% | 7.5% = 50%, 10.0% = 100%, 15.0% = 200% of target | 2024 EPS growth 19.2% (max achieved) | 200% for 2024 tranche |
| 3‑Year Relative TSR | 50% | 25th pct = 50%, 50th pct = 100%, 100th pct = 200% | For 3/1/2021–2/29/2024 period: 82nd percentile | 164% for 2021 TSR tranche; vested 3/7/2024, issued 3/14/2024 |
2024 vestings realized:
| 2024 Stock Vestings | Shares Acquired | Value Realized ($) |
|---|---|---|
| Robert Greenberg | 347,347 | 20,685,767 |
Equity Ownership & Alignment
Beneficial ownership and control:
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Key notes |
|---|---|---|---|---|---|
| Robert Greenberg | 17,927,384 | 12.0% | 17,875,656 | 92.6% | Class B carries 10 votes/share; Mr. Greenberg beneficially controls ~55.1% of aggregate votes . |
| Skechers Voting Trust (RG trustee) | — | — | 13,619,670 | 70.5% | Sole voting/dispositive power by Robert Greenberg; beneficiaries may withdraw with trustee consent . |
Vested vs unvested equity (as of 12/31/2024):
| Category | Unvested Shares (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|
| Time‑based RSUs (2024 grant) | 59,650 | 4,010,866 | Vests 3/1/2025, 3/1/2026, 3/1/2027 (equal installments) . |
| Time‑based restricted shares (prior grants) | 18,750; 37,500; 51,533 | 1,260,750; 2,521,500; 3,465,079 | Scheduled tranches through 3/1/2026 . |
| EPS PSAs – earned (2022/2023 cycles) | 50,000; 51,532 | 3,362,000; 3,465,012 | Vested 2/4/2025 or eligible no later than 3/1/2026, subject to service . |
| EPS PSAs – earned (2024 tranche) | 19,884 | 1,337,000 | Eligible to vest no later than 3/1/2027, subject to service . |
| TSR PSAs – 2022 cycle (at max remaining) | 75,000 | 5,043,000 | Vested 2/4/2025; issued 2/11/2025 at 149.51% payout . |
| TSR/EPS PSAs – 2023 cycle (at max remaining) | 103,068 | 6,930,292 | Eligible to vest at end of 3‑year period (through 3/9/2026) per performance . |
| TSR/EPS PSAs – 2024 cycle (at max remaining) | 99,416 | 6,684,732 | Eligible to vest at end of 3‑year period (through 2/28/2027) per performance . |
Other alignment policies:
- Executive ownership guideline: CEO required to hold ≥6x base salary in company stock by 12/31/2027; until compliant, after‑tax portions of equity awards must be held .
- Insider trading/hedging policy: Prohibits trading on MNPI, short sales and certain hedging/monetization transactions; regular blackout periods enforced .
- Pledging: No pledge disclosure for Robert Greenberg; note that Michael Greenberg has pledged 400,507 Class B shares to secure a line of credit (no voting/dispositive rights to pledgee prior to default) .
Capital structure note: Each Class B share carries 10 votes; Class A carries 1 vote, heightening voting control concentration for Class B holders .
Options: None outstanding for NEOs as of 12/31/2024 (equity mix is RSUs/PSAs) .
Employment Terms
- Employment agreement: Skechers has no employment, severance or change‑of‑control agreements with NEOs except Michael Greenberg and David Weinberg; no individual agreement disclosed for Robert Greenberg .
- Clawback: Restatement‑based recovery of incentive compensation for current/former executive officers for the prior three completed fiscal years, adopted 10/2/2023 .
- Change‑of‑control (CoC) plan terms:
- Time‑based equity: Full acceleration upon a CoC under the 2017/2023 plans .
- Performance‑based equity: Remains eligible through the performance period with formulaic conversion at CoC; immediate vesting if not assumed/replaced or upon qualifying termination after CoC .
- Estimated equity acceleration values for Robert Greenberg (using $67.24 share price as of 12/31/2024):
- CoC – time‑based equity: $11,258,195 .
- CoC – performance awards if not assumed/replaced (or upon qualifying termination): $19,947,774 .
- Pre‑CoC qualifying termination (without cause/for good reason/death/disability): $12,748,546 (performance awards vesting per plan pro‑rata/certified rules) .
- Non‑compete/non‑solicit/severance multiples: Not disclosed for Robert (no individual employment agreement; severance multiples disclosed only for Michael Greenberg and David Weinberg) .
Compensation Committee, Say‑on‑Pay, and Peer Group
- Committee composition and 2024 meetings: Compensation Committee chaired by Richard Siskind; members independent under NYSE rules; 8 meetings in 2024 .
- Independent advisor: FW Cook retained; Compensation Committee determined independence and no conflicts .
- Say‑on‑Pay: 72% approval at 2023 annual meeting; next say‑on‑pay expected at 2026 annual meeting .
- Peer group (used in 2024 LTI design/benchmarking): Capri Holdings, Carter’s, Columbia Sportswear, Deckers Outdoor, G‑III Apparel Group, Hanesbrands, Hasbro, Levi Strauss, Lululemon Athletica, Mattel, PVH Corp., Ralph Lauren, Tapestry, Under Armour, Wolverine World Wide .
Related Party Transactions and Governance Considerations
- Family employment and services: Multiple Greenberg and Weinberg family members are non‑executive employees (with listed 2024 compensation); payments to entities with Michael Greenberg minority interests (BeachLife Festival, Redondo Beach Hospitality/Hotel) and to a company owned by Robert Greenberg’s son‑in‑law for music services; amounts reviewed/approved under related‑party policy .
- Board leadership: Combined Chair/CEO role; Lead Independent Director appointed (5‑year term from 4/1/2022) to provide independent oversight .
- Director independence: 5 of 8 directors independent under NYSE rules .
Performance Compensation – Detailed Metrics Table
| Component | Metric | Weighting | Target | Actual | Payout/Status | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Net sales growth vs PY (quarterly) | 100% | N/A (formulaic %) | Growth by quarter per table above | $7,267,571 total | Quarterly cash |
| PSAs (2024 grant) | EPS growth (2024–2026, annual tranches) | 50% | 10.0% = 100% (7.5% = 50%; 15% = 200%) | 2024 EPS growth 19.2% | 200% for 2024 tranche | Earned shares vest/issue at end of 3‑year period subject to service |
| PSAs (2024 grant) | 3‑yr TSR vs S&P Retail Select | 50% | 50th pct = 100% (25th=50%; 100th=200%) | In‑flight (3/1/2024–2/28/2027) | TBD | Post period, per plan |
| PSAs (2021 grant) | 3‑yr TSR (3/1/2021–2/29/2024) | — | 50th pct = 100% | 82nd percentile | 164% earned; vested 3/7/2024; issued 3/14/2024 | Completed |
Investment Implications
- Alignment: CEO pay ties heavily to variable components—quarterly net sales growth bonuses and PSAs split 50/50 between EPS growth and relative TSR—providing line‑of‑sight to top‑line scaling and multi‑year shareholder returns; 2024 EPS outperformance yielded max 200% PSA payout for the 2024 tranche .
- Retention and overhang: Significant unvested RSUs/PSAs with scheduled/contingent vesting through 2027 incentivize continued service; no stock options outstanding reduces leverage but concentrates in RSUs/PSAs; sizable vesting/issuance events occur around early March and post‑performance certification dates, which can influence supply dynamics (subject to blackout/policy constraints) .
- Control and governance: Dual‑class structure and Voting Trust centralize control (~55.1% voting influence for Robert Greenberg), limiting shareholder ability to drive governance change; combined Chair/CEO role is partially mitigated by a Lead Independent Director .
- Pay practices scrutiny: 72% say‑on‑pay support (2023) indicates some shareholder dissent; tax gross‑ups for aircraft and automobiles and numerous related‑party transactions involving family members are potential red flags for governance‑focused investors .
- Change‑of‑control protections: Time‑based awards fully accelerate at CoC; performance awards convert/accelerate under specified conditions; estimated CEO equity acceleration under CoC was material ($11.26m time‑based; up to $19.95m for performance if not assumed/replaced) as of 12/31/2024, which can influence CoC economics and management incentives during strategic processes .