Designer Brands (DBI) Proxy Filing summary

Executive summary

• Fiscal 2024 saw a return to positive comparable sales in Q4 after nine quarters of declines, despite a 2.1% decrease in net sales to $3.0 billion and a net loss of $10.5 million.

• Leadership was refreshed with new presidents for DSW and Brands, a new CMO, and a new Head of Merchandising, driving strategic progress and operational improvements.

• The company focused on brand portfolio optimization, cost reduction, and enhancing the omnichannel customer experience.

• Macro uncertainty, especially tariffs, is expected to impact fiscal 2025, with continued focus on expense management and private label brand growth.

Voting matters and shareholder proposals

• Shareholders will vote on the election of four Class III directors, ratification of Deloitte as independent auditor for fiscal 2025, and an advisory resolution on executive compensation.

• The board recommends voting FOR all proposals.

• Shareholders may also submit director nominations and proposals for the 2026 meeting, following specific advance notice requirements.

Board of directors and corporate governance

• The board consists of eleven members divided into three classes, with over two-thirds independent and all committees composed entirely of independent directors.

• Separate CEO and Executive Chairman roles are maintained; independent directors meet regularly without management.

• Annual board and committee evaluations are conducted, and there are robust stock ownership guidelines and anti-hedging policies.

• Four standing committees: Audit, Human Capital and Compensation, Nominating and Corporate Governance, and Technology.