Designer Brands (DBI) Proxy filing summary

Executive summary

• Fiscal 2025 saw disciplined execution, sequential improvement in key financial metrics, and a focus on transformation initiatives, including assortment elevation, inventory productivity, and brand positioning campaigns.

• Organizational changes in early 2026 included new CFO and COO appointments, retail structure streamlining, and shared services right-sizing to enhance efficiency and collaboration.

• Strategic priorities for 2026 include merchandise focus, DSW brand amplification, in-store experience elevation, and scaling the Brand Portfolio segment.

Voting matters and shareholder proposals

• Shareholders will vote on: election of four Class I directors (to serve until 2029), ratification of Deloitte as independent auditor for 2026, advisory approval of 2025 executive compensation, and amendments to the Code of Regulations (advance notice, voting standards, uncertificated shares, indemnification, Board amendment authority, and technical changes).

• Each sub-proposal under Code of Regulations amendments is voted on separately and not contingent on others.

Board of directors and corporate governance

• Board consists of 12 members divided into three classes, with two-thirds independent and all committees fully independent.

• Board leadership structure separates CEO and Executive Chairman roles; independent directors meet regularly without management.

• Annual Board and committee evaluations, stock ownership guidelines, anti-hedging/pledging policy, and robust shareholder engagement practices are in place.

• Board diversity: 33% female, 25% racially/ethnically diverse, 42% age 65 or under.