Sector: Consumer Discretionary
DECKERS OUTDOOR CORP · Meeting: September 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2018 with relevant industry and governance experience; DECK's 3-year return of +7.6% is only +0.9pp above the peer median of +6.7%, well within the 35pp underperformance threshold required to trigger a vote against, and attendance exceeds the 75% minimum.
Director since 2021 with strong consumer brands background; no TSR underperformance trigger fires given DECK's 3-year return is essentially in line with the peer median, and attendance exceeds the 75% minimum.
CEO and director since 2024, well within the 24-month new-director exemption from the TSR trigger; brings over 30 years of footwear and apparel industry experience directly relevant to Deckers' business.
Director since 2014 with technology and entrepreneurial expertise; holds 3 outside public board seats, which is below the 4-seat overboarding threshold, and DECK's 3-year TSR does not trigger an underperformance vote against.
Director since 2020 serving as Audit Committee Chair with deep CFO and financial expertise; no TSR underperformance trigger fires and attendance exceeds the 75% minimum.
Director since September 2025, well within the 24-month new-director exemption from the TSR trigger; brings extensive CFO experience at major consumer brands including Starbucks, Hyatt, and Yum! Brands.
Director since 2021 with venture capital and consumer technology experience; no TSR underperformance trigger fires and attendance exceeds the 75% minimum.
Director since 2020 with deep luxury consumer brand CEO experience including Tapestry; no TSR underperformance trigger fires and attendance exceeds the 75% minimum.
Director since 2011 with extensive retail, legal, and compliance expertise from a 16-year career at Gap Inc.; no TSR underperformance trigger fires and attendance exceeds the 75% minimum.
Director since 2014 with digital technology and marketing expertise from Google; no TSR underperformance trigger fires and attendance exceeds the 75% minimum.
All ten director nominees receive a FOR vote. DECK's 3-year price return of +7.6% is essentially in line with its compensation peer group median of +6.7% — a gap of only +0.9 percentage points, far below the 35-point underperformance threshold that would trigger votes against directors under the policy. Two directors (Caroti, Grismer) joined within the past 24 months and are exempt from the TSR trigger. No overboarding, attendance, or independence concerns were identified for any nominee.
CEO
Stefano Caroti
Total Comp
$10,051,429
Prior Support
92.7%%
CEO total compensation of approximately $10.1 million is reasonable for a Consumer Discretionary company of Deckers' size (~$13.3B market cap) that delivered 9.8% revenue growth and 10.9% diluted EPS growth in fiscal year 2026. The pay structure is sound: fixed base salary represents only 12% of the CEO's total target compensation, with 88% performance-based, well above the 50-60% variable pay threshold required by policy. Prior Say on Pay support was 92.7% at the 2025 annual meeting, reflecting consistent stockholder approval, and the pay-for-performance alignment is reinforced by the 2024 long-term performance stock awards vesting at 200% of target alongside strong TSR versus peers.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,961,000
Non-Audit Fees
$13,000
Non-audit fees (tax fees of $13,000) represent less than 1% of audit fees ($2,961,000), far below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a $13B market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and no material restatements were identified.
The 2026 Deckers Outdoor annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory vote on executive pay. All three receive FOR votes — the director slate shows no overboarding, independence, or TSR underperformance issues; KPMG's non-audit fees are negligible; and the executive compensation program demonstrates strong pay-for-performance alignment with 88% of CEO pay variable and prior shareholder support above 92%.
20 companies disclosed in 2026 proxy filing
