Form 4: DECK Officer's Equity Grants & Tax Withholding

Deckers Outdoor's Chief Supply Chain Officer, Angela Ogbechie, received new equity grants tied to future performance and time, while also having shares withheld for tax obligations.

Summary

• Angela Ogbechie, Chief Supply Chain Officer, had 1,504 shares of common stock withheld on August 15, 2025, to satisfy tax withholding obligations related to the vesting of previously granted restricted stock units.
• On the same date, she acquired 4,273 time-based restricted stock units (RSUs) under the Issuer's 2024 Stock Incentive Plan, which will vest in three equal annual installments of 33.33%, 33.33%, and 33.34% on August 15, 2026, August 15, 2027, and August 15, 2028, respectively, subject to continuous service.
• Additionally, a maximum of 12,704 Long-Term Incentive Performance-Based Restricted Stock Units (LTIP Performance RSUs) were granted, contingent on the Issuer's achievement of pre-established pre-tax income and revenue targets for fiscal years ending March 31, 2026, March 31, 2027, and March 31, 2028, with a cliff vesting date of March 31, 2028.
• Following these transactions, Angela Ogbechie beneficially owns 18,476 direct shares of common stock from the tax withholding transaction, 22,749 direct shares including the time-based RSUs, and 35,453 direct shares including the maximum potential LTIP Performance RSUs.

Sentiment

Score: 7

Explanation: The filing indicates ongoing executive compensation and retention through equity grants, which is generally positive for aligning management with shareholder interests. The performance-based awards demonstrate a commitment to future financial targets, reflecting a forward-looking incentive structure.

Positives

• The grant of 4,273 time-based restricted stock units provides a retention incentive for the Chief Supply Chain Officer.
• The grant of a maximum of 12,704 performance-based restricted stock units aligns executive compensation directly with the company's future financial performance, specifically pre-tax income and revenue targets, and total shareholder return.

Negatives

• 1,504 shares were withheld to cover tax obligations, reducing the immediate beneficial ownership from previously vested awards.

Risks

• Vesting of the 4,273 time-based restricted stock units is subject to continuous service requirements; if these requirements cease to be met, no further vesting will occur.
• The vesting of the 12,704 LTIP Performance RSUs is entirely contingent on the Issuer's achievement of pre-established pre-tax income and revenue targets for fiscal years ending March 31, 2026, March 31, 2027, and March 31, 2028, and subject to modification based on total shareholder return.
• If the Performance Criteria for the LTIP Performance RSUs are not achieved at the threshold level, no vesting will occur, and the RSUs will be cancelled.

Future Outlook

The company's executive compensation strategy includes forward-looking incentives tied to achieving specific pre-tax income and revenue targets for fiscal years ending March 31, 2026, 2027, and 2028, and total shareholder return, indicating a focus on long-term financial performance and value creation. Time-based equity awards also extend through August 2028.

Industry Context

This filing represents a routine disclosure of executive compensation through equity awards, a common practice in publicly traded companies to align the interests of key management personnel with those of shareholders. The use of both time-based and performance-based restricted stock units is a standard approach to incentivize retention and achievement of strategic financial goals within the consumer discretionary sector.

Stakeholder Impact

• Shareholders: The equity grants, particularly the performance-based RSUs, aim to align the Chief Supply Chain Officer's incentives with long-term shareholder value creation by tying compensation to company financial performance and total shareholder return.
• Employees: This filing reflects the company's ongoing executive compensation strategy, which can influence overall compensation philosophy and talent retention.

Next Steps

• Vesting of 33.33% of Time-Based RSUs on August 15, 2026.
• Vesting of 33.33% of Time-Based RSUs on August 15, 2027.
• Determination of LTIP Performance RSUs vesting based on achievement of performance criteria for fiscal years ending March 31, 2026, March 31, 2027, and March 31, 2028.
• Cliff vesting of LTIP Performance RSUs on March 31, 2028, contingent on performance criteria.
• Vesting of 33.34% of Time-Based RSUs on August 15, 2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including the vesting of prior equity awards, tax withholding, and new grants of time-based and performance-based restricted stock units. While the new performance-based awards align executive incentives with future company performance, the filing itself does not contain new financial results or strategic shifts that would warrant a change in investment recommendation. It's a standard disclosure of an insider's equity movements, which typically does not have a significant impact on stock price.

Keywords

Deckers Outdoor Corp, DECK, SEC Form 4, insider transaction, restricted stock units, RSU, performance-based RSU, executive compensation, stock incentive plan, Angela Ogbechie, Chief Supply Chain Officer