Form 4: Deckers CEO Caroti's Equity Holdings Update

Deckers Outdoor Corp. President & CEO Stefano Caroti reported changes in his beneficial ownership, including the vesting of restricted stock units and new performance-based awards.

Summary

• Stefano Caroti, President & CEO of Deckers Outdoor Corp., reported changes in his beneficial ownership of company securities.
• 7,946 shares of Common Stock were withheld to satisfy tax obligations incident to the vesting of previously granted restricted stock units (RSUs) on August 15, 2025.
• 27,195 Time-Based Restricted Stock Units (RSUs) were acquired on August 15, 2025, granted under the Issuer's 2024 Stock Incentive Plan.
• These Time-Based RSUs are scheduled to vest as to 33.33% on August 15, 2026, 33.33% on August 15, 2027, and 33.34% on August 15, 2028, contingent on continuous service.
• 80,846 Long-Term Incentive Performance-Based Restricted Stock Units (LTIP Performance RSUs) were acquired on August 15, 2025, representing the maximum number that may vest.
• The LTIP Performance RSUs are tied to 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 potential modification based on total shareholder return.
• The LTIP Performance RSUs have a cliff vesting date of March 31, 2028; if performance criteria are not met at the threshold level, no vesting will occur.
• Following these transactions, Caroti's direct beneficial ownership of Common Stock is 332,466 shares, which includes the maximum potential LTIP RSUs.

Sentiment

Score: 7

Explanation: The filing details a standard executive compensation structure, including both time-based and performance-based equity awards, which generally aligns management incentives with long-term company performance and shareholder value creation. This is a routine disclosure.

Positives

• The grant of new time-based and performance-based RSUs aligns management's incentives with long-term shareholder value creation.
• Performance-based awards are tied to specific, measurable financial targets (pre-tax income, revenue, total shareholder return), indicating a focus on achieving strategic objectives.

Negatives

• 7,946 shares were withheld for tax obligations, which is a standard practice but reduces the immediate net increase in direct ownership from vested RSUs.

Risks

• LTIP Performance RSUs may not vest if the Issuer's performance criteria (pre-tax income, revenue targets, total shareholder return) are not achieved at the threshold level, leading to the cancellation of the award.
• Time-Based RSUs require continuous service; if continuous service requirements cease to be met, no further vesting will occur and remaining RSUs will not be earned.

Future Outlook

The company's executive compensation structure includes forward-looking incentives, with Time-Based RSUs vesting through August 2028 and LTIP Performance RSUs tied to fiscal year performance targets through March 2028, with a cliff vesting date in March 2028.

Management Comments

• Shares were withheld to satisfy tax withholding obligations incident to the vesting of previously granted restricted stock units on August 15, 2025.
• Time-Based Restricted Stock Units were granted pursuant to the Issuer's 2024 Stock Incentive Plan and vest over three years subject to continuous service requirements.
• Long-Term Incentive Performance-Based Restricted Stock Units were granted pursuant to the Issuer's 2024 Stock Incentive Plan and may vest based on achievement of pre-established pre-tax income and revenue targets for fiscal years ending March 31, 2026, 2027, and 2028, subject to modification based on total shareholder return.

Industry Context

This filing is a routine disclosure of executive compensation and insider stock transactions, a common practice across publicly traded companies to ensure transparency regarding management's equity holdings and incentive structures.

Comparison to Industry Standards

• The compensation structure, which includes a mix of time-based and performance-based restricted stock units, is consistent with common executive incentive alignment practices observed in many publicly traded companies across various industries.
• Tying performance-based awards to specific financial metrics like pre-tax income, revenue, and total shareholder return is a widely adopted method to align executive interests with long-term company performance and shareholder value creation.

Related Party Transactions

• Grant of 27,195 Time-Based Restricted Stock Units and 80,846 Long-Term Incentive Performance-Based Restricted Stock Units to President & CEO Stefano Caroti as part of his executive compensation package.

Stakeholder Impact

• Shareholders: The executive compensation structure, particularly the performance-based awards, aims to align management's long-term interests with shareholder value creation by tying vesting to financial and total shareholder return metrics.

Next Steps

• Continued vesting of Time-Based RSUs on August 15, 2026, August 15, 2027, and August 15, 2028.
• Assessment of company performance against pre-tax income and revenue targets for fiscal years ending March 31, 2026, March 31, 2027, and March 31, 2028, to determine LTIP Performance RSU vesting.
• Cliff vesting of LTIP Performance RSUs on March 31, 2028, contingent on performance criteria.

Key Dates

Recommendation

This Form 4 details routine executive compensation, including the vesting of previously granted restricted stock units and the grant of new time-based and performance-based equity awards. While the performance-based awards align management incentives with long-term shareholder value, this filing alone does not provide new fundamental information to warrant a change in investment thesis. It's a standard disclosure of insider holdings and compensation structure.

Keywords

Deckers Outdoor Corp, DECK, Form 4, Insider Trading, Restricted Stock Units, Performance Shares, Executive Compensation, Stefano Caroti