Form 4: Deckers Executive Boosts Equity Holdings

Deckers Outdoor Corp's President of Global Marketplace, Marco Ellerker, increased his beneficial ownership through new RSU grants, while shares were withheld for tax obligations.

Summary

• Marco Ellerker, President, Global Marketplace at Deckers Outdoor Corp (DECK), reported changes in his beneficial ownership of common stock.
• On August 15, 2025, 1,043 shares of common stock were withheld to satisfy tax withholding obligations related to the vesting of previously granted restricted stock units (RSUs).
• Ellerker acquired 3,885 shares of common stock through a grant of Time-Based Restricted Stock Units (RSUs) under the Issuer's 2024 Stock Incentive Plan.
• These Time-Based RSUs will vest in three annual installments: 33.33% on August 15, 2026, 33.33% on August 15, 2027, and 33.34% on August 15, 2028, contingent on continuous service.
• An additional 11,548 shares (maximum potential) were acquired through a grant of Long-Term Incentive Performance-Based Restricted Stock Units (LTIP Performance RSUs) under the 2024 Stock Incentive Plan.
• The vesting of LTIP Performance RSUs is tied to Deckers' 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, Ellerker's direct beneficial ownership of common stock increased to 42,284 shares, including the maximum potential from LTIP Performance RSUs.

Sentiment

Score: 6

Explanation: The filing indicates a standard executive compensation event, aligning management incentives with future company performance. While routine, the significant grant of performance-based RSUs suggests a positive outlook on future growth potential, balanced by the tax withholding.

Positives

• The grant of 3,885 Time-Based RSUs and up to 11,548 LTIP Performance RSUs aligns executive incentives with long-term company performance and shareholder value.
• The performance-based nature of the LTIP RSUs ties a significant portion of executive compensation directly to the achievement of specific financial targets (pre-tax income and revenue) and total shareholder return.

Negatives

• 1,043 shares of common stock were withheld to cover tax obligations, reducing the immediate net shares received from vested RSUs.

Risks

• The vesting of the 11,548 LTIP Performance RSUs is contingent on the Issuer's achievement of pre-established pre-tax income and revenue targets, and total shareholder return, meaning the full amount may not vest if performance criteria are not met.
• 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.
• The Time-Based RSUs require continuous service; if continuous service requirements cease to be met, no further vesting will occur, and remaining Time-Based RSUs will not be earned.

Future Outlook

Future executive compensation is significantly tied to the company's financial performance, with new Time-Based RSUs vesting annually through August 2028 and Long-Term Incentive Performance-Based RSUs vesting in March 2028, contingent on achieving specific pre-tax income and revenue targets for fiscal years ending March 2026, 2027, and 2028, and total shareholder return.

Industry Context

This Form 4 filing reflects a routine executive compensation event, common across publicly traded companies, where long-term incentives like RSUs are granted to align management interests with shareholder value. The use of both time-based and performance-based RSUs is a standard practice in the consumer discretionary and apparel industry to retain talent and incentivize strong financial results.

Comparison to Industry Standards

• The structure of executive compensation, utilizing both time-based and performance-based restricted stock units, is consistent with best practices observed in comparable companies within the apparel and footwear industry, such as Nike, Under Armour, and Lululemon, which often tie a significant portion of executive pay to long-term performance metrics.
• The inclusion of pre-tax income, revenue targets, and total shareholder return as performance criteria for LTIPs aligns with common industry benchmarks for incentivizing sustainable growth and shareholder returns.

Stakeholder Impact

• Shareholders: The RSU grants align executive incentives with long-term shareholder value creation through performance-based vesting criteria.
• Employees: The compensation structure for a key executive may set a precedent or reflect the company's overall approach to long-term incentives for its workforce.
• Management: Marco Ellerker's compensation is now more directly tied to the company's future financial and stock performance, incentivizing strategic execution.

Next Steps

• Continued service by Marco Ellerker to meet vesting conditions for Time-Based RSUs.
• Deckers Outdoor Corp's performance against pre-tax income and revenue targets for fiscal years ending March 31, 2026, March 31, 2027, and March 31, 2028, will determine the vesting of LTIP Performance RSUs.
• The final vesting of LTIP Performance RSUs is scheduled for March 31, 2028.
• Subsequent vesting events for Time-Based RSUs are scheduled for August 15, 2026, August 15, 2027, and August 15, 2028.

Key Dates

Keywords

Deckers Outdoor Corp, DECK, SEC Form 4, Insider Trading, Restricted Stock Units, RSUs, Executive Compensation, Long-Term Incentive Plan, Performance-Based Compensation, Stock Incentive Plan, Beneficial Ownership