Form 4: Deckers Officer's Equity Changes & New RSU Grants

Deckers Outdoor Corp's Chief Administrative Officer, Thomas Garcia, reported routine equity transactions including tax-related share withholding and new time-based and performance-based RSU grants.

Summary

• Thomas Garcia, Chief Administrative Officer of Deckers Outdoor Corp (DECK), reported changes in his beneficial ownership of common stock.
• On August 15, 2025, 2,576 shares of common stock were withheld to satisfy tax obligations related to the vesting of restricted stock units previously granted on August 15, 2022, August 15, 2023, and August 15, 2024.
• Mr. Garcia acquired 5,827 Time-Based Restricted Stock Units (RSUs) under the Issuer's 2024 Stock Incentive Plan, which vest 33.33% on August 15, 2026, 33.33% on August 15, 2027, and 33.34% on August 15, 2028, contingent on continuous service.
• He also acquired 17,324 Long-Term Incentive Performance-Based Restricted Stock Units (LTIP Performance RSUs) under the 2024 Stock Incentive Plan.
• The LTIP Performance RSUs may vest based 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, and potential modification based on total shareholder return.
• Following these transactions, Mr. Garcia's direct beneficial ownership includes 54,235 shares of common stock (after tax withholding), 60,062 shares related to time-based RSUs, and a maximum of 77,386 shares related to LTIP Performance RSUs.

Sentiment

Score: 6

Explanation: The filing is largely neutral as it reports routine executive compensation. The grant of new RSUs is a positive for executive alignment and retention, while the tax withholding is a standard part of RSU vesting.

Positives

• The Chief Administrative Officer received new grants of 5,827 time-based Restricted Stock Units (RSUs) and 17,324 performance-based RSUs, aligning executive incentives with company performance and shareholder value.
• The new RSU grants demonstrate ongoing commitment to executive compensation through equity, which can foster long-term retention and performance.

Negatives

• 2,576 shares of common stock were withheld to cover tax obligations, which represents a reduction in the officer's direct shareholding.

Risks

• Time-Based RSUs are subject to continuous service requirements; if these cease to be met, no further vesting will occur and remaining RSUs will not be earned.
• LTIP Performance RSUs are contingent on the Issuer's achievement of pre-established pre-tax income and revenue targets; if performance criteria are not met at the threshold level, no vesting will occur and the RSUs will be cancelled.

Future Outlook

The filing outlines future vesting schedules for time-based RSUs through August 2028 and performance-based RSUs through March 2028, contingent on continuous service and the achievement of specific pre-tax income and revenue targets, potentially modified by total shareholder return.

Industry Context

This Form 4 filing reflects a standard practice in executive compensation within publicly traded companies, where equity grants like RSUs are used to incentivize long-term performance and align management interests with shareholder value. The use of both time-based and performance-based RSUs is a common strategy to balance retention with performance-driven incentives in the consumer discretionary sector.

Comparison to Industry Standards

• The structure of executive equity compensation, combining time-based and performance-based RSUs, is consistent with best practices observed in comparable companies within the apparel and footwear industry, such as Nike (NKE) or Under Armour (UAA), 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 (TSR) as performance criteria for LTIPs aligns with common industry benchmarks for robust performance measurement, similar to compensation plans at Lululemon Athletica (LULU) or Crocs (CROX).

Stakeholder Impact

• Shareholders: The equity grants align the Chief Administrative Officer's interests with shareholder value creation through performance-based incentives and long-term retention.
• Employees: The compensation structure reflects the company's overall incentive philosophy, potentially influencing broader employee compensation strategies.
• Management: The grants provide significant long-term incentives and compensation for the Chief Administrative Officer, contingent on company performance and continued service.

Next Steps

• Continued assessment of the company's achievement of pre-tax income and revenue targets for fiscal years ending March 31, 2026, March 31, 2027, and March 31, 2028, to determine the vesting of LTIP Performance RSUs.
• Monitoring of Thomas Garcia's continuous service with the company for the vesting of Time-Based RSUs on August 15, 2026, August 15, 2027, and August 15, 2028.

Key Dates

Keywords

Deckers Outdoor Corp, DECK, Form 4, SEC filing, Restricted Stock Units, RSU, Performance-Based RSUs, Time-Based RSUs, Executive Compensation, Insider Trading, Equity Grant, Stock Incentive Plan, Corporate Governance