Document

DEF 14A 1 def14a-april92021.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934


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Designer Brands Inc.
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April 9, 2021

Dear Designer Brands Shareholder:

You are cordially invited to attend the 2021 Annual Meeting of Shareholders of Designer Brands Inc., at 11:00 a.m. Eastern Time on May 27, 2021. This year, in light of the continuing impact of the COVID-19 pandemic, and to support the well-being of our associates and shareholders, the Annual Meeting will again be held in a virtual-only format. All holders of shares of our outstanding common stock as of the close of business on April 1, 2021 are entitled to vote at the meeting. Details of the business to be conducted at the meeting are given in the Notice of 2021 Annual Meeting of Shareholders and the Proxy Statement, which are included on the following pages. Instructions for accessing the virtual meeting webcast online are also included in the Proxy Statement.

Your vote is important. Whether or not you plan to attend the annual meeting virtually, please vote as soon as possible. As an alternative to voting during the annual meeting, you may vote in advance via the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure you have a say on the important issues to be voted on at the annual meeting.

We appreciate your support of Designer Brands Inc.

Roger L. Rawlins

Chief Executive Officer


NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS DESIGNER BRANDS INC.

810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100


			Meeting Date and Time Thursday, May 27, 2021 at 11:00 a.m. Eastern Time
			Meeting Location Due to concerns relating to the coronavirus pandemic (COVID-19), and to support the health and well-being of our shareholders and employees, Designer Brands Inc. will have a virtual-only annual shareholders’ meeting in 2021, conducted exclusively via live audio cast at www.virtualshareholdermeeting.com/DBI2021. There will not be a physical location for our 2021 Annual Meeting of Shareholders (our “2021 Annual Meeting”), and you will not be able to attend the meeting in person. See below for important information.

April 9, 2021

To Our Shareholders:

Designer Brands Inc. (the “Company”) will hold our 2021 Annual Meeting on May 27, 2021, at 11:00 a.m., Eastern Time. Shareholders will be asked to vote upon the following proposals:


Agenda		Board’s Voting Recommendation
Proposal 1	To elect four Class II directors, each to serve until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified;	ü FOR each director nominee
Proposal 2	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2022; and	ü FOR
Proposal 3	To approve, on a non-binding, advisory basis, the compensation paid to our named executive officers in fiscal 2020, as reported in this proxy statement.	ü FOR

In addition, we will transact such other business as may properly come before the 2021 Annual Meeting or any adjournment, continuation, or postponement thereof.

Who Can Vote: Only the holders of record of our Class A and Class B Common Shares at the close of business on April 1, 2021, our record date for the 2021 Annual Meeting of Shareholders, are entitled to notice of and to vote at the 2021 Annual Meeting. Each shareholder is entitled to one vote for each Class A Common Share held as of the record date, and eight votes for each Class B Common Share held as of the record date.

How to Virtually Attend the Virtual 2021 Annual Meeting: To be virtually admitted to the 2021 Annual Meeting at www.virtualshareholdermeeting.com/DBI2021, you must enter the control number on your proxy card, voting instruction form or Notice of Internet Availability you previously received. Whether or not you plan to virtually attend the 2021 Annual Meeting, we encourage you to vote and submit your proxy in advance of the 2021 Annual Meeting by one of the methods described below. You may also vote online and examine our shareholder list during the 2021 Annual Meeting by following the instructions provided on the meeting website during the 2021 Annual Meeting. To vote online during the meeting, visit www.virtualshareholdermeeting.com/DBI2021. For more information, please see page 66.

IMPORTANT VOTING INFORMATION:

We will provide the Notice of Internet Availability, electronic delivery of the 2021 Proxy Statement, the 2020 Annual Report on Form 10-K and a proxy card to shareholders beginning on or about April 9, 2021.

Please carefully review the proxy materials and follow the instructions below to cast your vote. For more information regarding voting at the virtual 2021 Annual Meeting, please see page 66.

HOW TO VOTE


Registered Shareholders			If you hold shares through the Company’s transfer agent, Computershare Limited, please use one of the following options to vote by 11:59 p.m., Eastern Time on May 26, 2021: • By Internet — www.proxyvote.com • By Telephone — 800.690.6903 (dial toll-free 24/7) • By Mail — If you received a proxy card by mail, please mark, date, sign and return it in the postage-paid envelope furnished for that purpose.
Beneficial Owners			If you hold shares through your bank or brokerage account (i.e., in “street name”), please use one of the following options to vote by 11:59 p.m., Eastern Time on May 26, 2021: • By Internet — www.proxyvote.com • By Telephone — 800.690.6903 (dial toll-free 24/7) • By Mail — If you received a voting instruction form by mail, please mark, date, sign and return it in the postage-paid envelope furnished for that purpose.

YOUR VOTE IS IMPORTANT

Please consider the issues presented in this proxy statement and vote your shares, by Internet or telephone, or sign, date and return your proxy card, as promptly as possible.


Important notice regarding the availability of proxy materials for the 2021 Annual Meeting of Shareholders to be held on May 27, 2021: This Notice of Annual Meeting, the accompanying Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended January 30, 2021 are all available at www.proxyvote.com.

iii

Table of Contents


			Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
P ROXY STATEMEN T SUMMARY			1
PROXY STATEMENT			8
PROPOSAL 1 — ELECTION OF DIRECTORS			9
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			15
OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION			16
ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE			23
AUDIT AND OTHER SERVICE FEES			29
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30
AUDIT COMMITTEE REPORT			31
COMPENSATION DISCUSSION AND ANALYSIS			32
REPORT OF THE COMPENSATION COMMITTEE			46
COMPENSATION TABLES			47
FISCAL YEAR 20 20 D IRECTOR COMPENSATION			57
PROPOSAL 3 — ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			58
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			62
VIRTUAL MEETING INFORMATION			66
OTHER MATTERS			67

PROXY STATEMENT SUMMARY

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Designer Brands Inc., an Ohio corporation, for use at the 2021 Annual Meeting of Shareholders to be held on May 27, 2021, at 11:00 a.m., Eastern Time via live audio cast at www.virtualshareholdermeeting.com/DBI2021. It is first being mailed to the shareholders on or about April 9, 2021. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. (“We,” “our,” “us,” “Designer Brands,” “DBI,” and the “Company” refer to Designer Brands Inc.)

DESIGNER BRANDS INC. 2021 ANNUAL MEETING OF THE SHAREHOLDERS

TIME AND DATE

May 27, 2021

11:00 a.m., Eastern Time

PLACE

Virtual-only meeting via live audio cast, accessible at:

www.virtualshareholdermeeting.com/DBI2021

RECORD DATE

April 1, 2021


HOW TO ATTEND

:			To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/DBI2021 and enter the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

HOW TO VOTE

)

BY TELEPHONE

BY INTERNET

BY MAIL

VIRTUALLY

Call toll-free 24/7

1.800.690.6903

Visit 24/7

www.proxyvote.com

Complete, date, and sign your proxy card and send by mail in the enclosed postage-paid envelope

Virtually attend the annual meeting as an authenticated shareholder and cast your ballot online during the virtual meeting


PROPOSALS REQUIRING YOUR VOTE
Your vote is very important to us and our business. Please cast your vote immediately on all of the proposals to ensure that your shares are represented.


						Board Recommendation
PROPOSAL 1 — Election of Class II Directors						FOR
The four Class II director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to management.


PROPOSAL 2 — Ratification of Appointment of Deloitte & Touche LLP						FOR
The Audit Committee approved the retention of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2021. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s selection of the independent auditor.
PROPOSAL 3 — Advisory Approval of Named Executive Officer Compensation						FOR
The Company’s executive compensation program is designed to create a direct linkage between shareholders’ interests and management, with incentives specifically tailored to the achievement of short- and long-term goals.


BOARD OF DIRECTORS

The following table provides summary information about each director currently serving on our Board of Directors (“Board”). Our Board is divided into three classes and is currently composed of two directors in Class I, four directors in Class II, and four directors in Class III. Directors serve for three-year terms with one class of directors elected by our shareholders at each annual meeting.

Name

Age

Director
Since

Occupation

Independent

Current Committee Memberships

Class I – Term Expires 2023

Harvey L. Sonnenberg

2005

Former Partner of Weiser, LLC

Yes

•AC†

•TC

Allan J. Tanenbaum

2005

Of Counsel of Taylor English Duma, LLC

Yes

•AC

•NCGC

Class II – Term Expires 2021

Peter S. Cobb

2017

Founder and Former Executive Vice President of eBags

Yes

•NCGC†

•CC

•TC

Jay L. Schottenstein*

2005

Chief Executive Officer of American Eagle Outfitters, Inc.

—

Roger L. Rawlins

2016

Chief Executive Officer of Designer Brands Inc.

—

Joanne Zaiac

2016

Former Chief Client Officer of Dentsu Aegis Network

Yes

•CC

•TC

Class III – Term Expires 2022

Elaine J. Eisenman

2008

Managing Director of Saeje Advisors

Yes

•CC†

•AC

Joanna T. Lau

2008

Chief Executive Officer of Lau Technologies

Yes

•TC†

•CC

•NCGC

Joseph A. Schottenstein

2012

Chief Operating Officer and Executive Vice President of Acquisitions and Leasing at Schottenstein Property Group (SPG) and Schottenstein Realty, LLC

—

Ekta Singh-Bushell

2018

Former Chief Operating Officer, Executive Office, at the Federal Reserve Bank of New York

Yes

•AC

•NCGC


*						Executive Chairman of the Board
AC						Audit Committee
CC						Compensation Committee
NCGC						Nominating and Corporate Governance Committee
TC						Technology Committee
†						Committee Chair

Snapshot of Certain Board Characteristics

Summary of Director Skills

Our directors bring to our Board a wide variety of skills, qualifications, and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our shareholders. The table below is a summary of the range of skills and experiences that each director brings to the Board, and which we find to be relevant to our business. Because it is a summary, it does not include all of the skills, experiences, and qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it. All of our directors exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

Attributes, Experience, and Skills

Leadership Experience

Retail Industry Experience

Financial Expertise

Audit Committee Financial Expert

International Experience

Marketing and Consumer Insight

Technology and Digital Expertise

Strategic Growth and Business Development Expertise

Human Capital/Talent Management Experience

Risk Management Expertise

Corporate Governance Expertise

Real Estate Experience

Mergers & Acquisitions Experience

Crisis Management Experience

Corporate Social Responsibility Experience

Other Public Company Board Experience

Corporate Governance Highlights

The Board remains committed to strong corporate governance and the protection of long-term shareholder value. Please see “Other Director Information, Board Committees, and Corporate Governance Information” beginning on page 16 for a description of our corporate governance practices. These include, but are not limited to:

•Separate CEO and executive chairman roles

•More than two-thirds of the Board is composed of independent directors

•Majority voting in director elections

•100% independent committee members

•Robust Board evaluation process

•Annual Say-on-Pay Vote

•Stock ownership guidelines for directors and officers

•Board risk oversight

•Independent directors meet without management present

•Anti-hedging and anti-pledging policy

•Code of Conduct for directors, officers, and employees

•Periodic review of committee charters and governance policies

Environmental, Social, and Corporate Governance (ESG)

The Company is committed to good corporate citizenship. Not only do we strive to create positive impacts within our organization, but we aim to better the communities in which we conduct business. Consistent with our core values of Passion, Accountability, Humility, and Collaboration, we continued to focus on sustainability, philanthropy, and associate engagement during fiscal 2020. Please see “Environmental, Social, and Corporate Governance” beginning on page 23 for a description of our ESG practices. These include, but are not limited to:


Sustainability	Charitable Giving & Volunteering	Human Capital Management
We strive to make sustainable and responsible decisions every day —from energy use and waste to materials and suppliers.	We aim to strengthen our local communities through financial support, community engagement, and volunteer service.	One of our core strategies is to invest in and support our associates to differentiate our products and experiences in the competitive footwear market.

Highlights and Key Partnerships


			•4 million pairs of shoes donated •3.7 million shoes diverted from landfills
•Hired a new director of diversity and inclusion •Perfect score on the Human Rights Campaign’s Corporate Equality Index •HRC’S Best Places to Work for LGBT Equality Index •Named Forbes’ “America’s Best Employers for Diversity” List in 2020
DBI SUSTAINABILITY			•Since 2010, reduced energy consumption by 15-17% in stores through our energy management system •Almost all fixtures needed in 2021 are expected to be composed predominately of salvaged fixtures •As of March 2021, 38% of our stores have implemented LED lights for an average reduction in energy consumption of about 46%

Impact of COVID-19

The COVID-19 pandemic occurred suddenly and without warning in the U.S. in March 2020, changing the economic landscape of the country in general, and the retail industry in particular. Designer Brands was required to close all stores on March 18, 2020 and many stores remained closed for months. These closures resulted in a material decrease in our stores’ revenue, while the Company still incurred ongoing operating expenses, which created a liquidity challenge. When stores reopened again, sales continued to be negatively impacted by reduced store traffic. Leadership took bold actions to sustain the business during the shutdown and position the Company to successfully re-open in a new and unpredictable environment. Following the easing of stay-at-home orders and other state-imposed restrictions on non-essential businesses during the second quarter and into the third quarter of fiscal 2020, we re-opened all of our stores, discontinued the furlough program, and restored pay for all associates that had taken pay reductions.

Compensation Highlights

Our executive compensation policies and practices reinforce our pay for performance philosophy and align with sound governance principles and shareholder interests.


Objectives
Attract and retain highly-qualified, experienced executives who can make significant contributions to our long-term business success.	Reward executives for achieving business goals and delivering strong performance.	Align executive incentives with shareholder value creation.


2020 Say-On-Pay
Over 99% of our shareholders voting on the 2020 Say-on-Pay proposal approved the compensation of our named executive officers.


What We Do			What We Don’t Do
ü Emphasis on “at-risk” pay: Heavily weigh at-risk over fixed pay, with significant portion of NEOs’ collective fiscal 2020 target compensation considered to be “at-risk.”			X We don’t guarantee annual salary increases or guarantee bonuses.
ü Retain meaningful stock ownership guidelines: Ownership guidelines align executives’ interests with those of shareholders.			X We don’t count pledged shares toward stock ownership guidelines.
ü Mitigate undue risk: We use caps on potential bonus payments, have a clawback policy applicable to compensation granted under our LTI plan, and maintain active oversight and risk management systems to mitigate risks.			X We don’t set metrics that the Committee believes would create undue risk.
ü Independent executive compensation consultant: The Committee retains an independent compensation consultant on matters surrounding executive and non-employee director pay and governance.			X We don’t grant stock options with an exercise price below 100% fair market value.
ü Apply conservative post-employment and change-in-control provisions: Executive officers are subject to the same provisions as the rest of the employee population that participates in long-term incentives.			X We don’t provide supplemental executive retirement plans or other retirement benefits to NEOs, other than a tax-qualified 401(k) plan available to all employees and a deferred compensation plan available to highly compensated employees.
ü Restrict pledging activity: All executive officers are subject to pre-clearance requirements and restrictions.			X We don’t permit hedging or short-sale transactions. All executive officers, Board members, and associates are prohibited from using financial instruments designed to hedge or offset a decrease in market value of DBI stock.
ü Receive strong shareholder support: Each year that we have held a “say-on-pay” advisory vote, more than 95% of the votes cast on the matter have been in favor of our compensation programs.			X We don’t include favorable impact from changes in tax law or stock buybacks when determining actual performance against financial measures in incentive plans, where applicable.
ü Regularly review share utilization: Management and the Board regularly evaluate share utilization levels by reviewing cost and the dilutive impact of stock compensation.			X We don’t reprice underwater stock options.
ü Limited perquisites: During fiscal 2020, perquisites were limited to security arrangements for Mr. Schottenstein.			X We don’t gross up taxes for perquisites or benefits, except in the case of standard relocation benefits. We don’t gross up for excise taxes upon a change-in-control.


We pay for performance. To incentivize our executive team to achieve our short- and long-term goals, we allocate total direct compensation (salary, short- and long-term incentives) to achieve (and pay for) superior performance. To this end, the total direct compensation of our named executive officers is allocated as follows among pay elements:

DESIGNER BRANDS INC.

810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

PROXY STATEMENT

This proxy statement is provided in connection with the solicitation on behalf of our Board of Directors (the “Board”) for proxies to be voted at our 2021 Annual Meeting of Shareholders to be held at 11:00 a.m., Eastern Time, on Thursday, May 27, 2021, and any postponements, continuations, or adjournments thereof (the “2021 Annual Meeting”). The 2021 Annual Meeting will be a virtual only meeting. Shareholders may participate online by logging onto www.virtualshareholdermeeting.com/DBI2021. There will not be a physical meeting location, and you will not be able to attend the meeting in person. Please see page 66 for important information. This proxy statement, including the Notice of Annual Meeting, is being made available electronically (or is first being mailed to shareholders) on or about April 9, 2021.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record and beneficial owners. If your shares are registered directly in your name with our transfer agent, Computershare Limited (“Computershare”), then you are considered a registered shareholder with respect to those shares. If you hold your shares through an intermediary, such as a bank or broker, then you are considered the beneficial holder of those shares. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice or request to receive a printed set of the proxy materials, at no charge. Instructions on how to access the proxy materials via the Internet or to request a printed copy may be found on the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions on the website referred to in the Notice.

We have two classes of securities outstanding and entitled to vote at the 2021 Annual Meeting: our Class A Common Shares, no par value, and our Class B Common Shares, no par value (together, the “Common Shares”). Only shareholders of record at the close of business on April 1, 2021, our record date for the 2021 Annual Meeting, are entitled to notice of and to vote at the 2021 Annual Meeting or any adjournments, continuations, or postponements thereof. The total number of outstanding Class A Common Shares entitled to vote at the 2021 Annual Meeting is 64,780,833 and the total number of Class B Common Shares entitled to vote at the meeting is 7,732,786. Each outstanding Class A Common Share is entitled to one vote with respect to each matter to be voted on at the meeting and each outstanding Class B Common Share is entitled to eight votes with respect to each matter to be voted on at the meeting. Class A Common Shares and Class B Common Shares vote together as a single class with respect to all matters submitted to a vote of shareholders.

Without affecting any vote previously taken, a proxy may be revoked by a shareholder by giving a written notice of revocation to us in writing (Designer Brands Inc., 810 DSW Drive, Columbus, Ohio 43219, Attention: Corporate Secretary). A holder of record may also revoke or change his or her vote by executing and returning to us a later-dated proxy or by virtually attending the 2021 Annual Meeting and voting online during the meeting. If your Common Shares are held in street name, you must follow the instructions of your broker, bank, or other nominee to revoke your voting instructions.

All properly executed proxies received by the Board will be voted as directed by the shareholder. All properly executed proxies received by the Board that do not specify how shares should be voted will be voted “FOR” the election of the Class II director nominees listed below under “Proposal 1 — Election of Directors,” “FOR” “Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm,” and “FOR” “Proposal 3 — Advisory Vote on the Compensation of Named Executive Officers,” and in the discretion of the named proxies on any other business properly brought before the 2021 Annual Meeting.

The presence, in person or by proxy, of the holders of a majority of the outstanding Common Shares entitled to vote is necessary to constitute a quorum for the transaction of business at the 2021 Annual Meeting. Abstentions, votes to withhold and broker non-votes are counted for purposes of determining the presence or absence of a quorum. Broker non-votes occur when brokers holding shares on behalf of beneficial owners do not receive voting instructions from the beneficial holders and are not permitted to vote on the matter without voting instructions. If a broker does not receive voting instructions, the broker may vote those shares only on matters deemed “routine” by the New York Stock Exchange (the “NYSE”). Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm is deemed a “routine” matter. On non-routine matters, such as the election of directors and the advisory vote on executive compensation, brokers cannot vote unless they receive voting instructions from beneficial holders.

Solicitation of proxies may be made by mail, personal interview and by telephone by our officers, directors, and regular employees. We will bear the cost of the solicitation of proxies, including the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of shares.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board currently consists of ten members and is divided into three classes, designated as Class I, Class II, and Class III. The members of the three classes are elected to serve for staggered terms of three years. Pursuant to Article II, Section 2.02 of our Amended and Restated Code of Regulations (the “Code of Regulations”), the number of directors constituting each class will, as nearly as practicable, be equal.

At the 2021 Annual Meeting, four Class II directors are nominated for election on the Board, each as a Class II director with a term to expire at the 2024 annual meeting of shareholders. Each of the nominees for director currently serves as a director of the Company.

We are committed to strong corporate governance, and our Board regularly reviews our governance structure, including our classified board structure. Our Amended and Restated Articles of Incorporation (the “Articles”) divides our Board into three classes, with each class elected to serve a three-year term. As a result, at each annual meeting of shareholders, approximately one-third of our directors are elected to serve for a three-year term. Our Board has periodically considered the continued appropriateness of this classified board structure and believes that our classified board structure provides important benefits, including:

•Promoting Stability and Continuity. Our classified board structure enhances stability and continuity of leadership because our Board will always include directors with prior experience with our operating and regulatory environment, business, strategic goals, competition, trends, and risks. We believe that these experienced directors help our Board maintain a long-term perspective, leading to decisions that are both in the long-term interests of our company and our shareholders and responsive to short-term needs and objectives.

•Maximizing Shareholder Value. We believe that a classified board enhances our ability to achieve value for our shareholders in the event of an unsolicited takeover. Without a classified board, a potential acquirer could gain control of our Board at a single annual meeting by replacing a majority of directors with its own nominees without paying a premium to our shareholders.

•Enhancing Director Independence. We believe that a classified board with three-year terms enhances non-management directors’ independence from special interest groups or other parties whose goals may not be in the best interests of all of our shareholders.

The names and ages of the “Nominees” and the “Continuing Directors,” their principal occupations during the past five years, and certain other information regarding our directors are provided below.

Class II Director Nominees for a Term to Expire in 2024:


Name	Age	Our Directors and Their Positions with Designer Brands Inc. / Principal Occupations / Business Experience	Director Since	Committees
Peter S. Cobb*	63	Mr. Cobb co-founded eBags in 1998, which grew to become the largest online retailer of luggage, handbags, backpacks, and travel products. Prior to its acquisition by Samsonite International S.A. (Samsonite) in 2017, Mr. Cobb served as Executive Vice President and a member of the Board of Directors of eBags. In 2003, Mr. Cobb co-founded 6pm.com, a full-scale footwear and accessories retail website that was subsequently acquired by Zappos.com. From 1990 to 1996, Mr. Cobb was Director of Marketing at Samsonite International S.A. From 1984 to 1990, Mr. Cobb was the Director of Marketing at Ben Hogan Golf. Mr. Cobb previously served on the board of directors at the National Retail Federation and as the Chairman of Shop.org. Since 2016, Mr. Cobb has served on the Advisory Board of PayPal Holdings Inc. (“PayPal”), where he provides guidance to PayPal, Venmo LLC, and Braintree Payment Solutions LLC, the leading global payments platform supporting online money transfers. Additionally, Mr. Cobb is a frequent speaker on trends in the retail industry. Mr. Cobb is an accomplished executive who brings over 33 years of experience in digital marketing, business development, and merchandising to the Board.	2017	NCGC ** CC TC
Jay L. Schottenstein	66	Mr. Schottenstein has served as our Executive Chairman of the Board of Directors since March 2005. Mr. Schottenstein previously served as our Chief Executive Officer from March 2005 to April 2009. Mr. Schottenstein currently serves as Chairman of the Board of Directors of Schottenstein Realty, LLC. Mr. Schottenstein also currently serves as Chief Executive Officer of American Eagle Outfitters, Inc. (NYSE: AEO) (American Eagle). He has been Executive Chairman or Chairman of the Board of Directors of American Eagle since March 1992, and has been a director of American Eagle since 1992. Mr. Schottenstein has served as Chairman of the Board of Directors of Schottenstein Stores Corporation (SSC), our affiliate, since March 1992. He also served in various capacities, such as Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, director and various executive capacities at SSC and Retail Ventures, Inc. since 1976. Mr. Schottenstein also serves as the manager of Schottenstein RVI, LLC, our affiliate. Mr. Schottenstein has also served as a member of the Board of Directors for Albertsons Investor Holdings LLC (Albertsons/Safeway) since 2006. Mr. Schottenstein’s extensive experience as a chairman and Chief Executive Officer of numerous companies brings strong leadership skills to our Board. Additionally, Mr. Schottenstein’s tenure with the Company provides the Board with valuable institutional knowledge.	2005	-
Roger L. Rawlins	54	Mr. Rawlins has served as our Chief Executive Officer since January 2016. Prior to his appointment, Mr. Rawlins held the position of Executive Vice President and Chief Innovation Officer of the Company since February 2015. From January 2014 to January 2015, he served as our Executive Vice President, Omni Channel. From 2009 to 2013, Mr. Rawlins served as Senior Vice President and General Manager of DSW.com. Mr. Rawlins joined the Company in 2006 as Vice President, Finance and Controller. Prior to joining us, Mr. Rawlins served as Chief Financial Officer of HER Real Living from April 2001 to April 2006. From 1990 to 2001, Mr. Rawlins held several leadership roles within L Brands, Inc. (formerly known as Limited Brands, Inc.), including Controller of Express, Inc. from 1998 to 2001. Prior to serving in that capacity, Mr. Rawlins was in the practice of public accounting with Arthur Andersen & Company. Mr. Rawlins brings strong leadership abilities and in-depth retail knowledge to the Board.	2016	-


Joanne Zaiac*						59						Ms. Zaiac served in several Client leadership roles at Dentsu International from October 2017 to January 2021. She was Chief Client Officer from January 2020 to January 2021 and Client Development Officer from March 2019 to December 2019 for Dentsu International. Between October 2017 and March 2019, Ms. Zaiac was Chief Client Officer and Executive Vice President of Merkle Inc., a global data driven, technology-enabled performance marketing agency part of Dentsu International. Prior to that, Ms. Zaiac was the Chief Operating Officer of Digitas North America, a leading global digital advertising agency, until October 2017. Ms. Zaiac also served as President of Digitas New York region from 1999 to 2016. From 1985 to 1999, Ms. Zaiac was Executive Vice President and Senior Vice President at Wunderman Worldwide/Young & Rubicam. Ms. Zaiac brings a depth of brand-building, marketing expertise, digital media, consumer insights, and leadership and talent development to the Board.						2016			CC TC

Continuing Class I Directors for a Term to Expire in 2023:

Name

Age

Our Directors and Their Positions with Designer Brands Inc. / Principal Occupations / Business Experience

Director Since

Committees

Harvey L. Sonnenberg*

Mr. Sonnenberg was a partner in the certified public accounting firm Weiser, LLP from 1994 to 2009 and currently serves as an advisor to that firm. Mr. Sonnenberg served in the United States Army and National Guard from 1964 to 1970. In addition, Mr. Sonnenberg has been active in a number of professional organizations, including the American Institute of Certified Public Accountants, where he served as a member of Council, and the New York State Society of Certified Public Accountants, where he served as Vice President and as Chairman of numerous committees, including the Retail Accounting Committee, and has long been involved in rendering audit, accounting, and consulting services to the retail, apparel, and consumer products industries. Mr. Sonnenberg was a director of Retail Ventures, Inc. from 2001 until May 2011. Mr. Sonnenberg is a certified public accountant and was the partner-in-charge of his firm’s Sarbanes-Oxley and Corporate Governance practice. Mr. Sonnenberg’s strong accounting background and his deep knowledge of the changing retail environment and its impact on our Company provide significant accounting and related financial management experience to the Board.

2005

AC **

Allan J. Tanenbaum*

Mr. Tanenbaum has been Of Counsel to Taylor English Duma, LLC, an Atlanta-based law firm, since September 2014, and General Counsel and Managing Partner of Equicorp Partners, LLC, an Atlanta-based private investment and advisory firm, since January 2006. From February 2001 to December 2005, Mr. Tanenbaum served as Senior Vice President, General Counsel and Corporate Secretary for AFC Enterprises, Inc., a franchisor and operator of quick-service restaurants. From June 1996 to February 2001, Mr. Tanenbaum was a shareholder in Cohen Pollock Merlin Axelrod & Tanenbaum, P.C., an Atlanta-based law firm, where he represented corporate clients in connection with mergers and acquisitions and other commercial transactions. Mr. Tanenbaum has been a member of the board of directors of Medallion Financial Corporation (Nasdaq: MFIN), since October 2017, and currently serves as Chair of its nominating and governance committee and Chair of its compensation committee. With his legal background and service as general counsel of a public company, Mr. Tanenbaum brings valuable board governance experience to our Board.

2005

NCGC

Continuing Class III Directors for a Term to Expire in 2022:

Name

Age

Our Directors and Their Positions with Designer Brands Inc. / Principal Occupations / Business Experience

Director Since

Committees

Elaine J. Eisenman*

Since August 2016, Dr. Eisenman has served as Managing Director of Saeje Advisors LLC, an advisory firm for high-growth companies. In this role, Dr. Eisenman provides strategic advisory services to companies from a wide variety of industries and global locations. From July 2005 through August 2016, Dr. Eisenman served as Dean of Executive and Enterprise Education at Babson College. Prior to that, in 2004 and 2005, she served as Senior Vice President of Human Resources and Administration of The Children’s Place Retail Stores, Inc. (Nasdaq: PLCE). Dr. Eisenman has also held senior executive positions at American Express Company, between 1995 and 1998, Enhance Financial Services Co., between 1999 and 2003, and private companies such as PDI International, a global consulting firm, between 1990 and 1995. Dr. Eisenman serves as the President of the New England chapter of the Private Directors Association, a national firm focused on creating governance excellence for private company boards. Dr. Eisenman is also a founding member, advisory board member and Co-Chair of the Boston chapter of the Women Corporate Directors Foundation, the preeminent global organization for women who sit on public boards. Dr. Eisenman previously served on the board and as Chairperson of the compensation committee of Harvard Vanguard Medical Associates. With a background in human resources, a deep expertise in executive selection, compensation, and succession planning, and experience consulting with many companies and boards regarding executive succession as well as the selection and successful integration of their key executives, Dr. Eisenman brings valuable experience to our Board and Compensation Committee.

2008

CC **
AC

Joanna T. Lau*

Ms. Lau currently serves as Chief Executive Officer of Lau Technologies Inc., an executive consulting and investment company focused on providing debt and equity financing and consulting to mid-range companies. Ms. Lau founded Lau Technologies Inc. in 1990 and has been responsible for managing all aspects of the company from financing growth to the quality of the performance of the products previously sold by the company. Ms. Lau held leadership positions with Digital Equipment Corporation and General Electric Company before founding Lau Technologies Inc. In 2019, Ms. Lau joined the board of trustees of RPT Realty (NYSE: RPT), where she serves as the Chair of the audit committee and member of the nominating and governance committee. Ms. Lau also served on the board of directors of ITT Education Services, Inc. until 2016, and she served on the board of directors of TD Banknorth, Inc. until 2007. Additionally, Ms. Lau has experience in mergers, acquisitions and debt financing. She also provides expertise in biometric security and software industries. Ms. Lau brings a strong background in technology, strategic operations, and executive leadership to our Board.

2008

TC **
NCGC
CC

Joseph A. Schottenstein

Mr. Schottenstein is a director, Chief Operating Officer, and Executive Vice President of Acquisitions and Leasing at Schottenstein Property Group (SPG) and Schottenstein Realty, LLC. Mr. Schottenstein has held various positions with the Schottenstein family of companies and currently holds a position on the board of directors and as an Executive Vice President in Schottenstein Stores Corporation. Mr. Schottenstein is also involved in the management of Raconteur Fine Wines LLC dba Company Fine Wine. In addition, he holds a position on the board of directors of American Signature, Inc. Mr. Schottenstein assisted with special acquisitions for SPG from 2003 to 2006, served in the property management group of SPG from 2006 to 2008 and served as the Vice President of Leasing at SPG from 2008 through 2010. From June 2004 until joining SPG in 2006, Mr. Schottenstein served as the Co-Manager of Indigo Nation, LLC, a specialty denim retailer. Since its acquisition in 2013, Mr. Schottenstein has served on the board of directors and in an executive capacity of Mayacamas Vineyards, a Napa Valley winery. Mr. Schottenstein brings business expertise in real estate and business development to our Board.

2012

—


Ekta Singh-Bushell*						49						Until 2017, Ms. Singh-Bushell served as Chief Operating Officer, Executive Office, at the Federal Reserve Bank of New York. Prior to that, between 1995 and 2015, she worked in multiple capacities at Ernst & Young LLP (EY) including Northeast Talent Advisory Leader, Global Information Security Officer, US Innovation and Digital Strategy leader, and Senior Managing Partner. Since June 2017, Ms. Singh-Bushell has served on the board of directors, the audit committee, and the nominating and governance committee of TTEC Holdings, Inc. (Nasdaq: TTEC), a global customer experience technology and services provider. She also has served as lead independent director on the board of directors, the audit risk and compliance committee, remuneration and the nominations committees of Datatec, Inc., a multinational information and communications technology solutions and services group, since June 2018. Furthermore, since October 2018, she has served on the board of directors, nominating and corporate governance committee, audit committee chair, and ESG committee of Net 1 UEPS Technologies, Inc. (Nasdaq: UEPS), a leading provider of transaction processing services, financial inclusion products and services and secure payment technology. Additionally, since May 2019, she has served on the board and compensation committee of Huron Consulting Group Inc. (Nasdaq: HURN), a global professional services firm. Ms. Singh-Bushell is an active CPA who brings over 25 years of global management, financial, accounting, digital and technology, cybersecurity, and risk operations experience to our Board. Ms. Singh-Bushell has prior and current experience working to help transform global companies, start-ups, and boards of directors in fintech, data, and B2B platforms.						2018			NCGC AC

_________________________________________

* Independent Directors under the rules of the NYSE and our Corporate Governance Principles.

** Committee Chair

Unless otherwise directed, the persons named in the proxy will vote the proxies “FOR” the election of the above-named nominees as Class II director nominees. While it is contemplated that all nominees will stand for election, in the event any person nominated fails to stand for election, the proxies will be voted for such other person or persons as may be designated by the directors. We have no reason to believe that any of the above-mentioned persons will not stand for election or serve as a director. Proxies cannot be voted for a greater number of persons than the number of nominees named herein.

Vote Required

Under Ohio law and our Code of Regulations, directors are elected by a plurality of the votes cast. This means that the nominees receiving the greatest number of votes voted “FOR” their election will be elected as directors. Withheld and broker non-votes will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election.

Your Board of Directors unanimously recommends a vote “FOR” each of the Class II director nominees.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Our executive officers are appointed annually by our Board and serve at the pleasure of the Board. In addition to Jay Schottenstein and Roger Rawlins, whose information is provided above under “Proposal 1 — Election of Directors,” the following individuals are our executive officers.

Drew T. Domecq, age 47, has served as our Executive Vice President and Chief Information Officer since February 2019. From April 2018 to February 2019, he was our Senior Vice President and Chief Information Officer. Prior to joining Designer Brands Inc., Mr. Domecq was Chief Information Officer at Bob Evans Restaurants, Inc. from 2016 to 2018. Prior to that, he was Vice President of Technology Solutions at The Wendy’s Company from 2013 to 2016. In addition, Mr. Domecq has held leadership positions in the IT teams at Safelite and Qwest Communications and has experience as a consultant and entrepreneur.

Deborah L. Ferrée, age 67, has served as our President since February 2019 and as Vice Chair since January 2006. Ms. Ferrée joined us in November 1997. She served as Vice Chair and Chief Merchandising Officer from January 2006 until February 2019. She served as our President and Chief Merchandising Officer from November 2004 until January 2006. From March 2002 until November 2004, she served as Executive Vice President and Chief Merchandising Officer. Prior to that, she served as Senior Vice President of Merchandising beginning in September 2000, and Vice President of Merchandising beginning in October 1997. Prior to joining us, Ms. Ferrée worked in the retail industry for more than 20 years in various positions, including serving as Divisional Merchandising Manager of Shoes, Accessories and Intimate Apparel for Harris Department Store, women’s buyer for Ross Stores, and Divisional Merchandise Manager of the May Company.

William L. Jordan, age 49, has served as our Executive Vice President and Chief Growth Officer since February 2020. From February 2019 until February 2020, he served as our Executive Vice President of Designer Brands Inc. and President of DSW Shoe Warehouse, Inc., our wholly-owned subsidiary. From May 2018 to January 2019, Mr. Jordan served as President of Town Shoes Limited (now known as Designer Brands Canada Inc.), our Canadian business. From February 2017 to February 2019, he was our Executive Vice President, Chief Administrative Officer, and Chief Legal Officer. In addition, from February 2015 to February 2017, he was our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary. From March 2009 to January 2015, he was our Executive Vice President, General Counsel, Secretary, and Chief Compliance Officer. From May 2008 to March 2009, he was our Senior Vice President, General Counsel, and Secretary. In January 2006, Mr. Jordan joined us as our Vice President, General Counsel, and Secretary. Prior to joining us, he served as Corporate Counsel for Lancaster Colony Corporation beginning in 2005, and was with the firm of Porter, Wright, Morris & Arthur LLP in Columbus, Ohio, from 1997 to 2005, where he specialized in corporate securities and mergers & acquisitions law.

Jared A. Poff, age 48, has served as our Executive Vice President and Chief Financial Officer since October 2018. From November 2016 to October 2018, he was our Senior Vice President and Chief Financial Officer. From June 2016 to November 2016, he was our Senior Vice President, Finance, Treasurer, and Interim Chief Financial Officer. In January 2015, Mr. Poff joined us as Vice President of Finance, Business Development, and Treasurer. Prior to joining Designer Brands Inc., Mr. Poff served as Vice President, Treasurer at Big Lots, Inc. since February 2004.

Mary Turner, age 63, has served as Executive Vice President of Designer Brands Inc. and President of Designer Brands Canada Inc., our wholly-owned subsidiary, since March 2020, where she leads the Shoe Company and Shoe Warehouse banners, as well as DSW’s merchandising and operations in Canada. From February 2019 to March 2020, Ms. Turner served as Senior Vice President of Designer Brands Inc. and President of Designer Brands Canada Inc. Prior to our acquisition of Town Shoes Limited (now known as Designer Brands Canada Inc.) in May 2018, Ms. Turner joined Town Shoes Limited as Chief Merchant in January 2017, and was promoted to Chief Operating Officer for Town Shoes Limited in July 2017, where she led merchandising, planning, marketing, stores, and e-commerce functions of Town Shoes, Shoe Company, Shoe Warehouse and DSW Canada until February 2019. Prior to that, she was an executive with Hudson’s Bay Company for nearly 20 years and held a variety of merchandising roles with Holt Renfrew earlier in her career.

OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION

Board Leadership Structure

Pursuant to our Corporate Governance Principles, the Company does not have a policy with respect to the separation of the offices of Chairman and CEO. The Board believes that the determination of whether these roles should be separated is part of the succession planning process, and that it is in the best interest of the Company for the Board to make a determination in this regard whenever it elects a new CEO.

Since 2009, the Company has had separate CEO and Executive Chairman roles. Our Board periodically assesses these roles and the Board leadership structure to ensure the interests of the Company and its shareholders are best served. The Board believes that the current leadership structure, with a separated Executive Chairman and CEO structure, allows the Executive Chairman to focus on Board responsibilities and the CEO to concentrate on the Company’s administrative and operating functions. Furthermore, this structure supports the efficient allocation of oversight responsibilities between the Board and management.

Mr. Jay Schottenstein has served as our Executive Chairman since 2005. As discussed below, Mr. Schottenstein is not an independent director. While the Board does not have a lead independent director, the independent members of the Board meet in regularly scheduled executive sessions (without management or the Executive Chairman present). Additionally, the Board does not have a designated director who leads executive sessions; instead, the independent directors alternate as the chair of such executive sessions in alphabetical order by last name. The Board believes that the current structure ensures that the independent directors provide sufficient independent oversight of management.

The Executive Chairman and CEO set the agenda for Board meetings with the understanding that certain items pertinent to the advisory and monitoring functions of the Board be brought to it periodically by the Executive Chairman or CEO for review and/or decision. The Executive Chairman is responsible for presiding at regular sessions of the Board. Information and data that is important to the Board’s understanding of the Company’s businesses is distributed in writing to the Board before the Board meets to allow the directors an opportunity to prepare for discussion of the items at the meeting. It is the general policy of the Company that all major decisions be considered by the Board as a whole.

The chairs of our Board committees play an active role in leading our committees by working with management to ensure each committee discusses crucial risks and opportunities of the Company. Agenda items that fall within the scope of responsibilities of a Board committee are set by the chair of that committee. Any member of the Board may request that an item be included on the agenda and is free to raise at any Board or committee meeting subjects that are not on the agenda for that meeting. The Board and each committee have the power to hire independent legal, financial, or other advisors as they may deem necessary, without consulting or obtaining the advanced approval of any officer of the Company and the Company shall be responsible for paying the fees and other costs associated with any such services rendered to the Board or any committee thereof.

Corporate Governance Principles

The Board has adopted Corporate Governance Principles that address Board structure, membership (including nominee qualifications), performance, operations, and management oversight. A current copy of our Corporate Governance Principles can be found at our corporate and investor website at www.designerbrands.com and is available in print (without charge) to any shareholder upon request to 810 DSW Drive, Columbus, Ohio 43219, Attn: Corporate Secretary.

Director Independence

Our director independence standards are set forth in our Corporate Governance Principles. Pursuant to our Corporate Governance Principles, a majority of our directors must be independent. For a director to be considered an “independent director,” the Board must annually determine that he or she satisfies the independence requirements under the NYSE listing standards and any other applicable laws, rules, and regulations. During its annual review of director independence, the Board considered whether there were any transactions or relationships between the Company and any director or any member of his or her immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner, or significant equity holder).

As a result of its annual review, the Board affirmatively determined that the following persons are independent under our independence standards:

•Peter S. Cobb

•Elaine J. Eisenman

•Joanna T. Lau

•Ekta Singh-Bushell

•Harvey L. Sonnenberg

•Allan J. Tanenbaum

•Joanne Zaiac

As Mr. Rawlins is our CEO, he is not independent. In light of his status as an executive officer of the Company, the Board determined that Mr. Jay Schottenstein is not independent. Mr. Joseph Schottenstein, who is Mr. Jay Schottenstein’s son, also is not independent as he is an immediate family member of an executive officer of the Company. Accordingly, the Board is currently 70% independent.

Each of the Nominating and Corporate Governance Committee, Compensation Committee, and Audit Committee are composed entirely of independent directors as defined under applicable SEC rules and the NYSE listing standards. Our Board also has a Technology Committee composed entirely of independent directors.

Family Relationships

Other than Messrs. Jay and Joseph Schottenstein, who are father and son, there are no family relationships among our directors and executive officers.

Meetings

A total of eleven meetings of the Board were held during the fiscal year ended January 30, 2021 (“fiscal 2020”). No director attended less than 75% of the aggregate of (i) the total number of meetings of the Board held during the time in which such director was a member of the Board and (ii) the total number of meetings held by all committees of the Board on which such director served during the period such director served as a member of such committee.

Our Corporate Governance Principles provide that all incumbent directors and director nominees are encouraged to attend our Annual Meeting of Shareholders. All of the Company’s then-serving directors virtually attended our 2020 Annual Meeting of Shareholders.

Board Committees

We have four standing committees of the Board: (1) Nominating and Corporate Governance Committee; (2) Compensation Committee; (3) Audit Committee; and (4) Technology Committee. Each standing committee is governed by a committee charter. A current copy of each committee’s charter can be found on our corporate and investor website at www.designerbrands.com and is available in print (without charge) to any shareholder upon request to 810 DSW Drive, Columbus, Ohio 43219, Attn: Corporate Secretary.

The following chart sets forth the responsibilities and duties and current members of each committee, as well as the number of meetings held by each committee in 2020.


Committee	Responsibilities	Members	Meetings in 2020
Nominating and Corporate Governance Committee	The purpose of the Nominating and Corporate Governance Committee is to provide oversight on the broad range of issues surrounding the composition and operation of Board, including: •identifying individuals qualified to become Board members consistent with criteria approved by the Board; •recommending to the Board director nominees for the next annual meeting of shareholders; •developing and recommending to the Board a set of corporate governance principles applicable to the Company; •making recommendations to the Board and the Chairman of the Board in the areas of committee selection, including: ◦committee chairs; ◦rotation practices; ◦evaluation of the overall effectiveness of the Board and management; and ◦review and consideration of developments in corporate governance practices.	Mr. Cobb (Chair) * Mr. Tanenbaum * Ms. Lau * Ms. Singh-Bushell *	5
Compensation Committee	The Compensation Committee is responsible for: •discharging the Board’s responsibilities relating to compensation of the Company’s executive officers; •producing a compensation committee report on executive compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K; and •overseeing the Company’s compensation programs and plans, including incentive compensation plans and equity-based plans. Pursuant to its Charter, the Compensation Committee has the sole authority to retain and terminate the services of any outside compensation consultants to the Compensation Committee. The Compensation Committee may form and delegate authority to a subcommittee or subcommittees.	Ms. Eisenman (Chair)* Mr. Cobb* Ms. Lau* Ms. Zaiac*	11
Audit Committee	The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to: •the integrity of the Company’s financial statements; •the Company’s compliance with legal and regulatory requirements; •the independent auditor’s qualifications and independence; •the performance of the Company’s internal audit function and independent auditor; •the review and approval of related party transactions; and •the review and response to complaints regarding accounting, internal accounting controls, and auditing or other compliance matters. The Audit Committee is directly responsible for the appointment, compensation, retention, termination, and oversight of the work of our independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting.	Mr. Sonnenberg (Chair) †♦ Ms. Eisenman † Ms. Singh-Bushell †♦ Mr. Tanenbaum †	12


Technology Committee			The purpose of the Technology Committee is to assist the Board in fulfilling its oversight responsibilities of effective technology governance and to ensure that technology endeavors are effectively managed and that the Company’s technology performance meets the following objectives: •aligns with the Company’s business strategy; •enables the business to maximize benefits technology can provide; •uses resources responsibly; and •manages risks appropriately.			Ms. Lau (Chair) * Mr. Cobb * Mr. Sonnenberg * Ms. Zaiac *			4

* Independent

† Financially literate

♦ Audit Committee Financial Expert

Board’s Role in the Risk Management Process

Our Board and its committees play an important role in overseeing the identification, assessment, and mitigation of risks that are material to us. In fulfilling this responsibility, the Board and its committees regularly consult with management to evaluate and, when appropriate, modify our risk management strategies.


Board
While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed about such risks through committee reports.
Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee	Technology Committee
Our Audit Committee assists the Board in fulfilling its oversight responsibilities relating to: •the performance of our system of internal controls; •legal and regulatory compliance; •our audit, accounting, and financial reporting processes; and •the evaluation of enterprise risk issues, particularly those risk issues not overseen by other committees. The Audit Committee also reviews periodically with our General Counsel legal matters that may have a material adverse impact on our financial statements, compliance with laws, and any material reports received from regulatory agencies.	Our Nominating and Corporate Governance Committee oversees risks associated with: •corporate governance; •business conduct and ethics; and •compliance. The Chief Compliance Officer provides periodic reports to the Nominating and Corporate Governance Committee describing updates to the Company’s Ethics and Compliance Program, including new policies, procedures, and trainings, maintenance of the Company’s anonymous reporting hotline, and oversight of the Global Code of Conduct. The report is shared with the Board as part of the committee report to the Board.	Our Compensation Committee is responsible for overseeing the management of risks relating to our compensation programs, including: •discharging the Board’s responsibilities relating to compensation of the Company’s executive officers; and •

SEC Form DEF 14A filed by Designer Brands Inc.