DEF 14A

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 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Genesco Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Notice of Annual Meeting of Shareholders

The 2024 annual meeting of shareholders (the “Annual Meeting”) of Genesco Inc. (the “Company”) will be held in virtual format, on Thursday, June 27, 2024, at 10:00 a.m. Central Time. The Annual Meeting will be held online via a live webcast at www.meetnow.global/MV4F4SH, where you will be able to vote electronically and submit questions during the Annual Meeting. To participate in the Annual Meeting, you must pre-register by 4:00 p.m. Central Time on June 21, 2024.

The agenda will include the following items:

a proposal to elect nine directors;

a non-binding, advisory vote on the Company’s named executive officers’ compensation;

a proposal to approve the Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan;

a proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm to the Company for the current fiscal year; and

any other business that properly comes before the meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on April 29, 2024, are entitled to receive this notice and vote at the meeting and any adjournment or postponement thereof.

By order of the board of directors,

LOGO

Scott E. Becker

Secretary

May 17, 2024

IMPORTANT

It is important that your shares be represented at the meeting. Please vote by telephone or over the internet or sign, date and return the enclosed proxy card or voting instruction card promptly so that your shares will be voted. A return envelope which requires no postage if mailed in the United States is enclosed for your convenience. Please do not return the enclosed proxy card or voting instruction card if you are voting by telephone or over the internet.

TABLE OF CONTENTS


	Page

Notice

Voting Securities		5

Proposal 1: Election of Directors		6

Corporate Governance		14

• Nominating and Governance Committee		14

• Board Leadership Structure		15

• The Board’s Role in Risk Oversight		16

• Cybersecurity		17

• The Board’s Role in Corporate Strategy		18

• Environmental, Social and Governance Highlights		19

• Shareholder Engagement		22

• Board Self-Evaluation Process		22

• Communications with Directors by Shareholders, Employees and Other Interested Parties		22

• Directors’ Annual Meeting Attendance		22

• Directors’ Age Limit		22

• Legal Proceedings		23

• Corporate Governance Guidelines		23

• Code of Business Conduct and Ethics for Employees and Directors		23

• Website		23

Security Ownership of Officers, Directors and Principal Shareholders		24

• Principal Shareholders		24

• Ownership of Directors and Management		25

• Director and Executive Officer Ownership Guidelines		26

• Anti-Hedging Policy for Directors and Officers		26

• Delinquent Section 16(a) Reports		26

Executive Compensation		27

• Compensation Discussion and Analysis		27

• Compensation Committee Report		40

• Compensation Committee Interlocks and Insider Participation		40

• Summary Compensation Table		41

• Grants of Plan-Based Awards for Fiscal 2024		44

• Outstanding Equity Awards at Fiscal 2024 Year-End		45

• Option Exercises and Stock Vested in Fiscal 2024		48

• Non-Qualified Deferred Compensation		49

• Change of Control Arrangements and Severance Plans		50

• CEO Pay Ratio		58

• Pay Versus Performance Table		59


	Page

Director Compensation		64

Proposal 2: Advisory Vote on Compensation of Named Executive Officers		66

Proposal 3: Approval of the Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan		67

Audit Matters		80

Proposal 4: Ratification of Independent Registered Public Accounting Firm		80

Proposals for the 2025 Annual Meeting		84

Financial Statements Available		85

Appendix A — Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan		A-1

LOGO

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

June 27, 2024

The board of directors (“Board”) of Genesco Inc. (“Genesco” or the “Company”) is soliciting proxies to be voted at the 2024 annual meeting of shareholders (the “Annual Meeting”). The Annual Meeting will be held in virtual format at 10:00 a.m. Central Time, on Thursday, June 27, 2024. The notice that accompanies this proxy statement describes the items on the Annual Meeting agenda.

The Annual Meeting will be a completely virtual meeting of shareholders, which will be held online via a live webcast at www.meetnow.global/MV4F4SH, where you will be able to vote electronically and submit questions during the Annual Meeting. No physical meeting will be held. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on April 29, 2024, or if you hold a valid proxy for the Annual Meeting. These proxy materials were first mailed to certain shareholders on or about May 17, 2024.

ABOUT GENESCO

Genesco, a Nashville-based specialty retailer and branded company, sells footwear and accessories in more than 1,300 retail stores throughout the U.S., Puerto Rico, Canada, the United Kingdom and the Republic of Ireland, principally under the names Journeys^®, Journeys Kidz^®, Little Burgundy^®, Schuh, Schuh Kids, Johnston & Murphy^®, and on internet websites www.journeys.com, www.journeyskidz.com, www.journeys.ca, www.littleburgundyshoes.com, www.schuh.co.uk, www.schuh.ie, www.schuh.eu, www.johnstonmurphy.com, www.johnstonmurphy.ca, www.nashvilleshoewarehouse.com and www.dockersshoes.com. In addition, Genesco sells wholesale footwear under its Johnston & Murphy brand, the licensed Levi’s^® brand, the licensed Dockers^® brand, the licensed G.H. Bass^® brand, and other brands. Information contained on, or accessible through, any of our websites described herein is not a part of, and is not incorporated by reference into, this proxy statement.

Our Mission

Genesco aspires to create and curate leading footwear brands that represent style, innovation and self-expression, and to be the destination for our consumers’ favorite fashion footwear, by (i) building enduring relationships with our target customers, grounded in unparalleled consumer and market insights, and (ii) working to excite and to constantly exceed expectations by delivering distinctive experiences and products, using our deep direct-to-consumer expertise across digital and physical.

Our Strategy

Under our Chief Executive Officer, Mimi E. Vaughn, we have set forth a comprehensive plan focused on six strategic growth pillars aimed at accelerating Genesco’s transformation and capitalizing on significant synergies

across our businesses – including our shared technology platforms – to further drive growth and profitability. Our six strategic growth pillars include:

•

Accelerate digital to grow direct-to-consumer;

•

Maximize the relationship between physical and digital;

•

Build deeper consumer insights to strengthen customer relationships and brand equity;

•

Intensify product innovation and trend insight efforts;

•

Reshape the cost base to reinvest for future growth; and

•

Pursue synergistic acquisitions that add growth and create shareholder value.

Our Values

Genesco recognizes our responsibility to people and to the environment. The Company embraces inclusivity with respect to our employees, customers and vendors. We believe it is important to be part of the community where we operate and support and empower our employees to do the same. Equally important is our responsibility to operate our business ethically, to model excellent supply chain management and to innovate with best practices in sustainability. Our values and methodology include:

•

Acting with passion and competing to win;

•

Treating our customers and each other with integrity, trust and respect;

•

Creating an unrivaled home for talent and diversity to grow and succeed;

•

Never stopping curiosity; continuing to innovate and improve endlessly; and

•

Being nimble and reacting fast.

2024 ANNUAL MEETING OF SHAREHOLDERS

To participate in the meeting, you will need to review the information included on your Internet Notice (defined below), on your proxy card or on the instructions that accompanied your proxy materials. You will also need access to your username which is the 15-digit control number located in the shaded bar on the Internet Notice or the proxy card.

The online meeting will begin promptly at 10:00 a.m., Central Time. We encourage you to access the meeting prior to the start time leaving ample time for the check-in process. Please follow the following registration instructions to access the meeting.

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the meeting virtually on the Internet. Please follow the instructions on the Internet Notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the meeting virtually on the Internet.

To register to attend the meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Genesco holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m., Central Time, on June 21, 2024.

You will receive a confirmation of your registration by email after we receive your registration materials.

By email

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

By mail

Computershare

Genesco Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

The Company will pay the cost of the proxy solicitation. The Company has retained Georgeson LLC to assist in the proxy solicitation. Proxies may be solicited by mail, in person, by telephone and via the internet. It will pay Georgeson a proxy solicitation fee of $13,500, plus $6.95 per completed telephone call to shareholders in the event that active solicitation is required, and reimburse its expenses. Directors, officers and other employees of the Company may also solicit proxies personally, by mail, telephone, email or other electronic means, but will receive no extra compensation for any solicitation activities. The Company will request brokers, nominees, fiduciaries and other custodians to forward soliciting material to the beneficial owners of shares and will reimburse the expenses they incur in doing so.

All valid proxies will be voted as the Board unanimously recommends (i.e., FOR the election of each of the nine directors listed in this proxy statement, FOR the non-binding, advisory vote on the Company’s named executive officers’ compensation, FOR approval of the Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan (the “Second Amended and Restated 2020 Equity Incentive Plan”), and FOR the proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm to the Company for the current fiscal year), unless otherwise specified. A shareholder may revoke a proxy before the proxy is voted at the Annual Meeting by giving written notice of revocation to the Secretary of the Company, by executing and delivering a later-dated proxy, by casting a new vote by telephone or the internet or by attending the virtual Annual Meeting and voting the shares the proxy represents at the Annual Meeting.

The Board does not know of any matter that will be considered at the Annual Meeting other than those matters described in the accompanying notice. If any other matter properly comes before the Annual Meeting, persons named as proxies will use their best judgment to decide how to vote with respect to such matters.

These proxy materials were first mailed to certain shareholders on or about May 17, 2024. Additionally, pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide access to our proxy materials and annual report over the Internet. Accordingly, on or about May 17, 2024, we sent to our shareholders of record a notice of Internet availability of the proxy materials (“Internet Notice”) instead of sending a paper copy of the proxy materials and annual report. All shareholders receiving the Internet Notice will have the

ability to access the proxy materials and annual report on a website referenced in the Internet Notice and vote online or to request a printed set of the proxy materials and annual report. Instructions on how to access the proxy materials and annual report over the Internet or to request a printed copy may be found in the Internet Notice and in this proxy statement. In addition, the Internet Notice contains instructions on how you may request to receive proxy materials and annual report in printed form by mail or electronically on an ongoing basis.

The proxy statement for the Annual Meeting and the annual report for the fiscal year ended February 3, 2024 (“Fiscal 2024”) are available on our website and to registered holders at www.envisionreports.com/GCOB and to shareholders who hold shares through an intermediary at www.edocumentview.com/GCOB, which do not have “cookies” that identify visitors to the site.

VOTING SECURITIES

The holders of the Company’s Employees’ Subordinated Convertible Preferred Stock and the common stock will vote together as a single group at the Annual Meeting.

April 29, 2024 is the record date for determining who is entitled to receive notice of and to vote at the Annual Meeting. On that date, the number of voting shares outstanding and the number of votes entitled to be cast were as follows:


Class of Stock	No. of Shares		Votes per Share	Total Votes
Employees’ Subordinated Convertible Preferred Stock		27,845	1		27,845
Common Stock		11,633,895	1		11,633,895

A majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Once a share is represented at the Annual Meeting, it is considered present for quorum purposes for the rest of the Annual Meeting. For the election of directors, you may vote FOR all of the director nominees, vote FOR specific director nominees, vote AGAINST all director nominees, vote AGAINST specific director nominees, ABSTAIN from voting with respect to all of the director nominees, or ABSTAIN from voting with respect to specific director nominees. For all other proposals, you may vote FOR or AGAINST each proposal or ABSTAIN from voting on the proposal. Abstentions and shares represented at the Annual Meeting but not voted on a particular matter due to a broker’s lack of discretionary voting power (“broker non-votes”) will be counted for quorum purposes but not as votes cast FOR or AGAINST a matter. Accordingly, for all proposals, neither abstentions nor broker non-votes will have any legal effect on whether a proposal is approved. The ratification of the independent registered public accounting firm is a routine matter as to which, under applicable New York Stock Exchange (“NYSE”) rules, a broker will have discretionary authority to vote if instructions are not received from the client at least 10 days prior to the Annual Meeting. The proposals regarding the election of directors, the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, and the approval of the Second Amended and Restated 2020 Equity Incentive Plan, in each case, as disclosed in this proxy statement, are considered non-routine under NYSE rules and failure to instruct your broker on how to vote on these matters will result in a broker non-vote. Therefore, it is very important that you instruct your broker how you wish your shares to be voted on these matters.

Each of the director nominees must receive affirmative votes from a majority of the votes cast to be elected. The proposals to approve the Second Amended and Restated 2020 Equity Incentive Plan and to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm will be approved if the votes cast FOR the proposal exceed the votes cast AGAINST. The executive compensation of the Company’s named executive officers will be deemed approved if the votes cast FOR the proposal exceed the votes cast AGAINST; however, this is an advisory vote and is not binding on the Board.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board currently has nine directors, all of which are standing for re-election at the meeting. The nine directors standing for re-election at the meeting will hold office until the next annual meeting of shareholders and/or until their successors are elected and qualified. A majority of the votes cast by the shares entitled to vote in the election is required to elect a director. All of the nominees are presently serving as directors, and all have agreed to serve if elected. All nominees have previously been elected by the Company’s shareholders. The shares represented by valid proxies will be voted FOR the election of the following nominees, unless the proxies specify otherwise. If any nominee becomes unable or unwilling to serve prior to the Annual Meeting, the Board may reduce the number of directors comprising the Board, as permitted by the Company’s Second Amended and Restated Bylaws (the “Bylaws”), or the proxies will be voted for a substitute nominee recommended by the Board.

The Board unanimously recommends that the shareholders vote FOR all of the director nominees.

Information Concerning Nominees

All the Company’s directors have demonstrated business acumen, the ability to exercise sound business judgment, and a commitment to serve the Company as directors. They also bring a variety of professional backgrounds and leadership experience that contribute to the effectiveness of the Board in fulfilling its responsibilities to the Company. Set forth below is biographical information about each director and a discussion of factors in his or her experience that the Board views as supporting his or her continued service on the Board.

JOANNA BARSH, 71, Independent Consultant; Senior Partner Emeritus, McKinsey & Company. Ms. Barsh joined the Board in November 2013. She became a senior partner emeritus of McKinsey & Company, a global management consulting firm, in March 2013, after more than 30 years with that firm, where she had been a senior partner since 1994. She is the author of several books and an expert on leadership development, growth strategy, organization effectiveness and performance transformation. Ms. Barsh has counseled companies, organizations and governments around the world in the retail, consumer products, direct selling, private equity, and media sectors on strategic and operational issues. She is a strong advocate for women, serving on New York City’s Commission on Women’s Issues for over a decade and leading ground-breaking research for The Wall Street Journal’s Women in Econ Task Force and the U.S. Chamber of Commerce. She was a member of former Secretary Clinton’s International Council of Women Business Leaders, co-chairing its Leadership Working Group. The Board believes that Ms. Barsh’s expertise gained through more than three decades of helping management teams and boards identify market opportunities, chart and implement strategies, identify and execute business transformations and navigate industry transitions, as well as her extensive research on advancing women and people of color in the workplace, provide valuable insight to the Board and management.

MATTHEW M. BILUNAS, 51, Senior Executive Vice President, Chief Financial Officer, Best Buy Co., Inc. Mr. Bilunas is an experienced retail veteran, currently serving as senior executive vice president, chief financial officer for Best Buy Co., Inc., a retailer of technology products, services and solutions in North America, since May 2023, and having served as executive vice president, chief financial officer for Best Buy Co., Inc. from July 2019 to May 2023. His executive leadership responsibilities include strategic planning, FP&A, internal audit, accounting, investor relations, treasury, tax, financial services and procurement. In addition to his extensive global financial expertise, Mr. Bilunas is a seasoned operator and strategist, deeply knowledgeable about supply chain and e-commerce operations. From 2017 to 2019, he served as Best Buy’s senior vice president, enterprise and merchandise finance, a role where he served as the central finance leader. Mr. Bilunas spearheaded the company’s

planning process as the enterprise FP&A leader. Mr. Bilunas has also played a vital role in positioning Best Buy as a mission driven company and an Environmental, Social and Governance leader. He began his career in public accounting at KPMG. The Board believes that Mr. Bilunas’ experience as a chief financial officer and his expertise and knowledge of accounting, auditing, internal control over financial reporting and investor relations by publicly-traded companies are valuable to the Board and to the Company.

CAROLYN BOJANOWSKI, 46, Executive Vice President Merchandising, Sephora USA, a division of LVMH Moët Hennessy Louis Vuitton SE. During her 19-year tenure at Sephora USA, a division of LVMH Moët Hennessy Louis Vuitton SE, where she has served as executive vice president merchandising since September 2022, Ms. Bojanowski has made transformative contributions in omni-channel retailing, e-commerce, merchandising, marketing, and brand and product development. She is currently a member of the company’s North American Operating Committee and is responsible for sales through all of Sephora’s channels, including Sephora stores, Sephora.com and Sephora inside Kohl’s. From June 2020 to September 2022, Ms. Bojanowski served as senior vice president, general manager e-commerce; from March 2020 to June 2020, she served as senior vice president, dotcom merchandising and gift cards; and from January 2017 to March 2020, she served as vice president, Sephora.com merchandising. Ms. Bojanowski has led the company’s dotcom merchandising and marketing, and e-commerce delivery strategy, created new digital partnerships, introduced new payment methods, launched buy online pick up in store and same day delivery capabilities, and elevated the dotcom client experience in both the U.S. and Canada. A seasoned operator and accomplished strategist, Ms. Bojanowski has extensive experience working with more than 200 brands and driving growth and innovation at Sephora. The Board believes that Ms. Bojanowski’s experience in merchandising, marketing and brand development, as well as her experience in digital and e-commerce, is valuable to the Board and to the Company.

JOHN F. LAMBROS, 58, Managing Director and Co-Head U.S. Technology Group, Head Global Digital Media & Entertainment, Houlihan Lokey. Mr. Lambros is managing director and co-head U.S. Technology Group, and head global digital media & entertainment at Houlihan Lokey. He previously served as president of GCA-U.S., a global investment bank, serving as the head of its digital media banking practice. He also served as a member of its board of directors and executive committee and serves as a member of the board of directors of GCA Corporation, its parent company (TYO: 2174). Mr. Lambros has been an active advisor to and operator in the digital media and emerging technology markets. As an investment banker, Mr. Lambros has led more than 250 public and private market financings, merger and acquisition transactions, recapitalizations, joint ventures and senior and subordinated debt financings. From 2000 to 2003, he was senior vice president of business development for Into Networks, a broadband technology company. From 1993 to 2000, Mr. Lambros was a banker at Morgan Stanley & Co., where he served as a vice president and member of the global communications group focused on advising emerging telecommunications, media and technology clients. The Board considers Mr. Lambros’ experience in corporate finance, digital media, emerging technology sectors, as well as his experience with strategic portfolio reviews, M&A, transaction matters and capital markets to be beneficial to Genesco’s Board.

THURGOOD MARSHALL, JR., 67, Retired Partner, Morgan, Lewis & Bockius LLP. Mr. Marshall, who joined Genesco’s Board in 2012, was a partner in the Washington, D.C. office of the law firm of Morgan, Lewis & Bockius LLP until his retirement in September 2019. He serves on the board of EN+ Group (LSE:ENPL & MOEX:ENPG), a publicly traded multinational producer of hydropower and low-carbon aluminum. He also serves on the board of CoreCivic Inc. (NYSE: CXW), a publicly-traded, full-service corrections management and real estate solutions provider. He is a former board member of the Ethics Compliance and Certification Institute, the United States Postal Service and the Ford Foundation. Mr. Marshall works at the intersection of law, business, politics and policy. He has practiced law, held senior government appointments, and he serves on an array of corporate and non-profit boards. Mr. Marshall’s professional background includes service in all three branches of the federal government and in the

private sector. Prior to joining a predecessor of Morgan, Lewis & Bockius LLP as a partner in 2001, he served in roles including Assistant to the President and Cabinet Secretary from 1997 to 2001, co-chair of the White House Olympic Task Force in connection with the 2002 Winter Olympics, director of legislative affairs and deputy counsel to the Vice President, counsel to the Senate Judiciary Committee, the Committee on Commerce, Science & Transportation, and the Governmental Affairs Committee, and as a judicial clerk to the Honorable Barrington D. Parker of the U.S. District Court for the District of Columbia. The Board believes that Mr. Marshall’s extensive experience in government service, insight into regulatory affairs, and his expertise in corporate governance and oversight, ethics and risk management and stakeholder relations gained through service as a director in for-profit, non-profit, and public sectors, bring unique and valuable perspective to Genesco.

ANGEL R. MARTINEZ, 69, Retired Chief Executive Officer and Chairman of the Board of Directors, Deckers Brands. Mr. Martinez served as chief executive officer and president of Deckers Brands (formerly known as Deckers Outdoor Corporation) (NYSE: DECK), a footwear designer and distributor whose brands include UGG, Teva, Sanuk, Hoka and Koolaburra, from April 2005 until his retirement in June 2016, as executive chairman of the board from 2008 until June 2016, and as non-executive chairman of the board from June 2016 until September 2017. Prior to joining Deckers, Mr. Martinez was co-founder of Keen LLC, an outdoor footwear manufacturer, and served as its president, chief executive officer and vice chairman from April 2003 to March 2005. Prior thereto, he served as executive vice president and chief marketing officer of Reebok International Ltd. and as chief executive officer and president of The Rockport Company, a subsidiary of Reebok International Ltd. He currently serves on the board of directors and is a member of the audit committee of Korn Ferry (NYSE: KFY) and served on the board of directors and as a member of the compensation committee of Tupperware Brands Corporation (NYSE: TUP) from 1998 to 2020. The Board believes that Mr. Martinez’s 40 years of experience in the retail footwear industry and his operational and strategic knowledge, including his expertise in capital allocation, navigating and leading industry transitions and business transformation, and human capital management, gained through his experience as a leader and board member of other publicly-traded companies brings valuable insight to the Board and the Company.

MARY E. MEIXELSPERGER, 63, Chief Financial Officer, Valvoline Inc. Mary E. Meixelsperger is chief financial officer of Valvoline Inc. (NYSE: VVV) and has served in that role since June 2016. Valvoline is a leading provider of automotive preventative maintenance services in its more than 1,900 retail stores throughout the United States and Canada. Prior to joining Valvoline Inc., Ms. Meixelsperger was senior vice president and chief financial officer of DSW Inc. (NYSE: DSW), now operating as Designer Brands Inc. (NYSE: DBI), one of North America’s largest designers, producers and retailers of footwear and accessories, from April 2014 to June 2016, and held the roles of chief financial officer, controller and treasurer at Shopko Stores from 2006 to 2014. Ms. Meixelsperger also served as a director of a wholly-owned subsidiary of Valvoline Inc. and served as a director of Valvoline Cummins Private Ltd., a joint venture between Valvoline Inc. and Cummins India from 2017 to 2020. She also serves as Immediate Past Chairperson of the United Way of the Bluegrass. Ms. Meixelsperger has over thirty years of experience in various aspects of finance, accounting, risk management, business development, strategic planning, and information technology, and has served in senior leadership roles at several companies, including shoe retailer, DSW, and automotive services company, Valvoline. The Board believes that Ms. Meixelsperger’s decades of experience as a chief financial officer, her expertise and knowledge of accounting, auditing, and internal control over financial reporting by publicly-traded companies, and her experience with omni-channel strategy and the specialty footwear retail industry will be valuable to the Board and to the Company.

GREGORY A. SANDFORT, 69, Lead Independent Director; Former Chief Executive Officer and Director, Tractor Supply Company. Gregory A. Sandfort served as chief executive officer of Tractor Supply Company (Nasdaq: TSCO) from May 2016 to January 2020 and as a member of the board of directors of Tractor Supply from February 2013 to May 2020. Following his retirement, he served as strategic advisor and consultant to Tractor Supply

from January to August 2020. Mr. Sandfort served as president and chief executive officer of Tractor Supply from December 2012 to May 2016 and as president and chief operating officer of Tractor Supply from February 2012. Mr. Sandfort also previously served in the roles of president and chief merchandising officer and executive vice president – chief merchandising officer of Tractor Supply. Mr. Sandfort served as president and chief operating officer at Michaels Stores, Inc. from March 2006 to August 2007 and as executive vice president – general merchandise manager at Michaels Stores, Inc. from January 2004 to February 2006. Mr. Sandfort has also served as a director of WD-40 Company (Nasdaq: WDFC) since 2011 and as Chair of the Board of WD-40 Company since October 2020. He was also formerly a director of Kirkland’s, Inc. (Nasdaq: KIRK). With over 40 years of experience in the retail industry, Mr. Sandfort brings a wealth of knowledge regarding all facets of Genesco’s industry and retail, including merchandising, marketing, brand management, operations, strategic planning, human resource management and logistics. The Board considers his broad-based experience in the retail industry, his expertise in capital allocation and his understanding of customer dynamics and shifting consumer preferences and ability to leverage such understanding to successfully lead business transformations to be valuable to the Board and to the Company.

MIMI E. VAUGHN, 58, Board Chair, President and Chief Executive Officer. Ms. Vaughn joined the Company in September 2003 as vice president of strategy and business development. She was named senior vice president, strategy and business development in October 2006, senior vice president of strategy and shared services in April 2009 and senior vice president – finance and chief financial officer in February 2015. In May 2019, Ms. Vaughn was named senior vice president and chief operating officer and continued to serve as senior vice president-finance and chief financial officer until her successor was appointed in June 2019. In October 2019, Ms. Vaughn was appointed to become president and chief executive officer of the Company on February 2, 2020 and was appointed as a director effective October 30, 2019. Ms. Vaughn has also served as a director of Five Below, Inc. (Nasdaq: FIVE) since September 2023. Prior to joining the Company, Ms. Vaughn was executive vice president of business development and marketing, and acting chief financial officer from 2000 to 2001, for Link2Gov Corporation in Nashville. From 1993 to 1999, she was a consultant at McKinsey & Company in Atlanta. Ms. Vaughn brings to the Board proven and critical experience and leadership developed by serving in multiple positions with the Company for more than 20 years. With her background in strategy and corporate finance, and her experience in the retail industry, the Board believes Ms. Vaughn is the appropriate person to lead the Company in executing its footwear focused strategy.

Current Board Composition

The following matrix provides information regarding the members of our Board nominated for election at the Annual Meeting, including demographic information for, and certain qualifications and experience possessed by, the members of our Board, which our Board believes are relevant to our business and industry and provide a range of viewpoints that are invaluable for our Board’s discussions and decision-making processes. The matrix does not encompass all of the qualifications, experiences or attributes of the members of our Board, and the fact that a particular qualification, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular qualification, experience or attribute with respect to any of the members of our Board does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of qualification and experience listed below may vary among the members of the Board.

Qualifications

and Experience

Barsh

Bilunas

Bojanwoski

Lambros

Marshall

Martinez

Meixelsperger

Sandfort

Vaughn

Public Company Leadership (CEO or Board Experience)

—

Senior Leadership Experience (C-Suite Executive or Equivalent)

Operations Management

—

Retail or Consumer Facing Industries

—

eCommerce or Digital Experience

—

Financial, Transactional, Accounting or Regulatory Compliance

—

Information Security Experience

—

Demographics

Gender Diverse

—

Racially/Ethnically Diverse

—

Years of Service

Ongoing Board Refreshment

The Board believes that its members, as a group, should possess skills and qualifications that best enable it to formulate and oversee the implementation of the Company’s footwear focused strategy, including diversity in professional and personal experience, background, race, gender, age and other factors of diversity that promote fresh perspectives and new ideas. The retail industry has rapidly evolved over the last decade with significant growth in omni-channel and e-commerce operations, and as a result, the appropriate skill set for our leadership has evolved with it. The Board has therefore also evolved over the years to best serve the short- and long-term needs of the Company and its shareholders, with an increased focus on leadership with branded, digital and technological expertise.

In order to address evolving needs, our Board has an ongoing refreshment program, actively assessing itself against the Company’s current and expected future needs and seeking the advice of outside experts and its shareholders. The Board has been substantially refreshed in the last few years, with seven of our nine directors being newly appointed or elected to the Board since October 2019. During the same period, a new board chair, a new lead independent director and three new committee chairs have been appointed. The Board and its nominating and governance committee have welcomed, sought and considered, and will continue to welcome, seek and consider as necessary, potential director nominations from multiple and diverse sources and stakeholders, including shareholders, external advisors, independent directors, non-independent directors, industry participants, officers and employees, consultants and search firms like the internationally recognized global leadership advisory firm Egon Zehnder.

Director Independence

The Board has determined that Ms. Barsh, Mr. Bilunas, Ms. Bojanowski, Mr. Lambros, Mr. Marshall, Mr. Martinez, Ms. Meixelsperger and Mr. Sandfort are each independent under applicable SEC and NYSE rules. No arrangement or understanding exists between any director or executive officer of the Company and any other person pursuant to which any of them were selected as a director or executive officer.

Director Resignation Policy

The Company has adopted a director resignation policy which provides that each director shall submit a conditional offer of resignation effective if, in an uncontested election, a director fails to receive a majority of shares voting in the election of directors. Should that occur, the nominating and governance committee will consider the resignation and will recommend to the Board whether to accept or reject the tendered resignation. In considering whether to accept or reject the tendered resignation, the nominating and governance committee will consider factors deemed relevant by the members of the nominating and governance committee including, without limitation, the stated reasons why shareholders voted “against” the director, the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to the Company and the Board and/or its committees during prior service, the director’s compliance with the Corporate Governance Guidelines, the need for the presence of directors with a broad range of experiences and backgrounds on the Board and the Company’s compliance with applicable laws, regulation and the listing standards of the NYSE. Following the Board’s decision on the nominating and governance committee’s recommendation, the Company will promptly and publicly disclose the Board’s decision whether to accept the resignation as tendered (providing an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation) in a Current Report on Form 8-K filed with the SEC.

Certain Relationships and Related Transactions

The Company is not aware of any related-party transactions since the beginning of the last fiscal year between the Company and any of its directors, executive officers, 5% shareholders or their family members that are required to be disclosed under Item 404 of Regulation S-K (“Item 404”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Each year, the Company requires its directors and executive officers to complete a comprehensive questionnaire, one of the purposes of which is to disclose any related-party transactions with the Company, including any potential Item 404 transactions.

The Board has adopted a written policy which provides that any transaction between the Company and any of its directors, nominees for director, executive officers, or significant shareholders or affiliates thereof, must be in the best interest of the Company and must be approved and ratified by the audit committee or, in certain circumstances, the Board. Any member of the audit committee or the Board, if necessary, will recuse himself or herself and abstain from voting on the approval or ratification of the related party transaction. The Company does not have a history of engaging in related party transactions with its directors or executive officers or their respective related persons or affiliates.

Board Committees and Meetings

The Board met six times during Fiscal 2024. Additionally the chief executive officer and lead independent director communicate with members of the Board periodically throughout the year via telephone and email. The chief

executive officer also provides a written monthly business update on the Company to the Board. No director was present at fewer than 75% of the total number of meetings of the Board and the committees of the Board on which he or she served during Fiscal 2024. The Board has standing audit, nominating and governance and compensation committees. All committees are composed entirely of independent directors. It is the policy of the Board that no current or former employee of the Company will serve on the audit, nominating and governance or compensation committee. A description of each Board committee and its membership follows.

Audit Committee

Members: Mary E. Meixelsperger (chairperson), Matthew M. Bilunas and Gregory A. Sandfort

The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee is currently composed of three independent directors (as defined under the applicable rules of the NYSE and SEC) and operates under a written charter adopted by the Board, a current copy of which is available on the Company’s website, www.genesco.com. The audit committee assists the Board in monitoring (i) the integrity of the Company’s financial statements, (ii) the effectiveness of the Company’s internal controls over financial reporting, (iii) the effectiveness of the Company’s systems of internal accounting and financial controls, (iv) the Company’s compliance with legal and regulatory requirements and its ethics programs as established by management and the Board, (v) the qualifications and independence of the Company’s registered public accounting firm, (vi) the performance of the Company’s internal audit function and independent registered public accountants and (vii) the Company’s policies with respect to risk assessment and risk management, including the risk of fraud, technology and information security, including cybersecurity and data privacy. The audit committee met 12 times in Fiscal 2024. The Board has determined that Ms. Meixelsperger and Messrs. Bilunas and Sandfort each qualifies as an “audit committee financial expert,” as defined in Item 407(d) of Regulation S-K under the Exchange Act, and is “independent,” as defined by the NYSE rules and Rule 10A-3 under the Exchange Act.

Nominating and Governance Committee

Members: Joanna Barsh (chairperson), Carolyn Bojanowski, Thurgood Marshall, Jr. and Angel R. Martinez

The nominating and governance committee is currently composed of four directors who are independent under applicable NYSE rules. The functions of the nominating and governance committee are specified in a charter available on the Company’s website, www.genesco.com. Such functions include (i) identifying candidates qualified to serve on the Board, (ii) developing and reviewing governance policies and principles for the Company, (iii) overseeing the evaluation of the performance of the Board and management, and (iv) making recommendations to the Board with respect to (a) the size of the Board, (b) candidates for election to the Board, (c) the designation of committees of the Board, their functions and members, (d) the succession of the executive officers of the Company, (e) Board policies and procedures and other matters of corporate governance, (f) the qualifications of incumbent directors as nominees for re-election, and (f) oversight of the Company’s environmental, social and governance (“ESG”) strategy. The nominating and governance committee, in recognition of the importance of ESG matters, has established a subcommittee focused on ESG. Further information on the nominating and governance committee is set forth under the caption “Corporate Governance” below. The nominating and governance committee met four times in Fiscal 2024.

Compensation Committee

Members: John F. Lambros (chairperson), Joanna Barsh and Gregory A. Sandfort

The compensation committee is currently composed of three directors who are independent under applicable NYSE rules. The functions of the compensation committee are specified in a charter available on the Company’s website, www.genesco.com. Such functions include (i) reviewing and determining the compensation and incentive arrangements of certain officers of the Company and other management employees reporting directly to the chief executive officer, (ii) making recommendations to the Board with respect to the compensation of directors, (iii) reviewing and providing assistance and recommendations to the Board with respect to (a) management incentive compensation plans and (b) the establishment, modification or amendment of any employee benefit plan (as that term is defined in the Employee Retirement Income Security Act of 1974, as amended) to the extent that action taken by the Board is required, (iv) serving as the primary means of communication between the administrator of the Company’s employee benefit plans and the Board, (v) administering the Genesco Inc. Amended and Restated 2020 Equity Incentive Plan (the “Amended and Restated 2020 Equity Incentive Plan”), (vi) overseeing and monitoring the Company’s compensation recoupment policies and procedures and (vii) reviewing and making recommendations to the Board with respect to the Compensation Discussion and Analysis and the compensation committee report required by SEC regulations for inclusion in the Company’s proxy statement. In fulfilling its responsibilities, the compensation committee may delegate any or all of its responsibilities to a subcommittee of the compensation committee, consisting of one or more independent members of the compensation committee. The compensation committee met five times in Fiscal 2024.

CORPORATE GOVERNANCE

Nominating and Governance Committee

The charter of the nominating and governance committee is available on the Company’s website, www.genesco.com. The members of the committee satisfy the independence requirements of the NYSE. In addition, the Board has adopted a policy pursuant to which no former employee of the Company will be eligible to serve as a member of the nominating and governance committee.

The nominating and governance committee and the Board will consider nominees for the Board recommended by shareholders if shareholders comply with the Company’s advance notice requirements. The Company’s Bylaws provide that a shareholder who wishes to nominate a person for election as a director at an annual meeting of shareholders must deliver written notice complying with the requirements set forth in the Bylaws to the Secretary of the Company. To be eligible to submit the required notice, the shareholder must be a shareholder of record both on the date the notice is submitted and at the record date for the annual meeting and entitled to receive notice of and to vote at the annual meeting. This notice must contain, as to each nominee, certain specified information, including the nominee’s name, age, business and residence addresses, his or her principal occupation or employment, a description of all direct or indirect compensation or other material agreements, arrangements, understandings and relationships during the past three years between or among the nominee, the shareholder making the nomination, any other shareholders proposing it, and affiliates or associates of such shareholders, as such terms are defined in Rule 12b-2 under the Exchange Act, and any other information relating to such person that would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act if such person had been nominated by the Board. It must also include the written consent of such person to being named as a nominee in soliciting material and to serving as a director, if elected, and a fully completed and signed questionnaire, in a form provided by the Company, regarding such person’s background and qualifications to serve as a director. The notice must also include certain information regarding the shareholder making the nomination, any other shareholders proposing it, and affiliates or associates of such shareholders, including names and addresses, the number and class of shares held of record by such shareholders, and information about derivative securities and other economic interests related to any of the Company’s securities held by any of such persons. In the case of an annual meeting to be held on the fourth Thursday in the month of June or within thirty days thereafter, the notice must be delivered not less than sixty nor more than ninety days prior to the fourth Thursday in June. In the case of an annual meeting which is being held on any other date other than the fourth Thursday in the month of June or within thirty days thereafter (or in the case of any special meeting), the notice must be delivered within ten days after the earlier of the date on which notice of the meeting is first mailed to shareholders or the date on which public disclosure is first made of the date of such meeting. There are no differences in the process pursuant to which the committee is to evaluate prospective nominees based on whether the nominee is recommended by a shareholder.

Upon receipt of a recommendation from any source, including shareholders, the committee will take into account whether a Board vacancy exists or is expected or whether expansion of the Board is desirable. In making this determination, the committee may solicit the views of all directors. If the committee determines that the addition of a director is desirable, it will assess whether the candidate presented should be nominated for Board membership. While the committee may consider whatever factors it deems appropriate in its assessment of a candidate for Board membership, candidates nominated to serve as directors will, at a minimum, in the committee’s judgment:

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be able to represent the interests of the Company and all of its shareholders and not be disposed by affiliation or interest to favor any individual, group or class of shareholders or other constituency;

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agree to follow all policies and procedures applicable to the Board, including all provisions set forth in any committee charters;

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possess the background and demonstrated ability to contribute to the Board’s performance of its collective responsibilities, through senior executive management experience, relevant professional or academic distinction, or a record of relevant civic and community leadership; and

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be able to devote the time and attention necessary to serve effectively as a director.

The committee may also take into consideration whether a candidate’s background and skills meet any specific needs of the Board that the committee has identified and will take into account diversity in professional and personal experience, skills, background, race, gender and other factors of diversity that it considers appropriate. The committee will preliminarily assess the candidate’s qualifications with input from the chief executive officer. If, based upon its preliminary assessment, the committee believes that a candidate is likely to meet the criteria for Board membership, the chairperson will advise the candidate of the committee’s preliminary interest and, if the candidate expresses sufficient interest to the chairperson, with the assistance of the Corporate Secretary’s office, will arrange interviews of the candidate with a search firm, if appropriate, and with members of the committee and with the chief executive officer, either in person or by telephone. Following interviews of the candidate, the committee will formally consider whether to recommend to the Board that it nominate the candidate for election to the Board.

Board Leadership Structure

In connection with the appointment of Ms. Vaughn as president and chief executive officer, and following a transitional period during which the retiring chairman and chief executive officer served as executive chairman, Ms. Vaughn was appointed chair of the Board, effective July 1, 2020. Having observed no differences in the functioning of the Board or the performance of the Company that it considers attributable to the separation or conjunction of the two offices of chief executive officer and chair of the Board, and with the appointment of a strong lead independent director in Mr. Sandfort, the Board has retained flexibility in the Corporate Governance Guidelines with respect to the structure of the Board leadership. The Corporate Governance Guidelines provide that the Board will select the chair and the chief executive officer in the manner that it determines to be in the best interests of the Company’s shareholders.

The Corporate Governance Guidelines also provide that if the positions of chair and chief executive officer are held by the same person or if the chair is otherwise employed by the Company, the Board will elect a lead independent director, with the following responsibilities:

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in consultation with the chair, approve the annual calendar for all meetings of the Board and standing committees;

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provide the chair with input as to the preparation of the agendas for the Board;

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advise the chair as to the quality, quantity and timeliness of the flow of information from Company management that is necessary for the independent directors to effectively and responsibly perform their duties;

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coordinate the development of the agenda for and preside over executive sessions of the Board’s independent directors;

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act as principal liaison between the independent directors and the chair on material issues;

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evaluate, along with the independent members of the full Board, the chief executive officer’s performance and meet with the chief executive officer to discuss the evaluation;

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act as a liaison to shareholders who request direct communication with the Board; and

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perform such other roles and responsibilities as may be assigned from time to time by the nominating and governance committee or the full Board.

Historically, the Board has believed that having a chair who is also a member of the Company’s management team, whether or not the offices of chair and chief executive officer are held by the same person, has been highly effective for Genesco.

The Board’s Role in Risk Oversight

The Board views the identification and management of risk as a primary responsibility of the Company’s chief executive officer, who reports directly to the Board. In addition to general review and discussion of various aspects of risk management throughout the year, at least once annually, the Board receives a report from management of the Company with an overall assessment of the Company’s risk management processes and systems, including the identification of major risks associated with the Company’s business and strategies, a description of the Company’s approach to monitoring and managing each category of risk, and an assessment of residual exposures and whether and how they may be more effectively mitigated. The identification of major risks is based upon a survey of directors, executive management, the heads of staff and shared services functions, and managers with responsibility for major operational functions within the Company’s operating divisions, which occurs at least every two years. The Board completed an enterprise risk management assessment in Fiscal 2023.

The Board’s review in Fiscal 2023 of the Company’s risk management processes and systems focused on risks associated with the Company’s business and strategies in the following major categories:

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Strategic and financial risk, competition, growth opportunities, credit, liquidity and capital resources, and customer dynamics.

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Integrity and compliance risk, including accounting and financial reporting, legal compliance, and corporate governance matters.

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Operational risk, supply chain, and workforce-related risks.

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Risks related to data privacy and cybersecurity.

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Catastrophic event risk, including facility losses and disruptions from natural disasters, pandemics, climate change or other causes.

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Risks related to ESG matters, including with respect to inclusion, equity and diversity.

In addition to the Board’s ongoing oversight of risk management and the annual review with the Board of the Company’s risk management processes and systems, specific risk categories fall within the oversight of individual

committees of the Board. For example, the audit committee has oversight of most of the risks falling within the integrity and compliance risk categories, which it addresses primarily through its ongoing review of internal controls over accounting and financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. The audit committee also monitors the Company’s policies with respect to the risk of fraud, technology and information security, including cybersecurity and data privacy, by obtaining and reviewing reports on data management, security and privacy initiatives and significant existing and emerging cybersecurity risks. Additionally, the nominating and governance committee has direct oversight of governance-related risks and ESG matters, including diversity, equity and inclusion, and the compensation committee has direct oversight of certain aspects of workforce-related risks as well as risks arising from compensation policies and practices. Further, the full Board considers strategic and financial risk in its regular review of the Company’s strategic and operating plans and in connection with its authorization of specific transactions.

In connection with its annual review of the Company’s compensation programs, in February 2024, the compensation committee specifically considered whether risks arising from the Company’s compensation policies and practices for employees are reasonably likely to have a material adverse effect on the Company. In its analysis, the committee considered, among other things, the following:

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equity-based, long-term incentive component of the Company’s executive compensation also discussed in “Compensation Discussion and Analysis,” which is designed to prevent excessive risks by rewarding sustainable performance; and

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the Company’s anti-hedging policy and share ownership requirements.

As a result of its analysis, the compensation committee determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

The members of the Board’s committees believe that they have sufficient access to the members of management with direct responsibility for the management of risks within their oversight to be able to understand and monitor such risks effectively. Each committee regularly reports to the full Board on matters related to the categories of risk within its oversight.

Cybersecurity

Cybersecurity is one of our most critical risks. For many activities important to our business, we depend on the confidentiality, integrity and availability of information systems and data, some of which are provided or managed by third parties. We have strategically integrated cybersecurity risk management into our broader enterprise risk management function to promote a company-wide culture of cybersecurity risk management.

Management is responsible for the day-to-day handling of risks facing the Company, while the Board, as a whole and through its committees, oversees risk management, including cybersecurity risks. The Board has delegated certain risk management responsibilities with respect to cybersecurity to the audit committee.

On behalf of the Board, the audit committee provides oversight of our management of cybersecurity risk. The audit committee regularly reviews our cybersecurity risks, incidents, audits, assessments, crisis readiness, awareness activities and compliance with cybersecurity and privacy laws and regulations. Our vice president, chief information security and privacy officer, jointly with our senior vice president, chief strategy and digital officer brief the audit committee quarterly, and more often, if necessary, on active and emerging cybersecurity threats and efforts to strengthen our defenses against these threats.

Our information security and privacy teams reduce first and third-party risk by maintaining a proactive security posture aligned with current threats, detecting cybersecurity events and responding quickly, and building procedures to rapidly recover. These teams are managed by the vice president, chief information security and privacy officer, who reports to the senior vice president, chief strategy and digital officer. Our cybersecurity leaders collectively have more than 25 years of relevant experience and multiple professional certifications.

Internal and third-party risks are reviewed, monitored, and managed by our cybersecurity and privacy teams, audited by an internal audit team and various external experts, and tracked within an Enterprise Risk Management framework. We regularly engage third-party experts to assess the effectiveness of our cybersecurity programs. Biennially, an external independent consultancy team conducts an assessment of our cybersecurity program using the inputs from accepted cybersecurity frameworks. Targeted assessments are conducted regularly by internal and third-party experts to ensure compliance with specific federal and state laws and regulations. We continue to participate in the VISA TIP program and AMEX STEP program around our PCI DSS compliance.

Our processes for identifying and managing first and third-party risks from cybersecurity threats include:

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Continuous monitoring of our systems and network for cybersecurity events;

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Regular testing of our Security Incident Response Plan, Business Continuity plans, and Disaster Recovery plans;

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Required annual security training for our employees with access to email, as well as tailored training for employees in more sensitive roles; and

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Periodic testing to ensure the security training is effective.

External managed security services providers and industry-leading security tools continuously monitor our systems and network for cybersecurity threats. Our cybersecurity teams evaluate the escalated threats, and if necessary, take steps to contain and recover from pervasive threats in accordance with our Security Incident Response Plan. The plan includes reporting and escalation procedures to inform the executive committee, audit committee, and full Board, as appropriate to enable them to carry out their oversight responsibilities, and to ensure timely compliance with applicable reporting rules. Our Business Continuity Management and Disaster Recovery plans include procedures for business recovery and are tested regularly.

The Board’s Role in Corporate Strategy

The Board is actively involved in guiding, overseeing and reviewing the Company’s corporate strategy. Our Board played a critical role in forming our footwear focused strategy and continues active oversight and review of our strategy. Strategic business issues, including developments in our industry, opportunities for growth, multi-year strategic plans, investments, capital allocation and strategic alternatives to drive shareholder value, including M&A-related decisions, are discussed as a part of our standard procedure at our Board meetings. The Board also discusses corporate strategy throughout the year with management, both formally and informally, and during executive sessions of the Board, as appropriate.

The Board recurrently discusses the Company’s performance and results relative to our operating plan and expectations at each quarterly Board meeting and during ad hoc updates throughout the year. At most Board meetings, senior Company management makes presentations to the Board with respect to each of our divisions to

facilitate a further in-depth and comprehensive discussion and review of the Company’s strategic and operational plans, initiatives and goals over the short-and long-term, as well as paths, options and alternatives to achieving such goals.

Board and committee-level discussions are also regularly infused with strategic and business themes. For example, headwinds and tailwinds for the industry and each of our businesses and the Company’s strategies with respect thereto are discussed at each meeting. At each regular Board meeting a detailed presentation of at least one of the Company’s divisions and its business is discussed in depth, including performance, competitive landscape, strategic direction and necessary investments to fuel growth. Risks associated with the business strategy and plans to mitigate those risks are also discussed. Our nominating and governance committee’s discussions and nomination decisions are guided by the Board’s views on the skill sets needed to further the Company’s strategy. Likewise, the compensation committee’s compensation decisions take into account management’s contributions toward implementing the Company’s strategy, and the audit committee provides oversight of the Company’s capital expenditures which are part of the Company’s strategic investments and evaluates risks to the Company’s strategy as part of its Enterprise Risk Management process. The Board also regularly considers, with the assistance of outside advisors, various strategic alternatives for the Company’s businesses and the Company as a whole.

Environmental, Social and Governance Highlights

Throughout our 100-year history, Genesco has made it a priority to operate with high ethical standards and to serve all of our stakeholders. In furtherance of this priority, the Company formed in Fiscal 2022 a subcommittee of our nominating and governance committee (the “ESG Subcommittee”) to provide oversight of the Company’s environmental, health and safety; diversity, equity and inclusion; corporate social responsibility; and corporate governance and sustainability initiatives (“ESG matters”). Ms. Barsh and Mr. Marshall are members of the ESG Subcommittee. The ESG Subcommittee met three times in Fiscal 2024. The responsibilities of the ESG Subcommittee include the following:

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Assist in setting strategies for ESG matters

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Recommend policies and practices in furtherance of those strategies

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Oversee monitoring and reporting with respect to ESG matters

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Report to and advise the Board on shareholder concerns and proposals regarding ESG matters

The Company recognizes that as a retail and branded footwear, apparel and accessories business, its operations touch every corner of the globe. The Company and its Board are committed to delivering value to its shareholders while minimizing its impact on the planet and doing its part to support its employees, customers and suppliers, and the communities in which the Company operates. As a result, while the Company has always kept these stakeholders top of mind, the Company has intensified its efforts in recent years in the areas of climate change, responsible sourcing, human rights and diversity, equity and inclusion.

Climate Change, Responsible Sourcing and Human Rights

Genesco takes the responsibility of combating climate change very seriously. That is why the Company is working to minimize its environmental footprint across all segments of its operations and completed its second

enterprise-wide carbon assessment, which was performed by Carbon Footprint Ltd. The Company has identified six key areas that it believes will give the Company the most efficient strategy for bringing about real, effective change:

Reducing Greenhouse Gas Emissions

Limiting Non-renewable Energy Consumption

Optimizing Freight Operations

Reducing Packing Materials and Waste

Diverting Waste from Landfills

Reducing Water Use

Genesco is also committed to responsible, ethical sourcing. The Company partners with vendors who share its priorities of health and safety, social responsibility and environmental stewardship. The Company has a zero tolerance policy for forced labor, child labor or human trafficking. Genesco published its first Vendor Code of Conduct in 2024 and requires its vendors to comply with a code of ethics which meets international health and safety standards.

Diversity, Equity and Inclusion and Employee Engagement

The Board has oversight of the Company’s ongoing diversity, equity and inclusion efforts with guidance from the ESG Subcommittee and the Diversity, Equity and Inclusion Council. The Company seeks to cultivate a respectful and inclusive work environment in which diversity is leveraged to maximize employee potential and achieve business objectives. The Company is committed to creating a workplace reflecting a highly qualified and diverse team – one with different backgrounds, perspectives, ideas and skill sets. The Board and the Company believe that the more diverse perspectives we share, the better we will be. Genesco is proud that as of February 3, 2024, the majority of its U.S. workforce was female and the majority was also racially/ethnically diverse. Women also serve in several key leadership roles, including chair of the Board, chair of the audit committee, chair of the nominating and governance committee, president and chief executive officer, vice president of human resources, vice president of data analytics, senior vice president of real estate and store planning, director of corporate relations, deputy general counsel – commercial operations, as well as chief marketing officer and buying director of the Schuh group, senior vice president of strategy and transformation and vice president and general manager, Canada of the Journeys group, vice president and general manager of the Genesco Brands Group and vice president, product development, apparel and accessories of Johnston & Murphy. Six of our nine Board nominees are diverse, four of our nine Board nominees are gender diverse, three of our nine Board nominees are racially diverse and three of our five Board leadership positions are held by women. Still, Genesco is committed to further improving the Company and the communities it serves and is actively working to implement new initiatives that will result in an even more diverse team, including the following:

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The Company has established a Diversity, Equity and Inclusion (“DEI”) Council to provide guidance and oversight and to promote DEI initiatives at Genesco. The Company has conducted a second internal DEI survey in February 2024 to gain insight into the impact of DEI programs and training and to solicit ideas for improvement. The Company provides multiple avenues for employees to share ideas or report concerns about equality and inclusion including a dedicated email mailbox.

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The Company, in consultation with independent third-party firms in accordance with industry-leading standards, completed a gender, race and ethnicity pay equity audit in 2022 with respect to its U.S. associates, which audit confirmed that, taking into account relevant factors such as position, qualifications, experience, tenure, and performance, the Company pays such associates equitably without regard to race, ethnicity and gender.

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The Company actively supports and sponsors organizations such as the Human Rights Campaign Foundation, which promotes equality for the LGBTQIA community, the NAACP Legal Defense and Education Fund fighting for racial justice, Nashville PRIDE and the Tennessee Pride Chamber of Commerce advocating for the LGBTQIA community, the YWCA and Women’s Fund supporting women’s rights, among others.

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For the fourth consecutive year, Genesco was awarded the Equality 100 Award from the Human Rights Campaign Corporate Equality Index. The Corporate Equality Index is the national benchmark measuring policies, practices and benefits pertinent to LBGTQ+ employees. Genesco is one of 545 national companies that achieved a top score of 100, and one of only five in Tennessee.

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The Company introduced healthcare travel and lodging coverage in response to the U.S Supreme Court’s decision in Dobbs v. Jackson Women’s Health Organization and other state and local regulations that impact Genesco employees’ ability to receive necessary and medically appropriate medical care.

Genesco strives to continue to create a culture where diverse talent can grow and succeed. The Company routinely conducts annual employee engagement surveys, and it remains committed to listening to and learning from its employees. The Company is also committed to its employees’ personal and professional development and well-being. The Company has taken the following actions to further these goals.

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The Company supports and encourages participation in its Women’s Business Resource Group which was launched in early 2023.

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The Company continues to invest in employees’ development needs through a variety of in person and hybrid training opportunities. Learning content included recruiting and hiring, goal-setting, time management, building habits, developing future leaders, managing change, creating habits, coaching conversations and financial wellness.

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Genesco believes it is important to give back to its own employees. The Company maintains two legacy programs to make a difference in its own employees’ lives.

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The Genesco Employee Scholarship Fund to assist Genesco employees, and their children, in attending four-year colleges and universities.

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The Genesco Employee Emergency Fund helps Genesco employees or eligible dependents who are experiencing economic hardship as a result of certain unforeseen and unpreventable circumstances.

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Genesco supports employees through a variety of health and welfare benefits, including an Employee Assistance Program which provides resources to help employees make changes to improve overall well-being, navigate life events, and reach their goals.

Beyond giving back to its own employees, the Board believes it is important to encourage volunteer efforts and giving back to the community. The Company supports volunteer-led community outreach and non-profit initiatives that align with the Company’s philanthropy goals, with an aim to improve the overall quality of life in the communities where its employees work and live, and beyond. Notable programs include the Cold Feet, Warm Shoes program which has been ongoing for more than 30 years (with the exception of a pause during Fiscal 2021 and Fiscal 2022 due to COVID-19), providing more than 100,000 pairs of shoes to communities in need and our “Make a Difference” Charity Golf Tournament, which has provided a cumulative benefit of over $6 million to United Way of Greater Nashville. In addition, the Company empowers employees to volunteer and make an impact in their own communities through a variety of supportive initiatives, including Genesco’s Community Service Policy providing full-time employees with 10 hours per year of paid time to perform community service and the Genesco Employee Matching Gift Program providing matching donations up to $1,000 annually to the non-profit of their choice.

Shareholder Engagement

Each year certain members of the Board and management meet with shareholders on business and corporate strategy-related items, financial and operating performance and corporate governance matters. Management reports to the full Board on these discussions. This process ensures that the Board and management understand and consider the issues important to the Company’s shareholders and enables the Company to address such issues effectively. The Company’s corporate governance profile and executive compensation programs reflect the input of shareholders from outreach efforts. The Company extended invitations to meet with our ten largest shareholders, collectively holding approximately 52% of our common stock.

Board Self-Evaluation Process

The Board annually participates in a self-evaluation process. For Fiscal 2024, the Board conducted an evaluation in which each director was asked to assess the Board’s structure and composition, the conduct and frequency of Board and committee meetings, the performance of Board committees, and other topics related to the Board’s effectiveness and its relationship with management. The results of the evaluations were compiled and summarized and discussed by the Board in executive session.

Communications with Directors by Shareholders, Employees and Other Interested Parties

The Board has established procedures for the Company’s shareholders and other interested parties to communicate with members of the Board. Shareholders and employees of the Company and other interested parties may address communications to directors, either collectively or individually (including to the lead independent director or to the non-management directors as a group), in care of the Corporate Secretary, Genesco Inc., 535 Marriott Drive, Nashville, Tennessee 37214. The Corporate Secretary’s office delivers to directors all written communications, other than commercial mailings, addressed to them.

Directors’ Annual Meeting Attendance

The Company encourages all directors to be present at the annual meeting of shareholders. All of the Company’s directors were present at last year’s virtual annual meeting.

Director Age Limit

The Company’s Corporate Governance Guidelines require that any director that is over the age of 75 at the time of the annual meeting of shareholders shall not be nominated to the Board at that meeting by the nominating and governance committee.

Legal Proceedings

The Company is not aware of any legal proceedings related to any directors that are required to be disclosed under Item 401(f) of Regulation S-K under the Exchange Act.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines for the Company. They are accessible on the Company’s website, www.genesco.com.

Code of Business Conduct and Ethics for Employees and Directors

The Company has adopted a Code of Business Conduct and Ethics for Employees, Officers and Directors that applies to all employees, officers and directors. The Company has made the Code of Business Conduct and Ethics for Employees, Officers and Directors available and intends to provide disclosure of any amendments or waivers of the code with respect to directors and executive officers within four business days after an amendment or waiver on its website, www.genesco.com.

Website

The charters of the nominating and governance, compensation and audit committees, the Corporate Governance Guidelines and the Code of Business Conduct and Ethics for Employees, Officers and Directors are available on the Company’s website, www.genesco.com. All references to the Company’s website in this proxy statement are inactive textual references only. Print copies of these documents will be provided to any shareholder who sends a written request to the Corporate Secretary, Genesco Inc., 535 Marriott Drive, Nashville, Tennessee 37214.

SECURITY OWNERSHIP OF OFFICERS, DIRECTORS AND

PRINCIPAL SHAREHOLDERS

Principal Shareholders

The following table sets forth the ownership, as known to the Company as of April 29, 2024, according to the most recent filings of Schedules 13G and 13D and amendments thereto, as applicable, by the beneficial owners which own beneficially more than 5% of the Company’s common stock. Percentages are calculated based on 11,633,895 outstanding shares as of April 29, 2024. None of such persons owns any equity securities of the Company other than common stock.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
AllianceBernstein L.P. (1) 501 Commerce Street Nashville, Tennessee 37203		1,195,741		10.3	%
BlackRock, Inc. (2) 50 Hudson Yards New York, New York 10001		992,798		8.5	%
Pzena Investment Management, LLC (3) 320 Park Avenue, 8^th Floor New York, New York 10022		765,354		6.6	%
Dimensional Fund Advisors LP (4) Building One, 6300 Bee Cave Road Austin, Texas 78746		715,076		6.1	%
The Vanguard Group (5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355		663,428		5.7	%

(1)	Based upon a Schedule 13G/A filed January 10, 2024, showing sole voting power with respect to 1,081,534 shares and sole dispositive power with respect to 1,195,741 shares.

(2)	Based upon a Schedule 13G/A filed January 25, 2024, showing sole voting power with respect to 968,860 shares and sole dispositive power with respect to 992,798 shares.

(3)	Based upon a Schedule 13G filed February 9, 2024, showing sole voting power with respect to 568,591 shares and sole dispositive power with respect to 765,354 shares.

(4)	Based upon a Schedule 13G/A filed February 9, 2024, showing sole voting power with respect to 701,181 shares and sole dispositive power with respect to 715,076 shares.

(5)	Based upon a Schedule 13G/A filed February 13, 2024, showing shared voting power with respect to 12,506 shares, sole dispositive power with respect to 639,688 shares, and shared dispositive power with respect to 23,740 shares.

Ownership of Directors and Management

The following table sets forth information as of April 29, 2024, regarding the beneficial ownership of the Company’s common stock by each of the Company’s directors, the persons required to be named in the Company’s summary compensation table appearing elsewhere in the proxy statement and the directors and executive officers as a group. None of such persons owns any equity securities of the Company other than common stock.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)(2)
Joanna Barsh		38,031
Matthew M. Bilunas		5,168
Carolyn Bojanowski		5,168
John F. Lambros		11,934
Thurgood Marshall, Jr.		24,837
Angel R. Martinez		12,479
Mary E. Meixelsperger		15,764
Gregory A. Sandfort		15,044
Mimi E. Vaughn		374,299
Thomas A. George		56,874
Scott E. Becker		56,418
Parag D. Desai		97,073
Danny Ewoldsen		47,127
Mario Gallione		64,230
Current Directors and Executive Officers as a Group (17 Persons)		824,482	(3)

(1)	Each director and officer owns less than 1% of the outstanding shares of the Company’s common stock, other than Mimi E. Vaughn, who owns approximately 3.22% of the Company’s common stock based on 11,633,895 outstanding shares as of April 29, 2024.

(2)

Shares are shown as beneficially owned if the person named in the table has or shares the power to vote or direct the voting of, or the power to dispose of, or direct the disposition of, such shares, which includes shares of restricted stock that remain subject to forfeiture or that vest within 60 days of April 29, 2024. See “Director Compensation” and “Executive Compensation — Summary Compensation Table” below.

(3)	Constitutes approximately 7.09% of the outstanding shares of the Company’s common stock based on 11,633,895 outstanding shares as of April 29, 2024.

Director and Executive Officer Ownership Guidelines

The nominating and governance committee of the Board has adopted share ownership guidelines for directors and executive officers, including the named executive officers. The guidelines require that named executive officers hold at least the number of shares specified below:


Chief Executive Officer		60,000 shares
Chief Operating Officer (if applicable)		30,000 shares
Chief Financial Officer and Operational Senior Vice Presidents		20,000 shares
Other Senior Vice Presidents		15,000 shares

The guidelines allow covered executives up to five years from their appointment dates to comply with the guidelines. All executive officers complied with the guidelines through Fiscal 2024 or were within the five year window to achieve compliance. Restricted stock grants may be used to satisfy the guidelines, consistent with the intent that such awards align executive officers’ interests with those of shareholders. The value of unearned performance-vested equity awards and the “in-the-money” value of unexercised stock options do not count toward achievement of the guidelines.

The guidelines require that non-employee directors hold a number of shares equal to five times their annual cash retainer. Directors are expected to achieve that ownership within five years of the director’s election to the Board. All non-employee directors have complied with the ownership guidelines or are within the five year window to achieve compliance.

Anti-Hedging Policy for Directors and Officers

The Board has adopted a policy prohibiting hedging against future declines in the market value of the Company’s securities by directors and officers of the Company. This policy prohibits directors and officers from directly or indirectly engaging in any hedging transaction that eliminates or limits economic risk with respect to the director’s or officer’s interest in the Company’s securities, including any compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities. The policy reflects the Board’s judgment that hedging transactions decrease alignment between the interests of the officers and directors and those of the shareholders, undermining the objectives underlying stock-based compensation and the share ownership policy for officers and directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, certain of our officers and persons who beneficially own more than 10% of the Company’s common stock to file with the SEC reports of stock ownership and changes in ownership (Forms 3, 4 and 5) in shares of our common stock. Based solely upon a review of copies of Forms 3, 4 and 5 for the fiscal year ended February 3, 2024, we believe that all our executive officers, directors, greater than 10% beneficial owners and other Section 16 officers complied with all filing requirements on a timely basis, except for the Form 4 filed by Thomas George on March 28, 2024, which was inadvertently filed late due to administrative oversight.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal 2024 Summary Results

The Company embraces a pay-for performance philosophy, and the compensation of the named executive officers for Fiscal 2024 was directly aligned with the Company’s financial performance. Johnston & Murphy and Schuh achieved another year of record sales in Fiscal 2024 which helped to offset pressure on the Journeys business which, although achieving sequential comparable sales improvement each quarter during Fiscal 2024, faced continuing headwinds. The Company was able to grow its comparable digital business by 8% in Fiscal 2024 and expanded its digital penetration to 23%. The Company continues to invest in its digital business, launching Journeys All Access loyalty program and buy online, pick up in store in North America with positive results. The Company has also made substantial progress in realigning its cost base. Consistent with our Fiscal 2024 performance and pay-for-performance philosophy, none of the named executive officers earned bonus payments under the Fourth Amended and Restated EVA Plan (the “EVA Plan”) for the year.

Compensation Philosophy

Genesco’s compensation programs are intended to attract and retain employees with skills necessary to enable the Company to achieve its financial and strategic objectives and to motivate them through the use of appropriate incentives tied to the Company’s performance and market value to achieve those objectives. The Company recognizes that the goals of employee attraction, retention and motivation must be balanced against the necessity of controlling compensation expense, with the ultimate objective of building shareholder value. With respect to senior management (executive officers and heads of the Company’s operating units and staff departments, including the principal executive officer, the principal financial officer and the additional officers listed in the Summary Compensation Table which follows this discussion, who are referred to in this discussion as the “named executive officers”), the compensation committee of the Board (the “compensation committee” or, in this “Compensation Discussion and Analysis” section, the “committee”) has the responsibility to design a compensation program and set levels of compensation that attempt to achieve the optimal balance between employee attraction, retention and motivation, on the one hand, and control of compensation expense, on the other.

This Compensation Discussion and Analysis describes our executive compensation programs for Fiscal 2024 named executive officers who were:

Mimi E. Vaughn, chair of the Board, president and chief executive officer;

Thomas A. George, senior vice president—finance and chief financial officer;

Scott E. Becker, senior vice president, general counsel and corporate secretary;

Parag D. Desai, senior vice president—chief strategy and digital officer;

Daniel E. Ewoldsen, senior vice president of the Company and president, Johnston & Murphy; and

Mario Gallione, former senior vice president of the Company and president, Journeys Group. See “Compensation Discussion and Analysis—Other Compensation—Change of Control Arrangements, Severance Plans and Arrangements with Mr. George and with Mr. Gallione,” for a description of the termination-related arrangements with Mr. Gallione.

2023 Say on Pay Vote and Shareholder Engagement

In Fiscal 2024, the Company continued its robust and ongoing shareholder engagement program. At the annual meeting of shareholders in 2023, the compensation of the named executive officers of the Company was submitted for a non-binding, advisory “say on pay” vote by shareholders. Approximately 88.48% of the votes cast were voted in favor of the compensation paid to the named executive officers. The committee considered and expects to continue to consider shareholder views on compensation philosophy and implementation as expressed in the most recent “say on pay” vote when setting compensation. The committee’s focus is on motivating employees to achieve the Company’s long-term financial and strategic objectives, making changes to the compensation program if appropriate to continue to align with long-term strategy to create shareholder value.

Compensation Changes beginning in Fiscal 2024

The Company’s executive compensation program is designed to attract, retain, and motivate top-level talent who possess the skills and leadership necessary to grow the business and enable long-term value creation. To ensure that management’s interests are aligned with those of the Company’s shareholders and to motivate and reward individual initiative and effort, the Company’s executive compensation program emphasizes a pay-for-performance compensation philosophy so that attainment of Company and individual performance goals are rewarded. The committee annually reviews and analyzes market trends (including compensation market data from an approved peer group of companies) and adjusts the design and operation of the Company’s executive compensation program from time to time as it deems appropriate. While the committee’s compensation philosophy remains unchanged, in connection with its review of the compensation program in Fiscal 2023, the committee determined that it was in the best interests of the Company and its shareholders to make certain modifications to the program beginning in Fiscal 2024. Based on the committee’s analysis, with the input of its compensation consultant and other outside advisors, as well as feedback from shareholders, the committee determined to simplify the EVA Plan and introduce a new component of its long-term equity-based incentive program by making grants of performance-based restricted share units (“PSUs”) as described in more detail below.

The committee made several changes to the EVA Plan aimed at reducing the volatility, providing a cap on payouts and minimizing perceived complexity in the plan. In furtherance of those goals, in March 2023, the committee adopted the Fourth Amended and Restated EVA Incentive Compensation Plan to, among other things, (i) simplify target setting, (ii) reduce payout curve leverage to reduce payout volatility, (iii) provide that only zero or positive bonuses can be earned, (iv) eliminate contributions to bonus banks (negative or positive) beginning in Fiscal 2024 and phase out bonus banks entirely by the end of Fiscal 2026, and (v) cap bonuses at three times target. The amended plan also establishes certain transitional rules for bonus banks existing at Fiscal 2023 year end as such bonus banks are phased out. These transitional rules require the repayment of any legacy negative bonus bank over Fiscal 2024, 2025 and 2026 consistent with the plan’s historical banking provisions.

In addition, to align Genesco’s long-term incentive plan with typical market practice and shift leverage from the EVA Plan to equity, beginning in Fiscal 2024, members of senior management received 50% of their annual long-term incentive grant value in the form of PSUs. For awards made in Fiscal 2024, the performance targets are based on cumulative adjusted operating income by business unit over a three-year period ending on January 31, 2026. The vesting schedule of time-based restricted shares has also been reduced from four years to three years to align with market practice. Going forward, the committee will continue to evaluate the equity program and performance metrics to ensure alignment of executives’ interests with those of shareholders.

Fiscal 2024 Compensation Discussion

1. Compensation Mix. Genesco’s compensation programs for its senior management are designed to incorporate a significant element of pay for performance.

For Fiscal 2024, the Company generally targeted base salaries at or below the market median, while providing upside potential through time-vested stock-based compensation and performance-based compensation, comprised of a combination of annual cash incentives and PSUs linked to operating results.

The graphs below illustrate, for the chief executive officer and for the other named executive officers as a group, the components of target total direct compensation (defined as base salary, target annual cash incentive award and the grant date market value of restricted shares and PSUs granted under the Amended and Restated 2020 Equity Incentive Plan) for Fiscal 2024:

Chief Executive Officer

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Other Named Executive Officers (Group Average)

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2. Compensation Committee Process. In seeking to balance employee attraction and retention with appropriate management of compensation expense, the committee looks primarily to market data. It retains an independent compensation consultant to work directly with the committee in gathering and analyzing data. The committee and its consultant also solicit input from the chief executive officer on subjective considerations such as an individual executive’s performance and aspects of his or her role in the Company that might affect the relevance of market comparisons and perceptions of internal equity that the chief executive officer believes should be taken into account in individual cases of the Company’s other executives. On the basis of the market data, management input, and the consultant’s knowledge of trends and developments in compensation design, the consultant annually presents analyses and observations regarding the material elements of senior management direct compensation for the committee’s consideration. The final compensation decisions rest with the committee.

In May 2018, the Company engaged F.W. Cook as its independent compensation consultant, and F.W. Cook’s analysis was used by the committee to make decisions about target total direct compensation levels for Fiscal 2024. Total fees paid by the Company to F.W. Cook represent a minimal portion of the firm’s total revenues, and as a result of this and other factors, the committee believes that no conflict of interest existed or exists in its role as compensation consultant to the committee.

In recent years, the committee has approached its analysis of senior management compensation from the perspective of total direct compensation (consisting of base salary, target annual incentive opportunities, and long-term incentives). For its analysis of compensation levels established for Fiscal 2024, the committee referenced the following 16-company peer group: Abercrombie & Fitch Co.; The Buckle, Inc.; Caleres, Inc.; The Cato Corporation; Chico’s FAS Inc.; The Children’s Place, Inc.; Deckers Outdoor Corporation; Designer Brands Inc.; Express, Inc.; G-III Apparel Group, Ltd.; Shoe Carnival, Inc.; Skechers USA, Inc.; Steve Madden, Ltd.; Urban Outfitters, Inc.; Wolverine World Wide, Inc.; and Zumiez Inc. This was the same peer group that was used for Fiscal 2023 compensation decisions. At the time the peer group was approved, the Company’s trailing four quarter revenue was at the 50th percentile of the peer group. In addition, peer group data are supplemented with revenue-scoped general industry and retail survey data, as appropriate.

3. Elements of Direct Compensation. For Fiscal 2024, total direct compensation to the Company’s senior management consisted of annual base salary, annual incentive bonuses and long-term incentives in the form of stock-based awards, including PSUs with a three-year performance period. The committee generally seeks to pay base salaries at or below the market median, using the bonus to provide the potential for above-median cash compensation for superior performance against annual performance objectives that reward creation of shareholder value. The long-term incentive element is stock-based and a portion is tied directly to Company performance which further aligns management’s interests with those of the shareholders. The committee also considers targeted total cash levels (base salary plus the target bonus) and total direct compensation (target total cash plus the grant date value of long-term incentives) in relation to the peer group and survey data.

A. Base Salary. The Company pays base salaries to its employees in order to provide a level of assured compensation reflecting the employment market of the employee’s skills and the demands of the employee’s position. Base salaries are reviewed annually and adjusted when appropriate based on comparisons to market, executive performance and other considerations. The following table sets forth the base salary increases approved by the committee for each named executive officer:


Named Executive Officer	Fiscal 2023		Fiscal 2024		Fiscal 2024 Base Salary Increase $		Fiscal 2024 Base Salary Increase %
Mimi E. Vaughn	$	999,500	$	1,025,000	$	25,500		2.6	%
Thomas A. George	$	500,000	$	500,000	$	0		0	%
Scott E. Becker	$	441,000	$	450,000	$	9,000		2.0	%
Parag D. Desai	$	417,000	$	417,000	$	0		0	%
Daniel E. Ewoldsen	$	355,000	$	365,000	$	10,000		2.8	%
Mario Gallione (1)	$	510,000	$	510,000	$	0		0	%

(1)

In connection with his retirement on February 3, 2024, Mr. Gallione entered into a letter agreement with the Company on August 30, 2023, whereby Mr. Gallione received a reduced monthly salary of $12,500 from October 29, 2023 to February 3, 2024 in consideration of continued service during such time, resulting in an actual base salary paid to Mr. Gallione in Fiscal 2024 of $420,000.

B. Annual Incentive Compensation. (i) Overview. Executive officers participated in the EVA Plan in Fiscal 2024, which is designed to reward increasing earnings in an amount sufficient to provide a return on capital greater than the Company’s cost of capital. The committee believes that the EVA Plan, which rewards executives for successfully executing shorter-term business goals, has adequately aligned pay and performance.

All named executive officers are participants in the EVA Plan. The EVA Plan also incorporates a provision making a portion of each participant’s award contingent on the achievement of individual strategic goals to provide an incentive for strategic and operational objectives that may not be immediately reflected in the annual financial performance of the participant’s business unit. The compensation committee annually sets target bonus levels based on the Company’s peer group and survey comparisons of target bonuses as a percentage of base salary and target total cash compensation. The chief executive officer also provides input to the committee on target bonus levels for positions other than his or her own.

(ii) Bonus Targets. The following table sets forth target bonuses as a percentage of base salary for the named executive officers for Fiscal 2024:


Named Executive Officer	Target Bonus as a Percentage of Base Salary
Mimi E. Vaughn		125	%
Thomas A. George		75	%
Scott E. Becker		65	%
Parag D. Desai		75	%
Daniel E. Ewoldsen		60	%
Mario Gallione		75	%

The named executive officers’ target bonuses as a percentage of base salary were unchanged from Fiscal 2023 except for Ms. Vaughn whose target bonus was increased from 110% to 125%, Mr. George whose target bonus was increased from 70% to 75%, and Mr. Becker whose target bonus was increased from 62% to 65%, in each case in an effort to more closely align their target cash compensation with external benchmarks. Mr. Ewoldsen’s target bonus was also increased from 55% to 60% in recognition of his performance leading Johnston & Murphy.

(iii) Award Components. The named executive officers participating in the EVA Plan in Fiscal 2024 were eligible to receive a fraction or multiple of their target awards capped at 300% based on the factors described below. Participants were eligible to earn cash awards equal to the sum of (a) 75% of their bonus targets multiplied by a factor determined by changes in Economic Value Added (“EVA”) (the “EVA change factor”) for their respective business units or for the Company as a whole for the year, and (b) 25% of the targets multiplied by (i) the EVA change factor for their respective business units for the year and (ii) the percentage of achievement of individual strategic goals (discussed in greater detail below) agreed upon by the participant and the chief executive officer (and by the committee and the chief executive officer with respect to the chief executive officer’s strategic goals) during the first quarter of the fiscal year. For Fiscal 2024, the committee assigned the business unit allocation of the chief executive officer and the chief executive officer assigned each other participant’s business unit allocation, who also determined the weighting of the various business unit components for participants with responsibility for multiple units. The allocations of the chief executive officer were also approved by the committee. Among the named executive officers participating in the EVA Plan in Fiscal 2024, Ms. Vaughn, Mr. George, Mr. Desai and Mr. Becker were assigned 100% to the Corporate Total business unit; Mr. Ewoldsen was assigned 100% to the Johnston & Murphy business unit; and Mr. Gallione was assigned 100% to the Journeys Group business unit.

See “Bonus Calculation Factors,” below, for additional information on the performance factors for each named executive officer’s business unit and for the Company as a whole for Fiscal 2024.

(iv) EVA Calculations. EVA for Fiscal 2024 was determined by subtracting from a business unit’s net operating profit after taxes (“NOPAT”) a charge of 10% of the average net assets (total assets minus non-interest bearing liabilities) employed to generate the profit. The 10% capital charge represented the Company’s estimate of its weighted average cost of debt and equity capital. The EVA Plan is designed to encourage efficient use of assets, since profit improvement that is less than 10% of the incremental net assets employed reduces the participant’s bonus. Incentive awards are determined by the amount of actual EVA change during the year relative to EVA change targets for the year.

NOPAT and net assets employed for EVA Plan purposes are not necessarily the same as the corresponding accounting measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial reporting purposes. The Company’s NOPAT for purposes of the EVA Plan in Fiscal 2024 was calculated by (a) adjusting reported earnings from operations upward by the following amounts which adjustments were approved at the beginning of the plan year:

•

$28.5 million in the “Goodwill impairment” line on the Consolidated Statements of Operations for Fiscal 2024;

•

$1.8 million in the “Asset impairments and other, net” line on the Consolidated Statements of Operations for Fiscal 2024; and

•

$1.2 million for tax credits;

and (b) adjusting the resulting figure downward by the following amounts:

•

$0.6 million related to fixed asset impairments;

•

$1.3 million in purchase price adjustments related to the Togast acquisition;

•

$1.0 million in a large capital projects adjustment related to a new distribution center at Schuh;

•

$1.2 million in a large capital projects adjustment related to a distribution expansion at Journeys;

•

$6.1 million related to the difference between recorded bonus expense under GAAP and a one-time target bonus;

•

$1.2 million of other adjustments; and

•

taxes at a 28% rate for the Company’s operations other than Schuh and at an 18% rate for Schuh’s operations.

(v) Bonus Calculation Factors. The following table shows for the business unit of each named executive officer in Fiscal 2024: (a) the amount of EVA improvement required to earn a target bonus award (the “Expected Improvement” or “EI”), (b) the incremental EVA change required to earn each additional whole-number multiple of the target (the “Leverage Interval” or “LI”), (c) the EVA change for the business unit, and (d) the multiple of the target bonus actually earned. Fractional multiples are earned for incremental changes less than the full improvement interval shown in column (b).


	(a)		(b)		(c)			(d)
Business Unit	FY 2024 Target EVA Improvement (EI) ($)		FY 2024 Incremental Improvement Interval (LI) ($)		FY 2024 EVA Change ($)			FY 2024 Bonus Multiple
Corporate Total		1,500,000		20,000,000		(67,324,000	)		N/A
Journeys Group		700,000		21,900,000		(61,183,000	)		N/A
Johnston & Murphy		400,000		2,900,000		(3,370,000	)		N/A

In Fiscal 2024, based on the goals to reduce volatility, shift leverage and minimize perceived complexity in the plan, each business unit’s target for EVA improvement (shown in column (a), above) was set by the committee based on the long-term average EVA growth of the Company and its peers, which has been relatively flat, while maintaining a reasonable growth ambition. The incremental improvement interval (shown in column (b), above), is both the amount of additional EVA improvement above the amount in column (a) that is required to earn a bonus of two times the participant’s target and also the amount of shortfall from the column (a) target that will result in a zero bonus. For Fiscal 2024, the committee set the incremental improvement interval based on the historical NOPAT variability of the Company and its peers so that bonus multiples would be expected to be in the 0x to 2x range approximately 70% of the time. The EVA improvement and incremental improvement percentage are expected to be revisited at least every three years. While the bonus bank features of the EVA Plan have been eliminated, performance above 300% or below 0% may be addressed by the committee electing to reduce or increase all or a portion of the Expected Improvement and Leverage Interval targets in subsequent years to reward overachievement or hold management accountable for underachievement for prior year performance.

(vi) Individual Strategic Objectives. As noted above, the payment of 25% of each participant’s annual incentive award for EVA improvement is contingent on the participant’s achievement of individual strategic goals agreed upon in advance with the participant’s supervisor. Not achieving all individual strategic goals for a given fiscal year can reduce an EVA Plan award that is otherwise payable, but performance meeting or exceeding these strategic goals cannot serve to increase the amount of any such award. Individual strategic goals for the named executive officers typically involve initiatives that the executive officers consider important to the long-term prospects of the participants’ business units, but that may not be adequately rewarded by the portion of the bonus calculated on current financial performance. Examples could include retail divisions’ opening a targeted number of new retail stores on schedule, implementation of an operational improvement or cost reduction program, or a business unit’s launch of a new retail concept or product line. No individual strategic goal was material to any named executive officer’s compensation or to any component of it in Fiscal 2024. The participant’s supervisor, generally in consultation with the participant, determines whether and to what extent the participant’s individual strategic goals have been met. Certain strategic goals are quantitative, allowing an objective determination of the extent to which they are achieved, while others are more qualitative in nature, requiring a subjective determination of achievement. The EVA Plan permits full credit for strategic goals if they have been at least 95% achieved.

No portion of the award for achievement of individual strategic goals is ordinarily to be paid unless some portion of the applicable award for operating results is earned, although the EVA Plan authorizes the committee to consider

exceptions for extraordinary strategic successes upon the recommendation of the chief executive officer. No exceptions of this nature have ever been made.

(vii) Historical Bonus Bank. The historical banking feature under the EVA Plan was eliminated beginning in Fiscal 2024. Beginning in Fiscal 2024, awards for EVA results are capped at three times target and “negative awards” for results less than target are no longer possible. For Fiscal 2024, fifty percent of a named executive officer’s award in excess of two times the target bonus was required to be withheld to “repay” any negative bonus bank amount existing at Fiscal 2023 year-end.

Consistent with the historical program design, any remaining negative balance from a single year will be canceled to the extent not repaid after three subsequent years, such that all negative balances will be eliminated by Fiscal 2026. Including Fiscal 2024 adjustments, remaining bonus bank balances for the named executive officers are as follows:


Mimi E. Vaughn	($	6,743,097)
Thomas A. George	($	3,780,000)
Scott E. Becker	($	1,475,621)
Parag D. Desai	($	1,729,343)
Daniel E. Ewoldsen	($	17,049)
Mario Gallione	($	1,115,014)

Bonuses reported in column (g) of the Summary Compensation Table below are cash bonuses actually payable for the years indicated, reflecting, where applicable, reductions of amounts otherwise payable by the recapture of previously accrued negative balances pursuant to the prior “banking” feature of the EVA Plan and positive bank balances held back in prior years that became payable for the year indicated because of performance in that year. For Fiscal 2024, none of the named executive officers earned a bonus payment under the EVA Plan.

C. Stock-Based Compensation. For Fiscal 2024, the Committee introduced PSUs into the long-term incentive compensation program, further linking the compensation of the Company’s named executive officers with Company performance. Each named executive officer’s long-term incentive compensation was awarded 50% in restricted stock and 50% in PSUs. Grants of restricted stock and PSUs to executive officers and other key employees of the Company are intended to provide them with an incentive to make decisions that are in the long-term best interests of the Company and to balance the shorter-term annual cash incentive component of executive compensation. Stock-based compensation is also intended to align the financial interests of management with those of the Company’s shareholders. The value of a share of restricted stock is dependent upon the Company’s stock price performance. Grants of PSUs are designed to reward the Company’s executive officers for creating long-term shareholder value. If the performance thresholds are not met, the PSUs do not vest and the executive does not receive compensation. If the performance thresholds and the service conditions are met, PSUs vest and a vested PSU represents the full value of a share of the Company’s common stock. The value of restricted stock and PSUs can either increase or decrease based on the trading price of the Company’s stock.

(i) Restricted Stock. The grant date fair value of restricted shares granted in April 2023 for each named executive officer (other than Mr. George whose award was granted in June 2023) is as follows:


Named Executive Officer	Fiscal 2024
Mimi E. Vaughn	$	1,591,602
Thomas A. George⁽¹⁾	$	60,235
Scott E. Becker	$	222,650
Parag D. Desai	$	251,123
Daniel E. Ewoldsen	$	172,738
Mario Gallione⁽²⁾	$	307,177

(1)	Mr. George received a one-time grant of restricted stock in June 2023 in connection with the extension of his employment arrangement with the Company.

(2)	Mr. Gallione’s restricted stock award was forfeited in connection with his retirement on February 3, 2024.

The restricted stock is subject to forfeiture upon termination of the grantee’s employment prior to vesting, which, for the Company’s annual award grant in April 2023, occurs in three equal annual increments from the date of grant. Mr. George’s grant of restricted stock in June 2023 vests fifty percent on the first anniversary of the date of grant and the remainder upon the Company’s filing of its Annual Report on Form 10-K in March 2025 (the “2025 Annual Report”). Prior to Fiscal 2024, awards of restricted stock generally vested in four equal annual increments. The Committee determined to shorten the vesting period with respect to restricted stock to align with market practice.

(ii) PSUs. The number of PSUs that vest, if any, is based upon the achievement of targeted performance metrics and can range from 50% of target (at threshold) to 200% of target (at maximum) (or 0%, if performance is below the threshold level). The performance metric for the PSUs granted in Fiscal 2024 is cumulative adjusted operating income by business unit over the three year period ending January 31, 2026 compared to a target level of achievement set by the committee. Among the named executive officers receiving PSUs in Fiscal 2024, Ms. Vaughn, Mr. Desai and Mr. Becker were assigned 100% to the Corporate Total business unit; Mr. Ewoldsen was assigned 100% to the Johnston & Murphy business unit; and Mr. Gallione was assigned 100% to the Journeys Group business unit. The target level of achievement was set by the committee after considering a number of factors including the Company’s long-term business plan, general economic conditions, performance trends in the retail industry, growth rates of comparable retailers and investor expectations. The performance goals were designed to be challenging but achievable if the Company successfully executes on its long-term business plan over the three-year performance period.

The grant date fair value of PSUs granted in April 2023 for each named executive officer (other than Mr. George who did not receive a PSU grant) is as follows:


Named Executive Officer	Fiscal 2024
Mimi E. Vaughn	$	1,591,602
Thomas A. George		N/A
Scott E. Becker	$	222,650
Parag D. Desai	$	251,123
Daniel E. Ewoldsen	$	172,738
Mario Gallione⁽¹⁾

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SEC Form DEF 14A filed by Genesco Inc.