DEF 14A

John Vandemore

Chief Financial Officer

Philip Paccione

General Counsel, Corporate Secretary and Executive
Vice President of Business Affairs

Mark Nason

Executive Vice President of Product Development

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the

Securities Exchange

t of 1934

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

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, For Use of the Commission Only (as permitted by 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional materials

☐		Soliciting Material Pursuant to § 240.14a-12

SKECHERS U.S.A., INC.
(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):

☒		No fee required.

☐		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

SKECHERS U.S.A., INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders to Be Held on Monday, June 12, 2023

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Skechers U.S.A., Inc., a Delaware corporation, to be held on Monday, June 12, 2023 at 12:00 p.m. Pacific Time. This year’s Annual Meeting will be held solely virtually via the Internet at www.virtualshareholdermeeting.com/SKX2023. You will not be able to attend the Annual Meeting in person.

Our Annual Meeting is being held for the following purposes:

To elect the three nominees for election named in the enclosed proxy statement as members to the Board of Directors to serve for a three-year term as Class III Directors;

To approve an amendment to our Certificate of Incorporation to permit the exculpation of our officers;

To approve the 2023 Incentive Award Plan;

To conduct a non-binding advisory vote to approve the compensation of our Named Executive Officers;

To conduct a non-binding advisory vote on the frequency of future advisory votes to approve the compensation of our Named Executive Officers;

To consider a stockholder proposal requesting the Board of Directors to prepare a report for a net zero emissions plan, if properly presented at the meeting; and

To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors has set the close of business on April 13, 2023 as the record date for determining those stockholders who will be entitled to vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 12, 2023: The proxy statement and 2022 Annual Report are available in the SEC Filings section of the investor relations page of our corporate website at https://investors.skechers.com/financial-data/all-sec-filings and at www.proxyvote.com.

This year, we are continuing to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials, which include the Notice of Annual Meeting, our Proxy Statement, our 2022 Annual Report and a proxy card or voting instruction form. The Notice contains instructions on how to access those documents on the Internet and how to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials by mail. If you receive a paper copy of our proxy materials, you can cast your vote by completing the enclosed proxy card and returning it in the postage-prepaid envelope provided, or by utilizing the telephone or Internet voting systems. Returning a signed proxy card or submitting a proxy over the Internet or by telephone will not affect your right to vote at the virtual Annual Meeting. Please submit your proxy promptly to avoid the expense of additional proxy solicitation.

You are cordially invited to attend the Annual Meeting virtually, and if you plan to attend the Annual Meeting you must log in to www.virtualshareholdermeeting.com/SKX2023 using the 16-digit control number on the Notice, proxy card or voting instruction form that accompanied the proxy materials.


		FOR THE BOARD OF DIRECTORS

		Philip G. Paccione, Corporate Secretary
Dated: May 1, 2023
Manhattan Beach, California

LOGO

SKECHERS U.S.A., INC.

PROXY STATEMENT

For Annual Meeting of Stockholders to be Held

June 12, 2023 at 12:00 p.m. Pacific Time

This proxy statement is delivered to you by Skechers U.S.A., Inc., a Delaware corporation (“we,” “us,” “our,” “our company” or “Skechers”), in connection with our Annual Meeting of Stockholders to be held on June 12, 2023 at 12:00 p.m. Pacific Time (the “Annual Meeting”). The Annual Meeting will be held solely virtually via the Internet at www.virtualshareholdermeeting.com/SKX2023. The Board of Directors of Skechers (the “Board”) is soliciting proxies to be voted at the Annual Meeting.

As permitted by the Securities and Exchange Commission (“SEC”), Skechers is providing most stockholders with access to our proxy materials over the Internet rather than in paper form. Accordingly, on or about May 1, 2023, we will mail to most stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials over the Internet and mail printed copies of the proxy materials to the rest of our stockholders. If you receive the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in our Proxy Statement and our 2022 Annual Report to Stockholders. The Notice also instructs you on how to submit your proxy via the Internet. If you receive the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

YOUR VOTE IS VERY IMPORTANT.

If a proxy is duly granted and returned over the Internet, by telephone or by mailing a proxy card in the accompanying form, the shares represented by the proxy will be voted as directed. If no direction is given, the shares represented by the proxy will be voted FOR the election of the nominees for director named herein, FOR the approval of the amendment to our Amended and Restated Certificate of Incorporation, FOR the approval of our 2023 Incentive Award Plan, FOR the approval of the compensation of our Named Executive Officers, FOR every three years on the frequency of future advisory votes to approve the compensation of our Named Executive Officers, and AGAINST the stockholder proposal. Any proxy given pursuant to this solicitation may be revoked at any time prior to its exercise by notifying our Corporate Secretary, Philip Paccione, in writing of such revocation, by duly executing and delivering another proxy bearing a later date, by submitting another proxy by telephone or via the Internet (your latest telephone or Internet voting instructions are followed) or by attending and voting at the virtual Annual Meeting. If your shares are held in street name and you want to change your vote, please contact your broker, bank or other nominee to find out how to do so. We will incur the cost of this solicitation of proxies. In addition, our officers and other regularly engaged employees may, in a limited number of instances, solicit proxies. We will reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending proxy materials to beneficial owners of our Class A Common Stock and Class B Common Stock.

Shares Outstanding and Quorum

Holders of our Class A Common Stock and Class B Common Stock of record at the close of business on April 13, 2023 will be entitled to vote at the Annual Meeting. There were 138,518,770 shares of Class A Common Stock and 20,473,521 shares of Class B Common Stock outstanding on that date. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes, the

shares of Class A Common Stock and Class B Common Stock vote together as a single class on all matters upon which stockholders have the right to vote, and the presence virtually or by proxy of holders of a majority of the combined voting interest of the outstanding shares of Class A Common Stock and Class B Common Stock is necessary to constitute a quorum for the Annual Meeting. A quorum must be established to consider any matter. Your shares will be accounted as present at the Annual Meeting if you are present at the virtual Annual Meeting or have properly submitted a proxy card by mail or submitted a proxy by telephone or over the Internet.

How You Can Vote

You may vote by attending the Annual Meeting and voting at the virtual meeting or you may vote by submitting a proxy. If you are the record holder of your stock, you may vote by submitting your proxy via the Internet, by telephone or through the mail.

To vote via the Internet, follow the instructions on the Notice or go to the Internet address stated on your proxy card. To vote by telephone, call the number on your proxy card. If you receive only the Notice, you may follow the procedures outlined in the Notice to request a proxy card.

As an alternative to voting by telephone or via the Internet, you may vote by mail. If you receive only the Notice, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. If you receive a paper copy of the proxy materials and wish to vote by mail, simply mark your proxy card, date and sign it and return it in the postage-prepaid envelope. If you do not have the postage-prepaid envelope, please mail your completed proxy card to the following address: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you hold your shares of our Class A Common Stock in street name you will receive the Notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions via the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of our Proxy Statement and proxy card by following the instructions on the Notice provided by your broker, bank or other nominee.

The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on June 11, 2023. Stockholders who submit a proxy via the Internet should be aware that they may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by such stockholders. Stockholders who submit a proxy via the Internet or by telephone need not return a proxy card or the form forwarded by your broker, bank or other nominee by mail.

Attending and Voting at the Virtual Annual Meeting

The Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/SKX2023. You will not be able to attend the Annual Meeting in person.

Access to the Annual Meeting. The live audio webcast of the Annual Meeting will begin at 12:00 p.m. Pacific Time. Online access to the webcast will open approximately 30 minutes prior to the start of the Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time.

Log-in Instructions. Stockholders will need to log-in to www.virtualshareholdermeeting.com/SKX2023 using the 16-digit control number on the Notice, proxy card or voting instruction form to attend the Annual Meeting.

Submitting Questions at the Annual Meeting. Stockholders may submit questions and vote on the day of, or during, the Annual Meeting on www.virtualshareholdermeeting.com/SKX2023. To demonstrate proof of stock ownership, you will need to enter the 16-digit control number received with your Notice, proxy card or voting

instruction form to submit questions and vote at our Annual Meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to Skechers and that are submitted in accordance with the Rules of Conduct for the Annual Meeting, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be answered only once. To promote fairness, efficient use of our resources and ensure all stockholder questions are able to be addressed, we will respond to no more than three questions from a single stockholder.

Technical Assistance. Beginning 30 minutes prior to the start of and during the virtual Annual Meeting, we will have support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log-in page at www.virtualshareholdermeeting.com/SKX2023.

Voting shares prior to and at the virtual Annual Meeting. Stockholders may vote their shares at www.proxyvote.com prior to the day of the virtual Annual Meeting or at www.virtualshareholdermeeting.com/SKX2023 on the day of and during the virtual Annual Meeting. If you are a beneficial owner, you must submit a legal proxy from your broker or other nominee as the record holder and a letter from your broker or other nominee showing that you were the beneficial owner of your shares on the Record Date.

Counting of Votes

Pursuant to Proposal No. 1, the three candidates for director receiving the most “For” votes of the votes entitled to be voted at the Annual Meeting will become directors of Skechers. Because directors are elected by a plurality of the votes cast, a “Withhold” vote as to Proposal No. 1 will not have any effect on the election of directors as long as one vote is cast for each director nominee. Stockholders may not cumulate their votes. Proposal No. 2 seeks the approval of an amendment to our Amended and Restated Certificate of Incorporation to exculpate our officers from personal liability from monetary damages for breaches of their fiduciary duties, and Proposal No. 3 seeks the approval of the 2023 Incentive Award Plan. Proposal No. 4 is a non-binding advisory proposal to approve the compensation of our Named Executive Officers, and Proposal No. 5 is a non-binding advisory proposal on the frequency of future advisory votes to approve the compensation of our Named Executive Officers. Proposal No. 6 is a stockholder proposal requesting the Board of Directors to prepare a report for a net zero climate transition plan. Proposal No. 2 will be considered as having passed if it receives the affirmative “For” vote of a majority of the voting interest of the outstanding shares of our Class A Common Stock and Class B Common Stock. Any shares not voted by abstention or otherwise will have the same effect as a vote “Against” Proposal No. 2. Each of Proposal Nos. 3, 4, and 6 will be considered as having passed if it receives the affirmative “For” vote of a majority of voting interest of the shares of Class A Common Stock and Class B Common Stock virtually present or represented by proxy and entitled to vote on each such proposal at the Annual Meeting. Proposal No. 5 also requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. If none of the frequency alternatives (every 1 year, 2 years or 3 years) receives such a majority, we will consider the frequency with highest number of votes cast “For” by stockholders to be the frequency that has been selected by our stockholders. Proxies marked “Abstain” as to Proposal Nos. 2, 3, 4, 5 and/or 6 will have the same effect as a vote cast against it.

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. With respect to our 2023 Annual Meeting, brokers are not permitted to vote on any of Proposal Nos. 1 through 6 without instructions from the beneficial owner. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting and will not be counted in determining whether there is a quorum.

Householding

The SEC has adopted rules that permit companies and intermediaries such as banks and brokers to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single proxy statement or Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate copies of our Notice or proxy statement and annual report, please notify your bank or broker, direct your written request to Investor Relations, Skechers U.S.A., Inc., 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266, or contact our investor relations advisory firm, Addo Communications, by telephone at (310) 829-5400. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker.

Our principal executive office is located at 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes, with each director serving a three-year term and until their successors is duly elected and qualified or until their death, resignation or removal. One class of directors is elected annually at our annual meeting of stockholders. Our bylaws provide for a variable Board of Directors with between five and eleven members. We currently have eight members on our Board of Directors. Our bylaws give the Board of Directors the authority to increase or decrease the number of directors without the approval of our stockholders, and our bylaws also give our stockholders the authority to increase or decrease the size of our Board of Directors. The nominees for election to our Board of Directors at our 2023 Annual Meeting of Stockholders are Katherine Blair, Yolanda Macias and Richard Siskind. For more information regarding our nominees, please see “Information Concerning Director Nominees” below.

Unless otherwise directed by stockholders, within the limits set forth in our bylaws, the proxy holders will vote all shares represented by proxies held by them for the election of Katherine Blair, Yolanda Macias and Richard Siskind, who are director nominees and are currently members of the Board of Directors. We have been advised by Katherine Blair, Yolanda Macias and Richard Siskind of their availability and willingness to serve if re-elected. In the event that any of Katherine Blair, Yolanda Macias and Richard Siskind becomes unavailable or unable to serve as a member of the Board of Directors prior to the voting, the proxy holders will refrain from voting for them or will vote for a substitute nominee in the exercise of their best judgment.

The Board of Directors recommends a vote FOR each of these director nominees.

PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION

TO PERMIT THE EXCULPATION OF OUR OFFICERS

Section 102(b)(7) of the General Corporation Law of the State of Delaware was amended effective August 1, 2022 to authorize exculpation of officers of Delaware corporations. Specifically, the amendments extend the opportunity for Delaware corporations to exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions. This provision would not exculpate officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this provision exculpate such officers from liability for claims brought by or in the right of Skechers, such as derivative claims.

Our Board of Directors believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent. This protection has long been afforded to directors. Accordingly, the Board believes that the proposal to extend exculpation to officers is fair and in the best interests of Skechers and its stockholders.

Proposed Amendment to Skechers’ Certificate of Incorporation

The proposed amendment would authorize the exculpation of officers for personal liability for breach of the duty of care in certain actions as permitted by Section 102(b)(7) of the Delaware General Corporation Law. This description of the proposed amendment is a summary and is qualified by the full text of the proposed amendment to our amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), which is attached to this proxy statement as Appendix A and is marked to show the changes described above.

Recommendation

On March 9, 2023, our Board adopted resolutions approving, subject to stockholder approval at the Annual Meeting, the proposed amendment (the “Amendment”) of our Certificate of Incorporation in order to permit the exculpation of officers pursuant to Section 102(b)(7) of the Delaware General Corporation Law. Our Board recommends that our stockholders vote “FOR” the Amendment of our Certificate of Incorporation to permit such exculpation of officers.

Vote Required

Approval of the Amendment of our Certificate of Incorporation requires an affirmative vote of a majority of the voting interest of the outstanding shares of our Class A Common Stock and Class B Common Stock.

If our stockholders approve the Amendment of our Certificate of Incorporation, our Board has authorized our officers to file the Amendment with the Delaware Secretary of State, and the Amendment would become effective upon acceptance by the Delaware Secretary of State. Our Board intends to make that filing if, and as soon as practicable after, this proposal is approved at the Annual Meeting.

The Board of Directors recommends a vote FOR approval of the Amendment to our Certificate of Incorporation to permit exculpation of our officers.

PROPOSAL NO. 3

APPROVAL OF THE 2023 INCENTIVE AWARD PLAN


Executive Summary of Proposal and Selected Plan Information
Introduction:		On April 6, 2023, upon recommendation of the Compensation Committee, the Board approved the Skechers U.S.A., Inc. 2023 Incentive Award Plan (the “Plan”), subject to stockholder approval at the 2023 Annual Meeting. The Plan will supersede our 2017 Incentive Award Plan (the “2017 Plan”), which is the only plan under which equity-based incentives may currently be awarded to our officers, other employees, non-employee directors and consultants. Awards currently outstanding under the 2017 Plan will remain outstanding under the 2017 Plan in accordance with their terms. The Board recommends a vote “For” the approval of the Plan and believes the Plan is in the best interests of Skechers and our stockholders for the following reasons: • Attracts and retains talent. Talented employees, executives and directors are essential to the successful execution of our business strategies. The purpose of the Plan is to enable us to attract, motivate and retain key personnel and to provide them with an opportunity to acquire and maintain an equity interest in our company and to receive incentive compensation opportunities tied to our performance. • Motivates and rewards key personnel. The Plan supports our business objectives by linking the compensation of key personnel to the performance of our company and individual accomplishments, as well as the value of our Class A common stock. Our compensation program currently provides for (i) annual cash incentives that motivate and reward key personnel to achieve our annual business objectives and (ii) long-term equity incentives that motivate and reward key personnel to achieve our multi-year business objectives and to drive the long-term value of our Class A common stock. • Aligns with stockholder interests. The Plan provides for the grant of incentive compensation awards to eligible participants, including equity incentives that are based on the long-term value of our Class A common stock and the achievement of strategic performance goals over specified performance periods. These awards encourage key personnel to focus on our long-term performance and increase their investment in our company. If the Plan is approved, we will be able to maintain our primary means of aligning the interests of our employees, executives and directors with the interests of our stockholders. If the Plan is approved by our stockholders, the Plan will become effective on June 12, 2023 (the “Effective Date”) and, as of such Effective Date, no further awards will be made under the 2017 Plan. If our stockholders do not approve the Plan, the 2017 Plan will remain in effect in its current form, subject to its expiration date.
Proposed Share Reserve:		A total of 7,500,000 shares of Class A common stock are reserved for awards granted under the Plan. The Plan’s reserve will be reduced by one (1) share for every one (1) share granted under the 2017 Plan after December 31, 2022 and prior to the Effective Date.


		If (i) any shares subject to an award are forfeited or an award expires or is settled for cash (in whole or in part), or (ii) after December 31, 2022, any shares subject to an award under the 2017 Plan are forfeited or an award expires or is settled for cash (in whole or in part), then in each such case the Shares subject to such award shall, to the extent of such forfeiture, expiration or cash settlement, be added to the Plan’s reserve. In the event that withholding tax liabilities arising from a full-value award (i.e., an award other than an stock option or stock appreciation right) or, after December 31, 2022, arising from a full-value award under the 2017 Plan are satisfied by the tendering of shares (either actually or by attestation) or by the withholding of shares by us, the shares so tendered or withheld shall be added to the Plan’s reserve.
Impact on Dilution and Fully-Diluted Overhang:		Our Board recognizes the impact of dilution on our stockholders and has evaluated this share request carefully in the context of the need to motivate, retain and ensure that our leadership team and key employees are focused on our strategic priorities. If the Plan is approved, the total fully-diluted overhang as of December 31, 2022, would be approximately 6.6%. In this context, fully-diluted overhang is calculated as the sum of awards outstanding under the 2017 Plan plus the proposed share reserve under the Plan (numerator) divided by the sum of the numerator and basic common shares outstanding, with all data effective as of December 31, 2022. Our Board believes that the proposed share reserve represents a reasonable amount of potential equity dilution to accommodate our long-term strategic and growth priorities.
Expected Duration of the Share Reserve:		We expect that the share reserve under the Plan, if this proposal is approved by our stockholders, will be sufficient for awards to attract, retain, and motivate employees for approximately five (5) years. Expectations regarding future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity at the executive level; the rate at which shares are returned to the Plan’s reserve under permitted addbacks; the future performance of our stock price; the consequences of acquiring other companies; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations.
Governance Highlights:		The Plan incorporates numerous governance best practices, including: ☑ No “liberal share recycling” of options or SARs. ☑ No dividends or dividend equivalents on options or SARs. ☑ Dividends and dividend equivalent rights, if any, on all other awards will be subject to the same vesting requirements as the underlying award and will only be paid at the time those vesting requirements are satisfied. ☑ Minimum 100% fair market value exercise price for options and SARs. ☑ No repricing of options or SARs and no cash buyout of underwater options and SARs without stockholder approval, except for equitable adjustments in connection with certain corporate transactions. ☑ No “liberal” change in control definition or automatic “single-trigger” change in control vesting. ☑ The Plan does not provide for an annual increase in the share reserve, and may not be amended to increase the share reserve without stockholder approval.

Plan Term:

The Plan will terminate on the tenth anniversary of the Effective Date, unless terminated earlier by the Board. Termination of the Plan shall not affect the terms or conditions of any award granted prior to termination.

Stockholder Approval:

Stockholder approval of the Plan is necessary in order for us to meet the stockholder approval requirements of the New York Stock Exchange (the “NYSE”), as well as enable the Plan to grant incentive stock options (“ISOs”) in accordance with the requirements of Section 422 of the Code relating to ISOs.

Summary of Key Stock Plan Data

Share Usage

The following table sets forth information regarding stock-settled, time-vested equity awards granted, and performance-based equity awards earned, over each of the last three fiscal years:


	2022	2021	2020	3-Year Average
Stock Options/Stock Appreciation Rights (SARs) Granted	0	0	0
Stock-Settled Time-Vested Restricted Shares/Units Granted	1,446,550	1,201,600	1,319,300
Stock-Settled Performance-Based Shares/Units Vested*	0	0	0
Weighted-Average Basic Common Shares Outstanding	155,627,295	155,539,182	154,184,487
Share Usage Rate	0.9%	0.8%	0.9%	0.9%

With respect to performance-based shares/units in the table above, we calculated the share usage rate based on the applicable number of shares vested (based on meeting both service and performance conditions) each year. For reference, the performance-based shares/units granted during the foregoing 3-year period were as follows: 232,500 shares in fiscal 2022, 217,500 shares in fiscal 2021 and 250,000 shares in fiscal 2020.

Overhang as of December 31, 2022

The following table sets forth certain information as of December 31, 2022, unless otherwise noted, with respect to our equity compensation plans:


Stock Options/SARs Outstanding		0
Weighted-Average Exercise Price of Outstanding Stock Options/SARs		n/a
Weighted-Average Remaining Term of Outstanding Stock Options/SARS		n/a
Total Stock-Settled Full-Value Awards Outstanding		3,423,902
Proposed share reserve under the Plan*		7,500,000
Basic common shares outstanding as of December 31, 2022		155,283,061

The proposed share reserve is subject to reduction for any awards granted under the 2017 Plan after December 31, 2022. As of December 31, 2022, there were 2,749,532 shares available for future grant under the 2017 Plan. Upon stockholder approval of the new Plan, no further awards will be made under the 2017 Plan.

As of April 20, 2023, the per-share closing price of our Class A common stock as reported on the NYSE was $49.99.

Description of the Proposed 2023 Plan

The following sets forth a description of the material terms of the proposed 2023 Incentive Award Plan. The following summary is qualified in its entirety by reference to the full text of the Plan attached hereto as Appendix A.

Share Reserve

The aggregate number of shares of our Class A common stock available for issuance pursuant to awards granted under the Plan is 7,500,000 shares. The Plan’s reserve will be reduced by one (1) share for every one (1) share granted under the 2017 Plan after December 31, 2022 and prior to the Effective Date. Shares granted under the Plan may be authorized but unissued shares, or shares purchased in the open market. If an award under the Plan or, after December 31, 2022, any award under the 2017 Plan is forfeited, expires or is settled for cash (including shares of restricted stock that are repurchased by us during the restricted period applicable to such shares at the same price paid by the holder), any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. In addition, any shares tendered by the holder or withheld by us to satisfy any tax withholding obligation with respect to a full-value award under the Plan or, after December 31, 2022, a full value award granted under the 2017 Plan can be used again for new grants under the Plan.

Notwithstanding anything to the contrary, the following shares will not be added back to the shares available for grant under the Plan:

•

shares tendered by a holder or withheld by us in payment of the exercise price of an option granted under the Plan;

•

shares tendered by the holder or withheld by us to satisfy any tax withholding obligation with respect to a option or SAR granted under the Plan;

•

shares subject to a SAR granted under the Plan that are not issued in connection with the stock settlement of the SAR on exercise thereof; and

•

shares purchased on the open market with the cash proceeds from the exercise of options granted under the Plan.

Awards granted under the Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Plan to the extent that grants of awards using such authorized shares are (i) permitted without stockholder approval under the rules of the principal securities exchange on which our Class A common stock is then listed and (ii) made to individuals who were not employed by or providing services to our company or its subsidiaries immediately prior to such transaction.

Non-employee Director Limit

The grant date fair value of equity-based awards granted to any non-employee director during any calendar year taken together with any cash fees paid in respect of service as a member of the Board during such calendar year (including service as a member or chair of any committees of the Board), will not exceed $750,000 per calendar year.

Administration

The Plan will be administered by our Board with respect to awards to non-employee directors and by the Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (our Board and such committees, the “plan administrator”), subject to certain limitations that may be imposed under Section 16 of the Securities Exchange Act and/or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Plan, including any vesting and vesting acceleration conditions, repurchase provisions, forfeiture provisions, form of payment and any performance criteria.

Eligibility

Awards other than ISOs may be granted to any of our officers, employees, consultants or directors or any officers, employees, consultants or directors of a subsidiary of our company. Only officers and employees of our company or its subsidiaries may be granted ISOs under Section 422 of the Code. As of March 31, 2023, approximately 15,600 employees including six executive officers, 1,500 consultants and five non-employee directors were eligible to participate in the Plan.

Awards

The Plan provides that the administrator may grant or issue options, including ISOs and non-qualified stock options (NSOs), SARs, restricted stock, restricted stock units (RSUs), dividend equivalents and other stock-based and cash-based awards to eligible participants. Awards other than cash awards generally will be settled in shares of our Class A common stock, but the plan administrator may provide for cash settlement of any award. Each award will be evidenced by an award agreement, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations, and in the case of an option, will be designated as either an ISO or NSO. A brief description of each award type follows.

Stock Options

Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date. The Plan provides for the grant of ISOs under the federal tax laws or NSOs. ISOs may be granted only to employees, and NSOs may be granted to employees, directors or consultants. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). The exercise price of options will be determined by the administrator, provided that the exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

Stock Appreciation Rights

SARs entitle their holder, upon exercise, to receive from us an amount equal to the difference between the fair market value of the shares subject to the SAR on the exercise date and the exercise price of the SAR. Each SAR will be governed by a stock appreciation right agreement and may be granted in connection with stock options or other awards, or separately. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

Restricted Stock and Restricted Stock Units

Restricted stock is an award of nontransferable shares of our Class A common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our Class A common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Vesting conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. Holders of restricted stock, unlike recipients of other equity awards, will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse, except that, dividends accrued prior to vesting shall only be paid to the extent that the vesting conditions are subsequently satisfied.

Dividends and Dividend Equivalents

Dividend equivalents represent the right to receive the equivalent value of the dividends, if any, per share paid by us on shares of Class A common stock, and may be granted alone or in tandem with awards other than

stock options or SARs. Dividend equivalents are credited as of dividend payment dates during the period between the date an award is granted (or such other dates as may be determined by the plan administrator) and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator.

In no event will dividends or dividend equivalents be paid with respect to options or stock appreciation rights under the Plan. Further, notwithstanding anything to the contrary, with respect to full-value awards, if such award provides for a right to dividends or dividend equivalents, any dividends or dividend equivalents will be subject to the same vesting requirements as the underlying award and will only be paid at the time those vesting requirements are satisfied.

Other Stock or Cash-Based Awards

Subject to the provisions of the Plan, the plan administrator shall determine the terms and conditions of each other stock or cash-based award, including the term of the award, any exercise or purchase price, performance goals, transfer restrictions, vesting conditions and other terms and conditions. Other stock or cash-based awards may be paid in cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, as determined by the plan administrator, and may be available as a form of payment in the settlement of other awards granted under the Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an individual is otherwise entitled.

Transferability of Awards

Awards are transferable only by will and the laws of descent and distribution, or to the extent authorized by the administrator, to certain permitted transferees, including members of the participant’s immediate family. The participant may also designate one or more beneficiaries in the event of death on a designated form provided by the administrator. For the avoidance of doubt, under no circumstance may an award be transferred to a third party for monetary consideration.

Changes in Capitalization; Corporate Transactions

In the event of certain transactions and events affecting our Class A common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions, the plan administrator has broad discretion to take action under the Plan, as well as to make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and to facilitate such

transactions or events, including providing for the cash-out, assumption, substitution, accelerated vesting or termination of awards. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Plan and outstanding awards.

Change in Control

In the event of a change in control of our company (as defined in the Plan), to the extent that outstanding equity awards are not continued, converted, assumed or replaced, then all such awards will become fully vested and, as applicable, exercisable, and all forfeiture, repurchase and other restrictions on such awards will lapse immediately prior to such change in control.

Foreign Participants and Participant Payments

The plan administrator may modify award terms, establish sub-plans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Plan, the plan administrator may, in its discretion, accept cash or check, shares of our Class A common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Forfeiture and Clawback Provisions

All awards shall, to the extent set forth in such clawback policy and/or in the applicable award agreement, be subject to the provisions of any claw-back policy implemented by us, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such clawback policy was in place at the time of grant of an Award.

Amendment; Termination; Repricing

Our Board of Directors may amend, suspend or terminate the Plan at any time, provided that, subject to certain exceptions set forth in the Plan, no amendment, suspension or termination will, without the consent of the holder, materially adversely affect any rights or obligations under any award previously granted, unless the award itself otherwise expressly so provides.

In addition, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Plan, “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares.

No awards shall be granted under the Plan after the tenth anniversary of the Effective Date.

New Plan Benefits

Grants of awards under the Plan are subject to the discretion of the Compensation Committee. No awards have been granted under the Plan and it is not possible to determine the benefits that will be received in the future by participants in the Plan. The discussion in the Compensation Discussion & Analysis, including the Summary Compensation Table, Grants of Plan-Based awards Table and Outstanding Equity awards at Fiscal Year-End Table set forth information with respect to prior awards granted to our individual named executive officers under the 2017 Plan. Please see the Director Compensation Table for awards granted to our non-employee directors under the 2017 Plan.

U.S. Federal Income Tax Consequences

The following is a brief summary of certain United States federal income tax consequences generally arising with respect to awards under the Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the Plan. Each participant is advised to consult his or her personal tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards.

Non-Qualified Stock Options

If an optionee is granted an NSO under the Plan, the optionee should not have taxable income on the grant of the option. Generally, the optionee should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The optionee’s basis in the Class A common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our Class A common stock on the date the optionee exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income, except to the extent the deduction limits of Section 162(m) apply.

Incentive Stock Options

A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our Class A common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. We are not entitled to a tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares but subject to the deduction limits of Section 162(m).

Other Awards

The current federal income tax consequences of other awards authorized under the Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); restricted stock units, other stock or cash based awards, dividend equivalents, and other incentive awards are generally subject to tax at the time of payment.

Section 162(m) of the Code

Section 162(m) generally prohibits a public company from deducting compensation paid to a “covered employee” in excess of $1.0 million in any taxable year. Prior to the enactment of The Tax Cuts and Jobs Act of 2017 (the “TCJA”) on December 22, 2017, compensation that qualified as “performance-based” compensation under Section 162(m) could be excluded from this $1.0 million limit. The TCJA repealed the “performance-based” compensation exemption for taxable years beginning after December 31, 2017 (subject to certain transition rules). As a result of the repeal of the “performance-based” compensation exemption, no awards under the Plan, whether performance-based or otherwise, will be eligible to be excluded from the $1.0 million limit on deductible compensation under Section 162(m).

Section 409A of the Code

Certain types of awards under the Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties and additional state taxes). To the extent applicable, the Plan and awards granted under the Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the plan administrator, the Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

Parachute Payments

The vesting of any portion of an award that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Internal Revenue Code. Any such parachute payments may be non-deductible to our company, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Vote Required

Approval of the 2023 Incentive Award Plan requires approval by a majority of the voting interest of the shares of Class A Common Stock and Class B Common Stock virtually present or represented by proxy and entitled to vote at the Annual Meeting.

The Board of Directors recommends a vote FOR approval of the 2023 Incentive Award Plan.

PROPOSAL NO. 4

ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are seeking stockholder approval of an advisory, non-binding basis of the compensation of our Named Executive Officers as disclosed in the section of this proxy statement titled “Executive Compensation.” In this Proposal No. 4, stockholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Offers, as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the proxy statement for the Company’s 2023 Annual Meeting of Stockholders.”

Stockholders are urged to read the “Compensation Discussion and Analysis” section of this proxy statement, which discusses in detail how our compensation policies and procedures implement our compensation philosophy, and to refer to the related executive compensation tables. The compensation of our Named Executive Officers is based on a design that ties a substantial percentage of an executive’s compensation to our attainment of financial and other performance measures that, our Board of Directors believes, promote the creation of long-term stockholder value and position our company for long-term success. As described more fully in the Compensation Discussion and Analysis, the mix of fixed and performance-based compensation, as well as the terms of restricted stock awards, are designed to enable our company to attract and maintain top talent while, at the same time, creating a close relationship between our company’s performance and overall stockholder return and the Named Executive Officers’ compensation. Our Compensation Committee and Board of Directors believe that the design of the program, and hence the compensation awarded to Named Executive Officers under the current program, fulfills this objective.

Although the vote is advisory and non-binding, our Board of Directors and Compensation Committee value the opinions that our stockholders express in their votes and will consider the voting results in connection with their ongoing evaluation of our compensation program. Our Board of Directors has determined to hold an advisory vote on the compensation of our Named Executive Officers every three years. Unless the Board of Directors modifies its determination on the frequency of such future advisory votes, the next advisory vote on the compensation of our Named Executive Officers will be held at the 2026 annual meeting of stockholders.

The Board of Directors recommends a vote FOR the advisory, non-binding resolution approving the compensation of our Named Executive Officers

PROPOSAL NO. 5

ADVISORY VOTE ON FREQUENCY OF FUTURE VOTES TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

Section 14A of the Securities Exchange Act requires us to submit a non-binding, advisory resolution to stockholders at least once every six years to indicate how frequently they believe we should seek an advisory vote on the compensation of our Named Executive Officers. In this Proposal No. 5, we are seeking an advisory, non-binding determination from our stockholders as to the frequency with which stockholders would have an opportunity to provide an advisory approval of our executive compensation program. We are providing stockholders the option of selecting a frequency of every one, two or three years, or abstaining. In voting on this proposal, you should mark your proxy for one, two or three years based on your preference as to the frequency with which future advisory votes on executive compensation should be held. You may also abstain from voting on this proposal.

Our Board of Directors recommends that future advisory votes on the compensation of our Named Executive Officers occur every three years because our Board and Compensation Committee believe that this frequency will provide the most effective means for conducting and responding to the advisory vote based on a number of considerations, including the following:

•

Our compensation program is designed to induce and reward performance over a multi-year period;

•

A three-year cycle will provide investors sufficient time to evaluate the effectiveness of our short- and long-term compensation strategies and the related business outcome of our company;

•

A three-year vote cycle gives our Board of Directors and Compensation Committee sufficient time to thoughtfully respond to stockholders’ sentiments and to implement any necessary changes to our executive compensation policies and procedures; and

•

As discussed under “Corporate Governance and Board Matters—Stockholder Communications with the Board of Directors,” we provide our stockholders an opportunity to communicate with the Board.

Stockholders are not voting to approve or disapprove the recommendation of our Board of Directors, but rather to indicate their choice among these frequency options.

Although the result of this vote is advisory and non-binding, our Compensation Committee and Board of Directors value the opinions that our stockholders express in their votes and will consider our stockholders’ concerns and take them into account in determining how frequently future advisory votes on the compensation of our Named Executive Officers will occur.

The Board of Directors recommends a vote FOR the advisory, non-binding resolution approving the compensation of our Named Executive Officers every three years.

PROPOSAL NO. 6

STOCKHOLDER PROPOSAL REQUESTING THE BOARD OF DIRECTORS TO ISSUE A REPORT FOR NET ZERO EMISSIONS PLAN

As You Sow, beneficial owners of at least $25,000 worth of our Class A Common Stock, submit the following resolution to stockholders for approval at the Annual Meeting, if properly presented. We will provide the proponents’ share ownership and address, as available, to any stockholder promptly upon request to our General Counsel by calling 310-318-3100 or sending a request to Skechers U.S.A., Inc., 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266. The text of the proponent’s resolution and supporting statement appear below, printed verbatim from its submission. We disclaim all responsibility for the content of the proposal and the supporting statement, including sources referenced therein.

WHEREAS: Investor demand to reduce corporate emissions reflects the reality that climate change poses a systemic risk to companies and to investor portfolios.

Experts agree that to avoid the most catastrophic effects of climate change, global temperature Increase must be limited to 1.5 degrees Celsius (“1.5°C”). This will require achieving global net zero greenhouse gas emissions by 2050. Failure to reach this goal is projected to have severe economic consequences.¹ Because the window for limiting global warming to 1.5°C is quickly narrowing, immediate and aligned emissions reduction is required of all market sectors.²

Skechers USA, Inc. is the third-largest footwear brand in the world.³ According to the United Nations Environment Program, the fashion industry accounts for roughly ten percent of global carbon dioxide emissions.⁴

Skechers lacks any emissions disclosures or emissions reduction targets. It also fails to identify any climate-related risk in its 10-K. Such risks include instability in global supply chains due to climate impacts, climate-related sourcing constraints, and growing regulatory risk. Skechers does identify “intense competition” as a risk factor.⁵ Climate change now plays a role in consumer spending decisions,⁶ and Skechers significantly lags behind nearly all of its major competitors in addressing climate risk.

Deckers Brands, Puma, Adidas, Nike, Under Armour, and VF Corporation have set reduction targets for their Scope 1, 2, and 3 emissions and validated these targets through the Science Based Targets initiative.⁷ Most of Skechers’ American peers, including Deckers Brands, Nike, Under Armour, and Wolverine Worldwide, also identify climate-related risks in their annual reports.

Despite significant shareholder support for a similar proposal at Skechers last year, the company discloses no progress in measuring or reducing its emissions or in assessing and mitigating climate-related risk.

By setting science-based reduction targets for its Scope 1 through 3 emissions, disclosing a decarbonization plan, and demonstrating progress towards these goals, Skechers can align with peers and provide investors with assurance that it is addressing the regulatory, competitive, and physical risks associated with climate change.

¹	https://www.nytimes.com/2021/04/22/climate/climate-change-economy.html

²	https://report.ipcc.ch/ar6wg3/pdf/IPCC_AR6_WGIII_FinalDraft_FullReport.pdf

³	https://investors.skechers.com/press-releases/detail/526/skechers-announces-record-fjrst-quarter-2022-financial

⁴	https://www.bloomberg.com/graphics/2022-fashion-industry-environmental-impact/?sref=TtrRgti9

⁵	https://investors.skechers.com/financial-data/all-sec-filings/content/0001564590-22-007170/0001564590-22-007170.pdf

⁶	https://www.jpmorgan.com/insights/research/climate-change-consumer-spending

⁷	https://sciencebasedtargets.org/companies-taking-action

RESOLVED: Shareholders request the Board issue a report, at reasonable expense and excluding confidential information, disclosing how Skechers intends to reduce its full value chain greenhouse gas emissions in alignment with the Paris Agreement’s 1.5°C goal requiring Net Zero emissions by 2050.

SUPPORTING STATEMENT: Proponents recommend, at Board discretion, the report include:

•

Disclosure of all relevant Scope 1 through 3 emissions;

•

A timeline for setting 1.5°C-aligned near-term and net zero by 2050 reduction goals;

•

A climate transition plan to achieve emissions reduction goals across all relevant emissions Scopes;

•

A rationale for any decision not to set 1.5°C-aligned targets;

•

A commitment to report annually on progress in meeting emissions reduction goals.

BOARD OF DIRECTORS OPPOSITION STATEMENT

The Board of Directors has carefully considered the proposal and does not believe that its overly prescriptive approach is in the best interests of Skechers and its stockholders at this time, particularly considering the actions Skechers is already taking to address ESG related matters.

Last year, in response to a similar proposal from the Proponent, we wrote the following:

“[w]e do not believe it is responsible to commit to the Proponent’s requested actions without first completing the necessary foundational steps… Specifically, we are working with energy and sustainability consultants to define an Environmental, Social and Governance (“ESG”) strategy tailored to our unique circumstances as a footwear and apparel brand operating worldwide. We plan to conduct an ESG materiality assessment to develop and to begin implementing a multi-year [ESG] roadmap.”

Since that time, we have successfully kept each of these commitments, and have even prepared and issued Skechers’ inaugural Impact Report. This report clearly identifies both our current ESG initiatives as well as many others we plan to introduce in the future. At this time, we believe these actions, which focus on our product, our partners and our people, should be our top ESG priority.

Skechers will continue to strive for meaningful, enduring change that will be impactful to our customers, employees, communities, and stockholders. While we remain supportive of the Proponent’s mission, we do not believe it is in Skechers’ or our stockholders’ best interests to make the specific commitments in the proposal at this time.

The Board of Directors recommends a vote AGAINST the shareholder proposal requesting the Board to issue a report disclosing how Skechers intends to reduce its full value greenhouse gas emissions to achieve net zero emissions by 2050.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

For each director nominee and director, set forth below is his or her name, age, tenure as a director of our company, and a description of his or her principal occupation, other business experience, public company and other directorships held during the past five years. The specific experiences, qualifications, attributes and skills that led the Board of Directors to conclude that each nominee should serve as a director at this time are described below.

Information Concerning Director Nominees


Name	Age		Class and Year in Which Term Will Expire if Re-elected	Position
Katherine Blair		53	Class III (2026)	Director
Yolanda Macias		57	Class III (2026)	Director
Richard Siskind		77	Class III (2026)	Director

Katherine Blair has served as a member of our Board of Directors since May 2019. Ms. Blair has also served as a member of the board of directors of Impac Mortgage Holdings, Inc. since December 2019. Since April 2014, she has been a partner at Manatt, Phelps & Phillips, LLP in Los Angeles, and prior to that was a partner at K&L Gates LLP. Ms. Blair’s practice focuses on corporate, securities and transactional matters and advising executive officers, general counsel and directors on corporate governance, SEC reporting and compliance, public and private securities offerings, as well as mergers and acquisitions.

Ms. Blair currently serves as Chair of the Business Law Section of the Los Angeles County Bar Association, she is an officer of the Corporations Committee of the Business Law Section of the California Lawyers Association, and she is a member of the Board of Governors of the USC Institute of Corporate Counsel. Ms. Blair holds an undergraduate degree from the University of California, San Diego and a J.D., cum laude from Pepperdine University School of Law.

Ms. Blair’s qualifications to serve on our Board include 25 years in practice as a corporate securities lawyer advising public companies, including corporate, governance, reporting and transactional matters.

Yolanda Macias has served as a member of our Board of Directors since April 2022. Since December 2020, Ms. Macias has been Chief Content Officer at Cinedigm Entertainment Group, and from October 2013 to December 2020, she was an Executive Vice President at Cinedigm, where she is responsible for acquiring global content rights for all distribution and streaming platforms and for overseeing all digital and physical sales and marketing. Prior to 2013, Ms. Macias held various positions at Gaiam Inc., Vivendi Entertainment, which was a division of Universal Music Group, DirecTV, Inc., Technicolor and The Walt Disney Company. Ms. Macias currently serves on the Board of Directors and the Executive Committee of C5LA, which is a non-profit organization that helps under-resourced, high potential youth to enroll and to succeed in college. She also serves on the Advisory Board for The Digital Entertainment Group’s Canon Club, which is dedicated to supporting women in entertainment and technology. Ms. Macias received her Bachelor of Science degree in business administration with a concentration in finance from California State University, Northridge, and her Master of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University.

Ms. Macias’ qualifications to serve on our Board include 30 years of experience in the media and distribution sectors, establishing and executing content and sales strategies to facilitate the growth and success of companies and their shareholders in the entertainment, distribution, streaming and technology industries.

Richard Siskind has served as a member of our Board of Directors since June 1999. Since he founded R. Siskind & Company in 1991, Mr. Siskind has served as its Chief Executive Officer and a member of its board of directors. R. Siskind & Company is a business that purchases brand name men’s and women’s apparel and

accessories and redistributes those items to off-price retailers. R. Siskind & Company also controls other companies that have licenses and distribution agreements for various brands.

Mr. Siskind’s qualifications to serve on our Board include over 45 years of experience as chief executive officer of various companies in the consumer retail sector, including four years as Chief Executive Officer and six years as a board member of Magic Lantern Group, a publicly traded apparel company, and over 30 years as founder, Chairman of the Board and Chief Executive Officer of R. Siskind & Company. Mr. Siskind’s experience with consumer retail businesses includes expertise with business planning, operations, finance, inventory control, acquisitions and licenses.

Directors Not Standing for Election

The members of the Board of Directors who are continuing and not standing for election at this year’s Annual Meeting are set forth below.


Name	Age		Class and Year in Which Term Will Expire	Position
Robert Greenberg		83	Class I (2024)	Chairman of the Board and Chief Executive Officer
Morton Erlich		78	Class I (2024)	Director
Michael Greenberg		60	Class II (2025)	President and Director
David Weinberg		72	Class II (2025)	Chief Operating Officer, Executive Vice President and Director
Zulema Garcia		49	Class II (2025)	Director

Michael Greenberg has served as our President and a member of our Board of Directors since our company’s inception in 1992, and from June 1992 to October 1993, he served as our Chairman of the Board.

Mr. Greenberg’s qualifications to serve on our Board include over 30 years of experience in the footwear industry, specifically in sales, including his leadership as President of our company for over 30 years.

David Weinberg has served as our Chief Operating Officer since January 2006, as our Chief Financial Officer from September 2009 to November 2017 and from October 1993 to January 2006, and as Executive Vice President and a member of our Board of Directors since July 1998.

Mr. Weinberg’s qualifications to serve on our Board include over 30 years of experience in the footwear industry, specifically in finance and operations, including more than 20 years as our Chief Financial Officer and over 15 years as our Chief Operating Officer.

Zulema Garcia has served as a member of our Board of Directors since December 2021. Since October 2019, she has served as Senior Vice President of Internal Audit at Herbalife Nutrition. Prior to that she worked at KPMG LLP for 24 years, including 11 years as an audit partner until September 2019. She also served as Diversity Partner Champion for KPMG’s Audit Practice in the United States. Ms. Garcia currently serves on the Board of Trustees of Mount St. Mary’s University in Los Angeles and on the Board of Directors of The Boys & Girls Clubs of Metro Los Angeles. Ms. Garcia received her bachelor’s degree in Business Administration, with an emphasis in accounting, from Mount St. Mary’s University.

Ms. Garcia’s qualifications to serve on our Board include over 25 years of accounting and finance experience and being licensed as a certified public accountant in California and New York. As Senior Vice President of Internal Audit at Herbalife Nutrition, her responsibilities include overseeing worldwide financial,

operational, and IT internal audit activities for Herbalife Nutrition. While at KPMG, Ms. Garcia provided financial statement audit, audit of internal control over financial reporting, performance improvement consulting, equity financings including initial public offerings, and mergers and acquisitions services to SEC registrants and private companies in a variety of industries including retail, manufacturing, industrial, and bioscience products.

Robert Greenberg has served as our Chairman of the Board and Chief Executive Officer since October 1993.

Mr. Greenberg is uniquely qualified to serve on and lead our Board of Directors with over 35 years of experience in the footwear industry, primarily in branding and product design, including over 30 years as our founder, leader and one of our largest stockholders since our inception in 1992.

Morton Erlich has served as a member of our Board of Directors since January 2006 and has been an independent investor and consultant since October 2004. Since October 2013, Mr. Erlich has served as a member of the board of directors of American Vanguard Corporation. Mr. Erlich also serves as Chairman of the Audit Committee and member of each of the Compensation Committee and Nominating and Governance Committee at American Vanguard. Mr. Erlich worked for 34 years at KPMG LLP including 24 years as an audit partner until retiring in September 2004. His last position at KPMG LLP was Managing Partner of the office in Woodland Hills, California. Mr. Erlich is currently a member of the Board of Governors of the City of Hope.

Mr. Erlich’s qualifications to serve on our Board include 34 years of accounting and finance experience at KPMG LLP and being licensed as a certified public accountant in California since 1974. His license has been inactive since 2006. While a partner with KPMG LLP, Mr. Erlich served as lead audit partner for numerous companies in a variety of industries including companies in consumer markets, manufacturing, distribution and retail sectors. His accounting and finance experience includes expertise with various types of transactions such as bank lines of credit, debt financings, equity financings including public offerings, and mergers and acquisitions.

Executive Officers

The following table sets forth certain information with respect to our executive officers who are not also members of our Board of Directors. For information concerning Robert Greenberg, Michael Greenberg, and David Weinberg, see “Directors Not Standing for Election” above.

John Vandemore has served as our Chief Financial Officer since November 2017. Previously, he served as Executive Vice President, Divisional Chief Financial Officer of Mattel, Inc., from 2015 until 2017, and he served as Chief Financial Officer and Treasurer of International Game Technology from 2012 until 2015. Prior to 2012, Mr. Vandemore held various positions at The Walt Disney Company, AlixPartners, Goldman Sachs, and PricewaterhouseCoopers. Since December 2016, Mr. Vandemore has served as a member of the board of directors of Inspired Entertainment. Mr. Vandemore earned a Bachelor of Business Administration degree with a major in Accountancy from the University of Notre Dame and a Master of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University.

Philip Paccione has served as our Executive Vice President of Business Affairs since February 2000, as our Corporate Secretary since July 1998 and as our General Counsel since May 1998.

Mark Nason has served as our Executive Vice President of Product Development since March 2002. From January 1998 to March 2002, Mr. Nason served as our Vice President of Retail and Merchandising, and from December 1993 to January 1998, he served as our Director of Merchandising and Retail Development.

Robert Greenberg is the father of Michael Greenberg; other than the foregoing, no family relationships exist among any of our executive officers or directors.

Skills, Qualifications and Experience of Directors

The table below summarizes the key skills, qualifications and experience that the Board of Directors considered for each director nominee and each director continuing to serve on our Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our directors’ biographies describe each director’s background and relevant experience in more detail.

Director

Leadership

Industry

Finance/Risk
Management

Corporate
Governance

Digital/
Technology

Marketing

Diversity

Robert Greenberg

●

Michael Greenberg

●

David Weinberg

●

Katherine Blair

●

Morton Erlich

●

Zulema Garcia

●

Yolanda Macias

●

Richard Siskind

●

CORPORATE GOVERNANCE AND BOARD MATTERS

Board of Directors, Committees of the Board and Attendance at Meetings

Our Corporate Governance Guidelines were adopted by our Board of Directors as of April 28, 2004 to assist the Board in the exercise of its responsibilities. The Corporate Governance Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision making both at the Board and management levels, with a view to enhancing long-term stockholder value. The Corporate Governance Guidelines are posted in the Corporate Governance section of the Investor Relations page of our corporate information website located at https://investors.skechers.com/corporate-governance/governance-documents. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement.

Our Board of Directors met four times in 2022, and all directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of the Board on which the director served. While we do not have a policy requiring our directors to attend our Annual Meeting of Stockholders, all directors attended the Annual Meeting of Stockholders held in 2022.

The Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The table below provides current membership and meeting information for 2022 for each of the committees. Each of the members of these committees is independent as defined by Section 303A of the NYSE Listed Company Manual (the “NYSE Rules”), and each member of the Audit Committee is independent as defined by Section 10A(m)(3) of, and Rule 10A-3(b) under, the Exchange Act.


Name	Audit Committee	Compensation Committee	Nominating and Governance Committee
Katherine Blair		●	●†
Morton Erlich	●†	●
Zulema Garcia	●		●
Yolanda Macias			●
Richard Siskind	●	●†
Total Meetings in 2022	7	5	2

†	Committee Chairperson

Each of these committees acts under a written charter that complies with the applicable NYSE Rules and SEC rules. The functions performed by the committees are summarized below and are set forth in greater detail in their respective charters. The complete text of the charter for each committee can be found in the Corporate Governance section of the Investor Relations page of our corporate information website located at https://investors.skechers.com/corporate-governance/governance-documents, and copies are available in print, without charge, upon written request to our Corporate Secretary at Skechers U.S.A., Inc., 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement.

Director Independence

Our Board of Directors, consisting of eight members, has affirmatively determined that five of its members are independent as defined by Section 303A.02 of the NYSE Rules. These directors are Katherine Blair, Morton Erlich, Zulema Garcia, Yolanda Macias and Richard Siskind. The Board of Directors made this affirmative determination regarding these directors’ independence based on discussions with the directors and on its review of the directors’ responses to a questionnaire regarding employment and compensation history; affiliations, family and other relationships; and transactions with our company, its subsidiaries and affiliates. The Board

considered relationships and transactions between each director or any member of his or her immediate family and our company and its subsidiaries and affiliates, as reported in the section entitled “Transactions with Related Persons” in this proxy statement. The purpose of the Board of Director’s review with respect to each director was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent under the NYSE Rules.

Board Leadership Structure

Robert Greenberg currently serves as both Chairman of the Board and Chief Executive Officer of our company. We believe combining the roles of Chairman and Chief Executive Officer is currently the appropriate leadership model for our company as it provides for clear accountability and efficient and effective leadership of our business. Mr. Greenberg’s knowledge regarding our operations and the industries and markets in which we compete positions him to best identify matters for Board review and deliberation. The dual role serves as a bridge between management and the Board of Directors that enables Mr. Greenberg to provide his insight and direction on important strategic initiatives to both groups, ensuring that they act with a common purpose. As our founder and one of our largest stockholders, with beneficial ownership of approximately 53.0% of the aggregate number of votes eligible to be cast by our stockholders and the ability to exert significant influence over matters requiring approval by our stockholders, we believe Mr. Greenberg is the appropriate person to lead both our Board of Directors and the management of our company.

To further strengthen our corporate governance structure and provide independent oversight of our company, our Board of Directors appointed Morton Erlich as our Lead Independent Director for a five-year term, effective as of April 1, 2022. The Lead Independent Director acts as a liaison between the non-management directors on our Board and Robert Greenberg and the other members of our management team, chairs and presides over regularly held executive sessions without our management present, and performs other functions as requested by the non-management directors. Executive sessions are typically held in conjunction with regularly scheduled Audit Committee meetings and Board meetings, and additional sessions may be called by the Lead Independent Director in his own discretion or at the request of the Board of Directors.

Role of Board in Risk Oversight

Our Board of Directors is responsible for the oversight of risk management. The Board of Directors delegates much of this responsibility to the various committees of the Board. The Audit Committee is responsible for inquiring of management, our Vice President of Internal Audit and our independent registered public accounting firm about our financial reporting processes, internal controls and policies with respect to financial risk assessment and management. The Compensation Committee oversees risks related to our human capital and compensation programs and the Nominating and Governance Committee is responsible for reviewing regulatory and other ESG and corporate compliance risks. The Board is advised by the committees of significant risks and management’s response via periodic updates.

Audit Committee

Morton Erlich, Chairperson of the Audit Committee, and Zulema Garcia are “audit committee financial experts” as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. The Audit Committee is responsible for overseeing and evaluating (i) the quality and integrity of our financial statements, (ii) the performance of our internal audit and internal control functions in addition to financial risk assessment and management applicable to our company, (iii) our policies and procedures regarding transactions with related persons, as described in greater detail below in the section entitled “Transactions with Related Persons” in this proxy statement, (iv) the appointment, compensation, independence and performance of our independent registered public accounting firm, and (v) our compliance with legal and regulatory requirements.

Compensation Committee

The Compensation Committee is responsible for (i) discharging the Board’s responsibilities relating to compensation of our executive officers, (ii) overseeing the administration of our executive compensation plans, (iii) reviewing and discussing with our management the Compensation Discussion and Analysis required by the applicable SEC rules and recommending to the Board whether such disclosure should be included in our proxy statement, (iv) overseeing risks related to our compensation programs, (v) the appointment, compensation, independence and performance of the Compensation Committee’s independent compensation advisor, and (vi) producing a report on executive compensation for inclusion in our proxy statement in accordance with the applicable rules of the SEC. This includes reviewing and approving the annual compensation of our Chief Executive Officer and other executive officers, reviewing and making recommendations to the Board with respect to executive compensation plans, including incentive compensation and equity-based compensation, and reviewing and approving performance goals and objectives with respect to the compensation of our Chief Executive Officer and other executive officers consistent with our executive compensation plans. Since 2020, the Compensation Committee has retained the services of an independent compensation advisor, FW Cook, to advise on certain matters related to executive compensation. After review and consultation with FW Cook, the Compensation Committee determined that FW Cook is independent and there is no conflict of interest resulting from retaining FW Cook pursuant to applicable SEC and NYSE rules. For additional information on the roles of FW Cook, our Chief Executive Officer and other members of management in recommending the form or amount of executive compensation, see “Compensation Discussion and Analysis—Oversight Responsibilities for Executive Compensation” in this proxy statement.

Compensation Committee Interlocks and Insider Participation. None of the members of our Compensation Committee has ever been an employee or officer of our company or any of its subsidiaries. None of the members of our Compensation Committee has had a transaction since January 1, 2022 involving our company with value in excess of $120,000 in which any related person had a direct or indirect material interest. None of our executive officers has served or currently serves on the board of directors or on the compensation committee of any other entity, which has officers who served on our Board of Directors or Compensation Committee during the fiscal year ended December 31, 2022.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for (i) developing and recommending to our Board of Directors the criteria for selecting directors and assessing director independence, (ii) identifying and recommending qualified candidates as director nominees for election to the Board, (iii) considering and making recommendations to the Board regarding its size and composition, director assignments as Lead Independent Director and to the other Board committees, and the appointment of a chairperson for each of the Board committees, (iv) overseeing the evaluation of our management, the Board and its committees, (v) evaluating and recommending changes to the corporate governance guidelines applicable to our company, (vi) monitoring our progress on environmental, social and governance related matters, and (vii) reviewing regulatory and other corporate compliance risks applicable to us.

Director Nominations

In the event of a vacancy on our Board of Directors, the Nominating and Governance Committee identifies and evaluates director candidates by seeking recommendations from our Board members, management and others, and meeting from time to time to evaluate potential candidates’ biographical information and qualifications and interviews of selected candidates by members of the committee and other directors. In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, the Nominating and Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. While the Nominating and Governance Committee has not established specific minimum qualifications for director nominees, the committee believes that candidates and nominees must comprise a board of directors who possess as a whole: personal and professional integrity, ethics and values;

experience in corporate management and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company; experience in our company’s industry; and practical and mature business judgment, including the ability to make independent analytical inquiries. The committee considers the statutory requirements applicable to the composition of the Board and its committees, including independence requirements of the NYSE. Our Board of Directors ultimately determines the director nominees approved for inclusion on the proxy card for each annual meeting of stockholders.

Our Nominating and Governance Committee considers diversity when identifying and evaluating director nominees, and we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a diverse mix of experience, knowledge and skills that will best allow our Board to fulfill its responsibilities including oversight of our business. Consistent with the committee’s charter, when identifying director nominees, the committee considers general principles of diversity and does so in the broadest sense. The committee considers diversity to include gender and ethnicity, age, skills and experience in the context of the needs of the Board as well as viewpoint, individual characteristics, qualities and skills resulting in the inclusion of varying perspectives among the directors. The committee also considers whether these capabilities and characteristics will enhance and complement the full Board of Directors so that, as a unit, the Board of Directors possesses the appropriate skills and experience to oversee our company’s business and serve the long-term interests of our stockholders. In particular, the committee considers gender and minority status when evaluating director nominees and has committed to including women and minority candidates in the pool from which future candidates are selected.

The Nominating and Governance Committee will consider candidates recommended by stockholders for nomination for election as directors. The committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying the same criteria, as it follows for candidates recommended by our Board members, management and others. Stockholders wishing to submit recommendations must provide the following information by written notice to the attention of our General Counsel by certified or registered mail:

•

As to each person whom the stockholder proposes to recommend as a candidate for election as a director:

•

the name, age, business address and residential address of the candidate;

•

the principal occupation or employment of the person;

•

the class and number of shares of our stock that are beneficially owned by the candidate; and

•

the candidate’s consent to be named in the proxy statement as a nominee and to serve as a director if elected.

•

As to the stockholder recommending a candidate for director:

•

the name and address, as they appear on our stock transfer books, of the stockholder and of the beneficial owners, if any, of the stock registered in the stockholder’s name and the name and address of other stockholders known by the stockholder to be supporting the candidate; and

•

the class and number of shares of our stock beneficially owned (i) by the stockholder and the beneficial owners, if any, and (ii) by any other stockholders known by the stockholder to be supporting such candidates.

To be considered for the 2024 Annual Meeting, nominations for director candidates must be received at our principal office within the time period set forth below under the section “Nominations and Stockholder Proposals for 2024 Annual Meeting” in this proxy statement. Stockholders are also advised to review our bylaws, which contain additional requirements with respect to nominations for director candidates.

Corporate Code of Conduct and Code of Ethics

Our Corporate Code of Conduct and our Code of Ethics, which applies to all directors, officers and employees, were adopted by our Board of Directors as of April 28, 2004 and amended by the Board as of January 15, 2007. The purpose of the Corporate Code of Conduct and the Code of Ethics is to promote honest and ethical conduct. The Corporate Code of Conduct and the Code of Ethics are posted in the Corporate Governance section of the Investor Relations page of our corporate information website located at https://investors.skechers.com/corporate-governance/governance-documents. We intend to promptly post any amendments to or waivers of the Corporate Code of Conduct and the Code of Ethics on our website. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this proxy statement.

Stockholder Communications with the Board of Directors

Stockholders and other interested parties who wish to contact our Lead Independent Director, Morton Erlich, or any of our other directors either individually or as a group may do so by writing to them c/o Philip Paccione, Corporate Secretary, Skechers U.S.A., Inc., 228 Manhattan Beach Boulevard, Manhattan Beach, California 90266. Each writing should specify whether the communication is directed to our entire Board of Directors, to only the non-management directors or to a particular director. Copies of written communications received at such address will be provided to the Board of Directors or the relevant director unless such communications are considered, in the reasonable judgment of our Corporate Secretary, to be inappropriate for submission to the intended recipient(s). Examples of communications that would be considered inappropriate for submission to the Board of Directors include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our company’s business or communications that relate to improper or irrelevant topics. The Corporate Secretary may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other staff members or agents of our company who are responsible for analyzing or responding to complaints or requests.

Compensation of Directors

The following table sets forth information concerning the compensation earned by our non-employee directors during 2022. Robert Greenberg, Michael Greenberg and David Weinberg, who are executive officers, did not earn any additional compensation for services provided as members of our Board of Directors.


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Total Compensation ($)
Katherine Blair		147,500		137,340		284,840
Morton Erlich		225,000		137,340		362,340
Zulema Garcia		115,000		137,340		252,340
Yolanda Macias		83,750		280,525		364,275
Richard Siskind		155,000		137,340		292,340

(1)	This column reports the amount of cash compensation earned in 2022 for Board and committee service. Board member Yolanda Macias joined our Board during 2022.

(2)

Represents the grant date fair value of stock awards granted during the applicable fiscal year, as calculated in accordance with Financial Accounting Standards Board ASC Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The fair value was calculated using the closing price of our Class A Common Stock on the grant date for the shares awarded.

Non-Employee Directors. During the first six months of 2022, we paid each of our non-employee directors annual compensation of $75,000 (pro-rated for the six-month period) for serving on the Board of Directors. Our Audit Committee Chairperson, Compensation Committee Chairperson and Nominating and Governance Committee Chairperson were paid additional annual fees of $100,000, $30,000 and $30,000, respectively (pro-rated for the six-month period). Non-employee directors also received fees of $2,500 for each Board and

committee meeting attended. Commencing July 1, 2022, we paid each of our non-employee directors annual compensation of $125,000 (pro-rated for the six-month period) for serving on the Board of Directors. Our Lead Independent Director, Audit Committee Chairperson, Compensation Committee Chairperson and Nominating and Governance Committee Chairperson were paid additional annual fees of $50,000, $50,000, $35,000 and $35,000, respectively (pro-rated for the six-month period), and fees for attending Board and committee meetings were eliminated. Non-employee directors are also reimbursed for reasonable costs and expenses incurred for attending any of our Board or committee meetings. During 2022, non-employee directors were eligible to receive awards of restricted shares of Class A Common Stock as determined by the Board of Directors. On April 1, 2022, Yolanda Macias received an initial award of 3,500 restricted shares of Class A Common Stock under the 2017 Incentive Award Plan (the “2017 Plan”). The grant date fair value was $143,185 and the shares are scheduled to vest on April 1, 2025, subject to her continued service through the vesting date. On May 27, 2022, each of our non-employee directors who was continuing to serve on our Board of Directors received an award of 3,500 restricted shares of Class A Common Stock under the 2017 Plan. The grant date fair value was $137,340, and the shares are scheduled to vest on May 1, 2025, subject to each director’s continued service through the vesting date.

Employee Directors. During 2022, Robert Greenberg, Michael Greenberg and David Weinberg were executive officers serving on our Board of Directors. Employees of Skechers, who are members of the Board of Directors, are not paid any directors’ fees or other compensation for their service on our Board of Directors. Compensation of Robert Greenberg, Michael Greenberg and David Weinberg earned in 2022 is set forth under “Executive Compensation.”

Stock Ownership Policy for Non-Employee Directors

Our Compensation Committee believes that, in order to more closely align the interests of our non-employee directors with the interests of our executive officers and other stockholders, all non-employee directors should maintain a minimum level of equity interests in our company’s Class A Common Stock. Our Board of Directors authorized and approved a stock ownership policy, effective as of April 1, 2022, requiring our non-employee directors to maintain stock ownership equal to three times their annual cash retainer under this policy. Each current non-employee director has until December 31, 2027 to come into compliance with this policy. Any newly appointed member of the Board shall come into compliance with this policy by December 31 of the year in which the fifth anniversary of his or her appointment date occurs. After the applicable compliance deadline, until an individual meets his or her stock ownership requirement, the after-tax portion of all equity awards that we grant to such individual must be held until he or she is in compliance with this policy.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) discusses our compensation policies and determinations that apply to our Named Executive Officers. When we refer to our Named Executive Officers, we are referring to the following individuals whose 2022 compensation is described below and set forth below in the Summary Compensation Table (“SCT”) and subsequent compensation tables (the “Named Executive Officers” or “NEOs”).

The CD&A contains certain forward-looking statements that are based on considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we may adopt in the future may differ materially from the compensation strategy, philosophy, policies, programs and practices summarized in this discussion.


Name		Position
Robert Greenberg		Chief Executive Officer
John Vandemore		Chief Financial Officer
Michael Greenberg		President
David Weinberg		Chief Operating Officer
Mark Nason		Executive Vice President of Product Development

Executive Summary

For 2022, our 30^th year in business, our company achieved a significant milestone with annual sales of $7.4 billion, an increase of 18% from the prior year. From a product perspective, the company further cemented Skechers as The Comfort Technology Company with the introduction of Skechers Hands Free Slip-ins and continued to innovate our performance solutions with the launch of Skechers Pickleball shoes. Among many other standout moments, Footwear News named Skechers—Company of the Year for the third time, and our elite golf athletes—Matt Fitzpatrick and Brooke Henderson—won Majors wearing Skechers Go Golf.

It was also a year that presented challenges, including temporary COVID-related store closures in China and rising freight and logistics costs, which have started to moderate. We also experienced supply chain disruptions that created inventory congestion throughout the distribution channel as we moved through the year.

We overcame those challenges and achieved our record annual sales due to the flexibility, creativity and dedication of the global Skechers organization.

2022 Business Highlights

Our continued growth demonstrates the strength of our brand and the robust demand for our innovative product portfolio. The year also presented challenges, including temporary COVID-related store closures predominantly in China, rising freight and logistics costs, elevated inventory levels and supply chain disruptions that created congestion in our distribution network. We were able to manage these challenges due to the flexibility, creativity and dedication of the global Skechers organization. Highlights of our performance include:

•

Net sales of $7.4 billion, an increase of 18.0%.

•

Net sales growth in AMER and EMEA of 22.3% and 32.5%, respectively.

•

Net earnings attributable to Skechers U.S.A., Inc. of $373.0 million.

•

Diluted earnings per share of $2.38, a decrease of 49.7%, which was due to non-recurring tax benefits and legal settlements in the prior year.

•

As of December 31, 2022, one-year total stockholder returns (“TSR”) of -3% which is above the median of a 95-company compensation peer group (S&P Retail Select Industry), and three-year and five-year relative TSR’s of -3% and 11%, which are in the 31^st and 36^th percentiles of the same peer group, respectively.

Key 2022 Compensation Actions

The primary elements of our compensation program for the Named Executive Officers and a summary of the actions taken by the Compensation Committee during 2022 are set forth below.


Compensation Component	Link to Business and Talent Strategies	2022 Compensation Actions
Base Salary (Page 35)	• Market-competitive salaries reflecting contribution, background, knowledge, skills, experience and performance.	• Our Compensation Committee approved merit-based increases for most of our NEO’s, ranging between 9% and 10%, commensurate with the performance of our company and individual accomplishments. Our CFO received a 51% increase reflecting the performance of our company, individual accomplishments and increased responsibilities.

Annual Incentive Compensation (Page 35)	• Annual cash incentives based on the achievement of our financial goals.	• Our Compensation Committee approved the performance criteria, formula and percentages to be used to determine the Named Executive Officers’ incentive compensation.

Long-Term Incentive Compensation (Page 36)	• Aligns Named Executive Officers’ interests with long-term interests of stockholders and are based on the achievement of financial and strategic objectives.	Our Compensation Committee granted to the Named Executive Officers: • Restricted stock awards with time-based vesting, and • Performance-based restricted stock awards (“PSA”s) with vesting based upon the achievement of pre-established earnings per share (“EPS”) growth for each year of a 3-year performance period and 3-year relative TSR.

2020 Say-On-Pay Vote

At the 2017 Annual Meeting, our stockholders approved advisory votes on the compensation of our Named Executive Officers to occur on a triennial basis. Accordingly, we held an advisory “say-on-pay” vote in 2020, in which approximately 85% of votes cast were in support of our pay practices. In its compensation review process, the Compensation Committee considers whether our executive compensation program is aligned with the interests of its stockholders. In that respect, as part of its review of our executive compensation program, the Compensation Committee considered the approval by approximately 85% of the votes cast for our advisory say-on-pay vote at our 2020 Annual Meeting of Stockholders.

For 2022, the Compensation Committee determined that our executive compensation philosophies and objectives, and compensation elements continued to be appropriate, including the changes that were made to our long-term incentive program with the introduction of performance-based restricted stock awards in 2020 to better align the Named Executive Officers’ interests with the long-term interests of stockholders based on the achievement of specific performance goals.

As discussed in greater detail in the discussion under “Long-Term Incentive Program,” the performance-based restricted stock awards that were awarded as part of the Named Executive Officers’ compensation in 2022 once again consisted of two equally weighted performance metrics:

•

3-year adjusted earnings per share growth, measured annually based on pre-established growth goals, and

•

3-year TSR relative to the companies comprising the S&P Retail Select Industry Index.

The Compensation Committee will continue to regularly review, assess and, when appropriate, adjust our executive compensation program in response to stockholder feedback.

2022 Compensation Snapshot

Based on the foregoing, our 2022 executive compensation program can be summarized as follows:

LOGO

Executive Compensation Practices

The Compensation Committee reviews on an ongoing basis our executive compensation program to evaluate whether it supports our executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

✓ Pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation

✓ Pre-established performance goals that are aligned with creation of stockholder value

✓ Market comparison of executive compensation against a relevant peer group

✓ Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to our company

✓ “Double-trigger” vesting for equity awards granted in 2020 and thereafter

✓ Clawback policy

✓ Robust stock ownership policy

× We do not have excise tax gross-ups

× We do not allow dividends or dividend equivalents on unearned performance-based awards

× We do not allow repricing of underwater stock options without stockholder approval

How We Determine Executive Compensation

Our Executive Compensation Philosophy and Objectives

The basic compensation philosophy of the Compensation Committee is to provide competitive salaries and incentives to executive officers in order to promote superior financial performance. The Compensation Committee believes that compensation paid to executive officers should be closely aligned with our performance, linked to specific, measurable results intended to create value for stockholders, and that such compensation should assist us in attracting and retaining key executives critical to our long-term success.

Our executive compensation policies are designed to achieve the following four objectives:

•

attract and motivate well-qualified individuals with the ability and talent to enable us to achieve our business objectives and corporate strategies;

•

provide incentives to achieve specific short-term individual and corporate goals by rewarding achievement of those goals at established financial performance levels;

•

provide incentives to achieve longer-term financial goals and reinforce a sense of ownership through award opportunities that can result in ownership of stock; and

•

promote retention of key executives and align the interests of management with those of the stockholders to reinforce achievement of continuing increases in stockholder value.

Consistent with our performance-based philosophy, the Compensation Committee reviewed and approved our compensation programs for 2022 to effectively balance executive officers’ salaries with performance-based incentive compensation. We believe that it served the needs of our stockholders to provide incentives commensurate with individual management responsibilities as well as past and future contributions to corporate objectives. The mix of compensation elements varied among the executive officers based on each executive officer’s position, responsibilities, experience, and performance.

To maximize stockholder value, we believe that it is necessary to deliver consistent, long-term sales and earnings growth. Accordingly, the Compensation Committee reviews not only the individual compensation

elements, but the mix of individual compensation elements that make up the aggregate compensation, and attempts to balance the total compensation package between short-term, long-term and cash and equity compensation in a way that meets the objectives set forth above.

Oversight Responsibilities for Executive Compensation

The table below summarizes the key oversight responsibilities for executive compensation.


Compensation Committee		• Establishes executive compensation philosophy • Approves incentive compensation programs and target performance expectations for the annual incentive compensation plan and long-term incentive compensation awards • Approves all compensation actions for the Named Executive Officers, including (i) base salary, (ii) target performance criteria and formulae, and actual compensation, under the annual incentive compensation plan, and (iii) long-term incentive compensation awards

Nominating & Governance Committee		• With input from independent board members and after careful evaluation of the performance of the business, evaluates the performance of the Chief Executive Officer

Independent Committee Consultant—FW Cook		• Provides independent advice, research, and analytical services on a variety of subjects to the Compensation Committee, including compensation of executive officers and non-employee directors, and executive compensation trends • Participates in Compensation Committee meetings as requested and communicates with the Chair of the Compensation Committee between meetings • Reports to the Compensation Committee, does not perform any other services for our company, and has no economic or other ties to our company or the management team that could compromise its independence or objectivity • The Compensation Committee considered the independence of FW Cook under applicable SEC rules and listing requirements and determined that FW Cook is independent and that its engagement by the Compensation Committee did not raise any conflict of interest

Chief Executive Officer and Management		• Management, including the Chief Executive Officer, develops preliminary recommendations regarding compensation matters with respect to all Named Executive Officers other than the Chief Executive Officer, and provides these recommendations to the Compensation Committee, which makes the final decisions, with advice from FW Cook, as appropriate • Responsible for the administration of the compensation programs once Compensation Committee decisions are finalized

Peer Group Selection and Market Data

To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for peer group companies as well as a general industry survey

data. Since 2020, the Compensation Committee has retained the services of a compensation consultant, FW Cook, to advise on certain matters related to executive compensation. As a result, our company formally established a peer group of companies that has been used as a reference point to assess the competitiveness of base salary, incentive targets, and total direct compensation awarded to the Named Executive Officers and as information on market practices including incentive design, share utilization, and share ownership guidelines.

For the equity awards granted to certain officers in February 2022, the Compensation Committee utilized the peer group set forth below:


Peer Group
Capri Holdings		Lululemon Athletica
Carter’s		Mattel
Columbia Sportswear		PVH Corp.
Deckers Outdoor		Ralph Lauren
G-III Apparel Group		Tapestry
Hanesbrands		Under Armour
Hasbro		Wolverine World Wide
Levi Strauss

Based on data compiled by FW Cook at the time of the peer group review, our revenues, net earnings, and market capitalization were at the 76th, 34th and 31st percentiles, respectively, in relation to the peer group.

2022 Named Executive Officer Compensation

Base Salary

Base salaries for our Named Executive Officers are established based on the scope of their respective experience and responsibilities. We set base compensation for our Named Executive Officers at levels that we believe enable us to hire and retain individuals in a competitive environment, and to reward satisfactory performance at an acceptable level based upon contributions to our overall business objectives.

Base salaries are generally reviewed annually, but may be adjusted from time to time to realign salaries with market levels. In reviewing base salaries, we consider various factors, including each individual’s level of responsibilities, performance and results achieved, and professional experience, and cost of living increases.


Name of Executive	2021 Base Salary ($)		Increase (%)			2022 Base Salary ($)
Robert Greenberg		5,643,750		10	%		6,200,000
John Vandemore		994,750		51	%		1,500,000
Michael Greenberg		4,568,750		10	%		5,025,000
David Weinberg		3,332,500		10	%		3,665,000
Mark Nason		2,150,000		9	%		2,350,000

Annual Incentive Plan

The 2006 Annual Incentive Compensation Plan (the “2006 Plan”) is intended to advance our interests and those of our stockholders and to assist us in attracting and retaining executive officers by providing incentives and financial rewards to such executives who, because of the extent of their responsibilities can make significant contributions to our success through their ability, industry expertise, loyalty and exceptional services.

The 2006 Plan provides executive employees, including the Named Executive Officers, with the opportunity to earn bonuses based on our financial performance by linking incentive award opportunities to the achievement of our short-term performance goals. The 2006 Plan allows us to set performance periods equal to quarters, years or such other period that the Compensation Committee may establish up to five years in length, and determine performance criteria and goals for such performance periods that are flexible and change with the needs of our

business. The Compensation Committee annually approves the performance criteria and goals that will be used in formulae to calculate our Named Executive Officers’ incentive compensation on a quarterly basis for each year. By determining performance criteria and setting goals at the beginning of each year, our Named Executive Officers understand our goals and priorities during the current year. Following the conclusion of each quarter during the current year, the Compensation Committee certifies the amount of the award for each participant for each such quarter. The amount of an award actually paid to a participant each quarter may, in the sole discretion of the Compensation Committee, be reduced to less than the amount payable to the participant based on attainment of the performance goals for each such quarter.

The Compensation Committee did not place a maximum limit on the incentive compensation that could have been earned by the Named Executive Officers in 2022, although the maximum amount of incentive compensation that any Named Executive Officer may earn in a 12-month period under the 2006 Plan is $10,000,000.

The Compensation Committee approved the performance goals of the Named Executive Officers for fiscal 2022 in February 2022. As with fiscal 2021, the performance criteria used in the formulae to calculate the incentive compensation of the Named Executive Officers for fiscal 2022 was our net sales growth because the Compensation Committee believes that it provides an accurate measure of our performance.

The potential payments of incentive compensation to our Named Executive Officers are performance-driven and therefore completely at risk, as illustrated in 2020 when no incentive compensation was paid to our Named Executive Officers due to the business disruption caused by the COVID-19 pandemic. Any incentive compensation to be paid to the Named Executive Officers is earned based on the Compensation Committee’s pre-approved performance criteria and formulae for the respective Named Executive Officers. The Named Executive Officers’ annual incentive compensation is calculated on a quarterly basis by multiplying net sales growth, which is the amount by which net sales for the applicable quarter exceeded net sales for the corresponding quarter in the prior year, by the percentages that were pre-approved by the Compensation Committee, as set forth in the following tables.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

(i)

(ii)

(iii)

(iv)

Amount by which net sales for the quarter in fiscal 2022 exceeded net sales for the corresponding quarter in fiscal 2021 ($)

385,138,132

205,934,006

319,891,373

223,398,953


			Incentive Compensation Calculated on a Quarterly Basis ($)
Name of Executive	Pre-approved Percentage (%)		First Quarter		Second Quarter		Third Quarter		Fourth Quarter		2022 Annual Incentive Compensation ($)
	(a)		(a) * (i)		(a) * (ii)		(a) * (iii)		(a) * (iv)
Robert Greenberg		0.7000		2,695,967		1,441,539		2,239,240		1,563,793		7,940,539
John Vandemore		0.1500		577,708		308,902		479,838		335,099		1,701,547
Michael Greenberg		0.3500		1,347,984		720,770		1,119,620		781,897		3,970,271
David Weinberg		0.2500		962,846		514,836		799,729		558,498		2,835,909
Mark Nason		0.1375		529,565		283,160		439,851		307,174		1,559,750

Long-Term Incentive Program

Our employees, including the Named Executive Officers, are eligible to receive, from time to time, awards of restricted stock, stock options and other equity-based compensation under the 2017 Plan that are designed to:

•

closely align management and stockholder interests;

•

promote retention and reward executives and other key employees for building stockholder value; and

•

encourage long-term investment in our company.

The Compensation Committee believes that stock ownership by management has been demonstrated to be beneficial to all stockholders. Historically, awards of restricted stock made to our Named Executive Officers have been subject only to certain time-vesting restrictions that generally cover a period of between two and four years from the date of the award. Commencing in 2020, we introduced performance-based restricted stock as a component of our long-term incentive compensation.

The following table presents a comparison of the rationale and key features of the performance-based restricted stock and the time-based restricted stock that were awarded to the Named Executive Officers in 2022:


Equity Award		Rationale and Key Features
Performance-Based Restricted Stock		• Incentivize achievement of specific measurable financial goals over a three-year performance cycle. • Earned shares vest and are issued at the end of the performance cycle and range from 0% for below threshold performance to 200% of the target number of shares for maximum performance. • Performance metrics consist of three annual EPS growth measures and a three-year relative TSR performance measure.

Time-Based Restricted Stock		• Align pay and company performance as reflected in our stock price. • Encourage retention of our executive officers’ services and promote ownership by our executives in company stock. • Restricted stock granted in February 2022 vests in four equal annual installments following grant.

February 2022 Long-Term Incentive Grants

In February 2022, the following restricted stock awards, including the number of shares and target values, were granted to our Named Executive Officers:


	February 2022 Grants
	Relative TSR Performance				EPS Performance				Time-Based Restricted Stock
	Award (#)		Grant Value ($)		Award (#)		Grant Value ($)		Award (#)		Grant Value ($)
Robert Greenberg		37,500		2,206,875		37,500		1,592,250		75,000		3,184,500
John Vandemore		15,000		882,750		15,000		636,900		30,000		1,273,800
Michael Greenberg		31,250		1,839,063		31,250		1,326,876		62,500		2,653,750
David Weinberg		25,000		1,471,250		25,000		1,061,499		50,000		2,123,000
Mark Nason		7,500		441,375		7,500		318,450		15,000		636,900

Relative TSR Performance Shares

The performance-based restricted shares with vesting linked to relative TSR performance are based on Skechers’ three-year total stockholder return performance from February 1, 2022 through January 31, 2025. The relative TSR comparator group includes the 110 companies in the S&P Retail Select Index as of the date of grant. Awards have the potential to pay out between 0% and 200% of target, with interpolation between points shown below.


Relative TSR PSAs
3-Year Performance vs. S&P Retail Select		Payout (% Target PSAs)
< 25th Percentile		0%
25th Percentile		50% (Threshold)
50th Percentile		100% (Target)
100th Percentile		200% (Maximum)

EPS Performance Shares

The performance-based restricted shares with vesting linked to EPS performance are divided into three equal tranches, with awards earned at between 0% and 200% of target for achievement of annual EPS growth goals for each of 2022, 2023, and 2024, with interpolation for performance between the points shown below. The earned shares will be eligible to vest following the end of the three-year period. The achievement level for each tranche will be disclosed in the proxy statement following the applicable performance year.


EPS Performance PSAs
Annual EPS Growth (2022—2024)		Payout (% Target PSAs)
<7.5%		0%
7.5%		50% (Threshold)
10.0%		100% (Target)
15.0%		200% (Maximum)

EPS Performance Shares Earned in 2022

For 2022, our annual EPS growth was -8.1% when compared to 2021, which did not meet the annual EPS growth minimum target of 7.5% with respect to the awards of performance based restricted shares that were granted to our Named Executive Officers in December 2020, March 2021 and February 2022. This resulted in the Named Executive Officers earning 0% of their respective target number of shares with respect to the 2022 performance tranche of shares that could have been earned based on our 2022 EPS performance growth.


	EPS—2022 Performance Tranche
	December 2020 Grants				March 2021 Grants				February 2022 Grants
	Target Shares (#)		Shares Earned (#)		Target Shares (#)		Shares Earned (#)		Target Shares (#)		Shares Earned (#)
Robert Greenberg		16,667		—		12,500		—		12,500		—
John Vandemore		—		—		2,500		—		5,000		—
Michael Greenberg		13,889		—		10,417		—		10,417		—
David Weinberg		11,111		—		8,333		—		8,333		—
Mark Nason		—		—		2,500		—		2,500		—

Employment Agreements and Change of Control Provisions

We do not have any employment, severance or change-of-control agreements in effect with any of our Named Executive Officers except for Michael Greenberg and David Weinberg. The following is a description of the material terms of the employment agreements with Messrs. Greenberg and Weinberg and the change of control provisions granted under the 2017 Plan and in the Named Executive Officers’ performance-based restricted stock agreements.

Michael Greenberg

On May 23, 2019, we entered into a new employment agreement with Michael Greenberg to extend the term and replace the pre-existing employment agreement (the “Greenberg Agreement”). The terms of the Greenberg Agreement were effective as of January 1, 2019 and were negotiated and approved by the Compensation Committee with Mr. Greenberg prior to the date he and our company entered into the agreement. Subject to certain termination provisions and recurring automatic one-year renewal terms annually on January 1, the Greenberg Agreement originally provided for Mr. Greenberg’s continued employment by us as our President through December 31, 2022. On January 1, 2022, Mr. Greenberg’s employment as our President was automatically extended through December 31, 2025.

The Greenberg Agreement provides for the following compensation and benefits:

•

base salary at the annual rate of not less than $4,250,000 (subject to annual review by the Board or the Compensation Committee);

•

annual incentive compensation, as calculated on a quarterly basis, equal to not less than 0.30% of the amount by which net sales for the applicable quarter exceeds net sales by the corresponding quarter in the prior year (subject to annual review by the Board or the Compensation Committee); and

•

participation in our other benefit plans and policies on terms consistent with those generally applicable to our other senior executives (including, without limitation, vacation benefits and other perquisites).

The Greenberg Agreement provides for certain severance payments and benefits upon particular terminations of employment, including in connection with a change in control of our company, as described in greater detail below.

David Weinberg

On May 23, 2019, we entered into a new employment agreement with David Weinberg to extend the term and replace the pre-existing employment agreement (the “Weinberg Agreement”). The terms of the Weinberg Agreement were effective as of January 1, 2019 and were negotiated and approved by the Compensation Committee with Mr. Weinberg prior to the date he and our company entered into the agreement. Subject to certain termination provisions and recurring automatic one-year renewal terms annually on January 1, the Weinberg Agreement originally provided for Mr. Weinberg’s continued employment by us as our Chief Operating Officer through December 31, 2022. On January 1, 2022, Mr. Weinberg’s employment as our Chief Operating Officer was automatically extended through December 31, 2025.

The Weinberg Agreement provides for the following compensation and benefits:

•

base salary at the annual rate of not less than $3,100,000 (subject to annual review by the Board or the Compensation Committee);

•

annual incentive compensation, as calculated on a quarterly basis, equal to not less than 0.20% of the amount by which net sales for the applicable quarter exceeds net sales by the corresponding quarter in the prior year (subject to annual review by the Board or the Compensation Committee); and

•

The Weinberg Agreement provides for certain severance payments and benefits upon particular terminations of employment, including in connection with a change in control of our company, as described in greater detail below.

Change of Control Provisions in Employment Agreements

The Greenberg Agreement and the Weinberg Agreement (collectively, the “Employment Agreements”) with Mr. Greenberg and Mr. Weinberg (each an “Officer” and, collectively, the “Officers”) provide for certain severance payments and benefits upon certain terminations of employment at any time prior to December 31, 2025, including in connection with a change in control of our company, described as follows:

•

The Employment Agreements provide that if either Officer’s employment is terminated by us with “cause” or by the respective Officer without “good reason”, or on account of his death or “disability” (each as defined in the Employment Agreements), he (or his estate) will be paid his then current salary earned through the date of termination, in addition to any accrued but unused vacation.

•

If either Officer’s employment is terminated by us without “cause” or by the respective Officer for “good reason,” or by us without “cause” upon a “change in control” (as defined in the Employment Agreements) or within 120 days after a “change in control,” he will be paid his then current salary

earned through the date of termination, in addition to any accrued but unused vacation. Each Officer will be entitled to receive, subject to such Officer delivering a valid release and waiver of claims in favor of our company, the total gross amount equal to his base salary for the remainder of the term, currently ending December 31, 2025 (at the annual rate payable at the time of such termination), plus annual incentive compensation for each of the remaining years in the term equal to the highest amount of the annual incentive compensation that was earned by such Officer in any year in the term prior to his termination, less any annual incentive compensation already paid for the year in which he was terminated, and we will accelerate the vesting of all restricted shares of our Class A Common Stock held by such Officer, provided that such acceleration is allowed by the terms of the 2017 Plan and the applicable restricted stock agreements previously entered into between each of the Officers and our company.

•

Should the Officers’ payments or benefits (whether under the Employment Agreements or any other plan or arrangement) be subject to the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Employment Agreements provide that such payments or benefits will be reduced so that the present value of the total amount received by the respective Officer will be one dollar less than three times his average yearly taxable income for the five most recent years and so that no portion of such payments or benefits will be subject to such excise tax.

Change of Control Provisions in the 2017 Plan

The service-vesting restricted stock awards granted under the 2017 Plan provide that in the event of a change of control, all outstanding unvested shares will vest in full. A “change of control” is generally defined in the 2017 Plan, including the equity award agreements thereunder, as (i) the acquisition by certain persons of our securities representing 50% or more of the combined voting power of our outstanding securities, (ii) a change during any two-year period in a majority of the Board of Directors unless each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period, or whose election or nomination was so approved, (iii) the consummation of a merger, consolidation, other business combination, sale of all or substantially all of our assets, or the acquisition of assets or stock of another entity, subject to certain exceptions, or (iv) the approval by our stockholders of a complete liquidation or dissolution of our company.

Change of Control Provisions in Performance-Based Restricted Stock Agreements

The performance-based restricted stock agreements that were entered into with our Named Executive Officers in December 2020, March 2021 and February 2022 include the following accelerated vesting terms. Upon an involuntary termination without cause, voluntary resignation for good reason, death or permanent disability (each a “Qualifying Termination” and in each case prior to a change in control (“CIC”)):

•

The number of relative TSR performance shares that vest will be a pro rata amount of the target number of such shares based on the completed portion of the performance period.

•

For any EPS performance period that has ended, the number of EPS performance shares that vest will be based on the target number of such shares and the EPS growth performance multiplier on the date of termination.

•

For any EPS performance period that has commenced but not ended, the number of EPS performance shares that vest will be a pro rata amount of the target number of such shares based on the completed portion of the performance period.

Upon a CIC prior to the end of the three-year TSR performance period or third EPS performance period, as applicable:

•

The number of relative TSR performance shares that will remain eligible to vest in full as of the end of the three-year TSR performance period would be based on the target number of such shares and the relative TSR performance multiplier as of the CIC date.

•

For any EPS performance period that has ended, the number of EPS performance shares that will remain eligible to vest as of the end of the third EPS performance period would be based on the target number of such shares and the EPS growth performance multiplier as of the CIC date.

•

For any EPS performance period that has not ended, the number of EPS performance shares that will remain eligible to vest as of the end of the third EPS performance period will be the target number of such shares.

The performance-based restricted shares will immediately vest to the extent eligible in accordance with the preceding bullet points upon a CIC prior to the end of the three-year TSR performance period if the awards are not assumed or replaced, or in the event such awards are assumed or replaced, and there is a Qualifying Termination.

The Compensation Committee believes that the change of control benefits provided under the Employment Agreements and our restricted stock award agreements are consistent with the objectives of providing the highest possible return to stockholders by allowing the Named Executive Officers to be able to effectively participate equally with stockholders in evaluating alternatives in the event of a change of control transaction, without compelling the Named Executive Officer to remain employed under new ownership.

Perquisites and Other Benefits

We provide our Named Executive Officers with certain perquisites and other benefits that are reflected in the “All Other Compensation” column in the table captioned SCT in this proxy statement, which we believe are reasonable, competitive and consistent with our overall executive compensation program. These benefits are intended to facilitate the efficient operation of our business by allowing our Named Executive Officers to better focus their time, attention and capabilities on our company or permit them to be more accessible to the business.

Aircraft usage. Our Board of Directors has authorized and approved a business aircraft use policy, effective as of October 1, 2022, that prescribes the criteria and procedures for both business and personal use of aircraft owned or chartered by Skechers. The policy includes internal and external reporting requirements, operating parameters, limitations on personal use and reimbursement procedures for any use above such personal use limitations. Currently, the policy limits the personal use of our aircraft to our Chief Executive Officer, President, and Chief Operating Officer, each of whom is entitled to fifty-five (55) personal flight hours annually. If we are not reimbursed for costs associated with personal use of the aircraft, including non-business guest travel, such costs are considered taxable income to the employee. A tax gross-up payment for the applicable imputed income is provided to these individuals for their personal use of the aircraft. During 2022, Robert Greenberg, Michael Greenberg and David Weinberg used our aircraft for personal travel.

Automobile usage. During 2022, automobiles that we purchased at our sole cost were used by Robert Greenberg, Michael Greenberg and David Weinberg. We also paid on their behalf the automobile insurance premiums as well as maintenance, repair and other charges related to their use of these automobiles. These costs are considered taxable income to the Named Executive Officers, each of whom is also provided a tax gross-up payment for the applicable imputed income.

Health insurance premiums. We have a program for a small group of employees pursuant to which we pay the full amounts of their health insurance premiums for medical, dental and vision coverage. The employees in this program participate in the same health plans with identical benefits as other salaried employees. During 2022, we paid the full amounts of health insurance premiums on behalf of all Named Executive Officers, including the portion of their premiums in excess of what we typically pay on behalf of all salaried employees.

Country club dues and health club fees. During 2022, we paid country club membership dues and health club membership fees for Michael Greenberg and David Weinberg.

Finance and tax services. During 2022, we paid fees for financial planning and tax preparation services that Robert Greenberg and Michael Greenberg received.

Other Elements of Our Executive Compensation Program

Clawback Policy

Our Board of Directors authorized and approved a clawback policy, effective as of April 1, 2022, in the event that we are required to prepare an accounting restatement due to material non-compliance with a financial reporting requirement under federal securities laws. If a current or former executive officer engaged in dishonest, fraudulent or willful misconduct that caused or partially caused the need for the restatement, our Compensation Committee may, in its discretion and to the full extent permitted by governing law, require reimbursement of that portion of any cash incentive compensation paid to, or performance-based restricted stock earned by, such executive officer during the three-year period preceding the date on which our company is required to prepare the restatement.

Stock Ownership Policy

Our Compensation Committee believes that, in order to more closely align the interests of our executive officers with the interests of our other stockholders, all executive officers should maintain a minimum level of equity interests in our company’s Class A Common Stock and Class B Common Stock. Our Board of Directors authorized and approved a stock ownership policy, effective as of April 1, 2022, requiring our Chief Executive Officer to maintain ownership of our stock equal to six times his annual base salary, and our other executive officers are required to maintain stock ownership equal to three times their respective annual base salary. Each executive officer has until December 31, 2027 to come into compliance with this policy. After this compliance deadline, until an individual meets the applicable requirement, the after-tax portion of all equity awards that we grant to such individual must be held until he or she is in compliance with this policy.

Equity Award Practices

As discussed above, equity-based awards are a significant component of our overall executive compensation program. We do not backdate grants of awards nor do we coordinate the grant of awards with the release of material information that might result in favorable pricing. New hire grants of awards to executive officers and other new employees are generally based on the date of hire. It is our practice that the per share exercise price for all grants of stock options be equal to the closing price of a share of our Class A Common Stock on the NYSE on the date of grant, and we have never re-priced any grants.

Profit-Sharing and Retirement Plans

The Skechers U.S.A., Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”) is a U.S. tax qualified retirement savings plan pursuant to which all eligible U.S. employees, including the Named Executive Officers, are able to make pre-tax contributions from their cash compensation. The 401(k) Plan provides for us to make non-discretionary matching contributions to the participants which totaled $4.2 million for 2022.

The Skechers U.S.A., Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) is maintained primarily for the purpose of providing a means for deferral of compensation to a select group of employees, including all of our Named Executive Officers, who are limited in their participation under the 401(k) Plan under statutory requirements. Pursuant to the Deferred Compensation Plan, participants may defer receipt of a portion of their respective cash compensation and elect to have such amounts paid to them (or their beneficiaries in the event of death) upon retirement, termination of employment, death, disability or some other date chosen by the respective participants, in each case, consistent with the terms of the Deferred Compensation Plan. We are not funding the Deferred Compensation Plan, and we will make payments under the Deferred Compensation Plan to each participant as permitted by law and in accordance with the participant’s election decisions. In addition to providing a means to defer compensation for payment at a later date, the Deferred Compensation Plan also provides for us to make discretionary contributions to the participants. The amounts and timing of any such

discretionary contributions will be determined in the sole discretion of our Compensation Committee, as the administrator of the Deferred Compensation Plan. A description of the material terms of the Deferred Compensation Plan can be found in the section entitled “Executive Compensation—Non-qualified Deferred Compensation Plan” in this proxy statement.

Impact of Regulatory Requirements

Tax Deductibility of Compensation

Section 162(m) of the Code places a limit of $1 million on the annual amount of compensation that publicly held companies may deduct for federal income tax purposes for certain executive officers or “covered employees”. Covered employees consist of any employee who at any time during the applicable taxable year served as our Chief Executive Officer or as our Chief Financial Officer and each of the next three highest compensated officers other than our Chief Executive Officer and our Chief Financial Officer. Covered employees also include any employee who was a covered employee during any preceding taxable year beginning after December 31, 2016. The previous exemption from this limitation for performance-based compensation was repealed with the Tax Cuts and Jobs Act of 2017, so all forms of covered employees’ compensation are now subject to the $1 million limitation per covered employee.

The Compensation Committee believes that tax deductibility is a factor to be considered in evaluating a compensation program. Nevertheless, when warranted due to competitive and other factors, the Compensation Committee may award compensation that exceeds the deductibility limit under Section 162(m) of the Code or otherwise pay non-deductible compensation.

Other Tax, Accounting and Regulatory Considerations

Many other Code provisions, SEC regulations and accounting rules affect the delivery of executive compensation and are generally taken into consideration as programs are developed. Our goal is to create and maintain plans that are efficient and in full compliance with these requirements.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (set forth above) with the management of Skechers, and based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and, through incorporation by reference from this proxy statement, in Skechers’ Annual Report on Form 10-K for the year ended December 31, 2022.

Respectfully submitted,

Richard Siskind, Chairman

Katherine Blair

Morton Erlich

This report of the Compensation Committee is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

EXECUTIVE COMPENSATION

The following table provides selected information concerning the compensation earned by the Named Executive Officers, who are our Principal Executive Officer (“PEO”), Principal Financial Officer, and each of our three most highly compensated executive officers who served in positions other than Principal Executive Officer and Principal Financial Officer at the end of the last completed fiscal year.

Adjustments have been made to amounts previously reported under “All Other Compensation” and “Total” compensation for three of our Named Executive Officers—Robert Greenberg, Michael Greenberg and David Weinberg—for 2021, 2020, 2019 and 2018, which are described below in the section entitled “Adjustments to All Other Compensation.” The adjusted amounts for these Named Executive Officers for 2021 and 2020 are also included in the table below.

Summary Compensation Table


Name and Principal Position	Year		Salary ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)			Total ($)
Robert Greenberg		2022		6,189,304		6,983,625		7,940,539		948,380	⁽³⁾		22,061,848
Chairman of the Board and		2021		5,643,750		7,393,375		10,000,000		977,216			24,014,341
Chief Executive Officer		2020		5,842,644		13,608,500		—		836,947			20,288,091

John Vandemore		2022		1,490,284		2,793,450		1,701,547		20,981	⁽⁴⁾		6,006,262
Chief Financial Officer		2021		994,750		1,478,675		1,687,617		12,064			4,173,106
		2020		1,029,790		762,200		—		16,996			1,808,986

Michael Greenberg		2022		5,016,237		5,819,730		3,970,271		682,972	⁽⁵⁾		15,489,210
President and Director		2021		4,568,750		6,161,211		5,062,845		748,175			16,540,981
		2020		4,729,670		11,340,433		—		1,080,044			17,150,147

David Weinberg		2022		3,659,451		4,655,708		2,835,909		643,286	⁽⁶⁾		11,794,354
Executive Vice President, Chief		2021		3,332,500		4,928,852		3,375,231		545,835			12,182,418
Operating Officer and Director		2020		3,449,942		9,072,317		—		493,819			13,016,078

Mark Nason		2022		2,346,155		1,396,725		1,559,750		12,089	⁽⁷⁾		5,314,719
Executive Vice President of		2021		2,150,000		1,478,675		2,320,471		11,975			5,961,121
Product Development		2020		2,225,769		952,750		—		16,996			3,195,515

(1)

Represents the aggregate grant date fair value of stock awards granted during the applicable fiscal year, as calculated in accordance with FASB ASC Topic 718. See Note 8, “Stockholders’ Equity and Stock Compensation,” to our Audited Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023, for information concerning the ASC 718 values and the assumptions used to determine such values. For 2020, includes the grant date fair value of shares issued to Robert Greenberg, Michael Greenberg and David Weinberg, in the amounts of $5,716,500, $4,763,750 and $3,811,000, respectively, which were cancelled in September 2020 pursuant to the settlement terms of a stockholder derivative lawsuit. Also includes, the grant date fair value of shares issued to Robert Greenberg, Michael Greenberg and David Weinberg, in the amounts of $7,892,000, $6,576,683 and $5,261,317, respectively, which were issued in December 2020 in replacement of the aforementioned cancelled restricted stock awards that had been granted to the same individuals in February 2020 and shares issued to Robert Greenberg, Michael Greenberg and David Weinberg, in the amounts of $3,901,500, $3,251250, and $2,601,100, respectively, issued January 2019 which were also canceled in September 2020. Of the awards granted in March 2021 and February 2022, a portion were performance-based stock awards, as reflected in the Grants of Plan-Based Awards Table below. The vesting of the performance-based stock awards granted in February 2022 will be determined based on the

measurement of two equally weighted metrics, annual EPS growth for each of 2022, 2023, and 2024, and our relative TSR over a three-year performance period beginning on the grant date. We determine the fair value of stock awards, the vesting of which is tied to service based on the closing market price of our Class A Common Stock on the date of grant. For stock awards that have a performance-based vesting requirement, we evaluate the probability of achieving the performance criteria throughout the performance period and will adjust stock compensation expense up or down based on the estimated probable outcome. The valuation of the performance-based stock awards granted during 2022 tied to annual EPS growth was $42.46, which value was multiplied by: (i) zero times the 2022 target number of shares, (ii) two times the 2023 target number of shares, and (iii) the 2024 target number of shares. The maximum grant date fair value of the portion of the performance-based stock awards granted in 2022 tied to annual EPS growth, assuming performance at maximum levels, is as follows: Robert Greenberg, $3,184,500; John Vandemore $1,273,800; Michael Greenberg, $2,653,752; David Weinberg, $2,122,998; and Mark Nason, $639,900. The performance-based stock awards granted in 2022 tied to relative TSR performance contain market condition components which are valued on the date of grant using a Monte Carlo simulation model. For the performance-based stock awards granted during 2022 tied to relative TSR performance, such inputs consisted of: (a) the stock price of $42.46 per share on the grant date; (b) an expected term that was based on the actual three-year term of the award; (c) a risk-free interest rate of 1.39% derived from U.S. Treasury yield curves for a three-year term; (d) a dividend yield of 0% based on historic and future dividend yield estimates; (e) stock price volatility of 48.73% based on the historical volatility of the price of our company’s Class A Common Stock and of the S&P Retail Select Index. Based on this methodology, the valuation of the performance-based stock awards granted during 2022 tied to relative TSR performance was $58.85 per share.

(2)

Represents the cash awards that the Named Executive Officers earned under our 2006 Plan. Incentive compensation is paid quarterly based on performance levels that our company achieved in the prior quarter. The amounts listed for each year exclude any bonuses earned by the Named Executive Officers in the previous year that were paid in the indicated year and include incentive compensation earned in the fourth quarter of the indicated year that was paid in the following year. Additional information regarding the 2006 Plan is described in the section entitled “Compensation Discussion and Analysis” in this proxy statement.

(3)

Represents payments of $437,945 for financial planning and tax preparation services for Mr. Greenberg, costs of $145,202 related to automobiles purchased by us for use by Mr. Greenberg, which includes a tax gross-up reimbursement of $50,123, and automobile insurance premiums as well as maintenance, repair and other charges associated with the use of the automobiles paid by us on behalf of Mr. Greenberg, health insurance premiums of $5,613 paid by us on behalf of Mr. Greenberg that exceeded the health insurance premiums that we typically pay on behalf of all salaried employees participating in the same plan with identical benefits, and incremental costs of $359,620 for personal use of our aircraft, which includes a tax gross-up reimbursement of $38,068. The aggregate incremental costs of automobile usage are based on the annual lease values of these automobiles. The aggregate incremental cost for personal use of our aircraft is calculated based on identifiable variable operating costs, which generally include the cost of crew travel expenses, landing fees, trip-related hangar/parking costs, fuel and other variable costs. Our aircraft are primarily designated for business travel, although the COVID-19 pandemic caused a temporary reduction in business travel in 2020, increasing the relative percentage of personal flights. As a result, we do not include costs that do not change based on usage, such as salaries, our aircraft acquisition costs, insurance and general maintenance costs in our calculation of aggregate incremental cost. We believe that the use of this methodology is appropriate for calculating the incremental operating costs of our company-owned aircraft under normal conditions. The aggregate incremental cost of use of our aircraft for personal travel by our Named Executive Officers’ is allocated entirely to the highest-ranking Named Executive Officer present on the flight, unless circumstances indicate a different allocation is warranted.

(4)

Represents a matching contribution of $12,200 that we made under the 401(k) Plan in 2022 for fiscal 2021, and health insurance premiums of $8,781 paid by us on behalf of Mr. Vandemore that exceeded the health insurance premiums that we typically pay on behalf of all salaried employees participating in the same plan with identical benefits.

(5)	Represents payments of $111,641 for financial planning and tax preparation services for Mr. Greenberg, monthly payments of health club membership fees equal to a total of $7,850, costs of $53,128 related to an

automobile purchased by us for use by Mr. Greenberg, which includes a tax gross-up reimbursement of $17,736, and automobile insurance premiums as well as maintenance, repair and other charges associated with the use of the automobile paid by us on behalf of Mr. Greenberg, health insurance premiums of $8,781 paid by us on behalf of Mr. Greenberg that exceeded the health insurance premiums that we typically pay on behalf of all salaried employees participating in the same plan with identical benefits, and incremental costs of $501,572 for personal use of our aircraft, which includes a tax gross-up reimbursement of $137,461. The aggregate incremental costs of automobile usage are based on the annual lease values of this automobile. See footnote 3 above regarding the calculation of the incremental cost and tax gross-up reimbursement for the personal use of our aircraft.

(6)

Represents monthly payments of country club membership dues equal to a total of $25,028, monthly payments of health club membership fees equal to a total of $2,337, costs of $72,378 related to an automobile purchased by us for use by Mr. Weinberg, which includes a tax gross-up reimbursement of $25,888, and automobile insurance premiums as well as maintenance, repair and other charges associated with the use of the automobile paid by us on behalf of Mr. Weinberg, health insurance premiums of $5,613 paid by us on behalf of Mr. Weinberg that exceeded the health insurance premiums that we typically pay on behalf of all salaried employees participating in the same plan with identical benefits, incremental costs of $532,719 for personal use of our aircraft, which includes a tax gross-up reimbursement of $155,098, and a matching contribution of $5,211 that we made under the 401(k) Plan in January 2022 for fiscal 2021. The aggregate incremental costs of automobile usage are based on the annual lease values of this automobile. See footnote 3 above regarding the calculation of the incremental cost and tax gross-up reimbursement for the personal use of our aircraft.

(7)

Represents a matching contribution of $3,308 that we made under the 401(k) Plan in January 2022 for fiscal 2021, and health insurance premiums of $8,781 paid by us on behalf of Mr. Nason that exceeded the health insurance premiums that we typically pay on behalf of all salaried employees participating in the same plan with identical benefits.

Adjustments to All Other Compensation

The following table adjusts the All Other Compensation and Total compensation amounts previously reported in 2021, 2020, 2019 and 2018 for three of our Named Executive Officers: Robert Greenberg, Michael Greenberg and David Weinberg.


Name of Executive	Year		All Other Compensation Previously Reported ($)			Transportation ($)(1)		Health Insurance ($)(2)		Company Aircraft ($)(3)		Tax Gross-Up ($)(4)		All Other Compensation as Adjusted ($)(5)		Total Compensation as Adjusted ($)
Robert Greenberg		2021		940,189			15,877		5,538		—		15,612		977,216		24,014,341
Chairman of the Board and Chief Executive Officer		2020		815,386			5,730		5,492		4,704		5,635		836,947		20,288,091
		2019		803,471			4,057		5,359		65,782		3,989		882,658		13,776,234
		2018		582,908			14,849		5,583		120,931		14,602		738,873		27,517,371
Michael Greenberg		2021		692,967			20,608		8,667		5,668		20,265		748,175		16,540,981
President and Director		2020		1,013,606			6,368		8,596		41,059		10,415		1,080,044		17,150,147
President and Director		2019		1,287,021			8,082		8,396		44,562		7,640		1,355,701		10,569,744
		2018		829,047			11,352		8,729		110,261		50,812		1,010,201		21,861,201
David Weinberg		2021		528,115			6,142		5,538		—		6,040		545,835		12,182,418
Executive Vice President, Chief Operating Officer and Director		2020		454,705			14,235		5,321		5,560		13,998		493,819		13,016,078
		2019		472,243			10,925		5,359		—		10,743		499,270		7,346,716
		2018		301,036	(6)		7,134		5,583		—		7,015		312,668		16,575,746

(1)

Represents amounts that we paid for maintenance, repair and other charges associated with the automobiles purchased by us for use by these NEOs. For 2021, we have also included automobile insurance premiums paid by us on behalf of each of these NEOs. Payments by us of auto insurance premiums for 2020, 2019 and 2018 were previously included in reported amounts.

(2)	Represents health insurance premiums paid by us on behalf of these NEOs in excess of the health insurance premiums that we typically pay on behalf of all salaried employees participating in the same plans with identical benefits.

(3)

Represents additional incremental costs for personal use of our aircraft based upon a review of certain flights previously classified as business that have been reclassified as partially or fully personal in nature. For 2020, we have also included the costs of repositioning flights that were associated with personal flights but were not previously reported.

(4)	Represents tax gross-up payments related to the additional personal use of our aircraft and other incremental compensation.

(5)

Relatedly, we have undertaken a review of other reimbursed expenses for each of these NEOs and determined that certain personal expenses were either not billed to the NEO in a timely manner or otherwise not previously repaid to us by the NEO. Each of these NEOs has reimbursed us for the identified personal expenses, plus an additional amount equal to the cost that would have been incurred by us at our then prevailing line of credit rate, regardless of whether we were utilizing our line of credit, in order to ensure that there was no cost to us for these expenses (collectively, the “Additional Amount”). The personal expenses and Additional Amounts reimbursed, respectively, by each NEO are as follows: Robert Greenberg: $621,393 and $43,065 (for the years 2016-2022); Michael Greenberg: $389,218 and $93,135 (for the years 2015-2022); and David Weinberg: $44,415 and $7,686 (for the years 2017-2022). In addition, for Robert Greenberg, we identified a Skechers-owned real estate asset for which he reimbursed us an estimated fair market value rental charge of $486,360 and paid an Additional Amount of $21,742 for 2022 and 2021.

(6)

The amount of All Other Compensation previously reported in the Summary Compensation Table in our proxy statement filed with the SEC on April 12, 2019 was $292,936. This amount does not include an annual matching contribution of $8,100 that we made under the Deferred Compensation Plan in March 2018 for fiscal 2017, even though the amount of the matching contribution was reported in footnote 5 to the Summary Compensation Table. The amount of All Other Compensation previously reported for David Weinberg for 2018 has been revised to correct this mathematical error.

With respect to our two other Named Executive Officers, John Vandemore and Mark Nason, the only adjustment to the All Other Compensation and Total compensation amounts previously reported in 2021, 2020, 2019 and 2018 is to include the health insurance premiums paid by us on their behalf in excess of the health insurance premiums that we typically pay on behalf of all salaried employees participating in the same plans with identical benefits. These adjustments represented less than $10,000 for each year for Messrs. Vandemore and Nason. The revised All Other Compensation and Total compensation amounts for Messrs. Vandemore and Nason for 2021 and 2020 are set forth in the Summary Compensation Table above. The revised All Other Compensation and Total compensation amounts for Mr. Vandemore for 2019 are $16,646 and $2,292,237, respectively, and for 2018 are $7,275 and $1,307,301, respectively. The revised All Other Compensation and Total compensation amounts for Mr. Nason for 2019 are $16,646 and $4,100,239, respectively, and for 2018 are $16,829 and $2,393,186, respectively.

Prior to and during our ongoing review of these matters, we have implemented, and continue to implement, comprehensive remedial measures related to personal use of our aircraft, other perquisites, and use of corporate credit cards for personal expenses and their reimbursement by our NEOs, and identification and disclosure of employees who are related to a Related Person (as defined in the section entitled “Transactions with Related Persons” in this proxy statement). These measures, which may be further supplemented, include (i) adoption of a business aircraft use policy covering personal use of corporate aircraft that is described in the section entitled “Perquisites and Other Benefits—Aircraft Usage” in this proxy statement, (ii) revising existing processes and controls concerning the reimbursement of personal expenses incurred by our NEOs, including on corporate credit cards, to better ensure timely billing and repayment to us for such expenses, (iii) revisions to our processes to identify and report employees who are related to a Related Person, (iv) presentation of periodic reports to the Audit Committee concerning compliance with our updated travel and expense policies by our NEOs, and (v) dedication and training of resources to better ensure full compliance with our policies and procedures.

Grants of Plan-Based Awards in Fiscal 2022

The following table provides information about plan-based awards granted to the Named Executive Officers in 2022: (i) the grant and approval dates, (ii) the estimated future payouts under non-equity incentive plan awards, which consist of payouts under the 2006 Plan for the performance period covering fiscal 2022, (iii) the estimated future payouts under equity incentive plan awards, which consist of performance-based restricted shares granted in fiscal 2022, (iv) the number of shares underlying all other stock awards and (v) the grant date fair value of each equity award computed under FASB ASC Topic 718.


					Estimated Future Payments Under Non-Equity Incentive Plan Awards(1)				Estimated Future Payments Under Equity Incentive Plan Awards(2)					All Other Stock Awards: Number of Shares of Stock or Units (#)(3)			Grant Date Fair Value of Stock and Option Awards ($)(4)
Name of Executive	Grant Date		Approval Date		Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)		Maximum (#)					Grant Date Fair Value of Stock and Option Awards ($)(4)
Robert Greenberg		—		—	(1)	(1)		10,000,000	—		—		—		—			—
		2/1/2022		2/1/2022	—	—		—	—		75,000		150,000		—			3,799,125
		2/1/2022		2/1/2022	—	—		—	—		—		—		75,000	(5)		3,184,500
John Vandemore		—		—	(1)	(1)		10,000,000	—		—		—		—			—
		2/1/2022		2/1/2022	—	—		—	—		30,000		60,000					1,519,650
		2/1/2022		2/1/2022	—	—		—	—		—		—		30,000	(5)		1,273,800
Michael Greenberg		—		—	(1)	(1)		10,000,000	—		—		—		—			—
		2/1/2022		2/1/2022	—	—		—	—		62,500		125,000					3,165,939
		2/1/2022		2/1/2022	—	—		—	—		—		—		62,500	(5)		2,653,750
David Weinberg		—		—	(1)	(1)		10,000,000	—		—		—		—			—
		2/1/2022		2/1/2022	—	—		—	—		50,000		100,000		—			2,532,749
		2/1/2022		2/1/2022	—	—		—	—		—		—		50,000	(5)		2,123,000
Mark Nason		—		—	(1)	(1)		10,000,000	—		—		—		—			—
		2/1/2022		2/1/2022	—	—		—	—		15,000		30,000		—			759,825
		2/1/2022		2/1/2022	—	—		—	—		—		—		15,000	(5)		636,900

(1)

These columns are intended to show the potential value of the payments for each Named Executive Officer under the 2006 Plan if the threshold, target or maximum goals are satisfied for the performance measures. The potential payments are performance-driven and therefore completely at risk. There are no specific threshold or target amounts that can be determined with respect to any payouts of incentive compensation under the 2006 Plan for fiscal 2022 because any amounts payable are determined on a quarterly basis based on pre-approved percentages for each Named Executive Officer multiplied by the amount, if any, that net sales for the applicable quarter exceed net sales for the corresponding quarter in the previous year. Additional information regarding the business measurements and performance goals for determining the payments is described in the section entitled “Compensation Discussion and Analysis—Annual Incentive Compensation” in this proxy statement. When determining the performance goals, the Compensation Committee did not place a limit on the non-equity incentive compensation that could be earned by the Named Executive Officers in fiscal 2022; however, the maximum amount of incentive compensation that any Named Executive Officer may earn in a 12-month period under the 2006 Plan is $10,000,000.

(2)

Represents performance-based awards of restricted shares with vesting linked to EPS performance that are divided into three equal tranches, with awards based on achievement of certain annual EPS growth goals for each of 2022, 2023 and 2024, and performance-based awards of restricted shares with vesting linked to relative TSR performance based on Skechers’ three-year total stockholder return performance from February 1, 2022 through January 31, 2025. The Named Executive Officers may earn between 0% and 200% of their respective “target” number of shares that were awarded based on performance relative to the performance objectives during the applicable performance period. Additional information regarding the performance objectives is described in the section entitled “Compensation Discussion and Analysis—Long-Term Incentive Program” in this proxy statement.

(3)	This column shows the number of shares of restricted stock awarded in 2022 to the Named Executive Officers under the 2017 Plan. All scheduled vesting is subject to the executive’s continued service on the applicable vesting date.

(4)

This column shows the aggregate grant date fair value of stock awards in 2022, as calculated in accordance with FASB ASC Topic 718. See Note 8, “Stockholders’ Equity and Stock Compensation,” to our company’s Audited Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023, for information concerning the ASC 718 values and the assumptions used to determine such values. For further information about the assumptions used to calculate the grant date fair value of the stock awards granted in 2022, see footnote (1) to the SCT above.

(5)	Represents restricted shares scheduled to vest in four equal installments on February 1, 2023 and the first three anniversaries thereof.

Outstanding Equity Awards at 2022 Fiscal Year-End

The following table provides information on the outstanding stock awards, specifically unvested shares of restricted stock, held by the Named Executive Officers as of December 31, 2022. Each stock award is shown separately for each of the Named Executive Officers. The market value of each stock award is based on the closing price of our Class A Common Stock as of December 31, 2022, which was $41.95. None of the Named Executive Officers held any outstanding option awards as of December 31, 2022. For additional information about option awards and stock awards, see the description of equity-based compensation in the section entitled “Compensation Discussion and Analysis” in this proxy statement.


	Stock Awards
Name of Executive	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Robert Greenberg		50,000	⁽¹⁾		2,097,500		—			—
		56,250	⁽²⁾		2,359,688		—			—
		75,000	⁽³⁾		3,146,250		—			—
		33,333	⁽⁴⁾		1,398,333		133,333	⁽⁷⁾		5,593,333
		25,000	⁽⁴⁾		1,048,750		100,000	⁽⁷⁾		4,195,000
		—⁽⁵⁾			—		125,000	⁽⁸⁾		5,243,750
John Vandemore		20,000	⁽⁶⁾		839,000		—			—
		20,000	⁽⁶⁾		839,000		—			—
		11,250	⁽²⁾		471,938		—			—
		30,000	⁽³⁾		1,258,500		—			—
		5,000	⁽⁴⁾		209,750		20,000	⁽⁷⁾		839,000
		—⁽⁵⁾			—		50,000	⁽⁸⁾		2,097,500
Michael Greenberg		41,666	⁽¹⁾		1,747,889		—			—
		46,875	⁽²⁾		1,966,406		—			—
		62,500	⁽³⁾		2,621,875