DECK - DEF 14A - 2015

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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Definitive Proxy Statement
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Soliciting Material under §240.14a-12
 
DECKERS OUTDOOR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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2015
PROXY STATEMENT SUMMARY
 
 
 
 
 
 
 
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
SUMMARY INFORMATION
 
ANNUAL MEETING OF STOCKHOLDERS
 
DATE
September 10, 2015
TIME
4:00 p.m. PST
LOCATION
Deckers Outdoor Corporation
Corporate Headquarters
250 Coromar Drive
Goleta, California 93117
RECORD DATE
July 14, 2015
VOTING
Stockholders as of the Record Date (as defined in this Proxy Statement) are entitled to vote
 
VOTING ITEMS
 
PROPOSALS
MATTER
BOARD VOTE RECOMMENDATION
PAGE REFERENCE
 
 
 
 
1
Election of nine directors
FOR EACH DIRECTOR NOMINEE
9
2
Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year 2016
FOR
66
3
Advisory vote to approve Named Executive Officer compensation
FOR
68
4
Approve the Employee Stock Purchase Plan
FOR
70
5
Approve the 2015 Stock Incentive Plan
FOR
73
We may also transact any other business that may properly come before the Annual Meeting. As of the date of this Proxy Statement, we are not aware of any other business to be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement.
 
HOW TO VOTE
 
Your vote is important to the future of Deckers Outdoor Corporation. You are eligible to vote if you were a stockholder of record at the close of business on July 14, 2015. Please refer to the section of this Proxy Statement titled "Questions and Answers about the 2015 Annual Meeting of Stockholders and Voting" for additional information on how to vote your shares.





 
PROPOSAL NO. 1
DIRECTOR NOMINEES
 

The following table provides summary information about each director nominee.
 
 
 
 
 
Deckers Committees
Name,
Primary Occupation
Age
Director
Since
Independent
Other Public Company Boards
A
C
CG
 
 
 
 
 
 
 
 
Angel R. Martinez
Chair of the Board of Directors and
Chief Executive Officer
60
2005
NO
1
 
 
 
John M. Gibbons
Corporate Director
66
2000
YES
None
l
 
 
Karyn O. Barsa
Corporate Director
54
2008
YES
1
l
l
 
Nelson C. Chan
Corporate Director
54
2014
YES
3
l
 
 
Michael F. Devine, III
Corporate Director
56
2011
YES
2
ª
l
 
John G. Perenchio
Corporate Director
60
2005
YES
None
 
l
l
James Quinn
Corporate Director
63
2011
YES
2
 
 
ª
Lauri M. Shanahan
Corporate Director, Independent Consultant
52
2011
YES
1
 
ª
 
Bonita C. Stewart
Vice-President, Partner Business Solutions, Americas at Google, Inc. 
58
2014
YES
None
 
 
l
___________________________
ª Committee Chair
A:    Audit
C:    Compensation
CG:    Corporate Governance
No director nominee attended fewer than 75% of the meetings of our Board of Directors or meetings of any Board committee on which he or she sits.
Each director nominee is elected annually by a majority of the votes cast at the Annual Meeting.
Our Board of Directors recommends that you vote FOR each of the director nominees named in this Proposal No. 1.
 
PROPOSAL NO. 2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
As a matter of good corporate governance, we are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016.
Ratification of the selection requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.
Our Board of Directors recommends that you vote FOR this Proposal No. 2.






 
PROPOSAL NO. 3
NAMED EXECUTIVE OFFICER COMPENSATION ADVISORY VOTE
 
We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, or NEOs, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis". Below is a summary of the key elements and other features of our executive compensation program.
Advisory approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.
Our Board of Directors recommends that you vote FOR this Proposal No. 3 because it believes that our compensation policies and practices are effective in achieving our goals of appropriately incenting and paying for financial and operating performance, and aligning our executives' interests with those of our stockholders.
MAIN EXECUTIVE COMPENSATION ELEMENTS
ELEMENT
 
TYPE
TERMS
 
 
 
 
Base Salary
 
CASH
• Base salary increases must be approved by our Compensation Committee.
 
 
 
 
Annual Cash Incentive
 
 CASH
• Performance-based cash awards are earned based on achievement of annual Company performance goals approved by our Compensation Committee.
 
 
 
 
2015 NSU Equity Incentive Plan Awards (Nonvested Stock Units, or "NSUs")
 
EQUITY
• Performance goals for NSUs were based on fiscal year 2015 EPS. Because 2015 EPS goals were achieved at the 97.9% level, 88.9% of the NSUs will vest over a period of approximately 3 years.
 
 
 
 
2015 Long-Term Equity Incentive Plan ("LTIP") Awards (Restricted Stock Units, or "RSUs")
 
EQUITY
• Performance goals for RSUs are based on Company performance goals achieved through fiscal year 2017. RSUs will be received, if earned according to plan metrics, 2.5 years after they were granted.

• The grant date fair value of these awards was deemed probable at the target level, which would pay out at 100%.

 
 
 
 


KEY COMPENSATION CHANGES IN FY 2015
Target Pay Positioning

• Simplified target pay positioning by eliminating "core" and "aspirational" program delineations to drive our NEOs towards stretch budgets and to align with our reduced target pay positioning.

• Reduced overall target pay positioning to 60th to 75th percentile range.
Annual Equity Program

• Formalized grant mix between NSU and LTIP Equity Awards.

• NEOs total annual equity grant allocated 40% NSU and 60% LTIP to further align executive and shareholder interests.

• LTIP awards based on achievement of stretch budgets for two metrics - Revenue and EBITDA.

Annual Cash Incentive Plan

• Simplified Cash Incentive Plan design to eliminate the Individual Discretionary Portion for the NEOs and further align executive and shareholder interests.
Peer Group Size

• Re-evaluated Peer Group and increased Peer Group size to 20 companies.






 
PROPOSAL NO. 4
EMPLOYEE STOCK PURCHASE PLAN
 

We are asking our stockholders to approve the adoption and implementation of the Employee Stock Purchase Plan, which will provide our eligible employees with an opportunity to invest in and accumulate share ownership in our Company through after-tax payroll deductions.

A review of our Peer Group indicates that 40% of our Peer Group offer an ESPP with similar plan provisions.

An authorization of 1,000,000 shares from the stockholders is needed to support the plan for approximately the next 5 years.

Approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.

Our Board of Directors recommends that you vote FOR this Proposal No. 4 because it believes this plan will enhance our ability to attract and retain employees and provide employees with an opportunity to participate in ownership of our shares and thereby have an interest in our success and increased value.

 
PROPOSAL NO. 5
2015 STOCK INCENTIVE PLAN
 

We are asking our stockholders to approve the adoption of the 2015 Stock Incentive Plan ("2015 SIP"). The 2015 SIP is intended to replace our Company's current 2006 Equity Incentive Plan ("2006 EIP").

As with the 2006 EIP, the purpose of the 2015 SIP is to encourage ownership in the Company by key personnel whose long-term service is considered essential to the Company's continued success, which encourages recipients to act in the stockholders' interests and share in the Company's success.

Approval of 1,275,000 shares, less one share for every one share granted under the 2006 EIP after March 31, 2015 and prior to the effective date of the 2015 SIP.

Approval of the proposal requires the vote of a majority of the shares present and entitled to vote at the Annual Meeting.

Our Board of Directors recommends that you vote FOR this Proposal No. 5 because it believes this plan will provide incentives to attract and retain employees whose contributions are important to our success, by offering them an opportunity to participate in our future performances.
 
OTHER CORPORATE GOVERNANCE CHANGES
 
In February 2014, our Board of Directors approved a change in our fiscal year end from December 31 to March 31 to better align with industry and business. As a result of this change, our 2015 fiscal year ran from April 1, 2014 to March 31, 2015 ("FY 2015"), and our Company had a fiscal transition period from January 1, 2014 to March 31, 2014 ("transition period" or "2014T").

In March 2014, our Board of Directors approved a change in the securities exchange on which our Company's shares were listed from the NASDAQ Global Select Market ("NASDAQ") to the New York Stock Exchange ("NYSE"). Our shares began trading on the NYSE in May 2014.

In September 2014 and December 2014, Bonita C. Stewart and Nelson C. Chan, respectively, were elected to our Board of Directors to further enhance board performance and diversity.






 
 
 
 
 
 
 
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
 
 
 
 
 
 
 
Date and Time
 
September 10, 2015, 4:00 p.m. PST
Place
 
Deckers Outdoor Corporation
 
 
Corporate Headquarters
 
 
250 Coromar Drive
 
 
Goleta, California 93117
 
 
 
Items to be Voted:
    
Election of Directors. To elect nine directors to serve until the Annual Meeting of Stockholders to be held in 2016, or until their successors are elected and duly qualified.
Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016, from April 1, 2015 to March 31, 2016.
Advisory Vote to Approve Named Executive Officer Compensation. To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis".
Approve the Employee Stock Purchase Plan. To approve the adoption and implementation of the Employee Stock Purchase Plan.
Approve the 2015 Stock Incentive Plan. To approve the adoption of the 2015 Stock Incentive Plan, which is intended to replace the 2006 Equity Incentive Plan.
Other Business. To consider and act upon such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
Board Recommendation: Our Board of Directors recommends that you vote FOR each of the director nominees named in Proposal No. 1 and FOR Proposal Nos. 2, 3, 4 and 5.
Voting at the Annual Meeting: Our Board of Directors has fixed the close of business on July 14, 2015 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. Only stockholders of record at the close of business on the record date are entitled to such notice and to vote, in person or by proxy, at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ANGEL R. MARTINEZ
Angel R. Martinez
Chairman of the Board of Directors and Chief Executive Officer
Your vote is very important.
Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section of this Proxy Statement titled "Questions and Answers about the 2015 Annual Meeting of Stockholders and Voting" or, if you requested to receive printed proxy materials, your enclosed proxy card.
Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: July 29, 2015


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TABLE OF CONTENTS
 
 
 



Table of Contents



ANNUAL MEETING OF STOCKHOLDERS
Meeting Date: September 10, 2015
 
 
 
 
 
 
 
PROXY STATEMENT
 
 
 
 
 
 
 

GENERAL INFORMATION
The enclosed Proxy Statement is solicited on behalf of the Board of Directors of Deckers Outdoor Corporation, which we refer to as "our Company", "we", "us", or "our", for use at our Company's Annual Meeting of Stockholders to be held on Thursday, September 10, 2015 at 4:00 p.m. PST, (the "Annual Meeting"), or at any postponements or adjournments thereof. The Annual Meeting is being held for the purposes described in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders.


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QUESTIONS AND ANSWERS ABOUT THE 2015 ANNUAL MEETING OF STOCKHOLDERS AND VOTING
 
The following questions and answers are intended to briefly address potential questions that our stockholders may have regarding this Proxy Statement and the Annual Meeting. They are also intended to provide our stockholders with certain information that is required to be provided under the rules and regulations of the Securities and Exchange Commission ("SEC"). These questions and answers may not address all of the questions that are important to you as a stockholder. If you have additional questions about the Proxy Statement or the Annual Meeting, please see the question titled "Whom shall I contact with other questions?" below.

Q:    What is the purpose of the Annual Meeting?

A:    At the Annual Meeting, our stockholders will be asked to consider and vote upon the matters described in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders, and any other matters that properly come before the Annual Meeting.

Q:    When and where will the Annual Meeting be held?

A:     You are invited to attend the Annual Meeting on Thursday, September 10, 2015, beginning at 4:00 p.m. PST. The Annual Meeting will be held at our corporate headquarters, located at 250 Coromar Drive, Goleta, California 93117.

Q:    What is our Company's fiscal year end?

A:    In February 2014, our Board of Directors approved a change in our fiscal year end from December 31 to March 31. As a result of this change, our 2015 fiscal year ran from April 1, 2014 to March 31, 2015, and our Company had a fiscal transition period from January 1, 2014 to March 31, 2015.

Q:    On what securities exchange are our Company's shares traded?

A:    On March 19, 2014, our Board of Directors approved a change in the securities exchange on which our Company's shares were listed from NASDAQ to the NYSE. Our shares began trading on the NYSE in May 2014.

Q:    Why did I receive these proxy materials?

A:     We are providing these proxy materials in connection with the solicitation by our Board of Directors of proxies to be voted at the Annual Meeting, and at any postponements or adjournments thereof. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. You are invited to attend the Annual Meeting in person to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described in this Proxy Statement. Whether or not you expect to attend the Annual Meeting, please vote your shares as soon as possible in order to ensure your representation at the Annual Meeting and to minimize the cost to our Company of proxy solicitation.

Q:    Why did I receive a notice in the mail regarding the Internet availability of proxy materials?

A:     Instead of mailing printed copies to each of our stockholders, we have elected to provide access to our proxy materials over the Internet under the SEC's "notice and access" rules. These rules allow us to make our stockholders aware of the Annual Meeting and the availability of our proxy materials by sending the Notice of Internet Availability of Proxy Materials (the "Notice"), which provides instructions for how to access the full set of proxy materials through the Internet or make a request to have printed proxy materials delivered by mail. Accordingly, on or about July 31, 2015, we mailed a Notice to each of our stockholders. The Notice contains instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report, each of which are available at www.proxyvote.com. The Notice also provides instructions on how to vote your shares through the Internet.

Q:    What is the purpose of complying with the SEC's "notice and access" rules?

A:     We believe compliance with the SEC's "notice and access" rules allows us to provide our stockholders with the materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and reducing the environmental impact of our Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the

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instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically unless you elect otherwise.

Q:    What am I being asked to vote upon at the Annual Meeting?

A:     At the Annual Meeting, you will be asked to:

Vote on the election of nine director nominees to serve until the Annual Meeting of Stockholders to be held in 2016, or until their successors are elected and duly qualified (Proposal No. 1);
Ratify the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016 (Proposal No. 2);
Vote upon a proposal to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as disclosed in the section of this Proxy Statement titled "Compensation Discussion and Analysis" (Proposal No. 3);
Vote to approve the Employee Stock Purchase Plan (Proposal No. 4);
Vote to approve the 2015 Stock Incentive Plan (Proposal No. 5); and
Act upon such other matters as may properly come before the Annual Meeting or any postponements or adjournments thereof.

Q:    Does the Board of Directors recommend voting in favor of the proposals?

A:     Yes. Our Board of Directors unanimously recommends that you vote "FOR" each of the nine director nominees, "FOR" the ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016, "FOR" the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers, "FOR" the Employee Stock Purchase Plan, and "FOR" the 2015 Stock Incentive Plan.

Q:    What are the voting requirements to approve the proposals?

A:     The voting requirements to approve each of the proposals to be voted upon at the Annual Meeting are as follows:

Election of Directors (Proposal No. 1) - Our Board of Directors has adopted a majority voting standard for uncontested director elections. This means that each director nominee in an uncontested election will be elected by a majority of the votes cast by the shares entitled to vote on the election of directors (assuming that a quorum is present). An “uncontested election” is an election in which the number of nominees for director is not greater than the number of directors to be elected. A “contested election” is an election in which the number of nominees for director nominated by (i) the Board of Directors, (ii) any stockholder or (iii) a combination of the Board of Directors and any stockholder, exceeds the number of directors to be elected. A “majority of the votes cast” means that the number of votes “FOR” a nominee for director must exceed 50% of the total votes cast. Votes “AGAINST” a nominee for director will count as votes cast for purposes of this proposal, but a “WITHHOLD AUTHORITY” vote with respect to shares will not count as votes cast. In a contested election, directors shall be elected by a plurality of the votes cast by the shares entitled to vote on the election of directors. Under the rules applicable to brokers, brokers no longer possess discretionary authority to vote shares with respect to the election of directors. Accordingly, "broker non-votes" will result for this proposal if brokers do not receive instructions from beneficial owners of our shares. Broker non-votes will not count as votes cast for purposes of this proposal and will not be counted for any purpose in determining whether this proposal has been approved. Please see the question, titled "What happens if I do not vote?" below for a discussion of the effect of “withhold authority” votes and "broker non-votes."

Ratification of Selection of Accounting Firm (Proposal No. 2) - Ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2016 will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. Because the ratification of the independent registered public accounting firm is a matter on which brokers have the discretion to vote, "broker non-votes" will not result for this proposal.

Advisory Vote on Executive Compensation (Proposal No. 3) - Approval of the non-binding advisory resolution regarding the compensation of our NEOs will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved.

Approval of the Employee Stock Purchase Plan (Proposal No. 4) - Approval of the ESPP will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentions will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved.


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Approval of the 2015 Stock Incentive Plan (Proposal No. 5) - Approval of the 2015 SIP will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter (assuming that a quorum is present). Abstentations will have the same effect as votes against the proposal. "Broker non-votes" will not count as shares present and entitled to vote on the proposal and will not be counted for any purpose in determining whether this proposal has been approved.

Q:    What happens if a director nominee fails to receive a majority vote in an uncontested election at the Annual Meeting?

A:    Each incumbent director standing for reelection at the Annual Meeting has tendered an irrevocable letter of resignation, effective upon such incumbent director not receiving a majority vote at the Annual Meeting and acceptance of such resignation by the Board of Directors. The Board of Directors must accept or reject such resignation within 90 days following certification of the stockholder vote in accordance with the procedures established by our Bylaws. If a director’s resignation offer is not accepted by the Board of Directors, that director will continue to serve until our Annual Meeting of Stockholders to be held in 2016 and his or her successor is duly elected and qualified or until the director’s earlier death, resignation, or removal.

Any director nominee who is not an incumbent director and who fails to receive a majority vote in an uncontested election will not be elected as a director, and a vacancy will be left on the Board of Directors. The Board of Directors, in its sole discretion, may either fill a vacancy resulting from a director nominee not receiving a majority vote pursuant to our Bylaws or decrease the size of the Board of Directors to eliminate the vacancy. There are no director nominees who are incumbent directors standing for reelection at the Annual Meeting.

Q:    What happens if I do not vote?

A:     The following is a brief explanation of the effect that a decision not to vote shares will have on the proposals to be voted upon at the Annual Meeting:

Abstentions - You may "WITHHOLD AUTHORITY" to vote for one or more nominees for director and may abstain from voting on one or more of the other matters to be voted on at the Annual Meeting. Shares for which authority is withheld or that a stockholder abstains from voting will be counted for purposes of determining whether a quorum is present at the Annual Meeting. With respect to Proposal No. 1, shares for which a stockholder elects to "WITHOLD AUTHORITY" will not be included in the total number of votes cast, and thus will have no effect on the outcome of the vote on this proposal. With respect to Proposal Nos. 2, 3, 4 and 5, shares that a stockholder abstains from voting will be included in the total number of shares present and entitled to vote on these proposals, and will have the same effect as a vote "AGAINST" these proposals.

Broker Non-Votes - "Broker non-votes" result from shares that are held by a bank, broker, dealer or other nominee that are represented at the Annual Meeting, but with respect to which the nominee holding those shares (i) has not received instructions from the beneficial owner of the shares to vote on the particular proposal, and (ii) does not have discretionary voting power with respect to the particular proposal. Please see the question, titled "Who can vote at the Annual Meeting" below for a discussion of beneficial ownership. Whether a nominee has authority to vote shares that it holds is determined by stock exchange rules. Nominees holding shares of record for beneficial owners generally are entitled to exercise their discretion to vote on Proposal No. 2, but do not have the discretion to vote on Proposal Nos. 1, 3, 4 and 5 unless they receive other instructions from the beneficial owners of the shares. Accordingly, broker non-votes will result for Proposal Nos. 1, 3, 4 and 5. Broker non-votes will not be counted for purposes of determining the number of votes cast or the number of shares present and entitled to vote with respect to these proposals, and will not be counted for any purpose in determining whether these proposals have been approved. Broker non-votes will be counted for purposes of determining the presence or absence of a quorum at the Annual Meeting.

Q:    Who can vote at the Annual Meeting?

A:    Only our stockholders of record at the close of business on July 14, 2015, the Record Date, will be entitled to vote at the Annual Meeting. On the Record Date, there were 32,677,890 shares of our Common Stock outstanding and entitled to vote. Each share of Common Stock issued and outstanding on the Record Date is entitled to one vote on any matter presented for consideration and action by our stockholders at the Annual Meeting.

Stockholders of Record - If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, then you are a "holder of record". As a holder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the Notice.

Beneficial Owners - If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the "beneficial owner" of shares held in "street name" and this Proxy Statement is being made available to you by that nominee. The nominee holding your account is considered the holder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the holder of record, you may

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not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your nominee. Please contact your nominee directly for additional information.

Q:    What is the quorum requirement for the Annual Meeting?

A:     The presence at the Annual Meeting, in person or by proxy, of holders of a majority of the shares of our Common Stock outstanding as of the Record Date, will constitute a quorum at the Annual Meeting. We will treat shares of Common Stock represented by a properly voted proxy, including abstentions and broker non-votes, as present at the Annual Meeting for the purposes of determining the existence of a quorum. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

Q:    How can I vote my shares?

A:     •    Stockholders of Record - Stockholders of record can vote by proxy or by attending the Annual Meeting and voting in person. If you vote by proxy, you can vote by Internet, telephone or by mail as described below. Thomas Garcia and Thomas A. George, the designated proxyholders, are members of our Company's management. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.

VOTE BY INTERNET 
 
VOTE BY TELEPHONE
 
VOTE BY MAIL
 
VOTE AT THE
ANNUAL MEETING
You can vote by proxy over the Internet by following the instructions provided in the Notice, or to the extent you requested to receive printed proxy materials, by following the instructions provided on the proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. EST on September 9, 2015 by visiting www.proxyvote.com and following the instructions. Our Internet voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice.
 
If you requested to receive printed proxy materials, you can vote by telephone pursuant to the instructions provided on the proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. EST on September 9, 2015.
 
If you requested to receive printed proxy materials, you can vote by mail pursuant to the instructions provided on the proxy card. If you choose to vote by mail, simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided. In order to be effective, completed proxy cards must be received by 11:59 p.m. EST on September 9, 2015.
 
The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

•    Beneficial Owner - If you are the beneficial owner of your shares, you should have received the Notice or a proxy card with these proxy materials from your bank, broker, dealer or other nominee rather than from us. Simply follow the instructions received from your broker, bank, trustee or nominee to vote on the Internet or, if you received a proxy card, by utilizing the instructions set forth therein. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, trustee or nominee. Follow the instructions from your broker, bank, trustee or nominee or contact your broker, bank, trustee or nominee to request a proxy card.

Q:    How may I attend the Annual Meeting?

A:     You are entitled to attend the Annual Meeting only if you were a holder of record as of the Record Date or hold a valid proxy to vote shares at the Annual Meeting. Since seating is limited, admission to the Annual Meeting will be on a first-come, first-served basis. You should be prepared to present government-issued photo identification for admittance, such as a passport or driver's license. If you are the beneficial owner of your shares, you also will need proof of ownership as of the Record Date to be admitted to the Annual Meeting, such as your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your bank, broker, dealer or other nominee, or similar evidence of ownership. Please note that for security reasons, you and your bags may be subject to search prior to your admittance to the Annual Meeting. If you do not comply with each of the foregoing requirements, you will not be admitted to the Annual Meeting.

Q:    What can I do if I change my mind after I vote my shares?

A:     You may change your vote at any time before your proxy is voted at the Annual Meeting. If you are a holder of record, you may change your vote by (i) providing written notice of revocation to the Secretary of our Company at our corporate headquarters located at 250 Coromar Drive, Goleta, California 93117, (ii) executing a subsequent proxy using any of the voting methods discussed above, or (iii) attending the Annual Meeting and voting in person. However, simply attending the Annual Meeting will not, by itself, revoke your proxy. If you are a beneficial owner of your shares, and you have instructed your bank, broker, dealer or other nominee to vote your shares, you must follow directions received from your nominee to change those

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instructions. Subject to any such revocation, all shares represented by properly executed proxies will be voted in accordance with the recommendations of the Board of Directors.

Q:    Could other matters be decided at the Annual Meeting?

A:     As of the date this Proxy Statement was made available to stockholders, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. However, if any other matters are presented for consideration at the Annual Meeting including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place in order to solicit additional proxies in favor of one or more of the proposals, the persons named as proxyholders will have discretion to vote on these matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote.

Q:    Who is paying for the cost of this proxy solicitation?

A:     The solicitation of proxies is made on behalf of our Company and all the expenses of soliciting proxies from stockholders will be borne by our Company. In addition to the solicitation of proxies by use of the mail, officers and regular employees may communicate with stockholders personally or by mail, telephone, or otherwise for the purpose of soliciting such proxies, but in such event no additional compensation will be paid to any such persons for such solicitation. We will reimburse banks, brokers, dealers and other nominees for their reasonable out-of-pocket expenses in forwarding solicitation material to beneficial owners of shares held of record by such persons. The total estimated cost of the solicitation of proxies is approximately $101,000.

Q:    What is the deadline to submit stockholder proposals for the 2016 Annual Meeting?

A:     We currently anticipate holding our Annual Meeting of Stockholders for fiscal year 2016 in September 2016. Accordingly, notice of any director nomination or other proposal that you intend to present for inclusion in the proxy materials to be distributed in connection with our Annual Meeting of Stockholders to be held in 2016 must be delivered to our corporate headquarters located at 250 Coromar Drive, Goleta, California 93117 no later than the close of business on April 2, 2016. In addition, your notice must satisfy the conditions for such proposals set forth in our Bylaws, which contain requirements with respect to advance notice of director nominations and other stockholder proposals.

Q:    How can stockholders nominate a candidate for election as a director?

A:      Our Company's Bylaws provide that a stockholder seeking to nominate a candidate for election as a director at an annual meeting of stockholders must provide timely advance written notice. To be timely, a stockholder's notice generally must be received at our corporate headquarters on or before the date 90 days prior to the scheduled date of the annual meeting or, if it is to be held on a later date, on or before the date seven days after we first publish notice of the annual meeting.

Under our Bylaws, a stockholder's notice of a proposed nomination for director to be made at an annual meeting of stockholders must include the following information:

The name and address of the stockholder and any Stockholder Affiliate proposing to make the nomination and of the person or persons to be nominated;
The class and number of shares of our Company that are, directly or indirectly, beneficially owned by the stockholder or any Stockholder Affiliate and any derivative positions held or beneficially held by the stockholder or any Stockholder Affiliate and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Affiliate;
A representation that the holder is a stockholder entitled to vote his or her shares at the annual meeting and intends to vote his or her shares in person or by proxy for the person nominated in the notice;
A description of all arrangements or understandings between the stockholder(s) or Stockholder Affiliate supporting the nomination and each nominee;
Any other information concerning the proposed nominee(s) that our Company would be required to include in the Proxy Statement if the Board of Directors made the nomination;
The consent and commitment of the nominee(s) to serve as a director;
For each nominee, a completed and signed questionnaire, in a form provided by our Company upon written request, with respect to the background and qualification of such person being nominated and the background of any other person or entity on whose behalf the nomination is being made;
For each nominee, a written representation and agreement, in the form provided by our Company upon written request, with regards to any voting commitments, compensatory arrangements with a third party and compliance requirements applicable to directors of our Company;
A description of all agreements, arrangements and understandings between the stockholder and Stockholder Affiliate and any other person, including their names, in connection with the nominee; and
Whether the stockholder or any Stockholder Affiliate intends to conduct a proxy solicitation.

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For these purposes, "Stockholder Affiliate" means (i) any person controlling, directly or indirectly, or acting in concert with, any stockholder making the nomination, (ii) any beneficial owner of shares of stock of our Company owned of record or beneficially by the stockholder making the nomination, and (iii) any person controlling, controlled by or under common control with the Stockholder Affiliate. The presiding officer of the annual meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. Stockholder nominations submitted in accordance with the requirements of our Company's Bylaws will be forwarded to the Corporate Governance Committee.

Q:    How can stockholders propose other actions for consideration at an annual meeting of stockholders?

A:     Our Company's Bylaws provide that a stockholder seeking to propose actions at an annual meeting of stockholders (other than nomination of directors) must provide timely advance written notice to our Company. To be timely, a stockholder's notice generally must be received at our principal executive office on or before the date 90 days prior to the scheduled date of the meeting or, if it is to be held on a later date, on or before the date seven days after we first publish notice of the meeting.

Under our Bylaws, a stockholder's notice of proposed action to be made at an annual meeting of stockholders must include the following information:

A brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the meeting;
The name and address of the stockholder and any Stockholder Affiliate proposing such business;
The class and number of shares of our Company that are, directly or indirectly, beneficially owned by the stockholder and any Stockholder Affiliate;
Any derivative positions held or beneficially held by the stockholder and any Stockholder Affiliate, and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to, any derivative position, short position, or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Affiliate with respect to our Company's securities;
A description of all agreements, arrangements and understandings between such stockholder or any Stockholder Affiliate and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;
Any material interest of the stockholder or any Stockholder Affiliate in such business; and
Whether the stockholder or any Stockholder Affiliate intends to conduct a proxy solicitation.

Any stockholder providing such notice shall promptly provide any other information that our Company may reasonably request. For these purposes, "Stockholder Affiliate" means (i) any person controlling, directly or indirectly, or acting in concert with, any stockholder making the proposal for action at an annual meeting, (ii) any beneficial owner of shares of stock of our Company owned of record or beneficially by the stockholder making the proposal for action at an annual meeting, and (iii) any person controlling, controlled by or under common control with the Stockholder Affiliate. The presiding officer of the annual meeting may refuse to acknowledge any business not brought before the meeting in compliance with the foregoing procedure.

Q:    I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A:    We have adopted a procedure called "householding", which the SEC has approved. Under this procedure, we are delivering a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report, or if you wish to receive separate copies in the future, please write or call us at the following address and telephone number:

Deckers Outdoor Corporation
Attn: Corporate Secretary
250 Coromar Drive
Goleta, California 93117
(805) 967-7611

In addition, if you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact us using the contact information set forth above. Stockholders who hold shares in "street name" may contact their bank, broker, dealer or other nominee to request information about householding.


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Q:    Where can I find voting results of the Annual Meeting?

A:    We will announce preliminary voting results with respect to each proposal at the Annual Meeting. In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting, unless final results are not known at that time, in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once they are known by our Company.

Q:    Whom should I contact with other questions?

A:    If you have additional questions about this Proxy Statement or the Annual Meeting, or if you would like additional copies of this Proxy Statement, please contact: Deckers Outdoor Corporation, 250 Coromar Drive, Goleta, California 93117, Attention: Corporate Secretary, Telephone: (805) 967-7611.

This Proxy Statement and our Annual Report are available at www.deckers.com/investors


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PROPOSAL NO. 1
ELECTION OF DIRECTORS
 
Overview
Our Company's Bylaws provide for the annual election of directors. Our Bylaws also provide that our Board of Directors will consist of not less than one nor more than nine members. The specific number of members of our Board of Directors within this range is established by our Board of Directors. There are currently nine members of our Board of Directors. Ms. Bonita C. Stewart and Mr. Nelson C. Chan were elected as Board Members in September 2014 and December 2014, respectively.
At the Annual Meeting, stockholders will be asked to elect nine directors to serve until the next Annual Meeting of Stockholders to be held in 2016, or until their successors are elected and duly qualified. Proxies cannot be voted for a greater number of persons than the number of nominees named. The names and certain information concerning the persons nominated by our Board of Directors to become directors at the Annual Meeting are set forth below. Each of the proposed nominees currently serves as a member of our Board of Directors.
If all nominees for director are elected, then following the Annual Meeting, our Board of Directors will consist of nine members, and a majority of our Board of Directors and all members of each of its standing committees will continue to be "independent directors" under applicable securities exchange listing rules, as described below.
Agreements with Directors
None of the directors or nominees for director was selected pursuant to any arrangement or understanding, other than with the directors of our Company acting within their capacity as such. There are no family relationships among directors, nominees for director or executive officers of our Company.
Director Nominations
The Corporate Governance Committee is responsible for identifying and evaluating nominees for election to our Board of Directors. In addition to the candidates proposed by our Board of Directors or identified by the Corporate Governance Committee, the Committee considers candidates for director proposed by stockholders, provided such recommendations are made in accordance with the procedures set forth in our Bylaws. Please refer to the question titled "How can stockholders nominate a candidate for election as a director?" above. Stockholder nominations that meet the criteria outlined below will receive the same consideration that the Committee's nominees receive.
Director Qualifications
Directors are responsible for overseeing and monitoring our business consistent with their fiduciary duties to our stockholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes, and professional experience. As detailed in the section of this Proxy Statement titled "Nominating Procedures and Criteria" below, our Board of Directors believes that there are both general requirements for service as a member of our Board of Directors that are applicable to all directors, and other specialized characteristics that should be represented on the Board as a whole, but not necessarily by each director.
The names of the nominees for director and certain biographical information about each nominee, including any public company directorships held by such nominee over the last five years, are set forth below. In addition, information about the specific qualifications, attributes and skills of each nominee that led to our Board's conclusion that each nominee should serve as a director of our Company is set forth below.
No Legal Proceedings with Directors
There are no legal proceedings related to any of the directors or director nominees which must be disclosed pursuant to Items 103 and 401(f) of Regulation S-K.
Qualifications for All Directors
Essential criteria for candidates considered by the Corporate Governance Committee include the following:
Personal and professional integrity
Good business judgment
Relevant experience and skills
Ability to be an effective director in conjunction with the full Board of Directors in collectively serving the long-term interests of our Company's stockholders
Commitment to devoting sufficient time and energy to diligently performing duties as a director


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Diversity Factors Considered for all Director Nominees
The Corporate Governance Committee considers many factors when identifying nominees for director, including diversity with respect to personal characteristics (including race and gender) as well as diversity in the experience and skills that contribute to our Board's performance of its responsibilities in the oversight of our Company's business. However, the Committee has not adopted a formal policy with respect to the consideration of diversity.
Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board of Directors
The Corporate Governance Committee believes that the competencies we seek in our directors should support our Company's strategies for long-term success. Below we identify the key qualifications and skills our directors bring to our Board of Directors, that we believe are important in light of our business and strategic direction. The particular qualifications and skills that our Board of Directors considered in nominating each individual director nominee are included in the directors' individual biographies below.

OUR COMPANY'S STRATEGY
 
 
 
 
 
Build niche brands into global lifestyle leaders
 
Innovate based on our industry expertise
 
Grow our global business
Connect with consumers through sophisticated marketing
 
Evolve and grow our multi-channel distribution
 
Manage risk appropriately in light of our long-term
strategic goals


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2016 NOMINEES FOR DIRECTOR
 

Our director nominees reflect diversity of skills, backgrounds, ethnicities, gender and qualifications valued by our Board. The range of tenure on our Board brings a variety of perspectives to strategic, financial and operational deliberations.
Our Board of Directors has nominated the following nine directors for election at the Annual Meeting: Angel R. Martinez, John M. Gibbons, Karyn O. Barsa, Nelson C. Chan, Michael F. Devine, III, John G. Perenchio, James Quinn, Lauri M. Shanahan, and Bonita C. Stewart. Each director nominee currently serves on our Board of Directors.
NAME
AGE
DIRECTOR
SINCE
OCCUPATION
 
 
 
 
Angel R. Martinez
60
2005
Chair of the Board of Directors and Chief Executive Officer
John M. Gibbons
66
2000
Corporate Director
Karyn O. Barsa
54
2008
Corporate Director
Nelson C. Chan
54
2014
Corporate Director
Michael F. Devine, III
56
2011
Corporate Director
John G. Perenchio
60
2005
Corporate Director
James Quinn
63
2011
Corporate Director
Lauri M. Shanahan
52
2011
Corporate Director, Independent Consultant
Bonita C. Stewart
58
2014
Vice-President, Partner Business Solutions, Americas at Google, Inc.

The biographies of the director nominees are listed below, along with the specific qualifications, attributes, skills and experience of each director that our Board of Directors considered in nominating the directors.


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ANGEL R. MARTINEZ
 
Age: 60
Director Since: 2005
 
Chairman of the Board
and Chief Executive Officer
Other Directorships:
Tupperware Brands Corporation
Mr. Martinez has been Chief Executive Officer of our Company since April 2005. In September 2005, Mr. Martinez became a director of our Company and in May 2008, he became Chair of our Board of Directors. Subject to his re-election as a director at the Annual Meeting, Mr. Martinez will remain Chair of the Board of Directors. Mr. Martinez has also served as a director of Tupperware Brands Corporation (NYSE:TUP) since 1998.
Specific Qualifications, Attributes, Skills and Experience
Industry Experience - Extensive experience in the footwear industry, including serving as Chief Executive Officer and Vice Chair of Keen, LLC, an outdoor footwear manufacturer. Also served in a variety of positions at Reebok International Ltd. and as Chief Executive Officer and President of The Rockport Company, a subsidiary of Reebok.
Entrepreneurial - During his tenure at Keen, LLC, successfully established this incipient brand for future growth.
Sales and Marketing Experience - Served as Executive Vice President and Chief Marketing Officer of Reebok International Ltd., a global athletic brand that sells and markets sports and lifestyle products.
International Experience - Held key management roles at Reebok International Ltd., Keen LLC and the Company during periods of international expansion.
Luxury/Premium Branding Experience - 10 years of experience with the UGG brand, a premier brand in luxurious comfort footwear, handbags, apparel, and cold weather accessories. Participated in the acquisition of the Ralph Lauren Footwear brand, which is managed as a subsidiary of The Rockport Company.
Retail Experience and Distribution/Logistics Experience - Owned and operated his own retail stores. While President of The Rockport Company, oversaw retail evolution for the brand, including opening over 50 brand stores. Involved in management of supply chain and distribution channels during his many years of industry experience.
Public Company Management Experience - Has served as Chief Executive Officer of our Company for 10 years.
Risk Oversight Experience - 17 years of experience as a corporate director with risk oversight responsibilities.

JOHN M. GIBBONS
 
Age: 66
Director Since: 2000

 
Other Directorships:
The Learning Network, Inc.
Board Committees:
Audit
Mr. Gibbons is an independent consultant. He is a director of The Learning Network, Inc. He also served as a director and Chair of the Audit Committee of National Technical Systems, Corp., a provider of integrated testing, certification, quality registration and systems evaluation services, from September 2003 until its acquisition in November 2013.
Specific Qualifications, Attributes, Skills and Experience
High Level of Financial Literacy and Experience - Currently serves as a member of our Company's Audit Committee and previously served as Chair of the Audit Committee from 2012. In addition to the positions listed above, from June 2000 to April 2004, Mr. Gibbons was Vice Chair of TMC Communications, Inc., a long distance, data and internet services provider, and was its Chief Executive Officer from June 2001 to April 2003. Mr. Gibbons was also Vice Chair of Assisted Living Corporation, a national provider of assisted living services, from March 2000 to December 2001.
Risk Oversight Experience - Extensive experience in risk oversight as a member and the former Chair of our Company's Audit Committee and former Chair of the Audit Committee of National Technical Systems, Corp.
Industry Experience - 15-year directorship at our Company.
Public Company Management Experience - On the board, Chief Executive Officer and Chief Operating Officer of The Learning Network, Inc. Previously employed by The Sports Club Company, which was previously listed on the American Stock Exchange, where he was Chief Executive Officer and a director from July 1999 to February 2000 and was President and Chief Operating Officer from January 1995 to July 1999.
Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion.
Luxury/Premium Branding Experience - Involved in several different capacities at The Sports Club Company, a company which markets clubs to affluent, health conscious individuals.

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KARYN O. BARSA
 
Age: 54
Director Since: 2008

 
Other Directorships:
The Directors' Organization Ltd.
Performance Sports Group, Ltd.
Board Committees:
Audit
Compensation
Ms. Barsa served as Chief Executive Officer of Coyuchi, Inc., a maker of organic cotton bedding, bath and baby products, from April 2009 to May 2013. From February 2008 to April 2009, she served as President and Chief Executive Officer of Investors' Circle, a network of individual and institutional investors focused on sustainable business practices. She serves on the boards of The Directors' Organization Ltd. and Performance Sports Group, Ltd., and the advisory boards of Embark Stores, Inc., the Winter Sports School and Newpark Capital.
Specific Qualifications, Attributes, Skills and Experience
High Level of Financial Literacy and Experience - In addition to the Chief Executive Officer and director positions discussed above, served as Chief Financial Officer of Patagonia, Inc., a specialty outdoor apparel and equipment manufacturer. Also holds a B.A. in Economics from Connecticut College and an MBA from the University of Southern California.
Risk Oversight Experience - Serves as a member of the Audit Committee and serves on the board of The Directors' Organization Ltd. and Performance Sports Group, Ltd.
Luxury/Premium Branding Experience - In addition to serving as Chief Executive Officer of Coyuchi, Inc., served as Chief Executive Officer of Smith & Hawken, Ltd., a specialty gardening retailer between 1999 and 2001.
Industry Experience - Served as Chief Operating Officer and Chief Financial Officer of Patagonia, Inc. when footwear was introduced as a product of the company.
Distribution/Logistics Experience - As Chief Executive Officer of Coyuchi, Inc., Chief Executive Officer of Smith & Hawken, Ltd, and Chief Operating Officer of Patagonia, Inc. gained extensive experience in management of supply chain and distribution issues.
Sales and Marketing Expertise - Sales teams reported directly to Ms. Barsa in her roles at Patagonia Inc., Smith & Hawken, Ltd and Coyuchi, Inc. Direct sales and marketing experience as Chief Executive Officer of Investors' Circle and founder of HeadStart Custom Helmets.
Retail Experience - Executive experience at Patagonia, Inc., Smith & Hawken, Ltd. and Coyuchi, Inc., all companies with an important retail component.
Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion, including serving as Chief Executive Officer of Embark Stores, Inc., a start-up pet supplies retailer between May 2007 and February 2008.

NELSON C. CHAN
 
Age: 54
Director Since: 2014
 
Other Directorships:
Outerwall Inc.
Affymetrix, Inc.
Synaptics, Inc.
Board Committees:
Audit

In December of 2014, Mr. Chan became a director of our Company. Mr. Chan is Chairman of the Board of Directors of Outerwall Inc. (NASDAQ: OUTR). He is also Lead Independent Director of Synaptics, Inc. (NASDAQ: SYNA) and serves as a member of the Board of Directors of Affymetrix, Inc. (NASDAQ: AFFX). Mr. Chan is also a director of several privately held companies. From 2006 to 2008, Mr. Chan served as Chief Executive Officer of Magellan Corporation and from 1992 to 2006, he served in various management positions with SanDisk Corporation. Mr. Chan held sales, marketing and engineering positions at several technology-based companies from 1983 to 1992.
Specific Qualifications, Attributes, Skills and Experience
Entrepreneurial - Expertise in building technology companies.
High Level of Financial Literacy and Experience - Has held numerous senior management positions with other leading companies, including Chief Executive Officer at Magellan Corporation.
Public Company Management Experience - Extensive experience with several leading public and private companies, both as an executive and as a board member.
Sales/Marketing Experience - Held key sales, marketing and engineering positions at SanDisk Corporation, Chips and Technologies, Signetics and Delco Electronics.

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International Experience - Was the Executive Vice President and General Manager, Consumer Business, while at SanDisk Corporation, a global multi-billion dollar company.
Risk Oversight Experience - Currently serves as a member of our Company's Audit Committee and has over 8 years of experience as a corporate director with risk oversight responsibilities.

MICHAEL F. DEVINE, III
 
Age: 56
Director Since: 2011
 
Other Directorships:
Express, Inc.
FIVE Below, Inc.
The Talbots Inc.
Sur La Table, Inc.
Board Committees:
Audit
Compensation
Mr. Devine retired as Executive Vice President and Chief Financial Officer from Coach, Inc. (NYSE: COH) in 2011. He currently serves as a member of the Board of Directors and Chair of the Audit Committee of Express, Inc. (NYSE: EXPR) and FIVE Below, Inc. (NYSE: FIVE). He also serves as a member of the Board of Directors of The Talbots Inc. and Sur La Table, Inc. From 2004 to 2007, Mr. Devine served as a member of the Board of Directors and Chair of the Audit Committee of Educate (formerly NASDAQ: EEEE), a leading K-12 education service company with solutions such as Sylvan Learning Center. Mr. Devine also previously served as a member of the Board of Directors and of the Audit Committee of NutriSystem, Inc. (NASDAQ: NTRI).
Specific Qualifications, Attributes, Skills and Experience
High Level of Financial Literacy and Experience - In addition to Mr. Devine's experiences at Coach, Inc. and as a director, prior to joining Coach, Inc. served as Chief Financial Officer and Vice President-Finance of Mothers Work, Inc. from February 2000 until November 2001. From 1997 to 2000, was Chief Financial Officer of Strategic Distribution, Inc., a Nasdaq-listed industrial store operator. From 1995 to1997, was Chief Financial Officer at Industrial System Associates, Inc., and for the prior 6 years he was the Director of Finance and Distribution for McMaster-Carr Supply Co. Holds a Bachelor of Science degree in Finance and Marketing from Boston College and an MBA in Finance from the Wharton School of the University of Pennsylvania.
Public Company Management Experience - Experience at Coach, Inc. involved managing a public company during a period of high growth.
Risk Oversight Experience - 9 years of experience as a corporate director with risk oversight responsibilities.
Luxury/Premium Branding Experience - Coach, Inc. is a leading marketer of modern classic American accessories.
Industry Experience - In addition to experience at Coach, Inc., serves as a director of Express, Inc., a nationally recognized specialty apparel and accessory retailer offering both women's and men's merchandise.
Distribution/Logistics Experience and Retail Experience - Involved in supply chain and wholesale and retail distribution channels while at Coach, Inc.
International Experience - Involved in a global brand with worldwide operations while at Coach, Inc.

JOHN G. PERENCHIO
 
Age: 60
Director Since: 2005
 
Other:
Private Investor
Board Committees:
Compensation Corporate Governance
Mr. Perenchio is a private investor. From 1999 until May of 2015, he held controlling interests and was a principal in various music industry companies, involved in the production and sale of recorded music, music publishing and merchandise. Since late 2009, Mr. Perenchio has been involved in Club Ride Apparel, LLC, a start-up sports apparel company in which he owns a controlling interest.
Specific Qualifications, Attributes, Skills and Experience
Entrepreneurial - Involved in the formation of a myriad of different successful business enterprises, from music to apparel. From 1990 to 2003, served as an executive with Chartwell Partners, LLC, a family owned boutique investment and holding company specializing in the entertainment, media and real estate industries.
Industry Experience - Experience in apparel and has been a director of our Company for 10 years.
Sales and Marketing Experience - Experience with designing and implementing marketing and sales plans in the music industry, internet retail, real estate industry and the sports apparel industry.

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Risk Oversight Experience - In addition to the director and management experiences discussed above, from 1984 to 1990, served as in-house counsel at Triad Artists, Inc., one of the then premier talent agencies in the world, and prior to that, from 1982 to 1984, he practiced law as an attorney in California.
Public Company Management Experience - 10-year directorship at our Company. From 1992 to 2007, Mr. Perenchio was a director of Univision Communications Inc., the leading Spanish-language media company in the United States.

JAMES QUINN
 
Age: 63
Director Since: 2011
 
Other Directorships:
Mutual of America Capital Management, Inc.
Prudential Retail Mutual Funds
Board Committees:
Corporate Governance
Mr. Quinn retired as President of Tiffany & Co. (NYSE: TIF) effective January 31, 2012. He was named to Tiffany & Co.'s board of directors in 1995 and served until 2008. Mr. Quinn also currently serves as a director of Mutual of America Capital Management, Inc. and Prudential Retail Mutual Funds.
Specific Qualifications, Attributes, Skills and Experience
Public Company Management Experience - As the former president of Tiffany & Co., oversaw retail sales in Tiffany stores in more than 50 countries, with responsibility for the company's global expansion strategy, including the significant Tiffany & Co. presence established throughout Asia. Joined Tiffany & Co. in 1986 and held a series of significant positions including Vice Chairman prior to his appointment as President in 2003.
Luxury/Premium Branding Experience - Tiffany & Co. is a jeweler and specialty retailer whose principal merchandise offering is fine jewelry.
Distribution/Logistics Experience and Retail Experience - At Tiffany & Co., involved in supply chain, retail and other distribution channels.
International Experience - While at Tiffany & Co., involved in a global brand with worldwide operations.
Risk Oversight Experience - 20 years of experience as a corporate director with risk oversight responsibilities.

LAURI M. SHANAHAN
 
Age: 52
Director Since: 2011
 
Other Directorships:
Charlotte Russe Holdings, Inc.,
Cedar Fair Entertainment Company
Board Committees:
Compensation
Ms. Shanahan is a seasoned retail executive with over 20 years of senior level experience across global, multi-channel, multi-brand enterprises and other specialty retail and consumer service companies. Ms. Shanahan is also on the board of directors and is Chair of the Compensation Committee of Charlotte Russe Holdings, Inc., a specialty retailer of apparel and accessories with over 500 stores, and on the board of Cedar Fair Entertainment Company, a publicly traded partnership that owns and operates amusement parks and resorts in North America. In addition, Ms. Shanahan is a principal of Maroon Peak Advisors, which provides a broad range of advisory services in the retail and consumer products sector.
Specific Qualifications, Attributes, Skills and Experience
Public Company Management Experience - Joined The Gap Inc. (NYSE: GPS) in 1992 and served for 16 years in numerous leadership roles including Chief Administrative Officer, Chief Legal Officer and corporate secretary.
Distribution/Logistics Experience and Retail Experience - Involved in retail and other distribution channels and supply chain while at The Gap Inc. and as a consultant.
International Experience—Involved with global brands with worldwide operations while at The Gap Inc. and as a consultant.
Industry Experience and Luxury/Premium Branding Experience - Gained experience in footwear, apparel and accessories at The Gap Inc., Charlotte Russe Holdings, Inc. and through consulting business. The Gap Inc. is a leading global specialty retailer offering clothing, footwear, accessories, and personal care products for men, women, children, and babies under the Gap, Banana Republic, Old Navy, Piperlime, and Athleta brands.
Risk Oversight Experience - In addition to her other leadership roles at The Gap Inc., Ms. Shanahan served as Chief Compliance Officer and Chief Legal Officer where she oversaw the global corporate risk committee as well as the global governance and compliance organization.



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BONITA C. STEWART
 
Age: 58
Director Since: 2014
 
Other:
Vice President, Partner Business Solutions, Americas at Google, Inc.

Board Committees:
Corporate Governance
In September of 2014, Ms. Stewart became a director of our Company. Ms. Stewart is currently the Vice President, Partner Business Solutions, Americas at Google, Inc. (NASDAQ:GOOG) and has been with Google, Inc. since 2006. At Google, Inc. she leads strategy, business development and revenue growth plans for large partners using Google, Inc. products. From 2002 to 2006, Ms. Stewart worked for DaimlerChrysler AG where she was Director, Chrysler Group, Interactive Communications and prior to that, Director, Chrysler Brand Communications. Ms. Stewart began her career in 1979 at IBM Corporation where she served in various financial and marketing management positions. Ms. Stewart has an MBA from Harvard Business School.
Specific Qualifications, Attributes, Skills and Experience
Industry Experience - Over 24 years of experience in brand management, digital strategy and execution.
Financial Literacy and Experience - Leads strategy, business development and revenue growth plans for large partners using Google, Inc. products.
Entrepreneurial - Served as President, Chief Operating Officer, and Co-Founder of Nia Enterprises, a web-based company.
Sales and Marketing Experience - Sales, marketing, global pricing and online advertising experience.
International Experience - Currently the Vice President, Partner Business Solutions, Americas at Google, Inc. and has worked for Chrysler Group and IBM Corporation, which are multi-billion dollar global companies.
Public Company Management Experience - Strategic planning, operational large scale (multi-billion). 10-year management career at IBM Corporation.
Summary of Qualifications of 2016 Director Nominees
The table below summarizes the specific qualifications, attributes, skills and experience of each director nominee that led our Board of Directors to conclude that the nominee is qualified to serve on our Board of Directors. While each director nominee is generally knowledgeable in each of these areas, an "X" in the chart below indicates that the item is a specific qualification, attribute, skill or experience that the nominee brings to our Board of Directors. The lack of an "X" for a particular item does not mean that the nominee does not possess that qualification, attribute, skill or experience.

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SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS
Angel R.
Martinez
John M.
Gibbons
Karyn O.
Barsa
Nelson C.
Chan
Michael F.
Devine, III
John G.
Perenchio
James
Quinn
Lauri M.
Shanahan
Bonita C.
Stewart
 
 
 
 
 
 
 
 
 
 
Luxury/Premium Branding Experience
X
X
X
 
X
 
X
X
 
Entrepreneurial
X
X
X
X
 
X
 
 
X
Distribution/Logistics Experience
X
 
X
 
X
 
X
X
 
Retail Experience
X
 
X
 
X
 
X
X
 
Sales and Marketing Experience
X
 
X
X
 
X
X
 
X
High Level of Financial Literacy and Experience
 
X
X
X
X
 
 
 
X
International Experience
X
 
 
X
X
 
X
X
X
Public Company Management Experience
X
X
 
X
X
X
X
X
X
Industry Experience (Footwear, Apparel and Accessories)
X
X
X
 
X
X
 
X
X
Risk Oversight Experience
X
X
X
X
X
X
X
X
 
Voting Requirements
Our Board of Directors has adopted a majority voting standard for uncontested director elections. Each director nominee will be elected by a majority of the votes cast at the Annual Meeting (assuming a quorum is present). A majority of the votes cast means that the number of votes "FOR" a nominee for director must exceed 50% of the total votes cast. Votes "AGAINST" a nominee for director will count as votes cast for purposes of this proposal, but a "WITHHOLD AUTHORITY" vote with respect to shares and broker non-votes will not count as votes cast. Our Board of Directors recommends that you vote "FOR" each of the director nominees. Accordingly, the persons named as proxyholders in the attached proxy will vote to elect all nine director nominees named below unless contrary instructions are given in the proxy. Please refer to the question titled "What are the voting requirements to approve the proposals?" above for additional information.
Although each of the persons named below has consented to serve as a director if elected, and our Board of Directors has no reason to believe that any of the nominees named below will be unable or unwilling to serve as a director, if any nominee withdraws or otherwise becomes unavailable to serve, our Board of Directors may reduce the number of directors fixed by our Bylaws, or the proxies may be voted for the election of such other person as a director as our Board of Directors may recommend in place of the nominee.
____________________________________________________________________

BOARD RECOMMENDATION
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR"
THE ELECTION OF EACH OF THE ABOVE DIRECTOR NOMINEES.
____________________________________________________________________

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CORPORATE GOVERNANCE
 
Corporate Governance at Deckers
Corporate Governance at Deckers is managed under the direction of our Board of Directors. Our Board of Directors has a long-standing commitment to comprehensive and effective corporate governance practices. Our Board of Directors continues to evaluate our governance arrangements to ensure that the right mix of individuals are present in our boardroom and to best serve our stockholders by ensuring effective oversight of our strategy and management. Our Board of Directors has adopted Corporate Governance Guidelines that set forth the primary framework of governance principles applicable to our Company. The complete copy of our Company's current Corporate Governance Guidelines is available on our website at www.deckers.com/investors.
Corporate Governance Highlights
Our Board of Directors is committed to maintaining the highest standards of corporate governance and has established a strong framework by which our Company is governed. Highlights include:
OUR POLICY OR PRACTICE
DESCRIPTION AND BENEFIT TO OUR STOCKHOLDERS
 
 
 
STOCKHOLDER RIGHTS
Annual Election of Directors
• Our directors are elected annually, reinforcing their accountability to our stockholders.
Single Class of Outstanding Voting Stock
• Our common stockholders control our Company, with equal voting rights.
Majority Voting Standard
• We have a majority voting standard for uncontested director elections.
 
BOARD STRUCTURE
Director Independence
• Based on the director independence requirements set forth in our Corporate Governance Guidelines, as well as in the applicable NYSE and SEC rules, our Board of Directors has determined that each of our directors, other than Mr. Martinez, is an "independent director".
Lead Independent Director
• We have appointed a Lead Independent Director to perform defined duties, such as discussing and approving Board meeting agendas and communicating with major stockholders, as needed.
Committee Governance
• Our three Board Committees: Audit, Compensation and Corporate Governance, consist exclusively of independent directors and have written charters. Committee composition and charters are reviewed annually by our Board.
Board Leadership and Structure
• Effective leadership structure of a combined Chair of the Board of Directors and Chief Executive Officer, Mr. Martinez. Mr. Martinez partnered closely with our Lead Independent Director, Mr. Gibbons. This leadership structure facilitates communication between our Board and our management.
Annual Board Self-Evaluations
• Our Corporate Governance Committee conducts and oversees the annual self-evaluations of our Board to ensure that each director continues to serve the best interests of our stockholders.
Board Oversight of Risk
• Directors are responsible for supervision of risk management activities with our Audit Committee overseeing risk management. Our full Board of Directors regularly engages in discussions of the most significant risks we face and how these risks are managed.
 
EXECUTIVE COMPENSATION
Annual Say-on-Pay Vote
• Annually, our stockholders have the opportunity to cast an advisory vote on the compensation payable to our NEOs.
Corporate Governance Principles
Pursuant to Delaware law and our Company's Bylaws, our Company's business, property and affairs are managed under the direction of the Board of Directors. Thus, our Board of Directors is the ultimate decision-making body of our Company, except with respect to those matters reserved to the stockholders.
Our Board of Directors selects the senior management team, which is charged with the day-to-day operations of our Company's business. Members of our Board of Directors are kept informed of our Company's business through discussions with our Chief Executive Officer and other senior management personnel including informally between meetings, by attending brand sales meetings as well as industry events, by reviewing materials requested by them or otherwise provided to them and by

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participating in periodic informal telephonic meetings, as well as formal meetings of the Board of Directors and its committees. Having selected the senior management team, our Board of Directors acts as an advisor and counselor to senior management, monitors its performance and proposes or makes changes to the senior management team when it deems necessary or appropriate.
Board of Directors Meetings
For the fiscal year ended March 31, 2015, each of the directors attended at least 75% of the meetings of our Board of Directors and the meetings of the committees of our Board on which he or she served. Time is scheduled for our independent directors to meet in an executive session at every Board meeting. As Lead Independent Director, Mr. Gibbons presided at these executive sessions.
Our Company's Corporate Governance Guidelines state that directors are expected to attend each of our Company's annual meetings of stockholders. The majority of the members of the then Board of Directors attended the 2014 Annual Meeting of Stockholders held in September 2014.
Director Independence
Our Corporate Governance Guidelines require that our Board be comprised of a majority of directors, who satisfy the criteria for independence under appropriate NYSE rules. These guidelines help ensure that the interests of our Board of Directors and management align with the interests of our stockholders, and that we are in compliance with applicable securities exchange rules and regulatory requirements. An independent director is one who meets the independence requirements of the NYSE and who our Board affirmatively determines has no material relationship with our Company, directly or indirectly as a partner, stockholder or officer of an entity with which our Company has a relationship.
Based on the director independence requirements set forth in our Company's Corporate Governance Guidelines, as well as in the applicable NYSE rules, our Board of Directors has determined that each of our directors, other than Mr. Martinez, is an "independent director".

  
 
Independent Directors
John M. Gibbons
Karyn O. Barsa
Nelson C. Chan
Michael F. Devine, III
John G. Perenchio
James Quinn
Lauri M. Shanahan
Bonita C. Stewart

Board Leadership Structure and Lead Independent Director
We have employed a leadership structure utilizing a combined Chair and Chief Executive Officer with a strong Lead Independent Director for many years and our Board of Directors believes that this leadership structure has been effective. The combined structure provides a single leader for our Company who is seen by our employees, customers, business partners and stockholders as providing clear direction and strong leadership. Furthermore, our Board of Directors believes this structure facilitates communication between our Board of Directors and our management. In light of this combined office, our Board of Directors has implemented various counterbalancing governance structures including a Lead Independent Director, an eight-ninths independent board, committees of the Board of Directors comprised solely of independent directors, and the Corporate Governance Guidelines discussed above.
Balancing our combined Chair of the Board of Directors and Chief Executive Officer is our Lead Independent Director who has important duties in and outside of the boardroom to ensure effective and independent oversight of Board decision making. Mr. Gibbons currently serves as our Lead Independent Director. Our Corporate Governance Guidelines describe these duties, which outline clear responsibilities to ensure independent oversight of our Board, as summarized below.

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LEAD INDEPENDENT DIRECTOR
• Coordinates the scheduling and preparation of agendas for the executive sessions of our Board and other meetings of our Board in the absence of the Chair of the Board.

• Chairs executive sessions of our Board and other meetings of our Board, in the absence of the Chair of the Board.

• Approves information sent to our Board.

• Serves as a liaison between the Chair of our Board and the other independent directors.

• Approves meeting agendas and meeting schedules of the Board to assure that there is sufficient time for discussion of all agenda items.

• If requested by major stockholders, consults and directly communicates with stockholders.

• Has the authority to call meetings of the independent directors.

• Pursuant to the direction of Corporate Governance Committee for FY 2015, oversees evaluation of Chair of our Board/Chief Executive Officer.

 
Current Lead Independent Director:
John M. Gibbons
 
Executive Sessions Led in 2015:
8
 
Lead Independent Director is selected by the independent directors to serve a two-year term.
Board Committees
Our Board of Directors has three committees: the Audit Committee, the Compensation Committee and the Corporate Governance Committee. Each member of each of the committees is an "independent director" for purposes of the applicable NYSE and SEC rules. Each of our committees has a written charter that describes its purpose, membership, meeting structure and responsibilities. A copy of each committee's charter is available on our website at www.deckers.com/investors. These charters are reviewed annually by each committee, with any recommended changes adopted upon approval by our Board. The charters were last amended in September 2014.
The primary responsibilities, membership and meeting information for the three committees of our Board are listed below.
 
AUDIT COMMITTEE
• Oversees management's conduct of, and the integrity of, our Company's financial reporting to any governmental or regulatory body, stockholders, other uses of Company financial reports and the public.

• Oversees the qualifications, engagement, compensation, independence and performance of the registered public accounting firm that audits the annual financial statements of our Company and reviews the quarterly reportings and any other registered public accounting firm engaged to prepare or issue an audit report or to perform other audit, review or attest services for our Company.

• Oversees our Company's legal and regulatory compliance.

• Oversees the performance of our Company's internal audit function.

• Oversees the application of our Company's related person transaction policy as established by our Board of Directors.

• Oversees our Company's systems of internal control over financial reporting and disclosure controls and procedures.

• Oversees the application of our Company's code of business conduct and ethics as established by our Board of Directors.
 
Members:
Michael F. Devine, III (Chair)
Karyn O. Barsa
Nelson C. Chan
John M. Gibbons
 
 
Meetings in 2015: 8
 
All members of the Audit Committee meet the independence and experience standards required by the NYSE and the SEC.
 
Mr. Gibbons, Ms. Barsa, Mr. Chan and Mr. Devine have been determined by the Board to be "audit committee financial experts", per SEC regulations.
COMPENSATION COMMITTEE
• Oversees design of executive compensation program.

• Reviews and approves Company and individual goals and objectives relevant to compensation of our Executive Officers.

• Evaluates the performance of our Executive Officers in light of those goals and objectives.

• Determines and approves the compensation level of our Executive Officers based on this evaluation, including each element of compensation.

• Makes recommendations to our Board of Directors regarding any action that is required by law or regulation to be submitted to stockholders of our Company for approval with respect to incentive-compensation plans and equity-based plans.
 
• Administers the Company's equity-based plan, and approves or delegates authority to approve individual award grants under those plans or recommend award grants to the Board for approval.

• Produces an annual report on executive compensation for inclusion in our Company's annual report or proxy statement for our annual meeting of stockholders.

Members:
Lauri M. Shanahan (Chair)
Karyn O. Barsa
Michael F. Devine, III
John G. Perenchio
Meetings in 2015: 11
All members of the Compensation Committee meet the independence standards required by the NYSE and SEC.

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CORPORATE GOVERNANCE COMMITTEE
• Develops and recommends to our Board of Directors a set of Corporate Governance Guidelines applicable to our Company.

• Identifies individuals qualified to become directors, consistent with criteria specified in the Corporate Governance Guidelines.

• Recommends to our Board of Directors the qualified director nominees to be selected by our Board.

• Recommends to our Board of Directors membership of the Board committees.

• Ensures that our Company's Certificate of Incorporation and Bylaws are structured in a way that best serves our Company's practices and objectives and recommends to our Board of Directors amendments for consideration by the Board and/or the stockholders, as appropriate.

• Oversees the evaluation of management, our Board and Board committees.

• Oversees and approves the management continuity planning process.

• Reviews and evaluates the development and succession plan relating to the Chief Executive Officer and our Company's other executive officers.
Members:
James Quinn (Chair)
John G. Perenchio
Bonita C. Stewart
Meetings in 2015: 4
All members of the Corporate Governance Committee meet the independence standards required by the NYSE and SEC.
Nominating Procedures and Criteria
Among its functions, the Corporate Governance Committee considers and approves nominees for election to our Board of Directors. In addition to the candidates proposed by our Board of Directors or identified by the Corporate Governence Committee, the Committee considers candidates for director proposed by our stockholders, provided such recommendations are made in accordance with the procedures set forth in our Bylaws and described in the question titled "How can stockholders nominate a candidate for election as a director?" above. Stockholder nominations that meet the criteria outlined below will receive the same consideration as the Corporate Governance Committee's nominees.
Essential criteria for all candidates considered by the Corporate Governance Committee are discussed in the section of this Proxy Statement titled "Qualifications for All Directors". In evaluating candidates for certain Board positions, the Committee also evaluates additional criteria, as reflected in the section of this Proxy Statement titled "Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board of Directors."
In selecting nominees for our Board of Directors, the Corporate Governance Committee evaluates the general criteria set forth above, identifies the specialized criteria for which the Committee has determined there is a need, prior to commencement of the recruitment process, and considers the candidate's ability to contribute to the success of our Company. In evaluating an existing director for re-election, the Corporate Governance Committee considers a variety of factors, including attendance at Board of Directors and committee meetings, previous performance, length of service on our Board of Directors, experience, skills and contributions brought to our Board of Directors, and independence.
The Board of Directors' nominees for the Annual Meeting have been recommended by the Corporate Governance Committee, as well as our full Board of Directors.
As of the date on which this Proxy Statement was made available to our stockholders, the stockholders had not proposed any candidates for election at the Annual Meeting.
Management Succession
Pursuant to our Corporate Governance Guidelines, the Corporate Governance Committee provides an annual report to our Board of Directors on emergency and expected Chief Executive Officer succession planning. Our Board of Directors works with the Corporate Governance Committee to nominate and evaluate potential successors to the Chief Executive Officer. The Chief Executive Officer provides the Corporate Governance Committee with his input as to potential successors.
Board Role in Risk Oversight
While risk management is primarily the responsibility of our management, our Board of Directors is responsible for the overall supervision of our business, an important element of which is supervision of our risk management activities. Our Board of Directors delegates many of these functions to the Audit Committee. Under its charter, the Audit Committee is responsible for: (i) reviewing and discussing with management, the highest ranking manager of internal audit and the independent registered public accounting firm our Company's financial risk exposures and assessing the policies and processes management has implemented to monitor and control such exposure, (ii) assisting our Board in fulfilling its oversight responsibilities regarding our policies and processes with respect to risk assessment and risk management, including any significant non-financial risk exposures, and (iii) reviewing our annual disclosures concerning the role of our Board in the risk oversight of our Company, such as how our Board administers its oversight function. The Audit Committee also oversees our internal audit function. In addition to the Audit Committee's work in overseeing risk management, our full Board of Directors regularly engages in discussions of the most significant risks that we face and how these risks are being managed, and our Board receives reports on risk management from the Chair of the Audit Committee.

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Our legal and internal audit executives report directly to the Audit Committee regarding material risks to our business, among other matters, and the Audit Committee meets in executive sessions with the internal audit executive and with representatives of our independent registered public accounting firm. The Chair of the Audit Committee reports to the full Board of Directors regarding material risks as deemed appropriate. Every Board meeting agenda also includes a time to discuss risk management updates. In addition to the responsibilities undertaken by the Audit Committee, the other Board committees have oversight of specific risk areas, consistent with the committees' charters and responsibilities. For example, the Compensation Committee oversees the design of our executive compensation program so as to mitigate compensation-related risk and our Corporate Governance Committee develops our Corporate Governance Guidelines to establish appropriate governance practices.
Compensation Committee Interlocks and Insider Participation
As of the date on which this Proxy Statement was made available to our stockholders, no member of the Compensation Committee is serving, and during the past year no member of the Compensation Committee has served, as an officer or employee of our Company or any of its subsidiaries. None of these members had any relationship with our Company during 2015 requiring disclosure under Item 404 of Regulation S-K. None of our executive officers currently serves, or in the past year has served, as a member of our Board of Directors, or compensation committee (or other committee serving a similar purpose) of any entity that has an executive officer serving on our Board of Directors or Compensation Committee. We have entered into an indemnification agreement with each of our directors, including each member of the Compensation Committee.
Communications with Directors
Stockholders and other interested parties may communicate with the Chair of the Audit Committee, Corporate Governance Committee, or Compensation Committee, or with our independent directors as a group, by writing to any such person or group.
Communications should be sent
c/o the Corporate Secretary, to our Company's corporate headquarters at:
250 Coromar Drive, Goleta, California 93117.
Communications are distributed to our Board of Directors, or to any individual director, depending on the facts and circumstances described in the communication. In that regard, our Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of our Board of Directors should be excluded, including the following: junk mail and mass mailings, product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be distributed, except that any communication that is not distributed will be made available to any independent director upon request.
Code of Ethics and Accounting and Finance Code of Ethics
Our Company has adopted a Code of Ethics to help its officers, directors and other employees comply with the law and maintain the highest standards of ethical conduct. The Code of Ethics contains general guidelines for conducting the business of our Company consistent with the highest standards of business ethics. All of our Company's officers, directors and employees must carry out their duties in accordance with the policies set forth in the Code of Ethics and with applicable laws and regulations. The Code of Ethics complies with the requirements set forth in the NYSE Listed Company Manual.
Our Board has also adopted an Accounting and Finance Code of Ethics which focuses on the financial reporting process and applies to our Company's Chief Executive Officer, Chief Financial Officer and Corporate Controller (and other officers serving similar functions) and is intended to qualify as a "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.
To the extent required by law, any amendments to, or waivers from, any provision of the Code of Ethics or the Accounting and Finance Code of Ethics will be promptly disclosed publicly on our corporate website.
Both our Code of Ethics and our Accounting and Finance Code of Ethics are available on our website at www.deckers.com/investors.




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EXECUTIVE OFFICERS
 
EXECUTIVE OFFICER
AGE
POSITION
 
 
 
Angel R. Martinez
60
Chair of the Board of Directors and Chief Executive Officer
Thomas A. George
58
Chief Financial Officer
David Powers
47
President of Deckers Brands
David E. Lafitte
51
Chief Operating Officer
Sergio Azzolari
46
Senior Vice President, Europe, Middle East and Africa
Each executive officer of our Company serves at the discretion of our Board of Directors. Biographical information for our executive officers as of the date on which this Proxy Statement was made available to stockholders, is set forth below. There are no family relationships between any executive officer and any other executive officer or director. None of our executive officers were selected pursuant to any arrangement or understanding, other than with the executive officers of our Company acting within their capacities as such. There are no legal proceedings related to any of the executive officers which must be disclosed pursuant to Item 401(f) of Regulation S-K.
ANGEL R. MARTINEZ
The biographical summary for Mr. Martinez is presented in the section of this Proxy Statement titled "2016 Nominees for Director".
THOMAS A. GEORGE
Mr. George has been our Chief Financial Officer since September 2009. He has over 31 years of experience in corporate finance and accounting, having served in a number of senior level positions with both public and private companies. From February 2005 to September 2009, Mr. George was Chief Financial Officer of Ophthonix, Inc., a private technology company. Prior to Ophthonix, Inc. from October 1997 to February 2005, Mr. George was the Chief Financial Officer of Oakley, Inc., now a division of Luxottica Group S.p.A., a publicy held global consumer products brand with wholesale and retail distribution of multiple product categories including sunglasses and prescription eyewear, apparel, footwear, watches and electronics. Prior to Oakley, Inc from December 1987 to October 1997, Mr. George was the Senior Vice President and Chief Financial Officer of REMEC, Inc., a public technology company. Mr. George has also served as Corporate Controller and Manager of Financial Planning for other public technology firms. He began his career at Coopers & Lybrand, where he became a Certified Public Accountant. He received a B.S. in Business Administration from the University of Southern California.
DAVID POWERS
Mr. Powers joined our Company in 2012 as President of Direct-to-Consumer and was promoted to President of Deckers Brands in March 2015. Mr. Powers has over twenty years of experience in merchandising, concept development and leading global retail operations. Prior to joining our Company, Mr. Powers served 4 years as Vice President of Global Direct-to-Consumer at Converse Inc. Mr. Powers also held several executive leadership roles at The Timberland Company, including Worldwide General Merchandise Manager and Senior Director European Retail, where he led worldwide retail merchandising, marketing, visual and store design, and oversaw European Retail Operations. Prior to this, Mr. Powers spent 10 years at Gap Inc. where he held multiple senior management titles, including Global Divisional Merchandise Manager for the boy's division. Mr. Powers graduated Cum Laude from Northeastern University with a B.S. in Marketing.
DAVID E. LAFITTE
Mr. Lafitte was appointed Chief Operating Officer of our Company in February 2015. From 2012 to January 2015, he was outside General Counsel for our Company. Prior to joining our Company, Mr. Lafitte was a shareholder with the law firm Stradling Yocca Carlson & Rauth, P.C. where he was a member of the firm's board of directors and executive committee, and had been advising our Company since 2006. He received, a J.D. from Tulane University and a B.A. from the University of Colorado.
SERGIO AZZOLARI
Mr. Azzolari joined our Company as Senior Vice President of Europe, Middle East and Africa (EMEA) in February 2015. Most recently, Mr. Azzolari was with Luxottica Group S.p.A. prior to joining our Company. Mr. Azzolari has held a number of leadership roles at several international brands including Fornari S.p.A, Missoni S.p.A. and Benetton Group S.p.A.


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COMPENSATION DISCUSSION AND ANALYSIS
 
The Compensation Committee, which we refer to as the Committee for purposes of this Compensation Discussion and Analysis, is responsible for the compensation of our Named Executive Officers (reflected in the table below). In this section we discuss and analyze the compensation of our principal executive and principal financial officer and our three other most highly compensated executive officers, which we refer to as the "Named Executive Officers" for the fiscal year ended March 31, 2015. This section is divided into the following five parts:
EXECUTIVE SUMMARY
COMPENSATION PHILOSOPHY AND OBJECTIVES
COMPENSATION CONSULTANT AND PEER GROUP
ELEMENTS OF FISCAL YEAR 2015 EXECUTIVE COMPENSATION PROGRAM
OTHER COMPENSATION CONSIDERATIONS

NAMED EXECUTIVE OFFICERS
NAME
TITLE
EMPLOYMENT HISTORY AT OUR COMPANY
 
 
 
Angel R. Martinez
Chair of the Board of Directors and Chief Executive Officer
Has been with our company as Chief Executive Officer since 2005 and Chair of of the Board of Directors since 2008. In March 2015, Mr. Powers assumed the role of President from Mr. Martinez.
 
 
 
Thomas A. George
Chief Financial Officer
Joined our Company in September 2009 and continues to lead as Chief Financial Officer.
 
 
 
David Powers
President of Deckers Brands
Appointed as President of Deckers Brands in March 2015. He joined our Company as President of Direct-to-Consumer in August 2012.
 
 
 
David E. Lafitte
Chief Operating Officer
Appointed in February 2015, after serving as our General Counsel via our outside law firm since September 2011.
 
 
 
Constance X. Rishwain
President of UGG Brand
Appointed as President of UGG in 2002, after serving in a number of capacities since she started with our Company in January 1995.
Ms. Rishwain will be stepping down at the end of July 2015.


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EXECUTIVE SUMMARY
FISCAL YEAR 2015
KEY COMPENSATION PROGRAM CHANGES
 
 
 
Reduced Overall Target Pay Positioning
 
• Reduced overall target pay positioning for entire program to 60th to 75th percentile range from 75th to 100th percentile for Aspirational elements and median to 75th percentile for Core elements

• Simplified target pay positioning by eliminating Core and Aspirational delineations

• Above median positioning is appropriate as 100% of all Cash Incentive Plan and Annual Equity Awards are performance-based and subject to higher risk of forfeiture than many Peer Group programs

Simplified Annual Cash Incentive Plan
 
• Simplified Cash Incentive Plan design by eliminating the Individual Discretionary Portion for the NEOs

• All elements of award are formulaic

• Committee retains negative discretion to decrease payouts under this Plan

• Reduced overall maximum payout range from 230% to 200%

Refined Annual Equity Program
 
• Formalized grant mix between NSU and LTIP Equity Awards

• Total annual equity grant for all NEOs allocated 40% NSU and 60% LTIP RSU to ensure alignment and increase portion tied to long-term performance. Only 47% of value granted through LTIP RSUs to NEOs in the prior fiscal year.

• NSU awards for all NEOs based on achievement of stretch budget goal for one-year diluted EPS with payout range from 0% to 100%

• LTIP awards for all NEOs based on achievement of stretch budget goals for two metrics - Revenue and EBITDA

• LTIP awards payout range from 0% to 200% of target. Maximum payout, however is earned only upon achievement of aspirational performance metrics.

Increased Peer Group Size
 
• Fully re-evaluated Peer Group and increased Peer Group size to 20 companies from 11 companies
The 2015 Fiscal Year in Review
We believe that our financial and operating results for FY 2015 as compared to the twelve month period ending March 31, 2014, are a reflection of our strong brands, exceptional team of executives, and a compensation program that pays for performance.
FISCAL YEAR 2015 HIGHLIGHTS
 
 
• Our Revenue increased 14.5% to a record $1.817 billion.
• We continued our efforts to increase and diversify our global presence, resulting in 35.9% of our business being conducted internationally.
• Our diluted EPS increased 14.5% to $4.66 compared to $4.18 last year.
• Our retail sales increased 12.0% to $384.3 million compared to $343.2 million last year, driven by the opening of 30 new stores.
• Our gross margin was 48.3% compared to 47.7% last year.
• Our E-Commerce sales increased 28.4% to $233.1 million compared to $181.5 million last year, driven by an increase in sales through our existing websites and the addition of new global e-commerce websites.
• Our 5-year total shareholder return (TSR) from December 31, 2009 to March 31, 2015 was 115%.
• We grew our Direct-to-Consumer platform and enhanced our OmniChannel capabilities to better engage and serve consumers in a more connected environment.




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Our strong performance over the past three fiscal years is illustrated by the financial metrics in the graphs below. For fiscal years 2012 and 2013, this information is for the 12-month period ending December 31. For fiscal year 2015, this information is for the 12-month period ending March 31, reflecting the change in our fiscal year effected in 2014. The financial metrics below are also used as the performance metrics for our annual Cash Incentive Plan and our NSU and LTIP Equity Incentive Awards for our NEOs employed for the entire fiscal year.















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We Pay for Performance
Our executive compensation program is designed to pay for performance and directly align leadership with our stockholders. Our Company performance for the operational measures listed above for FY 2015 were up over the prior fiscal year; however, we did not achieve our performance goals as established by the Committee at the beginning of the fiscal year and therefore the compensation paid to our NEOs reflects this, including as follows:
PROGRAM ELEMENT
 
PERFORMANCE CRITERIA
 
2015 PAY FOR PERFORMANCE RESULTS
 
 
 
 
 
Base Salary
 
• Set annually based on past performance, competitive pay data, and scope of responsibilities
 
• Only Mr. Powers and Ms. Rishwain received base salary increases.
 
 
 
 
 
Annual Cash Incentive
 
• Combination of fiscal year 2015 EBITDA and Revenue targets and other business unit financial performance goals
 
Met 92.8% of EBITDA target and 100.3% of consolidated Revenue target. Other business unit financial performance goals paid out according to plan metrics.

• Resulting in CEO, CFO and President of Deckers Brands payout of 78.2% of target.
 
 
 
 
 
NSU Equity Incentive
 
• Fiscal year 2015 one-year diluted EPS targets
 
Met 97.9% of fiscal year 2015 EPS target.  NSUs therefore earned at 88.9%, which will begin to vest over period of 3 years.
 
 
 
 
 
LTIP Equity Incentive
 
• Fiscal year Revenue and EBITDA targets through 2017
 
• These awards may be received, only if earned based on fiscal year performance through 2017, approximately 2.5 years after grant.

• The grant date fair value of the LTIP awards shown in the Summary Compensation Table reflects payout at the target 100% level based on the achievement probability at March 31, 2015.
 
 
 
 
 
Time-Based RSUs
 
• Awards granted generally for select new hires and promotions as deemed necessary and appropriate
 
• Only Mr. Lafitte received this type of equity grant, at the time of hire.
CEO Realized Pay
Due to the strong pay-for-performance relationship that our compensation philosophy requires, the amount of pay realized by our Chief Executive Officer at payout is not necessarily equal to, and may be significantly less than, the pay opportunity targeted for our Chief Executive Officer. This is due to the high portion of his compensation that is at-risk and in particular due to the use of our Cash Incentive Plan awards and NSU and LTIP Equity Incentive Awards, which only pay out if our Company financial and operating performance goals are achieved.
The following graph illustrates the alignment between our CEO's realized pay and the Company's stock price as of fiscal year end over that same period. For example, in FY 2015 the 1-year decrease in stock price from December 31, 2013 to March 31, 2015 was 13.7%. Correspondingly, the CEO's FY 2015 realized pay was 15.6% less than his targeted pay.
Furthermore, our compensation structure is intentionally designed so that a large portion of our CEO's realized pay will be determined by our future long-term performance. Accordingly in the table below, a large portion of his realized pay is valued taking into account the probability and our stock price as of March 31, 2015; but this is only a starting point and is not necessarily indicative of the pay that he will actually realize. All of his equity-based compensation vests, if at all, over long periods, precluding its immediate realization at the grant date and correlating its realizable value to future stock performance.


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____________
(1)
For each year, Realized pay includes the following: Base salary actually paid, Cash Incentive Plan actually paid, All Other Compensation actually paid, and for the Equity Incentive Awards as follows:
The 2012 NSUs were not earned and therefore are not included above. As of March 31, 2015, the 2012 LTIP is not deemed probable to vest and therefore is not included above.
The 2013 NSUs are included above as follows: 9,333 shares vested on December 15, 2014 at a stock price of $95.49 plus 18,667 earned but unvested shares at a stock price equal to the market value as of March 31, 2015, or $72.87. As of March 31, 2015, the 2013 LTIP is not deemed probable to vest and therefore is not included above.
The 2015 NSUs, which were earned at 88.9% of target, and the 2015 LTIP, which are deemed probable to vest at the 100% level as of March 31, 2015, are included above at a stock price equal to the market value as of March 31, 2015, or $72.87.
The graph excludes Target Pay and Realized Pay in the amount of $302,333, for the 2014 transition period.
(2)
Stock Price at FYE is determined as of the last day of the fiscal year end for each year which was December 31, 2012, December 31, 2013 and March 31, 2015.
 
Specific examples over the last four fiscal years of how our pay-for-performance relationship resulted in less than target payouts for our CEO include:
FY 2015
 
FY 2013
• 2015 NSU Equity Incentive Awards earned at 88.9% of target.
 
• 2013 LTIP Equity Incentive Awards are not deemed probable as of the end of FY 2015.

• 2015 Annual Cash Incentive Plan award earned at 78.2% of target.
 
 
FY 2012
 
FY 2011
• 2012 NSU Equity Incentive Awards not earned.
 
• 2011 LTIP Equity Incentive Awards not earned.
• 2012 LTIP Equity Incentive Awards are not deemed probable as of the end of FY 2015.
 
 
• 2012 Annual Cash Incentive Plan award did not payout any amounts under the Company Profit or Financial-Performance Portion.
 
 

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We Have Adopted Other Compensation Practices that Benefit our Stockholders
Our executive compensation programs also have strong governance components, including the following:
 
 
WHAT WE DO
 
WHAT WE DON'T DO
 
 
 
 
 
Independent Compensation Committee
þ
Our Compensation Committee consists entirely of independent directors who select and utilize an independent outside compensation consultant
ý
We do not make compensation decisions for our NEOs without oversight of independent directors
 
 
 
 
 
Risk Assessment
þ
Our Compensation Committee performs an annual review of the risks related to our compensation practices
ý
We do not ignore risks related to the design of our compensation program
 
 
 
 
 
Annual Cash Incentive
þ
Payment is calculated based on actual financial and operating achievement against pre-established measures for each executive officer
ý
Do not use qualitative performance measures for payment decisions
 
 
 
 
 
Annual Long-Term Equity Incentive
þ
40% of the annual target award is provided as NSUs with one year performance goal which, if earned, vests 1/3 over next three years; earn-out is capped at target value

60% of annual target award is provided as LTIP with 3 yr performance goals which, if earned, immediately vests upon meeting the performance criteria
ý
Generally, we do not grant Equity Incentive Awards without performance goals, except for new hire or promotional awards
 
 
 
 
 
Stock Ownership Guidelines
þ
We have formal stock ownership guidelines for our NEOs and directors
ý
We do not allow our NEOs and directors to sell all of their Company stock without complying with a formal policy
 
 
 
 
 
Clawback Policy
þ
We adopted a Clawback Policy related to our equity incentive awards granted after 2011
ý
We do not allow our NEOs to retain any financial benefit which is a result of an accounting restatement
 
 
 
 
 
Equity Award Vesting Provisions
þ
Our equity awards are subject to double-trigger vesting upon a change-in-control
ý
We do not provide single trigger vesting of equity awards
 
 
 
 
 
Repricing
þ
Our 2006 Equity Incentive Plan explicitly prohibits repricing equity awards

If approved, our 2015 Stock Incentive Plan will also prohibit repricing
ý
We do not allow any repricing of equity awards
 
 
 
 
 
Gross Ups
þ
Our Change of Control and Severance Agreements do not contain excise tax gross up provisions
ý
We do not provide excise tax gross ups
 
 
 
 
 
Hedging and Pledging
þ
Our Insider Trading Policy specifically prohibits hedging and pledging of our shares
ý
We do not allow our executives to hedge or engage in any speculative transactions, buy on margin or use stock as collateral for a loan
 
 
 
 
 
Dividends on Unvested Equity Awards
þ
Our Equity Incentive Award agreements do not provide for payment of dividends on unvested awards
ý
We do not pay dividends on any unvested equity awards
















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COMPENSATION PHILOSOPHY AND OBJECTIVES
At the direction of our Board of Directors, the Committee endeavors to ensure that the compensation programs for our executive officers are competitive and consistent with market conditions in order to attract and retain key executives critical to our Company's long-term success.
The Committee also reviews the results of our annual stockholder advisory vote on executive compensation (our "Say on Pay Vote"). The results of our Say on Pay Vote at our 2014 Annual Stockholder Meeting were 21,428,626 "For" votes and 6,984,619 "Against" votes. The Committee considered these results as they evolved our FY 2015 compensation practices.
When reviewing and approving our executive compensation programs, the Committee is guided by the following four principles:
• Attract key executives with the proper background and experience required for the future growth of our Company.
• Provide a significant portion of target total compensation through variable, performance-based components that are at-risk, which can increase or decrease to reflect achievement of pre-established Company goals that the Committee believes are important to the Company's long-term success.
• Provide incentives for achieving both short-term and long-term Company financial and operating goals.
• Align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value.
Guaranteed Pay and At-Risk Pay
Our executive compensation mix is heavily weighted toward performance-based compensation, and limits guaranteed annual pay. We review annually the mix between guaranteed pay and at-risk pay and establish appropriate performance targets so as to mitigate our compensation-related risk.
For example, as illustrated in the charts below, the base salary for our Chief Executive Officer was approximately 18% of his potential FY 2015 compensation and approximately 82% was provided through variable pay elements that are dependent on Company performance.



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COMPENSATION CONSULTANT AND PEER GROUP
Compensation Consultant
The Committee receives assessments and advice regarding our Company's compensation practices and philosophy from its independent compensation consultant, Frederic W. Cook & Co., Inc. (FWC). While our Company is not obligated to retain an independent compensation consultant, the Committee believes that the use of an independent consultant provides additional assurance that our executive compensation programs are competitive and consistent with market conditions, as well as consistent with our objectives.
In accordance with applicable SEC rules, the Committee took certain factors, which it believes may affect the independence of a compensation consultant, into consideration when selecting FWC. In particular, at a meeting of the Committee, the Committee discussed: (i) whether any other services had been or were being provided by FWC to the Company, (ii) the amount of fees paid by our Company to FWC as a percent of FWC's total revenues, (iii) FWC's policies and procedures designed to prevent conflicts, a copy of which was provided to the Committee prior to the meeting, (iv) FWC's ownership of Company stock, and (v) any business or personal relationships between FWC and any Committee members or our Company's executive officers. Following the consideration of these factors, and such additional factors as the Committee deemed appropriate under the circumstances, the Committee made an affirmative determination that FWC is independent and unanimously approved the engagement of FWC.
FWC was retained by and reports directly to the Committee. FWC provides information on competitive practices and trends in our industry and makes recommendations regarding the design of our compensation program. Our management did not engage FWC in any other capacity for FY 2015 and does not direct or oversee the retention or activities of FWC with respect to our executive compensation program. Furthermore, management did not recommend the engagement of FWC.
Peer Group
In making compensation decisions, the Committee compares each element of total compensation, as well as total direct compensation, against a peer group of publicly traded footwear and apparel companies that was recommended by FWC and approved by the Committee (collectively, the "Peer Group"). The Peer Group is comprised of companies against which the Committee believes our Company competes for executive talent and stockholder investment. Specifically, the Peer Group includes companies that are in related businesses and of similar size and market value. The Peer Group is reviewed and updated at least annually by the Committee. In June 2014, our Board completely re-evaluated the Peer Group and approved an increase to the size of our Peer Group by adding an additional 9 companies, that have similar business characteristics to those of our Company and removed Warnaco Group, Inc. The Peer Group used for FY 2015 consisted of the following 20 companies:
DECKERS PEER GROUP FOR FISCAL YEAR 2015
 
 
 
• Kate Spade & Company
• Carters, Inc.
• DSW, Inc.
• Crocs, Inc.
• Fossil Group, Inc.
• Express, Inc.
• Skechers U.S.A., Inc.
• Lululemon Athletica, Inc.
• Finish Line, Inc.
• Steven Madden, Ltd.
• Guess, Inc.
• G-III Apparel Group, Ltd.
• Oxford Industries, Inc.
• Quiksilver, Inc.
• Columbia Sportwear Company
• Under Armour, Inc.
• Buckle, Inc.
• Restoration Hardware Holdings, Inc.
• Wolverine World Wide, Inc.
• Chico's FAS, Inc.
 
Peer Group Characteristics
The Committee considers a variety of characteristics when it selects the Peer Group companies, including the characteristics set forth in the table below. In particular, for FY 2015 the Committee placed emphasis on companies that it felt provided more reliable competitive comparisons and included a new group of retail companies to reflect our OmniChannel business strategy.

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Performance vs. Peer Group Companies
In FY 2015, we ranked better than median among our Peer Group companies in one-year performance growth based on a number of significant metrics. The table below shows where we ranked among our 20 peers as of March 31, 2015.
2015 Ranking
(out of 20)
1-Year Performance Growth
3-Year Performance Growth (CAGR)
 
 
 
Revenue
7th
12th
EBITDA
9th
15th
EPS (diluted)
8th
13th
For comparison purposes, at the time FY 2015 target compensation was established, our Company's annual Revenues were slightly below the median of the Peer Group, our Company's net income was above the median of the Peer Group, and our Company's market capitalization was slightly above the median of the Peer Group.
The Committee utilizes compensation data gathered from the Peer Group as an initial starting point in making compensation decisions for our Named Executive Officers. The table below illustrates the Peer Group compensation percentile that is targeted by the Committee with respect to the various elements of our executive compensation programs (Base Salary, Annual Cash Incentive Plan, and Annual Equity Incentive Awards). For purposes of this analysis, note that we assume achievement at the target amount for the LTIP awards.


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In June 2014, the Committee reduced overall target pay positioning for the entire program to the 60th to 75th percentile range, reflecting a shift from the median to 75th percentile for Core elements and 75th to 100th percentile for Aspirational elements. Simplifying our target pay positioning by eliminating Core and Aspirational delineations in FY 2015 supports our efforts of aligning performance and compensation. The Compensation Committee felt it was appropriate based on the expanded Peer Group and given that these levels provide the foundation for a competitive total pay package that is necessary to attract, retain and incentivize executives with the experience required to drive our future growth. Furthermore, the Committee determined that the positioning of target total compensation above the median is justified by the fact that all Cash Incentive Plan compensation and Equity Incentive Awards are "performance-based" and subject to a higher risk of forfeiture than the average programs of the Peer Group.
While the Committee fully evaluates compensation information from the Peer Group as a starting point in its executive compensation decision-making process, the Committee also continues to exercise its judgment and retains considerable discretion. In particular, the Committee considers a variety of additional factors when setting compensation levels, including recent and projected Company performance, recent individual performance, individual performance expectations, general industry practices and general economic conditions.
Actual Compensation Targets vs. Benchmark Targets
The Committee reviews where actual targeted compensation falls relative to targeted benchmark levels to ensure alignment with our Peer Group targets as well as our compensation philosophy and objectives, as set forth in the table below.
Comparison of NEO FY 2015 Actual Compensation Targets to Benchmark Targets
 
Total Cash Compensation
(Salary, Annual Cash Incentive Plan)
Total Compensation
(Salary, Annual Cash Incentive Plan, NSU and LTIP Awards)
 
 
 
CEO
• 5% above the 60th percentile
12% less than the 60th percentile
Other NEOs
Between 5 and 24% less than the 60th percentile
Between 0 and 15% less than the 60th percentile
 

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ELEMENTS OF FISCAL YEAR 2015
EXECUTIVE COMPENSATION PROGRAM
The table below outlines information regarding the key elements of our fiscal year 2015 executive compensation program:
ELEMENT
TYPE
 
OBJECTIVE
 
 
 
 
Base Salary
Cash
 
• Attract and retain high quality executives

• Pay competitively based on position, experience, scope of responsibility and past performance
 
 
 
 
Annual Cash Incentive
Cash
 
• Align and drive the interest of executive with Company and business unit performance/results

• Target bonus percent set as percent of base salary

• Actual bonus payout is entirely based on achievement of Company and business unit financial and operating performance
 
 
 
 
Equity Incentive Awards
Performance-Based RSUs
(NSU and LTIP)
 
• Drive Company financial and operational goals and align executive interests with those of stockholders

• Actual awards of annual NSU is based on individual and Company performance from prior year and prior years for LTIP

• Awards vest over time to encourage retention of key executives
 
 
 
Time-Based RSUs

 
• Attract executive talent; used for new hire and promotion into executive level positions
 
 
 
 


ELEMENT:
COMPENSATION ELEMENT
PURPOSE
CONSIDERATIONS
 
 
 
Base Salary
• To attract and retain key executives with necessary experience for our future growth.

• To balance the levels of fixed pay with at-risk, variable pay to properly maintain our Company's compensation-related risk.

• Individual performance, experience and responsibility level.

• Peer Group compensation data; Committee annually reviews and adjusts generally at its June meeting.

• Targeted between 60th and 75th percentile of our Peer Group.

The table below summarizes adjustments made to base salaries for our NEOs during FY 2015 compared to FY 2013. None of our NEOs received a base salary increase during 2014T.

FY 2015 NEO Base Salary Increase Over FY 2013
NAME
BASE SALARY
BASE SALARY CHANGE
 
 
 
Angel R. Martinez
$
1,200,000

No Change
Thomas A. George
$
510,000

No Change
David Powers
$
600,000

Increased by 20.0%
David E. Lafitte
$
600,000

New Hire
Constance X. Rishwain
$
550,000

Increased by 10.0%
Only two of our Named Executive Officers received a salary increase in FY 2015. Mr. Power's salary increase was due to his promotion from President of Direct-to-Consumer to President of OmniChannel. The salary adjustments were made to align this compensation element with market comparables for the affected NEOs.

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ELEMENT:
COMPENSATION ELEMENT
PURPOSE
CONSIDERATIONS
 
 
 
Annual Cash Incentive Compensation
• To reward achievement of our financial and operational goals.

• To align our executives' interests with those of our stockholders.

• To establish appropriate Company performance expectations that will drive future growth of our Company.

• To ensure that our executives are accountable for our continued growth and success.




• Committee reviews our annual strategic and financial goals at the beginning of the fiscal year.

• Financial performance goals based on board approved targets derived from our long-term strategic plan.

• Plan designed so that our the NEOs will only receive payment with respect to achievement of Company performance goals if our Company performs well for our stockholders.

• Committee balances the portion of incremental earnings paid as Cash Incentive Plan compensation at various achievement levels as compared to amounts to be returned to the stockholders.

• Use threshold, target and maximum award levels to strike appropriate balance between compensation incentives and risks.

• Committee may exercise negative discretion and reduce award payments under the plan.


For fiscal year 2015, the components of the Cash Incentive Plan compensation were established at the beginning of the fiscal year. Each component of the award for each executive officer is calculated separately by multiplying the full target bonus amount for each executive officer by the percentage of target earned for each component and then multiplying this amount by the weighting of each component in accordance with the terms of the Cash Incentive Plan.
The target amounts and relative weight of our Company Profit Portion and Financial-Performance Portion of each executive's Cash Incentive Plan compensation may be varied by the Committee from year to year. In general, those executives who are responsible for brands and have influence over brand decisions have their cash incentive opportunities less heavily weighted towards our Company profit portion than those executives whose efforts are not directly attributed to specific brands. This enabled the Committee to more specifically tailor the performance targets to the achievement of goals that each executive had the greatest power to influence. For threshold performance, 50% of each component would be earned. For target performance, 100% of each component would be earned. For maximum performance, up to 200% of each component may be earned. For performance at a level that is between the threshold and target amounts, or between the target and maximum amounts, the payout for that portion is determined by linear interpolation.
 



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The target bonus, the percentages applicable to each portion, and the allocation of the 2015 Annual Cash Incentive Plan to each executive is set forth in the table below:
 
 
 
 
 
EARNED ($)
Name
Target
Percentage
of Salary
Company
Profit
Portion
Financial-Performance Portion
Total Earned (%)
Company
Profit
Portion
Financial-Performance Portion
Total
Final Payout
(Total x 1.25)(1)
 
 
 
 
 
 
 
 
 
Angel R. Martinez
125%
50%
50%
78.2%
$389,000
$784,000
$1,173,000
$1,466,000
Thomas A. George
75%
50%
50%
78.2%
$99,000
$200,000
$299,000
$374,000
David Powers
75%
50%
50%
78.2%
$117,000
$235,000
$352,000
$440,000
Constance X. Rishwain
75%
20%
80%
60.2%
$43,000
$205,000
$248,000
$310,000
____________

(1)
For FY 2015, the final Cash Incentive Plan compensation was multiplied by 1.25 to address the change in fiscal year from December 31 to March 31. There was no separate Cash Incentive Plan compensation paid out in 2014T.

In FY 2015, for our NEOs employed for the entire fiscal year, the Committee did not reduce any awards under the plan nor
grant any discretionary amounts outside of the plan.

Mr. Lafitte was not eligible to participate in the 2015 Annual Cash Incentive Plan because he was hired during the fourth
quarter of the fiscal year. Mr. Lafitte received a one-time cash sign-on bonus of $300,000 at hire.

Performance Targets under the 2015 Annual Cash Incentive Plan
The performance targets under the 2015 Annual Cash Incentive Plan, each participating Named Executive Officer's performance in light of the targets and the resulting payout for each component, are summarized below. When establishing these performance targets, the Committee calculates the 2015 Annual Cash Incentive Plan objectives in accordance with our Company's 2015 audited financial statements, as adjusted for certain non-recurring items identified by the Committee at the beginning of the performance period.

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Executive
Officer
Component
Threshold Performance (1)
Target Performance
Maximum Performance
Results for Each Component
 
 
 
 
 
 
All NEOs
Company Profit (50% for Messrs. Martinez, George and Powers. 20% for Ms. Rishwain and Mr. Worley)
• Annual EBITDA of $270 million
• Annual EBITDA of $292 million
• Annual EBITDA of $321.1 million
Annual EBITDA of $270.9 million, resulting in 51.9% payout.
Angel R. Martinez

Thomas A. George

David Powers
Financial-Performance Portion
• Revenue (50%)
• Annual consolidated Revenue of $1,764.6 million
• Annual consolidated Revenue of $1,811.4 million

• Annual consolidated Revenue of $1,941.8 million

Annual consolidated Revenue of $1,817.1 million, resulting in 104.5% payout
Constance X. Rishwain
Financial-Performance Portion
• UGG
OmniChannel Revenue (30%)
• UGG Americas Wholesale/Distributor Revenue (30%)
• UGG Americas Wholesale/Distributor Operating Income (20%)

• UGG OmniChannel Revenue of $861.9 million
• UGG Americas Wholesale/Distributor Revenue of $603.5 million
• UGG Americas Wholesale/Distributor Operating Income of $165.2 million

• UGG OmniChannel Revenue of $884.7 million
• UGG Americas Wholesale/Distributor Revenue of $619.5 million
• UGG Americas Wholesale/Distributor Operating Income of $173.6 million

• UGG OmniChannel Revenue of $948.4 million
• UGG Americas Wholesale/Distributor Revenue of $664.1 million
• UGG Americas Wholesale/Distributor Operating Income of $188.6 million

• UGG OmniChannel Revenue of $884.2 million, resulting in payout of 98.8%
• UGG Americas Wholesale/Distributor Revenue of $609 million, resulting in payout of 67.2%
• UGG Americas Wholesale/Distributor Operating Income of $163.67 million, resulting in payout of 0%

____________
(1)
In addition to the Threshold Performance criteria, (i) in order to receive the Company Profit Portion of the award, a Revenue gate of at least $1.725 billion had to be met and (ii) in order to receive the Financial-Performance Portion of the award, an EBITDA gate of at least $250 million had to be met. These gates were selected by the Committee based on a number of factors, including our Company's long term strategic plan and our Company's performance during the previous fiscal year.












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ELEMENT:
COMPENSATION ELEMENT
PURPOSE
CONSIDERATIONS
 
 
 
Equity Incentive Plan Compensation
Overall Equity Plan
• To align NEO's interests with long-term stockholder interests by linking a significant part of each NEO's compensation to Company performance.

• To retain key executives by utilizing long-term vesting provisions.

• To incentivize achievement of Company financial and operational goals.

• To reflect our pay-for-performance philosophy.
• Award amounts based on overall Company performance and each NEO's position and individual performance.

• In order to compare the annual cost of our equity program versus our Peer Group, the Committee evaluates aggregate equity awards based on an annual Stockholder Value Transfer (SVT) rate.

• The Committee set the SVT rate in FY 2015 so that it would be approximately 1%, which is in line with the Peer Group median.

• Other factors considered were the fair value of awards granted to each executive, total outstanding equity awards for each executive, Company-wide annual equity grant usage, and total potential dilution under all employee stock plans.
 
 
Performance-Based Non-vested Stock Units (NSU)
• Designed to reward achievement of annual performance goals (FY 2015 diluted EPS) with time-based vesting that occurs after achievement of performance goals.

• 40% of NEOs annual equity award is granted as NSUs.
• Performance metric is one year diluted EPS.
 
• EPS is an important indicator of profitability that aligns the interests of executive officers with those of stockholders.
  
• Executives can earn a maximum of 100% of the target award.

• Excludes the impact of share repurchases for purposes of determining achievement of EPS goals in order to reward actual business growth.

 
 
Performance-Based Long-Term Incentive (LTIP)
• Designed to reward achievement of long-term performance goals (EBITDA and Revenue in FY 2017).

• 60% of NEOs annual equity award is granted as LTIP RSUs.
• Performance metrics are consolidated EBITDA and Revenue.

• Must achieve a minimum threshold for both EBITDA and Revenue for any award to be earned.
 
 
Time-Based RSUs
• Not a standard part of our annual equity award program.

•To provide special equity awards on an as-needed basis.

• Primarily used for hiring and promotional needs and retention purposes.
• Only Mr. Lafitte received this type of award during FY 2015, at hire.

• Vest in equal installments over approximately a three-year period.

 
 
 









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A summary of the equity awards used by our Company during FY 2015 and their respective vesting provisions are set forth below:
OVERVIEW OF
EQUITY INCENTIVE AWARDS GRANTED IN FISCAL YEAR 2015
Compensation Element
 
Award
Type
Year Granted
Vesting Provisions
 
 
 
 
 
Performance-Based Equity Incentive Compensation
 
NSU
FY 2015
• Once earned based on FY 2015 performance, vest based on continued employment after approximately 3 years following achievement of the performance criteria according to the following schedule: 33% per year at the end of year 2, 3, and 4.

 
LTIP RSU
FY 2015
• Vest subject to (1) the achievement of Revenue and EBITDA goals through FY 2017, which are based on a high rate of growth for sales and aggressive profitability goals, and (2) satisfaction of long-term service conditions over a 2.5 year period.

 
 
 
 
 
Time-Based Equity Incentive Compensation
 
RSU
FY 2015
• Vest subject to satisfaction of long-term service conditions over approximately a 3 year period.

NSU Equity Incentive Awards - Performance Metrics
During FY 2015, 40% of each participating NEO's Equity Incentive Plan compensation was issued as NSUs. NSUs are restricted stock units payable in Common Stock of our Company upon satisfying:
• Company performance goals achieved during year of grant; and
• Service related vesting conditions over 3 years following the achievement of the performance criteria.
As discussed in the section of this Proxy Statement titled "Potential Payments Upon Termination or Change of Control" below, this vesting schedule may be accelerated if the executive's employment is terminated for various reasons or upon a change in control followed by a termination.
In June 2014, NSUs were granted that were payable based on the achievement of a fiscal year 2015 diluted EPS goal listed below. When the EPS goal was established, the threshold level was higher than FY 2013 actual performance and above FY 2015 EPS forecasted in earnings guidance to investors. Because the actual FY 2015 diluted EPS did not meet the target amount, only 88.9% of the NSUs granted in FY 2015 were earned, subject to time-based vesting over 3 years.
FY2015 Annual Equity Award Performance Goal as of March 31, 2015
Threshold Performance
Target and Maximum Performance
Actual FY2015 Results
(as adjusted) (1)
 
 
 
 
Diluted EPS goal
$4.28
$4.73
$4.63

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____________
(1)
The FY 2015 diluted EPS goal for purposes of determining satisfaction of the NSU award achievement excluded the impact of share repurchases during the year, pursuant to the formula established by the Committee at the time the awards were granted.
LTIP Equity Incentive Awards - Performance Metrics
During FY 2015, 60% of each participating NEO's Equity Incentive Plan compensation was issued as LTIP Equity Incentive Awards. The LTIPs are restricted stock units payable in Common Stock of our Company upon satisfying:
• Company performance goals achieved during FY 2017; and
• Service related vesting conditions over approximately 2.5 years following the grant date.
For the FY 2015 LTIP awards, the Committee adopted a methodology that incorporated minimum performance qualifiers of $250 million EBITDA and $1,587.6 million in Revenue for the 12-month period ending March 31, 2017. So long as both of those qualifiers are achieved then the following metrics are used to calculate the LTIP awards earned by the NEOs.
2015 LTIP
Performance Goals
Weight of Award Allocated to Each Goal
Threshold Performance
Target Performance
Maximum Performance
 
 
 
 
 
Revenue
50%
$2,155.0 million
$2,225.0 million
$2,446.7 million
EBITDA
50%
$335.9 million
$350.8 million
$394.2 million
To the extent Company financial performance is achieved above the threshold level, the number of RSUs that will vest will increase up to the maximum number of units issued under the 2015 LTIP award as determined by linear interpolation. In addition, the recipient of the 2015 LTIP award must provide service to our Company through the end of March 31, 2017.
To understand the context of the FY 2015 LTIP Equity Incentive Awards, it is useful to understand the history of prior LTIP Equity Incentive Awards grants and their current payout expectations, as summarized below:
Prior LTIP Equity Awards
Current Payout Expectation
at 3/31/2015
Held by Current NEOs
Listed Below
 
 
 
2007 Level 2 LTIP Awards (SARs and RSUs) (1)
Payout at 100%, to vest 80% on 12/31/2015 and 20% on 12/31/2016
Angel R. Martinez
Constance X. Rishwain
2011 LTIP Awards
None
Angel R. Martinez
Thomas A. George
Constance X. Rishwain
2012 LTIP Awards
None
Angel R. Martinez
Thomas A. George
Constance X. Rishwain
2013 LTIP Awards
None
Angel R. Martinez
Thomas A. George
Constance X. Rishwain
David Powers
____________
(1)
LTIP Awards - longer performance period (10 years)








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CEO Target Pay and Realized Pay for FY 2015 Equity Incentive Plan Compensation
 FY 2015 Equity Incentive Award
Performance Goal at Target
Actual Performance Goal Achievement Percentage
Payout Percentage
CEO Target Pay
CEO Realized Pay by Award (1)
 
 
 
 
 
 
NSU
Diluted EPS
of $4.73
97.9%
88.9%
$1,599,986
$1,204,687
LTIP (2)
Revenue
of $2,225.0 million
$1,200,009
LTIP (2)
EBITDA of
$350.8 million
$1,200,009
____________
(1)
The 2015 NSUs, which were earned at 88.9% of target are included above at a stock price equal to the market value as of March 31, 2015, or $72.87.
(2)
The 2015 LTIP performance goals are based on the financial performance as of the 12-month period ending March 31, 2017 and therefore the Actual Performance Goal Achievement Percentage, Payout Percentage and CEO Realized Pay by Award cannot be determined at this time.
Stock Ownership Guidelines
To further align their interests with those of our stockholders, our Company adopted Stock Ownership Guidelines for our NEOs in March 2011. The minimum ownership threshholds for our NEOs are determined as a multiple of the officer's base salary. The NEOs are required to achieve the applicable level of ownership within five years of the later of the date these guidelines were adopted or the date the person first became subject to these guidelines as an NEO. Our Directors are required to adhere to the stock ownership guidelines that are referenced in our Corporate Governance Guidelines. The minimum ownership threshold for our directors is determined as a multiple of the directors' annual board retainer fee and must be adhered to within five years of initial election.
POSITION
STOCK OWNERSHIP GUIDELINES
 
 
CEO
6x Annual Base Salary
Other NEOs
3x Annual Base Salary
Directors
5x Annual Board Retainer Fee
Clawback Policy
We have adopted a Clawback Policy which will seek reimbursement with respect to incentive compensation paid or awarded to our Company's Executive Officers when the following three factors exists:
The incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission (“SEC”), that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws;
A lower payment or award would have been made to such Executive Officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results; and
The need for the restatement was identified within three years after the date of the first public issuance or filing of the financial results that were subsequently restated.
The reimbursement to be sought by the Company will be the portion of any cash or equity-based incentive compensation paid to or received by such Executive Officer for or during each of the restated periods that is greater than the amount that would have been paid or received had the financial results been properly reported.

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Benefits
 
PURPOSE
CONSIDERATIONS
 
 
 
Perquisites and other Executive Benefits
• Provide our US-based NEOs with competitive broad-based employee benefits structured to attract and retain key executives

• Generally reflect benefits provided to all of our US-based full-time employees


The benefits provided to our NEOs are as follows:
401(k) defined contribution plan;
401(k) plan Company match of 50% of each eligible participant's tax-deferred contributions on up to 6% of eligible compensation on a per payroll period basis, with a true-up contribution if such eligible participant is employed by our Company on the lst day of the calendar year;
Premiums for long-term disability insurance and life insurance;
Health and welfare benefit plans;
Standard employee product discounts; and
NEOs and certain other senior executives eligible to contribute to our Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan"). During FY 2015, we did not provide a match on executive deferrals in the NQDC Plan. The plan is described in further detail in the section of this Proxy Statement titled "Nonqualified Deferred Compensation."
Severance Agreements
 
PURPOSE
CONSIDERATIONS
 
 
 
Severance Agreements
• Intended to ease a NEOs transition due to an unexpected employment termination by our Company due to on-going changes in our Company's employment needs.

• In exchange, Company receives a general release and non-solicitation provisions.

• Double trigger provisions preserve morale and productivity and encourage retention in the face of the potential disruptive impact of a change-in-control of our Company.

• Retain and encourage the NEOs to remain focused on our business and the interest of our stockholders when considering strategic alternatives.



• The terms of employment for US based NEOs with our Company is "at will", meaning we can terminate them at any time and they can terminate their employment with us at any time.

• Take into account the time it is expected to take a separated executive to find a similarly situated job.

• There are no benefits triggered solely based on the occurrence of a change in control as long as the change of control is approved by a majority of the directors and the successor entity provides for the continuance of the award. However, upon a change in control, the performance conditions of the SARs and RSUs are deemed satisfied, but the awards remain subject to the service based vesting conditions.

• Customary among Peer Group.
The Committee has adopted Change of Control and Severance Agreements for each of our NEOs. The Change of Control and Severance Agreements for our NEOs detail various provisions for benefits and cash payments to be paid in the event of a separation during the normal course of business and in the event a change in control is followed by a subsequent termination. Generally, these agreements specify conditions and benefits for separation of employment within the following categories: death, disability, termination by our Company for cause; termination by executive without good reason; termination by the executive with good reason; and termination by our Company without cause.
Please refer to the discussion in the section of this Proxy Statement titled "Potential Payments upon Termination or Change of Control" for a more detailed discussion of the severance and change in control arrangements.

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OTHER COMPENSATION CONSIDERATIONS
Role of Executive Officers in Compensation Decisions
At the request of the Committee, our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer or other senior executives at the request of the Committee may provide compensation and related data to the Committee to facilitate its compensation decisions. In addition, the Committee may consider our Chief Executive Officer's recommendations when making its compensation decisions. However, our Chief Executive Officer is not permitted to be present during deliberations and voting regarding his own compensation, or during other executive sessions of the Committee. The Committee uses the information provided by our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, as well as information provided by our independent consultant FWC, to make compensation decisions for our Named Executive Officers as well as other management personnel. The Committee, which includes only independent members of our Board of Directors, approves all elements of compensation for our Named Executive Officers. The Committee also reviews and approves aggregate equity awards to all employees of the Company based on the recommendations of executive management. The Committee can exercise its discretion in modifying any recommended adjustments or awards to executives.
Risk Considerations
The Committee is responsible for reviewing the risks and rewards associated with our compensation programs for all employees, including our NEOs, to assess whether these programs encourage excessive or unnecessary risk-taking. In conducting this assessment, the Committee considered the following factors:
Our compensation program consists of both guaranteed pay (salary, benefits and perquisites) and at-risk pay (Cash Incentive Plan awards and Equity Incentive Awards) and the Committee reviews this mix annually.
The performance goals relating to our Cash Incentive Plan involve a mix of Company performance goals.
Amounts paid under our Cash Incentive Plan are capped at 200% of target.
Our compensation program encourages executive retention through the vesting provisions of awards.
We have adopted stock ownership guidelines for our NEOs, which ensures that the interests of our executive officers are aligned with our stockholders.
Our Equity Incentive Awards are subject to clawback provisions.
Our insider trading policy prohibits our NEOs and other key executives from hedging the economic interest in our Company securities that they hold.
The Committee retains ultimate oversight over the compensation of our NEOs and retains the ability to use discretion where appropriate.
The Committee believes that, although the majority of the compensation provided to our executive officers is at-risk pay and based upon the achievement of specified Company performance criteria, our executive compensation programs do not encourage excessive or unnecessary risk-taking. The Committee does not believe that our compensation programs are reasonably likely to have a material adverse effect on us.
Tax and Accounting Implications
To the extent readily determinable, and as one of the factors in its consideration of compensation matters, the Committee considers the anticipated tax treatment to our Company and to our executives of various payments and benefits. Some types of compensation payments and their deductibility depend upon the timing of an executive's vesting of previously granted awards.
Under Section 162(m) of the Code, a public company generally will not be entitled to a deduction for non-performance based compensation paid to certain executive officers to the extent such compensation exceeds $1.0 million. Special rules apply for performance-based compensation, including where the performance goals have been approved by the stockholders of our Company. Our Company has not adopted any formal policy with respect to Section 162(m) of the Code. However, the Committee generally structures compensation to be deductible and considers cost and value to the Company in making compensation decisions, which would result in non-deductibility. The Committee has on occasion made decisions resulting in non-deductible compensation. The Committee and our Board of Directors believe that these payments were appropriate and in the best interests of our Company and serve to retain key executives and reward past performance.


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We believe that our Cash Incentive Plan and our grants of equity awards under our Equity Incentive Plans meet the exception for performance-based compensation described in the previous paragraph.
In accordance with applicable rules, our Company accounts for share-based awards in accordance with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation.

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REPORT OF THE COMPENSATION COMMITTEE
 
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
 
 
THE COMPENSATION COMMITTEE
 
 
Lauri M. Shanahan, Chair
 
 
Karyn O. Barsa
 
 
John G. Perenchio
 
 
Michael F. Devine, III
The Report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act, or under the Exchange Act, except to the extent that our Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

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SUMMARY COMPENSATION TABLE
 
The following table sets forth, all compensation paid or awarded to our Named Executive Officers during fiscal year 2015 (FY 2015), the three-month transition period ended March 31, 2014 (the "Transition Period" or "2014T"), fiscal year 2013 and fiscal year 2012. As noted below and under the heading "Annual Cash Incentive Compensation" above, for FY 2015, the final Annual Cash Incentive Plan Compensation was multiplied by 1.25 to address the change in fiscal year from December 31 to March 31.
Name and Principal Position
 
Year
 
Salary
($)

 
Bonus
($)

 
Stock
Awards
($)(1)

 
Cash
Incentive
Plan
Compensation
($)(2)

 
All Other
Compensation
($)(3)

 
Total
($)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Angel R. Martinez
 
2015
 
1,200,000

 

 
4,000,004

 
1,466,042

 
9,368

 
6,675,414

Chief Executive Officer
 
2014T
 
300,000

 

 

 

 
2,333

 
302,333

 
 
2013
 
1,200,000

 

 
2,404,520

 
1,256,000

 
8,910

 
4,869,430

 
 
2012
 
1,200,000

 

 
3,715,372

 
228,000

 
8,760

 
5,152,132

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thomas A. George
 
2015
 
510,000

 

 
800,035

 
373,841

 
9,368

 
1,693,244

Chief Financial Officer
 
2014T
 
127,500

 

 

 

 
2,333

 
129,833

 
 
2013
 
510,000

 

 
1,130,185

 
458,000

 
8,910

 
2,107,095

 
 
2012
 
475,000

 

 
1,609,362

 
67,688

 
8,760

 
2,160,810

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David Powers (4)
 
2015
 
600,000

 

 
1,150,051

 
439,813

 
9,368

 
2,199,232

President of Deckers Brands
 
2014T
 
150,000

 

 

 

 
2,333

 
152,333

 
 
2013
 
500,000

 

 
1,131,170

 
276,000

 
8,910

 
1,916,080

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David Lafitte (5)
 
2015
 
100,000

 
300,000

 
899,997

 

 
1,580

 
1,301,577

Chief Operating Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Constance X. Rishwain (6)
 
2015
 
550,000

 

 
1,000,069

 
310,279

 
9,368

 
1,869,716

President of UGG
 
2014T
 
137,500

 

 

 

 
2,333

 
139,833

 
 
2013
 
500,000

 

 
1,133,140

 
387,000

 
8,910

 
2,029,050

 
 
2012
 
475,000

 

 
1,452,112

 
71,250

 
8,753

 
2,007,115

____________
(1)
The amounts in this column represent the aggregate grant date fair value of the respective awards computed in accordance with FASB ASC Topic 718. For information about the assumptions underlying these computations, please refer to Note 7 to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2015. In accordance with Instruction 3 to Item 402(c)(2)(v) of Regulation S-K, for those awards that are subject to the satisfaction of performance conditions, the amounts reported reflect the fair value at the grant date based upon the probable outcome of such conditions.
 
The value of the awards at the grant date, assuming the highest level of performance conditions is achieved, the maximum compensation cost to be recognized, are as follows:

2012 LTIP Awards: $4,788,944 for Angel Martinez, $1,646,224 for Thomas George, and $1,646,224 for Constance Rishwain. The achievement of the performance conditions relating to the 2012 LTIP

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awards was deemed probable at the date of grant in 2012 and therefore amounts with respect to these awards are included in the table above at grant date fair value. As of March 31, 2015, the performance conditions related to the 2012 LTIP awards are not probable of being achieved and therefore the awards are not expected to be earned.
2012 NSU Awards: $1,320,900 for Angel Martinez, $786,250 for Thomas George, and $629,000 for Constance Rishwain. The achievement of the performance conditions relating to the 2012 NSU awards was deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. However, subsequent to the date of grant, it was determined that the performance conditions relating to the 2012 NSU awards were not met.
2013 LTIP Awards: $2,535,600 for Angel Martinez, $633,900 for Thomas George, $887,460 for David Powers, and $1,394,580 for Constance Rishwain. 2013 LTIP RSU awards were deemed probable to vest at 50% at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value. As of March 31, 2015, the performance conditions related to the 2013 LTIP awards are not probable of being achieved and therefore the awards are not expected to be earned.
2013 NSU Awards: $1,559,320 for Angel Martinez, $918,885 for Thomas George, $835,350 for David Powers, and $668,280 for Constance Rishwain. 2013 NSU awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value.
2015 NSU Awards: $1,599,986 for Angel Martinez, $320,032 for Thomas George, $460,002 for David Powers, and $400,040 for Constance Rishwain. 2015 NSU awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value.
2015 LTIP Awards: $4,800,037 for Angel Martinez, $960,007 for Thomas George, $1,380,097 for David Powers, and $1,200,058 for Constance Rishwain. The achievement of the performance conditions relating to the 2015 LTIP awards were deemed probable at the date of grant and therefore amounts with respect to these awards are included in the table above at grant date fair value.
Mr. Lafitte's stock award represents a time-based NSU award granted at hire.    
(2)
The amounts in this column reflect the amount of the cash bonuses paid to the Named Executive Officers under the Annual Cash Incentive Plan, which is discussed in further detail under the heading "Annual Cash Incentive Compensation" above. For FY 2015, the final annual cash incentive plan compensation was multiplied by 1.25 to address the change in fiscal year from December 31 to March 31. There was no separate annual incentive plan compensation paid out in 2014T.
(3)
The amounts in this column reflect our Company's 401(k) matching contributions and life insurance premiums paid for the benefit of the Named Executive Officers.
(4)
Mr. Powers joined our Company in August 2012 and was not an NEO for fiscal year 2012.
(5)
Mr. Lafitte joined our Company in February 2015. The bonus amount reflects a one-time cash sign on bonus paid at hire.
(6)
On July 31, 2015, Ms. Rishwain stepped down from her position. Refer to the section of this Proxy Statement titled "Separation of Employment with Constance X. Rishwain" for additional information.




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GRANTS OF PLAN BASED AWARDS IN
FISCAL YEAR 2015
 
The following table sets forth all grants of plan-based awards made to our Named Executive Officers during the transition period and the fiscal year ended March 31, 2015. For further discussion regarding the grants, refer to the section of this Proxy Statement titled "Elements of 2015 Executive Compensation Plan" above.
 
 
 
 
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2)
 
Estimated Future Payouts Under
Equity Incentive Plan Awards(3)
 
Grant Date
Fair Value
of Stock
Awards
($)(4)
 
 
 
 
Name
 
Grant Date(1)
 
Threshold
($)

 
Target
($)

 
Maximum
($)

 
Threshold
(#)

 
Target
(#)

 
Maximum
(#)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Angel R. Martinez
 
 
 
750,000

 
1,500,000

 
3,000,000

 
 

 
 

 
 

 
 
 
 
6/27/2014
 
 

 
 

 
 

 
9,299

 
18,598

 
18,598

 
1,599,986
 
 
9/18/2014
 
 

 
 

 
 

 
12,238

 
24,475

 
48,950

 
2,400,019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thomas A. George
 
 
 
191,250

 
382,500

 
765,000

 
 

 
 

 
 

 
 
 
 
6/27/2014
 
 

 
 

 
 

 
1,860

 
3,720

 
3,720

 
320,032
 
 
9/18/2014
 
 

 
 

 
 

 
2,448

 
4,895

 
9,790

 
480,004
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David Powers
 
 
 
225,000

 
450,000

 
900,000

 
 

 
 

 
 

 
 
 
 
6/27/2014
 
 

 
 

 
 

 
2,674

 
5,347

 
5,347

 
460,002
 
 
9/18/2014
 
 

 
 

 
 

 
3,519

 
7,037

 
14,074

 
690,048
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David E. Lafitte (5)
 
 
 

 

 

 
 

 
 

 
 

 
 
 
 
2/2/2015
 
 

 
 

 
 

 
13,051

 
13,051

 
13,051

 
899,997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Constance X. Rishwain
 
 
 
206,250

 
412,500

 
825,000

 
 

 
 

 
 

 
 
 
 
6/27/2014
 
 

 
 

 
 

 
2,325

 
4,650

 
4,650

 
400,040
 
 
9/18/2014
 
 

 
 

 
 

 
3,060

 
6,119

 
12,238

 
600,029
____________
(1)
All awards granted on June 27, 2014 were performance-level NSU awards. All awards granted on September 18, 2014 were LTIP awards. The award granted on February 2, 2015 was a time-based NSU award granted upon hire.
(2)
Refer to the section of this Proxy Statement titled "Annual Cash Incentive Compensation" above for further discussion on actual amounts paid to NEOs pursuant to the 2015 Annual Cash Incentive Plan.
(3)
Refer to the section of this Proxy Statement titled "Equity Incentive Plan Compensation" above for further discussion on the awards that may be earned by our NEOs. All grants were made under the 2006 Plan.
(4)
Amounts reported reflect the grant date fair value based upon the probable outcome of the performance conditions. Assuming the highest level of performance condition will be met, the maximum compensation cost to be recognized for awards granted on 9/18/2014 is: $4,800,037 for Angel Martinez, $960,007 for Thomas George, $1,380,096 for David Powers, and $1,200,058 for Constance Rishwain.
(5)
Mr. Lafitte was not eligible to participate in the 2015 Annual Cash Incentive Plan because he was hired during the fourth quarter of the fiscal year. At hire, Mr. Lafitte received a one-time cash sign-on bonus of $300,000 and a time-based equity incentive award with a grant date fair value of $899,997.


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OUTSTANDING EQUITY AWARDS AT
2015 FISCAL YEAR END
 
The following table sets forth equity awards granted to our Named Executive Officers that remained outstanding as of March 31, 2015. For further discussion regarding the outstanding equity awards, refer to the section of this Proxy Statement titled "Equity Incentive Plan Compensation."
 
Stock Appreciation Right Awards (SARs)(1)
Stock Awards (NSUs)
Name
Number of
securities
underlying
unexercised
SARs
exercisable
(#)
Number of
securities
underlying
unexercised
SARs
unexerciseable
(#)
Number of
securities
underlying
unexercised