STEVEN MADDEN, LTD.SHOO
STEVEN MADDEN, LTD. Stock Compensation Disclosure
Note 8 – Equity-Based Compensation
In February 2019, the Company's Board of Directors approved the Steven Madden, Ltd. 2019 Incentive Compensation Plan (the “2019 Plan”), under which non-qualified stock options, stock appreciation rights, performance shares, restricted stock, other stock-based awards and performance-based awards may be granted to employees, consultants, and non-employee directors. The 2019 Plan is the successor to the Company's Amended and Restated 2006 Stock Incentive Plan, as amended (the 2006 Plan"), the term of which expired on April 6, 2019. The Company's stockholders approved the 2019 Plan at the Company's annual meeting of stockholders held on May 24, 2019.
The following table summarizes the number of shares of common stock authorized for issuance under the 2019 Plan, the number of stock-based awards granted (net of expired or cancelled awards) under the 2019 Plan and the number of shares of common stock available for the grant of stock-based awards under the 2019 Plan:
| (in thousands) | |||||
| Common stock authorized | 19,000 | ||||
| Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled awards | (8,589) | ||||
| Common stock available for grant of stock-based awards as of December 31, 2024 | 10,411 | ||||
In addition, vested and unvested options to purchase 31 shares of common stock and 133 shares of unvested restricted stock awarded under the 2006 Plan were outstanding as of December 31, 2024.
For the years ended December 31, 2024, 2023, and 2022, the total equity-based compensation costs were as follows:
| Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2024 | 2023 | 2022 | ||||||||||||||
| Restricted stock awards | $ | 22,281 | $ | 21,301 | $ | 20,755 | |||||||||||
| Stock options | 2,459 | 2,597 | 3,391 | ||||||||||||||
| Performance-based awards | 1,799 | 250 | 250 | ||||||||||||||
| Total | $ | 26,539 | $ | 24,148 | $ | 24,396 | |||||||||||
The Company calculates an estimated forfeiture rate annually based on historical forfeitures and expectations about future forfeitures. Equity-based compensation is included in operating expenses on the Company’s Consolidated Statements of Income.
Restricted Stock Awards
The following table summarizes restricted stock activity during the years ended December 31, 2023 and 2024:
| (in thousands except per share data) | Number of Shares | Weighted Average Fair Value at Grant Date | |||||||||
| Outstanding at January 1, 2023 | 2,109 | $ | 28.44 | ||||||||
| Granted | 398 | 33.38 | |||||||||
| Vested | (1,180) | 22.18 | |||||||||
| Forfeited | (37) | 37.82 | |||||||||
| Outstanding at December 31, 2023 | 1,290 | $ | 35.44 | ||||||||
| Granted | 728 | 42.23 | |||||||||
| Vested | (451) | 34.56 | |||||||||
| Forfeited | (24) | 36.29 | |||||||||
| Outstanding at December 31, 2024 | 1,543 | $ | 38.89 | ||||||||
Additional information pertaining to restricted stock activity was as follows:
| Years Ended December 31, | |||||||||||||||||
| (in thousands except per share data) | 2024 | 2023 | 2022 | ||||||||||||||
| Weighted-average grant date fair value of awards granted | $ | 42.23 | $ | 33.38 | $ | 40.30 | |||||||||||
| Total fair value of awards vested | $ | 15,574 | $ | 26,168 | $ | 24,300 | |||||||||||
As of December 31, 2024, the Company had $41,393 of total unrecognized compensation cost related to restricted stock awards granted under the 2019 Plan and the 2006 Plan. This cost is expected to be recognized on a straight-line basis over a weighted average period of 3.1 years. The Company determines the fair value of its restricted stock awards based on the market price of its common stock on the date of grant.
Stock Options
Activity relating to stock options granted under the Company’s plans during the year ended December 31, 2023 and 2024 was as follows:
| (in thousands except per share data) | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||||||||
| Outstanding at January 1, 2023 | 2,766 | $ | 29.82 | ||||||||||||||||||||
| Granted | 237 | 30.74 | |||||||||||||||||||||
| Exercised | (1,654) | 25.14 | |||||||||||||||||||||
| Expired | (229) | 36.01 | |||||||||||||||||||||
| Forfeited | (2) | 46.28 | |||||||||||||||||||||
| Outstanding at December 31, 2023 | 1,118 | $ | 35.62 | 3.2 years | $ | 7,684 | |||||||||||||||||
| Vested and Exercisable at December 31, 2023 | 935 | $ | 35.91 | 3.0 years | $ | 6,167 | |||||||||||||||||
| Outstanding at January 1, 2024 | 1,118 | 35.62 | |||||||||||||||||||||
| Granted | 233 | 41.32 | |||||||||||||||||||||
| Exercised | (73) | 32.76 | |||||||||||||||||||||
| Expired | (2) | 46.47 | |||||||||||||||||||||
| Forfeited | (8) | 34.54 | |||||||||||||||||||||
| Outstanding at December 31, 2024 | 1,268 | $ | 36.82 | 2.7 years | $ | 7,611 | |||||||||||||||||
| Vested and Exercisable at December 31, 2024 | 1,116 | $ | 36.24 | 2.4 years | $ | 7,371 | |||||||||||||||||
As of December 31, 2024, $1,326 of total unrecognized compensation cost related to non-vested stock option awards is expected to be recognized on a straight-line basis over a weighted-average period of 0.9 years.
Additional information pertaining to the Company's stock option plan was as follows:
| Years Ended December 31, | |||||||||||||||||
| (in thousands except per share data) | 2024 | 2023 | 2022 | ||||||||||||||
| Weighted-average grant date fair value of awards granted | $ | 41.32 | $ | 30.74 | $ | 36.95 | |||||||||||
| Cash received from the exercise of stock options | $ | 1,613 | $ | 1,205 | $ | 602 | |||||||||||
| Intrinsic value of stock options exercised | $ | 791 | $ | 16,335 | $ | 314 | |||||||||||
| Tax benefits realized on exercise of stock options | $ | 39 | $ | 1,285 | $ | 41 | |||||||||||
The Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of options granted, which requires several assumptions. The expected term of the options represents the estimated period of time until exercise and is based on the historical experience of similar awards. Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The dividend yield is based on the Company's annualized dividend per share amount divided by the Company's stock price. New shares are issued upon option exercise.
The following weighted average assumptions were used for stock options granted during 2024, 2023, and 2022:
| Years Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Volatility | 34.1% to 47.4% | 37.3% to 48.1% | 42.5% to 51.1% | ||||||||||||||
| Risk free interest rate | 4.0% to 4.6% | 3.7% to 4.7% | 1.2% to 3.0% | ||||||||||||||
| Expected life in years | 3.0 to 4.0 | 3.0 to 5.0 | 3.0 to 5.0 | ||||||||||||||
| Dividend yield | 2.0% | 2.5% | 2.1% | ||||||||||||||
| Weighted average fair value | $13.22 | $10.12 | $13.42 | ||||||||||||||
Performance-Based Awards
The Company issues performance-based awards to certain employees, the vesting of which is subject to the employee’s continuing employment and the Company's achievement of certain performance goals. In 2024, the Company issued 86 performance shares (at target), with a weighted average grant date fair value of $41.63, that are eligible to be earned over a three-year performance period from January 1, 2024 through December 31, 2026. During the twelve months ended December 31, 2024, the Company estimated that the probable outcome of the performance conditions, based on performance through such date, was that the performance shares will be earned at 185% of the target level. The corresponding expense for the year ended December 31, 2024 is reflected in our stock-based compensation under performance-based awards.
As of December 31, 2024, $4,861 of total unrecognized compensation cost related to non-vested share awards is expected to be recognized using the accelerated attribution method over a weighted-average period of 2.0 years.
In the year ended December 31, 2023, 12 performance shares vested at a weighted average exercise price of $42.00. No shares vested in the periods ended December 31, 2024 and 2022.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 3, 2025 | Showing above |
| 2023 | Mar 4, 2024 | |
| 2020 | Mar 16, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.