dsw-20250505

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Designer Brands Inc.

(Name of Registrant as Specified In Its Charter)

N/A


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

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¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Designer Brands Inc.

810 DSW Drive
Columbus, Ohio 43219
(614) 237-7100

Notice of 2025 Annual Meeting of Shareholders

and Proxy Statement

May 5, 2025

Dear Designer Brands Shareholder:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of Designer Brands Inc., an Ohio corporation (the “Company”) at 1:00 p.m. Eastern Time on June 18, 2025. The 2025 Annual Meeting will be held in a virtual-only format via live audio cast at www.virtualshareholdermeeting.com/DBI2025. All holders of shares of our outstanding common stock as of the close of business on April 24, 2025 are entitled to vote at the meeting. Details of the business to be conducted at the meeting are given in the Notice of 2025 Annual Meeting of Shareholders and the Proxy Statement, which are included on the following pages. Instructions for accessing the virtual meeting audio cast online are also included in the Proxy Statement.

Fiscal 2024 was a year focused on improvement, driven by our commitment to execute on key initiatives. We took decisive action to refresh and strengthen our leadership team, revitalize and modernize our product assortment, refine our marketing strategies, right size our brand portfolio, and elevate our customers' omnichannel experience. We originally anticipated an inflection to positive comparable sales in the third quarter of fiscal 2024, a sentiment bolstered by the positive performance we saw in August following our successful back-to-school efforts, but unseasonably warm weather, coupled with sustained consumer pressure, significantly dampened third-quarter performance. Nonetheless, we stayed the course with our strategies and were pleased that these efforts culminated in positive comparable sales in the fourth quarter, reflecting a return to growth for the first time in nine quarters.

With fresh leadership in several key areas – including new Presidents of DSW and Brands, a new Chief Marketing Officer, and a new Head of Merchandising – we have been reinvigorating our teams, implementing new ways of working, and adding new expertise. This enabled us to make notable strategic progress in fiscal 2024.

We ended the year with a more relevant and balanced assortment than ever before, strengthening and expanding our relationships with our top 8 brands and increasing the depth and variety of styles available to create a more dynamic and engaging shopping experience both in-store and online. On the marketing front, we amplified our efforts, particularly during the holiday season, prioritizing giftable items to capture consumer demand. Black Friday, Cyber Monday, and a well-timed post-holiday sale helped generate buzz, capture consumer interest, and maintain strong momentum beyond the holiday season. Our store experience was augmented by impactful visuals with impressive and attention-grabbing gift giving collateral, enhancing the customer experience. Within our Brands organization, we remained focused on cost reduction, brand optimization, higher product margins, and improved SKU productivity through streamlined operations. All of these initiatives contributed to top-line growth and margin expansion.

As we enter fiscal 2025, we are in a period of macro uncertainty driven by the implementation of tariffs and are monitoring the potential impact on our business. We will continue to focus on things that are within our control and believe our ongoing business transformation will drive continued stabilization and improvement of sales and profitability. In our retail operations, we will focus on driving a customer first and product obsessed organization, continuing to meet our customers where they are with the best assortment. In our Brands organization, we expect to re-establish our private label brands as margin drivers and build a more profitable wholesale business over the long term, which includes investing in core names like Keds and Topo to drive top-line revenue. We remain focused on evaluating expenses across the Company, executing on roadmaps to drive efficiency and remove cost from the business.

Your vote is important. Whether or not you plan to attend the 2025 Annual Meeting virtually, please vote as soon as possible. As an alternative to voting during the 2025 Annual Meeting, you may vote in advance via the internet, by telephone, or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure you have a say on the important issues to be voted on at the 2025 Annual Meeting.

I would like to thank you personally for your continued support of Designer Brands Inc.

Douglas M. Howe
Chief Executive Officer

Designer Brands Inc.

810 DSW Drive
Columbus, Ohio 43219
(614) 237-7100

Notice of 2025 Annual Meeting of Shareholders


When	Where	Record Date
Wednesday, June 18, 2025 at 1:00 p.m. Eastern Time	Via live audio cast: www.virtualshareholdermeeting.com/DBI2025	Shareholders as of the close of business on April 24, 2025, are entitled to vote at the 2025 Annual Meeting

Items of Business – 2025 Annual Meeting


Proposal	Board Voting Recommendation	Page Reference (for more detail)
1.Election of four Class III directors, each to serve until the 2028 Annual Meeting of Shareholders	P FOR each director nominee	13
2.Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal 2025	P FOR	45
3.Approval of a non-binding, advisory resolution on the compensation paid to our named executive officers in fiscal 2024	P FOR	79

Shareholders will also transact such other business as may properly come before the 2025 Annual Meeting or any adjournment, continuation, or postponement thereof.

Who Can Vote

How to Virtually Attend the 2025 Annual Meeting

Only the holders of record of our Class A and Class B Common Shares as of the close of business on April 24, 2025, our record date for the 2025 Annual Meeting, are entitled to notice of and to vote at the 2025 Annual Meeting.

Each shareholder is entitled to one vote for each Class A Common Share held as of the record date, and eight votes for each Class B Common Share held as of the record date.

To virtually attend the 2025 Annual Meeting at www.virtualshareholdermeeting.com/DBI2025, you must enter the control number on your proxy card, voting instruction form (“VIF”), or Notice of Internet Availability of Proxy Materials (the “Notice”) you previously received.

Whether or not you plan to virtually attend the 2025 Annual Meeting, we encourage you to vote and submit your proxy in advance of the 2025 Annual Meeting by one of the methods described below. You may also vote online and examine our shareholder list during the 2025 Annual Meeting by following the instructions provided on the meeting website during the 2025 Annual Meeting.

To vote online during the meeting, visit www.virtualshareholdermeeting.com/DBI2025.

Important Voting Information: We will provide the Notice, electronic delivery of the 2025 Proxy Statement, the 2024 Annual Report on Form 10-K (the “Annual Report”), and a proxy card to shareholders beginning on or about May 5, 2025.

Your Vote is Important: Even if you plan to virtually attend the 2025 Annual Meeting, please cast your vote as soon as possible by following the instructions on your proxy card or VIF:



By internet Go to www.proxyvote.com	By toll-free telephone Dial 1-800-690-6903	By mail If you received a proxy card or VIF by mail, please mark, date, sign, and return it in the postage-paid envelope furnished for that purpose	By QR code Scan the QR code (located on your voting document) using your smart phone

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

Submitting your proxy now will not prevent you from voting your shares online during the 2025 Annual Meeting, as your proxy is revocable at your option. Whether or not you virtually attend the 2025 Annual Meeting, it is important that your shares be part of the voting process. You may vote your shares in advance of the meeting by following the instructions above. You can also vote or ask questions during the 2025 Annual Meeting by attending the virtual 2025 Annual Meeting and following the instructions at www.virtualshareholdermeeting.com/DBI2025.

Lisa M. Yerrace
Senior Vice President, General Counsel and Corporate Secretary
Designer Brands Inc.

May 5, 2025

iii


Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on June 18, 2025: Our Proxy Statement follows this Notice of 2025 Annual Meeting of Shareholders. Financial and other information concerning the Company is contained in the Annual Report for fiscal 2024. The Proxy Statement and Annual Report are available on our Investor Relations website at investors.designerbrands.com. Additionally, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. This Notice of 2025 Annual Meeting of shareholders, the accompanying Proxy Statement, and our Annual Report are all available, free of charge, at www.proxyvote.com.

TABLE OF CONTENTS


			Page
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS			ii
PROXY STATEMENT SUMMARY			1
2025 PROXY STATEMENT			12
PROPOSAL 1 - ELECTION OF DIRECTORS			13
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			18
OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION			19
SUSTAINABILITY, SOCIAL IMPACT, AND HUMAN CAPITAL			29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			39
COMPENSATION OF DIRECTORS			41
FISCAL 2024 DIRECTOR COMPENSATION			43
AUDIT AND OTHER SERVICE FEES			44
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			45
AUDIT COMMITTEE REPORT			46
COMPENSATION DISCUSSION AND ANALYSIS			47
REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE			60
COMPENSATION TABLES			61
PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			79
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			80
VIRTUAL MEETING INFORMATION			85
OTHER MATTERS			86

Forward-Looking Statements

Certain statements in this Proxy Statement may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties, many of which are outside the Company’s control, and on information available to the Company as of the date hereof. The Company’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Annual Report and other filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the section entitled “Risk Factors” contained therein. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions, or strategies regarding the future, and can be identified by forward-looking words such as “outlook,” “plans,” “anticipate,” “believe,” “could,” “continue,” “estimate,” “approximate,” “predict,” “expect,” “potential,” “seek,” “intend,” “may,” “should,” “will,” and “would” or the negative version of these words or other comparable words. Except as may be required by applicable law, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

Websites

Website addresses referenced in this Proxy Statement are intended to be inactive textual references only, and the content on the referenced websites does not constitute a part of, and is specifically not incorporated by reference into, this Proxy Statement.

PROXY STATEMENT SUMMARY

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Designer Brands Inc., an Ohio corporation, for use at the 2025 Annual Meeting to be held on June 18, 2025, at 1:00 p.m. Eastern Time via live audio cast at www.virtualshareholdermeeting.com/DBI2025. This Proxy Statement is first being mailed to the shareholders on or about May 5, 2025. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. “We,” “our,” “us,” “Designer Brands,” “DBI,” and the “Company” refer to Designer Brands Inc.

2025 Annual Meeting of Shareholders


Date and Time Wednesday, June 18, 2025 1:00 p.m., Eastern Time			Place Virtual-only meeting via live audio cast, www.virtualshareholdermeeting.com/DBI2025			Record Date April 24, 2025

How to Attend


			To participate in the virtual 2025 Annual Meeting, please visit www.virtualshareholdermeeting.com/DBI2025 and enter the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

How to Vote

BY TELEPHONE

BY INTERNET

BY QR CODE

BY MAIL

VIRTUALLY DURING THE MEETING

Call toll-free 24/7

1-800-690-6903

Visit 24/7

www.proxyvote.com

Scan the QR code (located on your voting document) using your smart phone

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

Cast your ballot online during the virtual meeting

Proposals Requiring Your Vote

Your vote is very important! Please cast your vote immediately on all the proposals to ensure that your shares are represented.


PROPOSAL 1: Election of Four Class III Director Nominees
The four Class III director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to management. ü The Board recommends a vote FOR all Class III director nominees.
PROPOSAL 2: Ratification of Appointment of Deloitte & Touche LLP
The Audit Committee approved the appointment of Deloitte as the Company’s independent auditor for fiscal 2025. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s appointment of the independent auditor. ü The Board recommends a vote FOR the ratification of the appointment of Deloitte.
PROPOSAL 3: Advisory Approval of Named Executive Officer 2024 Compensation
The Company’s executive compensation program is designed to create a direct linkage between shareholders’ interests and management, with incentives specifically tailored to the achievement of short-term and long-term goals. ü The Board recommends a vote FOR the Company’s 2024 Named Executive Officer compensation.

Business Overview – 2024 Highlights

We ended fiscal 2024 with a strong performance in the fourth quarter. Specifically, we were pleased with our return to positive comparable sales, for the first time in nine quarters, as results improved throughout the year with our business transformation taking greater hold. In the fourth quarter, given the inclusion of the 53rd week in fiscal 2023, we saw a 5% year-over-year decline in total sales. For the year, total Company sales were down roughly 2% to last year and comparable sales were down 1.7%, in line with our revised guidance.

Some fiscal 2024 highlights included:

•Net sales decreased 2.1% to $3.0 billion.

•Total comparable sales decreased by 1.7%.

•Gross profit decreased to $1.29 billion versus $1.32 billion last year, and gross margin was 42.7% compared to 43.1% last year.

•Reported net loss attributable to Designer Brands Inc. was $10.5 million, or loss per diluted share of $0.20.

As we enter fiscal 2025, we are in a period of macro uncertainty largely driven by the volatile implementation of tariff policy, directly impacting the costs of imported goods while also having a dampening effect on consumer sentiment and discretionary spending. We are monitoring these impacts on our business and will continue to make adjustments to our business in response to these macro conditions to navigate a course to more consistent top and bottom-line growth over the long-term.

Your Board of Directors

The following table provides summary information about each director currently serving on our Board. Our Board is divided into three classes, with each class to consist, as nearly as possible, of one-third of the total authorized number of directors. The Board is currently composed of four Class I directors, three Class II directors, and four Class III directors. Directors serve for three-year terms, with one class of directors elected by our shareholders at each annual meeting. All four of the Class III directors are standing for election at the 2025 Annual Meeting. Your Board recommends that you vote “FOR” the election of each of the four Class III director nominees. See “Proposal 1 – Election of Directors.”


Name & Principal Occupation	Age	Director Since	Independent	Committee Memberships
Class I – Term Expires 2026
Harvey L. Sonnenberg Former Partner of Weiser, LLP	83	2005		•AC† •TC
Allan J. Tanenbaum Of Counsel to Taylor English Duma, LLC	78	2005		•AC •NCGC
Peter S. Cobb Founder and Former Executive Vice President of eBags	67	2017		•NCGC† •HCCC •TC
Douglas M. Howe CEO of Designer Brands Inc.	64	2023
Class II – Term Expires 2027
Jay L. Schottenstein Executive Chairman of Designer Brands Inc. and CEO of American Eagle Outfitters, Inc.	70	2005
Joanne Zaiac Former Chief Client Officer of Dentsu International	63	2016		•HCCC •TC
Richard A. Paul CEO and Founder of KLUTCH Sports Group	44	2022
Class III – Term Expires 2025
Elaine J. Eisenman Managing Director of Saeje Advisors LLC	76	2008		•HCCC† •AC
Joanna T. Lau Former CEO of Lau Technologies Inc.	66	2008		•TC† •HCCC •NCGC
Joseph A. Schottenstein Chief Operating Officer and Executive Vice President of Acquisitions and Leasing at Schottenstein Property Group (“SPG”) and Schottenstein Realty LLC	45	2012
John W. Atkinson Former Audit Partner at KPMG	60	2024		•AC •NCGC


AC			Audit Committee
HCCC			Human Capital and Compensation Committee
NCGC			Nominating and Corporate Governance Committee
TC			Technology Committee
†			Committee Chair

Current Board Snapshot

Summary of Director Skills

SEC Form DEF 14A filed by Designer Brands Inc.