[8-K] Designer Brands Inc. Reports Material Event

Rhea-AI Filing Summary

Designer Brands, Inc. announced that Jared A. Poff will resign as Executive Vice President, Chief Financial Officer and Chief Administrative Officer effective October 31, 2025, citing a new professional opportunity and expressly stating no disagreement with the company on financial or accounting matters. The board named Mark A. Haley as interim Principal Financial Officer effective November 1, 2025; Mr. Haley will continue as Senior Vice President, Controller and Principal Accounting Officer and work with the existing finance team while a search for a permanent CFO is launched.

As part of the interim appointment, Mr. Haley will receive a one-time cash retention bonus of $100,000 (repayable if he resigns within 24 months) and restricted stock units with a grant-date value of $150,000, scheduled to vest 33%, 33% and 34% on the first, second and third anniversaries respectively, subject to continued employment. The disclosure notes Mr. Haley's accounting background, CPA credential, and no related-party transactions or family relationships with company officers or directors.

Positive

• Continuity maintained by promoting the existing Controller to interim Principal Financial Officer
• Retention incentives total $250,000 in cash and RSU value to help secure continuity
• No disagreement stated on financial or accounting matters in the CFO's resignation statement
• Clear vesting schedule for RSUs (33%, 33%, 34%) reduces short-term turnover risk

Negative

• Temporary leadership until a permanent CFO is found, which may delay strategic finance initiatives
• Potential additional costs related to a formal external CFO search and eventual hire
• Management distraction risk during the transition period despite internal appointment

Insights

Corporate Governance Analyst

Interim CFO named with retention incentives to stabilize leadership.

The appointment of Mark A. Haley as interim Principal Financial Officer preserves continuity because he already serves as Controller and Principal Accounting Officer and has a long tenure with the company. The board's immediate designation and the launch of a permanent search indicate a standard succession process rather than an emergency governance breakdown.

Risks include potential distraction during the search and possible recruitment costs; monitor the timeline for a permanent hire and any changes to executive compensation or governance disclosures over the next 6–12 months.

Financial Compensation Specialist

Retention package aligns interim duties with measurable vesting.

The one-time cash retention of $100,000 plus RSUs valued at $150,000 uses time-based vesting (33%/33%/34%), which ties pay to continuity rather than performance metrics. The repayment clause for the cash bonus within 24 months strengthens retention incentives.

Investors should watch for disclosure of any ongoing compensation changes for a permanent CFO and whether the RSU grant size is later indexed to performance or replaced by a different package during the hiring process.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2025

Designer Brands Inc.

(Exact name of registrant as specified in its charter)

Ohio

001-32545

31-0746639

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

810 DSW Drive, Columbus, Ohio						43219
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (614) 237-7100

 N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Shares, without par value			DBI			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act.    ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2025, Designer Brands Inc. (the “Company”) received notice from Jared A. Poff of his intent to step down as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of the Company, effective as of October 31, 2025. Mr. Poff is resigning to pursue a new professional opportunity and not as a result of any disagreement with the Company on any matters related to the Company’s financial or accounting operations, policies, or practices.

On October 7, 2025, the Board of Directors of the Company approved the appointment of Mark A. Haley as the Company’s Principal Financial Officer on an interim basis, effective as of November 1, 2025. Mr. Haley will also continue to serve as the Company’s Senior Vice President, Controller and Principal Accounting Officer. Mr. Haley will work in close partnership with the Company’s tenured financial and accounting leadership teams to enable a seamless transition. The Company is launching an executive search to identify a permanent Chief Financial Officer.

In connection with Mr. Haley’s appointment as interim Principal Financial Officer, Mr. Haley will receive a one-time cash retention bonus of $100,000 (subject to repayment by him if he resigns within 24 months of receipt) and an award of restricted stock units, to be granted on October 15, 2025, which will have a grant date value of $150,000 and will vest 33% on each of the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date, subject to Mr. Haley’s continued employment on each such date.

Mr. Haley, age 57, was appointed as Senior Vice President, Controller and Principal Accounting Officer in January 2019. Mr. Haley previously served as the Vice President and Controller of the Company from 2017 to January 2019. Before joining the Company in 2017, Mr. Haley served as Vice President, Chief Accounting Officer of Conn’s, Inc. from 2014 to 2017. From 2010 to 2014, Mr. Haley served as Vice President, Corporate Controller and Chief Accounting Officer at Coldwater Creek Inc. Prior to that, he was a senior director of financial reporting at SUPERVALU INC. and a director of assurance services at Deloitte & Touche LLP. Mr. Haley is a CPA and holds Bachelor of Science degrees in Finance and Accounting from the University of Idaho.

There are no arrangements or understandings between Mr. Haley and any other person pursuant to which he was appointed as interim principal financial officer. In addition, there are no family relationships between Mr. Haley and any directors or executive officers of the Company, and no transactions are required to be reported under Item 404(a) of Regulation S-K between Mr. Haley and the Company.

Item 7.01 Regulation FD Disclosure.

On October 8, 2025, the Company issued a press release announcing the resignation of Mr. Poff and appointment of Mr. Haley as interim Principal Financial Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release of Designer Brands Inc., dated October 8, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

Designer Brands Inc.

By:

/s/ Lisa M. Yerrace

Lisa M. Yerrace

Senior Vice President, General Counsel and Corporate Secretary

Date:

October 8, 2025

FAQ

What happened to Designer Brands' CFO (DBI)?

The CFO, Jared A. Poff, intends to resign effective October 31, 2025 to pursue a new opportunity and the company stated there was no disagreement on financial or accounting matters.

Who is the interim Principal Financial Officer for DBI?

Mark A. Haley was appointed interim Principal Financial Officer effective November 1, 2025 and will continue as Senior Vice President, Controller and Principal Accounting Officer.

What compensation did the interim CFO receive?

Mr. Haley will receive a one-time cash retention bonus of $100,000 (repayable if he resigns within 24 months) and RSUs with a grant-date value of $150,000 vesting 33%, 33% and 34% over three years.

Will Designer Brands search for a permanent CFO?

Yes, the company has launched an executive search to identify a permanent Chief Financial Officer while Mr. Haley serves in an interim capacity.

Are there any related-party or family ties with the interim CFO?

The filing states there are no family relationships between Mr. Haley and any directors or executive officers and no reportable transactions under Item 404(a) of Regulation S-K.