DECK Form 4: CEO Granted Time-Based and Performance RSUs; Ownership Rises to 332,466
Rhea-AI Filing Summary
Stefano Caroti, President & CEO and a director of Deckers Outdoor Corp (DECK), reported insider transactions dated 08/15/2025. The filing shows 7,946 shares withheld to satisfy tax withholding on vested restricted stock units, an acquisition of 27,195 Time-Based RSUs granted under the Issuer's 2024 Stock Incentive Plan (which vest 33.33% on 8/15/2026, 33.33% on 8/15/2027 and 33.34% on 8/15/2028 subject to service), and an award of up to 80,846 Long-Term Incentive Performance-Based RSUs (maximum potential vesting). After these transactions, the reporting person beneficially owned 332,466 shares on a direct basis. The form was signed by an attorney-in-fact on behalf of Mr. Caroti on 08/19/2025.
Positive
- Significant equity awards: Time-Based RSUs (27,195) and up to 80,846 LTIP Performance RSUs were recorded, increasing alignment of CEO compensation with shareholders.
- Higher direct ownership: Reporting person beneficially owned 332,466 shares after the reported transactions.
Negative
- Tax withholding reduced issued shares: 7,946 shares were withheld to satisfy tax obligations on vested RSUs.
- Performance RSUs subject to conditions: The 80,846 figure is a maximum potential amount and depends on performance metrics and continued service (details in Exhibit 99).
Insights
TL;DR: Executive received substantial equity awards, increasing direct ownership to 332,466 shares, aligning pay with long-term performance.
The transactions are routine executive equity compensation events: tax-withholding on vested RSUs and the grant/recognition of additional Time-Based and Performance-Based RSUs. The Time-Based RSUs have multi-year vesting through 2028 and require continued service, while the LTIP Performance RSUs are capped at a stated maximum and depend on performance outcomes (referenced Exhibit 99 for details). These grants increase the CEO's direct stake and are consistent with incentive structures tying long-term pay to company performance; they do not by themselves change capital structure or outstanding share count disclosed here.
TL;DR: Governance action consistent with standard executive compensation practices; vesting conditions and tax withholding are explicitly disclosed.
The filing clearly identifies the nature and timing of awards and the tax-withholding disposition, and shows the issuer's use of time-based and performance-based equity to retain and incent senior management. The Time-Based RSUs require continuous service and the performance RSUs reference further documentation (Exhibit 99) for metric details, which is appropriate disclosure practice. No departures, option exercises, or sales are reported that would raise immediate governance concerns.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 7,946 | $0.00 | -- |
| Grant/Award | Common Stock | 27,195 | $0.00 | -- |
| Grant/Award | Common Stock (Long-Term Incentive Performance-Based RSUs) | 80,846 | $0.00 | -- |
Footnotes (1)
- These shares have been withheld and not issued to the Reporting Person in order to satisfy certain tax witholding obligations incident to the vesting on August 15, 2025 of one-third of the restricted stock units previously granted to the Reporting Person on August 15, 2022, August 15, 2023 and August 15, 2024 pursuant to the Deckers Outdoor Corporation 2015 Stock Incentive Plan. The Time-Based Restricted Stock Units (the Time-Based RSUs) were granted pursuant to the Issuer's 2024 Stock Incentive Plan. The Time-Based RSUs vest as to 33.33% of the underlying shares on 8/15/2026, 33.33% on 8/15/2027, and 33.34% on 8/15/2028, subject to the satisfaction of continuous service requirements. At the time that continuous service requirements cease to be met, no further vesting will occur and the remaining Time-Based RSUs will not be earned. The Time-Based RSUs will be settled in the Issuer's common stock upon satisfaction of the vesting conditions. Refer to Exhibit 99 for additional information. The amounts listed are the maximum number of LTIP Performance RSUs that may vest.
