Steven Madden (NASDAQ: SHOO) inks 3-year pact with president Varela

Rhea-AI Filing Summary

Steven Madden, Ltd. reported a new three-year employment agreement with President Amelia Newton Varela, running from January 1, 2026 through December 31, 2028. Ms. Varela will receive an annual base salary of $825,000 in 2026, $850,000 in 2027, and $875,000 in 2028, plus a monthly automobile allowance of $1,250.

In January 2026, she will be granted restricted shares of common stock valued at $1,100,000, determined by dividing that amount by the closing share price on the grant date, vesting 25% per year over four years starting January 2, 2027. The agreement also provides an annual performance-based cash bonus tied to EBIT, with bonuses equal to 30%, 50%, or 80% of salary at 90%, 100%, and 130% of EBIT plan, respectively, plus severance protections including enhanced benefits if she is terminated without cause around a change of control.

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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: January 6, 2026

(Date of earliest event reported)

STEVEN MADDEN, LTD.

(Exact name of registrant as specified in its charter)

Delaware		000-23702		13-3588231
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

52-16 Barnett Avenue, Long Island City, New York		11104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (718) 446-1800

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
Common Stock, par value $0.0001 per share		SHOO		The NASDAQ Stock Market LLC

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 January 6, 2026, Steven Madden, Ltd. (the “Company”) entered into a new employment agreement with Amelia Newton Varela (the “Varela Employment Agreement”) pursuant to which Ms. Varela will continue to serve as the President of the Company. The Varela Employment Agreement, the full text of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, replaces Ms. Varela’s prior employment agreement, which expired by its terms on December 31, 2025.

The term of the Varela Employment Agreement commences on January 1, 2026 and will continue for a term of three years through December 31, 2028, unless sooner terminated in accordance with the terms thereof. Pursuant to the terms of the Varela Employment Agreement, Ms. Varela will receive an annual base salary during the term of $825,000 for the calendar year 2026, $850,000 for the calendar year 2027, and $875,000 for the calendar year 2028 and a monthly automobile allowance of $1,250 during each month of the term. In addition, the Varela Employment Agreement provides that in January 2026, the Company will grant Ms. Varela the number of restricted shares of the Company’s common stock, with a par value of $0.0001 per share, determined by dividing $1,100,000 by the closing price of the Company’s common stock on the grant date. The shares of restricted common stock will vest 25% per year for four years commencing on January 2, 2027.

In addition, the terms of the Varela Employment Agreement entitle Ms. Varela to an annual performance-based cash bonus based on the Company’s total earnings before interest and taxes (“EBIT”) for each of the fiscal years ended December 31, 2026, 2027 and 2028 based on the following schedule:

EBIT		Bonus as % of Salary
Maximum (130% of Plan)		80%
Target (100% of Plan)		50%
Threshold (90% of Plan)		30%

For EBIT amounts between the Threshold and Target amounts or between the Target and Maximum amounts, the bonus payable shall be calculated based on a straight-line interpolation between the respective amounts.

Pursuant to the terms of the Varela Employment Agreement, the Company may terminate Ms. Varela’s employment for Cause (as defined in the Varela Employment Agreement), in which event Ms. Varela would be entitled to receive only her accrued and unpaid base salary through the date of termination. In the event Ms. Varela’s employment is terminated by the Company without Cause, Ms. Varela would be entitled to receive payment of her annual base salary, payable at regular payroll intervals, from the date of termination of employment through the earlier of the date that is twelve months after the date of termination or the date the Varela Employment Agreement would have otherwise terminated but for the involuntary termination, plus, if terminated without Cause before March 15, any performance-based cash bonus that has accrued but has not yet been paid for the calendar year before termination. Payment of such salary continuation and prior year bonus is contingent upon the execution and non-revocation of a general release of claims in the Company’s standard form.

In addition, if Ms. Varela’s employment is terminated by the Company without Cause during the period commencing 30 days prior to a Change of Control (as defined in the Varela Employment Agreement) and ending 180 days after such Change of Control, Ms. Varela would be entitled to receive a cash payment in an amount equal to the lesser of (A) two and one-half times (i) the annual base salary to which she was entitled as of the date of termination of employment plus (ii) the average cash bonus that she received for the preceding three years ending on the last previous December 31 or (B) the maximum amount that is deductible to the Company under Section 280G of the Internal Revenue Code.

The foregoing description of the Varela Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Varela Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Agreement, dated as of January 6, 2026, between the Company and Amelia Newton Varela.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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.

Dated: January 9, 2026

	STEVEN MADDEN, LTD.
	By:	/s/ Edward R. Rosenfeld
	Name:	Edward R. Rosenfeld
	Title:	Chairman and Chief Executive Officer

FAQ

What did Steven Madden (SHOO) disclose about Amelia Varela in this 8-K?

Steven Madden, Ltd. disclosed that it entered into a new three-year employment agreement with Amelia Newton Varela, under which she will continue to serve as the Company’s President from January 1, 2026 through December 31, 2028, replacing her prior agreement that expired on December 31, 2025.

What are Amelia Varela’s base salary and cash benefits under the new Steven Madden agreement?

Ms. Varela’s annual base salary is set at $825,000 for 2026, $850,000 for 2027, and $875,000 for 2028. She is also entitled to a $1,250 monthly automobile allowance during each month of the term.

What equity award does Steven Madden grant to Amelia Varela in the new contract?

In January 2026, Ms. Varela will receive restricted shares of Steven Madden common stock with a value of $1,100,000, calculated by dividing that amount by the closing stock price on the grant date. These restricted shares vest 25% per year over four years, beginning on January 2, 2027.

How is Amelia Varela’s performance bonus structured at Steven Madden?

The agreement provides an annual performance-based cash bonus tied to Company EBIT for fiscal years 2026, 2027, and 2028. If EBIT reaches 90% of plan (Threshold), the bonus is 30% of salary; at 100% of plan (Target), it is 50%; and at 130% of plan (Maximum), it is 80%. For EBIT between these levels, the bonus is determined by straight-line interpolation.

What severance protections does Amelia Varela have if terminated without cause by Steven Madden?

If the Company terminates Ms. Varela without Cause, she is entitled to continued payment of her annual base salary at regular payroll intervals from the termination date through the earlier of twelve months after termination or the scheduled end of the agreement, plus any accrued but unpaid performance-based bonus for the prior year if the termination occurs before March 15, subject to her signing and not revoking a general release.

What happens to Amelia Varela’s compensation if there is a change of control of Steven Madden?

If Ms. Varela is terminated by the Company without Cause during the period starting 30 days before and ending 180 days after a Change of Control, she is entitled to a cash payment equal to the lesser of: (A) 2.5 times the sum of her annual base salary at termination plus the average cash bonus she received for the preceding three years, or (B) the maximum amount deductible to the Company under Section 280G of the Internal Revenue Code.