STEVEN MADDEN, LTD. 8-K

What Happened
Steven Madden, Ltd. announced a new employment agreement with President Amelia Newton Varela. The agreement, entered into on January 6, 2026, replaces her prior contract that expired December 31, 2025, and runs from January 1, 2026 through December 31, 2028 unless earlier terminated. The deal sets annual base salaries of $825,000 (2026), $850,000 (2027) and $875,000 (2028), a $1,250 monthly automobile allowance, a January 2026 grant of restricted shares equal to $1,100,000 divided by the closing share price on the grant date (vesting 25% per year starting January 2, 2027), and an annual performance cash bonus tied to corporate EBIT with defined Threshold/Target/Maximum payout levels.

Key Details

• Term: Jan 1, 2026 – Dec 31, 2028; new agreement filed as Exhibit 10.1.
• Salary: $825,000 (2026), $850,000 (2027), $875,000 (2028); auto allowance $1,250/month.
• Equity: Restricted stock grant in January 2026 equal to $1,100,000 divided by closing price; vests 25% per year over 4 years beginning Jan 2, 2027.
• Bonus/Severance: EBIT-based annual cash bonus (Threshold = 30% of salary at 90% of plan; Target = 50% at 100% of plan; Maximum = 80% at 130% of plan, with straight-line interpolation). If terminated without Cause, salary continuation up to 12 months (or remainder of term) and certain prior-year bonus payments (if before March 15) are payable upon signing a release. If terminated without Cause near a Change of Control (30 days before to 180 days after), she would receive the lesser of 2.5x (base salary at termination + average prior 3-year bonus) or the Section 280G deductible cap.

Why It Matters
This filing confirms continuity in senior leadership by extending the president’s contract through 2028 and aligns part of compensation with company performance (EBIT) and stock vesting. For investors, material considerations include increased fixed cash compensation and potential severance obligations, plus the share grant which will dilute shareholders over time as it vests. The EBIT-linked bonus ties pay to operating performance, which can incentivize results but also creates variable cash needs depending on outcomes.