STOCK-BASED COMPENSATION

12 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock Incentive Plans. In September 2015, the Company’s stockholders approved the 2015 Stock Incentive Plan (2015 SIP), which initially reserved 7,650,000 shares of the Company’s common stock for issuance to employees, directors, consultants, independent contractors, and advisors. The 2015 SIP provided for the issuance of a variety of stock-based compensation awards, including RSUs, performance-based restricted stock units (PSUs), LTIP PSUs, stock appreciation rights, stock bonuses, incentive stock options (ISOs), and non-qualified stock options (NQSOs).

In September 2024, the Company’s stockholders approved the 2024 Stock Incentive Plan (2024 SIP), which is intended to replace the 2015 SIP. Like the 2015 SIP, the primary purpose of the 2024 SIP is to encourage ownership in the Company by key personnel, whose long-term service is considered essential to the Company’s continued success. As a result of the stock split, the number of shares of common stock reserved for issuance under the 2024 SIP and the number of shares underlying outstanding equity awards and the exercise price of stock options were adjusted proportionately.

The 2024 SIP initially reserves 7,800,000 shares of the Company’s common stock for issuance to employees, directors, consultants, independent contractors, and advisors, less one share for every one share granted under the 2015 SIP after March 31, 2024 and prior to September 9, 2024, the effective date of the 2024 SIP, subject to an increase from the return of shares under the 2015 SIP as described below. The terms of the 2024 SIP are substantially similar to the terms of the 2015 SIP. The 2024 SIP provides for the issuance of a variety of stock-based compensation awards, including RSUs, PSUs, LTIP PSUs, stock appreciation rights, stock bonuses, ISOs, and NQSOs. The maximum aggregate number of shares that may be issued to employees under the 2024 SIP through the exercise of ISOs is 4,500,000.

The Company will not grant any further equity awards under the 2015 SIP. Outstanding awards under the 2015 SIP will remain outstanding, unchanged and subject to the terms of the 2015 SIP and their respective award agreements. Shares subject to awards that are forfeited, expire or are otherwise terminated without shares being issued, or shares withheld to pay the exercise price of an award or to satisfy tax withholding obligations, including shares subject to awards granted under the 2015 SIP that are outstanding after March 31, 2024, will be returned to the pool of shares available for grant and issuance under the 2024 SIP. As of March 31, 2025, 7,793,719 shares of common stock remained available for future issuance under the 2024 SIP, subject to adjustment for future stock splits, stock dividends, and similar changes in capitalization.

Annual Stock Awards. During the years ended March 31, 2025, 2024, and 2023, the Company granted RSU and LTIP PSU awards to certain members of the Company’s management team, which entitle the recipients to receive shares of the Company’s common stock upon vesting. No dividends are paid or accumulated on any RSU or LTIP PSU awards.

A summary of the status and changes of the Company’s nonvested shares is as follows:


	RSUs			LTIP PSUs
	Number of Shares	Weighted- Average Grant-Date Fair Value (3)		Number of Shares	Weighted- Average Grant-Date Fair Value (3)
Nonvested, March 31, 2022	587,202	$	47.34	618,192	$	57.37
Granted (1)	311,730	56.50		392,820	55.12
Vested (2)	(270,552)	(41.61)		(180,624)	(53.30)
Forfeited	(92,634)	(50.00)		(163,164)	(53.99)

Nonvested, March 31, 2023	535,746	55.10		667,224	57.98
Granted (1)	235,788	95.55		277,692	95.13
Vested (2)	(264,888)	(52.19)		(301,368)	(61.39)
Forfeited	(39,864)	(77.07)		(112,404)	(87.15)

Nonvested, March 31, 2024	466,782	75.31		531,144	69.29
Granted (1)	165,988	158.78		148,770	151.19
Vested (2)	(235,872)	(70.69)		(327,868)	(55.07)
Forfeited	(31,026)	(96.52)		(51,708)	(80.76)

Nonvested, March 31, 2025	365,872	$	114.34	300,338	$	123.42

(1) The amounts granted are the maximum amounts under the terms of the applicable LTIP PSUs.

(2) The amounts vested include shares withheld to cover taxes that are not issued to the recipient.

(3) Impact from the stock split may not calculate on rounded numbers disclosed in prior periods.

Restricted Stock Units. RSUs are subject to a time-based vesting condition and typically vest in equal annual installments over three years following the date of grant.

Long-Term Incentive Plan Awards. LTIP PSU awards are subject to market, performance, and time-based vesting conditions. The term of LTIP PSU awards is over a multi-fiscal year performance period with metrics established at the beginning of the performance period, which is generally two or three years (Measurement Period). The LTIP PSU awards include a market condition tied to the Company’s relative total stockholder return (TSR) in relation to its peer companies (peer market condition), as well as financial performance conditions tied to certain revenue and pre-tax income performance targets (financial performance conditions). Following a determination of the Company’s achievement with respect to the financial performance conditions for the applicable Measurement Period, the vesting of each LTIP PSU award will be subject to adjustment for the peer market condition based on the application of the TSR modifier. The amount of the adjustment is determined based on a

comparison of the Company’s TSR relative to the TSR of a pre-determined set of peer group companies for the Measurement Period.

The grant date fair value of LTIP PSUs is determined using a Monte-Carlo model that simulates a range of possible future stock prices for the Company and each member of the peer group over the Measurement Period. For each grant of LTIP PSUs, the Monte-Carlo simulation model factors in key assumptions, such as the market price of the underlying common stock at the beginning and end of the Measurement Period, risk free interest rate, expected dividend yield when simulating a TSR, expected dividend yield when simulating the Company’s stock price, stock price volatility, and correlation coefficients. The Company evaluates the probability of achieving the financial performance conditions against its most current long-range forecast at least quarterly and may adjust stock-based compensation expense for its LTIP PSUs up or down based on its estimated probability outcome over the Measurement Period. The peer market condition is measured as part of the grant date fair value.

The actual number of LTIP PSU awards that vest may increase up to a maximum of 200% of the targeted amount for the award based on achievement of the financial performance conditions and the TSR modifier for the peer market condition. No vesting of any portion of the LTIP PSU awards will occur if the Company fails to achieve the minimum threshold financial performance conditions for each reporting period within the Measurement Period. For the LTIP PSUs granted during the fiscal years 2025, 2024, and 2023, the Company expects to exceed the minimum threshold target performance criteria based on the Company’s long-range forecast as of March 31, 2025.

Long-Term Incentive Plan Options. The Company approved the issuance of LTIP NQSOs under the 2015 SIP, including the November 2016 (2017 LTIP NQSOs) and June 2017 (2018 LTIP NQSOs) grants, which were awarded to certain members of the Company’s management team, with a maximum contractual term ending March 31, 2026. As of March 31, 2019, and 2020, the target performance criteria were achieved and all LTIP NQSOs under the 2017 LTIP NQSOs and 2018 LTIP NQSOs, respectively, were fully vested. Each vested LTIP NQSO provides the recipient the right to purchase a specified number of shares of the Company’s common stock at a fixed exercise price per share based on the closing price of the common stock on the date of grant. During the years ended March 31, 2025, 2024, and 2023, no LTIP NQSOs were granted. During the year ended March 31, 2025, 89,454 shares were exercised pursuant to LTIP NQSOs at a weighted-average exercise price of $10.80. As of March 31, 2025, no LTIP NQSOs were exercisable and as of March 31, 2024, 89,454 LTIP NQSOs were exercisable at a weighted average exercise price of $10.80.

Grants to Directors. Each of the Company’s nonemployee directors was entitled to receive common stock with a total value of $170 for annual service on the Board of Directors (Board) during the year ended March 31, 2025. The shares are issued in equal quarterly installments with the number of shares being determined using the rolling average of the closing price of the Company’s common stock during the last ten trading days leading up to, and including, the grant date, which is in alignment with the Company’s equity grant guidelines. Each of these shares is fully vested and recorded as compensation expense in the consolidated statements of comprehensive income on the date of issuance.

Employee Stock Purchase Plans. In September 2015, the Company’s stockholders approved the 2015 Employee Stock Purchase Plan (2015 ESPP), which authorized 6,000,000 shares of the Company’s common stock for sale to eligible employees using after-tax payroll deductions, which are refundable until purchases are made, and are liability-classified. Following the issuance of shares under the 2015 ESPP to employees who participated in the offering period ended February 28, 2025, the 2015 ESPP was terminated, and no new offering periods under the 2015 ESPP will commence.

In September 2024, the Company’s stockholders approved the 2024 Employee Stock Purchase Plan (2024 ESPP), which replaced the 2015 ESPP. The 2024 ESPP reserves 6,000,000 shares of the Company’s common stock for sale to eligible employees. The terms of the 2024 ESPP are substantially similar to the terms of the 2015 ESPP. Each offering period under the 2024 ESPP is anticipated to run for approximately six months with purchases occurring on the last day of each offering period (no look-back provision) at a 15% discount to the closing price on that date. The first offering period commenced on March 1, 2025. As a result of the stock split, the number of shares of common stock reserved for issuance under the 2024 ESPP were adjusted proportionately.

Stock-Based Compensation. Components of stock-based compensation recorded, net of estimated forfeitures, in SG&A expenses in the consolidated statements of comprehensive income were as follows:


	Years Ended March 31,
	2025		2024		2023
Stock-based compensation
RSUs	$	19,758	$	15,935	$	13,249

LTIP PSUs	15,676		18,941		11,275

Grants to Directors	1,858		1,907		1,863
Subtotal	37,292		36,783		26,387
Other stock-based compensation
Employee Stock Purchase Plan	651		505		510
Total stock-based compensation, pre-tax	37,943		37,288		26,897
Income tax benefit	(9,304)		(9,097)		(6,557)
Total stock-based compensation, net of tax	$	28,639	$	28,191	$	20,340

Unrecognized Stock-Based Compensation. Total remaining unrecognized stock-based compensation as of March 31, 2025, related to non-vested awards that the Company considers probable to vest and the weighted-average period over which the cost is expected to be recognized in future periods, is as follows:


	Unrecognized Stock-Based Compensation		Weighted-Average Remaining Vesting Period (Years)
RSUs	$	21,951	1.0

LTIP PSUs	21,225		1.5
Total	$	43,176

DECKERS OUTDOOR CORP 10-K