Business Context and Reporting Period
This Form 8-K is a Current Report filed by STEVEN MADDEN, LTD. on January 6, 2026. The filing discloses the execution of a new employment agreement with Amelia Newton Varela, who continues to serve as the Company's President. The agreement replaces a prior contract that expired on December 31, 2025.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.
- Base Salary: $825,000 (2026), $850,000 (2027), $875,000 (2028).
- Automobile Allowance: $1,250 per month.
- Equity Grant: Restricted stock valued at $1,100,000, vesting 25% annually over four years starting January 2, 2027.
- Performance Bonus: Tied to EBIT targets (Threshold: 30% of salary; Target: 50%; Maximum: 80%).
Material Changes
The primary material change is the renewal of the President's employment contract for a three-year term ending December 31, 2028. This supersedes the previous agreement that expired at the end of 2025.
Outlook, Risks, and Contingencies
Termination Provisions:
- For Cause: Entitles the executive only to accrued and unpaid base salary.
- Without Cause: Entitles the executive to 12 months of base salary continuation and any accrued prior-year bonus, contingent on a general release of claims.
- Change of Control: If terminated without cause within 30 days prior to or 180 days after a Change of Control, the executive receives a cash payment equal to 2.5 times the sum of annual base salary and the average cash bonus of the preceding three years, subject to Section 280G tax limitations.
Risks: The filing notes that the summary is qualified by the full text of the agreement filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the exact number of restricted shares granted by dividing $1,100,000 by the closing stock price on the grant date.
- Review Exhibit 10.1 for the specific definition of "Cause" and "Change of Control."
- Confirm the specific EBIT thresholds required to trigger the 30%, 50%, and 80% bonus tiers for fiscal years 2026-2028.
- Assess the impact of the $1,100,000 equity grant on total shareholder dilution.