
~~(1)~~Name			~~Each director who is not an employee~~			Number of Designer Brands Inc. and who does not otherwise receive compensation (including severance) from Designer Brands Inc. was granted stock units on May 16, 2018. The amounts reported in the “Stock Awards” column represent the full grant date fair value for financial statement reporting purposes,Stock Units Outstanding as ~~provided by ASC 718 (determined by the closing price~~ of ~~Designer Brands Inc. Class A common stock on the date of grant). Messrs. Joseph Schottenstein and Sonnenberg, and Mmes. Lau and Zaiac elected to have the shares distributable within~~ January 30, ~~days of the grant date. The remaining directors have elected to settle the units upon leaving the Board of Directors.~~

2021 (1)
~~(2)~~Peter S. Cobb			For calendar year 2018, Mr. Cobb elected to defer his retainer into the Designer Brands Inc. Nonqualified Deferred Compensation Plan. The aggregate deferred compensation earnings in the fiscal year are not reflected in the above table because the earnings were neither preferential nor above-market. The amount is reflected in the “Fees Earned or Paid in Cash” column. Ms. Singh-Bushell joined the Board of Directors in September 2018 and elected to defer her retainer into the Designer Brands Inc. Non-Qualified Deferred Compensation Plan. The aggregate deferred compensation earnings in the fiscal year are not reflected in the above table because the earnings were neither preferential nor above-market. The amount is reflected in the “Fees Earned or Paid in Cash” column. The provisions of the Nonqualified Deferred Compensation Plan are described above in the section entitled Nonqualified Deferred Compensation Plan.

46,315
~~(3)~~Elaine J. Eisenman			Mr. Cobb, Ms. Lau, and Mr. Sonnenberg received $30,000, $30,000, and $40,000 in fees respectively for service on a special committee of the Board of Directors to explore engagement with an investment banking firm in connection with Designer Brands Inc.’s consideration of certain merger and acquisition opportunities.

103,141
~~(4)~~Joanna T. Lau	~~Beginning in the first quarter of fiscal 2013, Mr.~~	48,813
Joseph A. Schottenstein elected to receive payment of all fees in the form of stock awards and continued this election in fiscal 2018. The value of the awards is reflected in the "Fees Earned or Paid in Cash" column. The total number of shares granted were 3,437. The quarterly number of shares granted was based on the closing stock price on the day of grant rounded to the nearest whole share.		1,531
Ekta Singh-Bushell		35,012
Harvey L. Sonnenberg		59,135
Allan J. Tanenbaum		139,339
Joanne Zaiac		5,440

(1) Amounts listed include accumulated dividend equivalent units.

PROPOSAL 23 — ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

At the Company’s 2017 Annual Meeting of Shareholders, pursuant to Section 14A of the Exchange Act, our shareholders held an advisory “say-on-frequency” vote regarding the frequency with which the advisory “say-on-pay” vote on executive compensation should be held. The shareholders voted to hold the “say-on-pay” vote each year, and consistent with that vote, the Board of Directors resolved to hold the advisory vote each year. The next vote on the frequency of the “say-on-pay” vote will be held in 2023.

At the ~~2018~~ 2020 Annual Meeting of Shareholders, an overwhelming majority ~~(98.4%~~(99.2%) of the votes cast on the advisory “say-on-pay” vote on executive compensation were voted in favor of the proposal. The Compensation Committee viewed the vote as a strong expression of our shareholders’ general satisfaction with the Company’s current executive compensation programs. As a result, the Compensation Committee decided that it was not necessary to implement material changes to our executive compensation ~~programs.~~programs specifically in response to the 2020 “say-on-pay” vote. However, due to unprecedented challenges and uncertainties as a result of COVID-19, we implemented material changes to our executive compensation programs during 2020. See page 33 of the CD&A section for additional information pertaining to these changes.

In accordance with Section 14A of the Exchange Act, the Company asks that you indicate your approval of the compensation paid to our ~~Named Executive Officers~~NEOs as described in this ~~Proxy Statement~~proxy statement in the ~~Compensation Discussion and Analysis,~~CD&A, compensation tables, and narratives included elsewhere in this ~~Proxy Statement.~~proxy statement.

Because your vote is advisory, it will not be binding on the ~~Board of Directors.~~Board. However, the Board ~~of Directors~~ and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

~~As described in the Compensation Discussion and Analysis, the Company’s objectives for its executive compensation program are as follows:~~

~~Attract and retain highly talented, experienced retail executives who can make significant contributions to our long-term business success;~~

~~Reward executives for achieving business goals and delivering strong performance; and~~

~~Align executive incentives with shareholder value creation.~~

Based on the objectives described above, the Committee has structured Designer Brands Inc.’s executive compensation programs primarily to motivate executives to achieve the business goals established by Designer Brands Inc. and reward executives for meeting business goals and delivering strong performance as measured against those business goals.

For the reasons discussed ~~above and~~ in this ~~Proxy Statement,~~proxy statement, the Board ~~of Directors~~ recommends that shareholders vote to approve the following resolution:

“RESOLVED, that the 2020 compensation of the Named Executive Officers of the Company, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in this ~~Proxy Statement,~~proxy statement, is approved.”

Vote Required

Under our Code of Regulations, approval of this proposal requires the affirmative vote of the holders of the greater of (i) a majority of the shares required to constitute a quorum for such meeting, in which case broker non-votes have the effect of votes “Against” the proposal, and (ii) a majority of the shares voted on such proposal, in which case broker non-votes are disregarded and have no effect on the outcome of the vote. Abstentions will be counted as represented and entitled to vote and will therefore have the effect of a vote “Against” the proposal.

Your Board of Directors unanimously recommends a vote “FOR” the approval of the resolution relating to the compensation of our Named Executive Officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Procedures for Review of Related Party Transactions

Our Board ~~of Directors~~ has adopted a written related party transaction policy, which provides that our Audit Committee will review and approve potential related party transactions, arrangements, or relationships ~~between~~involving us and a related person, as described below. A copy of the related party transaction policy can be found at our corporate and investor website at www.designerbrands.com and is available in print (without charge) to any shareholder upon request. The related party transaction policy provides for the review, approval or ratification of any “related person transaction” that we are required to report under SEC rules and regulations.

For purposes of this policy, a “related person transaction” is any transaction, or a series of similar transactions, which is currently proposed or has been in effect at any time since the beginning of the last fiscal year, in which the Company or any of its subsidiaries, was, or is proposed to be, a participant, and in which any of the following persons (each, a “related person”) has or will have a direct or indirect material interest:


~~(1)~~	~~any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director, director nominee or executive officer of the Company;~~


~~(2)~~	~~a shareholder of the Company who owns more than five percent (5%) of any class of the Company’s voting securities;~~


~~(3)~~	~~a member of the immediate family of any person described in (1) or (2) above; and~~


~~(4)~~	~~an entity in which any person described in (1), (2) or (3) above has a greater than ten percent (10%) equity interest.~~

(1)any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director, director nominee, or executive officer of the Company;

(2)a shareholder of the Company who owns more than five percent (5%) of any class of the Company’s voting securities;

(3)a member of the immediate family of any person described in (1) or (2) above; and

(4)an entity in which any person described in (1), (2), or (3) above has a greater than ten percent (10%) equity interest.

In determining whether to approve a related person transaction, the Audit Committee considers the following factors, to the extent relevant:

•Is the transaction in the normal course of the Company’s business?

•Are the terms of the transaction fair to the Company?

•Are the terms of the transaction commercially reasonable? Are the terms of the transaction substantially the same as the terms that the Company would be able to obtain in an arm’s-length transaction with an unrelated third party?

•Has the Company obtained an independent appraisal or completed a financial analysis of the transaction? If so, what are the results of such appraisal or analysis?

•Is the transaction in the best interests of the Company and the Company’s shareholders?

•Would the transaction impair a director’s independence in the event that the related person is an independent director?

Based on an analysis of these factors (and other additional factors that the Audit Committee may deem relevant based on the circumstances), the Audit Committee takes formal action to either approve or reject the related person transaction.

Schottenstein Stores Corporation and Affiliates

General

As of March ~~29, 2019,~~26, 2021, Jay L. Schottenstein, the Executive Chairman of Designer Brands Inc., beneficially owned approximately ~~11,156,336~~ 12,434,859 Designer Brands Inc. Class A Common Shares and approximately 7,720,154 Designer Brands Inc. Class B Common Shares. Mr. Schottenstein serves as chairman of Schottenstein Stores Corporation (“SSC”) and other affiliated entities of SSC. For fiscal ~~2018~~,2020, we paid approximately ~~$15.1~~$14.3 million in total fees, rents, and expenses to SSC and its affiliates.

In the ordinary course of business, we have entered into a number of agreements with SSC and its affiliates relating to our business and our relationship with these companies, the material terms of which are described below. We believe that each of the agreements entered into with these entities is on terms at least as favorable to us as could be obtained in an arm’s-length transaction with an unaffiliated third party. In the event that we desire to enter into any agreements with SSC or any of our directors, officers, or other affiliates in the future, in accordance with Ohio law, any contract, action, or other transaction between or affecting us and one of our directors or officers or between or affecting us and any entity in which one or more of our directors or officers is a director, trustee, or officer or has a financial or personal interest, will either (i) be approved by the shareholders, a majority of the disinterested members of our Board of Directors, or a committee of our Board of Directors that authorizes such contracts, action or other transactions or (ii) be fair to us as of the time our directors, a committee of our directors, or our shareholders approve the contract, action or transaction. In addition, any transactions with directors, officers

or other affiliates will be subject to requirements of the Sarbanes-Oxley Act and other SEC rules and regulations, as well as to our written related party transaction policy described above.

Management Agreement

On November 1, 2012, we entered into a management agreement (the “Management Agreement”) with Schottenstein Property Group, LLC (“SPG”), an affiliate of SSC, pursuant to which SPG provides management, operation, repair, maintenance, replacement, and supervision services with respect to Designer Brands Inc.’s corporate headquarters and Columbus distribution center. SPG previously managed the properties prior to Designer Brands Inc.’s purchase on November 1, 2012. As compensation, ~~Designer Brands Inc.~~the Company pays SPG 4% of rents collected from lessees of certain portions of the properties, plus reimbursement for certain costs pursuant to the Management Agreement. Under this agreement, we incurred approximately $0.2 million of expense for fiscal ~~2018.~~2020. Mr. Joseph Schottenstein, a member of the ~~Designer Brands Inc.~~ Board, ~~of Directors,~~ is an executive officer of SPG.

Leases and Subleases

Fulfillment Center. In fiscal 2007, we entered into a lease for a fulfillment center for dsw.com adjacent to our existing home office in Columbus, Ohio, and this agreement was amended in fiscal 2016. The landlord is an affiliate of SSC. Under the amended lease, the term expires in September 2022 and has two renewal options with terms of five years each. Under this agreement, we incurred approximately ~~$3.2~~$3.5 million of expense for fiscal ~~2018~~2020 (includes rent, real estate taxes, insurance, and ~~CAM)~~common area maintenance (CAM).

Utilities. In connection with our lease for the fulfillment center (described above), we incurred approximately ~~$1.1~~$0.9 million of expense related to the payment of utilities to the landlord in fiscal ~~2018.~~2020. The landlord of this facility is an affiliate of SSC.

DSW stores. As of ~~February 2, 2019,~~January 30, 2021, we leased or subleased 16 DSW stores from affiliates of SSC. We incurred approximately ~~$6.8~~$6.7 million of rent and approximately ~~$1.3~~$1.4 million of other expense (real estate taxes, maintenance, and insurance) related to these leases for fiscal ~~2018.~~2020. In addition to these charges, for each lease, we also pay percentage rent equal to approximately 2% annually of gross sales that exceed specified breakpoints that increase as the minimum rent increases. These leases have terms expiring between ~~October 2020~~July 2021 and November 2029 and generally have two or three renewal options of five years each.

Agreement for Media Services

We receive media services for our stores from Retail Entertainment Design (“RED”), an affiliate of SSC. The agreement provides for media services such as digital music, video services, and other related services. For fiscal ~~2018,~~2020, we paid approximately ~~$0.4~~$0.3 million to RED.

Consulting/Professional Services Agreement

We receive consulting/professional services from Charles Spicer, Inc., an affiliate of SSC. The consulting/professional services include, among other things, strategic planning, financial matters, risk analysis and management, mergers, acquisitions, business development, and general corporate, operational, and organizational matters. For fiscal ~~2018,~~2020, we paid approximately $0.3 million to Charles Spicer, Inc.

Corporate Services Agreement with SSC

We receive services from SSC pursuant to a Corporate Services Agreement between us and SSC. The agreement sets forth the costs of shared services, including specified legal, travel expense, and administrative services. For fiscal ~~2018,~~2020, our allocated portion of the amount we paid to SSC was approximately ~~$0.3~~$0.7 million.

Registration Rights Agreements

We entered into a registration rights agreement with SSC and its affiliated companies, under which we agreed to register in specified circumstances the Class A Common Shares that they hold. Under this agreement, SSC (together with transferees of at least 15% of its interest in registrable Designer Brands Inc. Common Shares) may request up to three demand registrations. The agreement will also grant SSC the right to include these Class A Common Shares in an unlimited number of other registrations of any of our securities initiated by us or on behalf of our other shareholders (other than a demand registration made under the agreement).

~~SB360 Capital Partners Liquidation of Assets~~

In 2018, we entered into two transactions with SB360 Capital Partners, LLC (“SB360”), an affiliate of SSC, to assist in negotiating the terms of liquidating the assets of Ebuys, Inc., and the Town Shoes banner. For fiscal 2018, we paid approximately $0.9 million to SB360 in connection with these transactions.

Provisions of Our ~~Amended~~ Articles ~~of Incorporation~~ Governing Corporate Opportunities and Related Party Transactions

SSC is engaged in the same or similar activities or lines of business as we are and has interests in the same areas of corporate opportunities. Summarized below are provisions in our ~~amended articles~~Amended Articles of ~~incorporation~~Incorporation that govern conflicts, corporate opportunities, and related party transactions.

Conflicts / Competition. SSC and its affiliates have the right to engage in the same businesses as we do, to do business with our suppliers and customers, and to employ any of our officers or employees.

Corporate Opportunities. In the event that SSC or any director or officer of SSC who is also one of our directors or officers learns about a potential transaction or business opportunity which we are financially able to undertake, which is in our line of business, which is of practical advantage to us and in which we have an interest or a reasonable expectancy, but which may also be appropriate for SSC, our ~~amended articles of incorporation~~Articles provide:

•If SSC learns about a corporate opportunity, it does not have to tell us about it and it is not a breach of any fiduciary duty for it to pursue such corporate opportunity for itself or to direct it elsewhere.

•If one of our directors or officers who is also a director or officer of SSC learns about a corporate opportunity, he or she shall not be liable to us or to our shareholders if SSC pursues the corporate opportunity for itself, directs it elsewhere, or does not communicate information about the opportunity to us, if such director or officer acts in a manner consistent with the following policy:

•If the corporate opportunity is offered to one of our officers who is also a director but not an officer of SSC, the corporate opportunity belongs to us unless it was expressly offered to the officer in writing solely in his or her capacity as a director of SSC, in which case it belongs to SSC.

•If the corporate opportunity is offered to one of our directors who is not an officer of Designer Brands Inc., and who is also a director or officer of SSC, the corporate opportunity belongs to us only if it was expressly offered to the director in writing solely in his or her capacity as our director.

•If the corporate opportunity is offered to one of our officers, whether or not such person is also a director, who is also an officer of SSC, it belongs to us only if it is expressly offered to the officer in writing solely in his or her capacity as our officer or director.

Related Party Transactions. We may, from time to time, enter into contracts or otherwise transact business with SSC, our directors, directors of SSC, or organizations in which any of such directors has a financial interest. Such contracts and transactions are permitted if:

•the relationship or interest is disclosed or is known to the Board ~~of Directors~~ or the committee approving the contract or transaction, and the Board ~~of Directors~~ or committee, in good faith reasonably justified by the facts, authorizes the contract or transaction by the affirmative vote of a majority of the directors who are not interested in the contract or transaction;

•the relationship or interest is disclosed or is known to the shareholders, and the shareholders approve the contract or transaction by the affirmative vote of the holders of a majority of the voting power of the Company held by persons not interested in the contract or transaction; or

•the contract or transaction is fair at the time it is authorized or approved by the Board, ~~of Directors,~~ a committee of the ~~board of directors,~~Board, or the shareholders.

American Eagle Outfitters

Jay L. Schottenstein also serves on the Board of Directors and as Chairman and Chief Executive Officer of American Eagle Outfitters, Inc. (NYSE: AEO) (“AEO”). For fiscal ~~2018,~~2020, we paid AEO approximately ~~$0.8~~$0.1 million in exchange for inventory.

~~Fit Step Pro~~

~~Jay L. Schottenstein also has an ownership interest in Fit Step Pro LLC (“FSP”). For fiscal 2018, we paid FSP approximately $0.3 million in exchange for certain inventory and royalties.~~

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

~~Green Growth~~The following table sets forth information with respect to the only persons known to us to own beneficially more than five percent of our outstanding Class A or Class B Common Shares as of March 26, 2021, unless as otherwise specified:


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned				Percentage of Shares Beneficially Owned		Percentage of Combined Voting Power of All Classes of Common Shares
	Class A		Class B	(1)		Class A		Class B
Jay L. Schottenstein
4300 East Fifth Avenue
Columbus, OH 43219	12,434,859	(2)	7,720,154	(2)		17.0%	99.8%		52.3%
Schottenstein RVI, LLC
4300 East Fifth Avenue
Columbus, OH 43219	7,928,117	(2)	7,298,593	(2)		11.0%	94.4%		46.6%
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055	10,264,219	(3)	—			15.8%	—		8.1%
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355	6,406,938	(4)	—			9.9%	—		5.1%
Investment Counselors of Maryland, LLC
300 East Lombard Street, Suite 810
Baltimore, MD 21202	3,872,764	(5)	—			6.0%	—	3.1%

(1)Each Class B Common Share of Designer Brands Inc. is exchangeable into one Class A Common Share.

~~An affiliate of Jay L.~~(2)Mr. Schottenstein beneficially owns ~~approximately 20%~~12,434,859 Class A Common Shares of ~~Green Growth Brands, LLC (“GGB”). Since the beginning of fiscal 2018, we have ordered approximately $0.7 million worth of inventory from GGB.~~

~~Town Shoes~~

~~General~~

As of May 10, 2018, we owned a 46.3% equity interest in Town Shoes Limited (now known as Designer Brands Canada Inc.) (“Town Shoes”), with the ownership interest providing 50% voting control and board representation. Executive officers Roger Rawlins and William Jordan served on Town Shoes’ board of directors, and William Jordan served as President of Town Shoes from May 2018 to January 2019. On May 10, 2018, we purchased the remaining outstanding equity of Town Shoes, and as of February 2, 2019, we own a 100% equity interest in Town Shoes. Prior to the completion of our purchase, Town Shoes paid us approximately $2 million in exchange for certain inventory, fees, and services.

~~Management Agreement~~

In 2016, we entered into a management agreement with Town Shoes, under which we provide certain information technology and management services to Town Shoes. For fiscal 2018, prior to the completion of our purchase, Town Shoes paid us approximately $0.3 million pursuant to that agreement.

~~Town Shoes Inventory Purchase~~

In 2016, we entered into a transaction for the sale of footwear to Town Shoes. For fiscal 2018, prior to the completion of our purchase, Town Shoes paid us approximately $1.3 million pursuant to that transaction.

~~IT Services~~

~~Beginning in 2016,~~ Designer Brands Inc. ~~provided~~in the aggregate. This includes (i) 26,100 Class A Common Shares held by the Jerome Schottenstein Fund A Revocable Trust, of which Mr. Schottenstein acts as co-trustee and has shared power to vote and dispose of such shares; (ii) 628,153 shares held by the Jay Schottenstein Revocable Trust 2009, of which Mr. Schottenstein is trustee and has sole power to vote and dispose of such shares; (iii) 63,754 shares held by the Lori Schottenstein 1984 Subchapter S Trust, of which Mr. Schottenstein is co-trustee and has shared power to vote and dispose of such shares; (iv) 56,814 shares held by the Saul Schottenstein Subchapter Trust #4, of which Mr. Schottenstein is trustee and has sole power to vote and dispose of such shares; (v) 236,528 Class A Common Shares held by Schottenstein SEI, LLC (SSEI); (vi) 1,273,099 shares held by Schottenstein Realty, LLC, of which Mr. Schottenstein is a member by virtue of various family trusts, a director, Chairman and Chief Executive Officer and has shared power to vote and dispose of such shares; (vii) 540,297 Class A Common Shares that Mr. Schottenstein has a right to purchase within 60 days of March 26, 2021; (viii) 629,524 Class A Common Shares held by Schottenstein RVI, LLC (Schottenstein RVI) (Mr. Schottenstein is manager of Schottenstein RVI); and (ix) 1,260,436 Class A Common Shares held by Ann S. Deshe, Susan S. Diamond, their spouses, and certain of their lineal descendants and affiliates (the Deshe/Diamond Affiliates), of which Mr. Schottenstein has sole voting power with respect to such shares, pursuant to a share exchange agreement with the Deshe/Diamond Affiliates and other parties thereto (the Deshe/Diamond Share Exchange).

Also included in the aggregate number of Class A Common Shares that Mr. Schottenstein beneficially owns are the following Class B Common Shares that may be converted into Class A Common Shares on a one-for-one basis at any time: (i) 71,905 Class B Common Shares held by the Jay Schottenstein Revocable Trust 2009; (ii) 349,656 Class B Common Shares held by SSEI; and (iii) 7,298,593 Class B Common Shares held by Schottenstein RVI.

(3)Based solely upon information contained in the Schedule 13G filed with the SEC on January 25, 2021, as of December 31, 2020, BlackRock Inc. has sole voting power over 9,973,437 shares and sole dispositive power over 10,264,219 shares.

(4)Based solely upon information contained in Amendment No. 10 to Schedule 13G filed with the SEC on February 10, 2021, as of December 31, 2020, The Vanguard Group, an investment adviser registered under Section 203 of the Investment

Advisers Act of 1940, has sole voting power over 0 shares, shared voting power over 58,412 shares, sole dispositive power over 6,309,308 shares, and shared dispositive power over 97,630 shares.

(5)Based solely upon information contained in the Schedule 13G filed with the SEC on February 12, 2021, as of December 31, 2020, Investment Counselors of Maryland, LLC has sole voting power over 2,605,803 shares, shared voting power over 1,266,961 shares and sole dispositive power over 3,872,764 shares, and shared dispositive power over 0 shares.

The information with respect to beneficial ownership is based upon information furnished by the shareholder or information contained in filings made with the SEC.

Security Ownership of Management and Directors

The following table sets forth, as of March 26, 2021, information with respect to our Class A and Class B Common Shares owned beneficially by each director and named executive officer individually, and by all directors and executive officers as a group:


	Number of Shares Beneficially Owned(1)(2)		Percentage of Shares Beneficially Owned(3)		Percentage of Combined Voting Power of All Classes of Common Shares
Name	Class A	Class B	Class A	Class B
Peter S. Cobb	46,315	—	*	—	*
Elaine J. Eisenman	118,710	—	*	—	*
Deborah L. Ferrée	1,156,443	—	1.8%	—	*
William L. Jordan	450,182	—	*	—	*
Joanna T. Lau	98,766	—	*	—	*
Jared A. Poff	127,656	—	*	—	*
Roger L. Rawlins	752,683	—	1.2%	—	*
Jay L. Schottenstein(4)	12,434,859	7,720,154	17.0%	99.8%	52.3%
Joseph A. Schottenstein(5)	1,401,046	—	2.2%	—	*
Ekta Singh-Bushell	35,012	—	*	—	*
Harvey L. Sonnenberg	61,909	—	*	—	*
Allan J. Tanenbaum(6)	178,536	—	*	—	*
Mary Turner	6,609	—	*	—	*
Joanne Zaiac	40,198	—	*	—	*
All directors and executive officers as a group (16 persons)	15,670,604	7,720,154	20.8%	99.8%	53.9%

* Represents less than 1% of outstanding Common Shares.

(1) Each Class B Common Share of Designer Brands Inc. is exchangeable into one Class A Common Share.

(2) Except as otherwise noted, the persons named in this table have sole power to vote and dispose of the shares listed. The table includes the following number of Designer Brands Inc. Class A Common Shares as to which the named person has the right to acquire beneficial ownership upon the options exercisable and restricted stock units vesting within 60 days of March 26, 2021, and upon the payment of vested deferred share units on a one-for-one basis upon retirement from the Board within 60 days of March 26, 2021.


Beneficial Owner	Stock Options Exercisable within 60 days of March 26, 2021	Share Units Vesting within 60 days of March 26, 2021
Peter S. Cobb	—	46,315
Elaine J. Eisenman	—	103,141
Deborah L. Ferrée	934,190	—
William L. Jordan	303,079	—
Joanna T. Lau	—	48,813
Jared A. Poff	57,405	—
Roger L. Rawlins	455,898	—
Jay L. Schottenstein	540,297	—
Joseph A. Schottenstein	—	—
Ekta Singh-Bushell	—	35,012
Harvey L. Sonnenberg	—	59,135
Allan J. Tanenbaum	—	139,339
Mary Turner	—	3,643
Joanne Zaiac	—	5,440
All directors and executive officers as a group (16 persons)	2,302,309	440,838

(3) The percentage is based upon 64,772,603 Designer Brands Inc. Class A Common Shares and 7,732,786 Designer Brands Inc. Class B Common Shares outstanding on March 26, 2021, plus the number of shares a person has the right to acquire within 60 days of March 26, 2021.

(4) Please see footnote (2) to the table above under “Security Ownership of Certain Beneficial Owners” for additional information ~~technology services~~about Mr. Schottenstein’s beneficial ownership.

(5) Includes 1,273,099 shares held by Schottenstein Realty, LLC, of which Mr. Schottenstein is an Executive Vice President and has shared power to ~~Town Shoes. For~~vote and dispose of such shares, and 31,050 shares held by various family trusts of which Mr. Schottenstein is co-trustee and has shared power to vote and dispose of such shares.

(6) Mr. Tanenbaum pledged 27,746 shares as security for a line of credit in fiscal ~~2018, prior~~2016.

The foregoing information with respect to beneficial ownership is based upon information furnished by each director or executive officer, or information contained in filings made with the SEC.

Equity Compensation Plan Information

The following table sets forth additional information, as of January 30, 2021, about our Class A common shares that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements, divided between plans approved by our shareholders and plans or arrangements not submitted to our shareholders for approval. The information includes the number of shares covered by, and the weighted average exercise price of, outstanding options, warrants and other rights and the number of shares remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options, warrants and other rights.


	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)(2)(3)	(b) Weighted-average exercise price of outstanding options, warrants and rights(2)		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3)
Equity compensation plans approved by security holders	10,632,284	$	25.54	9,183,478
Equity compensation plans not approved by security holders	N/A	N/A		N/A
Total	10,632,284	$	25.54	9,183,478

N/A - Not applicable

(1) DSW Inc. 2005 Equity Incentive Plan.

(2) Includes 3,208,252 shares issuable pursuant to the ~~completion~~exercise of outstanding stock options, 6,445,027 shares issuable pursuant to restricted stock units, 540,279 shares issuable pursuant to performance-based restricted stock units and 438,726 shares issuable pursuant to director stock units. Since the restricted stock units, performance-based restricted stock units and director stock units have no exercise price, they are not included in the weighted average exercise price calculation in column (b).

(3) Designer Brands Inc. 2014 Equity Incentive Plan, as amended and restated.

VIRTUAL MEETING INFORMATION

Attending the Virtual 2021 Annual Meeting

Due to concerns relating to the COVID-19 outbreak, and for the safety of our ~~purchase, Town Shoes paid us approximately $0.4 million pursuant~~shareholders and employees, the 2021 Annual Meeting will be a virtual-only meeting conducted exclusively by live audio cast. There will not be a physical location for our 2021 Annual Meeting, and you will not be able to ~~those services.~~

~~INDEPENDENT PUBLIC ACCOUNTANTS~~attend in person. We believe that the virtual platform provides greater shareholder participation, as shareholders can virtually attend the 2021 Annual Meeting regardless of their physical location.

~~We engaged Deloitte & Touche LLP as our independent registered public accounting firm to audit our consolidated financial statements for~~To participate in the virtual meeting, please visit ~~fiscal 2018. Services provided by Deloitte & Touche LLP for each of~~ ~~fiscal 2018~~www.virtualshareholdermeeting.com/DBI2021 and ~~fiscal 2017~~enter the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. Accordingly, only authenticated shareholders who owned shares of our Common Stock as of the close of business on April 1, 2021 will be able to participate in the 2021 Annual Meeting. You may begin to log into the meeting platform beginning at 10:45 a.m. Eastern Time on Thursday, May 27, 2021. The meeting audio cast will begin promptly at 11:00 a.m. Eastern Time on May 27, 2021.

The virtual meeting platform is fully supported across browsers running the most updated version of applicable software and plug-ins. Please ensure that you have a strong Wi-Fi connection wherever you intend to participate in the ~~related fees are described under the caption “Audit and Other Service Fees” of this Proxy Statement. Our Audit Committee is directly responsible~~meeting. Please also give yourself sufficient time to log-in, allow ample time for the ~~appointment, compensation, retention, termination,~~check-in procedures, and ~~oversight of~~ensure you can hear the ~~work of~~streaming audio before the ~~independent auditors,~~meeting starts. Help and ~~has~~technical support for accessing and participating in the ~~sole responsibility to retain and replace our independent auditor. Our Audit Committee appointed~~ ~~Deloitte & Touche LLP~~ ~~as our independent registered public accounting firm for the fiscal year ending February 1, 2020.~~

~~We expect that representatives of Deloitte & Touche LLP will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and~~virtual meeting will be available by following the instructions on the virtual meeting website (see “Other Important Information” for additional details).

Shareholders will be able to ~~respond~~submit questions online during the 2021 Annual Meeting, and our CEO or General Counsel will answer shareholder questions during the live Q&A session.To ensure the meeting is conducted in a manner that is fair to ~~appropriate questions.~~all shareholders, the chair of the meeting may exercise broad discretion in recognizing shareholders who wish to participate, the order in which questions are asked, and the amount of time devoted to any one question. We will answer questions relevant to meeting matters that comply with the meeting rules of conduct during the 2021 Annual Meeting, subject to time constraints. However, we reserve the rights to exclude questions that are not pertinent to meeting matters or to edit profanity or other inappropriate language. Questions regarding personal matters or matters not relevant to meeting matters will not be answered. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions relevant to meeting matters that we do not have time to answer during the meeting will be posted to our website following the meeting. By virtually attending the 2021 Annual Meeting, shareholders agree to abide by the agenda and procedures for the 2021 Annual Meeting.

Voting at the Virtual 2021 Annual Meeting

You may vote online during the virtual 2021 Annual Meeting by following the instructions provided at www.virtualshareholdermeeting.com/DBI2021. Please have your Notice, proxy card, or voting instruction form available when you access the virtual meeting website.

We encourage shareholders to vote before the 2021 Annual Meeting. Most shareholders have a choice of voting before the 2021 Annual Meeting by proxy over the Internet, by telephone, or by using a traditional proxy card or voting instruction form. Refer to the Notice or your proxy card or voting instruction form to see which options are available to you and how to use them. The Internet and telephone voting procedures are designed to authenticate shareholders’ identities and to confirm that their instructions have been properly recorded.

Other Important Information

Although the live audio cast is available only to Designer Brands Inc.’s shareholders as of the record date, a replay of the meeting will be made available on our website after the meeting and will remain available for approximately 30 days following the meeting. If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted on the virtual meeting log-in page. Technical support will be available starting at 10:45 a.m. Eastern Time and until the meeting has finished.

OTHER MATTERS

Shareholder Director Nominees

The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders for the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”), provided that the recommendation is submitted in writing, between February 26, 2022 and March 28, 2022, to Designer Brands Inc., 810 DSW Drive, Columbus, Ohio 43219, Attention: Corporate Secretary. If the date of the 2022 Annual Meeting of Shareholders is advanced or delayed by more than 30 days from the first anniversary of the date of the 2021 Annual Meeting, or in the case of a special meeting of shareholders, nominations for director must be received by our Corporate Secretary within seven days after we mail or otherwise provide public notice of the meeting.

Each such submission must include:

As to the nominee:

•name, age, business address, and residence address;

•principal occupation or employment;

•the class and number of Designer Brands Inc. shares beneficially owned; and

•any other information relating to the nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As to the shareholder giving the notice:

•name and record address;

•the class and number of Designer Brands Inc. shares beneficially owned;

•a representation that the shareholder is a holder of record of shares of Designer Brands Inc. entitled to vote at such meeting;

•a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; and

•a description of all arrangements or understandings between the shareholder and such nominee, and any other persons, pursuant to which the nomination or nominations are to be made by the shareholder.

Such notice shall be accompanied by a consent signed by the nominee evidencing a willingness to serve as a director, if nominated and elected, and a commitment by the nominee to meet personally with the Nominating and Corporate Governance Committee members.

Shareholder Proposals Pursuant to Rule 14a-8

In order to be considered for inclusion in the Company’s proxy materials distributed to shareholders prior to the 2022 Annual Meeting, ~~of Shareholders in 2020,~~ a shareholder proposal in compliance with Rule 14a-8 under the Exchange Act must be received by Designer Brands Inc. no later than December ~~14, 2019.~~10, 2021. Written requests for inclusion should be addressed to: Corporate Secretary, 810 DSW Drive, Columbus, Ohio 43219. It is suggested that you mail your proposal by certified mail, return receipt requested.

Shareholder Proposals Other Than Pursuant to Rule 14a-8

In order for proposals of shareholders made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by our Corporate Secretary at the above address by February 27, 2020. Our Code of Regulations also provides that nominations for director may only be made by the Board of Directors (or an authorized Board committee) or by a shareholder of record entitled to vote who sends notice to our Corporate Secretary not fewer than 60 nor more than 90 days before the anniversary date of the previous year’s annual meeting of shareholders. Any nomination by a shareholder must comply with the procedures specified in our Code of Regulations. To be eligible for consideration at the ~~2020~~ ~~Annual Meeting, any nominations for director must be received by our Corporate Secretary between February~~ 23, 2020 and March 24, 2020. If the date of the annual meeting of shareholders is advanced or delayed by more than 30 days from the first anniversary of the date of the previous year’s annual meeting of shareholders, or in the case of a special meeting of shareholders, nominations for director must be received by our Corporate Secretary within 7 days after we mail or otherwise provide public notice of the meeting. This advance notice period is intended to allow all shareholders an opportunity to consider any nominees expected to be considered at the meeting.2022.

Shareholder Communications to the Board of Directors

Shareholders and interested parties may communicate with the Board ~~of Directors~~or individual directors (including the non-management or independent directors as a group) ~~or individual directors~~ directly by writing to the directors in care of our Corporate Secretary, 810 DSW Drive, Columbus, Ohio 43219, in an envelope clearly marked “shareholder communication.” Such communications will be provided promptly and, if requested, confidentially to the respective directors.

General Information

A copy of the Form 10-K for the fiscal year ended ~~February 2, 2019,~~January 30, 2021, as filed with the SEC, will be sent to any shareholder without charge upon written request, addressed to the Investor Relations Department, 810 DSW Drive, Columbus, Ohio 43219.

Management ~~knows~~is not aware of noany other business ~~which may be~~being properly brought before the ~~2019~~2021 Annual ~~Meeting of Shareholders.~~Meeting. However, if any other matters shall properly come before such meeting, it is the intention of the persons named in the form of proxy to vote such proxy in accordance with their best judgment on such matters.

It is important that proxies be returned promptly. Therefore, whether or not you expect to virtually attend the 2021 Annual Meeting, ~~of Shareholders in person,~~ you are urged to complete and submit your proxy.

Householding

~~Safe Harbor Statement~~Shareholders who share the same last name and address will receive one package containing a separate Notice for each individual shareholder at that address. Shareholders who have elected to receive paper copies and who share the same last name and address will receive only one set of our Annual Report on Form 10-K and proxy statement, unless such shareholders have notified us that they wish to continue receiving multiple copies. This method of delivery, known as “householding,” will help ensure that shareholder households do not receive multiple copies of the same document, helping to reduce our printing and postage costs, as well as saving natural resources.

If you hold our stock certificates or have book-entry shares at Computershare, you can opt out of the householding practice and receive prompt delivery of a separate copy of the materials by calling 1-866-540-7095 (toll-free) from the U.S. and Canada, or 1-312-360-5129 from other countries, or by writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. If you would like to opt out of this practice and you are a beneficial holder, please contact your bank or broker.

If you are receiving multiple copies of proxy materials at your household and would prefer to receive a single copy of these materials, please contact Computershare at the above numbers or address. If you are a beneficial holder, please contact your bank or broker.

Forward-Looking Statements

Certain statements in this proxy statement may constitute forward-looking statements ~~and are made pursuant to~~within the ~~safe harbor provisions~~meaning of the Private Securities Litigation Reform Act of 1995. ~~You can identify these~~These forward-looking statements by the use of forward-looking words such as "believes," "expects," "potential," "continues," "may," "will," "should," "would," "approximately," "intends," "plans," or the negative version of those words or other comparable words. These statements are based on ~~the Company's~~ current ~~views and~~ expectations and assumptions that involve ~~known~~risks and ~~unknown risks,~~ uncertainties and ~~other factors that may cause~~on information available to the Company as of the date hereof. The Company’s actual results performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to: our success in growing our store base and digital demand; risks related to our acquisitions of Camuto Group and Town Shoes, including the possibility that the anticipated benefits of the acquisitions are not realized when expected or at all; our ability to protect our reputation and to maintain the brands we license; maintaining strong relationships with our vendors, manufacturers and wholesale customers; our ability to anticipate and respond to fashion trends, consumer preferences and changing customer expectations; risks related to the loss or disruption of our distribution and/or fulfillment operations; continuation of agreements with and our reliance on the financial condition of Stein Mart; our ability to execute our strategies; fluctuation of our comparable sales and quarterly financial performance; risks related

to the loss or disruption of our information systems and data; our ability to prevent or mitigate breaches of our information security and the compromise of sensitive and confidential data; failure to retain our key executives or attract qualified new personnel; our reliance on our loyalty program and marketing to drive traffic, sales and customer loyalty; risks related to leases of our properties; our competitiveness with respect to style, price, brand availability and customer service; our reliance on foreign sources for merchandise and risks inherent to international trade, including escalating trade tensions between the U.S. and other countries, as well as U.S. laws affecting the importation of goods, such as recent tariffs imposed on Chinese goods imported to the U.S.; uncertainty related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing legislation, including the impact of the Tax Cuts and Jobs Act; uncertain general economic conditions; risks related to holdings of cash and investments and access to liquidity; and fluctuations in foreign currency exchange rates. Risks and other factors that could ~~cause our actual results to~~ differ materially from ~~our forward-looking statements are described~~those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in ~~the Company's~~its latest Annual Report on Form 10-K orand other ~~reports filed~~filings with the ~~Securities~~SEC, including, without limitation, the section entitled “Risk Factors” contained therein. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and ~~Exchange Commission. All~~can be identified by forward-looking ~~statements speak only~~words such as ~~of the time when made.~~“plans,” “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. The Company ~~undertakes no~~expressly disclaims any obligation or undertaking to ~~update~~disseminate any updates or ~~revise the~~revisions to any forward-looking ~~statements included in this press release~~statement contained herein to reflect any ~~future~~change in the Company’s expectations with regard thereto or any change in events, conditions or ~~circumstances.~~circumstances on which any such statement is based.



		~~By Order of the Board of Directors~~

		~~Michelle C. Krall~~
		~~Corporate Secretary~~



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1.Agenda		Board’s Voting Recommendation
Proposal 1	To elect four Class ~~III~~II directors, each to serve until the ~~2022~~2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

	ü FOR each director nominee
2.Proposal 2	To ~~hold an~~ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2022; and	ü FOR
Proposal 3	To approve, on a non-binding, advisory ~~vote for approval of~~basis, the compensation ofpaid to our named executive ~~officers; and~~officers in fiscal 2020, as reported in this proxy statement.	ü FOR


Registered Shareholders			If you hold shares through the Company’s transfer agent, Computershare Limited, please use one of the following options to vote by 11:59 p.m., Eastern Time on May 26, 2021: • By Internet — www.proxyvote.com • By Telephone — 800.690.6903 (dial toll-free 24/7) • By Mail — If you received a proxy card by mail, please mark, date, sign and return it in the postage-paid envelope furnished for that purpose.
Beneficial Owners			If you hold shares through your bank or brokerage account (i.e., in “street name”), please use one of the following options to vote by 11:59 p.m., Eastern Time on May 26, 2021: • By Internet — www.proxyvote.com • By Telephone — 800.690.6903 (dial toll-free 24/7) • By Mail — If you received a voting instruction form by mail, please mark, date, sign and return it in the postage-paid envelope furnished for that purpose.



			Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
~~PROXY STATEMENT~~P ROXY STATEMEN T SUMMARY			1
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~PROXY STATEMENT			28
PROPOSAL 1 — ELECTION OF DIRECTORS			69
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			1115
OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION			1216
ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE			23
AUDIT AND OTHER SERVICE FEES			1729
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30
AUDIT COMMITTEE REPORT			1831
COMPENSATION DISCUSSION AND ANALYSIS			2032
REPORT OF THE COMPENSATION COMMITTEE			3246
COMPENSATION ~~OF MANAGEMENT~~TABLES			3347
FISCAL YEAR ~~2018 DIRECTOR~~20 20 D IRECTOR COMPENSATION			4457
PROPOSAL 23 — ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			4558
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			4659
~~INDEPENDENT PUBLIC ACCOUNTANTS~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			5062
VIRTUAL MEETING INFORMATION			66
OTHER MATTERS			5167


NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS DESIGNER BRANDS INC.


			Meeting Date and Time Thursday, May 27, 2021 at 11:00 a.m. Eastern Time
			Meeting Location Due to concerns relating to the coronavirus pandemic (COVID-19), and to support the health and well-being of our shareholders and employees, Designer Brands Inc. will have a virtual-only annual shareholders’ meeting in 2021, conducted exclusively via live audio cast at www.virtualshareholdermeeting.com/DBI2021. There will not be a physical location for our 2021 Annual Meeting of Shareholders (our “2021 Annual Meeting”), and you will not be able to attend the meeting in person. See below for important information.


3.	~~To transact such other business as may properly come before the meeting~~ In addition, we will transact such other business as may properly come before the 2021 Annual Meeting or any adjournment, continuation, or postponement thereof.


Important notice regarding the availability of proxy materials for the 2021 Annual Meeting of Shareholders to be held on May 27, 2021: This Notice of Annual Meeting, the accompanying Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended January 30, 2021 are all available at www.proxyvote.com.


HOW TO ATTEND

:			To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/DBI2021 and enter the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

HOW TO VOTE


PROPOSALS REQUIRING YOUR VOTE
Your vote is very important to us and our business. Please cast your vote immediately on all of the proposals to ensure that your shares are represented.


						Board Recommendation
PROPOSAL 1 — Election of Class II Directors						FOR
The four Class II director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to management.


PROPOSAL 2 —Ratification of Appointment of Deloitte & Touche LLP						FOR
The Audit Committee approved the retention of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2021. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s selection of the independent auditor.
PROPOSAL 3 —Advisory Approval of Named Executive Officer Compensation						FOR
The Company’s executive compensation program is designed to create a direct linkage between shareholders’ interests and management, with incentives specifically tailored to the achievement of short- and long-term goals.


*						Executive Chairman of the Board
AC						Audit Committee
CC						Compensation Committee
NCGC						Nominating and Corporate Governance Committee
TC						Technology Committee
†						Committee Chair


Sustainability	Charitable Giving & Volunteering	Human Capital Management
We strive to make sustainable and responsible decisions every day —from energy use and waste to materials and suppliers.	We aim to strengthen our local communities through financial support, community engagement, and volunteer service.	One of our core strategies is to invest in and support our associates to differentiate our products and experiences in the competitive footwear market.


			•4 million pairs of shoes donated •3.7 million shoes diverted from landfills
•Hired a new director of diversity and inclusion •Perfect score on the Human Rights Campaign’s Corporate Equality Index •HRC’S Best Places to Work for LGBT Equality Index •Named Forbes’ “America’s Best Employers for Diversity” List in 2020
DBISUSTAINABILITY			•Since 2010, reduced energy consumption by 15-17% in stores through our energy management system •Almost all fixtures needed in 2021 are expected to be composed predominately of salvaged fixtures •As of March 2021, 38% of our stores have implemented LED lights for an average reduction in energy consumption of about 46%


Objectives
Attract and retain highly-qualified, experienced executives who can make significant contributions to our long-term business success.	Reward executives for achieving business goals and delivering strong performance.	Align executive incentives with shareholder value creation.


2020 Say-On-Pay
Over 99% of our shareholders voting on the 2020 Say-on-Pay proposal approved the compensation of our named executive officers.


What We Do			What We Don’t Do
ü Emphasis on “at-risk” pay: Heavily weigh at-risk over fixed pay, with significant portion of NEOs’ collective fiscal 2020 target compensation considered to be “at-risk.”			X We don’t guarantee annual salary increases or guarantee bonuses.
ü Retain meaningful stock ownership guidelines: Ownership guidelines align executives’ interests with those of shareholders.			X We don’t count pledged shares toward stock ownership guidelines.
ü Mitigate undue risk: We use caps on potential bonus payments, have a clawback policy applicable to compensation granted under our LTI plan, and maintain active oversight and risk management systems to mitigate risks.			X We don’t set metrics that the Committee believes would create undue risk.
ü Independent executive compensation consultant: The Committee retains an independent compensation consultant on matters surrounding executive and non-employee director pay and governance.			X We don’t grant stock options with an exercise price below 100% fair market value.
ü Apply conservative post-employment and change-in-control provisions: Executive officers are subject to the same provisions as the rest of the employee population that participates in long-term incentives.			X We don’t provide supplemental executive retirement plans or other retirement benefits to NEOs, other than a tax-qualified 401(k) plan available to all employees and a deferred compensation plan available to highly compensated employees.
ü Restrict pledging activity: All executive officers are subject to pre-clearance requirements and restrictions.			X We don’t permit hedging or short-sale transactions. All executive officers, Board members, and associates are prohibited from using financial instruments designed to hedge or offset a decrease in market value of DBI stock.
ü Receive strong shareholder support: Each year that we have held a “say-on-pay” advisory vote, more than 95% of the votes cast on the matter have been in favor of our compensation programs.			X We don’t include favorable impact from changes in tax law or stock buybacks when determining actual performance against financial measures in incentive plans, where applicable.
ü Regularly review share utilization: Management and the Board regularly evaluate share utilization levels by reviewing cost and the dilutive impact of stock compensation.			X We don’t reprice underwater stock options.
ü Limited perquisites: During fiscal 2020, perquisites were limited to security arrangements for Mr. Schottenstein.			X We don’t gross up taxes for perquisites or benefits, except in the case of standard relocation benefits. We don’t gross up for excise taxes upon a change-in-control.


We pay for performance. To incentivize our executive team to achieve our short- and long-term goals, we allocate total direct compensation (salary, short- and long-term incentives) to achieve (and pay for) superior performance.To this end, the total direct compensation of our named executive officers is allocated as follows among pay elements:


~~(1)~~	~~Each Class B Common Share of Designer Brands Inc. is exchangeable into one Class A Common Share.~~


~~(3)~~	Based solely upon information contained in an amendment to Schedule 13G filed with the SEC on January 28, 2019, as of December 31, 2018, BlackRock Inc. has sole voting power over 9,824,749 shares and sole dispositive power over 10,023,740 shares.



	Number of Shares Beneficially Owned⁽¹⁾⁽²⁾		Percentage of Shares Beneficially Owned⁽³⁾		Percentage of Combined Voting Power of All Classes of Common Shares
Name	Class A	Class B	Class A	Class B
Peter S. Cobb	13,565	—	*	—	*
Elaine J. Eisenman	82,012	—	*	—	*
Deborah L. Ferrée	1,068,407	—	1.6%	—	*
William L. Jordan	313,342	—	*	—	*
Joanna T. Lau	64,009	—	*	—	*
Carolee Lee	107,439	—	*	—	*
Jared A. Poff	51,078	—	*	—	*
Roger L. Rawlins	347,451	—	*	—	*
Jay L. Schottenstein⁽⁴⁾	11,156,336	7,720,154	14.7%	99.8%	50.0%
Joseph A. Schottenstein⁽⁵⁾	1,080,817	—	1.6%	—	*
Ekta Singh-Bushell	3,052	—	*	—	*
Harvey L. Sonnenberg	67,356	—	*	—	*
Allan J. Tanenbaum⁽⁶⁾	139,314	—	*	—	*
Joanne Zaiac	12,144	—	*	—	*
All directors and executive officers as a group (17 persons)	13,610,270	7,720,154	17.4%	99.8%	51.2%



Beneficial Owner	Stock Options Exercisable within 60 days of March 29, 2019	Share Units Vesting within 60 days of March 29, 2019
Peter S. Cobb	—	13,565
Elaine J. Eisenman	—	66,443
Deborah L. Ferrée	900,879	—
William L. Jordan	245,277	—
Joanna T. Lau	—	45,419
Carolee Lee	—	102,383
Jared A. Poff	36,320	—
Roger L. Rawlins	289,997	—
Jay L. Schottenstein	540,659	—
Joseph A. Schottenstein	—	—
Ekta Singh-Bushell	—	3,052
Harvey L. Sonnenberg	—	55,021
Allan J. Tanenbaum	—	100,117
Joanne Zaiac	—	5,061
All directors and executive officers as a group (17 persons)	2,098,917	391,061


Name	Age	Our Directors and Their Positions with Designer Brands Inc. / Principal Occupations / Business Experience	Director Since	Committees
Peter S. Cobb*	63	Mr. Cobb co-founded eBags in 1998, which grew to become the largest online retailer of luggage, handbags, backpacks, and travel products. Prior to its acquisition by Samsonite International S.A. (Samsonite) in 2017, Mr. Cobb served as Executive Vice President and a member of the Board of Directors of eBags. In 2003, Mr. Cobb co-founded 6pm.com, a full-scale footwear and accessories retail website that was subsequently acquired by Zappos.com. From 1990 to 1996, Mr. Cobb was Director of Marketing at Samsonite International S.A. From 1984 to 1990, Mr. Cobb was the Director of Marketing at Ben Hogan Golf. Mr. Cobb previously served on the board of directors at the National Retail Federation and as the Chairman of Shop.org. Since 2016, Mr. Cobb has served on the Advisory Board of PayPal Holdings Inc. (“PayPal”), where he provides guidance to PayPal, Venmo LLC, and Braintree Payment Solutions LLC, the leading global payments platform supporting online money transfers. Additionally, Mr. Cobb is a frequent speaker on trends in the retail industry. Mr. Cobb is an accomplished executive who brings over 33 years of experience in digital marketing, business development, and merchandising to the Board.	2017	NCGC ** CC TC
Jay L. Schottenstein	66	Mr. Schottenstein has served as our Executive Chairman of the Board of Directors since March 2005. Mr. Schottenstein previously served as our Chief Executive Officer from March 2005 to April 2009. Mr. Schottenstein currently serves as Chairman of the Board of Directors of Schottenstein Realty, LLC. Mr. Schottenstein also currently serves as Chief Executive Officer of American Eagle Outfitters, Inc. (NYSE: AEO) (American Eagle). He has been Executive Chairman or Chairman of the Board of Directors of American Eagle since March 1992, and has been a director of American Eagle since 1992. Mr. Schottenstein has served as Chairman of the Board of Directors of Schottenstein Stores Corporation (SSC), our affiliate, since March 1992. He also served in various capacities, such as Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, director and various executive capacities at SSC and Retail Ventures, Inc. since 1976. Mr. Schottenstein also serves as the manager of Schottenstein RVI, LLC, our affiliate. Mr. Schottenstein has also served as a member of the Board of Directors for Albertsons Investor Holdings LLC (Albertsons/Safeway) since 2006. Mr. Schottenstein’s extensive experience as a chairman and Chief Executive Officer of numerous companies brings strong leadership skills to our Board. Additionally, Mr. Schottenstein’s tenure with the Company provides the Board with valuable institutional knowledge.	2005	-
Roger L. Rawlins	54	Mr. Rawlins has served as our Chief Executive Officer since January 2016. Prior to his appointment, Mr. Rawlins held the position of Executive Vice President and Chief Innovation Officer of the Company since February 2015. From January 2014 to January 2015, he served as our Executive Vice President, Omni Channel. From 2009 to 2013, Mr. Rawlins served as Senior Vice President and General Manager of DSW.com. Mr. Rawlins joined the Company in 2006 as Vice President, Finance and Controller. Prior to joining us, Mr. Rawlins served as Chief Financial Officer of HER Real Living from April 2001 to April 2006. From 1990 to 2001, Mr. Rawlins held several leadership roles within L Brands, Inc. (formerly known as Limited Brands, Inc.), including Controller of Express, Inc. from 1998 to 2001. Prior to serving in that capacity, Mr. Rawlins was in the practice of public accounting with Arthur Andersen & Company. Mr. Rawlins brings strong leadership abilities and in-depth retail knowledge to the Board.	2016	-


Joanne Zaiac*						59						Ms. Zaiac served in several Client leadership roles at Dentsu International from October 2017 to January 2021. She was Chief Client Officer from January 2020 to January 2021 and Client Development Officer from March 2019 to December 2019 for Dentsu International. Between October 2017 and March 2019, Ms. Zaiac was Chief Client Officer and Executive Vice President of Merkle Inc., a global data driven, technology-enabled performance marketing agency part of Dentsu International. Prior to that, Ms. Zaiac was the Chief Operating Officer of Digitas North America, a leading global digital advertising agency, until October 2017. Ms. Zaiac also served as President of Digitas New York region from 1999 to 2016. From 1985 to 1999, Ms. Zaiac was Executive Vice President and Senior Vice President at Wunderman Worldwide/Young & Rubicam. Ms. Zaiac brings a depth of brand-building, marketing expertise, digital media, consumer insights, and leadership and talent development to the Board.						2016			CC TC


Ekta Singh-Bushell*						49						Until 2017, Ms. Singh-Bushell served as Chief Operating Officer, Executive Office, at the Federal Reserve Bank of New York. Prior to that, between 1995 and 2015, she worked in multiple capacities at Ernst & Young LLP (EY) including Northeast Talent Advisory Leader, Global Information Security Officer, US Innovation and Digital Strategy leader, and Senior Managing Partner. Since June 2017, Ms. Singh-Bushell has served on the board of directors, the audit committee, and the nominating and governance committee of TTEC Holdings, Inc. (Nasdaq: TTEC), a global customer experience technology and services provider. She also has served as lead independent director on the board of directors, the audit risk and compliance committee, remuneration and the nominations committees of Datatec, Inc., a multinational information and communications technology solutions and services group, since June 2018. Furthermore, since October 2018, she has served on the board of directors, nominating and corporate governance committee, audit committee chair, and ESG committee of Net 1 UEPS Technologies, Inc. (Nasdaq: UEPS), a leading provider of transaction processing services, financial inclusion products and services and secure payment technology. Additionally, since May 2019, she has served on the board and compensation committee of Huron Consulting Group Inc. (Nasdaq: HURN), a global professional services firm. Ms. Singh-Bushell is an active CPA who brings over 25 years of global management, financial, accounting, digital and technology, cybersecurity, and risk operations experience to our Board. Ms. Singh-Bushell has prior and current experience working to help transform global companies, start-ups, and boards of directors in fintech, data, and B2B platforms.						2018			NCGC AC


*	* Independent Directors under the rules of the NYSE ~~Rules~~ and our Corporate Governance Principles.


Committee	Responsibilities	Members	Meetings in 2020
Nominating and Corporate Governance Committee	The purpose of the Nominating and Corporate Governance Committee is to provide oversight on the broad range of issues surrounding the composition and operation of Board, including: •identifying individuals qualified to become Board members consistent with criteria approved by the Board; •recommending to the Board director nominees for the next annual meeting of shareholders; •developing and recommending to the Board a set of corporate governance principles applicable to the Company; •making recommendations to the Board and the Chairman of the Board in the areas of committee selection, including: ◦committee chairs; ◦rotation practices; ◦evaluation of the overall effectiveness of the Board and management; and ◦review and consideration of developments in corporate governance practices.	Mr. Cobb (Chair) * Mr. Tanenbaum * Ms. Lau * Ms. Singh-Bushell *	5
Compensation Committee	The Compensation Committee is responsible for: •discharging the Board’s responsibilities relating to compensation of the Company’s executive officers; •producing a compensation committee report on executive compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K; and •overseeing the Company’s compensation programs and plans, including incentive compensation plans and equity-based plans. Pursuant to its Charter, the Compensation Committee has the sole authority to retain and terminate the services of any outside compensation consultants to the Compensation Committee. The Compensation Committee may form and delegate authority to a subcommittee or subcommittees.	Ms. Eisenman (Chair)* Mr. Cobb* Ms. Lau* Ms. Zaiac*	11
Audit Committee	The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to: •the integrity of the Company’s financial statements; •the Company’s compliance with legal and regulatory requirements; •the independent auditor’s qualifications and independence; •the performance of the Company’s internal audit function and independent auditor; •the review and approval of related party transactions; and •the review and response to complaints regarding accounting, internal accounting controls, and auditing or other compliance matters. The Audit Committee is directly responsible for the appointment, compensation, retention, termination, and oversight of the work of our independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting.	Mr. Sonnenberg (Chair) †♦ Ms. Eisenman † Ms. Singh-Bushell †♦ Mr. Tanenbaum †	12


Technology Committee			The purpose of the Technology Committee is to assist the Board in fulfilling its oversight responsibilities of effective technology governance and to ensure that technology endeavors are effectively managed and that the Company’s technology performance meets the following objectives: •aligns with the Company’s business strategy; •enables the business to maximize benefits technology can provide; •uses resources responsibly; and •manages risks appropriately.			Ms. Lau (Chair) * Mr. Cobb * Mr. Sonnenberg * Ms. Zaiac *			4


Board
While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed about such risks through committee reports.
Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee	Technology Committee
Our Audit Committee assists the Board in fulfilling its oversight responsibilities relating to: •the performance of our system of internal controls; •legal and regulatory compliance; •our audit, accounting, and financial reporting processes; and •the evaluation of enterprise risk issues, particularly those risk issues not overseen by other committees. The Audit Committee also reviews periodically with our General Counsel legal matters that may have a material adverse impact on our financial statements, compliance with laws, and any material reports received from regulatory agencies.	Our Nominating and Corporate Governance Committee oversees risks associated with: •corporate governance; •business conduct and ethics; and •compliance. The Chief Compliance Officer provides periodic reports to the Nominating and Corporate Governance Committee describing updates to the Company’s Ethics and Compliance Program, including new policies, procedures, and trainings, maintenance of the Company’s anonymous reporting hotline, and oversight of the Global Code of Conduct. The report is shared with the Board as part of the committee report to the Board.	Our Compensation Committee is responsible for overseeing the management of risks relating to our compensation programs, including: •discharging the Board’s responsibilities relating to compensation of the Company’s executive officers; and •overseeing the Company’s compensation programs and plans, including incentive compensation plans and equity-based plans.	The Technology Committee assists the Board in fulfilling its oversight responsibilities with respect to technology and cybersecurity. Each quarter, management provides a report to the Technology Committee describing cybersecurity risks and the Company’s mitigation activities. Such mitigation activities include: •regularly upgrading our systems and software; •conducting regular e-mail phishing testing; •engaging in cybersecurity crisis tabletop exercises; and •monitoring industry trends. Additionally, Ms. Lau, as Chair of the Technology Committee, provides an annual cybersecurity report to the Board, which addresses cybersecurity trends in the retail industry, and the Company’s policies and practices in comparison with the retail industry.


SOCIAL	ENVIRONMENTAL	GOVERNANCE
•Human Resources •DE&I Director •Philanthropy •Communications	•Distribution & Logistics •Facilities •Sourcing •Design	•Legal / Compliance •Risk / Treasury •Internal Audit •IT Security •Procurement


Reduce & Reuse
•We divert from landfills by collecting post-consumer shoes in connection with our partnership with Soles4Souls (3.7 million shoes diverted so far) •We have a fixture salvaging and redeployment strategy (9 of the 11 fixture packages needed in 2021 are expected to be composed predominately of salvaged fixtures) •We reuse existing infrastructure, such as storefront glazing, where possible •We recycle vendor cartons and reuse them to ship merchandise, and we recycle all of the cartons that we cannot reuse •We are working to implement a shrink-wrap solution for our direct-to-consumer packaging to reduce our corrugate and dunnage use
Reduce Water & Save Energy h
•Since 2010, we have reduced energy consumption by 15-17% in our stores through our Energy Management System (an enterprise‐class solution combining on‐site control hardware, software, and commissioning services, web‐based data services, a 24/7 call center, and program management services) •As of March 2021, 38% of our stores have implemented LED lights for an average reduction in energy consumption of about 46% •Our LED lighting and HVAC equipment are on timers/occupancy sensors •We utilize daylight harvesting and dimming panels as required •We use low-flow faucets
Animal Friendly Materials
•Our fur policy provides that DBI will not purchase products that contain animal fur



Soles4Souls turns unwanted shoes into opportunity, by keeping them from going to waste and putting them to good use by providing relief, creating jobs, and empowering people to break the cycle of poverty. Help create jobs and distribute shoes that enable kids to thrive in school Support female entrepreneurs with financial empowerment and access to business education Repurpose unwanted textiles to keep them out of landfills and extend their lifespan
Since 2006, Soles4Souls has distributed more than 30 million pairs of new and gently worn shoes. We are proud to have donated four million pairs of shoes in the last three years alone. Of the four million pairs of shoes that have been donated, a portion of those pairs are new, directly from DSW. We even designed and produced a durable shoe solely for the purpose of donating to Soles4Souls. The remaining pairs of shoes were from customers who donated their gently worn shoes via the donation boxes in each of our stores. We incentivize customers to donate by providing VIP rewards points when they donate. Through the travel program, employees and customers can earn trips to serve the communities in one of our partner countries with every 50,000 pairs of shoes donated. Additionally, by encouraging customers to donate their shoes, we are also helping to meet our environmental and sustainability goals. By repurposing unwanted shoes, we are helping to keep them out of landfills and extending their lifespan. Soles4Souls shoe donations have kept 1,653,407 pounds of textiles out of landfills.
			Two Ten provides scholarships and financial aid to people working in the footwear industry, as well as free counseling and community resources. In 2020, DBI donated $100,000 to Two Ten.
			DBI is focused on what it means to be a good corporate citizen. From annual United Way fundraisers, American Red Cross blood drives, plus local nonprofit partnerships, and associate volunteering efforts, we are always looking for ways to help and better the communities in which we operate. In 2020, DBI donated $125,000 and associates donated $182,000 to United Way.


Diversity, Equity, & Inclusion (DE&I)
We believe in diversity, equity, and inclusion. We believe: •Diversity is the celebration of the ways we are alike, as well as of the ways we are unique. •Equity compels us to be fair, while also recognizing the need to treat others differently in order to mitigate the risk of inadvertently perpetuating systemic barriers. •Inclusion is the act of ensuring that our differences are not only acknowledged, but also welcomed and valued. In the U.S., nearly 80% of our associates are female and over 50% of the associate population is comprised of people of color. Our Board of Directors further reflects our commitment to diversity; women leaders represent 40% of the Board. Additionally, Mr. Rawlins, Designer Brands’ CEO, is a proud signatory of the CEO Action for Diversity & Inclusion Pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. It commits us to cultivate open dialogue, expand diversity training, share best practices with other companies, and engage our Board in the evaluation of our progress. We strive to be an inclusive environment, where everyone is given the opportunity to thrive. For the second year in a row, Designer Brands has been recognized for its LGBTQ+ inclusion efforts with a perfect score on the Human Rights Campaign’s (“HRC”) Corporate Equality Index. A perfect score places us on HRC’s “Best Places to Work for LGBT Equality” list. Additionally, Designer Brands was named to Forbes’ “America’s Best Employers for Diversity” list in 2020.


Our BRGs: Business Resource Groups (“BRGs”) are voluntary, associate-led groups organized around a common diversity dimension to foster an inclusive, engaging work environment for all. Our current BRGs are: MySole: To build an awareness of the uniqueness of Black culture to attract, educate and include diversity among associates, leaders, and customers. MySelf: To inspire our associates, partners, and customers to live and work with Pride. MyFamily: To educate, inform, and promote resources which better the work experience for parents, caregivers, and allies at the Company. MyLife: To inspire empowerment among female associates and their allies. MyFuture: To engage early career professionals by helping them navigate work, life and their community. MiVoz: To establish a forum that promotes awareness of Hispanic/Latinx culture and activates its voice towards promoting diversity, impacting our communities, and influencing our business to be inclusive of our heritage. MyService: To recruit, retain, and empower current and former service members through outreach, representation of the interests of veterans to the business, and by providing structure through which veterans can network, support one another, and build a cohesive community for those who have served, continue to serve and our allies.
Our CIGs: Community Interest Groups (CIGs) are voluntary, associate-led groups organized around a common passion or interest to drive a sense of community and shared purpose. Our current CIGs are: Techlytics: To focus those who are passionate about data science, innovation and tools to gain insights and help the Company make better business decisions. Our Planet: To educate and inspire the Company to make sustainable choices, both in and outside of the office. DSWGives: To inspire community involvement and enhance associate engagement through volunteering. 2020 DE&I Highlights: •Hired a new Director of Diversity and Inclusion. •Executed BRG/CIG relaunch campaign which resulted in a 40% increase in membership with an expanded reach that now includes associates in our stores, DCs and FCs, Shoephoria, Camuto Group, and DBI Canada. •Conducted third-party audit of pay in all corporate positions to assess current practices and equity. •Conducted Pulse Survey with specific DE&I questions to measure baseline. •Implemented DE&I training opportunities across entire DBI organization. •Identified and aligned our efforts to philanthropic organizations that support our DE&I strategy.