Item 10. Directors, Executive Officers and Corporate Governance

Directors

Our Board of Directors, or Board, consists of ten directors. Important summary information about our current directors is set forth in the table below. Following the table is certain biographical information about each director, as well as information about the specific qualifications, attributes, skills and experience that led to the conclusion of our Board that each director is qualified to serve as a member of our Board.

NAME	AGE	DIRECTOR SINCE	POSITION
Angel R. Martinez	62	2005	Non-Executive Chairman of our Board
David Powers	51	2016	Chief Executive Officer, President and Director
John M. Gibbons	68	2000	Lead Independent Director
Karyn O. Barsa	56	2008	Director
Nelson C. Chan	56	2014	Director
Michael F. Devine, III	58	2011	Director
John G. Perenchio	62	2005	Director
James Quinn	65	2011	Director
Lauri M. Shanahan	54	2011	Director
Bonita C. Stewart	60	2014	Director

ANGEL R. MARTINEZ
Age: 62 Director Since: 2005
Non-Executive Chairman of our Board	Other Public Company Directorships: Tupperware Brands Corporation (NYSE: TUP) Korn Ferry (NYSE: KFY)

Mr. Martinez was our Chief Executive Officer from April 2005 until he retired from the position in May 2016. Beginning in May 2008, he served as Chairman of our Board and continues to serve as our non-executive Chairman. Mr. Martinez is currently a director of Korn Ferry and has served as a director of Tupperware Brands Corporation since 1998.

Specific Qualifications, Attributes, Skills and Experience

•	Industry Experience - Extensive experience in the footwear industry, including serving as our Chief Executive Officer, and Chief Executive Officer and Vice Chair of Keen, LLC, an outdoor footwear manufacturer. Also served in a variety of leadership positions at Reebok International Ltd. and as Chief Executive Officer and President of The Rockport Company, a subsidiary of Reebok International Ltd.

•	Entrepreneurial - During his tenure at Keen, LLC, successfully established this incipient brand for future growth.

•	Sales and Marketing Experience - Served as Executive Vice President and Chief Marketing Officer of Reebok International Ltd., a global athletic brand that sells and markets sports and lifestyle products.

•	International Experience - Held key management roles at Reebok International Ltd., Keen, LLC and our Company during periods of international expansion.

•	Luxury/Premium Branding Experience - 12 years of experience with the UGG brand, a premier brand in luxurious comfort footwear, handbags, apparel, and cold weather accessories. Participated in the acquisition of the Ralph Lauren Footwear brand, which was managed as a subsidiary of The Rockport Company.

•	Retail Experience and Distribution/Logistics Experience - Owned and operated his own retail stores. While President of The Rockport Company, oversaw retail evolution for the brand, including opening over 50 brand stores. Involved in management of supply chain and distribution channels during his many years of industry experience.

•	Public Company Management Experience - Served as our Chief Executive Officer for 11 years.

•	Risk Oversight Experience - 19 years of experience as a corporate director with risk oversight responsibilities.

DAVID POWERS
Age: 51 Director Since: 2016
Chief Executive Officer, President and Director	Other Public Company Directorships: None.

Mr. Powers was appointed as our Chief Executive Officer in June 2016 and was also elected to serve as a member of our Board. Mr. Powers joined our Company as President of Direct-to-Consumer in August 2012. He was appointed President of Omni-Channel in January 2014 and was appointed President in March 2015. Prior to joining our Company, Mr. Powers held several executive leadership roles at Converse Inc., The Timberland Company and Gap Inc.

Specific Qualifications, Attributes, Skills and Experience

•	Industry Experience - Extensive experience in the footwear and apparel industry through a variety of positions at three different footwear companies and a global apparel retailer.

•	Retail Experience and Distribution/Logistics Experience - While at Converse Inc., was responsible for global owned and distributor Direct-to-Consumer operations as part of the Nike retail leadership team. During tenure at The Timberland Company and Gap Inc., had leadership roles with a variety of retail responsibilities from merchandising to store design.

•	Sales and Marketing Experience - Graduated cum laude from Northeastern University with a B.S. in Marketing. Throughout career has been responsible for the development of marketing strategy, with a focus on consumer engagement.

•	International Experience - While serving in leadership roles at The Timberland Company, Mr. Powers led worldwide retail merchandising, marketing, visual and store design, and oversaw European Retail Operations.

•	Public Company Management Experience - Leadership roles have all been at public companies. Serves as our Chief Executive Officer and President with global responsibilities and oversight.

•	Real Estate - Acquired real estate experience during his time at Gap Inc. and with our Company.

JOHN M. GIBBONS
Age: 68 Director Since: 2000
Lead Independent Director	Other Public Company Directorships: None.

Mr. Gibbons is an independent consultant. He is a director of The Learning Network, Inc. He also served as a director and Chair of the Audit Committee of National Technical Systems, Corp., a provider of integrated testing, certification, quality registration and systems evaluation services, from September 2003 until its acquisition in November 2013.

Specific Qualifications, Attributes, Skills and Experience

•

High Level of Financial Literacy and Experience - Currently serves as a member of the Compensation Committee of The Learning Network, Inc. Previously served as Chairman of our Audit Committee. From June 2000 to April 2004, Mr. Gibbons was Vice Chair of TMC Communications, Inc., a long distance, data and internet services provider, and was its Chief Executive Officer from June 2001 to April 2003. Mr. Gibbons was also Vice Chair of Assisted Living Corporation, a national provider of assisted living services, from March 2000 to December 2001.

•	Risk Oversight Experience - Extensive experience in risk oversight as the former Chairman of our Audit Committee and former Chairman of the Audit Committee of National Technical Systems, Corp.

•	Industry Experience - 17 years of experience as a director of our Company.

•	Public Company Management Experience - Previously served as Chief Executive Officer and Chief Operating Officer, and currently serves as a director, of The Learning Network, Inc. Previously employed by The Sports Club Company where he was Chief Executive Officer and a director from July 1999 to February 2000, and President and Chief Operating Officer from January 1995 to July 1999.

•	Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion.

•	Luxury/Premium Branding Experience - Involved in several capacities at The Sports Club Company, a company which markets clubs to affluent, health-conscious individuals.

KARYN O. BARSA
Age: 56 Director Since: 2008
Board Committees: Audit Compensation	Other Public Company Directorships: None.

Ms. Barsa served as Chief Executive Officer of Coyuchi, Inc., a maker of organic cotton bedding, bath and baby products, from April 2009 to May 2013. From February 2008 to April 2009, she served as President and Chief Executive Officer of Investors' Circle, a network of individual and institutional investors focused on sustainable business practices. She serves on the board of The Directors' Organization Ltd. and the advisory boards of Embark Stores, Inc., the Winter Sports School and Newpark Capital.

Specific Qualifications, Attributes, Skills and Experience

•

High Level of Financial Literacy and Experience - In addition to the Chief Executive Officer and director positions discussed above, served as Chief Financial Officer of Patagonia, Inc., a specialty outdoor apparel and equipment manufacture, and as the Chair of the Compensation Committee of Performance Sports Group, Ltd. Also holds a B.A. in Economics from Connecticut College and an MBA from the University of Southern California.

•	Risk Oversight Experience - Serves as a member of the Audit Committee and as a director of The Directors' Organization Ltd. Served on the board and Risk Committee of Performance Sports Group, Ltd. until its acquisition in March 2017.

•	Luxury/Premium Branding Experience - In addition to serving as Chief Executive Officer of Coyuchi, Inc., served as Chief Executive Officer of Smith & Hawken, Ltd., a specialty gardening retailer between 1999 and 2001, and as Chief Financial Officer and Chief Operating Officer of Patagonia, Inc.

•	Industry Experience - Served as Chief Operating Officer and Chief Financial Officer of Patagonia, Inc. when footwear was introduced as a product of the company.

•	Distribution/Logistics Experience - As Chief Executive Officer of Coyuchi, Inc., Chief Executive Officer of Smith & Hawken, Ltd, and Chief Operating Officer of Patagonia, Inc. gained extensive experience in management of supply chain and distribution issues.

•	Sales and Marketing Expertise - Sales teams reported directly to Ms. Barsa in her roles at Patagonia Inc., Smith & Hawken, Ltd and Coyuchi, Inc. Direct sales and marketing experience as Chief Executive Officer of Investors' Circle and founder of HeadStart Custom Helmets.

•	Retail Experience - Executive experience at Patagonia, Inc., Smith & Hawken, Ltd. and Coyuchi, Inc.

•	Entrepreneurial - Has served in a variety of leadership positions for several companies during periods of expansion, including serving as Chief Executive Officer of Embark Stores, Inc., a start-up pet supplies retailer, between May 2007 and February 2008.

NELSON C. CHAN
Age: 56 Director Since: 2014
Board Committees: Audit	Other Public Company Directorships: Adesto Technologies Corporation (NASDAQ: IOTS) Synaptics, Inc. (NASDAQ: SYNA) Socket Mobile (NASDAQ: SCKT)

Mr. Chan is the Chairman of the Board, Chair of the Compensation Committee and member of the Audit Committee of Adesto Technologies Corporation. He is also a director of Socket Mobile and a director and member of the Audit Committee of Synaptics, Inc. Mr. Chan is also a director of several privately-held companies. From 2006 to 2008, Mr. Chan served as Chief Executive Officer of Magellan Corporation and, from 1992 to 2006, he served in various management positions with SanDisk Corporation. Mr. Chan held sales, marketing and engineering positions at several technology-based companies from 1983 to 1992.

Specific Qualifications, Attributes, Skills and Experience

•	Entrepreneurial - Expertise in building technology companies.

•	High Level of Financial Literacy and Experience - Has held numerous senior management positions with leading companies, including Chief Executive Officer at Magellan Corporation.

•	Public Company Management Experience - Extensive experience with several leading public and private companies, both as an executive and as a director.

•	Sales/Marketing Experience - Held key sales, marketing and engineering positions at SanDisk Corporation, Chips and Technologies, Signetics and Delco Electronics.

•	International Experience - Was the Executive Vice President and General Manager, Consumer Business, while at SanDisk Corporation, a global multi-billion dollar company.

•	Risk Oversight Experience - Currently serves as a member of our Audit Committee and has over 10 years of experience as a corporate director with risk oversight responsibilities.

•	Technology (Consumer, Cybersecurity, Big Data, Social) - Extensive experience in technology-based companies including sales, marketing and engineering.

MICHAEL F. DEVINE, III
Age: 58 Director Since: 2011
Board Committees: Audit Compensation	Other Public Company Directorships: Express, Inc. (NYSE: EXPR) FIVE Below, Inc. (NYSE: FIVE)

Mr. Devine retired as Executive Vice President and Chief Financial Officer of Coach, Inc. in 2011. He currently serves as a director and Chair of the Audit Committees of Express, Inc. and FIVE Below, Inc. He also serves as a member of the board of Sur La Table, Inc., a privately-held company. From 2004 to 2007, Mr. Devine served as a member of the Board of Directors and Chair of the Audit Committee of Educate, a leading K-12 education service company with solutions such as Sylvan Learning Center. Mr. Devine also previously served as a director and member of the Audit Committee of NutriSystem, Inc.

Specific Qualifications, Attributes, Skills and Experience

•

High Level of Financial Literacy and Experience - In addition to Mr. Devine's experiences as the Chair of the two Audit Committees described above, and his experiences at Coach, Inc., prior to joining Coach, Inc. served as Chief Financial Officer and Vice President-Finance of Mothers Work, Inc. from February 2000 to November 2001. From 1997 to 2000, was Chief Financial Officer of Strategic Distribution, Inc., a Nasdaq-listed industrial store operator. From 1995 to1997, was Chief Financial Officer at Industrial System Associates, Inc., and for the prior 6 years was the Director of Finance and Distribution for McMaster-Carr Supply Co. Holds a B.S. in Finance and Marketing from Boston College and an MBA in Finance from the Wharton School of the University of Pennsylvania.

•	Public Company Management Experience - Experience at Coach, Inc. involved managing a public company during a period of high growth.

•	Risk Oversight Experience - 11 years of experience as a corporate director with risk oversight responsibilities.

•	Luxury/Premium Branding Experience - Coach, Inc. is a leading marketer of modern classic American accessories.

•	Industry Experience - In addition to experience at Coach, Inc., serves as a director of Express, Inc., a nationally-recognized specialty apparel and accessory retailer offering both women's and men's merchandise.

•	Distribution/Logistics Experience and Retail Experience - Involved in supply chain and wholesale and retail distribution channels while at Coach, Inc.

•	International Experience - Involved in a global brand with worldwide operations while at Coach, Inc.

•	Real Estate - Acquired real estate experience during his time at Coach, Inc.

JOHN G. PERENCHIO
Age: 62 Director Since: 2005
Board Committees: Compensation Corporate Governance	Other Public Company Directorships: None.

Mr. Perenchio is a private investor. From 1999 until May 2015, he held controlling interests and was a principal in various music industry companies, involved in the production and sale of recorded music, music publishing and merchandise. Since late 2009, Mr. Perenchio has been involved in various capacities in Club Ride Apparel, LLC, a privately-held sports apparel company in which he owns a controlling interest.

Specific Qualifications, Attributes, Skills and Experience

•	Entrepreneurial - Involved in the formation of a myriad of different successful business enterprises, from music to apparel. From 1990 to 2003, served as an executive with Chartwell Partners, LLC, a family owned boutique investment and holding company specializing in the entertainment, media and real estate industries.

•	Industry Experience - Experience in the apparel industry, including through involvement in Club Ride Apparel, LLC, and serving as a director of our Company for 12 years.

•	Sales and Marketing Experience - Experience with designing and implementing marketing and sales plans in the music, internet retail, real estate and sports apparel industries.

•	Risk Oversight Experience - In addition to the director and management experience discussed above, from 1984 to 1990, served as in-house counsel at Triad Artists, Inc., one of the then-premier talent agencies in the world, and prior to that, from 1982 to 1984, he practiced law as an attorney in California.

•	Public Company Management Experience - Member of our Board since 2005. From 1992 to 2007, Mr. Perenchio was a director of Univision Communications Inc., the leading Spanish-language media company in the United States.

JAMES QUINN
Age: 65 Director Since: 2011
Board Committees: Corporate Governance	Other Public Company Directorships: None.

Mr. Quinn retired as President of Tiffany & Co. (NYSE: TIF) effective January 31, 2012. He was named to Tiffany & Co.'s board in 1995 and served until 2008. Mr. Quinn also currently serves as a director of Mutual of America Capital Management, Inc., a privately-held company.

Specific Qualifications, Attributes, Skills and Experience

•

Public Company Management Experience - As the former President of Tiffany & Co., oversaw retail sales in stores in more than 50 countries, with responsibility for the company's global expansion strategy, including the significant Tiffany & Co. presence established throughout Asia. Joined Tiffany & Co. in 1986 and held a series of significant positions including Vice Chairman prior to his appointment as President in 2003.

•	Luxury/Premium Branding Experience - Tiffany & Co. is a jeweler and specialty retailer whose principal merchandise offering is fine jewelry.

•	Distribution/Logistics Experience and Retail Experience - While at Tiffany & Co., involved in management of supply chain and distribution channels.

•	International Experience - While at Tiffany & Co., involved in management of a global brand with worldwide operations.

•	Risk Oversight Experience - 22 years of experience as a corporate director with risk oversight responsibilities.

•	Real Estate - Acquired real estate experience during his time at Tiffany & Co.

LAURI M. SHANAHAN
Age: 54 Director Since: 2011
Board Committees: Compensation	Other Public Company Directorships: Cedar Fair Entertainment Company (NYSE: FUN) Treasury Wine Estates Limited (ASX: TWE)

Ms. Shanahan is a seasoned retail executive with over 25 years of senior level experience across global, multi-channel, multi-brand enterprises and other specialty retail and consumer service companies. Ms. Shanahan is Chairman of the Board and Chair of the Compensation and Management Development Committee of Charlotte Russe Holdings, Inc., a specialty retailer of apparel and accessories with over 500 stores, on the Board of Directors and the Nominating and Governance Committee of Cedar Fair Entertainment Company (NYSE: FUN), a publicly-traded MLP that owns and operates amusement parks and resorts in North America, and on the Board of Directors and Compensation Committee of Treasury Wine Estates Limited (ASX: TWE), a vertically-integrated, global wine business with over 70 brands. In addition, Ms. Shanahan is a principal of Maroon Peak Advisors.

Specific Qualifications, Attributes, Skills and Experience

•

Public Company Management Experience - Joined The Gap Inc. (NYSE: GPS) in 1992 and served for 16 years in numerous leadership roles including Chief Administrative Officer, Chief Legal Officer and Corporate Secretary. The Gap Inc. is a leading global specialty retailer offering clothing, footwear, accessories, and personal care products for men, women, children, and babies under the Gap, Banana Republic, Old Navy, Intermix, and Athleta brands.

•	International Experience - Involved in global brands with worldwide operations while at The Gap Inc. and as a director and consultant.

•	Distribution/Logistics Experience and Retail Experience - Involved in retail, franchise, online licensing and other distribution channels, as well as sourcing and supply chain, while at The Gap Inc. and as a consultant.

•	Industry Experience and Luxury/Premium Branding Experience - Experience in footwear, apparel and accessories at The Gap Inc., Charlotte Russe Holdings, Inc. and through consulting business. Premium/ luxury branding experience at The Gap Inc. and through participation on the board of Treasury Wine Estates Limited and her consulting business.

•	Risk Oversight Experience - In addition to her other leadership roles at The Gap Inc., Ms. Shanahan served as Chief Compliance Officer and Chief Legal Officer, overseeing the global corporate risk committee, as well as the global governance and compliance organization.

•	Real Estate - Led global real estate for all brands during time at The Gap Inc,; experience also from Charlotte Russe and consulting business.

BONITA C. STEWART
Age: 60 Director Since: 2014
Board Committees: Corporate Governance	Other Public Company Directorships: None.

Ms. Stewart is currently the Vice President, Global Partnerships, Americas at Google, Inc. (NASDAQ: GOOG) and has been with Google, Inc. since 2006. At Google, Inc. she leads strategy, business development and revenue growth plans for large partners using Google, Inc. products. From 2002 to 2006, Ms. Stewart worked for DaimlerChrysler AG where she was Director, Chrysler Group, Interactive Communications and prior to that, Director, Chrysler Brand Communications. Ms. Stewart began her career in 1979 at IBM Corporation where she served in various financial and marketing management positions. Ms. Stewart has an MBA from Harvard Business School.

Specific Qualifications, Attributes, Skills and Experience

•	Industry Experience - Over 26 years of experience in brand management, digital strategy and execution.

•	Financial Literacy and Experience - Leads strategy, business development and revenue growth plans for large partners using Google, Inc. products.

•	Entrepreneurial - Served as President, Chief Operating Officer, and Co-Founder of Nia Enterprises, a web-based company.

•	Sales and Marketing Experience - Sales, marketing, global pricing and online advertising experience.

•	International Experience - Currently the Vice President, Global Partnerships, Americas at Google, Inc. and has worked for Chrysler Group and IBM Corporation, which are multi-billion dollar global companies.

•	Public Company Management Experience - Strategic planning and large scale (multi-billion) operations. 10-year management career at IBM Corporation.

•	Technology (Consumer, Cybersecurity, Big Data, Social) - Extensive experience in technology-based companies including sales, marketing, digital strategy and execution, online advertising and global pricing.

Summary of Qualifications of Directors

The table below summarizes the specific qualifications, attributes, skills and experience of each director that led our Board to conclude that the director is qualified to serve on our Board. While each director is generally knowledgeable in each of these areas, an "X" in the chart below indicates that the item is a specific qualification, attribute, skill or experience that the director brings to our Board. The lack of an "X" for a particular item does not mean that the director does not possess that qualification, attribute, skill or experience.

SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS	Angel R. Martinez	John M. Gibbons	Karyn O. Barsa	Nelson C. Chan	Michael F. Devine, III	John G. Perenchio	David Powers	James Quinn	Lauri M. Shanahan	Bonita C. Stewart
Luxury/Premium Branding Experience	X	X	X		X		X	X	X
Entrepreneurial	X	X	X	X		X				X
Distribution/Logistics Experience	X		X		X		X	X	X
Retail Experience	X		X		X		X	X	X
Sales and Marketing Experience	X		X	X		X	X	X		X
High Level of Financial Literacy and Experience		X	X	X	X					X
International Experience	X			X	X		X	X	X	X
Public Company Management Experience	X	X		X	X	X	X	X	X	X
Industry Experience (Footwear, Apparel and Accessories)	X	X	X		X	X	X	X	X	X
Risk Oversight Experience	X	X	X	X	X	X		X	X
Technology (Consumer, Cybersecurity, Big Data, Social)				X						X
Real Estate					X		X	X	X

Executive Officers

Each of our executive officers serves at the discretion of our Board. Important summary information about our current executive officers is set forth in the table below, followed by certain biographical information about each officer.

EXECUTIVE OFFICER	AGE	POSITION
David Powers	51	Chief Executive Officer, President and Director
Thomas A. George	61	Chief Financial Officer
David E. Lafitte	53	Chief Operating Officer
Stefano Caroti	54	President of Omni-Channel
Andrea O'Donnell	48	President of Fashion Lifestyle

DAVID POWERS
Age: 51 Position: Chief Executive Officer, President and Director

Mr. Powers was appointed Chief Executive Officer in June 2016. Mr. Powers joined our Company as President of Direct-to-Consumer in August 2012. He was appointed President of Omni-Channel in January 2014 and was appointed President in March 2015. Mr. Powers has over 20 years of experience in merchandising, product and marketing development, and leading global Direct-to-Consumer operations and wholesale businesses. Prior to joining us, Mr. Powers served 4 years as Vice President of Global Direct-to-Consumer at Converse Inc. where he oversaw owned and distributor Direct-to-Consumer as part of the Nike retail leadership team. Mr. Powers also held several executive leadership roles at The Timberland Company, including Worldwide General Merchandising Manager and Senior Director European Retail, where he led worldwide retail merchandising, marketing, visual and store design, and oversaw European Retail Operations. Prior to this, Mr. Powers spent 10 years at The Gap Inc., where he held multiple senior management titles, including Global Divisional Merchandise Manager for the boy's division. Mr. Powers graduated cum laude from Northeastern University with a B.S. in Marketing.

THOMAS A. GEORGE
Age: 61 Position: Chief Financial Officer

Mr. George was appointed Chief Financial Officer in September 2009. He has over 33 years of experience in corporate finance and accounting, having served in a number of senior level positions at both public and private companies. From February 2005 to September 2009, Mr. George was Chief Financial Officer of Ophthonix, Inc., a private technology company. Prior to Ophthonix, Inc., from October 1997 to February 2005, Mr. George was the Chief Financial Officer of Oakley, Inc., now a division of Luxottica Group S.p.A., a publicly-held global consumer products brand with wholesale and retail distribution of multiple product categories including sunglasses and prescription eyewear, apparel, footwear, watches and electronics. Prior to Oakley, Inc., from December 1987 to October 1997, Mr. George was the Senior Vice President and Chief Financial Officer of REMEC, Inc., a public technology company. Mr. George has also served as Corporate Controller and Manager of Financial Planning for other public technology firms. He began his career at Coopers & Lybrand, where he was a Certified Public Accountant. He received a B.S. in Business Administration from the University of Southern California.

DAVID E. LAFITTE
Age: 53 Position: Chief Operating Officer

Mr. Lafitte was appointed Chief Operating Officer in February 2015. From 2012 to January 2015, he was outside General Counsel for our Company. Prior to joining our Company, Mr. Lafitte was a shareholder with the law firm Stradling Yocca Carlson & Rauth, P.C., where he was a member of the firm's board of directors and executive committee, and had been advising our Company since 2006. He received a B.A. from the University of Colorado and a J.D. from Tulane University.

STEFANO CAROTI
Age: 54 Position: President of Omni-Channel

Mr. Caroti was appointed President of Omni-Channel in November 2015. He has over 30 years of industry experience in general management, sales, retail, product, marketing, business strategy and brand management. Prior to joining our Company, Mr. Caroti was the Chief Commercial Officer and Managing Director at PUMA SE, from August 2008 to December 2014, where he was responsible for PUMA SE's global Wholesale and Retail and E-commerce divisions and PUMA's geographic operating regions. He held a number of senior executive positions at Nike, Inc. in general management, sales, product, marketing and during his term as Vice President of EMEA Commerce, he was responsible for the entire Wholesale, Retail and E-commerce business in the EMEA region. He received a BA with honors from Middlebury College.

ANDREA O'DONNELL
Age: 48 Position: President of Fashion Lifestyle

Ms. O'Donnell was appointed President of Fashion Lifestyle in April 2016. Ms. O'Donnell has over 20 years of experience in the retail industry and is well versed in operating in complex international markets. She has a background in strategic planning, merchandising and marketing, as well as experience in emerging markets and customer relationship management. Over the course of her career, she has held leadership positions with prominent international retailers. Ms. O'Donnell was with DFS Group Limited prior to joining our Company, where she served as President of Global Merchandising. From 2012 to 2014, she was with Lane Crawford, where she was responsible for Merchandising, Marketing, CRM and store planning across the Asia Pacific Region. She was the Commercial Director at John Lewis from April 2004 to August 2012, responsible for online sales and strategy for Omni-Channel. She was the Merchandising Planning Director at Hacket London from September 2002 to April 2004, and prior to that was Head of Merchandising Planning at Jaeger and Debenhams. She holds an Executive MBA from the London School of Business.

Arrangements with Directors or Executive Officers

No arrangement or understanding exists between any of our directors or executive officers and any other person, pursuant to which any of them were selected as our director or executive officer.

Family Relationships

There are no family relationships among any of our directors or executive officers.

No Legal Proceedings

There are no legal proceedings related to any of our directors or executive officers which must be disclosed pursuant to applicable SEC regulations.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our common stock, which we collectively refer to as Section 16 Persons, to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC, as well as to provide copies of those reports to us.

To our knowledge, based solely on a review of the copies of such reports furnished to us by each Section 16 Person, and written representations by each Section 16 Person that no additional reports were required to be filed with respect to the fiscal year ended March 31, 2017, all Section 16(a) filing requirements applicable to the Section 16 Persons were complied with except that:

•	Stefano Caroti filed a Form 4 on December 7, 2016, which reported one transaction related to shares withheld for taxes in connection with the vesting of RSUs, that was due to be reported on November 17, 2016.

Code of Ethics, and Accounting and Finance Code of Ethics

Our Board has adopted a Code of Ethics to assist our officers, directors and other employees in complying with the law and maintaining the highest standards of ethical conduct. Our Code of Ethics complies with the requirements set forth in applicable NYSE rules.

Our Board has also adopted a separate Accounting and Finance Code of Ethics which focuses on the financial reporting process and applies to our Chief Executive Officer, Chief Financial Officer and Corporate Controller (and other employees serving similar functions). The Accounting and Finance Code of Ethics is intended to qualify as a "code of ethics" under applicable SEC regulations.

Our Code of Ethics and our Accounting and Finance Code of Ethics are available on our website at www.deckers.com/investors. In addition, to the extent required by law, any amendments to or waivers of, any provision of our Code of Ethics or Accounting and Finance Code of Ethics will be promptly disclosed publicly on our website. The information contained on or accessed through our website does not constitute part of, and is not incorporated by reference into this Amendment. References to our website address in this Amendment are inactive textual references only.

Audit Committee

We have a standing Audit Committee of our Board. This Audit Committee consists of Michael F. Devine, III (Chairman), Karyn O. Barsa and Nelson C. Chan. All members of the Audit Committee meet the independence and experience standards required by applicable SEC and NYSE rules. In addition, Mr. Devine, Ms. Barsa and Mr. Chan have each been determined by our Board to be "audit committee financial experts" under applicable SEC regulations.

No Change in Director Nomination Process

There have been no material changes to the procedures by which security holders may recommend nominees to our Board.