false213800QPT8YM6NQZPH282024-04-012025-03-30213800QPT8YM6NQZPH282023-04-012024-03-31iso4217:GBPxbrli:sharesiso4217:GBP213800QPT8YM6NQZPH282025-03-30213800QPT8YM6NQZPH282024-03-31213800QPT8YM6NQZPH282023-03-31ifrs-full:IssuedCapitalMember213800QPT8YM6NQZPH282023-03-31ifrs-full:TreasurySharesMember213800QPT8YM6NQZPH282023-03-31ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember213800QPT8YM6NQZPH282023-03-31ifrs-full:CapitalRedemptionReserveMember213800QPT8YM6NQZPH282023-03-31ifrs-full:MergerReserveMember213800QPT8YM6NQZPH282023-03-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800QPT8YM6NQZPH282023-03-31ifrs-full:RetainedEarningsMember213800QPT8YM6NQZPH282023-03-31213800QPT8YM6NQZPH282023-04-012024-03-31ifrs-full:IssuedCapitalMember213800QPT8YM6NQZPH282023-04-012024-03-31ifrs-full:TreasurySharesMember213800QPT8YM6NQZPH282023-04-012024-03-31ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember213800QPT8YM6NQZPH282023-04-012024-03-31ifrs-full:CapitalRedemptionReserveMember213800QPT8YM6NQZPH282023-04-012024-03-31ifrs-full:MergerReserveMember213800QPT8YM6NQZPH282023-04-012024-03-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800QPT8YM6NQZPH282023-04-012024-03-31ifrs-full:RetainedEarningsMember213800QPT8YM6NQZPH282024-03-31ifrs-full:IssuedCapitalMember213800QPT8YM6NQZPH282024-03-31ifrs-full:TreasurySharesMember213800QPT8YM6NQZPH282024-03-31ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember213800QPT8YM6NQZPH282024-03-31ifrs-full:CapitalRedemptionReserveMember213800QPT8YM6NQZPH282024-03-31ifrs-full:MergerReserveMember213800QPT8YM6NQZPH282024-03-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800QPT8YM6NQZPH282024-03-31ifrs-full:RetainedEarningsMember213800QPT8YM6NQZPH282024-04-012025-03-30ifrs-full:IssuedCapitalMember213800QPT8YM6NQZPH282024-04-012025-03-30ifrs-full:TreasurySharesMember213800QPT8YM6NQZPH282024-04-012025-03-30ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember213800QPT8YM6NQZPH282024-04-012025-03-30ifrs-full:CapitalRedemptionReserveMember213800QPT8YM6NQZPH282024-04-012025-03-30ifrs-full:MergerReserveMember213800QPT8YM6NQZPH282024-04-012025-03-30ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800QPT8YM6NQZPH282024-04-012025-03-30ifrs-full:RetainedEarningsMember213800QPT8YM6NQZPH282025-03-30ifrs-full:IssuedCapitalMember213800QPT8YM6NQZPH282025-03-30ifrs-full:TreasurySharesMember213800QPT8YM6NQZPH282025-03-30ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember213800QPT8YM6NQZPH282025-03-30ifrs-full:CapitalRedemptionReserveMember213800QPT8YM6NQZPH282025-03-30ifrs-full:MergerReserveMember213800QPT8YM6NQZPH282025-03-30ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800QPT8YM6NQZPH282025-03-30ifrs-full:RetainedEarningsMember12960219bus:CompanySecretary12024-04-012025-03-30129602192024-04-012025-03-3012960219bus:Consolidated2024-04-012025-03-3012960219bus:Consolidated2025-03-3012960219bus:ChiefExecutive2024-04-012025-03-3012960219bus:Director12024-04-012025-03-30129602192025-03-30xbrli:pure12960219bus:CompanySecretary1bus:Consolidated2024-04-012025-03-3012960219bus:FullIFRS2024-04-012025-03-3012960219bus:Audited2024-04-012025-03-3012960219bus:FullAccounts2024-04-012025-03-30
DR. MARTENS PLC
ANNUAL REPORT FOR THE
52 WEEKS ENDED 30 MARCH 2025
STRATEGIC REPORT
02 At a glance
04 Our products
06 Business model
08 Chair’s Statement
10 Q&A with Ije and Giles
14 CEO review
16 Performance in focus
20 Strategy
22 Finance review
30 Key performance indicators
32 Stakeholder engagement
and Section 172 Statement
36 Risk management and our
principal risks
42 Viability assessment and
going concern
44 People and Culture
48 Sustainability
81 Our TCFD disclosures
91 Non-financial and sustainability
information statement
GOVERNANCE
94 Chair’s introduction to governance
98 Governance at a glance
100 Board of Directors
106 Governance Report
110 Our stakeholders
114 Our culture
120 Nomination Committee Report
128 Remuneration Committee Report
131 Remuneration Report
145 Audit and Risk Committee Report
154 Directors’ Report
FINANCIAL STATEMENTS
160 Independent Auditors’ Report
168 Consolidated Statement
of Profit or Loss
169 Consolidated Statement
of Comprehensive Income
170 Consolidated Balance Sheet
171 Consolidated Statement
of Changes in Equity
172 Consolidated Statement
of Cash Flows
173 Notes to the Consolidated
Financial Statements
219 Parent Company Balance Sheet
220 Parent Company Statement
of Changes in Equity
221 Notes to the Parent Company
Financial Statements
ADDITIONAL INFORMATION
228 Five-year financial summary
(unaudited)
230 First half/second half analysis
(unaudited)
231 Glossary and Alternative
Performance Measures (APMs)
234 Shareholder information
IBC Company information
I am honoured to be the CEO of Dr. Martens. We have an iconic
global brand, high quality products, a world class supply chain,
modern technology systems, committed wholesale and distributor
partners and a passionate and talented team.
Our single focus in FY25 was to bring stability back to Dr. Martens.
We have achieved this by returning our direct-to-consumer channel
in the Americas back to growth, resetting our marketing approach
to focus relentlessly on our products, delivering cost savings, and
significantly strengthening our balance sheet.
IJE
NWOKORIE
Chief Executive Officer
STRATEGIC REPORT
01
DR. MARTENS PLC ANNUAL REPORT 2025
AT A GLANCE
A GLOBAL
BRAND ICON
AMERICAS
Americas revenue was down 10% constant
currency (CC)
1
year-on-year, driven by
wholesale, down 21% (CC), as expected.
One of our key objectives for FY25 was to
turn around Americas DTC performance
and get it back into positive growth in H2.
We achieved this with growth of 1% (CC) in
H2. We took the decision to slow down store
openings and focus on the current store
estate. We did however open our first outlet
store in Los Angeles, giving us a more
efficient clearance channel in the market.
£288.5m
Revenue
2024: £325.8m
59
Own stores
2024: 61
EMEA
EMEA revenue declined by 10%
(CC) year-on-year, driven by the
UK. There was a difficult consumer
backdrop in EMEA, particularly in our
biggest quarter, Q3, where we saw a
very promotional backdrop in several
markets. We continued to open stores
in successful conversion markets
and new markets, opening eight
stores including our first stores
in Sweden and Austria.
£384.2m
Revenue
2024: £431.8m
103
Own stores
2024: 102
APAC
APAC revenue grew 1% (CC) driven
by DTC, up 9% (CC) year-on-year
with a good performance in Japan,
China and Korea. Wholesale was
down 15% (CC) as expected.
We continued to invest in stores
in the region, opening eight stores
with the majority in Japan (five)
and China (two).
£114.9m
Revenue
2024: £119.5m
77
Own stores
2024: 76
84
Third-party stores
2024: 70
02
DR. MARTENS PLC ANNUAL REPORT 2025
Pairs m
10.5m
2024: 11.5m
Revenue £m
£787.6m
Constant currency
1
: £804.8m
2024: £877.1m
Adjusted EBIT
2
£m
£60.7m
Constant currency
1
: £67.1m
2024: £126.4m
Adjusted PBT
2
£m
£34.1m
Constant currency
1
: £40.3m
2024: £97.2m
Reported PBT: £8.8m
2024: £93.0m
FINANCIAL HIGHLIGHTS
1. Constant currency applies the prior period exchange rates to current period results to remove the impact of FX. More information is provided on page 231.
2. Alternative Performance Measures as defined in the Glossary on pages 231 to 233.
3. Audit results above 75% scoring for Tier 1 and above 70% for Key Tier 2, in line with Intertek Workplace Conditions Assessment scoring methodology.
OPERATIONAL HIGHLIGHTS
Planet
Diverted
23
tonnes of leather waste from
landfill using reclaimed leather
Product
Sold over
10,000
pre-loved pairs through our
USA resale channel, ReWair
Product
Over
5,780
pairs kept on consumers
feet for longer through our
UK authorised repair service
People
100%
of our Tier 1 and Key Tier 2
suppliers CSR audited met
our high standards
3
SUSTAINABILITY HIGHLIGHTS
INVESTMENT CASE: OUR UNIQUE PROPOSITION
We believe that our competitive strengths are what set us apart
and position us to succeed in a rapidly changing world.
1
Iconic Global Brand
with deep consumer resonance and high
engagement levels. Highly democratic
consumer appeal across genders and ages
2
Unique Products
with a highly recognised, protected DNA
and a rich archive to draw inspiration from
3
Significant Growth
Opportunity
We are a global brand with significant
white space opportunity in our current
and new markets, from both existing
and new consumers
Positive
Americas DTC growth in H2
(1% CC)
Pivoted
our marketing approach to
relentlessly focus on product
Reduced
our operating cost base, taking
c.£25m of annualised cost out of
the business without impacting
demand-generating costs
Strengthened
the Balance Sheet through
inventory reduction of £67.2m,
driving £110.3m net debt
reduction (incl. leases)
and a successful refinance
of the business
4
High Product Gross Margin
generated through well-controlled
materials management, deep manufacturing
partnerships and resilience and
responsiveness of operating platform
5
Highly Cash Generative
with relatively low capital requirements
and a resilient Balance Sheet
6
Passionate Culture
focused on innovation, doing the right
thing and leaving things better than
we found them for the next generation
STRATEGIC REPORT
03
DR. MARTENS PLC ANNUAL REPORT 2025
OUR PRODUCTS
A FIT
BOOTS
At the core of our product
offering are our iconic boots,
including the 1460 8-eye boot,
our first boot off the production
line in 1960. Another key boot
silhouette is the 2976 Chelsea
boot and our boots range also
encompasses boots such as
the Jadon, Bex and Sinclair.
57%
FY25 revenue
(2024: 61%)
SHOES
We’ve delivered strong growth
in our shoes category over recent
years. Our bestselling silhouettes
are the 1461 3-eye shoe and
the Adrian tassel loafer. We’ve
also seen good success with
new franchises/families such
as the Buzz and Lowell.
26%
FY25 revenue
(2024: 22%)
04
DR. MARTENS PLC ANNUAL REPORT 2025
FOR ALL
SANDALS
Sandals has increased as a
percentage of our product mix
in recent years and continues
to have a significant growth
opportunity ahead. Our sandals
range includes our best-selling
Blaire and Gryphon silhouettes
and also includes our fast-growing
mules range, led by the Zebzag.
12%
FY25 revenue
(2024: 12%)
BAGS
& OTHER
Our bag range today is focused
on key silhouettes of leather
bags such as the Kiev backpack,
the heart-shaped bag and our
newer weekender bag. This
category also includes socks,
laces and shoecare.
5%
FY25 revenue
(2024: 5%)
STRATEGIC REPORT
05
DR. MARTENS PLC ANNUAL REPORT 2025
H
I
G
H
L
Y
E
N
G
A
G
E
D
A
U
D
I
E
N
C
E
H
I
G
H
L
Y
M
O
T
I
V
A
T
E
D
P
E
O
P
L
E
L
E
A
V
E
T
H
I
N
G
S
B
E
T
T
E
R
T
H
A
N
W
E
F
O
U
N
D
T
H
E
M
BUSINESS MODEL
MOVING FORWARD
WITH PURPOSE
CORE COMMERCIAL ACTIVITIES
OUR FOUNDATIONS
People
Our 2,348 passionate and dedicated
people are the core building block
of our long-term success
Brand
Our iconic, global brand together
with our high quality, unique
product is the equity that drives
sustainable, long-term growth
Consumers
We are proud to have a diverse
global consumer base, who
have deep emotional connection
to the brand
DESIGNING
Based on our deeply entrenched
and unique Originals DNA, our
product designers operate at the
forefront of trends, designing
ranges for sale up to two years
into the future
PROTECTING
The intellectual
property (IP) of our
core DNA is protected
by our passionate and
highly talented IP team
MANUFACTURING
During FY25, we manufactured our
products in nine countries with the
majority manufactured in Vietnam
and our Made In England range
and most collaborations made
in our Cobbs Lane factory in
Wollaston, England
MARKETING
Our global, regional and local
marketing campaigns aim to
grow brand awareness and
drive product demand and
reach across all channels
SELLING
We segment our selling by
both channel – ecommerce,
retail and wholesale –
and by region – EMEA,
Americas and APAC
06
DR. MARTENS PLC ANNUAL REPORT 2025
At Dr. Martens, we do the right thing
for the long term. This means focusing
on creating long-term, sustainable
value for our stakeholders.
WHAT WE DO
Dr. Martens is an iconic, global footwear brand. We make
boots, shoes, sandals and bags, which we sell through our
DTC channel via our ecommerce platforms and our stores,
and through our business-to-business channel via both
wholesalers and distributors.
Read more page 02
GLOBAL REVENUE CHANNELS WHO WE CREATE VALUE FOR
Ecommerce
Our single most important store
is our own .com website, which covers
the majority of our markets. In FY25,
ecommerce generated 34% of revenue.
Retail
We operate 239 own stores globally
and they provide the opportunity to
showcase our brand and products in
the best possible physical environment.
Wholesale
This encompasses wholesale partner
relationships, together with country
distributor models and franchised
stores, giving the brand extra reach
and awareness.
Owners
Long-term business
success drives share price
appreciation together with a
progressive dividend policy
Our people
Ongoing training and
development within a
supportive and inclusive
working environment
Consumers
Being able to buy a
timeless, durable product
for a fair price
Partners
Working with an iconic,
global brand that
resonates strongly
with their consumers
Suppliers
Association with a strong,
responsible brand that
can generate long-term
demand growth
Environment
& communities
Reducing our environmental
impact and leaving things
better than we found them
Partners
We have strong wholesale partner
relationships globally, generating
both brand awareness and profit
Suppliers
Our long-term supplier relationships
ensure consistently high product quality
Financial
Strong margins, high cash conversion and
a robust Balance Sheet support continued
investment in long-term growth
STRATEGIC REPORT
07
DR. MARTENS PLC ANNUAL REPORT 2025
CHAIR’S STATEMENT
FOUNDATIONS
IN PLACE
“This has been a period of
significant change. Whilst our
results are down, as expected,
we achieved the four objectives
we laid out at the start of FY25.
In Ije and Giles we have a new
and engaged management team
and the new strategy they are
embedding will drive sustainable
growth in the years ahead.”
PAUL MASON
CHAIR
Giles has brought renewed financial discipline to
the business, particularly around costs and cash flow.
We achieved the top end of our £20m-£25m cost
savings guidance, with the full benefit to be felt in
FY26, and opex was very tightly controlled across the
business. Importantly, as I wrote in this statement last
year, these cost savings have been achieved whilst
protecting the brand and our future growth prospects.
We have also meaningfully strengthened the Balance
Sheet. We reduced inventory by £67.2m, with a further
reduction guided for FY26, with net debt reducing by
£110.3m incl. leases. In the autumn we also successfully
refinanced the business, ahead of schedule, reducing
the amount of overall debt and giving certainty for the
coming years.
FY25 also saw the transition of CEO, from Kenny to Ije,
which was a well-planned and phased leadership transition.
Initially Ije remained focused on his Chief Brand Officer
(CBO) role, whilst Kenny remained as CEO. In his role as
CBO, Ije spear-headed a major pivot in our marketing,
from previously being centred around cultural storytelling
to now being focused very firmly on our products. Ije also
restructured our marketing and brand organisation, bringing
in new talent and ensuring we were set up appropriately
for a leading global brand. In the autumn we moved into
the second phase of leadership transition, with Ije and
Kenny spending significant time together handing over
In last year’s statement we shared that this would be a
difficult period financially, and this proved to be the case.
The ongoing weakness in our Americas business,
particularly wholesale, coupled with a subdued consumer
backdrop in EMEA and some cost headwinds, has
weighed on our profitability significantly. At a Group level,
revenue declined by 8.2% CC (constant currency basis)
to £804.8m. Within these results there is a mixed picture
regionally, with EMEA and Americas revenues down
and APAC slightly up on a CC basis. Adjusted PBT was
£34.1m, impacted by lower revenues.
At the start of FY25, we also outlined the four key
objectives we were focused on: returning our Americas
DTC business to growth in the second half, changing our
marketing approach to refocus on our product, reducing
our cost base by £20m-£25m and strengthening our
Balance Sheet. I am pleased to report that we achieved
all four of these objectives. Whilst the consumer
backdrop remains challenging, and our Americas
wholesale business will take time to rebuild, the business
has more stable foundations than it did a year ago.
GOVERNANCE
This period has also been one of significant management
change, and I am very confident that in Ije Nwokorie and
Giles Wilson, as CEO and CFO respectively, we have the
right management team to lead the business and to build
the next stage of our growth.
08
DR. MARTENS PLC ANNUAL REPORT 2025
NEW STRATEGY
CEO responsibilities and knowledge. Ije then became CEO
on 6 January, with Kenny remaining with the business
until the end of March as a resource for Ije and to ensure
a successful and complete transition.
On behalf of the Board, I would like to express sincere
thanks to Kenny for his time, care and dedication in ensuring
that this CEO transition was a successful one. During his
almost seven years as CEO, Kenny oversaw significant
growth in the business and transformed our capabilities. His
focus on product, brand and custodianship instilled a strong
culture through the organisation and we wish him all the
best for the next stage of his career.
Since taking over as CEO, Ije has brought a new energy
and focus to the organisation. Working in partnership
with Giles, Ije has undertaken a comprehensive review
of our strategy and operational model. As part of the
FY25 results, Ije and Giles have shared our new evolved
strategy. You can read more on this on pages 20 and 21
and my thoughts on it in the box below.
At the end of FY25 we also welcomed two new Non-
Executive Directors to the Board, Robert Hanson and
Benoit Vauchy. Robert is an experienced executive with
a strong track record of delivering growth at consumer
brands. He was CEO of John Hardy and American Eagle
Outfitters and also served as executive vice president
(EVP) Wines and Spirits for Constellation Brands.
Prior to this he served for over a decade in senior roles
at Levi Strauss & Co, including as President of the
Americas division and, latterly, as Global Brand
President, Americas. His significant experience of the
North American market will be particularly valuable to
the Board and business in the coming years.
Benoit is a Partner at the Company’s largest investor,
global investment firm Permira, where he is a member
of the Investment and Executive Committees. He has
served on the board of Spanish online travel company
eDreams ODIGEO as a Non-Executive Director for a
decade, during which time the business has undergone
a significant period of transformation. Benoit has
worked at Permira since 2006, and previously spent
six years at JPMorgan in London and Frankfurt. Benoit’s
appointment demonstrates Permira’s significant
commitment to Dr. Martens and their focus on helping
the business get back into growth. The appointment
came after a change in the Permira relationship
agreement, entitling them to appoint two Board
Directors whilst their holding is over 20%.
More information can be found in our
Governance Report from page 92
PEOPLE
Throughout FY25 our people have continued to work
with dedication, tenacity and commitment. The culture
of Dr. Martens is a special one, and something we
continue to nurture. Our business is lucky to be full of
passionate, talented people and I would like to express
the Board’s gratitude to them.
SUSTAINABILITY
Our Sustainability Team now sits within our brand
organisation, and we have a renewed focus on better
communicating to our consumers the inherent strengths
of our products. The brand has embodied timeless
design, longevity and durability for over six decades, and
we have long focused on the sustainability of how our
products are made and sold. You can read more about
our progress against our sustainability commitments
in our Sustainability Report on page 48 onwards.
DIVIDEND
In the FY24 results we announced an intention to hold
the FY25 dividend flat in absolute terms on FY24 and the
dividend the Board is proposing for FY25 is in line with
this commitment. For FY26 we will revert to our dividend
policy, of a 25-35% earnings payout. Dr. Martens
continues to be a highly cash generative business.
I would like to close this statement with thanks to our
supportive shareholders. We appreciate that the past
few years have been challenging and we are firmly
focused on unlocking the brand’s potential and returning
the business to growth.
PAUL MASON
CHAIR
4 JUNE 2025
Since Permira bought the business
in 2014, we have significantly
invested in our systems and internal
capabilities. These strengthened
foundations give the new leadership
team a solid platform on which
to execute the new strategy.
Over the past few months, Ije, Giles
and the wider leadership team have
undertaken a comprehensive and
thorough review of the business and
as part of our FY25 results we shared
the new strategy. This builds on the
work in FY25 stabilising the business,
transitioning to the new leadership
team, focusing on product led
marketing and introducing the
necessary financial disciplines.
The Dr. Martens brand is well-
known across the globe, however
our revenues remain significantly
below the potential of the brand.
Iam confident that in Ije and Giles
we have the right leadership to
unlock the opportunities ahead.
More information can be
found on our new strategy
on page 20
STRATEGIC REPORT
09
DR. MARTENS PLC ANNUAL REPORT 2025
Q&A WITH IJE AND GILES
IJE NWOKORIE
Chief Executive Officer
GILES WILSON
Chief Financial Officer
10
DR. MARTENS PLC ANNUAL REPORT 2025
Q&A
What attracted you to your roles at Dr. Martens?
IJE: I’ve always loved the brand since I got my first,
used pair, as a student in the 90s. And in a career that
has had me influence some of the world’s most iconic
brands, Dr. Martens has always been the example
of a brand that resonates across demographics and
generations. From both personal and professional
perspectives, it was incredibly attractive and the
decision to join the Board at IPO was a no-brainer.
Beyond that though, having sat on the Board and then
served as Chief Brand Officer (CBO), I’ve got to see
this brand from the inside, so I know first-hand the
passion and talent of our people, the strength of the
product line and the robustness of its operations.
So of course, the opportunity to lead the organisation
to capitalise on this platform and build the most desired
premium footwear brand in the world is as exciting an
opportunity as I can imagine.
GILES: As I’ve said before, when I got the email about
the Dr. Martens CFO role it just made me smile. It is
rare that you get the opportunity to work for a brand
that has such an iconic product that has so much
emotional connection to so many people. The product
itself has such quality and so much untapped
opportunity. Add this to the key financial fundamentals,
a great margin structure, strong cash generation and
significant growth runway and it was a no-brainer for me.
I’ve really enjoyed my first year as CFO of this business
and I’m excited for the opportunities ahead.
Dr. Martens has pivoted away from broad culture-based
storytelling to a product-led marketing approach. How has
this shift impacted consumer engagement and sales so far?
IJE: Over the last few seasons, our marketing moved
away from talking about our amazing products.
This narrowed the consumers we were appealing to,
particularly in countries where we are less well-known.
The big early decision I therefore made as CBO was
to shift our marketing approach to focus relentlessly on
product and we have seen some great initial responses.
The first campaign under the new marketing approach,
‘Ambassador’, launched in July 2024 which was a
variation of our iconic products in a soft leather. We know
our consumers really care about comfort and although
we’ve always sold soft leather products, we’d not leant
into that attribute through marketing in the past. We went
big with a ‘we’ve gone soft’ campaign in stores and online
and this range performed really well for us, consistently
being in our top-selling products. There’s more we’ll do
and say about comfort in the future.
The most recent campaign was Buzz, a new shoe built
off a product from our archive. We highlighted Buzz’s
comfort and versatility and worked in both our DTC
channels and in concert with our B2B partners to bring
Buzz to the world. Sales have been fantastic, as Buzz
quickly became not just our best-selling product, but
a cultural phenomenon in its own right.
We’re only at the start of this journey, we have some
great new talent in our brand organisation and we
make phenomenal products – it is just a case of telling
that story to more consumers globally.
The USA market has been challenging for you.
What is the strategy and outlook here?
GILES: The USA market has been challenging for
a number of reasons including the macro environment
and a weaker consumer market, especially for boots.
IJE: It is also the case, however, that our USA business
has more fashion-led consumers than other markets,
and we’ve historically sold in too narrow a product
range, particularly to our wholesale customers. That
meant that we were more impacted than we should
have been by the boots fashion downturn. This isn’t
a quick fix, but we’re firmly focused on rebuilding our
USA business in a more sustainable way.
GILES: We are pleased to see that wholesale in-market
inventory levels are now in a much healthier place.
Going forward, we will also change our approach to
USA wholesale, from its current quite transactional
approach to a more strategic partnership, as we
currently have in EMEA. This means working closely
with wholesale partners to align on mutual aims and
opportunities. This will take time to embed however
it will lead to a more resilient business in the future.
IJE: The good news is we’re already beginning to see
results with DTC growth in the second half. And as I’ve
travelled around and met with our wholesale partners,
they all see Dr. Martens as key to their future and are
keen to partner with us in building a strong wholesale
operation in the Americas.
STRATEGIC REPORT
11
DR. MARTENS PLC ANNUAL REPORT 2025
Q&A WITH IJE AND GILES CONTINUED
Dr. Martens has implemented a £25m cost-action plan and
has strengthened its Balance Sheet. How are you thinking
about the efficiency of the business going forward?
GILES: Due to the rapid growth of the business from
FY19 to FY23, the cost base had grown significantly
alongside revenue creating an infrastructure more
suited to a bigger organisation. Because of the loss
of wholesale revenue, which has very few fixed costs
attached, the cost base remained too high for the
size of the current business. We therefore did a review
of the cost base and identified c.£25m of cost which
could be removed from the business to drive
efficiencies and not impact the sales operations.
IJE: We moved swiftly to implement this plan without
impacting demand-generating spend and these
savings underpin FY26.
GILES: There has also been a cultural shift internally
and we now have a more cost-focused mentality
as a business.
IJE: Looking forward, as a leadership team we’ll
continue to focus on any areas where we can drive
greater efficiency – which also usually leads to quicker
decisions and greater accountability and provides
a basis for a lighter, more modern organisation.
Why the shift in strategy?
IJE: The previous strategy, which was called DOCS,
was centred around capturing demand for our core
products by expanding and integrating distribution.
It was essentially channel-first. This strategy saw us
through significant growth in revenue and raised brand
awareness, but part of that came from the benefit of
a growing boots category driven by a style conscious
consumer. We’re now operating in a very different
external environment, and the new strategy is crucially
all about being consumer-first. It builds on both the
significant strengths of our business as well as the
work done in FY25 which stabilised the business. We
previously had too narrow a focus – we primarily focused
on one type of consumer, a boots-led product base and
approached market growth with a DTC-first mindset. We
will widen our growth levers – by more actively growing
shoes, sandals and bags (as well as boots) and be more
consumer-led in terms of which model we use by market
– for some that will mean distributor-led, others will be
DTC-led, and some a hybrid.
GILES: This approach will reduce risk, improve the
sustainability of future profitable growth, and improve
returns. What doesn’t change is that our brand has deep
consumer engagement and our product range is strong.
What are the main objectives of the new strategy?
IJE: Dr. Martens aspires to be the world’s most desired
premium footwear brand. Premium means higher price
points than the category norm, with a strong value-for-
money equation – we’re not trying to be a luxury brand.
The new strategy has four levers: engaging more
consumers, driving more product purchase occasions,
curating market-right distribution and simplifying the
operating model. You can read more about our new
strategy on page 20.
“As with any strategy, humility
is key, and we will stay close to
our partners and consumers,
to make sure we are fine-tuning
plans and actions as the world
changes around us.”
IJE NWOKORIE
CHIEF EXECUTIVE OFFICER
More information can be found on our
new strategy on page 20
OUR LEVERS FOR GROWTH
Introducing our
new strategy
CONSUMER
Engage more consumers
ORGANISATION
Simplify the operating model
PRODUCT
Drive more
purchase
occasions
MARKETS
Curate
market-right
distribution
12
DR. MARTENS PLC ANNUAL REPORT 2025
How will this strategy impact employees,
consumers and other stakeholders?
IJE: One of the key focus areas of the new strategy is
around organisation, operations and culture. We have
seen rapid growth, and our internal structures now
aren’t all fit for purpose. We will review and simplify
our operating model to speed up the business by
simplifying accountability, maximising productivity and
profitability, while making sure that Dr. Martens enables
people to do their best work. Without our people we’d
be nothing, and they remain at the heart of what we do.
We want existing consumers to discover more products
and more wearing occasions for Docs, and we want
to reach more consumers who haven’t shopped from
us before. The new strategy is consumer-first in every
respect. Importantly, by being consumer-first, it will
bring us into more strategic alignment with our
wholesale partners and create a strong, long-term
basis for us to grow together.
GILES: We expect the new strategy to deliver
sustainable, profitable revenue growth above the
rate of the relevant footwear market, with operating
leverage driving a mid to high-teens EBIT margin,
and underpinned by strong cash generation. This will
create value for shareholders.
Giles, how do you think about capital allocation?
GILES: Right now, our focus is on investing into the
business to drive our strategy and continuing to reduce
our net debt position. Alongside this, we are committed
to a progressive dividend policy.
How does this strategy position
the business for long-term success?
IJE: The new strategy broadens the growth
opportunities for the business – by market, and
adopting different models by market dependent on the
consumer, landscape and maturity; across our product
range; by widening our wholesale distribution; and by
stretching our pricing architecture. All of these should
enable the business to grow, and do so in a more
sustainable way, in the years ahead.
Do you see any challenges in implementing the new strategy?
GILES: We have big ambitions for this brand. There
is a lot that we want to do and we won’t be able to do it
all at once, so we need to take time to prioritise where
to invest our cash resources and so make sure we
implement it in the right way. Clearly, we won’t be
immune to the wider macroeconomic backdrop whilst
we are implementing the new strategy, so inevitably
there may be areas that evolve or new issues we’ll deal
with along the way.
IJE: And as with any strategy, humility is key, and we
will stay close to our partners and consumers, to make
sure we are fine-tuning plans and actions as the world
changes around us.
What are your priorities for FY26?
IJE: Our focus will be on pivoting the organisation to
ensure our people, plans, processes and partners are
set up to deliver our consumer-first strategy. With these
aims in mind, our key objectives to deliver growth for
FY26 are to reduce the reliance on discounted pairs
in Americas wholesale, drive pairs growth in product
families such as Buzz, Zebzag and Lowell, open in new
markets through a capital-light structure and simplify
our operating model.
STRATEGIC REPORT
13
DR. MARTENS PLC ANNUAL REPORT 2025
CEO REVIEW
TIMELESS
ENERGY
We delivered strongly against our four FY25
objectives set out at the start of the year: we returned
our Americas DTC to growth in H2; we pivoted our
marketing to relentlessly focus on product, with new
products such as Ambassador, Anistone, Buzz and
Dunnet Flower performing very strongly for us and
our partners; we delivered £25m of annualised cost
savings, at the top end of our target, with the full
benefit in FY26; and we strengthened our balance
sheet through a significant reduction in inventory
and net debt, as well as the successful refinancing
of the Group.
Group revenue declined by 8% CC, in line with
guidance and against a challenging macroeconomic
and consumer backdrop in several of our core markets.
Gross margin declined by 0.6pts to 65.0% mainly
driven by lower DTC revenues, together with clearance
of some aged and fragmented product lines through
USA wholesale channels to reduce inventory. We tightly
managed both COGS and operating costs through
the year, with operating costs broadly flat, even after
increased demand generation spend. Adjusted PBT was
£34.1m, or £40.3m on a CC basis, and PBT including
adjusting items and exceptional costs was £8.8m.
14
DR. MARTENS PLC ANNUAL REPORT 2025
She has over 20 years of brand building and leadership
experience. In her role as CBO she will be responsible for
driving the business’ brand strategy, vision and creative
direction, and will oversee its global product, marketing
and sustainability divisions. She will assume her role at
the start of July. Paul Zadoff joined at the start of June
as Americas President. He brings 30 years of leadership
experience with iconic global brands, including two
decades at NIKE. Paul will be responsible for leading the
experienced regional team in driving the performance,
growth and profitability of the Americas business.
We have made good progress implementing the
strategy of our world class Supply Chain in recent years,
enhancing the flexibility of our DC network, significantly
improving the control over our supply chain inputs and
diversifying our factory base. For AW25, our planned
Tier 1 footwear sourcing is 62% Vietnam, 31% Laos,
4% Thailand, 2% Pakistan and 1% from our Made In
England factory in Wollaston, UK.
We continue to make good progress against our
sustainability strategy. Our UK repair service, in
partnership with The Boot Repair Company, continues to
receive exceptionally positive feedback. We are working
to expand the UK service to cover a wider range of our
products, as well as actively engaging with potential
repair partners in other markets as we work to expand
the service to more consumers. Our US resale business,
ReWair, has now been live for a year and has had strong
performance with a significant proportion of purchasers
being new to the brand. We have also expanded our
product range made with our reclaimed leather, Genix
Nappa. Finally, we took a step forward in improving the
traceability of our leather supply chain, with 97% of our
leather traceable in FY25.
We are nearing the end of a period of significant systems
investment and are increasingly focused on optimising
our systems to enable growth and drive efficiency.
During the year, we went live with our Customer Data
Platform (CDP) in EMEA and Americas, just ahead of
the peak trading period. The CDP gives us a single view
of the consumer across DTC channels in both regions.
It will allow us to gain deeper insights into customer
behaviour, preferences and customer journeys, and
enable us to deliver personalised marketing and content
to our consumers. As the system gathers more data,
we will see benefits building over time. The last core
system to be implemented is the Supply and Demand
Planning System. This is a modern system which will
help us optimise inventories, maximise availability and
enhance agility across our business. The system is on
track to go live by the end of H1 FY26.
IJE NWOKORIE
CHIEF EXECUTIVE OFFICER
4 JUNE 2025
Overall, pairs were down 9%, with DTC pairs flat and
wholesale pairs down 15% as expected, as our wholesale
partners normalised their inventory levels. We saw a very
strong performance in shoes, with DTC pairs up 15% with
particular success in our bestselling Adrian Loafer, as well
as in new shoe families, the Lowell and Buzz. Sandals
also saw a good performance, with DTC pairs up 7%, and
we continue to see a strong performance in our mules
range, led by the Zebzag. Boots remained challenging,
with DTC pairs down 9%, with our continuity boots
weaker, as expected. This was partially offset by success
in product newness, both as extensions of the core icons,
for example through the Ambassador soft leather boot
and through new product lines such as the Anistone biker
boot. Our Bags & Other category is currently a relatively
small part of our business and was down 4%, however
we saw particular success with our Weekender bag
(priced at £300/€320/$320) and the Top Handle bag.
We will continue to innovate around bags in future. As
a proportion of FY25 Group revenue, boots accounted
for 57%, shoes 26%, sandals 12% and bags & other 5%.
Collaborations are an important part of our product
strategy and allow us to work with global brands to drive
engagement and excitement with consumers. Throughout
FY25 we continued to work with long-term collaboration
partners such as Stussy and Supreme, and we also worked
with some new partners in the year including a capsule
collection with hit Netflix series Wednesday.
At our FY24 results we announced that we would
be implementing a cost action plan and targeted
£20m-£25m of cost savings, of which the full benefit
would be seen in FY26. We took swift action to identify
and implement savings without impacting demand-
generating spend and identified savings at the top end
of our guided range of £25m, with some benefit seen
in FY25 due to efficient execution. Two-thirds of the
savings came from reducing people costs with the
remaining from efficiencies and procurement savings.
Additionally, we have instilled a culture of tight cost
control across the business which will help drive further
cost focus in future years. As a result of this cost action
plan, we have incurred exceptional costs of £8.9m in
FY25, with further detail provided in the Finance Review.
In February 2025, the Group commenced a project to
change and improve our global technology capabilities,
through the establishment of a new Global Technology
Centre (GTC) in India. This change will allow us to build
on our existing platforms and expand our capabilities in
a sustainable way. As a result, we have incurred £2.8m of
exceptional costs. The benefits of this project will be offset
by double running costs in FY26, with annualised cost
benefits seen in FY27 once the GTC is fully operational.
We are pleased to have recently announced the
appointments of Carla Murphy as Chief Brand Officer
(CBO) and Paul Zadoff as Americas President. Carla
joins from adidas AG, where she served as Global Senior
Vice President/General Manager for adidas Outdoor.
STRATEGIC REPORT
15
DR. MARTENS PLC ANNUAL REPORT 2025
PERFORMANCE IN FOCUS
DUCT
In early 2024, we hired our first Chief
Brand Officer to oversee the global
marketing, product and strategy
functions. The responsibilities of this
role include setting the overall brand
strategy, vision and direction. One of
the first changes made under the CBO
was the pivot of our marketing efforts
from brand storytelling to a focus on
product marketing.
PRO-
FY24/25 strategy look back
Our strategy over the past few years including FY25 has been DOCS and
the below is an update of our performance against this strategy for FY25
DTC FIRST
+ DTC revenue was down 2% (CC)
with mix up 4%pts to 65%
+ Opened 17 new stores globally,
predominantly in APAC and EMEA
+ Continued to roll out omnichannel
capabilities, now live in the majority
of our EMEA countries
D
ORGANISATIONAL AND
OPERATIONAL EXCELLENCE
+ Progressed the implementation of our
supply and demand planning system, with
go live on track for the end of H1 FY26
+ We executed our cost action plan swiftly,
rightsizing our cost base and reaching
the top of our £20m-£25m guidance.
This cost reduction will benefit FY26
O
CONSUMER CONNECTION
+ Customer data platform went live in EMEA
and America at the end of 2024, giving
us a single customer view through both
DTC channels (retail and ecommerce)
+ Pivoted our marketing efforts to focus
on product storytelling, driving demand
for both core and newness
C
SUPPORT BRAND EXPANSION
WITH B2B
+ Worked strategically with key wholesale
partners to land new product families
+ Action taken to clear some aged and
fragmented product lines through USA
wholesale channels to reduce inventory
S
One of our key objectives for FY25 was to pivot our marketing
approach from brand storytelling to a relentless focus on product.
Over the last few years, we had become
too focused on storytelling around culture,
rather than talking about our products
and so we’ve given the consumer clarity
of message through this shift.
Throughout FY25, we saw early signs that
this pivot to product marketing was working,
with encouraging sell-throughs of the
products featured, for example our soft
leather products, Ambassador and our
Anistone biker boot. Going forward, we will
continue with this marketing approach,
leading with key product stories each
season as well as an ‘always on’ approach
to icons marketing.
During FY25, we also restructured our
marketing organisation globally. We created a
global brand studio to enable global creative
leadership and changed a number of roles
and responsibilities to leverage the best of
our talent globally as well as hiring some
exceptional talent.
As part of this Annual Report, we are introducing our new strategy
which you can read about on page 20
16
DR. MARTENS PLC ANNUAL REPORT 2025
MORE
THIS WAY
USED
FOC-
“Pivoting our marketing
to focus on our amazing
products allows us to
speak to the product
attributes of comfort,
style and versatility,
which really matter
to consumers.”
ADAM MEEK
CHIEF PRODUCT OFFICER
STRATEGIC REPORT
17
DR. MARTENS PLC ANNUAL REPORT 2025
PERFORMANCE IN FOCUS CONTINUED
Americas
Throughout the period, we implemented
our action plan to turn Americas DTC
to growth with a focus around digital
and marketing:
MARKETING:
+ We pivoted our marketing to be product
focused (read more on pages 16 and 17
about this global initiative) and we also
changed our mid-upper funnel marketing
tactics to focus more on paid media
partnerships, influencer marketing and
out-of-home, which drove new customer
acquisition and consideration
We did significant out-of-home marketing
in New York for our main Autumn/Winter
campaign ‘Boots Like No Other’, ensuring
we were visible across key areas of the
city. This resulted in a meaningful
increase in footfall to our stores.
As a result of this action plan, one of our
key objectives for FY25 was to turn around
our Americas DTC business and get this
area back into growth in H2. We achieved
this with growth of 1% (CC) in H2.
We slowed down our store opening
programme to focus on the current estate,
however during FY25 we opened our first
outlet store in the Citadel Outlets in Los
Angeles. The store is performing ahead
of expectations and is allowing us to sell
through clearance stock at higher margin
than other discounting channels. We believe
there may be further outlet opportunities
in the USA going forwards.
AMERICAS
DTC
DIGITAL
+ We improved our product detail pages
(PDPs) and optimised the customer
journey which led to a double-digit
improvement in site conversion
18
DR. MARTENS PLC ANNUAL REPORT 2025
INSIGHTFUL
DATA
CUSTOMER DATA PLATFORM
One of the core systems we’ve been implementing over
the past year is our customer data platform (CDP). This
platform allows us to have a single view of the consumer
across both direct-to-consumer (DTC) channels and will
allow us to gain deeper insights into customer behaviour,
preferences and customer journeys, enabling us to deliver
personalised marketing/content to our consumers.
The CDP went live during the year, ahead of peak, and
has been gathering data on our consumers’ shopping
habits. Given the nature of the platform, and how it relies
on data to provide insights, the more data we have, the
more powerful the platform becomes and so we will see
benefits building over time.
We are still in the early stages, however we’ve seen
some good results so far, including an increase in
conversion rate and revenue generation in the early
stages of our VIP customer engagement strategy.
T
H
E
B
E
N
E
F
I
T
S
O
U
R
C
U
S
T
O
M
E
R
D
A
T
A
P
L
A
T
F
O
R
M
I
S
D
E
L
I
V
E
R
I
N
G
Better customer
insight
Understanding our
consumers inside
out, tailoring our
strategies to match
their preferences
Efficiency boost
Automation of
processes so more
time is spent on
strategic tasks
Maximising
marketing budget
Target marketing
efforts more
effectively, spending
less and getting
stronger results
Personalised
journeys
Driving trust
and loyalty
with consumers
Making emotional
connections
Building an
emotional bond
with our consumers,
driving retention,
loyalty and advocacy
Enhancing long-
term relationships
Increasing consumer
satisfaction and
loyalty which will
increase lifetime value
“Our new supply and
demand planning system
will transform the way we
manage our supply chain,
maximising availability
whilst optimising inventory
efficiency. I’m excited
about this key milestone
for our business.”
GEERT PEETERS
CHIEF OPERATING OFFICER
SUPPLY AND DEMAND PLANNING
We continue to make progress on the
implementation of our supply and demand
planning system. This is a modern system
which will help us optimise inventories,
maximise availability, particularly around sizing,
and enhance agility across our business.
THE BENEFITS THIS SYSTEM WILL DELIVER:
1
Working capital efficiencies
2
End-to-end view of demand,
supply and inventory
3
Improved demand forecasting
4
Reduced planning lead times
The system is on track to go live by the end
of H1 FY26 and we will start to see benefits
from FY27 onwards. As with the CDP, the
supply and demand planning system will
learn over time, so we will see increased
benefits as the system gathers more data.
Systems
AMERICAS
STRATEGIC REPORT
19
DR. MARTENS PLC ANNUAL REPORT 2025
STRATEGY
AMBITION
TO BE THE
WORLD’S
MOST
DESIRED
PREMIUM
FOOTWEAR
BRAND
Learn more from our CEO –
share in the vision and insights
behind our new strategy.
20
DR. MARTENS PLC ANNUAL REPORT 2025
MARKETS
Curate market-right distribution
PRODUCT
Drive more purchase occasions
+ Lead marketing with product, grounded
in comfort, craft and confidence
+ Deliver a seamless omni-channel
experience tailored to each consumer
+ Build post-purchase engagement
to increase purchase frequency and
consumer spend
+ Simplify how we work to drive efficiency,
scale and speed
+ Optimise the cost base to support
strategic priorities
+ Build a culture of excellence, care,
and accountability, strengthening
organisational clarity, talent
development and disciplined execution
+ Reinforce premium positioning of our icons through
elevated collections
+ Manage hero product families to optimise newness
across diverse wearing occasions
+ Extend our offer in sandals, bags and other adjacent categories
+ Innovate to enhance comfort, lightness and sustainability
+ Expand B2B through long-term product and marketing
partnerships with top-tier accounts
+ Build a differentiated DTC footprint to elevate the brand,
aligning operating models to each market
+ Enter new growth markets with capital light distribution models
ORGANISATION
Simplify the operating model
CONSUMER
Engage more consumers
MEDIUM-TERM TARGETS
WE HAVE FOUR LEVERS FOR GROWTH:
Over the medium term we expect to deliver sustainable, profitable
revenue growth above the rate of the relevant footwear market,
with operating leverage driving a mid to high-teens EBIT margin,
and underpinned by strong cash generation.
STRATEGIC REPORT
21
DR. MARTENS PLC ANNUAL REPORT 2025
FINANCE REVIEW
A YEAR OF
STABILISATION
Total revenue declined 10.2% or 8.2% in constant
currency (CC), driven largely by a 19.5% reduction
in wholesale revenues (17.8% CC), together with
a decline in DTC revenue of 4.2% (2.1% CC), all in
line with our expectations and against a challenging
trading backdrop. Adjusted profit before tax was
£34.1m (FY24: £97.2m) and £40.3m CC. The decline
was driven by the revenue reduction, with COGS
and Opex
1
tightly managed. Adjusted earnings per
share was 2.4p (3.1p CC), compared to adjusted
earnings per share of 7.4p in FY24.
In order to assist shareholders’ understanding of
the performance of the Group, the narrative below
is focused on the adjusted performance for the
period, using several non-GAAP and Alternative
Performance Measures (APMs); in particular adjusted
EBIT
1
, adjusted profit before tax
1
and adjusted
earnings per share
1
.
22
DR. MARTENS PLC ANNUAL REPORT 2025
measures are also presented before impairment and currency gains/
losses, as these are significant non-cash accounting adjustments.
A glossary and a reconciliation of these APMs to statutory figures
can be found at the end of this report on pages 231 to 233.
To aid investors’ understanding of our performance, at H1 FY25
we also introduced further disclosure in CC. Inprevious periods we
referred only to % changes in revenue in CC terms. We now show
absolute and % change in CC terms across the Statement of Profit
or Loss and will do so going forward.
The Directors consider these adjusted measures to be highly
relevant as they provide a clearer view of the Group’s ongoing
operational performance and align with how shareholders value
the business. They also reflect how the business is managed
and measured on a day-to-day basis, aid comparability between
periods and more closely correlate with the cash and working
capital position of the Group, by excluding the effect of significant
non-cash accounting adjustments.
The adjusted measures are before certain exceptional costs which
include one-off director joining costs, cost savings related costs and
acceleration of capitalised fees in relation to refinancing. Adjusted
Results – at a glance
FY25
Reported
FY25
CC
1,2
FY24
Reported
% change
Reported
% change
CC
1,2
Revenue Ecommerce 268.3 273.5 276.3 -2.9% -1.0%
Retail 242.4 248.4 256.8 -5.6% -3.3%
DTC 510.7 521.9 533.1 -4.2% -2.1%
Wholesale
3
276.9 282.9 344.0 -19.5% -17.8%
787.6 804.8 877.1 -10.2% -8.2%
Gross margin 511.7 524.8 575.2 -11.0% -8.8%
Opex
1
(378.4) (383.8) (377.7) 0.2% 1.6%
Adjusted EBIT
1,5
60.7 67.1 126.4
Currency losses (3.1) (2.8) (4.2)
Impairment of non-financial assets (4.3) (4.5) –
Exceptional costs
1
(16.3) (16.4) –
EBIT
1,5
37.0 43.4 122.2
Adjusted Profit before tax
1,5
34.1 40.3 97.2
Profit before tax 8.8 15.0 93.0
Profit after tax 4.5 69.2
Adjusted basic earnings per share (p)
1,5
2.4 3.1 7.4
Basic earnings per share (p) 0.5 7.0
Dividend per share (p) 2.55 2.55
Key metrics Pairs sold (m) 10.5 11.5 -8.8%
No. of stores
4
239 239
DTC mix % 64.8% 64.8% 60.8% 4.0pts 4.0pts
Gross margin % 65.0% 65.2% 65.6% -0.6pts -0.4pts
EBIT margin %
1,5
4.7% 5.4% 13.9% -9.2pts -8.5pts
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
2. Constant currency applies the prior period exchange rates to current period results to remove the impact of FX. Previously, we presented this by applying current period budgeted
rates to both the current and prior period.
3. Wholesale revenue including distributor customers.
4. Own stores on streets and malls operated under arm’s length leasehold arrangements.
5. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. The Group has
also introduced the use of adjusted performance measures which are exclusive of the impact of exceptional costs, currency gains/losses and impairment of non-financial assets.
Refer to the Glossary on pages 231 to 233 for further explanation of these changes. Prior period amounts have been updated to reflect this change.
STRATEGIC REPORT
23
DR. MARTENS PLC ANNUAL REPORT 2025
FINANCE REVIEW CONTINUED
latter part of H2 with Group retail revenue returning to flat year-
on-year in Q4. For the full period, retail revenue was down 5.6% in
EMEA, down 3.8% in Americas and grew 4.2% in APAC, all in CC.
During the period we opened 17 new stores and closed 17 stores to
end the period with 239 own stores. Of the 17 stores closed during
the period, five were as a result of a site relocation. The remainder
were spread across multiple markets and were the result of normal
store portfolio management.
Wholesale revenue was down 19.5% or down 17.8% CC. Americas
was down 23.0% (20.9% CC), as previously guided we saw reduced
ordering by wholesale customers as they right-sized their inventory
levels. EMEA wholesale declined by 17.0% (down 15.6% CC), with
key wholesale partners, particularly in the UK, carefully managing
their inventory levels.
PERFORMANCE BY REGION
We have changed our segmental reporting from EBITDA to EBIT.
We believe that EBIT represents a more relevant underlying
earnings indicator given it includes depreciation and amortisation,
including IFRS 16 lease depreciation. Regional EBIT therefore
shows the results of core operations excluding only income or
charges related to capital and tax costs. For comparative purposes,
historical regional EBIT is disclosed on page 29.
PERFORMANCE BY CHANNEL
Revenue decreased by 10.2% or 8.2% CC. DTC revenue declined
by 4.2% or 2.1% CC, representing 64.8% of revenue mix (FY24:
60.8%). Wholesale revenues declined by 19.5%, or 17.8% CC,
in line with expectations, with the UK and USA contributing to
the majority of the decline. Volume, represented by pairs sold,
declined 8.8% to 10.5m pairs and DTC pairs were flat year-on-year.
Wholesale pairs were down 14.8%, with the lower USA order book
more than offsetting action taken to clear aged inventory via
wholesale in the USA.
Ecommerce revenue was down 2.9% or 1.0% CC. Growth of 9.5%
in APAC (up 14.7% CC) and flat performance in Americas was offset
by weaker trading in EMEA (down 6.3% CC). In EMEA we saw an
improved ecommerce performance in H2, albeit remaining down year-
on-year, while Americas was marginally positive in CC in both H1 and
H2. Trading in both EMEA and Americas was impacted by decreased
website visits in both regions, although conversion rates improved.
The order management system (OMS), providing a full omnichannel
offering, is now live in the majority of stores across EMEA.
Retail revenue was down 5.6% or 3.3% CC. Growth in APAC was
offset by challenging retail environments in EMEA and Americas,
driven by weaker footfall. However, we saw an improvement in the
£m FY25 FY24
% change
Actual
% change
CC
1
Revenue: EMEA 384.2 431.8 -11.0% -9.6%
Americas 288.5 325.8 -11.4% -9.7%
APAC 114.9 119.5 -3.8% 0.6%
787.6 877.1 -10.2% -8.2%
EBIT
1,3
: EMEA 74.4 109.7 -32.2%
Americas 9.4 41.7 -77.5%
APAC 15.0 22.1 -32.1%
Support costs
2
(61.8) (51.3) 20.5%
37.0 122.2 -69.7%
Adjusted EBIT
1,3
: EMEA 77. 3 109.7 -29.5%
Americas 13.6 41.7 -67.4%
APAC 16.0 22.1 -27.6%
Support costs
2
(46.2) (47.1) -1.9%
60.7 126.4 -52.0%
EBIT
1,3
margin by region: EMEA 19.4% 25.4% -6.0pts
Americas 3.3% 12.8% -9.5pts
APAC 13.1% 18.5% -5.4pts
Total
4
4.7% 13.9% -9.2pts
Adjusted EBIT
1,3
margin
by region: EMEA 20.1% 25.4% -5.3pts
Americas 4.7% 12.8% -8.1pts
APAC 13.9% 18.5% -4.6pts
Total
4
7.7% 14.4% -6.7pts
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
2. Support costs represent Group-related support costs not directly attributable to each region’s operations and including Group Finance, Legal, Group HR, Global Brand and Design,
Directors, Global Supply Chain and other Group-only related costs and expenses.
3. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. The Group has
also introduced the use of adjusted performance measures which are exclusive of the impact of exceptional costs, currency gains/losses and impairment of non-financial assets.
Refer to the Glossary on pages 231 to 233 for further explanation of these changes. Prior period amounts have been updated to reflect this change.
4. Total EBIT margins are inclusive of support costs.
24
DR. MARTENS PLC ANNUAL REPORT 2025
RETAIL STORE ESTATE
During the period, we opened 17 (FY24: 46) new own retail stores (via
arm’s length leasehold arrangements) and closed 17 stores (FY24: 11)
as follows below. Five of the closures were as a result of relocations.
1 April
2024 Opened Closed
30 March
2025
EMEA: UK 35 – (1) 34
Germany 19 – (2) 17
France 17 1 – 18
Italy 12 2 – 14
Spain 6 1 (1) 6
Other 13 4 (3) 14
102 8 (7) 103
Americas: 61 1 (3) 59
APAC: Japan 43 5 (2) 46
China 9 2 (4) 7
South Korea 17 1 (1) 17
Hong Kong 7 – – 7
76 8 (7) 77
Total 239 17 (17) 239
The Group also trades from 20 (FY24: 22) concession counters
in department stores in South Korea and a further 88 (FY24: 77)
mono-branded franchise stores around the world with 24 in Japan
(FY24: 19), 27 across Australia and New Zealand (FY24: 24) and
37 across other Southeast Asia countries and Canada (FY24: 31).
We closed all three franchise stores in the Nordics in the period as
we have two of our own stores in this region.
ANALYSIS OF PERFORMANCE BY HALF
Revenue in H2 was down 3.8% (1.8% CC) or £18.3m to £463.0m
(FY24 H2: £481.3m), with EBIT down 36.4% to £52.1m (FY24 H2:
£81.9m) and adjusted EBIT down 26.5% or £23.0m to £63.7m
(FY24 H2: £86.7m). In all regions total revenue showed improved
performance on a reported and CC basis in H2 compared to H1, with
APAC achieving year-on-year growth in H2. Ecommerce revenue was
down 2.4% in H1 and down 0.3% CC in H2. In retail, revenue showed
improved performance in H2, driven by APAC up 2.6% (up 7.4% CC).
Wholesale performance also showed an improving trend in H2, driven
by Americas which was down 36.2% in H1 (34.0% CC) and down
6.1% in H2 (4.3% CC).
H1 FY25 H2 FY25
Actual CC Actual CC
Total Revenue -18.0% -16.1% -3.8% -1.8%
Revenue: Ecommerce -4.4% -2.4% -2.2% -0.3%
Retail -9.0% -6.6% -3.3% -1.0%
DTC -6.8% -4.6% -2.7% -0.6%
Wholesale
1
-29.0% -27.4% -6.4% -4.4%
Region: EMEA -16.4% -15.5% -6.6% -4.7%
Americas -22.3% -20.2% -2.4% -1.0%
APAC -11.9% -6.9% 2.7% 6.7%
1. Wholesale revenue including distributor customers.
EMEA Revenue declined 11.0% to £384.2m, or 9.6% CC. DTC declined
by 7.4% (5.9% CC) with retail and ecommerce down 7.2% and 7.6%
respectively (5.6% and 6.3% CC). DTC performance was challenging,
reflecting a highly promotional competitive background, particularly in the
UK, however we maintained our discipline and participated in promotions
in line with our broader discounting strategy. EMEA wholesale revenue
declined by 17.0% with partners carefully managing their inventory levels
as expected, particularly in the UK. DTC mix grew by 2.6pts to 64.8%.
During the period we opened eight new stores, one in each of
France, Spain and Netherlands, two stores in Italy, together with
our first stores in Sweden and Austria (two stores). We closed
seven stores in the period, four of which were relocations.
EMEA adjusted EBIT was £77.3m (FY24: £109.7m), driven by the
revenue decline, with costs tightly managed.
Americas Revenue declined 11.4% to £288.5m, or 9.7% CC. DTC
revenue declined by 2.6% (1.1% CC), with broadly flat ecommerce
revenues (down 0.9% reported or up 0.6% CC) offset by retail
decline of 5.2% (3.8% CC) driven by weaker footfall. There was
improvement in H2, with retail up 1.0% and ecommerce up 0.7%
CC. Americas wholesale revenue declined 20.9% CC in line with
our expectations, due to a lower orderbook as wholesale customers
right-sized their inventory levels.
During the period we focused on our current store estate in the
USA and slowed down new store openings. We closed three stores
where the street traffic had permanently declined in the location
and also opened our first outlet store, giving us a more efficient
clearance channel in the market.
Americas adjusted EBIT was £13.6m (FY24: £41.7m) due to the
decline in revenue partially offset by tight cost control.
APAC Revenue declined by 3.8% to £114.9m but grew 0.6% CC.
This growth in CC was driven by DTC revenues increasing 2.9%
(up 8.5% CC), with DTC mix increasing by 4.7pts to 71.6%. Retail
revenue declined 1.7% but increased 4.2% CC, driven by higher
footfall in Japan and Korea. Ecommerce revenue was up 9.5%
(14.7% CC), with a good performance in Japan and China. APAC
Wholesale declined 17.5% (15.4% CC), as expected, with slower
sell out and inventory management in Southeast Asia distributors
as well as in Japan. We saw good revenue growth in Australia and
New Zealand of 11.6%, a distributor model, with the opening of
four new franchise stores.
During the period we opened eight new stores, with five in Japan,
two in China and one in South Korea. In Japan, in addition to the
owned store openings, we opened seven new franchise stores, with
a healthy pipeline of both DTC and franchise stores in this market.
We closed seven own stores and seven franchise stores in APAC
due to strategic decisions to invest in more profitable markets.
APAC adjusted EBIT was £16.0m (FY24: £22.1m) due to deleverage
as a result of the decline in revenue.
Adjusted Group support costs were tightly managed, declining
1.9% to £46.2m.
STRATEGIC REPORT
25
DR. MARTENS PLC ANNUAL REPORT 2025
FINANCE REVIEW CONTINUED
ANALYSIS OF PERFORMANCE BY QUARTER
Our DTC performance was in line with expectations. Q1 was impacted by the earlier timing of Easter, which fell in Q4 FY24 (as opposed
to FY25 Q1 as is typically the case). Q2 and Q3 saw improved DTC performance compared to Q1, with Q3 growing 0.7% CC, as Autumn/
Winter (AW) newness and product-led marketing campaigns drove performance. Q4 DTC stepped back, declining 2.7% CC, as promotional
activity in the wider market impacted full price trading. Wholesale also performed in line with expectations, with a lower order book in
Americas, as expected, together with EMEA wholesale customers carefully managing their inventory levels.
Q1 Q2 Q3 Q4
Actual CC Actual CC Actual CC Actual CC
Total Revenue -17.6% -15.8% -18.2% -16.3% -2.8% 2.6% -5.0% -7.0%
Revenue: Ecommerce -8.8% -7.1% -0.6% 1.6% -3.9% 2.3% 0.6% -4.4%
Retail -9.7% -7.3% -8.3% -6.2% -5.4% -1.3% 0.0% -0.5%
DTC -9.3% -7.2% -4.6% -2.4% -4.5% 0.7% 0.3% -2.7%
Wholesale
1
-35.0% -33.9% -27.3% -25.6% 3.0% 9.4% -13.2% -13.9%
Region: EMEA -13.8% -13.1% -17.5% -16.7% -4.2% 0.2% -10.0% -11.1%
Americas -26.2% -25.8% -20.2% -17.2% -4.2% 2.1% -0.4% -4.2%
APAC -7.7% -0.5% -15.0% -12.0% 6.4% 14.2% -1.3% -1.6%
1. Wholesale revenue including distributor customers.
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
Profit after tax is analysed in the following table from EBITDA:
£m FY25 FY24
EBITDA
1
117.0 197.5
Depreciation and amortisation (72.5) (72.3)
Impairment (4.3) –
Other (losses)/gains (0.1) 1.2
Currency losses (3.1) (4.2)
EBIT
1
37.0 122.2
Add back: exceptional costs and adjusting
items
1
23.7 4.2
Adjusted EBIT
1
60.7 126.4
Net bank interest costs (21.1) (20.6)
Interest on lease liabilities and unwind of
provisions (7.1) (8.6)
Profit before tax 8.8 93.0
Add back: exceptional costs and adjusting
items
1
25.3 4.2
Adjusted profit before tax
1
34.1 97.2
Tax (4.3) (23.8)
Profit after tax 4.5 69.2
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
Depreciation and amortisation charged in the period was £72.5m
(FY24 £72.3m). This is analysed as follows:
£m FY25 FY24
Amortisation of intangibles
1
6.1 5.8
Depreciation of property, plant and
equipment
2
15.0 15.2
21.1 21.0
Depreciation of right-of-use assets
3
51.4 51.3
Total 72.5 72.3
1. Mainly represented by IT-related spend with the average useful term of 5 to 15 years.
2. Mainly represented by office and store fit out costs with a useful term of 3 to 15 years.
3. Mainly represented by depreciation of IFRS 16 capitalised leases with the average useful
term remaining of 3.2 years and 267 properties (FY24: 3.5 years and 263 properties).
PROFITABILITY ANALYSIS
Gross margin declined marginally by 0.6pts to 65.0% or by 0.4pts
CC. This was partly due to action we took to clear aged inventory
in the USA and responsible discounting in our global DTC channels
in line with our broader discounting strategy.
Opex
1
remained broadly flat, growing by 0.2%, or £0.7m, to
£378.4m or up £6.1m to £383.8m CC, which included £3.6m
incremental demand generation spend. Opex was very tightly
controlled across the business with all investments, including
demand generation, rigorously reviewed before being committed.
EBITDA
1
decreased by 40.8% to £117.0m (FY24: £197.5m), due
to the operational deleverage from reduced revenues, despite tight
cost control.
EBIT
1
decreased by 69.7% to £37.0m as a result of the decline in
EBITDA together with £4.3m impairment (FY24: £nil). Impairment
was charged in relation to 16 stores in FY25, mainly in EMEA and
Americas, which were assessed as underperforming. Currency
losses were £3.1m in the period (FY24: £4.2m loss). Adjusted EBIT
decreased by 52.0% to £60.7m (FY24: £126.4m).
26
DR. MARTENS PLC ANNUAL REPORT 2025
ADJUSTING ITEMS
In May 2024, the Group announced it would be undertaking a cost
action plan with benefits of savings from FY26. We took swift action
to identify and implement savings, which came from operational
efficiency and design, better procurement and operational
streamlining. We did benefit from some of these savings in FY25
and we expect annualised savings of c.£25m in FY26. In addition,
in February 2025, the Group commenced a project to change
and improve the Global Technology organisation and capability
through the establishment of a new technology centre in India.
In FY25, the Group incurred exceptional costs of £17.9m (FY24: nil),
£15.1m related to items included in our £15m guidance, primarily relating
to headcount reduction costs (£8.9m), director joining costs relating to
the new CEO and CFO (£4.6m) and the accelerated amortisation of fees
on debt refinancing (£1.6m). An additional £2.8m was incurred in relation
to establishment of the Global Technology Centre in India.
Impairment of non-financial assets, in relation to 16 underperforming
stores mainly in EMEA and Americas, and currency losses are
presented as other adjusting items to provide a clearer view of the
Group’s underlying operational performance.
£m FY25 FY24
Included in selling and administrative
expenses
Exceptional costs
1
Director joining costs 4.6 –
Cost savings related costs 11.7 –
16.3 –
Other adjusting items
Impairment of non-financial assets 4.3 –
Currency losses 3.1 4.2
Adjustments to EBIT
1
23.7 4.2
Exceptional costs
1
Accelerated amortisation of fees on debt
refinancing 1.6 –
Adjustments to profit before tax 25.3 4.2
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
Tax was a charge of £4.3m (FY24: £23.8m) with an effective tax
rate of 48.9% (FY24: 25.6%). The effective tax rate has significantly
increased in the period due to profit before tax being comparatively
lower than the previous period at £8.8m (FY24: £93.0m). This
means that any tax adjustments have disproportionately impacted
the effective tax rate as they are now a higher percentage of profit
before tax. After adding back adjusting items of £25.3m, our
adjusted effective tax rate reduces to 31.6%, higher than the UK tax
rate of 25% due to the impact of profits generated outside of the UK.
Earnings per share (basic) was 0.5p (FY24: 7.0p) or 2.4p on an
adjusted basis. EPS and diluted EPS are similar numbers due to
the minimal dilutive impact of share options on the total diluted
share number. The following table summarises these EPS figures:
FY25 pence
Reported
FY25 pence
CC
1
FY24
pence
Earnings per
share
Adjusted basic
1
2.4 3.1 7.4
Basic 0.5 1.1 7.0
Diluted 0.5 1.1 7.0
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
FOREIGN CURRENCY
Dr. Martens is a global brand selling to consumers across the world
in many different currencies, with the financial statements reported
in GBP. Foreign currency amounts in the Statement of Profit or
Loss are prepared on an average actual currency rate basis for the
period. These exchange rates are calculated monthly and applied
to revenue and costs generated in that month, such that the actual
performance translated across the period is dependent on monthly
trading profiles as well as movement in currency exchange rates.
To aid comparability of underlying performance, we have also
calculated constant currency movements across the Statement
of Profit or Loss, which is calculated by applying the prior period
exchange rates to current period results to remove the impact of FX.
Previously, we presented this by applying current period budgeted
rates to both the current and prior period, but believe the new
methodology provides a more relevant view of performance versus
actual prior period results.
Exchange rates mainly impacting the Group are GBP/USD,
GBP/EUR and GBP/JPY. The following table summarises average
exchange rates used in the period:
GBP/USD GBP/EUR GBP/JPY
FY25 FY24 % FY25 FY24 % FY25 FY24 %
H1 1.28 1.26 1.6% 1.18 1.16 1.7% 195 178 9.6%
H2 1.27 1.26 0.8% 1.20 1.16 3.4% 194 186 4.3%
FY 1.28 1.26 1.6% 1.19 1.16 2.6% 194 182 6.6%
The Group takes a holistic approach to exchange rate risk, monitoring
exposures on a Group-wide, net cash flow basis, seeking to maximise
natural offsets wherever possible. While COGS purchases for the
Group are predominantly denominated in USD, currency risk is
partially offset from USD revenues earned in Americas and from
distributor revenues, which are also largely USD denominated. Where
a net foreign currency exposure is considered material, the Group
seeks to reduce volatility from exchange movements by using
derivative financial instruments. During the period, a £3.8m gain
(FY24: £1.5m gain) was recorded in revenues related to derivatives
partially hedging the net EUR inflows.
Retranslation of foreign currency denominated monetary assets
and liabilities in the period resulted in a currency loss of £3.1m
(FY24: loss of £4.2m). This was predominantly due to the close
out of derivatives used for mitigating the GBP/EUR currency risk
derived from the EUR Term Loan.
INTEREST
The Group’s exposure to changes in interest rates relates primarily to
cash investments, borrowings and IFRS 16 lease liabilities. Total Group
net interest costs for the period were £28.2m, £1.0m lower than the prior
period (FY24: £29.2m) driven by a decrease of £1.7m of IFRS 16 interest
costs due to lower lease liabilities, increased interest receivable amounts
of £0.8m from higher cash balances and offset by the £1.6m of
accelerated amortisation of fees on debt refinancing. Interest costs
related to borrowings were broadly flat year-on-year. Following the
refinancing of the Group’s facilities in November 2024, increased interest
costs related to holding sterling denominated debt relative to EUR (with
the floating SONIA benchmark rate being higher than EURIBOR) were
materially offset by a reduction in gross loan amounts of £33.0m.
STRATEGIC REPORT
27
DR. MARTENS PLC ANNUAL REPORT 2025
FINANCE REVIEW CONTINUED
Payment of lease liabilities was £56.2m (FY24: £52.2m) higher
than FY24 by £4.0m primarily due to indexation increases in rent
following annual reviews.
FUNDING AND LEVERAGE
The Group is funded by internally generated operating cash flows,
bank debt and equity. During FY25 the Group successfully negotiated
with existing and new lenders to refinance its debt facilities, with the
new facilities drawn on 19 November 2024. The new facilities are
entirely GBP denominated and consist of a £250.0m term loan (FY24:
€337.5m EUR denominated) and £126.5m RCF (FY24:£200.0m) for
an initial term of three years, with the option to extend both facilities
by two additional one-year terms through to November 2029, subject
to lender approval. Further details on the capital structure and debt
are given in note 18 of the Consolidated Financial Statements.
The facilities are subject to a Net Debt/EBITDA leverage covenant of
<3x every six months, consistent with the terms of the previous loan.
The total net leverage test is calculated with a full 12 months of
EBITDA (covenant calculation basis) and net debt being inclusive of
IFRS 16 lease liabilities at the balance sheet date. As at 30 March
2025, the Group had total net leverage of 1.8 times (FY24: 1.8 times).
BALANCE SHEET
£m
30 March
2025
31 March
2024
Freehold property 6.7 7.0
Right-of-use assets 143.2 173.5
Other fixed assets 76.2 81.7
Inventory 187.4 254.6
Debtors 63.4 70.4
Creditors
1
(111.4) (100.7)
Working capital 139.4 224.3
Other
2
6.0 (1.5)
Operating net assets 371.5 485.0
Goodwill 240.7 240.7
Cash 155.9 111.1
Bank debt (250.0) (288.6)
Unamortised bank fees 3.7 2.3
Lease liabilities (155.4) (182.3)
Net assets/equity 366.4 368.2
1. Includes bank interest of £2.4m (FY24: £8.4m).
2. Other includes investments, deferred tax assets, income tax assets, income tax
payables, deferred tax liabilities and provisions.
INVENTORY
As previously disclosed, inventory levels were elevated in FY24 and
reducing inventory by £40m was a key target for FY25. We exceeded
this target, with inventory down £67.2m compared to the 31 March
2024 position. The inventory reduction was primarily achieved
through reduced purchases from our suppliers, and we additionally
cleared some aged inventory via the wholesale channel in the USA.
30 March
2025
31 March
2024
Inventory (£m) 187.4 254.6
Turn (x)
1
1.5x 1.2x
Weeks cover
2
35 44
1. Calculated as historic LTM COGS divided by average LTM inventory.
2. Calculated as 52 weeks divided by inventory turn.
CASH FLOWS
£m FY25 FY24
EBITDA
1
117.0 197.5
Decrease/(increase) in inventories 62.7 (1.6)
Decrease in debtors 6.3 23.0
Increase/(decrease) in creditors
1
15.3 (36.2)
Total change in net working capital 84.3 (14.8)
Share-based payments 7. 2 4.0
Capex (18.7) (28.4)
Operating cash flow
1,2
189.8 158.3
Operating cash flow conversion
1,2,3
162.2% 80.2%
Net interest paid (28.1) (17.0)
Payment of lease liabilities (56.2) (52.2)
Taxation (12.2) (18.8)
Repurchase of shares – (50.5)
Derivatives settlement
1
(4.0) (5.5)
Proceeds from borrowings 250.0 –
Repayment of borrowings (283.0) –
Dividends paid (9.5) (57.8)
Net cash inflow/(outflow) 46.8 (43.5)
Opening cash 111.1 157.5
Net cash exchange translation (2.0) (2.9)
Closing cash 155.9 111.1
1. Comparative information has been re-presented to separately disclose the gain
realised on matured derivatives.
2. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
3. Adjusted operating cash flow conversion
2
is 149.8% (FY24: 80.2%).
Operating cash flow generated an inflow of £189.8m (FY24:
£158.3m), impacted by positive working capital cash inflows of
£84.3m (FY24: outflow of £14.8m). Inventory levels have declined by
£62.7m during the period (FY24: £1.6m increase) due to the planned
reduction of purchases to reduce inventories together with action
to clear aged inventories through wholesale channels in the USA.
Debtors have decreased by £6.3m (FY24: £23.0m decrease),
predominantly driven by wholesale customer order fulfilment
ahead of peak in line with the Group’s ordinary trading cycle.
Trade debtor days increased to 58 days (FY24: 52 days) and
remains within standard terms of 60 days.
Creditors have increased by £15.3m (FY24: £37.7m decrease)
due to the timing of payments over the reporting date.
Capex was £18.7m (FY24: £28.4m) and represented 2.4% of revenue
(FY24: 3.2%). The breakdown in capex by category is as follows:
£m FY25 FY24
Retail stores 6.5 14.4
Supply Chain 1.4 2.7
IT/Tech 10.8 11.3
18.7 28.4
Net interest paid was £28.1m (FY24: £17.0m), higher than FY24
by £11.1m. Debt interest payments were £8.0m higher following a
change in interest term periods (from six to three months) along with
£3.8m of one-off transaction costs paid related to the refinancing,
which were capitalised with the new loan on the balance sheet.
Cash investment interest received grew by £0.7m, primarily from
higher average cash balances held during the period.
28
DR. MARTENS PLC ANNUAL REPORT 2025
In line with this guidance, the Board declares a final dividend
of 1.70p, taking the total dividend for FY25, including the interim
dividend of 0.85p, to 2.55p (FY24: 2.55p). This will be paid to
shareholders on the register as at 29 August 2025 with payment
on 8 October 2025.
£m FY25 FY24
Dividends paid during the period/year:
Prior period/year final dividend paid 9.5 42.8
Interim dividend paid – 15.0
Total dividends paid during the period/year 9.5 57.8
Profit for the period/year 4.5 69.2
Dividend in respect of the period/year:
Interim dividend: 0.85p (FY24: 1.56p) 8.2 15.0
Final dividend: 1.70p (FY24: 0.99p) 16.4 9.5
Total dividend in respect of the period/year 24.6 24.5
Payout ratio % 547% 35%
HISTORICAL EBIT ANALYSIS
As the Group has moved from EBITDA to EBIT disclosure for
segmental reporting, historical data on this basis has been provided
below alongside revenue for comparability across periods.
FY25 FY24 FY23
% change
Actual
% change
CC
£m
Revenue
(reported):
EMEA 384.2 431.8 443.0 -11.0% -9.6%
Americas 288.5 325.8 428.2 -11.4% -9.7%
APAC 114.9 119.5 129.1 -3.8% 0.6%
£m EBIT: EMEA 74.4 109.7 120.7 -32.2%
Americas 9.4 41.7 80.7 -77.5%
APAC 15.0 22.1 25.5 -32.1%
% EBIT
margin:
EMEA 19.4% 25.4% 27.2% -6.0pts
Americas 3.3% 12.8% 18.8% -9.5pts
APAC 13.1% 18.5% 19.8% -5.4pts
GILES WILSON
CHIEF FINANCIAL OFFICER
4 JUNE 2025
NET DEBT
Another focus through FY25 was a reduction in our net debt, with
overall net debt reducing year-on-year by £110.3m to £249.5m,
ahead of guidance of £310m to £330m.
£m
30 March
2025
31 March
2024
Bank loans (excluding unamortised bank fees) (250.0) (288.6)
2
Cash 155.9 111.1
Net bank loans (94.1) (177.5)
Lease liabilities (155.4) (182.3)
Net debt
1
(249.5) (359.8)
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
2. Previously reported net of unamortised bank fees of £2.3m.
LEASE LIABILITIES
New lease commitments and remeasurements during the period
were £26.0m, largely relating to £16.7m of additions. This was offset
by £56.2m of lease repayments. Average lease length is low, at
2.6 years to break, with the average lease length we expect to utilise
being 3.2 years reflected on the balance sheet.
£m
30 March
2025
31 March
2024
Average
lease length
to break
(years)
Stores 111.4 123.3 2.8
Offices, warehouses and other 44.0 59.0 1.7
Lease liabilities 155.4 182.3 2.6
Equity of £366.4m can be analysed as follows:
£m
30 March
2025
31 March
2024
Share capital 9.6 9.6
Hedging reserve 0.7 0.9
Capital redemption reserve 0.4 0.4
Merger reserve (1,400.0) (1,400.0)
Non-UK translation reserve 6.6 9.7
Retained earnings 1,749.1 1,747.6
Equity 366.4 368.2
RETURNS TO SHAREHOLDERS
Our capital allocation philosophy guides our view of returns to
shareholders and usage of excess cash. The first priority is to use excess
cash for business priorities and we will continue to invest in a targeted
manner to support long-term growth and resilience of the Group. Beyond
this, our priority is to return excess cash to shareholders through a
regular dividend and, when possible, further returns.
DIVIDENDS
At the FY24 results in May 2024, the Board shared the intention
to hold the FY25 dividend flat to FY24 in absolute terms, at 2.55p,
before returning to an earnings payout in line with our dividend
policy (of 25% to 35% payout) in FY26 onwards. We also shared
that going forward we would adopt a consistent approach to setting
the interim dividend, with this dividend set at one-third of the
previous period’s total dividend. Finally, we announced changes
to the dividend payment dates to better reflect the trading cash
profile of the Group.
STRATEGIC REPORT
29
DR. MARTENS PLC ANNUAL REPORT 2025
£908.3m
£1,000.3m
£877.1m
£787.6m
25.2%
17.6%
13.9%
4.7%
18.1p
12.9p
7.0p
0.5p
£208.1m
£48.4m
£158.3m
£189.8m
20%
79%
80%
162%
£211.2m
£174.0m
£97.2m
£34.1m
£229.3m
£176.2m
£122.2m
£37.0m
MEASURING OUR
PERFORMANCE
What are we measuring and why?
Revenue arises from the sale of products to
consumers and is stated excluding value added tax
and other sales-related taxes. Revenue growth is
crucial for sustainable long-term growth and is driven
through increasing the number of pairs sold through
all channels and attracting and retaining consumers.
Performance
Revenue decreased by 10% (8% CC) to
£788m (£805m CC) in FY25, driven by weaker
wholesale, particularly in the UK and USA.
Links to strategic pillar:
D
O
C
S
Key associated risks:
1
3
4
8
1. Alternative Performance Measures as defined in the Glossary on pages 231 to 233. 2. Refer to Finance review and note 10 of the Consolidated Financial Statements
for further information on EPS and diluted EPS.
FINANCIAL
KEY PERFORMANCE INDICATORS
REVENUE
What are we measuring and why?
EBIT is the Group’s key profit measure to show
performance from operations and demonstrates
our ability to deliver a return on our revenue.
Performance
EBIT fell by 70% due to the operational
deleverage from reduced revenue, as well as a
£4.3m impairment charge related to 16 stores.
Links to strategic pillar:
D
O
C
S
Key associated risks:
1
4
6
8
EBIT
1
What are we measuring and why?
EBIT margin expresses EBIT as a percentage
of revenue. Our EBIT margin helps assess
operational performance and efficiencies.
Performance
EBIT margin declined by 9.2%pts to 4.7% due
to the operational deleverage from reduced
revenues, despite generally tight cost control.
Links to strategic pillar:
D
O
C
S
Key associated risks:
1
4
6
8
EBIT MARGIN
1
What are we measuring and why?
PBT shows the Group’s profit performance
before exceptional costs and after financing
costs. PBT includes depreciation, amortisation
and net interest costs and therefore provides
another view of our profitability.
Performance
Adjusted PBT fell by 65% to £34.1m (£40.3m
CC) due to the decline in EBIT, with depreciation
and amortisation relatively flat year-on-year.
Links to strategic pillar:
D
O
S
Key associated risks:
1
2
3
4
8
ADJUSTED PBT
1
What are we measuring and why?
EPS is profit after tax per share in issue
and indicates how much profit a company
generates for each share of its stock. EPS
represents the earnings achieved for each
share and over time growth of this metric
should result in increased shareholder value.
Performance
Basic EPS declined by 93% due to lower
profits achieved in the year.
Links to strategic pillar:
D
O
S
Key associated risks:
1
3
4
6
8
BASIC EPS
1,2
What are we measuring and why?
Operating cash flow shows EBITDA less change
in net working capital, share-based payment
expense and capital expenditure. The level of
operating cash flow generated by the business
is important in assessing the underlying quality
of performance and the sustainability of growth.
Performance
Operating cash flow as a percentage of EBITDA
was 162%, an 82%pts increase compared to
FY24. This was driven by the reduction in inventory
through reduced purchases during the year.
Links to strategic pillar:
D
O
Key associated risks:
1
4
6
8
OPERATING CASH FLOW
1
30
DR. MARTENS PLC ANNUAL REPORT 2025
14.1m
13.8m
11.5m
10.5m
49%
52%
61%
65%
29%
28%
32%
34%
158
204
239
239
The Group monitors several key metrics to track the financial and non-financial performance
of its business. APMs
1
are used as we believe they provide additional useful information on
underlying trends. The APMs are not defined by IFRS and therefore may not be directly
comparable with other companies’ APMs.
D
Direct-to-consumer first
O
Organisational and operational excellence
C
Consumer connection
S
Support brand expansion with B2B
OUR STRATEGY PAGE 20
NON-FINANCIAL
What are we measuring and why?
The number of boots, shoes and sandals
sold during the period, through all channels.
We have a volume-led growth strategy and
therefore pairs is a key metric for our business.
Performance
During FY25, we sold 10.5m pairs, a decline
of 9% compared to FY24, as expected. This
was driven by a decline in wholesale pairs
of 15%, with DTC pairs flat.
Links to strategic pillar:
D
O
C
S
Key associated risks:
1
2
4
6
8
PAIRS
What are we measuring and why?
DTC mix shows the combined ecommerce and
retail revenues as a percentage of total revenue.
Performance
FY25 DTC mix was 65%, up 4%pts compared
to FY24, driven by lower wholesale revenues.
Links to strategic pillar:
D
O
C
Key associated risks:
1
3
4
8
DIRECT-TO-CONSUMER
What are we measuring and why?
Ecommerce mix shows the total ecommerce
revenue as a percentage of total revenue.
We aim to grow ecommerce revenue in the
medium term and this metric therefore
demonstrates our progress against this target.
Performance
Ecommerce mix increased by 2%pts to 34%
however this was due to the decline in Group
revenue; ecommerce revenue was down 3% YoY.
Links to strategic pillar:
D
O
C
Key associated risks:
1
3
4
8
ECOMMERCE MIX
What are we measuring and why?
Own stores shows the total number of retail stores the
Group directly operates globally. Increasing our store
estate drives retail and ecommerce revenue growth.
Performance
During FY25 we opened 17 stores and closed
17 stores to end the year with an unchanged
total of 239 stores. Store openings were
predominantly in EMEA and APAC and store
closures were due to both relocations and
closing some underperforming stores,
following the shift in traffic post-Covid.
Links to strategic pillar:
D
O
C
Key associated risks:
1
2
3
4
8
OWN STORES
1
Brand and product
2
Social, environmental and climate
3
People, culture and change
4
Supply chain
5
Information and cyber security
6
Financial
7
Legal and compliance
8
Macroeconomic uncertainty
LINKS TO FY24/25 STRATEGY:
KEY ASSOCIATED RISKS:
RISK MANAGEMENT AND
OUR PRINCIPAL RISKS PAGE 36
LINKAGE TO REMUNERATION
KEY METRICS WITHIN INCENTIVE PLANS
For FY25 an expanded set of metrics has been
included both within our Global Bonus Scheme (GBS),
and also our Long Term Incentive Plan (LTIP), aligning
both schemes with our strategic targets and objectives.
55% of the GBS is assessed on stretching PBT growth
targets and the LTIP is based on underlying EPS
growth targets, relative total shareholder return and
operating cash flow conversion. Both PBT and EPS
are comprehensive profitability measures which are
closely aligned with shareholder value creation.
Direct-to-consumer boots have been included as a
non-financial metric within the FY25 GBS, accounting
for 20% of the reward.
KEY DRIVERS OF PERFORMANCE
Of the other key financial drivers, revenue growth,
EBIT and EBIT margin all help to drive profit and
long-term sustainable business growth. While these
are not directly identified as metrics within the GBS
and PSP, they feed into the metrics of PBT and EPS
used in our incentive arrangements.
Pairs indicate the success of our volume-led growth
strategy. Growing ecommerce mix, DTC mix and opening
more own stores are also indirectly incentivised within
remuneration. Progress against these targets, which are
more profitable channels of revenue, will enhance our
profitability and underlying shareholder value, when
considered alongside absolute revenue growth.
STRATEGIC REPORT
31
DR. MARTENS PLC ANNUAL REPORT 2025
STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT
MEETING THE
NEEDS OF
OUR STAKEHOLDERS
In this section we identify our key
stakeholder groups, explain why and how
the Company actively engages with them,
set out a number of the metrics used to
measure success and summarise some
of the outcomes of our engagement.
A separate section dedicated to explaining
how the Board engages with each of these
groups and how their interests influence its
decision-making can be found on pages
110 to 113 in the Governance Report, and
should be read in conjunction with the wider
business context provided on the following
pages. The Board’s formal statement
confirming how it had regard to the matters
set out in Section 172 of the Companies
Act 2006 (s.172), particularly the interests
of our stakeholder groups, is set out below.
The principles of s.172 are far-reaching
and reflected across the activities of the
wider business. The table to the right sets
out where further information relating to
how each of the s.172 provisions are applied
at Dr. Martens is located throughout this
Annual Report.
Section 172 Statement
A key responsibility of all directors of UK companies
under the Companies Act 2006 (the Act) is their
duty to promote the success of the company.
Specifically, the Act requires that each of the
Directors of Dr. Martens plc must act in a way
that they consider, in good faith, is most likely
to promote the success of the Company for the
benefit of its members as a whole, and in doing
so have regard (among other matters) to:
MAINTAINING A LONG-TERM, CUSTODIAN
MINDSET (PAGES 110 TO 113)
‘the likely consequences of any decision in the
long term’ and ‘the desirability of the Company
maintaining a reputation for high standards of
business conduct’
OUR PEOPLE (PAGE 33)
‘the interests of the Company’s employees’
CONSUMERS, PARTNERS AND SUPPLIERS
(PAGES 34 AND 35)
‘the need to foster the Company’s business
relationships with suppliers, customers and others’
ENVIRONMENT AND COMMUNITIES (PAGE 35)
‘the impact of the Company’s operations on the
community and the environment’
OWNERS (PAGE 33)
‘the need to act fairly as between members
of the Company’
The Board recognises that maintaining strong
relationships and healthy dialogue with the
Company’s stakeholders remains critical to our
objective of delivering sustainable growth over the
longer term. The needs of our stakeholders are
closely considered by the Board when discussing
matters of strategic significance. The Board also
pays due regard to the potential impact of proposals
tabled for its approval on our stakeholders and
has sought to establish a wider business culture
that keeps stakeholder interests at the heart of
decision-making below Board level.
The Board therefore confirms that, throughout the
period under review, it acted, and continues to act,
to promote the long-term success of the Company
for the benefit of shareholders, while having due
regard to the matters set out in Section 172(1)(a)
to (f) of the Act.
While the Board will always favour outcomes
that benefit all stakeholder groups to the greatest
extent possible, it is mindful that achieving this
is not always possible. Stakeholder priorities
are wide-ranging and do, at times, compete
and conflict. The Board therefore seeks to take
decisions that it believes are most likely to
contribute to the delivery of its strategic priorities,
thereby serving the interests of all stakeholders
over the longer term. How stakeholders were
considered in certain key decisions taken by the
Board during the year can be found in the ‘Our
stakeholders’ section of the Governance Report
on pages 110 to 113.
The general principles set out in Section 172 are
also intrinsic to how the Company operates below
Board level and are firmly embedded within our
culture. The interests of our stakeholders and the
ways in which the actions we take as a business
impact their interests are considered as part of
decision-making processes across the Company.
Some examples of these are provided on the
following pages and more information can be found
in our Strategic and Sustainability Reports, located
from pages 01 and 48 respectively.
S.172 PROVISION LOCATION OF MORE INFORMATION
The likely consequences of
any decision in the long term
Chair’s Statement (pages 08 and 09)
CEO review (pages 14 and 15)
Our business model (pages 06 and 07)
Our strategy (pages 20 and 21)
Key performance indicators
(pages 30 and 31)
Effective risk management
(pages 36 and 37)
Board activities (pages 106 and 107)
Viability assessment and going
concern (pages 42 and 43)
The interests of the
Company’s employees
Stakeholder engagement:
Our people (page 33)
Sustainability Report: People
(pages 70 to 77)
Nomination Committee Report
(pages 120 to 127)
Whistleblowing (page 153)
Remuneration Committee Report
(pages 128 to 130)
Governance Report: Our people
(page 110)
The need to foster business
relationships with suppliers,
customers and others
Our business model (pages 06 and 07)
Our strategy (pages 20 and 21)
Performance in focus (pages 16 to 19)
Sustainability Report (pages 48 to 80)
Anti-bribery and corruption (page 153)
Governance Report: Our suppliers
(page 112)
The impact of the Company’s
operations on the community
and the environment
Stakeholder engagement:
Environment & communities
(page 35)
Sustainability Report (pages 48 to 80)
TCFD (pages 81 to 90)
Governance Report:
Our environment & communities
(page 113)
The desirability of the
Company maintaining a
reputation for high standards
of business conduct
Effective risk management
(pages 36 and 37)
Division of responsibilities (pages
108 and 109)
Audit and Risk Committee Report
(pages 145 to 153)
Directors’ Report (pages 154 to 158)
The need to act fairly
as between members
of the Company
Stakeholder engagement:
Owners (page 33)
Relationship with largest
shareholder (page 157)
Annual General Meeting (page 157)
Governance Report: Owners (page 110)
32
DR. MARTENS PLC ANNUAL REPORT 2025
WHY WE ENGAGE
+ Our shareholders are the owners
of our Company. Engaging with
them is an essential and ongoing
process for the Company and an
important means through which
the Board discharges its duty
under Section 172 of the
Companies Act 2006, conducted
through a range of channels
+ Understanding our investors’
priorities and ensuring we
maintain clear and open
dialogue is an important part
of being a listed business
HOW THE COMPANY ENGAGES
+ Our Investor Relations function
is dedicated to continuous,
transparent communication with
our shareholders through regular
meetings, investor roadshows,
one-on-one sessions with our
largest institutional investors, group
discussions and engagements with
prospective investors
+ Management, along with
Non-Executive Directors (when
relevant), regularly engage with
our institutional shareholders,
after results and at other key
points during the year
+ The Director of Investor Relations is
responsible for investor engagement
and ensuring that the Board is
regularly updated of our investors’
views. Their views are obtained
directly and via corporate brokers,
following results roadshows,
meetings and conferences
+ Trading updates are announced
via the London Stock Exchange
Regulatory News Service in addition
to our half and full year results
Owners
Shareholders of
Dr. Martens plc, be
they large institutional
investors, employees,
private individuals or our
largest single investor,
IngreGrsy Limited.
METRICS
+ A total of 90 investor meetings
covering 61 separate firms in FY25,
58 of which were attended by at least
one of the Chief Executive Officer,
Chief Financial Officer or Chairman.
The reduction year-on-year is due to
some extraordinary activity in the
prior year, together with a low level of
engagement with non-holders given
the level of change within the
business in FY25
+ Regular qualitative feedback received
from investors following results and
other key announcements
OUTCOMES
+ Ongoing dialogue with investors
throughout the year provided an
opportunity for them to address
questions and concerns directly
+ All resolutions passed at the 2024
AGM with at least 94.45% of votes
in favour and over 71% of total
voting capital instructed
+ A key Investor Relations focus this
year was introducing and embedding
the new management team
WHY WE ENGAGE
+ At Dr. Martens, our people are the
heart of our business. Engaging
with them ensures that their voices
are heard, their ideas shape our
direction, and their experiences help
us build a workplace where everyone
can thrive. True engagement isn’t
just about communication – it’s
about creating an environment and
culture where individuals feel valued,
respected and motivated to
contribute their life’s best work
+ A culture isn’t defined by policies
or targets alone – it’s shaped by
everyday interactions, shared values
and a sense of belonging. By actively
engaging with our people, we foster:
– Trust and transparency: Open
dialogue strengthens trust
between leadership and
employees, creating a culture
of honesty and accountability
– Inclusion and belonging:
Engagement ensures that every
voice matters, helping us build
a workplace where diversity is
celebrated, and everyone feels
they belong
– Innovation and collaboration:
Encouraging feedback sparks fresh
ideas, drives creative problem-
solving and ensures that we
remain agile and forward-thinking
+ When employees feel engaged
and empowered, we see:
– Higher performance and productivity
– Motivated teams driving results
and improving efficiency
– Stronger talent attraction
and retention
HOW THE COMPANY ENGAGES
+ ‘DM Way: In Conversation With...’
webinars with senior leaders on
career growth and development,
with plans to continue this series
+ Our global Engagement and
Inclusion Survey is distributed to all
employees annually and provides
valuable insight into their experience
of working at Dr. Martens
+ The CEO’s regular blog series, ‘The
Ije Edit’, provides employees with
regular insights into key projects and
achievements in an engaging and
digestible format
+ Our quarterly employee magazine,
‘On Air’, and monthly newsletter,
‘The Mix Tape’, provide news
from across the global business
+ Global, regional and functional
‘Town Halls’ keep employees
updated on business developments
and key initiatives, and provide
opportunities to ask questions of
the Global Leadership Team (GLT)
+ Team events are encouraged to
create opportunities for people
to connect, shape individual team
priorities and ensure alignment
with the wider strategy
+ Global virtual and in-person events
for key campaigns, such as the
‘Made Like No Other’ celebration
of our icons and the ‘Buzz’ product
launch, provided opportunities for
employees to immerse themselves
in our products and included
live speakers, panels and product
showcases
+ A range of events held to mark
Black History Month, International
Women’s Day and Pride
Our people
All Dr. Martens
employees globally,
whether based in our
own stores, offices,
distribution centres
or factories.
METRICS
+ 89% response rate to the FY25
Engagement and Inclusion Survey
+ Two target scores for our
Engagement and Inclusion Survey
were strategic bonus targets for
levels 1-3, linking people priorities
with the potential remuneration of
the Company’s senior leaders
OUTCOMES
+ ‘Webinar Wednesdays’ offer online
sessions on a range of topics to
assist our people in developing
their skills and knowledge
+ New ‘Employee Resource Groups’
were launched. These are voluntary
employee-led groups formed to
support identity-based communities
and their allies
STRATEGIC REPORT
33
DR. MARTENS PLC ANNUAL REPORT 2025
STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT CONTINUED
WHY WE ENGAGE
+ Our consumers are at the core of
everything we do. Without them, the
Company wouldn’t exist. That’s why
it’s crucial we stay closely connected
to what matters to them. Led by the
Board, the business is focused on
understanding their needs so we
can keep delivering products that hit
the mark, stay relevant and remain
true to our brand DNA
+ Listening to consumers helps inform
our decisions regarding our product
offering and our consumer-facing
retail and digital experiences
HOW THE COMPANY ENGAGES
+ Our annual consumer survey to
footwear buyers in 15 markets
helps us monitor consumer
preferences and priorities
+ Dedicated efforts to engage with
our consumers across all social
media touchpoints; building
relationships, driving loyalty and
increasing our fanbase and
maintaining customer satisfaction
through managing issues or
questions about our products
+ Monitoring of brand health metrics
on social media, including consumer
sentiment towards our brand
+ Consumer feedback about our
product and business from social
media communities
+ An ongoing commitment to
provide products which meet
our consumers’ ethical and
environmental expectations and
ensuring our website and our retail
colleagues are able to share the
specifications of new sustainable
materials with our consumers
+ Used insights provided by
third-party consumer research
partners to help ensure that
consumer needs, preferences
and feedback are integrated into
our go-to-market strategy. By
leveraging these partnerships,
we gain a deeper understanding
of how to communicate with our
consumers more effectively
+ Insights from our consumer surveys
into the relative performance of our
brand and products, including brand
awareness, familiarity, Net Promoter
Score and value for money perception
+ Our employees are among the
strongest and most passionate
advocates for the brand, as well
as an effective barometer of the
success of our products
Consumers
The patchwork of
groups and individuals
who support our brand
and buy our products,
through any channel.
METRICS
+ Survey of approximately 500
consumers in the UK and USA
to monitor consumer sentiment
towards our icons using metrics
including familiarity, likelihood
to purchase, perceived value
and comfort. Future tracking will
be conducted biannually to assess
shifts in consumer sentiment
+ We assess our performance
against brand health KPIs via our
annual consumer survey, including
brand awareness, familiarity,
likelihood to purchase, NPS
and overall equity scores
+ Our media and PR agencies share
consumer insights as well as map
the size of our consumer cohorts
in key markets, their media
consumption and behaviour
+ Creation of our customer data
platform is providing new insights
into who our consumers are and
how they are shopping with us
OUTCOMES
+ Consumer feedback and insights
into purchase patterns, enabling
a data-driven seasonal product
flow within our DTC channel. This
ensures we have the right products
available at the right time, tailored
to consumer demand
+ 47,000 consumers engaged through
our annual consumer survey
+ Quantifying our consumer types
and customer segments in different
markets to identify opportunities for
our brand and business
+ Continued growth and high levels of
engagement and brand resonance
among our online consumer
community, informing our approach
to the new ‘With Bouncing Soles’
brand platform
WHY WE ENGAGE
+ As a major driver of Group revenue,
it is essential that we continue to
nurture lasting relationships with
our key B2B partners and ensure
our brand is showing up in an
authentic way, with the quality
experience and product
assortments consumers expect
+ In expansive markets like the USA,
wholesale gives us the reach
to connect with more potential
consumers and introduce them
to the brand
+ To ensure that appropriate
inventory and product mix are
planned for the right times of year,
with an assortment that supports
the consumer who shops in
those stores
+ Tight management of our
B2B orderbook helps us stay
on schedule with deliveries and
spot upsell opportunities based
on available inventory
+ To explore new markets and
assess demand for our products
in specific regions
HOW THE COMPANY ENGAGES
+ We collaborate closely with our
partners on their operational
strategies, ensuring that our brand
is always well represented. We
control and approve store network
expansion plans and have
established minimums that each
partner must purchase in order
to ensure the continued growth
of each respective business
+ Regional B2B functions manage
and maintain relationships with
our partners, including regular
communication and engagement
+ Reviewing, evaluating and
implementing the product
segmentation strategy within the
B2B marketplace, ensuring we
get the right product into the right
locations, at the right times, to
serve the needs of our partners
and consumers
+ Collaborating with our partners
on the end-to-end go-to-market
process ensures that our brand
and products are presented in
line with our seasonal strategies
and brand stories
Partners
The key B2B
partners supporting
the expansion of our
brand across new
and existing markets.
METRICS
+ We gain valuable consumer and
market insights from our partners
during sell-in and business review
meetings. We receive sell-through
information and access to data
from their customer databases,
which helps us to better understand
our current consumers and reach
new ones
+ Our B2B partners are tiered
into a segmentation programme,
which is constantly re-evaluated
with a consumer-first mindset,
to ensure our product range
lands with differentiation across
the marketplace
OUTCOMES
+ We invest in the refurbishment of
distributor and franchise stores to
enhance the consumer experience
and ensure brand presentation
is in line with our standards and
DTC stores
+ Leveraging local distributor expertise
allows us to take advantage of
short-term opportunities, such as
‘pop-up’ stores, which helps us to
increase brand awareness and test
DTC viability
34
DR. MARTENS PLC ANNUAL REPORT 2025
WHY WE ENGAGE
+ A robust supply chain underpins
our ability to execute our strategy,
facilitating sourcing, manufacturing,
storing and delivering products
to our consumers worldwide
+ The Supply Chain function is
aligned to, and responsible for
delivering many aspects of, our
sustainability strategy and works
with suppliers to drive a sustainable,
responsible supply chain
+ Our suppliers are critical partners
in day-to-day business operations,
as well as realising the objectives
of our sustainability strategy. They
play a key role in ensuring that our
sustainability principles and
expectations in terms of workplace
standards are embedded across
the global supply chain
+ To exchange perspectives around
regulatory changes and other
relevant developments in the
external environment
HOW THE COMPANY ENGAGES
+ Our Technical Development Team
conducts a comprehensive review of
the entire new product development
line each season, working alongside
our Tier 1 suppliers and other
Dr. Martens’ teams. This review
focuses on evaluating quality risks
and ensuring consumer safety
+ Our Engineering and Sourcing
Teams work closely with our Tier 1
suppliers to explore and implement
more efficient and effective
manufacturing methods, always
prioritising operator safety and
product durability
+ Regular supplier conferences
hosted by our Chief Operating
Officer, Geert Peeters, who leads
the Global Supply Chain function
+ Monthly Tier 1 supplier operational
calls are facilitated by the Global
Supply Chain leadership team.
+ Seasonal costing reviews and
update meetings are held with
all Tier 1 suppliers
+ Regular assessments of our
manufacturing facilities through
periodic inspections, continuous
improvement initiatives, and CSR
audits conducted as part of our
CSR monitoring programme, which
is focused on managing human
rights risks across the supply chain
+ The Dr. Martens Master Supplier
Agreement and Supplier Code
of Conduct is communicated to
all suppliers, who are required
to comply with it at all times
+ The Chief Operating Officer regularly
attends Board meetings and is a
standing attendee of the Sustainability
Committee, and plays a critical role
in ensuring our supply chain and
sustainability strategies are aligned
Suppliers
Product manufacturers,
tanneries and producers
of the other materials
used in Dr. Martens
products, logistics
carriers and distribution
centre partners.
METRICS
+ Data acquired through the CSR
monitoring programme provides
insight into levels of compliance
with relevant labour laws,
regulations, industry standards and
our own Supplier Code of Conduct
+ Overall factory efficiency ratios,
operator cycle times and material
efficiencies rates are discussed
on a seasonal basis with our
Tier 1 suppliers
+ Environmental data requested
from Tier 1 suppliers to enable
us to understand our suppliers’
environmental impacts, including
energy use, water consumption
and waste management
+ Close monitoring of our payment
performance ensures our suppliers
are paid in full and in a timely
fashion, providing assurance in a
challenging economic environment
OUTCOMES
+ Long-lasting, strong relationships
established with key suppliers
which encourage high standards
of delivery and constructive ways
of working
+ A good level of supplier alignment
with our sustainability priorities
through the adoption of a range of
relevant policies and standards,
including the Supplier Environmental
Standard and General Material
Requirement Policy and sustainable
leather commitments
WHY WE ENGAGE
+ As a global footwear brand, it is
our responsibility to manage our
direct impacts on the planet and
our communities and support and
encourage our suppliers to do
the same
+ Since 2022, we have been working
towards our ‘Planet, Product,
People’ sustainability strategy
(pages 52 to 77) which prioritises
and manages the key environmental
and social issues across our
business and supply chain
+ We are committed to supporting
our people and wider communities
through our People (page 70)
and DE&I strategies (page 74).
The Dr. Martens Foundation also
champions social justice causes
through its grant-making activities
(page 76)
+ We continue to uphold our
commitment to corporate social
responsibility and improving
transparency, which enables
us to form strong and trusting
relationships with our stakeholders
+ Sustainability is also important
to our employees and consumers,
which we confirmed this year
through a consumer survey
focusing on sustainability
HOW THE COMPANY ENGAGES
+ Our ‘Planet, Product, People’
strategy includes targets such as
our science-based target to be
Net-Zero across the value chain by
FY40, sourcing renewable electricity
across all owned and operated
facilities by 2025 and targets on
the development and adoption
of more sustainable materials
+ The Sustainability Committee
oversees the sustainability
strategy and monitors progress
of key initiatives
+ Sustainability-focused
communications such as policies,
updates and reports are shared
with employees via internal
communication channels.
We also use surveys to engage
with our employees, consumers
and suppliers
+ The activities of the Dr. Martens
Foundation are also shared on
internal channels and LinkedIn.
Employee participation in the
Dr. Martens Foundation is
encouraged, from nominating
charities to receive grants to
volunteering at charity events
+ Two paid volunteering days are
provided to employees per year
to enable them to support local
community initiatives
Environment &
communities
The environment on
which our activities
have an impact and
the communities in
which the business
operates globally.
METRICS
+ All metrics relating to sustainability
and community for FY25 can be
found from pages 48 to 80 within
this Annual Report
+ Some key metrics include:
– 93% of the electricity used by our
operations in EMEA was from
renewable sources in FY25
– 10,800 pairs sold to date via our
recommerce channel in the USA
– 5,780 pairs repaired through our
UK authorised repair service
– 100% of the leather sourced for
the AW25 season was from
Leather Working Group (LWG)
certified tanneries, with 97% of the
leather traceable to the abattoir
+ We collect environmental data from
our Tier 1 suppliers which enables
us to monitor and understand our
suppliers’ environmental impacts
OUTCOMES
+ Continued progress in each of
the sustainability strategic pillars
of ‘Planet, Product, People’
+ Direct engagement with Tier 1
suppliers on environmental and
social topics. Waste management
was covered during the November
supplier conference and we
undertook a verification exercise
throughout FY25 which resulted
in improved waste data insights
+ Engagement with over 500
consumers across the UK and
US improved our understanding
of their attitudes towards
sustainability to better inform
our strategy in the future
+ The Dr. Martens Foundation
launched its first social media
channels and started sharing
updates externally for the first time
+ More detail can be found in the
Sustainability Report from page 48
STRATEGIC REPORT
35
DR. MARTENS PLC ANNUAL REPORT 2025
RISK MANAGEMENT AND OUR PRINCIPAL RISKS
EFFECTIVE
RISK MANAGEMENT
“Effective risk management is essential
to executing our strategy, achieving
sustainable growth, and protecting our
people, assets, reputation and brand.”
MATT KETTEL
HEAD OF INTERNAL AUDIT AND RISK
The diagram below shows the key elements of the Dr. Martens
approach to risk governance, including the ‘bottom-up’ and
‘top-down’ aspects. In identifying risks, we consider four broad
categories of risk: strategic, operational, financial, and legal
andcompliance.
Risk governance and oversight key components
REPORTING AND ESCALATION
DIRECTION AND OVERSIGHT
BOARD
RESPONSIBILITIES
Strategic oversight responsibility for ensuring risks are identified and managed
Robust assessment of principal risks, considering emerging risks and overall risk appetite
Audit and Risk Committee
Supports Board on risk and assurance,
including ‘risk deep dives’
Independent reports
from third line assurance
activities – internal audit
GROUP LEADERSHIP
REGIONS, FUNCTIONS AND PROJECTS
RESPONSIBILITIES
Executive ownership of key risk areas
Crisis Management Framework with specific Cyber Incident Management playbook
Leads the key first and second line activities, including Finance, Legal and Compliance,
Technology and Human Resources
FUNCTIONS AND
PROJECTS
+ Functional risk registers
(e.g. including IT and Cyber,
and Global Supply Chain),
with reporting and escalation
to Group Risk Register
+ Strategic Portfolio Planning
Team and forum to prioritise
projects and monitor risk
RISK THEMES
+ Working groups established
with focus on specific risk
areas, including counter-
fraud, artificial intelligence,
third-party risk, policies
and training
Regional risk
governance (EMEA,
Americas and
APAC) with reporting
into ORC
Operational Risk Committee (ORC)
Oversees Group Risk Register
Oversees Crisis Management Framework
36
DR. MARTENS PLC ANNUAL REPORT 2025
RISK MANAGEMENT APPROACH
Our approach to risk is an integrated part of the overall governance
and management of the Group, as set out in more detail in the
Governance section, particularly the Audit and Risk Committee
Report on page 145. Throughout FY25, we have continued to mature
and embed our risk management process, which is set out in more
detail below.
In setting our strategic priorities, we take into account horizon
scanning and external thinking and these insights also feed into how
risk is identified, assessed and managed, including for emerging
risks. We consider risks over different timeframes, which also
influences response and priority for undertaking further analysis
and potential action.
The Group follows the ‘three lines model’ to risk, internal control
and assurance. Operational management and our people are the
Group’s first line, as they are primarily responsible for the direct
management of risk and ensuring that appropriate mitigating
controls are in place and operating effectively. The second line
is formed by the internal compliance and oversight functions
such as Finance, Legal and Compliance, Technology and Human
Resources. The third line includes the Internal Audit Team,
reporting to the Audit and Risk Committee.
RISK APPETITE
We recognise the need for informed risk-taking in order to deliver
sustainable and profitable business growth, and our risk appetite
varies across different principal risks, which are set out on pages 38
to 41. Our risk appetite across different areas informs the Group’s
Risk and Control Framework and day-to-day control activities.
Examples of these activities include:
+ Adherence to delegation of authority, including commercial,
financial and legal decisions and approvals
+ Ongoing business performance monitoring, including monthly
and quarterly reviews
+ Strategy and planning (annual budgets and five-year plans)
+ Development of contingency plans and consideration of best
and worst case scenarios
+ Identification and ongoing monitoring of risk through Group
and regional risk governance
+ Analysis of appropriate insurance cover against risk appetite
+ Financial controls defined and built into key systems, including
developing these to meet potential future requirements such
as UK corporate governance reforms
+ Compliance policies, guidance and training
PRINCIPAL RISKS
For each principal risk, we have reviewed and updated the risk
descriptions, impacts of the risks, risk appetite and mitigating
actions. We have also assessed the level of risk compared to
the previous financial period.
For FY25, the principal risk ‘Social and environmental’ has been
amended to ‘Social, environmental and climate’. Climate risk had
been previously disclosed as an emerging risk within the wider
Social and environmental risk. We recognise that climate change
considerations will continue to drive many elements of our
sustainability programme, and so we are now referencing this
directly in our principal risk title.
The Board confirms that it has carried out a robust assessment of
the Group’s emerging and principal risks. Upcoming UK corporate
governance reforms, related to Provision 29 of the UK Corporate
Governance Code, mandate that the Board must monitor the
Group’s risk management and internal control systems and conduct
an annual review of their effectiveness. For Dr. Martens, the
attestation is due to be made in the FY27 reporting. In preparation
for this, an initiative is underway to assist with the identification of
‘material controls’ and related assurance, which has been reviewed
through Board and Audit and Risk Committee meetings during FY25.
Set out below is the Board’s view of the principal risks currently
facing the Group, along with examples of how they might impact
us and an explanation of how the risks are managed or mitigated.
Further details of how the Group manages financial risks are
provided in note 22 to the financial statements.
We recognise that the Group is exposed to risks wider than those listed.
However, we have disclosed those that we believe are likely to have
the greatest impact on the Group delivering its strategic objectives.
CHANGES TO PRINCIPAL RISKS IN THE PERIOD
There are three risks where the potential impact has increased, with further details below. We have indicated the trend
for each risk, based on the changes from the prior period, as well as looking forwards to future potential changes in risk.
PEOPLE, CULTURE AND CHANGE
With key leadership and structural changes
in the business (cost savings plan) in
FY25, there is an increase in this risk.
While changes in leadership can create
uncertainty amongst the wider organisation,
there has been a focus on bringing in new
talent and talent development.
INFORMATION
AND CYBER SECURITY
Due to heightened cyber-criminal activity,
including ransomware and artificial
intelligence (AI) deepfakes, there is an
increased cyber threat, resulting in an
increase in this risk.
MACROECONOMIC UNCERTAINTY
Given the continued challenges
and uncertainty with the global
macroeconomic environment, consumer
confidence and demand remain subdued.
Escalating trade frictions, tariffs and
geopolitical uncertainty are likely to have
a continued impact on macroeconomic
conditions in our key markets.
STRATEGIC REPORT
37
DR. MARTENS PLC ANNUAL REPORT 2025
C
C
RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED
RISK IMPACT
+ Brand is no longer perceived as relevant with consumers
+ Negative media or social media coverage damages our brand
+ Counterfeit or lookalike product impacts our sales and brand
+ Serious quality or product regulatory compliance issues
resulting in product recall or compensation to consumers
HOW WE MANAGE THE RISK
+ New brand strategy to reinforce premium positioning
+ Research on consumer insights and trends
+ Monitoring of brand health by key market and
consumer segment
+ Marketing activity to maximise brand value and exposure,
and build long-term brand equity
+ Focused brand investment in key global cities to maximise
cut-through and impact
+ Product innovation to stay one step ahead and alleviate any
counterfeit risk
+ Monitoring and responding to social media and customer
service issues
+ Intellectual property expertise with robust enforcement strategy
+ Robust quality and testing process on product
RISK APPETITE
+ Balanced risk appetite in order to innovate, deliver our
strategy and stay relevant with consumers
+ Supported by processes to avoid or mitigate any brand
and intellectual property protection risk, where possible
READ MORE ABOUT THIS RISK
+ Our brand and products on pages 02 to 05
+ Moving forward with purpose on pages 06 and 07
+ Stakeholder engagement – Consumers on page 34
+ Our strategy on pages 20 and 21
+ Sustainability – Product on pages 60 to 69
Brand and product
We fail to develop and protect our brand and product
Change from FY24
RISK IMPACT
+ Non-compliance or reputational concerns in supply chain
potentially damage the brand resulting in lower sales
+ Our product and business activities fail to keep pace
with consumers’ social and environmental expectations,
resulting in lower sales growth
+ Climate change impacts upon our business or as a result
of our business operations
HOW WE MANAGE THE RISK
+ Sustainability programme and supporting roadmap
with oversight by the Sustainability Committee
+ Wide range of stakeholders involved in developing
and delivering our sustainability programme
+ External advice to ensure we adopt good practices, for
example, human rights impact analysis with input from
external advisers
+ Investment in a tool to assist with carbon emissions data
management and analysis
+ Repair service in the UK and ReWair, our resale platform,
in the USA
+ Expansion of products going to market made from
Genix Nappa (reclaimed leather)
+ External assurance over key third-party manufacturers,
including human rights standards, modern slavery
compliance and our Supplier Code of Conduct
+ Environmental certification for Made In England factory
+ Further developing an assessment of climate risks and
potential impacts and mitigations
+ Flooding scenario analysis performed, to determine
any potential dependencies in high flood risk areas
+ Physical damage and loss (e.g. flooding) insurance cover
RISK APPETITE
+ Low risk appetite considering consumer expectations
and climate change impacts
+ The longer-term nature of some sustainability risks and
the level of uncertainty associated with their occurrence
and impact mean that we accept a higher level of risk
READ MORE ABOUT THIS RISK
+ Stakeholder engagement on pages 32 to 35
+ Sustainability section on pages 48 to 80
Social, environmental and climate
Our sustainability strategy and programme fail to deliver
or do not meet stakeholder expectations
Change from FY24
RISK TREND:
Increased No change Decreased Slight increase Slight decrease
38
DR. MARTENS PLC ANNUAL REPORT 2025
O
O
RISK IMPACT
+ Failure to attract, retain and develop talent could potentially
impact the delivery of the business strategy
+ Potential loss of key personnel, with a lack of clear
succession planning for critical roles
+ Failure to successfully deliver transformation and change
means that programmes and projects are not successful,
or business as usual activities are negatively impacted,
affecting the ability to deliver business strategy
+ Culture does not successfully evolve as business grows
HOW WE MANAGE THE RISK
+ Prioritisation of projects and programmes, facilitated by
the Strategic Portfolio Planning Team, to ensure successful
execution of our strategy
+ Quarterly strategic portfolio review to govern delivery
of strategic projects
+ Monthly reporting on project status against delivering
business objectives
+ Senior leadership monitoring and oversight of all significant
change programmes
+ Diversity, equity and inclusion programme with
dedicated resources
+ Regular employee engagement surveys with action plans
+ All-employee share scheme to allow employees to share
in the future success of the business
+ Talent management process
+ ‘The DM Way’ framework as an articulation of how to be
successful at Dr. Martens
+ Assessment of competitive rewards package,
including benchmarking
+ Induction and onboarding process
RISK APPETITE
+ Overall balanced risk appetite in order to grow, innovate
and respond to new challenges and opportunities
+ Very low risk appetite for people safety risks
READ MORE ABOUT THIS RISK
+ Stakeholder engagement – Our people on page33
+ Diversity, equity and inclusion on pages 74 and 75
+ Nomination Committee Report on pages 120 to 127
+ Section 172 Statement on pages 32 to 35
People, culture and change
We fail to attract, retain and develop talent
and capabilities required to deliver business strategy
Change from FY24
RISK IMPACT
+ Capacity restrictions in manufacturing and distribution
+ Global trade restrictions, tariffs and duties result in
additional costs
+ Logistics and shipping disruption causing an increase
in operating costs
+ Raw material prices increase our cost of production
HOW WE MANAGE THE RISK
+ Diversified supplier base across different markets
+ Established alternative suppliers and ability to source
additional capacity if required
+ Effective partnership and relationship management
with third parties
+ External assurance over key third-party suppliers
+ Rigorous forward planning including contingency
for unexpected events
+ Further investment in improved systems, including
the implementation of a supply chain planning tool
+ Review of regulatory landscape affecting raw materials
+ Negotiated fixed rates and capacity with carriers
+ Warehousing and distribution capacity adjusted to meet
forecast demand
+ Business interruption and marine cargo insurance cover
RISK APPETITE
+ Moderate risk appetite for this risk, as a stable and resilient
supply chain is necessary for delivering our core products
to meet consumer demand and support business growth
+ The risk is mitigated through a geographic spread of factories
and management of stock. However, it is recognised there is
a balance between the investment required to reduce risk and
the amount of risk and uncertainty we accept due to external
factors that are largely outside our direct control
READ MORE ABOUT THIS RISK
+ Stakeholder engagement – Suppliers on page 35
+ Sustainability – Responsibly managing our supply chain
on pages 72 and 73
+ Performance in focus – Insightful data on page 19
+ Sustainability – Operations on pages 57 to 59
Supply chain
We fail to deliver the supply chain activity required
to support business growth and consumer demand
Change from FY24
LINKS TO FY24/25 STRATEGY:
D
Direct-to-consumer first
O
Organisational and operational excellence
C
Consumer connection
S
Support brand expansion with B2B
STRATEGIC REPORT
39
DR. MARTENS PLC ANNUAL REPORT 2025
O
O
RISK MANAGEMENT AND OUR PRINCIPAL RISKS CONTINUED
RISK IMPACT
+ Ecommerce or other key IT systems are the target of cyber
hacking or prolonged disruption with potential to negatively
impact revenue and operating costs
+ Theft or loss of sensitive Group, consumer or employee
data, resulting in negative reputational impact and potential
fines and legal costs
+ Prolonged system outage may result in failure to deliver
on key business activities
HOW WE MANAGE THE RISK
+ Dedicated Global Security Team
+ Continued execution of the Cyber Security programme
and strategy
+ Identity management – privileged account management
(PAM) and multi-factor authentication (MFA) at all levels
+ Managed Detection and Response (MXDR) service,
providing end-to-end security visibility
+ Active monitoring of core business applications and
end-user devices
+ Penetration testing of internal infrastructure and retail technology
+ Vulnerability and patch management
+ Cyber risk maturity measured against recognised framework
(NIST 2.0 – National Institute of Standards and Technology)
with targets to drive continuous improvement
+ Cyber incident response process managed through external
partners and Global Security Team
+ Third-party supplier management through vendor risk
assessment reviews
RISK APPETITE
+ Low risk appetite for this risk as we seek to minimise the
likelihood and impact of any business-critical technology failure
+ It is recognised that there is a cost-benefit trade-off in
mitigating cyber threats and we will therefore accept a low
level of risk rather than attempting to eliminate all risk
+ Very low risk appetite for data privacy, as we aim to protect
our data robustly and in line with privacy regulations and
recognised practice
READ MORE ABOUT THIS RISK
+ Audit and Risk Committee Report on pages 145 to 153
Information and cyber security
We fail to maintain the confidentiality, integrity
and availability of key information
Change from FY24
RISK IMPACT
+ Foreign exchange movements are unfavourable and impact
liquidity and cash flow
+ Interest rate risk on external bank debt with a potential risk
of breach of covenants
+ Potential increase in the risk of internal or external fraud
+ Failure to meet forecasts and financial guidance to the market
can negatively impact share price and investor confidence
+ Non-compliance with financial reporting requirements and
internal control attestations
HOW WE MANAGE THE RISK
+ Robust financial management framework with detailed
reporting and forecasting
+ Detailed cash flow forecasting including monitoring
compliance with covenants
+ Single finance ERP system across majority of markets
+ Selected hedging of foreign exchange cash flows and
interest risk
+ Treasury policies and monthly treasury pack reporting
+ Dedicated Tax Team, responsible for preparing VAT and other
indirect taxes in-house in the UK, coupled with external tax
consultants to provide specialist advice on technical areas
+ Continued focus on internal controls over financial reporting
+ Fraud risk assessment with accountability for key fraud risks
+ Fraud management software and dedicated resource to
address potential payment-related fraud
RISK APPETITE
+ Low risk appetite for this risk and proactively manage it
through a range of methods, including a robust financial
management framework
+ The potential negative impact on the business from a
financial failure reinforces our commitment to implement
and maintain strong financial reporting and internal control
measures across the business
READ MORE ABOUT THIS RISK
+ Finance review on pages 22 to 29
+ Audit and Risk Committee Report on pages 145 to 153
+ Note 22 (Financial instruments) to the financial statements
on pages 201 to 204
Financial
We fail to adequately forecast and manage financial risks,
including meeting external reporting requirements
Change from FY24
RISK TREND:
Increased No change Decreased Slight increase Slight decrease
40
DR. MARTENS PLC ANNUAL REPORT 2025
C
O
RISK IMPACT
+ Potential increase in the risk of bribery or corruption
+ Trade sanctions non-compliance
+ Anti-competitive behaviour
+ Data protection non-compliance
+ Safety and security issues affecting our staff or customers
+ Potential fines and reputational damage
HOW WE MANAGE THE RISK
+ Code of conduct (the DOCtrine) shared with all employees
+ Policies, procedures and mandatory training covering
key compliance risks, including rollout of targeted training
on code of conduct, financial crime and data protection
+ Rigorous third-party due diligence process
+ ‘Speak Up’ process facilitated by an independent third party
+ Contract approval process, with review and approval limits
detailed within the delegation of authority
+ Contract lifecycle management platform
+ Dedicated Compliance and Health & Safety Teams
and programme
+ Dedicated Data Protection Officer resource
+ Data privacy programme, including data privacy maturity
assessment and compliance with applicable local laws
RISK APPETITE
+ Very low risk appetite for compliance risks and we are
committed to ethical and lawful behaviour in all we do
+ Colleagues and business partners who support us or act on
our behalf are expected to take appropriate steps to comply
with applicable laws and regulations
+ Personal information and privacy is respected and valued,
as we seek to comply with laws, rules and regulatory
requirements across all jurisdictions in which we operate
+ Low risk appetite for legal risks, recognising there will be
times when we take some commercial legal risks, provided
we have appropriate internal legal approval, supplemented
with external advice where required
READ MORE ABOUT THIS RISK
+ Section 172 Statement – Meeting the needs of our
stakeholders, on pages 32 to 35
+ Our governance framework on pages 92 to 119
+ Audit and Risk Committee Report on pages 145 to 153
Legal and compliance
We fail to comply with key laws and regulations
Change from FY24
RISK IMPACT
+ Recession or poor economic performance negatively
impacts on consumer demand and spend, resulting in lower
sales and profitability
+ Inflation negatively impacts our cost base and consumers’
discretionary spend
+ Global trade restrictions and tariffs increase uncertainty
and negatively impact consumer demand
HOW WE MANAGE THE RISK
+ Monthly sales and operations planning (S&OP) reviews
and any resulting actions
+ Quarterly business reviews of performance
+ Regular Board review of economic and geopolitical landscape
+ Negotiated rates and committed availability with suppliers
+ Cost action plan, including opportunities for further product
manufacturing cost savings
+ Budgets, plans and viability assessments consider a range
of scenarios including macroeconomic factors
+ Proactive response to external threats and challenges
RISK APPETITE
+ Changes in the global economy are difficult to predict and
it is recognised that external factors can be more difficult to
mitigate, as they are largely outside our direct control. There is
a balance between the investment required to reduce risk and
the amount of risk and uncertainty we accept, which requires
us to be resilient, while remaining agile to respond effectively
READ MORE ABOUT THIS RISK
+ Viability assessment and going concern on pages 42 and 43
+ Audit and Risk Committee Report on pages 145 to 153
Macroeconomic uncertainty
We fail to manage and effectively respond to changing
macroeconomic conditions
Change from FY24
LINKS TO FY24/25 STRATEGY:
D
Direct-to-consumer first
O
Organisational and operational excellence
C
Consumer connection
S
Support brand expansion with B2B
STRATEGIC REPORT
41
DR. MARTENS PLC ANNUAL REPORT 2025
VIABILITY ASSESSMENT AND GOING CONCERN
Viability Statement
In accordance with the UK Corporate Governance Code, the
Directors have assessed the viability of the Group over a three-year
period to 2 April 2028 (the ‘viability assessment period’), which
is longer than the 12-month period from the date of signing the
consolidated financial statements (‘the going concern period’),
as it provides an appropriate midpoint between the Group’s short
and long-term planning phases and is a typical and comparable
period for a business of this nature to be assessed over.
As part of this comprehensive assessment, the Directors have
analysed the prospects of the Group by reference to its current
financial position, recent trading trends and momentum, detailed
trading and cash flow forecasts including forecast liquidity and
covenant compliance, strategy, economic model and the principal
risks and mitigating factors described on pages 38 to 41.
GROUP PLANNING PROCESS
A review of strategy is performed by the Global Leadership Team
(GLT), and this forms the basis for assessing the longer-term
prospects of the Group, following which an updated long-term
five-year financial plan is derived and reviewed with the Board.
Before the beginning of a new financial period, a detailed, bottom-up
budget for the following financial period is prepared with review and
discussion between each region’s President and the CEO, CFO, and
COO. This is followed by presentation and discussion with the GLT,
and approval by the Board. Top-down extrapolation extends financial
projections to subsequent years. We monitor our performance
through the financial period against the budget and prior period actual
performance with formal re-forecasts conducted as required. The
planning for the three-year period is assessed by month and includes
investments, plans and actions.
The key assumptions considered in all reviews are:
+ trading performance by channel
+ trading performance by product and geography
+ costs to procure and produce our products
+ other expenditure plans
+ cash generation
+ benefits expected to be delivered from execution of strategic initiatives
We also consider projected liquidity, Balance Sheet strength and
potential impact on shareholder returns.
TRADING OUTLOOK
In evaluating the viability of the Group, we recognise the
importance of contextualising our assessment within the broader
macroeconomic environment.
In FY25, after a period of increasing global volatility, the global
economy appeared to stabilise back to slow but steady growth
rates. However, a number of significant factors continue to create
a challenging global macroeconomic backdrop which is expected
to persist:
+ Elections across the globe, notably in the US, presenting trade
policy uncertainty that if implemented would have significant
impact for the global economy
+ Inflation, whilst starting to normalise globally from multi-decade
highs back to central bank targets, shows variability across
markets which is likely to be exacerbated by uncertainty on US
trade policy
+ Impact of the cost of living crisis continues to present challenges
for growth in the medium term as weak consumer sentiment
and elevated uncertainty have dampened consumption levels
+ Russia’s invasion of Ukraine continues to expose European
economies to disruption in natural gas markets and create overall
global instability
+ Ongoing conflict in the Middle East continues risk of future
operational challenges and supply chain disruption
+ Prevalence of climate-related risks, illustrated by extreme
weather conditions and unprecedented wildfires and floods
These factors present a level of uncertainty resulting in weak global
growth forecasts and this was reflected in our FY25 performance
where, in line with our expectations and against the challenging
macro and consumer environment, we saw a decline in revenue.
DTC revenue was challenging in EMEA due to a highly promotional
competitive background, and both EMEA and Americas were
impacted by weaker footfall. This was partially offset by DTC growth
in APAC driven by higher footfall in Japan and Korea, and good
ecommerce performance in Japan and China.
In wholesale, the lower USA orderbook, reflects wholesale
customers managing down their inventory levels, more than offset
action taken to clear aged inventory through wholesale. In EMEA,
wholesale revenue declined with partners carefully managing their
inventory levels as expected, particularly in the UK.
As a result, the Directors maintain a cautious outlook and will react
appropriately to further developments and associated risks. The
ongoing uncertainty created by the geopolitical landscape continues
to make it challenging to predict how the business will be impacted
in the period ahead.
The Directors will remain vigilant and continue to monitor a number of
consumer confidence and macroeconomic metrics across all our core
markets. As we navigate the complexities of the current environment,
we remain steadfast in our commitment to transparency, accountability
and sustainability. By embracing change and fostering resilience, we
are confident in our ability to navigate challenges and deliver long-term
value for our shareholders, employees and broader community.
The Directors remain confident in the long-term growth prospects,
cash generative nature of the business, and strong Balance Sheet.
The Group is operationally strong with a long track record of
consistently generating profits and cash which is expected to
continue over the short, medium and long term.
Our central planning assumptions are:
Macro:
+ Whilst headline inflation is expected to reduce, the cost of living
challenges remain and we do not expect a material improvement
in consumer confidence in EMEA or the Americas
+ No material adverse changes to the global political situation and
no significant escalations in the conflicts in Ukraine and in the
Middle East
Micro:
+ DTC growth in key markets will be supported by traffic growth,
new store openings, investment in demand generation marketing,
and conversion improvement facilitated by omnichannel
capabilities and CDP
+ A sharpened focus in wholesale will drive volumes through
existing account expansion, new accounts, and further refinement
of product segmentation and tiering by account to underpin brand
presentation along with expansion into new distributor markets
+ Revenue and margin growth supported by improvement in
average selling price from increased full price mix
+ All distribution centres and factories remain open and operational
throughout the periods
+ EBIT margin improvement as we annualise cost reduction actions
and continue to manage costs tightly
42
DR. MARTENS PLC ANNUAL REPORT 2025
+ Continued investment in the growth drivers of the business
and maintenance of dividend returns to shareholders
+ Debt bullet repayment of £250m in November 2027 (the end of
the initial term of the loan) with a refinancing for the same amount
included. There are two one-year extension options subject to
lender approval
These central assumptions form the base plan for our FY26 budget,
Viability Statement, going concern assessment and store, investment
and goodwill impairment assessments.
ASSESSMENT OF VIABILITY
The Directors of the Group have considered the future position
based on current trading and a number of potential downside
scenarios which may occur, including the impact of appropriate
principal risks crystallising. Specifically, the principal risk areas of
financial and supply chain (via climate change risk) were assessed.
This assessment has considered the overall level of Group borrowings
and covenant requirements, the flexibility of the Group to react to
changing market conditions and the ability to appropriately manage
any business risks. The Group continues to have satisfactory liquidity
and covenant headroom under each risk modelled individually.
The main risks and specific events assessed are detailed below:
+ The impact of a factory closure in one key production geographic
area due to climate change (e.g. flooding)
+ The impact of a reduction in factory capacity due to climate change
(e.g. heatwave)
+ US cyber-attack resulting in one-month loss of USA ecommerce
sales during peak trading period
+ Weaker consumer sentiment and lower demand
‘Top-down’ sensitivity and stress testing included a review of the
cash flow projections and covenant compliance under a severe but
plausible scenario in relation to the downside scenarios described
above. In the unlikely event of all the above scenarios occurring
together, the Group can withstand material revenue decline and
without applying available mitigations. In such a scenario, headroom
remains above covenant requirements, in line with expectation,
and the Group continues to have satisfactory liquidity and covenant
headroom throughout the period under review. Experience over
four years of FY22 to FY25 has indicated minimal wholesale bad
debt risk and minimal margin risk with the principal risk to meeting
covenant compliance being lower revenue.
In modelling our severe but plausible downside we have incorporated
the impact of a double-digit decrease in revenue from the base plan
in the short term, whilst holding stock purchases in line with the base
plan. Under this scenario, mitigations have not been included, but
are available if required, including some cost and cash savings that
materialise immediately if the Group’s performance is below budget
and other planned and standard cost reductions.
A more extreme downside scenario is not considered plausible.
A more severe variation of the severe but plausible downside was
also prepared, which overlaid the impact of a ‘worst-case’ scenario
for US tariffs. Given this is a live and uncertain situation, the severe
but plausible downside was adjusted to include the impact of the
highest set of reciprocal tariffs charged on the full volumes included
in the base plan. This model reflects the tariffs announced on 3 April
2025 and does not reflect the impact of the 90-day pause on tariffs
due to end on 8 July 2025. The combination of the above specific
events and US tariffs is not considered plausible but illustrates
that the Group can withstand the pressure of these tariffs on top
of reduced demand, climate events and a cyber attack.
Reverse stress tests have been modelled to determine what could
break covenant compliance estimates and liquidity before mitigating
actions. A covenant breach test was performed as at March 2026,
and it was concluded that the business could weather extreme growth
reductions without mitigation vs the base plan. The business would
have to experience -19%pts decline in growth relative to the base plan
before covenants are breached in March 2026. A further scenario,
modelling the revenue decline required to reach -£50m cash at the
end of the going concern period, was also performed. Modelling of
-£50m cash, rather than the full utilisation of the revolving credit
facility, is performed as this would trigger special cash monitoring
measures. The business would have to experience -45%pts decline
in revenue growth vs the base plan during the 52 week period to
28 June 2026. The Directors have assessed the likelihood of both
scenarios to be remote.
We have also assessed the qualitative and quantitative impact
of climate-related risks, as noted in our TCFD scenario analysis
and above, on asset recoverable amounts and concluded that
there would not be a material impact on the business and cash
flows in the viability period.
We will continue to monitor the impact of the macroeconomic backdrop
and geopolitical events on the Group in the countries where we
operate, and we plan to maintain flexibility to react as appropriate.
FUNDING
The Directors also considered the Group funding arrangements
as at 30 March 2025. The term loan and revolving credit facility were
successfully refinanced in November 2024. As at 30 March 2025
the Group reports cash of £155.9m, term loan of £250.0m, as well
as available undrawn facilities of £122.8m. The initial term of the
loan ends on 19 November 2027. There are two one-year extension
options subject to lender approval.
The Board expects to replace or renew these facilities well ahead
of their maturity and considers it a reasonable expectation to secure
a similar level of financing.
The Group is operationally and financially strong and has a long
track record of consistently generating profits and cash as well
as demonstrating the ability to navigate the more recent volatility
in the macro environment and impact on recent performance.
STATEMENT
Based on this assessment, the Directors have a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the viability period
to March 2028.
Going concern
The financial statements have been prepared on a going concern
basis. The Directors’ assessment is based on detailed trading
and cash flow forecasts, including forecast liquidity and covenant
compliance, using the same assumptions and methods as the
viability assessment. The going concern assessment covers at least
the 12-month period from the date of the signing of the financial
statements, and the going concern basis is dependent on the Group
maintaining adequate levels of resources to operate during the period.
To support this assessment, detailed trading and cash flow forecasts
were prepared for the 13-month period to 28 June 2026. Based on the
going concern assessment (also referred to in note 2.1 of the financial
statements), the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence
for at least 12 months from the date of approval of these financial
statements. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
STRATEGIC REPORT
43
DR. MARTENS PLC ANNUAL REPORT 2025
PEOPLE AND CULTURE
TAKING PRIDE IN
OUR CULTURE
“We want to make sure each member
of our global team feels inspired to
reach their full potential and do their
life’s best work. This means working
continuously to enhance our employee
experience, develop our people,
embed our culture and be responsive
to employee views.”
BRIDGET JOLLIFFE
CHIEF PEOPLE OFFICER
We launched our new global employee development
framework, the ‘DM Way’, which gives employees clarity
around how they can show up and grow their career at
Dr. Martens. This included a range of activities to embed
the framework across the business. Communication tools
included videos recorded by the Global Leadership Team
giving examples of how employees can develop against
the ‘success factors’, growth-focused training on how
to use the framework and a career development guide.
THE NEW FRAMEWORK IS SUPPORTED BY:
+ OpenBlend, our online personal development platform
+ Our ‘supporting meaningful conversations’ programme,
which focuses on giving feedback, motivating and
improving wellbeing, not just performance, embedded
with a global development campaign
+ Ensuring DE&I principles are front and centre
of conversations and development
OUR CULTURE
It is the combination of our brand, our products and
our people that make our business so unique. We
continue to invest in our people experience and talent
development so that we create an environment where
people can do their life’s best work for our consumers
in a rewarding, engaging and supportive environment.
FY25 has been a period of change for our business
and against this backdrop we have placed a particular
focus on supporting our people, widening our employee
engagement and reinforcing our values. We have also
invested in developing our leaders to equip them with
the skills to manage positively through periods of
business change.
DEVELOPMENT AND GROWTH
In FY25 we focused on equipping our people, and
ensuring they are positioned, to grow at Dr. Martens.
This was underpinned by our listening activities and
developing new capabilities to manage organisational
change over the period.
OUR VALUES:
These three values never stand alone but work together and define the culture we live by at Dr. Martens:
BE
YOURSELF
ACT
COURAGEOUSLY
SHOW
YOU CARE
44
DR. MARTENS PLC ANNUAL REPORT 2025
LISTENING AND ENGAGEMENT
Our listening strategy promotes meaningful and
actionable listening, leadership accountability
and regular interaction. Key elements include our:
+ Annual global Engagement and Inclusion Survey
+ NED Listening sessions, led by our Employee
Representative Non-Executive Director, Robyn
Perriss. We conducted eight of these sessions
in FY25 across all regions and levels of seniority
(FY24: five sessions). More information on these
can be found on pages 114 to 117
+ Our ‘Share with Ije’ initiative following Ije’s
appointment as CEO, where our people were invited
to share what they liked about working at Dr. Martens
and what changes would enable them to do their
life’s best work. This is part of our new wider listening
programme which will roll out fully in FY26
+ Real-time pulse checks on how our people are
experiencing work at key moments of change
Insights from our FY25
Engagement and Inclusion Survey
We are committed to building a culture of excellence where
our people can grow and thrive. Our annual Engagement
and Inclusion Survey (to which 89% of our people
responded) helps us understand how people feel and
identify if, and how, we can do better as an organisation.
INSIGHTS:
Our overall ‘engagement index’ was unchanged
from FY24 at 61%, in comparison to declining external
engagement benchmarks. Our people remain proud to
work for Dr. Martens (81%, +2 on FY24), and slightly more
favourable on being motivated to go beyond what they
would in a similar role elsewhere (62%, +1 on FY24).
FY25 progress against specific action areas highlighted
by our previous survey (FY24):
I REGULARLY RECEIVE
RECOGNITION FOR
GOOD WORK
I GET USEFUL FEEDBACK
AT WORK
1
I KNOW WHAT I NEED TO
DO TO BE SUCCESSFUL
IN MY ROLE
1
(+2 on FY24)
72% 2025
(+1 on FY24)
71% 2025
(-6 on FY24)
80% 2025
Our people remain extremely positive about our
commitment to inclusion, with 88% responding
favourably to “I can be myself at work” (+1 on FY24
across all parts of the business) and 87% to
“My team makes me feel included” (+2 on FY24).
Our engagement scores are especially high in our retail
business. In our Group functions, which were particularly
impacted by organisational change in FY25, employees
expressed a degree of uncertainty about the future,
which will form part of our FY26 action plan.
Personal and professional development and giving
clarity around career progression will also be a focus for
FY26, with 46% of our people responding favourably to
“I can progress my career at Dr. Martens” (-3 on FY24).
1. These measures were included in our leadership bonus metrics,
with the former hitting target and the latter missing target.
STRATEGIC REPORT
45
DR. MARTENS PLC ANNUAL REPORT 2025
PEOPLE AND CULTURE CONTINUED
DEVELOPING LEADERS
We provide our people with the resources, guidance
and opportunities needed to pursue their own long-term
career ambitions. This includes the development of
leaders, with a focus on meaningful conversations and
feedback. Examples include ‘Leader essentials’ (a new
programme for this year) and ‘Manager essentials’
programmes for both Group and retail employees.
In FY25, we concluded our LEAD programme for our
Global Management Team (i.e. direct reports to our
Global Leadership Team). In this year of transition,
we also supported this audience with a programme
focused on Leading Change.
FOCUS
Challenge24 – Learning
through collaboration
In FY25, 20 high-potential Dr. Martens employees
took part in a new leadership development
experience run by the Collaboration Company.
This uses an innovative approach to bring a
diverse set of experienced leaders together
from a network of partner organisations. They
participated in collaborative workshops focused
on solving challenges sponsored by a senior
director from each of the organisations. There was
very positive feedback from those participating,
and it was an engaging way to help our people
develop, connect with others and bring some
new thinking into our business.
SUPPORTING WELLBEING
We seek to support all aspects of our employees’
mental, physical, social and financial wellbeing
through our:
+ Free and confidential Employee Assistance
Programme (EAP)
+ Learning and development programmes
+ Wellbeing events
+ An annual volunteering allowance
In the Americas region, employees and family
dependants can make use of our holistic, SupportLinc-
managed EAP. In FY25, we expanded our coverage by
offering a similar Retail Trust-managed programme to all
employees in our EMEA and APAC regions. Showing we
care extends beyond the point at which our people leave
us. Those employees who have left the business in FY25
have been supported in their transition with dedicated
outplacement support.
46
DR. MARTENS PLC ANNUAL REPORT 2025
WHAT’S NEXT?
Our People team has been collaborating with employees
from across the business to craft a dynamic and inspiring
new people strategy. Going forward, we intend to put a bounce
in the step of our talent by:
+ Fostering a culture of excellence, anchored in our values
+ Co-creating the conditions where our people can do their life’s
best work
+ Developing outstanding leadership to energise and inspire the
growth and performance of our people, teams and organisation
The care and attention in crafting our premium products
combined with the unique and special experience we provide
for our customers is what makes our brand stand out. Together,
we will ensure that each future step we take cherishes our brand
heritage and builds on the magic of our culture. We are and will
continue to be a welcoming, positive and inclusive workplace,
and through innovation, productivity and a sense of purpose,
our people can thrive and grow.
Creating the conditions for people to do their life’s best work
begins with a compelling employee value proposition (EVP)
describing our distinctive employee experience. Our new
people strategy, which we will launch during FY26, intends
to bring this to life, whilst creating a community of committed
brand ambassadors.
Providing greater transparency of career development
opportunities and how achievements will be recognised and
rewarded will be vital to our future success, as will continuing
to develop our capacity and capability for change.
We will focus on personal and professional development
by empowering our people to achieve their full potential and
connecting them with opportunities to build their experience,
share insights and values-based stories and celebrate
achievements. Shining a spotlight on
these stories and increasing the visibility
of career pathways will be a cornerstone in
nurturing, inspiring and retaining our talent.
We recognise the importance of outstanding
leadership and people management in driving
our success – not simply providing clarity of
direction, so people understand their role,
responsibilities and contribution to our business
strategy. For us, outstanding leadership means
embodying our ‘DM Way’ behaviours day-to-day
as we listen, coach, mentor and inspire our people
to deliver, collaborate, innovate, adapt and grow.
We have some exciting global initiatives in progress
for roll out in FY26 targeting leadership and retail.
Providing opportunities for our employees to positively support
themselves and others will always be important to us, whether
this involves specific wellbeing initiatives, facilitating workplace
programmes with colleagues or making a difference in our
wider community through volunteer days. We will remain
curious in this space and proactively seek opportunities
where we can learn, support, inspire and collaborate.
The action we have taken in FY25 together with
the development of our people strategy will be
instrumental in delivering our growth strategy and
embracing the ever-changing global landscape,
with strength, resilience and care. We look
forward to the opportunities ahead for our brand
and our talented community.
STRATEGIC REPORT
47
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY
CONTENTS
49 A message from our
Director of Sustainability
52 Planet
53 Climate
57 Operations
60 Product
61 Materials
66 Packaging
67 Lifecycle
70 People
71 Human rights
72 Responsibly managing our supply chain
74 Diversity, equity and inclusion
76 Community
78 Sustainability governance
80 SASB reference table
81 Task Force on Climate-related
Financial Disclosures
SUSTAINABILITY
48
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY
A message from our
Director of Sustainability
At Dr. Martens, our approach to
sustainability is rooted in maximising
the longevity of each pair of boots,
shoes and sandals we produce,
and doing it in a responsible way.
We do this through focusing on the creation of
timeless and durable footwear that will stay on
consumers’ feet for as long as possible, through
services such as resale and repair. Sustainability
is a topic that our employees and consumers are
passionate about, and it’s more important than ever
that we show our dedication to the planet and the
people whose lives we touch.
We know real change doesn’t happen overnight. So,
we’re focused on driving steady, incremental progress
against our sustainability strategy, Planet, Product,
People, which we’ve been working towards since 2021.
In FY25 we have seen first-hand how offering repair
and resale benefits both our brand and our consumers.
ReWair has been live for one year and has shown
strong performance, with around half of the consumers
purchasing our pre-loved pairs being new to the brand.
We have also expanded our range of products made
with reclaimed leather, giving our wearers more options
to purchase lower impact footwear.
This year our Sustainability Team transitioned to sit
within our Brand organisation, which demonstrates
our dedication to further embed sustainability into
everything we do. We remain committed to monitoring
evolving ESG legislation, including the International
Sustainability Standards Board (ISSB) and the
Corporate Sustainability Reporting Directive (CSRD),
and ensuring full compliance with all applicable
regulations. Looking ahead, we are excited to refresh
our sustainability strategy to align with the new business
strategy and objectives. This update will ensure we
stay focused on what truly matters: our commitment
to people and the environment, and driving value to
achieve impactful results. It will also deepen our
connection with consumers and elevate our brand.
In this report, you can discover more about our
approach over the past year and ambitions for
the future. I hope you enjoy.
TUZE MEKIK
DIRECTOR OF SUSTAINABILITY
FOCUS
Consumer engagement
on sustainability
In FY25, we engaged with more than 500
consumers across the UK and US to better
understand their attitudes towards sustainability
in their lives and when purchasing our products.
This has helped to increase our understanding of
consumer perceptions around sustainability and
has provided valuable insight into opportunities to
better embed our sustainability efforts in the future.
FOCUS
Sustainability performance
and executive pay
Our executive bonuses continue to include
elements linked to the achievement of specific
sustainability initiatives that underpin our long-term
sustainability commitments. In FY25, targets
covered topics such as renewable energy sourcing,
recommerce expansion and human rights. Find
out more in our Remuneration Report on page 131.
STRATEGIC REPORT
49
DR. MARTENS PLC ANNUAL REPORT 2025
Planet
93%
Product
100%
of our leather comes from LWG certified
tanneries with 99% rated Gold or Silver
>10,000
pre-loved pairs sold through our
US resale channel, ReWair
5,780
consumers able to wear their Docs footwear for
longer through our UK authorised repair service
43%
of ReWair purchasers were new to Dr. Martens,
bringing new consumers to the brand through resale
External recognition in FY25
AAA
Top ESG rating of AAA
from MSCI
Level B-
CDP Climate Score
Management Level B-
Shortlisted
for the Best Sustainable Initiative at the 2024
Drapers Footwear Awards for Authorised Repair
in partnership with the Boot Repair Company
renewable electricity consumption across
our owned and operated EMEA facilities
SUSTAINABILITY CONTINUED
SUSTAINABILITY AT A GLANCE
of leather traced to the abattoir through collaboration with our leather supply chain
97%
50
DR. MARTENS PLC ANNUAL REPORT 2025
50
23
of our Tier 1 and Key Tier 2 suppliers CSR audited met our high standards
100%
People
88%
of our employees say they can be themselves at work,
highlighting our inclusive workplace
For more, see People and Culture on page 44
DELIVERED
DE&I training to HR leadership
OUR MATERIALITY
ASSESSMENT
More online
OUR IMPACT ON THE
SUSTAINABLE DEVELOPMENT
GOALS (SDGs)
FIND OUT MORE AT:
DRMARTENSPLC.COM
tonnes of leather waste diverted from
landfill by using reclaimed leather
STRATEGIC REPORT
51
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
Highlights
By measuring and monitoring our emissions, we’ve gained a clear understanding of our carbon
hotspots, empowering us to take targeted actions that will reduce the long-term impact of our
business. This is part of our ongoing progress towards achieving our strategic goal of reaching
Net-Zero greenhouse gas (GHG) emissions across our entire value chain by FY40. We’re also
working to manage our broader environmental footprint in a responsible way throughout our
operations and supply chain, aiming to leave things better than we found them.
93%
renewable electricity consumption across
our owned and operated EMEA facilities
23
tonnes of leather waste diverted from
landfill by using reclaimed leather
CLIMATE
Net-Zero by FY40 (verified by the
Science Based Targets initiative)
Renewable electricity across all owned
and operated facilities by 2025
OPERATIONS
Minimise waste and ensure zero waste to
landfill across the full value chain by 2028
Environmental certification standard
to all Tier 1 suppliers by 2025
Support suppliers to adopt best practice
chemical management by 2025
For additional commitments, see pages 53
and 57
RELATED UN SDGs
For more information, see our SDG
mapping exercise at: drmartensplc.com
PLANET
Focus areas and commitments
52
DR. MARTENS PLC ANNUAL REPORT 2025
Climate
Why it matters
Climate change is one of the most urgent and
intensifying challenges the world faces today.
We remain committed to limiting our impact on
the planet, as we transition towards becoming
a Net-Zero business, contributing to the global
effort to mitigate the impacts of the climate crisis.
Our commitments
ENERGY AND CLIMATE
+ Net-Zero by 2040 (target validated by SBTi)
+ Renewable electricity across all owned and
operated facilities by 2025
What we’re doing...
OUR PATH TO NET-ZERO
OUR SCIENCE-BASED TARGETS
Dr. Martens commits to reach Net-Zero greenhouse gas
(GHG) emissions across the value chain by FY40. We
have set absolute reduction targets based on an FY20
baseline, aligned with limiting global warming to 1.5˚C
1
.
Our Net-Zero ambition was validated in 2023 by the
Science Based Targets initiative (SBTi), verifying our
emission reduction targets to be in line with climate
science and on track to limiting the impacts of global
warming to below 1.5°C. Our SBTs also include
leather-specific emissions reduction targets, as per the
SBTi Forest, Land and Agriculture (FLAG) guidance.
EMISSIONS REDUCTION STRATEGY
Since the validation of our SBTs, we have continued
to further develop our emissions reduction strategy.
This year we developed a product sustainability
roadmap outlining the sustainable material transition
required to meet our targets. The roadmap aims to
inform the pace at which we develop and adopt
sustainable materials into the future, plus identifying
our risks and opportunities across our product portfolio.
Other key initiatives this year included developing a
renewable energy strategy for our own operations.
OUR NEAR AND LONG-TERM SCIENCE-BASED TARGETS
2
EMISSIONS IN SCOPE 2030 2040
SCOPE 1
AND 2
SCOPE 3
All
Non-FLAG
(all other Scope 3
emissions in scope)
FLAG (Forest,
Land and Agriculture
emissions associated
with cattle rearing)
90%
(Net-Zero)
90%
(Net-Zero)
72%
(Net-Zero)
30%
30.3%
Maintain at least
90% reduction
OUR EMISSIONS REDUCTION STRATEGY
1. Scope 3 near-term targets are aligned to well below 2˚C.
2. Emission reductions from a FY20 baseline.
2024
SCOPE 1&2
(direct emissions
and purchased
energy)
SCOPE 3
(supply chain emissions)
2025 2026 2027 2028 2029 2030
KEY IN PROGRESS FUTURE OPPORTUNITIES
FOCUS
Source renewable electricity
at owned and operated sites
Transition company cars to electric vehicles
Energy efficiency measures including switching to LEDs,
HVAC optimisation and installing smart meters
Scaling up repair and resale business models through increasing repair options and regional resale expansion
Increased circularity, including sustainable design, material efficiency, extending useable life and end-of-life disposal
Transition towards lower-carbon materials, focusing on alternatives for leather and PVC such as recycled and bio-based alternatives
Reduce leather-related emissions through sourcing leather that is traceable, deforestation free and from regenerative sources
Supply chain transport electrification and move towards
low-carbon movements via sea/rail and road
Supplier engagement and supporting the adoption
of renewable energy
Managing business travel and promoting lower-carbon
transport modes
STRATEGIC REPORT
53
DR. MARTENS PLC ANNUAL REPORT 2025
FY24FY23FY22FY20
240,355
179,030
273,421
277,402
Leather 26%
Outsoles 8%
Other materials and
packaging 18%
Manufacturing
6
11%
Non-product purchased
goods and services 12%
Transportation and
distribution 10%
Other
7
15%
SUSTAINABILITY CONTINUED
OUR CARBON FOOTPRINT
Each year we measure our greenhouse gas (GHG)
emissions to assess the impact of our business
operations, identify patterns and hotspots and guide
us to taking meaningful climate action. This year, we
continued to calculate our emissions using a third-party
emissions management tool, in line with the GHG
Protocol, and covered the FY24 period
1
(April 2023
to March 2024). Our FY24 footprint captures the most
recent and accurate data we have available for our
Scope 3 emissions. Our FY25 Scope 1 and 2 emissions
can be found in our Streamlined Energy and Carbon
Reporting (SECR) disclosure (page 56).
UNDERSTANDING OUR FOOTPRINT
Dr. Martens Scope 1, 2
2
and 3 emissions totalled
181,895 tonnes CO
2
e in FY24. During this period,
we reduced production volumes and sold fewer
products, which is the primary contributor to an
emissions reduction of 35% compared to FY23.
In line with our SBTs, we continue to focus on
decoupling business growth from emissions as we
work towards our absolute emission reduction targets.
Last year, we implemented an emissions management
tool, which we used to measure our FY23 and FY24
emissions. This tool has enabled us to calculate our
emissions with greater accuracy, consistency and
efficiency. Our FY20 and FY22
3
carbon footprints are
measured using a different approach; some categories
were calculated using different methodologies
4
and
as a result the emissions data for FY23 and FY24 are
not directly comparable to those of FY20 and FY22.
We continue to measure our emissions with granular and
good-quality data. We use activity data to measure all our
product emissions, and where available we used lifecycle
assessments (LCAs) for our leather. This year, tannery-
specific leather LCAs were used for 53% of the leather
we purchased
5
(compared to 49% in FY24), rather than
using the generic emissions factor for leather.
FY24 SCOPE 3 EMISSIONS
6
(% OF SCOPE 3 EMISSIONS) SCOPE 3 ABSOLUTE EMISSIONS
(tCO
2
e)
8
1. We report one year in arrears due to the time required to process the large amount
of data required to calculate Scope 3 emissions.
2. Market-based Scope 2 emissions.
3. We use FY20 as a baseline year for our carbon footprint to avoid Covid-related
disruptions, where the most significant disruptions were evident during FY21.
4. Key methodology changes include the way we calculate refrigerant gas emissions,
energy usage at sites where data was not available, emissions associated with waste
production at stores and offices where data was not available, and how we account
for emissions associated with non-key materials.
5. Percentage of leather volume purchased by square foot.
6. Manufacturing emissions includes energy and waste at T1 factories, previously
waste was accounted for separately, in the GHG Protocol Category waste generated
in operations.
7. Other emissions include capital goods, fuel and energy-related activities, waste
generated in operations, business travel, employee commuting, use of sold products,
end-of-life of sold products, franchises, and investments.
8. FY20 and FY22 Scope 3 emissions were calculated in partnership with a consultancy.
Both the FY23 and FY24 footprints were measured using a third-party emissions
management tool. As a result, the emissions are not directly comparable due to
methodological differences (see our FY24 Sustainability Report for more details).
54
DR. MARTENS PLC ANNUAL REPORT 2025
54
FY20 BASELINE FOOTPRINT AND FY24 FOOTPRINT
1
FOR SCOPE 1, 2 AND 3 EMISSIONS (tCO
2
e)
Scope Category FY20 GHG emissions FY24 GHG emissions
FY24 % of Scope 3
emissions
FY24 % of value chain
emissions
Scope 1 Scope 1
640 902 – 0.5%
Scope 2 Scope 2 – Location-based
1,891 2,856 – –
Scope 2 Scope 2 – Market-based
1,936 1,963 – 1.1%
Scope 3 Purchased goods and services
181,941 134,422 75.08% 98.4%
Capital goods
15,747 6,546 3.66%
Fuel and energy-related activities
378 928 0.52%
Upstream transportation and
distribution
22,434 14,213 7.94%
Waste generated in operations
2
1,056 269 0.15%
Business travel
4,324 3,412 1.90%
Employee commuting
3,216 3,539 1.98%
Downstream transportation and
distribution
3,501 3,829 2.14%
Use of sold products (indirect)
13 908 0.51%
End-of-life treatment of sold
products
7,649 10,169 5.68%
Franchises
96 146 0.08%
Investments
– 649 0.36%
Total Scope 3 emissions
240,355 179,030
Total value chain emissions
– Market-based
242,931 181,895
1. We worked with different external partners and therefore used different methodologies for our FY20 and FY22 vs FY23 and FY24 GHG emissions profiles. Additional information on
the approach used in FY20 and FY22 can be found in our previous Annual Reports. FY24 Scope 1 and 2 emissions have been recalculated to reflect improvements in data availability.
2. In line with the GHG Protocol, in our FY24 footprint we recategorised emissions associated with Tier 1 waste under the GHG Protocol Category purchased goods and services.
Previously, these emissions were accounted for in waste generated in operations.
FOCUS
Increasing renewable energy use at our sites
Region FY25 % of total kWh consumption FY24 % of total kWh consumption
3
UK 95.5 95.3
EMEA 92.8 92.5
Americas 19.6 22.7
Global 47.4 52.8
As part of our SBTs we have committed to reducing
absolute Scope 1 and 2 emissions by 90%. In FY25,
compared to FY24 our Scope 1 emissions decreased
by 17% and Scope 2 market-based emissions increased
by 4%. We are also working towards sourcing 100%
renewable energy across our owned and operated sites
4
as this is a key mechanism to reduce our Scope 2
emissions. During FY25, 47.4% of the electricity
consumption for our owned and operated sites globally
came from renewable sources. In EMEA this totalled
92.8% of electricity consumption across our owned and
operated sites. 95.5% of our UK electricity consumption
also came from renewables during FY25.
This year, we developed and agreed a plan to achieve
our renewable electricity target involving the purchase
of renewable energy certificates for sites supplied by
conventional grid electricity sources. This is a temporary
solution so at the same time, we will transition our
remaining non-renewable electricity contracts in a phased
approach for our owned and operated sites globally.
COMMITMENTS SUPPORTED:
+ Net-Zero by FY40
+ Renewable electricity across all owned and operated
facilities by 2025
3. The FY24 Scope 1 and 2 figures disclosed in our previous Annual Report have been updated due to increased data availability.
4. All renewable electricity consumption percentages cover the scope of sites which are within Dr. Martens operational control. This excludes sites which are landlord controlled.
STRATEGIC REPORT
55
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
Streamlined Energy and Carbon Reporting (SECR) Statement
Emissions data in respect of the FY25 reporting period is as follows:
FY24 emissions (tCO
2
e) FY25 emissions (tCO
2
e)
GHG Protocol Scope Sub-category UK Global UK Global
Scope 1
Combustion of fuel and operation
of facilities
383 663 234 568
Scope 1
Combustion of fuel from owned
or leased vehicles
70 239 33 182
Total Scope 1
453 902 267 750
Scope 2 (Location-based)
Purchased energy 627 2,856 600 2,911
Scope 2 (Market-based)
Purchased energy 270 1,963 243 2,036
Scope 1 and 2 (Location-based)
1,080 3,758 867 3,661
Scope 3 (grey fleet only)
Grey fleet 14 50 17 92
Total emissions (Location-based)
1,094 3,808 884 3,753
Total energy use (kWh)
4,506,772 11,989,546 4,013,373 11,620,087
Turnover (£ million)
– 877.1 – 787.6
Intensity ratio (tCO
2
e/£100,000)
– 0.44 – 0.48
+ The reporting period for SECR is 01/04/24 – 31/03/25 and covers Dr. Martens plc and other Group companies
+ This includes limited Scope 1 and 2 emissions (gas and fuel used in transport; purchased electricity). Scope 1 physical or chemical processing emissions are not applicable
and Scope 2 steam, district heating and district cooling emissions are not applicable. Scope 3 greyfleet emissions in FY25 are global, whereas in FY24 greyfleet emissions
were limited to the UK and the USA. Our complete Scope 1-3 emissions are calculated one year in arrears due to the complexity of the data collection process; our FY24
footprint including full Scope 3 emissions can be found on page 55
+ The methodology used is based on the principals of the Greenhouse Gas Protocol, taking into account the 2015 amendment which sets out a ’dual reporting’ methodology
for reporting on Scope 2 emissions
+ Separate UK dual reporting has been conducted, in addition to mandatory global reporting, which encompasses all global data
+ GHG emissions have been assessed in accordance with HM Government’s ‘Environmental reporting guidelines: Including Streamlined Energy and Carbon Reporting
requirements guidance’, March 2019 update
+ Market-based emission factors have been sourced from European residual mixes for European grids and Green-e residual for US grids. Location-based emission factors
have been sourced from DEFRA for UK grid, eGRID for US subregion grids, IEA for other country grids, and Ecoinvent if not available from the above sources
+ Data has been sourced from a combination of half-hourly readings and energy invoices. Where data was unavailable, energy consumption has been estimated for the
respective meter and period. Estimation methods include using US government benchmarks with floor area and building type to calculate the average energy usage intensity
(kWh per square foot per year) and applying to the period in question
+ In some instances, data could not be converted to energy consumption. In FY25 this included all refrigerant gases, <1% of Scope 1 transport emissions and 33% of Scope 3
greyfleet emissions
+ This year we validated renewable electricity contracts at applicable sites in the USA. We have recalculated FY24 Scope 2 emissions, to include renewable electricity
consumption where applicable, which led to a 9% reduction in global market-based emissions from previously reported FY24 figures. As part of this recalculation, we also
updated the FY24 Scope 1 emissions in line with the latest climate science and best practice methodologies updated annually in our third-party emissions measurement
solution. This led to a 6% reduction in Scope 1 emissions globally compared to previously reported FY24 figures
+ Dr. Martens appointed a third party to provide independent limited assurance of the FY25 SECR Disclosure, in accordance with International Standard on Assurance
Engagements (ISAE) 3410
ENERGY EFFICIENCY
In conjunction with transitioning to renewable electricity
across our estate, we are continually improving energy
efficiency at our owned and operated sites. This year,
we completed the final phase of LED light retrofitting at
our distribution centre in the UK, replacing fluorescent
lighting with preferred LED alternatives. In addition,
we installed PIR sensors in areas requiring intermittent
lighting at the Made In England factory sites.
CLIMATE RISKS AND OPPORTUNITIES
We continue to advance our understanding of our
climate risks and opportunities and their potential
financial implications on our business. This includes
work by our TCFD Steering Committee to:
+ Integrate climate risks and opportunities (CROs)
into our financial planning and reporting, governance
and risk management processes
+ Incorporate climate change risks into the business
principal risks
For further details on our CROs, including related
mitigation actions, see our full Task Force on Climate-
related Financial Disclosures (TCFD) disclosure (page
81). This includes case studies on alternative materials,
production standards and resilience in our supply chain
against heatwaves.
WHAT’S NEXT?
Next, we plan to continue to develop our
decarbonisation strategy, using our emissions
management tool to model GHG emissions reductions
and measure progress towards our SBTs. Next year
we will also implement our renewable electricity
transition plan across our own operations.
56
DR. MARTENS PLC ANNUAL REPORT 2025
56
Operations
Why it matters
Driving operational excellence is integral to achieving
our sustainability commitments. It’s the key to unlocking
greater efficiency, improving data accuracy, and creating
lasting benefits for both our business and the
environment. It’s about responsibly managing our waste
and chemicals, applying sustainable environmental
standards, and building a resilient and responsible
supply chain. Engaging with our suppliers is essential
to this effort, and it is our responsibility to offer them
the necessary support.
For more information on how we responsibly
manage our supply chain, see page 72
Our commitments
ENVIRONMENTAL IMPACTS FROM SUPPLY
CHAIN MANUFACTURING PROCESSES
+ Environmental certification standard to all Tier 1
suppliers by 2025
WASTE MANAGEMENT
+ Minimise waste and ensure zero waste to landfill
across the full value chain by 2028
CHEMICALS MANAGEMENT
AND PRODUCT COMPLIANCE
+ Support suppliers to adopt best practice chemicals
management by 2025
Most of the environmental impacts from making our
products are of an indirect nature, and take place across
our supply chain partners, who we actively manage and
engage with (page 72). Despite this, we are striving to
apply the highest environmental standards at our own
operations, including at our Made In England (MIE) factory.
Responsibly managing our operations
We monitor our MIE factory in the same way as our
third-party product suppliers, against the Workplace
Conditions Assessment (WCA) on-site audit protocol
which assesses a range of topics from labour conditions
to health and safety. During FY25, 100% of our Tier 1 and
Key Tier 2 suppliers audited against the WCA protocol
met our high standards, and the MIE factory achieved full
compliance. For more information on the WCA audit, see
page 73. The MIE factory also retained its certification
to the ISO 14001 environmental management system
standard and continues to apply a range of initiatives
to minimise its environmental impact. Initiatives include
the use of efficient automatic material cutters, PVC
waste recycling (both in its own production process and
through a partner that recycles it into new footwear) and
the production of ‘deadstock’ products (see page 58).
The factory also runs on a renewable energy tariff.
DR. MARTENS APPRENTICESHIP SCHEME
The Dr. Martens apprenticeship scheme is a 15-month
course held at our MIE factory. Apprentices learn
about footwear production including the process of
manufacturing Dr. Martens products. Other topics
covered include the tanning process, sizing, footwear
construction, environmental impact and health
and safety. The scheme is closely supported by
Northampton College and graduate apprentices are
offered a role at Dr. Martens following successful
completion of the course. It has also supported female
employees to enter an industry which has historically
been male dominated. Many graduates of the scheme
are still working across the business, some having
moved into office-based and management roles.
Reducing the impact of our supply chain
Throughout FY25 we have placed a large focus on
supplier engagement. We believe providing the right
support to our suppliers is one of the most pivotal steps
in helping them to reduce their environmental impacts.
Almost half of our Tier 1 suppliers have reported to us
that they have an environmental management system
already in place, for example ISO 14001 or Higg FEM.
This provides us with a good insight into the level of
understanding on environmental management across
our Tier 1 suppliers and will help in our engagement
with them moving forwards.
What we’re doing...
Scan the QR code to meet some of
our apprentices and discover more
about the MIE apprenticeship scheme.
STRATEGIC REPORT
57
DR. MARTENS PLC ANNUAL REPORT 2025
FOCUS
Flowing down responsible environmental standards in our supply chain
In FY25, we updated our Master Supplier Agreements
(MSAs) to include additional environmental
obligations. The MSA is a collection of contractual
agreements we ask our Tier 1 suppliers to comply
with. The update includes clauses relating to:
+ Minimising energy and natural resource consumption
+ Minimising waste and the promotion of sustainable
land management practices
+ Avoiding landfill and the expectation to
prioritise recycling
+ Ensuring zero deforestation
+ Avoiding the use of hazardous or polluting materials
Our MSAs now require relevant suppliers to apply
our defined Environmental Standards which are
included in each contract and require their permitted
subcontractors and their suppliers to do the same.
Suppliers must also record and submit data on
specific sustainability performance metrics. These
range from waste generation and disposal through
to electricity and water consumption. This year we
also engaged with select Tier 2 suppliers to confirm
their adherence to our policies.
SUSTAINABILITY CONTINUED
COMMITMENTS SUPPORTED:
+ Net-Zero by FY40 (target validated by SBTi)
+ Minimise waste and ensure zero waste to landfill
across the full value chain by 2028
+ Support suppliers to adopt best practice chemicals
management by 2025
WASTE
We are focused on generating better supplier insight
as we work towards zero waste to landfill across our full
value chain by 2028. In FY25, we expanded the collection
of waste and environmental data across more of our
suppliers to better understand our indirect waste impacts,
particularly for leather and PVC (see below). We also
monitor waste generation at key sites across our UK
operations. Our UK distribution centre and Made In
England factory were zero waste to landfill during FY25.
In FY25 we continued to utilise leather waste in our
products, diverting tonnes of landfill waste in the process.
This included the first full year of sales of products made
from Genix Nappa, a reclaimed leather material made from
recycled leather offcuts that would otherwise have been
sent to landfill. We also launched new product lines using
Genix Nappa following the success of the initial range. By
using this material to make these products, we prevented
23 tonnes of leather waste from being sent to landfill.
In parallel, we saw the second full year of sales of our
‘deadstock’ product line, made from leather left over
from our previous seasons. This initiative has enabled
us to use our existing deadstock materials to date.
As well as using waste in upper materials, the manufacture
of our PVC outsoles also utilises waste during the process.
Our outsole suppliers recycle waste PVC produced during
outsole manufacturing, and reinject it into the process.
ENHANCED SUPPLIER WASTE DATA COLLECTION
In FY25, we expanded the collection of waste and
environmental data from all our Tier 1 suppliers
(including suppliers of outsoles and accessories).
This information was previously only collected on a
regular basis from our Tier 1 footwear factories. We also
initiated on-site data verification visits at selected Tier 1
suppliers, including at several of their waste contractors.
The aim was to better understand their waste handling
processes and procedures. We have not undertaken
this level of waste verification before and the exercise
revealed valuable insights.
Preliminary results suggest that our Tier 1 footwear
factories account for around 95% of waste generation
across our Tier 1 suppliers, with outsole and accessories
suppliers accounting for the remaining 5%. It also
showed us that waste disposal to landfill is very minimal
among our Tier 1 suppliers. The data is being reviewed
by a cross-functional working group to help inform our
supply chain management practices and inform next
steps to reduce waste and achieve our zero waste to
landfill target.
COMMITMENTS SUPPORTED:
Minimise waste and ensure zero waste to landfill across
the full value chain by 2028.
58
DR. MARTENS PLC ANNUAL REPORT 2025
58
In FY25, we also continued to seek innovation
opportunities to recycle post-consumer materials into
new componentry. This included a trial to recycle our
PVC outsoles into new Dr. Martens outsoles. This trial is
ongoing at our MIE factory, using recycled PVC from our
product recycling partner in the EMEA region. For more
information on our efforts to achieve product circularity,
see pages 68 and 69.
CHEMICALS
We embed management systems to comply with
all relevant chemical-related regulations through our
chemical management system and Restricted Substance
List (RSL). These cover our own operations and our
Tier 1 suppliers, who cascade relevant requirements
to their suppliers. We carry out ongoing RSL testing
on components and finished products, plus relevant
certification reviews. We also require Tier 1 and Key Tier 2
suppliers to sign our General Material Requirement
Policy (GMRP) to ensure their inputs comply with relevant
product safety legislation, among other requirements.
WATER
Leather tanning represents a significant area of impact
in terms of water use and wastewater emissions. This
is why we require our Tier 1 suppliers to only purchase
leather from Leather Working Group (LWG) certified
tanneries. These tanneries are compliant with the LWG
audit protocol, which requires more responsible water
consumption and is aligned with the Zero Discharge of
Hazardous Chemicals (ZDHC)
1
requirements. In FY25,
100% of our leather came from LWG certified tanneries.
We collect water use data and other environmental
indicators from our Tier 1 supplier factories on a
quarterly basis, giving us valuable insight into their
environmental management. Water consumption
is also monitored across our own operations.
For more information on how we responsibly
manage our supply chain, see pages 72 and 73
1. ZDHC is dedicated to reducing the apparel and footwear industry’s chemical footprint through
the implementation of the ZDHC Manufacturing Restricted Substances List.
WHAT’S NEXT?
We continue to work towards our commitment
of having an environmental certification standard
in place for all Tier 1 suppliers. We are prioritising
supplier engagement and the verification of supplier
waste data, both of which are necessary first steps.
The selection and implementation of a third-party
environmental management system for our Tier 1 suppliers
is taking longer than anticipated due to prioritisation and
resource, however we remain committed to continuing
this process. We will continue working with our Tier 1
suppliers to monitor and minimise manufacturing-
related waste, including through benchmarking
and corrective action plans.
STRATEGIC REPORT
59
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
PRODUCT
Highlights
Our products are iconic, timeless and durable. We are building on our proud heritage
by working to prolong the life of our products and reduce the environmental impacts of
the materials we source. We are also developing profitable repair, resale and end-of-life
solutions for our products. These initiatives will help us to achieve our long-term
vision of a regenerative and circular product lifecycle with a lower carbon impact.
MATERIALS
100% of footwear made from sustainable
materials by 2040
100% of the natural materials in products
from regenerative agriculture by 2040
Remove fossil-based chemicals from
products by 2035
PACKAGING
100% of packaging to
come from recycled or other
sustainably sourced material by 2028
LIFECYCLE
100% of products sold to have a
sustainable end-of-life option by 2040
For additional commitments, see pages 61,
66 and 67
RELATED UN SDGs
For more information, see our SDG mapping exercise at: drmartensplc.com
Focus areas and commitments
97%
of leather traced to the abattoir through
collaboration with our leather supply chain
100%
of our leather comes from LWG
certified tanneries with 99% rated
Gold or Silver
>10,000
pre-loved pairs sold through our
USA resale channel, ReWair
43%
of ReWair purchasers were new to
Dr. Martens, bringing new consumers
to the brand through resale
5,780
consumers able to wear their Docs
footwear for longer through our UK
authorised repair service
60
DR. MARTENS PLC ANNUAL REPORT 2025
60
Materials
Why it matters
The materials that go into our footwear underpin their
iconic and timeless look, as well as their durability and
comfort. They also determine the lifecycle impacts of
our footwear, including their carbon footprint. Using
more sustainable materials in our products represents
our most significant opportunity to reduce our carbon
footprint as we work towards our Net-Zero target.
This is why we are developing innovative and more
sustainable materials that are:
+ Durable and deliver the quality needed for our
iconic footwear
+ Recycled, renewable and/or regenerative
+ Produced responsibly and meet our environmental
and social standards
As part of these efforts, we actively source leather
from Leather Working Group (LWG) tanneries, while
we work to achieve leather traceability and explore
regenerative leather supplies. We are also trialling
more sustainable options for our outsoles and other
componentry, without compromising on their durability
and comfort.
Our commitments
INNOVATION IN DESIGN AND SUSTAINABLE
MATERIALS
+ 100% of footwear made from sustainable materials
by 2040
+ Sustainable alternative to outsoles by 2035
+ Sustainable vegan upper material by 2028
LAND, BIODIVERSITY AND ECOSYSTEMS
IMPACTS OF RAW MATERIAL PRODUCTION
+ 100% of the natural materials in products from
regenerative agriculture by 2040
+ Remove fossil-based chemicals from products by 2035
+ Zero deforestation by 2025
+ 100% leather traceability for all countries by 2024
1
+ 100% upper leather from LWG by 2023
2
We are working to reduce the environmental impacts of
our existing materials, while also developing innovative,
lower-impact alternatives which are aligned to our
definition of sustainable materials, which is set out in our
DRP Sustainable Materials Criteria
3
. We collaborate
with innovation partners and engage with existing supply
chain partners to support these strategies.
In FY25, we continued the rollout of the new Product
Lifecycle Management system, including the upload of
more seasonal data and material types. The system is
delivering enhanced visibility across our product lifecycle
and will provide a structured platform to help us manage
and monitor our sustainable material commitments.
Moving towards more sustainable leather
Leather is our most widely used material. It is durable, easy
to maintain and repair and is naturally comfortable. Qualities
like these make it an ideal choice for crafting footwear.
However, we acknowledge the potential environmental and
ethical issues associated with leather. This is why we are
focusing on the areas outlined in the table to the right.
Given leather-related emissions are the most significant
single source of our Scope 3 carbon emissions, the
achievement of these commitments will also support
our Net-Zero ambitions.
We also participate in the LWG and are one of four
brands represented on the LWG Executive Committee.
The LWG Executive Committee exists to guide
and develop the strategy and direction of the LWG,
representing the interests of all stakeholders.
Leather sourcing focus area Commitment Status
Reducing processing
impacts including sourcing
from LWG certified tanneries
100% upper leather from
LWG by 2023
4
100% (FY25)
Enhancing traceability 100% leather traceability
for all countries by 2024
1
97% (FY25)
Zero deforestation Zero deforestation
by 2025
Worked with industry
experts to develop a
Zero Deforestation
Implementation Plan
Supporting regenerative
agriculture
100% of the natural
materials in products
from regenerative
agriculture by 2040
Engaged in industry
collaboration and
trialled small volume
from farm practising
preferred agriculture
methods
What we’re doing...
1. While we very narrowly missed meeting this commitment by its deadline (achieving 97% traceability back to the abattoir by 2024), we are working with our tannery partners
to achieve full traceability in the future (see page 62).
2. Commitment achieved in FY24.
3. Our DRP Sustainable Materials Criteria is a framework that enables us to ensure the materials we select are Durable, Recycled, Renewable and/or Regenerative and Produced
responsibly. The full definition can be found on our website.
4. Commitment achieved in FY24.
STRATEGIC REPORT
61
DR. MARTENS PLC ANNUAL REPORT 2025
SS25AW24SS24AW23SS23AW22SS22AW21SS21AW20SS20AW19SS19
61
58
64
70
73
80
80
87
84
89
84
97
97
SUSTAINABILITY CONTINUED
ENHANCING TRACEABILITY
Although the hides we use for leather are sourced
from cattle reared for the food industry, traceability is
essential to ensure that our products are not linked to
deforestation or other negative environmental, social
or animal welfare impacts. Despite traceability being so
important for responsible leather use, it is an ongoing
challenge that will require industry-wide collaboration.
Some of the key reasons include the size and complexity
of the cattle supply chain, lack of incentivisation to
implement industry-wide leather traceability systems
and the absence of a universal industry standard.
In FY25, we took a step forward in our aim to improve
the traceability of our leather supply chain. We undertook
an exercise which identified that 97% of our leather is
traceable back to the abattoir for the AW24 and SS25
seasons. This was validated by a third-party data
gathering and risk mapping exercise which required
collaboration with our tannery partners to map the
abattoirs in our leather supply chain. We were also able
to achieve traceability further upstream to the farm for
a small volume of leather. This provided greater insight
into our leather purchases and enhanced our visibility
of the specific abattoirs which supply leather to our
tannery partners. While we narrowly missed our
commitment of 100% traceability to the abattoir by
the end of 2024, we remain fully committed to achieving
this in the future. The remaining 3% of abattoirs could
not be mapped during the process because the
tanneries either did not disclose or did not know the
required information. We recognise that traceability
in our supply chain is an ongoing journey for which
collaboration and communication are key. We plan to
continue to work closely with our tanneries to monitor
traceability to the abattoir and to identify and verify
the final outstanding abattoirs.
The mapping exercise also provided valuable insight
that will inform our regenerative agriculture and
zero deforestation strategies (see opposite), and the
verification of certification within our supply chain.
We continue to work towards traceability to farm
level, which is a more complex task. Industry-wide
collaboration is needed to achieve farm-level leather
traceability. We will continue to engage with key
stakeholders to identify opportunities and work
towards our targets in this space.
OUR ENHANCED LEATHER TRACEABILITY METHODOLOGY
1
In FY25, we worked with an expert third party to comprehensively map beyond Tier 2, to the abattoirs in our leather supply chain. This included:
Development of mitigating actions
to address identified risks.
Building of an interactive
leather supply chain map,
and analysis of the results
to identify areas of potential
deforestation and/or social
risk exposure.
Validation of the abattoir
and tannery data, including
follow-up engagement with
tanneries where required.
Structured engagement
with the tanneries to gather
actionable data on their
facilities (e.g. environmental
and social policies) and the
abattoirs in our supply chain
(e.g. locations and potential
deforestation and social
risk exposure).
PLATFORM
DEVELOPMENT
DATA COLLECTION DATA VALIDATION
MAPPING AND
RISK ANALYSIS
ACTION AND
MONITORING
Design of a bespoke supplier
engagement and data
gathering platform, aligned to
Dr. Martens specific leather
traceability requirements.
TRACEABILITY TO THE ABATTOIR FOR LEATHER PURCHASES (%)
1. The data for AW24 and SS25 is based on the outputs of the third-party mapping exercise outlined above. This reflects an enhancement of our methodology, including the direct
mapping of abattoirs in our supply chain (with the prior data primarily reflecting LWG tannery traceability scores) and the expansion of the assessment scope beyond upper leather
to also include lining and accessories. Previously, our traceability percentage was based on LWG audit data, which assessed each tannery on the basis of what proportion of their
leather was traceable back to the abattoir.
62
DR. MARTENS PLC ANNUAL REPORT 2025
62
AW25SS25AW24SS24AW23SS23AW22SS22AW21SS21AW20SS20
98
99
99
100
100
100
100
98
99
100
100
100
ADDRESSING DEFORESTATION
The outputs from the third-party mapping of our leather
supply chain have also informed the development of
key next steps to track deforestation risks at a farm level.
This will support the ongoing implementation of our
Zero Deforestation Implementation Plan.
Tracing data to the farm level is very challenging to
do on our own. To address this, we continue to work
with industry partners in this area, including through
our representation on the LWG Executive Committee.
Through the mapping of our leather supply chain, we
also gained an understanding of how our suppliers are
managing deforestation. For example, we established
that a large proportion of our tannery partners have
deforestation policies in place.
SUPPORTING REGENERATIVE AGRICULTURE
In FY25, we started to develop a regenerative agriculture
strategy, with support from an expert organisation. The
first step was to define regenerative agriculture as there is
currently no universally-accepted definition. The definition
we developed for regenerative agriculture is as follows:
A holistic set of farming principles which
aim to mimic natural systems. The practices
used by regenerative agriculture practitioners
are context-specific, and provide positive
environmental and social impacts, such as
improving farmer livelihoods, soil health,
water cycling, biodiversity and animal welfare
outcomes. In turn, regenerative agriculture
can increase farm and supply chain resilience
to risks such as climate change.
We plan to use this definition to evolve our strategy and
pursue opportunities to support regenerative agriculture in
our supply chain, which also provides a good foundation
as we work towards our zero deforestation commitment.
MANAGING PROCESSING IMPACTS
All of our leather is sourced from LWG certified
tanneries. This helps us ensure we are only sourcing
from leather manufacturers who are actively managing
their environmental impacts. These tanneries apply
responsible environmental management practices and
comply with LWG environmental standards for energy
use, water, chemicals and waste management
1
. For
the SS25 season, 100% of our upper and lining leather
came from LWG certified tanneries, with 76% certified
Gold, 23% Silver and 1% Bronze (figures rounded to
nearest whole number).
UPPER LEATHER SOURCED FROM LWG CERTIFIED TANNERIES (%)
1. For information on the LWG, see leatherworkinggroup.com.
STRATEGIC REPORT
63
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
Exploring leather alternatives
Leather is and will continue to be an important upper
material for Dr. Martens in the future. At the same
time, we are committed to developing lower-carbon
alternatives as we work towards achieving our long-term
Net-Zero and sustainable materials commitments.
In FY25, we continued to test and assess a range of
bio-based vegan upper materials, with a particular
focus on maintaining our durability promise. We now
have several vegan alternatives in development,
pending final testing and wearer trials.
OUTSOLES
Most of our outsoles are made from durable, long-lasting
PVC. The outsole manufacturing process produces
minimal PVC waste and any waste which is produced
can be reused in the production process.
As we work to move away from fossil-based materials,
we recognise the importance of creating lower-carbon,
bio-based alternatives to PVC, which is an important part
of our roadmap to reach Net-Zero emissions. In FY25, we
advanced a trial of bio-based PVC. This followed rigorous
testing to ensure it meets our aesthetic and performance
standards, and sustainability criteria for materials. We
plan to review the results of the trial in FY26 which will
determine next steps.
FOCUS
Reclaimed leather, remade to last
In March 2024, we launched our first products made
from reclaimed leather, an innovative upper material
developed to help address leather waste. Since the
launch, we have sold over 20k pairs globally.
Named ‘Genix Nappa’, the reclaimed leather material is
made from recycling leather offcuts into a soft, lightweight
material, without compromising on our renowned
durability. More than 50% of the material is made from
recycled pre-consumer leather fibres, with a synthetic
textile core and water-based polyurethane (PU) topcoat.
We have carried out rigorous pre-production testing
and trials to ensure it meets our high standards,
including our sustainability criteria for materials.
Adoption of reclaimed leather marks an important step
towards our commitment for 100% of our footwear to
be made from sustainable materials by 2040. The life
cycle assessment (LCA) for Genix Nappa also found
that its production results in around 80% fewer carbon
emissions compared to conventional leather.
We have already launched seven product styles made
from Genix Nappa, and we plan to build on this with
the launch of several new options from AW25. We
are now working closely with the supplier to identify
additional product applications, further enhance the
material’s sustainability performance and explore the
creation of new materials. More information including
how reclaimed leather is made can be found at
drmartens.com.
COMMITMENTS SUPPORTED:
+ 100% of footwear made from sustainable materials by 2040
+ Net-Zero by FY40
+ Minimise waste and ensure zero waste to landfill
across the full value chain by 2028
OTHER COMPONENTS
We continue to work on the development
of a new insole that is partially made from
bio-based PU. We are also carrying out
late-stage research and development on
bio-based alternatives for other chemical-
based products used in our footwear,
such as glues.
WHAT’S NEXT?
We will continue to work towards achieving our
sustainable materials commitments. This will
include a focus on advancing the areas of our
strategy around sourcing lower impact leather,
exploring bio-based alternatives to PVC, plus
other leather alternatives.
64
DR. MARTENS PLC ANNUAL REPORT 2025
64
MOVING TOWARDS MORE SUSTAINABLE COMPONENTS
We continue to use more sustainable content in our components, where possible. We have:
100%
recycled content
in luxe faux fur
Organic
cotton content
in socks
100%
recycled polyester content
in cushioned insoles
100%
recycled polyester
content in laces
100%
recycled polyester
content in all
standard heel loops
80%
recycled polyester
in metallic heel loops
STRATEGIC REPORT
65
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
Packaging
Why it matters
Using the right packaging ensures our products reach
our consumers in perfect condition. It is a key area
of resource use, which is why we focus on:
+ Reducing the packaging we use
+ Substituting existing packaging with recycled
and/or more sustainable alternatives
+ Ensuring our packaging can be recycled
Our commitments
PACKAGING
+ 100% of packaging from recycled or other sustainably
sourced materials by 2028
OPTIMISING AND MINIMISING
OUR PACKAGING
We are focused on optimising and reducing our packaging
where possible, including through the removal of
non-recyclable and difficult to recycle materials.
We now use Forest Stewardship Certified (FSC) recycled
cardboard across our standard shoe boxes, swing tags
and the majority of our large cardboard shipping boxes.
In addition, we have phased out non-recyclable shoe
boxes for all our brand collaboration projects. This
previously represented one of our most significant
sources of non-recyclable packaging. We have also
phased out swing tags for our collaboration shoe ranges
and now only use these for collaboration accessories.
During FY25, we continued with the phased removal
of plastic foam inserts from ranges that do not require
them for protective purposes. We have removed these
inserts from 81% of our SS25 and 61% of our AW25
footwear ranges by volume. We continue to investigate
a sustainable alternative for products that do
require protection.
What we’re doing...
WHAT’S NEXT?
We will continue phasing out the last of our
non-recyclable packaging. This will include a
focus on the continued removal of plastic foam
inserts and swing tags, increased use of reusable
and recyclable packaging, and the use of more
sustainably sourced packaging materials.
66
DR. MARTENS PLC ANNUAL REPORT 2025
66
Lifecycle
Why it matters
Extending the life of our products reduces our impact on
the environment and delivers even better value to our
consumers. We are restoring used or damaged footwear and
keeping our products in circulation through recommerce. We
also offer an authorised repair service and practical guidance
to our consumers to help them care for their footwear.
We are working to develop more sustainable end-of-life
solutions for when our products can no longer be repaired
or resold and reach the end of their life. We collaborate
with external partners to explore end-of-life solutions
where there is currently a lack of options. These efforts are
helping move our business towards a more circular model.
Our commitments
USEABLE LIFE
+ Offer options and guidance for wearers to maximise
useable life by 2025
+ All products align to sustainable design criteria by 2028
END-OF-LIFE
+ 100% products sold to have sustainable end-of-life
option by 2040
SUSTAINABLE BY DESIGN
We want sustainability to be built into our footwear
at every stage of the product lifecycle. This starts with
design. We run a Sustainable Design Training programme
for our product creation teams. This helps embed our core
product principles of timelessness, durability, functionality
and sustainable material selection. In FY25, 98% of
product creation team members completed this training.
EXTENDING THE LIFE OF OUR FOOTWEAR
Extending the usable life of our footwear helps us
minimise our environmental impacts by reducing raw
material consumption and post-consumer waste,
plus the carbon emissions and other environmental
impacts associated with the manufacture of new pairs.
Our approach is focused on:
+ Care: Sharing guidance on how to properly care for
our footwear through our marketing, sales and social
media channels to help our wearers maximise the life
of their Dr. Martens footwear
+ Repair: Keeping our footwear going for longer through
our authorised, direct-to-consumer repair service
(see page 68)
+ Resale: Giving our footwear and bags a new
life by taking damaged or defective products and
authenticating, cleaning and repairing them
where needed to restore them for resale through
our recommerce channels (see below)
What we’re doing...
OUR REPAIR AND RECOMMERCE JOURNEY
FY23 FY24 FY25
Launched
UK RESALE: RESOULED
Resale of damaged or defective
footwear and bags that have been
returned to us. They are authenticated,
cleaned and repaired where needed
by The Boot Repair Company to
restore them for resale through Depop.
Launched
UK AUTHORISED REPAIR
Launched official direct-to-consumer repair
of customers’ boots, shoes and bags in
partnership with The Boot Repair Company.
Launched
USA RESALE: REWAIR
Restoration of footwear and bags that were
damaged, defective or received through
customer trade-in. Restored products are
sold through Dr. Martens ReWair website
and given a second life.
USA TRADE-IN TRIAL
Offered customers the option to trade in
pre-loved Dr. Martens footwear at select
stores. Traded-in footwear was restored
for resale, or sent to ‘next best use’, for
example recycling or donation.
IMPROVEMENTS AND EXPANSION
+ Machinery upgraded to expand our
UK authorised repair service to enable
repair of our iconic Quad soles
+ Trialled repair solutions for sandal styles
+ Provided customers with customisation
options through authorised repair
STRATEGIC REPORT
67
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
FOCUS
Keeping our footwear
on the go through repair
In October 2023, we launched our direct-to-consumer repair
service in the UK in partnership with The Boot Repair Company.
Since then, we have repaired over 5,780 pairs of Dr. Martens
boots and shoes for our consumers. This is helping our
consumers to further extend the life of their footwear, while also
enabling customisation of their products. We continue to receive
exceptionally positive feedback on rating sites and social media.
The service is run in partnership with The Boot Repair Company
who are based in Leeds, UK. All repairs and customisations are
carried out using the same machinery, outsoles and componentry
that go into making Dr. Martens products. In FY25, we made
further machinery upgrades to enable repairs to be made to a
wider range of our products, including on our iconic Quad soles,
and we are currently exploring solutions to enable repairs to be
made on some sandal styles.
In June 2024, we were proud to see our repair service shortlisted
for the Best Sustainable Initiative at the Drapers Footwear Awards.
WEARER STORY
One of our wearers had her pre-loved childhood boots from the
90s restored, so that her toddler could give them a second life,
30years after she wore them herself.
We are now:
+ Increasing efforts to raise awareness of our repair service
+ Working to expand the UK service to cover a wider range
of our products
+ Actively engaging with potential repair partners in other markets,
as we work to expand the service to more of our consumers
COMMITMENTS SUPPORTED:
+ Offer options and guidance for wearers to maximise useable
life in 2025
FOCUS
Giving footwear a new life
through resale
Dr. Martens is known for making timeless and durable products.
As we move towards a more circular business model, we are
taking action to increase the usable life of our products even
further, including through resale. Resale involves taking damaged
or defective footwear and bags that have been returned to us or
traded-in and authenticating, cleaning, repairing and restoring them
for sale through our dedicated online platforms.
In FY25, we continued to expand our branded resale channels
including ReWair in the USA and ReSouled in the UK. Resale
presents a significant commercial opportunity and is a key initiative
within our business strategy. In addition to seeing promising sales
growth, the platforms are helping to build brand loyalty and attract
new wearers; 43% of our resale consumers in the USA are new
to our brand (as of end of March 2025).
Importantly, branded recommerce is also helping us achieve
our long-term sustainability commitments. This includes our
commitments to have sustainable end-of-life options for all of our
products and to reach Net-Zero by FY40. Our externally verified
carbon model indicates that a pair of Dr. Martens footwear sold
through our recommerce channels generates 89% fewer GHG
emissions than a newly purchased pair.
REWAIR IN THE USA
Since the launch of ReWair in March 2024, we have sold more
than 10,000 refurbished products. ReWair products are
authenticated, cleaned and restored by our specialist partner,
before being sold via our online Dr. Martens ReWair store.
In FY25, we trialled a trade-in initiative at two stores in the USA, where
consumers were able to exchange their worn Dr. Martens products for
a voucher to put towards their next purchase. Returned products
were restored for sale via ReWair. Where this was not possible, they
were sent to ‘next best use’, for example recycling or donation.
RESOULED IN THE UK
We continue to offer ReSouled in the UK, in partnership with The Boot
Repair Company and hosted on Depop. Since its launch in April 2022,
we have sold more than 13,000 refurbished products through the
platform. ReSouled remains one of the most popular stores on Depop
globally and continues to see exceptionally positive customer reviews.
PLANS FOR THE FUTURE
We plan to continue expanding these platforms in the USA and
UK and are actively exploring the development of similar channels
in other markets.
COMMITMENTS SUPPORTED:
+ 100% of products sold to have a sustainable end-of-life option
by 2040
+ Net-Zero by FY40
+ Offer options and guidance for wearers to maximise useable
life by 2025
DRMARTENSREPAIRS.COM
68
DR. MARTENS PLC ANNUAL REPORT 2025
68
RECYCLING PARTNERSHIPS
We aim to prioritise end-of-life solutions that are as high
up our end-of-life waste hierarchy as possible, such as
reuse, repair and recycling (see our FY23 Sustainability
Report for more details). The footwear industry is faced
with difficulties around the availability of local recycling
infrastructures and practical circular solutions across
different markets. This year we are taking action to
tackle these industry-wide challenges through the
‘Closing the Footwear Loop’ project (see opposite).
We work with external partners in our UK, EMEA, APAC
and Americas regions to recycle footwear that cannot
be repaired and resold. We are working with a European
recycling partner to explore opportunities to use waste
from the production process to create new materials.
While it is still early in the research and development
process, this is an exciting project which would unlock
huge progress in our journey towards circularity. We
have an ongoing trial using leather waste from recycled
Dr. Martens products to make a new reclaimed leather
material similar to Genix Nappa, and another trial
recycling used PVC outsoles into new outsoles. We also
continue to investigate additional recycling partnerships
across our regions.
TRADE-IN TRIAL
In FY25, we launched trade-in at eight stores in London,
where consumers can bring in worn-out footwear from
any brand to receive money off a new pair of Dr. Martens
boots. Traded-in footwear is sent to our partner, which
recycles them into new items such as fittings for our
stores or surfacing materials for playgrounds. Our aim
is to restore Dr. Martens products returned via this
initiative, and sell them via our ReSouled platform.
In the USA, we also trialled a trade-in initiative as part
of our ReWair platform (see page 68).
COLLABORATION
We have joined the ‘Closing the Footwear Loop’
industry collaboration initiative led by Fashion for Good.
The project brings together many leading fashion and
footwear brands, industry associations, advisers and
innovators to address the challenges of circularity in
the footwear industry. Over a two-year period, the project
aims to map post-consumer footwear waste streams,
establish a roadmap for circular footwear design and
identify end-of-use innovations such as new technologies
and business models to transform the current linear
‘take-make-dispose’ model into a circular one.
END-OF-LIFE SOLUTIONS FOR OUR SAMPLES
We use development samples in the product creation
process to ensure that the final designs not only meet
our durability and quality criteria but are also desirable
for our wearers. As these haven’t undergone the
stringent testing required for sale, we are unable to sell
these on our consumer website or resale channels. We
continue to develop sustainable end-of-life solutions for
our pre-consumer samples across our markets, to build
upon our sample recycling initiatives already established
in the USA and EMEA.
End-of-life recycling
WHAT’S NEXT?
Next, we plan to continue exploring the
expansion of resale and repair to new markets,
while continuing to grow our current offerings.
We will continue to collaborate with key industry
players, such as Fashion for Good, to address the
challenge of circularity in the footwear industry.
STRATEGIC REPORT
69
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
PEOPLE
Highlights
Our brand is driven by people, and we aim to create an environment where everyone can do
their life’s best work. We’re implementing our diversity, equity and inclusion (DE&I) strategy to
make sure our people feel included, accepted and empowered. Our approach is underpinned
by our respect for human rights, including the rights of the people working in our global supply
chain. We act courageously and show that we care by supporting a range of important social
justice issues alongside the Dr. Martens Foundation.
100%
of our Tier 1 and Key Tier 2 suppliers CSR
audited met our high standards
88%
of our employees say they can be themselves
at work, showing our inclusive workplace
For more, see People and Culture on page 44
DELIVERED
DE&I training to HR leadership
DIVERSITY, EQUITY AND INCLUSION
ETHNICITY
30% underrepresented communities in senior leadership roles
(GLT and direct reports)
GENDER
50% women in senior leadership roles (GLT and direct reports)
Increase non-binary colleagues from 2% to 4% globally
Further information on how we approach Human Rights and Community,
the other two focus areas of People, can be found on pages 71 and 76
RELATED UN SDGs
For more information, see our SDG mapping exercise at: drmartensplc.com
Focus areas and commitments
The following commitments are to be achieved by 2027:
70
DR. MARTENS PLC ANNUAL REPORT 2025
70
Human rights
WHAT’S NEXT?
Next, we plan to implement the Global Human Rights Policy in
a phased approach. We also plan to engage our suppliers and
employees on human rights topics through training and further
evolve our third-party due diligence processes.
What we’re doing...
ACTING WITH RESPECT
We implement our human rights commitment through
our DOCtrine (our business code of conduct), Supplier
Code of Conduct, Migrant Worker Policy, Anti-Slavery
and Human Trafficking Policy and DE&I strategy.
Employees can use an independent, confidential hotline to
raise human rights concerns and grievances if they arise.
These are reviewed by our Global Compliance Team and
escalated to the Audit and Risk Committee if necessary.
19claims were raised during FY25, including issues relating
to employee relations, policy issues and discrimination.
We actively manage potential human rights issues in
our supply chain, including through our CSR monitoring
programme. We also carry out human rights risk
assessments for new sourcing countries.
CSR MONITORING PROGRAMME
We apply our CSR monitoring programme to Tier 1
and certain Key Tier 2 suppliers during the onboarding
process. These suppliers are then subject to ongoing
monitoring audits to ensure they continually comply
with relevant labour laws and Dr. Martens policies.
This includes our Supplier Code of Conduct.
The Supplier Code of Conduct contains detailed
supplier obligations. These are aimed at ensuring they
respect the ILO core labour standards within their
own workforces. The Supplier Code of Conduct also
includes broader obligations relating to:
+ Safe and hygienic working conditions
+ Health and safety management
+ Living wages
+ Working hours that are not excessive
+ Regular terms of employment
+ The avoidance of harsh or inhumane treatment
For more information on our supplier CSR audits,
see page 73
ANTI-MODERN SLAVERY PROGRAMME
We will never accept modern slavery in any form. We
integrate anti-modern slavery and forced labour clauses
into our supplier contracts and offer ‘Forced Labour and
Ethical Trade’ training to all our employees.
For more information on how we address modern
slavery risks in our supply chain, see pages 72
and 73 and our full Modern Slavery Statement
on our corporate website
Why it matters
Human rights are the foundation of a fair and
thriving society. At Dr. Martens, we are deeply
committed to upholding these values, ensuring
that respecting our people is woven into everything
we do. This commitment extends not only to our
own employees but also to our global supply chain.
We actively engage with our suppliers, raising
awareness, fostering understanding and closely
monitoring their practices to ensure that human
rights are respected at every step.
FOCUS
Expanding our human rights
programme
Last year, we completed an independent human
rights due diligence review. The process looked
at our management practices in relation to human
rights and provided recommendations based on
upcoming legislation and industry best practice.
One of the key recommendations was to
implement a Global Human Rights Policy, which
we developed throughout FY25. To ensure its
effectiveness, we engaged a social enterprise
specialising in labour exploitation to conduct
a review and benchmarking exercise.
The policy is compliant with the United Nations
Guiding Principles on Business and Human Rights
(UNGPs), the relevant International Labour
Organization (ILO) Conventions and the Ethical
Trade Initiative (ETI) Base Code.
It is set to be rolled out in FY26 and covers:
+ Prohibition of Forced and Child Labour
+ Non-Discrimination and Equal Opportunity
+ Freedom of Association and Right To
Collective Bargaining
+ Safe and Healthy Working Conditions
+ Fair Wages and Benefits
+ Work-Life Balance
+ Speak Up
+ Training and Development
+ Privacy and Confidentiality
+ Respecting and Protecting the Environment
and a Just Transition
Another key recommendation related to the
expansion of our existing human rights programme
was to cover a broader range of suppliers beyond
product suppliers. We are currently examining how
we can enhance our risk management practices
with respect to all vendor types.
STRATEGIC REPORT
71
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
Responsibly managing our supply chain
OVERVIEW OF OUR GLOBAL SUPPLY CHAIN
We work with our third-party suppliers to achieve high
levels of quality and sustainability. This includes:
+ Tier 1 suppliers (finished product manufacturers)
+ Key Tier 2 suppliers (suppliers of strategic
components such as tanneries)
+ Tier 2 suppliers (suppliers of other components)
Our Tier 1 factory list is shared on our corporate website
and is updated every six months. For AW25, our planned
Tier 1 footwear sourcing is 62% Vietnam, 31% Laos, 4%
Thailand, 2% Pakistan and 1% in the UK. For further
information on how we manage our supply chain, see
pages 57 to 59, 71 and 73 and our Modern Slavery
Statement which can be found on our website.
MAKING AND SOURCING DISTRIBUTIONRAW MATERIAL
CONSUMER PRODUCT END OF
USEABLE LIFE
RECYCLING
PARTNERSHIPS
RETAILING, ECOMMERCE, WHOLESALE
CARE
REPAIR
RESALE
EXTENDING LIFESPAN
OUR SUPPLY CHAIN POLICIES
Our Supplier Code of Conduct is based on the ILO
Conventions and the ETI Base Code. It integrates
a range of requirements around forced labour, child
labour, subcontracting, homeworking and modern
slavery. Suppliers are also subject to our supplier
Environmental Standards.
These documents are integrated into our Tier 1 supplier
contracts, along with our:
+ Animal Derived Materials Policy
+ Anti-Bribery and Corruption Policy
+ General Materials Requirement Policy
+ Migrant Worker Policy
1
+ Needle Policy
Similarly, we have contractual provisions that require
our agents, distributors and franchisees to comply with
these policies. In FY25, we strengthened our contractual
agreements with suppliers; see page 58 for more
information. For all of our ESG policies, see page 78.
SUPPLIER ENGAGEMENT
Members of our CSR and Sourcing Teams are based in
key sourcing locations and work directly with our Tier 1
and Key Tier 2 suppliers and their factories. These
teams engage with our suppliers to support compliance
and monitor progress against Dr. Martens’ social and
environmental expectations. This helps us maintain
transparent, collaborative and constructive relationships.
It also helps us to quickly address any potential issues,
including through corrective action plans. For more
examples of supplier engagement and collaboration,
see pages 35, 57 to 59 and 71.
In FY25, we focused on enhancing our corrective action
plan remediation process. This included compliance
training for supplier personnel in Thailand, Laos and
Vietnam to help them better understand the expectations
attached to our CSR monitoring programme.
We also conduct regular Tier 1 supplier conferences,
focused on information sharing and open communication.
The supplier conference held in November 2024 included
a focus on waste management alongside other priority
engagement topics. Content included our expectations
around environmental and waste reporting, training on
the waste hierarchy and next steps as we collectively
work towards our zero waste to landfill and environmental
certification commitments. For more information on
waste, see page 58 and 59.
Our Responsible Purchasing Practices Charter sets out the
principles we apply when interacting with our suppliers. We
also expect suppliers to adopt the spirit of these principles
with respect to their own sub-suppliers. This includes a
focus on operating to agreed payment schedules and timely
communication of our order requirements to support
supplier planning, among other topics. The full charter can
be found on our corporate website.
1. Based on the Dhaka Principles developed by the Institute for Human Rights and Business, and broader international best practice.
72
DR. MARTENS PLC ANNUAL REPORT 2025
72
SUPPLIER MONITORING
We approve and monitor new and existing factories
through our stringent CSR monitoring programme,
which is based on:
+ Independent, third-party pre-production CSR audits
at new Tier 1 and selected Key Tier 2 supplier factories
+ CSR monitoring of existing Tier 1 and selected Tier 2
suppliers, including tanneries and PVC granulate
suppliers, through annual audits
Suppliers are monitored against the Workplace
Conditions Assessment (WCA) on-site audit protocol,
which assesses risks around:
+ Labour: Including child labour, forced labour,
discrimination, freedom of association, employment
contract and discipline, harassment and abuse
+ Environment: Including regulatory compliance
and certifications
+ Business practices: Including issues ranging
from integrity through to data protection and
competition law
+ Management systems: From social compliance
policies through to the auditing of suppliers,
subcontractors and labour providers
+ Wages and hours: Including working hours,
wages and benefits
+ Health & Safety: Including work facilities, emergency
preparedness, occupational injury, machine safety,
safety hazards, hazardous materials and dormitories
and canteens
Annual audits are conducted on a semi-announced
basis. Suppliers are given a window of 30 days during
which the audit could take place. The frequency of
follow-up audits is determined by each supplier’s audit
rating and they are conducted on an announced basis.
If any non-conformances are identified, we work with
the supplier to develop corrective action plans and then
check that these have been implemented in practice.
In the rare event that a supplier fails in this regard, we
may terminate the relationship. Some of the most
common non-conformances identified this year included
working hours and overtime and personal protective
equipment (PPE). This year we have collaborated
with suppliers on a number of occasions to remediate,
which has improved engagement and transparency
within our supply chain.
During FY25, 100% of our Tier 1 suppliers which were
audited against the WCA audit protocol scored 75% and
above, achieving our expected high standards (FY24:
100%). 100% of Key Tier 2 suppliers audited against the
WCA protocol also met our high standards, achieving
70% and above (FY24: 100%). The MIE factory also
achieved full compliance in the WCA audit.
THIRD-PARTY DUE DILIGENCE
All new suppliers are subject to a due diligence process,
including a Vendor Risk Assessment and compliance
screening, as well as a new sourcing country approval
process where required. This helps us to identify
supplier risks, including ethical concerns and regulatory
non-compliance. The stringency of the process depends
on factors such as location, activities and contract value.
In FY25, we continued to investigate how the application
of human rights criteria can be improved across the due
diligence process.
WHAT’S NEXT?
We will continue working with our suppliers to
enhance data gathering and verification. This will
help to support both our CSR monitoring programme
and our waste and environmental performance
management activities.
STRATEGIC REPORT
73
DR. MARTENS PLC ANNUAL REPORT 2025
FY25FY24FY23FY22
21%
19%
22%
23%
FY25FY24FY23FY22
44%
41%
36%
46%
FY25FY24FY23FY22
4%
3%
6%
3%
SUSTAINABILITY CONTINUED
Diversity, equity and inclusion
Why it matters
At Dr. Martens, we believe that diversity is our unlock to
create joy and cultivate unmatched experiences. We are
committed to embedding this mindset into every aspect
of our culture, leading with employees and extending
to the impact of our leadership, how we interact with
consumers, and our efforts to show up as a positive
force for good in society-at-large. Our current work is
focused on internal policies, practices and programmes
and will extend to other areas over the coming years.
Our commitments
While we use the following commitments as one way to
guide our progress, this is not the only way we measure
success. Our DE&I programmes are designed to create
equitable experiences for all employees and since setting
these commitments our strategy has progressed.
We plan to build upon our commitments over the next
fiscal year, so they are reflective of our high ambitions
across DE&I.
ETHNICITY
+ 30% underrepresented communities in senior
leadership roles by 2027 (GLT and direct reports)
GENDER
+ 50% women in senior leadership roles by 2027
(GLT and direct reports)
+ Increase non-binary colleagues to 4% globally
by 2027
In addition, we also aim to improve accessibility
to our stores, website and offices for consumers
and employees living with disabilities.
This year has seen significant change in our workforce which means we have not been able to progress against our
current ethnicity and gender commitments as hoped. We are focused on addressing this through our new strategy.
How we’re doing
Commitment
30% underrepresented communities
in senior leadership roles by 2027
(GLT and direct reports)
FY25
19%
Commitment
50% women in senior
leadership roles by 2027
(GLT and direct reports)
FY25
41%
Commitment
Increase non-binary
colleagues from 2%
to 4% globally by 2027
FY25
3%
Data from 31 March 2025.
74
DR. MARTENS PLC ANNUAL REPORT 2025
74
BUILDING OUR STRATEGY
As a business, we know that we have better outcomes
when our employees reflect the societies in which
we operate and we strive to ensure that all employees
experience the benefits of a diverse, equitable and
inclusive culture. Our efforts are led by our DE&I Team,
leadership and a passionate group of employee
champions – including Employee Resource Groups
(ERGs). The emerging strategy includes a focus on
talent, leadership development, the consumer
experience and social impact.
NEW APPROACH TO DE&I
At the end of FY25, we announced a new approach
to advance DE&I across our business.
This is based on three pillars:
+ Infrastructure and Narrative
+ Confidence and Capability
+ Employee Engagement
KEY ACTIVITIES IN FY25 INCLUDED:
+ The delivery of DE&I training to our HR leaders to
help them increase their capabilities and confidence
around understanding, addressing and leading
across DE&I topics
+ Launched one ERG and planned more for FY26, to
provide further structure around community building,
skills and leadership development, and innovation
+ Analysis of employee demographic data gathered
via our Engagement and Inclusion Survey, to generate
new insights around the employee experience for
different employee populations
What we’re doing...
WHAT’S NEXT?
The next fiscal year is oriented around embedding
our emerging strategy both internally and externally,
with a particular focus on building confidence and
capabilities as well as employee empowerment and
engagement. The programme will address the role that
every employee plays in creating a diverse, equitable
and inclusive culture that enables our people and
teams to thrive.
PROMOTING AWARENESS AND ALLYSHIP
At Dr. Martens, we encourage our people to talk about
the things that matter to them and matter to us as a
global business. We engage in internal and external
events to help build awareness among our people,
promote allyship and encourage reflection. We also
work with external organisations to advance our
thinking. Programming is curated for global and local
audiences and addresses a wide range of topics that
support our ability to effectively work across cultures
and geographies. Examples over the past year include:
+ Panel discussions, campaigns and talks from
external organisations
+ Internal events for International Women’s Day
exploring the experiences of women as creatives,
leaders and community champions
+ Fireside chat with leading and upcoming fashion
designers discussing their influences and
creative processes
+ Employee-led regional community give back moments,
for example, an initiative to write letters to elders in the
LGBTQIA+ community and send support packages
to trans people in the USA
+ Activities celebrating Hispanic Heritage Month,
including discussions with leaders, community
building around Loteria, a creative workshop and
an open-mic event led by a local poetry collective
+ A panel discussion involving five LGBTQIA+ members
of the EMEA retail team, focused on their experience
at Dr. Martens, the expression of their identity and
EMEA’s Pride retail window campaign
+ Fireside chat with emerging journalists and authors
STRATEGIC REPORT
75
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
Community
Why it matters
We want to play a positive role in society, both within our local communities and at a global level. This is about
acting courageously and showing we care. We also want our people to feel empowered to do the same. This
means giving a voice to the issues that need raising, supporting the communities who need it and providing
funding to the causes that matter to us.
What we’re doing...
DELIVERING CHANGE THROUGH
OUR OWN ACTIONS
We’re dedicated to making a meaningful impact in society.
We remain committed to supporting social justice by
championing the causes that matter to us. One way we
do this is by donating to the Dr. Martens Foundation (see
below). Both Dr. Martens and the Dr. Martens Foundation
facilitate employee volunteering and fundraising, through
the provision of two paid volunteering days for all full-time
employees. Alongside the Dr. Martens Foundation, we
also support employees to organise team fundraising
events and volunteering days.
During FY25, our people used their paid volunteering
time for a wide range of causes across our regions.
Examples included providing mentoring through a
UK-based charity supporting men in or at risk of going
to prison, and collecting and distributing provisions
for a charity providing essentials to people in need
based in Portland, USA.
Through the Global Champions Network, employees are
able to help shape the Dr. Martens Foundation. This includes
involvement in the organisations funded by the Dr. Martens
Foundation, nominating other charities to support and
participating in the grant application review process.
£824K
donated to 24 organisations by the Dr. Martens Foundation in FY25
THE DR. MARTENS FOUNDATION’S FOUR PILLARS OF SOCIAL JUSTICE
Protecting and respecting
everyone’s human rights so
that they can enjoy basic
rights and freedoms
Ensuring people are involved
with decisions that govern their
lives, particularly those that
are marginalised and excluded
in society
Impartiality, fairness and
justice for all people in society,
with a focus on eradicating
system inequalities
and embedded biases
People should have equal
access to resources including
education, healthcare and
employment opportunities
DELIVERING CHANGE THROUGH
THE DR. MARTENS FOUNDATION
The Dr. Martens Foundation is an independent
grant-making charity that we helped establish in 2021.
It champions social justice causes by addressing
the immediate needs of underserved communities
and underlying, longer-term drivers of injustice.
Guided by its four pillars of social justice, the Dr. Martens
Foundation has made grants through its Grassroots
programme and its Right to Be programme. It has also
made one-off grants to address emergencies.
In FY25, the Dr. Martens Foundation fulfilled its funding
commitments to existing partners and continued to:
+ Review and optimise its strategy, with the aim
of maximising its impact
+ Develop a new and enhanced Grant Management System
+ Diversify its funding sources, exploring the potential
of consumer donations and employee fundraising
To date, Dr. Martens has provided £1.6m in funding to the
Dr. Martens Foundation, including £800,000 in FY25.
HUMAN RIGHTS PARTICIPATION EQUITY ACCESS
76
DR. MARTENS PLC ANNUAL REPORT 2025
76
1. In FY24, the programme awarded more than £1m in grants to a total of 59 partners.
2. In FY24, five organisations received Right to Be grants worth a total of £580,000.
WHAT’S NEXT?
The Dr. Martens Foundation plans to launch its new strategy
in FY26 and align its grant making with the updated strategy.
At the same time, it will build out avenues for stakeholders to
contribute to its mission, including project visits, donation
opportunities and volunteering.
GRASSROOTS PROGRAMME
The Grassroots programme enables our employees
to nominate charities and grassroots organisations for
support from the Dr. Martens Foundation. In FY25, eight
organisations were awarded new funding. For the majority
of the year, new awards
1
were paused pending the
outcome of the Dr. Martens Foundation’s strategy review.
Nonetheless, the Dr. Martens Foundation honoured its
grant commitments to its four existing charity partners,
with ongoing payments. It also provided additional
grants of more than £9k combined, to support at-risk
service users (including asylum seekers) during the
2024 UK riots.
RIGHT TO BE PROGRAMME
The Right to Be programme is designed to challenge
the systems that perpetuate social inequities. It typically
does this through higher-value, multi-year grants
to charities that support issues such as female
empowerment, LGBTIQA+ rights and racial justice.
As with the Grassroots programme, new grants were
paused in FY25
2
, although payments under existing
multi-year grants continued to be honoured. These
ongoing payments amounted to a total of £600k.
Existing partners that continued to be supported
in FY25 include:
Partner
The Women’s
Foundation Outright International ReBit
National Black
Justice Coalition
European Network
Against Racism
Project timeframe Dec 2022 to Jan 2025 Dec 2022 to Jan
2026
Apr 2023 to May
2025
Dec 2022 to Jan 2026 Jan 2023 to Feb
2026
Location Hong Kong Global Japan USA Europe
Focus theme Women’s
empowerment
LGBTIQ rights LGBTQ+ rights LGBTQ+ rights &
racial justice
Racial justice
Impact examples Support for the
Women’s Foundation
Mentoring
Programme, Male
Allies and Gender
Equality and Inclusion
Working Group, its
STEM programme for
underprivileged girls
and improvements to
its IT infrastructure.
Funding for Outright’s
research, grant
making and advocacy
programmes and its
efforts to advance
LGBTIQ equality.
This includes a focus
on humanitarian
assistance,
livelihoods and
advocacy among
policymakers.
Support to help ReBit
provide training for
teachers and students
on the needs and
rights of the LGBTQ+
community. ReBit also
helps corporations
understand the needs
of the LGBTQ+
community.
Financing for the
Coalition’s action hub,
which helps Black
LGBTQ+ communities
and organisations
engage decision-
makers to advance
policy solutions.
Support for the
development
of a community
engagement and
movement-building
model for anti-racism
organisations.
STRATEGIC REPORT
77
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
SUSTAINABILITY GOVERNANCE
In FY25, sustainability topics discussed at Board
meetings focused on:
+ Existing and emerging ESG regulation
+ The use of Genix Nappa in selected product ranges
+ Our ReWair initiative in the USA
ESG horizon scanning reports are prepared and shared
with the Board as and when there are relevant updates
to share.
The Sustainability Committee assists the Board by
providing review and direction for the sustainability
strategy. The Sustainability Committee is chaired by
our Chief Executive Officer and includes our Chief
Operating Officer, Chief Brand Officer, Chief Product
Officer, General Counsel and Company Secretary
and other key functional heads.
In FY25, the Committee met on a bimonthly basis, with
relevant working groups feeding into these meetings.
Our working groups are focused on the following:
+ Operations Working Group: Ensuring high
standards across our operations and supplier base,
including the maintenance of strong CSR standards
and the minimisation of environmental impacts
+ Materials and Packaging Working Group:
Identifying and delivering sustainability improvements
across all of our products and packaging
+ Lifecycle Working Group: Reducing the impact of
our products throughout their lifecycle, from design
through to end-of-life
Our climate workstream is cross-functional and feeds
into each of these working groups and the TCFD
Steering Committee. It is aimed at reducing and
reporting our Scope 1, 2 and 3 GHG emissions.
In FY25, key areas of focus for the Committee included:
+ Progress around our recommerce business models in
the USA and UK
+ Alternative materials, including our use of reclaimed
leather and trialling bio-based alternatives to PVC
+ Leather traceability and addressing deforestation,
including related supply chain risk mapping
+ The gathering and verification of Tier 1 supplier
waste data
In addition, our TCFD Steering Committee is responsible
for our reporting against the requirements of the
framework and related underlying analysis of climate-
related risks and opportunities. It includes representatives
from our Finance, Sustainability, Legal and Risk Teams.
POLICIES
Our ESG policy requirements are reviewed regularly
by our Legal, Compliance and Sustainability
Teams. Policies are developed using international
standards and industry best practice. Our Internal
Audit Team provides periodic, targeted reviews
of our related policies and procedures to the Audit
and Risk Committee.
Key ESG policies include:
+ The DOCtrine, our business code of conduct,
which includes a focus on:
– Anti-Bribery, Corruption and Fraud
– Anti-Bullying, Discrimination and Harassment
– Competition Law/Anti-Trust
– Confidential Information
– Conflict of Interest
– Data Protection
– Health and Safety
– Human Rights and Ethical Trade
+ Animal Derived Materials Policy
+ Anti-Slavery and Human Trafficking Policy
+ Global Sanctions Compliance Policy
+ Made In England Environmental Policy
+ Speak Up Whistleblowing Policy
+ Global Health and Safety Policy
+ Third Party Due Diligence Policy
We are in the process of implementing a new Global
Human Rights Policy which was developed throughout
FY25 in partnership with an expert third party. It covers
Dr. Martens’ commitment to respecting human rights
(page 71). We are also in the process of implementing
a Fraud Policy which will include addressing risk
associated with greenwashing.
These are in addition to our supplier policies (page 72).
For further information visit drmartensplc.com
The Board has ultimate responsibility for overseeing sustainability-related
activities across the business, including our sustainability strategy. Sustainability
plays a key role in our brand offering, reflected in the fact it is sponsored by
our Chief Brand Officer and continues to be embedded across our organisation.
78
DR. MARTENS PLC ANNUAL REPORT 2025
78
SUSTAINABILITY COMMITTEE
SUSTAINABILITY WORKING GROUPS
OPERATIONS
MATERIALS &
PACKAGING
LIFECYCLE
CLIMATE
Climate-related risks and opportunities are raised in each
Sustainability Working Group
DR. MARTENS PLC BOARD
TCFD
STEERING COMMITTEE
RISK MANAGEMENT
We assess risks related to ESG issues annually, as part
of our overall enterprise risk management approach
(pages 36 to 41).
COMPLIANCE AND TRAINING
We use our global, online compliance training platform
to deliver policies and training materials (translated
into relevant languages) across all of our regions on
a consistent basis. All employees are offered training
on the following modules:
+ Acceptable Usage
+ Cybersecurity (including new Redflags desktop
training in FY25)
+ Data Protection and Privacy
+ Diversity, Equity & Inclusion
+ Forced Labour and Ethical Trade
+ Financial Crime (including Anti-Bribery and Corruption)
+ Speaking As One (speaking on behalf of the business)
+ Health and Safety
+ Sustainable Design
The platform provides targeted, supplementary training
and communications where needed.
STRATEGIC REPORT
79
DR. MARTENS PLC ANNUAL REPORT 2025
SUSTAINABILITY CONTINUED
SASB REFERENCE TABLE
The Sustainability Accounting Standards Board (SASB) Foundation is a not-for-profit, independent standards-setting organisation that
aims to establish and maintain industry-specific standards. This table identifies the standards deemed relevant to the Apparel, Accessories
& Footwear industry, as defined by SASB’s Sustainable Industry Classification System (SICS). It references the location in our Annual
Report that responds to each metric. There are some areas where information has not been captured, however we are working to improve
our data systems in order to collect and monitor all required data.
Metric Category Unit of Measure Code Response
Number of (1) Tier 1 suppliers and (2)
suppliers beyond Tier 1.
Quantitative Number CG-AA-000.A (1) We have 27 Tier 1 supplier factories (11 Footwear, 9 Accessories
and Shoe Care, 7 Outsole).
(2) For AW25 production we have 95 Tier 2 suppliers.
Our supplier numbers fluctuate season to season. More information
can be found on page 72.
MANAGEMENT OF CHEMICALS IN PRODUCTS
Discussion of processes to maintain
compliance with restricted substances
regulations.
Discussion
and analysis
N/A CG-AA-250a.1 See Chemicals and Water sections within Operations on page 59.
Discussion of processes to assess and
manage risks and/or hazards associated
with chemicals in products.
Discussion
and analysis
N/A CG-AA-250a.2 See Chemicals and Water sections within Operations on page 59.
ENVIRONMENTAL IMPACTS IN THE SUPPLY CHAIN
Percentage of (1) Tier 1 supplier facilities
and (2) supplier facilities beyond Tier 1
in compliance with wastewater discharge
permits and/or contractual agreement.
Quantitative Percentage (%) CG-AA-430a.1 (1) 100% of Tier 1 suppliers have signed our Environmental Standards
agreement, which includes our wastewater management and effluent
treatment requirements.
(2) 100% of our leather suppliers are LWG certified. Those that are certified
and conduct wet processing comply with the LWG protocol, which is aligned
to ZDHC and Dr. Martens wastewater requirements as outlined in our
Environmental Standard.
Percentage of (1) Tier 1 supplier facilities
and (2) supplier facilities beyond Tier 1 that
have completed the Sustainable Apparel
Coalition’s Higg Facility Environmental
Module (Higg FEM) assessment or an
equivalent environmental data assessment.
Quantitative Percentage (%) CG-AA-430a.2 (1) In FY25 our Tier 1 Made In England manufacturing site maintained its ISO
14001 certification. 48% of our Tier 1 suppliers have reported to us that they have
ISO 14001 certification or have completed the Higg FEM assessment, or both.
(2) 100% of the tanneries we source from are certified by the Leather Working
Group, which is the leading environmental certification for tanneries globally.
87% of our tanneries have an environmental certification such as ISO 14001
or have completed the Higg FEM assessment.
LABOUR CONDITIONS IN THE SUPPLY CHAIN
Percentage of (1) Tier 1 supplier facilities,
(2) supplier facilities beyond Tier 1 that
have been audited to a labour code of
conduct and (3) percentage of total
audits conducted by a third-party auditor.
Quantitative Percentage (%) CG-AA-430b.1 (1) 100% of our Tier 1 supplier factories have been audited to the Workplace
Conditions Assessment (WCA) on-site audit protocol by a third-party auditor
and surpassed our required CSR criteria.
(2) 100% of the tanneries we source leather from are LWG certified, for which
a recognised social audit is now a requirement. Across our Key Tier 2 supplier
base, 100% have been audited to a labour code of conduct (either WCA
assessment or other accepted social audit).
(3) 100% of our Tier 1 CSR audits were conducted by a third-party auditor.
Priority non-conformance rate and
associated corrective action rate for
suppliers’ labour code of conduct audits.
Quantitative Rate CG-AA-430b.2 Non-conformances found during audits are categorised by four levels
of severity: zero-tolerance, major, minor and moderate. Zero-tolerance
non-conformances are considered the highest severity of non-conformance.
During FY25, 0% of audit findings were classified as zero-tolerance violations.
For more information on our CSR monitoring programme see Responsibly
managing our supply chain (pages 72 and 73).
Description of the greatest (1) labour and
(2) environmental, health and safety risks
in the supply chain.
Discussion and
analysis
N/A CG-AA-430b.3 (1) For more information see Responsibly managing our supply chain
(pages 72 and 73) or our latest Modern Slavery Statement.
(2) Our priority climate-related risks can be found in our TCFD disclosure
on page 81.
RAW MATERIALS SOURCING
(1) List of priority raw materials; for each
priority raw material, (2) environmental and/
or social factor(s) most likely to threaten
sourcing, (3) discussion on business risks
and/or opportunities associated with
environmental and/or social factors, and
(4) management strategy for addressing
business risks and opportunities.
Discussion and
analysis
N/A CG-AA440a.3 (1) Leather, PVC.
(2, 3, 4) For more information see Materials and Packaging (pages 61 to 66),
TCFD Report (page 81) and Risk management (page 36).
(1) Amount of priority raw materials
purchased, by material, and (2) amount
of each priority raw material that is certified
to a third-party environmental and/or
social standard, by standard.
Quantitative Percentage (%)
by weight
G-AA440a.4 In SS25 and AW25 100% of our leather came from LWG certified tanneries.
80
DR. MARTENS PLC ANNUAL REPORT 2025
80
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES
Compliance Statement
We have set out below our climate-related financial disclosures as required by the Companies Act 2006. These are in line with the UK
Listing Rules (LR 9.8.6R). This also constitutes our response to the recommendations and recommended disclosures of the Task Force
on Climate-related Financial Disclosures (TCFD). We have considered the TCFD Annex and applied it where relevant.
TCFD Consistency Index
This index table signposts to where disclosures are included in the FY25 Annual Report and Accounts. Our disclosures are consistent
with the TCFD’s four recommendations and 10 of the 11 recommended disclosures. We believe our disclosure is partially consistent
with recommendation 2b. This year, we undertook additional financial modelling to assess the impact of our priority climate risks and
opportunities (CROs). However, we have made a deliberate decision not to quantify all of them as we believe it is essential that each
quantification is meaningful and grounded in business value before we publish a financial outcome.
TCFD INDEX TABLE
TCFD
PILLAR
RECOMMENDED
DISCLOSURE
CONSISTENCY
LEVEL
PAGE
REFERENCE COMPANIES ACT 2006 414CB
1. Governance
a. Describe the board’s oversight of
climate-related risks and opportunities
Page 82 a. A description of the company’s governance
arrangements in relation to assessing and
managing climate-related risks and opportunities
b. Describe management’s role in assessing
and managing climate-related risks and
opportunities
Pages 82
2. Strategy
a. Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium and long term
Pages 83 and 84 d. A description of:
i. the principal climate-related risks and
opportunities arising in connection with
the company’s operations, and
ii. the time periods by reference to which those
risks and opportunities are assessed
b. Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy and financial planning
Pages 84 to 87 e. A description of the actual and potential impacts of
the principal climate-related risks and opportunities
on the company’s business model and strategy
c. Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C
or lower scenario
Pages 88 and 89 f. An analysis of the resilience of the company’s
business model and strategy, taking into
consideration different climate-related scenarios
3. Risk
management
a. Describe the organisation’s processes for
identifying and assessing climate-related risks
Page 89 b. A description of how the company identifies,
assesses, and manages climate-related risks
and opportunities
b. Describe the organisation’s processes
for managing climate-related risks
Page 89
c. Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management
Pages 89 c. A description of how processes for identifying,
assessing, and managing climate-related risks
are integrated into the company’s overall risk
management process
4. Metrics
and targets
a. Disclose the metrics used by the organisation
to assess climate-related risks and
opportunities in line with its strategy
and risk management process
Page 90 h. A description of the key performance indicators
used to assess progress against targets used
to manage climate-related risks and realise climate-
related opportunities and of the calculations on
which those key performance indicators are based
b. Disclose scope 1, scope 2 and, if appropriate,
scope 3 greenhouse gas (GHG) emissions
and the related risks
Page 90
c. Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets
Page 90 g. A description of the targets used by the company to
manage climate-related risks and to realise climate-
related opportunities and of performance against
those targets
Key: Consistent Partially consistent
OUR TCFD DISCLOSURES
STRATEGIC REPORT
81
DR. MARTENS PLC ANNUAL REPORT 2025
OUR TCFD DISCLOSURES CONTINUED
Summary overview of progress in FY25
In our FY24 TCFD disclosure, we reported that we were
planning to conduct a double materiality assessment (DMA)
during FY25 and would evaluate our CROs as part of this
process. We did not proceed with the DMA this year because it
was determined that if we are required to report against CSRD,
it will not apply to us until a later date. Additionally, we were
awaiting the outcome of the EU Omnibus regulation package
before moving forward with the DMA. We instead actioned
the following:
GOVERNANCE
Provided detailed updates to the Board via the relevant Board
Committees on climate-related matters.
STRATEGY
Continued to engage with stakeholders in the business to
review the potential impact of our priority climate-related
risks and opportunities.
RISK MANAGEMENT
Developed our approach to conduct financial impact
modelling of three CROs to further understand the impact
to the business.
METRICS AND TARGETS
Since our Net-Zero science-based targets were validated by
the Science Based Targets initiative (SBTi) in FY24, we have
used a third-party emissions management tool to measure
our FY23 and FY24 carbon footprints. Executive bonuses
continue to include elements linked to the achievement
of specific climate and ESG-related targets.
1
Governance
1a. Board oversight
The Board holds overall responsibility for overseeing sustainability
and ESG matters across the business, including climate-related
risks and opportunities. Sustainability updates, including climate
risks and opportunities, are reviewed at Board meetings at least
annually, enabling the Board to provide guidance and feedback
on the sustainability strategy, priorities and targets, including our
Net-Zero commitment.
The Board is kept informed of relevant regulatory developments,
including those related to climate-related disclosures, through
‘horizon scanning’ reports which are shared as and when there
are relevant updates. This information supports the Board in its
decision-making processes, including those related to strategy,
risk management and business planning. Other sustainability
and climate-related topics were also raised during Board meetings
via CEO updates. In addition, sustainability and climate-related
briefings are provided at the Audit and Risk Committee. The chair
of the Audit and Risk Committee receives updates from the
Director of Sustainability on ESG matters through regular meetings.
Furthermore, climate-related targets were integrated into the
performance criteria for the Executive Bonus Scheme throughout
FY25 (see page 138).
1b. Management’s role
The Dr. Martens sustainability strategy, Planet, Product, People,
is supported by a robust governance framework (pages 78 and 79)
that outlines strategic oversight, responsibilities and the flow of
information between groups and to the Board.
Sustainability Committee: The CEO chairs the Sustainability
Committee, which holds overall management responsibility for
climate-related issues and provides regular reports to the Board.
Key areas of focus for the Committee in FY25 included leather
traceability and addressing deforestation, recommerce offerings
in the USA and UK, and alternative materials including reclaimed
leather and bio-based alternatives to PVC.
Sustainability Working Groups: The Operations, Materials and
Packaging, and Lifecycle Working Groups report to the Sustainability
Committee, providing updates on their progress against
commitments and key metrics. Climate-related matters fall within
the remit of each working group, and are addressed as relevant.
These working groups are led by management-level subject matter
experts from various areas of the business, with the Sustainability
Team offering guidance and technical expertise.
TCFD Steering Committee: The TCFD Steering Committee is
comprised of the Finance, Sustainability, Internal Audit & Risk, and
Supply Chain Teams, and works collaboratively to identify, monitor
and manage climate-related risks and opportunities. The TCFD
Steering Committee is chaired by the CFO, who has ultimate
accountability for climate-related reporting issues. It provides
updates to the Sustainability Committee, which is chaired by the
CEO. Key outputs for FY25 included integrating CROs into our
financial planning and reporting, governance and risk management
processes, and incorporating climate change risk into the business
principal risks.
Recommerce Steering Committee: Recommerce represents a key
climate-related opportunity for Dr. Martens, offering a way to extend
product life and reduce overall environmental impact. Following the
successful launch of ReWair in the USA, the Recommerce Steering
Committee remained active to support a smooth rollout before
transitioning into the Sustainability Committee to provide regular
updates and ensure ongoing oversight.
Sustainability Team: Dr. Martens has a team of internal experts
with the expertise to advise on sustainability matters. In FY25, the
Director of Sustainability reported directly to the Chief Brand Officer.
The Director of Sustainability remains responsible for coordinating
the Company’s approach to sustainability and climate-related
issues. The Director of Sustainability also collaborates with the
Internal Audit & Risk, and Finance Teams to incorporate climate-
related financial data into business processes where relevant. The
Sustainability and Climate Impact Manager oversees the day-to-day
management of climate-related risks and opportunities across the
business. This role includes attending all Sustainability Committee
and TCFD Steering Committee meetings to ensure climate risks and
opportunities are addressed, while providing specialised expertise.
Employee engagement: The sustainability section of the employee
induction has been refreshed this year, ensuring new hires
understand Dr. Martens commitment to sustainability from the start
of their employment. Additionally, the Director of Sustainability
hosted a teach-in session with the new leadership team to brief them
on the sustainability strategy and the emissions reduction targets,
ensuring leadership is aligned and well-informed on the Dr. Martens
sustainability goals.
82
DR. MARTENS PLC ANNUAL REPORT 2025
2
Strategy
2a. Climate-related risks and opportunities identified
As outlined in our previous disclosures, we have identified eight
key thematic categories of priority CROs through an assessment
conducted with the Carbon Trust in FY22. To evaluate our business
model and strategy, we utilise the Network for Greening the Financial
System (NGFS) climate scenarios. By analysing these three
scenarios, we gain insights into the potential risks and opportunities
that could impact our business, supply chain and the broader
economy, helping us anticipate and prepare for future outcomes.
The NGFS climate scenarios are as follows:
ORDERLY TRANSITION SCENARIO (1.5°C):
The Orderly Transition scenario envisions the early introduction of
climate policies that progressively become more stringent. In this
scenario, both physical and transition risks remain relatively low.
DISORDERLY TRANSITION SCENARIO (1.5°C-2°C):
The Disorderly Transition scenario examines higher transition
risks arising from delayed or inconsistent climate policies across
different countries and sectors. It assumes that new policies will not
be implemented until 2030, requiring strong measures to limit global
warming to below 2°C. Physical risks are still relatively subdued, as
warming is constrained to below 2°C.
HOT HOUSE WORLD (4°C+):
The Hot House World scenario assumes that global climate
efforts fall short, resulting in significant global warming. With no new
climate policies introduced or enforced, transition risks remain low,
but critical temperature thresholds are surpassed, leading to severe
physical risks.
We continue to use the time horizons used in previous disclosures.
They are:
+ Short-term: Less than 5 years
+ Medium-term: 5-10 years
+ Long-term: 10+ years
Our eight thematic categories of priority CROs are as follows:
+ Two physical risks that could affect the business in a Hot House
World scenario (4°C+ emissions scenario) include exposure
to shifts in local climates and an escalation in the frequency
and intensity of extreme weather events impacting the business
and its value chain
+ Four transitional risks that could affect the business in an
Orderly Transition scenario (1.5°C) or a Disorderly Transition
scenario (1.5°C-2°C) involve the challenges of navigating a swift
transition to achieve Net-Zero by 2050. Assumptions include
evolving government policies, increased market pressures from
competitors and the technology gap between current capabilities
and the innovations required to meet Net-Zero targets by 2050
+ Two transitional opportunities that could impact the business
across all three temperature scenarios
During FY25, the TCFD Steering Committee undertook further work
to quantify more of the CROs to better understand their potential
financial impact under different climate scenarios in order to assess
Dr. Martens’ climate resilience.
Using the priority CROs identified in previous years, we assessed
an additional two climate-related risks and one opportunity. We
applied the NGFS climate scenarios to the following priority CROs:
heatwaves in Thailand, Laos and Vietnam, production standards and
alternative materials. We also reassessed the CROs analysed last
year and incorporated new information where available to our analysis
on flooding risk in Ho Chi Minh City, carbon tax, and repair and resale.
We have outlined an estimated financial impact range for these
CROs, consistent with our risk management process. The impact
categories reflect a potential decrease in operating profit for risks
and a potential increase in operating profit for opportunities,
factoring in the mitigation measures implemented by Dr. Martens.
The case studies are available on pages 88 and 89.The risks and
opportunities in our TCFD disclosure only reflect our climate-related
risks and opportunities. For an overview of all of Dr. Martens
principal risks, please refer to page 38 to 41.
In the table on the next page, we outline our priority CROs along
with their perceived sensitivity to each of the listed scenarios.
STRATEGIC REPORT
83
DR. MARTENS PLC ANNUAL REPORT 2025
OUR TCFD DISCLOSURES CONTINUED
HOW TO READ THE TABLE:
In the case of riverine flooding, it is anticipated that the impact could materialise in the short to medium term. In an Orderly Transition
scenario, where consistent policies and early mitigation efforts have effectively limited the worst effects of climate change, the impact is
relatively low. However, under a Disorderly Transition scenario, where delays in implementing necessary policies and fragmented mitigation
efforts have hindered progress, the likelihood and impact of riverine flooding are higher. In a Hot House World scenario, where inadequate
measures have been taken to address climate change, the risks and likelihood of riverine flooding are the most severe and most probable.
Time horizon Likelihood: Scenario sensitivity
Climate-related risks Category Short Medium Long Orderly Disorderly
Hot
House
PHYSICAL
RISKS
PR1. Riverine flooding Acute
PR2. Changes in
temperature
Chronic
TRANSITION
RISKS
TR1. Carbon taxation Policy
TR2. Production
standards
Policy
TR3. Increased prices of
input materials,
processes and
services
Market
TR4. Land-use &
agricultural
practices
Market
Climate-related opportunities
TRANSITION
OPPORTUNITIES
TO1. Repair and resale Market
TO2. Alternative
materials
Market
Anticipated onset of risk or opportunity Estimated full impact of risk and opportunity
High likelihood
Low likelihood
2b. Impact of climate-related risks and opportunities
Acknowledging the impact of climate change over the short, medium and long term, we evaluate both the actual and potential financial
effects on our business model, strategy and financial planning. Where feasible, we aim to mitigate cost pressures by improving procurement
and sourcing efficiencies. Since our budgets and strategic financial plans are based on assumptions of going concern and viability, we
have assessed the potential business and financial impacts of our priority CROs, aligning this assessment with the Company’s internal risk
management process, as outlined in section 3a. This approach is consistent with the methodology established in the FY24 disclosure. In
our FY23 TCFD disclosure, we provided an indicative gross impact for each CRO, offering a general estimate without specifying a financial
range. In our FY24 disclosure, we enhanced our approach by specifying financial ranges and quantifying the estimated financial impact for
three of our priority CROs. For this year’s disclosure, we extended our efforts to quantify the impact of two additional CROs: heatwaves and
production standards. The impact categories reflect a potential decrease in operating profit for risks and a potential increase in operating
profit for opportunities, considering the mitigation measures in place.
84
DR. MARTENS PLC ANNUAL REPORT 2025
In the table below, where the estimated financial impact category states ‘unquantified’, the TCFD Steering Committee decided that there
was not enough data to support a meaningful quantification. More detail can be found in the case study for TO2: Alternative materials in
section 2c of this disclosure.
ESTIMATED FINANCIAL IMPACT CATEGORY
Over £10m: Severe Between £5m-£10m: Serious Between £1m-£5m: Moderate Less than £1m: Low
Risk
Estimated
financial impact
category Risk description
How we manage and
mitigate the risk
Metrics and
targets
Physical Risk 1.
Acute – riverine
flooding
Timeframe:
S M L
The growing severity and frequency of
extreme weather events could disrupt
our value chain and negatively affect the
production capacity of our third-party
suppliers, potentially leading to significant
impacts on our business. To gain deeper
insight into the potential effects, we
modelled a severe weather event – riverine
flooding in Ho Chi Minh City, Vietnam
– under a Hot House World scenario (4°C).
This region was selected for further
analysis due to the region’s high-risk score
on the World Resources Institute (WRI)
Aqueduct tool and the location’s
importance to our sourcing strategy.
We mitigate the impact of flooding on our value
chain by diversifying our sourcing countries and
Tier 1 suppliers, counter-sourcing high-volume
new products, and distributing new product
developments across multiple factories. We will
continue to engage with the view to minimise
business disruptions to both Dr. Martens and
our suppliers.
To monitor the risk of
riverine flooding, we
engage with suppliers
through a standardised
information request,
which monitors individual
suppliers’ current
mitigation measures
Status: ongoing
Physical Risk 2.
Chronic changes
in temperature
Timeframe:
S M L
Short term:
Medium and long
term: unquantified
Chronic temperature changes, such as
heatwaves and droughts, were identified
as a key climate risk in our FY22 climate
assessment. The focus was on raw
material sourcing in the long term,
particularly leather, due to its widespread
use in Dr. Martens products and its
connection to cattle farming. As we
assessed the financial impact this year,
we started looking at both the short-term
and long-term risks of chronic temperature
changes. Long-term temperature changes
could reduce the availability of raw
materials; however, we decided not to
quantify this risk this year due to chronic
temperature changes being harder to
predict with precision and involving more
gradual shifts over a long period, making
it challenging to estimate their immediate
financial impact. Instead, we identified
another acute risk of heatwave events
in the short term that are more tangible
and have a clearer, more direct impact
on operations that might affect our Tier 1
suppliers, particularly related to working
conditions, which could lead to lower
production capacity.
The short-term impact of heatwaves in our
value chain is mitigated in the same approach to
flooding; through the diversification of sourcing
countries and Tier 1 suppliers, counter sourcing
of high volume new products, and spreading
new product developments across factories.
We have also engaged with our Tier 1 suppliers
to ensure they are prepared and equipped to
adapt to heatwave events by amending
production schedules if needed.
To better understand our exposure to the
risk of chronic temperature changes in our
sourcing regions, we need a clearer insight
into where this risk could most significantly
affect our operations. To achieve that, we have
been working to map the traceability of key raw
materials such as leather. We are making strong
progress on leather traceability, with 97% of our
upper leather traceable back to the abattoir for
AW24 and SS25. Our long-term goal is to
achieve traceability back to the farm, which will
help us assess the impact of physical climate
risks on our value chain. For more information
on our leather traceability commitments and
progress, see page 62 of our Sustainability
Report. Additionally, diversifying our materials,
as outlined in TO2, presents an opportunity
to mitigate this risk. By reducing our reliance
on conventional leather from high-risk areas,
we can lower the potential impact of this risk.
Target: 100% leather
traceability for all
countries by 2024
Status: 97% for AW24
and SS25
For more details,
see page 62
Status: ongoing
STRATEGIC REPORT
85
DR. MARTENS PLC ANNUAL REPORT 2025
OUR TCFD DISCLOSURES CONTINUED
Risk
Estimated
financial impact
category Risk description
How we manage and
mitigate the risk
Metrics and
targets
Transition Risk 1.
Carbon taxation
Timeframe:
S M L
The introduction of carbon taxes and/or
carbon trading markets could lead to
increased input costs across the value
chain. To better understand the potential
range of impacts, we modelled two extreme
emissions pathways for Dr. Martens:
01. Achieving Net-Zero by 2040, resulting
in low emissions
02. Continuing Business-As-Usual (BAU)
with no interventions, resulting in
high emissions
These pathways were assessed against
the Orderly Transition scenario, where
a steep and consistent increase in the
tax price of a unit of carbon is needed
to encourage industry decarbonisation,
and the Hot House World scenario, where
no new legislation or commitments are
implemented and the tax price of a unit
of carbon remains close to what it is in
present day.
There is a direct correlation between emission
levels and exposure to the risk of carbon
taxation – higher emissions result in greater
exposure to carbon taxes. Therefore, the most
effective way to mitigate this risk is to reduce
our emissions in line with our SBTs, which
were validated by the SBTi in October 2023.
Additionally, page 53 of the Sustainability Report
provides more information on the strategies we
are implementing to decarbonise Dr. Martens.
Target: Dr. Martens
commits to Net-Zero GHG
emissions across the
value chain by FY40 For
our full near and long-term
SBTs, see page 53
Status: ongoing
Transition Risk 2.
Production
standards
Timeframe:
S M L
Policymakers could impose stricter
decarbonisation standards on key
supplier markets such as leather, PVC
and packaging. The cost of meeting
these standards, which could include the
EU Deforestation Regulations (EUDR)
and Extended Producer Responsibility
(EPR) amongst other policies, could be
passed down the value chain and onto
Dr. Martens. See the corresponding case
study in section 2c for further detail.
Suppliers who hold environmental certification or
have an environmental management system in
place are already taking proactive measures to
manage their carbon impact through energy, waste
and water management. This helps mitigate the
risk of new decarbonisation standards disrupting
their production processes. To address the EUDR,
we have a Zero Deforestation Implementation
Plan, with next steps being to track deforestation
risks to the farm level. We reduce our exposure to
EPR by optimising and minimising our packaging
wherever possible, and through the removal of
non-recyclable and difficult-to-recycle materials
(page 66).
See the corresponding case study in section 2c
for further detail.
Additionally, by exploring and using alternative
materials that are less carbon-intensive than
our current ones, we reduce our vulnerability
to the potential negative impact of imposed
decarbonisation standards (see TO2). These
alternatives may include bio-based substitutes
for PVC and lower-impact leather.
Target: 100% upper
leather from LWG by
2023 (to be maintained
going forward)
Status: ongoing, 100%
(for the AW25 season).
See page 63
Target: Sustainable
vegan upper material
by 2028 and sustainable
alternative to outsoles
by 2035
Status: ongoing,
materials in development.
See page 64
Target: Environmental
certification standard to
Tier 1 suppliers by 2025
Status: 48% of our
Tier 1 factories
Target: 100% packaging
from recycled or other
sustainably sourced
materials by 2028
Status: ongoing, see
page 66
Transition Risk 3.
Increased prices of
input materials,
processes and
services
Timeframe:
S M L
Unquantified The decarbonisation of materials and
services could require higher levels of
investment within the supply chain and
owned and operated sites which could
be passed downstream to or be absorbed
by Dr. Martens. This could materialise as
a price increase for inputs for virgin PVC
and fossil fuel generated electricity from
the grid.
We are actively testing and trialling alternative
materials, including a bio-based PVC outsole
that meets our durability and quality standards,
as we work towards our goal of developing a
sustainable alternative outsole by 2035. For
more details on our exploration of bio-based
alternatives and progress, see page 64 of our
Sustainability Report.
During FY25, 47.4% of the electricity used at
our owned and operated sites globally came
from renewable sources, with EMEA achieving
92.8% and the UK 95.5%, helping to mitigate
the impact of rising grid prices. Additionally, we
have identified solutions to enable us to source
renewable electricity for our owned and operated
sites globally and aim to implement this by the
end of the 2025 calendar year.
Target: Sustainable
alternative to outsoles
by 2035
Status: ongoing, with
materials in development,
see page 64
Target: 100% renewable
electricity across all
owned and operated
sites by the end of 2025
Status: ongoing
Global = 47.4% of total
86
DR. MARTENS PLC ANNUAL REPORT 2025
Risk
Estimated
financial impact
category Risk description
How we manage and
mitigate the risk
Metrics and
targets
Transition Risk 4.
Land-use &
agricultural
practices
Timeframe:
S M L
Unquantified Procurement costs could increase
as a result of global emission reduction
efforts, due to less intensive practices
and higher demand for lower impact
materials. This would also negatively
impact the risk area TR3 due to the
potential cost uplift. The impact on
Dr. Martens is challenging to model given
the relatively far-removed upstream
position and the systemic nature of these
risks. It is assumed that prices of raw
hides will increase proportionately with
the decreased availability of land. It is
not assumed that Dr. Martens suppliers
could procure hides from other locations
that would be less affected resulting in
a lower price difference.
We are looking to diversify our material
procurement into alternative materials
as part of our Net-Zero ambition, which
we see as a key mitigation measure for
this risk. See the ‘Alternative materials’
opportunity below (TO2) and page 64
of our Sustainability Report for more details
on how we are exploring leather alternatives.
Target: 100% of
footwear made from
sustainable materials
by 2040
Status: ongoing,
see page 61 to 65
Opportunity
Estimated
financial impact
category Opportunity description
How we manage and leverage the
opportunity
Metrics and
targets
Transition
Opportunity 1.
Repair and resale
Timeframe:
S M L
Repair and resale presents a significant
opportunity for Dr. Martens through the
generation of revenue and profit based
on the projected rates of growth for this
new market. These markets are projected
to have high levels of growth in all three
temperature scenarios (Orderly
Transition, Disorderly Transition and
Hot House World) over the medium to
long term. Recommerce also supports
progress towards our targets to offer
our consumers options to maximise the
useable life of their products by 2025,
for all products to have a sustainable
end-of-life option by 2040, and reaching
Net-Zero by 2040.
Building a profitable repair and resale business
model is a strategic project of our strategy.
We successfully launched Dr. Martens first repair
business model in the UK during FY23, and
since then we have repaired over 5,780 pairs of
Dr. Martens boots and shoes for our consumers.
In FY25, we continued to expand our branded
resale channels including ReSouled in the UK
and ReWair in the USA. See page 68 of our
Sustainability Report for further details.
Target: 100% of
products sold have a
sustainable end-of-life
option by 2040
Status: ongoing,
transitioned the
Recommerce Steering
Committee to BAU,
see section 1b
Transition
Opportunity 2.
Alternative
materials
Timeframe:
S M L
Unquantified The alternative leather market presents
a significant opportunity for Dr. Martens
through the generation of revenue and
profit based on the projected rapid growth
of the market. Lower impact leather from
regenerative sources and alternative
materials such as reclaimed leather could
also have the added benefit of reducing
the emissions intensity per product.
Identifying and using alternative materials
could also reduce exposure to the
Land-use & agricultural practices risk
(TR4) listed above. It is assumed that
Dr. Martens will be able to capture a
market share similar to the one held
in regular footwear, in equal proportion
across the EMEA and USA. See the
corresponding case study in section
2c for further detail.
Dr. Martens is committed to working with
suppliers to trial alternative and lower impact
materials. In March 2024 we launched products
made from Genix Nappa, a material derived from
reclaimed leather offcuts destined for landfill.
We have now launched seven product styles
made from Genix Nappa, and we plan to build on
this with the launch of several new options from
AW25. We are working closely with the supplier
to identify additional product applications, further
enhance the sustainability performance of the
material and explore the creation of new
materials. In FY25, we continued to test and
assess a range of bio-based vegan upper
materials, with a particular focus on maintaining
our durability promise. We now have several
vegan alternatives in development, pending final
testing and wearer trials. We are also beginning
to develop a regenerative agriculture strategy to
explore how regenerative leather could play a part
in sourcing more sustainable leather. See page
61 of our Sustainability Report for further details.
Target: Sustainable
vegan upper material
by 2028
Status: ongoing,
materials in development.
See page 64
Target: 100% of
footwear made from
sustainable materials
by 2040
Status: ongoing, see
pages 61 to 65 for more
details on our progress
STRATEGIC REPORT
87
DR. MARTENS PLC ANNUAL REPORT 2025
OUR TCFD DISCLOSURES CONTINUED
2c. Resilience of the business strategy
The Orderly Transition, Disorderly Transition and Hot House World
scenarios were applied across our selected priority CROs. The aim
was to understand how the different scenarios impacted the risk or
opportunity to better understand our business’s climate resilience.
The CROs which were selected for case studies last year (PR1, TR1,
TO1) were refreshed using updated data, and three additional CROs
were chosen to be quantified this year (PR2, TR2, TO2). In the case
of the quantified risks (PR1, PR2, TR1, TR2), no material impact
on the business model or strategy was found. The climate-related
opportunities (TO1, TO2) form key parts of the sustainability
strategy, Planet, Product, People, and will be pursued regardless
of financial impact due to additional value from increased business
resilience, emissions reductions and providing sustainable end of
life options for products. The findings are presented in the following
case studies:
PHYSICAL RISK: CHANGES IN TEMPERATURE (PR2)
(SPOTLIGHT ON HEATWAVES IN THAILAND, LAOS
AND NORTH VIETNAM)
Heatwaves were originally categorised as a chronic physical risk
in our previous disclosure. However, following a review of the
Carbon Trust’s 2022 report, the TCFD Steering Committee chose
to also assess them as an acute physical risk. The report identified
heatwaves as a potentially significant short-term risk, just behind
flooding, which led us to evaluate their immediate effects in addition
to their long-term impacts.
Heatwaves have an ongoing, widespread nature, in contrast to
events like flooding, which was investigated for our FY24 disclosure,
and typically have distinct start, end and recovery periods.
Unlike localised disruptions, heatwaves can affect large areas
over extended periods of time. For this case study, we focused
on a cluster of our suppliers in Thailand, Laos and North Vietnam,
as these regions are identified as high-risk areas on the World Bank
Climate Change Portal (WBCCP) country risk profiles, making
them key geographies to investigate.
Defining a standard heatwave is challenging because different
climates experience heatwaves in varying ways, even within the
same country. We adopted the WBCCP’s definition: “a period
of three or more days where the daily temperature exceeds the
long-term 95th percentile of daily mean temperature”, ensuring
a consistent and relevant measure across diverse regions.
Our Global Supply Chain (GSC) Team engaged with our Tier 1
suppliers to understand any existing mitigation measure they
might already have in place, and to better understand the effect
that higher temperatures may have on their capacity output.
Key findings from the supplier surveys showed that factory
perceptions of risky temperatures differ substantially, and there was
a direct correlation between supplier preparedness and how well
informed and proactive the local government from that country was.
Common risk mitigation practices focused mainly on worker safety
and working conditions, instead of property or equipment damage.
The information from supplier discussions was then translated into
a number which represented capacity loss. This was modelled under
the assumption of a Hot House World scenario, and then modelled
as a key component of the ‘Severe but plausible’ scenario for the
going concern model. This produced a potential financial impact for
the risk of a heatwave event in the geographical cluster identified.
We have existing mitigation measures in place to avoid supply chain
disruption which could be applied in the event of a prolonged heatwave
event if necessary. These include a diverse range of sourcing countries
and the ability to counter-source high volume products.
We will continue to engage with the view to minimise business
disruptions to both Dr. Martens and to our suppliers.
TRANSITION RISK: PRODUCTION STANDARDS (TR2)
Policymakers could impose stricter decarbonisation standards on
key supplier markets such as leather, PVC and packaging. The cost
of meeting these standards, which could include the EUDR and
Extended Producer Responsibility (EPR) amongst other policies,
could be passed down the value chain and onto Dr. Martens.
The TCFD Steering Committee sought to explore the potential
impact that production standards could have since evolving
environmental regulations and sustainability expectations are
increasingly influencing industry practices. Stricter production
standards, driven by government policies, consumer demand or
industry initiatives, could significantly affect operational costs,
supply chain dynamics and product development. Understanding
the potential risks ensures that Dr. Martens can proactively adapt
its processes, reduce exposure to non-compliance or reputational
damage, and seize opportunities for innovation and efficiency.
We assessed the potential impact of production standards on
Dr. Martens by modelling the effects under both the Orderly and
Disorderly Transition scenarios, assuming that existing policies,
such as EUDR, tighten and those costs associated with
sustainability-related fees, such as EPR, increase.
Traceability is essential to ensure that our products are not linked
to deforestation or other negative environmental, social or animal
welfare impacts. We determined that 97% of our leather is traceable
back to the abattoir for the AW24 and SS25 seasons, which was
verified through a third-party data collection and risk mapping
process. This involved close collaboration with our tannery partners
to map the abattoirs within our leather supply chain. Additionally,
we were able to trace a small portion of our leather back to the farm
level, providing us with deeper insights into our leather purchases
and better visibility of the specific abattoirs supplying leather to
our tanneries. We will continue to work closely with our tanneries
to monitor progress and develop solutions to trace and verify the
remaining abattoirs. See page 62 for further detail.
EPR policies aim to make producers financially and operationally
responsible for the entire lifecycle of their products by encouraging
them to reduce the amount of packaging used, amongst other
things. Dr. Martens is focused on optimising and reducing our
packaging where possible, and we now use Forest Stewardship
Certified (FSC) recycled boxes across our standard shoe boxes,
swing tags and the majority of our large cardboard shipping boxes.
We also removed plastic foam inserts from 81% of our SS25 and
61% of our AW25 footwear ranges by volume. We continue to
investigate a sustainable alternative for products that do require
protection. See page 66 for further detail.
Suppliers having environmental management systems (EMS)
in place can also significantly contribute to mitigating the risk
by ensuring that suppliers are aligned with current and future
environmental regulations. These systems help suppliers reduce
their carbon footprint, manage resources more efficiently and
comply with evolving production standards related to emissions,
waste and energy use. By implementing an EMS, suppliers stay
88
DR. MARTENS PLC ANNUAL REPORT 2025
ahead of regulatory changes and avoid potential penalties or
disruptions that could arise from non-compliance with stricter
climate-related production standards. 48% of our Tier 1 suppliers
have reported to us that they have ISO 14001 (the internationally
recognised standard for environmental management systems)
or Higg FEM (a tool developed by the Higg Index to assess and
quantify the environmental impact of product manufacturing
facilities), or both, already in place. This provides us with a good
foundation on the level of understanding on environmental issues
across our Tier 1 suppliers and will help in our engagement with
them moving forwards.
The underlying risks in the production standards risk areas are
reliant on industry-wide transformations which would require
significant investment and technological change, which explains
the medium-term timeframe by which the risks are expected to
occur, and their low potential financial impact.
TRANSITION OPPORTUNITY: ALTERNATIVE
MATERIALS (TO2)
This opportunity lies in the growing market for alternative materials,
such as bio-based PVC and lower-carbon uppers, which are being
developed to meet evolving consumer preferences, tightening
regulations and increasing sustainability expectations. By exploring
these innovations, Dr. Martens is better positioned to adapt to
industry shifts while also easing potential cost pressures linked to
traditional materials that may become more expensive in the future.
As part of this effort, we are currently testing a bio-based PVC
to ensure it meets both our aesthetic and performance standards,
including our DRP (durable, recycled/renewable/regenerative,
produced responsibly) sustainable materials criteria. We have also
initiated the development of a regenerative agriculture strategy, in
collaboration with an expert external organisation, to explore ways
to lower the environmental footprint of conventional leather, an
upper material that remains integral to our product lineup. At the
same time, we’re actively exploring how lower-carbon alternatives
can support our progress toward our long-term Net-Zero targets
and sustainable materials commitments.
One example is Genix Nappa, a reclaimed leather material created
by recycling leather offcuts into a lightweight, soft material that
meets our durability standards. We’ve already launched seven
product styles using reclaimed leather and are planning to expand
this offering with additional launches from AW25 onwards.
3
Risk management
3a. Processes for identifying and assessing
climate-related risks
IDENTIFICATION
We integrate climate-related risks into our Group risk management
framework, which is further detailed on page 36. Recognising the
distinct nature of climate risks, particularly their long-term timeframe
and associated uncertainty, we worked with external experts in 2022
to conduct a thorough identification and assessment of climate risks
and opportunities (CROs), which we have continued to review to
ensure these remain relevant.
ASSESSMENT
To prioritise the initial list of identified CROs, we evaluated them
based on:
+ The potential financial or strategic impact on the business
+ The likelihood and sensitivity to each scenario
+ The rate of change expected (velocity of change)
We applied the three climate scenarios (Orderly Transition,
Disorderly Transition, Hot House World) outlined in section 2c.
CROs that surpassed an internally agreed threshold were flagged
as significant, prioritised for further analysis and added to our
climate risk register (as detailed in 2a).
Further scenario analysis, as summarised in section 2c, will be
conducted annually on selected CROs. The choice of which CROs
to analyse further will be influenced by updates in external factors
such as policy and regulatory changes, as well as internal business
changes like new materials or product lines.
To evaluate the impact of climate-related risks on the business,
we align with the Company’s internal risk management procedures.
The materiality of these risks is outlined in the key above the table
in section 2b.
For risks where a financial materiality assessment has not yet been
conducted, they are categorised as ‘unquantified’. In these cases,
the indicative gross impact from the FY23 disclosure remains
temporarily applicable. However, this impact does not fully align with
the updated impact categories, so further modelling will be needed
to match the new methodology. The business implications of these
risks are discussed in the Strategy section on pages 83 to 89.
3b. Processes for managing climate-related risks
We manage climate-related risks using the same approach as other
business risks (for more details on our overall risk management
strategy, please refer to the risk management section on page 36).
A summary of the management controls and mitigation strategies
we have implemented to address the potentially significant climate-
related risks is provided in the table in section 2b.
3c. Integration into overall risk management
Climate change is integrated into Dr. Martens broader risk management
framework, and is subject to the same governance, annual review
process and management attention as other risks recorded on
our Group Risk Register. For FY25, the principal risk ‘Social and
environmental’ has been amended to ‘Social, environmental and
climate’. Climate risk had been previously disclosed as an emerging
risk within the wider social and environmental risk. We recognise that
climate change considerations will continue to drive many elements
of our sustainability programme, and so we are now referencing this
directly in our principal risk title. This change is outlined in the Risk
section on page 36.
We also recognise that climate impacts our other principal risks,
particularly supply chain, brand and product, legal and compliance,
and therefore climate is considered in the way we assess and
mitigate those risks. Pages 38 to 41 include further detail on our
principal risks.
In order to further integrate climate within our approach to risk
management and decision-making, climate risk is considered when
assessing new supplier locations and partners. It is considered
within our new country risk assessment process and, if relevant, it is
also considered in the risk assessment and due diligence process
for selecting new supplier factory locations. Findings are reviewed
by the Operating Committee.
STRATEGIC REPORT
89
DR. MARTENS PLC ANNUAL REPORT 2025
OUR TCFD DISCLOSURES CONTINUED
4
Metrics and targets
We have several metrics and targets in place to monitor our priority
climate-related risks and opportunities. These are outlined in the
case studies on pages 88 and 89.
4a. Metrics used to assess climate-related risks
and opportunities
Progress against our Net-Zero target will be the main metric we use
to assess our management of climate-related risks and opportunities.
We have set absolute reduction targets based on an FY20 baseline,
aligned with limiting global warming to 1.5˚C (Scope 3 near-term
targets are aligned to well below 2˚C).
Dr. Martens commits to reach Net-Zero greenhouse gas (GHG)
emissions across the value chain by FY40.
Other metrics currently used to monitor our climate-related
performance include:
+ Source renewable electricity across all owned and operated sites
by 2025 (FY25: 47.4%)
+ Environmental certification standard to all Tier 1 suppliers by 2025
(FY25: 48%)
We continue to work towards our other sustainability commitments
which support our Net-Zero targets. Approximately 99% of our
footprint comes from Scope 3 emissions, the majority of which
come from our use of materials including leather, PVC and
packaging. We have set targets to support sourcing of lower
impact materials including:
+ 100% of footwear made from sustainable materials by 2040
+ 100% of natural materials in products from regenerative
agriculture by 2040
+ 100% of packaging from recycled or other sustainably sourced
material by 2028
4b. Scope 1, 2 and 3 emissions and related risks
The table below contains the results of our FY24 carbon footprint.
Our FY24 and FY25 limited Scope 1, 2 and 3 GHG emissions can
be found in our SECR disclosure on page 56.
For our FY24 footprint, we continued to calculate our emissions using
a third-party emissions management tool, in line with the Greenhouse
Gas (GHG) Protocol, which covered the FY24 period (April 2023
to March 2024). Our FY24 footprint captures the most recent and
accurate data we have available for our Scope 3 emissions. Our FY25
Scope 1 and 2 emissions can be found in our Streamlined Energy
and Carbon Reporting (SECR) disclosure (page 56).
Scope
FY24 GHG
emissions
FY24 % of value
chain emissions
Scope 1 902 0.5%
Scope 2 – location-based
1
2,856 –
Scope 2 – market-based 1,963 1.1%
Scope 3 emissions
2
179,030 98.4%
1. Scope 2 (location-based) not included in the total or calculation.
2. All material Scope 3 emissions are included. The following GHG Protocol Scope 3
emissions categories are excluded because they are covered in another category
or because they are not relevant to our business: (8) Upstream leased assets, (10)
Processing of sold products and (13) Downstream leased assets.
Scope 3 emissions category
FY20 GHG
emissions
FY24 GHG
emissions
FY24 % of
Scope 3
emissions
Purchased goods
and services 181,941 134,422 75.08%
Capital goods 15,747 6,546 3.66%
Fuel and energy-related
activities 378 928 0.52%
Upstream transportation
and distribution 22,434 14,213 7.94%
Waste generated
in operations
1
1,056 269 0.15%
Business travel 4,324 3,412 1.90%
Employee commuting 3,216 3,539 1.98%
Downstream
transportation and
distribution 3,501 3,829 2.14%
Use of sold products
(indirect) 13 908 0.51%
End-of-life treatment
of sold products 7,649 10,169 5.68%
Franchises 96 146 0.08%
Investments – 649 0.36%
1. In line with the GHG Protocol, in our FY24 footprint we recategorised emissions
associated with Tier 1 waste under the GHG Protocol Category purchased goods
and services. Previously, these emissions were accounted for in the waste
generated in operations.
We use activity data to measure all our product emissions, and where
available we used lifecycle assessments (LCAs) for our leather. This
year, tannery-specific leather LCAs were used for 53% of the leather
we purchased (compared to 49% for the FY23 footprint calculation),
rather than using the generic emissions factor for leather.
4c. Climate-related targets and performance
Targets relating to our climate-related risks and opportunities can be
found on pages 85 to 87 and all other progress against sustainability
commitments can be found throughout our Sustainability Report.
5
What’s next?
Our next steps involve refreshing and aligning our sustainability
strategy with the new business strategy to ensure both are integrated
and mutually supportive. We will also begin preparing for International
Sustainability Standards Board (ISSB) readiness, ensuring that
our reporting processes align with the latest global sustainability
disclosure standards. We will also continue to monitor developments
related to Corporate Sustainability Reporting Directive (CSRD)
requirements and assess the business’s preparedness for
regulatory compliance. This will help us enhance transparency
and accountability in our climate-related and sustainability efforts.
90
DR. MARTENS PLC ANNUAL REPORT 2025
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
This section of the Strategic Report serves as Dr. Martens’ Non-Financial and Sustainability Information Statement, prepared in accordance with
Sections 414CA and 414CB of the Companies Act 2006. The referenced information is incorporated through cross-references within this report.
Reporting
requirement
Dr. Martens supporting
statements, policies
and procedures Policy description
Where to find more
information in this report Page(s)
Business model N/A N/A
Business model 6 and 7
Non-financial
KPIs
N/A N/A Key performance indicators 31
Principal risks Group risk management
processes and procedures
N/A Risk management and our principal risks 36 to 41
Environmental
matters
1
Supplier Environmental
Standards
Sets out our expectations for how our suppliers manage their environmental
impacts, including but not limited to energy, water, waste and chemicals.
Risk management and our principal risks 36 to 41
Stakeholder engagement and section 172
statement: Environment and communities 35
Sustainability: Our commitments 48 to 80
Our TCFD disclosures 81 to 90
Made In England
Environmental Policy
Sets out how our Made In England factory manages its environmental
impacts and includes its commitments.
Animal Derived
Materials Policy
Sets out the expected standards and behaviour of the relevant
departments of Dr. Martens and its suppliers, in order to respect best
practices when sourcing and using materials derived from animals.
Human rights
2
The DOCtrine Our employee code of conduct. Risk management and our principal risks 36 to 41
Sustainability 48 to 80
Sustainability: People 70 to 77
Stakeholder engagement and section 172
statement: Environment and communities 35
Stakeholder engagement and section 172
statement: Partners 34
Stakeholder engagement and section 172
statement: Suppliers 35
Stakeholder engagement and section 172
statement: Our people 33
The Rule Book Our employee handbook.
Modern Slavery Statement N/A
Anti-Slavery and Human
Trafficking Policy
This policy sets out our expectation of our people and their responsibilities
in preventing slavery & human trafficking.
Supplier Migrant Worker
Policy
Our Supplier Migrant Worker Policy sets out the principles to ensure
that Dr. Martens and its suppliers respect the responsible recruitment
and employment of migrant workers and to help suppliers safeguard the
rights and welfare of migrant workers in their supply chain and manage
the associated risks and responsibilities.
Supplier Code of Conduct
and Workplace Standards
The Supplier Code of Conduct and Workplace Standards sets out how
we expect our suppliers to behave as a business and gives details on
how to meet the expected standards.
Our people The DOCtrine Our employee code of conduct. Risk management and our principal risks 36 to 41
Stakeholder engagement and section 172
statement: Our people 33
Sustainability: People 70 to 77
Sustainability: Governance 78 and 79
The Rule Book Our employee handbook.
Mandatory training on key
policies
N/A
Social matters The DOCtrine Our employee code of conduct. Sustainability: People 70 to 77
Stakeholder engagement and section 172
statement: Environment and communities 35
Risk management and our principal risks 36 to 41
Volunteering Policy Our employee policy on volunteering – all full-time employees get two days
annual volunteering allowance to volunteer for a charity of their choice.
Matched Giving Policy Our employee policy for matched giving – the business will match
employee fundraising up to £250 if it meets the specific criteria.
Anti-bribery
and corruption
compliance
The DOCtrine Our employee code of conduct. Sustainability: People 70 to 77
Audit and Risk Committee Report 145 to 153
Sustainability: Governance 78 and 79
Risk management and our principal risks 36 to 41
The Rule Book Our employee handbook.
Our ‘Speak Up’
Whistleblowing Policy
Our Speak Up Policy provides guidance on raising concerns around suspected
illegal or unethical business practice affecting the Company, its employees,
customers or suppliers about any aspect of the way we do business.
Anti-Bribery and Corruption
Policy
Our Anti-Bribery and Corruption Policy sets out our expectations, and the
mandatory requirements, of our people in respect of bribery, corruption
and gifts and hospitality related matters.
Supplier Anti-Bribery and
Corruption Policy
Our Supplier Anti-Bribery and Corruption Policy sets out
the mandatory requirements for those doing business with Dr. Martens.
Third Party Due Diligence
Procedures
Our Third Party Due Diligence Policy sets out the due diligence process
to be conducted prior to engaging third parties by our people.
Global Sanctions
Compliance Policy
Our Global Sanctions Compliance Policy sets out the expectations
and requirements for compliance with sanctions laws when dealing
with third parties.
1. Following amendment of sections 414C, 414CA and 414CB of the Companies Act 2006 by The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations
2022, our alignment with the new disclosure requirements is covered on page 81 of our TCFD Report in the index table.
2. We are in the process of implementing a new Global Human Rights Policy which was developed throughout FY25 in partnership with an expert third party. It covers Dr. Martens
commitment to respecting the human rights of our people and will be rolled out in FY26.
On behalf of the Board
IJE NWOKORIE
CHIEF EXECUTIVE OFFICER
4 JUNE 2025
STRATEGIC REPORT
91
DR. MARTENS PLC ANNUAL REPORT 2025
GOVERNANCE
92
DR. MARTENS PLC ANNUAL REPORT 2025
94 Chair’s introduction to governance
98 Governance at a glance
100 Board of Directors
106 Governance Report
110 Our stakeholders
114 Our culture
120 Nomination Committee Report
128 Remuneration Committee Report
131 Remuneration Report
145 Audit and Risk Committee Report
154 Directors’ Report
GOVERNANCE
93
DR. MARTENS PLC ANNUAL REPORT 2025
DELIVERING
A STRONG
GOVERNANCE
FOUNDATION
CHAIR’S INTRODUCTION TO GOVERNANCE
GOVERNANCE HIGHLIGHTS
APPOINTMENT OF NEW CEO
Smooth succession process achieved P121
NON-EXECUTIVE APPOINTMENTS
Secured two new Non-Executive appointments,
further strengthening the Board P123
In addition to fulfilling its important regulatory purpose,
our Governance Report offers an opportunity for us to
provide shareholders with a window into the Boardroom.
In it, we share insight into how we have provided
oversight, constructive challenge and guidance to
the business, with particular focus on driving progress
in our strategic priorities, navigating the challenges
of the period and managing a smooth transition to
new leadership. We explain our key activities in FY25,
summarise the topics we covered at Board meetings
and those of our Principal Committees, and provide
an overview of the skills, experiences and contributions
of individual Board members.
Dear shareholders,
I am pleased to introduce and present the Board’s
Governance Report for the financial period ended
30March 2025.
94
DR. MARTENS PLC ANNUAL REPORT 2025
OUR APPROACH TO THIS YEAR’S
GOVERNANCE REPORT
Continuing with the ‘less is more’ approach we adopted
last year, our objective for FY25 was to produce a
quality, engaging Governance Report which focuses on
communicating its key messages clearly and concisely.
To minimise repetition and strengthen the linkage
between different sections, we have used extensive
cross-referencing to clearly signpost where further
relevant information may be found in other parts of
the report or at www.drmartensplc.com. This includes
our detailed, provision-by-provision response to
the principles and provisions of the UK Corporate
Governance Code (the Code), which is referred to in
this report where appropriate and which can be found
at www.drmartensplc.com/investors. Our statement of
compliance with the Code and a list of page references
indicating where relevant information is located within
this Annual Report can be found on page 97.
BOARD ACTIVITIES IN FY25
The Board’s priority topics and the range of other matters
we reviewed and discussed at our meetings over the
course of the year are outlined on pages 106 and 107,
while the work undertaken by each of the Audit and Risk,
Nomination and Remuneration Committees is set out
in their respective reports from pages 145, 120 and 131.
Outside of our regular Board meetings, we focused on
supporting the handover of responsibilities from Kenny
Wilson to Ije Nwokorie. I am pleased that this transition
to the leadership of a new Chief Executive Officer (CEO)
was both thorough, with Ije well prepared to take on
his new role from January, and completed with minimal
impact on day-to-day operations. We also continued
to support Giles Wilson during his first full year as Chief
Financial Officer (CFO). As we move into FY26, the
Board will continue to ensure that our organisation
is underpinned by robust governance processes and
practices that support our strategic direction and key
priorities under a new CEO, insight into which can be
found in the Strategic Report on pages 14 and 15.
BOARD APPOINTMENTS AND SUCCESSION
Succession in critical leadership positions was an
important area of focus for the Board during the period
as we completed the transition to a new executive team
which began in FY24, with Giles Wilson now established
and performing well as our CFO and Ije Nwokorie
commencing work as CEO in January. As we look
forward to an exciting future under Ije’s leadership, we
also thank Kenny Wilson for his significant contributions
during his six years as CEO, which saw pairs more than
doubling and £1bn in revenue achieved for the first time.
With new leadership in place, we also took steps to
strengthen the Board through additional Non-Executive
appointments. A thorough search process overseen
by the Nomination Committee culminated in February,
with our announcement of the appointments of Robert
Hansen and Benoit Vauchy to the Board. I provide a
flavour of their experiences and backgrounds in my
introduction on page 9, while full biographies of all
Board members can be found on page 102.
I am confident that, in Robert and Benoit, we have secured
two new Board members of exceptional calibre and with
a breadth of industry and business knowledge which
will be hugely beneficial to us over the coming years.
We have also made good progress in reshaping our core
senior leadership team for the future, and will continue
to drive this process forwards during FY26. Details of
our Board and leadership succession and recruitment
processes can be found in the Nomination Committee
Report from page 120.
EXTERNAL BOARD EFFECTIVENESS REVIEW
Having completed internal Board Effectiveness Reviews
led by myself and our Company Secretary in FY23 and
FY24, we engaged external facilitators from specialist
firm ghSMART to oversee and manage the process
for FY25. The Board’s focus on supporting the CEO
handover process over the course of FY25, together
with the appointments in late Q4 of two new Non-
Executive Directors, meant that this was a challenging
period on which to base a review of our effectiveness,
and we were mindful of the need to avoid distractions
during this transitional period. However, we were also
keen to ensure that the process was value-adding and
provided meaningful insights into areas where we can
focus our development going forwards. As a result, the
review commenced later than would usually have been
the case, and was completed in late May.
SAFEGUARDING OUR CULTURE
For a brand with the rich heritage and history of Dr. Martens,
culture is something which has been shaped and refined by
our consumers and our people over many decades. It cannot
simply be agreed by committee and implemented by Board
decree. The Board’s key role is in ‘setting the tone from the
top’, and it has formal accountability for ensuring that the
Dr. Martens culture is prominent, embedded across the
organisation and reflected in how we do business. We have
a number of methods for doing this, such as reviewing the
outputs from our annual Engagement and Inclusion Survey
and through the work of our Employee Representative
Non-Executive Director, Robyn Perriss, and full details are
provided from page 115.
Further details on how the Board monitors the
Dr.Martens culture can be found on pages 118 and 119
GOVERNANCE
95
DR. MARTENS PLC ANNUAL REPORT 2025
CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED
Overall, I am pleased to confirm that the review was
detailed, robust and provided us with constructive
feedback to take forward into FY26. An overview of
the process and ghSMART’s observations can be
found on pages 126 and 127.
ENGAGING WITH OUR STAKEHOLDERS
Strong engagement between the Board and Dr. Martens’
key stakeholder groups through the range of channels
available to us remains an essential lever for informing
our thinking and guiding our decision-making on key
strategic issues and how we operate as a business.
Our stakeholder groups are clearly identified in the
Strategic Report, together with details of how the business
engaged with them during FY25, from pages 32 to 35.
Continuing the approach taken in last year’s Annual
Report, we have again included a separate section with the
Governance Report providing more information about the
range of ways in which the Board considered the interests
of each of our stakeholder groups, as well as summarising
the outcomes of our engagement with them. This is located
on pages 110 to 113.
For my part, I had a number of opportunities to hold
meetings with investors during the year and was pleased
to receive and discuss their feedback and perspectives
on a range of relevant topics, from the challenges
impacting our business to the undoubted growth
potential of the Dr. Martens brand over the longer term.
Robyn Perriss also continued her activities as our
Employee Representative Non-Executive Director, hosting
a number of employee listening sessions during the period
and ensuring that the executive team and the wider Board
were briefed on the highlights and key themes arising from
those discussions. Robyn’s reflections on these sessions
and on her employee representative role can be found
in the Q&A on pages 116 and 117.
ACKNOWLEDGING OUR PEOPLE
In my opening remarks on page 8, I explained that FY25
was a period of transition for Dr. Martens; one which was
punctuated by a mix of trading challenges in key markets
and external headwinds, but which also saw us deliver
our stated objectives for the year and take a number of
significant steps towards returning the Group to long-
term, sustainable growth. This is, above all, a testament
to the talent and resilience of our global workforce, whose
tireless hard work and dedication to the brand against
a challenging backdrop strengthens my optimism for
the years ahead, and I would like to thank them sincerely
on behalf of myself and the Board.
PAUL MASON
CHAIR
4 JUNE 2025
DR. MARTENS BOARD AND
SENIOR LEADERSHIP STRUCTURE
PLC BOARD
IJE NWOKORIE
Chief Executive Officer
GILES WILSON
Chief Financial Officer
PAUL MASON
Chair
LYNNE WEEDALL
Senior Independent Director
ROBYN PERRISS
Independent Non-Executive
Director
IAN ROGERS
Independent Non-Executive
Director
TARA ALHADEFF
Non-Independent
Non-Executive Director
ANDREW HARRISON
Independent Non-Executive
Director
ROBERT HANSON
Independent Non-Executive
Director
BENOIT VAUCHY
Non-Independent Non-
Executive Director
PLC BOARD
GLOBAL
LEADERSHIP TEAM
EXECUTIVE
DIRECTORS
Ije Nwokorie
Chief Executive
Officer
Giles Wilson
Chief Financial
Officer
COMPANY
SECRETARY
Katherine Bellau
Company Secretary
Details of the role of the Board at Dr. Martens and
the division of responsibilities between key Board
roles can be found at drmartensplc.com
96
DR. MARTENS PLC ANNUAL REPORT 2025
UK CORPORATE GOVERNANCE CODE 2018 COMPLIANCE
In FY25, the Company conducted its annual assessment against the UK Corporate Governance Code 2018 (the Code). The Board
acknowledges the updated 2025 version of the Code, which will take effect for the Company from the 2025/26 financial year beginning
in April 2025. Consequently, the Company will report against the revised Code for the first time in its FY26 Annual Report.
For the financial period ended 30 March 2025, the Board confirms that the Company applied the Principles and complied with all
Provisions of the Code throughout FY25. Details regarding the Board’s considerations on the independence of Board Chair Paul Mason
and Non-Executive Directors Tara Alhadeff and Benoit Vauchy are available on page 104.
The application of the Code’s Principles during FY25 is demonstrated throughout this Annual Report, with page references for each Principle
(A to R) provided in the table below. A comprehensive response to the Code is available in the ‘Governance’ section of www.drmartensplc.com,
while the full text of the Code can be accessed on the Financial Reporting Council’s (FRC) website at www.frc.org.uk.
LOCATION OF INFORMATION AND RELEVANT PRINCIPLE(S)
PRINCIPLE SUMMARY
GOVERNANCE REPORT: STRATEGIC REPORT:
BOARD LEADERSHIP AND COMPANY PURPOSE
A Board leadership and
effectiveness
Governance framework P109: C
Board activities P106 and 107: A
Our stakeholders P110 to 113: D, E
Our culture P114 to 119: B
Nomination Committee Report P120 to 127: B
Audit and Risk Committee Report P145 to 153:
C, E
Chair’s Statement P8 and 9: A
Sustainability Report P48 to 80: A
Stakeholder engagement P32 to 35: D, E
Business model P6 and 7: B
Strategy P20 and 21: B
People & Culture P44 to 47: A, B
Risk management P36 to 41: C
B Purpose, values and culture
C Internal governance and controls
D Stakeholder engagement
and participation
E Workforce policies and practices
DIVISION OF RESPONSIBILITIES
F Role of the Chair Board of Directors P100 to 105: F, G
Delegating responsibilities P108: F, G, H
Nomination Committee Report P120 to 127: H
Audit and Risk Committee Report P145 to 153:
C, E
Chair’s Statement P8 and 9: F
CEO review P14 and 15: G
G Independence and division of
leadership responsibilities
H Non-Executive Director role
and time commitment
I Board policies, processes
and resources
COMPOSITION, SUCCESSION AND EVALUATION
J Appointment processes,
succession and diversity
Chair’s introduction to governance P94 to 97: J
Board of Directors P100 to 105: K
Nomination Committee Report P120 to 127:
J, K, L
Chair’s Statement P8 and 9: J, K
CEO review P14 and 15: J, K
K Board skills, experience
and knowledge
L Board evaluation
AUDIT, RISK AND INTERNAL CONTROL
M Internal and external audit Audit and Risk Committee Report P145 to 153:
M, N, O
Risk management P36 to 41: M, O
Going concern and viability P42 and 43:
M, O
N Fair, balanced and
understandable
O Principal risks, risk management
and internal controls
REMUNERATION
P Aligning remuneration with
strategy, purpose and values
Remuneration Report P133 to 144: P, Q, R
Remuneration Policy P132: Q
Stakeholder engagement P32 to 35: P
Measuring our performance P30: P
Sustainability Report P48 to 80: P
Q Remuneration policy
development
R Reviewing remuneration outcomes
GOVERNANCE
97
DR. MARTENS PLC ANNUAL REPORT 2025
GOVERNANCE AT A GLANCE
AT A GLANCE
CONSIDERATIONS UNDER LR 6.6.6(9)-(11)
The upcoming section provides graphical data
highlighting the tenure and demographic diversity of the
Board of Directors and the Global Leadership Team,
the Company’s senior leaders directly under the Board.
This required data, as prescribed by Listing Rule
6.6.6(10), illustrates the ethnic and gender diversity
of the Board and GLT, as at 30 March 2025. This data
was gathered via the voluntary and anonymous ‘Self-ID’
tool in the Company’s HR system. Additional details on
Board composition, tenure, independence, diversity
targets under LR 6.6.6(9) and data collection methods
can be found in the Nomination Committee Report on
page 120.
BOARD TENURE
AS AT 30 MARCH 2025
0-3 years
Andrew Harrison, Giles Wilson,
Robert Hanson and Benoit Vauchy
3-6 years
Robyn Perriss, Lynne Weedall,
Ian Rogers and Ije Nwokorie
1
6+ years
Paul Mason, Tara Alhadeff
GLT TENURE
AS AT 30MARCH 2025
0-3 years
Katherine Bellau, Graham Calder,
Bridget Jolliffe, Ije Nwokorie,
Giles Wilson and Mike Stopforth
3-6 years
Derek Chan and Adam Meek
6+ years
Geert Peeters and Erik Zambon
GENDER IDENTITY OF
SENIOR MANAGEMENT
2
AS AT 30MARCH 2025
Male (39 employees)
Female (34 employees)
3
Prefer not to say
(1 employee)
98
DR. MARTENS PLC ANNUAL REPORT 2025
REPORTING TABLE ON ETHNIC BACKGROUND OF THE BOARD AND THE GLT AS AT 30 MARCH 2025
THE BOARD THE GLT
Number of
Board
members
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number of
Executive
Directors
Percentage of
Executive
Directors Whole Board
Number of
GLT members
White British or
other White
(including minority-
white groups)
9 3 1 50% 90% 8
Black/African/
Caribbean/
Black British
1 1 1 50% 10% 1
Other ethnic group,
including Arab
0 0 0 0% 0% 0
Asian/Asian British 0 0 0 0% 0% 1
Mixed/Multiple
Ethnic Groups
0 0 0 0% 0% 0
Not specified/
prefer not to say
0 0 0 0% 0% 0
REPORTING TABLE ON GENDER IDENTITY OF THE BOARD AND THE GLT AS AT 30 MARCH 2025
THE BOARD THE GLT
Number of
Board
members
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number of
Executive
Directors
Percentage of
Executive
Directors Whole Board
Number of
GLT members
Men 7 3 2 100% 70% 8
Women 3 1 0 0% 30% 2
Not specified/
prefer not to say
0 0 0 0% 0% 0
1 Ije was a NED on Dr. Martens Board from Jan 2021 – Jan 2024 then CEO from Jan 2025.
2. Comprises GLT direct reports and subsidiary company directors that are not already captured in GLT or Board data on these pages.
Confirmation of gender identity was provided on a voluntary basis.
3. Includes 11 who have not completed Self-ID.
GOVERNANCE
99
DR. MARTENS PLC ANNUAL REPORT 2025
BOARD OF DIRECTORS
FROM LEFT TO RIGHT | TOP ROW | Andrew Harrison Independent Non-Executive Director, Robyn Perriss Independent
Non-Executive Director, Benoit Vauchy Non-Independent Non-Executive Director, Giles Wilson Chief Financial Officer,
BOTTOM ROW | Katherine Bellau Company Secretary, Paul Mason Chair
100
DR. MARTENS PLC ANNUAL REPORT 2025
FROM LEFT TO RIGHT | TOP ROW | Tara Alhadeff Non-Independent Non-Executive Director,
IanRogers Independent Non-Executive Director, Robert Hanson Independent Non-Executive Director
BOTTOM ROW | Ije Nwokorie Chief Executive Officer, Lynne Weedall Senior Independent Director
GOVERNANCE
101
DR. MARTENS PLC ANNUAL REPORT 2025
BOARD OF DIRECTORS CONTINUED
MEET OUR GROUP BOARD
The Board’s primary responsibility is leading the Company
to deliver sustainable, profitable growth globally and drive
long-term value for the shareholders of Dr. Martens plc.
It sets a clear tone from the top by providing entrepreneurial
leadership of the business and custodianship of the
Dr. Martens brand.
EXPERIENCE:
Paul has had a long and varied career in the
retail and consumer brand sectors, holding
senior leadership roles in several well-known
businesses. He was Chief Executive Officer
of Somerfield plc, where he oversaw the
restructuring of the company before its sale
to Co-op in 2009. Paul also held roles as
European President of Levi Strauss & Co
and Chief Executive Officer of Matalan and
Asda. In the past 14 years, he has chaired
six consumer businesses, including New
Look, Mayborn (Tommee Tippee), Radley,
and Cath Kidston.
HOW PAUL SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
Paul has a deep understanding of
Dr. Martens, gained from his tenure as
Chair during the Company’s transition from
a private to a listed company. His extensive
career experience enables him to provide
strategic and operational insight, as well
as constructive challenge to the Board.
Paul’s ability to promote collaboration and
transparency has strengthened Board
discussions and enhanced engagement
with stakeholders. In FY25, his leadership
and engagement with investors and the
business proved invaluable during a period
of transition in senior leadership, helping
to ensure stability and continued success.
Paul Mason
CHAIR
N
Appointed: September 2015
EXPERIENCE:
Ije brings a wealth of expertise in building and
growing global consumer brands. He spent
three years as a Non-Executive Director
on the Board of Dr. Martens plc, providing
strategic oversight before stepping into
the role of Chief Brand Officer. As CBO, he
successfully integrated Marketing, Product,
Sustainability and Strategy, shaping the
brand’s overarching vision and direction.
Prior to Dr. Martens, Ije was Senior Director
at Apple Retail, where he strengthened
customer connections to the Apple brand.
He also served as CEO of Wolff Olins, leading
its global offices and helping businesses
develop their brands for the digital era.
HOW IJE SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
As Chief Brand Officer, Ije played a
pivotal role in strengthening operational
collaboration across the Product, Marketing
and Strategy Teams, ensuring alignment
to support Dr. Martens’ growth objectives.
Now as CEO, Ije leverages his extensive
experience in global business operations
to drive the Company’s strategic growth.
His insights into cultural trends, market
dynamics and operational efficiency,
combined with his leadership expertise,
enable him to foster cross-functional
alignment and maintain agility across
the business in a competitive landscape.
Ije Nwokorie
CHIEF EXECUTIVE OFFICER
Appointed: January 2025
EXPERIENCE:
Giles brings extensive experience in
financial markets and executive leadership,
including roles at publicly listed companies.
He joined Dr. Martens from William Grant &
Sons Limited, a global spirits company, and
previously served as CFO and later CEO
at John Menzies plc. Giles has also held
senior roles at Commercial Estates Group
and Gallaher Group plc, gaining valuable
expertise in operational management and
branded goods.
HOW GILES SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
With his broad financial expertise and
leadership experience, Giles plays a key
role in supporting Dr. Martens’ strategic
goals. His experience with branded goods
and listed companies equips him to provide
the Board with valuable technical insights
while ensuring compliance with regulatory
and investor expectations. Through his
leadership of the Global Finance Team,
Giles refines financial processes to drive
growth, adapt to market challenges and
support the Company’s long-term goals.
Giles Wilson
CHIEF FINANCIAL OFFICER
Appointed: May 2024
D
D
FY25
INCOMING
BOARD DEPARTURES IN FY25
Kenny Wilson stepped down as Chief
Executive Officer of Dr. Martens plc on
6January 2025 when he handed over
to Ije Nwokorie.
102
DR. MARTENS PLC ANNUAL REPORT 2025
EXPERIENCE:
Lynne’s career spans three decades, during
which she has held both executive and
non-executive roles across UK public and
private companies. She has served as
Group HR Director at Selfridges Group,
Carphone Warehouse plc and Dixons
Carphone plc, where she played a key role
in managing merger integration. Lynne has
also been a Non-Executive Director and
chaired the Remuneration Committees at
Greene King plc, William Hill plc and Treatt
plc. Previously, Lynne held senior positions
at Whitbread plc, Bupa and Tesco plc.
HOW LYNNE SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
As Chair of the Nomination and
Remuneration Committees, Lynne has
guided the Board with professionalism
and care during a transformative year for
the Company’s Senior Leadership Team.
Known for her people-focused approach,
her leadership has focused on advancing
diversity, shaping succession strategies
and fostering trust and transparency
through employee listening sessions on
remuneration. Her ability to offer fresh
perspectives and practical solutions has
been instrumental in addressing complex
issues at both Board and committee levels.
OTHER APPOINTMENTS:
Non-Executive Director and Chair of the
Remuneration Committee and Nomination
Committee of Softcat plc, Non-Executive
Director and Chair of the Remuneration
Committee of Greggs plc and Stagecoach
Ltd, Trustee of The King’s Trust.
Lynne Weedall
SENIOR INDEPENDENT DIRECTOR
Appointed: January 2021
EXPERIENCE:
Robyn combines deep financial and governance
expertise with a wealth of experience in the
technology and media sectors. Before joining
Dr. Martens, she held senior financial roles
at Auto Trader, serving as Group Financial
Controller, and later at Rightmove plc, a
FTSE 100 company, where she was Finance
Director until June 2020. At Rightmove,
Robyn played a key role in driving strategic
growth, improving governance frameworks
and navigating the challenges of digital
transformation in a high-growth environment.
HOW ROBYN SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
As Chair of the Audit and Risk Committee,
Robyn brings clarity to complex issues by
strengthening risk management, controls and
assurance processes. Her financial expertise,
capital markets experience and focus on
ESG matters provide valuable support to
the Board and Global Leadership Team.
In her role as Employee Representative
Non-Executive Director, Robyn engages directly
with employees across the business, fostering
open communication and encouraging honest
dialogue. Robyn is also recognised as a trusted
mentor to senior employees, who value her
guidance and expertise.
OTHER APPOINTMENTS:
Non-Executive Director and Chair of the
Audit Committee and the ESG Committee
of Softcat plc, Non-Executive Director and
Chair of the Audit Committee of Huel Ltd,
Non-Executive Director and Chair of the
Audit Committee of Next Fifteen Group plc.
Robyn Perriss
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: January 2021
D
A
COMMITTEE MEMBERSHIP
A
Audit and Risk
N
Nomination
R
Remuneration
D
Disclosure
E
Employee Representative Director
Chair
A
D
N
R
N
R
E
Ian Rogers
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: January 2021
D
N
EXPERIENCE:
Ian has built a diverse career spanning
digital innovation, luxury retail and consumer
technology. Since 2020, he has served as
Chief Experience Officer at Ledger, where
he oversees its consumer-facing offerings
and safeguards digital assets. Prior to this,
Ian was Chief Digital Officer at LVMH, a role
in which he continues to provide advisory
support. Earlier in his career, Ian held
leadership positions such as CEO of Beats
Music and President and Chief Technology
Officer at Mediacode. He also played a
pivotal role in the early development of
music-related businesses such as Apple
Music and Winamp.
HOW IAN SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
Ian’s expertise in retail, digital innovation and
the music industry brings valuable perspective
to the Board. His deep understanding of
cultural shifts and emerging trends fosters
productive discussions that help shape
the Company’s strategic direction. Ian’s
leadership in digital transformation, coupled
with his experience in the USA, provides
critical insights and industry connections that
support business growth and innovation.
OTHER APPOINTMENTS:
Chief Experience Officer at Ledger.
GOVERNANCE
103
DR. MARTENS PLC ANNUAL REPORT 2025
BOARD OF DIRECTORS CONTINUED
EXPERIENCE:
Tara has been a long-serving Partner at
Permira, a global investment firm, focusing
on brand investments in the consumer
sector. During her time at Permira, she
has worked closely with a range of brands,
retailers and consumer internet companies,
playing a key role in major transactions,
including Permira’s acquisition of
Dr. Martens. Tara joined the Dr. Martens
Board in May 2015 and transitioned to her
current role as Non-Independent Non-
Executive Director in January 2021. Prior
to joining Permira, she gained experience
in investment banking at Morgan Stanley.
HOW TARA SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
Tara brings continuity and deep corporate
knowledge to the Board as its longest-
serving member, having been instrumental
in Dr. Martens transition from private
ownership to a publicly listed company.
Her expertise in the consumer sector and
international markets strengthens the
Board’s decision-making processes. Tara
is highly regarded for her financial acumen,
collaborative approach and ability to ask
insightful questions, all of which contribute
to effective governance. Additionally, her
role facilitates strong engagement with the
Permira funds, ensuring alignment between
the Company and its shareholders.
OTHER APPOINTMENTS:
Partner at Permira Advisers LLP, Director
at SixPlatform VIII Limited, Member of
Supervisory Board at Hazel ParentCo SAS,
Non-Executive Director at Hana Group
and Golden Goose.
Tara Alhadeff
NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: May 2015
EXPERIENCE:
Andrew has over two decades of leadership
experience in the consumer sector, including his
time at Carphone Warehouse, where he served
as Chief Executive and Chair, driving the
company’s international expansion and growth.
He also led the merger with Dixons in 2014,
taking on the role of Deputy Chief Executive
post-merger. Currently, Andrew is Managing
Director of Freston Ventures, a leading
consumer investment firm. In addition to this, he
serves as Senior Independent Director at Ocado
Group plc, where he chairs the Remuneration
Committee and is the Non-Executive Director
leading on workforce engagement.
HOW ANDREW SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
Andrew’s extensive commercial expertise
makes him a key contributor to the Board’s
discussions. His listed company experience
provides valuable perspective, enabling him to
offer alternative viewpoints and constructive
challenge when needed. The Board and the
Global Leadership Team value his collaborative
approach, which fosters balanced decision-
making and supports the Company’s strategic
direction. Andrew’s ability to anticipate market
trends and leverage his industry connections
further strengthens the business as it navigates
opportunities for growth.
OTHER APPOINTMENTS:
Senior Independent Director at Ocado
Group plc, Chair at WhoCanFixMyCar.com
Ltd, Chair at Strike Limited, Chair at Chicken
Shop (Chik’n Ltd), Designated Member of
Freston Ventures Investments LLP, Director
at Smiles and Smiles Holding Limited, Chair
of Trustees at The Mix.
Andrew Harrison
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: May 2023
EXPERIENCE:
Benoit is a Partner at Permira, where he
plays a key role across several committees,
including the Investment, Executive and
Firm Operations Committees, as well as the
Buyout Funds’ Portfolio Review Committee.
He also serves on the boards of Permira
Holdings Limited and other portfolio
companies. Since joining Permira in 2006,
Benoit has worked on numerous high-profile
transactions such as Acromas (The AA &
Saga), eDreams ODIGEO, Exclusive Group,
Freescale Semiconductor, Iglo Group, NDS,
Synamedia and Vacanceselect. Before
joining Permira, Benoit spent six years at
JPMorgan in London and Frankfurt, arranging
leveraged finance transactions, and earlier
worked in the Media/Telecom and Leveraged
Finance teams at Paribas in Frankfurt.
HOW BENOIT SUPPORTS THE
COMPANY’S STRATEGY AND
LONG-TERM SUCCESS:
Benoit brings extensive financial expertise
and deep knowledge of global markets
to the Board. His experience in managing
complex transactions and working with
international businesses provides valuable
insights that support strategic decision-
making. As Permira’s second nominated
Non-Executive Director, Benoit also
facilitates strong shareholder engagement
while contributing to discussions with a
questioning mindset.
OTHER APPOINTMENTS:
Partner at Permira Advisers LLP, Board
Member of Lowell and Universidad
Europea, Board and Audit Committee
Member of eDreams ODIGEO.
Benoit Vauchy
NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: March 2025
D
N
A
D
R
N
D
FY25
INCOMING
104
DR. MARTENS PLC ANNUAL REPORT 2025
EXPERIENCE:
Robert is an experienced executive and
board member with a strong background in
building and transforming consumer brands.
He is currently the CEO of The Duckhorn
Portfolio, where he leverages his proven track
record of scaling and revitalising consumer
businesses. Most recently, Robert served
as EVP and President of Constellation
Brands’ Wine & Spirits Division, where he
repositioned the portfolio towards premium
brands and expanded global distribution
channels. Previously, Robert had a long
tenure at Levi’s, including serving as
President – Americas. He has also been
CEO of American Eagle Outfitters and
CEO of John Hardy. In addition, he has
served on the boards of Canopy Growth,
Urban Outfitters and Constellation Brands.
HOW ROBERT SUPPORTS
THE COMPANY’S STRATEGY
AND LONG-TERM SUCCESS:
Robert’s expertise in brand-led businesses,
multichannel strategies and transformation
makes him a key contributor to the Board.
His leadership experience across diverse
markets supports the development of a
robust USA strategy and go-to-market
approach. Additionally, Robert’s recognised
leadership in ESG initiatives strengthens
the Company’s ability to align with evolving
environmental and social expectations.
Known for his inclusive leadership style
and strategic thinking, Robert fosters
collaboration at the Board level while providing
valuable guidance to support Dr. Martens
long-term growth and success.
OTHER APPOINTMENTS:
Chief Executive Officer of The Duckhorn Portfolio.
Robert Hanson
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed: March 2025
EXPERIENCE
Katherine is a seasoned General Counsel,
Company Secretary and executive committee
member with broad legal and governance
expertise spanning the consumer, technology
and financial services sectors. Katherine was
General Counsel at MoneySavingExpert.com
and oversaw its sale to Moneysupermarket
Group plc, where she subsequently served as
General Counsel & Company Secretary. She
also held the role of Chief Legal Officer at a
private equity backed insurance group.
Katherine began her legal career at DLA Piper
as an Intellectual Property lawyer, including a
secondment to Virgin. She holds a Law degree
from Manchester University, a Postgraduate
diploma in Commercial Intellectual Property
and has lectured at the University of Law.
Katherine Bellau
COMPANY SECRETARY
Appointed: June 2024
D
COMMITTEE MEMBERSHIP
A
Audit and Risk
N
Nomination
R
Remuneration
D
Disclosure
E
Employee Representative Director
Chair
BOARD SKILLS AND EXPERIENCE
Brand/
consumer Financial Retail Digital PLC International
1
Independent?
Paul Mason
Ije Nwokorie
2
N/A
Kenny Wilson
3
N/A
Giles Wilson N/A
Tara Alhadeff
Ian Rogers
Robyn Perriss
Lynne Weedall
Andrew Harrison
Benoit Vauchy
4
Robert Hanson
5
1. Senior roles outside the UK.
2. Joined the Board on 6 January 2025.
3. Stepped down on 6 January 2025.
4. Joined the Board on 27 March 2025.
5. Joined the Board on 27 March 2025.
ATTENDANCE AT MEETINGS HELD DURING FY25
Board
scheduled
Board
ad hoc
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Number of meetings held 6 4 5 5 9
1 April 2024 – 30 March 2025
Number attended/max number could have attended:
Paul Mason 6/6 4/4 9/9
Kenny Wilson 4/4
1
4/4
Giles Wilson 6/6 4/4
Tara Alhadeff 6/6 4/4 8/9³
Robyn Perriss 6/6 4/4 5/5 5/5 8/9³
Ian Rogers 6/6 4/4 9/9
Ije Nwokorie
2
6/6 2/2
Lynne Weedall 6/6 4/4 5/5 5/5 9/9
Andrew Harrison 6/6 4/4 5/5 5/5 9/9
Benoit Vauchy 1/1
Robert Hanson 1/1
There were six scheduled and four additional Board meetings held in FY25.
1. Stepped down from the Board in January 2025.
2. Attended meetings in Q1-Q3 FY25 at the request of the Board, prior to appointment in Q4 FY25.
3. Robyn and Tara did not attend the meetings held on 17 December 2024 and 10 January 2025 respectively
due to other business commitments.
D
N
FY25
INCOMING
FY25
INCOMING
GOVERNANCE
105
DR. MARTENS PLC ANNUAL REPORT 2025
GOVERNANCE REPORT
BOARD ACTIVITIES
BOARD CADENCE
PURPOSE OF MEETINGS:
Board meetings represent the primary forum for
strategic decision-making and guidance, monitoring and
holding leadership to account for the effective execution
of strategy, and oversight of Group trading and financial
performance and regulatory compliance. They are also
an important mechanism through which the Directors
discharge their duties, particularly under Section 172
of the Companies Act 2006.
PROCESS:
+ Meetings planned and organised in accordance
with a Board approved forward planner, which is
kept under review and adjusted as necessary over
the course of the year
+ Scheduling of meetings aligns with the rhythms and
routines of the business by ensuring they take place at
appropriate points throughout the year
+ Company Secretary agrees agendas with the Chair
in advance, following discussion with and input from
the CEO and CFO
CONTENT:
+ Updates on strategy and financial performance led
by the CEO and CFO
+ Detailed ‘deep dives’, comprising updates from
and discussions with senior leaders and members
of their teams on matters including strategic priorities,
regional business or critical projects, where input and
guidance from the Board is needed
+ Balance of other Board-reserved matters and regular
standing items including governance updates, annual
statutory reporting, horizon scanning and matters
requiring Board approval
OUTPUTS:
+ Proper allocation of Group resources and
responsibility for key business projects
+ Agreement or constructive challenge in respect
of strategic direction, plans and initiatives
+ Robust scrutiny of financial and operational
performance against forecasts, budgets and KPIs
+ Provision of clear, actionable feedback and guidance
for management to take forward as necessary
BOARD AND COMMITTEES
B
Board
R
Remuneration Committee
A
Audit and Risk Committee
N
Nomination Committee
AGM
Annual General Meeting
GLT
GLT meeting
OTHER CALENDAR EVENTS
Director attended events
and other key dates
Employee Listening Group
Market announcements
Q1
April to June 2024
+ Significant focus on progress of the action plan for resolving
challenges impacting the Group’s business in the USA
+ Received updates from the CBO on the marketing strategy
and shift towards a product-orientated approach led by boots
+ Reviewed and approved the FY25 budget and considered
scenarios and projections for FY26 and initial options for
cost reductions
+ Agreed the approach to the 2024 Annual General Meeting and
approved the resolutions to be put to shareholders for approval
+ Reviewed and approved the FY24 results, Annual Report and
final dividend proposal
APRIL 2024
MEETINGS:
A
R
N
ADDITIONAL CALLS:
B
ANNOUNCEMENTS:
CEO succession, FY24
trading update
and FY25 outlook
MAY 2024
EVENTS:
Giles Wilson formally
joins as CFO
GLT market visit (LA)
MEETINGS:
B
A
R
N
ADDITIONAL CALLS:
B
ANNOUNCEMENTS:
CFO start date,
FY24 results
JUNE 2024
EVENTS:
Investor roadshows
(FY24 results)
MEETINGS:
R
ADDITIONAL CALLS:
B
R
ANNOUNCEMENTS:
FY24 Annual Report
publication,
Company Secretary
appointment
The following pages present a snapshot of the Board’s year, summarising
its key events and the myriad topics it discussed at its meetings during FY25.
106
DR. MARTENS PLC ANNUAL REPORT 2025
Q2
July to September 2024
+ Detailed discussions focusing on the EMEA business, covering local market conditions
and understanding and remediating the challenges impacting DTC operations
+ Considered the detailed ‘3+9’ forecast for FY25, covering analysis of trading trends,
key assumptions and a number of modelled scenarios
+ Received updates on the principles, process and progress of the cost efficiency
programme targeting £20-25m in savings during the year
+ Reviewed and approved the 2024 Modern Slavery Statement for publication
January to March 2025
+ Commenced an externally facilitated review of the Board’s effectiveness which will conclude in H1 FY26
+ Detailed discussions focusing on the budgeting process and proposals for FY26, taking into consideration
the key underlying assumptions, principal risks and stress-testing
+ Held a Board strategy day at which topics including the future strategic direction, development and
ambitions of the business were discussed in depth
+ Approved the establishment of a new Global Technology Centre
SEPTEMBER 2024
MEETINGS:
A
N
ADDITIONAL CALLS:
B
OCTOBER 2024
EVENTS:
GLT market visit
(New York)
Employee Listening
Groups (UK offices –
non-retail roles)
MEETINGS:
B
NOVEMBER 2024
EVENTS:
Employee Listening
Group (UK Office –
Camden)
MEETINGS:
B
A
R
N
ANNOUNCEMENTS:
CEO start date,
H1 FY25 results
DECEMBER 2024
EVENTS:
UK investor roadshows
(HY results)
MEETINGS:
N
JANUARY 2025
EVENTS:
Ije Nwokorie formally
becomes CEO
Kenny Wilson steps down
from the Board
Employee Listening Group
(USA non-retail)
Investor roadshows (UK)
MEETINGS:
B
A
N
ADDITIONAL CALLS:
B
ANNOUNCEMENTS:
Q3 FY25 trading update
FEBRUARY 2025
EVENTS:
Executive Director visit to USA
Employee Listening Group
(UK factory and Cobbs
Lane Office)
ANNOUNCEMENTS:
Appointment of new
Non-Executive Directors
MARCH 2025
EVENTS:
Robert Hanson and
Benoit Vauchy formally
join the Board
Board Strategy Day
Employee Listening Group
(APAC)
Remuneration discussion
group with Lynne Weedall
MEETINGS:
B
R
Q4
Q3
October to December 2024
+ Reviewed and approved the H1 FY25 results and interim dividend,
and discussed trading performance and the priorities for H2
+ Detailed discussions led by the CBO on brand strategy, including
the objectives underpinning planned product and marketing
activity, future plans and learnings from previous campaigns
+ Reviewed and approved the proposed approach to refinancing
the Group’s debt facilities
+ Received an update on the strategic supply chain transformation
initiative, covering demand and supply planning processes
JULY 2024
EVENTS:
GLT visit to EMEA
(Amsterdam)
Employee Listening
Group (USA retail)
MEETINGS:
AGM
B
N
ANNOUNCEMENTS:
AGM trading update,
AGM result
AUGUST 2024
To the extent possible,
August is kept clear
to give our teams time
to rest and recharge.
GOVERNANCE
107
DR. MARTENS PLC ANNUAL REPORT 2025
GOVERNANCE REPORT CONTINUED
DELEGATING RESPONSIBILITIES
The following pages illustrate our governance framework,
particularly how the Board delegates authority and
the responsibilities of each of the key Board roles,
and present the Board’s formal confirmation of its
position in relation to the tenure, independence and
time commitments of its Non-Executive Directors.
Key Board roles and responsibilities
The roles and responsibilities of the Chair, Chief
Executive Officer and Senior Independent Director
have been clearly defined and divided by the Board
and all Board Directors stand for (re-)election annually
at the Company’s AGM. This division of duties is defined
in writing, reviewed by the Board and published on
drmartensplc.com. A summary is set out on this page.
CHAIR OF THE BOARD
NON-EXECUTIVE DIRECTORS
CHIEF EXECUTIVE OFFICER (CEO)
SENIOR INDEPENDENT DIRECTOR (SID)
The Chair of our Board, Paul Mason, leads the
Board and ensures it fulfils its responsibilities
to the Company and its stakeholders effectively,
while promoting high standards of corporate
governance across the Group.
Key responsibilities:
+ Ensuring the Board operates effectively as
a group, with strong working relationships
between members
+ Promoting a culture of open and robust debate
and constructive challenge within the Boardroom
+ Ensuring the clear and effective communication
of information to shareholders and seeking
regular engagement with them
Our seven Non-Executive Directors (five
independent, two non-independent) use their
outside expertise to support and constructively
challenge the Executive Directors and the
Global Leadership Team. They advise on the
development of Group strategy and provide
objective scrutiny of the Group’s financial and
operational performance. More information
about the independence and other commitments
of the Non-Executive Directors can be found in
the Nomination Committee Report on page 124. CEO Ije Nwokorie reports to the Chair and to
the Board and is responsible for the executive
management of the Dr. Martens Group. All members
of the Global Leadership Team report to the CEO.
Key responsibilities:
+ Leading the GLT in managing the Group’s
activities on a day-to-day basis
+ Developing Group strategy, plans and
commercial and other objectives with the Board
+ Leading communications with shareholders
and other key stakeholders
+ Ensuring that timely and accurate information
is disclosed to the market
+ Setting an example to the Group’s workforce
and communicating to them expectations in
respect of the Company’s culture
Our SID, Lynne Weedall, is a valuable sounding
board for the Chair. She provides support in the
delivery of his objectives and serves as an
intermediary for the other Directors where needed.
Key responsibilities:
+ Leading the Chair’s performance evaluation
and overseeing his succession plans
+ Supporting the Chair in promoting high
standards of corporate governance
+ Available as an additional contact point
for shareholders if required
108
DR. MARTENS PLC ANNUAL REPORT 2025
Our governance framework
Full details of the Board’s responsibilities and terms of reference for the principal Board Committees are available
at www.drmartens.com
Dr. Martens plc Board
Executive Directors
WHO ARE THEY?
The CEO and CFO.
Responsibilities:
+ Developing and implementing the
Company’s strategy and accountable
for the day-to-day management of the
global business, supported by the GLT
+ All matters not specifically reserved for
the Board or the Board’s Committees
and necessary for the ongoing
management of the business
Global Leadership Team (GLT)
WHO ARE THEY?
The Group’s core team of senior leaders,
comprising the Presidents of the regional
businesses and directors of key business
functions reporting into the CEO.
Responsibilities:
+ Accountability over the regional and
central global business functions: EMEA,
Americas, APAC, Global Supply Chain,
Technology, People, Brand, Strategy,
Product, Finance, Legal & Compliance
+ Executing our strategy, identifying growth
opportunities and developing strategic
initiatives while supporting the Board
inmeeting its oversight requirements
PRINCIPAL BOARD COMMITTEES
Delegation and oversight:
While the Board holds ultimate responsibility for the effective
management of the business, the extensive range and breadth
of its duties and accountabilities necessitates the delegation of
certain powers and authorities to the principal Board Committees,
senior leadership and other relevant forums within the
organisation. A summary of this framework is set out below.
Responsibilities:
+ Setting the Company’s purpose and strategy and holding
management to account for its delivery
+ Securing the success of the business over the longer term
for the benefit of our shareholders and wider stakeholders
+ Ensuring that the strategy aligns with and promotes the
Dr. Martens culture and core tenets of brand custodianship,
‘doing the right thing’, and ‘leaving things better than we
found them’
Responsibilities: supporting the Board in meeting its technical responsibilities
and offering enhanced oversight within their specified areas of competence
while adhering to high corporate governance standards.
Competence areas:
Board and leadership
composition, succession
and diversity.
P120 to 127
Competence areas:
Executive and senior
leadership pay and
incentive structures.
P128 to 130
Competence areas:
Financial and narrative
reporting, risk, internal
controls, relationship
with the external auditor.
P145 to 153
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
AUDIT AND RISK
COMMITTEE
WHO ARE THEY?
The Market Disclosure, Operating, Real Estate, Operational Risk
and Sustainability Committees.
Responsibilities:
These support the Board and business in specific areas. They operate to
clearly defined terms of reference and, in the case of the Operating and Real
Estate Committees, under authority delegated to them under the Delegation
of Authority Policy. While not considered a Principal Board Committee, all
Non-Executive Directors are members of the Disclosure Committee and
at least one must be present at each of its meetings.
SUPPORTING COMMITTEES
GOVERNANCE
109
DR. MARTENS PLC ANNUAL REPORT 2025
OUR STAKEHOLDERS
CONSIDERING OUR
STAKEHOLDERS
The following pages describe how the Board engages with its key stakeholders and their influence on the Board’s decision-making.
These pages should be read in conjunction with our s172 Statement and broader stakeholder disclosures on pages 32 to 35 of the
Strategic Report, which explain how the business engaged with each stakeholder group during the year and continues to do so.
HOW THE BOARD ENGAGES
+ Board members are available at the AGM
to answer questions submitted by email
in advance or on the day of the meeting
+ Investor roadshows held post-financial
results with our largest institutional
investors by the Executive Directors
and the Investor Relations Team
+ Additional meetings held either in-person
or virtually. In FY25 a number of such
meetings were attended by the Chief
Executive Officer and Chief Financial
Officer. The Chairman and Senior
Independent Director are also available
to discuss governance matters with
institutional investors as required
+ Movements in our share register and
share price analysis are reported to
the Board at each Board meeting
INFLUENCE ON THE BOARD’S
DECISION-MAKING
+ Investor priorities inform the Board’s
shaping of dividend policy and its
overall approach to capital allocation
+ Investor focus on strengthening the
balance sheet was one of the drivers for
reducing inventory and completing the
refinancing ahead of time, which resulted
in a reduction in the overall level of debt
WHAT ARE THEIR PRIORITIES?
+ Strong value creation, our business
model and delivery of our strategy
+ Our position and performance in
respect of ESG matters
+ Strength of leadership
+ Clear articulation and effective
management of risks
+ Fair, balanced and understandable
reporting of financial results
+ Efficient capital allocation
+ Clear and transparent
communications
Owners
+ Contributions to diversity and inclusion
initiatives. During Black History Month,
Ije Nwokorie hosted a fireside chat
exploring the theme of Black Joy and
how it comes to life for Dr. Martens’
leaders from our Black community
+ Market visits to New York, Milan,
Amsterdam, London and Tokyo deepened
the Executive Directors’ understanding
of those markets and enabled quality time
with retail and office colleagues based in
those markets; key findings were reported
back to the Board
+ Our Employee Representative Non-
Executive Director, Robyn Perriss,
continued her programme of ‘listening
sessions’ with employees from across the
global organisation, reporting the themes
of the feedback received to the Board
+ Our Senior Independent Director,
Lynne Weedall, hosted a fireside chat
at which employees were able to ask
questions about the Company’s approach
to remuneration and the remit of the
Remuneration Committee
+ The Executive Directors visited the Made
In England factory and office at Cobbs
Lane, enabling informal engagement
with employees based at those sites
+ The CFO, in conjunction with the Finance
Leadership Team, hosts regular Town
Halls for the global Finance function and
issues a quarterly newsletter. As a new
leader of the function, he actively seeks
feedback to support engagement across
the team, resulting in a transparent and
inclusive leadership transition
INFLUENCE ON THE BOARD’S
DECISION-MAKING
+ Employee feedback raised through the
range of available channels continues to
inform the Board’s strategic priorities and
decision-making, such as the prioritisation
of key senior hires and managing the
CEO transition process
+ The Board oversaw the recruitment of
new Non-Executive Directors and GLT
hires during the year, bolstering the
skillset of the leadership team and
progressing its evolution to support
the new CEO and future growth
WHAT ARE THEIR PRIORITIES?
+ A diverse, equitable and inclusive
workplace
+ Fair compensation
+ Having opportunities to grow
and develop
+ Taking a position on climate,
environmental and social
justice issues
+ A positive workplace culture
that empowers them
Our people
HOW THE BOARD ENGAGES
+ To minimise the impact of the CEO
transition process on our people, Kenny
Wilson and Ije Nwokorie led a number
of internal engagement sessions to
keep them informed and create space
for open dialogue
+ The CEO produces regular video and
written blog updates, the ‘Ije Edit’,
sharing updates on key events and his
areas of focus
110
DR. MARTENS PLC ANNUAL REPORT 2025
the year and reported back to the Board
on their observations and activities.
In FY25 these included New York, Milan,
Amsterdam, London and Tokyo
+ Our Employee Representative
Non-Executive Director, Robyn Perriss,
chaired a retail-focused employee
listening session at which members
of our store teams discussed topics
including consumer priorities, concerns
and perspectives. The themes of this
session were fed back to the Board
+ Significant focus on the consumer at
Board meetings, from regular reports
from the Brand and Marketing Teams
covering ongoing and planned consumer
engagement activities to detailed
‘deep-dives’ into the product, marketing
and overall brand strategies
+ The CEO took part in an opportunity
for our EMEA office employees to work
a retail shift during the peak trading
period, engaging directly with consumers
and gaining insight into their in-store
interactions with our products and
retail colleagues
INFLUENCE ON THE BOARD’S
DECISION-MAKING
+ Insights acquired through consumer
engagement inform the Board’s thinking
around brand, marketing and future
pricing strategies
+ The Executive Directors review and
approve new store openings and
extensions at monthly Real Estate
Committee meetings, the activities of
which are reported to each Board meeting
+ The Executive Directors reviewed and
approved investments in a number of
consumer-focused initiatives during the
year, including distribution agreements
to bring products to additional markets,
new DTC, partner and outlet stores
WHAT ARE THEIR PRIORITIES?
+ Innovative, great quality,
durable products
+ Value for money
+ A great end-to-end customer
experience, be it in-store or online
+ Availability of the products they want
+ Socially and environmentally
responsible purchasing decisions
+ A product with which they have
an emotional connection
Consumers
HOW THE BOARD ENGAGES
+ Consumer insights and progress in
consumer-focused strategic projects
are reported to the Board through
updates from the Strategy Team and
CEO. These inform future initiatives
and ensure the Board is focused on
the consumer experience
+ The Executive Directors visited a
number of our showrooms, DTC and
partner stores in several of our key
global markets over the course of
GOVERNANCE
111
DR. MARTENS PLC ANNUAL REPORT 2025
HOW THE BOARD ENGAGES
+ The Board discusses Company
performance at each Board meeting and
received regular updates on the supply
chain during the year, including the work with
suppliers to unlock value and enable growth
+ The Board, supported by the Chief
Operating Officer (COO) who leads the
Global Supply Chain function, reviews
the long-term needs of the supply chain
network in the context of future growth
plans, particularly in terms of production
and logistical capacity
+ The COO is regularly invited to attend
Board meetings to offer his expertise
and perspectives on relevant matters
+ The Audit and Risk Committee is kept
updated on internal audit findings related
to supply chain audits
INFLUENCE ON THE BOARD’S
DECISION-MAKING
+ The feedback, insights and outcomes
from engagement with suppliers have
a significant impact on how the Board
shapes its strategic priorities. This includes
decisions relating to the Group’s logistical
capacity, determining the jurisdictions from
which we source materials or base our
manufacturing and the selection of our key
Tier 1 and 2 suppliers
+ The Board considers the global footprint
of manufacturing and distribution capacity
to optimise lead times and the spread of
risk across the business by ensuring there
is no over-reliance on any single market
WHAT ARE THEIR PRIORITIES?
+ Long-term collaboration
+ Responsible supply chain assurance
(including environment, modern
slavery and broader human rights)
+ Opportunities for further growth
+ Socially and environmentally
responsible operations
+ Prompt payment and fair terms
and conditions
Suppliers
OUR STAKEHOLDERS CONTINUED
+ Regular visits by the Executive Directors
to partner-operated stores, which in FY25
included stores in the Netherlands, Italy,
Japan and USA (Los Angeles and New
York) and their observations are reported
back to the Board
+ The CEO attends strategic country
meetings held with members of the Retail
leadership and B2B teams. In FY25 these
included sessions held in Amsterdam,
Tokyo, Portland, LA and New York
+ The CEO met with several key wholesale
partners. In FY25 both Kenny Wilson and
Ije Nwokorie met with key global partners’
senior leadership, providing our partners
with a smooth transition between CEOs.
Both Kenny and Ije’s observations were
reported back to the Board
INFLUENCE ON THE BOARD’S
DECISION-MAKING
+ The Executive Directors provide updates
on priority topics, such as wholesale
performance, at each Board meeting,
facilitating deep discussion and scrutiny
of the same by the Board
+ The Executive Directors review and approve
distributor, franchise and concession
store opportunities at monthly Real Estate
Committee meetings, the activities of which
are reported to each Board meeting
+ The Executive Directors review and
approve entry into distribution agreements
with new and existing partners to enter new
markets or expand our presence in existing
ones. These proposals are reported to
each Board meeting
WHAT ARE THEIR PRIORITIES?
+ Increasing brand visibility within
multi-branded retail environments
to attract new consumers
+ Delivering an exceptional,
seamless customer experience
both online and in-store
+ Building long-term relationships
+ Revenue, profit and sell-through
Partners
HOW THE BOARD ENGAGES
+ B2B performance is regularly reported
to the Board through updates provided
by the CFO
+ The Executive Directors participate in
regional budget meetings which include
reviews of local B2B strategies and
take the needs and product choices
of our B2B partners into account
112
DR. MARTENS PLC ANNUAL REPORT 2025
HOW THE BOARD ENGAGES
+ The Board approves key sustainability
projects where required and receives updates
on sustainability activities from the CEO,
who chairs the Sustainability Committee
+ The Board and Audit and Risk Committee
are updated on sustainability initiatives
through reports and presentations from
members of the Senior Leadership Team
+ ESG risks including climate-related risks
are included in the Group risk
management framework. Updates on
environmental, social and governance
risks and issues, such as regulatory
updates in ESG reporting, are provided
to the Audit and Risk Committee
+ Strategic sustainability updates and
projects are also presented to the
Operating Committee, which is attended
by the CEO and CFO
+ The Board oversees the Company’s broader
sustainability reporting within the Annual
Report. This is done through the Audit and
Risk Committee and the CFO’s membership
of the TCFD Steering Committee
+ Activities of the Dr. Martens Foundation
are also shared with the Board by
members of the Senior Leadership Team
INFLUENCE ON THE BOARD’S
DECISION-MAKING
+ The updates and findings outlined in the
Sustainability Report (from page 48) help
the Board assess the business’s impact
on various environmental factors and
shape its decisions on broader climate
and sustainability concerns
+ The Executive Directors, under delegated
authority from the Board, reviewed and
provided feedback upon a renewable energy
strategy which outlines the steps needed
to achieve our renewable electricity target
+ The Executive Directors, under delegated
authority from the Board, also approved
a new Global Human Rights Policy
+ The Company’s short-to-mid-term ESG
reporting strategy was approved by the
Audit and Risk Committee, after receiving
guidance from external legal counsel
WHAT ARE THEIR PRIORITIES?
+ Dr. Martens environmental impact,
including our climate-related risks
and opportunities
+ The use of sustainable materials in
our products and increased sourcing
of renewable energy
+ Our continued commitment to
diversity, equity and inclusion
+ The human rights of all people
impacted by Dr. Martens
business activities
+ The positive role we play in society
both at a local and global level
Environment & communities
GOVERNANCE
113
DR. MARTENS PLC ANNUAL REPORT 2025
OUR CULTURE
HOW WE ASSESS AND MONITOR
THE DR. MARTENS CULTURE
This page offers insight into how the Board
seeks to ensure that the Dr. Martens culture
remains aligned with our purpose, values
and our strategy, and the tools it employs
to monitor this on an ongoing basis.
DEFINING OUR CULTURE
Articulating in words the myriad tangible and
intangible factors which, collectively, make
up the Dr. Martens culture is a challenging
proposition, but one which the Board
believes is essential to establish a common
understanding within the organisation of
who we are, what we believe in and what we
stand for, which resonates with employees
and encourages them to do their life’s best
work at Dr. Martens.
The Board has always been clear that the
Dr. Martens culture is rooted in our brand
products and the people who adopt them;
from the original, boundary-pushing boot
created in 1960 through to the collection
of convention-challenging subcultures
with which it came to be associated.
The Board and all employees are expected
to demonstrate our three core values, ‘be
yourself’, ‘act courageously’ and ‘show
you care’. These balance belief in trusting
and respecting the freedoms of our people
with recognition of the responsibilities that
come with operating as part of a global
community. The Board therefore supports
and promotes the work of the Senior
Leadership Team in cultivating a working
environment which reflects these values;
respecting our people as individuals,
empowering them to challenge themselves
and trusting them to consider the impact
of their actions on others.
Taken as a whole, our culture and values
set the parameters for what our consumers,
employees and all other stakeholders can
expect from Dr. Martens in terms of how
we operate as a business.
PROTECTING OUR CULTURE
The Board’s responsibility for safeguarding
the Dr. Martens culture is an exceptionally
important facet of its role. It aims to set a
clear tone from the top, leading by example
through strong custodianship over the
brand and demonstrating our values.
The Board believes that the Executive and
Non-Executive Directors continue to act
with utmost integrity and conduct themselves
in a manner that is reflective of this aim.
A clear belief in the value of brand
custodianship and advocacy for our values
are also non-negotiable attributes for any
new Board or senior leadership appointment.
These were factored into the brief set by the
Nomination Committee prior to commencing
its search for the new senior appointments
made during the year. More information
about this can be found in the Nomination
Committee Report, from page 120.
MONITORING THE ALIGNMENT
OF OUR PURPOSE AND CULTURE
The Board monitors the alignment of
our purpose, values and strategy with
our culture in a number of ways. An online
Engagement and Inclusion Survey is
circulated annually to employees and
is a key element of the Company’s wider
employee listening strategy. It provides
an important snapshot of how our people
experience life at Dr. Martens.
Insights from the responses to the 2025
Engagement and Inclusion Survey can
be found on page 45.
A range of other important inputs are
also considered by the Board, including
regular updates at Board meetings
presented by members of the Senior
Leadership Team on specific focus areas
and initiatives within their functions, as
well as through our network of ‘Culture
Champions’ and employee relations
groups who actively promote our culture
among our employee communities.
The Board has identified ‘People, culture
and change’ as a principal Group risk,
reflecting its importance to the Group as
a whole and its significance to our ability
to effectively execute our strategy. More
information on our principal risks can be
found on pages 36 to 41.
Robyn Perriss continues to engage with
employees in her capacity as our Employee
Representative Non-Executive Director
through her ongoing programme of listening
sessions. Updates on the key themes of
the discussions during these sessions are
fed back to the Board at each meeting,
providing it with another effective means
of monitoring culture through an employee
lens and gaining essential insight into the
matters and issues that are important to
them. More information about the sessions
Robyn hosted during FY25 is provided on
the following pages.
Overall, the Board remains confident that
the Dr. Martens culture is well-established
across the global business, that it strongly
connects with and is ‘lived’ by our people
and it continues to support the ongoing
and successful delivery of our strategy.
Read more about our culture in the
Strategic Report on pages 44 to 47
More information about how we
invest in and reward our workforce
can be found from page 128
114
DR. MARTENS PLC ANNUAL REPORT 2025
Q&A
ROBYN PERRISS, EMPLOYEE REPRESENTATIVE NON-EXECUTIVE DIRECTOR:
Q&A AND EMPLOYEE LISTENING GROUP INSIGHTS
AMPLIFYING
OUR EMPLOYEE
VOICE
GOVERNANCE
115
DR. MARTENS PLC ANNUAL REPORT 2025
Who did you hold sessions with this year?
My sessions in FY25 included participants from our
retail and office teams in APAC, USA, UK, EMEA
and our Northampton factory and office. Additionally,
Lynne Weedall, Chair of the Remuneration Committee
and fellow Board member, hosted a ‘fireside Q&A’ with
employees in the UK and EMEA which focused on the
work of the Remuneration Committee and its approach
to executive remuneration. We also held more sessions
in total than last year (nine in FY25 vs five in FY24)
to ensure we were able to obtain as much feedback
as possible following the significant changes which
impacted the business during the year, particularly
from a people perspective.
Can you describe how your employee listening sessions work?
The sessions bring together groups of employees from
across the global organisation and provide an open,
confidential platform for them to talk about how they
experience working at Dr. Martens and share their
views on the issues which matter to them. Selection is
random, albeit targeted at specific business functions,
regions and seniority levels to ensure we cover as
much of the organisation as possible. I don’t have
a say in who’s chosen, and there are only limited
circumstances under which the list of attendees for
any given session may change, such as if it contains
individuals who have already attended a session during
the year, or in the unlikely event that an employee
is selected to attend the same session as their line
manager. This helps ensure that we have a solid
foundation for open, honest conversations and gives
us the chance to touch on all aspects of the business
throughout the year.
I’m all about keeping these sessions as transparent
and comfortable as possible, and make sure I’m up
to date before each session on what’s going on in
the wider business and any issues which might be
impacting those I’m due to meet. This allows me to
guide the conversation more effectively so we can
explore the issues which matter most.
Key employee
engagement
timeline
JULY 2024
+ USA retail
listening group
OCTOBER 2024
+ EMEA (non-retail) listening group
+ Head Office, Camden, listening group
NOVEMBER 2024
+ Camden listening group
(mixed levels)
OUR CULTURE CONTINUED
A love of the Dr. Martens culture
+ Strong affinity across the organisation
with the Dr. Martens culture
+ Employees feel able to be their authentic
selves in an inclusive environment
+ Deep camaraderie, teamwork and
collaboration within and between
teams and functions
Growth, workload and
capacity challenges
+ High degree of dedication to exploring
opportunities for career growth where
possible and available
+ High workloads limiting capacity
to take on new challenges
Organisational cohesion
+ Appreciation of the availability of
opportunities to progress between
store, office, regional and global roles
+ Strong links between stores and
offices, with many employees having
worked in both environments
Operational opportunities
+ Regional and global ‘go-to-market’ and
marketing calendars could be better
aligned to mitigate duplication of effort
+ Connections between regional and
global teams could be strengthened to
improve decision-making and reduce
duplication of effort
‘Bouncing forwards’
+ A strong sense of optimism for future
growth potential, brand energy and
the product pipeline
+ Encouraging feedback on internal
engagement events, such as
Town Halls, which were felt to be
re-energising and informative
+ Positive response to the appointments
of Ije and Giles as CEO and CFO
+ Motivation to meet performance
targets and potentially earn a bonus
WHAT WE HEARD FROM PARTICIPANTS AT
OUR EMPLOYEE ENGAGEMENT SESSIONS
89%
FY25 Engagement and Inclusion
Survey response rate
9
Employee Listening Groups
held in FY25
116
DR. MARTENS PLC ANNUAL REPORT 2025
JANUARY 2025
+ USA non-retail listening group
+ ‘Share with Ije’ initiative
FEBRUARY 2025
+ Cobbs Lane office and Northampton
factory listening groups
MARCH 2025
+ APAC listening group
+ Remuneration fireside chat with UK and EMEA
(mixed levels)
How often do you feed back to the Board and Global
Leadership Team?
I share updates on the insights gathered from recent
listening sessions at each Board meeting, and also raise
any specific issues with the Executive Directors as and
when needed. This ensures the Board stays informed
about the overall sentiments of the workforce, including
any specific trends or nuances within particular offices
or regions. The Board was especially interested in how
employees were feeling with regard to the changes in
leadership and headcount reductions which took place
as part of our cost action plan.
I also work closely with the GLT and senior managers
to ensure that feedback is taken forward by the
appropriate people to drive change where necessary,
or to ensure that practices that employees have
expressed satisfaction with are continued and further
improved where possible. I also share anonymised
notes from each employee listening session with the
Chief People Officer. These sessions are attended
by members of the Learning and Development Team,
and the themes discussed directly shape strategies
relating to people and engagement.
How do you think the sessions are viewed by the participants?
I’ve found that employees who might come into the
session with concerns quickly feel reassured when
they realise their feedback will be shared with the Board
and GLT on a completely anonymous basis. They
understand that I’m genuinely interested in hearing
honest views, so that the Board and GLT have the
right insights to make informed decisions, shape our
people strategy and monitor the overall health of the
Dr. Martens culture. Some people prefer to follow up
with me after the session for more detailed discussions
but, overall, most participants feel comfortable speaking
up and sharing their perspectives with the group, be
they positive or constructively challenging.
Many employees thank us for the opportunity to voice their
opinions, with some even sharing that they haven’t had
this kind of open dialogue in other organisations. After the
sessions, we will where possible action any ‘quick wins’,
for example, connecting employees on specific issues
or providing information they’ve requested.
I also use the sessions to highlight people initiatives
within the Company. For example, I reminded participants
about Ije’s request for them to share their thoughts
with him by email, reiterated to them why this was an
important exercise and encouraged them to respond.
Our Learning and Development Team also takes the
opportunity at each session to explain initiatives such
as the ‘DM Way’ development framework in more detail.
+ Ongoing monitoring of employee perspectives via listening
sessions, surveys and other touchpoints
+ Celebrating the diversity of our global workforce during events
including Black History Month, International Women’s Day and Pride
+ Internal events held to celebrate key business milestones,
such as the 65th anniversary of the 1460 boot
+ Initiatives to drive improved dialogue and information flow
between the business and leadership, from the DM Way career
growth framework to the CEO’s internal newsletter ‘The Ije Edit’
+ To support teams in acclimatising following the headcount
reductions during the year, a toolkit was shared with leadership
teams to guide them in identifying their priority workstreams
and pausing non-critical projects
+ Launched the ‘DM Way’ framework for employees to develop
their careers, supported by a detailed training programme
+ The ‘Share With Ije’ initiative through which employees were
invited to share perspectives with the CEO during his first
weeks in the role, insights from which were shared
(anonymously) with the Board to guide future people-focused
initiatives and improve ways of working
+ Continuing to deliver our award winning Leader Essentials,
Manager Essentials, Retail Leader and Retail Manager
programmes and developing further opportunities for our
people to become more involved in key strategic initiatives
+ Routine sharing of role openings internally
+ Regular visits by Board and GLT members to stores to engage
and build connections with retail teams
+ Opportunities for employees to present on relevant topics
within their areas of expertise at Board and GLT meetings
+ Events such as fireside chats, webinars and other internal
discussion forums enable our senior leaders, including the Board,
to share career stories and advice with the wider business
+ Improving the visibility of the GLT and Board members through
site visits and engagement activities, such as informal
employee lunches with the GLT members
+ The GLT’s considerations regarding the future operating model
will identify opportunities for further improvement
+ Regular updates on milestones, product launches and other
topics of interest at global Town Halls and other events to
reinforce employees’ connections with the brand and strategy
+ ‘Spotlighting’ individuals and teams by the GLT at Town Halls,
celebrating their achievements and showcasing their work
+ Updates on business performance from the CFO following
results announcements to ensure employees are well-informed
+ Regular, detailed discussions at the Remuneration Committee
on setting stretching but realistic bonus targets which
employees are motivated to achieve. Read more about the
Global Bonus Scheme on pages 131 to 144
WHAT HAVE WE DONE AND WHAT ARE WE DOING?
GOVERNANCE
117
DR. MARTENS PLC ANNUAL REPORT 2025
OUR CULTURE CONTINUED
HOW THE
BOARD
MONITORS
CULTURE
BE
YOURSELF
SHOW
YOU CARE
THE DM WAY
Endorsed by the Board,
the ‘DM Way’ provides the
framework for growth and
development at Dr. Martens.
The CEO participated in
its launch during the year,
sharing guidance on how it
can be used to drive success.
ANNUAL ENGAGEMENT AND
INCLUSION SURVEY AND
TOUCHPOINT SURVEYS
This assists the Board in monitoring the
health of our culture annually and after
key events, through understanding how
our employees experience working at
Dr. Martens. This in turn helps shape the
Board’s ‘people priorities’ going forwards,
as well as specific initiatives at Group,
function and individual team level.
COMMUNICATIONS
A variety of internal
communications reinforce
our culture and reiterate
our values, from video and
written blogs by Ije Nwokorie
(‘The Ije Edit’) to our ‘Mixtape’
newsletter and the ‘On Air’
digital employee magazine.
BOARD EVALUATION
The annual Board Evaluation
provides the Board with an
opportunity to reflect on all
aspects of its performance,
including the extent to which
it has been effective in
promoting the Dr. Martens
culture and that the Directors
themselves continue to set
a clear ‘tone from the top’
by demonstrating our values.
THE DOCTRINE
Brings together our key, global
policies to form our employee
code of conduct. Presented
in a straight-forward, concise
and user-friendly format, the
DOCtrine comprises distinct
sections which also form the
basis of our compliance
e-learning programme, enabling
better understanding of how our
behaviours are applied across
the business.
118
DR. MARTENS PLC ANNUAL REPORT 2025
ACT
COURAGEOUSLY
LEADERSHIP
BEHAVIOURS
Our leadership framework sets
out the key attributes, mindsets
and behaviours needed to be a
successful leader at Dr. Martens
and is embedded into the
leadership assessment and
development programmes
for senior employees.
INFORMAL CHANNELS
Important employee or
stakeholder feedback received
via informal channels that
pertains to or potentially impacts
our culture or values is reported
to the Board or relevant
committee as appropriate.
REMUNERATION
The Remuneration Committee ensures
that our remuneration philosophy
and culture align. It promotes brand
custodianship through initiatives
including encouraging share
ownership via our employee share
plan, while Employee Listening
Groups provide opportunities for our
people to learn about and discuss
how executive pay is structured with
our Remuneration Committee Chair.
DIVERSITY,
EQUITY & INCLUSION
The Nomination Committee
monitors the diversity, equity
and inclusion strategy at
Dr. Martens, which determines
how we want to create an
inclusive workplace for our
people and is a key element
of our culture.
TOWN HALLS
The CEO, CFO and GLT lead
regular, interactive ‘Town Halls’.
These are important touchpoints
in terms of promoting our culture,
bringing our people together
from across the globe to hear
and ask questions about key
initiatives, results and events
in an engaging format.
EMPLOYEE
LISTENING SESSIONS
Employee Representative
Non-Executive Director
Robyn Perriss regularly meets
with groups of employees
from different regions and
business functions to discuss
their priorities and updates
the Board on the themes
of these discussions.
MARKET VISITS
As custodians of our global
brand, Board members and
the GLT regularly visit our
key markets and engage with
our people ‘on the ground’,
strengthening the links between
the regional businesses and
promoting our culture globally.
FORMAL CHANNELS
Our Board-approved
Whistleblowing Policy
helps foster a safe working
environment across the
organisation by providing a
confidential way for our people
to report serious issues without
fear of retaliation, promoting
transparency, accountability
and trust within the Company.
CELEBRATIONS
Board members participate in
events held to mark important
milestones such as the recent
1460 boot anniversary
celebrations.
GOVERNANCE
119
DR. MARTENS PLC ANNUAL REPORT 2025
NOMINATION
COMMITTEE REPORT
ROLE OF THE COMMITTEE
To lead the process for appointing Directors to the Board
and key senior leadership positions, ensuring that
appropriate procedures are in place for the nomination,
selection, training and evaluation of Directors.
COMMITTEE MEMBERSHIP
The Company’s Independent Non-Executive Directors,
Tara Alhadeff and the Chair of the Board. Robert Hanson
joined the Committee on his appointment to the Board
in March 2025. The Committee will continue to monitor
its composition to ensure it remains appropriate and
reinforces our ability to provide independent oversight.
Katherine Bellau succeeded Emily Reichwald as secretary
to the Committee on joining the business in June 2024.
Board member biographies P102 to 105
FOCUS AREAS FOR FY26
+ Board and GLT succession
+ Monitoring the Group-wide people
and diversity strategies
+ Setting our new Board appointments
up for success in their new roles
EFFECTIVENESS
The Committee’s effectiveness during FY25 was reviewed
as part of the externally facilitated Board Effectiveness
Review. Details of this can be found on pages 126 and 127.
“The Committee’s key priority
during FY25 was overseeing
an orderly transition to a new
CEO with minimal impact on
day-to-day operations.”
LYNNE WEEDALL
CHAIR OF THE NOMINATION COMMITTEE
KEY RESPONSIBILITIES
+ Recommending potential Board and senior management
appointments and reappointments to the Board
+ Overseeing the inductions of new Board members and the ongoing
training, as appropriate, of the Board
+ Reviewing and making recommendations to the Board in relation
to Board and senior management succession planning, including
ensuring plans are in place for an orderly succession
+ Overseeing the development of a diverse succession pipeline
and the Company’s policy on Board, senior management and
workforce diversity
+ Reviewing and monitoring the effectiveness of the Company’s
policies, objectives and strategies relating to diversity and inclusion
Further detail on the role and remit of the Committee
can be found within its terms of reference, available at
www.drmartensplc.com
COMMITTEE COMPOSITION COMMITTEE MEMBERS
Number of meetings
attended/max number
could have attended:
Lynne Weedall
(Committee Chair)
9/9
Tara Alhadeff
1
8/9
Robert Hanson 0/0
Andrew Harrison 9/9
Paul Mason
2
9/9
Robyn Perriss
3
8/9
Ian Rogers 9/9
1. Did not attend the meeting on
10 January 2025 due to other
business commitments.
2. Not present for discussions relating
to his succession.
3. Did not attend the meeting on
17 December 2024 due to other
business commitments.
AS AT 30MARCH 2025
Female 43%
Male 57%
120
DR. MARTENS PLC ANNUAL REPORT 2025
I am pleased to present the Nomination Committee’s report for FY25.
My introductory letter to this year’s report sets the scene in terms of
the Committee’s activities and priorities during the year, particularly
our new Board appointments, the CEO transition process and
planning for the Board’s future succession needs. The wider report
then explains our considerations relating to the composition, skills
and diversity of our Board, the recruitment and induction processes
undertaken by our new Directors, and an overview of the external
Board review, which concluded in early FY26.
The Committee’s key priority during FY25 was overseeing an
orderly transition to a new CEO with minimal impact on day-to-day
operations. We also recommended the appointments of two new
Non-Executive Directors, made further progress in reshaping the
GLT for the long term and, in late Q4, commenced our triennial,
externally facilitated Board Review.
CEO TRANSITION
Following the robust recruitment process described in last year’s
Annual Report, the Committee’s focus this year was very much on
supporting a smooth handover of responsibilities from Kenny Wilson
to our new CEO, Ije Nwokorie, and we were delighted to formally
welcome Ije back to the Board in his new role in January 2025.
Kenny then remained with the business until March, during which
time he continued to be available to Ije and the Board to share his
invaluable experience in an advisory capacity and provide further,
welcome support during Ije’s first few months as CEO. He leaves
the business with our sincere thanks and best wishes for the future.
Ije and Kenny worked closely together for much of the year as they
progressed through the CEO transition plan. Kenny continued to
lead the business while Ije focused on delivering his priorities as
Chief Brand Officer during the first half of FY25 before increasing his
exposure to the CEO’s rhythms and routines into H2. This included
accompanying Kenny and Giles on site and market visits in the
USA, EMEA and APAC, and attending meetings with key wholesale
partners. On becoming CEO in January, Ije’s induction focused
on deepening his understanding of his additional responsibilities.
INDEPENDENT BOARD CAPABILITY REVIEW
Early in the year we commissioned independent consultancy MWM
to undertake a detailed review of the Board’s skills and capabilities.
The purpose of this was to assist the Committee in thinking holistically
about the future role and requirements of the Board, particularly in
ensuring it possesses the right balance of knowledge and experience
to support the new CEO and provide him with the required level of
strategic guidance and oversight. Through this exercise we identified
opportunities to improve the Board’s skillset in areas where we felt
additional expertise would be essential for the future. This in turn
helped shape the brief which informed our subsequent search for
new Non-Executive appointments, more about which below.
NON-EXECUTIVE APPOINTMENTS
Later in the year, the Committee recommended to the Board
the appointments of Robert Hanson and Benoit Vauchy as Non-
Executive Directors. Robert brings essential experience of the
North American market and a proven track record in senior roles
at a number of international consumer brands, including extensive
prior experience as a CEO. Benoit brings significant experience
as a seasoned financial leader, and his appointment reaffirms the
commitment of our largest investor, Permira, to the long-term
success of the business. The Committee’s recommendation to
appoint them followed robust assessments of their suitability for
the role against the requirements identified in the earlier Board
capability review. I am pleased to confirm that these processes
were detailed and exhaustive and, ultimately, resulted in two
high-quality appointments which augment the Board’s skillset
in strategically significant areas where it previously lacked some
strength in depth, including further P&L and digital leadership
and, critically, deep USA market experience.
BOARD DIVERSITY
The gender diversity of our Board reduced as a result of the new
appointments made during FY25, with women now occupying 30% of
Board positions (43% in FY24). Overall, the new Board appointments
made during the year had a mixed impact on its compliance with the
targets set out in the Listing Rules, with the decline in the proportion
of women on the Board partially offset by the appointment of Ije, who
is from a minority ethnic background, as CEO, while I continue to
serve in the ‘senior board position’ of Senior Independent Director.
The Committee recognises that the reduction in the Board’s gender
diversity places us below the 40% target but is confident that the
Board possesses a diverse set of skills, relevant experience and
breadth of thinking. We will continue to keep the diversity of our
Board under review and monitor diversity across the organisation.
More detail on the progress made in this area during the year can
be found in the Sustainability Report on page 74 and 75.
During the recruitment process for our new Board members we
were pleased to see that the pool of high-calibre female candidates
has continued to deepen. Special consideration for suitable female
candidates was among the initial search criteria, and several were
interviewed during this period. Ultimately, we had a duty to make our
recommendations based on the candidates who most closely fit the
brief, were potentially available and open to discussing the role. We
are confident that Robert and Benoit are the right appointments for
the Board at this stage of the Company’s development. Both have
broadened the diversity of skills and capabilities on the Board as a
whole and, on behalf of the Board, I am happy to recommend their
election at the upcoming AGM.
CHAIR SUCCESSION
The Committee also discussed succession planning for the Chair,
clarifying our aspirations for the profile of the individual who will
ultimately succeed Paul Mason in the role. We discussed Paul’s
crucial role in supporting the CEO transition and Non-Executive
appointment processes during the year, and reaffirmed our belief
that the continuity secured by his ongoing leadership remains in
the Company’s best interests at this juncture. We are, however,
mindful of the ‘comply or explain’ stipulations of the UK Corporate
Governance Code in relation to chair tenure and independence,
and will keep Paul’s long-term succession plan under review.
LOOKING TO FY26
With a new executive team in place and the composition of our
Board refreshed with two new Non-Executives, the key items on
the Committee’s agenda for FY26 will be finalising recruitment in
key GLT roles and supporting the Company’s people and diversity
strategies. We will also continue to focus on supporting Ije during
his first full year as CEO, onboarding our new Board members and
on opportunities to further improve the effectiveness of the Board
following these recent changes.
LYNNE WEEDALL
CHAIR OF THE NOMINATION COMMITTEE
4 JUNE 2025
GOVERNANCE
121
DR. MARTENS PLC ANNUAL REPORT 2025
NOMINATION COMMITTEE REPORT CONTINUED
FY25 activities timeline
APRIL 2024
+ Reviewed progress in
the search for a CEO
successor, including the role
specification and external
and internal candidates
+ Formally recommended
Ije Nwokorie to the Board
as the standout candidate
to succeed Kenny Wilson
MAY 2024
+ Reviewed the Board’s skills
and capabilities matrix
+ Agreed to review the
external market for potential
new Non-Executive
appointments and conduct
an initial scoping exercise
for the eventual succession
of the Chair
+ Reviewed the CEO
transition plan
+ Discussed GLT succession
and recruitment
BOARD COMPOSITION AND SUCCESSION
Monitoring the Board’s composition and ensuring its mix of skills
and experience is optimised around the needs of the business
is a key responsibility of the Committee, enabling it to identify
any relevant gaps in the Board’s cumulative skillset and helping
to shape the brief for prospective Board appointments. A summary
of the Board’s current skills is set out on page 105.
During the year, the Committee reviewed the Board’s capabilities
and composition and assessed these against the Company’s
strategic objectives. It agreed that, with a new CEO stepping into
the role later in the year and given the strategic focus on returning
the USA business to sustainable growth, there was a clear need
to augment the Board’s existing skillset with deeper experience of
the USA market, particularly in wholesale operations, and to bolster
it with further financial leadership and company transformation
experience. This kickstarted the process which ultimately resulted
in the appointments of Robert Hanson as an Independent Non-
Executive Director and Benoit Vauchy as a Non-Independent
Non-Executive Director in late FY25, an overview of which is set
out on page 123, opposite.
The Committee’s recommendation to appoint Benoit Vauchy to the
Board was made further to his nomination to the position by IngreGrsy
Ltd, the Company’s largest investor (which is wholly owned by funds
advised by Permira Advisers LLP), and followed a full assessment
of his suitability for the role and compatibility with the Dr. Martens
organisation and culture undertaken by the Committee. Benoit’s skills
and professional experience were reviewed by the Committee and
evaluated against its own requirements, particularly in respect of the
capability gaps it had identified earlier in the year. It subsequently
agreed that Benoit’s significant financial leadership and business
transformation experience would be beneficial to the Board and the
wider organisation, and that his nomination represented a strong
demonstration of Permira’s long-term commitment to the success
of Dr. Martens.
Looking ahead, senior succession will remain a key area of focus
for the Committee during FY26 as it plans for the future and as the
business continues to reshape the Senior Leadership Team.
EFFECTIVENESS AND INDEPENDENCE OF THE CHAIR
Board Chair Paul Mason was independent on his initial appointment
to the Board in 2015, in accordance with Provision 9 of the UK
Corporate Governance Code (the Code), however was not
considered independent on the Company’s admission to listing
in 2021 when assessed against the independence criteria set
out in Provision 10 of the Code.
As reflected in the activities timeline to the left, the Committee had a
number of discussions during the year on the subject of future Board
planning, including in relation to the future succession of the Chair.
In particular, the Committee discussed the benefits and broader
implications of Paul Mason’s continued leadership of the Board and
considered the wider business context, particularly the potentially
destabilising impact on the organisation of the changes to the Board
and Senior Leadership Team implemented over the course of FY25
and the need to minimise any impact on day-to-day activities.
On this basis, it remains the view of the Committee that Paul’s
continuation as Chair helps facilitate effective succession planning
and secures invaluable continuity and stability of leadership on the
Board, while providing welcome support and guidance for Ije during
the early phases of his tenure as CEO. It also provide ample
opportunities for Paul’s extensive knowledge of the business and his
deep consumer brands experience to be further shared and leveraged
alongside the process to identify his successor, both to support the
development of the GLT and for the benefit of the wider organisation.
The Committee and Board remain confident in Paul’s continued
leadership and believe that it remains in the best interests of the
Company and shareholders as a whole for him to remain in the
role until a suitable successor is identified in due course.
Separately, Paul’s effectiveness was reviewed as part of the
externally facilitated Board Effectiveness Review. This found
that Paul continues to lead the Board effectively, setting a strong
example by demonstrating objective judgement and promoting
a healthy culture of open, honest debate in the Boardroom.
JULY 2024
+ Reviewed and discussed
the list of potential
Non-Executive Director
candidates and agreed
next steps
+ Discussed future Board
planning, focusing
in particular on Chair
succession
SEPTEMBER –
DECEMBER 2024
+ Reviewed progress of the
Non-Executive Director
and GLT searches
+ Re-affirmed the required
criteria for and considered
a refreshed list of
Non-Executive Director
candidates
+ Discussed Permira’s
potential nomination
of a second Director
to the Board
+ Discussed Board
Chair succession
JANUARY – MARCH 2025
+ Discussed GLT succession
and agreed the appointment
of a new Chief Brand Officer
+ Recommended the
appointments of Robert
Hanson and Benoit Vauchy
as Non-Executive Directors
122
DR. MARTENS PLC ANNUAL REPORT 2025
Non-Executive Director
appointment process
The following timeline sets out the key stages of the process which concluded
with the Nomination Committee’s recommendation to appoint Robert Hanson
and Benoit Vauchy as the Board’s newest Non-Executive Directors. The
Committee is satisfied that the process described on this page was thorough
and robust, with a diverse range of candidates considered on equal terms.
STAGE 1: SETTING THE BRIEF
The Board instructed the Nomination Committee
to proceed with establishing a brief based on
the observations of the independent Board skills
review conducted early in FY25. This set out the
skills, attributes and experience which the Board
required of prospective candidates, including:
+ Successful track record of brand leadership
in a business of scale in an analogous sector
+ Deep experience of the North American market
with a global mindset
+ Financial leadership and P&L experience
+ Digital experience
STAGE 2: CANDIDATE SEARCH
The Committee engaged executive search
firm MWM Consulting (MWM) to undertake the
search for candidates based on the agreed brief.
Particular consideration was given to female
candidates meeting the criteria, given the
Board’s aspiration to broaden the diversity of
its membership where possible and practicable.
Alist of candidates was identified and updates
shared with the Committee via the Committee
Chair for its consideration.
STAGE 3: ASSESS AND INTERVIEW
The Committee reconvened regularly to discuss
progress and review the profiles of the candidates
most closely meeting the criteria set out in the brief.
Its assessment covered the potential compatibility
of each candidate with the Dr. Martens culture, the
degree to which the technical criteria were met and
their availability or interest in the role.
Several candidates were contacted to schedule
initial meetings with Lynne Weedall and
Paul Mason to explore their potential interest and
suitability in more depth, and initial interviews
were conducted alongside the continuing search.
The Committee reconvened to discuss the
challenges encountered during the search and
assessment stages, including difficulties in
identifying candidates meeting all aspects of the
brief together with a lack of availability among
those who did within the necessary timeframe.
The Committee re-affirmed its commitment to
the key criteria set out in the brief, particularly
USA market and brand leadership experience.
A new shortlist of high-calibre candidates was
identified and meetings arranged with members
of the Committee.
STAGE 4: OFFERING THE ROLE
While many candidates possessed exceptional
credentials, the Committee agreed that Robert
Hanson and Benoit Vauchy possessed
complementary skillsets which strongly reflected
the key criteria in the brief and a good degree
of cultural compatibility with the Board.
The roles were formally offered to Robert and
Benoit, accepted and announced on 12 February,
with both taking up their positions with effect
from February 2025. Details of their induction
processes can be found on page 124.
GOVERNANCE
123
DR. MARTENS PLC ANNUAL REPORT 2025
NOMINATION COMMITTEE REPORT CONTINUED
DIRECTOR TENURE
All the Independent Non-Executive Directors have served for fewer
than nine years on the Board. The longest-serving Independent
Non-Executive Directors are Lynne Weedall, Robyn Perriss and
Ian Rogers, all of whom will have served on the Board for four years
as at the date of the Company’s next AGM. The Board’s longest-
serving Director is Tara Alhadeff, who has served for ten years as
at the publication date of this Annual Report.
The technical parameters of Tara Alhadeff’s appointment to the
Board were established at the time of the Company’s admission
to listing and set out in the relationship agreement with our largest
shareholder, IngreGrsy Ltd. This agreement was amended during
the year to increase the number of Non-Independent Directors
which IngreGrsy Ltd is permitted to nominate to the Board from
one to two. Further details of the Company’s relationship agreement
with IngreGrsy Ltd, including the amendments made during the year
and the stipulations in respect of its ability to nominate Directors
to the Board, can be found in the Directors’ Report on page 157.
Overall, the Board values the depth of experience, insight and
continuity that Tara continues to contribute to the Board, particularly
during this period of significant change in senior leadership.
Both Benoit and Tara will stand for election at the upcoming AGM,
alongside the rest of the Board, which is happy to recommend
their election or re-election for a further year.
NON-EXECUTIVE DIRECTOR INDEPENDENCE
Over half of the Dr. Martens plc Board (excluding the Chair)
comprised Independent Non-Executive Directors during FY25,
each of whom is identified on pages 102 to 105, and it continues
to meet this requirement further to the appointments of Robert
Hanson and Benoit Vauchy in March 2025. The memberships of
both the Remuneration and Audit and Risk Committees continue
to comprise Independent Non-Executive Directors only, while the
Nomination Committee comprises all of the Independent Non-
Executive Directors, Tara Alhadeff and the Chair of the Board.
The Board has also determined that, with the exceptions of Tara
Alhadeff and Benoit Vauchy, the Non-Executive Directors remain
free from relationships or circumstances which may (or could appear
to) affect their judgement. Tara Alhadeff and Benoit Vauchy are not
considered to be independent for the purposes of the UK Corporate
Governance Code. Both Tara and Benoit were appointed to the
Board by IngreGrsy Ltd pursuant to its relationship agreement with
the Company, as detailed in the ‘Director tenure’ section above and
in the Directors’ Report on page 157.
NON-EXECUTIVE DIRECTOR TIME COMMITMENT
Non-Executive Directors are expected to avoid holding an excessive
number of external appointments. However, these vary significantly
in terms of their complexity and required time commitment, so are
assessed by the Board on a case-by-case basis. When doing so,
the Board considers the number of board positions that the Director
in question holds at other public companies alongside the likely ‘size’
of their new role. It also takes into account externally published
guidance and proxy voting guidelines to ensure the principles of
major investors in respect of ‘overboarding’ are considered.
Directors’ external commitments are reviewed regularly by the Board
and monitored with the assistance of the Company Secretariat
function. The Board is satisfied that each of the Non-Executive
Directors continues to allocate sufficient time to their duties as
Directors of the Company and to meet its expectations of them.
DIRECTOR INDUCTION PROCESS
Newly appointed Board Directors and GLT members undertake
personalised induction programmes when they join the business,
facilitated by the Company Secretary. These are designed to bring new
leaders up to speed on the Company’s global business operations,
strategy, culture and governance as quickly as possible and
establish a solid foundation on which to be successful in their roles.
Each programme is tailored around the specific needs of the
individual, though will typically incorporate a combination of the
following elements:
+ One-to-one introductory meetings with the GLT, other senior
leaders and external advisers
+ Visits to select stores and wholesale retailers to provide insight
into core retail operations
+ An opportunity to visit the Cobbs Lane factory and office, engage
with employees and learn about the end-to-end production process
+ An initial market visit accompanied by the relevant Regional
President, providing an initial overview of local market operations
+ For new Board members, receiving a suite of Company
documents comprising reports, past Board and Committee packs,
policies and procedural documents to broaden understanding of
the Company’s internal governance framework
+ New members of the GLT are also invited to present their initial
observations and reflections to the Board, usually after they have
been in-role for at least three months
Having only joined the business at the end of FY25, the inductions of
Robert Hanson and Benoit Vauchy are ongoing as at the publication
date of this report, however are progressing in line with the process
described above. Full details of these will be disclosed in our FY26
Annual Report.
All new Board Directors and GLT members have access to the
support and advice of the Company Secretary and are encouraged
to continue to meet regularly with other senior leaders after their
inductions have concluded to establish strong, supportive working
relationships, build rapport and share experience.
BOARD GENDER AND ETHNIC DIVERSITY
Details on the diversity of the Board and the wider Senior Leadership
Team can be found on page 98. The numerical data tables the
Company is required to disclose under LR 6.6.6R(10) can be found
in the ‘At a glance’ section on pages 98 and 99.
The Committee is mindful of, and continues to support, the
recommendations of the FTSE Women Leaders Review, the
Parker Review and the diversity targets set out in the Listing Rules.
As at the reference date of 30 March 2025, the Board met two of
the three targets set out in LR 6.6.6R(9), as follows:
+ Lynne Weedall continues to serve as Senior Independent Director,
therefore the Board continues to meet the target to have at least
one woman in a senior Board position
+ With the appointment of Ije Nwokorie as CEO, the Board once
again met the target for at least one member of the Board to
be from a minority ethnic background
+ As a result of the new appointments to the Board during the year,
it no longer meets the target for at least 40% of its members to
be women (30% as at the date of this report)
124
DR. MARTENS PLC ANNUAL REPORT 2025
THE BOARD’S POLICY ON DIVERSITY
The Board is committed to ensuring that diversity, equity and
inclusivity remain among its core tenets and underpin all future
appointments to the Board, GLT and the memberships of the
Audit and Risk, Remuneration and Nomination Committees,
be it diversity of gender, background, heritage, sexuality or any
of the many aspects of identity that make individuals unique.
Further, it continues to support the business in fostering a
culture that enables talent to progress at Dr. Martens irrespective
of any of these factors.
All recommendations for future Board and senior leadership
appointments are made on merit following rigorous search
and recruitment processes that focus on individuals possessing
specific skillsets and experience that have been identified as
essential for the business to achieve its strategic ambitions.
This ensures the appropriate balance of skills and experience
across our senior leadership, the Board and the Audit and
Risk, Remuneration and Nomination Committees is maintained
or improved.
The Board is mindful of the recommendations of both the Parker
and FTSE Women Leaders Reviews and the targets and ‘comply
or explain’ reporting requirements set out in the Listing Rules and
it remains the Board’s intention to meet or exceed these targets
on an ongoing basis.
The Board is pleased to have met the prescribed targets relating
to its ethnic diversity and the appointment of a woman to at least
one of the ‘big four’ Board roles of Chair, Chief Executive Officer,
Chief Financial Officer or Senior Independent Director. While
the Board does not currently meet the 40% target for female
membership, as explained on page 121, it remains its intention
and aspiration to do so and this will continue to be an important
focus area for the Nomination Committee going forwards.
The Board is clear that adherence to the principles outlined above
facilitates broader, richer debate and ultimately results in better
decision-making in the interests of the business, the Company’s
shareholders and wider stakeholder groups.
Additionally, and although technically outside of the scope of the
Listing Rules targets, each of the Principal Committees continues
to be chaired by a female Board member. Lynne Weedall chairs both
the Nomination and Remuneration Committees, while Robyn Perriss
chairs the Audit and Risk Committee and plays an additional formal
role as the Company’s Designated Employee Representative
Non-Executive Director.
The Committee will ensure that the recommended targets relating
to gender and ethnic diversity on the Board remain central factors
in its considerations in respect of the Board’s composition and
long-term succession planning. It further confirms that it will also
continue to ensure that Board and senior recruitment processes will
be conducted in a manner which encourages and invites a diverse
mix of candidates in terms of gender, social and ethnic backgrounds
as well as cognitive and personal strengths.
The Board’s policy on diversity is set out in the section below
DIVERSITY IN THE WORKFORCE
The diversity of the wider leadership team is monitored with
reference to data extracted from the Company’s secure HR
information system, Dayforce. All employees are able to use this
system to provide information relating to their identity and their
individual diversity data, including gender and ethnic background,
should they wish to do so. All information provided in this manner
is confidential and managed in line with the Company’s data
protection and privacy obligations.
The data indicates that, as at the reference date of 30 March 2025,
75% of our GLT excluding the Executive Directors were men and 25%
women. The data relating to the next layer of senior management
indicates that 54% were men (50% in FY24) and 46% women (50%
in FY24), with no employees identifying as non-binary or preferring
to self-describe (none in FY24).
Across the global workforce (and based on a response rate of 63%),
63% (1,375 employees) identified as female, 31% (689 employees)
male and 5% (104 employees) non-binary, with 1% (26 employees)
preferring to self-describe.
More information about the progress the business made
during the year towards achieving its diversity aspirations
for the global workforce can be found in the Sustainability
Report on pages 74 and 75
GOVERNANCE
125
DR. MARTENS PLC ANNUAL REPORT 2025
FY23
NOMINATION COMMITTEE REPORT CONTINUED
BOARD EFFECTIVENESS REVIEW
The Board commenced its triennial externally facilitated
Board Effectiveness Review towards the end of FY25,
an overview of which is provided below. The process
was managed by Alan Foster of ghSMART and overseen
by the Chair of the Board and Company Secretary.
In previous years, the Board has scheduled its
effectiveness reviews to take place during the final
quarter of the relevant financial year, enabling the
process to be completed ahead of the announcement
of the full year results and full details of the process
to be included in the Annual Report.
For FY25, the Board was keen to ensure that the
advantages of external facilitation were deployed to the
fullest possible extent while minimising disruption at a
time when the Board’s focus was squarely on ensuring
the seamless succession to a new CEO, supporting
him during his first months in-role and finalising the
appointments of the new Non-Executive Directors.
The objective was therefore to undertake a review which
would provide meaningful insight while recognising
and accounting for the Board’s present circumstances.
As a result, the Board engaged Alan Foster from
ghSMART to facilitate the review in accordance with
a carefully structured brief which accounted for these
factors. The Board’s positive prior experience working
with ghSMART during its effectiveness review in 2022
and its familiarity with their ways of working were key
factors in its decision to appoint them again in 2025.
The review commenced in late March, shortly before
the end of the period, and concluded in May 2025.
Board review purpose:
+ To assess the effectiveness
of the Board and its Principal
Committees in fulfilling their
statutory duties in the interests
of the Company’s members
as a whole
+ To evaluate the leadership and
effectiveness of the Chair of
the Board, Senior Independent
Director and Committee Chairs
+ To provide an important
opportunity for Board members
to reflect on their performance
over the previous year, both
individually and collectively
+ To assist the Board in identifying
opportunities to further improve
its effectiveness and highlight
potential skills gaps, while
understanding and acknowledging
its strengths
FY25 Board Effectiveness Review timeline
NOVEMBER 2024 – JANUARY 2025
STAGE 1: DESIGN
The Board discussed and agreed on its
preferred approach to the FY25 Board
Effectiveness Review given the current
business context and requested that the
Company Secretary review the market
for a suitable facilitator. Several were
considered, with the Board ultimately
approving the proposal to appoint Alan
Foster from ghSMART.
A later than usual timeline was also
agreed to allow the Board some time to
settle and minimise distractions during
the first months of the new CEO’s tenure.
APRIL – MAY 2025
STAGE 2: INTERVIEWS
One-to-one interviews with all Board
members were conducted, with questions
tailored around the effectiveness of the
Board, Principal Committees and key
external advisers, as well as individual
performance points and future priorities.
Discussion topics included:
+ The quality and focus of discussions,
balance of detail and focus on the right
issues and clarity of decision-making
+ Visibility of progress and actions taken
as a result of Board decisions
+ The breadth and range of perspectives
present in the Boardroom
INTERNAL REVIEW
Sought to build on the themes of the
extensive hybrid review undertaken in
FY22, which combined an external review
with internally facilitated elements. Through
one-to-one meetings with the Chair and
Company Secretary and a tailored
questionnaire, Board members reflected
on the progress the Board had made in
broadening its skillset and developing its
overall maturity as a plc board since the
IPO, identifying its established strengths
as well as opportunities to further improve
its effectiveness.
The Board’s review cycle:
FY23 to FY25
126
DR. MARTENS PLC ANNUAL REPORT 2025
FY24
FY24
FY25
FY26
FY25 Board Effectiveness Review timeline
MARCH – MAY 2025
STAGE 3: OBSERVATIONS
Observation of a Board meeting in
March followed by Audit and Risk and
Remuneration Committee meetings in
May to further understand and assess
the Board’s internal dynamics and
culture in a ‘live’ setting.
This stage enabled closer analysis of
Board interactions and decision-making
processes, focusing on the content of
discussions and degree and quality of
challenge and debate.
POST-MAY 2025
STAGE 4: FEEDBACK
Clear deliverables, which are ongoing
as at the publication date of this Annual
Report, were agreed with ghSMART to
follow the interviews and meeting
observations, including:
+ An updated skills matrix outlining the
experience and diversity of the Board
and identifying any gaps in expertise
or representation
+ Prioritised recommendations for actions
to further improve dynamics and culture
+ Guidance for ongoing monitoring and
future reviews to ensure continuous
improvement
OBSERVATIONS
The Board and Committees were
considered to have emerged from
a challenging period with focus and
energy for the task ahead, having also
successfully navigated the transition
to a new CEO and CFO and the
addition of two new Non-Executives.
Board mechanics work well, with
high-quality discussions and decision-
making focused on issues of importance
to the business. Board and Committee
members add value through their
expertise and engage in healthy debate.
Looking ahead, key role succession
and clarity over the operational and
strategic issues with which it needs to
engage will be important focus areas.
Overall, the Board and its Committees
are well-run and well-positioned to fulfil
their mandate over the coming years.
INTERNAL REVIEW
Framed in the context of a challenging
year, the FY24 process focused on
assessing how the Board’s mix of skills
and experience could be augmented to
better enable it to address the strategic
imperatives facing the business,
including identifying specific gaps where
further expertise would be desirable.
INTERNAL
EVALUATION
In FY26 the Board’s
three-year review cycle
resets, with the next to
be conducted internally
and reported on in next
year’s Annual Report.
EXTERNAL REVIEW
Focused on harnessing the
inherent advantages of external
facilitation, including their
independence, specialist
expertise and objectivity, to
address the feedback from
the FY24 process and support
the Board’s strategic priorities
into FY26 and beyond.
FY24 Board
Effectiveness Review
progress update
The Board took steps during
the year to address the key
observations from the FY24
review, a number of which
are set out to the right:
+ FY24 opportunity:
sharpen focus on pushing
the brand agenda, improve
financial forecasting and
interrogating identified
problem areas
– Progress:
Clear focus from the CFO
on improving forecasting
during the year. Content and
structure of financial papers
and strategic updates
shared with the Board
revised and refocused
+ FY24 opportunity:
to increase time spent with
senior leadership and key
talent to bridge the gap
between Board discussions
and business operations
– Progress:
Broader range of internal
talent invited to contribute
to Board and Committee
presentations and
participate in discussions
+ FY24 opportunity:
continued focus on improving
succession processes in
key roles
– Progress:
Significant focus on
Executive and Non-
Executive succession
during the year. Oversaw
smooth CEO transition
and robust Non-Executive
recruitment processes
GOVERNANCE
127
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION
COMMITTEE REPORT
COMMITTEE MEMBERSHIP
The Committee currently comprises Lynne Weedall (Chair),
Robyn Perriss and Andrew Harrison, all of whom are
Independent Non-Executive Directors and provide a balance
of skills and experience.
The full terms of reference of the Committee are available on
the Company’s corporate website at www.drmartensplc.com.
Full biographies of each member can be found on pages
102 to 105.
The attendance of Committee members at meetings
during the year is disclosed below.
FOCUS AREAS FOR FY26
The Committee is planning to undertake a number
of key activities, and have discussions in the course
of the coming year, on a range of matters including:
+ Review of the Remuneration Policy to ensure it remains
appropriate in a challenging external environment
+ Approving remuneration arrangements for the
Executive Group
+ Reviewing our Your Share, Buy As You Earn (BAYE)
plan and continuing the global roll out as we expand
into new countries
+ Reviewing remuneration arrangements for the
wider workforce
+ Continuing to evolve our engagement with the Employee
Listening Groups on executive remuneration
+ Reviewing the performance and effectiveness
of the Committee, as part of the annual Board
Evaluation process
“Our approach to executive
pay is to incentivise the team
to deliver the business strategy
and reward for the delivery of
stretching objectives.”
LYNNE WEEDALL
CHAIR OF THE REMUNERATION COMMITTEE
KEY RESPONSIBILITIES
+ Establish and agree with the Board the Remuneration Policy
for the Executive Directors, the Company Secretary, the Global
Leadership Team (GLT) (together, the ‘Executive Group’), the
Chair of the Board and any other senior employees as the Board
may determine
+ Determine the individual remuneration packages of the Executive
Group, the Chair of the Board and relevant senior employees
within the terms of the agreed Remuneration Policy
+ Monitor the remuneration structures and overall levels of
remuneration of the Executive Group and relevant senior
management and make recommendations to the Board
where appropriate
+ Oversee the remuneration of the wider Dr. Martens workforce
and ensure that our policy for the senior team is consistently
structured and also ensures alignment between incentives
and Company culture and values
+ Oversee the operation of the Group’s share plans
COMMITTEE COMPOSITION COMMITTEE MEMBERS
Number of meetings
1
attended/max number
could have attended:
Lynne Weedall
(Committee Chair)
5/5
Robyn Perriss 5/5
Andrew Harrison 5/5
1. Includes an extraordinary meeting
held on 21 June 2024.
AS AT 30MARCH 2025
Female 66.67%
Male 33.33%
128
DR. MARTENS PLC ANNUAL REPORT 2025
CHIEF EXECUTIVE OFFICER SUCCESSION
On behalf of the Remuneration Committee, I am pleased to present
the Directors’ Remuneration Report for FY25.
Our report is set out in three sections:
+ This Annual Statement, which summarises the work of the
Committee and our approach to Directors’ remuneration
+ The Remuneration Policy summary. The full Remuneration Policy
is available here: www.drmartensplc.com/investors/results-centre/
+ The Annual Report on Remuneration, which sets out the
remuneration outcomes for FY25 and the proposed implementation
of the Remuneration Policy for FY26
The Annual Statement and the Annual Report on Remuneration
will be put to shareholders for an advisory (non-binding) vote at
the Annual General Meeting (AGM) to be held on 10 July 2025.
Looking back
COMPANY PERFORMANCE
Our focus for the year was to bring stability back to Dr. Martens,
and this was achieved. Our Americas DTC business has returned
to growth, our marketing now focuses on our products, we’ve
delivered cost savings and strengthened our balance sheet. As a
result, we have, despite a difficult consumer environment in the
USA (particularly wholesale) and a subdued consumer backdrop
in EMEA, ended the year, in line with guidance, with profit before
tax (PBT) of £34.1m and revenue of £787.6m.
REMUNERATION PAYABLE IN RESPECT OF FY25
BASE SALARIES AND FEES
As disclosed in the FY24 Annual Report, the Executive Directors’
salaries remained at the same level as in FY24. In addition, Non-
Executive Directors’ fee levels were also unchanged from FY24.
FY25 ANNUAL GLOBAL BONUS SCHEME OUTCOME
Employees throughout the Company, whether in our stores,
distribution centres, factory or offices, participate in a bonus
scheme. To foster alignment across the business, in FY25, the
Executive Directors’ annual bonus (Global Bonus Scheme, or GBS)
continued to broadly mirror that of the wider workforce with all
participants working towards the same global adjusted PBT and
DTC boots targets. The GBS is designed to reward exceptional
Group performance, ensuring that our employees across the world
are all aligned towards our single global growth ambitions.
For the Executive Directors, the GBS comprised a financial metric
of adjusted PBT with a weighting of 55%, a non-financial metric with
a weighting of 20% and three equally weighted strategic objectives
with a combined weighting of 25%. The non-financial metric was
focused on boots sold direct-to-consumer (DTC), with the threshold
set at the number of pairs of boots sold DTC in FY24. The three
strategic objectives were focused on leadership behaviours,
accelerating our sustainability (ESG) journey and growing desire
for the brand. These reflect our passion and focus on culture,
sustainability and being brand custodians.
Our FY25 financial performance was just above target, reflecting
the realistic targets that were set, delivering a 64% payout level
under the PBT element (35% out of 55%).
The target number of boots sold DTC was not achieved and so none
of the 20% linked to this metric will pay out.
With regard to the strategic objectives, through leadership
behaviours, we set out to develop a culture of high performance and
continuous feedback. Whilst the number of employees reporting an
increase in the level of feedback they receive has gone up, there is
still a level of uncertainty around what it takes to be successful in their
roles. Similarly, our focus on engaging and resonating with our target
audiences, to drive desire for the Dr. Martens brand and to influence
purchasing decisions across our ecommerce websites in six key
markets, was also only partially achieved. Our sustainability (ESG)
targets were met in full, reflecting our continued efforts to progress
our sustainability agenda. For full details of the progress made see
the Sustainability Report on pages 48 to 80. The Committee carefully
considered the performance against the strategic objectives and
determined there should be a payment of 12.3% out of the 25% based
on their achievement. As a result, the formulaic outcome of the GBS
is 47.3% of maximum. Full details can be found in the Global Bonus
Scheme section of the Annual Report on Remuneration on page 138.
When reviewing the outcome of the bonus against the targets,
the Committee took into consideration:
+ Wider business performance, both financial and non-financial,
in the context of market expectation and global events
+ The wider workforce experience – the bonus out-turn for
all participants in the Group Bonus Scheme was aligned,
so all participants receive 47.3% of maximum, in line with
the Executive Directors
Based on the considerations set out above, the Committee is
comfortable that the formulaic outcome of the bonus is appropriate
and so no discretion has been applied.
In line with the Remuneration Policy, one-third of the net cash
bonus earned will be used to purchase shares which the Executive
Directors are required to hold for a further two years; the remaining
two-thirds will be paid in cash.
Annual Statement from the Chair of the Remuneration Committee
On 6 January 2025, Kenny Wilson stepped down from the
Board and as CEO and Ije Nwokorie became the CEO.
In setting Ije’s remuneration, his salary was benchmarked
against a peer group of similar size companies by market
capitalisation. The Committee considered his previous salary
and that of the departing CEO. Ije’s salary of £650,000 was
positioned below that of the former CEO, which was set
pre-IPO. In line with the remuneration policy, Ije will receive a
cash allowance of 5% in lieu of pension and participate in the
GBS up to a maximum of 200% of salary and the LTIP up to a
maximum of 300% of salary.
GOVERNANCE
129
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION COMMITTEE REPORT CONTINUED
LONG TERM INCENTIVE PLAN (LTIP) AWARD
The award granted in 2022 is due to vest in June 2025. The award
has two performance measures: EPS (compound annual growth
over three years), and relative Total Shareholder Return (TSR) (vs
FTSE 350 excluding investment trusts). The Company’s CAGR EPS
and TSR performance did not meet the minimum required threshold
performance and as such there will be an overall nil vesting for the
FY23 LTIP award.
The Committee is comfortable that actions taken on pay during
the year across the Company were appropriate and balanced the
interests of all stakeholders and that the Remuneration Policy
operated as intended.
Looking ahead
In FY26 there is particular focus on setting targets that are appropriate,
support our business strategy and drive clarity and simplicity.
DIRECTORS’ REMUNERATION POLICY FOR FY26
The Committee considered the implementation of remuneration
for FY26. In doing so, it took into account the relatively recent
appointment of the Executive team, the alignment of performance
metrics with the Group’s strategic priorities and the broader
approach to pay across the organisation. As a result of this review,
the Committee had made minor adjustments to the bonus measures
and intends to grant LTIP awards at the normal maximum level
permitted under the policy. Further details are given below.
The Committee and management will continue to operate the
Policy diligently and with restraint where necessary as we have
done in relation to the current Policy.
IMPLEMENTATION OF THE POLICY IN FY26
SALARY AND FEES
Ije Nwokorie’s salary at appointment was £650,000 and he will
not receive an increase in FY26. Giles Wilson’s salary will increase
by 3% in line with the broader workforce to £499,550 in FY26.
The fees for the Chair of the Board and the Non-Executive Directors
are unchanged from FY25.
GLOBAL BONUS SCHEME (GBS)
The maximum annual bonus payable under the GBS is 200% of
salary for the CEO and 150% of salary for the CFO. For FY26, to
ensure the Executive team is focused on delivering sustainable and
profitable growth, the weighting on adjusted profit before tax within
the annual bonus will be increased to 70%. The remaining 30% will
be equally split across strategic objectives, based on our people,
our consumer and the environment. The targets for the annual bonus
will be disclosed retrospectively in next year’s Remuneration Report.
The Committee is comfortable that the targets reflect our business
objectives and will be appropriately stretching.
LTIP
The Committee has reviewed the LTIP grant level for FY26. In light
of the newly appointed Executive team, the Committee is keen to
ensure that there is a strong alignment between Executive Director
and shareholder interests, and to support the return of Dr. Martens
to long-term sustainable growth. Accordingly, the Committee has
determined that the FY26 LTIP award will be granted at the normal
policy maximum of 300% of salary. Awards will remain subject to
stretching underlying EPS (33.3%), relative TSR targets (33.3%) and
free cash flow conversion (33.3%). For full details see page 144.
WORKFORCE ENGAGEMENT
As part of our continued employee listening initiatives, I spoke in
depth to employees on our approach to executive remuneration,
in particular to explain how it aligns with Company strategy and
our reward philosophy and principles. In the form of a ‘fireside chat’,
we found this informal approach encouraged an open forum for
discussion and questions, giving us very useful insight and feedback.
We took this feedback and are working on clearer, more transparent
policies that we hope to share further detail on in the FY26 report.
Outside core remuneration listening, we see all forms of employee
engagement and listening as an important and fundamental part of how we
do business. I will continue to partner with Robyn Perriss (our Non-
Executive Director Designated Employee Representative) over the coming
year to further progress our approach to employee listening initiatives.
PAY AND BENEFITS FOR THE WIDER DR. MARTENS TEAM
Dr. Martens’ culture and remuneration philosophy is aligned across
the business. We offer a comprehensive package of base pay and
benefits for all employees.
Our average pay increase was 3.0% of salary across our wider
head office workforce for the period ended 30 March 2025.
As brand custodians, we remain committed to protecting and
enhancing the brand for the future and we will continue to do this
through encouraging share ownership across all levels of the
business, to foster a sense of Company ownership and long-term
investment among employees. We believe that all employees should
have the ability to have a stake in the business and to share in our
success. Your Share, Buy As You Earn (BAYE), is our global share
scheme, enabling all employees (where local regulations allow) to
buy shares from their income which the Company matches on a
1:1 basis. We have been very pleased with the take-up, with c.25%
of employees becoming shareholders under this scheme alone.
DIVERSITY, EQUITY AND INCLUSION
Dr. Martens has strong female representation across all areas of the
business, which we see reflected in all pay quartiles. The Company’s
latest Gender Pay Gap Statement (for the snapshot period to 5 April
2024) can be found on the Dr. Martens corporate website and details of
our gender balance on the Board and the GLT can be found on page 99.
Further information about our DE&I initiatives across the workforce
is set out in the Sustainability Report on pages 74 and 75.
SHAREHOLDER ENGAGEMENT
The Committee consults with its larger shareholders on executive pay
matters, when considered appropriate. In FY24, we carried out a formal
consultation with shareholders and proxy advisers in relation to the
revised Remuneration Policy which we are pleased to report was
approved by 99.18% of shareholders. There were no significant changes
in the implementation of the Remuneration Policy for FY25, so no formal
consultation took place in FY25. I am always happy to make myself
available to shareholders to discuss any concerns or feedback they
may have.
On behalf of the Committee, thank you for reading this report and we
look forward to receiving your support at the AGM on 10 July 2025.
LYNNE WEEDALL
CHAIR OF THE REMUNERATION COMMITTEE
4 JUNE 2025
130
DR. MARTENS PLC ANNUAL REPORT 2025
£0k £1,000k £2,000k £3,000k £4,000k £0k £1,000k £2,000k £3,000k £4,000k £0k £1,000k £2,000k £3,000k £4,000k
53%
£1,133k
100%
£602k
29%
£2,065k
17%
47%
27%
32%
44%
51%
£3,528k
FY25 Actual
Minimum
Target
Maximum
KENNY WILSON, CEO
60%
£776k
100%
£469k
59%
£793k
42%
40%
41%
58%
£1,118k
GILES WILSON, CFO
53%
£308k
100%
£162k
51%
£316k
35%
47%
49%
65%
£470k
IJE NWOKORIE, CEO
At a glance
PERFORMANCE SNAPSHOT
GLOBAL BONUS SCHEME PERFORMANCE
Measure
Weighting
of the bonus
Result
achieved
Achievement
(out of a maximum 100%)
Payout as a % of
total bonus
1
Financial performance Adjusted PBT 55.0% £34.1m 64% 35.0%
Pairs of boots sold
direct-to-customer (DTC)
1
20% Below threshold 0% 0%
Strategic objectives
2
Leadership behaviours
4.17% 71% 75% 3.13%
4.17% 80% 0% 0%
Brand desire 8.33% 11 out of 18 areas improved 10% 0.83%
Sustainability 8.33% 5 targets completed 100% 8.33%
Formulaic outcome
47.3%
Final outcome
47.3%
1. For the boots measure to pay out, a minimum of £314m in DTC boots sales had to be achieved.
2. For any strategic measures to pay out, a threshold level of PBT had to be achieved.
Fixed pay Global Bonus Scheme LTIP
TIME HORIZONS FOR REMUNERATION ELEMENTS
Year 1 Year 2 Year 3 Year 4 Year 5
Fixed pay
Salary, pension
and benefits
Global Bonus Scheme
(recovery provisions apply)
66.7% cash 33.3% shares
LTIP (malus and clawback
provisions apply)
Performance period Holding period
IMPLEMENTATION FOR FY26
Base salary 0% increase for the CEO, 3% increase for the CFO
+ CEO – £650,000
+ CFO – £499,550
Benefits Car allowances have been removed for new hires
Pension 5% of salary (in line with the wider workforce)
Global Bonus Scheme (GBS) + Maximum opportunity:
– CEO – 200% of salary
– CFO – 150% of salary
+ Subject to PBT (70%) and strategic objectives (30%)
+ 33.3% deferred into shares for two years
LTIP + Grants for Executive Directors in June 2025: 300% of salary
+ Subject to EPS (33.3%), cash conversion (33.3%) and relative TSR (33.3%)
+ Two-year holding period applies
Shareholding guidelines 300% of salary (to be held for two years post-employment)
Chair and Non-Executive Directors 0% increase in fees
REMUNERATION REPORT
GOVERNANCE
131
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION REPORT CONTINUED
This part of the Directors’ Remuneration Report sets out a summary
of the Remuneration Policy approved by shareholders at the 2024
AGM and effective from 11 July 2024. The full Remuneration Policy
is available in the 2024 Annual Report, which can be accessed at
www.drmartensplc.com.
The Remuneration Policy has been designed to encourage long-
term sustainable growth and provide market-competitive overall
remuneration for the achievement of stretching performance targets
aligned to the business strategy.
Decision-making process for determination,
review and implementation of the Policy
The Committee is responsible for the development, implementation
and review of the Directors’ Remuneration Policy. In addressing
this responsibility, the Committee works with management and
external advisers to develop proposals and recommendations.
The Committee considers the source of information presented to it,
takes care to understand the detail and ensures that independent
judgement is exercised when making decisions. The Remuneration
Committee works alongside other Board Committees as needed.
The Committee reviews the Policy and its operation to ensure it
continues to support and reward the Executive Directors for achieving
the business strategy, both operationally and over the longer term. It
reviews the structure and quantum of rewards and takes into account the
Code, market practice, shareholder views and the views of institutional
investors and investor representative bodies. The Committee also
considers the remuneration arrangements, policies and practices for
the workforce as a whole which it reviews as part of its annual agenda.
The Policy’s operation is considered annually for the year ahead,
including metrics for incentives, weightings and targets. The Committee
reviews the Policy’s operation for the prior year and considers whether,
in light of the strategy, changes are required for the coming year. Targets
for the annual bonus and LTIP awards are also reviewed to determine
whether they remain appropriate or need to be recalibrated. It is
the Committee’s policy to engage with and seek feedback from
shareholders as appropriate, depending on the changes proposed.
Consideration of employment conditions
elsewhere in the Group
The Company provides a market-competitive package to all employees
with additional reward through incentive payments linked to the
achievement of stretching performance targets. This reward philosophy
applies to all levels of the business. In view of the greater potential
remuneration, the Executive Directors have a greater proportion of their
pay at ‘risk’ and subject to payment in shares, deferral and holding
periods. The Remuneration Committee takes into account general
workforce remuneration and related policies, and the alignment of
incentives and rewards with culture when setting and operating the
Policy for Executive Directors’ remuneration and the Committee receives
regular updates on any changes to wider Company remuneration policy.
During the year I engaged with our wider workforce to share our
approach to executive remuneration, explain how it aligns with
Company strategy and invite comments, questions and input.
Employees invited to these forums are selected at random.
Feedback from the employee session was considered as part
of the annual review of the Remuneration Policy.
The Committee also receives updates on the remuneration structure
throughout the Group, with salary and bonus reviews each year.
In setting remuneration for the Executive Directors, the Committee
takes note of the overall approach to rewards for employees in the
Group. Therefore, the Committee is satisfied that the decisions
made in relation to Executive Directors’ pay are made with an
appropriate understanding of the outcomes for the wider workforce.
Consideration of shareholder views
In considering the operation of the Remuneration Policy, the
Committee takes into account the published remuneration guidelines
and specific views of shareholders and proxy voting agencies.
The Committee will consult with the Company’s larger shareholders,
where considered appropriate. As part of the FY24 Policy renewal
process the Committee Chair consulted with major shareholders,
as well as proxy voting bodies and shareholder advisory groups.
Furthermore, the Committee will consider specific concerns or
matters raised at any time by shareholders on remuneration.
Other considerations
In line with the Code, the Policy has been tested against the six factors
listed in Provision 40 of the 2018 UK Corporate Governance Code:
+ Clarity – the Policy is as clear as possible and is described in
straightforward, concise terms to shareholders and the workforce
in this report
+ Simplicity – remuneration structures are as simple as possible
and market typical, whilst at the same time incorporating the
necessary structural features to ensure a strong alignment to
performance, strategy and minimising the risk of rewarding failure
+ Risk – the Directors’ Remuneration Policy has been shaped to
discourage inappropriate risk taking through a weighting of
incentive pay towards long-term incentives, the balance between
financial and non-financial measures in the annual bonus known
as the Global Bonus Scheme (GBS), a portion of the GBS being
paid in shares, recovery provisions, and in-employment &
post-employment shareholding requirements. To avoid conflicts
of interest, Committee members are required to disclose any
conflicts or potential conflicts ahead of Committee meetings.
No Executive Director or other member of management is present
when their own remuneration is under discussion
+ Predictability – elements of the Policy are subject to caps and
dilution limits. Examples of how remuneration varies depending
on performance are set out in the scenario charts on page 124.
The Committee may exercise its discretion to adjust Directors’
remuneration if a formula-driven incentive payout is inappropriate
in the circumstances
+ Proportionality – there is a sensible balance between fixed pay and
variable pay, and incentive pay is weighted to sustainable long-term
performance. Incentive plans are subject to performance conditions
that consider both financial and non-financial performance linked
to strategy. Outcomes will not reward poor performance
+ Alignment to culture – the Remuneration Committee will consider
Company culture and wider workforce policies when shaping and
developing executive remuneration policies to ensure that there is
coherence across the business. There will be a strong emphasis
on the fairness of remuneration outcomes across the workforce
Directors’ Remuneration Policy
132
DR. MARTENS PLC ANNUAL REPORT 2025
Policy details by remuneration element
PAY ELEMENT
AND PURPOSE OPERATION OPPORTUNITY
PERFORMANCE METRICS,
WEIGHTING AND ASSESSMENT
Base salary
Provide a base level of
remuneration to help
us acquire, retain and
engage top talent
Salaries are generally reviewed annually
and any changes are normally effective
from the beginning of the financial year.
The review will take into account several
factors including (but not limited to):
+ The Director’s role experience and skills
+ The remuneration policies, practices
and philosophy of the Company
+ Pay conditions in the Group
+ Business performance
+ Market data for similar roles and
comparable companies
+ The economic environment
Having been set based on relevant factors,
base salaries will normally increase no
more than the average increases made
to the wider workforce.
Higher increases may be permitted where
appropriate, for example where there
is a change to role or there is additional
responsibility or complexity.
None
Benefits
To provide a market-
competitive level of
benefits based on the
market in which the
Executive is employed
The Executive Directors receive benefits
which include, but are not limited to,
family private health cover, life assurance
cover and car allowance, although they
can include any such benefits that the
Committee deems appropriate.
The Remuneration Committee retains
the discretion to be able to adopt other
benefits including (but not limited to)
relocation expenses, tax equalisation
and support in meeting specific costs
incurred by Directors.
Any reasonable business-related
expenses can be reimbursed, including
the tax thereon, if determined to be a
taxable benefit.
The maximum will be set at the cost
of providing the benefits described.
None
Pensions
To provide
market-competitive
retirement benefits
Contribution to the Group Pension Plan
or a cash allowance in lieu of pension.
Pension contribution in line with the
rate applicable for the majority of the
UK workforce (currently 5% of salary).
None
Global Bonus Scheme (GBS)
To reward annual
performance against
financial and non-financial
KPIs and to encourage
long-term sustainable
growth and alignment with
shareholders’ interests
through payment in shares
The Remuneration Committee will normally
determine the GBS payable after the year
end, based on performance against targets.
No more than two-thirds of the GBS will be
paid out in cash after the end of the financial
year. The remaining amount will be used
to purchase shares which the Executive
is required to hold for two years.
Malus and clawback provisions will apply
up to the date of the GBS determination
and for three years thereafter.
The maximum GBS opportunity for
the Executive Directors is as follows:
CEO – 200% of base salary.
CFO – 150% of base salary.
GBS payouts are determined based on
the satisfaction of a range of key financial
and strategic objectives set by the
Remuneration Committee.
The majority of the performance measures
will be based on financial performance.
Performance measures will be set each
year in line with Company strategy.
No more than 10% of the relevant portion
of the GBS is payable for delivering a
threshold level of performance, and no
more than 50% is payable for delivering
a target level of performance (where the
nature of the performance metric allows
such an approach).
The Remuneration Committee has the
discretion to adjust the formulaic GBS
outcome if it believes that such outcome
is not a fair and accurate reflection of
business performance.
GOVERNANCE
133
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION REPORT CONTINUED
PAY ELEMENT
AND PURPOSE OPERATION OPPORTUNITY
PERFORMANCE METRICS,
WEIGHTING AND ASSESSMENT
Long Term Incentive Plan (LTIP)
To encourage long-term
sustainable growth and
to provide alignment with
shareholders’ interests
Awards can be granted in the form of
conditional shares or nil-cost options.
Awards will vest at the end of a performance
period of at least three years, subject to
the satisfaction of performance conditions
and provided that the Executive remains
employed by the Group.
The net of tax number of shares that vest
will be subject to an additional two-year
holding period, during which the shares
cannot be sold.
An additional payment, normally in
shares, may be made equal to the value
of dividends which would have accrued
on vested shares.
Malus and clawback provisions will apply
for three years post vesting.
The normal maximum award level will be
300% of salary per annum, based on the
face value of shares at grant.
If exceptional circumstances arise,
including (but not limited to) the recruitment
of an individual, awards may be granted up
to a maximum of 400% of salary.
Awards will be subject to a combination
of long-term measures which are aligned
to the business strategy and shareholder
experience and may include financial
metrics (such as EPS), shareholder value
metrics (such as TSR), and ESG or
strategic objectives.
At least half of the award will be subject
to financial and/or shareholder return
measures.
The Committee will have discretion to
set different measures and weightings
for awards in future years to best support
the strategy of the business at that time.
Threshold performance under each metric
will result in no more than 25% of that
portion of the award vesting.
The Remuneration Committee has the
discretion to adjust the formulaic outcome
of the LTIP if the Committee believes that
it is not a fair and accurate reflection of
business performance.
All-employee share plans
To provide alignment with
Group employees and to
promote share ownership
The Executive Directors may participate
in any all-employee share plan operated
by the Company.
Participation will be capped by the HMRC
limits applying to the respective plan.
None
Shareholding requirement
To provide alignment with
shareholders’ interests
During employment
Executives are required to build up and
retain a shareholding equivalent to 300%
of their base salary.
Until the shareholding requirement is met,
Executive Directors will be required to
retain 50% of the net of tax shares they
receive under any incentive plan.
Post-employment
Any Executive Director leaving the
Company will be expected to retain the
lower of the shares held at cessation of
employment and shares to the value of
300% of salary for a period of two years.
300% of salary. None
Non-Executive Directors
To provide an appropriate
fee level to attract and
retain Non-Executive
Directors and to
appropriately recognise
the responsibilities and
time commitment
Non-Executive Directors are paid a base
fee and additional fees for acting as Senior
Independent Director and as Chair of Board
Committees (or to reflect other additional
responsibilities and/or additional/
unforeseen time commitments).
The Chair of the Board receives an
all-inclusive fee.
Neither the Chair of the Board nor the
Non-Executive Directors participate
in any incentive plans.
Fees are reviewed annually.
The fee for the Chair of the Board
is set by the Remuneration Committee
and the Non-Executive Directors’ fees
are set by the Board (excluding the
Non-Executive Directors).
In general, fee level increases will
be no higher than the average rise in
salaries for the rest of the workforce.
The Company will reimburse any
reasonable expenses incurred
(and related tax if applicable).
None
Notes to the Remuneration Policy table
MALUS AND CLAWBACK
The Committee may, at any time in the period ending on the third anniversary of the Release Date of an LTIP award or GBS payment,
determine that malus and/or clawback provisions apply in the following circumstances:(i) material financial misstatement; (ii) significant
reputational damage; (iii) negligence or gross misconduct by a participant; (iv) fraud effected by or with the knowledge of a participant;
(v) material corporate failure or failure of risk management; or (vi) where awards were granted or vested based on erroneous or misleading
data. There are robust mechanisms in place to ensure that these provisions are enforceable, and none were used in FY25.
134
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION SCENARIOS FOR EXECUTIVE DIRECTORS
The charts below give an indication of the level of total annual remuneration that would be received by the current Executive Directors
in accordance with the Policy in respect of minimum pay (fixed pay), on target and maximum performance based on assumptions set
out below. The charts are based on the policy maximum for both GBS and LTIP for illustrative purposes.
IJE NWOKORIE, CEO GILES WILSON, CFO
Fixed pay Global Bonus Scheme LTIP LTIP value with 50% share price growth
£0k £1,000k £2,000k £3,000k £4,000k £5,000k £0k £1,000k £2,000k £3,000k £4,000k
Maximum with
share price increase
Maximum
Target
Minimum
14%
26%
40%
20%
18%
33%
49%
30%
100%
£4,923k
£3,948k
£2,323k
£698k
28%
42%
15%
21%
43%
21%
19%
27%
54%
32%
100%
£3,535k
£2,786k
£1,662k
£538k
23%
45%
Minimum: Comprises fixed pay only based on FY26 base salaries, FY26 benefits and a 5% Company pension contribution.
Target: Fixed pay plus 50% of the maximum FY26 GBS (100% of salary for the CEO and 75% of salary for the CFO) and 50% LTIP vesting
(150% of salary for the CEO and CFO).
Maximum: Fixed pay plus 100% of the maximum FY26 GBS (200% of salary for the CEO and 150% of salary for the CFO) and 100% LTIP
vesting (300% of salary for the CEO and CFO).
Maximum with share price increase: The same as Maximum but assumes 50% share price growth on the LTIP award.
Service agreements and letters of appointment
The Executive Directors have a service contract requiring nine months’ notice of termination from either party as shown below:
Executive Director
Date of
appointment
Date of
current contract
Notice from
the Company
Notice from
the individual
Unexpired period
of service contract
Kenny Wilson
1
5 January 2021 21 January 2021 9 months 9 months Rolling
Ije Nwokorie
2
6 January 2025 27 November 2024 9 months 9 months Rolling
Giles Wilson 13 May 2024 14 November 2023 9 months 9 months Rolling
1. Kenny Wilson stepped down as CEO on 5 January 2025.
2. Ije Nwokorie took up the position as CEO on 6 January 2025.
Chair and Non-Executive Directors
The Chair of the Board and Non-Executive Directors have letters of appointment with the Company. In line with market practice, there
is typically an expectation for Non-Executives to serve two three-year terms but they may be invited by the Board to serve an additional
period, subject to annual re-appointment at the AGM. Appointments are terminable by either party on three months’ written notice.
The appointment letters provide that no compensation is payable on termination, other than accrued fees and expenses.
The table below details the letters of appointment for each Non-Executive Director.
Non-Executive Directors
1
Date of
appointment
Date of current letter
of appointment
Notice from
the Company
Notice from
the individual
Paul Mason 5 January 2021 9 January 2021 6 months 6 months
Lynne Weedall 11 January 2021 8 January 2021 3 months 3 months
Ian Rogers 11 January 2021 25 November 2020 3 months 3 months
Robyn Perriss 11 January 2021 8 January 2021 3 months 3 months
Tara Alhadeff 5 January 2021 9 January 2021 N/A 3 months
Andrew Harrison 1 May 2023 27 March 2023 3 months 3 months
Robert Hanson 26 March 2025 11 February 2025 3 months 3 months
Benoit Vauchy 26 March 2025 11 February 2025 3 months 3 months
1. Copies of Non-Executive Directors’ letters of appointment are available for inspection at the Company’s registered office.
External appointments
With the approval of the Board, Executive Directors may accept one external appointment as a non-executive director and retain the fees.
GOVERNANCE
135
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION REPORT CONTINUED
Remuneration Committee
ROLE AND RESPONSIBILITIES
The role of the Remuneration Committee is to determine and establish a Remuneration Policy for the Executive Group and to oversee
the remuneration packages for those individuals. When determining remuneration arrangements, the Committee must review workforce
remuneration and related policies and the alignment of incentives and rewards with culture and take these into account when determining
remuneration of the Executive Group. Further details on the roles and responsibilities of the Committee are disclosed in the terms of
reference which can be found on the Company’s corporate website: www.drmartensplc.com.
REMUNERATION COMMITTEE MEMBERSHIP AND MEETINGS
During the year the Remuneration Committee comprised Lynne Weedall (Chair), Robyn Perriss and Andrew Harrison, all of whom are
Independent Non-Executive Directors. The Committee met a total of five times during the period ended 30 March 2025 (one meeting
was an extraordinary meeting in June 2024).The number of meetings attended out of the possible maximum for each of the members
of the Committee is set out on page 105 and included in the Annual Report on Remuneration by reference.
KEY ACTIVITIES DURING THE YEAR
Key actions and areas of review by the Committee during the year included:
+ Approved the remuneration arrangements for Ije Nwokorie, the CEO, and confirmed the leaving arrangements for Kenny Wilson,
the former CEO
+ Approved remuneration packages for new senior hires below the main Board
+ Determined the remuneration arrangements for the Executive Group
+ Reviewed and approved the GBS outcome for the Executive Directors and the wider workforce
+ Approved the GBS and LTIP measures and targets for FY25 awards, ensuring that performance measures align with our strategy
and that targets are stretching and incentivising against the wider global economic challenges that we face
+ Monitored performance for the inflight GBS and LTIP awards
+ Reviewed shareholdings against share ownership requirements for the Executive Group
+ Reviewed remuneration and related policies relating to the wider workforce
EXTERNAL ADVISERS
The Committee receives independent advice from Korn Ferry, who were appointed in June 2020 by the pre-IPO Remuneration Committee,
following a tender process. The Committee is satisfied that Korn Ferry remains independent of the Company and that the advice provided
is impartial and objective. Korn Ferry is a signatory to the Remuneration Consultant Group’s Code of Conduct which sets out guidelines to
ensure that any advice is independent and free of undue influence, details of which can be found at www.remunerationconsultantsgroup.com.
During the year, Korn Ferry did not provide any other services to the Group. The total fees paid to Korn Ferry for Committee advice in FY25
were £50,689 and were charged on a time and materials basis. The Committee’s advisers attend Committee meetings as required and
provide advice on remuneration for executives, analysis of the Remuneration Policy and regular market and best practice updates. The
advisers report directly to the Committee Chair.
STATEMENT OF VOTING AT THE ANNUAL GENERAL MEETING
At the 2024 AGM Dr. Martens’ shareholders were asked to approve the 2024 Directors’ Remuneration Report. The Directors’ Remuneration
Policy was last approved by shareholders at the 2024 AGM. The votes received are set out below:
2024 AGM (11 July 2024) Nature of vote Votes for % Votes against % Votes total Votes withheld
Approve the 2024
Directors’ Remuneration
Report (excluding the
Remuneration Policy) Advisory 784,551,256 99.18 6,479,754 0.82 791,031,010 28,164
2024 AGM (11 July 2024) Nature of vote Votes for % Votes against % Votes total Votes withheld
Approve the Directors’
Remuneration Policy Binding 784,540,438 99.18 6,484,634 0.82 791,025,072 34,102
Annual Report on Remuneration
136
DR. MARTENS PLC ANNUAL REPORT 2025
Single total figure of remuneration for the financial period ended 30 March 2025 (audited)
The following table sets out the total remuneration for Executive and Non-Executive Directors for the 52 weeks ended 30 March 2025.
All figures shown
in £000
Salary
and fees Benefits
1
Pension
2
Other
3
Total fixed
remuneration
GBS
(annual bonus) LTIP
Total variable
remuneration Total
FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24
Kenny Wilson
4
564 735 12 15 28 37 1 1 605 788 534 0 0 0 534 0 1,139 788
Ije Nwokorie
5
151 57 1 – 8 – 0 – 160 57 143 – – – 143 – 303 57
Giles Wilson 432 – 73 – 22 – 863 – 1,390 – 307 – – – 307 – 1,697 –
Paul Mason 342 342 – – – – – – 342 342 – – – – – – 342 342
Lynne Weedall 101 101 – – – – – – 101 101 – – – – – – 101 101
Ian Rogers 68 68 – – – – – – 68 68 – – – – – – 68 68
Robyn Perriss 96 96 – – – – – – 96 96 – – – – – – 96 96
Tara Alhadeff
6
– – – – – – – – – – – – – – – – – –
Andrew Harrison
7
68 62 – – – – – – 68 62 – – – – – – 68 62
Robert Hanson
8
1 – – – – – – – 1 – – – – – – – 1 –
Benoit Vauchy
9
– – – – – – – – – – – – – – – – – –
Notes to the table
1. Benefits represent the taxable value of benefits paid. Kenny Wilson received family private health cover and car allowance. Ije Nwokorie’s benefits included family private health
cover. Giles Wilson’s benefits included family private health cover, car allowance as well as a relocation allowance of £18,000 net (£34,551 gross) which was paid for six months
after joining, to cover the cost of interim accommodation and £23,000 removal expenses.
2. Executive Directors receive a cash in lieu of pension contribution of 5% of salary (in line with the wider workforce).
3. This relates to the value of the matching and dividend shares awarded under the terms of the Share Incentive Plan known as Buy As You Earn (BAYE). For Giles Wilson, this also
includes the cash compensation for loss of LTIP and bonus from his previous employer as disclosed in the FY24 Directors’ Remuneration Report.
4. FY25 remuneration is in respect of the time spent as CEO and on the Board. Kenny Wilson stepped down as CEO and from the Board on 5 January 2025. He became an Executive
Adviser and continued to receive salary, benefits and pension until he left the Company on 31 March 2025. Full details are disclosed on page 139.
5. Ije Nwokorie was a Non-Executive Director and stepped down from the Board on 1 February 2024 to take up position of Chief Brand Officer. He was appointed Chief Executive
Officer and re-appointed to the Board on 6 January 2025.
6. Tara Alhadeff, a representative of Permira, receives no fees for her role as Non-Executive Director.
7. Andrew Harrison joined the Board on 1 May 2023; his fees for FY24 have been pro-rated accordingly.
8. Robert Hanson joined the Board on 26 March 2025; his fees have been pro-rated accordingly.
9. Benoit Vauchy, a representative of Permira, receives no fees for his role as Non-Executive Director.
GOVERNANCE
137
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION REPORT CONTINUED
Global Bonus Scheme (audited)
The maximum Global Bonus Scheme opportunity for FY25 was 200% of salary for the CEO and 150% for the CFO. The performance
against measures for FY25 is set out below. The bonus was subject to adjusted PBT (55% of maximum), direct-to-customer boots sales
(20%) and strategic objectives (25% of maximum). The strategic element was based on three equally weighted measures: leadership
behaviours, brand desire and sustainability (ESG) targets.
Measure
Threshold Target Stretch
Actual
Achievement
% of maximum
available under
that element
Payout as a
percentage of
total bonusWeighting
10% of
maximum
50% of
maximum
100% of
maximum
Adjusted PBT
1
55% £27.6m £30.9m £42.6m £34.1m 64% 35%
Leadership behaviours
2
Measured using the annual Engagement
and Inclusion Survey
I get useful feedback at work 4.17% 68% 70% 72% 71% 75% 3.13%
I know what to do to be successful in my role 4.17% 83% 86% 87% 80% 0% 0%
Boots sold direct-to-customer (DTC) 20% 2,800,000 2,950,000 3,080,000 Below threshold 0% 0%
Brand desire
3
Growing the brand desire across three
key areas (consideration, intent and
purchase) in our six key markets.
8.33% Improvement
in 11 of the 18
Improvement
in 14 of the 18
Improvement
in 16 of the 18
11 of the 18
areas improved
10% 0.83%
Sustainability (ESG)
4
Implementation of the sustainability
strategy across the business, by showing
the progress under key commitments.
8.33% Achieved 3 out
of 5 targets
Achieved 4 out
of 5 targets
Achieved 5 out
of 5 targets
5 targets
completed
100% 8.33%
Notes
1. Adjusted PBT is shown at Budget Exchange Rates.
2. Leadership behaviours – In March 2025, all employees were invited to participate in our annual employee Engagement and Inclusion Survey. The outcome of this part of the bonus
was determined on the responses to specific questions in the survey. For this element of the bonus to vest, targets were set based on the percentage of individuals who provided
a positive response (strongly agree or agree) to “I get useful feedback at work” and “I know what to do to be successful in my role”. Our survey participation rate remains high at
85% (2,785 responses out of a possible 3,122). 71% of employees answered favourably to the question about feedback, resulting in payment between target and maximum.
Only 80% of employees provided a favourable answer to “I know what to do to be successful in my role” and so the threshold level of achievement was not met.
3. Brand desire – To drive business across our ecommerce platforms, brand desire was defined as increasing the consideration of our products (website sessions with product
views), the intent to buy (number of sessions when an item was added to the basket) and purchase (sessions with a transaction). Each of the key indicators were monitored
in six of our key markets (US, UK, Germany, Italy, France and Japan). Improvements compared to FY24 were required in 11 of the 18 areas to achieve threshold vesting for
this element of the bonus.
4. Sustainability (ESG) – Targets were based on our Planet, Product, People sustainability strategies. The Planet target was to develop an approved action plan to achieve 100%
renewable energy coverage for all electricity consumption from Dr. Martens owned and operated sites, subject to energy market conditions. Product targets included (i) developing
the product roadmap for sustainable materials, aligning with near-term science-based targets and (ii) exploring recommerce options in the EMEA region, including repair and resale
initiatives, to extend the lifespan of our products and minimise our environmental footprint. People targets included (i) developing a Human Rights Policy and risk assessment
process to safeguard the rights and dignity of all individuals involved in our operations and (ii) all Tier 1 suppliers continuing to be audited and achieving high CSR standards in
externally conducted audits. For FY25, five out of five targets were achieved. Further details on the actions we have taken on sustainability can be found in the Sustainability Report
on pages 48 to 80.
Based on performance during FY25, the formulaic outcome of the GBS for Executive Directors is 47.3% of maximum. This resulted in bonus
payments of £533,693 for Kenny Wilson, £306,609 for Giles Wilson and £143,195 for Ije Nwokorie in relation to the time each executive
spent on the Board. One-third of the net bonus payments made to the Executive Directors will be used to buy shares which will be held for
a further two years.
Long Term Incentive Plan (LTIP) vesting during the year (audited)
The award opportunity for the LTIP awards granted in 2022 was 250% of salary for the CEO. The performance against the measures is set
out below. The LTIP was subject to EPS: compound annual growth over three years (67% of maximum) and relative TSR vs FTSE 350
excluding investment trusts (33% of maximum). The performance period for the EPS for this award was 1 April 2022 to 31 March 2025.
As the performance targets were not met, the awards will lapse in full.
Measure Weighting
Targets
Actual
Vesting
(% of total award)
Threshold
(25% vesting)
Stretch
(100% vesting)
EPS: compound annual growth over three years 67% 12% p.a. 21% p.a. -69.8% 0%
Relative TSR vs FTSE 350
(excluding investment trusts) 33% Median
Upper quartile
or above
Below
median 0%
138
DR. MARTENS PLC ANNUAL REPORT 2025
LTIP granted during the year (audited)
On 14 June 2024, LTIP awards were granted to the Executive Directors. As explained in the 2024 Annual Report, the LTIP award was
reduced to 250% of salary from the usual policy level of 300% to take into account the share price at the time of grant.
Executive
Basis of the award
(% of salary) Share price
1
Number of
shares granted
2
Face value of the
award at grant date
Threshold vesting
(% of award) Grant date
3
Vesting date
4
Kenny Wilson 250% 84.1p 2,186,147 £1,838,550 25% 14 June 2024 14 June 2027
Giles Wilson 250% 84.1p 1,441,736 £1,212,500 25% 14 June 2024 14 June 2027
Ije Nwokorie
5
200% 84.1p 1,117,717 £940,000 25% 14 June 2024 14 June 2027
1. The share price is based on the mid-market close on the day before the date of grant (14 June 2024).
2. LTIP grants were granted in the form of conditional share awards.
3. Performance is measured over three financial years from 1 April 2024 to 31 March 2027.
4. An additional two-year holding period applies after the end of the three-year vesting period.
5. The award made to Ije Nwokorie was in respect of his role as Chief Brand Officer.
The awards above are subject to the EPS, TSR and operating cash flow targets set out in the table below:
Performance measure Weighting Targets Performance period
Threshold
(25% vesting)
Maximum
(100% vesting)
EPS (compound annual growth) 50% 3% p.a. 11% p.a.
1 April 2024 –
31 March 2027
Relative TSR vs FTSE 350
(excluding investment trusts) 25% Median
Upper quartile
or above
Operating cash conversion 25% 60% 90%
Arrangements for the departure of Kenny Wilson (audited)
On 16 April 2024, we announced that this would be Kenny Wilson’s final year as Chief Executive Officer. Kenny stepped down from the
Board and his role as CEO on 6 January 2025 and left the business on 31 March 2025. Whilst his notice period required nine months’
notice, we are grateful to Kenny for agreeing to remain actively employed full time within the business for three months longer to ensure
a smooth transition to Ije. Kenny continued to receive salary, benefits and pension until he left the Company on 31 March 2025. Kenny
received £171,000 in salary, £9,000 in pension, £6,000 in benefits and £162,014 in bonus for services as an Executive Adviser.
The Committee determined that Kenny would be treated as a good leaver in relation to his incentives and that he would be eligible for an
annual bonus and LTIP grant in FY25. Kenny will therefore receive a total bonus of £695,707 (£533,693 earned as the CEO and £162,014
in his role after stepping down from the Board); one-third of the net bonus payment will be used to buy shares which will be held for a further
two years. The Committee also determined that Kenny should be eligible to be granted an FY25 LTIP award in June 2024, recognising that
he would be working a significant proportion of the performance period and to provide continued alignment of interest with shareholders for
a period of time after he left the business.
Outstanding LTIP awards will, subject to the rules of the LTIP, at termination remain capable of vesting on their original dates, subject to
performance conditions and will be pro-rated at the time of vesting, to reflect the proportion of the vesting period to the termination date.
In exceptional circumstances, for a short period of time after Kenny ceases employment, different time pro-rating treatment will apply.
The usual two-year post vest holding period will also apply and awards will remain subject to malus and clawback. Kenny is required to
maintain, for two years after leaving the Company, a minimum shareholding equal to 300% of his final base salary.
Payments to former Directors (Audited)
No payments were made to any other former Directors of the Company during the year.
GOVERNANCE
139
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION REPORT CONTINUED
Director interests and Executive Directors’ shareholding requirements (audited)
During employment, Executive Directors are required to build and maintain a shareholding equivalent to 300% of their base salary. Post-
cessation of employment, Executive Directors must retain shares to the value of 300% of salary for a period of two years in accordance with
the Remuneration Policy (which now applies to Jon Mortimore, the former CFO, and Kenny Wilson, the former CEO). The shareholdings of
Kenny Wilson and Jon Mortimore exceed this requirement significantly.
The table below summarises each Director’s current shareholding, including shares subject to a deferral or holding period and performance
conditions, and whether the shareholding requirement has been met.
Director
Beneficially
owned shares on
31 March 2024
1
Beneficially
owned shares on
30 March 2025
1
Shares subject to
continued
employment
2
Unvested shares
subject to
performance
conditions
Shareholding
requirement
(% of salary)
Current
shareholding
(% of salary)
3
Requirement met
Kenny Wilson 11,533,157 11,535,858 4,569 4,483,343 300% 817% Yes
Ije Nwokorie
4
5,405
4
456,290 2,391,935
5
1,117,717 300% 37% No
Giles Wilson – 195,062 1,870 2,696,046 300% 21% No
Paul Mason 7,875,000 7,875,000 – – N/A N/A N/A
Lynne Weedall 21,054 46,054 – – N/A N/A N/A
Ian Rogers 20,270 20,270 – – N/A N/A N/A
Andrew Harrison 18,374 76,594 – – N/A N/A N/A
Robyn Perriss 99,328 99,328 – – N/A N/A N/A
Tara Alhadeff 0
6
0
6
– – N/A N/A N/A
Benoit Vauchy – 0
7
– – N/A N/A N/A
Robert Hanson – 0 – – N/A N/A N/A
Notes
1. The total number of interests in shares in the Company of the Director including interests of connected persons. This also includes Partnership Shares and dividend shares under
the BAYE and Bonus Shares under the Global Bonus Scheme which are subject to a two-year holding period.
2. This includes BAYE Matching Shares which are subject to continued employment (a forfeiture period of three years) but are not subject to performance conditions.
3. For the purposes of compliance with the share ownership guidelines, only beneficially owned shares are counted. This includes any Partnership Shares and dividend shares under
the BAYE, and Bonus Shares purchased under the Global Bonus Plan. Unvested shares in the LTIP are not counted. This figure is calculated using the base salary on 31 March
2025, and a share price on 28 March 2025 of 52.1 pence.
4. Ije Nwokorie stepped down from the Board on 1 February 2024 to take up the position of Chief Brand Officer with immediate effect. His interest in shares for 2024 was taken at
this date.
5. Ije has RSU awards subject to continued employment, awarded to him on appointment as Chief Brand Officer, in lieu of awards he forfeited when leaving his previous employer.
These awards are not subject to the Shareholding Requirement Policy whereby 50% of the post-tax number of shares have to be retained until the specified percentage of
salary is met. This exception applies to the RSUs only and all other LTIP awards shall be subject to the Shareholding Requirement Policy. 833,881 of the shares awarded vested
in October 2024 and 600,617 vested in April 2025.
6. Tara Alhadeff is a Partner at Permira Advisers LLP, and they nominated her for appointment to the Board. IngreGrsy Limited (which is wholly owned by Permira Advisers LLP) hold
369,942,440 shares in Dr. Martens.
7. Benoit Vauchy is a Partner at Permira Advisers LLP, and they nominated him for appointment to the Board. IngreGrsy Limited (which is wholly owned by Permira Advisers LLP) hold
369,942,440 shares in Dr. Martens.
In the period 1 April 2025 to 4 June 2025, Ije Nwokorie acquired 328,583 shares (after tax and National Insurance) as a result of the
vesting of part of his buyout award in lieu of awards he forfeited when leaving his previous employer (reducing his shares subject to
continued performance by 600,617). In addition to this, Ije acquired 636 shares due to participation in the BAYE plan. As a result, Ije
increased the number of beneficially owned shares by 329,219 shares to 785,509 shares. The number of shares subject to continued
employment is now 1,791,875.
In the period 1 April 2025 to 4 June 2025, Giles Wilson acquired 616 shares due to participation in the BAYE plan. As a result, Giles
increased the number of beneficially owned shares by 616 (Partnership Shares and dividend shares) to 89,893 shares. He also increased
his shares subject to continued employment by 558 (Matching Shares) to 2,428.
In the same period, Kenny Wilson acquired 296 shares due to his participation in the BAYE plan and contribution made prior to him leaving
the business. As a result, he increased the number of beneficially owned shares by 296 (Partnership Shares) to 11,536,154 shares.
140
DR. MARTENS PLC ANNUAL REPORT 2025
LTIP awards (awards subject to performance conditions)
Grant date
Share
price at
grant
Type of
award
No of shares
under the
award
01/04/2024
Granted
during the
year
Vested
during the
year
Exercised
during the
year
Lapsed
during the
year
No of shares
under the
award
30/03/2025
End of
performance
period
Kenny
Wilson
2025
LTIP 14/06/2024 84.1p
Conditional
shares – 2,186,147 – – – 2,186,147 31/03/2027
2024
LTIP 30/06/2023 119.3p
Conditional
shares 1,541,114 – – – – 1,541,114 31/03/2026
2023
LTIP 15/06/2022 238.4p
Conditional
shares 756,082 – – – – 756,082 31/03/2025
2022
LTIP 09/02/2021 513.0p
1
Conditional
shares 567,567 – 0 – 567,567 0 31/03/2024
Total 2,864,763 2,186,147 0 – 567,567 4,483,343
Ije
Nwokorie
2025
LTIP 14/06/2024 84.1p
Conditional
shares – 1,117,717 – – – 1,117,717 14/06/2027
Total – 1,117,717 – – – 1,117,717
Giles
Wilson
2025
LTIP 14/06/2024 84.1p
Conditional
shares – 1,441,736 – – – 1,441,736 14/06/2027
2025
LTIP
buyout
2
14/06/2024 84.1p
Conditional
shares – 1,254,310 – – – 1,254,310 14/06/2027
Total – 2,696,046 – – – 2,696,046
1. As explained in the Prospectus and also in the 2021 Annual Report, the number of shares awarded was calculated using the offer share price of 370.0p. The closing share price
on the date of grant was 513.0p.
2. As explained in the Annual Report and Accounts for FY24, Giles received an LTIP award to replace cash LTIP awards forfeited on leaving his previous employer. The award has
the same performance conditions as the 2025 LTIP.
Performance graph and table
Dr. Martens’ shares began unconditional trading on the London Stock Exchange’s main market on 3 February 2021. The chart below shows
the TSR performance of £100 invested in Dr. Martens from 3 February 2021 (using the offer price of 370p per share) to 30 March 2025
against the FTSE 350 index (excluding investment trusts). The FTSE 350 index is considered an appropriate comparison as Dr. Martens
is a constituent of the index.
£0
£20
£40
£60
£80
£100
£120
£140
£160
Value £ (Rebased)
Dr. Martens FTSE 350
03/02/2021 31/03/2021 31/03/2022 31/03/202531/03/202431/03/2023
FY25 FY24 FY23 FY22 FY21
1
CEO single total figure total remuneration (£000s)
Kenny Wilson 1,139 788 773 1,656 259
Ije Nwokorie 303 – – – –
GBS (as % of maximum opportunity)
Kenny Wilson 47.3% 0% 0% 65% 75%
Ije Nwokorie 47.3% – – – –
Long-term incentive vesting (as % of maximum opportunity)
Kenny Wilson 0% 0% – – –
Ije Nwokorie – – – – –
1. FY21 was based on period from admission on 29 January 2021 to 31 March 2021.
GOVERNANCE
141
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION REPORT CONTINUED
Change in Directors’ and employee remuneration
The table below sets out the percentage change in base salary, value of taxable benefits and bonus for all the Directors compared with the
average percentage change for employees.
Percentage change in FY24 – FY25 Percentage change in FY23 – FY24 Percentage change in FY22 – FY23 Percentage change in FY21-FY22
1
Salary
Taxable
benefits
Global
Bonus
Scheme Salary
Taxable
benefits
Global
Bonus
Scheme Salary
Taxable
benefits
Global
Bonus
Scheme Salary
Taxable
benefits
Global
Bonus
Scheme
Kenny Wilson 0% 0% 100% 2% (1%)
3
0% 3% (1%)
3
(100%) 0% 0% 15.7%
Ije Nwokorie N/A N/A N/A 2%
4
– – 3%
4
– – 0% – –
Giles Wilson N/A N/A N/A – – – – – – – – –
Paul Mason 0% – – 2% – – 3% – – 0% – –
Lynne Weedall 0% – – 2% – – 3% – – 0% – –
Ian Rogers 0% – – 2% – – 3% 0%
Robyn Perriss 0% – – 2% – – 12%
2
– – 2.9%
2
– –
Andrew Harrison 0% – – – – – N/A N/A
Tara Alhadeff – – – – – – – – – – – –
Employees
5,6
6% 1.1% 1,093% 5.8% (17.6%) (23.8%) 7.6% 19.4% (91.3%) 7.0% 34.8% 37.5%
1. In FY21, the single total figure of remuneration table was based on the period from admission on 29 January 2021 to 31 March 2021, whereas in FY22 the table was based on the full
financial year ending 31 March 2022. As a result, the figures for the prior year are annualised based on the change in the actual single total figure of remuneration for FY22 compared
to the annualised single total figure of remuneration for FY21 for both Directors and employees.
2. In January 2022 (FY22), Robyn was appointed the Non-Executive Director responsible for employee engagement to represent the employees’ voices at the Board level. To reflect
the increased time that Robyn is spending on her commitment and responsibilities, the Board introduced an additional fee of £10,000 per annum for this role on 1 January 2022.
3. In November 2022, Kenny opted to reduce his private healthcare from family cover to partner cover. He continued to receive partner cover throughout FY24.
4. The percentage change for Ije reflects the change in fees as a Non-Executive Director.
5. The average percentage change for employees is calculated with reference to UK-based employees only using the same data used for CEO pay ratio purposes. This population has
been selected as it aligns to the group for the CEO pay ratio and so enables a more meaningful internal comparison. There are no employees, other than Executive Directors, in the
listed parent company.
6. In order to show a more direct comparison to taxable benefits for the Executive Directors, the basis for the percentage change in taxable benefits for employees has been updated
from prior year disclosures to exclude payroll allowances paid to some employees which are not strictly considered as benefits. The percentage change for FY23 – FY24 reflects
the removal of a car allowance for new joiners at executive level (excluding the Executive Directors). From FY24 car allowance has been removed for new Executives Directors.
CEO pay ratio
UK regulations require companies with more than 250 UK employees to publish a ratio to show CEO total pay versus that of their UK
employees. In line with these regulations, we have provided the ratio calculated using Method A determined by the regulations, under
which a single total figure of remuneration is derived for each employee and the quartiles analysed. This method is, in the Committee’s
view, the most comprehensive and accurate reflection of the remuneration picture across our employee population.
Year ended Method Lower quartile Median Upper quartile
30 March 2025 A 51:1 43:1 24:1
31 March 2024 A 31:1 26:1 15:1
31 March 2023 A 32:1 27:1 15:1
31 March 2022 A 77:1 60:1 31:1
31 March 2021 A 76:1 62:1 35:1
The pay for the CEO and the employees at the percentiles is set out below:
£’000s CEO Lower quartile Median Upper quartile
Basic salary 716 24.9 28.7 49.7
Total pay 1,442 28.4 33.7 59.0
142
DR. MARTENS PLC ANNUAL REPORT 2025
The employee pay figures were calculated by reference to and as at the period ended 30 March 2025 using full-time equivalent data for
relevant employees in service as at 30 March 2025. In FY25, the CEO single figure is the sum of Kenny’s remuneration from 1 April 2024
to 5 January 2025 and Ije’s remuneration from 6 January 2025 to 30 March 2025. There was no increase to Kenny’s salary in FY25 and
Ije’s salary is lower than that of the former CEO. This is the first time in three years there has been a payment under the bonus scheme
although there was no payout under the LTIP award granted in 2022, resulting in an increase in the ratio compared to FY24 and FY23.
The Committee is comfortable that the pay ratio shown above is consistent with our pay, reward and progression policies for the Group’s
UK employees as a whole. The CEO’s remuneration package is more heavily weighted towards variable pay than that of the wider workforce,
due to the nature of the role, and means the ratio is likely to fluctuate depending on the performance of the business and the related outturns
of the incentive plans in each year.
Relative importance of the spend on pay
The table below shows the Group’s expenditure on employee pay compared to distributions to shareholders for the period ended 30 March 2025,
compared to FY24:
FY25
£m
FY24
£m % change
Distribution to shareholders 9.5 57.8 -84%
Total employees’ pay 145.4 126.7 15%
Implementation of Policy in FY26
The section below sets out the planned implementation of the Remuneration Policy in FY26.
Executive Director remuneration
BASE SALARY
During the year, the Committee reviewed salary increases for the wider workforce, taking into account global rates of inflation, the cost of living
and the need to control our cost base. As a result of the review, the average pay increase for the head office workforce was 3% of salary. As Ije
was newly appointed, his salary was not increased for FY26. Giles’ salary was increased by 3%, in line with that of the wider workforce.
Executive Director
Base salaries
FY26 FY25 % change
Ije Nwokorie £650,000 £650,000 0%
Giles Wilson £499,550 £485,000 3%
PENSION AND BENEFITS
Executive Directors will continue to receive a pension contribution of 5% of salary, or cash in lieu, in line with the rate applying to the majority
of the UK workforce. Other benefits include family private health cover, life assurance cover, group income protection and car allowance.
GLOBAL BONUS SCHEME
The maximum GBS opportunity, in line with Policy, is 200% of salary for the CEO and 150% of salary for the CFO.
Performance will be based on adjusted profit before tax (PBT) weighted 70% and strategic objectives relating to our people, our consumer
and the environment (weighted 30% in total or 10% per objective). The Committee considers the disclosure of the precise targets to be
commercially sensitive, but there will be full retrospective disclosure in next year’s Annual Report. The Remuneration Committee has the
discretion to adjust the formulaic GBS outcome if it believes that such outcome is not a fair and accurate reflection of business performance.
One-third of the post-tax GBS awarded will be used to purchase shares, which must be held for two years from the date of acquisition.
Malus and clawback provisions apply as outlined in the Remuneration Policy, from the date of determination of bonus outturn, and for
up to three years thereafter.
GOVERNANCE
143
DR. MARTENS PLC ANNUAL REPORT 2025
REMUNERATION REPORT CONTINUED
LONG TERM INCENTIVE PLAN
The Committee has reviewed the LTIP grant level for FY26. In light of the newly appointed Executive team, the Committee is keen to ensure
that there is a strong alignment between Executive Director and shareholder interests, and to support the return of Dr. Martens to long-term
sustainable growth. Accordingly, the Committee has determined that the FY26 LTIP award will be granted at the normal policy maximum of
300% of salary.
The Committee has reviewed the performance measures to apply to the LTIP awards granted in FY26. The measures are consistent with the
FY25 award but rather than the mix being weighted in favour of EPS, the Committee has determined that there should be an equal one-third
weighting across the three performance measures, upweighting the TSR element and providing a good balance with two of our long term
financial KPIs. The cumulative EPS range, based on the three-year plan, takes into account market expectations over the next three years
and has been chosen to ensure performance in each of the three performance years is considered, rather than focusing on a final year growth
target. The cash flow conversion range is based on the three-year plan and has been increased compared to the range applied to awards
granted in FY25 (60% at threshold and 90% at maximum).
Performance measures Weighting
Targets
Threshold
(25% vesting)
Maximum
(100% vesting)
Cumulative EPS
1
33.3% 14p 22p
Relative TSR vs FTSE 350 (exc. investment trusts) 33.3% Median Upper quartile
Operating cash conversion 33.3% 70% 100%
1. Underlying earnings per share is calculated as earnings before exceptional items.
The Committee is comfortable that these targets provide an appropriate level of stretch and represent a strong link between pay and performance.
When assessing the performance outcome, the Remuneration Committee will have the discretion to alter the formulaic vesting if it believes
that it is not a fair and accurate reflection of business performance.
Awards are subject to a two-year post-vesting holding period. Malus and clawback provisions apply for up to three years following vesting.
Non-Executive Director remuneration
In line with the CEO, the Chair and Non-Executive Directors’ fees have not been increased for FY26. The fees are set out in full in the table below.
Non-Executive Director
Fees
FY26 FY25 % change
Chair of the Board £341,970 £341,970 0%
Non-Executive Director base fee £68,078 £68,078 0%
Senior Independent Director £15,759 £15,759 0%
Audit and Risk Committee Chair’s fee £17,755 £17,755 0%
Remuneration Committee Chair’s fee £17,019 £17,019 0%
Employee Engagement Director £10,506 £10,506 0%
All-employee share incentives
The Executive Directors will be eligible to participate in any all-employee share plan operated by the Company on a consistent basis to
other UK-based employees. Ije Nwokorie, Giles Wilson and Kenny Wilson (to 31 March 2025) elected to participate in Your Share, Buy As
You Earn (BAYE), an HMRC Approved SIP, under which participants invest from their gross monthly income into Partnership Shares and
receive a 1:1 Matching Share for each Partnership Share purchased.
Approval
This Remuneration Report was approved by the Board of Directors on 4 June 2025 and signed on its behalf by the Remuneration
Committee Chair:
LYNNE WEEDALL
CHAIR OF THE REMUNERATION COMMITTEE
4 JUNE 2025
144
DR. MARTENS PLC ANNUAL REPORT 2025
AUDIT AND RISK
COMMITTEE REPORT
ROLE OF THE COMMITTEE
To provide independent challenge and oversight of the
accounting, financial and narrative reporting and internal
control processes, risk management, the Internal Audit
function and the relationship with our external auditor.
COMMITTEE MEMBERSHIP
The Committee’s members are Lynne Weedall, Andrew
Harrison and Robyn Perriss as Committee Chair, all of
whom are Independent Non-Executive Directors. Its
membership is monitored to ensure it is appropriate and
that it enables the Committee to fulfil its duties effectively.
Katherine Bellau acts as secretary to the Committee,
succeeding Emily Reichwald on joining the business
in June 2024.
Board member biographies P102 to 105
FOCUS AREAS FOR FY26
+ Overseeing ongoing preparations for Provision 29 reporting
+ Review of key business transformation projects including
the establishment of a Global Technology Centre
+ Consider emerging supply chain risks in relation to
global tariff uncertainty
+ Continue to monitor cyber risk including in respect of
the ongoing expansion of certain technologies e.g. AI
+ Review of the Group’s global transfer pricing
arrangements
EFFECTIVENESS
The Committee’s effectiveness during FY25 was reviewed
as part of the externally facilitated Board Effectiveness
Review. Details of this can be found on pages 126 and 127.
“Overseeing the ongoing
preparations for Provision
29 reporting will remain a key
focus area for the Committee.”
ROBYN PERRISS
CHAIR OF THE AUDIT AND RISK COMMITTEE
KEY RESPONSIBILITIES
+ Monitoring the integrity of the Group’s Annual Reports and financial
statements and any other formal announcements relating to the
Group’s financial performance, and reviewing the significant financial
reporting judgements made in connection with their preparation
+ Monitoring and reviewing the adequacy and effectiveness of the
Company’s internal financial controls and internal control and risk
management systems
+ Overseeing and maintaining an appropriate relationship with
the Company’s external auditor and reviewing the independence,
objectivity and effectiveness of the audit process
+ Ensuring that Internal Audit arrangements are appropriate
and effective
+ Ensuring that fraud prevention and whistleblowing
arrangements are embedded to minimise the potential
forfraud and financial impropriety
COMMITTEE COMPOSITION COMMITTEE MEMBERS
Number of meetings
attended/max number
could have attended:
Robyn Perriss
(Committee Chair)
5/5
Lynne Weedall 5/5
Andrew Harrison 5/5
AS AT 30MARCH 2025
Female 67%
Male 33%
GOVERNANCE
145
DR. MARTENS PLC ANNUAL REPORT 2025
AUDIT AND RISK COMMITTEE REPORT CONTINUED
As Chair of the Audit and Risk Committee (the Committee),
I am pleased to present our report for FY25. The report provides
shareholders with details of our role and how we fulfilled it through
our activities in FY25. It covers:
+ How we supported the business in responding to the challenges
it has faced through our activities, discussions and debates at our
meetings during the year
+ Our work in overseeing and providing assurance to the Board
in respect of the integrity of our reporting
+ Our process for reviewing, with the assistance of management,
the FY25 Annual Report for the purposes of assessing whether
it represented a fair, balanced and understandable account of
the Group’s position and prospects
+ How we reviewed and assessed the effectiveness of the external
auditor and Internal Audit function
+ Our preparation for incoming regulatory and reporting
requirements, including with respect to the new Board attestation
relating to the effectiveness of internal controls which will impact
the Company’s reporting from FY26
As ever, our report is best read in conjunction with the Independent
Auditors’ Report and the financial statements, available from pages
160 and 168 respectively.
ACTIVITIES IN FY25
The Committee undertook a varied programme of work during
FY25 covering the focus areas disclosed in our FY24 Annual Report.
In addition to our regular reviews of the full and half year accounts
and their corresponding announcements, the effectiveness of the
external auditor and the Internal Audit function, whistleblowing and
anti-fraud procedures, risk management processes and the Group
Risk Register, we received dedicated updates on and discussed
a number of specific matters of importance. Further details of the
Committee’s consideration of key topics is set out below, while a
summary of the range of items discussed at each of our meetings
during the year is set out in the timeline on the opposite page.
NEW CFO TRANSITION
As Committee Chair, I established regular, constructive dialogue
with Giles Wilson during his first year as CFO, as well as with other
members of his Finance Leadership Team who lead the financial
reporting, risk management and internal controls processes. This
has enabled me to deepen my understanding of management’s
perspectives on key issues while ensuring that the information
provided to the Committee is clear, relevant and conducive to
robust debate.
FOCUS ON INTERNAL CONTROLS
AND ‘PROVISION 29’ REPORTING
Internal controls continued to be a key focus area for the Committee
during FY25, particularly given the new ‘Provision 29’ reporting
requirements being introduced by the UK Corporate Governance
Code 2024. While the first Board attestation of the effectiveness
of the Group’s material controls envisaged by Provision 29 is not
required until our FY27 Annual Report, preparatory work continued
to progress well during the year.
Clearly defining which controls were considered ‘material’ in relation
to our principal risks was a key consideration for management and
the Committee, given the significant number of entity level controls
underpinning financial, operational, compliance and reporting
processes which comprise the Group’s internal control framework.
We agreed with management that a proportionate approach to the
new requirements would be to focus on those controls which had a
more existential risk to the Group’s operations or could, should they
fail, result in significant financial and/or reputational impact for
Dr. Martens. A cross-functional working group, led by the Internal
Audit and Finance functions and sponsored by the Chief Financial
Officer and Company Secretary, was established to define and identify
the Group’s key material controls and ensure that appropriate internal
systems, infrastructure, resources and monitoring mechanisms are
in place to provide the Committee with the visibility and assurance
it will need to meet the requirements.
The Committee received regular updates on this process during
FY25, discussing progress and offering guidance where needed.
One such update focused on cyber risk as a worked example of
how material controls might be relied on at a NIST framework level,
including a subset of key entity level cyber controls, and how
internal reporting could evolve to provide the Committee with better
assurance that the relevant, material controls were operating
effectively. This was presented to the Committee in January 2025
and provided an excellent opportunity for us to assess how this
process could work in practice and to provide constructive feedback.
Overseeing the ongoing preparations for Provision 29 reporting will
remain a key focus area for the Committee as we progress towards
our first formal disclosure in 2027, and I am confident that we will
make significant progress over the coming year.
SUSTAINABILITY REPORTING
We received further updates during the year on the work underway
to prepare the business for incoming ESG reporting and assurance
requirements. While we await clarification on the full implementation
timetable for the Corporate Sustainability Reporting Directive
(CSRD), the Committee supported management’s proposal to
postpone the double materiality assessment which had initially
been planned for FY25. We also completed our annual review of
the requirements of the Task Force on Climate-related Financial
Disclosures (TCFD), considering the impact of climate change
from a risk perspective and the quality and consistency of our
reporting against each of the TCFD pillars. More information can
be found in the Sustainability Report on page 81.
CYBER SECURITY
We received detailed updates on the Group’s objectives and
developing maturity in these areas from the Chief Technology Officer
and Chief Information Security Officer. We also received an update
on the technology strategy, covering organisational structure and
future priorities, as well as the Provision 29-focused controls update
outlined above. Additionally, management has continued to make
good progress on formalising and embedding key IT systems
andgeneral controls and the Committee received an update from
PwC on their testing of these as part of the year end audit.
INTERNAL AUDIT PROGRAMME
The Committee received reports from the Internal Audit function
covering the FY25 Internal Audit plan, risk management activity and
project assurance, which were discussed in depth at each meeting.
The Internal Audit reviews conducted during the year in accordance
with the Internal Audit plan were focused on three key areas:
resilience, stability and continuity; delivery of strategy; and brand
custodianship. Details of the specific reviews completed during the
year can be found on page 152. We discussed the progress, findings
and outcomes of these reviews, and the assurance work undertaken
on the Committee’s behalf by the Internal Audit function, in relation
to key strategic projects at each of our meetings in FY25. More
information on the role and effectiveness of the Internal Audit
function and their activities during FY25 can be found on page 152.
146
DR. MARTENS PLC ANNUAL REPORT 2025
FY25 AUDIT
I am pleased to report that the FY25 audit was completed smoothly
overall, with a good level of challenge and debate between PwC
and management on key areas of judgement and our key risks. With
this being their third audit since their appointment, strong working
relationships between the PwC and Dr. Martens teams are now well
established and underpinned by a healthy degree of trust. This was
particularly evident during FY25, being Giles Wilson’s first year as
CFO and with a number of personnel changes impacting the
Finance Leadership Team, since we were able to leverage existing
ways of working with PwC as a solid basis for the year end audit
process. More information about the Committee’s role in overseeing
the relationship with and reviewing the effectiveness of the external
auditor during the year can be found on page 149. PwC’s
Independent Auditor’s Report is available from page 160.
AREAS OF ACCOUNTING FOCUS AND GOING
CONCERN AND VIABILITY
The Committee considered in detail the significant financial
judgements made, and any key accounting issues identified,
by management over the course of the year. A new focus area
for the Committee was the categorisation and disclosure of the
exceptional costs incurred during the year, and ensuring that the
Alternative Performance Measures used were both appropriate
and effective in aiding year-on-year comparability.
We reviewed these areas of judgement and focus with the
assistance of management, alongside our going concern and
viability scenarios; particularly in the context of a challenging
year in which the business focused on ‘resetting’ for the future.
PwC also contributed their perspectives to the Committee’s
discussions on these issues, ensuring that we were well aligned
prior to the finalisation of the FY25 results. Full details of these
and the Committee’s assessments of each can be found on
pages 150 and 151. Our going concern and viability statements
can be found on pages 42 and 43.
FUTURE PRIORITIES
Over the coming year and beyond, the Committee will continue
to focus on preparations for Provision 29 reporting, reviewing key
business transformation projects and monitoring our principal risks.
Our intended priority areas of focus are listed on page 145, and
we will report on these in detail in next year’s Annual Report.
ROBYN PERRISS
CHAIR OF THE AUDIT AND RISK COMMITTEE
4 JUNE 2025
Audit and Risk Committee
activities in FY25
APRIL 2024
+ Reviewed Audit and Risk
Committee effectiveness
+ Reviewed the effectiveness
of the Internal Audit function
+ Reviewed an Internal Audit
report and the FY25 Internal
Audit plan
+ Noted a global audit update
report from PwC
+ Reviewed early drafts of
the Committee’s report, risk
management and TCFD
disclosures in the FY24
Annual Report
+ Reviewed updates on
incoming CSRD reporting
requirements, insurance,
whistleblowing
and compliance
MAY 2024
+ Reviewed near final FY24
Annual Report and full year
results announcement
+ Reviewed effectiveness
of the external auditor
+ Reviewed areas of
accounting judgement, going
concern and viability and
impairment assessments
relating to goodwill, stores
and investment
+ Reviewed updates on
cyber security, banking
covenants and insurance
+ Noted PwC’s report on
the FY24 audit
JULY 2024 – AGM
+ Resolutions to re-appoint
PwC as external auditor
and renew the Directors’
authority to determine their
remuneration formally
approved by shareholders
SEPTEMBER 2024
+ Reviewed PwC’s interim
audit review plan
+ Reviewed preparations
for incoming requirements
on material internal controls
+ Reviewed Internal Audit,
compliance and
whistleblowing and ESG
regulations updates
+ Noted updates on ESG
regulations and reporting
requirements
+ Noted compliance
with FRC minimum
audit standards
NOVEMBER 2024
+ Reviewed FY25 half year
accounts and results
announcement
+ Reviewed PwC’s report
on the interim audit review
+ Reviewed Alternative
Performance Measures,
accounting judgements
and going concern
+ Reviewed updates from
the Internal Audit functionJANUARY 2025
+ Reviewed updates on data
protection, cyber risk and
the technology strategy
+ Reviewed an Internal Audit
and risk management update
+ Reviewed the Committee’s
terms of reference
+ Reviewed an update from
the Tax team, including tax
strategy and horizon scanning
+ Approved the FY25 tax
strategy statement
+ Approved PwC’s FY25
external audit plan
+ Approved the forward
agenda planner for 2025
POST YEAR-END
+ Reviewed Audit and
Risk Committee, Internal
Audit and external auditor
effectiveness
+ Reviewed the FY25
Annual Report
GOVERNANCE
147
DR. MARTENS PLC ANNUAL REPORT 2025
AUDIT AND RISK COMMITTEE REPORT CONTINUED
Governance
ROLE AND MEMBERSHIP OF THE COMMITTEE
Details of the Committee’s composition, role and the range of
responsibilities within its remit are set out on page 145. More details
on these, along with the Committee’s terms of reference, are
available at www.drmartensplc.com. Following a review during
FY25, the Committee approved a minor amendment to reflect
compliance with the FRC’s minimum standard for auditcommittees.
COMPETENCE AND SKILLS OF THE COMMITTEE
The members of the Committee bring a breadth of financial,
commercial and sector expertise. The Committee remains satisfied
that it meets its responsibilities under the UK Corporate Governance
Code (the ‘Code’) and retains an appropriate level of competence
relevant to the sector in which the Company operates.
CHAIR OF THE COMMITTEE
Robyn Perriss has chaired the Audit and Risk Committee since
January 2021. Her responsibilities include setting the Committee’s
agenda and forward planner, maintaining strong relationships
between the Company’s senior leadership and the external auditor,
ensuring that any relevant audit issues are reported back to the
Board effectively and in a timely fashion, and reporting to
shareholders through the Annual Report.
RECENT AND RELEVANT FINANCIAL EXPERIENCE
The Committee is satisfied that Robyn Perriss, a Chartered
Accountant, former Finance Director of a FTSE 100 company
and an experienced Audit Committee Chair, has recent and
relevant financial experience and she has been designated as the
financial expert on the Committee for the purposes of the Code.
Experience and qualifications of each member of the
Committee P102 to 105
HOW THE COMMITTEE OPERATES
The Committee met five times during FY25, with each meeting
attended by a full complement of Committee members. Meetings
are scheduled to align with key dates in the Group’s financial
calendar and in accordance with a forward planner, developed
by the Committee Chair and the Company Secretary. This provides
clarity in respect of the planned structure of future agendas and
the matters on which the Committee’s attention will focus over
the course of the year. It also assists the Committee in ensuring
it devotes sufficient time to discussing the key topics within its
remit and discharging its responsibilities in full.
Representatives from external auditors PwC are invited to
attend each meeting, together with the Chair of the Board, the
Chief Executive Officer, the Chief Financial Officer, the Company
Secretary and the Head of Internal Audit and Risk. Other senior
leaders and members of their teams are regularly invited to attend
meetings to present and contribute their views, as appropriate,
on matters within their respective areas of expertise. Meetings
conclude with private, ‘in-camera’ sessions with the Committee
and PwC, but without the Executive Directors present.
Outside of the annual cycle of scheduled meetings, the Committee
Chair will regularly set time aside to seek the views of the external
auditors and the Head of Internal Audit and Risk on specific matters
of relevance or concern. Additionally, the Committee Chair maintains
regular dialogue with the Chief Financial Officer, Company Secretary
and other members of the Finance and management teams
between meetings.
COMPETITION AND MARKETS AUTHORITY (CMA)
ORDER COMPLIANCE
The Committee confirms that the Company has complied with
the provisions of the Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order 2014
throughout its financial period ended 30March 2025 and up to
the date of this report.
GOVERNANCE UPDATES
The Committee is kept updated on developments within the audit,
corporate governance, reporting and regulatory landscapes that
are of relevance to audit committees by members of the relevant
internal teams and the external auditor. During the year, the
Committee received updates on topics including:
+ Developing standards in ESG reporting and preparations
for incoming CSRD requirements
+ Preparations for the incoming ‘Provision 29’ reporting
requirements introduced by the UK Corporate Governance
Code 2024
Financial and narrative reporting
FULL AND HALF YEAR RESULTS
A key element of the Committee’s role is to assist the Board in its
oversight of the quality and integrity of Dr. Martens’ reporting and
its accounting policies and practices. As such, the Committee
reviewed both the FY25 Annual Report and the half year accounts
prior to their publication on behalf of the Board.
In line with its terms of reference, the Committee monitored the
Group’s year end and half year reporting processes to ensure
that Dr. Martens provided accurate, timely financial results and
that appropriate accounting standards and judgements were
implemented effectively. In doing so, the Committee received and
discussed reports from relevant members of the leadership team,
including reports on the Group’s management of risk and internal
controls, long-term viability, going concern and, in relation to the
FY25 Annual Report specifically, the work that had been undertaken
to ensure the report was fair, balanced and understandable. It also
received and discussed regular reports from the external auditor.
SIGNIFICANT FINANCIAL REPORTING ISSUES,
JUDGEMENTS AND ESTIMATION UNCERTAINTY
The Committee exercises its judgement in determining the
accounting matters that are of particular significance to the financial
statements. Any such matters are subject to discussions between
the Senior Leadership Team, including the Chief Financial Officer
and Director of Financial Control, and the external auditor as part
of the audit process.
Subsequent to the year end, the Committee received reports
from the leadership team in relation to significant accounting issues,
judgements and key sources of estimation uncertainty, significant
accounting policies and proposed disclosures in the FY25 Annual
Report. The Committee is satisfied that each has been appropriately
addressed by the business and reviewed by the external auditor.
As such, the Committee believes that the judgements made are
reasonable, that suitable accounting policies have been adopted
and appropriate disclosures have been made in the accounts.
Details of significant financial accounting issues and areas
where judgement was exercised in relation to the FY25 financial
statements are set out in the table on pages 150 and 151.
148
DR. MARTENS PLC ANNUAL REPORT 2025
FAIR, BALANCED AND UNDERSTANDABLE
A key governance requirement is for the Board to ensure that
the Annual Report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy. To assist in making
this determination, the Board has requested the advice of the
Committee. The process we followed as a Committee in making
our assessment is set out in the table on page 151.
GOING CONCERN AND LONG-TERM VIABILITY
The Committee reviewed the Group’s going concern and long-term
viability disclosures in this Annual Report, together with the reports
prepared by the leadership team in support of each statement, and
advised the Board on their appropriateness.
As part of its review, the Committee noted the significantly
improved working capital position at year end driven by a reduction
in inventory levels, the reduced levels of net debt and that the
Group was operating well within bank covenant levels. It considered
the Group’s future prospects with reference to forward-looking
views on risk, viability and planning, considering among other things
a number of scenarios modelled by the business to assess the
strength of the Group’s financing arrangements and covenant
compliance. The going concern and long-term viability statements
were also reviewed by the external auditor and their findings
reported back to the Committee. The Committee also reviewed
and discussed the conclusions underpinning each of the statements
that had been drawn by the Senior Leadership Team.
Going concern and viability P42
External auditor
Audit firm:
PricewaterhouseCoopers LLP (PwC)
Date appointed:
13 July 2022
Lead partner:
Jonathan Sturges
Lead partner
tenure:
3 years
Total fees in FY25:
(see note 6, page 188)
£2.8m (FY24: £2.8m),
of which £0.2m (FY24: £0.2m)
related to non-audit services
EXTERNAL AUDITOR EFFECTIVENESS
The Committee’s responsibility for overseeing the relationship
between the Group and the external auditor incorporates an
additional duty to review the external auditor’s independence,
objectivity and overall effectiveness.
The Committee received a comprehensive audit plan from PwC
setting out the proposed scope and areas of focus for the FY25
audit, as well as their assessment of the key areas of risk they
had identified. The audit plan and the areas of risk identified by the
auditor were reviewed and, where appropriate, challenged by the
Committee to ensure the underlying assumptions and estimates
were robust.
After the financial year end, the Committee conducted a review
of the effectiveness of PwC and its work during the FY25 audit.
A session led by the Committee Chair, attended by members of
the Company’s global finance leadership teams and dedicated to
discussing the effectiveness of PwC, was held in advance of the
Committee’s meeting on 29 May. To frame these discussions and
ensure the key topics were covered, a tailored list of questions
focusing on, among other things, the FY25 audit plan, the working
relationship with and quality of the PwC team, PwC’s understanding
of the business model and industry, management of any issues
identified, audit process and any particular areas of excellence
and/or challenge, was circulated to attendees in advance. Feedback
from the session, together with relevant specific examples, was
subsequently discussed by the Committee.
Additionally, the Committee considered the quality of communication
and reporting it received from PwC during the year, with a particular
focus on areas of significant judgement and how they had addressed
higher risk areas such as the consideration of impairment and the
exceptional costs incurred in the period, and the related disclosure
of adjusted performance measures.
The Committee also took into account the FRC Audit Quality Review
(AQR) team’s review of PwC’s audit of the Group’s FY24 financial
statements, conducted as part of its annual inspection of audit firms.
We were notified of the conclusion of this review subsequent to the
year-end. The AQR identified areas for improvement relating to the
challenge and corroboration of certain aspects of the model to
support the carrying value of the investment in subsidiary companies
within the Company balance sheet, including a key finding over the
corroboration of growth rates in the forecasts. We discussed the
findings with PwC and are satisfied that the matters raised have
been incorporated and addressed in the FY25 audit. Further details
in relation to the Committee’s assessment of the carrying value of
non-financial assets in FY25 are set out on page 150.
Overall, the Committee’s review acknowledged that PwC had
approached the FY25 audit with flexibility and a clear emphasis on
working with the Company to resolve issues, which was appreciated
by the Dr. Martens teams. It found that PwC had benefitted from
continuity of senior staff and from leveraging a detailed
understanding of the business and strong partnerships with the
Dr. Martens teams. There had been a healthy degree of challenge
from PwC in key areas of the audit and in respect of management’s
assumptions, estimations and judgements, particularly the
application of IAS36. The PwC team was considered to be highly
visible, organised and supportive. Looking ahead to the FY26 audit,
there would be opportunities for PwC to optimise coordination
between regional and Group audit teams and to explore
opportunities for efficiencies in the split of audit work between
the regions and the Group centre.
CONFIRMATION
The Committee confirms that, overall, the external
auditor was effective in planning and executing the
FY25 audit.
GOVERNANCE
149
DR. MARTENS PLC ANNUAL REPORT 2025
AUDIT AND RISK COMMITTEE REPORT CONTINUED
SIGNIFICANT AREAS OF JUDGEMENT AND HOW THESE WERE ASSESSED BY THE COMMITTEE
Revenue
recognition
(see note 2.6
on page 176)
Revenue accounting policies and recognition criteria are assessed in relation to the three key streams: ecommerce, retail
and wholesale. An element of estimation and judgement is involved in relation to:
+ cut-off and what proportion of relevant ecommerce and wholesale sales have not yet been received by the customer
at period end date and should not be recognised as revenue
+ the returns provisions and the accounting requirements in relation to variable consideration under IFRS 15
Based on reports and discussions with management and the external auditors, the Committee reviewed and assessed the
timing of revenue recognition under IFRS 15 and is satisfied that the judgements made were reasonable and appropriate.
Inventory,
valuation and
provisions
(see notes 2.14
on page 178
and 14 on
page 195)
Inventory provisioning requires significant judgement on which inventory lines should be classed as obsolete. During the period
management have reviewed and updated the methodology used to establish the provision in order to more closely reflect the
actual experience of the Group. The revised methodology uses historical experience of the very limited sales at below cost and
inventory identified as not meeting our stringent quality standards to establish an appropriate provision for current inventory.
The Committee has reviewed the revised calculation methodology and is satisfied that this is an appropriate approach, that the
provision calculation has been determined in line with the Group framework and that the overall inventory provision as a proportion
of gross inventory is appropriate.
Defined
benefit
pension
scheme
(see notes 2.22
on page 181,
2.25 on page 182
and 30 on pages
212 to 217)
The Group operates a pension arrangement called the Dr. Martens Airwair Group Pension Plan which has a defined benefit section
within it. This closed to new members in 2002 and to future accrual from January 2006. The scheme has been in a surplus for
several years.
The recognition of the pension scheme surplus is an area of accounting judgement which depends on the interpretation of
the Scheme Rules and the relevant accounting standards including IAS 19 and IFRIC 14. The surplus under the scheme is not
recognised as an asset benefitting the Group on the Balance Sheet, as the Group believes there is uncertainty in relation to the
recoverability of any surplus, and is therefore unlikely to derive any economic benefits from that surplus. In the Group’s view
there is uncertainty over whether the Scheme Rules provide the Group with an unconditional right to a refund of the surplus from
the scheme due to third-party discretionary investment powers which could use up any surplus prior to wind-up. Consistent
with previous years, given this uncertainty, the Group has restricted the pension scheme surplus to zero; the surplus of £8.7m
(31 March 2024: £9.1m) has been restricted to £nil (31 March 2024: £nil). The Committee has considered the actuarial valuation
report and related assumptions, corroborated by the work performed by the external auditors’ actuarial team, and believes that
the related disclosures are appropriate.
Carrying value
of non-
financial
assets
(see notes 2.13
on page 178,
2.25 on page
183, 12 on
pages 191 and
192, 13 on
pages 193 to
195, 21 on page
201, 2 on pages
221 and 222
and 6 on pages
222 to 224)
The Committee considered management’s assessments in relation to the carrying value of non-financial assets, which require
the use of estimates of future cash flows and discount rates to assess whether any impairment should be applied to the current
carrying value. It received detailed reports from management on the impairment reviews undertaken in relation to retail stores,
goodwill and investments in subsidiaries, as well as detailed reporting from the external auditors. It also reviewed regional growth
rate assumptions as compared to published industry growth rates for the footwear category (and, where differences between these
and Dr. Martens base five-year plan rates existed, sought explanations from management) and considered the margin trajectory
over the five year plan period as well as potential cost mitigations at an EBITDA level. The Committee’s considerations in these
areas are summarised below:
Store impairment: The Committee reviewed the Group’s policy for store impairment and the results of the impairment trigger
tests and value in use (VIU) calculations, together with the external auditors’ audit findings. Based on its review, it is satisfied
that 16 stores are impaired with a total impairment charge of £4.3m booked as an adjusting item in the period.
Goodwill impairment: Management applied a discounted cash flow model to determine the VIU of the Group’s EMEA, Americas
and APAC businesses. This indicated that EMEA and APAC retained substantial headroom to their relative carrying values, while
a comparatively lower VIU was generated by the Americas due to the region’s sensitivity to key growth rate assumptions (though
headroom remained). The Committee discussed this in detail with management and the external auditors and remains satisfied
that no impairment is required. The relevant sensitivities are disclosed in note 12 of the financial statements on page 192.
Carrying value of investment in subsidiaries: As a consequence of the market capitalisation of the Group being below the carrying value
of Dr. Martens plc’s investment in its immediate subsidiary, which in turn holds direct or indirect investments in the remainder of the Group,
the Committee reviewed management’s assessment of potential triggers for impairment of this asset. Management similarly applied a
discounted cash flow model to determine the recoverable amount of this investment, which indicated that headroom was retained. Owing
to the sensitivity of management’s model to key growth rates, the Committee also reviewed management’s assessment of the recoverable
amount of the investment assuming growth was restricted to published industry growth rate assumptions. The Committee discussed this
in detail with management and the external auditors, and also obtained an understanding of the assumptions management had made on
future EBITDA margin improvements, concluding that it was satisfied that no impairment is required. The relevant sensitivities, and
associated assumptions used in the model, are disclosed in note 6 of the financial statements on page 223.
Exceptional
costs and
presentation
of Alternative
Performance
Measures
(APMs)
(see pages 231
to 233 and notes
2.4, 2.25 and 4
on pages 175,
183 and 186)
The identification of adjusting items and the presentation of APMs is a judgement in terms of which costs are not associated with
the underlying performance of the Group and impact the comparability of the Group’s results year-on-year. During FY25, the Group
incurred exceptional costs in relation to Director joining costs, cost savings related costs and accelerated fees on debt financing.
The recognition of such costs, totalling £17.9m, as exceptional involves an element of estimation and judgement by management.
The Committee reviewed the exceptional costs through reports and discussions with management and the external auditors,
including explanations of why they were either not related to the underlying performance of the Group or impacted the
comparability of the Group’s results year-on-year. The Committee also reviewed the FRC’s guidance, considered the adjusting
items used by the Group’s peers and the external auditors’ assessment of the adjusting items. The Committee also reviewed
the prominence of APMs versus GAAP measures, together with the narrative of the exceptional costs within the Annual Report,
to ensure it gave adequate detail on why the items were adjusted. The Committee concluded that it was satisfied with the
assessments made and that the appropriate disclosure of exceptional costs has been made.
150
DR. MARTENS PLC ANNUAL REPORT 2025
EXTERNAL AUDITOR INDEPENDENCE AND NON-AUDIT
SERVICES POLICY
The Committee oversees the process for approving any non-audit work
undertaken by the external auditors to ensure the Company does not
impair or compromise its objectivity, effectiveness or independence
and that engagement satisfies all relevant ethical standards.
The Company’s policy governing the provision of non-audit services
by its external auditors reflects the regulations that prohibit external
auditors from undertaking certain non-audit services. As Dr. Martens
is a public interest entity (PIE) by virtue of its transferable securities
being admitted for trading on a regulated market, the external auditors
can only provide services on the FRC ‘whitelist’ of permissible
services and the level of non-audit fees is capped at 70% of the
average Group audit fee paid by the Company over the previous three
financial years. The Company’s non-audit services policy complies
with the FRC’s Revised Ethical Standard (2019).
In making any determination as to whether to appoint the
external auditors to provide certain non-audit services that
are not prohibited, the Committee must consider:
+ whether its skills and experience make it a suitable supplier;
+ whether appropriate safeguards are in place to ensure there
is no threat to its objectivity and independence;
+ the nature of the service to be provided, including fees both
individually and in aggregate relative to the audit fee; and
+ the application of any relevant Revised Ethical Standard issued
by the FRC.
AUDIT FEES
Fees relating to services performed by the external auditors are
reported to and approved by the Committee. Details of fees paid
to PwC in relation to the FY25 audit can be found in the table on
page 149 and in note 6 to the financial statements on page 188.
The fees for non-audit services performed by PwC during FY25,
which are disclosed on page 149, related to work undertaken for
the half year review, provision of turnover certificates, access
to PwC Viewpoint (online accounting and reporting information
platform) and Spain assurance engagements.
CONFIRMATION
The Committee confirms it reviewed and
discussed fees for the FY25 audit and permitted
non-audit services with PwC (as set out on page
149), considered them to be appropriate and
subsequently approved them.
ANNUAL REPORT REVIEW PROCESS:
EARLY REVIEWS
The Board received an early draft of the Annual Report to allow
for feedback and guidance on the messaging, narrative tone
and overall consistency. Further drafts were then circulated at
key stages as the report was developed and refined, providing
additional opportunities for review and feedback.
Any narrative or financial disclosures that required additional
information or clarification were highlighted and the necessary
edits made during the subsequent drafting phase.
AUDIT AND RISK COMMITTEE REVIEWS
MANAGEMENT REPORTS TO THE COMMITTEE
The Committee reviewed papers from the Group Finance
function relating to the financial statements and narrative
reports, covering key areas of accounting judgement,
growth projections and going concern.
FAIR, BALANCED AND UNDERSTANDABLE
The Committee considered a dedicated ‘fair, balanced and
understandable’ paper from management identifying the key
narrative themes presented in the Annual Report, where these
were located throughout the document and how the project
team had ensured consistency between these and the financial
statements in the ‘back half’ of the Annual Report.
INDEPENDENT AUDITOR’S REVIEW
The findings of the FY25 audit, presented to and discussed
with the Committee by PwC, concurred that management’s
assessment that the Annual Report was fair, balanced and
understandable was consistent with the financial statements
and PwC’s knowledge obtained during the audit.
RECOMMENDATION TO THE BOARD
Having completed its assessment, the Committee concluded
that the disclosures throughout the Annual Report and financial
statements, as well as the processes and controls underlying
its production, were appropriate and that the FY25 Annual
Report and financial statements were fair, balanced and
understandable, allowing the Committee to provide positive
assurance to the Board to assist it in making the statement
required by the Code.
The formal statement in respect of fair, balanced and
understandable can be found on page 158.
SIGNIFICANT AREAS OF JUDGEMENT AND HOW THESE WERE ASSESSED BY THE COMMITTEE
Going concern
and viability
(see pages 42
and 43 and
note 2.1 on pages
173 and 174)
Based on papers from management, the Committee performed a detailed review of the Group’s projected cash flows, borrowing
capacity and the covenants within its borrowing facilities over a three-year period (our viability assessment period). This was
discussed and agreed by the Committee in May 2025 by reviewing the Group’s financial position and performance, budgets for
FY26 and three-year cash projections, which were stress tested under different scenarios, including a worst case envisaged
tariff scenario, having regard to the principal risks faced by the business. Further details of the scenarios, including a ‘severe
but plausible’ scenario and consideration of potential mitigations, are set out on pages 42 and 43. The Committee reported
to the Board that, in its view, the going concern assumption remained appropriate.
GOVERNANCE
151
DR. MARTENS PLC ANNUAL REPORT 2025
AUDIT AND RISK COMMITTEE REPORT CONTINUED
Internal Audit, risk and internal control
ROLE OF THE INTERNAL AUDIT FUNCTION
The remit of the Group’s Internal Audit function includes
responsibility for reviewing, appraising and reporting on:
+ the adequacy and effectiveness of the Group’s systems of
operational controls, including outsourced services, financial
controls, and management controls and their operation;
+ the integrity of processes and systems, including those under
development, to help ensure that controls offer adequate
protection against error, fraud and loss;
+ the Group’s policies, standards and procedures (including their
use and appropriateness);
+ the operation of the Group’s corporate governance and risk
management arrangements; and
+ significant aspects of the Group’s activity including major projects
and as directed by the Committee.
The Committee received updates from the Internal Audit function
at each of its meetings during the year. It reviewed:
+ regular updates on the status of the FY25 Internal Audit plan;
+ detailed reports on the process, findings and learnings of specific
internal audits carried out both by the in-house team and subject
matter experts;
+ regular updates on the status of management action points from
prior internal audit reviews;
+ the Group Risk Register and a risk management update;
+ the nature, scoping and resourcing of planned future audits; and
+ regular updates and observations from key strategic change
projects where the Internal Audit team attend a number of steering
groups in an assurance capacity, including the implementation
of a new consumer data platform, a new demand and supply
planning system and a significant cost reduction programme
carried out in FY25.
The Head of Internal Audit and Risk also continues to chair the
Company’s Operational Risk Committee, which has day-to-day
responsibility for overseeing the Group Risk Register and the
development and implementation of the Group’s approach to risk.
In addition to attending Committee meetings, the Head of Internal
Audit and Risk meets regularly with the Chair of the Committee,
without the presence of management, and also meets with other
members of the Committee and with the external audit partner,
as necessary and appropriate. All members of the Committee are
entitled to request a meeting with the Head of Internal Audit and
Risk to discuss risk, control and audit matters.
The Internal Audit function worked closely during the year with
management and the Committee Chair on the Internal Audit plan
for FY26. The approach to shaping this plan was unchanged from
previous years; specifically, it was formulated with reference to
Dr. Martens’ strategic plans and objectives and in consideration
of topics of particular importance or relevance, the principal risks
facing the business and the wider economic and regulatory climate.
The reviews planned for FY26 will cover the key areas of risk and
internal controls, as well as key programme and project assurance
and risk management, with particular emphasis on activities relating
to business resilience, strategic delivery, transformational change
and, in preparation for incoming ‘Provision 29’ reporting, enhancing
the Board’s visibility of the effectiveness of material controls.
KEY INTERNAL AUDIT ACTIVITIES IN FY25
The range of work led by the Internal Audit function during the
year was set out in the FY25 Internal Audit plan and agreed with
the Committee. The Committee received regular progress updates
and was kept informed of the nature, status and indicative timelines
for any actions. The reviews undertaken in FY25 included:
+ IT incident management: Completed a review of Dr. Martens’
service desk and incident management-related controls and
processes, with a particular focus on root-cause analysis and
impact assessment
+ Japan general controls: A review of the key processes and
controls relating to the operating model and control environment
in the Company’s business in Japan
+ Business recovery and systems resilience: Undertook an
assessment of the identification, classification and prioritisation
of business-critical processes and supporting systems, business
continuity planning, and processes for evaluating the business
continuity capabilities of critical third-party vendors. Further work
is planned in this area in FY26
+ Travel and expenses: Reviewed Group-wide compliance against
the Company’s Travel and Expenses Policy
+ Health and safety risk: Completed a risk advisory review to help
inform future health and safety priorities and resource requirements
+ Fraud risk management: Performed a refresh of the fraud risk
assessment, including readiness for the ECCTA legislation on
‘failure to prevent fraud’
+ Compliance programme assurance: Undertook a maturity
assessment of the Dr. Martens’ compliance programme and
its coverage of key areas of legal and compliance risks
+ Readiness for Code 29 compliance: While not a specific internal
audit review, the Internal Audit and Finance Teams led the working
group established to define and identify the Group’s material
controls and ensure that the organisation is prepared to provide
assurance to the Committee as to their effectiveness
INTERNAL AUDIT EFFECTIVENESS
The Committee’s review of the Internal Audit function during FY25
concluded that it continues to operate effectively, possesses a good
level of experience and knowledge and maintains strong working
relationships with senior management and the external auditor. It
also found that Internal Audit had been strong contributors to the
business change agenda in the year.
CONFIRMATION
Overall, the Committee is satisfied that the Internal
Audit function continues to operate effectively and
demonstrates the appropriate degree of quality,
experience and expertise for the business.
152
DR. MARTENS PLC ANNUAL REPORT 2025
ASSESSMENT OF THE GROUP’S SYSTEM OF
INTERNAL CONTROL AND RISK MANAGEMENT
FRAMEWORK
The Group’s processes for assessing and managing significant
business risks, including its principal risks and uncertainties, is a key
area of focus for the Committee. Activity is driven primarily by the
Company’s assessment of its principal risks and uncertainties, as set
out on pages 38 to 41. The Committee reviewed the Group’s risk
management and internal control systems through reports and updates
presented to it by management at its meetings during the year.
The Company has established an internal control environment
to protect the business from the material risks which have been
identified. Management is responsible for establishing and
maintaining adequate internal controls over financial reporting and
for ensuring the effectiveness of these controls. The Committee
receives updates on internal control matters through reports from
the Internal Audit function, ensuring that issues are identified in a
timely fashion, that remedial action is taken in the event that control
failures or weaknesses are identified and that progress can be
monitored by the Committee.
The Committee Chair updates the Board verbally at each
subsequent Board meeting on the key issues discussed by the
Committee. All Board members are given access to Committee
papers, reports and supporting materials. Board members who are
not also members of the Committee are invited to attend Committee
meetings as appropriate to offer their valuable input and expertise.
As such, all Board members are kept up to date on the Committee’s
discussions relating to risk management and systems of internal
control, as well as on its activities generally.
CONFIRMATION
The Committee confirms that it identified no
significant control failings or weaknesses
during the year that may significantly impact
the financial statements.
Further to the Committee’s review, the Board is
satisfied that the Company’s systems of internal
control and risk management continue to be effective.
ANTI-BRIBERY, FRAUD AND CORRUPTION
The Board has delegated responsibility for reviewing the Group’s
systems and controls for preventing bribery and corruption to
the Committee, with support provided by the Internal Audit and
Compliance functions.
Dr. Martens has in place a clear Anti-Bribery and Corruption
Policy which forms part of its global code of conduct, the ‘DOCtrine’.
Employees are issued with a copy of the DOCtrine in their local
language at the time they join the business and materials relating
to the DOCtrine are available for general access via the Company’s
internal intranet, ‘Backstage’. The Company’s compliance training
programme aligns with the DOCtrine and the global policies that it
refers to, ensuring our people understand their responsibilities in
matters including preventing bribery and corruption.
The Committee maintains oversight of the controls the Company
has in place to mitigate fraud risk. It received a report from the
Internal Audit function during the year, which confirmed that no
failings or significant weaknesses in the control environment had
been identified.
CONFIRMATION
The Committee is satisfied that the Company’s
processes, systems and controls relating
to anti-bribery, fraud and corruption remain
appropriate and are sufficiently embedded
and well understood across the business.
WHISTLEBLOWING
The Committee is responsible for ensuring the Company has in
place effective policies and procedures to ensure that issues can
be raised, investigated and acted upon. These procedures are set
out in the Company’s ‘Speak Up’ Policy, which details the process by
which employees are able to safely raise concerns about suspected
illegal or unethical business practices. A confidential incident
reporting facility is available, provided by an independent specialist
firm, for the anonymous reporting of concerns. The policy sits
alongside, and is referenced in, the DOCtrine and is supported by
clear, concise messaging within our employee training and internal
communications to raise awareness of its existence.
The Committee receives updates on whistleblowing activity,
including incidents, investigations and outcomes, within the
regular reports from the Compliance function.
CONFIRMATION
The Committee continues to believe the
Company’s processes and procedures
in relation to whistleblowing are effective,
appropriate and understood.
GOVERNANCE
153
DR. MARTENS PLC ANNUAL REPORT 2025
DIRECTORS’ REPORT
The Directors’ Report for the period ended 30 March 2025 comprises
pages 92 to 158 and 234 and 235 of this Annual Report, including
any sections incorporated by reference. The Directors’ Report fulfils
the requirements of the Corporate Governance Statement for the
purposes of DTR 7.2.3R. Further information is available online,
in the Governance section of www.drmartensplc.com.
The Strategic Report can be found on pages 2 to 91. In accordance
with Section 414C(11) of the Companies Act 2006 (the ‘Act’),
the Board has included certain disclosures in the Strategic Report
set out below:
+ Information relating to future business developments can
be found throughout the Strategic Report
+ Information relating to the Group’s principal risks and risk
management can be found on pages 36 to 41
+ The going concern and long-term viability statements can
be found on pages 42 and 43
+ Details of branches operated by the Company are set out
on pages 2, 25 and 31
+ The Company’s global greenhouse gas emissions, energy
consumption and efficiency during FY25 can be found on page 56
of the Sustainability Report (within the Strategic Report)
+ Information relating to research and development can be found
on pages 6 and 7 and 16 to 21 of the Strategic Report and 60 to
69 of the Sustainability Report
+ Information on how the Directors have had regard for the
Company’s stakeholders, and the effect of that regard, can
be found on pages 32 to 35 of the Strategic Report and pages
110 to 113 of the Governance Report
+ Disclosures based on the principles of the Task Force on
Climate-related Financial Disclosures (TCFD) are detailed
on pages 81 to 90
For information on our approach to social, environmental and
ethical matters, please refer to the Sustainability Report, which
can be found within the Strategic Report on pages 48 to 80.
Other information which legislation requires to be disclosed
in the Directors’ Report is set out on the following pages.
The Strategic Report and the Directors’ Report together form the
Management Report for the purposes of the Disclosure Guidance
and Transparency Rules (DTR) 4.1.8R.
Information relating to financial instruments can be found on pages
179, 180 and 201 to 204 and is incorporated by reference.
Both the Strategic Report and the Directors’ Report have been
drawn up and presented in accordance with and in reliance upon
applicable English company law, and the liabilities of the Directors
in connection with those reports shall be subject to the limitations
and restrictions provided by such law.
Relating to the Board
THE BOARD OF DIRECTORS
Full details of the Directors who held office during the period ended
30 March 2025 and up until the date of this report are provided
on pages 100 to 105. The changes which took place during the
year are set out below.
+ Giles Wilson was appointed on 13 May 2024
+ Kenny Wilson resigned as a Director on 6 January 2025
+ Ije Nwokorie was appointed on 6 January 2025
+ Robert Hanson was appointed on 27 March 2025
+ Benoit Vauchy was appointed on 27 March 2025
The appointment and replacement of Directors are governed by the
Company’s Articles of Association (the ‘Articles’), the UK Corporate
Governance Code (the ‘Code’), the Act and related legislation.
The Company may, by ordinary resolution, declare dividends not
exceeding the amount recommended by the Board. Subject to the
Act, the Board may pay interim dividends and also any fixed rate
dividend, whenever the financial position of the Company, in the
opinion of the Board, justifies its payment.
The Directors may from time to time appoint one or more Directors.
The Board may appoint any person to be a Director (so long as the
total number of Directors does not exceed the limit prescribed in the
Articles). Under the Articles, any such Director shall hold office only
until the next Annual General Meeting (AGM) where they will stand
for annual election.
ARTICLES OF ASSOCIATION AND POWERS OF DIRECTORS
The Articles set out the rules relating to the powers of the Company’s
Directors and their appointment and replacement. The Articles may
only be amended by special resolution at a general meeting of the
shareholders. Subject to the Articles, the Act and any directions given
by special resolution, the business of the Company will be managed
by the Board which may exercise all the powers of the Company.
DIRECTORS’ INDEMNITIES AND INSURANCE
The Company maintained Directors’ and Officers’ liability insurance
cover throughout the reporting period, providing appropriate cover
for legal action brought against the Directors. The Directors may
also obtain independent legal advice at the Company’s expense,
as necessary, in their capacity as Directors. The Company has
entered into deeds of indemnity with each Director, which provide
that the Company shall indemnify the Directors to the fullest extent
permitted by law and the Articles, in respect of all losses arising out
of, or in connection with, the execution of their powers, duties and
responsibilities as Directors of the Company or any of its subsidiaries.
COMPENSATION FOR LOSS OF OFFICE
There are no agreements between the Company and its Directors
or employees providing for compensation for loss of office or
employment that occurs as a result of a takeover bid.
DIRECTORS’ SHARE INTERESTS
Details of Directors’ beneficial and non-beneficial interests in the
shares of the Company are shown on page 140 of the Remuneration
Report. Further information regarding employee share schemes
is provided in note 27 to the financial statements on page 206.
DIRECTORS’ CONFLICTS OF INTEREST
The Company has put in place procedures for managing conflicts
of interest. On becoming aware of the existence of an actual or
potential conflict of interest impacting themselves or any person
closely associated with them, the Directors are required to provide
details to the Board for consideration and, if appropriate, its
authorisation. If a conflict is deemed to exist, the relevant Director
will excuse themselves from consideration for discussions relating
to that conflict. Directors have a continuing duty to update any
changes to these conflicts.
RELATED PARTY TRANSACTIONS
Internal controls are in place to ensure that any related party
transactions involving Directors, or their closely associated persons,
are conducted on an arm’s length basis and are properly recorded
and disclosed where appropriate.
154
DR. MARTENS PLC ANNUAL REPORT 2025
DIRECTORS’ SERVICE CONTRACTS AND LETTERS
OF APPOINTMENT
Details of the Executive Directors’ service agreements and
Non-Executive Directors’ letters of appointment are available
in the Remuneration Report on page 135.
Relating to the Company’s share capital
SHARE CAPITAL
Details of the Company’s issued share capital are set out in note 24
to the financial statements on page 205. As at 30 March 2025, this
comprised a single class of ordinary shares carrying the right to one
vote at general meetings of the Company. Holders of ordinary shares
are entitled to attend and speak at general meetings of the Company,
to appoint one or more proxies and, if they are corporations,
corporate representatives to attend general meetings and to
exercise voting rights. The Articles provide a deadline for submission
of proxy forms of not earlier than 48 hours before the time appointed
for the holding of the meeting or adjourned meeting. However, when
calculating the 48-hour period, the Directors can decide not to take
account of any part of a day that is not a working day.
Holders of ordinary shares may receive a dividend, if declared, and
may share in the assets of the Company on its liquidation. Holders
of ordinary shares are entitled to receive the Company’s Annual
Report and Accounts.
Subject to meeting certain thresholds, holders of ordinary shares
may requisition a general meeting of the Company or the proposal
of resolutions at AGMs.
POWERS FOR THE COMPANY ISSUING OR BUYING
BACK ITS OWN SHARES
The Company was authorised by shareholders at the 2024 AGM
to make one or more market purchases of up to a maximum of
96,197,210 ordinary shares, equivalent to 10% of its issued share
capital. No shares were bought back under this authority during
the period ended 30 March 2025 and up to the date of this report.
The Directors believe that it is desirable to retain this general
authority to buy back shares in order to provide maximum flexibility
in managing the Group’s capital resources. Authority will therefore
be sought at the 2025 AGM to purchase up to a maximum of
96,522,992 ordinary shares. However, this authority would only
be exercised if the Board was satisfied at the time that to do so
would be in the best interests of shareholders.
VARIATION OF RIGHTS
Subject to applicable statutes, rights attached to any class of share
(unless otherwise provided by the terms of allotment of the shares
of that class) may be varied or abrogated with the written consent
of the holders of at least three-quarters in nominal value of the
issued shares of that class (excluding any shares of that class
held in treasury), or by a special resolution passed at a separate
general meeting of the shareholders, but not otherwise.
RIGHTS AND OBLIGATIONS ATTACHING TO SHARES
Subject to the provisions of the Act, and without prejudice to any
rights attached to any existing shares or class of shares, any share
may be issued with such rights or restrictions as the Company
may by ordinary resolution determine or, subject to and in default
of such determination, as the Board shall determine.
RESTRICTIONS ON TRANSFER OF SECURITIES
In connection with the IPO, lngrelux S.àr.l. and certain pre-IPO
shareholders who are members of the Griggs family entered into an
Orderly Marketing Agreement (to which the Company is not a party)
regulating the disposal of shares by any of them, such that any
disposals of any of them following the IPO may be coordinated and
conducted in an orderly manner. Ingrelux S.àr.l. novated its rights
and obligations under the Orderly Marketing Agreement to IngreGrsy
Limited in connection with a restructure of Permira V Fund’s holding
of shares in the Company in June 2024. This agreement stipulates
that, after the expiration of the restrictions referred to above,
following a disposal of shares by lngreGrsy Limited, the parties
agree that they will be bound by a further lock-up on identical terms
to the equivalent lock-up terms in the Underwriting Agreement (in
the case of lngreGrsy Limited) and in the SSE Deed (in the case of
the relevant pre-IPO shareholders) for a period of 90 calendar days
from the date on which the disposal completes.
In addition to the specific restrictions set out in this section, there
are the following ongoing general restrictions on the transfer of
shares in the Company:
+ certain restrictions apply which may from time to time be imposed
by legislation and regulations (for example, legislation relating to
insider dealing);
+ pursuant to the Company’s securities dealing code, the Directors
and members of the leadership team require permission to deal
in the Company’s shares;
+ restrictions apply where a member, or any other person appearing
to be interested in shares held by such member, with an interest
representing at least 0.25% in nominal value of the issued shares
of their class, has been served with a disclosure notice under
Section 793 of the Act and has failed to provide the Company
with information concerning interests in those shares;
+ the Board may, in its absolute discretion, refuse to register the
transfer of any shares which are not fully paid, provided that
the refusal does not prevent dealings in shares in the Company
from taking place on an open and proper basis;
+ the Board may also refuse to register a transfer in favour
of more than four transferees; and
+ the Board may also refuse to register the transfer of an
uncertificated share in the circumstances set out in the
uncertificated securities rules (as defined in the Articles).
GOVERNANCE
155
DR. MARTENS PLC ANNUAL REPORT 2025
DIRECTORS’ REPORT CONTINUED
MAJOR SHAREHOLDERS
As at 30 March 2025, the Company had received notification of the
following interests in voting rights pursuant to Chapter 5 of the DTR:
Date notified % of voting rights
1
Artemis Investment
Management LLP 20 December 2024 9.032810%
GIC Private Limited 24 September 2024 <3%
FMR LLC 23 September 2024 5.91%
IngreGrsy Limited
2
12 June 2024 38.458%
lngreLux S.àr.l.
3
12 June 2024 0%
BlackRock, Inc 25 June 2021 <5%
1. Percentages are shown as a percentage of the Company’s total voting rights as at
the date the Company was notified of the change in holding.
2. lngreGrsy Limited’s shareholding passed a notifiable threshold as a result of a
restructuring which concluded on 11 June 2024, when it was transferred the entirety
of lngrelux S.àr.l.’s shares.
3. lngrelux S.àr.l.’s shareholding passed a notifiable threshold as a result of a restructuring
concluding on 11 June 2024, when its shares were transferred to IngreGrsy Limited.
This information was correct at the date on which it was notified to
the Company. However, the date of notification may not have been
during the year under review and further notifications are not
required to be made until the next notifiable threshold is crossed.
No changes to the positions set out above and no new positions
were disclosed to the Company between 30 March 2025 and the
publication of this Annual Report.
Relating to the Company
PROFIT AND DIVIDENDS
The profit for the financial period, after taxation, amounts to £4.5m.
An interim dividend of 0.85p per ordinary share was announced on
28 November 2024 and paid in April 2025 in relation to the period
under review and the Directors intend to propose a final dividend
for the period ended 30 March 2025 of 1.7p per ordinary share.
INFORMATION TO BE DISCLOSED UNDER
UK LISTING RULE 6.6.1R
Listing Rule Detail Page reference(s)
6.6.1R (1-12) N/A N/A
ADDITIONAL STATEMENT OF COMPLIANCE WITH UK
LISTING RULE 6.6.1R (13)
The Company continues to comply with the requirement in UK
Listing Rule 6.2.3R.
SUBSIDIARIES AND PRINCIPAL ACTIVITIES
The Company is the holding company of the Dr. Martens Group of
companies (the ‘Group’), the principal activities of which are described
in this Annual Report. The Group’s subsidiaries and their locations
are set out in note 14 on page 226 of the financial statements.
BRANCHES
In accordance with the Companies Act 2006 and the Disclosure
and Transparency Rules, the Group confirms that the following
subsidiary companies have branches outside the UK:
+ Dr. Martens Airwair Spain S.L.U.: Portugal
+ DM Airwair Sweden AB: Norway
+ Dr. Martens Airwair Hong Kong Limited: Vietnam
EMPLOYMENT POLICIES
The Company has in place a number of policies covering important
issues including diversity, equity and inclusion, equal opportunities
and wellbeing. We are committed to creating an environment
where our people can all be proud to work and, to do this, we are
an equal opportunity employer. All qualified applicants will receive
consideration for employment without regard to race, colour,
religion, gender, gender identity or expression, sexual orientation,
national origin, genetics, disability or age and we take all reasonable
steps to ensure equality of opportunity in recruitment, training,
development and conditions of work. Persons with disabilities and/
or health conditions are given full and fair consideration for available
roles, having regard for their particular aptitudes and abilities, and
we are committed to providing reasonable accommodations for
qualified individuals with disabilities throughout our job application
process. Employees who become disabled during their career at
Dr. Martens will be retained in employment wherever possible and
the Company will support them in their rehabilitation in the
workplace and provide any training or retraining where needed.
EMPLOYEE INVOLVEMENT
Clear and open communication with our people is fundamentally
important to our culture and to securing our long-term success.
We ensure our people across all the regions in which we operate
globally are kept informed of our performance and strategy and any
significant events or developments impacting the business. Detailed
information about how we involve our people at Dr. Martens can be
found in the Sustainability Report, the Our culture section of the
Governance Report (which details the work of Robyn Perriss as our
Employee Representative Non-Executive Director) and the wider
Strategic Report, specifically on pages 33, 44 to 47 and 70 to 77.
POLITICAL DONATIONS
The Company did not make any political donations or incur any
political expenditure during the period ended 30 March 2025.
EXTERNAL AUDITOR
Resolutions proposing to re-appoint PricewaterhouseCoopers
LLP as auditor of the Company and to authorise the Audit and
Risk Committee to determine its remuneration will be proposed
for shareholder approval at the upcoming AGM in July 2025.
CHANGE OF CONTROL
Details of the significant agreements to which the Company is
party that take effect, alter or terminate upon a change of control
of the Company following a takeover bid are set out below:
Share plans: The Company’s share plans contain specific
provisions relating to change of control. Outstanding awards and
options will normally automatically vest and become exercisable
or payable on or following a change of control arising as a result
of a general offer to acquire the whole of the Company’s issued
share capital or a court sanctioned compromise or arrangement
under Section 899 of the Act, subject to the relevant performance
conditions being met at that time.
Available facilities: The Senior Facilities Agreement was amended
and restated on 14 November 2024 between the Group and various
banks, pursuant to which the Group has access to: (i) a £250m
term loan facility; and (ii) a £126.5m multi-currency revolving credit
facility, containing provisions that, in the event of the occurrence of
a change of control event, the banks shall have 15 business days to
exercise an individual right: (i) to cancel all undrawn commitments
on five business days’ notice; and (ii) on 60 days’ notice to require
that all outstanding participations in utilisations are repaid with
accrued interest and any other relevant amounts accrued.
156
DR. MARTENS PLC ANNUAL REPORT 2025
Relationship agreement: Details of the relationship agreement
with IngreGrsy Limited are set out in the relevant section of this
Directors’ Report below. The relationship agreement ceases to
apply if the Company’s shares cease to be listed in the commercial
companies category of the Official List and traded on the London
Stock Exchange’s main market for listed securities, or if the holding
of IngreGrsy Limited (together with any of its associates) ceases to
control or to be entitled to control the exercise of, in aggregate, 10%
or more of the votes able to be cast on all or substantially all matters
at general meetings of the Company.
MODERN SLAVERY STATEMENT
The Company’s Modern Slavery Statement is reviewed and
approved by the Board annually and published on our corporate
website, in line with Section 54(1) of the Modern Slavery Act 2015.
The statement covers the activities of the Company and its
subsidiaries and details policies, processes and actions we have
taken to ensure that slavery and human trafficking are not taking
place in our supply chains or any part of our business.
Our Modern Slavery Statement can be found at
www.drmartensplc.com
RELATIONSHIP AGREEMENT WITH CONTROLLING
SHAREHOLDER
The Company’s largest and, for the purposes of the UK Listing Rules,
controlling shareholder is lngreGrsy Limited, which owns 38.33%
of the issued share capital of Dr. Martens plc as at 4 June 2025,
the date of this report. lngreGrsy Limited is wholly owned by funds
advised by Permira Advisers LLP, a global investment firm. The
Company and lngreGrsy Limited have entered into a relationship
agreement (the ‘Relationship Agreement’) to ensure that:
01. the Group can carry on an independent business as its
main activity;
02. any transactions and arrangements between the Group and
IngreGrsy Limited (and/or any of its associates) are at arm’s
length and conducted on normal commercial terms;
03. neither IngreGrsy Limited nor any of its associates will take any
action that would have the effect of preventing the Company
from complying with its obligations under the UK Listing Rules;
04. neither IngreGrsy Limited nor any of its associates will propose
or procure the proposal of a shareholder resolution which is
intended or appears to be intended to circumvent the proper
application of the UK Listing Rules; and
05. at all times a majority of the Directors of the Company shall
be independent of IngreGrsy Limited.
Pursuant to the Relationship Agreement, IngreGrsy Limited is also
entitled to appoint two Non-Executive Directors to the Board for so
long as it (together with any of its associates) controls or is entitled
to control the exercise of in aggregate 20%, and one Non-Executive
Director to the Board for so long as it (together with any of its
associates) controls or is entitled to control the exercise of in
aggregate 10%, or more of the votes able to be cast on all or
substantially all matters at general meetings of the Company.
In addition, IngreGrsy Limited is entitled to nominate one of those
individuals to be a member of the Company’s Nomination
Committee. lngreGrsy Limited’s appointed representatives are
TaraAlhadeff and Benoit Vauchy, whose biographies can be
found on page 104), and it will consult in advance with the Chair
of the Nomination Committee regarding the identity of any person
proposed to be nominated as a Non-Executive Director in the future.
Pursuant to the Relationship Agreement, IngreGrsy Limited has
certain information rights for the purposes of its accounting, tax
or other regulatory requirements. In addition, the Company may
request that Permira Advisers LLP provides it with advisory services.
IngreGrsy Limited has undertaken to keep information it receives
on the Group confidential and in accordance with applicable law.
The Relationship Agreement also provides for the Company to
provide, subject to certain limitations and exceptions, reasonable
cooperation and assistance to IngreGrsy Limited in the event of a
sale of shares by lngreGrsy Limited, and that IngreGrsy Limited will
ensure that any such secondary sales of shares in the Company
are conducted in an orderly manner.
The Directors believe that the terms of the Relationship Agreement
enable the Group to carry on its business independently of IngreGrsy
Limited. The Relationship Agreement will continue for so long as:
01. the Company’s shares are listed on the commercial companies
segment of the Official List and traded on the London Stock
Exchange’s Main Market for listed securities; and
02. IngreGrsy Limited (together with any of its associates) controls
or is entitled to control the exercise of in aggregate 10% or more
of the votes able to be cast on all or substantially all matters at
general meetings of the Company.
While IngreGrsy Limited, on its own or together with any person
with whom it is acting in concert, holds 30% or more of the votes
able to be cast on all or substantially all matters at general meetings
of the Company, it is considered a ‘controlling shareholder’ for the
purposes of the UK Listing Rules. While IngreGrsy Limited remains
a controlling shareholder, certain resolutions, such as resolutions
relating to the election of Independent Directors or the cancellation
of the Company’s listing, will, in order to be passed, need to be
approved by both:
01. a majority of shareholders voting on the resolution; and
02. a majority of shareholders voting on the resolution excluding
IngreGrsy Limited.
ANNUAL GENERAL MEETING
The Company’s AGM will be held at 1-11 Hawley Crescent, Camden,
NW1 8NP, on Thursday 10 July 2025 at 9.30am.
The Notice of Meeting, together with explanatory notes and
guidance on voting and arrangements, will include details
of the business to be put to shareholders at the AGM.
GOVERNANCE
157
DR. MARTENS PLC ANNUAL REPORT 2025
DIRECTORS’ REPORT CONTINUED
Statement of Directors’ responsibilities in respect
of the financial statements
The Directors are responsible for preparing the Annual Report
for the 52 weeks ended 30 March 2025 and the financial statements
in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have prepared
the Group financial statements in accordance with UK-adopted
International Accounting Standards and the Company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 ‘Reduced Disclosure Framework’, and
applicable law).
Under company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent company and
of the profit or loss of the Group for that period. In preparing the
financial statements, the Directors are required to:
+ select suitable accounting policies and then apply them consistently;
+ state whether applicable UK-adopted International Accounting
Standards have been followed for the Group financial statements
and United Kingdom Accounting Standards, comprising FRS
101 have been followed for the Company financial statements,
subject to any material departures disclosed and explained in
the financial statements;
+ make judgements and accounting estimates that are reasonable
and prudent; and
+ prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for safeguarding the assets of
the Group and Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Group and Company
and enable them to ensure that the financial statements and
the Directors’ Remuneration Report comply with the Companies
Act 2006.
The Directors are responsible for the maintenance and integrity
of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report for the 52 weeks
ended 30 March 2025 and the financial statements, taken as
a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s and
Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the
Board of Directors section, confirm that, to the best of their knowledge:
+ the Group financial statements, which have been prepared in
accordance with UK-adopted International Accounting Standards,
give a true and fair view of the assets, liabilities, financial position
and profit of the Group;
+ the Company financial statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets,
liabilities and financial position of the Company; and
+ the Strategic Report includes a fair review of the development
and performance of the business and the position of the Group
and Company, together with a description of the principal risks
and uncertainties that it faces.
In the case of each Director in office at the date the Directors’ Report
is approved:
+ so far as the Director is aware, there is no relevant audit
information of which the Group’s and Company’s auditors
are unaware; and
+ they have taken all the steps that they ought to have taken
as a Director in order to make themselves aware of any relevant
audit information and to establish that the Group’s and Company’s
auditors are aware of that information.
The Directors’ Report was approved by a duly authorised committee
of the Board of Directors on 4 June 2025 and signed on its behalf by:
By order of the Board
KATHERINE BELLAU
COMPANY SECRETARY
4 JUNE 2025
DR. MARTENS PLC
COMPANY NUMBER: 12960219
158
DR. MARTENS PLC ANNUAL REPORT 2025
160 Independent Auditors’ Report
168 Consolidated Statement of
Profit or Loss
169 Consolidated Statement
of Comprehensive Income
170 Consolidated Balance Sheet
171 Consolidated Statement
of Changes in Equity
172 Consolidated Statement
of Cash Flows
173 Notes to the Consolidated
Financial Statements
FINANCIAL
STATEMENTS
FINANCIAL STATEMENTS
159
DR. MARTENS PLC ANNUAL REPORT 2025
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF DR. MARTENS PLC
Opinion
In our opinion:
+ Dr. Martens plc’s Group financial statements and Parent Company financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the Parent Company’s affairs as at 30 March 2025 and of the Group’s profit and the Group’s cash
flows for the 52 week period then ended;
+ the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as
applied in accordance with the provisions of the Companies Act 2006;
+ the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
+ the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report for the 52 weeks ended 30 March 2025 (the “Annual Report”),
which comprise: the Consolidated and Parent Company Balance Sheets as at 30 March 2025; the Consolidated Statement of Profit or Loss,
the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Changes in Equity and the
Consolidated Statement of Cash Flows for the period then ended; and the notes to the financial statements, comprising material accounting
policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
INDEPENDENCE
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 6, we have provided no non-audit services to the Parent Company or its controlled undertakings
in the period under audit.
Our audit approach
CONTEXT
We performed full scope audits of four components.
OVERVIEW
Audit scope
+ In addition, for a further four components, we performed audit procedures on specific accounts within that component based on either
the size or risk profile of those accounts;
+ Specific audit procedures in relation to various Group activities, including over the consolidation, leases, share based payments, taxation,
pensions, the carrying value of goodwill and store right-of-use assets and property, plant and equipment, were performed by the Group
audit team centrally; and
+ We performed a statutory audit of the Parent Company.
Key audit matters
+ Classification of adjusting items (Group)
+ Carrying value of investment in subsidiary (Parent Company)
REPORT ON THE AUDIT OF THE
FINANCIAL STATEMENTS
160
DR. MARTENS PLC ANNUAL REPORT 2025
Materiality
+ Overall Group materiality: £6.0 million (2024: £7.2 million) based on 5% of the five-year average Adjusted Group profit before tax with
a further haircut applied in the current period and 5% of the three-year average Group profit before tax with a further haircut applied
for the prior year.
+ Overall Parent Company materiality: £14.2 million (2024: £14.1 million) based on 1% of total assets.
+ Performance materiality: £4.5 million (2024: £5.4 million) (Group) and £10.7 million (2024: £10.6 million) (Parent Company).
THE SCOPE OF OUR AUDIT
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon,
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Classification of adjusting items is a new key audit matter this period. Valuation of inventory provisions, which was a key audit matter
last year, is no longer included because of the inventory held by the Group having reduced to levels reflective of the operational needs
of the business. Otherwise, the key audit matters below are consistent with last year.
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Classification of adjusting items (Group)
Refer to Note 2.4 Alternative performance measures, Note 2.25
Significant Judgements and Estimates and Note 4 Adjusting items.
The Group discloses “adjusted profit before tax” as management
considers this information to provide users of the financial
statements with additional insight into the year-on-year performance
of the business. Adjusted profit before tax of £34.1m (FY24: £97.2m)
is presented which compares to an IFRS measure of profit before
tax of £8.8m (FY24: 93.0m).
The £25.3m (FY24: £4.2m) of adjusting items, which includes
exceptional costs, are those which are significant either by virtue
of their size and/or one-off nature, the inclusion of which could,
in management’s view, distort comparability between the reporting
performance of each period.
The presentation of items as adjusting can be judgemental and have
a significant impact on the readers of the financial statements. Due
to the quantum and number of adjusting items in the year, we focused
on the presentation of these items to verify that they were treated
consistently with the Group’s accounting policy and presentation
of GAAP and Non GAAP measures are equally prominent.
We assessed management’s policy with reference to guidance
published by the European Securities and Markets Authority (ESMA)
and the Financial Reporting Council (FRC) and satisfied ourselves
that categories identified as adjusting items are materially consistent
with management’s policy.
We further verified the consistency of the exceptional costs, included
in adjusting items, to management’s policy by performing testing over
a sample of items and tracing them back to supporting evidence. As
part of this sample testing, we also understood the nature of the items
and management’s rationale for classification.
We assessed the completeness of management’s disclosures within
the financial statements to verify that they accurately reflected the
types of costs included in each category.
Based on our work, we are satisfied that the treatment of adjusting
items is materially consistent with the Group’s policy and we consider
the presentation and disclosure to be appropriate.
FINANCIAL STATEMENTS
161
DR. MARTENS PLC ANNUAL REPORT 2025
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF DR. MARTENS PLC CONTINUED
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Carrying value of investment in subsidiary (Parent Company)
Refer to Note 2 (Parent Company financial statements) for
accounting policies and Note 6 (Parent Company financial
statements) – Investments of the Parent Company financial
statements. Investments are investments in subsidiaries.
In accordance with IAS 36, the Parent Company’s investments
(the “investment”) balance should be carried at no more than its
recoverable amount, being the higher of fair value less costs to sell
and its value in use. IAS 36 requires an entity to determine whether
there are indications that an impairment loss may have occurred
and if so, make a formal estimate of the recoverable amount.
The continuation of Dr. Martens market capitalisation being below
the carrying value of the investment was considered by management
to be a potential impairment trigger and consequently an impairment
assessment was performed. This assessment included preparing
a Value in Use (VIU) model reflecting the Board approved five year
plan to FY30 and the cash flows into perpetuity using an estimated
terminal growth rate.
Through this assessment management identified that the VIU
exceeded the carrying value of the investment, and therefore
concluded that no impairment was required.
+ We challenged management on the reasons why the market
capitalisation of Dr. Martens had continued to be below the
investment carrying value during the period.
+ We performed lookback procedures to understand the reasons for
differences between the Group’s actual results and those budgeted
in previous years. We specifically challenged management on how
it had incorporated the experience of recent shortfalls to budget
in its latest forecasts.
+ We verified the mathematical accuracy of the calculations used
to estimate the VIU.
+ Supported by our PwC valuations experts, we independently
assessed management’s discount rate for appropriateness, and
compared the revenue and EBITDA multiples of management’s
VIU model to similar companies.
+ We considered internal and external market evidence to assess
certain key assumptions in the VIU model, notably in relation
to assumed revenue growth by revenue channel and by region.
+ We assessed the impact of recently completed cost saving initiatives
on the VIU model, as well as other future cost assumptions.
+ We considered the appropriateness of other assumptions in the
model, including the working capital movements and long term
growth rates.
+ We requested that management perform an additional sensitivity
on its model to assume the Group would only achieve revenue
growth rates forecast by third party industry data. No impairment
arose as a consequence of this sensitivity.
+ We also evaluated the disclosures in Note 2 – Accounting policies
and Note 6 – Investments of the Parent Company financial
statements, which included sensitivities.
Management’s estimate of recoverable amount, although sensitive
to changes in certain key assumptions, supports the carrying value
of the investment.
We consider management’s conclusion that, whilst indicators of
impairment existed, no impairment was required to be appropriate.
We also consider the inclusion of sensitivity disclosures to be
appropriate, which we verified as being accurately calculated.
162
DR. MARTENS PLC ANNUAL REPORT 2025
HOW WE TAILORED THE AUDIT SCOPE
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as
a whole, taking into account the structure of the Group and the Parent Company, the accounting processes and controls, and the industry
in which they operate.
We identified four financially significant components, being Airwair International Limited, Dr. Martens Airwair USA LLC, Dr. Martens Airwair
Wholesale Limited and Ampdebtco Limited, where a full scope audit has been performed. We performed audit procedures on specific
accounts within four other components based on either the size or risk profile of those accounts. The components where we performed audit
procedures covered approximately 79% of the Group’s absolute adjusted profit before tax, 84% coverage of revenue and 87% of net assets.
Where work was performed by component auditors, detailed instructions were issued by the Group audit team and we conducted conference
calls with component teams. For our significant and material components, oversight procedures included regular communication with the
component team, reviewing their working papers, and attending the clearance meetings either virtually or in person. For the four components
where procedures were performed on specific accounts, the Group audit team either performed audit work directly on the component, or we
reviewed deliverables received and attended clearance meetings of the other components. Specific audit procedures over central functions
and areas of significant judgement, including consolidation, taxation, pensions, the carrying value of goodwill and store right-of-use assets
and property, plant and equipment, were performed by the Group audit team centrally.
THE IMPACT OF CLIMATE RISK ON OUR AUDIT
In considering the impact of climate risk on our audit, we:
+ Made enquiries of management to understand the extent of the potential impact of climate risk on the Group’s financial statements
and we remained alert when performing our audit procedures for any indicators of the impact of climate risk;
+ Read the disclosures in relation to climate risk made in the other information within the Annual Report to ascertain whether
the disclosures are materially consistent with the financial statements and our knowledge from our audit. Our responsibility
over other information is further described in the Reporting on other information section of our report; and
+ Inquired of management to understand and evaluate the Group’s risk assessment process in relation to climate change.
Our procedures did not identify any material impact as a result of climate risk on the Group’s and Parent Company’s financial statements.
MATERIALITY
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on
the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate
on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
FINANCIAL STATEMENTS – GROUP FINANCIAL STATEMENTS – PARENT COMPANY
Overall materiality £6.0 million (2024: £7.2 million). £14.2 million (2024: £14.1 million).
How we determined it 5% of the five-year average adjusted Group profit before
tax with a further haircut applied in the current period and
5% of the three-year average Group profit before tax with
a further haircut applied for the prior year.
1% of total assets.
Rationale for
benchmark applied
We consider the most appropriate benchmark on which
to calculate materiality was the Group’s adjusted profit
before tax as it is one of the key indicators of financial
performance of the Group. We use a five-year average
from FY21 to FY25 due to the continued volatility of
earnings in recent years. We then applied a further haircut.
As the Parent Company, Dr. Martens plc, is a holding
company for the Group the materiality benchmark
has been determined based on total assets, which
is a generally accepted auditing benchmark.
FINANCIAL STATEMENTS
163
DR. MARTENS PLC ANNUAL REPORT 2025
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF DR. MARTENS PLC CONTINUED
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range
of materiality allocated across components was £0.5 million to £5.7 million. Certain components were audited to a local statutory audit
materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes.
Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £4.5 million (2024: £5.4 million) for the Group
financial statements and £10.7 million (2024: £10.6 million) for the Parent Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £300,000
(Group audit) (2024: £360,000) and £710,000 (Parent Company audit) (2024: £700,000) as well as misstatements below those amounts
that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going concern
basis of accounting included:
+ Assessing the risk around going concern at the planning and period end phases of the audit;
+ Performing a walkthrough of the Group’s financial statement close process, budgeting and forecasting process and confirming our
understanding of management’s going concern assessment process;
+ Obtaining management’s going concern model which included a base case, and a severe but plausible downside scenario covering
the going concern assessment period. In addition to the severe but plausible case, management prepared reverse stress test scenarios;
+ Challenging management on its consideration of the potential impact of tariffs on the Group (notably its US business) and assessing
its further downside scenario that incorporated a potential tariff impact;
+ Critically assessing the assumptions within the models including: assessing the historical accuracy of management’s forecasting and
obtaining corroborating, and considering contradictory, evidence for the assumptions used;
+ Considering the assumptions made regarding a 10% year-on-year decrease in revenue, the impact of factory closures in one of the key
production geographic areas, a reduction in factory capacity due to a heatwave impacting two locations and a cyber-attack impacting one
region, in the severe but plausible downside case and assessing whether there were any other scenarios which should be considered;
+ Obtaining and reviewing the Group’s new financing agreement, confirming our understanding of the terms of the agreements including
those relating to covenant test ratio requirements, and checking the calculation of headroom in respect of the financial covenant test
ratios and assessing the Group’s forecast banking covenant requirements; and,
+ Confirming that consistent approaches to going concern, viability, impairment and other key areas of estimation have been used.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Parent
Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
164
DR. MARTENS PLC ANNUAL REPORT 2025
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.
The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures
to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act
2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters
as described below.
STRATEGIC REPORT AND DIRECTORS’ REPORT
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’
Report for the period ended 30 March 2025 is consistent with the financial statements and has been prepared in accordance with applicable
legal requirements.
In light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic Report and Directors’ Report.
DIRECTORS’ REMUNERATION
In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information
are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing
material to add or draw attention to in relation to:
+ The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
+ The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
+ The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis
of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Parent Company’s ability
to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
+ The directors’ explanation as to their assessment of the Group’s and Parent Company’s prospects, the period this assessment covers
and why the period is appropriate; and
+ The directors’ statement as to whether they have a reasonable expectation that the Parent Company will be able to continue in operation
and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
FINANCIAL STATEMENTS
165
DR. MARTENS PLC ANNUAL REPORT 2025
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF DR. MARTENS PLC CONTINUED
Our review of the directors’ statement regarding the longer-term viability of the Group and Parent Company was substantially less in scope
than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is
consistent with the financial statements and our knowledge and understanding of the Group and Parent Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:
+ The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the Group’s and Parent Company’s position, performance, business model and strategy;
+ The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
+ The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Parent Company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules
for review by the auditors.
Responsibilities for the financial statements and the audit
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors are responsible
for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and
fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations
related to employment matters and the UK Listing Rules, and we considered the extent to which non-compliance might have a material
effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements
such as the Companies Act 2006 and tax legislation. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to
posting of journals that did not result in an expected combination with revenue postings and management bias in accounting estimates.
The Group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit
procedures in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component
auditors included:
+ Discussions with the Directors, the Audit and Risk Committee and Group General Counsel;
+ Review of legal correspondence, internal audit reports, whistleblowing reports and Board meeting minutes and consideration of known
or suspected instances of non-compliance with laws and regulations, and fraud;
+ Challenging management on its critical accounting estimates and judgements;
+ Identifying and testing journal entries to address the risk of inappropriate journals as previously referred to;
+ Audit of the tax charge and assets; and
+ Reviewing the financial statement disclosures and agreeing to underlying supporting documentation.
166
DR. MARTENS PLC ANNUAL REPORT 2025
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance
with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to
target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw
a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
USE OF THIS REPORT
This report, including the opinions, has been prepared for and only for the Parent Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
Other required reporting
COMPANIES ACT 2006 EXCEPTION REPORTING
Under the Companies Act 2006 we are required to report to you if, in our opinion:
+ we have not obtained all the information and explanations we require for our audit; or
+ adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received
from branches not visited by us; or
+ certain disclosures of directors’ remuneration specified by law are not made; or
+ the Parent Company financial statements and the part of the Remuneration report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 14 July 2022 to audit the financial
statements for the year ended 31 March 2023 and subsequent financial periods. The period of total uninterrupted engagement is three
years/periods, covering the years/periods ended 31 March 2023 to 30 March 2025.
Other matter
The Parent Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial
statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the
National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured
digital format annual financial report has been prepared in accordance with those requirements.
JONATHAN STURGES (SENIOR STATUTORY AUDITOR)
FOR AND ON BEHALF OF PRICEWATERHOUSECOOPERS LLP
CHARTERED ACCOUNTANTS AND STATUTORY AUDITORS
LONDON
4 JUNE 2025
FINANCIAL STATEMENTS
167
DR. MARTENS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE 52 WEEKS ENDED 30 MARCH 2025
Note
FY25 FY24
£m£m
Revenue
3
787 .6
877 .1
Cost of sales
(275.9)
(301.9)
Gross margin
511.7
575.2
Selling and administrative expenses
5
(474.7)
(453.0)
Finance income
3.8
3.0
Finance expense
8
(32.0)
(32.2)
Profit before tax
8.8
93.0
EBIT
1,2
3
37 .0
122.2
Net finance expense
(28.2)
(29.2)
Profit before tax
8.8
93.0
Tax expense
9
(4.3)
(23.8)
Profit for the period
4.5
69.2
Reconciliation of adjusted EBIT
1
: Note(s)
FY25
£m
FY24
£m
EBIT
1,2
3 37.0 122.2
Exceptional costs
1
3, 4 16.3 –
Impairment of non-financial assets 3, 4 4.3 –
Currency losses 3, 4 3.1 4.2
Adjusted EBIT
1
– non-GAAP measure 60.7 126.4
Reconciliation of adjusted profit before tax
1
: Note(s)
FY25
£m
FY24
£m
Profit before tax 3 8.8 93.0
Exceptional costs
1
3, 4 17.9 –
Impairment of non-financial assets 3, 4 4.3 –
Currency losses 3, 4 3.1 4.2
Adjusted profit before tax
1
– non-GAAP measure 34.1 97.2
Earnings per share
Note
FY25
FY24
Basic
10
0.5p
7 .0p
Diluted
10
0.5p
7 .0p
Adjusted earnings per share
1
– non-GAAP measure Note FY25 FY24
Adjusted basic
1
10 2.4p 7.4p
Adjusted diluted
1
10 2.4p 7.3p
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
2. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business.
Refer to the Glossary on pages 231 to 233 for further explanation of the change.
The results for the periods presented above are derived from continuing operations and are entirely attributable to the owners
of the ParentCompany.
The notes on pages 173 to 217 form part of these Consolidated Financial Statements.
168
DR. MARTENS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 52 WEEKS ENDED 30 MARCH 2025
Note
FY25 FY24
£m£m
Profit for the period
4.5
69.2
Other comprehensive (expense)/income
Items that may subsequently be reclassified to profit or loss
Foreign currency translation differences
(3.1)
(2.8)
Cash flow hedges: Fair value movements in equity
(0.3)
(1.8)
Cash flow hedges: Reclassified and reported in profit or loss
20
(0.2)
3.9
Tax in relation to share schemes
9
(0.7)
0.5
Tax in relation to cash flow hedges
9
0.3
(0.7)
(4.0)
(0.9)
Total comprehensive income for the period
0.5
68.3
The notes on pages 173 to 217 form part of these Consolidated Financial Statements.
FINANCIAL STATEMENTS
169
DR. MARTENS PLC ANNUAL REPORT 2025
CONSOLIDATED BALANCE SHEET
AS AT 30 MARCH 2025
Note(s)
FY25 FY24
£m£m
ASSETS
Non-current assets
Intangible assets
12
274.0
270.0
Property, plant and equipment
13
49.6
59.4
Right-of-use assets
13
143.2
173.5
Investments
21
1.0
1.0
Derivative financial assets
20
–
0.1
Deferred tax assets
23
11.1
11.2
478.9
515.2
Current assets
Inventories
14
187 .4
254.6
Trade and other receivables
15
62.4
68.8
Income tax assets
4.2
1.2
Derivative financial assets
20
1.0
1.5
Cash and cash equivalents
16
155.9
111.1
410.9
437 .2
Total assets
889.8
952.4
LIABILITIES
Current liabilities
Trade and other payables
17
(108.9)
(92.2)
Borrowings
18
(2.4)
(8.4)
Lease liabilities
18, 29
(45.9)
(47 .0)
Income tax liabilities
(1.3)
(5.8)
Derivative financial liabilities
20
(0.1)
(0.1)
(158.6)
(153.5)
Non-current liabilities
Borrowings
18
(246.3)
(286.3)
Lease liabilities
18, 29
(109.5)
(135.3)
Provisions
19
(6.5)
(6.3)
Deferred tax liabilities
23
(2.5)
(2.8)
(364.8)
(430.7)
Total liabilities
(523.4)
(584.2)
Net assets
366.4
368.2
EQUITY
Equity attributable to the owners of the Parent
Ordinary share capital
24, 26
9.6
9.6
Treasury shares
25, 26
–
–
Hedging reserve
26
0.7
0.9
Capital redemption reserve
26
0.4
0.4
Merger reserve
26
(1,400.0)
(1,400.0)
Foreign currency translation reserve
26
6.6
9.7
Retained earnings
26
1,749.1
1,747 .6
Total equity
366.4
368.2
The notes on pages 173 to 217 form part of these Consolidated Financial Statements.
The Consolidated Financial Statements on pages 168 to 217 were approved and authorised by the Board of Directors on 4 June 2025
and signed on its behalf by:
IJE NWOKORIE GILES WILSON
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
170
DR. MARTENS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 52 WEEKS ENDED 30 MARCH 2025
Note(s)
Ordinary Capital Foreign
share Treasury Hedging redemption Merger translation Retained Total
capital shares reserve reserve reserve reserve earnings equity
£m£m£m£m£m£m£m£m
At 1 April 2023
10.0
–
(0.5)
–
(1,400.0)
12.5
1,782.2
404.2
Profit for the period
–
–
–
–
–
–
69.2
69.2
Other comprehensive income/(expense)
–
–
1.4
–
–
(2.8)
0.5
(0.9)
Total comprehensive income/(expense) for the period
–
–
1.4
–
–
(2.8)
69.7
68.3
Dividends paid
11
–
–
–
–
–
–
(57 .8)
(57 .8)
Shares issued
24
–
–
–
–
–
–
–
–
Share-based payments
27
–
–
–
–
–
–
4.0
4.0
Repurchase of ordinary share capital
24, 25
–
(50.0)
–
–
–
–
(0.5)
(50.5)
Cancellation of repurchased ordinary share capital
24, 25
(0.4)
50.0
–
0.4
–
–
(50.0)
–
At 31 March 2024
9.6
–
0.9
0.4
(1,400.0)
9.7
1,747 .6
368.2
Profit for the period
–
–
–
–
–
–
4.5
4.5
Other comprehensive expense
–
–
(0.2)
–
–
(3.1)
(0.7)
(4.0)
Total comprehensive (expense)/ income for the period
–
–
(0.2)
–
–
(3.1)
3.8
0.5
Dividends paid
11
–
–
–
–
–
–
(9.5)
(9.5)
Shares issued
24
–
–
–
–
–
–
–
–
Share-based payments
27
–
–
–
–
–
–
7. 2
7. 2
At 30 March 2025
9.6
–
0.7
0.4
(1,400.0)
6.6
1,749.1
366.4
The notes on pages 173 to 217 form part of these Consolidated Financial Statements.
FINANCIAL STATEMENTS
171
DR. MARTENS PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 52 WEEKS ENDED 30 MARCH 2025
Note(s)
FY25 FY24
£m£m
Profit after taxation
4.5
69.2
Add back: income tax expense
9
4.3
23.8
finance income
(3.8)
(3.0)
finance expense
8
32.0
32.2
depreciation, amortisation and impairment
12, 13
76.8
72.3
other losses/(gains)
0.1
(1.2)
currency losses
3.1
4.2
gain realised on matured derivatives
1
(3.8)
(1.5)
share-based payments charge
27
7. 2
4.0
Decrease/(increase) in inventories
62.7
(1.6)
Decrease in trade and other receivables
6.3
23.0
Increase/(decrease) in trade and other payables
1
15.3
(36.2)
Change in net working capital
84.3
(14.8)
Cash flows from operating activities
Cash generated from operations
204.7
185.2
Taxation paid
(12.2)
(18.8)
Settlement of matured derivatives
3.8
1.5
Net cash inflow from operating activities
196.3
167 .9
Cash flows from investing activities
Additions to intangible assets
12
(10.3)
(10.2)
Additions to property, plant and equipment
13
(8.4)
(18.2)
Finance income received
3.4
2.9
Net cash outflow from investing activities
(15.3)
(25.5)
Cash flows from financing activities
Finance expense paid
(31.5)
(19.9)
Payment of lease interest
29
(6.9)
(8.6)
Payment of lease liabilities
29
(49.3)
(43.6)
Repurchase of shares
24
–
(50.5)
Revolving credit facility drawdown
–
30.0
Revolving credit facility repayment
–
(30.0)
Proceeds from borrowings
18
250.0
–
Repayment of borrowings
18
(283.0)
–
Settlement of matured derivatives
(4.0)
(5.5)
Dividends paid
11
(9.5)
(57 .8)
Net cash outflow from financing activities
(134.2)
(185.9)
Net increase/(decrease) in cash and cash equivalents
46.8
(43.5)
Cash and cash equivalents at beginning of period
111.1
157 .5
Effect of foreign exchange on cash held
(2.0)
(2.9)
Cash and cash equivalents at end of period
16
155.9
111.1
1. Comparative information has been re-presented to separately disclose the gain realised on matured derivatives.
The notes on pages 173 to 217 form part of these Consolidated Financial Statements.
172
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025
1. General information
Dr. Martens plc (the ‘Company’) is a public company limited by shares incorporated in the United Kingdom, and registered and domiciled
in England and Wales, whose shares are traded on the London Stock Exchange. The Company’s registered office is: 28 Jamestown Road,
Camden, London NW1 7BY. The principal activity of the Company and its subsidiaries (together referred to as the ‘Group’) is the design,
development, procurement, marketing, selling and distribution of footwear under the Dr. Martens brand .
2. Accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently
applied to the periods presented, unless otherwise stated. Amounts are presented in GBP and to the nearest million pounds (to one decimal
place) unless otherwise noted. The reporting period is defined as the 52 weeks ended 30 March 2025 and year ended 31 March 2024 for the
comparative period.
2.1 BASIS OF PREPARATION
The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted International Accounting Standards
in conformity with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The Group’s
Consolidated Financial Statements have been prepared on a going concern basis under the historical cost convention, except for equity investments,
derivative financial instruments, money market funds, share-based payments and pension scheme assets that have been measured at fair value.
Certain amounts in the Statement of Profit or Loss and the Balance Sheet have been grouped together for clarity, with their breakdown
being shown in the notes to the financial statements. The distinction presented in the Balance Sheet between current and non-current
entries has been made on the basis of whether the assets and liabilities fall due within more than one year.
CONSIDERATION OF CLIMATE RISK MATTERS
The Group continues to assess the impact of climate risk matters on many aspects of the business, including climate-related scenario
analysis as required by the Task Force on Climate-related Financial Disclosures. Building on this scenario analysis, consideration has
been given to the impact of climate-related risk on management judgements and estimates, and compliance with existing accounting
requirements. The incurred costs and investments associated with our sustainability strategy are reflected in the Group’s Financial
Statements. The impact of climate-related risk matters is not expected to be material to the 30 March 2025 Consolidated Financial
Statements, the Group going concern assessments to 28 June 2026, or the viability of the Group over the next three years.
FINANCIAL CALENDAR
During FY24, the Group amended the basis of preparation of the Consolidated Financial Statements to align with the operational trading
of the business, by moving from a calendar year to a retail calendar basis. The retail calendar will report a 52-week year, split into monthly
5-4-4 Monday to Sunday week formats. A 53-week year will be reported approximately every six years to avoid the retail calendar deviating
by more than seven days from the calendar year and the accounting reference date of 31 March. The FY25 period began on 1 April 2024 and
the Consolidated Financial Statements report the 52 weeks ended 30 March 2025 to conform to the retail calendar. The comparative period
is the year to 31 March 2024.
GOING CONCERN
The financial statements have been prepared on the going concern basis. The going concern assessment covers at least the 12-month
period from the date of the signing of the financial statements, and the going concern basis is dependent on the Group maintaining
adequate levels of resources to operate during the period. To support this assessment, detailed trading and cash flow forecasts, including
forecast liquidity and covenant compliance, were prepared for the 13-month period to 28 June 2026. The Directors’ assessment used the
same assumptions and methods as the viability assessment on pages 42 and 43.
The key stages of the assessment process are summarised as follows:
+ The Group planning process forms the basis of the going concern review, this consists of a review of strategy and producing outputs
for long, medium and short-term financial plans, based on key assumptions which are agreed with the GLT and Board
+ The trading outlook over the long, medium and short term is evaluated, contextualising our assessments within the broader
macroeconomic environment
+ Micro and macro central planning assumptions are identified and incorporated into the assessments
+ The Directors of the Group have considered the future position based on current trading and a number of potential downside scenarios
which may occur, including the impact of appropriate principal risks crystallising
+ Further details on the potential downside scenarios relevant to the going concern assessment period have been included below
The Directors also considered the Group funding arrangements as at 30 March 2025. The term loan and revolving credit facility were successfully
refinanced in November 2024. As at 30 March 2025 the Group reports cash of £155.9m, term loan of £250.0m, as well as available undrawn
facilities of £122.8m. The initial term of the loan ends on 19 November 2027, there are two one-year extension options, subject to lender approval.
Consistent with the Viability Statement on pages 42 and 43, management have modelled and the Directors have reviewed ‘top-down’
sensitivity and stress testing, including a review of the cash flow projections and covenant compliance under a severe but plausible
scenario in relation to certain main risks and specific events assessed which are detailed below:
+ The impact of a factory closure in one key production geographic area due to climate change (e.g. flooding)
+ The impact of a reduction in factory capacity due to climate change (e.g. heatwave)
+ US cyber-attack resulting in one-month loss of ecommerce sales during peak trading period
+ Weaker consumer sentiment and lower demand
FINANCIAL STATEMENTS
173
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
2. Accounting policies continued
2.1 BASIS OF PREPARATION CONTINUED
‘Top-down’ sensitivity and stress testing included a review of the cash flow projections and covenant compliance under a severe but
plausible scenario in relation to the downside scenarios described above. In the unlikely event of all the above scenarios occurring together,
the Group can withstand material revenue decline and without applying available mitigations, headroom above covenant requirements
remains, in line with expectation and the Group continues to have satisfactory liquidity and covenant headroom throughout the period under
review. Experience over four years of FY22 to FY25 has indicated minimal wholesale bad debt risk and minimal margin risk with the principal
risk to meeting covenant compliance being lower revenue.
In modelling our severe but plausible downside we have incorporated the impact of a double-digit decrease in revenue from the base plan
in the short term, whilst holding stock purchases in line with the base plan. Under this scenario, mitigations have not been included, but are
available if required, including some cost and cash savings that materialise immediately if the Group’s performance is below budget and
other planned and standard cost reductions.
A more extreme downside scenario is not considered plausible.
A more severe variation of the severe but plausible downside was also prepared, which overlaid the impact of a ‘worst-case’ scenario for
US tariffs. Given this is a live and uncertain situation, the severe but plausible downside was adjusted to include the impact of the highest
set of reciprocal tariffs charged on the full volumes included in the base plan. This model reflects the tariffs announced on 3 April 2025, and
does not reflect the impact of the 90-day pause on tariffs due to end on 8 July 2025. The combination of the above specific events and US
tariffs is not considered plausible but illustrates that the Group can withstand the pressure of these tariffs on top of reduced demand, climate
events and a cyber attack.
Reverse stress tests have been modelled to determine what could break covenant compliance estimates and liquidity before mitigating
actions. A covenant breach test was performed as at March 2026 and it was concluded that the business could weather extreme growth
reductions without mitigation vs the base plan. The business would have to experience -19%pts decline in growth relative to the base plan
before covenants are breached in March 2026. A further scenario, modelling the revenue decline required to reach -£50m cash at the end
of the going concern period was also performed. Modelling of -£50m cash, rather than the full utilisation of the revolving credit facility, is
performed as this would trigger special cash monitoring measures. The business would have to experience -45%pts decline in revenue
growth vs the base plan during the 52 week period to 28 June 2026. The Directors have assessed the likelihood of both scenarios to be remote.
We have also assessed the qualitative and quantitative impact of climate-related risks, as noted in our TCFD scenario analysis and above,
on asset recoverable amounts and concluded that there would not be a material impact on the business and cash flows in the viability period.
We will continue to monitor the impact of the macroeconomic backdrop and geopolitical events on the Group in the countries where we
operate, and we plan to maintain flexibility to react as appropriate.
2.2 BASIS OF CONSOLIDATION
The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries as at 30 March 2025 and
31 March 2024. Control is achieved when the Group has rights to variable returns from its involvement with the investee and the ability
to use its power over the investee to affect the amount of the investor’s returns. Specifically, the Group controls an investee if, and only if,
the Group has:
+ power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
+ exposure, or rights, to variable returns from its involvement with the investee; and
+ the ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has
less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing
whether it has power over an investee, including:
+ the contractual arrangement(s) with the other vote holders of the investee;
+ rights arising from other contractual arrangements; and
+ the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the
three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group
loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included
in the Consolidated Financial Statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group. When
necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s
accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
174
DR. MARTENS PLC ANNUAL REPORT 2025
2. Accounting policies continued
2.2 BASIS OF CONSOLIDATION CONTINUED
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and
other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
2.3 ADOPTION OF NEW AND REVISED STANDARDS
A number of new or amended standards became applicable for the current reporting period. These standards, amendments or interpretations
do not have an impact on the Group in the current reporting period, and are not expected to have a material impact in future reporting periods:
+ Amendments to IAS 1 – Presentation of financial statements: non-current liabilities with covenants
+ Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements
+ Amendments to IFRS 16 – Leases on sale and leaseback
The following new or amended IFRS accounting standards, amendments and interpretations are not yet adopted and it is expected that
where applicable, these standards and amendments will be adopted on each respective effective date:
+ Amendments to IAS 21 – Lack of exchangeability
+ IFRS 18 – Presentation and disclosure in financial statements
+ IFRS 19 – Subsidiaries without public accountability: disclosures
+ Annual Improvements to IFRS – Volume II
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of
the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not
impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be
pervasive. In particular, those related to the Statement of Profit or Loss and providing management-defined performance measures within the
financial statements. Management is currently assessing the detailed implications of applying the new standard on the Group’s Consolidated
Financial Statements.
The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the
comparative information for the financial period ending 29 March 2026 will be restated in accordance with IFRS 18.
Other accounting standards, amendments and interpretations not yet adopted are not expected to have a material impact.
2.4 ALTERNATIVE PERFORMANCE MEASURES (APMS)
Management exercises judgement in determining the adjustments to apply to IFRS measurements in order to derive suitable APMs. As set
out in the Glossary on pages 231 to 233, APMs are used as management believes these measures provide additional useful information
on the underlying trends, performance and position of the Group. These measures are used for performance analysis. The APMs are not
defined by IFRS and therefore may not be directly comparable with other companies’ APMs. These measures are not intended to be a
substitute for, or superior to, IFRS measurements.
ADJUSTING ITEMS
For the 52 weeks ended 30 March 2025, the Group has utilised the term ‘adjusting items’ which are used within adjusted performance measures
as defined in the Glossary on pages 231 to 233. Adjusted results are presented to provide a clearer view of the Group’s ongoing operational
performance, reflecting how the business is managed and measured on a day-to-day basis, and to aid comparability between periods.
Adjusting items include exceptional costs, impairment of non-financial assets and currency gains/losses.
Exceptional costs are items of income/expense that are significant in nature and/or quantum, and/or are considered unusual or non-
recurring, such that they are not considered part of the core operations of the business. The following items were included as exceptional
costs for the 52 weeks ended 30 March 2025; refer to note 4 for further detail:
+ Director joining costs relating to sign-on packages that are not considered to be part of the normal operating costs of the business
+ Cost savings related costs arising from operational changes that are not considered to be part of the normal and ongoing operating costs
of the business
+ Accelerated bank fees incurred on the refinancing of the Group’s loan facilities that are not considered to be part of the normal costs
of the business
2.5 FOREIGN CURRENCY TRANSLATION
The Consolidated Financial Statements are presented in GBP, which is the Group’s presentational currency. The Group includes foreign
entities whose functional currencies are not GBP. On consolidation, the assets and liabilities of the Group entities that have a functional
currency different from the presentation currency are translated into GBP at the closing rate at the date of that Balance Sheet. Income and
expenses for each Statement of Profit or Loss are translated at average foreign exchange rates for the period. Foreign exchange differences
are recognised in other comprehensive income. The functional currency of each company in the Group is that of the primary economic
environment in which the entity operates.
FINANCIAL STATEMENTS
175
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
2. Accounting policies continued
2.6 REVENUE
The Group’s revenue arises from the sale of goods to customers. Contracts with customers generally have one performance obligation.
The Group has concluded that the revenue from the sale of goods should be recognised at a point in time when control of the goods is
transferred to the customer, which is dependent on the revenue channel. Revenue is recognised at the invoiced price less any associated
discounts and sales taxes.
The Group assessed its revenue channels against the IFRS 15 five-step model, identifying the contracts, the performance obligations
and the transaction price, and then allocating this to determine the timing of revenue recognition. The revenue channels that have been
separately assessed are as follows:
+ ecommerce revenue, including delivery charge income;
+ retail revenue; and
+ wholesale revenue.
Control is passed to the customer on the following basis under each of the revenue channels as follows:
+ ecommerce channel: upon receipt of the goods by the consumer;
+ retail channel: upon completion of the transaction; and
+ wholesale channel: upon delivery of the goods or upon dispatch to the customer if the customer takes responsibility for delivery.
The payment terms across each of these revenue channels vary. The payments for retail are received at the transfer of control. Ecommerce
payments are mainly made in advance of transfer of control by less than one week as there is a timing difference between receipt of cash
on order and receipt of goods by the consumer. Wholesale customers pay on terms generally between 30 and 60 days.
Some contracts for the sale of goods provide customers with a right of return and rebates. Under IFRS 15, this gives rise to variable
consideration, which is constrained such that it is highly probable that significant reversal will not occur.
RIGHTS OF RETURN
When a contract provides a customer with a right of return, under IFRS 15, the consideration is variable because the contract allows the
customer to return the product. The Group uses the expected value method to estimate the goods that will be returned and recognise a
refund liability and an asset for the goods to be recovered. Provisions for returned goods are calculated based on future expected levels
of returns for each channel, assessed across a variety of factors such as historical trends, economic factors and other measures.
REBATES
Under IFRS 15, rebates give rise to variable consideration. To estimate this the Group applies the most likely amount method.
2.7 FINANCE INCOME AND EXPENSES
Finance expenses consist of interest payable on various forms of debt and finance income consists of interest receivable amounts from
cash held. Both are recognised in the Statement of Profit or Loss under the effective interest rate method.
2.8 TAXATION
The tax expense represents the sum of the tax currently payable and deferred tax movement recognised. The tax currently payable is based
on taxable profit. Taxable profit differs from net profit as reported in the Statement of Profit or Loss because it excludes items of income
or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group’s
liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the end of each reporting period.
Tax provisions are recognised when there is a potential exposure to an uncertain tax position and an outflow of resources is probable. The
Group applies IFRIC 23 Uncertainty over Income Tax Treatments to measure uncertain tax positions. The Group calculates each provision
using either the expected value method or the most likely outcome method in line with the guidance contained within IFRIC 23. The
uncertain tax positions are reviewed regularly and there is ongoing monitoring of tax cases and rulings which could impact the provision.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the
historical financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the
Balance Sheet liability method based on rates that are enacted or substantively enacted by the end of each reporting period. Deferred tax
liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised
if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction which affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable
temporary differences arising in investments in subsidiaries except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax
assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits
will be available to allow all or part of the asset to be recovered.
176
DR. MARTENS PLC ANNUAL REPORT 2025
2. Accounting policies continued
2.8 TAXATION CONTINUED
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised, or the liability is settled.
Deferred tax is charged or credited in the Statement of Profit or Loss, except when it relates to items credited or charged directly to equity,
in which case the deferred tax is also dealt with in equity. Both deferred tax assets and liabilities and current tax assets and liabilities are
offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes
levied by the same taxation authority, and the Group intends to settle its current tax assets and liabilities on a net basis.
On 23 May 2023, the IASB issued an amendment to IAS 12 ‘Income Taxes’ to clarify how the effects of the global minimum tax framework
should be accounted for and disclosed effective 1 January 2023. This was endorsed by the UK Endorsement Board on 19 July 2023 and
has been adopted by the Group for 2025 reporting. The Group has applied the exemption to recognising and disclosing information about
deferred tax assets and liabilities related to Pillar Two income taxes.
2.9 DIVIDENDS
Final dividends are recorded in the financial statements in the period in which they are approved by the Company’s shareholders. Interim
dividends are recorded in the period in which they are paid.
2.10 INTANGIBLE ASSETS
GOODWILL
Business combinations are accounted for by applying the acquisition method. Goodwill acquired represents the excess of the fair value
of the consideration over the fair value of the identifiable net assets acquired.
After initial recognition, positive goodwill is measured at cost less any accumulated impairment losses. At the date of acquisition, the
goodwill is allocated to cash generating units, usually at business segment level or statutory company level as the case may be, for the
purpose of impairment testing and is tested at least annually for impairment, or if an indicator of impairment exists. On subsequent disposal
or termination of a business acquired, the profit or loss on termination is calculated after charging the carrying value of any related goodwill.
Negative goodwill is recognised directly in the Statement of Profit or Loss.
SEPARATELY ACQUIRED INTANGIBLE ASSETS
Separately acquired intangible assets comprise other intangibles. Other intangibles that have finite useful lives are carried at cost less
accumulated amortisation and any provision for impairment. Other intangibles with a finite life are amortised on a straight line basis over the
expected useful economic life of each of the assets, which is considered to be 5 to 15 years. Amortisation expense is charged to selling and
administrative expenses. Other intangibles with an indefinite useful life are carried at cost less impairment. These are other intangibles for
which the estimated useful life is indefinite. The carrying value of intangible assets is reviewed for impairment whenever events or changes
in circumstances indicate the carrying value may not be recoverable.
SOFTWARE
Software comprises internally generated software development. Research expenditure is charged to income in the period in which it is
incurred. Development expenditure is charged to income in the period it is incurred unless it meets the recognition criteria of IAS 38
Intangible Assets to be capitalised as an intangible asset. Following initial recognition of the development expenditure as an asset, the asset
is carried at cost less any accumulated amortisation and impairment losses. Amortisation begins when development is complete, and the
asset is available for use. These assets are considered to have finite useful lives and are amortised on a straight line basis over the expected
useful economic life of the assets, which is considered to be 5 to 15 years. Amortisation expense is charged to selling and administrative
expenses. The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the
carrying value may not be recoverable.
2.11 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is carried at cost less accumulated depreciation and provision for impairment. Depreciation is calculated
to write down the cost of the assets less estimated residual value over its expected useful life on a straight line basis as follows:
Freehold property
50 years
Freehold improvements
10 years
Leasehold improvements
Over the life of the lease
Plant and machinery
15 years
Fixtures and fittings
5-15 years
Office and computer equipment
3 years for computer equipment and 5 years for all other office equipment
Depreciation expense is charged to selling and administrative expenses. Any gain or loss arising on the derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement
of Profit or Loss in the period that the asset is derecognised.
FINANCIAL STATEMENTS
177
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
2. Accounting policies continued
2.12 LEASE ACCOUNTING
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration.
GROUP AS A LESSEE
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value
assets. As part of the measurement approach, the Group uses its incremental borrowing rate which is adjusted by both property type
and geography. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the
underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use).
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement
of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease
payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight
line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
Right-of-use-assets
Shorter of lease term and estimated useful life (3 to 15 years)
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option,
depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the
accounting policies in the Impairment of non-financial assets section.
ii) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be
made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments
of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that
do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which
the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate (adjusted by both property type and
geography) at the lease commencement date as often the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the interest charge and reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is remeasured if there is a modification that does not increase the scope of the lease,
a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used
to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. A lease modification is
accounted for as a separate lease where the modification increases the scope of the lease, and the lease consideration increases by an
amount reflecting the stand-alone price for the increase in scope. The Group’s lease liabilities are included in interest-bearing loans and
borrowings (note 18).
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that
have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term
leases and leases of low-value assets are recognised as an expense on a straight line basis over the lease term.
2.13 IMPAIRMENT OF NON-FINANCIAL ASSETS
The carrying amounts of the Group’s relevant assets are reviewed at each period-end date to determine whether there is any indication of
impairment, and if an indicator is present the asset is tested for impairment. For goodwill and intangible assets that have an indefinite useful
life, an impairment test is also performed each period-end. If an impairment test is required, the Group estimates the asset’s recoverable
amount. An asset’s recoverable amount is the higher of its fair value less costs of disposal and its value in use. An impairment is present if
the recoverable amount is less than the carrying value of the asset. Impairment losses are recognised in the Statement of Profit or Loss in
those expense categories consistent with the function of the impaired asset.
2.14 INVENTORIES
Inventories are stated at the lower of cost and net realisable value. The cost of inventories consists of all costs of purchase, costs of design
and other costs incurred in bringing the inventory to its first point of sale location and condition. Inventories are valued at weighted average
cost, including freight to warehouse and duty. Net realisable value is based on estimated selling price less any costs expected to be incurred
to completion or disposal.
178
DR. MARTENS PLC ANNUAL REPORT 2025
2. Accounting policies continued
2.15 FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
OFFSETTING OF FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are offset and the net amount is reported in the Consolidated Balance Sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets, and to settle
the liabilities simultaneously.
CATEGORISATION OF INPUTS FOR FAIR VALUE MEASUREMENTS
Assets and liabilities held at fair value are categorised into levels that have been defined according to IFRS 13 ‘Fair Value Measurement’
measurement hierarchy as follows:
+ quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
+ inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices) (Level 2); and
+ inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The fair values of derivatives are calculated using valuation models based on observable market curves such as forward foreign exchange
rates, discounted back to present value using risk free interest rates. The impacts of counterparty credit, volatility and currency basis are
also considered as part of the fair valuation where appropriate.
All financial instruments that are held at fair value use Level 2 inputs except for equity investments which use Level 3 inputs. Furthermore,
under IFRS 9, cost has been used as the best estimate for fair value for equity investments due to insufficient recent information available
to measure fair value.
2.16 FINANCIAL ASSETS
RECOGNITION AND DERECOGNITION
Purchases and sales of financial assets are recognised on trade date being the date on which the Group commits to purchase or sell
the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been
transferred and the Group has transferred substantially all the risks and rewards of ownership.
INVESTMENTS
Equity investments that are not held for trading have been irrevocably designated as fair value through other comprehensive income.
After initial recognition at fair value plus transaction costs, these assets are recorded at fair value at each period end with the movements
recognised in other comprehensive income until derecognition or impaired. On derecognition, the cumulative gain or loss previously
recognised in other comprehensive income is never recycled to the income statement. Dividends on financial assets at fair value through
other comprehensive income are recognised in the income statement when the entity’s right to receive payment is established. Equity
investments are recorded in non-current assets unless they are expected to be sold within one year.
TRADE AND OTHER RECEIVABLES
Trade receivables are assessed under IFRS 9 and measured at amortised cost using the effective interest rate method. The Group
recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss (FVPL).
The most significant financial assets of the Group are its cash and trade receivables. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents primarily comprise cash held within bank accounts, money market funds (MMFs) and bank term deposits
maturing less than 90 days from inception. All cash is held short term in highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Included within cash and cash equivalents are debit and credit card payments made by customers which are receivable from card acquiring
financial institutions along with cash in transit from various payment processing intermediaries that provide receipting services to the
Group. All cash and cash equivalents are measured at amortised cost except MMFs which are held at fair value through profit or loss.
FINANCIAL STATEMENTS
179
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
2. Accounting policies continued
2.16 FINANCIAL ASSETS CONTINUED
Summary of the Group’s financial assets:
Financial asset
IFRS 9 classification
Investments
Fair value through other comprehensive income
Trade and other receivables excluding Amortised cost
prepayments
Derivative financial assets
Fair value through profit and loss
Cash and cash equivalents
Amortised cost, except for cash amounts held within money market funds which are held
at fair value through profit or loss
2.17 FINANCIAL LIABILITIES
The Group classifies and measures all of its non-derivative financial liabilities at amortised cost.
INITIAL RECOGNITION
Financial liabilities are classified according to the substance of the contractual arrangements entered into.
DERECOGNITION
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the Statement of Profit or Loss.
TRADE AND OTHER PAYABLES
Trade payables are obligations to pay for goods or services that have been acquired in the course of ordinary business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current
liabilities. Trade payables are recognised initially at fair value and subsequently held at amortised cost using the effective interest rate method.
Summary of the Group’s financial liabilities:
Financial liability
IFRS 9 classification
Bank debt
Amortised cost
Bank interest
Amortised cost
Lease liabilities
Amortised cost
Derivative financial instruments
Fair value through profit and loss
Trade and other payables excluding Amortised cos t
non-financial liabilities
2.18 DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
The Group uses foreign exchange forward contracts to hedge its foreign currency risks. Such derivative financial instruments are initially
recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. The method of recognising
the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
Gains or losses arising from changes in fair value related to derivatives held in a cash flow hedge relationship are recognised in other
comprehensive income/(expense) and deferred in the hedging reserve to the extent that the hedges are deemed effective. Amounts are
transferred to the income statement in the same period in which the hedged risk affects the income statement and against the same line item.
Where cash flow hedging is applied, the Group designates foreign exchange derivative hedges on a full forward or spot basis. Where only
the spot element of a foreign exchange derivative is designated, the cost of hedging election is applied to the forward points with fair value
movements recognised in other comprehensive income and released to profit or loss depending on the nature of the underlying hedged item.
The Group performs regular hedge effectiveness testing. For cash flow hedges where the forecast transaction is no longer expected to
occur, hedge accounting is discontinued, and all accumulated gains or losses held in the hedging reserve are immediately recognised in
profit or loss. Where hedge accounting is discontinued as a result of expiry, disposal or termination of the derivative instrument (and where
the hedge relationship was deemed to be effective), accumulated gains or losses up to the point of discontinuation are held in the hedging
reserve and released to profit or loss in line with the hedged item.
Derivative financial instruments consist of foreign currency exchange forward contracts, which are categorised within Level 2 under the
IFRS 13 measurement hierarchy (refer to note 2.15 for further detail on fair value level categorisation).
The full fair values of derivatives are classified as a non-current asset or liability if the remaining maturity of the derivatives are more than
12 months and as a current asset or liability if the maturity of the derivatives are less than 12 months.
180
DR. MARTENS PLC ANNUAL REPORT 2025
2. Accounting policies continued
2.19 BORROWINGS
Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently carried at amortised cost using
the effective interest rate method so that any difference between the proceeds (net of transaction costs) and the redemption value is
recognised in the Statement of Profit or Loss over the period of the borrowings. Details of the Group’s borrowings are included in note 18.
BORROWING COSTS
The Group expenses borrowing costs in the period the costs are incurred. Where borrowing costs are attributable to the acquisition,
construction or production of a qualifying asset, such costs are capitalised as part of the specific asset and amortised over the estimated
useful life of the asset. Details of the Group’s borrowings are included in note 18.
2.20 ORDINARY SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity
as a deduction, net of tax, from the proceeds.
2.21 SEGMENTAL ANALYSIS
IFRS 8 ‘Operating Segments’ requires operating segments to be determined by the Group’s internal reporting to the Chief Operating
Decision Maker (CODM). The CODM has been determined to be both the CEO and CFO, who receive information on this basis of the
Group’s revenue in key geographical regions based on the Group’s management and internal reporting structure. The CODM assesses
the performance of geographical segments based on a measure of revenue and EBIT
1
. To increase transparency the Group also includes
additional voluntary disclosure analysis of global revenue within different operating channels.
In previous periods EBITDA
1
was presented. However, this has been replaced with EBIT
1
as it is considered a more relevant performance
measure for the business. Refer to the Glossary on pages 231 to 233 for further explanation of the change. Prior period amounts have
been updated to reflect this change.
In July 2024, the IFRS Interpretations Committee (IFRIC) provided more clarification on the requirements under IFRS 8 on segmental
disclosures. Specified items of income and expense are presented by reporting segment and other material items of income and expense
are no longer limited to unusual or non-recurring items. Prior period amounts have been updated to reflect this change.
2.22 PENSION ARRANGEMENTS
The Group provides pension benefits which include both defined benefit and defined contribution arrangements.
DEFINED CONTRIBUTION PENSION SCHEMES
For defined contribution schemes the amount charged to the Statement of Profit or Loss represents the contributions payable to the plans in
the accounting period. Differences between contributions payable in the period and contributions actually paid are shown as either accruals
or prepayments in the Balance Sheet.
DEFINED BENEFIT PENSION SCHEME
The Group operates a defined benefit pension scheme, which requires contributions to be made to separately administered funds for
administration expenses. The Group did not make any contributions to the scheme in the period (FY24: £nil). The UK defined benefit
scheme was closed to new members on 6 April 2002, from which time membership of a defined contribution plan was available. It was
then closed to all future accrual for all existing members on 31 January 2006. A valuation of the Plan is carried out at least once every three
years to determine whether the Statutory Funding Objective is met. The last valuation was carried out at 30 June 2022, the next valuation
is due at 30 June 2025. No asset is recognised in the Balance Sheet in respect of defined benefit pension plans due to the uncertainty over
the Group’s right to a refund of the surplus from the scheme as set out in note 2.25. The defined benefit obligation is calculated annually
by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency
in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. Past-service
costs are recognised immediately in income.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of
plan assets. The net interest cost is limited by the asset ceiling. When occurring, this cost is included in employee benefit expense in the
Statement of Profit or Loss. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are
charged or credited to equity in other comprehensive income in the period in which they arise.
2.23 SHARE INCENTIVE PLAN (SIP) TRUSTS
The Group operates two SIP Trusts for the benefit of its employees. Under accounting standard IFRS 10 Consolidated Financial
Statements, control for accounting purposes has a different test threshold than under a legal basis and as a result the Group’s SIP Trusts
are deemed to be under the control of Dr. Martens plc. The Trust deed for the Dr. Martens plc UK Share Incentive Plan Trust was adopted
by the Board on 10 September 2021.
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
FINANCIAL STATEMENTS
181
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
2. Accounting policies continued
2.24 SHARE-BASED PAYMENTS AND SHARE SCHEMES
The Group provides benefits to employees in the form of share-based payment transactions, whereby employees render services as
consideration in exchange for equity instruments (‘equity-settled transactions’).
The cost of equity-settled transactions is measured by reference to the fair value of the equity instruments at the date on which they are
granted and is recognised as an expense over the vesting period, which ends on the date the relevant employee becomes fully entitled
to the award. The fair value is calculated using an appropriate option pricing model and takes into account the impact of any market
performance conditions. The impact of non-market performance conditions is not considered in determining the fair value at the date of
grant. Vesting conditions which relate to non-market conditions are allowed for in the assumptions used for the number of options expected
to vest. The level of vesting is reviewed at each Balance Sheet date and the charge adjusted to reflect actual and estimated levels of vesting.
The cost of share-based payment transactions is recognised as an expense over the vesting period of the awards, with a corresponding
increase in equity. Further details of share-based awards granted in the period can be found in note 27.
A proportion of the annual Executive Bonus Scheme is settled in the form of purchased Parent Company shares. This is accounted for
as a cash-settled scheme as although participants received equity, it is driven by a cash amount that is paid and converted into shares at a
point in time. The proximity of the date of communication of the bonus to when the shares are received means that there would be minimal
difference between cash- and equity-settled treatment.
2.25 SIGNIFICANT JUDGEMENTS AND ESTIMATES
The preparation of the Group’s financial statements in conforming with IFRS requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts in the financial statements. These judgements and estimates
are based on management’s best knowledge of the relevant facts and circumstances. However, the nature of estimation means that actual
outcomes could differ from those estimates. Information about such judgements and estimation is contained in the accounting policies
and/or notes to the financial statements and the key areas are summarised below:
KEY JUDGEMENTS
The following judgement has had the most significant effect on amounts recognised in the financial statements:
Defined benefit scheme surplus
The Group acknowledges that the recognition of pension scheme surplus is an area of accounting judgement, which depends on the
interpretation of the Scheme Rules and the relevant accounting standards including IAS 19 and IFRIC 14. The surplus under the scheme
is not recognised as an asset benefitting the Group on the Balance Sheet, as the Group believes there is uncertainty in relation to the
recoverability of any surplus, which is therefore unlikely to derive any economic benefits from that surplus. In the Group’s view there is
uncertainty over whether the Scheme Rules provide the Group with an unconditional right to a refund of the surplus from the scheme due
to third-party discretionary investment powers which could use up any surplus prior to wind-up. Consistent with previous years, given this
uncertainty, the Group has applied an asset ceiling to the pension scheme surplus of zero. As such, an asset ceiling has been applied to
the Balance Sheet, and the net surplus of £8.7m (FY24: £9.1m) has not been recognised on the Balance Sheet.
The net surplus has been capped to £nil (FY24: £nil). The key sensitivities of the defined benefit obligation to the actuarial assumptions
are shown in note 30.
OTHER AREAS OF JUDGEMENT AND ACCOUNTING ESTIMATES
The Consolidated Financial Statements include other areas of judgement and accounting estimates. While these areas do not meet the
definition under IAS 1 of significant accounting estimates or critical accounting judgements, the recognition and measurement of certain
material assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties. The other areas of judgement
and accounting estimates are listed below:
JUDGEMENTS
Determining the lease term of contracts with renewal and termination options – Group as lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease
if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease if it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it
is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create
an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term
if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option
to renew or to terminate (e.g. construction of significant leasehold improvements or significant customisation to the leased asset).
The Group included the renewal period as part of the lease term for leases of plant and machinery with shorter non-cancellable periods
(i.e. three to five years). The Group typically exercises its option to renew these leases because there will be a significant negative effect on
production if a replacement asset is not readily available. The renewal periods for leases of leasehold property with longer non-cancellable
periods (i.e. 10 to 15 years) are not included as part of the lease term, unless there is an economic incentive to extend the lease, as these
are not reasonably certain to be exercised. Furthermore, the periods covered by termination options are included as part of the lease term
only when they are reasonably certain not to be exercised.
182
DR. MARTENS PLC ANNUAL REPORT 2025
2. Accounting policies continued
2.25 SIGNIFICANT JUDGEMENTS AND ESTIMATES CONTINUED
Exceptional costs
The classification of exceptional costs requires management judgement after considering the nature and intentions of a transaction.
The Group’s definitions of exceptional costs are outlined within both the Group accounting policies and the Glossary. Note 4 provides
further details on current period exceptional costs and their adherence to Group policy.
Indicators of impairment of non-financial assets
The assessment of indicators of impairment for non-financial assets involves a degree of management judgement. This judgement
is applied both in identifying potential indicators and in determining whether such indicators are considered to be present. The Group
considers relevant internal and external sources of information in making this determination, for example market capitalisation and
comparison of performance to budget. Once this assessment has been made, any required impairment testing is performed in
accordance with the prescribed valuation methodologies, in line with the applicable accounting standards.
SOURCES OF ESTIMATION UNCERTAINTY AND ASSUMPTIONS
The following estimates are dependent upon assumptions which could change in the next financial year and have an effect on the carrying
amount of assets and liabilities recognised at the Balance Sheet date:
Inventory net realisable value and provisions
The assessment of the valuation of inventory requires the determination of net realisable value. Sales prices, patterns and other
assumptions are reviewed to estimate net realisable value. Inventory provisioning requires significant assumptions to be made. When
classifying inventory lines to be provided against, the Group identifies stock that is at a higher risk of not being sold at its current value
by identifying products sold at a loss and products which do not meet defined quality standards.
Uncertain tax positions
The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax
outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred
tax assets and liabilities in the period in which the determination is made. Management is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of the effect
of future tax planning strategies (see notes 9 and 23). In addition, the assessment of uncertain tax positions is based on management’s
interpretation of relevant tax rules and decided cases, external advice obtained, statutes of limitations, the status of the negotiations and
past experience with tax authorities. In evaluating whether a provision is needed it is assumed that tax authorities have full knowledge of
the facts and circumstances applicable to each issue.
Carrying value of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when
annual impairment testing for an asset is required, the Group performs an impairment test and estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of its fair value less costs of disposal and its value in use. An impairment is present if the
recoverable amount is less than the carrying value of the asset.
The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent
of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. If assessing value in use, estimates of future cash flows are discounted
to present value using pre-tax discount rates derived from risk-free rates based on long-term government bonds, adjusted for risk factors
such as region and market risk in the territories in which the Group operates and the time value of money. The future cash flows are then
extended into perpetuity using long-term growth rates. If determining fair value less costs of disposal, recent market transactions are
considered. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
For details of relevant non-financial assets, see notes 12 and 13.
Defined benefit pension scheme assumption
Determining the fair value of the defined benefit pension scheme, which relates to the pension of the Group, requires assumptions to be
made by management and the Group’s independent qualified actuary around the actuarial valuations of the scheme’s assets and liabilities.
For details see note 30.
Leases – estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in most leases; therefore it uses its incremental borrowing rate (IBR) to
measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar
security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR
therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for
subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease
(for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such
as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone
credit rating). The IBR is reassessed when there is a reassessment of the lease liability or a lease modification.
FINANCIAL STATEMENTS
183
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
3. Segmental analysis
FY25
EMEA Americas APAC
Support costs
5
Total
£m £m £m £m £m
Revenue
1,2
384.2
288.5
114.9
–
787.6
Gross margin
261.1
169.5
81.1
–
511.7
Staff and operating costs
(150.1)
(134.4)
(55.8)
(54.4)
(394.7)
Depreciation, amortisation, impairment and other losses
(36.6)
(25.7)
(10.3)
(4.3)
(76.9)
Currency losses
–
–
–
(3.1)
(3.1)
EBIT
3,4
74.4
9.4
15.0
(61.8)
37.0
Exceptional costs
3
0.8
2.1
0.9
12.5
16.3
Impairment of non-financial assets
2.1
2.1
0.1
–
4.3
Currency losses
–
–
–
3.1
3.1
Adjusted EBIT
3
77. 3
13.6
16.0
(46.2)
60.7
Net finance income and expense
(28.2)
Exceptional costs
3
(16.3)
Impairment of non-financial assets
(4.3)
Currency losses
(3.1)
Profit before tax
8.8
FY24
6
EMEA Americas APAC
Support costs
5
Total
£m £m £m £m £m
Revenue
1,2
431.8
325.8
119.5
–
877.1
Gross margin
290.1
200.2
84.9
–
575.2
Staff and operating costs
(149.4)
(135.9)
(53.2)
(39.2)
(377.7)
Depreciation, amortisation, impairment and other gains
(31.0)
(22.6)
(9.6)
(7.9)
(71.1)
Currency losses
–
–
–
(4.2)
(4.2)
EBIT
3,4
109.7
41.7
22.1
(51.3)
122.2
Exceptional costs
3
–
–
–
–
–
Impairment of non-financial assets
–
–
–
–
–
Currency losses
–
–
–
4.2
4.2
Adjusted EBIT
3
109.7
41.7
22.1
(47.1)
126.4
Net finance income and expense
(29.2)
Exceptional costs
3
–
Impairment of non-financial assets
–
Currency losses
(4.2)
Profit before tax
93.0
1. Revenue by geographical market represents revenue from external customers; there is no inter-segment revenue.
2. Included in EMEA revenue is £142.1m (FY24: £168.5m) in relation to trading in the UK.
3. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
4. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. Refer to the
Glossary on pages 231 to 233 for further explanation of the change. Prior period amounts have been updated to reflect this change.
5. All currency gains/losses are included in support costs. Currency gains/losses are a product of how trading is managed by legal entity globally. Inclusion in support costs allows
performance for each region to be evaluated exclusive of the currency impact of global operations. EMEA trading entities incurred a £5.1m currency loss (FY24: £4.6m loss).
Americas trading entities incurred a £0.5m currency gain. (FY24: £0.3m gain). APAC trading entities incurred a £0.5m currency loss (FY24: £2.3m loss).
6. Segmental presentation has been changed in response to the July 2024 IFRIC decision on segmental reporting. Comparative periods have been re-presented.
184
DR. MARTENS PLC ANNUAL REPORT 2025
3. Segmental analysis continued
ADDITIONAL ANALYSIS
The Group derives its revenue in geographical markets from the following sources:
FY25 FY24
£m £m
Revenue by channel
Ecommerce
268.3
276.3
Retail
242.4
256.8
Total DTC revenue
7
510.7
533.1
Wholesale
276.9
344.0
Total revenue
787.6
877.1
FY25 FY24
£m £m
Non-current assets
8
EMEA
9
135.8
153.4
Americas
77. 3
92.2
APAC
14.0
17.7
Goodwill
240.7
240.7
Deferred tax
11.1
11.2
Total non-current assets
478.9
515.2
7. DTC revenue consists of revenue from the Group’s direct-to-consumer (DTC) channel which is ecommerce plus retail revenue, as defined in the Glossary on pages 231 to 233.
8. Assets are monitored by the CODM on an entity basis, not by reporting segment. Therefore, non-current assets are disclosed by geographical location with goodwill and deferred
tax being representative of the Group.
9. Included in the EMEA non-current assets is £75.3m (FY24: £83.9m) in relation to the UK legal entities.
FINANCIAL STATEMENTS
185
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
4. Adjusting items
Total adjustments to profit after tax for the 52 weeks ended 30 March 2025 are a net charge of £18.9m (FY24: £nil). Adjustments include
exceptional costs
1
and other adjusting items. EBIT
1
includes exceptional costs
1
of £16.3m (FY24: £nil) and profit before tax includes £17.9m
(FY24: £nil) of exceptional costs
1
. Adjusted results are presented to provide a clearer view of the Group’s ongoing operational performance,
reflecting how the business is managed and measured on a day-to-day basis, and to aid comparability between periods.
The adjustments made to reported profit measures are:
FY25 FY24
£m £m
Included in selling and administrative expenses
Exceptional costs
1
Director joining costs
4.6
–
Cost savings related costs
11.7
–
Total exceptional costs
1
included in selling and administrative expenses
16.3
–
Other adjusting items
Impairment of non-financial assets
4.3
–
Currency losses
3.1
4.2
Total other adjusting items included in selling and administrative expenses
7. 4
4.2
Adjustments to EBIT
1
23.7
4.2
Included in finance expense
Exceptional costs
1
Accelerated amortisation of fees on debt refinancing
1.6
–
Total exceptional costs
1
included in finance expense
1.6
–
Adjustments to profit before tax
25.3
4.2
Tax impact of adjustments:
Exceptional costs
1,2
Director joining costs
(0.6)
–
Cost savings related costs
(2.9)
–
Accelerated amortisation of fees on debt refinancing
(0.4)
–
Total tax impact of exceptional costs
1
(3.9)
–
Other adjusting items
Impairment of non-financial assets
3
(1.0)
–
Currency losses/(gains)
4
(1.5)
(1.1)
Total tax impact of other adjusting items
(2.5)
(1.1)
Adjustments to profit after tax
18.9
(3.1)
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
2. The tax impact of exceptional costs has been calculated by applying the statutory tax rate for the entities where these costs have been incurred.
3. The tax impact of impairment has been calculated by applying the effective tax rate or statutory tax rate for the relevant jurisdiction depending on local treatment.
4. The tax impact of currency losses/gains has been calculated by applying the Group’s effective tax rate.
EXCEPTIONAL COSTS
DIRECTOR JOINING COSTS
The Group recognises significant costs associated with the appointment of the new CFO and CEO as exceptional costs due to their
quantum and nature as sign-on packages related to their specific appointment, rather than being a standard practice for the Group. These
costs relate only to discretionary compensation for the new Directors relating to the share scheme value they lost because of leaving
previous employment, outside of the Group’s LTIP scheme. The change in Directors has resulted in the initiation of broader changes
within the Group, which are outlined below (refer to cost savings related costs) and are considered exceptional costs.
During the period, the Group recognised costs associated with the appointment of the Directors of £4.6m (FY24: £nil). £1.6m relates to cash-
settled compensation for a portion of their share scheme values lost and associated payroll taxes. £0.4m relates to other professional fees related
to the recruitment of the Directors and £0.4m relates to the costs of the CEO handover period. £2.2m of this has been paid in cash. An additional
£1.9m of the cost incurred relates to share-based payment expenses recognised in the period relating to the equity-settled compensation for their
share scheme values lost, which is non-cash. A further £0.3m of expense relates to payroll taxes on the share-based payment expense which will
be paid in cash when the schemes vest. A further £1.3m of share-based payment expense is expected to be incurred.
186
DR. MARTENS PLC ANNUAL REPORT 2025
4. Adjusting items continued
COST SAVINGS RELATED COSTS
In May 2024, the Group announced it would be undertaking a cost action plan in FY25 to create savings from operational efficiency and
design, better procurement and operational streamlining. In February 2025, the Group also commenced a project to change and improve
the Global Technology organisation and capability through the establishment of the Global Technology Centre in India. Costs in relation
to these schemes were incurred with respect to severance payments of £9.2m, and other related costs of £2.5m. This corresponds to
a cash outflow during the period of £8.3m. These costs are reported as exceptional costs due to their size, and due to the unusual and
non-recurring nature of such programmes.
ACCELERATED FEES ON DEBT REFINANCING
In November 2024, following the refinancing and replacement of its €337.5m EUR Term Loan the Group incurred costs relating to the
immediate acceleration of unamortised prepaid transaction costs related to the previous debt extinguishment. These have been classified
as exceptional costs due to their non-recurring nature. This approach ensures that the financial statements present a clearer view of the
Group’s ongoing operational performance by excluding these one-time adjustments related to refinancing. In the current period, the Group
recognised costs amounting to £1.6m, with no cash flow impact.
OTHER ADJUSTING ITEMS
IMPAIRMENT OF NON-FINANCIAL ASSETS
The Group has carried out an assessment for indicators of impairment of non-current assets, including the store portfolio. Where an
impairment indicator has been identified, the Group has performed impairment testing based on the latest Board approved budget
and five-year plan future cash flow projections.
As a result, store impairment testing has identified stores where the current and anticipated future performance does not support the
carrying value of the stores. A non-cash charge of £4.3m (FY24: £nil) has been recorded, of which £1.1m (FY24: £nil) relates to property,
plant and equipment, and £3.2m (FY24: £nil) relates to right-of-use assets. Refer to note 13 for further details on the impairments.
Impairment charges have been classified as adjusting items due to their nature as volatile non-cash accounting charges which do not
represent controllable core operational costs. They are presented separately to provide clarity on the Group’s underlying operational
performance excluding these non-cash, non-underlying charges and to aid comparability between periods.
CURRENCY GAINS AND LOSSES
Currency gains and losses have been classified as adjusting items due to the volatility in magnitude and directionality over financial periods.
By eliminating the effect of these gains/losses, comparability between periods is improved and there is greater clarity on the Group’s
underlying operational performance.
5. Expenses analysis
Profit before tax is stated after charging and crediting:
FY25 FY24
Note £m £m
Selling and administrative expenses
Staff costs
1
7
179.6
155.8
Operating costs
2
215.1
221.9
394.7
377.7
Amortisation of intangible assets
12
6.1
5.8
Depreciation of property, plant and equipment
13
15.0
15.2
Depreciation of right-of-use assets
13
51.4
51.3
Impairment of property, plant and equipment
13
1.1
–
Impairment of right-of-use assets
13
3.2
–
Currency losses
3.1
4.2
Other losses/(gains)
0.1
(1.2)
Depreciation, amortisation, impairment, currency losses and other losses/(gains)
80.0
75.3
Total selling and administrative expenses
474.7
453.0
1. Included within staff costs is £14.4m of exceptional costs (FY24: £nil) relating to Director joining costs and cost savings related costs.
2. Included within operating costs is £1.9m of exceptional costs (FY24: £nil) relating to Director joining costs and cost savings related costs.
FINANCIAL STATEMENTS
187
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
6. Auditors’ remuneration
FY25 FY24
£m £m
Audit services in respect of the financial statements of the Parent Company and consolidation
1,2
1.9
2.0
Audit services in respect of the financial statements of subsidiary companies
1
0.7
0.6
Other non-audit related services
0.2
0.2
2.8
2.8
1. In FY25, audit fees are split between consolidated and subsidiary company audits based on an approximate allocation of the audit work performed. FY24 figures have been restated
to reflect the change in methodology.
2. Charge for the period includes £0.2m (FY24: £0.3m) of additional fees relating to the audit of the prior period, which were agreed and have been incurred as an accounting expense
in the current period.
7. Staff costs
The aggregate payroll costs were as follows:
FY25 FY24
£m £m
Wages and salaries
1,4
138.1
124.9
Termination benefits
2,4
7. 3
1.8
Social security costs
15.2
14.2
Pension costs
5.2
5.4
Other benefits
3
13.8
9.5
179.6
155.8
1. Included within wages and salaries is £2.5m of exceptional costs (FY24: £nil) relating to Director joining costs and cost savings related costs.
2. Included within termination benefits is £6.5m of exceptional costs (FY24: £nil) relating to cost savings related costs.
3. Includes share-based payments of £7.2m (FY24: £4.0m).
4. FY24 costs have been re-presented to split out termination benefits from wages and salaries.
For details of remuneration relating to Directors, please refer to the Directors’ Remuneration Report on pages 131 to 144 of the Annual Report.
The monthly number of employees (including Directors) employed by the Group during the period was:
FTE
5
Average
6
As at As at For the 52 weeks For the year ended
30 March 2025 31 March 2024 ended 30 March 2025 31 March 2024
No. No. No. No.
EMEA
971
1,044
1,720
1,853
Americas
549
599
802
819
APAC
293
385
546
553
Global support functions
535
602
583
600
2,348
2,630
3,651
3,825
5. FTE (Full Time Equivalent) is calculated by dividing the employee’s contracted hours by the Group’s standard full time contract hours.
6. Average is the average actual employees of the Group during the period calculated on a monthly basis.
8. Finance expense
FY25 FY24
£m £m
Bank debt and other charges
22.1
22.3
Interest on lease liabilities
6.9
8.6
Discount unwind of dilapidation provision
0.2
–
Amortisation of bank loan issue costs
1.2
1.2
Accelerated amortisation of fees on debt refinancing
1
1.6
–
Other interest charges
–
0.1
Total financing expense
32.0
32.2
1. Classified as an exceptional cost – see note 4 for detail.
188
DR. MARTENS PLC ANNUAL REPORT 2025
9. Tax expense
The Group calculates the tax expense for the period using the tax rate that would be applicable to the expected total annual earnings.
The major components of tax expense in the Consolidated Statement of Profit or Loss are:
FY25 FY24
£m £m
Current tax
Current tax on UK profit for the period
1.7
17.2
Adjustment in respect of prior periods
(0.1)
(0.6)
Current tax on overseas profits for the period
3.8
6.4
5.4
23.0
Deferred tax
Origination and reversal of temporary differences
(0.8)
(0.8)
Adjustment in respect of prior periods
(0.3)
1.6
(1.1)
0.8
Total tax expense in the Consolidated Statement of Profit or Loss
4.3
23.8
Other comprehensive income
Tax in relation to share schemes
0.7
(0.5)
Tax in relation to cash flow hedges
(0.3)
0.7
Total tax expense in the Consolidated Statement of Comprehensive Income
4.7
24.0
FY25 FY24
£m £m
Factors affecting the tax expense for the period:
Profit before tax
8.8
93.0
Profit before tax multiplied by standard rate of UK corporation tax of 25% (FY24: 25%)
2.2
23.3
Effects of:
Non-deductible expenses
1.8
0.2
Share-based payments
0.9
0.3
Difference in foreign tax rates
(0.1)
(0.8)
Other adjustments
(0.1)
(0.2)
Adjustments in respect of prior periods
1
(0.4)
1.0
Total tax expense in the Consolidated Statement of Profit or Loss
4.3
23.8
Other comprehensive income
Tax in relation to share schemes
0.7
(0.5)
Tax in relation to cash flow hedges
(0.3)
0.7
Total tax expense in the Consolidated Statement of Comprehensive Income
4.7
24.0
Effective tax rate
2
48.9%
25.6%
1. The adjustments in respect of the prior periods are in relation to current and deferred tax on temporary differences and movement in uncertain tax provisions.
2. Adjusted effective tax rate for the period is 31.6% (FY24: 25.6%). Tax impact of adjusting items is detailed in note 4. Adjusted effective tax rate is calculated by dividing
the post-adjusting items tax charge for the period by adjusted profit before tax.
FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%
for large groups for financial years beginning on or after 31 December 2023.
All territories in which the Group operates are expected to qualify for one of the safe harbour exemptions such that top-up taxes should not
apply. To the extent that this is not the case there is the potential for Pillar Two taxes to apply, but these are not expected to be material.
FINANCIAL STATEMENTS
189
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
10. Earnings per share
The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders of the Parent Company divided
by the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by dividing the profit for the period attributable to ordinary equity holders of the Parent Company by
the weighted average number of ordinary shares in issue during the period plus the weighted average number of ordinary shares that would
be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.
FY25 FY24
Note £m £m
Profit after tax
4.5
69.2
Adjustments to profit after tax
4
18.9
3.1
Adjusted profit after tax
1
23.4
72.3
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
FY25 FY24
No. No.
Weighted average number of shares for calculating basic earnings per share (millions)
962.3
983.5
Potentially dilutive share awards (millions)
11.8
2.1
Weighted average number of shares for calculating diluted earnings per share (millions)
974.1
985.6
FY25
FY24
Earnings per share
Basic earnings per share
0.5p
7.0p
Diluted earnings per share
0.5p
7.0p
Adjusted earnings per share
1
Adjusted basic earnings per share
1
2.4p
7.4p
Adjusted diluted earnings per share
1
2.4p
7.3p
During the year to 31 March 2024 the Group repurchased 39.9 million shares. The cash outflow was £50.5m (including transaction costs
of £0.5m) pursuant to the share buyback scheme that was announced on 14 July 2023 and concluded on 19 December 2023.
11. Dividends
FY25 FY24
£m £m
Dividends paid during the period/year
Prior period/year final dividend paid
9.5
42.8
Interim dividend paid
–
1
15.0
Total dividends paid during the period/year
9.5
57.8
Dividend in respect of the period:
Interim dividend: 0.85p (FY24: 1.56p)
8.2
15.0
Final dividend: 1.70p (FY24: 0.99p)
16.4
9.5
Total dividend in respect of the period/year
24.6
24.5
Payout ratio %
547%
35%
1. The FY25 interim dividend was paid on 8 April 2025.
The Board has proposed, subject to shareholder approval, a final dividend of 1.70p (FY24: 0.99p), taking the total dividend for FY25,
including the interim dividend of 0.85p, to 2.55p, a 547% payout ratio.
190
DR. MARTENS PLC ANNUAL REPORT 2025
12. Intangible assets
Software Other
intangibles
1
intangibles Goodwill Total
£m £m £m £m
Cost
At 1 April 2023
48.2
1.2
240.7
290.1
Additions
10.2
–
–
10.2
Disposals
(1.0)
–
–
(1.0)
Foreign exchange
(0.1)
–
–
(0.1)
At 31 March 2024
57.3
1.2
240.7
299.2
Additions
10.3
–
–
10.3
Disposals
(3.6)
–
–
(3.6)
Foreign exchange
(0.1)
–
–
(0.1)
At 30 March 2025
63.9
1.2
240.7
305.8
Accumulated amortisation and impairment
At 1 April 2023
24.5
–
–
24.5
Charge for the year
5.7
0.1
–
5.8
Disposals
(1.0)
–
–
(1.0)
Foreign exchange
(0.2)
0.1
–
(0.1)
At 31 March 2024
29.0
0.2
–
29.2
Charge for the period
6.1
–
–
6.1
Disposals
(3.4)
–
–
(3.4)
Foreign exchange
(0.1)
–
–
(0.1)
At 30 March 2025
31.6
0.2
–
31.8
Net book value
At 30 March 2025
32.3
1.0
240.7
274.0
At 31 March 2024
28.3
1.0
240.7
270.0
1. Software intangible additions in the period of £10.3m (FY24: £10.2m) include permanent employee staff costs capitalised of £0.6m (FY24: £0.8m).
GOODWILL IMPAIRMENT ASSESSMENT
Goodwill is required to be tested for impairment on an annual basis by estimating the asset’s recoverable amount. An asset’s recoverable
amount is the higher of its fair value less costs of disposal and its value in use. An impairment is present if the recoverable amount is less
than the carrying value of the asset. The recoverable amount is estimated for goodwill with reference to the cash generating units (CGUs)
to which goodwill was originally allocated and each of these CGUs has been separately assessed and tested. The CGUs were agreed by
the Directors as the geographical regions in which the Group operates. These regions are the lowest level at which goodwill is monitored
and represent identifiable operating segments. There have been no changes to the composition of the Group’s CGUs during the period.
The aggregate carrying amount of goodwill allocated to each CGU was as follows:
FY25 FY24
£m £m
EMEA
66.6
66.6
Americas
114.1
114.1
APAC
60.0
60.0
240.7
240.7
All CGUs were tested for impairment. No impairment charge was made in the current period (FY24: £nil).
FINANCIAL STATEMENTS
191
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
12. Intangible assets continued
JUDGEMENTS, ASSUMPTIONS AND ESTIMATES
The results of the Company’s impairment tests are dependent upon estimates and judgements made by management. All CGUs’ recoverable
amounts are measured using a value in use calculation. The value in use calculation uses cash flow forecasts based on financial projections
reviewed by the Board covering a five-year period (pre-perpetuity). The forecasts are based on annual budgets and strategic projections
representing the best estimate of future performance. Management considers forecasting over this period to appropriately reflect the business
cycle of the CGUs. These cash flows are consistent with those used to review going concern and viability, however, are required by IAS 36 to
be adjusted for use within an impairment review to exclude new retail development to which the Group is not yet committed. In determining
the value in use of CGUs it is necessary to make a series of assumptions to estimate the present value of future cash flows. The following key
assumptions have been made by management reflecting past experience and are consistent with relevant external sources of information.
PRE-TAX RISK ADJUSTED DISCOUNT RATES
Future cash flows are discounted to present value using pre-tax discount rates derived from risk-free rates based on long-term government
bonds, adjusted for risk factors such as region and market risk in the territories in which the Group operates and the time value of money.
Consistent with the 2019 IFRS IASB Staff Paper, post-tax discount rates and post-tax cash flows are used as observable inputs, and then the
pre-tax discount rates are calculated from this to comply with the disclosure requirements under IAS 36. The pre-tax risk adjusted discount
rates have been calculated to be 12.7% for EMEA (FY24: 12.7%), 12.2% for Americas (FY24: 12.6%), and 11.8% for APAC (FY24: 12.4%).
LONG-TERM GROWTH RATES
To forecast beyond the five-year detailed cash flows into perpetuity, a long-term average growth rate has been used. The long-term growth
rates applied for the regions are 2.0% for EMEA (FY24: 1.9%), 2.2% for Americas (FY24: 2.2%), and 3.2% for APAC (FY24: 3.4%). The
rates used are in line with geographical forecasts included within industry reports.
OPERATING CASH FLOWS
The main assumptions within the forecast operating cash flows include the achievement of future growth in ecommerce, retail and wholesale
channels, sales prices and volumes (including reference to specific customer relationships and product lines), raw material input costs, the
cost structure of each CGU, the impact of foreign currency rates upon selling price and cost relationships and the levels of capital expenditure
required to support each sales channel.
SENSITIVITY ANALYSIS
Sensitivity analysis to potential changes in these key assumptions has been reviewed. For the EMEA and APAC CGUs there are no
reasonably possible changes to key assumptions that would cause the carrying amount of these CGUs to exceed their recoverable amount.
The Americas CGU was noted to be sensitive to the assumptions relating to sales growth and EBITDA margin. Future sales are estimated to
increase on a compound annual growth rate (CAGR) basis for the Americas CGU by 7.9% over the five years pre-perpetuity from FY25 sales
in the base plan. Potential changes in these assumptions have been sensitised without cost mitigation as follows:
FY25
Americas £m
Original headroom
129.7
Headroom/(deficit) using a 10% decrease in forecasted sales
(50.8)
Headroom/(deficit) using a 10% increase in forecasted sales
308.4
Headroom/(deficit) using a 25% decrease in forecasted EBITDA
(21.4)
Headroom/(deficit) using a 25% increase in forecasted EBITDA
280.7
Headroom/(deficit) combining a 10% decrease in forecasted sales, a further 10% decrease in EBITDA and a 1%pt increase
in pre-tax discount rate
(120.6)
SALES
Sensitivities have been modelled in the table above based on a +/- 10% movement in sales relative to the base plan, applied each year and into
perpetuity. A decrease in forecasted sales of -10% would result in the carrying amount being above the recoverable amount. A decrease in forecast
sales of -10% results in a revised compound annual growth rate (CAGR) over the five years pre-perpetuity from FY25 sales of 5.6%, and an increase
of 10% results in a revised CAGR of 10.0%.The reduction in forecast sales, for each of the five years and into perpetuity, that would result in the
carrying amount and the recoverable amount being equal, is a decrease of -7.2%. Additionally, the effect of applying published industry sales growth
rates lower than the growth assumed within the base plan was assessed. Revenue and performance related cost mitigations were applied in this
assessment, with other assumptions held consistent with the base plan. This assessment resulted in headroom above the carrying amount.
EBITDA
Sensitivities have been modelled in the table above based on a +/- 25% movement in EBITDA relative to the base plan each year and
into perpetuity. A decrease in forecasted EBITDA of -25% would result in the carrying amount being above the recoverable amount.
The reduction in forecast EBITDA, for each of the five years and into perpetuity, that would result in the carrying amount and the recoverable
amount being equal, is a decrease of -21.5%. This would result in an FY26 EBITDA % of 8.8%.
ADDITIONAL ILLUSTRATION
An additional sensitivity as set out in the table above, which is not considered reasonably possible, has been included for illustrative
purposes which models a scenario where forecasted sales decline by -10%, EBITDA deteriorates by a further 10% (in addition to the
EBITDA decline from reducing forecasted sales) and the pre-tax discount rate also increases by 1%pt. This would result in the carrying
amount being above the recoverable amount.
192
DR. MARTENS PLC ANNUAL REPORT 2025
13. Property, plant and equipment
Freehold property Leasehold Plant, machinery, Office and computer
and improvements improvements fixtures and fittings equipment Total
£m £m £m £m £m
Cost
At 1 April 2023
8.0
76.3
16.2
8.7
109.2
Additions
0.1
14.7
0.1
1.3
16.2
Disposals
(0.1)
(3.9)
–
(1.3)
(5.3)
Reclassifications to right-of-use assets
–
(3.3)
–
–
(3.3)
Foreign exchange
(0.2)
(1.8)
(0.3)
(0.2)
(2.5)
At 31 March 2024
7. 8
82.0
16.0
8.5
114.3
Additions
0.1
6.7
0.2
0.7
7. 7
Disposals
(0.1)
(4.4)
(1.3)
(2.0)
(7.8)
Reclassifications to right-of-use assets
–
(0.7)
–
–
(0.7)
Foreign exchange
(0.1)
(1.5)
(0.3)
(0.1)
(2.0)
At 30 March 2025
7. 7
82.1
14.6
7. 1
111.5
Accumulated depreciation and impairment
At 1 April 2023
0.6
38.7
3.4
5.2
47.9
Charge for the year
0.3
11.9
0.8
2.2
15.2
Impairment
–
–
–
–
–
Eliminated on disposal
(0.1)
(3.9)
–
(1.3)
(5.3)
Reclassifications to right-of-use assets
–
(1.6)
–
–
(1.6)
Foreign exchange
–
(1.2)
–
(0.1)
(1.3)
At 31 March 2024
0.8
43.9
4.2
6.0
54.9
Charge for the period
0.2
12.2
0.9
1.7
15.0
Impairment
–
1.0
0.1
–
1.1
Eliminated on disposal
–
(4.3)
(1.3)
(2.0)
(7.6)
Reclassifications to right-of-use assets
–
(0.6)
–
–
(0.6)
Foreign exchange
–
(0.8)
–
(0.1)
(0.9)
At 30 March 2025
1.0
51.4
3.9
5.6
61.9
Net book value
At 30 March 2025
6.7
30.7
10.7
1.5
49.6
At 31 March 2024
7.0
38.1
11.8
2.5
59.4
FINANCIAL STATEMENTS
193
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
13. Property, plant and equipment continued
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
Right-of-use
assets
£m
Cost or valuation
At 1 April 2023
235.4
Additions
1
77. 0
Reassessments of leases
2
(4.0)
Reclassifications from property, plant and equipment
3.3
Modifications of leases
10.1
Disposals
(10.1)
Foreign exchange
(8.8)
At 31 March 2024
302.9
Additions
1
18.6
Reassessments of leases
2
2.6
Reclassifications from property, plant and equipment
0.7
Modifications of leases
6.3
Disposals
(14.4)
Foreign exchange
(5.8)
At 30 March 2025
310.9
Accumulated depreciation and impairment
At 1 April 2023
91.3
Charge for the year
51.3
Reclassifications from property, plant and equipment
1.6
Disposals
(10.0)
Foreign exchange
(4.8)
At 31 March 2024
129.4
Charge for the period
51.4
Reclassifications from property, plant and equipment
0.6
Impairment
3.2
Disposals
(14.4)
Foreign exchange
(2.5)
At 30 March 2025
167.7
Net book value
At 30 March 2025
143.2
At 31 March 2024
173.5
1. Additions include £0.7m of direct costs (FY24: £2.0m) and £1.2m (FY24: £2.5m) in relation to costs of removal and restoring.
2. Lease reassessments relate to measurement adjustments for rent reviews and stores that have exercised lease breaks.
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS
The Group has determined that each retail store is a separate CGU. Each CGU is assessed for indicators of impairment at the Balance
Sheet date and tested for impairment if any indicators exist. The Group has some leases that meet the IAS 36 definition of corporate assets,
such as offices, as they do not generate independent cash flows. These are assessed for impairment indicators and if required to be tested
for impairment, are done so using the two-step impairment process under IAS 36 in which they are allocated to the Regional-level CGUs
as determined for goodwill impairment (note 12). There has been no change to the way in which CGUs are determined in the period.
During the period, the Group has recognised an impairment charge of £3.2m (FY24: £nil) to right-of-use assets and £1.1m (FY24: £nil) to
related property, plant and equipment in relation to the ongoing store estate. These stores were impaired to their value in use recoverable
amount of £0.9m, which is their carrying value at the period end.
194
DR. MARTENS PLC ANNUAL REPORT 2025
13. Property, plant and equipment continued
JUDGEMENTS, ASSUMPTIONS AND ESTIMATES – RETAIL STORES
The results of the Company’s impairment tests are dependent upon estimates and judgements made by management. If an indicator of
impairment has been identified, a CGU’s recoverable amount is measured using the value in use method. The value in use calculation uses
cash flow forecasts based on financial projections reviewed by the Board covering a five-year period. The forecasts are based on annual
budgets and strategic projections representing the best estimate of future performance. Management considers forecasting over this
period to appropriately reflect the business cycle of the CGUs. These cash flows are consistent with those used to review going concern
and viability, however, are adjusted for relevance to the nature and tenure of the retail store lease.
If determining the value in use of CGUs it is necessary to make a series of assumptions to estimate the present value of future cash flows
which reflect past experience and are consistent with relevant external sources of information.
OPERATING CASH FLOWS – RETAIL STORES
If an indicator of impairment has been identified and a CGU’s recoverable amount is required to be estimated, the main assumptions within
the forecast operating cash flows include the achievement of future growth in retail sales, sales prices and volumes, raw material input
costs, the cost structure of each CGU, the impact of foreign currency rates upon selling price and cost relationships and the levels of capital
expenditure required to support the associated sales.
PRE-TAX RISK ADJUSTED DISCOUNT RATE – RETAIL STORES
If an indicator of impairment has been identified and a CGU’s recoverable amount is required to be estimated, future cash flows are
discounted to present value using a pre-tax discount rate derived from risk-free rates based on long-term government bonds, adjusted for
risk factors such as region and market risk in the territories in which the Group operates and the time value of money. Consistent with the
2019 IFRS IASB Staff Paper, a post-tax discount rate and post-tax cash flows are used as observable inputs, and then the pre-tax discount
rate is calculated from this to comply with the disclosure requirements under IAS 36. The pre-tax discount rate for the Group has been
calculated to be 12.4% (FY24: 12.7%).
SENSITIVITY ANALYSIS – RETAIL STORES
The results of the Group’s impairment tests are dependent upon estimates and judgements made by management, particularly in relation
to the key assumptions of the Group. The cash flow projections include assumptions on store performance throughout the remaining
contractual lease term. In particular, the retail revenue recovery profile in the budget for future periods represents a source of estimation
uncertainty. The projections and sensitivity analysis for future periods are consistent with the long-term forecast approved by the Board.
We have concluded no material reasonable possible changes in assumptions will result in an impairment and therefore no sensitivity
analysis has been disclosed. In FY24, no indicators of impairment were identified.
14. Inventories
FY25 FY24
£m £m
Raw materials
1.6
2.2
Finished goods
185.8
252.4
Inventories net of provisions
187.4
254.6
FY25 FY24
£m £m
Inventory provision
2.5
2.6
Inventory written off to Consolidated Statement of Profit or Loss
1.0
0.9
The cost of inventories recognised as an expense and included in cost of sales amounted to £253.4m (FY24: £284.3m). The remainder
of total cost of sales of £275.9m (FY24: £301.9m) relates to freight including shipping out costs.
FINANCIAL STATEMENTS
195
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
15. Trade and other receivables
FY25 FY24
£m £m
Trade receivables
50.6
55.1
Less: allowance for expected credit losses
(0.9)
(0.8)
Trade receivables – net
49.7
54.3
Other receivables
7. 1
7. 7
56.8
62.0
Prepayments
5.6
6.8
62.4
68.8
All trade and other receivables are expected to be recovered within 12 months of the period end date. Due to the short-term nature of the
current receivables, their carrying amount is considered to be the same as their fair value. The carrying value of trade receivables represents
the maximum exposure to credit risk. For some trade receivables, the Group may obtain security in the form of guarantees, insurances or
letters of credit which can be called upon if the counterparty is in default under the terms. As at 30 March 2025 the amount of collateral held
was £0.3m (FY24: £0.3m).
As at 30 March 2025 trade receivables of £1.4m (FY24: £1.9m) were due over 90 days, trade receivables of £0.3m (FY24: £0.7m) were
due between 60-90 days and trade receivables of £48.9m (FY24: £52.5m) were due in less than 60 days. The Group establishes a loss
allowance that represents its estimate of potential losses in respect of trade receivables, where it is deemed that a receivable may not
be recovered, and considers factors which may impact risk of default.
Where appropriate, we have grouped these receivables with the same overall risk characteristics. When the receivable is deemed
irrecoverable, the provision is written off against the underlying receivables.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance
for all trade receivables.
To measure expected credit losses, trade receivables have been grouped based on customer segment, geographical location, and the days
past due. The expected loss rates are based on the historical credit losses experienced in previous periods. The rates are adjusted to reflect
current and forward-looking information, including macroeconomic factors, by obtaining and reviewing relevant market data affecting the
ability of customers to settle the receivables based on their customer segment and geographical location. Where objective evidence exists
that a trade receivable balance may be impaired, provision is made for the difference between its carrying amount and the present value of
the estimated cash that will be recovered. Evidence of impairment may include such factors as a customer entering insolvent administration
proceedings.
As at 30 March 2025 trade receivables were carried net of expected credit losses of £0.9m (FY24: £0.8m). The individually impaired
receivables relate mainly to accounts which are outside the normal credit terms. The ageing analysis of these provisions against trade
receivables is as follows:
FY25 FY24
£m £m
Up to 60 days
–
0.1
60 to 90 days
–
–
Over 90 days
0.9
0.7
0.9
0.8
FY25 FY24
£m £m
At 1 April
0.8
1.8
Change in provision for expected credit losses
0.1
(1.0)
At 30 March 2025 and 31 March 2024
0.9
0.8
Debtors days
58
52
196
DR. MARTENS PLC ANNUAL REPORT 2025
15. Trade and other receivables continued
The carrying amount of the Group’s trade and other receivables is denominated in the following currencies:
FY25 FY24
£m £m
UK Sterling
3.9
4.9
Euro
12.8
13.1
US Dollar
26.3
27.4
Japanese Yen
2.5
2.5
Other currencies
4.2
6.4
49.7
54.3
16. Cash and cash equivalents
FY25 FY24
£m £m
Cash and cash equivalents
1
155.9
111.1
1. Cash includes £58.7m of investments in high-quality overnight money market funds (FY24: £58.9m). A further £58.5m sits in term deposits with terms of less than 90 days
(FY24: £11.9m).
17. Trade and other payables
FY25 FY24
£m £m
Trade payables
27.5
33.0
Taxes and social security costs
10.6
12.2
Other payables
7. 1
7.6
45.2
52.8
Accruals
1
63.7
39.4
108.9
92.2
1. Included within accruals is the refund liability of £3.9m (FY24: £3.9m), deferred income of £2.4m (FY24: £2.5m), accruals for royalties of £9.5m (FY24: £10.9m), goods received
not invoiced of £6.5m (FY24: £0.6m), and other accruals of £41.4m (FY24: £21.5m).
All trade and other payables are expected to be settled within 12 months of the period end date. Due to the short-term nature of the current
payables, their carrying amount is considered to be the same as their fair value. At 30 March 2025, other payables included £5.2m (FY24:
£6.3m) in relation to employment-related payables.
18. Borrowings
FY25 FY24
Note £m £m
Current
Bank interest
2.4
8.4
Lease liabilities
29
45.9
47.0
Total current
48.3
55.4
Non-current
Bank loans (net of unamortised bank fees)
246.3
286.3
Lease liabilities
29
109.5
135.3
Total non-current
355.8
421.6
Total borrowings
1
404.1
477.0
Analysis of bank loan:
Non-current bank loans (net of unamortised bank fees)
246.3
286.3
Add back unamortised fees
3.7
2.3
Total gross bank loan
250.0
288.6
1. From total borrowings, only bank loans (excluding unamortised bank fees) and lease liabilities are included in net debt for bank loan covenant calculation purposes.
FINANCIAL STATEMENTS
197
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
18. Borrowings continued
On 19 November 2024, the Group agreed with existing and new lenders to refinance its debt facilities, previously comprising a €337.5m
Term Loan and revolving credit facility (RCF) of £200.0m. The refinanced facility (‘New Facilities’) consists of a £250.0m Term Loan and RCF
of £126.5m for an initial term of three years (ending 19 November 2027), with two one-year extension options, subject to lender approval.
The New Facilities continue to include a committed ancillary facility (carved out of the RCF) of which £3.7m (FY24: £3.4m) has been utilised
primarily for landlord bank guarantees.
The New Facilities were accounted for as an extinguishment of the previous debt under IFRS 9, as the terms were deemed substantially
different from the prior arrangements. As a result, the previous €337.5m Term Loan was derecognised, and the new £250.0m loan
recognised as a financial liability at fair value of £245.8m when including transaction costs directly related to the refinancing of £4.2m.
Unamortised fees relating to the previous debt extinguishment totalling £1.6m were recognised in the Consolidated Statement of Profit
or Loss as an exceptional cost for the period.
The New Facilities include a single financial covenant on leverage that is tested semi-annually on a rolling 12-month basis at the Group
level. Interest on the new Term Loan is charged with a variable margin depending on the Group leverage over compounded daily SONIA.
The weighted total interest rate for this instrument in FY25 was 8.1% at an annualised rate. Interest on the Euro Term Loan B was charged
with a variable margin depending on the Group leverage over floating EURIBOR. The weighted total interest rate for this instrument in
FY25 up to extinguishment was 6.8% (FY24: 6.6%).
BANK LOANS
Loan repayments will occur as follows:
Term Loan
£m
2027
(19 November 2027)
250.0
Total
250.0
FY25 FY24
£m £m
Revolving credit facility utilisation
Guarantees
3.7
3.4
Total utilised facility
3.7
3.4
Available facility (unutilised)
122.8
196.6
Total revolving facility
126.5
200.0
%
%
Interest rate charged on unutilised facility
1.23
0.90
The bank loans are secured by a fixed and floating charge over assets of the Group.
The fair value of the items classified as loans and borrowings is shown above. The book and fair values of borrowings are deemed
to be materially equal.
Movements in loans and borrowings were as follows:
Foreign
Cash Fee Interest Working Fair value exchange 30 March
1 April 2024 movements amortisation expense Settlement capital movement movement 2025
£m £m £m £m £m £m £m £m £m
Euro Term Loan B
288.6
(283.0)
–
–
–
–
–
(5.6)
–
Term Loan
–
250.0
–
–
–
–
–
–
250.0
Capitalised fees
2.3
3.8
(2.8)
–
–
0.4
–
–
3.7
Loan interest payable
8.4
(27.6)
–
21.6
–
–
–
–
2.4
Loan-related derivatives
–
–
–
–
4.0
–
(4.0)
–
–
Total borrowings
299.3
(56.8)
(2.8)
21.6
4.0
0.4
(4.0)
(5.6)
256.1
198
DR. MARTENS PLC ANNUAL REPORT 2025
18. Borrowings continued
Foreign
Cash Fee Interest Working Fair value exchange 31 March
1 April 2023 movements amortisation expense Settlement capital movement movement 2024
£m £m £m £m £m £m £m £m £m
Euro Term Loan B
296.8
–
–
–
–
–
–
(8.2)
288.6
Capitalised fees
3.5
–
(1.2)
–
–
–
–
–
2.3
Loan interest payable
6.2
(19.5)
–
21.6
–
–
–
0.1
8.4
Loan-related derivatives
(0.2)
–
–
–
5.5
–
(5.3)
–
–
Total borrowings
306.3
(19.5)
(1.2)
21.6
5.5
–
(5.3)
(8.1)
299.3
Movements in the lease liabilities are not included above but are detailed in note 29.
NET DEBT
1
RECONCILIATION
The breakdown of net debt
1
was as follows:
FY25 FY24
£m £m
Cash and cash equivalents
155.9
111.1
Bank loans (excluding unamortised bank fees)
2
(250.0)
(288.6)
Lease liabilities
(155.4)
(182.3)
Net debt
1
(249.5)
(359.8)
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
2. In previous periods, bank loans were presented net of unamortised bank fees of £2.3m.
19. Provisions
Total
£m
At 1 April 2023
4.4
Arising during the year
2.5
Amounts utilised
(0.4)
Foreign exchange
(0.2)
At 31 March 2024
6.3
Arising during the period
1.2
Remeasurements during the period
1
(0.7)
Amounts utilised
(0.3)
Discount rate unwind
1
0.2
Foreign exchange
(0.2)
At 30 March 2025
6.5
1. The Group adjusted property provisions during the period to their present value. Interest expense is now recognised for the unwinding of the discounting of the provisions.
All provisions are property provisions that relate to the estimated repair and restoration costs for properties at the end of the lease.
20. Derivative assets and liabilities
FY25 FY24
£m £m
Assets
Foreign exchange forward contracts – Current
1.0
1.5
Foreign exchange forward contracts – Non-current
–
0.1
Liabilities
Foreign exchange forward contracts – Current
(0.1)
(0.1)
Foreign exchange forward contracts – Non-current
–
–
Derivative financial instruments consist of foreign exchange forward contracts, which are categorised within Level 2 (refer to note 2.15 for
details on fair value hierarchy categorisation). The full fair value of a derivative is classified as a non-current asset or liability if the remaining
maturity is more than 12 months and as a current asset or liability if the maturity of the derivative is less than 12 months.
FINANCIAL STATEMENTS
199
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
20. Derivative assets and liabilities continued
FOREIGN EXCHANGE FORWARD DERIVATIVES
The Group takes a holistic approach to foreign exchange risk, viewing exposures on a Group-wide net cash flow basis, seeking to maximise
natural offsets wherever possible. Where considered material, the Group manages its exposure to variability in GBP from foreign exchange
by hedging highly probable future cash flows arising in other currencies. The Group’s principal net currency exposures are to USD, EUR,
JPY and CAD.
The Group adopts a rolling, layered approach to hedging its operating cash flows using forward foreign exchange contracts on an 18-month
horizon. Other derivative contracts and longer tenors may be used provided these are approved by the Board and Audit and Risk Committee.
The Group also utilised foreign exchange derivatives in a hedging relationship to partially hedge the foreign exchange translation risk (into
functional GBP) on its EUR Term Loan extinguished on 19 November 2024.
The following table represents the nominal amounts and types of derivatives held as at each Balance Sheet date:
FY25
FY24
Average foreign exchange rate
Cash flow hedges: sell GBP buy EUR
–
1.1539
Cash flow hedges: sell EUR buy GBP
1.1684
1.1366
Derivatives measured at fair value through profit or loss: sell EUR buy GBP
–
1.1448
Nominal amounts
Cash flow hedges: sell GBP buy EUR
€m
€m
Less than a year
–
130.0
More than a year but less than two years
–
–
Cash flow hedges: sell EUR buy GBP
£m
£m
Less than a year
82.2
66.5
More than a year but less than two years
7. 0
2.1
Derivatives measured at fair value through profit or loss: sell EUR buy GBP
£m
£m
Less than a year
–
1.9
More than a year but less than two years
–
–
For hedges of forecast receipts and payments in foreign currencies, the critical terms of the hedging instruments match exactly with the
terms of the hedged items and, therefore, the Group performs a qualitative assessment of effectiveness. The fair value of forecast hedge
items is assessed to move materially equally and opposite to continuing cash flow hedge instruments. Ineffectiveness may arise if the
timing of the forecast transaction changes from what was originally estimated or if there are changes in the credit risk of the Group or the
derivative counterparty. The hedge ratio is 1:1.
If a hedged item is no longer expected to occur, the hedge instruments are immediately de-designated from a cash flow hedge relationship.
Amounts recognised in relation to de-designated derivatives are released from the hedging reserve and thereafter movements are classified
as fair value through profit or loss. Following the refinancing in November 2024, foreign exchange derivatives with a notional amount of
€160.0m in a cash flow hedge relationship to mitigate the GBP/EUR currency risk from the EUR Term Loan were de-designated. At the
same time these derivatives were economically closed out by the entering of equal and opposite foreign exchange forward contracts. All
de-designated and close out trades had matured at 30 March 2025 with none remaining on Balance Sheet. Fair value movements related
to de-designated derivatives and their corresponding close out trades in the period ended 30 March 2025 were not material on a net basis.
Gains/losses reclassified from the Consolidated Statement of Comprehensive Income to the Consolidated Statement of Profit or Loss
during the period are as follows:
FY25 FY24
£m £m
Revenue
3.8
1.5
Foreign exchange losses
(3.6)
(5.4)
0.2
(3.9)
200
DR. MARTENS PLC ANNUAL REPORT 2025
20. Derivative assets and liabilities continued
FOREIGN EXCHANGE FORWARD DERIVATIVES CONTINUED
Derivative financial assets and liabilities are subject to offsetting, enforceable master netting arrangements with counterparties. However,
these amounts are presented gross on the face of the Balance Sheet as the conditions for netting specified in IAS 32 ‘Financial Instruments
Presentation’ are not met.
FY25
Gross carrying
Amounts
amounts
not offset Net amounts
£m
£m £m
Derivative financial assets
1.0
(0.1)
0.9
Derivative financial liabilities
(0.1)
0.1
–
FY24
Gross carrying
Amounts
amounts
not offset Net amounts
£m
£m £m
Derivative financial assets
1.6
(0.1)
1.5
Derivative financial liabilities
(0.1)
0.1
–
21. Investments
FY25 FY24
£m £m
Investments
1.0
1.0
On 16 January 2023 the Group made an investment of £1.0m in the share capital of Generation Phoenix Ltd (GP), a company that
specialises in producing a sustainable alternative to leather and produces a recycled leather product using part-processed offcuts.
22. Financial instruments
IFRS 13 requires the classification of financial instruments measured at fair value to be determined by reference to the source of inputs used
to derive fair value. The fair values of all financial instruments, except for leases, in both years are materially equal to their carrying values.
All financial instruments are measured at amortised cost with the exception of derivatives, cash amounts held within money market funds,
and investments in equity instruments which are measured at fair value. Derivatives and money market funds are classified as Level 2 under
the fair value hierarchy, and investments in equity instruments as Level 3, which is consistent with the definitions in note 2.15.
30 March 2025
Fair value through Fair value
Assets at other comprehensive through
amortised cost income profit or loss Total
£m £m £m £m
Assets as per Balance Sheet
Investments
–
1.0
–
1.0
Trade and other receivables excluding prepayments
56.8
–
–
56.8
Derivative financial assets – Current
–
1.0
–
1.0
Derivative financial assets – Non-current
–
–
–
–
Cash and cash equivalents
97.2
–
58.7
1
155.9
154.0
2.0
58.7
214.7
1. A proportion of cash is invested in high-quality overnight money market funds to mitigate concentration and counterparty risk.
Fair value through Fair value
Liabilities at other comprehensive through
amortised cost income profit or loss Total
£m £m £m £m
Liabilities as per Balance Sheet
Bank debt (excluding unamortised bank fees)
250.0
–
–
250.0
Bank interest – Current
2.4
–
–
2.4
Lease liabilities – Current
45.9
–
–
45.9
Lease liabilities – Non-current
109.5
–
–
109.5
Derivative financial instruments – Current
–
0.1
–
0.1
Trade and other payables excluding non-financial liabilities
(mainly tax and social security costs)
95.9
–
–
95.9
503.7
0.1
–
503.8
FINANCIAL STATEMENTS
201
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
22. Financial instruments continued
31 March 2024
Fair value through
Assets at other comprehensive Fair value through
amortised cost income profit or loss Total
£m £m £m £m
Assets as per Balance Sheet
Investments
–
1.0
–
1.0
Trade and other receivables excluding prepayments
62.0
–
–
62.0
Derivative financial assets – Current
–
1.5
–
1.5
Derivative financial assets – Non-current
–
0.1
–
0.1
Cash and cash equivalents
52.2
–
58.9
1
111.1
114.2
2.6
58.9
175.7
1. A proportion of cash is invested in high-quality overnight money market funds to mitigate concentration and counterparty risk.
Fair value through
Liabilities at other comprehensive Fair value through
amortised cost income profit or loss Total
£m £m £m £m
Liabilities as per Balance Sheet
Bank debt (excluding unamortised bank fees)
288.6
–
–
288.6
Bank interest – Current
8.4
–
–
8.4
Lease liabilities – Current
47.0
–
–
47.0
Lease liabilities – Non-current
135.3
–
–
135.3
Derivative financial instruments – Current
–
0.1
–
0.1
Trade and other payables excluding non-financial liabilities
(mainly tax and social security costs)
77.5
–
–
77.5
556.8
0.1
–
556.9
GROUP FINANCIAL RISK FACTORS
The Group’s activities expose it to a wide variety of financial risks including liquidity, credit and market risk (including foreign exchange and
interest rate risks). The Group’s treasury policies seek to manage residual financial risk to within the Board agreed tolerance in a cost-effective
manner and taking advantage of natural offsets that exist or can be created through its operating activities. Where appropriate the Group uses
derivative financial instruments to hedge certain risk exposures (for example to reduce the impacts of foreign exchange volatility).
Risk management is carried out by a central Group Treasury department under policies approved by the Board of Directors and the Audit
and Risk Committee. Group Finance and Group Treasury identify, evaluate and hedge financial risks in close cooperation with the Group’s
regional operating units. The Board agrees written principles for overall risk management as well as written policies covering specific areas
such as foreign exchange risk, interest rate risk, credit risk and liquidity risk. These policies cover the allowable use of selective derivative
financial instruments and investment management processes for excess liquidity .
LIQUIDITY RISK
Cash flow forecasting is regularly performed in the operating entities of the Group and aggregated by Group Treasury. Group Treasury
monitors rolling forecasts of the Group’s liquidity requirements to ensure that it has sufficient cash to meet operational needs while
maintaining sufficient headroom in its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing
limits or covenants. Surplus cash held by operating entities over and above balances required for working capital are transferred to Group
Treasury to be managed centrally. Group Treasury policy is to invest surplus cash in high-quality, short-term, interest bearing instruments
including current accounts, term deposit and low volatility money market funds.
The Group continually reviews any medium to long-term financing requirements to ensure cost effective access to funding is available
if and when it is needed (including any debt refinancing).
202
DR. MARTENS PLC ANNUAL REPORT 2025
22. Financial instruments continued
LIQUIDITY RISK CONTINUED
The table below sets out the contractual maturities (representing undiscounted contractual cash flows) of loans, borrowings and other
financial liabilities:
At 30 March 2025
Up to Between Between More than
3 months 3 & 12 months 1 & 5 years 5 years Total
£m £m £m £m £m
Bank loans – Principal
–
–
250.0
–
250.0
Bank loans – Interest
1
5.2
15.0
31.7
–
51.9
Total bank loans
5.2
15.0
281.7
–
301.9
Lease liabilities
13.6
37.9
97.4
22.8
171.7
Derivative financial instruments
–
0.1
–
–
0.1
Trade and other payables excluding non-financial liabilities
95.9
–
–
–
95.9
114.7
53.0
379.1
22.8
569.6
At 31 March 2024
Up to Between Between More than
3 months 3 & 12 months 1 & 5 years 5 years Total
£m £m £m £m £m
Bank loans – Principal
–
–
288.6
–
288.6
Bank loans – Interest
1
10.7
11.6
22.3
–
44.6
Total bank loans
10.7
11.6
310.9
–
333.2
Lease liabilities
14.0
39.5
118.5
30.7
202.7
Derivative financial instruments
–
0.1
–
–
0.1
Trade and other payables excluding non-financial liabilities
77.5
–
–
–
7 7. 5
102.2
51.2
429.4
30.7
613.5
1. FY25 future interest cash flows are determined by a variable margin depending on the Group leverage forecast over a three-month average compounded SONIA forward curve.
FY24 future interest cash flows were determined by a variable margin depending on the Group leverage forecast over a six-month average EURIBOR forward curve.
CREDIT RISK
Credit risk is managed on a Group basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible
for managing and analysing the credit risk of their new customers before standard payment and delivery terms and conditions are offered.
Credit risk arises from cash and cash equivalents, derivative financial instruments, as well as credit exposures to wholesale and retail
customers, including outstanding receivables and committed transactions. Cash investments and derivative transactions are only executed
with financial institutions who hold an investment grade rating with at least one of Moody’s, Standard & Poor’s or Fitch’s rating agencies.
The Group’s Treasury policy defines strict limits that do not allow concentration of risk with individual counterparties.
For wholesale customers, risk control assesses the credit quality of the customer, taking into account its financial position, past experience
and other factors. Individual risk limits are regularly monitored. Sales to wholesale customers are settled primarily by bank transfer and
retail consumers are settled in cash or by major debit or credit cards. The Group has no significant concentration of credit risk as exposure
is spread over a large number of consumers.
MARKET RISK
FOREIGN EXCHANGE RISK
The Group operates internationally and is exposed to foreign exchange risk arising from the various currency exposures, primarily with
respect to the US Dollar, Euro, Canadian Dollar and Japanese Yen. Foreign exchange risk arises from future commercial transactions,
recognised assets and liabilities and net investments in overseas operations. Foreign exchange risk arises when future commercial
transactions or recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency.
The Group purchases the vast majority of its inventory from factories in Asia which are paid in US Dollars. On a net basis, the majority
of Group EBIT is earned in currencies other than Pounds Sterling. In addition, the Group has other currency denominated investments
in overseas operations whose net assets are exposed to foreign currency translation risk upon consolidation.
CASH FLOW AND FAIR VALUE INTEREST RATE RISK
The Group’s interest rate risk arises from its floating rate bank debt and cash amounts held. Borrowings issued at fixed rates expose the
Group to fair value interest rate risk. The Group’s bank debt borrowings are denominated in GBP, and incur interest at variable rates subject
to compounded daily SONIA.
At 30 March 2025, if interest rates on bank borrowings had been 50 basis points higher or lower with all other variables held constant,
the calculated pre-tax profit for the period would change by £1.4m (FY24: £1.5m).
FINANCIAL STATEMENTS
203
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
22. Financial instruments continued
CAPITAL RISK
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return
to stakeholders through the optimisation of the debt and equity balances. The Group’s overall strategy remains consistent with that from
the past few years.
The capital structure of the Group consists of net debt disclosed in note 18 and equity attributable to equity holders of the parent,
comprised of issued ordinary share capital, reserves and retained earnings as disclosed in notes 24 and 26 and the Consolidated Statement
of Changes in Equity. The Group’s Board of Directors reviews the capital structure on an annual basis. The Group is not subject to any
externally imposed capital requirement.
FOREIGN CURRENCY RISK
The Group has analysed the impact of a movement in foreign exchange rate of the major non-GBP currencies on its EBIT
1,2
(all other foreign
exchange rates remaining unchanged) as follows:
FY25 FY24
10% appreciation of currency £m £m
US Dollar
(12.6)
(7.3)
Euro
13.4
16.7
Yen
3.4
3.8
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
2. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business. Refer to the
Glossary on pages 231 to 233 for further explanation of the change. Prior period amounts have been updated to reflect this change.
The majority of the Group’s inventory is purchased in US Dollars however the net foreign currency exposure is largely offset by income from
the Group’s US operations and US Dollar-denominated sales to distributors.
23. Deferred taxation
The analysis of deferred tax assets and liabilities is as follows:
FY25 FY24
£m £m
Non-current
Assets
11.1
11.2
Liabilities
(2.5)
(2.8)
8.6
8.4
The gross movement on the deferred income tax is as follows:
FY25 FY24
£m £m
Credit for the period in the Consolidated Statement of Comprehensive Income
0.2
1.6
The deferred tax asset provided in the financial statements is supported by budgets and trading forecasts and relates to the following
temporary differences:
+ accelerated capital allowances are the differences between the net book value of fixed assets and their tax base;
+ other temporary differences are the other differences between the carrying amount of an asset/liability and its tax base that eventually
will reverse;
+ unrealised profits in intra-group transactions and expenses;
+ trade losses expected to be utilised in future periods; and
+ deferred tax on share-based payments in relation to the expected future tax deduction on the exercise of granted share options spread
over the vesting period.
204
DR. MARTENS PLC ANNUAL REPORT 2025
23. Deferred taxation continued
The movement in deferred income tax assets and liabilities during the period is as follows:
Accelerated Unrealised Other
capital intra-group temporary Share-based
allowances profits differences Tax losses payments Total
£m £m £m £m £m £m
At 1 April 2023
(2.4)
4.0
7. 4
0.7
0.3
10.0
Statement of Profit or Loss (charge)/credit
(0.8)
(0.4)
0.5
(0.1)
–
(0.8)
(Charged)/credited directly to equity
–
–
(0.7)
–
0.5
(0.2)
Foreign exchange
–
(0.3)
(0.3)
–
–
(0.6)
At 31 March 2024
(3.2)
3.3
6.9
0.6
0.8
8.4
Statement of Profit or Loss credit/(charge)
0.1
–
0.9
(0.4)
0.5
1.1
Credited/(charged) directly to equity
–
–
0.3
–
(0.7)
(0.4)
Adjustment for Korea concession income
1
–
–
(0.3)
–
–
(0.3)
Foreign exchange
–
(0.1)
(0.1)
–
–
(0.2)
At 30 March 2025
(3.1)
3.2
7. 7
0.2
0.6
8.6
1. This adjustment relates to the release of a historic Korean deferred tax asset arising from differences in income recognition in concessions between Korean GAAP and Korean tax
rules. This asset was released due to a claim with the Korean tax authorities being resolved.
Deferred taxation not provided in the financial statements:
FY25 FY24
£m £m
Tax losses
2
8.9
9.1
2. This is the tax affected amount of losses that have not been provided for in the financial statements, calculated using the rate at which the losses would be expected to be used.
There is £35.4m (FY24: £36.3m) of gross tax losses that have not been provided for because they are either capital losses (which can only be used against future capital gains
which we are not forecasting) or they are non-trade loan relationship losses which can only be used in the same company (and are in companies we don’t expect to have any loan
relationship profits).
The deferred tax assets and liabilities have been measured at the corporation tax rate expected to apply to the reversal of the timing
difference, based on rates that are enacted or substantively enacted by the end of each reporting period. There are no material temporary
differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements, for which deferred
tax liabilities have not been recognised.
24. Ordinary share capital
FY25 FY25 FY24 FY24
No. £m No. £m
Authorised, called up and fully paid
Ordinary shares of £0.01 each
964,537,323
9.6
961,878,608
9.6
The movements in the ordinary share capital during the 52 weeks ended 30 March 2025 and the year ended 31 March 2024 were as follows:
FY25 FY25 FY24 FY24
No. £m No. £m
At 1 April
961,878,608
9.6
1,000,793,898
10.0
Shares issued
2,658,715
–
953,845
–
Repurchase and cancellation of ordinary share capital
–
–
(39,869,135)
(0.4)
At 30 March 2025 and 31 March 2024
964,537,323
9.6
961,878,608
9.6
The cost of shares purchased by the Share Incentive Plan (SIP) Trusts is offset against the profit and loss account, as the amounts paid
reduce the profits available for distribution by the Company.
During the year ended 31 March 2024 Dr. Martens plc repurchased 39.9 million ordinary shares for a total consideration of £50.5m,
including transaction costs of £0.5m, as part of a share repurchase programme announced on 1 July 2023. All shares purchased were for
cancellation. The repurchased shares represented 4.1% of ordinary share capital. The number of shares in issue is reduced where shares
are repurchased.
FINANCIAL STATEMENTS
205
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
25. Treasury shares
The movements in treasury shares held by the Company during the 52 weeks ended 30 March 2025 and year ended 31 March 2024 were
as follows:
FY25 FY25 FY24 FY24
No. £m No. £m
At 1 April
394,923
–
110,153
–
Repurchase of shares for cancellation
–
–
39,869,135
50.0
Cancellation of shares
–
–
(39,869,135)
(50.0)
Shares issued for share schemes held in trust
447,685
–
284,770
–
Shares vested from share schemes held in trust
(107,248)
–
–
–
At 30 March 2025 and 31 March 2024
735,360
–
394,923
–
On 14 July 2023 Dr. Martens plc announced a share buyback programme. Treasury shares existed during the year ended 31 March 2024
as a result of the timing delay between the repurchase of shares under this programme and the subsequent cancellation of these shares.
The programme concluded on 19 December 2023.
26. Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Ordinary share capital
Nominal value of subscribed shares.
Treasury shares
This reserve relates to shares held by SIP Trusts as ‘treasury shares’. The shares held by the SIP Trusts
were issued directly to the Trusts in order to satisfy outstanding employee share options and potential awards
under the employee share incentive schemes. The Company issued 447,685 shares directly to the Trusts
during the 52 week period and held 735,360 as at 30 March 2025 (31 March 2024: 394,923). This reserve
was previously referred to as ‘capital reserve – own shares’. This reserve also included treasury shares
repurchased but not yet cancelled, pursuant to the share buyback programme, which concluded during FY24.
Hedging reserve
Represents the movements in fair value on designated hedging instruments.
Capital redemption reserve
A non-distributable reserve into which amounts are transferred following the redemption or purchase of own
shares. The reserve was created in order to ensure sufficient distributable reserves were available for the
purpose of redeeming preference shares in the prior periods.
Merger reserve
The difference between the nominal value of shares acquired by Dr. Martens plc (the Parent Company)
in the share-for-share exchange with Doc Topco Limited and the nominal value of shares issued to acquire
them on 11 December 2020.
Foreign currency Includes translation gains or losses on translation of foreign subsidiaries’ financial statements from the
translation reserve functional currencies to the presentational currency.
Retained earnings
Retained earnings represent the profits of the Group made in current and preceding periods, net of distributions
and equity-settled share-based awards. Included in retained earnings are distributable reserves.
27. Share-based payments and share schemes
EXECUTIVE SHARE PLAN – THE DR. MARTENS LONG TERM INCENTIVE PLAN (LTIP)
Awards of shares to Executive Directors and other senior executives are made under the Long Term Incentive Plan (LTIP): the Performance
Share Plan (PSP) for the Executive Directors and Global Leadership Team (GLT) and the Restricted Share Unit Plan (RSU) for GLT direct
reports and other employees. The LTIP is a discretionary share plan under which awards are approved and granted at the discretion of the
Remuneration Committee.
LONG TERM INCENTIVE PLAN – PERFORMANCE SHARE PLAN (PSP)
Awards of conditional shares are granted to the Executive Directors and GLT. These awards are currently capable of vesting subject to
the achievement of set performance conditions over a three-year performance period and continued service. There are three performance
conditions attached to the awards which are Total Shareholder Return (TSR), which is a market-based performance condition, and
Operating Cash Flow Conversion (OCFC) and EPS growth, which are non-market-based performance conditions. In prior years, only the
TSR and EPS conditions applied. The fair value of the TSR element of the performance conditions is calculated and fixed at the date of
grant using a Stochastic options pricing model. The fair value of the EPS and OCFC elements of the performance conditions are reviewed
at each Balance Sheet date and adjusted through the number of awards expected to vest. The fair value of the PSP is the face value of the
awards at the date of grant (calculated using the closing share price on the day preceding grant). The awards will vest to participants at the
end of the vesting period subject to the performance conditions of the award being met. The entitlement of any of the awards for leavers are
subject to the leaver provisions as set out in the Plan Rules. There are no cash settlement alternatives and the Group accounts for the PSP
as an equity-settled plan. Full details on the performance conditions for all the LTIP awards can be found in the Remuneration Report on
pages 138 and 139 of the Annual Report.
206
DR. MARTENS PLC ANNUAL REPORT 2025
27. Share-based payments and share schemes continued
LONG TERM INCENTIVE PLAN – RESTRICTED SHARE UNIT PLAN (RSU)
Conditional awards of shares under the RSU are granted to GLT direct reports and other employees of the Group. There are no performance
conditions attached to the awards; the awards will only vest should the participants remain employed on the vesting date. If participants
leave the Group their awards would usually lapse in full, subject to the leaver provisions set out in the Plan Rules. The fair value of Restricted
Share Unit awards is the face value of the awards at the date of grant (calculated using the closing share price on the day preceding grant).
The Group accounts for the Restricted Share Unit awards as an equity-settled plan.
MOVEMENTS DURING THE PERIOD
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, shares subject to LTIP
schemes during the period:
FY25
FY24
LTIP
LTIP
No.
WAEP
No.
WAEP
Outstanding at the beginning of the period
15,324,569
–
6,788,582
–
Granted
20,262,208
£0.00
10,597,184
£0.00
Vested
(2,768,104)
–
(653,105)
–
Forfeited
(5,736,703)
–
(1,408,092)
–
Outstanding at the end of the period
27,081,970
£0.00
15,324,569
£0.00
Weighted average contractual life remaining (years)
1.8
£0.00
1.6
£0.00
FAIR VALUE MEASUREMENT
The following table lists the inputs to the models used for the plans granted during the 52 weeks ended 30 March 2025 and year ended
31 March 2024:
FY25
LTIP
PSP
RSU
RSU
RSU
RSU
RSU
Date of grant
14/06/2024
14/06/2024
14/06/2024
14/06/2024
05/12/2024
05/12/2024
Share price (pence)
84.1
84.1
84.1
84.1
69.9
69.9
Fair value at grant date (pence)
72.8
84.1
84.1
84.1
69.9
69.9
Exercise price (pence)
0
0
0
0
0
0
Dividend yield (%)
Nil
Nil
Nil
Nil
Nil
Nil
Expected volatility (%)
56.88%
Nil
Nil
Nil
Nil
Nil
Risk-free interest rate (%)
4.12%
Nil
Nil
Nil
Nil
Nil
Expected life (years)
3.0 years
3.0 years
3.3 years
0.7 years
2.5 years
1.6 years
Model used
Monte Carlo
N/A
N/A
N/A
N/A
N/A
FY24
LTIP
PSP
RSU
RSU
Date of grant
30/06/2023
30/06/2023
14/12/2023
Share price (pence)
119.3
119.3
88.5
Fair value at grant date (pence)
96.7
119.3
88.5
Exercise price (pence)
0
0
0
Dividend yield (%)
Nil
Nil
Nil
Expected volatility (%)
55.05%
Nil
Nil
Risk-free interest rate (%)
5.13%
Nil
Nil
Expected life (years)
3.0 years
3.0 years
3.0 years
Model used
Monte Carlo
N/A
N/A
FINANCIAL STATEMENTS
207
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
27. Share-based payments and share schemes continued
FAIR VALUE MEASUREMENT CONTINUED
The following schemes granted in FY23 were also still in existence during FY24 and FY25:
FY23
LTIP
PSP
RSU
RSU
Date of grant
15/06/2022
15/06/2022
08/12/2022
Share price (pence)
238
238
193
Fair value at grant date (pence)
205
238
193
Exercise price (pence)
0
0
0
Dividend yield (%)
Nil
Nil
Nil
Expected volatility (%)
50.71%
Nil
Nil
Risk-free interest rate (%)
2.23%
Nil
Nil
Expected life (years)
3.0 years
3.0 years
2.7 years
Model used
Monte Carlo
N/A
N/A
The following schemes granted in FY22 were also still in existence during FY24:
FY22
LTIP
PSP
RSU
RSU
Date of grant
15/12/2021
06/07/2021
15/12/2021
Share price (pence)
388
453
388
Fair value at grant date (pence)
301
453
388
Exercise price (pence)
0
0
0
Dividend yield (%)
Nil
Nil
Nil
Expected volatility (%)
54.57%
Nil
Nil
Risk-free interest rate (%)
0.42%
Nil
Nil
Expected life (years)
2.3 years
2.7 years
2.3 years
Model used
Monte Carlo
N/A
N/A
VOLATILITY
For determining expected volatility, IFRS 2 requires the fair value to take into account historical volatility over the expected term. Where
Dr. Martens plc has been listed for less than the expected life of the plans it does not have sufficient information on historical volatility, and
it computes volatility for the longest period for which trading activity is available. It also considered the historical volatility of similar entities
in the same industry for the equivalent period of their listed share price history.
ALL-EMPLOYEE PLAN – SHARE INCENTIVE PLAN (SIP) AND INTERNATIONAL SHARE INCENTIVE PLAN
The Group has two SIP Trusts, Dr. Martens plc UK Share Incentive Plan Trust (‘SIP-UK’) and Dr Martens plc International Share Incentive
Plan Trust (‘SIP-International’), for the purpose of facilitating the holding of shares in Dr. Martens plc for the benefit of employees of the
Group. The assets of the employee share trusts are held by the separate trusts, of which the Directors consider that Dr. Martens plc has
control for accounting purposes.
SHARE INCENTIVE PLAN (SIP): BUY AS YOU EARN
In October 2021 employees were granted Free Shares under the Share Incentive Plan (SIP); these shares vested and became available
to employees in October 2024. In September 2022 the Company launched the purchase and matching element of the SIP known as Buy
As You Earn (BAYE). Employees can elect to make a monthly contribution from their gross pay to purchase shares in Dr. Martens plc
(‘partnership shares’). For each partnership share acquired, the Company will award a ‘matching’ share. Matching shares are subject to
a three-year forfeiture period, and employees will receive the matching shares if they remain employed at the end of this period of service.
The matching shares fall within the scope of IFRS 2 and are classed as equity-settled share-based payments with a three-year forfeiture
period, due to the condition of continued service for three years from the allocation date. A new invitation to join the plan will be rolled
out each year effective 1 September. On 11 November 2022, the first matching shares were allocated to employees who had opted into
the plan and purchased partnership shares. These awards are subject to a three-year forfeiture period after the date of purchase of the
corresponding partnership shares. There are no cash settlement alternatives and the Group accounts for the SIP as an equity-settled plan.
208
DR. MARTENS PLC ANNUAL REPORT 2025
27. Share-based payments and share schemes continued
GLOBAL SHARE INCENTIVE PLAN (SIP): INTERNATIONAL BUY AS YOU EARN
In March 2023 the Company launched the purchase and matching element of the International SIP known as International Buy As You Earn
(BAYE). Employees can elect to make a monthly contribution from their net pay to purchase shares in Dr. Martens plc (‘partnership shares’).
Partnership shares are purchased quarterly with the first purchase in July 2023. For each partnership share acquired, the Company
will allocate a ‘matching’ share. Matching shares vest after a period of between two and three years depending on the allocation date.
The average weighted vesting period is 2.7 years. The matching shares fall within the scope of IFRS 2 and are classed as equity-settled
share-based payments, and employees will receive the matching shares if they remain employed at the end of this period of service.
A new invitation to join the plan will be rolled out each year effective 1 September.
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, SIP shares during the period:
FY25
FY24
SIP
SIP
No.
No.
Outstanding at the beginning of the period
385,523
92,318
Granted
634,772
335,940
Vested
(107,248)
–
Forfeited
(75,836)
(42,735)
Outstanding at the end of the period
837,211
385,523
Weighted average contractual life remaining (years)
2.1 years
2.4 years
FAIR VALUE MEASUREMENT
The following table lists the inputs to the model used for the SIP plans for the period ended 30 March 2025 and year ended 31 March 2024:
FY25
FY24
FY23
SIP
Date of grant
20/09/2024
22/09/2023
15/09/2022
Share price (pence)
55-95
82-165
128-290
Fair value at grant date (pence)
55-95
82-165
128-290
Exercise price (pence)
0
0
0
Dividend yield (%)
Nil
Nil
Nil
Expected volatility (%)
0
0
0
Risk-free interest rate
0
0
0
Weighted average expected life (years)
3.4 years
3.3 years
3.2 years
Model used
N/A
N/A
N/A
SHARE SCHEMES – ADDITIONAL INFORMATION
Employer payroll taxes are being accrued, where applicable, at local rate, which management expects to be the prevailing rate when the
awards are exercised, based on the share price at the reporting date. The total employer payroll taxes for the period relating to all the awards
was £0.4m (FY24: £0.2m). Within this amount is £0.3m of exceptional costs relating to Director joining costs. There were £nil exceptional
costs in FY24.
Included in staff costs and accruals is £nil (FY24: £0.1m) in relation to expenses arising from cash-settled share-based payments.
Included in staff costs is £7.2m (FY24: £4.0m) in relation to expenses arising from equity-settled share-based payments. Within this amount
is £0.3m (FY24: £0.1m) in relation to the SIP, £1.9m of exceptional costs relating to Director joining costs and £0.1m of exceptional costs
relating to the cost action plan. There were £nil exceptional costs in FY24.
GLOBAL BONUS SCHEME SHARE PLAN
The Remuneration Committee of the Group has determined that a proportion of the annual Executive Bonus Scheme will be utilised
(on a net basis) to purchase Parent Company shares. There were no cancellations or modifications during the period.
FINANCIAL STATEMENTS
209
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
28. Financial commitments
The Group is party to a number of warehousing agreements whereby it is committed to certain costs which are not required to be reflected
on the Balance Sheet. These costs pertain to storage costs for some warehouses that do not meet the recognition requirements of IFRS 16,
and the fixed-cost elements of the additional services that the Group’s warehouse operators provide.
The below table discloses the contractual cash flows that the Group is committed to under these arrangements, excluding the effects
of future rate increases allowable within the agreements.
FY25 FY24
£m £m
Within 1 year
7. 0
7.4
1 to 5 years
6.5
9.0
Over 5 years
–
–
13.5
16.4
Short-term leases for retail stores are not required to be included above as the portfolio of short-term leases to which the Group is
committed to at the end of the reporting period is not dissimilar to the portfolio of short-term leases to which the short-term lease expense
disclosed in note 29 relates.
Guarantees exist in the form of rent guarantees to various landlords of £5.9m (FY24: £5.3m) and other guarantees of £0.2m (FY24: £0.2m).
£3.7m of issued guarantees (FY24: £3.4m) are secured by an ancillary carve-out from the Group’s revolving credit facility.
The Group has additional commitments relating to leases where the Group has entered into an obligation but does not yet have control
of the underlying asset. The future lease payments to which the Group is committed, over the expected lease term, but are not recorded
on the Group’s Balance Sheet are as follows:
FY25 FY24
£m £m
Within 1 year
0.2
0.3
1 to 5 years
1.4
0.9
Over 5 years
1.0
0.1
2.6
1.3
29. Leases
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the movements during
the period:
FY25 FY24
Note £m £m
At 1 April
182.3
152.4
Additions
1
16.7
72.5
Reassessments
3.0
(4.7)
Modifications
6.3
10.1
Interest expense
8
6.9
8.6
Lease capital and interest repayments
(56.2)
(52.2)
Foreign exchange
(3.6)
(4.4)
At 30 March 2025 and 31 March 2024
155.4
182.3
Current
18
45.9
47.0
Non-current
18
109.5
135.3
1. Additions comprises right-of-use asset additions less working capital of £1.9m (FY24: £4.5m).
210
DR. MARTENS PLC ANNUAL REPORT 2025
29. Leases continued
The following amounts were recognised in the Consolidated Statement of Profit or Loss:
FY25 FY24
Note £m £m
Depreciation expense of right-of-use assets
13
51.4
51.3
Impairment of right-of-use assets
13
3.2
–
Gain on remeasurement of leases
(0.3)
(1.1)
Interest expense on lease liabilities
8
6.9
8.6
Expenses relating to short-term leases
0.3
0.3
Variable lease payments
2.9
3.5
Total operating expenses recognised in profit
3.2
3.8
Total amount recognised in profit
64.4
62.6
VARIABLE LEASE PAYMENTS ON SALES
Some leases of retail stores contain variable lease payments that are based on sales that the Group makes at the store. These payment
terms are common in retail stores in some countries where the Group operates. Fixed and variable payments for the 52 weeks ended
30 March 2025 were as follows:
Estimated annual
impact on rent of a 1%
Fixed payments Variable payments Total payments increase in sales
£m £m £m £m
FY25: Leases with lease payments based on sales
16.2
2.9
19.1
0.1
FY24: Leases with lease payments based on sales
13.5
3.5
17.0
0.1
Turnover related rent is where the contract states the lease rent is the higher of the fixed base rent or percentage of turnover of the store.
Unless specified otherwise in the lease, turnover rent is defined as net turnover (i.e. excluding returns), not including click and collect.
To verify the correct rent, the landlord often requests ‘turnover certificates’ on a regular basis, e.g. monthly/quarterly/annually. The rent
is invoiced in arrears based on this calculation and accrued monthly. It is paid as invoiced depending on the lease terms. The fixed base
element is capitalised as above and the variable element (based on turnover) is expensed to the Consolidated Statement of Profit or Loss.
EXTENSION OPTIONS
Some leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period.
Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options
held are exercisable only by the Group and not by the lessors. The Group will reassess and remeasure when there is a significant event or
change in circumstances. For example, lease renewals or business decisions to exercise lease breaks. These are reviewed and embedded
to the model by the Property Accountant as they occur.
Potential future lease
Lease liabilities payments not included
recognised in lease liabilities
(discounted) (undiscounted)
£m £m
FY25: Leases with lease extension options
38.2
84.5
FY24: Leases with lease extension options
43.3
84.0
FINANCIAL STATEMENTS
211
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
30. Pensions
DEFINED CONTRIBUTION SCHEME
The Group operates a defined contribution pension scheme for its employees. The Group’s expenses in relation to this scheme were £5.2m
for the period ended 30 March 2025 (FY24: £5.4m) and at 30 March 2025 £0.2m (FY24: £1.0m) remained payable to the pension fund.
DEFINED BENEFIT SCHEME
Dr Martens Airwair Group Limited and Airwair International Limited (subsidiaries of the Group) operate a pension arrangement called the
Dr. Martens Airwair Group Pension Plan (the Plan). The Plan has a defined benefit section that provides benefits based on final salary and
length of service on retirement, leaving service or death. The defined benefit section closed to new members on 6 April 2002 and closed
to future accrual with effect from 31 January 2006. The Plan also has a defined contribution section that provides money purchase benefits
to some current and former employees.
The Plan is managed by a board of Trustees appointed in part by Airwair International Limited and in part from elections by members of the
Plan. The Trustees have responsibility for obtaining valuations of the fund, administering benefit payments and investing the Plan’s assets.
The Trustees delegate some of these functions to their professional advisers where appropriate.
The defined benefit section of the Plan is subject to the Statutory Funding Objective under the Pensions Act 2004. A valuation of the Plan
is carried out at least once every three years to determine whether the Statutory Funding Objective is met. The last valuation was carried
out at 30 June 2022 which confirmed that the Plan had sufficient assets to meet the Statutory Funding Objective. The next valuation is due
at 30 June 2025. The Statutory Funding Objective does not currently impact on the recognition of the Plan in these financial statements.
Following a request from the Trustees, in August 2024 the Company agreed to a one-off discretionary pension increase for three members
of the Plan. No other discretionary benefits were awarded.
The weighted average duration of the defined benefit obligation is approximately 11 years (FY24: 12 years). Around 50% of the undiscounted
benefits are due to be paid beyond 17 years’ time, with the projected actuarial cash flows declining to zero in about 70 years.
KEY RISKS
The defined benefit section of the Plan exposes Airwair International Limited to a number of risks:
+ Investment risk. The Plan holds investments in asset classes, such as equities, which have volatile market values and while these assets
are expected to provide real returns over the long term, the short-term volatility can cause additional funding to be required if a deficit
emerges
+ Interest rate risk. The value of the Plan’s liabilities is assessed using market yields on high-quality corporate bonds to discount the
liabilities. As the Plan holds assets such as equities, the value of the assets and liabilities may not move in the same way. The Plan holds
derivatives to manage a proportion of the interest rate risk
+ Inflation risk. A significant proportion of the benefits under the Plan are linked to inflation. Although the Plan’s assets are expected to
provide a good hedge against inflation over the long term, movements in inflation expectations over the short term could lead to a deficit
emerging. The Plan holds some derivatives to hedge a proportion of the potential changes in the value of the liabilities due to changes
in market inflation expectations
+ Mortality risk. In the event that members live longer than assumed, a deficit could emerge in the Plan
Although the Lloyds Banking Group Pensions Trustees Limited vs Lloyds Bank PLC (and others) court judgment on 26 October 2018
(and the subsequent court judgment on 20 November 2020) provided some clarity in respect of GMP equalisation and the obligations that
this places on schemes, the actual impact of equalising the Plan’s GMPs remains uncertain. An approximate allowance equivalent to 1.1%
(FY24: 1.1%) of the value of the liabilities has been made in the disclosures for the impact of GMP equalisation. There were no other plan
amendments, curtailments or settlements during the period.
The Group’s Annual Report for the year ended 31 March 2024 disclosed considerable uncertainty of whether a judgment in the High Court
case of Virgin Media vs NTL Trustees will stand following appeal. The appeal to this judgment was dismissed on 25 July 2024. The judge
ruled that where benefit changes were made without a valid ‘section 37’ certificate from the Scheme Actuary, those changes could be
considered void. This judgment could have material consequences for some defined benefit schemes.
The Company has considered the extent to which it should investigate the implications of the Virgin Media ruling on its IAS 19 disclosures
as at 30 March 2025 in relation to the Dr Martens Airwair Group Pension Plan. The Plan was contracted-out of the State Pension during the
relevant period and therefore is in scope of the ruling. To date, the Company has not commenced investigations into the potential impact
of the ruling, as there remains uncertainty regarding whether additional rulings will provide further clarification in some areas, or whether
the government will intervene to resolve the issue for some or all schemes. This view is consistent with the views of the Trustees of the Plan.
Equally, the Group is not aware of any evidence that there are any amendments that were made during the relevant period that did not
receive the appropriate actuarial confirmation.
In light of the above, the Group’s view is that it is appropriate to continue to disclose that the judgment could have material consequences
but that, in the absence of any further specific information, it is not in a position to provide further details at this point.
212
DR. MARTENS PLC ANNUAL REPORT 2025
30. Pensions continued
EFFECT OF THE PLAN ON THE COMPANY’S FUTURE CASH FLOWS
Airwair International Limited is required to agree a Schedule of Contributions with the Trustees of the Plan following a valuation, which
must be carried out at least once every three years. Following the valuation of the Plan at 30 June 2022, a Schedule of Contributions was
agreed under which Airwair International Limited was not required to make any contributions to the defined benefit section of the Plan
(other than payments in respect of administrative expenses). Accordingly, Airwair International Limited does not expect to contribute to
the defined benefit section of the Plan, although it will continue to contribute to the defined contribution section in line with the Schedule
of Contributions. The next valuation of the Plan is due at 30 June 2025. If this reveals a deficit then Airwair International Limited may be
required to pay contributions to the Plan to repair the deficit over time.
The amounts recognised in the Balance Sheet (under IAS 19 Employee Benefits) are determined as follows:
FY25 FY24
£m £m
Fair value of plan assets – defined benefit section
42.4
46.7
Present value of funded obligations – defined benefit section
(33.7)
(37.6)
Surplus of funded plans
8.7
9.1
Impact of asset ceiling
(8.7)
(9.1)
Net pension asset
–
–
Although the Plan has a surplus, this is not recognised on the grounds that Airwair International Limited is unlikely to derive any future
economic benefits from the surplus. As such, an asset ceiling has been applied to the Balance Sheet, and the net surplus of £8.7m
(FY24: £9.1m) has not been recognised on the Balance Sheet. The net surplus has been capped to £nil (FY24: £nil).
A reconciliation of the net defined benefit asset over the period is given below:
FY25 FY24
£m £m
Net defined benefit asset at beginning of the period
–
–
Total defined benefit charge in the Statement of Profit or Loss
–
–
Remeasurement losses in the Statement of Comprehensive Income
–
–
Employer’s contributions
–
–
Net defined benefit asset at end of the period
–
–
The amount charged to the Consolidated Statement of Profit or Loss and Consolidated Statement of Comprehensive Income in respect
of the defined benefit section of the Plan was £16k (FY24: £nil). Costs in respect of the defined contribution section of the Plan, and other
defined contribution arrangements operated by Airwair International Limited, are allowed for separately.
The remeasurements in respect of the defined benefit section of the Plan, to be shown in the Consolidated Statement of Comprehensive
Income, are shown below:
FY25 FY24
£m £m
Losses on defined benefit assets in excess of interest
4.3
3.0
Experience loss on defined benefit obligation
–
0.3
Gains from changes to demographic assumptions
–
(0.4)
Gains from changes to financial assumptions
(3.4)
(0.4)
Change in effect of asset ceiling
(0.9)
(2.5)
Total remeasurements to be shown in other comprehensive income
–
–
FINANCIAL STATEMENTS
213
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
30. Pensions continued
The change in defined benefit scheme assets over the period was:
FY25 FY24
£m £m
At 1 April
46.7
49.5
Interest on defined benefit assets
2.2
2.3
Movement on defined benefit section assets less interest
(4.3)
(3.0)
Benefits paid from the defined benefit section
(2.2)
(2.1)
At 30 March 2025 and 31 March 2024
42.4
46.7
The change in the defined benefit scheme funded obligations over the period was:
FY25 FY24
£m £m
At 1 April
37.6
38.4
Past service cost
–
–
Interest cost on defined benefit obligation
1.7
1.8
Experience loss on defined benefit obligation
–
0.3
Changes to demographic assumptions
–
(0.4)
Changes to financial assumptions
(3.4)
(0.4)
Benefits paid from the defined benefit section
(2.2)
(2.1)
At 30 March 2025 and 31 March 2024
33.7
37.6
The change in the effect of the asset ceiling over the period was as follows:
FY25 FY24
£m £m
At 1 April
9.1
11.1
Net interest charge on asset ceiling
0.5
0.5
Changes in the effect of the asset ceiling excluding interest
(0.9)
(2.5)
At 30 March 2025 and 31 March 2024
8.7
9.1
214
DR. MARTENS PLC ANNUAL REPORT 2025
30. Pensions continued
A breakdown of the assets is set out below, split between those assets that have a quoted market value in an active market and those that do
not. The assets do not include any investment in shares of Airwair International Limited, nor any property owned or occupied by the Group.
FY25 FY24
£m £m
Assets with a quoted market value in an active market:
Cash and other
Domestic
–
0.1
–
0.1
Assets without a quoted market value in an active market:
Equities and property
Domestic
0.1
3.0
Foreign
2.0
4.3
2.1
7.3
Fixed interest bonds
Unspecified
13.0
6.3
13.0
6.3
Index linked gilts
Domestic
25.9
30.0
25.9
30.0
Alternatives
Unspecified
0.5
1.8
0.5
1.8
Property
Unspecified
–
0.4
–
0.4
Insured annuities
Domestic
0.8
0.9
0.8
0.9
Cash and other
Domestic
0.1
1.5
Foreign
–
–
Unspecified
–
(1.6)
0.1
(0.1)
Fair value of plan assets
42.4
46.7
FINANCIAL STATEMENTS
215
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
30. Pensions continued
A full actuarial valuation was carried out at 30 June 2022. The results of that valuation were updated to 30 March 2025 by a qualified
independent actuary. The principal assumptions selected by Airwair International Limited and used by the actuary to calculate the Plan’s
defined benefit obligation were:
FY25
FY24
Discount rate
5.7%
4.9%
Inflation assumption (RPI)
3.2%
3.2%
Inflation assumption (CPI)
2.5%
2.5%
LPI pension increases subject to 5% cap
3.1%
3.1%
LPI pension increases subject to 3% cap
2.5%
2.5%
Revaluation in deferment
2.5%
2.5%
Post retirement mortality assumption 105% (males) and 111% (females) 105% (males) and 111% (females)
of S3PA tables, with allowance for of S3PA tables, with allowance for
future improvements in line with future improvements in line with the
the CMI_2022 core projection CMI_2022 core projection model
model using 0% 2020 and 2021 using 0% 2020 and 2021 weight
weight parameters, a 15% 2022 parameters, a 25% 2022 weight
weight parameter, a long-term rate parameter, a long-term rate of
of improvement of 1.0% p.a. and improvement of 1.0% p.a. and an
an initial addition of 0.2% initial addition of 0.2%
Tax free cash Members are assumed to take Members are assumed to take
50% of the maximum tax free 50% of the maximum tax free
cash possible cash possible
Proportion married at retirement or earlier death 80% of male members and 65% 80% of male members and 65%
of female members are assumed of female members are assumed
to be married at retirement or to be married at retirement or
earlier death earlier death
Age difference Males three years older than Males three years older than
dependant, females one year dependant, females one year
younger than dependant younger than dependant
Assumed life expectancies on retirement at age 65 are:
Retiring today:
Male
21.1
21.1
Female
23.3
23.2
Retiring in 20 years’ time:
Male
22.2
22.1
Female
24.4
24.3
The key sensitivities of the defined benefit obligation to the actuarial assumptions are shown below:
FY25 FY24
£m £m
Discount rate
Plus 0.5%
(1.7)
(2.7)
Minus 0.5%
1.9
3.0
Plus 1.0%
(3.2)
(4.6)
Minus 1.0%
3.9
5.7
Rate of inflation
Plus 0.5%
1.4
2.0
Minus 0.5%
(1.5)
(1.8)
Life expectancy
Plus 1.0 year
1.4
1.6
Minus 1.0 year
(1.4)
(1.6)
216
DR. MARTENS PLC ANNUAL REPORT 2025
30. Pensions continued
The sensitivity illustrations set out above are approximate. They show the likely effect of an assumption being adjusted while all other
assumptions remain the same. Only the impact on the liability value (i.e. the defined benefit obligation) is considered – in particular:
+ no allowance is made for any changes to the value of the Plan’s invested assets in scenarios where interest rates or market inflation
expectations change; and
+ no allowance is made for changes in the value of the annuity policies held by the Plan, which is calculated using the same actuarial
assumptions as for the Plan’s defined benefit obligation.
Such changes to the asset values would be likely to partially offset the changes in the defined benefit obligation.
The net Balance Sheet and Consolidated Statement of Profit or Loss are not sensitive to the actuarial assumptions used at the current time,
due to the effect of the asset ceiling.
31. Related party transactions
Transactions between the Company and its wholly owned subsidiaries, which are related parties of the Company, have been eliminated
on consolidation and are not disclosed in this note. A list of investments in subsidiary undertakings can be found in note 14 to the Parent
Company financial statements.
FY25 FY24
£000 £000
GFM GmbH Trademarks
1
Amounts incurred
80.0
64.7
Amounts payable by/(owed) at the period end
–
(4.6)
1. GFM GmbH Trademarks is related to the Group as it is an equity-accounted joint venture under joint control of the Group.
The compensation of key management (including Executive and Non-Executive Directors) for the period was as follows:
FY25 FY24
£m £m
Salaries and benefits
9.1
5.1
Termination benefits
0.3
–
Pensions
0.2
0.3
LTIPs – Share-based payments
3.5
0.6
FINANCIAL STATEMENTS
217
DR. MARTENS PLC ANNUAL REPORT 2025
219 Parent Company Balance Sheet
220 Parent Company Statement
of Changes in Equity
221 Notes to the Parent Company
Financial Statements
PARENT
COMPANY
STATEMENTS
218
DR. MARTENS PLC ANNUAL REPORT 2025
PARENT COMPANY BALANCE SHEET
AS AT 30 MARCH 2025
Company registration number 12960219
Note
FY25
£m
FY24
£m
Fixed assets
Investments 6 1,413.4 1,413.4
1,413.4 1,413.4
Current assets
Debtors 7 6.2 3.1
Cash and cash equivalents 8 – 0.1
6.2 3.2
Total assets 1,419.6 1,416.6
Current liabilities
Trade and other payables 9 (2.1) (1.2)
Total liabilities (2.1) (1.2)
Net assets 1,417.5 1,415.4
Equity
Ordinary share capital 10 9.6 9.6
Treasury shares 11 – –
Capital redemption reserve 12 0.4 0.4
Retained earnings 12 1,407.5 1,405.4
Total equity 1,417.5 1,415.4
As permitted by section 408 of the Companies Act 2006, the Company’s Statement of Profit or Loss has not been included in these
financial statements.
The Company generated a profit for the period ended 30 March 2025 of £4.4m (year ended 31 March 2024: £114.9m).
The notes on pages 221 to 226 are an integral part of these financial statements.
The financial statements on pages 219 to 226 were approved and authorised by the Board of Directors on 4 June 2025 and signed
on its behalf by:
IJE NWOKORIE GILES WILSON
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
FINANCIAL STATEMENTS
219
DR. MARTENS PLC ANNUAL REPORT 2025
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 52 WEEKS ENDED 30 MARCH 2025
Note
Ordinary
share capital
£m
Treasury
shares
£m
Capital
redemption
reserve
£m
Retained
earnings
£m
Total equity
£m
At 1 April 2023 10.0 – – 1,394.8 1,404.8
Profit for the year – – – 114.9 114.9
Total comprehensive income for the year – – – 114.9 114.9
Dividends paid 5 – – – (57.8) (57.8)
Shares issued 10 – – – – –
Share-based payments – – – 4.0 4.0
Repurchase of ordinary share capital 11 – (50.0) – (0.5) (50.5)
Cancellation of repurchased ordinary share capital 11 (0.4) 50.0 0.4 (50.0) –
At 31 March 2024 9.6 – 0.4 1,405.4 1,415.4
Profit for the period – – – 4.4 4.4
Total comprehensive income for the period – – – 4.4 4.4
Dividends paid 5 – – – (9.5) (9.5)
Shares issued 10 – – – – –
Share-based payments – – – 7.2 7. 2
At 30 March 2025 9.6 – 0.4 1,407.5 1,417.5
The notes on pages 221 to 226 form part of these financial statements.
220
DR. MARTENS PLC ANNUAL REPORT 2025
1. General information
Dr. Martens plc (the ‘Company’) is a public company limited by shares incorporated in the United Kingdom, and registered and domiciled
in England and Wales, whose shares are traded on the London Stock Exchange. The Company’s registered office is: 28 Jamestown Road,
Camden, London NW1 7BY. The principal activity of the Company and its subsidiaries (together referred to as the ‘Group’) is the design,
development, procurement, marketing, selling and distribution of footwear under the Dr. Martens brand.
2. Accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been
consistently applied to the periods presented, unless otherwise stated. Amounts are presented in GBP and to the nearest million pounds
(to one decimal place) unless otherwise noted.
BASIS OF PREPARATION
The financial statements of the Company have been prepared in accordance with the Companies Act 2006 and Financial Reporting
Standard 101 ‘Reduced Disclosure Framework’ (‘FRS 101’). The financial statements have been prepared on a going concern basis under
the historical cost convention. FRS 101 enables the financial statements of the Company to be prepared in accordance with IFRS but with
certain disclosure exemptions. The main areas of reduced disclosure are in respect of equity-settled share-based payments, financial
instruments, the Statement of Cash Flows, and related party transactions with Group companies. The accounting policies adopted for the
Company are otherwise consistent with those used for the Group which are set out on pages 173 to 183. As permitted by Section 408 of
the Companies Act 2006, the Statement of Profit or Loss of the Company is not presented as part of the financial statements.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree
of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in the
significant judgements and estimates section.
FINANCIAL CALENDAR
During FY24, the Group amended the basis of preparation of the Consolidated Financial Statements to align with the operational trading
of the business; by moving from a calendar year to a retail calendar basis. The retail calendar will report a 52-week year, split into monthly
5-4-4 Monday to Sunday week formats. A 53-week year will be reported approximately every six years to avoid the retail calendar deviating
by more than seven days from the calendar year and the accounting reference date of 31 March. The FY25 period began on 1 April 2024
and the financial statements of the Company report the 52 weeks ended 30 March 2025 to conform to the retail calendar in line with the
Consolidated Financial Statements. The comparative period is the year to 31 March 2024.
FINANCIAL REPORTING STANDARD 101 – REDUCED DISCLOSURE EXEMPTIONS
This basis of preparation has enabled the Company to take advantage of the applicable disclosure exemptions permitted by FRS 101
in the financial statements. The following disclosures have not been provided as permitted by FRS 101:
+ a cash flow statement and related notes;
+ disclosures in respect of transactions with wholly owned subsidiaries;
+ disclosures in respect of capital management;
+ the effects of new but not yet effective IFRS;
+ disclosures in respect of the compensation of key management personnel as required; and
+ statement of compliance with all IFRS.
The Company has also taken the exemption under FRS 101 available in respect of the requirements of paragraphs 45(b) and 46 to 52
of IFRS 2 (Share-based Payment) in respect of Group equity-settled share-based payments as the Consolidated Financial Statements
of the Group include the equivalent disclosures.
GOING CONCERN
The financial statements have been prepared on a going concern basis. The ability of the Company to continue as a going concern is
contingent on the ongoing viability of the Group. The Directors have considered the business activities, as well as the principal risks, the
other matters discussed in connection with the viability statement, and uncertainties faced by the business. Based on this information,
and the Group’s trading and cash flow forecasts, the Directors are satisfied that the Group will maintain an adequate level of resources
to be able to operate during the period under review. Refer to note 2.1 of the Consolidated Financial Statements for further information.
DISTRIBUTABLE RESERVES
When making a distribution to shareholders, the Directors determine the profits available for distribution by reference to guidance on
realised and distributable profits under the Companies Act 2006 issued by the Institute of Chartered Accountants in England and Wales.
INVESTMENTS
Investments are stated at cost less any provision for impairment.
SHARE-BASED PAYMENTS
The Company provides benefits to employees in the form of share-based payment transactions, whereby employees render services
as consideration in exchange for equity instruments (‘equity-settled transactions’). Refer to note 2.24 of the Consolidated Financial
Statements for further information.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025
FINANCIAL STATEMENTS
221
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
2. Accounting policies continued
DIVIDENDS
Final dividends are recorded in the financial statements in the period in which they are approved by the Company’s shareholders.
Interim dividends are recorded in the period in which they are paid.
SHARE BUYBACK
Where the Company purchases any of its own equity instruments, for example, pursuant to the share buyback programme, the consideration
paid, including any directly attributable incremental costs, is deducted from equity attributable to the owners of the Company. The repurchased
shares are recognised as treasury shares until the shares are cancelled.
SIGNIFICANT JUDGEMENTS AND ESTIMATES
The following judgement has had the most significant effect on amounts recognised in the financial statements:
CARRYING VALUE OF INVESTMENTS
The Company assesses at each reporting date whether there is an indication that its investment may be impaired. If any indication exists,
the Company estimates the investment’s recoverable amount. The investment’s recoverable amount is the higher of its fair value less costs
of disposal and its value in use. An impairment is present if the recoverable amount is less than the carrying value of the asset. In assessing
an investment’s recoverable amount using a value in use calculation, estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and future cash flows are then extended into
perpetuity using long-term growth rates.
UK REGISTERED SUBSIDIARIES EXEMPT FROM AUDIT
Airwair Property Limited, a wholly owned subsidiary, is exempt from the Companies Act 2006 requirements relating to the audit of its
individual financial statements by virtue of Section 479A of the Companies Act, as this Company has provided a guarantee for Airwair
Property Limited under Section 479C of the Companies Act.
3. Staff costs
Other than the Directors, the Company had no employees during the period (FY24: none). Details of Directors’ remuneration can be found
in the Remuneration Report on pages 131 to 144 of the Annual Report.
4. Auditors’ remuneration
The Company has incurred audit fees of £22,680 (FY24: £21,600) for the period.
5. Dividends
Details in respect of dividends proposed and paid during the period by the Company are included in note 11 to the Consolidated
Financial Statements.
6. Investments
FY25
£m
FY24
£m
At 1 April 1,413.4 1,413.4
Acquisitions – –
At 30 March 2025 and 31 March 2024 1,413.4 1,413.4
INVESTMENT IMPAIRMENT ASSESSMENT
The Company’s investment is a non-financial asset and required to be reviewed for impairment indicators each period end date. If an
indicator of impairment exists, the asset is required to be tested for impairment by estimating its recoverable amount. An asset’s recoverable
amount is the higher of its fair value less costs of disposal and its value in use. An impairment is present if the recoverable amount is less
than the carrying value of the asset.
An appropriate check to begin with per IAS 36 is assessing whether the carrying amount of the Company’s net assets is higher than
the market capitalisation. Management has reviewed the share price as at 30 March 2025 and the average share price over a variety of
preceding time periods to examine the average market capitalisation for comparison to Dr. Martens plc’s net assets. It is relevant to consider
the volatility of the share price over recent years when interpreting a company’s market capitalisation. Where there is volatility, taking a point
in time measure may be misleading, as market sentiment fluctuations can result in significant point in time changes that are not necessarily
reflective of the true value of a business. It is also noted that stock market movements recently are not unique to Dr. Martens only, and
significant macroeconomic and geopolitical events have impacted many companies, again potentially inaccurately reflecting the true value
of the business. Dr. Martens plc’s net assets exceed the market capitalisation, therefore showing a potential indicator of impairment but not
necessarily concluding that the investment was impaired. As this review showed a potential impairment indicator, management decided
to run a test for impairment.
The investment’s recoverable amount was deemed to be more than its carrying amount and hence no charge was made in the current
period (FY24: £nil).
222
DR. MARTENS PLC ANNUAL REPORT 2025
6. Investments continued
JUDGEMENTS, ASSUMPTIONS AND ESTIMATES
The results of the Company’s impairment tests are dependent upon estimates and judgements made by management. The recoverable
amount of the Company’s investment is estimated using a value in use calculation. The value in use calculation uses cash flow forecasts
based on financial projections reviewed by the Board covering a five-year period (pre-perpetuity). The forecasts are based on annual
budgets and strategic projections representing the best estimate of future performance. Management considers forecasting over this
period to appropriately reflect the business cycle of the Group. These cash flows are consistent with those used to review going concern
and viability, however, are required by IAS 36 to be adjusted for use within an impairment review to exclude new retail development to
which the Group is not yet committed.
OPERATING CASH FLOWS
The main assumptions within the forecast operating cash flows include the achievement of future growth in ecommerce, retail and
wholesale channels, sales prices and volumes (including reference to specific customer relationships and product lines), raw material input
costs, the cost structure of the Group, the impact of foreign currency rates upon selling price and cost relationships and the levels of capital
expenditure required to support each sales channel.
Future sales are estimated to increase on a compound annual growth rate (CAGR) basis of 6.7% over the five years pre-perpetuity from
FY25 sales. The CAGR is forecasted to be achieved through growth as set out in our central planning assumptions underlying our medium-
term forecasts, the first three years of which form the basis of the assumptions in the Viability Statement.
PRE-TAX RISK ADJUSTED DISCOUNT RATE
Future cash flows are discounted to present value using a pre-tax discount rate derived from risk-free rates based on long-term government
bonds, adjusted for risk factors such as region and market risk in the territories in which the Group operates and the time value of money.
Consistent with the 2019 IFRS IASB Staff Paper, a post-tax discount rate and post-tax cash flows are used as observable inputs, and then
the pre-tax discount rate is calculated from this to comply with the disclosure requirements under IAS 36. The pre-tax discount rate for the
Group has been calculated to be 12.5% (FY24: 12.7%).
LONG-TERM GROWTH RATE
To forecast beyond the five-year detailed cash flows into perpetuity, a long-term average growth rate has been used. The long-term growth rate
applied for the Group is 2.3% (FY24: 2.2%). The rate used includes aggregation of geographical forecasts included within industry reports.
SENSITIVITY ANALYSIS
The Company has assessed that the two significant assumptions used within the value in use calculation are pre-perpetuity sales growth
and EBITDA margin, and potential changes in these have been sensitised without cost mitigation as follows:
FY25
£m
Original headroom 152.5
Headroom/(deficit) using a 10% decrease in forecasted sales (516.3)
Headroom/(deficit) using a 10% increase in forecasted sales 816.5
Headroom/(deficit) using a 10% decrease in forecasted EBITDA (159.1)
Headroom/(deficit) using a 10% increase in forecasted EBITDA 464.1
Headroom/(deficit) combining a 10% decrease in forecasted sales, a further 10% decrease in EBITDA and a 1%pt increase
in pre-tax discount rate (851.4)
Sales
Sensitivities have been modelled in the table above based on a +/-10% movement in sales relative to the base plan, applied each year
and into perpetuity. A decrease in forecasted sales of -10% would result in the carrying amount being above the recoverable amount. This
-10% sales sensitivity outputs lower total forecast EBITDA in FY26 versus the severe but plausible going concern scenario and therefore
is considered unlikely. A decrease of -10% results in a revised CAGR over the five years pre-perpetuity from FY25 sales of 4.5%, and an
increase of 10% results in a revised CAGR of 8.8%. The reduction in forecast sales, for each of the five years and into perpetuity, that would
result in the carrying amount and the recoverable amount being equal, is a decrease of -2.3%.
Additionally, the effect of applying published industry sales growth rates lower than the growth assumed within the base plan was assessed.
Revenue and performance related cost mitigations were applied in this assessment, with other assumptions held consistent with the base
plan. This assessment resulted in headroom above the carrying amount.
FINANCIAL STATEMENTS
223
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
6. Investments continued
SENSITIVITY ANALYSIS CONTINUED
EBITDA
Sensitivities have been modelled in the table above based on a +/- 10% movement in EBITDA relative to the base plan, applied each year
and into perpetuity. A decrease in forecasted EBITDA of -10% would result in the carrying amount being above the recoverable amount.
The reduction in forecast EBITDA, for each of the five years and into perpetuity, that would result in the carrying amount and the recoverable
amount being equal, is a decrease of -4.9%. This would result in an FY26 EBITDA % of 17.8%.
Additional illustration
An additional sensitivity as set out in the table above, which is not considered reasonably possible, has been included for illustrative
purposes which models a scenario where forecasted sales decline by -10%, EBITDA deteriorates by a further 10% (in addition to the
EBITDA decline from reducing forecasted sales) and the pre-tax discount rate also increases by 1%pt. This would result in the carrying
amount being above the recoverable amount.
A list of the Company’s investments in subsidiary undertakings can be found in note 14.
7. Debtors
FY25
£m
FY24
£m
Income tax receivable – 0.1
Prepayments 0.2 0.3
Amounts owed by subsidiary undertakings
1
6.0 2.7
6.2 3.1
1. Amounts owed by subsidiary undertakings are non-interest bearing trading balances and are repayable on demand.
IFRS 9 expected credit losses have been assessed as immaterial in relation to all balances.
8. Cash and cash equivalents
FY25
£m
FY24
£m
Cash and cash equivalents – 0.1
9. Trade and other payables
FY25
£m
FY24
£m
Trade creditors – 0.1
Amounts due to subsidiary undertakings
1
– 0.2
Accruals and deferred income 2.1 0.9
2.1 1.2
1. Amounts owed to subsidiary undertakings are non-interest bearing trading balances and are repayable on demand.
224
DR. MARTENS PLC ANNUAL REPORT 2025
10. Ordinary share capital
FY25
No.
FY25
£m
FY24
No.
FY24
£m
Authorised, called up and fully paid
Ordinary shares of £0.01 each 964,537,323 9.6 961,878,608 9.6
The movements in the ordinary share capital during the period ended 30 March 2025 and year ended 31 March 2024 were as follows:
FY25 FY25 FY24 FY24
No. £m No. £m
At 1 April 961,878,608 9.6 1,000,793,898 10.0
Shares issued 2,658,715 – 953,845 –
Repurchase and cancellation of ordinary share capital – – (39,869,135) (0.4)
At 30 March 2025 and 31 March 2024 964,537,323 9.6 961,878,608 9.6
The cost of shares purchased by the Share Incentive Plan (SIP) Trusts is offset against the profit and loss account, as the amounts paid
reduce the profits available for distribution by the Company.
11. Treasury shares
The movements in treasury shares held by the Company during the periods ended 30 March 2025 and 31 March 2024 were as follows:
FY25 FY25 FY24 FY24
No. £m No. £m
At 1 April 394,923 – 110,153 –
Repurchase of shares for cancellation – – 39,869,135 50.0
Cancellation of shares – – (39,869,135) (50.0)
Shares issued for share schemes held in trust 447,685 – 284,770 –
Shares vested from share schemes held in trust (107,248) – – –
At 30 March 2025 and 31 March 2024 735,360 – 394,923 –
On 14 July 2023 Dr. Martens plc announced a share buyback programme. Treasury shares existed during the year ended 31 March 2024
as a result of the timing delay between the repurchase of shares under this programme and the subsequent cancellation of these shares.
The programme concluded on 19 December 2023.
12. Reserves
Reserve Description and purpose
Ordinary share capital Nominal value of subscribed shares.
Treasury shares This reserve relates to shares held by SIP Trusts as ‘treasury shares’. The shares held by the SIP Trusts were
issued directly to the Trusts in order to satisfy outstanding employee share options and potential awards under
the employee share incentive schemes. The Company issued 447,685 shares directly to the Trusts during the
period and held 735,360 as at 30 March 2025 (31 March 2024: 394,923). This reserve was previously referred
to as ‘capital reserve – own shares’. This reserve also included treasury shares repurchased but not yet
cancelled, pursuant to the share buyback programme, which concluded during FY24.
Capital redemption reserve A non-distributable reserve into which amounts are transferred following the redemption or purchase of own
shares. The reserve was created in order to ensure sufficient distributable reserves were available for the
purpose of redeeming preference shares in the prior periods.
Retained earnings To recognise the profit or loss, all other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere, and the value of equity-settled share-based awards provided to Executive Directors
and other senior executives as part of their remuneration (refer to the Directors’ Remuneration Report on
pages 131 to 144 of the Annual Report for further details).
13. Financial commitments
As part of its participation in the Group’s financing arrangements, the Company has provided a financial guarantee in respect of borrowings
held by its subsidiary, Ampdebtco Limited. This obligation forms part of the wider Group financing structure, with the likelihood of the
guarantee being called upon considered remote.
FINANCIAL STATEMENTS
225
DR. MARTENS PLC ANNUAL REPORT 2025
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 30 MARCH 2025 CONTINUED
14. Subsidiary undertakings
The registered address and principal place of business of each subsidiary undertaking are shown in the footnotes below the table. The financial
performance and financial position of these undertakings have been consolidated in the Consolidated Financial Statements.
Name Country of registration Class of share capital held
Nature of
investment
Nature of businessDirect Indirect
Airwair (1994) Limited
1
England and Wales Ordinary – 100% Management company
Airwair (1996) Limited
1
England and Wales Ordinary – 100% Management company
Airwair International Limited
1
England and Wales Ordinary – 100% Footwear retail and distribution
Airwair Limited
1
England and Wales Ordinary – 100% Management company
Airwair Property Limited
1
England and Wales Ordinary – 100% Property investment
Ampdebtco Limited
2
England and Wales Ordinary 100% – Management company
DM Airwair Germany GmbH
13
Germany Ordinary – 100% Footwear retail and distribution
DM Airwair Sweden AB
14
Sweden Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair (Ireland) Limited
12
Republic of Ireland Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair Austria GmbH
22
Austria Ordinary – 100% Footwear retail and distribution
Dr Martens Airwair Belgium SA
8
Belgium Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair Canada Inc.
19
Canada Capital of no par value – 100% Footwear retail and distribution
Dr Martens Airwair France SAS
9
France Ordinary – 100% Footwear retail and distribution
Dr Martens Airwair Group Limited
1
England and Wales Ordinary – 100% Management company
Dr. Martens Airwair Hong Kong Limited
4
Hong Kong SAR Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair India Global Capability
Centre Private Limited
5
India Ordinary – 100% Technology
Dr. Martens Airwair Japan K.K.
7
Japan Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair Korea Limited
6
Korea Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair Spain S.L.U.
17
Spain Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair USA LLC
3
USA Capital of no par value – 100% Footwear retail and distribution
Dr Martens Airwair Wholesale Limited
1
England and Wales Ordinary – 100% Footwear retail and distribution
Dr Martens Airwair Italy S.R.L.
15
Italy Ordinary – 100% Footwear retail and distribution
Dr Martens Airwair Netherlands B.V.
10
Netherlands Ordinary – 100% Footwear retail and distribution
GFM GmbH Trademarks
11
Germany Ordinary – 50% Trademark registration
Shanghai Airwair Trading Limited*
16
China Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair Poland Z.o.o.
20
Poland Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair Denmark ApS
21
Denmark Ordinary – 100% Footwear retail and distribution
Dr. Martens Airwair Vietnam Company Limited
23
Vietnam Ordinary – 100% Footwear retail and distribution
Dr Martens Airwair Limited
1
England and Wales Ordinary – 100% Dormant
Dr. Martens Sports & Leisure Limited
1
England and Wales Ordinary – 100% Dormant
Dr. Martens Airwair Singapore PTE Ltd
18
Singapore Ordinary – 100% Non-trading
Dr Martens Airwair & Co. Limited
1
England and Wales Ordinary – 100% Dormant
Dr. Martens Dept. Store Limited
1
England and Wales Ordinary – 100% Dormant
*The financial year of this entity ends on 31 December in line with local requirements.
1. Cobbs Lane, Wollaston, Northamptonshire, England, NN29 7SW.
2. 28 Jamestown Road, Camden, London, England, NW1 7BY.
3. 16192 Coastal Hwy, Lewes, Delaware 19958, United States.
4. Unit 2306-11, 23F, Sun Life Tower, The Gateway Tower 5, Harbour City, 15 Canton Road, Tsim Sha Tsui, Hong Kong.
5. J Block, 1st Floor, Outer, Ring Rd, Manyata Embassy, Arabic College, Bangalore, Bangalore North, Karnataka, India, 560045
6. 14/F, Room 1, 2, SB Tower, 318 Dosan-daero, Gangnam-gu, Seoul, Republic of Korea.
7. 5-2-28 Jingumae, Shibuya, Tokyo, Japan 150-0001.
8. Botanic Tower – 6th floor, Boulevard Saint-Lazare, 4-10, 1210 Brussels, Belgium.
9. 5, Cité Trévise 75009 Paris, France.
10. Herikerbergweg 238, Luna Arena, 1101 CM Amsterdam, Netherlands.
11. Seeshaupt, Landkreis Weilheim-Schongau, Germany. Note: this entity is equity accounted not consolidated.
12. TMF Group Ground Floor, Two Dockland Central, Guild St, North Dock, Dublin, Republic of Ireland, D01 K2C5.
13. Wagnerstr. 1A, 40212 Düsseldorf, Germany.
14. Blekingegatan 48, 11662 Stockholm, Sweden.
15. Via Morimondo 26–20143 Milano, Italy.
16. Room 1610-11, 1612, Level 16, Tower A, THREE ITC, No. 183 Hongqiao Road, Xuhui, Shanghai, China.
17. C/Principe de Vergara, 112 4A Planta 28002, Madrid, Spain.
18. 77 Robinson Road, 13-00 Robinson 77, Singapore 068896.
19. C/O TMF Canada Inc. 1 University Ave, 3rd Floor, Toronto, Ontario M5J 2P1, Canada.
20. Rondo, Daszyńskiego 2B, 00-843 Warsaw, Poland.
21. H.C. Andersens Boulevard 38, 3. Th, 1553, København, 1553 Langebro, Denmark.
22. Teinfaltstraße 8/4, 1010 Vienna, Austria.
23. Unit 1402, Level 14, Friendship Tower, No. 31, Le Duan Street, Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam.
226
DR. MARTENS PLC ANNUAL REPORT 2025
228 Five-year financial summary
(unaudited)
230 First half/second half analysis
(unaudited)
231 Glossary and Alternative
Performance Measures (APMs)
234 Shareholder information
IBC Company information
ADDITIONAL
INFORMATION
ADDITIONAL INFORMATION
227
DR. MARTENS PLC ANNUAL REPORT 2025
FIVE-YEAR FINANCIAL SUMMARY (UNAUDITED)
FOR THE 52 WEEKS ENDED 30 MARCH 2025
FY25
£m
FY24
£m
FY23
£m
FY22
£m
FY21
1
£m
Revenue:
Ecommerce 268.3 276.3 279.0 262.4 235.4
Retail 242.4 256.8 241.7 185.6 99.7
DTC 510.7 533.1 520.7 448.0 335.1
Wholesale
5
276.9 344.0 479.6 460.3 437.9
787.6 877.1 1,000.3 908.3 773.0
Gross profit 511.7 575.2 618.1 578.8 470.5
Selling and administrative expenses (474.7) (453.0) (441.9) (349.5) (359.2)
EBIT
2,6
37.0 122.2 176.2 229.3 111.3
Adjusted EBIT
2,6
60.7 126.4 190.8 226.2 189.0
Profit before tax
3
8.8 93.0 159.4 214.3 69.7
Adjusted profit before tax
2
34.1 97.2 174.0 211.2 147.4
Tax expense (4.3) (23.8) (30.5) (33.1) (35.0)
Profit after tax 4.5 69.2 128.9 181.2 34.7
Earnings per share
Basic 0.5 7.0p 12.9p 18.1p 3.5p
Diluted 0.5 7.0p 12.9p 18.1p 3.5p
Adjusted earnings per share
2
Basic 2.4 7.4p 14.0p 17.9p 11.4p
Diluted 2.4 7.3p 14.0p 17.8p 11.4p
Key statistics:
Pairs sold (m) 10.5 11.5 13.8 14.1 12.7
No. of stores
4
239 239 204 158 135
DTC mix % 64.8% 60.8% 52.1% 49.3% 43.4%
Gross margin %
2
65.0% 65.6% 61.8% 63.7% 60.9%
EBIT %
2,6
4.7% 13.9% 17.6% 25.2% 14.4%
1. Results for the year ended 31 March 2021 have been retrospectively restated in relation to a change in accounting policy for the treatment of cloud-based software.
This resulted in £nil impact on cash.
2. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
3. Post-adjusting items.
4. Own stores on streets and malls operated under arm’s length leasehold arrangements.
5. Wholesale revenue including distributor customers.
6. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business.
Refer to the Glossary on pages 231 to 233 for further explanation of the change.
228
DR. MARTENS PLC ANNUAL REPORT 2025
FY25
£m
FY24
£m
FY23
£m
FY22
£m
FY21
1
£m
Revenue by region:
EMEA 384.2 431.8 443.0 398.5 335.6
Americas 288.5 325.8 428.2 382.7 295.8
APAC 114.9 119.5 129.1 127.1 141.6
787.6 877.1 1,000.3 908.3 773.0
Revenue mix:
EMEA % 48.8% 49.2% 44.3% 43.9% 43.5%
Americas % 36.6% 37.1% 42.8% 42.1% 38.2%
APAC % 14.6% 13.7% 12.9% 14.0% 18.3%
EBIT
2,3
by region:
EMEA 74.4 109.7 120.7 127.1 100.6
Americas 9.4 41.7 80.7 109.6 81.0
APAC 15.0 22.1 25.5 26.8 33.9
Group support costs (61.8) (51.3) (50.7) (34.2) (104.2)
37.0 122.2 176.2 229.3 111.3
EBIT %
2,3
by region:
EMEA 19.4% 25.4% 27.2% 31.9% 30.0%
Americas 3.3% 12.8% 18.8% 28.6% 27.4%
APAC 13.1% 18.5% 19.8% 21.1% 23.9%
4.7% 13.9% 17.6% 25.2% 14.4%
1. Results for the year ended 31 March 2021 have been retrospectively restated in relation to a change in accounting policy for the treatment of cloud-based software.
This resulted in £nil impact on cash.
2. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
3. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business.
Refer to the Glossary on pages 231 to 233 for further explanation of the change.
ADDITIONAL INFORMATION
229
DR. MARTENS PLC ANNUAL REPORT 2025
FIRST HALF/SECOND HALF ANALYSIS (UNAUDITED)
FOR THE 52 WEEKS ENDED 30 MARCH 2025
H1 H2 FY
Unaudited
FY25
£m
Unaudited
FY24
£m
Variance
%
Unaudited
FY25
£m
Unaudited
FY24
£m
Variance
%
Audited
FY25
£m
Audited
FY24
£m
Variance
%
Revenue by channel:
Ecommerce 87.7 91.7 -4.4% 180.6 184.6 -2.2% 268.3 276.3 -2.9%
Retail 95.3 104.7 -9.0% 147.1 152.1 -3.3% 242.4 256.8 -5.6%
DTC 183.0 196.4 -6.8% 327.7 336.7 -2.7% 510.7 533.1 -4.2%
Wholesale
4
141.6 199.4 -29.0% 135.3 144.6 -6.4% 276.9 344.0 -19.5%
324.6 395.8 -18.0% 463.0 481.3 -3.8% 787.6 877.1 -10.2%
Gross margin 207.7 254.9 -18.5% 304.0 320.3 -5.1% 511.7 575.2 -11.0%
EBIT
1,5
(15.1) 40.3 -137.5% 52.1 81.9 -36.4% 37.0 122.2 -69.7%
Adjusted EBIT
1,5
(3.0) 39.7 -107.6% 63.7 86.7 -26.5% 60.7 126.4 -52.0%
(Loss)/profit before tax
2
(28.7) 25.8 -211.2% 37.5 67.2 -44.2% 8.8 93.0 -90.5%
Adjusted (loss)/profit before tax
1
(16.6) 25.2 -165.9% 50.7 72.0 -29.6% 34.1 97.2 -64.9%
Tax credit/(expense) 7. 9 (6.8) -216.2% (12.2) (17.0) -28.2% (4.3) (23.8) -81.9%
(Loss)/profit after tax (20.8) 19.0 -209.5% 25.3 50.2 -49.6% 4.5 69.2 -93.5%
(Loss)/earnings per share
Basic (2.2p) 1.9p -215.8% 2.7p 5.1p -47.1% 0.5 7.0p -92.9%
Diluted (2.2p) 1.9p -215.8% 2.7p 5.1p -47.1% 0.5 7.0p -92.9%
Adjusted (loss)/earnings per share
1
Basic (1.2p) 1.9p -163.2% 3.6p 5.5p -34.5% 2.4 7.4p -67.6%
Diluted (1.2p) 1.9p -163.2% 3.6p 5.5p -34.5% 2.4 7.3p -67.1%
Key statistics:
Pairs sold (m) 4.6 5.7 -19.7% 5.9 5.8 1.7% 10.5 11.5 -8.8%
No. of stores
3
238 225 5.8% 239 239 0.0% 239 239 0.0%
DTC mix % 56.4% 49.6% +6.8pts 70.8% 70.0% +0.8pts 64.8% 60.8% +4.0pts
Gross margin %
1
64.0% 64.4% -0.4pts 65.7% 66.5% -0.8pts 65.0% 65.6% -0.6pts
EBIT %
1,5
-4.7% 10.2% -14.9pts 11.3% 17.0% -5.7pts 4.7% 13.9% -9.2pts
Revenue by region:
EMEA 162.4 194.2 -16.4% 221.8 237.6 -6.6% 384.2 431.8 -11.0%
Americas 114.7 147.7 -22.3% 173.8 178.1 -2.4% 288.5 325.8 -11.4%
APAC 47.5 53.9 -11.9% 67.4 65.6 2.7% 114.9 119.5 -3.8%
324.6 395.8 -18.0% 463.0 481.3 -3.8% 787.6 877.1 -10.2%
Revenue mix:
EMEA % 50.0% 49.1% +0.9pts 47.9% 49.4% -1.5pts 48.8% 49.2% -0.4pts
Americas % 35.3% 37.3% -2.0pts 37.5% 37.0% +0.5pts 36.6% 37.1% -0.5pts
APAC % 14.7% 13.6% +1.1pts 14.6% 13.6% +1.0pts 14.6% 13.7% +0.9pts
EBIT
1,5
by region:
EMEA 22.4 40.0 -44.0% 52.0 69.7 -25.4% 74.4 109.7 -32.2%
Americas (7.7) 17.3 -144.5% 17.1 24.4 -29.9% 9.4 41.7 -77.5%
APAC 2.3 7.7 -70.1% 12.7 14.4 -11.8% 15.0 22.1 -32.1%
Support costs (32.1) (24.7) 30.0% (29.7) (26.6) 11.7% (61.8) (51.3) 20.5%
(15.1) 40.3 -137.5% 52.1 81.9 -36.4% 37.0 122.2 -69.7%
EBIT %
1,5
:
EMEA 13.8% 20.6% -6.8pts 23.4% 29.3% -5.9pts 19.4% 25.4% -6.0pts
Americas -6.7% 11.7% -18.4pts 9.8% 13.7% -3.9pts 3.3% 12.8% -9.5pts
APAC 4.8% 14.3% -9.5pts 18.8% 22.0% -3.2pts 13.1% 18.5% -5.4pts
Total -4.7% 10.2% -14.9pts 11.3% 17.0% -5.7pts 4.7% 13.9% -9.2pts
1. Alternative Performance Measure (APM) as defined in the Glossary on pages 231 to 233.
2. Post-adjusting items.
3. Own stores on streets and malls operated under arm’s length leasehold arrangements.
4. Wholesale revenue including distributor customers.
5. In previous periods EBITDA was presented. However, this has been replaced with EBIT as it is considered a more relevant performance measure for the business.
Refer to the Glossary on pages 231 to 233 for further explanation of the change.
230
DR. MARTENS PLC ANNUAL REPORT 2025
GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (APMS)
The Group tracks a number of key performance indicators (KPIs) including Alternative Performance Measures (APMs) in managing
its business, which are not defined or specified under the requirements of IFRS because they exclude amounts that are included in,
or include amounts that are excluded from, the most directly comparable measures calculated and presented in accordance with IFRS
or are calculated using financial measures that are not calculated in accordance with IFRS.
The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders
with additional helpful information on the performance of the business. These APMs are consistent with how the business performance
is planned and reported within the internal management reporting to the Board.
The Group is no longer presenting EBITDA-derived metrics for segmental and total reporting analysis. EBITDA will primarily be disclosed
for bank covenant and LTIP performance condition purposes only. The Group believes that EBIT represents a more relevant underlying
earnings indicator, allowing management to assess the full operating performance of the business by including the impact of items such
as depreciation. As such the Group has introduced this, and EBIT-derived metrics, in the current period.
The Group has also introduced new ‘adjusted’ APMs, denoted by a ‘*’ in the table below. Adjusted APMs are presented to provide a
clearer view of the Group’s ongoing operational performance by excluding specific significant adjustments, and to aid comparability.
These measures are consistent with how business performance is measured internally by the Board and Executive Committee.
The Group is no longer presenting profit before tax (before FX charge); this has been replaced with a variation of this measure, being
adjusted profit before tax. Adjusted profit before tax provides more relevant information to evaluate operational performance as it includes
adjustment for currency gains/losses, impairment of non-financial assets and exceptional costs.
These APMs should be viewed as supplemental to, but not as a substitute for, measures presented in the Consolidated Financial
Statements relating to the Group, which are prepared in accordance with IFRS. The Group believes that these APMs are useful indicators
of its performance. However, they may not be comparable with similarly titled measures reported by other companies due to differences
in the way they are calculated.
The Audit and Risk Committee has reviewed the overall presentation of APMs to ensure they have not been given undue prominence, and that
reconciliations are sufficiently clear. Further to this it has evaluated all revisions to APMs and types and classifications of exceptional costs.
Metric Definition Rationale APM KPI
Revenue Revenue per Financial Statements. Helps evaluate growth trends, establish
budgets and assess operational performance
and efficiencies.
No Ye s
Revenue by
geographical
market
Revenue per the Group’s geographical segments. Helps evaluate growth trends, establish
budgets and assess operational performance
and efficiencies.
No Ye s
Revenue: EMEA
Revenue: Americas
Revenue: APAC
Revenue by
channel
Helps evaluate growth trends, establish
budgets and assess operational performance
and efficiencies.
No Ye s
Revenue:
ecommerce
Revenue from the Group’s ecommerce platforms.
Revenue: retail Revenue from the Group’s own stores
(including concessions).
Revenue: DTC Revenue from the Group’s direct-to-consumer (DTC)
channel (= ecommerce plus retail revenue).
Revenue:
wholesale
Revenue from the Group’s business-to-business
channel, revenue to wholesale customers,
distributors and franchisees.
Constant currency
basis
Constant currency applies the prior period exchange
rates to current period results to remove the impact
of FX.
Presenting results of the Group excluding
foreign exchange volatility.
No No
Gross margin Revenue less cost of sales (raw materials
and consumables).
Helps evaluate growth trends, establish
budgets and assess operational performance
and efficiencies.
No No
Cost of sales is disclosed in the Consolidated
Statement of Profit or Loss.
ADDITIONAL INFORMATION
231
DR. MARTENS PLC ANNUAL REPORT 2025
GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (APMS)
CONTINUED
Metric Definition Rationale APM KPI
Gross margin % Gross margin divided by revenue. Helps evaluate growth trends, establish
budgets and assess operational performance
and efficiencies.
Yes No
Exceptional costs Costs or incomes considered significant in nature
and/or quantum, and/or relate to activities which are
outside the ordinary course of business, and are
not reflective of operational performance, including
items such as:
+ Director joining costs
+ Cost savings related costs
+ Accelerated amortisation of fees on debt
refinancing
Excluding these items from profit metrics provides
readers with helpful information on the underlying
performance of the business because it aids
consistency across periods and is consistent with
how the business performance is planned by, and
reported to, the Board.
Yes No
Opex Selling and administrative expenses less
depreciation, amortisation, impairment, other gains/
losses, exceptional costs and currency gains/losses.
Opex is used to reconcile between gross margin
and EBIT.
Yes No
EBITDA Profit/loss for the period/year before income tax
expense, finance expense, currency gains/losses,
depreciation of right-of-use assets, depreciation,
amortisation and impairment.
EBITDA was used as a key profit measure
because it shows the results of normal, core
operations exclusive of income or charges that
are not considered to represent the underlying
operational performance. EBIT is now considered
a more relevant measure, but EBITDA continues
to be reported for bank covenant purposes.
Yes No
EBITDA % EBITDA divided by revenue. Was used to evaluate growth trends, establish
budgets and assess operational performance
and efficiencies.
Yes No
EBIT Profit/loss for the period/year before net finance
expense and income tax expense.
EBIT is used as a key profit measure because
it shows the results of normal, core operations
exclusive of income or charges that relate to
capital and tax burdens.
Yes Yes
EBIT % EBIT divided by revenue. Used to evaluate growth trends, establish
budgets and assess operational performance
and efficiencies.
Yes Yes
*Adjusted EBIT EBIT before exceptional costs, impairment of
non-financial assets and currency gains/losses.
Used as a key profit measure because it shows
the results of normal, core operations exclusive
of income or charges that relate to capital and
tax burdens, exceptional costs, impairment of
non-financial assets and currency gains/losses.
This improves comparability between periods
by eliminating the effect of non-recurring costs
and currency gains/losses.
Yes Yes
*Adjusted EBIT
margin
Adjusted EBIT divided by revenue. Used to evaluate growth trends, establish
budgets and assess operational performance
and efficiencies.
Yes Yes
Operating cash
flow
EBITDA excluding change in net working
capital, share-based payment expense
and capital expenditure.
Operating cash flow is used as a trading cash
generation measure because it shows the results
of normal, core operations exclusive of income
or charges that are not considered to represent
the underlying operational performance.
Yes Yes
Operating cash
flow conversion
Operating cash flow divided by EBITDA. Used to evaluate the efficiency of a company’s
operations and its ability to employ its earnings
toward repayment of debt, capital expenditure
and working capital requirements.
Yes Yes
*Adjusted
operating cash
flow conversion
Operating cash flow divided by EBITDA excluding
the impact of exceptional costs on EBITDA and
working capital.
Used to evaluate the efficiency of a company’s
operations and its ability to employ its earnings
toward repayment of debt, capital expenditure
and working capital requirements, exclusive
of the impact of exceptional costs.
Yes Yes
Net debt Net debt is calculated by subtracting cash and cash
equivalents from bank loans (excluding unamortised
bank fees) and lease liabilities.
To aid the understanding of the reader of the
financial statements in respect of liabilities owed.
Yes No
232
DR. MARTENS PLC ANNUAL REPORT 2025
Metric Definition Rationale APM KPI
*Adjusted profit
before tax
Profit/loss before tax and before exceptional costs,
impairment of non-financial assets and currency
gains/losses.
Helps evaluate growth trends, establish budgets
and assess operational performance and
efficiencies on an underlying basis exclusive of
exceptional costs, impairment of non-financial
assets and currency gains/losses.
Yes No
*Adjusted profit
after tax
Profit/loss after tax and before exceptional costs,
impairment of non-financial assets and currency
gains/losses.
Adjusted profit after tax is the denominator for the
calculation of adjusted basic and diluted earnings
per share.
Yes No
Earnings per
share
IFRS measure. This indicates how much money a company
makes for each share of its stock, and is a widely
used metric to estimate company value.
No Ye s
Basic earnings per
share
The calculation of earnings per ordinary share
is based on earnings after tax and the weighted
average number of ordinary shares in issue during
the period/year.
A higher EPS indicates greater value because
investors will pay more for a company’s shares
if they think the company has higher profits relative
to its share price.
No Ye s
Diluted earnings
per share
Calculated by dividing the profit attributable to
ordinary equity holders of the parent by the weighted
average number of ordinary shares in issue during
the period/year plus the weighted average number
of ordinary shares that would have been issued on
the conversion of all dilutive potential ordinary shares
into ordinary shares.
Used to gauge the quality of EPS if all convertible
securities were exercised.
No Ye s
*Adjusted basic
earnings per share
The calculation of adjusted earnings per ordinary
share is based on profit/loss after tax excluding
exceptional costs, impairment of non-financial
assets and currency gains/losses and the weighted
average number of ordinary shares in issue during
the year/period.
Helps evaluate basic earnings per share
exclusive of exceptional costs, impairment of
non-financial assets and currency gains/losses
that are not considered to represent the
underlying operational performance.
Yes No
*Adjusted diluted
earnings per share
Calculated by dividing the profit/loss after tax
attributable to ordinary equity holders of the parent
excluding exceptional costs, impairment of non-
financial assets and currency gains/losses by the
weighted average number of ordinary shares in issue
during the year/period plus the weighted average
number of ordinary shares that would have been
issued on the conversion of all dilutive potential
ordinary shares into ordinary shares.
Helps evaluate diluted earnings per share
exclusive of exceptional costs, impairment of
non-financial assets and currency gains/losses
that are not considered to represent the
underlying operational performance.
Yes No
Ecommerce mix
%
Ecommerce revenue as a percentage
of total revenue.
Helps evaluate progress towards
strategic objectives.
No Ye s
DTC mix % DTC revenue as a percentage of total revenue. Helps evaluate progress towards
strategic objectives.
No Ye s
No. of stores Number of ‘own’ directly operated stores open
in the Group.
Helps evaluate progress towards
strategic objectives.
No Ye s
Pairs Pairs of footwear sold during a period. Used to show volumes and growths in the Group. No Ye s
ADDITIONAL INFORMATION
233
DR. MARTENS PLC ANNUAL REPORT 2025
SHAREHOLDERS’ ENQUIRIES
Any shareholder with enquiries relating to their shareholding
should, in the first instance, contact our registrar, Equiniti, using
the telephone number or address on the opposite page.
ELECTRONIC SHAREHOLDER COMMUNICATIONS
Shareholders can elect to receive communications by email each
time the Company distributes documents, instead of receiving paper
copies. This can be done by registering via Shareview at no extra
cost, at www.shareview.co.uk. In the event that you change your
mind or require a paper version of any document in the future,
please contact the registrar.
Access to Shareview allows shareholders to view details about their
holdings, submit a proxy vote for shareholder meetings and notify
a change of address. In addition to this, shareholders have the
opportunity to complete dividend mandates online which facilitates
the payment of dividends directly into a nominated account.
FINANCIAL CALENDAR
Announcement of full year results 5 June 2025
Annual General Meeting 10 July 2025
Ex-dividend date for final dividend 28 August 2025
Record date for final dividend 29 August 2025
Payment date for final dividend 8 October 2025
Announcement of half year results 20 November 2025
SHAREHOLDER SECURITY
Shareholders should be very wary of any unsolicited advice, offers
to buy shares at a discount or offers of free company reports. These
are typically from purported ‘brokers’ who target UK shareholders
with offers to sell them what often turn out to be worthless or high-risk
shares in US or UK investments. These operations are commonly
known as boiler rooms. If you receive any unsolicited investment
advice, get the correct name of the person and organisation, and
check that they are properly authorised by the FCA before getting
involved. This can be done by visiting www.fca.org.uk/register.
SHAREHOLDER INFORMATION
If you think you have been approached by an unauthorised firm,
you should contact the FCA consumer helpline on 0800 111 6768.
More detailed information and guidance for shareholders on how
to avoid scams can be found on the FCA’s website at
www.fca.org.uk/consumers/protect-yourself/unauthorised-firms.
AGM
The AGM will be held at 1-11 Hawley Crescent, Camden, NW1 8NP
at 9:30am on Thursday 10 July 2025.
Shareholders are encouraged to send any questions they may have
for the Board, that relate to the business of the meeting, in advance
by email to company.secretariat@drmartens.com. Answers will
be published, together with the full voting results for the 2025 AGM,
on www.drmartensplc.com shortly after the meeting.
WEBSITE
The investor section of Dr. Martens’ corporate website,
drmartensplc.com, contains a wide range of information including
regulatory news, results announcements, share price information
and information about our Board and Committees.
It is also possible to sign up to receive regulatory news relating
to Dr. Martens plc alerts by email at
www.drmartensplc.com/investors/regulatory-news/rns-alerts/.
OUR PRIVACY POLICY
Our privacy policy, which sets out how Dr. Martens
collects and uses personal information, can be found at
www.drmartensplc.com/privacy-policy.
ANALYSIS OF SHARE REGISTER
ORDINARY SHARES
As at 30 March 2025, the Company had 518 registered holders of ordinary shares. Their shareholdings are analysed below:
Balance ranges
Total number
of holdings
Percentage
of holders
Total number
of shares
Percentage
issued capital
1-500 68 13.13% 10,137 <0.01%
501-1,000 22 4.25% 17,612 <0.01%
1,001-2,000 28 5.40% 43,181 <0.01%
2,001-5,000 46 8.88% 157,803 0.02%
5,001-10,000 45 8.69% 345,197 0.04%
10,001-100,000 121 23.36% 5,071,405 0.53%
100,001-1,000,000 112 21.62% 41,698,308 4.32%
1,000,001+ 76 14.67% 917,193,680 95.09%
Totals 518 100.00% 964,537,323 100.00%
234
DR. MARTENS PLC ANNUAL REPORT 2025
COMPANY INFORMATION
SHAREHOLDERS’ ENQUIRIES
Any shareholder with enquiries relating to their shareholding should, in the first instance, contact our registrar, Equiniti, using the telephone
number or address on this page.
ELECTRONIC SHAREHOLDER COMMUNICATIONS
Shareholders can elect to receive communications by email each time the Company distributes documents, instead of receiving paper
copies. This can be done by registering via Shareview at no extra cost, at www.shareview.co.uk. In the event that you change your mind
or require a paper version of any document in the future, please contact the registrar.
Access to Shareview allows shareholders to view details about their holdings, submit a proxy vote for shareholder meetings and notify
a change of address. In addition to this, shareholders have the opportunity to complete dividend mandates online which facilitates the
payment of dividends directly into a nominated account.
REGISTERED OFFICE
28 Jamestown Road
Camden
London
NW1 7BY
INVESTOR RELATIONS
investor.relations@drmartens.com
REGISTRAR
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Tel: 0371 384 2030 (from the UK)
Tel: +44 121 4157047 (from overseas)
INDEPENDENT AUDITOR
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
Tel: +44 (0) 20 7583 5000
Dr. Martens plc’s commitment to environmental issues is reflected
in this Annual Report, which has been printed on GenYous
®
paper.
Manufactured from an FSC
®
and ISO 14001 certified material.
This document was printed by Principal Colour, accredited to the
ISO 14001 Environmental Management System with 99% of dry
waste diverted from landfill, minimising the impact of printing on
the environment.
The publication is CarbonNeutral
®
.
Designed and produced by three thirty studio
www.threethirty.studio
Dr. Martens plc
drmartensofficial
DR. MARTENS PLC
28 Jamestown Rd
Camden
London NW1 7BY
drmartensplc.com