Diane M. Sullivan

CEO and ChairmanExecutive Chair of the Board

April 15, 202113, 2023

Dear Fellow Shareholder:

You are cordially invited to attend the 20212023 Annual Meeting of Shareholders of Caleres to be held at our headquarters at 8300 Maryland Avenue, St. Louis, Missouri 63105 on May 27, 2021,25, 2023, at 10:30 a.m., Central Time.

AtI am pleased to share that Caleres continued its excellent performance this time last year. In fact, 2022 was a year we were atof remarkable financial and operational accomplishment for our Company. A year where – thanks to the outset of what turned out to be onetalent and dedication of the most challenging periodsCaleres team – we achieved another record setting level of earnings, made noteworthy progress across our key strategic initiatives, invested in value-enhancing growth opportunities, returned value to our shareholders and positioned the long historyorganization for ongoing, future success.

More specifically, we:

These exceptional annual results underscore the power of our Company. At that point, no one could have fully predictedbrands, the profound impacts tostrength of our global community,platform and the successful execution of our marketplace and our business brought about by the coronavirus pandemic and movements for social justice and equity. Today,strategies.

In short, I am proud to conveyof what we have accomplished and proud of the diversified portfolio, consumer and product driven organization and inclusive culture that despitewe have built. You can count on the many difficult decisionsfact that the focus areas of consumer, product, experiences and actions we had to take to address these challenges and capitalize on new opportunities, these events brought outengaged teams are well embedded into the very bestfabric of who we are and what we do at Caleres. By maintainingas an organization.

As for our laser focus on protecting our people, our business and our communities, we were able to successfully navigate through the uncertainty of 2020.

Even with these significant headwinds, the Caleres team responded with speed and agility to the rapidly changing market environment and madefuture, I see tremendous progress on a wide range of strategic objectives during the year. More specifically, we:

As I think about this extraordinary period, I believe we managed through each stage of the crisis effectively, efficiently and in a manner that preserved liquidity, enabled ongoing investment in our strategic capabilities, broadened the reach of our brands and furthered the strong connection we have with our consumers.

Caleres, Inc.

8300 Maryland Avenue, St. Louis, Missouri 63105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Matters to be voted on:

YOUR VOTE IS VERY IMPORTANT.Whether or not you plan to attend the Annual Meeting of Shareholders, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. Any proxy may be revoked at any time prior to its exercise at the meeting.

Registered holders may vote:

Beneficial holders.If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from your holder of record to vote your shares. It is important that you provide voting instructions because brokers and other nominees do not have the authority to vote your shares for the election of directors without instructions from you.

We intend to hold our annual meeting in person. However, we are actively monitoring the public health and safety concerns relating to the coronavirus (“COVID-19”) pandemic and the protocols that federal, state, and local governments may impose. As a result, we may decide to hold our annual meeting partly or solely by means of remote communication. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce the decision to do so in advance by posting details on our website. If you are planning to attend our annual meeting in person, please check the website one week prior to our annual meeting. As always, we encourage you to vote your shares in advance of the meeting.

It is our policy that all proxies, ballots and vote tabulations that identify the vote of any shareholder will be kept strictly confidential until after a final vote is tabulated and announced, except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by us, and when a shareholder’s written comments appear on a proxy or other voting material.

Thomas C. Burke

Senior Vice President, General Counsel and

Secretary

April 15, 202113, 2023

TABLE OF CONTENTS

PROXY STATEMENT — 20212023 ANNUAL MEETING OF SHAREHOLDERS

Caleres | 20212023 Proxy Statement    i

ii    Caleres | 20212023 Proxy Statement

PROXY STATEMENT SUMMARY

This summary highlights certain information relating to the items being voted on that can be found in greater detail elsewhere in this proxy statement. For additional information about these topics, shareholders should read the entire proxy statement before voting.

20212023 Annual Meeting of Shareholders

Voting Matters

Your vote is very important to us. Whether or not you plan to attend the 20212023 annual meeting, we urge you to vote and submit your proxy on all of the proposals to ensure that your shares are represented.

Financial Highlights for 20202022

2020For the second consecutive year, Caleres delivered record-setting financial and operational results, finishing the year well-positioned to generate significant and on-going shareholder value. Our associates achieved this exceptional performance by leveraging our strategic investments and expertise in brand building, product creation, marketing and logistics. As a result, we delivered our best-ever sales performance of $2.97 billion and adjusted EPS of $4.52, which was onemore than double our highest pre-pandemic level of the most challenging periods in the history of the Company.earnings. The crisis caused by the COVID-19 pandemic and corresponding economic lockdown had a profound impactBrand Portfolio capitalized on our business during the year. Whilerobust consumer demand startedfor its lead brands to return — duedeliver its best-ever operating earnings on record annual sales. Famous Footwear, our largest brand, executed at a high level achieving its second consecutive year of double-digit operating margin. We also returned approximately $73 million to our shareholders through dividends and share repurchases. All told, the structural changes we have made in partrecent years have transformed Caleres into a more agile, efficient and profitable organization, positioned to the relaxationconsistently deliver earnings of virus-related restrictions, the reopeningmore than $4.00 per share. The following are a few highlights of our stores, and the stores of our partners — uncertainty in the marketplace persisted through the end of the year. Yet, by continuing our relentless focus on protecting our people, our business and our communities we were able to successfully navigate the crisis while at the same time making progress on our strategic objectives. In particular, we streamlined our organization; rightsized our expense base resulting in approximately $100 million of annualized savings going forward; and maintained our aggressive approach to cost discipline and rigorous inventory management throughout the course of the year. We also leaned into our previous capital investments and significantly expanded our digital reach, driving a 40% increase in ecommerce sales from our owned websites, and augmented further our casual, leisure and sport-inspired styles to meet shifting consumer preferences. And, we used free cash flow to strengthen the balance sheet, reducing our overall indebtedness to below pre-pandemic levels while at the same time returning $34 million to shareholders through our long-standing dividend and share repurchases.performance.

Caleres | 2023 Proxy Statement    1

Caleres | 2021 Proxy Statement    1

The board of directors has adopted and adheres to corporate governance practices that it believes represent sound practices, including the following.

2    Caleres | 20212023 Proxy Statement    3

Executive Compensation Program Highlights

The following table summarizes certain executive compensation practices that we have implemented to reward performance without encouraging inappropriate or excessive risk-taking and align executives’ interests with shareholders’ interests, as well as practices that we avoid because we do not believe they would serve the long-term interest of the shareholders.

4    Caleres | 20212023 Proxy Statement    3

PROXY STATEMENT

FOR THE CALERES, INC.

20212023 ANNUAL MEETING OF SHAREHOLDERS

INFORMATION ABOUT THE ANNUAL MEETING

Why have these proxy materials been made available?

Your board of directors is soliciting proxies to be voted at the 20212023 Annual Meeting of Shareholders. This proxy statement includes information about the issues to be voted upon at the meeting.

The record date for shareholders entitled to vote at the meeting is March 31, 2021.30, 2023. There were 38,322,18136,297,563 shares of our common stock issued and outstanding on March 31, 2021.30, 2023.

On April 15, 2021,13, 2023, we are commencing mailing to our shareholders of record a notice containing instructions on how to access this proxy statement and our Annual Report on Form 10-K online, and we are commencing mailing these proxy materials to shareholders who requested paper copies.

Where and when is the annual meeting?

The Annual Meeting of Shareholders will take place on May 27, 202125, 2023, at our principal executive offices located at 8300 Maryland Avenue, St. Louis, Missouri 63105. The meeting will begin at 10:30 a.m., Central Time.

What am I voting on?

We are aware of three (3)four (4) proposals to be voted on by shareholders at the annual meeting:

Why haven’t I received a printed copy of the proxy or Annual Report on Form 10-K?

The Securities and Exchange Commission’s (“SEC”) rules allow us to furnish proxy materials to you via the Internet. We believe electronic delivery will expedite the receipt of materials and reduce the environmental impact of our annual meeting by minimizing the printing and mailing of full sets of materials. On April 15, 2021,13, 2023, we are commencing mailing to our shareholders a notice containing instructions on how to access our proxy statement and 20202022 Annual Report on Form 10-K online. If you hold your shares through a broker or bank, the notice will be sent to you by your broker or bank. If you receive a notice by mail, you will not receive a printed copy of the materials unless you specifically request one. The notice contains instructions on how to receive a paper copy of the materials.

Is the proxy statement available on the Internet?

Yes. You can view both the proxy statement and Annual Report on Form 10-K on the Internet by accessing our website at http://investor.caleres.com/financial-information/proxy-statements and http://investor.caleres.com/financial-information/annual-reports, respectively. Information on our website does not constitute part of the proxy statement.

How can I get paper copies of the proxy materials?

The notice you received describes how to receive paper copies of the proxy materials.

How can I vote my shares?

Most shareholders have a choice of voting in one of four ways:

4    Caleres | 20212023 Proxy Statement    5

by mail, or

Under Rule 452 of the New York Stock Exchange (“NYSE”) listing standards, which relates to the discretionary voting of proxies by brokers, brokers are not permitted to vote shares with respect to the election of directors and other non-routine matters without instructions from the beneficial owner. However, brokers will still be able to vote shares held in broker accounts with respect to the approval of the independent registered public accountants even if they do not receive instructions from the beneficial owner. Therefore, beneficial holders of shares held in broker accounts are advised that if they do not timely provide instructions to their broker, their shares will not be voted in connection with the election of directors and other non-routine matters.

How do I vote if I am a participant in the Company’s 401(k) Plan?

If you are a participant in the Caleres, Inc. 401(k) Savings Plan, you may have certain voting rights with respect to shares of our common stock credited to your account in the plan. The common stock in the plan is held in the plan’s trust.

The plan provides you with voting rights based on the number of shares of common stock that were constructively invested in your plan account as of the close of business on the record date. We originally contributed these shares to the plan on your behalf as matching contributions. You may vote these shares in much the same way as registered stockholders vote their shares, but you have an earlier deadline. Your vote must be received by 11:59 p.m. Eastern Time on May 24, 2021.22, 2023. You may vote these shares by following the instructions provided on the Notice of Internet Availability of Proxy Materials and on the voter website www.proxyvote.com. If you requested a paper copy of the proxy materials, you also may vote by mail by signing, dating and returning the proxy/ voting instruction card included with those materials.

The plan trustee will submit one proxy to vote all shares of common stock in the plan. The trustee will vote the shares of common stock credited to participants submitting voting instructions in accordance with their instructions and will vote the shares of common stock in the plan for which no voting instructions were received in the same proportion as the final votes of all participants who actually voted. Please note that if you do not submit voting instructions for the shares of common stock in your account by the voting deadline, those shares will be included with the other undirected shares and voted by the trustee as described above. Because the trustee submits one proxy to vote all shares of common stock in the plan, you may not vote shares in person at the Annual Meeting.

How many votes do I have?

You have one vote for each share of our stock that you owned at the close of business on March 31, 2021,30, 2023, the record date. These shares include:

If you are a shareholder of record, you will receive only one notice for all the shares you held as of the record date, March 31, 2021,30, 2023, and the name and address section on the notice will indicate the number of shares you hold. This includes shares in certificate form as well as shares in book-entry form.

May I revoke my proxy?

If you give a proxy, you may revoke it in any one of three ways:

The method by which you vote will in no way limit your right to vote at the meeting if you decide to attend in person.

Caleres | 2023 Proxy Statement    7

How do I vote in person?

If you are a shareholder of record, you may cast your vote in person at the annual meeting. If your shares are held in the name of a broker or bank, you must obtain a proxy, executed in your favor, from the broker or bank, to be able to

6    Caleres | 2021 Proxy Statement

accountants, even if you have not provided voting instructions, but cannot vote on other proposals absent voting instructions. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter.

Caleres | 2021 Proxy Statement    7

CORPORATE GOVERNANCE

Our Principles and Governance Guidelines

Since 1878, we have been guided by a value system that emphasizes integrity and trust at all levels of our organization. We have longstanding policies and practices to promote the management of our Company with integrity and in our shareholders’ best interests. The board has adopted and adheres to Corporate Governance Guidelines that the board and senior management believe represent sound practices. The Corporate Governance Guidelines are available on our website at http://investor.caleres.com/corporate-governance/guidelines.caleres.com/investors/corporate-governance. The board periodically reviews these guidelines, New York law (the state in which we are incorporated), the NYSE’s rules and listing standards, SEC rules and regulations, as well as best practices suggested by recognized governance authorities. The guidelines reflect the board’s policy that all directors are expected to attend the annual meeting. The charters for the board’s Executive, Audit, Culture, Compensation and People, Governance and Nominating, and Technology and Digital Commerce Committees are also available on our website at http://investor.caleres.com/corporate-governance/guidelines.caleres.com/investors/corporate-governance. Information on our website shall not be deemed to constitute part of this proxy statement.

Director Independence

Currently, of the 1011 members of the board, 9 meet the NYSE standards for independence. A director is considered to be an independent director only if the director does not have a material relationship with the Company, as determined by the board. The board has adopted standards for independence to assist it in making this determination. These standards are described in the Company’s Corporate Governance Guidelines. As of the date of this proxy statement, John W. Schmidt and Diane M. Sullivan is a directorare directors and current Company employee, and is not an independent director.directors. The board has determined that each of the other members of the board is independent, namely Ms. Flavin, Ms. Freeman, Ms. Greeley, Dr. Gupta, Ms. Hendra, Mr. Klein, Mr. Korn, Ms. Millard, and Mr. McGinnis and Ms. Millard.Thorn. With our board comprised of 9 independent directors out of 10,11, we are in compliance with our goal, as set forth in the Corporate Governance Guidelines, of having two-thirds of the directors be independent under the NYSE standards. Only independent directors serve on our Audit, Culture, Compensation and People, Governance and Nominating, and Technology and Digital Commerce Committees.

The non-management members of the board meet regularly without any members of management present. Mr. Klein, as the lead director, presides at such executive sessions (and if he is absent, then another director who is a member of the Executive Committee presides in his place).

Code of Ethics

We have a Code of Business Conduct that is applicable to all directors, officers and employees of the Company. We have an additional Code of Ethics that is applicable to the principal executive officer, principal financial officer and principal accounting officer. Both the Code of Business Conduct and the Code of Ethics are available on the Company’s website at http:// www.caleres.com/c/investor-overview/code-of-business-conduct.http://caleres.com/investors/corporate-governance. We intend to post amendments to or waivers from (to the extent applicable to an executive officer of the Company) either code on our website.

Communicating With the Board

Shareholders and other parties interested in communicating directly with an individual director, with the non-management directors as a group, or with all directors may write to the individual director or group, c/o Office of the Corporate Secretary, Caleres, 8300 Maryland Avenue, St. Louis, Missouri 63105 or by sending an e-mail to directors@caleres.com. This method of communicating with non-management directors is also posted on the Company’s website. The board approved a process for handling communications received by the Company and addressed to non-management members of the board. Under that process, a staff member assisting the Company’s Corporate Secretary reviews all such correspondence and regularly forwards to the board a summary of all such correspondence and copies of all correspondence that, in the opinion of the staff member, deals with the functions of the board or its committees or that the staff member otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the board and may request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters.

10    Caleres | 20212023 Proxy Statement    9

Board Leadership Structure

We believe that our board of directors should retain the flexibility to appoint the appropriate person to the position of Chairmanchair of the Board,board, whether that person be our Chief Executive Officerchief executive officer or not. At the beginning of fiscalBetween 2014 Ms. Sullivan assumed the position of Chairman of the Board, in addition to her roles as Chief Executive Officer and at that time, President. As such,January 2023, we arehad been operating using the traditional U.S. board leadership structure, under which our Chief Executive Officerthen chief executive officer, Ms. Sullivan, also servesserved as Chairmanchair of the Board.board. We believe that our Company, like many U.S. companies, isthe Company can be well-served by this structure because it provides for more effective leadership and recognizes that in many cases one person should speak for and lead both the Company and the board. We feelHowever, as we have in past periods of leadership transition and with Mr. Schmidt’s assumption of the chief executive officer position in January 2023, we separated the roles of chair of the board and chief executive officer, with Ms. Sullivan becoming executive chair of the board at that this structure demonstrates for our employees, customerstime. As Ms. Sullivan and other business partnersMr. Schmidt, who was previously president of the Company and has held senior executive positions with the Company since joining us in 2008, collectively have a unique depth of understanding and knowledge of the Company and its operations, strategies and stakeholders, we believe that we are under strong leadership. It also eliminatesbenefit from the potential for confusion or duplicationservice of efforts.both of these individuals.

In addition, Ward M. Klein serves as the board’s lead independent director, and has the authority to: preside at executive sessions of the board and at other board meetings when the ChairmanChair is not present, provide input to board agendas and materials provided for board meetings, call meetings of the independent directors, serve as liaison on board-wide issues between the independent directors and the Chairman,Chair, and retain advisors and counsel to report to the board. By having a lead independent director, coupled with the other oversight functions delegated to various board committees comprised of independent directors, we believe that our governance structure provides ample opportunity for effective oversight and risk management.

Board’s Role in Risk Oversight

The board has general oversight responsibility for our affairs, including risk management, pursuant to the New York Business Corporation Law, our restated certificate of incorporation and our bylaws, while management is responsible for our day-to-day operations. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company. In order to assist the board in overseeing our risk management, executive management reviews with the board our approach to risk management and involves the board, managers and other personnel in an effort to identify, assess and manage risks that may affect our ability to execute on our corporate strategy and fulfill our business objectives. These activities entail the identification, prioritization and assessment of a broad range of risks including financial, operational, business, information technology and cybersecurity, reputational, managerial, environmental, social and governance matters and the formulation of plans to manage these risks or mitigate their effects.

The board is actively engaged in the oversight of the Company’s ESG programs. In exercising its authority, the board recognizes that the long-term interests of our shareholders are best advanced when considering other stakeholders and interested parties, including customers, our Associates, business partners, and the communities in which we live and work. The board receives updates from management on our overall ESG programs and targets and on particular topics of relevance throughout the year. Our Governance and Nominating Committee also aids the board in evaluating ESG-related topics by receiving reports from management and providing oversight and guidance on our ESG-related strategies and plans. The Audit Committee and the Culture, Compensation and People Committee also consider the relevant oversight responsibilities of their respective committees in the context of our ESG programs and provide the board with reports on those matters. In 2022 the Company was nationally recognized on Newsweek’s list of America’s Most Responsible Companies for the second consecutive year, ranking 11^th in the consumer goods category and 2^nd in fashion and footwear companies recognized in the rankings. More detailed information about our ESG commitments and programs can be found in our ESG Reports, which can be viewed at: https://www.caleres.com/about/esg.

Our board is responsible for oversight of our cybersecurity program, aided by the Audit Committee. We employ a layered cybersecurity strategy leveraging industry frameworks that feature a prioritized set of safeguards to mitigate the most prevalent cyber-attacks against our systems and networks; and incorporate people, process, and technology controls. We regularly engage with outside experts to assess our organizational security programs and periodically test and improve our information systems through security and risk and compliance reviews and user education campaigns and other strategies. We subscribe to various threat intelligence feeds and are active in the information security community. Our Chief Information Officer reports on the Company’s cybersecurity plans and strategies to the Audit Committee quarterly and to the board annually.

Caleres | 2023 Proxy Statement    11

The board also manages risk through the oversight responsibilities of its committees. The Culture, Compensation and People Committee (with advice from its compensation advisors) reviews executive compensation programs; and in March 2021,2023, management presented to the Culture, Compensation and People Committee its analysis of risk related to pay and other compensation as to all employees and its determination that the risks arising from the Company’s compensation practices and policies are not reasonably likely to have a material adverse effect on the Company. The Culture, Compensation and People Committee reviewed management’s findings and agreed that risks related to compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The Audit Committee regularly reviews risks related to our consolidated financial statements and internal controls; and the Company’s Senior Director of Internal Auditinternal audit function reports directly to the Audit Committee. Additionally, in accordance with NYSE requirements that our Audit Committee discuss policies regarding risk assessment and management’s actions to monitor and control risk, our General Counsel, Chief Financial Officer and Chief Accounting Officer update our Audit Committee quarterly with respect to the Company’s major financial risk exposures and discuss the steps taken to monitor and control such exposures.

On a regular basis, the board discusses with management the appropriate level of risk that we are willing to accept in pursuit of our corporate strategy and business objectives and reviews with management our existing risk management processes and their effectiveness.

Selection of Directors

For membership on our board, a candidate must possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of shareholders. Each board member is expected to provide necessary stewardship over business strategies and programs adopted to ensure the coordination of interests among employees, management and shareholders; be able to balance short-term goals and long-term goals of the Company and its shareholders; and at all times respect and maintain adherence to the Code of Business Conduct.

10    Caleres | 2021 Proxy Statement

The biographies of each of the nominees and other directors in the section “Proposal 1 — Election of Directors” contain information regarding each individual’s experience and qualifications considered by the Governance and Nominating Committee and the board when making director nominations.

A shareholder seeking to propose a director candidate for the committee’s consideration should forward the candidate’s name and information about the candidate’s qualifications to our Corporate Secretary, as discussed in more detail in the section “Other Matters — Shareholder Proposals for the 20222024 Annual Meeting.”

Caleres | 2021 Proxy Statement    11

Summary Compensation Table herein (the “NEOs”).herein. The Committee also reviews changes in the compensation of other key management employees; reviews and approves or makes recommendations to the board concerning cash incentive compensation plans, equity-based plans and other executive benefit plans; approves the participation of executives and other key management employees in the various compensation plans and makes awards to participants; reviews the design of our compensation programs; monitors our promotion and management development practices; and approves the inclusion of the Compensation Discussion and Analysis (“CD&A”) in this proxy statement. The Committee also reviews annual “Say on Pay” vote outcomes and determines if any changes to compensation design are necessary.

12    Caleres | 2021 Proxy Statement

Related Party Transactions

In accordance with our written related party transaction policy, the board reviews all transactions expected to exceed $120,000 in which a related party has a material interest. For purposes of this policy, related parties include the Company’s executive officers, directors or nominees, and 5% beneficial owners of the Company’s stock, as well as any immediate family member of any of the foregoing and any entity in which they have a 10% or greater beneficial interest or in which they are an officer, general partner, principal or serve in a similar position. In making its determination whether to approve a related party transaction, the board considers such factors as the extent of the person’s interest in the transaction, the aggregate value, the availability of other sources of comparable products or services, whether the terms of the transaction are no less favorable than terms generally available in unaffiliated transactions under like circumstances, and the benefit to the Company.

In 2020,2022, there were no material transactions required to be disclosed pursuant to SEC rules between the Company and its executive officers, directors, nominees, principal shareholders, their immediate family members, or entities controlled by them.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and any persons beneficially owning more than 10% of our stock to report their ownership of stock and any changes in ownership to the SEC and the NYSE. The SEC has established specific due dates for these reports, and we are required to report in this proxy statement any failure to file by these dates. We file Section 16(a) reports on behalf of our directors

Caleres | 2021 Proxy Statement    13

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Fiscal 20202022 Director Compensation

Non-employee directors’ compensation is established by the board upon the recommendation of the Governance and Nominating Committee. For fiscal 2020,2022, the following compensation guidelines were in effect for non-employee directors with cash retainers payable quarterly in arrears:

The grant of either restricted stock or RSUs to directors as part of their annual compensation is intended to align directors’ interests with those of our shareholders. In setting compensation levels for non-employee directors, the Governance and Nominating Committee was provided with competitive market data for a peer group of companies (similar to the peer group used for executive compensation comparisons). In consultation with Meridian, the committee analyzed the peer group data and determined that it was appropriate to set the Company’s director compensation at or near the median for the peer group.

We carry liability insurance and travel accident insurance that covers our directors. We do not maintain a directors’ retirement plan or a directors’ legacy or charitable giving plan. Non-employee directors are permitted to participate in our matching gift program on the same terms offered to employees (match for charitable giving to federally tax-exempt charitable organizations under Section 501(c)(3) of the Internal Revenue Code and located within the United States up to $20,000 per year per individual), and SEC rules require that the Company match amount for directors be disclosed as compensation. Non-employee directors do not participate in the retirement plans available to employees, nor do they receive any annual incentive plan awards or the long-term performance awards that have been developed for employees. A director who is an employee does not receive payment for service as a director.

16    Caleres | 2023 Proxy Statement

Non-Employee Director Compensation Table

The following table provides information on all cash, equity-based, and other compensation granted to non-employee directors during fiscal 2020.2022.

Caleres | 2021 Proxy Statement    15

16    Caleres | 2021 Proxy Statement

directors with shareholders. For 2020,2022, the guidelines provided that all non-employee directors hold shares of our stock or stock

Caleres | 2021 Proxy Statement    17

STOCK OWNERSHIP BY EXECUTIVE DIRECTORS, EXECUTIVE OFFICERS AND 5% SHAREHOLDERS

The following table shows the amount of our common stock beneficially owned as of the record date, except as noted below, by each director and nominee, each of the named executive officers listed in the Summary Compensation Table, all current directors and executive officers as a group, and all persons or entities that we know to beneficially own more than 5% of our stock on March 31, 202130, 2023 (based on filings made with the SEC). In general, “beneficial ownership” includes those shares for which a person has or shares the power to vote or the power to dispose and takes into account shares that may be acquired within 60 days (such as by exercising vested stock options). Thus, the table shows the number of employee and director stock options to purchase shares of our stock that are exercisable, either immediately or by May 30, 202129, 2023 (60 days after March 31, 2021)30, 2023). For our non-employee directors, the table shows the total number of share units held, as these units have an investment value that mirrors the value of our stock.

Caleres | 2021 Proxy Statement    19

20    Caleres | 20212023 Proxy Statement    21

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL 1 — ELECTION OF DIRECTORS

Structure of the Board

The board is currently divided into three classes. At the Company’s 2020 annual meeting of shareholders, the shareholders approved an amendment to our restated certificate of incorporation to declassify our board (a structure that had been in place since 1954). As a result, our restated certificate of incorporation and bylaws provide that commencing with the class of directors standing for election at the Company’s 2021 annual meeting, directors will stand for election for one-year terms. The term of office for each director elected at the 2021 annual meeting and thereafter will expireexpired at the next succeeding annual meeting of shareholders. Each director elected prior to the 2021 annual meeting of shareholders will continuecontinued to serve as a director for the term for which he or she was elected. Accordingly, starting with the 2023 annual meeting of shareholders, the entire board will be declassified. In each case, directors will hold office until their successors are elected and qualified, or until their earlier death, resignation or removal.

We may change the size of the board by amending our bylaws. Persons elected by a majority of the remaining directors may fill vacancies on the board. A director elected by the board to fill a vacancy, or a new directorship created by an increase in the size of the board, serves until the next annual meeting of shareholders. On December 8, 2022, the board created a vacancy and elected John W. Schmidt to fill that vacancy effective as of January 15, 2023, the date upon which Mr. Schmidt became our Chief Executive Officer. Although there is no mandatory retirement policy for directors, our Corporate Governance Guidelines limit the board from filling a vacancy with an individual over 72 years of age and generally precludes recommending an individual for election as a director for a term extending beyond the annual shareholders’ meeting following the end of the calendar year during which the individual turns 72, unless the board determines that it is in the best interests of shareholders to retain the services of a director beyond his or her retirement age who is then serving as the chair of a committee of the board. In 2019, the board determined that it was in the best interests of the shareholders to retain the services of W. Patrick McGinnis, Chair of the Compensation Committee, for a three-year term expiring at the 2022 annual meeting, which is a term extending beyond the year of his 72nd birthday.

Assuming the election of the proposed nominees for the terms proposed, two classes will have terms expiring in 2022: the class of directors whose term will expire in 2021 will have three members, all of whom are nominees for one-year terms (Ms. Flavin, Ms. Freeman and Ms. Greeley) and the class whose term will expire in 2022 which has four members (Mr. Klein, Mr. Korn, Mr. McGinnis, and Ms. Sullivan). The class whose term will expire in 2023 will have three members (Dr. Gupta, Ms. Hendra and Ms. Millard), after which expiration the board will be fully de-classified.Your board has nominated for election as directors at the annual meeting three (3)eleven (11) individuals: Lisa A. Flavin, Brenda C. Freeman, and Lori H. Greeley, Mahendra R. Gupta, Carla C. Hendra, Ward M. Klein, Steven W. Korn, Wenda Harris Millard, Diane M. Sullivan, John W. Schmidt and Bruce K. Thorn, each for a one-year term.

There are no family relationships between any of our directors, nominees, and executive officers.

Your board is not aware that any nominee named in this proxy statement is unwilling or unable to serve as a director. If, however, a nominee is unavailable for election, your proxy authorizes the proxies to vote for a replacement nominee if the board names one. As an alternative, the board may reduce the number of directors to be elected at the meeting. Proxies may not be voted for a greater number of persons than the nominees identified below.

22    Caleres | 20212023 Proxy Statement    21

NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 20222024

22    Caleres | 20212023 Proxy Statement    23

CONTINUING DIRECTORS WHOSE TERM WILL EXPIRE IN 2022

24    Caleres | 2023 Proxy Statement

Caleres | 20212023 Proxy Statement    2325

24    Caleres | 2021 Proxy Statement