MAHENDRA R. GUPTA | | | WARD M. KLEIN
Director since: October 2011 Age: 68 | | Dr. Gupta is currently the Geraldine J. and Robert L. Virgil Professor of Accounting and Management at the Olin Business School at Washington University in St. Louis. From July 2005 through June 2016, he served as the Dean of the Olin Business School at Washington University in St. Louis. From 2003 to July 2005, he served as the Senior Associate Dean of the Olin Business School. He has served on the Olin Business School faculty since 1990 and in 2004 was named the Geraldine J. and Robert L. Virgil Professor of Accounting and Management. Dr. Gupta’s research has been published in leading academic journals, and he is a frequent speaker at research workshops and conferences worldwide. He also has been appointed a Trustee and Chair of the Audit Committee of Credit Suisse Funds, and a Director and a member of the audit committee of First Bank and ENDI Corp. Dr. Gupta also serves on the not for profit boards of directors of the Foundation for Barnes Jewish Hospital, Barnes Jewish Hospital, and the Oasis Institute. Board Committees: Audit Other Public Company Boards: Certain mutual funds of Credit Suisse Asset Management (2017 - Present); ENDI Corp (April 2022 – Present) Qualifications: Dr. Gupta’s education, which includes a Ph.D. in accounting from Stanford University, and his oversight of the financial management of the Olin Business School enhance his contribution to the board, and in particular to the Audit Committee. |
Caleres | 2024 Proxy Statement 23
| | | | CARLA C. HENDRA | Director since: November 2005 Age: 67 | | Ms. Hendra is the former Global CEO, Ogilvy Consulting, the global strategy & innovation unit of Ogilvy, a position which she was appointed to in 2016 and held until December, 2023 when she announced her retirement. Ms. Hendra was also named global Chief Digital Officer of Ogilvy in 2016 and was a member of the global Executive Committee of Ogilvy from 2005 to 2023. Ogilvy is a global creative and marketing services network with over 400 offices in 138 countries and 15,000 employees, and one of the largest operating groups of holding company WPP plc. Ms. Hendra previously served as Co-Chief Executive Officer of Ogilvy North America, the largest region of the group, from 2005 to 2010, and as Chairman of the largest office, Ogilvy New York, from 2007 to 2010. Ms. Hendra joined Ogilvy in 1996, and her other positions since that time included serving as President of OgilvyOne N.A., a CRM and digital marketing agency, from 1998 to 2005. Prior to joining Ogilvy in 1996, Ms. Hendra served as Executive Vice President, Grey Direct, a division of Grey Advertising, from 1992 to 1996. She also served as a director of Unica Corporation, a publicly held company engaged in the enterprise marketing management software business until its acquisition by IBM in 2010. She is currently a Board Director of StartOut, a non-profit organization providing access to capital and mentorship to the LGBTQ+ community and for the past five years has served as a Board Director for Dress For Success, the non-profit global organization serving women in need by supplying professional attire and career guidance. Board Committees: Governance and Nominating, Technology and Digital Commerce Other Public Company Boards: Edgewell Personal Care (2015 - Present) Qualifications: Ms. Hendra has over 30 years of business experience spanning the fashion, advertising, marketing and digital industries; and during her more than 25-year tenure with the Ogilvy Group of companies, her increasing responsibilities included leadership and senior management experience in domestic and international business serving clients in Financial Services, Hospitality, Technology, Retail, Industrial Products, and Consumer Goods ranging in size from Fortune 50 to startups. Ms. Hendra brings to the board specialized experience in branding, creative management, strategic consulting for marketing and branding, digital innovation, and both targeted and integrated marketing. As founder of Ogilvy Consulting, she adds enhanced experience in business and brand transformation and expansion of global teams, including through acquisitions. In 2022, Ms. Hendra earned an ESG Certificate from Competent Boards upon completion of its global ESG Certificate Program. In addition, Ms. Hendra has worked with several DE&I focused organizations including StartOut and 2045 (leadership development for Communities of Color) and directed significant DE&I efforts within Ogilvy and with its clients. |
24 Caleres | 2024 Proxy Statement
| | | | WARD M. KLEIN | | | Director since: March 2007 Age: 6568 | | From July 2015 until July 2016, Mr. Klein was the Executive Chairman of Edgewell Personal Care Company, formerly the Personal Care division of Energizer Holdings, Inc. Prior to that, time, Mr. Klein was a director of Energizer Holdings, Inc., and served as Chief Executive Officer of Energizer Holdings, Inc., a position he held between 2005 and 2015. Prior to that, he served as President and Chief Operating Officer from 2004 to 2005 and as President, International from 2002 to 2004, having first joined Energizer in 1986. Beginning in 2020,Currently, Mr. Klein isserves as Vice Chairman of the Board of the Missouri Botanical Garden. From 2020 through 2023, Mr. Klein was the Chairman of the Board of BJC Healthcare, one of the largest non-profit healthcare providers in the United States. Mr. Klein also served on the Board of the Federal Reserve Bank of St. Louis from 2008 through 2013, including as Chairman of the Board from 2012 through 2013. From 2004 to 2006, Mr. Klein served as a director of Amerus Insurance Company. Mr. Klein served in leadership positions at St. Louis Civic Progress, including as its President from 2011 to 2013 and as its Chairman from 2013 through 2015. Board Committees: Executive, Governance and Nominating (Chair) Other Public Company Boards: Edgewell Personal Care Company (2015 - 2016) None Qualifications: Mr. Klein has more than 30 years of service in various leadership roles with an international publicly-held consumer products company, with extensive experience in management, marketing, corporate finance, business strategy and international business. He has a Master’s degree in management with concentrations in marketing, finance and accounting. Additionally, his service as Chairman of the Board of BJC Healthcare, Chair of the Federal Reserve Bank of St. Louis and as a board member for an insurance company provide important leadership experience for the Board’s governance, strategy and oversight roles. |
Caleres | 2021 Proxy Statement 23
| | | | STEVEN W. KORN | Director since: 2004 Age: 67 70 | | From June 2011 until January 2013, Mr. Korn served as the President and Chief Executive Officer of Radio Free Europe/Radio Liberty, Inc. From September 2005 through February 2008, he was the Publisher of the Daily Report, a legal newspaper located in Atlanta, Georgia. Until 2000, he was Vice Chairman and Chief Operating Officer of CNN, a position he held starting in 1996. Previously, he served as the Vice President, General Counsel and Secretary at Turner Broadcasting System, Inc. Mr. Korn has also served as an attorney specializing in civil litigation involving media, entertainment and telecommunications issues. Board Committees: Audit, Governance and Nominating Other Public Company Boards: None Qualifications: Mr. Korn’s business experience is well-rounded and reflects his practice as a lawyer (specializing in litigation as well as mergers and acquisitions), senior executive roles at two international media companies, and his successful restructuring of a newspaper to increase its efficiencies and profitability. His substantial experience in operations and management is complemented by his service as a director of various boards, for which he has chaired committees with responsibility for finance, budget, investment and compensation activities. |
| | | W. PATRICK McGINNIS
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Director since:
1999
Age: 73
| | Mr. McGinnis is a retired member of the Board of Directors and Chairman of Nestlé Purina PetCare Company, a manufacturer of pet products, where he also served as Chief Executive Officer and President from 2001 through 2014. From 1997 until 2001, he was a member of the Board of Directors and Chief Executive Officer and President of Ralston Purina Company. He served as President and Chief Executive Officer of the Pet Products Group of Ralston Purina Company from 1992 to 1997, when he was elected to the Board of Directors and to the additional office of Co-Chief Executive Officer of Ralston Purina Company.
Board Committees: Executive, Compensation (Chair)
Other Public Company Boards: Energizer Holdings, Inc. (2015 - 2020)
Qualifications:
Mr. McGinnis brings substantial leadership and management experience as the president and chief executive of a major international consumer products company. In this capacity, he has many years of experience in mergers and acquisitions, corporate finance, corporate strategy, marketing and corporate governance.
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24 Caleres | 2021 Proxy Statement
| | | | DIANE M. SULLIVAN
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Director since:
May 2007
Age: 65
| | Ms. Sullivan is our CEO and Chairman of the Board. In 2004, she joined the Company as President; in March 2006 she received the additional title of Chief Operating Officer; in May 2011 she became our Chief Executive Officer and President; and in February 2014 she became our Chairman of the Board. Prior to joining the Company, Ms. Sullivan served as Vice Chairman of the Footwear Group of Phillips-Van Heusen from September 2001 to December 2003. Prior to joining Phillips-Van Heusen in 2001, Ms. Sullivan was President and Chief Operating Officer for Stride Rite Corporation, where she worked from 1995 until 2001 and also held the position of Group President: Tommy Hilfiger, Stride Rite Children’s and Sperry. In St. Louis, Ms. Sullivan currently sits on the board of Enterprise Holdings and the Board of Trustees of Washington University. In addition, Ms. Sullivan serves on the boards of the Two Ten Footwear Foundation and the Fashion Footwear Association of New York.
Board Committees: Executive (Chair)
Other Public Company Boards: None
Qualifications:
Ms. Sullivan brings to the board her many years of leadership and senior management experience as a footwear and retail company executive, including 17 years at the Company, where she has played an integral role in developing and executing the Company’s strategic direction and operating performance. In addition, her day-to-day leadership of the Company provides the board with intimate knowledge of the Company’s business.
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CONTINUING DIRECTORS WHOSE TERM WILL EXPIRE IN 2023
| | | | MAHENDRA R. GUPTA
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Director since:
October 2011
Age: 65
| | Dr. Gupta is currently the Geraldine J. and Robert L. Virgil Professor of Accounting and Management at the Olin Business School at Washington University in St. Louis. From July 2005 through June 2016, he served as the Dean of Olin Business School. From 2003 to July 2005, he served as the Senior Associate Dean of the Olin Business School. He has served on the Olin Business School faculty since 1990 and in 2004 was named the Geraldine J. and Robert L. Virgil Professor of Accounting and Management. Dr. Gupta’s research has been published in leading academic journals, and he is a frequent speaker at research workshops and conferences worldwide. He also has been appointed a Trustee and Chair of the Audit Committee of Credit Suisse Funds. Dr. Gupta also serves on the not for profit boards of directors of the Foundation for Barnes Jewish Hospital and Guardian Angels Settlement Association and the board of trustees of The Consortium for Graduate Studies in Management.
Board Committees: Audit
Other Public Company Boards: Certain mutual funds of Credit Suisse Asset Management (2017 - Present)
Qualifications:
Dr. Gupta’s education, which includes a Ph.D. in accounting from Stanford University, and his oversight of the financial management of the Olin Business School enhance his contribution to the board, and in particular to the Audit Committee.
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Caleres | 20212024 Proxy Statement 25
| | | | CARLA C. HENDRA
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Director since:
November 2005
Age: 64
| | In January, 2021 Ms. Hendra was appointed Global CEO, Growth + Innovation at Ogilvy, the global strategic, innovation and consulting unit of Ogilvy, and prior to that was named Chief Digital Officer of the Ogilvy Group in 2016. From 2011 to 2016, Ms. Hendra served as Chief Executive, Ogilvy Worldwide. Ms. Hendra is a member of the Executive Committee of Ogilvy. Ogilvy is a global creative and marketing services network with over 400 offices in 138 countries and 12,000 employees, and one of the largest operating groups of holding company WPP plc. Ms. Hendra previously served as Co-Chief Executive Officer of Ogilvy North America from 2005 to 2010 and as Chairman of Ogilvy New York from 2007 to 2010. Ms. Hendra joined Ogilvy in 1996, and her other positions since that time have included serving as President of OgilvyOne N.A., a CRM and digital marketing agency, from 1998 to 2005. Prior to joining Ogilvy in 1996, Ms. Hendra served as Executive Vice President, Grey Direct, a division of Grey Advertising, from 1992 to 1996. She also served as a director of Unica Corporation, a publicly held company engaged in the enterprise marketing management software business until its acquisition by IBM in 2010.
Board Committees: Governance and Nominating
Other Public Company Boards: Edgewell Personal Care (2015 - Present)
Qualifications:
Ms. Hendra has over 30 years of business experience spanning the fashion, advertising, marketing and digital industries; and during her 24-year tenure with The Ogilvy Group of companies, her increasing responsibilities have included leadership and senior management experience in domestic and international business serving clients in Financial Services, Hospitality, Technology, Retail, Industrial Products, and Consumer Goods ranging in size from Fortune 50 to startups. Ms. Hendra brings to the board specialized experience in creative management, strategic consulting for marketing and branding, digital innovation, and both targeted and integrated marketing. In her new role, she also adds enhanced experience in business and brand transformation and expansion of global teams, including through acquisitions.
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| | | | WENDA HARRIS MILLARD | Director since: April 2017 Age: 66 69 | | Ms. Millard is currently an independent marketing consultant. Ms. Millard is former Vice Chairman of MediaLink a company that provides strategic advisory and implementation services to companies (including Fortune 100 retail and consumer goods companies and emerging technology companies) at the convergence of media, marketing, advertising, entertainment and technology. Ms. Millard joined MediaLink in 2009 as its President and Chief Operating Officer.(2009-2023). Prior to that, Ms. Millard was Co-CEO and President of Martha Stewart Living Omnimedia from July 2007 through April 2009, where she oversaw the company’s media businesses and development of cross-platform marketing programs. From October 2001 through April 2007, Ms. Millard was the Chief Sales Officer at Yahoo! where she pioneered brand advertising on the internet. From December 2000 to October 2001, she was Chief Internet Officer at Ziff Davis, LLC and from July 1996 to December 2000 Ms. Millard was a founding member of the executive team at DoubleClick, serving as its Executive Vice President. Prior to that, Ms. Millard was also Senior Vice President and Publisher ofFamily Circleand Executive Vice President and Group-Publisher for Adweek,, Mediaweekand Brandweekmagazines. Ms. Millard serves on the boards of the Advertising Research Foundation, the ChestertonCharleston Literary Festival, Wings for Kids and the James Beard Foundation.several start-up technology companies. Board Committees: Culture, Compensation and People (Chair) Other Public Company Boards: VeriFone Systems, Inc. (2012 - 2016) None Qualifications: Ms. Millard’s lengthy career in internet and digital brand building, sales and marketing and in strategic direction and execution will add to the board’s oversight of the Company’s strategies in technology, marketing, and overall execution. |
| | | | JOHN W. SCHMIDT | Director since: January 2023 Age: 63 | | President and Chief Executive Officer of the Company since January 2023. Prior to that Mr. Schmidt was President since December 2020. Mr. Schmidt joined the Company in 2008 as Senior Vice President/General Manager Better and Image Brands, became President – Contemporary Fashion in 2010, and President – Brand Portfolio in 2015. In 2020, he was named President and assumed responsibility for consumer and brand strategy for the entire Caleres portfolio. Prior to joining the company, Mr. Schmidt spent 10 years with Nine West Group in several executive positions of increasing responsibility and prior to that was in key merchandising and sales roles with Lord & Taylor, May Merchandising Corporation and Macy’s. Mr. Schmidt serves on the Board of Directors of the Accessories Council. Board Committees: Executive Other Public Company Boards: None Qualifications: Mr. Schmidt brings 15 years of senior management experience at the Company, as well as extensive merchandising, portfolio management, sales and brand marketing experience in the footwear industry to our board. As our President and Chief Executive Officer he is uniquely positioned to provide direct line-of-site perspective on all areas of the Company’s operations, financial performance, strategies, culture and talent and stakeholder engagement. |
26 Caleres | 20212024 Proxy Statement
| | | | DIANE M. SULLIVAN | Director since: May 2007 Age: 68 | | Ms. Sullivan has been our Executive Chairman of the Board since January 2023. She joined the Company as President in 2004 and added Chief Operating Officer to her responsibilities in 2006. She became Chief Executive Officer and President in 2011 and took on the additional role of Chairman of the Board beginning in 2014. Before joining the Company, she was Vice Chairman of the Footwear Group at Phillips-Van Heusen from 2001-2003. Sullivan also served as President and COO of The Stride Rite Corporation where she worked from 1995-2001 and prior to that gained extensive consumer brand management and sales expertise at several companies including M&M/Mars and The Mennen Company. Ms. Sullivan’s philanthropic passion for the shoe industry, gender parity, education, and healthcare was celebrated in 2017 when she received the Footwear News Icon Award for Social Impact. She has been recognized by the Women’s Forum of New York for her commitment to gender parity, with more than 50 percent women on the Caleres board of directors. Ms. Sullivan serves on the Board of the Two Ten Footwear Foundation and was one of the founders of Two Ten’s Women in the Footwear Industry community (WIFI). She serves on the board of Enterprise Mobility, Spanx, and AtHome Group, Inc. Board Committees: Executive (Chair) Other Public Company Boards: None Qualifications: Ms. Sullivan brings to the board her many years of leadership and senior management experience as a footwear and retail company executive, with extensive experience in corporate strategy, marketing, operations, brand and business development and M&A, including 18 years at the Company, where she has played an integral role in developing and executing the Company’s strategic direction and operating performance. In addition, her day-to-day leadership of the Company provides the board with intimate knowledge of the Company’s business. |
Caleres | 2024 Proxy Statement 27
| | | | BRUCE K. THORN | Director since: March 2022 Age: 57 | | Since 2018, Mr. Thorn has served as President and Chief Executive Officer of Big Lots, Inc., a nationwide retailer of furniture and other home accessories through its e-commerce site and over 1,400 retail stores in the United States. Prior to joining Big Lots, Inc., from 2017 to 2018, Mr. Thorn was President and Chief Operating Officer of Tailored Brands, Inc., a portfolio company encompassing Men’s Wearhouse, Jos. A. Banks, Joseph Abboud, and Moores, among other brands, and before that he was Executive Vice President and Chief Operating Officer of Tailored Brands, Inc., formerly known as Men’s Wearhouse, from 2015 to 2017. Prior to that, from 2007 to 2015, Mr. Thorn served in a number of executive roles with increasing responsibility at PetSmart, ultimately serving as Executive Vice President, Store Operations, Services and Supply Chain. Before joining PetSmart, Mr. Thorn worked in a variety of sales, operations and marketing positions with increasing responsibility, first at Cintas Corporation from 1995 to 2000, then at Gap, Inc. from 2000 to 2002 and at LESCO, Inc. from 2002 until 2007. Mr. Thorn is a graduate of the United States Military Academy at West Point where he earned a degree in mechanical engineering and holds an MBA from the University of Cincinnati. Mr. Thorn also serves on the board of the Nationwide Children’s Hospital, America’s largest pediatric hospital. Board Committees: Culture, Compensation and People, Technology and Digital Commerce Other Public Company Boards: Big Lots, Inc. (2018 – Present) Qualifications: In his current role as the sitting CEO of a national public retail company and through his many years of senior management and leadership roles with major national consumer and retail brands, Mr. Thorn brings a depth of skills and understanding of the retail, consumer products and apparel industries that will enhance the board’s oversight in the areas of management development, strategy, planning, execution, operations, retail real estate, digital e-commerce and direct to consumer sales and distribution, and finance. |
Your Board of Directors recommends a vote “FOR” each of these nominees. 28 Caleres | 2024 Proxy Statement
PROPOSAL 2 — RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Ratification of Ernst & Young LLP The Audit Committee has appointed Ernst & Young LLP as the independent registered public accountants to audit the Company’s consolidated financial statements for the fiscal year ending January 29, 2022,February 1, 2025, and believes that Ernst & Young LLP’s engagement is in the best interest of the Company and its shareholders. The Audit Committee and the board are requesting that shareholders ratify this appointment as a means of soliciting shareholders’ opinions and as a matter of good corporate practice. If the shareholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will consider any information submitted by the shareholders in connection with the selection of the independent registered public accountants for the next fiscal year. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of different independent registered public accountants at any time during the fiscal year if the Audit Committee believes such a change would be in the best interest of the Company and its shareholders. Representatives of Ernst & Young LLP will have an opportunity to, but have informed us that they do not plan to, make a formal statement at the annual meeting. However, we expect that they will attend the meeting and be available to respond to appropriate questions. The Board of Directors recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants. Fees Paid to Independent Registered Public Accountants During 20202023 and 2019,2022, Ernst & Young LLP were our independent registered public accountants and charged fees for services rendered to us as follows: | Service Fees | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | Audit Fees(1) | | $ | 1,495,545 | | | $ | 1,430,178 | | Audit Fees | | Audit Fees | | Audit Fees | | Audit Fees | | | $ | 1,811,944 | | | $ | 1,663,050 | | | Audit-Related Fees | | | — | | | | — | | Audit-Related Fees | | Audit-Related Fees | | Audit-Related Fees | | | | — | | | | 10,000 | | | Tax Fees(2) | | | 135,894 | | | | 387,521 | | Tax Fees(1) | | Tax Fees(1) | | Tax Fees(1) | | Tax Fees(1) | | | | 151,680 | | | | 186,802 | | | All Other Fees | | All Other Fees | | All Other Fees | | All Other Fees | | | | — | | | | — | | | | | | | | | | | | | | | Total | | $ | 1,631,439 | | | $ | 1,817,699 | | Total | | Total | | Total | | | $ | 1,963,624 | | | $ | 1,859,852 | |
(1) | The audit fees in 2020 included fees associated with the impacts of COVID-19. The audit fees in 2019 included fees related to the implementation of Accounting Standards Codification Topic 842, Leases. |
(2) | The tax services in 20202023 and 20192022 included tax compliance (including preparation and/or review of tax returns), tax planning and tax consultation, including assistance with tax audits and tax reform.audits.
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Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services In 2020,2023, all of the audit audit-related and tax services were pre-approved in accordance with the Audit Committee’s audit and non-audit services pre-approval policy that requires the committee, or the chair of the committee to pre-approve services to be provided by the Company’s independent registered public accountants. Pursuant to this policy, the committee will consider whether the services to be provided by the independent registered public accountants are prohibited by the SEC, whether the services are consistent with the SEC’s rules on auditor independence, and whether the independent registered public accountants are best positioned to provide the most effective and efficient services. The committee is mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve such services. The committee has delegated to the chair of the committee pre-approval authority between committee meetings, and the chair must report any pre-approval decisions to the committee at the next scheduled committee meeting. Audit Committee Report The Audit Committee oversees the Company’s financial reporting process on behalf of the board and is comprised of only independent directors. The Audit Committee is also responsible for the appointment, compensation and Caleres | 20212024 Proxy Statement 2729
compensation and oversight of the independent registered public accountants. The committee also oversees the process for the negotiation of the independent registered public accountants’ fees. Management is primarily responsible for the consolidated financial statements and reporting processes, including the systems of internal controls, while the independent registered public accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States and expressing an opinion on the conformity of those consolidated financial statements with U.S. generally accepted accounting principles. In this context, the committee has met and held discussions with management and the internal auditors and independent registered public accountants. The committee discussed with the Company’s internal auditors and independent registered public accountants the overall scopes and plans for their respective audits. The committee met, at least quarterly, with the internal auditors and independent registered public accountants, with and without management present, and discussed the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. Management represented to the committee that the Company’s audited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accountants, including their judgments as to the quality, not just the acceptability, of the Company’s accounting principles; the reasonableness of significant judgments and clarity of disclosures; and such other matters as are required to be discussed with the committee under auditing standards generally accepted in the United States and the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and Commission. The Company’s independent registered public accountants also provided to the committee the written disclosures and letter required by applicable standards of the PCAOB regarding the independent registered public accountants’ communications with the committee concerning independence, and the committee discussed with the independent registered public accountants that firm’s independence, among other things. The committee considered whether the performance by Ernst & Young LLP (“EY”) of non-audit services, including tax services, was compatible with their independence. The committee is also actively engaged in the selection of the lead auditoraudit partner on EY’s engagement.engagement and assures rotation of the lead audit partner as required by law. In connection with the appointment of the lead auditor,audit partner, the committee conducted a rigorous assessment of EY’s capabilities and expertise, service levels, qualifications, appropriateness of fees and independence and tenure as the Company’s auditor in determining whether to seek additional competitive bids. EY has served as the Company’s independent auditors since 1917. In performing its annual review of whether to retain EY, the committee considered the benefits of a long-tenured auditor including a higher quality of audit given EY’s institutional knowledge and deep expertise concerning the Company’s operations and business, competitiveness of EY’s fees given that familiarity with the Company’s business and the time commitment, cost and management distractions on-boarding new independent auditors would entail. In reliance on the reviews and discussions referred to above, the committee recommended to the board and the board approved including the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended January 30, 2021February 3, 2024 for filing with the SEC. The committee believes it is in the Company’s best interests to retain EY as the Company’s independent registered public accountants for 2021.2024. While the committee has the responsibilities and powers set forth in its charter, it is not the duty of the committee to plan or conduct audits or to determine that the Company’s consolidated financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent registered public accountants. In addition, except in certain circumstances, it is not the duty of the committee to conduct investigations or to ensure compliance with laws and regulations and the Company’s business conduct policies. Audit Committee Lisa A. Flavin, Chair Mahendra R. Gupta Steven W. Korn 2830 Caleres | 20212024 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis (“CD&A”) describes the material elements of the compensation programs offered to our 20202023 Named Executive Officers (“NEOs”), who are identified below. Diane M. Sullivan, Chief Executive Officer and Chairman of the Board
| • | | John W. Schmidt, President and Chief Executive Officer |
Kenneth H. Hannah, Senior Vice President, Chief Financial Officer
| • | | Jack P. Calandra, Senior Vice President, Chief Financial Officer |
John W. Schmidt, President, Caleres
| • | | Diane M. Sullivan, Executive Chair |
Michael R. Edwards, Division President—Famous Footwear
| • | | Michael R. Edwards, Division President—Famous Footwear |
| • | | Daniel R. Friedman, Chief Sourcing Officer |
Daniel R. Friedman, Chief Sourcing Officer
Molly P. Adams, Former Division President – Famous Footwear
Executive Summary Executive Compensation Objectives and Philosophy The Committee oversees the design, development and implementation of our executive compensation program. The objectives and philosophy of our executive compensation program is to (a) attract and retain executive talent by setting compensation at a level that is competitive with a similarly-sized industry peer group, (b) encourage and reward superior performance with opportunities for additional compensation aligned with long-term shareholder outcomes, and (c) facilitate equity ownership so that executives will be invested as shareholders in creating and maintaining the Company’s long-term value. The Committee determines the compensation of our executives in the first quarter of each year, considering the performance of the individual executives, the Company’s consolidated financial results and, where appropriate, the financial results of individual business units during the prior year. As reflected in more detail in this CD&A, due to the dynamic nature of the COVID-19 pandemic and its pronounced impact on our business beginning in March, 2020, the Committee took a number of actions during 2020 to ensure that the Company was able to deliver on its executive compensation strategies and philosophies in spite of the pandemic. References to years in this CD&A refer to fiscal years. To meet our executive compensation objectives, we have created a balance of cash and stock-based remuneration through the following compensation elements: | • | | A fair and competitive base salary that is reflective of the depth and scope of accountability and the complexity of each executive officer’s individual responsibilities. |
| • | | An annual incentive plan award opportunity payable in cash in connection with achieving short-term annual performance goals consistent with our strategic objectives and the goals of our business units. |
| • | | Long-term incentive performance awards that are payable in cash, stock or a combination of cash and stock, are subject to the achievement of performance metrics over a three-year performance period, and reward the long-term performance and value creation of our executives. |
| • | | Restricted stock or stock option awards with long-term time-based vesting that promote the retention of our valued executive talent, encourage long-term share ownership and align our executives’ interests with our shareholders’ interests. |
2023 Performance Caleres delivered a strong operational and competitive base salaryfinancial performance in 2023. Our talented and dedicated team once again navigated the dynamic market environment and made progress on a number of strategic initiatives that is reflectiveset the stage for future growth. Our diluted earnings per share of $4.80 was more than double our pre-pandemic earnings per share record and represented the depth and scopethird consecutive year of accountability andadjusted earnings per share above the complexity of each executive officer’s individual responsibilities. An annual incentive plan award opportunity payable in cash in connection with achieving short-term annual performance goals consistent with our strategic objectives and the goals of our business units.
Long-term incentive performance awards that are payable in cash, stock or a combination of cash and stock, are subject to the achievement of performance metrics over a three-year performance period, and reward the long-term performance and loyalty of our executives.
Restricted stock or stock option awards with long-term time-based vesting that promote the retention of our valued executive talent, encourage long-term share ownership and align our executives’ interests with our shareholders’ interests.
2020 Performance
$4.00 baseline. The sudden onset of the COVID-19 pandemic in the first quarter of 2020 had a pervasive impact on our performance for the year. Like most retailers, we ended March 2020 with all of our brick and mortar stores closed, and we faced a sharp downturn in wholesale orders in our Brand Portfolio, segment, aspowered by our retail customers closed their storesLead Brands – Sam Edelman, Allen Edmonds, Naturalizer and held inventory purchases tight. The Company rapidlyVionic—achieved its best-ever annual adjusted to this environment by moving to a remote office environment, laying offoperating earnings of $148 million and furloughing without pay thousands of Associates and temporarily reducing pay for those that remained working. It was clear earlygenerated an exceptional 11.7% adjusted return on that these actions, which were driven by the pandemic and economic lockdown, would have a significant impact on our compensation programs during a time when it was crucial to retain and motivate our executives and other Associates, as well as to attract new talent.sales. At the same time, Famous Footwear leaned into its competitive advantages and leadership position with the Company’s responseMillennial family to the rapidly shifting consumer environment revealedincrease market share in shoe chains and in Kids. Furthermore, we maintained a number of successes that Caleres | 2021 Proxy Statement 29
demonstrated strongdisciplined approach to capital allocation reducing borrowings under our asset-based revolver, investing in value-driving organic growth opportunities, and disciplined execution. For example, the ability to shift quickly to the changing behaviors and preferences of the consumer and leverage our previous investments in our digital capabilities led to the expansion of our ecommerce businesses. Strongreturning cash management and laser focus on liquidity strengthened our balance sheet by year end, with approximately $88 million of cash on hand and revolver borrowings $25 million lower than the prior year. We also ended the year with leaner inventory levels and returned $34 million to shareholders through dividends and share repurchases. We further strengthened our connection to our consumers through implementation ofThe structural changes we have made in recent years have transformed Caleres into a robust new ecommerce platform across allmore agile, efficient, and profitable organization and have positioned us exceptionally well for the future. The following are a few highlights of our brands, expanded our Famously You rewards program, increased buy-online pick up in store sales and added a new curbside pick-up option. We ended the year with ecommerce and direct to consumer sales totaling 79% of our business. We achieved all of these outcomes while always focusing on the safety and welfare of our Associates and customers and supporting the communities in which we work and live.
The following is a summary of the financial highlightsresults for 2020:2023:
Consolidated net sales decreased $804.5 million, or 27.5%, to $2,117.1 million in 2020, compared to $2,921.6 million last year, driven primarily by the impacts of the COVID-19 pandemic, which led to the temporary closure of all of our retail stores from mid-March through mid-May, as well as canceled and reduced orders from our wholesale customers. The shift towards working from home resulted in softer demand for dress footwear categories. While nearly all of our brands experienced lower demand in 2020, our Allen Edmonds business was impacted more significantly. Although sales were adversely impacted by the COVID-19 pandemic throughout 2020, we experienced strong growth in our ecommerce business, with ecommerce sales penetration rising to 30% of consolidated net sales, compared to 20% in 2019.
| • | | Consolidated net sales decreased $150.8 million, or 5.1%, to $2,817.3 million in 2023, compared to $2,968.1 million last year. Net sales of our Famous Footwear segment decreased $95.7 million, or 5.6%, |
Caleres | 2024 Proxy Statement 31
| compared to 2022. Net sales of our Brand Portfolio segment decreased $51.9 million, or 3.9%, compared to 2022. |
| • | | Consolidated operating (loss) earnings decreased to an operating loss of $485.7$194.5 million in 2020,2022, or 9.1% compared to operating earnings of $103.8$214.3 million last year. The decrease was primarily driven by lower net sales $286.5 million of non-cash goodwill and intangible asset impairment charges and $96.7 million of restructuring and other special charges, primarily attributable to the COVID-19 pandemic and the ongoing efforts to exit our Naturalizer retail stores. On an adjusted basis, operating losses were $65.0 million.1in 2023, partially offset by a higher gross profit margin. |
| • | | On a GAAP basis, we reported a consolidated net lossearnings attributable to Caleres, Inc. of $439.1 million, or loss per diluted share of $11.80 compared to consolidated net earnings of $62.8$171.4 million, or earnings per diluted share of $1.53,$4.80 compared to $181.7 million, or earnings per diluted share of $4.92, last year. On an adjusted basis, our net loss was $52.0earnings were $149.3 million, or a lossearnings of $1.40$4.18 per diluted share, compared to net earnings of $86.4$167.1 million, or $2.10$4.52 per diluted share last year.1 |
1 | A reconciliation of adjusted results is included in Annex 1 to this proxy statement. |
Summary of 20202023 Compensation Decisions Based on the Company’s 20192022 performance and outlook for 2023 and in keeping with the compensation philosophy described above, in March 2020 and thereafter, the Committee approved the actions set forth below with respect to 20202023 compensation: No base salary increases for the NEOs and other executives, except for Mr. Schmidt who received a $60,000 increase in his base compensation as a result of his promotion to President of the Company.
| • | | Adjusting Mr. Schmidt’s compensation by increasing his base salary to $1.1 million, increasing his target annual incentive award to 120% of base salary, and granting him a long-term incentive award for the 2023-2025 performance period with a target value of $2 million and an award of restricted stock that vests 50% after two years and 50% after 3 years with a grant date fair value of $2 million. As of her transition to Executive Chair, Ms. Sullivan’s salary was reduced to $800,000 for 2023 and $500,000 for 2024, her annual incentive award target was reduced to 100% for 2023, which is the last year she is eligible for an annual incentive award, and she no longer receives restricted stock or performance-based awards. |
From the beginning of April through the end of August all associates not on unpaid furlough received a 20% reduction in their base salaries.
| • | | No base salary increases for the other NEOs, with the exception of Mr. Edwards who received an increase in base salary as a market adjustment given his role as Division President – Famous Footwear and Mr. Friedman received a market adjustment given his role as Chief Sourcing Officer. |
Holding flat with annual incentive target % opportunity for executives.
| • | | Generally holding flat on our annual incentive target percent opportunity for executives. |
Subjecting the payouts under the annual incentive plan awards and the long-term performance awards to challenging performance criteria, such as growth in EPS, Return on Sales, EBITDA as a percent of Net Assets, and individual Executive Strategic Initiatives.
| • | | Subjecting the payouts under the annual incentive plan awards and the long-term performance awards to challenging performance criteria, such as growth in EPS, Net Sales, Operating Earnings, and individual Executive Strategic Initiatives. |
Structuring annual incentive plan awards so that payouts are dependent on total Company performance. Due to the impact of the COVID-19 pandemic, it was clear early in 2020 that the annual incentive plan approved by the Committee in March was not going to pay out. In light of the impact of the COVID-19 pandemic, the Committee approved a one-time short- term incentive plan tied to achievement of a single EPS metric for the second half of 2020.
| • | | Structuring annual incentive plan awards so that payouts are dependent on total Company performance. |
Providing long-term incentive programs that reward strong performance and encourage value creation for shareholders while also fostering retention of our executives.
| • | | Providing long-term incentive programs that reward strong performance and encourage value creation for shareholders while also fostering retention of our executives. |
30 Caleres | 2021 Proxy Statement
Including clawback provisions in long-term performance awards and forfeiture provisions in annual incentive plan awards.
| • | | Adopting a compensation recoupment policy in accordance with New York Stock Exchange requirements that requires repayment of executive compensation in the event of a restatement and including clawback provisions in long-term performance awards and forfeiture provisions in annual incentive plan awards. |
Granting awards of restricted stock with long-term vesting periods to retain talent and recognize individual performance.
| • | | Granting awards of restricted stock with long-term vesting periods to retain talent and recognize individual performance. |
Using an appropriate peer group for comparative purposes in determining compensation design practices and levels, reflecting our size, industry and competitors for talent.
| • | | Using an appropriate peer group for comparative purposes in determining compensation design practices and pay levels, reflecting our size, industry and competitors for talent. |
Maintaining competitive stock ownership guidelines for executives.
| • | | Maintaining competitive stock ownership guidelines for executives. |
For a detailed discussion of the 20202023 compensation elements and the Committee’s decision-making process, please see the section below entitled “Executive Compensation Program — How did the Committee set the NEOs’ compensation for 2020?2023?” Say on Pay The Company believes that it is appropriate to take into account the views of shareholders on the design and effectiveness of the Company’s executive compensation program. The Committee, which is responsible for 32 Caleres | 2024 Proxy Statement
designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their non-binding advisory votes on the executive compensation paid to our NEOs and will continue to consider the outcome of the votes when making future compensation decisions for NEOs. The Company currently holds such a vote every year, consistent with the preference expressed by a majority of our shareholders. In 2020,2023, the shareholders overwhelmingly approved the Company’s executive compensation (saySay on pay)Pay with 86%91% of votes cast in support. Consequently, the Company’s 20212024 compensation policies and decisions are consistent with the policies and decision-making criteria used last year. Please see the section below entitled “Executive Compensation Program — What are the compensation levels for 2021?2024?” for additional information regarding the compensation decisions made this year. Executive Compensation Program What are the objectives of our executive compensation program? The principleprincipal objectives of our executive compensation program are to sustain ourmaintain and motivate a strong talent pool by: Rewarding performance without encouraging inappropriate or excessive risk taking.
| • | | Rewarding accountable and superior performance without encouraging inappropriate or excessive risk taking. |
Aligning executives’ interests with shareholders’ interests.
| • | | Aligning executives’ interests with long-term shareholders’ interests. |
Attracting, retaining and motivating talented executive leadership through programs that consider, but are not determined by, market practice.
| • | | Attracting, retaining and motivating talented executive leadership through programs that consider, but are not determined by, market practice. |
What are the key elements of our 20202023 executive compensation program? The key elements for our NEOs’ 20202023 compensation as set by the Committee in March 2020,the first quarter of 2023, including those elements that are set annually (noted with asterisk (*)) as to each NEO, are indicated in the following table. Each of these elements is discussed in more detail in this CD&A. Additional discussion and related compensation amounts for these elements are included in other tables in the Executive Compensation section of this proxy statement with the related table and/or discussion identified in the right-hand column below. After setting its compensation plans in March 2020, the impact of the COVID-19 pandemic resulted in the annual incentive plan becoming unachievable and made the original financial goals of the 2020-2022 long-term performance award plan unachievable. Forecasting financial performance for the year became difficult given the uncertain and rapidly shifting consumer demand environment. As a result, the Committee, at the end of the second quarter, approved a short-term incentive plan applicable to the second half of the year and approved a modification of the goals (but not the eligible participants, award size or metrics) in the 2020-2022 long-term incentive award plan. The Committee took these actions in order to motivate and retain our valuable talent that would be critical to driving our
Caleres | 2021 Proxy Statement 31
recovery from the pandemic crisis. The 2020 short-term incentive plan and 2020-2022 long-term incentive plan are discussed in more detail in the Section below entitled — How did the Committee set the NEOs’ compensation for 2020?
| | | | | | | Compensation Element | | Primary Purpose | | Key Features | | Cross-Reference to Other Compensation Tables | Base Salary* | | Fixed level of cash compensation for performing executive responsibilities. | | To be commensurate with experience and level of responsibility, based on consideration of industry peer group median data, with adjustments for individual performance, executive’s expected and/or proven responsibility for contributing to our performance and overall market competitiveness. | | Summary Compensation Table | Annual Incentive Plan Award* | | Reward both short-term financial performance and operating performance of individual business units consistent with strategic objectives. | | Target cash award opportunity based on a percent of salary, with payment based on fiscal year performance compared to a range of pre-established performance levels. Minimum Adjusted EPS is required, and the maximum payout opportunity is 200% of the target cash award value (subject to the Committee’s right to reduce based on individual performance). Subject to forfeiture if violation of Code of Business Conduct. | | Summary Compensation Table and Grants of Plan-Based Awards Table |
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| | | | | | | Compensation Element | | Primary Purpose | | Key Features | | Cross-Reference to Other Compensation Tables | Long-Term Performance Award* | | Encourage continued high level, long-term performance and retention of talent. | | Performance awards payable in cash and/or shares using pre-established metrics and a range of potential payout opportunities based on a three-year performance and vesting period, consisting of three separate annual performance periods and a cumulative performance period based on achievement of individual objectives. Minimum Adjusted EPS for each performance period is required, and maximum payout opportunity is 200% of the target award (s) granted. Subject to clawback in the case of restatement due to malfeasance. | | Summary Compensation Table; Grants of Plan-Based Awards Table; and Outstanding Equity Awards at Fiscal Year-End Table | Equity Awards* | | Align executive management interests with those of shareholders and encourage retention. | | Restricted stock with graded vesting (typically a portion50% after 2 years and the remaining 50% after 3 years) based on service. | | Summary
Compensation Table;
Grants of Plan-Based
Awards Table; and
Outstanding Equity
Awards at Fiscal
Year-End Table | Pension Benefits and Deferral Plans | | Attract and retain highly compensated executives by providing post-employment replacement income and tax-efficient savings opportunities. | | Participation in pension and savings plans on same terms as all employees, participation in a supplemental executive retirement plan for select employees, and opportunity to defer current compensation through 401(k) savings plan and deferred compensation plan and participation in a nonqualified 401(k) restorative benefits plan. | | Summary
Compensation Table
and Retirement Plans -
Pension Benefits Table
and Non-Qualified
Deferred Compensation
Table |
32 Caleres | 2021 Proxy Statement
Does the Committee use a compensation consultant? The Committee has retained Meridian Compensation Partners LLC (“Meridian”) to serve as the Committee’s independent compensation consultant. Among other matters, Meridian advises the Committee regarding: Executive compensation practices and trends.
| • | | Executive compensation practices and trends. |
Best practices regarding short-term and long-term incentive plan design.
| • | | Best practices regarding short-term and long-term incentive plan design. |
The appropriate mix and amounts for compensation elements to achieve Company objectives.
| • | | The appropriate mix and amounts for compensation elements to achieve Company objectives. |
Shareholder perspectives and concerns related to executive compensation and Say on Pay recommendations.
| • | | Shareholder perspectives and concerns related to executive compensation and Say on Pay recommendations. |
Selecting the appropriate peer group and development of peer group data.
| • | | Selecting the appropriate peer group and development of peer group program design and pay level data. |
Compensation market values as a result of a detailed market study for key senior executives.
| • | | Compensation market values as a result of a detailed market study for key senior executives. |
| • | | Technical developments and regulatory requirements impacting executive pay. |
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What is the role of management in determining compensation? Our Chief Executive Officer assists the Committee by making compensation recommendations for a group of senior executives, including the other NEOs, after discussion with our Senior Vice President, and Chief Human Resources Officer. The Chief Executive Officer’s recommended levels for base salary, annual incentive plan target awards, long-term performance awards and equity grants are provided to the Committee. In addition, the Chief Executive Officer provides his or her perspective on the relative performance and contributions of the other NEOs to the Committee. Based on our business plan and prior year performance, management develops the performance metrics, plan goals, and range of performance and payout levels to be used for our annual incentive plan awards and long-term performance awards and provides this information to the Committee for its review and approval. Both our Chief Executive Officer and Senior Vice President, and Chief Human Resources Officer are present at the Committee’s first meeting of each year to discuss individual performance and contributions, how the Committee’s determinations can support strategic goals, and other issues of concern to the Committee. The Committee discusses these recommendations with the Chief Executive Officer and also meets in executive session. The Committee generally gives considerable weight to management’s recommendations but exercises its independent discretion to accept, reject or modify these recommendations. Who evaluates the Chief Executive Officer’s performance? Our Governance and Nominating Committee is responsible for evaluating our Chief Executive Officer’s performance and utilizes a formal evaluation process administered by the Senior Vice President, and Chief Human Resources Officer. This performance appraisal considers the Chief Executive Officer’s performance in the areas of organizational leadership, financial results, and board governance and includes a survey of all members of the board. When evaluating the Chief Executive Officer’s performance, the Governance and Nominating Committee meets in executive session without management present although other non-management members of the board are invited to participate in that committee’s meeting. Subject to the Governance and Nominating Committee’s evaluation, the Committee reviews and determines the Chief Executive Officer’s compensation in executive session. What is the Committee’s process for setting executive compensation? The Committee sets annual levels of the key compensation elements for the NEOs at the firstits March meeting of each year when prior year financial results are known. However, consideration of peer practices and trend development, analysis of our programs and outcomes, and discussion of possible program changes begin several months earlier. Also, throughout the year, the Committee reviews the overall structure and elements of compensation. The Committee utilizes a variety of information resources in fulfilling its responsibilities to determine appropriate executive compensation with most information provided by the Company’s Senior Vice President, and Chief Human Resources Officer. As requested by the Committee or as otherwise deemed appropriate to support the Committee in carrying out its responsibilities, the Committee also receives advice from its compensation consultant and utilizes other published compensation data. In connection with the firstMarch meeting of each year, management furnishes to the Committee suggested compensation for each of the NEOs. Historical information, including with respect to salary Caleres | 2021 Proxy Statement 33
and equity award grants, total shares subject to outstanding awards, spread value on unvested options, market value of outstanding restricted stock and current stock ownership for the NEOs is also available if requested.provided. Peer group median data and the range of recommended compensation from the peer group median are also provided. The Committee generally considers the following factors when establishing the annual levels for the compensation elements: For each NEO: prior years’ compensation levels; demonstrated leadership skills; prior year performance, including accomplishment of strategic objectives and personal contributions (based upon management reports); scope of responsibilities; internal pay relativity; long-term career goals; impact on the organization now and in the future, and, if applicable, anticipated retirement.
| • | | For each NEO: prior years’ compensation levels; demonstrated leadership skills; prior year performance, including accomplishment of strategic objectives and personal contributions (based upon management reports); scope of responsibilities; internal pay relativity; long-term career goals; impact on the organization now and in the future, and, if applicable, anticipated retirement. |
For the NEOs as a group: internal pay equity among the executive group with each NEO to have a significant portion of compensation be variable “at risk” pay tied to both short-term and long term performance-based incentives, and with a greater percentage of compensation being at risk as scope of responsibilities increase.Caleres | 2024 Proxy Statement 35
| • | | For the NEOs as a group: internal pay equity among the executive group with each NEO to have a significant portion of compensation be variable “at risk” pay tied to both short-term and long term performance-based incentives, and with a greater percentage of compensation being at risk as scope of responsibilities increase. |
Peer group data at the median level compared to the current market value of each key element and the total package value (as described below). The Committee commissions a market study every year which also includes our relative performance compared to peers on a variety of metrics.
| • | | Peer group data at the median level compared to the current market value of each key element and the total package value (as described below). The Committee commissions an annual, comprehensive market study which also includes our relative performance compared to peers on a variety of metrics. |
Prior year Company financial performance and current stock price.
| • | | Prior year Company financial performance and current stock price. |
Number of shares available for grant under our incentive plan, a calculation of the current run rate for equity grants and the total “overhang” based on outstanding awards and dilution that would result from proposed awards.
| • | | Number of shares available for grant under our incentive plan, a calculation of the current run rate for equity grants and the total “overhang” based on outstanding awards and dilution that would result from proposed awards. |
The Company’s strategic direction and financial position, current year budget and projections.
| • | | The Company’s strategic direction and financial position, current year budget and projections. |
Potential risk of the proposed award program.
| • | | Potential risk of the proposed award program. |
External factors, such as market conditions for a particular job or skill set or known changes in compensation practices of our competitors for talent.
| • | | External factors, such as market conditions for a particular job or skill set or known changes in compensation practices of our competitors for talent. |
The need to retain the Company’s key employees.
| • | | The need to retain the Company’s key employees. |
Our Chief Executive Officer’s recommendations and performance ratings.
| • | | Our Chief Executive Officer’s recommendations and performance ratings. |
In considering these factors, the Committee’s deliberations are necessarily fact specific and situational. There is no established formula for weighting these factors, some of which are intangible and not readily quantifiable. Nor does the Committee use a pre-established priority for these factors. Depending on the year or the individual, the Committee may find certain factors more significant than others. As a group, however, they provide necessary context and perspective for developing a compensation program that is aligned with our business objectives and provide the right performance incentives. For performance-based compensation elements, such as our annual incentive plan awards and long-term performance awards, the Committee reviews the performance metrics to be used as well as the plan goal and minimum and maximum levels used to establish the range of potential payouts. Although the Committee considers the performance goal levels within management’s operating plan, its focus in reviewing recommendations for annual incentive plan awards and long-term performance awards is to set performance levels that it believes promote Company growth without sacrificing quality of earnings. The Committee also considers both the metrics selected and plan goal levels as significant measures of executive efforts in managing the Company consistent with its business strategy and operating plans and in the best interests of shareholders. How does the Company manage risk through its compensation program? We believe that our compensation program discourages our employees, including our executives, from taking risks to achieve short-term benefits at the expense of long-term performance goals because our compensation program: | • | | Provides a mix of fixed compensation (e.g., salary) versus variable or “at risk” compensation, as well as cash versus equity incentives. |
Provides a mix of fixed compensation (e.g., salary) versus variable or “at risk” compensation, as well as cash versus equity incentives.
| • | | Strikes a balance between the use of short-term incentives and longer-term incentives, each with appropriate performance metrics. |
| • | | Aligns executive management’s interests with those of our shareholders. |
| • | | Uses incentives that are consistent with our short-term and longer-term strategic initiatives and that incorporate caps on payouts (generally 200% of target). |
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Strikes a balance between the use of short-term incentives and longer-term incentives, each with appropriate performance metrics.
| • | | Uses multi-year performance vesting with respect to long-term performance awards and multi-year time vesting, which requires long-term commitment on the part of our executives. |
Aligns executive management’s interests with those of our shareholders.
| • | | Contains forfeiture provisions that apply if the Committee determines that the NEO has violated our Code of Business Conduct or engaged in gross misconduct. |
Uses incentives that are consistent with our short-term and longer-term strategic initiatives and that incorporate caps on payouts (generally 200% of target).
| • | | Grants to the Committee the right to exercise negative discretion to reduce annual incentive award payouts and long-term performance award payouts based on the quality of the Company’s earnings. |
Uses multi-year performance vesting with respect to long-term performance awards and multi-year time vesting, which requires long-term commitment on the part of our executives.
| • | | Includes a compensation recoupment policy in accordance with New York Stock Exchange requirements that requires repayment of executive compensation in the event of a restatement and also includes a clawback provision in long-term performance awards as a risk mitigator, providing that the Committee may require that any holder of a long-term performance award whose malfeasance contributed to a restatement return any proceeds from the award. |
Contains forfeiture provisions that apply if the Committee determines that the NEO has violated our Code of Business Conduct or engaged in gross misconduct.
Grants to the Committee the right to exercise negative discretion to reduce annual incentive award payouts and long-term performance award payouts based on the quality of the Company’s earnings.
Includes a clawback provision in long-term performance awards as a risk mitigator, providing that the Committee may require that any holder of a long-term performance award whose malfeasance contributed to a restatement return any proceeds from the award.
Includes executive stock ownership guidelines.
| • | | Includes executive stock ownership guidelines. |
How did the Committee set the NEOs’ compensation for 2020?2023? Overview. To develop compensation packages for the NEOs for 2020,2023, the Committee considered current and long-term compensation and used a market valuation analysis to review those elements that it reviews annually, namely the base salary, annual incentive plan award, long-term performance award, and equity award.awards. While neither management’s recommendations nor the Committee’s determinations are based on a specified pay mix allocation, the final pay mix approved for an individual executive and for the group is consistent with our objectives. To the extent the Committee considered peer group data when setting 20202023 compensation, the Committee reviewed the data available for comparable positions at such peer companies for each of the NEOs. Fiscal 20202023 Compensation Analysis.The Committee used competitive market data to enable comparison with peer group data and to assess relative compensation levels among key executives. The total target compensation level (which includes base salary at the approved annual level and the market value of other elements) for the Company’s NEOs was 1%slightly below market median. Compensation Mix in 2020.2023. Based on the target market valuations used by the Committee and the key compensation elements set forth in the preceding table, the following charts show percentage allocations for Ms. Sullivan,Mr. Schmidt, our ChairmanPresident and Chief Executive Officer, and the average of the remaining NEOs at 2023 year-end, based on the particular compensation element. These charts facilitate a quick review of whether the allocations are consistent with the Committee’s objectives, such as by considering the annual/short-term versus long-term allocation, cash versus equity split, and fixed (salary) versus variable or “at risk” (annual incentive plan awards, long-term performance awards and equity awards). This data also reflects that the most senior executives with the greatest scope of job responsibilities have an increasing percentage of compensation that is performance-based rather than fixed, with base salary representing no more than 35%34%, on average, of the assumed total target compensation opportunity for any NEO. Caleres | 2021 Proxy Statement 35
Base Salary.In March 2020,2023, the Committee decided not to increase the base salaries of some of our NEOs and certain other executives. Adjustments to NEOs’Mr. Edwards and Mr. Friedman received an increase in base salaries are determined on an individual basis. By comparison, thesalary as a market Caleres | 2024 Proxy Statement 37
adjustment consistent with their roles. The overall average annual increase to base salaries throughout the Company in 20202023 was also 0% as a result of the pandemic. In addition, our NEOs received a 20% reduction in their base salaries from April through August due to the pandemic, consistent with the reductions made throughout the Company. Mr. Schmidt received an increase of $60,000 to his base salary in connection with his promotion to President of the Company.3%. Annual Incentive Plan Award.The annual incentive plan award is based upon a percentage of base salary. Based upon peer data presented to the Committee, the Committee determined that the annual incentive plan target award percentages for the NEOs were within 8% ofgenerally consistent with the peer median percentage of salary. In general, the Company has a consolidated plan for functional areas that are not directly revenue producing and plans for revenue producing divisions or business units. For all plans, we use interpolation to determine the exact payout percentage; as a result, there are multiple combinations of the metrics that could result in payment of 100% of the target award. The Committee included a forfeiture condition, which provides that the annual incentive award will be forfeitable if the Committee determines that the NEO has violated our Code of Business Conduct or engaged in gross misconduct. In addition, the Committee has retained negative discretion to reduce any award payout based on individual performance or other reasons, including the quality of earnings. Consolidated Plan For the consolidated plan, the Committee used Adjusted EPS (which is defined as consolidated diluted earnings per share, as adjusted for special charges and recoveries as determined by the Committee) as the primary metric. The Committee uses Adjusted EPS because the Committee believes it is the performance measure most closely followed by shareholders and is a good indicator of annual operating performance for our industry. By allowing adjustments for special charges and recoveries, the Committee recognizes that certain items that are not indicative of the Company’s core operating results should be excluded for purposes of determining compensation. The second metric for the consolidated plan is Adjusted Return onNet Sales (which is defined as operating earnings, as adjusted for special charges and recoveries as determined by the Committee, as a percent of net sales) which acts as an inflator or deflator. This secondary metric was selected because it is a commonly used metric for profitability and shareholder returns. The consolidated plan includes a minimum levelslevel of achievement for Adjusted EPS and the acceleration or deceleration of the Adjusted Return onNet Sales. The following table provides information about the range of performance levels for the annual incentive plan awards for the NEOs in the consolidated plan approved by the Committee in March 2020:2023: Annual Consolidated Incentive Plan for 2020 2023(1) | | | | | | | | Award Payout Percentage Adjusted Return on Sales | | | | | | Award Payout Percentage Adjusted Net Sales | | | Adjusted EPS | | | Adjusted EPS Performance as a % of Plan Goal | | 3.70% | | 4.11% (Plan Goal) | | 4.40% | | | Adjusted EPS | | Adjusted EPS Performance as a % of Plan Goal | | $2,968 | | $3,006 (Plan Goal) | | $3,068 | | Minimum Adjusted EPS Performance | | $ | 1.98 | | | | 90 | % | | 50 | % | | 66 | % | | 75 | % | Minimum Adjusted EPS Performance | | | $4.00 | | 50% | | 50% | | 65% | | 80% | | Adjusted EPS to Receive 100% Payout | | Adjusted EPS to Receive 100% Payout | | $ | 2.20 | | | | 100 | % | | 84 | % | | 100 | % | | 109 | % | | $4.30 | | 100% | | 90% | | 100% | | 125% | | Adjusted EPS to Receive Maximum Payout | | $ | 2.40 | | | | 109 | % | | 175 | % | | 191 | % | | 200 | % | Adjusted EPS to Receive Maximum Payout | | | $5.00 | | 200% | | 200% | | 200% | | 200% | | Actual 2020 Adjusted EPS(2) | | $ | (1.40 | ) | | | (63 | )% | | | — | | | | — | | | | — | | Actual 2023 Adjusted EPS(2) | | Actual 2023 Adjusted EPS(2) | | | $4.18 | | 74% | | — | | — | | — |
(1) | Applicable to all NEOs.Messrs. Schmidt and Calandra and Ms. Sullivan. |
(2) | In March 2021,2024, management presented its calculation of 20202023 Adjusted EPS ($1.40)4.18) and Adjusted Return onNet Sales (3.1%)($2,817.3m). Based upon these calculations the Committee determined that the 2020 annual consolidated incentive plan2023 Annual Consolidated Incentive Plan payout was at 0.0%74%. |
Division Plans For the revenue producing units’ plans, the Committee approved using Adjusted Operating Earnings (“Adjusted OE”) (which is defined as operating earnings, as adjusted for special charges and recoveries as determined by the Committee) as the primary metric. By allowing adjustments for special charges and recoveries, the Committee recognized that certain items that are not indicative of the business units’ core operating results should be excluded 3638 Caleres | 20212024 Proxy Statement
excluded for purposes of determining compensation. The second metric for the divisional plans is Adjusted Return onNet Sales. The Committee views the combination of operating earnings and return onnet sales performance as meaningful measures of the divisions’ contributions to the Company.Company’s overall performance and sustained profitability. To ensure further alignment between individual revenue producing units and the Company, the annual incentive payout for division presidents are weighted 70%60% for the applicable division’s performance and 30%40% for the Company’s consolidated performance. The divisional plans include a minimum levelslevel of achievement on Adjusted Operating EarningsOE and Adjusted Return onthe acceleration or deceleration of Net Sales in order to pay out. In light of the rapid onset of the COVID-19 pandemic after the Committee approved the annual incentive plan design and the goals for the consolidated plan, management did not set the specific threshold and target goals for the division plans. As it became clear that the uncertainty of the rapidly changing business environment brought on by the pandemic made forecasting operating results for the full year exceedingly difficult, and that the annual incentive plans approved by the Committee were unachievable given the scale of the impact of the pandemic in the first and second quarters of the year, the Committee elected to instead implement a one time, short term incentive plan for the second half of 2020 in order to incentivize the performance necessary for the Company to accelerate its climb back from the initial impacts of the pandemic.
Second Half of 2020 Short-Term Incentive Plan.
At the end of the second fiscal quarter, the Committee approved a one-time, short-term incentive plan to incent and motivate those associates eligible to participate in the Annual Famous Footwear Incentive Plan to meet the continuing challenges created by the pandemic and to deliver solid financial performance for the remainder of the year as the Company continued its progression out of the financial impacts of the first half of the year. Under the short- term incentive plan, eligible associates were entitled to receive a bonus payment equal to 20% of their annual incentive plan target (as a percentage of base salary) if the Company achieved a single metric of at least $0.04 in adjusted EPS2023(1)
| | | | | | | | | | | | | | | | | Award Payout Percentage if Net Sales is: | | | Adjusted OE (millions) | | Adjusted OE Performance as a % of Plan Goal | | $1,682.40 (97% of Plan Goal) | | $1,734.40 (Plan Goal) | | $1,800.0 or More (103.8% or More of Plan Goal) | | | | | | | Minimum Adjusted OE Performance | | $170.0 | | 50% | | 50% | | 70% | | 100% | | | | | | | Adjusted OE to Receive 100% Payout | | $185.0 | | 100% | | 85% | | 100% | | 182% | | | | | | | Adjusted OE to Receive Maximum Payout | | $200.0 | | 200% | | 200% | | 200% | | 0% | | | | | | | Actual 2023 Adjusted OE(2) | | $125.2 | | 0% | | — | | — | | — |
(1) | Applicable to Mr. Edwards. |
(2) | In March 2024, management presented its calculation of Adjusted OE ($125.2 million) and Net Sales ($1,609.4 million). Based upon these calculations the Committee determined that the 2023 Annual Famous Footwear Incentive Plan payout was 0%. |
Annual Total Brand Portfolio Incentive Plan for the second half of 2020. The Committee chose $0.04 after consideration of a number of scenarios based on a combination of management projections and third-party market analyses. The Company earned adjusted EPS of $0.51 for the second half of 2020 and as a result, on February 10, 2021, the Committee determined that the short-term incentive plan goal had been achieved and the plan paid out.2023(1)
| | | | | | | | | | | | | | | | | Award Payout Percentage if Net Sales is: | | | Adjusted OE (millions) | | Adjusted OE Performance as a % of Plan Goal | | $1,215.2 (97% of Plan Goal) | | $1,252.8 (Plan Goal) | | $1,315.4 More (105% or More of Plan Goal) | | | | | | | Minimum Adjusted OE Performance | | $120.9 | | 50% | | 50% | | 65% | | 80% | | | | | | | Adjusted OE to Receive 100% Payout | | $134.3 | | 100% | | 90% | | 100% | | 120% | | | | | | | Adjusted OE to Receive Maximum Payout | | $147.8 | | 200% | | 200% | | 200% | | 200% | | | | | | | Actual 2023 Adjusted OE(2) | | $147.7 | | 199% | | — | | — | | — |
(1) | Applicable to Mr. Friedman. |
(2) | In March 2024, management presented its calculation of Adjusted OE ($147.7 million) and Net Sales ($1,206.6 million). Based upon this calculation the Committee determined that the 2023 Annual Total Brand Portfolio Incentive Plan payout was at 199%. |
Discretionary Bonus.The Committee retains discretion to award bonuses to reward unique performance and to recognize specific individual achievement and contributions to the success of the Company. The Committee did not award any such bonuses to any of the NEOs for 2020.2023.
Caleres | 2024 Proxy Statement 39
Long-Term Compensation. Process for Determining Long-termLong-Term Compensation. TheIn March 2023, the Committee determined the target value of Ms. Sullivan’s 2020Mr. Schmidt’s 2023 long-term compensation would be allocated 55%50% to long-term performance awards and 45%50% to restricted stock awards. This determination was made by considering peer group market data, Ms. Sullivan’sMr. Schmidt’s experience, and expertise and Company performance. The Committee determined that the target value of the long-term compensation of the NEOs other than Ms. SullivanMr. Schmidt would be allocated 55%approximately 50% to long-term performance awards and 45%50% to restricted stock awards. The Committee set target long-term compensation levels for the other NEOs as a percentage of Ms. Sullivan’sMr. Schmidt’s target level with consideration given to external market data for these roles and to achieving internal pay equity among this group. Long-Term Performance Award.Award. In March 2020,2023, the Committee conditionally approved the design of a long-term incentive plan (“LTIP”) for 2020-2022.2023-2025. Under that design, the Committee determined that the target value of the LTIP awards for each NEO would be comprised of performance shares.payable in stock up to target achievement and cash above target achievement, in order to conserve shares available for future awards under the 2022 Plan. The performance sharesawards granted to each NEO would be subject to satisfying two (2)the Committee-approved performance metricsmetric (i.e., Adjusted Consolidated EPSEPS) with Net Sales acting as an award modifier for each of the periods of fiscal 2023, 2024, and Adjusted EBITDA as a percent of Net Assets over the performance period (2020-2022).2025. The Committee believes the EBITDA as a percent of Net AssetsSales metric over the performance period is appropriate to ensure management remains focused on capital managementgrowth strategies and Adjusted EPS is the appropriate metric to focus on sustained profitability. The Committee believes the relative difficulty of achieving the performance levels above target represents a significant stretch in performance for the NEOs and as such should yield commensurate financial rewards. The plan Caleres | 2021 Proxy Statement 37
is divided into four (4) distinct measurement periods, three (3) based on annual financial performance and one period based on individual achievement of strategic initiatives over the cumulative period of the award. If any one year of the performance period’s financial goals are achieved, that amount is earned and “banked” for payment at the end of the three yearthree-year period, assuming the service period is met. To receive payment under the LTIP, NEOs must be employed by the Company at the time of payout. The value of each measurement period is equal to 25% for each annual financial period and 25% for the cumulative period based on achievement of individual strategic initiatives. The threshold payout opportunity was set at 30% and the maximum opportunity at 200%. This reflects the practices of our peer group and provides a robust incentive to our executives in keeping with the challenging long-term financial objectives set by the Committee. The Committee approved a payout range if the Company’s Adjusted EPS performance was within an approximate range of 85% to 135% of the established goal for Adjusted EPS for each performance period, in recognition of the difficulty of forecasting long-term. Depending on Adjusted EBITDANet Sales performance, the payout rate could be adjusted up by 35% and down by 15%, but in no instance greater than 200% of target. If achieved performance is less than 85% of the established target goal for Adjusted EPS, the NEOs would receive no payout under the performance awards. The Company uses interpolation to determine the exact payout percentage. As a result, there are multiple combinations of the metrics that could result in payment of the maximum award. A three-year performance period was used so that the NEOs would have overlapping performance awards (i.e., a new performance period starts at the beginning of our fiscal year). Additionally, this long-term award serves to attract, retain, and motivate our executives to build shareholder value over the life of the award and provides retentive value over the term of the award. The awards also include a clawbackclaw-back provision as a risk mitigator, providing that the Committee may require that any recipient of a long-term performance award whose malfeasance contributed to a restatement return any proceeds from the award. The Committee also retains the right to exercise negative discretion to reduce any award payout based on the quality of the Company’s earnings. When these goals were conditionally set, the Committee believed they would be difficult to meet and would require concentrated and sustained focus by the NEOs to improve earnings and drive growth. The Committee set the performance goal levels for this award after considering, and primarily based upon, the Company’s multi-year business plan prior to the onset of the pandemic.
Due to the profound financial impact of the COVID-19 pandemic shortly after the 2020-2022 LTIP was conditionally approved, it became clear that the 2020-2022 LTIP would not serve its intended retentive and motivational purposes and that forecasting multi-year, long term business results was not practical in the uncertain and rapidly evolving business and consumer environments. At the end of the second quarter, the Committee approved a modification to the 2020-2022 LTIP such that the first financial performance period of the award was revised and is based on the second half of 2020 (instead of the full fiscal year) and the financial goals for the second and third financial performance periods of 2021 and 2022, respectively, would be set by the Committee in March of each of those years. The fourth measurement period based on individual achievement of strategic initiatives remained the same. The participants, size of the awards and metrics of Adjusted EPS and Adjusted EBITDA as a percent of Net Assets also remained unchanged.
Restricted Stock Awards.Awards. In March 2020,2023, we granted restricted stock awards to our NEOs with service-based graded vesting, 50% at year 2 and 50% at year 3. The Committee determined that grant levels for the NEOs (other 40 Caleres | 2024 Proxy Statement
than the Chief Executive Officer) are on average, approximately 20.7%20% of the Chief Executive Officer’s grant level. The Committee based the amount of equity awards granted on a 6-month60-day average share price rather than the current share price at the time of grant because the Committee believes this mitigates the fluctuation in the Company’s stockshare price. The Committee approved restricted stock grants for the NEOs in 20202023 in amounts that had a current market value that was approximately equal to 45%50% of the total long-term compensation opportunity granted. Prior to vesting, the holder of restricted stock receives dividends on those shares and has voting rights. Mr. Schmidt received a restricted stock award of 95,000 shares in connection with his promotion to President of the Company. One of our NEOs, Mr. Hannah, has outstanding stock options in connection with prior grants (see table of Outstanding Equity Awards at Fiscal Year-End).No stock options were awarded to NEOs in 2020.2023.
38 Caleres | 2021 Proxy Statement
Individual Awards.Awards. From time to time the Committee exercises its discretion to grant incentive awards to individual NEOs for the achievement of certain goals or to reward outstanding performance. In 2020, the CommitteeNo such awards were granted Mr. Hannah an award of 25,000 shares of restricted stock with service-based graded vesting, 50% at year 2 and 50% at year 3, in recognition of his leadership and execution of our financial strategies during the pandemic.2023. Was there a payout on the 20182021 long-term performance awards, which had a performance period ending with 2020?2023? No.Yes. The 20182021 long-term performance awards, which had a performance period of 20182021 to 2020,2023, used annual and cumulative Adjusted EPS as the primary metric and Net Sales Growth as the secondary metric. The minimum Adjusted EPScumulative component of the award was set as individual strategic initiatives of our NEOs for the cumulative award component was set at $7.47, with different payout rates based on a range of Sales Growth. For thisthree-year performance period, cumulative Adjusted EPS was $2.91 and Sales Growth was (11.9)%.period. As described above, if any one year of the performance period’s financial goals are achieved, that amount is earned and “banked” for payment at the end of the three yearthree-year period, assuming the service period is met, and the value of each measurement period is equal to 25% for each annual period and 25% for the cumulative period. For this performance periodaward, the plan paid out at 0%,a total weighted percent of 166% with all periodsthe 2021 period achieving 0%200% of target, the 2022 period achieving 200% of target, the 2023 period achieving 114% of target and the cumulative period achieving an overall rating of 150% of target.
The following tables show the Threshold, Target and Maximum Adjusted EPS goals and the Net Sales amounts that act as modifiers for this award for each financial performance period. This plan was approved in March 2021, with the financial targets set for one performance period, 2021, in response to the ongoing impact of COVID 19. The 2022 and 2023 financial targets were approved by the Committee in March 2022. The NEOs’ cumulative strategic initiatives were set in 2021 and varied by NEO, but were directed towards those operational, financial and strategic actions that would ensure the Company managed through the pandemic and positioned itself for strong growth and profitability during and after the return to more normalized business conditions. At the conclusion of the three-year performance period, assessment of the degree to which the initiatives were achieved was based upon self-assessments performed by each NEO and actual results, which for this award included significant margin expansion and a structural change in the earnings power of the Company resulting in two consecutive years of record earnings for the Company. With input from Ms. Sullivan,Mr. Schmidt assessed the achievement of initiatives of his direct reports, Ms. Sullivan assessed Mr. Schmidt’s initiatives and Mr. Klein assessed achievement of Ms. Sullivan’s initiatives. 2021 Performance Measurement | | | | | | | | | | | | | | | | | Payout | | | | | EPS | | | Net Sales | | | Award Modifier | | | | | | | Maximum | | | 200 | % | | | $2.00 | | | | 2,698.6 | | | | 135 | % | | | | | | Target | | | 100 | % | | | $1.35 | | | | 2,543.2 | | | | 100 | % | | | | | | Threshold | | | 30 | % | | | $1.00 | | | | 2,316.5 | | | | 85 | % | | | | | | | | | 0 | % | | | <$1.00 | | | | | | | | | | | | | | | Actual | | | | | | | $4.20 | | | | 2,778.0 | | | | 200 | % |
Caleres | 2024 Proxy Statement 41
2022 Performance Measurement | | | | | | | | | | | | | | | | | Payout | | | | | EPS | | | Net Sales | | | Award Modifier | | | | | | | Maximum | | | 200 | % | | | $4.70 | | | | 2,900.0 | | | | 135 | % | | | | | | Target | | | 100 | % | | | $3.85 | | | | 2,750.0 | | | | 100 | % | | | | | | Threshold | | | 30 | % | | | $3.00 | | | | 2,650.0 | | | | 85 | % | | | | | | | | | 0 | % | | | <$3.00 | | | | | | | | | | | | | | | Actual | | | | | | | $4.52 | | | | 2,968.0 | | | | 200 | % |
2023 Performance Measurement | | | | | | | | | | | | | | | | | Payout | | | | | EPS | | | Net Sales | | | Award Modifier | | | | | | | Maximum | | | 200 | % | | | $4.90 | | | | 3,000.0 | | | | 135 | % | | | | | | Target | | | 100 | % | | | $4.00 | | | | 2,850.0 | | | | 100 | % | | | | | | Threshold | | | 30 | % | | | $3.15 | | | | 2,750.0 | | | | 85 | % | | | | | | | | | 0 | % | | | <$3.15 | | | | | | | | | | | | | | | Actual | | | | | | | $4.18 | | | | 2,817.0 | | | | 114 | % |
How does the Company provide NEOs with post-retirement income replacement? To attract and retain employees, including NEOs, the Company maintains several plans that provide post-employment benefits: Pension Plan.Plan. We offer a broad-based tax-qualified defined benefit pension plan (the “Pension Plan”). Our hourly associates earn a pension benefit using a flat dollar rate and years of service ($40 per month x years of service, up to 30 total years). For all salaried associates, Pension Plan benefits were frozen on December 31, 2018, with future retirement benefits to be earned through a 401(k) plan, for all salaried associates, unless the salaried associates met certain grandfathering criteria on December 31, 2018. Salaried associates who were participants in the Pension Plan and were at least age 55 with 10 years of service, or age 60 with 5 years of service as of December 31, 2018, are considered grandfathered. Grandfathered employees continue to earn benefits under the Pension Plan formula in effect prior to December 31, 2018. Of our NEOs, Ms. Sullivan, Mr. Schmidt, and Mr. Friedman are grandfathered. Supplemental Executive Retirement Plan.Ms. Sullivan Mr.and Messrs. Schmidt and Mr. Friedman are grandfathered participants in our Supplemental Executive Retirement Program (“SERP”), a plan with a limited number of participants. The SERP has two separate benefit components. The Executive portion of the SERP (“Executive SERP”) applies to Ms. Sullivan and the Restorative portion of the Plan applies to Messrs. Schmidt and Friedman. The Executive SERP provides an enhanced benefit and is frozen. The SERP is a non-qualified retirement plan that allows the participant to receive retirement benefits on the full amount of his or her income, including the portion of income that exceeds the limitations in the Internal Revenue Code for tax-qualified defined benefit pension plans. The five-year vesting requirement supports the retention objective of our program. The SERP has change in control provisions that provide for an enhanced benefit, with payout of the present value of the current accrued benefit within 30 days of a change in control, without regard to vesting restrictions. These provisions are intended to reassure executives that they will receive expected amounts of non-qualified deferred compensation that are payable out of general assets and which may be a substantial portion of the executive’s expected retirement income. We believe that change in control provisions are beneficial because they keep the executive focused and have particular significance for the SERP because it is an unfunded plan. For the SERP, the change-in-control provision results in enhanced retirement benefits. For further details on the SERP, see the discussion under “Executive Compensation — Retirement Plans — Supplemental Executive Retirement Plan (SERP)” below.
42 Caleres | 2024 Proxy Statement
401(k) Savings Plan.All of our salaried employees are eligible to participate in the Caleres, Inc. 401(k) Plan, and we consider this to be a basic benefit. The Company partially matches employee contributions up to 50% of 6% of salary;associates’ contributions; provides a core contribution of 1.5% of salary and a discretionary profit sharing contribution of up to 2% of salary. Matching contributions, core contributions and profit sharing contribution are not available to the employee until termination or retirement. Grandfathered participants in the Pension Plan are eligible to receive the matching and profit-sharing contributions, but not the core contribution. Caleres, Inc. Nonqualified Restoration Plan. This non-qualified retirement plan is provided for certain key executives designated by the Committee as a retention benefit for that executive talent. Under the plan, participants receive retirement benefits on the full amount of his or her income, including the portion of income that exceeds the limitations in the Internal Revenue Code for tax-qualified defined contribution Caleres, Inc. 401(k) Plan. The plan has a three-year vesting requirement which supports the retention objective of our program. All of our NEOs, with the exception of Ms. Sullivan, participate in this plan. Under the plan, the Company credits each participant with a discretionary amount based on lost 401(k) matching due to income limitations. To qualify for this credit to a deferred compensation account, the participant must maximize their 401(k) contributions in the year. The plan essentially operates as an unfunded, tax-deferred personal savings account. For further details on the Caleres, Inc. Nonqualified Restoration Plan, see the “All Other Compensation” column in the Summary Compensation Table and the Non-Qualified Deferred Compensation Table. Deferred Compensation Plan.The Company offers a non-qualified deferred compensation plan for a select group of employees, and the Committee has authorized deferral of up to 50% of base salary and up to 100% of annual incentive plan awards. The Company does not match or contribute to this plan, which essentially operates as an unfunded, tax-deferred personal savings account administered by the Company. The Committee approved this plan because it is a benefit readily available in the marketplace. Caleres | 2021 Proxy Statement 39
Do we provide severance or change in control benefits to the NEOs? For a limited group of executives, including our NEOs, we utilize executive severance agreements as a means to retain and attract executives in a competitive market for talent. In exchange for the right to receive these benefits following a change in control, the executive agrees to a non-compete agreement for up to two years following any termination of employment. These executive severance agreements provide that in the event of a termination not related to a change of control, the NEO will receive payment of the current year’s annual incentive plan award based on satisfaction of plan performance goals, to be paid following completion of the performance period and pro-rated based on period of service; a cash severance payment of up to two times salary and the target annual incentive plan award; up to two years’ accelerated vesting for stock options and restricted stock; and medical and outplacement benefits. The change in control benefits in the NEOs’ executive severance agreements are “double trigger” provisions and only apply if, within the two year period following the change in control, the NEO is terminated without cause or if the executive terminates for “good reason.” The higher level of benefits is available because the likelihood of termination is increased following a change in control. For certain executives with legacy agreements, a modified tax reimbursement and gross-up is payable in the event of severance by the Company following a change in control because the terminated executive is subject to excise taxes following such termination that are in addition to regular payroll and income taxes, and the modified reimbursement allows the executive to recognize the full intended economic benefit of the agreement if the excise tax is significant. The principal purpose of change in control provisions is to eliminate personal conflicts of interest by ensuring that the interests of our executives will be materially consistent with the interests of our shareholders when considering corporate transactions. These arrangements are also intended to encourage retention when a potential change in control or major transaction is presented so that the executives can guide the Company through the completion of the transaction or still serve the Company should the transaction not be completed. While we believe that change in control benefits and our executive severance agreements are important to our overall compensation package, the Committee does not consider these arrangements in making annual recommendations on key compensation elements as these benefits are contingent on circumstances beyond the executive’s control. Caleres | 2024 Proxy Statement 43
Which perquisites do the NEOs receive? Various perquisites are provided to key executives including NEOs. These perquisites are limited in number, participation and scope. The aggregate incremental cost of these perquisites is included in the “All Other Compensation” column of the Summary Compensation Table and detailed in Note 65 to that table. The perquisites provided to our NEOs and which are not otherwise available to all employees are described below: | • | | Personal Use of the Company Plane:Our NEOs are authorized to use the Company’s plane for personal use subject to availability and prior approval of our Chief Executive Officer. This convenience balances the substantial amount of time our executives spend on Company business and the scheduling difficulties presented by business commitments. We treat personal use of the plane as taxable income, and the amount is calculated in accordance with values prescribed by the Internal Revenue Service.Service, without any gross-up for taxes. |
| • | | Financial and Tax Planning Services:Our President and Chief Executive Officer isand Executive Chair are reimbursed up to $30,000, our Chief Financial Officer and President areis reimbursed up to $20,000 and all other NEOs and certain other executives are reimbursed up to $8,000, for financial planning and tax assistance services to ensure accurate reporting of equity award compensation and to develop a plan to comply with stock ownership guidelines. |
| • | | Club Membership:Certain of our NEOs are provided with club memberships to provide access to private facilities for business purposes. Total personal usage may not exceed 10% of total usage, and the NEO pays the full effective cost of any personal use of the club, including a pro-rata assessment of membership dues. |
| • | | Relocation:We provide relocation assistance to associates who are required to move to join the Company or are requested to move by the Company. All relocated associates receive assistance under the terms of standard plans administered by a relocation consultant; and these plans include limited increased benefits for higher job levels. In some instances, relocation assistance includes the cost of commuting. |
40 Caleres | 2021 Proxy Statement
Which market or peer group data was used to evaluate compensation? Each year, the Committee has directed its independent compensation consultant to prepare a market study with peer group information, reflecting selective job-by-job comparative market data to a peer group. We consider our peers to include primarily public footwear, fashion and retail businesses of similar size and net sales with which the Company competes for customers, investors or executive talent. In determining the appropriateness of the peer companies, we considered both business segment (footwear and retail emphasis) and, for particular positions within the comparator companies, whether there was an appropriate position for comparison. At the Committee’s request, Meridian prepared a market study to be used in the consideration of 20202023 compensation for the NEOs. The peer group used for the 20202023 study was proposed by Meridian and reviewed by management. The 20202023 peer group for comparison purposes included 26 similarly sized footwear and retail companies (median sales of $2.369$3.058 billion, median market capitalization of $2,008$1.714 billion, and median of 11,32210,325 employees). The peer group used by the Committee for compensation decisions for 20202023 is set forth below: | | | | | Abercrombie & Fitch Academy Sports and Outdoors, Inc. American Eagle Outfitters, Inc. Carter’s, Inc. Chicos Fashion,FAS, Inc. Columbia Sportwear Company Crocs, Inc. Deckers Outdoor Corp. Dillards, Inc. | | Designer Brands, Inc. Express, Inc.
Foot Locker, Inc. Fossil Group, Inc. G-III Apparel Group, Ltd. Genesco Inc. Guess, Inc. Hibbett, Inc. Oxford Industries, Inc. Steve Madden, Ltd. | | Shoe Carnival, Inc. Skechers USA, Inc. Tapestry, Inc. The Buckle, Inc. The Children’s Place, Inc. Under Armour, Inc. Urban Outfitters, Inc. Williams-Sonoma, Inc.
Wolverine World Wide, Inc. |
Does the Company have an anti-hedging policy? Yes. The Company prohibits the Company’s directors and executive officers from purchasing any financial instrument that is designed or intended to hedge or offset any change in the market value of the Company’s 44 Caleres | 2024 Proxy Statement
stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds. The Company’s policy also discourages all other employees from entering into hedging transactions related to the Company’s stock. Does the Company have other anti-pledging policies? Yes. The Company’s Insider Trading Policy specifies that the Company’s directors and executive officers should not place Company securities in a margin account or otherwise pledge Company securities as collateral for a loan. Do we have stock ownership requirements for our NEOs? Yes. The Committee has implemented stock ownership guidelines for certain executives, including our NEOs. Within a five-year period from adoption of the guidelines or commencement of employment, or within three years after an executive subject to these guidelines is promoted with a resulting change of guideline level, the executive is expected to own Company shares having a market value at least equal to the multiple of salary specified in the following table: | | | | | | | | | | | Position | | Individual | | Guideline Requirement | | | | | President and Chief Executive Officer and Chairman of the Board | | Diane M. SullivanJohn W. Schmidt | | | 6 x base salary | | | | | Executive Chair | | Diane M. Sullivan | | | 2 x base salary | | | | | Senior Vice President, Chief Financial Officer | | Kenneth H. HannahJack P. Calandra | | | 3 x base salary | | | | | President, Caleres
| | John W. Schmidt | | | 3 x base salary | | | | | Division President—President – Famous Footwear | | Michael R. Edwards | | | 3 x base salary | | | | | Chief Sourcing Officer | | Daniel R. Friedman | | | 2 x base salary | |
The market value of the executive’s ownership is calculated based on current holdings, unvested restricted stock and stock held indirectly in our 401(k) Plan. Each of the NEOs subject to the minimum ownership guidelines was in compliance for 2020.2023. Caleres | 2021 Proxy Statement 41
What is the Committee’s practice for making equity grants? The Committee grants equity awards primarily as part of its annual compensation review process. The Committee approved a practice for establishing the grant date for equity awards. Under this practice, the Committee makes annual awards of equity during the first quarter of each fiscal year, normally in advance of, or shortly after, the annual earnings release, with an effective grant date as of the last to occur of the following: (i) the date of the final action necessary by the Committee, the board of directors or the CEO (as appropriate) to approve such award; (ii) such later date as may be specified in the terms of such award; or (iii) if the effective date under (i) or (ii) above would not fall within an “open window” trading period, then such award will be made with an effective grant date as of the second trading date following the date of our next succeeding release of quarterly or annual financial results. Similarly, if the Committee, the board of directors or the CEO (as appropriate) makes special awards for new hires, retention, promotions and special recognition during an “open window” trading period then the effective grant date will be the date of the grant. But, if the Committee, the board of directors or the CEO (as appropriate) acts outside of such a period, then such award will be granted with an effective grant date as of the second trading date following the date of our next succeeding release of quarterly or annual financial results. The exercise price for stock options is the fair market value of our stock (average of high and low prices) on the grant date. By making grants during the first quarter, the Committee is able to consider the previous year’s financial performance in determining the size and structure of such grants, both in the aggregate and with respect to individual executives. Additionally, by making the awards during the first quarter, such grants are coordinated with the annual bonus awards. Although our incentive stock plan specifies that our CEO is authorized to grant individual equity awards up to 50,000 shares in any given year, since 2006 our CEOs have historically chosen not to rely on that authorization and instead have presented all recommended equity awards to the Committee, including new hires and promotions. Our incentive and stock compensation plan prohibits re-pricing of stock options. Caleres | 2024 Proxy Statement 45
What are the compensation levels for 2021?2024? In March 2021,2024, the Committee reviewed the Company’s executive compensation, including the metrics and targets used in calculating the performance-based elements of the compensation mix. In making its executive compensation decisions, the Committee considered both the Company’s performance in 20202023 and the Company’s executive compensation objectives and philosophy described above under “Executive Summary — Executive Compensation Objectives and Philosophy.” The Committee also considered the continuing uncertainty in the marketplace due to the impact of the pandemic, and in particular with respect to the design of the annual incentive and long-term incentive plans. The Committee made the following determinations with respect to 20212024 compensation: The Committee decided not to increase any base salaries of our NEOs in 2021.
The annual incentive plan is comprised of two components: (1) an award based upon achieving target Adjusted EPS for the first half of the year, which if earned, is banked and payable, and (2) an award for achieving full year financial performance using two metrics. For the full year component of the annual incentive plan, the Company will use Adjusted EPS and Adjusted Return on Sales as the primary metrics for the consolidated annual incentive plan. For revenue producing units, the Company will use Adjusted OE and Margin as the primary metrics for the full year component of the annual incentive plan. These metrics are intended to incent executives to increase profitable revenue growth. Additionally, plans for division presidents will be weighted 40% for their respective division plans and 60% for consolidated results.
The Committee approved the 2021 annual grants of restricted stock with 3-year graded vesting (50% after 2 years and 50% after 3 years) in order to remain competitive and promote retention of our valued executive talent.
The Committee approved the long-term performance award design for 2021-2023 consistent with the design for the modified 2020-2022 plan such that it will be divided into four (4) distinct measurement periods and will again have financial performance targets for each measurement period set near the beginning of the applicable performance period. The Company will use Adjusted EPS as the first metric and Net Sales as the second metric to ensure that the Company’s long-term focus remains on increasing profitable growth. For the long-term performance awards granted in 2021, the Committee approved a threshold payout opportunity of
42 Caleres | 2021 Proxy Statement
| • | | With the exception of Mr. Schmidt, the Committee decided not to provide increases in base salaries to our NEOs in 2024. |
| • | | The annual incentive plan is based upon achieving Adjusted OE as the primary metric and Net Sales as the accelerator/decelerator for the consolidated annual incentive plan and for revenue producing units. These metrics are intended to incent executives to increase profitable revenue growth. Additionally, plans for division presidents will be weighted 60% for their respective division plans and 40% for consolidated results. |
| • | | The committee approved the 2024 annual grants of restricted stock with 3-year graded vesting (50% after 2 years and 50% after 3 years) in order to remain competitive and promote retention of our valued executive talent. |
| • | | The Committee approved the long-term performance award design for 2024-2026, which will be divided into four (4) distinct measurement periods and can be earned and banked in each year that the financial measures are met. The Company will use Adjusted EPS as the primary metric and Return on Invested Capital (ROIC) as the modifier to ensure that the Company’s long-term focus remains on increasing profitable growth and returns on its investments. For the long-term performance awards granted in 2024, the Committee approved a threshold payout opportunity of 30% and a maximum payout opportunity of 200% for each performance period. The fourth measurement period is based upon strategic initiatives which are individualized by participant. Awards, if earned, under the 2021-20232024-2026 plan will be paid out in cash.stock up to target and paid out in cash for any amounts earned in excess of target. |
What is the Committee’s policy on deductibility of compensation? The Committee’s policy is to establish and maintain a compensation program that is designed to encourage and reward our executives for superior performance and drive long-term shareholder value. The Committee believes executive compensation programs should serve to achieve that objective while also minimizing any effect of Section 162(m) of the Internal Revenue Code to the extent reasonable and practicable. Prior to the Tax Cuts and Jobs Act (the “TCJA”) signed into law in December 2017,In general, Section 162(m) generally providedprovides for an annual $1.0 million limitation on the deduction an employer may claim for compensation of executive officers unless the compensation is performance-based. The TCJA contained significant changes to Section 162(m), including the elimination of the performance-based compensation exception to Section 162(m) for corporate tax years beginning after December 31, 2017, and an expansion of employees covered by the provision. Section 162(m) now covers the CFO or any individual who served as the CFO in the relevant taxable year. In addition, once an individual becomes a covered employee under Section 162(m) for any taxable year beginning after December 31, 2016, this status carries forward to all future years, even in the event of the employee’s termination or death. The TCJA provides limited transition relief for certain performance-based compensation, specifying that compensation payable pursuant to a written binding contract which was in effect on November 2, 2017, and which was not modified in any material respect on or after that date will remain eligible for the performance-based exception to Section 162(m) (i.e., may remain deductible even if in excess of $1.0 million). Although our performance-based compensation programs have utilized performance measures in the 2011 and 2017 Plans approved by our shareholders, given the changes to 162(m) tax deductibility of performance-based compensation in excess of $1.0 million, if any, may be less of a consideration for the Company in designing and implementing our executive officers’ compensation programs.officers. In 2020,2023, compensation exceeded the annual $1.0 million limitation under Section 162(m) as follows: for Ms. Sullivan by $1,187,326.$16,359,190, Mr. Schmidt by $4,833,424, Mr. Friedman by $1,018,723, Mr. Edwards by $782,030 and Mr. Calandra by $94,702. As such, the Company was not able to deduct those excess amounts for tax purposes. Culture, Compensation and People Committee Report The Culture, Compensation and People Committee of the board has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the board that the CD&A be included in this proxy statement and the Company’s Annual Report on Form 10-K. Culture, Compensation and People Committee W. Patrick McGinnis,Wenda Harris Millard, Chair
Lori H. Greeley Wenda Harris MillardBruce K. Thorn
46 Caleres | 20212024 Proxy Statement 43
EXECUTIVE COMPENSATION Summary Compensation The following summary compensation table shows the compensation paid for 20202023 to Ms. Sullivan, Mr. HannahSchmidt, Mr. Calandra and the other three (3) most highly compensated executive officers who were serving as executive officers as of January 30, 2021, as well as our former Division President, Famous Footwear, Ms. Adams, who left the Company in 2020February 3, 2024, (our “NEOs”). Additional information for 20182021 and 20192022 is provided for the NEOs who were also NEOs for those years. The Company has entered into an employment agreement with Ms. Sullivan and executive severance agreements with each of the NEOs, which provide for payments upon certain termination events and include a non-compete covenant by the NEO. Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary(1) | | Bonus(2) | | Stock Awards(3) | | Option Awards | | Non-Equity Incentive Plan Compensation(4) | | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(5) | | All Other Compensation(6)(7) | | Total | | | | | | | | | | | Diane M. Sullivan | | | | 2020 | | | | $ | 1,080,000 | | | | $ | — | | | | $ | 1,184,813 | | | | $ | — | | | | $ | 360,000 | | | | $ | 216,379 | | | | $ | 88,144 | | | | $ | 2,929,336 | | | | | | | | | | | | Chief Executive Officer and Chairman of the Board | | | | 2019 | | | | $ | 1,200,000 | | | | $ | — | | | | $ | 4,215,600 | | | | $ | — | | | | $ | — | | | | $ | 1,364,889 | | | | $ | 74,395 | | | | $ | 6,854,884 | | | | | 2018 | | | | $ | 1,150,000 | | | | $ | — | | | | $ | 5,731,200 | | | | $ | — | | | | $ | 1,178,534 | | | | $ | 182,537 | | | | $ | 81,622 | | | | $ | 8,323,893 | | | | | | | | | | | | Kenneth H. Hannah | | | | 2020 | | | | $ | 623,429 | | | | $ | — | | | | $ | 384,325 | | | | $ | — | | | | $ | 107,168 | | | | $ | 5,479 | | | | $ | 57,171 | | | | $ | 1,177,572 | | | | | | | | | | | | Senior Vice President and Chief Financial Officer | | | | 2019 | | | | $ | 669,800 | | | | $ | — | | | | $ | 702,600 | | | | $ | — | | | | $ | — | | | | $ | 20,458 | | | | $ | 65,966 | | | | $ | 1,458,824 | | | | | 2018 | | | | $ | 652,800 | | | | $ | — | | | | $ | 891,520 | | | | $ | — | | | | $ | 359,554 | | | | $ | 17,876 | | | | $ | 69,929 | | | | $ | 1,991,679 | | | | | | | | | | | | John W. Schmidt | | | | 2020 | | | | $ | 660,769 | | | | $ | — | | | | $ | 965,955 | | | | $ | — | | | | $ | 136,800 | | | | $ | 206,881 | | | | $ | 8,688 | | | | $ | 1,979,093 | | | | | | | | | | | | President, Caleres | | | | 2019 | | | | $ | 700,000 | | | | $ | — | | | | $ | 936,800 | | | | $ | — | | | | $ | — | | | | $ | 444,578 | | | | $ | 8,515 | | | | $ | 2,089,893 | | | | | 2018 | | | | $ | 650,000 | | | | $ | — | | | | $ | 891,520 | | | | $ | — | | | | $ | 465,714 | | | | $ | 103,696 | | | | $ | 1,500 | | | | $ | 2,112,430 | | | | | | | | | | | | Michael R. Edwards | | | | 2020 | | | | $ | 367,385 | | | | $ | — | | | | $ | 284,440 | | | | $ | — | | | | $ | 65,000 | | | | $ | 13,982 | | | | $ | 8,873 | | | | $ | 739,680 | | | | | | | | | | | | Division President - Famous Footwear | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Daniel R. Friedman | | | | 2020 | | | | $ | 457,939 | | | | $ | — | | | | $ | 90,815 | | | | $ | — | | | | $ | 63,960 | | | | $ | 126,840 | | | | $ | 9,595 | | | | $ | 749,149 | | | | | | | | | | | | Chief Sourcing Officer | | | | 2019 | | | | $ | 492,000 | | | | $ | — | | | | $ | 351,300 | | | | $ | — | | | | $ | — | | | | $ | 136,421 | | | | $ | 8,868 | | | | $ | 988,589 | | | | | 2018 | | | | $ | 480,000 | | | | $ | — | | | | $ | 764,160 | | | | $ | — | | | | $ | 202,552 | | | | $ | 84,713 | | | | $ | 3,921 | | | | $ | 1,535,346 | | | | | | | | | | | | Molly P. Adams | | | | 2020 | | | | $ | 516,923 | | | | $ | — | | | | $ | 141,825 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 6,934 | | | | $ | 665,682 | | | | | | | | | | | | Former Division President - Famous Footwear | | | | 2019 | | | | $ | 700,000 | | | | $ | 400,000 | | | | $ | 819,700 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 30,988 | | | | $ | 1,950,688 | | | | | 2018 | | | | $ | 451,731 | | | | $ | 400,000 | | | | $ | 1,218,715 | | | | $ | — | | | | $ | 112,639 | | | | $ | — | | | | $ | 39,614 | | | | $ | 2,222,699 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary(1) | | | Bonus | | | Stock Awards(2) | | | Option Awards | | | Non-Equity Incentive Plan Compensation(3) | | | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) | | | All Other Compensation(5)(6) | | | Total | | | | | | | | | | | | John W. Schmidt | | | 2023 | | | $ | 1,067,308 | | | $ | — | | | $ | 4,000,038 | | | $ | — | | | $ | 2,020,407 | | | $ | 611,206 | | | $ | 105,564 | | | $ | 7,804,523 | | | | | | | | | | | | President and Chief Executive Officer | | | 2022 | | | $ | 769,231 | | | $ | — | | | $ | 2,460,012 | | | $ | — | | | $ | 1,231,200 | | | $ | 141,333 | | | $ | 16,390 | | | $ | 4,618,166 | | | | 2021 | | | $ | 760,000 | | | $ | — | | | $ | 596,340 | | | $ | — | | | $ | 1,368,000 | | | $ | 216,208 | | | $ | 13,295 | | | $ | 2,953,843 | | | | | | | | | | | | Jack P. Calandra | | | 2023 | | | $ | 652,308 | | | $ | | | | $ | 1,150,012 | | | $ | — | | | $ | 353,952 | | | $ | — | | | $ | 35,295 | | | $ | 2,191,567 | | | | | | | | | | | | Senior Vice President and Chief Financial Officer | | | 2022 | | | $ | 246,154 | | | $ | 75,000 | | | $ | 525,048 | | | $ | — | | | $ | 429,626 | | | $ | — | | | $ | 5,907 | | | $ | 1,281,735 | | | | | | | | | | | | Diane M. Sullivan | | | 2023 | | | $ | 815,385 | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,016,661 | | | $ | 28,712 | | | $ | 327,184 | | | $ | 7,187,942 | | Executive Chair | | | 2022 | | | $ | 1,184,615 | | | $ | — | | | $ | 6,828,768 | | | $ | — | | | $ | 3,672,000 | | | $ | 1,858,607 | | | $ | 218,203 | | | $ | 13,762,193 | | | | | 2021 | | | $ | 1,200,000 | | | $ | — | | | $ | 5,054,175 | | | $ | — | | | $ | 3,600,000 | | | $ | 199,479 | | | $ | 143,137 | | | $ | 10,196,791 | | | | | | | | | | | | Michael R. Edwards | | | 2023 | | | $ | 623,077 | | | $ | — | | | $ | 1,150,012 | | | $ | — | | | $ | 595,810 | | | $ | 1,814 | | | $ | 32,663 | | | $ | 2,403,376 | | | | | | | | | | | | Division President – Famous | | | 2022 | | | $ | 584,615 | | | $ | — | | | $ | 525,000 | | | $ | — | | | $ | 613,846 | | | $ | — | | | $ | 9,380 | | | $ | 1,732,841 | | | | | | | | | | | | Footwear | | | 2021 | | | $ | 500,000 | | | $ | — | | | $ | 248,412 | | | $ | — | | | $ | 650,000 | | | $ | — | | | $ | 9,700 | | | $ | 1,408,112 | | | | | | | | | | | | Daniel R. Friedman | | | 2023 | | | $ | 513,000 | | | $ | — | | | $ | 506,004 | | | $ | — | | | $ | 902,116 | | | $ | 342,224 | | | $ | 32,470 | | | $ | 2,295,814 | | | | | | | | | | | | Chief Sourcing Officer | | | 2022 | | | $ | 492,000 | | | $ | — | | | $ | 325,500 | | | $ | — | | | $ | 526,071 | | | $ | (51,306 | ) | | $ | 13,080 | | | $ | 1,305,345 | | | | | | | | | | | | | | | 2021 | | | $ | 492,000 | | | $ | — | | | $ | 266,490 | | | $ | — | | | $ | 639,600 | | | $ | 86,649 | | | $ | 11,246 | | | $ | 1,495,985 | |
(1) | Amounts in this column may include cash amounts that were deferred pursuant to our deferred compensation plan and which are reported in the Non-Qualified Deferred Compensation Table. |
(2) | Amounts in this column include a sign-on bonus for Ms. Adams payable at the time of hire and at the beginning of fiscal 2019.
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(3) | Amounts in this column reflect, for each year presented, the aggregate grant date fair value for awards of restricted stock and long-term performance awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 without regard to potential forfeitures and do not necessarily correspond to the actual value that will be realized by the NEOs. Grant date fair value has been determined by multiplying the average of the high and low prices of our stock on the date of grant by the number of restricted shares granted and by the number of performance shares granted, estimated by management at the time of grant as being probable of payout at target level. For additional information on stock awards, see Note 1715 to our audited consolidated financial statements on Form 10- K.10-K. The aggregate grant date fair value of the performance awards granted in stock during the respective performance periods of 2020, 20192023, 2022, and 20182021 at maximum payout would be as follows: Mr. Schmidt — $2,000,019, $420,000, $522,000; Mr. Calandra — $690,016, $0, $0; Ms. Sullivan — $653,625, $4,215,600; $5,731,200; Mr. Hannah — $112,050, $702,600; $891,520; Mr. Schmidt — $149,400; $936,800; $891,520; Ms. Adams — $112,050, $819,700; $0;$0, $1,837,500, $2,283,750; Mr. Edwards — $690,016, $0, $0; and Mr. Friedman — $67,230; $351,300; $764,160.$253,002, $189,000, $234,900; For more information on the performance awards reflected in this column, refer to Note 4 in the “Grants“Grant of Plan-Based Awards” table below. All of the awards listed for Ms. Adams in this column, except for 50% of the 2018 restricted stock award were forfeited upon her departure from the Company. The long-term performance awards are also described in the CD&A under the caption “Executive Compensation Program – How did the Committee set the NEOs’ compensation for 2020?2023? — Long-Term Compensation”. |
(4)(3) | The Non-Equity Incentive Plan Compensation column includes the actual amounts paid for the annual incentive plan awards approved annually in March. The annual incentive awards are described in the CD&A |
Caleres | 2024 Proxy Statement 47
| under the caption “Executive Compensation Program – How |
44 Caleres | 2021 Proxy Statement
| did the Committee set the NEOs’ compensation for 2020?2023? – Annual Incentive Plan Awards.” For 2020, thisThe Non-Equity Incentive Plan Compensation column includes the actual amounts paid in February of 2021 for a special one-time short-term incentive plan based on the second half results of 2020, approved by the board in July 2020. In addition to reflecting annual incentive plan award payouts when earned, this column also reflects the long-term performance awards earned at the end of 20172023 and paid out in cash in 2018. For years 2018 and 2019, earned long term2024. The long-term incentive awards were paid out in stock and are reflecteddescribed in the Stock Awards column.CD&A under the caption “Executive Compensation Program – How did the Committee set the Nes’ compensation for 2023? – Long Term Compensation.” |
(5)(4) | The NEOs participate in the Company’s qualified defined benefit Pension Plan and a non-qualified, unfunded SERP upon completion of 12 months of service (except Mr. HannahMessrs. Calandra and Mr. Edwards, who do not participate in the SERP, and Ms. Adams, who did not participate in the pension plan or SERP) and are eligible to participate in a non-qualified deferred compensation plan. Neither the SERP nor the non-qualified deferred compensation plan pays “above market” interest on amounts deferred. The amounts reflected in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column are an estimate of the increase in the actuarial present value of the retirement accrued benefit as of the later of age 65 or January 30, 2021February 3, 2024 under the Company’s tax-qualified pension plan that covers all employees and of the accrued benefit commencing at the earliest age that an unreduced benefit is available under the SERP. The change in actuarial value reflects an increase in value due to an additional year of credited service, an increase in compensation level, an increase in the participant’s age, and changes in the actuarial assumptions between the measurement dates. For each year’s computation, these pension values were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements for the applicable year. For 2020,2023, see the notes to the Pension Benefits Table for additional information regarding assumptions used in this calculation. |
(6)(5) | “All Other Compensation” reflects the Company’s incremental cost to provide the following benefits: |
| Name | | Company 401(k) Plan Match | | Financial and Tax Planning Services | | Other(a) | | Total | | Company 401(k) Plan Match | | | Company NonQualified Restoration Plan | | | Financial and Tax Planning Services | | | Other(a) | | | Total | | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | | $ | 9,900 | | | $ | 62,700 | | | $ | 32,964 | | | $ | — | | | $ | 105,564 | | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | | | 9,900 | | | | 23,700 | | | | 1,695 | | | | — | | | $ | 35,295 | | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | | $ | 8,550 | | | | $ | 25,000 | | | | $ | 54,594 | | | | $ | 88,144 | | | | 9,900 | | | | — | | | | 30,000 | | | | 287,284 | | | $ | 327,184 | | | Kenneth H. Hannah | | | | 8,550 | | | | | 23,210 | | | | | 25,411 | | | | $ | 57,171 | | | John W. Schmidt | | | | 8,688 | | | | | — | | | | | — | | | | $ | 8,688 | | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | | | 8,873 | | | | | — | | | | | — | | | | $ | 8,873 | | | | 9,900 | | | | 22,388 | | | | 375 | | | | — | | | $ | 32,663 | | | Daniel R. Friedman | | | | 8,549 | | | | | 1,046 | | | | | — | | | | $ | 9,595 | | | Molly P. Adams | | | | 6,934 | | | | | — | | | | | — | | | | $ | 6,934 | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | | | 9,900 | | | | 15,197 | | | | 4,390 | | | | 2,983 | | | $ | 32,470 | |
| (a) | Amount includes incremental cost of complimentary products, matches of charitable giving to qualified institutions and personal use of the Company’s aircraft for Ms. Sullivan and Mr. Hannah.Sullivan. Incremental costs for personal use of club memberships are paid directly by the NEO and are not included. The amount attributable to Ms. Sullivan for personal use of the Company’s aircraft is $49,594 and for Mr. Hannah, $25,411.$267,284. |
(7)(6) | In addition to the personal benefits identified in Note 6,5, our NEOs are eligible to receive standard health and welfare benefits available to all employees, which are not reflected in this table. The Company also purchases tickets to certain sporting, civic, cultural, charity and entertainment events. We use these tickets for business development, partnership building, charitable donations and community involvement. If not used for business purposes, we may make these tickets available to our employees, including our NEOs, as a form of recognition and reward for their efforts. Because we had already purchased these tickets, there is no aggregate incremental cost to us when a NEO uses these tickets for personal purposes. |
CEO Pay Ratio
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. Our CEO, Ms. Sullivan, had annual total compensation of $2,929,336 as reflected in the Summary Compensation Table above.
Using December 28, 2019 as our measurement date and excluding our CEO, we determined our comparable median employee taking into account all full-time, part-time, seasonal and temporary employees, which resulted in a total of 11,379 employees. Because of the nature of our business, which has significant retail operations, a large number of our employees (approximately 40%) are part-time, temporary or seasonal. We further used a consistently applied compensation measure of total cash compensation including base salary (annualized for all employees who had less than a full year of service during 2019) and all cash bonuses and incentive pay. The median employee that was used for purposes of calculating the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is the same employee that was identified for purposes of our 2020 disclosure. There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure, and as a result we did not perform a new calculation to determine the median employee. The annual total compensation of our median employee as of December 26, 2020 was $23,525.
Based on this, our estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 125:1.
Caleres | 2021 Proxy Statement 45
Grants of Plan-Based Awards The Committee generally grants awards under its incentive and stock compensation plan at its first meeting of each year in connection with its review of executives’ performance during the previous year. For new hires and promotions, mid-year grants are generally made at the next meeting of the Committee. Pursuant to the incentive and stock compensation plans, the Committee granted both cash and equity incentive awards during 2020,2023, consisting of the annual incentive plan awards, the short-term incentive plan for the second half of 2020, the long-term performance awards and time-vested restricted stock. Information about the 20202023 annual incentive plan awards is included within the CD&A under the caption “Executive Compensation Program — How did the Committee set the NEOs’ compensation for 2020?2023? — Annual Incentive Plan Compensation.” Additional information about plan-based awards granted in 20202023 is included within the CD&A under the caption “Executive Compensation Program — How did the Committee set the NEOs’ 48 Caleres | 2024 Proxy Statement
compensation for 2020?2023? — Long-Term Compensation.” The following table provides information with respect to awards granted to the NEOs during the past year under the 20172022 Plan: Grants of Plan-Based Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(3) | | Estimated Future Payments Under Equity Incentive Plan Awards(4) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | | Grant Date Fair Value of Stock and Option Awards ($)(6) | Name/Award | | Grant Date(1) | | Approval Date(2) | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | | | | | | Diane M. Sullivan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive | | | | | | | | | 3/5/2020 | | | | $ | 900,000 | | | | $ | 1,800,000 | | | | $ | 3,600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | Short Term Incentive | | | | 8/2/2020 | | | | | 7/30/2020 | | | | | — | | | | | 360,000 | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 Year Perf. Award | | | | 8/28/2020 | | | | | 7/30/2020 | | | | | | | | | | | | | | | | | | | | 13,125 | | | | | 43,750 | | | | | 87,500 | | | | | | | | | $ | 326,813 | | Restricted Stock | | | | 3/16/2020 | | | | | 3/5/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 150,000 | | | | $ | 858,000 | | | | | | | | | | | | | Kenneth H. Hannah | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive | | | | | | | | | 3/5/2020 | | | | $ | 267,920 | | | | $ | 535,840 | | | | $ | 1,071,680 | | | | | | | | | | | | | | | | | | | | | | | | | | | Short Term Incentive | | | | 8/2/2020 | | | | | 7/30/2020 | | | | | — | | | | | 107,168 | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 Year Perf. Award | | | | 8/28/2020 | | | | | 7/30/2020 | | | | | | | | | | | | | | | | | | | | 2,250 | | | | | 7,500 | | | | | 15,000 | | | | | | | | | $ | 56,025 | | Restricted Stock | | | | 3/16/2020 | | | | | 3/5/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,000 | | | | $ | 85,800 | | Restricted Stock | | | | 9/30/2020 | | | | | 9/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,000 | | | | $ | 242,500 | | | | | | | | | | | | | John W. Schmidt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive | | | | | | | | | 3/5/2020 | | | | $ | 297,500 | | | | $ | 595,000 | | | | $ | 1,190,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | Short Term Incentive | | | | 8/2/2020 | | | | | 7/30/2020 | | | | | — | | | | | 136,800 | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 Year Perf. Award | | | | 8/28/2020 | | | | | 7/30/2020 | | | | | | | | | | | | | | | | | | | | 3,000 | | | | | 10,000 | | | | | 20,000 | | | | | | | | | $ | 74,700 | | Restricted Stock | | | | 3/16/2020 | | | | | 3/5/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,000 | | | | $ | 125,840 | | Restricted Stock | | | | 12/2/2020 | | | | | 11/10/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 66,500 | | | | $ | 765,415 | | | | | | | | | | | | | Michael R. Edwards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive | | | | | | | | | 3/5/2020 | | | | $ | 117,000 | | | | $ | 234,000 | | | | $ | 468,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | Short Term Incentive | | | | 8/2/2020 | | | | | 7/30/2020 | | | | | — | | | | | 65,000 | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock | | | | 3/16/2020 | | | | | 3/5/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,000 | | | | $ | 40,040 | | Restricted Stock | | | | 11/23/2020 | | | | | 11/10/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | $ | 244,400 | |
46 Caleres | 2021 Proxy Statement
| | | | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(3) | | Estimated Future Payments Under Equity Incentive Plan Awards(4) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name/Award | | Grant Date(1) | | Approval Date(2) | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | Grant Date | | Approval Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | | Daniel R. Friedman | | | | | | | | | | | | | | | | | | | | | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | Annual Incentive | | | | | 3/5/2020 | | | $ | 159,900 | | | $ | 319,800 | | | $ | 639,600 | | | | | | | | | | | | Short Term Incentive | | | 8/2/2020 | | | | 7/30/2020 | | | | — | | | | 63,960 | | | | — | | | | | | | | | | | | 3 Year Perf. Award | | | 8/28/2020 | | | | 7/30/2020 | | | | | | | | | | 1,350 | | | | 4,500 | | | | 9,000 | | | | | $ | 33,615 | | | | 3/16/2023 | | | | 3/6/2023 | | | | | | | | 25,952 | | | | 86,506 | | | | 86,506 | | | | | | | $ | 2,000,019 | | Restricted Stock | | | 3/16/2020 | | | | 3/5/2020 | | | | 10,000 | | | $ | 57,200 | | | | 3/16/2023 | | | | 3/6/2023 | | | | 86,506 | | | $ | 2,000,019 | | | Molly P. Adams | | | | | | | | | | | | | | | | | | | | | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | Annual Incentive | | | | | 3/5/2020 | | | $ | 280,000 | | | $ | 560,000 | | | $ | 1,120,000 | | | | | | | | | | | | Short Term Incentive | | | 8/2/2020 | | | | 7/30/2020 | | | | — | | | | 112,000 | | | | — | | | | | | | | | | | | 3 Year Perf. Award | | | 8/28/2020 | | | | 7/30/2020 | | | | | | | | | | 2,250 | | | | 7,500 | | | | 15,000 | | | | | $ | 56,025 | | | | 3/16/2023 | | | | 3/6/2023 | | | | | | | | 8,954 | | | | 29,845 | | | | 29,845 | | | | | | | $ | 690,016 | | Restricted Stock | | | 3/16/2020 | | | | 3/5/2020 | | | | 15,000 | | | $ | 85,800 | | | | 3/16/2023 | | | | 3/6/2023 | | | | 19,896 | | | $ | 459,996 | | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | Annual Incentive | | | $ | 400,000 | | | $ | 800,000 | | | $ | 1,600,000 | | | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | Annual Incentive | | 3 Year Perf. Award | | | | 3/16/2023 | | | | 3/6/2023 | | | | | | | | 8,954 | | | | 29,845 | | | | 29,845 | | | | | | | $ | 690,016 | | Restricted Stock | | | | 3/16/2023 | | | | 3/6/2023 | | | | 19,896 | | | $ | 459,996 | | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | Annual Incentive | | 3 Year Perf. Award | | | | 3/16/2023 | | | | 3/6/2023 | | | | | | | | 3,283 | | | | 10,943 | | | | 10,943 | | | | | | | $ | 253,002 | | Restricted Stock | | | | 3/16/2023 | | | | 3/6/2023 | | | | 10,943 | | | $ | 253,002 | |
(1) | The grant date is the date the award was actually granted.
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(2) | The approval date is the date that the Committee approved the award.
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(3) | These columns show the range of cash payouts under the annual incentive plan award for 2020.2023. For NEOs included in the consolidated plan, the annual incentive award payouts are based on achievement of Adjusted EPS targets as the primary metric and Net Sales potentially increasing or decreasing the payout (but in no event being less than the minimum or more than the maximum payout). For NEOs included in a division plan, the payouts are based on the achievement of Adjusted Return onOE as the primary metric with the achievement of Net Sales potentially increasing or decreasing the payout (but in no event being less than the minimum or more than the maximum payout). To the extent the Company’s performance exceeds the minimum performance Adjusted EPS level and Adjusted Return onNet Sales for NEOs in the consolidated plan, and Adjusted OE and Net Sales for those NEOs in division plans, the award is payable at a minimum of 50% of the target award amount; and the maximum payout is 200% of the target award amount. See section entitled “Executive Compensation Program – How did the Committee set the NEOs’ compensation for 2020?2023? – Annual Incentive Plan Awards” in the CD&A. The amounts set forth in this tablefor the annual incentive plan award were based on the NEO’s base salary in effect at the date of grant although payment of any earned award (as shown in the Summary compensationCompensation Table) was based on the NEO’s salary in effect during the year. Also included in this column is a one-time short-term incentive opportunity based on achievement of an EPS target for the second half of 2020. The short-term incentive had a single metric and was not scalable. |
(4)(2) | These columns showinclude the range of share payouts under the long-term performance awards granted in 2020 with respect to the performance period of the second half of 2020, which represents 25% of the total2023-2025 long-term performance award approved by the Compensation Committee in July 2020.March 2023. The 2023-2025 long-term performance award is payable in shares for performance from threshold through target level and in cash for performance in excess of the target level. The award is divided into four distinct measurements — the second half of fiscal 2020,2023, fiscal 2021,2024, fiscal 2022,2025 and the achievement of individual strategic initiatives — each having equal weight. To the extent the Company’s performance exceeds the minimum performance criteria (Adjusted EPS), in each of the fiscal measurement periods (Adjusted EPS and EBITDA as a percent of Net Assets in each of the fiscal periods), the total award will payout. To have payout at the target amount of shares awarded, in the first measurement period, Adjusted EPS must be at least $.04. Payout of the awards is also dependent on performance achieved for the second metric, Adjusted EBITDA as a percent of Net Assets.Sales. This metric works to adjust the award by up byto 35% andor down by up to 15%, but in no instance greater than 200% of target, for each of the individual measurement periods. Also, a minimum threshold of Adjusted EPS must be achieved in each measurement period. If the performance plan’s financial goals are achieved in any measurement period, that amount is earned and “banked” for payment at the end of the three- year period, assuming the service period is met. The financial targetsmaximum cash payout for the fiscal 2021achievement over target is as follows: Mr. Schmidt $2,000,000, Mr. Calandra $690,000, Ms. Sullivan $0, Mr. Edwards $690,000, and 2022 measurement periods will be approved at a separate, designated time.Mr. Friedman $253,000. This award is subject to a clawback provision as well as the exercise of the Committee’s negative discretion to reduce any award payout based on the quality of the Company’s earnings. See section entitled “Executive Compensation Program — How did the Committee set the NEOs’ compensation for 2020?2023? — Long-Term Compensation” in the CD&A. |
(5)(3) | The restricted stock grants have graded vesting, 50% at two years and 50% at three years from the grant date. Dividends are paid on shares of restricted stock, when and if declared payable, at the same rate as paid to all shareholders. |
Caleres | 2024 Proxy Statement 49
(6)(4) | Grant date fair value for awards is calculated as follows: (a) for restricted stock, by multiplying the number of shares granted by the average of the high and low price of the Company’s stock on the grant date (which was $5.72 for all grants to NEOs on March 16, 2020) and (b) for long-term performance shares, by multiplying the target number of performance shares by the average of the high and low price of the Company’s stock on the grant date ($7.47 on August 28, 2020), for all grants to the NEOs.date. This value does not reflect estimated forfeitures or awards actually forfeited during the year. The actual value, if any, to be realizable on the performance share awards will depend on the number of shares issued at the end of the performance period. The actual value realizable by the executive with respect to a grant of restricted stock will depend on the market value of the shares when the executive sells the shares following the lapse of restrictions. |
Caleres | 2021 Proxy Statement 47
Outstanding Equity Awards at Fiscal Year-End The following table shows information with respect to the unexercised options, restricted stock (non-vested) and performance share awards (“Perf”) held by the NEOs as of January 30, 2021,February 3, 2024, our fiscal year-end, and includes a column for current market value for these awards. Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | | | | | | | | | | | | | | | | Equity Incentive Plan | | Name | | Period | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Option Exercise Price ($)(2) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | | | | | | | | | | | Diane M. Sullivan | | | 3/20/2017 | | | | | | | | | | | | | | | | | | | | 80,000 | | | | 1,208,800 | | | | | | | | | | | | | 3/15/2018 | | | | | | | | | | | | | | | | | | | | 45,000 | | | | 679,950 | | | | | | | | | | | | | 3/25/2019 | | | | | | | | | | | | | | | | | | | | 90,000 | | | | 1,359,900 | | | | | | | | | | | | | 3/16/2020 | | | | | | | | | | | | | | | | | | | | 150,000 | | | | 2,266,500 | | | | | | | | | | | | | Perf 2018-20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,000 | | | | 407,700 | | | | | Perf 2019-21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,000 | | | | 407,700 | | | | | Perf 2020-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 87,500 | | | | 1,322,125 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | | | | | | | | | | | | | | 365,000 | | | | 5,515,150 | | | | 141,500 | | | | 2,137,525 | | | | | | | | | | | | Kenneth H. Hannah | | | 2/16/2015 | | | | 16,667 | | | | | | | | 29.18 | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | 3/20/2017 | | | | | | | | | | | | | | | | | | | | 19,000 | | | | 287,090 | | | | | | | | | | | | | 3/15/2018 | | | | | | | | | | | | | | | | | | | | 7,000 | | | | 105,770 | | | | | | | | | | | | | 3/25/2019 | | | | | | | | | | | | | | | | | | | | 15,000 | | | | 226,650 | | | | | | | | | | | | | 3/16/2020 | | | | | | | | | | | | | | | | | | | | 15,000 | | | | 226,650 | | | | | | | | | | | | | 9/30/2020 | | | | | | | | | | | | | | | | | | | | 25,000 | | | | 377,750 | | | | | | | | | | | | | Perf 2018-20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,200 | | | | 63,462 | | | | | Perf 2019-21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,500 | | | | 67,995 | | | | | Perf 2020-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,000 | | | | 226,650 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | 16,667 | | | | | | | | | | | | | | | | 81,000 | | | | 1,223,910 | | | | 23,700 | | | | 358,107 | | | | | | | | | | | | John W. Schmidt | | | 3/20/2017 | | | | | | | | | | | | | | | | | | | | 16,000 | | | | 241,760 | | | | | | | | | | | | | 3/15/2018 | | | | | | | | | | | | | | | | | | | | 7,000 | | | | 105,770 | | | | | | | | | | | | | 3/25/2019 | | | | | | | | | | | | | | | | | | | | 20,000 | | | | 302,200 | | | | | | | | | | | | | 3/16/2020 | | | | | | | | | | | | | | | | | | | | 22,000 | | | | 332,420 | | | | | | | | | | | | | 12/2/2020 | | | | | | | | | | | | | | | | | | | | 66,500 | | | | 1,004,815 | | | | | | | | | | | | | Perf 2018-20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,200 | | | | 63,462 | | | | | Perf 2019-21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,000 | | | | 90,660 | | | | | Perf 2020-22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | 302,200 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | | | | | | | | | | | | | | 131,500 | | | | 1,986,965 | | | | 30,200 | | | | 392,860 | | | | | | | | | | | | Michael R. Edwards | | | 3/3/2011 | | | | 1,000 | | | | | | | | 15.20 | | | | 3/3/2021 | | | | | | | | | | | | | | | | | | | | | 12/7/2011 | | | | 2,000 | | | | | | | | 8.85 | | | | 12/5/2021 | | | | | | | | | | | | | | | | | | | | | 3/20/2017 | | | | | | | | | | | | | | | | | | | | 4,250 | | | | 64,218 | | | | | | | | | | | | | 12/14/2017 | | | | | | | | | | | | | | | | | | | | 2,500 | | | | 37,775 | | | | | | | | | | | | | 3/15/2018 | | | | | | | | | | | | | | | | | | | | 2,250 | | | | 33,998 | | | | | | | | | | | | | 3/25/2019 | | | | | | | | | | | | | | | | | | | | 4,500 | | | | 67,995 | | | | | | | | | | | | | 3/16/2020 | | | | | | | | | | | | | | | | | | | | 7,000 | | | | 105,770 | | | | | | | | | | | | | 11/23/2020 | | | | | | | | | | | | | | | | | | | | 20,000 | | | | 302,200 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | 3,000 | | | | | | | | | | | | | | | | 40,500 | | | | 611,955 | | | | | | | | | |
48 Caleres | 2021 Proxy Statement
| | | Option Awards | | Stock Awards | | | Option Awards | | Stock Awards | | | | | | | | | | | | | | | | | | Equity Incentive Plan | | | | | | | | | | | | | | | | | Equity Incentive Plan | | Name | | Period | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($)(2) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | | Period | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | | Daniel R. Friedman | | | 3/20/2017 | | | | | | | | | | | | 12,000 | | | | 181,320 | | | | | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/15/2018 | | | | | | | | | | | | 6,000 | | | | 90,660 | | | | | | | | | 3/25/2019 | | | | | | | | | | | | 7,500 | | | | 113,325 | | | | | | | | | 3/16/2020 | | | | | | | | | | | | 10,000 | | | | 151,100 | | | | | | | | | Perf 2018-20 | | | | | | | | | | | | | | | | 3,600 | | | | 54,396 | | | | | Perf 2019-21 | | | | | | | | | | | | | | | | 2,250 | | | | 33,998 | | | | | Perf 2020-22 | | | | | | | | | | | | | | | | 9,000 | | | | 135,990 | | | Perf 2023-25 | | | | | | | | 86,506 | | | 2,763,002 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | 35,500 | | | | 536,405 | | | | 14,850 | | | | 169,988 | | | 195,850 | | | 6,255,449 | | | 86,506 | | | 2,763,002 | | | Molly P. Adams | | | | | | | | | | | | | | | | | | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | | | | | | | | Perf 2023-25 | | | | | | | | 29,845 | | | 953,249 | | | | | | | | | | | | | | | | | | | | Total | | | — | | | | — | | | | — | | | | — | | | 39,546 | | | 1,263,099 | | | 29,845 | | | 953,249 | | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | 378,614 | | | 12,092,931 | | | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | | | | | | | | | | | Perf 2023-25 | | | | | | | | 29,845 | | | 953,249 | | | | | | | | | | | | | | | | | | | | Total | | | 51,563 | | | 1,646,922 | | | 29,845 | | | 953,249 | | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | | | | | | | | | | | Perf 2023-25 | | | | | | | | 10,943 | | | 349,519 | | | | | | | | | | | | | | | | | | | | Total | | | 25,943 | | | 828,619 | | | 10,943 | | | 349,519 | |
(1) | All stock options listed in the table have a term expiring 10 years after the grant date and vest based on service. The options granted in 2011 vest 25% per year and those granted in 2015 vest 50% on year four and 50% on year five.
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(2) | The stock option exercise price is based on the average of the high and low price for the Company’s stock on the grant date.
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(3) | Grants of restricted stock made in 2017 cliff vest on the fourth anniversary of the grant date or vest 50% on year four and 50% on year five. Grants of restricted stock made after 2017 have graded vesting, 50% after year 2 and 50% after year 3. Subject to earlier forfeiture or accelerated vesting, unvested restricted stock outstanding on January 30, 2021February 3, 2024 will vest (or have vested) as follows: |
50 Caleres | 2024 Proxy Statement
| | | Grant Date | | Vesting Schedule | | | 3/20/2017 | | 100% on 3/20/18/2021
| | | 12/14/2017
| | 100% on 12/14/2021
| | | 3/15/2018
| | 50% on 3/15/2020,18/2023, 50% on 3/15/202118/2024 | | | 3/25/201917/2022 | | 50% on 3/25/2021,17/2024, 50% on 3/25/202217/2025 | | | 9/12/2022 | | 50% on 9/12/2023, 50% on 9/12/2024 | | | 1/13/2023 (a) | | 50% on 1/13/2025, 50% on 1/13/2026 | | | 1/13/2023 (b) | | 50% vest on the date of the Company’s annual meeting of shareholders in May 2024, and | | | | | 50% vest on the date of the Company’s annual meeting of shareholders in May 2025 | | | 3/16/20202023 | | 50% on 3/16/2022,2025, 50% on 3/16/2023 | | | 9/30/2020
| | 50% on 9/30/2022, 50% on 9/30/2023
| | | 11/23/2020
| | 50% on 11/23/2022, 50% on 11/23/2023
| | | 12/2/2020
| | 50% on 12/2/2022, 50% on 12/2/20232026
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(2) | The fiscal year-end market value of unvested restricted stock or units is calculated by multiplying the number of unvested shares by $15.11,$31.94, the closing price for our stock at January 29, 2021,February 2, 2024, the last trading day of our fiscal 2020.2023. |
(5)(3) | Performance share awards granted in 2018, 2019, and 20202023 vest upon completion of the performance period, and the amount of shares ultimately earned depends on whether we have met applicable performance criteria up to a maximum of 200%100% of target. The 2018-2020 and 2019-2021 performance awards are estimated to payout below threshold resulting in the amount above stated at threshold payout. The performance period for the second half of 2020 of the 2020-2022 performance award is estimated to payout above target, resulting in the amount above stated at the maximum payout. The potential payout value has been calculated by multiplying the year-end unearned award units or shares by $15.11, the closing price of our stock on January 29, 2021, the last trading day of our fiscal 2020. |
Caleres | 2021 Proxy Statement 49
Option Exercises and Stock Vested The following table shows information regarding stock options exercised and vesting of restricted stock and performance shares or units during 2020,2023, and the Value Realized on Vesting is calculated prior to payment of applicable withholding tax. During 2023 no options were exercised. Option Exercises and Stock Vested | | | Stock Option Awards | | Stock Awards | | Stock Awards | | | | | | | | Number of Shares or Units Acquired on Vesting | | | | Number of Shares or Units Acquired on Vesting | | | | | Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise | | Restricted Stock | | Performance Shares or Units | | Value Realized on Vesting(1) | | Restricted Stock | | | Performance Shares or Units | | | Value Realized on Vesting(1) | | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | | $ | 53,250 | | | | 77,984 | | | $ | 3,440,131 | | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | | | — | | | | — | | | | — | | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | | | — | | | | $ | — | | | | | 147,000 | | | | | 21,680 | | | | $ | 969,556 | | | | 180,000 | | | | 341,180 | | | | 12,712,345 | | | Kenneth H. Hannah | | | | — | | | | | — | | | | | 35,500 | | | | | 4,607 | | | | | 355,849 | | | John W. Schmidt | | | | — | | | | | — | | | | | 20,500 | | | | | 4,336 | | | | | 149,981 | | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | | | — | | | | | — | | | | | 6,250 | | | | | — | | | | | 33,995 | | | | 20,167 | | | | — | | | | 528,194 | | | Daniel R. Friedman | | | | — | | | | | — | | | | | 16,500 | | | | | 2,710 | | | | | 114,902 | | | Molly P. Adams | | | | — | | | | | — | | | | | 17,750 | | | | | — | | | | | 161,702 | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | | | 9,000 | | | | 35,092 | | | | 1,091,713 | |
(1) | The values shown for restricted stock and performance shares or units were calculated by multiplying the number of shares or units earned at vesting by the average of the high and low prices of our stock on the vesting date. The Performance Shares or Units and the Value Realized on Vesting columns reflect payout of the 2017-2019 LTIP award paid out in March of 2020. The Value Realized on Vesting column also includes vesting of the 2016 restricted stock awards and half of the 2018 restricted stock awards. The value realized has not been reduced to reflect shares or units that were withheld to pay taxes and were not issued to the NEO. |
Retirement Plans Pension Plan All hourly associates earn pension benefits under a formula using a flat dollar rate and years of service ($40 per month x years of service, up to 30 total years). For all salaried associates, Pension Plan benefits were frozen on December 31, 2018, with future retirement benefits to be earned through a 401(k) plan, unless the salaried associate met certain grandfathering criteria on December 31, 2018. Salaried associates who were participants in the Pension Plan and were at least age 55 with 10 years of service, or age 60 with 5 years of service as of December 31, 2018, are considered grandfathered. Grandfathered associates continue to earn benefits under the Pension Plan formula in effect prior to December 31, 2018. Of our NEOs, Mr. Schmidt, Ms. Sullivan, Mr. Schmidt and Mr. Friedman are grandfathered and continue earning pension benefits. Mr. Hannah and Mr. Edwards wereis not grandfathered and, therefore, theirhis qualified Pension Plan benefit was frozen as of December 31, 2018.2018, and Mr. Calandra is not eligible to participate in the Pension Plan. All salaried Pension Plan participants who have completed five total years of employment with the Company are vested and earn the right to receive certain benefits upon retirement at the Caleres | 2024 Proxy Statement 51
normal retirement age of 65 or upon early retirement on or after age 55 with 10 years of service. If the Pension Plan participant retires between the ages of 55 and 65 with at least 10 years of service, he or she is eligible for the greater of i) a subsidized monthly early retirement pension of the benefit accrued on December 31, 2015 that is reduced 1/15 for each of the first five (5) years and 1/30 for each of the next five years that benefit commencement precedes age 65 and ii) a monthly early retirement pension which is actuarially equivalent to the accrued benefit through termination of employment payable at age 65. For grandfathered salaried associates, the amount of monthly pension benefits is calculated based on years of service using a two-rate formula applied to each year of pension service and the participant receives the larger of the December 31, 2015 accrued benefit and the benefit calculated under the current plan provisions using years of service and pay history through termination. Generally, a participant receives credit for one year of service for each 365 days of employment as an eligible employee with the Company commencing after their date of participation in the Pension Plan, up to 30 years. A service credit of 0.825% is applied to that portion of the average annual salary for the 50 Caleres | 2021 Proxy Statement
last 10 years that does not exceed “covered compensation,” which is the 35-year average compensation subject to FICA tax based on a participant’s year of birth; and a service credit of 1.425% is applied to that portion of the average salary during those 10 years that exceeds said level. For the benefit accrued on December 31, 2015, service under the plan commenced at the date of hire and a 35-year service cap and an average annual salary for the five highest consecutive years during the last 10 year period were used in the benefit formula. Annual earnings covered by the Pension Planplan consist of salary, wages, commissions, overtime pay, foreign service premiums, bonuses paid under a formal bonus program, contributions to a nonqualified deferred compensation plan, employee contributions to a Section 125 cafeteria plan and employee deferrals to a 401(k) plan, while all other amounts are excluded. For highly paid employees, benefits are limited pursuant to certain provisions of the Internal Revenue Code, including among others, the limitation on the amount of annual compensation for purposes of calculating eligible benefits for a participant under a qualified retirement plan ($290,000345,000 in 20212024 and $285,000$330,00 in 2020)2023). The accumulated benefit a participant earns under the Pension Plan is payable starting after retirement based on the participant’s choice of payment option, including an annuity for the participant’s life, 50%, 75% or 100% joint and survivor annuity, 10 year certain and life annuity, Social Security level income option, and, only for benefits accrued before December 31, 1993, a lump sum payment. All optional forms of benefit are equal to the single life annuity adjusted by plan-specified actuarial equivalence factors. Supplemental Executive Retirement Plan (“SERP”) Certain key management employees who are participants in the Pension Plan, including the 20202023 NEOs with the exception of Mr. Hannah, Mr.Messrs. Calandra and Edwards, and Ms. Adams, are also eligible to participate in the SERP. The purpose of the SERP is to provide benefits to certain highly paid Pension Plan participants whose benefits under the Pension Plan are adversely affected by benefit limitations imposed by the Internal Revenue Code. More specifically, the Internal Revenue Code limits the amount that may be paid from the Pension Plan ($230,000275,000 in both 20202024 and 2021)$265,000 in 2023) to an individual and the amount of pay that can be used to calculate the Pension Plan benefit ($290,000345,000 in 2021)2024). For this reason, the Company maintains the SERP to restore benefits lost under the Pension Plan due to qualified plan limitations imposed by the Internal Revenue Code. In general, the SERP provides eligible employees a lump sum benefit actuarially equivalent to the difference between the amount payable under the Pension Plan and the amount they would have received under the Pension Plan without regard to the limits described above. The SERP is unfunded and all payments are made from general assets. Accordingly, these benefits are subject to forfeiture in the event of bankruptcy. SERP participants that entered the plan prior to January 1, 2006 (“SERP Grandfathered Participants”) are entitled to the executive benefit under the plan (the “Executive SERP”) and receive certain enhanced benefits, including: (i) an increased service credit rate (1.465% instead of 1.425%), (ii) an unreduced early retirement benefit at age 60, provided the participant has at least 10 years of service, and (iii) an increased death benefit (100% in the event of death after age 55 instead of 50%). Ms. Sullivan is a SERP Grandfathered Participant under the Executive SERP, and is eligible for the enhanced benefits described above and is eligible for an unreduced early retirement benefit. In November 2022, the Committee froze the Executive SERP and Ms. Sullivan is no longer accruing additional benefits under the SERP. Upon a change in control, all vesting requirements are waived and SERP participants receive an actuarially equivalent lump sum as if they retired on the effective date of the change in control. Change in control benefits 52 Caleres | 2024 Proxy Statement
are paid within 30 days after the change in control regardless of whether the participant remains employed. Pursuant to certain severance agreements, if a participant terminates employment after a change in control, the participant will be credited with up to three (3) additional years of service under the SERP. The definition of a “change in control” for purposes of the SERP is the same as the definition in the executive severance agreements, described in the section “Payments on Termination and Change in Control.” Caleres | 2021 Proxy Statement 51
Pension Benefits Table The table below quantifies the present value of the benefits payable under the Company’s two (2) defined benefit pension plans (the Pension Plan and the SERP) for the NEOs as of January 30, 2021.February 3, 2024. Pension Benefits Table | Name | | Plan Name | | Number of Years Credited Service(#)(3) | | | Present Value of Accumulated Benefit($) | | | | | Payments During Last Fiscal Year($) | | | Plan Name | | Number of Years Credited Service(#)(3) | | Present Value of Accumulated Benefit($) | | | Payments During Last Fiscal Year($) | | John W. Schmidt(4) | | John W. Schmidt(4) | | | Pension Plan | | 15 | | $ 540,008 | | (1) | | — | | | | SERP | | 15 | | $1,980,301 | | (2) | | — | | Diane M. Sullivan(4) | | Diane M. Sullivan(4) | | Pension Plan | | | 17 | | | $ | 830,515 | | | | (1 | ) | | | — | | | Pension Plan | | 20 | | $ 788,767 | | (1) | | — | | | | SERP | | 19 | | $8,007,823 | | (2) | | — | | | SERP | | | 17 | | | $ | 5,879,276 | | | | (2 | ) | | | — | | | Kenneth H. Hannah | | Pension Plan | | | 3 | | | $ | 85,136 | | | | (1 | ) | | | — | | | John W. Schmidt(4) | | Pension Plan | | | 13 | | | $ | 476,177 | | | | (1 | ) | | | — | | | | | SERP | | | 13 | | | $ | 1,075,385 | | | | (2 | ) | | | — | | | Michael R. Edwards | | Michael R. Edwards | | Pension Plan | | | 11 | | | $ | 207,749 | | | | (1 | ) | | | — | | | Pension Plan | | 11 | | $ 143,379 | | (1) | | — | | Daniel R. Friedman(4) | | Daniel R. Friedman(4) | | Pension Plan | | | 15 | | | $ | 546,484 | | | | (1 | ) | | | — | | | Pension Plan | | 17 | | $ 605,847 | | (1) | | — | | | | SERP | | | 15 | | | $ | 904,784 | | | | (2 | ) | | | — | | | | | SERP | | 17 | | $1,177,950 | | (2) | | — | Molly P. Adams | | Pension Plan | | | — | | | $ | — | | | | (1 | ) | | | — | |
(1) | For the Pension Plan, the calculation of the present value of the accumulated benefit assumes: |
each participant’s benefit commences at age 65 or January 31, 2021 if later, the age at which retirement may occur without any reduction in benefits, discounted to January 31, 2021, using a discount rate of 3.10%; and
| • | | each participant’s benefit commences at age 65 or January 31, 2024, if later, the age at which retirement may occur without any reduction in benefits, discounted to January 31, 2024, using a discount rate of 5.40%; and |
post-retirement mortality based on the PRI-2012 Bottom Quartile projected forward with generational Scale MP-2020.
| • | | post-retirement mortality based on the PRI-2012 Bottom Quartile projected forward with generational Scale MP-2021. |
(2) | For the SERP, the calculation of the present value of the accumulated benefit assumes that each participant’s benefit is payable as a lump sum commencing at the age at which retirement may occur without any reduction in benefits, discounted to January 31, 2021,2024, using a discount rate of 3.10%5.40%, and post-retirement mortality based on the unisex mortality table published by the IRS for 20212023 lump sum payments. |
(3) | The years of credited service are based on actual service and do not reflect additional credited service that might be applicable in the event of a change in control under the executive severance agreements. |
(4) | Three of our NEOs are currently vested in the SERP. If any of the vested NEOs left the Company as of January 31, 2021,February 3, 2024, then in lieu of the amounts shown in this table, they would have been eligible for a lump-sum payment from the SERP in the following approximate amounts: Mr. Schmidt — $1,812,727, Ms. Sullivan — $6,237,170, Mr. Schmidt — $1,097,491$8,007,823, and Mr. Friedman — $923,715.$1,079,265. This lump sum would not be payable until July 31, 20212024 and would also include interest for the six month delay in payment. All lump-sum payments are calculated based on the 20212024 unisex mortality table published by the IRS and interest rates of .54%5.77% for annuity payments due during the first five years; 2.38%6.14% for annuity payments due during the next 15 years; and 3.28%6.19% for annuity payments due after 20 years. |
Non-Qualified Deferred Compensation Selected key executives, including the NEOs, are eligible to participate in a deferred compensation plan. Under this plan, a participant may elect to defer annually the receipt of up to 50% of base salary and up to 100% of other approved compensation (with deferral of annual incentive awards authorized by the Compensation Committee for deferral), and thereby delay taxation of these deferred amounts until actual payment of the deferred amount in future years. At the participant’s election, payments can be deferred until a specific date at least three (3) years after the year of Caleres | 2024 Proxy Statement 53
deferral or until termination of employment (subject to earlier payment in the event of a change of control), and can be paid in a lump sum or in up to 15 annual installments. Separate deferral elections can be made for each year; and in limited circumstances, existing payment elections may be changed. The amounts deferred are 52 Caleres | 2021 Proxy Statement
credited to accounts that mirror the gains and/or losses of several different publicly available investment funds, based on the participant’s election; and the investment funds available are expected to be substantially similar to the mutual fund-type investments available under our 401(k) Plan. Accordingly, above market earnings will not result under this plan. In 2020,2023, the rate of return for this account was 6.66%9.04%. In general, the participant can receive “in-service” hardship withdrawals, but withdrawals not based on hardship are not allowed while participants are still employed. The Company is not required to make any contributions to this plan and has unrestricted use of any amounts deferred by participants. Although the Company has established a “Rabbi Trust” to invest funds equal in amount to compensation that has been deferred, the deferred compensation plan is an unfunded, nonqualified plan, for which the benefits are to be paid out of our general assets and are subject to forfeiture in the event of bankruptcy or liquidation. The plan is subject to the requirements of Section 409A of the Internal Revenue Code, and if a participant is considered a “specified employee” on his or her separation date, Section 409A requires the delay of payments for six (6) months after such date. The following table shows contributions and earnings during 20202023 and the account balances as of January 29, 2021February 2, 2024 (the last business day of 2020)2023), for our NEOs under the deferred compensation plan. Non-Qualified Deferred Compensation Table | Name | | Executive Contributions in Last Fiscal Year(1) | | Company Contributions in Last Fiscal Year | | Aggregate Earnings in Last Fiscal Year | | Aggregate Withdrawals/ Distributions in Last Fiscal Year | | Aggregate Balance at Last Fiscal Year-End | | Executive Contributions in Last Fiscal Year(1) | | | Company Contributions in Last Fiscal Year(2) | | | Aggregate Earnings in Last Fiscal Year | | | Aggregate Withdrawals/ Distributions in Last Fiscal Year | | | Aggregate Balance at Last Fiscal Year-End | | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | | | — | | | | 62,700 | | | | — | | | | — | | | | — | | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | | | — | | | | 23,700 | | | | — | | | | — | | | | — | | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Kenneth H. Hannah | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | John W. Schmidt | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | — | | | | 22,388 | | | | — | | | | — | | | | — | | | Daniel R. Friedman | | | 18,317 | | | | | — | | | | 25,513 | | | | | — | | | | 549,021 | | | Molly P. Adams | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | | | 139,294 | | | | 15,197 | | | | 61,902 | | | | — | | | | 885,773 | |
(1) | This amount represents the executive’s contributions, if any, during 2020.2023. Such executive contributions, if any, are included in the “Salary” column in the Summary Compensation Table for fiscal 2020.2023. |
(2) | Contributions to our nonqualified Restoration Plan consist of Company contributions that would have otherwise been contributed to the named executive officer’s 401(k) plan account but for limitations imposed by the IRC. These amounts, in their entirety, are included in the “All Other Compensation” column of the “Summary Compensation Table”. |
Payments on Termination and Change in Control Under the 20112017 Plan and 20172022 Plan, a “change in control” generally consists of any of the following: any person acquires more than 30% of the Company’s stock through a tender offer, exchange offer or otherwise; the incumbent board (and their successors approved by at least two-thirds of the directors then in office) cease to constitute a majority of the board; the Company is liquidated or dissolved following a sale of substantially all of its assets; or the Company is not the surviving parent corporation following a merger or consolidation. Under the executive severance agreements, the SERP and the deferred compensation plan, a “change in control” results when: any person acquires 30% or more of the Company’s stock (other than acquisitions directly from the Company); or the incumbent board (and their successors approved by at least two-thirds of the directors then in office) cease to constitute a majority of the board; or the consummation of a merger, consolidation or reorganization or sale of substantially all of the Company’s assets, unless our shareholders prior to the transaction hold more than 65% of the voting securities of the successor or surviving entity in substantially the same proportion as prior to the transaction. 54 Caleres | 2024 Proxy Statement
The 20112017 and 20172022 Plans contain “single trigger” provisions in the event of a change in control. Thus, the Plans provide that in the event of a change in control (even if the executive remains with the Company after the change in control and even if stock options are assumed or restricted shares are substituted by the surviving company), all restricted stock and stock options will immediately vest, and outstanding incentive awards will be payable at the target level and prorated based on the period of service. Our SERP also provides “single trigger” benefits following a change in control. Therefore, a SERP participant’s benefits will vest in full upon a change in control with an Caleres | 2021 Proxy Statement 53
enhanced benefit if the participant is under age 60 (for pre-2006 participants) or age 55 (for post-2005 participants). The executive severance agreements, however, generally provide for “double trigger” benefits if employment is terminated following a change of control, whether by the Company for cause or by the executive for good reason. TheExcept with respect to Ms. Sullivan, who entered into an employment agreement with the Company upon becoming Executive Chair as of January 15, 2023, the Company is not a party to traditional employment agreements with its NEOs, but it does have an executive severance agreement with each of them with the exception of Mr. Edwards.them. These severance agreements provide that if the NEO is terminated by the Company without cause or, following a change in control, either terminates “for good reason” or is terminated by the Company, the NEO would be subject to a non-compete agreement and be entitled to certain payments or benefits in addition to those otherwise available under our incentive plan, retirement plan and SERP.
Caleres | 2024 Proxy Statement 55
Additional Benefits on Termination and Change in Control If an NEO voluntarily leaves his or her employment, no additional or accelerated benefits are available and Ms. Adams received no severance benefits and all of her unvested equity awards were forfeited upon her departure from the Company.available. The following table shows the types of additional or accelerated benefits that are triggered by a change in control and certain other events of termination for our NEOs (other than Mr. Edwards and Ms. Adams).NEOs. The definitions for a “good reason” termination and “Change in Control” are included in the discussion of “Executive Severance Agreements” herein, and the definition of “Change in Control” under the 20112017 and 20172022 Plans is provided in the preceding section. 54 Caleres | 2021 Proxy Statement
Additional Benefits on Termination and Change in Control (CIC) | | | | | | | | | | | | | | | Involuntary Termination Not for Cause | | Death | | Permanent Disability | | Retirement | | Involuntary or Good Reason Termination
Within 24
Months After
CIC | | Change in Control Only | Cash Severance | | 1x or 2x the sum of (x) highest salary in past 12 months and (y) amount equal to target bonus | | None | | 2x or 3x the sum of (x) highest salary in past 12 months and (y) amount equal to target bonus | | None | Annual Incentive | | Prorated annual incentive for the year of termination, if earned | | None | | Prorated annual incentive for the year of termination, if earned | | Payment based on target as to outstanding award prorated to CIC. | Stock Option | | Accelerate 1 or 2 years vesting | | Forfeit unvested | | Accelerate all | Restricted Stock | | Accelerate 1 or 2 years vesting | | Accelerate all | | Accelerate all | | Subject to Committee approval | | Accelerate all | Long-Term Incentive | | Forfeit | | At end of performance period for each Long-Term Incentive, payout based on performance achieved prorated for time served, subject to approval by the Committee | | Payout based on target as to all outstanding awards, prorated for time served prior to CIC | SERP | | Lump sum value of: | | | Benefit based on actual pay and years of service | | Not payable until subsequent retirement, death or termination of employment | | Benefits based on actual pay and years of service | | 2 or 3 years extra credited service | | Benefits based on actual pay and years of service | | | Benefit based on age at termination | | If under age 60, (for pre-2006 participants only), a lump sum is paid equal to the actuarial equivalent value of the full benefit that would be payable at age 60. If under age 55 (for post-2005 participants only), a lump sum is paid equal to the actuarial equivalent value of the reduced benefit that would be payable at age 55. | | | Payable only if vested (5 yrs) | | Accelerates vesting | | | Payable 6 months after termination (30 days after death) | | Payable 30 days after CIC | Nonqualified Restoration Plan | | None | | Vested balance payable in a lump sum | | Vested balance payable in a lump sum | Welfare Benefits | | 12 to 24 months medical/dental | | N/A | | 24 or 36 months medical/dental | | N/A | Outplacement | | Available | | N/A | | Available | | N/A | Tax Reimbursement | | N/A | | Modified available (1) | | N/A |
(1) | Relates to reimbursement for excise taxes (and gross-up for income taxes and FICA thereon) if the total payments deemed to be “parachute” payments exceed the Internal Revenue Code limit by more than 10%. Individuals receiving payments that exceed the limit by less than 10% would have their payments reduced to that limit to avoid any excise tax. |
56 Caleres | 20212024 Proxy Statement 55
Estimate of Payments upon Termination and Change in Control The following table includes estimates of potential payments upon termination as if our NEOs had terminated as of January 29, 2021February 2, 2024 (the last business day of 2020)2023), as well as the acceleration of unvested benefits upon a change in control. The termination scenarios covered by the table include involuntaryvoluntary termination not for causefollowing a change in control and involuntary (or good reason) termination following a change in control (“CIC”), as well as death, permanent disability and retirement (at age 65). Payments under certain termination scenarios reflect acceleration of award rights under the 20112017 and 20172022 Plans or additional benefits receivable under our executive severance agreements or SERP, none of which are available to all employees. The NEOs would receive other benefits upon termination such as benefits available to all employees or benefits to which they were already entitled or vested in on such date, including amounts under our retirement programs and non-qualified deferred compensation plan. For information about these amounts, see the Outstanding Equity Awards as of Fiscal Year End; Retirement Plans and Non-Qualified Deferred Compensation sections. Estimate of Payments Upon Termination and Change in Control Table | Name(1) | | Involuntary Termination Not for Cause | | Death | | Disability | | Retirement | | Involuntary or Good Reason Termination Within 24 Months After CIC | | Change in Control Only | | Involuntary Termination Not for Cause | | Death | | Disability | | Retirement | | Involuntary or Good Reason Termination Within 24 Months After CIC | | Change in Control Only | | | Diane M. Sullivan | | | | | | | | | | | | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | John W. Schmidt | | | Additional Payments on CIC or Termination | | | | | | | | | | | | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | | Annual Incentive-2020(2) | | $ | 1,800,000 | | | $ | | | | $ | | | | $ | | | | $ | 1,800,000 | | | $ | 1,800,000 | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | | $ | 1,320,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,320,000 | | | $ | 1,320,000 | | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | | 6,000,000 | | | | | | | | | | 9,000,000 | | | | | | 4,840,000 | | | | — | | | | — | | | | — | | | | 7,260,000 | | | | — | | | Accelerated Equity(4) | | | 4,326,800 | | | | 5,445,800 | | | | 5,445,800 | | | | 5,445,800 | | | | 5,445,800 | | | | 5,445,800 | | Accelerated Equity(4) | | Accelerated Equity(4) | | Accelerated Equity(4) | | | | 4,873,949 | | | | 6,255,450 | | | | 6,255,450 | | | | 6,255,450 | | | | 6,255,450 | | | | 6,255,450 | | | Long-term Incentive(5) | | | | | 2,664,215 | | | | 2,664,215 | | | | 2,664,215 | | | | 2,664,215 | | | | 2,664,215 | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | | | — | | | | 2,279,334 | | | | 2,279,334 | | | | 2,279,334 | | | | 2,279,334 | | | | 2,279,334 | | | Additional SERP benefits(6) | | | | | | | | | | | 1,252,809 | | | | Additional SERP Benefits(6) | | Additional SERP Benefits(6) | | Additional SERP Benefits(6) | | Additional SERP Benefits(6) | | | | — | | | | — | | | | — | | | | — | | | | 298,050 | | | | — | | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | | | — | | | | 61,227 | | | | 61,227 | | | | — | | | | 61,227 | | | | 61,227 | | | Medical/Outplacement(7) | | | 41,002 | | | | | | | | | | 48,003 | | | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | | | 26,453 | | | | — | | | | — | | | | — | | | | 26,172 | | | | — | | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | | | | | | | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | Total | | $ | 12,167,802 | | | $ | 8,110,015 | | | $ | 8,110,015 | | | $ | 8,110,015 | | | $ | 20,210,827 | | | $ | 9,910,015 | | Total | | Total | | Total | | | $ | 11,060,402 | | | $ | 8,596,011 | | | $ | 8,596,011 | | | $ | 8,534,784 | | | $ | 17,500,233 | | | $ | 9,916,011 | | | Kenneth H. Hannah | | | | | | | | | | | | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | Diane M. Sullivan | | | Additional Payments on CIC or Termination | | | | | | | | | | | | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | | Annual Incentive-2020(2) | | $ | 535,840 | | | $ | | | | $ | | | | $ | | | | $ | 535,840 | | | $ | 535,840 | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | | $ | 2,040,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,040,000 | | | $ | — | | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | | 2,411,280 | | | | | | | | | | 3,616,920 | | | | | | 646,703 | | | | — | | | | — | | | | — | | | | 1,493,151 | | | | — | | | Accelerated Equity(4) | | | 910,120 | | | | 1,208,520 | | | | 1,208,520 | | | | 1,208,520 | | | | 1,208,520 | | | | 1,208,520 | | Accelerated Equity(4) | | Accelerated Equity(4) | | Accelerated Equity(4) | | | | 12,092,932 | | | | 12,092,932 | | | | 12,092,932 | | | | — | | | | 12,092,932 | | | | 12,092,932 | | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | | | | 431,188 | | | | 431,188 | | | | 431,188 | | | | 431,188 | | | | 431,188 | | | | 6,300,000 | | | | 5,250,000 | | | | 5,250,000 | | | | — | | | | 6,300,000 | | | | 5,250,000 | | | Additional SERP benefits(6) | | | | | | | | | | | N/A | | | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | | Medical/Outplacement(7) | | | 62,049 | | | | | | | | | | 62,049 | | | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | | | 8,590 | | | | — | | | | — | | | | — | | | | 8,590 | | | | — | | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | | | | | | | | | | N/A | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | Total | | $ | 3,919,289 | | | $ | 1,639,708 | | | $ | 1,639,708 | | | $ | 1,639,708 | | | $ | 5,854,517 | | | $ | 2,175,548 | | Total | | Total | | Total | | | $ | 21,088,225 | | | $ | 17,342,932 | | | $ | 17,342,932 | | | $ | — | | | $ | 21,934,673 | | | $ | 17,342,932 | | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | Jack P. Calandra | | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | | $ | 480,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 480,000 | | | $ | 480,000 | | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | | | 2,240,000 | | | | — | | | | — | | | | — | | | | 3,360,000 | | | | — | | | Accelerated Equity(4) | | Accelerated Equity(4) | | Accelerated Equity(4) | | Accelerated Equity(4) | | | | 945,361 | | | | 1,263,100 | | | | 1,263,100 | | | | 1,263,100 | | | | 1,263,100 | | | | 1,263,100 | | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | | | — | | | | 584,265 | | | | 584,265 | | | | 584,265 | | | | 584,265 | | | | 584,265 | | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | | | — | | | | 23,143 | | | | 23,143 | | | | — | | | | 23,143 | | | | 23,143 | | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | | | 20,496 | | | | — | | | | — | | | | — | | | | 23,243 | | | | — | | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | | | — | | | | — | | | | — | | | | — | | | | N/A | | | | — | | | | | | | | | Total | | Total | | Total | | Total | | | $ | 3,685,857 | | | $ | 1,870,508 | | | $ | 1,870,508 | | | $ | 1,847,365 | | | $ | 5,733,751 | | | $ | 2,350,508 | |
56 Caleres | 20212024 Proxy Statement 57
| Name(1) | | Involuntary Termination Not for Cause | | Death | | Disability | | Retirement | | Involuntary or Good Reason Termination Within 24 Months After CIC | | Change in Control Only | | Involuntary Termination Not for Cause | | Death | | Disability | | Retirement | | Involuntary or Good Reason Termination Within 24 Months After CIC | | Change in Control Only | | | John W. Schmidt | | | | | | | | | | | | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | Michael R. Edwards | | | Additional Payments on CIC or Termination | | | | | | | | | | | | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | | Annual Incentive-2020(2) | | $ | 684,000 | | | $ | | | | $ | | | | $ | | | | $ | 684,000 | | | $ | 684,000 | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | | $ | 461,250 | | | $ | — | | | $ | — | | | $ | — | | | $ | 461,250 | | | $ | 461,250 | | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | | 2,888,000 | | | | | | | | | | 4,332,000 | | | | | | 1,076,250 | | | | — | | | | — | | | | — | | | | 2,152,500 | | | | — | | | Accelerated Equity(4) | | | 1,301,770 | | | | 1,961,980 | | | | 1,961,980 | | | | 1,961,980 | | | | 1,961,980 | | | | 1,961,980 | | Accelerated Equity(4) | | Accelerated Equity(4) | | Accelerated Equity(4) | | | | 612,194 | | | | 1,646,922 | | | | 1,646,922 | | | | 1,646,922 | | | | 1,646,922 | | | | 1,646,922 | | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | | | | 505,291 | | | | 505,291 | | | | 505,291 | | | | 505,291 | | | | 505,291 | | | | — | | | | 817,750 | | | | 817,750 | | | | 817,750 | | | | 817,750 | | | | 817,750 | | | Additional SERP benefits(6) | | | | | | | | | | | 255,783 | | | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | | | — | | | | 21,862 | | | | 21,862 | | | | — | | | | 21,862 | | | | 21,862 | | | Medical/Outplacement(7) | | | 41,613 | | | | | | | | | | 41,613 | | | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | | | 26,142 | | | | — | | | | — | | | | — | | | | 31,713 | | | | — | | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | | | | | | | | | | N/A | | | | | | — | | | | — | | | | — | | | | — | | | | N/A | | | | — | | | | | | | | | | | Total | | $ | 4,915,383 | | | $ | 2,467,271 | | | $ | 2,467,271 | | | $ | 2,467,271 | | | $ | 7,780,667 | | | $ | 3,151,271 | | Total | | Total | | Total | | | $ | 2,175,836 | | | | 2,486,534 | | | | 2,486,534 | | | | 2,464,672 | | | | 5,131,997 | | | | 2,947,784 | | | Michael R. Edwards | | | | | | | | | | | | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | Daniel R. Friedman | | | Additional Payments on CIC or Termination | | | | | | | | | | | | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | Additional Payments on CIC or Termination | | | Annual Incentive-2020(2) | | | — | | | | | | | | | | — | | | | — | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | Annual Incentive-2023(2) | | | $ | 329,550 | | | $ | — | | | $ | — | | | $ | — | | | $ | 329,550 | | | $ | 329,550 | | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | Cash Severance(3) | | | — | | | | | | | | | | — | | | | | | 1,673,100 | | | | — | | | | — | | | | — | | | | 1,673,100 | | | | — | | | Accelerated Equity(4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Accelerated Equity(4) | | Accelerated Equity(4) | | Accelerated Equity(4) | | | | 303,430 | | | | 828,604 | | | | 828,604 | | | | 828,604 | | | | 828,604 | | | | 828,604 | | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | Long-term Incentive(5) | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 535,173 | | | | 535,173 | | | | 535,173 | | | | 535,173 | | | | 535,173 | | | Additional SERP benefits(6) | | | | | | | | | | | — | | | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | Additional SERP benefits(6) | | | | — | | | | | | | | — | | | | 190,338 | | | | — | | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | Nonqualified Restoration Plan Benefit(6) | | | | — | | | | 14,870 | | | | 14,870 | | | | — | | | | 14,870 | | | | 14,870 | | | Medical/Outplacement(7) | | | — | | | | | | | | | | — | | | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | Medical/Outplacement(7) | | | | 26,142 | | | | — | | | | — | | | | — | | | | 37,284 | | | | — | | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | Tax Reimbursement(8) | | | | | | | | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | Total | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Daniel R. Friedman | | | | | | | | | | | | | | Additional Payments on CIC or Termination | | | | | | | | | | | | | | Annual Incentive-2020(2) | | | 319,800 | | | | | | | | | | 319,800 | | | | 319,800 | | | Cash Severance(3) | | | 1,623,600 | | | | | | | | | | 1,623,600 | | | | | Accelerated Equity(4) | | | 324,510 | | | | 529,660 | | | | 529,660 | | | | 529,660 | | | | 529,660 | | | | 529,660 | | | Long-term Incentive(5) | | | | | 297,654 | | | | 297,654 | | | | 297,654 | | | | 297,654 | | | | 297,654 | | | Additional SERP benefits(6) | | | | | | | | | | | 210,145 | | | | | Medical/Outplacement(7) | | | 38,206 | | | | | | | | | | 49,413 | | | | | Tax Reimbursement(8) | | | | | | | | | | | — | | | | | | | | | | Total | | | 2,306,116 | | | | 827,314 | | | | 827,314 | | | | 827,314 | | | | 3,030,272 | | | | 1,147,114 | | Total | | Total | | | $ | 2,332,222 | | | $ | 1,378,647 | | | $ | 1,378,647 | | | $ | 1,363,777 | | | $ | 3,608,919 | | | $ | 1,708,197 | |
(1) | The post-termination benefits available to Ms. Sullivan are governed by her Employment Agreement (effective as of January 15, 2023) and her Award Agreements. The benefits available to Messrs. Hannah, Schmidt, Calandra, Edwards, and Friedman are governed by their executive severance agreements. The terms of such agreements are described in detail below under “Executive Severance Agreements”.Agreements.” |
(2) | The payment for the Annual Incentive — 20202023 reflects the amount payable for the award assuming performance at the target level is achieved; although this early payout is subject to pro-ration for the period of service provided, the assumed termination on the last day of the fiscal year is based on a full 12 months’ service, such that no proration is required. |
(3) | The executive severance agreements provide for a severance payment equal to either one or two times the sum of salary plus bonus. In the event of termination within two years after a change in control, the executive severance agreements provide for a severance payment equal to either two or three times the sum of salary plus target bonus. Ms. Sullivan’s Employment Agreement provides for the continuation of base salary through the end of her defined term (the annual meeting in 2025). |
(4) | Accelerated Equity reflects the value of stock options and restricted stock awards for which, and to the extent, vesting would be accelerated due to the events indicated. For restricted stock, the values have been calculated by multiplying the number of shares accelerated by the |
Caleres | 2021 Proxy Statement 57
| closing price of our stock on February 1, 20212, 2024, the last business day of fiscal year 2023. Under the 2017 and for stock options, the values have been calculated by multiplying the number of shares accelerated by the spread between the closing price of our stock on February 1, 2021 and the exercise price. Under our 2011 and 20172022 Plans, all restricted stock and stock option awards become fully vested upon a change in control. Under the terms of certain agreements for restricted stock, full vesting results upon death, disability, retirement at age 65, or early retirement with prior approval of the Compensation Committee. Mssrs. Calandra and Edwards are the only NEOs who are not currently retirement eligible. Ms. Sullivan will forfeit unvested equity if she retires before the end of her defined term. |
(5) | Under the terms of our 20112017 and 20172022 Plans, in the event of death, disability, retirement (age 65) or early retirement (age 55 and at least 10 years of service), pro rata payment is made for outstanding long-term incentives, based on performance achieved. The amounts shown reflect potential payment of 100% of the target for the 2018-2020, 2019-20212021—2023, 2022—2024, and 2020-20222023—2025 awards. Our 20112017 and 20172022 Plans also provide that in the event of a change in control, the long-term incentive awards are payable assuming targeted performance goals are met, with payment prorated based on service through the termination date in proportion to the performance period of the award. The 2021 and 2022 awards were granted as performance cash, rather than equity. Ms. Sullivan will forfeit unvested equity if she retires before the end of her defined term. |
58 Caleres | 2024 Proxy Statement
(6) | A change in control results in an enhanced early retirement benefit under the SERP for pre-2006 participants, which includes Ms. Sullivan. Furthermore, under the executive severance agreements, if participants. If there is an involuntary or good reason termination within 24 months after a change of control, then each qualified participant is credited with either two or three years of additional service. Under the Nonqualified Restoration Plan, an active participant shall be fully vested in all employer credits upon death, disability, age 65, or a change in control event. |
(7) | The executive severance agreements provide for medical and dental benefits following an involuntary termination unrelated to a change in control for either 12 months of coverage, or for 18 months of coverage plus cash for six months of coverage. In the event of an involuntary termination following a change in control, these benefits would be for 18 months of coverage or 18 months of coverage plus cash equal to either six or 18 months of coverage. The cash payments are based on the Company’s cost to provide such benefits. In addition, the executive severance agreements provide for outplacement services. The amounts on this line represent the present value of health care benefits to be provided, which was estimated based on assumptions used by the Company for financial reporting purposes, plus $27,000$15,000 for outplacement services. Ms. Sullivan does not receive outplacement benefits under her new Employment Agreement. |
(8) | TheMr. Friedman’s executive severance agreements provideagreement provides that upon a termination following a change in control, he will receive a tax reimbursement payment if total payments subject to excise tax under Section 4999 of the Internal Revenue Code exceeds by more than 10% the payment cap that triggers the tax. In this case, the tax reimbursement amount represents a reasonable estimate of costs to cover the excise tax liability under Internal Revenue Code Section 4999 and the subsequent federal, state and FICA taxes on the reimbursement payment. In making this calculation, a portion of these termination benefits is deemed to be in consideration of non-competition agreements or as reasonable compensation. The assumptions used to calculate this estimate are: a corporate tax rate of 27.25%21%, a state tax rate of 6.0%10.9% for Missouri residents (Ms. Sullivan and Mr. Hannah) and Mr. Friedman ( a Connecticut resident) and a state tax rate of 9.62% for Mr. Schmidt (a New York resident),residents, and a FICA rate of 2.35%7.65%.
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Executive Severance Agreements TheWith the exception of Ms. Sullivan, whose employment agreement was entered into as of January 15, 2023, the executive severance agreements with our NEOs have up to a three-year term and are automatically extended for successive one-year periods unless either party terminates the agreement upon notice prior to the end of any term. The agreement for Ms. Sullivan was entered into as of April 1, 2006, the agreement for Mr. Hannah was entered into as of February 16, 2015, the agreement for Mr. Schmidt was entered into as of June 14, 2018, the agreement for Mr. Calandra was entered into as of September 12, 2023, the agreement for Mr. Edwards was entered into January 31, 2022 and the agreement for Mr. Friedman was entered into as of April 1, 2009. All of the NEOs’ severance agreements then in existence were amended in December 2009 to avoid adverse tax consequences under Internal Revenue Code Sections 409(a) and 162(m).
Regardless of the reason for termination, the executive severance agreements require that the executive comply with a post-termination non-compete provision that restricts the executive from providing any executive level or consulting services to any competitor in the footwear industry or interfering with the Company’s customer relationships. Termination Not Related to Change in Control.Control. The executive severance agreements provide that if the executive is terminated by the Company for any reason other than for cause, death or disability at any time or by the executive within 90 days after the occurrence of good reason, the executive will be entitled to receive: a lump-sum cash payment equal to up to 200% of the sum of (a) the executive’s base annual salary at the highest rate in effect at any time during the 12 months immediately preceding the termination and (b) the target annual cash incentive for the year of termination;
| • | | a lump-sum cash payment equal to up to 200% of the sum of (a) the executive’s base annual salary at the highest rate in effect at any time during the 12 months immediately preceding the termination and (b) the target annual cash incentive for the year of termination; |
a cash payment equal to the executive’s prorated annual cash incentive for the year of termination, payable based on performance level achieved during the performance period and at the same time as other participants receive such payments;
| • | | a cash payment equal to the executive’s prorated annual cash incentive for the year of termination, payable based on performance level achieved during the performance period and at the same time as other participants receive such payments; |
continued coverage under the Company’s medical and dental plans for up to 18 months, followed by a cash payment equal to the Company’s cost for an additional six months of coverage;
| • | | continued coverage under the Company’s medical and dental plans for up to 18 months, followed by a cash payment equal to the Company’s cost for an additional six months of coverage; |
immediate vesting of the employee’s restricted stock and outstanding stock options that would have vested over a period of up to two years following termination; and
| • | | immediate vesting of the employee’s restricted stock and outstanding stock options that would have vested over a period of up to two years following termination; and |
58 Caleres | 2021 Proxy Statement
The executive severance agreements provide no benefits in the event of a voluntary termination without good reason. Involuntary Termination Following a Change in Control.Control. The executive severance agreements provide benefits following a change in control which are based on a dual-trigger;double-trigger; that is, there must be (a) a change in control and (b) within a certain period of time there must be an involuntary termination of employment. Caleres | 2024 Proxy Statement 59
If a change in control occurs and within 24 months after a change in control an executive officer is (a) terminated by the Company without cause or (b) terminates employment within 90 days after the occurrence of good reason, the executive officer will be entitled to receive: lump-sum cash payment equal to up to 300% of the sum of (a) the executive’s base annual salary at the highest rate in effect at any time during the 12 months immediately preceding the termination and (b) the target bonus for the year of termination;
| • | | lump-sum cash payment equal to up to 300% of the sum of (a) the executive’s base annual salary at the highest rate in effect at any time during the 12 months immediately preceding the termination and (b) the target bonus for the year of termination; |
a cash payment equal to the executive’s prorated annual cash incentive for the year of termination;
| • | | a cash payment equal to the executive’s prorated annual cash incentive for the year of termination; |
continued coverage under the Company’s medical and dental plans for up to 18 months followed by a cash payment equal to the Company’s cost for up to an additional six months of coverage;
| • | | continued coverage under the Company’s medical and dental plans for up to 18 months followed by a cash payment equal to the Company’s cost for up to an additional six months of coverage; |
immediate vesting of all outstanding awards of restricted stock and outstanding stock options;
| • | | immediate vesting of all outstanding awards of restricted stock and outstanding stock options; |
additional two or three years of credited service under the SERP; and
| • | | additional two or three years of credited service under the SERP; and |
except for Messrs. Hannah and Schmidt, tax reimbursement payment only if total payments subject to excise tax under Section 4999 of the Internal Revenue Code exceeds by more than 10% the payment cap that triggers the tax, in which event the additional payment will include a reimbursement for the excise taxes and the tax gross-up on the reimbursement. If such total payments subject to excise tax exceed the cap by less than 10%, then the payments will be reduced to the level of the payment cap to avoid application of the excise tax.
| • | | For Mr. Friedman only, tax reimbursement payment only if total payments subject to excise tax under Section 4999 of the Internal Revenue Code exceeds by more than 10% the payment cap that triggers the tax, in which event the additional payment will include a reimbursement for the excise taxes and the tax gross-up on the reimbursement. If such total payments subject to excise tax exceed the cap by less than 10%, then the payments will be reduced to the level of the payment cap to avoid application of the excise tax. |
If an executive is terminated within 24 months of a change in control, the Company will pay the executive’s legal fees to the extent the executive prevails on a claim contesting a termination for cause or a Company determination on payments or to enforce his or her rights under the agreement. Key Definitions.Definitions. A “change in control” for purposes of the executive severance agreements generally consists of any of the following any person or entity acquires 30% or more of the Company’s stock (other than acquisitions directly from the Company);
| • | | any person or entity acquires 30% or more of the Company’s stock (other than acquisitions directly from the Company); |
the incumbent board (and their successors approved by at least a majority of the directors then in office) cease to constitute a majority of the board; or
| • | | the incumbent board (and their successors approved by at least a majority of the directors then in office) cease to constitute a majority of the board; or |
the consummation of a merger, consolidation or reorganization or sale of substantially all of the Company’s assets unless our shareholders following the transaction hold more than 65% of the voting securities of the successor or surviving entity in substantially the same proportion as prior to the transaction.
| • | | the consummation of a merger, consolidation or reorganization or sale of substantially all of the Company’s assets unless our shareholders following the transaction hold more than 65% of the voting securities of the successor or surviving entity in substantially the same proportion as prior to the transaction. |
A termination for “good reason” for the executive generally includesmeans any of the following Company actions without the executive’s written consent: a reduction in then-current base salary;
| • | | a reduction in then-current base salary; |
a reduction in status, position, responsibilities or duties;
| • | | a reduction in status, position, responsibilities or duties; |
the required relocation of executive’s principal place of business, without executive’s consent, to a location which is more than 50 miles from executive’s principal place of business;
| • | | the required relocation of executive’s principal place of business, without executive’s consent, to a location which is more than 50 miles from executive’s principal place of business; |
a material increase in the amount of time the executive is required to travel on behalf of the Company;
| • | | a material increase in the amount of time the executive is required to travel on behalf of the Company; |
the failure of any successor of the Company to assume the severance agreement; or
| • | | the failure of any successor of the Company to assume the severance agreement; or |
a material breach of the severance agreement by the Company.
Caleres | 2021 Proxy Statement 59
| • | | a material breach of the severance agreement by the Company. |
A termination “for cause” means the executive has engaged in: willful misconduct which is materially injurious to the Company;
| • | | willful misconduct which is materially injurious to the Company; |
fraud, material dishonesty or gross misconduct in connection with the business of the Company or conviction of a felony;
| • | | fraud, material dishonesty or gross misconduct in connection with the business of the Company or conviction of a felony; |
any act of moral turpitude reasonably likely to materially and adversely affect the Company or its business;
| • | | any act of moral turpitude reasonably likely to materially and adversely affect the Company or its business; |
illegal use of a controlled substance or using prescription medications unlawfully; or
| • | | illegal use of a controlled substance or using prescription medications unlawfully; or |
The Internal Revenue Code disallows deductions for certain executive compensation that is contingent on a change in ownership or control. 60 Caleres | 20212024 Proxy Statement
CEO Pay Ratio Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. Our CEO, Mr. Schmidt, had annual total compensation of $7,804,523 as reflected in the Summary Compensation Table above. Using January 28, 2023, as our measurement date and excluding our CEO, we determined our comparable median employee taking into account all full-time, part-time, seasonal and temporary employees, which resulted in a total of 9,300 employees. Because of the nature of our business, which has significant retail operations, a large number of our employees (approximately 45%) are part-time, temporary or seasonal. We further used a consistently applied compensation measure of total cash compensation including base salary (annualized for all employees who had less than a full year of service during 2022) and all cash bonuses and incentive pay. In 2023, there has been no change in our employee population and were no material changes to our compensation or employment practices that would have impacted the calculation of the pay ratio, and as a result we did not perform a new calculation to determine the median employee. Our designated median employee’s employment status did, however, change as that associate is no longer employed. As a result, and as permitted by the applicable rules, we substituted a substantially similar employee for purposes of calculating the annual total compensation of our median employee. The annual total compensation of our median employee as of February 3, 2024 was $29,848. Based on this, our estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 261:1. Caleres | 2024 Proxy Statement 61
Pay Versus Performance As set forth in the CD&A above, the Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of our financial, operations and strategic goals and to align our executive compensation with the interests of our shareholders and the value of their investment in the Company. The following table sets forth additional compensation information for our NEOs for fiscal years 2023, 2022, 2021 and 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | Summary Compensation Table Total for CEO | | | Summary Compensation Table Total | | | Compensation Actually Paid to CEO (Sullivan) (2) | | | Compensation Actually Paid to CEO (Schmidt) (2) | | | Average Summary Compensation Table Total for Non-CEO NEOs (3) | | | Average Compensation Actually Paid to Non-CEO NEOs (2)(3) | | | Total Shareholder Return | | | Peer Group Total Shareholder Return (4) | | | Net Earnings ($ in thousands) | | | Adjusted Earnings Per Share (5) | | | | | | | | | | | | | 2023 | | | N/A | | | $ | 7,804,523 | | | | N/A | | | $ | 9,753,186 | | | $ | 3,519,675 | | | $ | 4,411,043 | | | $ | 196.95 | | | $ | 112.71 | | | $ | 171,832 | | | $ | 4.18 | | | | | | | | | | | | | 2022 | | | 13,762,193 | | | | 4,618,166 | | | | 13,759,794 | | | | 5,068,471 | | | | 2,108,075 | | | | 1,774,564 | | | | 153.21 | | | | 102.94 | | | | 179,695 | | | | 4.52 | | | | | | | | | | | | | 2021 | | | 10,196,791 | | | | N/A | | | | 15,891,788 | | | | N/A | | | | 2,013,911 | | | | 2,831,096 | | | | 139.11 | | | | 108.80 | | | | 138,163 | | | | 4.29 | | | | | | | | | | | | | 2020 | | | 2,929,336 | | | | N/A | | | | 1,940,962 | | | | N/A | | | | 1,062,235 | | | | 617,092 | | | | 89.92 | | | | 92.59 | | | | (438,994 | ) | | | (1.40 | ) |
(1) | The dollar amounts reported are the amounts of total compensation reported for our CEO in the Summary Compensation Table. |
(2) | The dollar amounts reported represent the amount of compensation actually paid (“CAP”), as computed in accordance with SEC rules, for our CEO. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable years, but include (i) theyear-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year, and (iii) certain pension-related costs. The following table details the adjustments to the Summary Compensation Table total pay for our CEO, as well as the average for our other NEOs to determine compensation actually paid. |
62 Caleres | 2024 Proxy Statement
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CEO | | | | | | | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | | | | | Sullivan | | | Schmidt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table Total | | $ | 7,804,523 | | | $ | 13,762,193 | | | $ | 4,618,166 | | | $ | 10,196,791 | | | $ | 2,929,336 | | | | | $ | 3,519,675 | | | $ | 2,108,075 | | | $ | 2,013,911 | | | $ | 1,062,235 | | | | | | | | | | | | | Less: Reported Fair Value of Equity Awards | | | (4,000,038 | ) | | | (6,828,768 | ) | | | (2,460,012 | ) | | | (5,054,175 | ) | | | (1,184,813 | ) | | | | | (701,507 | ) | | | (512,945 | ) | | | (373,323 | ) | | | (373,472 | ) | | | | | | | | | | | | Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | | | 5,526,003 | | | | 8,849,186 | | | | 3,023,041 | | | | 8,885,800 | | | | 3,588,625 | | | | | | 969,124 | | | | 360,884 | | | | 792,417 | | | | 678,439 | | | | | | | | | | | | | Add: Vesting Date Fair Value of Awards Granted in the Year | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | — | | | | 82,436 | | | | — | | | | — | | | | | | | | | | | | | Add: Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | 133,395 | | | | (400,208 | ) | | | (106,983 | ) | | | 581,300 | | | | (1,990,778 | ) | | | | | (105,723 | ) | | | 3,390 | | | | 86,490 | | | | (216,331 | ) | | | | | | | | | | | | Add: Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | | 745,726 | | | | 1,116,900 | | | | 249,390 | | | | 2,556,378 | | | | (524,600 | ) | | | | | 758,607 | | | | 40,324 | | | | 481,189 | | | | (60,024 | ) | | | | | | | | | | | | Subtract the Amount in Fair Value of Equity Awards Forfeited or Failed to Meet Applicable Vesting Conditions | | | — | | | | (1,194,390 | ) | | | (265,420 | ) | | | (1,359,900 | ) | | | (1,023,516 | ) | | | | | — | | | | (282,442 | ) | | | (151,100 | ) | | | (453,131 | ) | | | | | | | | | | | | Less: Change in Pension Value Reported in the Summary Compensation Table | | | (611,206 | ) | | | (1,858,607 | ) | | | (141,333 | ) | | | (199,479 | ) | | | (216,379 | ) | | | | | (77,712 | ) | | | (53,367 | ) | | | (75,714 | ) | | | (70,636 | ) | | | | | | | | | | | | Add: Pension Service Cost for Services Rendered during the Year | | | 154,783 | | | | 313,488 | | | | 151,622 | | | | 285,073 | | | | 363,087 | | | | | | 48,579 | | | | 28,209 | | | | 57,226 | | | | 50,012 | | | | | | | | | | | | | Compensation Actually Paid | | $ | 9,753,186 | | | $ | 13,759,794 | | | $ | 5,068,471 | | | $ | 15,891,788 | | | $ | 1,940,962 | | | | | $ | 4,411,043 | | | $ | 1,774,564 | | | $ | 2,831,096 | | | $ | 617,092 | |
(3) | Fiscal year 2023 reflects compensation information for our NEOs, other than our CEO, as described in the CD&A of this proxy statement. Compensation information for our NEO’s other than our CEOs for prior fiscal years include the following: For fiscal year 2022 – Mr. Calandra, Kenneth H. Hannah, former Senior Vice President and Chief Financial Officer, Mr. Edwards, Mr. Friedman and Douglas W. Koch, Senior Vice President and Chief Human Resources Officer; Fiscal year 2021 – Mr. Schmidt, Mr. Hannah, Mr. Edwards and Mr. Friedman; and Fiscal year 2020 – Mr. Schmidt, Mr. Hannah, Mr. Edwards, Mr. Friedman and Molly P. Adams, former Division President – Famous Footwear. |
Caleres | 2024 Proxy Statement 63
(4) | Peer group reflects the same peer companies used in the performance graph in the Form10-K as required under Item 201(e)(1)(ii). |
(5) | Refer to Annex 1 for a reconciliation of GAAP earnings per share to adjusted earnings per share. |
The following table identifies the four most important financial performance measures used by the Committee to link the CAP to our Chief Executive Officer (CEO) and other NEOs in 2023 to Company performance. The role of each of these performance measures in our NEOs’ compensation is set forth in the CD&A. | | Financial Performance Measures | | Adjusted Earnings Per Share | | Return on Sales | | Operating Earnings | | Net Sales |
The graphs below reflect the alignment between the CAP over the four-year period ended February 3, 2024 and the trends in the Company’s Total Shareholder Return (TSR), Net Earnings and Adjusted Earnings Per Share (Adjusted EPS) over the same period. In addition, the graph entitled CAP vs. Total Shareholder Return reflects the degree to which the Company’s TSR aligns with the TSR of its peers over the sameperiod . 64 Caleres | 2024 Proxy Statement
Caleres | 2024 Proxy Statement 65
PROPOSAL 3 — APPROVAL, BY NON-BINDING ADVISORY VOTE, OF THE COMPANY’S EXECUTIVE COMPENSATION Section 14A of the Securities Exchange Act of 1934 requires virtually all publicly-traded companies to permit their shareholders to cast a non-binding advisory vote on executive compensation paid to their named executive officers (“Say on Pay”). This advisory vote on executive compensation is non-binding on the board, will not overrule any decision by the board and does not compel the board to take any action. However, the board and the Culture, Compensation and People Committee will take into account the outcome of the vote when considering future executive compensation decisions for NEOs. The board and the Culture, Compensation and People Committee believe that the Company’s executive compensation programs and policies and the compensation decisions for 20202023 described in this Proxy Statement (i) support the Company’s business objectives, (ii) link the interests of the executive officers and shareholders, (iii) align executive officer pay with individual and Company performance without encouraging excessive risk-taking that could have a material adverse effect on the Company, (iv) provide executive officers with a competitive level of compensation and (v) assist the Company in retaining NEOs as well as other senior leaders. For the reasons discussed above (and as further explained in the compensation disclosures made in this Proxy Statement), the board recommends that shareholders vote in favor of the following resolution: “RESOLVED, that the shareholders approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and other related tabular and narrative disclosures set forth in this Proxy Statement).” The above referenced disclosures appear on pages 2931 to 6065 of this Proxy Statement. | | | | | | | Your Board of Directors recommends a vote “FOR” the approval, by
non-binding advisory vote, of the Company’s executive compensation. | | |
66 Caleres | 20212024 Proxy Statement 61
OTHER MATTERS We know of no other matters to come before the annual meeting. If any other matters properly come before the annual meeting, the proxies solicited hereby will be voted on such matters in accordance with the judgment of the persons voting such proxies. Shareholder Proposals for the 20222025 Annual Meeting Our bylaws provide that our annual meeting of shareholders shall be held on the fourth Thursday in May each year unless the board fixes a different date for the annual meeting. In order to be included in our proxy statement and proxy card for the 20222025 annual meeting, we must receive a shareholder’s proposal by December 16, 202112, 2024 (120 days before the anniversary of the mailing date of the prior year’s proxy materials). Upon timely receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy in accordance with regulations governing the solicitation of proxies. In addition, under our bylaws, a shareholder who intends to present an item of business at the 20222025 annual meeting (other than a proposal submitted for inclusion in our proxy materials) or to nominate an individual for election as a director at the 20202025 annual meeting must provide notice to us of such business or nominee in accordance with the requirements in our bylaws not less than 90 days (February 26, 2022)21, 2025) nor more than 120 days (January 27, 2022)22, 2025) prior to the date of the 20222025 annual meeting as established in our bylaws. Our bylaws set out specific information required to be included in the notice with respect to the shareholder and certain associated persons, the proposed business and, to the extent applicable, the proposed nominee. Our bylaws are available on our website at http://caleres.com/c/investor-overview/investors/corporate-governance. In each case, notice must be given to our Corporate Secretary, whose address is 8300 Maryland Avenue, St. Louis, Missouri 63105. Other The New York Business Corporation Law requires that New York corporations, including the Company, provide information to their shareholders regarding any policies of directors’ and officers’ liability insurance which have been purchased or renewed. Accordingly, we want to notify our shareholders that, effective October 31, 2020,2023, we purchased policies of directors’ and officers’ liability insurance from ACE AmericanTravelers Casualty & Surety Co. of America; Everest National Insurance Company; National Union Fire Insurance Company of Pittsburgh, PA; Old Republic Professional Liability, Inc.; Beazley Insurance Company, Inc. and ChubbTravelers Insurance Company of Canada. These policies cover all duly elected directors and all duly elected or appointed officers and non-officer employees (if a co-defendant with an officer or director) of Caleres, Inc. and its subsidiary companies. The policy premiums for the term ending on October 31, 2021,2024, are $942,293.$888,342. To date, no claims have been paid under any policy of directors’ and officers’ liability insurance. The Company undertakes to provide, without charge, to each shareholder a copy of the Company’s Annual Report on Form 10-K for 2020,2023, including the financial statements and financial statement schedule(s). For your copy, please write to our Corporate Secretary at 8300 Maryland Avenue, St. Louis, Missouri 63105, or you may access such report on the Company’s website at http://investor.caleres.com/ financial-information/annual-reports. THOMAS C. BURKE Senior Vice President, General Counsel and Secretary 8300 Maryland Avenue St. Louis, Missouri 63105 62 Caleres | 20212024 Proxy Statement 67
ANNEX I — RECONCILIATION OF ADJUSTED RESULTS (NON-GAAP) Non-GAAP Financial Measures In this proxy statement, the Company’s financial results are provided both in accordance with generally accepted accounting principles (GAAP) and using certain non-GAAP financial measures. In particular, the Company provides historic operating earnings (loss), net earnings (loss) and earnings net (loss) earnings and (loss) earnings per diluted share adjusted to exclude certain gains, charges and recoveries, which are non-GAAP financial measures. These results are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help identify underlying trends in the Company’s business and provide useful information to both management and investors by excluding certain items that may not be indicative of the Company’s core operating results. These measures should not be considered a substitute for or superior to GAAP results. RECONCILIATION OF OPERATING EARNINGS (LOSS) (GAAP BASIS) TO ADJUSTED OPERATING EARNINGS (LOSS) (NON-GAAP BASIS) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (Unaudited) | | | | Fifty-Two Weeks Ended | | | | Famous Footwear | | | Brand Portfolio | | | Eliminations and Other | | | Consolidated | | ($ thousands) | | January 30, 2021 | | | February 1, 2020 | | | January 30, 2021 | | | February 1, 2020 | | | January 30, 2021 | | | February 1, 2020 | | | January 30, 2021 | | | February 1, 2020 | | | | | | | | | | | Operating (loss) earnings | | $ | (23,821 | ) | | $ | 76,896 | | | $ | (408,444 | ) | | $ | 58,153 | | | $ | (53,393 | ) | | $ | (31,236 | ) | | $ | (485,658 | ) | | $ | 103,813 | | | Charges/Other Items: | | | | | | | | | | | Goodwill and intangible asset impairment charges | | | — | | | | — | | | | 286,524 | | | | — | | | | — | | | | — | | | | 286,524 | | | | — | | | | | | | | | | | COVID-19-related expenses | | | 22,551 | | | | — | | | | 91,098 | | | | — | | | | 636 | | | | — | | | | 114,285 | | | | — | | | | | | | | | | | Brand Portfolio — business exits | | | — | | | | — | | | | 16,372 | | | | 3,520 | | | | — | | | | — | | | | 16,372 | | | | 3,520 | | | | | | | | | | | Vionic acquisition and integration-related costs | | | — | | | | — | | | | 3,278 | | | | 5,889 | | | | 158 | | | | 1,807 | | | | 3,436 | | | | 7,696 | | | | | | | | | | | Expense containment initiatives | | | — | | | | 3,483 | | | | — | | | | 5,078 | | | | — | | | | 3,792 | | | | — | | | | 12,353 | | | | | | | | | | | Total charges/other items | | | 22,551 | | | | 3,483 | | | | 397,272 | | | | 14,487 | | | | 794 | | | | 5,599 | | | | 420,617 | | | | 23,569 | | | | | | | | | | | Adjusted operating (loss) earnings | | $ | (1,270 | ) | | $ | 80,379 | | | $ | (11,172 | ) | | $ | 72,640 | | | $ | (52,599 | ) | | $ | (25,637 | ) | | $ | (65,041 | ) | | $ | 127,382 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (Unaudited) | | | | Fifty-Three Weeks Ended | | | Fifty-Two Weeks Ended | | | Fifty-Three Weeks Ended | | | Fifty-Two Weeks Ended | | | Fifty-Three Weeks Ended | | | Fifty-Two Weeks Ended | | | Fifty-Three Weeks Ended | | | Fifty-Two Weeks Ended | | | | Famous Footwear | | | Brand Portfolio | | | Eliminations and Other | | | Consolidated | | (Thousands) | | February 3, 2024 | | | January 28, 2023 | | | February 3, 2024 | | | January 28, 2023 | | | February 3, 2024 | | | January 28, 2023 | | | February 3, 2024 | | | January 28, 2023 | | | | | | | | | | | Operating earnings (loss) | | $ | 123,838 | | | $ | 195,837 | | | $ | 145,459 | | | $ | 112,345 | | | $ | (74,842 | ) | | $ | (93,855 | ) | | $ | 194,455 | | | $ | 214,327 | | | Charges/Other Items: | | | | | | | | | | | Expense reduction initiatives | | | 1,366 | | | | — | | | | 2,608 | | | | — | | | | 2,129 | | | | — | | | | 6,103 | | | | — | | | | | | | | | | | Organizational changes | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,910 | | | | — | | | | 2,910 | | | | | | | | | | | Total charges/other items | | | 1,366 | | | | — | | | | 2,608 | | | | — | | | | 2,129 | | | | 2,910 | | | | 6,103 | | | | 2,910 | | | | | | | | | | | Adjusted operating earnings (loss) | | $ | 125,204 | | | $ | 195,837 | | | $ | 148,067 | | | $ | 112,345 | | | $ | (72,713 | ) | | $ | (90,945 | ) | | $ | 200,558 | | | $ | 217,237 | |
Caleres | 20212024 Proxy Statement A-1
RECONCILIATION OF NET EARNINGS (LOSS) AND DILUTED EARNINGS (LOSS) PER SHARE (GAAP BASIS) TO ADJUSTED NET EARNINGS AND ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP BASIS) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (Unaudited) | | | | | | | Fifty-Two Weeks Ended | | | Fifty-Two Weeks Ended | | | | | | | January 30, 2021 | | | February 1, 2020 | | ($ thousands, except per share data) | | | | | Pre-Tax Impact of Charges/ Other Items | | | Net (Loss) Earnings Attributable to Caleres, Inc. | | | Diluted (Loss) Earnings Per Share | | | Pre-Tax Impact of Charges/ Other Items | | | Net Earnings Attributable to Caleres, Inc. | | | Diluted Earnings Per Share | | GAAP (loss) earnings | | | | | | $ | — | | | $ | (439,114 | ) | | $ | (11.80 | ) | | | — | | | $ | 62,819 | | | $ | 1.53 | | Charges/other items: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Goodwill and intangible asset impairment charges | | | | | | | 286,524 | | | | 236,360 | | | | 6.35 | | | | — | | | | — | | | | — | | COVID-19-related expenses(1) | | | | | | | 114,285 | | | | 115,533 | | | | 3.10 | | | | — | | | | — | | | | — | | Fair value adjustment to Blowfish purchase obligation | | | | | | | 23,935 | | | | 17,773 | | | | 0.48 | | | | 5,428 | | | | 4,031 | | | | 0.10 | | Brand Portfolio — business exits | | | | | | | 16,372 | | | | 14,867 | | | | 0.40 | | | | 3,520 | | | | 2,613 | | | | 0.06 | | Vionic acquisition and integration-related costs | | | | | | | 3,436 | | | | 2,552 | | | | 0.07 | | | | 7,696 | | | | 5,714 | | | | 0.14 | | Expense containment initiatives | | | | | | | — | | | | — | | | | — | | | | 15,033 | | | | 11,189 | | | | 0.27 | | Total charges/other items | | | | | | $ | 444,552 | | | $ | 387,085 | | | $ | 10.40 | | | $ | 31,677 | | | $ | 23,547 | | | $ | 0.57 | | Adjusted (loss) earnings | | | | | | | | | | $ | (52,029 | ) | | $ | (1.40 | ) | | | | | | $ | 86,366 | | | $ | 2.10 | |
(1) | Represents costs associated with the economic impact of the COVID-19 pandemic, primarily consisting of impairment charges associated with property and equipment and lease right-of-use assets, inventory markdowns, expenses associated with factory order cancellations, provision for expected credit losses and severance.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (Unaudited) | | | | | | | Fifty-Three Weeks Ended | | | Fifty-Two Weeks Ended | | | | | | | February 3, 2024 | | | January 28, 2023 | | | January 29, 2022 | | (Thousands, except per share data) | | | | | Pre-Tax Impact of Charges/ Other Items | | | Net Earnings Attributable to Caleres, Inc. | | | Diluted Earnings Per Share | | | Pre-Tax Impact of Charges/ Other Items | | | Net Earnings Attributable to Caleres, Inc. | | | Diluted Earnings Per Share | | | Pre-Tax Impact of Charges/ Other Items | | | Net Earnings Attributable to Caleres, Inc. | | | Diluted Earnings Per Share | | GAAP earnings (loss) | | | | | | $ | — | | | $ | 171,391 | | | $ | 4.80 | | | $ | — | | | $ | 181,742 | | | $ | 4.92 | | | $ | — | | | $ | 137,019 | | | $ | 3.56 | | Charges/other items: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Deferred tax valuation allowances | | | | | | | — | | | | (26,654 | ) | | | (0.75 | ) | | | — | | | | (17,374 | ) | | | (0.47 | ) | | | — | | | | 4,040 | | | | 0.10 | | Expense reduction initiatives | | | | | | | 6,103 | | | | 4,532 | | | | 0.13 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Organizational changes | | | | | | | — | | | | — | | | | — | | | | 2,910 | | | | 2,723 | | | | 0.07 | | | | — | | | | — | | | | — | | Fair value adjustment to Blowfish purchase obligation | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15,423 | | | | 11,454 | | | | 0.30 | | Brand Portfolio — business exits | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 13,482 | | | | 11,927 | | | | 0.31 | | Loss on early extinguishment of debt | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,011 | | | | 750 | | | | 0.02 | | Total charges/other items | | | | | | $ | 6,103 | | | $ | (22,122 | ) | | $ | (0.62 | ) | | $ | 2,910 | | | $ | (14,651 | ) | | $ | (0.40 | ) | | $ | 29,916 | | | $ | 28,171 | | | $ | 0.73 | | Adjusted earnings (loss) | | | | | | | | | | $ | 149,269 | | | $ | 4.18 | | | | | | | $ | 167,091 | | | $ | 4.52 | | | | | | | $ | 165,190 | | | $ | 4.29 | |
A-2 Caleres | 20212024 Proxy Statement
| | | | | VOTE BY INTERNET - www.proxyvote.com | | | Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 26, 2021 for shares held directly and by 11:59 P.M. ET on May 24, 2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
| | | CALERES, INC. | 8300 MARYLAND AVENUE
ST. LOUIS, MO 63105
| | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | | | If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
| | | VOTE BY PHONE - 1-800-690-6903 | | | Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 26, 2021 for shares held directly and by 11:59 P.M. ET on May 24, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. | | | VOTE BY MAIL
| | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D49562-P51106 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY V43391-P07493 For All Withhold All For All Except For Against Abstain To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. CALERES, INC. 8300 MARYLAND AVENUE ST. LOUIS, MO 63105 Nominees: 01) Lisa A. Flavin 02) Brenda C. Freeman 03) Lori H. Greeley 04) Mahendra R. Gupta 05) Carla C. Hendra 06) Ward M. Klein 07) Steven W. Korn 08) Wenda Harris Millard 09) John W. Schmidt 10) Diane M. Sullivan 11) Bruce K. Thorn 3. Approval, by non-binding advisory vote, of the Company’s executive compensation. 2. Ratification of Ernst & Young LLP as the Company’s independent registered public accountants. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1. Election of Directors Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. CALERES, INC. The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR the following proposals: VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 22, 2024 for shares held directly and by 11:59 P.M. ET on May 20, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 22, 2024 for shares held directly and by 11:59 P.M. ET on May 20, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CALERES, INC. | | | | For All | | Withhold All | | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | | | | | | | | The Board of Directors recommends you vote FOR
the following:
| | | | | | | | | 1. Election of Directors
| | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | Nominees:
| | | | | | | | | | | | | | | | | | | | | | | 01) Lisa A. Flavin
02) Brenda C. Freeman
03) Lori H. Greeley
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR the following proposals:
| | For | | Against | | Abstain | | | 2. Ratification of Ernst & Young LLP as the Company’s independent registered public accountants.
| | ☐ | | ☐ | | ☐ | | | | | | | | 3. Approval, by non-binding advisory vote, of the Company’s executive compensation.
| | ☐ | | ☐ | | ☐ | | | | | | | | NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | | | | | Signature (Joint Owners) | | Date | | | | | | | | |
V43392-P07493 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. CALERES, INC. Annual Meeting of Shareholders May 23, 2024 10:30 AM Central Time This proxy is solicited by the Board of Directors The undersigned hereby appoints Diane M. Sullivan, John W. Schmidt, Jack P. Calandra and Thomas C. Burke, and each of them, with the power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Caleres, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held on May 23, 2024 or any adjournment or postponement thereof, with all powers that the undersigned would possess if present at the Meeting. If the undersigned signs and returns this proxy but does not give any direction, this proxy will be voted “FOR” all of the nominees listed in Item 1 and “FOR” Items 2 and 3, and in the discretion of the proxies upon such other business as may properly come before the Annual Meeting of Shareholders of the Company. Continued and to be signed on reverse side — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
D49563-P51106
| | | | | | | | | CALERES, INC.
Annual Meeting of Shareholders
May 27, 2021 10:30 AM Central Time
This proxy is solicited by the Board of Directors
The undersigned hereby appoints Diane M. Sullivan, Kenneth H. Hannah and Thomas C. Burke, and each of them, with the power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Caleres, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held on May 27, 2021 or any adjournment or postponement thereof, with all powers that the undersigned would possess if present at the Meeting. If the undersigned signs and returns this proxy but doesnot give any direction, this proxy will be voted “FOR” all of the nominees listed in Item 1 and “FOR” Items 2 and 3,and in the discretion of the proxies upon such other business as may properly come before the Annual Meeting of Shareholders of the Company.
| Continued and to be signed on reverse side
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