DEF 14A of Caleres Inc
Filed Apr 16, 2026 · FY20250001193125-26-158809
DIRECTOR NOMINEES
DIRECTOR NOMINEES In accordance with our restated certificate of incorporation and bylaws which provide that all directors will be elected for one-year terms, the board of directors has nominated ten (10) directors for election at the 2026 annual meeting, as outlined in the table below, for a one-year term expiring at the annual meeting of shareholders to be held in 2027.
DIRECTOR NOMINEES
| NAME | Age | Director Since | Independent | Committee(s) | | Lisa A. Flavin Senior Vice President, Chief Compliance and Transformation Officer, Emerson | 61 | 2019 | • | Audit, Chair; Executive | | Brenda C. Freeman Founder, Joyeux Advisory Group | 61 | 2017 | • | Technology and Digital Commerce, Chair; Governance and Nominating | | Kyle F. Gendreau CEO, Samsonite International S.A. | 56 | 2024 | • | Audit; Culture, Compensation and People | | Lori H. Greeley CEO, Serena & Lily | 66 | 2015 | • | Culture, Compensation and People | | Mahendra R. Gupta Geraldine J. and Robert L. Virgil Professor of Accounting, Olin School of Business | 70 | 2011 | • | Audit | | Ward M. Klein Former Executive Chairman, Edgewell Personal Care | 70 | 2007 | • | Executive, Chair; Governance and Nominating, Chair | | Molly Langenstein Former CEO, Chico’s FAS | 62 | 2024 | • | Governance and Nominating; Technology and Digital Commerce | | Wenda Harris Millard Former Vice Chairman, Media Link | 71 | 2017 | • | Culture, Compensation and People, Chair; Executive | | John W. Schmidt President and CEO, Caleres | 65 | 2023 | | Executive | | Bruce K. Thorn Former President and CEO, Big Lots, Inc. | 59 | 2022 | • | Culture, Compensation and People; Technology and Digital Commerce |
DIRECTOR NOMINEES
| 2026 CALERES PROXY STATEMENT | 5 |
SELECTION OF DIRECTORS
SELECTION OF DIRECTORS For membership on our board, a candidate must possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of shareholders. Each board member is expected to provide necessary stewardship over business strategies and programs adopted to ensure the coordination of interests among employees, management and shareholders; be able to balance short-term goals and long-term goals of the Company and its shareholders; and at all times respect and maintain adherence to the Code of Business Conduct. In evaluating the composition of the board and anticipated vacancies, the Governance and Nominating Committee seeks and considers candidates that will serve the board’s long-term needs with the intent that the board, at any time, be comprised of a group of individuals who bring a complement of skills, values and expertise that will benefit the Company and its shareholders. The committee believes that all directors must possess a considerable amount of business management or leadership experience and will take into account, among other things, the nominee’s personal attributes, education, professional experience, conflicts of interest, knowledge of the Company’s business, accomplishments, commitment to active participation on the board, and reputation. With respect to nomination of continuing directors, the Governance and Nominating Committee also considers an individual’s contribution to the board. If the committee believes that qualified members from the existing board membership are suitable candidates for re-election, it will not seek outside candidates unless a larger board size is deemed advisable. In proposing membership on board committees, the committee ensures that each committee of the board includes members with appropriate skills and knowledge and also considers fulfilling a director’s interest in serving on a particular committee and providing directors with opportunities to become more knowledgeable about different aspects of the Company’s business. The process followed by the Governance and Nominating Committee to identify and evaluate candidates includes requesting recommendations from board members and others, meeting to evaluate information about potential candidates, and interviewing selected potential candidates by members of the committee and the board. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders on a timely basis, the committee will evaluate potential candidates recommended by shareholders by following substantially the same process and applying substantially the same criteria as it follows for potential candidates submitted by board members or others. From among a group of potential candidates who are qualified for a board position and meet the independence standards required by our Corporate Governance Guidelines, the committee will select the candidate believed to best satisfy the board’s needs and will vote to recommend nomination of such candidate to the board. The biographies of each of the nominees in the section “Proposal 1 — Election of Directors” contain information regarding each individual’s experience and qualifications considered by the Governance and Nominating Committee and the board when making director nominations. A shareholder seeking to propose a director candidate for the committee’s consideration should forward the candidate’s name and information about the candidate’s qualifications to our Corporate Secretary, as discussed in more detail in the section “Other Matters — Shareholder Proposals for the 2027 Annual Meeting.”
SELECTION OF DIRECTORS
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FISCAL 2025 DIRECTOR COMPENSATION
FISCAL 2025 DIRECTOR COMPENSATION Non-employee directors’ compensation is established by the board upon the recommendation of the Governance and Nominating Committee. For 2025, the following compensation guidelines were in effect for non-employee directors with cash retainers payable quarterly in arrears:
FISCAL 2025 DIRECTOR COMPENSATION
| • | $100,000 as an annual retainer; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | An additional $40,000 annual retainer for the lead independent director; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | An additional $30,000 annual retainer for the Chair of the Audit Committee; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | An additional $25,000 annual retainer for the Chair of the Culture, Compensation and People Committee; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | An additional $20,000 annual retainer for the Chair of the Governance and Nominating Committee; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | An additional $20,000 annual retainer for the Chair of the Technology and Digital Commerce Committee; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | An additional $7,500 annual retainer for the Chair of the Executive Committee, if independent; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | An additional $175,000 annual retainer for the independent Chair of the board ($75,000 in cash/ $100,000 in equity) |
FISCAL 2025 DIRECTOR COMPENSATION
| • | An annual equity award with a target fair market value of $160,000, namely an award of either 12,131 shares of restricted stock or 12,131 restricted stock units (“RSUs”), at the director’s option, granted on June 2, 2025, and subject to a vesting requirement tied to the next annual meeting of shareholders; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | Reimbursement of customary expenses (such as travel expenses, meals and lodging) for attending board, committee and shareholder meetings; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | Opportunity to participate in our deferred compensation plan for non-employee directors with deferred retainers invested in phantom stock units (“PSUs”) that mirror our stock and are ultimately paid in cash based on the fair market value of the Company’s stock at time of payment; |
FISCAL 2025 DIRECTOR COMPENSATION
| • | Opportunity to participate in our Incentive and Stock Compensation Plan of 2022 (the “2022 Plan”) and receive shares of Company stock in lieu of cash retainers; and |
FISCAL 2025 DIRECTOR COMPENSATION
| • | Opportunity to receive a discount of 30% in our retail stores (which is the same discount we offer to our associates and their families). |
FISCAL 2025 DIRECTOR COMPENSATION
The grant of either restricted stock or RSUs to directors as part of their annual compensation is intended to align directors’ interests with those of our shareholders. In setting compensation levels for non-employee directors, the Governance and Nominating Committee was provided with competitive market data for a peer group of companies (similar to the peer group used for executive compensation comparisons). In consultation with Meridian, the committee analyzed the peer group data and determined that it was appropriate to set the Company’s director compensation at or near the median for the peer group. We carry liability insurance and travel accident insurance that covers our directors. We do not maintain a directors’ retirement plan or a directors’ legacy or charitable giving plan. Non-employee directors are permitted to participate in our matching gift program on the same terms offered to employees (match for charitable giving to federally tax-exempt charitable organizations under Section 501(c)(3) of the Internal Revenue Code and located within the United States up to $20,000 per year per individual), and SEC rules require that the Company match amount for directors be disclosed as compensation. Non-employee directors do not participate in the retirement plans available to employees, nor do they receive any annual incentive plan awards or the long-term performance awards that have been developed for employees. A director who is an employee does not receive payment for service as a director.
FISCAL 2025 DIRECTOR COMPENSATION
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NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE The following table provides information on all cash, equity-based, and other compensation granted to non-employee directors during 2025.
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table
| | Fees Earned or Paid in Cash(1) | | | | | | | NAME | Cash Payment | Payment in Shares of Company Stock(2) | Deferred Payment(3) | Stock Awards(4) | All Other Compensation(5) | Total | | Current | | | | | | | | Lisa A. Flavin | $130,000 | $ — | $— | $160,008 | $ — | $290,008 | | Brenda C. Freeman | 120,000 | — | — | 160,008 | — | 280,008 | | Kyle F. Gendreau | 100,000 | | | 160,008 | — | 260,008 | | Lori H. Greeley | 122,500 | — | — | 160,008 | — | 282,508 | | Mahendra R. Gupta | 100,000 | — | — | 160,008 | 20,000 | 280,008 | | Ward M. Klein | 189,773 | 70,055 | — | 160,008 | — | 419,836 | | Steven W. Korn | 100,000 | — | — | 160,008 | — | 260,008 | | Molly Langenstein | — | 100,000 | | 160,008 | 2,050 | 262,058 | | Wenda Harris Millard | 125,000 | — | — | 160,008 | — | 285,008 | | Bruce K. Thorn | 100,000 | — | — | 160,008 | — | 260,008 |
Non-Employee Director Compensation Table
| (1) This section includes the annual retainer for serving on the board and, as applicable, as the lead independent director and/or the chair of a committee during fiscal 2025. We pay the retainers at the end of each quarter, which results in three payments being made during the year of the director’s election or year within a continuing term and the remaining payment being made in the next year. Retainers are payable in cash and/or shares of the Company’s stock pursuant to the 2022 Plan. Payments of retainers in cash are shown in the column “Cash Payment,” and payments of retainers in shares of the Company’s stock are shown in the column “Payment in Shares of Company Stock.” |
Non-Employee Director Compensation Table
| (2) The “Payment in Shares of Company Stock” column reflects the grant date fair value of directors’ retainers earned that were issued as Company stock in lieu of cash. For services rendered during 2025, Company shares issued under the 2022 Plan were as follows: Ms. Langenstein – 7,832 shares and Mr. Klein – 6,253 shares. |
Non-Employee Director Compensation Table
| (3) Retainers may be deferred at the election of the director each calendar year pursuant to the non-employee directors deferred compensation plan. Deferred retainers will be credited to the director’s account on a quarterly basis, with the number of PSUs equal to the number of shares of our stock having an equivalent fair market value (average of the high and low price of our stock) on the last trading day of the fiscal quarter when the cash compensation was earned. The director makes a payout election of the account in cash to commence immediately in a lump sum payout following termination of service as a director or in equal annual installments for five (5) years or ten (10) years following termination of service as a director. |
Non-Employee Director Compensation Table
| (4) The amounts in the “Stock Awards” column reflect the grant date fair value of the annual equity award made to non-employee directors. At the director’s election, an annual equity award is made in the form of RSUs that mirror the value of our stock, vest after one year and are payable in cash or stock on termination, or shares of our stock that are subject to a one-year vesting restriction based on service (restricted stock). Each of the non-employee director awards were issued as either 12,131 RSUs or shares of restricted stock, and the average of the high and low prices of the Company’s stock on the date of grant, which is used to determine the number of restricted shares or RSUs to which each director is entitled, was $13.19 on June 2, 2025. These awards were approved by the board on May 22, 2025. At January 31, 2026, our 2025 fiscal year-end, each of the following directors held 12,131 RSUs that were unvested: Ms. Flavin, Ms. Freeman, Mr. Gendreau, Ms. Greeley, Mr. Korn, and Ms. Harris Millard. Dr. Gupta, Mr. Klein, Ms. Langenstein, and Mr. Thorn held 12,131 shares of restricted stock that were unvested. |
Non-Employee Director Compensation Table
| (5) The amounts in the “All Other Compensation” column reflect the Company’s match of charitable contributions for Dr. Gupta and Ms. Langenstein. This column does not include Company expenses related to board service, including reimbursement of expenses, costs incurred for the director and a spouse to attend a board or industry function, and occasional use of the corporate aircraft for a director to attend a meeting of the board or committee or for Company-related business. This column also does not reflect items provided to directors for which the Company does not incur incremental cost (such as event tickets) or for which the actual cost was minimal (such as samples of our branded footwear, or the value of the discount on products purchased at our retail stores). The Company also provides directors’ and officers’ liability insurance, which the Company considers a business expense and not compensation to directors. |
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
RESTRICTED STOCK AND RESTRICTED STOCK UNITS The board makes an annual equity-based grant to non-employee directors in the form of either restricted stock or RSUs. The number of restricted shares or RSUs is determined by dividing the target aggregate cash value for the grant (i.e., $160,000 for 2025) by the fair market value on a date shortly after the date of board approval. The restricted stock awards vest at the next annual meeting of shareholders and, commencing with the grant date, earn cash dividends. The RSUs are subject to a vesting requirement ending at the next annual meeting of shareholders, earn dividend equivalent units, and are payable in cash or stock on the date the director terminates service or such earlier date as a director may elect (provided that the selected payout date is at least two years after the grant date for the award) based on the then-current market value of the Company’s stock. Dividend equivalents are paid on RSUs at the same rate as dividends on the Company’s common stock and are automatically re-invested in additional RSUs as of the payment date for the dividend.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
| 2026 CALERES PROXY STATEMENT | 19 |
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in our common stock through the use of PSUs. Under the plan, we credit each participating director’s account with the number of PSUs that is equal to the number of shares of our stock which the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of our stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. When the participating director terminates his or her service as a director, we will pay the cash value of the deferred compensation to the director (or to the designated beneficiary in the event of death) in annual installments over a five-year or ten-year period, or in a lump sum, at the director’s election. The cash amount payable will be based on the number of PSUs credited to the participating director’s account, valued on the basis of the fair market value at fiscal quarter-end or following termination of the director’s service, and calculated based on the average of the high and low price of an equivalent number of shares of our stock on the last trading day of the fiscal quarter. The plan also provides for earlier payment of a participating director’s account if the board determines that the participant has a demonstrated financial hardship. The accounts of prior participants continue to earn dividend equivalents on the account balance.
INCENTIVE AND STOCK COMPENSATION PLAN OF 2022
INCENTIVE AND STOCK COMPENSATION PLAN OF 2022 Our non-employee directors are eligible to participate in the 2022 Plan, which allows the participating director to receive retainers in shares of the Company’s stock in lieu of cash, with the number of shares issuable as determined based on the average of the high and low prices of our stock on the last trading day of the fiscal quarter. The annual equity-based grant to non-employee directors described above under “Restricted Stock and Restricted Stock Units” was also made under the 2022 Plan.
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Lisa A. Flavin Independent | Age: 61 | Director Since: 2019 Board Committees: • Audit (Chair) • Executive Other Public Company Boards Within Past Five Years: • None | | Business Experience: • Emerson Electric Co. • Senior Vice President, Chief Compliance and Transformation Officer (2023 – present) • Member, Office of Chief Executive (2021 – present) • Senior Vice President and Chief Compliance Officer (2021 – 2023) • Chief Compliance Officer and Vice President, Audit (2011 – 2021) • Vice President, Audit (2000 – 2011) • Director, Financial Audit (1998 – 2000) • Hüls Degussa AG, Chief Financial Officer, U.S. Operations (1995 – 1998) • Ernst & Young, LLP, various auditing roles (1987 – 1995) | QUALIFICATIONS AND EXPERTISE: • Extensive strategic transformation and development experience. At Emerson, a global technology and automation company, Ms. Flavin is responsible for driving transformational change and developing and guiding the company’s global business strategies as Chief Compliance and Transformation Officer and a member of the Office of the Chief Executive. She has played a key strategic role in advancing Emerson’s global automation positioning, including through its landmark $8.2 billion acquisition of National Instruments in 2023, which added control and intelligent devices to the company’s portfolio. Ms. Flavin also has over ten years of hands-on experience leading acquisition due diligence as Emerson’s Vice President of Audit. Her background in transformative transactions supports Caleres’ focus on brand portfolio growth, integration and corporate strategy. • Seasoned C-suite compliance and audit expert with technical proficiency developed over three decades, including over 25 years of service in compliance and risk roles of increasing importance at Emerson and before that as Chief Financial Officer of the U.S. operations of Hüls Degussa, a Germany-based specialty chemicals company, and in auditing roles at Ernst & Young (EY). Currently, Ms. Flavin leads Emerson’s worldwide business process transformation, audit activities, risk management, and compliance functions. She is a former CPA and a designated “financial expert” under SEC rules. All of these qualifications and experience underscore her fitness to serve as the Chair of the Audit Committee for Caleres. • Dedication to community and industry development, including as a former member of the board of directors of the United States Chamber of Commerce and the executive committee of The Conference Board’s Council of Chief Audit Executives. In 2004, she was selected by the SEC to participate on a panel determining the implementation of the Sarbanes-Oxley rules. She is active in the St. Louis community, where she serves as a member of the board of directors and executive committee of Hope Ignites. Her accomplishments have been recognized through her selection as a Top 10: Women in Manufacturing North America. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
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NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Brenda C. Freeman Independent | Age: 61 | Director Since: 2017 Board Committees: • Governance and Nominating • Technology and Digital Commerce (Chair) Other Public Company Boards Within Past Five Years: • WM Technology (2021 – present) • Avnet, Inc. (2018 – present) • Blue Apron, Inc. (2020 – 2023) | | Business Experience: • Joyeux Advisory Group, Founder (2019 – present) & Principal (2019 – 2020) • Wunderkind Corporation, Chief Brand Officer (2022 – present) • Arteza, Inc., Chief Executive Officer (2020 – 2021) • Magic Leap, Inc., senior management roles, including Chief Marketing Officer (2016 – 2019) • National Geographic Channels, Executive Vice President — Chief Marketing Officer (2015 – 2016) • DreamWorks Animation, Global Head of Television Marketing, (2014 – 2015) • Turner Broadcasting System, Inc., Chief Marketing Officer, Cartoon Network/Adult Swim (2008 – 2014) • Viacom, various senior marketing roles (2002 – 2008) | QUALIFICATIONS AND EXPERTISE: • Strategic brand management expertise honed over two decades of experience in marketing, including 15 years in television marketing at National Geographic Channel, Dreamworks, Viacom, and Turner Broadcasting (TBS). At TBS, as the Chief Marketing Officer of Cartoon Network and Adult Swim division, she managed a $50-million budget across marketing, creative, and strategy for TV networks reaching 100 million households. From 2016-19, Ms. Freeman led the go-to-market strategy, communications, brand, product and digital marketing and creative efforts as Chief Marketing Officer at Magic Leap, a virtual retinal displays startup. Throughout her Chief Marketing Officer roles, Ms. Freeman developed deep expertise in corporate communications, including crisis response and investor relations. Her expertise in brand storytelling across industries supports Caleres’ initiatives to deepen consumer loyalty and differentiate its brands in a competitive marketplace. • Deep knowledge of consumer trends and emerging technologies which enables her to provide critical insights on Caleres’ digital and omnichannel initiatives. As Chief Brand Officer at Wunderkind, a global performance marketing solution that leverages AI, Ms. Freeman oversees cross-channel personalization and AI integration. Previously, as Chief Executive Officer of Arteza, an e-Commerce, direct-to-consumer art supply company, she led an enterprise commerce digital transformation and oversaw the customer acquisition, conversion, loyalty, and digital merchandising strategy that doubled business in one year through expanded sales on Amazon marketplace and launches at Walmart.com and Target.com. • Extensive public company governance experience from serving on the boards and audit, compensation and nominating and governance committees of other public companies, beginning in 2012 with service on the Under Armour board, and later the Herman Miller, New York & Co., and Blue Apron boards. Ms. Freeman currently serves on the boards of Avnet, an electric components and services company, and WM Technology, a software and infrastructure provider to the cannabis industry, where she serves as Lead Independent Director and Chair of the Nominating and Governance Committee, bringing expertise in establishing data governance protocols for AI and other emerging technologies. Ms. Freeman’s service as an independent director at multiple public companies complements her operating background, allowing her to offer valuable perspectives on strategy, risk oversight, and transformation initiatives and assist Caleres as it executes its long-term plans and navigates a rapidly evolving consumer and retail landscape. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| 2026 CALERES PROXY STATEMENT | 25 |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Kyle F. Gendreau Independent | Age: 56 | Director Since: 2024 Board Committees: • Audit • Culture, Compensation and People Other Public Company Boards Within Past Five Years: • Samsonite International S.A. (2011—Present) | | Business Experience: • Samsonite International S.A. • Chief Executive Officer and Executive Director (2018 – present) • Chief Financial Officer (2009 – 2018) • Vice President, Corporate Finance, Assistant Treasurer (2007 – 2009) • Zoots Corporation, various finance leadership roles (1999 – 2007) • Specialty Catalog Corporation, various finance leadership roles (1996 – 2001) • Coopers & Lybrand (now PwC), various roles (1991 – 1996) | QUALIFICATIONS AND EXPERTISE: • Strong foundation in accounting and finance starting with his early career experience as a CPA at Coopers & Lybrand (now PwC) and development into a finance executive at Samsonite. After Coopers & Lybrand, Mr. Gendreau held various leadership roles in finance and accounting at Zoots Corporation and Specialty Catalog Corporation before joining Samsonite, where he served as Samsonite’s Vice President, Corporate Finance and Assistant Treasurer and later its Chief Financial Officer before becoming its current Chief Executive Officer. • Accomplished global consumer goods CEO with retail brand and portfolio management expertise developed through nearly two decades of progressively more senior leadership roles at Samsonite International, the world’s largest travel luggage company and a leader in the global lifestyle bag industry. As Samsonite’s Chief Executive Officer, Mr. Gendreau has driven growth through consumer-centric channel diversification, global expansion, and deliberate management of Samsonite’s portfolio of brands across price points, including names such as Tumi, High Sierra and eBags. His experience in growing and managing portfolios for consumer retail goods enables Mr. Gendreau to offer critical insights to the Board and its setting of Caleres’ portfolio strategy. • Proven operator with transaction integration experience, having served as Chief Financial Officer of Samsonite through crucial growth milestones. He was instrumental in its listing on the Hong Kong Stock Exchange, the implementation of its strategic plan, and the $1.8 billion Tumi acquisition, a transaction that transformed Samsonite by bringing it together with a premium luggage brand operating across approximately 2,000 points of distribution in 75 countries. Over his career, he has overseen complex financial integrations, including of Samsonite’s Tumi acquisition. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
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NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Lori H. Greeley Independent | Age: 66 | Director Since: 2015 Board Committees: • Culture, Compensation and People Other Public Company Boards Within Past Five Years: • None | | Business Experience: • Serena & Lily, Chief Executive Officer (2015 – present) • Frederick’s of Hollywood, Chief Executive Officer (2014 – 2015) • Victoria’s Secret Stores (then a subsidiary of Limited Brands, Inc.) • Chief Executive Officer (2007 – 2013) • Executive Vice President and General Merchandising Manager (1995 – 2007) • Various executive merchandising and management roles (1993 – 1995) | QUALIFICATIONS AND EXPERTISE: • Highly experienced omnichannel retail strategist. Since becoming the Chief Executive Officer of Serena & Lily, a home furnishings and décor company, Ms. Greeley has transformed the formerly digitally native brand into a thriving omnichannel business by spearheading a nationwide brick-and-mortar expansion through the company’s distinctive “Design Shop” retail concept, opening locations in markets including Atlanta, Dallas, Chicago, the New York metropolitan area, and Pacific Palisades, among others. • Accomplished brand builder and retail operator with turnaround and restructuring experience. Under her leadership, Serena & Lily has significantly expanded its product assortment across furniture, bedding, wallpaper, lighting, and outdoor categories. Her insights into the consumer and apparel-related retail are bolstered by her prior experience as Chief Executive Officer of Victoria’s Secret Stores, an intimate apparel brand, and as a former director of RTW Retailwinds, an apparel retailer. She became the Chief Executive Officer of Frederick’s of Hollywood, a women’s intimates retailer, during a period of operational and financial distress and guided the company through to a 2015 sale of its e-Commerce operations to Authentic Brands Group at a significant premium to the equity value at which the company had been taken private in 2013. • Strong commitment to leadership, personnel and culture development. Ms. Greeley has placed a particular emphasis on developing effective leaders in the business setting and fostering constructive cultures throughout her professional career. Her commitment to human capital and leadership is also evident through her involvement with Bucknell University, where she serves as a member of the Freeman College of Management Advisory Board and as a speaker for the University’s Institute for Leadership and Technology program. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| 2026 CALERES PROXY STATEMENT | 27 |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Mahendra R. Gupta Independent | Age: 70 | Director Since: 2011 Board Committees: • Audit Other Public Company Boards Within Past Five Years: • ENDI Corp (2022 – 2025) • Credit Suisse Asset Management Income Fund, Inc. (2018 – Present) | | Business Experience: • Washington University in St. Louis, Olin Business School • Faculty (1990 – present) • Geraldine J. and Robert L. Virgil Professor of Accounting and Management (2004 – present) • Dean (2005 – 2016) • Senior Associate Dean (2003 – 2005) | QUALIFICATIONS AND EXPERTISE: • Distinguished financial management expert and thought leader, currently serving as the Geraldine J. and Robert L. Virgil Professor of Accounting and Management at the Olin Business School at Washington University in St. Louis. Dr. Gupta has served on the Olin Business School faculty since 1990, including as Dean for over a decade, and his research has been published in leading academic journals in the U.S. and abroad. He has served on several editorial boards, including The Accounting Review, The Journal of Management Accounting Research, Canadian Accounting Review, and Accounting Horizons. He holds a Ph.D. in accounting from Stanford University. Mr. Gupta provides the Caleres Board with actionable insights that draw upon his extensive expertise and research in management accounting and cost management and control. • Visionary builder of world-class academic programs. At the Olin Business School, Dr. Gupta spearheaded a $90-million expansion that more than doubled Olin’s space on the Danforth Campus, including the construction of two LEED Gold-certified buildings dedicated in 2014. He expanded the Executive MBA program beyond St. Louis and Shanghai to additional campuses including Mumbai, establishing the first U.S.-India joint Executive MBA program in cooperation with IIT Bombay. Dr. Gupta carefully managed the financial position of the school during his tenure as dean, including the period of the Great Recession of 2008, ensuring the school’s profitability each year of that crisis. In recognition of his leadership, Dr. Gupta was named Executive of the Year by the Asian American Chamber of Commerce of St. Louis. • Extensive board and audit committee experience, including as a Trustee and Chair of the Audit Committee of mutual funds of Credit Suisse Asset Management, and as a director and member of the audit committee of First Bank and ENDI Corp. Dr. Gupta also contributes to the St. Louis community through his service on the not-for-profit boards of directors of the Foundation for Barnes Jewish Hospitals, Barnes Jewish Hospitals, and the Oasis Institute. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
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NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Wenda Harris Millard Independent | Age: 71 | Director Since: 2017 Board Committees: • Culture, Compensation and People (Chair) • Executive Public Company Boards Within Past Five Years: • None | | Business Highlights: • Sinecure, Inc. (Sinecure.ai). Chairman (2022 – Present) • Independent Marketing Consultant (2022 – Present) • MediaLink, LLC, Vice Chairman (2009 – 2023) • Martha Stewart Living Omnimedia, Inc., Co-Chief Executive Officer and President (2007 – 2009) • Yahoo! Inc., Chief Sales Officer (2001 – 2007) • Ziff Davis, LLC, Chief Internet Officer (2000 – 2001) • DoubleClick, Inc., Executive Vice President (1996 – 2000) • Family Circle, Senior Vice President and Publisher • Adweek, Mediaweek and Brandweek, Executive Vice President and Group Publisher | QUALIFICATIONS AND EXPERTISE: • Extensive leadership experience at the intersection of media, marketing, advertising and technology developed over more than four decades working in digital advertising and publishing. As MediaLink’s Vice Chairman, she provided strategic advisory and implementation services to Fortune 500 companies and others across media, entertainment and technology. Over her career, she has developed, refined and executed strategies that drove competitive advantage and business acceleration, which enables her to offer significant insights on Caleres’ strategic direction and operational execution. She is highly informed about emerging technologies and their business applications, including from her role as Chairman of Sinecure.ai, a tech company that leverages AI and large language models for talent discovery. • Pioneering digital advertising and revenue leadership experience gained through senior executive roles at leading internet and media companies. As Chief Sales Officer of Yahoo!, Ms. Millard led the sales organization as it grew revenue from $700 million to over $6 billion. She was a founding member of the executive team at digital advertising company DoubleClick, where she was responsible for establishing the DoubleClick brand and overseeing the operations of DoubleClick Media. She also served as Chief Internet Officer at Ziff Davis and earlier held senior publishing roles, including as Senior Vice President and Publisher of Family Circle and Executive Vice President and Group Publisher for Adweek, Mediaweek and Brandweek, providing her with deep expertise in digital media, strategy and marketing. • Operational and cross-platform media leadership experience as Co-CEO and President of Martha Stewart Living Omnimedia, where she oversaw media businesses, including publishing, internet and broadcasting, and led the development of cross-platform marketing programs for television, digital, magazines and radio. Ms. Millard has previously served on the boards of industry organizations including the Advertising Council, the Interactive Advertising Bureau and the American Advertising Federation. Her combination of public company executive leadership, digital transformation experience and board experience equips her to contribute meaningfully as a Caleres Board member. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| 2026 CALERES PROXY STATEMENT | 29 |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Ward M. Klein Independent | Age: 70 | Directors Since: 2007 Board Committees: • Executive (Chair) • Governance and Nominating (Chair) • Chair of the Board Public Company Boards Within Past Five Years: • None | | Business Experience: • Edgewell Personal Care Company (split off from Energizer Holdings in 2015), Executive Chairman (2015 – 2016) • Energizer Holdings, Inc. • Chief Executive Officer (2005 – 2015) • President and Chief Operating Officer (2004 – 2005) • President, International (2002 – 2004) • Various roles (1986 – 2002) | QUALIFICATIONS AND EXPERTISE: • Seasoned executive with a track record for business growth. Over his 37 years of service at Energizer Holdings and its personal care successor Edgewell, Mr. Klein served as the driving force behind Energizer’s growth into a leading consumer goods company. Under his tenure as Chief Executive Officer, Energizer’s revenues grew, both organically and through acquisitions, from $2.9 billion in 2005 to $4.1 billion by 2015, with TSR increasing by more than 10% per year on average. Through this experience growing and developing Edgewell, Mr. Klein brings to Caleres valuable perspective for advancing our business strategy in the short and long term. • Acumen unlocking value through strategic business transformation. Having grown the annual revenue of Energizer’s personal care business to $2.6 billion by 2014, Mr. Klein spearheaded the initiative to separate it from the household products and batteries business to better focus each business on core products and to unlock a higher multiple for Edgewell as a personal care brand. Following the separation transaction, Mr. Klein remained with Edgewell for a year as Executive Chairman, overseeing the new management team’s transition, including a crucial succession plan, as a newly independent public company. • Comprehensive background across all business facets and geographies, with a career spanning management, marketing, corporate finance, and international business operations over 45 countries. Prior to assuming the Chief Executive Officer role at Energizer, Mr. Klein served as President and Chief Officer and before that as President of International and before that as Area Chairman for Asia, Africa and the Middle East. His varied and international experience gives him a full degree view of Caleres’ needs as a business as our portfolio of brands expand their international reach. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| 30 | |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Molly Langenstein Independent | Age: 62 | Director Since: 2024 Board Committees: • Governance and Nominating Committee • Technology and Digital Commerce Public Company Boards Within Past Five Years: • Upbound Group (2024 – Present) | | Business Highlights: • Chico’s FAS • Chief Executive Officer and President (2020 – 2024) • President, Apparel Group (2019 – 2020) • Macy’s, Inc. (and predecessor companies) • General Business Manager, Ready-to-Wear (2017 – 2019) • Chief Private Brands Officer (2015 – 2017) • Executive Vice President, Private Brands, Men’s and Children’s Wear (2014 – 2015) • Executive Vice President, Group Merchandise Manager, Millennial (2012 – 2014) • Executive Vice President, Fashion and New Business Development (2010 – 2012) • Divisional Merchandise Manager (2009 – 2010) • Senior Vice President, General Merchandise Manager, Ready-to-Wear (2008 – 2009) • Senior Vice President, General Merchandise Manager, Men’s and Childrenswear (2004 – 2006) | QUALIFICATIONS AND EXPERTISE: • Extensive retail leadership and enterprise transformation experience developed over nearly three decades in the apparel and footwear and department store industry. Ms. Langenstein served as Chief Executive Officer, President and a director of Chico’s FAS from 2020 until it was acquired by Sycamore Partners in January 2024 for $1 billion. During her tenure, including as President of the Apparel Group from 2019 to 2020, she returned the Company to growth and profitability through a customer-led, product-focused, digital-first strategy. Under her leadership, Chico’s successfully reversed a multi-year decline, starting in fiscal 2022 when the company grew net sales 18% year over year, increased comparable sales 20%, and more than doubled operating income. • Deep expertise in merchandising, product, and brand management grounded in decades of retail operating experience. At Macy’s and Bloomingdale’s, Ms. Langenstein oversaw ready-to-wear and private brands, developing product assortments and managing brand positioning in competitive retail environments. Throughout her career, Ms. Langenstein has had direct responsibility for managing and growing footwear businesses, including responsibility for men’s and women’s private brand footwear and the Finish Line leased footwear business for women, men’s and kids at Macy’s, and women’s footwear at Chico’s and White House Black Market. As Chief Private Brands Officer at Macy’s, she streamlined the private-brand supply base and improved merchandise margin. She also led a turnaround of online private-brand performance, growing that channel 49% over two years, and spearheaded a company-wide initiative to grow women’s millennial apparel, significantly increasing market share among younger women. At Chico’s, she applied this foundation to implement a product-focused strategy aligned with evolving customer preferences and strengthened digital engagement. • Public company governance and board-level experience as both a former public company Chief Executive Officer and current director. In addition to her experience serving on the board of directors of Chico’s FAS, Ms. Langenstein serves on the board of Upbound Group, an omni-channel consumer financing company. Her experience leading a public company through strategic repositioning and acquisition, combined with her service on another public company board, equips her to meaningfully contribute to Caleres on matters across strategy, risk management, capital allocation, and operational performance. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| 2026 CALERES PROXY STATEMENT | 31 |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | John W. Schmidt Age: 65 | Director Since: 2023 PRESIDENT AND CHIEF EXECUTIVE OFFICER Board Committees: • Executive Public Company Boards Within Past Five Years: • None | | Business Experience: • Caleres, Inc. • President and Chief Executive Officer (2023 – present) • Division President, Brand Portfolio (2015 – 2020) • Division President, Contemporary Fashion (2010 – 2015) • Senior Vice President and General Manager, Image Brands (2008 – 2010) • Nine West Group, various roles (1998 – 2008) | QUALIFICATIONS AND EXPERTISE: • Consumer-led, strategic brand builder. Mr. Schmidt has deep consumer strategy and brand portfolio management expertise developed and honed over nearly two decades at Caleres and over thirty years in the industry. He has grown market share in both segments of Caleres’ business, strengthened consumer positioning, and increased brand relevance across Lead Brands including Sam Edelman, Allen Edmonds, Naturalizer and Vionic. He has strategically expanded the penetration of Brand Portfolio sales and increased operating profit. He has also accelerated international expansion and direct-to-consumer growth. At the same time, he has been the driving force behind the strategy to elevate and edit Famous Footwear’s stores and assortment to strengthen the retailer’s position with kids and family. • Experienced executive with strong portfolio management and transformation expertise. Throughout his time at Caleres, Mr. Schmidt has been instrumental in transforming the company by focusing on Caleres’ most powerful brands and assets while closing underperforming brands and stores. He led the rebranding and subsequent growth of the Allen Edmonds and Vionic brands after acquisition in 2016 and 2018, respectively. Since becoming Chief Executive Officer, Mr. Schmidt has strengthened the leadership team and completed structural cost reductions to align investments with the greatest opportunities for growth. In 2025, he led Caleres’ acquisition of luxury footwear brand Stuart Weitzman from Tapestry, adding a new Lead Brand with premium positioning, international resonance, and strong direct-to-consumer operations. Mr. Schmidt has developed an integration roadmap that includes stabilizing of the brand’s international business, transitioning systems, and pursuing synergistic cost savings in distribution, logistics, digital operations, and corporate functions to drive the brand toward profitability. • Extensive footwear, merchandising, and retail operations experience throughout over 25 years in wholesale and retail before joining Caleres. His experience in consumer retail includes senior merchandising positions at Lord & Taylor, May Merchandising Corporation, and Macy’s. He spent a decade with Nine West Group, a women’s footwear company, in various roles of increasing responsibility, ultimately serving as Group President of Wholesale Footwear before joining Caleres. At Caleres, he advanced through multiple roles that provided him with direct responsibility across product, brand positioning, and consumer strategy. His prior roles have fortified his merchant instincts and enhanced his industry and enterprise knowledge, giving him the relevant mix of operating skills and leadership strengths to lead a global, public portfolio company of diverse consumer and retail footwear brands. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| 32 | |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| | Bruce K. Thorn Independent | Age: 59 | Director Since: 2022 Board Committees: • Culture, Compensation and People • Technology and Digital Commerce Public Company Boards Within Past Five Years: • Big Lots, Inc. (2018 – 2025) | | Business Experience: • Alvarez & Marsal, Senior Advisor (2025 – present) • Big Lots, Inc., President, Chief Executive Officer and Board Member (2018 – 2025) • Tailored Brands, Inc. (f/k/a Men’s Warehouse) • President and Chief Operating Officer (2017 – 2018) • Executive Vice President and Chief Operating Officer (2015 – 2017) • PetSmart, Executive Vice President, Store Operations, Services and Supply Chain (2007 – 2015) • LESCO, Inc., Chief Operating Officer and various other sales, operations, and marketing positions (2002 – 2007) • Gap, Inc., various operational roles (2000 – 2002) • Cintas Corporation, various operational roles (1995 – 2000) | QUALIFICATIONS AND EXPERTISE: • Accomplished multi-industry executive and strategic leader with over two decades of experience at the helm of major consumer-facing enterprises and retail brands. Beginning with his time as an airborne ranger-qualified captain in the U.S. Army through to his seven years of experience as a director and Chief Executive Officer of a Fortune 500 company, Mr. Thorn has demonstrated his skills in executive leadership, strategic transformation, and M&A. An expert in crisis management, turnarounds and enterprise transformation, Mr. Thorn achieved significant sales, earnings and stock price growth at Big Lots while Chief Executive Officer, leading it through COVID-19 and successfully transitioning Big Lots to one of America’s largest extreme-value omnichannel retailers. He has had leading roles in the successful execution and integration of several M&A transactions, including overseeing Big Lots’ purchase of Broyhill and the successful sale of a substantial part of Big Lots’ business to Gordon Brothers through its Chapter 11 bankruptcy filing in September 2024, PetSmart’s sale to BC Partners, Men’s Warehouse’s integration of Jos. A. Bank, and LESCO’s merger with Deere & Company. This experience will assist the Caleres Board in its oversight of significant corporate opportunities, including integration and growth of acquired brands. • Proven operating expertise across multiple retail formats. As President and Chief Operating Officer at Tailored Brands, a menswear company with over 1,600 locations, he led a successful enterprise-wide transformation strategy and right-sized the company’s store base, its supply chain and cost structure, and strengthened its omnichannel capabilities while overseeing store operations, information technology, e-Commerce, strategic planning, marketing operations and human resources. His experiences setting and executing strategy for brands with significant physical store fleets and digital channels deepens the Caleres Board’s understanding of all retail sales, marketing, distribution and operations. • Sales, supply chain, manufacturing, and logistics expert from his time in senior leadership roles across the retail and services industries. As PetSmart’s Executive Vice President of Store Operations, Services and Supply Chain, Mr. Thorn oversaw sales, operations, global supply chain and enterprise inventory management including inventory replenishment and planning, transportation, and the company’s network of distribution centers, in addition to leading pet services and PetSmart Canada where he oversaw double digit sales growth. In his roles at Tailored Brands, LESCO, and Cintas, Mr. Thorn oversaw manufacturing plants and distribution networks. His breadth of sales, sourcing, manufacturing, and supply chain experience is particularly valuable to the Caleres Board and its strategy around efficient omnichannel selling, global sourcing, distribution network optimization, and supply chain diversification, which are all central to Caleres’ strategic priorities. |
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2027
| 2026 CALERES PROXY STATEMENT | 33 |
BACKGROUND
BACKGROUND On March 12, 2026, the Culture, Compensation and People Committee of our board of directors (the “Committee”) adopted the Caleres, Inc. Incentive and Stock Compensation Plan of 2026 (the “2026 Plan”), and on the same date, our board of directors directed that the 2026 Plan be submitted for shareholder approval, which we are now seeking. The 2026 Plan is similar in purpose and design to our Incentive and Stock Compensation Plan of 2022 (the “2022 Plan”), which was approved by our shareholders at our 2022 annual meeting. As of March 31, 2026, the 2022 Plan was the only benefit plan that the Company used to grant stock options, restricted stock, restricted stock units, performance shares, performance units, stock appreciation rights, other stock based awards and cash-based awards to directors and employees and only 832,650 shares remained available for grant under the 2022 Plan. Upon approval of the 2026 Plan, no additional awards will be granted under the 2022 Plan and the shares that remain available for future grants under the 2022 Plan as of March 31, 2026 will be transferred to the 2026 Plan. If the 2026 Plan is not approved by shareholders, the 2022 Plan would continue in effect in accordance with its existing terms. However, due to the limited number of shares remaining under the 2022 Plan, the Company’s ability to provide equity incentives to employees will be restricted. We use incentive awards to attract, motivate and retain leadership talent as well as to align our executives’ interests with those of our shareholders, as described more fully in the Compensation Discussion and Analysis. The board of directors and the Committee approved the proposed 2026 Plan on the belief that the shares authorized by the 2026 Plan will allow the Company to award the equity incentives important to our compensation program, while resulting in a reasonable amount of potential equity dilution.
KEY HIGHLIGHTS
KEY HIGHLIGHTS We believe that our long-term incentive compensation program aligns the interests of employees, officers and directors with those of our shareholders to create long-term shareholder value. Given the limited number of shares available for issuance under the 2022 Plan, the Company is requesting approval of the 2026 Plan. The 2026 Plan will continue our ability to achieve this objective by providing us with the ability to continue granting various types of incentive awards, which we believe will help us continue to attract, retain and motivate employees, officers and directors. The closing market price of a share of Common Stock on the record date was $10.74. Determination of Share Amounts. In determining the terms of the 2026 Plan and the amount of shares to be reserved under the 2026 Plan, the board of directors considered the factors above and a number of other factors, including the number of eligible employees and directors, competitive market practice for eligible employees and directors and the size, purpose and frequency of equity grants. Historical Amounts of Equity Awards. The Company granted the following number of shares in each of the past three fiscal years: 1,040,892 shares in fiscal 2025; 544,202 shares in fiscal 2024; and 931,050 shares in fiscal 2023. Historically, the Company has made annual equity grants at the regularly scheduled board meeting normally held in March and the number of shares underlying equity award grants approved in March 2026 were generally consistent with historical grant amounts. These amounts are not necessarily indicative of the shares that might be awarded over the next three years or later under the 2026 Plan. Historical Equity Award Burn Rate. The Company’s adjusted three-year average annual equity grant rate, or “burn rate,” for the 2023-2025 period was 2.52%, which we believe is reasonable for a company of our size in our industry. “Burn rate” is the number of shares subject to equity awards granted (including performance shares at target) divided by the weighted average number of common shares outstanding. Current and Projected Overhang Percentage. As of March 31, 2026, the Company had 1,456,490 shares of Common Stock subject to outstanding equity awards or available for future equity awards under the 2026 Plan, which represented
KEY HIGHLIGHTS
approximately 6.12% of fully diluted shares of Common Stock outstanding. The 1,400,000 new shares proposed to be included in the 2026 Plan would increase the fully diluted overhang percentage by an additional 3.74% to approximately 9.86%, which we believe is reasonable for a company of our size in our industry. In the past, the Company’s share repurchase program has partially offset the dilutive effect of share-based incentive compensation. Anticipated Duration. If the Company continues making equity awards consistent with practices over the past three years as set forth above, we estimate that the shares available for future awards under the 2026 Plan will be sufficient for approximately one to two years. However, because equity grants are not guaranteed and are determined by the Committee using a number of factors as described in more detail in the Compensation Discussion and Analysis section of this proxy statement, the share reserve could last for a longer or shorter period of time. The actual share pool duration will depend upon the number of participants, changes in our stock price, competitive award sizes, changes in the structure of our long-term incentive program, use of cash incentives, and forfeitures of outstanding awards.
Information on Equity Compensation Plans as of March 31, 2026
Information on Equity Compensation Plans as of March 31, 2026 The information included in the proxy statement and our 2025 Annual Report on Form 10-K is updated by the following information regarding all existing equity compensation plans as of March 31, 2026(1):
Information on Equity Compensation Plans as of March 31, 2026
| Total number of full value awards outstanding (Includes RSUs and performance share awards (PSAs))(2) | 1,456,490 | | Shares available for grant under the 2022 Plan(3) | 832,650 | | Total shares of common stock outstanding as of the record date | 33,740,819 |
Information on Equity Compensation Plans as of March 31, 2026
| (1) No stock options or stock appreciation rights were outstanding as of March 31, 2026. |
Information on Equity Compensation Plans as of March 31, 2026
| (2) The number of shares of outstanding PSAs assumes performance at the maximum performance level. |
Information on Equity Compensation Plans as of March 31, 2026
| (3) The number of shares remaining available for future grant under the 2022 Plan reflects PSAs at maximum payout. The number of shares remaining available for future grant under the 2022 Plan as of March 31, 2026 will be transferred to the 2026 Plan. The Company will not make any grants under the 2022 Plan between March 31, 2026 and the date of our 2026 annual meeting of shareholders. |
Description of the 2026 Plan
| • | attract, retain and motivate participants through annual and long-term incentives which are consistent with the Company’s goals; |
Description of the 2026 Plan
| • | to increase Company shareholder value, long-term. |
Description of the 2026 Plan
| • | no more than 1,100,000 shares in the aggregate for awards of stock options and stock appreciation rights; |
Description of the 2026 Plan
| • | the maximum payout with respect to cash-based awards will be $5,000,000. |
Description of the 2026 Plan
Notwithstanding the foregoing, the value of the maximum aggregate grant with respect to any awards denominated in shares that may be granted to any one director in any one fiscal year shall not exceed $500,000 based on the fair market value of the shares underlying the award on the grant date. No awards may be made under the 2026 Plan after May 28, 2036. Shares Available under the 2026 Plan. As of March 31, 2026, the 2022 Plan was our only plan with shares available for future award grants. Upon approval of the 2026 Plan, no additional awards will be granted under the 2022 Plan and the shares that remain available for future grants under the 2022 Plan will be transferred to the 2026 Plan. Under the 2026 Plan, we will have the ability to grant awards for up to the number of shares equal to 2,232,650 shares, consisting of 1,400,000 shares approved under this Plan and 832,650 shares remaining under the 2022 Plan as of March 31, 2026 that were converted to shares available under the 2026 Plan. Shares subject to a performance share, performance unit, restricted stock, restricted stock unit or stock-based award shall only be counted as used to the extent they are actually issued. Upon issuance, such issued shares shall reduce the number of shares available under the 2026 Plan. Shares subject to an outstanding award that are cancelled, terminate, expires or lapse shall be added back to, and again become available under the 2026 Plan. If any performance share, performance unit, restricted stock unit or stock-based award expires, is forfeited or lapses prior to any shares being issued pursuant to that award, there is no effect on shares available. Also, if any performance share, performance unit, restricted stock, restricted stock unit or stock-based award is exercised, settled or paid with less than the full number of shares initially subject to the award’s terms, or is settled in cash in lieu of shares, the number of shares available under the 2026 Plan shall be reduced only if, and to the extent, shares are actually issued. Any shares related to an award granted under either the 2022 Plan or the 2017 Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares, are settled in cash in lieu of shares, or are exchanged with the Committee’s permission, prior to the issuance of shares, for awards not involving shares shall be available for grant under the 2026 Plan. Notwithstanding the foregoing, shares tendered in payment of the exercise price of a stock option or stock appreciation right, shares tendered or withheld by the Company or any subsidiary to satisfy a tax withholding obligation associated with the exercise of a stock option or stock appreciation right, and shares that are repurchased by the Company with option proceeds shall not extend or increase the number of shares available for future award grants. In addition, all shares covered by a stock appreciation right, to the extent that it is exercised and settled in shares, or any stock option subject to a net exercise shall be considered delivered pursuant to the 2026 Plan, whether or not shares are actually delivered to the participant upon exercise of the right. Substitute awards shall not be counted against the number of shares available pursuant to the Plan; provided that, substitute awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as incentive stock options shall be counted against the number of shares that may be granted as incentive stock options. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for awards under the Plan and shall not count toward the number of shares available pursuant to the Plan. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction such as any merger, consolidation, separation, including a spin-off, or other distribution of our stock or property, any reorganization or any partial or
Description of the 2026 Plan
complete liquidation, an adjustment may be made to prevent dilution or enlargement of participants’ rights. Stock Options and Stock Appreciation Rights. Under the 2026 Plan, a stock option will be granted under an award agreement specifying the price, the duration of the stock option, the number of shares of common stock to which the stock option pertains and whether the stock option is an incentive stock option or a nonqualified stock option. Incentive stock option awards under the terms of the 2026 Plan will be those that qualify for special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent such treatment is available, while the nonqualified stock options do not qualify for such special tax treatment. Directors may not be granted incentive stock options but employees may be granted either type of option under the 2026 Plan. The stock option price upon the exercise of any stock option will be paid:
Description of the 2026 Plan
| • | by tendering (either actually or by attestation) previously acquired shares having an aggregate fair market value at the time of exercise equal to the total stock option price (provided that, if required by the board at time of exercise, the shares which are tendered must have been held by the participant for at least six months prior to their tender to satisfy the stock option price); |
Description of the 2026 Plan
The board may permit a participant to elect to pay all or part of the exercise price of the option by having the Company withhold from the shares of common stock which would otherwise be issued upon exercise of the option a number of shares of common stock having a fair market value equal to the amount of the exercise price. The price of a stock option granted to a participant under the 2026 Plan will be at least 100% of the fair market value of a share of common stock on the date the stock option is granted. A stock appreciation right will be granted under the 2026 Plan pursuant to an award agreement specifying the duration of the stock appreciation right and the number of shares of common stock to which the stock appreciation right pertains. The value of a stock appreciation right with respect to a share of common stock as of any given date will be equal to the excess of the fair market value of a share of common stock on such date over an amount equal to at least 100% of the fair market value of a share of common stock on the date the stock appreciation right is granted. A stock appreciation right will be payable as specified in the award agreement, and therefore can be in cash or in shares of common stock. The term of a stock option or stock appreciation right will be determined by the board at the time that it is granted. Neither stock options nor stock appreciation rights will be allowed to be exercisable later than the tenth anniversary date of their grant. Stock options and stock appreciation rights can be exercised subject to the restrictions and conditions placed upon them by the board, and they need not be the same for each grant or for each participant. Each participant’s stock option or stock appreciation right award agreement will set forth the extent to which the participant can exercise the stock option or stock appreciation right following the termination of the participant’s employment or directorship with the Company. Such provisions will be determined in the sole discretion of the board, will be included in the award agreement entered into with each participant, and need not be uniform among all stock options and stock appreciation rights issued. Unless otherwise determined by the board, no stock options or stock appreciation rights may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and both stock options and stock appreciation rights granted to a participant will be exercisable during the participant’s lifetime only by such participant. Without limiting the foregoing, in no event may a stock option or a stock appreciation right be transferred to a third party for consideration. Performance Units, Performance Shares, and Cash-Based Awards. The board sets performance goals that determine the number and/or value of performance units/shares and cash-based awards that may be paid out to a participant. Each cash-based award (including the cash-component of a performance unit) has a value as may be determined by the board. The determination of the board with respect to the form of payout of such awards will be set forth in the award agreement pertaining to the grant of the award. The time period during which the performance goals must be met is called the “performance period.”
Description of the 2026 Plan
Attainment of such measures may be on an absolute or relative basis, including to another company or companies, a custom peer group or a published index or indices or industry benchmarks, or relative to levels attained in prior years, and may be expressed in terms of overall company performance or the performance of a subsidiary, division, business unit, or an individual. Performance measures may vary from performance period to performance period and from participant to participant and may be established on a stand-alone basis, in tandem or in the alternative. The board will have the discretion to adjust the amount payable on a corporation-wide or divisional basis or to reflect individual performance and/or unanticipated factors. If applicable tax and/or securities laws change to permit board discretion to alter the governing performance measures without obtaining shareholder approval of such changes, then the board, in its sole discretion, may make such changes without obtaining shareholder approval. The board may pay performance shares, the cash and/or share components of performance units; and cash-based awards in cash or shares of common stock (or any combination thereof) that have an aggregate fair market value equal to the value of the awards earned at the close of the performance period, as specified in the award agreement. At the discretion of the board, participants may be entitled to receive any dividends declared with respect to shares of common stock which have been earned in connection with grants of performance units and/or performance shares, but not yet distributed to participants (such dividends shall be subject to the same accrual, forfeiture, and payout restrictions that apply to dividends earned with respect to stock-based awards). In addition, participants may, at the discretion of the board, be entitled to exercise their voting rights with respect to such shares. Unless determined otherwise by the board, in the event the employment or directorship of a participant is terminated by reason of death or disability, the participant will receive a payout of the performance units/shares or cash-based awards that is prorated.
Description of the 2026 Plan
Payment of earned performance units or performance shares or cash-based awards will be made at a time specified by the board in its sole discretion and set forth in the participant’s award agreement. In the event that a participant’s employment or directorship terminates for any reason other than those reasons set forth above during a performance period, all performance units/shares and cash-based awards are forfeited by the participant unless determined otherwise by the board. Unless determined otherwise by the board of directors, performance units/shares and cash-based awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; during the participant’s lifetime, the participant’s rights under the 2026 Plan may be asserted only by the participant or the participant’s legal representative. Without limiting the foregoing, in no event may performance units/shares or cash-based awards be transferred to a third party for consideration. Subject to the approved criteria for establishing performance measures, future performance awards may be different than those previously issued. Stock-Based Awards; Restricted Stock; Restricted Stock Units. Each grant of a stock-based award (other than stock options, performance shares, performance units, stock appreciation rights, restricted stock or restricted stock units) will be subject to such terms, conditions and restrictions as may be established by the board of directors in its discretion. Each grant of a restricted stock award and restricted stock unit will be evidenced by an award agreement that will specify the period(s) of restriction (if applicable), the number of shares of stock or units granted, and such other provisions as deemed necessary by the board of directors. Shares and units related to stock-based awards and restricted stock units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable period of restriction (if any) established by the board of directors and specified in the award agreement or upon earlier satisfaction of any other conditions, as specified by the board in its sole discretion and set forth in the award agreement or otherwise. All rights with respect to the restricted stock or restricted stock unit award granted to a participant under the 2026 Plan are available only to the participant during his or her lifetime. We are not required to issue a certificate for stock related to stock-based awards or provide unrestricted book entry title for shares related to stock-based awards until all conditions and/or restrictions applicable to the shares have been satisfied. Shares related to stock-based awards covered by a restricted stock grant made under the 2026 Plan become freely transferable by the participant after the last day of the applicable period of restriction. Participants holding restricted stock awards may exercise full voting rights with respect to such shares and also may be credited with regular cash dividends paid with respect to the underlying shares while they are so held. Participants holding restricted stock units will not have any voting rights with respect to such awards, but may be credited with regular cash dividends paid with respect to the underlying shares while they are so held. The board may apply any restrictions to the dividends that it deems appropriate. Subject to the minimum vesting requirements described below, the award agreement for restricted stock and restricted stock unit awards will set forth the extent to which the participant will have the right to receive unvested restricted shares or payment with respect to unvested restricted stock units following termination of the participant’s employment or directorship with the Company. Such provisions will be determined in the sole discretion of the board. Additionally, these provisions need not be uniform among all such awards granted pursuant to the 2026 Plan. Minimum Vesting. Subject to certain exceptions, the 2026 Plan generally provides that all but 5% of the shares available for awards under the 2026 Plan will provide for a vesting period or performance period of at least one year following the date of grant. Change in Control. A “change in control” occurs when:
Description of the 2026 Plan
Provided that, in no event shall a “change in control” be deemed to have occurred, with respect to a participant, if the participant is part of a purchasing group that consummates the change in control transaction. A participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the participant is an equity participant in the purchasing corporation or group (except for: passive ownership of less than three percent of the stock of the purchasing corporation; or ownership of equity in the purchasing corporation or group which is otherwise not significant, as determined prior to the change in control by a majority of the non-employee continuing directors). Upon the occurrence of a change in control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:
Description of the 2026 Plan
| • | any and all stock options and stock appreciation rights granted pursuant to the 2026 Plan shall become immediately exercisable; |
Description of the 2026 Plan
| • | any restriction periods and restrictions imposed on shares of common stock or units related to restricted stock, restricted stock units and stock-based awards that are not performance-based, as set forth in the applicable award agreement, shall lapse; and |
Description of the 2026 Plan
| • | the target payout opportunities attainable under all outstanding awards of restricted stock, restricted stock units, stock-based awards, performance units, performance shares, and cash-based awards shall be deemed to have been fully earned for the entire performance period(s) and fully vested as of the effective date of the change in control. |
Description of the 2026 Plan
The vesting of all awards denominated in shares shall be accelerated as of the effective date of the change in control, and there shall be paid out to participants within 30 days following the effective date of the change in control a pro-rata number of shares based upon an assumed achievement of all relevant targeted performance goals and upon the length of time within the performance period that has elapsed prior to the change in control. Awards denominated in cash shall be paid pro rata to participants in cash within 30 days following the effective date of the change in control, with the proration determined as a function of the length of time within the performance period which has elapsed prior to the change in control, and based on an assumed achievement of all relevant targeted performance goals. The above provisions cannot be terminated, amended, or modified on or after the date of a change in control to affect adversely any award previously granted under the 2026 Plan without the prior written consent of the participant with respect to the participant’s outstanding awards. However, the board may terminate, amend or modify the above provisions at any time prior to the date of a change in control. Repricing Prohibited. No outstanding options or stock appreciation rights may be repriced, replaced or regranted through cancellation in the event of a decline in stock price without the approval of the Company’s shareholders. The prohibition includes, among other prohibitions:
Description of the 2026 Plan
Plan or an award granted thereunder is subject to Code Section 409A, any termination of the 2026 Plan or such award which results in the distribution or acceleration of vested accrued benefits may be made by the board, without consent from affected participants, in accordance with regulations promulgated under Code Section 409A. Withholding. We shall have the power and the right to deduct or withhold, or require a participant to remit to us, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the 2026 Plan. With respect to withholding required upon the exercise of stock options, upon the lapse of restrictions on restricted stock, restricted stock units or stock-based awards, or upon any other taxable event arising as a result of awards granted pursuant to the 2026 Plan, participants may elect, subject to the approval of the board, to satisfy the withholding requirement, in whole or in part, by having us withhold shares having a fair market value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction, or at such other rate as will not result in adverse accounting treatment, as determined by the board in its sole discretion.
Federal Income Tax Consequences
| • | In the case of an exercise of a stock option (other than an incentive stock option, or ISO) or stock appreciation right, the participant will generally recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the exercise date over the exercise price. |
Federal Income Tax Consequences
| • | In the case of payment under a performance share, performance unit, restricted stock unit or cash-based award, the participant will generally recognize ordinary income on the payment date in an amount equal to any cash and the fair market value of any unrestricted shares received. |
Federal Income Tax Consequences
| • | In the case of an award of restricted stock, the immediate federal income tax effect for the recipient will depend on the nature of the restrictions. Generally, the fair market value of the stock will not be taxable to the recipient as ordinary income until the year in which his or her interest in the stock is freely transferable or is no longer subject to a substantial risk of forfeiture. However, the recipient may elect to recognize taxable income when the stock is received rather than when his or her interest is freely transferable or is no longer subject to a substantial risk of forfeiture. If the recipient makes this election, the amount taxed to the recipient as ordinary income is determined as of the date of receipt of the restricted stock. |
Federal Income Tax Consequences
| • | Upon the exercise of a stock option other than an ISO, the recognition of income on restricted stock, or the payment under a performance share, performance unit, restricted stock unit or stock-based award, we will generally be allowed an income tax deduction equal to the ordinary income recognized by the participant, but in the case of the recognition of income on restricted stock, the deduction will be allowed upon vesting. We will not receive an income tax deduction as a result of the exercise of an ISO, provided that the ISO stock is held for the required period as described above. When a cash payment is made pursuant to an award, the recipient will recognize ordinary income equal to the amount of cash received and we will generally be entitled to a deduction of the same amount. |
Equity Compensation Plan Information
Equity Compensation Plan Information The following table sets forth aggregate information regarding the company’s equity compensation plans as of January 31, 2026, our fiscal 2025 year-end. This table does not reflect the additional shares proposed to be added pursuant to the adoption of the 2026 Plan.
Equity Compensation Plan Information
| PLAN CATEGORY | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | 306,056(1) | $—(1) | 1,047,553(2) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 306,056 | $— | 1,047,553 |
Equity Compensation Plan Information
| (1) Column (a) includes 306,056 performance share units payable in stock, which reflects the maximum number of shares to be issued under the performance share plans. The target number of shares to be issued under the plans is 306,056. Performance share awards were disregarded for purposes of computing the weighted-average exercise price in column (b). There were no outstanding (vesting and nonvested) stock options as of January 31, 2026. This table excludes independent directors’ deferred compensation units and restricted stock units payable in cash. |
Equity Compensation Plan Information
| (2) Represents our remaining shares available for award grants based upon the provisions of the plans, which reflect our practice to reserve shares for outstanding awards. The number of securities available for grant has been reduced for performance share awards payable in stock. Performance share awards are reserved based on the maximum payout level. |
Equity Compensation Plan Information
Information regarding share-based plans is set forth in Note 16 to the consolidated financial statements included in our 2025 Annual Report on Form 10-K. We believe that the approval of the 2026 Plan is important to our continued success. Our employees are a valuable asset. Awards such as those provided under the 2026 Plan constitute an important incentive for key employees and help us to attract, retain and motivate people whose skill and performance are critical to our success.
Equity Compensation Plan Information
| • Your Board of Directors recommends a vote “FOR” the approval of the Incentive and Stock Compensation Plan of 2026. |
Equity Compensation Plan Information
| 46 | |
Equity Compensation Plan Information
This Compensation Discussion and Analysis (“CD&A”) describes the material elements of the compensation programs offered to our 2025 Named Executive Officers (“NEOs”), who are identified below.
Equity Compensation Plan Information
| • | John W. Schmidt, President and Chief Executive Officer |
Equity Compensation Plan Information
| • | Jack P. Calandra, Former Senior Vice President and Chief Financial Officer |
Equity Compensation Plan Information
| • | Daniel L. Karpel, Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer |
Equity Compensation Plan Information
| • | Brian P. Costello, Division President—Famous Footwear |
Equity Compensation Plan Information
| • | Daniel R. Friedman, Chief Sourcing and Supply Chain Officer |
Equity Compensation Plan Information
| • | Willis D. Hill, Senior Vice President and Chief Information Officer |
Equity Compensation Plan Information
| • | Todd E. Hasty, Former Senior Vice President and Chief Accounting Officer |
Executive Compensation Objectives and Philosophy
| • | 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. |
Executive Compensation Objectives and Philosophy
| • | 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. |
Executive Compensation Objectives and Philosophy
| • | 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. |
Summary of 2025 Compensation Decisions
| • | Adjusting Mr. Schmidt’s compensation by increasing his target annual incentive award to 150% of base salary and granting him an award of restricted stock that vests 50% after two years and 50% after 3 years with a grant date fair value of $2.5 million. |
Summary of 2025 Compensation Decisions
| • | Generally holding flat on our annual incentive target percentage opportunity for executives, except for increasing Mr. Costello’s target annual incentive award to 60% of base salary upon his promotion to Division President – Famous Footwear. |
Summary of 2025 Compensation Decisions
| • | 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, Return on Invested Capital, and individual Executive Strategic Initiatives. |
Summary of 2025 Compensation Decisions
| • | Structuring annual incentive plan awards so that payouts are dependent on total Company performance. |
Summary of 2025 Compensation Decisions
| • | Providing long-term incentive programs that reward strong performance and encourage value creation for shareholders while also fostering retention of our executives. |
Summary of 2025 Compensation Decisions
| • | Granting awards of restricted stock with long-term vesting periods to retain talent and recognize individual performance. |
Summary of 2025 Compensation Decisions
| • | Using an appropriate peer group for comparative purposes in determining compensation design practices and pay levels, reflecting our size, industry and competitors for talent. |
What are the objectives of our executive compensation program?
| • | Aligning executives’ interests with long-term shareholders’ interests. |
What are the key elements of our 2025 executive compensation program?
| 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 Operating Earnings 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 | | 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 |
What are the key elements of our 2025 executive compensation program?
| COMPENSATION ELEMENT | Primary Purpose | Key Features | Cross-Reference to Other Compensation Tables | | Equity Awards* | Align executive management interests with those of shareholders and encourage retention. | Restricted stock with graded vesting (typically 50% 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, opportunity to defer current compensation through 401(k) savings plan and deferred compensation plan and participation in a non-qualified 401(k) restorative benefits plan. | Summary Compensation Table and Retirement Plans - Pension Benefits Table and Non-Qualified Deferred Compensation Table |
Does the Committee use a compensation consultant?
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:
Does the Committee use a compensation consultant?
| • | Executive compensation practices and trends. |
Does the Committee use a compensation consultant?
| • | Best practices regarding short-term and long-term incentive plan design. |
Does the Committee use a compensation consultant?
| • | The appropriate mix and amounts for compensation elements to achieve Company objectives. |
Does the Committee use a compensation consultant?
| • | Shareholder perspectives and concerns related to executive compensation and Say on Pay recommendations. |
Does the Committee use a compensation consultant?
| • | Selecting the appropriate peer group and development of peer group program design and pay level data. |
Does the Committee use a compensation consultant?
| • | Compensation market values as a result of a detailed market study for key senior executives. |
Does the Committee use a compensation consultant?
| • | Technical developments and regulatory requirements impacting executive pay. |
What is the role of management in determining compensation?
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, 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, 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.
What is the Committee’s process for setting executive compensation?
| • | 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. |
What is the Committee’s process for setting executive compensation?
| • | 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. |
What is the Committee’s process for setting executive compensation?
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?
| • | Provides a mix of fixed compensation (e.g., salary) versus variable or “at risk” compensation, as well as cash versus equity incentives. |
How does the Company manage risk through its compensation program?
| • | Strikes a balance between the use of short-term incentives and longer-term incentives, each with appropriate performance metrics. |
How does the Company manage risk through its compensation program?
| • | Uses incentives that are consistent with our short-term and longer-term strategic initiatives and that incorporate caps on payouts (generally 200% of target). |
How does the Company manage risk through its compensation program?
| • | 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. |
How does the Company manage risk through its compensation program?
| • | 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. |
How did the Committee set the NEOs’ compensation for 2025?
Base Salary. In March 2025, the Committee decided not to increase the base salaries of our NEOs except for a 4% increase for both Mr. Friedman and Mr. Hasty to reflect market adjustments. However those increases were not implemented in 2025 in light of the highly volatile macroeconomic conditions and the Company’s financial performance. 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 generally 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.
Annual Consolidated Incentive Plan for 2025(1)
Annual Consolidated Incentive Plan for 2025(1)
Annual Consolidated Incentive Plan for 2025(1)
| | Adjusted OE (millions) | Adjusted OE Performance as a % of Plan Goal | Award Payout Percentage Net Sales | | | | | | | $2,475 | $2,750 (Plan Goal) | $2,888 | | Minimum Adjusted OE Performance | $132.0 | 93% | 50% | 63% | 75% | | Adjusted OE to Receive 100% Payout | $162.0 | 100% | 80% | 100% | 125% | | Adjusted OE to Receive Maximum Payout | $176.0 | 113% | 180% | 200% | 200% | | Actual 2025 Adjusted OE(2) | $43.0 | 27% | — | — | — |
Annual Consolidated Incentive Plan for 2025(1)
| (1) Applicable to Messrs. Schmidt and Calandra. |
Annual Consolidated Incentive Plan for 2025(1)
| (2) In March 2026, management presented its calculation of 2025 Adjusted OE ($43 million) and Net Sales ($2,757.9 million). Based upon these calculations the Committee determined that the 2025 Annual Consolidated Incentive Plan payout was at 0%, and as a result no Annual Incentive Plan payouts were earned. |
Annual Consolidated Incentive Plan for 2025(1)
| 2026 CALERES PROXY STATEMENT | 53 |
Division Plans
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 claw-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. Restricted Stock Awards. In March 2025, we granted restricted stock awards to our NEOs with service-based graded vesting, 50% at year 2 and 50% at year 3, and Mr. Karpel was granted restricted stock in September 2025 with ratable vesting, 1/3 each year. The Committee determined that grant levels for the NEOs (other than the Chief Executive Officer) are on average, approximately 14% of the Chief Executive Officer’s grant level. The Committee based the amount of equity awards granted on a 60-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 share price. The Committee approved restricted stock grants for the NEOs in 2025 in amounts that had a current market value that was approximately equal to 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. No stock options were awarded to NEOs in 2025. Individual 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. No such awards were granted in 2025.
Was there a payout on the 2023 long-term performance awards, which had a performance period ending with 2025?
Was there a payout on the 2023 long-term performance awards, which had a performance period ending with 2025? Yes. The 2023 long-term performance awards, which had a performance period of 2023 to 2025, used annual Adjusted EPS as the primary metric and Net Sales as the secondary metric. The cumulative component of the award was set as individual strategic initiatives of our NEOs for the three-year performance 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-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 award, the plan paid out at a total weighted percent of 35% with the 2023 period achieving 71% of target, the 2024 period achieving 0% of target, the 2025 period achieving 0% of target and the cumulative period achieving an overall rating of 69% 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 2023, with the financial targets set for each of the performance periods at that time.
Was there a payout on the 2023 long-term performance awards, which had a performance period ending with 2025?
| 2026 CALERES PROXY STATEMENT | 55 |
Was there a payout on the 2023 long-term performance awards, which had a performance period ending with 2025?
The NEOs’ cumulative strategic initiatives were set in 2023 and varied by NEO, but were directed towards those operational, financial and strategic actions that would ensure the Company’s earning power and growth. At the conclusion of the three-year performance period, Mr. Schmidt determined the degree to which the initiatives were achieved based upon self-assessments performed by each NEO and actual results.
Was there a payout on the 2023 long-term performance awards, which had a performance period ending with 2025?
| 2023 Performance Measurement | | | | | | | | | Adjusted EPS | | Net Sales | Award Modifier | | Maximum | 200% | | 5.00 | $3,068.0 | 135% | | Target | 100% | | 4.30 | $3,006.4 | 100% | | Threshold | 30% | | 4.00 | $2,968.0 | 85% | | | 0% | <$ | 4.00 | | | | Actual | | | 4.18 | $2,817.3 | 71% | | 2024 Performance Measurement | | | | | | | | | Adjusted EPS | | Net Sales | Award Modifier | | Maximum | 200% | | 5.10 | $3,106.4 | 135% | | Target | 100% | | 4.55 | $3,044.1 | 100% | | Threshold | 30% | | 4.20 | $3,006.4 | 85% | | | 0% | <$ | 4.20 | | | | Actual | | | 3.30 | $2,722.7 | 0% | | 2025 Performance Measurement | | | | | | | | | Adjusted EPS | | Net Sales | Award Modifier | | Maximum | 200% | | 5.20 | $3,144.1 | 135% | | Target | 100% | | 4.75 | $3,105.0 | 100% | | Threshold | 30% | | 4.45 | $3,044.1 | 85% | | | 0% | <$ | 4.45 | | | | Actual | | | 0.61 | $2,757.9 | 0% |
How does the Company provide NEOs with post-retirement income replacement?
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. 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, 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 associates continue to earn benefits under the Pension Plan formula in effect prior to December 31, 2018. Of our NEOs, Mr. Schmidt and Mr. Friedman are grandfathered. Supplemental Executive Retirement Plan. Mr. 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 and the Restorative portion of the Plan, which applies to Mr. Schmidt and Mr. Friedman. The Executive portion of the 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
How does the Company provide NEOs with post-retirement income replacement?
| 56 | |
How does the Company provide NEOs with post-retirement income replacement?
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. 401(k) Savings Plan. All of our salaried associates are eligible to participate in the Caleres, Inc. 401(k) Plan, and we consider this to be a basic benefit. The Company partially matches salaried associates contributions up to 50% of 6% of associates’ contributions; provides a core contribution of 1.5% of salary for associates hired before April 6, 2025 and a discretionary profit-sharing contribution of up to 2% of salary. Matching contributions, core contributions and profit-sharing contributions are not available to the associate until termination or retirement, as long as they achieved vesting. Grandfathered participants in the Pension Plan are eligible to receive the matching and profit-sharing contributions, but not the core contribution. All of our hourly associates are eligible to participate in the Caleres, Inc. Hourly 401(k) Savings plan. There is no Company match, core, or profit-sharing contributions for this Plan. 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 the 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. In 2025, our NEOs, except Mr. Karpel, Mr. Costello, and Mr. Hasty 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.
Do we provide severance or change in control benefits to the NEOs?
Do we provide severance or change in control benefits to the NEOs? For a limited group of executives, including Mr. Schmidt, Mr. Calandra, Mr. Friedman and Mr. Hill, 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.
Do we provide severance or change in control benefits to the NEOs?
| 2026 CALERES PROXY STATEMENT | 57 |
Which market or peer group data was used to evaluate compensation?
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 2025 compensation for the NEOs. The peer group used for the 2025 study was proposed by Meridian and reviewed by management. The 2025 peer group for comparison purposes included 27 similarly sized footwear and retail companies (median sales of $3.106 billion, median market capitalization of $2.965 billion, and median of 10,613 employees). The peer group used by the Committee for compensation decisions for 2025 is set forth below:
Which market or peer group data was used to evaluate compensation?
| Abercrombie & Fitch Academy Sports and Outdoors, Inc. American Eagle Outfitters, Inc. Carter’s, Inc. Columbia Sportwear Company Crocs, Inc. Deckers Outdoor Corp. Dillards, Inc. Designer Brands, Inc. | Foot Locker, Inc. Fossil Group, Inc. G-III Apparel Group, Ltd. Genesco Inc. Guess, Inc. Hanesbrands, Inc. Hibbett, Inc. Kontoor Brands, 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. Wolverine World Wide, Inc. |
What is the Committee’s practice for making equity grants?
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. During 2025, the Committee did not take material non-public information into account when determining the timing and terms of equity awards, and we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. 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
What is the Committee’s practice for making equity grants?
| 2026 CALERES PROXY STATEMENT | 59 |
What is the Committee’s practice for making equity grants?
given year, 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.
What are the compensation levels for 2026?
| • | 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 70% for their respective division plans and 30% for consolidated results. |
What are the compensation levels for 2026?
| • | The Committee approved the 2026 annual grants of restricted stock with 3-year graded vesting (50% after 2 years and 50% after 3 years, except Mr. Karpel whose grant vests ratably 1/3 per year), in order to remain competitive and promote retention o f o ur valued executive talent. |
What are the compensation levels for 2026?
| • | The Committee approved the long-term performance award design for 2026-2028, which will be divided into four (4) distinct measurement periods, will have financial performance targets for each measurement period set near the beginning of the applicable period, 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 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 2026, 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 2026-2028 plan will be paid out in stock. |
Summary Compensation Table
Summary Compensation Table
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 | | John W. Schmidt President and Chief Executive Officer | 2025 | $1,150,000 | $ — | $2,500,016 | $— | $ — | $435,277 | $58,637 | $4,143,930 | | | 2024 | 1,137,500 | — | 5,250,049 | — | 1,208,900 | 608,736 | 91,054 | 8,296,239 | | | 2023 | 1,067,308 | — | 4,000,038 | — | 2,020,407 | 611,206 | 105,564 | 7,804,523 | | Jack P. Calandra Former Senior Vice President and Chief Financial Officer | 2025 | 640,000 | — | 460,012 | — | — | 1,838 | 2,285,157 | 3,387,007 | | | 2024 | 640,000 | — | 1,150,015 | — | 631,925 | — | 33,539 | 2,445,479 | | | 2023 | 652,308 | — | 1,150,012 | — | 353,952 | — | 35,295 | 2,191,567 | | Daniel L. Karpel Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer | 2025 | 115,385 | — | 300,009 | — | — | — | 3,230 | 418,624 | | Brian P. Costello Division President— Famous Footwear | 2025 | 462,404 | 40,000 | 400,013 | — | — | 21,045 | 56,197 | 979,659 | | Daniel R. Friedman Chief Sourcing and Supply Chain Officer | 2025 | 507,000 | — | 300,014 | — | — | 196,861 | 19,200 | 1,023,075 | | | 2024 | 507,000 | — | 552,040 | — | 278,047 | 324,009 | 30,438 | 1,691,534 | | | 2023 | 513,000 | — | 506,004 | — | 902,116 | 342,224 | 32,470 | 2,295,814 | | Willis D. Hill Senior Vice President and Chief Information Officer | 2025 | 500,000 | — | 276,014 | — | — | 9,580 | 16,075 | 801,669 | | Todd E. Hasty Former Senior Vice President and Chief Accounting Officer | 2025 | 249,039 | 375,000 | 161,011 | — | — | 239,791 | 12,352 | 1,037,193 |
Summary Compensation Table
| (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. |
Summary Compensation Table
| (2) Amounts in this column reflect a sign-on bonus for Mr. Costello at the time of hire and a retention bonus for Mr. Hasty to extend his planned retirement. |
Summary Compensation Table
| (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 15 to our audited consolidated financial statements on Form 10-K. The aggregate grant date fair value of the performance awards granted in stock during the respective performance periods of 2024 and 2023 at maximum payout would be as follows: Mr. Schmidt — $3,000,016, $2,000,019; Mr. Calandra — $690,009, $690,016; Mr. Friedman — $276,020, $253,002; Mr. Hill — $276,020, $299,010; and Mr. Hasty — $100,038, $100,017; The 2025 performance awards were granted in cash and will be presented in this table at payout. For more information on the performance awards reflected in this column, refer to Note 4 in the “Grant of Plan-Based Awards” table below. 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 2025? — Long-Term Compensation”. |
Summary Compensation Table
| 2026 CALERES PROXY STATEMENT | 61 |
Summary Compensation Table
| (4) 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 under the caption “Executive Compensation Program – How did the Committee set the NEOs’ compensation for 2025? – Annual Incentive Plan Awards.” |
Summary Compensation Table
| (5) The NEOs participate in the Company’s qualified defined benefit Pension Plan (except Mr. Karpel and Mr. Costello who do not participate in the Pension Plan) and, in the case of Mr. Schmidt and Mr. Friedman a non-qualified, unfunded SERP, upon completion of 12 months of service. The NEOs 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, 2026 (the last business day of fiscal 2025) under the Company’s tax-qualified pension plan 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 2025, see the notes to the Pension Benefits Table for additional information regarding assumptions used in this calculation. |
Summary Compensation Table
| (6) “All Other Compensation” reflects the Company’s incremental cost to provide the following benefits: |
Summary Compensation Table
| NAME | Company 401(k) Plan Match | Company NonQualified Restoration Plan | Financial and Tax Planning Services | Separation Payments(a) | Relocation | Other(b) | Total | | John W. Schmidt | $10,500 | $24,000 | $24,137 | $ — | $ — | $ — | $58,637 | | Jack P. Calandra | 10,500 | 8,700 | 975 | 2,264,382 | — | 600 | 2,285,157 | | Daniel L. Karpel | 3,230 | — | — | — | — | — | 3,230 | | Brian P. Costello | 10,500 | — | — | — | 45,697 | — | 56,197 | | Daniel R. Friedman | 10,500 | 4,700 | — | — | — | 4,000 | 19,200 | | Willis D. Hill | 10,500 | 4,500 | 575 | — | — | 500 | 16,075 | | Todd E. Hasty | 7,672 | — | 4,680 | — | — | — | 12,352 |
Summary Compensation Table
| (a) Amount reflects cash severance in connection with our CFO transition. |
Summary Compensation Table
| (b) Amount includes incremental cost of complimentary products, matches of charitable giving to qualified institutions and personal use of the Company’s aircraft. Incremental costs for personal use of club memberships are paid directly by the NEO and are not included. |
Summary Compensation Table
| (7) In addition to the personal benefits identified in Note 6, 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. |
Summary Compensation Table
| 62 | |
GRANTS OF PLAN-BASED AWARDS
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 2025, consisting of the annual incentive plan awards, the long-term performance awards and time-vested restricted stock. Information about the 2025 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 2025? — Annual Incentive Plan Compensation.” Additional information about plan-based awards granted in 2025 is included within the CD&A under the caption “Executive Compensation Program — How did the Committee set the NEOs’ compensation for 2025? — Long-Term Compensation.” The following table provides information with respect to awards granted to the NEOs during the past year under the 2022 Plan:
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | NAME/AWARD | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John W. Schmidt Annual Incentive 3 Year Perf. Award Restricted Stock | | | | | | | | | | | | | | | 862,500 | 1,725,000 | 3,450,000 | | | | | | | | 3/24/2025 | 3/12/2025 | 450,000 | 1,500,000 | 3,000,000 | | | | | | | | 3/24/2025 | 3/12/2025 | | | | | | | 145,519 | 2,500,016 | | Jack P. Calandra Annual Incentive 3 Year Perf. Award Restricted Stock | | | | | | | | | | | | | | | 240,000 | 480,000 | 960,000 | | | | | | | | 3/24/2025 | 3/12/2025 | 103,500 | 345,000 | 690,000 | | | | | | | | 3/24/2025 | 3/12/2025 | | | | | | | 26,776 | 460,012 | | Daniel L. Karpel Annual Incentive Restricted Stock | | | | | | | | | | | | | | | 90,000 | 180,000 | 360,000 | | | | | | | | 12/11/2025 | 12/2/2025 | | | | | | | 22,884 | 300,009 | | Brian P. Costello Annual Incentive Restricted Stock Restricted Stock | | | | | | | | | | | | | | | 157,500 | 315,000 | 630,000 | | | | | | | | 3/24/2025 | 3/12/2025 | | | | | | | 11,642 | 200,010 | | | 9/8/2025 | 8/21/2025 | | | | | | | 12,962 | 200,004 | | Daniel R. Friedman Annual Incentive 3 Year Perf. Award Restricted Stock | | | | | | | | | | | | | | | 190,125 | 380,250 | 760,500 | | | | | | | | 3/24/2025 | 3/12/2025 | 45,000 | 150,000 | 300,000 | | | | | | | | 3/24/2025 | 3/12/2025 | | | | | | | 17,463 | 300,014 | | Willis D. Hill Annual Incentive 3 Year Perf. Award Restricted Stock | | | | | | | | | | | | | | | 162,500 | 325,000 | 650,000 | | | | | | | | 3/24/2025 | 3/12/2025 | 41,400 | 138,000 | 276,000 | | | | | | | | 3/24/2025 | 3/12/2025 | | | | | | | 16,066 | 276,014 | | Todd E. Hasty Annual Incentive 3 Year Perf. Award Restricted Stock | | | | | | | | | | | | | | | 70,000 | 140,000 | 280,000 | | | | | | | | 3/24/2025 | 3/12/2025 | 15,000 | 50,000 | 100,000 | | | | | | | | 3/24/2025 | 3/12/2025 | | | | | | | 9,372 | 161,011 |
Grants of Plan-Based Awards
| (1) These columns show the range of cash payouts under the annual incentive plan award for 2025. For NEOs included in the consolidated plan, the annual incentive award payouts are based on achievement of Adjusted OE 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 OE 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 OE level and Net 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 2025? – Annual Incentive Plan Awards” in the CD&A. The amounts set forth for 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 Compensation Table) was based on the NEO’s salary in effect during the year. These columns also include the range of cash payouts under the 2025-2027 long-term performance award approved by the Committee in March 2025. The award is divided into four distinct measurements — fiscal 2025, fiscal 2026, fiscal 2027 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 the award will payout. Payout of the awards is also dependent on performance achieved for the second metric, ROIC. This metric |
Grants of Plan-Based Awards
| 2026 CALERES PROXY STATEMENT | 63 |
Grants of Plan-Based Awards
| works to adjust the award up or down by to 10%, but in no instance greater than 200% of target, for each of the individual measurement periods. 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. 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 2025? — Long-Term Compensation” in the CD&A. |
Grants of Plan-Based Awards
| (2) The restricted stock grants have graded vesting, 50% at two years and 50% at three years from the grant date, except for Mr. Karpel whose 3-year award vests ratably 1/3 per year from the grant date. |
Grants of Plan-Based Awards
| (3) Grant date fair value for awards is calculated 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. This value does not reflect estimated forfeitures or awards actually forfeited during the year. 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. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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 31, 2026, our fiscal year-end, and includes a column for current market value for these awards.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity Incentive Plan Awards | | | NAME | 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) | | John W. Schmidt | 3/16/2023 | | | | | 43,253 | 528,552 | | | | | 3/21/2024 | | | | | 54,812 | 669,803 | | | | | 3/24/2025 | | | | | 145,519 | 1,778,242 | | | | | Perf 2023-25 | | | | | | | 86,506 | 1,057,103 | | | Perf 2024-26 | | | | | | | 73,082 | 893,062 | | Total | | | | | | 243,584 | 2,976,596 | 159,588 | 1,950,165 | | Jack P. Calandra | | | | | | | | | | | Total | | | | | | | | | | | Daniel L. Karpel | 12/11/2025 | | | | | 22,884 | 279,642 | | | | Total | | | | | | 22,884 | 279,642 | | | | Brian P. Costello | 3/24/2025 | | | | | 11,642 | 142,265 | | | | | 9/8/2025 | | | | | 12,962 | 158,396 | | | | Total | | | | | | 24,604 | 300,661 | | | | Daniel R. Friedman | 3/16/2023 | | | | | 5,471 | 66,856 | | | | | 3/21/2024 | | | | | 6,724 | 82,167 | | | | | 3/24/2025 | | | | | 17,463 | 213,398 | | | | | Perf 2023-25 | | | | | | | 10,943 | 133,723 | | | Perf 2024-26 | | | | | | | 6,724 | 82,167 | | Total | | | | | | 29,658 | 362,421 | 17,667 | 215,891 | | Willis D. Hill | 3/16/2023 | | | | | 5,969 | 72,941 | | | | | 3/21/2024 | | | | | 6,724 | 82,167 | | | | | 3/24/2025 | | | | | 16,066 | 196,327 | | | | | Perf 2023-25 | | | | | | | 12,933 | 158,041 | | | Perf 2024-26 | | | | | | | 6,724 | 82,167 | | Total | | | | | | 28,759 | 351,435 | 19,657 | 240,209 | | Todd E. Hasty | | | | | | | | | | | Total | | | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
| 64 | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Grants of restricted stock have 3-year graded vesting, 50% after year 2 and 50% after year 3 or 3-year ratable vesting, 1/3 each year. Subject to earlier forfeiture or accelerated vesting, unvested restricted stock outstanding on January 31, 2026 will vest (or have vested) as follows: |
Outstanding Equity Awards at Fiscal Year-End
| GRANT DATE | Vesting Schedule | | 3/16/2023 | 50% on 3/16/2025, 50% on 3/16/2026 | | 3/21/2024 | 50% on 3/21/2026, 50% on 3/21/2027 | | 3/24/2025 | 50% on 3/24/2027, 50% on 3/24/2028 | | 9/08/2025 | 50% on 9/08/2027, 50% on 9/08/2028 | | 12/11/2025 | 1/3 on 12/11/2026, 1/3 on 12/11/2027, and 1/3 on 12/11/2028 |
Outstanding Equity Awards at Fiscal Year-End
| (2) The fiscal year-end market value of unvested restricted stock or units is calculated by multiplying the number of unvested shares by $12.22, the closing price for our stock on January 30, 2026, the last trading day of our fiscal 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Performance share awards 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 100% of target. Performance earned above 100% is paid in cash not to exceed 200% of the total award. |
OPTION EXERCISES AND STOCK VESTED
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 2025, and the Value Realized on Vesting is calculated prior to payment of applicable withholding tax. During 2025 no options were exercised.
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Stock Awards | | | | | Number of Shares or Units Acquired on Vesting | | | | NAME | Restricted Stock | Performance Shares or Units | Value Realized on Vesting(1) | | John W. Schmidt | 93,425 | — | $1,414,526 | | Jack P. Calandra | 35,324 | — | 493,490 | | Daniel L. Karpel | — | — | — | | Brian P. Costello | — | — | — | | Daniel R. Friedman | 10,972 | — | 172,873 | | Willis D. Hill | 11,969 | — | 188,582 | | Todd E. Hasty | 6,982 | — | 110,007 |
Option Exercises and Stock Vested
| (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 value realized has not been reduced to reflect shares or units that were withheld to pay taxes and were not issued to the NEO. |
Pension Plan
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 and Mr. Friedman are grandfathered and continue earning pension benefits. Mr. Hill and Mr. Hasty are not grandfathered and, therefore, their qualified Pension Plan benefits were frozen as of December 31, 2018, and Mr. Calandra, Mr. Karpel, and Mr. Costello are 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 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.
Pension Plan
| 2026 CALERES PROXY STATEMENT | 65 |
Pension Plan
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 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 Plan 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 ($360,000 in 2026 and $350,000 in 2025). The accumulated benefit a participant earns under the Pension Plan is payable starting after retirement based on the participant’s choice of payment option, including an annuity for the participant’s life, 50%, 75% or 100% joint and survivor annuity, 10 year certain and life annuity, Social Security level income option, and, only for benefits accrued before December 31, 1993, a lump sum payment. All optional forms of benefit are equal to the single life annuity adjusted by plan-specified actuarial equivalence factors.
Pension Benefits Table
Pension Benefits Table The table below quantifies the present value of the benefits payable under the Company’s two (2) defined benefit pension plans (the Pension Plan and the SERP) for the NEOs as of January 31, 2026.
Pension Benefits Table
Pension Benefits Table
Pension Benefits Table
| NAME | Plan Name | Number of Years Credited Service(#)(3) | Present Value of Accumulated Benefit($) | Payments During Last Fiscal Year($) | | John W. Schmidt(4) | Pension Plan | 17 | 701,621(1) | — | | | SERP | 17 | 2,857,797(2) | — | | Daniel R. Friedman(4) | Pension Plan | 19 | 778,075(1) | — | | | SERP | 19 | 1,339,244(2) | — | | Willis D. Hill | Pension Plan | 10 | 148,400(1) | — | | Todd E. Hasty | Pension Plan | 14 | 211,137(1) | — |
Pension Benefits Table
| (1) For the Pension Plan, the calculation of the present value of the accumulated benefit assumes: |
Pension Benefits Table
| • | each participant’s benefit commences at age 65 or January 31, 2026, if later, the age at which retirement may occur without any reduction in benefits, discounted to January 31, 2026, using a discount rate of 5.80%; and |
Pension Benefits Table
| • | post-retirement mortality based on the PRI-2012 Bottom Quartile projected forward with generational Scale MP-2021. |
Pension Benefits Table
| (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, 2026, using a discount rate of 5.80%, and post-retirement mortality based on the unisex mortality table published by the IRS for that calendar year. |
Pension Benefits Table
| (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. |
Pension Benefits Table
| (4) Two of our NEOs are currently vested in the SERP. If any of the vested NEOs left the Company as of January 31, 2026, 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 — $3,026,523 and Mr. Friedman — $1,418,422. This lump sum would not be payable until August 1, 2026 and would also include interest for the six month delay in payment. All lump-sum payments are calculated based on the 2026 unisex mortality table published by the IRS and interest rates of 4.01% for annuity payments due during the first five years; 5.04% for annuity payments due during the next 15 years; and 5.83% for annuity payments due after 20 years. |
NON-QUALIFIED DEFERRED COMPENSATION AND RESTORATION PLANS
NON-QUALIFIED DEFERRED COMPENSATION AND RESTORATION PLANS 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 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 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 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 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 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. Certain key executives, including NEOs, designated by the Committee are eligible for the restoration plan. Under this 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 the 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. 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
NON-QUALIFIED DEFERRED COMPENSATION AND RESTORATION PLANS
| 2026 CALERES PROXY STATEMENT | 67 |
NON-QUALIFIED DEFERRED COMPENSATION AND RESTORATION PLANS
operates as an unfunded, tax-deferred personal savings account. The amounts are 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. The restoration 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 deemed investment options available under the Deferred Compensation Plan and Restoration Plan are substantially similar to the investments available under our 401(k) Plan. In fiscal 2025, the rate of return for these deemed investment options ranged from 4.15% to 18.70%. The following table shows contributions and earnings during 2025 and the account balances as of January 30, 2026 (the last business day of 2025), for our NEOs under the deferred compensation plan and restoration plan.
Non-Qualified Deferred Compensation Table
Non-Qualified Deferred Compensation Table
Non-Qualified Deferred Compensation Table
| NAME | Plan Name | 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 | Deferred Compensation Plan | $— | $ — | $— | $— | $— | | | Nonqualified Restoration Plan | — | 24,000 | 4,905 | — | 144,353 | | Jack P. Calandra | Deferred Compensation Plan | — | — | — | — | — | | | Nonqualified Restoration Plan | — | 8,700 | 1,838 | — | 53,832 | | Daniel L. Karpel | Deferred Compensation Plan | — | — | — | — | — | | | Nonqualified Restoration Plan | — | — | — | — | — | | Brian P. Costello | Deferred Compensation Plan | 236,250 | — | 21,045 | — | 252,247 | | | Nonqualified Restoration Plan | — | — | — | — | — | | Daniel R. Friedman | Deferred Compensation Plan | — | — | 82,720 | — | 1,089,281 | | | Nonqualified Restoration Plan | — | 4,700 | 1,331 | — | 37,557 | | Willis D. Hill | Deferred Compensation Plan | — | — | — | — | — | | | Nonqualified Restoration Plan | — | 4,500 | 1,127 | — | 32,251 | | Todd E. Hasty | Deferred Compensation Plan | 124,519 | — | 227,764 | — | 2,446,789 | | | Nonqualified Restoration Plan | — | — | — | — | 9,767 |
Non-Qualified Deferred Compensation Table
| (1) This amount represents the executive’s contributions, if any, during 2025. Such executive contributions, if any, are included in the “Salary” column in the Summary Compensation Table for fiscal 2025. |
Non-Qualified Deferred Compensation Table
| (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
PAYMENTS ON TERMINATION AND CHANGE IN CONTROL Under the 2017 Plan and 2022 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.
PAYMENTS ON TERMINATION AND CHANGE IN CONTROL
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PAYMENTS ON TERMINATION AND CHANGE IN CONTROL
The 2017 and 2022 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 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. Except for Mr. Costello, the Company is not a party to traditional employment agreements with its NEOs, but it currently has executive severance agreements with Mr. Schmidt, Mr. Friedman and Mr. Hill and formerly had a severance agreement with Mr. Calandra. 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.
Additional Benefits on Termination and Change in Control (CIC)
Additional Benefits on Termination and Change in Control (CIC)
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 years) | | | | 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 |
Additional Benefits on Termination and Change in Control (CIC)
| (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. |
Estimate of Payments upon Termination and Change in Control
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 30, 2026 (the last business day of 2025), as well as the acceleration of unvested benefits upon a change in control. The termination scenarios covered by the table include voluntary termination following 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 2017 and 2022 Plans or additional benefits receivable under our executive severance agreements or SERP, none of which are available to all
Estimate of Payments upon Termination and Change in Control
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Estimate of Payments upon Termination and Change in Control
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. Mr. Calandra’s employment ended on January 30, 2026 and the following payments were made: cash severance $2,264,382 and accelerated equity $190,655. Mr. Hasty’s employment ended on October 17, 2025, with no additional payments required.
Estimate of Payments Upon Termination and Change in Control Table
Estimate of Payments Upon Termination and Change in Control Table
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 | | John W. Schmidt | | | | | | | | Additional Payments on CIC or Termination | | | | | | | | Annual Incentive-2025(2) | $1,725,000 | | | | $1,725,000 | $1,725,000 | | Cash Severance(3) | $5,750,000 | | | | $8,625,000 | | | Accelerated Equity(4) | $2,087,475 | $2,976,596 | $2,976,596 | $2,976,596 | $2,976,596 | $2,976,596 | | Long-term Incentive(5) | | $2,652,478 | $2,652,478 | $2,652,478 | $2,652,478 | $2,652,478 | | Additional SERP Benefits(6) | | | | | $298,050 | | | NQDC Benefit(6) | | $24,000 | $24,000 | $— | $24,000 | $24,000 | | Medical/Outplacement(7) | $26,491 | | | | $26,491 | | | Tax Reimbursement(8) | | | | | N/A | | | Total | $9,588,966 | $5,653,074 | $5,653,074 | $5,629,074 | $16,327,615 | $7,378,074 | | Daniel L. Karpel | | | | | | | | Additional Payments on CIC or Termination | | | | | | | | Annual Incentive-2025(2) | $— | | | | $— | $— | | Cash Severance(3) | $— | | | | $— | | | Accelerated Equity(4) | $— | $279,642 | $279,642 | $279,642 | $279,642 | $279,642 | | Long-term Incentive(5) | | $— | $— | $— | $— | $— | | Additional SERP Benefits(6) | | | | | $— | | | NQDC Benefit(6) | | $— | $— | $— | $— | $— | | Medical/Outplacement(7) | $— | | | | $— | | | Tax Reimbursement(8) | | | | | N/A | | | Total | $— | $279,642 | $279,642 | $279,642 | $279,642 | $279,642 | | Brian P. Costello | | | | | | | | Additional Payments on CIC or Termination | | | | | | | | Annual Incentive-2025(2) | $— | | | | $— | $— | | Cash Severance(3) | $262,500 | | | | $262,500 | | | Accelerated Equity(4) | $— | $300,662 | $300,662 | $300,662 | $300,662 | $300,662 | | Long-term Incentive(5) | | $— | $— | $— | $— | $— | | Additional SERP Benefits(6) | | | | | $— | | | NQDC Benefit(6) | | $— | $— | $— | $— | $— | | Medical/Outplacement(7) | $— | | | | $— | | | Tax Reimbursement(8) | | | | | N/A | | | Total | $262,500 | $300,662 | $300,662 | $300,662 | $563,162 | $300,662 |
Estimate of Payments Upon Termination and Change in Control Table
| 2026 CALERES PROXY STATEMENT | 71 |
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 | | Daniel R. Friedman | | | | | | | | Additional Payments on CIC or Termination | | | | | | | | Annual Incentive-2025(2) | $393,750 | | | | $393,750 | $393,750 | | Cash Severance(3) | $1,837,500 | | | | $1,837,500 | | | Accelerated Equity(4) | $107,946 | $362,428 | $362,428 | $362,428 | $362,428 | $362,428 | | Long-term Incentive(5) | | $288,501 | $288,501 | $288,501 | $288,501 | $288,501 | | Additional SERP Benefits(6) | | | | | $190,338 | | | NQDC Benefit(6) | | $4,710 | $4,710 | $— | $4,710 | $4,710 | | Medical/Outplacement(7) | $26,145 | | | | $37,290 | | | Tax Reimbursement(8) | | | | | $— | | | Total | $2,365,341 | $655,639 | $655,639 | $650,929 | $3,114,517 | $1,049,389 | | Willis D. Hill | | | | | | | | Additional Payments on CIC or Termination | | | | | | | | Annual Incentive-2025(2) | $357,500 | | | | $357,500 | $357,500 | | Cash Severance(3) | $907,500 | | | | $1,815,000 | | | Accelerated Equity(4) | $114,025 | $351,435 | $351,435 | $351,435 | $351,435 | $351,435 | | Long-term Incentive(5) | | $304,819 | $304,819 | $304,819 | $304,819 | $304,819 | | Additional SERP Benefits(6) | | | | | $— | | | NQDC Benefit(6) | | $4,500 | $4,500 | $— | $4,500 | $4,500 | | Medical/Outplacement(7) | $32,118 | | | | $49,236 | | | Tax Reimbursement(8) | | | | | N/A | | | Total | $1,411,143 | $660,754 | $660,754 | $656,254 | $2,882,490 | $1,018,254 |
Estimate of Payments Upon Termination and Change in Control Table
| (1) The post-termination benefits available to the executives listed above are governed by their executive severance agreements. The terms of such agreements are described in detail below under “Executive Severance Agreements.” Mr. Karpel and Mr. Costello do not have executive severance agreements and therefore do not receive any benefits outside of accelerated equity (Mr. Costello also receives limited cash severance based on his employment agreement). |
Estimate of Payments Upon Termination and Change in Control Table
| (2) The payment for the Annual Incentive — 2025 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. |
Estimate of Payments Upon Termination and Change in Control Table
| (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. Note: Mr. Costello does not have a severance agreement – his employment agreement provides for a severance payment equal to 0.5x salary. |
Estimate of Payments Upon Termination and Change in Control Table
| (4) Accelerated Equity reflects the value of 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 closing price of our stock on January 30, 2026, the last business day of fiscal year 2025. Under the 2017 and 2022 Plans, all restricted stock 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 Committee. Messrs. Schmidt and Friedman are the only NEOs who are currently retirement eligible. |
Estimate of Payments Upon Termination and Change in Control Table
| (5) Under the terms of the 2017 and 2022 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 2023 - 2025, 2024 - 2026, and 2025 - 2027 awards. Our Incentive and Stock Compensation Plan also provides 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 2025 awards were granted as performance cash, rather than equity. |
Estimate of Payments Upon Termination and Change in Control Table
| (6) A change in control results in an enhanced early retirement benefit under the SERP for pre-2006 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 NQDC Plan, an active participant shall be fully vested in all employer credits upon death, disability, age 65, or a change in control event. |
Estimate of Payments Upon Termination and Change in Control Table
| (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 six 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 $15,000 for outplacement services. |
Estimate of Payments Upon Termination and Change in Control Table
| (8) Mr. Friedman’s executive severance agreement 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, his total payments do not exceed the payment cap, therefore no tax reimbursement is provided. |
Estimate of Payments Upon Termination and Change in Control Table
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CEO PAY RATIO
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 $4,143,930 as reflected in the Summary Compensation Table. Using January 31, 2026 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 9,835 employees. Because of the nature of our business, which has significant retail operations, a large number of our employees (approximately 49%) 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 2025) and all cash bonuses and incentive pay. The annual total compensation of our median employee as of January 31, 2026 was $20,314. 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 204:1.
PAY VERSUS PERFORMANCE
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 2025, 2024, 2023, 2022, and 2021.
PAY VERSUS PERFORMANCE
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compensation Table Total for CEO (Sullivan) (1) | Summary Compensation Table Total for CEO (Schmidt) (1) | Compensation Actually Paid to CEO (Sullivan) (2) | Compensation Actually Paid to CEO (Schmidt) (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net (Loss) Earnings ($ in thousands) | Adjusted Earnings Per Share (5) | | 2025 | N/A | $4,143,930 | N/A | $2,037,311 | $1,274,538 | $665,012 | $86.17 | $99.60 | $(9,877) | $0.61 | | 2024 | N/A | 8,296,239 | N/A | 2,499,698 | 2,638,030 | 1,775,539 | 114.03 | 143.46 | 106,097 | 3.30 | | 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 |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported are the amounts of total compensation reported for our CEO in the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (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) the year-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. |
PAY VERSUS PERFORMANCE
| 2026 CALERES PROXY STATEMENT | 75 |
PAY VERSUS PERFORMANCE
| | CEO | | | | | | Non-CEO NEO Average | | | | | | | 2025 | 2024 | 2023 | 2022 | | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | | | | | Sullivan | Schmidt | | | | | | | | Summary Compensation Table Total | $4,143,930 | $8,296,239 | $7,804,523 | $13,762,193 | $4,618,166 | $10,196,791 | $1,274,538 | $2,638,030 | $3,519,675 | $2,108,075 | $2,013,911 | | Less: Reported Fair Value of Equity Awards | (2,500,016) | (5,250,049) | (4,000,038) | (6,828,768) | (2,460,012) | (5,054,175) | (316,179) | (675,519) | (701,507) | (512,945) | (373,323) | | Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | 1,778,242 | 2,344,297 | 5,526,003 | 8,849,186 | 3,023,041 | 8,885,800 | 165,005 | 301,639 | 969,124 | 360,884 | 792,417 | | 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 | (297,954) | (106,910) | 133,395 | (400,208) | (106,983) | 581,300 | (38,504) | 436,547 | (105,723) | 3,390 | 86,490 | | Add: Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (871,216) | (2,364,681) | 745,726 | 1,116,900 | 249,390 | 2,556,378 | (43,239) | (893,802) | 758,607 | 40,324 | 481,189 | | 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) | (313,361) | – | – | (282,442) | (151,100) | | Less: Change in Pension Value Reported in the Summary Compensation Table | (435,277) | (608,736) | (611,206) | (1,858,607) | (141,333) | (199,479) | (78,186) | (60,331) | (77,712) | (53,367) | (75,714) | | Add: Pension Service Cost for Services Rendered during the Year | 219,601 | 189,538 | 154,783 | 313,488 | 151,622 | 285,073 | 14,938 | 28,974 | 48,579 | 28,209 | 57,226 | | Compensation Actually Paid | $2,037,311 | $2,499,698 | $9,753,186 | $13,759,794 | $5,068,471 | $15,891,788 | $665,012 | $1,775,539 | $4,411,043 | $1,774,564 | $2,831,096 |
PAY VERSUS PERFORMANCE
| (3) Fiscal year 2025 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 2024 – Mr. Calandra, Ms. Sullivan, Mr. Edwards and Mr. Friedman; 2023 – Mr. Calandra, Ms. Sullivan, Mr. Edwards and Mr. Friedman; 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; and Fiscal year 2021 — Mr. Schmidt, Mr. Hannah, Mr. Edwards and Mr. Friedman. |
PAY VERSUS PERFORMANCE
| (4) Peer group reflects the same peer companies used in the performance graph in the Form 10-K as required under Item 201(e)(1)(ii). |
PAY VERSUS PERFORMANCE
| (5) Refer to Annex 1 for a reconciliation of GAAP earnings per share to adjusted earnings per share. |