DEF 14A of Shoe Station Group Inc
Filed Apr 29, 2026 · FY20250001193125-26-191497
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominee and Director Information
Nominee and Director Information Our Board currently consists of six members, divided into three classes, and generally, each director holds office for a three-year term expiring at the annual meeting of shareholders held in the year that is three years after the director’s election and thereafter until his or her successor is elected and qualified. At the annual meeting, our shareholders will be asked to elect two directors. Diane E. Randolph and J. Wayne Weaver have been nominated by the Board, upon the recommendation of the Nominating Committee, for election as directors for a term to expire at the 2029 annual meeting of shareholders and until their successors are elected and have qualified. Ms. Randolph has served as a director since 2021 and serves on the Audit Committee, Compensation Committee, and Nominating Committee. Mr. Weaver has served as a director since 1988 and is Chairman of the Board. To be elected, a director nominee must receive the affirmative vote of a majority of the votes cast, which means that the number of shares voted “for” the director’s election must exceed the number of shares voted “against” the director’s election. This majority vote standard is in effect because this is an uncontested election (i.e., the number of nominees for director does not exceed the number of directors to be elected as of the record date of the annual meeting). For any contested election, the director would be elected by a plurality of the votes cast by the shares entitled to vote on the election of directors. If a director nominee who is serving as a director is not elected at the annual meeting, under Indiana law the director would continue to serve on the Board as a “holdover director.” However, under our by-laws, any incumbent director who fails to be elected must immediately tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating Committee would then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board, taking into account the recommendation of the Nominating Committee, would determine the appropriate responsive action with respect to the tendered resignation. The director who tenders his or her resignation may not participate in the Board’s decision. If a nominee who was not already serving as a director is not elected at the annual meeting, under Indiana law that nominee would not become a director and would not serve on the Board as a “holdover director.” The nominees for election as directors at the annual meeting are currently serving on the Board. The Nominating Committee is responsible for recommending to the Board the director nominees that collectively have the complementary experience, qualifications, skills and attributes to guide us and function effectively as a Board. Each nominee for election as a director is selected based on his or her experience, judgment, integrity, ability to make independent inquiries, an understanding of our business environment and a willingness to devote adequate time to Board duties. The Nominating Committee’s general view is to re-nominate an incumbent director who continues to satisfy the criteria for membership on the Board, continues to make important contributions to the Board and consents to continue his or her service on the Board. However, as the Board and Nominating Committee continue to assess the long-term succession planning of the Board and its collective skill set, incumbent directors may not be re-nominated in future years and the size of the Board is subject to change. Over the recent years, several board members have transitioned from our Board, creating space for new directors whose backgrounds and areas of expertise have broadened the collective skill set and perspectives of our Board. With our recent CEO transition, we have reduced the size of the Board to six members for the immediate future. Our Board continues to seek qualified candidates with diverse skills, experiences, and backgrounds to add to the Board as part of its long-term succession plan. Set forth below are the current nominees for director as well as our other current continuing directors and information regarding each person’s service as a director, business experience, director positions held currently or at any time in the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to recommend the director nominees and to determine that the continuing directors should serve as members of our Board. Unless otherwise indicated, the principal occupation of each director has been the same for the last five years. There is no family relationship between any of our directors or executive officers.
Nominee and Director Information
| NOMINEES FOR DIRECTOR |
Nominee and Director Information
| Diane E. Randolph | | Ms. Randolph served as the Chief Information Officer of U.S. beauty retailer, Ulta Beauty, Inc. (“Ulta”) from 2014 to 2020. Prior to Ulta, Ms. Randolph served as the Chief Information Officer of Reitmans (Canada) Limited, a Canadian specialty apparel retailer, from 2008 to 2014. In August 2023, Ms. Randolph was appointed to the Board of Directors of Dollar Tree, Inc., a Fortune 200 retailer, and serves on its Audit Committee and Finance Committee. In March 2025, Ms. Randolph was appointed to the Board of Directors of WorkJam, Inc., a nonpublic company that delivers digital frontline workplace technology and in January 2024, Ms. Randolph was appointed to the Board of Directors of XCCommerce, Inc., a private company that provides innovative promotion management solutions to the retail industry. Ms. Randolph served on the Board of Directors of Flexe, Inc., a venture-backed, nonpublic company that delivers technology-powered, omnichannel logistics programs, from 2022 to 2026 and currently serves in an advisory role. Ms. Randolph has also served on the Executive Committee of the National Retail Federation CIO Council and on the Advisory Council of Chicago CIOs and was a board member of Core-Mark Holding Company, Inc. from January 2020 to September 2021 when it was acquired. | | Mr. Randolph’s areas of relevant experience include retail sector information technology, cybersecurity, risk management, supply chain, and human resources. | | Term: Director nominee for a three-year term to expire at the annual meeting of shareholders in 2029 | | Director since: 2021 | | Age: 71 |
Nominee and Director Information
| J. Wayne Weaver | | Mr. Weaver has served as Chairman of our Board since March 1988. From 1993 until January 2012 when the franchise was sold, Mr. Weaver served as Chairman and Chief Executive Officer of the Jacksonville Jaguars, LTD, a professional football franchise. From 1978 until February 1993, Mr. Weaver's principal occupation was as President and Chief Executive Officer of Nine West Group, Inc., a designer, developer and marketer of women’s footwear. Mr. Weaver previously served two terms as a director of Stein Mart, Inc., a publicly traded chain of off-price retail stores, from June 2014 until March 2016 and from November 2000 until April 2008. | | Mr. Weaver's areas of relevant experience include strategic planning, marketing/branding, economic indicators and issues, and industry trends. | | Term: Director nominee for a three-year term to expire at the annual meeting of shareholders in 2029 | | Director since: 1988 | | Age: 91 |
Nominee and Director Information
The Board recommends a vote FOR each of the director nominees listed above.
Nominee and Director Information
| DIRECTORS CONTINUING IN OFFICE |
Nominee and Director Information
| Charles B. Tomm | | Mr. Tomm has served as Chairman & Chief Executive Officer of Pablo River Partners, an investor in the retail automotive industry, since 2017. Previously, he was President & CEO of Brumos Automotive (Mercedes-Benz, Porsche and Lexus) from January 2009 until its sale in 2016. He entered the retail automotive business in 1994 as Vice President, Chief Financial Officer and General Counsel of Coggin Automotive, becoming President & Chief Operating Officer in 1997. After a 1998 merger with Asbury Automotive Group, Inc. (“Asbury”) and a subsequent merger with Courtesy Automotive, Mr. Tomm became President and CEO of Coggin/Courtesy AutoGroup, with 27 dealerships and $1.7 billion in revenue. He served as a director of Asbury (ABG, NYSE) from 2000-2002 and 2005-2007. Prior to entering the retail automotive industry, he was Executive Vice President & COO of PIE Nationwide Inc. (trucking), an investment banker, Deputy General Counsel of Schlumberger Ltd. (SLB, NYSE; oilfield services), Vice President & General Counsel of Arkansas Best Corporation (ARCB, NASDAQ; trucking - now ArcBest Corporation), an adjunct professor of law at the University of Arkansas and in the private practice of law with Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP) in New York City. He is an emeritus trustee of Washington & Lee University and of Mayo Clinic, and was a lacrosse coach for twelve years at The Bolles School. From 1968 until 1972, Mr. Tomm served on the Navy’s only troop-carrying submarine as a diver and officer, and he served in the active reserves from 1972 until 1975, earning the Submarine Warfare Insignia (dolphins) and the Navy Achievement, Viet Nam Service, Viet Nam Campaign and National Defense Medals. | | Mr. Tomm’s areas of relevant experience include strategic planning, corporate governance and leadership, corporate finance, capital markets, financial reporting, risk management and mergers and acquisitions. | | Term: Director with term expiring at the annual meeting of shareholders in 2027 | | Director since: 2017 | | Age: 80 |
Nominee and Director Information
| James A. Aschleman | | Mr. Aschleman retired from the law firm Baker & Daniels LLP (now Faegre Drinker Biddle & Reath LLP) in December 2011. As a partner in the firm since 1976, Mr. Aschleman advised public and private companies on a wide range of issues, including corporate governance, executive compensation, mergers and acquisitions and compliance with SEC rules and regulations. Additionally, Mr. Aschleman previously served on our Board from 2001 until 2006 and has extensive knowledge of our operations. | | Mr. Aschleman’s areas of relevant experience include strategic planning, capital markets and corporate finance, corporate governance and legal and regulatory analysis. | | Term: Director with term expiring at the annual meeting of shareholders in 2028 | | Director since: 2012 | | Age: 81 |
Nominee and Director Information
| Andrea R. Guthrie | | Ms. Guthrie has served as the Chief Strategy Officer at Kiln Holdings, Inc., a provider of flexible office and lifestyle spaces in the western United States, since October 2021. From 2015 to July 2023, she also led Gyde Travel, LLC, an online travel technology business, which she co-founded in 2015. From August 2009 to January 2014, Ms. Guthrie served as Senior Vice President, Strategic New Businesses at Claire’s Stores, Inc., one of the world’s leading specialty retailers of fashionable jewelry and accessories for young women, teens, tweens, and kids. Prior to that, Ms. Guthrie was a Principal at The Boston Consulting Group, where she led client projects and addressed strategic and operational issues, with a particular emphasis on the retail and consumer industries, from January 2002 to August 2009. She held merchandising roles with A|X Armani Exchange and Saks Fifth Avenue from 1993 to 1999. | | Ms. Guthrie’s areas of relevant experience include strategic planning, e-commerce, consumer insights and market research, loyalty/CRM, competitive analysis, financial modeling and analytics, market analysis and mergers and acquisitions. | | Term: Director with term expiring at the annual meeting of shareholders in 2028 | | Director since: 2015 | | Age: 54 |
Nominee and Director Information
| Clifton E. Sifford | | Mr. Sifford has served as our Vice Chairman of the Board since October 2021 and as our Interim President and Chief Executive Officer since February 24, 2026. From September 2019 to September 2021, Mr. Sifford served as our Vice Chairman of the Board and Chief Executive Officer. Mr. Sifford also served as our President and Chief Executive Officer from October 2012 to September 2019. Mr. Sifford served as our Chief Merchandising Officer from October 2012 to March 2016. From June 2001 to October 2012, Mr. Sifford served as our Executive Vice President – General Merchandise Manager and from April 1997 to June 2001, Mr. Sifford served as our Senior Vice President – General Merchandise Manager. | | Mr. Sifford, as our Vice Chairman and Interim President and Chief Executive Officer, brings to the Board an in-depth knowledge of our Company and the retail industry. Mr. Sifford’s areas of relevant experience include detailed knowledge and experience in executive leadership and retail merchandising, encompassing merchandise procurement, building brand awareness, proprietary brand development and consumer behavior. | | Term: Director with term expiring at the annual meeting of shareholders in 2028 | | Director since: 2012 | | Age: 72 |
INFORMATION REGARDING THE BOARD OF
INFORMATION REGARDING THE BOARD OF
Compensation Discussion and Analysis
| What We Do | What We Do Not Do | | • Long-term equity-based awards granted to our Executives are weighted toward performance-based stock units (“PSUs”). | • Our Executives’ employment contracts do not provide for excise tax gross-ups upon a change in control and do not guarantee salary increases, bonuses or awards of equity-based compensation. | | • Both our annual cash incentive plan and our PSUs include performance thresholds and payout caps. | • Our directors and Executives are prohibited from hedging and pledging our stock. | | • Our PSUs only vest following a change in control if employment is terminated without cause or for good reason (“double trigger”). | • Our Executives receive limited perquisites. | | • Our directors and executive officers are subject to stock ownership requirements. | • There is no guaranteed return or above-market return on compensation that has been deferred. | | • Our compensation recovery (clawback) policy for each Executives’ incentive compensation applies to both accounting restatements due to material noncompliance with financial reporting requirements, as well as fraud and intentional misconduct. | • The Amended and Restated Shoe Carnival, Inc. 2017 Equity Incentive Plan (the “2017 Equity Plan”) does not provide for automatic grants, automatic replenishment, or recycling of awards used to satisfy Executive tax withholding obligations. | | • The Committee has the discretion to lower performance-based awards when it determines that such adjustments would be in the best interests of the Company and our shareholders. | • We have not granted stock options since 2008, and no dividends are paid on RSUs or PSUs until they vest. | | • Compensation decisions for the CEO and other Executives are subject to the review and approval of the Compensation Committee, comprised of independent directors and advised by its selected independent advisors. | • We do not provide any pension benefits. |
Compensation Discussion and Analysis
Since the acquisition of Shoe Station in Fiscal 2021, we have been evaluating customer analytics and market data and developed strategies to expand the Shoe Station banner. In light of the divergent Net Sales trends between Shoe Station and the broader family footwear sales channel, including Shoe Carnival, over the past several years, we announced plans to operate a greater portion of our store base under our Shoe Station banner. As part of this strategy, a 10-store in-market test was completed during Fiscal 2024, pursuant to which certain underperforming Shoe Carnival stores were closed, and new Shoe Station stores were opened in those markets. During Fiscal 2025, we scaled up and rebannered 101 stores, consisting of 73 Shoe Carnival stores and all 28 Rogan’s stores acquired in Fiscal 2024. At the end of Fiscal 2025, Shoe Station stores represented approximately 34% of our total store fleet, compared to approximately 10% at the end of Fiscal 2024. In evaluating the performance of the 101 rebannered stores, particularly Net Sales in the second-half of Fiscal 2025, we observed that, while Shoe Station’s e-commerce results have been a meaningful contributor to banner-level sales growth, demonstrating strong consumer response to the Shoe Station brand and assortment online, there was significant variability in in-store sales performance across rebannered locations, with some stores performing well and others not achieving anticipated results. As a result, we made the strategic decision to slow the pace of store rebanners in Fiscal 2026 from our previously announced timelines to allow time to identify which consumer demographics are responding most favorably to the Shoe Station format, to determine which marketing channels are most effective in driving new customer acquisition, and to refine product mix in rebannered stores to improve in-store conversion. We now expect to rebanner approximately 21 stores during the first half of Fiscal 2026 while this evaluation is conducted. In Fiscal 2025, our Net Sales declined 5.6% compared to Fiscal 2024, primarily due to a 7.7% decline in Net Sales at our Shoe Carnival banner as we maintained pricing discipline despite pressure on lower-income consumers and reduced promotional marketing. In contrast, our Shoe Station banner achieved Net Sales growth of 2.7% in Fiscal 2025 compared to Fiscal 2024, driven by our rebanner strategy, including omnichannel growth. We achieved a Gross Profit margin of 36.6% in Fiscal 2025, up 100 basis points from Fiscal 2024 and above 35% for the fifth consecutive year. This increase included a 180 basis point increase in our merchandise margin, driven by disciplined pricing across all banners, a favorable mix shift toward Shoe Station’s higher income customers and deliberate inventory management decisions made in anticipation of tariff cost increases. This increase was reduced by 80 basis points from buying, distribution and occupancy costs primarily due to deleverage on lower Net Sales. Our Operating Income declined $24.4 million in Fiscal 2025 compared to Fiscal 2024, and our Fiscal 2025 Net Income was $52.3 million, or $1.90 per diluted share, compared to $73.8 million, or $2.68 per diluted share, in Fiscal 2024. We estimate that our Operating Income and Net Income in Fiscal 2025 declined by approximately $24.1 million, or $0.66 per diluted share, compared to Fiscal 2024 as a result of rebanner-related investment due to lost sales during a four-to-six-week store closure period through each store’s grand opening, store closing costs and asset write-offs, additional depreciation of new store construction costs, customer acquisition costs and other costs. The decline in Net Income per Diluted Share was also impacted by certain tax credits and other benefits associated with the Rogan’s acquisition that totaled $0.19 in Fiscal 2024 and did not recur in Fiscal 2025. Our Net Income per Diluted Share otherwise increased $0.07 year over year before the impact of these prior year Rogan’s acquisition related benefits and Fiscal 2025 rebanner investments. Our Fiscal 2025 financial results, along with our financial results from Fiscal 2024 and our rebanner strategy, are more fully described in Item 1, “Business” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. Compensation Philosophy and Objectives of the Overall Compensation Program The Committee is responsible for establishing our compensation philosophy and strategies and has overall responsibility for approving and evaluating our executive compensation plans, policies and programs. Regarding most compensation matters, including Executive compensation, our Chief Executive Officer provides recommendations to the Committee. However, the Committee is solely responsible for setting Executive compensation and does not delegate this function. Our compensation philosophy is to closely align the interests of our Executives with the interests of our shareholders. To accomplish this, we enact programs to attract, retain and motivate the finest talent possible at all levels of the organization. Our compensation programs are designed to reward our Executives for the achievement of short-term and long-term strategic and operational goals and the attainment of increased total shareholder return. We strive for our compensation program to be competitive, treat all employees fairly, consider the appropriate proportions of rewarding management and shareholders, and balance the perception of other stakeholders regarding the competitiveness and reasonableness of our Executive compensation. The Committee does not have a specific policy for the allocation of compensation between short-term and long-term components or cash and equity-based compensation or a specific competitive pay positioning percentile. Our compensation programs emphasize financial stability and liquidity while maintaining a focus on our core operating results and top-line growth. Our compensation programs have the following characteristics: Each individual’s compensation is based on the level of job responsibility, the individual’s level of performance and the Company’s overall performance. As employees assume greater responsibility, a larger portion of their total compensation should be “at risk” incentive compensation (both annual and long-term), subject to corporate and individual performance metrics. • A combination of short-term compensation in the form of base salaries and annual cash incentives and long-term equity-based compensation in the form of PSUs and service-based RSUs are utilized to provide incentives to Executives to create shareholder value through the attainment of both short-term and long-term goals. • Compensation takes into consideration the value of similar jobs in the marketplace. To retain a highly skilled workforce, our goal is to be competitive with the compensation paid by those with whom we compete for talent. The Committee, along with management, recognizes that the challenges faced by a retail organization require compensation programs to remain flexible to meet prevailing market conditions for key management roles. Determination of appropriate compensation for our Executives is subjective because the Committee does not believe that a purely formula-driven approach to compensation can adequately take into account all of the various aspects that will lead to our long-term success. We believe our management team continues to be driven to a higher level of performance by the pay-for-performance compensation philosophy embedded in our compensation programs. Determination of Compensation Amounts
Compensation Discussion and Analysis
In December 2024, the Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to serve as its independent compensation consultant. Meridian advised the Committee with respect to the peer group utilized in setting Executive compensation for Fiscal 2025 and the design and structure of our annual cash incentive program and our long-term equity-based incentive compensation program, including a comparison of such programs to companies in our peer group. Meridian also advised the Committee with respect to Executive pay levels and practices relative to market practices and reviewed pay recommendations for our Executives. In setting Fiscal 2025 compensation, the Committee also reviewed tally sheets for each Executive and other compensation information specific to each Executive. Although the Committee reviewed the compensation data of the peer group companies in setting Fiscal 2025 compensation, it did not rely solely on the peer group data in developing Fiscal 2025 compensation decisions. With the assistance of Meridian, the Committee approved the following peer group for Fiscal 2025. This was the same peer group used in Fiscal 2024, with the exception of removing Hibbett, Inc., which is no longer a public company:
Compensation Discussion and Analysis
| Fiscal 2025 Peer Companies | | | Boot Barn Holdings, Inc. | Designer Brands Inc. | | The Buckle, Inc. | Genesco Inc. | | Caleres, Inc. | Oxford Industries, Inc. | | Carter's Inc. | Steven Madden, Ltd. | | The Cato Corporation | Tilly's, Inc. | | Citi Trends, Inc. | Wolverine World Wide, Inc. | | Crocs, Inc. | Zumiez Inc. |
Compensation Discussion and Analysis
(1) Mr. Jackson’s base salary as shown in the Summary Compensation Table reflects his base salary of $400,000 from June 6, 2025 to September 27, 2025 while he served as our Senior Vice President of New Business Development and the increase in his base salary to $565,000 that was approved by the Committee in connection with his assumption of the Executive Vice President – Chief Financial Officer role and was effective from September 28, 2025 through the end Fiscal 2025. (2) Mr. Chilton’s annual base salary was increased to reflect his promotion to Senior Executive Vice President and increase in responsibilities and to align with peer group data. (3) Ms. Gordon’s annual base salary was increased to $500,000 in connection with her promotion to Executive Vice President and Chief Merchandising Officer and was effective as of April 6, 2025. Annual Cash Incentives under the EICP The EICP is a performance-based cash incentive program, which is designed to reward members of our management team, including our Executives, for meeting financial goals. Performance targets may be based on one or more specified business criteria and performance periods may be for one or more full fiscal years or for a spring or fall season. On March 12, 2025, the Committee established the performance criteria and targets for a cash bonus that all officers, including the Executives, could earn under the EICP based on our operating income for Fiscal 2025, calculated in accordance with U.S. generally accepted accounting principles (“Operating Income”). At that time, the Committee also established the threshold, target and maximum performance levels, with payout for performance between threshold and target and between target and maximum Operating Income to be interpolated. The Operating Income business criteria was first selected by the Committee in 2017, and after considering our current business strategy, the Committee determined that using Operating Income remained appropriate for evaluating our performance for Fiscal 2025. When setting the threshold, target and maximum performance levels, the Committee utilized financial projections prepared by management. These projections incorporated various assumptions related to our rebanner strategy, Rogan's planned operating results in its first full year of ownership, comparable store sales, gross profit, new store openings, store closings and selling, general and administrative expense levels. These projections also incorporated known risk factors inherent with the economic retail climate and reflected both the challenges and opportunities facing the Company, including the economic conditions impacting the financial health of our customer base. Given these projections, risks and uncertainties, and in particular taking into account the planned expenditures related to our rebanner strategy and the expected impact on our Fiscal 2025 Operating Income, the Committee determined that the target Operating Income for Fiscal 2025 should be set at approximately 77% of our Fiscal 2024 Operating Income, or $70.114 million. Upon the attainment of target Operating Income for Fiscal 2025, each Executive would earn the target bonus. Consistent with recommendations received from Meridian, the Committee approved EICP threshold, target and maximum incentive opportunities to provide additional focus on driving annual Operating Income results, as follows: • The payout percentages as a percentage of base salary at threshold, target, and maximum performance levels were set at 31.25%, 125%, and 218.75%, respectively, for Mr. Worden, unchanged from Fiscal 2024. • Mr. Jackson’s payout percentages were pro-rated as a result of his promotion to Executive Vice President – Chief Financial Officer in September 2025. For the portion of Fiscal 2025 that Mr. Jackson served as our Executive Vice President – Chief Financial Officer, his target payout percentage was 75%, his threshold payout percentage was 18.75%, and his maximum payout percentage was 131.25%, consistent with the payout percentages established for Ms. Gordon on March 12, 2025. For the portion of Fiscal 2025 prior to his promotion, his target payout percentage was 50%, his threshold payout percentage was 12.5%, and his maximum payout percentage was 87.5%. • Mr. Chilton’s bonus opportunity increased to 85% at target performance, 21.25% at threshold performance, and 148.75% at maximum performance, reflective of his increased responsibilities as a Senior Executive Vice President and to provide additional focus on driving annual Operating Income performance. • Ms. Gordon’s bonus opportunity increased to 75% at target performance, 18.75% at threshold performance and 131.25% at maximum performance to reflect her promotion to Executive Vice President – Chief Merchandising Officer and the increased responsibilities associated with that role. The threshold Operating Income goal was set at approximately 90% of the target performance goal. The maximum Operating Income goal was set at 110% of the target performance goal. The following table sets forth the percentage of salary each Executive could earn based upon the attainment of the various levels of Operating Income in Fiscal 2025, and the resulting EICP payout.
Compensation Discussion and Analysis
| | EICP Opportunity as % of Salary | | | Operating Income Goals ($ in millions) | | | | EICP Payout | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Actual | % of Salary | $000s | | Mark J. Worden | 31.25% | 125.0% | 218.75% | $63.103 | $70.114 | $77.125 | $66.758 | N/A (1) | N/A (1) | | W. Kerry Jackson | 16.32% | 65.3% | 114.27% | | | | | 41.9% | $132,722 | | Marc A. Chilton | 21.25% | 85.0% | 148.75% | (90% of | | (110% of | (94.6% of | 54.5% | $340,527 | | Tanya E. Gordon | 18.75% | 75.0% | 131.25% | Target) | | Target) | Target) | 48.1% | $240,372 |
Compensation Discussion and Analysis
Mr. Worden was not entitled to an EICP payout for Fiscal 2025 under the terms of the EICP, as he was not employed on the payment date. However, the EICP payout that Mr. Worden would have otherwise earned totaling $850,036, or 80.1% of his Fiscal 2025 annual base salary, was paid to him in April 2026 as severance pursuant to the terms of his amended and restated employment and noncompetition agreement and will be included in his Fiscal 2026 compensation. Additional Bonuses No discretionary bonuses were awarded by the Committee to Executives during Fiscal 2025. Long-Term Equity-Based Incentives under the 2017 Equity Plan Equity compensation is an important element in the overall compensation of our Executives and other key employees. These awards vest over time and/or upon the achievement of performance goals, supporting executive retention while motivating leaders to navigate challenging periods and drive long-term performance improvement. Since June 2017, long-term equity-based incentive awards have been granted to our Executives pursuant to the 2017 Equity Plan, at the discretion of the Committee. On March 12, 2025, the Committee granted a combination of PSUs and service-based RSUs as equity-based incentive compensation to members of our management, including Mr. Worden, Mr. Chilton and Ms. Gordon. In furtherance of Executive attraction and retention goals and consistent with recommendations from Meridian, for Fiscal 2025 the Committee continued with the mix of long-term equity awards, vesting periods and payout opportunities utilized in Fiscal 2024. The Committee determined that approximately 60% of the total grant date fair value of the Fiscal 2025 equity awards granted to the Executives, at the target level of performance, would be PSUs and approximately 40% would be service-based RSUs. The Committee determined that the equity grant mix created an appropriate, market-competitive balance between aligning executive rewards with long-term shareholder value creation and promoting Executive retention in a very competitive and highly volatile market. When Mr. Jackson was appointed our Executive Vice President – Chief Financial Officer, he was awarded a one-time grant of 20,000 service-based RSUs on September 29, 2025 that vest in full on the third anniversary of the grant date, provided that he maintains continuous service with us through such vesting date. This RSU grant was in recognition of Mr. Jackson’s increased responsibilities, for retention purposes and to ensure continuity in the Chief Financial Officer role, and in recognition of the RSUs that he had forfeited upon his retirement in 2023. Mr. Jackson was not granted any other equity awards in Fiscal 2025. The target number of PSUs and the service-based RSUs granted to our Executives for Fiscal 2025 were as follows:
Compensation Discussion and Analysis
| Name | Target Number of PSUs | Number of Service- Based RSUs | | Mark J. Worden | 77,944 | 51,962 | | W. Kerry Jackson | – | 20,000 | | Marc A. Chilton | 19,898 | 13,265 | | Tanya E. Gordon | 13,469 | 8,980 |
Compensation Discussion and Analysis
| | 2025 PSU Payout Schedule | | | | | | | Below | | | | FY 2025 | | | Threshold | Threshold | Target | Maximum | Actual | | FY 2025 EPS | < $1.79 | $1.79 | $1.99 | $2.19 | $1.90 | | % of Target | < 90% | 90% | 100% | 110% | 95.5% | | Payout (% of Target Number of PSUs) | 0% | 25% | 100% | 175% | 66.3% |
Compensation Discussion and Analysis
As a result of Mr. Worden’s separation from the Company on February 24, 2026, which was before the determination date for the PSUs granted in Fiscal 2025, the PSUs that were granted to him in Fiscal 2025 were forfeited in accordance with their terms. RSUs Granted in Fiscal 2025 The service-based RSUs granted on March 12, 2025 vest one-half on March 31, 2027 and one-half on March 31, 2028, provided that the Executive maintains continuous service with us through such dates. This vesting period, which is consistent with the vesting period utilized in Fiscal 2024, was utilized to further strengthen retention and to align with the peer group data. As discussed above, when Mr. Jackson was appointed our Executive Vice President – Chief Financial Officer, he was awarded a one-time grant of 20,000 service-based RSUs on September 29, 2025 that vest in full on September 29, 2028, provided that he maintains continuous service with us through such vesting date. RSUs granted to our Executives, including those granted in Fiscal 2025, provide for accelerated vesting of such awards upon a change in control. The Committee determined at that a single trigger solely for the RSUs (and not the PSUs) and solely for our Executives (and not our other officers who received RSUs) appropriately balanced both shareholder interests and the interests of our Executives, as the RSUs comprise a smaller portion of each Executive’s long-term equity-based incentives and total target compensation, but provide the Executive protection following a change in control if there are subsequent changes in his or her total compensation, level of responsibility and/or work location. Other Benefits We provide the Executives with health and welfare programs, a 401(k) retirement plan and employee benefit plans, programs and arrangements generally available to all employees. We also provide the Executives, along with our other officers, other executive benefit programs and perquisites in order to provide a competitive executive compensation program and to foster executive retention, including an executive life insurance program, an executive long-term disability program, additional medical benefits and a nonqualified deferred compensation plan. In addition, we provide for an automobile allowance for certain Executives and our former Chief Executive Officer was eligible for limited personal utilization of the Company-provided aircraft in Fiscal 2025. These other executive benefit programs and perquisites were not changed from Fiscal 2024. Details of our perquisites are contained in footnote 5 to the Summary Compensation Table. Compensation Decisions Impacting Patrick C. Edwards, our Former Senior Vice President – Chief Financial Officer, Treasurer and Secretary and our current Senior Vice President – Controller and Treasurer On March 12, 2025, the Committee approved a 6.25% increase in Mr. Edwards’ annual base salary to $425,000 to reflect his increased responsibilities as Chief Financial Officer and to better align with the peer group data. This base salary was effective until December 8, 2025, when his annual base salary was reduced to $325,000 upon becoming our Senior Vice President – Controller and Treasurer. Mr. Edwards participated in the EICP for the entire Fiscal 2025, with his bonus opportunity set at 75% of his base salary for target performance, 18.75% for threshold performance, and 131.25% for maximum performance, consistent with Ms. Gordon. Mr. Edwards earned an EICP payout of 48.1% of his base salary earned in Fiscal 2025, or $197,052. On March 12, 2025, the Committee granted Mr. Edwards 11,449 PSUs and 7,633 service-based RSUs as equity-based incentive compensation. The terms of Mr. Edwards’ awards are the same as those of the other Executives that were granted awards on that date. Also, consistent with the other Executives, 66.3% of the PSUs granted to him were earned and vest on March 31, 2028, subject to his continued service with us through such date. Compensation Decisions Impacting J. Wayne Weaver, our Chairman of the Board In determining Mr. Weaver’s compensation for Fiscal 2025, the Committee reviewed peer group data on executive Chairman compensation that had been prepared by Meridian, including both the amount and the type of compensation payable. The Committee determined that for his service as Chairman in Fiscal 2025, Mr. Weaver’s annual compensation would be increased from $300,000 to $400,000, with $300,000 payable in cash and $100,000 payable in shares of stock to be granted under the 2017 Equity Plan on the date of the Company’s annual meeting of shareholders and which would be fully vested upon grant. Decisions Regarding our Executive Compensation Programs for Fiscal 2026 The Committee reengaged Meridian to serve as its independent compensation consultant for Fiscal 2026. Meridian advised the Committee with respect to the design and structure of our annual cash incentive program and our long-term equity-based incentive compensation program, including a comparison of such programs to companies in the peer group. On March 3, 2026, the Committee approved our Executive compensation for Fiscal 2026 after taking into consideration Meridian’s advice and recommendations. Changes made to our compensation programs for Fiscal 2026 include the following: Base salary increases for the Executives were as follows: 3.5% for Mr. Jackson; 3.0% for Mr. Chilton and 12.0% for Ms. Gordon. Ms. Gordon’s base salary increase was to reflect her increased responsibilities and to align with market and peer group data. • The performance metric utilized for the EICP for Fiscal 2026 was changed from GAAP Operating Income to Adjusted Operating Income and the performance metric utilized for the PSUs granted in Fiscal 2026 was changed from GAAP EPS to Adjusted EPS. These changes were made to allow the Committee the flexibility to adjust for significant events that are unusual in nature or infrequently occurring, such as CEO transition costs. • In connection with his appointment as Interim President and Chief Executive Officer, commencing effective February 24, 2026 and continuing throughout the period he serves as Interim President and Chief Executive Officer and Vice Chairman of the Board of the Company, Mr. Sifford will: o Receive an annual base salary of $1,000,000; o Continue to receive an additional monthly stipend in the amount of $2,957; o Participate in our EICP for Fiscal 2026, with a bonus opportunity of 100% of his annual base salary at target performance, 25% at threshold performance, and 175% at maximum performance; and o Receive a monthly automobile allowance in the amount of $1,100. • On March 3, 2026, Mr. Sifford also received a one-time grant of 112,220 service-based RSUs to reflect the additional responsibilities he has assumed in the Interim President and Chief Executive Officer position, which RSUs will vest in full on March 31, 2027, provided that he maintains continuous service with us through such vesting date. Mr. Sifford did not receive any other equity awards for Fiscal 2026. Compensation Recovery Policy On June 19, 2023, the Board, based on the recommendation of the Committee, adopted an amended and restated policy providing for the recoupment of certain incentive compensation awarded to our current and former “officers,” as defined in Section 16a-1(f) of the Exchange Act, which includes our Executives. The policy was amended and restated to align with the Nasdaq Listing Rules with respect to compensation recovery policies that were finalized during 2023.
Compensation-Related Risk Assessment
Compensation-Related Risk Assessment In March 2026, our Compensation Committee reviewed our compensation policies and practices for all employees, including our Executives, and the risks that could arise from our compensation policies and practices. As part of the Compensation Committee’s review, it noted the following factors that reduce the likelihood of excessive risk-taking: Our overall compensation levels are competitive with the market. • There is a balanced mix of cash and equity and annual and longer-term incentive compensation. • While the performance criteria used under our EICP was GAAP Operating Income in Fiscal 2025 and prior years and will be Adjusted Operating Income in Fiscal 2026, the overall compensation of our Executives is not overly weighted toward this metric. • Our EICP has payouts at multiple levels of performance. The maximum bonus percentage payable under the EICP for Fiscal 2025 was also capped at a percentage of the Executive’s annualized base salary to protect against disproportionately large short-term incentives. • The Compensation Committee has the discretion to lower performance-based awards when it determines that such adjustments would be appropriate based on our interests and the interests of our shareholders. • We do not grant stock options. • The performance-based equity awards granted in Fiscal 2025 vested based on our attainment of a GAAP EPS target, and the performance-based equity awards granted in Fiscal 2026 will vest based on the attainment of an Adjusted EPS target, aligning the interests of our Executives with those of our shareholders. Our PSUs granted in Fiscal 2025 were, and Fiscal 2026 are, measured at multiple levels of performance. • Under our incentive compensation recovery policy, we will recoup excess incentive compensation received by our Executives in the event of an accounting restatement due to material noncompliance with any financial reporting requirements and may recoup incentive compensation awarded or paid to the Executive if the Executive has committed fraud or intentional misconduct resulting in a violation of law that has caused significant financial or reputational harm to the Company. • Stock ownership guidelines applicable to all non-employee directors and all executive officers further align interests with those of our shareholders. • Pursuant to our Corporate Governance Guidelines, our directors and executive officers are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. In addition, our directors and executive officers are prohibited from (a) purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities that such individual holds, directly or indirectly, whether or not such Company securities were acquired as part of such individual’s compensation; and (b) conducting short sales of Company securities. Some of our non-executive employees are eligible to receive bonuses and equity awards. With respect to the non-executive officer employees who receive bonus awards or performance-based equity awards, the performance criteria and targets are not unreasonable or clearly unattainable without excessive risk-taking. Based on these factors, the Compensation Committee believes that our compensation policies and practices encourage behaviors that are aligned with the Company’s long-term interests, and that any short-term incentives do not make up a significant portion of compensation and do not encourage our employees to take risks for short-term gain. As a result, the Compensation Committee determined that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Summary Compensation Table
Summary Compensation Table The following table sets forth a summary of the compensation paid by us for services rendered in all capacities to us by each of our Executives for Fiscal 2025 and, where applicable, Fiscal 2024 and Fiscal 2023.
Summary Compensation Table
| | Fiscal | | | | Non-Equity | All Other | | | | Year | | Bonus | Stock Awards | Incentive Plan | Compensation | | | Name and Principal Position | (1) | Salary (2) | | (3) | Compensation (4) | (5) | Total | | Mark J. Worden | 2025 | $1,060,900 | $– | $2,795,577 | $– | $201,870 | $4,058,347 | | Former President and Chief | 2024 | $1,030,000 | $– | $2,733,161 | $1,105,330 | $135,682 | $5,004,173 | | Executive Officer (6) | 2023 | $1,000,000 | $– | $2,124,843 | $– | $326,052 | $3,450,895 | | W. Kerry Jackson | 2025 | $317,102 | $– | $421,200 | $132,722 | $64,174 | $935,198 | | Executive Vice President | 2024 | $- | $– | $– | $– | $– | $– | | Chief Financial Officer and | 2023 | $189,538 | $– | $– | $– | $55,710 | $245,248 | | Secretary (7) | | | | | | | | | Marc A. Chilton | 2025 | $625,000 | $– | $713,668 | $340,527 | $272,683 | $1,951,878 | | Senior Executive Vice President | 2024 | $566,500 | $– | $653,587 | $364,759 | $69,673 | $1,654,519 | | Chief Operating Officer (8) | 2023 | $550,000 | $– | $508,119 | $– | $74,073 | $1,132,192 | | Tanya E. Gordon | 2025 | $481,334 | $– | $483,103 | $240,372 | $68,144 | $1,272,953 | | Executive Vice President | | | | | | | | | Chief Merchandising Officer (9) | | | | | | | | | J. Wayne Weaver | 2025 | $300,000 | $– | $100,018 | $– | $– | $400,018 | | Chairman of the Board | | | | | | | | | Patrick C. Edwards | 2025 | $409,890 | $– | $410,644 | $197,052 | $70,624 | $1,088,210 | | Senior Vice President | 2024 | $400,000 | $– | $387,655 | $171,702 | $31,352 | $990,709 | | Controller and Treasurer and | 2023 | $294,462 | $– | $168,121 | $– | $31,569 | $494,152 | | Former Senior Vice President, | | | | | | | | | Chief Financial Officer and | | | | | | | | | Treasurer (10) | | | | | | | |
Summary Compensation Table
| (1) Our fiscal year is a 52/53 week year ending on the Saturday closest to January 31. Fiscal 2025 and Fiscal 2024 were each 52-week years. Fiscal 2023 was a 53-week year. | | (2) For Mr. Jackson, his salary in Fiscal 2025 reflects a base salary of $400,000 for the period from June 8, 2025 (his rehire date) to September 27, 2025 and a base salary of $565,000 for the period from September 28, 2025 to January 31, 2026. In Fiscal 2023, his salary reflects a base salary of $640,000 until his May 8, 2023 retirement date. For Ms. Gordon, her salary in Fiscal 2025 reflects a base salary of $411,762 until April 6, 2025 (the date of her promotion) and a base salary of $500,000 for the period from April 6, 2025 to January 31, 2026. For Mr. Edwards, his salary in Fiscal 2025 reflects a base salary of $425,000 to December 6, 2025 and a base salary of $325,000 for the period from December 7, 2025 to January 31, 2026. His salary in Fiscal 2023 reflects a base salary of $260,000 until September 24, 2023 and a base salary of $366,000 for the period from September 25, 2023 to February 3, 2024. | | (3) Amounts reflect the aggregate grant date fair value of performance-based and service-based equity awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The grant date fair value of each performance-based award was computed based on the level of performance that was deemed probable on the grant date, which was the target level of performance for the PSUs in all years presented. The table below sets forth the grant date fair value of the service-based RSUs, or in the case of Mr. Weaver, common stock, granted in Fiscal 2025 and the PSUs granted in Fiscal 2025 at target performance and maximum performance. |
Summary Compensation Table
| | | PSUs | | | | Service-Based RSUs | | | | Name | and Common Stock | Target | Maximum | | Mark J. Worden | $1,118,222 | $1,677,355 | $2,935,371 | | W. Kerry Jackson | $421,200 | $- | $- | | Marc A. Chilton | $285,463 | $428,205 | $749,369 | | Tanya E. Gordon | $193,250 | $289,853 | $507,248 | | J. Wayne Weaver | $100,018 | $- | $- | | Patrick C. Edwards | $164,262 | $246,382 | $431,175 |
Summary Compensation Table
| Disclosure of the relevant assumptions related to the valuation of awards is provided in the Notes to Consolidated Financial Statements as contained in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. |
Summary Compensation Table
| (4) GAAP Operating Income achieved for Fiscal 2025 was $66.8 million, which was 94.6% of the target level of performance. As a result, the bonus paid to each Executive who participated in the EICP (other than Mr. Worden) was 41.9% of base salary for Mr. Jackson, 54.5% of base salary for Mr. Chilton, 48.1% of Ms. Gordon’s base salary that was effective on April 6, 2025 upon her promotion to an Executive, and 48.1% of base salary for Mr. Edwards. Mr. Worden was not entitled to an EICP payout for Fiscal 2025 under the terms of the EICP, as he was not employed on the payment date. However, the EICP payout that Mr. Worden would have otherwise received for Fiscal 2025 totaling $850,036, or 80.1% of his Fiscal 2025 annual base salary, was paid to him in April 2026 as severance pursuant to the terms of the Amended Worden Agreement and will be included in his Fiscal 2026 compensation. GAAP Operating Income achieved for Fiscal 2024 was $91.2 million, which was 99.1% of the target level of performance. As a result, the bonus paid to each Executive who participated in the EICP was 107.3% of base salary for Mr. Worden, 64.4% of base salary for Mr Chilton and 42.9% of base salary for Mr. Edwards. GAAP Operating Income achieved for Fiscal 2023 was $93.5 million, which was below threshold performance. As a result, no bonus was paid to any Executive under the EICP for Fiscal 2023. | | (5) We provide Executives with health and welfare programs, a 401(k) retirement plan, and employee benefit plans, programs and arrangements generally available to all employees. We also provide Executives with other executive benefit programs and perquisites. Perquisites and personal benefits received by certain Executives in Fiscal 2025 included: • An automobile allowance of $1,100 per month was paid to Mr. Worden and Mr. Chilton for 12 months, Mr. Edwards for 11 months and Ms. Gordon for 10 months. • Limited personal utilization of the Company-provided aircraft by our CEO, the value of which is based on the incremental cost of utilization. For Mr. Worden, the incremental cost for utilizing Company-provided aircraft totaled $83,265. • For Mr. Chilton, the cost to reimburse him for relocation costs incurred totaling $187,014, which included a tax gross-up of $84,811. For Mr. Jackson, the cost to reimburse him for relocation costs totaling $62,695, which included a tax gross-up of $28,432. The amounts in this column for Fiscal 2025 also include (a) matching contributions made by us under our 401(k) and deferred compensation plans; (b) reimbursements under our Executive medical plan; (c) premiums on the Executive’s life and long-term disability insurance; and (d) cash dividend equivalents subject to forfeiture that were paid to the Executive upon the vesting of PSUs and RSUs. These amounts are detailed in the following table: |
Summary Compensation Table
| | | | | | Long-term | | | | | Deferred | | Life | Disability | Cash Dividend | | | 401(k) | Compensation | Medical Plan | Insurance | Insurance | Equivalents on | | | Match | Plan Match | Reimbursements | Premiums | Premiums | PSUs and RSUs | | Mark J. Worden | $7,047 | $- | $7,902 | $415 | $900 | $89,141 | | W. Kerry Jackson | $- | $- | $1,004 | $175 | $300 | $- | | Marc A. Chilton | $7,076 | $25,438 | $17,051 | $415 | $900 | $21,589 | | Tanya E. Gordon | $7,142 | $22,345 | $11,402 | $415 | $900 | $14,940 | | J. Wayne Weaver | $- | $- | $- | $- | $- | $- | | Patrick C. Edwards | $6,894 | $23,852 | $18,412 | $415 | $900 | $8,051 |
Summary Compensation Table
| (6) Mr. Worden separated from the Company on February 24, 2026. | | (7) Mr. Jackson was promoted to Executive Vice President - Chief Financial Officer and Secretary effective September 28, 2025. Mr. Jackson originally retired from the Company on May 8, 2023 and rejoined the Company as our Senior Vice President, New Business Development in June 2025. | | (8) Mr. Chilton was promoted to Senior Executive Vice President - Chief Operating Officer effective February 20, 2025. | | (9) Ms. Gordon was promoted to Executive Vice President- Chief Merchandising Officer effective April 6,2025. | | (10) Mr. Edwards was promoted to Senior Vice President - Chief Financial Officer on September 24, 2023 and became our Senior Vice President – Controller and Treasurer in December 2025. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information with respect to the non-equity and equity grants of plan-based awards made during Fiscal 2025 to each Executive.
Grants of Plan-Based Awards
| | | | | | | | | All Other Stock | Grant Date | | | | Estimated Possible Payouts Under | | | Estimated Future Payouts Under | | | Awards: Number | Fair Value | | | | Non-Equity Incentive Plan Awards ($)(1) | | | Equity Incentive Plan Awards (2) | | | of Shares of | of Stock | | | Grant | | | | | | | Stock or | and Option | | Name | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards (6) | | Mark J. Worden | 03/12/25 | | | | 19,486 | 77,944 | 136,402 | | $1,677,355 | | | 03/12/25 | | | | | | | 51,962 (3) | $1,118,222 | | | | $331,531 | $1,326,125 | $2,320,719 | | | | | | | W. Kerry Jackson | 09/29/25 | | | | | | | 20,000 (4) | $421,200 | | | | $51,764 | $207,057 | $362,350 | | | | | | | Marc A. Chilton | 03/12/25 | | | | 4,975 | 19,898 | 34,822 | | $428,205 | | | 03/12/25 | | | | | | | 13,265 (3) | $285,463 | | | | $132,813 | $531,250 | $929,688 | | | | | | | Tanya E. Gordon | 03/12/25 | | | | 3,367 | 13,469 | 23,571 | | $289,853 | | | 03/12/25 | | | | | | | 8,980 (3) | $193,250 | | | | $93,750 | $375,000 | $656,250 | | | | | | | J. Wayne Weaver | 06/25/25 | | | | | | | 5,306 (5) | $100,018 | | Patrick C. Edwards | 03/12/25 | | | | 2,862 | 11,449 | 20,036 | | $246,382 | | | 03/12/25 | | | | | | | 7,633 (3) | $164,262 | | | | $76,854 | $307,418 | $537,981 | | | | | |
Grants of Plan-Based Awards
| (1) Represents the amount each Executive could have earned based upon the attainment of various target levels of GAAP Operating Income for Fiscal 2025 under the EICP. The material terms of the Executives’ bonus awards under the EICP are described in the section “Compensation Discussion and Analysis ― Compensation Program Components, Why Each Component is Chosen, How Each Component Relates to Our Compensation Philosophy and Objectives and Fiscal 2025 Outcomes ― Annual Cash Incentives under the EICP.” As a result, the bonus paid to each Executive who participated in the EICP (other than Mr. Worden) was 41.9% of base salary for Mr. Jackson, 54.5% of base salary for Mr. Chilton, 48.1% of Ms. Gordon’s base salary that was effective on April 6, 2025 upon her promotion to an Executive, and 48.1% of base salary for Mr. Edwards. Mr. Worden was not entitled to an EICP payout for Fiscal 2025 under the terms of the EICP, as he was not employed on the payment date. However, the EICP payout that Mr. Worden would have otherwise received totaling $850,036, or 80.1% of his Fiscal 2025 annual base salary, was paid to him in April 2026 as severance pursuant to the terms of the Amended Worden Agreement. | | (2) Represents PSUs granted to the Executives on March 12, 2025 under the 2017 Equity Plan. The material terms of these PSU grants are described in the section “Compensation Discussion and Analysis ― Compensation Program Components, Why Each Component is Chosen, How Each Component Relates to Our Compensation Philosophy and Objectives and Fiscal 2025 Outcomes ― Long-Term Equity-Based Incentives under the 2017 Equity Plan.” For Fiscal 2025, our Diluted Net Income per Share resulted in below target performance. As a result, the Executives, other than Mr. Worden, earned 66.3% of the target level of PSUs. These PSUs vest on March 31, 2028, subject to the Executive’s continuous service with us though such dates. Upon his separation from the Company, Mr. Worden forfeited these PSUs. | | (3) Represents service-based RSUs granted to the Executives on March 12, 2025 under the 2017 Equity Plan. The material terms of these RSU grants are described in the section “Compensation Discussion and Analysis ― Compensation Program Components, Why Each Component is Chosen, How Each Component Relates to Our Compensation Philosophy and Objectives and Fiscal 2025 Outcomes ― Long-Term Equity-Based Incentives under the 2017 Equity Plan.” One-half of these RSUs vest on March 31, 2027 and the remaining half vest on March 31, 2028. | | (4) Represents service-based RSUs granted to Mr. Jackson in connection with his promotion to Executive Vice President ― Chief Financial Officer under the 2017 Equity Plan. These awards will cliff vest on September 29, 2028, subject to his continuous service with us through such date. | | (5) Represents the number of shares of common stock granted to Mr. Weaver on June 25, 2025 as a portion of his annual compensation under the 2017 Equity Plan. These shares were fully vested upon grant. | | (6) The grant date fair value assigned to these awards was calculated in accordance with ASC 718, using the closing market price of our common stock on the grant date, which was $21.52 on March 12, 2025, $18.85 on June 25, 2025, and $21.06 on September 29, 2025. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information with respect to the outstanding equity awards for each Executive as of January 31, 2026, the last day of Fiscal 2025. Mr. Weaver had no outstanding equity awards as of January 31, 2026.
Outstanding Equity Awards at Fiscal Year End
| | | Stock Awards | | | | | | Market Value of | | | | Number of Shares or | Shares or Units of | | | Grant | Units of Stock That | Stock That Have | | Name | Date | Have Not Vested | Not Vested (1) | | Mark J. Worden | | | | | | 3/14/2023(2) | 22,897 | $436,417 | | | 3/13/2024(3) | 59,150 | $1,127,399 | | | 3/13/2024(4) | 34,175 | $651,376 | | | 3/12/2025(5) | - | $- | | | 3/12/2025(6) | 51,962 | $990,396 | | W. Kerry Jackson | | | | | | 9/29/2025(7) | 20,000 | 381,200 | | Marc A. Chilton | | | | | | 3/14/2023(2) | 5,475 | $104,354 | | | 3/13/2024(3) | 14,145 | $269,604 | | | 3/13/2024(4) | 8,172 | $155,758 | | | 3/12/2025(5) | 13,183 | $251,268 | | | 3/12/2025(6) | 13,265 | $252,831 | | Tanya E. Gordon | | | | | | 3/14/2023(2) | 3,383 | $64,480 | | | 3/13/2024(3) | 8,739 | $166,565 | | | 3/13/2024(4) | 5,049 | $96,234 | | | 3/12/2025(5) | 8,923 | $170,072 | | | 3/12/2025(6) | 8,980 | $171,159 | | Patrick C. Edwards | | | | | | 3/14/2023(2) | 1,812 | $34,537 | | | 3/13/2024(3) | 8,390 | $159,913 | | | 3/13/2024(4) | 4,847 | $92,384 | | | 3/12/2025(5) | 7,585 | $144,570 | | | 3/12/2025(6) | 7,633 | $145,485 |
Outstanding Equity Awards at Fiscal Year End
| (1) The value of the shares that have not vested was computed utilizing $19.06, the closing price of our common stock on Friday, January 30, 2026, the last trading day of Fiscal 2025. | | (2) Represents the service-based RSUs granted on March 14, 2023 under the 2017 Equity Plan. These awards vested on March 31, 2026 or, in the case of Mr. Worden, on February 24, 2026 upon his separation from the Company. | | (3) Represents PSUs granted under the 2017 Equity Plan on March 13, 2024, which were earned based on our actual Diluted Net Income per Share for Fiscal 2024. For Mr. Worden, these PSUs vested on February 24, 2026 upon his separation from the Company. For the other Executives, these PSUs will vest on March 31, 2027, provided the Executive maintains continuous service with us through such date. | | (4) Represents the service-based RSUs granted on March 13, 2024 under the 2017 Equity Plan. For Mr. Worden, these RSUs vested on February 24, 2026 upon his separation from the Company. For the other Executives, one-half of these awards vested on March 31, 2026 and the remaining one-half will vest on March 31, 2027, provided the Executive maintains continuous service with us through such date. | | (5) Represents PSUs granted under the 2017 Equity Plan on March 12, 2025, which were earned by our Executives, other than Mr. Worden, based on our actual Diluted Net Income per Share for Fiscal 2025. Because Mr. Worden was not employed with us on the determination date for these PSUs, these PSUs were forfeited on February 24, 2026 upon his separation from the Company. For the other Executives, these PSUs will vest on March 31, 2028, provided the Executive maintains continuous service with us through such date. | | (6) Represents the service-based RSUs granted on March 12, 2025 under the 2017 Equity Plan. For Mr. Worden, these RSUs vested on February 24, 2026 upon his separation from the Company. For the other Executives, one-half of these awards will vest on March 31, 2027 and the remaining one-half will vest on March 31, 2028, provided the Executive maintains continuous service with us through such dates. | | (7) Represents service-based RSUs granted on September 29, 2025 under the 2017 Equity Plan. This award will cliff vest on September 29, 2028, provided Mr. Jackson maintains continuous service with us through such date. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth for each Executive information with respect to the value realized upon the vesting of stock and stock units during Fiscal 2025.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized on | | Name | Exercise | on Exercise | Vesting | Vesting (1) | | Mark J. Worden | - | $- | 69,553 | $1,529,470 | | W. Kerry Jackson | - | $- | - | $- | | Marc A. Chilton | - | $- | 16,836 | $370,224 | | Tanya E. Gordon | - | $- | 11,597 | $255,018 | | J. Wayne Weaver | - | $- | 5,306 | $100,018 | | Patrick C. Edwards | - | $- | 6,248 | $137,394 |
Option Exercises and Stock Vested
| (1) Amount was calculated by multiplying the number of shares that vested by the closing price of our common stock on the vesting date or, if not a trading day, the last trading day preceding the vesting date. |
Equity Compensation Plan Information
Equity Compensation Plan Information The Compensation Committee administers and grants equity incentive awards under the 2017 Equity Plan, which was last amended and restated with shareholder approval on June 20, 2023. The 2017 Equity Plan provides for the grant of incentive awards in the form of stock units, restricted stock, stock options, and other equity-based awards to our employees, consultants, advisors and non-employee directors. Any shares of our common stock subject to an award under the 2017 Equity Plan that expires, is canceled or forfeited, or is settled for cash will, to the extent of such cancellation, forfeiture, expiration or cash settlement, automatically become available for future awards under the 2017 Equity Plan. However, any shares tendered or withheld to pay the exercise price of an option award or to satisfy a tax withholding obligation in connection with any award, any shares repurchased by us using option exercise proceeds and any shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on its exercise may not be used again for future awards under the 2017 Equity Plan. Each share of common stock that again becomes available for awards will correspondingly increase the share reserve by the same number of shares by which the share reserve was decreased upon the grant of the applicable award. The 2017 Equity Plan also provides that participants receiving awards under the plan must adhere to certain confidentiality and non-solicitation terms set forth in the plan. If a participant violates any of the confidentiality, non-solicitation terms or other restrictive covenant obligations set forth in the 2017 Equity Plan or otherwise, any unvested equity awards will automatically be forfeited and canceled, and we have the sole discretion to claw back any value received by the participant from any restricted stock, stock units or other equity-based awards that vested or any options or stock appreciation rights that were exercised within one year of the time of the violation. The following table sets forth information regarding outstanding grants and shares available for grant under our existing equity compensation plans, including our 2017 Equity Plan and our Employee Stock Purchase Plan. All information is as of January 31, 2026.
Equity Compensation Plan Information
| | | | Number of Securities | | | Number of Securities | | Remaining Available | | | To be Issued Upon | Weighted Average | for Future Issuance | | | Exercise of Outstanding | Exercise Price of | (Excluding Securities | | | Options, Warrants and | Outstanding Options, | Reflected in the | | Plan Category | Rights | Warrants and Rights | First Column | | Equity compensation plans approved by security holders (1) | 748,184(2) | $-(3) | 1,582,672(4) | | Equity compensation plans not approved by security holders (5) | - | - | - | | Total | 748,184(2) | $-(3) | 1,582,672(4) |
Equity Compensation Plan Information
| (1) Includes the 2017 Equity Plan and the Employee Stock Purchase Plan. | | (2) Represents shares that may be issued pursuant to outstanding RSUs and PSUs granted under the 2017 Equity Plan. The amount does not include 69,961 PSUs for which the performance condition was not satisfied based on our annual results for Fiscal 2025. | | (3) The RSUs and PSUs, once vested, convert into shares of our common stock on a one-for-one basis for no additional consideration. | | (4) These shares include 1,498,937 shares available for future issuance under the 2017 Equity Plan. The number of shares available for future issuance under the 2017 Equity Plan has been increased by the 69,961 shares described in footnote 2 above. These shares also include 83,735 shares available for future issuance under the Employee Stock Purchase Plan. | | (5) We do not maintain any equity compensation plans that have not been approved by our shareholders. |
Nonqualified Deferred Compensation and Retirement Plans
Nonqualified Deferred Compensation and Retirement Plans The Pension Benefits Table has been excluded, as we do not have a defined benefit plan. On February 24, 1994, our Board approved the Shoe Carnival Retirement Savings Plan. The primary savings mechanism is a 401(k) plan. Further information regarding the Shoe Carnival Retirement Savings Plan can be found in Note 13 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. Nonqualified Deferred Compensation In Fiscal 2000, we established a nonqualified deferred compensation plan for highly compensated employees who, due to Internal Revenue Service limitations, cannot defer an adequate level of replacement income for their retirement planning. Features of the plan include: • On a calendar year basis, participants elect to defer, on a pre-tax basis, a specific portion of their base salary and/or bonus earned up to a maximum of $150,000 per calendar year. • Deferrals on a participant’s bonus are credited to the plan year in which the bonus was earned, which, in most cases, is the plan year preceding the year in which the bonus was paid. As a result, the amounts included in the “Executive Contributions in Last Fiscal Year” column in the Nonqualified Deferred Compensation table may exceed the maximum deferral amount per calendar year described in the preceding bullet point. • The compensation deferred under this plan is credited with earnings or losses on a daily basis and measured by the rate of return on investments elected by plan participants similar to those available under our 401(k) plan. These services are provided by a third-party provider. • While not required to, we can match a portion of the participant’s contributions, which are then subject to immediate, one-year or two-year vesting requirements depending on the length of service of the participant. • Benefits are paid to participants upon death, disability, retirement, financial hardship or termination of employment based on each participant’s pre-selected payout schedule. Designated future in-service distributions may be taken two years after the year of deferral and must be requested a minimum of two years in advance. The amount of the distribution is restricted to the maximum of the actual deferral amount and vested employer match if elected for the specific year, adjusted by any investment gain or loss. The following table sets forth, for each Executive that has chosen to participate in our nonqualified deferred compensation plan, information on the nonqualified deferred compensation plan with respect to deferrals, our match, earnings and distributions made during Fiscal 2025, along with the ending account balance at January 31, 2026. Mr. Worden and Mr. Jackson have chosen not to participate in this plan. Mr. Weaver is not eligible to participate in this plan.
Nonqualified Deferred Compensation and Retirement Plans
| | Executive | Registrant | | Aggregate | | | | Contributions in | Contributions in Last | Aggregate Earnings in | Withdrawals and | Aggregate Balance at | | | Last Fiscal Year (1) | Fiscal Year (2) | Last Fiscal Year (3) | Distributions | Last Fiscal Year End | | Marc A. Chilton | $100,197 | $25,438 | $252,019 | $- | $1,828,273 | | Tanya E. Gordon | $55,337 | $22,345 | $8,297 | $- | $223,173 | | Patrick C. Edwards | $52,527 | $23,852 | $24,658 | $(61,032) | $269,094 |
Nonqualified Deferred Compensation and Retirement Plans
| (1) These amounts deferred are included in the Summary Compensation Table in the Salary column for Fiscal 2025. | | (2) These amounts are included in the All Other Compensation column in the Summary Compensation Table for Fiscal 2025. | | (3) The amounts shown in this column are not reported as compensation in the Summary Compensation Table, as they do not represent above-market or preferential earnings on deferred compensation. |
Termination and Change in Control Arrangements
Termination and Change in Control Arrangements On November 1, 2024, we entered into amended and restated employment and noncompetition agreements with Mr. Worden and Mr. Chilton. We entered into an amended and restated employment and noncompetition agreement with Ms. Gordon on April 6, 2025 and an employment and noncompetition agreement with Mr. Jackson on September 28, 2025. The agreement with each Executive is similar in form and content; however, payments can vary by Executive and the nature of the termination. None of the agreements with our Executives obligate the Company to pay the Executives an excise tax gross-up payment upon a change in control. The term of Mr. Worden’s agreement was through October 31, 2029, and the term of Mr. Chilton’s, Ms. Gordon’s and Mr. Jackson’s agreements are through October 31, 2026, April 5, 2026 and September 27, 2026, respectively (such terms, including any extension, are referred to as the “Terms”). The agreements are subject to early termination as provided in the agreements. The agreements are renewed automatically for successive terms of one year each unless either party provides written notice of non-renewal to the other party at least 30 days before the end of the then current Term. With respect to Mr. Jackson, Mr. Chilton, and Ms. Gordon, no such notification has been given by any party. The agreements provide for an annual base salary and entitle the Executive to participate in the EICP, and in any successor plan adopted by us from time to time. Such Executives are also entitled to participate in all employee benefit plans. Under each of the agreements, employment will terminate upon death and may be terminated by us upon the disability of such Executive, or by us for cause or without cause. Each such Executive may terminate employment voluntarily or with good reason. Mr. Worden’s separation from the Company was considered a termination without cause under his agreement. Under the agreements, “cause” is defined as any one or more of the following actions by the respective Executive: • failure to perform duties (other than any such failure resulting from incapacity due to physical or mental illness); • embezzlement, misappropriation or fraud, whether or not related to employment with us; • conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony or other crime involving moral turpitude; • engaging in dishonesty, illegal conduct or gross misconduct which is in each case injurious to us or our affiliates; failure or refusal to comply with any lawful and reasonable instructions of our Board, in the case of Mr. Worden; or our Chief Executive Officer, President, or other executive officer to whom such Executive reports, in the case of Mr. Jackson, Mr. Chilton and Ms. Gordon; material breach of any obligations under the agreement; material breach of our policies; • use of alcohol or drugs which interferes with the performance of duties for us or which compromises our integrity or reputation; or • engaging in any conduct tending to bring us into public disgrace or disrepute. Under the agreement with Mr. Worden, “good reason” was defined as the occurrence, without Mr. Worden’s written consent, of any one or more of the following: • a material reduction in his base salary; • assignment to a position or duties that constitute a material, adverse diminution of his title, authority or duties (other than temporarily while unable to perform duties because of a physical or mental injury or illness); • relocation of his principal place of employment to a location that is more than thirty (30) miles from the office at which he was principally based immediately prior to such relocation; • failure of any successor or assign to assume obligations as set forth in his agreement; or • a material breach of his agreement by us. For Mr. Worden, the following events also constituted “good reason” if they would have occurred within two years after a change in control: • a material reduction in his short-term incentive bonus opportunity; • his removal as a Director of the Board (except in conjunction with our termination of his employment for cause or his termination of employment for any reason) or his failure to be reelected as a Director of the Board, or • we required him to share his duties of Chief Executive Officer by serving as a Co-Chief Executive Officer. “Good Reason” under the agreements with Mr. Jackson, Mr. Chilton and Ms. Gordon is defined as the occurrence, without the Executive’s written consent, of a material reduction by us in the Executive’s base salary. Notwithstanding any other provision of the agreements, upon termination of employment for any reason, the Executive shall be entitled to receive all base salary earned but unpaid, any accrued but unpaid time off and all other payments and benefits accrued or vested before the termination date. The benefits granted to each Executive under the agreements and the 2017 Equity Plan are subject to certain employment and post-employment conditions. This includes, but is not limited to, the agreement by each Executive not to engage in (including being employed by, working for, consulting with or rendering services to) any competing business in a prohibited capacity for a period of 12 months for Mr. Jackson, Mr. Chilton and Ms. Gordon and 18 months in the case of Mr. Worden, following termination of the Executive’s employment under the agreements and to adhere to certain confidentiality terms and a one-year non-solicitation provision under the 2017 Equity Plan. The following tables set forth the estimated payments Mr. Worden, Mr. Jackson, Mr. Chilton and Ms. Gordon would have received from us under each of the specific triggering events pursuant to the terms of their respective agreements, the 2017 Equity Plan and the award agreements that govern their outstanding RSUs and PSUs, assuming that the triggering event took place on January 31, 2026, the last day of our most recently completed fiscal year.
Termination and Change in Control Arrangements
| Mark J. Worden | | | | | | | | | | | Qualifying | | | | | Without Cause | For Cause or | Termination | Change in | | | | or by | by Employee | Following a | Control Without | | Description of Payout and/or | Death or | Employee for | Without | Change in | a Qualifying | | Accelerated Vesting | Disability | Good Reason | Good Reason | Control | Termination | | Cash severance/payment (1) | $- | $3,580,538 | $- | $5,967,563 | $850,036 | | Out-placement services (3) | - | 10,000 | - | 10,000 | - | | Medical and dental benefits (4) | - | 61,257 | - | 61,257 | - | | Equity awards, accelerated vesting (5) (6) (7) | 3,229,051 | 3,379,332 | - | 4,394,535 | 2,184,502 | | Total | $3,229,051 | $7,031,127 | $- | $10,433,355 | $3,034,538 |
Termination and Change in Control Arrangements
| W. Kerry Jackson | | | | | | | | | | | Qualifying | | | | | Without Cause | For Cause or | Termination | Change in | | | | or by | by Employee | Following a | Control Without | | Description of Payout and/or | Death or | Employee for | Without | Change in | a Qualifying | | Accelerated Vesting | Disability | Good Reason | Good Reason | Control | Termination | | Cash severance/payment (2) | $- | $1,158,250 | $- | $1,751,500 | $132,722 | | Out-placement services (3) | - | - | - | 2,500 | - | | Medical and dental benefits (4) | - | 61,257 | - | 61,257 | - | | Equity awards, accelerated vesting (5) (6) (7) | 387,200 | 387,200 | - | 387,200 | 387,200 | | Total | $387,200 | $1,606,707 | $- | $2,202,457 | $519,922 |
Termination and Change in Control Arrangements
| Marc A. Chilton | | | | | | | | | | | Qualifying | | | | | Without Cause | For Cause or | Termination | Change in | | | | or by | by Employee | Following a | Control Without | | Description of Payout and/or | Death or | Employee for | Without | Change in | a Qualifying | | Accelerated Vesting | Disability | Good Reason | Good Reason | Control | Termination | | Cash severance/payment (2) | $- | $1,281,250 | $- | $1,937,500 | $340,527 | | Out-placement services (3) | - | - | - | 2,500 | - | | Medical and dental benefits (4) | - | 61,257 | - | 61,257 | - | | Equity awards, accelerated vesting (5) (6) (7) | 793,536 | 538,868 | - | 1,083,775 | 538,868 | | Total | $793,536 | $1,881,375 | $- | $3,085,032 | $879,395 |
Termination and Change in Control Arrangements
| Tanya E. Gordon | | | | | | | | | | | Qualifying | | | | | Without Cause | For Cause or | Termination | Change in | | | | or by | by Employee | Following a | Control Without | | Description of Payout and/or | Death or | Employee for | Without | Change in | a Qualifying | | Accelerated Vesting | Disability | Good Reason | Good Reason | Control | Termination | | Cash severance/payment (2) | $- | $1,025,000 | $- | $1,550,000 | $240,372 | | Out-placement services (3) | - | - | - | 2,500 | - | | Medical and dental benefits (4) | - | 61,257 | - | 61,257 | - | | Equity awards, accelerated vesting (5) (6) (7) | 510,249 | 348,362 | - | 700,316 | 348,362 | | Total | $510,249 | $1,434,619 | $- | $2,314,073 | $588,734 |
Termination and Change in Control Arrangements
| (1) For Mr. Worden, the cash severance for termination without cause or by Mr. Worden for good reason would be paid in a lump sum within two and one half months following a separation from service in an amount equal to 150% of the sum of (i) his base salary at the highest rate in effect at any time during the 12 months immediately preceding his employment termination date, plus (ii) his targeted incentive bonus for the bonus year in which his employment termination date occurs. If within two years following a change in control, Mr. Worden had a qualifying termination, cash severance would be paid to him in a lump sum within two and one half months following his separation from service in an amount equal to 250% of the sum of (i) his base salary at the highest rate in effect at any time during the 12 months immediately preceding his employment termination date, plus (ii) his targeted incentive bonus for the bonus year in which his employment termination date occurs. Following a change in control without a qualifying termination of Mr. Worden, a cash payment would be paid in a lump sum within 60 days following the change in control in an amount equal to Mr. Worden’s incentive bonus under the EICP for the fiscal year in which the change in control occurs, calculated based on actual performance up to the date of the change in control and prorated based on the number of days in such fiscal year that elapsed as of the date of the change in control. In this example, the cash payment equals the incentive bonus Mr. Worden would have received under the EICP for Fiscal 2025 if he had been employed by us on the payment date of the incentive bonus, based on our actual Fiscal 2025 results, or 80.1% of his Fiscal 2025 annual base salary. |
Termination and Change in Control Arrangements
| (2) For Mr. Jackson, Mr. Chilton and Ms. Gordon, the cash severance for termination without cause or by the Executive for good reason would be paid to the Executive in a lump sum within two and one half months following the Executive’s separation from service in an amount equal to (i) 150% of each Executive’s current base salary for the fiscal year in which the termination occurs, plus (ii) an amount equal to 55% of the Executive’s current base salary for the fiscal year in which the termination occurs, multiplied by a fraction, the numerator of which is the number of days elapsed in such fiscal year through the termination date and the denominator of which is 365. If within two years following a change in control, Mr. Jackson, Mr. Chilton or Ms. Gordon has a qualifying termination, a lump sum cash severance would be paid to the Executive within two and one half months following the Executive’s separation from service in an amount equal to 310% of the Executive’s current base salary for the fiscal year in which the qualifying termination occurs. Following a change in control without a qualifying termination of Mr. Jackson, Mr. Chilton, or Ms. Gordon, a cash payment would be paid to the Executive in a lump sum within 60 days following the change in control in an amount equal to the Executive’s incentive bonus under the EICP for the fiscal year in which the change in control occurs, calculated based on actual performance up to the date of the change in control and prorated based on the number of days in such fiscal year that elapsed as of the date of the change in control. In this example, the cash payment equals each Executive’s incentive bonus included in the Summary Compensation Table for Fiscal 2025. | | (3) We will provide out-placement services at a cost not to exceed $2,500 in the event of a qualifying termination following a change in control for Mr. Jackson, Mr. Chilton, and Ms. Gordon. For Mr. Worden, we would have provided out-placement services at a cost not to exceed $10,000 in the event of a qualifying termination following a change in control or in the event he was terminated by us without cause or by him for good reason. | | (4) Upon a termination without cause, by the Executive for good reason or a qualifying termination following a change in control, Mr. Worden, Mr. Jackson, Mr. Chilton, and Ms. Gordon would be paid an amount equal to 18 times the monthly COBRA premium rate within two and one half months following the separation from service. Based on current healthcare benefits in place, the monthly COBRA premium rate for each of these Executives is calculated using the COBRA rate for a family. | | (5) The 2017 Equity Plan, under which our RSUs and PSUs outstanding on January 31, 2026 were issued, and certain applicable award agreements include a provision that upon death or disability, each Executive would be entitled to a ratable portion of the Executive’s PSUs based on our performance, measured as of the later of the determination date for such PSUs and the date of death or disability, as well as full, immediate vesting of all RSUs. In this example, the value was calculated by taking the sum of (i) the number of unvested PSUs determined to have been earned based on our performance and held by each Executive on January 31, 2026, multiplied by a fraction, the numerator of which is the number of full months elapsed between the effective date of the grant and January 31, 2026 and the denominator of which is the number of months in the vesting period; plus (ii) the number of unvested service-based RSUs held by each Executive on January 31, 2026, and then multiplying the result by $19.06, the closing price of our common stock on January 30, 2026, the last trading day of Fiscal 2025; plus (iii) the amount of deferred cash dividends that would have been paid upon vesting. | | (6) The award agreements for the service-based RSUs granted to each Executive provide for immediate vesting upon a termination of the Executive without cause or by the Executive for good reason. The award agreements for the PSUs granted to each Executive in Fiscal 2025 provide for immediate vesting if a termination of the Executive without cause or by the Executive for good reason occurs after the determination date and before the vesting date. The outstanding unvested PSUs that were granted to the Executives in Fiscal 2024 are forfeited upon a termination of the Executive without cause or by the Executive for good reason, except for Mr. Worden. For Mr. Worden, any such unvested Fiscal 2024 PSUs that were earned based on our actual performance for Fiscal 2024 and thus are subject solely to service-based vesting restrictions would immediately vest upon his termination without cause or by him for good reason. In this example, the value was calculated by multiplying $19.06, the closing price of our common stock on January 30, 2026, the last trading day of Fiscal 2025, by the number of service-based RSUs granted to the Executive and, in the case of Mr. Worden, the PSUs granted in Fiscal 2024 earned by him that were subject solely to service-based vesting restrictions and that were unvested and held by such Executive on January 31, 2026, and then adding the amount of deferred cash dividends that would have been paid upon vesting. No PSUs granted in Fiscal 2025 were included in this calculation, as the determination date did not occur until March 3, 2026. | | (7) The award agreements for the PSUs outstanding as of January 31, 2026 provide that if the PSUs are not continued, assumed or replaced in connection with a change in control, or upon a qualifying termination of the Executive following a change in control, such PSUs will fully vest. All RSUs vest following a change in control, whether or not there is a qualifying termination of the Executive. In this example, for a qualifying termination following a change in control, the value was calculated by multiplying $19.06, the closing price of our common stock on January 30, 2026, the last trading day of Fiscal 2025, by the sum of the number of unvested PSUs and RSUs held by each Executive on January 31, 2026,and then adding the amount of deferred cash dividends that would have been paid upon vesting. In this example of a change in control without a qualifying termination, the value was calculated by multiplying $19.06, the closing price of our common stock on January 30, 2026, the last trading day of Fiscal 2025, by the number of unvested RSUs held by each Executive on January 31, 2026, and then adding the amount of deferred cash dividends that would have been paid upon vesting. |
Termination and Change in Control Arrangements
Payments to Mr. Worden upon his Separation from the Company: Upon Mr. Worden's separation from the Company on February 24, 2026, which was treated as a termination without cause, he received the following pursuant to the terms of the Amended Worden Agreement:
Termination and Change in Control Arrangements
| Description of Payout and/or Accelerated Vesting | | | Cash severance/payment (1) | $4,532,584 | | Out-placement services (2) | 10,000 | | Medical and dental benefits (3) | 61,257 | | Equity awards, accelerated vesting (4) | 3,707,291 | | Total | $8,311,132 |
Termination and Change in Control Arrangements
| (1) Includes (i) the cash payment equal to the incentive bonus Mr. Worden would have received under the EICP for Fiscal 2025 if he had been employed by us on the payment date of the incentive bonus, based on our actual Fiscal 2025 performance, or 80.1% of his Fiscal 2025 annual base salary, plus (ii) the lump sum payment equal to 150% of the sum of (A) Mr. Worden’s annual base salary at the highest rate in effect at any time during the 12 months immediately preceding his employment termination date, plus (B) his targeted incentive bonus for Fiscal 2025, plus (iii) his earned but unused paid time off. | | (2) We will provide out-placement services to Mr. Worden at a cost not to exceed $10,000. |
Termination and Change in Control Arrangements
| (3) Represents the lump sum payment equal to 18 times the monthly COBRA premium rate. Based on Mr. Worden’s healthcare benefits in place at the time of his termination, the monthly COBRA premium rate was calculated using the COBRA rate for a family. | | (4) The award agreements for the service-based RSUs granted to Mr. Worden provided for immediate vesting upon his termination without cause. In addition, under the terms of the Amended Worden Agreement, Mr. Worden’s unvested PSUs that were granted in Fiscal 2024 and were subject solely to service-based vesting restrictions vested immediately upon his termination without cause. This amount was calculated by multiplying $21.01, the closing price of our common stock on February 24, 2026, the date of his separation from service, by the number of RSUs and PSUs that vested upon his termination on February 24, 2026, and then adding the amount of deferred cash dividends that were paid upon vesting. |
Termination and Change in Control Arrangements
Mr. Edwards On September 24, 2025, we provided notice to Mr. Edwards that we elected not to renew the term of his amended and restated employment and noncompetition agreement. As a result, his amended and restated employment agreement terminated on October 31, 2025. Pursuant to the award agreements governing his outstanding PSU and RSU agreements: • In the case of Mr. Edwards’ death or disability, all of his unvested outstanding RSUs will vest and a prorated number of his unvested outstanding PSUs will vest, with such proration based on a fraction, the numerator of which is the number of full months elapsed between the effective date of the grant and the date of his death or disability and the denominator of which is the number of months in the vesting period. The value of the RSUs and PSUs that would have vested upon Mr. Edwards’ death or disability on January 31, 2026, using the $19.06 closing price of our common stock on January 30, 2026, the last trading day of Fiscal 2025, plus the amount of deferred cash dividends that would have been paid upon vesting, was $434,058. • In the case of a termination by us without cause or by Mr. Edwards for good reason, all of the unvested outstanding RSUs granted to him in Fiscal 2023, Fiscal 2024 and Fiscal 2025 will vest. The value of the RSUs that would have vested upon a termination by Mr. Edwards without cause or by him for good reason on January 31, 2026, using the $19.06 closing price of our common stock on January 30, 2026, plus the amount of deferred cash dividends that would have been paid upon vesting, was $285,374. • In the case of a change in control with a qualifying termination, all of his unvested outstanding RSUs and PSUs will vest. The value of Mr. Edwards’ RSUs and PSUs that would have vested upon a change in control with a qualifying termination on January 31, 2026, using the $19.06 closing price of our common stock on January 30, 2026, plus the amount of deferred cash dividends that would have been paid upon vesting, was $603,973. • In the case of a change in control without a qualifying termination, all of the unvested outstanding RSUs granted to him in Fiscal 2023, Fiscal 2024 and Fiscal 2025 will vest. The value of Mr. Edwards’ RSUs that would have vested upon a change in control without a qualifying termination on January 31, 2026, using the $19.06 closing price of our common stock on January 30, 2026, plus the amount of deferred cash dividends that would have been paid upon vesting, was $285,374. Mr. Edwards would be subject to certain confidentiality terms and a one-year non-solicitation provision under the 2017 Equity Plan. Mr. Weaver On January 15, 1993, we entered into a noncompetition agreement with Mr. Weaver. As long as Mr. Weaver is our executive officer or director, he may not engage directly or indirectly through any other company or entity in the retail shoe business without the prior approval of our Audit Committee.
Pay Versus Performance Compensation Table
Pay Versus Performance Compensation Table For Fiscal 2025, Fiscal 2024, Fiscal 2023, Fiscal 2022, and Fiscal 2021, the following table sets forth a comparison of amounts disclosed in the Summary Compensation Table (“SCT”) for our Executives to the total compensation actually paid (“CAP”) to our Executives, calculated in accordance with the SEC’s guidelines, and a comparison of the Company’s total shareholder return (“TSR”) to a peer group TSR and certain other financial performance metrics.
Pay Versus Performance Compensation Table
| | SCT total in | CAP in year | SCT total in | CAP in year | Average SCT | Average CAP | | | year holding | holding PEO | year holding | holding PEO | total for non- | to non-PEO | | Year | PEO Office | Office | PEO Office | Office | PEO named | named | | | (Worden) | (Worden) | (Sifford) | (Sifford) | executive | executive | | | (1) | (1) | (1) | (1) | officers | officers | | | | | | | (2) (5) | (2) (5) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | | 2025 | $4,058,347 | $970,756 | N/A | N/A | $1,129,651 | $896,060 | | 2024 | $5,004,173 | $4,976,885 | N/A | N/A | $1,217,321 | $1,211,250 | | 2023 | $3,450,895 | $2,076,755 | N/A | N/A | $932,794 | $505,613 | | 2022 | $4,007,544 | $3,633,987 | N/A | N/A | $1,377,243 | $1,200,218 | | 2021 | $2,181,767 | $3,084,893 | $1,850,691 | $2,549,441 | $1,224,336 | $1,563,415 |
Pay Versus Performance Compensation Table
| | | | Net | Diluted | | | Value of initial fixed $100 | | Income | Net | | Year | investment based on: | | (In | Income | | | | | Millions) | per | | | Our | Peer | | Share | | | TSR | group | | (4) | | | | TSR (3) | | | | (a) | (f) | (g) | (h) | (i) | | 2025 | $91 | $100 | $52.3 | $1.90 | | 2024 | $122 | $93 | $73.8 | $2.68 | | 2023 | $116 | $82 | $73.3 | $2.68 | | 2022 | $120 | $80 | $110.1 | $3.96 | | 2021 | $142 | $90 | $154.9 | $5.42 |
Pay Versus Performance Compensation Table
The charts that follow set forth the calculation of CAP for our PEO and non-PEO Executives for Fiscal 2025. In the years presented, we did not issue any stock options and no Executives received any pension benefits. (1) On March 18, 2021, the Board unanimously elected Mr. Worden as our next President and Chief Executive Officer and our principal executive officer (“PEO”), effective September 30, 2021. Mr. Worden succeeded Mr. Sifford, who stepped down as our Chief Executive Officer effective September 30, 2021 but continued to serve in the role of Vice Chairman of the Board. In Fiscal 2021, the year of transition, the table above reflects the total compensation set forth in the SCT and the CAP for the full fiscal year for both Executives. The following chart reconciles the total compensation set forth in the SCT to the CAP in Fiscal 2025 for Mr. Worden.
Pay Versus Performance Compensation Table
| | Mr. Worden | | | 2025 | | SCT - Total | $4,058,347 | | Less: Grant Date Fair Value of Current Year Awards | (2,795,577) | | Add: Fair Value of Unvested Current Year Awards | 990,396 | | Add: Fair Value at Current Year End of Unvested Prior Year Awards | 2,215,191 | | Less: Fair Value at Prior Year End of Unvested Prior Year Awards | (3,144,967) | | Add: Value at Vest of Prior Year Awards Vesting in Current Year | 1,529,470 | | Less: Fair Value at Prior Year End of Awards Vesting in Current Year | (1,882,104) | | CAP | $970,756 |
Pay Versus Performance Compensation Table
| (2) The following chart reconciles the total compensation set forth in the SCT to the CAP for Fiscal 2025 for each Executive other than Mr. Worden. We have separately identified the persons holding the position of Chief Financial Officer (Mr. Jackson), Chief Merchandising Officer (Ms. Gordon) and Chief Operating Officer (Mr. Chilton), as of our Fiscal 2025 year end. |
Pay Versus Performance Compensation Table
| Fiscal 2025 | Jackson | Chilton | Gordon | Others | Average | | SCT - Total | $935,198 | $1,951,878 | $1,272,953 | $1,488,228 | $1,129,651 | | Less: Grant Date Fair Value of Current Year Awards | (421,200) | (713,668) | (483,102) | (510,662) | (425,726) | | Add: Fair Value of Unvested Current Year Awards | 381,200 | 504,099 | 341,231 | 290,055 | 303,317 | | Add: Fair Value at Current Year End of Unvested Prior Year Awards | - | 529,716 | 327,279 | 286,834 | 228,766 | | Less: Fair Value at Prior Year End of Unvested Prior Year Awards | - | (752,052) | (464,647) | (407,226) | (324,785) | | Add: Value at Vest of Current Year Awards Vesting in Current Year | - | - | - | 100,018 | 20,004 | | Add: Value at Vest of Prior Year Awards Vesting in Current Year | - | 370,224 | 255,018 | 137,394 | 152,527 | | Less: Fair Value at Prior Year End of Awards Vesting in Current Year | - | (455,582) | (313,815) | (169,071) | (187,694) | | CAP | $895,198 | $1,434,615 | $934,917 | $1,215,570 | $896,060 |
Pay Versus Performance Compensation Table
The selected peer group is the S&P Retail Select Industry Index (SPSIRE). This is the same peer group used in our TSR performance graph included in our Annual Report to Shareholders for Fiscal 2025. (4) Diluted Net Income per Share, which was the performance measure utilized for our PSUs granted in Fiscal 2025, was selected as our most important financial measure. PSUs comprise the largest portion of Mr. Worden’s Fiscal 2025 target compensation (Base salary 20%, EICP 26%, PSUs 32%, and RSUs 22%) and averaged approximately 15% of the total target compensation for Messrs. Jackson and Chilton and Ms. Gordon in Fiscal 2025. (5) The non-PEO named executive officers for Fiscal 2025 were Messrs. Jackson, Chilton, Edwards and Weaver and Ms. Gordon. The non-PEO named executive officers for Fiscal 2024 were Messrs. Edwards, Carl N. Scibetta, Chilton and Sifford. The non-PEO named executive officers for Fiscal 2023 were Messrs. Edwards, Scibetta, Chilton and Sifford, as well as Mr. Jackson and Erik D. Gast. The non-PEO named executive officers for Fiscal 2022 were Messrs. Edwards, Scibetta, Chilton and Jackson. The non-PEO named executive officers for Fiscal 2021 were Messrs. Edwards, Scibetta, Chilton, Jackson and Timothy T. Baker. Comparison of CAP to Company TSR and Peer Group TSR Comparison of CAP to Net Income and Diluted Net Income Per Share (“EPS”) Tabular Presentation of Our Most Important Performance Measures The four items listed below represent the most important performance metrics we used to determine CAP for Fiscal 2025, as further described in our Compensation Discussion and Analysis within the sections titled “Compensation Program Components, Why Each Component is Chosen, How Each Component Relates to Our Compensation Philosophy and Objectives and Fiscal 2025 Outcomes ― Annual Cash Incentives under the EICP” and “―Long-Term Equity-Based Incentives under the 2017 Equity Plan.”
Pay Versus Performance Compensation Table
| Most Important Performance Measures | | ● Diluted Net Income per Share | | ● Operating Income | | ● Net Sales | | ● Comparable store sales |
Pay Versus Performance Compensation Table
Diluted Net Income per Share is the single performance measure for PSUs issued in each of the last four fiscal years. Operating Income is the single performance measure for our EICP in each of the last four fiscal years. Net Sales and comparable store sales are two of our most important financial performance measures that drive both Diluted Net Income per Share and Operating Income.
CEO Pay Ratio
CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mark J. Worden, our Chief Executive Officer in Fiscal 2025 (our “CEO”). For Fiscal 2025, our last completed fiscal year: • the median of the annual total compensation of all employees of our Company (other than our CEO) was $25,637; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $4,058,347. Based on this information, for Fiscal 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 158:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee based on the total taxable compensation during calendar year 2025 of 5,200 members of our workforce, including full-time, part-time, temporary and seasonal employees, other than our CEO, who were employed on December 20, 2025. The date selected aligns with the period for which total taxable compensation used to identify our median employee was calculated. For purposes of determining the total taxable compensation for each employee, we included the amount of base salary or wages the employee received during the calendar year, the amount of any cash incentives paid to the employee in that year (which includes annual cash incentives that are generally paid in March for performance during the prior fiscal year) and the value of any equity grants that vested during the year based on the value of the shares on the date of vesting. We did not include any adjustments for the value of benefits provided, but we did annualize the pay for any full-time or part-time employees who were employed by us for only part of the year. Once we identified our median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our Executives for purposes of the Summary Compensation Table. The total compensation of our median employee, a part-time store associate, was determined to be $25,637. This total compensation amount for our median employee was then compared to the total compensation of our CEO. Our method for identifying the median employee was unchanged from Fiscal 2024. The pay ratio was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. Supplemental Pay Ratio Because of the nature of our business in the retail industry, many part-time, temporary and seasonal employees are hired for very short amounts of time during our peak sales periods. The SEC rules do not allow for companies to annualize the compensation paid to temporary or seasonal employees or to make a full-time equivalent adjustment for part-time employees. As of December 20, 2025, approximately 56% of the members of our workforce were part-time, temporary or seasonal employees. As a result, we believe that measuring the compensation paid to our median full-time employee more accurately reflects our pay practices relative to the compensation of our CEO. Excluding all part-time, temporary and seasonal employees, we had 2,315 full-time employees as of December 20, 2025. Using the same methodology described above, we identified our median full-time employee for Fiscal 2025. The total annual compensation of our median full-time employee was $38,542 for Fiscal 2025. Based on this information, for Fiscal 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median full-time employee was 105:1.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Directors
| | | | All Other | | | | Fees Earned or | Stock Awards | Compensation | | | Name (1) | Paid in Cash | (2) | (3) | Total | | James A. Aschleman | $112,500 | $100,018 | $1,592 | $214,110 | | Andrea R. Guthrie | $110,000 | $100,018 | $1,592 | $211,610 | | Diane E. Randolph | $102,500 | $100,018 | $1,592 | $204,110 | | Charles B. Tomm | $127,500 | $100,018 | $1,592 | $229,110 |
Non-Employee Directors
| (1) Information on our non-employee directors can be found in “Proposal No. 1 Election of Directors ― Nominee and Director Information” as well as in the section “Information Regarding the Board of Directors and Committees.” | | (2) Amounts reflect the aggregate grant date fair value of restricted stock awards computed in accordance with ASC 718. Disclosure of the relevant assumptions related to the valuation of awards is provided in Note 14 to the Notes to Consolidated Financial Statements as contained in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. | | (3) The amounts in this column represent cash dividends paid to our non-employee directors on the shares of unvested restricted stock that they held on the record date for each such dividend. |
Non-Employee Directors
Each non-employee director then in office was awarded 5,306 shares of restricted stock under the 2017 Equity Plan on June 25, 2025, with a grant date fair value of $100,018 based on the closing market price of our common stock on that day and those shares vested on January 2, 2026. As of January 31, 2026, no shares of restricted stock were held by any of our non-employee directors. Stock Ownership Guidelines for Non-Employee Directors We believe the stock ownership guidelines further serve to align the interests of our non-employee directors with those of our shareholders. Under our stock ownership guidelines, which were adopted by our Board effective in June 2013 and amended by our Board in March 2017 and March 2021, our non-employee directors are required to own shares valued at five times their annual Board cash retainer. For the purposes of these guidelines, shares directly owned without any restrictions and shares owned directly by members of a non-employee director’s immediate family who share the same household or any trust for the benefit of a non-employee director’s immediate family members count toward ownership requirements. Unless otherwise determined by the Compensation Committee, until a non-employee director has reached his or her ownership requirement, he or she must retain 50% of the net-after tax shares received upon the exercise, vesting or settlement of any form of equity-based compensation award. The value of stock holdings is determined based on the average daily closing price of our common stock during the 30-day period ending on the date of the valuation determination. The Compensation Committee is responsible for monitoring the application of the stock ownership guidelines and evaluating whether each non-employee director has met his or her ownership goal annually. The Compensation Committee reviewed the current ownership valuation for each of our non-employee directors at its March 2026 meeting, using a valuation date of January 31, 2026, our Fiscal 2025 year end. Of our current non-employee directors, Ms. Guthrie and Mr. Tomm met the ownership requirements, as amended, as of that valuation date.
Employee Directors
Employee Directors J. Wayne Weaver Effective February 1, 1993, Mr. Weaver became our employee and is reimbursed for all travel expenses related to performing his duties as Chairman of the Board. The compensation paid during Fiscal 2025 to Mr. Weaver is included in the Summary Compensation Table. Although Mr. Weaver will continue to be involved in other business activities and will not devote his full time to the Company, he will devote such time to the Company as he deems necessary or appropriate to perform his duties as Chairman of the Board. Clifton E. Sifford On September 30, 2021, we entered into a letter agreement with Mr. Sifford (the “2021 Letter Agreement”) governing his employment as our Vice Chairman. The 2021 Letter Agreement did not provide for any payments upon Mr. Sifford’s termination or upon a change in control, but did contain non-competition, non-solicitation and non-disparagement provisions to which Mr. Sifford was subject during the term of the 2021 Letter Agreement and for 12 months after the termination of his employment with the Company for any reason, as well as customary confidentiality provisions. In Fiscal 2025, Mr. Sifford received a base salary of $300,000 per year for his service as Vice Chairman of the Board, payable one-half in cash and one-half in an equity award, and an additional monthly stipend of $2,957 for his service. The equity award was granted to Mr. Sifford pursuant to the Company’s equity incentive plan and restrictions lapsed on January 2, 2026. On March 5, 2026, we entered into a new letter agreement with Mr. Sifford (the “2026 Letter Agreement”), which acknowledges his employment as Interim President and Chief Executive Officer of the Company effective as of February 24, 2026, and his continued service as Vice Chairman of the Board. The 2026 Letter Agreement supersedes the 2021 Letter Agreement. Under the terms of the 2026 Letter Agreement, commencing effective February 24, 2026 and continuing throughout the period he serves as Interim President and Chief Executive Officer and Vice Chairman of the Board of the Company, Mr. Sifford (1) will receive an annual base salary of $1,000,000, (2) will continue to receive an additional monthly stipend in the amount of $2,957, (3) will receive a monthly automobile allowance in the amount of $1,100, and (4) will be eligible to participate in the EICP, as well as any other employee benefit plans, practices and programs maintained by the Company. The 2026 Letter Agreement also contains non-competition, non-solicitation and non-disparagement provisions to which Mr. Sifford is subject during the term of the 2026 Letter Agreement and for 12 months after the termination of his employment with the Company for any reason, as well as customary confidentiality provisions. Mark J. Worden The compensation paid during Fiscal 2025 to our former President and Chief Executive Officer and former director, Mark J. Worden, is included in the Summary Compensation Table.
PRINCIPAL SHAREHOLDERS
| * Less than 1%. | | (1) J. Wayne and Delores B. Weaver are husband and wife. Their mailing address is 1800 Innovation Point, Fort Mill, SC 29715. Mr. Weaver individually owns 4,177,482 shares and Mrs. Weaver individually owns 4,499,846 shares. | | (2) Represents the number of shares held by Mr. Worden on February 24, 2026, the date of his separation from the Company, and includes the shares received upon the accelerated vesting of certain of his outstanding RSUs and PSUs upon his separation. | | (3) Includes 2,000 shares held by Mr. Tomm’s spouse. | | (4) Information is based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 21, 2026. BlackRock, Inc. is a parent holding company or control person and has sole voting power with respect to 1,410,766 shares and sole dispositive power with respect to 1,438,037 shares. BlackRock, Inc. reported that the following of its subsidiaries acquired shares: BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; and BlackRock Fund Managers Ltd. | | (5) Information is based solely on a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on April 15, 2025. Dimensional is a registered investment advisor and has sole voting power with respect to 1,730,575 shares and sole dispositive power with respect to 1,774,677 shares. All of the indicated shares are owned by advisory clients of Dimensional, and Dimensional disclaims beneficial ownership of such shares. These Dimensional clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of our common stock held in their respective accounts. | | (6) Information is based solely on a Schedule 13G filed by Copeland Capital Management, LLC with the SEC on January 29, 2026. Copeland Capital Management, LLC is a registered investment advisor and has sole voting power with respect to 1,122,823 shares and shared dispositive power with respect to 1,520,739 shares. |