Caleres Inc PRE 14A, filed Apr 7, 2020

Caleres Inc (CAL)

PRE 14A 2020-04-07 For: 2020-05-28

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☒		Preliminary Proxy Statement

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☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12



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DATE:		Thursday, May 28, 2020
TIME:		10:30 a.m., Central Time
PLACE:		Caleres, Inc.
		8300 Maryland Avenue
		St. Louis, Missouri 63105


	Page No.
PROXY STATEMENT SUMMARY		1
INFORMATION ABOUT THE ANNUAL MEETING		4
CORPORATE GOVERNANCE		9
Our Principles and Governance Guidelines		9
Director Independence		9
Code of Ethics		9
Communicating With the Board		9
Board Leadership Structure		10
Board’s Role in Risk Oversight		10
Selection of Directors		10
Board Meetings and Committees		12
Related Party Transactions		13
Delinquent Section 16(a) Reports		14
Compensation Committee Interlocks and Insider Participation		14
COMPENSATION OF NON-EMPLOYEE DIRECTORS		15
Fiscal 2019 Director Compensation		15
Non-Employee Director Compensation Table		16
Restricted Stock and Restricted Stock Units		17
Deferred Compensation Plan for Non-Employee Directors		17
Incentive and Stock Compensation Plan of 2017		17
Non-Employee Director Stock Ownership		17
STOCK OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS AND 5% SHAREHOLDERS		18
PROPOSALS REQUIRING YOUR VOTE		20
PROPOSAL 1 — Election of Directors		20
Structure of the Board		20
PROPOSAL 2 — Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accountants		27
Ratification of Ernst & Young LLP		27
Fees Paid to Independent Registered Public Accountants		27
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services		27
Audit Committee Report		28
COMPENSATION DISCUSSION AND ANALYSIS		29
Executive Summary		29
Executive Compensation Program		31
Compensation Committee Report		44
EXECUTIVE COMPENSATION		45
Summary Compensation		45
CEO Pay Ratio		46
Grants of Plan-Based Awards		47
Outstanding Equity Awards at Fiscal Year-End		49
Option Exercises and Stock Vested		50
Retirement Plans		51
Non-Qualified Deferred Compensation		53
Payments on Termination and Change in Control		53
PROPOSAL 3 — Approval, by Non-Binding Advisory Vote, of the Company’s Executive Compensation		60
PROPOSAL 4 — Amendment of the Company’s Restated Certification of Incorporation to provide for the declassification of the Board of Directors		60
OTHER MATTERS		61
Shareholder Proposals for the 2021 Annual Meeting		61
Other		61
ANNEX 1 — Reconciliation of Adjusted Results (Non-GAAP)		A-1
ANNEX 2 — Proposed revisions to the Restated Certificate of Incorporation		A-2


Proposal			Board Recommendation	For more information, see page
Proposal 1	—	Election of Directors.	FOR each nominee	20

Proposal 2	—	Ratification of Ernst & Young LLP as the Company’s independent registered public accountants.	FOR	27

Proposal 3	—	Approval, by non-binding advisory vote, of the Company’s executive compensation.	FOR	60

Proposal 4	—	Approval of an amendment to the restated certificate of incorporation to declassify the Company’s board.	FOR	60


Board Composition	➣	Our board has an effective mix of skills, experience and perspectives.
	➣	Over half of our directors are diverse.
	➣	Our director tenure is balanced with an average tenure of 11 years.
		• 25% of directors joined the board within the past 3 years.

Board Independence	➣	11 out of the 12 members of the board of directors are independent.
	➣	Our CEO and President is the only management director.
	➣	Our Audit, Governance and Nominating and Compensation Committees are comprised solely of independent directors.

Governance Practices	➣	We currently have an independent lead director, with a clearly defined role who coordinates the activities of the other independent directors.
	➣	The independent directors meet regularly in executive session.
	➣	The board of directors and committees conduct annual self-evaluations.
	➣	We have a director resignation policy in the event an incumbent director does not receive a majority of votes cast.
	➣	We maintain a policy under which no director may be appointed if he or she is 72 or older or nominated for a term extending beyond the annual shareholders’ meeting following the end of the calendar year during which the individual turns 72, except in limited circumstances.
	➣	The Company does not have a poison pill in place.
	➣	Risk management is overseen by the full board of directors and designated committees.


What We Do	✓	The vast majority of pay is variable or “at risk”, i.e., performance-based or equity-based or both.
	✓	We include challenging performance objectives in annual and long-term incentive awards that encourage value creation for shareholders.
	✓	We cap annual incentive and long-term performance award payouts at 200% of target.
	✓	We utilize an independent compensation consultant.
	✓	We maintain significant stock ownership requirements (6x base salary for CEO).
	✓	We generally provide for three year performance periods/vesting in long-term equity awards.
	✓	We provide limited perquisites with reasonable business rationale.
	✓	We regularly assess the risk-reward balance of our compensation programs.
	✓	We include clawback provisions in our key compensation programs.

What We Don’t Do	x	We do not enter into employment contracts with our executive officers.
	x	We prohibit repricing or replacing underwater stock options or stock appreciation rights.
	x	We prohibit hedging, pledging, or short sales of Company stock by directors and executive officers.
	x	No single trigger provisions for cash severance.
	x	We do not provide cash severance payments exceeding 2x salary and target annual incentive award (plus prorated bonus for year of termination, if earned).
	x	We no longer provide change of control excise tax gross-ups to executive officers.


Proposal 1 — Election of three (3) director nominees named herein		The nominees who receive the most votes for the available positions will be elected with three (3) director positions available for a term expiring in 2023. If you do not vote for a particular nominee or you indicate “withheld” for a particular nominee on your proxy card, your vote will not count either “for” or “against” the nominee.

Proposal 2 — Ratification of Ernst & Young LLP as the Company’s independent registered public accountants		The affirmative vote of a majority of the shares voting either “for” or “against” Proxy Proposal 2 is required for the proposed ratification of Ernst & Young LLP as the Company’s independent registered public accountants.

Proposal 3 — Approval, by non-binding advisory vote, of the Company’s executive compensation		The affirmative vote of a majority of the shares voting either “for” or “against” Proxy Proposal 3 is required for the approval, by non-binding advisory vote, of the Company’s executive compensation.

Proposal 4 — Approval of an amendment to the restated certificate of incorporation to declassify the Company’s board		The affirmative vote of a majority of the outstanding shares entitled to vote at the annual meeting is required for the approval of the proposal to amend the restated certificate of incorporation to declassify the Company’s board.

Other Matters		The affirmative vote of a majority of the shares voting either “for” or “against” such matters at the annual meeting is required to act on any other matter properly brought before the meeting.


	Fees Earned or Paid in Cash(1)
Name	Cash Payment		Payment in Shares of Company Stock(2)		Deferred Payment(3)		Stock Awards(4)		All Other Compensation(5)		Total
*Current*
W. Lee Capps	$	115,000	$	—	$	—	$	125,008	$	20,000	$	260,008
Lisa A. Flavin		57,857		—		—		125,008		—		182,865
Brenda C. Freeman		90,000		—		—		125,008		—		215,008
Lori H. Greeley		90,000		—		—		125,008		6,273		221,281
Mahendra R. Gupta		90,000		—		—		125,008		20,000		235,008
Carla Hendra		90,000		—		—		125,008		—		215,008
Ward M. Klein		145,000		—		—		125,008		—		270,008
Steven W. Korn		90,000		—		—		125,008		—		215,008
Patricia G. McGinnis		90,000		—		—		125,008		—		215,008
W. Patrick McGinnis		115,000		—		—		125,008		—		240,008
Wenda Harris Millard		90,000		—		—		125,008		—		215,008


	Amount of Common Stock Beneficially Owned
Name	Number of Shares(1)		Exercisable Options		Total		% of Shares Outstanding		Director Share Units(2)
*Non-Employee Directors*
W. Lee Capps		10,457		—		10,457		*		23,102
Lisa A. Flavin		—		—		—		*		6,519
Brenda C. Freeman		—		—		—		*		14,847
Lori H. Greeley		1,000		—		1,000		*		25,133
Mahendra R. Gupta		9,454		—		9,454		*		57,846
Carla Hendra		3,261		—		3,261		*		74,894
Ward M. Klein		59,761		—		59,761		*		41,569
Steven W. Korn		16,978		—		16,978		*		81,137
Patricia G. McGinnis		7,055		—		7,055		*		99,139
W. Patrick McGinnis		20,159		—		20,159		*		85,748
Wenda Harris Millard		—		—		—		*		14,847
*Named Executive Officers (NEOs)*
Diane M. Sullivan		892,104		—		892,104		2.2		—
Kenneth H. Hannah		117,740		16,667		134,407		*		—
Molly P. Adams		68,000		—		68,000		*		—
Douglas W. Koch		115,960		—		115,960		*		—
John W. Schmidt		142,713		—		142,713		*		—
Current Directors and Executive Officers as a group (21 persons)		2,226,970		16,667		2,243,637		5.6		524,781
*5% Shareholders*
BlackRock, Inc. and related persons(3)		6,231,631		—		6,231,631		15.5		—

Dimensional Fund Advisors LP(4)		3,506,955		—		3,506,955		8.7		—
The Vanguard Group, Inc. and related persons(5)		4,097,170		—		4,097,170		10.2		—


MAHENDRA R. GUPTA

Director since: October 2011 Age: 64		Dr. Gupta is currently the Geraldine J. and Robert L. Virgil Professor of Accounting and Management at the Olin Business School at Washington University in St. Louis. From July 2005 through June 2016, he served as the Dean of Olin Business School at Washington University in St. Louis. From 2003 to July 2005, he served as the Senior Associate Dean of the Olin School of Business. He has served on the Olin Business School faculty since 1990 and in 2004 was named the Geraldine J. and Robert L. Virgil Professor of Accounting and Management. Dr. Gupta’s research has been published in leading academic journals, and he is a frequent speaker at research workshops and conferences worldwide. He also has been appointed a Trustee and Chair of the Audit Committee of Credit Suisse Funds. Dr. Gupta also serves on the board of directors of Koch Development Corporation, a St. Louis-based real estate and entertainment development company, the board of the directors of the Foundation for Barnes Jewish Hospital and the board of trustees of The Consortium for Graduate Studies in Management. Board Committees: Audit Other Public Company Boards: Certain mutual funds of Credit Suisse Asset Management (2017 — Present) Qualifications: Dr. Gupta’s education, which includes a Ph.D. in accounting from Stanford University, and his oversight of the financial management of the Olin Business School enhance his contribution to the board, and in particular to the Audit Committee.


CARLA HENDRA

Director since: November 2005 Age: 63		Since January 2011, Ms. Hendra has been serving as Chief Executive, Ogilvy Consulting Worldwide, the global strategic consulting unit of Ogilvy, and was named Chief Digital Officer of the Ogilvy Group in 2016. Ms. Hendra is a member of both the Executive Management Team and the global Executive Leadership Team. Ogilvy is a global creative and marketing services network with 450 offices in 162 countries and 18,000 employees, and one of the largest operating groups of holding company WPP plc. Ms. Hendra previously served as Co-Chief Executive Officer of Ogilvy North America from 2005 to 2010 and as Chairman of Ogilvy New York from 2007 to 2010. Ms. Hendra joined Ogilvy in 1996, and her other positions since that time have included serving as President of OgilvyOne N.A., a CRM and digital marketing agency, from 1998 to 2005. Prior to joining Ogilvy in 1996, Ms. Hendra served as Executive Vice President, Grey Direct, a division of Grey Advertising, from 1992 to 1996. She also served as a director of Unica Corporation, a publicly held company engaged in the enterprise marketing management software business until its acquisition by IBM in 2010. Board Committees: Governance and Nominating Other Public Company Boards: Edgewell Personal Care (2015 — Present) Qualifications: Ms. Hendra has over 30 years of business experience spanning the fashion, advertising, marketing and digital industries; and during her 24-year tenure with The Ogilvy Group of companies, her increasing responsibilities have included leadership and senior management experience in domestic and international business serving clients in Financial Services, Hospitality, Technology, Retail, Industrial Products, and Consumer Goods ranging in size from Fortune 50 to startups. Ms. Hendra brings to the board specialized experience in creative management, strategic consulting for marketing and branding, digital innovation, and both targeted and integrated marketing.


WENDA HARRIS MILLARD

Director since: April 2017 Age: 65		Ms. Millard is currently Vice Chairman of MediaLink, a company that provides strategic advisory and implementation services to companies (including Fortune 100 retail and consumer goods companies and emerging technology companies) at the convergence of media, marketing, advertising, entertainment and technology. Ms. Millard joined MediaLink in 2009 as its President and Chief Operating Officer. Prior to that, Ms. Millard was Co-CEO and President of Martha Stewart Living Omnimedia from July 2007 through April 2009, where she oversaw the company’s media businesses and development of cross-platform marketing programs. From October 2001 through April 2007, Ms. Millard was the Chief Sales Officer at Yahoo! where she pioneered brand advertising on the internet. From December 2000 to October 2001, she was Chief Internet Officer at Ziff Davis, LLC and from July 1996 to December 2000 Ms. Millard was a founding member of the executive team at DoubleClick, serving as its Executive Vice President. Prior to that, Ms. Millard was also Senior Vice President and Publisher of Family Circle and Executive Vice President and Group-Publisher for Adweek , Mediaweek and Brandweek magazines. Ms. Millard serves on the boards of the Advertising Research Foundation, the Chesterton Literary Festival, Wings for Kids and the James Beard Foundation. Board Committees: Compensation Other Public Company Boards: VeriFone Systems, Inc. (2012 — 2016); Millennial Media, Inc. (2009 — 2015); Martha Stewart Living Omnimedia, Inc. (2004 — 2007) Qualifications: Ms. Millard’s lengthy career in internet and digital brand building, sales and marketing and in strategic direction and execution will add to the board’s oversight of the Company’s strategies in technology, marketing, and overall execution.


LISA A. FLAVIN

Age: 55 Director since: March 2019		Since 2011 Ms. Flavin has been Chief Compliance Officer and Vice President, Audit at Emerson, a global manufacturing company serving a wide variety of commercial and residential customers through its power generation, automation and environmental controls businesses. Ms. Flavin leads Emerson’s worldwide audit activities, enterprise risk management and compliance functions. Prior to that time, she was Vice President, Audit at Emerson, including leading the acquisition due diligence function from 2000 to 2011 and Director, Financial Audit from 1998 to 2000. Prior to joining Emerson, Ms. Flavin was Chief Financial Officer for the U.S. operations of Huls Corporation from 1995 to 1998. Ms. Flavin, who is also a CPA, spent 8 years in various audit roles at Ernst and Young, LLP. Ms. Flavin also serves on the board of directors of the United States Chamber of Commerce, BJC Healthcare (where she is chair of the audit committee), and the Professional Accounting Advisory Board at Washington University in St. Louis. She is also on the executive committee of the Conference Board’s Council of Chief Audit Executives. Board Committees: Audit Other Public Company Boards: None Qualifications: Ms. Flavin’s deep expertise in the corporate accounting, finance, and compliance functions and M&A and corporate strategy will enhance the board’s oversight of the Company’s financial reporting, governance, risk management and corporate strategy.


BRENDA C. FREEMAN

Director since: April 2017 Age: 55		Ms. Freeman is currently the Chief Executive Officer of Arteza, an e-commerce, direct to consumer start up that markets and sells art supplies in the $45 billion arts and crafts industry. From June 2019 until February 2020, Ms. Freeman was the founder and principal of the digital marketing firm, Joyeux Marketing Group. From 2016 through June 2019 Ms. Freeman held senior management roles at Magic Leap, Inc., a technology start up that develops novel human computing interfaces and software on the leading edge of wearable technology and virtual and augmented reality applications, including most recently Senior Advisor, Special Projects and, before that, Chief Marketing Officer. From 2015-2016, Ms. Freeman was the Executive Vice President — Chief Marketing Officer of National Geographic Channels and from 2014-2015 she was the Global Head of Television Marketing for DreamWorks Animation. Prior to that, Ms. Freeman was the Chief Marketing Officer — Cartoon Network/ Adult Swim divisions of Turner Broadcasting from 2008-2014. From 2002 through 2008, Ms. Freeman served in a variety of senior marketing roles with increasing executive responsibility at Viacom including Senior Vice President, Nickelodeon Integrated Marketing and Partnerships, Vice President, VH1 Consumer Marketing Group and Vice President, Affiliate Marketing, Entertainment Group. Ms. Freeman also serves on the global advisory board of Savannah College of Art and Design. Board Committees: Governance and Nominating Other Public Company Boards: Herman Miller, Inc. (2016 — Present); Under Armour, Inc. (2012 – 2013) Qualifications: Ms. Freeman’s comprehensive background in all marketing disciplines and deep knowledge of consumer behaviors and trends coupled with her emphasis on leading consumer technologies will enhance the board’s role in overseeing the Company’s technology, marketing and overall consumer engagement strategies.


LORI H. GREELEY

Director since: February 2015 Age: 60		Ms. Greeley is currently Chief Executive Officer at Serena & Lily, a retailer of furniture and home decor. Prior to that she served as Chief Executive Officer of Frederick’s of Hollywood, a well-known retailer of womens’ lingerie in the United States, where she was charged with, among other things, overseeing the company through its filing for bankruptcy under Chapter 11 of the United States Bankruptcy Code in April 2015. From January 2007 until April 2013, she was Chief Executive Officer of Victoria’s Secret Stores, the leading specialty retailer of womens’ intimate apparel, other apparel, fragrances and cosmetics. Beginning in 1993, she held a number of executive level merchandising and management roles at Victoria’s Secret Stores, including Executive Vice President and General Merchandising Manager for various categories and member of the Executive Committee from 1995 until January 2007. Ms. Greeley also serves as a director of Third Love, a privately held online lingerie brand. Ms. Greeley is active with Bucknell University, including serving as a member of the Freeman College of Management Advisory Board , and as a speaker for the University’s Institute for Leadership and Technology program. Board Committees: Compensation Other Public Company Boards: RTW Retailwinds, Inc. (formerly New York & Company) (2015 — 2019) Qualifications: Ms. Greeley has spent her entire career in the fashion and retailing businesses. Her strong skills in merchandising, marketing, operations and leadership, coupled with her intense knowledge of the Company’s core consumer and extensive relevant industry experience, enhances the Board’s role in overseeing the development of the Company’s strategic direction.


WARD M. KLEIN

Director since: March 2007 Age: 64		From July 2015 until July 2016, Mr. Klein was the Executive Chairman of Edgewell Personal Care Company, formerly the Personal Care division of Energizer Holdings, Inc. Prior to that time, Mr. Klein was a director of Energizer Holdings, Inc., and served as Chief Executive Officer of Energizer Holdings, Inc., a position he held between 2005 and 2015. Prior to that, he served as President and Chief Operating Officer from 2004 to 2005 and as President, International from 2002 to 2004, having first joined Energizer in 1986. Beginning in 2020, Mr. Klein is the Chairman of the Board of BJC Healthcare, one of the largest non-profit healthcare providers in the United States. Mr. Klein also served on the Board of the Federal Reserve Bank of St. Louis from 2008 through 2013, including as Chairman of the Board from 2012 through 2013. From 2004 to 2006, Mr. Klein served as a director of Amerus Insurance Company. Mr. Klein served in leadership positions at St. Louis Civic Progress, including as its President from 2011 to 2013 and as its Chairman from 2013 through 2015. Board Committees: Executive, Governance and Nominating (Chair) Other Public Company Boards: Edgewell Personal Care Company (2005 — 2016) Qualifications: Mr. Klein has more than 30 years of service in various leadership roles with an international publicly-held consumer products company, with extensive experience in management, marketing, corporate finance, business strategy and international business. He has a Master’s degree in management with concentrations in marketing, finance and accounting. Additionally, his service as Chairman of the Board of BJC Healthcare, Chair of the Federal Reserve Bank of St. Louis and as a board member for an insurance company provide important leadership experience for the Board’s governance, strategy and oversight roles.


STEVEN W. KORN

Director since: 2004 Age: 66		From June 2011 until January 2013, Mr. Korn served as the President and Chief Executive Officer of Radio Free Europe/Radio Liberty, Inc. From September 2005 through February 2008, he was the Publisher of the Daily Report, a legal newspaper located in Atlanta, Georgia. Until 2000, he was Vice Chairman and Chief Operating Officer of CNN, a position he held starting in 1996. Previously, he served as the Vice President, General Counsel and Secretary at Turner Broadcasting System, Inc. Mr. Korn has also served as an attorney specializing in civil litigation involving media, entertainment and telecommunications issues. Board Committees: Audit, Governance and Nominating Other Public Company Boards: None Qualifications: Mr. Korn’s business experience is well-rounded and reflects his practice as a lawyer (specializing in litigation as well as mergers and acquisitions), senior executive roles at two international media companies, and his successful restructuring of a newspaper to increase its efficiencies and profitability. His substantial experience in operations and management is complemented by his service as a director of various boards, for which he has chaired committees with responsibility for finance, budget, investment and compensation activities.


W. PATRICK McGINNIS

Director since: 1999 Age: 72		Mr. McGinnis is a retired member of the Board of Directors and Chairman of Nestlé Purina PetCare Company, a manufacturer of pet products, where he also served as Chief Executive Officer and President from 2001 through 2014. From 1997 until 2001, he was a member of the Board of Directors and Chief Executive Officer and President of Ralston Purina Company. He served as President and Chief Executive Officer of the Pet Products Group of Ralston Purina Company from 1992 to 1997, when he was elected to the Board of Directors and to the additional office of Co-Chief Executive Officer of Ralston Purina Company. Board Committees: Executive, Compensation (Chair) Other Public Company Boards: Energizer Holdings, Inc. (2015 — Present); Edgewell Personal Care Company (2002 — 2015) Qualifications: Mr. McGinnis brings substantial leadership and management experience as the president and chief executive of a major international consumer products company. In this capacity, he has many years of experience in mergers and acquisitions, corporate finance, corporate strategy, marketing and corporate governance.


DIANE M. SULLIVAN

Director since: May 2007 Age: 64		Ms. Sullivan is our CEO, President and Chairman of the Board. In 2004, she joined the Company as President; in March 2006 she received the additional title of Chief Operating Officer; in May 2011 she became our Chief Executive Officer and President; and in February 2014 she became our Chairman of the Board. Prior to joining the Company, Ms. Sullivan served as Vice Chairman of the Footwear Group of Phillips-Van Heusen from September 2001 to December 2003. Prior to joining Phillips-Van Heusen in 2001, Ms. Sullivan was President and Chief Operating Officer for Stride Rite Corporation, where she worked from 1995 until 2001 and also held the position of Group President: Tommy Hilfiger, Stride Rite Children’s and Sperry. In St. Louis, Ms. Sullivan currently sits on the board of Enterprise Holdings and the Board of Trustees of Washington University. In addition, Ms. Sullivan serves on the boards of the Two Ten Footwear Foundation and the Fashion Footwear Association of New York. Board Committees: Executive (Chair) Other Public Company Boards: None Qualifications: Ms. Sullivan brings to the board her many years of leadership and senior management experience as a footwear and retail company executive, including 16 years at the Company, where she has played an integral role in developing and executing the Company’s strategic direction and operating performance. In addition, her day-to-day leadership of the Company provides the board with intimate knowledge of the Company’s business.


		The Board of Directors recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants.


Service Fees	2019		2018
Audit Fees(1)	$	1,430,178	$	1,780,000
Audit-Related Fees		—		—
Tax Fees(2)		387,521		450,671

Total	$	1,817,699	$	2,230,671


Compensation Element	Primary Purpose	Key Features	Cross-Reference to Other Compensation Tables
Base Salary*	Fixed level of cash compensation for performing executive responsibilities.	To be commensurate with experience and level of responsibility, based on consideration of industry peer group median data, with adjustments for individual performance, executive’s expected and/or proven responsibility for contributing to our performance and overall market competitiveness.	Summary Compensation Table

Annual Incentive Plan Award*	Reward both short-term financial performance and operating performance of individual business units consistent with strategic objectives.	Target cash award opportunity based on a percent of salary, with payment based on fiscal year performance compared to a range of pre-established performance levels. Minimum Adjusted EPS is required, and the maximum payout opportunity is 200% of the target cash award value (subject to the Committee’s right to reduce based on individual performance). Subject to forfeiture if violation of Code of Business Conduct.	Summary Compensation Table and Grants of Plan-Based Awards Table

Long-Term Performance Award*	Encourage continued high level, long-term performance and retention of talent.	Performance awards payable in cash and/or shares using pre-established metrics and a range of potential payout opportunities based on a three-year performance period, consisting of three separate annual performance periods and a cumulative performance period. Minimum Adjusted EPS for each performance period is required, and maximum payout opportunity is 200% of the target award (s) granted. Subject to clawback in the case of restatement due to malfeasance.	Summary Compensation Table; Grants of Plan- Based Awards Table; and Outstanding Equity Awards at Fiscal Year-End Table


	Adjusted EPS		Adjusted EPS Performance as a % of Plan Goal			Award Payout Percentage if Adjusted EBITDA as a percent of Net Assets is:
	Adjusted EPS		Adjusted EPS Performance as a % of Plan Goal			28.2%			35.2% (Plan Goal)			38.2%
Minimum Adjusted EPS Performance	$	2.31		89	%		50	%		66	%		75	%
Adjusted EPS to Receive 100% Payout	$	2.60		100	%		84	%		100	%		109	%
Adjusted EPS to Receive Maximum Payout	$	2.80		108	%		175	%		191	%		200	%
Actual 2019 Adjusted EPS(2)	$	2.10		81	%		—			—			—


	Adjusted OE (millions)		Adjusted OE Performance as a % of Plan Goal			Award Payout Percentage if Adjusted Revenue is:
	Adjusted OE (millions)		Adjusted OE Performance as a % of Plan Goal			$1.61 Billion (98% of Plan Goal)			$1.63 Billion (Plan Goal)			$1.66 Billion or More (102% or More of Plan Goal)
Minimum Adjusted OE Performance	$	85.7		86	%		50	%		66	%		75	%
Adjusted OE to Receive 100% Payout	$	99.1		100	%		84	%		100	%		109	%
Adjusted OE to Receive Maximum Payout	$	109.0		110	%		175	%		191	%		200	%
Actual 2019 Adjusted OE (2)	$	80.4		81	%		—			—			—


	Adjusted OE (millions)		Adjusted OE Performance as a % of Plan Goal			Award Payout Percentage if Adjusted Revenue is:
	Adjusted OE (millions)		Adjusted OE Performance as a % of Plan Goal			$808.2 Million (96% of Plan Goal)			$838.6 Million (Plan Goal)			$859.8 Million or More (103% or More of Plan Goal)
Minimum Adjusted OE Performance	$	63.2		93	%		50	%		66	%		75	%
Adjusted OE to Receive 100% Payout	$	68.2		100	%		84	%		100	%		109	%
Adjusted OE to Receive Maximum Payout	$	73.2		107	%		175	%		191	%		200	%
Actual 2019 Adjusted OE(2)	$	52.7		77	%		—			—			—


Position	Individual	Guideline Requirement
Chief Executive Officer	Diane M. Sullivan	6 x base salary
Chief Financial Officer	Kenneth H. Hannah	3 x base salary
Division President—Famous Footwear	Molly P. Adams	3 x base salary
Division President—Brand Portfolio	John W. Schmidt	3 x base salary
Senior Vice President, Strategic Projects	Douglas W. Koch	2 x base salary


Name and Principal Position	Year		Salary(1)		Bonus(2)		Stock Awards (3)		Option Awards		Non-Equity Incentive Plan Compensation (4)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings (5)		All Other Compensation (6)(7)		Total
Diane M. Sullivan		2019	$	1,200,000	$	—	$	4,215,600	$	—	$	—	$	1,364,889	$	74,395	$	6,854,884
Chief Executive Officer, President and Chairman of the Board		2018 2017		1,150,000 1,110,000		— —		5,731,200 4,304,000		— —		1,178,534 1,125,940		182,537 522,212		81,622 64,402		8,323,893 7,126,554
Kenneth H. Hannah		2019	$	669,800	$	—	$	702,600	$	—	$	—	$	20,458	$	65,966	$	1,458,824
Senior Vice President and Chief Financial Officer		2018 2017		652,800 640,000		— —		891,520 968,400		— —		359,554 394,600		17,876 24,203		69,929 54,045		1,991,679 2,081,248
Molly P. Adams		2019	$	700,000	$	400,000	$	819,700	$	—	$	—	$	—	$	30,988	$	1,950,688
Division President—Famous Footwear		2018		451,731		400,000		1,218,715		—		112,639		—		39,614		2,222,699
John W. Schmidt		2019	$	700,000	$	—	$	936,800	$	—	$	—	$	444,578	$	8,515	$	2,089,893
Division President—Brand Portfolio		2018 2017		650,000 625,000		— —		891,520 860,800		— —		465,714 363,443		103,696 208,529		1,500 18,267		2,112,430 2,076,039
Douglas W. Koch		2019	$	486,500	$	—	$	468,400	$	—	$	—	$	376,464	$	32,665	$	1,364,029
Senior Vice President, Strategic Projects		2018 2017		474,500 464,500		— —		636,800 538,000		— —		212,188 233,053		30,768 106,850		12,340 40,208	$	1,366,596 1,382,611


Name	Company 401(k) Plan Match		Financial and Tax Planning Services		Other(a)		Total
Diane M. Sullivan	$	8,515	$	25,000	$	40,880	$	74,395
Kenneth H. Hannah		12,659		20,000		33,307	$	65,966
Molly P. Adams		14,244		1,100		15,644	$	30,988
John W. Schmidt		8,515		—		—	$	8,515
Douglas W. Koch		8,428		4,237		20,000	$	32,665


					Estimated Future Payments Under Non-Equity Incentive Plan Awards (3)						Estimated Future Payments Under Equity Incentive Plan Awards (4)						All Other Stock Awards: Number of Shares of Stock or Units (#)(5)		Grant Date Fair Value of Stock and Option Awards ($)(6)
Name/Award	Grant Date(1)		Approval Date(2)		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($)(6)
Diane M. Sullivan
Annual Incentive				3/13/2019	$	900,000	$	1,800,000	$	3,600,000
3 Year Perf. Award		3/25/2019		3/13/2019								—		90,000		180,000			$	2,107,800
Restricted Stock		3/25/2019		3/13/2019														90,000	$	2,107,800
Kenneth H. Hannah
Annual Incentive				3/13/2019	$	267,920	$	535,840	$	1,071,680
3 Year Perf. Award		3/25/2019		3/13/2019								—		15,000		30,000			$	351,300
Restricted Stock		3/25/2019		3/13/2019														15,000	$	351,300
Molly P. Adams
Annual Incentive				3/13/2019	$	280,000	$	560,000	$	1,120,000
3 Year Perf. Award		3/25/2019		3/13/2019								—		17,500		35,000			$	409,850
Restricted Stock		3/25/2019		3/13/2019														17,500	$	409,850
John W. Schmidt
Annual Incentive				3/13/2019	$	280,000	$	560,000	$	1,120,000
3 Year Perf. Award		3/25/2019		3/13/2019								—		20,000		40,000			$	468,400
Restricted Stock		3/25/2019		3/13/2019														20,000	$	468,400
Douglas W. Koch
Annual Incentive				3/13/2019	$	158,113	$	316,225	$	632,450
3 Year Perf. Award		3/25/2019		3/13/2019								—		10,000		20,000			$	234,200
Restricted Stock		3/25/2019		3/13/2019														10,000	$	234,200


	Option Awards										Stock Awards
															Equity Incentive Plan
Name	Period		Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price ($) (2)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (3)		Market Value of Shares or Units of Stock That Have Not Vested ($) (4)		Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (5)
Diane M. Sullivan		3/17/2016										102,000		1,790,100
		3/20/2017										80,000		1,404,000
		3/15/2018										90,000		1,579,500
		3/25/2019										90,000		1,579,500
		Perf 2017-19														21,680		1,404,000
		Perf 2018-20														90,000		1,579,500
		Perf 2019-21														90,000		1,579,500

Total												362,000		6,353,100		260,000		4,563,000

Kenneth H. Hannah		2/16/2015		8,333		8,334		29.18		2/16/2025		12,500		219,375
		3/17/2016										16,000		280,800
		3/20/2017										19,000		333,450
		3/15/2018										14,000		245,700
		3/25/2019										15,000		263,250
		Perf 2017-19														4,607		80,853
		Perf 2018-20														14,000		245,700
		Perf 2019-21														15,000		263,250

Total				8,333		8,334						76,500		1,342,575		33,607		589,803

Molly P. Adams		6/4/2018										35,500		623,025

		3/25/2019										17,500		307,125
		Perf 2019-21														17,500		307,125

Total												53,000		930,150		17,500		307,125

John W. Schmidt		3/17/2016										13,500		236,925
		3/20/2017										16,000		280,800
		3/15/2018										14,000		245,700
		3/25/2019										20,000		351,000
		Perf 2017-19														4,336		76,097
		Perf 2018-20														14,000		245,700
		Perf 2019-21														20,000		351,000

Total												63,500		1,114,425		38,336		672,797

Douglas W. Koch		3/17/2016										10,500		184,275
		3/20/2017										10,000		175,500
		3/15/2018										10,000		175,500
		3/25/2019										10,000		175,500
		Perf 2017-19														2,710		47,561
		Perf 2018-20														10,000		175,500

		Perf 2019-21														10,000		175,500
Total												40,500		710,775		22,710		398,561


Grant Date		Vesting Schedule
2/16/2015		50% on 2/16/2019, 50% on 2/16/2020
3/17/2016		100% on 3/17/2020
3/20/2017		100% on 3/20/2021
3/15/2018		50% on 3/15/2020, 50% on 3/15/2021
6/4/2018		50% on 6/4/2020, 50% on 6/4/2021
3/25/2019		50% on 3/25/2021, 50% on 3/25/2022


	Stock Option Awards				Stock Awards
	Stock Option Awards				Number of Shares or Units Acquired on Vesting				Value Realized on Vesting (1)
Name	Number of Shares Acquired on Exercise		Value Realized on Exercise		Restricted Stock		Performance Shares or Units		Value Realized on Vesting (1)
Diane M. Sullivan		—	$	—		55,000		29,260	$	2,290,092
Kenneth H. Hannah		—		—		29,167		6,885		1,005,156
Molly P. Adams		—		—		—		—		—
John W. Schmidt		—		—		6,667		5,809		338,611
Douglas W. Koch		—		—		9,584		4,518		383,398


Name	Plan Name	Number of Years Credited Service(#) (3)		Present Value of Accumulated Benefit($)			Payments During Last Fiscal Year($)
Diane M. Sullivan(4)	Pension Plan		16	$	756,002	(1)		—
	SERP		16	$	5,737,410	(2)		—
Kenneth H. Hannah	Pension Plan		3	$	79,657	(1)		—
Molly P. Adams	Pension Plan		—	$	—	(1)		—
John W. Schmidt(4)	Pension Plan		12	$	408,282	(1)		—
	SERP		12	$	936,399	(2)		—
Douglas W. Koch(4)	Pension Plan		19	$	780,226	(1)		—
	SERP		19	$	1,570,841	(2)		—


Name	Executive Contributions in Last Fiscal Year(1)		Company Contributions in Last Fiscal Year		Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals/ Distributions in Last Fiscal Year		Aggregate Balance at Last Fiscal Year-End
Diane M. Sullivan	$	—	$	—	$	—	$	—	$	—
Kenneth H. Hannah		—		—		—		—		—
Molly P. Adams		—		—		—		—		—
John W. Schmidt		—		—		—		—		—
Douglas W. Koch		—		—		3,525		—		172,754